0001213900-22-038146.txt : 20220708 0001213900-22-038146.hdr.sgml : 20220708 20220708122252 ACCESSION NUMBER: 0001213900-22-038146 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20220430 FILED AS OF DATE: 20220708 DATE AS OF CHANGE: 20220708 EFFECTIVENESS DATE: 20220708 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BBH Trust CENTRAL INDEX KEY: 0001342947 IRS NUMBER: 000000000 FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-21829 FILM NUMBER: 221073546 BUSINESS ADDRESS: STREET 1: 50 POST OFFICE SQUARE CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 800-575-1265 MAIL ADDRESS: STREET 1: 140 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10005 0001342947 S000015105 BBH Partner Fund - International Equity C000041206 Class I Shares BBHLX 0001342947 S000015108 BBH U.S. Government Money Market Fund C000041210 Regular Shares BBMXX C000041211 Institutional Shares BBSXX 0001342947 S000015110 BBH Limited Duration Fund C000041213 Class N Shares BBBMX C000041214 Class I Shares BBBIX 0001342947 S000034202 BBH Intermediate Municipal Bond Fund C000105434 Class N Shares C000105435 Class I Shares 0001342947 S000062218 BBH INCOME FUND C000201413 CLASS I SHARES (TICKER BBNIX) BBNIX 0001342947 S000066478 BBH Select Series - Large Cap Fund C000214426 Class I Shares BBLIX C000215846 Retail Class Shares BBLRX 0001342947 S000071946 BBH Select Series - Mid Cap Fund C000227563 Class I Shares C000229140 Retail Class Shares 0001342947 S000072392 BBH Partner Fund - Small Cap Equity C000228590 Class I Shares N-CSRS 1 bbhsarncsrs-0422.htm SEMI-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- 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: April 30, 2022

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

 

Semi-Annual Report

APRIL 30, 2022

BBH Partner Fund - Small Cap Equity


BBH PARTNER FUND - SMALL CAP EQUITY


PORTFOLIO ALLOCATION

April 30, 2022 (unaudited)

SECTOR DIVERSIFICATION

U.S. $ Value

Percent of

Net Assets

Common Stock:

Basic Materials

$

13,403,000

3.8

%

Communications

57,200,500

16.0

Consumer Cyclical

47,243,500

13.3

Consumer Non-Cyclical

75,232,844

21.1

Industrials

9,690,000

2.7

Technology

117,629,000

33.0

Cash and Other Assets in Excess of Liabilities

36,017,505

10.1

NET ASSETS

$

356,416,349

100.0

%

All data as of April 30, 2022. The BBH Partner Fund – Small Cap Equity (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.

2


BBH PARTNER FUND - SMALL CAP EQUITY


PORTFOLIO OF INVESTMENTS

April 30, 2022 (unaudited)

Shares

Value

COMMON STOCK (89.9%)

BASIC MATERIALS (3.8%)

650,000

Element Solutions, Inc.

$

13,403,000

Total Basic Materials

13,403,000

 

COMMUNICATIONS (16.0%)

1,425,000

Despegar.com Corp. (British Virgin Islands)1

15,803,250

200,000

Mimecast, Ltd. (Jersey)1

15,936,000

1,150,000

Stitch Fix, Inc. (Class A)1

10,925,000

725,000

WideOpenWest, Inc.1

14,536,250

Total Communications

57,200,500

 

CONSUMER CYCLICAL (13.3%)

135,000

Papa John's International, Inc.

12,291,750

1,200,000

ThredUp, Inc. (Class A)1

7,908,000

625,000

XPEL, Inc.1

27,043,750

Total Consumer Cyclical

47,243,500

 

CONSUMER NON-CYCLICAL (21.1%)

525,000

Alarm.com Holdings, Inc.1

32,067,000

275,000

Cimpress , Plc. (Ireland)1

13,890,250

350,000

EVERTEC, Inc. (Puerto Rico)

13,790,000

100,000

Heska Corp.1

10,984,000

100,000

Inmode, Ltd. (Israel)

2,511,000

60,486

iRadimed Corp.

1,990,594

Total Consumer Non-cyclical

75,232,844

INDUSTRIALS (2.7%)

1,000,000

Astronics Corp.1

9,690,000

Total Industrials

9,690,000

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

financial statements April 30, 2022

3


BBH PARTNER FUND - SMALL CAP EQUITY


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Shares

Value

COMMON STOCK (continued)

TECHNOLOGY (33.0%)

550,000

Agilysys, Inc.1

$

20,245,500

250,000

Health Catalyst, Inc.1

4,160,000

750,000

Model N, Inc.1

19,380,000

1,100,000

Olo, Inc. (Class A)1

11,759,000

200,000

Onto Innovation, Inc.1

14,228,000

1,100,000

PagerDuty, Inc.1

31,427,000

1,350,000

Zuora, Inc. (Class A)1

16,429,500

Total Technology

117,629,000

Total Common Stock

(Cost $447,625,000)

320,398,844

TOTAL INVESTMENTS (Cost $447,625,000)2

89.9

%

$

320,398,844

CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES

10.1

%

36,017,505

NET ASSETS

100.00

%

$

356,416,349

_________

1

Non-income producing security.

2

The aggregate cost for federal income tax purposes is $447,625,000, the aggregate gross unrealized appreciation is $4,912,034 and the aggregate gross unrealized depreciation is $132,138,190, resulting in net unrealized depreciation of $127,226,156.

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

4


BBH PARTNER FUND - SMALL CAP EQUITY


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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.

financial statements April 30, 2022

5


BBH PARTNER FUND - SMALL CAP EQUITY


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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 April 30, 2022.

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

April 30, 2022

Common Stock:

Basic Materials

$

13,403,000

$

$

$

13,403,000

Communications

57,200,500

57,200,500

Consumer Cyclical

47,243,500

47,243,500

Consumer Non-Cyclical

75,232,844

75,232,844

Industrials

9,690,000

9,690,000

Technology

117,629,000

117,629,000

Total Investments, at value

$

320,398,844

$

$

$

320,398,844

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

6


BBH PARTNER FUND - SMALL CAP EQUITY


STATEMENT OF ASSETS AND LIABILITIES

April 30, 2022 (unaudited)

ASSETS:

Investments in securities, at value (Cost $447,625,000)

$

320,398,844

Cash

36,071,773

Receivables for:

Shares sold

671,600

Dividends

15,750

Interest

5,470

Prepaid assets

88

Total Assets

357,163,525

LIABILITIES:

Payables for:

Investments purchased

404,096

Investment advisory and administrative fees

268,270

Professional fees

36,400

Custody and fund accounting fees

19,744

Transfer agent fees

4,799

Board of Trustees' fees

994

Accrued expenses and other liabilities

12,873

Total Liabilities

747,176

NET ASSETS

$

356,416,349

Net Assets Consist of:

Paid-in capital

$

483,472,138

Accumulated deficit

(127,055,789

)

Net Assets

$

356,416,349

NET ASSET VALUE AND OFFERING PRICE PER SHARE

($356,416,349 ÷ 51,185,723 shares outstanding)

$

6.96

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

financial statements April 30, 2022

7


BBH PARTNER FUND - SMALL CAP EQUITY


STATEMENT OF OPERATIONS

For the six months ended April 30, 2022

NET INVESTMENT INCOME:

Income:

Dividends (net of foreign withholding taxes of $330)

$

267,946

Interest income

25,389

Total Income

293,335

Expenses:

Investment advisory and administrative fees

1,509,285

Professional fees

31,587

Board of Trustees' fees

27,476

Custody and fund accounting fees

16,622

Transfer agent fees

16,028

Miscellaneous expenses

55,676

Total Expenses

1,656,674

Investment advisory and administrative fee waiver

(2,089

)

Net Expenses

1,654,585

Net Investment Loss

(1,361,250

)

NET REALIZED AND UNREALIZED LOSS:

Net realized gain on investments in securities

1,531,623

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

(122,070,873

)

Net Realized and Unrealized Loss

(120,539,250

)

Net Decrease in Net Assets Resulting from Operations

$

(121,900,500

)

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

8


BBH PARTNER FUND - SMALL CAP EQUITY


STATEMENT OF CHANGES IN NET ASSETS

For the six months ended

April 30, 2022 (unaudited)

For the period from

July 8, 2021

(commencement of

operations) to

October 31, 2021

INCREASE IN NET ASSETS:

Operations:

Net investment loss

$

(1,361,250

)

$

(708,006

)

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

1,531,623

2,758,868

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

(122,070,873

)

(5,155,283

)

Net decrease in net assets resulting from operations

(121,900,500

)

(3,104,421

)

Dividends and distributions declared:

Class I

(2,050,868

)

Share transactions:

Proceeds from sales of shares

173,649,456

327,054,355

Cost of shares redeemed

(15,760,482

)

(1,471,191

)

Net increase in net assets resulting from share transactions

157,888,974

325,583,164

Total increase in net assets

33,937,606

322,478,743

NET ASSETS:

Beginning of period

322,478,743

End of period

$

356,416,349

$

322,478,743

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

financial statements April 30, 2022

9


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 six

months ended

April 30, 2022

(unaudited)

For the period from

July 8, 2021

(commencement of

operations) to

October 31, 2021

Net asset value, beginning of period

$

9.85

$

10.00

Income from investment operations:

Net investment loss1

(0.03

)

(0.03

)

Net realized and unrealized loss

(2.80

)

(0.12

)

Total loss from investment operations

(2.83

)

(0.15

)

Less dividends and distributions:

From investment income

From net realized gains

(0.06

)

Total dividends and distributions

(0.06

)

Net asset value, end of period

$

6.96

$

9.85

Total return2

(28.88

)%3

(1.50

)%​3

Ratios/Supplemental data:

Net assets, end of period (in millions)

$

356

$

322

Ratio of expenses to average net assets before reductions

0.93

%4

0.93

%​5

Fee waiver

(0.00

)%4,6,7

(0.01

)%​5,6

Ratio of expenses to average net assets after reductions

0.93

%4

0.92

%​5

Ratio of net investment income to average net assets

(0.77

)%4

(0.83

)%​5

Portfolio turnover rate

2

%3

3

%​3

____________

1

Calculated using average shares outstanding for the period.

2

Assumes the reinvestment of distributions.

3

Not annualized.

4

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 six months ended April 30, 2022 and the period ended October 31, 2021 reflect fees reduced as result of a voluntary operating expense waiver. For the six months ended April 30, 2022 and the period from July 8, 2021 to October 31, 2021, the waived fees were $2,089 and $40,593, respectively.

7

Less than 0.01%.

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

10


BBH PARTNER FUND - SMALL CAP EQUITY


NOTES TO FINANCIAL STATEMENTS

April 30, 2022 (unaudited)

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 do 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 April 30, 2022, there were eight 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 April 30, 2022

11


BBH PARTNER FUND - SMALL CAP EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended April 30, 2022, 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 $2,050,868 to Class I shares shareholders, during the six months ended April 30, 2022.

12


BBH PARTNER FUND - SMALL CAP EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 its Sub-adviser a percentage from its investment advisory and administrative fees. For the six months ended April 30, 2022, the Fund incurred $1,509,285 under the Agreement.

financial statements April 30, 2022

13


BBH PARTNER FUND - SMALL CAP EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 voluntary waiver was terminated on December 5, 2021. For the six months ended April 30, 2022, the Investment Adviser waived fees in the amount of $2,089 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 six months ended April 30, 2022, the Fund incurred $16,622 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 six months ended April 30, 2022 was $25,389. 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 six months ended April 30, 2022, was $1,842. 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 six months ended April 30, 2022, the Fund incurred $27,476 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 six months ended April 30, 2022, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $162,603,753 and $5,310,839, respectively.

14


BBH PARTNER FUND - SMALL CAP EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended

April 30, 2022 (unaudited)

For the period ended

October 31, 2021*

Shares

Dollars

Shares

Dollars

Class I

Shares sold

20,490,754

$

173,649,456

32,889,385

$

327,054,355

Shares redeemed

(2,042,372

)

(15,760,482

)

(152,044

)

(1,471,191

)

Net increase

18,448,382

$

157,888,974

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 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). 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.

financial statements April 30, 2022

15


BBH PARTNER FUND - SMALL CAP EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 third 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 April 30, 2022 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.

16


BBH PARTNER FUND - SMALL CAP EQUITY


DISCLOSURE OF FUND EXPENSES

April 30, 2022 (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 (November 1, 2021 to April 30, 2022).

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 April 30, 2022

17


BBH PARTNER FUND - SMALL CAP EQUITY


DISCLOSURE OF FUND EXPENSES (continued)

April 30, 2022 (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

November 1, 2021

Ending

Account Value

April 30, 2022

Expenses Paid

During Period

November 1, 2021 to

April 30, 20221

Class I

Actual

$

1,000

$

711

$

3.95

Hypothetical2

$

1,000

$

1,020

$

4.66

__________

1

Expenses are equal to the Fund’s annualized expense ratio of 0.93% for Class I, multiplied by the average account value over the period, multiplied by 181/365.

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.

18


BBH PARTNER FUND - SMALL CAP EQUITY


CONFLICTS OF INTEREST

April 30, 2022 (unaudited)

Description of Potential Material Conflicts of Interest - Investment Adviser and Sub-Adviser

BBH, including the Investment Adviser, and the Sub-Adviser provide 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, and the Sub-Adviser may engage in activities in which its interests or the interests of its clients may conflict with or be adverse to the interests of the Fund. In addition, certain of such clients (including the Fund) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Fund.

The Investment Adviser and the Sub-Adviser have adopted and implemented policies and procedures that seek to manage conflicts of interest. Pursuant to such policies and procedures, the Investment Adviser and the Sub-Adviser monitor a variety of areas, including compliance with fund investment guidelines and compliance with their respective Codes 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 Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser, the Sub-Adviser and the Trust’s 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 Fund have adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate the conflicts of interest described below. Additional information about potential conflicts of interest regarding the Investment Adviser is set forth in the Investment Adviser’s Form ADV. A copy of Part 1 and Part 2A of the Investment Adviser’s Form ADV is available on the SEC’s website (www.adviserinfo.sec.gov). In addition, many of the activities that create these conflicts of interest are limited and/or prohibited by law, unless an exception is available.

Other Clients and Allocation of Investment Opportunities. BBH, the Investment Adviser, and the Sub-Adviser manage funds and accounts of clients other than the Fund (“Other Clients”). In general, BBH, the Investment Adviser, and the Sub-Adviser face conflicts of interest when they render investment advisory services to different clients and, from time to time, provide dissimilar investment advice to different clients. Investment decisions will not necessarily be made in parallel among the Fund and Other Clients. Investments made by the Fund do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients may produce results that are materially different from those experienced by the Fund. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other funds or accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various funds or accounts managed by the Investment Adviser or Sub-Adviser could have different

financial statements April 30, 2022

19


BBH PARTNER FUND - SMALL CAP EQUITY


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. From time to time, the Investment Adviser and Sub-Adviser sponsor funds and other investment pools and accounts which engage in the same or similar businesses as the Fund using the same or similar investment strategies. To the extent that the same investment opportunities might be desirable for more than one account or fund, possible conflicts could arise in determining how to allocate them because the Investment Adviser or Sub-Adviser may have an incentive to allocate investment opportunities to certain accounts or funds. However, BBH, the Investment Adviser and Sub-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 Fund and its affiliated and unaffiliated service providers (e.g., conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. BBH acting in its capacity as the Fund’s administrator is the primary valuation agent of the Fund. BBH values securities and assets in the Fund according to the Fund’s valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to a Fund’s net assets, BBH and its affiliates may have an incentive to seek to overvalue certain assets.

Aggregation. Potential conflicts of interest also arise with the aggregation of trade orders. Purchases and sales of securities for the Fund may be aggregated with orders for other 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 Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

20


BBH PARTNER FUND - SMALL CAP EQUITY


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

Cross Trades. Under certain circumstances, the Sub-Adviser, on behalf of the Fund, may seek to buy from or sell securities to another fund or account advised by the Sub-Adviser. Subject to applicable law and regulation, the Sub-Adviser may (but is not required to) effect purchases and sales between client accounts that it manages (“cross trades”), including the Fund, if the Sub-Adviser believes 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 Sub-Adviser’s decision to engage in these transactions for the Fund. The Sub-Adviser may have a potentially conflicting division of loyalties and responsibilities to the parties in such transactions.

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

Research or other services obtained in this manner may be used in servicing any or all of the Fund and other accounts managed by the Sub-Adviser, including in connection with accounts that do not pay commissions to the broker related to the research or other service arrangements. Such products and services may disproportionately benefit other client accounts relative to the Fund based on the amount of brokerage commissions paid by the Fund 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.

The Sub-Adviser 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 will invest a portion of the assets of its discretionary investment advisory clients in the Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times.

Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Fund’s expense ratio. In selecting the Fund for its discretionary investment advisory clients, BBH may limit its selection to funds managed by BBH or the Investment Adviser.

financial statements April 30, 2022

21


BBH PARTNER FUND - SMALL CAP EQUITY


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

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

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

Valuation. When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments will be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination and may be based on analytical values determined by BBH using proprietary or third-party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.

Referral Arrangements. BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.

22


BBH PARTNER FUND - SMALL CAP EQUITY


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

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

Gifts and Entertainment. From time to time, employees of BBH, including the Investment Adviser, and any of their respective partners, principals, directors, officers, employees, affiliates or agents, may receive gifts and/or entertainment from clients, intermediaries, or service providers to the Fund or BBH, including the Investment Adviser, which could have the appearance of affecting or may potentially affect the judgment of the employees, or the manner in which they conduct business. 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 April 30, 2022

23


BBH PARTNER FUND - SMALL CAP EQUITY


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

April 30, 2022 (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 8, 2022 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, 2021 through January 31, 2022 (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.

24


BBH PARTNER FUND - SMALL CAP EQUITY


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

April 30, 2022 (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 April 30, 2022

25


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’s Forms N-MFP 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


 

image provided by client

 

Semi-Annual Report

APRIL 30, 2022

BBH Select Series - Mid Cap Fund


BBH SELECT SERIES - MID CAP FUND


PORTFOLIO ALLOCATION

April 30, 2022 (unaudited)

SECTOR DIVERSIFICATION

U.S. $ Value

Percent of

Net Assets

Common Stock:

Communications

$

505,156

4.0

%

Consumer Cyclical

1,785,272

14.0

Consumer Non-Cyclical

2,308,188

18.2

Financials

1,521,311

12.0

Industrials

3,621,576

28.6

Technology

2,907,894

23.0

Cash and Other Assets in Excess of Liabilities

28,965

0.2

NET ASSETS

$

12,678,362

100.0

%

All data as of April 30, 2022. The 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.

2


BBH SELECT SERIES - MID CAP FUND


PORTFOLIO OF INVESTMENTS

April 30, 2022 (unaudited)

Shares

Value

COMMON STOCK (99.8%)

COMMUNICATIONS (4.0%)

4,371

Arista Networks, Inc.1

$

505,156

Total Communications

505,156

 

CONSUMER CYCLICAL (14.0%)

130

NVR, Inc.1

568,907

2,445

Watsco, Inc.

652,277

6,413

Wyndham Hotels & Resorts, Inc.

564,088

Total Consumer Cyclical

1,785,272

 

CONSUMER NON-CYCLICAL (18.2%)

7,160

AMN Healthcare Services, Inc.1

699,890

2,541

Bright Horizons Family Solutions, Inc.1

290,284

3,458

Bruker Corp.

198,800

3,087

Charles River Laboratories International, Inc.1

745,541

7,123

Shift4 Payments, Inc. (Class A)1

373,673

Total Consumer Non-Cyclical

2,308,188

 

FINANCIALS (12.0%)

11,084

Brown & Brown, Inc.

686,986

1,931

LPL Financial Holdings, Inc

362,777

967

SVB Financial Group1

471,548

Total Financials

1,521,311

 

INDUSTRIALS (28.6%)

5,171

Advanced Drainage Systems, Inc.

529,821

4,587

AptarGroup, Inc.

526,725

7,815

Crown Holdings, Inc.

859,963

3,380

Graco, Inc.

209,628

3,656

HEICO Corp. (Class A)

426,436

7,565

Mercury Systems, Inc.1

422,051

1,847

Toro Co.

148,000

2,896

Vulcan Materials Co.

498,952

Total Industrials

3,621,576

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

Financial Statements April 30, 2022

3


BBH SELECT SERIES - MID CAP FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Shares

Value

COMMON STOCK (continued)

TECHNOLOGY (23.0%)

2,704

Aspen Technology, Inc.1

$

428,692

10,549

Black Knight, Inc.1

694,019

7,016

Entegris, Inc.

781,512

6,149

Guidewire Software, Inc.1

534,594

3,925

Take-Two Interactive Software, Inc.1

469,077

Total Technology

2,907,894

Total Common Stock

(Cost $13,439,032)

12,649,397

TOTAL INVESTMENTS (Cost $13,439,032)2

99.8

%

$

12,649,397

CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES

0.2

%

28,965

NET ASSETS

100.00

%

$

12,678,362

________________

1

Non-income producing security.

2

The aggregate cost for federal income tax purposes is $13,439,032, the aggregate gross unrealized appreciation is $451,614 and the aggregate gross unrealized depreciation is $1,241,249, resulting in net unrealized depreciation of $789,635.

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

4


BBH SELECT SERIES - MID CAP FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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 April 30, 2022

5


BBH SELECT SERIES - MID CAP FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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 April 30, 2022.

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

April 30, 2022

Common Stock:

Communications

$

505,156

$

$

$

505,156

Consumer Cyclical

1,785,272

1,785,272

Consumer Non-Cyclical

2,308,188

2,308,188

Financials

1,521,311

1,521,311

Industrials

3,621,576

3,621,576

Technology

2,907,894

2,907,894

Investments, at value

$

12,649,397

$

$

$

12,649,397

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

6


BBH SELECT SERIES - MID CAP FUND


STATEMENT OF ASSETS AND LIABILITIES

April 30, 2022 (unaudited)

ASSETS:

Investments in securities, at value (Cost $13,439,032)

$

12,649,397

Cash

65,345

Receivables for:

Investment advisory and administrative fee waiver reimbursement

17,842

Dividends

2,453

Interest

63

Prepaid assets

14

Total Assets

12,735,114

LIABILITIES:

Payables for:

Professional fees

33,650

Investment advisory and administrative fees

8,382

Transfer agent fees

4,836

Custody and fund accounting fees

2,340

Board of Trustees' fees

2,045

Accrued expenses and other liabilities

5,499

Total Liabilities

56,752

 

NET ASSETS

$

12,678,362

Net Assets Consist of:

Paid-in capital

$

13,627,105

Accumulated deficit

(948,743)

Net Assets

$

12,678,362

 

NET ASSET VALUE AND OFFERING PRICE PER SHARE

CLASS I SHARES

($12,678,362 ÷ 1,361,082 shares outstanding)

$

9.31

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

Financial Statements April 30, 2022

7


BBH SELECT SERIES - MID CAP FUND


STATEMENT OF OPERATIONS

For the six months ended April 30, 2022 (unaudited)

NET INVESTMENT INCOME:

Income:

Dividends

$

32,457

Interest income

207

Total Income

32,664

 

Expenses:

Investment advisory and administrative fees

51,387

Professional fees

29,928

Board of Trustees' fees

27,350

Registration fees

17,072

Transfer agent fees

16,326

Custody and fund accounting fees

1,696

Miscellaneous expenses

13,184

Total Expenses

156,943

Investment advisory and administrative fee waiver

(95,247

)

Net Expenses

61,696

Net Investment Loss

(29,032

)

 

NET REALIZED AND UNREALIZED LOSS:

Net realized loss on investments in securities

(130,076

)

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

(1,644,836

)

Net Realized and Unrealized Loss

(1,774,912

)

Net Decrease in Net Assets Resulting from Operations

$

(1,803,944

)

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

8


BBH SELECT SERIES - MID CAP FUND


STATEMENTS OF CHANGES IN NET ASSETS

For the

six months ended

April 30, 2022

(unaudited)

For the period from

May 24, 2021

(commencement of operations) to

October 31, 2021

INCREASE (DECREASE) IN NET ASSETS:

Operations:

Net investment loss

$

(29,032

)

$

(22,618

)

Net realized gain (loss) on investments in securities

(130,076

)

12,020

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

(1,644,836

)

855,201

Net increase (decrease) in net assets resulting from operations.

(1,803,944

)

844,603

Share transactions:

Proceeds from sales of shares

648,453

12,989,250

Net increase in net assets resulting from share transactions

648,453

12,989,250

Total increase/(decrease) in net assets

(1,155,491

)

13,833,853

NET ASSETS:

Beginning of period

13,833,853

End of period

$

12,678,362

$

13,833,853

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

Financial Statements April 30, 2022

9


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 six

months ended

April 30, 2022

(unaudited)

For the period from

May 24, 2021

(commencement

of operations) to

October 31, 2021

Net asset value, beginning of period

$

10.68

$

10.00

Income from investment operations:

Net investment loss1

(0.02

)

(0.02

)

Net realized and unrealized gain (loss)

(1.35

)

0.70

Total income from investment operations

(1.37

)

0.68

Net asset value, end of period

$

9.31

$

10.68

Total return

(12.83

)%​2

6.80

%​2

Ratios/Supplemental data:

Net assets, end of period (in millions)

$

13

$

14

Ratio of expenses to average net assets before reductions

2.29

%​3

2.46

%​4

Fee waiver

(1.39

)%​3,5

(1.56

)%​4,5

Ratio of expenses to average net assets after reductions

0.90

%​3

0.90

%​4

Ratio of net investment income to average net assets

(0.42

)%​3

(0.40

)%​4

Portfolio turnover rate

10

%​2

3

%​2

____________

1

Calculated using average shares outstanding for the period.

2

Not annualized.

3

Annualized.

4

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

5

The ratio of expenses to average net assets for the six months ended April 30, 2022 and 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, 2023 and may only be terminated during its term with approval of the Fund’s Board of Trustees. For the six months ended April 30, 2022 and the period from May 24, 2021 to October 31, 2021, the waived fees were $95,247 and $135,159, respectively.

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

10


BBH SELECT SERIES - MID CAP FUND


NOTES TO FINANCIAL STATEMENTS

April 30, 2022 (unaudited)

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 April 30, 2022, 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 April 30, 2022, there were eight 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 April 30, 2022

11


BBH SELECT SERIES - MID CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended April 30, 2022, 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 six months ended April 30, 2022.

12


BBH SELECT SERIES - MID CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 the six months ended April 30, 2022, the Fund incurred $51,387 under the Agreement.

Financial Statements April 30, 2022

13


BBH SELECT SERIES - MID CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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, 2023, 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 six months ended April 30, 2022, the Investment Adviser waived fees in the amount of $95,247.

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 six months ended April 30, 2022, the Fund incurred $1,696 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 six months ended April 30, 2022 was $207. 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 Fund did not incur any such fees during the six months ended April 30, 2022. 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 six months ended April 30, 2022, the Fund incurred $27,350 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 six months ended April 30, 2022, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $2,412,881 and $1,361,293, respectively.

14


BBH SELECT SERIES - MID CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended

April 30, 2022

(unaudited)

For the period ended

October 31, 2021*

Shares

Dollars

Shares

Dollars

Class I

Shares sold

65,699

$648,453

1,295,383

$

12,989,250

Net increase

65,699

$648,453

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

Financial Statements April 30, 2022

15


BBH SELECT SERIES - MID CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

other debts (Preferred Securities risk). The Fund’s shareholders may be adversely impacted by asset allocation decisions made by an investment adviser whose discretionary clients make up a large percentage of the Fund’s shareholders (shareholder concentration risk). The extent of the Fund’s exposure to these risks in respect to these financial assets is included in their value as recorded in the Fund’s Statement of Assets and Liabilities.

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

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

7.Subsequent Events. 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 third 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 April 30, 2022 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.

16


BBH SELECT SERIES - MID CAP FUND


DISCLOSURE OF FUND EXPENSES

April 30, 2022 (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 (November 1, 2021 to April 30, 2022).

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 April 30, 2022

17


BBH SELECT SERIES - MID CAP FUND


DISCLOSURE OF FUND EXPENSES (continued)

April 30, 2022 (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

November 1, 2021

Ending

Account Value

April 30, 2022

Expenses Paid

During Period

November 1, 2021

to April 30, 20221

Actual

$1,000

$872

$4.18

Hypothetical2

$1,000

$1,020

$4.51

_________________

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 181/365.

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.

18


BBH SELECT SERIES - MID CAP FUND


CONFLICTS OF INTEREST

April 30, 2022 (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 Fund. In addition, certain of such clients (including the Fund) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Fund.

The Investment Adviser has adopted and implemented policies and procedures that seek to manage conflicts of interest. Pursuant to such policies and procedures, the Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, and compliance with its 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 Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser and the Trust’s CCO on areas of potential conflict.

Investors should carefully review the following, which describes potential and actual conflicts of interest that BBH and the Investment Adviser can face in the operation of 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 and the Fund have adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate the conflicts of interest described below. Additional information about potential conflicts of interest regarding the Investment Adviser is set forth in the Investment Adviser’s Form ADV. A copy of Part 1 and Part 2A of the Investment Adviser’s Form ADV is available on the SEC’s website (www.adviserinfo.sec.gov). In addition, many of the activities that create these conflicts of interest are limited and/or prohibited by law, unless an exception is available.

Other Clients and Allocation of Investment Opportunities. BBH and the Investment Adviser manage funds and accounts of clients other than the Fund (“Other Clients”). In general, BBH and the Investment Adviser face conflicts of interest when they render investment advisory services to different clients and, from time to time, provide dissimilar investment advice to different clients. Investment decisions will not necessarily be made in parallel among the Fund and Other Clients. Investments made by the Fund do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients may produce results that are materially different from those experienced by the Fund. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other funds or accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various funds or accounts managed by the Investment Adviser could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. From time to time, the Investment Adviser sponsor funds and other investment pools and accounts which engage in the same or similar businesses as the Fund

Financial Statements April 30, 2022

19


BBH SELECT SERIES - MID CAP FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

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 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 Fund and its affiliated and unaffiliated service providers (e.g., conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. BBH acting in its capacity as the Fund’s administrator is the primary valuation agent of the Fund. BBH values securities and assets in the Fund according to the Fund’s valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to a Fund’s net assets, BBH and its affiliates may have an incentive to seek to overvalue certain assets.

Aggregation. Potential conflicts of interest also arise with the aggregation of trade orders. Purchases and sales of securities for the Fund may be aggregated with orders for other client accounts managed by the Investment Adviser. The Investment 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 Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

Cross Trades. Under certain circumstances, the Investment Adviser, on behalf of the Fund, may seek to buy from or sell securities to another fund or account advised by BBH or the Investment Adviser. Subject to applicable law and regulation, BBH or the Investment Adviser may (but is not required to) effect purchases

20


BBH SELECT SERIES - MID CAP FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

and sales between BBH’s or the Investment Adviser’s clients (“cross trades”), including the Fund, if BBH or the Investment Adviser believes 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 Fund. BBH or the Investment 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 Fund 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 Fund based on the amount of brokerage commissions paid by the Fund and such other accounts. To the extent that the Investment 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 Investment 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 Investment 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 Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times.

Financial Statements April 30, 2022

21


BBH SELECT SERIES - MID CAP FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

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

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

Valuation. When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments will be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination and may be based on analytical values determined by BBH using proprietary or third-party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.

Referral Arrangements. BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.

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

Gifts and Entertainment. From time to time, employees of BBH, including the Investment Adviser, and any of their respective partners, principals, directors, officers, employees, affiliates or agents, may receive gifts

22


BBH SELECT SERIES - MID CAP FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

and/or entertainment from clients, intermediaries, or service providers to the Fund or BBH, including the Investment Adviser, which could have the appearance of affecting or may potentially affect the judgment of the employees, or the manner in which they conduct business. 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 April 30, 2022

23


BBH SELECT SERIES - MID CAP FUND


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

April 30, 2022 (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 8, 2022 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, 2021 through January 31, 2022 (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.

24


BBH SELECT SERIES - MID CAP FUND


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

April 30, 2022 (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 April 30, 2022

25


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’s Forms N-MFP 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


 

image provided by client

 

Semi-Annual Report

APRIL 30, 2022

BBH Partner Fund – International Equity


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO ALLOCATION

April 30, 2022 (unaudited)

COUNTRY DIVERSIFICATION

U.S. $ Value

Percent of

Net Assets

Common Stock:

Canada

$

222,853,367

9.5

%

Cayman Islands

84,239,417

3.6

France

323,726,195

13.8

Germany

64,250,266

2.7

Hong Kong

91,112,214

3.9

Ireland

141,033,566

6.0

Italy

41,260,725

1.8

Japan

225,140,128

9.6

Jersey

83,232,770

3.5

Luxembourg

12,078,186

0.5

Netherlands

142,955,099

6.1

Spain

160,298,014

6.8

Sweden

82,812,250

3.5

Switzerland

200,209,277

8.5

Taiwan

25,790,880

1.1

United Kingdom

101,450,150

4.3

United States

206,271,909

8.8

Registered Investment Companies:

United States

74,600,000

3.2

Cash and Other Assets in Excess of Liabilities

65,104,264

2.8

NET ASSETS

$

2,348,418,677

100.0

%

All data as of April 30, 2022. BBH Partner Fund - International Equity's (the "Fund") 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.

2


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO ALLOCATION (continued)

April 30, 2022 (unaudited)

SECTOR DIVERSIFICATION

U.S. $ Value

Percent of

Net Assets

Common Stock:

Communications

$

90,335,266

3.9

%

Consumer Cyclical

204,294,851

8.7

Consumer Non-Cyclical

660,622,715

28.1

Financials

355,430,055

15.1

Industrials

500,679,708

21.3

Technology

397,351,818

16.9

Registered Investment Companies

74,600,000

3.2

Cash and Other Assets in Excess of Liabilities

65,104,264

2.8

NET ASSETS

$

2,348,418,677

100.0

%

All data as of April 30, 2022. 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 april 30, 2022

3


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO OF INVESTMENTS

April 30, 2022 (unaudited)

Shares/

Units

Value

COMMON STOCK (94.0%)

CANADA (9.5%)

CONSUMER CYCLICAL

867,627

Alimentation Couche-Tard, Inc.

$

38,753,193

FINANCIALS

2,068,445

Brookfield Asset Management, Inc. (Class A)

103,519,178

INDUSTRIALS

159,175

Canadian Pacific Railway, Ltd.

11,682,033

TECHNOLOGY

43,632

Constellation Software, Inc.

68,898,963

Total Canada

222,853,367

CAYMAN ISLANDS (3.6%)

COMMUNICATIONS

2,702,280

JD.com, Inc. (Class A)1

84,239,417

Total Cayman Islands

84,239,417

FRANCE (13.8%)

CONSUMER CYCLICAL

51,138

LVMH Moet Hennessy Louis Vuitton SE

32,684,206

CONSUMER NON-CYCLICAL

77,977

L'Oreal S.A.

28,334,464

33,893

Sartorius Stedim Biotech

11,018,974

1,313,372

Worldline S.A.1,2

51,417,337

90,770,775

INDUSTRIALS

885,746

Safran S.A.

94,156,039

298,869

Schneider Electric SE

42,515,692

497,069

Thales S.A.

63,599,483

200,271,214

Total France

323,726,195

GERMANY (2.7%)

TECHNOLOGY

623,663

SAP SE

64,250,266

Total Germany

64,250,266

HONG KONG (3.9%)

FINANCIALS

7,278,260

AIA Group, Ltd.

71,114,787

471,479

Hong Kong Exchanges & Clearing, Ltd.

19,997,427

Total Hong Kong

91,112,214

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

4


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Shares/

Units

Value

COMMON STOCK (continued)

IRELAND (6.0%)

INDUSTRIALS

2,693,065

CRH, Plc.

$

106,701,217

TECHNOLOGY

114,304

Accenture, Plc. (Class A)

34,332,349

Total Ireland

141,033,566

 

ITALY (1.8%)

CONSUMER NON-CYCLICAL

4,202,836

Nexi SpA1,2

41,260,725

Total Italy

41,260,725

 

JAPAN (9.6%)

CONSUMER CYCLICAL

46,140

Nintendo Co., Ltd.

21,252,612

CONSUMER NON-CYCLICAL

1,855,080

Olympus Corp.

32,840,058

886,659

Shiseido Co., Ltd.

41,761,908

74,601,966

INDUSTRIALS

184,944

Keyence Corp.

74,576,605

TECHNOLOGY

369,915

Obic Co., Ltd.

54,708,945

Total Japan

225,140,128

 

JERSEY (3.5%)

CONSUMER NON-CYCLICAL

1,461,961

Clarivate, Plc.1

22,923,548

1,741,264

Experian, Plc.

60,309,222

Total Jersey

83,232,770

 

LUXEMBOURG (0.5%)

COMMUNICATIONS

59,969

Spotify Technology S.A.1

6,095,849

CONSUMER NON-CYCLICAL

64,450

Eurofins Scientific SE

5,982,337

Total Luxembourg

12,078,186

 

NETHERLANDS (6.1%)

CONSUMER CYCLICAL

1,376,280

Universal Music Group NV

31,803,067

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

financial statements april 30, 2022

5


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Shares/

Units

Value

COMMON STOCK (continued)

NETHERLANDS (continued)

CONSUMER NON-CYCLICAL

20,002

Adyen NV1,2

$

33,412,861

167,408

Heineken NV

16,308,460

49,721,321

TECHNOLOGY

108,708

ASML Holding NV

61,430,711

Total Netherlands

142,955,099

SPAIN (6.8%)

CONSUMER CYCLICAL

2,046,283

Industria de Diseno Textil S.A.

42,859,611

1,087,542

Amadeus IT Group S.A.

67,731,401

2,991,046

Grifols S.A.

49,707,002

 

117,438,403

 

Total Spain

160,298,014

SWEDEN (3.5%)

INDUSTRIALS

1,681,173

Assa Abloy AB (Class B)

42,459,785

3,117,440

Hexagon AB (Class B)

40,352,465

Total Sweden

82,812,250

SWITZERLAND (8.5%)

CONSUMER NON-CYCLICAL

1,128,762

Alcon, Inc.

80,105,996

100,287

Sonova Holding AG

36,118,379

116,224,375

FINANCIALS

55,994

Partners Group Holding AG

59,348,513

INDUSTRIALS

80,999

Sika AG

24,636,389

Total Switzerland

200,209,277

TAIWAN (1.1%)

TECHNOLOGY

209,420

MediaTek, Inc

5,749,503

215,661

Taiwan Semiconductor Manufacturing Co., Ltd. ADR

20,041,377

Total Taiwan

25,790,880

UNITED KINGDOM (4.3%)

FINANCIALS

431,247

London Stock Exchange Group, Plc

42,758,925

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

6


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Shares/

Units

Value

COMMON STOCK (continued)

 

UNITED KINGDOM (continued)

30,636,845

Melrose Industries, Plc.

$

44,035,924

1,179,875

Prudential, Plc.

14,655,301

Total United Kingdom

101,450,150

 

UNITED STATES (8.8%)

CONSUMER CYCLICAL

104,171

Lululemon Athletica, Inc.1

36,942,162

CONSUMER NON-CYCLICAL

319,203

PerkinElmer, Inc.

46,798,352

91,877

S&P Global, Inc.

34,591,691

81,390,043

TECHNOLOGY

886,936

Fidelity National Information Services, Inc.

87,939,704

Total United States

206,271,909

Total Common Stock (Cost $2,260,863,529)

2,208,714,413

 

REGISTERED INVESTMENT COMPANIES (3.2%)

UNITED STATES (3.2%)

74,600,000

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

74,600,000

Total United States

74,600,000

Total Registered Investment Companies (Cost $74,600,000)

74,600,000

TOTAL INVESTMENTS (Cost $2,335,463,529)3

97.2

%

$

2,283,314,413

CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES

2.8

%

$

65,104,264

NET ASSETS

100.00

%

$

2,348,418,677

________________

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 April 30, 2022 was $126,090,923 or 5.4% of net assets.

3

The aggregate cost for federal income tax purposes is $2,335,463,529, the aggregate gross unrealized appreciation is $249,871,093 and the aggregate gross unrealized depreciation is $302,020,209, resulting in net unrealized depreciation of $(52,149,116).

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

Abbreviations:

ADR – American Depositary Receipt.

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

financial statements april 30, 2022

7


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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.

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

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

8


BBH PARTNER FUND – INTERNATIONAL EQUITY


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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 April 30, 2022.

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

April 30, 2022

Common Stock:

Canada

$

222,853,367

$

$

$

222,853,367

Cayman Islands

84,239,417

84,239,417

France

323,726,195

323,726,195

Germany

64,250,266

64,250,266

Hong Kong

91,112,214

91,112,214

Ireland

34,332,349

106,701,217

141,033,566

Italy

41,260,725

41,260,725

Japan

225,140,128

225,140,128

Jersey

22,923,548

60,309,222

83,232,770

Luxembourg

6,095,849

5,982,337

12,078,186

Netherlands

142,955,099

142,955,099

Spain

160,298,014

160,298,014

Sweden

82,812,250

82,812,250

Switzerland

200,209,277

200,209,277

Taiwan

20,041,377

5,749,503

25,790,880

United Kingdom

101,450,150

101,450,150

United States

206,271,909

206,271,909

Registered Investment Companies:

United States

74,600,000

74,600,000

Investments, at value

$

587,118,399

$

1,696,196,014

$

$

2,283,314,413

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

financial statements april 30, 2022

9


BBH PARTNER FUND – INTERNATIONAL EQUITY


STATEMENT OF ASSETS AND LIABILITIES

April 30, 2022 (unaudited)

 

ASSETS:

Investments in securities, at value (Cost $2,335,463,529)

$

2,283,314,413

Cash

47,000,300

Foreign currency at value (Identified cost $241,628)

234,835

Receivables for:

Shares sold

17,784,700

Dividends

8,827,657

Interest

4,776

Prepaid assets

38,801

Total Assets

2,357,205,482

LIABILITIES:

Payables for:

Investments purchased

6,895,791

Investment advisory and administrative fees

1,300,358

Custody and fund accounting fees

374,299

Shares redeemed

76,500

Professional fees

34,434

Transfer agent fees

5,090

Board of Trustees' fees

1,729

Accrued expenses and other liabilities

98,604

Total Liabilities

8,786,805

NET ASSETS

$

2,348,418,677

Net Assets Consist of:

Paid-in capital

$

2,467,457,217

Accumulated deficit

(119,038,540

)

Net Assets

$

2,348,418,677

NET ASSET VALUE AND OFFERING PRICE PER SHARE

CLASS I SHARES

($2,348,418,677 ÷ 160,406,534 shares outstanding)

$14.64

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

10


BBH PARTNER FUND – INTERNATIONAL EQUITY


STATEMENT OF OPERATIONS

For the six months ended April 30, 2022 (unaudited)

 

NET INVESTMENT INCOME:

Income:

Dividends (net of foreign withholding taxes of $816,891)

$

9,864,691

Interest income

18,095

Other income

694

Total Income

9,883,480

Expenses:

Investment advisory and administrative fees

7,893,607

Custody and fund accounting fees

293,045

Board of Trustees' fees

35,782

Professional fees

34,526

Transfer agent fees

16,682

Miscellaneous expenses

58,567

Total Expenses

8,332,209

Net Investment Income

1,551,271

NET REALIZED AND UNREALIZED LOSS:

Net realized loss on investments in securities

(55,583,002

)

Net realized gain on foreign exchange transactions and translations

192,129

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

(55,390,873

)

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

(533,993,845

)

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

(329,695

)

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

(534,323,540

)

Net Realized and Unrealized Loss

(589,714,413

)

Net Decrease in Net Assets Resulting from Operations

$

(588,163,142

)

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

financial statements april 30, 2022

11


BBH PARTNER FUND – INTERNATIONAL EQUITY


STATEMENTS OF CHANGES IN NET ASSETS

For the six

months ended

April 30, 2022

(unaudited)

For the

year ended

October 31, 2021

INCREASE/(DECREASE) IN NET ASSETS:

Operations:

Net investment income

$

1,551,271

$

16,562,728

Net realized gain/(loss) on investments in securities and foreign exchange transactions and translations

(55,390,873

)

313,366,122

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

(534,323,540

)

127,875,518

Net increase/(decrease) in net assets resulting from operations

(588,163,142

)

457,804,368

Dividends and distributions declared:

Class I

(306,843,011

)

(64,592,022

)

Share transactions:

Proceeds from sales of shares

607,125,355

459,117,145

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

11,341,834

2,021,437

Cost of shares redeemed

(93,408,275

)

(165,132,495

)

Net increase in net assets resulting from share transactions

525,058,914

296,006,087

Total increase/(decrease) in net assets

(369,947,239

)

689,218,433

NET ASSETS:

Beginning of period

2,718,365,916

2,029,147,483

End of period

$

2,348,418,677

$

2,718,365,916

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

12


BBH PARTNER FUND – INTERNATIONAL EQUITY


FINANCIAL HIGHLIGHTS

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

For the six

months ended

April 30, 2022

For the years ended October 31,

(unaudited)

2021

2020

2019

2018

2017*

Net asset value, beginning of period

$

21.10

$

17.73

$

16.15

$

14.90

$

16.75

$

14.46

Income from investment operations:

Net investment income1

0.01

0.14

0.04

0.10

0.18

0.14

Net realized and unrealized gain (loss)

(4.12

)

3.79

1.81

2.19

(0.83

)

2.47

Total income (loss) from investment operations

(4.11

)

3.93

1.85

2.29

(0.65

)

2.61

Less dividends and distributions:

From net investment income

(0.13

)

(0.04

)

(0.09

)

(0.16

)

(0.10

)

(0.32

)

From net realized gains

(2.22

)

(0.52

)

(0.18

)

(0.88

)

(1.10

)

Total dividends and distributions

(2.35

)

(0.56

)

(0.27

)

(1.04

)

(1.20

)

(0.32

)

Short-term redemption fees1

0.00

2

Net asset value, end of period

$

14.64

$

21.10

$

17.73

$

16.15

$

14.90

$

16.75

Total return3

(21.39

)%4

22.38

%

11.59

%

16.92

%

(4.12

)%

18.51

%

Ratios/Supplemental data:

Net assets, end of period (in millions)

$

2,348

$

2,718

$

2,029

$

1,790

$

1,506

$

1,426

Ratio of expenses to average net assets before reductions

0.69

%5

0.68

%

0.69

%

0.71

%

0.68

%

0.74

%

Expense offset arrangement

%5

%

%

(0.01

)%

(0.03

)%

(0.01

)%

Ratio of expenses to average net assets after reductions

0.69

%5

0.68

%

0.69

%

0.70

%

0.65

%

0.73

%

Ratio of net investment income to average net assets

0.13

%5

0.65

%

0.22

%

0.66

%

1.15

%

0.91

%

Portfolio turnover rate

37

%4

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 period.

2

Less than $0.01.

3

Assumes reinvestment of distributions.

4

Not annualized.

5

Annualized.

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

financial statements april 30, 2022

13


BBH PARTNER FUND – INTERNATIONAL EQUITY


NOTES TO FINANCIAL STATEMENTS

April 30, 2022 (unaudited)

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, Class I. The investment objective of the Fund is long-term maximization of total return, primarily through capital appreciation. As of April 30, 2022, there were eight 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.

14


BBH PARTNER FUND – INTERNATIONAL EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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. 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 six months ended April 30, 2022, the Fund had no open contracts.

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

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

financial statements april 30, 2022

15


BBH PARTNER FUND – INTERNATIONAL EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended April 30, 2022, the Fund did not incur any such interest or penalties. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for the prior three years. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

G.Dividends and Distributions to Shareholders. Dividends and distributions 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 $306,843,011 to Class I shares during the six months ended April 30, 2022. In addition, the Fund designated a portion of the payment made to redeeming shareholders as a distribution for income tax purposes.

16


BBH PARTNER FUND – INTERNATIONAL EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 April 30, 2022.

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.

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 april 30, 2022

17


BBH PARTNER FUND – INTERNATIONAL EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended April 30, 2022, the Fund incurred $7,893,607 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 six months ended April 30, 2022, the Fund incurred $293,045 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 six months ended April 30, 2022 was $18,095. 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 six months ended April 30, 2022, was $2. This amount is included under line item “Custody and fund accounting fees” in the Statement of Operations.

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 six months ended April 30, 2022, the Fund incurred $35,782 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.

18


BBH PARTNER FUND – INTERNATIONAL EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

4.Investment Transactions. For the six months ended April 30, 2022, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $1,119,399,768 and $872,910,345, 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 six months ended

April 30, 2022 (unaudited)

For the year ended

October 31, 2021

Class I

Shares sold

36,426,701

$

607,125,355

22,233,203

$

459,117,145

Shares issued in connection with reinvestments of dividends

642,233

11,341,834

101,682

2,021,437

Shares redeemed

(5,523,231

)

(93,408,275

)

(7,930,765

)

(165,132,495

)

Net increase

31,545,703

$

525,058,914

14,404,120

$

296,006,087

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 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

financial statements april 30, 2022

19


BBH PARTNER FUND – INTERNATIONAL EQUITY


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

shareholders may be adversely impacted by asset allocation decisions made by an investment adviser whose discretionary clients make up a large percentage of the Fund’s shareholders (shareholder concentration risk). The derivatives held by the Fund including forwards and futures, may be riskier than other types of investments and may increase the volatility of the Fund (derivatives risk). Derivatives may be sensitive to changes in economic and market conditions and may create leverage, which could result in losses that significantly exceed the Fund’s original investment. Derivatives expose the Fund to counter-party risk, which is the risk that the derivative counterparty will not fulfill its contractual obligations (and includes credit risk associated with the counterparty). Because the Fund invests in large cap company securities, it may underperform other funds during periods when the Fund’s large cap securities are out of favor (large cap company risk). The extent of the Fund’s exposure to these risks in respect to these financial assets is included in their value as recorded in the Fund’s Statement of Assets and Liabilities.

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

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 third 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 April 30, 2022 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.

20


BBH PARTNER FUND – INTERNATIONAL EQUITY


DISCLOSURE OF FUND EXPENSES

April 30, 2022 (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 (November 1, 2021 to April 30, 2022).

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 april 30, 2022

21


BBH PARTNER FUND – INTERNATIONAL EQUITY


DISCLOSURE OF FUND EXPENSES (continued)

April 30, 2022 (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

November 1, 2021

Ending

Account Value

April 30, 2022

Expenses Paid

During Period

November 1, 2021

to April 30, 20221

Class I

Actual

$

1,000

$

786

$

3.06

Hypothetical2

$

1,000

$

1,021

$

3.46

____________

1

Expenses are equal to the Fund’s annualized expense ratio of 0.69% for I shares, multiplied by the average account value over the period, multiplied by 181/365 (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.

22


BBH PARTNER FUND – INTERNATIONAL EQUITY


DISCLOSURE OF ADVISOR SELECTION

April 30, 2022 (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 meetings on November 18, 2021 and December 14, 2021, in reliance on the Exemptive Relief, to consider whether to renew the combined Amended and Restated Investment Advisory and Administrative Services Agreement (the “Advisory Agreement”) between the Trust and the Investment Adviser with respect to the existing funds in the Trust, including the Fund. At these meetings the Board also considered the renewal of the sub-advisory agreement (the “Sub-Advisory Agreement” and, together with the Advisory Agreement, the “Agreements”) between the Investment Adviser and Select Equity Group, L.P. (“Select Equity Group” or the “Sub-Adviser”). At the December 14, 2021 meeting, the Board voted to approve the renewal of the Agreements with respect to the Fund for an additional one-year term. In doing so, the Board determined that the terms of the Agreements were fair and reasonable in the best interest of the Fund and its shareholders, and that it had received sufficient information to make an informed business decision with respect to the continuation of the Agreements.

Both in the meetings specifically held to address the continuance of the Agreements and at other meetings over the course of the year, the Board requested, received and assessed a variety of materials provided by the Investment Adviser, Sub-Adviser and BBH, including, among other things, information about the nature, extent and quality of the services provided to the Fund by the Investment Adviser, the Sub-Adviser and BBH, including investment management and administrative, the oversight of Fund service providers, marketing, risk oversight, compliance, and the ability to meet applicable legal and regulatory requirements. The Board also received comparative performance and fee and expense information for the Fund prepared by Broadridge Financial Solutions, Inc. (“Broadridge”) using data from Lipper Inc., an independent provider of investment company data (“Lipper Report”). The Board reviewed this report with Broadridge, Fund Counsel and BBH. The Board received from, and discussed with, counsel to the Trust (“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 continuation of the Agreements, the Board considered: (a) the nature, extent and quality of services provided by the Investment Adviser and Sub-Adviser; (b) the investment performance of the Fund; (c) the advisory fee and the cost of the services and profits to be realized by the Investment Adviser from its relationship with the Fund; (d) the Fund’s costs to investors compared to the costs of comparative funds and performance compared to the relevant performance of comparative funds; (e) the sharing of potential economies of scale; (f) fall-out benefits to the Investment Adviser as a result of its relationship with the Fund;

financial statements april 30, 2022

23


BBH PARTNER FUND – INTERNATIONAL EQUITY


DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2022 (unaudited)

and (g) other factors deemed relevant by the Board. The following is a summary of the factors the Board considered in making its determination to approve the continuance of the Agreements. No single factor reviewed by the Board was identified as the principal factor in determining whether to approve the 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 fees paid by the Fund to the Investment Adviser and Select Equity Group were reasonable based on the comparative performance, expense information, the cost of the services provided, and the profits realized by the Investment Adviser.

Nature, Extent and Quality of Services

The Board noted that, under the Advisory Agreement and with respect to the Fund, the Investment Adviser, subject to the supervision of the Board, is responsible for providing administrative services and overseeing the investment advisory services provided to the Fund under the same fee structure. Pursuant to the Sub-Advisory Agreement, the Sub-Adviser, subject to the supervision of the Investment Adviser and 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 received and considered information during the December 14, 2021 meeting, and over the course of the previous year, regarding the nature, extent and quality of services provided to the Fund by the Investment Adviser including: the supervision of the Sub-Adviser, supervision of operations and compliance and regulatory filings, disclosures to Fund shareholders, general oversight of service providers, organizing Board meetings and preparing the materials for such Board meetings, assisting 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 Advisory Agreement. The Board also considered the policies and practices followed by BBH and the Investment Adviser. The Board noted that during the course of its regular meetings it received reports on each of the foregoing topics. The Board concluded that, overall, they were 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 Agreements.

The Board received and considered information, during the meeting held on December 14, 2021, and over the course of the year, regarding the nature, extent and quality of services provided to the Fund by the Sub-Adviser, particularly portfolio management in light of the narrower scope of services performed by the Sub-Adviser. The Board also considered brokerage policies and practices and the standards applied in seeking best execution. The Board reviewed the qualifications of the key investment personnel primarily responsible for the day-to-day portfolio management of the Fund.

24


BBH PARTNER FUND – INTERNATIONAL EQUITY


DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2022 (unaudited)

Fund Performance

At the November 18, 2021 and December 14, 2021 meetings, and throughout the year, the Board received and considered performance information for the Fund provided by BBH. The Board considered the Fund’s performance relative to a peer category of other mutual funds in a report compiled by Broadridge. As part of this review, the Trustees considered the composition of the peer category, selection criteria and reputation of Broadridge who prepared the peer category analysis. The Board reviewed and discussed, with both BBH and Broadridge, the report’s findings and discussed the positioning of the Fund relative to the selected peer category. The Board considered short-term and long-term investment performance for the Fund over various periods of time as compared to a selection of peer funds, noting the Fund’s below average performance in the 1- and 2- year periods, average performance in the 3-, 5- and 10-year periods and above average performance in the 4-year period, each ended September 30, 2021. They further noted the Fund’s historical track record of positive absolute returns was consistent with the investment approach communicated to investors. In evaluating the performance of the Fund, the Board considered the risk expectations for the Fund as well as the level of Fund performance in the context of Fund expenses and the Investment Adviser’s profitability.

Costs of Services Provided and Profitability

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 combined investment advisory and administration fee and the Fund’s net operating expenses with those of other comparable mutual funds, such peer group and comparisons having been selected and calculated by Broadridge, 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 fees paid to the Sub-Adviser for their services to the Fund. The compensation paid to the Sub-Adviser is paid by the Investment Adviser, not the Fund directly, and, accordingly, the retention of the Sub-Adviser does not increase the fees or expenses otherwise incurred by the Fund’s shareholders.

With regard to profitability, the Trustees considered the compensation flowing to the Adviser and BBH, directly or indirectly, and to the Sub-Adviser. The Board reviewed annualized profitability data for the Fund using data for 2021 and prior years as of September 30, for both the Investment Adviser and BBH. The data also included the effect of revenue generated by the custody and fund accounting and administration fees paid by the Fund to BBH. The Board conducted a detailed review of the allocation methods used in preparing the profitability data. The Board also reviewed the Sub-Adviser’s profitability data for the Fund. The Board also considered the effect of fall-out benefits on the expenses of the Investment Adviser and BBH such as the increased visibility of BBH’s investment management business due to the distribution of the Funds. The

financial statements april 30, 2022

25


BBH PARTNER FUND – INTERNATIONAL EQUITY


DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2022 (unaudited)

Board focused on profitability of the Investment Adviser’s and BBH’s relationships with the Fund before taxes and distribution expenses. The Board concluded that neither the Investment Adviser and BBH’s nor the Sub-Adviser’s profitability was excessive in light of the nature, extent and quality of services provided to the Fund. The Board considered other benefits received by BBH, the Investment Adviser, and the Sub-Adviser, as applicable, as a result of their relationships with the Fund. These other benefits include proprietary research received from brokers that execute the Fund’s purchases and sales of securities and fees received for being the Fund’s administrator, custodian and fund accounting agent. In light of the costs of providing services pursuant to the Advisory 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 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, noting the existence of a graduated investment advisory fee. Based on information it had been provided over many years, the Board observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there appeared to be no uniformity or pattern in the fees and asset levels at which breakpoints apply. In light of the Fund’s current size and expense structure, the Board concluded that the current breakpoints for the Fund were reasonable. The Board concluded that the fees paid by the Fund to the Investment Adviser, and from the Investment Adviser to the Sub-Adviser, were reasonable based on the comparative performance, expense information, the cost of the services provided and the profits to be realized by the Investment Adviser.

26


BBH PARTNER FUND – INTERNATIONAL EQUITY


CONFLICTS OF INTEREST

APRIL 30, 2022 (unaudited)

Description of Potential Material Conflicts of Interest - Investment Adviser and Sub-Adviser

BBH, including the Investment Adviser, and the Sub-Adviser provide 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, and the Sub-Adviser may engage in activities in which its interests or the interests of its clients may conflict with or be adverse to the interests of the Fund. In addition, certain of such clients (including the Fund) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Fund.

The Investment Adviser and the Sub-Adviser have adopted and implemented policies and procedures that seek to manage conflicts of interest. Pursuant to such policies and procedures, the Investment Adviser and the Sub-Adviser monitor a variety of areas, including compliance with fund investment guidelines and compliance with their respective Codes 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 Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser, the Sub-Adviser and the Trust’s 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 Fund have adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate the conflicts of interest described below. Additional information about potential conflicts of interest regarding the Investment Adviser is set forth in the Investment Adviser’s Form ADV. A copy of Part 1 and Part 2A of the Investment Adviser’s Form ADV is available on the SEC’s website (www.adviserinfo.sec.gov). In addition, many of the activities that create these conflicts of interest are limited and/or prohibited by law, unless an exception is available.

Other Clients and Allocation of Investment Opportunities. BBH, the Investment Adviser, and the Sub-Adviser manage funds and accounts of clients other than the Fund (“Other Clients”). In general, BBH, the Investment Adviser, and the Sub-Adviser face conflicts of interest when they render investment advisory services to different clients and, from time to time, provide dissimilar investment advice to different clients. Investment decisions will not necessarily be made in parallel among the Fund and Other Clients. Investments made by the Fund do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients may produce results that are materially different from those experienced by the Fund. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other funds or accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the

financial statements april 30, 2022

27


BBH PARTNER FUND – INTERNATIONAL EQUITY


CONFLICTS OF INTEREST (continued)

APRIL 30, 2022 (unaudited)

various funds or accounts managed by the Investment Adviser or Sub-Adviser could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. From time to time, the Investment Adviser and Sub-Adviser sponsor funds and other investment pools and accounts which engage in the same or similar businesses as the Fund using the same or similar investment strategies. To the extent that the same investment opportunities might be desirable for more than one account or fund, possible conflicts could arise in determining how to allocate them because the Investment Adviser or Sub-Adviser may have an incentive to allocate investment opportunities to certain accounts or funds. However, BBH, the Investment Adviser and Sub-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 Fund and its affiliated and unaffiliated service providers (e.g., conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. BBH acting in its capacity as the Fund’s administrator is the primary valuation agent of the Fund. BBH values securities and assets in the Fund according to the Fund’s valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to a Fund’s net assets, BBH and its affiliates may have an incentive to seek to overvalue certain assets.

Aggregation. Potential conflicts of interest also arise with the aggregation of trade orders. Purchases and sales of securities for the Fund may be aggregated with orders for other 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 Fund will be charged or credited with the average price. Thus, the

28


BBH PARTNER FUND – INTERNATIONAL EQUITY


CONFLICTS OF INTEREST (continued)

APRIL 30, 2022 (unaudited)

effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

Cross Trades. Under certain circumstances, the Sub-Adviser, on behalf of the Fund, may seek to buy from or sell securities to another fund or account advised by the Sub-Adviser. Subject to applicable law and regulation, the Sub-Adviser may (but is not required to) effect purchases and sales between client accounts that it manages (“cross trades”), including the Fund, if the Sub-Adviser believes 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 Sub-Adviser’s decision to engage in these transactions for the Fund. The Sub-Adviser may have a potentially conflicting division of loyalties and responsibilities to the parties in such transactions.

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

Research or other services obtained in this manner may be used in servicing any or all of the Fund and other accounts managed by the Sub-Adviser, including in connection with accounts that do not pay commissions to the broker related to the research or other service arrangements. Such products and services may disproportionately benefit other client accounts relative to the Fund based on the amount of brokerage commissions paid by the Fund 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.

The Sub-Adviser 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 will invest a portion of the assets of its discretionary investment advisory clients in the Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times.

financial statements april 30, 2022

29


BBH PARTNER FUND – INTERNATIONAL EQUITY


CONFLICTS OF INTEREST (continued)

APRIL 30, 2022 (unaudited)

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

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

Valuation. When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments will be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination and may be based on analytical values determined by BBH using proprietary or third-party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.

Referral Arrangements. BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.

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

Gifts and Entertainment. From time to time, employees of BBH, including the Investment Adviser, and any of their respective partners, principals, directors, officers, employees, affiliates or agents, may receive gifts

30


BBH PARTNER FUND – INTERNATIONAL EQUITY


CONFLICTS OF INTEREST (continued)

APRIL 30, 2022 (unaudited)

and/or entertainment from clients, intermediaries, or service providers to the Fund or BBH, including the Investment Adviser, which could have the appearance of affecting or may potentially affect the judgment of the employees, or the manner in which they conduct business. 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 april 30, 2022

31


BBH PARTNER FUND – INTERNATIONAL EQUITY


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

APRIL 30, 2022 (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 8, 2022 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, 2021 through January 31, 2022 (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.

32


BBH PARTNER FUND – INTERNATIONAL EQUITY


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

APRIL 30, 2022 (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 april 30, 2022

33


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’s Forms N-MFP 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


 

image provided by client

 

Semi-Annual Report

APRIL 30, 2022

BBH Limited Duration Fund


BBH LIMITED DURATION FUND


PORTFOLIO ALLOCATION

April 30, 2022 (unaudited)

BREAKDOWN BY SECURITY TYPE

U.S. $ Value

Percent of

Net Assets

Asset Backed Securities

$

2,838,142,539

27.9

%

 

Commercial Mortgage Backed Securities

471,298,698

4.6

 

Corporate Bonds

4,939,916,712

48.6

 

Loan Participations and Assignments

1,290,900,173

12.7

 

Municipal Bonds

171,024,532

1.7

 

Residential Mortgage Backed Securities

109,636,017

1.1

 

U.S. Government Agency Obligations

177,338,724

1.7

 

U.S. Treasury Bills

192,083,470

1.9

Liabilities in Excess of Other Assets

(15,509,899

)

(0.2

)

NET ASSETS

$

10,174,830,966

100.0

%

All data as of April 30, 2022. The BBH Limited Duration Fund’s (the “Fund”) 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.

2


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

ASSET BACKED SECURITIES (27.9%)

$

10,000,000

AGL Core CLO 2, Ltd. 2019-2A

(3-Month USD-LIBOR + 1.390%)1,2

04/20/32

2.453

%

$

9,935,467

14,341,940

AIM Aviation Finance, Ltd. 2015-1A1

02/15/40

6.213

11,999,801

14,068,969

AmeriCredit Automobile Receivables Trust 2021-2

11/18/24

0.260

14,010,259

33,782,369

AmeriCredit Automobile Receivables Trust 2021-3

02/18/25

0.410

33,505,319

3,739,078

Amur Equipment Finance Receivables VII LLC 2019-1A1

06/20/24

2.630

3,744,440

14,240,000

Amur Equipment Finance Receivables X LLC 2022-1A1

10/20/27

1.640

13,778,586

14,300,000

ARI Fleet Lease Trust 2022-A1

01/15/31

3.120

14,264,250

48,700,000

Audax Senior Debt CLO III LLC 2020-1A (3-Month USD-LIBOR + 1.610%)1,2

01/20/30

2.673

48,521,130

8,792,281

Bankers Healthcare Group Securitization Trust 2020-A1

09/17/31

2.560

8,725,250

39,888,450

BHG Securitization Trust 2022-A1

02/20/35

1.710

38,965,121

12,410,000

BlackRock Elbert CLO V, Ltd. 5A (3-Month CME Term SOFR + 1.850%)1,2,3

06/15/34

2.962

12,410,000

31,700,000

BMW Vehicle Lease Trust 2022-1

05/28/24

0.670

31,424,210

11,828,979

Business Jet Securities LLC 2020-1A1

11/15/35

2.981

11,285,218

44,170,000

California Street CLO IX LP 2012-9A

(3-Month USD-LIBOR + 1.100%)1,2

07/16/32

2.144

43,889,730

29,280,000

Carlyle US CLO, Ltd. 2019-2A

(3-Month USD-LIBOR + 1.120%)1,2

07/15/32

2.164

29,061,621

23,500,000

CarMax Auto Owner Trust 2022-1

02/18/25

0.910

23,234,018

20,599,481

CARS-DB4 LP 2020-1A1

02/15/50

3.190

19,884,677

23,454,429

CF Hippolyta LLC 2020-11

07/15/60

1.690

21,755,756

5,531,408

Chesapeake Funding II LLC 2019-1A1

04/15/31

2.940

5,535,401

16,617,280

Chesapeake Funding II LLC 2020-1A1

08/15/32

0.870

16,495,743

25,000,000

Churchill MMSLF CLO-I LP 2021-2A (3-Month USD-LIBOR + 1.450%)1,2,3

10/01/32

1.535

24,728,000

1,672,952

CIG Auto Receivables Trust 2020-1A1

10/12/23

0.680

1,671,868

22,673,650

CIG Auto Receivables Trust 2021-1A1

04/14/25

0.690

22,347,025

8,361,377

Credit Acceptance Auto Loan Trust 2019-3A1

11/15/28

2.380

8,371,042

57,480,000

Credit Acceptance Auto Loan Trust 2020-3A1

10/15/29

1.240

56,254,837

12,445,000

Deerpath Capital CLO, Ltd. 2022-1A (3-Month CME Term SOFR + 1.950%)1,2,3

07/15/33

3.062

12,445,000

14,798,703

Dell Equipment Finance Trust 2019-21

10/22/24

1.910

14,811,743

36,940,000

Dell Equipment Finance Trust 2022-11

08/23/27

2.110

36,630,188

24,676,665

Donlen Fleet Lease Funding 2 LLC 2021-21

12/11/34

0.560

24,137,897

28,359,472

Drive Auto Receivables Trust 2021-3

01/15/25

0.520

28,161,889

17,180,000

Dryden 93 CLO, Ltd. 2021-93A (3-Month

USD-LIBOR + 1.080%)1,2

01/15/34

2.124

17,127,415

4,852,608

ECAF I, Ltd. 2015-1A1

06/15/40

3.473

4,028,538

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

financial statements april 30, 2022

3


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

ASSET BACKED SECURITIES (continued)

$

17,170,000

Elm Trust 2020-3A1

08/20/29

2.954

%

$

16,619,720

377,350

Enterprise Fleet Financing LLC 2019-11

10/20/24

2.980

377,721

8,847,637

Enterprise Fleet Financing LLC 2019-21

02/20/25

2.290

8,852,022

15,500,000

Enterprise Fleet Financing LLC 2022-11

01/20/28

3.030

15,347,534

58,580,000

Exeter Automobile Receivables Trust 2022-1A

06/17/24

1.150

58,363,395

28,100,000

Exeter Automobile Receivables Trust 2022-2 2022-2A

11/17/25

2.190

28,077,438

8,944,495

FCI Funding LLC 2021-1A1

04/15/33

1.130

8,855,531

36,649,794

Finance of America HECM Buyout 2022-HB11,2,4

02/25/32

2.695

35,711,967

50,300,000

Flexential Issuer 2021-1A1

11/27/51

3.250

47,237,092

17,139,696

FNA LLC 2019-13

12/10/31

3.000

17,076,279

6,147,268

Foursight Capital Automobile Receivables Trust 2021-21

04/15/25

0.400

6,090,425

15,000,000

Foursight Capital Automobile Receivables Trust 2022-11

09/15/25

1.150

14,753,179

4,919,284

FREED ABS Trust 2021-3FP1

11/20/28

0.620

4,898,221

12,235,809

FREED ABS Trust 2022-1FP1

03/19/29

0.940

12,135,426

30,450,000

FREED ABS Trust 2022-2CP1

05/18/29

3.030

30,364,396

23,708,458

Global SC Finance VII Srl 2020-1A1

10/17/40

2.170

22,060,390

24,613,943

Global SC Finance VII Srl 2020-2A1

11/19/40

2.260

22,924,604

34,620,000

GM Financial Consumer Automobile Receivables Trust 2022-1

02/18/25

0.760

34,279,949

50,750,000

Golub Capital Partners ABS Funding, Ltd. 2021-2A1

10/19/29

2.944

47,110,022

25,000,000

HPEFS Equipment Trust 2022-1A1

05/21/29

1.020

24,622,885

21,000,000

HTS Fund I LLC 2021-11

08/25/36

1.411

20,653,393

22,360,000

Hyundai Auto Receivables Trust 2022-A

02/18/25

1.810

22,205,908

31,960,000

Kubota Credit Owner Trust 2022-1 2022-1A1

04/15/25

2.340

31,657,134

18,647,000

LCM XXIV, Ltd. 24A (3-Month USD-LIBOR + 0.980%)1,2.

03/20/30

2.043

18,530,976

28,190,000

Lendmark Funding Trust 2019-1A1

12/20/27

3.000

28,016,189

21,710,000

Lendmark Funding Trust 2019-2A1

04/20/28

2.780

21,486,042

40,030,000

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

04/25/29

2.154

39,777,595

12,620,000

Mariner Finance Issuance Trust 2019-AA1

07/20/32

2.960

12,605,497

16,460,000

Mariner Finance Issuance Trust 2020-AA1

08/21/34

2.190

15,825,133

8,450,000

MCF CLO IX, Ltd. 2019-1A (3-Month CME Term

SOFR + 1.500%)1,2

07/17/31

2.351

8,378,358

41,880,000

Monroe Capital Income Plus ABS Funding LLC

2022-1A1

04/30/32

4.050

41,061,803

12,410,000

Monroe Capital Mml CLO X, Ltd. 2020-1A (3-Month CME Term SOFR + 1.870%)1,2

05/20/34

2.982

12,392,626

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

4


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

ASSET BACKED SECURITIES (continued)

$

27,120,000

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

07/25/25

1.618

%

$

27,133,254

47,600,000

Neuberger Berman Loan Advisers CLO 34, Ltd. 2019-34A (3-Month CME Term SOFR + 1.240%)1,2

01/20/35

2.091

47,256,290

40,570,000

New Residential Advance Receivables Trust Advance Receivables Backed 2020-T11

08/15/53

1.426

39,559,738

17,140,000

NextGear Floorplan Master Owner Trust 2019-2A1

10/15/24

2.070

17,115,587

30,640,000

NextGear Floorplan Master Owner Trust 2020-1A1

02/15/25

1.550

30,365,380

17,690,000

NextGear Floorplan Master Owner Trust 2022-1A1

03/15/27

2.800

17,194,772

34,930,000

NMEF Funding LLC 2022-A1

10/16/28

2.580

34,280,595

30,000,000

Northwoods Capital XVIII, Ltd. 2019-18A (3-Month USD-LIBOR + 1.100%)1,2

05/20/32

1.580

29,713,881

24,700,000

NRZ Advance Receivables Trust 2015-ON1 2020-T21

09/15/53

1.475

23,917,504

6,800,000

NRZ Advance Receivables Trust 2015-ON1 2020-T31

10/15/52

1.317

6,790,832

32,920,000

Octagon Investment Partners 20-R, Ltd. 2019-4A (3-Month USD-LIBOR + 1.150%)1,2

05/12/31

1.545

32,667,036

21,250,000

OnDeck Asset Securitization Trust III LLC 2021-1A1

05/17/27

1.590

20,182,389

195,506

OneMain Financial Issuance Trust 2019-1A1

02/14/31

3.480

195,464

13,350,000

OneMain Financial Issuance Trust 2022-S11

05/14/35

4.130

13,386,045

26,430,000

Oportun Funding XIII LLC 2019-A1

08/08/25

3.080

26,416,788

56,210,000

Oportun Issuance Trust 2021-C1

10/08/31

2.180

52,491,208

16,062,392

OSCAR US Funding XIII LLC 2021-2A1

08/12/24

0.390

15,881,895

11,228,177

OSCAR US Funding XII LLC 2021-1A1

03/11/24

0.400

11,132,861

39,680,000

OSCAR US Funding XIV LLC 2022-1A1

03/10/25

1.600

39,089,609

25,930,000

Oxford Finance Funding 2022-1 LLC 2022-1A1

02/15/30

3.602

24,869,818

20,000,000

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

08/20/27

2.080

19,920,000

15,000,000

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

10/24/27

2.784

14,913,495

47,880,000

Palmer Square Loan Funding, Ltd. 2022-1A (3-Month CME Term SOFR + 1.050%)1,2

04/15/30

1.284

47,571,145

19,490,000

Parliament CLO II, Ltd. 2021-2A (3-Month

USD-LIBOR + 1.350%)1,2

08/20/32

1.830

19,434,361

6,994,884

Pawnee Equipment Receivables Series LLC 2019-11

10/15/24

2.290

6,999,139

9,874,382

Pawnee Equipment Receivables Series LLC 2020-11

11/17/25

1.370

9,803,760

27,650,000

PFS Financing Corp. 2019-C1

10/15/24

2.230

27,640,511

23,070,000

PFS Financing Corp. 2020-F1

08/15/24

0.930

23,004,163

47,670,000

PFS Financing Corp. 2022-A1

02/15/27

2.470

46,117,493

18,070,000

Regional Management Issuance Trust 2020-11

10/15/30

2.340

17,274,002

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

financial statements april 30, 2022

5


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

ASSET BACKED SECURITIES (continued)

$

16,470,000

Republic Finance Issuance Trust 2020-A1

11/20/30

2.470

%

$

15,973,120

56,030,000

Republic Finance Issuance Trust 2021-A1

12/22/31

2.300

52,588,290

36,157,399

Santander Drive Auto Receivables Trust 2021-4

08/15/24

0.370

36,037,711

61,020,000

Santander Drive Auto Receivables Trust 2022-1

12/16/24

1.360

60,525,964

34,490,000

Santander Revolving Auto Loan Trust 2019-A1

01/26/32

2.510

33,327,152

40,105,000

SCF Equipment Leasing 2022-1 LLC 2022-1A1

02/22/28

2.060

39,415,455

9,956,996

Shenton Aircraft Investment I, Ltd. 2015-1A1

10/15/42

4.750

8,971,277

22,755,000

Southwick Park CLO LLC 2019-4A (3-Month

USD-LIBOR + 1.060%)1,2

07/20/32

2.123

22,576,435

50,179,032

Stack Infrastructure Issuer LLC 2019-1A1

02/25/44

4.540

50,065,307

19,160,000

Stack Infrastructure Issuer LLC 2020-1A1

08/25/45

1.893

17,725,654

25,258,038

SWC Funding LLC 2018-1A1,3

08/15/33

4.750

24,563,675

50,790,000

Symphony CLO XXI, Ltd. 2019-21A (3-Month

USD-LIBOR + 1.060%)1,2

07/15/32

2.104

50,228,583

12,760,000

Synchrony Card Funding LLC 2022-A1

04/17/28

3.370

12,754,583

20,677,018

Veros Auto Receivables Trust 2022-11

12/15/25

3.470

20,635,431

35,976,181

VFI ABS 2022-1 LLC 2022-1A1

03/24/28

2.230

35,553,749

41,339,446

Volkswagen Auto Loan Enhanced Trust 2021-1

10/21/24

0.490

40,950,636

17,848,614

Westlake Automobile Receivables Trust 2020-3A1

05/15/24

0.560

17,811,334

17,172,755

Westlake Automobile Receivables Trust 2021-1A1

10/15/24

0.390

17,082,409

32,619,382

Westlake Automobile Receivables Trust 2021-2A1

04/15/25

0.320

32,312,346

39,217,731

Westlake Automobile Receivables Trust 2021-3A1

09/16/24

0.570

38,859,116

34,080,000

Westlake Automobile Receivables Trust 2022-1 2022-1A1

12/16/24

1.970

33,923,897

43,010,000

Wheels Fleet Lease Funding 1 LLC 2022-1A1

10/18/36

2.470

42,451,111

Total Asset Backed Securities

(Cost $2,892,180,345)

2,838,142,539

COMMERCIAL MORTGAGE BACKED

SECURITIES (4.6%)

26,807,000

BB-UBS Trust 2012-TFT1,2,4

06/05/30

3.559

25,531,933

20,300,000

BPR Trust 2022-OANA (1-Month CME Term

SOFR + 1.898%)1,2

04/15/37

2.248

20,261,446

12,304,989

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

10/15/36

1.474

12,235,872

54,935,415

BX Commercial Mortgage Trust 2022-LP2 (1-Month CME Term SOFR + 1.013%)1,2

02/15/39

1.535

53,747,244

16,051,103

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

06/15/34

1.599

15,896,195

39,480,000

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

02/15/38

1.282

39,039,960

20,990,000

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

11/15/37

1.782

20,990,000

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

6


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

COMMERCIAL MORTGAGE BACKED

SECURITIES (continued)

$

17,250,000

BXMT, Ltd. 2021-FL4 (1-Month

USD-LIBOR + 1.050%)1,2

05/15/38

1.604

%

$

17,066,719

31,329,000

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

11/15/31

3.454

27,810,440

9,690,000

Commercial Mortgage Pass Through Certificates 2013-GAM1,2,4

02/10/28

3.417

9,279,151

18,443,191

HPLY Trust 2019-HIT (1-Month

USD-LIBOR + 1.000%)1,2

11/15/36

1.554

18,026,950

18,040,000

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

11/15/38

1.505

17,734,671

33,690,000

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

04/15/38

1.355

33,035,626

32,615,000

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

11/15/34

1.254

32,450,894

16,040,000

MTN Commercial Mortgage Trust 2022-LPFL (1-Month CME Term SOFR + 1.397%)1,2

03/15/39

1.906

15,959,696

25,489,870

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

04/14/38

1.404

25,351,690

21,560,000

Ready Capital Mortgage Financing 2022-FL8 LLC (30-Day SOFR + 1.650%)1,2

01/25/37

1.938

21,427,652

46,350,000

SPGN 2022-TFLM Mortgage Trust (1-Month CME Term SOFR + 1.550%)1,2

02/15/39

2.059

45,509,489

20,035,280

STWD, Ltd. 2019-FL1 (1-Month CME Term SOFR + 1.194%)1,2

07/15/38

1.716

19,943,070

Total Commercial Mortgage Backed Securities

(Cost $480,895,169)

471,298,698

 

CORPORATE BONDS (48.6%)

AUTO MANUFACTURERS (0.8%)

45,590,000

Daimler Trucks Finance North America LLC

(SOFR + 0.500%)1,2

06/14/23

0.776

45,515,427

30,805,000

General Motors Financial Co., Inc.

06/30/22

3.150

30,842,870

7,750,000

General Motors Financial Co., Inc.

07/08/22

3.550

7,778,078

84,136,375

BANKS (14.6%)

41,195,000

ASB Bank, Ltd.1

06/14/23

3.750

41,581,912

34,375,000

Australia & New Zealand Banking Group, Ltd.

05/19/22

2.625

34,386,756

47,633,000

Australia & New Zealand Banking Group, Ltd.

11/09/22

2.625

47,727,797

78,697,000

Bank of America Corp. (3-Month

USD-LIBOR + 0.930%)2

07/21/23

2.816

78,686,483

19,530,000

Bank of America Corp. (SOFR + 0.670%)2

02/04/25

1.843

18,903,004

51,125,000

Bank of Montreal

01/10/25

1.500

48,493,401

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

financial statements april 30, 2022

7


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

BANKS (continued)

$

54,710,000

Bank of New Zealand1

02/20/24

3.500

%

$

54,921,295

58,070,000

Bank of Nova Scotia

03/11/24

2.440

57,121,296

32,500,000

Bank of Nova Scotia (SOFR + 0.380%)2

07/31/24

0.660

32,264,665

15,015,000

Bank of Nova Scotia

01/10/25

1.450

14,184,067

26,935,000

BNP Paribas S.A.1

05/23/22

2.950

26,959,051

40,560,000

Canadian Imperial Bank of Commerce

09/13/23

3.500

40,849,482

16,860,000

Canadian Imperial Bank of Commerce

10/18/24

1.000

15,842,049

69,806,000

Citigroup, Inc.

10/27/22

2.700

69,985,781

40,893,000

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

07/24/23

2.876

40,885,428

33,540,000

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

07/07/25

0.682

33,244,311

33,560,000

DNB Bank ASA1

12/02/22

2.150

33,548,680

65,000,000

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

09/30/25

0.856

60,953,307

50,978,000

Goldman Sachs Group, Inc. (3-Month

USD-LIBOR + 0.990%)2

07/24/23

2.905

50,947,253

20,810,000

Goldman Sachs Group, Inc.

12/06/23

1.217

20,210,350

29,665,000

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

08/17/24

0.732

28,550,652

33,350,000

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

06/04/26

2.099

31,143,524

62,235,000

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

03/16/24

0.697

60,829,580

33,270,000

JPMorgan Chase & Co. (3-Month

CME Term SOFR + 1.585%)2

03/13/26

2.005

31,343,144

33,923,000

Lloyds Banking Group, Plc.

03/12/24

3.900

33,973,528

24,865,000

Lloyds Banking Group, Plc. (1-Year

CMT Index + 1.600%)2

03/18/26

3.511

24,385,411

17,755,000

Lloyds Banking Group, Plc. (1-Year

CMT Index + 1.800%)2

03/18/28

3.750

17,133,086

39,660,000

Mitsubishi UFJ Financial Group, Inc.

07/17/25

1.412

36,572,204

105,556,000

Morgan Stanley

05/19/22

2.750

105,619,403

30,000,000

Royal Bank of Canada

01/21/25

1.600

28,464,166

16,070,000

Santander Holdings USA, Inc.

06/07/24

3.500

15,971,042

26,360,000

Skandinaviska Enskilda Banken AB1

09/09/24

0.650

24,706,259

31,121,000

Toronto-Dominion Bank

03/08/24

2.350

30,658,155

34,335,000

Toronto-Dominion Bank

12/13/24

1.250

32,593,802

61,285,000

Truist Bank

03/09/23

1.250

60,629,650

21,430,000

Truist Financial Corp.

12/06/23

3.750

21,637,241

42,990,000

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

3.700

36,725,067

22,790,000

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

06/02/24

1.654

22,401,953

19,370,000

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

04/30/26

2.188

18,296,639

1,483,330,874

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

8


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

BIOTECHNOLOGY (0.5%)

$

53,483,000

Gilead Sciences, Inc.

09/01/22

3.250

%

$

53,612,579

DIVERSIFIED FINANCIAL SERVICES (5.2%)

11,426,000

AerCap Ireland Capital DAC / AerCap Global Aviation Trust

09/15/23

4.500

11,448,952

47,945,000

AerCap Ireland Capital DAC / AerCap Global Aviation Trust

02/15/24

3.150

46,787,770

21,450,000

AerCap Ireland Capital DAC / AerCap Global Aviation Trust

10/29/24

1.750

19,960,897

84,507,000

AIG Global Funding1

09/13/23

0.400

81,638,841

35,795,000

Air Lease Corp.

01/15/23

2.250

35,662,899

29,300,000

Air Lease Corp.

01/15/23

2.750

29,280,867

59,004,000

American Express Co.

08/01/22

2.500

59,099,830

33,230,000

Aviation Capital Group LLC1

12/15/24

5.500

33,728,064

33,535,000

Avolon Holdings Funding, Ltd.1

01/15/26

5.500

33,585,664

37,385,000

Bread Financial Holdings, Inc.1

12/15/24

4.750

36,263,450

16,045,000

Capital One Financial Corp.

05/11/23

2.600

16,008,833

45,285,000

Capital One Financial Corp. (SOFR + 0.690%)2

12/06/24

1.343

43,518,927

14,430,000

Credit Acceptance Corp.1

12/31/24

5.125

14,256,984

2,785,000

Credit Acceptance Corp.

03/15/26

6.625

2,812,850

48,895,000

Drawbridge Special Opportunities Fund LP1

02/15/26

3.875

46,143,773

25,095,000

Strategic Credit Opportunities Partners LLC

04/01/26

4.250

23,392,756

533,591,357

ELECTRIC (4.8%)

74,190,000

Alexander Funding Trust1

11/15/23

1.841

71,190,401

16,025,000

Constellation Energy Generation LLC

06/01/25

3.250

15,701,843

39,340,000

Duke Energy Corp. (SOFR + 0.250%)2

06/10/23

0.511

39,190,792

56,760,000

Duke Energy Progress NC Storm Funding LLC

07/01/30

1.295

52,824,635

61,690,000

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

5.375

56,898,538

12,750,000

Edison International

03/15/23

2.950

12,705,117

25,345,000

New York State Electric & Gas Corp.

05/01/23

5.750

26,004,216

42,385,000

NextEra Energy Capital Holdings, Inc.

03/01/23

0.650

41,702,867

88,057,000

Public Service Enterprise Group, Inc.

11/15/22

2.650

88,216,799

24,425,000

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

06/13/22

0.615

24,425,000

27,010,000

Southern Co. (SOFR + 0.370%)2

05/10/23

0.555

26,928,153

36,892,000

Vistra Operations Co. LLC1

09/01/26

5.500

36,762,878

492,551,239

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

financial statements april 30, 2022

9


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

HEALTHCARE-PRODUCTS (0.4%)

$

45,636,000

Thermo Fisher Scientific, Inc.

10/18/23

0.797

%

$

44,249,007

HEALTHCARE-SERVICES (0.6%)

60,630,000

Sutter Health

08/15/25

1.321

56,184,461

INSURANCE (7.0%)

15,483,000

Aon Corp.

11/15/22

2.200

15,456,624

20,325,000

Athene Global Funding1

07/01/22

3.000

20,357,759

16,760,000

Athene Global Funding1

01/08/24

0.950

15,990,617

18,000,000

Athene Global Funding1

01/14/25

2.500

17,232,219

14,345,000

Athene Global Funding1

06/29/25

2.550

13,772,534

33,775,000

Equitable Financial Life Global Funding1

11/12/24

1.100

31,778,469

59,274,000

F&G Global Funding1

09/20/24

0.900

55,328,466

64,675,000

GA Global Funding Trust1

12/08/23

1.250

62,194,956

50,000,000

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

09/13/24

0.765

49,154,064

44,790,000

Met Tower Global Funding1

09/14/26

1.250

40,208,614

73,445,000

New York Life Global Funding1

01/14/25

1.450

69,948,103

74,165,000

Northwestern Mutual Global Funding1

03/25/24

0.600

70,588,398

19,330,000

Pacific Life Global Funding II1

06/24/25

1.200

17,858,451

37,180,000

Pricoa Global Funding I1

12/06/24

1.150

35,195,703

47,175,000

Principal Life Global Funding II1

01/10/25

1.375

44,523,080

29,855,000

Protective Life Global Funding1

07/05/24

0.781

28,174,900

42,465,000

Protective Life Global Funding1

01/13/25

1.646

40,260,486

37,290,000

Sirius International Group, Ltd.1

11/01/26

4.600

35,749,923

31,750,000

United Insurance Holdings Corp.

12/15/27

6.250

30,690,663

4,205,000

Universal Insurance Holdings, Inc.

11/30/26

5.625

4,033,793

11,950,000

Vitality Re XIII Ltd. (3-Month U.S. 3-Month Treasury Bill + 2.000%)1,2

01/06/26

2.803

11,702,635

710,200,457

INVESTMENT COMPANIES (6.3%)

74,580,000

Ares Capital Corp.

02/10/23

3.500

74,566,340

41,185,000

BlackRock TCP Capital Corp.

08/23/24

3.900

40,798,142

46,600,000

Blackstone Private Credit Fund1

09/15/24

1.750

43,549,309

30,840,000

Blackstone Private Credit Fund1

11/22/24

2.350

29,101,282

24,645,000

Blackstone Secured Lending Fund

07/14/23

3.650

24,681,359

14,654,000

Blackstone Secured Lending Fund

01/15/26

3.625

14,020,786

35,855,000

Business Development Corp. of America1

12/30/22

4.750

35,734,108

18,375,000

Business Development Corp. of America1

12/15/24

4.850

18,238,395

26,475,000

Business Development Corp. of America

03/30/26

3.250

24,206,286

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

10


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

INVESTMENT COMPANIES (continued)

$

31,955,000

FS KKR Capital Corp.

07/15/24

4.625

%

$

31,936,161

18,859,000

FS KKR Capital Corp.

02/01/25

4.125

18,500,980

42,821,000

FS KKR Capital Corp.1

02/14/25

4.250

41,136,700

39,855,000

Golub Capital BDC, Inc.

04/15/24

3.375

39,107,366

9,329,000

Main Street Capital Corp.

12/01/22

4.500

9,425,055

49,650,000

Main Street Capital Corp.

05/01/24

5.200

50,203,256

33,980,000

Main Street Capital Corp.

07/14/26

3.000

30,912,480

31,201,000

Owl Rock Capital Corp.

04/15/24

5.250

31,566,276

10,000,000

Owl Rock Capital Corp.

03/30/25

4.000

9,738,115

27,070,000

Owl Rock Capital Corp. II1

11/26/24

4.625

26,659,375

18,000,000

OWL Rock Core Income Corp.1

09/23/26

3.125

16,017,185

20,015,000

Owl Rock Technology Finance Corp.1

12/15/25

4.750

19,398,531

17,345,000

PennantPark Investment Corp.

11/01/26

4.000

16,044,755

645,542,242

MEDIA (0.6%)

58,742,000

Charter Communications Operating LLC / Charter Communications Operating Capital

07/23/22

4.464

58,842,627

OIL&GAS (0.2%)

6,400,000

Continental Resources, Inc.

04/15/23

4.500

6,471,680

10,072,000

Woodside Finance, Ltd.1

09/15/26

3.700

9,843,815

16,315,495

PHARMACEUTICALS (0.8%)

20,446,000

AbbVie, Inc.

10/01/22

3.250

20,489,992

57,840,000

AbbVie, Inc.

11/21/22

2.300

57,830,866

78,320,858

PIPELINES (2.0%)

52,187,000

Energy Transfer LP / Regency Energy Finance Corp.

10/01/22

5.000

52,339,857

42,750,000

EnLink Midstream Partners, LP

06/01/25

4.150

41,574,375

73,930,000

Kinder Morgan, Inc.

01/15/23

3.150

74,127,666

31,985,000

Northriver Midstream Finance LP1

02/15/26

5.625

31,185,375

199,227,273

REAL ESTATE INVESTMENT TRUSTS (1.5%)

82,304,000

American Tower Corp.

01/31/23

3.500

82,806,697

25,360,000

EF Holdco / EF Cayman Hold / Ellington Finance REIT Cayman/TRS / EF Cayman Non-MTM1

04/01/27

5.875

25,168,821

23,540,000

HAT Holdings I LLC / HAT Holdings II LLC1

06/15/26

3.375

21,622,196

19,215,000

Scentre Group Trust 1 / Scentre Group Trust 21

01/28/26

3.625

18,841,747

148,439,461

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

financial statements april 30, 2022

11


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

RETAIL (0.8%)

$

11,000,000

Nordstrom, Inc.

04/08/24

2.300

%

$

10,532,500

72,275,000

Walgreens Boots Alliance, Inc.

11/17/23

0.950

70,061,451

80,593,951

SEMICONDUCTORS (0.3%)

33,545,000

ams-OSRAM AG1

07/31/25

7.000

33,954,585

SOFTWARE (1.2%)

120,307,000

Oracle Corp.

05/15/22

2.500

120,344,871

TELECOMMUNICATIONS (1.0%)

100,479,000

AT&T, Inc.

06/30/22

3.000

100,479,000

Total Corporate Bonds

(Cost $5,075,657,832)

4,939,916,712

 

LOAN PARTICIPATIONS AND ASSIGNMENTS (12.7%)

36,085,000

AAdvantage Loyality IP, Ltd. (3-Month

USD-LIBOR + 4.750%)2

04/20/28

5.813

36,696,280

21,819,970

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

02/10/27

6.151

21,596,315

20,938,603

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

11/01/28

4.313

20,883,325

47,052,244

Asplundh Tree Expert LLC (1-Month

USD-LIBOR + 1.750%)2

09/07/27

2.514

46,556,314

11,070,067

Avantor Funding, Inc. Term B5 (1-Month

USD-LIBOR + 2.250%)2

11/08/27

3.014

10,987,042

20,775,495

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

01/15/25

2.500

20,541,771

14,812,500

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

12/01/27

2.875

14,710,738

56,167,421

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

2.756

55,575,416

10,387,182

BCP Renaissance Parent LLC Term B3 (1-Month CME Term SOFR + 3.500%)2

11/02/26

4.500

10,276,870

36,158,127

Buckeye Partners LP Term B1 (1-Month

     USD-LIBOR + 2.250%)2

11/01/26

2.707

35,880,432

36,356,636

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

04/30/25

2.520

36,058,875

24,491,572

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

04/30/26

4.014

24,073,256

36,491,389

Clean Harbors, Inc. (1-Month USD-LIBOR + 1.750%)2

06/28/24

2.514

36,324,258

19,950,000

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

10/08/28

2.764

19,860,225

25,891,030

Delos Finance S.a.r.l. (3-Month

USD-LIBOR + 1.750%)2

10/06/23

2.756

25,775,556

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

12


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

LOAN PARTICIPATIONS AND

ASSIGNMENTS (continued)

$

38,650,623

Eastern Power LLC (TPF II LC, LLC) (3-Month

USD-LIBOR + 3.750%)2

10/02/25

4.756

%

$

27,776,270

47,308,408

Elanco Animal Health, Inc. (1-Month

USD-LIBOR + 1.750%)2

08/01/27

2.205

46,303,104

22,197,874

Genpact, Ltd. (1-Month USD-LIBOR + 1.375%)2

08/09/23

2.139

22,031,390

3,970,000

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

06/30/28

2.514

3,966,268

20,765,464

Icon Plc. (3-Month USD-LIBOR + 2.250%)2

07/03/28

3.313

20,632,358

11,904,043

Iqvia, Inc. Term B1 (1-Month USD-LIBOR + 1.750%)2

03/07/24

2.514

11,832,619

6,309,540

Iqvia, Inc. Term B2 (1-Month USD-LIBOR + 1.750%)2

01/17/25

2.514

6,267,455

11,310,890

Iqvia, Inc. Term B3 (3-Month USD-LIBOR + 1.750%)2

06/11/25

2.756

11,235,446

33,741,266

Iridium Satellite LLC Term B2 (1-Month

USD-LIBOR + 2.500%)2

11/04/26

3.264

33,498,666

36,777,088

Jazz Pharmaceuticals, Plc. (1-Month

USD-LIBOR + 3.500%)2

05/05/28

4.264

36,703,533

51,300,631

Lumen Technologies, Inc. Term A (1-Month

USD-LIBOR + 2.000%)2

01/31/25

2.764

50,627,567

22,759,678

Lumen Technologies, Inc. Term B (1-Month

USD-LIBOR + 2.250%)2

03/15/27

3.014

21,768,722

36,601,075

MPH Acquisition Holdings LLC (3-Month

USD-LIBOR + 4.250%)2

09/01/28

4.758

35,097,137

16,103,094

Nexstar Media, Inc. (1-Month USD-LIBOR + 1.500%)2

10/26/23

1.955

15,989,084

42,239,911

Nexstar Media, Inc. (1-Month USD-LIBOR + 1.500%)2

09/19/24

1.955

41,958,170

38,605,707

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

10/01/25

4.217

38,330,834

50,000,000

NVA Holdings Parent LLC (1-Month

USD-LIBOR + 1.750%)2,3

12/16/24

2.563

48,950,000

51,819,138

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

06/02/28

3.563

51,527,914

56,015,195

Ortho Clinical Diagnostics Inc. (1-Month

USD-LIBOR + 3.000%)2

06/30/25

3.266

55,857,792

15,000,000

Setanta Aircraft Leasing DAC (3-Month

USD-LIBOR + 2.000%)2

11/05/28

3.006

14,890,650

45,000,000

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

10/20/27

4.750

46,443,600

15,960,000

Southwestern Energy Co. (3-Month

USD-LIBOR + 2.500%)2

06/22/27

3.151

15,920,100

12,957,889

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

04/16/25

2.514

12,759,115

9,749,173

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

04/16/25

2.514

9,599,621

8,137,818

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

04/16/25

2.514

8,022,912

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

financial statements april 30, 2022

13


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

LOAN PARTICIPATIONS AND ASSIGNMENTS

(continued)

 

$

17,490,413

UGI Energy Services LLC (1-Month

USD-LIBOR + 3.750%)2

08/13/26

4.514

%

$

17,441,264

48,138,750

United AirLines, Inc. Term B (3-Month

USD-LIBOR + 3.750%)2

04/21/28

4.500

47,684,802

20,881,100

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

12/31/25

2.472

20,587,930

41,357,776

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

05/30/25

2.514

40,949,575

61,214,787

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

09/20/24

2.520

60,449,602

Total Loan Participations and Assignments

Cost $1,308,792,851)

1,290,900,173

 

MUNICIPAL BONDS (1.7%)

31,000,000

Kentucky Public Energy Authority, Revenue Bonds

(SOFR + 1.200%)2

08/01/52

1.388

30,294,245

10,100,000

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

01/01/24

1.019

10,144,466

12,845,000

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

12/15/26

6.250

13,756,412

119,055,000

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

09/15/27

1.235

116,829,409

Total Municipal Bonds

(Cost $174,003,231)

171,024,532

RESIDENTIAL MORTGAGE BACKED SECURITIES (1.1%)

17,788,522

Cascade Funding Mortgage Trust 2019-RM31,2,4

06/25/69

2.800

17,362,797

16,463,703

CFMT LLC 2021-HB51,2,4

02/25/31

0.801

16,242,572

4,219,556

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

08/18/60

1.504

4,226,439

2,514,795

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

11/18/60

1.454

2,519,859

8,598,933

RESIMAC Premier 2019-2A (1-Month

USD-LIBOR + 0.950%)1,2

02/10/51

1.438

8,477,791

9,812,010

RESIMAC Premier 2020-1A (1-Month

USD-LIBOR + 1.050%)1,2

02/07/52

1.496

9,792,997

13,640,800

RESIMAC Premier 2021-1A (1-Month

USD-LIBOR + 0.700%)1,2

07/10/52

1.188

13,543,347

30,138,083

RMF Buyout Issuance Trust 2021-HB11,2,4

11/25/31

1.259

28,933,024

8,782,468

RMF Proprietary Issuance Trust 2019-11,2,4

10/25/63

2.750

8,537,191

Total Residential Mortgage Backed Securities

(Cost $111,890,147)

109,636,017

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

14


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

U.S. GOVERNMENT AGENCY OBLIGATIONS (1.7%)

$

15,622,000

Federal Farm Credit Banks Funding Corp.

08/25/25

0.610

%

$

14,430,427

36,000,000

Federal Home Loan Mortgage Corp.

05/19/23

0.250

35,232,997

40,168,000

Federal Home Loan Mortgage Corp.

10/27/25

0.600

36,875,011

26,490,000

Federal Home Loan Mortgage Corp.

10/27/25

0.625

24,304,802

40,500,000

Federal Home Loan Mortgage Corp.

11/12/25

0.600

37,134,186

24,040,000

Federal Home Loan Mortgage Corp.

11/25/25

0.625

22,086,357

22,775

Federal Home Loan Mortgage Corp. (FHLMC) Non Gold Guaranteed (1-Year USD-LIBOR + 1.769%)2

04/01/36

2.083

23,308

13,229

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

12/01/36

1.865

13,212

10,946

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

01/01/37

1.995

10,884

3,197,976

Federal National Mortgage Association (FNMA)

07/01/35

5.000

3,387,490

200,360

Federal National Mortgage Association (FNMA)

11/01/35

5.500

214,105

27,405

Federal National Mortgage Association (FNMA) (1-Year USD-LIBOR + 1.979%)2

07/01/36

2.229

28,770

40,985

Federal National Mortgage Association (FNMA) (1-Year USD-LIBOR + 1.724%)2

09/01/36

1.974

42,346

26,560

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

01/01/37

2.089

26,516

186,243

Federal National Mortgage Association (FNMA)

08/01/37

5.500

198,121

2,247,486

Federal National Mortgage Association (FNMA)

08/01/37

5.500

2,387,167

864,371

Federal National Mortgage Association (FNMA)

06/01/40

6.500

937,200

5,766

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

08/20/29

1.625

5,825

Total U.S. Government Agency Obligations

(Cost $189,977,454)

177,338,724

 

U.S. TREASURY BILLS (1.9%)

11,000,000

U.S. Treasury Bill6

05/24/22

0.000

10,998,310

71,250,000

U.S. Treasury Bill6

06/23/22

0.000

71,233,511

110,000,000

U.S. Treasury Bill6,7

07/07/22

0.000

109,851,649

Total U.S. Treasury Bills

(Cost $192,162,149)

192,083,470

TOTAL INVESTMENTS (Cost $10,425,559,178)8

100.2

%

$

10,190,340,865

LIABILITIES IN EXCESS OF OTHER ASSETS

(0.2

)%

(15,509,899

)

NET ASSETS

100.0

%

$

10,174,830,966

____________

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

financial statements april 30, 2022

15


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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 April 30, 2022 was $4,683,940,794 or 46.0% 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 April 30, 2022 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

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 for federal income tax purposes is $10,425,559,178, the aggregate gross unrealized appreciation is $37,399,565 and the aggregate gross unrealized depreciation is $239,772,636, resulting in net unrealized depreciation of $202,373,071.

 

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.

16


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

FINANCIAL FUTURES CONTRACTS

The following futures contracts were open at April 30, 2022:

Number of

Expiration

Notional

Market

Unrealized

Description

Contracts

Date

Amount

Value

Gain / (Loss)

Contracts to Sell:

U.S. Treasury 2-Year Notes

2,100

June 2022

$

450,555,802

$

442,706,250

$

7,849,552

U.S. Treasury 5-Year Notes

5,000

June 2022

587,226,565

563,359,375

23,867,190

U.S. Treasury 10-Year Notes

148

June 2022

18,763,625

17,635,125

1,128,500

$

32,845,242

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 april 30, 2022

17


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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.

18


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2022.

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

April 30, 2022

Asset Backed Securities

$

$

2,746,919,585

$

91,222,954

$

2,838,142,539

Commercial Mortgage Backed Securities

471,298,698

471,298,698

Corporate Bonds

4,939,916,712

4,939,916,712

Loan Participations and Assignments

1,241,950,173

48,950,000

1,290,900,173

Municipal Bonds

171,024,532

171,024,532

Residential Mortgage Backed

Securities

109,636,017

109,636,017

U.S. Government Agency Obligations

177,338,724

177,338,724

U.S. Treasury Bills

192,083,470

192,083,470

Total Investment, at value

$

$

10,050,167,911

$

140,172,954

$

10,190,340,865

Other Financial Instruments, at value

Financial Futures Contracts

$

32,845,242

$

$

$

32,845,242

Other Financial Instruments, at value

$

32,845,242

$

$

$

32,845,242

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

financial statements april 30, 2022

19


BBH LIMITED DURATION FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

The following is a reconciliation of assets for which significant unobservable inputs (Level 3) were used in determining fair value during the period ended April 30, 2022:

Asset Backed

Securities

Loan

Participations

and Assignments

Total

Balance as of October 31, 2021

$

62,676,293

$

$

62,676,293

Purchases

49,855,000

49,625,000

99,480,000

Sales / Paydowns

(20,414,548

)

(20,414,548

)

Realized gains (losses)

Change in unrealized appreciation (depreciation)

(893,791

)

(720,402

)

(1,614,193

)

Amortization

45,402

45,402

Transfers from Level 3

Transfers to Level 3

Balance as of April 30, 2022

$

91,222,954

$

48,950,000

$

140,172,954

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.

20


BBH LIMITED DURATION FUND


STATEMENT OF ASSETS AND LIABILITIES

April 30, 2022 (unaudited)

ASSETS:

Investments in securities, at value (Cost $10,425,559,178)

$

10,190,340,865

Cash

799,433

Cash collateral for futures contracts

100,000

      Receivables for:

Interest

43,626,194

Investments sold

15,345,374

Shares sold

13,269,558

Futures variation margin on open contracts

1,299,608

Investment advisory and administrative fee waiver reimbursement

73,993

Other

132,695

Prepaid assets

81,669

Total Assets

10,265,069,389

LIABILITIES:

Payables for:

Shares redeemed

48,493,769

Investments purchased

37,247,626

Investment advisory and administrative fees

2,271,242

Dividends declared

1,374,948

Custody and fund accounting fees

599,781

Shareholder servicing fees

97,093

Professional fees

47,428

Transfer agent fees

11,988

Board of Trustees' fees

558

Accrued expenses and other liabilities

93,990

Total Liabilities

90,238,423

NET ASSETS

$

10,174,830,966

Net Assets Consist of:

Paid-in capital

$

10,428,716,386

Accumulated deficit

(253,885,420

)

Net Assets

$

10,174,830,966

NET ASSET VALUE AND OFFERING PRICE PER SHARE

CLASS N SHARES

($585,170,436 ÷ 57,989,831 shares outstanding)

$

10.09

CLASS I SHARES

($9,589,660,530 ÷ 950,830,196 shares outstanding)

$

10.09

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

financial statements april 30, 2022

21


BBH LIMITED DURATION FUND


STATEMENT OF OPERATIONS

For the six months ended April 30, 2022 (unaudited)

NET INVESTMENT INCOME:

Income:

Dividends

$

2,992,201

Interest income

99,544,419

Other income

995,961

Total Income

103,532,581

Expenses:

Investment advisory and administrative fees

14,925,328

Shareholder servicing fees

615,205

Custody and fund accounting fees

517,085

Board of Trustees' fees

69,358

Professional fees

48,106

Transfer agent fees

38,818

Miscellaneous expenses

589,500

Total Expenses

16,803,400

Investment advisory and administrative fee waiver

(431,823

)

Net Expenses

16,371,577

Net Investment Income

87,161,004

NET REALIZED AND UNREALIZED LOSS:

Net realized loss on investments in securities

(29,311,923

)

Net realized gain on futures contracts

42,479,414

Net realized gain on investments in securities and futures contracts

13,167,491

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

(306,054,492

)

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

23,262,498

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

(282,791,994

)

Net Realized and Unrealized Loss

(269,624,503

)

Net Decrease in Net Assets Resulting from Operations

$

(182,463,499

)

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

22


BBH LIMITED DURATION FUND


STATEMENTS OF CHANGES IN NET ASSETS

For the six

months ended

April 30, 2022 (unaudited)

For the year

ended

October

31, 2021

INCREASE/(DECREASE) IN NET ASSETS:

Operations:

Net investment income

$

87,161,004

$

155,597,806

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

13,167,491

(5,762,719

)

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

(282,791,994

)

70,872,033

Net increase/(decrease) in net assets resulting from operations

(182,463,499

)

220,707,120

Dividends and distributions declared:

Class N

(4,329,470

)

(8,039,596

)

Class I

(82,314,323

)

(145,689,084

)

Total dividends and distributions declared

(86,643,793

)

(153,728,680

)

Share transactions:

Proceeds from sales of shares1

2,964,410,351

7,111,674,362

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

18,681,225

32,811,791

Cost of shares redeemed1

(4,636,882,859

)

(3,185,266,679

)

Net increase/(decrease) in net assets resulting from share transactions

(1,653,791,283

)

3,959,219,474

Total increase/(decrease) in net assets

(1,922,898,575

)

4,026,197,914

NET ASSETS:

Beginning of period

12,097,729,541

8,071,531,627

End of period

$

10,174,830,966

$

12,097,729,541

________________

1

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

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

financial statements april 30, 2022

23


BBH LIMITED DURATION FUND


FINANCIAL HIGHLIGHTS

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

For the six

months ended

April 30, 2022

For the years ended October 31,

(unaudited)

2021

2020

2019

2018

2017

Net asset value, beginning of period

$

10.32

$

10.23

$

10.26

$

10.15

$

10.19

$

10.13

Income from investment operations:

Net investment income1

0.07

0.15

0.24

0.30

0.26

0.21

Net realized and unrealized gain (loss)

(0.23

)

0.09

(0.03

)

0.11

(0.06

)

0.05

Total income from investment

operations

(0.16

)

0.24

0.21

0.41

0.20

0.26

Less dividends and distributions:

From net investment income

(0.07

)

(0.15

)

(0.24

)

(0.30

)

(0.24

)

(0.20

)

Total dividends and

distributions

(0.07

)

(0.15

)

(0.24

)

(0.30

)

(0.24

)

(0.20

)

Net asset value, end of period

$

10.09

$

10.32

$

10.23

$

10.26

$

10.15

$

10.19

Total return2

(1.54

)%3

2.38

%

2.06

%

4.14

%

2.03

%

2.64

%

Ratios/Supplemental data:

Net assets, end of period

(in millions)

$

585

$

656

$

461

$

371

$

275

$

72

Ratio of expenses to average net

assets before reductions

0.49

%4

0.49

%

0.49

%

0.51

%

0.50

%

0.67

%

Fee waiver

(0.14

)%4,5

(0.14

)%5

(0.14

)%5

(0.16

)%5

(0.15

)%5

(0.27

)%5

Expense offset arrangement

0.00

%

0.00

%

0.00

%

(0.00

)%6

(0.00

)%6

(0.00

)%6

Ratio of expenses to average net

assets after reductions

0.35

%4

0.35

%

0.35

%

0.35

%

0.35

%

0.40

%

Ratio of net investment income to

average net assets

1.42

%4

1.48

%

2.32

%

2.98

%

2.52

%

2.05

%

Portfolio turnover rate

26

%3

34

%

51

%

53

%

48

%

52

%

____________

1

Calculated using average shares outstanding for the period.

2

Assumes the reinvestment of distributions.

3

Not annualized.

4

Annualized.

5

The ratio of expenses to average net assets for the six months ended April 30, 2022, 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 six months ended April 30, 2022 and the years ended October 31, 2021, 2020, 2019, 2018 and 2017, the waived fees were $431,823, $746,522, $595,975, $538,703, $242,627 and $132,560, respectively.

6

Less than 0.01%.

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

24


BBH LIMITED DURATION FUND


FINANCIAL HIGHLIGHTS (continued)

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

For the six

months ended

April 30, 2022

For the years ended October 31,

(unaudited)

2021

2020

2019

2018

2017

Net asset value, beginning of period

$

10.32

$

10.23

$

10.25

$

10.15

$

10.19

$

10.13

Income from investment operations:

Net investment income1

0.08

0.16

0.24

0.31

0.25

0.22

Net realized and unrealized gain (loss)

(0.23

)

0.09

(0.02

)

0.10

(0.04

)

0.06

Total income from investment operations

(0.15

)

0.25

0.22

0.41

0.21

0.28

Less dividends and distributions:

From net investment income

(0.08

)

(0.16

)

(0.24

)

(0.31

)

(0.25

)

(0.22

)

Total dividends and

distributions

(0.08

)

(0.16

)

(0.24

)

(0.31

)

(0.25

)

(0.22

)

Net asset value, end of period

$

10.09

$

10.32

$

10.23

$

10.25

$

10.15

$

10.19

Total return2

(1.50

)%3

2.46

%

2.24

%

4.12

%

2.11

%

2.77

%

Ratios/Supplemental data:

Net assets, end of period

(in millions)

$

9,590

$

11,442

$

7,610

$

6,769

$

6,000

$

6,346

Ratio of expenses to average net assets before reductions

0.27

%4

0.27

%

0.27

%

0.28

%

0.27

%

0.28

%

Expense offset arrangement

0.00

%

0.00

%

0.00

%

(0.00

)%5

(0.00

)%5

(0.00

)%5

Ratio of expenses to average net assets after reductions

0.27

%4

0.27

%

0.27

%

0.28

%

0.27

%

0.28

%

Ratio of net investment income to average net assets

1.49

%4

1.55

%

2.40

%

3.04

%

2.47

%

2.17

%

Portfolio turnover rate

26

%3

34

%

51

%

53

%

48

%

52

%

____________

1

Calculated using average shares outstanding for the period.

2

Assumes the reinvestment of distributions.

3

Not annualized.

4

Annualized.

5

Less than 0.01%.

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

financial statements april 30, 2022

25


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS

April 30, 2022 (unaudited)

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 April 30, 2022, there were eight 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.

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

26


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 April 30, 2022, are listed in the Portfolio of Investments.

For the six months ended April 30, 2022, the average monthly notional amount of open futures contracts was $1,143,230,932. The range of monthly notional amounts was $763,520,244 to $1,373,921,148.

financial statements april 30, 2022

27


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

Fair Values of Derivative Instruments as of April 30, 2022

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

$

32,845,242

*

Net unrealized

appreciation/(depreciation)

on futures contracts

$

 

Total

$

32,845,242

$

____________________

*

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

$

42,479,414

Net Change in Unrealized Appreciation/(Depreciation) on Derivatives

Futures Contracts

$

23,262,498

E.Rule 144A Securities. The Fund may purchase securities that are not registered under the Securities Act of 1933, as amended (“1933 Act”) but that can be sold to “qualified institutional buyers” in accordance with the requirements stated in Rule 144A under the 1933 Act (“Rule 144A Securities”). A Rule 144A Security may be considered illiquid and therefore, 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 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.

28


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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.

financial statements april 30, 2022

29


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended April 30, 2022, 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 $4,329,470 and $82,314,323 to Class N and Class I shareholders, respectively, during the six months ended April 30, 2022.

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

)

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.

30


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended April 30, 2022, the Fund incurred $14,925,328 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 six months ended April 30, 2022, the Investment Adviser waived fees in the amount of $431,823 for Class N.

financial statements april 30, 2022

31


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended April 30, 2022, Class N shares of the Fund incurred $615,205 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 six months ended April 30, 2022, the Fund incurred $517,085 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 six months ended April 30, 2022 was $2,725. 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 six months ended April 30, 2022, was $606. 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 six months ended April 30, 2022, the Fund incurred $69,358 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 six months ended April 30, 2022, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $3,645,991,106 and $2,421,318,268, respectively.

32


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended

April 30, 2022 (unaudited)

For the year ended

October 31, 2021

Shares

Dollars

Shares

Dollars

Class N

Shares sold

17,431,788

$

178,562,159

37,397,145

$

386,600,187

Shares issued in connection with reinvestments of dividends

409,034

4,176,315

754,073

7,791,895

Shares redeemed

(23,365,067

)

(239,229,278

)

(19,724,527

)

(203,824,235

)

Net increase (decrease)

(5,524,245

)

$

(56,490,804

)

18,426,691

$

190,567,847

Class I

Shares sold

271,997,632

$

2,785,848,192

650,852,091

$

6,725,074,175

Shares issued in connection with reinvestments of dividends

1,421,130

14,504,910

2,421,793

25,019,896

Shares redeemed

(431,476,711

)

(4,397,653,581

)

(288,574,356

)

(2,981,442,444

)

Net increase (decrease)

(158,057,949

)

$

(1,597,300,479

)

364,699,528

$

3,768,651,627

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the six months ended April 30, 2022 and the year ended October 31, 2021. Specifically:

During the six months ended April 30, 2022, 644,524 shares of Class N were exchanged for 644,524 shares of Class I valued at $6,632,150 and 117,094 shares of Class I were exchanged for 117,174 shares of Class N valued at $1,202,554.

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.

financial statements april 30, 2022

33


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 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

34


BBH LIMITED DURATION FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

their resale (private placement risk). The United Kingdom’s Financial Conduct Authority announced a phase out of the LIBOR. Although many LIBOR rates were phased out by the end of 2021, a selection of widely used USD LIBOR rates will continue to be published until June 2023 in order to assist with the transition. The unavailability and/ or discontinuation of LIBOR may affect the value, liquidity or return on certain fund investments that mature later than June 2023 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.

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 third 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 April 30, 2022 through the date the financial statements were issued and determined that there were no other that would require recognition or additional disclosure in the financial statements.

financial statements april 30, 2022

35


BBH LIMITED DURATION FUND


DISCLOSURE OF FUND EXPENSES

April 30, 2022 (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 (November 1, 2021 to April 30, 2022).

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.

36


BBH LIMITED DURATION FUND


DISCLOSURE OF FUND EXPENSES (continued)

April 30, 2022 (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

November 1, 2021

Ending

Account Value

April 30, 2022

Expenses Paid

During Period

November 1, 2021 to

April 30, 20221

Class N

Actual

$

1,000

$

985

$

1.72

Hypothetical2

$

1,000

$

1,023

$

1.76

Beginning

Account Value

November 1, 2021

Ending

Account Value

April 30, 2022

Expenses Paid

During Period

November 1, 2021 to

April 30, 20221

Class I

Actual

$

1,000

$

985

$

1.33

Hypothetical2

$

1,000

$

1,023

$

1.35

________________

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 181/365 (to reflect the one-half year period).

2

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

financial statements april 30, 2022

37


BBH LIMITED DURATION FUND


DISCLOSURE OF ADVISOR SELECTION

April 30, 2022 (unaudited)

Investment Advisory and Administrative Services Agreement Approval

The 1940 Act requires that a fund’s investment advisory agreements be approved annually by the fund’s board of trustees, including 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 meetings on November 18, 2021 and on December 14, 2021, in reliance on the Exemptive Relief, to consider whether to renew the combined Amended and Restated Investment Advisory and Administrative Services Agreement (the “Agreement”) between the Trust and the Investment Adviser with respect to the existing funds in the Trust, including the Fund. At the December 14, 2021 meeting, the Board voted to approve the renewal of the Agreement with respect to the Fund for an additional one-year term. In doing so, the Board determined that the terms of the Agreement were fair and reasonable and in the best interest of the Fund and its shareholders, and that it had received sufficient information to make an informed business decision with respect to the continuation of the Agreement.

Both in the meetings specifically held to address the continuance of the Agreement and at other meetings over the course of 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 to the Fund by the Investment Adviser and BBH, including investment management, administrative and shareholder services, the oversight of Fund service providers, marketing, risk oversight, compliance, and the ability to meet applicable legal and regulatory requirements. The Board also received third-party comparative performance and fee and expense information for the Fund prepared by Broadridge Financial Solutions, Inc. (“Broadridge”) using data from Lipper Inc., an independent provider of investment company data (“Lipper Report”). The Board reviewed this report with Broadridge, counsel to the Trust (“Fund Counsel”) and BBH. 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 continuation of the Agreement, the Board considered: (a) the nature, extent and quality of services provided by the Investment Adviser; (b) the investment performance of the Fund; (c) the advisory fee and the cost of the services and profits to be realized by the Investment Adviser from its relationship with the Fund; (d) the Fund’s costs to investors compared to the costs of comparative funds and performance compared to the relevant performance of comparative funds; (e) the sharing of potential economies of scale; (f) fall-out benefits to the Investment Adviser as a result of its relationship with the Fund; and (g) 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 continuance of 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

38


BBH LIMITED DURATION FUND


DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2022 (unaudited)

may have given different weight to various factors. The Board reviewed these factors with Fund Counsel. The Board concluded that the fees paid by the Fund to the Investment Adviser were reasonable based on the comparative performance, expense information, the cost of the services provided, and the profits realized by the Investment Adviser.

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 December meetings, and over the course of the previous year, regarding the nature, extent and quality of services 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, shareholder servicing, 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 noted that during the course of its regular meetings, it received reports on each of the foregoing topics. 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.

Fund Performance

At the November 18, 2021 and December 14, 2021 meetings, and throughout the year, the Board received and considered performance information for the Fund provided by BBH. The Board also considered the Fund’s performance relative to a peer category of other mutual funds in a report compiled by Broadridge. As part of this review, the Trustees considered the composition of the peer category, selection criteria and reputation of Broadridge who prepared the peer category analysis. The Board reviewed and discussed with both BBH and Broadridge the report’s findings and discussed the positioning of the Fund relative to its selected peer category. The Board considered short-term and long-term investment performance for the Fund over various periods of time as compared to a selection of peer category, noting the Fund’s above average performance in the 1-, 2-, 4-, 5- and 10-year periods, and average performance in the 3-year period, each ended September 30, 2021. Additionally, the Board reviewed an additional peer category selected by the

financial statements april 30, 2022

39


BBH LIMITED DURATION FUND


DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2022 (unaudited)

Investment Adviser and noted that the Fund performed in the top quintile when compared to the additional peer category for each of the respective periods. In evaluating the performance of the Fund, the Board considered the risk expectations for the Fund as well as the relevant market conditions for the Fund’s investments and investment strategy. Based on this information, and in light of the Fund’s historic investment style, the Board concluded that it was satisfied with the Fund’s investment results.

Costs of Services Provided and Profitability

The Board considered the fee rates paid by the Fund to the Investment Adviser 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 that was in place for the Fund’s Class N shares and considered the actual fee rates after taking into account the waiver. The Board 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, such peer category and comparisons having been selected and calculated by Broadridge, noting that the Fund compared exceedingly well to the selected peer category. 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.

With regard to profitability, the Trustees considered the compensation and benefits flowing to the Investment Adviser and BBH, directly or indirectly. The Board reviewed annualized profitability data for the Fund using data for 2021 and prior years as of September 30, for both the Investment Adviser and BBH. The data also included the effect of revenue generated by the shareholder servicing, custody and fund accounting fees paid by the Fund to BBH. The Board conducted a detailed review of the allocation methods used in preparing the profitability data. The Board focused on profitability of the Investment Adviser and BBH’s relationships with the Fund before taxes and distribution expenses. The Board concluded that the Investment Adviser’s and BBH’s profitability was not excessive in light of the nature, extent and quality of services provided to the Fund.

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 administrator, custodian, fund accounting and shareholder servicing 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 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. The Board considered the fee schedule for the Fund, noting the existence of a graduated investment advisory fee. Based on information it had been provided over

40


BBH LIMITED DURATION FUND


DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2022 (unaudited)

many years, the Board observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there appeared to be no uniformity or pattern in the fees and asset levels at which breakpoints apply. In light of the Fund’s current size and expense structure, the Board concluded that the current breakpoints for the Fund were reasonable. The Board concluded that the fees paid by the Fund to the Investment Adviser were reasonable based on the comparative performance, expense information, the cost of the services provided and the profits to be realized by the Investment Adviser.

financial statements april 30, 2022

41


BBH LIMITED DURATION FUND


CONFLICTS OF INTEREST

April 30, 2022 (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 Fund. In addition, certain of such clients (including the Fund) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Fund.

The Investment Adviser has adopted and implemented policies and procedures that seek to manage conflicts of interest. Pursuant to such policies and procedures, the Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, and compliance with its 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 Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser and the Trust’s CCO on areas of potential conflict.

Investors should carefully review the following, which describes potential and actual conflicts of interest that BBH and the Investment Adviser can face in the operation of 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 and the Fund have adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate the conflicts of interest described below. Additional information about potential conflicts of interest regarding the Investment Adviser is set forth in the Investment Adviser’s Form ADV. A copy of Part 1 and Part 2A of the Investment Adviser’s Form ADV is available on the SEC’s website (www.adviserinfo.sec.gov). In addition, many of the activities that create these conflicts of interest are limited and/or prohibited by law, unless an exception is available.

Other Clients and Allocation of Investment Opportunities. BBH and the Investment Adviser manage funds and accounts of clients other than the Fund (“Other Clients”). In general, BBH and the Investment Adviser face conflicts of interest when they render investment advisory services to different clients and, from time to time, provide dissimilar investment advice to different clients. Investment decisions will not necessarily be made in parallel among the Fund and Other Clients. Investments made by the Fund do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients may produce results that are materially different from those experienced by the Fund. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other funds or accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various funds or accounts managed by the Investment Adviser could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. From time to time, the Investment Adviser sponsor funds and other investment pools and accounts which engage in the same or similar businesses as the Fund using the same or similar investment strategies. To the extent that the same investment opportunities might

42


BBH LIMITED DURATION FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

be desirable for more than one account or fund, possible conflicts could arise in determining how to allocate them because the Investment 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 Fund and its affiliated and unaffiliated service providers (e.g., conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. BBH acting in its capacity as the Fund’s administrator is the primary valuation agent of the Fund. BBH values securities and assets in the Fund according to the Fund’s valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to a Fund’s net assets, BBH and its affiliates may have an incentive to seek to overvalue certain assets.

Aggregation. Potential conflicts of interest also arise with the aggregation of trade orders. Purchases and sales of securities for the Fund may be aggregated with orders for other client accounts managed by the Investment Adviser. The Investment 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 Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

Cross Trades. Under certain circumstances, the Investment Adviser, on behalf of the Fund, may seek to buy from or sell securities to another fund or account advised by BBH or the Investment Adviser. Subject to applicable law and regulation, BBH or the Investment Adviser may (but is not required to) effect purchases and sales between BBH’s or the Investment Adviser’s clients (“cross trades”), including the Fund, if BBH or

financial statements april 30, 2022

43


BBH LIMITED DURATION FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

the Investment Adviser believes 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 Fund. BBH or the Investment 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 Fund 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 Fund based on the amount of brokerage commissions paid by the Fund and such other accounts. To the extent that the Investment 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 Investment 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 Investment 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 Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times.

Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Fund’s expense ratio. In selecting the Fund for its discretionary investment advisory clients, BBH may limit its selection to funds managed by BBH or the Investment Adviser. BBH may not consider or canvass the universe of unaffiliated investment companies available, even though there may be unaffiliated investment companies that may be more appropriate or that have superior

44


BBH LIMITED DURATION FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

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

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

Valuation. When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments will be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination and may be based on analytical values determined by BBH using proprietary or third-party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.

Referral Arrangements. BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.

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

Gifts and Entertainment. From time to time, employees of BBH, including the Investment Adviser, and any of their respective partners, principals, directors, officers, employees, affiliates or agents, may receive gifts and/or entertainment from clients, intermediaries, or service providers to the Fund or BBH, including the Investment Adviser, which could have the appearance of affecting or may potentially affect the judgment of the employees, or the manner in which they conduct business. 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 april 30, 2022

45


BBH LIMITED DURATION FUND


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

April 30, 2022 (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 8, 2022 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, 2021 through January 31, 2022 (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.

46


BBH LIMITED DURATION FUND


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

April 30, 2022 (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 april 30, 2022

47


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’s Forms N-MFP 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


 

image provided by client

 

Semi-Annual Report

APRIL 30, 2022

BBH Income Fund


BBH INCOME FUND


PORTFOLIO ALLOCATION

April 30, 2022 (unaudited)

BREAKDOWN BY SECURITY TYPE

U.S. $ Value

Percent of

Net Assets

Asset Backed Securities

$110,277,671

19.1

%

Commercial Mortgage Backed Securities

39,720,950

6.9

Corporate Bonds

260,663,486

45.1

Loan Participations and Assignments

105,883,364

18.3

Municipal Bonds

5,802,859

1.0

Preferred Stock

18,336,132

3.2

Residential Mortgage Backed Securities

1,915,240

0.3

U.S. Treasury Bills

6,597,843

1.1

U.S. Treasury Bonds and Notes

33,928,451

5.9

 

Liabilities in Excess of Other Assets

(5,133,637)

(0.9)

 

NET ASSETS

$577,992,359

100.0

%

 

All data as of April 30, 2022. The BBH Income Fund’s (the “Fund”) 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.

2


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

ASSET BACKED SECURITIES (19.1%)

$

2,640,000

ABPCI Direct Lending Fund ABS I, Ltd. 2020-1A1,2

12/20/30

3.199

%

$

2,531,431

2,270,000

ABPCI Direct Lending Fund ABS II LLC 2022-2A1,2

03/01/32

4.987

2,237,849

1,245,061

Adams Outdoor Advertising LP 2018-11

11/15/48

4.810

1,254,177

1,480,000

Ares PBN Finance Co. LLC1,2

10/15/36

6.000

1,470,021

3,983,208

BHG Securitization Trust 2022-A1

02/20/35

1.710

3,891,006

919,696

Business Jet Securities LLC 2020-1A1

11/15/35

2.981

877,418

1,430,000

CARS-DB4 LP 2020-1A1

02/15/50

4.170

1,392,471

1,049,374

CF Hippolyta LLC 2020-11

07/15/60

2.280

977,065

1,750,000

CFG Investments, Ltd. 2021-11

05/20/32

5.820

1,698,632

2,000,000

Credit Acceptance Auto Loan Trust 2020-2A1

09/17/29

1.930

1,946,794

2,850,000

DigitalBridge Issuer LLC 2021-1A1

09/25/51

3.933

2,692,674

1,070,000

Elm Trust 2020-3A1

08/20/29

2.954

1,035,708

2,490,000

Elm Trust 2020-4A1

10/20/29

2.286

2,363,932

79,368

FCI Funding LLC 2019-1A1

02/18/31

3.630

79,619

4,460,000

Flexential Issuer 2021-1A1

11/27/51

3.250

4,188,418

979,986

FNA LLC 2019-12

12/10/31

3.000

976,360

1,670,000

FREED ABS Trust 2022-2CP1

05/18/29

4.490

1,655,055

1,501,893

Global SC Finance VII Srl 2020-1A1

10/17/40

2.170

1,397,491

1,425,680

Global SC Finance VII Srl 2020-2A1

11/19/40

2.260

1,327,831

4,270,000

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

04/20/29

2.773

4,024,444

1,430,000

Lendmark Funding Trust 2019-1A1

12/20/27

3.000

1,421,183

1,120,000

Lendmark Funding Trust 2019-2A1

04/20/28

2.780

1,108,446

508,658

LIAS Administration Fee Issuer LLC 2018-1A

07/25/48

5.956

514,221

690,000

Mariner Finance Issuance Trust 2019-AA1

07/20/32

2.960

689,207

1,070,000

Mariner Finance Issuance Trust 2020-AA1

08/21/34

2.190

1,028,730

1,260,000

Monroe Capital ABS Funding, Ltd. 2021-1A1

04/22/31

2.815

1,171,929

1,790,000

Monroe Capital Income Plus ABS Funding LLC 2022-1A1

04/30/32

5.150

1,756,169

2,700,000

Neuberger Berman Loan Advisers Clo 40 Ltd. 2021-40A (3-Month USD-LIBOR + 1.060%)1,3

04/16/33

2.104

2,671,469

2,520,000

New Residential Advance Receivables Trust Advance Receivables Backed 2020-T1

08/15/53

1.426

2,457,248

355,313

Newtek Small Business Loan Trust 2018-1 (U.S. Prime Rate - 0.550%)1,3

02/25/44

2.950

353,804

168,546

Newtek Small Business Loan Trust 2018-1 (U.S. Prime Rate + 0.750%)1,3

02/25/44

4.250

168,268

3,550,000

NextGear Floorplan Master Owner Trust 2022-1A1

03/15/27

2.800

3,450,618

3,960,000

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

07/17/32

2.044

3,914,358

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

financial statements april 30, 2022

3


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

ASSET BACKED SECURITIES (continued)

$

2,180,000

OnDeck Asset Securitization Trust III LLC 2021-1A1

05/17/27

1.590

%

$

2,070,476

8,439

OneMain Financial Issuance Trust 2019-1A1

02/14/31

3.480

8,437

1,540,000

OneMain Financial Issuance Trust 2020-1A1

05/14/32

3.840

1,547,431

2,930,000

OneMain Financial Issuance Trust 2022-S11

05/14/35

4.130

2,937,911

5,630,000

Oportun Issuance Trust 2021-C1

10/08/31

2.180

5,257,525

370,004

Oscar US Funding XI LLC 2019-2A1

09/11/23

2.590

370,461

822,926

Oxford Finance Funding LLC 2019-1A1

02/15/27

4.459

827,211

2,964,477

Oxford Finance Funding LLC 2020-1A1

02/15/28

3.101

2,964,045

1,940,000

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

08/20/27

2.580

1,943,428

749,184

ReadyCap Lending Small Business Loan Trust 2019-2 (U.S. Prime Rate - 0.500%)1,3

12/27/44

3.000

732,715

5,150,000

Regional Management Issuance Trust 2022-11

03/15/32

3.070

4,941,889

2,060,000

Republic Finance Issuance Trust 2020-A1

11/20/30

2.470

1,997,852

2,130,000

Sabey Data Center Issuer LLC 2020-11

04/20/45

3.812

2,094,225

1,500,000

Santander Drive Auto Receivables Trust 2020-1

12/15/25

4.110

1,512,753

1,940,000

Santander Revolving Auto Loan Trust 2019-A1

01/26/32

2.510

1,874,592

2,310,000

Southwick Park CLO LLC 2019-4A (3-Month USD-LIBOR + 1.060%)1,3

07/20/32

2.123

2,291,873

2,159,383

Stack Infrastructure Issuer LLC 2019-1A1

02/25/44

4.540

2,154,489

491,960

SWC Funding LLC 2018-1A1,2

08/15/33

4.750

478,436

1,590,950

Textainer Marine Containers VII, Ltd. 2020-1A1

08/21/45

2.730

1,514,829

4,867,336

Thrust Engine Leasing DAC 2021-1A1

07/15/40

4.163

4,374,942

5,911,184

VC 3 LS LP 2021-B

10/15/41

4.750

5,843,206

2,187,632

VCP RRL ABS I Ltd. 2021-1A1

10/20/31

2.152

2,163,731

1,657,835

WRG Debt Funding IV LLC 2020-11,2

07/15/28

6.535

1,651,168

Total Asset Backed Securities

      (Cost $113,670,299)

110,277,671

 

COMMERCIAL MORTGAGE BACKED SECURITIES (6.9%)

1,390,000

BPR Trust 2022-OANA (1-Month CME Term SOFR + 2.697%)1,3

04/15/37

3.047

1,387,360

2,190,000

BXMT, Ltd. 2020-FL2 (30-Day SOFR + 1.014%)1,3

02/15/38

1.282

2,165,590

1,250,000

BXMT, Ltd. 2020-FL3 (30-Day SOFR + 2.664%)1,3

11/15/37

2.932

1,250,000

786,000

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

11/15/31

2.738

621,247

146,085

CG-CCRE Commercial Mortgage Trust 2014-FL2 (1-Month USD-LIBOR + 4.250%)1,2,3

11/15/31

4.619

132,499

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

4


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

COMMERCIAL MORTGAGE BACKED SECURITIES (continued)

$

1,375,473

CG-CCRE Commercial Mortgage Trust 2014-FL2 (1-Month USD-LIBOR + 5.000%)1,2,3

11/15/31

5.380

%

$

1,099,690

600,000

CGMS Commercial Mortgage Trust 2017-MDRB (1-Month USD-LIBOR + 1.750%)1,3

07/15/30

2.304

598,774

890,000

Citigroup Commercial Mortgage Trust 2019-SMRT1

01/10/36

4.149

895,412

3,540,000

CSMC 2018-SITE1,3,4

04/15/36

4.782

3,417,540

5,870,000

DFVI 2021-1A1,2

12/15/29

2.982

5,870,000

1,000,000

Hudsons Bay Simon JV Trust 2015-HB101,3,4

08/05/34

5.447

750,653

240,000

JPMBB Commercial Mortgage Securities Trust 2014-C241,3,4.

11/15/47

3.884

169,919

3,070,000

Morgan Stanley Capital I Trust 2019-BPR (1-Month USD-LIBOR + 1.400%)1,3

05/15/36

1.954

3,028,516

5,860,000

MTN Commercial Mortgage Trust 2022-LPFL (1-Month CME Term SOFR + 1.896%)1,3

03/15/39

2.405

5,815,961

1,087,167

NADG NNN Operating LP 2019-11

12/28/49

3.368

1,051,546

3,964,764

Ready Capital Mortgage Financing LLC 2021-FL7 (1-Month USD-LIBOR + 1.200%)1,3

11/25/36

1.868

3,930,357

2,270,000

SPGN Mortgage Trust 2022-TFLM (1-Month CME Term SOFR + 2.650%)1,3

02/15/39

3.159

2,224,519

1,310,000

SPGN Mortgage Trust 2022-TFLM (1-Month CME Term SOFR + 3.500%)1,3

02/15/39

4.009

1,284,144

890,000

STWD, Ltd. 2019-FL1 (1-Month CME Term SOFR + 1.714%)1,3

07/15/38

2.236

886,473

300,000

UBS-BAMLL Trust 2012-WRM1

06/10/30

3.663

299,525

2,915,000

Wells Fargo Commercial Mortgage Trust 2020-SDAL (1-Month USD-LIBOR + 1.340%)1,3

02/15/37

1.894

2,841,225

Total Commercial Mortgage Backed Securities

      (Cost $40,820,848)

39,720,950

 

CORPORATE BONDS (45.1%)

AEROSPACE/DEFENSE (1.4%)

2,220,000

BAE Systems , Plc.1

04/15/30

3.400

2,070,848

3,250,000

Boeing Co.

05/01/23

4.508

3,280,002

2,700,000

Boeing Co.

02/01/28

3.250

2,488,645

 

7,839,495

AIRLINES (0.2%)

880,000

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

10/20/28

4.750

869,737

BANKS (6.3%)

1,155,000

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

03/19/24

3.400

1,156,081

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

financial statements april 30, 2022

5


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

BANKS (continued)

$

5,910,000

Bank of America Corp. (5-Year CMT Index + 2.760%)3,5

4.375

%

$

5,230,350

1,365,000

Bank of New Zealand1

02/20/24

3.500

1,370,272

3,095,000

Bank of Nova Scotia

03/11/27

2.951

2,945,540

1,735,000

HSBC Holdings, Plc

03/31/30

4.950

1,750,469

1,140,000

HSBC Holdings, Plc (SOFR + 2.387%)3

06/04/31

2.848

984,040

2,020,000

JPMorgan Chase & Co. (3-Month CME Term SOFR + 1.585%)3

03/13/26

2.005

1,903,010

2,340,000

Lloyds Banking Group, Plc

05/08/25

4.450

2,363,756

2,440,000

Mitsubishi UFJ Financial Group, Inc.

07/17/25

1.412

2,250,030

1,410,000

Morgan Stanley (SOFR + 1.990%)3

04/28/26

2.188

1,329,792

2,000,000

Morgan Stanley (SOFR + 1.610%)3

04/20/28

4.210

1,983,949

3,310,000

Toronto-Dominion Bank

03/10/27

2.800

3,149,462

6,100,000

US Bancorp (5-Year CMT Index + 2.541%)3,5

3.700

5,211,047

1,245,000

Wells Fargo & Co. (SOFR + 2.000%)3

04/30/26

2.188

1,176,010

1,165,000

Wells Fargo & Co. (SOFR + 2.100%)3

06/02/28

2.393

1,059,835

3,020,000

Wells Fargo & Co. (SOFR + 1.500%)3

03/02/33

3.350

2,743,979

 

36,607,622

BEVERAGES (0.2%)

1,310,000

Anheuser-Busch InBev Worldwide, Inc.

01/23/39

5.450

1,392,121

BIOTECHNOLOGY (0.2%)

1,395,000

Amgen, Inc.

02/21/27

2.200

1,295,236

BUILDING MATERIALS (0.9%)

2,472,000

Builders FirstSource, Inc.1

06/01/27

6.750

2,549,250

2,530,000

James Hardie International Finance DAC1

01/15/28

5.000

2,440,413

 

4,989,663

DIVERSIFIED FINANCIAL SERVICES (5.6%)

2,160,000

AerCap Ireland Capital DAC / AerCap Global Aviation

Trust

10/29/24

1.750

2,010,048

485,000

AerCap Ireland Capital DAC / AerCap Global Aviation

Trust

10/15/27

4.625

470,105

1,265,000

American Express Co.

03/04/27

2.550

1,190,798

2,330,000

Aviation Capital Group LLC1

12/15/24

5.500

2,364,923

2,685,000

Avolon Holdings Funding, Ltd.1

07/01/24

3.950

2,637,501

925,000

Avolon Holdings Funding, Ltd.1

01/15/26

5.500

926,398

3,055,000

Bread Financial Holdings, Inc.1

12/15/24

4.750

2,963,350

2,338,000

Brightsphere Investment Group, Inc.

07/27/26

4.800

2,174,340

2,345,000

Capital One Financial Corp.

05/11/27

3.650

2,274,191

840,000

Credit Acceptance Corp.1

12/31/24

5.125

829,928

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

6


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

DIVERSIFIED FINANCIAL SERVICES (continued)

$

1,400,000

Credit Acceptance Corp.

03/15/26

6.625

%

$

1,414,000

2,485,000

Drawbridge Special Opportunities Fund LP / Drawbridge Special Opportunities Finance1

02/15/26

3.875

2,345,174

2,550,000

GCM Grosvenor Diversified Alternatives Issuer LLC1,2

11/15/41

6.000

2,060,655

2,050,000

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

02/01/27

6.375

2,075,215

4,620,000

Sculptor Alternative Solutions LLC1,2

05/15/37

6.000

4,349,268

2,655,000

Strategic Credit Opportunities Partners LLC

04/01/26

4.250

2,474,906

 

32,560,800

ELECTRIC (1.9%)

1,840,000

Alabama Power Co.

03/15/32

3.050

1,678,901

1,635,000

Avista Corp.

04/01/52

4.000

1,521,298

5,065,000

Edison International (5-Year CMT Index + 4.698%)3,5

5.375

4,671,601

2,095,000

Narragansett Electric Co.1

04/09/30

3.395

1,963,761

1,060,000

PacifiCorp

04/01/24

3.600

1,067,033

 

10,902,594

GAS (0.2%)

1,455,000

Southern California Gas Co.

04/15/27

2.950

1,391,402

HEALTHCARE-SERVICES (0.6%)

825,000

Centene Corp.

12/15/27

4.250

800,250

2,545,000

PeaceHealth Obligated Group

11/15/50

3.218

2,076,288

490,000

Sutter Health

08/15/30

2.294

421,004

 

3,297,542

INSURANCE (10.4%)

4,175,000

Aegon NV (6-Month USD-LIBOR + 3.540%)3

04/11/48

5.500

4,275,659

2,880,000

Ascot Group, Ltd.1

12/15/30

4.250

2,787,947

2,035,000

Athene Global Funding1

06/29/25

2.550

1,953,789

5,715,000

AXIS Specialty Finance LLC (5-Year CMT Index + 3.186%)3

01/15/40

4.900

5,314,950

4,210,000

Doctors Co. An Interinsurance Exchange1

01/18/32

4.500

3,818,148

1,600,000

Enstar Finance LLC (5-Year CMT Index + 5.468%)3

09/01/40

5.750

1,573,783

4,100,000

Enstar Finance LLC (5-Year CMT Index + 4.006%)3

01/15/42

5.500

3,813,000

2,195,000

Fairfax Financial Holdings, Ltd.

04/29/30

4.625

2,145,179

4,765,000

Fidelis Insurance Holdings, Ltd. (5-Year CMT Index + 6.323%)1,3

04/01/41

6.625

4,791,207

2,720,000

Guardian Life Global Funding1

03/29/27

3.246

2,656,188

1,690,000

Metropolitan Life Global Funding I1

03/21/29

3.300

1,612,970

1,180,000

New York Life Insurance Co.1

05/15/50

3.750

1,028,376

3,708,000

PartnerRe Finance B LLC (5-Year CMT Index + 3.815%)3

10/01/50

4.500

3,466,980

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

financial statements april 30, 2022

7


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

INSURANCE (continued)

$

2,995,000

Sirius International Group, Ltd.1

11/01/26

4.600

%

$

2,871,306

3,125,000

Stewart Information Services Corp.

11/15/31

3.600

2,696,336

4,830,000

Swiss Re Finance Luxembourg S.A. (5-Year CMT Index + 3.582%)1,3

04/02/49

5.000

4,830,029

2,520,000

Teachers Insurance & Annuity Association of America1

05/15/50

3.300

2,018,670

2,660,000

United Insurance Holdings Corp.

12/15/27

6.250

2,571,249

6,280,000

Universal Insurance Holdings, Inc.

11/30/26

5.625

6,024,310

 

60,250,076

INVESTMENT COMPANIES (8.4%)

2,960,000

Apollo Investment Corp.

07/16/26

4.500

2,757,101

200,000

Business Development Corp. of America1

12/30/22

4.750

199,326

2,930,000

Business Development Corp. of America1

12/15/24

4.850

2,908,218

2,490,000

Capital Southwest Corp.

01/31/26

4.500

2,427,750

1,635,000

CION Investment Corp.2

02/11/26

4.500

1,508,581

5,725,000

Fairfax India Holdings Corp.1

02/26/28

5.000

5,628,333

1,370,000

FS KKR Capital Corp.

02/01/25

4.125

1,343,992

3,450,000

FS KKR Capital Corp.1

02/14/25

4.250

3,314,299

2,330,000

Gladstone Capital Corp.

01/31/26

5.125

2,289,225

2,580,000

Golub Capital BDC, Inc.

04/15/24

3.375

2,531,602

1,965,000

Main Street Capital Corp.

05/01/24

5.200

1,986,896

3,185,000

Morgan Stanley Direct Lending Fund1

02/11/27

4.500

2,986,720

2,095,000

OFS Capital Corp.

02/10/26

4.750

2,018,951

1,445,000

Owl Rock Capital Corp. II1

11/26/24

4.625

1,423,081

2,560,000

Owl Rock Technology Finance Corp.1

06/30/25

6.750

2,617,181

2,535,000

PennantPark Floating Rate Capital, Ltd.

04/01/26

4.250

2,358,503

3,025,000

Saratoga Investment Corp.

02/28/26

4.375

2,907,557

3,050,000

Silver Point Specialty Credit Fund, L.P.2

11/04/26

4.000

2,847,418

1,775,000

Stellus Capital Investment Corp.

03/30/26

4.875

1,726,573

3,165,000

Trinity Capital, Inc.

12/15/26

4.250

2,898,363

 

48,679,670

OIL & GAS (1.0%)

2,280,000

Equinor ASA

04/06/25

2.875

2,245,453

860,000

Equinor ASA

05/22/30

2.375

766,579

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

8


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

OIL & GAS (continued)

$

2,610,000

Exxon Mobil Corp.

03/19/30

3.482

%

$

2,541,148

 

5,553,180

PACKAGING&CONTAINERS (0.2%)

1,465,000

AptarGroup, Inc.

03/15/32

3.600

1,337,199

PHARMACEUTICALS (0.8%)

1,695,000

AbbVie, Inc.

05/14/25

3.600

1,683,923

455,000

AbbVie, Inc.

05/14/35

4.500

449,525

450,000

AbbVie, Inc.

05/14/36

4.300

435,069

730,000

Bausch Health Cos., Inc.1

06/01/28

4.875

647,692

1,630,000

Bristol-Myers Squibb Co.

03/15/52

3.700

1,444,467

 

4,660,676

PIPELINES (2.7%)

4,045,000

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

6.250

3,438,250

2,230,000

EnLink Midstream LLC1

01/15/28

5.625

2,209,706

2,230,000

EnLink Midstream Partners, LP

06/01/25

4.150

2,168,675

2,430,000

Harvest Midstream I LP1

09/01/28

7.500

2,465,624

4,400,000

MPLX LP (3-Month USD-LIBOR + 4.652%)3,5

6.875

4,307,600

1,150,000

Northriver Midstream Finance LP1

02/15/26

5.625

1,121,250

 

15,711,105

PRIVATE EQUITY (0.3%)

2,095,000

Apollo Management Holdings LP (5-Year CMT Index + 3.266%)1,3

01/14/50

4.950

1,945,402

REAL ESTATE INVESTMENT

    TRUSTS (2.7%)

5,075,000

EF Holdco / EF Cayman Hold / Ellington Finance REIT Cayman/TRS / EF Cayman Non-MTM1

04/01/27

5.875

5,036,742

2,065,000

HAT Holdings I LLC / HAT Holdings II LLC1

06/15/26

3.375

1,896,764

2,300,000

HAT Holdings I LLC / HAT Holdings II LLC1

09/15/30

3.750

1,983,750

1,380,000

Scentre Group Trust 1/Scentre Group Trust 21

02/12/25

3.500

1,365,871

1,945,000

Scentre Group Trust 1/Scentre Group Trust 21

01/28/26

3.625

1,907,218

1,345,000

Scentre Group Trust 2 (5-Year CMT Index + 4.685%)1,3

09/24/80

5.125

1,284,193

2,065,000

Starwood Property Trust, Inc.1

01/15/27

4.375

1,926,418

 

15,400,956

RETAIL (0.5%)

3,450,000

Nordstrom, Inc.

04/01/30

4.375

3,002,432

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

financial statements april 30, 2022

9


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

CORPORATE BONDS (continued)

SEMICONDUCTORS (0.4%)

$

2,100,000

ams-OSRAM AG1

07/31/25

7.000

%

$

2,125,641

TELECOMMUNICATIONS (0.2%)

875,000

Connect Finco S.a r.l. / Connect US Finco LLC1

10/01/26

6.750

850,937

Total Corporate Bonds

    (Cost $274,291,114)

260,663,486

 

LOAN PARTICIPATIONS AND ASSIGNMENTS (18.3%)

5,110,000

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

04/20/28

5.813

5,196,563

3,341,814

AHP Health Partners, Inc. (1-Month USD-LIBOR + 3.500%)3

08/24/28

4.264

3,319,892

4,560,000

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

08/11/28

4.250

4,508,700

2,446,018

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

04/14/28

4.750

2,437,604

3,042,411

Allen Media LLC (3-Month CME Term SOFR + 5.500%)3

02/10/27

6.151

3,011,226

2,319,758

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

11/01/28

4.313

2,313,634

397,101

Athenahealth Group, Inc. (3-Month CME Term SOFR + 1.750%)3

02/15/29

1.750

391,145

2,342,899

Athenahealth Group, Inc. (1-Month CME Term SOFR + 3.500%)3

02/15/29

4.009

2,307,755

1,180,745

Avolon TLB Borrower 1 (US) LLC Term B3 (1-Month USD-LIBOR + 1.750%)3

01/15/25

2.500

1,167,462

1,947,616

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

06/01/24

2.756

1,927,088

2,380,000

Bausch Health Companies, Inc. Term B (3-Month CME Term SOFR + 5.250%)3

02/01/27

6.016

2,299,675

2,810,929

BCP Renaissance Parent LLC Term B3 (1-Month CME Term SOFR + 3.500%)3

11/02/26

4.500

2,781,077

1,386,833

Buckeye Partners LP Term B1 (1-Month USD-LIBOR + 2.250%)3

11/01/26

2.707

1,376,182

1,916,239

Clarios Global LP (1-Month USD-LIBOR + 3.250%)3

04/30/26

4.014

1,883,509

3,870,505

Connect Finco S.a.r.l. (1-Month USD-LIBOR + 3.500%)3

12/11/26

4.500

3,844,224

2,500,000

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

10/06/23

2.756

2,488,850

4,080,724

Eastern Power LLC (3-Month USD-LIBOR + 3.750%)3

10/02/25

4.756

2,932,612

2,419,369

Elanco Animal Health, Inc. (1-Month USD-LIBOR + 1.750%)3.

08/01/27

2.205

2,367,958

1,925,325

Geon Performance Solutions LLC (Fka. Echo US Holdings LLC) (1-Month USD-LIBOR + 4.750%)3

08/18/28

5.514

1,914,505

1,819,060

GIP II Blue Holding, LP (3-Month USD-LIBOR + 4.500%)3

09/29/28

5.506

1,811,856

1,571,871

Global Medical Responce, Inc. (3-Month USD-LIBOR + 4.250%)3

03/14/25

5.250

1,558,337

780,412

Icon Plc. (3-Month USD-LIBOR + 2.250%)3

07/03/28

3.313

775,410

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

10


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

LOAN PARTICIPATIONS AND ASSIGNMENTS (continued)

$

3,132,292

Icon Plc. (3-Month USD-LIBOR + 2.250%)3

07/03/28

3.313

%

$

3,112,214

4,983,630

ILPEA Parent, Inc. (1-Month USD-LIBOR + 4.500%)3

06/22/28

5.270

4,890,187

1,785,888

Iridium Satellite LLC Term B2 (1-Month USD-LIBOR + 2.500%)3

11/04/26

3.264

1,773,048

2,848,475

Jazz Pharmaceuticals Plc. (1-Month USD-LIBOR + 3.500%)3

05/05/28

4.264

2,842,778

2,280,000

LendingTree, Inc. Term B (3-Month USD-LIBOR + 4.750%)3

09/15/28

4.750

2,262,900

2,955,375

Lumen Technologies, Inc. Term A (1-Month USD-LIBOR + 2.000%)3

01/31/25

2.764

2,916,600

3,050,000

Medline Borrower, LP (1-Month USD-LIBOR + 3.250%)3

10/23/28

4.014

2,996,625

3,070,000

MIP V Waste LLC (1-Month USD-LIBOR + 3.250%)3

12/08/28

4.014

3,050,813

3,059,625

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

09/01/28

4.758

2,933,905

2,687,841

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

10/01/25

4.217

2,668,704

5,602,663

OCM System One Buyer CTB LLC (6-Month CME Term

SOFR + 4.000%)3

03/02/28

4.750

5,532,629

2,685,204

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

06/02/28

3.563

2,670,113

3,080,000

Propulsion (BC) Midco S.a.r.l.3

02/10/29

4.500

3,062,690

2,110,000

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

10/20/27

4.750

2,177,689

2,760,546

UGI Energy Services LLC (1-Month

USD-LIBOR + 3.750%)3

08/13/26

4.514

2,752,789

3,752,100

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

04/21/28

4.500

3,716,718

1,809,271

Vistra Operations Company LLC (fka Tex Operations Co. LLC) (1-Month USD-LIBOR + 1.750%)3

12/31/25

2.472

1,783,869

2,145,000

Wyndham Hotels & Resorts, Inc. Term B (1-Month USD-LIBOR + 1.750%)3

05/30/25

2.514

2,123,829

Total Loan Participations and Assignments

      (Cost $107,785,054)

105,883,364

 

MUNICIPAL BONDS (1.0%)

1,645,000

Indiana Finance Authority, Revenue Bonds

03/01/51

3.313

1,291,118

5,605,000

Port Authority of New York & New Jersey, Revenue

Bonds

10/01/33

2.000

4,511,741

Total Municipal Bonds

    (Cost $7,336,082)

5,802,859

 

PREFERRED STOCK (3.2%)

178,600

Eagle Point Credit Co., Inc.

01/31/29

5.375

4,195,314

99,600

First Eagle Alternative Capital BDC, Inc.

05/25/26

5.000

2,464,104

132,600

Gladstone Investment Corp.

11/01/28

4.875

3,295,110

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

financial statements april 30, 2022

11


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

PREFERRED STOCK (continued)

$

93,600

Horizon Technology Finance Corp.

03/30/26

4.875

%

$

2,327,832

130,800

Oxford Lane Capital Corp.

01/31/27

5.000

3,118,272

114,000

Trinity Capital, Inc.

01/16/25

7.000

2,935,500

Total Preferred Stock

    (Cost $18,770,836)

18,336,132

 

RESIDENTIAL MORTGAGE BACKED SECURITIES (0.3%)

592,513

Cascade Funding Mortgage Trust 2018-RM21,3,4

10/25/68

4.000

587,235

915,550

Cascade Funding Mortgage Trust 2019-RM31,3,4

06/25/69

2.800

893,639

446,845

RMF Proprietary Issuance Trust 2019-11,3,4

10/25/63

2.750

434,366

Total Residential Mortgage Backed Securities

    (Cost $1,949,738)

1,915,240

 

U.S. TREASURY BILLS (1.1%)

3,000,000

U.S. Treasury Bill6

05/17/22

0.000

2,999,610

3,300,000

U.S. Treasury Bill6

05/24/22

0.000

3,299,374

300,000

U.S. Treasury Bill6,7

09/08/22

0.000

298,859

Total U.S. Treasury Bills

    (Cost $6,598,166)

6,597,843

 

U.S. TREASURY BONDS AND NOTES (5.9%)

36,000,000

U.S. Treasury Bond7

08/15/41

1.750

28,518,750

3,865,000

U.S. Treasury Bond

08/15/50

1.375

2,660,056

700,000

U.S. Treasury Note7

02/15/23

2.000

700,520

1,200,000

U.S. Treasury Note7

10/31/23

1.625

1,184,203

300,000

U.S. Treasury Note7

08/15/26

1.500

282,305

500,000

U.S. Treasury Note7

08/31/28

1.125

446,914

150,000

U.S. Treasury Note7

12/31/28

1.375

135,703

Total U.S. Treasury Bonds and Notes

       (Cost $38,435,143)

$

33,928,451

TOTAL INVESTMENTS (Cost $609,657,280)8

100.9

%

$

583,125,996

LIABILITIES IN EXCESS OF OTHER ASSETS

(0.9

)%

(5,133,637

)

NET ASSETS

100.0

%

$

577,992,359

_______________________

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 April 30, 2022 was $250,253,091 or 43.3% of net assets.

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

12


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

2

Security that used significant unobservable inputs to determine fair value.

3

Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the April 30, 2022 coupon or interest rate.

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

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 for federal income tax purposes is $609,657,280, the aggregate gross unrealized appreciation is $1,476,813 and the aggregate gross unrealized depreciation is $39,769,651, resulting in net unrealized depreciation of $38,292,838.

Abbreviations:

CMT – Constant Maturity Treasury.

LIBOR – London Interbank Offered Rate.

SOFR – Secured Overnight Financing Rate.

FINANCIAL FUTURES CONTRACTS

The following futures contracts were open at April 30, 2022:

Number of

Expiration

Notional

Market

Unrealized

Gain /

Description

Contracts

Date

Amount

Value

(Loss)

Contracts to Buy:

U.S. Long Bond

100

June 2022

$

15,406,250

$

14,068,750

$

(1,337,500

)

U.S. Treasury 5-Year Notes

 480

June 2022

56,523,461

54,082,500

(2,440,961

)

U.S. Treasury 10-Year Notes

655

June 2022

80,948,909

78,047,344

(2,901,565

)

U.S. Ultra 10-Year Notes

162

June 2022

22,437,102

20,898,000

(1,539,102

)

U.S. Ultra Bond

198

June 2022

35,604,344

31,766,625

(3,837,719

)

$

(12,056,847

)

Contracts to Sell:

U.S. Treasury 2-Year Notes

79

June 2022

$

16,949,481

16,654,188

$

295,293

Net Unrealized (Loss) on Open Futures Contracts

$

(11,761,554

)

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

financial statements april 30, 2022

13


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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.

14


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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.

financial statements april 30, 2022

15


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2022.

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

April 30, 2022

Asset Backed Securities

$

 

$

100,932,406

$

9,345,265

$

110,277,671

 

Commercial Mortgage Backed Securities

 

32,618,761

7,102,189

39,720,950

 

Corporate Bonds

 

249,897,564

10,765,922

260,663,486

 

Loan Participations and Assignments

 

105,883,364

105,883,364

 

Municipal Bonds

 

5,802,859

5,802,859

 

Preferred Stock

15,400,632

 

2,935,500

18,336,132

 

Residential Mortgage Backed Securities.

 

1,915,240

1,915,240

 

U.S. Treasury Bills

 

6,597,843

6,597,843

 

U.S. Treasury Bonds and Notes

33,928,451

33,928,451

Total Investment, at value

$

15,400,632

$

540,511,988

$

27,213,376

$

583,125,996

Other Financial Instruments, at value

Financial Futures Contracts

$

(11,761,554

)

$

$

$

(11,761,554

)

Other Financial Instruments,

    at value

$

(11,761,554

)

$

$

$

(11,761,554

)

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

16


BBH INCOME FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

The following is a reconciliation of assets for which significant unobservable inputs (Level 3) were used in determining fair value during the period ended April 30, 2022:

Asset Backed

Securities

Commercial

Mortgage Backed

Securities

Corporate

Bonds

Total

Balance as of October 31, 2021

$

11,932,402

$

1,309,688

$

4,687,961

$

17,930,051

 

Purchases

2,270,000

5,870,000

7,170,000

15,310,000

 

Sales / Paydowns

(1,409,595

)

(1,409,595

)

Realized gains (losses)

 

Change in unrealized appreciation (depreciation)

(135,764

)

(78,292

)

(1,092,039

)

(1,306,095

)

Amortization

(3

)

793

790

 

Transfers from Level 3

(5,843,206

)

(5,843,206

)

Transfers to Level 3

2,531,431

2,531,431

 

Balance as of April 30, 2022

$

9,345,265

$

7,102,189

$

10,765,922

$

27,213,376

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 april 30, 2022

17


BBH INCOME FUND


STATEMENT OF ASSETS AND LIABILITIES

April 30, 2022 (unaudited)

ASSETS:

Investments in securities, at value (Cost $609,657,280)

$

583,125,996

Cash

250,642

Receivables for:

Investments sold

2,698,282

Interest

1,011,823

Dividends

40,402

Shares sold

25,113

Total Assets

587,152,258

LIABILITIES:

Payables for:

Investments purchased

8,095,638

Futures variation margin on open contracts

454,173

Investment advisory and administrative fees

192,732

Dividends declared

154,032

Shares redeemed

124,555

Custody and fund accounting fees

66,269

Professional fees

42,006

Transfer agent fees

4,932

Board of Trustees' fees

1,692

Accrued expenses and other liabilities

23,870

Total Liabilities

9,159,899

NET ASSETS

$

577,992,359

Net Assets Consist of:

Paid-in capital

$

626,270,597

Accumulated deficit

(48,278,238)

Net Assets

$

577,992,359

NET ASSET VALUE AND OFFERING PRICE PER SHARE

CLASS I SHARES

($577,992,359 ÷ 61,064,907 shares outstanding)

$

9.47

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

18


BBH INCOME FUND


STATEMENT OF OPERATIONS

For the six months ended April 30, 2022 (unaudited)

NET INVESTMENT INCOME:

Income:

Dividends

$

379,931

Interest income

10,867,285

Other income

125,972

Total Income

11,373,188

Expenses:

Investment advisory and administrative fees

1,200,729

Custody and fund accounting fees

58,186

Professional fees

42,684

Board of Trustees' fees

29,149

Transfer agent fees

16,252

Miscellaneous expenses

52,865

Total Expenses

1,399,865

Net Investment Income

9,973,323

NET REALIZED AND UNREALIZED LOSS:

Net realized loss on investments in securities

(3,228,160

)

Net realized loss on futures contracts

(8,118,252

)

Net realized loss on investments in securities and futures contracts

(11,346,412

)

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

(40,651,735

)

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

(9,793,976

)

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

(50,445,711

)

Net Realized and Unrealized Loss

(61,792,123

)

Net Decrease in Net Assets Resulting from Operations

$

(51,818,800

)

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

financial statements april 30, 2022

19


BBH INCOME FUND


STATEMENTS OF CHANGES IN NET ASSETS

For the

six months ended

April 30, 2022

(unaudited)

For the year ended

October 31, 2021

INCREASE IN NET ASSETS:

Operations:

Net investment income

$

9,973,323

$

17,430,111

Net realized loss on investments in securities and futures contracts

(11,346,412

)

(132,131

)

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

(50,445,711

)

6,465,042

Net increase (decrease) in net assets resulting from operations

(51,818,800

)

23,763,022

Dividends and distributions declared:

Class I

(9,947,695

)

(36,718,571

)

Share transactions:

Proceeds from sales of shares

58,665,195

216,267,575

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

1,365,573

3,100,657

Proceeds from short-term redemption fees

750

2,369

Cost of shares redeemed

(32,518,573

)

(62,053,028

)

Net increase in net assets resulting from share transactions

27,512,945

157,317,573

Total increase/(decrease) in net assets

(34,253,550

)

144,362,024

NET ASSETS:

Beginning of period

612,245,909

467,883,885

End of period

$

577,992,359

$

612,245,909

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

20


BBH INCOME FUND


FINANCIAL HIGHLIGHTS

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

For the six

months ended

April 30, 2022

For the years ended October 31,

For the

period from

June 27, 2018

(commencement

of operations) to

(unaudited)

2021

2020

2019

October 31, 2018

Net asset value, beginning of period

$

10.49

$

10.77

$

10.61

$

9.83

$

10.00

Income from investment operations:

Net investment income1

0.17

0.34

0.34

0.36

0.10

Net realized and unrealized gain (loss)

(1.02

)

0.15

0.46

0.78

(0.17

)

Total income (loss) from investment operations

(0.85

)

0.49

0.80

1.14

(0.07

)

Less dividends and distributions:

From net investment income

(0.17

)

(0.33

)

(0.34

)

(0.36

)

(0.10

)

From net realized gains

(0.44

)

(0.30

)

Total dividends and distributions

(0.17

)

(0.77

)

(0.64

)

(0.36

)

(0.10

)

Short-term redemptions fees1

0.00

2

0.00

2

0.00

2

0.00

2

Net asset value, end of period

$

9.47

$

10.49

$

10.77

$

10.61

$

9.83

Total return3

(8.22

)%4

4.64

%

7.87

%

11.76

%

(0.75

)%4

Ratios/Supplemental data:

Net assets, end of period (in millions)

$

578

$

612

$

468

$

406

$

147

Ratio of expenses to average net assets before reductions

0.47

%5

0.47

%

0.48

%

0.52

%

0.67

%6

Fee waiver7

%

%

%

(0.02

)%

(0.17

)%6

Ratio of expenses to average net assets after reductions

0.47

%5

0.47

%

0.48

%

0.50

%

0.50

%6

Ratio of net investment income to average net assets

3.32

%5

3.19

%

3.24

%

3.49

%

3.12

%6

Portfolio turnover rate

38

%4

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.

6

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

7

The ratio of expenses to average net assets for the six months ended April 30, 2022, 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, 2023 and may only be terminated during its term with approval of the Fund’s Board of Trustees. For the six months ended April 30, 2022, 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.

financial statements april 30, 2022

21


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS

April 30, 2022 (unaudited)

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 April 30, 2022, 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 April 30, 2022, there were eight 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.

22


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 April 30, 2022, are listed in the Portfolio of Investments.

For the six months ended April 30, 2022, the average monthly notional amount of open futures contracts was $186,368,701. The range of monthly notional amounts was $165,430,266 to $227,869,545.

financial statements april 30, 2022

23


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

Fair Values of Derivative Instruments as of April 30, 2022

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

$295,293

*

Net unrealized

appreciation/

(depreciation) on

futures contracts

$(12,056,847

)*

Total

$295,293

$(12,056,847

)

____________

*

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

$

(8,118,252

)

Net Change in Unrealized Appreciation/(Depreciation) on

Derivatives Futures Contracts

$

(9,793,976

)

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.

24


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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

financial statements april 30, 2022

25


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended April 30, 2022, 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 $9,947,695 to Class I shareholders during the six months ended April 30, 2022. 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

26


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 on the Fund's average daily net assets. For the six months ended April 30, 2022, the Fund incurred $1,200,729 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 Fund’s business) for Class I shares to 0.50% on the Fund's average daily net assets. The agreement

financial statements april 30, 2022

27


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

will terminate on March 1, 2023, 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 six months ended April 30, 2022, 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 six months ended April 30, 2022, the Fund incurred $58,186 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 six months ended April 30, 2022 was $494. 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 six months ended April 30, 2022, was $314. 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 six months ended April 30, 2022, the Fund incurred $29,149 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 six months ended April 30, 2022, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $236,407,164 and $228,430,600, respectively.

28


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended

For the year ended

April 30, 2022 (unaudited)

October 31, 2021

Shares

Dollars

Shares

Dollars

Class I

Shares sold

5,775,810

$

58,665,195

20,537,274

$

216,267,575

Shares issued in connection with reinvestments of dividends

135,405

1,365,573

293,453

3,100,657

Proceeds from short-term redemption fees

N/A

750

N/A

2,369

Shares redeemed

(3,197,597

)

(32,518,573

)

(5,908,472

)

(62,053,028

)

Net increase

2,713,618

$

27,512,945

14,922,255

$

157,317,573

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 interest rate (call risk). The Fund invests

financial statements april 30, 2022

29


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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). The United Kingdom’s Financial Conduct Authority announced a phase out of the LIBOR. Although many LIBOR rates were phased out by the end of 2021, a selection of widely used USD LIBOR rates will continue to be published through June 2023 in order to assist with the transition. The unavailability and/or discontinuation of LIBOR may affect the value, liquidity or return on certain fund investments that mature later than June 2023 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

30


BBH INCOME FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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.

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 third 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 April 30, 2022 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 april 30, 2022

31


BBH INCOME FUND


DISCLOSURE OF FUND EXPENSES

April 30, 2022 (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 (November 1, 2021, to April 30, 2022).

ACTUAL EXPENSES

The first line of the table provides information about actual account values and actual expenses. You may use information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during the period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% Hypothetical Example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

32


BBH INCOME FUND


DISCLOSURE OF FUND EXPENSES (continued)

April 30, 2022 (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

November 1, 2021

Ending

Account Value

April 30, 2022

Expenses Paid

During Period

November 1, 2021 to

April 30, 20221

Class I

Actual

$

1,000

$

918

$

2.23

Hypothetical2

$

1,000

$

1,022

$

2.36

________________

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 181/365 (to reflect the one-half year period).

2

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

financial statements april 30, 2022

33


BBH INCOME FUND


DISCLOSURE OF ADVISOR SELECTION

April 30, 2022 (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 meetings on November 18, 2021 and December 14, 2021, in reliance on the Exemptive Order, to consider whether to renew the combined Amended and Restated Investment Advisory and Administrative Services Agreement (the “Agreement”) between the Trust and the Investment Adviser with respect to the existing funds in the Trust, including the Fund. At the December 14, 2021 meeting, the Board voted to approve the renewal of the Agreement with respect to the Fund for an additional one-year term. In doing so, the Board determined that the terms of the Agreement were fair and reasonable and in the best interest of the Fund and its shareholders, and that it had received sufficient information to make an informed business decision with respect to the continuation of the Agreement.

Both in the meetings specifically held to address the continuance of the Agreement and at other meetings over the course of 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 to the Fund by the Investment Adviser and BBH, including investment management, administrative and shareholder services, the oversight of Fund service providers, marketing, risk oversight, compliance, and the ability to meet applicable legal and regulatory requirements. The Board also received third-party comparative performance and fee and expense information for the Fund prepared by Broadridge Financial Solutions, Inc. (“Broadridge”) using data from Lipper Inc., an independent provider of investment company data (“Lipper Report”). The Board reviewed this report with Broadridge, counsel to the Trust (“Fund Counsel”) and BBH. 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 continuation of the Agreement, the Board considered: (a) the nature, extent and quality of services provided by the Investment Adviser; (b) the investment performance of the Fund; (c) the advisory fee and the cost of the services and profits to be realized by the Investment Adviser from its relationship with the Fund; (d) the Fund’s costs to investors compared to the costs of comparative funds; (e) the sharing of potential economies of scale; (f) fall-out benefits to the Investment Adviser as a result of its relationship with the Fund; and (g) 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 continuance of 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 paid by the Fund to the Investment Adviser were reasonable based on the expense information, the cost of the services provided, and the profits realized by the Investment Adviser.

34


BBH INCOME FUND


DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2022 (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 December meeting, and over the course of the previous year, regarding the nature, extent and quality of services provided to the Trust and 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, shareholder servicing, 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 noted that during the course of its regular meetings, it received reports on each of the foregoing topics. 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.

Fund Performance

At the November 18, 2021 and December 14, 2021 meetings, and throughout the year, the Board received and considered performance information for the Fund provided by BBH. The Board also considered the Fund’s performance relative to a peer category of other mutual funds in a report compiled by Broadridge. As part of this review, the Trustees considered the composition of the peer category, selection criteria and reputation of Broadridge who prepared the peer category analysis. The Board reviewed and discussed with both BBH and Broadridge the report’s findings and discussed the positioning of the Fund relative to its selected peer category. The Board considered investment performance for the Fund over the 1-, 2- and 3-year periods ended September 30, 2021 as compared to a its peer category, noting the Fund’s outperformance during each of the periods. In evaluating the performance of the Fund, the Board considered the risk expectations for the Fund as well as the relevant market conditions for the Fund’s investments and investment strategy. Based on this information, and in light of the Fund’s investment style, the Board concluded that it was satisfied with the Fund’s investment results.

financial statements april 30, 2022

35


BBH INCOME FUND


DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2022 (unaudited)

Costs of Services Provided and Profitability

The Board considered the fee rates paid by the Fund to the Investment Adviser 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 that was in place for the Fund and considered the actual fee rates after taking into account the fee waiver. The Board noted that they had previously 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, such peer category and comparisons having been selected and calculated by Broadridge. 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.

With regard to profitability, the Trustees considered the compensation and benefits flowing to the Investment Adviser and BBH, directly or indirectly. The Board reviewed annualized profitability data for the Fund using data for 2021 and prior years as of September 30, for both the Investment Adviser and BBH. The data also included the effect of revenue generated by the shareholder servicing, custody and fund accounting fees paid by the Fund to BBH. The Board conducted a detailed review of the allocation methods used in preparing the profitability data. The Board focused on profitability of the Investment Adviser and BBH’s relationships with the Fund before taxes and distribution expenses. The Board concluded that the Investment Adviser’s and BBH’s profitability was not excessive in light of the nature, extent and quality of services provided to the Fund.

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 administrator, custodian, fund accounting and shareholder servicing 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. The Board concluded that the fees paid by the Fund to the Investment Adviser were reasonable based on the comparative performance, expense information, the cost of the services provided and the profits to be realized by the Investment Adviser.

36


BBH INCOME FUND


CONFLICTS OF INTEREST

April 30, 2022 (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 Fund. In addition, certain of such clients (including the Fund) utilize the services of BBH. for which they will pay to BBH. customary fees and expenses that will not be shared with the Fund.

The Investment Adviser has adopted and implemented policies and procedures that seek to manage conflicts of interest. Pursuant to such policies and procedures, the Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, and compliance with its 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 Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser and the Trust’s CCO on areas of potential conflict.

Investors should carefully review the following, which describes potential and actual conflicts of interest that BBH and the Investment Adviser can face in the operation of 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 and the Fund have adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate the conflicts of interest described below. Additional information about potential conflicts of interest regarding the Investment Adviser is set forth in the Investment Adviser’s Form ADV. A copy of Part 1 and Part 2A of the Investment Adviser’s Form ADV is available on the SEC’s website (www.adviserinfo.sec.gov). In addition, many of the activities that create these conflicts of interest are limited and/or prohibited by law, unless an exception is available.

Other Clients and Allocation of Investment Opportunities. BBH, and the Investment Adviser manage funds and accounts of clients other than the Fund (“Other Clients”). In general, BBH and the Investment Adviser face conflicts of interest when they render investment advisory services to different clients and, from time to time, provide dissimilar investment advice to different clients. Investment decisions will not necessarily be made in parallel among the Fund and Other Clients. Investments made by the Fund do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients may produce results that are materially different from those experienced by the Fund. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other funds or accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various funds or accounts managed by the Investment Adviser could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. From time to time, the Investment Adviser sponsor funds and other investment pools and accounts which engage in the same or similar businesses as the Fund using the same or similar investment strategies. To the extent that the same investment opportunities might

financial statements april 30, 2022

37


BBH INCOME FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

be desirable for more than one account or funds, possible conflicts could arise in determining how to allocate them because the Investment 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 Fund and its affiliated and unaffiliated service providers (e.g., conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. BBH acting in its capacity as the Fund’s administrator is the primary valuation agent of the Fund. BBH values securities and assets in the Fund according to the Fund’s valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to a Fund’s net assets, BBH and its affiliates may have an incentive to seek to overvalue certain assets.

Aggregation. Potential conflicts of interest also arise with the aggregation of trade orders. Purchases and sales of securities for the Fund may be aggregated with orders for other client accounts managed by the Investment Adviser. The Investment 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 Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

Cross Trades. Under certain circumstances, the Investment Adviser, on behalf of the Fund, may seek to buy from or sell securities to another fund or account advised by BBH or the Investment Adviser. Subject to applicable law and regulation, BBH or the Investment Adviser may (but is not required to) effect purchases and sales between BBH’s or the Investment Adviser’s clients (“cross trades”), including the Fund, if BBH or

38


BBH INCOME FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

the Investment Adviser believes 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 Fund. BBH or the Investment 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 Fund 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 Fund based on the amount of brokerage commissions paid by the Fund and such other accounts. To the extent that the Investment 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 Investment 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 Investment 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 Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times.

Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Fund’s expense ratio. In selecting the Fund for its discretionary investment advisory clients, BBH may limit its selection to funds managed by BBH or the Investment Adviser. BBH may not consider or canvass the universe of unaffiliated investment companies available, even though there may be unaffiliated investment companies that may be more appropriate or that have superior

financial statements april 30, 2022

39


BBH INCOME FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

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

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

Valuation. When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments will be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arms-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination and may be based on analytical values determined by BBH using proprietary or third-party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.

Referral Arrangements. BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.

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

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

40


BBH INCOME FUND


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

April 30, 2022 (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 8, 2022 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, 2021 through January 31, 2022 (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 april 30, 2022

41


BBH INCOME FUND


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

April 30, 2022 (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’s Forms N-MFP 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


 

image provided by client

 

Semi-Annual Report

APRIL 30, 2022

BBH Select Series — Large Cap Fund


BBH SELECT SERIES – LARGE CAP FUND


PORTFOLIO ALLOCATION

April 30, 2022 (unaudited)

SECTOR DIVERSIFICATION

U.S. $ Value

Percent of

Net Assets

Common Stock:

Basic Materials

$

43,582,835

10.7

%

Communications

53,401,997

13.1

Consumer Cyclical

67,526,574

16.6

Consumer Non-Cyclical

79,737,676

19.5

Financials

96,574,432

23.7

Industrials

27,871,209

6.8

Technology

35,467,866

8.7

Cash and Other Assets in Excess of Liabilities

3,773,099

0.9

NET ASSETS

$

407,935,688

100.0

%

All data as of April 30, 2022. The BBH Select Series - Large 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.

2


BBH SELECT SERIES – LARGE CAP FUND


PORTFOLIO OF INVESTMENTS

April 30, 2022 (unaudited)

Shares

Value

 

COMMON STOCK (99.1%)

BASIC MATERIALS (10.7%)

95,190

Celanese Corp. (Series A)

$

13,987,219

64,148

Linde, Plc. (Ireland)

20,011,610

34,856

Sherwin-Williams Co.

9,584,006

Total Basic Materials

43,582,835

 

COMMUNICATIONS (13.1%)

11,777

Alphabet, Inc. (Class C)1

27,079,209

6,632

Amazon.com, Inc.1

16,484,698

4,451

Booking Holdings, Inc.1

9,838,090

Total Communications

53,401,997

 

CONSUMER CYCLICAL (16.6%)

130,166

Copart, Inc.1

14,793,366

28,843

Costco Wholesale Corp.

15,336,400

46,163

Dollar General Corp.

10,965,097

89,967

NIKE, Inc. (Class B)

11,218,885

18,322

Pool Corp.

7,424,441

104,346

Starbucks Corp.

7,788,385

Total Consumer Cyclical

67,526,574

 

CONSUMER NON-CYCLICAL (19.5%)

93,440

Abbott Laboratories

10,605,440

208,070

Alcon, Inc. (Switzerland)

14,816,665

46,074

Diageo, Plc. ADR (United Kingdom)

9,153,982

57,960

Nestle S.A. ADR (Switzerland)

7,455,974

25,819

S&P Global, Inc.

9,720,854

21,635

Thermo Fisher Scientific, Inc.

11,962,424

90,394

Zoetis, Inc. (Class A)

16,022,337

Total Consumer Non-Cyclical

79,737,676

 

FINANCIALS (23.7%)

131,012

Arthur J Gallagher & Co.

22,074,212

54

Berkshire Hathaway, Inc. (Class A)1

26,154,360

67,175

Mastercard, Inc. (Class A)

24,410,052

132,270

Progressive Corp.

14,200,507

40,187

Signature Bank

9,735,301

Total Financials

96,574,432

 

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

financial statements april 30, 2022

3


BBH SELECT SERIES – LARGE CAP FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Shares

Value

 

COMMON STOCKS (continued)

INDUSTRIALS (6.8%)

151,801

AO Smith Corp.

$

8,869,732

118,591

Graco, Inc.

7,355,014

70,825

Waste Management, Inc.

11,646,463

Total Industrials

27,871,209

 

 

TECHNOLOGY (8.7%)

29,425

KLA Corp.

9,394,225

58,242

Microsoft Corp.

16,163,320

135,018

Oracle Corp.

9,910,321

Total Technology

35,467,866

Total Common Stock

      (Cost $317,583,540)

404,162,589

TOTAL INVESTMENTS (Cost $317,583,540)2

99.1

%

$

404,162,589

CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES

0.9

%

3,773,099

NET ASSETS

100.00

%

$

407,935,688

____________

1

Non-income producing security.

2

The aggregate cost for federal income tax purposes is $317,583,540, the aggregate gross unrealized appreciation is $99,926,474 and the aggregate gross unrealized depreciation is $13,347,425, resulting in net unrealized appreciation of $86,579,049.

Abbreviation:

ADR – American Depositary Receipt.

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

4


BBH SELECT SERIES – LARGE CAP FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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 april 30, 2022

5


BBH SELECT SERIES – LARGE CAP FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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 April 30, 2022.

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

April 30, 2022

Common Stock:

Basic Materials

$

43,582,835

$

$

$

43,582,835

Communications

53,401,997

53,401,997

Consumer Cyclical

67,526,574

67,526,574

Consumer Non-Cyclical

79,737,676

79,737,676

Financials

96,574,432

96,574,432

Industrials

27,871,209

27,871,209

Technology

35,467,866

35,467,866

Investments, at value

$

404,162,589

$

$

$

404,162,589

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

6


BBH SELECT SERIES – LARGE CAP FUND


STATEMENT OF ASSETS AND LIABILITIES

April 30, 2022 (unaudited)

ASSETS:

Investments in securities, at value (Cost $317,583,540)

$

404,162,589

Cash

4,844,330

Receivables for:

Shares sold

886,900

Dividends

501,448

Investment advisory and administrative fee waiver reimbursement

2,416

Interest

588

Prepaid assets

5,118

Total Assets

410,403,389

LIABILITIES:

Payables for:

Investments purchased

1,830,676

Shares redeemed

328,015

Investment advisory and administrative fees

231,398

Professional fees

28,893

Custody and fund accounting fees

21,106

Transfer agent fees

5,674

Board of Trustees' fees

1,716

Distribution fees

322

Accrued expenses and other liabilities

19,901

Total Liabilities

2,467,701

NET ASSETS

$

407,935,688

Net Assets Consist of:

Paid-in capital

$

307,883,836

Retained earnings

100,051,852

Net Assets

$

407,935,688

NET ASSET VALUE AND OFFERING PRICE PER SHARE

CLASS I SHARES

($406,837,399 ÷ 33,183,824 shares outstanding)

$12.26

RETAIL CLASS SHARES

($1,098,289 ÷ 90,400 shares outstanding)

$12.15

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

financial statements april 30, 2022

7


BBH SELECT SERIES – LARGE CAP FUND


STATEMENT OF OPERATIONS

For the six months ended April 30, 2022

NET INVESTMENT INCOME:

Income:

Dividends (net of foreign withholding taxes of $32,961)

$

2,158,001

Interest income

2,526

Other income

15

Total Income

2,160,542

Expenses:

Investment advisory and administrative fees

1,436,315

Professional fees

29,571

Board of Trustees' fees

28,575

Transfer agent fees

19,593

Custody and fund accounting fees

17,667

Distribution fees

2,198

Miscellaneous expenses

39,915

Total Expenses

1,573,834

Investment advisory and administrative fee waiver

(14,238

)

Net Expenses

1,559,596

Net Investment Income

600,946

NET REALIZED AND UNREALIZED LOSS:

Net realized gain on investments in securities

12,880,953

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

(59,035,453

)

Net Realized and Unrealized Loss

(46,154,500

)

Net Decrease in Net Assets Resulting from Operations

$

(45,553,554

)

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

8


BBH SELECT SERIES – LARGE CAP FUND


STATEMENTS OF CHANGES IN NET ASSETS

For the

six months ended

April 30, 2022

(unaudited)

For the

year ended

October 31, 2021

INCREASE (DECREASE) IN NET ASSETS:

Operations:

Net investment income

$

600,946

$

1,329,279

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

12,880,953

24,792,983

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

translations

(59,035,453

)

117,074,293

Net increase (decrease) in net assets resulting from operations

(45,553,554

)

143,196,555

Dividends and distributions declared:

Class I

(15,461,745

)

(1,483,494

)

Retail Class

(57,689

)

(5,835

)

Total dividends and distributions declared

(15,519,434

)

(1,489,329

)

Share transactions:

Proceeds from sales of shares*

43,777,373

70,848,905

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

2,698,512

296,987

Proceeds from short-term redemption fees

2

40

Cost of shares redeemed*

(46,319,861

)

(132,867,067

)

Net increase (decrease) in net assets resulting from share transactions

156,026

(61,721,135

)

Total increase (decrease) in net assets

(60,916,962

)

79,986,091

NET ASSETS:

Beginning of period

468,852,650

388,866,559

End of period

$

407,935,688

$

468,852,650

____________________________

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

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

financial statements april 30, 2022

9


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

six months ended

April 30, 2022

(unaudited)

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

$14.12

$10.30

$10.12

$10.00

Income from investment operations:

Net investment income1

0.02

0.04

0.03

0.01

Net realized and unrealized gain (loss)

(1.41)

3.82

2

0.15

0.11

Total income (loss) from investment operations

(1.39)

3.86

2

0.18

0.12

Less dividends and distributions:

From investment income

(0.04)

(0.04)

2

(0.00)

3

From net realized gains

(0.43)

Total dividends and distributions

(0.47)

(0.04)

2

(0.00)

3

Short-term redemption fees1

0.00

3

0.00

3

Net asset value, end of period

$12.26

$14.12

$10.30

$10.12

Total return4

(10.30)

%5

37.56

%

1.82

%

1.20

%5

Ratios/Supplemental data:

Net assets, end of period (in millions)

$407

$467

$387

$397

Ratio of expenses to average net assets before reductions

0.70

%6

0.70

%

0.74

%

0.75

%7

Fee waiver

%6,8

%8

%8

(0.01

)%7,8

Ratio of expenses to average net assets after reductions

0.70

%6

0.70

%

0.74

%

0.74

%7

Ratio of net investment income to average net assets

0.27

%6

0.29

%

0.34

%

0.52

%7

Portfolio turnover rate

15

%5

18

%

38

%

0

%5

____________

1

Calculated using average shares outstanding for the period.

2

Amounts previously presented incorrectly have been revised to reflect the proper per share amounts. The amounts have been revised from previously reported $3.74, $3.78, $0.04 and $0.04 per share for Net realized and unrealized gain (loss), Total income (loss) from investment operations, From investment income and Total dividends and distributions, respectively.

3

Less than $0.01.

4

Assumes the reinvestment of distributions.

5

Not annualized.

6

Annualized.

7

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

8

The ratio of expenses to average net assets for the six months ended April 30, 2022, 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, 2023 and may only be terminated during its term with approval of the Fund’s Board of Trustees. For the six months ended April 30, 2022, the years ended October 31, 2021, 2020 and the period from September 9, 2019 to October 31, 2019 the waived fees were $0, $0, $0 and $27,976, respectively.

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

10


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

six months ended

April 30, 2022

(unaudited)

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

$13.99

$10.24

$10.09

$10.00

Income from investment operations:

Net investment income (loss)1

(0.01

)

(0.01

)

0.00

2

0.01

Net realized and unrealized gain (loss)

(1.40

)

3.80

3

0.15

0.08

Total income (loss) from investment operations

(1.41

)

3.79

3

0.15

0.09

Less dividends and distributions:

From investment income

(0.04

​)​3

From net realized gains

(0.43

)

Total dividends and distributions

(0.43

)

(0.04

​)​3

Short-term redemption fees1

0.00

2

0.00

2

Net asset value, end of period

$12.15

$13.99

$10.24

$10.09

Total return4

(10.48

)%5

37.10

%

1.49

%

0.90

%5

Ratios/Supplemental data:

Net assets, end of period (in millions)

$1

$2

$2

$2

Ratio of expenses to average net assets before reductions

2.67

%6

2.68

%

3.48

%

5.79

%7

Fee waiver

(1.62

)%6,8

(1.63

)%8

(2.43

)%8

(4.74

)%7,8

Ratio of expenses to average net assets after reductions

1.05

%6

1.05

%

1.05

%

1.05

%7

Ratio of net investment income to average net assets

(0.09

)%6

(0.06

)%

0.03

%

0.46

%7

Portfolio turnover rate

15

%5

18

%

38

%

0

%5

____________

1

Calculated using average shares outstanding for the period.

2

Less than $0.01.

3

Amounts previously presented incorrectly have been revised to reflect the proper per share amounts. The amounts have been revised from previously reported $3.72, $3.71, $0.04 and $0.04 per share for Net realized and unrealized gain (loss), Total income (loss) from investment operations, From investment income and Total dividends and distributions, respectively.

4

Assumes the reinvestment of distributions.

5

Not annualized.

6

Annualized.

7

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

8

The ratio of expenses to average net assets for the six months ended April 30, 2022, 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, 2023 and may only be terminated during its term with approval of the Fund’s Board of Trustees. For the six months ended April 30, 2022, the years ended October 31, 2021, 2020 and the period from September 9, 2019 to October 31, 2019 the waived fees were $14,238, $27,841, $47,750 and $8,357, respectively.

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

financial statements april 30, 2022

11


BBH SELECT SERIES – LARGE CAP FUND


NOTES TO FINANCIAL STATEMENTS

April 30, 2022 (unaudited)

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 April 30, 2022, there were eight 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

12


BBH SELECT SERIES – LARGE CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended April 30, 2022, 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 $15,461,745 and $57,689 to Class I shares and Retail Class shareholders, respectively, during the six months ended April 30, 2022.

financial statements april 30, 2022

13


BBH SELECT SERIES – LARGE CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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.

14


BBH SELECT SERIES – LARGE CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 the six months ended April 30, 2022, the Fund incurred $1,436,315 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, 2023, 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 six months ended, the Investment Adviser waived fees in the amount of $0 and $14,238 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 six months ended April 30, 2022, Retail Class shares of the Fund incurred $2,198 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 six months ended April 30, 2022, the Fund incurred $17,667 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

financial statements april 30, 2022

15


BBH SELECT SERIES – LARGE CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

earned by the Fund for the six months ended April 30, 2022 was $2,526. 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 six months ended April 30, 2022, was $0. 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 six months ended April 30, 2022, the Fund incurred $28,575 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 six months ended April 30, 2022, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $64,451,573 and $73,234,299, 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 six months ended April 30, 2022 (unaudited)

For the year ended October 31, 2021

Shares

Dollars

Shares

Dollars

Class I

 

 

 

 

Shares sold

3,286,594

 

$

43,753,929

 

5,766,662

 

$

70,599,590

 

Shares issued in connection with reinvestments of dividends

186,762

 

2,640,823

 

25,428

 

291,152

 

Proceeds from short-term redemption fees

N/A

 

N/A

 

N/A

 

40

 

Shares redeemed

(3,357,491

)

(45,693,811

)

(10,274,265

)

(131,739,744

)

Net increase (decrease)

115,865

$

700,941

(4,482,175

)

$

(60,848,962

)

Retail Class

 

 

 

 

Shares sold

1,762

 

$

23,444

 

20,099

 

$

249,315

 

Shares issued in connection with reinvestments of dividends

4,112

 

57,689

 

513

 

5,835

 

Proceeds from short-term redemption fees

N/A

 

2

 

N/A

 

N/A

 

Shares redeemed

(49,572

)

(626,050

)

(98,352

)

(1,127,323

)

Net decrease

(43,698

)

$

(544,915

)

(77,740

)

$

(872,173

)

16


BBH SELECT SERIES – LARGE CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the six months ended April 30, 2022 and the year ended October 31, 2021. Specifically:

During the six months ended April 30, 2022, there were no exchanges between Class I and Retail Class.

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. The Fund invests in large cap company securities, which may underperform other funds during periods when the Fund’s large cap securities are out of favor (large cap company risk).

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

financial statements april 30, 2022

17


BBH SELECT SERIES – LARGE CAP FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 third 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 April 30, 2022 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.

18


BBH SELECT SERIES – LARGE CAP FUND


DISCLOSURE OF FUND EXPENSES

April 30, 2022 (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 (November 1, 2021 to April 30, 2022).

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 april 30, 2022

19


BBH SELECT SERIES – LARGE CAP FUND


DISCLOSURE OF FUND EXPENSES (continued)

April 30, 2022 (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

November 1, 2021

Ending

Account Value

April 30, 2022

Expenses Paid

During Period

November 1, 2021 to

April 30, 20221

Class I

Actual

$1,000

$

897

$3.29

Hypothetical2

$1,000

$

1,021

$3.51

Beginning

Account Value

November 1, 2021

Ending

Account Value

April 30, 2022

Expenses Paid

During Period

November 1, 2021 to

April 30, 20221

Retail Class

Actual

$1,000

$

895

$4.93

Hypothetical2

$1,000

$

1,020

$5.26

________________

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 181/365 (to reflect the one-half year period).

2

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

20


BBH SELECT SERIES – LARGE CAP FUND


DISCLOSURE OF ADVISOR SELECTION

April 30, 2022 (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 meetings on November 18, 2021 and on December 14, 2021, in reliance on the Exemptive Order, to consider whether to renew the combined Amended and Restated Investment Advisory and Administrative Services Agreement (the “Advisory Agreement”) between the Trust and the Investment Adviser with respect to the existing funds in the Trust, including the Fund. At the December 14, 2021 meeting, the Board voted to approve the renewal of the Agreement with respect to the Fund for an additional one-year term. In doing so, the Board determined that the terms of the Agreement were fair and reasonable and in the best interest of the Fund and its shareholders and that it had received sufficient information throughout the year to make an informed business decision with respect to the continuation of the Agreement.

Both in the meetings specifically held to address the continuance of the Agreement and at other meetings over the course of 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 to the Trust and the Fund by the Investment Adviser and BBH, including investment management and administrative, the oversight of Fund service providers, marketing, risk oversight, compliance, and the ability to meet applicable legal and regulatory requirements. The Board also received and reviewed third-party comparative fee and expense information for the Fund prepared by Broadridge Financial Solutions, Inc. (“Broadridge”) using data from Lipper Inc., an independent provider of investment company data (“Lipper Report”). The Board reviewed this report with Broadridge, counsel to the Trust (“Fund Counsel”) and BBH. 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 continuation of the Agreement, the Board considered: (a) the nature, extent and quality of services provided by the Investment Adviser; (b) the investment performance of the Fund; (c) the advisory fee and the cost of the services and profits to be realized by the Investment Adviser from its relationship with the Fund; (d) the Fund’s costs to investors compared to the costs of comparative funds; (e) the sharing of potential economies of scale; (f) fall-out benefits to the Investment Adviser as a result of its relationship with the Fund; and (g) 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 continuance of 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

financial statements april 30, 2022

21


BBH SELECT SERIES – LARGE CAP FUND


DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2022 (unaudited)

these factors with Fund Counsel. The Board concluded that the fees paid by the Fund to the Investment Adviser were reasonable based on the expense information, the cost of the services provided, and the profits realized by the Investment Adviser.

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 December meeting, and over the course of the previous year, regarding the nature, extent and quality of services provided to the Trust and 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 noted that during the course of its regular meetings, it received reports on each of the foregoing topics. 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.

Fund Performance

At the November 18, 2021 and December 14, 2021 meetings, and throughout the year, the Board received and considered performance information for the Fund provided by BBH. The Board also considered the Fund’s performance relative to a peer category of other mutual funds in a report compiled by Broadridge. As part of this review, the Trustees considered the composition of the peer category, selection criteria and reputation of Broadridge who prepared the peer category analysis. The Board reviewed and discussed with both BBH and Broadridge the report’s findings and discussed the positioning of the Fund relative to its selected peer category. The Board considered investment performance for the Fund over the 1- and 2-year periods of time noting the Fund had below average performance as compared to its peer category for the 1- and 2-year periods, ended September 30, 2021. In evaluating the performance of the Fund, the Board considered the risk expectations for the Fund as well as the level of Fund performance in the context of Fund expenses and the Investment Adviser’s profitability. The Board also noted the addition of a new portfolio manager for the Fund

22


BBH SELECT SERIES – LARGE CAP FUND


DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2022 (unaudited)

after September 30, 2021. Based on this information, the Board concluded that it was satisfied with the Fund’s investment results.

Costs of Services Provided and Profitability

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 that was in place for the Fund and considered the actual fee rates after taking into account the fee waiver. The Board noted that they had previously 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, such peer category and comparisons having been selected and calculated by Broadridge. 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.

With regard to profitability, the Trustees considered the compensation and benefits flowing to the Investment Adviser and BBH, directly or indirectly. The Board reviewed annualized profitability data for the Fund using data for 2021 and prior years as of September 30, for both the Investment Adviser and BBH. The data also included the effect of revenue generated by the custody and fund accounting fees paid by the Fund to BBH. The Board conducted a detailed review of the allocation methods used in preparing the profitability data. The Board focused on profitability of the Investment Adviser and BBH’s relationships with the Fund before taxes and distribution expenses. The Board concluded that the Investment Adviser’s and BBH’s profitability was not excessive in light of the nature, extent and quality of services provided to the Fund.

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, 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. The Board concluded that the fees paid by the Fund to the Investment Adviser were reasonable based on the comparative expense information, the cost of the services provided by the Investment Adviser.

financial statements april 30, 2022

23


BBH SELECT SERIES – LARGE CAP FUND


CONFLICTS OF INTEREST

April 30, 2022 (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 Fund. In addition, certain of such clients (including the Fund) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Fund.

The Investment Adviser has adopted and implemented policies and procedures that seek to manage conflicts of interest. Pursuant to such policies and procedures, the Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, and compliance with its 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 Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser and the Trust’s CCO on areas of potential conflict.

Investors should carefully review the following, which describes potential and actual conflicts of interest that BBH and the Investment Adviser can face in the operation of 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 and the Fund have adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate the conflicts of interest described below. Additional information about potential conflicts of interest regarding the Investment Adviser is set forth in the Investment Adviser’s Form ADV. A copy of Part 1 and Part 2A of the Investment Adviser’s Form ADV is available on the SEC’s website (www.adviserinfo.sec.gov). In addition, many of the activities that create these conflicts of interest are limited and/or prohibited by law, unless an exception is available.

Other Clients and Allocation of Investment Opportunities. BBH and the Investment Adviser manage funds and accounts of clients other than the Fund (“Other Clients”). In general, BBH and the Investment Adviser face conflicts of interest when they render investment advisory services to different clients and, from time to time, provide dissimilar investment advice to different clients. Investment decisions will not necessarily be made in parallel among the Fund and Other Clients. Investments made by the Fund do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients may produce results that are materially different from those experienced by the Fund. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other funds or accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various funds or accounts managed by the Investment Adviser could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. From time to time, the Investment Adviser sponsor funds and other investment pools and accounts which engage in the same or similar businesses as the Fund using the same or similar investment strategies. To the extent that the same investment opportunities might

24


BBH SELECT SERIES – LARGE CAP FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

be desirable for more than one account or fund, possible conflicts could arise in determining how to allocate them because the Investment 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 Fund and its affiliated and unaffiliated service providers (e.g., conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. BBH acting in its capacity as the Fund’s administrator is the primary valuation agent of the Fund. BBH values securities and assets in the Fund according to the Fund’s valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to a Fund’s net assets, BBH and its affiliates may have an incentive to seek to overvalue certain assets.

Aggregation. Potential conflicts of interest also arise with the aggregation of trade orders. Purchases and sales of securities for the Fund may be aggregated with orders for other client accounts managed by the Investment Adviser. The Investment 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 Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

Cross Trades. Under certain circumstances, the Investment Adviser, on behalf of the Fund, may seek to buy from or sell securities to another fund or account advised by BBH or the Investment Adviser. Subject to applicable law and regulation, BBH or the Investment Adviser may (but is not required to) effect purchases and sales between BBH’s or the Investment Adviser’s clients (“cross trades”), including the Fund, if BBH or

financial statements april 30, 2022

25


BBH SELECT SERIES – LARGE CAP FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

the Investment Adviser believes 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 Fund. BBH or the Investment 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 Fund 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 Fund based on the amount of brokerage commissions paid by the Fund and such other accounts. To the extent that the Investment 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 Investment 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 Investment 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 Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times.

Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Fund’s expense ratio. In selecting the Fund for its discretionary investment advisory clients, BBH may limit its selection to funds managed by BBH or the Investment Adviser. BBH may not consider or canvass the universe of unaffiliated investment companies available, even though there may be unaffiliated investment companies that may be more appropriate or that have superior

26


BBH SELECT SERIES – LARGE CAP FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

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

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

Valuation. When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments will be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination and may be based on analytical values determined by BBH using proprietary or third-party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.

Referral Arrangements. BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.

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

Gifts and Entertainment. From time to time, employees of BBH, including the Investment Adviser, and any of their respective partners, principals, directors, officers, employees, affiliates or agents, may receive gifts and/or entertainment from clients, intermediaries, or service providers to the Fund or BBH, including the Investment Adviser, which could have the appearance of affecting or may potentially affect the judgment of the employees, or the manner in which they conduct business. 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 april 30, 2022

27


BBH SELECT SERIES – LARGE CAP FUND


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

April 30, 2022 (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 8, 2022 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, 2021 through January 31, 2022 (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.

28


BBH SELECT SERIES – LARGE CAP FUND


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

April 30, 2022 (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 april 30, 2022

29


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’s Forms N-MFP 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


 

image provided by client

 

Semi-Annual Report

APRIL 30, 2022

BBH Intermediate Municipal Bond Fund


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF ALLOCATION

April 30, 2022 (unaudited)

BREAKDOWN BY SECURITY TYPE

U.S. $ Value

Percent of

Net Assets

Municipal Bonds

$

820,193,847

109.6

%

 

Short-term Municipal Bonds

6,325,569

0.8

Liabilities in Excess of Other Assets

(77,822,572

)

(10.4

)

 

NET ASSETS

$

748,696,844

100.0

%

 

All data as of April 30, 2022. The BBH Intermediate Municipal Bond Fund’s (the “Fund”) breakdown by security type is expressed as a percentage of net assets and may vary over time.

CREDIT QUALITY

U.S. $ Value

Percent of

Total Investments

AAA

$

212,872,420

25.8

%

 

AA

318,674,829

38.5

 

 

A

205,532,623

24.9

 

 

BBB

84,347,750

10.2

 

 

Not Rated

5,091,794

0.6

 

 

TOTAL INVESTMENTS

$

826,519,416

100.0

%

 

All data as of April 30, 2022. 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.

2


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

 

MUNICIPAL BONDS (109.6%)

 

 

 

Arizona (0.7%)

$

2,250,000

Coconino County Pollution Control Corp., Revenue Bonds1,2

09/01/32

1.875

%

$

2,242,444

3,000,000

County of Yavapai Industrial Development Authority, Revenue Bonds

06/01/27

1.300

2,657,862

205,000

Salt Verde Financial Corp., Revenue Bonds

12/01/22

5.250

208,400

Total Arizona

5,108,706

 

California (9.0%)

3,700,000

Allan Hancock Joint Community College District, General Obligation Bonds

08/01/42

0.000

2,981,606

510,000

Anaheim City School District, General Obligation Bonds, NPFG3

08/01/24

0.000

477,829

1,000,000

Anaheim City School District, General Obligation Bonds, NPFG3

08/01/26

0.000

876,326

1,040,000

Anaheim City School District, General Obligation Bonds, AGM, NPFG3

08/01/28

0.000

850,357

2,140,000

Anaheim City School District, General Obligation Bonds, AGM, NPFG3

08/01/29

0.000

1,684,236

3,195,000

Anaheim Public Financing Authority, Revenue Bonds, AGM3

09/01/30

0.000

2,416,372

1,185,000

California Pollution Control Financing Authority, Revenue Bonds1,2

11/01/40

3.125

1,180,137

1,100,000

California State Public Works Board, Revenue Bonds4

08/01/25

5.000

1,166,506

1,470,000

California State Public Works Board, Revenue Bonds4

08/01/26

5.000

1,584,398

2,400,000

California State Public Works Board, Revenue Bonds4

08/01/29

5.000

2,667,510

2,785,000

California State Public Works Board, Revenue Bonds4

08/01/30

5.000

3,120,138

2,560,000

California State Public Works Board, Revenue Bonds4

08/01/31

5.000

2,890,567

2,000,000

Center Unified School District, General Obligation Bonds, BAM3

08/01/31

0.000

1,433,781

1,040,000

Chaffey Joint Union High School District, General Obligation Bonds3

08/01/33

0.000

697,756

1,000,000

Chaffey Joint Union High School District, General Obligation Bonds3

02/01/34

0.000

656,791

1,450,000

Chino Valley Unified School District, General Obligation Bonds3

08/01/34

0.000

877,735

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

financial statements april 30, 2022

3


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

California (continued)

$

2,200,000

Chino Valley Unified School District, General Obligation Bonds3

08/01/35

0.000

%

$

1,265,282

1,015,000

Downey Unified School District, General Obligation Bonds3

08/01/33

0.000

685,512

1,000,000

Downey Unified School District, General Obligation Bonds3

08/01/35

0.000

620,938

2,000,000

Glendale Community College District, General Obligation Bonds3

08/01/32

0.000

1,336,731

2,500,000

Glendale Community College District, General Obligation Bonds3

08/01/33

0.000

1,590,080

3,350,000

Glendale Community College District, General Obligation Bonds3

08/01/35

0.000

1,921,763

5,240,000

Glendale Community College District, General Obligation Bonds3

08/01/36

0.000

2,856,164

1,900,000

Glendale Community College District, General Obligation Bonds3

08/01/37

0.000

983,215

1,040,000

Golden State Tobacco Securitization Corp., Revenue Bonds, AGM3

06/01/25

0.000

963,369

1,000,000

Grossmont Healthcare District, General Obligation Bonds, AMBAC3

07/15/30

0.000

763,008

1,100,000

La Mesa-Spring Valley School District, General Obligation Bonds, NPFG3

08/01/26

0.000

965,571

1,660,000

Lake Tahoe Unified School District, General Obligation Bonds, NPFG3

08/01/27

0.000

1,399,890

1,110,000

Lake Tahoe Unified School District, General Obligation Bonds, NPFG3

08/01/30

0.000

830,605

725,000

Long Beach Bond Finance Authority, Revenue

Bonds

11/15/22

5.250

736,769

755,000

Long Beach Bond Finance Authority, Revenue Bonds (3-Month USD-LIBOR + 1.450%)2

11/15/27

1.789

748,752

9,565,000

Northern California Gas Authority No 1, Revenue Bonds (3-Month USD-LIBOR + 0.720%)2

07/01/27

1.368

9,438,602

1,725,000

Oak Grove School District, General Obligation Bonds

08/01/31

0.000

1,229,024

1,030,000

Oak Grove School District, General Obligation Bonds

08/01/32

0.000

731,037

1,050,000

Oak Park Unified School District, General Obligation Bonds, AGM3

08/01/28

0.000

852,752

1,310,000

Palmdale Elementary School District, General Obligation Bonds, AGM3

08/01/36

0.000

721,211

975,000

Placer Union High School District, General Obligation Bonds, AGM3

08/01/30

0.000

737,312

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

4


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

California (continued)

$

775,000

Roseville Joint Union High School District, General Obligation Bonds, AGM3

08/01/30

0.000

%

$

586,068

1,035,000

Roseville Joint Union High School District, General Obligation Bonds3

08/01/33

0.000

674,737

2,415,000

San Diego Unified School District, General Obligation Bonds3

07/01/34

0.000

1,529,551

3,000,000

San Diego Unified School District, General Obligation Bonds3

07/01/37

0.000

1,652,523

1,000,000

Santa Ana Unified School District, General Obligation Bonds, NPFG3

08/01/24

0.000

938,371

1,120,000

Santa Rita Union School District, General Obligation Bonds, AGM3

08/01/33

0.000

729,956

2,415,000

State of California, General Obligation Bonds

12/01/32

2.850

2,343,296

1,000,000

Ukiah Unified School District, General Obligation Bonds, NPFG3

08/01/24

0.000

938,163

1,040,000

Windsor Unified School District, General Obligation Bonds3

08/01/33

0.000

689,331

Total California

67,021,628

 

Colorado (2.1%)

879,993

Colorado Housing & Finance Authority, Revenue Bonds, GNMA

11/01/48

4.200

887,298

6,515,000

E-470 Public Highway Authority, Revenue Bonds, NPFG3

09/01/22

0.000

6,482,353

1,900,000

E-470 Public Highway Authority, Revenue Bonds, NPFG3

09/01/25

0.000

1,732,483

1,750,000

E-470 Public Highway Authority, Revenue Bonds, NPFG3

09/01/27

0.000

1,493,041

5,000,000

E-470 Public Highway Authority, Revenue Bonds (SOFR + 0.350%)2

09/01/39

0.538

4,899,423

Total Colorado

15,494,598

 

Connecticut (6.0%)

1,135,000

Connecticut Housing Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

11/15/22

2.100

1,136,252

530,000

Connecticut Housing Finance Authority, Revenue Bonds

05/15/23

2.800

531,024

1,605,000

Connecticut Housing Finance Authority, Revenue Bonds

05/15/26

1.150

1,491,639

1,070,000

Connecticut Housing Finance Authority, Revenue Bonds

11/15/26

1.200

986,751

2,340,000

Connecticut Housing Finance Authority, Revenue Bonds

05/15/27

1.350

2,150,601

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

financial statements april 30, 2022

5


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Connecticut (continued)

$

1,000,000

Connecticut Housing Finance Authority, Revenue Bonds

11/15/27

1.400

%

$

912,251

165,000

Connecticut Housing Finance Authority, Revenue Bonds

05/15/30

2.000

147,608

450,000

Connecticut Housing Finance Authority, Revenue Bonds

11/15/30

2.050

400,897

400,000

Connecticut Housing Finance Authority, Revenue Bonds

05/15/31

2.100

355,882

995,000

Connecticut Housing Finance Authority, Revenue Bonds

11/15/41

4.000

1,008,892

2,865,000

Connecticut Housing Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

05/15/42

4.250

2,933,189

2,090,000

Connecticut Housing Finance Authority, Revenue Bonds

11/15/45

3.500

2,097,819

3,800,000

Connecticut State Health & Educational Facilities Authority, Revenue Bonds1,2

07/01/35

0.375

3,563,726

9,000,000

Connecticut State Health & Educational Facilities Authority, Revenue Bonds1,2

07/01/37

0.250

8,587,999

2,945,000

Connecticut State Health & Educational Facilities Authority, Revenue Bonds1,2

07/01/42

2.000

2,782,914

10,000,000

Connecticut State Health & Educational Facilities Authority, Revenue Bonds1,2

07/01/49

1.100

9,385,368

3,705,000

Connecticut State Health & Educational Facilities Authority, Revenue Bonds1,2

07/01/49

1.800

3,655,473

395,000

State of Connecticut, General Obligation Bonds (SIFMA Municipal Swap Index

Yield + 0.900%)2

03/01/23

1.340

395,105

1,000,000

State of Connecticut, General Obligation Bonds (SIFMA Municipal Swap Index

Yield + 0.990%)2

03/01/25

1.430

1,013,904

1,345,000

State of Connecticut, General Obligation Bonds

03/01/26

5.000

1,405,268

Total Connecticut

44,942,562

 

District of Columbia (0.9%)

800,000

District of Columbia, Revenue Bonds2,5

05/02/22

0.320

800,000

5,800,000

District of Columbia, Revenue Bonds2,5

05/06/22

0.430

5,800,000

Total District of Columbia

6,600,000

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

6


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Florida (5.0%)

$

2,170,000

City of Jacksonville, Revenue Bonds4

10/01/24

5.000

%

$

2,269,854

5,250,000

City of Jacksonville, Revenue Bonds4

10/01/29

5.000

5,843,912

3,350,000

City of Jacksonville, Revenue Bonds4

10/01/30

5.000

3,760,949

2,600,000

City of Jacksonville, Revenue Bonds4

10/01/31

5.000

2,943,087

2,660,000

County of Broward Airport System Revenue,

Revenue Bonds

10/01/27

5.000

2,878,264

1,015,000

County of Hillsborough Solid Waste & Resource Recovery Revenue, Revenue Bonds

09/01/24

5.000

1,066,342

1,200,000

Florida Department of Children & Families, Certificates of Participation

10/01/22

5.000

1,216,675

865,000

Florida Housing Finance Corp., Revenue Bonds, FHLMC, FNMA, GNMA

07/01/49

4.000

879,260

3,670,000

Florida Housing Finance Corp., Revenue Bonds, FHLMC, FNMA, GNMA

01/01/50

4.250

3,757,108

3,565,000

Florida Housing Finance Corp., Revenue Bonds, FHLMC, FNMA, GNMA

07/01/50

4.000

3,630,760

1,250,000

Okaloosa County School Board, Certificates of Participation

10/01/27

5.000

1,388,507

1,400,000

Okaloosa County School Board, Certificates of Participation

10/01/28

5.000

1,573,559

1,750,000

State of Florida, General Obligation Bonds

06/01/26

5.000

1,923,171

3,875,000

State of Florida Lottery Revenue, Revenue

Bonds

07/01/27

5.000

4,249,016

Total Florida

37,380,464

 

Georgia (3.8%)

4,850,000

Development Authority of Burke County, Revenue Bonds1,2

10/01/32

2.250

4,821,911

5,000,000

Development Authority of Burke County, Revenue Bonds1,2

01/01/40

1.500

4,818,568

1,200,000

Development Authority of Burke County, Revenue Bonds1,2

11/01/45

3.000

1,206,653

2,565,000

Development Authority of Burke County, Revenue Bonds1,2

11/01/45

3.250

2,589,748

345,000

Georgia Municipal Electric Authority, Revenue Bonds

01/01/25

5.000

365,006

1,265,000

Georgia Municipal Electric Authority, Revenue Bonds

01/01/26

5.000

1,357,646

800,000

Georgia Municipal Electric Authority, Revenue Bonds

01/01/27

5.000

871,722

990,000

Georgia Municipal Electric Authority, Revenue Bonds

01/01/29

5.000

1,095,780

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

financial statements april 30, 2022

7


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Georgia (continued)

$

2,700,000

Georgia Municipal Electric Authority, Revenue Bonds

01/01/29

5.000

%

$

2,969,990

1,140,000

Georgia Municipal Electric Authority, Revenue Bonds

01/01/31

5.000

1,252,589

1,000,000

Georgia Municipal Electric Authority, Revenue Bonds

01/01/33

5.000

1,094,895

500,000

Georgia Municipal Electric Authority, Revenue Bonds

01/01/34

5.000

546,728

1,750,000

Monroe County Development Authority, Revenue Bonds

07/01/25

2.250

1,704,685

3,850,000

Monroe County Development Authority, Revenue Bonds1,2

01/01/39

1.500

3,710,297

Total Georgia

28,406,218

 

Hawaii (1.8%)

2,250,000

City & County of Honolulu, General Obligation Bonds4

11/01/23

5.000

2,323,257

3,750,000

City & County of Honolulu, General Obligation Bonds4

11/01/27

5.000

4,142,418

4,345,000

City & County of Honolulu, General Obligation Bonds4

11/01/28

5.000

4,861,510

2,000,000

City & County of Honolulu, General Obligation Bonds4

11/01/29

5.000

2,264,457

Total Hawaii

13,591,642

 

Illinois (3.1%)

3,130,000

Illinois Finance Authority, Revenue Bonds

07/15/32

3.000

2,916,826

1,285,000

Illinois Finance Authority, Revenue Bonds

08/15/32

5.000

1,440,812

2,000,000

Illinois Finance Authority, Revenue Bonds

08/15/34

5.000

2,228,812

2,470,000

Illinois Finance Authority, Revenue Bonds

08/15/36

4.000

2,519,226

2,585,000

Metropolitan Pier & Exposition Authority, Revenue Bonds

07/01/26

7.000

2,836,410

4,675,000

Railsplitter Tobacco Settlement Authority, Revenue Bonds

06/01/24

5.000

4,872,231

985,000

Railsplitter Tobacco Settlement Authority, Revenue Bonds

06/01/26

5.000

1,055,541

4,300,000

Railsplitter Tobacco Settlement Authority, Revenue Bonds

06/01/27

5.000

4,596,545

870,000

Railsplitter Tobacco Settlement Authority, Revenue Bonds

06/01/28

5.000

926,953

Total Illinois

23,393,356

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

8


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Indiana (1.8%)

$

1,665,000

Indiana Bond Bank, Revenue Bonds (3-Month USD-LIBOR + 0.970%)2

10/15/22

1.670

%

$

1,661,435

2,000,000

Indiana Finance Authority, Revenue Bonds1,2

12/01/58

2.250

1,991,487

1,580,000

Indiana Housing & Community Development Authority, Revenue Bonds, GNMA

07/01/22

5.000

1,588,717

1,565,000

Indiana Housing & Community Development Authority, Revenue Bonds, GNMA

01/01/23

5.000

1,594,403

3,415,000

Indiana Housing & Community Development Authority, Revenue Bonds

01/01/49

3.750

3,456,464

2,170,000

Indiana Housing & Community Development Authority, Revenue Bonds, GNMA

07/01/49

3.250

2,165,847

1,000,000

Lake Central Multi-District School Building Corp., Revenue Bonds

07/15/32

4.000

1,015,152

Total Indiana

13,473,505

 

Iowa (1.5%)

2,020,000

Iowa Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

07/01/30

1.800

1,802,852

335,000

Iowa Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

07/01/46

4.000

340,093

460,000

Iowa Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/49

3.500

461,697

3,570,000

Iowa Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/50

3.750

3,613,597

5,435,000

Iowa Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/52

3.000

5,312,191

Total Iowa

11,530,430

 

Kentucky (2.2%)

5,000,000

County of Trimble, Revenue Bonds

11/01/27

1.350

4,379,414

5,355,000

Kentucky Public Energy Authority, Revenue

Bonds1,2

12/01/49

4.000

5,431,213

6,500,000

Kentucky Public Energy Authority, Revenue Bonds (SOFR + 1.200%)2

08/01/52

1.388

6,352,019

Total Kentucky

16,162,646

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

financial statements april 30, 2022

9


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Maryland (2.8%)

$

10,000,000

State of Maryland, General Obligation Bonds4

08/01/27

3.000

%

$

10,201,509

1,000,000

State of Maryland Department of Transportation, Revenue Bonds4

12/01/23

5.000

1,027,074

2,000,000

State of Maryland Department of Transportation, Revenue Bonds4

12/01/26

5.000

2,164,961

2,250,000

State of Maryland Department of Transportation, Revenue Bonds4

12/01/27

5.000

2,463,399

2,250,000

State of Maryland Department of Transportation, Revenue Bonds4

12/01/28

5.000

2,489,373

2,125,000

State of Maryland Department of Transportation, Revenue Bonds4

12/01/29

5.000

2,373,744

Total Maryland

20,720,060

 

Massachusetts (2.4%)

1,805,000

Commonwealth of Massachusetts, Revenue Bonds, AGM1,2

06/01/22

11.416

1,809,507

5,000,000

Massachusetts Clean Water Trust, Revenue Bonds (U.S. Consumer Price Index + 0.990%)2

08/01/23

7.791

5,101,176

4,000,000

Massachusetts Development Finance Agency, Revenue Bonds2,5

05/02/22

0.300

4,000,000

6,250,000

Massachusetts Development Finance Agency, Revenue Bonds (SIFMA Municipal Swap Index Yield + 0.600%)2,6

07/01/49

1.040

6,239,616

370,000

Massachusetts Housing Finance Agency, Revenue Bonds

06/01/34

3.300

349,844

485,000

Massachusetts Housing Finance Agency, Revenue Bonds

12/01/36

3.450

460,216

Total Massachusetts

17,960,359

 

Michigan (2.7%)

90,000

Detroit City School District, General Obligation Bonds, BHAC, FGIC

05/01/25

5.250

93,549

325,000

Detroit City School District, General Obligation Bonds, AGM

05/01/27

5.250

362,260

5,350,000

Detroit City School District, General Obligation Bonds, AGM

05/01/29

6.000

6,022,496

1,550,000

Detroit City School District, General Obligation Bonds, AGM

05/01/30

5.250

1,800,379

3,940,000

Detroit City School District, General Obligation Bonds, AGM

05/01/32

5.250

4,645,564

1,195,000

Michigan Finance Authority, Revenue Bonds

05/01/28

5.000

1,306,422

1,235,000

Pontiac School District, General Obligation

Bonds

05/01/26

5.000

1,353,105

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

10


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Michigan (continued)

$

1,355,000

Pontiac School District, General Obligation

Bonds

05/01/27

5.000

%

$

1,511,383

1,480,000

Pontiac School District, General Obligation

Bonds

05/01/28

5.000

1,675,364

1,240,000

Pontiac School District, General Obligation

Bonds

05/01/31

5.000

1,433,626

Total Michigan

20,204,148

 

Minnesota (5.9%)

1,400,000

Becker Independent School District No 726, General Obligation Bonds3

02/01/32

0.000

1,000,558

3,420,000

Becker Independent School District No 726, General Obligation Bonds3

02/01/34

0.000

2,248,817

2,770,000

Becker Independent School District No 726, General Obligation Bonds3

02/01/35

0.000

1,742,206

2,000,000

Becker Independent School District No 726, General Obligation Bonds3

02/01/36

0.000

1,205,370

5,000,000

City of Minneapolis/St Paul Housing & Redevelopment Authority, Revenue Bonds2,5

05/06/22

0.450

5,000,000

1,300,000

Duluth Independent School District No 709, General Obligation Bonds3

02/01/31

0.000

915,676

1,050,000

Duluth Independent School District No 709, General Obligation Bonds3

02/01/32

0.000

708,013

1,035,000

Duluth Independent School District No 709, General Obligation Bonds3

02/01/33

0.000

665,639

1,005,000

Lakeville Independent School District No 194, General Obligation Bonds

02/01/24

5.000

1,049,352

765,000

Minnesota Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/28

1.750

709,850

1,465,000

Minnesota Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

07/01/28

1.300

1,311,542

797,533

Minnesota Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

03/01/47

2.930

783,352

633,828

Minnesota Housing Finance Agency, Revenue Bonds, FHA, FHLMC, FNMA, GNMA

01/01/49

3.600

631,357

1,815,639

Minnesota Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

03/01/49

3.450

1,802,916

718,619

Minnesota Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

06/01/49

3.150

709,117

3,988,162

Minnesota Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/50

2.470

3,879,239

1,000,000

Minnesota Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/50

3.750

1,011,682

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

financial statements april 30, 2022

11


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Minnesota (continued)

$

1,970,000

Minnesota Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/51

3.000

%

$

1,946,620

1,955,000

Minnesota Housing Finance Agency, Revenue Bonds

01/01/31

2.200

1,723,382

1,000,000

Sartell-St Stephen Independent School District No 748, General Obligation Bonds3

02/01/33

0.000

680,282

6,655,000

Shakopee Independent School District No 720, General Obligation Bonds3

02/01/28

0.000

5,578,025

5,155,000

Shakopee Independent School District No 720, General Obligation Bonds3

02/01/29

0.000

4,165,216

2,250,000

St Paul Independent School District No 625, Certificates of Participation

02/01/32

2.000

1,922,774

1,780,000

Winona Independent School District No 861, General Obligation Bonds

02/01/24

4.000

1,833,269

1,000,000

Winona Independent School District No 861, General Obligation Bonds

02/01/25

4.000

1,039,225

Total Minnesota

44,263,479

 

Mississippi (0.1%)

1,000,000

Mississippi Business Finance Corp., Revenue Bonds1,2

03/01/27

2.200

978,016

Total Mississippi

978,016

Montana (0.7%)

1,050,000

Montana Board of Housing, Revenue Bonds

12/01/43

4.000

1,067,014

2,300,000

Montana Board of Housing, Revenue Bonds

12/01/51

3.000

2,261,400

2,000,000

Montana Board of Housing, Revenue Bonds

06/01/52

3.000

1,960,976

Total Montana

5,289,390

Nebraska (3.5%)

2,515,000

Central Plains Energy Project, Revenue Bonds

09/01/27

5.000

2,539,708

11,000,000

Central Plains Energy Project, Revenue Bonds

09/01/37

5.250

11,116,993

6,635,000

Central Plains Energy Project, Revenue Bonds1,2

03/01/50

5.000

6,808,456

1,710,000

Nebraska Investment Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

03/01/29

1.950

1,580,738

1,710,000

Nebraska Investment Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

03/01/33

1.950

1,460,128

2,480,000

Nebraska Investment Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

09/01/49

4.000

2,514,303

Total Nebraska

26,020,326

Nevada (0.2%)

1,250,000

County of Clark, Revenue Bonds1,2

01/01/36

1.650

1,244,734

Total Nevada

1,244,734

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

12


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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

%

$

996,212

Total New Hampshire

996,212

 

New Jersey (6.3%)

2,835,000

Eastern Camden County Regional School District Board of Education, General Obligation Bonds

08/15/24

1.000

2,691,051

1,420,000

Holmdel Township School District, General Obligation Bonds

02/01/27

3.250

1,455,670

1,705,000

Mount Laurel Township Board of Education, General Obligation Bonds

09/01/24

2.500

1,702,658

3,830,000

New Jersey Economic Development Authority, Revenue Bonds (SIFMA Municipal Swap Index Yield + 1.550%)2

09/01/27

1.990

3,859,802

5,100,000

New Jersey Economic Development Authority, Revenue Bonds (SIFMA Municipal Swap Index Yield + 1.600%)2

03/01/28

2.040

5,140,992

2,200,000

New Jersey Economic Development Authority, Revenue Bonds1,2

11/01/34

1.200

2,171,098

8,500,000

New Jersey Health Care Facilities Financing Authority, Revenue Bonds2,5

05/02/22

0.300

8,500,000

3,525,000

New Jersey Transportation Trust Fund Authority, Revenue Bonds3

12/15/26

0.000

2,986,257

1,380,000

New Jersey Transportation Trust Fund Authority, Revenue Bonds3

12/15/28

0.000

1,072,977

7,000,000

New Jersey Transportation Trust Fund Authority, Revenue Bonds

06/15/30

5.000

7,679,026

4,405,000

New Jersey Transportation Trust Fund Authority, Revenue Bonds3

12/15/30

0.000

3,129,532

6,000,000

New Jersey Transportation Trust Fund Authority, Revenue Bonds3

12/15/31

0.000

4,059,784

1,375,000

Rumson Boro School District, General Obligation Bonds

07/15/33

2.000

1,119,369

1,750,000

Township of Ewing, General Obligation Bonds

08/01/29

2.000

1,563,188

Total New Jersey

47,131,404

 

New Mexico (0.6%)

1,280,000

New Mexico Mortgage Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/49

4.000

1,302,676

2,795,000

New Mexico Mortgage Finance Authority, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/51

3.500

2,808,656

Total New Mexico

4,111,332

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

financial statements april 30, 2022

13


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

New York (2.5%)

$

2,000,000

Metropolitan Transportation Authority, Revenue Bonds (1-Month USD-LIBOR + 0.550%)2

11/01/30

0.855

%

$

1,996,006

5,460,000

Metropolitan Transportation Authority, Revenue Bonds (SOFR + 0.330%)2

11/01/35

0.518

5,417,582

5,655,000

Port Authority of New York & New Jersey, Revenue Bonds

10/01/31

2.000

4,749,170

3,279,804

Triborough Bridge & Tunnel Authority, Revenue Bonds (SOFR + 0.380%)2

01/01/32

0.568

3,272,744

4,755,000

Triborough Bridge & Tunnel Authority, Revenue Bonds3

05/15/33

0.000

3,163,927

Total New York

18,599,429

 

North Carolina (1.9%)

565,000

North Carolina Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/23

2.750

566,210

570,000

North Carolina Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

07/01/23

2.800

569,548

1,580,000

North Carolina Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

01/01/28

1.100

1,420,897

4,150,000

North Carolina Housing Finance Agency, Revenue Bonds, FNMA, GNMA

01/01/50

4.000

4,228,079

2,375,000

North Carolina Housing Finance Agency, Revenue Bonds

07/01/50

4.000

2,423,340

5,000,000

University of North Carolina at Chapel Hill, Revenue Bonds2,5

05/02/22

0.350

5,000,000

Total North Carolina

14,208,074

 

North Dakota (1.5%)

1,000,000

North Dakota Housing Finance Agency, Revenue Bonds

01/01/29

1.650

900,255

1,985,000

North Dakota Housing Finance Agency, Revenue Bonds

07/01/32

2.800

1,871,966

1,145,000

North Dakota Housing Finance Agency, Revenue Bonds

01/01/49

4.250

1,172,052

3,835,000

North Dakota Housing Finance Agency, Revenue Bonds

07/01/49

4.250

3,930,571

3,500,000

North Dakota Housing Finance Agency, Revenue Bonds

01/01/53

4.000

3,586,589

Total North Dakota

11,461,433

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

14


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Ohio (1.8%)

$

1,090,000

Miami University of Oxford, Revenue Bonds4

09/01/29

5.000

%

$

1,236,210

700,000

Miami University of Oxford, Revenue Bonds4

09/01/31

5.000

811,822

1,470,000

Miami University of Oxford, Revenue Bonds4

09/01/32

5.000

1,698,486

2,000,000

Ohio Turnpike & Infrastructure Commission, Revenue Bonds4

02/15/29

5.000

2,216,707

2,000,000

Ohio Turnpike & Infrastructure Commission, Revenue Bonds4

02/15/30

5.000

2,240,097

2,550,000

Ohio Turnpike & Infrastructure Commission, Revenue Bonds4

02/15/31

5.000

2,881,049

2,000,000

Ohio Turnpike & Infrastructure Commission, Revenue Bonds4

02/15/32

5.000

2,272,596

Total Ohio

13,356,967

 

Oklahoma (0.9%)

3,675,000

Oklahoma Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

09/01/49

4.000

3,747,133

2,900,000

Oklahoma Housing Finance Agency, Revenue Bonds, FHLMC, FNMA, GNMA

09/01/50

3.250

2,884,992

Total Oklahoma

6,632,125

 

Oregon (5.0%)

7,600,000

Clackamas & Washington Counties School District No 3, General Obligation Bonds3

06/15/35

0.000

4,585,953

1,020,000

Clackamas County School District No 115, General Obligation Bonds3

06/15/27

0.000

879,571

1,670,000

Lane County School District No 1 Pleasant Hill, General Obligation Bonds3

06/15/27

0.000

1,443,718

1,445,000

Multnomah & Clackamas Counties School District No 10JT Gresham-Barlow, General Obligation Bonds3

06/15/32

0.000

1,034,410

4,200,000

Oregon State Business Development Commission, Revenue Bonds1,2

12/01/40

2.400

4,189,114

3,905,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/25

0.000

3,570,493

1,500,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/26

0.000

1,332,460

4,335,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/26

0.000

3,836,775

5,000,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/27

0.000

4,292,101

1,500,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/28

0.000

1,235,738

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

financial statements april 30, 2022

15


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Oregon (continued)

$

2,745,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/28

0.000

%

$

2,272,321

1,045,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/31

0.000

769,897

1,000,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/33

0.000

678,598

1,045,000

Salem-Keizer School District No 24J, General Obligation Bonds3

06/15/35

0.000

651,194

5,000,000

Umatilla County School District No 8R Hermiston, General Obligation Bonds3

06/15/32

0.000

3,552,141

2,225,000

Washington & Multnomah Counties School District No 48J Beaverton, General Obligation Bonds3

06/15/33

0.000

1,474,482

1,500,000

Washington Clackamas & Yamhill Counties School District No 88J, General Obligation Bonds3

06/15/31

0.000

1,092,382

1,055,000

Washington Clackamas & Yamhill Counties School District No 88J, General Obligation Bonds3

06/15/33

0.000

705,480

Total Oregon

37,596,828

Other Territory (0.3%)

2,735,000

FHLMC Multifamily VRD Certificates, Revenue Bonds

05/15/27

2.304

2,579,467

Total Other Territory

2,579,467

Pennsylvania (4.6%)

85,000

Allegheny County Airport Authority, Revenue Bonds, FGIC

01/01/23

5.000

86,692

6,000,000

Bethlehem Area School District Authority, Revenue Bonds (SOFR + 0.350%)2

07/01/31

0.538

5,938,782

1,000,000

New Kensington-Arnold School District, General Obligation Bonds, BAM

05/15/28

2.500

961,227

1,225,000

North Penn Water Authority, Revenue Bonds (SIFMA Municipal Swap Index Yield + 0.560%)2

11/01/24

1.000

1,226,269

710,000

Pennsbury School District, General Obligation Bonds4

08/01/27

4.000

746,423

1,070,000

Pennsbury School District, General Obligation Bonds4

08/01/30

4.000

1,134,875

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

16


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Pennsylvania (continued)

$

10,700,000

Pennsylvania Economic Development Financing Authority, Revenue Bonds1,2

08/01/37

0.580

%

$

10,075,270

1,000,000

School District of Philadelphia, General Obligation Bonds

09/01/23

5.000

1,034,680

1,760,000

School District of Philadelphia, General Obligation Bonds

09/01/26

5.000

1,910,790

1,610,000

School District of Philadelphia, General Obligation Bonds

09/01/28

5.000

1,790,883

2,210,000

State Public School Building Authority, Revenue Bonds, AGM

06/01/32

5.000

2,402,340

6,255,000

State Public School Building Authority, Revenue Bonds, AGM

06/01/33

5.000

6,793,798

Total Pennsylvania

34,102,029

 

South Carolina (1.1%)

890,000

South Carolina State Housing Finance & Development Authority, Revenue Bonds

07/01/34

2.650

813,887

7,500,000

South Carolina State Housing Finance & Development Authority, Revenue Bonds

01/01/52

4.000

7,685,453

Total South Carolina

8,499,340

South Dakota (1.8%)

1,500,000

South Dakota Housing Development Authority, Revenue Bonds, FHLMC, FNMA, GNMA

11/01/32

3.400

1,489,523

310,000

South Dakota Housing Development Authority, Revenue Bonds

11/01/44

4.000

313,349

1,995,000

South Dakota Housing Development Authority, Revenue Bonds

11/01/46

3.500

2,006,747

2,155,000

South Dakota Housing Development Authority, Revenue Bonds

11/01/48

4.500

2,223,552

2,525,000

South Dakota Housing Development Authority, Revenue Bonds

11/01/49

4.000

2,576,774

4,790,000

South Dakota Housing Development Authority, Revenue Bonds

11/01/50

3.750

4,850,780

Total South Dakota

13,460,725

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

financial statements april 30, 2022

17


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Tennessee (1.3%)

$

4,000,000

New Memphis Arena Public Building Authority, Revenue Bonds

04/01/29

0.000

%

$

3,643,422

1,750,000

New Memphis Arena Public Building Authority, Revenue Bonds3

04/01/33

0.000

1,167,624

3,000,000

New Memphis Arena Public Building Authority, Revenue Bonds3

04/01/35

0.000

1,830,084

1,000,000

Tennessee Energy Acquisition Corp., Revenue Bonds

11/01/28

5.000

1,086,273

2,085,000

Tennessee Housing Development Agency, Revenue Bonds

01/01/47

3.500

2,092,646

Total Tennessee

9,820,049

Texas (18.8%)

1,395,000

City of Austin Airport System Revenue, Revenue Bonds4

11/15/31

5.000

1,553,071

1,120,000

City of Houston Airport System Revenue, Revenue Bonds

07/01/24

5.000

1,167,968

1,170,000

City of Houston Airport System Revenue, Revenue Bonds

07/01/25

5.000

1,236,187

500,000

City of San Antonio Electric & Gas Systems Revenue, Revenue Bonds1,2

02/01/48

2.750

502,370

8,000,000

City of San Antonio Electric & Gas Systems Revenue, Revenue Bonds1,2

02/01/49

2.000

7,496,138

1,130,000

Crandall Independent School District, General Obligation Bonds3

08/15/24

0.000

1,042,878

420,000

Crandall Independent School District, General Obligation Bonds3

08/15/25

0.000

372,952

450,000

Crandall Independent School District, General Obligation Bonds3

08/15/26

0.000

384,522

140,000

Crandall Independent School District, General Obligation Bonds3

08/15/27

0.000

114,916

4,330,000

Fort Bend Independent School District, General Obligation Bonds1,2

08/01/51

0.720

3,928,777

1,750,000

Goose Creek Consolidated Independent School District, General Obligation Bonds1,2

02/15/35

0.600

1,588,287

1,000,000

Hays Consolidated Independent School District, General Obligation Bonds

02/15/27

5.000

1,109,421

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

18


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Texas (continued)

$

6,000,000

Houston Independent School District, General Obligation Bonds1,2

06/01/36

3.000

%

$

6,056,401

8,000,000

Katy Independent School District, General Obligation Bonds1,2

08/15/50

1.500

7,808,259

3,455,000

Leander Independent School District, General Obligation Bonds3

08/15/29

0.000

2,607,887

3,380,000

Little Elm Independent School District, General Obligation Bonds1,2

08/15/48

0.680

3,161,645

1,025,000

Love Field Airport Modernization Corp., Revenue Bonds

11/01/25

5.000

1,088,332

3,400,000

Love Field Airport Modernization Corp., Revenue Bonds

11/01/25

5.000

3,610,076

1,380,000

Lower Colorado River Authority, Revenue Bonds, AGM

05/15/27

5.000

1,527,123

2,280,000

Lower Colorado River Authority, Revenue Bonds, AGM

05/15/28

5.000

2,559,458

6,250,000

Medina Valley Independent School District, General Obligation Bonds1,2

02/15/51

0.820

5,696,133

7,800,000

Northside Independent School District, General Obligation Bonds1,2

06/01/50

0.700

7,302,049

5,000,000

Northside Independent School District, General Obligation Bonds1,2

06/01/52

2.000

4,800,327

2,000,000

Permanent University Fund - University of Texas System, Revenue Bonds2,5

05/06/22

0.400

2,000,000

4,580,000

San Antonio Water System, Revenue Bonds1,2

05/01/49

2.625

4,579,906

1,000,000

State of Texas, General Obligation Bonds

08/01/26

5.000

1,093,516

3,609,152

Texas Department of Housing & Community Affairs, Revenue Bonds, FNMA

03/01/35

3.400

3,431,293

1,075,000

Texas Department of Housing & Community Affairs, Revenue Bonds, GNMA

09/01/35

2.150

901,743

2,175,000

Texas Department of Housing & Community Affairs, Revenue Bonds, GNMA

07/01/37

2.150

1,826,998

10,731,962

Texas Department of Housing & Community Affairs, Revenue Bonds, FHLMC, FNMA, GNMA

09/01/47

2.835

10,444,264

1,140,000

Texas Department of Housing & Community Affairs, Revenue Bonds, GNMA

03/01/50

4.000

1,164,940

10,360,000

Texas Municipal Gas Acquisition & Supply Corp. I, Revenue Bonds (3-Month USD-LIBOR + 0.700%)2

12/15/26

1.253

10,257,654

8,590,000

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

12/15/26

6.250

9,199,500

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

financial statements april 30, 2022

19


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Texas (continued)

$

3,765,000

Texas Municipal Gas Acquisition & Supply Corp. II, Revenue Bonds (SIFMA Municipal Swap Index Yield + 0.550%)2

09/15/27

0.990

%

$

3,721,522

12,255,000

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

09/15/27

1.235

12,025,907

11,920,000

Texas Municipal Gas Acquisition & Supply Corp. II, Revenue Bonds (3-Month USD-LIBOR + 0.870%)2

09/15/27

1.423

11,783,908

1,000,000

Wylie Independent School District, General Obligation Bonds3

08/15/24

0.000

943,844

1,000,000

Wylie Independent School District, General Obligation Bonds3

08/15/25

0.000

915,973

Total Texas

14,006,145

 

Virginia (2.3%)

2,750,000

Amelia County Industrial Development Authority, Revenue Bonds

04/01/27

1.450

2,469,816

1,755,000

City of Virginia Beach, General Obligation Bonds

04/01/25

5.000

1,881,861

2,300,000

Virginia Housing Development Authority, Revenue Bonds

01/01/23

2.740

2,307,189

1,445,000

Virginia Housing Development Authority, Revenue Bonds, FHLMC, FNMA, GNMA

12/01/31

1.900

1,268,800

1,305,000

Virginia Public School Authority, Revenue Bonds

08/01/26

5.000

1,433,644

8,700,000

Wise County Industrial Development Authority, Revenue Bonds1,2

10/01/40

0.750

8,056,880

Total Virginia

17,418,190

 

Washington (1.0%)

425,000

Port of Seattle, Revenue Bonds

06/01/27

3.750

%

429,422

1,150,000

State of Washington, General Obligation Bonds

08/01/26

5.000

1,262,392

1,345,000

State of Washington, General Obligation Bonds, NPFG3

06/01/30

0.000

1,042,438

70,000

Washington State Housing Finance Commission, Revenue Bonds

06/01/44

3.500

70,518

975,000

Washington State Housing Finance Commission, Revenue Bonds, FHLMC, FNMA, GNMA

12/01/47

4.000

986,443

4,000,000

Washington State Housing Finance Commission, Revenue Bonds (SIFMA Municipal Swap Index Yield + 0.550%)2

12/01/48

0.990

4,006,036

Total Washington

7,797,249

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

20


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

MUNICIPAL BONDS (continued)

Wisconsin (1.1%)

$

300,000

County of Milwaukee Airport Revenue, Revenue Bonds

12/01/28

5.250

%

$

310,095

7,000,000

State of Wisconsin, General Obligation Bonds4

05/01/27

5.000

7,547,265

Total Wisconsin

7,857,360

 

Wyoming (0.5%)

2,365,000

Wyoming Community Development Authority, Revenue Bonds

12/01/48

4.000

2,408,734

1,380,000

Wyoming Community Development Authority, Revenue Bonds, FHLMC, FNMA, GNMA

06/01/50

3.000

1,364,488

Total Wyoming

3,773,222

Total Municipal Bonds

(Cost $857,572,898)

820,193,847

 

SHORT-TERM MUNICIPAL BONDS (0.8%)

Missouri (0.1%)

1,000,000

Cape Girardeau County Industrial Development Authority, Revenue Bonds

06/01/22

5.000

1,003,515

Total Missouri

1,003,515

 

New Jersey (0.7%)

5,000,000

County of Union, General Obligation Bonds

06/17/22

1.000

5,005,102

Total New Jersey

5,005,102

 

Pennsylvania (0.0%)

315,000

Pennsbury School District, General Obligation Bonds4

08/01/22

4.000

316,952

Total Pennsylvania

316,952

Total Short-term Municipal Bonds

(Cost $6,326,155)

6,325,569

TOTAL INVESTMENTS (Cost $863,899,053)7

110.4

%

$

826,519,416

LIABILITIES IN EXCESS OF OTHER ASSETS

(10.4)

%

(77,822,572)

NET ASSETS

100.00

%

$

748,696,844

_______________________

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.

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

financial statements april 30, 2022

21


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

2

Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the April 30, 2022 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 April 30, 2022.

6

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 April 30, 2022 was $6,239,616 or 0.8% of net assets.

7

The aggregate cost for federal income tax purposes is $863,899,053, the aggregate gross unrealized appreciation is $1,759,156 and the aggregate gross unrealized depreciation is $39,138,793, resulting in net unrealized depreciation of $(37,379,637).

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.

22


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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.

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

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

financial statements april 30, 2022

23


BBH INTERMEDIATE MUNICIPAL BOND FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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 April 30, 2022.

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

April 30, 2022

Municipal Bonds*

$

$

820,193,847

$

$

820,193,847

Short-term Municipal Bonds

6,325,569

6,325,569

Total Investment, at value

$

$

826,519,416

$

$

826,519,416

_______________________

*

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

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

24


BBH INTERMEDIATE MUNICIPAL BOND FUND


STATEMENT OF ASSETS AND LIABILITIES

April 30, 2022 (unaudited)

ASSETS:

Investments in securities, at value (Cost $863,899,053)

$

826,519,416

Cash

32,965

Receivables for:

Investments sold

17,283,350

Interest

4,748,843

Shares sold

1,124,865

Investment advisory and administrative fee waiver reimbursement

3,722

Prepaid assets

135

Total Assets

849,713,296

LIABILITIES:

Payables for:

Investments purchased

99,326,854

Shares redeemed

1,216,415

Investment advisory and administrative fees

251,619

Custody and fund accounting fees

88,757

Periodic distributions

59,346

Professional fees

38,338

Shareholder servicing fees

11,118

Transfer agent fees

5,633

Board of Trustees' fees

1,732

Accrued expenses and other liabilities

16,640

Total Liabilities

101,016,452

NET ASSETS

$

748,696,844

Net Assets Consist of:

Paid-in capital

$

785,690,756

Accumulated deficit.

(36,993,912)

Net Assets

$

748,696,844

NET ASSET VALUE AND OFFERING PRICE PER SHARE

CLASS N SHARES

($66,408,372 ÷ 6,577,763 shares outstanding)

$10.10

CLASS I SHARES

($682,288,471 ÷ 67,635,245 shares outstanding)

$10.09

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

financial statements april 30, 2022

25


BBH INTERMEDIATE MUNICIPAL BOND FUND


STATEMENT OF OPERATIONS

For the six months ended April 30, 2022 (unaudited)

NET INVESTMENT INCOME:

Income:

Interest income

7,530,055

Total Income

7,530,055

Expenses:

Investment advisory and administrative fees

1,667,735

Custody and fund accounting fees

76,230

Shareholder servicing fees

75,176

Professional fees

39,016

Board of Trustees' fees

30,072

Transfer agent fees

19,433

Miscellaneous expenses

74,449

Total Expenses

1,982,111

Investment advisory and administrative fee waiver

(16,745

)

Net Expenses

1,965,366

Net Investment Income

5,564,689

NET REALIZED AND UNREALIZED LOSS:

Net realized gain on investments in securities

371,215

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

(64,321,235

)

Net Realized and Unrealized Loss

(63,950,020

)

Net Decrease in Net Assets Resulting from Operations

$

(58,385,331

)

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

26


BBH INTERMEDIATE MUNICIPAL BOND FUND


STATEMENTS OF CHANGES IN NET ASSETS

For the six

months ended

April 30, 2022

(unaudited)

For the year ended

October 31, 2021

INCREASE/(DECREASE) IN NET ASSETS:

Operations:

Net investment income

$

5,564,689

$

11,519,424

Net realized gain on investments in securities

371,215

621,594

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

(64,321,235

)

(3,779,387

)

Net increase/(decrease) in net assets resulting from operations

(58,385,331

)

8,361,631

Dividends and distributions declared:

Class N

(490,078

)

(1,254,792

)

Class I

(5,693,647

)

(11,067,676

)

Total dividends and distributions declared

(6,183,725

)

(12,322,468

)

Share transactions:

Proceeds from sales of shares*

93,157,261

278,506,756

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

2,471,328

5,195,409

Proceeds from short-term redemption fees

3,479

4,901

Cost of shares redeemed*

(152,546,407

)

(157,456,767

)

Net increase/(decrease) in net assets resulting from share transactions

(56,914,339

)

126,250,299

Total increase/(decrease) in net assets

(121,483,395

)

122,289,462

NET ASSETS:

Beginning of period

870,180,239

747,890,777

End of period

$

748,696,844

$

870,180,239

_______________________

*

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

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

financial statements april 30, 2022

27


BBH INTERMEDIATE MUNICIPAL BOND FUND


FINANCIAL HIGHLIGHTS

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

For the six

months ended

April 30, 2022

(unaudited)

For the years ended October 31,

2021

2020

2019

2018

2017

Net asset value, beginning of period

$

10.93

$

10.96

$

10.76

$

10.15

$

10.48

$

10.56

Income from investment operations:

Net investment income1

0.06

0.13

0.17

0.21

0.21

0.22

Net realized and unrealized gain (loss)

(0.82

)

(0.02

)

0.25

0.62

(0.23

)

0.11

Total income (loss) from investment operations

(0.76

)

0.11

0.42

0.83

(0.02

)

0.33

Less dividends and distributions:

From net investment income

(0.06

)

(0.13

)

(0.17

)

(0.21

)

(0.21

)

(0.26

)

From net realized gains

(0.01

)

(0.01

)

(0.05

)

(0.01

)

(0.10

)

(0.15

)

Total dividends and distributions

(0.07

)

(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

0.00

2

Net asset value, end of period

$

10.10

$

10.93

$

10.96

$

10.76

$

10.15

$

10.48

Total return3

(6.99

)%4

1.01

%

4.00

%

8.21

%

(0.26

)%

3.20

%

Ratios/Supplemental data:

Net assets, end of period (in millions)

$66

$82

$92

$54

$34

$16

Ratio of expenses to average net assets before reductions

0.69

%5

0.69

%

0.71

%

0.77

%

0.91

%

1.05

%

Fee waiver

(0.04

)%5,6

(0.04

)%6

(0.06

)%6

(0.12

)%6

(0.26

)%6

(0.40

)%6

Expense offset arrangement

%

%

(0.00

)%7

(0.00

)%7

(0.00

)%7

(0.00

)%7

Ratio of expenses to average net assets after reductions

0.65

%5

0.65

%

0.65

%

0.65

%

0.65

%

0.65

%

Ratio of net investment income to average net assets

1.15

%5

1.18

%

1.58

%

2.01

%

2.07

%

2.16

%

Portfolio turnover rate

75

%4

45

%

32

%

104

%

146

%

125

%

Portfolio turnover rate8

40

%4

23

%

19

%

32

%

52

%

64

%

____________

1

Calculated using average shares outstanding for the period.

2

Less than $0.01.

3

Assumes reinvestment of distributions.

4

Not annualized.

5

Annualized.

6

The ratio of expenses to average net assets for the six months ended April 30, 2022, 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, 2023, unless it is renewed by all parties to the agreement. For the six months ended April 30, 2022 and the years ended October 31, 2021, 2020, 2019, 2018 and 2017, the waived fees were $16,745, $35,002, $41,531, $55,422, $63,024 and $78,871, respectively.

7

Less than 0.01%.

8

The portfolio turnover rate excludes variable rate demand notes.

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

28


BBH INTERMEDIATE MUNICIPAL BOND FUND


FINANCIAL HIGHLIGHTS (continued)

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

For the six

months ended

April 30, 2022

(unaudited)

For the years ended October 31,

2021

2020

2019

2018

2017

Net asset value, beginning of period

$

10.92

$

10.95

$

10.75

$

10.14

$

10.47

$

10.55

Income from investment operations:

Net investment income1

0.07

0.15

0.19

0.23

0.23

0.25

Net realized and unrealized gain (loss)

(0.82

)

(0.02

)

0.25

0.61

(0.24

)

0.09

Total income (loss) from investment operations

(0.75

)

0.13

0.44

0.84

(0.01

)

0.34

Less dividends and distributions:

From net investment income

(0.07

)

(0.15

)

(0.19

)

(0.22

)

(0.22

)

(0.27

)

From net realized gains

(0.01

)

(0.01

)

(0.05

)

(0.01

)

(0.10

)

(0.15

)

Total dividends and distributions

(0.08

)

(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

0.00

2

Net asset value, end of period

$

10.09

$

10.92

$

10.95

$

10.75

$

10.14

$

10.47

Total return3

(6.91

)%4

1.21

%

4.18

%

8.38

%

(0.12

)%

3.36

%

Ratios/Supplemental data:

Net assets, end of period (in millions)

$682

$788

$656

$334

$129

$71

Ratio of expenses to average net assets before reductions

0.45

%5

0.45

%

0.47

%

0.50

%

0.62

%

0.69

%

Fee waiver

%6

%6

(0.00

)%6,7

(0.00

)%6,7

(0.12

)%6

(0.19

)%6

Expense offset arrangement

%

%

(0.00

)% 7

(0.00

)%7

(0.00

)%7

(0.00

)%7

Ratio of expenses to average net assets after reductions

0.45

%5

0.45

%

0.47

%

0.50

%

0.50

%

0.50

%

Ratio of net investment income to average net assets

1.35

%5

1.38

%

1.75

%

2.17

%

2.23

%

2.46

%

Portfolio turnover rate

75

%4

45

%

32

%

104

%

146

%

125

%

Portfolio turnover rate8

40

%4

23

%

19

%

32

%

52

%

64

%

____________

1

Calculated using average shares outstanding for the period.

2

Less than $0.01.

3

Assumes reinvestment of distributions.

4

Not annualized.

5

Annualized.

6

The ratio of expenses to average net assets for the six months ended April 30, 2022, 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, 2023, unless it is renewed by all parties to the agreement. For the six months ended April 30, 2022 and the years ended October 31, 2021, 2020, 2019, 2018 and 2017, the waived fees were $—, $—, $—, $6,608, $111,441 and $123,485, respectively.

7

Less than 0.01%.

8

The portfolio turnover rate excludes variable rate demand notes.

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

financial statements april 30, 2022

29


BBH INTERMEDIATE MUNICIPAL BOND FUND


NOTES TO FINANCIAL STATEMENTS

April 30, 2022 (unaudited)

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 April 30, 2022, there were eight 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.

30


BBH INTERMEDIATE MUNICIPAL BOND FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended April 30, 2022, 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 $490,078 and $5,693,647 to Class N and Class I shareholders, respectively, during the six months ended April 30, 2022. In addition, the Fund designated a portion of the payment made to redeeming shareholders as a distribution for income tax purpose.

financial statements april 30, 2022

31


BBH INTERMEDIATE MUNICIPAL BOND FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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.

32


BBH INTERMEDIATE MUNICIPAL BOND FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended April 30, 2022, the Fund incurred $1,667,735 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, 2023, 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 six months ended April 30, 2022, the Investment Adviser waived fees in the amount of $16,745 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 six months ended April 30, 2022, Class N shares of the Fund incurred $75,176 in shareholder servicing fees.

D.Custody and Fund Accounting Fees. BBH acts as a custodian and fund accountant and receives custody and fund accounting fees from the Fund calculated daily and incurred monthly. BBH holds all of the Fund’s cash and investments and calculates the Fund’s daily net asset value. The custody fee is an asset and transaction-based fee. The fund accounting fee is an asset-based fee calculated at 0.004% of the Fund’s net asset value. For the six months ended April 30, 2022, the Fund incurred $76,230 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 six months ended April 30, 2022 was $274. 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 six months ended April 30, 2022 was $918. This amount is included under line item “Custody and fund accounting fees” in the Statement of Operations.

financial statements april 30, 2022

33


BBH INTERMEDIATE MUNICIPAL BOND FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended April 30, 2022, the Fund incurred $30,072 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 six months ended April 30, 2022, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, was $689,628,841 and $760,406,693, 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 six months ended

April 30, 2022

(unaudited)

For the year ended

October 31, 2021

Shares

Dollars

Shares

Dollars

Class N

Shares sold

479,997

$

5,134,044

3,040,169

$

33,549,002

Shares issued in connection with reinvestments of dividends

46,178

490,964

113,559

1,252,118

Proceeds from short-term redemption fees

N/A

41

N/A

511

Shares redeemed

(1,430,554

)

(15,253,217

)

(4,036,559

)

(44,522,443

)

Net decrease

(904,379

)

$

(9,628,168

)

(882,831

)

$

(9,720,812

)

Class I

Shares sold

8,259,574

$

88,023,217

22,224,702

$

244,957,754

Shares issued in connection with reinvestments of dividends

186,352

1,980,364

358,044

3,943,291

Proceeds from short-term redemption fees

N/A

3,438

N/A

4,390

Shares redeemed

(13,035,473

)

(137,293,190

)

(10,256,469

)

(112,934,324

)

Net increase (decrease)

(4,589,547

)

$

(47,286,171

)

12,326,277

$

135,971,111

34


BBH INTERMEDIATE MUNICIPAL BOND FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the six months ended April 30, 2022 and the year ended October 31, 2021. Specifically:

During the six months ended April 30, 2022, there were no shareholder exchanges.

During the year ended October 31, 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.

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). The United Kingdom's Financial Conduct Authority announced a phase out of the LIBOR. Although many LIBOR rates were phased out by the end of 2021, a selection of widely used USD LIBOR rates will continue to be published through June 2023 in order to assist with the transition. The unavailability and/or discontinuation of LIBOR may affect the

financial statements april 30, 2022

35


BBH INTERMEDIATE MUNICIPAL BOND FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

value, liquidity or return on certain fund investments that mature later than June 2023 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.

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 third 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 April 30, 2022 through the date the financial statements were issued and determined that there were no other that would require recognition or additional disclosure in the financial statements.

36


BBH INTERMEDIATE MUNICIPAL BOND FUND


DISCLOSURE OF FUND EXPENSES

April 30, 2022 (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 (November 1, 2021 to April 30, 2022).

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 april 30, 2022

37


BBH INTERMEDIATE MUNICIPAL BOND FUND


DISCLOSURE OF FUND EXPENSES (continued)

April 30, 2022 (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

November 1, 2021

Ending

Account Value

April 30, 2022

Expenses Paid

During Period

November 1, 2021 to

April 30, 20221

Class N

Actual

$1,000

$930

$3.11

Hypothetical2

$1,000

$1,022

$3.26

Beginning

Account Value

November 1, 2021

Ending

Account Value

April 30, 2022

Expenses Paid

During Period

November 1, 2021 to

April 30, 20221

Class I

Actual

$1,000

$931

$2.15

Hypothetical2

$1,000

$1,023

$2.26

________________

1

Expenses are equal to the Fund’s annualized expense ratio of 0.65% and 0.45% for Class N and I shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (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.

38


BBH INTERMEDIATE MUNICIPAL BOND FUND


DISCLOSURE OF ADVISOR SELECTION

April 30, 2022 (unaudited)

Investment Advisory and Administrative Services Agreement Approval

The 1940 Act requires that a fund’s investment advisory agreements be approved annually by the fund’s board of trustees, including 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 meetings on November 18, 2021 and on December 14, 2021, in reliance on the Exemptive Relief, to consider whether to renew the combined Amended and Restated Investment Advisory and Administrative Services Agreement (the “Agreement”) between the Trust and the Investment Adviser with respect to the existing funds in the Trust, including the Fund. At the December 14, 2021 meeting, the Board voted to approve the renewal of the Agreement with respect to the Fund for an additional one-year term. In doing so, the Board determined that the terms of the Agreement were fair and reasonable and in the best interest of the Fund and its shareholders, and that it had received sufficient information to make an informed business decision with respect to the continuation of the Agreement.

Both in the meetings specifically held to address the continuance of the Agreement and at other meetings over the course of 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 to the Fund by the Investment Adviser and BBH, including investment management, administrative and shareholder services, the oversight of Fund service providers, marketing, risk oversight, compliance, and the ability to meet applicable legal and regulatory requirements. The Board also received comparative performance and fee and expense information for the Fund prepared by Broadridge Financial Solutions, Inc. (“Broadridge”) using data from Lipper Inc., an independent provider of investment company data (“Lipper Report”). The Board reviewed this report with Broadridge, Fund Counsel and BBH. The Board received from, and discussed with, counsel to the Trust (“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 continuation of the Agreement, the Board considered: (a) the nature, extent and quality of services provided by the Investment Adviser; (b) the investment performance of the Fund; (c) the advisory fee and the cost of the services and profits to be realized by the Investment Adviser from its relationship with the Fund; (d) the Fund’s costs to investors compared to the costs of comparative funds and performance compared to the relevant performance of comparative funds; (e) the sharing of potential economies of scale; (f) fall-out benefits to the Investment Adviser as a result of its relationship with the Fund; and (g) other factors deemed relevant by the Board. The following is a summary of the factors the Board considered in making its determination to approve the continuance of 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

financial statements april 30, 2022

39


BBH INTERMEDIATE MUNICIPAL BOND FUND


DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2022 (unaudited)

may have given different weight to various factors. The Board reviewed these factors with Fund Counsel. The Board concluded that the fees paid by the Fund to the Investment Adviser were reasonable based on the comparative performance, expense information, the cost of the services provided, and the profits realized by the Investment Adviser.

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 December 14, 2021 meeting, and over the course of the previous year, regarding the nature, extent and quality of services provided to the Fund by the Investment Adviser including: portfolio management, 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, shareholder servicing, 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 noted that during the course of its regular meetings, it received reports on each of the foregoing topics. The Board concluded that, overall, they were 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.

Fund Performance

At the November 18, 2021 and December 14, 2021 meetings, and throughout the year, the Board received and considered performance information for the Fund provided by BBH. The Board also considered the Fund’s performance relative to a peer category of other mutual funds in a report compiled by Broadridge. As part of this review, the Trustees considered the composition of the peer category, selection criteria and reputation of Broadridge who prepared the peer category analysis. The Board reviewed with representatives of Broadridge who compiled the comparative report the report’s findings and discussed the positioning of the Fund relative to its selected peer category. The Board considered short-term and long-term investment performance for the Fund over various periods of time noting the Fund had below average performance as compared to its peer category for the 1-year period, average performance for the 2- and 3-year periods and

40


BBH INTERMEDIATE MUNICIPAL BOND FUND


DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2022 (unaudited)

above average performance for the 4- and 5-year periods ended September 30, 2021. In evaluating the performance of the Fund, the Board considered the risk expectations for the Fund as well as the level of Fund performance in the context of Fund expenses and the Investment Adviser’s profitability. Based on this information, the Board concluded that it was satisfied with the Fund’s investment results.

Costs of Services Provided and Profitability

The Board considered the fee rates paid by the Fund to the Investment Adviser 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 that was in place for the Fund and considered the actual fee rates, after taking into account the waiver. The Board 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, such peer category and comparisons having been selected and calculated by Broadridge, noting that the Fund was very well placed, as compared to its selected peer category. 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.

With regard to profitability, the Trustees considered the compensation and benefits flowing to the Investment Adviser and BBH, directly or indirectly. The Board reviewed annualized profitability data for the Fund using data for 2021 and prior years as of September 30, for both the Investment Adviser and BBH. The data also included the effect of revenue generated by the shareholder servicing, custody and fund accounting fees paid by the Fund to BBH. The Board conducted a detailed review of the allocation methods used in preparing the profitability data. The Board focused on profitability of the Investment Adviser and BBH’s relationships with the Fund before taxes and distribution expenses. The Board concluded that the Investment Adviser’s and BBH’s profitability was not excessive in light of the nature, extent and quality of services provided to the Fund.

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 administrator, custodian, fund accounting and shareholder servicing 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 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. The Board noted that the fee schedule for the Fund does not contain breakpoints. Based on information it had been provided over many years, the Board observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there appeared to be no uniformity or pattern in the fees and asset levels at which breakpoints apply. In light of the Fund’s current

financial statements april 30, 2022

41


BBH INTERMEDIATE MUNICIPAL BOND FUND


DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2022 (unaudited)

size and expense structure, the Board concluded that it was unnecessary at this time to consider breakpoints with respect to the Fund. The Board concluded that the fees paid by the Fund to the Investment Adviser were reasonable based on the comparative performance, expense information, the cost of the services provided and the profits to be realized by the Investment Adviser.

42


BBH INTERMEDIATE MUNICIPAL BOND FUND


CONFLICTS OF INTEREST

April 30, 2022 (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 Fund. In addition, certain of such clients (including the Fund) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Fund.

The Investment Adviser has adopted and implemented policies and procedures that seek to manage conflicts of interest. Pursuant to such policies and procedures, the Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, and compliance with its 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 Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser and the Trust’s CCO on areas of potential conflict.

Investors should carefully review the following, which describes potential and actual conflicts of interest that BBH and the Investment Adviser can face in the operation of 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 and the Fund have adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate the conflicts of interest described below. Additional information about potential conflicts of interest regarding the Investment Adviser is set forth in the Investment Adviser’s Form ADV. A copy of Part 1 and Part 2A of the Investment Adviser’s Form ADV is available on the SEC’s website (www.adviserinfo.sec.gov). In addition, many of the activities that create these conflicts of interest are limited and/or prohibited by law, unless an exception is available.

Other Clients and Allocation of Investment Opportunities. BBH and the Investment Adviser manage funds and accounts of clients other than the Fund (“Other Clients”). In general, BBH and the Investment Adviser face conflicts of interest when they render investment advisory services to different clients and, from time to time, provide dissimilar investment advice to different clients. Investment decisions will not necessarily be made in parallel among the Fund and Other Clients. Investments made by the Fund do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients may produce results that are materially different from those experienced by the Fund. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other funds or accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various funds or accounts managed by the Investment Adviser could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. From time to time, the Investment Adviser sponsor funds and other investment pools and accounts which engage in the same or similar businesses as the Fund using the same or similar investment strategies. To the extent that the same investment opportunities might

financial statements april 30, 2021

43


BBH INTERMEDIATE MUNICIPAL BOND FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

be desirable for more than one account or fund, possible conflicts could arise in determining how to allocate them because the Investment 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 Fund and its affiliated and unaffiliated service providers (e.g., conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. BBH acting in its capacity as the Fund’s administrator is the primary valuation agent of the Fund. BBH values securities and assets in the Fund according to the Fund’s valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to a Fund’s net assets, BBH and its affiliates may have an incentive to seek to overvalue certain assets.

Aggregation. Potential conflicts of interest also arise with the aggregation of trade orders. Purchases and sales of securities for the Fund may be aggregated with orders for other client accounts managed by the Investment Adviser. The Investment 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 Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

Cross Trades. Under certain circumstances, the Investment Adviser, on behalf of the Fund, may seek to buy from or sell securities to another fund or account advised by BBH or the Investment Adviser. Subject to applicable law and regulation, BBH or the Investment Adviser may (but is not required to) effect purchases and sales between BBH’s or the Investment Adviser’s clients (“cross trades”), including the Fund, if BBH or

44


BBH INTERMEDIATE MUNICIPAL BOND FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

the Investment Adviser believes 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 Fund. BBH or the Investment 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 Fund 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 Fund based on the amount of brokerage commissions paid by the Fund and such other accounts. To the extent that the Investment 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 Investment 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 Investment 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 Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times.

Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Fund’s expense ratio. In selecting the Fund for its discretionary investment advisory clients, BBH may limit its selection to funds managed by BBH or the Investment Adviser. BBH may not consider or canvass the universe of unaffiliated investment companies available, even though there may be unaffiliated investment companies that may be more appropriate or that have superior

financial statements april 30, 2021

45


BBH INTERMEDIATE MUNICIPAL BOND FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

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

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

Valuation. When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments will be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination and may be based on analytical values determined by BBH using proprietary or third-party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.

Referral Arrangements. BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.

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

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

46


BBH INTERMEDIATE MUNICIPAL BOND FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

the employees, or the manner in which they conduct business. 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 april 30, 2022

47


BBH INTERMEDIATE MUNICIPAL BOND FUND


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

April 30, 2022 (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 8, 2022 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, 2021 through January 31, 2022 (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.

48


BBH INTERMEDIATE MUNICIPAL BOND FUND


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

April 30, 2022 (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 april 30, 2022

49


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’s Forms N-MFP 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


 

image provided by client

 

Semi-Annual Report

APRIL 30, 2022

BBH U.S. Government Money Market Fund


BBH U.S. GOVERNMENT MONEY MARKET FUND


PORTFOLIO ALLOCATION

April 30, 2022 (unaudited)

 

BREAKDOWN BY SECURITY TYPE

U.S. $ Value

Percent of

Net Assets

U.S. Government Agency Obligations

$

424,815,792

10.0

%

U.S. Treasury Bills

3,583,349,689

84.3

Repurchase Agreements

175,000,000

4.1

Cash and Other Assets in Excess of Liabilities

69,064,997

1.6

NET ASSETS

$

4,252,230,478

100.0

%

All data as of April 30, 2022. The BBH U.S. Government Money Market Fund’s (the “Fund”) 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.

52


BBH U.S. GOVERNMENT MONEY MARKET FUND


PORTFOLIO OF INVESTMENTS

April 30, 2022 (unaudited)

 

 

Principal

Amount

Maturity

Date

Interest

Rate

Value

U.S. GOVERNMENT AGENCY OBLIGATIONS (10.0%)

$

75,000,000

Federal Home Loan Bank Discount Notes​1

05/04/22

0.220

%

$

74,998,625

100,000,000

Federal Home Loan Bank Discount Notes​1

05/10/22

0.200

99,995,000

100,000,000

Federal Home Loan Bank Discount Notes​1

05/20/22

0.300

99,984,167

150,000,000

Federal Home Loan Bank Discount Notes​1

06/24/22

0.721

149,838,000

Total U.S. Government Agency Obligations

    (Cost $424,815,792)

424,815,792

U.S. TREASURY BILLS (84.3%)

550,000,000

U.S. Treasury Bill1,2

05/03/22

0.185

549,994,335

505,000,000

U.S. Treasury Bill1,2

05/05/22

0.198

504,988,908

400,000,000

U.S. Treasury Bill1,2

05/10/22

0.232

399,976,819

450,000,000

U.S. Treasury Bill1,2

05/17/22

0.254

449,949,278

315,000,000

U.S. Treasury Bill1,2

05/24/22

0.304

314,938,837

150,000,000

U.S. Treasury Bill1,2

05/31/22

0.312

149,961,063

150,000,000

U.S. Treasury Bill1

06/07/22

0.501

149,922,762

215,000,000

U.S. Treasury Bill1,2

06/14/22

0.478

214,874,478

250,000,000

U.S. Treasury Bill1,2

06/21/22

0.520

249,816,187

100,000,000

U.S. Treasury Bill1

06/23/22

0.483

99,929,039

100,000,000

U.S. Treasury Bill1

07/07/22

0.602

99,888,147

150,000,000

U.S. Treasury Bill1

07/26/22

0.804

149,712,617

150,000,000

U.S. Treasury Bill1

07/28/22

0.798

149,708,133

100,000,000

U.S. Treasury Bill1

09/15/22

0.820

99,689,086

Total U.S. Treasury Bills

    (Cost $3,583,349,689)

3,583,349,689

 

REPURCHASE AGREEMENTS (4.1%)

55,000,000

BNP Paribas (Agreement dated 04/29/22 collateralized by FCSB 2.070%, due 12/21/40, original par $3,000, value $2,281, FHLMC 3.500%-4.500%, due 10/01/23-11/01/48, original par $37,582, value $2,694, FNMA 0.000%-5.000%, due 01/15/30-09/01/50, original par $389,372, value $19,336, GNMA 3.000%, due 09/20/50, original par $9,563, value $8,677, U.S. Treasury Securities 0.000%-2.375%, due 05/19/22-04/15/25, original par $56,219,000, value $56,067,013)

05/02/22

0.280

55,000,000

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

Financial Statements April 30, 2022

53


BBH U.S. GOVERNMENT MONEY MARKET FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

Principal

Amount

Maturity

Date

Interest

Rate

Value

REPURCHASE AGREEMENTS (continued)

$

65,000,000

National Australia Bank Ltd. (Agreement dated 04/29/22 collateralized by U.S. Treasury Notes 0.625%, due 08/15/30, original par $79,415,000, value $66,300,000)

05/02/22

0.250

%

$

65,000,000

55,000,000

Societe Generale (Agreement dated 04/29/22 collateralized by FHLMC 3.500%-4.000%,

      due 03/01/42-04/01/52, original par $5,372,024, value $2,133,159, FNMA 2.500%-4.500%,

      due 09/01/28-03/01/52, original par $87,350,724, value $25,633,691, GNMA 3.000%-4.500%,due 10/20/42-10/20/51, original par $8,932,707, value $3,308,086, REFC 0.000%, due 01/15/30, original par $9,231,000, value $7,184,118, U.S. Treasury Securities 0.000%-7.625%, due 06/30/22-04/30/27, original par $16,449,700, value $17,840,946)

05/03/22

0.270

55,000,000

  Total Repurchase Agreements

      (Cost $175,000,000)

175,000,000

 

TOTAL INVESTMENTS (Cost $4,183,165,481)3

98.4

%

$

4,183,165,481

ASSETS IN EXCESS OF OTHER LIABILITIES

1.6

%

69,064,997

NET ASSETS

100.0

%

$

4,252,230,478

_______________________

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:

FCSB – Federal Farm Credit Consolidated Systemwide Bond.

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.

54


BBH U.S. GOVERNMENT MONEY MARKET FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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 April 30, 2022

55


BBH U.S. GOVERNMENT MONEY MARKET FUND


PORTFOLIO OF INVESTMENTS (continued)

April 30, 2022 (unaudited)

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 April 30, 2022, 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 April 30, 2022.

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

April 30, 2022

U.S. Government Agency Obligations

$

$

424,815,792

$

$

424,815,792

U.S. Treasury Bills

3,583,349,689

3,583,349,689

Repurchase Agreements

175,000,000

175,000,000

Total Investment, at value

$

$

4,183,165,481

$

$

4,183,165,481

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

56


BBH U.S. GOVERNMENT MONEY MARKET FUND


STATEMENT OF ASSETS AND LIABILITIES

April 30, 2022 (unaudited)

 

ASSETS:

Investments, at cost which approximates fair value

$4,008,165,481

Repurchase agreements (Cost $175,000,000)

175,000,000

Cash

70,096,593

Receivables for:

Interest

35,535

Prepaid assets

15,472

Total Assets

4,253,313,081

LIABILITIES:

Payables for:

Investment advisory and administrative fees

854,316

Custody and fund accounting fees

146,411

Dividends declared

30,443

Professional fees

27,075

Transfer agent fees

3,701

Board of Trustees' fees

813

Accrued expenses and other liabilities

19,844

Total Liabilities

1,082,603

NET ASSETS

$4,252,230,478

Net Assets Consist of:

Paid-in capital

$4,252,200,796

Undistributed net investment income

29,682

Net Assets

$4,252,230,478

NET ASSET VALUE AND OFFERING PRICE PER SHARE

INSTITUTIONAL SHARES

($4,252,230,478 ÷ 4,252,206,814 shares outstanding)

$1.00

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

Financial Statements April 30, 2022

57


BBH U.S. GOVERNMENT MONEY MARKET FUND


STATEMENT OF OPERATIONS

For the six months ended April 30, 2022 (unaudited)

 

NET INVESTMENT INCOME:

Income:

Interest income

$

2,276,905

Other income

38

Total Income

2,276,943

Expenses:

Investment advisory and administrative fees

5,268,907

Custody and fund accounting fees

145,498

Board of Trustees' fees

43,394

Professional fees

28,449

Transfer agent fees

14,078

Miscellaneous expenses

104,059

Total Expenses

5,604,385

Investment advisory, administrative and shareholder service fee waiver

(3,724,415

)

Net Expenses

1,879,970

Net Investment Income

396,973

NET REALIZED GAIN:

Net realized gain on investments

1,225

Net Increase in Net Assets Resulting from Operations

$

398,198

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

58


BBH U.S. GOVERNMENT MONEY MARKET FUND


STATEMENTS OF CHANGES IN NET ASSETS

For the six

months ended

April 30, 2022

(unaudited)

For the year

ended

October 31, 2021

INCREASE IN NET ASSETS:

Operations:

Net investment income

$

396,973

$

392,672

Net realized gain on investments

1,225

16,860

Net increase in net assets resulting from operations

398,198

409,532

Distributions declared:

Regular Shares*

(2,579

)

Institutional Shares

(369,115

)

(371,165

)

Total distributions declared

(369,115

)

(373,744

)

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

5,759,415,652

8,901,851,221

Fund shares repurchased

(5,734,631,059

)

(8,210,017,012

)

Net increase in net assets resulting from fund share transactions

24,784,593

691,834,209

Total increase in net assets

24,813,676

691,869,997

NET ASSETS:

Beginning of period

4,227,416,802

3,535,546,805

End of period

$

4,252,230,478

$

4,227,416,802

_______________________

*

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 April 30, 2022

59


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

six months

ended

April 30, 2022

(unaudited)

For the period

from July 1,

2019 to

October 31,

2019

For the years ended

October 30,

For the years ended

June 30,

2021

2020

2019

2018

2017

Net asset value, beginning of period

$

1.00

 

$

1.00

 

$

1.00

 

$

1.00

 

$

1.00

 

$

1.00

 

$

1.00

Income from investment operations:

Net investment income1

0.00

2

0.00

2

0.01

0.01

0.02

0.01

0.00

2

Distributions to shareholders:

From net investment income

(0.00

)​2

(0.00

)​2

(0.01

)

(0.01

)

(0.02

)

(0.01

)

(0.00

)​2

Total distributions

(0.00

)​2

(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

$

1.00

Total return3

0.01

%​4

0.01

%

0.59

%

0.63

%​4

2.02

%

1.06

%

0.22

%

Ratios/Supplemental data:

Net assets, end of period (in millions)

$

4,252

$

4,227

$

3,475

$

2,040

$

2,126

$

1,710

$

1,455

Ratio of expenses to average net assets before reductions

0.22

%​5

0.23

%

0.24

%

0.24

%​6

0.24

%

0.26

%

0.24

%

Expense reimbursement7

(0.15

)%

(0.19

)%

(0.05

)%

%

%

%

%

Expense offset arrangement

%

%

%

%

(0.01

)%

(0.02

)%

(0.00

)%8

Ratio of expenses to average net assets after reductions

0.07

%​5

0.04

%

0.19

%

0.24

%​6

0.23

%

0.24

%

0.24

%

Ratio of net investment income to average net assets

0.02

%

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.

6

Annualized with the exception of audit fees.

7

During the six months ended April 30, 2022, 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 $3,724,415, $7,060,486, $1,299,428, $-, $-, $- and $-, respectively.

8

Less than 0.01%.

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

60


BBH U.S. GOVERNMENT MONEY MARKET FUND


NOTES TO FINANCIAL STATEMENTS

April 30, 2022 (unaudited)

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 25, 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 April 30, 2022, there were eight series of the Trust. Effective July 1, 2019, the Fund changed its fiscal year end from June 30 to October 31.

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 of the purchase price, reflecting an agreed upon interest rate. The rate is effective for the period of time

Financial Statements April 30, 2022

61


BBH U.S. GOVERNMENT MONEY MARKET FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 tax benefits as of October 31, 2021, nor were there any increases or decreases in unrecognized tax

62


BBH U.S. GOVERNMENT MONEY MARKET FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended April 30, 2022, 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 $369,115 to Institutional shareholders, during the six months ended April 30, 2022.

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.

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.

Financial Statements April 30, 2022

63


BBH U.S. GOVERNMENT MONEY MARKET FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended April 30, 2022, the Fund incurred $5,268,907 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 six months ended April 30, 2022, BBH waived fees in the amount of $3,724,415 for Institutional Shares.

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 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 six months ended April 30, 2022, the Fund incurred $145,498 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 six months ended April 30, 2022 was $17,037. This amount is included in “Interest income” in the Statement of Operations. In the event that the Fund is

64


BBH U.S. GOVERNMENT MONEY MARKET FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 six months ended April 30, 2022 was $27,217. This amount is included in the “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 (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 six months ended April 30, 2022, the Fund incurred $43,394 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.

Financial Statements April 30, 2022

65


BBH U.S. GOVERNMENT MONEY MARKET FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 25, 2021, shares of the Fund’s Regular Share Class were converted to Fund’s Institutional Share Class.” Transactions in Regular Shares and Institutional Shares were as follows:

 

For the six months ended

April 30, 2022

For the year ended

October 31, 2021

Shares

Dollars

Shares

Dollars

Regular Shares

Shares sold

$

107,428,914

$

107,428,914

Shares issued in connection with reinvestments of dividends

7

7

Shares redeemed

(168,383,442

)

(168,383,442

)

Net decrease

$

(60,954,521

)

$

(60,954,521

)

Institutional Shares

Shares sold

5,759,415,625

$

5,759,415,625

8,794,422,278

$

8,794,422,278

Shares issued in connection with reinvestments of dividends

27

27

22

22

Shares redeemed

(5,734,631,059

)

(5,734,631,059

)

(8,041,633,570

)

(8,041,633,570

)

Net increase

24,784,593

$

24,784,593

752,788,730

$

752,788,730

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

66


BBH U.S. GOVERNMENT MONEY MARKET FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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).

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 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.

Financial Statements April 30, 2022

67


BBH U.S. GOVERNMENT MONEY MARKET FUND


NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2022 (unaudited)

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 third 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 April 30, 2022 through the date the financial statements were issued and determined that there were no others subsequent events that would require recognition or additional disclosure in the financial statements.

68


BBH U.S. GOVERNMENT MONEY MARKET FUND


DISCLOSURE OF FUND EXPENSES

April 30, 2022 (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-months period and held for the entire period (November 1, 2021 to April 30, 2022).

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 April 30, 2022

69


BBH U.S. GOVERNMENT MONEY MARKET FUND


DISCLOSURE OF FUND EXPENSES (continued)

April 30, 2022 (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

November 1, 2021

Ending

Account Value

April 30, 2022

Expenses Paid

During Period

November 1, 2021 to

April 30, 20221

Institutional Shares

Actual

$1,000

$1,000

$0.35

Hypothetical2

$1,000

$1,024

$0.35

________________

1

Expenses are equal to the Fund’s annualized net expense ratio of 0.07% for Institutional Shares, multiplied by 181/365 (to reflect the one half-year period).

2

Assumes a return of 5% before expenses. For the purpose of the calculation, the applicable annualized expense ratio for each class of shares is subtracted from the assumed return before expenses.

70


BBH U.S. GOVERNMENT MONEY MARKET FUND


DISCLOSURE OF ADVISOR SELECTION

April 30, 2022 (unaudited)

Investment Advisory and Administrative Services Agreement Approval

The 1940 Act requires that a fund’s investment advisory agreements be approved annually by the fund’s board of trustees, including 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 telephonic meeting on November 18, 2021 and on December 14, 2021, in reliance on the Exemptive Relief, to consider whether to renew the combined Amended and Restated Investment Advisory and Administrative Services Agreement (the “Agreement”) between the Trust and the Investment Adviser with respect to the existing funds in the Trust, including the Fund. At the December 14, 2021 meeting, the Board voted to approve the renewal of the Agreement with respect to the Fund for an additional one-year term. In doing so, the Board determined that the terms of the Agreement were fair and reasonable and in the best interest of the Fund and its shareholders, and that it had received sufficient information to make an informed business decision with respect to the continuation of the Agreement.

Both in the meetings specifically held to address the continuance of the Agreement and at other meetings over the course of 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 to the Fund by the Investment Adviser and BBH, including investment management, administrative and shareholder services, the oversight of Fund service providers, marketing, risk oversight, compliance, and the ability to meet applicable legal and regulatory requirements. The Board also received comparative performance and fee and expense information for the Fund prepared by Broadridge Financial Solutions, Inc. using data from Lipper Inc. (“Lipper”), an independent provider of investment company data (“Lipper Report”). The Board reviewed this report with both counsel to the Trust (“Fund Counsel”) and BBH. 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.

The following is a summary of the factors the Board considered in making its determination to approve the continuance of 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 paid by the Fund to the Investment Adviser were reasonable based on the comparative performance, expense information, the cost of the services provided and the profits realized by the Investment Adviser.

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

Financial Statements April 30, 2022

71


BBH U.S. GOVERNMENT MONEY MARKET FUND


DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2022 (unaudited)

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 December meeting, and over the course of the previous year, regarding the nature, extent and quality of services provided to the Fund by BBH Investment Adviser including: portfolio management, 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, shareholder servicing, 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 noted that, during the course of its regular meetings, it received reports on each of the foregoing topics. The Board concluded that, overall, they were satisfied with the nature, extent and quality of investment advisory and administrative services provided, and expected to be provided, to the Fund pursuant to the Agreement.

Fund Performance

At the November and December meetings, and throughout the year, the Board received and reviewed detailed performance information for the Fund. As part of this review, the Trustees considered the composition of the peer category, selection criteria and the reputation of Broadridge, who prepared the peer category analysis. The Board reviewed and discussed, with both BBH Broadridge, the report’s findings and discussed the positioning of the Fund relative to its peer category. The Board considered short-term and long-term investment performance for the Fund over various periods of time as compared to a selection of peer funds, noting the Fund’s above average performance for the 2-year period and average performance as compared to its peer category for the 1-, 3-, 4-, 5- and 10-year periods. In evaluating the performance of the Fund, the Board considered risk expectations for the Fund in light of relevant regulatory and market factors and in the context of Fund expenses and the Investment Adviser’s profitability.

Costs of Services Provided and Profitability

The Board considered the fee rates paid by the Fund to the Investment Adviser in light of the nature, extent and quality of the services provided to the Fund. The Board also considered and reviewed the voluntary fee waiver arrangement that was in place for the Fund and considered the actual fee rates, after taking into account the waiver. The Board 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

72


BBH U.S. GOVERNMENT MONEY MARKET FUND


DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2022 (unaudited)

comparable mutual funds, such peer group and comparisons having been selected and calculated by Broadridge. As part of this review, the Board noted the differences between the Fund’s total net expenses as compared to those of other comparable mutual funds, due to the timing of the Fund’s transition, as compared to that of other Funds, from a prime money market fund to a government money market fund in 2016. The Board recognized that it was difficult to make comparisons of fee rates, or of combined advisory and administration fees, because there are variations in the services that are included in the fees paid by other funds, as well as the timing of other funds’ transitions from prime money market funds to a government money market fund. 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.

With regard to profitability, the Trustees considered the compensation and benefits flowing to the Adviser and BBH, directly or indirectly. The Board reviewed annualized profitability data for the Fund using data for 2021 and prior years as of September 30, for both the Investment Adviser and BBH. The data also included the effect of revenue generated by the shareholder servicing, custody and fund accounting fees paid by the Fund to BBH. The Board noted the information was consistent when compared to the previous year. The Board also reviewed the expense allocation methods used in preparing the profitability data. The Board considered the effect of fall-out benefits on the expenses of the Investment Adviser and BBH. The Board considered other benefits received by BBH and the Investment Adviser as a result of their relationships with the Fund. The Board concluded that the Investment Adviser and BBH’s profitability were not excessive in light of the nature, extent and quality of services provided to the Fund.

Economies of Scale

The Board also considered the existence of 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, noting the existence of a graduated investment advisory fee and the voluntary fee waiver. Based on information it had been provided over many years, the Board observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there appeared to be no uniformity or pattern in the fees and asset levels at which breakpoints apply. In light of the Fund’s current size and expense structure, the Board concluded that the current breakpoints for the Fund were reasonable. The Board concluded that the fees paid by the Fund to the Investment Adviser were reasonable based on the comparative performance, expense information, the cost of the services provided and the profits to be realized by the Investment Adviser.

Financial Statements April 30, 2022

73


BBH U.S. GOVERNMENT MONEY MARKET FUND


CONFLICTS OF INTEREST

April 30, 2022 (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 Fund. In addition, certain of such clients (including the Fund) utilize the services of BBH for which they will pay to BBH customary fees and expenses that will not be shared with the Fund.

The Investment Adviser has adopted and implemented policies and procedures that seek to manage conflicts of interest. Pursuant to such policies and procedures, the Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, and compliance with its 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 Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser and the Trust’s CCO on areas of potential conflict.

Investors should carefully review the following, which describes potential and actual conflicts of interest that BBH and the Investment Adviser can face in the operation of 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 and the Fund have adopted policies and procedures reasonably designed to appropriately prevent, limit or mitigate the conflicts of interest described below. Additional information about potential conflicts of interest regarding the Investment Adviser is set forth in the Investment Adviser’s Form ADV. A copy of Part 1 and Part 2A of the Investment Adviser’s Form ADV is available on the SEC’s website (www.adviserinfo.sec.gov). In addition, many of the activities that create these conflicts of interest are limited and/or prohibited by law, unless an exception is available.

Other Clients and Allocation of Investment Opportunities. BBH and the Investment Adviser manage funds and accounts of clients other than the Fund (“Other Clients”). In general, BBH and the Investment Adviser face conflicts of interest when they render investment advisory services to different clients and, from time to time, provide dissimilar investment advice to different clients. Investment decisions will not necessarily be made in parallel among the Fund and Other Clients. Investments made by the Fund do not, and are not intended to, replicate the investments, or the investment methods and strategies, of Other Clients. Accordingly, such Other Clients may produce results that are materially different from those experienced by the Fund. Certain other conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other funds or accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various funds or accounts managed by the Investment Adviser could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. From time to time, the Investment Adviser sponsor funds and other investment pools and accounts which engage in the same or similar businesses as the Fund using the same or similar investment strategies. To the extent that the same investment opportunities might

74


BBH U.S. GOVERNMENT MONEY MARKET FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

be desirable for more than one account or fund, possible conflicts could arise in determining how to allocate them because the Investment 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 Fund and its affiliated and unaffiliated service providers (e.g., conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. BBH acting in its capacity as the Fund’s administrator is the primary valuation agent of the Fund. BBH values securities and assets in the Fund according to the Fund’s valuation policies. Because the Investment Adviser’s advisory and administrative fees are calculated by reference to a Fund’s net assets, BBH and its affiliates may have an incentive to seek to overvalue certain assets.

Aggregation. Potential conflicts of interest also arise with the aggregation of trade orders. Purchases and sales of securities for the Fund may be aggregated with orders for other client accounts managed by the Investment Adviser. The Investment 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 Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged the same commission or commission equivalent rates in connection with an aggregated order.

Cross Trades. Under certain circumstances, the Investment Adviser, on behalf of the Fund, may seek to buy from or sell securities to another fund or account advised by BBH or the Investment Adviser. Subject to applicable law and regulation, BBH or the Investment Adviser may (but is not required to) effect purchases and sales between BBH’s or the Investment Adviser’s clients (“cross trades”), including the Fund, if BBH or

Financial Statements April 30, 2022

75


BBH U.S. GOVERNMENT MONEY MARKET FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

the Investment Adviser believes 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 Fund. BBH or the Investment 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 Fund 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 Fund based on the amount of brokerage commissions paid by the Fund and such other accounts. To the extent that the Investment 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 Investment 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 Investment 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 Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times.

Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Fund’s expense ratio. In selecting the Fund for its discretionary investment advisory clients, BBH may limit its selection to funds managed by BBH or the Investment Adviser. BBH may not consider or canvass the universe of unaffiliated investment companies available, even though

76


BBH U.S. GOVERNMENT MONEY MARKET FUND


CONFLICTS OF INTEREST (continued)

April 30, 2022 (unaudited)

there may be unaffiliated investment companies that may be more appropriate or that have superior performance. BBH, the Investment Adviser and their affiliates providing services to the Fund benefit from additional fees when the Fund is included as an investment for a discretionary investment advisory client.

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

Valuation. When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments will be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination and may be based on analytical values determined by BBH using proprietary or third-party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.

Referral Arrangements. BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.

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

Gifts and Entertainment. From time to time, employees of BBH, including the Investment Adviser, and any of their respective partners, principals, directors, officers, employees, affiliates or agents, may receive gifts and/or entertainment from clients, intermediaries, or service providers to the Fund or BBH, including the Investment Adviser, which could have the appearance of affecting or may potentially affect the judgment of the employees, or the manner in which they conduct business. 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 April 30, 2022

77


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’s Forms N-MFP 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


Item 2. Code of Ethics.

 

Not required for this semi-annual report on Form N-CSR.

Item 3. Audit Committee Financial Expert.

 

Not required for this semi-annual report on Form N-CSR.

Item 4. Principal Accountant Fees and Services.

 

Not required for this semi-annual report on Form N-CSR.

Item 5. Audit Committee of Listed Registrants.

 

Not required for this semi-annual report on Form N-CSR.

Item 6. Investments.

 

(a)

A Schedule of Investments 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 to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

 

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

 

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

 

Registrant does not have procedures by which shareholders may recommend nominees to its board of trustees.

79


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 to open-end investment companies.

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 to open-end investment companies.

 

(a)(4)

There was no change in the Registrant’s independent public accountant for the period covered by this report.

(b)

Certifications required by Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of2002 are furnished as Exhibit 13(b) to this Form N-CSR.

80


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.

BBH Trust

 

By:

 

/s/ Jean-Pierre Paquin

Jean-Pierre Paquin

Title: President (Principal Executive Officer)

Date: July 8, 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:

 

/s/ Jean-Pierre Paquin

Jean-Pierre Paquin

Title: President (Principal Executive Officer)

Date: July 8, 2022

By:

 

/s/ Charles H. Schreiber

Charles H. Schreiber

Title: Treasurer (Principal Financial Officer)

Date: July 8, 2022

81


EX-13.(A)(2) 2 ex13a2.htm CERTIFICATIONS

Exhibit 13(a)(2)

 

CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT

AND SECTION 302 OF THE SARBANES-OXLEY ACT

 

I, Jean-Pierre Paquin, certify that:

 

1.I have reviewed this report on Form N-CSR of BBH Trust on behalf of the BBH Trust;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 8, 2022 /s/Jean-Pierre Paquin
  Jean-Pierre Paquin, President
  (Principal Executive Officer)

 

 

 

 

CERTIFICATION PURSUANT TO RULE 30A-2(A) UNDER THE 1940 ACT

AND SECTION 302 OF THE SARBANES-OXLEY ACT

 

I, Charles H. Schreiber, certify that:

 

1.I have reviewed this report on Form N-CSR of BBH Trust on behalf of the BBH Trust;

 

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3.Based on my knowledge, the financial statements, and other financial information included in this report fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

 

4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

 

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

 

(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

 

5.The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

 

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

 

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: July 8, 2022 /s/Charles H. Schreiber
  Charles H. Schreiber, Treasurer
  (Principal Financial Officer)

 

 

 

 

 

EX-13.(B) 3 ex13b.htm CERTIFICATIONS

Exhibit 13(b)

 

CERTIFICATION PURSUANT TO RULE 30A-2(B) UNDER THE 1940 ACT AND SECTION 906 OF THE SARBANES-OXLEY ACT

 

I, Jean-Pierre Paquin, President (Principal Executive Officer) of BBH Trust (the “Registrant”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

1. The Form N-CSR of the Registrant on behalf of 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, and BBH U.S. Government Money Market Fund for the semi-annual period ended April 30, 2022, (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date: July 8, 2022 /s/Jean-Pierre Paquin
  Jean-Pierre Paquin, President
  (Principal Executive Officer)

 

 

 

 

CERTIFICATION PURSUANT TO RULE 30A-2(B) UNDER THE 1940 ACT AND SECTION 906 OF THE SARBANES-OXLEY ACT

 

I, Charles H. Schreiber, Treasurer (Principal Financial Officer) of BBH Trust (the “Registrant”), certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

 

1. The Form N-CSR of the Registrant on behalf of 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, and BBH U.S. Government Money Market Fund for the semi-annual period ended April 30, 2022, (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

 

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

Date: July 8, 2022 /s/Charles H. Schreiber
  Charles H. Schreiber, Treasurer
  (Principal Financial Officer)

 

 

 

GRAPHIC 4 bbhcover916.jpg GRAPHIC begin 644 bbhcover916.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_X1#L17AI9@ 34T *@ @ ! $[ ( M + (2H=I 0 ! (5IR= $ 6 0SNH< < @, /@ M &UL;G,Z9&,](FAT=' Z+R]P=7)L M+F]R9R]D8R]E;&5M96YT6%N/"]R9&8Z;&D^/"]R9&8Z4V5Q/@T*"0D)/"]D8SIC M&UP;65T M83X-"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" * M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@ M(" @(" @(" @(" @(" @(" @(" @(" @(" @/#]X<&%C:V5T(&5N9#TG=R<_ M/O_; $, !P4%!@4$!P8%!@@'!P@*$0L*"0D*%0\0#!$8%1H9&!48%QL>)R$; M'24=%Q@B+B(E*"DK+"L:("\S+RHR)RHK*O_; $,!!P@("@D*% L+%"H<&!PJ M*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ M*BHJ*O_ !$( &< E0,!(@ "$0$#$0'_Q ? !!0$! 0$! 0 M 0(#! 4&!P@)"@O_Q "U$ " 0,# @0#!04$! 7T! @, !!$%$B$Q0083 M46$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I*C0U-CH.$A8:'B(F*DI.4E9:7 MF)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:X>+CY.7F MY^CIZO'R\_3U]O?X^?K_Q ? 0 # 0$! 0$! 0$! 0(#! 4&!P@) M"@O_Q "U$0 " 0($! ,$!P4$! ! G< 0(#$00%(3$&$D%1!V%Q$R(R@0@4 M0I&AL<$)(S-2\!5B7J"@X2%AH>(B8J2DY25EI>8F9JBHZ2E MIJ>HJ:JRL[2UMK>XN;K"P\3%QL?(RKR\_3U M]O?X^?K_V@ , P$ A$#$0 _ /-_ 7@JY\>^(VTBSNXK218&G,DJDC"D#''^ M]7:P? J.]U&?3--\<:'E)A)!([."A);)*[B" .U SP#7]!O_ M SKUUI&KQ>5=VK;74'(.1D$'N"""/K6;7;_ !?&N'XF:C+XEM(K6ZEVM&D+ M;HS$!M0JQZ\+UP.<\#I71_"?3M(;P#XRUK4]&L=4N=+A66W6\BWJ#LQW^G:%XL^!^I>*IO#EEX>U&PN1';R62F..Y!*#&TGG[Q'?E>O45YGX M5\/7'BOQ5I^B6;;);R4)O(SL4#+-COA03^% &117K'B+Q%X8^'_B2?PYH'A# M2-7@L6$5W>:M$9YIY /GVGHF#QP.H/%5OB7X.T.+PGHWCCP=$UMI>JGRYK-G M+>1+@G )YQE74CH"O'6@#S"BO3?A#HFD^+K?Q#X;O[.V;4)[)IM.NY%^>*1> M" ?3+*<>QK2^#'PZL_$UOK\VOVZ;?+;3[3SA]VX*EF9?]I H/XF@#R"BO1OA M_H5A9:'XN\1>)K"*YCT>V^SP6]RN5:Z=L+QW(( _X%7'^%+>&\\9:+;74:RP M37\$"TC;3(93;W]I#_RZ2J=I('9 M(8;66631+=$1"S-YT1 MP .OWJCVK_E9VO**25_K-/[SQFBBBMSP#UC]G+_DJ$G_ &#I?_0DKHI?@[X@ M7XLW'B?4+FQL-(767U W#W #"/SC(..Q(QUZ5X+10!Z5\<_%NE^+/'<4FB3+ MZAITODW5K DL,FT-M8)(0 M<$$'\:\6HH ]Y\0M?_&;X2Z7>Z/)%\(>/M+UF9=T-M,5F &3Y;*4CEDB),3LA(P2IQD>E,H M ]C\>_"K5_$OBV?Q!X$2'6=)U>3[0)H;F,"*1N7#;B.^3[9P>15/XD:OIVA? M#G0?AYI=[#J-Q82&YU"XA;^(QX4\?Z3J\C%8(9PMP1S^Z;Y7X[X!)^HKU;XB>*;7P#X_T#3M!; M;;VM_)J]\1R':X8@K^$98#V85X)10![/\=Y=/T$0^&]$?C4+R76K_!SNDD.$ M'TP&X^AKS/P6"?'WA\#J=3ML?]_5K$HH ]D;X@2>"?C3XEM-03[3H&H7\B7] MHR!@5;C> >^#R.XX],5OCK:Z99+X4@T"02::-/=K5@VX>6S[EP?3![\UY)2E MBV-Q)P,#)Z4 7]!>WB\2:;)>J6MENXFF5>I0.-P'X9KVW4?C7K0N]EC)8:9; MJN(H"JG"CIRW],?2O!89##.D@&2C!@/7!HFFDGE:29B[L&%O;K<;I0(?(R_E[,_\!QM_EF@#YH(*L0P((."#VI*Z_XI MZGI.K_$O5[W0$"V[ GWZ]ZV/#?PZT*^^&[>+O$>OW.G6RW M1MRD-IYN#D 'KGG- 'G%%=WXV^'5OX>\,Z;XFT#6!J^B:B_EI,T)B='^;@J? M]QO3!%9'@KP1J/C?59;:QDBMK:UC\Z[O)SB.WC]3ZGK@>W8 F@#FZ*]1TSX> M>"/$UV^D^&/&TLFK[3Y"W=B8HKE@,X4]1T]S[&N"FT9]+\4?V1XB+Z<8;E8; MM]F\PKN 9@!][ Y&.O;K0!ET5ZYHWPN\#:_9:E=Z3X[N)X=+MS#RQ@8.6ZYYH YFBNSU7P) M'IOPFT;QDM^\DFI736YM3$ (\&49W9Y_U?IWHTKP)'J7PFUGQDU^\E; MFM>$O .DOJ%J/&MY)?V9DC\@Z4P#2ID;=V<8W#&: //J*Z#P-X:3QAXUT_0I M;EK5+QG!F5-Q7:C-TR/[N*[V#X2>%M7\0:AXYL"B.Z'##= MGU[C/'.#0!Y%15I--NGU==,6+_2VG^SB//\ RTW;@:G_ &%X MH\:36>M)&K3^58L]O"S*&"[NIX(YXZ]J /+J*4T4 >K_ +.7_)4)/^P=+_Z$ ME6[;QMXT_P"%\W.F:=JM_:^%_%6K>#] M7.I:#.L%T8C$6:-7&TD$C!&.PKJY_CM\0)H6C&L1Q[AC=':1!A]#MH UOVC+ M6PM_B1 UDD:3S6*2700=7WN 3[[0/P K;\*S:)!^S6S>)[6XNM._M;$B6TFQ MQEEP0?;KCO7B5]?7>IWTMYJ-S+=7,S;I)IG+,Q]R:TU\7:PO@UO"XN$_LEIO M/,7E+G?G.=V,]J /1?C>;O1;'0_#6DV\4/A)(5N=/>/+>1Z#T' Q61H>OZKX:U1-1T*]ELKI1M\R,]1Z$'@CV/% M &EX M;RY^(V@PZ>K_:!J$+?*.5"N"Q/L "3[5O?'"^M+_XN:J]BRNL0CAD= M>AD5 &_+I^%17GQD\67,4PMY+'3Y[A=L]U8V:132CW?&?Q&*X1F+L68EF)R2 M3R30!ZI\'_\ D3OB-_V 9/\ T7+7E5;&B>*=5\/6.J6FESK%#JMN;:Z5HU;? M&000"1QPQY%8] 'O#ZOIVC?LT>%)]6T.WUJ%[Z1%@GE9%1M\YW97G. 1^-": MOIVL_LT>*Y])T.WT6%+Z-&@@E9U=M\!W9;G."!^%>17?B[6+[PA9>&;FX1M+ ML93-!$(E!5CN.=V,G[[?G1:>+M8L?"%[X9MKA%TN^E$T\1B4EF&TYW8R/N+^ M5 '5? ?_ )+%I7_7.?\ ]$O3_'OBGPW-J_B#3X?!-K!?_:YX_P"T1>R%MXD. M9-G3)P3CWKB_#OB'4?"VN0ZMHLJPWD(8([(' W*5/!XZ$UTMU\7O%=Y%-'<2 M:>PF5E<_V=#N.>O.W.>>M #_ ()_\ECT'_?F_P#1,E>NV::-'J?C[Q!X+TMC MXNTF>=&%W*9%;+$LZ(,==KX'L!WKYWT'7;_PUKEOJ^D2K%>6Q8Q.R!@,J5/! MX/!-:&F^.O$&D>+;CQ)I]\8=1NI&DN&"C9+N;A!/;MVH R(;N\.K1WD# MNU]YXE1U&6,F[(('\,_&JY30?%VAFR\3&%@FIVB[=Q09Y[C@?=;( MZX(XKQS4/$U]?^*%U]([6RODE29/L=NL2(ZD$,%'&C;21D?E14%% ! M17H_P.\/Z5XD^($ECKME'>VPLI)!%)G&X,F#Q]37*>-;.WT[QYKME91+#;6^ MHSQ11KT15D( 'T H PZ*]@\>>%-#TSX">%M:L--B@U*\EMQ//T %%:>H^'=7TG3;#4-2L);>TU%"]K*XXE4 '(_ C\ZJZ=I]UJVHP6 M&G0M/=7#A(HEZNQ[] #:*[8_!SQ^$W?\(W<8QG_ %D>?RW9KC[NTN+"\EM;Z"2WN(6* M212J59".Q!Z4 0T5J:CXGKNNIDQB(8SD]^@- &714UI:SWUY#:6<337$[B.*-!DNQ. ! M^-6-8T74/#^J2:=K-J]I>1 %XG(RN0".GL10!1HJ_HVBZCX@U2/3M&M)+N[D M!*Q1]2 ,D\^PJI<6\MI=2V]S&TU:]T*ZUFTL M)9M.LV"7%P@RL9..O?N*CTC1=0UZ_P#L6D6KW5QL:3RT(SM49)Y]!0!1HHHH M ]8_9R_Y*A)_V#I?_0DK4\6?$KPII_C+6;.[^&NEWT]O?31R74DRAIF#D%R/ M+/)//4]:XKX3^,].\">,GU;5X;J:W:U>$+:HK-N8J1PS 8^4]ZY[Q3JD.N>+ M]7U6T61(+Z]FN(UE #!7>[MY( M[6,Y6%3!+A0<#@?05XSX(\,R>+_&FG:*A94N9?WSJ.4C RY_('\<5UGB[XC: M1K_P?\/^%+.WO4OM,DA::25$$3!(G0[2&)/+#J!6-X,\6Z;X3\/>(72*[.OZ MA:_9+*>-5$<$;'YV+;MP;TP#]T>IH ]>\>V%_P"*_A/KZ7>C7.G-X>U RZ-_"W_DJGAW_K^3^=:OPT^)3>$_$DUQXCDOM2TRYM M7@F@#>:><$$*[ =L=>A-8/AK6M,\/?$:RUB..Y?3+.^\Y$VKYQB#':"-V-V, M=\>] 'O \-W&B_%O7?'ESXCM?['TXO)=V5G*\LP'E8"2(!A?[W?H#QU'SSJ> MH)JWBZ[U&&'R([R^>=(O[@>0L%_#.*] T[XNVVF_%/7-:2RFN= UPA+NTF51 M(4VXS@$KN'S<9P02..HX7Q WAZ'Q'YGA1KY]-!5P+U5$BG.2HP>0!C!/- 'T M9XP\$ZAX@^-.EZKI_B"SLEL+:&::T2=OM1C21B6$8'*G.W)/KP>E>$?%3Q+9 M>+/B+J.J:7&RVK;(D9UVM)L4+N(/(SCOSC%=/XE^,,,_Q!4,JY?N'5O"<=_;R7KM->6UU&BI$YP?D M*DYR=Q/Z>@ .Q^*G_)'/AS_UZ-_Z+CK1^"FLVNA^$&348DDL];UU-+GW] KV M[D?FVT'V)KBO&GCC3?$?@'PIHEC!=1W.BP&.X>9%".=JCY"&)/W3U K*'B6T M3X6IX3L !SG=GGICWH [[P_P"#U^''CC7]>U5/-L_# MTJQ:>)1C[3--Q%]=J-N..A^E8GQ^3;\7;X_WH(#_ .0P/Z54^(/Q2O/'.F:) M:.C0BQB#W6< 3W.,%\#M@GZUX?\(ZAXPT72+K4+Z>ZALK2." R'R@X>=L ="%"9]$I-0L-.TBR\ MD^8PB>64GYW(1B,' /7J34GB#QY8>)?A5I&B:HM[)KVDS-Y5T55HY(CD;68M MNSC;V_@'K0!V'PF\3VGA+X3ZE?ZG:K=6$^M):W<;#/[IX@&..^.N.XR*UM"\ M )X4^+,&K: PNO#6J6-R]G<1MO6,F(MY9/T'![CW!KR>R\56-M\)M2\+R17! MO;K48[M) J^6$50""#=+O-%UM)KK2I(G:W$0#/#(>PR1\I MYR.QY[F@#RZBBB@ HHHH **** "BBB@ HHHH **** "BBB@ HHHH **** "B )BB@ HHHH __9 end GRAPHIC 5 bbhbackcover916.jpg GRAPHIC begin 644 bbhbackcover916.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_X1#L17AI9@ 34T *@ @ ! $[ ( M + (2H=I 0 ! (5IR= $ 6 0SNH< < @, /@ M &UL;G,Z9&,](FAT=' Z+R]P=7)L M+F]R9R]D8R]E;&5M96YT6%N/"]R9&8Z;&D^/"]R9&8Z4V5Q/@T*"0D)/"]D8SIC M&UP;65T M83X-"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M"B @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" *(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" * M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @( H@(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @"B @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" *(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @ M(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @(" @( H@ M(" @(" @(" @(" @(" @(" @(" @(" @(" @/#]X<&%C:V5T(&5N9#TG=R<_ M/O_; $, !P4%!@4$!P8%!@@'!P@*$0L*"0D*%0\0#!$8%1H9&!48%QL>)R$; M'24=%Q@B+B(E*"DK+"L:("\S+RHR)RHK*O_; $,!!P@("@D*% L+%"H<&!PJ M*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ*BHJ M*BHJ*O_ !$( $@ ; ,!(@ "$0$#$0'_Q ? !!0$! 0$! 0 M 0(#! 4&!P@)"@O_Q "U$ " 0,# @0#!04$! 7T! @, !!$%$B$Q0083 M46$'(G$4,H&1H0@C0K'!%5+1\"0S8G*""0H6%Q@9&B4F)R@I*C0U-CH.$A8:'B(F*DI.4E9:7 MF)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4U=;7V-G:X>+CY.7F MY^CIZO'R\_3U]O?X^?K_Q ? 0 # 0$! 0$! 0$! 0(#! 4&!P@) M"@O_Q "U$0 " 0($! ,$!P4$! ! G< 0(#$00%(3$&$D%1!V%Q$R(R@0@4 M0I&AL<$)(S-2\!5B7J"@X2%AH>(B8J2DY25EI>8F9JBHZ2E MIJ>HJ:JRL[2UMK>XN;K"P\3%QL?(RKR\_3U M]O?X^?K_V@ , P$ A$#$0 _ /&;&RN=2U""RL8FFN;B01Q1KU=B< #\:W]1 M^''B[2=/GO;_ $*YCMK<9FD4J_ECN6VDD#ZTWXUV$. MB7VO_$G1_"E[?)XBOXKG[0M_"OD8#LKB/:?5\ MTR#@\B@H^;Z*[CX2Z99ZK MXX,&HVEO=Q+8W$JQ7(!CWJA*DYXQGUJY\2=/TVPT'0#/I]AI_B.XC>:[ATS_ M (]V@8_NG&"4)([J3WSVH \[HKT>]AL/ 7@_PU?0:/8:K?:Y ]U<3:E#YR(H M("QHN0!P>3USW%4OB+H^E:!KVAZEHMFL-IJNFV^IFPE8NL3.22G/.WCO[T < M+17N4'P]\/ZMXROM0B@BM="UC3(O['0C"K=7$;!%'NK1R''8XKSKQ-8V>A>$ M-"TM[)8]:G$E]?2LO[R-&.V*//;Y5W$?[0H Y*BO6M3\"Z7KW@315\-VXB\3 MP:3'?S6R\&_@9G5F7U=2G3J0>_%<9\1;"UTSXA:K9Z? EO;12*$BC&%4;%/ M^IH YBBO8?#'PDMK[0;:]U?4].TL7*"2%;UQYDJD?>P2,*>U;'_"F] _Z&S0 MO^^E_P#BZQ]KY'LQRR+BG*JD_23_ !2L>#45J>)+"+2_$VHV%O+'-%;7#1)+ M']UP#CPL-(TRZU166[O+*U*S2ACEOF9CC.>U3.U2QP"<=N:[74/A!>P6.L3:9K^E:I<:(K-?VD#.)8@N=V R@'&T_E02% M&$\XI- MIR!@Y/3CK0!NGQEK"ZCHM_;3+:W6BVJ6MI+ "#L5F8;LDY)WL#V(XQ53Q%KM MUXF\0WFLZ@L27-X^^185(0' ' ))[>M9H4EL $GTQ2LK+]Y2/J* -JY\3WD@ MB5&W".)(P\F6.%4*![ >U0?\ "17_ />C_P"^*S#&ZKN9&"^I%"1O*X6- M6=CT"C)-1[./8[WF6,Z59+R3:7W(?<3R7-PTTQR[')P,5%2D$'!&"*2K.%MM MW9TOPX_Y*=X;_P"PG!_Z&*]HTBXT_7_%WQ(\.V^D?V.98[DW>KV\[L9-LA&' M#DA0VYB0N. WX?/-E>W&G7T%[8S-!88DC\S:''<-C&1[&@1T_P@N6L[+Q?<)J+Z6T>E B\C0LT/[Q?F ')_"H M_BZZOXQTJPOW:>6VL(([G5V0*;\-\WG #.0 < GG@YZ5P=GJM]I]O=P65R\, M5Y%Y-PJGB1,YVGVR*FOO$&J:GIMG8:A>/<6UBNRV60 F-?[H;&<>V<"@#UG6 M/$'B'PW\8;3PKH:^5H0E@MK;2UB#07-NX4,Q&/G+98ECDYSSQ7&7>LW/@SXG M:Q:^#-1ELK-M0: >2W!02?=SW Y K)A\?^*K>PBLX=_K0!Z?\ '3Q+K$_Q"U?09M0F?2X)87BM2?D1O)4Y M'XL?SKJK*W\.OXZ^'4M]J%_%JRZ/IODV\5LK0O\ )\NYRP(YSV->(:KJM]K> MIS:AJUR]U=S8\R:0_,V ,_@ *G_ .$BU?\ M&QO_M\OVK3XHXK27/,*)]P# MV% 'IGPV.W]HS4CDKB>_.1U'WZXSQUXB&O360C\1ZKKD<"OAM1@6(Q%L9"@, MV<[1GZ5BV'B+5M,UM]8L+Z6#4'9V:X4_,2^=WYY-.U?Q'JVO+$-7O&N1"28] MRJ-N<9Z >@H ^A/%EU-#I.OW$FJ2ZA96OAZ".30!%E4:5 %G))Z*1N)49&.U M>3_##7]+TF+5K+4M1N]"FU 1);ZU:1[VMBK$E&[[6XSC'W>:YM/&7B&/5_[3 M759_MAM_LS2D@[HL8V$$8*X[$5'I'BS7-!6==)U![9+AQ)(H52I89PV"" 1D M\B@"7QM8ZCIOC?5K36[I;R_CN6\ZX48$I/.[';((.*PJFNKJ>^NY;J\FDGN) MG+R2R,69V/)))ZFH: -;POI,>O\ BW2M)GD:*.^NXX&D0/M;/[0 M!T,BQ^Q_VR8/^/&+S-N_'W]N[/OG- 'D'B[18O#OC#5-'MY7FBLKEH5D< ,P M!ZG%4;_2[[2V@74;66V-Q MQ")%QOC;[K#V.*[_6M"B\1?M :O97K^58K?S3 MWLN<;((\O(<]OE!&?4BM3XA76G^-OAS%X@TJY-U/HNH/;3%H/*:.VF8M$N,G MY5.$!^M ' V7@3Q1J.GPWMAH=Y<6\Z%XGCCW>8HZE1U/X50TC0-5UZZEMM'L M9KN:&,RR)&.40$ L?0 D5[QX4CTN31_AZ9A)_;<.FWDND!IQ'!),'XCDXRB>%ET*&63PM#8EK"ZD.]R\C%I$D8# <,,;1T _+?UR+SOVDO#: M^AT]O^^44_TH \G&AZHVO?V*MA.=3\TP_90AW[_3%5)X);:YDMYT:.:)RCHP MY5@<$?G7OD&J:6?$.@?$"T:(ZMK$\&DRP8Y2X$JI/-CH,P@ ?]= :X/3=%AO M/C'KMUJ(QI>BWMU?WQ(S^[BE)"X[EFVKCW- '$:KI&H:)?-9:O9S6=RJAC%, MNU@",@X^E)>:3?Z>MJU]9S0+>1+-;EUP)4;HRGN*]$^).SQ5X,T3QC:7C:A) M;LVE:AB^!==>*!VTFRGT6^<8^SW!A7 M,;'NCXQ[''7C !XY>6=QIU]-9WL+07,#F.6)Q@HP."#4%=+\1_\ DIWB3_L) MS_\ H9KFJ %5F1@R$JP.00<$4[S9/-\W>WF9SOSSGUS110 >=)O9O,;#]:** %,LA" R-B/[GS'Y?IZ4XW$[2.[32%Y!AV+' M+#T)[T44 -\Z3R?)\Q_*#;MFX[<^N/6E\^4RB0ROY@Z/N.1^-%% #0S @AB" M#D$'H:7SI/G_ 'C?O/O_ #'YOKZT44 D<1F,.P0G)7/!/TI"[,068D@ D] 5!110 ,[.Y=V+,QR23DDTVBB@#__9 end