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 U.S. Government Money Market Fund
(Exact name of registrant as specified in charter)
140 Broadway, New York, NY 10005
(Address of principal executive offices) (Zip Code)
Corporation Services Company
2711 Centerville Road, Suite 400, Wilmington, DE 19808
(Name and address of agent for service)
Registrant's telephone number, including area code: (800) 575-1265
Date of fiscal year end: June 30
Date of reporting period: June 30, 2017
Item 1. Report to Stockholders.
BBH U.S. GOVERNMENT MONEY MARKET FUND
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE
June 30, 2017
BBH U.S. GOVERNMENT MONEY MARKET FUND
MANAGEMENT’S DISCUSSION OF FUND PERFORMANCE (continued)
June 30, 2017
financial statements june 30, 2017 | 3 |
BBH U.S. GOVERNMENT MONEY MARKET FUND
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
BBH U.S. Government Money Market Fund:
August 23, 2017
BBH U.S. GOVERNMENT MONEY MARKET FUND
PORTFOLIO ALLOCATION
June 30, 2017
U.S. $ Value | Percent of Net Assets | |||||||||
U.S. Government Agency Obligations | $ | 271,847,776 | 17.9 | % | ||||||
U.S. Treasury Bills | 1,073,426,765 | 70.5 | ||||||||
Repurchase Agreements | 175,000,000 | 11.5 | ||||||||
Cash and Other Assets in Excess of Liabilities | 1,219,767 | 0.1 | ||||||||
NET ASSETS | $ | 1,521,494,308 | 100.0 | % |
financial statements june 30, 2017 | 5 |
BBH U.S. GOVERNMENT MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS
June 30, 2017
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||||||
U.S. GOVERNMENT AGENCY OBLIGATIONS (17.9%) | ||||||||||||||||||
$ 75,000,000 | Federal Home Loan Bank Discount Notes1,2 | 07/05/17 | 0.827 | % | $ | 74,993,125 | ||||||||||||
27,000,000 | Federal Home Loan Bank Discount Notes1 | 07/07/17 | 0.817 | 26,996,333 | ||||||||||||||
50,000,000 | Federal Home Loan Bank Discount Notes1 | 07/19/17 | 0.936 | 49,976,625 | ||||||||||||||
50,000,000 | Federal Home Loan Bank Discount Notes1 | 07/24/17 | 0.961 | 49,969,333 | ||||||||||||||
20,000,000 | Federal Home Loan Bank Discount Notes1 | 08/04/17 | 1.021 | 19,980,733 | ||||||||||||||
50,000,000 | Federal Home Loan Bank Discount Notes1,2 | 08/18/17 | 1.027 | 49,931,627 | ||||||||||||||
Total U.S. Government Agency Obligations (Identified cost $271,847,776) | 271,847,776 | |||||||||||||||||
U.S. TREASURY BILLS (70.5%) | ||||||||||||||||||
55,000,000 | U.S. Treasury Bill1,2 | 07/06/17 | 0.792 | 54,993,960 | ||||||||||||||
125,000,000 | U.S. Treasury Bill1,2 | 07/13/17 | 0.690 | 124,971,308 | ||||||||||||||
90,000,000 | U.S. Treasury Bill1,2 | 07/20/17 | 0.775 | 89,963,278 | ||||||||||||||
125,000,000 | U.S. Treasury Bill1,2 | 08/03/17 | 0.857 | 124,901,951 | ||||||||||||||
70,000,000 | U.S. Treasury Bill1,2 | 08/10/17 | 0.856 | 69,933,528 | ||||||||||||||
100,000,000 | U.S. Treasury Bill1,2 | 08/17/17 | 0.889 | 99,884,099 | ||||||||||||||
70,000,000 | U.S. Treasury Bill1,2 | 08/24/17 | 0.905 | 69,905,147 | ||||||||||||||
50,000,000 | U.S. Treasury Bill1,2 | 08/31/17 | 0.974 | 49,917,629 | ||||||||||||||
50,000,000 | U.S. Treasury Bill1,2 | 09/07/17 | 0.961 | 49,909,428 | ||||||||||||||
75,000,000 | U.S. Treasury Bill1 | 09/14/17 | 0.988 | 74,845,937 | ||||||||||||||
100,000,000 | U.S. Treasury Bill1,2 | 09/21/17 | 0.950 | 99,784,323 | ||||||||||||||
50,000,000 | U.S. Treasury Bill1,2 | 10/05/17 | 0.966 | 49,871,667 |
The accompanying notes are an integral part of these financial statements.
BBH U.S. GOVERNMENT MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2017
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||||||||
U.S. TREASURY BILLS (continued) | ||||||||||||||||||||
$ 30,000,000 | U.S. Treasury Bill1 | 10/19/17 | 0.998 | % | $ | 29,908,792 | ||||||||||||||
20,000,000 | U.S. Treasury Bill1 | 11/02/17 | 0.997 | 19,931,662 | ||||||||||||||||
25,000,000 | U.S. Treasury Bill1 | 11/09/17 | 1.035 | 24,906,299 | ||||||||||||||||
40,000,000 | U.S. Treasury Bill1 | 12/14/17 | 1.103 | 39,797,757 | ||||||||||||||||
Total U.S. Treasury Bills (Identified cost $1,073,426,765) | 1,073,426,765 | |||||||||||||||||||
REPURCHASE AGREEMENTS (11.5%) | ||||||||||||||||||||
55,000,000 | BNP Paribas (Agreement dated 06/30/17 collateralized by FHLMC 2.950%-6.000%, due 04/01/25-10/01/46, original par $12,718,593, value $2,391,540, FNMA 2.572%-4.000%, due 04/01/26-03/01/47, original par $52,670,578, value $12,671,740, GNMA 2.125%-4.500%, due 08/20/21-07/20/46, original par $520,276,571, value $39,695,403, U.S. Treasury Securities 1.500%-1.625%, due 12/31/18-05/15/20, original par $1,339,500, value $1,341,317) | 07/03/17 | 1.100 | 55,000,000 | ||||||||||||||||
65,000,000 | National Australia Bank, Ltd. (Agreement dated 06/30/17 collateralized by U.S. Treasury Note 2.000%, due 11/15/21, original par $65,600,000, value 66,300,000) | 07/03/17 | 1.050 | 65,000,000 |
The accompanying notes are an integral part of these financial statements.
financial statements june 30, 2017 | 7 |
BBH U.S. GOVERNMENT MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2017
Principal Amount | Maturity Date | Interest Rate | Value | |||||||||||||||
REPURCHASE AGREEMENTS (continued) | ||||||||||||||||||
$ 55,000,000 | Societe Generale (Agreement dated 06/30/17 collateralized by FHLMC 5.326%-5.966%, due 07/01/20-11/01/30, original par $193,584, value $801, FNMA 2.497%, due 05/01/18, original par $22,339, value $67, GNMA 2.250%-5.500%, due 12/20/27-06/20/47, original par $54,158,465, value $22,147,680, REFC 0.000%, due 01/15/21-01/15/28, original par $27,187,000, value $25,444,661, U.S. Treasury Securities 0.000%-2.750%, due 02/28/18-01/31/22, original par $7,515,700, value $8,506,791) | 07/03/17 | 1.120 | % | $ | 55,000,000 | ||||||||||||
Total Repurchase Agreements (Identified cost $175,000,000) | 175,000,000 | |||||||||||||||||
TOTAL INVESTMENTS (Identified cost $1,520,274,541)3 | 99.9 | % | $ | 1,520,274,541 | ||||||||||||||
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES | 0.1 | % | 1,219,767 | |||||||||||||||
NET ASSETS | 100.0 | % | $ | 1,521,494,308 |
1 | Coupon represents a yield to maturity. |
2 | Coupon represents a weighted average yield. |
3 | The aggregate cost for federal income tax purpose is $1,520,274,947, the aggregate gross unrealized appreciation is $0 and the aggregate gross unrealized depreciation is $406 resulting in net unrealized depreciation of $406. |
The accompanying notes are an integral part of these financial statements.
BBH U.S. GOVERNMENT MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2017
— | 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). |
The accompanying notes are an integral part of these financial statements.
financial statements june 30, 2017 | 9 |
BBH U.S. GOVERNMENT MONEY MARKET FUND
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2017
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 June 30, 2017 | ||||||||||||||
U.S. Government Agency Obligations | $ | – | $ | 271,847,776 | $ | – | $ | 271,847,776 | ||||||||||
U.S. Treasury Bills | – | 1,073,426,765 | – | 1,073,426,765 | ||||||||||||||
Repurchase Agreements | – | 175,000,000 | – | 175,000,000 | ||||||||||||||
Total Investment, at value | $ | – | $ | 1,520,274,541 | $ | – | $ | 1,520,274,541 |
* | 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 during the period ended June 30, 2017. |
The accompanying notes are an integral part of these financial statements.
BBH U.S. GOVERNMENT MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2017
ASSETS: | ||||||
Investments, at amortized cost with approximates fair value | $ | 1,345,274,541 | ||||
Repurchase agreements (Identified cost $175,000,000) | 175,000,000 | |||||
Cash | 1,713,937 | |||||
Receivables for: | ||||||
Interest | 5,288 | |||||
Prepaid assets | 29,033 | |||||
Total Assets | 1,522,022,799 | |||||
LIABILITIES: | ||||||
Payables for: | ||||||
Investment advisory and administrative fees | 319,083 | |||||
Professional fees | 55,401 | |||||
Custody and fund accounting fees | 50,608 | |||||
Dividends declared | 49,292 | |||||
Shareholder servicing fees | 8,361 | |||||
Distributor fees | 5,484 | |||||
Transfer agent fees | 4,089 | |||||
Board of Trustees’ fees | 300 | |||||
Accrued expenses and other liabilities | 35,873 | |||||
Total Liabilities | 528,491 | |||||
NET ASSETS | $ | 1,521,494,308 | ||||
Net Assets Consist of: | ||||||
Paid-in capital | $ | 1,521,494,332 | ||||
Distributions in excess of net investment income | (24 | ) | ||||
Net Assets | $ | 1,521,494,308 | ||||
NET ASSET VALUE AND OFFERING PRICE PER SHARE |
REGULAR SHARES | ||||||
($66,701,319 ÷ 66,705,526 shares outstanding) | $1.00 | |||||
INSTITUTIONAL SHARES | ||||||
($1,454,792,989 ÷ 1,454,794,824 shares outstanding) | $1.00 |
The accompanying notes are an integral part of these financial statements.
financial statements june 30, 2017 | 11 |
BBH U.S. GOVERNMENT MONEY MARKET FUND
STATEMENT OF OPERATIONS
For the year ended June 30, 2017
NET INVESTMENT INCOME: | ||||||
Income: | ||||||
Interest and other income | $ | 9,314,893 | ||||
Expenses: | ||||||
Investment advisory and administrative fees | 4,629,437 | |||||
Custody and fund accounting fees | 159,579 | |||||
Shareholder servicing fees | 98,409 | |||||
Professional fees | 58,116 | |||||
Board of Trustees’ fees | 51,715 | |||||
Distributor fees | 33,257 | |||||
Transfer agent fees | 21,987 | |||||
Miscellaneous expenses | 119,258 | |||||
Total Expenses | 5,171,758 | |||||
Expense offset arrangement | (66,016 | ) | ||||
Investment advisory and administrative fee/shareholder servicing fee waivers | (50,768 | ) | ||||
Net Expenses | 5,054,974 | |||||
Net Investment Income | 4,259,919 | |||||
NET REALIZED LOSS: | ||||||
Net realized loss on investments | (13,527 | ) | ||||
Net Increase in Net Assets Resulting from Operations | $ | 4,246,392 |
The accompanying notes are an integral part of these financial statements.
BBH U.S. GOVERNMENT MONEY MARKET FUND
STATEMENTS OF CHANGES IN NET ASSETS
For the years ended June 30, | ||||||||||
2017 | 2016 | |||||||||
INCREASE IN NET ASSETS: | ||||||||||
Operations: | ||||||||||
Net investment income | $ | 4,259,919 | $ | 431,980 | ||||||
Net realized gain (loss) on investments | (13,527 | ) | 34,951 | |||||||
Net increase in net assets resulting from operations | 4,246,392 | 466,931 | ||||||||
Distributions declared: | ||||||||||
From net investment income: | ||||||||||
Regular Shares | (37,884 | ) | (66,230 | ) | ||||||
Institutional Shares | (4,208,508 | ) | (400,701 | ) | ||||||
Total distributions declared | (4,246,392 | ) | (466,931 | ) | ||||||
From Fund Share (Principal) Transactions at Net Asset Value of $1.00 per share: | ||||||||||
Fund shares sold and fund shares issued in connection with reinvestments of dividends | 5,355,070,295 | 8,356,421,845 | ||||||||
Fund shares repurchased | (5,488,044,942 | ) | (8,266,399,633 | ) | ||||||
Net increase (decrease) in net assets resulting from fund share transactions | (132,974,647 | ) | 90,022,212 | |||||||
Total increase (decrease) in net assets | (132,974,647 | ) | 90,022,212 | |||||||
NET ASSETS: | ||||||||||
Beginning of year | 1,654,468,955 | 1,564,446,743 | ||||||||
End of year (including distributions in excess of net investment income of $24 and $861, respectively) | $ | 1,521,494,308 | $ | 1,654,468,955 |
The accompanying notes are an integral part of these financial statements.
financial statements june 30, 2017 | 13 |
BBH U.S. GOVERNMENT MONEY MARKET FUND
FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a Regular Share outstanding throughout each year.
For the years ended June 30, | ||||||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||||
Net asset value, beginning of year | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||||
Income from investment operations: | ||||||||||||||||||||||
Net investment income1,2 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||
Distributions to shareholders: | ||||||||||||||||||||||
From net investment income2 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||
From net realized gains | – | – | 0.00 | 2 | – | – | ||||||||||||||||
Total distributions2 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||
Net asset value, end of year | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||||
Total return | 0.08 | % | 0.01 | % | 0.01 | % | 0.01 | % | 0.01 | % | ||||||||||||
Ratios/Supplemental data: | ||||||||||||||||||||||
Net assets, end of year (in millions) | $ | 67 | $ | 49 | $ | 1,127 | $ | 1,151 | $ | 1,181 | ||||||||||||
Ratio of expenses to average net assets before reductions | 0.48 | % | 0.48 | % | 0.51 | % | 0.50 | % | 0.51 | % | ||||||||||||
Expense reimbursement3 | 0.10 | % | 0.38 | % | 0.44 | % | 0.43 | % | 0.38 | % | ||||||||||||
Expense offset arrangement4 | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||
Ratio of expenses to average net assets net of reductions | 0.38 | % | 0.10 | % | 0.07 | % | 0.07 | % | 0.13 | % | ||||||||||||
Ratio of net investment income to average net assets | 0.08 | % | 0.01 | % | 0.01 | % | 0.01 | % | 0.01 | % |
1 | Calculated using average shares outstanding for the year. |
2 | Less than $0.01 per share. |
3 | During the years ended June 30, 2017, 2016, 2015, 2014 and 2013, the investment advisory and administrative fee/shareholder servicing fee waivers, as a result of a minimum yield agreement, were $50,768, $2,511,954, $5,166,811, $5,511,949 and $4,803,182, respectively. |
4 | Less than 0.01%. |
The accompanying notes are an integral part of these financial statements.
BBH U.S. GOVERNMENT MONEY MARKET FUND
FINANCIAL HIGHLIGHTS (continued)
Selected per share data and ratios for an Institutional Share outstanding throughout each year.
For the years ended June 30, | ||||||||||||||||||||||
2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||||
Net asset value, beginning of year | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||||
Income from investment operations: | ||||||||||||||||||||||
Net investment income1,2 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||
Distributions to shareholders: | ||||||||||||||||||||||
From net investment income2 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||
From net realized gains | – | – | 0.00 | 2 | – | – | ||||||||||||||||
Total distributions2 | 0.00 | 0.00 | 0.00 | 0.00 | 0.00 | |||||||||||||||||
Net asset value, end of year | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | $ | 1.00 | ||||||||||||
Total return | 0.22 | % | 0.02 | % | 0.01 | % | 0.01 | % | 0.01 | % | ||||||||||||
Ratios/Supplemental data: | ||||||||||||||||||||||
Net assets, end of year (in millions) | $ | 1,455 | $ | 1,605 | $ | 438 | $ | 467 | $ | 532 | ||||||||||||
Ratio of expenses to average net assets before reductions | 0.24 | % | 0.25 | % | 0.26 | % | 0.26 | % | 0.26 | % | ||||||||||||
Expense reimbursement3 | – | 0.05 | % | 0.19 | % | 0.19 | % | 0.13 | % | |||||||||||||
Expense offset arrangement4 | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | 0.00 | % | ||||||||||||
Ratio of expenses to average net assets net of reductions | 0.24 | % | 0.20 | % | 0.07 | % | 0.07 | % | 0.13 | % | ||||||||||||
Ratio of net investment income to average net assets | 0.21 | % | 0.03 | % | 0.01 | % | 0.01 | % | 0.01 | % |
1 | Calculated using average shares outstanding for the year. |
2 | Less than $0.01 per share. |
3 | During the years ended June 30, 2017, 2016, 2015, 2014 and 2013, the investment advisory and administrative fee waivers, as a result of a minimum yield agreement, were $–, $573,823, $1,015,043, $1,046,949 and $666,139, respectively. |
4 | Less than 0.01%. |
The accompanying notes are an integral part of these financial statements.
financial statements june 30, 2017 | 15 |
BBH U.S. GOVERNMENT MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS
June 30, 2017
1. | Organization. The Fund is a separate series of BBH Trust (the “Trust”), which is registered under the 1940 Act, as an open-end management investment company. The Trust was originally organized as a Massachusetts business trust on June 7, 1983 and re-organized as a Delaware statutory trust on June 12, 2007. The Fund commenced operations on December 12, 1983. The Declaration of Trust permits the Board of Trustees of the Trust (the “Board”) to create an unlimited number of series, each of which may issue a separate class of shares. The Fund currently offers two classes of shares, Regular Shares and Institutional Shares. At June 30, 2017, 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 Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standard Codification Topic 946 Financial Services — Investment Companies. The following summarizes significant accounting policies of the Fund: |
A. | Valuation of Investments. The Fund values its investments at amortized cost, which approximates fair value. The amortized cost method values a security at its cost at the time of purchase and thereafter assumes a constant amortization to maturity of any discount or premium. The Fund’s use of amortized cost is in compliance with Rule 2a-7 of the 1940 Act. In the event that security valuations do not approximate fair value, securities may be valued as determined in accordance with procedures adopted by the Board. |
B. | Accounting for Investments and Income. Investment transactions are accounted for on the trade date. Realized gains and losses on investment transactions are determined based on the identified cost method. Interest income is accrued as earned and consists of interest accrued, accretion of discount on debt securities (including both original issue and market discount) and premium amortization on the investments of the Fund. |
C. | Fund Expenses. Most expenses of the Trust can be directly attributed to a specific fund. Expenses which cannot be directly attributed to a fund are 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. |
BBH U.S. GOVERNMENT MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2017
D. | Repurchase Agreements. The Fund may enter into repurchase agreements. Repurchase agreements are transactions in which the Fund buys a security from a dealer or bank and agrees to sell the security back at a mutually agreed upon time and price. The repurchase price normally is in excess of the purchase price, reflecting an agreed upon interest rate. The rate is effective for the period of time that assets of the Fund are invested in the agreement and is not related to the coupon rate on the underlying security. The Fund will enter into repurchase agreements only with banks and other recognized financial institutions, such as securities dealers, deemed creditworthy by the investment adviser. The Fund’s custodian or sub-custodian will take possession of the securities subject to repurchase agreements. The investment adviser, custodian or sub-custodian will monitor the marked-to-market value of the underlying collateral each day to ensure that the value of the security always equals or exceeds the repurchase price. |
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 |
financial statements june 30, 2017 | 17 |
BBH U.S. GOVERNMENT MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2017
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. |
F. | Dividends and Distributions to Shareholders. Dividends and distributions from net investment income to shareholders are declared daily and paid monthly to shareholders. Distributions from net capital gains, if any, are generally declared and paid annually and are recorded on the ex-dividend date. The Fund declared dividends in the amounts of $37,884 and $4,208,508 to Regular and Institutional shareholders, respectively, during the year ended June 30, 2017. |
Distributions paid from: | |||||||||||||||||||
Ordinary income | Net long-term capital gain | Total taxable distributions | Total distributions paid | ||||||||||||||||
2017: | $ | 4,246,392 | $ | – | $ | 4,246,392 | $ | 4,246,392 | |||||||||||
2016: | 466,931 | – | 466,931 | 466,931 |
BBH U.S. GOVERNMENT MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2017
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) | |||||||||||||||||||||||
2017: | $ | 62,795 | $ | – | $ | 62,795 | $ | (13,121 | ) | $ | (49,698 | ) | $ | – | $ | (24 | ) | ||||||||||||
2016: | 64,713 | – | 64,713 | – | (65,574 | ) | – | (861 | ) |
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. |
3. | Fees and Other Transactions with Affiliates. |
A. | Investment Advisory and Administrative Fees. Effective June 12, 2007, under a combined Investment Advisory and Administrative Services Agreement (“Agreement”) with the Trust, Brown Brothers Harriman & Co. (“BBH”) through a separately identifiable department (“SID” or “Investment Adviser”) provides investment advisory and portfolio management services to the Fund. BBH also provides administrative services to the Fund. The Fund pays a combined fee for investment advisory |
financial statements june 30, 2017 | 19 |
BBH U.S. GOVERNMENT MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2017
and administrative services calculated daily and incurred monthly at an annual rate equivalent to 0.25% on the first $1,000,000,000 of the Fund’s average daily net assets and 0.20% of the Fund’s average daily net assets in excess of $1,000,000,000. For the year ended June 30, 2017, the Fund incurred $4,629,437 for services under the Agreement. |
B. | Investment Advisory and Administrative Fee Waiver. Effective July 6, 2009, BBH voluntarily began to waive its Investment Advisory and Administrative Fee and credit daily to the Fund an amount which would maintain the minimum annualized yield of the Fund at 1 basis point (0.01%). The amount credited each day would be an offset to the daily accrual of the Investment Advisory and Administrative Fee. This is a voluntary waiver that can be changed at any time at the sole discretion of BBH. For the year ended June 30, 2017, BBH waived fees in the amount of $50,464 and $0 for Regular Shares and Institutional Shares, respectively. |
C. | Shareholder Servicing Fees. The Trust has a shareholder servicing agreement with BBH. BBH receives a fee from the Regular Shares of the Fund calculated daily and incurred monthly at an annual rate of 0.20% of the Regular Shares average daily net assets. For the year ended June 30, 2017, the Regular Shares of the Fund incurred $98,409 in shareholder servicing fees. |
D. | Shareholder Servicing Fee Waiver. Effective May 1, 2010, BBH voluntarily began to waive its Shareholder Servicing Fee for the Regular Shares only when the Investment Advisory and Administrative Fee waiver is not enough to maintain the minimum daily yield of the Fund at 1 basis point (0.01%). The amount credited each day would be an offset to the daily accrual of the Shareholder Servicing Fee. This is a voluntary waiver that can be changed at any time at the sole discretion of BBH. For the year ended June 30, 2017, BBH waived fees in the amount of $304. |
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% per annum of average daily net assets. For the year ended June 30, 2017, the Fund incurred $159,579 in custody and fund accounting fees. These fees for the Fund were reduced by $66,016 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. Overdraft fees are included in the “Miscellaneous expenses” in the Statement of Operations. Pursuant to their agreement, the Fund will pay the Federal Funds overnight investment rate on the day of the overdraft. The total interest incurred by the Fund for the year ended June 30, 2017 was $22,269. This amount is included in the ”Custody and fund accounting fees“ in the Statements of Operations. |
BBH U.S. GOVERNMENT MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2017
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 year ended June 30, 2017, the Fund incurred $51,715 in non-interested Trustee compensation and reimbursements. |
4. | Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of Regular Shares and Institutional Shares of beneficial interest, at no par value. Transactions in Regular Shares and Institutional Shares were as follows: |
For the year ended June 30, 2017 | For the year ended June 30, 2016 | |||||||||||||||
Shares | Dollars | Shares | Dollars | |||||||||||||
Regular Shares | ||||||||||||||||
Shares sold | 176,368,910 | $ | 176,368,910 | 3,008,915,920 | $ | 3,008,915,920 | ||||||||||
Shares issued in connection with reinvestments of dividends | 21,860 | 21,860 | 4,022 | 4,022 | ||||||||||||
Shares repurchased | (158,882,909 | ) | (158,882,909 | ) | (4,086,366,846 | ) | (4,086,366,846 | ) | ||||||||
Net increase (decrease) | 17,507,861 | $ | 17,507,861 | (1,077,446,904 | ) | $ | (1,077,446,904 | ) | ||||||||
Institutional Shares | ||||||||||||||||
Shares sold | 5,178,646,317 | $ | 5,178,646,317 | 5,347,489,506 | $ | 5,347,489,506 | ||||||||||
Shares issued in connection with reinvestments of dividends | 33,208 | 33,208 | 12,397 | 12,397 | ||||||||||||
Shares repurchased | (5,329,162,033 | ) | (5,329,162,033 | ) | (4,180,032,787 | ) | (4,180,032,787 | ) | ||||||||
Net increase (decrease) | (150,482,508 | ) | $ | (150,482,508 | ) | 1,167,469,116 | $ | 1,167,469,116 |
5. | Principal Risk Factors and Indemnifications. |
A. | Principal Risk Factors. Investing in the Fund may involve certain risks, as discussed in the Fund’s prospectus, including but not limited to, those described below: |
financial statements june 30, 2017 | 21 |
BBH U.S. GOVERNMENT MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2017
value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. Please refer to the Fund’s prospectus for a complete description of the principal risks of investing in the Fund.
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. |
BBH U.S. GOVERNMENT MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2017
6. | Money Market Reform. Money market funds were required to comply with SEC-adopted amendments to the governing rules for money market funds by October 14, 2016. Government money market funds, such as BBH U.S. Government Money Market Fund, were permitted to continue to transact fund shares at a NAV calculated using the amortized cost valuation method. The Fund’s Board of Trustees determined not to impose any liquidity-based redemption fees or redemption gates on the Fund as was permitted by the SEC amendments. As a government money market fund, the Fund must invest 99.5% or more of its total assets in cash, government securities, and/or repurchase agreements that are collateralized fully by cash or government securities. |
7. | Recent Pronouncements. In October 2016, the U.S. Securities and Exchange Commission adopted new rules and amended existing rules (together, “final rules”) intended to modernize the reporting and disclosure of information by registered investment companies. In part, the final rules amend Regulation S-X and require standardized, enhanced disclosure about derivatives in investment company financial statements, as well as other amendments. The compliance date for the amendments to Regulation S-X is August 1, 2017. Management evaluated the impact of the adoption of the amendments to Regulation S-X and has determined that the impact is immaterial to the Fund’s financial statements and related disclosures. |
8. | Subsequent Events. Management has evaluated events and transactions that have occurred since June 30, 2017 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 statements june 30, 2017 | 23 |
BBH U.S. GOVERNMENT MONEY MARKET FUND
DISCLOSURE OF FUND EXPENSES
June 30, 2017 (unaudited)
BBH U.S. GOVERNMENT MONEY MARKET FUND
DISCLOSURE OF FUND EXPENSES (continued)
June 30, 2017 (unaudited)
Beginning Account Value January 1, 2017 | Ending Account Value June 30, 2017 | Expenses Paid During Period January 1, 2017 to June 30, 20171 | ||||||||||||
Regular Shares | ||||||||||||||
Actual | $ | 1,000 | $ | 1,080 | $ | 2.42 | ||||||||
Hypothetical2 | $ | 1,000 | $ | 1,022 | $ | 2.36 |
Beginning Account Value January 1, 2017 | Ending Account Value June 30, 2017 | Expenses Paid During Period January 1, 2017 to June 30, 20171 | ||||||||||||
Institutional Shares | ||||||||||||||
Actual | $ | 1,000 | $ | 1,190 | $ | 1.30 | ||||||||
Hypothetical2 | $ | 1,000 | $ | 1,024 | $ | 1.20 |
1 | Expenses are equal to the Fund’s annualized net expense ratio of 0.47% and 0.24% for Regular and Institutional Shares, respectively, multiplied by 181/365 (to reflect the one half-year period). |
2 | Assumes a return of 5% before expenses. For the purpose of the calculation, the applicable annualized expense ratio for each class of shares is subtracted from the assumed return before expenses. |
financial statements june 30, 2017 | 25 |
BBH U.S. GOVERNMENT MONEY MARKET FUND
CONFLICTS OF INTEREST
June 30, 2017 (unaudited)
BBH U.S. GOVERNMENT MONEY MARKET FUND
CONFLICTS OF INTEREST (continued)
June 30, 2017 (unaudited)
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 statements june 30, 2017 | 27 |
BBH U.S. GOVERNMENT MONEY MARKET FUND
ADDITIONAL FEDERAL TAX INFORMATION
June 30, 2017 (unaudited)
TRUSTEES AND OFFICERS OF BBH U.S. GOVERNMENT MONEY MARKET FUND
(unaudited)
Name and Birth Year | | Position(s) Held with the Trust | | Term of Office and Length of Time Served# | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee^ | | Other Public Company or Investment Company Directorships held by Trustee During Past 5 Years |
Independent Trustees | ||||||||||
H. Whitney Wagner Born: 1956 | Chairman of the Board and Trustee | Chairman Since 2014; Trustee Since 2007 and 2006-2007 with the Predecessor Trust | President, Clear Brook Advisors, a registered investment advisor. | 6 | None. | |||||
Andrew S. Frazier Born: 1948 | Trustee | Since 2010 | Consultant to Western World Insurance Group, Inc. (“WWIG”) (January 2010 to January 2012). | 6 | Director of WWIG. | |||||
Mark M. Collins Born: 1956 | Trustee | Since 2011 | Partner of Brown Investment Advisory Incorporated, a registered investment advisor. | 6 | Chairman of Dillon Trust Company. | |||||
John M. Tesoro Born: 1952 | Trustee | Since 2014 | Partner, Certified Public Accountant, KPMG LLP (Retired in 2012). | 6 | Trustee, Bridge Builder Trust (8 funds) Director, Teton Advisors, Inc. (a registered investment adviser). |
financial statements june 30, 2017 | 29 |
TRUSTEES AND OFFICERS OF BBH U.S. GOVERNMENT MONEY MARKET FUND
(unaudited)
Name, Address and Birth Year | | Position(s) Held with the Trust | | Term of Office and Length of Time Served# | | Principal Occupation(s) During Past 5 Years | | Number of Portfolios in Fund Complex Overseen by Trustee^ | | Other Public Company or Investment Company Directorships held by Trustee During Past 5 Years |
Interested Trustees | ||||||||||
Susan C. Livingston+ 50 Post Office Square Boston, MA 02110 Born: 1957 | Trustee | Since 2011 | Partner (since 1998) and Senior Client Advocate (since 2010) for BBH&Co., Director of BBH Luxembourg S.C.A. (since 1992). | 6 | None. | |||||
John A. Gehret+ 140 Broadway New York, NY 10005 Born: 1959 | Trustee | Since 2011 | Limited Partner of BBH&Co. (2012-present); General Partner of BBH&Co. (1998 to 2011). Director of BBH Luxembourg S.C.A. (since 2012); Director of BBH Trust (Cayman) Company Ltd. (since 2012). | 6 | None. |
TRUSTEES AND OFFICERS OF BBH U.S. GOVERNMENT MONEY MARKET FUND
(unaudited)
Name, Address and Birth Year | | Position(s) Held with the Trust | | Term of Office and Length of Time Served# | | Principal Occupation(s) During Past 5 Years |
Officers | ||||||
Jean-Pierre Paquin 140 Broadway New York, NY 10005 Born: 1973 | President and Principal Executive Officer | Since 2016 | Partner of BBH&Co. since 2015; joined BBH&Co. in 1996. | |||
Daniel Greifenkamp 140 Broadway New York, NY 10005 Born: 1969 | Vice President | Since 2016 | Managing Director of BBH&Co. since 2014; joined BBH&Co. in 2011. | |||
Charles H. Schreiber 140 Broadway New York, NY 10005 Born: 1957 | Treasurer and Principal Financial Officer | Since 2007 2006 – 2007 with the Predecessor Trust | Senior Vice President of BBH&Co. since 2001; joined BBH&Co. in 1999. | |||
Paul F. Gallagher 140 Broadway New York, NY 10005 Born: 1959 | Chief Compliance Officer (“CCO”) | Since 2015 | Senior Vice President of BBH&Co. since September 2015; Executive Director, Counsel, Morgan Stanley Smith Barney LLC (2009 – September 2015). | |||
Keith M. Kelley 140 Broadway New York, NY 10005 Born: 1983 | Anti-Money Laundering Officer (“AMLO”) | Since 2016 | Vice President of BBH&Co. since February 2016; joined BBH&Co. in 2016; Director, Legal and Compliance, Morgan Stanley Smith Barney LLC (2014 – February 2016); Compliance Manager, State Street Corporation (2013 – 2014); Associate, J.P. Morgan Chase & Co. (2011 – 2013). |
financial statements june 30, 2017 | 31 |
TRUSTEES AND OFFICERS OF BBH U.S. GOVERNMENT MONEY MARKET FUND
(unaudited)
Name, Address and Birth Year | | Position(s) Held with the Trust | | Term of Office and Length of Time Served# | | Principal Occupation(s) During Past 5 Years |
Suzan Barron 50 Post Office Square Boston, MA 02110 Born: 1964 | Secretary | Since 2009 | Senior Vice President and Senior Investor Services Counsel, BBH&Co. since 2005. | |||
Rowena Rothman 140 Broadway New York, NY 10005 Born: 1967 | Assistant Treasurer | Since 2011 | Vice President of BBH&Co. since 2009. |
# | All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-laws). Mr. Wagner previously served on the Board of Trustees of the Predecessor Trust. |
+ | Ms. Livingston and Mr. Gehret are “interested persons” of the Trust as defined in the 1940 Act because of their position as Partner and Limited Partner of BBH&Co., respectively. |
ˆ | The Fund Complex consists of the Trust, which has six series, and each is counted as one “Portfolio” for purpose of this table. |
Administrator Brown Brothers Harriman & Co. 140 Broadway New York, NY 10005 Distributor ALPS Distributors, Inc. 1290 Broadway, Suite 1100 Denver, CO 80203 Shareholder Servicing Agent Brown Brothers Harriman & Co. 140 Broadway New York, NY 10005 1-800-575-1265 | Investment Adviser Brown Brothers Harriman Mutual Fund Advisory Department 140 Broadway New York, NY 10005 |
By telephone: | Call 1-800-575-1265 | |||
By E-mail send your request to: | bbhfunds@bbh.com | |||
On the internet: | www.bbhfunds.com |
![](https://capedge.com/proxy/N-CSR/0000891092-17-006501/bbh_bc.jpg)
Item 2. Code of Ethics.
As of the period ended June 30, 2017 (the “Reporting Period”), the Registrant has adopted a code of ethics (“Ethical Standards for Principal Executive and Principal Financial Officers”) that applies to the Registrant’s principal executive officer and principal financial officer, principal accounting officer or controller or persons performing similar functions. During the Reporting Period, there have been no changes to, amendments to or waivers from, any provision of the code of ethics. A copy of this code of ethics can be obtained upon request, free of charge, by calling (800) 575-1265. |
Item 3. Audit Committee Financial Expert.
The Board of Trustees of the Registrant has determined that Andrew S. Frazier, Mark M. Collins, and John M. Tesoro possess the attributes identified in Instruction (b) of Item 3 to Form N-CSR to each qualify as an “audit committee financial expert,” and has designated Andrew S. Frazier, Mark M. Collins and John M. Tesoro as the Registrant’s audit committee financial experts. Messrs. Andrew S. Frazier, Mark M. Collins and John M. Tesoro are “independent” Trustees pursuant to paragraph (a)(2) of Item 3 to Form N-CSR. |
Item 4. Principal Accountant Fees and Services.
(a) | Audit Fees The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $302,000 for 2017 and $241,450 for 2016.*
|
(b) | Audit Related Fees The aggregate fees billed in each of the last two fiscal years for assurance and related services rendered to the Registrant by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item were $0 for 2017 and $0 for 2016.
|
(c) | Tax Fees The aggregate fees billed in each of the last two fiscal years for professional services rendered to the Registrant by the principal accountant for tax compliance, tax advice and tax planning were $36,726 for 2017 and $17,400 for 2016.* These services consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local entity tax planning, advice and assistance regarding statutory, regulatory or administrative developments, and (iii) tax advice regarding tax qualification.
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(d) | All Other Fees The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item were $40,400 for 2017 and $56,400 for 2016.*
The other services provided to the Registrant consisted of examinations pursuant to Rule 17f-2 of the Investment Company Act of 1940, as amended and filings of Form N-17f-2 “Certificate of Accounting of Securities and Similar Investments in the Custody of Management Investment Companies” with the U.S. Securities and Exchange Commission.
|
(e)(1) | Pursuant to the Registrant’s Audit Committee Charter that has been adopted by the audit committee, the audit committee shall approve all audit and permissible non-audit services to be provided to the Registrant and all permissible non-audit services to be provided to its investment adviser or any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant if the engagement relates directly to the operations and financial reporting of the Registrant. The audit committee has delegated to its Chairman the approval of such services subject to reports to the full audit committee at its next subsequent meeting.
|
(e)(2) | The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, with respect to: Audit-Related Fees were 0%; Tax Fees were 0%; and Other Fees were 0%.
|
(f) | Not applicable.
|
(g) | The aggregate non-audit fees billed by the Registrant's accountant for services rendered to the Registrant, and rendered to the Registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant for each of the last two fiscal years of the Registrant were $1,662,335 for 2017 and $2,623,698 for 2016.
|
(h) | The Registrant’s audit committee has considered whether the provision of non-audit services that were rendered to the Registrant’s investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence. |
*Restated to reflect updated 2016 fees.
Item 5. Audit Committee of Listed Registrants.
(a) | Not applicable
|
Item 6. Investments.
(a) | This schedule is included as part of the report to shareholders filed under Item 1 of this Form N-CSR.
|
(b) | Not applicable. |
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
Not applicable. |
Item 8. Portfolio Managers of Closed-End Management Investment Companies.
Not applicable. |
Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.
Not applicable. |
Item 10. Submission of Matters to a Vote of Security Holders.
Not applicable. |
Item 11. Controls and Procedures.
(a) | The Registrant’s principal executive and financial officers have concluded that the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “1940 Act”)) are effective, as of a date within 90 days of the filing date of this Form N-CSR, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
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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 applicable.
|
(a)(2) | Certifications required by Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are filed as Exhibit 12(a)(2) to this Form N-CSR.
|
(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/ Jean-Pierre Paquin
Jean-Pierre Paquin
Title: President (Principal Executive Officer)
Date: September 7, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: (Signature and Title)
/s/ Jean-Pierre Paquin
Jean-Pierre Paquin
Title: President (Principal Executive Officer)
Date: September 7, 2017
By: (Signature and Title)
/s/ Charles H. Schreiber
Charles H. Schreiber
Title: Treasurer (Principal Financial Officer)
Date: September 7, 2017