UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-21829
BBH TRUST
On behalf of the following series:
BBH Limited Duration Fund
BBH Core Select
BBH Global Core Select
BBH International Equity Fund
BBH Intermediate Municipal Bond Fund
(Exact name of registrant as specified in charter)
140 Broadway, New York, NY 10005
(Address of principal executive offices) (Zip Code)
Corporation Services Company
2711 Centerville Road, Suite 400, Wilmington, DE 19808
(Name and address of agent for service)
Registrant's telephone number, including area code: (800) 575-1265
Date of fiscal year end: October 31
Date of reporting period: April 30, 2014
Item 1. Report to Stockholders.
Semi-Annual Report
APRIL 30, 2014
BBH Limited Duration Fund
BBH LIMITED DURATION FUND |
PORTFOLIO ALLOCATION |
April 30, 2014 (unaudited) |
BREAKDOWN BY SECURITY TYPE
U.S. $ Value | Percent of Net Assets | |||||||
Asset Backed Securities | $ | 1,509,104,420 | 34.7 | % | ||||
Loan Participations and Assignments | 4,979,400 | 0.1 | ||||||
Commercial Mortgage Backed Securities | 304,590,920 | 7.0 | ||||||
Corporate Bonds | 1,102,756,978 | 25.4 | ||||||
Municipal Bonds | 121,778,076 | 2.8 | ||||||
U.S. Government Agency Obligations | 261,353,730 | 6.0 | ||||||
U.S. Inflation Linked Debt | 308,806,506 | 7.1 | ||||||
Certificates of Deposit | 392,750,062 | 9.0 | ||||||
Commercial Paper | 74,990,750 | 1.7 | ||||||
Time Deposits | 140,000,000 | 3.2 | ||||||
U.S. Treasury Bills | 170,496,906 | 3.9 | ||||||
Liabilities in Excess of Other Assets | (41,079,109 | ) | (0.9 | ) | ||||
NET ASSETS | $ | 4,350,528,639 | 100.0 | % |
All data as of April 30, 2014. The BBH Limited Duration Fund’s (the “Fund”) sector diversification is expressed as a percentage of net assets and may vary over time.
The accompanying notes are an integral part of these financial statements.
2 |
BBH LIMITED DURATION FUND |
PORTFOLIO OF INVESTMENTS |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
ASSET BACKED SECURITIES (34.7%) | ||||||||||||||
$ | 17,421,812 | Aircraft Lease Securitisation, Ltd. | ||||||||||||
2007-1A1,2 | 05/10/32 | 0.413 | % | $ | 16,855,603 | |||||||||
35,000,000 | Ally Master Owner Trust 2010-22 | 04/15/17 | 4.250 | 36,231,895 | ||||||||||
12,690,000 | Ally Master Owner Trust 2012-5 | 09/15/19 | 1.540 | 12,668,947 | ||||||||||
1,354,108 | AmeriCredit Automobile Receivables | |||||||||||||
Trust 2011-4 | 05/09/16 | 1.170 | 1,355,126 | |||||||||||
7,347,000 | AmeriCredit Automobile Receivables | |||||||||||||
Trust 2012-2 | 10/10/17 | 2.640 | 7,547,191 | |||||||||||
12,290,000 | AmeriCredit Automobile Receivables | |||||||||||||
Trust 2012-3 | 05/08/18 | 2.420 | 12,593,969 | |||||||||||
11,300,000 | AmeriCredit Automobile Receivables | |||||||||||||
Trust 2013-3 | 06/10/19 | 2.380 | 11,486,529 | |||||||||||
3,222,959 | ARI Fleet Lease Trust 2012-A1,2 | 03/15/20 | 0.702 | 3,226,308 | ||||||||||
8,110,837 | Ascentium Equipment Receivables LLC | |||||||||||||
2012-1A2 | 09/15/19 | 1.830 | 8,107,633 | |||||||||||
20,060,000 | Ascentium Equipment Receivables LLC | |||||||||||||
2014-1A2 | 01/10/17 | 1.040 | 20,062,166 | |||||||||||
3,000,000 | Avis Budget Rental Car Funding | |||||||||||||
AESOP LLC 2010-3A2 | 05/20/16 | 4.640 | 3,100,761 | |||||||||||
25,300,000 | Avis Budget Rental Car Funding | |||||||||||||
AESOP LLC 2010-5A2 | 03/20/17 | 3.150 | 26,244,677 | |||||||||||
16,944,411 | AXIS Equipment Finance | |||||||||||||
Receivables II LLC 2013-1A2 | 03/20/17 | 1.750 | 16,952,273 | |||||||||||
37,684,054 | BCC Funding Corp. 2014-1A2 | 06/20/20 | 1.794 | 37,684,054 | ||||||||||
2,004,949 | BMW Vehicle Owner Trust 2011-A | 08/25/15 | 0.760 | 2,007,006 | ||||||||||
15,175,000 | Cabela’s Master Credit Card Trust | |||||||||||||
2010-2A1,2 | 09/17/18 | 0.852 | 15,263,774 | |||||||||||
16,610,000 | Cabela’s Master Credit Card Trust | |||||||||||||
2012-1A1,2 | 02/18/20 | 0.682 | 16,738,296 | |||||||||||
4,300,000 | Capital Auto Receivables | |||||||||||||
Asset Trust 2013-1 | 10/22/18 | 1.740 | 4,305,250 | |||||||||||
8,030,000 | Capital Auto Receivables Asset | |||||||||||||
Trust 2013-2 | 10/22/18 | 1.960 | 8,120,723 | |||||||||||
2,820,000 | Capital Auto Receivables Asset | |||||||||||||
Trust 2013-2 | 04/22/19 | 2.660 | 2,879,310 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 3 |
BBH LIMITED DURATION FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
ASSET BACKED SECURITIES (continued) | ||||||||||||||
$ | 13,260,000 | Capital Auto Receivables Asset | ||||||||||||
Trust 2013-3 | 10/22/18 | 2.790 | % | $ | 13,563,097 | |||||||||
3,070,193 | CarMax Auto Owner Trust 2011-2 | 12/15/15 | 0.910 | 3,072,293 | ||||||||||
12,922,520 | CCG Receivables Trust 2013-12 | 08/14/20 | 1.050 | 12,952,319 | ||||||||||
15,287,049 | Chesapeake Funding LLC 2011-2A1,2 | 04/07/24 | 1.402 | 15,424,235 | ||||||||||
13,662,252 | Chesapeake Funding LLC 2012-1A1,2 | 11/07/23 | 0.903 | 13,711,860 | ||||||||||
13,326,533 | Chesapeake Funding LLC 2012-2A1,2 | 05/07/24 | 0.603 | 13,347,003 | ||||||||||
7,009,253 | Credit Acceptance Auto Loan | |||||||||||||
Trust 2012-1A2 | 09/16/19 | 2.200 | 7,055,079 | |||||||||||
3,000,000 | Credit Acceptance Auto Loan | |||||||||||||
Trust 2012-1A2 | 03/16/20 | 3.120 | 3,065,025 | |||||||||||
8,860,000 | Credit Acceptance Auto Loan | |||||||||||||
Trust 2012-2A2 | 03/16/20 | 1.520 | 8,906,861 | |||||||||||
11,950,000 | Credit Acceptance Auto Loan | |||||||||||||
Trust 2013-1A2 | 10/15/20 | 1.210 | 11,962,906 | |||||||||||
11,790,000 | Credit Acceptance Auto Loan | |||||||||||||
Trust 2013-2A2 | 04/15/21 | 1.500 | 11,866,718 | |||||||||||
7,530,000 | Credit Acceptance Auto Loan | |||||||||||||
Trust 2013-2A2 | 10/15/21 | 2.260 | 7,602,552 | |||||||||||
10,040,000 | Credit Acceptance Auto Loan | |||||||||||||
Trust 2014-1A2 | 10/15/21 | 1.550 | 10,042,450 | |||||||||||
11,160,000 | Credit Acceptance Auto Loan | |||||||||||||
Trust 2014-1A2 | 04/15/22 | 2.290 | 11,197,419 | |||||||||||
11,454,053 | Direct Capital Funding V LLC 2013-12 | 12/20/17 | 1.673 | 11,454,053 | ||||||||||
21,970,000 | Direct Capital Funding V LLC 2013-22 | 08/20/18 | 1.730 | 22,049,817 | ||||||||||
24,170,313 | Emerald Aviation Finance, Ltd. 2013-12 | 10/15/38 | 4.650 | 24,412,016 | ||||||||||
2,223,071 | Enterprise Fleet Financing LLC 2011-32 | 05/20/17 | 1.620 | 2,226,514 | ||||||||||
4,225,950 | Enterprise Fleet Financing LLC 2012-12 | 11/20/17 | 1.140 | 4,234,655 | ||||||||||
4,904,242 | Enterprise Fleet Financing LLC 2012-22 | 04/20/18 | 0.720 | 4,906,709 | ||||||||||
1,654,003 | Exeter Automobile Receivables | |||||||||||||
Trust 2012-1A2 | 08/15/16 | 2.020 | 1,656,595 | |||||||||||
4,192,434 | Exeter Automobile Receivables | |||||||||||||
Trust 2012-2A2 | 06/15/17 | 1.300 | 4,200,450 | |||||||||||
10,750,939 | Exeter Automobile Receivables | |||||||||||||
Trust 2013-1A2 | 10/16/17 | 1.290 | 10,769,355 |
The accompanying notes are an integral part of these financial statements.
4 |
BBH LIMITED DURATION FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
ASSET BACKED SECURITIES (continued) | ||||||||||||||
$ | 18,096,851 | Exeter Automobile Receivables | ||||||||||||
Trust 2013-2A2 | 11/15/17 | 1.490 | % | $ | 18,167,447 | |||||||||
20,394,950 | FNA Trust 2013-1A2 | 01/10/18 | 1.980 | 20,356,200 | ||||||||||
4,470,000 | Ford Credit Auto Owner Trust 2012-B | 02/15/18 | 2.080 | 4,572,314 | ||||||||||
4,000,000 | Ford Credit Auto Owner Trust 2013-C | 01/15/20 | 2.500 | 4,085,784 | ||||||||||
30,250,000 | Ford Credit Floorplan Master Owner | |||||||||||||
Trust 2010-32 | 02/15/17 | 4.200 | 31,142,042 | |||||||||||
15,784,387 | FRS LLC 2013-1A2 | 04/15/43 | 1.800 | 15,702,261 | ||||||||||
17,450,000 | GE Dealer Floorplan Master | |||||||||||||
Note Trust 2012-21 | 04/22/19 | 0.902 | 17,617,782 | |||||||||||
29,200,210 | Global Container Assets Ltd. 2013-1A2 | 11/05/28 | 2.200 | 29,462,691 | ||||||||||
22,077,000 | Global SC Finance II SRL 2012-1A2 | 07/19/27 | 4.110 | 22,232,113 | ||||||||||
9,450,000 | Hertz Vehicle Financing LLC 2010-1A2 | 02/25/17 | 3.740 | 9,899,451 | ||||||||||
32,660,000 | Hertz Vehicle Financing LLC 2011-1A2 | 03/25/18 | 3.290 | 34,341,696 | ||||||||||
8,350,000 | HLSS Servicer Advance Receivables | |||||||||||||
Backed Notes 2012-T22 | 10/15/45 | 1.990 | 8,408,450 | |||||||||||
10,350,000 | HLSS Servicer Advance Receivables | |||||||||||||
Backed Notes 2013-T12 | 01/16/46 | 1.495 | 10,341,720 | |||||||||||
17,090,000 | HLSS Servicer Advance Receivables | |||||||||||||
Backed Notes 2013-T32 | 05/15/46 | 1.793 | 16,823,396 | |||||||||||
14,550,000 | HLSS Servicer Advance Receivables | |||||||||||||
Backed Notes 2013-T42 | 08/15/44 | 1.183 | 14,557,275 | |||||||||||
16,430,000 | HLSS Servicer Advance Receivables | |||||||||||||
Backed Notes 2013-T62 | 09/15/44 | 1.287 | 16,439,858 | |||||||||||
8,499,903 | Honda Auto Receivables Owner | |||||||||||||
Trust 2012-1 | 01/15/16 | 0.770 | 8,517,379 | |||||||||||
15,620,000 | Huntington Auto Trust 2011-1A2 | 11/15/16 | 1.310 | 15,745,132 | ||||||||||
17,750,000 | Hyundai Auto Receivables Trust 2013-B | 02/15/19 | 1.710 | 17,733,599 | ||||||||||
9,656,096 | Leaf II Receivables Funding LLC 2012-12 | 10/15/16 | 1.250 | 9,659,958 | ||||||||||
8,510,000 | Leaf II Receivables Funding LLC 2013-12 | 10/15/16 | 1.330 | 8,501,490 | ||||||||||
8,972,000 | Leaf II Receivables Funding LLC 2013-12 | 09/15/21 | 1.980 | 8,984,561 | ||||||||||
4,470,000 | M&T Bank Auto Receivables | |||||||||||||
Trust 2013-1A2 | 03/15/19 | 2.160 | 4,535,740 | |||||||||||
4,644,605 | MMAF Equipment Finance LLC | |||||||||||||
2009-AA2 | 01/15/30 | 3.510 | 4,737,920 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 5 |
BBH LIMITED DURATION FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
ASSET BACKED SECURITIES (continued) | ||||||||||||||
$ | 14,790,000 | MMAF Equipment Finance LLC | ||||||||||||
2012-AA2 | 10/10/18 | 1.350 | % | $ | 14,863,018 | |||||||||
2,704,467 | Motor, Plc. 12A2 | 02/25/20 | 1.286 | 2,709,329 | ||||||||||
31,790,000 | Motor, Plc. 2014-1A1,2 | 08/25/21 | 0.645 | 31,786,360 | ||||||||||
14,365,293 | Nations Equipment Finance Funding I LLC | |||||||||||||
2013-1A2 | 11/20/16 | 1.697 | 14,365,293 | |||||||||||
3,140,000 | Nationstar Agency Advance Funding Trust | |||||||||||||
2013-T2A2 | 02/18/48 | 1.892 | 3,057,732 | |||||||||||
35,000,000 | Nationstar Mortgage Advance | |||||||||||||
Receivables Trust 2013-T3A2 | 06/20/48 | 2.438 | 34,244,000 | |||||||||||
8,223,558 | Navitas Equipment Receivables LLC | |||||||||||||
2013-12 | 11/15/16 | 1.950 | 8,227,498 | |||||||||||
23,422,501 | New Mexico State Educational | |||||||||||||
Assistance Foundation1 | 01/02/25 | 0.852 | 23,031,111 | |||||||||||
42,570,000 | New Residential Advance Receivables | |||||||||||||
Trust Advance Receivables Backed | ||||||||||||||
2014-T22 | 03/15/47 | 2.377 | 42,412,491 | |||||||||||
9,369,792 | New York City Tax Lien 2013-A2 | 11/10/26 | 1.190 | 9,369,792 | ||||||||||
17,300,000 | Nordstrom Private Label Credit Card | |||||||||||||
Master Note Trust 2011-1A2 | 11/15/19 | 2.280 | 17,716,134 | |||||||||||
28,770,000 | OneMain Financial Issuance Trust | |||||||||||||
2014-1 2014-1A2 | 06/18/24 | 2.430 | 28,769,425 | |||||||||||
11,180,000 | PFS Tax Lien Trust 2014-12 | 05/15/29 | 1.440 | 11,179,441 | ||||||||||
40,910 | Santander Drive Auto Receivables | |||||||||||||
Trust 2010-1 | 11/17/14 | 1.840 | 40,934 | |||||||||||
11,750,000 | Santander Drive Auto Receivables | |||||||||||||
Trust 2010-1 | 05/15/17 | 2.430 | 11,759,694 | |||||||||||
8,650,000 | Santander Drive Auto Receivables | |||||||||||||
Trust 2012-3 | 12/15/16 | 1.940 | 8,725,160 | |||||||||||
12,340,000 | Santander Drive Auto Receivables | |||||||||||||
Trust 2013-2 | 03/15/19 | 1.950 | 12,476,542 | |||||||||||
5,990,000 | Santander Drive Auto Receivables | |||||||||||||
Trust 2013-4 | 01/15/20 | 3.250 | 6,236,105 | |||||||||||
9,771,496 | SMART Trust 2011-1USA2 | 11/14/16 | 2.520 | 9,840,766 | ||||||||||
8,880,000 | SMART Trust 2011-4USA1,2 | 08/14/17 | 1.503 | 8,903,843 |
The accompanying notes are an integral part of these financial statements.
6 |
BBH LIMITED DURATION FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
ASSET BACKED SECURITIES (continued) | ||||||||||||||
$ | 13,690,000 | SMART Trust 2012-1USA2 | 12/14/17 | 2.010 | % | $ | 13,948,741 | |||||||
6,020,000 | SMART Trust 2012-2USA2 | 10/14/16 | 1.590 | 6,060,145 | ||||||||||
3,050,000 | SMART Trust 2012-4US | 03/14/17 | 0.970 | 3,060,675 | ||||||||||
18,190,000 | SMART Trust 2013-2US | 01/14/17 | 0.830 | 18,230,018 | ||||||||||
3,630,000 | SMART Trust 2013-2US | 02/14/19 | 1.180 | 3,611,487 | ||||||||||
7,130,184 | SNAAC Auto Receivables Trust 2013-1A2 | 07/16/18 | 1.140 | 7,139,232 | ||||||||||
15,780,000 | SNAAC Auto Receivables Trust 2014-1A2 | 09/17/18 | 1.030 | 15,784,150 | ||||||||||
9,900,000 | Spirit Master Funding VII LLC 2013-1A2 | 12/20/43 | 3.887 | 9,998,515 | ||||||||||
53,680,000 | Springleaf Funding Trust 2013-AA2 | 09/15/21 | 2.580 | 54,007,502 | ||||||||||
19,640,000 | Springleaf Funding Trust 2014-AA2 | 12/15/22 | 2.410 | 19,608,419 | ||||||||||
17,845,988 | STORE Master Funding LLC 2013-1A2 | 03/20/43 | 4.160 | 17,989,666 | ||||||||||
12,728,482 | STORE Master Funding LLC 2013-2A2 | 07/20/43 | 4.370 | 13,021,247 | ||||||||||
21,270,358 | STORE Master Funding LLC 2013-3A2 | 11/20/43 | 4.240 | 21,541,332 | ||||||||||
27,847,083 | TAL Advantage I LLC 2012-1A2 | 05/20/27 | 3.860 | 27,877,464 | ||||||||||
11,530,000 | Trade MAPS 1, Ltd. 2013-1A1,2 | 12/10/18 | 1.400 | 11,601,486 | ||||||||||
20,507,417 | Triton Container Finance LLC 2012-1A2 | 05/14/27 | 4.210 | 20,525,074 | ||||||||||
16,120,000 | Turquoise Card Backed Securities, Plc. | |||||||||||||
2011-1A1,2 | 09/15/16 | 0.902 | 16,139,666 | |||||||||||
33,330,000 | Turquoise Card Backed Securities, Plc. | |||||||||||||
2012-1A1,2 | 06/17/19 | 0.952 | 33,775,955 | |||||||||||
10,440,000 | Utah State Board of Regents 2011-11 | 05/01/29 | 1.088 | 10,491,782 | ||||||||||
18,350,000 | Volkswagen Credit Auto Master Trust | |||||||||||||
2011-1A1,2 | 09/20/16 | 0.832 | 18,390,297 | |||||||||||
2,588,939 | Westlake Automobile Receivables | |||||||||||||
Trust 2012-1A2 | 03/15/16 | 1.030 | 2,590,961 | |||||||||||
15,270,000 | Westlake Automobile Receivables | |||||||||||||
Trust 2013-1A2 | 01/15/18 | 1.120 | 15,323,338 | |||||||||||
2,989,309 | Wheels SPV LLC 2012-12 | 03/20/21 | 1.190 | 2,994,869 | ||||||||||
Total Asset Backed Securities | ||||||||||||||
(Identified cost $1,497,789,832) | 1,509,104,420 | |||||||||||||
LOAN PARTICIPATIONS AND ASSIGNMENTS (0.1%) | ||||||||||||||
5,000,000 | Dell International LLC Term C1 | 10/29/18 | 3.750 | 4,979,400 | ||||||||||
Total Loan Participations and Assignments | ||||||||||||||
(Identified cost $5,000,000) | 4,979,400 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 7 |
BBH LIMITED DURATION FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
COMMERCIAL MORTGAGE BACKED | ||||||||||||||
SECURITIES (7.0%) | ||||||||||||||
$ | 15,540,000 | Aventura Mall Trust 2013-AVM1,2 | 12/05/32 | 3.743 | % | $ | 15,777,498 | |||||||
31,807,000 | BB-UBS Trust 2012-TFT1,2 | 06/05/30 | 3.468 | 31,189,976 | ||||||||||
14,860,000 | Boca Hotel Portfolio Trust 2013-BOCA1,2 | 08/15/26 | 1.902 | 14,894,252 | ||||||||||
7,510,000 | Citigroup Commercial Mortgage | |||||||||||||
Trust 2013-SMP2 | 01/12/30 | 2.435 | 7,587,759 | |||||||||||
2,085,000 | Citigroup Commercial Mortgage | |||||||||||||
Trust 2013-SMP2 | 01/12/30 | 2.738 | 2,107,430 | |||||||||||
25,839,497 | Commercial Mortgage Pass Through | |||||||||||||
Certificates 2013-GAM2 | 02/10/28 | 1.705 | 25,334,903 | |||||||||||
9,690,000 | Commercial Mortgage Pass Through | |||||||||||||
Certificates 2013-GAM1,2 | 02/10/28 | 3.417 | 9,318,408 | |||||||||||
12,919,560 | Commercial Mortgage Pass Through | |||||||||||||
Certificates 2013-SFS2 | 04/12/35 | 1.873 | 12,544,854 | |||||||||||
22,660,000 | Commercial Mortgage Pass Through | |||||||||||||
Certificates 2014-TWC1,2 | 02/13/32 | 1.003 | 22,682,524 | |||||||||||
17,740,000 | GTP Acquisition Partners I LLC2 | 05/15/43 | 2.364 | 17,371,522 | ||||||||||
26,870,855 | GTP Cellular Sites LLC2 | 03/15/42 | 3.721 | 28,183,040 | ||||||||||
9,840,000 | Hilton USA Trust 2013-HLF1,2 | 11/05/30 | 1.653 | 9,852,418 | ||||||||||
15,070,000 | Hilton USA Trust 2013-HLF1,2 | 11/05/30 | 2.053 | 15,093,750 | ||||||||||
5,780,000 | JP Morgan Chase Commercial Mortgage | |||||||||||||
Securities Corp. 2011-PLSD2 | 11/13/44 | 3.364 | 6,046,007 | |||||||||||
14,860,000 | SBA Tower Trust2 | 12/15/42 | 2.933 | 15,083,138 | ||||||||||
40,700,000 | SBA Tower Trust2 | 04/15/43 | 2.240 | 40,044,120 | ||||||||||
15,700,000 | Unison Ground Lease Funding LLC2 | 04/15/40 | 5.349 | 16,961,181 | ||||||||||
14,500,000 | Wells Fargo Commercial Mortgage | |||||||||||||
Trust 2014-TISH1,2 | 02/15/27 | 2.003 | 14,518,140 | |||||||||||
Total Commercial Mortgage | ||||||||||||||
Backed Securities | ||||||||||||||
(Identified cost $305,149,034) | 304,590,920 |
The accompanying notes are an integral part of these financial statements.
8 |
BBH LIMITED DURATION FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
CORPORATE BONDS (25.4%) | ||||||||||||||
AIRLINES (0.2%) | ||||||||||||||
$ | 7,260,000 | British Airways, Plc.2 | 12/20/21 | 5.625 | % | $ | 7,750,050 | |||||||
BANKS (4.9%) | ||||||||||||||
16,090,000 | ANZ New Zealand Int’l, Ltd.2 | 03/24/16 | 1.125 | 16,156,661 | ||||||||||
7,229,000 | Australia & New Zealand | |||||||||||||
Banking Group, Ltd. | 10/06/17 | 1.875 | 7,332,671 | |||||||||||
21,000,000 | Bank of America Corp. | 01/15/15 | 5.000 | 21,630,000 | ||||||||||
11,125,000 | Bank of Montreal | 07/15/16 | 1.300 | 11,236,428 | ||||||||||
9,000,000 | Bank of Nova Scotia | 07/15/16 | 1.375 | 9,114,633 | ||||||||||
17,800,000 | Canadian Imperial Bank of Commerce | 07/18/16 | 1.350 | 18,041,350 | ||||||||||
5,511,000 | Citigroup, Inc. | 05/19/15 | 4.750 | 5,744,782 | ||||||||||
3,200,971 | FNBC 1993-A Pass Through Trust | 01/05/18 | 8.080 | 3,604,665 | ||||||||||
7,320,000 | Goldman Sachs Group, Inc. | 05/01/14 | 6.000 | 7,320,000 | ||||||||||
5,000,000 | Goldman Sachs Group, Inc.1 | 07/22/15 | 0.628 | 5,000,520 | ||||||||||
14,345,000 | Goldman Sachs Group, Inc. | 01/22/18 | 2.375 | 14,510,355 | ||||||||||
9,480,000 | ING Bank NV2 | 09/25/15 | 2.000 | 9,635,690 | ||||||||||
13,465,000 | JPMorgan Chase & Co. | 07/05/16 | 3.150 | 14,078,452 | ||||||||||
20,765,000 | Morgan Stanley | 04/28/15 | 6.000 | 21,847,272 | ||||||||||
15,405,000 | National Australia Bank, Ltd. | 07/25/16 | 1.300 | 15,551,024 | ||||||||||
12,955,000 | Royal Bank of Scotland, Plc. | 03/16/16 | 4.375 | 13,783,071 | ||||||||||
19,980,000 | Svenska Handelsbanken AB | 04/04/17 | 2.875 | 20,915,723 | ||||||||||
215,503,297 | ||||||||||||||
COMMERCIAL SERVICES (1.2%) | ||||||||||||||
6,300,000 | Alliance Data Systems Corp.2 | 12/01/17 | 5.250 | 6,646,500 | ||||||||||
5,000,000 | Alliance Data Systems Corp.2 | 04/01/20 | 6.375 | 5,325,000 | ||||||||||
21,268,000 | Experian Finance, Plc.2 | 06/15/17 | 2.375 | 21,588,679 | ||||||||||
8,755,000 | Western Union Co.1 | 08/21/15 | 1.234 | 8,803,573 | ||||||||||
6,155,000 | Western Union Co. | 12/10/17 | 2.875 | 6,312,149 | ||||||||||
3,250,000 | Western Union Co. | 08/22/18 | 3.650 | 3,363,601 | ||||||||||
52,039,502 | ||||||||||||||
COMPUTERS (0.1%) | ||||||||||||||
5,038,000 | Dell, Inc. | 04/01/16 | 3.100 | 5,138,760 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 9 |
BBH LIMITED DURATION FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
CORPORATE BONDS (continued) | ||||||||||||||
COSMETICS / PERSONAL CARE (0.7%) | ||||||||||||||
$ | 8,175,000 | Avon Products, Inc. | 03/15/16 | 2.375 | % | $ | 8,302,971 | |||||||
19,745,000 | Avon Products, Inc. | 03/15/20 | 4.600 | 20,170,564 | ||||||||||
28,473,535 | ||||||||||||||
DIVERSIFIED FINANCIAL SERVICES (4.5%) | ||||||||||||||
3,319,813 | 5400 Westheimer Court Depositor Corp.2 | 04/11/16 | 7.500 | 3,500,086 | ||||||||||
15,705,543 | AA Aircraft Financing 2013-1 LLC2 | 11/01/19 | 3.596 | 16,019,654 | ||||||||||
10,247,387 | Ahold Lease Series 2001-A-1 Pass | |||||||||||||
Through Trust | 01/02/20 | 7.820 | 11,477,074 | |||||||||||
18,603,871 | Blue Wing Asset Vehicle2 | 01/11/23 | 4.500 | 18,970,974 | ||||||||||
20,000,000 | CIC Central America Card | |||||||||||||
Receivables, Ltd.3 | 11/05/20 | 4.500 | 20,146,532 | |||||||||||
10,500,000 | CIC Receivables Master Trust3 | 10/07/21 | 4.890 | 10,520,650 | ||||||||||
702,860 | Citigroup Capital XIII1,4 | 10/30/40 | 7.875 | 19,159,964 | ||||||||||
28,730,000 | Denali Borrower LLC2 | 10/15/20 | 5.625 | 29,520,075 | ||||||||||
17,960,000 | Doric Nimrod Air Alpha 2013-1 Pass | |||||||||||||
Through Trust2 | 05/30/25 | 5.250 | 18,813,100 | |||||||||||
3,181,843 | Doric Nimrod Air Finance Alpha, Ltd. | |||||||||||||
2012-1 (Class A) Pass Through Trust2 | 11/30/24 | 5.125 | 3,311,328 | |||||||||||
17,620,000 | General Motors Financial Co., Inc. | 05/15/16 | 2.750 | 17,884,300 | ||||||||||
6,685,035 | LS Power Funding Corp. | 12/30/16 | 8.080 | 7,202,322 | ||||||||||
16,349,000 | Murray Street Investment Trust I | 03/09/17 | 4.647 | 17,703,564 | ||||||||||
194,229,623 | ||||||||||||||
ELECTRIC (0.7%) | ||||||||||||||
25,715,000 | Korea East-West Power Co., Ltd.2 | 11/27/18 | 2.625 | 25,741,538 | ||||||||||
5,580,000 | TransAlta Corp. | 05/15/18 | 6.650 | 6,353,912 | ||||||||||
32,095,450 | ||||||||||||||
ENGINEERING & CONSTRUCTION (0.3%) | ||||||||||||||
11,674,800 | Odebrecht Offshore Drilling | |||||||||||||
Finance, Ltd.2 | 10/01/22 | 6.750 | 12,214,760 | |||||||||||
FOOD (0.4%) | ||||||||||||||
16,805,000 | HJ Heinz Co.2 | 10/15/20 | 4.250 | 16,561,328 |
The accompanying notes are an integral part of these financial statements.
10 |
BBH LIMITED DURATION FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
CORPORATE BONDS (continued) | ||||||||||||||
HEALTHCARE-PRODUCTS(0.9%) | ||||||||||||||
$ | 9,445,000 | Hospira, Inc. | 03/30/17 | 6.050 | % | $ | 10,432,824 | |||||||
28,495,000 | Mallinckrodt International Finance S.A. | 04/15/18 | 3.500 | 28,281,288 | ||||||||||
38,714,112 | ||||||||||||||
HEALTHCARE-SERVICES(0.5%) | ||||||||||||||
21,145,000 | HCA, Inc. | 03/15/19 | 3.750 | 21,303,587 | ||||||||||
INSURANCE (1.7%) | ||||||||||||||
25,097,000 | ACE INA Holdings, Inc. | 06/15/14 | 5.875 | 25,255,990 | ||||||||||
4,130,000 | Everest Reinsurance Holdings, Inc. | 10/15/14 | 5.400 | 4,211,588 | ||||||||||
11,050,000 | Vitality Re IV, Ltd.1,2 | 01/09/17 | 2.750 | 11,327,355 | ||||||||||
33,100,000 | Vitality Re V, Ltd.1,2 | 01/07/20 | 1.750 | 33,096,690 | ||||||||||
73,891,623 | ||||||||||||||
INTERNET (0.9%) | ||||||||||||||
34,875,000 | Expedia, Inc. | 08/15/20 | 5.950 | 38,675,015 | ||||||||||
MEDIA (0.6%) | ||||||||||||||
11,490,000 | Gannett Co., Inc.2 | 10/15/19 | 5.125 | 11,963,962 | ||||||||||
14,253,000 | NBCUniversal Media LLC | 04/30/15 | 3.650 | 14,711,548 | ||||||||||
26,675,510 | ||||||||||||||
OFFICE / BUSINESS EQUIPMENT (0.5%) | ||||||||||||||
20,835,000 | Xerox Corp. | 05/15/14 | 8.250 | 20,880,170 | ||||||||||
OIL & GAS (2.5%) | ||||||||||||||
7,120,000 | Korea National Oil Corp.2 | 04/03/17 | 3.125 | 7,386,687 | ||||||||||
16,935,000 | Korea National Oil Corp.2 | 01/23/19 | 2.750 | 17,046,229 | ||||||||||
24,709,500 | Odebrecht Drilling Norbe VIII/IX, Ltd.2 | 06/30/21 | 6.350 | 25,975,862 | ||||||||||
18,280,000 | Petrobras Global Finance BV | 05/20/16 | 2.000 | 18,255,103 | ||||||||||
21,825,000 | Petrobras Global Finance BV1 | 01/15/19 | 2.366 | 21,683,137 | ||||||||||
13,000,000 | Petroleos Mexicanos | 03/15/15 | 4.875 | 13,422,500 | ||||||||||
5,000,000 | Plains Exploration & Production Co. | 04/01/20 | 7.625 | 5,493,750 | ||||||||||
109,263,268 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 11 |
BBH LIMITED DURATION FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
CORPORATE BONDS (continued) | ||||||||||||||
PIPELINES (0.4%) | ||||||||||||||
$ | 18,283,000 | Williams Partners LP | 02/15/15 | 3.800 | % | $ | 18,725,028 | |||||||
REAL ESTATE (1.2%) | ||||||||||||||
32,965,000 | Deutsche Annington Finance BV2 | 10/02/17 | 3.200 | 33,949,829 | ||||||||||
18,035,000 | Prologis International Funding II SA2 | 02/15/20 | 4.875 | 19,180,944 | ||||||||||
53,130,773 | ||||||||||||||
REAL ESTATE INVESTMENT TRUSTS (3.2%) | ||||||||||||||
32,277,000 | American Tower Corp. | 04/01/15 | 4.625 | 33,415,926 | ||||||||||
42,310,000 | ARC Properties Operating Partnership | |||||||||||||
LP/Clark Acquisition LLC2 | 02/06/17 | 2.000 | 42,361,957 | |||||||||||
19,775,000 | Digital Realty Trust LP | 07/15/15 | 4.500 | 20,439,539 | ||||||||||
250,000 | HCP, Inc. | 01/30/18 | 6.700 | 291,785 | ||||||||||
17,375,000 | ProLogis LP | 08/15/17 | 4.500 | 18,818,810 | ||||||||||
22,000,000 | Senior Housing Properties Trust | 05/01/19 | 3.250 | 22,163,570 | ||||||||||
137,491,587 | ||||||||||||||
Total Corporate Bonds | ||||||||||||||
(Identified cost $1,084,218,412) | 1,102,756,978 | |||||||||||||
MUNICIPAL BONDS (2.8%) | ||||||||||||||
4,250,000 | California Pollution Control Financing | |||||||||||||
Authority1 | 11/01/38 | 0.850 | 4,250,000 | |||||||||||
4,250,000 | Granite City, Illinois1 | 05/01/27 | 0.850 | 4,250,000 | ||||||||||
4,250,000 | King George County Economic | |||||||||||||
Development Authority1 | 06/01/23 | 0.850 | 4,250,000 | |||||||||||
1,470,000 | Minnesota State Tobacco | |||||||||||||
Securitization Authority | 03/01/15 | 3.093 | 1,498,047 | |||||||||||
20,940,000 | New Jersey State Economic | |||||||||||||
Development Authority5 | 02/15/17 | 2.630 | 19,898,444 | |||||||||||
28,005,000 | New Jersey State Economic | |||||||||||||
Development Authority5,6 | 02/15/18 | 3.431 | 25,605,812 | |||||||||||
7,765,000 | New Jersey State Turnpike Authority | 01/01/16 | 4.252 | 8,022,643 | ||||||||||
17,300,000 | Pennsylvania State Economic | |||||||||||||
Development Financing Authority1 | 07/01/41 | 2.625 | 17,326,642 |
The accompanying notes are an integral part of these financial statements.
12 |
BBH LIMITED DURATION FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
MUNICIPAL BONDS (continued) | ||||||||||||||
$ | 27,090,000 | State of Illinois | 03/01/16 | 4.961 | % | $ | 28,910,448 | |||||||
7,110,000 | State of Illinois | 03/01/18 | 5.200 | 7,766,040 | ||||||||||
Total Municipal Bonds | ||||||||||||||
(Identified cost $119,240,354) | 121,778,076 | |||||||||||||
U.S. GOVERNMENT AGENCY | ||||||||||||||
OBLIGATIONS (6.0%) | ||||||||||||||
75,000,000 | Fannie Mae Discount Notes5 | 06/25/14 | 0.050 | 74,994,271 | ||||||||||
35,000,000 | Federal Home Loan Bank | |||||||||||||
Discount Notes5 | 05/21/14 | 0.070 | 34,998,639 | |||||||||||
50,000,000 | Federal Home Loan Bank | |||||||||||||
Discount Notes5 | 05/30/14 | 0.050 | 49,997,986 | |||||||||||
25,000,000 | Federal Home Loan Bank | |||||||||||||
Discount Notes5 | 07/16/14 | 0.065 | 24,997,900 | |||||||||||
256,341 | Federal Home Loan Mortgage Corp. | |||||||||||||
(FHLMC) Non Gold Guaranteed1 | 04/01/36 | 2.410 | 274,772 | |||||||||||
128,062 | Federal Home Loan Mortgage Corp. | |||||||||||||
(FHLMC) Non Gold Guaranteed1 | 12/01/36 | 2.115 | 135,178 | |||||||||||
87,753 | Federal Home Loan Mortgage Corp. | |||||||||||||
(FHLMC) Non Gold Guaranteed1 | 01/01/37 | 2.370 | 94,011 | |||||||||||
220,386 | Federal Home Loan Mortgage Corp. | |||||||||||||
(FHLMC) Non Gold Guaranteed1 | 02/01/37 | 2.454 | 237,489 | |||||||||||
21,359,647 | Federal National Mortgage | |||||||||||||
Association (FNMA) | 07/01/35 | 5.000 | 23,516,658 | |||||||||||
1,503,722 | Federal National Mortgage | |||||||||||||
Association (FNMA) | 11/01/35 | 5.500 | 1,672,817 | |||||||||||
132,064 | Federal National Mortgage | |||||||||||||
Association (FNMA)1 | 07/01/36 | 2.736 | 140,835 | |||||||||||
247,582 | Federal National Mortgage | |||||||||||||
Association (FNMA)1 | 09/01/36 | 2.406 | 264,974 | |||||||||||
195,907 | Federal National Mortgage | |||||||||||||
Association (FNMA)1 | 01/01/37 | 2.513 | 208,353 | |||||||||||
1,314,615 | Federal National Mortgage | |||||||||||||
Association (FNMA) | 08/01/37 | 5.500 | 1,461,738 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 13 |
BBH LIMITED DURATION FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
U.S. GOVERNMENT AGENCY | ||||||||||||||
OBLIGATIONS (continued) | ||||||||||||||
$ | 14,185,055 | Federal National Mortgage | ||||||||||||
Association (FNMA) | 08/01/37 | 5.500 | % | $ | 15,787,105 | |||||||||
6,708,179 | Federal National Mortgage | |||||||||||||
Association (FNMA) | 06/01/40 | 6.500 | 7,545,138 | |||||||||||
25,000,000 | Freddie Mac Discount Notes5 | 06/04/14 | 0.050 | 24,998,819 | ||||||||||
26,057 | Government National Mortgage | |||||||||||||
Association (GNMA)1 | 08/20/29 | 1.625 | 27,047 | |||||||||||
Total U.S. Government Agency Obligations | ||||||||||||||
(Identified cost $260,484,524) | 261,353,730 | |||||||||||||
U.S. INFLATION LINKED DEBT (7.1%) | ||||||||||||||
299,426,086 | U.S. Treasury Inflation Indexed Note | 04/15/17 | 0.125 | 308,806,506 | ||||||||||
Total U.S. Inflation Linked Debt | ||||||||||||||
(Identified cost $315,422,658) | 308,806,506 | |||||||||||||
CERTIFICATES OF DEPOSIT (9.0%) | ||||||||||||||
74,000,000 | Bank of Nova Scotia | 06/17/14 | 0.150 | 74,000,000 | ||||||||||
23,000,000 | Bank of Tokyo-Mitsubishi UFJ, Ltd. | 05/08/14 | 0.190 | 23,000,000 | ||||||||||
62,850,000 | Bank of Tokyo-Mitsubishi UFJ, Ltd. | 06/17/14 | 0.190 | 62,850,000 | ||||||||||
108,150,000 | Credit Suisse | 06/24/14 | 0.170 | 108,150,000 | ||||||||||
64,000,000 | Standard Chartered Bank | 05/15/14 | 0.180 | 64,000,000 | ||||||||||
40,750,000 | Svenska Handelsbanken | 05/12/14 | 0.155 | 40,750,062 | ||||||||||
20,000,000 | Svenska Handelsbanken | 05/21/14 | 0.160 | 20,000,000 | ||||||||||
Total Certificates of Deposit | ||||||||||||||
(Identified cost $392,750,062) | 392,750,062 | |||||||||||||
COMMERCIAL PAPER (1.7%) | ||||||||||||||
50,000,000 | ING US Funding LLC5 | 05/19/14 | 0.200 | 49,995,000 | ||||||||||
25,000,000 | ING US Funding LLC5 | 06/04/14 | 0.180 | 24,995,750 | ||||||||||
Total Commercial Paper | ||||||||||||||
(Identified cost $74,990,750) | 74,990,750 | |||||||||||||
TIME DEPOSITS (3.2%) | ||||||||||||||
140,000,000 | Wells Fargo Bank NA | 05/01/14 | 0.110 | 140,000,000 | ||||||||||
Total Time Deposits | ||||||||||||||
(Identified cost $140,000,000) | 140,000,000 |
The accompanying notes are an integral part of these financial statements.
14 |
BBH LIMITED DURATION FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
U.S. TREASURY BILLS (3.9%) | ||||||||||||||
$ | 95,500,000 | U.S. Treasury Bill5,6,7 | 05/08/14 | 0.034 | % | $ | 95,499,360 | |||||||
75,000,000 | U.S. Treasury Bill5,6 | 05/29/14 | 0.042 | 74,997,546 | ||||||||||
Total U.S. Treasury Bills | ||||||||||||||
(Identified cost $170,496,906) | 170,496,906 | |||||||||||||
TOTAL INVESTMENTS (Identified cost $4,365,542,532)8 | 100.9 | % | $ | 4,391,607,748 | ||||||||||
LIABILITIES IN EXCESS OF OTHER ASSETS | (0.9 | ) | (41,079,109 | ) | ||||||||||
NET ASSETS | 100.0 | % | $ | 4,350,528,639 |
1 | Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the April 30, 2014 coupon or interest rate. |
2 | Security exempt from registration under Rule 144A of the Securities Act of 1933, as amended. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. Total market value of Rule 144A securities owned at April 30, 2014 was $1,997,950,471 or 45.9% of net assets. Unless otherwise noted, these securities are not considered illiquid. |
3 | Illiquid security. |
4 | Trust preferred security. |
5 | Coupon represents a yield to maturity. |
6 | Coupon represents a weighted average yield. |
7 | All or a portion of this security is held at the broker as collateral for open futures contracts. |
8 | The aggregate cost for federal income tax purposes is $4,365,542,532, the aggregate gross unrealized appreciation is $37,894,124 and the aggregate gross unrealized depreciation is $11,828,908, resulting in net unrealized appreciation of $26,065,216. |
Abbreviations:
FHLMC – Federal Home Loan Mortgage Corporation.
FNMA – Federal National Mortgage Association.
GNMA – Government National Mortgage Association.
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 15 |
BBH LIMITED DURATION FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
FAIR VALUE MEASUREMENTS
The Fund is required to disclose information regarding the fair value measurements of the Fund’s assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure requirement established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including, for example, the risk inherent in a particular valuation technique used to measure fair value, including the model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the Fund’s own considerations about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
The three levels defined by the fair value hierarchy are as follows:
— | Level 1 – unadjusted quoted prices in active markets for identical investments. |
— | Level 2 – significant other observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.). |
— | Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the investment adviser. The investment adviser considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the investment adviser’s perceived risk of that instrument.
The accompanying notes are an integral part of these financial statements.
16 |
BBH LIMITED DURATION FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Financial assets within level 1 are based on quoted market prices in active markets. The Fund does not adjust the quoted price for these instruments.
Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. These include investment-grade corporate bonds, U.S. Treasury notes and bonds, and certain non-U.S. sovereign obligations and over-the-counter derivatives. As level 2 financial assets include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.
Financial assets classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 financial assets include private equity and certain corporate debt securities. As observable prices are not available for these securities, valuation techniques are used to derive fair value.
Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon the actual sale of those investments.
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 17 |
BBH LIMITED DURATION FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2014.
Investments, at value | Unadjusted Quoted Prices in Active Markets for Identical Investments (Level 1)* | Significant Other Observable Inputs (Level 2)* | Significant Unobservable Inputs (Level 3)* | Balance as of April 30, 2014 | ||||||||||||
Asset Backed Securities | $ | — | $ | 1,509,104,420 | $ | — | $ | 1,509,104,420 | ||||||||
Loan Participations and | ||||||||||||||||
Assignments | — | 4,979,400 | — | 4,979,400 | ||||||||||||
Commercial Mortgage | ||||||||||||||||
Backed Securities | — | 304,590,920 | — | 304,590,920 | ||||||||||||
Corporate Bonds | 19,159,964 | 1,083,597,014 | — | 1,102,756,978 | ||||||||||||
Municipal Bonds | — | 121,778,076 | — | 121,778,076 | ||||||||||||
U.S. Government Agency | ||||||||||||||||
Obligations | — | 261,353,730 | — | 261,353,730 | ||||||||||||
U.S. Inflation Linked Debt | — | 308,806,506 | — | 308,806,506 | ||||||||||||
Certificates of Deposit | — | 392,750,062 | — | 392,750,062 | ||||||||||||
Commercial Paper | — | 74,990,750 | — | 74,990,750 | ||||||||||||
Time Deposits | — | 140,000,000 | — | 140,000,000 | ||||||||||||
U.S. Treasury Bills | — | 170,496,906 | — | 170,496,906 | ||||||||||||
Total Investments, at value | $ | 19,159,964 | $ | 4,372,447,784 | $ | — | $ | 4,391,607,748 | ||||||||
Other Financial Instruments, at value | ||||||||||||||||
Financial Futures Contracts | $ | 1,153,373 | $ | — | $ | — | $ | 1,153,373 | ||||||||
Other Financial Instruments, | ||||||||||||||||
at value | $ | 1,153,373 | $ | — | $ | — | $ | 1,153,373 |
* | The Fund’s policy is to disclose transfers between levels based on valuations at the end of the reporting period. There were no transfers between Levels 1, 2 or 3 as of April 30, 2014, based on the valuation input levels on October 31, 2013. |
The accompanying notes are an integral part of these financial statements.
18 |
BBH LIMITED DURATION FUND |
STATEMENT OF ASSETS AND LIABILITIES |
April 30, 2014 (unaudited) |
ASSETS: | ||||
Investments in securities, at value (Identified cost $4,365,542,532) | $ | 4,391,607,748 | ||
Cash | 16,241,897 | |||
Receivables for: | ||||
Interest | 11,416,063 | |||
Shares sold | 8,060,870 | |||
Investments sold | 15,320 | |||
Prepaid assets | 7,906 | |||
Total Assets | 4,427,349,804 | |||
LIABILITIES: | ||||
Payables for: | ||||
Investments purchased | 71,487,745 | |||
Futures variation margin on open contracts | 2,766,782 | |||
Shares redeemed | 1,115,000 | |||
Investment advisory and administrative fees | 931,878 | |||
Shareholder servicing fees | 391,956 | |||
Custody and fund accounting fees | 37,099 | |||
Professional fees | 19,288 | |||
Board of Trustees’ fees | 7,571 | |||
Transfer agent fees | 2,501 | |||
Distributor fees | 2,283 | |||
Accrued expenses and other liabilities | 59,062 | |||
Total Liabilities | 76,821,165 | |||
NET ASSETS | $ | 4,350,528,639 | ||
Net Assets Consist of: | ||||
Paid-in capital | $ | 4,316,292,555 | ||
Undistributed net investment income | 11,053 | |||
Accumulated net realized gain on investments in securities | ||||
and futures contracts | 7,006,442 | |||
Net unrealized appreciation/(depreciation) on investments in | ||||
securities and futures contracts | 27,218,589 | |||
Net Assets | $ | 4,350,528,639 | ||
NET ASSET VALUE AND OFFERING PRICE PER SHARE | ||||
CLASS N SHARES | ||||
($2,356,523,738 ÷ 227,457,302 shares outstanding) | $ | 10.36 | ||
CLASS I SHARES | ||||
($1,994,004,901 ÷ 192,514,465 shares outstanding) | $ | 10.36 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 19 |
BBH LIMITED DURATION FUND |
STATEMENT OF OPERATIONS |
For the six months ended April 30, 2014 (unaudited) |
NET INVESTMENT INCOME: | ||||
Income: | ||||
Dividends | $ | 352,269 | ||
Interest and other income (net of foreign withholding taxes of $58,154) | 35,905,486 | |||
Total Income | 36,257,755 | |||
Expenses: | ||||
Investment advisory and administrative fees | 5,150,396 | |||
Shareholder servicing fees | 2,310,264 | |||
Custody and fund accounting fees | 144,448 | |||
Board of Trustees’ fees | 48,388 | |||
Professional fees | 34,651 | |||
Distributor fees | 25,150 | |||
Transfer agent fees | 11,899 | |||
Miscellaneous expenses | 111,333 | |||
Total Expenses | 7,836,529 | |||
Expense offset arrangement | (1,474 | ) | ||
Net Expenses | 7,835,055 | |||
Net Investment Income | 28,422,700 | |||
NET REALIZED AND UNREALIZED GAIN: | ||||
Net realized gain on investments in securities | 6,209,725 | |||
Net realized loss on futures contracts | (19,681,205 | ) | ||
Net realized loss on investments in securities and futures contracts | (13,471,480 | ) | ||
Net change in unrealized appreciation/(depreciation) on | ||||
investments in securities | 8,865,962 | |||
Net change in unrealized appreciation/(depreciation) on | ||||
futures contracts | 21,636,297 | |||
Net change in unrealized appreciation/(depreciation) on investments | ||||
in securities and futures contracts | 30,502,259 | |||
Net Realized and Unrealized Gain | 17,030,779 | |||
Net Increase in Net Assets Resulting from Operations | $ | 45,453,479 |
The accompanying notes are an integral part of these financial statements.
20 |
BBH LIMITED DURATION FUND |
STATEMENTS OF CHANGES IN NET ASSETS |
For the six months ended April 30, 2014 (unaudited) | For the year ended October 31, 2013 | |||||||
INCREASE IN NET ASSETS: | ||||||||
Operations: | ||||||||
Net investment income | $ | 28,422,700 | $ | 52,441,611 | ||||
Net realized gain (loss) on investments in securities | ||||||||
and futures contracts | (13,471,480 | ) | 32,496,632 | |||||
Net change in unrealized appreciation/(depreciation) | ||||||||
on investments in securities and futures | ||||||||
contracts | 30,502,259 | (55,176,704 | ) | |||||
Net increase in net assets resulting | ||||||||
from operations | 45,453,479 | 29,761,539 | ||||||
Dividends and distributions declared: | ||||||||
From net investment income: | ||||||||
Class N | (15,907,235 | ) | (28,079,044 | ) | ||||
Class I | (13,025,849 | ) | (24,177,010 | ) | ||||
From net realized gains: | ||||||||
Class N | (7,552,495 | ) | (4,814,319 | ) | ||||
Class I | (4,638,860 | ) | (3,217,373 | ) | ||||
Total dividends and distributions declared | (41,124,439 | ) | (60,287,746 | ) | ||||
Share transactions: | ||||||||
Proceeds from sales of shares | 1,688,592,114 | 2,962,279,559 | ||||||
Net asset value of shares issued to shareholders | ||||||||
for reinvestment of dividends and distributions | 40,713,182 | 59,349,601 | ||||||
Cost of shares redeemed | (1,000,889,241 | ) | (2,313,993,533 | ) | ||||
Net increase in net assets resulting from | ||||||||
share transactions | 728,416,055 | 707,635,627 | ||||||
Total increase in net assets | 732,745,095 | 677,109,420 | ||||||
NET ASSETS: | ||||||||
Beginning of period | 3,617,783,544 | 2,940,674,124 | ||||||
End of period (including undistributed net investment | ||||||||
income of $11,053 and $521,437, respectively) | $ | 4,350,528,639 | $ | 3,617,783,544 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 21 |
BBH LIMITED DURATION FUND |
FINANCIAL HIGHLIGHTS |
Selected per share data and ratios for a Class N share outstanding throughout each period. |
For the six months ended April 30, 2014 (unaudited) | For the years ended October 31, | |||||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||||||
Net asset value, beginning | ||||||||||||||||||||||||
of period | $ | 10.35 | $ | 10.44 | $ | 10.34 | $ | 10.46 | $ | 10.24 | $ | 9.31 | ||||||||||||
Income from investment operations: | ||||||||||||||||||||||||
Net investment income1 | 0.07 | 0.15 | 0.18 | 0.17 | 0.25 | 0.30 | ||||||||||||||||||
Net realized and unrealized | ||||||||||||||||||||||||
gain (loss) | 0.04 | (0.06 | ) | 0.14 | (0.12 | ) | 0.21 | 0.96 | ||||||||||||||||
Total income from investment | ||||||||||||||||||||||||
operations | 0.11 | 0.09 | 0.32 | 0.05 | 0.46 | 1.26 | ||||||||||||||||||
Less dividends and distributions: | ||||||||||||||||||||||||
From net investment income | (0.07 | ) | (0.15 | ) | (0.18 | ) | (0.17 | ) | (0.24 | ) | (0.33 | ) | ||||||||||||
From net realized gains | (0.03 | ) | (0.03 | ) | (0.04 | ) | — | — | — | |||||||||||||||
Total dividends and | ||||||||||||||||||||||||
distributions | (0.10 | ) | (0.18 | ) | (0.22 | ) | (0.17 | ) | (0.24 | ) | (0.33 | ) | ||||||||||||
Short-term redemption fees | — | — | — | 0.00 | 2 | 0.00 | 2 | — | ||||||||||||||||
Net asset value, end of period | $ | 10.36 | $ | 10.35 | $ | 10.44 | $ | 10.34 | $ | 10.46 | $ | 10.24 | ||||||||||||
Total return | 1.11 | % | 0.82 | % | 3.13 | % | 0.52 | % | 4.58 | % | 13.63 | % | ||||||||||||
Ratios/Supplemental data: | ||||||||||||||||||||||||
Net assets, end of period | ||||||||||||||||||||||||
(in millions) | $ | 2,357 | $ | 2,170 | $ | 1,776 | $ | 1,336 | $ | 1,287 | $ | 870 | ||||||||||||
Ratio of expenses to average net | ||||||||||||||||||||||||
assets before reductions | 0.48 | %3 | 0.49 | % | 0.50 | % | 0.49 | % | 0.49 | % | 0.52 | % | ||||||||||||
Expense offset arrangement | 0.00 | %3,4 | 0.00 | %4 | 0.00 | %4 | 0.00 | %4 | 0.00 | %4 | 0.00 | %4 | ||||||||||||
Ratio of expenses to average net | ||||||||||||||||||||||||
assets after reductions | 0.48 | %3 | 0.49 | % | 0.50 | % | 0.49 | % | 0.49 | % | 0.52 | % | ||||||||||||
Ratio of net investment income to | ||||||||||||||||||||||||
average net assets | 1.36 | %3 | 1.44 | % | 1.75 | % | 1.66 | % | 2.38 | % | 2.96 | % | ||||||||||||
Portfolio turnover rate | 16 | % | 48 | % | 38 | % | 28 | % | 40 | % | 125 | % |
1 | Calculated using average shares outstanding for the period. |
2 | Less than $0.01 |
3 | Annualized |
4 | Less than 0.01% |
The accompanying notes are an integral part of these financial statements.
22 |
BBH LIMITED DURATION FUND |
FINANCIAL HIGHLIGHTS (continued) |
Selected per share data and ratios for a Class I share outstanding throughout each period. |
For the six months ended April 30, 2014 (unaudited) | For the years ended October 31, | |||||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||||||
Net asset value, beginning | ||||||||||||||||||||||||
of period | $ | 10.35 | $ | 10.44 | $ | 10.34 | $ | 10.46 | $ | 10.23 | $ | 9.31 | ||||||||||||
Income from investment operations: | ||||||||||||||||||||||||
Net investment income1 | 0.08 | 0.17 | 0.20 | 0.19 | 0.26 | 0.31 | ||||||||||||||||||
Net realized and unrealized | ||||||||||||||||||||||||
gain (loss) | 0.04 | (0.06 | ) | 0.14 | (0.12 | ) | 0.23 | 0.95 | ||||||||||||||||
Total income from investment | ||||||||||||||||||||||||
operations | 0.12 | 0.11 | 0.34 | 0.07 | 0.49 | 1.26 | ||||||||||||||||||
Less dividends and distributions: | ||||||||||||||||||||||||
From net investment income | (0.08 | ) | (0.17 | ) | (0.20 | ) | (0.19 | ) | (0.26 | ) | (0.34 | ) | ||||||||||||
From net realized gains | (0.03 | ) | (0.03 | ) | (0.04 | ) | — | — | — | |||||||||||||||
Total dividends and | ||||||||||||||||||||||||
distributions | (0.11 | ) | (0.20 | ) | (0.24 | ) | (0.19 | ) | (0.26 | ) | (0.34 | ) | ||||||||||||
Short-term redemption fees | — | — | — | 0.00 | 2 | 0.00 | 2 | — | ||||||||||||||||
Net asset value, end of period | $ | 10.36 | $ | 10.35 | $ | 10.44 | $ | 10.34 | $ | 10.46 | $ | 10.23 | ||||||||||||
Total return | 1.21 | % | 1.01 | % | 3.31 | % | 0.67 | % | 4.83 | % | 13.67 | % | ||||||||||||
Ratios/Supplemental data: | ||||||||||||||||||||||||
Net assets, end of period | ||||||||||||||||||||||||
(in millions) | $ | 1,994 | $ | 1,448 | $ | 1,165 | $ | 825 | $ | 926 | $ | 455 | ||||||||||||
Ratio of expenses to average net | ||||||||||||||||||||||||
assets before reductions | 0.28 | %3 | 0.29 | % | 0.31 | % | 0.33 | % | 0.34 | % | 0.37 | % | ||||||||||||
Expense offset arrangement | 0.00 | %3,4 | 0.00 | %4 | 0.00 | %4 | 0.00 | %4 | 0.00 | %4 | 0.00 | %4 | ||||||||||||
Ratio of expenses to average net | ||||||||||||||||||||||||
assets after reductions | 0.28 | %3 | 0.29 | % | 0.31 | % | 0.33 | % | 0.34 | % | 0.37 | % | ||||||||||||
Ratio of net investment income to | ||||||||||||||||||||||||
average net assets | 1.58 | %3 | 1.63 | % | 1.93 | % | 1.82 | % | 2.52 | % | 3.11 | % | ||||||||||||
Portfolio turnover rate | 16 | % | 48 | % | 38 | % | 28 | % | 40 | % | 125 | % |
1 | Calculated using average shares outstanding for the period. |
2 | Less than $0.01 |
3 | Annualized |
4 | Less than 0.01% |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 23 |
BBH LIMITED DURATION FUND |
NOTES TO FINANCIAL STATEMENTS |
April 30, 2014 (unaudited) |
1. | Organization. The Fund is a separate, diversified series of BBH Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust was originally organized under the laws of the State of Maryland on July 16, 1990 as BBH Fund, Inc. and re-organized as a Delaware statutory trust on June 12, 2007. The Fund commenced operations on December 22, 2000. On August 6, 2002, the Board of Trustees (“Board”) of the Trust reclassified the Fund’s outstanding shares as “Class N,” and established a new class of shares designated as “Class I”. Class I commenced operations on December 3, 2002. Class N and Class I shares have different operating expenses. Neither Class N shares nor Class I shares convert to any other share class of the Fund. As of April 30, 2014, there were six series of the Trust. |
2. | Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”). The following summarizes significant accounting policies of the Fund: |
A. | Valuation of Investments. Bonds and other fixed income securities, including restricted securities (other than short-term obligations but including listed issues) are valued at their most recent bid prices (sales price if the principal market is an exchange) in the principal market in which such securities are normally traded, on the basis of valuations furnished by a pricing service, use of which has been approved by the Board. In making such valuations, the pricing service utilizes both dealer supplied valuations and electronic data processing techniques, which take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data, without exclusive reliance upon quoted prices, or exchange or over-the-counter prices, since such valuations are believed to reflect more accurately the fair value of such securities. Future contacts held by the Fund are value daily at the official settlement price of the exchange on which it is traded. |
Securities or other assets for which market quotations are not readily available are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. Short-term investments, which mature in 60 days or less are valued at amortized cost if their original maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if their original maturity when acquired by the Fund was more than 60 days, unless the use of amortized cost is determined not to represent “fair value” by the Board.
B. | Accounting for Investments and Income. Investment transactions are accounted for on the trade date. Realized gains and losses on investment transactions are determined based on the identified cost method. Interest income is accrued daily and consists of interest accrued, discount earned (including, if any, both original issue and market discount) and premium amortization on the investments of the Fund. Interest income is accrued daily. Investment income is recorded net of any |
24 |
BBH LIMITED DURATION FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
foreign taxes withheld where recovery of such tax is uncertain. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivable when the collection of all or a portion of interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.
C. | Fund Expenses. Most expenses of the Trust can be directly attributed to a specific fund. Expenses which cannot be directly attributed to a fund are apportioned amongst each fund in the Trust equally. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. |
D. | Financial Futures Contracts. The Fund may enter into open futures contracts in order to hedge against anticipated future changes in interest rates which otherwise might either adversely affect the value of securities held for the Fund or adversely affect the prices of securities that are intended to be purchased at a later date for the Fund. The contractual amount of the futures contracts represents the investment the Fund has in a particular contract and does not necessarily represent the amounts potentially subject to risk of loss. Trading in futures contracts involves, to varying degrees, risk of loss in excess of any futures variation margin reflected in the Statement of Assets and Liabilities. The measurement of risk associated with futures contracts is meaningful only when all related and offsetting transactions are considered. Gains and losses are realized upon the expiration or closing of the futures contracts. The following futures contracts were open at April 30, 2014: |
Description | Number of Contracts | Expiration Date | Market Value | Notional Amount | Unrealized Gain / (Loss) | |||||||||||||
Contracts to Sell: | ||||||||||||||||||
U.S. Treasury 2-Year Notes | 1,920 | June 2014 | $ | 422,160,000 | $ | 422,070,010 | $ | (89,990 | ) | |||||||||
U.S. Treasury 5-Year Notes | 6,150 | June 2014 | 734,636,719 | 736,078,125 | 1,441,406 | |||||||||||||
U.S. Treasury 10-Year Notes | 1,690 | June 2014 | 210,272,969 | 210,074,926 | (198,043 | ) | ||||||||||||
$ | 1,153,373 |
Risks related to the use of futures contracts include possible illiquidity of the futures markets, contract prices that can be highly volatile and imperfectly correlated to movements in hedged security values and/or interest rates, and potential losses in excess of the Fund’s initial investment.
For the six months ended April 30, 2014, the average monthly number of open futures contracts was 10,291. The range of monthly notional values was $1,368,223,061 to $1,630,858,004.
FINANCIAL STATEMENT APRIL 30, 2014 | 25 |
BBH LIMITED DURATION FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
Fair Values of Derivative Instruments as of April 30, 2014
Derivatives not accounted for as hedging instruments under authoritative guidance for derivatives instruments and hedging activities:
Asset Derivatives | Liability Derivatives | |||||||
Risk | Statement of Assets and Liabilities Location | Fair Value | Statement of Assets and Liabilities Location | Fair Value | ||||
Interest Rate Risk | Unrealized | $1,441,406* | Unrealized | $288,033* | ||||
Appreciation on | Depreciation on | |||||||
Open Futures | Open Futures | |||||||
Contracts | Contracts | |||||||
Total | $1,441,406 | $288,033 |
* | Includes cumulative appreciation/depreciation of futures contracts as reported in the Statement of Assets and Liabilities and Notes to Financial Statements. Only the current day’s variation margin is reported within the Statement of Assets and Liabilities. |
Effect of Derivative Instruments on the Statement of Operations
Interest Rate Risk | ||||
Net Realized Gain/(Loss) on Derivatives | ||||
Futures Contracts | $ | (19,681,205 | ) | |
Net Change in Unrealized Appreciation/(Depreciation) on Derivatives | ||||
Futures Contracts | $ | 21,636,297 |
E. | Rule 144A Securities. The Fund may purchase securities that are not registered under the Securities Act of 1933, as amended (“1933 Act”) but that can be sold to “qualified institutional buyers” in accordance with the requirements stated in Rule 144A under the 1933 Act (“Rule 144A Securities”). A Rule 144A Security may be considered illiquid and therefore subject to the 15% limitation on the purchase of illiquid securities, unless it is determined on an ongoing basis that an adequate trading market exists for the security, which is the case for the Fund. Guidelines have been adopted and the daily function of determining and monitoring liquidity of Rule 144A Securities has been delegated to the investment adviser. All relevant factors will be considered in determining the liquidity of Rule 144A Securities and all investments in Rule 144A Securities will be carefully monitored. Information regarding Rule 144A securities is included at the end of the portfolio of investments. |
26 |
BBH LIMITED DURATION FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
F. | Loan Participations and Assignments. The Fund may invest in loan participations and assignments, which include institutionally traded floating and fixed-rate debt securities generally acquired as an assignment from another holder of, or participation interest in, loans originated by a bank or financial institution (the “Lender”) that acts as agent for all holders. Some loan participations and assignments may be purchased on a “when-issued” basis. The agent administers the terms of the loan, as specified in the loan agreement. When investing in a loan participation, the Fund has the right to receive payments of principal, interest and any fees to which it is entitled only from the Lender selling the loan agreement and only upon receipt by the Lender of payments from the borrower. The Fund generally has no right to enforce compliance with the terms of the loan agreement with the borrower. Assignments and participations involve credit, interest rate, and liquidity risk. Interest rates on floating rate securities adjust with interest rate changes and/or issuer credit quality, and unexpected changes in such rates could result in losses to the Fund. The interest rates paid on a floating rate security in which the Fund invests generally are readjusted periodically to an increment over a designated benchmark rate, such as the one-month, three-month, six-month, or one-year London Interbank Offered Rate (“LIBOR”). LIBOR is a short-term interest rate that banks charge one another and is generally representative of the most competitive and current cash rates. |
The Fund may have difficulty trading assignments and participations to third parties. There may be restrictions on transfer and only limited opportunities may exist to sell such securities in secondary markets. As a result, the Fund may be unable to sell assignments or participations at the desired time or may be able to sell only at a price less than fair market value. The Fund utilizes an independent third party to value individual bank loans on a daily basis.
G. | Federal Income Taxes. It is the Trust’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required. The Fund files a tax return annually using tax accounting methods required under provisions of the Code, which may differ from GAAP, which is the basis on which these financial statements are prepared. Accordingly, the amount of net investment income and net realized gain reported in these financial statements may differ from that reported on the Fund’s tax return, due to certain book-to-tax timing differences such as losses deferred due to “wash sale” transactions and utilization of capital loss carryforwards. These differences result in temporary over-distributions for financial statement purposes and are classified as distributions in excess of accumulated net realized gains or net investment income. These distributions do not constitute a return of capital. Permanent differences are reclassified in the Statement of Assets & Liabilities based upon their tax classification. As such, the character of distributions to shareholders reported in the Financial Highlights table may differ from that reported to shareholders on Form 1099-DIV. |
FINANCIAL STATEMENT APRIL 30, 2014 | 27 |
BBH LIMITED DURATION FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
The Fund is subject to the provisions of Accounting Standards Codification 740 Income Taxes (“ASC 740”). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Fund did not have any unrecognized tax benefits as of April 30, 2014, nor were there any increases or decreases in unrecognized tax benefits for the year then ended. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations. During the six months ended April 30, 2014, the Fund did not incur any such interest or penalties. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for the prior three fiscal years. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
H. | Dividends and Distributions to Shareholders. Dividends and distributions from net investment income to shareholders, if any, are paid monthly and are recorded on the ex-dividend date. Distributions from net capital gains, if any, are generally declared and paid annually and are recorded on the ex-dividend date. The Fund declared dividends in the amounts of $23,459,730 and $17,664,709 to Class N shares and Class I shareholders, respectively, during the six months ended April 30, 2014. |
The tax character of distributions paid during the fiscal years ended October 31, 2013 and 2012, respectively, were as follows:
Distributions paid from: | |||||||||||||||||||||
Ordinary income | Net long-term capital gain | Total taxable distributions | Tax return of capital | Total distributions paid | |||||||||||||||||
2013: | $ | 58,884,439 | $ | 1,403,307 | $ | 60,287,746 | — | $ | 60,287,746 | ||||||||||||
2012: | 46,717,107 | 8,669,809 | 55,386,916 | — | 55,386,916 |
As of October 31, 2013 and 2012, respectively, the components of accumulated earnings/(deficit) on a tax basis were as follows:
Components of accumulated earnings/(deficit): | ||||||||||||||||||||||||||||||||||||
Undistributed ordinary income | Undistributed long-term capital gain | Accumulated earnings | Accumulated capital and other losses | Other book/tax temporary differences | Unrealized appreciation/ (depreciation) | Total accumulated earnings/ (deficit) | ||||||||||||||||||||||||||||||
2013: | $ | 5,511,491 | $ | 7,196,390 | — | — | $ | 20,482,833 | $ | (3,283,670 | ) | $ | 29,907,044 | |||||||||||||||||||||||
2012: | 7,491,232 | 1,391,177 | — | — | (93,554 | ) | 51,644,396 | 60,433,251 |
The Fund did not have a net capital loss carryforward as of October 31, 2013.
28 |
BBH LIMITED DURATION FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
Under the Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carryforward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period and will retain their character as either short-term or long-term capital losses rather than being considered all short term capital losses.
Total distributions paid may differ from amounts reported in the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid.
The differences between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.
To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed.
I. | Use of Estimates. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from these estimates. |
J. | “Disclosures about Offsetting Assets and Liabilities”. The Fund has adopted Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” and ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities”. Management has determined that there is no impact to the financial statements. |
3. | Recent Accounting Pronouncements. In June 2013, the FASB issued Accounting Standard Update No. 2013-08, “Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” (“ASU 2013-08”). ASU 2013-08 clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company and for the measurement of non-controlling ownership interests in other investment companies. ASU 2013-08 is effective prospectively for interim or annual periods beginning on or after December 15, 2013. Management does not expect this guidance to have an impact on the financial statements. |
FINANCIAL STATEMENT APRIL 30, 2014 | 29 |
BBH LIMITED DURATION FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
4. | Fees and Other Transactions with Affiliates. |
A. | Investment Advisory and Administrative Fees. Under a combined Investment Advisory and Administrative Services Agreement (“Agreement”) with the Trust, Brown Brothers Harriman & Co. (“BBH”) through a separately identifiable department (“SID” or “Investment Adviser”) provides investment advisory and portfolio management services to the Fund. BBH also provides administrative services to the Fund. The Fund’s investment advisory fee is calculated daily and paid monthly at an annual rate equivalent to at 0.30% per annum on the first $1,000,000,000 of net assets and 0.25% per annum on all net assets over $1,000,000,000. For the six months ended April 30, 2014, the Fund incurred $5,150,396 for services under the Agreement. |
B. | Shareholder Servicing Fees. The Trust has a shareholder servicing agreement with BBH. BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate of 0.20% of Class N shares’ average daily net assets. For the six months ended April 30, 2014, Class N shares of the Fund incurred $2,310,264 in shareholder servicing fees. |
C. | Custody and Fund Accounting Fees. BBH acts as a custodian and fund accountant and receives custody and fund accounting fees from the Fund calculated daily and incurred monthly. BBH holds all of the Fund’s cash and investments and calculates the Fund’s daily net asset value. The custody fee is an asset and transaction based fee. The fund accounting fee is an asset based fee calculated at 0.004% of the Fund’s net asset value. For the six months ended April 30, 2014, the Fund incurred $144,448 in custody and fund accounting fees. These fees for the Fund were reduced by $1,474 as a result of an expense offset arrangement with the Fund’s custodian. The credit amount (if any) is disclosed in the Statement of Operations as a reduction to the Fund’s expenses. In the event that the Fund is overdrawn, under the custody agreement with BBH, BBH will make overnight loans to the Fund to cover overdrafts. Pursuant to their agreement, the Fund will pay the Federal Funds overnight investment rate on the day of the overdraft. The total interest incurred by the Fund for the six months ended April 30, 2014, was $1,468. |
D. | Board of Trustees’ Fees. Each Trustee who is not an “interested person” as defined under the 1940 Act receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the six months ended April 30, 2014, the Fund incurred $48,388 in non-interested Trustee compensation and reimbursements. |
5. | Investment Transactions. For the six months ended April 30, 2014, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $720,481,089 and $520,307,796, respectively. |
30 |
BBH LIMITED DURATION FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
6. | Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of Class N shares and Class I shares of beneficial interest, at no par value. Transactions in Class N and Class I shares were as follows: |
For the six months ended April 30, 2014 (unaudited) | For the year ended October 31, 2013 | |||||||||||||||
Shares | Dollars | Shares | Dollars | |||||||||||||
Class N | ||||||||||||||||
Shares sold | 69,636,866 | $ | 721,108,025 | 147,396,362 | $ | 1,531,651,257 | ||||||||||
Shares issued in connection | ||||||||||||||||
with reinvestments of | ||||||||||||||||
dividends | 2,250,003 | 23,275,825 | 3,130,065 | 32,490,008 | ||||||||||||
Shares redeemed | (54,060,400 | ) | (559,821,945 | ) | (110,929,603 | ) | (1,152,579,545 | ) | ||||||||
Net increase | 17,826,469 | $ | 184,561,905 | 39,596,824 | $ | 411,561,720 | ||||||||||
Class I | ||||||||||||||||
Shares sold | 93,444,979 | $ | 967,484,089 | 137,647,649 | $ | 1,430,628,302 | ||||||||||
Shares issued in connection | ||||||||||||||||
with reinvestments of | ||||||||||||||||
dividends | 1,686,052 | 17,437,357 | 2,588,515 | 26,859,593 | ||||||||||||
Shares redeemed | (42,587,054 | ) | (441,067,296 | ) | (111,889,034 | ) | (1,161,413,988 | ) | ||||||||
Net increase | 52,543,977 | $ | 543,854,150 | 28,347,130 | $ | 296,073,907 |
7. | Principal Risk Factors and Indemnifications. |
A. | Principal Risk Factors. Investing in the Fund may involve certain risks, as discussed in the Fund’s prospectus, including but not limited to, those described below: |
A shareholder may lose money by investing in the Fund (investment risk). The Fund is actively managed and the decisions by the Investment Adviser may cause the Fund to incur losses or miss profit opportunities (management risk). In the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to failure of a counterparty to a transaction to perform (credit risk), changes in interest rates (interest rate risk), higher volatility for securities with longer maturities (maturity risk), financial performance or leverage of the issuer (issuer risk), difficulty in being able to purchase or sell a security (liquidity risk), or certain risks associated with investing in foreign securities not present in domestic investments (foreign investment risk). The Fund’s use of derivatives creates risks that are different from, or possibly greater than, the risks associated with investing directly in securities as the Fund could lose more than the principal amount invested (derivatives risk). The Fund invests in asset-backed and mortgage-backed securities (mortgage-backed securities risk) which are subject to the risk that borrowers may default on the obligations that underlie these securities. In addition, these securities may be paid off sooner (prepayment risk) or later than expected which may increase the volatility of
FINANCIAL STATEMENT APRIL 30, 2014 | 31 |
BBH LIMITED DURATION FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
securities during periods of fluctuating interest rates. The Fund may invest in bonds issued by foreign governments which may be unable or unwilling to make interest payments and/or repay the principal owed (sovereign debt risk). The Fund’s use of borrowing, in reverse repurchase agreements and investment in some derivatives, involves leverage. Leverage tends to exaggerate the effect of any increase or decrease in the value of the Fund’s securities and may cause the Fund to be more volatile (leverage risk). The value of securities held by the Fund may decline in response to certain events, including: those directly involving the companies or issuers whose securities are held by the Fund; conditions affecting the general economy; overall market changes; local, regional or political, social or economic instability; and currency and interest rate and price fluctuations (market risk).
The Fund’s shareholders may be adversely impacted by asset allocation decisions made by an investment adviser whose discretionary clients make up a large percentage of the Fund’s shareholders (shareholder concentration risk). The extent of the Fund’s exposure to these risks in respect to these financial assets is included in their value as recorded in the Fund’s Statement of Assets and Liabilities.
Please refer to the Fund’s prospectus for a complete description of the principal risks of investing in the Fund.
B. | Indemnifications. Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote. |
8. | Subsequent Events. Management has evaluated events and transactions that may have occurred since April 30, 2014 through the date the financial statements were issued and determined that there were none that would require recognition or additional disclosure in the financial statements. |
32 |
BBH LIMITED DURATION FUND |
DISCLOSURE OF FUND EXPENSES |
April 30, 2014 (unaudited) |
EXAMPLE
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested distributions, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution 12b-1 fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2013 to April 30, 2014).
ACTUAL EXPENSES
The first line of the table provides information about actual account values and actual expenses. You may use information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during the period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
FINANCIAL STATEMENT APRIL 30, 2014 | 33 |
BBH LIMITED DURATION FUND |
DISCLOSURE OF FUND EXPENSES (continued) |
April 30, 2014 (unaudited) |
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value November 1, 2013 | Ending Account Value April 30, 2014 | Expenses Paid During Period November 1, 2013 to April 30, 20141 | ||||||||||
Class N | ||||||||||||
Actual | $ | 1,000 | $ | 1,011 | $ | 2.39 | ||||||
Hypothetical2 | $ | 1,000 | $ | 1,022 | $ | 2.41 | ||||||
Beginning Account Value November 1, 2013 | Ending Account Value April 30, 2014 | Expenses Paid During Period November 1, 2013 to April 30, 20141 | ||||||||||
Class I | ||||||||||||
Actual | $ | 1,000 | $ | 1,012 | $ | 1.40 | ||||||
Hypothetical2 | $ | 1,000 | $ | 1,023 | $ | 1.40 |
1 | Expenses are equal to the Fund’s annualized expense ratio of 0.48% and 0.28% for Class N and I shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). |
2 | Assumes a return of 5% before expenses. For the purposes of the calculation, the applicable annualized expenses ratio for each class of shares is subtracted from the assumed return before expenses. |
34 |
BBH LIMITED DURATION FUND |
DISCLOSURE OF ADVISOR SELECTION |
April 30, 2014 (unaudited) |
Investment Advisory and Administrative Services Agreement Approval
The 1940 Act requires that the continuance of a fund’s investment advisory agreements must be approved annually both by a fund’s board of trustees and by a majority of the trustees who are not parties to the investment advisory agreements or “interested persons” of any party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.
The Board, a majority of whom are Independent Trustees, held an in-person meeting on December 10, 2013, to consider whether to renew the Investment Advisory and Administrative Services Agreement (the “Agreement”) between the Trust and the Investment Adviser with respect to the existing funds in the Trust, including the Fund. In approving the renewal of the Agreement with respect to the Fund for an additional one year term, the Board determined that the terms of the Agreement were fair and reasonable and that they had received sufficient information to make an informed business decision with respect to the continuation of the Agreement.
Both in the meeting specifically held to address the continuance of the Agreement and at other meetings during the course of the year, the Board requested and received a variety of materials provided by the Investment Adviser and BBH, including information about personnel, operations and Fund performance. The Board also received third-party comparative performance and fee and expense information for the Fund. The Board received a memorandum from Counsel to the Trust (“Fund Counsel”) regarding the responsibilities of trustees for the approval of investment advisory agreements. In addition, the Board met in executive session outside the presence of Fund management.
The following is a summary of the factors the Board considered in making its determination to approve the continuance of the Agreement. No single factor reviewed by the Board was identified as the principal factor in determining whether to approve the Agreement, and individual Trustees may have given different weight to various factors. The Board reviewed these factors with Fund Counsel.
Nature, Extent and Quality of Services
The Board noted that, pursuant to the Agreement with respect to the Fund, the Investment Adviser, subject to the supervision of the Board, is responsible for providing a continuous investment program and making purchases and sales of portfolio securities consistent with the Fund’s investment objective and policies. The Board received and considered information, during the in-person meeting held on December 10, 2013, and during the past year, regarding the nature, extent and quality of services provided to the Fund by the Investment Adviser including the supervision of operations and compliance and regulatory filings, disclosures to Fund shareholders, general oversight of service providers, assisting the Board, including the Independent Trustees, in their capacity as Trustees and other services. The Board considered the resources of the Investment Adviser and BBH dedicated to the Fund noting that BBH also provides administrative, custody and fund accounting services to the Fund.
FINANCIAL STATEMENT APRIL 30, 2014 | 35 |
BBH LIMITED DURATION FUND |
DISCLOSURE OF ADVISOR SELECTION (continued) |
April 30, 2014 (unaudited) |
The Board considered the scope and quality of services provided by the Investment Adviser under the Agreement. The Board also considered the policies and practices followed by BBH and the Investment Adviser. The Board also considered brokerage policies and practices and the standards applied in seeking best execution. The Board reviewed the qualifications of the key investment personnel primarily responsible for the day-to-day portfolio management of the Fund. The Board noted that in the course of its regular meetings it received reports on each of the foregoing topics. The Board concluded that, overall, they were satisfied with the nature, extent and quality of services provided, and expected to be provided, to the Fund pursuant to the Agreement.
Fund Performance
The Board received and considered performance information for the Fund. The Board considered the Fund’s performance relative to a peer category of other mutual funds. As part of this review, the Trustees considered the composition of the peer category, selection criteria and reputation of the third party who prepared the peer category analysis. In addition, the Board received detailed performance information for the Fund at other meetings held during the year. The Board considered short-term and long-term investment performance for the Fund over various periods of time as compared to a selection of peer funds, noting that the Fund’s investment performance was mixed. In evaluating the performance of the Fund, the Board considered the risk expectations for the Fund as well as the level of Fund performance in the context of its review. Based on this information, the Board concluded that it was satisfied with the Fund’s investment results.
Fund Expenses
The Board considered the fee rates paid by the Fund to the Investment Adviser and BBH in light of the nature, extent and quality of the services provided to the Fund. The Board considered the depth and range of services provided pursuant to the Agreement, noting that the Investment Adviser also coordinates the provision of services to the Fund by affiliated and nonaffiliated service providers. The Board received and considered information comparing the Fund’s investment advisory and administration fee and the Fund’s net total expenses with those of other comparable mutual funds, such peer group and comparisons having been selected and calculated by an independent third party. The Board recognized that it is difficult to make comparisons of the fee rate, or of combined advisory and administration fees, because there are variations in the services that are included in the fees paid by other funds. The Board concluded that the advisory and administration fee appeared to be reasonable in light of the services rendered and was the result of arm’s length negotiations.
36 |
BBH LIMITED DURATION FUND |
DISCLOSURE OF ADVISOR SELECTION (continued) |
April 30, 2014 (unaudited) |
Costs of Services Provided and Profitability
With regard to profitability, the Trustees considered the compensation flowing to the Adviser and BBH, directly or indirectly. The Board reviewed the Investment Adviser and BBH’s profitability data for the Fund for the nine-months ended September 30, 2013, and for the prior two-year period. The data also included the effect of revenue generated by the custody, fund accounting and administration fees paid by the Fund to BBH. The Board reviewed the allocation methods used in preparing the profitability data. The Board also considered the effect of fall-out benefits on the expenses of the Investment Adviser and BBH. The Board focused on profitability of the Investment Adviser and BBH’s relationships with the Fund before taxes and distribution expenses. The Board concluded that the Investment Adviser and BBH’s profitability were not excessive in light of the nature, extent and quality of services provided to the Fund. The Board considered other benefits received by BBH and the Investment Adviser as a result of their relationships with the Fund. These other benefits include proprietary research received from brokers that execute the Fund’s purchases and sales of securities and fees received for being the Fund’s administrator, custodian, fund accounting agent and shareholder servicing agent. In light of the costs of providing services pursuant to the Agreement as well as the Investment Adviser and BBH’s commitment to the Fund, the ancillary benefits that the Investment Adviser and BBH received were considered reasonable.
Economies of Scale
The Board considered the existence of any economies of scale and whether those are passed along to the Fund’s shareholders through a graduated investment advisory fee schedule or other means, including any fee waivers by the Investment Adviser and BBH. The Board considered the fee schedule for the Fund, noting the existence of a graduated investment advisory fee schedule. Based on information they had been provided over many years, the Board observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there appeared to be no uniformity or pattern in the fees and asset levels at which breakpoints apply. In light of the Fund’s current size and expense structure, the Board concluded that the breakpoints for the Fund were reasonable. The Board concluded that the fees paid by the Fund to the Investment Adviser were reasonable based on the comparative performance, expense information, the cost of the services provided and the profits to be realized by the Investment Adviser.
FINANCIAL STATEMENT APRIL 30, 2014 | 37 |
BBH LIMITED DURATION FUND |
CONFLICTS OF INTEREST |
April 30, 2014 (unaudited) |
Conflicts of Interest
Certain conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them. For example, BBH may act as adviser to private funds with investment strategies similar to the Fund. Those private funds may pay BBH a performance fee in addition to the stated investment advisory fee. In such cases, BBH may have an incentive to allocate certain investment opportunities to the private fund rather than the Fund in order to increase the private fund’s performance and thus improve BBH’s chances of receiving the performance fee. However, BBH has implemented policies and procedures to assure that investment opportunities are allocated equitably between the Fund and other funds and accounts with similar investment strategies.
Other potential conflicts might include conflicts between the Fund and its affiliated and unaffiliated service providers (e.g. conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. Also, because its advisory fees are calculated by reference to a Fund’s net assets, the Investment Adviser and its affiliates may have an incentive to seek to overvalue certain assets.
Purchases and sales of securities for the Fund may be aggregated with orders for other BBH client accounts. BBH, however, is not required to aggregate orders if portfolio management decisions for different accounts are made separately, or if they determine that aggregating is not practicable, or in cases involving client direction.
Prevailing trading activity frequently may make impossible the receipt of the same price or execution on the entire volume of securities purchased or sold. When this occurs, the various prices may be averaged, and the Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged the same commission or commission equivalent rates in connection with an aggregated order.
38 |
BBH LIMITED DURATION FUND |
CONFLICTS OF INTEREST (continued) |
April 30, 2014 (unaudited) |
Arrangements regarding compensation and delegation of responsibility may create conflicts relating to selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades, administration of investment advice and valuation of securities.
From time to time BBH may invest a portion of the assets of its discretionary investment advisory clients in the Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times. Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Fund’s expense ratio. BBH reserves the right to redeem at any time some or all of the shares of the Fund acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Fund by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Fund, which might have an adverse effect on the Fund’s investment flexibility, portfolio diversification and expense ratio.
BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.
When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments may be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination, and may be based on analytical values determined by BBH using proprietary or third party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.
BBH, including the Investment Adviser, seeks to meet its fiduciary obligation with respect to all clients including the Fund. BBH has adopted and implemented policies and procedures that seek to manage conflicts. The Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, review of allocation decisions, the investment in only those securities that have been approved for purchase by an oversight committee, and compliance with the Investment Adviser’s Code of Ethics.
FINANCIAL STATEMENT APRIL 30, 2014 | 39 |
BBH LIMITED DURATION FUND |
CONFLICTS OF INTEREST (continued) |
April 30, 2014 (unaudited) |
With respect to the allocation of investment opportunities, BBH has adopted and implemented policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. BBH has structured the portfolio managers’ compensation in a manner it believes is reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts.
The Trust also manages these conflicts. For example, the Trust has designated a chief compliance officer and has adopted and implemented policies and procedures designed to manage the conflicts identified above and other conflicts that may arise in the course of the Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser and the Trust’s chief compliance officer on areas of potential conflict.
40 |
Administrator
Brown Brothers Harriman
140 Broadway
New York, NY 10005
Distributor
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203
Shareholder Servicing Agent
Brown Brothers Harriman
140 Broadway
New York, NY 10005 (800) 575-1265
Investment Adviser
Brown Brothers Harriman
Mutual Fund Advisory
Department
140 Broadway
New York, NY 10005
To obtain information or make shareholder inquiries:
By telephone: | Call 1-800-575-1265 | ||
By E-mail send your request to: | bbhfunds@bbh.com | ||
On the internet: | www.bbhfunds.com |
This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund. Such offering is made only by the prospectus, which includes details as to offering price and other material information.
The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” Information on Form N-Q is available without charge and upon request by calling the Fund at the toll-free number listed above. A text only version can be viewed online or downloaded from the SEC’s website at http://www.sec.gov; and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-SEC-0330 for information on the operation of the Public Reference Room). You may also access this information from the BBH Funds website at www.bbhfunds.com.
A summary of the Fund’s Proxy Voting Policy that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio, as well as a record of how the Fund voted any such proxies during the most recent 12-month period ended June 30, is available upon request by calling the toll-free number listed above. This information is also available on the SEC’s website at www.sec.gov.
Semi-Annual Report
APRIL 30, 2014
BBH Core Select
BBH CORE SELECT |
PORTFOLIO ALLOCATION |
April 30, 2014 (unaudited) |
SECTOR DIVERSIFICATION
U.S. $ Value | Percent of Net Assets | |||||||
Basic Materials | $ | 248,302,096 | 4.0 | % | ||||
Communications | 857,513,289 | 13.7 | ||||||
Consumer Cyclical | 429,282,766 | 6.8 | ||||||
Consumer Non-Cyclical | 1,389,371,697 | 22.2 | ||||||
Energy | 686,224,794 | 10.9 | ||||||
Financials | 1,303,133,245 | 20.8 | ||||||
Industrials | 155,649,809 | 2.5 | ||||||
Technology | 442,134,140 | 7.1 | ||||||
Repurchase Agreements | 315,500,000 | 5.0 | ||||||
U.S. Treasury Bills | 389,989,860 | 6.3 | ||||||
Cash and Other Assets in Excess of Liabilities | 45,998,811 | 0.7 | ||||||
NET ASSETS | $ | 6,263,100,507 | 100.0 | % |
All data as of April 30, 2014. The BBH Core Select Fund’s (the “Fund”) sector diversification is expressed as a percentage of net assets and may vary over time.
The accompanying notes are an integral part of these financial statements.
2 |
BBH CORE SELECT |
PORTFOLIO OF INVESTMENTS |
April 30, 2014 (unaudited) |
Shares | Value | |||||||
COMMON STOCKS (88.0%) | ||||||||
BASIC MATERIALS (4.0%) | ||||||||
1,828,232 | Celanese Corp. (Series A) | $ | 112,308,292 | |||||
1,041,699 | Praxair, Inc. | 135,993,804 | ||||||
Total Basic Materials | 248,302,096 | |||||||
COMMUNICATIONS (13.7%) | ||||||||
6,550,911 | Comcast Corp. (Class A) | 339,075,153 | ||||||
1,329,231 | eBay, Inc.1 | 68,894,043 | ||||||
274,892 | Google, Inc. (Class A)1 | 147,034,233 | ||||||
274,892 | Google, Inc. (Class C)1 | 144,774,621 | ||||||
5,427,916 | Liberty Interactive Corp. (Class A)1 | 157,735,239 | ||||||
Total Communications | 857,513,289 | |||||||
CONSUMER CYCLICAL (6.8%) | ||||||||
2,313,768 | Bed, Bath & Beyond, Inc.1 | 143,754,406 | ||||||
2,926,282 | Target Corp. | 180,697,913 | ||||||
1,315,148 | Wal-Mart Stores, Inc. | 104,830,447 | ||||||
Total Consumer Cyclical | 429,282,766 | |||||||
CONSUMER NON-CYCLICAL (22.2%) | ||||||||
2,895,286 | Baxter International, Inc. | 210,747,868 | ||||||
1,012,225 | DENTSPLY International, Inc. | 45,175,602 | ||||||
1,296,140 | Diageo, Plc. ADR | 159,140,069 | ||||||
552,574 | Henry Schein, Inc.1 | 63,120,528 | ||||||
929,432 | Johnson & Johnson | 94,142,167 | ||||||
3,326,620 | Nestle SA ADR | 256,748,532 | ||||||
3,063,899 | Novartis AG ADR | 266,375,379 | ||||||
830,261 | PepsiCo, Inc. | 71,311,117 | ||||||
1,571,975 | Unilever NV (NY Shares) | 67,311,969 | ||||||
5,132,137 | Zoetis, Inc. | 155,298,466 | ||||||
Total Consumer Non-Cyclical | 1,389,371,697 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 3 |
BBH CORE SELECT |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Shares | Value | |||||||
COMMON STOCKS (continued) | ||||||||
ENERGY (10.9%) | ||||||||
2,069,290 | EOG Resources, Inc. | $ | 202,790,420 | |||||
1,563,243 | Occidental Petroleum Corp. | 149,680,518 | ||||||
1,668,944 | Schlumberger, Ltd. | 169,481,263 | ||||||
3,430,923 | Southwestern Energy Co.1 | 164,272,593 | ||||||
Total Energy | 686,224,794 | |||||||
FINANCIALS (20.8%) | ||||||||
1,903 | Berkshire Hathaway, Inc. (Class A)1 | 367,802,325 | ||||||
2,328,638 | Chubb Corp. | 214,420,987 | ||||||
6,548,913 | Progressive Corp. | 158,811,140 | ||||||
7,105,691 | US Bancorp | 289,770,079 | ||||||
5,486,074 | Wells Fargo & Co. | 272,328,714 | ||||||
Total Financials | 1,303,133,245 | |||||||
INDUSTRIALS (2.5%) | ||||||||
3,501,683 | Waste Management, Inc. | 155,649,809 | ||||||
Total Industrials | 155,649,809 | |||||||
TECHNOLOGY (7.1%) | ||||||||
5,473,394 | Microsoft Corp. | 221,125,118 | ||||||
2,807,890 | QUALCOMM, Inc. | 221,009,022 | ||||||
Total Technology | 442,134,140 | |||||||
TOTAL COMMON STOCKS (Identified cost $3,998,779,150) | 5,511,611,836 |
The accompanying notes are an integral part of these financial statements.
4 |
BBH CORE SELECT |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
REPURCHASE AGREEMENTS (5.0%) | ||||||||||||||
$ | 315,500,000 | National Australia Bank (Agreement dated | ||||||||||||
04/30/14 collateralized by U.S. Treasury | ||||||||||||||
Bond 1.375%, due 12/31/18, valued at | ||||||||||||||
$321,810,000) | 05/01/14 | 0.030 | % | $ | 315,500,000 | |||||||||
TOTAL REPURCHASE AGREEMENTS | ||||||||||||||
(Identified cost $315,500,000) | 315,500,000 | |||||||||||||
U.S. TREASURY BILLS (6.3%) | ||||||||||||||
390,000,000 | U.S. Treasury Bill2,3 | 07/03/14 | 0.027 | 389,989,860 | ||||||||||
TOTAL U.S. TREASURY BILLS | ||||||||||||||
(Identified cost $389,981,538) | 389,989,860 | |||||||||||||
TOTAL INVESTMENTS (Identified cost $4,704,260,688)4 | 99.3 | % | $ | 6,217,101,696 | ||||||||||
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES | 0.7 | % | 45,998,811 | |||||||||||
NET ASSETS | 100.0 | % | $ | 6,263,100,507 |
1 | Non-income producing security. |
2 | Coupon represents a weighted average yield. |
3 | Coupon represents a yield to maturity. |
4 | The aggregate cost for federal income tax purposes is $4,704,260,688, the aggregate gross unrealized appreciation is $1,512,868,155 and the aggregate gross unrealized depreciation is $27,147, resulting in net unrealized appreciation of $1,512,841,008. |
Abbreviations:
ADR — American Depositary Receipt.
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 5 |
BBH CORE SELECT |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
FAIR VALUE MEASUREMENTS
The Fund is required to disclose information regarding the fair value measurements of the Fund’s assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure requirement established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including, for example, the risk inherent in a particular valuation technique used to measure fair value, including the model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the Fund’s own considerations about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
The three levels defined by the fair value hierarchy are as follows:
— | Level 1 – unadjusted quoted prices in active markets for identical investments. |
— | Level 2 – significant other observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.). |
— | Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the investment adviser. The investment adviser considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the investment adviser’s perceived risk of that instrument.
The accompanying notes are an integral part of these financial statements.
6 |
BBH CORE SELECT |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Financial assets within level 1 are based on quoted market prices in active markets. The Fund does not adjust the quoted price for these instruments.
Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. These include investment-grade corporate bonds, U.S. Treasury notes and bonds, and certain non-U.S. sovereign obligations and over-the-counter derivatives. As level 2 financial assets include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.
Financial assets classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 financial assets include private equity and certain corporate debt securities. As observable prices are not available for these securities, valuation techniques are used to derive fair value.
Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon the actual sale of those investments.
The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2014.
Investments, at value | Unadjusted Quoted Prices in Active Markets for Identical Investments (Level 1)* | Significant Other Observable Inputs (Level 2)* | Significant Unobservable Inputs (Level 3)* | Balance as of April 30, 2014 | ||||||||||||
Basic Materials | $ | 248,302,096 | $ | — | $ | — | $ | 248,302,096 | ||||||||
Communications | 857,513,289 | — | — | 857,513,289 | ||||||||||||
Consumer Cyclical | 429,282,766 | — | — | 429,282,766 | ||||||||||||
Consumer Non-Cyclical | 1,389,371,697 | — | — | 1,389,371,697 | ||||||||||||
Energy | 686,224,794 | — | — | 686,224,794 | ||||||||||||
Financials | 1,303,133,245 | — | — | 1,303,133,245 | ||||||||||||
Industrials | 155,649,809 | — | — | 155,649,809 | ||||||||||||
Technology | 442,134,140 | — | — | 442,134,140 | ||||||||||||
Repurchase Agreements | — | 315,500,000 | — | 315,500,000 | ||||||||||||
U.S. Treasury Bills | — | 389,989,860 | — | 389,989,860 | ||||||||||||
Investments, at value | $ | 5,511,611,836 | $ | 705,489,860 | $ | — | $ | 6,217,101,696 |
* | The Fund’s policy is to disclose transfers between levels based on valuations at the end of the reporting period. There were no transfers between Levels 1, 2 or 3 as of April 30, 2014, based on the valuation input levels on October 31, 2013. |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 7 |
BBH CORE SELECT |
STATEMENT OF ASSETS AND LIABILITIES |
April 30, 2014 (unaudited) |
ASSETS: | ||||
Investments in securities, at value (Identified cost $4,388,760,688) | $ | 5,901,601,696 | ||
Repurchase agreements (Identified cost $315,500,000) | 315,500,000 | |||
Cash | 2,654,775 | |||
Receivables for: | ||||
Investments sold | 36,385,667 | |||
Dividends | 11,778,341 | |||
Shares sold | 3,552,202 | |||
Investment advisory and administrative fees waiver reimbursement | 491,393 | |||
Interest | 263 | |||
Prepaid assets | 12,074 | |||
Total Assets | 6,271,976,411 | |||
LIABILITIES: | ||||
Payables for: | ||||
Investment advisory and administrative fees | 4,060,747 | |||
Shares redeemed | 3,089,015 | |||
Shareholder servicing fees | 1,268,952 | |||
Distributors fees | 84,951 | |||
Transfer agent fees | 52,100 | |||
Custody and fund accounting fees | 47,693 | |||
Professional fees | 20,024 | |||
Board of Trustees’ fees | 5,032 | |||
Periodic distributions | 4,628 | |||
Accrued expenses and other liabilities | 242,762 | |||
Total Liabilities | 8,875,904 | |||
NET ASSETS | $ | 6,263,100,507 | ||
Net Assets Consist of: | ||||
Paid-in capital | $ | 4,686,403,381 | ||
Undistributed net investment income | 24,347,294 | |||
Accumulated net realized gain on investments in securities | 39,508,824 | |||
Net unrealized appreciation/(depreciation) on investments in securities | 1,512,841,008 | |||
Net Assets | $ | 6,263,100,507 | ||
NET ASSET VALUE AND OFFERING PRICE PER SHARE | ||||
CLASS N SHARES | ||||
($5,860,342,307 ÷ 267,195,205 shares outstanding) | $ | 21.93 | ||
RETAIL CLASS SHARES | ||||
($402,758,200 ÷ 28,179,099 shares outstanding) | $ | 14.29 |
The accompanying notes are an integral part of these financial statements.
8 |
BBH CORE SELECT |
STATEMENT OF OPERATIONS |
For the six months ended April 30, 2014 (unaudited) |
NET INVESTMENT INCOME: | ||||
Income: | ||||
Dividends (net of foreign withholding taxes of $2,562,262) | $ | 60,746,787 | ||
Interest and other income | 124,438 | |||
Total Income | 60,871,225 | |||
Expenses: | ||||
Investment advisory and administrative fees | 23,934,120 | |||
Shareholder servicing fees | 7,479,413 | |||
Distributors fees | 493,544 | |||
Transfer agent fees | 293,988 | |||
Custody and fund accounting fees | 175,123 | |||
Board of Trustees’ fees | 48,291 | |||
Professional fees | 29,137 | |||
Miscellaneous expenses | 452,257 | |||
Total Expenses | 32,905,873 | |||
Investment advisory and administrative fees waiver | (2,533,144 | ) | ||
Expense offset arrangement | (1,034 | ) | ||
Net Expenses | 30,371,695 | |||
Net Investment Income | 30,499,530 | |||
NET REALIZED AND UNREALIZED GAIN: | ||||
Net realized gain on investments in securities | 40,559,932 | |||
Net change in unrealized appreciation/(depreciation) on | ||||
investments in securities | 280,689,913 | |||
Net Realized and Unrealized Gain | 321,249,845 | |||
Net Increase in Net Assets Resulting from Operations | $ | 351,749,375 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 9 |
BBH CORE SELECT |
STATEMENT OF CHANGES IN NET ASSETS |
For the six months ended April 30, 2014 (unaudited) | For the year ended October 31, 2013 | |||||||
INCREASE IN NET ASSETS: | ||||||||
Operations: | ||||||||
Net investment income | $ | 30,499,530 | $ | 31,528,037 | ||||
Net realized gain on investments in securities | 40,559,932 | 123,026,915 | ||||||
Net change in unrealized appreciation/(depreciation) | ||||||||
on investments in securities | 280,689,913 | 889,161,832 | ||||||
Net increase in net assets resulting | ||||||||
from operations | 351,749,375 | 1,043,716,784 | ||||||
Dividends and distributions declared: | ||||||||
From net investment income: | ||||||||
Class N | (27,057,658 | ) | (18,092,926 | ) | ||||
Retail Class | (1,711,179 | ) | (1,134,306 | ) | ||||
From net realized gains: | ||||||||
Class N | (112,951,216 | ) | (43,389,167 | ) | ||||
Retail Class | (10,987,974 | ) | (5,651,933 | ) | ||||
Total dividends and distributions declared | (152,708,027 | ) | (68,268,332 | ) | ||||
Share transactions: | ||||||||
Proceeds from sales of shares | 488,125,992 | 2,402,011,647 | ||||||
Net asset value of shares issued to shareholders for | ||||||||
reinvestment of dividends and distributions | 118,110,394 | 52,357,695 | ||||||
Proceeds from short-term redemption fees | 12,122 | 34,753 | ||||||
Cost of shares redeemed | (554,311,693 | ) | (734,404,450 | ) | ||||
Net increase in net assets resulting from | ||||||||
share transactions | 51,936,815 | 1,719,999,645 | ||||||
Total increase in net assets | 250,978,163 | 2,695,448,097 | ||||||
NET ASSETS: | ||||||||
Beginning of period | 6,012,122,344 | 3,316,674,247 | ||||||
End of period (including undistributed net investment | ||||||||
income of $24,347,294 and $22,616,601, respectively) | $ | 6,263,100,507 | $ | 6,012,122,344 |
The accompanying notes are an integral part of these financial statements.
10 |
BBH CORE SELECT |
FINANCIAL HIGHLIGHTS |
Selected per share data and ratios for a Class N share outstanding throughout each period. |
For the six months ended April 30, 2014 (unaudited) | For the years ended October 31, | |||||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||||||
Net asset value, beginning | ||||||||||||||||||||||||
of period | $ | 21.21 | $ | 17.46 | $ | 15.07 | $ | 13.91 | $ | 11.93 | $ | 10.71 | ||||||||||||
Income from investment operations: | ||||||||||||||||||||||||
Net investment income1 | 0.11 | 0.13 | 0.10 | 0.12 | 0.07 | 0.06 | ||||||||||||||||||
Net realized and unrealized gain | 1.14 | 3.95 | 2.54 | 1.15 | 1.96 | 1.25 | ||||||||||||||||||
Total income from investment | ||||||||||||||||||||||||
operations | 1.25 | 4.08 | 2.64 | 1.27 | 2.03 | 1.31 | ||||||||||||||||||
Less dividends and distributions: | ||||||||||||||||||||||||
From net investment income | (0.10 | ) | (0.10 | ) | (0.07 | ) | (0.07 | ) | (0.05 | ) | (0.02 | ) | ||||||||||||
From net realized gains | (0.43 | ) | (0.23 | ) | (0.18 | ) | (0.04 | ) | — | (0.07 | ) | |||||||||||||
Total dividends and | ||||||||||||||||||||||||
distributions | (0.53 | ) | (0.33 | ) | (0.25 | ) | (0.11 | ) | (0.05 | ) | (0.09 | ) | ||||||||||||
Short-term redemption fees2 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||||||||
Net asset value, end of period | $ | 21.93 | $ | 21.21 | $ | 17.46 | $ | 15.07 | $ | 13.91 | $ | 11.93 | ||||||||||||
Total return | 6.05 | % | 23.78 | % | 17.86 | % | 9.19 | % | 17.11 | % | 12.44 | % | ||||||||||||
Ratios/Supplemental data: | ||||||||||||||||||||||||
Net assets, end of period | ||||||||||||||||||||||||
(in millions) | $ | 5,860 | $ | 5,645 | $ | 3,049 | $ | 809 | $ | 362 | $ | 237 | ||||||||||||
Ratio of expenses to average | ||||||||||||||||||||||||
net assets before reductions | 1.08 | %3 | 1.09 | % | 1.12 | % | 1.14 | % | 1.18 | % | 1.21 | % | ||||||||||||
Fee waiver | 0.08 | %3,4 | 0.09 | %4 | 0.12 | %4 | 0.13 | %4 | 0.06 | %4 | — | % | ||||||||||||
Expense offset arrangement | 0.00 | %3,5 | 0.00 | %5 | 0.00 | %5 | 0.01 | % | 0.01 | % | 0.02 | % | ||||||||||||
Ratio of expenses to average net | ||||||||||||||||||||||||
assets after reductions | 1.00 | %3 | 1.00 | % | 1.00 | % | 1.00 | % | 1.11 | % | 1.19 | % | ||||||||||||
Ratio of net investment income | ||||||||||||||||||||||||
to average net assets | 1.03 | %3 | 0.65 | % | 0.63 | % | 0.85 | % | 0.55 | % | 0.61 | % | ||||||||||||
Portfolio turnover rate | 4 | % | 12 | % | 14 | % | 17 | % | 19 | % | 15 | % |
1 | Calculated using average shares outstanding for the period. |
2 | Less than $0.01. |
3 | Annualized. |
4 | The ratio of expenses to average net assets for the six months ended April 30, 2014 and the fiscal years ended October 31, 2013, 2012, 2011 and 2010, reflect fees reduced as result of a contractual operating expense limitation of the share class to 1.00%. The agreement is effective for the period beginning on July 14, 2010 through April 1, 2014, and has been renewed by all parties to the agreement through May 1, 2015. For the six months ended April 30, 2014 and the fiscal years ended October 31, 2013, 2012, 2011 and 2010, the waived fees were $2,231,108, $3,983,262, $1,853,202, $793,607 and $177,639, respectively. |
5 | Less than 0.01%. |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 11 |
BBH CORE SELECT |
FINANCIAL HIGHLIGHTS (continued) |
Selected per share data and ratios for a Retail Class share outstanding throughout each period. |
For the six months ended April 30, 2014 (unaudited) | For the years ended October 31, | For the period from March 25, 2011 (commencement of operations) to October 31, 2011 | ||||||||||||||
2013 | 2012 | |||||||||||||||
Net asset value, beginning of period | $ | 13.99 | $ | 11.61 | $ | 10.11 | $ | 10.00 | ||||||||
Income from investment operations: | ||||||||||||||||
Net investment income1 | 0.05 | 0.06 | 0.05 | 0.02 | ||||||||||||
Net realized and unrealized gain | 0.75 | 2.60 | 1.69 | 0.09 | ||||||||||||
Total income from investment | ||||||||||||||||
operations | 0.80 | 2.66 | 1.74 | 0.11 | ||||||||||||
Less dividends and distributions: | ||||||||||||||||
From net investment income | (0.07 | ) | (0.05 | ) | (0.06 | ) | — | |||||||||
From net realized gains | (0.43 | ) | (0.23 | ) | (0.18 | ) | — | |||||||||
Total dividends and distributions | (0.50 | ) | (0.28 | ) | (0.24 | ) | — | |||||||||
Short-term redemption fees2 | 0.00 | 0.00 | 0.00 | 0.00 | ||||||||||||
Net asset value, end of period | $ | 14.29 | $ | 13.99 | $ | 11.61 | $ | 10.11 | ||||||||
Total return | 5.89 | % | 23.42 | % | 17.64 | % | 1.10 | % | ||||||||
Ratios/Supplemental data: | ||||||||||||||||
Net assets, end of period (in millions) | $ | 403 | $ | 367 | $ | 267 | $ | 185 | ||||||||
Ratio of expenses to average net assets | ||||||||||||||||
before reductions | 1.42 | %3 | 1.42 | % | 1.43 | % | 1.59 | %3 | ||||||||
Fee waiver | 0.17 | %3,4 | 0.17 | %4 | 0.18 | %4 | 0.33 | %3,4 | ||||||||
Expense offset arrangement | 0.00 | %3,5 | 0.00 | %5 | 0.00 | %5 | 0.01 | %3 | ||||||||
Ratio of expenses to average net assets | ||||||||||||||||
after reductions | 1.25 | %3 | 1.25 | % | 1.25 | % | 1.25 | %3 | ||||||||
Ratio of net investment income to | ||||||||||||||||
average net assets | 0.78 | %3 | 0.44 | % | 0.50 | % | 0.37 | %3 | ||||||||
Portfolio turnover rate | 4 | % | 12 | % | 14 | % | 17 | %6 |
1 | Calculated using average shares outstanding for the period. |
2 | Less than $0.01. |
3 | Annualized. |
4 | The ratio of expenses to average net assets for the six months ended April 30, 2014, the fiscal years ended October 31, 2013, 2012 and period ended October 31, 2011, reflect fees reduced as result of a contractual operating expense limitation of the share class to 1.25%. The agreement is effective for the period beginning on July 14, 2010 through April 1, 2014, and has been renewed by all parties to the agreement through May 1, 2015. For the six months ended April 30, 2014, the fiscal years ended October 31, 2013, 2012 and period ended October 31, 2011, the waived fees were $302,036, $568,410, $633,118 and $133,178, respectively. |
5 | Less than 0.01% |
6 | Represents Fund portfolio turnover for the twelve months ended October 31, 2011. |
The accompanying notes are an integral part of these financial statements.
12 |
BBH CORE SELECT |
NOTES TO FINANCIAL STATEMENTS |
April 30, 2014 (unaudited) |
1. | Organization. The Fund is a separate, non-diversified series of BBH Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust was originally organized under the laws of the State of Maryland on July 16, 1990 as BBH Fund, Inc. and re-organized as a Delaware statutory trust on June 12, 2007. The Fund commenced operations on November 2, 1998. On February 20, 2001, the Board of Trustees (“Board”) of the Trust reclassified the Fund’s outstanding shares as “Class N”. On October 1, 2010, the Board established a new class of shares designated as “Retail Class”, which commenced operations on March 25, 2011. Neither Class N shares nor Retail Class shares convert to any other share class of the Fund. Effective November 30, 2012, subject to certain exceptions, the Fund closed to new investors. See the Fund’s prospectus for details. As of April 30, 2014, there were six series of the Trust. |
2. | Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”). The following summarizes significant accounting policies of the Fund: |
A. | Valuation of Investments. (1) The value of investments listed on a securities exchange is based on the last sale price on that exchange prior to the time when assets are valued, or in the absence of recorded sales, at the average of readily available closing bid and asked prices on such exchange; (2) securities not traded on an exchange are valued at the average of the quoted bid and asked prices in the over-the-counter market; (3) securities or other assets for which market quotations are not readily available are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board of Trustees; (4) short-term investments, which mature in 60 days or less are valued at amortized cost if their original maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if their original maturity when acquired by the Fund was more than 60 days, unless the use of amortized cost is determined not to represent “fair value” by the Board. |
B. | Accounting for Investments and Income. Investment transactions are accounted for on the trade date. Realized gains and losses on investment transactions are determined based on the identified cost method. Dividend income and other distributions received from portfolio securities are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of securities received at ex-date. Distributions received on securities that represent a return of capital or a capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued daily. Investment income is recorded net of any foreign taxes withheld where recovery of such tax is uncertain. |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 13 |
BBH CORE SELECT |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
C. | Fund Expenses. Most expenses of the Trust can be directly attributed to a specific fund. Expenses which cannot be directly attributed to a fund are apportioned amongst each fund in the Trust equally. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. |
D. | Repurchase Agreements. The Fund may enter into repurchase agreements. Repurchase agreements are transactions in which the Fund buys a security from a dealer or bank and agrees to sell the security back at a mutually agreed upon time and price. The repurchase price normally is in excess of the purchase price, reflecting an agreed upon interest rate. The rate is effective for the period of time that assets of the Fund are invested in the agreement and is not related to the coupon rate on the underlying security. The Fund will enter into repurchase agreements only with banks and other recognized financial institutions, such as securities dealers, deemed creditworthy by the investment adviser. The Fund’s custodian or sub-custodian will take possession of the securities subject to repurchase agreements. The investment adviser, custodian or sub-custodian will monitor the value of the underlying collateral each day to ensure that the value of the security always equals or exceeds the repurchase price. Repurchase agreements are subject to credit risks. Information regarding repurchase agreements held by the Fund is included in the Portfolio of Investments. |
E. | Federal Income Taxes. It is the Trust’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required. The Fund files a tax return annually using tax accounting methods required under provisions of the Code, which may differ from GAAP, which is the basis on which these financial statements are prepared. Accordingly, the amount of net investment income and net realized gain reported in these financial statements may differ from that reported on the Fund’s tax return, due to certain book-to-tax timing differences such as losses deferred due to “wash sale” transactions and utilization of capital loss carryforwards. These differences result in temporary over-distributions for financial statement purposes and are classified as distributions in excess of accumulated net realized gains or net investment income. These distributions do not constitute a return of capital. Permanent differences are reclassified in the Statement of Assets & Liabilities based upon their tax classification. As such, the character of distributions to shareholders reported in the Financial Highlights table may differ from that reported to shareholders on Form 1099-DIV. |
The Fund is subject to the provisions of Accounting Standards Codification 740 Income Taxes (“ASC 740”). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Fund did not have any unrecognized tax benefits as of April 30, 2014, nor were there any increases or decreases in unrecognized tax benefits for the year then ended. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations.
14 |
BBH CORE SELECT |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
During the six months ended April 30, 2014, the Fund did not incur any such interest or penalties. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for the prior three fiscal years. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
F. | Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, if any, are paid annually and are recorded on the ex-dividend date. The Fund declared dividends in the amounts of $140,008,874 and $12,699,153 to Class N shares and Retail Class shareholders, respectively, during the six months ended April 30, 2014. |
The tax character of distributions paid during the fiscal years ended October 31, 2013 and 2012, respectively, were as follows:
Distributions paid from: | |||||||||||||||||||||
Ordinary income | Net long-term capital gain | Total taxable distributions | Tax return of capital | Total distributions paid | |||||||||||||||||
2013: | $ | 19,227,232 | $ | 49,041,100 | $ | 68,268,332 | — | $ | 68,268,332 | ||||||||||||
2012: | 6,132,108 | 12,469,117 | 18,601,225 | — | 18,601,225 |
As of October 31, 2013 and 2012, respectively, the components of accumulated earnings/(deficit) on a tax basis were as follows:
Components of accumulated earnings/(deficit): | |||||||||||||||||||||||||||||||
Undistributed Ordinary income | Undistributed long-term capital gain | Accumulated earnings | Accumulated capital and other losses | Other book/tax temporary differences | Unrealized appreciation/ (depreciation) | Total accumulated earnings/ (deficit) | |||||||||||||||||||||||||
2013: | $ | 51,311,687 | $ | 95,217,318 | $ | 146,529,005 | — | $ | (1,024,321 | ) | $ | 1,232,151,095 | $ | 1,377,655,779 | |||||||||||||||||
2012: | 10,315,796 | 49,024,436 | 59,340,232 | — | — | 342,867,094 | 402,207,326 |
The Fund did not have a net capital loss carryforward at October 31, 2013.
Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carryforward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period and they will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital losses.
Total distributions paid may differ from amounts reported in the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid.
FINANCIAL STATEMENT APRIL 30, 2014 | 15 |
BBH CORE SELECT |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
The differences between book basis and tax basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.
To the extent future capital gains are offset by capital loss carryforwards; such gains will not be distributed.
G. | Use of Estimates. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from these estimates. |
H. | “Disclosures about Offsetting Assets and Liabilities”. The Fund has adopted Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” and ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities”. |
Management has determined that there is no impact to the financial statements.
3. | Recent Accounting Pronouncements. In June 2013, the FASB issued Accounting Standard Update No. 2013-08, “Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” (“ASU 2013-08”). ASU 2013-08 clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company and for the measurement of non-controlling ownership interests in other investment companies. ASU 2013-08 is effective prospectively for interim or annual periods beginning on or after December 15, 2013. Management does not expect this guidance to have an impact on the financial statements. |
4. | Fees and Other Transactions with Affiliates. |
A. | Investment Advisory and Administrative Fees. Under a combined Investment Advisory and Administrative Services Agreement (“Agreement”) with the Trust, Brown Brothers Harriman & Co. (“BBH”) through a separately identifiable department (“SID” or “Investment Adviser”) provides investment advisory and portfolio management services to the Fund. BBH also provides administrative services to the Fund. The Fund pays a combined fee for investment advisory and administrative services calculated daily and paid monthly at an annual rate equivalent to 0.80% of the Fund’s average daily net assets. For the six months ended April 30, 2014, the Fund incurred $23,934,120 under the Agreement. |
B. | Investment Advisory and Administrative Fee Waivers. Effective July 14, 2010, the Investment Adviser contractually agreed to limit the annual fund operating expenses (excluding interest, taxes, brokerage commissions, other expenditures that are capitalized in accordance with GAAP, other extraordinary expenses not incurred in the ordinary course of the Fund’s business and for Retail |
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BBH CORE SELECT |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
Class, amounts payable pursuant to any plan adopted in accordance with Rule 12b-1) of Class N and Retail Class to 1.00%. The agreement will terminate on May 1, 2015, unless it is renewed by all parties to the agreement. The agreement may only be terminated during its term with approval of the Fund’s Board of Trustees. For the six months ended April 30, 2014, the Investment Adviser waived fees in the amount of $2,231,108 and $302,036 for Class N and Retail Class, respectively.
C. | Shareholder Servicing Fees. The Trust has a shareholder servicing agreement with BBH. BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate of 0.25% of Class N and Retail Class shares’ average daily net assets. For the six months ended April 30, 2014, the Fund incurred shareholder servicing fees in the amount of $7,025,167 and $454,246 for Class N and Retail Class, respectively. |
D. | Distribution (12b-1) Fees. The Fund has adopted a distribution plan pursuant to Rule 12b-1 for Retail Class shares that allows the Fund to pay distribution and other fees for the sale of its shares and for services provided to shareholders. Because these fees are paid out of the Fund’s assets continuously, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. The maximum annual distribution fee for Retail Class shares is 0.25% of the average daily net assets of the Retail Class shares of the Fund. With this agreement, it is anticipated that total operating expenses for Retail Class shares will be 1.25% of the average daily net assets. For the six months ended April 30, 2014, Retail Class shares of the Fund incurred $454,045 for Distribution (12b-1) Fees. |
E. | Custody and Fund Accounting Fees. BBH acts as a custodian and fund accountant and receives custody and fund accounting fees from the Fund calculated daily and incurred monthly. BBH holds all of the Fund’s cash and investments and calculates the Fund’s daily net asset value. The custody fee is an asset and transaction based fee. The fund accounting fee is an asset based fee calculated at 0.004% of the Fund’s net asset value. For the six months ended April 30, 2014, the Fund incurred $175,123 in custody and fund accounting fees. These fees for the Fund were reduced by $1,034 as a result of an expense offset arrangement with the Fund’s custodian. The credit amount (if any) is disclosed in the Statement of Operations as a reduction to the Fund’s expenses. In the event that the Fund is overdrawn, under the custody agreement with BBH, BBH will make overnight loans to the Fund to cover overdrafts. Pursuant to their agreement, the Fund will pay the Federal Funds overnight investment rate on the day of the overdraft. The total interest incurred by the Fund for the six months ended April 30, 2014, was $90. |
F. | Board of Trustees’ Fees. Each Trustee who is not an “interested person” as defined under the 1940 Act receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the six months ended April 30, 2014, the Fund incurred $48,291 in non-interested Trustee compensation and reimbursements. |
FINANCIAL STATEMENT APRIL 30, 2014 | 17 |
BBH CORE SELECT |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
5. | Investment Transactions. For the six months ended April 30, 2014, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $234,455,795 and $266,693,448, respectively. |
6. | Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of Class N and Retail Class shares of beneficial interest at no par value. Transactions in Class N and Retail Class shares were as follows: |
For the six months ended April 30, 2014 (unaudited) | For the year ended October 31, 2013 | |||||||||||||||
Shares | Dollars | Shares | Dollars | |||||||||||||
Class N | ||||||||||||||||
Shares sold | 18,800,448 | $ | 401,114,200 | 120,400,382 | $ | 2,246,685,881 | ||||||||||
Shares issued in connection | ||||||||||||||||
with reinvestments of | ||||||||||||||||
dividends | 5,140,430 | 106,355,485 | 2,639,087 | 45,602,628 | ||||||||||||
Proceeds from short-term | ||||||||||||||||
redemption fees | NA | 10,706 | NA | 26,513 | ||||||||||||
Shares redeemed | (22,820,727 | ) | (482,448,185 | ) | (31,580,112 | ) | (607,487,761 | ) | ||||||||
Net increase | 1,120,151 | $ | 25,032,206 | 91,459,357 | $ | 1,684,827,261 | ||||||||||
Retail Class | ||||||||||||||||
Shares sold | 6,202,965 | $ | 87,011,792 | 12,517,484 | $ | 155,325,766 | ||||||||||
Shares issued in connection | ||||||||||||||||
with reinvestments | ||||||||||||||||
of dividends | 870,734 | 11,754,909 | 591,512 | 6,755,067 | ||||||||||||
Proceeds from short-term | ||||||||||||||||
redemption fees | NA | 1,416 | NA | 8,240 | ||||||||||||
Shares redeemed | (5,151,723 | ) | (71,863,508 | ) | (9,887,218 | ) | (126,916,689 | ) | ||||||||
Net increase | 1,921,976 | $ | 26,904,609 | 3,221,778 | $ | 35,172,384 |
7. | Principal Risk Factors and Indemnifications. |
A. | Principal Risk Factors. Investing in the Fund may involve certain risks, as discussed in the Fund’s prospectus, including but not limited to, those described below: |
A shareholder may lose money by investing in the Fund (investment risk). The Fund is actively managed and the decisions by the Investment Adviser may cause the Fund to incur losses or miss profit opportunities (management risk). In the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to assumption of large positions in
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BBH CORE SELECT |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
securities of a small number of issuers (non-diversification risk), or certain risks associated with investing in foreign securities not present in domestic investments (foreign investment risk). The value of securities held by the Fund may fall due to changing economic, political, regulatory or market conditions, or due to a company’s or issuer’s individual situation (market risk). Price movements may occur due to factors affecting individual companies, such as the issuance of an unfavorable earnings report, or other events affecting particular industries or the equity markets as a whole (equity securities risk). The Fund’s shareholders may be adversely impacted by asset allocation decisions made by an investment adviser whose discretionary clients make up a large percentage of the Fund’s shareholders (shareholder concentration risk). The extent of the Fund’s exposure to these risks in respect to these financial assets is included in their value as recorded in the Fund’s Statement of Assets and Liabilities.
Please refer to the Fund’s prospectus for a complete description of the principal risks of investing in the Fund.
B. | Indemnifications. Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote. |
8. | Subsequent Events. Management has evaluated events and transactions that have occurred since April 30, 2014 through the date the financial statements were issued and determined that there were none that would require recognition or additional disclosure in the financial statements. |
FINANCIAL STATEMENT APRIL 30, 2014 | 19 |
BBH CORE SELECT |
DISCLOSURE OF FUND EXPENSES |
April 30, 2014 (unaudited) |
EXAMPLE
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested distributions, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution 12b-1 fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2013 to April 30, 2014).
ACTUAL EXPENSES
The first line of the table below provides information about actual account values and actual expenses. You may use information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during the period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% Hypothetical Example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
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BBH CORE SELECT |
DISCLOSURE OF FUND EXPENSES (continued) |
April 30, 2014 (unaudited) |
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value November 1, 2013 | Ending Account Value April 30, 2014 | Expenses Paid During Period November 1, 2013 to April 30, 20141 | ||||
Class N | ||||||
Actual | $1,000 | $1,061 | $5.11 | |||
Hypothetical2 | $1,000 | $1,020 | $5.01 | |||
Beginning Account Value November 1, 2013 | Ending Account Value April 30, 2014 | Expenses Paid During Period November 1, 2013 to April 30, 20141 | ||||
Retail Class | ||||||
Actual | $1,000 | $1,059 | $6.38 | |||
Hypothetical2 | $1,000 | $1,019 | $6.26 |
1 | Expenses are equal to the Fund’s annualized expense ratio of 1.00% and 1.25% for Class N and Retail Class shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). |
2 | Assumes a return of 5% before expenses. For the purposes of the calculation, the applicable annualized expense ratio for each class of shares is subtracted from the assumed return before expenses. |
FINANCIAL STATEMENT APRIL 30, 2014 | 21 |
BBH CORE SELECT |
DISCLOSURE OF ADVISOR SELECTION |
April 30, 2014 (unaudited) |
Investment Advisory and Administrative Services Agreement Approval
The 1940 Act requires that the continuance of a fund’s investment advisory agreements must be approved annually both by a fund’s board of trustees and by a majority of the trustees who are not parties to the investment advisory agreements or “interested persons” of any party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.
The Board, a majority of whom are Independent Trustees, held an in-person meeting on December 10, 2013, to consider whether to renew the Investment Advisory and Administrative Services Agreement (the “Agreement”) between the Trust and the Investment Adviser with respect to the existing funds in the Trust, including the Fund. In approving the renewal of the Agreement with respect to the Fund for an additional one year term, the Board determined that the terms of the Agreement were fair and reasonable and that they had received sufficient information to make an informed business decision with respect to the continuation of the Agreement.
Both in the meeting specifically held to address the continuance of the Agreement and at other meetings during the course of the year, the Board requested and received a variety of materials provided by the Investment Adviser and BBH, including information about personnel, operations and Fund performance. The Board also received third-party comparative performance and fee and expense information for the Fund. The Board received a memorandum from Counsel to the Trust (“Fund Counsel”) regarding the responsibilities of trustees for the approval of investment advisory agreements. In addition, the Board met in executive session outside the presence of Fund management.
The following is a summary of the factors the Board considered in making its determination to approve the continuance of the Agreement. No single factor reviewed by the Board was identified as the principal factor in determining whether to approve the Agreement, and individual Trustees may have given different weight to various factors. The Board reviewed these factors with Fund Counsel.
Nature, Extent and Quality of Services
The Board noted that, pursuant to the Agreement with respect to the Fund, the Investment Adviser, subject to the supervision of the Board, is responsible for providing a continuous investment program and making purchases and sales of portfolio securities consistent with the Fund’s investment objective and policies. The Board received and considered information, during the in-person meeting held on December 10, 2013, and during the past year, regarding the nature, extent and quality of services provided to the Fund by the Investment Adviser including the supervision of operations and compliance and regulatory filings, disclosures to Fund shareholders, general oversight of service providers, assisting the Board, including the Independent Trustees, in their capacity as Trustees and other services. The Board considered the resources of the Investment Adviser and BBH dedicated to the Fund noting that BBH also provides administrative, custody, fund accounting and shareholder servicing services to the Fund.
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BBH CORE SELECT |
DISCLOSURE OF ADVISOR SELECTION (continued) |
April 30, 2014 (unaudited) |
The Board considered the scope and quality of services provided by the Investment Adviser under the Agreement. The Board also considered the policies and practices followed by BBH and the Investment Adviser. The Board also considered brokerage policies and practices, the standards applied in seeking best execution and policies and practices regarding soft dollars. The Board reviewed the qualifications of the key investment personnel primarily responsible for the day-to-day portfolio management of the Fund. The Board noted that in the course of its regular meetings it received reports on each of the foregoing topics. The Board concluded that, overall, they were satisfied with the nature, extent and quality of services provided, and expected to be provided, to the Fund pursuant to the Agreement.
Fund Performance
The Board received and considered performance information for the Fund. The Board considered the Fund’s performance relative to a peer category of other mutual funds. As part of this review, the Trustees considered the composition of the peer category, selection criteria and reputation of the third party who prepared the peer category analysis. In addition, the Board received detailed performance information for the Fund at other meetings held during the year. The Board considered short-term and long-term investment performance for the Fund over various periods of time as compared to a selection of peer funds, noting that the Fund has outperformed in the 3, 4, 5, and 10 year periods. In evaluating the performance of the Fund, the Board considered the risk expectations for the Fund as well as the level of Fund performance in the context of its review. Based on this information, the Board concluded that it was satisfied with the Fund’s investment results.
Fund Expenses
The Board considered the fee rates paid by the Fund to the Investment Adviser and BBH in light of the nature, extent and quality of the services provided to the Fund. The Board also considered and reviewed the fee waiver arrangement that was in place for the Fund and considered the actual fee rates, after taking into account the waiver. The Board considered the depth and range of services provided pursuant to the Agreement, noting that the Investment Adviser also coordinates the provision of services to the Fund by affiliated and nonaffiliated service providers. The Board received and considered information comparing the Fund’s investment advisory and administration fee and the Fund’s net total expenses with those of other comparable mutual funds, such peer group and comparisons having been selected and calculated by an independent third party. The Board recognized that it is difficult to make comparisons of the fee rate, or of combined advisory and administration fees, because there are variations in the services that are included in the fees paid by other funds. The Board concluded that the advisory and administration fee appeared to be reasonable in light of the services rendered and was the result of arm’s length negotiations.
FINANCIAL STATEMENT APRIL 30, 2014 | 23 |
BBH CORE SELECT |
DISCLOSURE OF ADVISOR SELECTION (continued) |
April 30, 2014 (unaudited) |
Costs of Services Provided and Profitability
With regard to profitability, the Trustees considered the compensation flowing to the Adviser and BBH, directly or indirectly. The Board reviewed the Investment Adviser and BBH’s profitability data for the Fund for the nine-months ended September 30, 2013, and for the prior two-year period. The data also included the effect of revenue generated by the shareholder servicing, custody, fund accounting and administration fees paid by the Fund to BBH. The Board reviewed the allocation methods used in preparing the profitability data. The Board also considered the effect of fall-out benefits on the expenses of the Investment Adviser and BBH such as the increased visibility of BBH’s investment management business due to the distribution of the Funds through various broker dealer platforms as well as the research services acquired by BBH through soft dollars. The Board focused on profitability of the Investment Adviser and BBH’s relationships with the Fund before taxes and distribution expenses. The Board concluded that the Investment Adviser and BBH’s profitability was not excessive in light of the nature, extent and quality of services provided to the Fund. The Board considered other benefits received by BBH and the Investment Adviser as a result of their relationships with the Fund. These other benefits include proprietary research received from brokers that execute the Fund’s purchases and sales of securities and fees received for being the Fund’s administrator, custodian, fund accounting and shareholder servicing agent. In light of the costs of providing services pursuant to the Agreement as well as the Investment Adviser and BBH’s commitment to the Fund, the ancillary benefits that the Investment Adviser and BBH received were considered reasonable.
Economies of Scale
The Board considered the existence of any economies of scale and whether those are passed along to the Fund’s shareholders through a graduated investment advisory fee schedule or other means, including any fee waivers by the Investment Adviser and BBH . The Board noted that the fee schedule for the Fund does not contain breakpoints. Based on information they had been provided over many years, the Board observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there appeared to be no uniformity or pattern in the fees and asset levels at which breakpoints apply. In light of the Fund’s current size and expense structure, the Board concluded that it was unnecessary at this time to consider breakpoints with respect to the Fund. The Board concluded that the fees paid by the Fund to the Investment Adviser were reasonable based on the comparative performance, expense information, the cost of the services provided and the profits to be realized by the Investment Adviser.
24 |
BBH CORE SELECT |
CONFLICTS OF INTEREST |
April 30, 2014 (unaudited) |
Conflicts of Interest
Certain conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them, For example, BBH may act as adviser to private funds with investment strategies similar to the Fund. Those private funds may pay BBH a performance fee in addition to the stated investment advisory fee. In such cases, BBH may have an incentive to allocate certain investment opportunities to the private fund rather than the Fund in order to increase the private fund’s performance and thus improve BBH’s chances of receiving the performance fee. However, BBH has implemented policies and procedures to assure that investment opportunities are allocated equitably between the Fund and other funds and accounts with similar investment strategies.
Other potential conflicts might include conflicts between the Fund and its affiliated and unaffiliated service providers (e.g. conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. Also, because its advisory fees are calculated by reference to a Fund’s net assets, the Investment Adviser and its affiliates may have an incentive to seek to overvalue certain assets.
Purchases and sales of securities for the Fund may be aggregated with orders for other BBH client accounts. BBH, however, is not required to aggregate orders if portfolio management decisions for different accounts are made separately, or if they determine that aggregating is not practicable, or in cases involving client direction.
Prevailing trading activity frequently may make impossible the receipt of the same price or execution on the entire volume of securities purchased or sold. When this occurs, the various prices may be averaged, and the Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged the same commission or commission equivalent rates in connection with an aggregated order.
FINANCIAL STATEMENT APRIL 30, 2014 | 25 |
BBH CORE SELECT |
CONFLICTS OF INTEREST (continued) |
April 30, 2014 (unaudited) |
The Investment Adviser may direct brokerage transactions and/or payment of a portion of client commissions (“soft dollars”) to specific brokers or dealers or other providers to pay for research or other appropriate services which provide, in the Investment Adviser’s view, appropriate assistance to the Investment Adviser in the investment decision-making process (including with respect to futures, fixed-price offerings and over-the-counter transactions). The use of a broker that provides research and securities transaction services may result in a higher commission than that offered by a broker who does not provide such services. The Investment Adviser will determine in good faith whether the amount of commission is reasonable in relation to the value of research and services provided and whether the services provide lawful and appropriate assistance in its investment decision-making responsibilities.
Research or other services obtained in this manner may be used in servicing any or all of the Funds and other BBH client accounts, including in connection with BBH client accounts that do not pay commissions to the broker related to the research or other service arrangements. Such products and services may disproportionately benefit other BBH client accounts relative to the Fund based on the amount of brokerage commissions paid by the Fund and such other BBH client accounts. For example, research or other services that are paid for through one client’s commissions may not be used in managing that client’s account. In addition, other BBH client accounts may receive the benefit, including disproportionate benefits, of economies of scale or price discounts in connection with products and services that may be provided to the Fund and to such other BBH client accounts. To the extent that BBH uses soft dollars, it will not have to pay for those products and services itself.
BBH may receive research that is bundled with the trade execution, clearing, and/or settlement services provided by a particular broker-dealer. To the extent that BBH receives research on this basis, many of the same conflicts related to traditional soft dollars may exist. For example, the research effectively will be paid by client commissions that also will be used to pay for the execution, clearing, and settlement services provided by the broker-dealer and will not be paid by BBH.
BBH may endeavor to execute trades through brokers who, pursuant to such arrangements, provide research or other services in order to ensure the continued receipt of research or other services BBH believes are useful in its investment decision-making process. BBH may from time to time choose not to engage in the above described arrangements to varying degrees. BBH may also enter into commission sharing arrangements under which BBH may execute transactions through a broker-dealer, and request that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides research to BBH. To the extent that BBH engages in commission sharing arrangements, many of the same conflicts related to traditional soft dollars may exist.
26 |
BBH CORE SELECT |
CONFLICTS OF INTEREST (continued) |
April 30, 2014 (unaudited) |
Arrangements regarding compensation and delegation of responsibility may create conflicts relating to selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades, administration of investment advice and valuation of securities.
From time to time BBH may invest a portion of the assets of its discretionary investment advisory clients in the Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times. Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Fund’s expense ratio. BBH reserves the right to redeem at any time some or all of the shares of the Fund acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Fund by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Fund, which might have an adverse effect on the Fund’s investment flexibility, portfolio diversification and expense ratio.
BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.
When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments may be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination, and may be based on analytical values determined by BBH using proprietary or third party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.
BBH, including the Investment Adviser, seeks to meet its fiduciary obligation with respect to all clients including the Fund. BBH has adopted and implemented policies and procedures that seek to manage conflicts. The Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, review of allocation decisions, the investment in only those securities that have been approved for purchase by an oversight committee, and compliance with the Investment Adviser’s Code of Ethics.
FINANCIAL STATEMENT APRIL 30, 2014 | 27 |
BBH CORE SELECT |
CONFLICTS OF INTEREST (continued) |
April 30, 2014 (unaudited) |
With respect to the allocation of investment opportunities, BBH has adopted and implemented policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. BBH has structured the portfolio managers’ compensation in a manner it believes is reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts.
The Trust also manages these conflicts. For example, the Trust has designated a chief compliance officer and has adopted and implemented policies and procedures designed to manage the conflicts identified above and other conflicts that may arise in the course of the Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser and the Trust’s chief compliance officer on areas of potential conflict.
28 |
Administrator
Brown Brothers Harriman
140 Broadway
New York, NY 10005
Distributor
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203
Shareholder Servicing Agent
Brown Brothers Harriman
140 Broadway
New York, NY 10005 (800) 575-1265
Investment Adviser
Brown Brothers Harriman
Mutual Fund Advisory
Department
140 Broadway
New York, NY 10005
To obtain information or make shareholder inquiries:
By telephone: | Call 1-800-575-1265 | |
By E-mail send your request to: | bbhfunds@bbh.com | |
On the internet: | www.bbhfunds.com |
This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund. Such offering is made only by the prospectus, which includes details as to offering price and other material information.
The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” Information on Form N-Q is available without charge and upon request by calling the Funds at the toll-free number listed above. A text only version can be viewed online or downloaded from the SEC’s website at http://www.sec.gov; and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-SEC-0330 for information on the operation of the Public Reference Room). You may also access this information from the BBH Funds website at www.bbhfunds.com.
A summary of the Fund’s Proxy Voting Policy that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio, as well as a record of how the Fund voted any such proxies during the most recent 12-month period ended June 30, is available upon request by calling the toll-free number listed above. This information is also available from the Edgar database on the SEC’s website at www.sec.gov.
Semi-Annual Report
APRIL 30, 2014
BBH Global Core Select
BBH GLOBAL CORE SELECT |
PORTFOLIO ALLOCATION |
April 30, 2014 (unaudited) |
COUNTRY DIVERSIFICATION
U.S. $ Value | Percent of Net Assets | |||||||
Canada | $ | 9,940,074 | 6.1 | % | ||||
France | 10,421,667 | 6.3 | ||||||
Germany | 10,114,295 | 6.2 | ||||||
Netherlands | 1,804,418 | 1.1 | ||||||
Norway | 5,681,696 | 3.5 | ||||||
Sweden | 3,619,872 | 2.2 | ||||||
Switzerland | 15,778,631 | 9.6 | ||||||
United Kingdom | 15,334,727 | 9.3 | ||||||
United States | 81,041,060 | 49.4 | ||||||
Repurchase Agreements | 10,000,000 | 6.1 | ||||||
Cash and Other Assets in Excess of Liabilities | 289,322 | 0.2 | ||||||
NET ASSETS | $ | 164,025,762 | 100.0 | % |
All data as of April 30, 2014. The BBH Global Core Select Fund’s (the “Fund”) country diversification is expressed as a percentage of net assets and may vary over time.
The accompanying notes are an integral part of these financial statements.
2 |
BBH GLOBAL CORE SELECT |
PORTFOLIO ALLOCATION (continued) |
April 30, 2014 (unaudited) |
SECTOR DIVERSIFICATION
U.S. $ Value | Percent of Net Assets | |||||||
Basic Materials | $ | 13,042,096 | 8.0 | % | ||||
Communications | 17,458,810 | 10.6 | ||||||
Consumer Cyclical | 15,828,088 | 9.7 | ||||||
Consumer Non-Cyclical | 45,831,020 | 27.9 | ||||||
Energy | 26,625,660 | 16.2 | ||||||
Financials | 16,590,463 | 10.1 | ||||||
Technology | 18,360,303 | 11.2 | ||||||
Repurchase Agreements | 10,000,000 | 6.1 | ||||||
Cash and Other Assets in Excess of Liabilities | 289,322 | 0.2 | ||||||
NET ASSETS | $ | 164,025,762 | 100.0 | % |
All data as of April 30, 2014. The Fund’s sector diversification is expressed as a percentage of net assets and may vary over time.
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 3 |
BBH GLOBAL CORE SELECT |
PORTFOLIO OF INVESTMENTS |
April 30, 2014 (unaudited) |
Shares | Value | |||||||
COMMON STOCKS (93.7%) | ||||||||
CANADA (6.1%) | ||||||||
ENERGY | ||||||||
127,800 | ARC Resources, Ltd. | $ | 3,794,099 | |||||
27,600 | Vermilion Energy, Inc. | 1,837,564 | ||||||
5,631,663 | ||||||||
FINANCIALS | ||||||||
65,575 | Intact Financial Corp. | 4,308,411 | ||||||
Total Canada | 9,940,074 | |||||||
FRANCE (6.3%) | ||||||||
COMMUNICATIONS | ||||||||
77,700 | JCDecaux S.A. | 3,186,466 | ||||||
CONSUMER NON-CYCLICAL | ||||||||
67,125 | Sanofi | 7,235,201 | ||||||
Total France | 10,421,667 | |||||||
GERMANY (6.2%) | ||||||||
BASIC MATERIALS | ||||||||
23,400 | Brenntag AG | 4,232,580 | ||||||
ENERGY | ||||||||
63,900 | Fuchs Petrolub AG | 5,881,715 | ||||||
Total Germany | 10,114,295 | |||||||
NETHERLANDS (1.1%) | ||||||||
CONSUMER NON-CYCLICAL | ||||||||
42,100 | Unilever NV | 1,804,418 | ||||||
Total Netherlands | 1,804,418 | |||||||
NORWAY (3.5%) | ||||||||
ENERGY | ||||||||
164,600 | TGS Nopec Geophysical Co. ASA | 5,681,696 | ||||||
Total Norway | 5,681,696 |
The accompanying notes are an integral part of these financial statements.
4 |
BBH GLOBAL CORE SELECT |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Shares | Value | |||||||
COMMON STOCKS (continued) | ||||||||
SWEDEN (2.2%) | ||||||||
FINANCIALS | ||||||||
71,900 | Svenska Handelsbanken AB (Class A) | $ | 3,619,872 | |||||
Total Sweden | 3,619,872 | |||||||
SWITZERLAND (9.6%) | ||||||||
CONSUMER NON-CYCLICAL | ||||||||
111,425 | Nestle SA | 8,618,589 | ||||||
82,375 | Novartis AG | 7,160,042 | ||||||
Total Switzerland | 15,778,631 | |||||||
UNITED KINGDOM (9.3%) | ||||||||
COMMUNICATIONS | ||||||||
203,300 | Pearson, Plc. | 3,810,024 | ||||||
CONSUMER NON-CYCLICAL | ||||||||
121,200 | Diageo, Plc. | 3,715,122 | ||||||
34,000 | Reckitt Benckiser Group, Plc. | 2,748,587 | ||||||
1,020,750 | Tesco, Plc. | 5,060,994 | ||||||
11,524,703 | ||||||||
Total United Kingdom | 15,334,727 | |||||||
UNITED STATES (49.4%) | ||||||||
BASIC MATERIALS | ||||||||
57,550 | Celanese Corp. (Series A) | 3,535,296 | ||||||
40,400 | Praxair, Inc. | 5,274,220 | ||||||
8,809,516 | ||||||||
COMMUNICATIONS | ||||||||
6,155 | Google, Inc. (Class A)1 | 3,292,187 | ||||||
6,155 | Google, Inc. (Class C)1 | 3,241,592 | ||||||
83,675 | Nielsen Holdings NV | 3,928,541 | ||||||
10,462,320 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 5 |
BBH GLOBAL CORE SELECT |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Shares | Value | |||||||
COMMON STOCKS (continued) | ||||||||
UNITED STATES (continued) | ||||||||
CONSUMER CYCLICAL | ||||||||
78,750 | Bed, Bath & Beyond, Inc.1 | $ | 4,892,737 | |||||
121,300 | Sally Beauty Holdings, Inc.1 | 3,324,833 | ||||||
62,900 | Target Corp. | 3,884,075 | ||||||
46,750 | Wal-Mart Stores, Inc. | 3,726,443 | ||||||
15,828,088 | ||||||||
CONSUMER NON-CYCLICAL | ||||||||
51,100 | Baxter International, Inc. | 3,719,569 | ||||||
18,675 | PepsiCo, Inc. | 1,603,996 | ||||||
137,624 | Zoetis, Inc. | 4,164,502 | ||||||
9,488,067 | ||||||||
ENERGY | ||||||||
50,925 | Occidental Petroleum Corp. | 4,876,069 | ||||||
44,850 | Schlumberger, Ltd. | 4,554,517 | ||||||
9,430,586 | ||||||||
FINANCIALS | ||||||||
174,500 | Wells Fargo & Co. | 8,662,180 | ||||||
TECHNOLOGY | ||||||||
167,825 | Microsoft Corp. | 6,780,130 | ||||||
89,225 | QUALCOMM, Inc. | 7,022,900 | ||||||
70,350 | Solera Holdings, Inc. | 4,557,273 | ||||||
18,360,303 | ||||||||
Total United States | 81,041,060 | |||||||
Total Common Stocks (Identified cost $139,648,372) | 153,736,440 |
The accompanying notes are an integral part of these financial statements.
6 |
BBH GLOBAL CORE SELECT |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | ||||||||||
REPURCHASE AGREEMENTS (6.1%) | |||||||||||||
$ | 10,000,000 | National Australia Bank (Agreement dated | |||||||||||
04/30/14 collateralized by U.S. Treasury | |||||||||||||
Bond 1.375%, due 12/31/18, valued at | |||||||||||||
$10,200,000) | 05/01/14 | 0.030 | % | $ | 10,000,000 | ||||||||
Total Repurchase Agreements | |||||||||||||
(Identified cost $10,000,000) | 10,000,000 | ||||||||||||
TOTAL INVESTMENTS (Identified cost $149,648,372)2 | 99.8 | % | $ | 163,736,440 | |||||||||
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES | 0.2 | % | 289,322 | ||||||||||
NET ASSETS | 100.0 | % | $ | 164,025,762 |
1 | Non-income producing security. |
2 | The aggregate cost for federal income tax purposes is $149,648,372, the aggregate gross unrealized appreciation is $16,761,796 and the aggregate gross unrealized depreciation is $2,673,728, resulting in net unrealized appreciation of $14,088,068. |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 7 |
BBH GLOBAL CORE SELECT |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
FAIR VALUE MEASUREMENTS
The Fund is required to disclose information regarding the fair value measurements of the Fund’s assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure requirement established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including for example, the risk inherent in a particular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the Fund’s own considerations about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
The three levels defined by the fair value hierarchy are as follows:
— | Level 1 – unadjusted quoted prices in active markets for identical investments. |
— | Level 2 – significant other observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.). |
— | Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the investment adviser. The investment adviser considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the investment adviser’s perceived risk of that instrument.
The accompanying notes are an integral part of these financial statements.
8 |
BBH GLOBAL CORE SELECT |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Financial assets within level 1 are based on quoted market prices in active markets. The Fund does not adjust the quoted price for these instruments.
Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. These include investment-grade corporate bonds, U.S. Treasury notes and bonds, and certain non-U.S. sovereign obligations, listed equities and over-the-counter derivatives. As level 2 financial assets include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.
Financial assets classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 financial assets include private equity and certain corporate debt securities. As observable prices are not available for these securities, valuation techniques are used to derive fair value.
Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon the actual sale of those investments.
The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2014.
Investments, at value | Unadjusted Quoted Prices in Active Markets for Identical Investments (Level 1)* | Significant Other Observable Inputs (Level 2)* | Significant Unobservable Inputs (Level 3)* | Balance as of April 30, 2014 | ||||||||||||
Basic Materials | $ | 8,809,516 | $ | 4,232,580 | $ | — | $ | 13,042,096 | ||||||||
Communications | 10,462,320 | 6,996,490 | — | 17,458,810 | ||||||||||||
Consumer Cyclical | 15,828,088 | — | — | 15,828,088 | ||||||||||||
Consumer Non-Cyclical | 9,488,067 | 36,342,953 | — | 45,831,020 | ||||||||||||
Energy | 15,062,249 | 11,563,411 | — | 26,625,660 | ||||||||||||
Financials | 12,970,591 | 3,619,872 | — | 16,590,463 | ||||||||||||
Technology | 18,360,303 | — | — | 18,360,303 | ||||||||||||
Repurchase Agreements | — | 10,000,000 | — | 10,000,000 | ||||||||||||
Investments, at value | $ | 90,981,134 | $ | 72,755,306 | $ | — | $ | 163,736,440 |
* | The Fund’s policy is to disclose transfers between levels based on valuations at the end of the reporting period. There were no transfers between Levels 1, 2 or 3 as of April 30, 2014, based on the valuation input levels on October 31, 2013. |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 9 |
BBH GLOBAL CORE SELECT |
STATEMENT OF ASSETS AND LIABILITIES |
April 30, 2014 (unaudited) |
ASSETS: | ||||
Investments in securities, at value (Identified cost $139,648,372) | $ | 153,736,440 | ||
Repurchase agreements (Identified cost $10,000,000) | 10,000,000 | |||
Cash | 3,600,308 | |||
Foreign currency at value (Identified cost $783,328) | 787,442 | |||
Receivables for: | ||||
Investments sold | 561,447 | |||
Dividends and interest | 501,667 | |||
Investment advisory and administrative fees waiver reimbursement | 37,154 | |||
Prepaid assets | 264 | |||
Total Assets | 169,224,722 | |||
LIABILITIES: | ||||
Payables for: | ||||
Shares redeemed | 5,000,002 | |||
Investment advisory and administrative fees | 125,260 | |||
Professional fees | 26,405 | |||
Shareholder servicing fees | 24,785 | |||
Custody and fund accounting fees | 11,601 | |||
Board of Trustees’ fees | 3,945 | |||
Transfer agent fees | 2,054 | |||
Distributors fees | 1,556 | |||
Accrued expenses and other liabilities | 3,352 | |||
Total Liabilities | 5,198,960 | |||
NET ASSETS | $ | 164,025,762 | ||
Net Assets Consist of: | ||||
Paid-in capital | $ | 148,768,906 | ||
Undistributed net investment income | 720,814 | |||
Accumulated net realized gain on investments in securities and | ||||
foreign exchange transactions | 440,533 | |||
Net unrealized appreciation/(depreciation) on investments in securities | ||||
and foreign currency translations | 14,095,509 | |||
Net Assets | $ | 164,025,762 | ||
NET ASSET VALUE AND OFFERING PRICE PER SHARE | ||||
CLASS N SHARES | ||||
($161,776,540 ÷ 13,833,797 shares outstanding) | $ | 11.69 | ||
RETAIL CLASS SHARES | ||||
($2,249,222 ÷ 192,646 shares outstanding) | $ | 11.68 |
The accompanying notes are an integral part of these financial statements.
10 |
BBH GLOBAL CORE SELECT |
STATEMENT OF OPERATIONS |
For the period ended April 30, 2014 (unaudited) |
NET INVESTMENT INCOME: | ||||
Income: | ||||
Dividends (net of foreign withholding taxes of $104,227) | $ | 1,629,675 | ||
Interest and other income | 673 | |||
Total Income | 1,630,348 | |||
Expenses: | ||||
Investment advisory and administrative fees | 628,569 | |||
Shareholder servicing fees | 99,248 | |||
Board of Trustees’ fees | 47,929 | |||
Professional fees | 30,130 | |||
Custody and fund accounting fees | 26,416 | |||
Transfer agent fees | 11,750 | |||
Distributors fees | 10,769 | |||
Miscellaneous expenses | 82,257 | |||
Total Expenses | 937,068 | |||
Investment advisory and administrative fees waiver | (103,481 | ) | ||
Expense offset arrangement | (3,961 | ) | ||
Net Expenses | 829,626 | |||
Net Investment Income | 800,722 | |||
NET REALIZED AND UNREALIZED GAIN: | ||||
Net realized gain on investments in securities | 429,630 | |||
Net realized gain on foreign exchange transactions | 10,936 | |||
Net realized gain on investments in securities and foreign | ||||
exchange transactions and translations | 440,566 | |||
Net change in unrealized appreciation/(depreciation) on investments | ||||
in securities | 8,022,506 | |||
Net change in unrealized appreciation/(depreciation) on foreign | ||||
currency translations | 8,425 | |||
Net change in unrealized appreciation/(depreciation) on investments | ||||
in securities and foreign currency translations | 8,030,931 | |||
Net Realized and Unrealized Gain | 8,471,497 | |||
Net Increase in Net Assets Resulting from Operations | $ | 9,272,219 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 11 |
BBH GLOBAL CORE SELECT |
STATEMENT OF CHANGES IN NET ASSETS |
April 30, 2014 |
For the six months ended April 30, 2014 (unaudited) | For the period from March 28, 2013 (commencement of operations) to October 31, 2013 | |||||||
INCREASE IN NET ASSETS: | ||||||||
Operations: | ||||||||
Net investment income | $ | 800,722 | $ | 124,848 | ||||
Net realized gain on investments in securities and | ||||||||
foreign exchange transactions and translations | 440,566 | 276,170 | ||||||
Net change in unrealized appreciation/(depreciation) | ||||||||
on investments in securities and foreign | ||||||||
currency translations | 8,030,931 | 4,611,654 | ||||||
Net increase in net assets resulting from | ||||||||
operations | 9,272,219 | 5,012,672 | ||||||
Dividends and distributions declared: | ||||||||
From net investment income: | ||||||||
Class N | (202,109 | ) | — | |||||
Retail Class | (1,387 | ) | — | |||||
From net realized gains: | ||||||||
Class N | (272,366 | ) | — | |||||
Retail Class | (5,097 | ) | — | |||||
Total dividends and distributions declared | (480,959 | ) | — | |||||
Share transactions: | ||||||||
Shares issued in connection with the merger | — | 15,389,487 | ||||||
Proceeds from sales of shares | 74,949,167 | 70,121,983 | ||||||
Net asset value of shares issued to shareholders | ||||||||
for reinvestment of dividends and distributions | 465,412 | — | ||||||
Proceeds from short-term redemption fees | 428 | 27 | ||||||
Cost of shares redeemed | (10,107,191 | ) | (597,483 | ) | ||||
Net increase in net assets resulting from | ||||||||
share transactions | 65,307,816 | 84,914,014 | ||||||
Total increase in net assets | 74,099,076 | 89,926,686 | ||||||
NET ASSETS: | ||||||||
Beginning of period | 89,926,686 | — | ||||||
End of period (including undistributed net investment | ||||||||
income of $720,814 and $123,588, respectively) | $ | 164,025,762 | $ | 89,926,686 |
The accompanying notes are an integral part of these financial statements.
12 |
BBH GLOBAL CORE SELECT |
FINANCIAL HIGHLIGHTS |
Selected per share data and ratios for a Class N share outstanding throughout each period. |
For the six months ended April 30, 2014 (unaudited) | For the period from March 28, 2013 (commencement of operations) to October 31, 2013 | |||||||
Net asset value, beginning of period | $ | 10.99 | $ | 10.00 | ||||
Income from investment operations: | ||||||||
Net investment income1 | 0.07 | 0.03 | ||||||
Net realized and unrealized gain | 0.68 | 0.96 | ||||||
Total income from investment operations | 0.75 | 0.99 | ||||||
Less dividends and distributions: | ||||||||
From net investment income | (0.02 | ) | — | |||||
From net realized gains | (0.03 | ) | — | |||||
Total dividends and distributions | (0.05 | ) | — | |||||
Short-term redemption fees | 0.00 | 2 | — | |||||
Net asset value, end of period | $ | 11.69 | $ | 10.99 | ||||
Total return | 6.85 | % | 9.90 | % | ||||
Ratios/Supplemental data: | ||||||||
Net assets, end of period (in millions) | $ | 162 | $ | 88 | ||||
Ratio of expenses to average net assets before reductions | 1.37 | %3 | 1.87 | %3 | ||||
Fee waiver | 0.11 | %3,4 | 0.61 | %3,4 | ||||
Expense offset arrangement | 0.01 | %3 | 0.01 | %3 | ||||
Ratio of expenses to average net assets after reductions | 1.25 | %3 | 1.25 | %3 | ||||
Ratio of net investment income to average net assets | 1.22 | %3 | 0.50 | %3 | ||||
Portfolio turnover rate | 4 | % | 6 | %5 |
1 | Calculated using average shares outstanding for the period. |
2 | Less than $ 0.01. |
3 | Annualized. |
4 | The ratio of expenses to average net assets for the six months period ended April 30, 2014 and the period ended October 31, 2013 reflect fees reduced as result of a contractual operating expense limitation of the share class to 1.25%. The agreement is effective for the period beginning on March 28, 2013 through April 1, 2014, and has been renewed by all parties to the agreement through May 1, 2015. For the six months ended April 30, 2014 and the period ended October 31, 2013 the waived fees were $74,692 and $152,928, respectively. |
5 | Represents Fund portfolio turnover for the period ended October 31, 2013. |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 13 |
BBH GLOBAL CORE SELECT |
FINANCIAL HIGHLIGHTS (continued) |
Selected per share data and ratios for a Retail Class share outstanding throughout each period. |
For the six months ended April 30, 2014 (unaudited) | For the period from April 2, 2013 (commencement of operations) to October 31, 2013 | |||||||
Net asset value, beginning of period | $ | 10.98 | $ | 10.00 | ||||
Income from investment operations: | ||||||||
Net investment income1 | 0.04 | 0.00 | 2 | |||||
Net realized and unrealized gain | 0.70 | 0.98 | ||||||
Total income from investment operations | 0.74 | 0.98 | ||||||
Less dividends and distributions: | ||||||||
From net investment income | (0.01 | ) | — | |||||
From net realized gains | (0.03 | ) | — | |||||
Total dividends and distributions | (0.04 | ) | — | |||||
Short-term redemption fees2 | 0.00 | 0.00 | ||||||
Net asset value, end of period | $ | 11.68 | $ | 10.98 | ||||
Total return | 6.72 | % | 9.80 | % | ||||
Ratios/Supplemental data: | ||||||||
Net assets, end of period (in millions) | $ | 2 | $ | 2 | ||||
Ratio of expenses to average net assets before | ||||||||
reductions | 4.32 | %3 | 4.88 | %3 | ||||
Fee waiver | 2.81 | %3,4 | 3.37 | %3,4 | ||||
Expense offset arrangement | 0.01 | %3 | 0.01 | %3 | ||||
Ratio of expenses to average net assets after reductions | 1.50 | %3 | 1.50 | %3 | ||||
Ratio of net investment income to average net assets | 0.72 | %3 | 0.02 | %3 | ||||
Portfolio turnover rate | 4 | % | 6 | %5 |
1 | Calculated using average shares outstanding for the period. |
2 | Less then $0.01. |
3 | Annualized. |
4 | The ratio of expenses to average net assets for the six months ended April 30, 2014 and the period ended October 31, 2013 reflect fees reduced as result of a contractual operating expense limitation of the share class to 1.50%. The agreement is effective for the period beginning on March 28, 2013 through April 1, 2014, and has been renewed by all parties to the agreement through May 1, 2015. For the six months ended April 30, 2014 and the period ended October 31, 2013, the waived fees were $28,789 and $17,913, respectively. |
5 | Represents Fund portfolio turnover for the period ended October 31, 2013. |
The accompanying notes are an integral part of these financial statements.
14 |
BBH GLOBAL CORE SELECT |
NOTES TO FINANCIAL STATEMENTS |
April 30, 2014 (unaudited) |
1. | Organization. The Fund is a separate, non-diversified series of BBH Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust was originally organized under the laws of the State of Maryland on July 16, 1990 as BBH Fund, Inc. and re-organized as a Delaware statutory trust on June 12, 2007. The Fund is the successor to the BBH private investment fund, BBH Global Funds, LLC – Global Core Select, which launched on April 2, 2012. The Fund commenced operations on March 28, 2013. The Fund offers both Class N shares and Retail Class shares. Neither Class N shares nor Retail Class shares convert to any other class of shares of the Fund. As of April 30, 2014, there were six series of the Trust. |
2. | Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”). The following summarizes significant accounting policies of the Fund: |
A. | Valuation of Investments. (1) The value of investments listed on a securities exchange is based on the last sale price on that exchange prior to the time when assets are valued, or in the absence of recorded sales, at the average of readily available closing bid and asked prices on such exchange; (2) securities not traded on an exchange are valued at the average of the quoted bid and asked prices in the over-the-counter market; (3) securities or other assets for which market quotations are not readily available are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board of Trustees (“Board”); (4) short-term investments, which mature in 60 days or less are valued at amortized cost if their original maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if their original maturity when acquired by the Fund was more than 60 days, unless the use of amortized cost is determined not to represent “fair value” by the Board; (5) for securities traded on international exchanges, if events which may affect the value of the Fund’s securities occur after the close of the primary exchange on which such securities trade and before the Fund’s net asset value is next determined, then those securities will be fair valued as determined in good faith under supervision of the Board. The Fund currently uses a systematic fair value model provided by an independent third party to value international securities on a daily basis. |
B. | Accounting for Investments and Income. Investment transactions are accounted for on the trade date. Realized gains and losses on investment transactions are determined based on the identified cost method. Dividend income and other distributions received from portfolio securities are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of securities received at ex-date. Distributions received on securities that represent a return of capital or a capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued daily. Investment income is recorded net of any foreign taxes withheld where recovery of such tax is uncertain. |
FINANCIAL STATEMENT APRIL 30, 2014 | 15 |
BBH GLOBAL CORE SELECT |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
C. | Fund Expenses. Most expenses of the Trust can be directly attributed to a specific fund. Expenses which cannot be directly attributed to a fund are apportioned amongst each fund in the Trust equally. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. |
D. | Repurchase Agreements. The Fund may enter into repurchase agreements. Repurchase agreements are transactions in which the Fund buys a security from a dealer or bank and agrees to sell the security back at a mutually agreed upon time and price. The repurchase price normally is in excess of the purchase price, reflecting an agreed upon interest rate. The rate is effective for the period of time that assets of the Fund are invested in the agreement and is not related to the coupon rate on the underlying security. The Fund will enter into repurchase agreements only with banks and other recognized financial institutions, such as securities dealers, deemed creditworthy by the investment adviser. The Fund’s custodian or sub-custodian will take possession of the securities subject to repurchase agreements. The investment adviser, custodian or sub-custodian will monitor the value of the underlying collateral each day to ensure that the value of the security always equals or exceeds the repurchase price. Repurchase agreements are subject to credit risks. Information regarding repurchase agreements held by the Fund is included in the Portfolio of Investments. |
E. | Foreign Currency Translations. The accounting records of the Fund are maintained in U.S dollars. Foreign currency amounts are translated into U.S. dollars at the current rate of exchange of such currency against the U.S. dollar to determine the value of investments, assets and liabilities. Purchases and sales of securities, and income and expenses are translated at the prevailing rate of exchange on the respective dates of such transactions. Upon the purchase or sale of a security denominated in foreign currency, the Fund may enter into forward foreign currency exchange contracts for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign currency involved in the underlying security transaction. Reported net realized gains and losses arise from the sales of portfolio securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. The effect of changes in foreign exchange rates on foreign denominated securities is reflected in the net realized and unrealized gain or loss on investments in securities. Net unrealized appreciation or depreciation on foreign currency translations arise from changes in the value of the assets and liabilities, excluding investments in securities, at period end, resulting from changes in the exchange rate. |
F. | Federal Income Taxes. The Fund may be subject to foreign taxes on income, gains on investments or currency repatriation, a portion of which may be recoverable. The Fund will accrue such taxes and recoveries, as applicable, based upon its current interpretation of tax rules and regulations that exist in the markets in which it invests. |
16 |
BBH GLOBAL CORE SELECT |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
Realized gains in certain countries may be subject to foreign taxes at the Fund level, based on statutory rates. The Fund accrues for such foreign taxes on net realized and unrealized gains at the appropriate rate for each jurisdiction, as applicable. The amount, if any, is disclosed as a liability on the Statement of Assets and Liabilities.
It is the Trust’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required. The Fund files a tax return annually using tax accounting methods required under provisions of the Code, which may differ from GAAP, which is the basis on which these financial statements are prepared. Accordingly, the amount of net investment income and net realized gain reported in these financial statements may differ from that reported on the Fund’s tax return, due to certain book-to-tax timing differences such as losses deferred due to “wash sale” transactions and utilization of capital loss carryforwards. These differences result in temporary over-distributions for financial statement purposes and are classified as distributions in excess of accumulated net realized gains or net investment income. These distributions do not constitute a return of capital. Permanent differences are reclassified in the Statement of Assets & Liabilities based upon their tax classification. As such, the character of distributions to shareholders reported in the Financial Highlights table may differ from that reported to shareholders on Form 1099-DIV.
The Fund is subject to the provisions of Accounting Standards Codification 740 Income Taxes (“ASC 740”). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Fund did not have any unrecognized tax benefits as of April 30, 2014, nor were there any increases or decreases in unrecognized tax benefits for the year then ended. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations. During the six months ended April 30, 2014, the Fund did not incur any such interest or penalties. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for all open tax years. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
G. | Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, if any, are paid annually and are recorded on the ex-dividend date. The Fund declared dividends in the amounts of $474,475 and $6,484 to Class N shares and Retail Class shareholders, respectively, during the six months ended April 30, 2014. |
FINANCIAL STATEMENT APRIL 30, 2014 | 17 |
BBH GLOBAL CORE SELECT |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
As of October 31, 2013 the components of accumulated earnings/(deficit) on a tax basis were as follows:
Components of accumulated earnings/(deficit): | |||||||||||||||
Undistributed ordinary income | Undistributed long-term capital gain | Accumulated earnings | Accumulated capital and other losses | Other book/tax temporary differences | Unrealized appreciation/ (depreciation) | Total accumulated earnings/ (deficit) | |||||||||
2013: | $370,647 | $30,379 | $401,026 | – | $(8) | $6,064,578 | $6,465,596 |
Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carryforward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period and they will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital losses.
Total distributions paid may differ from amounts reported in the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid.
The differences between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.
To the extent future capital gains are offset by capital loss carryforwards; such gains will not be distributed.
H. | Use of Estimates. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from these estimates. |
I. | “Disclosures about Offsetting Assets and Liabilities”. The Fund has adopted Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” and ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities”. Management has determined that there is no impact to the financial statements. |
3. | Recent Accounting Pronouncements. In June 2013, the FASB issued Accounting Standard Update No. 2013-08, “Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” (“ASU 2013-08”). ASU 2013-08 clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company and for the measurement of non-controlling ownership interests in |
18 |
BBH GLOBAL CORE SELECT |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
other investment companies. ASU 2013-08 is effective prospectively for interim or annual periods beginning on or after December 15, 2013. Management does not expect this guidance to have an impact on the financial statements.
4. | Fees and Other Transactions with Affiliates. |
A. | Investment Advisory and Administrative Fees. Under a combined Investment Advisory and Administrative Services Agreement (“Agreement”) with the Trust, Brown Brothers Harriman & Co. (“BBH”) through a separately identifiable department (“SID” or “Investment Adviser”) provides investment advisory and portfolio management services to the Fund. BBH also provides administrative services to the Fund. The Fund pays a combined fee for investment advisory and administrative services calculated daily and paid monthly at an annual rate equivalent to 0.95% of the Fund’s average daily net assets. For the six months ended April 30, 2014, the Fund incurred $628,569 under the Agreement. |
B. | Investment Advisory and Administrative Fee Waivers. Effective March 28, 2013 (commencement of operations), the SID contractually agreed to limit the annual fund operating expenses (excluding interest, taxes, brokerage commissions, other expenditures that are capitalized in accordance with GAAP, other extraordinary expenses not incurred in the ordinary course of the Fund’s business and for Retail Class, amounts payable pursuant to any plan adopted in accordance with Rule 12b-1) of Class N and Retail Class to 1.25%. The agreement will terminate on May 1, 2015, unless it is renewed by all parties to the agreement. The agreement may only be terminated during its term with approval of the Fund’s Board of Trustees. For the six months ended April 30, 2014, the SID waived fees in the amount of $74,692 and $28,789 for Class N and Retail Class, respectively. |
C. | Shareholder Servicing Fees. The Trust has a shareholder servicing agreement with BBH. BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate of 0.15% of Class N and Retail Class shares’ average daily net assets. For the six months ended April 30, 2014, the Fund incurred shareholder servicing fees in the amount of $97,719 and $1,529 for Class N and Retail Class, respectively. |
D. | Distribution (12b-1) Fees. The Fund has adopted a distribution plan pursuant to Rule 12b-1 for Retail Class shares that allows the Fund to pay distribution and other fees for the sale of its shares and for services provided to shareholders. Because these fees are paid out of the Fund’s assets continuously, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges. The maximum annual distribution fee for Retail Class shares is 0.25% of the average daily net assets of the Retail Class shares of the Fund. With this |
FINANCIAL STATEMENT APRIL 30, 2014 | 19 |
BBH GLOBAL CORE SELECT |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
agreement, it is anticipated that total operating expenses for Retail Class shares will be 1.50% of the average daily net assets. For the six months ended April 30, 2014, Retail Class shares of the Fund incurred $2,562 for Distribution (12b-1) Fees.
E. | Custody and Fund Accounting Fees. BBH acts as a custodian and fund accountant and receives custody and fund accounting fees from the Fund calculated daily and incurred monthly. BBH holds all of the Fund’s cash and investments and calculates the Fund’s daily net asset value. The custody fee is an asset and transaction based fee. The fund accounting fee is an asset based fee calculated at 0.004% of the fund’s net assets. For the six months ended April 30, 2014, the Fund incurred $26,416 in custody and fund accounting fees. These fees for the Fund were reduced by $3,961 as a result of an expense offset arrangement with the Fund’s custodian. The credit amount (if any) is disclosed in the Statement of Operations as a reduction to the Fund’s expenses. In the event that the Fund is overdrawn, under the custody agreement with BBH, BBH will make overnight loans to the Fund to cover overdrafts. Pursuant to their agreement, the Fund will pay the Federal Funds overnight investment rate on the day of the overdraft. The total interest incurred by the Fund for the six months ended April 30, 2014, was $0. |
F. | Board of Trustees’ Fees. Each Trustee who is not an “interested person” as defined under the 1940 Act receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the six months ended April 30, 2014, the Fund incurred $47,929 in non-interested Trustee compensation and reimbursements. |
5. | Investment Transactions. For the six months ended April 30, 2014, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $68,670,745 and $5,115,172, respectively. |
20 |
BBH GLOBAL CORE SELECT |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
6. | Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of Class N and Retail Class shares of beneficial interest at no par value. Transactions in Class N and Retail Class shares were as follows: |
For the six months ended April 30, 2014 (unaudited) | 10/31/2013* | |||||||||||||||
Shares | Dollars | Shares | Dollars | |||||||||||||
Class N | ||||||||||||||||
Share issued in connection | ||||||||||||||||
with the merger | — | $ | — | 1,538,949 | $ | 15,389,487 | ||||||||||
Shares sold | 6,612,308 | 74,153,279 | 6,505,378 | 68,120,976 | ||||||||||||
Shares issued in connection | ||||||||||||||||
with reinvestments of | ||||||||||||||||
dividends | 41,919 | 460,270 | — | — | ||||||||||||
Proceeds from short-term | ||||||||||||||||
redemption fees | N/A | 8 | N/A | — | ||||||||||||
Shares redeemed | (843,542 | ) | (9,703,296 | ) | (21,215 | ) | (221,696 | ) | ||||||||
Net increase | 5,810,685 | $ | 64,910,261 | 8,023,112 | $ | 83,288,767 |
For the six months ended April 30, 2014 (unaudited) | 10/31/2013** | |||||||||||||||
Shares | Dollars | Shares | Dollars | |||||||||||||
Retail Class | ||||||||||||||||
Shares sold | 71,128 | $ | 795,888 | 192,744 | $ | 2,001,007 | ||||||||||
Shares issued in connection | ||||||||||||||||
with reinvestments of | ||||||||||||||||
dividends | 469 | 5,142 | — | — | ||||||||||||
Proceeds from short-term | ||||||||||||||||
redemption fees | N/A | 420 | N/A | 27 | ||||||||||||
Shares redeemed | (35,902 | ) | (403,895 | ) | (35,793 | ) | (375,787 | ) | ||||||||
Net increase | 35,695 | $ | 397,555 | 156,951 | $ | 1,625,247 |
* | The period represented is from March 28, 2013 (commencement of operations) to October 31, 2013. |
** | The period represented is from April 2, 2013 (commencement of operations) to October 31, 2013. |
FINANCIAL STATEMENT APRIL 30, 2014 | 21 |
BBH GLOBAL CORE SELECT |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
7. | Acquisition of BBH Global Funds, LLC – Global Core Select Series. On March 28, 2013, the Fund acquired all of the net assets of BBH Global Funds, LLC – Global Core Select Series (the “Series”), a series of a multi-series limited liability company organized under the Delaware Limited Liability Company Act, pursuant to an Agreement and Plan of Reorganization and Exchange executed by BBH Trust and the Managing Member of BBH Global Funds, LLC. The purpose of the transaction was to combine two funds with like investment objectives and strategies under one registered investment adviser. The acquisition was accomplished by a tax-free exchange of 1,538,949 shares of the Fund, valued at $15,389,487, for all of the membership units of the Series outstanding on March 28, 2013. The investment portfolio of the Series, with a fair value of $13,231,593 and identified cost of $11,778,669 at March 28, 2013, was the principal asset acquired by the Fund. For financial reporting purposes, assets received by and shares issued by the Fund were recorded at fair value; however, the cost basis of the investments received from the Series was carried forward to align the ongoing reporting of the Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes. Immediately prior to the merger, the Fund had net assets of $0. |
8. | Principal Risk Factors and Indemnifications. |
A. | Principal Risk Factors. Investing in the Fund may involve certain risks, as discussed in the Fund’s prospectus, including but not limited to, those described below: |
A shareholder may lose money by investing in the Fund (investment risk). The Fund is actively managed and the decisions by the Investment Adviser may cause the Fund to incur losses or miss profit opportunities (management risk). Capital controls imposed by foreign governments in response to economic or political events may impact the ability of the Fund to buy, sell or otherwise transfer securities or currency (capital controls risk), non-U.S. currencies invested in by the Fund depreciating against the U.S. dollar (currency exchange rate risk), risks from investing in securities of issuers based in developing countries (emerging markets risk), or price movements may occur due to factors affecting individual companies, such as the issuance of an unfavorable earnings report, or other events affecting particular industries or the equity market as a whole (equity securities risk), or certain risks associated with investing in foreign securities not present in domestic investments (foreign investment risk). The value of securities held by the Fund may fall due to changing economic, political, regulatory or market conditions, or due to a company’s or issuer’s individual situation (market risk). Stocks of medium-sized companies tend to be more volatile and less liquid than stocks of large companies (medium-sized company risk). In the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to assumption of large positions in securities of a small number of issuers (non-diversification risk). The Fund’s shareholders may be adversely impacted by asset allocation decisions made by an investment adviser whose discretionary clients make up a large percentage of the Fund’s
22 |
BBH GLOBAL CORE SELECT |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
shareholders (shareholder concentration risk). The extent of the Fund’s exposure to these risks in respect to these financial assets is included in their value as recorded in the Fund’s Statement of Assets and Liabilities.
Please refer to the Fund’s prospectus for a complete description of the principal risks of investing in the Fund.
B. | Indemnifications. Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote. |
9. | Subsequent Events. Management has evaluated events and transactions that have occurred since April 30, 2014 through the date the financial statements were issued and determined that there were none that would require recognition or additional disclosure in the financial statements. |
FINANCIAL STATEMENT APRIL 30, 2014 | 23 |
BBH GLOBAL CORE SELECT |
DISCLOSURE OF FUND EXPENSES |
April 30, 2014 (unaudited) |
EXAMPLE
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested distributions, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution 12b-1 fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2013 to April 30, 2014).
ACTUAL EXPENSES
The first line of the table below provides information about actual account values and actual expenses. You may use information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during the period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% Hypothetical Example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
24 |
BBH GLOBAL CORE SELECT |
DISCLOSURE OF FUND EXPENSES (continued) |
April 30, 2014 (unaudited) |
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value November 1, 2013 | Ending Account Value April 30, 2014 | Expenses Paid During Period November 1, 2013 to April 30, 20141 | ||||
Class N | ||||||
Actual | $1,000 | $1,069 | $6.41 | |||
Hypothetical2 | $1,000 | $1,019 | $6.26 |
Beginning Account Value November 1, 2013 | Ending Account Value April 30, 2014 | Expenses Paid During Period November 1, 2013 to April 30, 20141 | ||||
Retail Class | ||||||
Actual | $1,000 | $1,067 | $7.69 | |||
Hypothetical2 | $1,000 | $1,017 | $7.50 |
1 | Expenses are equal to the Fund’s annualized expense ratio of 1.25% and 1.50% for Class N and Retail Class shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). |
2 | Assumes a return of 5% before expenses. For the purposes of the calculation, the applicable annualized expenses ratio for each class of shares is subtracted from the assumed return before expenses. |
FINANCIAL STATEMENT APRIL 30, 2014 | 25 |
BBH GLOBAL CORE SELECT |
DISCLOSURE OF ADVISOR SELECTION |
April 30, 2014 (unaudited) |
Investment Advisory and Administrative Services Agreement Approval
The 1940 Act requires that the continuance of a fund’s investment advisory agreements must be approved annually both by a fund’s board of trustees and by a majority of the trustees who are not parties to the investment advisory agreements or “interested persons” of any party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.
The Board, a majority of whom are Independent Trustees, held an in-person meeting on December 10, 2013, to consider whether to renew the Investment Advisory and Administrative Services Agreement (the “Agreement”) between the Trust and the Investment Adviser with respect to the existing funds in the Trust, including the Fund. In approving the renewal of the Agreement with respect to the Fund for an additional one year term, the Board determined that the terms of the Agreement were fair and reasonable and that they had received sufficient information to make an informed business decision with respect to the continuation of the Agreement.
Both in the meeting specifically held to address the continuance of the Agreement and at other meetings during the course of the year, the Board requested and received a variety of materials provided by the Investment Adviser and BBH, including information about personnel, operations and Fund performance. The Board also received third-party comparative performance and fee and expense information for the Fund. The Board received a memorandum from Counsel to the Trust (“Fund Counsel”) regarding the responsibilities of trustees for the approval of investment advisory agreements. In addition, the Board met in executive session outside the presence of Fund management.
The following is a summary of the factors the Board considered in making its determination to approve the continuance of the Agreement. No single factor reviewed by the Board was identified as the principal factor in determining whether to approve the Agreement, and individual Trustees may have given different weight to various factors. The Board reviewed these factors with Fund Counsel.
Nature, Extent and Quality of Services
The Board noted that, pursuant to the Agreement with respect to the Fund, the Investment Adviser, subject to the supervision of the Board, is responsible for providing a continuous investment program and making purchases and sales of portfolio securities consistent with the Fund’s investment objective and policies. The Board received and considered information, during the in-person meeting held on December 10, 2013, and during the past year, regarding the nature, extent and quality of services provided to the Fund by the Investment Adviser including the supervision of operations and compliance and regulatory filings, disclosures to Fund shareholders, general oversight of service providers, assisting the Board, including the Independent Trustees, in their capacity as Trustees and other services. The Board considered the resources of the Investment Adviser and BBH dedicated to the Fund noting that BBH also provides administrative, custody, fund accounting and shareholder servicing services to the Fund.
26 |
BBH GLOBAL CORE SELECT |
DISCLOSURE OF ADVISOR SELECTION (continued) |
April 30, 2014 (unaudited) |
The Board considered the scope and quality of services provided by the Investment Adviser under the Agreement. The Board also considered the policies and practices followed by BBH and the Investment Adviser. The Board also considered brokerage policies and practices, the standards applied in seeking best execution and policies and practices regarding soft dollars. The Board reviewed the qualifications of the key investment personnel primarily responsible for the day-to-day portfolio management of the Fund. The Board noted that in the course of its regular meetings it received reports on each of the foregoing topics. The Board concluded that, overall, they were satisfied with the nature, extent and quality of services provided, and expected to be provided, to the Fund pursuant to the Agreement.
Fund Performance
The Board received and considered performance information for the Fund. The Board considered the Fund’s performance relative to a peer category of other mutual funds. As part of this review, the Trustees considered the composition of the peer category, selection criteria and reputation of the third party who prepared the peer category analysis. In addition, the Board received detailed performance information for the Fund at other meetings held during the year. The Board noted that the Fund has had limited time to operate given that it launched on March 28, 2013. However, in its review of performance for the since inception period, the Board noted that the Fund’s performance was consistent with the investment approach communicated to investors. In evaluating the performance of the Fund, the Board considered the risk expectations for the Fund as well as the level of Fund performance in the context of its review. Based on this information, the Board concluded that it was satisfied with the Fund’s investment results.
Fund Expenses
The Board considered the fee rates paid by the Fund to the Investment Adviser and BBH in light of the nature, extent and quality of the services provided to the Fund. The Board also considered and reviewed the fee waiver arrangement that was in place for the Fund and considered the actual fee rates, after taking into account the waiver. The Board considered the depth and range of services provided pursuant to the Agreement, noting that the Investment Adviser also coordinates the provision of services to the Fund by affiliated and nonaffiliated service providers. The Board received and considered information comparing the Fund’s investment advisory and administration fee and the Fund’s net total expenses with those of other comparable mutual funds, such peer group and comparisons having been selected and calculated by an independent third party. The Board recognized that it is difficult to make comparisons of the fee rate, or of combined advisory and administration fees, because there are variations in the services that are included in the fees paid by other funds. The Board concluded that the advisory and administration fee appeared to be reasonable in light of the services rendered and was the result of arm’s length negotiations.
FINANCIAL STATEMENT APRIL 30, 2014 | 27 |
BBH GLOBAL CORE SELECT |
DISCLOSURE OF ADVISOR SELECTION (continued) |
April 30, 2014 (unaudited) |
Costs of Services Provided and Profitability
With regard to profitability, the Trustees considered the compensation flowing to the Adviser and BBH, directly or indirectly. The Board reviewed the Investment Adviser and BBH’s profitability data for the Fund for the nine-months ended September 30, 2013, and for the prior two-year period. The data also included the effect of revenue generated by the shareholder servicing, custody, fund accounting and administration fees paid by the Fund to BBH. The Board reviewed the allocation methods used in preparing the profitability data. The Board also considered the effect of fall-out benefits on the expenses of the Investment Adviser and BBH such as the increased visibility of BBH’s investment management business due to the distribution of the Funds through various broker dealer platforms as well as the research services acquired by BBH through soft dollars. The Board focused on profitability of the Investment Adviser and BBH’s relationships with the Fund before taxes and distribution expenses. The Board concluded that the Investment Adviser and BBH’s profitability was not excessive in light of the nature, extent and quality of services provided to the Fund. The Board considered other benefits received by BBH and the Investment Adviser as a result of their relationships with the Fund. These other benefits include proprietary research received from brokers that execute the Fund’s purchases and sales of securities and fees received for being the Fund’s administrator, custodian, fund accounting and shareholder servicing agent. In light of the costs of providing services pursuant to the Agreement as well as the Investment Adviser and BBH’s commitment to the Fund, the ancillary benefits that the Investment Adviser and BBH received were considered reasonable.
Economies of Scale
The Board considered the existence of any economies of scale and whether those are passed along to the Fund’s shareholders through a graduated investment advisory fee schedule or other means, including any fee waivers by the Investment Adviser and BBH. The Board noted that the fee schedule for the Fund does not contain breakpoints. Based on information they had been provided over many years, the Board observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there appeared to be no uniformity or pattern in the fees and asset levels at which breakpoints apply. In light of the Fund’s current size and expense structure, the Board concluded that it was unnecessary at this time to consider breakpoints with respect to the Fund. The Board concluded that the fees paid by the Fund to the Investment Adviser were reasonable based on the comparative performance, expense information, the cost of the services provided and the profits to be realized by the Investment Adviser.
28 |
BBH GLOBAL CORE SELECT |
CONFLICTS OF INTEREST |
April 30, 2014 (unaudited) |
Certain conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them, For example, BBH may act as adviser to private funds with investment strategies similar to the Fund. Those private funds may pay BBH a performance fee in addition to the stated investment advisory fee. In such cases, BBH may have an incentive to allocate certain investment opportunities to the private fund rather than the Fund in order to increase the private fund’s performance and thus improve BBH’s chances of receiving the performance fee. However, BBH has implemented policies and procedures to assure that investment opportunities are allocated equitably between the Fund and other funds and accounts with similar investment strategies.
Other potential conflicts might include conflicts between the Fund and its affiliated and unaffiliated service providers (e.g. conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. Also, because its advisory fees are calculated by reference to a Fund’s net assets, the Investment Adviser and its affiliates may have an incentive to seek to overvalue certain assets.
Purchases and sales of securities for the Fund may be aggregated with orders for other BBH client accounts. BBH, however, is not required to aggregate orders if portfolio management decisions for different accounts are made separately, or if they determine that aggregating is not practicable, or in cases involving client direction.
Prevailing trading activity frequently may make impossible the receipt of the same price or execution on the entire volume of securities purchased or sold. When this occurs, the various prices may be averaged, and the Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged the same commission or commission equivalent rates in connection with an aggregated order.
FINANCIAL STATEMENT APRIL 30, 2014 | 29 |
BBH GLOBAL CORE SELECT |
CONFLICTS OF INTEREST (continued) |
April 30, 2014 (unaudited) |
The Investment Adviser may direct brokerage transactions and/or payment of a portion of client commissions (“soft dollars”) to specific brokers or dealers or other providers to pay for research or other appropriate services which provide, in the Investment Adviser’s view, appropriate assistance to the Investment Adviser in the investment decision-making process (including with respect to futures, fixed-price offerings and over-the-counter transactions). The use of a broker that provides research and securities transaction services may result in a higher commission than that offered by a broker who does not provide such services. The Investment Adviser will determine in good faith whether the amount of commission is reasonable in relation to the value of research and services provided and whether the services provide lawful and appropriate assistance in its investment decision-making responsibilities.
Research or other services obtained in this manner may be used in servicing any or all of the Funds and other BBH client accounts, including in connection with BBH client accounts that do not pay commissions to the broker related to the research or other service arrangements. Such products and services may disproportionately benefit other BBH client accounts relative to the Fund based on the amount of brokerage commissions paid by the Fund and such other BBH client accounts. For example, research or other services that are paid for through one client’s commissions may not be used in managing that client’s account. In addition, other BBH client accounts may receive the benefit, including disproportionate benefits, of economies of scale or price discounts in connection with products and services that may be provided to the Fund and to such other BBH client accounts. To the extent that BBH uses soft dollars, it will not have to pay for those products and services itself.
BBH may receive research that is bundled with the trade execution, clearing, and/or settlement services provided by a particular broker-dealer. To the extent that BBH receives research on this basis, many of the same conflicts related to traditional soft dollars may exist. For example, the research effectively will be paid by client commissions that also will be used to pay for the execution, clearing, and settlement services provided by the broker-dealer and will not be paid by BBH.
BBH may endeavor to execute trades through brokers who, pursuant to such arrangements, provide research or other services in order to ensure the continued receipt of research or other services BBH believes are useful in its investment decision-making process. BBH may from time to time choose not to engage in the above described arrangements to varying degrees. BBH may also enter into commission sharing arrangements under which BBH may execute transactions through a broker-dealer, and request that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides research to BBH. To the extent that BBH engages in commission sharing arrangements, many of the same conflicts related to traditional soft dollars may exist.
30 |
BBH GLOBAL CORE SELECT |
CONFLICTS OF INTEREST (continued) |
April 30, 2014 (unaudited) |
Arrangements regarding compensation and delegation of responsibility may create conflicts relating to selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades, administration of investment advice and valuation of securities.
From time to time BBH may invest a portion of the assets of its discretionary investment advisory clients in the Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times. Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Fund’s expense ratio. BBH reserves the right to redeem at any time some or all of the shares of the Fund acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Fund by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Fund, which might have an adverse effect on the Fund’s investment flexibility, portfolio diversification and expense ratio. BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.
When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments may be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination, and may be based on analytical values determined by BBH using proprietary or third party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.
BBH, including the Investment Adviser, seeks to meet its fiduciary obligation with respect to all clients including the Fund. BBH has adopted and implemented policies and procedures that seek to manage conflicts. The Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, review of allocation decisions, the investment in only those securities that have been approved for purchase by an oversight committee, and compliance with the Investment Adviser’s Code of Ethics. With respect to the allocation of investment opportunities, BBH has adopted and implemented policies
FINANCIAL STATEMENT APRIL 30, 2014 | 31 |
BBH GLOBAL CORE SELECT |
CONFLICTS OF INTEREST (continued) |
April 30, 2014 (unaudited) |
designed to achieve fair and equitable allocation of investment opportunities among its clients over time. BBH has structured the portfolio managers’ compensation in a manner it believes is reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts.
The Trust also manages these conflicts. For example, the Trust has designated a chief compliance officer and has adopted and implemented policies and procedures designed to manage the conflicts identified above and other conflicts that may arise in the course of the Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser and the Trust’s chief compliance officer on areas of potential conflict.
32 |
Administrator
Brown Brothers Harriman
140 Broadway
New York, NY 10005
Distributor
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203
Shareholder Servicing Agent
Brown Brothers Harriman
140 Broadway
New York, NY 10005 (800) 575-1265
Investment Adviser
Brown Brothers Harriman
Mutual Fund Advisory
Department
140 Broadway
New York, NY 10005
To obtain information or make shareholder inquiries:
By telephone: | Call 1-800-575-1265 | |
By E-mail send your request to: | bbhfunds@bbh.com | |
On the internet: | www.bbhfunds.com |
This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund. Such offering is made only by the prospectus, which includes details as to offering price and other material information.
The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” Information on Form N-Q is available without charge and upon request by calling the Funds at the toll-free number listed above. A text only version can be viewed online or downloaded from the SEC’s website at http://www.sec.gov; and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-SEC-0330 for information on the operation of the Public Reference Room). You may also access this information from the BBH Funds website at www.bbhfunds.com.
A summary of the Fund’s Proxy Voting Policy that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio, as well as a record of how the Fund voted any such proxies during the most recent 12-month period ended June 30, is available upon request by calling the toll-free number listed above. This information is also available on the SEC’s website at www.sec.gov.
Semi-Annual Report
APRIL 30, 2014
BBH International Equity Fund
BBH INTERNATIONAL EQUITY FUND |
PORTFOLIO ALLOCATION |
April 30, 2014 (unaudited) |
COUNTRY DIVERSIFICATION
U.S. $ Value | Percent of Net Assets | |||||||
Australia | $ | 45,655,466 | 5.5 | % | ||||
Belgium | 7,469,946 | 0.9 | ||||||
China | 12,255,646 | 1.5 | ||||||
Denmark | 10,499,394 | 1.3 | ||||||
Finland | 8,668,789 | 1.0 | ||||||
France | 95,884,214 | 11.6 | ||||||
Germany | 49,312,360 | 5.9 | ||||||
Hong Kong | 42,134,134 | 5.1 | ||||||
Israel | 10,182,424 | 1.2 | ||||||
Italy | 10,272,491 | 1.2 | ||||||
Japan | 163,121,470 | 19.6 | ||||||
Netherlands | 26,469,918 | 3.2 | ||||||
Singapore | 24,759,752 | 3.0 | ||||||
Spain | 38,035,938 | 4.6 | ||||||
Sweden | 12,591,567 | 1.5 | ||||||
Switzerland | 91,392,660 | 11.0 | ||||||
Taiwan | 13,092,876 | 1.6 | ||||||
United Kingdom | 149,134,720 | 18.0 | ||||||
Cash and Other Assets in Excess of Liabilities | 19,269,063 | 2.3 | ||||||
NET ASSETS | $ | 830,202,828 | 100.0 | % |
All data as of April 30, 2014. The BBH International Equity Fund’s (the “Fund”) country diversification is expressed as a percentage of net assets and may vary over time.
The accompanying notes are an integral part of these financial statements.
2 |
BBH INTERNATIONAL EQUITY FUND |
PORTFOLIO ALLOCATION (continued) |
April 30, 2014 (unaudited) |
SECTOR DIVERSIFICATION
U.S. $ Value | Percent of Net Assets | |||||||
Basic Materials | $ | 25,582,999 | 3.1 | % | ||||
Communications | 70,453,764 | 8.5 | ||||||
Consumer Cyclical | 77,070,696 | 9.3 | ||||||
Consumer Non-Cyclical | 265,026,459 | 31.9 | ||||||
Diversified | 6,938,587 | 0.8 | ||||||
Energy | 96,544,376 | 11.6 | ||||||
Financials | 97,732,834 | 11.8 | ||||||
Industrials | 79,482,969 | 9.6 | ||||||
Technology | 43,873,483 | 5.3 | ||||||
Utilities | 48,227,598 | 5.8 | ||||||
Cash and Other Assets in Excess of Liabilities | 19,269,063 | 2.3 | ||||||
NET ASSETS | $ | 830,202,828 | 100.0 | % |
All data as of April 30, 2014. The Fund’s sector diversification is expressed as a percentage of net assets and may vary over time.
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 3 |
BBH INTERNATIONAL EQUITY FUND |
PORTFOLIO OF INVESTMENTS |
April 30, 2014 (unaudited) |
Shares | Value | |||||||
COMMON STOCKS (97.7%) | ||||||||
AUSTRALIA (5.5%) | ||||||||
CONSUMER NON-CYCLICAL | ||||||||
733,000 | Coca-Cola Amatil, Ltd. | $ | 6,333,966 | |||||
75,900 | Cochlear, Ltd. | 4,144,524 | ||||||
135,500 | CSL, Ltd. | 8,631,182 | ||||||
254,600 | Woolworths, Ltd. | 8,839,207 | ||||||
27,948,879 | ||||||||
ENERGY | ||||||||
223,000 | Woodside Petroleum, Ltd. | 8,459,138 | ||||||
FINANCIALS | ||||||||
1,133,551 | AMP, Ltd. | 5,326,330 | ||||||
363,732 | QBE Insurance Group, Ltd. | 3,921,119 | ||||||
9,247,449 | ||||||||
Total Australia | 45,655,466 | |||||||
BELGIUM (0.9%) | ||||||||
CONSUMER NON-CYCLICAL | ||||||||
132,000 | Colruyt SA | 7,469,946 | ||||||
UNITS | ||||||||
5,618 | Ageas1 | 0 | ||||||
Total Belgium | 7,469,946 | |||||||
CHINA (1.5%) | ||||||||
ENERGY | ||||||||
1,489,000 | China Shenhua Energy Co., Ltd. (Class H) | 4,024,546 | ||||||
5,006,000 | CNOOC, Ltd. | 8,231,100 | ||||||
Total China | 12,255,646 | |||||||
DENMARK (1.3%) | ||||||||
CONSUMER NON-CYCLICAL | ||||||||
231,500 | Novo Nordisk AS (Class B) | 10,499,394 | ||||||
Total Denmark | 10,499,394 | |||||||
FINLAND (1.0%) | ||||||||
INDUSTRIALS | ||||||||
202,300 | Kone OYJ (Class B) | 8,668,789 | ||||||
Total Finland | 8,668,789 |
The accompanying notes are an integral part of these financial statements.
4 |
BBH INTERNATIONAL EQUITY FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Shares | Value | |||||||
COMMON STOCKS (continued) | ||||||||
FRANCE (11.6%) | ||||||||
BASIC MATERIALS | ||||||||
58,200 | Air Liquide SA | $ | 8,330,320 | |||||
COMMUNICATIONS | ||||||||
648,573 | Orange SA | 10,530,872 | ||||||
CONSUMER CYCLICAL | ||||||||
21,600 | LVMH Moet Hennessy Louis Vuitton SA | 4,250,257 | ||||||
CONSUMER NON-CYCLICAL | ||||||||
116,600 | Danone SA | 8,613,521 | ||||||
81,400 | Essilor International SA | 8,707,349 | ||||||
47,900 | L’Oreal SA | 8,242,516 | ||||||
120,600 | Sanofi | 12,999,109 | ||||||
38,562,495 | ||||||||
ENERGY | ||||||||
178,137 | Total SA | 12,732,609 | ||||||
FINANCIALS | ||||||||
68,512 | Societe Generale SA | 4,264,662 | ||||||
INDUSTRIALS | ||||||||
149,692 | Cie de St-Gobain | 9,162,831 | ||||||
58,893 | Vallourec SA | 3,483,526 | ||||||
60,430 | Vinci SA | 4,566,642 | ||||||
17,212,999 | ||||||||
Total France | 95,884,214 | |||||||
GERMANY (5.9%) | ||||||||
COMMUNICATIONS | ||||||||
619,269 | Deutsche Telekom AG | 10,381,189 | ||||||
CONSUMER CYCLICAL | ||||||||
82,100 | Adidas AG | 8,763,387 | ||||||
61,932 | Daimler AG (Class REGISTERED) | 5,735,146 | ||||||
14,498,533 | ||||||||
DIVERSIFIED | ||||||||
67,325 | GEA Group AG | 3,014,523 | ||||||
TECHNOLOGY | ||||||||
207,234 | SAP AG | 16,676,069 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 5 |
BBH INTERNATIONAL EQUITY FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Shares | Value | |||||||
COMMON STOCKS (continued) | ||||||||
GERMANY (continued) | ||||||||
UTILITIES | ||||||||
124,413 | RWE AG | $ | 4,742,046 | |||||
Total Germany | 49,312,360 | |||||||
HONG KONG (5.1%) | ||||||||
COMMUNICATIONS | ||||||||
1,264,500 | China Mobile, Ltd. | 12,022,384 | ||||||
DIVERSIFIED | ||||||||
62,800 | Jardine Matheson Holdings, Ltd. | 3,924,064 | ||||||
FINANCIALS | ||||||||
1,795,000 | AIA Group, Ltd. | 8,706,081 | ||||||
1,473,643 | Hang Lung Properties, Ltd. | 4,403,007 | ||||||
13,109,088 | ||||||||
UTILITIES | ||||||||
622,000 | CLP Holdings, Ltd. | 4,974,480 | ||||||
3,518,792 | Hong Kong & China Gas Co., Ltd. | 8,104,118 | ||||||
13,078,598 | ||||||||
Total Hong Kong | 42,134,134 | |||||||
ISRAEL (1.2%) | ||||||||
CONSUMER NON-CYCLICAL | ||||||||
208,400 | Teva Pharmaceutical Industries, Ltd. ADR | 10,182,424 | ||||||
Total Israel | 10,182,424 | |||||||
ITALY (1.2%) | ||||||||
ENERGY | ||||||||
395,178 | ENI SpA | 10,272,491 | ||||||
Total Italy | 10,272,491 | |||||||
JAPAN (19.6%) | ||||||||
BASIC MATERIALS | ||||||||
143,000 | Shin-Etsu Chemical Co., Ltd. | 8,396,595 | ||||||
COMMUNICATIONS | ||||||||
252,500 | NTT DOCOMO, Inc. | 4,009,629 |
The accompanying notes are an integral part of these financial statements.
6 |
BBH INTERNATIONAL EQUITY FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Shares | Value | |||||||
COMMON STOCKS (continued) | ||||||||
JAPAN (continued) | ||||||||
CONSUMER CYCLICAL | ||||||||
188,500 | Denso Corp. | $ | 8,584,282 | |||||
219,800 | Honda Motor Co., Ltd. | 7,272,763 | ||||||
49,300 | Shimamura Co., Ltd. | 4,594,935 | ||||||
20,451,980 | ||||||||
CONSUMER NON-CYCLICAL | ||||||||
110,300 | Astellas Pharma, Inc. | 1,227,715 | ||||||
329,700 | Chugai Pharmaceutical Co., Ltd. | 8,317,416 | ||||||
268,500 | Kao Corp. | 10,111,760 | ||||||
485,400 | Kirin Holdings Co., Ltd. | 6,714,970 | ||||||
176,500 | Seven & I Holdings Co., Ltd. | 6,964,926 | ||||||
184,000 | Takeda Pharmaceutical Co., Ltd. | 8,264,858 | ||||||
41,601,645 | ||||||||
ENERGY | ||||||||
636,500 | Inpex Corp. | 9,272,379 | ||||||
FINANCIALS | ||||||||
191,620 | Aeon Mall Co., Ltd. | 4,566,138 | ||||||
84,200 | Daito Trust Construction Co., Ltd. | 8,564,847 | ||||||
418,400 | Tokio Marine Holdings, Inc. | 12,332,768 | ||||||
25,463,753 | ||||||||
INDUSTRIALS | ||||||||
144,300 | Daikin Industries, Ltd. | 8,335,420 | ||||||
48,100 | FANUC Corp. | 8,663,704 | ||||||
186,200 | Hoya Corp. | 5,494,294 | ||||||
26,625 | Keyence Corp. | 10,266,069 | ||||||
320,300 | Komatsu, Ltd. | 7,061,464 | ||||||
39,820,951 | ||||||||
TECHNOLOGY | ||||||||
335,700 | Canon, Inc. | 10,508,344 | ||||||
63,000 | Tokyo Electron, Ltd. | 3,596,194 | ||||||
14,104,538 | ||||||||
Total Japan | 163,121,470 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 7 |
BBH INTERNATIONAL EQUITY FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Shares | Value | |||||||
COMMON STOCKS (continued) | ||||||||
NETHERLANDS (3.2%) | ||||||||
COMMUNICATIONS | ||||||||
262,192 | Reed Elsevier NV | $ | 5,351,153 | |||||
CONSUMER NON-CYCLICAL | ||||||||
544,796 | Koninklijke Ahold NV | 10,523,535 | ||||||
ENERGY | ||||||||
268,340 | Royal Dutch Shell, Plc. (Class A) | 10,595,230 | ||||||
Total Netherlands | 26,469,918 | |||||||
SINGAPORE (3.0%) | ||||||||
COMMUNICATIONS | ||||||||
2,440,000 | Singapore Telecommunications, Ltd. | 7,446,279 | ||||||
FINANCIALS | ||||||||
599,603 | DBS Group Holdings, Ltd. | 8,110,560 | ||||||
308,720 | United Overseas Bank, Ltd. | 5,352,846 | ||||||
13,463,406 | ||||||||
INDUSTRIALS | ||||||||
899,000 | SembCorp Industries, Ltd. | 3,850,067 | ||||||
Total Singapore | 24,759,752 | |||||||
SPAIN (4.6%) | ||||||||
COMMUNICATIONS | ||||||||
683,616 | Telefonica SA | 11,470,795 | ||||||
CONSUMER CYCLICAL | ||||||||
56,300 | Inditex SA | 8,464,995 | ||||||
FINANCIALS | ||||||||
11,860 | Banco Santander SA1 | 118,176 | ||||||
557,512 | Banco Santander SA | 5,555,197 | ||||||
5,673,373 | ||||||||
UTILITIES | ||||||||
1,779,540 | Iberdrola SA | 12,426,775 | ||||||
Total Spain | 38,035,938 |
The accompanying notes are an integral part of these financial statements.
8 |
BBH INTERNATIONAL EQUITY FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Shares | Value | |||||||
COMMON STOCKS (continued) | ||||||||
SWEDEN (1.5%) | ||||||||
COMMUNICATIONS | ||||||||
297,272 | Telefonaktiebolaget LM Ericsson (Class B) | $ | 3,567,746 | |||||
CONSUMER CYCLICAL | ||||||||
221,000 | Hennes & Mauritz AB (Class B) | 9,023,821 | ||||||
Total Sweden | 12,591,567 | |||||||
SWITZERLAND (11.0%) | ||||||||
BASIC MATERIALS | ||||||||
22,300 | Syngenta AG | 8,856,084 | ||||||
CONSUMER CYCLICAL | ||||||||
6,500 | Swatch Group AG | 4,185,585 | ||||||
CONSUMER NON-CYCLICAL | ||||||||
247,613 | Nestle SA | 19,152,566 | ||||||
252,907 | Novartis AG | 21,982,699 | ||||||
31,000 | Roche Holding AG | 9,115,193 | ||||||
3,350 | SGS SA | 8,373,789 | ||||||
58,624,247 | ||||||||
FINANCIALS | ||||||||
34,135 | Zurich Insurance Group AG1 | 9,796,581 | ||||||
INDUSTRIALS | ||||||||
412,032 | ABB, Ltd.1 | 9,930,163 | ||||||
Total Switzerland | 91,392,660 | |||||||
TAIWAN (1.6%) | ||||||||
TECHNOLOGY | ||||||||
896,000 | Taiwan Semiconductor Manufacturing Co., Ltd. | 3,535,326 | ||||||
475,500 | Taiwan Semiconductor Manufacturing Co., Ltd. ADR | 9,557,550 | ||||||
Total Taiwan | 13,092,876 | |||||||
UNITED KINGDOM (18.0%) | ||||||||
COMMUNICATIONS | ||||||||
38,937 | Pearson, Plc. | 729,714 | ||||||
1,301,132 | Vodafone Group, Plc. | 4,944,003 | ||||||
5,673,717 | ||||||||
CONSUMER CYCLICAL | ||||||||
1,015,806 | Compass Group, Plc. | 16,195,525 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 9 |
BBH INTERNATIONAL EQUITY FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Shares | Value | |||||||||
COMMON STOCKS (continued) | ||||||||||
UNITED KINGDOM (continued) | ||||||||||
CONSUMER NON-CYCLICAL | ||||||||||
1,473,403 | G4S, Plc. | $ 5,879,407 | ||||||||
411,692 | GlaxoSmithKline, Plc. | 11,352,218 | ||||||||
81,800 | Intertek Group, Plc. | 4,020,498 | ||||||||
105,200 | Reckitt Benckiser Group, Plc. | 8,504,452 | ||||||||
399,200 | Smith & Nephew, Plc. | 6,210,686 | ||||||||
2,314,135 | Tesco, Plc. | 11,473,744 | ||||||||
271,913 | Unilever, Plc. | 12,172,889 | ||||||||
59,613,894 | ||||||||||
ENERGY | ||||||||||
280,695 | AMEC, Plc. | 5,865,149 | ||||||||
905,226 | BG Group, Plc. | 18,341,351 | ||||||||
1,037,433 | BP, Plc. | 8,750,383 | ||||||||
32,956,883 | ||||||||||
FINANCIALS | ||||||||||
854,810 | HSBC Holdings, Plc. | 8,734,760 | ||||||||
368,400 | Standard Chartered, Plc. | 7,979,762 | ||||||||
16,714,522 | ||||||||||
UTILITIES | ||||||||||
1,277,000 | Centrica, Plc. | 7,114,060 | ||||||||
765,784 | National Grid, Plc. | 10,866,119 | ||||||||
17,980,179 | ||||||||||
Total United Kingdom | 149,134,720 | |||||||||
Total Common Stocks (Identified cost $603,838,615) | 810,933,765 | |||||||||
TOTAL INVESTMENTS (Identified cost $603,838,615)2 | 97.7 | % | $810,933,765 | |||||||
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES | 2.3 | 19,269,063 | ||||||||
NET ASSETS | 100.0 | % | $830,202,828 |
1 | Non-income producing security. |
2 | The aggregate cost for federal income tax purposes is $603,838,615, the aggregate gross unrealized appreciation is $233,494,080 and the aggregate gross unrealized depreciation is $26,398,930, resulting in net unrealized appreciation of $207,095,150. |
Abbreviations:
ADR – American Depositary Receipt
The accompanying notes are an integral part of these financial statements.
10 |
BBH INTERNATIONAL EQUITY FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
FAIR VALUE MEASUREMENTS
The Fund is required to disclose information regarding the fair value measurements of the Fund’s assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure requirement established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including, for example, the risk inherent in a particular valuation technique used to measure fair value, including the model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the Fund’s own considerations about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
The three levels defined by the fair value hierarchy are as follows:
— | Level 1 – unadjusted quoted prices in active markets for identical investments. |
— | Level 2 – significant other observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.). |
— | Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the investment adviser. The investment adviser considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the investment adviser’s perceived risk of that instrument.
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 11 |
BBH INTERNATIONAL EQUITY FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Financial assets within level 1 are based on quoted market prices in active markets. The Fund does not adjust the quoted price for these instruments.
Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. These include investment-grade corporate bonds, U.S. Treasury notes and bonds, and certain non-U.S. sovereign obligations and over-the-counter derivatives and foreign equity securities whose values could be impacted by events occurring before the Fund’s pricing time, but after the close of the securities’ primary markets and are, therefore, fair valued according to procedures adopted by the Board of Trustees. As level 2 financial assets include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.
Financial assets classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 financial assets include private equity and certain corporate debt securities. As observable prices are not available for these securities, valuation techniques are used to derive fair value.
Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon the actual sale of those investments.
The accompanying notes are an integral part of these financial statements.
12 |
BBH INTERNATIONAL EQUITY FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2014.
Investments, at value | Unadjusted Quoted Prices in Active Markets for Identical Investments (Level 1)* | Significant Other Observable Inputs (Level 2)* | Significant Unobservable Inputs (Level 3)* | Balance as of April 30, 2014 | ||||||||||||
Australia | $ | — | $ | 45,655,466 | $ | — | $ | 45,655,466 | ||||||||
Belgium | — | 7,469,946 | — | 7,469,946 | ||||||||||||
China | — | 12,255,646 | — | 12,255,646 | ||||||||||||
Denmark | — | 10,499,394 | — | 10,499,394 | ||||||||||||
Finland | — | 8,668,789 | — | 8,668,789 | ||||||||||||
France | — | 95,884,214 | — | 95,884,214 | ||||||||||||
Germany | — | 49,312,360 | — | 49,312,360 | ||||||||||||
Hong Kong | — | 42,134,134 | — | 42,134,134 | ||||||||||||
Israel | 10,182,424 | — | — | 10,182,424 | ||||||||||||
Italy | — | 10,272,491 | — | 10,272,491 | ||||||||||||
Japan | — | 163,121,470 | — | 163,121,470 | ||||||||||||
Netherlands | — | 26,469,918 | — | 26,469,918 | ||||||||||||
Singapore | — | 24,759,752 | — | 24,759,752 | ||||||||||||
Spain | — | 38,035,938 | — | 38,035,938 | ||||||||||||
Sweden | — | 12,591,567 | — | 12,591,567 | ||||||||||||
Switzerland | — | 91,392,660 | — | 91,392,660 | ||||||||||||
Taiwan | 9,557,550 | 3,535,326 | — | 13,092,876 | ||||||||||||
United Kingdom | — | 149,134,720 | — | 149,134,720 | ||||||||||||
Investments, at value | $ | 19,739,974 | $ | 791,193,791 | $ | — | $ | 810,933,765 |
* | The Fund’s policy is to disclose transfers between levels based on valuations at the end of the reporting period. There were no transfers between Levels 1, 2 or 3 as of April 30, 2014, based on the valuation input levels on October 31, 2013. |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 13 |
BBH INTERNATIONAL EQUITY FUND |
STATEMENT OF ASSETS AND LIABILITIES |
April 30, 2014 (unaudited) |
ASSETS: | ||||
Investments in securities, at value (Identified cost $603,838,615) | $ | 810,933,765 | ||
Cash | 24,305,059 | |||
Foreign currency at value (Identified cost $344,388) | 345,408 | |||
Receivables for: | ||||
Dividends | 4,910,293 | |||
Investments sold | 468,552 | |||
Shares sold | 38,344 | |||
Prepaid assets | 1,532 | |||
Total Assets | 841,002,953 | |||
LIABILITIES: | ||||
Payables for: | ||||
Investments purchased | 10,025,881 | |||
Investment advisory and administrative fees | 532,149 | |||
Shareholder servicing fees | 149,809 | |||
Custody and fund accounting fees | 42,549 | |||
Shares redeemed | 17,955 | |||
Professional fees | 16,151 | |||
Board of Trustees’ fees | 4,217 | |||
Distributor fees | 2,324 | |||
Transfer agent fees | 2,146 | |||
Accrued expenses and other liabilities | 6,944 | |||
Total Liabilities | 10,800,125 | |||
NET ASSETS | $ | 830,202,828 | ||
Net Assets Consist of: | ||||
Paid-in capital | $ | 685,850,458 | ||
Undistributed net investment income | 10,884,189 | |||
Accumulated net realized loss on investments in securities | ||||
and foreign exchange transactions | (73,644,466 | ) | ||
Net unrealized appreciation/(depreciation) on investments in | ||||
securities and foreign currency translations | 207,112,647 | |||
Net Assets | $ | 830,202,828 | ||
NET ASSET VALUE AND OFFERING PRICE PER SHARE | ||||
CLASS N SHARES | ||||
($743,479,218 ÷ 47,735,201 shares outstanding) | $ | 15.58 | ||
CLASS I SHARES | ||||
($86,723,610 ÷ 5,556,301 shares outstanding) | $ | 15.61 |
The accompanying notes are an integral part of these financial statements.
14 |
BBH INTERNATIONAL EQUITY FUND |
STATEMENT OF OPERATIONS |
For the six months ended April 30, 2014 (unaudited) |
NET INVESTMENT INCOME: | ||||
Income: | ||||
Dividends (net of foreign withholding taxes of $854,349) | $ | 15,922,554 | ||
Interest and other income | 89 | |||
Total Income | 15,922,643 | |||
Expenses: | ||||
Investment advisory and administrative fees | 3,079,133 | |||
Shareholder servicing fees | 866,832 | |||
Custody and fund accounting fees | 117,047 | |||
Board of Trustees’ fees | 47,801 | |||
Professional fees | 38,392 | |||
Transfer agent fees | 12,596 | |||
Distributor fees | 10,168 | |||
Miscellaneous expenses | 56,757 | |||
Total Expenses | 4,228,726 | |||
Expense offset arrangement | (6,613 | ) | ||
Net Expenses | 4,222,113 | |||
Net Investment Income | 11,700,530 | |||
NET REALIZED AND UNREALIZED GAIN: | ||||
Net realized gain on investments in securities | 5,773,610 | |||
Net realized gain on foreign exchange transactions and translations | 234,406 | |||
Net realized gain on investments in securities and foreign | ||||
exchange transactions and translations | 6,008,016 | |||
Net change in unrealized appreciation/(depreciation) on | ||||
investments in securities | 6,993,852 | |||
Net change in unrealized appreciation/(depreciation) on | ||||
foreign currency translations | (62,524 | ) | ||
Net change in unrealized appreciation/(depreciation) on | ||||
investments in securities and foreign currency translations | 6,931,328 | |||
Net Realized and Unrealized Gain | 12,939,344 | |||
Net Increase in Net Assets Resulting from Operations | $ | 24,639,874 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 15 |
BBH INTERNATIONAL EQUITY FUND |
STATEMENTS OF CHANGES IN NET ASSETS |
For the six months ended April 30, 2014 (unaudited) | For the year ended October 31, 2013 | |||||||
INCREASE IN NET ASSETS: | ||||||||
Operations: | ||||||||
Net investment income | $ | 11,700,530 | $ | 12,109,263 | ||||
Net realized gain on investments in securities and | ||||||||
foreign exchange transactions and translations | 6,008,016 | 7,124,317 | ||||||
Net change in unrealized appreciation/(depreciation) | ||||||||
on investments in securities and foreign | ||||||||
currency translations | 6,931,328 | 105,039,134 | ||||||
Net increase in net assets resulting from | ||||||||
operations | 24,639,874 | 124,272,714 | ||||||
Dividends and distributions declared: | ||||||||
From net investment income: | ||||||||
Class N | (11,905,318 | ) | (10,629,842 | ) | ||||
Class I | (1,475,716 | ) | (1,622,915 | ) | ||||
Total dividends and distributions declared | (13,381,034 | ) | (12,252,757 | ) | ||||
Share transactions: | ||||||||
Proceeds from sales of shares | 62,869,290 | 172,732,999 | ||||||
Net asset value of shares issued to shareholders for | ||||||||
reinvestment of dividends and distributions | 13,341,423 | 12,203,623 | ||||||
Proceeds from short-term redemption fees | 5 | 23 | ||||||
Cost of shares redeemed | (27,475,717 | ) | (107,190,196 | ) | ||||
Net increase in net assets resulting from | ||||||||
share transactions | 48,735,001 | 77,746,449 | ||||||
Total increase in net assets | 59,993,841 | 189,766,406 | ||||||
NET ASSETS: | ||||||||
Beginning of period | 770,208,987 | 580,442,581 | ||||||
End of period (including undistributed net investment | ||||||||
income of $10,884,189 and $12,564,693, respectively) | $ | 830,202,828 | $ | 770,208,987 |
The accompanying notes are an integral part of these financial statements.
16 |
BBH INTERNATIONAL EQUITY FUND |
FINANCIAL HIGHLIGHTS |
Selected per share data and ratios for a Class N share outstanding throughout each period |
For the six months ended April 30, 2014 (unaudited) | For the years ended October 31, | |||||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||||||
Net asset value, beginning | ||||||||||||||||||||||||
of period | $ | 15.38 | $ | 13.05 | $ | 12.66 | $ | 13.05 | $ | 11.98 | $ | 10.73 | ||||||||||||
Income from investment operations: | ||||||||||||||||||||||||
Net investment income1 | 0.23 | 0.25 | 0.27 | 0.26 | 0.23 | 0.21 | ||||||||||||||||||
Net realized and unrealized | ||||||||||||||||||||||||
gain (loss) | 0.23 | 2.35 | 0.45 | (0.45 | ) | 1.03 | 1.74 | |||||||||||||||||
Total income (loss) from | ||||||||||||||||||||||||
investment operations | 0.46 | 2.60 | 0.72 | (0.19 | ) | 1.26 | 1.95 | |||||||||||||||||
Less dividends and distributions: | ||||||||||||||||||||||||
From net investment income | (0.26 | ) | (0.27 | ) | (0.33 | ) | (0.20 | ) | (0.19 | ) | (0.37 | ) | ||||||||||||
From net realized gains | — | — | — | — | — | (0.33 | ) | |||||||||||||||||
Total dividends and | ||||||||||||||||||||||||
distributions | (0.26 | ) | (0.27 | ) | (0.33 | ) | (0.20 | ) | (0.19 | ) | (0.70 | ) | ||||||||||||
Short-term redemption fees | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | 0.00 | 2 | — | — | ||||||||||||||
Net asset value, end of period | $ | 15.58 | $ | 15.38 | $ | 13.05 | $ | 12.66 | $ | 13.05 | $ | 11.98 | ||||||||||||
Total return | 3.12 | % | 20.27 | % | 6.05 | % | (1.49 | )% | 10.61 | % | 19.69 | % | ||||||||||||
Ratios/Supplemental data: | ||||||||||||||||||||||||
Net assets, end of period | ||||||||||||||||||||||||
(in millions) | $ | 743 | $ | 695 | $ | 510 | $ | 644 | $ | 573 | $ | 471 | ||||||||||||
Ratio of expenses to average net | ||||||||||||||||||||||||
assets before reductions | 1.12 | %3 | 1.14 | % | 1.17 | % | 1.16 | % | 1.17 | % | 1.19 | % | ||||||||||||
Expense offset arrangement | 0.00 | %3,4 | 0.00 | %4 | 0.00 | %4 | 0.00 | %4 | 0.00 | %4 | 0.01 | % | ||||||||||||
Ratio of expenses to average net | ||||||||||||||||||||||||
assets after reductions | 1.12 | %3 | 1.14 | % | 1.17 | % | 1.16 | % | 1.17 | % | 1.18 | % | ||||||||||||
Ratio of net investment income | ||||||||||||||||||||||||
to average net assets | 3.02 | %3 | 1.79 | % | 2.18 | % | 1.98 | % | 1.85 | % | 2.04 | % | ||||||||||||
Portfolio turnover rate | 6 | % | 14 | % | 12 | % | 13 | % | 11 | % | 34 | % |
1 | Calculated using average shares outstanding for the period. |
2 | Less than $0.01. |
3 | Annualized. |
4 | Less than 0.01%. |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 17 |
BBH INTERNATIONAL EQUITY FUND |
FINANCIAL HIGHLIGHTS (continued) |
Selected per share data and ratios for a Class I share outstanding throughout each period |
For the six months ended April 30, 2014 (unaudited) | For the years ended October 31, | |||||||||||||||||||||||
2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||||||
Net asset value, beginning | ||||||||||||||||||||||||
of period | $ | 15.43 | $ | 13.08 | $ | 12.70 | $ | 13.09 | $ | 12.01 | $ | 10.77 | ||||||||||||
Income from investment operations: | ||||||||||||||||||||||||
Net investment income1 | 0.24 | 0.28 | 0.30 | 0.29 | 0.24 | 0.24 | ||||||||||||||||||
Net realized and unrealized | ||||||||||||||||||||||||
gain (loss) | 0.23 | 2.37 | 0.45 | (0.45 | ) | 1.05 | 1.75 | |||||||||||||||||
Total income (loss) from | ||||||||||||||||||||||||
investment operations | 0.47 | 2.65 | 0.75 | (0.16 | ) | 1.29 | 1.99 | |||||||||||||||||
Less dividends and distributions: | ||||||||||||||||||||||||
From net investment income | (0.29 | ) | (0.30 | ) | (0.37 | ) | (0.23 | ) | (0.21 | ) | (0.42 | ) | ||||||||||||
From net realized gains | — | — | — | — | — | (0.33 | ) | |||||||||||||||||
Total dividends and | ||||||||||||||||||||||||
distributions | (0.29 | ) | (0.30 | ) | (0.37 | ) | (0.23 | ) | (0.21 | ) | (0.75 | ) | ||||||||||||
Short-term redemption fees | — | — | — | — | — | — | ||||||||||||||||||
Net asset value, end of period | $ | 15.61 | $ | 15.43 | $ | 13.08 | $ | 12.70 | $ | 13.09 | $ | 12.01 | ||||||||||||
Total return | 3.19 | % | 20.64 | % | 6.31 | % | (1.26 | )% | 10.88 | % | 20.01 | % | ||||||||||||
Ratios/Supplemental data: | ||||||||||||||||||||||||
Net assets, end of period | ||||||||||||||||||||||||
(in millions) | $ | 87 | $ | 75 | $ | 70 | $ | 97 | $ | 82 | $ | 39 | ||||||||||||
Ratio of expenses to average net | ||||||||||||||||||||||||
assets before reductions | 0.88 | %2 | 0.90 | % | 0.94 | % | 0.92 | % | 0.93 | % | 0.93 | % | ||||||||||||
Expense offset arrangement | 0.00 | %2,3 | 0.00 | %3 | 0.00 | %3 | 0.01 | % | 0.00 | %3 | 0.00 | %3 | ||||||||||||
Ratio of expenses to average net | ||||||||||||||||||||||||
assets after reductions | 0.88 | %2 | 0.90 | % | 0.94 | % | 0.91 | % | 0.93 | % | 0.93 | % | ||||||||||||
Ratio of net investment income | ||||||||||||||||||||||||
to average net assets | 3.25 | %2 | 2.01 | % | 2.42 | % | 2.22 | % | 1.96 | % | 2.29 | % | ||||||||||||
Portfolio turnover rate | 6 | % | 14 | % | 12 | % | 13 | % | 11 | % | 34 | % |
1 | Calculated using average shares outstanding for the period. |
2 | Annualized. |
3 | Less than 0.01%. |
The accompanying notes are an integral part of these financial statements.
18 |
BBH INTERNATIONAL EQUITY FUND |
NOTES TO FINANCIAL STATEMENTS |
April 30, 2014 (unaudited) |
1. | Organization. The Fund is a separate, non-diversified series of BBH Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust was originally organized under the laws of the State of Maryland on July 16, 1990 as BBH Fund, Inc. and re-organized as a Delaware statutory trust on June 12, 2007. The Fund commenced operations on June 6, 1997. On February 20, 2001, the Board of Trustees (“Board”) of the Trust reclassified the Fund’s outstanding shares as “Class N,” and established a new class of shares designated as “Class I”. Class I commenced operations on October 30, 2002. Class N and Class I shares have different operating expenses. Neither Class N shares nor Class I shares convert to any other share class of the Fund. As of April, 2014, there were six series of the Trust. |
2. | Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”). The following summarizes significant accounting policies of the Fund: |
A. | Valuation of Investments. (1) The value of investments listed on a securities exchange is based on the last sale price on that exchange prior to the time when assets are valued, or in the absence of recorded sales, at the average of readily available closing bid and asked prices on such exchange; (2) Securities not traded on an exchange are valued at the average of the quoted bid and asked prices in the over-the-counter market; (3) securities or other assets for which market quotations are not readily available are valued at “fair value” in accordance with procedures established by and under the general supervision and responsibility of the Board; (4) for securities traded on international exchanges, if events which may affect the value of the Fund’s securities occur after the close of the primary exchange on which such securities trade and before the Fund’s net asset value is next determined, then those securities will be fair valued as determined in good faith under the supervision of the Board. The Fund currently uses a systematic fair value model provided by an independent third party to value international securities on a daily basis; (5) short-term investments, which mature in 60 days or less are valued at amortized cost if their original maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if their original maturity when acquired by the Fund was more than 60 days, unless the use of amortized cost is determined not to represent “fair value” by the Board. |
B. | Accounting for Investments and Income. Investment transactions are accounted for on the trade date. Realized gains and losses on investment transactions are determined based on the identified cost method. Dividend income and other distributions received from portfolio securities are recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair market value of securities received at ex-date. Distributions received on securities that represent a return of capital or a capital gain are recorded as a reduction of cost of investments and/or as a realized gain. Interest income is accrued daily. Investment income is recorded net of any foreign taxes withheld where recovery of such tax is uncertain. |
FINANCIAL STATEMENT APRIL 30, 2014 | 19 |
BBH INTERNATIONAL EQUITY FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
C. | Fund Expenses. Most expenses of the Trust can be directly attributed to a specific fund. Expenses which cannot be directly attributed to a fund are apportioned amongst each fund in the Trust equally. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. |
D. | Forward Foreign Currency Exchange Contracts. The Fund may enter into forward foreign currency exchange contracts (“Contracts”) in connection with planned purchases or sales of securities to hedge the U.S. dollar value of securities denominated in a particular currency, or to increase or shift its exposure to a currency other than U.S. dollars. The Fund has no specific limitation on the percentage of assets which may be committed to these types of Contracts. The Fund could be exposed to risks if the counterparties to the Contracts are unable to meet the terms of their Contracts or if the value of the foreign currency changes unfavorably. The U.S. dollar values of foreign currency underlying all contractual commitments held by the Fund are determined using forward foreign currency exchange rates supplied by a quotation service. As of April 30, 2014, the Fund had no open contracts. |
During the six months ended April 30, 2014, the average monthly notional amount of forward foreign currency exchange contracts was $7,876,914. The corresponding volumes for the period ranged from $6,967,442 to $12,385,961.
Effect of Forward Foreign Currency Exchange Contracts on the Statement of Operations
Net Realized Gain on Forward Foreign Currency Exchange Contracts | $ | 225,633 | |||
Net Change in Unrealized Appreciation/(Depreciation) on Forward Foreign | |||||
Currency Exchange Contracts | $ | (47,556 | ) |
E. | Foreign Currency Translations. The accounting records of the Fund are maintained in U.S. dollars. Foreign currency amounts are translated into U.S. dollars at the current rate of exchange of such currency against the U.S. dollar to determine the value of investments, assets and liabilities. Purchases and sales of securities, and income and expenses are translated at the prevailing rate of exchange on the respective dates of such transactions. Upon the purchase or sale of a security denominated in foreign currency, the Fund may enter into forward foreign currency exchange contracts for the purchase or sale, for a fixed amount of U.S. dollars, of the amount of foreign currency involved in the underlying security transaction. Reported net realized gains and losses arise from the sales of portfolio securities, sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. The effect of changes |
20 |
BBH INTERNATIONAL EQUITY FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
in foreign exchange rates on foreign denominated securities is reflected in the net realized and unrealized gain or loss on investments in securities. Net unrealized appreciation or depreciation on foreign currency translations arise from changes in the value of the assets and liabilities, excluding investments in securities, at period end, resulting from changes in the exchange rate.
F. | Restricted Securities. The Fund may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expense, and prompt sale at an acceptable price may be difficult. |
G. | Federal Income Taxes. It is the Trust’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required. The Fund files a tax return annually using tax accounting methods required under provisions of the Code, which may differ from GAAP, which is the basis on which these financial statements are prepared. Accordingly, the amount of net investment income and net realized gain reported in these financial statements may differ from that reported on the Fund’s tax return, due to certain book-to-tax timing differences such as losses deferred due to “wash sale” transactions and utilization of capital loss carryforwards. These differences result in temporary over-distributions for financial statement purposes and are classified as distributions in excess of accumulated net realized gains or net investment income. These distributions do not constitute a return of capital. Permanent differences are reclassified in the Statement of Assets & Liabilities based upon their tax classification. As such, the character of distributions to shareholders reported in the Financial Highlights table may differ from that reported to shareholders on Form 1099-DIV. |
The Fund is subject to the provisions of Accounting Standards Codification 740 Income Taxes (“ASC 740”). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Fund did not have any unrecognized tax benefits as of April 30, 2014, nor were there any increases or decreases in unrecognized tax benefits for the year then ended. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations. During the six months ended April 30, 2014, the Fund did not incur any such interest or penalties. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for the prior three fiscal years. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
FINANCIAL STATEMENT APRIL 30, 2014 | 21 |
BBH INTERNATIONAL EQUITY FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
H. | Dividends and Distributions to Shareholders. Dividends and distributions to shareholders, if any, are paid annually and are recorded on the ex-dividend date. The Fund declared dividends in the amounts of $11,905,318 and $1,475,716 to Class N shares and Class I shares, respectively, during the six months ended April 30, 2014. |
The tax character of distributions paid during the fiscal years ended October 31, 2013 and 2012, respectively, were as follows:
Distributions paid from: | |||||||||||||||||||||
Ordinary income | Net long-term capital gain | Total taxable distributions | Tax return of capital | Total distributions paid | |||||||||||||||||
2013: | $ | 12,252,757 | — | $ | 12,252,757 | — | $ | 12,252,757 | |||||||||||||
2012: | 14,956,905 | — | 14,956,905 | — | 14,956,905 |
As of October 31, 2013 and 2012, respectively, the components of accumulated earnings/(deficit) on a tax basis were as follows:
Components of accumulated earnings/(deficit): | ||||||||||||||||||||||||||||||
Undistributed ordinary income | Undistributed long-term capital gain | Accumulated earnings | Accumulated capital and other losses | Other book/tax temporary differences | Unrealized appreciation/ (depreciation) | Total accumulated earnings/ (deficit) | ||||||||||||||||||||||||
2013: | $ | 12,612,249 | — | $ | 12,612,249 | $ | (74,183,898 | ) | $ | (5,516,141 | ) | $ | 200,181,319 | $ | 133,093,529 | |||||||||||||||
2012: | 12,063,789 | — | 12,063,789 | (81,799,171 | ) | — | 90,808,954 | 21,073,572 |
As of October 31, 2013, the Fund’s net capital loss carryforward expires as follows:
Expiration Date | Amount | ||||||
Pre-December 31, 2010 Capital Losses | 10/31/2017 | $ | 62,728,716 | ||||
10/31/2019 | 5,166,463 | ||||||
Post December 31, 2010 Capital Losses | No Expiration | 6,288,719 | |||||
Total capital loss carryforward | $ | 74,183,898 |
Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carryforward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period and they will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital losses.
22 |
BBH INTERNATIONAL EQUITY FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
Total distributions paid may differ from amounts reported in the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid.
The differences between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.
To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed.
I. | Use of Estimates. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from these estimates. |
J. | “Disclosures about Offsetting Assets and Liabilities”. The Fund has adopted Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” and ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities”. Management has determined that there is no impact to the financial statements. |
3. | Recent Accounting Pronouncements. In June 2013, the FASB issued Accounting Standard Update No. 2013-08, “Financial Services – Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” (“ASU 2013-08”). ASU 2013-08 clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company and for the measurement of non-controlling ownership interests in other investment companies. ASU 2013-08 is effective prospectively for interim or annual periods beginning on or after December 15, 2013. Management does not expect this guidance to have an impact on the financial statements. |
4. | Fees and Other Transactions with Affiliates |
A. | Investment Advisory and Administrative Fees. Under a combined Investment Advisory and Administrative Services Agreement (“Agreement”) with the Trust, Brown Brothers Harriman & Co. (“BBH”) through a separately identifiable department (“SID” or “Investment Adviser”) provides investment advisory and portfolio management services to the Fund. BBH employs a “manager-of-managers” investment approach, whereby it allocates the Fund’s assets among the Fund’s sub-advisers, currently Mondrian Investment Partners Limited and Walter Scott & Partners Limited (together, “Sub-advisers”). The Sub-advisers are responsible for investing the assets of the Fund and the Investment Adviser oversees the Sub-advisers and evaluates their performance results. BBH also provides administrative services to the Fund. The Fund’s investment advisory and administrative services fee is calculated daily and paid monthly at an annual rate equivalent to at 0.80% per annum |
FINANCIAL STATEMENT APRIL 30, 2014 | 23 |
BBH INTERNATIONAL EQUITY FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
on the first $1,000,000,000 of average daily net assets and 0.70% per annum on all average daily net assets over $1,000,000,000. The Investment Adviser pays each Sub-adviser a percentage from its investment advisory and administrative fees. For the six months ended April 30, 2014 the Fund incurred $3,079,133 for services under the Agreement.
B. | Shareholder Servicing Fees. The Trust has a shareholder servicing agreement with BBH. BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate of 0.25% of Class N shares’ average daily net assets. For the six months ended April 30, 2014, Class N shares of the Fund incurred $866,832 in shareholder servicing fees. |
C. | Custody and Fund Accounting Fees. BBH acts as a custodian and fund accountant and receives custody and fund accounting fees from the Fund calculated daily and incurred monthly. BBH holds all of the Fund’s cash and investments and calculates the Fund’s daily net asset value. The custody fee is an asset and transaction based fee. The fund accounting fee is an asset based fee calculated at 0.004% of the Fund’s net asset value. For the six months ended April 30, 2014, the Fund incurred $117,047 in custody and fund accounting fees. These fees for the Fund were reduced by $6,613 as a result of an expense offset arrangement with the Fund’s custodian. The credit amount (if any) is disclosed in the Statement of Operations as a reduction to the Fund’s expenses. In the event that the Fund is overdrawn, under the custody agreement with BBH, BBH will make overnight loans to the Fund to cover overdrafts. Pursuant to their agreement, the Fund will pay the Federal Funds overnight investment rate on the day of the overdraft. The total interest incurred by the Fund for the six months ended April 30, 2014, was $0. |
D. | Board of Trustees’ Fees. Each Trustee who is not an “interested person” as defined under the 1940 Act receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the six months ended April 30, 2014, the Fund incurred $47,801 in non-interested Trustee compensation and reimbursements. |
5. | Investment Transactions. For the six months ended April 30, 2014, the cost of purchases and the proceeds of sales of investment securities, other than short-term investments, were $88,088,067 and $47,702,772, respectively. |
24 |
BBH INTERNATIONAL EQUITY FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
6. | Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of Class N shares and Class I shares of beneficial interest, at no par value. Transactions in Class N shares and Class I shares were as follows: |
For the six months ended April 30, 2014 (unaudited) | For the year ended October 31, 2013 | |||||||||||||||
Shares | Dollars | Shares | Dollars | |||||||||||||
Class N | ||||||||||||||||
Shares sold | 3,336,980 | $ | 50,199,966 | 10,126,980 | $ | 143,135,611 | ||||||||||
Shares issued in | ||||||||||||||||
connection with | ||||||||||||||||
reinvestments of | ||||||||||||||||
dividends | 813,276 | 11,865,706 | 800,962 | 10,580,708 | ||||||||||||
Proceeds from short-term | ||||||||||||||||
redemption fees | N/A | 5 | N/A | 23 | ||||||||||||
Shares redeemed | (1,631,487 | ) | (24,234,783 | ) | (4,796,253 | ) | (67,115,997 | ) | ||||||||
Net increase | 2,518,769 | $ | 37,830,894 | 6,131,689 | $ | 86,600,345 | ||||||||||
Class I | ||||||||||||||||
Shares sold | 827,343 | $ | 12,669,324 | 2,060,256 | $ | 29,597,388 | ||||||||||
Shares issued in | ||||||||||||||||
connection with | ||||||||||||||||
reinvestments of | ||||||||||||||||
dividends | 101,007 | 1,475,717 | 122,855 | 1,622,915 | ||||||||||||
Shares redeemed | (217,307 | ) | (3,240,934 | ) | (2,726,572 | ) | (40,074,199 | ) | ||||||||
Net increase (decrease) | 711,043 | $ | 10,904,107 | (543,461 | ) | $ | (8,853,896 | ) |
FINANCIAL STATEMENT APRIL 30, 2014 | 25 |
BBH INTERNATIONAL EQUITY FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
7. | Principal Risk Factors and Indemnifications. |
A. | Principal Risk Factors. Investing in the Fund may involve certain risks, as discussed in the Fund’s prospectus, including but not limited to, those described below: |
A shareholder may lose money by investing in the Fund (investment risk). The Fund is actively managed and the decisions by the Investment Adviser may cause the Fund to incur losses or miss profit opportunities (management risk). In the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to the assumption of large positions in securities of a small number of issuers (non-diversification risk), prohibition of, or restrictions on, the ability to transfer currency, securities and other assets (capital controls risk), non-U.S. currencies invested in by the Fund depreciating against the U.S. dollar (currency exchange rate risk), risks from investing in securities of issuers based in developing countries (emerging markets risk), certain risks associated with investing in foreign securities not present in domestic investments (foreign investment risk), or investment styles of the Sub-advisers not complementing each other (multi-manager risk). The value of securities held by the Fund may fall due to changing economic, political, regulatory or market conditions, or due to a company’s or issuer’s individual situation (market risk). The Fund invests in equity securities whose prices rise and fall due to factors affecting individual companies, particular industries or the equity markets as a whole (equity securities risk). The Fund’s shareholders may be adversely impacted by asset allocation decisions made by an investment adviser whose discretionary clients make up a large percentage of the Fund’s shareholders (shareholder concentration risk). The extent of the Fund’s exposure to these risks in respect to these financial assets is included in their value as recorded in the Fund’s Statement of Assets and Liabilities.
Please refer to the Fund’s prospectus for a complete description of the principal risks of investing in the Fund.
B. | Indemnifications. Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote. |
8. | Subsequent Events. Management has evaluated events and transactions that may have occurred since April 30, 2014 through the date the financial statements were issued and determined that there were none that would require recognition or additional disclosure in the financial statements. |
26 |
BBH INTERNATIONAL EQUITY FUND |
DISCLOSURE OF FUND EXPENSES |
April 30, 2014 (unaudited) |
EXAMPLE
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested distributions, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution 12b-1 fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (November 1, 2013 to April 30, 2014).
ACTUAL EXPENSES
The first line of the table provides information about actual account values and actual expenses. You may use information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During Period” to estimate the expenses you paid on your account during the period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
FINANCIAL STATEMENT APRIL 30, 2014 | 27 |
BBH INTERNATIONAL EQUITY FUND |
DISCLOSURE OF FUND EXPENSES (continued) |
April 30, 2014 (unaudited) |
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value November 1, 2013 | Ending Account Value April 30, 2014 | Expenses Paid During Period November 1, 2013 to April 30, 20141 | ||||
Class N | ||||||
Actual | $1,000 | $1,031 | $5.64 | |||
Hypothetical2 | $1,000 | $1,019 | $5.61 | |||
Beginning Account Value November 1, 2013 | Ending Account Value April 30, 2014 | Expenses Paid During Period November 1, 2013 to April 30, 20141 | ||||
Class I | ||||||
Actual | $1,000 | $1,032 | $4.43 | |||
Hypothetical2 | $1,000 | $1,020 | $4.41 |
1 | Expenses are equal to the Fund’s annualized expense ratio of 1.12% and 0.88% for Class N and I shares, respectively, multiplied by the average account value over the period, multiplied by 181/365 (to reflect the one-half year period). |
2 | Assumes a return of 5% before expenses. For the purposes of the calculation, the applicable annualized expenses ratio for each class of shares is subtracted from the assumed return before expenses. |
28 |
BBH INTERNATIONAL EQUITY FUND |
DISCLOSURE OF ADVISOR SELECTION |
April 30, 2014 (unaudited) |
Investment Advisory and Administrative Services and Sub-Advisory Agreements Approval
The 1940 Act requires that the continuance of a fund’s investment advisory agreements must be approved annually both by a fund’s board of trustees and by a majority of the trustees who are not parties to the investment advisory agreements or “interested persons” of any party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.
The Board, a majority of whom are Independent Trustees, held an in-person meeting on December 10, 2013, to consider whether to renew the Investment Advisory and Administrative Services Agreement (the “Advisory Agreement”) between the Trust and the Investment Adviser with respect to the existing funds in the Trust, including the Fund. The Board also considered the renewal of the sub-advisory agreements (the “Sub-Advisory Agreements” and, together with the Advisory Agreement, the “Agreements”) between the Investment Adviser and each of Walter Scott & Parters Limited (“Walter Scott”) and Mondrian Investment Partners Limited (“Mondrian” and, together with Walter Scott, the “Sub-Advisers”). In approving the renewal of the Agreements with respect to the Fund for an additional one year term, the Board determined that the terms of the Agreements were fair and reasonable and that they had received sufficient information to make an informed business decision with respect to the continuation of the Agreements.
Both in the meeting specifically held to address the continuance of the Agreements and at other meetings during the course of the year, the Board requested and received a variety of materials provided by the Investment Adviser, Sub-Advisers and BBH, including information about personnel, operations and Fund performance. The Board also received third-party comparative performance and fee and expense information for the Fund. The Board received a memorandum from Counsel to the Trust (“Fund Counsel”) regarding the responsibilities of trustees for the approval of investment advisory agreements. In addition, the Board met in executive session outside the presence of Fund management.
The following is a summary of the factors the Board considered in making its determination to approve the continuance of the Agreements. No single factor reviewed by the Board was identified as the principal factor in determining whether to approve the Agreements, and individual Trustees may have given different weight to various factors. The Board reviewed these factors with Fund Counsel.
Nature, Extent and Quality of Services
The Board noted that, pursuant to the Advisory Agreement with respect to the Fund, the Investment Adviser, subject to the supervision of the Board, is responsible for providing administrative services and overseeing the investment advisory services provided to the Fund. Pursuant to the Sub-advisory Agreements, the Sub-Advisers, subject to the supervision of the Investment Adviser and the Board are responsible for providing a continuous investment program and making purchases and sales of portfolio securities consistent with the Fund’s investment objective and policies.
FINANCIAL STATEMENT APRIL 30, 2014 | 29 |
BBH INTERNATIONAL EQUITY FUND |
DISCLOSURE OF ADVISOR SELECTION (continued) |
April 30, 2014 (unaudited) |
The Board received and considered information, during the in-person meeting held on December 10, 2013, and during the past year, regarding the nature, extent and quality of services provided to the Fund by the Investment Adviser including the supervision of the Sub-Advisers, supervision of operations and compliance and regulatory filings, disclosures to Fund shareholders, general oversight of service providers, assisting the Board, including the Independent Trustees, in their capacity as Trustees and other services. The Board considered the resources of the Investment Adviser and BBH dedicated to the Fund noting that BBH also provides administrative, custody, fund accounting and shareholder servicing services to the Fund. The Board considered the scope and quality of services provided by the Adviser under the Advisory Agreement. The Board also considered the policies and practices followed by BBH and the Investment Adviser. The Board noted that in the course of its regular meetings it received reports on each of the foregoing topics. The Board concluded that, overall, they were satisfied with the nature, extent and quality of services provided, and expected to be provided, to the Fund pursuant to the Advisory Agreement.
The Board received and considered information, during the in-person meeting held on December 10, 2013, and during the past year, regarding the nature, extent and quality of services provided to the Fund by the Sub-Advisers, particularly portfolio management in light of the narrower scope of services performed by the Sub-Advisers. The Board also considered brokerage policies and practices, and the standards applied in seeking best execution. The Board reviewed the qualifications of the key investment personnel primarily responsible for the day-to-day portfolio management of the Fund. In addition, the Board received reports on the foregoing topics at other meetings held during the year. The Board concluded that, overall, they were satisfied with the nature, extent and quality of services provided, and expected to be provided, to the Fund pursuant to the Sub-Advisory Agreements.
Fund Performance
The Board received and considered performance information for the Fund. The Board considered the Fund’s performance relative to a peer category of other mutual funds. As part of this review, the Trustees considered the composition of the peer category, selection criteria and reputation of the third party who prepared the peer category analysis. In addition, the Board received detailed performance information for the Fund at other meetings held during the year. The Board considered short-term and long-term investment performance for the Fund over various periods of time as compared to a selection of peer funds, noting that the Fund has outperformed in the 3, 4, 5, and 10 year periods. In evaluating the performance of the Fund, the Board considered the risk expectations for the Fund as well as the level of Fund performance in the context of its review. Based on this information, the Board concluded that it was satisfied with the Fund’s investment results.
30 |
BBH INTERNATIONAL EQUITY FUND |
DISCLOSURE OF ADVISOR SELECTION (continued) |
April 30, 2014 (unaudited) |
Fund Expenses
The Board considered the fee rates paid by the Fund to the Investment Adviser and BBH in light of the nature, extent and quality of the services provided to the Fund. The Board considered the depth and range of services provided pursuant to the Advisory Agreement, noting that the Investment Adviser also coordinates the provision of services to the Fund by affiliated and nonaffiliated service providers. The Board received and considered information comparing the Fund’s investment advisory and administration fee and the Fund’s net total expenses with those of other comparable mutual funds, such peer group and comparisons having been selected and calculated by an independent third party. The Board recognized that it is difficult to make comparisons of the fee rate, or of combined advisory and administration fees, because there are variations in the services that are included in the fees paid by other funds. The Board concluded that the advisory and administration fee appeared to be reasonable in light of the services rendered and was the result of arm’s length negotiation.
The Board also considered the fees paid to the Sub-Advisers for their services to the Fund. The compensation paid to the Sub-Advisers is paid by the Investment Adviser, not the Fund directly, and, accordingly, the retention of the Sub-Advisers does not increase the fees or expenses otherwise incurred by the Fund’s shareholders.
Costs of Services Provided and Profitability
With regard to profitability, the Trustees considered the compensation flowing to the Adviser and BBH, directly or indirectly, and to the Sub-Advisers. The Board reviewed the Investment Adviser and BBH’s profitability data for the Fund for the nine-months ended September 30, 2013, and for the prior two-year period. The data also included the effect of revenue generated by the shareholder servicing, custody, fund accounting and administration fees paid by the Fund to BBH. The Board reviewed the allocation methods used in preparing the profitability data. The Board also reviewed the Sub-Advisers’ profitability data for the Fund. The Board also considered the effect of fall-out benefits on the expenses of the Investment Adviser and BBH. The Board focused on profitability of the Investment Adviser and BBH’s relationships with the Fund before taxes and distribution expenses. The Board concluded that neither the Investment Adviser and BBH’s nor the Sub-Advisers’ profitability was not excessive in light of the nature, extent and quality of services provided to the Fund. The Board considered other benefits received by BBH, the Investment Adviser, and the Sub-Advisers, as applicable, as a result of their relationships with the Fund. These other benefits include proprietary research received from brokers that execute the Fund’s purchases and sales of securities and fees received for being the Fund’s administrator, custodian, fund accounting and shareholder servicing agent. In light of the costs of providing services pursuant to the Advisory Agreement as well as the Investment Adviser and BBH’s commitment to the Fund, the ancillary benefits that the Investment Adviser and BBH received were considered reasonable.
FINANCIAL STATEMENT APRIL 30, 2014 | 31 |
BBH INTERNATIONAL EQUITY FUND |
DISCLOSURE OF ADVISOR SELECTION (continued) |
April 30, 2014 (unaudited) |
Economies of Scale
The Board considered the existence of any economies of scale and whether those are passed along to the Fund’s shareholders through a graduated investment advisory fee schedule or other means, including any fee waivers by the Investment Adviser and BBH. The Board considered the fee schedule for the Fund, noting the existence of a graduated investment advisory fee schedule. Based on information they had been provided over many years, the Board observed that in the mutual fund industry as a whole, as well as among funds similar to the Fund, there appeared to be no uniformity or pattern in the fees and asset levels at which breakpoints apply. In light of the Fund’s current size and expense structure, the Board concluded that the breakpoints for the Fund were reasonable. The Board concluded that the fees paid by the Fund to the Investment Adviser and the Sub-Advisers were reasonable based on the comparative performance, expense information, the cost of the services provided and the profits to be realized by the Investment Adviser and the Sub-Advisers.
32 |
BBH INTERNATIONAL EQUITY FUND |
CONFLICTS OF INTEREST |
April 30, 2014 (unaudited) |
Conflicts of Interest
Certain conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them, For example, BBH may act as adviser to private funds with investment strategies similar to the Fund. Those private funds may pay BBH a performance fee in addition to the stated investment advisory fee. In such cases, BBH may have an incentive to allocate certain investment opportunities to the private fund rather than the Fund in order to increase the private fund’s performance and thus improve BBH’s chances of receiving the performance fee. However, BBH has implemented policies and procedures to assure that investment opportunities are allocated equitably between the Fund and other funds and accounts with similar investment strategies.
Other potential conflicts might include conflicts between the Fund and its affiliated and unaffiliated service providers (e.g. conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. Also, because its advisory fees are calculated by reference to a Fund’s net assets, the Investment Adviser and its affiliates may have an incentive to seek to overvalue certain assets.
Arrangements regarding compensation and delegation of responsibility may create conflicts relating to selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades, administration of investment advice and valuation of securities.
From time to time BBH may invest a portion of the assets of its discretionary investment advisory clients in the Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times. Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Fund’s expense ratio. BBH reserves the right to redeem at any time some or all of the shares of the Fund acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Fund by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Fund, which might have an adverse effect on the Fund’s investment flexibility, portfolio diversification and expense ratio.
FINANCIAL STATEMENT APRIL 30, 2014 | 33 |
BBH INTERNATIONAL EQUITY FUND |
CONFLICTS OF INTEREST (continued) |
April 30, 2014 (unaudited) |
BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.
When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments may be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination, and may be based on analytical values determined by BBH using proprietary or third party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.
BBH, including the Investment Adviser, seeks to meet its fiduciary obligation with respect to all clients including the Fund. BBH has adopted and implemented policies and procedures that seek to manage conflicts. The Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, review of allocation decisions, the investment in only those securities that have been approved for purchase by an oversight committee, and compliance with the Investment Adviser’s Code of Ethics. With respect to the allocation of investment opportunities, BBH has adopted and implemented policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. BBH has structured the portfolio managers’ compensation in a manner it believes is reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts.
The Trust also manages these conflicts. For example, the Trust has designated a chief compliance officer and has adopted and implemented policies and procedures designed to manage the conflicts identified above and other conflicts that may arise in the course of the Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser and the Trust’s chief compliance officer on areas of potential conflict.
34 |
Administrator
Brown Brothers Harriman
140 Broadway
New York, NY 10005
Distributor
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203
Shareholder Servicing Agent
Brown Brothers Harriman
140 Broadway
New York, NY 10005 (800) 575-1265
Investment Adviser
Brown Brothers Harriman
Mutual Fund Advisory
Department
140 Broadway
New York, NY 10005
To obtain information or make shareholder inquiries:
By telephone: | Call 1-800-575-1265 | |
By E-mail send your request to: | bbhfunds@bbh.com | |
On the internet: | www.bbhfunds.com |
This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund. Such offering is made only by the prospectus, which includes details as to offering price and other material information.
The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” Information on Form N-Q is available without charge and upon request by calling the Fund at the toll-free number listed above. A text only version can be viewed online or downloaded from the SEC’s website at http://www.sec.gov; and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-SEC-0330 for information on the operation of the Public Reference Room). You may also access this information from the BBH Funds website at www.bbhfunds.com.
A summary of the Fund’s Proxy Voting Policy that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio, as well as a record of how the Fund voted any such proxies during the most recent 12-month period ended June 30, is available upon request by calling the toll-free number listed above. This information is also available on the SEC’s website at www.sec.gov.
Semi-Annual Report
APRIL 30, 2014
BBH INTERMEDIATE MUNICIPAL BOND FUND
BBH INTERMEDIATE MUNICIPAL BOND FUND |
PORTFOLIO ALLOCATION |
April 30, 2014 (unaudited) |
BREAKDOWN BY SECURITY TYPE
U.S. $ Value | Percent of Net Assets | |||||||
Municipal Bonds | $ | 52,369,418 | 103.5 | % | ||||
Liabilities in Excess of Other Assets | (1,789,761 | ) | (3.5 | ) | ||||
NET ASSETS | $ | 50,579,657 | 100.0 | % |
All data as of April 30, 2014. The BBH Intermediate Municipal Bond Fund’s (the “Fund”) sector diversification is expressed as a percentage of net assets and may vary over time.
The accompanying notes are an integral part of these financial statements.
2 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
PORTFOLIO OF INVESTMENTS |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||
MUNICIPAL BONDS (103.5%) | ||||||||||||
Arizona (0.9%) | ||||||||||||
$ | 305,000 | Salt Verde Financial Corp., | ||||||||||
Revenue Bonds | 12/01/19 | 5.250 | % | $344,812 | ||||||||
80,000 | Salt Verde Financial Corp., | |||||||||||
Revenue Bonds | 12/01/28 | 5.250 | 89,548 | |||||||||
Total Arizona | 434,360 | |||||||||||
California (2.5%) | ||||||||||||
85,000 | California Health Facilities Financing | |||||||||||
Authority, Revenue Bonds | 08/15/24 | 5.250 | 98,019 | |||||||||
1,000,000 | California State Public Works Board, | |||||||||||
Revenue Bonds | 09/01/33 | 5.000 | 1,097,140 | |||||||||
50,000 | Los Angeles County Metropolitan | |||||||||||
Transportation Authority, | ||||||||||||
Revenue Bonds1 | 07/01/27 | 0.338 | 46,456 | |||||||||
Total California | 1,241,615 | |||||||||||
Colorado (0.5%) | ||||||||||||
320,000 | Denver Health & Hospital Authority, | |||||||||||
Revenue Bonds1 | 12/01/33 | 1.258 | 259,770 | |||||||||
Total Colorado | 259,770 | |||||||||||
Connecticut (2.3%) | ||||||||||||
140,000 | Connecticut Housing Finance Authority, | |||||||||||
Revenue Bonds | 11/15/23 | 3.450 | 141,044 | |||||||||
1,000,000 | State of Connecticut, General | |||||||||||
Obligation Bonds1 | 08/15/20 | 1.140 | 1,018,810 | |||||||||
Total Connecticut | 1,159,854 | |||||||||||
District of Columbia (0.4%) | ||||||||||||
180,000 | Metropolitan Washington Airports | |||||||||||
Authority, Revenue Bonds | 10/01/21 | 5.000 | 210,114 | |||||||||
Total District of Columbia | 210,114 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 3 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
MUNICIPAL BONDS (continued) | ||||||||||||||
Florida (4.8%) | ||||||||||||||
$ | 1,000,000 | Florida HomeLoan Corp., Revenue Bonds2 | 07/01/45 | 3.000 | % | $ | 1,045,530 | |||||||
1,080,000 | Greater Orlando Aviation Authority, | |||||||||||||
Revenue Bonds | 10/01/27 | 5.000 | 1,189,609 | |||||||||||
170,000 | Miami-Dade County, Revenue Bonds | 10/01/22 | 5.000 | 198,667 | ||||||||||
Total Florida | 2,433,806 | |||||||||||||
Georgia (2.6%) | ||||||||||||||
65,000 | Chatham County Hospital Authority, | |||||||||||||
Revenue Bonds | 01/01/26 | 5.000 | 72,652 | |||||||||||
1,000,000 | State of Georgia, General | |||||||||||||
Obligation Bonds | 02/01/22 | 5.000 | 1,218,080 | |||||||||||
Total Georgia | 1,290,732 | |||||||||||||
Hawaii (2.7%) | ||||||||||||||
155,000 | State of Hawaii Airports System Revenue, | |||||||||||||
Revenue Bonds | 07/01/18 | 5.000 | 174,373 | |||||||||||
125,000 | State of Hawaii Department of Budget & | |||||||||||||
Finance, Revenue Bonds1 | 07/01/29 | 0.267 | 115,907 | |||||||||||
1,000,000 | State of Hawaii Department of | |||||||||||||
Transportation, Certificates of | ||||||||||||||
Participation | 08/01/28 | 5.000 | 1,078,150 | |||||||||||
Total Hawaii | 1,368,430 | |||||||||||||
Illinois (7.1%) | ||||||||||||||
250,000 | Chicago Transit Authority, | |||||||||||||
Revenue Bonds | 06/01/19 | 5.500 | 279,573 | |||||||||||
245,000 | Illinois State Finance Authority, | |||||||||||||
Revenue Bonds | 11/15/32 | 5.000 | 265,756 | |||||||||||
1,300,000 | Lake County Community Consolidated | |||||||||||||
School District No. 73 Hawthorn, | ||||||||||||||
General Obligation Bonds | 12/01/19 | 0.000 | 1,151,423 | |||||||||||
1,000,000 | Railsplitter Tobacco Settlement Authority, | |||||||||||||
Revenue Bonds | 06/01/19 | 5.000 | 1,149,730 | |||||||||||
250,000 | State of Illinois, General Obligation Bonds | 04/01/26 | 5.000 | 274,658 | ||||||||||
475,000 | State of Illinois, General Obligation Bonds | 09/01/28 | 5.000 | 495,572 | ||||||||||
Total Illinois | 3,616,712 |
The accompanying notes are an integral part of these financial statements.
4 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Maturity Date | Interest Rate | Value | |||||||||||
MUNICIPAL BONDS (continued) | |||||||||||||||
Kansas (1.8%) | |||||||||||||||
$ | 1,000,000 | City of St. Marys, Revenue Bonds1 | 04/15/32 | 04/15/32 | 0.120 | % | $ | 899,448 | |||||||
Total Kansas | 899,448 | ||||||||||||||
Kentucky (6.0%) | |||||||||||||||
1,000,000 | Carroll County, Revenue Bonds1 | 10/01/32 | 10/01/32 | 0.140 | 923,839 | ||||||||||
750,000 | Kentucky Housing Corp., Revenue Bonds | 07/01/17 | 07/01/17 | 3.800 | 793,432 | ||||||||||
750,000 | Kentucky Housing Corp., Revenue Bonds | 01/01/18 | 01/01/18 | 4.000 | 787,710 | ||||||||||
500,000 | Kentucky Housing Corp., Revenue Bonds | 07/01/19 | 07/01/19 | 4.250 | 532,340 | ||||||||||
Total Kentucky | 3,037,321 | ||||||||||||||
Maine (2.1%) | |||||||||||||||
1,000,000 | Finance Authority of Maine, | ||||||||||||||
Revenue Bonds | 02/01/16 | 02/01/16 | 4.650 | 1,047,700 | |||||||||||
Total Maine | 1,047,700 | ||||||||||||||
Maryland (9.5%) | |||||||||||||||
1,000,000 | Anne Arundel County, General | ||||||||||||||
Obligation Bonds | 04/01/23 | 04/01/23 | 5.000 | 1,222,590 | |||||||||||
150,000 | City of Baltimore, Revenue Bonds1 | 07/01/32 | 07/01/32 | 0.060 | 136,308 | ||||||||||
1,000,000 | Howard County, General | ||||||||||||||
Obligation Bonds | 02/15/22 | 02/15/22 | 5.000 | 1,215,870 | |||||||||||
1,000,000 | Montgomery County, General | ||||||||||||||
Obligation Bonds3 | 05/01/14 | 05/01/14 | 0.080 | 1,000,000 | |||||||||||
1,000,000 | State of Maryland, General | ||||||||||||||
Obligation Bonds | 03/01/21 | 03/01/21 | 5.000 | 1,209,550 | |||||||||||
Total Maryland | 4,784,318 | ||||||||||||||
Massachusetts (5.6%) | |||||||||||||||
1,000,000 | City of Boston, General Obligation Bonds | 03/01/23 | 5.000 | 1,226,980 | |||||||||||
375,000 | Commonwealth of Massachusetts, | ||||||||||||||
General Obligation Bonds1 | 12/01/30 | 12/01/30 | 0.060 | 337,465 | |||||||||||
1,000,000 | Massachusetts Health & Educational | ||||||||||||||
Facilities Authority, Revenue Bonds | 07/01/22 | 07/01/22 | 5.500 | 1,259,570 | |||||||||||
Total Massachusetts | 2,824,015 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 5 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||
MUNICIPAL BONDS (continued) | ||||||||||||
Michigan (4.4%) | ||||||||||||
$ | 1,000,000 | Detroit City School District, General | ||||||||||
Obligation Bonds | 05/01/30 | 5.250 | % | $1,110,250 | ||||||||
1,000,000 | Michigan State Hospital Finance | |||||||||||
Authority, Revenue Bonds | 06/01/25 | 5.000 | 1,124,870 | |||||||||
Total Michigan | 2,235,120 | |||||||||||
Missouri (2.9%) | ||||||||||||
300,000 | Health & Educational Facilities Authority | |||||||||||
of the State of Missouri, | ||||||||||||
Revenue Bonds1 | 06/01/31 | 0.393 | 268,827 | |||||||||
1,000,000 | Missouri State Environmental | |||||||||||
Improvement & Energy Resources | ||||||||||||
Authority, Revenue Bonds | 01/01/23 | 5.000 | 1,223,080 | |||||||||
Total Missouri | 1,491,907 | |||||||||||
Montana (1.0%) | ||||||||||||
500,000 | Montana Board of Housing, | |||||||||||
Revenue Bonds2 | 12/01/43 | 3.000 | 518,020 | |||||||||
Total Montana | 518,020 | |||||||||||
New Hampshire (2.0%) | ||||||||||||
1,000,000 | New Hampshire Health & Education | |||||||||||
Facilities Authority Act, | ||||||||||||
Revenue Bonds3 | 05/01/14 | 0.080 | 1,000,000 | |||||||||
Total New Hampshire | 1,000,000 | |||||||||||
New Jersey (6.5%) | ||||||||||||
400,000 | New Jersey Economic Development | |||||||||||
Authority, Revenue Bonds1 | 03/01/28 | 1.720 | 389,832 | |||||||||
250,000 | New Jersey State Turnpike Authority, | |||||||||||
Revenue Bonds1 | 01/01/30 | 0.350 | 232,250 | |||||||||
2,500,000 | New Jersey Transportation Trust Fund | |||||||||||
Authority, Revenue Bonds | 12/15/30 | 0.000 | 1,131,450 | |||||||||
6,500,000 | Tobacco Settlement Financing Corp., | |||||||||||
Revenue Bonds | 06/01/41 | 0.000 | 1,534,715 | |||||||||
Total New Jersey | 3,288,247 |
The accompanying notes are an integral part of these financial statements.
6 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
MUNICIPAL BONDS (continued) | ||||||||||||||
New York (11.3%) | ||||||||||||||
$ | 50,000 | Metropolitan Transportation Authority, | ||||||||||||
Revenue Bonds1 | 11/01/22 | 0.303 | % | $ | 48,441 | |||||||||
1,000,000 | Metropolitan Transportation Authority, | |||||||||||||
Revenue Bonds1 | 11/01/22 | 0.304 | 968,804 | |||||||||||
1,000,000 | New York City, General Obligation Bonds3 | 05/01/14 | 0.090 | 1,000,000 | ||||||||||
80,000 | New York State Energy Research & | |||||||||||||
Development Authority, Revenue Bonds1 | 12/01/26 | 0.383 | 72,181 | |||||||||||
580,000 | New York State Energy Research & | |||||||||||||
Development Authority, Revenue Bonds1 | 07/01/29 | 0.380 | 537,108 | |||||||||||
1,000,000 | New York State Energy Research & | |||||||||||||
Development Authority, Revenue Bonds1 | 01/01/39 | 0.105 | 863,182 | |||||||||||
1,000,000 | New York State Thruway Authority, | |||||||||||||
Revenue Bonds | 05/01/19 | 5.000 | 1,155,130 | |||||||||||
950,000 | Port Authority of New York & New Jersey, | |||||||||||||
Revenue Bonds | 11/01/19 | 5.000 | 1,073,937 | |||||||||||
Total New York | 5,718,783 | |||||||||||||
North Carolina (6.0%) | ||||||||||||||
600,000 | Charlotte-Mecklenburg Hospital Authority, | |||||||||||||
Revenue Bonds3 | 05/01/14 | 0.070 | 600,000 | |||||||||||
1,000,000 | Mecklenburg County, General Obligation | |||||||||||||
Bonds | 12/01/21 | 5.000 | 1,212,950 | |||||||||||
1,000,000 | Wake County, General Obligation Bonds | 03/01/25 | 5.000 | 1,242,160 | ||||||||||
Total North Carolina | 3,055,110 | |||||||||||||
Oklahoma (2.0%) | ||||||||||||||
1,000,000 | Oklahoma Capital Improvement Authority, | |||||||||||||
Revenue Bonds3 | 05/01/14 | 0.130 | 1,000,000 | |||||||||||
Total Oklahoma | 1,000,000 | |||||||||||||
Pennsylvania (4.2%) | ||||||||||||||
1,000,000 | Philadelphia Hospitals & Higher Education | |||||||||||||
Facilities Authority, Revenue Bonds3 | 05/01/14 | 0.090 | 1,000,000 | |||||||||||
1,000,000 | School District of Philadelphia, General | |||||||||||||
Obligation Bonds | 09/01/20 | 5.000 | 1,136,550 | |||||||||||
Total Pennsylvania | 2,136,550 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 7 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
MUNICIPAL BONDS (continued) | ||||||||||||||
Tennessee (0.3%) | ||||||||||||||
$ | 150,000 | Clarksville Natural Gas Acquisition Corp., | ||||||||||||
Revenue Bonds | 12/15/19 | 5.000 | % | $ | 168,013 | |||||||||
Total Tennessee | 168,013 | |||||||||||||
Texas (10.7%) | ||||||||||||||
500,000 | City of Houston Airport System Revenue, | |||||||||||||
Revenue Bonds | 07/01/18 | 5.000 | 570,020 | |||||||||||
100,000 | City of Houston Airport System Revenue, | |||||||||||||
Revenue Bonds | 07/01/19 | 5.000 | 114,308 | |||||||||||
350,000 | City of Houston Airport System Revenue, | |||||||||||||
Revenue Bonds1 | 07/01/30 | 0.240 | 319,413 | |||||||||||
125,000 | City of Houston Airport System Revenue, | |||||||||||||
Revenue Bonds1 | 07/01/32 | 0.304 | 113,154 | |||||||||||
1,000,000 | State of Texas, General Obligation Bonds | 10/01/20 | 5.000 | 1,202,150 | ||||||||||
1,000,000 | Texas Municipal Gas Acquisition & | |||||||||||||
Supply Corp. I, Revenue Bonds1 | 12/15/26 | 0.856 | 875,440 | |||||||||||
1,000,000 | Texas Municipal Gas Acquisition & | |||||||||||||
Supply Corp. II, Revenue Bonds1 | 09/15/17 | 0.590 | 998,820 | |||||||||||
1,000,000 | Texas Transportation Commission State | |||||||||||||
Highway Fund, Revenue Bonds | 04/01/23 | 5.000 | 1,223,500 | |||||||||||
Total Texas | 5,416,805 | |||||||||||||
Virginia (0.5%) | ||||||||||||||
250,000 | Sussex County Industrial Development | |||||||||||||
Authority, Revenue Bonds1 | 06/01/28 | 2.375 | 250,000 | |||||||||||
Total Virginia | 250,000 |
The accompanying notes are an integral part of these financial statements.
8 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||
MUNICIPAL BONDS (continued) | ||||||||||||||
Washington (2.9%) | ||||||||||||||
$ | 1,000,000 | Port of Seattle, Revenue Bonds | 02/01/24 | 5.000 | % | $ | 1,117,930 | |||||||
180,000 | Washington State Housing Finance | |||||||||||||
Commission, Revenue Bonds | 12/01/21 | 2.900 | 178,907 | |||||||||||
185,000 | Washington State Housing Finance | |||||||||||||
Commission, Revenue Bonds | 12/01/22 | 3.050 | 185,831 | |||||||||||
Total Washington | 1,482,668 | |||||||||||||
Total Municipal Bonds | ||||||||||||||
(Identified cost $52,094,608) | $ | 52,369,418 | ||||||||||||
TOTAL INVESTMENTS (Identified cost $52,094,608)4 | 103.5 | % | 52,369,418 | |||||||||||
LIABILITIES IN EXCESS OF OTHER ASSETS | (3.5 | ) | (1,789,761 | ) | ||||||||||
NET ASSETS | 100.0 | % | $ | 50,579,657 |
1 | Variable rate instrument. Interest rates change on specific dates (such as coupon or interest payment date). The yield shown represents the April 30, 2014 coupon or interest rate. |
2 | Represents a security purchased on a when-issued basis. |
3 | Variable rate demand note. The maturity date reflects the demand repayment dates. The interest rate changes on specific dates (such as coupon or interest payment date). The yield shown represents the coupon or interest rate as of April 30, 2014. |
4 | The aggregate cost for federal income tax purposes is $52,094,608, the aggregate gross unrealized appreciation is $337,145 and the aggregate gross unrealized depreciation is $62,335, resulting in net unrealized appreciation of $274,810. |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 9 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
FAIR VALUE MEASUREMENTS
The Fund is required to disclose information regarding the fair value measurements of the Fund’s assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure requirement established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including, for example, the risk inherent in a particular valuation technique used to measure fair value, including the model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the Fund’s own considerations about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
The three levels defined by the fair value hierarchy are as follows:
— | Level 1 – unadjusted quoted prices in active markets for identical investments. |
— | Level 2 – significant other observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.). |
— | Level 3 – significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments). |
Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the investment adviser. The investment adviser considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the investment adviser’s perceived risk of that instrument.
The accompanying notes are an integral part of these financial statements.
10 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
PORTFOLIO OF INVESTMENTS (continued) |
April 30, 2014 (unaudited) |
Financial assets within level 1 are based on quoted market prices in active markets. The Fund does not adjust the quoted price for these instruments.
Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. These include investment-grade corporate bonds, U.S. Treasury notes and bonds, and certain non-U.S. sovereign obligations and over-the-counter derivatives. As level 2 financial assets include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.
Financial assets classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 financial assets include private equity and certain corporate debt securities. As observable prices are not available for these securities, valuation techniques are used to derive fair value.
Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon the actual sale of those investments.
The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of April 30, 2014.
Investments, at value | Unadjusted Quoted Prices in Active Markets for Identical Investments (Level 1)* | Significant Other Observable Inputs (Level 2)* | Significant Unobservable Inputs (Level 3)* | Balance as of April 30, 2014 | ||||
Municipal Bonds | $ – | $52,369,418 | $ – | $52,369,418 | ||||
Total Investments, at value | $ – | $52,369,418 | $ – | $52,369,418 |
* | The Fund’s policy is to disclose transfers between levels based on valuations at the end of the reporting period. There were no transfers between Levels 1, 2 or 3 as of April 30, 2014. |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 11 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
STATEMENT OF ASSETS AND LIABILITIES |
April 30, 2014 (unaudited) |
ASSETS: | ||||
Investments in securities, at value (Identified cost $52,094,608) | $ | 52,369,418 | ||
Cash | 33,649 | |||
Receivables for: | ||||
Investments sold | 1,232,991 | |||
Interest | 361,291 | |||
Investment advisory and administrative fees waiver reimbursement | 18,448 | |||
Other assets | 35,727 | |||
Total Assets | 54,051,524 | |||
LIABILITIES: | ||||
Payables for: | ||||
Investments purchased | 3,396,518 | |||
Periodic distributions | 39,500 | |||
Investment advisory and administrative fees | 16,036 | |||
Professional fees | 7,841 | |||
Board of Trustees’ fees | 4,006 | |||
Custody and fund accounting fees | 3,439 | |||
Transfer agent fees | 1,508 | |||
Distributor fees | 1,139 | |||
Accrued expenses and other liabilities | 1,880 | |||
Total Liabilities | 3,471,867 | |||
NET ASSETS | $ | 50,579,657 | ||
Net Assets Consist of: | ||||
Paid-in capital | $ | 50,180,150 | ||
Undistributed net investment income | 80 | |||
Accumulated net realized gain on investments in securities | 124,617 | |||
Net unrealized appreciation/(depreciation) on investments in securities | 274,810 | |||
Net Assets | $ | 50,579,657 | ||
NET ASSET VALUE AND OFFERING PRICE PER SHARE | ||||
CLASS N SHARES | ||||
($25,216 ÷ 2,500 shares outstanding) | $ | 10.09 | ||
CLASS I SHARES | ||||
($50,554,441 ÷ 5,015,505 shares outstanding) | $ | 10.08 |
The accompanying notes are an integral part of these financial statements.
12 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
STATEMENT OF OPERATIONS |
For the period from April 1, 2014 (commencement of operations) to April 30, 2014 (unaudited) |
NET INVESTMENT INCOME: | ||||
Income: | ||||
Interest and other income | $ | 59,768 | ||
Total Income | 59,768 | |||
Expenses: | ||||
Investment advisory and administrative fees | 16,037 | |||
Professional fees | 7,841 | |||
Board of Trustees’ fees | 4,006 | |||
Custody and fund accounting fees | 3,439 | |||
Transfer agent fees | 1,508 | |||
Distributor fees | 1,139 | |||
Miscellaneous expenses | 4,526 | |||
Total Expenses | 38,496 | |||
Investment advisory and administrative fees waiver | (18,448 | ) | ||
Net Expenses | 20,048 | |||
Net Investment Income | 39,720 | |||
NET REALIZED AND UNREALIZED: | ||||
Net realized gain on investments in securities | 124,617 | |||
Net change in unrealized appreciation/(depreciation) on investments | ||||
in securities | 274,810 | |||
Net Realized and Unrealized Gain | 399,427 | |||
Net Increase in Net Assets Resulting from Operations | $ | 439,147 |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 13 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
STATEMENT OF CHANGES IN NET ASSETS |
For the period from April 1, 2014 (commencement of operations) to April 30, 2014 | ||||
INCREASE IN NET ASSETS: | ||||
Operations: | ||||
Net investment income | $ | 39,720 | ||
Net realized gain on investments in securities | 124,617 | |||
Net change in unrealized appreciation/(depreciation) on investments | ||||
in securities | 274,810 | |||
Net increase in net assets resulting from operations | 439,147 | |||
Dividends and distributions declared: | ||||
From net investment income: | ||||
Class N | (18 | ) | ||
Class I | (39,622 | ) | ||
Total dividends and distributions declared | (39,640 | ) | ||
Share transactions: | ||||
Proceeds from sales of shares | 50,180,010 | |||
Net asset value of shares issued to shareholders for reinvestment of | ||||
dividends and distributions | 140 | |||
Net increase in net assets resulting from share transactions | 50,180,150 | |||
Total increase in net assets | 50,579,657 | |||
NET ASSETS: | ||||
Beginning of period | — | |||
End of period (including undistributed net investment income of $80) | $ | 50,579,657 |
The accompanying notes are an integral part of these financial statements.
14 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
FINANCIAL HIGHLIGHTS |
Selected per share data and ratios for a Class N share outstanding throughout each period. |
For the period from April 1, 2014 (commencement of operations) to April 30, 2014 | ||||
Net asset value, beginning of period | $ | 10.00 | ||
Income from investment operations: | ||||
Net investment income1 | 0.01 | |||
Net realized and unrealized gain | 0.09 | |||
Total income from investment operations | 0.10 | |||
Less dividends and distributions: | ||||
From net investment income | (0.01 | ) | ||
Total dividends and distributions | (0.01 | ) | ||
Net asset value, end of period | $ | 10.09 | ||
Total return | 0.97 | % | ||
Ratios/Supplemental data: | ||||
Net assets, end of period (in millions) | $ | 0 | 2 | |
Ratio of expenses to average net assets before reductions | 1.15 | %3 | ||
Fee waiver | 0.50 | %3,4 | ||
Ratio of expenses to average net assets after reductions | 0.65 | %3 | ||
Ratio of net investment income to average net assets | 1.23 | %3 | ||
Portfolio turnover rate | 23 | %5 |
1 | Calculated using average shares outstanding for the period. |
2 | Less than $500,000 |
3 | Annualized. |
4 | The ratio of expenses to average net assets for the period ended April 30, 2014 reflect fees reduced as result of a contractual operating expense limitation of the share class to 0.65%. The agreement is effective for the period beginning on April 1, 2014 and will terminate on May 1, 2015, unless it is renewed by all parties to the agreement. For the period ended April 30, 2014 the waived fees were $8. |
5 | Represents Fund portfolio turnover for the period ended April 30, 2014. |
The accompanying notes are an integral part of these financial statements.
FINANCIAL STATEMENT APRIL 30, 2014 | 15 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
FINANCIAL HIGHLIGHTS (continued) |
Selected per share data and ratios for a Class I share outstanding throughout each period. |
For the period from April 1, 2014 (commencement of operations) to April 30, 2014 | ||||
Net asset value, beginning of period | $ | 10.00 | ||
Income from investment operations: | ||||
Net investment income1 | 0.01 | |||
Net realized and unrealized gain | 0.08 | |||
Total income from investment operations | 0.09 | |||
Less dividends and distributions: | ||||
From net investment income | (0.01 | ) | ||
Total dividends and distributions | (0.01 | ) | ||
Net asset value, end of period | $ | 10.08 | ||
Total return | 0.88 | % | ||
Ratios/Supplemental data: | ||||
Net assets, end of period (in millions) | $ | 51 | ||
Ratio of expenses to average net assets before reductions | 0.96 | %2 | ||
Fee waiver | 0.46 | %2,3 | ||
Ratio of expenses to average net assets after reductions | 0.50 | %2 | ||
Ratio of net investment income to average net assets | 0.99 | %2 | ||
Portfolio turnover rate | 23 | %4 |
1 | Calculated using average shares outstanding for the period. |
2 | Annualized. |
3 | The ratio of expenses to average net assets for the period ended April 30, 2014 reflect fees reduced as result of a contractual operating expense limitation of the share class to 0.50%. The agreement is effective for the period beginning on April 1, 2014 and will terminate on May 1, 2015, unless it is renewed by all parties to the agreement. For the period ended April 30, 2014 the waived fees were $18,440. |
4 | Represents Fund portfolio turnover for the period ended April 30, 2014. |
The accompanying notes are an integral part of these financial statements.
16 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
NOTES TO FINANCIAL STATEMENTS |
April 30, 2014 (unaudited) |
1. | Organization. The Fund is a separate, diversified series of BBH Trust (the “Trust”), which is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company. The Trust was originally organized under the laws of the State of Maryland on July 16, 1990 as BBH Fund, Inc. and re-organized as a Delaware statutory trust on June 12, 2007. The Fund commenced operations on April 1, 2014. The Fund offers both Class N shares and Class I shares. Class N and Class I shares have different operating expenses. Neither Class N shares nor Class I shares convert to any other share class of the Fund. As of April 30, 2014, there were six series of the Trust. |
2. | Significant Accounting Policies. The Fund’s financial statements are prepared in accordance with Generally Accepted Accounting Principles in the United States of America (“GAAP”). The following summarizes significant accounting policies of the Fund: |
A. | Valuation of Investments. Bonds and other fixed income securities, including restricted securities (other than short-term obligations but including listed issues) are valued at their most recent bid prices (sales price if the principal market is an exchange) in the principal market in which such securities are normally traded, on the basis of valuations furnished by a pricing service, use of which has been approved by the Board of Trustees (“Board”). In making such valuations, the pricing service utilizes both dealer supplied valuations and electronic data processing techniques, which take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data, without exclusive reliance upon quoted prices, or exchange or over-the-counter prices, since such valuations are believed to reflect more accurately the fair value of such securities. |
Securities or other assets for which market quotations are not readily available are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Board. Short-term investments, which mature in 60 days or less are valued at amortized cost if their original maturity was 60 days or less, or by amortizing their value on the 61st day prior to maturity, if their original maturity when acquired by the Fund was more than 60 days, unless the use of amortized cost is determined not to represent “fair value” by the Board.
B. | Accounting for Investments and Income. Investment transactions are accounted for on the trade date. Realized gains and losses on investment transactions are determined based on the identified cost method. Interest income is accrued daily and consists of interest accrued, discount earned (including, if any, both original issue and market discount) and premium amortization on the investments of the Fund. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivable when the |
FINANCIAL STATEMENT APRIL 30, 2014 | 17 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
collection of all or a portion of the interest has become doubtful based on consistently applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectability of interest is reasonably assured.
C. | Fund Expenses. Most expenses of the Trust can be directly attributed to a specific fund. Expenses which cannot be directly attributed to a fund are apportioned amongst each fund in the Trust equally. Expense estimates are accrued in the period to which they relate and adjustments are made when actual amounts are known. |
D. | Federal Income Taxes. It is the Trust’s policy to comply with the requirements of the Internal Revenue Code (the “Code”) applicable to regulated investment companies and to distribute substantially all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required. The Fund files a tax return annually using tax accounting methods required under provisions of the Code, which may differ from GAAP, which is the basis on which these financial statements are prepared. Accordingly, the amount of net investment income and net realized gain reported in these financial statements may differ from that reported on the Fund’s tax return, due to certain book-to-tax timing differences such as losses deferred due to “wash sale” transactions and utilization of capital loss carryforwards. These differences result in temporary over-distributions for financial statement purposes and are classified as distributions in excess of accumulated net realized gains or net investment income. These distributions do not constitute a return of capital. Permanent differences are reclassified in the Statement of Assets & Liabilities based upon their tax classification. As such, the character of distributions to shareholders reported in the Financial Highlights table may differ from that reported to shareholders on Form 1099-DIV. |
The Fund is subject to the provisions of Accounting Standards Codification 740 Income Taxes (“ASC 740”). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Fund did not have any unrecognized tax benefits as of April 30, 2014, nor were there any increases or decreases in unrecognized tax benefits for the year then ended. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations. During the period ended April 30, 2014, the Fund did not incur any such interest or penalties. The Fund is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly change in the next twelve months.
E. | Dividends and Distributions to Shareholders. Dividends and distributions from net investment income to shareholders, if any, are generally declared and paid monthly and are recorded on the ex-dividend date. Distributions from net capital gains, if any, are generally declared and paid annually and are recorded on the ex-dividend date. The Fund declared dividends in the amounts of $18 and $39,622 to Class N and Class I shares, respectively, during the period ended April 30, 2014. |
18 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
Under the Regulated Investment Company Modernization Act of 2010, the Fund is permitted to carryforward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period and they will retain their character as either short-term or long-term capital losses rather than being considered all short-term capital losses.
Total distributions paid may differ from amounts reported in the Statements of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid.
The differences between book-basis and tax-basis unrealized appreciation/(depreciation) is attributable primarily to the tax deferral of losses on wash sales.
To the extent future capital gains are offset by capital loss carryforwards, such gains will not be distributed.
F. | Use of Estimates. The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expense during the reporting period. Actual results could differ from these estimates. |
G. | “Disclosures about Offsetting Assets and Liabilities”. The Fund has adopted Accounting Standards Update (“ASU”) No. 2013-01 “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities” and ASU No. 2011-11 “Disclosures about Offsetting Assets and Liabilities”. Management has determined that there is no impact to the financial statements. |
3. | Recent Accounting Pronouncements. In June 2013, the FASB issued Accounting Standard Update No. 2013-08, “Financial Services — Investment Companies (Topic 946): Amendments to the Scope, Measurement and Disclosure Requirements” (“ASU 2013-08”). ASU 2013-08 clarifies the characteristics of an investment company and provides comprehensive guidance for assessing whether an entity is an investment company and for the measurement of non-controlling ownership interests in other investment companies. ASU 2013-08 is effective prospectively for interim or annual periods beginning on or after December 15, 2013. Management does not expect this guidance to have an impact on the financial statements. |
4. | Fees and Other Transactions with Affiliates. |
A. | Investment Advisory and Administrative Fees. Effective April 1, 2014 (commencement of operations), under a combined Investment Advisory and Administrative Services Agreement (“Agreement”) with the Trust, Brown Brothers Harriman & Co. (“BBH”) through a separately identifiable department (“SID” or “Investment Adviser”) provides investment advisory and portfolio management services to the Fund. BBH also provides administrative services to the Fund. The Fund’s |
FINANCIAL STATEMENT APRIL 30, 2014 | 19 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
investment advisory fee is calculated daily and paid monthly at an annual rate equivalent to 0.40% of the Fund’s average daily net assets. For the period ended April 30, 2014, the Fund incurred $16,037 for services under the Agreement.
B. | Investment Advisory and Administrative Fee Waivers. Effective April 1, 2014 (commencement of operations), the SID contractually agreed to limit the annual fund operating expenses (excluding interest, taxes, brokerage commissions, other expenditures that are capitalized in accordance with GAAP and other extraordinary expenses not incurred in the ordinary course of the Fund’s business of Class N and Class I to 0.65% and 0.50%, respectively. The agreement will terminate on May 1, 2015, unless it is renewed by all parties to the agreement. The agreement may only be terminated during its term with approval of the Fund’s Board of Trustees. For the period ended April 30, 2014, the SID waived fees in the amount of $8 and $18,440 for Class N and Class I, respectively. |
C. | Shareholder Servicing Fees. The Trust has a shareholder servicing agreement with BBH. BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate of 0.15% of Class N shares’ average daily net assets. For the period ended April 30, 2014, Class N Shares of the Fund incurred $2 in shareholder servicing fees. |
D. | Custody and Fund Accounting Fees. BBH acts as a custodian and fund accountant and receives custody and fund accounting fees from the Fund calculated daily and incurred monthly. BBH holds all of the Fund’s cash and investments and calculates the Fund’s daily net asset value. The custody fee is an asset and transaction based fee. The fund accounting fee is an asset based fee calculated at 0.004% of the Fund’s net asset value. For the period ended April 30, 2014, the Fund incurred $3,439 in custody and fund accounting fees. As of April 30, 2014, these fees for the Fund were not reduced as a result of an expense offset arrangement with the Fund’s custodian. The credit amount (if any) is disclosed in the Statement of Operations as a reduction to the Fund’s expenses. In the event that the Fund is overdrawn, under the custody agreement with BBH, BBH will make overnight loans to the Fund to cover overdrafts. Pursuant to their agreement, the Fund will pay the Federal Funds overnight investment rate on the day of the overdraft. The total interest incurred by the Fund for the period ended April 30, 2014, was $0. |
E. | Board of Trustees’ Fees. Each Trustee who is not an “interested person” as defined under the 1940 Act receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the period ended April 30, 2014, the Fund incurred $4,006 in non-interested Trustee compensation and reimbursements. |
20 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
5. | Investment Transactions. For the period ended April 30, 2014, the cost of purchases and the proceeds of sales of investment securities other than short-term investments were $64,245,149 and $12,245,010, respectively. |
6. | Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of Class N shares and Class I shares of beneficial interest, at no par value. Transactions in Class N and Class I shares were as follows: |
For the period ended April 30, 2014* | ||||||||
Shares | Dollars | |||||||
Class N | ||||||||
Shares sold | 2,498 | $ | 25,010 | |||||
Shares issued in connection with reinvestments of dividends | 2 | 18 | ||||||
Net increase | 2,500 | $ | 25,028 | |||||
Class I | ||||||||
Shares sold | 5,015,493 | $ | 50,155,000 | |||||
Shares issued in connection with reinvestments of dividends | 12 | 122 | ||||||
Net increase | 5,015,505 | $ | 50,155,122 |
* | The period represented is from April 1, 2014 (commencement of operations) to April 30, 2014. |
7. | Principal Risk Factors and Indemnifications. |
A. | Principal Risk Factors. Investing in the Fund may involve certain risks, as discussed in the Fund’s prospectus, including but not limited to, those described below: |
A shareholder may lose money by investing in the Fund (investment risk). The Fund is actively managed and the decisions by the Investment Adviser may cause the Fund to incur losses or miss profit opportunities (management risk). In the normal course of business, the Fund may invest in auction rate securities, the liquidity and price of which are subject to the risk of insufficient demand at auction or on a secondary market (auction rate securities risk). Additionally, in the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to redemption of securities by the issuer before maturity (call risk), failure of a counterparty to a transaction to perform (credit risk), changes in interest rates (interest rate risk), higher volatility for securities with longer maturities (maturity risk), difficulty in being able to purchase or sell a security (liquidity risk) and a significant position in municipal securities in a particular state (state-specific risk). Political, legislative and economic events may affect a municipal security’s value, interest payments, repayments of principal and the Fund’s ability to sell it (municipal issuer risk).
FINANCIAL STATEMENT APRIL 30, 2014 | 21 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
NOTES TO FINANCIAL STATEMENTS (continued) |
April 30, 2014 (unaudited) |
Additionally, the Fund may invest more than 25% of total assets in municipal obligations relating to similar types of projects and, as a result, the Fund may be more sensitive to adverse economic, business or political developments (concentration risk). The Fund’s use of derivatives creates risks that are different from, or possibly greater than, the risks associated with investing directly in securities as the Fund could lose more than the principal amount invested (derivatives risk). The value of securities held by the Fund may decline in response to certain events, including: those directly involving the companies or issuers whose securities are held by the Fund; conditions affecting the general economy; overall market changes; and political and regulatory events (market risk). While the Fund endeavors to purchase only bona fide tax exempt bonds, there is a risk that a bond may be reclassified by the IRS as a taxable bond creating taxable income for the Fund and its shareholders (taxation risk). The Fund’s shareholders may be adversely impacted by asset allocation decisions made by an investment adviser whose discretionary clients make up a large percentage of the Fund’s shareholders (shareholder concentration risk). The extent of the Fund’s exposure to these risks in respect to these financial assets is included in their value as recorded in the Fund’s Statement of Assets and Liabilities.
Please refer to the Fund’s prospectus for a complete description of the principal risks of investing in the Fund.
B. | Indemnifications. Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote. |
8. | Subsequent Events. Management has evaluated events and transactions that have occurred since April 30, 2014 through the date the financial statements were issued and determined that there were none that would require recognition or additional disclosure in the financial statements. |
22 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
DISCLOSURE OF FUND EXPENSES |
April 30, 2014 (unaudited) |
EXAMPLE
As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested distributions, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution 12b-1 fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.
The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (April 1, 2014 (commencement of operations) to April 30, 2014).
ACTUAL EXPENSES
The first line of the table provides information about actual account values and actual expenses. You may use information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during the period.
HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES
The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.
FINANCIAL STATEMENT APRIL 30, 2014 | 23 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
DISCLOSURE OF FUND EXPENSES (continued) |
April 30, 2014 (unaudited) |
Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.
Beginning Account Value April 1, 2014 | Ending Account Value April 30, 2014 | Expenses Paid During Period April 1, 2014 to April 30, 20141 | ||||
Class N | ||||||
Actual | $1,000 | $1,010 | $0.52 | |||
Hypothetical2 | $1,000 | $1,022 | $3.26 | |||
Beginning Account Value April 1, 2014 | Ending Account Value April 30, 2014 | Expenses Paid During Period April 1, 2014 to April 30, 20141 | ||||
Class I | ||||||
Actual | $1,000 | $1,009 | $0.40 | |||
Hypothetical2 | $1,000 | $1,022 | $2.51 |
1 | Expenses are equal to the Fund’s annualized expense ratio of 0.65% and 0.50% for Class N and I shares, respectively, multiplied by the average account value over the period, multiplied by 29/365 (to reflect the period). |
2 | Assumes a return of 5% before expenses. For the purposes of the calculation, the applicable annualized expenses ratio for each class of shares is subtracted from the assumed return before expenses. |
24 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
DISCLOSURE OF ADVISOR SELECTION |
April 30, 2014 (unaudited) |
Board Approval of Investment Advisory and Administrative Services Agreement
The 1940 Act requires that a fund’s investment advisory agreements must be approved both by a fund’s board of trustees and by a majority of the trustees who are not parties to the investment advisory agreements or “interested persons” of any party (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval.
The Board, a majority of whom are Independent Trustees, held an in-person meeting on March 6, 2014, to consider the Investment Advisory and Administrative Services Agreement (the “Agreement”) between the Trust and the Investment Adviser with respect to the Fund. In approving the Agreement at that time, the Board determined that the terms of the Agreement were fair and reasonable.
Both in the meetings specifically held to address the Agreement, and at other meetings during the course of the year, the Board requested and received a variety of materials provided by the Investment Adviser and BBH, including information about personnel operations and related performance. The Board received a memorandum from Counsel to the Trust (“Fund Counsel”) at its December 10, 2013 meeting regarding the responsibilities of trustees for the approval of investment advisory agreements and reviewed those responsibilities at this meeting. In addition, the Board met in executive session outside the presence of Fund management. The following is a summary of the factors the Board considered in making its determination to approve the Agreement. No single factor reviewed by the Board was identified as the principal factor in determining whether to approve the Agreement, and individual Trustees may have given different weight to various factors. The Board reviewed these factors with Fund Counsel.
Pursuant to the Agreement and with respect to the Fund, the Investment Adviser, subject to the supervision of the Board, would be responsible for providing a continuous investment program and making purchases and sales of portfolio securities consistent with the Fund’s investment objective and policies. The Board received and considered information specific to the Fund during the in-person meeting held on March 6, 2014, regarding the nature, extent and quality of services to be provided by the Investment Adviser. The Board also considered information received during the year regarding the nature, extent and quality of services provided to the existing series of the Trust, including portfolio management, supervision of operations and compliance and regulatory filings, disclosures to shareholders, general oversight of service providers, assisting the Board, including the Independent Trustees, in their capacity as Trustees, and other services. The Board considered the resources of the Investment Adviser and BBH dedicated to the Trust and to be dedicated to the Fund, noting that BBH would also provide administrative, custody, accounting and shareholder services to the Fund.
FINANCIAL STATEMENT APRIL 30, 2014 | 25 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
DISCLOSURE OF ADVISOR SELECTION (continued) |
April 30, 2014 (unaudited) |
In examining the nature, extent and quality of the services to be provided pursuant to the Agreement, the Board considered the services historically provided by the Investment Adviser to the Trust’s existing series and their shareholders. In reviewing the nature, extent, and quality of services, the Board considered that the Investment Adviser’s investment management responsibilities for the Fund would be substantially similar to those provided to the Trust’s existing series, including its investment management philosophy and technique and its methods, to ensure compliance with the investment objectives, policies and restrictions of the Fund.
The Board considered and was satisfied with the qualifications and expertise of the portfolio management team that would be responsible for the management of the Fund. Based on the totality of the information considered, the Board concluded that the Investment Adviser had sufficient resources and experience to provide advisory services to the Fund and that it was satisfied with the nature, extent and quality of the services to be provided by the Investment Adviser.
The Board then considered the proposed fees payable under the Agreement with respect to the services to be provided to the Fund by the Investment Adviser. The Board also considered and reviewed the fee waiver arrangement for the Fund and considered the proposed fee rates, after taking into account the waiver. Additionally, the Board received and considered information comparing the Fund’s investment advisory and administration fee and the Fund’s net total expenses with those of other comparable mutual funds, such peer group and comparisons having been selected and calculated by an independent third party. The Board recognized that it is difficult to make comparisons of the proposed fee rate, or of combined advisory and administration fees, because there are variations in the services that are included in the fees paid by other funds. In view of industry peers and in light of the services proposed to be rendered, the Board concluded that the proposed advisory and administration fee appeared to be reasonable.
26 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
CONFLICTS OF INTEREST |
April 30, 2014 (unaudited) |
Conflicts of Interest
Certain conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them. For example, BBH may act as adviser to private funds with investment strategies similar to the Fund. Those private funds may pay BBH a performance fee in addition to the stated investment advisory fee. In such cases, BBH may have an incentive to allocate certain investment opportunities to the private fund rather than the Fund in order to increase the private fund’s performance and thus improve BBH’s chances of receiving the performance fee. However, BBH has implemented policies and procedures to assure that investment opportunities are allocated equitably between the Fund and other funds and accounts with similar investment strategies.
Other potential conflicts might include conflicts between the Fund and its affiliated and unaffiliated service providers (e.g. conflicting duties of loyalty). In addition to providing investment management services through the SID, BBH provides administrative, custody, shareholder servicing and fund accounting services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. Also, because its advisory fees are calculated by reference to a Fund’s net assets, the Investment Adviser and its affiliates may have an incentive to seek to overvalue certain assets.
Purchases and sales of securities for the Fund may be aggregated with orders for other BBH client accounts. BBH, however, is not required to aggregate orders if portfolio management decisions for different accounts are made separately, or if they determine that aggregating is not practicable, or in cases involving client direction.
Prevailing trading activity frequently may make impossible the receipt of the same price or execution on the entire volume of securities purchased or sold. When this occurs, the various prices may be averaged, and the Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Fund. In addition, under certain circumstances, the Fund will not be charged the same commission or commission equivalent rates in connection with an aggregated order.
FINANCIAL STATEMENT APRIL 30, 2014 | 27 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
CONFLICTS OF INTEREST (continued) |
April 30, 2014 (unaudited) |
Arrangements regarding compensation and delegation of responsibility may create conflicts relating to selection of brokers or dealers to execute Fund portfolio trades and/or specific uses of commissions from Fund portfolio trades, administration of investment advice and valuation of securities.
From time to time BBH may invest a portion of the assets of its discretionary investment advisory clients in the Fund. That investment by BBH on behalf of its discretionary investment advisory clients in the Fund may be significant at times. Increasing the Fund’s assets may enhance investment flexibility and diversification and may contribute to economies of scale that tend to reduce the Fund’s expense ratio. BBH reserves the right to redeem at any time some or all of the shares of the Fund acquired for its discretionary investment advisory clients’ accounts. A large redemption of shares of the Fund by BBH on behalf of its discretionary investment advisory clients could significantly reduce the asset size of the Fund, which might have an adverse effect on the Fund’s investment flexibility, portfolio diversification and expense ratio.
BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees. BBH may benefit from increased amounts of assets under management.
When market quotations are not readily available or are believed by BBH to be unreliable, the Fund’s investments may be valued at fair value by BBH pursuant to procedures adopted by the Fund’s Board of Trustees. When determining an asset’s “fair value,” BBH seeks to determine the price that a Fund might reasonably expect to receive from the current sale of that asset in an arm’s-length transaction. The price generally may not be determined based on what the Fund might reasonably expect to receive for selling an asset at a later time or if it holds the asset to maturity. While fair value determinations will be based upon all available factors that BBH deems relevant at the time of the determination, and may be based on analytical values determined by BBH using proprietary or third party valuation models, fair value represents only a good faith approximation of the value of a security. The fair value of one or more securities may not, in retrospect, be the price at which those assets could have been sold during the period in which the particular fair values were used in determining the Fund’s net asset value. As a result, the Fund’s sale or redemption of its shares at net asset value, at a time when a holding or holdings are valued by BBH (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders.
BBH, including the Investment Adviser, seeks to meet its fiduciary obligation with respect to all clients including the Fund. BBH has adopted and implemented policies and procedures that seek to manage conflicts. The Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, review of allocation decisions, the investment in only those securities that have been approved for purchase by an oversight committee, and compliance with the Investment Adviser’s Code of Ethics.
28 |
BBH INTERMEDIATE MUNICIPAL BOND FUND |
CONFLICTS OF INTEREST (continued) |
April 30, 2014 (unaudited) |
With respect to the allocation of investment opportunities, BBH has adopted and implemented policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. BBH has structured the portfolio managers’ compensation in a manner it believes is reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts.
The Trust also manages these conflicts. For example, the Trust has designated a chief compliance officer and has adopted and implemented policies and procedures designed to manage the conflicts identified above and other conflicts that may arise in the course of the Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. From time to time, the Trustees receive reports from the Investment Adviser and the Trust’s chief compliance officer on areas of potential conflict.
FINANCIAL STATEMENT APRIL 30, 2014 | 29 |
Administrator
Brown Brothers Harriman
140 Broadway
New York, NY 10005
Distributor
ALPS Distributors, Inc.
1290 Broadway, Suite 1100
Denver, CO 80203
Shareholder Servicing Agent
Brown Brothers Harriman
140 Broadway
New York, NY 10005 (800) 575-1265
Investment Adviser
Brown Brothers Harriman
Mutual Fund Advisory
Department
140 Broadway
New York, NY 10005
To obtain information or make shareholder inquiries:
By telephone: | Call 1-800-575-1265 | |
By E-mail send your request to: | bbhfunds@bbh.com | |
On the internet: | www.bbhfunds.com |
This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund. Such offering is made only by the prospectus, which includes details as to offering price and other material information.
The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” Information on Form N-Q is available without charge and upon request by calling the Funds at the toll-free number listed above. A text only version can be viewed online or downloaded from the SEC’s website at http://www.sec.gov; and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-SEC-0330 for information on the operation of the Public Reference Room). You may also access this information from the BBH Funds website at www.bbhfunds.com.
A summary of the Fund’s Proxy Voting Policy that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio, as well as a record of how the Fund voted any such proxies during the most recent 12-month period ended October 31, is available upon request by calling the toll-free number listed above. This information is also available on the SEC’s website at www.sec.gov.
Item 2. Code of Ethics.
Not required for this semi-annual report on Form N-CSR.
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Item 3. Audit Committee Financial Expert.
Not required for this semi-annual report on Form N-CSR.
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Item 4. Principal Accountant Fees and Services.
Not required for this semi-annual report on Form N-CSR.
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Item 5. Audit Committee of Listed Registrants.
(a) | Not required for this semi-annual report on Form N-CSR.
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(b) | Not required. |
Item 6. Investments.
(a) | This schedule is included as part of the report to shareholders filed under Item 1 of this Form N-CSR.
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(b) | Not applicable. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable. |
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable. |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable. |
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable. |
Item 11. Controls and Procedures.
(a) | The Registrant’s principal executive and financial officers have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective, as of a date within 90 days of the filing date of this Form N-CSR, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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(b) | There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant's second fiscal quarter of the period covered by this Form N-CSR, that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting. |
Item 12. Exhibits.
(a)(1) | Not required for this semi-annual report on Form N-CSR.
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(a)(2) | Certifications required by Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are filed as Exhibit 12(a)(2) to this Form N-CSR.
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(a)(3) | Not applicable. |
(b) | Certifications required by Rule 30a-2(b) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are furnished as Exhibit 12(b) to this Form N-CSR. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) BBH Trust
By: (Signature and Title)
/s/ Radford W. Klotz___
Radford W. Klotz
Title: President (Principal Executive Officer)
Date: July 9, 2014
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/ Radford W. Klotz___
Radford W. Klotz
Title: President (Principal Executive Officer)
Date: July 9, 2014
By: (Signature and Title)
/s/ Charles H. Schreiber_
Charles H. Schreiber
Title: Treasurer (Principal Financial Officer)
Date: July 9, 2014