0001387131-21-011744.txt : 20211203 0001387131-21-011744.hdr.sgml : 20211203 20211203130413 ACCESSION NUMBER: 0001387131-21-011744 CONFORMED SUBMISSION TYPE: N-CSRS PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20210930 FILED AS OF DATE: 20211203 DATE AS OF CHANGE: 20211203 EFFECTIVENESS DATE: 20211203 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Brown Capital Management Mutual Funds CENTRAL INDEX KEY: 0000869351 IRS NUMBER: 566376571 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: N-CSRS SEC ACT: 1940 Act SEC FILE NUMBER: 811-06199 FILM NUMBER: 211469406 BUSINESS ADDRESS: STREET 1: 1201 N. CALVERT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4108373234 MAIL ADDRESS: STREET 1: 1201 N. CALVERT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: NOTTINGHAM INVESTMENT TRUST II DATE OF NAME CHANGE: 19920703

0000869351 S000010418 The Brown Capital Management Small Company Fund

C000028793 Investor Shares BCSIX

C000105412 Institutional Shares BCSSX

0000869351 S000010419 The Brown Capital Management International Equity Fund

C000028794 Investor Shares BCIIX

C000105413 Institutional Shares BCISX

0000869351 S000010420 The Brown Capital Management Mid Company Fund

C000028795 Investor Shares BCMSX

C000105414 Institutional Shares BCMIX

0000869351 S000049041 The Brown Capital Management International Small Company Fund

C000154624 Institutional Shares BCSFX

C000154625 Investor Shares BCSVX

N-CSRS 1 bcmmf-ncsrs_093021.htm CERTIFIED SEMI-ANNUAL SHAREHOLDER REPORT

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

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-06199

Brown Capital Management Mutual Funds
(Exact name of registrant as specified in charter)

1201 N. Calvert Street, Baltimore, Maryland 21202

(Address of principal executive offices) (Zip code)

Capitol Services, Inc.

1675 S. State Street, Suite B, Dover, Delaware 19901

(Name and address of agent for service)

With Copies to:

John H. Lively
Practus, LLP
11300 Tomahawk Creek Parkway, Suite 310

Leawood, Kansas 66211

Registrant’s telephone number, including area code: 410.837.3234

Date of fiscal year end: March 31

Date of reporting period: September 30, 2021

Item 1. REPORTS TO STOCKHOLDERS.

Semi-Annual Report

September 30, 2021

Small Company Fund

Investor Shares (BCSIX)

(CUSIP Number 115291833)

Institutional Shares (BCSSX)

(CUSIP Number 115291403)

Mid Company Fund

Investor Shares (BCMSX)

(CUSIP Number 115291809)

Institutional Shares (BCMIX)

(CUSIP Number 115291783)

International Equity Fund

Investor Shares (BCIIX)

(CUSIP Number 115291858)

Institutional Shares (BCISX)

(CUSIP Number 115291767)

International Small Company Fund

Investor Shares (BCSVX)

(CUSIP Number 115291742)

Institutional Shares (BCSFX)

(CUSIP Number 115291759)

Table of Contents

Schedules of Investments	1

Statements of Assets and Liabilities	11

Statements of Operations	13

Statements of Changes in Net Assets	14

Financial Highlights	18

Notes to Financial Statements	28

Fund Expenses	36

Additional Information	37

Privacy Policy	38

The Brown Capital Management Small Company Fund

Schedule of Investments

September 30, 2021 (Unaudited)

Shares			Value (Note 1)
COMMON STOCKS - 96.84%
		Business Services - 23.17%
	607,503	ANSYS, Inc.^(a)	$	206,824,396
	845,684	Duck Creek Technologies, Inc.^(a)		37,413,060
	1,376,002	Guidewire Software, Inc.^(a)		163,565,358
	582,986	nCino, Inc.^(a)		41,409,496
	806,453	Paycom Software, Inc.^(a)		399,799,075
	2,822,699	PROS Holdings, Inc.^(a)(b)		100,149,361
	3,046,445	Q2 Holdings, Inc.^(a)(b)		244,142,102
	814,774	Tyler Technologies, Inc.^(a)		373,696,095
				1,566,998,943
		Consumer Related - 3.16%
	2,732,476	Alarm.com Holdings, Inc.^(a)(b)		213,652,298

		Industrial Products & Systems - 9.33%
	347,463	Balchem Corp.		50,406,457
	4,358,450	Cognex Corp.		349,634,859
	1,253,373	DMC Global, Inc.^(a)(b)		46,261,998
	1,463,954	Helios Technologies, Inc.		120,205,263
	967,289	Proto Labs, Inc.^(a)		64,421,447
				630,930,024
		Information/Knowledge Management - 25.64%
	967,940	Alteryx, Inc. - Class A^(a)		70,756,414
	1,214,032	American Software, Inc. - Class A		28,833,260
	2,269,689	Anaplan, Inc.^(a)		138,201,363
	1,839,997	Appfolio, Inc. - Class A^(a)(b)		221,535,639
	755,557	Blackbaud, Inc.^(a)		53,153,435
	2,496,060	Datadog, Inc. - Class A^(a)		352,818,081
	2,325,108	Manhattan Associates, Inc.^(a)		355,811,277
	1,791,433	NetScout Systems, Inc.^(a)		48,279,119
	3,686,504	NextGen Healthcare, Inc.^(a)(b)		51,979,707
	4,465,516	Smartsheet, Inc. - Class A^(a)		307,316,811
	2,292,529	Vocera Communications, Inc.^(a)(b)		104,906,127
				1,733,591,233
		Medical/Health Care - 30.82%
	726,324	10X Genomics, Inc.^(a)		105,738,248
	845,006	ABIOMED, Inc.^(a)		275,066,353
	593,099	Bio-Techne Corp.		287,397,982
	3,138,112	Cardiovascular Systems, Inc.^(a)(b)		103,024,217
	1,815,485	Glaukos Corp.^(a)		87,451,913
	2,162,916	Inogen, Inc.^(a)(b)		93,200,050
	9,980,218	Ironwood Pharmaceuticals, Inc.^(a)(b)		130,341,647
	1,361,033	OrthoPediatrics Corp.^(a)(b)		89,161,272
	1,454,086	Quidel Corp.^(a)		205,244,239
	520,690	Repligen Corp.^(a)		150,474,203
	543,208	Tandem Diabetes Care, Inc.^(a)		64,848,171
	1,214,786	Veeva Systems, Inc. - Class A^(a)		350,064,882
	2,915,818	Vericel Corp.^(a)(b)		142,291,918
				2,084,305,095
		Miscellaneous - 4.72%
	160,897	CryoPort, Inc.^(a)		10,701,260

Semi-Annual Report | September 30, 2021

The Brown Capital Management Small Company Fund

Schedule of Investments

September 30, 2021 (Unaudited)

Shares			Value (Note 1)
COMMON STOCKS - 96.84% (continued)
		Miscellaneous - 4.72% (continued)
	7,095,028	Neogen Corp.^(a)(b)	$	308,137,066
				318,838,326

Total Common Stocks (Cost $2,870,775,134)				6,548,315,919

SHORT TERM INVESTMENTS - 3.28%
	221,319,386	First American Treasury Obligations Fund, 0.01%^(c)		221,319,386

Total Short Term Investments (Cost $221,319,386)				221,319,386

Total Value of Investments (Cost $3,092,094,520) - 100.12%				6,769,635,305
Liabilities in Excess of Other Assets - (0.12)%				(7,844,107	)
Net Assets - 100.00%			$	6,761,791,198

^(a)

Non-income producing investment.

^(b)

Affiliated company - The Fund owns greater than 5% of the outstanding voting securities of this issuer. See Note 1 for more information.

^(c)

Represents 7 day effective yield at September 30, 2021.

See Notes to Financial Statements.

Summary of Investments by Sector

Sector	% of Net Assets			Value
Business Services		23.17	%	$	1,566,998,943
Consumer Related		3.16	%		213,652,298
Industrial Products & Systems		9.33	%		630,930,024
Information/Knowledge Management		25.64	%		1,733,591,233
Medical/Health Care		30.82	%		2,084,305,095
Miscellaneous		4.72	%		318,838,326
Short Term Investments		3.28	%		221,319,386
Liabilities in Excess of Other Assets		(0.12	)%		(7,844,107	)
Total		100.00	%	$	6,761,791,198

The Fund’s classifications of issuers into sectors, industries and sub-industries may differ for financial reporting purposes than for other reporting and compliance purposes. The classifications for purposes of this financial report are unaudited.

2	www.browncapital.com

The Brown Capital Management Mid Company Fund

Schedule of Investments

September 30, 2021 (Unaudited)

Shares			Value (Note 1)
COMMON STOCKS - 96.99%
		Business Services - 14.31%
	10,289	Bright Horizons Family Solutions, Inc.^(a)	$	1,434,492
	16,369	Envestnet, Inc.^(a)		1,313,449
	7,355	Equifax, Inc.		1,863,904
	8,571	Jack Henry & Associates, Inc.		1,406,158
	4,263	Tyler Technologies, Inc.^(a)		1,955,225
				7,973,228
		Consumer Related - 8.18%
	648	Chipotle Mexican Grill, Inc.^(a)		1,177,753
	3,961	Expedia, Inc.^(a)		649,208
	9,529	LKQ Corp.^(a)		479,499
	1,093	O’sReilly Automotive, Inc.^(a)		667,889
	2,607	Tractor Supply Co.		528,204
	2,927	Ulta Beauty, Inc.^(a)		1,056,413
				4,558,966
		Financial Services - 8.38%
	7,717	Broadridge Financial Solutions, Inc.		1,285,961
	5,261	FleetCor Technologies, Inc.^(a)		1,374,542
	3,518	MarketAxess Holdings, Inc.		1,479,987
	2,702	T Rowe Price Group, Inc.		531,483
				4,671,973
		Industrial Products & Systems - 11.84%
	20,567	Cognex Corp.		1,649,885
	27,878	Fastenal Co.		1,438,783
	7,247	IPG Photonics Corp.^(a)		1,147,925
	2,657	Quanta Services, Inc.		302,420
	10,306	SiteOne Landscape Supply, Inc.^(a)		2,055,738
				6,594,751
		Information/Knowledge Management - 22.19%
	3,488	ANSYS, Inc.^(a)		1,187,490
	5,987	Autodesk, Inc.^(a)		1,707,313
	3,509	Blackbaud, Inc.^(a)		246,858
	6,597	Coupa Software, Inc.^(a)		1,445,930
	11,854	Guidewire Software, Inc.^(a)		1,409,085
	829	HubSpot, Inc.^(a)		560,479
	18,498	Manhattan Associates, Inc.^(a)		2,830,749
	2,193	Shopify, Inc. - Class A^(a)		2,973,225
				12,361,129
		Medical/Health Care - 32.09%
	2,767	Align Technology, Inc.^(a)		1,841,245
	3,670	Cerner Corp.		258,809
	7,339	Charles River Laboratories International, Inc.^(a)		3,028,585
	4,080	Dexcom, Inc.^(a)		2,231,189
	18,959	Edwards Lifesciences Corp.^(a)		2,146,348
	4,878	Insulet Corp.^(a)		1,386,474
	1,210	Jazz Pharmaceuticals PLC^(a)		157,554
	5,448	Masimo Corp.^(a)		1,474,828
	14,086	Omnicell, Inc.^(a)		2,090,785
	2,569	Teladoc Health, Inc.^(a)		325,775

Semi-Annual Report | September 30, 2021

The Brown Capital Management Mid Company Fund

Schedule of Investments

September 30, 2021 (Unaudited)

Shares		Value (Note 1)
COMMON STOCKS - 96.99% (continued)
	Medical/Health Care - 32.09% (continued)
8,414	Veeva Systems, Inc. - Class A^(a)	$	2,424,662
2,634	Zoetis, Inc.		511,365
			17,877,619

Total Common Stocks (Cost $27,233,606)			54,037,666

SHORT TERM INVESTMENTS - 3.18%
1,771,387	First American Treasury Obligations Fund, 0.01%^(b)		1,771,387

Total Short Term Investments (Cost $1,771,387)			1,771,387

Total Value of Investments (Cost $29,004,993) - 100.17%			55,809,053
Liabilities in Excess of Other Assets - (0.17)%			(95,856	)
Net Assets - 100.00%		$	55,713,197

^(a)

Non-income producing investment.

^(b)

Represents 7 day effective yield at September 30, 2021.

See Notes to Financial Statements.

Summary of Investments by Sector

Sector	% of Net Assets			Value
Business Services		14.31	%	$	7,973,228
Consumer Related		8.18	%		4,558,966
Financial Services		8.38	%		4,671,973
Industrial Products & Systems		11.84	%		6,594,751
Information/Knowledge Management		22.19	%		12,361,129
Medical/Health Care		32.09	%		17,877,619
Short Term Investments		3.18	%		1,771,387
Liabilities in Excess of Other Assets		(0.17	)%		(95,856	)
Total		100.00	%	$	55,713,197

4	www.browncapital.com

The Brown Capital Management International Equity Fund

Schedule of Investments

September 30, 2021 (Unaudited)

Shares			Value (Note 1)
COMMON STOCKS - 98.41%
		Argentina - 1.83%
	816	MercadoLibre, Inc.^(a)	$	1,370,390

		Australia - 8.78%
	6,637	Atlassian Corp. PLC^(a)		2,597,854
	14,242	Cochlear, Ltd.		2,269,297
	14,876	REA Group, Ltd.		1,708,371
				6,575,522
		Canada - 3.62%
	29,102	Descartes Systems Group, Inc.^(a)		2,368,874
	254	Shopify, Inc. - Class A^(a)		344,368
				2,713,242
		Denmark - 7.90%
	26,343	Chr Hansen Holding A/S		2,151,755
	23,266	Novo Nordisk A/S - Class B		2,251,946
	12,754	SimCorp A/S		1,509,422
				5,913,123
		France - 5.06%
	39,155	Dassault Systemes SE		2,062,067
	5,889	EssilorLuxottica SA		1,128,958
	6,256	Ipsen SA		598,280
				3,789,305
		Germany - 7.98%
	16,665	Carl Zeiss Meditec AG		3,205,402
	1,605	Rational AG		1,514,459
	9,280	SAP SE		1,256,396
				5,976,257
		Hong Kong - 3.09%
	521,146	Kingdee International Software Group Co., Ltd.^(a)		1,743,926
	142,443	Kingsoft Corp., Ltd.		568,151
				2,312,077
		Ireland - 8.86%
	17,686	DCC PLC		1,476,991
	8,942	Flutter Entertainment PLC^(a)		1,772,242
	12,930	ICON PLC^(a)		3,387,918
				6,637,151
		Israel - 2.66%
	6,832	Check Point Software Technologies, Ltd.^(a)		772,290
	7,704	CyberArk Software, Ltd.^(a)		1,215,845
				1,988,135
		Italy - 1.65%
	44,862	Azimut Holding SpA		1,234,705

		Japan - 11.82%
	98,500	CyberAgent, Inc.		1,916,986

Semi-Annual Report | September 30, 2021

The Brown Capital Management International Equity Fund

Schedule of Investments

September 30, 2021 (Unaudited)

Shares			Value (Note 1)
COMMON STOCKS - 98.41% (continued)
		Japan - 11.82% (continued)
	7,500	GMO Payment Gateway, Inc.	$	955,569
	34,400	Kakaku.com, Inc.		1,120,446
	28,600	M3, Inc.		2,053,742
	97,300	MonotaRO Co., Ltd.		2,206,615
	61,833	Rakuten Group, Inc.		600,579
				8,853,937
		Mexico - 1.56%
	135,027	Fomento Economico Mexicano SAB de CV		1,171,392

		Netherlands - 3.07%
	497	ASML Holding NV		371,843
	18,143	Wolters Kluwer NV		1,924,634
				2,296,477
		New Zealand - 0.72%
	5,362	Xero, Ltd.^(a)		538,828

		Spain - 2.76%
	84,631	Grifols SA		2,066,514

		Switzerland - 15.06%
	175	Chocoladefabriken Lindt & Spruengli AG		1,956,650
	594	Givaudan SA		2,716,485
	1,320	Partners Group Holding AG		2,077,129
	3,655	Tecan Group AG		2,084,481
	17,903	Temenos AG		2,441,624
				11,276,369
		United Kingdom - 11.99%
	88,100	Abcam PLC^(a)		1,778,215
	256,770	AJ Bell PLC		1,380,428
	39,021	Diageo PLC		1,895,923
	90,732	Ocado Group PLC^(a)		2,032,445
	65,520	RELX PLC		1,895,407
				8,982,418
	Total Common Stocks (Cost $51,993,878)			73,695,842

SHORT TERM INVESTMENTS - 1.91%
	1,433,936	First American Treasury Obligations Fund, 0.01%^(b)		1,433,936

	Total Short Term Investments (Cost $1,433,936)			1,433,936

Total Value of Investments (Cost $53,427,814) - 100.32%				75,129,778
Liabilities in Excess of Other Assets - (0.32)%				(239,291	)
Net Assets - 100.00%			$	74,890,487

^(a)

Non-income producing investment.

^(b)

Represents 7 day effective yield at September 30, 2021.

See Notes to Financial Statements.

6	www.browncapital.com

The Brown Capital Management International Equity Fund

Schedule of Investments

September 30, 2021 (Unaudited)

Summary of Investments by Sector

Sector	% of Net Assets			Value
Communication Services		6.34	%	$	4,745,803
Consumer Discretionary		7.71	%		5,775,656
Consumer Staples		6.70	%		5,023,965
Financials		6.27	%		4,692,262
Health Care		27.81	%		20,824,753
Industrials		12.04	%		9,018,106
Information Technology		25.04	%		18,747,057
Materials		6.50	%		4,868,240
Short Term Securities		1.91	%		1,433,936
Liabilities in Excess of Other Assets		(0.32	)%		(239,291	)
Total		100.00	%	$	74,890,487

Semi-Annual Report | September 30, 2021

The Brown Capital Management International Small Company Fund

Schedule of Investments

September 30, 2021 (Unaudited)

Shares			Value (Note 1)
COMMON STOCKS - 97.15%
		Australia - 6.53%
	905,500	REA Group, Ltd.	$	103,988,284
	1,870,475	WiseTech Global, Ltd.		72,548,824
				176,537,108

		Austria - 0.70%
	466,172	Schoeller-Bleckmann Oilfield Equipment AG^(a)		18,845,596

		Canada - 9.66%
	1,908,860	Descartes Systems Group, Inc.^(a)		155,379,335
	733,643	Kinaxis, Inc.^(a)		105,847,088
				261,226,423

		Denmark - 5.82%
	2,195,157	Ambu A/S - Class B		64,914,417
	1,574,465	NNIT A/S^(b)		29,968,789
	526,917	SimCorp A/S		62,360,052
				157,243,258

		France - 12.14%
	1,925,006	Albioma SA^(b)		75,813,974
	219,506	Esker SA		67,125,662
	1,649,469	Interparfums SA		104,130,731
	2,060,229	Lectra^(b)		81,020,242
				328,090,609

		Germany - 14.12%
	3,157,845	Evotec SE^(a)		150,741,101
	1,563,221	Nexus AG^(b)		129,468,668
	715,735	STRATEC SE^(b)		101,478,008
				381,687,777

		Hong Kong - 2.01%
	16,205,000	Kingdee International Software Group Co., Ltd.^(a)		54,227,261

		India - 1.02%
	751,738	CRISIL, Ltd.		27,529,547

		Ireland - 1.18%
	160,274	Flutter Entertainment PLC^(a)		31,765,182

		Israel - 3.06%
	524,693	CyberArk Software, Ltd.		82,807,049

		Italy - 1.85%
	1,820,654	Azimut Holding SpA		50,108,582

		Japan - 11.33%
	315,600	GMO Payment Gateway, Inc.		40,210,324
	2,067,914	Hiday Hidaka Corp.^(b)		32,775,958
	1,847,800	Kakaku.com, Inc.		60,184,869
	606,500	M3, Inc.		43,552,253
	1,270,846	SMS Co., Ltd.		46,645,455
	547,747	Software Service, Inc.^(b)		38,978,896

8	www.browncapital.com

The Brown Capital Management International Small Company Fund

Schedule of Investments

September 30, 2021 (Unaudited)

Shares			Value (Note 1)
COMMON STOCKS - 97.15% (continued)
		Japan - 11.33% (continued)
	1,537,500	Towa Pharmaceutical Co., Ltd.	$	43,792,399
				306,140,154

		New Zealand - 2.04%
	43,143,272	Pushpay Holdings, Ltd.^(a)		55,100,345

		Sweden - 3.13%
	1,525,756	Hemnet Group AB^(a)		29,454,076
	422,867	MIPS AB		42,531,115
	626,930	Sectra AB^(a)		12,603,911
				84,589,102

		Switzerland - 2.20%
	37,867	Partners Group Holding AG		59,586,840

		United Kingdom - 20.36%
	4,619,886	Abcam PLC^(a)		93,248,033
	10,687,233	AJ Bell PLC		57,455,919
	1,870,442	Dechra Pharmaceuticals PLC		122,231,345
	2,627,276	PayPoint PLC		25,133,945
	1,858,664	Playtech PLC^(a)		11,750,477
	4,801,391	Rightmove PLC		44,211,846
	34,743,072	Vectura Group PLC^(b)		77,053,905
	1,962,742	Victrex PLC		62,994,347
	1,469,265	Vitec Group PLC		29,695,319
	1,567,723	YouGov PLC		26,615,613
				550,390,749

	Total Common Stocks (Cost $1,938,623,417)			2,625,875,582

SHORT TERM INVESTMENTS - 2.89%
	78,045,113	First American Treasury Obligations Fund, 0.01%^(c)		78,045,113

	Total Short Term Investments (Cost $78,045,113)			78,045,113

Total Value of Investments (Cost $2,016,668,530) - 100.04%				2,703,920,695
Liabilities in Excess of Other Assets - (0.04)%				(1,111,923	)
Net Assets - 100.00%			$	2,702,808,772

^(a)

Non-income producing investment.

^(b)

Affiliated company - The Fund owns greater than 5% of the outstanding voting securities of this issuer. See Note 1 for more information.

^(c)

Represents 7 day effective yield at September 30, 2021.

See Notes to Financial Statements.

Semi-Annual Report | September 30, 2021

The Brown Capital Management International Small Company Fund

Schedule of Investments

September 30, 2021 (Unaudited)

Summary of Investments by Sector

Sector	% of Net Assets			Value
Business Services		25.04	%	$	676,718,691
Consumer Related		9.34	%		252,648,782
Industrial Products & Systems		6.03	%		162,860,185
Information/Knowledge Management		29.76	%		804,374,742
Medical/Health Care		19.65	%		531,227,863
Miscellaneous		7.33	%		198,045,319
Short Term Investments		2.89	%		78,045,113
Liabilities in Excess of Other Assets		(0.04	)%		(1,111,923	)
Total		100.00	%	$	2,702,808,772

10	www.browncapital.com

The Brown Capital Management Mutual Funds

Statements of Assets and Liabilities

September 30, 2021 (Unaudited)

	Small Company Fund		Mid Company Fund		International Equity Fund			International Small Company Fund
Assets:
Unaffiliated Investments, at cost	$	1,722,305,904	$	29,004,993	$	53,427,814		$	1,576,646,411
Affiliated Investments, at cost		1,369,788,616		—		—			440,022,119
Unaffiliated Investments, at value (Note 1)	$	4,920,851,903	$	55,809,053	$	75,129,778		$	2,137,362,255
Affiliated Investments, at value (Note 1)		1,848,783,402		—		—			566,558,440
Total Investments, at value (Note 1)	$	6,769,635,305	$	55,809,053	$	75,129,778		$	2,703,920,695
Foreign Cash, at value		—		—		1,292	*		312,939	**
Receivables:
Investments sold		2,064,100		22		16			—
Fund shares sold		5,066,729		31,575		—			1,245,170
Dividends, interest and reclaims, at value		79		5,907		187,844	*		2,180,684	**
Prepaid expenses		74,378		20,636		27,361			42,163
Total Assets		6,776,840,591		55,867,193		75,346,291			2,707,701,651
Liabilities:
Payables:
Investments purchased		5,452,658		—		392,517			292,366
Fund shares redeemed		2,753,807		109,560		128			439,709
Foreign Capital Gains Tax		—		—		—			1,614,302
Accrued expenses:
Advisory fees		5,852,209		21,058		39,667			2,329,020
Administration fees		31,524		3,711		3,821			12,397
Trustees’ fees		632		632		632			604
Custody fees		137,841		1,476		2,357			121,280
Transfer agent fees		104,736		9,133		9,112			7,418
Chief compliance officer fees		19		19		19			19
12b-1 fees - Investor Class		335,153		3,304		648			49,170
Legal and audit fees		2,331		1,579		1,579			1,591
Printing fees		378,483		1,395		1,329			17,338
Other expenses		—		2,129		3,995			7,665
Total Liabilities		15,049,393		153,996		455,804			4,892,879
Net Assets	$	6,761,791,198	$	55,713,197	$	74,890,487		$	2,702,808,772
Net Assets Consist of:
Paid-in capital	$	2,649,645,498	$	27,799,159	$	52,739,841		$	1,905,393,558
Total distributable earnings (deficit)		4,112,145,700		27,914,038		22,150,646			797,415,214
Net Assets	$	6,761,791,198	$	55,713,197	$	74,890,487		$	2,702,808,772

See Notes to Financial Statements.

Semi-Annual Report | September 30, 2021

The Brown Capital Management Mutual Funds

Statements of Assets and Liabilities

September 30, 2021 (Unaudited)

	Small Company Fund		Mid Company Fund		International Equity Fund			International Small Company Fund
Investor Class:
Net Asset Value, Maximum Offering Price and Redemption Price Per Share	$	126.83	$	19.35	$	19.23	^(a)	$	28.05	^(a)
Net Assets	$	1,920,913,407	$	15,381,388	$	3,051,247		$	228,604,850
Shares Outstanding, no par value (unlimited shares authorized)		15,145,201		795,088		158,677			8,149,971
Institutional Class:
Net Asset Value, Maximum Offering Price and Redemption Price Per Share	$	130.29	$	20.43	$	19.35	^(a)	$	28.48	^(a)
Net Assets	$	4,840,877,791	$	40,331,809	$	71,839,240		$	2,474,203,922
Shares Outstanding, no par value (unlimited shares authorized)		37,155,161		1,973,882		3,712,854			86,871,729

At Cost; $1,314 for Foreign Cash and $185,411 for dividends and reclaims.

At Cost; $312,987 for Foreign Cash and $2,177,631 for dividends and reclaims.

^(a)

Redemption price per share may be reduced for any applicable redemption fees. For a description of the possible redemption fees, please see the Funds’ Prospectus.

See Notes to Financial Statements.

12	www.browncapital.com

The Brown Capital Management Mutual Funds

Statements of Operations

For the Six Months Ended September 30, 2021 (Unaudited)

	Small Company Fund			Mid Company Fund			International Equity Fund			International Small Company Fund
Investment Income:
Dividends	$	1,237,867		$	67,514		$	465,666		$	8,129,356
Dividends from affiliated investments		335,758			—			—			12,734,715
Foreign taxes withheld		—			—			(49,772	)		(1,664,400	)
Total Investment Income		1,573,625			67,514			415,894			19,199,671

Expenses:
Advisory fees (Note 2)		34,859,041			197,952			334,954			12,566,749
Administration fees (Note 2)		175,334			6,132			8,411			58,989
Transfer agent fees (Note 2)		737,808			25,963			24,890			71,032
Custody fees		198,098			2,666			18,145			299,652
Registration fees		51,892			21,801			19,809			42,797
12b-1 Fees - Investor Class (Note 2)		2,069,261			18,904			4,621			260,723
Legal fees (Note 2)		22,724			22,724			22,724			22,736
Audit and tax preparation fees		8,273			7,521			7,521			7,521
Trustees’ fees and expenses (Note 2)		33,257			33,257			33,257			33,269
Compliance services fees (Note 2)		6,769			6,769			6,769			6,769
Printing fees		227,113			1,127			1,110			14,870
Other expenses		27,075			3,042			3,649			16,833
Total Expenses		38,416,645			347,858			485,860			13,401,940
Expenses waived by Advisor - Investor Class (Note 2)		—			(26,304	)		(5,431	)		—
Expenses waived by Advisor - Institutional Class (Note 2)		—			(64,790	)		(103,379	)		—
Net Expenses		38,416,645			256,764			377,050			13,401,940
Net Investment Income/(Loss)		(36,843,020	)		(189,250	)		38,844			5,797,731
Realized and Unrealized Gain/(Loss) on:
Net realized gain from investments		352,372,744			692,184			115,953			39,932,469
Net realized loss from affiliated investments		(18,704,112	)		—			—			—
Net realized loss from foreign currency transactions		—			—			(1,418	)		(436,560	)
Net change in unrealized appreciation of investments		163,920,231			4,918,524			6,473,035			192,167,522
Net change in unrealized appreciation/(depreciation) of affiliated investments		(362,444,741	)		—			—			34,525,339
Net change in unrealized appreciation/(depreciation) of foreign currency translations		—			—			(1,216	)		15,794
Net change in unrealized foreign capital gains tax		—			—			—			(1,360,775	)
Net Realized and Unrealized Gain on Investments and Foreign Currencies		135,144,122			5,610,708			6,586,354			264,843,789
Net Increase in Net Assets Resulting From Operations	$	98,301,102		$	5,421,458		$	6,625,198		$	270,641,520

See Notes to Financial Statements.

Semi-Annual Report | September 30, 2021

The Brown Capital Management Mutual Funds

Statements of Changes in Net Assets

	Small Company Fund						Mid Company Fund
	For the Six Months Ended September 30, 2021 (Unaudited)			For the Year Ended March 31, 2021			For the Six Months Ended September 30, 2021 (Unaudited)			For the Year Ended March 31, 2021
Operations:
Net investment loss	$	(36,843,020	)	$	(56,597,350	)	$	(189,250	)	$	(229,418	)
Net realized gain from investments		333,668,632			512,792,601			692,184			1,596,940
Net change in unrealized appreciation/(depreciation) of investments		(198,524,510	)		2,277,012,407			4,918,524			16,673,776
Net Increase in Net Assets Resulting from Operations		98,301,102			2,733,207,658			5,421,458			18,041,298
Distributions to Shareholders: (Note 4)
Investor		—			(168,282,387	)		—			(350,475	)
Institutional		—			(340,087,953	)		—			(765,716	)
Net Decrease in Net Assets from Distributions		—			(508,370,340	)		—			(1,116,191	)
Capital Share Transactions:
Shares sold
Investor		82,235,163			360,505,358			758,392			3,249,979
Institutional		472,269,656			1,204,776,153			7,281,379			4,400,334
Reinvested dividends and distributions
Investor		—			162,787,139			—			348,600
Institutional		—			323,107,850			—			764,223
Shares redeemed
Investor		(336,964,727	)		(915,864,440	)		(884,909	)		(2,189,078	)
Institutional		(481,675,599	)		(910,052,299	)		(451,741	)		(4,027,870	)
Net Increase/(Decrease) in Net Assets Resulting from Capital Share Transactions		(264,135,507	)		225,259,761			6,703,121			2,546,188
Net Increase/(Decrease) in Net Assets		(165,834,405	)		2,450,097,079			12,124,579			19,471,295
Net Assets:
Beginning of Period		6,927,625,603			4,477,528,524			43,588,618			24,117,323
End of Period	$	6,761,791,198		$	6,927,625,603		$	55,713,197		$	43,588,618

See Notes to Financial Statements.

14	www.browncapital.com

The Brown Capital Management Mutual Funds

Statements of Changes in Net Assets

	Small Company Fund						Mid Company Fund
	For the Six Months Ended September 30, 2021 (Unaudited)			For the Year Ended March 31, 2021			For the Six Months Ended September 30, 2021 (Unaudited)			For the Year Ended March 31, 2021
Share Information:
Investor Class:
Shares sold		647,781			2,989,503			39,477			205,560
Reinvested distributions		(3	)		1,292,782			—			20,924
Shares redeemed		(2,642,003	)		(7,716,920	)		(47,304	)		(138,892	)
Net Increase/(Decrease) in Capital Shares		(1,994,225	)		(3,434,635	)		(7,827	)		87,592
Shares Outstanding, Beginning of Period		17,139,426			20,574,061			802,915			715,323
Shares Outstanding, End of Period		15,145,201			17,139,426			795,088			802,915
Share Information:
Institutional Class:
Shares sold		3,622,207			9,863,728			379,802			306,759
Reinvested distributions		3			2,501,803			—			43,521
Shares redeemed		(3,696,588	)		(7,318,442	)		(22,570	)		(234,081	)
Net Increase/(Decrease) in Capital Shares		(74,378	)		5,047,089			357,232			116,199
Shares Outstanding, Beginning of Period		37,229,539			32,182,450			1,616,650			1,500,451
Shares Outstanding, End of Period		37,155,161			37,229,539			1,973,882			1,616,650

See Notes to Financial Statements.

Semi-Annual Report | September 30, 2021

The Brown Capital Management Mutual Funds

Statements of Changes in Net Assets

	International Equity Fund						International Small Company Fund
	For the Six Months Ended September 30, 2021 (Unaudited)			For the Year Ended March 31, 2021			For the Six Months Ended September 30, 2021 (Unaudited)			For the Year Ended March 31, 2021
Operations:
Net investment income/(loss)	$	38,844		$	(78,621	)	$	5,797,731		$	(6,409,488	)
Net realized gain from investments and foreign currency transactions		114,535			1,884,766			39,495,909			88,573,271
Net change in unrealized appreciation of investments and foreign currency transactions		6,471,819			9,814,620			225,347,880			537,407,278
Net Increase in Net Assets Resulting from Operations		6,625,198			11,620,765			270,641,520			619,571,061
Distributions to Shareholders: (Note 4)
Investor		—			(107,359	)		—			(1,038,050	)
Institutional		—			(1,386,322	)		—			(12,661,066	)
Net Decrease in Net Assets from Distributions		—			(1,493,681	)		—			(13,699,116	)
Capital Share Transactions:
Shares sold
Investor		549,266			1,500,927			53,415,504			117,941,358
Institutional		5,228,439			26,640,428			407,956,680			812,114,128
Reinvested dividends and distributions
Investor		—			64,852			—			998,275
Institutional		—			1,210,392			—			10,858,788
Shares redeemed, net of redemption fees (Note 1)
Investor		(1,476,840	)		(1,125,239	)		(18,120,005	)		(39,442,046	)
Institutional		(1,212,490	)		(1,556,425	)		(106,079,230	)		(157,324,887	)
Net Increase in Net Assets Resulting from Capital Share Transactions		3,088,375			26,734,935			337,172,949			745,145,616
Net Increase in Net Assets		9,713,573			36,862,019			607,814,469			1,351,017,561
Net Assets:
Beginning of Period		65,176,914			28,314,895			2,094,994,303			743,976,742
End of Period	$	74,890,487		$	65,176,914		$	2,702,808,772		$	2,094,994,303

See Notes to Financial Statements.

16	www.browncapital.com

The Brown Capital Management Mutual Funds

Statements of Changes in Net Assets

	International Equity Fund						International Small Company Fund
	For the Six Months Ended September 30, 2021 (Unaudited)			For the Year Ended March 31, 2021			For the Six Months Ended September 30, 2021 (Unaudited)			For the Year Ended March 31, 2021
Share Information:
Investor Class:
Shares sold		28,541			89,341			1,964,724			5,109,693
Reinvested distributions		—			3,753			—			42,157
Shares redeemed		(76,239	)		(69,545	)		(669,789	)		(1,721,303	)
Net Increase/(Decrease) in Capital Shares		(47,698	)		23,549			1,294,935			3,430,547
Shares Outstanding, Beginning of Period		206,375			182,826			6,855,036			3,424,489
Shares Outstanding, End of Period		158,677			206,375			8,149,971			6,855,036
Share Information:
Institutional Class:
Shares sold		277,018			1,504,182			14,871,837			35,698,765
Reinvested distributions		—			69,763			—			452,450
Shares redeemed		(63,325	)		(93,927	)		(3,764,261	)		(6,862,417	)
Net Increase in Capital Shares		213,693			1,480,018			11,107,576			29,288,798
Shares Outstanding, Beginning of Period		3,499,161			2,019,143			75,764,153			46,475,355
Shares Outstanding, End of Period		3,712,854			3,499,161			86,871,729			75,764,153

See Notes to Financial Statements.

Semi-Annual Report | September 30, 2021

The Brown Capital Management Small Company Fund

Financial Highlights

For a share outstanding throughout the periods presented.

Investor Class	For the Six Months Ended September 30, 2021 (Unaudited)			For the Year Ended March 31, 2021			For the Year Ended March 31, 2020			For the Year Ended March 31, 2019			For the Year Ended March 31, 2018			For the Year Ended March 31, 2017
Net Asset Value, Beginning of Year	$	125.17		$	83.73		$	99.54		$	95.37		$	79.90		$	67.50
Income/(Loss) from
Investment Operations:
Net Investment Loss^(a)		(0.77	)		(1.22	)		(1.07	)		(0.99	)		(0.88	)		(0.63	)
Net Realized and Unrealized Gain/(Loss) on Investments		2.43			52.60			(6.21	)		10.86			21.65			17.10
Total from Investment Operations		1.66			51.38			(7.28	)		9.87			20.77			16.47
Less Distributions:
Distributions (from capital gains)		—			(9.94	)		(8.53	)		(5.70	)		(5.30	)		(4.07	)
Total Distributions		—			(9.94	)		(8.53	)		(5.70	)		(5.30	)		(4.07	)
Net Asset Value, End of Year	$	126.83		$	125.17		$	83.73		$	99.54		$	95.37		$	79.90

Total Return^(b)		1.33	%^(c)		61.30	%		(8.55	%)		11.05	%		26.54	%		24.75	%

Ratios/Supplemental Data:
Net Assets, End of Year (000s)	$	1,920,913		$	2,145,380		$	1,722,739		$	2,194,657		$	2,099,756		$	2,049,694
Average Net Assets for the Year (000s)	$	2,062,362		$	2,185,619		$	2,193,187		$	2,241,764		$	2,074,586		$	2,021,964
Ratio of Expenses to Average Net Assets^(d)		1.24	%^(e)		1.24	%		1.25	%		1.25	%		1.25	%		1.28	%
Ratio of Net Investment Loss to Average Net Assets		(1.20	%)^(e)		(1.01	%)		(1.05	%)		(0.97	%)		(0.98	%)		(0.84	%)
Portfolio Turnover Rate		7	%^(c)		9	%		17	%		17	%		12	%		14	%

^(a)

Calculated using average shares method.

^(b)

Includes adjustments in accordance with accounting principles generally accepted in the United States of America and, consequently, the net asset values for financial reporting purposes and the returns based upon those net asset values may differ from the net asset values and returns for shareholder transactions.

^(c)

Not Annualized.

^(d)

Includes 12b-1 Plan expenses, based upon the 12b-1 Plan adopted by the Fund on December 1, 2011.

^(e)

Annualized.

See Notes to Financial Statements.

18	www.browncapital.com

The Brown Capital Management Small Company Fund

Financial Highlights

For a share outstanding throughout the periods presented.

Institutional Class	For the Six Months Ended September 30, 2021 (Unaudited)			For the Year Ended March 31, 2021			For the Year Ended March 31, 2020			For the Year Ended March 31, 2019			For the Year Ended March 31, 2018			For the Year Ended March 31, 2017
Net Asset Value, Beginning of Year	$	128.45		$	85.60		$	101.39		$	96.83		$	80.91		$	68.17
Income/(Loss) from
Investment Operations:
Net Investment Loss^(a)		(0.66	)		(1.00	)		(0.88	)		(0.80	)		(0.71	)		(0.49	)
Net Realized and Unrealized Gain/(Loss) on Investments		2.50			53.79			(6.38	)		11.06			21.93			17.30
Total from Investment Operations		1.84			52.79			(7.26	)		10.26			21.22			16.81
Less Distributions:
Distributions (from capital gains)		—			(9.94	)		(8.53	)		(5.70	)		(5.30	)		(4.07	)
Total Distributions		—			(9.94	)		(8.53	)		(5.70	)		(5.30	)		(4.07	)
Net Asset Value, End of Year	$	130.29		$	128.45		$	85.60		$	101.39		$	96.83		$	80.91

Total Return^(b)		1.43	%^(c)		61.61	%		(8.37	%)		11.29	%		26.77	%		25.01	%

Ratios/Supplemental Data:
Net Assets, End of Year (000s)	$	4,840,878		$	4,782,245		$	2,754,789		$	2,878,945		$	2,420,961		$	1,533,407
Average Net Assets for the Year (000s)	$	4,889,537		$	4,266,513		$	3,096,903		$	2,770,899		$	1,956,032		$	1,091,159
Ratio of Expenses to Average Net Assets		1.04	%^(d)		1.04	%		1.05	%		1.05	%		1.05	%		1.08	%
Ratio of Net Investment Loss to Average Net Assets		(1.00	%)^(d)		(0.81	%)		(0.85	%)		(0.77	%)		(0.78	%)		(0.65	%)
Portfolio Turnover Rate		7	%^(c)		9	%		17	%		17	%		12	%		14	%

^(a)

Calculated using average shares method.

^(b)

^(c)

Not Annualized.

^(d)

Annualized.

See Notes to Financial Statements.

Semi-Annual Report | September 30, 2021

The Brown Capital Management Mid Company Fund

Financial Highlights

For a share outstanding throughout the periods presented.

Investor Class	For the Six Months Ended September 30, 2021 (Unaudited)			For the Year Ended March 31, 2021			For the Year Ended March 31, 2020			For the Year Ended March 31, 2019			For the Year Ended March 31, 2018			For the Year Ended March 31, 2017
Net Asset Value, Beginning of Year	$	17.38		$	10.52		$	11.40		$	11.17		$	11.90		$	11.42
Income/(Loss) from
Investment Operations:
Net Investment Loss^(a)		(0.09	)		(0.12	)		(0.09	)		(0.07	)		(0.07	)		(0.06	)
Net Realized and Unrealized Gain/(Loss) on Investments		2.06			7.43			(0.18	)		1.44			1.76			1.15
Total from Investment Operations		1.97			7.31			(0.27	)		1.37			1.69			1.09
Less Distributions:
Distributions (from capital gains)		—			(0.45	)		(0.61	)		(1.14	)		(2.42	)		(0.61	)
Total Distributions		—			(0.45	)		(0.61	)		(1.14	)		(2.42	)		(0.61	)
Net Asset Value, End of Year	$	19.35		$	17.38		$	10.52		$	11.40		$	11.17		$	11.90

Total Return^(b)		11.33	%^(c)		69.70	%		(3.22	%)		13.93	%		14.90	%		9.83	%

Ratios/Supplemental Data:
Net Assets, End of Year (000s)	$	15,381		$	13,953		$	7,527		$	8,381		$	8,369		$	8,569
Average Net Assets for the Year (000s)	$	15,090		$	11,814		$	9,370		$	8,338		$	8,316		$	9,848
Ratio of Expenses to Average Net Assets Excluding Fee Waivers and Reimbursements^(d)		1.50	%^(e)		1.64	%		1.84	%		2.05	%		2.00	%		1.96	%
Ratio of Expenses to Average Net Assets Including Fee Waivers and Reimbursements^(d)		1.15	%^(e)		1.15	%		1.15	%		1.15	%		1.15	%		1.15	%
Ratio of Net Investment Loss to Average Net Assets		(0.89	%)^(e)		(0.75	%)		(0.71	%)		(0.64	%)		(0.56	%)		(0.53	%)
Portfolio Turnover Rate		2	%^(c)		10	%		12	%		25	%		28	%		45	%

^(a)

Calculated using average shares method.

^(b)

^(c)

Not Annualized.

^(d)

Includes 12b-1 Plan expenses, based upon the 12b-1 Plan adopted by the Fund on December 1, 2011.

^(e)

Annualized.

See Notes to Financial Statements.

20	www.browncapital.com

The Brown Capital Management Mid Company Fund

Financial Highlights

For a share outstanding throughout the periods presented.

Institutional Class	For the Six Months Ended September 30, 2021 (Unaudited)			For the Year Ended March 31, 2021			For the Year Ended March 31, 2020			For the Year Ended March 31, 2019			For the Year Ended March 31, 2018			For the Year Ended March 31, 2017
Net Asset Value, Beginning of Year	$	18.33		$	11.06		$	11.93		$	11.60		$	12.25		$	11.70
Income/(Loss) from
Investment Operations:
Net Investment Loss^(a)		(0.07	)		(0.08	)		(0.06	)		(0.05	)		(0.04	)		(0.03	)
Net Realized and Unrealized Gain/(Loss) on Investments		2.17			7.80			(0.20	)		1.52			1.81			1.19
Total from Investment Operations		2.10			7.72			(0.26	)		1.47			1.77			1.16
Less Distributions:
Distributions (from capital gains)		—			(0.45	)		(0.61	)		(1.14	)		(2.42	)		(0.61	)
Total Distributions		—			(0.45	)		(0.61	)		(1.14	)		(2.42	)		(0.61	)
Net Asset Value, End of Year	$	20.43		$	18.33		$	11.06		$	11.93		$	11.60		$	12.25

Total Return^(b)		11.46	%^(c)		70.00	%		(2.99	%)		14.29	%		15.14	%		10.20	%

Ratios/Supplemental Data:
Net Assets, End of Year (000s)	$	40,332		$	29,635		$	16,590		$	15,260		$	12,217		$	11,432
Average Net Assets for the Year (000s)	$	37,621		$	27,706		$	17,753		$	13,043		$	11,502		$	10,675
Ratio of Expenses to Average Net Assets Excluding Fee Waivers and Reimbursements		1.24	%^(d)		1.39	%		1.59	%		1.81	%		1.75	%		1.72	%
Ratio of Expenses to Average Net Assets Including Fee Waivers and Reimbursements		0.90	%^(d)		0.90	%		0.90	%		0.90	%		0.90	%		0.90	%
Ratio of Net Investment Loss to Average Net Assets		(0.64	%)^(d)		(0.51	%)		(0.46	%)		(0.39	%)		(0.31	%)		(0.27	%)
Portfolio Turnover Rate		2	%^(c)		10	%		12	%		25	%		28	%		45	%

^(a)

Calculated using average shares method.

^(b)

^(c)

Not Annualized.

^(d)

Annualized.

See Notes to Financial Statements.

Semi-Annual Report | September 30, 2021

The Brown Capital Management International Equity Fund

Financial Highlights

For a share outstanding throughout the periods presented.

Investor Class	For the Six Months Ended September 30, 2021 (Unaudited)			For the Year Ended March 31, 2021			For the Year Ended March 31, 2020			For the Year Ended March 31, 2019			For the Year Ended March 31, 2018			For the Year Ended March 31, 2017
Net Asset Value, Beginning of Year	$	17.51		$	12.83		$	13.71		$	13.96		$	12.38		$	12.41
Income/(Loss) from
Investment Operations:
Net Investment Income/(Loss)^(a)		(0.01	)		(0.07	)		0.06			0.10			0.10			0.16
Net Realized and Unrealized Gain/(Loss) on Investments		1.73			5.29			(0.85	)		(0.26	)		1.59			0.02
Total from Investment Operations		1.72			5.22			(0.79	)		(0.16	)		1.69			0.18
Less Distributions:
Distributions (from net investment income)		—			—			(0.09	)		(0.10	)		(0.11	)		(0.21	)
Distributions (from capital gains)		—			(0.54	)		—			—			—			—
Total Distributions		—			(0.54	)		(0.09	)		(0.10	)		(0.11	)		(0.21	)
Redemption Fees Added to Paid-in Capital (Note 1)^(a)		0.00	^(b)		0.00	^(b)		0.00	^(b)		0.01			0.00	^(b)		0.00	^(b)
Net Asset Value, End of Year	$	19.23		$	17.51		$	12.83		$	13.71		$	13.96		$	12.38

Total Return^(c)		9.82	%^(d)		40.73	%		(5.85	%)		(0.99	%)		13.64	%		1.60	%

Ratios/Supplemental Data:
Net Assets, End of Year (000s)	$	3,051		$	3,613		$	2,346		$	2,991		$	2,879		$	3,696
Average Net Assets for the Year (000s)	$	3,683		$	3,151		$	3,162		$	2,930		$	3,091		$	4,479
Ratio of Expenses to Average Net Assets Excluding Fee Waivers and Reimbursements^(e)		1.54	%^(f)		1.79	%		1.91	%		1.83	%		1.76	%		1.87	%
Ratio of Expenses to Average Net Assets Including Fee Waivers and Reimbursements^(e)		1.25	%^(f)		1.25	%		1.25	%		1.25	%		1.25	%		1.25	%
Ratio of Net Investment Income/(Loss) to Average Net Assets		(0.07	%)^(f)		(0.42	%)		0.42	%		0.72	%		0.77	%		1.33	%
Portfolio Turnover Rate		1	%^(d)		11	%		25	%		28	%		5	%		2	%

^(a)

Calculated using average shares method.

^(b)

Less than $0.005 per share.

See Notes to Financial Statements.

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The Brown Capital Management International Equity Fund

Financial Highlights

For a share outstanding throughout the periods presented.

^(c)

^(d)

Not Annualized.

^(e)

Includes 12b-1 Plan expenses, based upon the 12b-1 Plan adopted by the Fund on December 1, 2011.

^(f)

Annualized.

See Notes to Financial Statements.

Semi-Annual Report | September 30, 2021

The Brown Capital Management International Equity Fund

Financial Highlights

For a share outstanding throughout the periods presented.

Institutional Class	For the Six Months Ended September 30, 2021 (Unaudited)			For the Year Ended March 31, 2021			For the Year Ended March 31, 2020			For the Year Ended March 31, 2019			For the Year Ended March 31, 2018			For the Year Ended March 31, 2017
Net Asset Value, Beginning of Year	$	17.59		$	12.86		$	13.74		$	13.98		$	12.38		$	12.38
Income/(Loss) from Investment Operations:
Net Investment Income/(Loss)^(a)		0.01			(0.03	)		0.10			0.13			0.11			0.19
Net Realized and Unrealized Gain/(Loss) on Investments		1.75			5.30			(0.86	)		(0.26	)		1.62			0.05
Total from Investment Operations		1.76			5.27			(0.76	)		(0.13	)		1.73			0.24
Less Distributions:
Distributions (from net investment income)		—			—			(0.12	)		(0.12	)		(0.13	)		(0.24	)
Distributions (from capital gains)		—			(0.54	)		—			—			—			—
Total Distributions		—			(0.54	)		(0.12	)		(0.12	)		(0.13	)		(0.24	)
Redemption Fees Added to Paid-in Capital (Note 1)^(a)		0.00	^(b)		0.00	^(b)		0.00	^(b)		0.01			0.00	^(b)		0.00	^(b)
Net Asset Value, End of Year	$	19.35		$	17.59		$	12.86		$	13.74		$	13.98		$	12.38

Total Return^(c)		10.01	%^(d)		41.03	%		(5.63	%)		(0.71	%)		13.97	%		2.09	%

Ratios/Supplemental Data:
Net Assets, End of Year (000s)	$	71,839		$	61,564		$	25,969		$	32,979		$	35,967		$	29,239
Average Net Assets for the Year (000s)	$	70,602		$	40,540		$	31,739		$	35,068		$	33,521		$	29,244
Ratio of Expenses to Average Net Assets Excluding Fee Waivers and Reimbursements		1.29	%^(e)		1.54	%		1.66	%		1.58	%		1.51	%		1.61	%
Ratio of Expenses to Average Net Assets Including Fee Waivers and Reimbursements		1.00	%^(e)		1.00	%		1.00	%		1.00	%		1.00	%		1.00	%
Ratio of Net Investment Income/(Loss) to Average Net Assets		0.11	%^(e)		(0.16	%)		0.71	%		0.97	%		0.83	%		1.56	%
Portfolio Turnover Rate		1	%^(d)		11	%		25	%		28	%		5	%		2	%

^(a)

Calculated using average shares method.

^(b)

Less than $0.005 per share.

See Notes to Financial Statements.

24	www.browncapital.com

The Brown Capital Management International Equity Fund

Financial Highlights

For a share outstanding throughout the periods presented.

^(c)

^(d)

Not Annualized.

^(e)

Annualized.

See Notes to Financial Statements.

Semi-Annual Report | September 30, 2021

The Brown Capital Management International Small Company Fund

Financial Highlights

For a share outstanding throughout the periods presented.

Investor Class	For the Six Months Ended September 30, 2021 (Unaudited)			For the Year Ended March 31, 2021			For the Year Ended March 31, 2020			For the Year Ended March 31, 2019			For the Year Ended March 31, 2018			For the Year Ended March 31, 2017
Net Asset Value, Beginning of Year	$	25.03		$	14.75		$	16.76		$	16.27		$	11.70		$	10.31
Income/(Loss) from Investment Operations:
Net Investment Income/(Loss)^(a)		0.03			(0.15	)		(0.03	)		(0.05	)		(0.05	)		(0.03	)
Net Realized and Unrealized Gain/(Loss) on Investments		2.99			10.62			(1.93	)		0.58			4.66			1.64
Total from Investment Operations		3.02			10.47			(1.96	)		0.53			4.61			1.61
Less Distributions:
Distributions (from capital gains)		—			(0.19	)		(0.05	)		(0.04	)		(0.04	)		(0.22	)
Total Distributions		—			(0.19	)		(0.05	)		(0.04	)		(0.04	)		(0.22	)
Redemption Fees Added to Paid-in Capital (Note 1)^(a)		0.00	^(b)		0.00	^(b)		0.00	^(b)		0.00	^(b)		0.00	^(b)		—
Net Asset Value, End of Year	$	28.05		$	25.03		$	14.75		$	16.76		$	16.27		$	11.70

Total Return^(c)		12.07	%^(d)		71.05	%		(11.72	%)		3.32	%		39.49	%		15.84	%

Ratios/Supplemental Data:
Net Assets, End of Year (000s)	$	228,605		$	171,603		$	50,516		$	40,248		$	3,417		$	891
Average Net Assets for the Year (000s)	$	208,324		$	110,704		$	51,728		$	23,846		$	1,465		$	590
Ratio of Expenses to Average Net Assets Excluding Fee Waivers and Reimbursements^(e)		1.29	%^(f)		1.32	%		1.39	%		1.75	%		3.73	%		7.99	%
Ratio of Expenses to Average Net Assets Including Fee Waivers and Reimbursements^(e)		1.29	%^(f)		1.32	%		1.39	%		1.46	%		1.50	%		1.50	%
Ratio of Net Investment Income/(Loss) to
Average Net Assets		0.21	%^(f)		(0.68	%)		(0.15	%)		(0.34	%)		(0.36	%)		(0.28	%)
Portfolio Turnover Rate		5	%^(d)		18	%		4	%		7	%		3	%		11	%

^(a)

Calculated using average shares method.

^(b)

Less than $0.005 per share.

^(c)

^(d)

Not Annualized.

^(e)

Includes 12b-1 Plan expenses, based upon the 12b-1 Plan adopted by the Fund on September 30, 2015.

^(f)

Annualized.

See Notes to Financial Statements.

26	www.browncapital.com

The Brown Capital Management International Small Company Fund

Financial Highlights

For a share outstanding throughout the periods presented.

Institutional Class	For the Six Months Ended September 30, 2021 (Unaudited)			For the Year Ended March 31, 2021			For the Year Ended March 31, 2020			For the Year Ended March 31, 2019			For the Year Ended March 31, 2018			For the Year Ended March 31, 2017
Net Asset Value, Beginning of Year	$	25.39		$	14.92		$	16.91		$	16.38		$	11.75		$	10.32
Income/(Loss) from Investment Operations:
Net Investment Income/(Loss)^(a)		0.07			(0.10	)		0.00	^(b)		(0.01	)		(0.03	)		0.00	^(b)
Net Realized and Unrealized Gain/(Loss) on Investments		3.02			10.76			(1.94	)		0.58			4.70			1.65
Total from Investment Operations		3.09			10.66			(1.94	)		0.57			4.67			1.65
Less Distributions:
Dividends (from net investment income)		—			—			(0.00	)^(b)		—			—			—
Distributions (from capital gains)		—			(0.19	)		(0.05	)		(0.04	)		(0.04	)		(0.22	)
Total Distributions		—			(0.19	)		(0.05	)		(0.04	)		(0.04	)		(0.22	)
Redemption Fees Added to Paid-in Capital (Note 1)^(a)		0.00	^(b)		0.00	^(b)		0.00	^(b)		0.00	^(b)		0.00	^(b)		—
Net Asset Value, End of Year	$	28.48		$	25.39		$	14.92		$	16.91		$	16.38		$	11.75

Total Return^(c)		12.17	%^(d)		71.51	%		(11.48	%)		3.54	%		39.84	%		16.21	%

Ratios/Supplemental Data:
Net Assets, End of Year (000s)	$	2,474,204		$	1,923,391		$	693,460		$	322,439		$	27,547		$	5,225
Average Net Assets for the Year (000s)	$	2,301,525		$	1,344,547		$	598,865		$	107,782		$	14,171		$	3,772
Ratio of Expenses to Average Net Assets Excluding Fee Waivers and Reimbursements		1.04	%^(e)		1.07	%		1.14	%		1.41	%		3.09	%		7.83	%
Ratio of Expenses to Average Net Assets Including Fee Waivers and Reimbursements		1.04	%^(e)		1.07	%		1.14	%		1.19	%		1.25	%		1.25	%
Ratio of Net Investment Income/(Loss) to Average Net Assets		0.48	%^(e)		(0.42	%)		0.02	%		(0.04	%)		(0.22	%)		0.03	%
Portfolio Turnover Rate		5	%^(d)		18	%		4	%		7	%		3	%		11	%

^(a)

Calculated using average shares method.

^(b)

Less than $0.005 per share.

^(c)

^(d)

Not Annualized.

^(e)

Annualized.

See Notes to Financial Statements.

Semi-Annual Report | September 30, 2021 27

The Brown Capital Management Mutual Funds

Notes to Financial Statements

September 30, 2021 (Unaudited)

1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

The Brown Capital Management Small Company Fund (“Small Company Fund”), The Brown Capital Management Mid Company Fund (“Mid Company Fund”), The Brown Capital Management International Equity Fund (“International Equity Fund”) and The Brown Capital Management International Small Company Fund (“International Small Company Fund”) (each a “Fund” and collectively the “Funds”) are each a series portfolio of Brown Capital Management Mutual Funds (the “Trust”). The Trust is a Delaware statutory trust and is registered under the Investment Company Act of 1940 (the “1940 Act”), as amended, as an open-ended management investment company. Each of the Funds in this report are classified as a diversified, open-end management investment company, as those terms are defined in the 1940 Act.

The primary investment objective of the Small Company Fund is to seek long-term capital appreciation. Current income is a secondary consideration in selecting portfolio investments. The Small Company Fund seeks to achieve its investment objective principally through investments in equity securities of those companies with operating revenues of $500 million or less at the time of initial investment. Prior to December 1, 2011, the Fund offered one class of shares. On that date the share class of the Fund was converted to Investor Shares. On December 15, 2011, the Fund began to offer Institutional Shares.

The primary investment objective of the Mid Company Fund is to seek long-term capital appreciation. Current income is a secondary consideration in selecting portfolio investments. The Mid Company Fund seeks to achieve its investment objective by investing in equity securities of companies that have total operating revenues of $500 million to $5 billion at the time of initial investment. Prior to December 1, 2011, the Fund offered one class of shares. On that date the share class of the Fund was converted to Investor Shares. On December 15, 2011, the Fund began to offer Institutional Shares.

The primary investment objective of the International Equity Fund is to seek long-term capital appreciation. Current income is a secondary consideration in selecting portfolio investments. The International Equity Fund seeks to achieve its investment objective by investing in equity securities of non-U.S. based companies. Prior to December 1, 2011, the Fund offered one class of shares. On that date the share class of the Fund was converted to Investor Shares. On August 1, 2014, the Fund began to offer Institutional Shares.

The primary investment objective of the International Small Company Fund is to seek long-term capital appreciation. Current income is a secondary consideration in selecting portfolio investments. The International Small Company Fund seeks to achieve its investment objective by investing in equity securities of non-U.S. based companies with total operating revenues of $500 million or less at the time of the initial investment. The Fund commenced operations on September 30, 2015 and offers Investor and Institutional shares classes.

Income, expenses (other than distribution and service fees, which were only attributable to the Investor Shares), and realized and unrealized gains or losses on investments and foreign currencies were allocated to each class of shares based upon its relative net assets.

The following accounting policies have been consistently followed by the Funds and are in conformity with United States generally accepted accounting principles (“GAAP”). Each Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standard Codification Topic 946 Financial Services - Investment Companies.

Investment Valuation

The Funds’ investments in securities are carried at value. Securities listed on an exchange or quoted on a national market system are valued at the last sales price as of 4:00 p.m. Eastern Time, Monday through Friday. Securities that are principally traded on the National Association of Securities Dealers Automated Quotation (“NASDAQ”) exchange are generally valued at the NASDAQ Official Closing Price (“NOCP”). Other securities that are traded in the domestic over-the-counter market and listed securities for which last sales price is available, are generally valued at the last sales price as of the valuation time. In the absence of sales and NOCP, such securities are valued at the most recent bid price. Securities and assets for which representative market quotations are not readily available or which cannot be accurately valued using the Funds’ normal pricing procedures are valued at fair value as determined in good faith under policies approved by the Trust’s Board of Trustees. Fair value pricing may be used, for example, in situations where (i) a security, such as a small-cap stock, mid-cap stock, or foreign security, is so thinly traded that there have been no transactions for that stock over an extended period of time or the validity of a market quotation received is questionable; (ii) an event occurs after the close of the exchange on which a portfolio security is principally traded that is likely to have changed the value of the security prior to a Fund’s net asset value calculation; (iii) the exchange on which the security is principally traded closes early; or (iv) trading of the particular portfolio security is halted during the day and does not resume prior to a Fund’s net asset value calculation. A security’s “fair value” price may differ from the price next available for that security using the Funds’ normal pricing procedures. Instruments with maturities of 60 days or less are valued at amortized cost, which approximates market value.

28 www.browncapital.com

The Brown Capital Management Mutual Funds

Notes to Financial Statements

September 30, 2021 (Unaudited)

Fair Value Measurement

In accordance with GAAP, the Funds use a three-tier hierarchy 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 assumptions about risk. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability that are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability that are developed based on the best information available.

Various inputs are used in determining the value of the Funds’ investments. These inputs are summarized in the three broad levels listed below:

Level 1 –

Unadjusted quoted prices in active markets for identical, unrestricted assets or liabilities that a Fund has the ability to access at the measurement date;

Level 2 –

Quoted prices which are not active, quoted prices for similar assets or liabilities in active markets or inputs other than quoted prices that are observable (either directly or indirectly) for substantially the full term of the asset or liability; and

Level 3 –

Significant unobservable prices or inputs (including the Fund’s own assumptions in determining the fair value of investments) where there is little or no market activity for the asset or liability at the measurement date.

The availability of observable inputs can vary from security to security and is affected by a wide variety of factors, including, for example, the type of security, whether the security is new and not yet established in the marketplace, the liquidity of markets, and other characteristics particular to the security. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level 3.

An investment’s level within the fair value hierarchy is based on the lowest level input, individually or in the aggregate, that is significant to fair value measurement. The valuation techniques used by the Funds to measure fair value during the six months ended September 30, 2021 maximized the use of observable inputs and minimized the use of unobservable inputs.

Semi-Annual Report | September 30, 2021 29

The Brown Capital Management Mutual Funds

Notes to Financial Statements

September 30, 2021 (Unaudited)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk or liquidity associated with investing in those securities. The following is a summary of the inputs used in valuing the Funds’ assets as of September 30, 2021:

Small Company Fund:

	Valuation Inputs
Investments in Securities at Value*	Level 1		Level 2		Level 3		Total
Common Stocks	$	6,548,315,919	$	—	$	—	$	6,548,315,919
Short Term Investments		221,319,386		—		—		221,319,386
Total	$	6,769,635,305	$	—	$	—	$	6,769,635,305

Mid Company Fund:

	Valuation Inputs
Investments in Securities at Value*	Level 1		Level 2		Level 3		Total
Common Stocks	$	54,037,666	$	—	$	—	$	54,037,666
Short Term Investments		1,771,387		—		—		1,771,387
Total	$	55,809,053	$	—	$	—	$	55,809,053

International Equity Fund:

	Valuation Inputs
Investments in Securities at Value*	Level 1		Level 2		Level 3		Total
Common Stocks	$	73,695,842	$	—	$	—	$	73,695,842
Short Term Investments		1,433,936		—		—		1,433,936
Total	$	75,129,778	$	—	$	—	$	75,129,778

International Small Company Fund:

	Valuation Inputs
Investments in Securities at Value*	Level 1		Level 2		Level 3		Total
Common Stocks	$	2,625,875,582	$	—	$	—	$	2,625,875,582
Short Term Investments		78,045,113		—		—		78,045,113
Total	$	2,703,920,695	$	—	$	—	$	2,703,920,695

* See Schedule of Investments for sector/country classifications.

For the period ended September 30, 2021, the Funds did not have investments with significant unobservable inputs (Level 3) used in determining fair value.

Foreign Currency Translation (International Equity Fund and International Small Company Fund)

Portfolio securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollars based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of securities and income items denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect on the transaction date.

The Funds do not separately report the effect of changes in foreign exchange rates from changes in market prices on securities held. Such changes are included in net realized gain/(loss) or unrealized appreciation/(depreciation) from investments.

Realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions and the difference between the recorded amounts of dividends, interest, and foreign taxes withheld, and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in foreign exchange rates on foreign denominated assets and liabilities other than investments in securities held at the end of the reporting period.

30	www.browncapital.com

The Brown Capital Management Mutual Funds

Notes to Financial Statements

September 30, 2021 (Unaudited)

Affiliated Companies

If a Fund owns 5% or more of the outstanding voting securities, either directly or indirectly, of a particular issuer, the 1940 Act deems such an issuer to be an “affiliate” of the Fund. As of and during the six months ended September 30, 2021, the Small Company Fund and International Small Company Fund owned 5% or more of the outstanding voting securities of the issuers identified in the tables below and therefore those issuers are considered affiliates of that Fund for purposes of the 1940 Act.

Small Company Fund

Security Name	Market Value as of March 31, 2021		Purchases		Sales			Market Value as of September 30, 2021*		Share Balance as of September 30, 2021		Dividends		Change in Unrealized Gain (Loss)			Realized Gain/Loss
Alarm.com Holdings, Inc.	$	188,227,462	$	50,826,586	$	—		$	213,652,298		2,732,476	$	—	$	(25,401,750	)	$	—
AppFolio Inc., Class A		218,298,152		41,547,013		—			221,535,639		1,839,997		—		(38,309,526	)		—
Cardiovascular Systems, Inc.		120,315,214		—		—			103,024,217		3,138,112		—		(17,290,997	)		—
DMC Global, Inc.		68,008,019		—		—			46,261,998		1,253,373		—		(21,746,021	)		—
Inogen, Inc.		100,269,293		15,697,761		—			93,200,050		2,162,916		—		(22,767,004	)		—
Ironwood Pharmaceuticals Inc.		111,578,837		—		—			130,341,647		9,980,218		—		18,762,810			—
Neogen Corp.		315,338,520		—		—			308,137,066		7,095,028		—		(7,201,454	)		—
NextGen Healthcare Inc.		78,259,947		—		(10,483,336	)		51,979,707		3,686,504		—		(10,061,206	)		(5,735,698	)
OrthoPediatrics Corp.		59,975,273		7,511,416		—			89,161,272		1,361,033		—		21,674,583			—
PROS Holdings, Inc.		144,093,912		—		(22,062,494	)		100,149,361		2,822,699		—		(10,202,210	)		(11,679,847	)
Q2 Holdings, Inc.		256,242,963		49,002,137		—			244,142,102		3,046,445		—		(61,102,998	)		—
Vericel Corp		125,035,440		33,426,042		—			142,291,918		2,915,818		—		(16,169,564	)		—
Vocera Communications, Inc.		88,170,665		—		—			104,906,127		2,292,529		—		16,735,462			—
								$	1,848,783,402		44,327,148	$	—	$	(173,079,875	)	$	(17,415,545	)
Investments no longer affiliated as of September 30, 2021

American Software, Inc., Class A	$	38,053,141	$	—	$	(12,465,253	)	$	28,833,260		1,214,032	$	335,758	$	(4,339,142	)	$	7,584,514
Glaukos Corp		301,891,006		—		(101,254,291	)		87,451,913		1,815,485				(93,783,917	)		(19,400,885	)
Proto Labs, Inc.		206,708,246		—		(61,572,796	)		64,421,447		967,289				(91,241,807	)		10,527,804
								$	180,706,620		3,996,806	$	335,758	$	(189,364,866	)	$	(1,288,567	)

GRAND TOTAL								$	2,029,490,022		48,323,954	$	335,758	$	(362,444,741	)	$	(18,704,112	)

International Small Company Fund

Security Name	Market Value as of March 31, 2021		Purchases		Sales		Market Value as of September 30, 2021*		Share Balance as of September 30, 2021		Dividends		Change in Unrealized Gain (Loss)			Realized Gain/Loss
Albioma SA	$	82,655,599	$	10,574,775	$	—	$	75,813,974		1,925,006	$	1,788,544	$	(17,416,400	)	$	—
HIDAY HIDAKA Corp		29,469,567		4,061,376		—		32,775,958		2,067,914		225,816		(754,985	)		—
Lectra		59,679,941		9,718,574		—		81,020,242		2,060,229		528,205		11,621,727			—
Nexus AG		87,996,373		14,542,974		—		129,468,668		1,563,221		319,397		26,929,321			—
NNIT A/S		23,133,297		3,806,066		—		29,968,789		1,574,465		—		3,029,426			—
Software Service, Inc.		42,414,901		11,080,111		—		38,978,896		547,747		—		(14,516,116	)		—
STRATEC SE		84,770,545		12,334,298		—		101,478,008		715,735		731,163		4,373,165			—
Vectura Group PLC		50,182,764		5,611,940		—		77,053,905		34,743,072		9,141,590		21,259,201			—
							$	566,558,440		45,197,389	$	12,734,715	$	34,525,339		$	—

See Schedule of Investments for sector/country classifications.

Semi-Annual Report | September 30, 2021

The Brown Capital Management Mutual Funds

Notes to Financial Statements

September 30, 2021 (Unaudited)

Investment Transactions and Investment Income

Investment transactions are accounted for as of the date purchased or sold (trade date). Dividend income is recorded on the ex-dividend date. Certain dividends from foreign securities will be recorded as soon as the Trust is informed of the dividend if such information is obtained subsequent to the ex-dividend date. Interest income is recorded on the accrual basis and includes amortization of discounts and premiums. Gains and losses are determined on the high cost basis, which is the same basis used for federal income tax purposes.

Expenses

Each Fund bears expenses incurred specifically on its behalf, as well as a portion of general Trust expenses, which are allocated according to methods reviewed annually by the Trustees. Class specific expenses are charged directly to the class incurring the expense. Common expenses, which are not attributable to a specific class, are allocated daily to each class of shares based upon its proportionate share of total net assets of the Fund. Expenses not directly billed to a particular Fund are allocated proportionally among all Funds daily in relation to net assets of each Fund or another reasonable measurement. Fees provided under the distribution (Rule 12b-1) and/or shareholder service plans for a particular class of the Funds’ are charged to the operations of such class.

Dividend Distributions

Each of the Funds may declare and distribute dividends from net investment income (if any) annually. Distributions from capital gains (if any) are generally declared and distributed annually. Dividends and distributions to shareholders are recorded on ex-date. Income and capital gain distributions are determined in accordance with income tax regulations which may differ from GAAP.

Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in the net assets from operations during the reported period. Actual results could differ from those estimates. Management believes the estimates and security valuations are appropriate; however, actual results may differ from those estimates, and the security valuations reflected in the financial statements may differ from the value the Funds ultimately realize upon sale of the securities.

Federal Income Taxes

No provision for income taxes is included in the accompanying financial statements, as each Fund intends to distribute to shareholders all taxable investment income and realized gains and otherwise comply with Subchapter M of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies.

Fees on Redemptions

Shares of the International Equity Fund and the International Small Company Fund will be assessed a fee of 2.00% of the redemption amount if such shares are redeemed within 60 days of purchase. The redemption fee is paid directly to the Fund and is intended to offset the cost of liquidating a shareholders’ investment in the Fund, discourage short-term trading of shares, and protect long-term shareholders – the redemption fee is not a sales charge or other fee intended to finance sales or marketing expenses. No redemption fee will be imposed on redemptions initiated by the Funds. During the six months ended September 30, 2021, the International Equity Fund and the International Small Company Fund had redemption fees of $922 and $55,654, respectively.

2. TRANSACTIONS WITH RELATED PARTIES AND OTHER SERVICE PROVIDERS

Advisor

Each Fund pays a monthly advisory fee to Brown Capital Management, LLC (the “Advisor”) based upon the average daily net assets of each Fund and is calculated at the following annual rates:

	Advisory Fees
			Expense		Advisory
Fund	Average Net Assets	Rate	Limitation Ratio		Fees Waived		Expenses Reimbursed
Small Company Fund	On all assets	1.00%	1.25%	$	—	$	—
Mid Company Fund	On all assets	0.75%	0.90%		91,094		—
International Equity Fund	First $100 million	0.90%	1.00%
	Over $100 million	0.75%	1.00%		108,810		—
International Small Company Fund	On all assets	1.00%	1.15%		—		—

32	www.browncapital.com

The Brown Capital Management Mutual Funds

Notes to Financial Statements

September 30, 2021 (Unaudited)

In the interest of limiting expenses of the Funds, the Advisor has entered into expense limitation agreements with the Trust, with respect to each of the Funds (“Expense Limitation Agreements”), pursuant to which the Advisor has agreed to waive or limit its fees and to assume other expenses so that the total annual operating expenses of the Funds (other than interest, taxes, brokerage commissions, acquired fund fees and expenses, other expenditures which are capitalized in accordance with generally accepted accounting principles, other extraordinary expenses not incurred in the ordinary course of each Fund’s business, and amounts, if any, payable under a Rule 12b-1 distribution plan) do not exceed certain limits, which are (at the time this report is being produced) for the Small Company Fund, the Mid Company Fund, the International Equity Fund and the International Small Company Fund, 1.25%, 0.90%, 1.00% and 1.15% of the average daily net assets of those Funds, respectively.

Each of the Funds may reimburse the Advisor the management fees waived or limited and other expenses assumed and paid by the Advisor pursuant to the Expense Limitation Agreements during any of the previous three (3) years, provided that the particular fund has reached a sufficient asset size to permit such reimbursement to be made without causing the total annual expense ratio of the particular fund to exceed the lesser of the percentage limits in place at the time of the waiver and/or reimbursement or current waiver and/or reimbursement arrangement. Consequently, no reimbursement by any of the Funds will be made unless: (i) the particular fund’s assets exceed $20 million for the Small Company Fund, the International Equity Fund, and the International Small Company Fund, or $15 million for the Mid Company Fund; (ii) the particular fund’s total annual expense ratio is less than the percentage described above; and (iii) the payment of such reimbursement has been approved by the Trustees on a quarterly basis.

Fund	Expires 2022		Expires 2023		Expires 2024		Expires 2025
Small Company Fund	$	—	$	—	$	—	$	—
Mid Company Fund		115,023		188,023		192,788		91,094
International Equity Fund		136,865		232,056		235,911		108,810
International Small Company Fund		149,456		—		—		—

Administrator

ALPS Fund Services, Inc. (“ALPS” and the “Administrator”) serves as the Trust’s administrator pursuant to an Administration, Bookkeeping and Pricing Services Agreement (“Administration Agreement”) with the Trust. As compensation for its services to the Trust, ALPS receives an annual administration fee.

Compliance Services

The principal owner of Watermark Solutions, LLC serves as the Trust’s Chief Compliance Officer pursuant to an agreement with the Trust. As compensation for its services to the Trust, Watermark Solutions, LLC receives an annual compliance services fee. ALPS provides services which assist the Trust’s Chief Compliance Officer in monitoring and testing the policies and procedures of the Trust in conjunction with requirements under Rule 38a-1 under the 1940 Act. ALPS is compensated under the Administration Agreement for these services.

Transfer Agent

ALPS serves as transfer, dividend paying, and shareholder servicing agent for the Funds pursuant to a Transfer Agency and Services Agreement. ALPS is compensated under this agreement for these services.

Distributor

ALPS Distributors, Inc. (the “Distributor”) serves as the Funds’ distributor. The Distributor acts as the principal underwriter of the Trust’s shares.

12b-1 Plan

Each Fund has adopted, with respect to its Investor Class shares, a plan pursuant to Rule 12b-1 under the 1940 Act (each a “Plan” and collectively, the “Plans”) under which each Fund may incur expenses related to distribution of its shares and for services provided to shareholders. Payments under a Plan are made to the distributor, which uses them to pay distribution and shareholder service expenses on behalf of and as agent of the Fund. The amount payable by the Mid Company Fund, the International Equity Fund and the International Small Company Fund under the Plan is 0.25% of average daily net assets for the year and 0.20% of average daily net assets for the Small Company Fund. The Plans are compensation plans, which means that payments are made to the Distributor regardless of 12b-1 expenses actually incurred. Therefore, payments under a Plan may exceed distribution and shareholder service expenses incurred pursuant to the Plan. The Distributor may reimburse the Advisor for expenditures that it incurs for marketing and distributions related services for the Funds. It is also possible that 12b-1 expenses for a period will exceed the payments made to the Distributor by the Funds, in which case the Advisor may pay such excess expenses out of its own resources. The Plans require that the Distributor act in the Funds’ best interests in expending the payments it receives from the Funds and use payments solely for the purpose of paying distribution expenses on behalf of the Funds. The Funds’ Distributor verifies all payment amounts to be made to brokers that have properly executed dealer agreements with the Funds before such payments are made.

Semi-Annual Report | September 30, 2021

The Brown Capital Management Mutual Funds

Notes to Financial Statements

September 30, 2021 (Unaudited)

Legal Counsel to the Trust

Practus, LLP serves as legal counsel to the Trust. John H. Lively, Secretary of the Trust, is the managing partner of Practus, LLP, but he receives no direct special compensation from the Trust or the Funds for serving as an officer of the Trust.

Any Trustee and/or officer of the Trust that also is an employee and/or officer of the Advisor does not receive compensation from the Trust for serving in such roles.

3. PURCHASES AND SALES OF INVESTMENT SECURITIES

For the six months ended September 30, 2021, the aggregate cost of purchases and proceeds from sales of investment securities, excluding short-term securities, are shown in the following table.

Fund	Purchases of Securities		Proceeds From Sales of Securities
Small Company Fund	$	502,856,569	$	842,147,068
Mid Company Fund		6,121,285		924,278
International Equity Fund		5,085,921		659,394
International Small Company Fund		427,068,370		108,869,692

4. FEDERAL INCOME TAX

Distributions are determined in accordance with Federal income tax regulations, which may differ from GAAP, and, therefore, may differ significantly in amount or character from net investment income and realized gains for financial reporting purposes. Financial reporting records are adjusted for permanent book/tax differences to reflect tax character but are not adjusted for temporary differences.

The Funds recognize the tax benefit or expenses of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management reviewed the tax positions in the open tax years of 2018-2020 and as of and during the six months ended September 30, 2021, and determined that the Funds do not have a liability for uncertain tax positions. The Funds recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the Statements of Operations. During the year, the Funds did not incur any interest or penalties. At September 30, 2021, the tax-basis cost of investments were as follows:

	Small Company Fund			Mid Company Fund			International Equity Fund			International Small Company Fund
Gross unrealized appreciation (excess of value over tax cost)	$	3,841,660,877		$	27,443,820		$	24,014,476		$	757,092,115
Gross unrealized depreciation (excess of tax cost over value)		(167,699,633	)		(650,470	)		(2,455,603	)		(72,471,473	)
Net unrealized appreciation (depreciation)	$	3,673,961,244		$	26,793,350		$	21,558,873		$	684,620,642
Cost of investments for income tax purposes	$	3,095,674,061		$	29,015,703		$	53,570,905		$	2,019,300,053

Small Company Fund and Mid Company Fund elect to defer to the period ending March 31, 2022, late year ordinary losses in the amounts of $19,350,931 and $71,750, respectively.

Distributions during the fiscal year shown were characterized for tax purposes as follows:

	Small Company Fund				Mid Company Fund				International Equity Fund				International Small Company Fund
Distributions Paid From:	2021		2020		2021		2020		2021		2020		2021		2020
Ordinary Income	$	—	$	—	$	—	$	—	$	27,817	$	284,754	$	1,430,187	$	2,403,229
Long-term capital gains		508,370,340		426,121,158		1,116,191		1,295,307		1,465,864		1,740		12,268,929		206,722
Total	$	508,370,340	$	426,121,158	$	1,116,191	$	1,295,307	$	1,493,681	$	286,494	$	13,699,116	$	2,609,951

34	www.browncapital.com

The Brown Capital Management Mutual Funds

Notes to Financial Statements

September 30, 2021 (Unaudited)

5. COMMITMENTS AND CONTINGENCIES

Under the Funds’ organizational documents, its officers and Trustees are indemnified against certain liabilities arising out of the performance of their duties to the Funds. In addition, in the normal course of business, the Funds enter into contracts with its vendors and others that provide for general indemnifications. The Funds’ maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Funds. The Funds expect the risk of loss to be remote.

6. TRUSTEE AND OFFICER FEES

Officers of the Trust, except the Chief Compliance Officer, and Trustees who are interested persons of the Trust, will receive no salary or fees from the Funds for their services to the Trust. As of September 30, 2021, there were five Trustees, three of whom are not “interested persons” of the Trust within the meaning of that term under the 1940 Act (each, an “Independent Trustee”). Effective December 11, 2020 and retroactive to January 1, 2020, each Independent Trustee of the Trust receives a $79,000 annual retainer and a $1,500 per meeting fee. All Trustees and officers are reimbursed for any out-of-pocket expenses incurred in connection with attendance at meetings. Prior to December 11, 2020 each Independent Trustee of the Trust received a $54,000 annual retainer and a $1,500 per meeting fee.

7. MARKET TURBULENCE RESULTING FROM COVID-19

An outbreak of an infectious respiratory illness caused by a novel coronavirus known as COVID-19 has negatively affected the worldwide economy, as well as the economies of individual countries, the financial health of individual companies and the market in general in significant and unforeseen ways. The future impact of COVID-19 is currently unknown, and it may exacerbate other risks that apply to the Funds. Any such impact could adversely affect the Funds’ performance, the performance of the securities in which a Fund invests and may lead to losses on your investment in a Fund.

8. SUBSEQUENT EVENTS

The Funds evaluated subsequent events from September 30, 2021, the date of these financial statements, through the date these financial statements were issued and available. There were no subsequent events to report that would have a material impact on the Funds’ financial statements.

Semi-Annual Report | September 30, 2021

The Brown Capital Management Mutual Funds

Fund Expenses

September 30, 2021 (Unaudited)

As a shareholder of the Funds, you incur 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 each 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 as indicated below.

Actual Expenses – The first line of the table below provides information about the actual account values and actual expenses. You may use the 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 Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes – The second line of the table below provides information about hypothetical account values and hypothetical expenses based on each Fund’s actual expense ratio and an assumed annual rate of return of 5% before expenses, which is not each 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 for the period. You may use this information to compare the ongoing costs of investing in each Fund and other funds by comparing these 5% hypothetical examples with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), 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 April 1, 2021		Ending Account Value September 30, 2021		Expense Ratio^(a)			Expenses Paid During Period April 1, 2021 to September 30, 2021^(b)
Small Company Fund
Investor
Actual	$	1,000.00	$	1,013.30		1.24	%	$	6.26
Hypothetical (5% return before expenses)	$	1,000.00	$	1,018.85		1.24	%	$	6.28
Institutional
Actual	$	1,000.00	$	1,014.30		1.04	%	$	5.25
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.85		1.04	%	$	5.27

Mid Company Fund
Investor
Actual	$	1,000.00	$	1,113.30		1.15	%	$	6.09
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.30		1.15	%	$	5.82
Institutional
Actual	$	1,000.00	$	1,114.60		0.90	%	$	4.77
Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.56		0.90	%	$	4.56

International Equity Fund
Investor
Actual	$	1,000.00	$	1,098.20		1.25	%	$	6.57
Hypothetical (5% return before expenses)	$	1,000.00	$	1,018.80		1.25	%	$	6.33
Institutional
Actual	$	1,000.00	$	1,100.10		1.00	%	$	5.26
Hypothetical (5% return before expenses)	$	1,000.00	$	1,020.05		1.00	%	$	5.06

International Small Company Fund
Investor
Actual	$	1,000.00	$	1,120.70		1.29	%	$	6.86
Hypothetical (5% return before expenses)	$	1,000.00	$	1,018.60		1.29	%	$	6.53
Institutional
Actual	$	1,000.00	$	1,121.70		1.04	%	$	5.53
Hypothetical (5% return before expenses)	$	1,000.00	$	1,019.85		1.04	%	$	5.27

^(a)

Annualized, based on the Fund’s most recent fiscal half-year expenses.

^(b)

Expenses are equal to the Fund’s annualized expense ratio multiplied by the average account value over the period, multiplied by the number of days in the most recent fiscal half-year (183), divided by 365.

36	www.browncapital.com

The Brown Capital Management Mutual Funds

Additional Information

September 30, 2021 (Unaudited)

1. PROXY VOTING POLICIES AND VOTING RECORD

A copy of the Trust’s Proxy Voting and Disclosure Policy and the Advisor’s Proxy Voting and Disclosure Policy are included as Appendix A to the Funds’ Statement of Additional Information and are available, (1) without charge, upon request, by calling 1-877-892-4226 and (2) on the U.S. Securities and Exchange Commission’s (“SEC”) website at http://www.sec.gov. Information regarding how the Funds voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) without charge, upon request, by calling the Funds at the number above and (2) on the SEC’s website at http://www.sec.gov.

2. QUARTERLY PORTFOLIO HOLDINGS

The Funds files their complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The Funds’ Form N-PORT is available on the SEC’s website at http://www.sec.gov. Information included in the Funds’ N-PORT will also be available upon request by calling 1-877-892-4226.

3. FUNDS’ LIQUIDITY RISK MANAGEMENT PROGRAM

The Funds have adopted and implemented a written liquidity risk management program as required by Rule 22e-4 under the 1940 Act. The program is reasonably designed to assess and manage each Fund’s liquidity risk, taking into consideration a Fund’s investment strategy and the liquidity of its portfolio investments during normal and reasonably foreseeable stressed conditions; its short and long-term cash flow projections; and its cash holdings. The Funds’ Board of Trustees approved the appointment of Brown Capital Management, LLC (“BCM”) as the Funds’ Liquidity Risk Management Administrator. BCM has appointed representatives from their compliance, operations, trading, and portfolio management departments to assist in the program’s administration and oversight and for reporting to the Board on at least an annual basis regarding the program’s operation and effectiveness. The Liquidity Risk Management Administrator performed an assessment of each Fund’s liquidity risk profile, considering information gathered and its actual experience in administering the program over the 12 months ended May 31, 2021 in order to prepare a written report to the Board of Trustees for consideration at its meeting held on June 25, 2021. The report concluded that (i) none of the Funds experienced significant liquidity challenges during the covered period; (ii) the Funds’ investment strategies remain appropriate for an open-end fund; and (iii) each Fund’s liquidity risk management program is reasonably designed to assess and manage its liquidity risk.

Semi-Annual Report | September 30, 2021

The Brown Capital Management Mutual Funds

September 30, 2021 (Unaudited)

FACTS

WHAT DOES THE BROWN CAPITAL MANAGEMENT
MUTUAL FUNDS DO WITH YOUR PERSONAL INFORMATION?

Why?

Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do.

What?

The types of personal information we collect and share depend on the product or service you have with us. This information can include:

■ Social Security number and assets

■ Account balances and transaction history

■ Checking account information and wire transfer instructions

When you are no longer our customer, we continue to share your information as described in this notice.

How?

All financial companies need to share customers’ personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers’ personal information; the reasons The Brown Capital Management Mutual Funds choose to share; and whether you can limit this sharing.

Reasons we can share your personal information	Does the Fund share?	Can you limit this sharing?
For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus	Yes	No
For our marketing purposes – to offer our products and services to you	No	We don’t share
For joint marketing with other financial companies	No	We don’t share
For our affiliates’ everyday business purposes – information about your transactions and experiences	No	We don’t share
For our affiliates’ everyday business purposes – information about your creditworthiness	No	We don’t share
For nonaffiliates to market to you	No	We don’t share

Questions?

Call 1-877-892-4226

38	www.browncapital.com

The Brown Capital Management Mutual Funds

September 30, 2021 (Unaudited)

Page 2

Who we are

Who is providing this notice?

The Brown Capital Management Mutual Funds, on behalf of each of its series: The Brown Capital Management Small Company Fund, The Brown Capital Management Mid Company Fund, The Brown Capital Management International Equity Fund and The Brown Capital Management International Small Company Fund.

What we do

How do The Brown Capital Management Mutual Funds protect my personal information?

To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include computer safeguards and secured files and buildings.

We require any companies that help provide our services to you to protect the confidentiality of the personal information they receive.

How does The Brown Capital Management Mutual Funds collect my personal information?

We collect your personal information, for example, when you

■ Open an account or give us your account information

■ Make deposits or withdrawals from our account

■ Pay us by check or make a wire transfer

We also collect your personal information from other companies.

Why can’t I limit all sharing?

Federal law gives you the right to limit only

■ sharing for affiliates’ everyday business purposes – information about your creditworthiness

■ affiliates from using your information to market to you

■ sharing for nonaffiliates to market to you

State laws and individual companies may give you additional rights to limit sharing.

Definitions

Affiliates

Companies related by common ownership or control. They can be financial and nonfinancial companies.

■ Brown Capital Management, LLC, the investment advisor, is an affiliate of The Brown Capital Management Mutual Funds.

Nonaffiliates

Companies not related by common ownership or control. They can be financial and nonfinancial companies.

■ The Brown Capital Management Mutual Funds do not share information with nonaffiliates so they can market to you.

Joint Marketing

A formal agreement between nonaffiliated financial companies that together market financial products or services to you.

■ The Brown Capital Management Mutual Funds do not jointly market.

Semi-Annual Report | September 30, 2021

Must be accompanied or preceded by a prospectus.

Funds distributed by ALPS Distributors, Inc. 1290 Broadway, Suite 1000, Denver, CO 80203

Item 2. Code of Ethics.

Not applicable.

Item 3. AUDIT COMMITTEE FINANCIAL EXPERT.

Not applicable.

Item 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

Not applicable.

Item 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

Not applicable.

Item 6. SCHEDULE OF INVESTMENTS.

A copy of the schedule of investments of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

Item 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

Item 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.

Not applicable.

Item 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

Item 11. CONTROLS AND PROCEDURES.

(a)

The registrant’s principal executive officer and principal financial officer 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) are effective based on their evaluation of these disclosure controls and procedures (as required by Rule 30a-3(b) under the Investment Company Act of 1940, as amended) as of a date within 90 days of the filing of this report.

(b)

There were no changes in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940, as amended) that occurred during the period covered by this report 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 the registrant. The Brown Capital Management Mutual Funds are open-end management investment companies.

Item 13. EXHIBITS.

(a)(1)

Not applicable.

(a)(2)

Certifications required by Item 13.(a)(2) of Form N-CSR are filed herewith as Exhibit 13.(a)(2).

(a)(3)

Not applicable.

(b)	Certifications required by Item 13.(b) of Form N-CSR are filed herewith as Exhibit 13.(b).

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.

Brown Capital Management Mutual Funds

By: (Signature and Title)	/s/ Keith A. Lee
	Keith A. Lee
	Trustee, President and Principal Executive Officer

Date: November 29, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: (Signature and Title)	/s/ Keith A. Lee
	Keith A. Lee
	Trustee, President and Principal Executive Officer, Brown Capital Management Mutual Funds

Date: November 29, 2021

By: (Signature and Title)	/s/ Michael L. Forster
	Michael L. Forster
	Treasurer and Principal Financial Officer, Brown Capital Management Mutual Funds

Date: November 29, 2021

EX-99.13(A)(2) 2 ex99-13a2.htm CERTIFICATIONS

Brown Capital Management Mutual Funds N-CSRS

EXHIBIT 13.(a)(2)

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE

SARBANES OXLEY ACT OF 2002

I, Keith A. Lee, certify that:

1. I have reviewed this report on Form N-CSR of each of the funds of the Brown Capital Management Mutual Funds;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 29, 2021	/s/ Keith A. Lee
	Keith A. Lee
	Trustee, President and Principal Executive Officer,
	Brown Capital Management Mutual Funds

I, Michael L. Forster, certify that:

1. I have reviewed this report on Form N-CSR of each of the funds of the Brown Capital Management Mutual Funds;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

November 29, 2021	/s/ Michael L. Forster
	Michael L. Forster
	Treasurer and Principal Financial Officer,
	Brown Capital Management Mutual Funds

EX-99.13(B) 3 ex99-13b.htm CERTIFICATIONS

Brown Capital Management Mutual Funds

EXHIBIT 13.(b)

BROWN CAPITAL MANAGEMENT MUTUAL FUNDS

CHIEF EXECUTIVE OFFICER CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the semi-annual report of each of the funds of the Brown Capital Management Mutual Funds (the “Funds”) on Form N-CSR for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), the undersigned, Keith A. Lee, Principal Executive Officer of the Funds, does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Funds.

November 29, 2021	By:	/s/ Keith A. Lee
		Keith A. Lee
		Trustee, President and Principal Executive Officer
		Brown Capital Management Mutual Funds

A signed original of this written statement required by Section 906 has been provided to the Funds and will be retained by the Funds and furnished to the Securities and Exchange Commission or its staff upon request. This certification is being furnished to the Commission pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report.

BROWN CAPITAL MANAGEMENT MUTUAL FUNDS

CHIEF FINANCIAL OFFICER CERTIFICATION

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the semi-annual reports of each of the funds of the Brown Capital Management Mutual Funds (the “Funds”) on Form N-CSR for the period ended September 30, 2021, as filed with the Securities and Exchange Commission (the “Report”), the undersigned, Michael L. Forster, Principal Financial Officer of the Funds, does hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Funds.

November 29, 2021	By:	/s/ Michael L. Forster
		Michael L. Forster
		Treasurer and Principal Financial Officer
		Brown Capital Management Mutual Funds

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