N-CSRS 1 ea156003_n-csrs.htm N-CSRS

  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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FORM N-CSR

CERTIFIED SHAREHOLDER REPORT
OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number: 811-21829

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BBH TRUST

On behalf of the following series:

BBH Select Series — Large Cap Fund
BBH Select Series — Mid Cap Fund
BBH Partner Fund — International Equity
BBH Partner Fund — Small Cap Equity
BBH Limited Duration Fund
BBH Income Fund
BBH Intermediate Municipal Bond Fund
BBH U.S. Government Money Market Fund
(Exact name of registrant as specified in charter)

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140 Broadway, New York, NY 10005
(Address of principal executive offices) (Zip Code)

Corporation Services Company
251 Little Falls Drive
Wilmington, DE 19808
(Name and address of agent for service)

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Registrant’s telephone number, including area code: (800) 575-1265

Date of fiscal year end: October 31

Date of reporting period: April 30, 2023

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.       Reports to Stockholders.

   

Semi-Annual Report

APRIL 30, 2023

BBH Select Series — Large Cap Fund

 

BBH SELECT SERIES – LARGE CAP FUND

PORTFOLIO ALLOCATION

April 30, 2023 (unaudited)

SECTOR DIVERSIFICATION

 

U.S. $ Value

 

Percent of
Net Assets

Common Stock:

 

 

     

 

Basic Materials

 

$

  31,263,298

 

7.9

%

Communications

 

 

 45,334,491

 

11.5

 

Consumer Cyclical

 

 

48,914,795

 

12.3

 

Consumer Non-Cyclical

 

 

83,488,465

 

21.1

 

Financials

 

 

80,625,370

 

20.3

 

Industrials

 

 

37,875,646

 

9.6

 

Technology

 

 

64,724,263

 

16.3

 

Cash and Other Assets in Excess of Liabilities

 

 

4,129,046

 

1.0

 

NET ASSETS

 

$

 396,355,374

 

100.0

%

All data as of April 30, 2023. 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, 2023 (unaudited)

Shares

     

Value

   

COMMON STOCK (99.0%)

 

 

 
   

BASIC MATERIALS (7.9%)

 

 

 

93,469

 

Celanese Corp. (Series A)

 

$

9,930,147

57,743

 

Linde, Plc. (Ireland)

 

 

21,333,151

   

Total Basic Materials

 

 

31,263,298

       

 

 
   

COMMUNICATIONS (11.5%)

 

 

 

204,871

 

Alphabet, Inc. (Class C)1

 

 

22,171,140

85,028

 

Amazon.com, Inc.1

 

 

8,966,203

5,285

 

Booking Holdings, Inc.1

 

 

14,197,148

   

Total Communications

 

 

45,334,491

       

 

 
   

CONSUMER CYCLICAL (12.3%)

 

 

 

154,714

 

Copart, Inc.1

 

 

12,230,142

27,388

 

Costco Wholesale Corp.

 

 

13,782,189

45,268

 

Dollar General Corp.

 

 

10,025,051

101,621

 

NIKE, Inc. (Class B)

 

 

12,877,413

   

Total Consumer Cyclical

 

 

48,914,795

           

 

 
   

CONSUMER NON-CYCLICAL (21.1%)

     

 

 

104,218

 

Abbott Laboratories

 

 

11,512,962

226,015

 

Alcon, Inc. (Switzerland)

 

 

16,381,567

46,508

 

Diageo, Plc. ADR (United Kingdom)

 

 

8,627,234

58,505

 

Nestle S.A. ADR (Switzerland)

 

 

7,503,851

28,416

 

S&P Global, Inc.

 

 

10,303,073

24,638

 

Thermo Fisher Scientific, Inc.

 

 

13,671,626

88,111

 

Zoetis, Inc. (Class A)

 

 

15,488,152

   

Total Consumer Non-Cyclical

 

 

83,488,465

       

 

 
   

FINANCIALS (20.3%)

 

 

 

81,043

 

Arthur J Gallagher & Co.

 

 

16,861,807

53

 

Berkshire Hathaway, Inc. (Class A)1

 

 

26,652,639

59,726

 

Mastercard, Inc. (Class A)

 

 

22,697,672

105,669

 

Progressive Corp.

 

 

14,413,252

   

Total Financials

 

 

80,625,370

       

 

 
   

INDUSTRIALS (9.6%)

 

 

 

148,807

 

AO Smith Corp.

 

 

10,162,030

149,035

 

Graco, Inc.

 

 

11,816,985

95,734

 

Waste Management, Inc.

 

 

15,896,631

   

Total Industrials

 

 

37,875,646

       

 

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

3

 

BBH SELECT SERIES – LARGE CAP FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Shares

     

Value

   

COMMON STOCK (continued)

 

 

 
   

TECHNOLOGY (16.3%)

 

 

 

23,801

 

Adobe, Inc.1

 

$

8,986,306

30,274

 

KLA Corp.

 

 

11,702,112

65,903

 

Microsoft Corp.

 

 

20,249,356

145,491

 

Oracle Corp.

 

 

13,780,907

59,842

 

Texas Instruments, Inc.

 

 

10,005,582

   

Total Technology

 

 

64,724,263

   

Total Common Stock

 

 

 
   

(Cost $283,201,613)

 

 

392,226,328

           

 

 

TOTAL INVESTMENTS (Cost $283,201,613)2

 

99.0%

 

$

392,226,328

CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES

 

1.0%

 

 

4,129,046

NET ASSETS

 

100.00%

 

$

396,355,374

____________

1   Non-income producing security.

2  The aggregate cost for federal income tax purposes is $283,201,613, the aggregate gross unrealized appreciation is $112,494,926 and the aggregate gross unrealized depreciation is $3,470,211, resulting in net unrealized appreciation of $109,024,715.

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, 2023 (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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

5

 

BBH SELECT SERIES – LARGE CAP FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (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, 2023.

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, 2023

Common Stock:

               

Basic Materials

 

$   31,263,298

 

$           

 

$           

 

$   31,263,298

Communications

 

  45,334,491

 

            

 

            

 

  45,334,491

Consumer Cyclical

 

  48,914,795

 

            

 

            

 

  48,914,795

Consumer Non-Cyclical

 

  83,488,465

 

            

 

            

 

  83,488,465

Financials

 

  80,625,370

 

            

 

            

 

  80,625,370

Industrials

 

  37,875,646

 

           

 

            

 

  37,875,646

Technology

 

  64,724,263

 

            

 

            

 

  64,724,263

Investments, at value

 

$ 392,226,328

 

$            

 

$            

 

$ 392,226,328

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, 2023 (unaudited)

ASSETS:

 

 

 

Investments in securities, at value (Cost $283,201,613)

 

$

392,226,328

Cash

 

 

3,706,686

Receivables for:

 

 

 

Dividends

 

 

522,356

Shares sold

 

 

192,757

Interest

 

 

17,627

Prepaid expenses

 

 

9,616

Total Assets

 

 

396,675,370

LIABILITIES:

 

 

 

Payables for:

 

 

 

Net investment advisory and administrative fees

 

 

192,720

Shares redeemed

 

 

48,402

Professional fees

 

 

37,743

Custody and fund accounting fees

 

 

9,502

Transfer agent fees

 

 

7,022

Board of Trustees’ fees

 

 

442

Distribution fees

 

 

168

Accrued expenses and other liabilities

 

 

23,997

Total Liabilities

 

 

319,996

NET ASSETS

 

$

396,355,374

Net Assets Consist of:

 

 

 

Paid-in capital

 

$

300,065,876

Retained earnings

 

 

96,289,498

Net Assets

 

$

396,355,374

NET ASSET VALUE AND OFFERING PRICE PER SHARE

 

 

 

CLASS I SHARES

 

 

 

($395,466,181 ÷ 32,403,311 shares outstanding)

 

$

12.20

RETAIL CLASS SHARES

 

 

 

($889,193 ÷ 73,607 shares outstanding)

 

$

12.08

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

7

 

BBH SELECT SERIES – LARGE CAP FUND

STATEMENT OF OPERATIONS

For the six months ended April 30, 2023

NET INVESTMENT INCOME:

 

 

 

 

Income:

 

 

 

 

Dividends (net of foreign withholding taxes of $27,960)

 

$

1,732,091

 

Interest income from affiliates

 

 

205,856

 

Total Income

 

 

1,937,947

 

Expenses:

 

 

 

 

Investment advisory and administrative fees

 

 

1,242,546

 

Board of Trustees’ fees

 

 

34,666

 

Professional fees

 

 

34,005

 

Transfer agent fees

 

 

21,852

 

Custody and fund accounting fees

 

 

13,912

 

Distribution fees

 

 

1,062

 

Miscellaneous expenses

 

 

41,277

 

Total Expenses

 

 

1,389,320

 

Investment advisory and administrative fee waiver

 

 

(15,997

)

Net Expenses

 

 

1,373,323

 

Net Investment Income

 

 

564,624

 

NET REALIZED AND UNREALIZED GAIN:

 

 

 

 

Net realized loss on investments in securities

 

 

(13,296,681

)

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

 

 

55,255,086

 

Net Realized and Unrealized Gain

 

 

41,958,405

 

Net Increase in Net Assets Resulting from Operations

 

$

42,523,029

 

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, 2023
(unaudited)

 

For the
year ended
October 31, 2022

INCREASE/(DECREASE) IN NET ASSETS FROM:

 

  

 

 

 

 

 

 

 

  

 

 

 

 

 

  

Operations:

     

 

 

 

         

 

 

 

   

Net investment income

     

$

564,624

 

         

$

833,410

 

   

Net realized gain/(loss) on investments in securities

     

 

(13,296,681

)

         

 

6,011,951

 

   

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

     

 

55,255,086

 

         

 

(91,844,873

)

   

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

     

 

42,523,029

 

         

 

(84,999,512

)

   
       

 

 

 

         

 

 

 

   

Dividends and distributions declared:

     

 

 

 

         

 

 

 

   

Class I

     

 

(5,421,653

)

         

 

(15,461,745

)

   

Retail Class

     

 

(10,209

)

         

 

(57,689

)

   

Total dividends and distributions declared

     

 

(5,431,862

)

         

 

(15,519,434

)

   
       

 

 

 

         

 

 

 

   

Share transactions:

     

 

 

 

         

 

 

 

   

Proceeds from sales of shares*

     

 

19,830,679

 

         

 

69,625,181

 

   

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

     

 

778,348

 

         

 

2,698,512

 

   

Proceeds from short-term redemption fees

     

 

 

         

 

2

 

   

Cost of shares redeemed*

     

 

(33,178,092

)

         

 

(68,824,127

)

   

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

     

 

(12,569,065

)

         

 

3,499,568

 

   

Total increase/(decrease) in net assets

     

 

24,522,102

 

         

 

(97,019,378

)

   
       

 

 

 

         

 

 

 

   

NET ASSETS:

     

 

 

 

         

 

 

 

   

Beginning of period/year

     

 

371,833,272

 

         

 

468,852,650

 

   

End of period/year

     

$

396,355,374

 

         

$

371,833,272

 

   

____________

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

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

9

 

BBH SELECT SERIES – LARGE CAP FUND

FINANCIAL HIGHLIGHTS

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

 

For the
six months
ended
April 30, 2023
(unaudited)

For the years ended
October 31,

For the period from
September 9, 2019
(commencement of
operations) to
October 31, 2019

2022

2021

2020

Net asset value, beginning of period/year

 

 

 

$

11.08

 

 

 

$

14.12

 

 

 

$

10.30

 

 

 

$

10.12

 

 

 

$

10.00

 

 

Income from investment operations:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

Net investment income1

     

 

0.02

 

   

 

0.03

 

   

 

0.04

 

   

 

0.03

 

   

 

0.01

 

 

Net realized and unrealized gain/(loss)

     

 

1.26

 

   

 

(2.60

)

   

 

3.82

 

   

 

0.15

 

   

 

0.11

 

 

Total income/(loss) from investment operations.

     

 

1.28

 

   

 

(2.57

)

   

 

3.86

 

   

 

0.18

 

   

 

0.12

 

 

Dividends and distributions to shareholders:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

From investment income

     

 

(0.02

)

   

 

(0.04

)

   

 

(0.04

)

   

 

(0.00

)2

   

 

 

 

From net realized gains

     

 

(0.14

)

   

 

(0.43

)

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to shareholders

     

 

(0.16

)

   

 

(0.47

)

   

 

(0.04

)

   

 

(0.00

)2

   

 

 

 

Short-term redemption fees1

     

 

 

   

 

 

   

 

0.002

 

   

 

0.002

 

   

 

 

 

Net asset value, end of period/year

     

$

12.20

 

   

$

11.08

 

   

$

14.12

 

   

$

10.30

 

   

$

10.12

 

 

Total return3

     

 

11.70

%4

   

 

(18.93

)%

   

 

37.56

%

   

 

1.82

%

   

 

1.20

%4

 

Ratios/Supplemental data:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

Net assets, end of year/period (in millions)

     

$

395

 

   

$

371

 

   

$

467

 

   

$

387

 

   

$

397

 

 

Ratio of expenses to average net assets before reductions

     

 

0.72

%5

   

 

0.71

%

   

 

0.70

%

   

 

0.74

%

   

 

0.75

%6

 

Fee waiver7

     

 

%

   

 

%

   

 

%

   

 

%

   

 

(0.01

)%6

 

Ratio of expenses to average net assets after reductions

     

 

0.72

%5

   

 

0.71

%

   

 

0.70

%

   

 

0.74

%

   

 

0.74

%6

 

Ratio of net investment income to average net assets

     

 

0.30

%5

   

 

0.20

%

   

 

0.29

%

   

 

0.34

%

   

 

0.52

%6

 

Portfolio turnover rate

     

 

4

%4

   

 

26

%

   

 

18

%

   

 

38

%

   

 

0

%4

 

____________

1         Calculated using average shares outstanding for the period/year.

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, 2023, the years ended October 31, 2022, 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, 2024 and may only be terminated during its term with approval of the Fund’s Board of Trustees. For the six months ended April 30, 2023, the years ended October 31, 2022, 2021, 2020 and the period from September 9, 2019 to October 31, 2019 the waived fees were $0, $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/year.

 

For the
six months
ended
April 30, 2023
(unaudited)

For the years ended
October 31,

For the period from
September 9, 2019
(commencement of
operations) to
October 31, 2019

2022

2021

2020

Net asset value, beginning of period/year

 

 

 

$

10.97

 

 

 

$

13.99

 

 

 

$

10.24

 

 

 

$

10.09

 

 

 

$

10.00

 

 

Income from investment operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income/(loss)1

     

 

(0.00

)2

   

 

(0.02

)

   

 

(0.01

)

   

 

0.003

 

   

 

0.01

 

 

Net realized and unrealized gain/(loss)

     

 

1.25

 

   

 

(2.57

)

   

 

3.80

 

   

 

0.15

 

   

 

0.08

 

 

Total income/(loss) from investment operations

     

 

1.25

 

   

 

(2.59

)

   

 

3.79

 

   

 

0.15

 

   

 

0.09

 

 

Dividends and distributions to shareholders:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

From investment income

     

 

 

   

 

 

   

 

(0.04

)

   

 

 

   

 

 

 

From net realized gains

     

 

(0.14

)

   

 

(0.43

)

   

 

 

   

 

 

   

 

 

 

Total dividends and distributions to shareholders

     

 

(0.14

)

   

 

(0.43

)

   

 

(0.04

)

   

 

 

   

 

 

 

Short-term redemption fees1

     

 

 

   

 

0.003

 

   

 

 

   

 

 

   

 

0.003

 

 

Net asset value, end of period/year

     

$

12.08

 

   

$

10.97

 

   

$

13.99

 

   

$

10.24

 

   

$

10.09

 

 

Total return4

     

 

11.48

%5

   

 

(19.17

)%

   

 

37.10

%

   

 

1.49

%

   

 

0.90

%5

 

Ratios/Supplemental data:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

Net assets, end of period (in millions)

     

$

1

 

   

$

1

 

   

$

2

 

   

$

2

 

   

$

2

 

 

Ratio of expenses to average net assets before reductions

     

 

4.82

%6

   

 

3.39

%

   

 

2.68

%

   

 

3.48

%

   

 

5.79

%7

 

Fee waiver8

     

 

(3.77

)%6

   

 

(2.34

)%

   

 

(1.63

)%

   

 

(2.43

)%

   

 

(4.74

)%7

 

Ratio of expenses to average net assets after reductions

     

 

1.05

%6

   

 

1.05

%

   

 

1.05

%

   

 

1.05

%

   

 

1.05

%7

 

Ratio of net investment income/(loss) to
average net assets

     

 

(0.03

)%6

   

 

(0.14

)%

   

 

(0.06

)%

   

 

0.03

%

   

 

0.46

%7

 

Portfolio turnover rate

     

 

4

%5

   

 

26

%

   

 

18

%

   

 

38

%

   

 

0

%5

 

____________

1         Calculated using average shares outstanding for the period/year.

2         More than (0.01).

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, 2023, the years ended October 31, 2022, 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, 2024 and may only be terminated during its term with approval of the Fund’s Board of Trustees. For the six months ended April 30, 2023, the years ended October 31, 2022, 2021, 2020 and the period from September 9, 2019 to October 31, 2019 the waived fees were $15,997, $31,413, $27,841, $47,750 and $8,357, respectively.

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

11

 

BBH SELECT SERIES – LARGE CAP FUND

NOTES TO FINANCIAL STATEMENTS

April 30, 2023 (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. Under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in large capitalization publicly traded equity securities, consisting primarily of common stock. The investment objective of the Fund is to provide investors with long-term growth of capital. As of April 30, 2023, 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.

  

12

   

 

BBH SELECT SERIES – LARGE CAP FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

C. Fund Expenses. Most expenses of the Trust can be directly attributed to a specific fund and share class. Expenses which cannot be directly attributed to a fund are generally apportioned among each fund in the Trust and the respective share classes 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 April 30, 2023, 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, 2023, 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 $5,421,653 and $10,209 to Class I shares and Retail Class shareholders, respectively, during the six months ended April 30, 2023.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

13

 

BBH SELECT SERIES – LARGE CAP FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

The tax character of distributions paid during the years ended October 31, 2022 and 2021, respectively, were as follows:

 

Distributions paid from:

   

Ordinary
income

 

Net
long-term
capital gain

 

Total
taxable
distributions

 

Tax return
of capital

 

Total
distributions
paid

2022:

 

$    1,201,040

 

$  14,318,394

 

$  15,519,434

 

$        

 

$  15,519,434

2021:

 

      1,489,329

 

         

 

      1,489,329

 

          

 

      1,489,329

As of October 31, 2022 and 2021, 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)

2022:

 

$  826,333

 

$ 4,602,828

 

$        

 

$  (458)

 

$    53,769,628

 

$  59,198,331

2021:

 

 1,114,173

 

 14,316,835

 

          

 

    (458)

 

    145,694,290

 

  161,124,840

The Fund did not have a net capital loss carryforward at October 31, 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) 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, 2023 (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, 2023, the Fund incurred $1,242,546 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, 2024, 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 $15,997 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, 2023, Retail Class shares of the Fund incurred $1,062 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% per annum of the Fund’s net assets value. For the six months ended April 30, 2023, the Fund incurred $13,912 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

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

15

 

BBH SELECT SERIES – LARGE CAP FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

earned by the Fund for the six months ended April 30, 2023 was $205,856. This amount is included in “Interest income from affiliates” 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 BBH Overdraft Base Rate plus 2% on the day of the overdraft. The Fund did not incur any such fees during the six months ended April 30, 2023. 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, 2023, the Fund incurred $34,666 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, 2023, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $18,703,579 and $16,772,395, 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, 2023 (unaudited)

 

For the year ended
October 31, 2022

   

Shares

 

Dollars

 

Shares

 

Dollars

Class I

   

 

   

 

   

 

 

 

 

 

Shares sold

 

1,699,704

 

 

$  19,830,679

 

 

5,522,010

 

 

 

$ 69,601,637

 

Shares issued in connection with reinvestments of dividends

 

67,204

 

 

768,139

 

 

186,763

 

 

 

2,640,823

 

Proceeds from short-term redemption fees

 

N/A

 

 

 

 

N/A

 

 

 

 

Shares redeemed

 

(2,836,890

)

 

(33,164,214

)

 

(5,303,439

)

 

 

(68,011,770

)

Net increase/(decrease)

 

(1,069,982

)

 

$ (12,565,396

)

 

405,334

 

 

 

$   4,230,690

 

Retail Class

   

 

   

 

   

 

 

 

 

 

Shares sold

 

N/A

 

 

$               

 

 

1,770

 

 

 

$        23,544

 

Shares issued in connection with reinvestments of dividends

 

904

 

 

10,209

 

 

4,112

 

 

 

57,689

 

Proceeds from short-term redemption fees

 

N/A

 

 

 

 

N/A

 

 

 

2

 

Shares redeemed

 

(1,171

)

 

(13,878

)

 

(66,106

)

 

 

(812,357

)

Net decrease

 

(267

)

 

         (3,669

)

 

(60,224

)

 

$

     (731,122

)

  

16

   

 

BBH SELECT SERIES – LARGE CAP FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the six months ended April 30, 2023 and the year ended October 31, 2022. Specifically:

During the six months ended April 30, 2023, there were no exchanges between Class I and Retail Class.

During the year ended October 31, 2022, there were no exchanges between Class I and Retail Class.

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 non-U.S. securities not present in domestic investments, including, but not limited to, recovery of tax withheld by foreign jurisdictions (non-U.S. 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 (large shareholder risk). 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). Preferred securities are subject to issuer-specific and market risks applicable generally to equity securities. In addition, a company’s preferred securities may pay dividends only after the company makes required payments on bonds and other debt. If a company experiences actual or perceived changes in its financial condition or prospects, the value of preferred securities may be more greatly affected than the value of bonds and other debt (Preferred Security 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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

17

 

BBH SELECT SERIES – LARGE CAP FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

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

7.  Subsequent Events. Management has evaluated events and transactions that have occurred since April 30, 2023 through the date the financial statements were issued and determined that there were no 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, 2023 (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, 2022 to April 30, 2023).

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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

19

 

BBH SELECT SERIES – LARGE CAP FUND

DISCLOSURE OF FUND EXPENSES (continued)

April 30, 2023 (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, 2022

 

Ending
Account Value
April 30, 2023

 

Expenses Paid
During Period
November 1, 2022 to
April 30, 20231

Class I

           

Actual

 

$1,000

 

$1,117

 

$3.78

Hypothetical2

 

$1,000

 

$1,021

 

$3.61

 

Beginning
Account Value
November 1, 2022

 

Ending
Account Value
April 30, 2023

 

Expenses Paid
During Period
November 1, 2022 to
April 30, 20231

Retail Class

           

Actual

 

$1,000

 

$1,115

 

$5.51

Hypothetical2

 

$1,000

 

$1,020

 

$5.26

____________

1   Expenses are equal to the Fund’s annualized expense ratio of 0.72% 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, 2023 (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.

The Board, a majority of which is comprised of Independent Trustees, held a telephonic meeting on November 17, 2022 and an in-person meeting on December 13, 2022, 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 13, 2022 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 Gartenberg 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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

21

 

BBH SELECT SERIES – LARGE CAP FUND

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (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 13, 2022 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 17, 2022 and December 13, 2022 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 of time, noting the Fund had below average performance as compared to its peer category for all three periods, ended September 30, 2022. 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 relevant market conditions for the Fund after September 30, 2022. Based on this information, the Board concluded that it was satisfied with the Fund’s investment results.

  

22

   

 

BBH SELECT SERIES – LARGE CAP FUND

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (unaudited)

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 contractual 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 profitability data for the Fund using data from October 1, 2021 through September 30, 2022, 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 and corresponding expenses. The Board conducted a detailed review of the expense 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 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 on the information they 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 expense information, the cost of the services provided by the Investment Adviser.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

23

 

BBH SELECT SERIES – LARGE CAP FUND

CONFLICTS OF INTEREST

April 30, 2023 (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

  

24

   

 

BBH SELECT SERIES – LARGE CAP FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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 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 and administrative services through the SID, BBH provides 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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

25

 

BBH SELECT SERIES – LARGE CAP FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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 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.

  

26

   

 

BBH SELECT SERIES – LARGE CAP FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (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 in accordance with Rule 2a-5 under the 1940 Act. 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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

27

 

BBH SELECT SERIES – LARGE CAP FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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

  

28

   

 

BBH SELECT SERIES – LARGE CAP FUND

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

April 30, 2023 (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 has appointed three members of the Brown Brothers Harriman & Co. Mutual Fund Advisory Department, the Investment Adviser to the funds of BBH Trust (the “Funds”), as the Program Administrator for the Fund’s liquidity risk management program (the “Program”). The Board met on March 7, 2023 to review the Program for the Funds pursuant to the Liquidity Rule. The Program Administrator provided the Board with a report (the “Report”) that addressed the operations of the Program and assessed its adequacy and effectiveness for the period from February 1, 2022 through January 31, 2023 (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. The Fund classified each of its investments into one of four liquidity categories based on the number of days reasonably needed to sell and convert a reasonably anticipated sized trade of each investment into cash without significantly impacting the price of the investments. The Program Administrator relied on a third-party data provider to facilitate the classification of the Fund’s investments based on criteria in the Fund’s Program. During the Reporting Period, the Fund did not hold more than 15% of its net assets in illiquid investments.

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 the Fund did not approach the 50% threshold, has made the determination that it is not necessary to assign a Highly Liquid Investment Minimum to the Fund as provided for in the Liquidity Rule.

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 the 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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

29

 

BBH SELECT SERIES – LARGE CAP FUND

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

(continued)

April 30, 2023 (unaudited)

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 the 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 the Fund’s short-term and long-term cash flow projections.

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

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.

  

30

   

 

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

To obtain information or make shareholder inquiries:

 

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

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

 

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

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

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 website 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

 

    

Semi-Annual Report

APRIL 30, 2023

BBH Select Series — Mid Cap Fund

 

BBH SELECT SERIES – MID CAP FUND

PORTFOLIO ALLOCATION

April 30, 2023 (unaudited)

SECTOR DIVERSIFICATION

 

U.S. $ Value

 

Percent of
Net Assets

Common Stock:

 

 

     

 

Communications

 

$

2,611,249

 

4.8

%

Consumer Cyclical

 

 

8,816,492

 

16.1

 

Consumer Non-Cyclical

 

 

9,416,048

 

17.2

 

Financials

 

 

5,026,708

 

9.2

 

Industrials

 

 

13,907,574

 

25.4

 

Technology

 

 

12,244,156

 

22.4

 

Cash and Other Assets in Excess of Liabilities

 

 

2,696,919

 

4.9

 

NET ASSETS

 

$

 54,719,146

 

100.0

%

All data as of April 30, 2023. 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, 2023 (unaudited)

Shares

     

Value

   

COMMON STOCK (95.1%)

 

 

 
   

COMMUNICATIONS (4.8%)

 

 

 

16,304

 

Arista Networks, Inc.1

 

$

  2,611,249

   

Total Communications

 

 

2,611,249

       

 

 
   

CONSUMER CYCLICAL (16.1%)

 

 

 

516

 

NVR, Inc.1

 

 

3,013,440

11,742

 

Watsco, Inc.

 

 

4,067,194

25,445

 

Wyndham Hotels & Resorts, Inc.

 

 

1,735,858

   

Total Consumer Cyclical

 

 

8,816,492

           

 

 
   

CONSUMER NON-CYCLICAL (17.2%)

     

 

 

29,056

 

AMN Healthcare Services, Inc.1

 

 

2,508,986

17,186

 

Bright Horizons Family Solutions, Inc.1

 

 

1,308,198

11,822

 

Bruker Corp.

 

 

935,475

24,277

 

Darling Ingredients, Inc.1

 

 

1,446,181

77,706

 

First Advantage Corp.1

 

 

999,299

32,727

 

Shift4 Payments, Inc. (Class A)1

 

 

2,217,909

   

Total Consumer Non-Cyclical

 

 

9,416,048

       

 

 
   

FINANCIALS (9.2%)

 

 

 

48,805

 

Brown & Brown, Inc.

 

 

3,142,554

9,022

 

LPL Financial Holdings, Inc.

 

 

1,884,154

   

Total Financials

 

 

5,026,708

       

 

 
   

INDUSTRIALS (25.4%)

 

 

 

24,670

 

Advanced Drainage Systems, Inc.

 

 

2,114,712

15,159

 

AptarGroup, Inc.

 

 

1,796,493

34,419

 

Crown Holdings, Inc.

 

 

2,952,462

15,858

 

HEICO Corp. (Class A)

 

 

2,128,619

33,335

 

Mercury Systems, Inc.1

 

 

1,589,079

10,464

 

Toro Co.

 

 

1,090,977

12,764

 

Vulcan Materials Co.

 

 

2,235,232

   

Total Industrials

 

 

13,907,574

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

3

 

BBH SELECT SERIES – MID CAP FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Shares

     

Value

   

COMMON STOCK (continued)

 

 

 
   

TECHNOLOGY (22.4%)

 

 

 

6,936

 

Aspen Technology, Inc.1

 

$

  1,227,672

41,034

 

Entegris, Inc.

 

 

3,074,267

7,258

 

Globant S.A.1

 

 

1,138,562

32,906

 

Guidewire Software, Inc.1

 

 

2,507,108

19,545

 

Take-Two Interactive Software, Inc.1

 

 

2,429,248

6,483

 

Zebra Technologies Corp. (Class A)1

 

 

1,867,299

   

Total Technology

 

 

12,244,156

   

Total Common Stock

 

 

 
   

(Cost $51,543,966)

 

 

52,022,227

           

 

 

TOTAL INVESTMENTS (Cost $51,543,966)2

 

95.1%

 

$

52,022,227

CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES

 

4.9%

 

 

2,696,919

NET ASSETS

 

100.00%

 

$

54,719,146

____________

1   Non-income producing security.

2  The aggregate cost for federal income tax purposes is $51,543,966, the aggregate gross unrealized appreciation is $2,313,892 and the aggregate gross unrealized depreciation is $1,835,631, resulting in net unrealized appreciation of $478,261.

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

4

   

 

BBH SELECT SERIES – MID CAP FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

5

 

BBH SELECT SERIES – MID CAP FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (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, 2023.

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, 2023

Common Stock:

 

 

   

 

   

 

   

 

 

Communications

 

$

2,611,249

 

$

 

$

 

$

  2,611,249

Consumer Cyclical

 

 

8,816,492

 

 

 

 

 

 

8,816,492

Consumer Non-Cyclical

 

 

9,416,048

 

 

 

 

 

 

9,416,048

Financials

 

 

5,026,708

 

 

 

 

 

 

5,026,708

Industrials

 

 

13,907,574

 

 

 

 

 

 

13,907,574

Technology

 

 

12,244,156

 

 

 

 

 

 

12,244,156

Total Investments, at value

 

$

52,022,227

 

$

 

$

 

$

52,022,227

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, 2023 (unaudited)

ASSETS:

 

 

 

 

Investments in securities, at value (Cost $51,543,966)

 

$

52,022,227

 

Cash

 

 

3,332,915

 

Receivables for:

 

 

 

 

Interest

 

 

9,603

 

Shares sold

 

 

2,755

 

Prepaid expenses

 

 

15

 

Total Assets

 

 

55,367,515

 

   

 

 

 

LIABILITIES:

 

 

 

 

Payables for:

 

 

 

 

Investments purchased

 

 

587,446

 

Professional fees

 

 

33,501

 

Net investment advisory and administrative fees

 

 

14,995

 

Transfer agent fees

 

 

5,724

 

Custody and fund accounting fees

 

 

1,006

 

Board of Trustees’ fees

 

 

222

 

Accrued expenses and other liabilities

 

 

5,475

 

Total Liabilities

 

 

648,369

 

   

 

 

 

NET ASSETS

 

$

54,719,146

 

   

 

 

 

Net Assets Consist of:

 

 

 

 

Paid-in capital

 

$

56,204,164

 

Accumulated deficit

 

 

(1,485,018

)

Net Assets

 

$

54,719,146

 

   

 

 

 

NET ASSET VALUE AND OFFERING PRICE PER SHARE

 

 

 

 

CLASS I SHARES

 

 

 

 

($54,719,146 ÷ 6,006,617 shares outstanding)

 

$

9.11

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

7

 

BBH SELECT SERIES – MID CAP FUND

STATEMENT OF OPERATIONS

For the six months ended April 30, 2023 (unaudited)

NET INVESTMENT LOSS:

 

 

 

 

Income:

 

 

 

 

Dividends

 

$

69,353

 

Interest income from affiliates

 

 

30,376

 

Total Income

 

 

99,729

 

   

 

 

 

Expenses:

 

 

 

 

Investment advisory and administrative fees

 

 

86,426

 

Board of Trustees’ fees

 

 

32,549

 

Professional fees

 

 

29,763

 

Transfer agent fees

 

 

17,780

 

Registration fees

 

 

11,797

 

Custody and fund accounting fees

 

 

1,502

 

Miscellaneous expenses

 

 

9,748

 

Total Expenses

 

 

189,565

 

Investment advisory and administrative fee waiver

 

 

(85,795

)

Net Expenses

 

 

103,770

 

Net Investment Loss

 

 

(4,041

)

   

 

 

 

NET REALIZED AND UNREALIZED GAIN:

 

 

 

 

Net realized loss on investments in securities

 

 

(1,787,346

)

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

 

 

1,873,234

 

Net Realized and Unrealized Gain

 

 

85,888

 

Net Increase in Net Assets Resulting from Operations

 

$

81,847

 

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, 2023
(unaudited)

 

For the
year ended
October 31, 2022

INCREASE/(DECREASE) IN NET ASSETS FROM:

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

Net investment loss

 

$

(4,041

)

 

$

(49,391

)

Net realized loss on investments in securities

 

 

(1,787,346

)

 

 

(135,918

)

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

 

 

1,873,234

 

 

 

(2,250,174

)

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

 

 

81,847

 

 

 

(2,435,483

)

   

 

 

 

 

 

 

 

Share transactions:

 

 

 

 

 

 

 

 

Proceeds from sales of shares

 

 

43,929,573

 

 

 

698,453

 

Cost of shares redeemed

 

 

(1,389,097

)

 

 

 

Net increase in net assets resulting from share transactions

 

 

42,540,476

 

 

 

698,453

 

Total increase/(decrease) in net assets

 

 

42,622,323

 

 

 

(1,737,030

)

   

 

 

 

 

 

 

 

NET ASSETS:

 

 

 

 

 

 

 

 

Beginning of period/year

 

 

12,096,823

 

 

 

13,833,853

 

End of period/year

 

$

54,719,146

 

 

$

12,096,823

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

9

 

BBH SELECT SERIES – MID CAP FUND

FINANCIAL HIGHLIGHTS

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

 

For the
six months ended
April 30, 2023
(unaudited)

 

For the
year ended
October 31, 2022

 

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

Net asset value, beginning of period/year

 

$

8.85

 

 

$

10.68

 

 

$

10.00

 

Income from investment operations:

 

 

 

 

 

 

 

 

 

 

 

 

Net investment loss1

 

 

(0.00

)2

 

 

(0.04

)

 

 

(0.02

)

Net realized and unrealized gain/(loss)

 

 

0.26

 

 

 

(1.79

)

 

 

0.70

 

Total income/(loss) from investment operations

 

 

0.26

 

 

 

(1.83

)

 

 

0.68

 

Net asset value, end of period/year

 

$

9.11

 

 

$

8.85

 

 

$

10.68

 

Total return3

 

 

2.94

%4

 

 

(17.13

)%

 

 

6.80

%4

Ratios/Supplemental data:

 

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of period/year (in millions)

 

$

55

 

 

$

12

 

 

$

14

 

Ratio of expenses to average net assets before reductions

 

 

1.64

%5

 

 

2.29

%

 

 

2.46

%6

Fee waiver7

 

 

(0.74

)%5

 

 

(1.39

)%

 

 

(1.56

)%6

Ratio of expenses to average net assets after reductions

 

 

0.90

%5

 

 

0.90

%

 

 

0.90

%6

Ratio of net investment income to average net assets

 

 

(0.04

)%5

 

 

(0.38

)%

 

 

(0.40

)%6

Portfolio turnover rate

 

 

11

%4

 

 

23

%

 

 

3

%4

____________

1         Calculated using average shares outstanding for the period/year.

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, legal fees and registration fees.

7     The ratio of expenses to average net assets for the six months ended April 30, 2023, the year ended October 31, 2022 and the period from May 24, 2021 to 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, 2024 and may only be terminated during its term with approval of the Fund’s Board of Trustees. For the six months ended April 30, 2023, the year ended October 31, 2022 and the period from May 24, 2021 to October 31, 2021, the waived fees were $85,795, $179,874 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, 2023 (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, 2023, 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. Under normal circumstances, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in publicly traded mid cap equity securities. As of April 30, 2023, 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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

11

 

BBH SELECT SERIES – MID CAP FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (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, 2022, 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, 2023, 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, 2023.

12

   

 

BBH SELECT SERIES – MID CAP FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

As of October 31, 2022 and 2021, 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

 

Late Year
Ordinary
Loss
Deferral

 

Unrealized
appreciation
/
(depreciation)

 

Total
retained
earnings
/
(accumulated
deficit)

   

2022:

 

$

 

$

 

$

(135,918

)

 

$

 

$

(35,974

)

 

$

(1,394,973

)

 

$

(1,566,865

)

   

2021:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

855,201

 

 

 

855,201

 

The Fund had $135,918 of post-December 22, 2010 net capital loss carryforwards as of October 31, 2022, of which $42,965 and $92,953, 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.

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, 2023, the Fund incurred $86,426 under the Agreement.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

13

 

BBH SELECT SERIES – MID CAP FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

B. Expense Waivers and Reimbursements. 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, 2024, 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, 2023, the Investment Adviser waived Investment Advisory and Administrative fees in the amount of $85,795.

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% per annum of the Fund’s net asset value. For the six months ended April 30, 2023, the Fund incurred $1,502 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, 2023 was $30,376. This amount is included in “Interest income from affiliates” 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 BBH Overdraft Base Rate plus 2% on the day of the overdraft. The Fund did not incur any such fees during the six months ended April 30, 2023. 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, 2023, the Fund incurred $32,549 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, 2023, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $ 42,793,974 and $ 2,610,311, respectively.

14

   

 

BBH SELECT SERIES – MID CAP FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (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, 2023 (unaudited)

 

For the year ended
October 31, 2022

   

Shares

 

Dollars

 

Shares

 

Dollars

Class I

   

 

 

 

 

 

     

 

 

Shares sold

 

4,792,519

 

 

$

43,929,573

 

 

71,058

 

$

698,453

Shares redeemed

 

(152,343

)

 

 

(1,389,097

)

 

 

 

Net increase

 

4,640,176

 

 

$

42,540,476

 

 

71,058

 

$

698,453

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 non-U.S. securities not present in domestic investments, including, but not limited to, recovery of tax withheld by foreign jurisdictions (non-U.S. investment risk). Investments in other investment companies are subject to market and selection risk, as well as the specific risks associated with the investment companies’ portfolio securities (investment in other investment companies risk). Initial public offerings (“IPOs”) are new issues of equity securities, as such they have no trading history and there may be limited information about the companies for a very limited period. Additionally, the prices of securities sold in IPOs may be highly volatile (IPO risk). Preferred securities are subject to issuer-specific and market risks. Generally, issuers only pay dividends after the company makes required payments to holders of bonds and other debt, as such the value of preferred securities may react more strongly to market conditions than bonds and other debts (preferred securities risk). The Fund’s shareholders may be adversely impacted by asset allocation decisions made by an investment

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

15

 

BBH SELECT SERIES – MID CAP FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

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.

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

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

7.  Subsequent Events. Management has evaluated events and transactions that have occurred since April 30, 2023 through the date the financial statements were issued and determined that there were no 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, 2023 (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, 2022 to April 30, 2023).

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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

17

 

BBH SELECT SERIES – MID CAP FUND

DISCLOSURE OF FUND EXPENSES (continued)

April 30, 2023 (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, 2022

 

Ending
Account Value
April 30, 2023

 

Expenses Paid
During Period
November 1, 2022 to
April 30, 20231

Actual

 

$1,000

 

$1,029

 

$4.53

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 (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.

18

   

 

BBH SELECT SERIES – MID CAP FUND

DISCLOSURE OF ADVISOR SELECTION

April 30, 2023 (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.

The Board, a majority of which is comprised of Independent Trustees, held a telephonic meeting on November 17, 2022 and an in-person meeting on December 13, 2022, 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 13, 2022 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 Gartenberg 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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

19

 

BBH SELECT SERIES – MID CAP FUND

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (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 13, 2022 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 17, 2022 and December 13, 2022 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- year period of time, noting the Fund had above average performance as compared to its peer category for the period ended September 30, 2022. In evaluating the performance of the Fund, the Board considered the risk expectations for the Fund as well as 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.

20

   

 

BBH SELECT SERIES – MID CAP FUND

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (unaudited)

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 contractual 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 from October 1, 2021 through September 30, 2022, 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 and corresponding expenses. The Board conducted a detailed review of the expense 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 and fund accounting agent. In light of the costs of providing services pursuant to the Agreement as well as the Investment Adviser and BBH’s commitment to the Fund, the ancillary benefits that the Investment Adviser and BBH received were considered reasonable.

Economies of Scale

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

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

21

 

BBH SELECT SERIES – MID CAP FUND

CONFLICTS OF INTEREST

April 30, 2023 (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,

22

   

 

BBH SELECT SERIES – MID CAP FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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 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 and administrative services through the SID, BBH provides 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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

23

 

BBH SELECT SERIES – MID CAP FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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 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

24

   

 

BBH SELECT SERIES – MID CAP FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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 in accordance with Rule 2a-5 under the 1940 Act. 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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

25

 

BBH SELECT SERIES – MID CAP FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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

26

   

 

TRUSTEES AND OFFICERS OF BBH SELECT SERIES – MID CAP FUND

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

April 30, 2023 (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 has appointed three members of the Brown Brothers Harriman & Co. Mutual Fund Advisory Department, the Investment Adviser to the funds of BBH Trust (the “Funds”), as the Program Administrator for the Fund’s liquidity risk management program (the “Program”). The Board met on March 7, 2023 to review the Program for the Funds pursuant to the Liquidity Rule. The Program Administrator provided the Board with a report (the “Report”) that addressed the operations of the Program and assessed its adequacy and effectiveness for the period from February 1, 2022 through January 31, 2023 (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. The Fund classified each of its investments into one of four liquidity categories based on the number of days reasonably needed to sell and convert a reasonably anticipated sized trade of each investment into cash without significantly impacting the price of the investments. The Program Administrator relied on a third-party data provider to facilitate the classification of the Fund’s investments based on criteria in the Fund’s Program. During the Reporting Period, the Fund did not hold more than 15% of its net assets in illiquid investments.

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 the Fund did not approach the 50% threshold, has made the determination that it is not necessary to assign a Highly Liquid Investment Minimum to the Fund as provided for in the Liquidity Rule.

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 the 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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

27

 

TRUSTEES AND OFFICERS OF BBH SELECT SERIES – MID CAP FUND

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

(continued)

April 30, 2023 (unaudited)

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 the 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 the Fund’s short-term and long-term cash flow projections.

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

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.

28

   

 

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

To obtain information or make shareholder inquiries:

 

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

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

 

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

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

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

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

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

 

    

Semi-Annual Report

APRIL 30, 2023

BBH Partner Fund — International Equity

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

PORTFOLIO ALLOCATION

April 30, 2023 (unaudited)

COUNTRY DIVERSIFICATION

 

U.S. $ Value

 

Percent of
Net Assets

Common Stock:

               

Canada

 

$ 116,493,220

     

5.4%

   

Cayman Islands

 

112,917,495

     

5.2

   

Finland

 

24,103,458

     

1.1

   

France

 

375,837,281

     

17.5

   

Germany

 

172,810,891

     

8.0

   

Hong Kong

 

128,296,133

     

5.9

   

Ireland

 

95,820,712

     

4.4

   

Japan

 

78,908,290

     

3.7

   

Jersey

 

42,868,008

     

2.0

   

Luxembourg

 

39,242,930

     

1.8

   

Netherlands

 

205,283,721

     

9.5

   

Spain

 

51,386,912

     

2.4

   

Sweden

 

16,552,013

     

0.8

   

Switzerland

 

149,868,816

     

6.9

   

Taiwan

 

83,727,325

     

3.9

   

United Kingdom

 

207,217,477

     

9.7

   

United States

 

117,233,745

     

5.4

   

Registered Investment Companies:

               

United States

 

90,700,000

     

4.2

   

Cash and Other Assets in Excess of Liabilities

 

48,080,957

     

2.2

   

NET ASSETS

 

$2,157,349,384

     

100.0%

   

All data as of April 30, 2023. 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, 2023 (unaudited)

SECTOR DIVERSIFICATION

 

U.S. $ Value

 

Percent of
Net Assets

Common Stock:

               

Communications

 

$   185,681,923

     

8.6%

   

Consumer Cyclical

 

151,342,673

     

7.0

   

Consumer Non-Cyclical

 

549,145,970

     

25.5

   

Financials

 

377,521,738

     

17.5

   

Industrials

 

380,532,771

     

17.6

   

Technology

 

374,343,352

     

17.4

   

Registered Investment Companies

 

90,700,000

     

4.2

   

Cash and Other Assets in Excess of Liabilities

 

48,080,957

     

2.2

   

NET ASSETS

 

$2,157,349,384

     

100.0%

   

All data as of April 30, 2023. 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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

3

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

PORTFOLIO OF INVESTMENTS

April 30, 2023 (unaudited)

Shares/
Units

     

Value

   

COMMON STOCK (93.6%)

 

 

 
   

CANADA (5.4%)

 

 

 
   

CONSUMER CYCLICAL

 

 

 

117,786

 

Alimentation Couche-Tard, Inc.

 

$

5,876,265

   

FINANCIALS

 

 

 

1,896,426

 

Brookfield Corp.

 

 

61,507,221

   

TECHNOLOGY

 

 

 

25,101

 

Constellation Software, Inc.

 

 

49,109,734

   

Total Canada

 

 

116,493,220

   

CAYMAN ISLANDS (5.2%)

 

 

 
   

COMMUNICATIONS

 

 

 

3,502,908

 

JD.com, Inc. (Class A)

 

 

62,222,055

922,684

 

Trip.com Group, Ltd. ADR1

 

 

32,764,509

       

 

94,986,564

   

CONSUMER CYCLICAL

 

 

 

2,505,500

 

Li Ning Co., Ltd.

 

 

17,930,931

   

Total Cayman Islands

 

 

112,917,495

   

FINLAND (1.1%)

 

 

 
   

INDUSTRIALS

 

 

 

421,918

 

Kone Oyj (Class B)

 

 

24,103,458

   

Total Finland

 

 

24,103,458

   

FRANCE (17.5%)

 

 

 
   

CONSUMER CYCLICAL

 

 

 

30,978

 

LVMH Moet Hennessy Louis Vuitton SE

 

 

29,821,856

   

CONSUMER NON-CYCLICAL

 

 

 

68,191

 

L’Oreal S.A.

 

 

32,604,472

136,000

 

Sartorius Stedim Biotech

 

 

36,568,157

883,993

 

Worldline S.A.1,2

 

 

38,504,354

       

 

107,676,983

   

INDUSTRIALS

 

 

 

751,500

 

Safran S.A.

 

 

117,142,102

457,396

 

Schneider Electric SE

 

 

80,056,288

50,355

 

Thales S.A.

 

 

7,696,209

       

 

204,894,599

   

TECHNOLOGY

 

 

 

821,696

 

Dassault Systemes SE

 

 

33,443,843

   

Total France

 

 

375,837,281

   

GERMANY (8.0%)

 

 

 
   

CONSUMER CYCLICAL

 

 

 

173,869

 

Adidas AG

 

 

30,627,507

   

CONSUMER NON-CYCLICAL

 

 

 

670,323

 

Bayer AG

 

 

44,226,637

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

4

   

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Shares/
Units

     

Value

   

COMMON STOCK (continued)

 

 

 
   

GERMANY (continued)

 

 

 
   

TECHNOLOGY

 

 

 

721,830

 

SAP SE

 

$

97,956,747

   

Total Germany

 

 

172,810,891

   

HONG KONG (5.9%)

 

 

 
   

FINANCIALS

 

 

 

9,246,535

 

AIA Group, Ltd.

 

 

100,888,067

656,949

 

Hong Kong Exchanges & Clearing, Ltd.

 

 

27,408,066

   

Total Hong Kong

 

 

128,296,133

   

IRELAND (4.4%)

 

 

 
   

INDUSTRIALS

 

 

 

1,689,846

 

CRH, Plc.

 

 

81,869,277

   

TECHNOLOGY

 

 

 

49,775

 

Accenture, Plc. (Class A)

 

 

13,951,435

   

Total Ireland

 

 

95,820,712

   

JAPAN (3.7%)

 

 

 
   

INDUSTRIALS

 

 

 

95,684

 

Keyence Corp.

 

 

43,265,702

   

TECHNOLOGY

 

 

 

231,095

 

Obic Co., Ltd.

 

 

35,642,588

   

Total Japan

 

 

78,908,290

   

JERSEY (2.0%)

 

 

 
   

CONSUMER NON-CYCLICAL

 

 

 

225,553

 

Clarivate, Plc.1

 

 

1,998,399

1,155,362

 

Experian, Plc.

 

 

40,869,609

   

Total Jersey

 

 

42,868,008

   

LUXEMBOURG (1.8%)

 

 

 
   

COMMUNICATIONS

 

 

 

203,162

 

Spotify Technology S.A.1

 

 

27,142,443

   

CONSUMER NON-CYCLICAL

 

 

 

172,726

 

Eurofins Scientific SE

 

 

12,100,487

   

Total Luxembourg

 

 

39,242,930

   

NETHERLANDS (9.5%)

 

 

 
   

COMMUNICATIONS

 

 

 

847,094

 

Prosus NV1

 

 

63,552,916

   

CONSUMER CYCLICAL

 

 

 

1,386,032

 

Universal Music Group NV

 

 

30,373,454

   

CONSUMER NON-CYCLICAL

 

 

 

24,524

 

Adyen NV1,2

 

 

39,344,888

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

5

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Shares/
Units

     

Value

   

COMMON STOCK (continued)

 

 

 
   

NETHERLANDS (continued)

 

 

 

100,016

 

Heineken NV

 

$

11,500,783

       

 

50,845,671

   

TECHNOLOGY

 

 

 

94,865

 

ASML Holding NV

 

 

60,511,680

   

Total Netherlands

 

 

205,283,721

   

SPAIN (2.4%)

 

 

 
   

CONSUMER NON-CYCLICAL

 

 

 

729,075

 

Amadeus IT Group S.A.1

 

 

51,386,912

   

Total Spain

 

 

51,386,912

   

SWEDEN (0.8%)

 

 

 
   

INDUSTRIALS

 

 

 

242,731

 

Assa Abloy AB (Class B)

 

 

5,785,633

940,221

 

Hexagon AB (Class B)

 

 

10,766,380

   

Total Sweden

 

 

16,552,013

   

SWITZERLAND (6.9%)

 

 

 
   

CONSUMER NON-CYCLICAL

 

 

 

1,067,868

 

Alcon, Inc.

 

 

77,923,798

231,009

 

DSM-Firmenich AG1

 

 

30,285,086

42,667

 

Sonova Holding AG

 

 

13,551,829

       

 

121,760,713

   

FINANCIALS

 

 

 

18,749

 

Partners Group Holding AG

 

 

18,260,381

   

INDUSTRIALS

 

 

 

35,706

 

Sika AG

 

 

9,847,722

   

Total Switzerland

 

 

149,868,816

   

TAIWAN (3.9%)

 

 

 
   

TECHNOLOGY

 

 

 

835,104

 

MediaTek, Inc.

 

 

18,161,567

777,767

 

Taiwan Semiconductor Manufacturing Co., Ltd. ADR

 

 

65,565,758

   

Total Taiwan

 

 

83,727,325

   

UNITED KINGDOM (9.7%)

 

 

 
   

CONSUMER CYCLICAL

 

 

 

11,547,720

 

Dowlais Group, Plc.1

 

 

19,264,375

   

CONSUMER NON-CYCLICAL

 

 

 

2,323,107

 

Rentokil Initial, Plc.

 

 

18,495,099

   

FINANCIALS

 

 

 

623,319

 

London Stock Exchange Group, Plc.

 

 

65,419,681

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

6

   

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Shares/
Units

     

Value

   

COMMON STOCK (continued)

 

 

 
   

UNITED KINGDOM (continued)

 

 

 

11,547,720

 

Melrose Industries, Plc.

 

$

59,483,973

2,905,141

 

Prudential, Plc.

 

 

44,554,349

       

 

169,458,003

   

Total United Kingdom

 

 

207,217,477

   

UNITED STATES (5.4%)

 

 

 
   

CONSUMER CYCLICAL

 

 

 

45,925

 

Lululemon Athletica, Inc.1

 

 

17,448,285

   

CONSUMER NON-CYCLICAL

 

 

 

680,123

 

PerkinElmer, Inc.

 

 

88,749,250

30,438

 

S&P Global, Inc.

 

 

11,036,210

       

 

99,785,460

   

Total United States

 

 

117,233,745

   

Total Common Stock (Cost $1,751,748,390)

 

 

2,018,568,427

   

REGISTERED INVESTMENT COMPANIES (4.2%)

 

 

 
   

UNITED STATES (4.2%)

 

 

 

90,700,000

 

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

 

 

90,700,000

   

Total United States

 

 

90,700,000

   

Total Registered Investment Companies (Cost $90,700,000)

 

 

90,700,000

TOTAL INVESTMENTS (Cost $1,842,448,390)3

 

97.8

%

     

$

2,109,268,427

CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES

 

2.2

%

     

 

48,080,957

NET ASSETS

 

100.00

%

     

$

2,157,349,384

____________

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, 2023 was $77,849,242 or 3.6% of net assets.

3  The aggregate cost for federal income tax purposes is $1,842,448,390, the aggregate gross unrealized appreciation is $354,861,301 and the aggregate gross unrealized depreciation is $88,041,264, resulting in net unrealized appreciation of $266,820,037.

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

Abbreviation:

ADR – American Depositary Receipt.

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

7

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (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

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

8

   

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

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, 2023.

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, 2023

Common Stock:

 

 

   

 

   

 

   

 

 

Canada

 

$

116,493,220

 

$

 

$

 

$

116,493,220

Cayman Islands

 

 

32,764,509

 

 

80,152,986

 

 

 

 

112,917,495

Finland

 

 

 

 

24,103,458

 

 

 

 

24,103,458

France

 

 

 

 

375,837,281

 

 

 

 

375,837,281

Germany

 

 

 

 

172,810,891

 

 

 

 

172,810,891

Hong Kong

 

 

 

 

128,296,133

 

 

 

 

128,296,133

Ireland

 

 

13,951,435

 

 

81,869,277

 

 

 

 

95,820,712

Japan

 

 

 

 

78,908,290

 

 

 

 

78,908,290

Jersey

 

 

1,998,399

 

 

40,869,609

 

 

 

 

42,868,008

Luxembourg

 

 

27,142,443

 

 

12,100,487

 

 

 

 

39,242,930

Netherlands

 

 

 

 

205,283,721

 

 

 

 

205,283,721

Spain

 

 

 

 

51,386,912

 

 

 

 

51,386,912

Sweden

 

 

 

 

16,552,013

 

 

 

 

16,552,013

Switzerland

 

 

 

 

149,868,816

 

 

 

 

149,868,816

Taiwan

 

 

65,565,758

 

 

18,161,567

 

 

 

 

83,727,325

United Kingdom

 

 

 

 

207,217,477

 

 

 

 

207,217,477

United States

 

 

117,233,745

 

 

 

 

 

 

117,233,745

Registered Investment Companies:

 

 

   

 

   

 

   

 

 

United States

 

 

90,700,000

 

 

 

 

 

 

90,700,000

Investments, at value

 

$

465,849,509

 

$

1,643,418,918

 

$

 

$

2,109,268,427

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

9

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

STATEMENT OF ASSETS AND LIABILITIES

April 30, 2023 (unaudited)

ASSETS:

 

 

 

 

Investments in securities, at value (Cost $1,842,448,390)

 

$

2,109,268,427

 

Cash

 

 

42,376,841

 

Foreign currency at value (Cost $586,984)

 

 

587,387

 

Receivables for:

 

 

 

 

Dividends

 

 

6,447,395

 

Shares sold

 

 

158,380

 

Interest

 

 

87,952

 

Prepaid expenses

 

 

54,338

 

Total Assets

 

 

2,158,980,720

 

LIABILITIES:

 

 

 

 

Payables for:

 

 

 

 

Investment advisory and administrative fees

 

 

987,285

 

Shares redeemed

 

 

456,605

 

Custody and fund accounting fees

 

 

120,821

 

Professional fees

 

 

37,759

 

Transfer agent fees

 

 

5,915

 

Board of Trustees’ fees

 

 

310

 

Accrued expenses and other liabilities

 

 

22,641

 

Total Liabilities

 

 

1,631,336

 

NET ASSETS

 

$

2,157,349,384

 

   

 

 

 

Net Assets Consist of:

 

 

 

 

Paid-in capital

 

 

$2,240,011,508

 

Accumulated deficit

 

 

(82,662,124

)

Net Assets

 

$

2,157,349,384

 

   

 

 

 

NET ASSET VALUE AND OFFERING PRICE PER SHARE

 

 

 

 

CLASS I SHARES

 

 

 

 

($2,157,349,384 ÷ 144,180,497 shares outstanding)

 

$

14.96

 

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, 2023 (unaudited)

NET INVESTMENT INCOME:

 

 

 

 

Income:

 

 

 

 

Dividends (net of foreign withholding taxes of $779,228)

 

$

  11,800,828

 

Interest income from affiliates

 

 

516,843

 

Other income

 

 

1,860

 

Total Income

 

 

12,319,531

 

   

 

 

 

Expenses:

 

 

 

 

Investment advisory and administrative fees

 

 

6,501,361

 

Custody and fund accounting fees

 

 

203,673

 

Board of Trustees’ fees

 

 

43,638

 

Professional fees

 

 

38,540

 

Transfer agent fees

 

 

18,350

 

Miscellaneous expenses

 

 

74,660

 

Total Expenses

 

 

6,880,222

 

Net Investment Income

 

 

5,439,309

 

   

 

 

 

NET REALIZED AND UNREALIZED GAIN:

 

 

 

 

Net realized loss on investments in securities

 

 

(141,950,157

)

Net realized loss on foreign exchange transactions and translations

 

 

(3,085

)

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

 

 

(141,953,242

)

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

 

 

497,301,624

 

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

 

 

378,585

 

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

 

 

497,680,209

 

Net Realized and Unrealized Gain

 

 

355,726,967

 

Net Increase in Net Assets Resulting from Operations

 

$

361,166,276

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

11

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

STATEMENTS OF CHANGES IN NET ASSETS

 

For the
six months
ended
April 30, 2023 (unaudited)

 

For the
year ended
October 31,
2022

INCREASE/(DECREASE) IN NET ASSETS FROM:

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

Net investment income

 

$

5,439,309

 

 

$

10,567,432

 

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

 

 

(141,953,242

)

 

 

(200,401,245

)

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

 

 

497,680,209

 

 

 

(712,758,587

)

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

 

 

361,166,276

 

 

 

(902,592,400

)

   

 

 

 

 

 

 

 

Dividends and distributions declared:

 

 

 

 

 

 

 

 

Class I

 

 

(10,360,602

)

 

 

(306,843,011

)

   

 

 

 

 

 

 

 

Share transactions:

 

 

 

 

 

 

 

 

Proceeds from sales of shares

 

 

63,268,098

 

 

 

800,932,741

 

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

 

 

276,268

 

 

 

11,341,834

 

Cost of shares redeemed

 

 

(307,413,384

)

 

 

(270,792,352

)

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

 

 

(243,869,018

)

 

 

541,482,223

 

Total increase/(decrease) in net assets

 

 

106,936,656

 

 

 

(667,953,188

)

NET ASSETS:

 

 

 

 

 

 

 

 

Beginning of period/year

 

 

2,050,412,728

 

 

 

2,718,365,916

 

End of period/year

 

$

2,157,349,384

 

 

$

2,050,412,728

 

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/year.

 

For the
six months
ended
April 30, 2023
(
unaudited)

 




For the years ended October 31,

2022

 

2021

 

2020

 

2019

 

2018

Net asset value, beginning of period/year

 

$12.68

 

 

$21.10

 

 

$17.73

 

 

$16.15

 

 

$14.90

 

 

$16.75

 

Income from investment operations:

   

 

   

 

   

 

   

 

   

 

   

 

Net investment income1

 

0.04

 

 

0.07

 

 

0.14

 

 

0.04

 

 

0.10

 

 

0.18

 

Net realized and unrealized
gain/(loss)

 

2.31

 

 

(6.14

)

 

3.79

 

 

1.81

 

 

2.19

 

 

(0.83

)

Total income/(loss) from investment operations

 

2.35

 

 

(6.07

)

 

3.93

 

 

1.85

 

 

2.29

 

 

(0.65

)

Dividends and distributions to shareholders:

   

 

   

 

   

 

   

 

   

 

   

 

From net investment income

 

(0.07

)

 

(0.13

)

 

(0.04

)

 

(0.09

)

 

(0.16

)

 

(0.10

)

From net realized gains

 

 

 

(2.22

)

 

(0.52

)

 

(0.18

)

 

(0.88

)

 

(1.10

)

Total dividends and distributions to shareholders

 

(0.07

)

 

(2.35

)

 

(0.56

)

 

(0.27

)

 

(1.04

)

 

(1.20

)

Net asset value, end of period/year

 

$14.96

 

 

$12.68

 

 

$21.10

 

 

$17.73

 

 

$16.15

 

 

$14.90

 

Total return2

 

18.55

%3

 

(31.91

)%

 

22.38

%

 

11.59

%

 

16.92

%

 

(4.12

)%

     

 

   

 

   

 

   

 

   

 

   

 

Ratios/Supplemental data:

   

 

   

 

   

 

   

 

   

 

   

 

Net assets, end of period/year
(in millions)

 

$2,157

 

 

$2,050

 

 

$2,718

 

 

$2,029

 

 

$1,790

 

 

$1,506

 

Ratio of expenses to average net assets before reductions

 

0.64

%4

 

0.68

%

 

0.68

%

 

0.69

%

 

0.71

%

 

0.68

%

Expense offset arrangement

 

%4

 

%

 

%

 

%

 

(0.01

)%

 

(0.03

)%

Ratio of expenses to average net assets after reductions

 

0.64

%4

 

0.68

%

 

0.68

%

 

0.69

%

 

0.70

%

 

0.65

%

Ratio of net investment income to average net assets

 

0.51

%4

 

0.45

%

 

0.65

%

 

0.22

%

 

0.66

%

 

1.15

%

Portfolio turnover rate

 

26

%3

 

52

%

 

86

%

 

77

%

 

135

%

 

124

%

     

 

   

 

   

 

   

 

   

 

   

 

____________

1       Calculated using average shares outstanding for the period/year.

2       Assumes reinvestment of distributions.

3       Not annualized.

4       Annualized.

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

13

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

NOTES TO FINANCIAL STATEMENTS

April 30, 2023 (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 to provide investors with long-term maximization of total return, primarily through capital appreciation. Under normal circumstances, at least 80% of the net assets of the Fund, plus any borrowings for investment purposes, are invested in equity securities of companies in the developed and emerging markets of the world, excluding the United States. As of April 30, 2023, 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, 2023 (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, 2023, 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.  Rule 144A Securities. The Fund may purchase securities that are not registered under the Securities Act of 1933, as amended (“1933 Act”) but that can be sold to “qualified institutional buyers” in accordance with the requirements stated in Rule 144A under the 1933 Act (“Rule 144A Securities”). A Rule 144A Security may be considered illiquid, under SEC Regulations for open-end investment 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

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

15

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

the security, which is the case for the Fund. Guidelines have been adopted and the daily function of determining and monitoring liquidity of Rule 144A Securities has been delegated to the investment adviser. All relevant factors will be considered in determining the liquidity of Rule 144A Securities and all investments in Rule 144A Securities will be carefully monitored. Information regarding Rule 144A Securities is included at the end of the Portfolio of Investments.

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

Realized gains in certain countries may be subject to foreign taxes at the Fund level, based on statutory rates. The Fund accrues for such foreign taxes on net realized and unrealized gains at the appropriate rate for each jurisdiction, as applicable. The amount, if any, is disclosed as a liability in the Statement of Assets and Liabilities and as an expense in the Statement of Operations.

It is the Trust’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required. The Fund files a tax return annually using tax accounting methods required under provisions of the Code, which may differ from GAAP, which is the basis on which these financial statements are prepared. Accordingly, the amount of net investment income and net realized gain reported in these financial statements may differ from that reported on the Fund’s tax return, due to certain book-to-tax timing differences such as losses deferred due to “wash sale” transactions and utilization of capital loss carryforwards. These differences may result in temporary over-distributions for financial statement purposes and are classified as distributions in excess of accumulated net realized gains or net investment income. These distributions do not constitute a return of capital. Permanent differences are reclassified between paid-in capital and retained earnings/(accumulated deficit) within the Statement of Assets and Liabilities based upon their tax classification. As such, the character of distributions to shareholders reported in the Financial Highlights table may differ from that reported to shareholders on Form 1099-DIV.

The Fund is subject to the provisions of Accounting Standards Codification 740 Income Taxes (“ASC 740”). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Fund did not have any unrecognized tax benefits as of October 31, 2022, 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, 2023, 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.

 

16

   

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

H. Dividends and Distributions to Shareholders. Dividends and distributions from net investment income to shareholders, if any, are paid annually and are recorded on the ex-dividend date. Distributions from net capital gains, if any, are generally declared and paid annually and are recorded on the ex-dividend date. The Fund declared dividends and distributions in the amount of $10,360,602 to Class I shares during the six months ended April 30, 2023. 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, 2022 and 2021, respectively, were as follows:

 

Distributions paid from:

   

Ordinary
income

 

Net
long-term
capital gain

 

Total 
taxable
distributions

 

Tax return
of capital

 

Total
distributions
paid

2022:

 

$114,819,518

 

$192,023,493

 

$306,843,011

 

$  —

 

$306,843,011

2021:

 

    37,710,191

 

    26,881,831

 

   64,592,022

 

    

 

    64,592,022

As of October 31, 2022 and 2021, 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)

2022:

 

$10,356,068

 

$       

 

$(193,247,052)

 

$(19,713,300)

 

$(230,863,514)

 

$(433,467,798)

2021:

 

 114,801,126

 

 192,022,872

 

 

    (12,751,458)

 

  481,895,073

 

  775,967,613

The Fund had $193,247,052 of post-December 22, 2010 net capital loss carryforwards as of October 31, 2022, of which $127,511,575 and $65,735,477, 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.

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

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

17

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

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

3. Fees and Other Transactions with Affiliates

A. Investment Advisory and Administrative Fees. Under a combined Investment Advisory and Administrative Services Agreement (“Agreement”) with the Trust, Brown Brothers Harriman & Co. (“BBH”) through a separately identifiable department (“SID” or “Investment Adviser”) provides investment advisory, portfolio management and administrative services to the Fund. BBH employs a “manager-of-managers” investment approach, whereby it allocates the Fund’s assets to the Fund’s sub-adviser, currently Select Equity Group, L.P. (“Select Equity Group” or the “Sub-adviser”). The Sub-adviser is responsible for investing the assets of the Fund and the Investment Adviser oversees the Sub-adviser and evaluates its performance results. The Fund’s investment advisory and administrative services fee is calculated daily and paid monthly at an annual rate equivalent to 0.60% per annum on the first $3 billion of average daily net assets and 0.55% per annum on all average daily net assets over $3 billion. Prior to November 18, 2022, the Fund paid the Investment Adviser a combined fee, equal to 0.65% per annum for the first $3 billion and 0.60% per annum for amounts over $3 billion of the average daily net assets of the Fund. The Investment Adviser pays its Sub-adviser a percentage from its investment advisory and administrative fees. For the six months ended April 30, 2023, the Fund incurred $6,501,361 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% per annum of the Fund’s net asset value. For the six months ended April 30, 2023, the Fund incurred $203,673 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, 2023 was $516,843. This amount is included in “Interest income from affiliates” 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 BBH Overdraft Base Rate plus 2% on the day of the overdraft. The total interest incurred by the Fund for the six months ended April 30, 2023, was $21,719. This amount is included under line item “Custody and fund accounting fees” in the Statement of Operations.

 

18

   

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

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, 2023, the Fund incurred $43,638 in independent Trustee compensation and expense reimbursements.

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

4. Investment Transactions. For the six months ended April 30, 2023, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $553,356,679 and $871,677,051, 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, 2023
(unaudited)

 

For the year ended
October 31, 2022

   

Shares

 

Dollars

 

Shares

 

Dollars

Class I

   

 

 

 

 

 

   

 

 

 

 

 

Shares sold

 

4,421,818

 

 

$

63,268,098

 

 

50,632,813

 

 

$

800,932,741

 

Shares issued in connection with reinvestments of dividends

 

19,947

 

 

 

276,268

 

 

642,233

 

 

 

11,341,834

 

Shares redeemed

 

(21,913,624

)

 

 

(307,413,384

)

 

(18,483,521

)

 

 

(270,792,352

)

Net increase/(decrease)

 

(17,471,859

)

 

$

(243,869,018

)

 

32,791,525

 

 

$

541,482,223

 

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

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

19

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

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 securities of companies based outside of the United States, including, but not limited to, recovery of tax withheld by foreign jurisdictions (Non-U.S. investment risk), capital controls imposed by foreign governments in response to economic or political events that may impact the ability of the Fund to buy, sell or otherwise transfer securities or currency (capital controls risk), and risks from investing in securities of issuers based in developing countries (emerging markets risk). Non-U.S. currencies invested in by the Fund may depreciate against the U.S. dollar (currency exchange rate risk). The Fund’s shareholders may be adversely impacted by asset allocation decisions made by an investment adviser whose discretionary clients make up a large percentage of the Fund’s shareholders (shareholder concentration risk). The derivatives held by the Fund which include, forwards, futures, options, rights and warrants, 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. Management has evaluated events and transactions that have occurred since April 30, 2023 through the date the financial statements were issued and determined that there were no 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, 2023 (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, 2022 to April 30, 2023).

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.

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

21

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

DISCLOSURE OF FUND EXPENSES (continued)

April 30, 2023 (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,
2022

 

Ending
Account Value
April 30, 2023

 

Expenses Paid
During Period
November 1, 2022
to April 30, 20231

Class I

           

Actual

 

$  1,000

 

$  1,186

 

$  3.47

Hypothetical2

 

$  1,000

 

$  1,022

 

$  3.21

____________

1  Expenses are equal to the Fund’s annualized expense ratio of 0.64% 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, 2023 (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.

The Board, a majority of which is comprised of Independent Trustees, held a telephonic meeting on November 17, 2022 and an in-person meeting on December 13, 2022, 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 13, 2022 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 Gartenberg 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; and (g) other factors deemed relevant by the Board. The

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

23

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (unaudited)

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 13, 2022 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 13, 2022, 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, 2023 (unaudited)

Fund Performance

At the November 17, 2022 and December 13, 2022 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-, 2-, 3- and 4- year periods and average performance in the 5- and 10-year periods ended September 30, 2022. 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 profitability data for the Fund using data from October 1, 2021 through September 30, 2022, 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

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

25

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (unaudited)

by the Fund to BBH and corresponding expenses. The Board conducted a detailed review of the expense 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 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 they 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 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, 2023 (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

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

27

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

hand, and the investments of other funds or accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various funds or accounts managed by the Investment Adviser or Sub-Adviser could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. From time to time, the Investment Adviser and Sub-Adviser 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 and administrative services through the SID, BBH provides 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

 

28

   

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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 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.

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

29

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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. 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 in accordance with Rule 2a-5 under the 1940 Act. 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

 

30

   

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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.

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

31

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

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

April 30, 2023 (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 has appointed three members of the Brown Brothers Harriman & Co. Mutual Fund Advisory Department, the Investment Adviser to the funds of BBH Trust (the “Funds”), as the Program Administrator for the Fund’s liquidity risk management program (the “Program”). The Board met on March 7, 2023 to review the Program for the Funds pursuant to the Liquidity Rule. The Program Administrator provided the Board with a report (the “Report”) that addressed the operations of the Program and assessed its adequacy and effectiveness for the period from February 1, 2022 through January 31, 2023 (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. The Fund classified each of its investments into one of four liquidity categories based on the number of days reasonably needed to sell and convert a reasonably anticipated sized trade of each investment into cash without significantly impacting the price of the investments. The Program Administrator relied on a third-party data provider to facilitate the classification of the Fund’s investments based on criteria in the Fund’s Program. During the Reporting Period, the Fund did not hold more than 15% of its net assets in illiquid investments.

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 the Fund did not approach the 50% threshold, has made the determination that it is not necessary to assign a Highly Liquid Investment Minimum to the Fund as provided for in the Liquidity Rule.

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 the 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.

 

32

   

 

BBH PARTNER FUND – INTERNATIONAL EQUITY

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

(continued)

April 30, 2023 (unaudited)

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 the 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 the Fund’s short-term and long-term cash flow projections.

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

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.

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

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

To obtain information or make shareholder inquiries:

 

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

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

 

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

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

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

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

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

 

    

Semi-Annual Report

APRIL 30, 2023

BBH Partner Fund — Small Cap Equity

 

BBH PARTNER FUND – SMALL CAP EQUITY

PORTFOLIO ALLOCATION

April 30, 2023 (unaudited)

SECTOR DIVERSIFICATION

 

U.S. $ Value

 

Percent of
Net Assets

Common Stock:

 

 

     

 

Basic Materials

 

$

14,520,000

 

4.3

%

Communications

 

 

34,225,500

 

10.3

 

Consumer Cyclical

 

 

65,218,200

 

19.5

 

Consumer Non-Cyclical

 

 

100,418,900

 

30.1

 

Financials

 

 

9,807,000

 

2.9

 

Industrials

 

 

12,529,000

 

3.8

 

Technology

 

 

90,024,600

 

27.0

 

Cash and Other Assets in Excess of Liabilities

 

 

7,096,123

 

2.1

 

NET ASSETS

 

$

333,839,323

 

100.0

%

All data as of April 30, 2023. 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, 2023 (unaudited)

Shares

         

Value

   

COMMON STOCK (97.9%)

     

 

 
   

BASIC MATERIALS (4.3%)

     

 

 

800,000

 

Element Solutions, Inc.

     

$

14,520,000

   

Total Basic Materials

     

 

14,520,000

   

COMMUNICATIONS (10.3%)

     

 

 

2,100,000

 

Despegar.com Corp. (British Virgin Islands)1

     

 

11,046,000

750,000

 

Upwork, Inc.1

     

 

7,177,500

1,400,000

 

WideOpenWest, Inc.1

     

 

16,002,000

   

Total Communications

     

 

34,225,500

   

CONSUMER CYCLICAL (19.5%)

     

 

 

180,000

 

Papa John’s International, Inc.

     

 

13,462,200

3,000,000

 

ThredUp, Inc. (Class A)1

     

 

7,920,000

600,000

 

XPEL, Inc.1

     

 

43,836,000

   

Total Consumer Cyclical

     

 

65,218,200

   

CONSUMER NON-CYCLICAL (30.1%)

     

 

 

600,000

 

Alarm.com Holdings, Inc.1

     

 

28,614,000

250,000

 

Cimpress, Plc. (Ireland)1

     

 

12,987,500

400,000

 

EVERTEC, Inc. (Puerto Rico)

     

 

13,876,000

360,000

 

Franklin Covey Co.1

     

 

13,219,200

200,000

 

Inmode, Ltd. (Israel)1

     

 

7,452,000

290,000

 

iRadimed Corp.

     

 

12,072,700

410,000

 

SoundThinking, Inc.1

     

 

12,197,500

   

Total Consumer Non-Cyclical

     

 

100,418,900

   

FINANCIALS (2.9%)

     

 

 

100,000

 

StoneX Group, Inc.1

     

 

9,807,000

   

Total Financials

     

 

9,807,000

   

INDUSTRIALS (3.8%)

     

 

 

850,000

 

Astronics Corp.1

     

 

12,529,000

   

Total Industrials

     

 

12,529,000

           

 

 
   

TECHNOLOGY (27.0%)

     

 

 

290,000

 

Agilysys, Inc.1

     

 

22,631,600

700,000

 

Health Catalyst, Inc.1

     

 

8,820,000

310,000

 

Model N, Inc.1

     

 

9,548,000

1,900,000

 

Olo, Inc. (Class A)1

     

 

13,015,000

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

3

 

BBH PARTNER FUND – SMALL CAP EQUITY

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Shares

         

Value

   

COMMON STOCK (continued)

   

 

 

 

 
   

TECHNOLOGY (27.0%) (continued)

   

 

 

 

 

200,000

 

Onto Innovation, Inc.1

   

 

 

$

16,196,000

400,000

 

PagerDuty, Inc.1

   

 

 

 

12,024,000

1,000,000

 

Zuora, Inc. (Class A)1

   

 

 

 

7,790,000

   

Total Technology

   

 

 

 

90,024,600

   

Total Common Stock
(Cost $377,780,867)

   

 

 

 

326,743,200

TOTAL INVESTMENTS (Cost $377,780,867)2

 

97.9

%

 

$

326,743,200

CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES

 

2.1

%

 

 

7,096,123

NET ASSETS

 

100.00

%

 

$

333,839,323

____________

1   Non-income producing security.

2  The aggregate cost for federal income tax purposes is $377,780,867, the aggregate gross unrealized appreciation is $25,916,692 and the aggregate gross unrealized depreciation is $76,954,359, resulting in net unrealized depreciation of $51,037,667.

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

4

   

 

BBH PARTNER FUND SMALL CAP EQUITY

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

5

 

BBH PARTNER FUND SMALL CAP EQUITY

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (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, 2023.

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, 2023

Common Stock:

 

 

   

 

   

 

   

 

 

Basic Materials

 

$

   14,520,000

 

$

         

 

$

         

 

$

   14,520,000

Communications

 

 

34,225,500

 

 

 

 

 

 

34,225,500

Consumer Cyclical

 

 

65,218,200

 

 

 

 

 

 

65,218,200

Consumer Non-Cyclical

 

 

100,418,900

 

 

 

 

 

 

100,418,900

Financials

 

 

9,807,000

 

 

 

 

 

 

9,807,000

Industrials

 

 

12,529,000

 

 

 

 

 

 

12,529,000

Technology

 

 

90,024,600

 

 

 

 

 

 

90,024,600

Total Investments, at value

 

$

 326,743,200

 

$

         

 

$

         

 

$

 326,743,200

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, 2023 (unaudited)

ASSETS:

 

 

 

 

Investments in securities, at value (Cost $377,780,867)

 

$

326,743,200

 

Cash

 

 

7,506,347

 

Receivables for:

 

 

 

 

Shares sold

 

 

344,085

 

Investments sold

 

 

319,852

 

Dividends

 

 

18,000

 

Interest

 

 

3,742

 

Total Assets

 

 

334,935,226

 

LIABILITIES:

 

 

 

 

Payables for:

 

 

 

 

Investments purchased

 

 

801,117

 

Investment advisory and administrative fees

 

 

220,614

 

Professional fees

 

 

33,460

 

Shares redeemed

 

 

17,000

 

Custody and fund accounting fees

 

 

8,618

 

Transfer agent fees

 

 

5,736

 

Board of Trustees’ fees

 

 

178

 

Accrued expenses and other liabilities

 

 

9,180

 

Total Liabilities

 

 

1,095,903

 

NET ASSETS

 

$

333,839,323

 

Net Assets Consist of:

 

 

 

 

Paid-in capital

 

$

456,038,259

 

Accumulated deficit

 

 

(122,198,936

)

Net Assets

 

$

333,839,323

 

NET ASSET VALUE AND OFFERING PRICE PER SHARE

 

 

 

 

CLASS I SHARES
($333,839,323 ÷ 47,099,292 shares outstanding)

 

$

7.09

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

7

 

BBH PARTNER FUND – SMALL CAP EQUITY

STATEMENT OF OPERATIONS

For the six months ended April 30, 2023

NET INVESTMENT LOSS:

 

 

 

 

Income:

 

 

 

 

Dividends

 

$

631,500

 

Interest income from affiliates

 

 

138,788

 

Total Income

 

 

770,288

 

Expenses:

 

 

 

 

Investment advisory and administrative fees

 

 

1,420,937

 

Board of Trustees’ fees

 

 

34,231

 

Professional fees

 

 

29,725

 

Transfer agent fees

 

 

17,765

 

Custody and fund accounting fees

 

 

14,282

 

Miscellaneous expenses

 

 

21,646

 

Total Expenses

 

 

1,538,586

 

Net Investment Loss

 

 

(768,298

)

NET REALIZED AND UNREALIZED GAIN:

 

 

 

 

Net realized loss on investments in securities

 

 

(29,950,957

)

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

 

 

55,301,723

 

Net Realized and Unrealized Gain

 

 

25,350,766

 

Net Increase in Net Assets Resulting from Operations

 

$

24,582,468

 

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

8

   

 

BBH PARTNER FUND – SMALL CAP EQUITY

STATEMENTS OF CHANGES IN NET ASSETS

 

For the six 
months ended 
April 30, 2023 
(unaudited)

 

For the year
ended 
October 31, 2022

INCREASE/(DECREASE) IN NET ASSETS FROM:

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

Net investment loss

 

$

(768,298

)

 

$

(2,470,244

)

Net realized loss on investments in securities

 

 

(29,950,957

)

 

 

(38,410,400

)

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

 

 

55,301,723

 

 

 

(101,184,107

)

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

 

 

24,582,468

 

 

 

(142,064,751

)

Dividends and distributions declared:

 

 

 

 

 

 

 

 

Class I

 

 

 

 

 

(2,050,868

)

Share transactions:

 

 

 

 

 

 

 

 

Proceeds from sales of shares

 

 

22,227,404

 

 

 

214,540,021

 

Cost of shares redeemed

 

 

(57,024,973

)

 

 

(48,848,721

)

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

 

 

(34,797,569

)

 

 

165,691,300

 

Total increase/(decrease) in net assets

 

 

(10,215,101

)

 

 

21,575,681

 

NET ASSETS:

 

 

 

 

 

 

 

 

Beginning of period/year

 

 

344,054,424

 

 

 

322,478,743

 

End of period/year

 

$

333,839,323

 

 

$

344,054,424

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

9

 

BBH PARTNER FUND – SMALL CAP EQUITY

FINANCIAL HIGHLIGHTS

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

 

For the six 
months ended 
April 30, 2023 
(unaudited)

 

For the 
year ended 
October 31, 2022

 

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

Net asset value, beginning of period/year

 

$

6.56

 

 

$

9.85

 

 

$

10.00

 

Income from investment operations:

 

 

 

 

 

 

 

 

 

 

 

 

Net investment loss1

 

 

(0.02

)

 

 

(0.05

)

 

 

(0.03

)

Net realized and unrealized income/(loss)

 

 

0.55

 

 

 

(3.18

)

 

 

(0.12

)

Total income/(loss) from investment operations

 

 

0.53

 

 

 

(3.23

)

 

 

(0.15

)

Dividends and distributions to shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

From net realized loss

 

 

 

 

 

(0.06

)

 

 

 

Total dividends and distributions to shareholders

 

 

 

 

 

(0.06

)

 

 

 

Net asset value, end of period/year

 

$

7.09

 

 

$

6.56

 

 

$

9.85

 

Total return2

 

 

8.08

%3

 

 

(32.97

)%

 

 

(1.50

)%3

Ratios/Supplemental data:

 

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of period/year (in millions)

 

$

334

 

 

$

344

 

 

$

322

 

Ratio of expenses to average net assets before reductions

 

 

0.92

%4

 

 

0.92

%

 

 

0.93

%5

Fee waiver6

 

 

%4

 

 

0.00

%7

 

 

(0.01

)%5

Ratio of expenses to average net assets after reductions

 

 

0.92

%4

 

 

0.92

%

 

 

0.92

%5

Ratio of net investment loss to average net assets

 

 

(0.46

)%4

 

 

(0.70

)%

 

 

(0.83

)%5

Portfolio turnover rate

 

 

16

%3

 

 

16

%

 

 

3

%3

____________

1       Calculated using average shares outstanding for the period/year.

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, 2023, the year ended October 31, 2022 and the period from July 8, 2021 to October 31, 2021 reflect fees reduced as result of a voluntary operating expense waiver. For the six months ended April 30, 2023, the year ended October 31, 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, 2023 (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. The investment objective of the Fund is to provide investors with long-term growth of capital. Under normal circumstances, at least 80% of the net assets of the Fund, plus any borrowings for investment purposes, are invested in small cap equity securities publicly traded and issued by domestic issuers directly. As of April 30, 2023, 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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

11

 

BBH PARTNER FUND – SMALL CAP EQUITY

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (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, 2022, 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, 2023, the Fund did not incur any such interest or penalties. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for open tax period since July 8, 2021 (commencement of operations). The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

E. Dividends and Distributions to Shareholders. Dividends and distributions from net investment income to shareholders, if any, are paid annually and are recorded on the ex-dividend date. Distributions from net capital gains, if any, are generally declared and paid annually and are recorded on the ex-dividend date. The Fund declared dividends and distributions in the amount of $0 to Class I shares shareholders during the six months ended April 30, 2023.

12

   

 

BBH PARTNER FUND – SMALL CAP EQUITY

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

The tax character of distribution paid during the year ended October 31, 2022 was as follows:

 

Distribution paid from:

   

Ordinary
income

 

Net
long-term
capital gain

 

Total 
taxable
distributions

 

Tax return
of capital

 

Total
distributions
paid

2022:

 

$ 2,050,868

 

$  —

 

$ 2,050,868

 

$  —

 

$ 2,050,868

As of October 31, 2022 and 2021, 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

 

Late year
ordinary loss
deferral

 

Unrealized
appreciation
/
(depreciation)

 

Total
retained
earnings
/
(accumulated
deficit)

2022:

 

$            —

 

$        

 

$(38,410,400)

 

$        

 

$(2,031,614)

 

$(106,339,390)

 

$(146,781,404)

2021:

 

   2,050,862

 

         —

 

               —

 

         —

 

             —

 

      (5,155,283)

 

      (3,104,421)

The Fund had $38,410,400 of post-December 22, 2010 net capital loss carryforwards as of October 31, 2022, of which $34,332,020 and $4,078,380, 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) 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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

13

 

BBH PARTNER FUND – SMALL CAP EQUITY

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (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 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, 2023, the Fund incurred $1,420,937 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% per annum of the Fund’s net asset value. For the six months ended April 30, 2023, the Fund incurred $14,282 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, 2023 was $138,788. This amount is included in “Interest income from affiliates” 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 BBH Overdraft Base Rate plus 2% on the day of the overdraft. The total interest incurred by the Fund for the six months ended April 30, 2023, was $1,515. 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, 2023, the Fund incurred $34,231 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.

14

   

 

BBH PARTNER FUND – SMALL CAP EQUITY

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

4. Investment Transactions. For the six months ended April 30, 2023, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $53,854,278 and $87,038,999, 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, 2023 (unaudited)

 

For the year ended
October 31, 2022

   

Shares

 

Dollars

 

Shares

 

Dollars

Class I

   

 

   

 

   

 

   

 

Shares sold

 

3,355,881

 

 

$   22,227,404

 

 

26,759,570

 

 

$  214,540,021

 

Shares redeemed

 

(8,673,621

)

 

(57,024,973

)

 

(7,079,879

)

 

(48,848,721

)

Net increase/(decrease)

 

(5,317,740

)

 

$  (34,797,569

)

 

19,679,691

 

 

$  165,691,300

 

6. Principal Risk Factors and Indemnifications.

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

A shareholder may lose money by investing in the Fund (investment risk). The Fund is actively managed and the decisions by the Investment Adviser may cause the Fund to incur losses or miss profit opportunities (management risk). Price movements may occur due to factors affecting individual companies, such as the issuance of an unfavorable earnings report, or other events affecting particular industries or the equity market as a whole (equity securities risk). Small cap companies, when compared to larger companies, may experience lower trading volume and could be subject to greater and less predictable price changes (small cap company risk). The fund will invest 25% or more of its net assets in the Software & Services Industry Group. When a fund focuses its investments in a particular industry, group of industries, or sector, financial, economic business and other developments affecting issuers in those industries or groups of industries will have a greater effect on the fund than if the fund did not focus on an industry or group of industries (Software & Service Industry Group Concentration risk). The value of securities held by the Fund may fall due to changing economic, political, regulatory or market conditions, or due to a company’s or issuer’s individual situation. Natural disasters, the spread of infectious illness and other public health emergencies, recession, terrorism and other unforeseeable events may lead to increased market volatility and may have adverse effects on world economies and markets generally (market risk). In the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to assumption of large positions in securities of a small number of issuers

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

15

 

BBH PARTNER FUND – SMALL CAP EQUITY

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

(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.

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

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

7. Subsequent Events. Management has evaluated events and transactions that have occurred since April 30, 2023 through the date the financial statements were issued and determined that there were no 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, 2023 (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, 2022 to April 30, 2023).

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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

17

 

BBH PARTNER FUND – SMALL CAP EQUITY

DISCLOSURE OF FUND EXPENSES (continued)
April
30, 2023 (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, 2022

 

Ending
Account Value
April 30, 2023

 

Expenses Paid
During Period
November 1, 2022 to
April 30, 20231

Class I

           

Actual

 

$1,000

 

$1,081

 

$4.75

Hypothetical2

 

$1,000

 

$1,020

 

$4.61

____________

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

DISCLOSURE OF ADVISOR SELECTION

April 30, 2023 (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.

The Board, a majority of which is comprised of Independent Trustees, held a telephonic meeting on November 17, 2022 and an in-person meeting December 13, 2022, 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 Bares Capital Management, Inc. (“Bares Capital” or the “Sub-Adviser”). At the December 13, 2022 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 Gartenberg 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; 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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

19

 

BBH PARTNER FUND – SMALL CAP EQUITY

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (unaudited)

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 Bares Capital 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 13, 2022 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: 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 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 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 13, 2022, 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.

20

   

 

BBH PARTNER FUND – SMALL CAP EQUITY

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (unaudited)

Fund Performance

At the November 17, 2022 and December 13, 2022 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 the investment performance for the Fund over the 1-year period as compared to a select peer category, noting the Fund’s below average performance for the period ended September 30, 2022. In evaluating the performance of the Fund, the Board considered the Fund’s investment strategy, risk expectations for the Fund as well as the level of Fund performance in the context of Fund expenses and 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 provide pursuant to the Advisory Agreement, noting 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 profitability data from October 1, 2021 through September 30, 2022, and the year 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 and corresponding expenses. The Board conducted a detailed review of the expense 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 also reviewed the Sub-Adviser’s profitability data for the Fund. 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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

21

 

BBH PARTNER FUND – SMALL CAP EQUITY

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (unaudited)

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 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, BBH, 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 and the Investment 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 on the information they 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 comparative performance, expense information, the cost of the services provided and the profits to be realized by the Investment Adviser.

22

   

 

BBH PARTNER FUND – SMALL CAP EQUITY

CONFLICTS OF INTEREST

April 30, 2023 (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,

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

23

 

BBH PARTNER FUND – SMALL CAP EQUITY

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

on the other. For example, it is possible that the various funds or accounts managed by the Investment Adviser or Sub-Adviser could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. From time to time, the Investment Adviser and Sub-Adviser 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 and administrative services through the SID, BBH provides 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

24

   

 

BBH PARTNER FUND – SMALL CAP EQUITY

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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 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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

25

 

BBH PARTNER FUND – SMALL CAP EQUITY

CONFLICTS OF INTEREST (continued)

April 30, 2023 (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 in accordance with Rule 2a-5 under the 1940 Act. 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.

    

26

   

 

BBH PARTNER FUND – SMALL CAP EQUITY

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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

   

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

27

 

BBH PARTNER FUND – SMALL CAP EQUITY

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

April 30, 2023 (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 has appointed three members of the Brown Brothers Harriman & Co. Mutual Fund Advisory Department, the Investment Adviser to the funds of BBH Trust (the “Funds”), as the Program Administrator for the Fund’s liquidity risk management program (the “Program”). The Board met on March 7, 2023 to review the Program for the Funds pursuant to the Liquidity Rule. The Program Administrator provided the Board with a report (the “Report”) that addressed the operations of the Program and assessed its adequacy and effectiveness for the period from February 1, 2022 through January 31, 2023 (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. The Fund classified each of its investments into one of four liquidity categories based on the number of days reasonably needed to sell and convert a reasonably anticipated sized trade of each investment into cash without significantly impacting the price of the investments. The Program Administrator relied on a third-party data provider to facilitate the classification of the Fund’s investments based on criteria in the Fund’s Program. During the Reporting Period, the Fund did not hold more than 15% of its net assets in illiquid investments.

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 the Fund did not approach the 50% threshold, has made the determination that it is not necessary to assign a Highly Liquid Investment Minimum to the Fund as provided for in the Liquidity Rule.

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 the 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.

    

28

   

 

BBH PARTNER FUND – SMALL CAP EQUITY

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

April 30, 2023 (unaudited)

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 the 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 the Fund’s short-term and long-term cash flow projections.

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

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.

   

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

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

To obtain information or make shareholder inquiries:

 

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

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

 

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

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

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

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

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

 

      

Semi-Annual Report

APRIL 30, 2023

BBH Limited Duration Fund

 

BBH LIMITED DURATION FUND

PORTFOLIO ALLOCATION

April 30, 2023 (unaudited)

BREAKDOWN BY SECURITY TYPE

 

U.S. $ Value

 

Percent of
Net Assets

Asset Backed Securities

 

$

  1,768,890,097

 

23.4

%

Commercial Mortgage Backed Securities

 

 

458,845,430

 

6.1

 

Corporate Bonds

 

 

3,539,867,414

 

46.9

 

Loan Participations and Assignments

 

 

1,048,780,139

 

13.9

 

Municipal Bonds

 

 

138,640,664

 

1.8

 

Residential Mortgage Backed Securities

 

 

56,635,588

 

0.7

 

U.S. Government Agency Obligations

 

 

261,319,253

 

3.5

 

U.S. Treasury Bills

 

 

252,978,316

 

3.3

 

Cash and Other Assets in Excess of Liabilities

 

 

26,507,368

 

0.4

 

NET ASSETS

 

$

  7,552,464,269

 

100.0

%

All data as of April 30, 2023. 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, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

ASSET BACKED SECURITIES (23.4%)

       

 

 

 

 

$

10,000,000

 

AGL Core CLO 2, Ltd. 2019-2A (3-Month USD-LIBOR + 1.390%)1,2

 

04/20/32

 

6.640

%

 

$

9,904,959

 

13,113,546

 

AIM Aviation Finance, Ltd. 2015-1A1

 

02/15/40

 

6.213

 

 

 

8,323,915

 

1,427,869

 

AmeriCredit Automobile Receivables
Trust 2021-3

 

02/18/25

 

0.410

 

 

 

1,424,409

 

9,589,780

 

Amur Equipment Finance Receivables X LLC 2022-1A1

 

10/20/27

 

1.640

 

 

 

9,175,295

 

11,464,700

 

ARI Fleet Lease Trust 2022-A1

 

01/15/31

 

3.120

 

 

 

11,273,788

 

38,223,798

 

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

 

01/20/30

 

6.860

 

 

 

37,772,314

 

11,930,000

 

Avis Budget Rental Car Funding AESOP LLC 2023-3A1

 

02/22/28

 

5.440

 

 

 

12,021,645

 

4,145,016

 

Bankers Healthcare Group Securitization Trust 2020-A1

 

09/17/31

 

2.560

 

 

 

4,057,130

 

24,427,718

 

BHG Securitization Trust 2022-A1

 

02/20/35

 

1.710

 

 

 

23,338,080

 

15,422,000

 

BHG Securitization Trust 2023-A1

 

04/17/36

 

5.550

 

 

 

15,278,885

 

12,410,000

 

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

 

06/15/34

 

6.883

 

 

 

11,854,736

 

5,867,443

 

Business Jet Securities LLC 2020-1A1

 

11/15/35

 

2.981

 

 

 

5,548,593

 

9,554,338

 

Business Jet Securities LLC 2022-1A1

 

06/15/37

 

4.455

 

 

 

9,202,070

 

44,170,000

 

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

 

07/16/32

 

6.360

 

 

 

43,264,515

 

29,280,000

 

Carlyle US CLO, Ltd. 2019-2A (3-Month USD-LIBOR + 1.120%)1,2

 

07/15/32

 

6.380

 

 

 

28,762,933

 

6,073,297

 

CarMax Auto Owner Trust 2022-1

 

02/18/25

 

0.910

 

 

 

6,023,485

 

20,496,031

 

CARS-DB4 LP 2020-1A1

 

02/15/50

 

3.190

 

 

 

19,291,666

 

22,918,037

 

CF Hippolyta Issuer LLC 2020-11

 

07/15/60

 

1.690

 

 

 

20,795,655

 

9,274,109

 

Chesapeake Funding II LLC 2020-1A1

 

08/15/32

 

0.870

 

 

 

9,207,967

 

14,695,000

 

Chesapeake Funding II LLC 2023-1A1

 

05/15/35

 

5.650

 

 

 

14,755,558

 

25,000,000

 

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

 

10/01/32

 

6.673

 

 

 

24,196,025

 

4,736,395

 

CIG Auto Receivables Trust 2021-1A1

 

04/14/25

 

0.690

 

 

 

4,691,227

 

25,721,338

 

Credit Acceptance Auto Loan Trust 2020-3A1

 

10/15/29

 

1.240

 

 

 

25,379,363

 

6,470,000

 

Credit Acceptance Auto Loan Trust 2023-1A1

 

07/15/33

 

7.710

 

 

 

6,623,224

 

12,445,000

 

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

 

07/15/33

 

6.936

 

 

 

12,243,099

 

17,238,147

 

Dell Equipment Finance Trust 2022-11

 

08/23/27

 

2.110

 

 

 

17,060,987

 

12,453,096

 

Donlen Fleet Lease Funding 2 LLC 2021-21

 

12/11/34

 

0.560

 

 

 

12,112,178

 

17,180,000

 

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

 

01/15/34

 

6.340

 

 

 

16,844,990

 

4,393,414

 

ECAF I, Ltd. 2015-1A1

 

06/15/40

 

3.473

 

 

 

2,906,999

 

14,593,795

 

Elm Trust 2020-3A1

 

08/20/29

 

2.954

 

 

 

13,621,006

 

12,516,358

 

Enterprise Fleet Financing LLC 2022-11

 

01/20/28

 

3.030

 

 

 

12,204,753

 

12,500,000

 

Enterprise Fleet Financing LLC 2022-41

 

10/22/29

 

5.760

 

 

 

12,579,937

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

3

 

BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

ASSET BACKED SECURITIES (continued)

       

 

 

 

 

$

10,580,183

 

Exeter Automobile Receivables Trust 2022-6A

 

11/17/25

 

5.730

%

 

$

10,570,350

 

3,073,772

 

FCI Funding LLC 2021-1A1

 

04/15/33

 

1.130

 

 

 

2,933,643

 

25,588,914

 

Finance of America HECM Buyout 2022-HB11,2,3

 

02/25/32

 

2.695

 

 

 

24,253,070

 

50,300,000

 

Flexential Issuer 2021-1A1

 

11/27/51

 

3.250

 

 

 

45,163,143

 

11,468,986

 

FNA LLC 2019-14

 

12/10/31

 

3.000

 

 

 

9,748,638

 

5,006,211

 

Foursight Capital Automobile Receivables Trust 2022-11

 

09/15/25

 

1.150

 

 

 

4,947,066

 

3,180,809

 

FREED ABS Trust 2022-2CP1

 

05/18/29

 

3.030

 

 

 

3,172,565

 

20,502,244

 

Global SC Finance VII Srl 2020-1A1

 

10/17/40

 

2.170

 

 

 

18,637,866

 

21,094,496

 

Global SC Finance VII Srl 2020-2A1

 

11/19/40

 

2.260

 

 

 

19,156,279

 

5,572,911

 

GM Financial Consumer Automobile Receivables Trust 2022-1

 

02/18/25

 

0.760

 

 

 

5,529,022

 

50,750,000

 

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

 

10/19/29

 

2.944

 

 

 

45,004,831

 

10,353,659

 

HPEFS Equipment Trust 2022-1A1

 

05/21/29

 

1.020

 

 

 

10,263,368

 

21,000,000

 

HTS Fund I LLC 2021-11,4

 

08/25/36

 

1.411

 

 

 

18,421,200

 

10,258,034

 

Hyundai Auto Receivables Trust 2022-A

 

02/18/25

 

1.810

 

 

 

10,137,214

 

20,322,061

 

Kubota Credit Owner Trust 2022-1A1

 

04/15/25

 

2.340

 

 

 

20,006,882

 

16,279,442

 

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

 

03/20/30

 

6.230

 

 

 

16,042,306

 

10,673,534

 

Lendmark Funding Trust 2019-2A1

 

04/20/28

 

2.780

 

 

 

10,446,847

 

39,049,413

 

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

 

04/25/29

 

6.225

 

 

 

38,515,455

 

3,474,860

 

Mariner Finance Issuance Trust 2019-AA1

 

07/20/32

 

2.960

 

 

 

3,438,373

 

16,460,000

 

Mariner Finance Issuance Trust 2020-AA1

 

08/21/34

 

2.190

 

 

 

15,843,695

 

8,450,000

 

MCF CLO IX, Ltd. 2019-1A (3-Month CME Term SOFR + 1.500%)1,2

 

07/17/31

 

6.486

 

 

 

8,288,247

 

41,880,000

 

Monroe Capital Income Plus ABS Funding LLC 2022-1A1

 

04/30/32

 

4.050

 

 

 

37,200,928

 

12,410,000

 

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

 

05/20/34

 

6.674

 

 

 

12,118,776

 

47,600,000

 

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

 

01/20/35

 

6.288

 

 

 

46,838,400

 

40,570,000

 

New Residential Advance Receivables Trust Advance Receivables Backed 2020-T11

 

08/15/53

 

1.426

 

 

 

39,854,240

 

17,690,000

 

NextGear Floorplan Master Owner
Trust 2022-1A
1

 

03/15/27

 

2.800

 

 

 

16,964,471

 

27,914,018

 

NMEF Funding LLC 2022-A1

 

10/16/28

 

2.580

 

 

 

27,080,846

 

30,000,000

 

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

 

05/20/32

 

6.015

 

 

 

29,487,879

 

24,700,000

 

NRZ Advance Receivables Trust 2015-ON1 2020-T21

 

09/15/53

 

1.475

 

 

 

24,132,626

 

32,920,000

 

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

 

05/12/31

 

6.023

 

 

 

32,500,991

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

4

   

 

BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

ASSET BACKED SECURITIES (continued)

       

 

 

 

 

$

21,250,000

 

OnDeck Asset Securitization Trust III LLC
2021-1A
1

 

05/17/27

 

1.590

%

 

$

19,785,114

 

14,640,000

 

OneMain Financial Issuance Trust 2022-3A1

 

05/15/34

 

5.940

 

 

 

14,823,268

 

13,350,000

 

OneMain Financial Issuance Trust 2022-S11

 

05/14/35

 

4.130

 

 

 

12,978,564

 

13,366,382

 

Oportun Funding XIII LLC 2019-A1

 

08/08/25

 

3.080

 

 

 

13,092,877

 

25,000,000

 

Oportun Issuance Trust 2022-A1

 

06/09/31

 

5.050

 

 

 

24,319,588

 

56,210,000

 

Oportun Issuance Trust 2021-C1

 

10/08/31

 

2.180

 

 

 

50,971,065

 

2,593,608

 

OSCAR US Funding XIII LLC 2021-2A1

 

08/12/24

 

0.390

 

 

 

2,578,627

 

18,984,102

 

OSCAR US Funding XIV LLC 2022-1A1

 

03/10/25

 

1.600

 

 

 

18,691,096

 

25,930,000

 

Oxford Finance Funding LLC 2022-1A1

 

02/15/30

 

3.602

 

 

 

23,941,890

 

40,852,854

 

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

 

04/15/30

 

6.036

 

 

 

40,383,046

 

19,393,406

 

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

 

08/20/32

 

6.265

 

 

 

19,085,855

 

1,413,788

 

Pawnee Equipment Receivables Series
LLC 2020-1
1

 

11/17/25

 

1.370

 

 

 

1,405,561

 

47,670,000

 

PFS Financing Corp. 2022-A1

 

02/15/27

 

2.470

 

 

 

45,462,369

 

19,980,000

 

PFS Financing Corp. 2022-C1

 

05/15/27

 

3.890

 

 

 

19,495,923

 

9,810,000

 

PFS Financing Corp. 2023-A1

 

03/15/28

 

5.800

 

 

 

10,042,527

 

18,070,000

 

Regional Management Issuance Trust 2020-11

 

10/15/30

 

2.340

 

 

 

17,306,087

 

16,470,000

 

Republic Finance Issuance Trust 2020-A1

 

11/20/30

 

2.470

 

 

 

15,782,974

 

56,030,000

 

Republic Finance Issuance Trust 2021-A1

 

12/22/31

 

2.300

 

 

 

51,835,477

 

34,490,000

 

Santander Revolving Auto Loan Trust 2019-A1

 

01/26/32

 

2.510

 

 

 

32,922,736

 

17,537,720

 

SCF Equipment Leasing LLC 2022-1A1

 

02/22/28

 

2.060

 

 

 

17,182,073

 

8,922,669

 

Shenton Aircraft Investment I, Ltd. 2015-1A1

 

10/15/42

 

4.750

 

 

 

7,316,856

 

22,755,000

 

Southwick Park CLO LLC 2019-4A (3-Month USD-LIBOR + 1.060%)1,2

 

07/20/32

 

6.310

 

 

 

22,414,155

 

36,479,131

 

Stack Infrastructure Issuer LLC 2019-1A1

 

02/25/44

 

4.540

 

 

 

35,833,162

 

19,160,000

 

Stack Infrastructure Issuer LLC 2020-1A1

 

08/25/45

 

1.893

 

 

 

17,472,671

 

14,047,321

 

SWC Funding LLC 2018-1A1

 

08/15/33

 

4.750

 

 

 

13,833,465

 

50,790,000

 

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

 

07/15/32

 

6.320

 

 

 

50,081,490

 

12,760,000

 

Synchrony Card Funding LLC 2022-A1

 

04/15/28

 

3.370

 

 

 

12,438,998

 

12,920,000

 

Vantage Data Centers Issuer LLC 2023-1A1

 

03/16/48

 

6.316

 

 

 

12,871,020

 

7,897,498

 

Veros Auto Receivables Trust 2022-11

 

12/15/25

 

3.470

 

 

 

7,786,968

 

18,264,816

 

VFI ABS LLC 2022-1A1

 

03/24/28

 

2.230

 

 

 

17,738,369

 

4,992,035

 

Volkswagen Auto Loan Enhanced Trust 2021-1

 

10/21/24

 

0.490

 

 

 

4,970,400

 

4,212,942

 

Westlake Automobile Receivables
Trust 2021-2A
1

 

04/15/25

 

0.320

 

 

 

4,194,392

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

5

 

BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

ASSET BACKED SECURITIES (continued)

       

 

 

 

 

$

836,834

 

Westlake Automobile Receivables
Trust 2021-3A
1

 

09/16/24

 

0.570

%

 

$

835,192

 

10,751,862

 

Westlake Automobile Receivables
Trust 2022-1A
1

 

12/16/24

 

1.970

 

 

 

10,687,491

 

30,695,394

 

Wheels Fleet Lease Funding 1 LLC 2022-1A1

 

10/18/36

 

2.470

 

 

 

29,888,148

 

   

Total Asset Backed Securities
(Cost $1,845,527,221)

 

 

 

1,768,890,097

 

             

 

 

 

 

 

   

COMMERCIAL MORTGAGE BACKED SECURITIES (6.1%)

       

 

 

 

 

 

26,807,000

 

BB-UBS Trust 2012-TFT1,2,3

 

06/05/30

 

3.559

 

 

 

23,609,877

 

9,350,000

 

BLP Commercial Mortgage Trust 2023-IND (1-Month CME Term SOFR + 1.692%)1,2

 

03/15/40

 

6.582

 

 

 

9,288,251

 

20,300,000

 

BPR Trust 2022-OANA (1-Month CME Term SOFR + 1.898%)1,2

 

04/15/37

 

6.788

 

 

 

19,765,550

 

11,334,378

 

BX Commercial Mortgage Trust 2019-XL (1-Month CME Term SOFR + 1.034%)1,2

 

10/15/36

 

5.924

 

 

 

11,213,370

 

18,100,000

 

BX Commercial Mortgage Trust 2022-CSMO (1-Month CME Term SOFR + 2.115%)1,2

 

06/15/27

 

7.004

 

 

 

17,895,798

 

51,135,720

 

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

 

02/15/39

 

5.902

 

 

 

49,564,759

 

459,282

 

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

 

06/15/34

 

5.993

 

 

 

452,083

 

30,260,931

 

BXMT, Ltd. 2020-FL2 (1-Month CME Term SOFR + 1.014%)1,2

 

02/15/38

 

5.904

 

 

 

28,592,352

 

20,990,000

 

BXMT, Ltd. 2020-FL3 (1-Month CME Term SOFR + 1.514%)1,2

 

11/15/37

 

6.404

 

 

 

19,844,658

 

17,250,000

 

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

 

05/15/38

 

5.998

 

 

 

16,236,562

 

31,329,000

 

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

 

11/15/31

 

7.848

 

 

 

28,446,613

 

18,200,276

 

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

 

11/15/36

 

5.948

 

 

 

17,879,360

 

23,600,000

 

Life Mortgage Trust 2022-BMR2 (1-Month CME Term SOFR + 1.295%)1,2

 

05/15/39

 

6.185

 

 

 

23,104,424

 

17,986,565

 

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

 

11/15/38

 

5.898

 

 

 

17,446,311

 

33,690,000

 

MHC Commercial Mortgage Trust 2021-MHC (1-Month CME Term SOFR + 0.915%)1,2

 

04/15/38

 

5.805

 

 

 

32,889,478

 

16,040,000

 

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

 

03/15/39

 

6.286

 

 

 

15,738,324

 

3,236,951

 

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

 

04/14/38

 

5.798

 

 

 

3,183,831

 

21,233,895

 

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

 

01/25/37

 

6.474

 

 

 

20,810,897

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

6

   

 

BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

COMMERCIAL MORTGAGE BACKED SECURITIES (continued)

   

 

 

 

 

$

46,350,000

 

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

 

02/15/39

 

6.440

%

 

$

43,931,911

 

15,766,720

 

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

 

07/15/38

 

6.088

 

 

 

15,554,208

 

24,300,000

 

Taubman Centers Commercial Mortgage Trust 2022-DPM (1-Month CME Term SOFR + 2.186%)1,2

 

05/15/37

 

7.076

 

 

 

23,447,075

 

20,000,000

 

WMRK Commercial Mortgage Trust 2022-WMRK (1-Month CME Term SOFR + 2.789%)1,2

 

11/15/27

 

7.679

 

 

 

19,949,738

 

   

Total Commercial Mortgage Backed Securities
(Cost $476,728,246)

 

 

 

458,845,430

 

             

 

 

 

 

 

   

CORPORATE BONDS (46.9%)

       

 

 

 

 

 

   

AUTO MANUFACTURERS (1.6%)

       

 

 

 

 

 

45,590,000

 

Daimler Truck Finance North America LLC (SOFR + 0.500%)1,2

 

06/14/23

 

5.295

 

 

 

45,593,219

 

16,000,000

 

Daimler Truck Finance North America LLC1

 

01/17/25

 

5.200

 

 

 

16,049,176

 

23,920,000

 

General Motors Financial Co., Inc.

 

04/06/26

 

5.400

 

 

 

23,932,741

 

11,055,000

 

Hyundai Capital America1

 

03/30/26

 

5.500

 

 

 

11,103,024

 

25,455,000

 

Mercedes-Benz Finance North America LLC1

 

03/30/26

 

4.800

 

 

 

25,643,978

 

             

 

 

 

122,322,138

 

   

BANKS (13.1%)

       

 

 

 

 

 

51,125,000

 

Bank of Montreal

 

01/10/25

 

1.500

 

 

 

48,152,932

 

34,710,000

 

Bank of New Zealand1

 

02/20/24

 

3.500

 

 

 

34,225,934

 

19,870,000

 

Bank of New Zealand1

 

02/07/28

 

4.846

 

 

 

19,900,710

 

58,070,000

 

Bank of Nova Scotia

 

03/11/24

 

2.440

 

 

 

56,502,538

 

32,500,000

 

Bank of Nova Scotia (SOFR + 0.380%)2

 

07/31/24

 

5.219

 

 

 

32,313,086

 

15,015,000

 

Bank of Nova Scotia

 

01/10/25

 

1.450

 

 

 

14,119,876

 

19,725,000

 

Canadian Imperial Bank of Commerce

 

04/28/28

 

5.001

 

 

 

19,812,584

 

33,540,000

 

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

 

07/07/25

 

5.237

 

 

 

33,239,817

 

65,000,000

 

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

 

09/30/25

 

0.856

 

 

 

60,875,407

 

38,570,000

 

Fifth Third Bancorp

 

01/25/24

 

3.650

 

 

 

37,924,651

 

20,810,000

 

Goldman Sachs Group, Inc.

 

12/06/23

 

1.217

 

 

 

20,320,713

 

29,665,000

 

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

 

08/17/24

 

0.732

 

 

 

29,187,489

 

33,350,000

 

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

 

06/04/26

 

2.099

 

 

 

31,053,487

 

5,780,000

 

HSBC Holdings, Plc. (SOFR + 3.030%)2

 

11/03/26

 

7.336

 

 

 

6,060,896

 

24,145,000

 

Huntington National Bank (SOFR + 1.215%)2

 

11/18/25

 

5.699

 

 

 

23,575,269

 

33,270,000

 

JPMorgan Chase & Co. (3-Month CME Term SOFR + 1.585%)2

 

03/13/26

 

2.005

 

 

 

31,374,491

 

18,760,000

 

KeyBank NA

 

11/15/27

 

5.850

 

 

 

18,734,578

 

33,923,000

 

Lloyds Banking Group, Plc.

 

03/12/24

 

3.900

 

 

 

33,350,571

 

24,865,000

 

Lloyds Banking Group, Plc. (1-Year CMT Index + 1.600%)2

 

03/18/26

 

3.511

 

 

 

23,919,781

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

7

 

BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

CORPORATE BONDS (continued)

       

 

 

 

 

 

   

BANKS (continued)

       

 

 

 

 

$

17,755,000

 

Lloyds Banking Group, Plc. (1-Year CMT Index + 1.800%)2

 

03/18/28

 

3.750

%

 

$

16,700,142

 

39,660,000

 

Mitsubishi UFJ Financial Group, Inc.

 

07/17/25

 

1.412

 

 

 

36,477,885

 

42,665,000

 

Morgan Stanley (SOFR + 1.770%)2

 

10/16/26

 

6.138

 

 

 

43,786,291

 

20,000,000

 

National Australia Bank, Ltd.

 

01/12/26

 

4.966

 

 

 

20,244,317

 

24,915,000

 

Royal Bank of Canada

 

08/03/27

 

4.240

 

 

 

24,390,820

 

16,070,000

 

Santander Holdings USA, Inc.

 

06/07/24

 

3.500

 

 

 

15,645,528

 

26,360,000

 

Skandinaviska Enskilda Banken AB1

 

09/09/24

 

0.650

 

 

 

24,812,035

 

10,085,000

 

State Street Corp. (SOFR + 1.353%)2

 

11/04/26

 

5.751

 

 

 

10,252,841

 

14,435,000

 

Truist Financial Corp. (SOFR + 1.626%)2

 

10/28/26

 

5.900

 

 

 

14,500,034

 

53,570,000

 

UBS Group AG (1-Year CMT Index + 1.550%)1,2

 

01/12/27

 

5.711

 

 

 

53,417,577

 

42,990,000

 

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

     

3.700

 

 

 

33,102,300

 

22,750,000

 

US Bancorp (SOFR + 1.430%)2

 

10/21/26

 

5.727

 

 

 

22,908,526

 

14,870,000

 

Wells Fargo & Co. (SOFR + 1.600%)2

 

06/02/24

 

1.654

 

 

 

14,820,273

 

19,370,000

 

Wells Fargo & Co. (SOFR + 2.000%)2

 

04/30/26

 

2.188

 

 

 

18,247,235

 

7,920,000

 

Wells Fargo & Co. (SOFR + 1.560%)2

 

08/15/26

 

4.540

 

 

 

7,801,489

 

26,655,000

 

Westpac Banking Corp.

 

11/18/27

 

5.457

 

 

 

27,674,462

 

30,895,000

 

Westpac New Zealand, Ltd.1

 

02/15/28

 

4.902

 

 

 

30,901,157

 

             

 

 

 

990,327,722

 

   

BEVERAGES (0.3%)

       

 

 

 

 

 

8,175,000

 

Constellation Brands, Inc.

 

05/09/24

 

3.600

 

 

 

8,040,666

 

15,335,000

 

Diageo Capital, Plc.

 

10/24/25

 

5.200

 

 

 

15,565,618

 

             

 

 

 

23,606,284

 

   

DIVERSIFIED FINANCIAL SERVICES (4.0%)

       

 

 

 

 

 

11,426,000

 

AerCap Ireland Capital DAC / AerCap Global Aviation Trust

 

09/15/23

 

4.500

 

 

 

11,355,926

 

47,945,000

 

AerCap Ireland Capital DAC / AerCap Global Aviation Trust

 

02/15/24

 

3.150

 

 

 

46,835,457

 

21,450,000

 

AerCap Ireland Capital DAC / AerCap Global Aviation Trust

 

10/29/24

 

1.750

 

 

 

20,101,531

 

33,230,000

 

Aviation Capital Group LLC1

 

12/15/24

 

5.500

 

 

 

32,788,385

 

33,535,000

 

Avolon Holdings Funding, Ltd.1

 

01/15/26

 

5.500

 

 

 

32,914,291

 

37,385,000

 

Bread Financial Holdings, Inc.1

 

12/15/24

 

4.750

 

 

 

32,997,567

 

45,285,000

 

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

 

12/06/24

 

1.343

 

 

 

43,822,217

 

14,430,000

 

Credit Acceptance Corp.1

 

12/31/24

 

5.125

 

 

 

13,746,514

 

2,785,000

 

Credit Acceptance Corp.

 

03/15/26

 

6.625

 

 

 

2,661,522

 

48,895,000

 

Drawbridge Special Opportunities Fund LP / Drawbridge Special Opportunities Finance1

 

02/15/26

 

3.875

 

 

 

43,541,596

 

25,095,000

 

Strategic Credit Opportunities Partners LLC

 

04/01/26

 

4.250

 

 

 

22,655,942

 

             

 

 

 

303,420,948

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

8

   

 

BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

CORPORATE BONDS (continued)

       

 

 

 

 

 

   

ELECTRIC (4.2%)

       

 

 

 

 

$

74,190,000

 

Alexander Funding Trust1

 

11/15/23

 

1.841

%

 

$

72,103,618

 

16,025,000

 

Constellation Energy Generation LLC

 

06/01/25

 

3.250

 

 

 

15,408,891

 

39,340,000

 

Duke Energy Corp. (SOFR + 0.250%)2

 

06/10/23

 

5.048

 

 

 

39,333,658

 

48,502,579

 

Duke Energy Progress NC Storm Funding LLC

 

07/01/30

 

1.295

 

 

 

43,547,392

 

61,690,000

 

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

     

5.375

 

 

 

54,936,488

 

25,345,000

 

New York State Electric & Gas Corp.

 

05/01/23

 

5.750

 

 

 

25,345,000

 

27,010,000

 

Southern Co. (SOFR Index + 0.370%)2

 

05/10/23

 

5.083

 

 

 

27,006,905

 

36,892,000

 

Vistra Operations Co. LLC1

 

09/01/26

 

5.500

 

 

 

36,148,323

 

             

 

 

 

313,830,275

 

   

HEALTHCARE-PRODUCTS (0.7%)

       

 

 

 

 

 

22,215,000

 

Medtronic Global Holdings SCA

 

03/30/28

 

4.250

 

 

 

22,291,948

 

30,000,000

 

Thermo Fisher Scientific, Inc.

 

10/18/23

 

0.797

 

 

 

29,404,384

 

             

 

 

 

51,696,332

 

   

HEALTHCARE-SERVICES (0.8%)

       

 

 

 

 

 

60,630,000

 

Sutter Health

 

08/15/25

 

1.321

 

 

 

55,927,197

 

             

 

 

 

 

 

   

INSURANCE (10.2%)

       

 

 

 

 

 

16,760,000

 

Athene Global Funding1

 

01/08/24

 

0.950

 

 

 

16,125,427

 

18,000,000

 

Athene Global Funding1

 

01/14/25

 

2.500

 

 

 

17,051,544

 

14,345,000

 

Athene Global Funding1

 

06/29/25

 

2.550

 

 

 

13,307,926

 

84,507,000

 

Corebridge Global Funding1

 

09/13/23

 

0.400

 

 

 

82,870,467

 

26,595,000

 

Equitable Financial Life Global Funding1

 

11/12/24

 

1.100

 

 

 

25,096,357

 

59,274,000

 

F&G Global Funding1

 

09/20/24

 

0.900

 

 

 

55,305,904

 

64,675,000

 

GA Global Funding Trust1

 

12/08/23

 

1.250

 

 

 

62,747,014

 

50,000,000

 

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

 

09/13/24

 

5.301

 

 

 

48,533,190

 

44,790,000

 

Met Tower Global Funding1

 

09/14/26

 

1.250

 

 

 

39,940,425

 

73,445,000

 

New York Life Global Funding1

 

01/14/25

 

1.450

 

 

 

69,387,012

 

74,165,000

 

Northwestern Mutual Global Funding1

 

03/25/24

 

0.600

 

 

 

71,282,617

 

19,330,000

 

Pacific Life Global Funding II1

 

06/24/25

 

1.200

 

 

 

17,777,007

 

37,490,000

 

Pacific Life Global Funding II1

 

04/04/28

 

4.900

 

 

 

37,637,055

 

37,180,000

 

Pricoa Global Funding I1

 

12/06/24

 

1.150

 

 

 

34,925,033

 

47,175,000

 

Principal Life Global Funding II1

 

01/10/25

 

1.375

 

 

 

44,278,931

 

29,855,000

 

Protective Life Global Funding1

 

07/05/24

 

0.781

 

 

 

28,295,016

 

42,465,000

 

Protective Life Global Funding1

 

01/13/25

 

1.646

 

 

 

39,964,660

 

37,290,000

 

SiriusPoint, Ltd.1

 

11/01/26

 

4.600

 

 

 

32,181,270

 

31,750,000

 

United Insurance Holdings Corp.

 

12/15/27

 

7.250

 

 

 

20,637,500

 

4,205,000

 

Universal Insurance Holdings, Inc.

 

11/30/26

 

5.625

 

 

 

3,775,913

 

11,950,000

 

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

 

01/06/26

 

7.144

 

 

 

11,506,655

 

             

 

 

 

772,626,923

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

9

 

BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

CORPORATE BONDS (continued)

       

 

 

 

 

 

   

INVESTMENT COMPANIES (6.7%)

       

 

 

 

 

$

41,185,000

 

BlackRock TCP Capital Corp.

 

08/23/24

 

3.900

%

 

$

39,814,332

 

46,600,000

 

Blackstone Private Credit Fund

 

09/15/24

 

1.750

 

 

 

43,482,862

 

30,840,000

 

Blackstone Private Credit Fund

 

11/22/24

 

2.350

 

 

 

28,761,652

 

24,645,000

 

Blackstone Secured Lending Fund

 

07/14/23

 

3.650

 

 

 

24,462,370

 

9,654,000

 

Blackstone Secured Lending Fund

 

01/15/26

 

3.625

 

 

 

8,873,517

 

18,375,000

 

Franklin BSP Lending Corp.1

 

12/15/24

 

4.850

 

 

 

17,670,700

 

26,475,000

 

Franklin BSP Lending Corp.

 

03/30/26

 

3.250

 

 

 

23,617,173

 

28,550,000

 

FS KKR Capital Corp.

 

07/15/24

 

4.625

 

 

 

27,760,052

 

18,859,000

 

FS KKR Capital Corp.

 

02/01/25

 

4.125

 

 

 

17,879,925

 

42,821,000

 

FS KKR Capital Corp.1

 

02/14/25

 

4.250

 

 

 

40,434,629

 

39,855,000

 

Golub Capital BDC, Inc.

 

04/15/24

 

3.375

 

 

 

38,541,361

 

49,650,000

 

Main Street Capital Corp.

 

05/01/24

 

5.200

 

 

 

48,798,999

 

33,980,000

 

Main Street Capital Corp.

 

07/14/26

 

3.000

 

 

 

29,895,771

 

31,201,000

 

Owl Rock Capital Corp.

 

04/15/24

 

5.250

 

 

 

30,698,109

 

10,000,000

 

Owl Rock Capital Corp.

 

03/30/25

 

4.000

 

 

 

9,427,088

 

27,070,000

 

Owl Rock Capital Corp. II1

 

11/26/24

 

4.625

 

 

 

26,101,031

 

18,000,000

 

OWL Rock Core Income Corp.

 

09/23/26

 

3.125

 

 

 

15,629,434

 

20,015,000

 

Owl Rock Technology Finance Corp.1

 

12/15/25

 

4.750

 

 

 

18,219,568

 

17,345,000

 

PennantPark Investment Corp.

 

11/01/26

 

4.000

 

 

 

15,517,698

 

             

 

 

 

505,586,271

 

   

OIL & GAS (0.4%)

       

 

 

 

 

 

20,480,000

 

Pioneer Natural Resources Co.

 

03/29/26

 

5.100

 

 

 

20,683,310

 

10,072,000

 

Woodside Finance, Ltd.1

 

09/15/26

 

3.700

 

 

 

9,676,169

 

             

 

 

 

30,359,479

 

   

PHARMACEUTICALS (0.5%)

       

 

 

 

 

 

22,745,000

 

CVS Health Corp.

 

02/20/26

 

5.000

 

 

 

23,012,147

 

15,315,000

 

McKesson Corp.

 

02/15/26

 

5.250

 

 

 

15,321,445

 

             

 

 

 

38,333,592

 

   

PIPELINES (0.6%)

       

 

 

 

 

 

16,986,000

 

EnLink Midstream Partners LP

 

06/01/25

 

4.150

 

 

 

16,424,400

 

31,985,000

 

Northriver Midstream Finance LP1

 

02/15/26

 

5.625

 

 

 

30,031,996

 

             

 

 

 

46,456,396

 

   

REAL ESTATE INVESTMENT TRUSTS (1.5%)

       

 

 

 

 

 

9,290,000

 

American Tower Trust #11

 

03/15/28

 

5.490

 

 

 

9,487,326

 

25,360,000

 

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

 

04/01/27

 

5.875

 

 

 

23,443,724

 

23,540,000

 

HAT Holdings I LLC / HAT Holdings II LLC1

 

06/15/26

 

3.375

 

 

 

20,894,272

 

14,480,000

 

Realty Income Corp.

 

01/13/26

 

5.050

 

 

 

14,482,370

 

29,500,000

 

Rexford Industrial Realty LP

 

06/15/28

 

5.000

 

 

 

29,311,988

 

19,215,000

 

Scentre Group Trust 1 / Scentre Group Trust 21

 

01/28/26

 

3.625

 

 

 

18,481,447

 

             

 

 

 

116,101,127

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

10

   

 

BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

CORPORATE BONDS (continued)

       

 

 

 

 

 

   

RETAIL (1.1%)

       

 

 

 

 

$

11,000,000

 

Nordstrom, Inc.

 

04/08/24

 

2.300

%

 

$

10,478,490

 

72,275,000

 

Walgreens Boots Alliance, Inc.

 

11/17/23

 

0.950

 

 

 

70,542,705

 

             

 

 

 

81,021,195

 

   

SEMICONDUCTORS (0.8%)

       

 

 

 

 

 

33,545,000

 

ams-OSRAM AG1

 

07/31/25

 

7.000

 

 

 

31,331,030

 

25,270,000

 

Intel Corp.

 

02/10/28

 

4.875

 

 

 

25,714,106

 

             

 

 

 

57,045,136

 

   

TRUCKING & LEASING (0.4%)

       

 

 

 

 

 

31,000,000

 

Penske Truck Leasing Co. LP / PTL
Finance Corp.
1

 

05/01/28

 

5.550

 

 

 

31,206,399

 

   

Total Corporate Bonds
(Cost $3,702,020,831)

 

 

 

3,539,867,414

 

             

 

 

 

 

 

   

LOAN PARTICIPATIONS AND ASSIGNMENTS (13.9%)

       

 

 

 

 

 

36,085,000

 

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

 

04/20/28

 

10.000

 

 

 

36,290,324

 

21,597,282

 

Allen Media LLC (3-Month CME Term SOFR + 5.500%)2

 

02/10/27

 

10.548

 

 

 

18,965,221

 

20,729,217

 

Allspring Buyer LLC (3-Month USD-LIBOR + 3.000%)2

 

11/01/28

 

8.188

 

 

 

20,642,776

 

6,671,475

 

Allspring Buyer LLC (3-Month CME Term SOFR + 3.750%)2

 

11/01/28

 

8.648

 

 

 

6,660,334

 

46,574,556

 

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

 

09/07/27

 

6.775

 

 

 

46,349,136

 

6,861,382

 

Avantor Funding, Inc. Term B5 (1-Month CME Term SOFR + 2.250%)2

 

11/08/27

 

7.332

 

 

 

6,849,581

 

20,775,495

 

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

 

01/15/25

 

6.703

 

 

 

20,691,770

 

14,662,500

 

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

 

12/01/27

 

7.203

 

 

 

14,625,844

 

13,732,250

 

Axalta Coating Systems Dutch Holding B BV (Axalta Coating Systems U.S. Holdings, Inc.) Term B4 (3-Month CME Term SOFR + 3.000%)2

 

12/20/29

 

7.898

 

 

 

13,758,067

 

10,279,543

 

BCP Renaissance Parent LLC Term B3 (3-Month CME Term SOFR + 3.500%)2

 

11/02/26

 

8.398

 

 

 

10,176,747

 

35,791,969

 

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

 

11/01/26

 

7.090

 

 

 

35,673,855

 

35,976,932

 

Charter Communications Operating LLC Term B1 (1-Month CME Term SOFR + 1.750%)2

 

04/30/25

 

6.795

 

 

 

35,907,137

 

24,491,572

 

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

 

04/30/26

 

8.275

 

 

 

24,425,200

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

11

 

BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

LOAN PARTICIPATIONS AND ASSIGNMENTS (continued)

       

 

 

 

 

$

19,750,000

 

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

 

10/08/28

 

7.025

%

 

$

19,824,062

 

25,891,030

 

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

 

10/06/23

 

6.909

 

 

 

25,880,156

 

21,414,067

 

Eastern Power LLC (3-Month USD-LIBOR + 3.750%)2

 

10/02/25

 

8.909

 

 

 

20,108,452

 

45,343,006

 

Elanco Animal Health, Inc. (1-Month CME Term SOFR + 1.750%)2

 

08/01/27

 

6.653

 

 

 

44,005,387

 

21,648,966

 

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

 

03/15/28

 

6.813

 

 

 

21,614,111

 

3,481,042

 

Icon Plc. (3-Month CME Term SOFR + 2.250%)2

 

07/03/28

 

7.410

 

 

 

3,478,675

 

13,971,639

 

Icon Plc. (3-Month CME Term SOFR + 2.250%)2

 

07/03/28

 

7.410

 

 

 

13,962,138

 

6,309,540

 

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

 

01/17/25

 

6.775

 

 

 

6,299,697

 

18,810,890

 

Iqvia, Inc. Term B3 (1-Month USD-LIBOR + 1.750%)2

 

06/11/25

 

6.775

 

 

 

18,763,862

 

31,310,309

 

Iridium Satellite LLC Term B2 (1-Month CME Term SOFR + 2.500%)2

 

11/04/26

 

7.582

 

 

 

31,254,263

 

32,820,570

 

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

 

05/05/28

 

8.525

 

 

 

32,770,682

 

48,410,455

 

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

 

01/31/25

 

7.097

 

 

 

44,860,516

 

22,500,060

 

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

 

03/15/27

 

7.347

 

 

 

15,226,241

 

36,233,225

 

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

 

09/01/28

 

9.203

 

 

 

30,987,016

 

38,205,648

 

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

 

10/01/25

 

8.427

 

 

 

38,044,420

 

50,000,000

 

NVA Holdings Parent LLC (1-Month CME Term SOFR + 1.750%)2,4

 

12/16/24

 

6.847

 

 

 

48,505,000

 

45,548,888

 

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

 

06/02/28

 

8.000

 

 

 

45,454,146

 

15,000,000

 

Setanta Aircraft Leasing DAC (3-Month USD-LIBOR + 2.000%)2

 

11/05/28

 

7.159

 

 

 

14,922,300

 

40,500,000

 

SkyMiles IP, Ltd. (3-Month CME Term SOFR + 3.750%)2

 

10/20/27

 

8.798

 

 

 

41,928,840

 

11,414,426

 

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

 

04/16/25

 

6.775

 

 

 

11,387,031

 

9,381,382

 

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

 

04/16/25

 

6.775

 

 

 

9,358,867

 

7,806,233

 

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

 

04/16/25

 

6.775

 

 

 

7,787,732

 

17,312,137

 

UGI Energy Services LLC (1-Month CME Term SOFR + 3.250%)2

 

02/22/30

 

8.332

 

 

 

17,157,020

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

12

   

 

BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

LOAN PARTICIPATIONS AND ASSIGNMENTS (continued)

       

 

 

 

 

$

47,652,500

 

United AirLines, Inc. Term B (1-Month USD-LIBOR + 3.750%)2

 

04/21/28

 

8.770

%

 

$

47,429,010

 

30,618,218

 

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

 

12/31/25

 

6.759

 

 

 

30,468,495

 

18,525,000

 

Vontier Corp. (3-Month USD-LIBOR + 1.125%)2

 

10/28/24

 

6.015

 

 

 

18,432,375

 

41,357,776

 

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

 

05/30/25

 

6.775

 

 

 

41,291,190

 

57,716,799

 

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

 

09/20/24

 

6.780

 

 

 

56,562,463

 

   

Total Loan Participations and Assignments
(Cost $1,070,736,379)

 

 

 

1,048,780,139

 

             

 

 

 

 

 

   

MUNICIPAL BONDS (1.8%)

       

 

 

 

 

 

31,000,000

 

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

 

08/01/52

 

4.423

 

 

 

29,513,156

 

10,710,000

 

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

 

12/15/26

 

6.250

 

 

 

11,188,644

 

99,360,000

 

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

 

09/15/27

 

3.902

 

 

 

97,938,864

 

   

Total Municipal Bonds
(Cost $141,642,810)

 

 

 

138,640,664

 

             

 

 

 

 

 

   

RESIDENTIAL MORTGAGE BACKED SECURITIES (0.7%)

       

 

 

 

 

 

10,122,026

 

Cascade Funding Mortgage Trust 2019-RM31,2,3

 

06/25/69

 

2.800

 

 

 

9,774,081

 

9,514,356

 

CFMT LLC 2021-HB51,2,3

 

02/25/31

 

0.801

 

 

 

9,156,947

 

1,647,280

 

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

 

08/18/60

 

5.909

 

 

 

1,645,923

 

936,990

 

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

 

11/18/60

 

5.859

 

 

 

936,066

 

1,841,198

 

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

 

02/10/51

 

5.840

 

 

 

1,834,669

 

4,937,510

 

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

 

02/07/52

 

5.940

 

 

 

4,929,425

 

7,779,744

 

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

 

07/10/52

 

5.590

 

 

 

7,731,394

 

15,684,408

 

RMF Buyout Issuance Trust 2021-HB11,2,3

 

11/25/31

 

1.259

 

 

 

14,997,759

 

6,846,904

 

RMF Proprietary Issuance Trust 2019-11,2,3

 

10/25/63

 

2.750

 

 

 

5,629,324

 

   

Total Residential Mortgage Backed Securities
(Cost $59,258,291)

 

 

 

56,635,588

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

13

 

BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

U.S. GOVERNMENT AGENCY OBLIGATIONS (3.5%)

       

 

 

 

 

$

15,622,000

 

Federal Farm Credit Banks Funding Corp.

 

08/25/25

 

0.610

%

 

$

14,381,587

 

85,000,000

 

Federal Home Loan Bank Discount Notes6

 

05/01/23

 

0.000

 

 

 

85,000,000

 

36,000,000

 

Federal Home Loan Mortgage Corp.

 

05/19/23

 

0.250

 

 

 

35,909,215

 

40,168,000

 

Federal Home Loan Mortgage Corp.

 

10/27/25

 

0.600

 

 

 

36,801,828

 

26,490,000

 

Federal Home Loan Mortgage Corp.

 

10/27/25

 

0.625

 

 

 

24,285,505

 

40,500,000

 

Federal Home Loan Mortgage Corp.

 

11/12/25

 

0.600

 

 

 

37,070,389

 

24,040,000

 

Federal Home Loan Mortgage Corp.

 

11/25/25

 

0.625

 

 

 

21,998,568

 

14,262

 

Federal Home Loan Mortgage Corp. (FHLMC) Non Gold Guaranteed (1-Year USD-LIBOR + 1.786%)2

 

04/01/36

 

2.765

 

 

 

13,986

 

12,525

 

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

 

12/01/36

 

3.865

 

 

 

12,181

 

10,346

 

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

 

01/01/37

 

3.995

 

 

 

10,161

 

2,655,134

 

Federal National Mortgage Association (FNMA)

 

07/01/35

 

5.000

 

 

 

2,703,787

 

163,304

 

Federal National Mortgage Association (FNMA)

 

11/01/35

 

5.500

 

 

 

169,205

 

19,798

 

Federal National Mortgage Association (FNMA) (1-Year USD-LIBOR + 1.933%)2

 

07/01/36

 

4.183

 

 

 

20,282

 

32,044

 

Federal National Mortgage Association (FNMA) (1-Year USD-LIBOR + 1.721%)2

 

09/01/36

 

3.971

 

 

 

31,982

 

22,207

 

Federal National Mortgage Association (FNMA) (1-Year USD-LIBOR + 1.729%)2

 

01/01/37

 

4.074

 

 

 

21,910

 

154,623

 

Federal National Mortgage Association (FNMA)

 

08/01/37

 

5.500

 

 

 

160,211

 

1,872,301

 

Federal National Mortgage Association (FNMA)

 

08/01/37

 

5.500

 

 

 

1,936,993

 

738,954

 

Federal National Mortgage Association (FNMA)

 

06/01/40

 

6.500

 

 

 

787,533

 

4,022

 

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

 

08/20/29

 

2.625

 

 

 

3,930

 

   

Total U.S. Government Agency Obligations
(Cost $273,754,405)

 

 

 

261,319,253

 

             

 

 

 

 

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

14

   

 

BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

 

U.S. TREASURY BILLS (3.3%)

       

 

 

 

 

$

53,500,000

 

U.S. Treasury Bill6

 

05/09/23

 

0.000

%

 

$

53,447,445

 

79,750,000

 

U.S. Treasury Bill6

 

05/25/23

 

0.000

 

 

 

79,509,479

 

7,000,000

 

U.S. Treasury Bill6,7

 

07/06/23

 

0.000

 

 

 

6,936,796

 

97,500,000

 

U.S. Treasury Bill6,7

 

07/18/23

 

0.000

 

 

 

96,459,330

 

17,000,000

 

U.S. Treasury Bill6

 

10/12/23

 

0.000

 

 

 

16,625,266

 

   

Total U.S. Treasury Bills
(
Cost $253,027,251)

 

 

 

252,978,316

 

             

 

 

 

 

 

TOTAL INVESTMENTS (Cost $7,822,695,434)8

 

99.6

%

 

$

7,525,956,901

 

CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES

 

0.4

%

 

 

26,507,368

 

NET ASSETS

 

100.0

%

 

$

7,552,464,269

____________

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, 2023 was $3,868,722,728 or 51.2% 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, 2023 coupon or interest rate.

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

4   Security that used significant unobservable inputs to determine fair value.

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

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

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

8  The aggregate cost for federal income tax purposes is $7,822,695,434, the aggregate gross unrealized appreciation is $9,972,354 and the aggregate gross unrealized depreciation is $316,385,925, resulting in net unrealized depreciation of $306,413,571.

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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

15

 

BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

FINANCIAL FUTURES CONTRACTS

The following futures contracts were open at April 30, 2023:

Description

 

Number
of
Contracts

 

Expiration
Date

 

Notional
Amount

 

Market
Value

 

Unrealized
Gain / (Loss)

Contracts to Sell:

         

 

   

 

   

 

 

 

U.S. Treasury 2-Year Notes

 

1,233

 

June 2023

 

$

252,504,250

 

$

254,200,288

 

$

(1,696,038

)

U.S. Treasury 5-Year Notes

 

3,232

 

June 2023

 

 

346,707,752

 

 

354,686,752

 

 

(7,979,000

)

           

 

   

 

   

$

(9,675,038

)

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,

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

16

   

 

BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

17

 

BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2023.

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, 2023

Asset Backed Securities

 

$

 

 

$

1,740,720,259

 

$

28,169,838

 

$

1,768,890,097

 

Commercial Mortgage Backed Securities

 

 

 

 

 

458,845,430

 

 

 

 

458,845,430

 

Corporate Bonds

 

 

 

 

 

3,539,867,414

 

 

 

 

3,539,867,414

 

Loan Participations and Assignments

 

 

 

 

 

1,000,275,139

 

 

48,505,000

 

 

1,048,780,139

 

Municipal Bonds

 

 

 

 

 

138,640,664

 

 

 

 

138,640,664

 

Residential Mortgage Backed Securities

 

 

 

 

 

56,635,588

 

 

 

 

56,635,588

 

U.S. Government Agency Obligations

 

 

 

 

 

261,319,253

 

 

 

 

261,319,253

 

U.S. Treasury Bills

 

 

 

 

 

252,978,316

 

 

 

 

252,978,316

 

Total Investment, at value

 

$

 

 

$

7,449,282,063

 

$

76,674,838

 

$

7,525,956,901

 

Other Financial Instruments, at value

 

 

 

 

 

 

   

 

   

 

 

 

Financial Futures Contracts

 

$

(9,675,038

)

 

$

 

$

 

$

(9,675,038

)

Other Financial Instruments, at value

 

$

(9,675,038

)

 

$

 

$

 

$

(9,675,038

)

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

18

   

 

BBH LIMITED DURATION FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (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, 2023:

 

Asset Backed
Securities

 

Corporate
Bonds

 

Loan
Participations
and Assignments

 

Total

Balance as of October 31, 2022

 

$

12,906,891

 

 

$

21,631,275

 

 

$

47,785,000

 

$

82,323,166

 

Purchases

 

 

 

 

 

 

 

 

 

 

 

Sales / Paydowns

 

 

(2,560,243

)

 

 

 

 

 

 

 

(2,560,243

)

Realized gains/(losses)

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized appreciation/(depreciation)

 

 

(598,010

)

 

 

(993,775

)

 

 

657,907

 

 

(933,878

)

Amortization

 

 

 

 

 

 

 

 

62,093

 

 

62,093

 

Transfers from Level 3

 

 

 

 

 

(20,637,500

)

 

 

 

 

(20,637,500

)

Transfers to Level 3

 

 

18,421,200

 

 

 

 

 

 

 

 

18,421,200

 

Balance as of April 30, 2023

 

$

28,169,838

 

 

$

 

 

$

48,505,000

 

$

76,674,838

 

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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

19

 

BBH LIMITED DURATION FUND

STATEMENT OF ASSETS AND LIABILITIES

April 30, 2023 (unaudited)

ASSETS:

 

 

 

 

Investments in securities, at value (Cost $7,822,695,434)

 

$

7,525,956,901

 

Cash

 

 

4,877,071

 

Receivables for:

 

 

 

 

Interest

 

 

38,534,105

 

Shares sold

 

 

4,020,385

 

Investments sold

 

 

187

 

Other

 

 

83,931

 

Prepaid expenses

 

 

291,643

 

Total Assets

 

 

7,573,764,223

 

LIABILITIES:

 

 

 

 

Payables for:

 

 

 

 

Shares redeemed

 

 

15,949,714

 

Dividends declared

 

 

2,457,399

 

Net investment advisory and administrative fees

 

 

1,437,710

 

Futures variation margin on open contracts

 

 

983,742

 

Custody and fund accounting fees

 

 

260,273

 

Shareholder servicing fees

 

 

72,715

 

Professional fees

 

 

55,730

 

Transfer agent fees

 

 

11,760

 

Board of Trustees’ fees

 

 

515

 

Accrued expenses and other liabilities

 

 

70,396

 

Total Liabilities

 

 

21,299,954

 

NET ASSETS

 

$

7,552,464,269

 

Net Assets Consist of:

 

 

 

 

Paid-in capital

 

$

7,857,696,095

 

Accumulated deficit

 

 

(305,231,826

)

Net Assets

 

$

7,552,464,269

 

NET ASSET VALUE AND OFFERING PRICE PER SHARE

 

 

 

 

CLASS N SHARES

 

 

 

 

($473,761,895 ÷ 47,106,081 shares outstanding)

 

$

10.06

 

CLASS I SHARES

 

 

 

 

($7,078,702,374 ÷ 704,202,542 shares outstanding)

 

$

10.05

 

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

20

   

 

BBH LIMITED DURATION FUND

STATEMENT OF OPERATIONS

For the six months ended April 30, 2023 (unaudited)

NET INVESTMENT INCOME:

 

 

 

 

Income:

 

 

 

 

Interest income

 

$

159,371,751

 

Interest income from affiliates

 

 

89,200

 

Other income

 

 

378,893

 

Total Income

 

 

159,839,844

 

Expenses:

 

 

 

 

Investment advisory and administrative fees

 

 

10,026,161

 

Shareholder servicing fees

 

 

472,711

 

Custody and fund accounting fees

 

 

386,830

 

Board of Trustees’ fees

 

 

74,151

 

Professional fees

 

 

51,992

 

Transfer agent fees

 

 

36,685

 

Miscellaneous expenses

 

 

127,341

 

Total Expenses

 

 

11,175,871

 

Investment advisory and administrative fee waiver

 

 

(332,199

)

Net Expenses

 

 

10,843,672

 

Net Investment Income

 

 

148,996,172

 

NET REALIZED AND UNREALIZED GAIN:

 

 

 

 

Net realized gain on investments in securities

 

 

298,337

 

Net realized gain on futures contracts

 

 

23,268,996

 

Net realized gain on investments in securities and futures contracts

 

 

23,567,333

 

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

 

 

128,004,701

 

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

 

 

(31,600,487

)

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

 

 

96,404,214

 

Net Realized and Unrealized Gain

 

 

119,971,547

 

Net Increase in Net Assets Resulting from Operations

 

$

268,967,719

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

21

 

BBH LIMITED DURATION FUND

STATEMENTS OF CHANGES IN NET ASSETS

 

For the six
months ended
April 30, 2023
(unaudited)

     

For the year
ended
October 31, 2022

INCREASE/(DECREASE) IN NET ASSETS FROM:

 

 

 

 

     

 

 

 

Operations:

 

 

 

 

     

 

 

 

Net investment income

 

$

148,996,172

 

     

$

201,094,648

 

Net realized gain on investments in securities and futures contracts

 

 

23,567,333

 

     

 

41,202,171

 

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

 

 

96,404,214

 

     

 

(483,236,708

)

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

 

 

268,967,719

 

     

 

(240,939,889

)

Dividends and distributions declared:

 

 

 

 

     

 

 

 

Class N

 

 

(8,809,299

)

     

 

(10,755,212

)

Class I

 

 

(139,740,399

)

     

 

(189,176,618

)

Total dividends and distributions declared

 

 

(148,549,698

)

     

 

(199,931,830

)

Share transactions:

 

 

 

 

     

 

 

 

Proceeds from sales of shares1

 

 

1,325,880,407

 

     

 

4,384,848,010

 

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

 

 

37,375,237

 

     

 

46,841,299

 

Cost of shares redeemed1

 

 

(2,170,741,238

)

     

 

(7,849,015,289

)

Net decrease in net assets resulting from share transactions

 

 

(807,485,594

)

     

 

(3,417,325,980

)

Total decrease in net assets

 

 

(687,067,573

)

     

 

(3,858,197,699

)

NET ASSETS:

 

 

 

 

     

 

 

 

Beginning of period/year

 

 

8,239,531,842

 

     

 

12,097,729,541

 

End of period/year

 

$

7,552,464,269

 

     

$

8,239,531,842

 

____________

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

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

22

   

 

BBH LIMITED DURATION FUND

FINANCIAL HIGHLIGHTS

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

 

For the six
months
ended
April 30, 2023
(unaudited)



For the years ended October 31,

2022     

2021     

2020     

2019     

2018     

Net asset value, beginning of period/year

     

$

9.91

 

 

 

$

10.32

 

 

 

$

10.23

 

 

 

$

10.26

 

 

 

$

10.15

 

 

 

$

10.19

 

 

Income from investment operations:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

Net investment income1

     

 

0.19

 

   

 

0.19

 

   

 

0.15

 

   

 

0.24

 

   

 

0.30

 

   

 

0.26

 

 

Net realized and unrealized gain/(loss)

     

 

0.15

 

   

 

(0.41

)

   

 

0.09

 

   

 

(0.03

)

   

 

0.11

 

   

 

(0.06

)

 

Total income from investment operations

     

 

0.34

 

   

 

(0.22

)

   

 

0.24

 

   

 

0.21

 

   

 

0.41

 

   

 

0.20

 

 

Dividends and distributions to shareholders:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

From net investment income

     

 

(0.19

)

   

 

(0.19

)

   

 

(0.15

)

   

 

(0.24

)

   

 

(0.30

)

   

 

(0.24

)

 

Total dividends and distributions to shareholders

     

 

(0.19

)

   

 

(0.19

)

   

 

(0.15

)

   

 

(0.24

)

   

 

(0.30

)

   

 

(0.24

)

 

Net asset value, end of period/year

     

$

10.06

 

   

$

9.91

 

   

$

10.32

 

   

$

10.23

 

   

$

10.26

 

   

$

10.15

 

 

Total return2

     

 

3.41

%3

   

 

(2.12

)%

   

 

2.38

%

   

 

2.06

%

   

 

4.14

%

   

 

2.03

%

 

Ratios/Supplemental data:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

Net assets, end of period/year (in millions)

     

$

474

 

   

$

490

 

   

$

656

 

   

$

461

 

   

$

371

 

   

$

275

 

 

Ratio of expenses to average net assets before reductions

     

 

0.49

%4

   

 

0.49

%

   

 

0.49

%

   

 

0.49

%

   

 

0.51

%

   

 

0.50

%

 

Fee waiver5

     

 

(0.14

)%4

   

 

(0.14

)%

   

 

(0.14

)%

   

 

(0.14

)%

   

 

(0.16

)%

   

 

(0.15

)%

 

Expense offset arrangement

     

 

%

   

 

%

   

 

%

   

 

%

   

 

(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

%

   

 

0.35

%

 

Ratio of net investment income to average net assets

     

 

3.74

%4

   

 

1.87

%

   

 

1.48

%

   

 

2.32

%

   

 

2.98

%

   

 

2.52

%

 

Portfolio turnover rate

     

 

11

%3

   

 

46

%

   

 

34

%

   

 

51

%

   

 

53

%

   

 

48

%

 

____________

1        Calculated using average shares outstanding for the period/year.

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, 2023, the years ended October 31, 2022, 2021, 2020, 2019 and 2018, reflect fees reduced as result of contractual operating expense limitation of the share class to 0.35%. The agreement is effective through March 1, 2024 and may only be terminated during its term with approval of the Fund’s Board of Trustees. For the six months ended April 30, 2023 and the years ended October 31, 2022, 2021, 2020, 2019 and 2018, the waived fees were $332,199, $797,646, $746,522, $595,975, $538,703 and $242,627, respectively.

6        Less than 0.01%.

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

23

 

BBH LIMITED DURATION FUND

FINANCIAL HIGHLIGHTS (continued)

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

 

For the six
months
ended
April 30, 2023
(unaudited)



For the years ended October 31,

2022    

2021    

2020    

2019    

2018     

Net asset value, beginning of period/year

     

$

9.90

 

 

 

$

10.32

 

 

 

$

10.23

 

 

 

$

10.25

 

 

 

$

10.15

 

 

 

$

10.19

 

 

Income from investment operations:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

Net investment income1

     

 

0.19

 

   

 

0.19

 

   

 

0.16

 

   

 

0.24

 

   

 

0.31

 

   

 

0.25

 

 

Net realized and unrealized gain/(loss)

     

 

0.15

 

   

 

(0.41

)

   

 

0.09

 

   

 

(0.02

)

   

 

0.10

 

   

 

(0.04

)

 

Total income from investment operations

     

 

0.34

 

   

 

(0.22

)

   

 

0.25

 

   

 

0.22

 

   

 

0.41

 

   

 

0.21

 

 

Dividends and distributions to shareholders:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

From net investment income

     

 

(0.19

)

   

 

(0.20

)

   

 

(0.16

)

   

 

(0.24

)

   

 

(0.31

)

   

 

(0.25

)

 

Total dividends and distributions to shareholders

     

 

(0.19

)

   

 

(0.20

)

   

 

(0.16

)

   

 

(0.24

)

   

 

(0.31

)

   

 

(0.25

)

 

Net asset value, end of period/year

     

$

10.05

 

   

$

9.90

 

   

$

10.32

 

   

$

10.23

 

   

$

10.25

 

   

$

10.15

 

 

Total return2

     

 

3.46

%3

   

 

(2.14

)%

   

 

2.46

%

   

 

2.24

%

   

 

4.12

%

   

 

2.11

%

 

Ratios/Supplemental data:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

Net assets, end of period/year (in millions)

     

$

7,079

 

   

$

7,749

 

   

$

11,442

 

   

$

7,610

 

   

$

6,769

 

   

$

6,000

 

 

Ratio of expenses to average net assets before reductions

     

 

0.27

%4

   

 

0.27

%

   

 

0.27

%

   

 

0.27

%

   

 

0.28

%

   

 

0.27

%

 

Expense offset arrangement

     

 

%

   

 

%

   

 

%

   

 

%

   

 

(0.00

)%5

   

 

(0.00

)%5

 

Ratio of expenses to average net assets after reductions

     

 

0.27

%4

   

 

0.27

%

   

 

0.27

%

   

 

0.27

%

   

 

0.28

%

   

 

0.27

%

 

Ratio of net investment income to average net assets

     

 

3.81

%4

   

 

1.92

%

   

 

1.55

%

   

 

2.40

%

   

 

3.04

%

   

 

2.47

%

 

Portfolio turnover rate

     

 

11

%3

   

 

46

%

   

 

34

%

   

 

51

%

   

 

53

%

   

 

48

%

 

____________

1        Calculated using average shares outstanding for the period/year.

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.

24

   

 

BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS

April 30, 2023 (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, 2023, 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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

25

 

BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

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 and share class. Expenses which cannot be directly attributed to a fund are generally apportioned among each fund in the Trust and the respective share classes 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, 2023, are listed in the Portfolio of Investments.

For the six months ended April 30, 2023, the average monthly notional amount of open futures contracts was $573,462,629. The range of monthly notional amounts was $530,272,314 to $646,042,425.

26

   

 

BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

Fair Values of Derivative Instruments as of April 30, 2023

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

 

$        

 

Net unrealized
appreciation/(depreciation)
on futures contracts

 

$

(9,675,038

)*

       

 

     

 

 

 

Total

     

$        

     

$

(9,675,038

)

 

___________________________________

*   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

 

$

23,268,996

 

   

 

 

 

Net Change in Unrealized Appreciation/(Depreciation) on Derivatives

 

 

 

 

Futures Contracts

 

$

(31,600,487

)

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

27

 

BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (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

28

   

 

BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

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, 2022, 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, 2023, the Fund did not incur any such interest or penalties. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for the prior three fiscal years. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.

H. Dividends and Distributions to Shareholders. Dividends and distributions from net investment income to shareholders are declared daily and paid monthly to shareholders. Distributions from net capital gains, if any, are generally declared and paid annually and are recorded on the ex-dividend date. The Fund declared dividends and distributions in the amount of $8,809,299 and $139,740,399 to Class N and Class I shareholders, respectively, during the six months ended April 30, 2023.

The tax character of distributions paid during the years ended October 31, 2022 and 2021, respectively, were as follows:

 

Distributions paid from:

   

Ordinary 
income

 

Net 
long-term 
capital 
gain

 

Total 
taxable 
distributions

 

Tax return 
of capital

 

Total 
distributions 
paid

2022:

 

$199,931,830

 

$    

 

$199,931,830

 

$     

 

$199,931,830

2021:

 

  153,728,680

 

      

 

  153,728,680

 

       

 

  153,728,680

As of October 31, 2022 and 2021, 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)

2022:

 

$   144,719

 

$       

 

$    (1,015,984)

 

$  (21,960,797)

 

$(402,817,785)

 

$(425,649,847)

2021:

 

             

 

         

 

    (55,613,992)

 

      (9,583,059)

 

     80,418,923

 

     15,221,872

The Fund had $1,015,984 of post-December 22, 2010 net capital loss carryforwards as of October 31, 2022, of which $0 and $1,015,984, is attributable to short-term and long-term capital losses, respectively.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

29

 

BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (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, 2023, the Fund incurred $10,026,161 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) for Class N to 0.35%. The agreement will terminate on March 1, 2024, 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, 2023, the Investment Adviser waived fees in the amount of $332,199 for Class N.

30

   

 

BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (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, 2023, Class N shares of the Fund incurred $472,711 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% per annum of the Fund’s net asset value. For the six months ended April 30, 2023, the Fund incurred $386,830 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, 2023 was $89,200. This amount is included in “Interest income from affiliates” 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 BBH Overdraft Base Rate plus 2% on the day of the overdraft. The Fund did not incur any such fees during the six months ended April 30, 2023. 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, 2023, the Fund incurred $74,151 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, 2023, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $794,824,970 and $1,127,541,737, respectively.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

31

 

BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (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, 2023 (unaudited)

 

For the year ended 
October 31, 2022

   

Shares

 

Dollars

 

Shares

 

Dollars

Class N

   

 

 

 

 

 

   

 

 

 

 

 

Shares sold

 

11,518,613

 

 

$

115,277,312

 

 

25,540,936

 

 

$

259,500,608

 

Shares issued in connection with reinvestments of dividends

 

839,224

 

 

 

8,408,162

 

 

1,034,691

 

 

 

10,416,727

 

Shares redeemed

 

(14,744,107

)

 

 

(147,548,960

)

 

(40,597,352

)

 

 

(411,405,769

)

Net decrease

 

(2,386,270

)

 

$

(23,863,486

)

 

(14,021,725

)

 

$

(141,488,434

)

     

 

 

 

 

 

   

 

 

 

 

 

Class I

   

 

 

 

 

 

   

 

 

 

 

 

Shares sold

 

121,057,654

 

 

$

1,210,603,095

 

 

406,100,699

 

 

$

4,125,347,402

 

Shares issued in connection with reinvestments of dividends

 

2,892,582

 

 

 

28,967,075

 

 

3,619,691

 

 

 

36,424,572

 

Shares redeemed

 

(202,408,827

)

 

 

(2,023,192,278

)

 

(735,947,402

)

 

 

(7,437,609,520

)

Net decrease

 

(78,458,591

)

 

$

(783,622,108

)

 

(326,227,012

)

 

$

(3,275,837,546

)

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the six months ended April 30, 2023 and the year ended October 31, 2022. Specifically:

During the six months ended April 30, 2023, 279,520 shares of Class N were exchanged for 279,701 shares of Class I valued at $2,789,679 and 16,946 shares of Class I were exchanged for 16,931 shares of Class N valued at $170,090.

During the year ended October 31, 2022, 262,809 shares of Class N were exchanged for 263,024 shares of Class I valued at $2,665,672 and 644,524 shares of Class I were exchanged for 644,524 shares of Class N valued at $6,632,150.

32

   

 

BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (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 non-U.S. securities not present in domestic investments, including, but not limited to, recovery of tax withheld by foreign jurisdictions (non-U.S. investment risk). The Fund may use of derivatives that could create 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 (large shareholder 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, Regulation D and Rule 144A which have not been registered with 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 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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

33

 

BBH LIMITED DURATION FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

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. Management has evaluated events and transactions that have occurred since April 30, 2023 through the date the financial statements were issued and determined that there were no subsequent events that would require recognition or additional disclosure in the financial statements.

34

   

 

BBH LIMITED DURATION FUND

DISCLOSURE OF FUND EXPENSES

April 30, 2023 (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, 2022 to April 30, 2023).

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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

35

 

BBH LIMITED DURATION FUND

DISCLOSURE OF FUND EXPENSES (continued)

April 30, 2023 (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, 2022

 

Ending 
Account Value 
April 30, 2023

 

Expenses Paid 
During Period 
November 1, 2022 to 
April 30, 20231

Class N

           

Actual

 

$1,000

 

$1,034

 

$1.77

Hypothetical2

 

$1,000

 

$1,023

 

$1.76

 

Beginning 
Account Value 
November 1, 2022

 

Ending 
Account Value 
April 30, 2023

 

Expenses Paid 
During Period 
November 1, 2022 to 
April 30, 20231

Class I

           

Actual

 

$1,000

 

$1,035

 

$1.36

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.

36

   

 

BBH LIMITED DURATION FUND

DISCLOSURE OF ADVISOR SELECTION

April 30, 2023 (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.

The Board, a majority of which is comprised of Independent Trustees, held a telephonic meeting on November 17, 2022 and an in-person meeting on December 13, 2022, 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 13, 2022 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 Gartenberg 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 may have given different weight to various factors. The Board

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

37

 

BBH LIMITED DURATION FUND

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (unaudited)

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 13, 2022 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, 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 17, 2022 and December 13, 2022 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

38

   

 

BBH LIMITED DURATION FUND

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (unaudited)

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-, 3-, 4-, 5- and 10-year periods, ended September 30, 2022. 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 contractual fee 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 profitability data for the Fund using data from October 1, 2021 through September 30, 2022, 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 and corresponding expenses. The Board conducted a detailed review of the expense 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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

39

 

BBH LIMITED DURATION FUND

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (unaudited)

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 on the information they 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.

40

   

 

BBH LIMITED DURATION FUND

CONFLICTS OF INTEREST

April 30, 2023 (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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

41

 

BBH LIMITED DURATION FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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 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

42

   

 

BBH LIMITED DURATION FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (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.

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

43

 

BBH LIMITED DURATION FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (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.

44

   

 

BBH LIMITED DURATION FUND

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

April 30, 2023 (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 has appointed three members of the Brown Brothers Harriman & Co. Mutual Fund Advisory Department, the Investment Adviser to the funds of BBH Trust (the “Funds”), as the Program Administrator for the Fund’s liquidity risk management program (the “Program”). The Board met on March 7, 2023 to review the Program for the Funds pursuant to the Liquidity Rule. The Program Administrator provided the Board with a report (the “Report”) that addressed the operations of the Program and assessed its adequacy and effectiveness for the period from February 1, 2022 through January 31, 2023 (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. The Fund classified each of its investments into one of four liquidity categories based on the number of days reasonably needed to sell and convert a reasonably anticipated sized trade of each investment into cash without significantly impacting the price of the investments. The Program Administrator relied on a third-party data provider to facilitate the classification of the Fund’s investments based on criteria in the Fund’s Program. During the Reporting Period, the Fund did not hold more than 15% of its net assets in illiquid investments.

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 the Fund did not approach the 50% threshold, has made the determination that it is not necessary to assign a Highly Liquid Investment Minimum to the Fund as provided for in the Liquidity Rule.

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 the 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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

45

 

BBH LIMITED DURATION FUND

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

(continued)

April 30, 2023 (unaudited)

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 the 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 the Fund’s short-term and long-term cash flow projections.

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

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.

46

   

 

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

To obtain information or make shareholder inquiries:

 

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

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

 

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

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

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

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

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

 

    

Semi-Annual Report

APRIL 30, 2023

BBH Income Fund

 

BBH INCOME FUND

PORTFOLIO ALLOCATION

April 30, 2023 (unaudited)

BREAKDOWN BY SECURITY TYPE

 

U.S. $ Value

 

Percent of
Net Assets

Asset Backed Securities

 

$

135,003,182

 

 

18.1

%

Commercial Mortgage Backed Securities

 

 

44,466,051

 

 

6.0

 

Corporate Bonds

 

 

364,883,292

 

 

49.0

 

Loan Participations and Assignments

 

 

101,352,181

 

 

13.6

 

Municipal Bonds

 

 

5,772,824

 

 

0.8

 

Preferred Stock

 

 

18,929,096

 

 

2.5

 

Residential Mortgage Backed Securities

 

 

1,226,425

 

 

0.1

 

U.S. Government Agency Obligations

 

 

5,000,000

 

 

0.7

 

U.S. Treasury Bills

 

 

1,798,269

 

 

0.2

 

U.S. Treasury Bonds and Notes

 

 

66,837,984

 

 

9.0

 

Liabilities in Excess of Cash and Other Assets

 

 

(223,519

)

 

(0.0

)

NET ASSETS

 

$

745,045,785

 

 

100.0

%

All data as of April 30, 2023. 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, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

ASSET BACKED SECURITIES (18.1%)

       

 

 

 

 

$

2,640,000

 

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

 

12/20/30

 

3.199

%

 

$

2,404,330

 

2,270,000

 

ABPCI Direct Lending Fund ABS II LLC 2022-2A1

 

03/01/32

 

4.987

 

 

 

2,021,169

 

1,174,712

 

Adams Outdoor Advertising LP 2018-11

 

11/15/48

 

4.810

 

 

 

1,123,075

 

1,480,000

 

Ares PBN Finance Co. LLC1,2

 

09/15/36

 

6.000

 

 

 

1,389,572

 

5,200,000

 

Avis Budget Rental Car Funding AESOP LLC 2023-4A1

 

06/20/29

 

5.490

 

 

 

5,269,646

 

2,439,320

 

BHG Securitization Trust 2022-A1

 

02/20/35

 

1.710

 

 

 

2,330,510

 

4,165,000

 

BHG Securitization Trust 2023-A1

 

04/17/36

 

6.350

 

 

 

4,140,842

 

456,190

 

Business Jet Securities LLC 2020-1A1

 

11/15/35

 

2.981

 

 

 

431,400

 

1,430,000

 

CARS-DB4 LP 2020-1A1

 

02/15/50

 

4.170

 

 

 

1,342,236

 

1,025,375

 

CF Hippolyta Issuer LLC 2020-11

 

07/15/60

 

2.280

 

 

 

924,217

 

2,374,427

 

CF Hippolyta Issuer LLC 2022-1A1

 

08/15/62

 

5.970

 

 

 

2,362,860

 

1,750,000

 

CFG Investments, Ltd. 2021-11

 

05/20/32

 

5.820

 

 

 

1,680,589

 

2,000,000

 

Credit Acceptance Auto Loan Trust 2020-2A1

 

09/17/29

 

1.930

 

 

 

1,976,313

 

2,330,000

 

Credit Acceptance Auto Loan Trust 2023-1A1

 

07/15/33

 

7.710

 

 

 

2,385,180

 

3,070,000

 

DataBank Issuer 2023-1A1

 

02/25/53

 

5.116

 

 

 

2,892,536

 

2,850,000

 

DigitalBridge Issuer LLC 2021-1A1

 

09/25/51

 

3.933

 

 

 

2,473,353

 

909,456

 

Elm Trust 2020-3A1

 

08/20/29

 

2.954

 

 

 

848,834

 

2,357,061

 

Elm Trust 2020-4A1

 

10/20/29

 

2.286

 

 

 

2,175,140

 

12,934

 

FCI Funding LLC 2019-1A1

 

02/18/31

 

3.630

 

 

 

12,800

 

4,460,000

 

Flexential Issuer 2021-1A1

 

11/27/51

 

3.250

 

 

 

4,004,525

 

655,755

 

FNA LLC 2019-12

 

12/10/31

 

3.000

 

 

 

557,392

 

1,670,000

 

FREED ABS Trust 2022-2CP1

 

05/18/29

 

4.490

 

 

 

1,642,321

 

1,298,785

 

Global SC Finance VII Srl 2020-1A1

 

10/17/40

 

2.170

 

 

 

1,180,679

 

1,221,828

 

Global SC Finance VII Srl 2020-2A1

 

11/19/40

 

2.260

 

 

 

1,109,563

 

4,270,000

 

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

 

04/20/29

 

2.773

 

 

 

3,960,220

 

2,980,000

 

HPEFS Equipment Trust 2023-1A1

 

04/20/28

 

5.730

 

 

 

2,990,573

 

550,638

 

Lendmark Funding Trust 2019-2A1

 

04/20/28

 

2.780

 

 

 

538,944

 

2,540,000

 

Lendmark Funding Trust 2023-1A1

 

05/20/33

 

5.590

 

 

 

2,531,343

 

479,651

 

LIAS Administration Fee Issuer LLC 2018-1A

 

07/25/48

 

5.956

 

 

 

475,727

 

189,988

 

Mariner Finance Issuance Trust 2019-AA1

 

07/20/32

 

2.960

 

 

 

187,993

 

1,070,000

 

Mariner Finance Issuance Trust 2020-AA1

 

08/21/34

 

2.190

 

 

 

1,029,936

 

1,840,000

 

MCF CLO 10, Ltd. 2023-1A (3-Month CME Term SOFR + 4.200%)1,3

 

04/15/35

 

9.032

 

 

 

1,827,322

 

1,870,000

 

Monroe Capital ABS Funding II, Ltd. 2023-1A1

 

04/22/33

 

6.650

 

 

 

1,870,000

 

1,260,000

 

Monroe Capital ABS Funding, Ltd. 2021-1A1

 

04/22/31

 

2.815

 

 

 

1,160,508

 

1,790,000

 

Monroe Capital Income Plus ABS Funding LLC 2022-1A1

 

04/30/32

 

5.150

 

 

 

1,547,907

 

2,700,000

 

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

 

04/16/33

 

6.320

 

 

 

2,663,214

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

3

 

BBH INCOME FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

ASSET BACKED SECURITIES (continued)

         

 

 

$

2,520,000

 

New Residential Advance Receivables Trust Advance Receivables Backed 2020-T11

 

08/15/53

 

1.426%

 

$

2,475,541

 

244,338

 

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

 

02/25/44

 

7.450

 

 

240,976

 

115,904

 

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

 

02/25/44

 

8.750

 

 

114,762

 

3,550,000

 

NextGear Floorplan Master Owner Trust 2022-1A1

 

03/15/27

 

2.800

 

 

3,404,402

 

5,440,000

 

NextGear Floorplan Master Owner Trust 2023-1A1

 

03/15/28

 

5.740

 

 

5,581,140

 

1,660,000

 

NFAS2 LLC 2022-11

 

09/15/28

 

6.860

 

 

1,656,983

 

3,960,000

 

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

 

07/17/32

 

6.260

 

 

3,879,089

 

2,180,000

 

OnDeck Asset Securitization Trust III LLC 2021-1A1

 

05/17/27

 

1.590

 

 

2,029,720

 

385,181

 

OneMain Financial Issuance Trust 2020-1A1

 

05/14/32

 

3.840

 

 

382,624

 

2,930,000

 

OneMain Financial Issuance Trust 2022-S11

 

05/14/35

 

4.130

 

 

2,848,479

 

5,630,000

 

Oportun Issuance Trust 2021-C1

 

10/08/31

 

2.180

 

 

5,105,268

 

364,879

 

Oxford Finance Funding LLC 2019-1A1

 

02/15/27

 

4.459

 

 

362,326

 

1,322,922

 

Oxford Finance Funding LLC 2020-1A1

 

02/15/28

 

3.101

 

 

1,313,202

 

460,286

 

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

 

12/27/44

 

7.500

 

 

439,474

 

5,150,000

 

Regional Management Issuance Trust 2022-11

 

03/15/32

 

3.070

 

 

4,818,244

 

2,060,000

 

Republic Finance Issuance Trust 2020-A1

 

11/20/30

 

2.470

 

 

1,974,070

 

2,130,000

 

Sabey Data Center Issuer LLC 2020-11

 

04/20/45

 

3.812

 

 

2,036,935

 

1,795,000

 

Sabey Data Center Issuer LLC 2023-11

 

04/20/48

 

6.250

 

 

1,809,539

 

611,511

 

Santander Drive Auto Receivables Trust 2020-1

 

12/15/25

 

4.110

 

 

608,194

 

1,940,000

 

Santander Revolving Auto Loan Trust 2019-A1

 

01/26/32

 

2.510

 

 

1,851,844

 

2,310,000

 

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

 

07/20/32

 

6.310

 

 

2,275,399

 

1,569,828

 

Stack Infrastructure Issuer LLC 2019-1A1

 

02/25/44

 

4.540

 

 

1,542,029

 

1,150,000

 

Stack Infrastructure Issuer LLC 2023-1A1

 

03/25/48

 

5.900

 

 

1,143,697

 

273,605

 

SWC Funding LLC 2018-1A1

 

08/15/33

 

4.750

 

 

269,439

 

1,353,653

 

Textainer Marine Containers VII, Ltd. 2020-1A1

 

08/21/45

 

2.730

 

 

1,249,503

 

4,593,314

 

Thrust Engine Leasing DAC 2021-1A1

 

07/15/40

 

4.163

 

 

3,723,845

 

3,350,000

 

Vantage Data Centers Issuer LLC 2023-1A1

 

03/16/48

 

6.316

 

 

3,337,300

 

5,295,243

 

VC 3 LS LP 2021-B1,2

 

10/15/41

 

4.750

 

 

4,499,898

 

1,834,943

 

VCP RRL ABS I, Ltd. 2021-1A1

 

10/20/31

 

2.152

 

 

1,662,508

 

4,830,000

 

Westlake Automobile Receivables Trust 2023-2A1

 

03/15/28

 

6.290

 

 

4,903,983

 

   

Total Asset Backed Securities
(Cost $141,399,018)

 

 

135,003,182

 

               

 

 

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

4

   

 

BBH INCOME FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

COMMERCIAL MORTGAGE BACKED SECURITIES (6.0%)

       

 

 

 

 

$

1,390,000

 

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

 

04/15/37

 

7.587

%

 

$

1,308,976

 

4,740,000

 

BX Commercial Mortgage Trust 2022-CSMO (1-Month CME Term SOFR + 3.889%)1,3

 

06/15/27

 

8.778

 

 

 

4,656,824

 

1,678,608

 

BXMT, Ltd. 2020-FL2 (1-Month CME Term SOFR + 1.014%)1,3

 

02/15/38

 

5.904

 

 

 

1,586,050

 

1,250,000

 

BXMT, Ltd. 2020-FL3 (1-Month CME Term SOFR + 2.664%)1,3

 

11/15/37

 

7.554

 

 

 

1,143,750

 

146,085

 

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

 

11/15/31

 

8.948

 

 

 

108,877

 

786,000

 

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

 

11/15/31

 

8.948

 

 

 

684,624

 

1,375,473

 

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

 

11/15/31

 

9.698

 

 

 

757,060

 

890,000

 

Citigroup Commercial Mortgage Trust 2019-SMRT1

 

01/10/36

 

4.149

 

 

 

872,922

 

3,540,000

 

CSMC 2018-SITE1,3,4

 

04/15/36

 

4.941

 

 

 

3,358,529

 

3,312,611

 

DFVI 2021-1A1,2

 

12/15/29

 

2.982

 

 

 

3,104,944

 

1,000,000

 

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

 

08/05/34

 

5.447

 

 

 

752,554

 

3,150,000

 

Intown Mortgage Trust 2022-STAY (1-Month CME Term SOFR + 4.134%)1,3

 

08/15/39

 

9.024

 

 

 

3,090,786

 

240,000

 

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

 

11/15/47

 

4.029

 

 

 

148,018

 

2,691,735

 

Morgan Stanley Capital I Trust 2019-BPR (1-Month USD-LIBOR + 1.650%)1,3

 

05/15/36

 

6.598

 

 

 

2,618,456

 

5,860,000

 

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

 

03/15/39

 

6.785

 

 

 

5,704,107

 

1,071,931

 

NADG NNN Operating LP 2019-11

 

12/28/49

 

3.368

 

 

 

1,004,318

 

3,900,505

 

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

 

11/25/36

 

6.220

 

 

 

3,798,117

 

2,700,000

 

SCo.TT Trust 2023-SFS1

 

03/15/40

 

5.910

 

 

 

2,749,099

 

2,270,000

 

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

 

02/15/39

 

7.540

 

 

 

2,133,388

 

1,310,000

 

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

 

02/15/39

 

8.390

 

 

 

1,218,043

 

890,000

 

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

 

07/15/38

 

6.608

 

 

 

844,398

 

9,507

 

UBS-BAMLL Trust 2012-WRM1

 

06/10/30

 

3.663

 

 

 

8,937

 

2,915,000

 

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

 

02/15/37

 

6.288

 

 

 

2,813,274

 

   

Total Commercial Mortgage Backed Securities
(Cost $46,964,636)

 

 

 

44,466,051

 

             

 

 

 

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

5

 

BBH INCOME FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

CORPORATE BONDS (49.0%)

       

 

 

 

 

 

   

AEROSPACE/DEFENSE (0.6%)

       

 

 

 

 

$

2,220,000

 

BAE Systems, Plc.1

 

04/15/30

 

3.400

%

 

$

2,048,029

 

2,700,000

 

Boeing Co.

 

02/01/28

 

3.250

 

 

 

2,515,760

 

             

 

 

 

4,563,789

 

   

AGRICULTURE (0.8%)

       

 

 

 

 

 

3,590,000

 

Archer-Daniels-Midland Co.

 

08/15/33

 

4.500

 

 

 

3,596,385

 

1,890,000

 

Cargill, Inc.1

 

10/11/32

 

5.125

 

 

 

1,960,689

 

             

 

 

 

5,557,074

 

   

AUTO MANUFACTURERS (1.0%)

       

 

 

 

 

 

2,945,000

 

Ford Motor Credit Co. LLC

 

11/04/27

 

7.350

 

 

 

3,028,349

 

2,230,000

 

General Motors Co.

 

10/15/29

 

5.400

 

 

 

2,204,674

 

2,390,000

 

Hyundai Capital America1

 

04/01/30

 

5.800

 

 

 

2,453,155

 

             

 

 

 

7,686,178

 

   

BANKS (9.8%)

       

 

 

 

 

 

2,790,000

 

ASB Bank, Ltd. (5-Year CMT Index + 2.250%)1,3

 

06/17/32

 

5.284

 

 

 

2,694,501

 

1,635,000

 

Bank Leumi Le-Israel BM1

 

07/27/27

 

5.125

 

 

 

1,618,650

 

5,910,000

 

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

     

4.375

 

 

 

5,038,275

 

3,035,000

 

Bank of New Zealand1

 

02/07/28

 

4.846

 

 

 

3,039,691

 

3,095,000

 

Bank of Nova Scotia

 

03/11/27

 

2.951

 

 

 

2,908,191

 

2,920,000

 

Comerica Bank (SOFR + 2.610%)3

 

08/25/33

 

5.332

 

 

 

2,457,732

 

2,710,000

 

DNB Bank ASA (SOFR + 1.950%)1,3

 

10/09/26

 

5.896

 

 

 

2,725,758

 

6,240,000

 

Fifth Third Bancorp (SOFR + 2.192%)3

 

10/27/28

 

6.361

 

 

 

6,439,852

 

165,000

 

Fifth Third Bancorp (SOFR + 2.127%)3

 

07/28/30

 

4.772

 

 

 

157,025

 

2,470,000

 

Goldman Sachs Group, Inc. (SOFR + 1.725%)3

 

08/23/28

 

4.482

 

 

 

2,423,411

 

2,140,000

 

HSBC Holdings, Plc (SOFR + 3.350%)3

 

11/03/28

 

7.390

 

 

 

2,303,605

 

1,735,000

 

HSBC Holdings, Plc

 

03/31/30

 

4.950

 

 

 

1,711,755

 

1,140,000

 

HSBC Holdings, Plc (SOFR + 2.387%)3

 

06/04/31

 

2.848

 

 

 

959,128

 

3,285,000

 

HSBC Holdings, Plc (SOFR + 2.390%)3

 

03/09/34

 

6.254

 

 

 

3,423,030

 

2,020,000

 

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

 

03/13/26

 

2.005

 

 

 

1,904,913

 

2,160,000

 

Lloyds Banking Group, Plc. (1-Year CMT Index + 1.700%)3

 

03/06/29

 

5.871

 

 

 

2,205,148

 

2,025,000

 

Lloyds Banking Group, Plc. (1-Year CMT Index + 3.750%)3

 

11/15/33

 

7.953

 

 

 

2,250,302

 

2,000,000

 

Morgan Stanley (SOFR + 1.610%)3

 

04/20/28

 

4.210

 

 

 

1,938,945

 

2,055,000

 

Morgan Stanley (SOFR + 2.560%)3

 

10/18/33

 

6.342

 

 

 

2,234,312

 

2,810,000

 

National Australia Bank, Ltd.1

 

01/12/33

 

6.429

 

 

 

2,908,758

 

2,445,000

 

NatWest Group, Plc (1-Year CMT Index + 2.850%)3

 

11/10/26

 

7.472

 

 

 

2,557,841

 

1,780,000

 

NatWest Group, Plc (1-Year CMT Index + 2.100%)3

 

03/02/34

 

6.016

 

 

 

1,849,960

 

2,360,000

 

Santander Holdings USA, Inc. (SOFR + 2.356%)3

 

03/09/29

 

6.499

 

 

 

2,372,206

 

1,525,000

 

UBS Group AG (1-Year CMT Index + 1.750%)1,3

 

05/12/28

 

4.751

 

 

 

1,470,579

 

4,025,000

 

UBS Group AG (1-Year CMT Index + 2.200%)1,3

 

01/12/34

 

5.959

 

 

 

4,113,547

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

6

   

 

BBH INCOME FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

CORPORATE BONDS (continued)

       

 

 

 

 

 

   

BANKS (continued)

       

 

 

 

 

$

6,100,000

 

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

     

3.700

%

 

$

4,697,000

 

1,245,000

 

Wells Fargo & Co. (SOFR + 2.000%)3

 

04/30/26

 

2.188

 

 

 

1,172,835

 

1,165,000

 

Wells Fargo & Co. (SOFR + 2.100%)3

 

06/02/28

 

2.393

 

 

 

1,050,335

 

3,020,000

 

Wells Fargo & Co. (SOFR + 1.500%)3

 

03/02/33

 

3.350

 

 

 

2,636,035

 

             

 

 

 

73,263,320

 

   

BEVERAGES (0.6%)

       

 

 

 

 

 

1,310,000

 

Anheuser-Busch InBev Worldwide, Inc.

 

01/23/39

 

5.450

 

 

 

1,392,158

 

2,875,000

 

Brown-Forman Corp.

 

04/15/33

 

4.750

 

 

 

2,935,676

 

             

 

 

 

4,327,834

 

   

BUILDING MATERIALS (0.3%)

       

 

 

 

 

 

2,530,000

 

James Hardie International Finance DAC1

 

01/15/28

 

5.000

 

 

 

2,383,872

 

             

 

 

 

 

 

   

COMPUTERS (0.4%)

       

 

 

 

 

 

3,250,000

 

Dell International LLC / EMC Corp.

 

02/01/33

 

5.750

 

 

 

3,293,332

 

             

 

 

 

 

 

   

DIVERSIFIED FINANCIAL SERVICES (4.1%)

       

 

 

 

 

 

2,160,000

 

AerCap Ireland Capital DAC / AerCap Global Aviation Trust

 

10/29/24

 

1.750

 

 

 

2,024,210

 

485,000

 

AerCap Ireland Capital DAC / AerCap Global Aviation Trust

 

10/15/27

 

4.625

 

 

 

467,724

 

1,265,000

 

American Express Co.

 

03/04/27

 

2.550

 

 

 

1,171,606

 

1,250,000

 

American Express Co. (SOFR + 2.255%)3

 

05/26/33

 

4.989

 

 

 

1,235,731

 

2,330,000

 

Aviation Capital Group LLC1

 

12/15/24

 

5.500

 

 

 

2,299,035

 

2,685,000

 

Avolon Holdings Funding, Ltd.1

 

07/01/24

 

3.950

 

 

 

2,607,277

 

925,000

 

Avolon Holdings Funding, Ltd.1

 

01/15/26

 

5.500

 

 

 

907,879

 

3,055,000

 

Bread Financial Holdings, Inc.1

 

12/15/24

 

4.750

 

 

 

2,696,471

 

2,338,000

 

Brightsphere Investment Group, Inc.

 

07/27/26

 

4.800

 

 

 

2,175,423

 

2,345,000

 

Capital One Financial Corp.

 

05/11/27

 

3.650

 

 

 

2,190,241

 

2,485,000

 

Drawbridge Special Opportunities Fund LP / Drawbridge Special Opportunities Finance1

 

02/15/26

 

3.875

 

 

 

2,212,923

 

2,550,000

 

GCM Grosvenor Diversified Alternatives Issuer LLC1,2

 

11/15/41

 

6.000

 

 

 

2,060,145

 

2,050,000

 

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

 

02/01/27

 

6.375

 

 

 

1,904,567

 

4,620,000

 

Sculptor Alternative Solutions LLC1,2

 

05/15/37

 

6.000

 

 

 

3,813,810

 

2,655,000

 

Strategic Credit Opportunities Partners LLC

 

04/01/26

 

4.250

 

 

 

2,396,953

 

             

 

 

 

30,163,995

 

   

ELECTRIC (2.8%)

       

 

 

 

 

 

1,840,000

 

Alabama Power Co.

 

03/15/32

 

3.050

 

 

 

1,642,113

 

945,000

 

Avista Corp.

 

04/01/52

 

4.000

 

 

 

790,414

 

2,100,000

 

Duke Energy Florida LLC

 

11/15/52

 

5.950

 

 

 

2,390,820

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

7

 

BBH INCOME FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

CORPORATE BONDS (continued)

       

 

 

 

 

 

   

ELECTRIC (continued)

       

 

 

 

 

$

1,880,000

 

Duke Energy Ohio, Inc.

 

04/01/53

 

5.650

%

 

$

1,996,078

 

1,950,000

 

Duke Energy Progress LLC

 

03/15/53

 

5.350

 

 

 

2,028,659

 

5,065,000

 

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

     

5.375

 

 

 

4,510,509

 

2,095,000

 

Narragansett Electric Co.1

 

04/09/30

 

3.395

 

 

 

1,925,628

 

2,120,000

 

Nevada Power Co.

 

05/01/53

 

5.900

 

 

 

2,377,387

 

3,030,000

 

Public Service Electric & Gas Co.

 

03/15/33

 

4.650

 

 

 

3,066,189

 

             

 

 

 

20,727,797

 

   

FOOD (0.6%)

       

 

 

 

 

 

4,355,000

 

Nestle Holdings, Inc.1

 

03/14/30

 

4.950

 

 

 

4,527,627

 

             

 

 

 

 

 

   

HEALTHCARE-PRODUCTS (0.4%)

       

 

 

 

 

 

3,035,000

 

Medtronic Global Holdings SCA

 

03/30/33

 

4.500

 

 

 

3,063,277

 

             

 

 

 

 

 

   

HEALTHCARE-SERVICES (0.7%)

       

 

 

 

 

 

2,545,000

 

PeaceHealth Obligated Group

 

11/15/50

 

3.218

 

 

 

1,835,429

 

3,260,000

 

Providence St Joseph Health Obligated Group

 

10/01/33

 

5.403

 

 

 

3,270,858

 

490,000

 

Sutter Health

 

08/15/30

 

2.294

 

 

 

414,398

 

             

 

 

 

5,520,685

 

   

INSURANCE (9.3%)

       

 

 

 

 

 

4,175,000

 

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

 

04/11/48

 

5.500

 

 

 

4,048,915

 

2,880,000

 

Ascot Group, Ltd.1

 

12/15/30

 

4.250

 

 

 

2,305,967

 

2,035,000

 

Athene Global Funding1

 

06/29/25

 

2.550

 

 

 

1,887,879

 

2,790,000

 

Athene Holding, Ltd.

 

02/01/33

 

6.650

 

 

 

2,843,572

 

5,715,000

 

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

 

01/15/40

 

4.900

 

 

 

4,593,468

 

2,920,000

 

Corebridge Financial, Inc. (5-Year CMT Index + 3.846%)1,3

 

12/15/52

 

6.875

 

 

 

2,643,987

 

4,210,000

 

Doctors Co. An Interinsurance Exchange1

 

01/18/32

 

4.500

 

 

 

3,564,122

 

1,600,000

 

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

 

09/01/40

 

5.750

 

 

 

1,335,761

 

4,100,000

 

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

 

01/15/42

 

5.500

 

 

 

2,951,577

 

5,540,000

 

F&G Annuities & Life, Inc.1

 

01/13/28

 

7.400

 

 

 

5,635,021

 

2,195,000

 

Fairfax Financial Holdings, Ltd.

 

04/29/30

 

4.625

 

 

 

2,098,199

 

4,765,000

 

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

 

04/01/41

 

6.625

 

 

 

4,502,925

 

3,128,000

 

First American Financial Corp.

 

08/15/31

 

2.400

 

 

 

2,431,079

 

1,690,000

 

Metropolitan Life Global Funding I1

 

03/21/29

 

3.300

 

 

 

1,565,794

 

2,280,000

 

Metropolitan Life Global Funding I1

 

03/28/33

 

5.150

 

 

 

2,314,902

 

1,580,000

 

Muenchener Rueckversicherungs-Gesellschaft AG in Muenchen (5-Year CMT Index + 3.982%)1,3

 

05/23/42

 

5.875

 

 

 

1,584,800

 

3,708,000

 

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

 

10/01/50

 

4.500

 

 

 

3,115,264

 

2,995,000

 

SiriusPoint, Ltd.1

 

11/01/26

 

4.600

 

 

 

2,584,685

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

8

   

 

BBH INCOME FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

CORPORATE BONDS (continued)

       

 

 

 

 

 

   

INSURANCE (continued)

       

 

 

 

 

$

3,125,000

 

Stewart Information Services Corp.

 

11/15/31

 

3.600

%

 

$

2,465,511

 

4,830,000

 

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

 

04/02/49

 

5.000

 

 

 

4,602,169

 

2,520,000

 

Teachers Insurance & Annuity Association of America1

 

05/15/50

 

3.300

 

 

 

1,799,394

 

3,655,000

 

United Insurance Holdings Corp.

 

12/15/27

 

7.250

 

 

 

2,375,750

 

6,280,000

 

Universal Insurance Holdings, Inc.

 

11/30/26

 

5.625

 

 

 

5,639,176

 

             

 

 

 

68,889,917

 

   

INVESTMENT COMPANIES (6.2%)

       

 

 

 

 

 

2,490,000

 

Capital Southwest Corp.

 

01/31/26

 

4.500

 

 

 

2,320,680

 

1,635,000

 

CION Investment Corp.

 

02/11/26

 

4.500

 

 

 

1,494,201

 

5,725,000

 

Fairfax India Holdings Corp.1

 

02/26/28

 

5.000

 

 

 

4,837,625

 

2,930,000

 

Franklin BSP Lending Corp.1

 

12/15/24

 

4.850

 

 

 

2,817,695

 

1,370,000

 

FS KKR Capital Corp.

 

02/01/25

 

4.125

 

 

 

1,298,876

 

3,450,000

 

FS KKR Capital Corp.1

 

02/14/25

 

4.250

 

 

 

3,257,735

 

2,330,000

 

Gladstone Capital Corp.

 

01/31/26

 

5.125

 

 

 

2,194,068

 

2,580,000

 

Golub Capital BDC, Inc.

 

04/15/24

 

3.375

 

 

 

2,494,962

 

1,965,000

 

Main Street Capital Corp.

 

05/01/24

 

5.200

 

 

 

1,931,320

 

2,960,000

 

MidCap Financial Investment Corp.

 

07/16/26

 

4.500

 

 

 

2,648,239

 

3,185,000

 

Morgan Stanley Direct Lending Fund

 

02/11/27

 

4.500

 

 

 

2,985,565

 

2,095,000

 

OFS Capital Corp.

 

02/10/26

 

4.750

 

 

 

1,833,969

 

1,445,000

 

Owl Rock Capital Corp. II1

 

11/26/24

 

4.625

 

 

 

1,393,276

 

2,560,000

 

Owl Rock Technology Finance Corp.1

 

06/30/25

 

6.750

 

 

 

2,462,251

 

2,535,000

 

PennantPark Floating Rate Capital, Ltd.

 

04/01/26

 

4.250

 

 

 

2,305,417

 

3,025,000

 

Saratoga Investment Corp.

 

02/28/26

 

4.375

 

 

 

2,759,236

 

3,050,000

 

Silver Point Specialty Credit Fund, L.P.1,2

 

11/04/26

 

4.000

 

 

 

2,632,403

 

1,775,000

 

Stellus Capital Investment Corp.

 

03/30/26

 

4.875

 

 

 

1,628,587

 

3,165,000

 

Trinity Capital, Inc.

 

12/15/26

 

4.250

 

 

 

2,637,923

 

             

 

 

 

45,934,028

 

   

MACHINERY-DIVERSIFIED (0.3%)

       

 

 

 

 

 

2,275,000

 

CNH Industrial Capital LLC

 

04/10/28

 

4.550

 

 

 

2,251,335

 

             

 

 

 

 

 

   

MEDIA (0.4%)

       

 

 

 

 

 

2,850,000

 

CCo. Holdings LLC / CCo. Holdings Capital Corp.1

 

03/01/31

 

7.375

 

 

 

2,792,882

 

             

 

 

 

 

 

   

PACKAGING & CONTAINERS (0.2%)

       

 

 

 

 

 

1,465,000

 

AptarGroup, Inc.

 

03/15/32

 

3.600

 

 

 

1,288,879

 

             

 

 

 

 

 

   

PHARMACEUTICALS (0.5%)

       

 

 

 

 

 

730,000

 

Bausch Health Cos., Inc.1

 

06/01/28

 

4.875

 

 

 

480,887

 

2,885,000

 

CVS Health Corp.

 

02/21/30

 

5.125

 

 

 

2,934,932

 

             

 

 

 

3,415,819

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

9

 

BBH INCOME FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

CORPORATE BONDS (continued)

       

 

 

 

 

 

   

PIPELINES (1.6%)

       

 

 

 

 

$

4,045,000

 

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

     

8.892

%

 

$

3,607,569

 

1,725,000

 

EnLink Midstream LLC1

 

09/01/30

 

6.500

 

 

 

1,742,543

 

887,000

 

EnLink Midstream Partners, LP

 

06/01/25

 

4.150

 

 

 

857,674

 

2,430,000

 

Harvest Midstream I LP1

 

09/01/28

 

7.500

 

 

 

2,377,634

 

1,150,000

 

Northriver Midstream Finance LP1

 

02/15/26

 

5.625

 

 

 

1,079,781

 

2,275,000

 

Western Midstream Operating LP

 

04/01/33

 

6.150

 

 

 

2,313,243

 

             

 

 

 

11,978,444

 

   

PRIVATE EQUITY (0.2%)

       

 

 

 

 

 

2,095,000

 

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

 

01/14/50

 

4.950

 

 

 

1,770,997

 

             

 

 

 

 

 

   

REAL ESTATE INVESTMENT TRUSTS (6.0%)

       

 

 

 

 

 

3,340,000

 

American Tower Trust #11

 

03/15/28

 

5.490

 

 

 

3,410,944

 

4,140,000

 

Arbor Realty SR, Inc.1

 

10/15/27

 

8.500

 

 

 

4,146,926

 

3,765,000

 

Blackstone Mortgage Trust, Inc.1

 

01/15/27

 

3.750

 

 

 

3,146,021

 

5,075,000

 

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

 

04/01/27

 

5.875

 

 

 

4,691,518

 

1,485,000

 

Extra Space Storage LP

 

04/01/28

 

5.700

 

 

 

1,519,446

 

2,955,000

 

Federal Realty OP LP

 

05/01/28

 

5.375

 

 

 

2,946,600

 

2,065,000

 

HAT Holdings I LLC / HAT Holdings II LLC1

 

06/15/26

 

3.375

 

 

 

1,832,909

 

2,300,000

 

HAT Holdings I LLC / HAT Holdings II LLC1

 

09/15/30

 

3.750

 

 

 

1,807,822

 

1,315,000

 

Realty Income Corp.

 

03/15/30

 

4.850

 

 

 

1,308,788

 

5,635,000

 

Realty Income Corp.

 

07/15/33

 

4.900

 

 

 

5,532,431

 

2,750,000

 

Rexford Industrial Realty LP

 

06/15/28

 

5.000

 

 

 

2,732,473

 

2,000,000

 

SBA Tower Trust1

 

01/15/28

 

6.599

 

 

 

2,097,572

 

1,380,000

 

Scentre Group Trust 1 / Scentre Group Trust 21

 

02/12/25

 

3.500

 

 

 

1,338,394

 

1,945,000

 

Scentre Group Trust 1 / Scentre Group Trust 21

 

01/28/26

 

3.625

 

 

 

1,870,748

 

1,345,000

 

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

 

09/24/80

 

5.125

 

 

 

1,135,159

 

3,495,000

 

Simon Property Group LP

 

03/08/33

 

5.500

 

 

 

3,557,482

 

2,065,000

 

Starwood Property Trust, Inc.1

 

01/15/27

 

4.375

 

 

 

1,780,505

 

             

 

 

 

44,855,738

 

   

RETAIL (0.8%)

       

 

 

 

 

 

3,450,000

 

Nordstrom, Inc.

 

04/01/30

 

4.375

 

 

 

2,698,107

 

3,390,000

 

Target Corp.

 

09/15/32

 

4.500

 

 

 

3,414,164

 

             

 

 

 

6,112,271

 

   

SEMICONDUCTORS (0.7%)

       

 

 

 

 

 

2,100,000

 

ams-OSRAM AG1

 

07/31/25

 

7.000

 

 

 

1,961,400

 

3,300,000

 

Intel Corp.

 

02/10/53

 

5.700

 

 

 

3,375,317

 

             

 

 

 

5,336,717

 

   

TELECOMMUNICATIONS (0.1%)

       

 

 

 

 

 

875,000

 

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

 

10/01/26

 

6.750

 

 

 

833,922

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

10

   

 

BBH INCOME FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

CORPORATE BONDS (continued)

       

 

 

 

 

 

   

TRUCKING & LEASING (0.6%)

       

 

 

 

 

$

1,925,000

 

Penske Truck Leasing Co. LP / PTL Finance Corp.1

 

02/01/28

 

5.700

%

 

$

1,947,717

 

2,380,000

 

Penske Truck Leasing Co. LP / PTL Finance Corp.1

 

05/01/28

 

5.550

 

 

 

2,395,846

 

             

 

 

 

4,343,563

 

   

Total Corporate Bonds
(Cost $387,565,878)

 

 

 

364,883,292

 

             

 

 

 

 

 

   

LOAN PARTICIPATIONS AND ASSIGNMENTS (13.6%)

       

 

 

 

 

 

5,110,000

 

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

 

04/20/28

 

10.000

 

 

 

5,139,076

 

3,308,228

 

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

 

08/24/28

 

8.525

 

 

 

3,300,983

 

4,525,800

 

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

 

08/11/28

 

8.369

 

 

 

4,509,552

 

2,285,834

 

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

 

04/14/28

 

8.961

 

 

 

2,262,404

 

3,011,361

 

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

 

02/10/27

 

10.548

 

 

 

2,644,366

 

2,296,560

 

Allspring Buyer LLC (3-Month USD-LIBOR + 3.000%)3

 

11/01/28

 

8.188

 

 

 

2,286,984

 

950,225

 

Allspring Buyer LLC (3-Month CME Term SOFR + 3.750%)3

 

11/01/28

 

8.648

 

 

 

948,638

 

297,826

 

Athenahealth Group, Inc. (3-Month USD-LIBOR + 3.500%)3

 

02/15/29

 

3.500

 

 

 

278,679

 

2,424,353

 

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

 

02/15/29

 

8.464

 

 

 

2,268,491

 

1,180,745

 

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

 

01/15/25

 

6.703

 

 

 

1,175,987

 

1,976,000

 

Axalta Coating Systems Dutch Holding B BV Term B4 (3-Month CME Term SOFR + 3.000%)3

 

12/20/29

 

7.898

 

 

 

1,979,715

 

2,290,750

 

Bausch Health Companies, Inc. (1-Month CME Term SOFR + 5.250%)3

 

02/01/27

 

10.240

 

 

 

1,844,054

 

2,781,800

 

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

 

11/02/26

 

8.398

 

 

 

2,753,982

 

1,372,789

 

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

 

11/01/26

 

7.090

 

 

 

1,368,259

 

3,620,925

 

Central Parent, Inc. (3-Month CME Term SOFR + 4.250%)3

 

07/06/29

 

9.148

 

 

 

3,615,421

 

1,916,239

 

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

 

04/30/26

 

8.275

 

 

 

1,911,046

 

3,831,010

 

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

 

12/11/26

 

8.530

 

 

 

3,807,066

 

2,500,000

 

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

 

10/06/23

 

6.909

 

 

 

2,498,950

 

2,260,892

 

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

 

10/02/25

 

8.909

 

 

 

2,123,045

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

11

 

BBH INCOME FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

LOAN PARTICIPATIONS AND ASSIGNMENTS (continued)

       

 

 

 

 

$

2,318,858

 

Elanco Animal Health, Inc. (1-Month CME Term SOFR + 1.750%)3

 

08/01/27

 

6.653

%

 

$

2,250,451

 

1,905,975

 

Geon Performance Solutions LLC (Fka. Echo US Holdings LLC) (3-Month USD-LIBOR + 4.500%)3

 

08/18/28

 

9.659

 

 

 

1,887,716

 

1,649,165

 

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

 

09/29/28

 

9.659

 

 

 

1,642,684

 

1,555,612

 

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

 

03/14/25

 

9.203

 

 

 

950,479

 

4,867,844

 

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

 

06/22/28

 

9.530

 

 

 

4,776,572

 

1,657,220

 

Iridium Satellite LLC Term B2 (1-Month CME Term SOFR + 2.500%)3

 

11/04/26

 

7.582

 

 

 

1,654,254

 

2,542,033

 

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

 

05/05/28

 

8.525

 

 

 

2,538,169

 

2,262,900

 

LendingTree, Inc. Term B (1-Month USD-LIBOR + 3.750%)3

 

09/15/28

 

8.780

 

 

 

1,917,808

 

2,788,875

 

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

 

01/31/25

 

7.097

 

 

 

2,584,367

 

3,019,500

 

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

 

10/23/28

 

8.275

 

 

 

2,928,492

 

3,039,300

 

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

 

12/08/28

 

8.275

 

 

 

2,978,514

 

3,028,875

 

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

 

09/01/28

 

9.203

 

 

 

2,590,324

 

2,659,988

 

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

 

10/01/25

 

8.427

 

 

 

2,648,763

 

5,546,213

 

OCM System One Buyer CTB LLC (3-Month CME Term SOFR + 4.000%)3

 

03/02/28

 

9.114

 

 

 

5,459,581

 

2,360,288

 

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

 

06/02/28

 

8.000

 

 

 

2,355,378

 

3,072,300

 

Propulsion (BC) Newco LLC (3-Month CME Term SOFR + 4.000%)3

 

09/14/29

 

8.898

 

 

 

3,021,423

 

1,899,000

 

SkyMiles IP, Ltd. (3-Month CME Term SOFR + 3.750%)3

 

10/20/27

 

8.798

 

 

 

1,965,997

 

1,805,475

 

Starwood Property Mortgage LLC (1-Month CME Term SOFR + 3.250%)3

 

11/18/27

 

8.232

 

 

 

1,742,283

 

3,714,200

 

United AirLines, Inc. Term B (1-Month USD-LIBOR + 3.750%)3

 

04/21/28

 

8.770

 

 

 

3,696,780

 

1,125,806

 

Verscend Holding Corp. Team B1 (1-Month USD-LIBOR + 4.000%)3

 

08/27/25

 

9.025

 

 

 

1,123,701

 

1,788,948

 

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

 

12/31/25

 

6.759

 

 

 

1,780,200

 

2,145,000

 

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

 

05/30/25

 

6.775

 

 

 

2,141,547

 

   

Total Loan Participations and Assignments
(Cost $104,373,762)

 

 

 

101,352,181

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

12

   

 

BBH INCOME FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

MUNICIPAL BONDS (0.8%)

       

 

 

 

 

$

1,645,000

 

Indiana Finance Authority, Revenue Bonds

 

03/01/51

 

3.313

%

 

$

1,139,750

 

5,605,000

 

Port Authority of New York & New Jersey, Revenue Bonds

 

10/01/33

 

2.000

 

 

 

4,633,074

 

   

Total Municipal Bonds
(Cost $7,329,244)

 

 

 

5,772,824

 

             

 

 

 

 

 

   

PREFERRED STOCK (2.5%)

       

 

 

 

 

 

99,600

 

Crescent Capital BDC, Inc.

 

05/25/26

 

5.000

 

 

 

2,330,640

 

178,600

 

Eagle Point Credit Co., Inc.

 

01/31/29

 

5.375

 

 

 

3,875,620

 

66,200

 

Ellington Financial, Inc. (5-Year CMT Index + 5.130%)3,5

     

8.625

 

 

 

1,453,090

 

132,600

 

Gladstone Investment Corp.

 

11/01/28

 

4.875

 

 

 

3,151,902

 

93,600

 

Horizon Technology Finance Corp.

 

03/30/26

 

4.875

 

 

 

2,274,480

 

130,800

 

Oxford Lane Capital Corp.

 

01/31/27

 

5.000

 

 

 

2,953,464

 

114,000

 

Trinity Capital, Inc.

 

01/16/25

 

7.000

 

 

 

2,889,900

 

   

Total Preferred Stock
(Cost $20,425,836)

 

 

 

18,929,096

 

             

 

 

 

 

 

   

RESIDENTIAL MORTGAGE BACKED SECURITIES (0.1%)

       

 

 

 

 

 

451,332

 

Cascade Funding Mortgage Trust 2018-RM21,3,4

 

10/25/68

 

4.000

 

 

 

436,951

 

520,967

 

Cascade Funding Mortgage Trust 2019-RM31,3,4

 

06/25/69

 

2.800

 

 

 

503,058

 

348,365

 

RMF Proprietary Issuance Trust 2019-11,3,4

 

10/25/63

 

2.750

 

 

 

286,416

 

   

Total Residential Mortgage Backed Securities
(Cost $1,316,509)

 

 

 

1,226,425

 

             

 

 

 

 

 

   

U.S. GOVERNMENT AGENCY OBLIGATIONS (0.7%)

       

 

 

 

 

 

5,000,000

 

Federal Home Loan Bank Discount Notes6

 

05/01/23

 

0.000

 

 

 

5,000,000

 

   

Total U.S. Government Agency Obligations
(Cost $5,000,000)

 

 

 

5,000,000

 

             

 

 

 

 

 

   

U.S. TREASURY BILLS (0.2%)

       

 

 

 

 

 

1,800,000

 

U.S. Treasury Bill6

 

05/09/23

 

0.000

 

 

 

1,798,269

 

   

Total U.S. Treasury Bills
(Cost $1,798,269)

 

 

 

1,798,269

 

             

 

 

 

 

 

   

U.S. TREASURY BONDS AND NOTES (9.0%)

       

 

 

 

 

 

3,900,000

 

U.S. Treasury Bond7

 

08/15/41

 

1.750

 

 

 

2,836,793

 

35,075,000

 

U.S. Treasury Bond

 

11/15/42

 

4.000

 

 

 

36,127,250

 

25,725,000

 

U.S. Treasury Note

 

02/15/53

 

3.625

 

 

 

25,507,945

 

1,200,000

 

U.S. Treasury Note7

 

10/31/23

 

1.625

 

 

 

1,180,734

 

300,000

 

U.S. Treasury Note7

 

08/15/26

 

1.500

 

 

 

279,809

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

13

 

BBH INCOME FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

U.S. TREASURY BONDS AND NOTES (continued)

       

 

 

 

 

 

$

500,000

 

U.S. Treasury Note7

 

08/31/28

 

1.125

%

 

$

441,817

 

 

150,000

 

U.S. Treasury Note7

 

12/31/28

 

1.375

 

 

 

133,682

 

 

400,000

 

U.S. Treasury Note7

 

05/15/30

 

0.625

 

 

 

329,954

 

 

   

Total U.S. Treasury Bonds and Notes
(Cost $64,344,761)

 

 

 

66,837,984

 

 

             

 

 

 

 

 

 

TOTAL INVESTMENTS (Cost $780,517,913)8

 

100.0

%

 

$

745,269,304

 

 

LIABILITIES IN EXCESS OF CASH AND OTHER ASSETS

 

(0.0

)%

 

 

(223,519

)

 

NET ASSETS

 

100.0

%

 

$

745,045,785

 

____________

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, 2023 was $ 328,461,693 or 44.1% of net assets.

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, 2023 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 of investments and derivatives for federal income tax purposes is $780,517,913, the aggregate gross unrealized appreciation is $13,754,716 and the aggregate gross unrealized depreciation is $43,112,272, resulting in net unrealized depreciation of $29,357,556.

Abbreviations:

CME − Chicago Mercantile Exchange.

CMT − Constant Maturity Treasury.

LIBOR − London Interbank Offered Rate.

SOFR − Secured Overnight Financing Rate.

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

14

   

 

BBH INCOME FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

FINANCIAL FUTURES CONTRACTS

The following futures contracts were open at April 30, 2023:

Description

 

Number of
Contracts

 

Expiration
Date

 

Notional
Amount

 

Market
Value

 

Unrealized
Appreciation/
(Depreciation)

Contracts to Buy:

         

 

   

 

   

 

 

 

U.S. Long Bond

 

115

 

June 2023

 

$

14,587,716

 

$

15,140,469

 

$

552,753

 

U.S. Treasury 2-Year Notes

 

80

 

June 2023

 

 

16,335,328

 

 

16,493,125

 

 

157,797

 

U.S. Treasury 10-Year Notes

 

453

 

June 2023

 

 

50,612,133

 

 

52,187,016

 

 

1,574,883

 

U.S. Ultra 10-Year Notes

 

810

 

June 2023

 

 

94,829,161

 

 

98,377,031

 

 

3,547,870

 

U.S. Ultra Bond

 

158

 

June 2023

 

 

21,534,437

 

 

22,342,187

 

 

807,750

 

           

 

   

 

   

$

6,641,053

 

Contracts to Sell:

         

 

   

 

   

 

 

 

U.S. Treasury 5-Year Notes

 

300

 

June 2023

 

$

32,172,656

 

 

32,922,656

 

$

(750,000

)

Net Unrealized Gain on Open Futures Contracts

         

 

   

 

   

$

5,891,053

 

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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

15

 

BBH INCOME FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (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.

16

   

 

BBH INCOME FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2023.

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, 2023

Asset Backed Securities

 

$

 

$

128,556,320

 

$

6,446,862

 

$

135,003,182

Commercial Mortgage Backed Securities

 

 

 

 

40,495,170

 

 

3,970,881

 

 

44,466,051

Corporate Bonds

 

 

 

 

356,376,934

 

 

8,506,358

 

 

364,883,292

Loan Participations and Assignments

 

 

 

 

101,352,181

 

 

 

 

101,352,181

Municipal Bonds

 

 

 

 

5,772,824

 

 

 

 

5,772,824

Preferred Stock

 

 

18,929,096

 

 

 

 

 

 

18,929,096

Residential Mortgage Backed Securities

 

 

 

 

1,226,425

 

 

 

 

1,226,425

U.S. Government Agency Obligations

 

 

 

 

5,000,000

 

 

 

 

5,000,000

U.S. Treasury Bills

 

 

 

 

1,798,269

 

 

 

 

1,798,269

U.S. Treasury Bonds and Notes

 

 

 

 

66,837,984

 

 

 

 

66,837,984

Total Investment, at value

 

$

18,929,096

 

$

707,416,107

 

$

18,924,101

 

$

745,269,304

Other Financial Instruments, at value

 

 

   

 

   

 

   

 

 

Financial Futures Contracts

 

$

5,891,053

 

$

 

$

 

$

5,891,053

Other Financial Instruments, at value

 

$

5,891,053

 

$

 

$

 

$

5,891,053

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

17

 

BBH INCOME FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (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, 2023:

 

Asset Backed
Securities

 

Commercial
Mortgage
Backed
Securities

 

Corporate
Bonds

 

Total

Balance as of October 31, 2022

 

$

6,860,896

 

 

$

6,703,260

 

 

$

11,623,862

 

 

$

25,188,018

 

Purchases

 

 

 

 

 

 

 

 

395,513

 

 

 

395,513

 

Sales/Paydowns

 

 

(658,896

)

 

 

(2,557,389

)

 

 

 

 

 

(3,216,285

)

Realized gains/(losses)

 

 

 

 

 

 

 

 

 

 

 

 

Change in unrealized appreciation/(depreciation)

 

 

244,862

 

 

 

(175,449

)

 

 

341,900

 

 

 

411,313

 

Amortization

 

 

 

 

 

459

 

 

 

15,034

 

 

 

15,493

 

Transfers from Level 3

 

 

 

 

 

 

 

 

(3,869,951

)

 

 

(3,869,951

)

Transfers to Level 3

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of April 30, 2023

 

$

6,446,862

 

 

$

3,970,881

 

 

$

8,506,358

 

 

$

18,924,101

 

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.

18

   

 

BBH INCOME FUND

STATEMENT OF ASSETS AND LIABILITIES

April 30, 2023 (unaudited)

ASSETS:

 

 

 

 

Investments in securities, at value (Cost $780,517,913)

 

$

745,269,304

 

Cash

 

 

430,080

 

Foreign currency at value (Cost $226)

 

 

255

 

Receivables for:

 

 

 

 

Interest

 

 

5,956,161

 

Futures variation margin on open contracts

 

 

1,193,426

 

Shares sold

 

 

111,091

 

Dividends

 

 

73,709

 

Investments sold

 

 

66,883

 

Prepaid expenses

 

 

2,192

 

Total Assets

 

 

753,103,101

 

   

 

 

 

LIABILITIES:

 

 

 

 

Payables for:

 

 

 

 

Investments purchased

 

 

5,799,533

 

Shares redeemed

 

 

1,572,530

 

Dividends declared

 

 

335,710

 

Investment advisory and administrative fees

 

 

226,531

 

Professional fees

 

 

47,145

 

Custody and fund accounting fees

 

 

42,271

 

Transfer agent fees

 

 

5,723

 

Board of Trustees’ fees

 

 

442

 

Accrued expenses and other liabilities

 

 

27,431

 

Total Liabilities

 

 

8,057,316

 

NET ASSETS

 

$

745,045,785

 

   

 

 

 

Net Assets Consist of:

 

 

 

 

Paid-in capital

 

$

824,921,230

 

Accumulated deficit

 

 

(79,875,445

)

Net Assets

 

$

745,045,785

 

   

 

 

 

NET ASSET VALUE AND OFFERING PRICE PER SHARE

 

 

 

 

CLASS I SHARES

 

 

 

 

($745,045,785 ÷ 83,524,059 shares outstanding)

 

$

8.92

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

19

 

BBH INCOME FUND

STATEMENT OF OPERATIONS

For the six months ended April 30, 2023 (unaudited)

NET INVESTMENT INCOME:

 

 

 

 

Income:

 

 

 

 

Dividends

 

$

534,895

 

Interest income (net of foreign withholding taxes of $3,780)

 

 

17,479,740

 

Interest income from affiliates

 

 

12,021

 

Other income

 

 

28,214

 

Total Income

 

 

18,054,870

 

   

 

 

 

Expenses:

 

 

 

 

Investment advisory and administrative fees

 

 

1,277,245

 

Custody and fund accounting fees

 

 

61,264

 

Professional fees

 

 

46,587

 

Board of Trustees’ fees

 

 

35,811

 

Transfer agent fees

 

 

17,941

 

Miscellaneous expenses

 

 

35,818

 

Total Expenses

 

 

1,474,666

 

Net Investment Income

 

 

16,580,204

 

   

 

 

 

NET REALIZED AND UNREALIZED GAIN:

 

 

 

 

Net realized loss on investments in securities

 

 

(2,651,320

)

Net realized loss on futures contracts

 

 

(12,690,574

)

Net realized loss on investments in securities and futures contracts

 

 

(15,341,894

)

   

 

 

 

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

 

 

23,035,465

 

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

 

 

22,259,725

 

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

 

 

27

 

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

 

 

45,295,217

 

Net Realized and Unrealized Gain

 

 

29,953,323

 

Net Increase in Net Assets Resulting from Operations

 

$

46,533,527

 

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

20

   

 

BBH INCOME FUND

STATEMENTS OF CHANGES IN NET ASSETS

   

 

For the
six months
ended
April 30, 2023
(unaudited)

 

For the year
ended
October 31,
2022

INCREASE/(DECREASE) IN NET ASSETS FROM:

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

Net investment income

 

$

16,580,204

 

 

$

21,964,633

 

Net realized loss on investments in securities and futures contracts

 

 

(15,341,894

)

 

 

(36,598,001

)

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

 

 

45,295,217

 

 

 

(86,805,617

)

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

 

 

46,533,527

 

 

 

(101,438,985

)

   

 

 

 

 

 

 

 

Dividends and distributions declared:

 

 

 

 

 

 

 

 

Class I

 

 

(16,547,690

)

 

 

(21,910,553

)

   

 

 

 

 

 

 

 

Share transactions:

 

 

 

 

 

 

 

 

Proceeds from sales of shares

 

 

205,566,090

 

 

 

141,932,385

 

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

 

 

2,159,572

 

 

 

2,974,846

 

Proceeds from short-term redemption fees

 

 

5,692

 

 

 

1,609

 

Cost of shares redeemed

 

 

(39,939,022

)

 

 

(86,537,595

)

Net increase in net assets resulting from share transactions

 

 

167,792,332

 

 

 

58,371,245

 

Total increase/(decrease) in net assets

 

 

197,778,169

 

 

 

(64,978,293

)

   

 

 

 

 

 

 

 

NET ASSETS:

 

 

 

 

 

 

 

 

Beginning of period/year

 

 

547,267,616

 

 

 

612,245,909

 

End of period/year

 

$

745,045,785

 

 

$

547,267,616

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

21

 

BBH INCOME FUND

FINANCIAL HIGHLIGHTS

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

 

For the
six months
ended
April 30,
2023
(unaudited)

 





For the years ended October 31,

 

For the
period from
June 27, 2018
(commencement
of operations) to
October 31, 2018

2022

 

2021

 

2020

 

2019

 

Net asset value, beginning of
period
/year

 

$

8.49

 

 

$

10.49

 

 

$

10.77

 

 

$

10.61

 

 

$

9.83

 

 

$

10.00

 

Income from investment operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income1

 

 

0.23

 

 

 

0.36

 

 

 

0.34

 

 

 

0.34

 

 

 

0.36

 

 

 

0.10

 

Net realized and unrealized
gain (loss)

 

 

0.43

 

 

 

(2.00

)

 

 

0.15

 

 

 

0.46

 

 

 

0.78

 

 

 

(0.17

)

Total income (loss) from
investment operations

 

 

0.66

 

 

 

(1.64

)

 

 

0.49

 

 

 

0.80

 

 

 

1.14

 

 

 

(0.07

)

Dividends and distributions to shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From net investment income

 

 

(0.23

)

 

 

(0.36

)

 

 

(0.33

)

 

 

(0.34

)

 

 

(0.36

)

 

 

(0.10

)

From net realized gains

 

 

 

 

 

 

 

 

(0.44

)

 

 

(0.30

)

 

 

 

 

 

 

Total dividends and distributions to shareholders

 

 

(0.23

)

 

 

(0.36

)

 

 

(0.77

)

 

 

(0.64

)

 

 

(0.36

)

 

 

(0.10

)

Short-term redemptions fees1

 

 

0.002

 

 

 

0.002

 

 

 

0.002

 

 

 

0.002

 

 

 

0.002

 

 

 

 

Net asset value, end of period/year

 

$

8.92

 

 

$

8.49

 

 

$

10.49

 

 

$

10.77

 

 

$

10.61

 

 

$

9.83

 

Total return3

 

 

7.78

%4

 

 

(15.93

)%

 

 

4.64

%

 

 

7.87

%

 

 

11.76

%

 

 

(0.75

)%4

Ratios/Supplemental data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of period/year (in millions)

 

$

745

 

 

$

547

 

 

$

612

 

 

$

468

 

 

$

406

 

 

$

147

 

Ratio of expenses to average net assets before reductions

 

 

0.46

%5

 

 

0.47

%

 

 

0.47

%

 

 

0.48

%

 

 

0.52

%

 

 

0.67

%6

Fee waiver7

 

 

%5

 

 

%

 

 

%

 

 

%

 

 

(0.02

)%

 

 

(0.17

)%6

Ratio of expenses to average net assets after reductions

 

 

0.46

%5

 

 

0.47

%

 

 

0.47

%

 

 

0.48

%

 

 

0.50

%

 

 

0.50

%6

Ratio of net investment income to average net assets

 

 

5.19

%5

 

 

3.77

%

 

 

3.19

%

 

 

3.24

%

 

 

3.49

%

 

 

3.12

%6

Portfolio turnover rate

 

 

34

%4

 

 

56

%

 

 

69

%

 

 

116

%

 

 

77

%

 

 

94

%4

____________

1       Calculated using average shares outstanding for the period/year.

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, 2023, the years ended October 31, 2022, 2021, 2020, 2019, and the period from June 27, 2018 to 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, 2024 and may only be terminated during its term with approval of the Fund’s Board of Trustees. For the six months ended April 30, 2023, the years ended October 31, 2022, 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.

22

   

 

BBH INCOME FUND

NOTES TO FINANCIAL STATEMENTS

April 30, 2023 (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, 2023, 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, 2023, 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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

23

 

BBH INCOME FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (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, 2023, are listed in the Portfolio of Investments.

For the six months ended April 30, 2023, the average monthly notional amount of open futures contracts was $247,415,846. The range of monthly notional amounts was $230,071,431 to $266,041,236.

  

24

   

 

BBH INCOME FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

Fair Values of Derivative Instruments as of April 30, 2023

Derivatives not accounted for as economically hedging instruments under authoritative guidance for derivatives instruments and hedging activities:

 

Risk

 

Asset Derivatives

 

Liability Derivatives

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

 

$6,641,053

*

 

Net unrealized
appreciation/
(depreciation) on
futures contracts

 

$(750,000

)*

           

 

 

     

 

 

   

Total

     

$6,641,053

 

     

$(750,000

)

____________

*   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

 

$

(12,690,574

)

       

 

 

 

   

Net Change in Unrealized Appreciation/(Depreciation) on Derivatives

 

 

 

 

   

Futures Contracts

 

$

22,259,725

 

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 and Regulation D of the 1933 Act (“Private Placement Securities”). A Private Placement Security may be considered illiquid, under the U.S. Securities and Exchange Commission (“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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

25

 

BBH INCOME FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (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 of a tax position taken or expected to be taken in a tax return. The Fund did not have any

  

26

   

 

BBH INCOME FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

unrecognized tax benefits as of October 31, 2022, 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, 2023, 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 $16,547,690 to Class I shareholders during the six months ended April 30, 2023. 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, 2022 and 2021, respectively, were as follows:

 

Distributions paid from:

   

Ordinary
income

 

Net
long-term
capital
gain

 

Total
taxable
distributions

 

Tax return
of capital

 

Total
distributions
paid

2022:

 

$  21,910,553

 

$              

 

$  21,910,553

 

$        

 

$

  21,910,553

2021:

 

  30,192,596

 

 6,525,975

 

  36,718,571

 

          

 

 

  36,718,571

As of October 31, 2022 and 2021, 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)

2022:

 

$   28,575

 

$           

 

$ (48,543,872)

 

$ 13,306,759

 

$ (74,652,744)

 

$  (109,861,282)

2021:

 

 114,713

 

          

 

        (257,363)

 

    1,478,034

 

  12,152,873

 

      13,488,257

The Fund had $48,543,872 of post-December 22, 2010 net capital loss carryforwards as of October 31, 2022, of which $24,444,322 and $24,099,550, is attributable to short-term and long-term capital losses, respectively.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

27

 

BBH INCOME FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (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. Effective June 27, 2018 (commencement of operations), under a combined Investment Advisory and Administrative Services Agreement (“Agreement”) with the Trust, Brown Brothers Harriman & Co. (“BBH”) through a separately identifiable department (“SID” or “Investment Adviser”) provides investment advisory, portfolio management and administrative services to the Fund. The Fund pays a combined fee for investment advisory and administrative services calculated daily and paid monthly at an annual rate equivalent to 0.40% per annum. For the six months ended April 30, 2023, the Fund incurred $1,277,245 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%. The agreement will terminate on March 1, 2024, 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, 2023, the Investment Adviser waived fees in the amount of $0 for Class I.

  

28

   

 

BBH INCOME FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

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% per annum of the Fund’s net asset value. For the six months ended April 30, 2023, the Fund incurred $61,264 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, 2023 was $12,021. This amount is included in “Interest income from affiliates” 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 BBH Overdraft Base Rate plus 2% on the day of the overdraft. The Fund did not incur any such fees during the six months ended April 30, 2023. 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, 2023, the Fund incurred $35,811 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, 2023, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $388,934,606 and $215,538,187, 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, 2023 (unaudited)

 

For the year ended
October 31, 2022

   

Shares

 

Dollars

 

Shares

 

Dollars

Class I

   

 

   

 

   

 

   

 

Shares sold

 

23,377,362

 

 

$  205,566,090

 

 

14,985,215

 

 

$ 141,932,385

 

Shares issued in connection with reinvestments of dividends

 

245,465

 

 

2,159,572

 

 

315,033

 

 

2,974,846

 

Proceeds from short-term redemption fees

 

N/A

 

 

5,692

 

 

N/A

 

 

1,609

 

Shares redeemed

 

(4,579,886

)

 

(39,939,022

)

 

(9,170,419

)

 

(86,537,595

)

Net increase

 

19,042,941

 

 

$  167,792,332

 

 

6,129,829

 

 

$   58,371,245

 

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

29

 

BBH INCOME FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (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 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 (non-U.S. 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 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 and assignment, 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

  

30

   

 

BBH INCOME FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

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 (large shareholder risk). Even though the Fund’s investments in repurchase agreements are collateralized at all times, there is 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, Regulation D and Rule 144A which have not been registered with the 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 affect the fund’s performance and/or net asset value (LIBOR transition risk). The Fund may invest in convertible securities which may perform in a similar manner to a regular debt security and are subject to variety of risks, including investment risk and interest rate risk (convertible securities risk). The Fund may invest in preferred securities which are equity interests in a company that entitle the holder to receive common stock, dividends and a fixed share of the proceeds resulting from a liquidation of the company, in preference to the holders of other securities. Preferred securities are subject to issuer specific and market risks applicable generally to equity securities (preferred securities risk). The extent of the Fund’s exposure to these risks in respect to these financial assets is included in their value as recorded in the Fund’s Statement of Assets and Liabilities.

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

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

31

 

BBH INCOME FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

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

7.  Subsequent Events. Management has evaluated events and transactions that have occurred since April 30, 2023 through the date the financial statements were issued and determined that there were no subsequent events that would require recognition or additional disclosure in the financial statements.

  

32

   

 

BBH INCOME FUND

DISCLOSURE OF FUND EXPENSES

April 30, 2023 (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, 2022, to April 30, 2023).

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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

33

 

BBH INCOME FUND

DISCLOSURE OF FUND EXPENSES (continued)

April 30, 2023 (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, 2022

 

Ending
Account Value
April 30, 2023

 

Expenses Paid
During Period
November 1, 2022 to
April 30, 20231

Class I

           

Actual

 

$1,000

 

$1,078

 

$2.37

Hypothetical2

 

$1,000

 

$1,023

 

$2.31

____________

1   Expenses are equal to the Fund’s annualized expense ratio of 0.46% 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.

  

34

   

 

BBH INCOME FUND

DISCLOSURE OF ADVISOR SELECTION

April 30, 2023 (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.

The Board, a majority of which is comprised of Independent Trustees, held a telephonic meeting on November 17, 2022 and an in-person meeting on December 13 2022, 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 13, 2022 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 Gartenberg 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

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

35

 

BBH INCOME FUND

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (unaudited)

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.

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 13, 2022 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 17, 2022 and December 13, 2022 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

  

36

   

 

BBH INCOME FUND

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (unaudited)

the positioning of the Fund relative to its selected peer category. The Board considered investment performance for the Fund over the 1-, 2-, 3- and 4-year periods ended September 30, 2022 as compared to a its peer category, noting the Fund’s above average performance 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.

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 contractual 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 profitability data for the Fund using data from October 1, 2021 through September 30, 2022, 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 and corresponding expenses. The Board conducted a detailed review of the expense 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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

37

 

BBH INCOME FUND

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (unaudited)

Economies of Scale

The Board also considered the existence of any economies of scale and whether those economies are passed along to the Fund’s shareholders through a graduated investment advisory fee schedule or other means, including any fee waivers by the Investment Adviser and BBH. The Board considered the fee schedule for the Fund on the information they 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. 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.

  

38

   

 

BBH INCOME FUND

CONFLICTS OF INTEREST

April 30, 2023 (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

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

39

 

BBH INCOME FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

or similar investment strategies. To the extent that the same investment opportunities might 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 and administrative services through the SID, BBH provides 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

  

40

   

 

BBH INCOME FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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. 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

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

41

 

BBH INCOME FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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 in accordance with Rule 2a-5 under the 1940 Act. 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.

  

42

   

 

BBH INCOME FUND

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

April 30, 2023 (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 has appointed three members of the Brown Brothers Harriman & Co. Mutual Fund Advisory Department, the Investment Adviser to the funds of BBH Trust (the “Funds”), as the Program Administrator for the Fund’s liquidity risk management program (the “Program”). The Board met on March 7, 2023 to review the Program for the Funds pursuant to the Liquidity Rule. The Program Administrator provided the Board with a report (the “Report”) that addressed the operations of the Program and assessed its adequacy and effectiveness for the period from February 1, 2022 through January 31, 2023 (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. The Fund classified each of its investments into one of four liquidity categories based on the number of days reasonably needed to sell and convert a reasonably anticipated sized trade of each investment into cash without significantly impacting the price of the investments. The Program Administrator relied on a third-party data provider to facilitate the classification of the Fund’s investments based on criteria in the Fund’s Program. During the Reporting Period, the Fund did not hold more than 15% of its net assets in illiquid investments.

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 the Fund did not approach the 50% threshold, has made the determination that it is not necessary to assign a Highly Liquid Investment Minimum to the Fund as provided for in the Liquidity Rule.

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 the 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.

  

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

43

 

BBH INCOME FUND

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

(continued)

April 30, 2023 (unaudited)

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 the 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 the Fund’s short-term and long-term cash flow projections.

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

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.

44

   

 

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

To obtain information or make shareholder inquiries:

 

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

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

 

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

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

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

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

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

 

   

Semi-Annual Report

APRIL 30, 2023

BBH Intermediate Municipal Bond Fund

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF ALLOCATION

April 30, 2023 (unaudited)

BREAKDOWN BY SECURITY TYPE

 

U.S. $ Value

 

Percent of
Net Assets

Municipal Bonds

 

$737,725,780

     

  99.9%

   

Cash and Other Assets in Excess of Liabilities

 

          586,352

     

 0.1

   

NET ASSETS

 

$738,312,132

     

100.0%

   

All data as of April 30, 2023. 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

 

$146,218,025

     

  19.8%

   

AA

 

336,644,932

     

  45.6

   

A

 

194,396,544

     

  26.4

   

BBB

 

    60,466,279

     

 8.2

   

TOTAL INVESTMENTS

 

$737,725,780

     

100.0%

   

All data as of April 30, 2023. 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, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

MUNICIPAL BONDS (99.9%)

       

 

 

 

 

 

   

Arizona (3.0%)

       

 

 

 

 

$

2,000,000

 

Coconino County Pollution Control Corp., Revenue Bonds1,2

 

09/01/32

 

4.125

%

 

$

2,020,824

 

3,000,000

 

County of Yavapai Industrial Development Authority, Revenue Bonds

 

06/01/27

 

1.300

 

 

 

2,667,445

 

3,800,000

 

Salt Verde Financial Corp., Revenue Bonds

 

12/01/28

 

5.250

 

 

 

4,013,773

 

3,000,000

 

Salt Verde Financial Corp., Revenue Bonds

 

12/01/32

 

5.000

 

 

 

3,188,079

 

10,000,000

 

Salt Verde Financial Corp., Revenue Bonds

 

12/01/37

 

5.000

 

 

 

10,363,267

 

   

Total Arizona

       

 

 

 

22,253,388

 

             

 

 

 

 

 

   

California (8.3%)

       

 

 

 

 

 

9,550,000

 

Allan Hancock Joint Community College District, General Obligation Bonds3

 

08/01/42

 

0.000

 

 

 

7,677,855

 

3,270,000

 

Anaheim Public Financing Authority, Revenue Bonds, AGM3

 

09/01/30

 

0.000

 

 

 

2,573,909

 

1,000,000

 

Antelope Valley Community College District, General Obligation Bonds3

 

08/01/32

 

0.000

 

 

 

744,932

 

1,000,000

 

Antelope Valley Community College District, General Obligation Bonds3

 

08/01/34

 

0.000

 

 

 

665,047

 

1,000,000

 

Antelope Valley Community College District, General Obligation Bonds3

 

08/01/36

 

0.000

 

 

 

582,995

 

1,000,000

 

Antelope Valley Community College District, General Obligation Bonds3

 

08/01/38

 

0.000

 

 

 

512,941

 

2,000,000

 

Center Joint Unified School District, General Obligation Bonds, BAM3

 

08/01/31

 

0.000

 

 

 

1,542,999

 

1,040,000

 

Chaffey Joint Union High School District, General Obligation Bonds3

 

08/01/33

 

0.000

 

 

 

738,167

 

1,000,000

 

Chaffey Joint Union High School District, General Obligation Bonds3

 

02/01/34

 

0.000

 

 

 

694,579

 

1,000,000

 

Chaffey Joint Union High School District, General Obligation Bonds3

 

08/01/39

 

0.000

 

 

 

506,613

 

1,500,000

 

Chaffey Joint Union High School District, General Obligation Bonds3

 

08/01/40

 

0.000

 

 

 

715,752

 

1,000,000

 

Chaffey Joint Union High School District, General Obligation Bonds3

 

08/01/42

 

0.000

 

 

 

429,434

 

1,785,000

 

Chaffey Joint Union High School District, General Obligation Bonds3

 

08/01/43

 

0.000

 

 

 

725,913

 

1,000,000

 

Chaffey Joint Union High School District, General Obligation Bonds3

 

08/01/44

 

0.000

 

 

 

384,743

 

1,450,000

 

Chino Valley Unified School District, General Obligation Bonds3

 

08/01/34

 

0.000

 

 

 

975,582

 

2,200,000

 

Chino Valley Unified School District, General Obligation Bonds3

 

08/01/35

 

0.000

 

 

 

1,402,597

 

1,015,000

 

Downey Unified School District, General Obligation Bonds3

 

08/01/33

 

0.000

 

 

 

722,604

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

3

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

MUNICIPAL BONDS (continued)

       

 

 

 

 

 

   

California (continued)

       

 

 

 

 

$

1,000,000

 

Downey Unified School District, General Obligation Bonds3

 

08/01/35

 

0.000

%

 

$

648,538

 

5,240,000

 

Glendale Community College District, General Obligation Bonds3

 

08/01/36

 

0.000

 

 

 

3,136,572

 

1,900,000

 

Glendale Community College District, General Obligation Bonds3

 

08/01/37

 

0.000

 

 

 

1,073,385

 

1,000,000

 

Grossmont Healthcare District, General Obligation Bonds, AMBAC3

 

07/15/30

 

0.000

 

 

 

800,595

 

1,110,000

 

Lake Tahoe Unified School District, General Obligation Bonds, NPFG3

 

08/01/30

 

0.000

 

 

 

892,297

 

2,000,000

 

Lake Tahoe Unified School District, General Obligation Bonds, AGM3

 

08/01/45

 

0.000

 

 

 

1,611,011

 

755,000

 

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

 

11/15/27

 

4.709

 

 

 

746,743

 

8,365,000

 

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

 

07/01/27

 

4.188

 

 

 

8,305,040

 

1,310,000

 

Palmdale Elementary School District, General Obligation Bonds, AGM3

 

08/01/36

 

0.000

 

 

 

802,707

 

975,000

 

Placer Union High School District, General Obligation Bonds, AGM3

 

08/01/30

 

0.000

 

 

 

772,118

 

6,300,000

 

Rio Hondo Community College District, General Obligation Bonds3

 

08/01/36

 

0.000

 

 

 

3,855,328

 

13,000,000

 

Rio Hondo Community College District, General Obligation Bonds3

 

08/01/43

 

0.000

 

 

 

5,026,163

 

1,035,000

 

Roseville Joint Union High School District, General Obligation Bonds3

 

08/01/33

 

0.000

 

 

 

705,987

 

6,620,000

 

Rowland Unified School District, General Obligation Bonds3

 

08/01/34

 

0.000

 

 

 

4,296,428

 

3,000,000

 

San Diego Unified School District, General Obligation Bonds3

 

07/01/36

 

0.000

 

 

 

1,774,485

 

3,000,000

 

San Diego Unified School District, General Obligation Bonds3

 

07/01/37

 

0.000

 

 

 

1,689,020

 

1,975,000

 

San Mateo Union High School District, General Obligation Bonds3

 

09/01/41

 

0.000

 

 

 

1,921,415

 

1,095,000

 

Santa Rita Union School District, General Obligation Bonds, AGM3

 

08/01/33

 

0.000

 

 

 

768,263

 

1,040,000

 

Windsor Unified School District, General Obligation Bonds3

 

08/01/33

 

0.000

 

 

 

724,174

 

   

Total California

       

 

 

 

61,146,931

 

   

Colorado (1.4%)

       

 

 

 

 

 

3,000,000

 

City & County of Denver Airport System Revenue, Revenue Bonds

 

11/15/36

 

5.750

 

 

 

3,713,811

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

4

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

MUNICIPAL BONDS (continued)

       

 

 

 

 

 

   

Colorado (continued)

       

 

 

 

 

$

1,750,000

 

Colorado Health Facilities Authority, Revenue Bonds

 

01/01/38

 

4.000

%

 

$

1,771,047

 

2,620,000

 

Colorado Health Facilities Authority, Revenue Bonds

 

11/15/43

 

4.000

 

 

 

2,530,932

 

589,962

 

Colorado Housing & Finance Authority, Revenue Bonds, GNMA

 

11/01/48

 

4.200

 

 

 

584,288

 

3,700,000

 

E-470 Public Highway Authority, Revenue Bonds, NPFG3

 

09/01/35

 

0.000

 

 

 

2,080,665

 

   

Total Colorado

       

 

 

 

10,680,743

 

             

 

 

 

 

 

   

Connecticut (3.1%)

       

 

 

 

 

 

165,000

 

Connecticut Housing Finance Authority, Revenue Bonds

 

05/15/30

 

2.000

 

 

 

151,987

 

450,000

 

Connecticut Housing Finance Authority, Revenue Bonds

 

11/15/30

 

2.050

 

 

 

413,745

 

400,000

 

Connecticut Housing Finance Authority, Revenue Bonds

 

05/15/31

 

2.100

 

 

 

368,606

 

2,385,000

 

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

 

05/15/42

 

4.250

 

 

 

2,390,455

 

6,335,000

 

Connecticut Housing Finance Authority, Revenue Bonds

 

11/15/45

 

3.500

 

 

 

6,240,695

 

3,800,000

 

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

 

07/01/35

 

0.375

 

 

 

3,654,061

 

10,000,000

 

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

 

07/01/49

 

1.100

 

 

 

9,586,076

 

   

Total Connecticut

       

 

 

 

22,805,625

 

             

 

 

 

 

 

   

District of Columbia (0.6%)

       

 

 

 

 

 

2,840,000

 

Metropolitan Washington Airports Authority Aviation Revenue, Revenue Bonds

 

10/01/31

 

5.000

 

 

 

2,979,562

 

1,170,000

 

Metropolitan Washington Airports Authority Aviation Revenue, Revenue Bonds

 

10/01/34

 

5.000

 

 

 

1,273,667

 

   

Total District of Columbia

       

 

 

 

4,253,229

 

             

 

 

 

 

 

   

Florida (4.9%)

       

 

 

 

 

 

7,500,000

 

City of South Miami Health Facilities Authority, Inc., Revenue Bonds

 

08/15/42

 

5.000

 

 

 

7,717,350

 

1,845,000

 

County of Broward Airport System Revenue, Revenue Bonds

 

10/01/27

 

5.000

 

 

 

1,971,040

 

3,050,000

 

County of Broward Airport System Revenue, Revenue Bonds

 

10/01/31

 

5.000

 

 

 

3,334,438

 

2,300,000

 

County of Broward Convention Center Hotel Revenue, Revenue Bonds

 

01/01/41

 

4.000

 

 

 

2,266,104

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

5

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

MUNICIPAL BONDS (continued)

       

 

 

 

 

 

   

Florida (continued)

       

 

 

 

 

$

3,000,000

 

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

 

01/01/54

 

5.500

%

 

$

3,202,807

 

1,920,000

 

Greater Orlando Aviation Authority, Revenue Bonds

 

10/01/32

 

5.000

 

 

 

2,160,294

 

2,500,000

 

Greater Orlando Aviation Authority, Revenue Bonds

 

10/01/36

 

5.000

 

 

 

2,679,739

 

5,850,000

 

Greater Orlando Aviation Authority, Revenue Bonds

 

10/01/36

 

5.000

 

 

 

6,115,974

 

3,275,000

 

Greater Orlando Aviation Authority, Revenue Bonds

 

10/01/38

 

5.000

 

 

 

3,476,944

 

3,275,000

 

Hillsborough County Aviation Authority, Revenue Bonds

 

10/01/36

 

4.000

 

 

 

3,305,534

 

   

Total Florida

       

 

 

 

36,230,224

 

   

Georgia (2.9%)

       

 

 

 

 

 

6,000,000

 

Bartow County Development Authority, Revenue Bonds1,2

 

12/01/32

 

3.950

 

 

 

6,037,255

 

5,000,000

 

Development Authority of Burke County, Revenue Bonds1,2

 

01/01/40

 

1.500

 

 

 

4,734,268

 

2,800,000

 

Development Authority of Burke County, Revenue Bonds1,2

 

11/01/45

 

3.250

 

 

 

2,763,624

 

650,000

 

Development Authority of Burke County, Revenue Bonds1,2

 

12/01/49

 

1.700

 

 

 

629,648

 

1,000,000

 

Georgia Municipal Electric Authority, Revenue Bonds

 

01/01/33

 

5.000

 

 

 

1,083,051

 

500,000

 

Georgia Municipal Electric Authority, Revenue Bonds

 

01/01/34

 

5.000

 

 

 

540,500

 

1,750,000

 

Monroe County Development Authority, Revenue Bonds

 

07/01/25

 

2.250

 

 

 

1,673,903

 

3,850,000

 

Monroe County Development Authority, Revenue Bonds1,2

 

01/01/39

 

1.500

 

 

 

3,645,387

 

   

Total Georgia

       

 

 

 

21,107,636

 

   

Hawaii (0.2%)

       

 

 

 

 

 

1,600,000

 

State of Hawaii Airports System Revenue, Revenue Bonds

 

07/01/32

 

5.000

 

 

 

1,763,570

 

   

Total Hawaii

       

 

 

 

1,763,570

 

   

Illinois (3.1%)

       

 

 

 

 

 

5,600,000

 

Illinois Finance Authority, Revenue Bonds2,4

 

05/01/23

 

3.700

 

 

 

5,600,000

 

3,130,000

 

Illinois Finance Authority, Revenue Bonds

 

07/15/32

 

3.000

 

 

 

3,087,424

 

3,915,000

 

Illinois Finance Authority, Revenue Bonds

 

02/15/36

 

5.000

 

 

 

4,159,095

 

3,470,000

 

Illinois Finance Authority, Revenue Bonds

 

08/15/36

 

4.000

 

 

 

3,475,728

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

6

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

MUNICIPAL BONDS (continued)

       

 

 

 

 

 

   

Illinois (continued)

       

 

 

 

 

$

6,000,000

 

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

 

04/01/53

 

5.250

%

 

$

6,445,675

 

   

Total Illinois

       

 

 

 

22,767,922

 

             

 

 

 

 

 

   

Indiana (1.8%)

       

 

 

 

 

 

3,000,000

 

Indiana Finance Authority, Revenue Bonds

 

11/01/43

 

5.000

 

 

 

3,119,752

 

2,850,000

 

Indiana Housing & Community Development Authority, Revenue Bonds

 

01/01/49

 

3.750

 

 

 

2,829,637

 

7,000,000

 

Indiana Housing & Community Development Authority, Revenue Bonds, FHLMC, FNMA, GNMA

 

07/01/52

 

4.750

 

 

 

7,264,986

 

   

Total Indiana

       

 

 

 

13,214,375

 

             

 

 

 

 

 

   

Iowa (1.5%)

       

 

 

 

 

 

255,000

 

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

 

07/01/46

 

4.000

 

 

 

254,124

 

690,000

 

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

 

01/01/49

 

3.500

 

 

 

679,749

 

4,725,000

 

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

 

01/01/50

 

3.750

 

 

 

4,686,642

 

5,385,000

 

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

 

01/01/52

 

3.000

 

 

 

5,201,009

 

   

Total Iowa

       

 

 

 

10,821,524

 

             

 

 

 

 

 

   

Kentucky (2.4%)

       

 

 

 

 

 

5,000,000

 

County of Trimble, Revenue Bonds

 

11/01/27

 

1.350

 

 

 

4,530,858

 

7,355,000

 

Kentucky Public Energy Authority, Revenue Bonds1,2

 

12/01/49

 

4.000

 

 

 

7,365,771

 

6,500,000

 

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

 

08/01/52

 

4.423

 

 

 

6,188,243

 

   

Total Kentucky

       

 

 

 

18,084,872

 

             

 

 

 

 

 

   

Louisiana (0.7%)

       

 

 

 

 

 

5,500,000

 

Louisiana Public Facilities Authority, Revenue Bonds, NPFG (3-Month USD-LIBOR +
0.700%)2

 

02/15/36

 

3.959

 

 

 

5,322,435

 

   

Total Louisiana

       

 

 

 

5,322,435

 

             

 

 

 

 

 

   

Massachusetts (1.3%)

       

 

 

 

 

 

1,500,000

 

Commonwealth of Massachusetts, General Obligation Bonds, AGC (3-Month USD-LIBOR + 0.570%)2

 

05/01/37

 

4.120

 

 

 

1,462,292

 

2,525,000

 

Commonwealth of Massachusetts, General Obligation Bonds, NPFG (3-Month USD-LIBOR + 0.570%)2

 

05/01/37

 

4.120

 

 

 

2,461,524

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

7

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

MUNICIPAL BONDS (continued)

       

 

 

 

 

 

   

Massachusetts (continued)

       

 

 

 

 

$

5,000,000

 

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

 

08/01/23

 

2.688

%

 

$

5,043,381

 

370,000

 

Massachusetts Housing Finance Agency, Revenue Bonds

 

06/01/34

 

3.300

 

 

 

362,948

 

485,000

 

Massachusetts Housing Finance Agency, Revenue Bonds

 

12/01/36

 

3.450

 

 

 

465,137

 

   

Total Massachusetts

       

 

 

 

9,795,282

 

             

 

 

 

 

 

   

Michigan (0.4%)

       

 

 

 

 

 

65,000

 

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

 

05/01/25

 

5.250

 

 

 

66,516

 

3,325,000

 

Michigan Finance Authority, Revenue Bonds

 

04/15/42

 

4.000

 

 

 

3,237,907

 

   

Total Michigan

       

 

 

 

3,304,423

 

             

 

 

 

 

 

   

Minnesota (3.1%)

       

 

 

 

 

 

1,400,000

 

Becker Independent School District No 726, General Obligation Bonds3

 

02/01/32

 

0.000

 

 

 

1,056,488

 

3,420,000

 

Becker Independent School District No 726, General Obligation Bonds3

 

02/01/34

 

0.000

 

 

 

2,399,328

 

2,770,000

 

Becker Independent School District No 726, General Obligation Bonds3

 

02/01/35

 

0.000

 

 

 

1,847,683

 

2,000,000

 

Becker Independent School District No 726, General Obligation Bonds3

 

02/01/36

 

0.000

 

 

 

1,261,340

 

1,300,000

 

Duluth Independent School District No 709, General Obligation Bonds3

 

02/01/31

 

0.000

 

 

 

989,430

 

1,050,000

 

Duluth Independent School District No 709, General Obligation Bonds3

 

02/01/32

 

0.000

 

 

 

767,550

 

1,035,000

 

Duluth Independent School District No 709, General Obligation Bonds3

 

02/01/33

 

0.000

 

 

 

725,325

 

1,000,000

 

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

 

07/01/36

 

5.350

 

 

 

1,060,553

 

718,706

 

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

 

03/01/47

 

2.930

 

 

 

668,344

 

572,781

 

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

 

01/01/49

 

3.600

 

 

 

552,265

 

1,498,078

 

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

 

03/01/49

 

3.450

 

 

 

1,439,837

 

644,039

 

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

 

06/01/49

 

3.150

 

 

 

615,061

 

3,351,209

 

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

 

01/01/50

 

2.470

 

 

 

2,900,351

 

1,595,000

 

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

 

01/01/50

 

3.750

 

 

 

1,588,275

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

8

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

MUNICIPAL BONDS (continued)

       

 

 

 

 

 

   

Minnesota (continued)

       

 

 

 

 

$

1,735,000

 

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

 

01/01/51

 

3.000

%

 

$

1,685,507

 

3,465,000

 

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

 

07/01/53

 

5.000

 

 

 

3,628,805

 

   

Total Minnesota

       

 

 

 

23,186,142

 

             

 

 

 

 

 

   

Mississippi (0.1%)

       

 

 

 

 

 

1,000,000

 

Mississippi Business Finance Corp., Revenue Bonds1,2

 

03/01/27

 

2.200

 

 

 

979,586

 

   

Total Mississippi

       

 

 

 

979,586

 

             

 

 

 

 

 

   

Missouri (1.3%)

       

 

 

 

 

 

2,920,000

 

Missouri Housing Development Commission, Revenue Bonds, FHLMC, FNMA, GNMA

 

11/01/52

 

4.750

 

 

 

3,015,595

 

6,000,000

 

Missouri Housing Development Commission, Revenue Bonds, FHLMC, FNMA, GNMA

 

05/01/53

 

5.750

 

 

 

6,481,983

 

   

Total Missouri

       

 

 

 

9,497,578

 

             

 

 

 

 

 

   

Montana (0.9%)

       

 

 

 

 

 

785,000

 

Montana Board of Housing, Revenue Bonds

 

12/01/43

 

4.000

 

 

 

782,337

 

2,240,000

 

Montana Board of Housing, Revenue Bonds

 

12/01/51

 

3.000

 

 

 

2,170,999

 

1,985,000

 

Montana Board of Housing, Revenue Bonds

 

06/01/52

 

3.000

 

 

 

1,920,798

 

1,620,000

 

Montana Board of Housing, Revenue Bonds

 

12/01/52

 

5.000

 

 

 

1,689,740

 

   

Total Montana

       

 

 

 

6,563,874

 

             

 

 

 

 

 

   

Nebraska (2.1%)

       

 

 

 

 

 

1,560,000

 

Central Plains Energy Project, Revenue Bonds1,2

 

03/01/50

 

5.000

 

 

 

1,571,419

 

11,150,000

 

Central Plains Energy Project, Revenue Bonds1,2

 

05/01/53

 

5.000

 

 

 

11,671,851

 

1,990,000

 

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

 

09/01/49

 

4.000

 

 

 

1,971,038

 

   

Total Nebraska

       

 

 

 

15,214,308

 

             

 

 

 

 

 

   

Nevada (0.3%)

       

 

 

 

 

 

2,000,000

 

County of Clark, Revenue Bonds1,2

 

01/01/36

 

3.750

 

 

 

2,015,535

 

   

Total Nevada

       

 

 

 

2,015,535

 

             

 

 

 

 

 

   

New Hampshire (0.1%)

       

 

 

 

 

 

1,000,000

 

New Hampshire Business Finance Authority, Revenue Bonds

 

08/01/24

 

3.125

 

 

 

987,745

 

   

Total New Hampshire

       

 

 

 

987,745

 

             

 

 

 

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

9

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

MUNICIPAL BONDS (continued)

       

 

 

 

 

 

   

New Jersey (4.1%)

       

 

 

 

 

$

3,830,000

 

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

 

09/01/27

 

5.410

%

 

$

3,829,895

 

4,000,000

 

New Jersey Economic Development Authority, Revenue Bonds5

 

06/15/34

 

5.000

 

 

 

4,381,618

 

3,000,000

 

New Jersey Economic Development Authority, Revenue Bonds5

 

06/15/35

 

5.000

 

 

 

3,251,777

 

2,000,000

 

New Jersey Economic Development Authority, Revenue Bonds5

 

06/15/36

 

5.250

 

 

 

2,183,540

 

11,590,000

 

New Jersey Transportation Trust Fund Authority, Revenue Bonds3

 

12/15/31

 

0.000

 

 

 

8,541,126

 

3,535,000

 

New Jersey Transportation Trust Fund Authority, Revenue Bonds, AGM3

 

12/15/33

 

0.000

 

 

 

2,430,546

 

1,365,000

 

New Jersey Transportation Trust Fund Authority, Revenue Bonds3

 

12/15/34

 

0.000

 

 

 

883,211

 

5,000,000

 

New Jersey Transportation Trust Fund Authority, Revenue Bonds3

 

12/15/34

 

0.000

 

 

 

3,235,206

 

1,750,000

 

Township of Ewing, General Obligation Bonds

 

08/01/29

 

2.000

 

 

 

1,635,390

 

   

Total New Jersey

       

 

 

 

30,372,309

 

             

 

 

 

 

 

   

New Mexico (1.5%)

       

 

 

 

 

 

8,600,000

 

City of Farmington, Revenue Bonds

 

04/01/29

 

1.800

 

 

 

7,377,262

 

1,105,000

 

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

 

01/01/49

 

4.000

 

 

 

1,101,652

 

2,415,000

 

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

 

01/01/51

 

3.500

 

 

 

2,379,827

 

   

Total New Mexico

       

 

 

 

10,858,741

 

             

 

 

 

 

 

   

New York (6.8%)

       

 

 

 

 

 

860,000

 

City of New York, General Obligation Bonds

 

08/01/37

 

4.000

 

 

 

884,285

 

9,230,000

 

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

 

11/01/35

 

3.553

 

 

 

9,139,854

 

10,000,000

 

New York City Municipal Water Finance Authority, Revenue Bonds2,4

 

05/01/23

 

3.650

 

 

 

10,000,000

 

3,300,000

 

New York City Transitional Finance Authority Future Tax Secured Revenue, Revenue
Bonds2,4

 

05/01/23

 

3.650

 

 

 

3,300,000

 

10,000,000

 

New York City Transitional Finance Authority Future Tax Secured Revenue, Revenue
Bonds2,4

 

05/01/23

 

3.650

 

 

 

10,000,000

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

10

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

MUNICIPAL BONDS (continued)

       

 

 

 

 

 

   

New York (continued)

       

 

 

 

 

$

750,000

 

New York City Transitional Finance Authority Future Tax Secured Revenue, Revenue
Bonds

 

02/01/38

 

4.000

%

 

$

760,285

 

5,655,000

 

Port Authority of New York & New Jersey, Revenue Bonds

 

10/01/31

 

2.000

 

 

 

4,850,312

 

1,320,000

 

Port Authority of New York & New Jersey, Revenue Bonds

 

10/15/34

 

5.000

 

 

 

1,490,295

 

1,500,000

 

Port Authority of New York & New Jersey, Revenue Bonds

 

07/15/35

 

5.000

 

 

 

1,657,416

 

2,105,000

 

Port Authority of New York & New Jersey, Revenue Bonds

 

04/01/36

 

5.000

 

 

 

2,162,681

 

1,395,000

 

Port Authority of New York & New Jersey, Revenue Bonds

 

08/01/36

 

5.000

 

 

 

1,553,435

 

2,725,000

 

Triborough Bridge & Tunnel Authority, Revenue Bonds3

 

11/15/30

 

0.000

 

 

 

2,138,104

 

3,500,000

 

Triborough Bridge & Tunnel Authority, Revenue Bonds3

 

11/15/36

 

0.000

 

 

 

2,057,287

 

   

Total New York

       

 

 

 

49,993,954

 

             

 

 

 

 

 

   

North Carolina (3.7%)

       

 

 

 

 

 

10,300,000

 

Charlotte-Mecklenburg Hospital Authority, Revenue Bonds2,4

 

05/01/23

 

3.700

 

 

 

10,300,000

 

1,200,000

 

Charlotte-Mecklenburg Hospital Authority, Revenue Bonds

 

01/15/37

 

4.000

 

 

 

1,214,292

 

475,000

 

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

 

07/01/23

 

2.800

 

 

 

473,961

 

2,000,000

 

North Carolina Housing Finance Agency, Revenue Bonds

 

07/01/47

 

4.000

 

 

 

1,992,150

 

4,790,000

 

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

 

07/01/48

 

4.000

 

 

 

4,778,972

 

4,020,000

 

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

 

01/01/50

 

4.000

 

 

 

4,014,910

 

2,185,000

 

North Carolina Housing Finance Agency, Revenue Bonds

 

07/01/50

 

4.000

 

 

 

2,181,400

 

2,120,000

 

Raleigh Durham Airport Authority, Revenue
Bonds

 

05/01/34

 

5.000

 

 

 

2,336,703

 

   

Total North Carolina

       

 

 

 

27,292,388

 

             

 

 

 

 

 

   

North Dakota (2.0%)

       

 

 

 

 

 

890,000

 

North Dakota Housing Finance Agency, Revenue Bonds

 

01/01/49

 

4.250

 

 

 

892,113

 

3,050,000

 

North Dakota Housing Finance Agency, Revenue Bonds

 

07/01/49

 

4.250

 

 

 

3,059,479

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

11

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

MUNICIPAL BONDS (continued)

       

 

 

 

 

 

   

North Dakota (continued)

       

 

 

 

 

$

3,975,000

 

North Dakota Housing Finance Agency, Revenue Bonds

 

01/01/53

 

4.000

%

 

$

3,990,480

 

6,200,000

 

North Dakota Housing Finance Agency, Revenue Bonds

 

07/01/53

 

5.750

 

 

 

6,698,378

 

   

Total North Dakota

       

 

 

 

14,640,450

 

             

 

 

 

 

 

   

Ohio (2.2%)

       

 

 

 

 

 

10,000,000

 

County of Franklin, Revenue Bonds2,4

 

05/01/23

 

3.700

 

 

 

10,000,000

 

6,285,000

 

Ohio Air Quality Development Authority, Revenue Bonds1,2

 

11/01/39

 

4.250

 

 

 

6,294,384

 

   

Total Ohio

       

 

 

 

16,294,384

 

             

 

 

 

 

 

   

Oklahoma (0.7%)

       

 

 

 

 

 

2,990,000

 

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

 

09/01/49

 

4.000

 

 

 

2,984,508

 

2,545,000

 

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

 

09/01/50

 

3.250

 

 

 

2,487,796

 

   

Total Oklahoma

       

 

 

 

5,472,304

 

             

 

 

 

 

 

   

Oregon (4.7%)

       

 

 

 

 

 

3,150,000

 

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

 

06/15/36

 

0.000

 

 

 

1,822,491

 

1,445,000

 

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

 

06/15/32

 

0.000

 

 

 

1,049,305

 

2,250,000

 

Multnomah County School District No 40, General Obligation Bonds3

 

06/15/38

 

0.000

 

 

 

1,165,148

 

21,000,000

 

Multnomah County School District No 40, General Obligation Bonds3

 

06/15/43

 

0.000

 

 

 

8,065,371

 

12,000,000

 

Multnomah County School District No 7 Reynolds, General Obligation Bonds3

 

06/15/35

 

0.000

 

 

 

7,128,818

 

2,000,000

 

Port of Portland or Airport Revenue, Revenue Bonds

 

07/01/36

 

5.000

 

 

 

2,210,025

 

1,000,000

 

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

 

06/15/33

 

0.000

 

 

 

710,059

 

1,045,000

 

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

 

06/15/35

 

0.000

 

 

 

672,907

 

3,750,000

 

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

 

06/15/31

 

0.000

 

 

 

2,782,030

 

2,225,000

 

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

 

06/15/33

 

0.000

 

 

 

1,501,189

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

12

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

MUNICIPAL BONDS (continued)

       

 

 

 

 

 

   

Oregon (continued)

       

 

 

 

 

$

3,250,000

 

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

 

06/15/34

 

0.000

%

 

$

2,088,548

 

2,000,000

 

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

 

06/15/37

 

0.000

 

 

 

1,098,934

 

1,500,000

 

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

 

06/15/31

 

0.000

 

 

 

1,134,453

 

1,055,000

 

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

 

06/15/33

 

0.000

 

 

 

730,518

 

4,800,000

 

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

 

06/15/40

 

0.000

 

 

 

2,210,894

 

   

Total Oregon

       

 

 

 

34,370,690

 

             

 

 

 

 

 

   

Other Territory (0.1%)

       

 

 

 

 

 

935,000

 

FHLMC Multifamily VRD Certificates, Revenue Bonds

 

05/15/27

 

2.304

 

 

 

879,950

 

   

Total Other Territory

       

 

 

 

879,950

 

             

 

 

 

 

 

   

Pennsylvania (3.9%)

       

 

 

 

 

 

5,780,000

 

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

 

07/01/31

 

3.566

 

 

 

5,625,315

 

1,000,000

 

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

 

05/15/28

 

2.500

 

 

 

980,279

 

10,700,000

 

Pennsylvania Economic Development Financing Authority, Revenue Bonds1,2

 

08/01/37

 

0.580

 

 

 

10,241,493

 

1,090,000

 

School District of Philadelphia, General Obligation Bonds

 

09/01/34

 

5.000

 

 

 

1,230,045

 

2,500,000

 

School District of Philadelphia, General Obligation Bonds

 

09/01/34

 

5.000

 

 

 

2,607,153

 

1,470,000

 

School District of Philadelphia, General Obligation Bonds

 

09/01/36

 

4.000

 

 

 

1,478,717

 

6,255,000

 

State Public School Building Authority, Revenue Bonds, AGM

 

06/01/33

 

5.000

 

 

 

6,613,629

 

   

Total Pennsylvania

       

 

 

 

28,776,631

 

             

 

 

 

 

 

   

South Carolina (1.1%)

       

 

 

 

 

 

850,000

 

South Carolina State Housing Finance & Development Authority, Revenue Bonds

 

07/01/34

 

2.650

 

 

 

767,603

 

7,275,000

 

South Carolina State Housing Finance & Development Authority, Revenue Bonds

 

01/01/52

 

4.000

 

 

 

7,319,000

 

   

Total South Carolina

       

 

 

 

8,086,603

 

             

 

 

 

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

13

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

MUNICIPAL BONDS (continued)

       

 

 

 

 

 

   

South Dakota (2.5%)

       

 

 

 

 

$

1,500,000

 

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

 

11/01/32

 

3.400

%

 

$

1,503,117

 

140,000

 

South Dakota Housing Development Authority, Revenue Bonds

 

11/01/44

 

4.000

 

 

 

139,608

 

2,325,000

 

South Dakota Housing Development Authority, Revenue Bonds

 

11/01/46

 

3.500

 

 

 

2,301,836

 

1,690,000

 

South Dakota Housing Development Authority, Revenue Bonds

 

11/01/48

 

4.500

 

 

 

1,703,255

 

2,570,000

 

South Dakota Housing Development Authority, Revenue Bonds

 

11/01/49

 

4.000

 

 

 

2,567,541

 

4,845,000

 

South Dakota Housing Development Authority, Revenue Bonds

 

11/01/50

 

3.750

 

 

 

4,810,276

 

4,960,000

 

South Dakota Housing Development Authority, Revenue Bonds

 

05/01/53

 

5.000

 

 

 

5,173,527

 

   

Total South Dakota

       

 

 

 

18,199,160

 

             

 

 

 

 

 

   

Tennessee (2.4%)

       

 

 

 

 

 

1,200,000

 

Metropolitan Nashville Airport Authority, Revenue Bonds

 

07/01/34

 

5.250

 

 

 

1,366,528

 

1,125,000

 

Metropolitan Nashville Airport Authority, Revenue Bonds

 

07/01/35

 

5.250

 

 

 

1,269,556

 

4,000,000

 

New Memphis Arena Public Building Authority, Revenue Bonds3

 

04/01/29

 

0.000

 

 

 

3,631,117

 

1,750,000

 

New Memphis Arena Public Building Authority, Revenue Bonds3

 

04/01/33

 

0.000

 

 

 

1,183,556

 

3,000,000

 

New Memphis Arena Public Building Authority, Revenue Bonds3

 

04/01/35

 

0.000

 

 

 

1,827,012

 

1,000,000

 

Tennessee Energy Acquisition Corp., Revenue Bonds

 

11/01/28

 

5.000

 

 

 

1,049,619

 

1,335,000

 

Tennessee Housing Development Agency, Revenue Bonds

 

01/01/43

 

4.000

 

 

 

1,331,553

 

1,180,000

 

Tennessee Housing Development Agency, Revenue Bonds

 

07/01/48

 

4.000

 

 

 

1,176,107

 

1,540,000

 

Tennessee Housing Development Agency, Revenue Bonds

 

07/01/49

 

4.250

 

 

 

1,543,280

 

3,000,000

 

Tennessee Housing Development Agency, Revenue Bonds

 

01/01/53

 

5.000

 

 

 

3,125,548

 

   

Total Tennessee

       

 

 

 

17,503,876

 

             

 

 

 

 

 

   

Texas (14.2%)

       

 

 

 

 

 

1,120,000

 

City of Houston Airport System Revenue, Revenue Bonds

 

07/01/24

 

5.000

 

 

 

1,134,074

 

1,170,000

 

City of Houston Airport System Revenue, Revenue Bonds

 

07/01/25

 

5.000

 

 

 

1,206,046

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

14

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

MUNICIPAL BONDS (continued)

       

 

 

 

 

 

   

Texas (continued)

       

 

 

 

 

$

2,000,000

 

City of Houston Airport System Revenue, Revenue Bonds

 

07/01/31

 

5.000

%

 

$

2,206,202

 

3,720,000

 

Fort Bend Independent School District, General Obligation Bonds1,2

 

08/01/51

 

0.720

 

 

 

3,383,547

 

1,750,000

 

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

 

02/15/35

 

0.600

 

 

 

1,618,989

 

2,000,000

 

Harris County Cultural Education Facilities Finance Corp., Revenue Bonds

 

10/01/37

 

4.000

 

 

 

2,031,460

 

1,030,000

 

Little Elm Independent School District, General Obligation Bonds1,2

 

08/15/48

 

0.680

 

 

 

977,171

 

1,025,000

 

Love Field Airport Modernization Corp., Revenue Bonds

 

11/01/25

 

5.000

 

 

 

1,062,518

 

1,500,000

 

Love Field Airport Modernization Corp., Revenue Bonds

 

11/01/34

 

5.000

 

 

 

1,561,042

 

1,000,000

 

Love Field Airport Modernization Corp., Revenue Bonds

 

11/01/35

 

5.000

 

 

 

1,035,917

 

5,900,000

 

Medina Valley Independent School District, General Obligation Bonds1,2

 

02/15/51

 

0.820

 

 

 

5,412,284

 

7,800,000

 

Northside Independent School District, General Obligation Bonds1,2

 

06/01/50

 

0.700

 

 

 

7,353,544

 

5,000,000

 

Northside Independent School District, General Obligation Bonds1,2

 

06/01/52

 

2.000

 

 

 

4,744,680

 

3,400,000

 

Permanent University Fund – University of Texas System, Revenue Bonds

 

07/01/41

 

4.000

 

 

 

3,443,027

 

520,000

 

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

 

09/01/35

 

2.150

 

 

 

465,458

 

2,030,000

 

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

 

07/01/37

 

2.150

 

 

 

1,616,657

 

780,000

 

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

 

07/01/37

 

4.400

 

 

 

808,204

 

1,575,000

 

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

 

01/01/38

 

4.300

 

 

 

1,609,260

 

9,241,175

 

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

 

09/01/47

 

2.835

 

 

 

8,617,421

 

1,265,000

 

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

 

03/01/50

 

4.000

 

 

 

1,265,941

 

1,855,000

 

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

 

03/01/51

 

3.500

 

 

 

1,827,458

 

2,500,000

 

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

 

01/01/53

 

5.750

 

 

 

2,704,402

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

15

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

MUNICIPAL BONDS (continued)

       

 

 

 

 

 

   

Texas (continued)

       

 

 

 

 

$

3,500,000

 

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

 

03/01/53

 

6.000

%

 

$

3,880,160

 

11,805,000

 

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

 

12/15/26

 

3.960

 

 

 

11,733,207

 

8,425,000

 

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

 

12/15/26

 

6.250

 

 

 

8,801,524

 

10,745,000

 

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

 

09/15/27

 

3.902

 

 

 

10,591,315

 

10,865,000

 

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

 

09/15/27

 

4.130

 

 

 

10,772,483

 

3,300,000

 

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

 

09/15/27

 

4.410

 

 

 

3,248,365

 

   

Total Texas

       

 

 

 

105,112,356

 

             

 

 

 

 

 

   

Virginia (1.4%)

       

 

 

 

 

 

2,750,000

 

Amelia County Industrial Development Authority, Revenue Bonds

 

04/01/27

 

1.450

 

 

 

2,471,315

 

8,700,000

 

Wise County Industrial Development Authority, Revenue Bonds1,2

 

10/01/40

 

0.750

 

 

 

7,982,837

 

   

Total Virginia

       

 

 

 

10,454,152

 

             

 

 

 

 

 

   

Washington (2.0%)

       

 

 

 

 

 

1,590,000

 

Port of Seattle, Revenue Bonds

 

06/01/25

 

3.450

 

 

 

1,568,399

 

1,500,000

 

Port of Seattle, Revenue Bonds

 

06/01/26

 

3.600

 

 

 

1,493,225

 

425,000

 

Port of Seattle, Revenue Bonds

 

06/01/27

 

3.750

 

 

 

424,996

 

5,050,000

 

Port of Seattle, Revenue Bonds

 

08/01/34

 

5.000

 

 

 

5,652,926

 

1,415,000

 

Port of Seattle, Revenue Bonds

 

08/01/35

 

5.000

 

 

 

1,569,110

 

3,000,000

 

Port of Seattle, Revenue Bonds

 

04/01/39

 

5.000

 

 

 

3,149,997

 

20,000

 

Washington State Housing Finance Commission, Revenue Bonds

 

06/01/44

 

3.500

 

 

 

19,950

 

555,000

 

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

 

12/01/47

 

4.000

 

 

 

554,079

 

   

Total Washington

       

 

 

 

14,432,682

 

             

 

 

 

 

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

16

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

MUNICIPAL BONDS (continued)

       

 

 

 

 

 

   

Wisconsin (2.2%)

       

 

 

 

 

$

300,000

 

County of Milwaukee Airport Revenue, Revenue Bonds

 

12/01/28

 

5.250

%

 

$

302,394

 

5,000,000

 

Public Finance Authority, Revenue Bonds1,2

 

10/01/46

 

3.700

 

 

 

5,115,827

 

5,500,000

 

University of Wisconsin Hospitals & Clinics, Revenue Bonds2,4

 

05/01/23

 

3.550

 

 

 

5,500,000

 

3,000,000

 

Wisconsin Health & Educational Facilities Authority, Revenue Bonds

 

08/15/36

 

4.000

 

 

 

3,039,643

 

2,500,000

 

Wisconsin Health & Educational Facilities Authority, Revenue Bonds

 

11/15/43

 

4.000

 

 

 

2,391,868

 

   

Total Wisconsin

       

 

 

 

16,349,732

 

             

 

 

 

 

 

   

Wyoming (0.9%)

       

 

 

 

 

 

2,395,000

 

Wyoming Community Development Authority, Revenue Bonds

 

12/01/34

 

3.500

 

 

 

2,329,191

 

1,915,000

 

Wyoming Community Development Authority, Revenue Bonds

 

12/01/48

 

4.000

 

 

 

1,910,934

 

1,180,000

 

Wyoming Community Development Authority, Revenue Bonds

 

12/01/49

 

3.750

 

 

 

1,171,183

 

1,260,000

 

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

 

06/01/50

 

3.000

 

 

 

1,227,163

 

   

Total Wyoming

       

 

 

 

6,638,471

 

   

Total Municipal Bonds
(Identified cost $749,216,027)

       

 

 

 

737,725,780

TOTAL INVESTMENTS (Identified cost $749,216,027)6

 

99.9

%

 

$

737,725,780

CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES

 

0.1

%

 

 

586,352

NET ASSETS

 

100.00

%

 

$

738,312,132

____________

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

2  Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the April 30, 2023 coupon or interest rate.

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

4  Variable rate demand note. The maturity date reflects the demand repayment dates. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the coupon or interest rate as of April 30, 2023.

5       Represent a security purchased on a when-issued basis.

6  The aggregate cost for federal income tax purposes is $749,216,027, the aggregate gross unrealized appreciation is $6,528,677 and the aggregate gross unrealized depreciation is $18,018,924, resulting in net unrealized depreciation of $11,490,247.

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

17

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

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.

18

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

19

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (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, 2023.

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, 2023

Municipal Bonds*

     

$            

   

 $737,725,780 

   

$            

   

$737,725,780

 

Total Investment, at value

     

$            

   

 $737,725,780 

   

$            

   

$737,725,780

 

____________

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

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

20

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

STATEMENT OF ASSETS AND LIABILITIES

April 30, 2023 (unaudited)

ASSETS:

 

 

 

 

Investments in securities, at value (Cost $749,216,027)

 

$

737,725,780

 

Cash

 

 

67,654

 

Receivables for:

 

 

 

 

Investments sold

 

 

12,657,328

 

Interest

 

 

5,349,752

 

Shares sold

 

 

1,472,282

 

Prepaid expenses

 

 

8,676

 

Total Assets

 

 

757,281,472

 

   

 

 

 

LIABILITIES:

 

 

 

 

Payables for:

 

 

 

 

Investments purchased

 

 

18,067,451

 

Shares redeemed

 

 

375,435

 

Net investment advisory and administrative fees

 

 

225,354

 

Dividends declared

 

 

178,800

 

Professional fees

 

 

45,577

 

Custody and fund accounting fees

 

 

45,475

 

Shareholder servicing fees

 

 

7,973

 

Transfer agent fees

 

 

6,948

 

Board of Trustees’ fees

 

 

551

 

Accrued expenses and other liabilities

 

 

15,776

 

Total Liabilities

 

 

18,969,340

 

   

 

 

 

NET ASSETS

 

$

738,312,132

 

Net Assets Consist of:

 

 

 

 

Paid-in capital

 

$

767,079,523

 

Accumulated deficit

 

 

(28,767,391

)

Net Assets

 

$

738,312,132

 

   

 

 

 

NET ASSET VALUE AND OFFERING PRICE PER SHARE

 

 

 

 

CLASS N SHARES

 

 

 

 

($51,560,997 ÷ 5,040,681 shares outstanding)

 

$

           10.23

 

CLASS I SHARES

 

 

 

 

($686,751,135 ÷ 67,221,720 shares outstanding)

 

$

           10.22

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

21

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

STATEMENT OF OPERATIONS

For the six months ended April 30, 2023 (unaudited)

NET INVESTMENT INCOME:

 

 

 

 

Income:

 

 

 

 

Interest income

 

$

11,361,866

 

Interest income from affiliates

 

 

27,696

 

Total Income

 

 

11,389,562

 

   

 

 

 

Expenses:

 

 

 

 

Investment advisory and administrative fees

 

 

1,408,813

 

Custody and fund accounting fees

 

 

71,774

 

Shareholder servicing fees

 

 

42,773

 

Professional fees

 

 

41,838

 

Board of Trustees’ fees

 

 

36,329

 

Transfer agent fees

 

 

21,757

 

Miscellaneous expenses

 

 

56,176

 

Total Expenses

 

 

1,679,460

 

Investment advisory and administrative fee waiver

 

 

(16,454

)

Net Expenses

 

 

1,663,006

 

Net Investment Income

 

 

9,726,556

 

   

 

 

 

NET REALIZED AND UNREALIZED GAIN:

 

 

 

 

Net realized loss on investments in securities

 

 

(7,003,678

)

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

 

 

44,059,107

 

Net Realized and Unrealized Gain

 

 

37,055,429

 

Net Increase in Net Assets Resulting from Operations

 

$

46,781,985

 

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

22

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

STATEMENTS OF CHANGES IN NET ASSETS

 

For the six 
months
ended
April 30,
2023
(unaudited)

 

For the year
ended
October 31,
2022

INCREASE/(DECREASE) IN NET ASSETS FROM:

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

Net investment income

 

$

9,726,556

 

 

$

13,095,785

 

Net realized loss on investments in securities

 

 

(7,003,678

)

 

 

(10,290,517

)

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

 

 

44,059,107

 

 

 

(82,490,952

)

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

 

 

46,781,985

 

 

 

(79,685,684

)

   

 

 

 

 

 

 

 

Dividends and distributions declared:

 

 

 

 

 

 

 

 

Class N

 

 

(548,159

)

 

 

(1,010,867

)

Class I

 

 

(9,178,734

)

 

 

(12,703,639

)

Total dividends and distributions declared

 

 

(9,726,893

)

 

 

(13,714,506

)

   

 

 

 

 

 

 

 

Share transactions:

 

 

 

 

 

 

 

 

Proceeds from sales of shares*

 

 

172,434,007

 

 

 

237,067,693

 

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

 

 

3,223,534

 

 

 

5,126,456

 

Proceeds from short-term redemption fees

 

 

1,041

 

 

 

6,231

 

Cost of shares redeemed*

 

 

(126,311,280

)

 

 

(367,070,691

)

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

 

 

49,347,302

 

 

 

(124,870,311

)

Total increase/(decrease) in net assets

 

 

86,402,394

 

 

 

(218,270,501

)

   

 

 

 

 

 

 

 

NET ASSETS:

 

 

 

 

 

 

 

 

Beginning of period/year

 

 

651,909,738

 

 

 

870,180,239

 

End of period/year

 

$

738,312,132

 

 

$

651,909,738

 

____________

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

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

23

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

FINANCIAL HIGHLIGHTS

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

 

For the
six months
ended
April 30, 2023
(unaudited)

For the years ended October 31,

2022    

2021    

2020    

2019    

2018    

Net asset value, beginning of period/year

 

 

 

$

9.69

 

 

 

$

10.93

 

 

 

$

10.96

 

 

 

$

10.76

 

 

 

$

10.15

 

   

$

10.48

 

 

Income from investment operations:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

Net investment income1

     

 

0.13

 

   

 

0.15

 

   

 

0.13

 

   

 

0.17

 

   

 

0.21

 

   

 

0.21

 

 

Net realized and unrealized gain/(loss)

     

 

0.54

 

   

 

(1.22

)

   

 

(0.02

)

   

 

0.25

 

   

 

0.62

 

   

 

(0.23

)

 

Total income/(loss) from investment operations.

     

 

0.67

 

   

 

(1.07

)

   

 

0.11

 

   

 

0.42

 

   

 

0.83

 

   

 

(0.02

)

 

Dividends and distributions to shareholders:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

From net investment income

     

 

(0.13

)

   

 

(0.16

)

   

 

(0.13

)

   

 

(0.17

)

   

 

(0.21

)

   

 

(0.21

)

 

From net realized gains

     

 

 

   

 

(0.01

)

   

 

(0.01

)

   

 

(0.05

)

   

 

(0.01)

 

   

 

(0.10)

 

 

Total dividends and distributions to shareholders

     

 

(0.13

)

   

 

(0.17

)

   

 

(0.14

)

   

 

(0.22

)

   

 

(0.22

)

   

 

(0.31

)

 

Short-term redemption fees1

     

 

 

   

 

0.002

 

   

 

0.002

 

   

 

0.002

 

   

 

0.002

 

   

 

0.002

 

 

Net asset value, end of period/year

     

$

10.23

 

   

$

9.69

 

   

$

10.93

 

   

$

10.96

 

   

$

10.76

 

   

$

10.15

 

 

Total return3

     

 

6.92

%4

   

 

(9.91

)%

   

 

1.01

%

   

 

4.00

%

   

 

8.21

%

   

 

(0.26

)%

 

Ratios/Supplemental data:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

Net assets, end of period (in millions)

     

$

52

 

   

$

55

 

   

$

82

 

   

$

92

 

   

$

54

 

   

$

34

 

 

Ratio of expenses to average net assets before reductions

     

 

0.73

%5

   

 

0.70

%

   

 

0.69

%

   

 

0.71

%

   

 

0.77

%

   

 

0.91

%

 

Fee waiver6

     

 

(0.08

)%5

   

 

(0.05

)%

   

 

   (0.04

)%

   

 

(0.06

)%

   

 

(0.12

)%

   

 

(0.26

)%

 

Expense offset arrangement .

     

 

%

   

 

%

   

 

%

   

 

%

   

 

(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

     

 

2.56

%5

   

 

1.46

%

   

 

1.18

%

   

 

1.58

%

   

 

2.01

%

   

 

2.07

%

 

Portfolio turnover rate

     

 

71

%4

   

 

135

%

   

 

45

%

   

 

32

%

   

 

104

%

   

 

146

%

 

Portfolio turnover rate8

     

 

33

%4

   

 

73

%

   

 

23

%

   

 

19

%

   

 

32

%

   

 

52

%

 

____________

1       Calculated using average shares outstanding for the period/year.

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, 2023, the years ended October 31, 2022, 2021, 2020, 2019, and 2018, 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, 2024, unless it is renewed by all parties to the agreement. For the six months ended April 30, 2023 and the years ended October 31, 2022, 2021, 2020, 2019 and 2018, the waived fees were $16,454, $31,643, $35,002, $41,531, $55,422 and $63,024, 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.

24

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

FINANCIAL HIGHLIGHTS (continued)

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

 

For the
six  months
ended
April 30, 2023
(unaudited)


For the years ended October 31,

2022    

2021    

2020    

2019    

2018    

Net asset value, beginning of period/year

 

 

 

$

9.68

 

 

 

$

10.92

 

 

 

$

10.95

 

 

 

$

10.75

 

 

 

$

10.14

 

 

 

$

10.47

 

 

Income from investment operations:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

Net investment income1

     

 

0.14

 

   

 

0.18

 

   

 

0.15

 

   

 

0.19

 

   

 

0.23

 

   

 

0.23

 

 

Net realized and unrealized gain/(loss)

     

 

0.54

 

   

 

(1.23

)

   

 

(0.02

)

   

 

0.25

 

   

 

0.61

 

   

 

(0.24)

 

 

Total income/(loss) from investment operations

     

 

0.68

 

   

 

(1.05

)

   

 

0.13

 

   

 

0.44

 

   

 

0.84

 

   

 

(0.01)

 

 

Dividends and distributions to shareholders:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

From net investment income

     

 

(0.14

)

   

 

(0.18

)

   

 

(0.15

)

   

 

(0.19

)

   

 

(0.22

)

   

 

(0.22

)

 

From net realized gains

     

 

 

   

 

(0.01

)

   

 

(0.01

)

   

 

(0.05

)

   

 

(0.01

)

   

 

(0.10

)

 

Total dividends and distributions to shareholders

     

 

(0.14

)

   

 

(0.19

)

   

 

(0.16

)

   

 

(0.24

)

   

 

(0.23

)

   

 

(0.32

)

 

Short-term redemption fees1

     

 

0.002

 

   

 

0.002

 

   

 

0.002

 

   

 

0.002

 

   

 

0.002

 

   

 

 

 

Net asset value, end of period/year

     

$

10.22

 

   

$

9.68

 

   

$

10.92

 

   

$

10.95

 

   

$

10.75

 

   

$

10.14

 

 

Total return3

     

 

7.03

%4

   

 

(9.74

)%

   

 

1.21

%

   

 

4.18

%

   

 

8.38

%

   

 

(0.12

)%

 

Ratios/Supplemental data:

     

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

   

 

 

 

 

Net assets, end of period (in millions)

     

$

687

 

   

$

597

 

   

$

788

 

   

$

656

 

   

$

334

 

   

$

129

 

 

Ratio of expenses to average net assets before reductions

     

 

0.46

%5

   

 

0.46

%

   

 

0.45

%

   

 

0.47

%

   

 

0.50

%

   

 

0.62

%

 

Fee waiver6

     

 

%

   

 

%

   

 

%

   

 

%

   

 

(0.00

)%7

   

 

(0.12

)%

 

Expense offset arrangement

     

 

%

   

 

%

   

 

%

   

 

%

   

 

(0.00

)%7

   

 

(0.00

)%7

 

Ratio of expenses to average net assets after reductions

     

 

0.46

%5

   

 

0.46

%

   

 

0.45

%

   

 

0.47

%

   

 

0.50

%

   

 

0.50

%

 

Ratio of net investment income to average net assets

     

 

2.77

%5

   

 

1.69

%

   

 

1.38

%

   

 

1.75

%

   

 

2.17

%

   

 

2.23

%

 

Portfolio turnover rate

     

 

71

%4

   

 

135

%

   

 

45

%

   

 

32

%

   

 

104

%

   

 

146

%

 

Portfolio turnover rate8

     

 

33

%4

   

 

73

%

   

 

23

%

   

 

19

%

   

 

32

%

   

 

52

%

 

____________

1       Calculated using average shares outstanding for the period/year.

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, 2023, the years ended October 31, 2022, 2021, 2020, 2019, and 2018, 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, 2024, unless it is renewed by all parties to the agreement. For the six months ended April 30, 2023 and the years ended October 31, 2022, 2021, 2020, 2019 and 2018, the waived fees were $—, $—, $—, $—, $6,608 and $111,441, 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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

25

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

NOTES TO FINANCIAL STATEMENTS

April 30, 2023 (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. Under normal circumstances, the Fund will invest at least 80% of its net assets, plus any borrowings for investment purposes, in municipal bonds that pay interest that is generally excludable from gross income for federal income tax purposes (except that the interest paid by certain municipal securities may be includable in taxable income for purposes of the federal alternative minimum tax). As of April 30, 2023, 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

 

26

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

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 and share class. Expenses which cannot be directly attributed to a fund are generally apportioned among each fund in the Trust and the respective share classes 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, 2022, 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, 2023, 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 $548,159 and $9,178,734

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

27

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

to Class N and Class I shareholders, respectively, during the six months ended April 30, 2023. In addition, the Fund designated a portion of the payment made to redeeming shareholders as a distribution for income tax purpose.

The tax character of distributions paid during the years ended October 31, 2022 and 2021, 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

2022:

 

$

733,210

 

$

 

$

733,210

 

$

12,981,296

 

$

 

$

13,714,506

2021:

 

 

276,002

 

 

602,567

 

 

878,569

 

 

11,443,899

 

 

 

 

12,322,468

As of October 31, 2022 and 2021, 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)

2022:

 

$

 

$

 

$

23,756

 

$

(10,231,396

)

 

$

(65,489

)

 

$

(55,549,354

)

 

$

(65,822,483

)

2021:

 

 

614,979

 

 

 

 

22,207

 

 

 

 

 

(3,640

)

 

 

26,941,598

 

 

 

27,575,144

 

The Fund had $10,231,396 of post-December 22, 2010 net capital loss carryforwards as of October 31, 2022, of which $8,563,669 and $1,667,727, 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.

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.

 

28

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (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, 2023, the Fund incurred $1,408,813 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, 2024, 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, 2023, the Investment Adviser waived fees in the amount of $16,454 and $– 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, 2023, Class N shares of the Fund incurred $42,773 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, 2023, the Fund incurred $71,774 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, 2023 was $27,696. 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, 2023 was $2,606. This amount is included under line item “Custody and fund accounting fees” in the Statement of Operations.

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

29

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (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, 2023, the Fund incurred $36,329 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, 2023, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, was $528,430,349 and $499,359,625, 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, 2023
(unaudited)

 

For the year ended
October 31, 2022

   

Shares

 

Dollars

 

Shares

 

Dollars

Class N

   

 

 

 

 

 

   

 

 

 

 

 

Shares sold

 

2,365,696

 

 

$

24,015,247

 

 

2,781,950

 

 

$

28,567,253

 

Shares issued in connection with reinvestments of dividends

 

52,895

 

 

 

538,420

 

 

98,378

 

 

 

1,012,544

 

Proceeds from short-term redemption fees

 

N/A

 

 

 

N/A

 

 

N/A

 

 

 

179

 

Shares redeemed

 

(3,015,927

)

 

 

(30,265,380

)

 

(4,724,453

)

 

 

(48,680,636

)

Net decrease

 

(597,336

)

 

$

(5,711,713

)

 

(1,844,125

)

 

$

(19,100,660

)

     

 

 

 

 

 

   

 

 

 

 

 

Class I

   

 

 

 

 

 

   

 

 

 

 

 

Shares sold

 

14,800,724

 

 

$

148,418,760

 

 

20,229,459

 

 

$

208,500,440

 

Shares issued in connection with reinvestments of dividends

 

264,119

 

 

 

2,685,114

 

 

399,708

 

 

 

4,113,912

 

Proceeds from short-term redemption fees

 

N/A

 

 

 

1,041

 

 

N/A

 

 

 

6,052

 

Shares redeemed

 

(9,520,465

)

 

 

(96,045,900

)

 

(31,176,617

)

 

 

(318,390,055

)

Net increase/(decrease)

 

5,544,378

 

 

$

55,059,015

 

 

(10,547,450

)

 

$

(105,769,651

)

 

30

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

Included in Shares Sold and Shares Redeemed are shareholder exchanges during the six months ended April 30, 2023 and the year ended October 31, 2022. Specifically:

During the six months ended April 30, 2023, 2,305 shares of Class I were exchanged for 2,303 shares of Class N valued at $23,745.

During the year ended October 31, 2022, 1,958 shares of Class N were exchanged for 1,958 shares of Class I valued at $19,950.

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 may use derivatives that could create 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 may remain substantially fully invested at a time when a purchase is outstanding, then the purchases may result in a form of leverage. If the counterparty to a when-issued or delayed-delivery transaction fails to deliver the securities, the fund may receive

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

31

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

a less favorable price or yield, or may suffer a loss (when-issued and delayed delivery securities 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 (large shareholder 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 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. Management has evaluated events and transactions that have occurred since April 30, 2023 through the date the financial statements were issued and determined that there were no subsequent events that would require recognition or additional disclosure in the financial statements.

 

32

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

DISCLOSURE OF FUND EXPENSES

April 30, 2023 (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, 2022 to April 30, 2023).

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.

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

33

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

DISCLOSURE OF FUND EXPENSES (continued)

April 30, 2023 (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, 2022

 

Ending
Account Value
April 30, 2023

 

Expenses Paid
During Period
November 1, 2022 to
April 30, 20231

Class N

           

Actual

 

$1,000

 

$1,069

 

$3.33

Hypothetical2

 

$1,000

 

$1,022

 

$3.26

 

Beginning
Account Value
November 1, 2022

 

Ending
Account Value
April 30, 2023

 

Expenses Paid
During Period
November 1, 2022 to
April 30, 20231

Class I

           

Actual

 

$1,000

 

$1,070

 

$2.36

Hypothetical2

 

$1,000

 

$1,023

 

$2.31

____________

1   Expenses are equal to the Fund’s annualized expense ratio of 0.65% and 0.46% 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.

 

34

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

DISCLOSURE OF ADVISOR SELECTION

April 30, 2023 (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.

The Board, a majority of which is comprised of Independent Trustees, held a telephonic meeting on November 17, 2022 and an in person meeting on December 13, 2022, 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 13, 2022 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 Gartenberg 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 may have given different weight to various factors. The Board

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

35

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (unaudited)

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 13, 2022 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 17, 2022 and December 13, 2022 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

 

36

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (unaudited)

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 above average performance compared to its peer category for the 1-, 3-, 4- and 5-year periods, and had below average performance for the 2-year period ended September 30, 2022. 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 profitability data for the Fund using data for the period October 1, 2021 through September 30, 2022, 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 and corresponding expenses. The Board conducted a detailed review of the expense 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.

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

37

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (unaudited)

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. The Board considered the fee schedule for the Fund on the information they 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 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 realized by the Investment Adviser.

 

38

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

CONFLICTS OF INTEREST

April 30, 2023 (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,

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

39

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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 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 and administrative services through the SID, BBH provides 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.

 

40

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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 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.

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

41

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (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 in accordance with Rule 2a-5 under the 1940 Act. 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.

 

42

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

43

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

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

April 30, 2023 (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 has appointed three members of the Brown Brothers Harriman & Co. Mutual Fund Advisory Department, the Investment Adviser to the funds of BBH Trust (the “Funds”), as the Program Administrator for the Fund’s liquidity risk management program (the “Program”). The Board met on March 7, 2023 to review the Program for the Funds pursuant to the Liquidity Rule. The Program Administrator provided the Board with a report (the “Report”) that addressed the operations of the Program and assessed its adequacy and effectiveness for the period from February 1, 2022 through January 31, 2023 (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. The Fund classified each of its investments into one of four liquidity categories based on the number of days reasonably needed to sell and convert a reasonably anticipated sized trade of each investment into cash without significantly impacting the price of the investments. The Program Administrator relied on a third-party data provider to facilitate the classification of the Fund’s investments based on criteria in the Fund’s Program. During the Reporting Period, the Fund did not hold more than 15% of its net assets in illiquid investments.

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 the Fund did not approach the 50% threshold, has made the determination that it is not necessary to assign a Highly Liquid Investment Minimum to the Fund as provided for in the Liquidity Rule.

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 the 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.

 

44

   

 

BBH INTERMEDIATE MUNICIPAL BOND FUND

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

(continued)

April 30, 2023 (unaudited)

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 the 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 the Fund’s short-term and long-term cash flow projections.

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

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.

 

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

45

 

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

To obtain information or make shareholder inquiries:

 

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

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

 

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

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

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

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

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

 

    

Semi-Annual Report

APRIL 30, 2023

BBH U.S. Government Money Market Fund

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

PORTFOLIO ALLOCATION

April 30, 2023 (unaudited)

BREAKDOWN BY SECURITY TYPE

 

U.S. $ Value

 

Percent of
Net Assets

U.S. Government Agency Obligations

 

$

788,555,819

 

15.3

%

U.S. Treasury Bills

 

 

3,961,058,567

 

76.8

 

Repurchase Agreements

 

 

375,000,000

 

7.3

 

Cash and Other Assets in Excess of Liabilities

 

 

29,584,415

 

0.6

 

NET ASSETS

 

$

5,154,198,801

 

100.0%

 

All data as of April 30, 2023. 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.

2

   

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

PORTFOLIO OF INVESTMENTS

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

U.S. GOVERNMENT AGENCY OBLIGATIONS (15.3%)

       

 

 

 

 

$

225,000,000

 

Federal Home Loan Bank Discount Notes1

 

05/01/23

 

4.552

%

 

$

225,000,000

 

200,000,000

 

Federal Home Loan Bank Discount Notes1

 

05/02/23

 

4.503

 

 

 

199,975,000

 

125,000,000

 

Federal Home Loan Bank Discount Notes1,2

 

05/03/23

 

4.648

 

 

 

124,967,819

 

40,000,000

 

Federal Home Loan Bank Discount Notes1

 

05/18/23

 

4.713

 

 

 

39,911,222

 

100,000,000

 

Federal Home Loan Bank Discount Notes1

 

06/08/23

 

4.751

 

 

 

99,501,778

 

100,000,000

 

Federal Home Loan Bank Discount Notes1

 

06/30/23

 

4.847

 

 

 

99,200,000

 

   

Total U.S. Government Agency Obligations
(Cost $788,555,819)

       

 

 

 

788,555,819

 

             

 

 

 

 

 

   

U.S. TREASURY BILLS (76.8%)

       

 

 

 

 

 

300,000,000

 

U.S. Treasury Bill1,2

 

05/02/23

 

4.620

 

 

 

299,961,885

 

265,000,000

 

U.S. Treasury Bill1,2

 

05/04/23

 

4.604

 

 

 

264,899,396

 

440,000,000

 

U.S. Treasury Bill1,2

 

05/09/23

 

4.657

 

 

 

439,549,341

 

150,000,000

 

U.S. Treasury Bill1,2

 

05/23/23

 

4.672

 

 

 

149,578,165

 

150,000,000

 

U.S. Treasury Bill1,2

 

05/25/23

 

4.561

 

 

 

149,548,200

 

175,000,000

 

U.S. Treasury Bill1,2

 

06/01/23

 

4.692

 

 

 

174,304,093

 

295,000,000

 

U.S. Treasury Bill1,2

 

06/06/23

 

4.683

 

 

 

293,628,185

 

175,000,000

 

U.S. Treasury Bill1,2

 

06/15/23

 

4.668

 

 

 

173,987,013

 

350,000,000

 

U.S. Treasury Bill1,2

 

06/20/23

 

4.704

 

 

 

347,733,889

 

365,000,000

 

U.S. Treasury Bill1,2

 

06/22/23

 

4.694

 

 

 

362,549,355

 

265,000,000

 

U.S. Treasury Bill1,2

 

06/27/23

 

4.638

 

 

 

263,076,487

 

220,000,000

 

U.S. Treasury Bill1,2

 

06/29/23

 

4.758

 

 

 

218,301,509

 

200,000,000

 

U.S. Treasury Bill1,2

 

07/18/23

 

4.751

 

 

 

197,972,975

 

150,000,000

 

U.S. Treasury Bill1,2

 

07/25/23

 

4.792

 

 

 

148,329,396

 

75,000,000

 

U.S. Treasury Bill1,2

 

07/27/23

 

4.756

 

 

 

74,158,094

 

100,000,000

 

U.S. Treasury Bill1

 

08/01/23

 

4.850

 

 

 

98,780,233

 

75,000,000

 

U.S. Treasury Bill1,2

 

08/03/23

 

4.746

 

 

 

74,092,280

 

60,000,000

 

U.S. Treasury Bill1,2

 

08/17/23

 

4.938

 

 

 

59,132,708

 

100,000,000

 

U.S. Treasury Bill1

 

09/21/23

 

4.868

 

 

 

98,103,860

 

75,000,000

 

U.S. Treasury Bill1,2

 

10/12/23

 

4.883

 

 

 

73,371,503

 

   

Total U.S. Treasury Bills
(Cost $3,961,058,567)

       

 

 

 

3,961,058,567

 

             

 

 

 

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

3

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

Principal
Amount

     

Maturity
Date

 

Interest
Rate

 

Value

 

   

REPURCHASE AGREEMENTS (7.3%)

       

 

 

 

 

$

125,000,000

 

BNP Paribas (Agreement dated 04/28/23 collateralized by FHLMC 2.400%-5.000%, due 11/01/37-02/01/53, original par $59,427,954, value $54,001,274, FNMA 1.500%-6.500%, due 07/01/28-04/01/53, original par $29,715,606, value $13,819,399, GNMA 2.000%-6.000%, due 12/15/25-01/20/53, original par $69,433,893, value $43,633,421, U.S. Treasury Securities 0.000%-4.125%, due 07/25/23-02/15/28, original par $15,417,400, value $16,045,906)

 

05/01/23

 

4.770

%

 

$

125,000,000

 

125,000,000

 

National Australia Bank Ltd. (Agreement dated 04/28/23 collateralized by U.S. Treasury Notes 3.250%, due 06/30/27, original par $128,145,000, value $127,500,000)

 

05/01/23

 

4.750

 

 

 

125,000,000

 

125,000,000

 

Societe Generale (Agreement dated 04/28/23 collateralized by FNMA 4.500%-5.000%, due 12/01/47-04/01/53, original par $148,057,659, value $127,500,001)

 

05/01/23

 

4.750

 

 

 

125,000,000

 

   

Total Repurchase Agreements
(Cost $375,000,000)

       

 

 

 

375,000,000

 

             

 

 

 

 

 

TOTAL INVESTMENTS (Cost $5,124,614,386)3

 

99.4

%

 

$

5,124,614,386

 

CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES

 

0.6

%

 

 

29,584,415

 

NET ASSETS

 

100.0

%

 

$

5,154,198,801

____________

1       Coupon represents a yield to maturity.

2       Coupon represents a weighted average yield.

3       The cost of securities for federal income tax purposes is substantially the same as for financial reporting purposes.

Abbreviations:

FHLMC – Federal Home Loan Mortgage Corporation.

FNMA – Federal National Mortgage Association.

GNMA – Government National Mortgage Association.

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

4

   

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (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. As Level 2 financial

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

5

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

PORTFOLIO OF INVESTMENTS (continued)

April 30, 2023 (unaudited)

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, 2023, 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, 2023.

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, 2023

U.S. Government Agency Obligations

 

$

 

$

788,555,819

 

$

 

$

788,555,819

U.S. Treasury Bills

 

 

 

 

3,961,058,567

 

 

 

 

3,961,058,567

Repurchase Agreements

 

 

 

 

375,000,000

 

 

 

 

375,000,000

Total Investment, at value

 

$

 

$

5,124,614,386

 

$

 

$

5,124,614,386

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

6

   

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

STATEMENT OF ASSETS AND LIABILITIES

April 30, 2023 (unaudited)

ASSETS:

   

Investments in securities, at cost which approximates fair value

 

$

4,749,614,386

 

Repurchase agreements (Cost $375,000,000)

 

 

375,000,000

 

Cash

 

 

32,227,047

 

Receivables for:

 

 

 

 

Interest

 

 

202,562

 

Prepaid expenses

 

 

81,001

 

Total Assets

 

 

5,157,124,996

 

LIABILITIES:

 

 

 

 

Payables for:

 

 

 

 

Dividends declared

 

 

1,902,984

 

Investment advisory and administrative fees

 

 

855,878

 

Custody and fund accounting fees

 

 

114,975

 

Professional fees

 

 

35,462

 

Transfer agent fees

 

 

4,415

 

Board of Trustees’ fees

 

 

808

 

Accrued expenses and other liabilities

 

 

11,673

 

Total Liabilities

 

 

2,926,195

 

NET ASSETS

 

$

5,154,198,801

 

   

 

 

 

Net Assets Consist of:

 

 

 

 

Paid-in capital

 

$

5,154,248,094

 

Distributions in excess of net investment income

 

 

(49,293

)

Net Assets

 

$

5,154,198,801

 

   

 

 

 

NET ASSET VALUE AND OFFERING PRICE PER SHARE

 

 

 

 

INSTITUTIONAL SHARES

 

 

 

 

($5,154,198,801 ÷ 5,154,254,112 shares outstanding)

 

$

1.00

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

7

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

STATEMENT OF OPERATIONS

For the six months ended April 30, 2023 (unaudited)

NET INVESTMENT INCOME:

 

 

 

 

Income:

 

 

 

 

Interest income

 

$

109,877,929

 

Interest income from affiliates

 

 

548,389

 

Total Income

 

 

110,426,318

 

   

 

 

 

Expenses:

 

 

 

 

Investment advisory and administrative fees

 

 

5,423,558

 

Custody and fund accounting fees

 

 

276,847

 

Board of Trustees’ fees

 

 

59,191

 

Professional fees

 

 

32,460

 

Transfer agent fees

 

 

15,237

 

Miscellaneous expenses

 

 

44,872

 

Total Expenses

 

 

5,852,165

 

Net Investment Income

 

 

104,574,153

 

   

 

 

 

NET REALIZED LOSS:

 

 

 

 

Net realized loss on investments

 

 

(65,486

)

Net Increase in Net Assets Resulting from Operations

 

$

104,508,667

 

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

8

   

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

STATEMENTS OF CHANGES IN NET ASSETS

 

For the six
months ended
April 30, 2023
(unaudited)

 

For the year
ended
October 31, 2022

INCREASE IN NET ASSETS FROM:

 

 

 

 

 

 

 

 

Operations:

 

 

 

 

 

 

 

 

Net investment income

 

$

104,574,153

 

 

$

35,393,588

 

Net realized loss on investments

 

 

(65,486

)

 

 

(948

)

Net increase in net assets resulting from operations

 

 

104,508,667

 

 

 

35,392,640

 

   

 

 

 

 

 

 

 

Dividends and distributions declared:

 

 

 

 

 

 

 

 

Institutional Shares

 

 

(104,556,526

)

 

 

(35,394,673

)

   

 

 

 

 

 

 

 

Share transactions:

 

 

 

 

 

 

 

 

Fund shares sold and fund shares issued in connection with reinvestments of dividends

 

 

3,886,766,660

 

 

 

10,783,214,063

 

Fund shares repurchased

 

 

(3,527,541,455

)

 

 

(10,215,607,377

)

Net increase in net assets resulting from fund share
transactions

 

 

359,225,205

 

 

 

567,606,686

 

Total increase in net assets

 

 

359,177,346

 

 

 

567,604,653

 

   

 

 

 

 

 

 

 

NET ASSETS:

 

 

 

 

 

 

 

 

Beginning of period/year

 

 

4,795,021,455

 

 

 

4,227,416,802

 

End of period/year

 

$

5,154,198,801

 

 

$

4,795,021,455

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

9

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

FINANCIAL HIGHLIGHTS

Selected per share data and ratios for an Institutional Share outstanding throughout each period/year.

 

For the
six months
ended
April 30, 
2023

 




For the years ended
October 31,

 

For the 
period
from July 1,
2019 to
October 31, 
2019

 



For the years 
ended
June 30,

2022

 

2021

 

2020

 

2019

 

2018

Net asset value, beginning of
period
/year

 

$

1.00

 

 

$

1.00

 

 

$

1.00

 

 

$

1.00

 

 

$

1.00

 

 

$

1.00

 

 

$

1.00

 

Income from investment operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net investment income1

 

 

0.02

 

 

 

0.01

 

 

 

0.002

 

 

 

0.01

 

 

 

0.01

 

 

 

0.02

 

 

 

0.01

 

Net realized and unrealized
gain
/(loss)

 

 

(0.00

)2

 

 

0.002

 

 

 

(0.00

)2

 

 

0.002

 

 

 

0.002

 

 

 

0.002

 

 

 

(0.00

)2

Total income/(loss) from
investment operations

 

 

0.02

 

 

 

0.01

 

 

 

0.002

 

 

 

0.01

 

 

 

0.01

 

 

 

0.02

 

 

 

0.01

 

Dividends and distributions to shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

From net investment income

 

 

(0.02

)

 

 

(0.01

)

 

 

(0.00

)2

 

 

(0.01

)

 

 

(0.01

)

 

 

(0.02

)

 

 

(0.01

)

Total dividends and distributions
to shareholders

 

 

(0.02

)

 

 

(0.01

)

 

 

(0.00

)2

 

 

(0.01

)

 

 

(0.01

)

 

 

(0.02

)

 

 

(0.01

)

Net asset value, end of period/year

 

$

1.00

 

 

$

1.00

 

 

$

1.00

 

 

$

1.00

 

 

$

1.00

 

 

$

1.00

 

 

$

1.00

 

Total return3

 

 

2.02

%4

 

 

0.75

%

 

 

0.01

%

 

 

0.59

%

 

 

0.63

%4

 

 

2.02

%

 

 

1.06

%

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ratios/Supplemental data:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net assets, end of period/year (in millions)

 

$

5,154

 

 

$

4,795

 

 

$

4,227

 

 

$

3,475

 

 

$

2,040

 

 

$

2,126

 

 

$

1,710

 

Ratio of expenses to average net assets before reductions

 

 

0.23

%5

 

 

0.23

%

 

 

0.23

%

 

 

0.24

%

 

 

0.24

%6

 

 

0.24

%

 

 

0.26

%

Expense reimbursement7

 

 

%

 

 

(0.08

)%

 

 

(0.19

)%

 

 

(0.05

)%

 

 

%

 

 

%

 

 

%

Expense offset arrangement

 

 

%

 

 

%

 

 

%

 

 

%

 

 

%

 

 

(0.01

)%

 

 

(0.02

)%

Ratio of expenses to average net assets after reductions

 

 

0.23

%5

 

 

0.15

%

 

 

0.04

%

 

 

0.19

%

 

 

0.24

%6

 

 

0.23

%

 

 

0.24

%

Ratio of net investment income to average net assets

 

 

4.04

%5

 

 

0.73

%

 

 

0.01

%

 

 

0.48

%

 

 

1.86

%6

 

 

2.02

%

 

 

1.07

%

____________

1        Calculated using average shares outstanding for the period/year.

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, 2023, the years ended October 31, 2022, 2021, 2020, the period from July 1, 2019 to October 31, 2019, and the years ended June 30, 2019 and 2018, the investment advisory and administrative fee/shareholder servicing fee waivers, as a result of a voluntary minimum yield agreement, were $-, $3,724,415, $7,060,486, $1,299,428, $-, $-, and $-, respectively.

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

10

   

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS

April 30, 2023 (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. 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. Under normal circumstances, the Fund invests at least 99.5% of its total assets in cash and short-term U.S. Treasury securities and securities issued by U.S. government agencies or government-sponsored enterprises and repurchase agreements fully collateralized by such instruments. Additionally, under normal circumstances, at least 80% of the value of the Fund’s net assets will be invested in U.S. government securities and repurchase agreements fully collateralized by U.S. government securities. At April 30, 2023, 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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

11

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

D. Repurchase Agreements. The Fund may enter into repurchase agreements. Repurchase agreements are transactions in which the Fund buys a security from a dealer or bank and agrees to sell the security back at a mutually agreed upon time and price. The repurchase price normally is in excess of the purchase price, reflecting an agreed upon interest rate. The rate is effective for the period of time that assets of the Fund are invested in the agreement and is not related to the coupon rate on the underlying security. The Fund will enter into repurchase agreements only with banks and other recognized financial institutions, such as securities dealers, deemed creditworthy by the investment adviser. The Fund’s custodian or sub-custodian will take possession of the securities subject to repurchase agreements. The investment adviser, custodian or sub-custodian will monitor the 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 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.

12

   

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (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 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, 2023, 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 $104,556,526 to Institutional shareholders, during the six months ended April 30, 2023.

The tax character of distributions paid during the years ended October 31, 2022 and 2021, respectively, were as follows:

Distributions paid from:

   

Ordinary
income

 

Net
long-term
capital gain

 

Total taxable
distributions

 

Total
Distributions
paid

2022:

 

$

35,394,673

 

$

 

$

35,394,673

 

$

35,394,673

2021:

 

 

373,744

 

 

 

 

373,744

 

 

373,744

As of October 31, 2022 and 2021, 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)

2022:

 

$

380,489

 

$

 

$

(948

)

 

$

(380,975

)

 

$

 

$

(1,434

)

2021:

 

 

4,073

 

 

 

 

 

 

 

(3,474

)

 

 

 

 

599

 

The Fund had $948 of post-December 22, 2010 net capital loss carryforwards as of October 31, 2022, of which $948 and $0, is attributable to short-term and long-term capital losses, respectively.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

13

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

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.

There are no significant differences between book-basis and tax-basis unrealized appreciation/(depreciation) for investments for the current year.

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. 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, 2023, the Fund incurred $5,423,558 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, 2023, BBH waived fees in the amount of $0 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

14

   

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

0.004% per annum of average daily net assets. For the six months ended April 30, 2023, the Fund incurred $276,847 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, 2023 was $548,389. This amount is included in “Interest income from affiliates” 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 BBH Overdraft Base Rate plus 2% on the day of the overdraft. The total interest incurred by the Fund for the six months ended April 30, 2023 was $99,436. 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, 2023, the Fund incurred $59,191 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. Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of Institutional Shares of beneficial interest, at no par value. Transactions in Institutional Shares were as follows:

 

For the six months ended
April 30, 2023

 

For the year ended
October 31, 2022

Shares

 

Dollars

 

Shares

 

Dollars

Institutional Shares

   

 

 

 

 

 

   

 

 

 

 

 

Shares sold

 

3,886,756,656

 

 

$

3,886,756,656

 

 

10,783,210,361

 

 

$

10,783,210,361

 

Shares issued in connection with reinvestments of dividends

 

10,004

 

 

 

10,004

 

 

3,702

 

 

 

3,702

 

Shares redeemed

 

(3,527,541,455

)

 

 

(3,527,541,455

)

 

(10,215,607,377

)

 

 

(10,215,607,377

)

Net increase

 

359,225,205

 

 

$

359,225,205

 

 

567,606,686

 

 

$

567,606,686

 

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

15

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

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.

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 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 (large shareholder 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). 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.

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

16

   

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS (continued)

April 30, 2023 (unaudited)

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, short-term U.S. Treasury securities, U.S. government agency securities, and/or repurchase agreements that are collateralized fully by cash or government securities.

7.  Subsequent Events. Management has evaluated events and transactions that have occurred since April 30, 2023 through the date the financial statements were issued and determined that there were no subsequent events that would require recognition or additional disclosure in the financial statements.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

17

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

DISCLOSURE OF FUND EXPENSES

April 30, 2023 (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, 2022 to April 30, 2023).

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.

18

   

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

DISCLOSURE OF FUND EXPENSES (continued)

April 30, 2023 (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, 2022

 

Ending
Account Value
April 30, 2023

 

Expenses Paid
During Period
November 1, 2022 to
April 30, 20231

Institutional Shares

           

Actual

 

$1,000

 

$1,020

 

$1.15

Hypothetical2

 

$1,000

 

$1,024

 

$1.15

____________

1   Expenses are equal to the Fund’s annualized net expense ratio of 0.23% 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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

19

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

DISCLOSURE OF ADVISOR SELECTION

April 30, 2023 (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.

The Board, a majority of which is comprised of Independent Trustees, held a telephonic meeting on November 17, 2022 and an in-person meeting on December 13, 2022, 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 13, 2022 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 Gartenberg 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.

20

   

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (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 13, 2022 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 17, 2022 and December 13, 2022 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 and 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 below average performance as compared to its peer category for the 1- and 2-year periods and average performance in the 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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

21

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

DISCLOSURE OF ADVISOR SELECTION (continued)

April 30, 2023 (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 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 comparable mutual funds, such peer group and comparisons having been selected and calculated by Broadridge. 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 profitability data for the Fund using data from October 1, 2021 through September 30, 2022, for both the Investment Adviser and BBH and corresponding expenses. 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 also reviewed the expense 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 and BBH’s profitability were 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 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 they 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.

22

   

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

CONFLICTS OF INTEREST

April 30, 2023 (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,

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

23

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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 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 and administrative services through the SID, BBH provides 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.

24

   

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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 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.

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

25

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (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 in accordance with Rule 2a-5 under the 1940 Act. 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.

26

   

 

BBH U.S. GOVERNMENT MONEY MARKET FUND

CONFLICTS OF INTEREST (continued)

April 30, 2023 (unaudited)

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

F I N A N C I A L   S T A T E M E N T S   A P R I L   3 0,   2 0 2 3

 

27

 

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

To obtain information or make shareholder inquiries:

 

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

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

 

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

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

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

 

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.

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 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 of 2002 are furnished as Exhibit 13(b) to this Form N-CSR.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BBH Trust

By:

 

/s/ Jean-Pierre Paquin

   
   

Jean-Pierre Paquin

   
   

Title: President (Principal Executive Officer)

   
   

Date: July 7, 2023

   

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 7, 2023

   

By:

 

/s/ Charles H. Schreiber

   
   

Charles H. Schreiber

   
   

Title: Treasurer (Principal Financial Officer)

   
   

Date: July 7, 2023