Brown Advisory Funds NCSRS Certified semi-annual shareholder report (management investment company)

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: (811-22708)

Brown Advisory Funds
(Exact name of Registrant as specified in charter)

901 South Bond Street Suite 400

Baltimore, MD 21231
(Address of principal executive offices) (Zip code)

Paul J. Chew

Principal Executive Officer

Brown Advisory Funds

901 South Bond Street Suite 400

Baltimore, MD 21231
(Name and address of agent for service)

(410) 537-5400

Registrant's telephone number, including area code

Date of fiscal year end: June 30

Date of reporting period: December 31, 2019

Item 1. Reports to Stockholders.

SEMI-ANNUAL REPORT

December 31, 2019

Brown Advisory Growth Equity Fund

Brown Advisory Flexible Equity Fund

Brown Advisory Equity Income Fund

Brown Advisory Sustainable Growth Fund

Brown Advisory Mid-Cap Growth Fund

Brown Advisory Small-Cap Growth Fund

Brown Advisory Small-Cap Fundamental Value Fund

Brown Advisory Global Leaders Fund

Brown Advisory Intermediate Income Fund

Brown Advisory Total Return Fund

Brown Advisory Strategic Bond Fund

Brown Advisory Sustainable Bond Fund

Brown Advisory Maryland Bond Fund

Brown Advisory Tax-Exempt Bond Fund

Brown Advisory Tax-Exempt Sustainable Bond Fund

Brown Advisory Mortgage Securities Fund

Brown Advisory – WMC Strategic European Equity Fund

Brown Advisory Emerging Markets Select Fund

Brown Advisory – Beutel Goodman Large-Cap Value Fund

Beginning on January 1, 2021, as permitted by regulations adopted by the U.S. Securities and Exchange Commission, paper copies of the Fund's annual and semi-annual shareholder reports will no longer be sent by mail, unless you specifically request paper copies of the reports. Instead, the reports will be made available on the Fund’s website (www.brownadvisory.com/mf/how-to-invest), and you will be notified by mail each time a report is posted and provided with a website link to access the report.

If you already elected to receive shareholder reports electronically, you will not be affected by this change and you need not take any action. You may elect to receive shareholder reports and other communications from the Fund electronically anytime by contacting your financial intermediary (such as a broker-dealer or a bank) or, if you are a direct investor, by calling (800) 540-6807 or by enrolling at www.brownadvisory.com/mf.

You may elect to receive all future reports in paper free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you continue to receive paper copies of your shareholder reports. If you invest directly with the Fund, you can call (800) 540-6807 to let the Fund know you wish to continue receiving paper copies of your shareholder reports. Your election to receive reports in paper will apply to all Funds held in your account if you invest through your financial intermediary or all Funds held with the fund complex if you invest directly with the Funds.

TABLE OF CONTENTS

Brown Advisory Growth Equity Fund		1
Brown Advisory Flexible Equity Fund		4
Brown Advisory Equity Income Fund		7
Brown Advisory Sustainable Growth Fund		10
Brown Advisory Mid-Cap Growth Fund		13
Brown Advisory Small-Cap Growth Fund		16
Brown Advisory Small-Cap Fundamental Value Fund		21
Brown Advisory Global Leaders Fund		25
Brown Advisory Intermediate Income Fund		28
Brown Advisory Total Return Fund		33
Brown Advisory Strategic Bond Fund		40
Brown Advisory Sustainable Bond Fund		47
Brown Advisory Maryland Bond Fund		53
Brown Advisory Tax-Exempt Bond Fund		57
Brown Advisory Tax-Exempt Sustainable Bond Fund		63
Brown Advisory Mortgage Securities Fund		67
Brown Advisory – WMC Strategic European Equity Fund		76
Brown Advisory Emerging Markets Select Fund		80
Brown Advisory – Beutel Goodman Large-Cap Value Fund		83
Statements of Assets and Liabilities		86
Statements of Operations		91
Statements of Changes in Net Assets		96
Financial Highlights		106
Notes to Financial Statements		114
Additional Information		126

The views in the report contained herein were those of the Funds’ investment adviser, Brown Advisory LLC, or, for the sub-advised funds, of the respective sub-adviser, as of December 31, 2019 and may not reflect their views on the date this report is first published or anytime thereafter. This report may contain discussions about certain investments both held and not held in the portfolio as of December 31, 2019. All current and future holdings are subject to risk and are subject to change. While these views are intended to assist shareholders in understanding their investment in each Fund, they do not constitute investment advice, are not a guarantee of future performance and are not intended as an offer or solicitation with respect to the purchase or sale of any security. Performance figures include the reinvestment of dividend and capital gain distributions.

The Global Industry Classification Standard (GICS^®) was developed by and is the exclusive property of MSCI, Inc. and Standard & Poor’s Financial Services LLC (“S&P”). GICS^® is a service mark of MSCI, Inc. and S&P and has been licensed for use by the Administrator, U.S. Bancorp Fund Services, LLC.

GLOSSARY OF TERMS

Alpha refers to the abnormal rate of return on a security or portfolio in excess of what would be predicted by an equilibrium model like the capital asset pricing model (CAPM).

Bloomberg Barclays 1-10 Year Blended Municipal Bond Index is a market index of high quality, domestic fixed income securities with maturities of less than 10 years.

Bloomberg Barclays Intermediate US Aggregate Bond Index represents domestic taxable investment-grade bonds with index components for government and corporate securities, mortgage pass-through securities and asset-backed securities with average maturities and durations in the intermediate range. This index represents a sector of the Bloomberg Barclays US Aggregate Bond Index.

Bloomberg Barclays Mortgage Backed Securities Index is a market value-weighted index which covers the mortgage-backed securities component of the Bloomberg Barclays US Aggregate Bond Index. The index is composed of agency mortgage-backed passthrough securities of the Government National Mortgage Association (Ginnie Mae), the Federal National Mortgage Association (Fannie Mae), and the Federal Home Loan Mortgage Corporation (Freddie Mac) with a minimum $150 million par amount outstanding and a weighted-average maturity of at least 1 year. The index includes reinvestment of income.

Bloomberg Barclays US Aggregate Bond Index is a broad-based benchmark that measures the investment grade, US dollar-denominated, fixed-rate taxable bond market. The index includes Treasuries, government-related and corporate securities, MBS, ABS and CMBS.

Bloomberg Barclays US Corporate High Yield Index measures the US Dollar denominated, high-yield, fixed-rate corporate bond market.

Basis point(s) (bps) is a unit that is equal to 1/100th of 1%, and is used to denote the change in a financial instrument. The basis point is commonly used for calculating changes in interest rates, equity indexes and the yield of a fixed-income security. 1% is equal to 100 basis points.

Beta is a measure of the volatility, or systematic risk, of a security or a portfolio in comparison to the market as a whole.

Book value is the net asset value of a company, calculated by total assets minus intangible assets (patents, goodwill) and liabilities.

CAPEX, or capital expenditures, are funds used by a company to acquire or upgrade physical assets such as property, industrial buildings or equipment. It is often used to undertake new projects or investments by the firm. This type of outlay is also made by companies to maintain or increase the scope of their operations.

Cash flow measures the cash generating capability of a company by adding non-cash charges (e.g. depreciation) and interest expense to pretax income.

Correlation is a statistical measurement of how two securities move in relation to each other.

Dividend Yield is a financial ratio that shows how much a company pays out in dividends each year relative to its share price. In the absence of any capital gains, the dividend yield is the return on investment for a stock.

Downside Capture is a statistical measure of a fund’s performance in down markets. For example, a fund with downside capture of 90% would only have declined 90% as much as the related index during the same down market period.

Duration is a measure of the sensitivity of the price of a fixed-income investment to a change in interest rates. Duration is expressed as a number of years.

Earnings growth is a measure of growth in a company’s net income over a specific period, often one year. The term can apply to actual data from previous periods or estimated data for future periods.

Earnings per share (EPS) is calculated by taking the total earnings divided by the number of shares outstanding.

Earnings Yield is the earnings per share for the most recent 12-month period divided by the current market price per share. The earnings yield shows the percentage of each dollar invested in the stock that was earned by the company.

EBITDA is the Earnings Before Interest, Taxes, Depreciation and Amortization. An approximate measure of a company’s operating cash flow based on data from the company’s income statement.

Enterprise Value (EV) is a measure of a company’s value, often used as an alternative to straightforward market capitalization. Enterprise Value is calculated as market capitalization plus debt, minority interest and preferred shares, minus total cash and cash equivalents.

FTSE All-World Index is a market capitalization weighted index representing the performance of large and mid-capitalization stocks from the FTSE Global Equity Index Series.

FTSE Emerging Index is a market capitalization weighted index representing the performance of over 790 large and mid-capitalization companies in 22 emerging markets.

Forward price to earnings ratio uses forecasted earnings, rather than current earnings, to calculate the price to earnings ratio.

Free Cash Flow is the operating cash flows (net income plus amortization and depreciation) minus capital expenditures and dividends. Free cash flow is the amount of cash that a company has left over after it has paid all of its expenses, including investments.

Gross Domestic Product (GDP) is the monetary value of all the goods and services produced by an economy over a specified period. It includes consumption, government purchases, investments, and exports minus imports.

GLOSSARY OF TERMS

ICE BofAML 0-3 Month US Treasury Bill Index is a subset of the ICE BofAML US Treasury Bill Index and includes all securities with a remaining term to final maturity less than 3 months.

MSCI Emerging Markets Index is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global emerging markets.

MSCI Emerging Markets Small Cap Index is a free float-adjusted market capitalization index that is designed to measure small cap equity market performance in the global emerging markets.

MSCI Europe Index is an index that captures large and mid cap representation across 15 developed market countries in Europe.

Price to Book Value Ratio (P/B) is ratio used to compare a stock’s market value to its book value. It is calculated by dividing the current closing price of the stock by the latest quarter’s book value per share.

Price to earnings ratio (P/E) is a common tool for comparing the prices of different common stocks and is calculated by dividing the current market price of a stock by the earnings per share.

Return of Capital (ROC) is a return from an investment that is not considered income. The return of capital is when some or all of the money an investor has in an investment is paid back to him or her, thus decreasing the value of the investment.

Return on Capital Employed (ROCE) is a financial ratio that measures a company’s profitability and the efficiency with which its capital is employed. Return on Capital Employed (ROCE) is calculated as: ROCE = Earnings Before Interest and Tax (EBIT) / Capital Employed.

Return on Equity (ROE) is the amount of net income returned as a percentage of shareholders equity. Return on equity measures a corporation’s profitability by revealing how much profit a company generates with the money shareholders have invested.

Return on Invested Capital (ROIC) is a calculation used to assess a company’s efficiency at allocating the capital under its control to profitable investments. ROIC is typically calculated by taking a company’s net income, subtracting dividends the company paid out and dividing that amount by the company’s total capital.

Russell Midcap Growth Index measures the performance of the mid-capitalization growth sector of the U.S. equity market.

Russell 1000^® Growth Index measures the performance of the large-cap growth segment of the of the U.S. equity universe. It includes those Russell 1000^® companies with higher price to book value ratios and higher forecasted growth values.

Russell 1000^® Value Index measures the performance of the large-cap value segment of the U.S. equity universe. It includes those Russell 1000^® companies with lower price to book value ratios and lower expected growth values.

Russell 2000^® Growth Index measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000^® companies with higher price to book value ratios and higher forecasted growth values.

Russell 2000^® Index measures the performance of the 2,000 smallest companies in the Russell 3000^® Index.

Russell 2000^® Value Index measures the performance of the small-cap value segment of the U.S. equity universe. It includes those Russell 2000^® companies with lower price to book value ratios and lower forecasted growth values.

Russell 3000^® Index measures the performance of the 3,000 largest U.S. companies representing approximately 98% of the investable U.S. equity market.

S&P 500 Index (“S&P 500”) is a market-value weighted index representing the performance of 500 widely held, publicly traded large capitalization stocks.

Tangible Book Value (“TBV”) is a valuation ratio expressing the price of a security compared to its hard, or tangible, book value as reported in the company’s balance sheet. The tangible book value number is equal to the company’s total book value less the value of any intangible assets.

Tier 1 Capital Ratio is a comparison between a banking firm’s core equity capital and total risk-weighted assets. A firm’s core equity capital is known as its Tier 1 capital and is the measure of a bank’s financial strength based on the sum of its equity capital and disclosed reserves, and sometimes non-redeemable, non-cumulative preferred stock. A firm’s risk-weighted assets include all assets that the firm holds that are systematically weighted for credit risk. Central banks typically develop the weighting scale for different asset classes, such as cash and coins, which have zero risk, versus a letter or credit, which carries more risk.

Turnover refers to a fund buying or selling securities. (The fund “turns over” its portfolio.) A fund pays transaction costs, such as commissions, when it buys and sells securities. Additionally, a higher turnover rate may result in higher taxes when the fund shares are held in a taxable account.

Yield Curve is a line that plots the yields of securities having equal credit quality but different maturity dates.

Yield Spread is the difference between yields on differing securities, calculated by deducting the yield of one security from another.

The broad based market indexes referenced in the following management commentaries are considered representative of their indicated market, the indexes are unmanaged and do not reflect the deduction of fees, such as, investment management and fund accounting fees, or taxes associated with a mutual fund. Investors cannot invest directly in an index.

Brown Advisory Growth Equity Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory Growth Equity Fund – Investor Shares (the “Fund”) increased 11.18% in value. During the same period, the Russell 1000^® Growth Index (the “Index”), the Fund’s benchmark, increased 12.27%.

U.S. markets downplayed geopolitics and leaned towards optimism generating solid returns over the course of the last six months. Trade relations with China remain top of mind for investors, but historically low unemployment and a healthy U.S. consumer helped to offset these concerns. Despite trailing the benchmark over the last six months, the Fund delivered attractive absolute returns. There were no material fundamental issues with any of our holdings, and the underperformance was primarily attributable to some of our holdings taking a breather and not keeping pace with the benchmark. Forward price-to-earnings multiples for the broad market indices have expanded, as price appreciation was not matched with a corresponding increase in earnings expectations. The portfolio’s multiple expanded as well, but not nearly to the same extent as the benchmark, given that the portfolio has benefited from fundamental support in the form of increased earnings expectations.

The health care sector was the top contributor on a relative basis as both Dexcom and Edwards Lifesciences announced results that were materially ahead of expectations. These two companies are improving patient outcomes and pushing the overall health care cost curve lower at the same time. We view this as a win-win for patients and a system beleaguered by escalating costs.

The technology sector led the benchmark, contributing more than half of the Index return over the last six months. Our technology holdings generally performed well, gaining over 31% as a group. However mega-cap stocks, such as Apple, which as of year-end comprised 8.5% of the Index, drove a large percentage of the benchmark returns. The company does not meet the growth criteria for this strategy. Given its size, it created a material headwind, but not an insurmountable one. Microsoft, another mega-cap name, was a solid contributor to the portfolio, but was a drag on a relative basis, given its 7.8% benchmark weight. We maintain a 5% maximum position size limit, which can put the mega-cap names, even those that we quite like, at a structural underweight. We have no plans to relax the essential portfolio risk controls in order to match the benchmark weight for an individual stock. There are many other stocks in technology and otherwise that are making strong contributions to the portfolio’s performance. The fact that the portfolio kept up over the last six months and outperformed for the calendar year in a very narrow market environment reinforces our view that investors do not need to bear the excessive risk of an oversized position in a single business model in order generate attractive results.

We recently initiated positions in L3Harris and Illumina. A merger of equals between Harris and L3 spawned the sixth largest defense contractor. We believe this complementary merger should result in both cost and revenue synergies as the company scales up its product platforms in both defense and commercial end markets. The combined company offers leading-edge technology in electronic warfare, communication systems, space and avionics. Illumina is a leading company in the development and application of DNA sequencing for uses in medical research and clinical applications. We believe that the addressable market for genetic analysis is larger than the current revenue base, and that the adoption rate of gene sequencing should continue to rise. Individuals, medical professionals and government entities are just beginning to employ genetic research to predictive tests, disease treatment and population health projects. The stock pulled back as street expectations got a bit lofty, in our view, creating an opportunity to initiate our position.

We funded Illumina by selling our position in FleetCor.

Sincerely,

Kenneth M. Stuzin, CFA

Portfolio Manager

www.brownadvisory.com/mf

Brown Advisory Growth Equity Fund

A Message to Our Shareholders

December 31, 2019

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. Investments in medium capitalization companies generally carry greater risk than is customarily associated with larger companies for various reasons such as narrower markets, limited financial resources and less liquid stock. The value of the Fund’s investments in REITs may change in response to changes in the real estate market such as declines in the value of real estate, lack of available capital or financing opportunities, and increases in property taxes or operating costs. Investments in foreign securities entail certain risks not associated with investments in domestic securities, such as volatility of currency exchange rates, and in some cases, political and economic instability and relatively illiquid markets. These risks are greater for investments in emerging markets. The Fund may invest in ETFs, which may trade at a discount to the aggregate value of the underlying securities and although expense ratios for ETFs are generally low, frequent trading of ETFs by the Fund can generate brokerage expenses.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Growth Equity Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $

Common Stocks — 93.1%

Communication Services — 6.3%
		64,476	Alphabet, Inc. — Class C*		86,205,702
		722,381	Electronic Arts, Inc.*		77,663,181
					163,868,883
Consumer Discretionary — 11.3%
		251,883	Alibaba Group Holding, Ltd. ADR*		53,424,384
		58,179	Amazon.com, Inc.*		107,505,483
		32,000	Booking Holdings, Inc.*		65,719,360
		1,093,076	TJX Companies, Inc.		66,743,221
					293,392,448
Consumer Staples — 7.7%
		974,105	Brown-Forman Corp.		65,849,498
		187,882	Costco Wholesale Corp.		55,222,278
		384,636	Estee Lauder Companies, Inc.		79,442,719
					200,514,495
Health Care — 22.0%
		436,438	Danaher Corp.		66,984,504
		377,795	DexCom, Inc.*		82,638,878
		264,239	Edwards Lifesciences Corp.*		61,644,317
		192,877	Illumina, Inc.*		63,985,016
		145,427	Intuitive Surgical, Inc.*		85,969,171
		306,061	Thermo Fisher Scientific, Inc.		99,430,037
		846,738	Zoetis, Inc.		112,065,774
					572,717,697
Industrials — 12.1%
		668,513	BWX Technologies, Inc.		41,501,287
		276,121	Cintas Corp.		74,298,639
		934,329	Fortive Corp.		71,373,392
		202,151	L3Harris Technologies, Inc.		39,999,618
		246,180	Roper Technologies, Inc.		87,204,342
					314,377,278
Information Technology — 30.2%
		152,080	Adobe, Inc.*		50,157,505
		642,222	Amphenol Corp.		69,507,687
		486,340	Autodesk, Inc.*		89,223,936
		1,641,198	Genpact, Ltd.		69,209,320
		286,576	Intuit, Inc.		75,062,852
		751,213	Microsoft Corp.		118,466,290
		476,043	NXP Semiconductors NV		60,581,232
		712,215	PayPal Holdings, Inc.*		77,040,297
		413,468	salesforce.com, Inc.*		67,246,435
		570,459	Visa, Inc.		107,189,246
					783,684,800
Materials — 3.5%
		157,308	Sherwin-Williams Co.		91,795,511
Total Common Stocks (Cost $1,196,185,671)					2,420,351,112

Real Estate Investment Trusts — 3.7%
		406,973	SBA Communications Corp.		98,076,423
Total Real Estate Investment Trusts (Cost $40,487,549)					98,076,423

Short-Term Investments — 3.1%
Money Market Funds — 3.1%
		80,545,630	First American Government
			Obligations Fund — Class Z, 1.47%#		80,545,630
Total Short-Term Investments (Cost $80,545,630)					80,545,630
Total Investments — 99.9% (Cost $1,317,218,850)					2,598,973,165
Other Assets in Excess of Liabilities — 0.1%					1,543,434
NET ASSETS — 100.0%				$	2,600,516,599

ADR — American Depositary Receipt

*		Non-Income Producing
#		Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Information Technology	30.2	%
Health Care	22.0	%
Industrials	12.1	%
Consumer Discretionary	11.3	%
Consumer Staples	7.7	%
Communication Services	6.3	%
Real Estate Investment Trusts	3.7	%
Materials	3.5	%
Money Market Funds	3.1	%
Other Assets and Liabilities	0.1	%
	100.0	%

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

www.brownadvisory.com/mf

Brown Advisory Flexible Equity Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory Flexible Equity Fund – Investor Shares (the “Fund”) increased 13.86% in value. During the same period, the S&P 500^® Index (the “Index”), the Fund’s benchmark, increased 10.92%.

The U.S. equity markets for the full year returned an impressive 31.5% (as measured by the S&P 500 Index), its second-best year since the Great Recession. We believe that these gains are remarkable given that we are in the eleventh year of one of the longest bull markets in U.S. economic history. This is also in stark contrast to the skittish mood that prevailed in December 2018, when many equity investors were bailing and beginning to price in a recession. Market pundits worried about a host of issues—the length of economic expansion, trade tensions, slowing growth, a flattening yield curve, decline in oil prices and a federal budget impasse—which they believed would lead to a meaningful economic slowdown in the near term. However, as the year progressed, the U.S. economy continued to hum along in spite of the reality that many of these concerns remained. The U.S. economy has been bolstered by a strong consumer and a healthy job market. A significant data point was the nonfarm payroll employment figure, which rose by 266,000 in November. This number exceeded expectations, as job growth averaged 180,000 per month in 2019 before the November report. Any weakness in the overall economy (due to tepid business investments related to the worries associated with trade conflict and slower growth abroad) has been overcome by strong consumer spending. Consumer sentiment remains solid against the backdrop of a strong employment picture and a robust U.S. housing market.

The swift swings in market sentiment, such as the one we witnessed in the last thirteen months, naturally raise the question of the benefit of market timing. The idea of avoiding a market downturn similar to what we witnessed in the three weeks of December 2018, when markets corrected nearly 20% to enhance returns is very alluring. This is the case at least theoretically. In practice, however, it is very hard to execute upon because one has to be right twice: first, one needs to sell at the top, and then second, one needs to get back in at the bottom. Reentry, or getting back in, is just as important—equity markets generally tend to climb over time. The difficulty of trying to predict the top and the bottom is compounded by the fact that one has to not only correctly predict the level of the correction, but also gauge the duration of the lull. The eleven years after the financial crisis of 2009 should have taught us that predicting future economic slowdowns and impending recessions accurately is really hard, if not impossible, for most market participants. There have been plenty of alarm bells along the way—the Greek debt crisis, fears of food shortages and unusually high crop prices in the U.S., taper tantrums, high oil prices and its subsequent collapse, currency wars, negative yields and trade wars, to name a few. Yet the U.S. economy and the U.S. stock market have continued on an upward climb during this period. Relying on leading economic data (e.g., the shape of the yield curve and business and consumer confidence) to predict a future recession has not always been effective, as these measures have historically forecasted a recession incorrectly more times than they have correctly. We believe that sitting on cash and not participating in the equity markets can be detrimental to long-term returns. This is especially acute when the markets are in an upswing post a downturn, as a disproportionate percentage of market gains occur at the beginning of a market recovery. Several published academic research papers indicate that missing the ten best or even five best days of a market can cost investors dearly to the overall returns in their portfolio.

Market pullbacks are common, and they occur more frequently than investors realize. Over the last 40 years, the S&P 500 Index has seen a double-digit pullback within a year nearly half the time. However, the markets move generally higher over the longer term because of human and business progress that underlie the growth in profits and values of equity in companies. Predicting the next market move has never been our approach. We tend to be more cautious when the markets or individual stocks have strong upward moves, and we like to be buyers when we see sell-offs. We agree with Warren Buffett’s comment on timing the market: “I never have an opinion about the market because it wouldn’t be any good and it might interfere with the opinions we have that are good.”

The biggest contributors to returns in the six-month period were Apple Inc., a manufacturer of various personal digital, computing and communications devices, Edwards Lifesciences, a manufacturer and marketer of medical devices to treat late-stage cardiovascular disease, Bank of America Corp. and JP Morgan Chase & Co., banking and financial services companies and Microsoft Corp., a leading technology services and software business. All of the top contributors benefited from good business results and rising valuations.

The largest detractors to returns were PayPal Holdings, Inc., a digital payments company, Cimarex Energy Co., an independent oil and gas exploration and production company, DuPont de Nemours, Inc., a specialty chemicals and materials manufacturer, Amazon.com, Inc., a leading on-line retailer and provider of cloud services and Canadian National Railway, a North American railroad and transportation business. Noteworthy among the worst performers is Cimarex Energy. Cimarex continues to be challenged by lower crude oil prices, declining natural gas prices in the Permian and poor investor sentiment toward the sector. The

www.brownadvisory.com/mf

Brown Advisory Flexible Equity Fund

A Message to Our Shareholders

December 31, 2019

company is primarily an oil producer, but it also produces “associated” gas, a byproduct of the oil extraction. Revenue associated with its natural gas production has seen a bigger negative impact due to shortage of take away capacity in the region, pressuring earnings-per-share growth. A new pipeline scheduled to come online later this year should improve transportation challenges.

We added two new investments and eliminated four since our June 30, 2019 annual report to shareholders.

We initiated a new position in Agilent, a leading life science and tools company that has meaningful market share in cutting-edge technologies like chromatography (gas and liquid), mass spectrometry and oligo-nucleotides manufacturing. Agilent has transformed its business model to be more recurring revenue in nature by growing its consumable and services business. The stock trades at a modest premium to the market, which is deserved, in our view, because of its attractive organic growth profile and high return on capital characteristics.

New holding Hain Celestial owns and manages a portfolio of natural, organic and GMO-free brands, such as Celestial Seasonings teas and Terra Chips, which are positioned as healthier options. We believe these brands have been meaningfully undermanaged under the company’s prior team. With a new, properly incentivized management team in place, we believe that the turnaround plan has the potential to meaningfully increase the market value of Hain Celestial.

We eliminated Corteva, Dow and DuPont de Nemours. Over the past year, it became clear that our original investment thesis for value creation for the three DowDuPont companies was not realized, and we were unlikely to add capital to our small positions.

We eliminated Regions Financial. Our thesis about the company’s capital return to shareholders has been satisfied. We prefer to own the larger banks in the portfolio at this time.

The Flexible Equity team searches for investment bargains among long-term attractive businesses with shareholder-oriented managers—those with productive assets and productive managers. These businesses should have or develop competitive advantages that result in good business economics, managers who allocate capital well, capacity to adjust to changes in the world and the ability to grow business value over time. Bargains in these types of stocks can arise for various reasons but are often due to short-term investor perceptions, temporary business challenges that will improve, company or industry changes for the better, or as-yet-unrecognized potential for long-term growth and development. Despite the occasional investment that will go awry and stretches when the general stock market is unrewarding, we are optimistic about the long-term outlook for equities of good businesses purchased at reasonable prices and our ability to find them.

Sincerely,

Maneesh Bajaj, CFA

Portfolio Manager

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. The Fund may invest in securities of foreign issuers. Investments in such securities entail certain risks not associated with investments in domestic securities, such as volatility of currency exchange rates, and in some cases, political and economic instability and relatively illiquid markets. These risks are greater for investments in emerging markets. The value of the Fund’s investments in REITs may change in response to changes in the real estate market such as declines in the value of real estate, lack of available capital or financing opportunities, and increases in property taxes or operating costs. The Fund may invest in ETFs, which may trade at a discount to the aggregate value of the underlying securities and although expense ratios for ETFs are generally low, frequent trading of ETFs by the Fund can generate brokerage expenses. Investments in smaller and medium-sized companies generally carry greater risk than is customarily associated with larger companies for various reasons such as narrower markets, limited financial resources and less liquid stock. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer term debt securities. Investments in lower-rated and non-rated securities present a greater risk of loss to principal and interest than higher-rated securities.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Flexible Equity Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Common Stocks — 95.6%

Communication Services — 10.0%
		5,631	Alphabet, Inc. — Class A*		7,542,105
		13,279	Alphabet, Inc. — Class C*		17,754,289
		96,879	Facebook, Inc.*		19,884,415
		56,286	Walt Disney Co.		8,140,644
					53,321,453
Consumer Discretionary — 14.4%
		71,642	Alibaba Group Holding, Ltd. ADR*		15,195,268
		2,738	Amazon.com, Inc.*		5,059,386
		7,780	Booking Holdings, Inc.*		15,978,020
		188,048	CarMax, Inc.*		16,486,168
		160,819	Lowe’s Companies, Inc.		19,259,684
		78,573	TJX Companies, Inc.		4,797,667
					76,776,193
Consumer Staples — 4.4%
		271,744	Conagra Brands, Inc.		9,304,515
		166,280	Hain Celestial Group, Inc.*		4,315,797
		424,890	Nomad Foods, Ltd.*		9,504,789
					23,125,101
Energy — 4.0%
		86,970	Cimarex Energy Co.		4,565,055
		455,869	Kinder Morgan, Inc.		9,650,747
		216,445	Suncor Energy, Inc.		7,099,396
					21,315,198
Financials — 18.5%
		66,344	Ameriprise Financial, Inc.		11,051,583
		554,266	Bank of America Corp.		19,521,249
		95,549	Berkshire Hathaway, Inc.*		21,641,848
		251,068	Charles Schwab Corp.		11,940,794
		133,254	JPMorgan Chase & Co.		18,575,608
		238,772	KKR & Co., Inc.		6,964,979
		163,487	Wells Fargo & Co.		8,795,601
					98,491,662
Health Care — 10.0%
		50,447	Agilent Technologies, Inc.		4,303,634
		34,795	Anthem, Inc.		10,509,134
		73,808	Edwards Lifesciences Corp.*		17,218,668
		49,694	Merck & Co., Inc.		4,519,669
		57,128	UnitedHealth Group, Inc.		16,794,489
					53,345,594
Industrials — 7.8%
		66,395	Canadian National Railway Co.		6,005,428
		143,557	Delta Air Lines, Inc.		8,395,213
		27,966	General Dynamics Corp.		4,931,804
		133,073	Stericycle, Inc.*		8,491,388
		37,375	United Rentals, Inc.*		6,233,029
		50,024	United Technologies Corp.		7,491,594
					41,548,456
Information Technology — 26.5%
		47,688	Accenture PLC		10,041,662
		64,602	Apple, Inc.		18,970,377
		26,401	Broadcom, Inc.		8,343,244
		96,698	MasterCard, Inc.		28,873,056
		154,746	Microsoft Corp.		24,403,444
		95,998	PayPal Holdings, Inc.*		10,384,104
		113,509	Taiwan Semiconductor
			Manufacturing Co., Ltd. ADR		6,594,873
		176,411	Visa, Inc.		33,147,627
					140,758,387
Total Common Stocks (Cost $252,479,592)					508,682,044

Real Estate Investment Trusts — 2.5%
		38,728	Crown Castle International Corp.		5,505,185
		33,284	SBA Communications Corp.		8,021,111
Total Real Estate Investment Trusts (Cost $7,941,129)					13,526,296

Short-Term Investments — 1.9%

Money Market Funds — 1.9%
		9,996,515	First American Government
			Obligations Fund — Class Z, 1.47%#		9,996,515
Total Short-Term Investments (Cost $9,996,515)					9,996,515
Total Investments — 100.0% (Cost $270,417,236)					532,204,855
Other Assets in Excess of Liabilities — 0.0%					98,857
NET ASSETS — 100.0%				$	532,303,712

*		Non-Income Producing
ADR — American Depositary Receipt
#		Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Information Technology	26.5	%
Financials	18.5	%
Consumer Discretionary	14.4	%
Health Care	10.0	%
Communication Services	10.0	%
Industrials	7.8	%
Consumer Staples	4.4	%
Energy	4.0	%
Real Estate Investment Trusts	2.5	%
Money Market Funds	1.9	%
Other Assets and Liabilities	0.0	%
	100.0	%

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

www.brownadvisory.com/mf

Brown Advisory Equity Income Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory Equity Income Fund – Investor Shares (the “Fund”) increased 9.25% in value. During the same period, the S&P 500^® Index (the “Index”), the Fund’s benchmark, increased 10.92%.

The past six months was a period of strong, broad-based performance for U.S. stocks. Trade frictions between the U.S. and China persisted throughout the period, but those worries were largely offset in investors’ minds by continued economic growth and a favorable outlook for corporate earnings in the coming year. In all, ten of the Index’s eleven industry sectors rose during the period.

Consumer discretionary stocks performed the best on a relative basis for the Fund during the period. The Fund holds a diverse group of investments in the sector that encompasses a range of business models and brand names. Recently, long-time holding and apparel company V.F. Corp separated its slower-growing Lee and Wrangler jeans business into an independent entity called Kontoor Brands. Kontoor was a strong performer for the Fund during the period, and so was luxury retail holding Tiffany & Co. In November, Tiffany announced that it would be acquired by international rival LVMH Moet Hennessy – Louis Vuitton at an attractive price for shareholders.

The information technology sector was the best performing sector for the Index during the period. The Fund’s holdings in the sector generally performed well but failed to keep pace and detracted from relative performance. Among the Fund’s holdings, Microsoft rose as the software maker continued to benefit from strong demand from enterprise customers transitioning business functions and processes to cloud-based computing environments. Also, strong consumer demand for iPhones and related services drove Apple’s stock price to a new high during the period. On a less positive note, networking equipment provider Cisco Systems declined after forecasting slower order growth, due in part to Asian customer uncertainty in light of the ongoing trade tensions between the U.S. and China.

Similar to the information technology sector, financials also detracted from relative performance during the period. Large gains by bank holdings JPMorgan Chase and Bank of America were offset somewhat by a drop in the share price of insurance holding Erie Indemnity. Amid the continuation of low interest rates, JPMorgan Chase and Bank of America have been able to grow their respective market shares in a variety of business areas. In addition, both banks have returned more cash to shareholders through dividend increases. Unfortunately for Erie Indemnity, a softer market environment for auto insurance pricing caused its stock to decline sharply. The Fund trimmed its position in Erie slightly during the period.

There was one new addition to the Fund and two deletions during the period. New holding UnitedHealth Group is an industry-leading provider of health care services featuring strong competitive positioning, a proven management team, and a commitment to earnings and dividend growth. In contrast, a deteriorating fundamental picture prompted the elimination of Healthcare Services Group, which provides outsourced services to customers in the profitability-challenged nursing home industry. A small position in Corteva, a recent agricultural products spin-off from existing holding DuPont, was also eliminated. Due to difficult industry conditions, Corteva’s future earnings and dividend growth no longer look as favorable as it had prior to the separation from DuPont.

The Fund is committed to finding and acquiring durable, defensible businesses with meaningful future dividend growth potential at attractive valuations. Historically, the dual focus on valuation and fundamentals has enabled the Fund to offer a degree of downside protection during periods of general stock market weakness in contrast to the current environment of prolonged strength. Regardless of the near-term direction of the stock market, the longer-term goal of the Fund remains the same – namely, to build the best possible portfolio of high quality investments with better-than-benchmark yield and lower volatility, providing investors with a reliable stream of growing income over time.

Sincerely,

Brian Graney, CFA

Portfolio Manager

www.brownadvisory.com/mf

Brown Advisory Equity Income Fund

A Message to Our Shareholders

December 31, 2019

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. Investments in lower-rated and nonrated securities present a greater risk of loss to principal and interest than higher-rated securities. Investments in smaller and medium capitalization companies generally carry greater risk than is customarily associated with larger companies for various reasons such as narrower markets, limited financial resources and less liquid stock. The value of the Fund’s investments in REITs and Real Estate may change in response to changes in the real estate market such as declines in the value of real estate, lack of available capital or financing opportunities, and increases in property taxes or operating costs.

The Fund may invest in ETFs, which may trade at a discount to the aggregate value of the underlying securities and although expense ratios for ETFs are generally low, frequent trading of ETFs by the Fund can generate brokerage expenses. Investments in foreign securities entail certain risks not associated with investments in domestic securities, such as volatility of currency exchange rates, and in some cases, political and economic instability and relatively illiquid markets. Investing in Master Limited Partnerships (“MLPs”) entails risk related to fluctuations in energy prices, decreases in supply of or demand for energy commodities, unique tax consequences due to the partnership structure and various other risks. Private Placement issued securities are restricted securities that are not publicly traded. Delay or difficulty in selling such securities may result in a loss to the Fund.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Equity Income Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Common Stocks — 90.1%

Communication Services — 2.0%
		43,046	Comcast Corp.		1,935,779

Consumer Discretionary — 13.0%
		18,479	Best Buy Co., Inc.		1,622,456
		16,253	Hasbro, Inc.		1,716,479
		6,465	Home Depot, Inc.		1,411,827
		24,649	Kontoor Brands, Inc.		1,035,012
		12,816	Lowe’s Companies, Inc.		1,534,844
		12,783	McDonald’s Corp.		2,526,049
		9,689	Tiffany & Co.		1,294,935
		11,375	V.F. Corp.		1,133,633
					12,275,235
Consumer Staples — 7.3%
		22,456	Altria Group, Inc.		1,120,779
		43,979	Coca-Cola Co.		2,434,237
		16,155	Philip Morris International, Inc.		1,374,629
		34,928	Unilever NV ADR		2,006,963
					6,936,608
Energy — 5.3%
		102,525	Kinder Morgan, Inc.		2,170,454
		14,580	Occidental Petroleum Corp.		600,842
		68,398	Suncor Energy, Inc.		2,243,454
					5,014,750
Financials — 15.3%
		13,814	Ameriprise Financial, Inc.		2,301,136
		85,747	Bank of America Corp.		3,020,009
		20,299	Cincinnati Financial Corp.		2,134,440
		9,971	Erie Indemnity Co.		1,655,186
		24,420	JPMorgan Chase & Co.		3,404,148
		36,532	Wells Fargo & Co.		1,965,422
					14,480,341
Health Care — 15.4%
		12,554	AbbVie, Inc.		1,111,531
		11,719	Gilead Sciences, Inc.		761,501
		17,120	Johnson & Johnson		2,497,294
		21,032	Medtronic PLC		2,386,080
		42,506	Merck & Co., Inc.		3,865,921
		28,136	Novartis AG ADR		2,664,198
		4,188	UnitedHealth Group, Inc.		1,231,188
					14,517,713
Industrials — 4.1%
		7,202	General Dynamics Corp.		1,270,073
		17,611	United Technologies Corp.		2,637,423
					3,907,496
Information Technology — 23.9%
		11,692	Accenture PLC		2,461,984
		18,135	Apple, Inc.		5,325,343
		18,446	Automatic Data Processing, Inc.		3,145,043
		6,383	Broadcom, Inc.		2,017,156
		71,902	Cisco Systems, Inc.		3,448,420
		39,070	Microsoft Corp.		6,161,339
					22,559,285
Materials — 3.8%
		16,948	Dow, Inc.		927,564
		8,952	DuPont de Nemours, Inc.		574,718
		9,935	Linde PLC		2,115,162
					3,617,444
Total Common Stocks (Cost $44,387,210)					85,244,651

Real Estate Investment Trusts — 7.2%
		10,442	American Tower Corp.		2,399,780
		31,376	W.P. Carey, Inc.		2,511,335
		61,754	Weyerhaeuser Co.		1,864,971
Total Real Estate Investment Trusts (Cost $4,424,890)					6,776,086

Short-Term Investments — 2.6%

Money Market Funds — 2.6%
		2,435,398	First American Government
			Obligations Fund — Class Z, 1.47%#		2,435,398
Total Short-Term Investments (Cost $2,435,398)					2,435,398
Total Investments — 99.9% (Cost $51,247,498)					94,456,135
Other Assets in Excess of Liabilities — 0.1%					94,582
NET ASSETS — 100.0%				$	94,550,717

ADR — American Depositary Receipt
#		Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Information Technology	23.9	%
Health Care	15.4	%
Financials	15.3	%
Consumer Discretionary	13.0	%
Consumer Staples	7.3	%
Real Estate Investment Trusts	7.2	%
Energy	5.3	%
Industrials	4.1	%
Materials	3.8	%
Money Market Funds	2.6	%
Communication Services	2.0	%
Other Assets and Liabilities	0.1	%
	100.0	%

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

www.brownadvisory.com/mf

Brown Advisory Sustainable Growth Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory Sustainable Growth Fund – Institutional Shares (the “Fund”) increased 7.62% in value. During the same period, the Russell 1000^® Growth Index (the “Index”), the Fund’s benchmark, increased 12.27%.

The Fund’s underperformance during the period was almost entirely due to disappointing stock selection within health care, information technology and materials. Within health care and technology, we delivered positive performance but could not keep pace with that of the Index. In materials, our stocks declined during the period but this was due, in our opinion, to profit taking after strong performance earlier in the year. Overall, we underperformed in six of the ten economic sectors. The only bright spots were in communication services and real estate where our holdings outperformed but these positive factors were more than offset by relative weak performance in health care and technology.

As of the date of this writing, the market has responded favorably to a number of recent developments, including the decisive outcome in the British election, the announcement of a phase one trade deal between the U.S. and China, and the solid performance of the domestic economy. Central banks have kept monetary policy accommodative amid tepid inflation. While the macroeconomic environment remains fluid and is always uncertain, our focus remains unchanged. We seek to identify fundamentally superior companies that are using sustainability strategies to drive strong financial performance. We are in the eleventh year of a bull market and are careful to avoid chasing momentum-led stories.

Taking a closer look at the last six months, a number of our technology holdings performed well including Microsoft, Tyler Technologies and Monolithic Power. Microsoft consistently exceeded consensus estimates on both the top and bottom lines. The company’s public cloud business (Azure) performance was strong and, we believe, should be a key revenue driver for many years to come. Solid cost discipline led to impressive margin improvement. Tyler Technologies continues to perform well within the local government vertical. After a period of accelerated research and development investment, we believe spending should level out and margins should inflect positively going forward. Monolithic Power Systems continues to gain share in compute/storage, automotive and industrial-end markets given its advantage in energy efficiency and integration which results in a lower cost of ownership.

In terms of our largest detractors, Etsy, Mettler-Toledo and Illumina were our worst performers during the period. Etsy has made a number of changes to its platform in an attempt to generate more buyers to the site, including free shipping, advertising simplification and search optimization. Some of the changes have caused confusion for shippers and impacted growth in the short term. Short-term performance has suffered as a result of the changes. Over the long term, however, we believe these changes should enhance the platform and attract more buyers. Mettler-Toledo International posted better-than-expected EPS results and raised the lower end of its guidance range. Despite strong execution, the stock did not perform well during the period likely due to profit taking. Illumina posted disappointing quarterly results and lowered guidance for the year. Multiple population sequencing projects have been delayed and the company’s consumer genomics business has slowed much faster than expected. While the opportunity driven by population sequencing projects remains robust, timing remains difficult to predict.

We added three new names to the portfolio during the last six months including Bio-Rad Laboratories, Etsy, and Nike.

Bio-Rad is a globally diversified manufacturer of life science and clinical diagnostic instruments, consumables, software and services. The company has leadership positions in DNA and cell analysis, bio-chromatography, blood typing, quality control and consumables for infectious disease testing. We believe the company’s sustainable business advantage (“SBA”) advances the discovery process and improves health care. The company’s technology is used for early diagnosis of disease, notably in oncology, that can save lives and reduce health care costs. The company also provides products used in food and water safety testing, as well as quality control to improve laboratory performance in immunology, hematology and chemistry. We swapped out of Mettler-Toledo to make room for Bio-Rad, given Bio-Rad’s more attractive margin opportunity and lower valuation.

Nike is one of the world’s largest supplier of athletic shoes and apparel. We have owned the stock previously and believe this is a great time to own it again. For the first time in recent memory, the company should be able to grow revenue and margins simultaneously. Margin improvement should come from the increased shift to direct-to-consumer sales, cost reductions and pricing power. Revenue growth should come from product mix shift and share gains. While a new CEO will have to prove himself, and with room to improve on some ESG characteristics, we believe the company has evolved from approaching sustainability as a reputation management issue to embracing sustainability more broadly as a source of innovation and growth.

www.brownadvisory.com/mf

Brown Advisory Sustainable Growth Fund

A Message to Our Shareholders

December 31, 2019

We swapped out of Aptiv Technologies, another consumer discretionary name, to make room for Nike, given Nike’s superior business model and stronger cash generation. Due to timing, we were not able to complete all of the Aptiv sale before year end.

We established a new position in Etsy which is an e-commerce marketplace that specializes in connecting buyers with personalized, unique, handmade, and vintage items. The company has a strong business model with high gross margins, strong cash flow generation and low capital intensity. We believe the platform has a wide competitive moat given its differentiated two-sided marketplace. Etsy has taken a leadership position in environmental performance and gender diversity. It is the first global e-commerce company to offset 100% of the carbon emissions generated from shipments on its platform and is on track to reach its goal of powering global operations with 100% renewable electricity by 2020. Females represent a majority of the board of directors, executive team and leadership positions throughout the company.

As for deletions during the period, we eliminated J.B. Hunt and Mettler-Toledo. We sold J.B. Hunt and swapped the position into Etsy with confidence that this is an upgrade to the portfolio. We believe Etsy has a better business model and should grow at a faster rate than J.B Hunt. As previously mentioned, we sold Mettler-Toledo to make room for Bio-Rad for similar reasons.

We maintain a disciplined process of discerning high-quality names poised for steady success–even in uncertain operating environments. Sustainable growth requires management teams to be resilient against many challenges, including constraints on the natural environment and resources. Our deep sustainability research helps us identify the companies that have been making the right long-term investments, for many years now, toward their own long-term sustainability and growth.

We enter 2020 with considerable macroeconomic and political uncertainty, and we will maintain focus on our disciplined, repeatable formula for stock selection which we believe will enable us to provide attractive long-term returns.

Sincerely,

David Powell and Karina Funk

Portfolio Managers

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. The Fund’s investment focus on environmental factors could cause it to make or avoid investments that could result in the Fund underperforming similar funds that do not have an environmental focus. Investments in smaller and medium-sized capitalization companies generally carry greater risk than is customarily associated with larger companies for various reasons such as narrower markets, limited financial resources and less liquid stock. Investments in foreign securities entail certain risks not associated with investments in domestic securities, such as volatility of currency exchange rates, and in some cases, political and economic instability and relatively illiquid markets. These risks are greater for investments in emerging markets. The value of the Fund’s investments in REITS may change in response to changes in the real estate market such as declines in the value of real estate, lack of available capital or financing opportunities, and increases in property taxes or operating costs.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Sustainable Growth Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Common Stocks — 93.5%

Communication Services — 3.9%
		56,602	Alphabet, Inc. — Class A*		75,812,153

Consumer Discretionary — 14.6%
		41,707	Amazon.com, Inc.*		77,067,863
		189,694	Aptiv PLC		18,015,239
		590,847	Etsy, Inc.*		26,174,522
		186,688	Home Depot, Inc.		40,768,925
		306,843	Marriott International, Inc.		46,465,236
		210,728	NIKE, Inc.		21,348,854
		839,598	TJX Companies, Inc.		51,265,854
					281,106,493
Consumer Staples — 1.9%
		636,526	Unilever NV ADR		36,574,784
Health Care — 25.1%
		118,169	Bio-Rad Laboratories, Inc.*		43,726,075
		574,958	Danaher Corp.		88,244,554
		214,492	Edwards Lifesciences Corp.*		50,038,839
		165,834	IDEXX Laboratories, Inc.*		43,304,232
		160,869	Illumina, Inc.*		53,366,682
		234,353	Thermo Fisher Scientific, Inc.		76,134,259
		276,059	UnitedHealth Group, Inc.		81,155,825
		316,277	West Pharmaceutical Services, Inc.		47,545,921
					483,516,387
Industrials — 8.7%
		648,938	Fortive Corp.		49,572,374
		310,815	Nordson Corp.		50,613,114
		459,768	Verisk Analytics, Inc.		68,661,753
					168,847,241
Information Technology — 34.4%
		177,751	Adobe, Inc.*		58,624,057
		357,487	Analog Devices, Inc.		42,483,755
		354,011	Aspen Technology, Inc.*		42,810,550
		330,676	Autodesk, Inc.*		60,665,819
		284,004	Intuit, Inc.		74,389,168
		1,634,014	Marvell Technology Group, Ltd.		43,399,412
		628,581	Microsoft Corp.		99,127,224
		280,032	Monolithic Power Systems, Inc.		49,851,297
		315,780	salesforce.com, Inc.*		51,358,459
		185,695	Tyler Technologies, Inc.*		55,712,214
		457,286	Visa, Inc.		85,924,039
					664,345,994
Materials — 4.9%
		597,798	Ball Corp.		38,659,597
		293,437	Ecolab, Inc.		56,630,406
					95,290,003
Total Common Stocks (Cost $1,342,591,921)					1,805,493,055

Real Estate Investment Trusts — 4.6%
		384,795	American Tower Corp.		88,433,587
Total Real Estate Investment Trusts (Cost $58,394,877)					88,433,587

Short-Term Investments — 1.9%

Money Market Funds — 1.9%
		36,749,054	First American Government
			Obligations Fund — Class Z, 1.47%#		36,749,054
Total Short-Term Investments (Cost $36,749,054)					36,749,054
Total Investments — 100.0% (Cost $1,437,735,852)					1,930,675,696
Liabilities in Excess of Other Assets — (0.0)%					(247,465	)
NET ASSETS — 100.0%				$	1,930,428,231

*		Non-Income Producing
ADR — American Depositary Receipt
#		Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Information Technology	34.4	%
Health Care	25.1	%
Consumer Discretionary	14.6	%
Industrials	8.7	%
Materials	4.9	%
Real Estate Investment Trusts	4.6	%
Communication Services	3.9	%
Money Market Funds	1.9	%
Consumer Staples	1.9	%
Other Assets and Liabilities	(0.0	)%
	100.0	%

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

www.brownadvisory.com/mf

Brown Advisory Mid-Cap Growth Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory Mid-Cap Growth Fund – Investor Shares (the “Fund”) increased 5.15% in value. During the same period, the Russell Midcap Growth Index (the “Index”), the Fund’s benchmark, increased 7.45%.

The Fund seeks to produce attractive risk-adjusted returns over a full market cycle by owning companies that could grow their enterprise value significantly (or “compound”) over time. We strive to mitigate risk through deep due diligence, a valuation sensitivity, and by employing a structured sell discipline. We define a firm’s potential to “compound” with a set of traits we call the “3Gs”—durable Growth, sound Governance, and scalable Go-to-Market strategies. This philosophy typically leads us to own higher-quality, less-cyclical businesses.

In the second half of 2019, the U.S. trade dispute with China seemed to thaw. Subsequently, anecdotes of stabilization in the few industries that had been weak, such as electronics, semiconductors, and autos, surfaced. This nudged investors towards more economically-sensitive businesses in the technology and industrials sectors. The Fund is currently underweight the information technology sector, specifically due to an underweight to the top-performing “electronics” sub-sector, which includes semiconductor companies as well as their associated capital equipment vendors. In addition, while the Fund is overweight industrials, we believe our holdings exhibit less cyclicality than those in our benchmark. Thus, our approach likely faced a headwind during this short six-month period. That being said, stock selection best describes our relative performance over the long run and it best explains the Fund’s results in the second half of 2019.

The Fund’s performance lagged during the period mostly due to returns in the information technology sector. That shortfall related more to our underweight to the semiconductor capital equipment industry, rather than to any issues with individual holdings. Etsy’s 28% drawdown in the second half best explains the Fund’s lag in the consumer discretionary sector during the period. Etsy’s share price suffered after the company’s free shipping initiative and a new advertising platform temporarily impacted growth and margins. We believe the issues should prove transitory and we added to the position on weakness. The Fund’s performance trailed its benchmark in the materials sector due to Ball Corp’s 7% decline during the period. After strong year-to-date gains, Ball’s stock price pulled back when investor expectations for near-term growth were tamed by the company’s ability to increase capacity. Ball remains a top-five position.

Ironically, our largest second-half detractor is categorized in the sector where the Fund posted its best relative performance during the period—health care. Covetrus, an animal health technology and services company, was forced to lower its cash-flow guidance for 2019 multiple times due to a slowing end market and a rapidly shifting competitive environment. This increased the company’s leverage profile beyond our comfort zone; we sold the position at a loss. Fortunately, other health care holdings, such as Dexcom and Edwards Lifesciences, continued to post solid results. Their gains more than offset losses from Covetrus during the period.

Despite the ebullient market, we found several opportunities to build positions in “3G” companies at reasonable prices throughout the year, including four new additions to the Fund in the second half of the year. We bought shares of pesticide-maker FMC in the third quarter. We believe its business is undergoing a transformation that is not yet fully appreciated by the market. Specifically, we think assets acquired from DuPont are growing in excess of both legacy FMC’s portfolio and the market thanks to secular trends in insecticides (a move away from chemicals that harm pollinators) and merger synergies. We also think those products carry higher gross margins and can lift the corporate total when short-term macroeconomic issues wane. We started a position in Bruker Corp, a diversified science tools company with leading market share in 70% of its products. The company is in the midst of multiple product cycles that should help lift organic growth into the mid-single-digits more consistently. We rebuilt a position in HealthEquity, a leader in the HSA industry, in the fourth quarter. We sold the stock in 2018 due to valuation. It subsequently pulled back to a more palatable level and purchased its competitor WageWorks. Finally, we participated in the Datadog IPO and currently hold a small position. The company monitors cloud-scale application performance and is growing rapidly.

We exited eight positions during the period. Pfizer closed its purchase of Array BioPharma in the third quarter. We sold our small position in Tradeweb due to valuation. We exited our positions in J.B. Hunt and Henry Schein to fund other opportunities. We eliminated our positions in Six Flags, Calavo Growers, FarFetch, and Covetrus due to thesis violations.

We continue to see signs of a stable domestic economy with equity valuations stretched in certain areas (such as technology) due to the market’s run in 2019, but not to extremes. Regardless, we do not believe that the portfolio expresses a major bet for or

www.brownadvisory.com/mf

Brown Advisory Mid-Cap Growth Fund

A Message to Our Shareholders

December 31, 2019

against the domestic economic cycle. Moreover, we are comfortable with the positioning of the Fund relative to the Russell Midcap Growth Index due to our philosophy, approach, and valuation sensitivity.

As always, we remain committed to seeking attractive risk-adjusted returns over a full market cycle by owning a diversified portfolio of companies, each of which we believe could one day grow much larger. We thank you for your support and interest and look forward to updating you in more detail in our next letter.

Sincerely,

George Sakellaris

Portfolio Manager

Past performance is not a guarantee of future results.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Mid-Cap Growth Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Common Stocks — 93.0%

Communication Services — 6.8%
		15,300	Electronic Arts, Inc.*		1,644,903
		6,893	Liberty Broadband Corp.*		858,592
		11,591	Match Group, Inc.*		951,737
		35,762	Pinterest, Inc.*		666,604
					4,121,836
Consumer Discretionary — 14.6%
		13,445	Aptiv PLC		1,276,872
		6,615	Bright Horizons Family Solutions, Inc.*		994,168
		3,276	CarMax, Inc.*		287,207
		11,374	Dollar Tree, Inc.*		1,069,725
		17,185	Etsy, Inc.*		761,296
		9,365	Marriott International, Inc.		1,418,142
		41,356	National Vision Holdings, Inc.*		1,341,174
		9,674	Ross Stores, Inc.		1,126,247
		15,176	Trip.com Group, Ltd. ADR*		509,003
					8,783,834
Consumer Staples — 1.2%
		6,985	Brown-Forman Corp.		472,186
		3,338	Church & Dwight Co., Inc.		234,795
					706,981
Financials — 2.2%
		24,263	KKR & Co., Inc.		707,752
		11,931	Webster Financial Corp.		636,638
					1,344,390
Health Care — 15.8%
		6,955	Biohaven Pharmaceutical Holding Co., Ltd.*		378,630
		2,596	Blueprint Medicines Corp.*		207,966
		6,367	Bruker Corp.		324,526
		21,111	Catalent, Inc.*		1,188,549
		5,595	Charles River Laboratories International, Inc.*		854,692
		3,338	Cooper Companies, Inc.		1,072,466
		4,018	DexCom, Inc.*		878,897
		4,884	Edwards Lifesciences Corp.*		1,139,388
		2,967	Global Blood Therapeutics, Inc.*		235,847
		6,213	HealthEquity, Inc.*		460,197
		14,929	Integra LifeSciences Holdings Corp.*		870,062
		3,400	Neurocrine Biosciences, Inc.*		365,466
		4,111	Teleflex, Inc.		1,547,546
					9,524,232
Industrials — 20.6%
		6,553	Allegion PLC		816,111
		16,536	BWX Technologies, Inc.		1,026,555
		3,771	Cintas Corp.		1,014,701
		5,193	HEICO Corp.		592,781
		6,645	Hexcel Corp.		487,145
		28,436	IAA, Inc.*		1,338,198
		4,049	IDEX Corp.		696,428
		43,983	KAR Auction Services, Inc.		958,390
		15,362	SiteOne Landscape Supply, Inc.*		1,392,565
		12,333	TransUnion		1,055,828
		20,894	Waste Connections, Inc.		1,896,966
		9,551	Woodward, Inc.		1,131,220
					12,406,888
Information Technology — 25.9%
		6,553	Amphenol Corp.		709,231
		4,296	Aspen Technology, Inc.*		519,515
		7,140	Autodesk, Inc.*		1,309,904
		4,698	Black Knight, Inc.*		302,927
		11,745	Booz Allen Hamilton Holding Corp.		835,422
		6,058	Broadridge Financial Solutions, Inc.		748,405
		3,329	Datadog, Inc.*		125,770
		1,669	Fair Isaac Corp.*		625,341
		38,853	Genpact, Ltd.		1,638,431
		22,131	GoDaddy, Inc.*		1,503,137
		7,016	Guidewire Software, Inc.*		770,146
		4,204	Intuit, Inc.		1,101,154
		3,740	Jack Henry & Associates, Inc.		544,806
		2,689	Littelfuse, Inc.		514,406
		43,798	Marvell Technology Group, Ltd.		1,163,275
		29,673	Mimecast, Ltd.*		1,287,215
		7,913	NXP Semiconductors NV		1,007,008
		1,453	ServiceNow, Inc.*		410,211
		2,380	WEX, Inc.*		498,515
					15,614,819
Materials — 5.9%
		28,436	Ball Corp.		1,838,956
		4,853	Ecolab, Inc.		936,581
		8,160	FMC Corp.		814,531
					3,590,068
Total Common Stocks (Cost $45,815,376)					56,093,048

Real Estate Investment Trusts — 2.2%
	5,687	SBA Communications Corp.		1,370,510
Total Real Estate Investment Trusts (Cost $1,048,258)				1,370,510

Short-Term Investments — 4.4%

Money Market Funds — 4.4%
	2,638,632	First American Government
		Obligations Fund — Class Z, 1.47%#		2,638,632
Total Short-Term Investments (Cost $2,638,632)				2,638,632
Total Investments — 99.6% (Cost $49,502,266)				60,102,190
Other Assets in Excess of Liabilities — 0.4%				219,673
NET ASSETS — 100.0%			$	60,321,863

*		Non-Income Producing
ADR — American Depositary Receipt
#		Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Information Technology	25.9	%
Industrials	20.6	%
Health Care	15.8	%
Consumer Discretionary	14.6	%
Communication Services	6.8	%
Materials	5.9	%
Money Market Funds	4.4	%
Real Estate Investment Trusts	2.2	%
Financials	2.2	%
Consumer Staples	1.2	%
Other Assets and Liabilities	0.4	%
	100.0	%

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

www.brownadvisory.com/mf

Brown Advisory Small-Cap Growth Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory Small-Cap Growth Fund – Institutional Shares (the “Fund”) increased 1.95% in value. During the same period, the Russell 2000^® Growth Index (the “Index”), the Fund’s benchmark, increased 6.75%.

The fact that the Fund lagged the benchmark was not surprising due to the fact that market leadership shifted to very small-cap cyclicals and biotechnology issues as time wore on. These are areas where the portfolio has carried a philosophical underweight under present portfolio management since inception. Furthermore, the issue was likely exacerbated by the Fund’s historical bout of outperformance in the first six months of calendar 2019 – a pullback in relative results was probable as a number of our holdings were due to consolidate their gains at some point. In sum, while this six-month period was disappointing, full year calendar 2019 was a successful year of balanced, bottom-up stock selection by our analytical team.

Let’s review the results of the period in slightly more detail. While we opened the first two months of the period with strong relative gains as the market declined, we gave back all of the relative progress and then some in the first part of September as a pro-cyclical rally in lower-quality, micro-cap, value-oriented stocks drove the smaller-cap indices higher. Our lack of exposure to these names left our portfolio treading water comparatively. In fact, it was an utter reversal of fortune as the best-performing stocks of the first half of the calendar year became the worst performers and the worst-performing stocks became the best performers for several trading sessions. While the popular press described the period as a momentum meltdown, we felt there was also a healthy dose of “defensive downdraft” as well. We were likely harmed more by the latter than the former.

The second half of the six month period was an extremely narrow market. In fact, within the Index, it was the narrowest quarter in small-cap growth history, as only two industry groups outperformed—biopharma and health care equipment/services. Interestingly, it was the most speculative of these names that outperformed, rising in the neighborhood of 30% – 50% during the quarter. The catalysts for this performance were likely the merger and acquisition activity that took place within the health care sector and the sizable growth in the Federal Reserve’s balance sheet, which has certainly provided a boost historically. To put an even finer point on the fourth quarter of 2019, here are a few fun facts:

	•	Every sector in the Index posted negative relative returns, except health care
	•	Lowest return on equity quintile outperformed meaningfully (+11% - 12% above the benchmark return)
	•	Non-earners outperformed strongly (+10% above the benchmark return)

This change in market leadership led most small-cap core and growth managers to underperform during the period after doing reasonably well during the first half of 2019. It also cemented growth handily, beating value for the third straight year. And, finally, it has created a small-cap market where lower quality issues have become, according to Jefferies SMID strategist Steven DeSanctis, “…-off the charts expensive.”

It is certainly true that the leadership during the period was the critical factor in our relative results. There are stock specific stories to tell. In a period where we needed to be near perfect with our stock selection, we missed the mark. As previously mentioned, we had a few large positions that experienced large moves early in 2019 cool off in the latter half of the year. Unfortunately, we also had two holdings experience operational setbacks. 2U Inc., a small, multiyear consumer services holding, saw the final stages of what had been a successful investment end in disappointment as the company was forced to take down its revenue growth targets amid online enrollment pressures from some of its traditional university customers. Management missteps and the erosion in certain of our targeted key metrics forced us to exit the position. Covetrus, a recent spin-off combination of Henry Schein’s animal health business and an innovative software platform called Vets First Choice, was also a meaningful negative contributor during the period. Despite a compelling long-term rationale for combining the companies, recent “end market softness” led to a downward revision of the cash flow generation of its legacy Henry Schein business, causing net debt-to-EBITDA ratios to rise to unhealthy levels. Investors have thus been forced to underweight a fundamentally different risk profile than a couple quarters ago.

As we assess the changed investment landscape from start to finish last year, we certainly acknowledge that, while the rationale for some of our positioning seemed quite sound, the results were different than anticipated. Our underweight to “cyclicals”–both classic industrials and semiconductors–ended up detracting from portfolio results. We believe we did an effective job of identifying investment candidates that fit our philosophy but held off on pulling the trigger on several ideas because we simply felt that estimates were way too high, making the probability of meaningful price appreciation low. Well, regardless of what the likelihood was, the

www.brownadvisory.com/mf

Brown Advisory Small-Cap Growth Fund

A Message to Our Shareholders

December 31, 2019

stocks moved appreciably higher despite our fundamental assumptions being largely correct. Given the divergent moves in earnings compared to prices, investors were more willing to look through the valley to a potential sizable recovery in the first half of 2020 due to a cooling of global trade tensions, the finalization of channel inventory de-stocking and the lagged impact of lower rates.

Looking prospectively, given the price movements in industrial cyclicals, semiconductors, biotechnology and, frankly, software, we are largely content with our present positioning. We obviously appreciate the secular growth opportunities tucked within the categories mentioned, but now feels like a moment to be selective. This is reinforced by the fact that the majority of our peers are massively overweight technology–many funds substitute technology beta for a lack of biotechnology–and we feel as though this could present a problem if the area’s relative strength ever breaks down. More broadly, we are placing a heavy emphasis on quality; we are focusing on business, balance sheet and earnings because of the aforementioned issues surrounding the lower-quality portion of the benchmark.

Since stock selection has driven the portfolio performance over the long-term and, given the relatively concentrated nature of the portfolio, it is always instructive and illustrative to examine the top and bottom contributors during the last twelve months as a window into the nature of the broader, diversified portfolio.

Our top contributor during the six month period was SiteOne Landscape Supply (SITE). The company reported strong third quarter results on better-than-expected organic sales growth, continued accretive mergers and acquisitions, and improving profitability. The next contributor to performance was Hain Celestial Group (HAIN), a relatively new position in the Fund. The company remains on track with its turnaround efforts as the company works to simplify the business by eliminating unprofitable SKUs and focusing on higher margin and faster growing segments of the business. TopBuild (BLD) shares rose following solid earnings results, coupled with a decline in mortgage rates, which buoyed sentiment for housing-related stocks. GCI Liberty (GCI) benefited from solid quarterly results from GCI and Charter. We believe the company should benefit over the long term from meaningful free cash flow generation. Ares (ARES) rose as the company continues to see strong fund raising momentum as well as the potential for additional margin expansion.

On the other side of the ledger, the largest detractors were collectively much smaller portfolio weights and were not tied together by any one theme or industry dynamic. Covetrus (CVET) mentioned earlier in this letter was the largest detractor for the period. Workiva (WK) reported solid financial results during the period, but ill-timed secondary and convertible offerings pressured the stock. Etsy (ETSY) shares fell post third-quarter 2019 earnings as the company’s efforts to institute free shipping and a new ad platform temporarily negatively impacted gross merchandise sales growth and margins. We believe these are the right long-term strategic moves and believe the present issues will likely prove transient. Nesco (NSCO) declined more meaningfully than anticipated following a tempering of 2019 growth expectations. The company’s relatively small market capitalization and low liquidity are likely having an impact in the short term. And finally, 2U Inc., a business we have owned for many years, was a drag on performance. In the middle of 2018, we cut our position size materially due to excessive valuation. Last quarter, the company disclosed a slowdown in the growth of its graduate programs due to the stagnation/decline of enrollments in several large programs for a variety of reasons. This quarter, we found out that the issues in the graduate business are more widespread than previously thought, and the short course business is now performing below expectations. We eliminated our position.

In conclusion, we remain confident that our historical pattern of results, keeping up in robust times through stock selection and mitigating downside risk through portfolio construction, will remain intact over the long-term due to the excellent effort put in by our analytical team. As we move into 2020, we carry with us the investment lessons of the past and hope to leverage them to execute at an even higher level in the future.

The complexity of the investment landscape today is as high as it ever has been, and we strive to meet the challenges ahead by continuing to drive strong team productivity and creativity in finding compelling opportunities for the next three to five years. We are committed to achieving attractive risk-adjusted returns over a full market cycle by owning a diversified portfolio of companies that we believe could one day grow much larger.

We look forward to updating you as time progresses and thank you for your interest and support.

Sincerely,

Christopher A. Berrier

Portfolio Manager

www.brownadvisory.com/mf

Brown Advisory Small-Cap Growth Fund

A Message to Our Shareholders

December 31, 2019

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. Investments in smaller companies generally carry greater risk than is customarily associated with larger companies for various reasons such as narrower markets, limited financial resources and less liquid stock. The value of the Fund’s investments in REITs may change in response to changes in the real estate market such as declines in the value of real estate, lack of available capital or financing opportunities, and increases in property taxes or operating costs. The Fund may invest in ETFs, which may trade at a discount to the aggregate value of the underlying securities and although expense ratios for ETFs are generally low, frequent trading of ETFs by the Fund can generate brokerage expenses. Earnings growth is not representative of the fund’s future performance. Diversification does not assure a profit, nor does it protect against a loss in a declining market. Investments in foreign securities entail certain risks not associated with investments in domestic securities, such as volatility of currency exchange rates, and in some cases, political and economic instability and relatively illiquid markets. These risks are greater for investments in emerging markets. Privately Placement issued securities are restricted securities that are not publicly traded. Delay or difficulty in selling such securities may result in a loss to the Fund.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Small-Cap Growth Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Common Stocks — 91.4%

Communication Services — 4.9%
		559,240	GCI Liberty, Inc.*		39,622,154
		5,352,862	Zynga Inc.*		32,759,515
					72,381,669
Consumer Discretionary — 18.1%
		338,190	Bright Horizons Family Solutions, Inc.*		50,826,575
		509,311	Carrols Restaurant Group, Inc.*		3,590,643
		615,732	Chegg, Inc.*		23,342,400
		340,167	Choice Hotels International, Inc.		35,183,473
		697,579	Clarus Corp.		9,459,171
		524,989	Despegar.com Corp.*		7,076,852
		473,919	Etsy, Inc.*		20,994,612
		242,878	Habit Restaurants, Inc.*		2,533,217
		636,230	Hudson, Ltd.*		9,759,768
		575,484	Lindblad Expeditions Holdings, Inc.*		9,409,163
		985,280	MakeMyTrip, Ltd.*		22,562,912
		968,809	National Vision Holdings, Inc.*		31,418,476
		438,789	Stitch Fix, Inc.*		11,259,326
		276,009	TopBuild Corp.*		28,451,008
					265,867,596
Consumer Staples — 3.5%
		122,462	Casey’s General Stores, Inc.		19,470,233
		1,251,208	Hain Celestial Group, Inc.*		32,475,104
					51,945,337
Energy — 0.8%
		370,032	Cactus, Inc.		12,699,498

Financials — 5.1%
		580,636	Ares Management Corp.		20,722,899
		166,462	Hamilton Lane, Inc.		9,921,135
		319,677	Prosperity Bancshares, Inc.		22,981,580
		389,681	Webster Financial Corp.		20,793,378
					74,418,992
Health Care — 16.7%
		142,097	Acceleron Pharma, Inc.*		7,533,983
		215,393	Biohaven Pharmaceutical Holding Co., Ltd.*		11,725,995
		127,965	Blueprint Medicines Corp.*		10,251,276
		498,216	Catalent, Inc.*		28,049,561
		287,017	Charles River Laboratories International, Inc.*		43,844,717
		253,239	Coherus BioSciences, Inc.*		4,559,568
		107,598	Establishment Labs Holdings, Inc.*		2,976,161
		173,124	Global Blood Therapeutics, Inc.*		13,761,627
		204,345	HealthEquity, Inc.*		15,135,834
		83,031	Henry Schein, Inc.*		5,539,828
		533,222	Integra LifeSciences Holdings Corp.*		31,076,178
		237,320	Iovance Biotherapeutics, Inc.*		6,569,018
		203,042	Kura Oncology, Inc.*		2,791,827
		812,131	NeoGenomics, Inc.*		23,754,832
		173,891	Neurocrine Biosciences, Inc.*		18,691,544
		70,290	OrthoPediatrics Corp.*		3,302,927
		332,250	Phreesia, Inc.*		8,851,140
		152,178	Tabula Rasa HealthCare, Inc.*		7,408,025
					245,824,041
Industrials — 19.0%
		451,229	BWX Technologies, Inc.		28,012,296
		105,947	ESCO Technologies, Inc.		9,800,097
		114,510	HEICO Corp.		13,071,317
		297,270	Hexcel Corp.		21,792,864
		705,071	IAA, Inc.*		33,180,641
		85,319	IDEX Corp.		14,674,868
		165,880	John Bean Technologies Corp.		18,688,041
		200,638	Knight-Swift Transportation Holdings, Inc.		7,190,866
		96,589	Mercury Systems, Inc.*		6,675,266
		112,603	MSA Safety, Inc.		14,228,515
		1,096,573	Nesco Holdings, Inc.*		4,506,915
		362,956	SiteOne Landscape Supply, Inc.*		32,901,961
		564,858	Waste Connections, Inc.		51,283,458
		189,510	Woodward, Inc.		22,445,564
					278,452,669
Information Technology — 23.3%
		57,520	AppFolio, Inc.*		6,324,324
		148,758	Aspen Technology, Inc.*		17,989,305
		75,318	Blackbaud, Inc.		5,995,313
		394,474	BlackLine, Inc.*		20,339,079
		61,304	Broadridge Financial Solutions, Inc.		7,573,496
		602,018	Dynatrace, Inc.*		15,231,055
		1,240,438	EVO Payments, Inc.*		32,759,968
		33,754	Fair Isaac Corp.*		12,646,949
		1,217,788	Genpact, Ltd.		51,354,120
		184,899	Guidewire Software, Inc.*		20,296,363
		90,721	Littelfuse, Inc.		17,354,927	��
		290,691	Marvell Technology Group, Ltd.		7,720,753
		74,892	MAXIMUS, Inc.		5,571,216
		752,823	Mimecast, Ltd.*		32,657,462
		262,855	PROS Holdings, Inc.*		15,750,272
		106,125	WEX, Inc.*		22,228,943
		709,525	Workiva, Inc.*		29,835,526
		1,431,076	Zuora, Inc.*		20,507,319
					342,136,390
Total Common Stocks (Cost $992,688,933)					1,343,726,192

Private Placements — 0.2%
		19,200	Greenspring Global Partners IV-B, L.P.*^†		2,148,432
		91,769	Greenspring Global Partners V-B, L.P.*~†		131,692
Total Private Placements (Cost $–)					2,280,124

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

www.brownadvisory.com/mf

Brown Advisory Small-Cap Growth Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Short-Term Investments — 8.2%

Money Market Funds — 8.2%
		120,794,573	First American Government
			Obligations Fund — Class Z, 1.47%#		120,794,573
Total Short-Term Investments (Cost $120,794,573)					120,794,573
Total Investments — 99.8% (Cost $1,113,483,506)					1,466,800,889
Other Assets in Excess of Liabilities — 0.2%					2,334,578
NET ASSETS — 100.0%				$	1,469,135,467

*		Non-Income Producing
^		Security is exempt from registration under Regulation D of the Securities Act of 1933. Security was acquired from February 2008 to April 2018 as part of a $2,000,000 capital commitment. As of the date of this report, $1,920,000 of the capital commitment has been fulfilled by the Fund.
~		Security is exempt from registration under Regulation D of the Securities Act of 1933. Security was acquired from October 2012 to August 2018 as part of a $100,000 capital commitment. As of the date of this report, $91,000 of the capital commitment has been fulfilled by the Fund.
†		These securities are being fair valued, using significant unobservable inputs (Level 3), under the supervision of the Board of Trustees. Further, they may not be sold by the Fund. Total unfunded capital commitments related to these holdings are immaterial and total $89,000, or 0.0% of the Fund’s net assets as of the date of this report.
#		Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Information Technology	23.3	%
Industrials	19.0	%
Consumer Discretionary	18.1	%
Health Care	16.7	%
Money Market Funds	8.2	%
Financials	5.1	%
Communication Services	4.9	%
Consumer Staples	3.5	%
Energy	0.8	%
Private Placements	0.2	%
Other Assets and Liabilities	0.2	%
	100.0	%

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

www.brownadvisory.com/mf

Brown Advisory Small-Cap Fundamental Value Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory Small-Cap Fundamental Value Fund – Investor Shares (the “Fund”) increased 8.31% in value. During the same period, the Russell 2000^® Value Index (the “Index”), the Fund’s benchmark, increased 7.87%.

The equity markets were strong during the fourth quarter, capping off an impressive 2019. An about-face by the Federal Reserve, coupled with optimism surrounding economic conditions, offset broader concerns about the trade war, geopolitical events and more troubling flat to declining earnings. This was a year that no one expected. Growth returns continued to outpace value, and despite a late in the year rally, large outperformed small. Despite challenging earnings results for 2019, the rally was marked by broad-based multiple expansion. Valuations in the small-value space have expanded but continue to trade at noteworthy discounts to small growth as well as large-cap companies.

The Fund posted a solid six months both on an absolute and relative basis to the Index. Our positive relative returns for the period were driven primarily during the turbulent third quarter (the only negative quarter during year for our Index) and offset partially during the fourth quarter.

For the six-months ending on December 31, 2019, the Fund outpaced its benchmark from strong performance in consumer staples (+21%), information technology (+20%), communication services (+16%) and real estate (+15%). Detractors during the period included utilities (-1.8%), energy (-1.7%) and materials (-1.2%).

During the six-month period, our top five contributors were all up 24% or more. Assurant, our top contributor for the period, benefited from a sizable acquisition it closed last year. Essential Properties continued to deploy its equity capital in attractive investments, while Murphy USA was boosted by solid operating margins and a consistent and meaningful buyback. Cabot Microelectronics, another contributor saw its share price rise as the company continues to execute on the integration of its acquisition of KMG from the fall of 2018. KMG has outperformed expectations since the acquisition, and Cabot has rapidly paid down debt post the deal. Finally, while the company’s core semiconductor materials business has not been growing, there is increasing optimism that trends are bottoming and performance should improve into 2020. McGrath RentCorp rose on the continued strong momentum in education, test and measurement end markets.

MRC Global was the largest detractor during the period, as supply concerns and weakness in underlying commodity prices resulted in many of its core oil and gas customers cutting spending for the back half of 2019. Due to this weaker outlook, MRC was forced to lower its third quarter 2019 guidance in early September, just five weeks after its second quarter 2019 call. Extended Stay’s share price fell as the company’s third-quarter results were modestly below expectations, and the announced conclusion of their strategic review—without a sale or separation of the company—weighed on the stock. Core-Mark reported a solid third quarter, beating consensus numbers; however, management maintained guidance, surprising investors and sending its share price down. Albany was a detractor during the period as investor concerns over further grounding of the Boeing 737 MAX outweighed strong operational results in the third quarter and an increase in 2019 EBITDA guidance. While the timing of the 737 MAX is very hard to predict, near-term expectations have been lowered meaningfully over the last few months, and Albany International’s falling capex needs should drive strong free cash flow (FCF) growth in 2020. Designer Brands was impacted by tariff and trade tensions.

The only announced acquisition for the year was Continental Building Products, which is being sold in a cash transaction to Saint-Gobain, a European building products conglomerate. Also within our materials investments, Eagle Materials has announced that it is spinning off its wallboard division and separating it from its cement aggregates businesses. We expect both of these actions to occur during the middle of 2020.

The Fund added 16 new companies during the course of the year. Sizable additions included: Cardtronics, UMB Financial, Cabot Microelectronics and Kontoor Brands.

Cardtronics (CATM) operates a network of 295,000 ATMs worldwide, with 75,000 owned by the company and 220,000 managed for financial institutions and retailers. Driven by $1 billion+ deployed for acquisitions and expanding worldwide, the company grew its topline at a double-digit CAGR in the past decade amidst the secular headwind of cash-to-card conversion at the point of sale. We like the value proposition CATM brings to its partners. By joining CATM’s Allpoint network, banks can optimize branches while giving customers more convenience to withdraw cash, and retail partners can drive more traffic to their stores and see an increase in average customer spend.

www.brownadvisory.com/mf

Brown Advisory Small-Cap Fundamental Value Fund

A Message to Our Shareholders

December 31, 2019

UMB Financial Corporation presents the opportunity to buy into a conservatively run bank for 1.4x tangible book value, a discount to peers. This is a company that performed well on credit during the crisis and has been known as a disciplined underwriter. Recent losses in the factoring portfolio have caused the stock to underperform the larger Index, despite what we viewed as an appropriate and quick resolution to the underwriting issues. Additionally, the bank has one of the most attractive fee income streams in the industry, with the highest ratio of fee income to revenue at approximately 40%, led by a corporate trust and securities processing business that also complements the bank’s strong deposit franchise by onboarding high-quality, low-cost deposits.

PC Connection (CNXN) is a national provider of IT solutions, helping customers design, enable, manage, and service their IT environments. The company provides computer systems, data center solutions, networking communications, software, and security that they purchase from leading manufacturers, distributors and other suppliers. Like many other distributors, CNXN’s business model is light from a traditional capex perspective and the company has generated positive free cash flow in every year of its public existence.

Kontoor Brands is the former jeans business of VF Corporation that was spun out in May 2019. The business comprises two denim brands, Wrangler and Lee. Under VFC, the jeans business had historically been a strong free cash flow-generating business; however, the brands were underinvested, as VFC’s management used the free cash flow to invest in the company’s faster-growing brands. As an independent company, we see an opportunity for a focused management team to invest back into the brands, and return Wrangler and Lee to sustainable topline growth. Additionally, management has laid out multiple pathways to expand margins as the company laps temporary industry headwinds, grows in margin accretive channels and implements operational improvements.

During the six-month period, there were ten deletions from the Fund’s portfolio. A few were sold due to capital allocation and cash flow concerns, others to fund new positions with more conviction.

Multiple expansion and valuations combined with increasing levels of corporate debt make for a risky investment climate. As we enter 2020, we are mindful of the duration of the current economic recovery, as we continue to make investments using our cash flow based philosophy and methodical and deliberate process investment.

Sincerely,

J. David Schuster

Portfolio Manager

Past performance is not a guarantee of future results.

Investments in smaller companies generally carry greater risk than is customarily associated with larger companies for various reasons such as narrower markets, limited financial resources and less liquid stock. The value of the Fund’s investments in REITs may change in response to changes in the real estate market such as declines in the value of real estate, lack of available capital or financing opportunities, and increases in property taxes or operating costs. The Fund may invest in ETFs, which may trade at a discount to the aggregate value of the underlying securities and although expense ratios for ETFs are generally low, frequent trading of ETFs by the Fund can generate brokerage expenses. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. Investments in foreign securities entail certain risks not associated with investments in domestic securities, such as volatility of currency exchange rates, and in some cases, political and economic instability and relatively illiquid markets. These risks are greater for investments in emerging markets. The risks of investments in derivatives, including options, futures contracts and options on futures contracts include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the derivative transactions may not be liquid. Private Placement issued securities are restricted securities that are not publicly traded. Delay or difficulty in selling such securities may result in a loss to the Fund. Earnings growth is not a measure of the Fund’s future performance.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Small-Cap Fundamental Value Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Common Stocks — 87.4%

Communication Services — 5.4%
		348,109	GCI Liberty, Inc.*		24,663,523
		247,413	Nexstar Media Group, Inc.		29,009,174
					53,672,697
Consumer Discretionary — 15.3%
		426,312	Century Casinos, Inc.*		3,376,391
		576,662	Core-Mark Holding Co., Inc.		15,679,440
		130,454	Culp, Inc.		1,776,783
		642,236	Denny’s Corp.*		12,767,652
		815,252	Designer Brands, Inc.		12,832,066
		310,737	Dick’s Sporting Goods, Inc.		15,378,374
		1,800,752	Extended Stay America, Inc.		26,759,175
		881,344	Hudson, Ltd.*		13,519,817
		420,429	Kontoor Brands, Inc.		17,653,814
		138,323	Murphy USA, Inc.*		16,183,791
		907,989	Regis Corp.*		16,225,763
					152,153,066
Consumer Staples — 1.4%
		216,270	Spectrum Brands Holdings, Inc.		13,903,998

Energy — 1.5%
		178,553	Natural Gas Services Group, Inc.*		2,189,060
		119,381	REX American Resources Corp.*		9,784,467
		187,085	Solaris Oilfield Infrastructure, Inc.		2,619,190
					14,592,717
Financials — 26.3%
		110,038	Alerus Financial Corp.		2,514,368
		416,277	Ameris Bancorp		17,708,423
		160,702	Assurant, Inc.		21,064,818
		317,658	Central Pacific Financial Corp.		9,396,324
		234,956	Howard Bancorp, Inc.*		3,966,057
		142,783	National Bank Holdings Corp.		5,028,817
		790,112	National General Holdings Corp.		17,461,475
		619,398	OceanFirst Financial Corp.		15,819,425
		584,449	Pacific Premier Bancorp, Inc.		19,055,960
		252,604	Peapack Gladstone Financial Corp.		7,805,464
		128,032	Primerica, Inc.		16,715,858
		372,331	Renasant Corp.		13,187,964
		670,957	TriState Capital Holdings, Inc.*		17,525,397
		361,604	Triumph Bancorp, Inc.*		13,748,184
		241,531	UMB Financial Corp.		16,578,688
		297,131	Veritex Holdings, Inc.		8,655,426
		207,965	Virtus Investment Partners, Inc.		25,313,500
		585,569	Waddell & Reed Financial, Inc.		9,790,714
		453,302	Washington Federal, Inc.		16,613,518
		105,540	WesBanco, Inc.		3,988,357
					261,938,737
Health Care — 3.7%
		269,905	Magellan Health, Inc.*		21,120,066
		271,635	Providence Service Corp.*		16,075,360
					37,195,426
Industrials — 19.6%
		349,839	Albany International Corp.		26,559,777
		283,400	Continental Building Products, Inc.*		10,324,262
		195,162	CRA International, Inc.		10,630,474
		367,486	Deluxe Corp.		18,344,901
		409,702	Federal Signal Corp.		13,212,890
		202,775	Kadant, Inc.		21,360,319
		512,128	KAR Auction Services, Inc.		11,159,269
		213,502	Lydall, Inc.*		4,381,061
		283,774	McGrath RentCorp		21,720,062
		1,049,516	MRC Global, Inc.*		14,315,398
		1,728,085	Mueller Water Products, Inc.		20,702,458
		231,842	Nesco Holdings, Inc.*		952,871
		212,810	Simpson Manufacturing Co., Inc.		17,073,746
		69,206	VIAD Corp.		4,671,405
					195,408,893
Information Technology — 9.7%
		130,800	Cabot Microelectronics Corp.		18,877,056
		430,956	Cardtronics PLC*		19,242,185
		195,508	CTS Corp.		5,867,195
		512,128	EchoStar Corp.*		22,180,264
		233,572	MAXIMUS, Inc.		17,375,421
		120,347	PC Connection, Inc.		5,976,432
		628,049	South Mountain Merger Corp. Units*^		6,494,027
					96,012,580
Materials — 3.3%
		315,581	Eagle Materials, Inc.		28,610,573
		58,479	Neenah, Inc.		4,118,676
					32,729,249
Real Estate — 0.5%
		36,679	Consolidated-Tomoka Land Co.		2,212,477
		194,124	Landmark Infrastructure Partners L.P.		3,183,634
					5,396,111
Utilities — 0.7%
		750,890	Star Group L.P.		7,103,419
Total Common Stocks (Cost $660,920,584)					870,106,893

Real Estate Investment Trusts — 6.1%
		990,345	Essential Properties Realty Trust, Inc.		24,570,459
		2,316,686	MFA Financial, Inc.		17,722,648
		837,744	Xenia Hotels & Resorts, Inc.		18,103,648
Total Real Estate Investment Trusts (Cost $43,617,881)					60,396,755

Investment Companies — 2.8%
		778,919	Ares Capital Corp.		14,526,839
		1,319,075	Barings BDC, Inc.		13,560,091
Total Investment Companies (Cost $27,065,066)					28,086,930

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

www.brownadvisory.com/mf

Brown Advisory Small-Cap Fundamental Value Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Short-Term Investments — 3.5%
Money Market Funds — 3.5%
		35,229,588	First American Government
			Obligations Fund — Class Z, 1.47%#		35,229,588
Total Short-Term Investments (Cost $35,229,588)					35,229,588
Total Investments — 99.8% (Cost $766,833,119)					993,820,166
Other Assets in Excess of Liabilities — 0.2%					1,698,404
NET ASSETS — 100.0%				$	995,518,570

*		Non-Income Producing
^		Each unit consists of one share of Class A common stock and one-half of one warrant. Each whole warrant is exercisable to purchase one share of Class A common stock at a price of $11.50 per share. The warrants expire on June 20, 2024. Refer to the company’s filings at sec.gov for additional information. Categorized as a Level 2 security as of the date of this report. All other common stocks are categorized as Level 1.
#		Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Financials	26.3	%
Industrials	19.6	%
Consumer Discretionary	15.3	%
Information Technology	9.7	%
Real Estate Investment Trusts	6.1	%
Communication Services	5.4	%
Health Care	3.7	%
Money Market Funds	3.5	%
Materials	3.3	%
Investment Companies	2.8	%
Energy	1.5	%
Consumer Staples	1.4	%
Utilities	0.7	%
Real Estate	0.5	%
Other Assets and Liabilities	0.2	%
	100.0	%

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

www.brownadvisory.com/mf

Brown Advisory Global Leaders Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory Global Leaders Fund – Investor Shares (the “Fund”) increased 11.43% in value. During the same period, the FTSE All-World Index (“the Index”), the Fund’s benchmark, increased 9.08%.

The Fund is focused on delivering long-term performance by buying a concentrated portfolio of companies that we believe uniquely satisfy their customers and generate attractive economics for shareholders. Given its concentrated nature, the Fund’s performance is an output of our stock-picking. Relative performance benefitted from our holdings in a number of sectors but most notably from the communication services and information technology sectors for the period. For the year, the biggest contributors were also information technology and communication services.

We believe capital allocation is equally as important as stock selection. We are pleased to see five of our top ten largest weight holdings were in our ten biggest percentage gainers for the year, contributing meaningful alpha. In addition, the ten bottom performers in percentage terms included five of our smallest ten weights. This focus on getting big capital behind the big percentage winners and minimizing the impact of our losers is where we spend a lot of time. We are happy that the Fund outperformed an equal-weighted portfolio – this is the third year running we have achieved this.

For the six-months ending December 31, 2019 the two biggest positions Microsoft Corporation (MSFT) and Alphabet Inc. (GOOG) contributed some of the largest alpha. Momentum across Microsoft’s business has continued with hyper growth in the cloud portfolio supported by growth in the hyper server and Windows PC products. Our largest contributor was Taiwan Semiconductor (TSM). TSM saw its share price rise in the last quarter of 2019 due to increasing investor optimism around 5G and data, indicating strong 2020 demand for TSM’s 7nm and 5nm nodes. Furthermore, JP Morgan also performed well during the period due to positive earnings and an easing of trade tensions.

The biggest detractor was Unilever. It underperformed meaningfully at the end of the quarter after pre-announcing fourth-quarter results, which indicated revenue growth could come in below expectations. This was a shock to investors after a constructive Capital Markets Day in November 2019. We are very mindful of the market share issues that have arisen over the last several quarters and are monitoring the company’s progress on that front carefully. We expect to see tangible signs of reacceleration and a return to broad market share gains by mid-2020 as the company’s strategy to address specific losses in hair care and across its food portfolio take hold. Another one of the biggest detractors in the second half of the year was Hong Kong listed AIA Group. The ongoing civil unrest in Hong Kong saw the HK Exchange become the worst-performing major index globally in the third quarter, down approximately 11% in U.S. dollar terms. While AIA does get approximately 33% of sales from its domestic Hong Kong business, the biggest incremental driver to revenues remains mainland China.

There was one addition during the fourth quarter, which was the first position added since August 2018 to the portfolio. Roche Holding AG is a Swiss health care company operating globally to develop pharmaceuticals and diagnostic products. Roche has had a return on invested capital (ROIC) in excess of 20% for a long time, and its historical strength in research and development innovation continues via breakthrough drugs in both its traditional oncology franchise and new central nervous system medicines. We do see risk in biosimilar erosion on its patent-expiring cancer drugs, but we believe this is offset by new drug ramp and some protection from the 6.5% projected free cash flow (FCF) yield.

The Global Leaders team remains focused on executing our investment process and scouring the globe for high-quality companies. We remain very active on the research front, maintaining extensive ready-to-review and ready-to-buy lists. Patience is an underrated virtue in investing, and we remain disciplined on entry points for attractive assets. We feel that overpaying for good businesses is an ever-present risk for quality-focused investors.

Sincerely,

Mick Dillon, CFA

Portfolio Manager

Bertie Thomson, CFA

Portfolio Manager

www.brownadvisory.com/mf

Brown Advisory Global Leaders Fund

A Message to Our Shareholders

December 31, 2019

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. The Fund invests in small and medium capitalization companies which carry greater risk than is associated with larger companies for various reasons, such as narrower markets, limited financial resources and less liquid stock. The value of the Fund’s investments in REITs may change in response to changes in the real estate market such as declines in the value of real estate, lack of available capital or financing opportunities, and increases in property taxes or operating costs. The Fund may invest in ETFs, which may trade at a discount to the aggregate value of the underlying securities and although expense ratios for ETFs are generally low, frequent trading of ETFs by the Fund can generate brokerage expenses. Investments in foreign securities entail certain risks not associated with investments in domestic securities, such as volatility of currency exchange rates, and in some cases, political and economic instability and relatively illiquid markets. These risks are greater for investments in emerging markets. Private Placement issued securities are restricted securities that are not publicly traded. Delay or difficulty in selling such securities may result in a loss to the Fund.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Global Leaders Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Common Stocks — 97.1%

China — 8.5%
		1,102,083	AIA Group, Ltd.		11,591,672
		202,458	Tencent Holdings, Ltd.		9,753,649
		260,626	Trip.com Group, Ltd. ADR*		8,741,396
					30,086,717
France — 2.7%
		61,591	Safran SA		9,513,349

Germany — 5.1%
		165,065	CTS Eventim AG & Co. KGaA		10,356,777
		49,183	Deutsche Boerse AG		7,712,550
					18,069,327
India — 2.6%
		524,000	HDFC Bank, Ltd.		9,350,018

Indonesia — 2.6%
		29,249,300	Bank Rakyat Indonesia Persero		9,258,162

Netherlands — 2.7%
		133,635	Wolters Kluwer NV		9,757,472

Sweden — 3.6%
		366,337	Atlas Copco AB		12,719,602

Switzerland — 4.3%
		16,583	Roche Holding AG		5,389,522
		40,545	Schindler Holding AG		9,929,159
					15,318,681
Taiwan — 3.8%
		235,436	Taiwan Semiconductor
			Manufacturing Co., Ltd. ADR		13,678,832

United Kingdom — 6.6%
		497,711	Hiscox, Ltd.		9,388,037
		244,507	Unilever PLC		13,996,323
					23,384,360
United States — 54.6%

Communication Services — 8.2%
		13,821	Alphabet, Inc. — Class C*		18,478,953
		100,840	Electronic Arts, Inc.*		10,841,308
					29,320,261
Consumer Discretionary — 5.7%
		6,125	Booking Holdings, Inc.*		12,579,096
		124,292	TJX Companies, Inc.		7,589,270
					20,168,366
Consumer Staples — 5.9%
		138,453	Brown-Forman Corp.		9,359,423
		56,858	Estee Lauder Companies, Inc.		11,743,451
					21,102,874
Financials — 6.4%
		197,520	Charles Schwab Corp.		9,394,052
		94,692	JPMorgan Chase & Co.		13,200,064
					22,594,116
Health Care — 2.3%
		34,884	Edwards Lifesciences Corp.*		8,138,088

Industrials — 1.9%
		137,851	Flowserve Corp.		6,860,844

Information Technology — 19.6%
		327,627	Marvell Technology Group, Ltd.		8,701,773
		49,767	MasterCard, Inc.		14,859,929
		178,885	Microsoft Corp.		28,210,165
		95,827	Visa, Inc.		18,005,893
					69,777,760
Materials — 4.6%
		37,285	Ecolab, Inc.		7,195,632
		15,552	Sherwin-Williams Co.		9,075,214
					16,270,846
Total United States					194,233,155
Total Common Stocks (Cost $276,764,561)					345,369,675

Short-Term Investments — 3.1%

Money Market Funds — 3.1%
		10,920,403	First American Government
			Obligations Fund — Class Z, 1.47%#		10,920,403
Total Short-Term Investments (Cost $10,920,403)					10,920,403
Total Investments — 100.2% (Cost $287,684,964)					356,290,078
Liabilities in Excess of Other Assets — (0.2)%					(607,040	)
NET ASSETS — 100.0%				$	355,683,038

ADR — American Depositary Receipt

*		Non-Income Producing
#		Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Information Technology	23.5	%
Financials	19.6	%
Communication Services	13.9	%
Industrials	13.7	%
Consumer Staples	9.9	%
Consumer Discretionary	8.1	%
Materials	4.6	%
Health Care	3.8	%
Money Market Funds	3.1	%
Other Assets and Liabilities	(0.2	)%
	100.0	%

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

www.brownadvisory.com/mf

Brown Advisory Intermediate Income Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory Intermediate Income Fund – Investor Shares (the “Fund”) increased 1.80% in value. During the same period, the Bloomberg Barclays Intermediate US Aggregate Bond Index (the “Index”), the Fund’s benchmark, increased 1.85%.

The Fund aims to generate performance primarily through individual security analysis, supported by a detailed and disciplined credit process and focused on downside protection. Duratio and sector weightings are set mainly by an analysis of the intermediate-term risk/reward as opposed to any particular macroeconomic forecast.

The second half of 2019 was marked by three consecutive Federal Open Market Committee (FOMC) rates reductions to help perpetuate U.S. economic momentum. Even though various economic metrics pointed to ongoing weakness in the manufacturing sector, inflation on average remained at or below Federal Reserve’s 2% target, and the consumer remained resilient, continuing to generate positive economic impact. After the final rate reduction at the October 30 meeting, the FOMC indicated it was comfortable with policy and that no additional rate reductions would be forthcoming in the near term.

In this environment, spreads of all types narrowed meaningfully in conjunction with a generally declining interest rate environment. These factors encouraged us to remain constructive on corporate bonds and other spread products with the exception of mortgage-backed securities because of their cash flow characteristics.

Specifically, for corporate bonds our ongoing overweight positioning and strong individual security selection were additive to performance as our holdings outpaced their Index counterparts. Although the economic backdrop was one of a strong consumer and weaker manufacturing environment, corporate bonds in the industrial sectors were some of our highest returning holdings during the period. This highlights the value of having a clearly defined investment thesis for a company underpinned by robust fundamental analysis.

For mortgage-backed securities, interest rate volatility became much more muted at the end of the period as fears of rapid refinancing lessened from an elevated level over the summer. Our emphasis on defensive positioning in regard to principal repayments detracted from performance on a relative basis as we held less mortgage pass-through securities in favor a greater amount of asset-backed and commercial mortgage-backed bonds. We would expect our muted exposure to principal prepayments to underperform during such periods and to outperform during periods of interest rate volatility.

We are pleased with the portfolio’s potential in the future. Looking forward, there is elevated uncertainty about general economic growth, which is something we will take into account as we position portfolios. However, we will continue to build portfolios that generate attractive income while focusing on downside protection.

Sincerely,

Paul D. Corbin

Portfolio Manager

Jason T. Vlosich

Portfolio Manager

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. The Fund is subject to interest rate risk which is the risk that debt securities in the Fund’s portfolio will decline in value because of increases in market interest rates. Investments in Asset Backed and Mortgage Backed Securities include additional risks that investors should be aware of such as credit risk, prepayment risk, possible illiquidity and default, as well as increased susceptibility to adverse economic developments. Investments in debt securities typically decrease in value when interest rates rise. The risk is usually greater for longer-term debt securities. Inflation-indexed bonds see the principal value of the security increased as the Consumer Price Index increases. Should the Consumer Price Index decline, those securities should be adversely impacted. Diversification does not assure a profit, nor does it protect against a loss in a declining market.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Intermediate Income Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Corporate Bonds & Notes — 27.9%
	1,410,000	AerCap Ireland Capital DAC		3.50	%	01/15/2025		1,454,690
	1,280,000	American Express Co. (3 Month LIBOR USD + 0.75%)		2.65	%	08/03/2023		1,291,569
	1,455,000	American Tower Corp.		2.75	%	01/15/2027		1,455,725
	1,330,000	Amphenol Corp.		3.20	%	04/01/2024		1,380,890
	665,000	Analog Devices, Inc.		3.13	%	12/05/2023		687,824
	1,345,000	AutoZone, Inc.		3.75	%	06/01/2027		1,436,888
	1,205,000	Bank of America Corp. (3 Month LIBOR USD + 1.16%)		3.13	%	01/20/2023		1,222,974
	680,000	Boston Properties L.P.		3.65	%	02/01/2026		721,186
	625,000	BP Capital Markets America, Inc.		3.80	%	09/21/2025		676,921
	1,306,000	CC Holdings GS V LLC		3.85	%	04/15/2023		1,369,820
	1,275,000	Cigna Corp.^		4.50	%	02/25/2026		1,400,985
	1,355,000	Citigroup, Inc. (3 Month LIBOR USD + 0.69%)		2.63	%	10/27/2022		1,366,092
	745,000	Clorox Co.		3.05	%	09/15/2022		763,162
	1,325,000	CVS Health Corp.		4.30	%	03/25/2028		1,448,666
	970,000	Digital Realty Trust L.P.		3.95	%	07/01/2022		1,010,357
	650,000	Dollar General Corp.		4.15	%	11/01/2025		708,286
	1,340,000	Dollar Tree, Inc.		4.00	%	05/15/2025		1,434,726
	730,000	Edison International		4.13	%	03/15/2028		749,725
	1,290,000	Energy Transfer Operating L.P.		4.50	%	04/15/2024		1,374,206
	1,105,000	Enterprise Products Operating LLC (Fixed until 08/16/2022, then 3 Month LIBOR USD + 2.99%)		4.88	%	08/16/2077		1,092,867
	665,000	Exelon Corp.		2.45	%	04/15/2021		668,174
	645,000	Ferguson Finance PLC^		4.50	%	10/24/2028		706,504
	1,420,000	FMC Corp.		3.20	%	10/01/2026		1,452,699
	645,000	General Dynamics Corp.		3.50	%	05/15/2025		691,725
	1,295,000	Goldman Sachs Group, Inc. (3 Month LIBOR USD + 0.75%)		2.66	%	02/23/2023		1,303,059
	1,181,000	Hasbro, Inc.		3.50	%	09/15/2027		1,177,240
	675,000	Healthcare Trust of America Holdings L.P.		3.75	%	07/01/2027		713,559
	354,000	Hexcel Corp.		3.95	%	02/15/2027		369,663
	650,000	JB Hunt Transport Services, Inc.		3.88	%	03/01/2026		699,052
	650,000	Keysight Technologies, Inc.		4.60	%	04/06/2027		721,511
	1,210,000	Land O’Lakes, Inc.^		6.00	%	11/15/2022		1,287,515
	1,410,000	Lear Corp.		4.25	%	05/15/2029		1,458,784
	658,000	Marvell Technology Group, Ltd.		4.88	%	06/22/2028		727,704
	645,000	Morgan Stanley		3.75	%	02/25/2023		675,852
	1,355,000	NXP BV^		3.88	%	06/18/2026		1,439,432
	700,000	Thermo Fisher Scientific, Inc.		3.20	%	08/15/2027		733,124
	1,330,000	Truist Financial Corp.		2.75	%	04/01/2022		1,353,995
	640,000	Verizon Communications, Inc. (3 Month LIBOR USD + 1.00%)		2.89	%	03/16/2022		650,899
	650,000	West Fraser Timber Co., Ltd.^		4.35	%	10/15/2024		679,835
Total Corporate Bonds & Notes (Cost $39,497,952)								40,557,885

Mortgage Backed Securities — 20.2%
	825,000	BAMLL Commercial Mortgage Securities Trust,
		Series 2018-DSNY C (1 Month LIBOR USD + 1.35%)^		3.09	%	09/15/2034		823,839
	750,000	BAMLL Commercial Mortgage Securities Trust,
		Series 2019-RLJ C (1 Month LIBOR USD + 1.60%)^		3.34	%	04/15/2036		749,932
	700,000	BX Commercial Mortgage Trust, Series 2018-IND B (1 Month LIBOR USD + 0.90%)^		2.64	%	11/15/2035		700,215
	350,000	BX Commercial Mortgage Trust, Series 2018-IND D (1 Month LIBOR USD + 1.30%)^		3.04	%	11/15/2035		350,437
	1,500,000	BX Commercial Mortgage Trust, Series 2019-XL D (1 Month LIBOR USD + 1.45%)^		3.19	%	10/15/2036		1,503,782
	500,000	BX Trust, Series 2019-CALM C (1 Month LIBOR USD + 1.30%)^		3.05	%	11/15/2032		500,800
	913,543	CGDBB Commercial Mortgage Trust, Series 2017-BIOC D (1 Month LIBOR USD + 1.60%)^		3.34	%	07/15/2032		914,955
	750,000	CSMC, Series 2019-ICE4 C (1 Month LIBOR USD + 1.43%)^		3.17	%	05/15/2036		751,309
	500,000	DBGS Mortgage Trust, Series 2018-C1 7EA^		4.64	%	10/17/2051		520,895
	1,074	FHLMC PC, Pool# C0-0210		8.00	%	01/01/2023		1,129
	168,117	FHLMC PC, Pool# 1B-0889 (12 Month LIBOR USD + 1.59%)		4.50	%	05/01/2033		173,195
	5,359	FHLMC REMIC, Series 2782 PA		4.00	%	11/15/2033		5,357

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

www.brownadvisory.com/mf

Brown Advisory Intermediate Income Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 20.2% (Continued)
	475,973	FHLMC STACR, Series 2013-DN2 M2 (1 Month LIBOR USD + 4.25%)		6.04	%	11/27/2023		513,322
	693,122	FHLMC STACR, Series 2014-DN1 M2 (1 Month LIBOR USD + 2.20%)		3.99	%	02/26/2024		700,832
	486,828	FHLMC STACR, Series 2014-DN3 M3 (1 Month LIBOR USD + 4.00%)		5.79	%	08/26/2024		519,087
	1,321,363	FHLMC STACR, Series 2015-DNA1 M2 (1 Month LIBOR USD + 1.85%)		3.64	%	10/25/2027		1,330,077
	1,000,000	FHLMC STACR, Series 2015-DNA1 (1 Month LIBOR USD + 3.30%)		5.09	%	10/25/2027		1,066,628
	750,000	FHLMC STACR, Series 2015-HQA2 M3 (1 Month LIBOR USD + 4.80%)		6.59	%	05/25/2028		809,457
	400,000	FHLMC STACR, Series 2017-HQA1 M2 (1 Month LIBOR USD + 3.55%)		5.34	%	08/27/2029		420,467
	784,393	FHMS, Series Q-006 APT1#		2.63	%	04/25/2028		782,099
	669,690	FHMS, Series Q-010 APT1#		2.80	%	04/25/2046		674,226
	475,206	FNMA Connecticut Avenue Securities, Series 2014-C01 M2 (1 Month LIBOR USD + 4.40%)		6.19	%	01/25/2024		516,792
	477,210	FNMA Connecticut Avenue Securities, Series 2014-C02 2M2 (1 Month LIBOR USD + 2.60%)		4.39	%	05/28/2024		494,898
	460,171	FNMA Connecticut Avenue Securities, Series 2014-C02 1M2 (1 Month LIBOR USD + 2.60%)		4.39	%	05/28/2024		479,531
	492,606	FNMA Connecticut Avenue Securities, Series 2014-C03 2M2 (1 Month LIBOR USD + 2.90%)^		4.69	%	07/25/2024		513,737
	803,331	FNMA Connecticut Avenue Securities, Series 2014-C04 1M2 (1 Month LIBOR USD + 4.90%)		6.69	%	11/25/2024		882,945
	613,686	FNMA Connecticut Avenue Securities, Series 2014-C04 2M2 (1 Month LIBOR USD + 5.00%)		6.79	%	11/25/2024		663,549
	34,542	FNMA, Pool# 628837		6.50	%	03/01/2032		38,406
	71,734	FNMA, Pool# 663238		5.50	%	09/01/2032		77,375
	28,569	FNMA, Pool# 744805 (6 Month LIBOR USD + 1.52%)		3.52	%	11/01/2033		28,832
	11,408	FNMA, Pool# 741373 (1 Year CMT Rate + 2.28%)		4.03	%	12/01/2033		11,861
	26,949	FNMA, Pool# 764342 (6 Month LIBOR USD + 1.52%)		3.77	%	02/01/2034		27,758
	382,739	FNMA, Pool# BJ4072		4.50	%	09/01/2048		412,500
	422,155	FNMA, Pool# BJ4073		4.50	%	09/01/2048		448,531
	285,709	FNMA, Pool# BJ4075		5.00	%	09/01/2048		310,889
	175,096	FNMA, Pool# BN0202		5.50	%	09/01/2048		192,472
	508,539	FNMA, Pool# BJ4078		4.50	%	10/01/2048		540,129
	573,756	FNMA, Pool# BJ4079		5.00	%	10/01/2048		620,461
	287,298	FNMA REMIC Trust, Series 2016-M5 FA (1 Month LIBOR USD + 0.72%)		2.57	%	04/25/2023		288,123
	495,869	FNMA REMIC Trust, Series 2018-M13 A1#		3.70	%	09/25/2030		542,981
	932,055	FNMA REMIC Trust, Series 2013-115 AI~		3.00	%	04/25/2031		63,259
	446,162	FNMA REMIC Trust, Series 2013-M6 1AC#		3.51	%	02/25/2043		470,078
	700,000	Fontainebleau Miami Beach Trust, Series 2019-FBLU D^		4.10	%	12/10/2036		711,886
	1,150,000	FREMF Mortgage Trust, Series 2016-K723 B#^		3.58	%	10/25/2039		1,188,190
	750,000	FREMF Mortgage Trust, Series 2019-K735 B#^		4.02	%	05/25/2052		781,009
	20,627	GNMA, Pool# 781186X		9.00	%	06/15/2030		21,670
	700,000	IMT Trust, Series 2017-APTS DFL (1 Month LIBOR USD + 1.55%)^		3.29	%	06/15/2034		699,801
	700,000	JPMCC, Series 2019-BKWD C (1 Month LIBOR USD + 1.60%)^		3.34	%	09/17/2029		700,897
	500,000	JPMCC, Series 2019-MFP C (1 Month LIBOR USD + 1.36%)^		3.10	%	07/15/2036		500,436
	500,000	KNDL Mortgage Trust, Series 2019-KNSQ C (1 Month LIBOR USD + 1.05%)^		2.79	%	05/15/2036		500,245
	500,000	MRCD Mortgage Trust, Series 2019-PARK C^		2.72	%	12/15/2036		490,636
	900,000	MSC, Series 2017-CLS A (1 Month LIBOR USD + 0.70%)^		2.44	%	11/15/2034		898,579
	550,000	MSC, Series 2017-CLS D (1 Month LIBOR USD + 1.40%)^		3.14	%	11/15/2034		550,541
	400,000	MSC, Series 2019-NUGS B (1 Month LIBOR USD + 1.30%)^		3.05	%	12/15/2036		400,901
	500,000	Velocity Commercial Capital Loan Trust, Series 2016-2 M1#		3.66	%	10/25/2046		506,719
Total Mortgage Backed Securities (Cost $29,180,241)								29,388,657

Asset Backed Securities — 19.6%
	510,000	American Homes 4 Rent Trust, Series 2015-SFR2 C^		4.69	%	10/18/2052		545,641
	500,000	Dell Equipment Finance Trust, Series 2018-2 D^		3.97	%	10/22/2024		513,932
	500,000	Dell Equipment Finance Trust, Series 2019-1 D^		3.45	%	03/24/2025		507,799
	1,000,000	Drive Auto Receivables Trust, Series 2019-3 C		2.90	%	08/15/2025		1,011,294
	500,000	DT Auto Owner Trust, Series 2019-2A C^		3.18	%	02/18/2025		506,410
	750,000	DT Auto Owner Trust, Series 2019-3A D^		2.96	%	04/15/2025		750,979
	750,000	DT Auto Owner Trust, Series 2019-4A D^		2.85	%	07/15/2025		751,065
	1,000,000	Exeter Automobile Receivables Trust, Series 2019-3A C^		2.79	%	05/15/2024		1,006,424
	780,000	Exeter Automobile Receivables Trust, Series 2019-2A D^		3.71	%	03/17/2025		799,905
	442,592	Federal Express Corp., Series 1998-1		6.72	%	07/15/2023		460,050

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

www.brownadvisory.com/mf

Brown Advisory Intermediate Income Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Asset Backed Securities — 19.6% (Continued)
	700,000	HPEFS Equipment Trust, Series 2019-1A D^		2.72	%	09/20/2029		700,806
	500,000	Invitation Homes Trust, Series 2018-SFR1 D (1 Month LIBOR USD + 1.45%)^		3.19	%	03/19/2037		499,746
	500,000	Invitation Homes Trust, Series 2017-SFR2 C (1 Month LIBOR USD + 1.45%)^		3.19	%	12/19/2036		500,920
	998,535	Invitation Homes Trust, Series 2017-SFR2 D (1 Month LIBOR USD + 1.80%)^		3.54	%	12/19/2036		1,001,367
	734,000	Invitation Homes Trust, Series 2018-SFR1 C (1 Month LIBOR USD + 1.25%)^		2.99	%	03/19/2037		733,243
	750,000	Madison Park Funding XII, Ltd., Series 2014-12A CR (3 Month LIBOR USD + 2.35%)^		4.32	%	07/20/2026		752,071
	500,000	Madison Park Funding XV, Ltd., Series 2014-15A A2R (3 Month LIBOR USD + 1.50%)^		3.44	%	01/27/2026		500,046
	700,000	Madison Park Funding XVI, Ltd., Series 2015-16A A2R (3 Month LIBOR USD + 1.90%)^		3.87	%	04/20/2026		700,087
	1,000,000	Neuberger Berman Loan Advisers CLO 26, Ltd.,
		Series 2017-26A A (3 Month LIBOR USD + 1.17%)^		3.17	%	10/18/2030		1,000,001
	750,000	Octagon Investment Partners XIX, Ltd., Series 2014-1A CR (3 Month LIBOR USD + 2.10%)^		4.10	%	04/15/2026		750,036
	800,000	OHA Credit Partners IX, Ltd., Series 2013-9A B1R (3 Month LIBOR USD + 1.46%)^		3.43	%	10/20/2025		800,141
	1,000,000	Oportun Funding VIII LLC, Series 2018-A B^		4.45	%	03/08/2024		1,012,194
	400,000	Oportun Funding X LLC, Series 2018-C A^		4.10	%	10/08/2024		410,863
	1,500,000	OZLM XIII, Ltd., Series 2015-13A A2R (3 Month LIBOR USD + 1.65%)^		3.59	%	07/30/2027		1,477,438
	1,470,000	Palmer Square Loan Funding, Ltd., Series 2017-1A B (3 Month LIBOR USD + 1.70%)^		3.70	%	10/15/2025		1,470,025
	500,000	Palmer Square Loan Funding, Ltd., Series 2018-4 (3 Month LIBOR USD + 1.90%)^		3.81	%	11/16/2026		500,019
	410,000	Prestige Auto Receivables Trust, Series 2017-1A D^		3.61	%	10/16/2023		415,387
	1,000,000	Prestige Auto Receivables Trust, Series 2019-1^		2.70	%	10/15/2024		1,006,392
	751,065	Progress Residential Trust, Series 2015-SFR3 A^		3.07	%	11/15/2032		750,287
	896,717	Progress Residential Trust, Series 2017-SFR1 A^		2.77	%	08/17/2034		898,337
	700,000	Progress Residential Trust, Series 2017-SFR2 C^		3.40	%	12/19/2034		700,736
	699,149	Progress Residential Trust, Series 2018-SFR1 A^		3.26	%	03/19/2035		703,327
	600,000	Santander Drive Auto Receivables Trust, Series 2019-3 D		2.68	%	10/15/2025		598,182
	163,671	Seneca Park CLO, Ltd., Series 2014-1A AR (3 Month LIBOR USD + 1.12%)^		3.12	%	07/17/2026		163,700
	750,000	Tesla Auto Lease Trust, Series 2018-B B^		4.12	%	10/20/2021		766,876
	750,000	Treman Park CLO, Ltd., Series 2015-1A ARR (3 Month LIBOR USD + 1.07%)^		3.04	%	10/20/2028		749,993
	500,000	United Auto Credit Securitization Trust, Series 2019-1 B^		3.03	%	04/10/2024		503,310
	500,000	Verizon Owner Trust, Series 2019-A C		3.22	%	09/20/2023		509,816
	415,000	Westlake Automobile Receivables Trust, Series 2019-2A C^		2.84	%	07/15/2024		417,941
	750,000	Westlake Automobile Receivables Trust, Series 2019-3A D^		2.72	%	11/15/2024		749,784
Total Asset Backed Securities (Cost $28,523,556)								28,596,570

Municipal Bonds — 2.0%
	1,600,000	District of Columbia#		4.64	%	08/01/2038		1,600,000
	1,250,000	North Texas Tollway Authority		8.91	%	02/01/2030		1,256,962
Total Municipal Bonds (Cost $2,721,435)								2,856,962

U.S. Treasury Notes — 12.5%
	100,000	United States Treasury Note		1.38	%	02/29/2020		99,955
	5,000,000	United States Treasury Note		1.63	%	08/15/2022		5,005,762
	6,000,000	United States Treasury Note		2.25	%	03/31/2026		6,166,640
	6,410,000	United States Treasury Note		2.88	%	05/15/2028		6,905,398
Total U.S. Treasury Notes (Cost $17,431,646)								18,177,755

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

www.brownadvisory.com/mf

Brown Advisory Intermediate Income Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Affiliated Mutual Funds (Note 3) — 15.2%
		2,195,482	Brown Advisory Mortgage Securities Fund — Institutional Shares		22,174,368
Total Affiliated Mutual Funds (Cost $21,950,538)					22,174,368

Short-Term Investments — 1.9%

Money Market Funds — 1.9%
		2,703,546	First American Government Obligations Fund — Class Z, 1.47%*		2,703,546
Total Short-Term Investments (Cost $2,703,546)					2,703,546
Total Investments — 99.3% (Cost $142,008,914)					144,455,743
Other Assets in Excess of Liabilities — 0.7%					990,597
NET ASSETS — 100.0%				$	145,446,340

#		Variable rate security. Rate disclosed is as of the date of this report.
^		Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.
~		Interest Only Security
*		Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Corporate Bonds & Notes	27.9	%
Mortgage Backed Securities	20.2	%
Asset Backed Securities	19.6	%
Affiliated Mutual Funds	15.2	%
U.S. Treasury Notes	12.5	%
Municipal Bonds	2.0	%
Money Market Funds	1.9	%
Other Assets and Liabilities	0.7	%
	100.0	%

Futures Contracts — Long (Note 6)

				Notional		Notional		Unrealized Appreciation
Issue	Contracts		Expiration Date	Amount		Value		(Depreciation)
U.S. Treasury 2-Year Note Futures		110	03/31/2020	$	23,722,461	$	23,705,000	$	(17,461	)
U.S. Treasury 5-Year Note Futures		190	03/31/2020		22,615,965		22,535,781		(80,184	)
				$	46,338,426	$	46,240,781	$	(97,645	)

There is no variation margin due to or from the Fund as of the date of this report.

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

www.brownadvisory.com/mf

Brown Advisory Total Return Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory Total Return Fund – Institutional Shares (the “Fund”) increased 2.67% in value. During the same period, the Bloomberg Barclays US Aggregate Bond Index (the “Index”), the Fund’s benchmark, increased 2.45%.

The Fund aims to generate performance primarily through individual security analysis, supported by a detailed and disciplined credit process and focused on downside protection. Duration and sector weightings are set mainly by an analysis of the intermediate-term risk/reward as opposed to any particular macroeconomic forecast.

For most of the last ten years, fixed income investors have been awaiting the “normalization” of interest rates. However in 2019, the U.S. Federal Reserve not only backed off continued rate hikes, but actually started cutting rates. This may well go down as a seminal time in the history of central banking. To describe rates as “normalizing” one must have a concept of what is “normal.” We are no longer sure that such a concept is relevant for the bond market.

Interest rate positioning relative to the benchmark is a very minor part of our process. However, we believe this shift does change how we should think about risk cycles. There is an old adage: “Bull markets don’t die of old age, the Fed kills them.” This is a glib way of saying that the Fed often hikes too far when the economy is good, thus killing the expansion and ultimately resulting in a weak stock market. But that was in a world where the Fed tried to pre-empt inflation when unemployment fell too low. If the Fed is only going to tighten in response to actual inflation, logically expansions can last longer than they might have previously.

This is not to say that recessions are a thing of the past. However, the last ten years in credit investing have mostly been either “risk on” or “risk off” in the market. When it was risk on, everything with risk generally performed well, and when it was risk-off, the opposite was true. This shift in Fed mentality could lead to a market where microeconomic factors matter more than top-down macroeconomic risk factors. For a firm that focuses on individual bond selection, this would certainly be a welcomed change.

The biggest contributor to performance over the last six-months has been our corporate bond positions. Our general overweight to the sector was a positive since this was the best performance segment of the U.S. bond market generally. Our individual positions also outperformed by 72bps after adjusting for duration.

Other factors were relatively minor. We are meaningfully underweight agency-backed mortgage bonds, as we think this sector is poorly priced for any kind of interest rate volatility. MBS underperformed in the third quarter but outperformed in the fourth quarter, leaving the net effect about neutral. Interest rates also had a small effect on relative performance. We are slightly overweight duration, which we view as a way to ameliorate potential credit volatility should the economy weaken. However, rates were roughly unchanged over the last six months, resulting in very little impact from duration.

Looking forward, 2020 began very differently than 2019. While there is reasonable optimism that the long expansion should continue into the new year, the credit markets are also pricing in all that optimism. This is a time to stay focused on each bond’s downside analysis and not reach for yield. We believe by maintaining that focus, our portfolios should be well positioned to perform in any macroeconomic environment.

Sincerely,

Thomas D.D. Graff, CFA

Portfolio Manager

Past performance is not a guarantee of future results.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Total Return Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Corporate Bonds & Notes — 30.7%
	3,010,000	AerCap Ireland Capital DAC		3.50	%	01/15/2025		3,105,403
	1,535,000	Allison Transmission, Inc.^		4.75	%	10/01/2027		1,596,933
	3,105,000	American Tower Corp.		3.13	%	01/15/2027		3,181,118
	2,950,000	Analog Devices, Inc.		3.90	%	12/15/2025		3,173,896
	3,205,000	AstraZeneca PLC		2.38	%	06/12/2022		3,243,173
	1,570,000	AutoZone, Inc.		3.13	%	04/21/2026		1,620,942
	2,890,000	Cigna Corp.^		4.50	%	02/25/2026		3,175,566
	1,300,000	CommonSpirit Health		4.19	%	10/01/2049		1,305,286
	5,313,000	Conservation Fund		3.47	%	12/15/2029		5,303,692
	3,055,000	Crown Castle International Corp.		4.88	%	04/15/2022		3,237,214
	2,920,000	CVS Health Corp.		4.30	%	03/25/2028		3,192,531
	2,920,000	Dollar General Corp.		4.15	%	11/01/2025		3,181,840
	3,045,000	Dollar Tree, Inc.		4.00	%	05/15/2025		3,260,254
	3,330,000	Energy Transfer Operating L.P. (Fixed until 02/15/2023, then 3 Month LIBOR USD + 4.03%)		6.25	%	05/15/2023		3,135,262
	3,280,000	Enterprise Products Operating LLC (Fixed until 08/16/2022, then 3 Month LIBOR USD + 2.99%)		4.88	%	08/16/2077		3,243,986
	2,385,000	Ferguson Finance PLC^		4.50	%	10/24/2028		2,612,421
	1,460,000	First Quality Finance Co., Inc.^		5.00	%	07/01/2025		1,523,269
	3,155,000	FMC Corp.		3.20	%	10/01/2026		3,227,651
	1,460,000	frontdoor, Inc.^		6.75	%	08/15/2026		1,595,557
	1,460,000	Graphic Packaging International LLC^		4.75	%	07/15/2027		1,566,357
	2,400,000	Hasbro, Inc.		3.50	%	09/15/2027		2,392,360
	2,315,000	Healthcare Trust of America Holdings L.P.		3.75	%	07/01/2027		2,447,241
	1,375,000	Hexcel Corp.		3.95	%	02/15/2027		1,435,837
	1,390,000	KeHE Distributors LLC^		8.63	%	10/15/2026		1,458,631
	2,845,000	Keysight Technologies, Inc.		4.60	%	04/06/2027		3,157,999
	3,065,000	Lear Corp.		4.25	%	05/15/2029		3,171,045
	2,799,000	Marvell Technology Group, Ltd.		4.88	%	06/22/2028		3,095,507
	1,690,000	Mauser Packaging Solutions Holding Co.^		7.25	%	04/15/2025		1,673,083
	1,355,000	Mercer International, Inc.		7.38	%	01/15/2025		1,462,540
	2,190,000	MPLX L.P.		4.80	%	02/15/2029		2,405,673
	1,560,000	NextEra Energy Capital Holdings, Inc. (Fixed until 12/01/2027, 3 Month LIBOR USD + 2.41%)		4.80	%	12/01/2077		1,614,210
	3,020,000	NXP BV^		3.88	%	06/18/2026		3,208,181
	1,530,000	Olin Corp.		5.63	%	08/01/2029		1,618,817
	1,460,000	ServiceMaster Co. LLC		7.45	%	08/15/2027		1,653,957
	3,275,000	Thermo Fisher Scientific, Inc.		3.20	%	08/15/2027		3,429,971
	1,600,000	TransDigm, Inc.^		5.50	%	11/15/2027		1,620,928
	2,920,000	Trimble, Inc.		4.90	%	06/15/2028		3,192,562
	2,920,000	Verisk Analytics, Inc.		4.00	%	06/15/2025		3,146,640
	1,460,000	Viking Cruises, Ltd.^		5.88	%	09/15/2027		1,563,076
	2,920,000	West Fraser Timber Co., Ltd.^		4.35	%	10/15/2024		3,054,027
Total Corporate Bonds & Notes (Cost $99,323,488)								102,284,636

Mortgage Backed Securities — 29.1%
	1,400,000	BAMLL Commercial Mortgage Securities Trust, Series 2018-DSNY C (1 Month LIBOR USD + 1.35%)^		3.09	%	09/15/2034		1,398,029
	750,000	BAMLL Commercial Mortgage Securities Trust, Series 2018-DSNY D (1 Month LIBOR USD + 1.70%)^		3.44	%	09/15/2034		752,277
	1,250,000	BAMLL Commercial Mortgage Securities Trust, Series 2019-RLJ C (1 Month LIBOR USD + 1.60%)^		3.34	%	04/15/2036		1,249,886
	1,000,000	BAMLL Commercial Mortgage Securities Trust, Series 2019-RLJ D (1 Month LIBOR USD + 1.95%)^		3.69	%	04/15/2036		1,003,634
	400,000	BBCMS Mortgage Trust, Series 2018-TALL C (1 Month LIBOR USD + 1.12%)^		2.86	%	03/16/2037		398,694
	350,000	BX Commercial Mortgage Trust, Series 2018-IND B (1 Month LIBOR USD + 0.90%)^		2.64	%	11/15/2035		350,108
	840,000	BX Commercial Mortgage Trust, Series 2018-IND D (1 Month LIBOR USD + 1.30%)^		3.04	%	11/15/2035		841,048
	1,500,000	BX Commercial Mortgage Trust, Series 2019-XL D (1 Month LIBOR USD + 1.45%)^		3.19	%	10/15/2036		1,503,782
	600,000	BX Commercial Mortgage Trust, Series 2019-XL F (1 Month LIBOR USD + 2.00%)^		3.74	%	10/15/2036		601,186
	940,000	BX Trust, Series 2019-CALM C (1 Month LIBOR USD + 1.30%)^		3.05	%	11/15/2032		941,503
	500,000	CAMB Commercial Mortgage Trust, Series 2019-LIFE B (1 Month LIBOR USD + 1.25%)^		2.99	%	12/15/2037		501,664
	500,000	CAMB Commercial Mortgage Trust, Series 2019-LIFE C (1 Month LIBOR USD + 1.45%)^		3.19	%	12/15/2037		501,672
	1,461,669	CGDBB Commercial Mortgage Trust, Series 2017-BIOC B (1 Month LIBOR USD + 0.97%)^		2.71	%	07/15/2032		1,460,178
	1,423,301	CGDBB Commercial Mortgage Trust, Series 2017-BIOC D (1 Month LIBOR USD + 1.60%)^		3.34	%	07/15/2032		1,425,500

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

www.brownadvisory.com/mf

Brown Advisory Total Return Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 29.1% (Continued)
	1,370,315	CGDBB Commercial Mortgage Trust, Series 2017-BIOC E (1 Month LIBOR USD + 2.15%)^		3.89	%	07/15/2032		1,368,557
	750,000	CORE Mortgage Trust, Series 2019-CORE C (1 Month LIBOR USD + 1.30%)^		3.04	%	12/15/2031		749,844
	1,250,000	CSMC, Series 2019-ICE4 C (1 Month LIBOR USD + 1.43%)^		3.17	%	05/15/2036		1,252,182
	1,250,000	CSMC, Series 2019-ICE4 D (1 Month LIBOR USD + 1.60%)^		3.34	%	05/15/2036		1,252,551
	2,000,000	DBGS Mortgage Trust, Series 2018-C1 7EA^		4.64	%	10/17/2051		2,083,579
	1,023,835	FHLMC PC, Pool# V8-2155		4.00	%	12/01/2045		1,091,342
	1,707,635	FHLMC REMIC, Series 4094 NI~		2.50	%	03/15/2027		85,496
	804,124	FHLMC REMIC, Series 4107 LI~		3.00	%	08/15/2027		123,136
	1,303,367	FHLMC REMIC, Series 4143 IA~		3.50	%	09/15/2042		137,060
	275,000	FHLMC SCRTT, Series 2016-1 M1#^		3.00	%	09/25/2055		270,187
	983,415	FHLMC STACR, Series 2013-DN2 M2 (1 Month LIBOR USD + 4.25%)		6.04	%	11/27/2023		1,060,583
	402,978	FHLMC STACR, Series 2014-DN1 M2 (1 Month LIBOR USD + 2.20%)		3.99	%	02/26/2024		407,461
	649,104	FHLMC STACR, Series 2014-DN3 M3 (1 Month LIBOR USD + 4.00%)		5.79	%	08/26/2024		692,116
	964,732	FHLMC STACR, Series 2015-DNA1 M2 (1 Month LIBOR USD + 1.85%)		3.64	%	10/25/2027		971,095
	1,130,000	FHLMC STACR, Series 2015-DNA1 M3 (1 Month LIBOR USD + 3.30%)		5.09	%	10/25/2027		1,205,290
	1,125,000	FHLMC STACR, Series 2015-HQA2 M3 (1 Month LIBOR USD + 4.80%)		6.59	%	05/25/2028		1,214,185
	1,000,000	FHLMC STACR, Series 2016-DNA3 M3 (1 Month LIBOR USD + 5.00%)		6.79	%	12/26/2028		1,091,235
	1,250,000	FHLMC STACR, Series 2016-DNA4 M3 (1 Month LIBOR USD + 3.80%)		5.59	%	03/25/2029		1,330,772
	2,000,000	FHLMC STACR, Series 2017-DNA1 M2 (1 Month LIBOR USD + 3.25%)		5.04	%	07/25/2029		2,103,943
	1,000,000	FHLMC STACR, Series 2017-HQA1 M2 (1 Month LIBOR USD + 3.55%)		5.34	%	08/27/2029		1,051,168
	1,500,000	FHLMC STACR, Series 2017-DNA2 M2 (1 Month LIBOR USD + 3.45%)		5.24	%	10/25/2029		1,599,341
	1,515,501	FHLMC STACR, Series 2017-HQA3 M2 (1 Month LIBOR USD + 2.35%)		4.14	%	04/25/2030		1,542,766
	4,073,822	FHMS, Series K-021 X1#~		1.43	%	06/25/2022		122,094
	1,966,202	FHMS, Series K-721 X1#~		0.33	%	08/25/2022		15,407
	10,295,927	FHMS, Series K-C02 X1#~		0.37	%	03/25/2024		155,727
	4,513,836	FHMS, Series K-038 X1#~		1.13	%	03/25/2024		180,107
	1,700,000	FHMS, Series K-728 A2#		3.06	%	08/25/2024		1,765,917
	65,433,148	FHMS, Series K-047 X1#~		0.14	%	05/25/2025		484,474
	8,000,000	FHMS, Series K-C06 X1#~		0.90	%	06/25/2025		348,205
	10,393,953	FHMS, Series K-734 X1#~		0.65	%	02/25/2026		359,965
	6,997,228	FHMS, Series K-735 X1#~		0.97	%	05/25/2026		376,973
	8,499,333	FHMS, Series K-736 X1#~		1.31	%	07/25/2026		607,100
	672,519	FHMS, Series K-058 X1#~		0.93	%	08/25/2026		35,456
	3,000,000	FHMS, Series K-C04 X1#~		1.25	%	12/25/2026		194,672
	1,381,459	FHMS, Series K-W03 X1#~		0.84	%	06/25/2027		66,259
	7,499,942	FHMS, Series K-C05 X1#~		1.20	%	07/25/2027		496,912
	9,947,285	FHMS, Series K-070 X1#~		0.33	%	11/25/2027		237,632
	697,238	FHMS, Series Q-006 APT1#		2.63	%	04/25/2028		695,199
	4,991,059	FHMS, Series K-087 X1#~		0.36	%	12/25/2028		151,248
	3,997,772	FHMS, Series K-092 X1#~		0.71	%	04/25/2029		230,872
	5,500,000	FHMS, Series K-G01 X1#~		0.97	%	04/25/2029		368,578
	3,544,931	FHMS, Series K-094 X1#~		0.88	%	06/25/2029		251,856
	4,500,000	FHMS, Series K-103 X1#~		0.76	%	11/25/2029		243,130
	566,476	FHMS, Series Q-004 A2H#		2.98	%	01/25/2046		570,364
	669,690	FHMS, Series Q-010 APT1#		2.80	%	04/25/2046		674,226
	483,008	FNMA, Pool# AN2738		2.39	%	09/01/2028		483,662
	662,734	FNMA, Pool# AL3596		5.00	%	10/01/2035		739,561
	1,358,399	FNMA, Pool# AS2249		4.00	%	04/01/2039		1,457,680
	266,701	FNMA, Pool# 467095		5.90	%	01/01/2041		313,582
	176,622	FNMA, Pool# 469130		4.87	%	10/01/2041		193,774
	784,160	FNMA, Pool# AB9349		3.00	%	05/01/2043		807,559
	1,059,677	FNMA, Pool# BD4016		4.00	%	07/01/2047		1,138,909
	333,972	FNMA, Pool# BD4041		4.00	%	11/01/2047		355,514
	387,776	FNMA, Pool# BH7686		4.50	%	12/01/2047		410,845
	995,207	FNMA, Pool# BJ4049		4.00	%	05/01/2048		1,042,696
	195,407	FNMA, Pool# BJ4050		4.50	%	05/01/2048		213,852

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

www.brownadvisory.com/mf

Brown Advisory Total Return Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 29.1% (Continued)
	264,356	FNMA, Pool# BJ4051		4.50	%	05/01/2048		284,992
	164,124	FNMA, Pool# BJ4052		4.50	%	05/01/2048		175,367
	195,958	FNMA, Pool# BK5105		5.50	%	05/01/2048		215,581
	293,157	FNMA, Pool# BJ4057		4.50	%	06/01/2048		310,390
	176,399	FNMA, Pool# BK8032		5.50	%	06/01/2048		194,063
	192,296	FNMA, Pool# BJ4061		4.50	%	07/01/2048		203,678
	244,785	FNMA, Pool# BJ4060		4.50	%	07/01/2048		267,954
	208,519	FNMA, Pool# BJ4062		4.50	%	07/01/2048		220,765
	692,065	FNMA, Pool# BJ4067		4.50	%	08/01/2048		732,539
	603,893	FNMA, Pool# BJ4070		4.00	%	09/01/2048		632,659
	461,250	FNMA, Pool# BJ4072		4.50	%	09/01/2048		497,116
	500,695	FNMA, Pool# BJ4073		4.50	%	09/01/2048		531,979
	341,263	FNMA, Pool# BJ4075		5.00	%	09/01/2048		371,340
	175,096	FNMA, Pool# BN0202		5.50	%	09/01/2048		192,472
	515,245	FNMA, Pool# BJ4082		5.00	%	11/01/2048		564,480
	263,332	FNMA, Pool# BN4936		5.50	%	12/01/2048		288,066
	255,186	FNMA, Pool# BN4921		5.50	%	01/01/2049		278,773
	514,468	FNMA, Pool# BJ4085		4.50	%	02/01/2049		556,680
	496,161	FNMA, Pool# BJ4086		5.00	%	02/01/2049		538,764
	2,078,552	FNMA Connecticut Avenue Securities, Series 2014-C01 M2 (1 Month LIBOR USD + 4.40%)		6.19	%	01/25/2024		2,260,449
	1,840,684	FNMA Connecticut Avenue Securities, Series 2014-C02 1M2 (1 Month LIBOR USD + 2.60%)		4.39	%	05/28/2024		1,918,124
	826,307	FNMA Connecticut Avenue Securities, Series 2014-C03 2M2 (1 Month LIBOR USD + 2.90%)		4.69	%	07/25/2024		861,752
	1,666,505	FNMA Connecticut Avenue Securities, Series 2014-C03 1M2 (1 Month LIBOR USD + 3.00%)		4.79	%	07/25/2024		1,754,273
	1,571,182	FNMA Connecticut Avenue Securities, Series 2014-C04 1M2 (1 Month LIBOR USD + 4.90%)		6.69	%	11/25/2024		1,726,894
	1,500,000	FNMA Connecticut Avenue Securities, Series 2016-C04 1M2 (1 Month LIBOR USD + 4.25%)		6.04	%	01/25/2029		1,596,157
	2,000,000	FNMA Connecticut Avenue Securities, Series 2016-C06 1M2 (1 Month LIBOR USD + 4.25%)		6.04	%	04/25/2029		2,149,989
	1,000,000	FNMA Connecticut Avenue Securities, Series 2017-C01 1M2 (1 Month LIBOR USD + 3.55%)		5.34	%	07/25/2029		1,059,120
	923,000	FNMA REMIC Trust, Series 2017-M13 A2#		2.94	%	09/25/2027		960,140
	750,000	FNMA REMIC Trust, Series 2018-M8 A2#		3.33	%	06/25/2028		799,627
	743,803	FNMA REMIC Trust, Series 2018-M13 A1#		3.70	%	09/25/2030		814,471
	540,450	FNMA REMIC Trust, Series 2012-65 HJ		5.00	%	07/25/2040		585,690
	1,650,000	Fontainebleau Miami Beach Trust, Series 2019-FBLU D^		4.10	%	12/10/2036		1,678,018
	1,750,000	FREMF Mortgage Trust, Series 2016-K723 B#^		3.58	%	10/25/2039		1,808,116
	780,000	FREMF Mortgage Trust, Series 2017-K729 B#^		3.67	%	11/25/2049		800,573
	1,500,000	FREMF Mortgage Trust, Series 2019-K89 B#^		4.29	%	01/25/2051		1,605,480
	1,500,000	FREMF Mortgage Trust, Series 2019-K734 B#^		4.05	%	02/25/2051		1,571,907
	2,000,000	FREMF Mortgage Trust, Series 2019-K735 B#^		4.02	%	05/25/2052		2,082,691
	566,906	GNMA, Pool# 723334X		5.00	%	09/15/2039		631,174
	596,280	GNMA REMIC Trust, Series 2006-47 ZA		5.00	%	08/16/2036		651,889
	1,024,885	GNMA REMIC Trust, Series 2014-45 B1#~		0.73	%	07/16/2054		37,854
	825,441	GNMA REMIC Trust, Series 2014-135 I0#~		0.79	%	01/16/2056		37,229
	772,171	GNMA REMIC Trust, Series 2015-172 I0#~		0.84	%	03/16/2057		38,802
	1,136,769	GNMA REMIC Trust, Series 2016-40 I0#~		0.72	%	07/16/2057		54,132
	932,831	GNMA REMIC Trust, Series 2016-56 I0#~		0.91	%	11/16/2057		59,336
	1,240,767	GNMA REMIC Trust, Series 2016-98 I0#~		0.95	%	05/16/2058		83,293
	698,595	HPLY Trust, Series 2019-HIT D (1 Month LIBOR USD + 2.00%)^		3.74	%	11/17/2036		699,778
	500,000	IMT Trust, Series 2017-APTS DFL (1 Month LIBOR USD + 1.55%)^		3.29	%	06/15/2034		499,858
	1,000,000	JPMCC, Series 2019-BKWD C (1 Month LIBOR USD + 1.60%)^		3.34	%	09/17/2029		1,001,281
	1,500,000	JPMCC, Series 2019-MFP C (1 Month LIBOR USD + 1.36%)^		3.10	%	07/15/2036		1,501,307
	500,000	JPMCC, Series 2019-MFP E (1 Month LIBOR USD + 2.16%)^		3.90	%	07/15/2036		501,316
	500,000	KNDL Mortgage Trust, Series 2019-KNSQ D (1 Month LIBOR USD + 1.35%)^		3.09	%	05/15/2036		500,269
	385,000	MAD Mortgage Trust, Series 2017-330M B#^		3.37	%	08/17/2034		392,781
	750,000	MRCD Mortgage Trust, Series 2019-PARK C^		2.72	%	12/15/2036		735,953
	275,000	MSC, Series 2017-CLS C (1 Month LIBOR USD + 1.00%)^		2.74	%	11/15/2034		275,253
	925,000	MSC, Series 2017-CLS D (1 Month LIBOR USD + 1.40%)^		3.14	%	11/15/2034		925,911
	781,000	MSC, Series 2017-CLS E (1 Month LIBOR USD + 1.95%)^		3.69	%	11/15/2034		781,839

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

www.brownadvisory.com/mf

Brown Advisory Total Return Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 29.1% (Continued)
	600,000	MSC, Series 2019-NUGS B (1 Month LIBOR USD + 1.30%)^		3.05	%	12/15/2036		601,351
	1,500,000	Velocity Commercial Capital Loan Trust, Series 2016-2 M1#		3.66	%	10/25/2046		1,520,158
	500,000	Velocity Commercial Capital Loan Trust, Series 2017-1 M1#^		3.55	%	05/25/2047		500,110
	384,043	Velocity Commercial Capital Loan Trust, Series 2018-2 A#^		4.05	%	10/25/2048		390,505
Total Mortgage Backed Securities (Cost $95,253,614)								96,915,565

Asset Backed Securities — 24.9%
	320,000	American Homes 4 Rent, Series 2015-SFR1 D^		4.41	%	04/18/2052		334,842
	727,581	California Street CLO XII, Ltd., Series 2013-12A AR (3 Month LIBOR USD + 1.03%)^		3.03	%	10/15/2025		727,661
	600,000	CCG Receivables Trust, Series 2019-1 B^		3.22	%	09/14/2026		612,185
	1,375,000	CIFC Funding, Ltd., Series 2012-2RA B (3 Month LIBOR USD + 1.55%)^		3.52	%	01/20/2028		1,350,897
	1,000,000	Dell Equipment Finance Trust, Series 2018-1 C^		3.53	%	06/22/2023		1,015,464
	750,000	Dell Equipment Finance Trust, Series 2018-2 D^		3.97	%	10/22/2024		770,898
	1,250,000	Dell Equipment Finance Trust, Series 2019-1 D^		3.45	%	03/24/2025		1,269,498
	1,089,964	DLL LLC, Series 2019-DA1 A2^		2.79	%	11/22/2021		1,093,493
	1,100,000	Drive Auto Receivables Trust, Series 2018-2 D		4.14	%	08/15/2024		1,122,630
	700,000	Drive Auto Receivables Trust, Series 2018-3 D		4.30	%	09/16/2024		718,202
	1,000,000	Drive Auto Receivables Trust, Series 2019-3 D		3.18	%	10/15/2026		1,015,183
	1,000,000	DT Auto Owner Trust, Series 2018-3A D^		4.19	%	07/15/2024		1,029,468
	1,000,000	DT Auto Owner Trust, Series 2019-2A C^		3.18	%	02/18/2025		1,012,820
	500,000	DT Auto Owner Trust, Series 2019-2A D^		3.48	%	02/18/2025		507,869
	1,250,000	DT Auto Owner Trust, Series 2019-3A D^		2.96	%	04/15/2025		1,251,632
	1,500,000	DT Auto Owner Trust, Series 2018-2A E^		5.54	%	06/16/2025		1,566,755
	1,750,000	DT Auto Owner Trust, Series 2019-4A D^		2.85	%	07/15/2025		1,752,484
	1,250,000	Emerson Park CLO, Ltd., Series 2013-1A C1R (3 Month LIBOR USD + 2.15%)^		4.15	%	07/15/2025		1,250,547
	1,000,000	Exeter Automobile Receivables Trust, Series 2018-2A E^		5.33	%	05/15/2025		1,041,371
	1,500,000	Exeter Automobile Receivables Trust, Series 2019-3A D^		3.11	%	08/15/2025		1,512,578
	2,800,000	Exeter Automobile Receivables Trust 2019-2, Series 2019-2A D^		3.71	%	03/17/2025		2,871,455
	398,333	Federal Express Corp., Series 1998-1		6.72	%	07/15/2023		414,045
	2,000,000	GoldenTree Loan Opportunities XI, Ltd., Series 2015-11A AR2 (3 Month LIBOR USD + 1.07%)^		3.07	%	01/21/2031		1,996,107
	500,000	Great American Auto Leasing, Inc., Series 2019-1 B^		3.37	%	02/18/2025		513,249
	500,000	Great American Auto Leasing, Inc., Series 2019-1 C^		3.54	%	02/17/2026		513,140
	300,000	GreatAmerica Leasing Receivables Funding LLC, Series 2018-1 C^		3.14	%	06/16/2025		304,478
	500,000	Grippen Park CLO, Ltd., Series 2017-1A C (3 Month LIBOR USD + 2.30%)^		4.27	%	01/20/2030		504,056
	500,000	HPEFS Equipment Trust, Series 2019-1A D^		2.72	%	09/20/2029		500,576
	1,380,000	Invitation Homes Trust, Series 2017-SFR2 B (1 Month LIBOR USD + 1.15%)^		2.89	%	12/19/2036		1,379,869
	1,200,000	Invitation Homes Trust, Series 2017-SFR2 C (1 Month LIBOR USD + 1.45%)^		3.19	%	12/19/2036		1,202,209
	998,535	Invitation Homes Trust, Series 2017-SFR2 D (1 Month LIBOR USD + 1.80%)^		3.54	%	12/19/2036		1,001,367
	2,200,000	Invitation Homes Trust, Series 2018-SFR1 C (1 Month LIBOR USD + 1.25%)^		2.99	%	03/19/2037		2,197,732
	999,863	Invitation Homes Trust, Series 2018-SFR1 E (1 Month LIBOR USD + 2.00%)^		3.74	%	03/19/2037		1,002,321
	1,000,000	Invitation Homes Trust, Series 2018-SFR2 B (1 Month LIBOR USD + 1.08%)^		2.82	%	06/18/2037		995,362
	1,500,000	Invitation Homes Trust, Series 2017-SFR2 D (1 Month LIBOR USD + 1.45%)^		3.19	%	06/18/2037		1,504,155
	2,750,000	Madison Park Funding XII, Ltd., Series 2014-12A CR (3 Month LIBOR USD + 2.35%)^		4.32	%	07/20/2026		2,757,595
	750,000	Madison Park Funding XV, Ltd., Series 2014-15A A2R (3 Month LIBOR USD + 1.50%)^		3.44	%	01/27/2026		750,068
	2,100,000	Madison Park Funding XVI, Ltd., Series 2015-16A A2R (3 Month LIBOR USD + 1.90%)^		3.87	%	04/20/2026		2,100,262
	750,000	Madison Park Funding XVII, Ltd., Series 2015-17A B1R (3 Month LIBOR USD + 1.75%)^		3.72	%	07/21/2030		752,119
	625,000	Madison Park Funding XVII, Ltd., Series 2015-17A CR (3 Month LIBOR USD + 2.40%)^		4.37	%	07/22/2030		625,315
	750,000	Magnetite XVI, Ltd., Series 2015-16A C2R (3 Month LIBOR USD + 1.60%)^		3.60	%	01/18/2028		740,515
	2,000,000	Neuberger Berman Loan Advisers CLO, Ltd., Series 2017-26A A (3 Month LIBOR USD + 1.17%)^		3.17	%	10/18/2030		2,000,003
	410,563	Newtek Small Business Loan Trust, Series 2018-1 A (1 Month LIBOR USD + 1.70%)^		3.41	%	02/25/2044		411,330
	750,000	Octagon Investment Partners 25, Ltd., Series 2015-1A AR (3 Month LIBOR USD + 0.80%)^		2.77	%	10/20/2026		748,907
	750,000	Octagon Investment Partners 25, Ltd., Series 2015-1A BR (3 Month LIBOR USD + 1.20%)^		3.17	%	10/20/2026		743,489
	2,000,000	Octagon Investment Partners 36, Ltd., Series 2018-1A A1 (3 Month LIBOR USD + 0.97%)^		2.97	%	04/15/2031		1,981,592
	1,000,000	Octagon Investment Partners XIX, Ltd., Series 2014-1A CR (3 Month LIBOR USD + 2.10%)^		4.10	%	04/15/2026		1,000,048
	1,500,000	Octagon Investment Partners XXIII, Ltd., Series 2015-1A CR (3 Month LIBOR USD + 1.85%)^		3.85	%	07/15/2027		1,476,188
	1,125,000	OHA Credit Partners IX, Ltd., Series 2013-9A B1R (3 Month LIBOR USD + 1.46%)^		3.43	%	10/20/2025		1,125,198
	250,000	Oportun Funding IX LLC, Series 2018-B B^		4.50	%	07/08/2024		253,730

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

www.brownadvisory.com/mf

Brown Advisory Total Return Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Par
	Value/Shares		Security Description	Rate			Maturity	Value $
Asset Backed Securities — 24.9% (Continued)
		325,000	Oportun Funding VII LLC, Series 2017-B B^		4.26	%	10/10/2023		327,119
		1,000,000	Oportun Funding VII LLC, Series 2017-B C^		5.29	%	10/10/2023		1,004,738
		1,000,000	Oportun Funding VIII LLC, Series 2018-A B^		4.45	%	03/08/2024		1,012,194
		500,000	Oportun Funding VIII LLC, Series 2018-A C^		5.09	%	03/08/2024		504,890
		1,100,000	Oportun Funding X LLC, Series 2018-C A^		4.10	%	10/08/2024		1,129,873
		400,000	Oportun Funding X LLC, Series 2018-C B^		4.59	%	10/08/2024		413,560
		1,000,000	OZLM XIII, Ltd., Series 2015-13A A2R (3 Month LIBOR USD + 1.65%)^		3.59	%	07/30/2027		984,959
		500,000	OZLM XV, Ltd., Series 2016-15A A2A (3 Month LIBOR USD + 2.10%)^		4.07	%	01/22/2029		500,184
		500,000	Prestige Auto Receivables Trust, Series 2017-1A D^		3.61	%	10/16/2023		506,570
		1,000,000	Prestige Auto Receivables Trust, Series 2019-1A D^		3.01	%	08/15/2025		1,007,913
		529,002	Progress Residential Trust, Series 2015-SFR3 A^		3.07	%	11/15/2032		528,454
		930,593	Progress Residential Trust, Series 2017-SFR1 A^		2.77	%	08/17/2034		932,274
		1,000,000	Progress Residential Trust, Series 2017-SFR1 D^		3.57	%	08/17/2034		1,006,874
		750,000	Progress Residential Trust, Series 2017-SFR2 C^		3.40	%	12/19/2034		750,789
		850,000	Progress Residential Trust, Series 2018-SFR1 B^		3.48	%	03/17/2035		853,259
		1,140,612	Progress Residential Trust, Series 2018-SFR1 A^		3.26	%	03/19/2035		1,147,427
		1,310,000	Santander Drive Auto Receivables Trust, Series 2018-3 D		4.07	%	08/15/2024		1,344,946
		550,000	Santander Drive Auto Receivables Trust, Series 2019-2 D		3.22	%	07/15/2025		561,338
		790,000	Santander Drive Auto Receivables Trust, Series 2019-3 D		2.68	%	10/15/2025		787,607
		621,948	Seneca Park CLO, Ltd., Series 2014-1A AR (3 Month LIBOR USD + 1.12%)^		3.12	%	07/17/2026		622,058
		23,348	Sierra Timeshare Receivables Funding LLC, Series 2015-3A A^		2.58	%	09/20/2032		23,388
		750,000	Sound Point CLO XIV, Ltd., Series 2016-3A C (3 Month LIBOR USD + 2.65%)^		4.58	%	01/23/2029		739,746
		127,798	Southwest Airlines Co., Series 2007-1		6.15	%	02/01/2024		134,788
		1,000,000	Tesla Auto Lease Trust, Series 2018-B B^		4.12	%	10/20/2021		1,022,502
		1,250,000	Treman Park CLO, Ltd., Series 2015-1A ARR (3 Month LIBOR USD + 1.07%)^		3.04	%	10/20/2028		1,249,989
		500,000	United Auto Credit Securitization Trust, Series 2019-1 B^		3.03	%	04/10/2024		503,310
		1,125,000	United Auto Credit Securitization Trust, Series 2019-1 D^		3.47	%	08/12/2024		1,137,322
		1,000,000	Voya CLO, Ltd., Series 2019 1A C (3 Month LIBOR USD + 2.35%)^		4.35	%	04/16/2029		989,495
		688,010	Westgate Resorts LLC, Series 2018-1A C^		4.10	%	12/20/2031		695,079
		1,260,000	Westlake Automobile Receivables Trust, Series 2018-2A D^		4.00	%	01/16/2024		1,289,251
		835,000	Westlake Automobile Receivables Trust, Series 2019-2A C^		2.84	%	07/15/2024		840,917
		1,000,000	Westlake Automobile Receivables Trust, Series 2019-2A D^		3.20	%	11/15/2024		1,012,808
		2,250,000	Westlake Automobile Receivables Trust 2019-3, Series 2019-3A D^		2.72	%	11/15/2024		2,249,351
Total Asset Backed Securities (Cost $82,764,310)									83,137,929

U.S. Treasury Notes — 8.7%
		10,000,000	United States Treasury Note		1.38	%	02/29/2020		9,995,507
		6,000,000	United States Treasury Note		1.50	%	09/30/2021		5,991,797
		13,000,000	United States Treasury Note		1.63	%	11/15/2022		13,011,426
Total U.S. Treasury Notes (Cost $28,983,886)									28,998,730

Municipal Bonds — 2.7%
		230,000	American Municipal Power, Inc.		6.05	%	02/15/2043		319,670
		3,500,000	District of Columbia#		4.64	%	08/01/2038		3,500,000
		250,000	District of Columbia#		4.95	%	08/01/2038		250,000
		1,200,000	Health Care Authority for Baptist Health		5.50	%	11/15/2043		1,499,460
		800,000	North Texas Tollway Authority		8.91	%	02/01/2030		804,456
		2,000,000	Oregon Health & Science University		3.00	%	07/01/2032		2,006,540
		655,000	San Francisco Bay Area Rapid Transit District		3.15	%	08/01/2037		662,362
Total Municipal Bonds (Cost $8,571,214)									9,042,488

Preferred Stocks — 0.2%
		19,576	AGNC Investment Corp., Series C, 7.00% (Fixed until 10/15/2022, then 3 Month LIBOR + 5.11%)						507,997
		10,000	Annaly Capital Management, Inc., Series G, 6.50% (Fixed until 03/31/2023, then 3 Month LIBOR + 4.17%)						252,500
Total Preferred Stocks (Cost $745,293)									760,497

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

www.brownadvisory.com/mf

Brown Advisory Total Return Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Par
	Value/Shares		Security Description	Value $
Short-Term Investments — 1.7%

Money Market Funds — 1.2%
		4,079,314	First American Government Obligations Fund — Class Z, 1.47%*		4,079,314
U.S. Treasury Bills — 0.5%
		1,550,000	United States Treasury Bill, 1.75%†		1,549,925
Total Short-Term Investments (Cost $5,629,239)					5,629,239
Total Investments — 98.0% (Cost $321,271,044)					326,769,084
Other Assets in Excess of Liabilities — 2.0%					6,501,848
NET ASSETS — 100.0%				$	333,270,932

#		Variable rate security. Rate disclosed is as of the date of this report.
^		Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.
~		Interest Only Security
*		Annualized seven-day yield as of the date of this report.
†		This security is pledged as collateral in connection with open futures contracts. Rate disclosed is yield to maturity as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Corporate Bonds & Notes	30.7	%
Mortgage Backed Securities	29.1	%
Asset Backed Securities	24.9	%
U.S. Treasury Notes	8.7	%
Municipal Bonds	2.7	%
Money Market Funds	1.2	%
U.S. Treasury Bills	0.5	%
Preferred Stocks	0.2	%
Other Assets and Liabilities	2.0	%
	100.0	%

Futures Contracts — Long (Note 6)

				Notional		Notional		Unrealized Appreciation
Issue	Contracts		Expiration Date	Amount		Value		(Depreciation)
U.S. Treasury 2-Year Note Futures		140	03/31/2020	$	30,199,084	$	30,170,000	$	(29,084	)
U.S. Treasury 5-Year Note Futures		316	03/31/2020		37,625,226		37,480,563		(144,663	)
U.S. Treasury 10-Year Note Futures		49	03/20/2020		6,348,030		6,292,672		(55,358	)
U.S. Treasury 10-Year Ultra Note Futures		217	03/20/2020		30,899,800		30,532,578		(367,222	)
U.S. Treasury Long Bond Futures		122	03/20/2020		19,390,009		19,020,562		(369,447	)
U.S. Treasury Ultra Bond Futures		118	03/20/2020		21,993,887		21,435,438		(558,449	)
				$	146,456,036	$	144,931,813	$	(1,524,223	)

There is no variation margin due to or from the Fund as of the date of this report.

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

www.brownadvisory.com/mf

Brown Advisory Strategic Bond Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory Strategic Bond Fund – Investor Shares (the “Fund”) increased 2.55% in value. During the same period, the ICE BofAML 0-3 Month US Treasury Bill Index (the “Index), the Fund’s primary benchmark, increased 0.98%. The Fund also outperformed the 2.45% return of its secondary benchmark, the Bloomberg Barclays US Aggregate Bond Index.

Credit continued to perform well in the second half of calendar 2019. Nearly the entire period was characterized by strong overall performance of both rates and credit instruments. However, the path was not straight. Rates did bottom toward the beginning of September and gradually rose through December. And after underperforming for several months, lower-rated bonds began rallying into calendar year-end. The Fund’s attractive yield, the performance of its credit instruments, in particular corporate high yield bonds, and the low duration helped deliver the outperformance and the stability throughout the first six months of the fiscal year.

The Fund’s strategy is founded upon deep credit research that in turn feeds our proprietary, factor-based risk pricing models. We believe that this is a process that helps us to consistently identify individual securities offering the best risk-adjusted return. We analyze investment ideas using rigorous underwriting standards and fundamental analysis to identify, assess, and price a bond’s risks. Our methodology allows us to compare the relative value of bonds across multiple sectors, using our process to adjust for both the impairment risk and interest rate risk. This thereby helps drive our capital allocation decisions from the bottom-up. Idiosyncratic risks are mitigated by the strict application of a sizing model focused on a bond’s estimated downside.

The Fund attempts to mitigate duration risks in order to reduce its correlation to general interest rate movements. As such, the Fund has been managed with a duration of just over 1.0 over the past six months. As we have previously stated, we are not attempting to generate meaningful alpha by making a bet on the direction of interest rates. Instead, we aim to keep our sensitivity to interest rates low by buying shorter-dated bonds, using hedges such as Treasury futures, and by purchasing floating rate instruments. Floating rate debt comprised approximately 55% of Fund assets at period-end.

The Fund’s gain over the first six months was driven mainly by income, with a slight gain in principal due to the strong market and individual bond selection. Our average exposure to corporates fell slightly during the period, but did fluctuate intra-period. We added to high yield in the July through August time frame when we were able to identify value in the new issue market. We subsequently paired high yield exposure back as spreads tightened into calendar year end. That said, we ended the period with over 20% exposure to high yield, and this was the largest contributor to performance. The Fund’s exposure to investment grade-rated corporate bonds averaged in mid- to high-single digits and declined slightly throughout the period as we allocated to sectors with better relative value. Corporate bonds were the best performing sector in the six months ended December 31, 2019, returning roughly 5% over that period.

Structured products continue to comprise the majority of our holdings, but the composition thereof evolves based on relative value. Beginning in August, we began increasing our exposure to credit risk transfer securities (CRTs), also known as GSE risk-sharing securities. These are notes sold by Freddie Mac and Fannie Mae that are designed to share the risk of loss in agency-backed residential mortgage pools. We began building this opportunistic position in August and continued throughout the period following the meaningful drop in interest rates that began in earnest in May. As rates fell precipitously, investors began to price in much higher prepayment speeds in the underlying residential mortgages in anticipation of heavier refinancing activity. Most of these bonds had been trading at very high dollar prices, which fell drastically to levels that we believed offered compelling relative value at reasonable prepayment assumptions. Our allocation to this sector rose to over 10% into December and was the second-best performing sector in the period. We funded this trade by selling low-yielding investment grade corporate bonds and by allowing for attrition in our CLO and auto ABS allocations. All of our structured finance allocations generated positive returns of between 1.7% and 3.2% over the past six months. We continue to believe that structured products are instrumental in helping us improve the overall credit quality of the portfolio, enhance returns, reduce duration, and provide diversification.

www.brownadvisory.com/mf

Brown Advisory Strategic Bond Fund

A Message to Our Shareholders

December 31, 2019

Our investment process is focused on maximizing risk-adjusted return through the disciplined application of a deep due diligence process and proprietary risk pricing models designed to optimize capital allocation decisions. Our process is designed to facilitate consistently better decision-making, grounded in our thorough understanding of each investment’s cash flow profile, liquidity, structural terms, and enterprise value coverage. We believe that adhering to this process can continue to add value whether credit is widening or tightening, and should be a key driver of outperformance through market and business cycles.

Sincerely,

Robert H. Snyder

Co-Portfolio Manager

Thomas D.D. Graff, CFA

Co-Portfolio Manager

Past performance is not a guarantee of future results. Mutual fund investing involves risk. Principal loss is possible. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. Investments in lower-rated and nonrated securities present a greater risk of loss to principal and interest than higher-rated securities. Municipal securities are subject to adverse political or economic factors, including changes in the tax law. Inflation-indexed bonds see the principal value of the security increased as the Consumer Price Index increases. Should the Consumer Price Index decline, those securities should be adversely impacted. A non-diversified fund may concentrate its assets in fewer individual holdings than a diversified fund. Therefore, a non-diversified fund is more exposed to individual stock volatility than a diversified fund. The fund may make short sales of securities, which involve the risk that losses in a security may exceed the original amount invested in that security. The risks of investments in derivatives, including options on futures contracts and options on futures contracts include imperfect correlation between the value of these instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions; and risks that the derivative transactions may not be liquid. Income from tax-exempt securities may be subject to state and local taxes and a portion of income may be subject to the federal alternative minimum tax for certain investors. Bond ratings are grades given to bonds that indicate their credit quality as determined by a private independent rating service such as Standard & Poor’s. The firm evaluates a bond issuer’s financial strength, or its ability to pay a bond’s principal and interest in a timely fashion. Ratings are expressed as letters ranging from ‘AAA’, which is the highest grade, to ‘D’, which is the lowest grade. In limited situations when the rating agency has not issued a formal rating, the Adviser will classify the security as non-rated.

Diversification does not assure a profit or protect against loss in a declining market.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Strategic Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Asset Backed Securities — 38.9%
	225,000	AmeriCredit Automobile Receivables Trust, Series 2017-3 D		3.18	%	07/18/2023		228,634
	1,000,000	Apidos CLO XVI, Series 2013-16A CR (3 Month LIBOR USD + 3.00%)^		4.97	%	01/21/2025		1,000,906
	2,000,000	Carlyle Global Market Strategies CLO, Ltd., Series 2013-4A A1RR (3 Month LIBOR USD + 1.00%)^		3.00	%	01/15/2031		1,982,910
	2,000,000	Carlyle US CLO, Ltd., Series 2017-2A A1B (3 Month LIBOR USD + 1.22%)^		3.19	%	07/21/2031		1,997,328
	1,000,000	CBAM, Ltd., Series 2017-1A B (3 Month LIBOR USD + 1.80%)^		3.77	%	07/22/2030		1,000,067
	636,000	CCG Receivables Trust, Series 2019-1 B^		3.22	%	09/14/2026		648,916
	1,375,000	CIFC Funding, Ltd., Series 2012-2RA B (3 Month LIBOR USD + 1.55%)^		3.52	%	01/20/2028		1,350,897
	750,000	Dell Equipment Finance Trust, Series 2018-2 D^		3.97	%	10/22/2024		770,898
	1,250,000	Dell Equipment Finance Trust, Series 2019-1 D^		3.45	%	03/24/2025		1,269,498
	2,025,000	Drive Auto Receivables Trust, Series 2018-2 D		4.14	%	08/15/2024		2,066,660
	700,000	Drive Auto Receivables Trust, Series 2018-3 D		4.30	%	09/16/2024		718,203
	1,000,000	Drive Auto Receivables Trust, Series 2019-3 D		3.18	%	10/15/2026		1,015,183
	1,000,000	DT Auto Owner Trust, Series 2018-3A D^		4.19	%	07/15/2024		1,029,468
	500,000	DT Auto Owner Trust, Series 2019-2A D^		3.48	%	02/18/2025		507,869
	1,500,000	DT Auto Owner Trust, Series 2018-2A E^		5.54	%	06/16/2025		1,566,755
	1,000,000	DT Auto Owner Trust, Series 2019-2A E^		4.46	%	05/15/2026		1,021,913
	1,550,000	Emerson Park CLO, Ltd., Series 2013-1A C1R (3 Month LIBOR USD + 2.15%)^		4.15	%	07/15/2025		1,550,678
	2,150,000	Exeter Automobile Receivables Trust, Series 2018-1A E^		4.64	%	10/15/2024		2,200,354
	1,062,000	Exeter Automobile Receivables Trust, Series 2018-2A E^		5.33	%	05/15/2025		1,105,936
	265,555	Federal Express Corp., Series 1998-1		6.72	%	07/15/2023		276,030
	1,000,000	GoldenTree Loan Management CLO, Ltd., Series 2017-1A C (3 Month LIBOR USD + 2.20%)^		4.17	%	04/20/2029		992,781
	2,000,000	GoldenTree Loan Opportunities XI, Ltd., Series 2015-11A AR2 (3 Month LIBOR USD + 1.07%)^		3.07	%	01/21/2031		1,996,107
	300,000	GreatAmerica Leasing Receivables Funding LLC, Series 2018-1 C^		3.14	%	06/16/2025		304,478
	1,000,000	Grippen Park CLO, Ltd., Series 2017-1A C (3 Month LIBOR USD + 2.30%)^		4.27	%	01/20/2030		1,008,113
	1,975,000	Highbridge Loan Management, Ltd., Series 2013-2A A2R (3 Month LIBOR USD + 1.63%)^		3.59	%	10/20/2029		1,963,622
	300,000	Invitation Homes Trust, Series 2017-SFR2 B (1 Month LIBOR USD + 1.15%)^		2.89	%	12/19/2036		299,971
	1,200,000	Invitation Homes Trust, Series 2017-SFR2 C (1 Month LIBOR USD + 1.45%)^		3.19	%	12/19/2036		1,202,209
	1,388,962	Invitation Homes Trust, Series 2017-SFR2 D (1 Month LIBOR USD + 1.80%)^		3.54	%	12/19/2036		1,392,901
	1,200,000	Invitation Homes Trust, Series 2018-SFR1 C (1 Month LIBOR USD + 1.25%)^		2.99	%	03/19/2037		1,198,763
	999,863	Invitation Homes Trust, Series 2018-SFR1 E (1 Month LIBOR USD + 2.00%)^		3.74	%	03/19/2037		1,002,321
	500,000	Invitation Homes Trust, Series 2018-SFR2 B (1 Month LIBOR USD + 1.08%)^		2.82	%	06/18/2037		497,681
	1,400,000	Invitation Homes Trust, Series 2017-SFR2 D (1 Month LIBOR USD + 1.45%)^		3.19	%	06/18/2037		1,403,878
	930,000	LCM XXV, Ltd., Series 2017-25A C2 (3 Month LIBOR USD + 2.30%)^		4.27	%	07/22/2030		905,187
	2,750,000	Madison Park Funding XII, Ltd., Series 2014-12A CR (3 Month LIBOR USD + 2.35%)^		4.32	%	07/20/2026		2,757,595
	750,000	Madison Park Funding XV, Ltd., Series 2014-15A A2R (3 Month LIBOR USD + 1.50%)^		3.44	%	01/27/2026		750,068
	2,200,000	Madison Park Funding XVI, Ltd., Series 2015-16A A2R (3 Month LIBOR USD + 1.90%)^		3.87	%	04/20/2026		2,200,275
	2,000,000	Madison Park Funding XVI, Ltd., Series 2015-16A C (3 Month LIBOR USD + 3.70%)^		5.67	%	04/20/2026		2,006,577
	750,000	Madison Park Funding XVII, Ltd., Series 2015-17A B1R (3 Month LIBOR USD + 1.75%)^		3.72	%	07/21/2030		752,119
	700,000	Madison Park Funding XVII, Ltd., Series 2015-17A CR (3 Month LIBOR USD + 2.40%)^		4.37	%	07/22/2030		700,353
	1,000,000	Madison Park Funding XXV, Ltd., Series 2017-25A B (3 Month LIBOR USD + 2.35%)^		4.29	%	04/25/2029		997,949
	750,000	Magnetite XVI, Ltd., Series 2015-16A C2R (3 Month LIBOR USD + 1.60%)^		3.60	%	01/18/2028		740,515
	2,000,000	Neuberger Berman Loan Advisers CLO, Ltd., Series 2017-26A A (3 Month LIBOR USD + 1.17%)^		3.17	%	10/18/2030		2,000,003
	410,563	Newtek Small Business Loan Trust, Series 2018-1 A (1 Month LIBOR USD + 1.70%)^		3.41	%	02/25/2044		411,330
	750,000	Octagon Investment Partners 25, Ltd., Series 2015-1A AR (3 Month LIBOR USD + 0.80%)^		2.77	%	10/20/2026		748,907
	750,000	Octagon Investment Partners 25, Ltd., Series 2015-1A BR (3 Month LIBOR USD + 1.20%)^		3.17	%	10/20/2026		743,489
	2,000,000	Octagon Investment Partners 36, Ltd., Series 2018-1A A1 (3 Month LIBOR USD + 0.97%)^		2.97	%	04/15/2031		1,981,592
	2,000,000	Octagon Investment Partners XIX, Ltd., Series 2014-1A CR (3 Month LIBOR USD + 2.10%)^		4.10	%	04/15/2026		2,000,096
	1,500,000	Octagon Investment Partners XXIII, Ltd., Series 2015-1A CR (3 Month LIBOR USD + 1.85%)^		3.85	%	07/15/2027		1,476,188
	1,125,000	OHA Credit Partners IX, Ltd., Series 2013-9A B1R (3 Month LIBOR USD + 1.46%)^		3.43	%	10/20/2025		1,125,198
	750,000	OHA Credit Partners IX, Ltd., Series 2013-9A DR (3 Month LIBOR USD + 3.30%)^		5.27	%	10/20/2025		750,641
	250,000	Oportun Funding IX LLC, Series 2018-B B^		4.50	%	07/08/2024		253,730
	325,000	Oportun Funding VII LLC, Series 2017-B B^		4.26	%	10/10/2023		327,119
	1,000,000	Oportun Funding VII LLC, Series 2017-B C^		5.29	%	10/10/2023		1,004,738
	1,000,000	Oportun Funding VIII LLC, Series 2018-A B^		4.45	%	03/08/2024		1,012,194
	500,000	Oportun Funding VIII LLC, Series 2018-A C^		5.09	%	03/08/2024		504,890
	1,500,000	Oportun Funding X LLC, Series 2018-C A^		4.10	%	10/08/2024		1,540,736

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

www.brownadvisory.com/mf

Brown Advisory Strategic Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Par Value		Security Description	Rate			Maturity	Value $
Asset Backed Securities — 38.9% (Continued)
		400,000	Oportun Funding X LLC, Series 2018-C B^		4.59	%	10/08/2024		413,560
		206,029	OSCAR U.S. Funding Trust VII LLC, Series 2017-2A A3^		2.45	%	12/10/2021		206,307
		99,405	OSCAR U.S. Funding Trust VIII LLC, Series 2018-1A A2B (1 Month LIBOR USD + 0.49%)^		2.21	%	04/12/2021		99,438
		1,000,000	OZLM XIII, Ltd., Series 2015-13A A2R (3 Month LIBOR USD + 1.65%)^		3.59	%	07/30/2027		984,959
		500,000	OZLM XV, Ltd., Series 2016-15A A2A (3 Month LIBOR USD + 2.10%)^		4.07	%	01/22/2029		500,184
		900,000	Palmer Square Loan Funding, Ltd., Series 2017-1A B (3 Month LIBOR USD + 1.70%)^		3.70	%	10/15/2025		900,015
		1,000,000	Palmer Square Loan Funding, Ltd., Series 2019-3A C (3 Month LIBOR USD + 3.40%)^		5.30	%	08/20/2027		1,004,971
		500,000	Prestige Auto Receivables Trust, Series 2017-1A D^		3.61	%	10/16/2023		506,570
		740,000	Prestige Auto Receivables Trust, Series 2019-1A C^		2.70	%	10/15/2024		744,730
		400,699	Progress Residential Trust, Series 2015-SFR3 A^		3.07	%	11/15/2032		400,284
		1,000,000	Progress Residential Trust, Series 2017-SFR1 D^		3.57	%	08/17/2034		1,006,874
		800,000	Progress Residential Trust, Series 2017-SFR2 D^		3.60	%	12/19/2034		801,508
		850,000	Progress Residential Trust, Series 2018-SFR1 B^		3.48	%	03/17/2035		853,259
		998,785	Progress Residential Trust, Series 2018-SFR1 A^		3.26	%	03/19/2035		1,004,753
		550,000	Santander Drive Auto Receivables Trust, Series 2019-2 D		3.22	%	07/15/2025		561,338
		639,952	Seneca Park CLO, Ltd., Series 2014-1A AR (3 Month LIBOR USD + 1.12%)^		3.12	%	07/17/2026		640,065
		23,348	Sierra Timeshare Receivables Funding LLC, Series 2015-3A A^		2.58	%	09/20/2032		23,388
		1,750,000	Sound Point CLO XI, Ltd., Series 2016-1A CR (3 Month LIBOR USD + 2.25%)^		4.22	%	07/20/2028		1,749,969
		750,000	Sound Point CLO XIV, Ltd., Series 2016-3A C (3 Month LIBOR USD + 2.65%)^		4.58	%	01/23/2029		739,746
		180,846	Southwest Airlines Co., Series 2007-1		6.15	%	02/01/2024		190,738
		2,000,000	Treman Park CLO, Ltd., Series 2015-1A ARR (3 Month LIBOR USD + 1.07%)^		3.04	%	10/20/2028		1,999,982
		975,000	United Auto Credit Securitization Trust, Series 2019-1 C^		3.16	%	08/12/2024		982,587
		1,125,000	United Auto Credit Securitization Trust, Series 2019-1 D^		3.47	%	08/12/2024		1,137,322
		1,000,000	Voya CLO, Ltd., Series 2019 1A C (3 Month LIBOR USD + 2.35%)^		4.35	%	04/16/2029		989,495
		1,500,000	Voya CLO, Ltd., Series 2013-1A A2R (3 Month LIBOR USD + 1.55%)^		3.55	%	10/15/2030		1,483,779
		688,010	Westgate Resorts LLC, Series 2018-1A C^		4.10	%	12/20/2031		695,079
		1,300,000	Westlake Automobile Receivables Trust, Series 2019-2A E^		4.02	%	04/15/2025		1,307,676
Total Asset Backed Securities (Cost $85,997,904)									86,191,993

Mortgage Backed Securities — 29.2%
		400,000	BAMLL Commercial Mortgage Securities Trust,
			Series 2018-DSNY C (1 Month LIBOR USD + 1.35%)^		3.09	%	09/15/2034		399,437
		1,410,000	BAMLL Commercial Mortgage Securities Trust,
			Series 2018-DSNY D (1 Month LIBOR USD + 1.70%)^		3.44	%	09/15/2034		1,414,282
		2,483,000	BAMLL Commercial Mortgage Securities Trust,
			Series 2019-RLJ D (1 Month LIBOR USD + 1.95%)^		3.69	%	04/15/2036		2,492,024
		400,000	BBCMS Mortgage Trust, Series 2018-TALL C (1 Month LIBOR USD + 1.12%)^		2.86	%	03/16/2037		398,694
		350,000	BX Commercial Mortgage Trust, Series 2018-IND B (1 Month LIBOR USD + 0.90%)^		2.64	%	11/15/2035		350,108
		1,400,000	BX Commercial Mortgage Trust, Series 2018-IND D (1 Month LIBOR USD + 1.30%)^		3.04	%	11/15/2035		1,401,747
		2,160,000	BX Commercial Mortgage Trust, Series 2019-XL F (1 Month LIBOR USD + 2.00%)^		3.74	%	10/15/2036		2,164,271
		2,283,858	CGDBB Commercial Mortgage Trust, Series 2017-BIOC D (1 Month LIBOR USD + 1.60%)^		3.34	%	07/15/2032		2,287,388
		2,283,858	CGDBB Commercial Mortgage Trust, Series 2017-BIOC E (1 Month LIBOR USD + 2.15%)^		3.89	%	07/15/2032		2,280,928
		1,000,000	CORE Mortgage Trust, Series 2019-CORE D (1 Month LIBOR USD + 1.65%)^		3.39	%	12/15/2031		1,000,449
		2,000,000	CSMC, Series 2019-ICE4 E (1 Month LIBOR USD + 2.15%)^		3.89	%	05/15/2036		2,005,830
		2,000,000	DBGS Mortgage Trust, Series 2018-C1 7EA^		4.64	%	10/17/2051		2,083,579
		804,123	FHLMC REMIC, Series 4107 LI~		3.00	%	08/15/2027		123,136
		1,303,367	FHLMC REMIC, Series 4143 IA~		3.50	%	09/15/2042		137,060
		335,000	FHLMC SCRTT, Series 2016-1 M1#^		3.00	%	09/25/2055		329,137
		983,415	FHLMC STACR, Series 2013-DN2 M2 (1 Month LIBOR USD + 4.25%)		6.04	%	11/27/2023		1,060,583
		685,063	FHLMC STACR, Series 2014-DN1 M2 (1 Month LIBOR USD + 2.20%)		3.99	%	02/26/2024		692,683
		649,104	FHLMC STACR, Series 2014-DN3 M3 (1 Month LIBOR USD + 4.00%)		5.79	%	08/26/2024		692,116
		1,125,000	FHLMC STACR, Series 2015-HQA2 M3 (1 Month LIBOR USD + 4.80%)		6.59	%	05/25/2028		1,214,185
		1,000,000	FHLMC STACR, Series 2016-DNA3 M3 (1 Month LIBOR USD + 5.00%)		6.79	%	12/26/2028		1,091,235
		1,500,000	FHLMC STACR, Series 2016-DNA4 M3 (1 Month LIBOR USD + 3.80%)		5.59	%	03/25/2029		1,596,927
		490,879	FHLMC STACR, Series 2016-HQA3 M2 (1 Month LIBOR USD + 1.35%)		3.14	%	03/26/2029		492,820
		1,500,000	FHLMC STACR, Series 2017-DNA1 M2 (1 Month LIBOR USD + 3.25%)		5.04	%	07/25/2029		1,577,957
		1,000,000	FHLMC STACR, Series 2017-HQA1 M2 (1 Month LIBOR USD + 3.55%)		5.34	%	08/27/2029		1,051,168

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

www.brownadvisory.com/mf

Brown Advisory Strategic Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity		Value $
Mortgage Backed Securities — 29.2% (Continued)
	1,000,000	FHLMC STACR, Series 2017-DNA2 M2 (1 Month LIBOR USD + 3.45%)		5.24	%	10/25/2029			1,066,228
	1,515,501	FHLMC STACR, Series 2017-HQA3 M2 (1 Month LIBOR USD + 2.35%)		4.14	%	04/25/2030			1,542,766
	4,073,822	FHMS, Series K-021 X1#~		1.43	%	06/25/2022			122,094
	1,966,202	FHMS, Series K-721 X1#~		0.33	%	08/25/2022			15,407
	2,479,808	FHMS, Series K-023 X1#~		1.24	%	08/25/2022			69,143
	2,352,172	FHMS, Series K-722 X1#~		1.31	%	03/25/2023			79,256
	10,295,927	FHMS, Series K-C02 X1#~		0.37	%	03/25/2024			155,727
	4,513,836	FHMS, Series K-038 X1#~		1.13	%	03/25/2024			180,107
	8,000,000	FHMS, Series K-C06 X1#~		0.90	%	06/25/2025			348,205
	10,393,953	FHMS, Series K-734 X1#~		0.65	%	02/25/2026			359,965
	6,997,228	FHMS, Series K-735 X1#~		0.97	%	05/25/2026			376,973
	8,499,333	FHMS, Series K-736 X1#~		1.31	%	07/25/2026			607,100
	672,519	FHMS, Series K-058 X1#~		0.93	%	08/25/2026			35,456
	3,000,000	FHMS, Series K-C04 X1#~		1.25	%	12/25/2026			194,672
	1,381,459	FHMS, Series K-W03 X1#~		0.84	%	06/25/2027			66,259
	7,499,942	FHMS, Series K-C05 X1#~		1.20	%	07/25/2027			496,912
	9,947,285	FHMS, Series K-070 X1#~		0.33	%	11/25/2027			237,632
	697,238	FHMS, Series Q-006 APT1#		2.63	%	04/25/2028			695,199
	4,991,059	FHMS, Series K-087 X1#~		0.36	%	12/25/2028			151,248
	4,500,000	FHMS, Series K-103 X1#~		0.76	%	11/25/2029			243,130
	720,970	FHMS, Series Q-004 A2H#		2.98	%	01/25/2046			725,918
	210,203	FNMA, Pool# AB9392		2.50	%	05/01/2023			212,133
	146,059	FNMA, Pool# 813714 (1 Year CMT Rate + 1.94%)		3.58	%	01/01/2035			152,316
	159,332	FNMA, Pool# 815323 (6 Month LIBOR USD + 1.53%)		3.61	%	01/01/2035			164,709
	44,503	FNMA, Pool# 910181 (12 Month LIBOR USD + 1.69%)		4.71	%	03/01/2037			46,762
	165,305	FNMA, Pool# 915191 (12 Month LIBOR USD + 1.70%)		4.58	%	04/01/2037			174,096
	299,059	FNMA, Pool# AL6262 (1 Year CMT Rate + 2.42%)		4.56	%	04/01/2038			307,653
	87,935	FNMA, Pool# 965184 (12 Month LIBOR USD + 1.61%)		3.86	%	09/01/2038			91,305
	254,462	FNMA, Pool# 947512 (12 Month LIBOR USD + 1.75%)		4.00	%	09/01/2047			267,851
	1,663,221	FNMA Connecticut Avenue Securities, Series 2014-C01 M2 (1 Month LIBOR USD + 4.40%)		6.19	%	01/25/2024			1,808,773
	1,380,513	FNMA Connecticut Avenue Securities, Series 2014-C02 1M2 (1 Month LIBOR USD + 2.60%)		4.39	%	05/28/2024			1,438,593
	1,704,323	FNMA Connecticut Avenue Securities, Series 2014-C02 2M2 (1 Month LIBOR USD + 2.60%)		4.39	%	05/28/2024			1,767,493
	826,307	FNMA Connecticut Avenue Securities, Series 2014-C03 2M2 (1 Month LIBOR USD + 2.90%)		4.69	%	07/25/2024			861,752
	1,254,424	FNMA Connecticut Avenue Securities, Series 2014-C03 1M2 (1 Month LIBOR USD + 3.00%)		4.79	%	07/25/2024			1,320,489
	889,689	FNMA Connecticut Avenue Securities, Series 2014-C04 1M2 (1 Month LIBOR USD + 4.90%)		6.69	%	11/25/2024			977,862
	1,500,000	FNMA Connecticut Avenue Securities, Series 2016-C04 1M2 (1 Month LIBOR USD + 4.25%)		6.04	%	01/25/2029			1,596,157
	2,000,000	FNMA Connecticut Avenue Securities, Series 2016-C06 1M2 (1 Month LIBOR USD + 4.25%)		6.04	%	04/25/2029			2,149,989
	1,000,000	FNMA Connecticut Avenue Securities, Series 2017-C01 1M2 (1 Month LIBOR USD + 3.55%)		5.34	%	07/25/2029			1,059,120
	540,450	FNMA REMIC Trust, Series 2012-65 HJ		5.00	%	07/25/2040			585,690
	1,650,000	Fontainebleau Miami Beach Trust, Series 2019-FBLU D^		4.10	%	12/10/2036			1,678,018
	780,000	FREMF Mortgage Trust, Series 2017-K729 B#^		3.67	%	11/25/2049			800,573
	90,000	FREMF Mortgage Trust, Series 2011-K10 B#^		4.62	%	11/25/2049			91,476
	169,456	GNMA, Pool# 004527M		5.00	%	09/20/2024			185,633
	522,604	GNMA REMIC Trust, Series 2014-45 B1#~		0.73	%	07/16/2054			19,302
	412,720	GNMA REMIC Trust, Series 2014-135 I0#~		0.79	%	01/16/2056			18,614
	386,086	GNMA REMIC Trust, Series 2015-172 I0#~		0.84	%	03/16/2057			19,401
	568,384	GNMA REMIC Trust, Series 2016-40 I0#~		0.72	%	07/16/2057			27,066
	464,557	GNMA REMIC Trust, Series 2016-56 I0#~		0.91	%	11/16/2057			29,550
	620,384	GNMA REMIC Trust, Series 2016-98 I0#~		0.95	%	05/16/2058			41,647
	698,595	HPLY Trust, Series 2019-HIT D (1 Month LIBOR USD + 2.00%)^		3.74	%	11/17/2036			699,778
	510,000	IMT Trust 2017-APTS, Series 2017-APTS DFL (1 Month LIBOR USD + 1.55%)^		3.29	%	06/15/2034	��		509,855
	1,050,000	JPMCC, Series 2019-MFP C (1 Month LIBOR USD + 1.36%)^		3.10	%	07/15/2036			1,050,915
	1,000,000	JPMCC, Series 2019-MFP E (1 Month LIBOR USD + 2.16%)^		3.90	%	07/15/2036			1,002,632
	1,000,000	KNDL Mortgage Trust, Series 2019-KNSQ D (1 Month LIBOR USD + 1.35%)^		3.09	%	05/15/2036			1,000,537
	385,000	MAD Mortgage Trust, Series 2017-330M B#^		3.37	%	08/17/2034			392,781
	750,000	MRCD Mortgage Trust, Series 2019-PARK C^		2.72	%	12/15/2036			735,953

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

www.brownadvisory.com/mf

Brown Advisory Strategic Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 29.2% (Continued)
	275,000	MSC, Series 2017-CLS C (1 Month LIBOR USD + 1.00%)^		2.74	%	11/15/2034		275,253
	925,000	MSC, Series 2017-CLS D (1 Month LIBOR USD + 1.40%)^		3.14	%	11/15/2034		925,911
	790,000	MSC, Series 2017-CLS E (1 Month LIBOR USD + 1.95%)^		3.69	%	11/15/2034		790,848
	2,214,000	Velocity Commercial Capital Loan Trust, Series 2016-2 M1#		3.66	%	10/25/2046		2,243,753
	500,000	Velocity Commercial Capital Loan Trust, Series 2017-1 M1#^		3.55	%	05/25/2047		500,110
	384,043	Velocity Commercial Capital Loan Trust, Series 2018-2 A#^		4.05	%	10/25/2048		390,505
Total Mortgage Backed Securities (Cost $63,749,316)								64,519,995

Corporate Bonds & Notes — 25.5%
	800,000	Allison Transmission, Inc.^		5.00	%	10/01/2024		820,992
	500,000	Core & Main Holdings L.P. (PIK 9.38%)^		8.63	%	09/15/2024		521,457
	1,000,000	Delphi Technologies PLC^		5.00	%	10/01/2025		927,500
	3,500,000	Energy Transfer Operating L.P. (Fixed until 02/15/2023, then 3 Month LIBOR USD + 4.03%)		6.25	%	05/15/2023		3,295,320
	3,200,000	Enterprise Products Operating LLC (Fixed until 08/16/2022, then 3 Month LIBOR USD + 2.99%)		4.88	%	08/16/2077		3,164,864
	2,700,000	First Quality Finance Co., Inc.^		5.00	%	07/01/2025		2,817,004
	3,350,000	frontdoor, Inc.^		6.75	%	08/15/2026		3,661,039
	1,000,000	Hasbro, Inc.		3.55	%	11/19/2026		1,008,520
	1,050,000	H-Food Holdings LLC^		8.50	%	06/01/2026		985,133
	1,100,000	JC Penney Corp., Inc.^		5.88	%	07/01/2023		945,989
	2,000,000	KeHE Distributors LLC^		8.63	%	10/15/2026		2,098,750
	1,610,000	Lamar Media Corp.		5.75	%	02/01/2026		1,709,417
	460,000	Land O’ Lakes, Inc.^		7.25	%	07/14/2027		440,880
	1,000,000	Lear Corp.		4.25	%	05/15/2029		1,034,599
	750,000	Mauser Packaging Solutions Holding Co.^		7.25	%	04/15/2025		742,492
	2,500,000	Mercer International, Inc.		7.38	%	01/15/2025		2,698,412
	400,000	Mercer International, Inc.		5.50	%	01/15/2026		408,010
	1,500,000	Morgan Stanley		2.63	%	11/17/2021		1,518,438
	3,000,000	Morgan Stanley (3 Month LIBOR USD + 0.93%)		2.88	%	07/22/2022		3,028,992
	1,000,000	MPLX L.P. (Fixed until 02/15/2023, then 3 Month LIBOR USD + 4.65%)		6.88	%	08/15/2023		1,010,000
	2,250,000	Nathan’s Famous, Inc.^		6.63	%	11/01/2025		2,306,250
	1,026,000	Neenah, Inc.^		5.25	%	05/15/2021		1,028,565
	2,250,000	NextEra Energy Capital Holdings, Inc.
		(Fixed until 12/01/2027, then 3 Month LIBOR USD + 2.41%)		4.80	%	12/01/2077		2,328,188
	1,500,000	NXP BV^		4.13	%	06/01/2021		1,538,459
	1,750,000	Olin Corp.		5.63	%	08/01/2029		1,851,588
	2,500,000	Outfront Media Capital LLC^		4.63	%	03/15/2030		2,548,375
	2,280,000	ServiceMaster Co. LLC		7.45	%	08/15/2027		2,582,892
	2,100,000	Titan International, Inc.		6.50	%	11/30/2023		1,801,622
	400,000	TransDigm, Inc.^		5.50	%	11/15/2027		405,232
	2,575,000	Viking Cruises, Ltd.^		5.88	%	09/15/2027		2,756,795
	1,000,000	Vulcan Materials Co. (3 Month LIBOR USD + 0.60%)		2.49	%	06/15/2020		1,001,103
	1,300,000	West Fraser Timber Co., Ltd.^		4.35	%	10/15/2024		1,359,670
	1,000,000	William Carter Co.^		5.63	%	03/15/2027		1,077,323
	1,100,000	Zimmer Biomet Holdings, Inc. (3 Month LIBOR USD + 0.75%)		2.65	%	03/19/2021		1,100,115
Total Corporate Bonds & Notes (Cost $54,925,599)								56,523,985

Municipal Bonds — 1.8%
	2,500,000	District of Columbia#		4.64	%	08/01/2038		2,500,000
	250,000	District of Columbia#		4.95	%	08/01/2038		250,000
	225,000	North Texas Tollway Authority		8.91	%	02/01/2030		226,253
	500,000	Public Finance Authority^		5.00	%	09/01/2030		543,405
	450,000	Washington State Housing Finance Commission^		4.00	%	01/01/2024		457,745
	5,000	Yamhill County Oregon Hospital Authority		3.50	%	11/15/2020		5,020
Total Municipal Bonds (Cost $3,804,167)								3,982,423

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

www.brownadvisory.com/mf

Brown Advisory Strategic Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Preferred Stocks — 0.5%
		29,576	AGNC Investment Corp., Series C, 7.00%
			(Fixed until 10/15/2022, then 3 Month LIBOR USD + 5.11%)		767,497
		10,000	Annaly Capital Management, Inc., Series G, 6.50%
			(Fixed until 03/31/2023, then 3 Month LIBOR USD + 4.17%)		252,500
Total Preferred Stocks (Cost $1,002,293)					1,019,997
Short-Term Investments — 3.2%
Money Market Funds — 3.2%
		7,144,444	First American Government Obligations Fund — Class Z, 1.47%*		7,144,444
Total Short-Term Investments (Cost $7,144,444)					7,144,444
Total Investments — 99.1% (Cost $216,623,723)					219,382,837
Other Assets in Excess of Liabilities — 0.9%					2,006,550
NET ASSETS — 100.0%				$	221,389,387

#		Variable rate security. Rate disclosed is as of the date of this report.
^		Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.

PIK –

Payment-in-kind security. The issuer may make payments of interest in cash or by payment-in-kind. A payment-in-kind occurs when the security holder receives additional par value of the security rather than cash.

~		Interest Only Security
*		Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Asset Backed Securities	38.9	%
Mortgage Backed Securities	29.2	%
Corporate Bonds & Notes	25.5	%
Money Market Funds	3.2	%
Municipal Bonds	1.8	%
Preferred Stocks	0.5	%
Other Assets and Liabilities	0.9	%
	100.0	%

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

www.brownadvisory.com/mf

Brown Advisory Sustainable Bond Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory Sustainable Bond Fund – Investor Shares (the “Fund”) increased 2.23% in value. During the same period, the Bloomberg Barclays US Aggregate Bond Index (the “Index”), the Fund’s benchmark, increased 2.45%.

The Fund aims to generate performance primarily through individual security selection that augments fundamental credit analysis with integrated ESG research. The Fund seeks to identify and invest in issuers whose ESG characteristics strengthen their credit profiles, as well as issuers whose use of proceeds create positive environmental and social impacts. Duration and sector weightings are set mainly by an analysis of the intermediate-term risk/reward, as opposed to any particular macroeconomic forecast.

For most of the last ten years, fixed income investors have been awaiting the “normalization” of interest rates. However, in 2019 the U.S. Federal Reserve not only backed off continued rate hikes, but actually started cutting rates. This may well go down as a seminal time in the history of central banking. To describe rates as “normalizing” one must have a concept of what is “normal.” We are no longer sure that such a concept is relevant for the bond market.

This is not to say that recessions are a thing of the past. However the last ten years in credit investing have mostly been either “risk on” or “risk off” in the market. When it was risk on, everything with risk performed well, and when it was risk-off, the opposite was true. This shift in Fed mentality could lead to a market where micro factors matters more than top-down macroeconomic risk factors. For a firm that focuses on individual bond selection, this would certainly be a welcomed change.

Our overweight of corporate bonds was a positive for the period, since this was the best performing of the major U.S. bond sectors. Our individual picks performed about the same as the credit market broadly after adjusting for duration.

Mortgage positions were a bit of a detractor. We have been meaningfully underweight this sector for all of 2019 and for the whole period it has been a positive contributor. We still believe these bonds are poorly priced for any kind of interest rate volatility. However, during this period MBS performed well, especially during the fourth quarter, detracting a bit from performance.

We are in the process of completing our 2nd annual Impact Report on the Fund and we look forward to hearing feedback and continuing to enhance our reporting efforts.

Sincerely,

Thomas D.D. Graff, CFA

Portfolio Manager

Amy Hauter, CFA

Portfolio Manager

www.brownadvisory.com/mf

Brown Advisory Sustainable Bond Fund

A Message to Our Shareholders

December 31, 2019

Past performance is not a guarantee of future results.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Sustainable Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Par Value		Security Description	Rate			Maturity	Value $
Corporate Bonds & Notes — 38.2%
		1,370,000	Alexandria Real Estate Equities, Inc.		3.80	%	04/15/2026		1,465,877
		700,000	Allison Transmission, Inc.^		4.75	%	10/01/2027		728,243
		2,055,000	American Tower Corp.		3.13	%	01/15/2027		2,105,378
		2,055,000	Analog Devices, Inc.		3.90	%	12/15/2025		2,210,968
		1,370,000	AstraZeneca PLC		3.38	%	11/16/2025		1,457,234
		2,740,000	Bank of America Corp. (Fixed until 10/22/2024, then 3 Month LIBOR USD + 0.87%)		2.46	%	10/22/2025		2,760,198
		1,715,000	Boston Properties L.P.		3.65	%	02/01/2026		1,818,872
		790,000	Children’s Hospital Corp.		4.12	%	01/01/2047		897,387
		1,370,000	Cigna Corp.^		4.50	%	02/25/2026		1,505,372
		1,370,000	Clorox Co.		3.10	%	10/01/2027		1,413,763
		2,399,000	Conservation Fund		3.47	%	12/15/2029		2,394,797
		2,055,000	CVS Health Corp.		4.30	%	03/25/2028		2,246,799
		1,715,000	Digital Realty Trust L.P.		3.95	%	07/01/2022		1,786,352
		685,000	Graphic Packaging International LLC^		4.75	%	07/15/2027		734,901
		2,055,000	Hasbro, Inc.		3.50	%	09/15/2027		2,048,458
		606,000	Hexcel Corp.		3.95	%	02/15/2027		632,812
		1,370,000	JB Hunt Transport Services, Inc.		3.88	%	03/01/2026		1,473,387
		610,000	KeHE Distributors LLC^		8.63	%	10/15/2026		640,119
		2,055,000	Keysight Technologies, Inc.		4.60	%	04/06/2027		2,281,084
		1,400,000	Land O’ Lakes, Inc.^		7.25	%	07/14/2027		1,341,809
		2,055,000	Marvell Technology Group, Ltd.		4.88	%	06/22/2028		2,272,694
		765,000	Mauser Packaging Solutions Holding Co.^		7.25	%	04/15/2025		757,342
		1,370,000	NextEra Energy Capital Holdings, Inc.
			(Fixed until 12/01/2027, then 3 Month LIBOR USD + 2.41%)		4.80	%	12/01/2077		1,417,608
		2,740,000	Northwell Healthcare, Inc.		4.26	%	11/01/2047		2,951,940
		2,055,000	NXP BV^		3.88	%	06/18/2026		2,183,050
		1,370,000	Regency Centers L.P.		3.75	%	06/15/2024		1,440,333
		1,365,000	Thermo Fisher Scientific, Inc.		3.20	%	08/15/2027		1,429,591
		2,055,000	Trimble, Inc.		4.90	%	06/15/2028		2,246,820
		900,000	Trustees of the University of Pennsylvania		4.01	%	08/15/2047		936,967
		2,055,000	Verisk Analytics, Inc.		4.00	%	06/15/2025		2,214,502
		2,055,000	Verizon Communications, Inc.		3.88	%	02/08/2029		2,268,782
		1,835,000	West Fraser Timber Co., Ltd.^		4.35	%	10/15/2024		1,919,226
Total Corporate Bonds & Notes (Cost $51,943,704)									53,982,665

Mortgage Backed Securities — 31.5%
		500,000	CAMB Commercial Mortgage Trust, Series 2019-LIFE B (1 Month LIBOR USD + 1.25%)^		2.99	%	12/15/2037		501,664
		500,000	CAMB Commercial Mortgage Trust, Series 2019-LIFE C (1 Month LIBOR USD + 1.45%)^		3.19	%	12/15/2037		501,672
		913,543	CGDBB Commercial Mortgage Trust, Series 2017-BIOC B (1 Month LIBOR USD + 0.97%)^		2.71	%	07/15/2032		912,611
		1,370,315	CGDBB Commercial Mortgage Trust, Series 2017-BIOC D (1 Month LIBOR USD + 1.60%)^		3.34	%	07/15/2032		1,372,433
		456,772	CGDBB Commercial Mortgage Trust, Series 2017-BIOC E (1 Month LIBOR USD + 2.15%)^		3.89	%	07/15/2032		456,186
		750,000	CORE Mortgage Trust, Series 2019-CORE C (1 Month LIBOR USD + 1.30%)^		3.04	%	12/15/2031		749,844
		500,000	CSMC, Series 2019-ICE4 C (1 Month LIBOR USD + 1.43%)^		3.17	%	05/15/2036		500,873
		750,000	CSMC, Series 2019-ICE4 D (1 Month LIBOR USD + 1.60%)^		3.34	%	05/15/2036		751,530
		105,692	FHLMC STACR, Series 2014-HQ2 M2 (1 Month LIBOR USD + 2.20%)		3.99	%	09/25/2024		106,969
		170,149	FHLMC STACR, Series 2015-HQA2 M2 (1 Month LIBOR USD + 2.80%)		4.59	%	05/25/2028		171,071
		1,000,000	FHLMC STACR, Series 2015-HQA2 M3 (1 Month LIBOR USD + 4.80%)		6.59	%	05/25/2028		1,079,276
		446,795	FHLMC STACR, Series 2016-HQA3 M2 (1 Month LIBOR USD + 1.35%)		3.14	%	03/26/2029		448,562
		600,000	FHLMC STACR, Series 2017-HQA1 M2 (1 Month LIBOR USD + 3.55%)		5.34	%	08/27/2029		630,701
		947,188	FHLMC STACR, Series 2017-HQA3 M2 (1 Month LIBOR USD + 2.35%)		4.14	%	04/25/2030		964,229
		197,400	FHMS, Series K-W01 A1		2.59	%	05/25/2025		201,661
		600,000	FHMS, Series K-G01 A7		2.88	%	04/25/2026		617,739
		592,054	FHMS, Series K-W03 X1#~		0.84	%	06/25/2027		28,397
		300,000	FHMS, Series K-W03 A2		3.02	%	06/25/2027		312,565
		784,393	FHMS, Series Q-006 APT1#		2.63	%	04/25/2028		782,099
		640,355	FHMS, Series K-W04 A (1 Month LIBOR USD + 0.24%)		1.94	%	09/25/2028		632,146
		5,500,000	FHMS, Series K-G01 X1#~		0.97	%	04/25/2029		368,578

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

www.brownadvisory.com/mf

Brown Advisory Sustainable Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 31.5% (Continued)
	6,250,000	FHMS, Series K-G02 X1#~		1.14	%	08/25/2029		495,136
	337,311	FHMS, Series Q-004 A2H#		2.98	%	01/25/2046		339,626
	669,690	FHMS, Series Q-010 APT1#		2.80	%	04/25/2046		674,226
	1,028,724	FHMS, Series Q-007 APT1#		2.98	%	10/25/2047		1,047,179
	874,139	FNMA, Pool# BJ4049		4.00	%	05/01/2048		915,852
	164,124	FNMA, Pool# BJ4052		4.50	%	05/01/2048		175,367
	264,356	FNMA, Pool# BJ4051		4.50	%	05/01/2048		284,992
	195,407	FNMA, Pool# BJ4050		4.50	%	05/01/2048		213,852
	195,958	FNMA, Pool# BK5105		5.50	%	05/01/2048		215,581
	195,438	FNMA, Pool# BJ4057		4.50	%	06/01/2048		206,927
	176,399	FNMA, Pool# BK8032		5.50	%	06/01/2048		194,063
	208,519	FNMA, Pool# BJ4062		4.50	%	07/01/2048		220,765
	192,296	FNMA, Pool# BJ4061		4.50	%	07/01/2048		203,678
	244,785	FNMA, Pool# BJ4060		4.50	%	07/01/2048		267,954
	922,753	FNMA, Pool# BJ4067		4.50	%	08/01/2048		976,719
	814,068	FNMA, Pool# BJ4070		4.00	%	09/01/2048		852,846
	245,330	FNMA, Pool# BJ4072		4.50	%	09/01/2048		264,406
	257,126	FNMA, Pool# BJ4073		4.50	%	09/01/2048		273,191
	189,054	FNMA, Pool# BJ4075		5.00	%	09/01/2048		205,715
	175,096	FNMA, Pool# BN0202		5.50	%	09/01/2048		192,472
	490,622	FNMA, Pool# BJ4078		4.50	%	10/01/2048		521,099
	446,250	FNMA, Pool# BJ4079		5.00	%	10/01/2048		482,576
	437,108	FNMA, Pool# BJ4082		5.00	%	11/01/2048		478,877
	263,332	FNMA, Pool# BN4936		5.50	%	12/01/2048		288,066
	255,186	FNMA, Pool# BN4921		5.50	%	01/01/2049		278,773
	494,385	FNMA, Pool# BJ4085		4.50	%	02/01/2049		534,950
	494,965	FNMA, Pool# BJ4086		5.00	%	02/01/2049		537,464
	920,334	FNMA Connecticut Avenue Securities, Series 2014-C02 2M2 (1 Month LIBOR USD + 2.60%)		4.39	%	05/28/2024		954,446
	1,258,529	FNMA Connecticut Avenue Securities, Series 2014-C03 2M2 (1 Month LIBOR USD + 2.90%)		4.69	%	07/25/2024		1,312,514
	997,863	FNMA Connecticut Avenue Securities, Series 2014-C04 2M2 (1 Month LIBOR USD + 5.00%)		6.79	%	11/25/2024		1,078,941
	300,000	FNMA REMIC Trust, Series 2017-M10 AV2#		2.56	%	07/25/2024		305,428
	80,000	FNMA REMIC Trust, Series 2017-M2 A2#		2.80	%	02/25/2027		82,551
	831,000	FNMA REMIC Trust, Series 2017-M13 A2#		2.94	%	09/25/2027		864,438
	1,900,000	FNMA REMIC Trust, Series 2018-M2 A2#		2.90	%	01/25/2028		1,977,080
	930,000	FNMA REMIC Trust, Series 2019-M1 A2#		3.55	%	09/25/2028		1,008,269
	1,066,118	FNMA REMIC Trust, Series 2018-M13 A1#		3.70	%	09/25/2030		1,167,408
	1,000,000	FREMF Mortgage Trust, Series 2019-K89 B#^		4.29	%	01/25/2051		1,070,320
	1,000,000	FREMF Mortgage Trust, Series 2019-K734 B#^		4.05	%	02/25/2051		1,047,938
	1,250,000	FREMF Mortgage Trust, Series 2019-K735 B#^		4.02	%	05/25/2052		1,301,682
	1,157,000	GSCG Trust, Series 2019-600C C^		3.46	%	09/12/2034		1,160,080
	442,000	IMT Trust, Series 2017-APTS BFL (1 Month LIBOR USD + 0.95%)^		2.69	%	06/15/2034		441,136
	1,116,000	IMT Trust, Series 2017-APTS CFL (1 Month LIBOR USD + 1.10%)^		2.84	%	06/15/2034		1,114,506
	750,000	IMT Trust, Series 2017-APTS DFL (1 Month LIBOR USD + 1.55%)^		3.29	%	06/15/2034		749,786
	1,000,000	JPMCC, Series 2019-MFP C (1 Month LIBOR USD + 1.36%)^		3.10	%	07/15/2036		1,000,871
	500,000	JPMCC, Series 2019-MFP E (1 Month LIBOR USD + 2.16%)^		3.90	%	07/15/2036		501,316
	1,345,000	KNDL Mortgage Trust, Series 2019-KNSQ C (1 Month LIBOR USD + 1.05%)^		2.79	%	05/15/2036		1,345,659
	500,000	KNDL Mortgage Trust, Series 2019-KNSQ D (1 Month LIBOR USD + 1.35%)^		3.09	%	05/15/2036		500,269
	700,000	MRCD Mortgage Trust, Series 2019-PARK C^		2.72	%	12/15/2036		686,890
	200,000	MSC, Series 2017-CLS A (1 Month LIBOR USD + 0.70%)^		2.44	%	11/15/2034		199,684
	100,000	MSC, Series 2017-CLS C (1 Month LIBOR USD + 1.00%)^		2.74	%	11/15/2034		100,092
	1,110,000	MSC, Series 2017-CLS D (1 Month LIBOR USD + 1.40%)^		3.14	%	11/15/2034		1,111,093
Total Mortgage Backed Securities (Cost $43,727,134)								44,515,555

Municipal Bonds — 15.2%
	300,000	Atlanta Development Authority		3.57	%	12/01/2036		315,450
	2,650,000	California Health Facilities Financing Authority		3.03	%	06/01/2034		2,630,389
	1,650,000	District of Columbia#		4.64	%	08/01/2038		1,650,000

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

www.brownadvisory.com/mf

Brown Advisory Sustainable Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 15.2% (Continued)
		50,000	District of Columbia#		4.95	%	08/01/2038		50,000
		1,060,000	Grant County Washington Public Utility District No. 2		5.63	%	01/01/2027		1,262,524
		100,000	Honolulu, City & County Hawaii		3.00	%	09/01/2027		104,211
		850,000	Honolulu, City & County Hawaii		4.00	%	09/01/2036		919,513
		30,000	Los Angeles California Community College District		6.60	%	08/01/2042		46,158
		430,000	Los Angeles California Wastewater System Revenue		3.49	%	06/01/2029		454,519
		30,000	Maryland Community Development Administration		3.24	%	09/01/2048		30,543
		1,345,000	Massachusetts, Commonwealth of		3.28	%	06/01/2046		1,365,027
		530,000	Miami-Dade County Florida Aviation		3.98	%	10/01/2041		553,362
		675,000	Miami-Dade County Florida Educational Facilities Authority		4.47	%	04/01/2051		719,597
		650,000	Montgomery County Virginia Economic Development Authority		3.95	%	06/01/2039		681,155
		340,000	New York State Dormitory Authority		4.00	%	07/01/2039		361,573
		100,000	Ohio Air Quality Development Authority^		3.75	%	01/15/2028		108,137
		2,470,000	Oregon Health & Science University		3.00	%	07/01/2032		2,478,077
		475,000	Oregon State University		3.75	%	04/01/2049		489,915
		250,000	Pennsylvania Economic Development		3.20	%	11/15/2027		256,445
		20,000	San Diego California Redevelopment Agency Successor Agency		4.00	%	09/01/2040		20,814
		500,000	San Francisco, City & County of California Community Facilities District No. 2014-1		3.75	%	09/01/2037		522,660
		595,000	San Francisco, City & County of California Community Facilities District No. 2014-1		4.37	%	09/01/2049		633,163
		60,000	San Francisco, City & County of California Public Utilities Commission Water Revenue		3.55	%	11/01/2031		62,870
		2,735,000	Santa Clara California Valley Water District		3.82	%	06/01/2039		2,877,793
		480,000	Southern California Public Power Authority		4.31	%	07/01/2029		514,920
		790,000	Texas A&M University		3.82	%	05/15/2047		823,125
		355,000	University of California		2.99	%	05/15/2026		367,663
		850,000	University of Massachusetts Building Authority		5.45	%	11/01/2040		1,098,923
		25,000	University of North Texas System		3.69	%	04/15/2030		26,746
Total Municipal Bonds (Cost $20,771,501)									21,425,272

Asset Backed Securities — 6.7%
		653,978	DLL LLC, Series 2019-DA1 A2^		2.79	%	11/22/2021		656,096
		500,000	Great American Auto Leasing, Inc., Series 2019-1 B^		3.37	%	02/18/2025		513,249
		500,000	Great American Auto Leasing, Inc., Series 2019-1 C^		3.54	%	02/17/2026		513,140
		1,000,000	HPEFS Equipment Trust, Series 2019-1A D^		2.72	%	09/20/2029		1,001,152
		821,126	Newtek Small Business Loan Trust, Series 2018-1 A (1 Month LIBOR USD + 1.70%)^		3.41	%	02/25/2044		822,659
		250,000	Oportun Funding VII LLC, Series 2017-B B^		4.26	%	10/10/2023		251,630
		1,000,000	Oportun Funding VIII LLC, Series 2018-A B^		4.45	%	03/08/2024		1,012,194
		500,000	Oportun Funding VIII LLC, Series 2018-A C^		5.09	%	03/08/2024		504,890
		900,000	Oportun Funding X LLC, Series 2018-C A^		4.10	%	10/08/2024		924,441
		250,000	Oportun Funding X LLC, Series 2018-C B^		4.59	%	10/08/2024		258,475
		1,250,000	Tesla Auto Lease Trust, Series 2018-B B^		4.12	%	10/20/2021		1,278,127
		750,000	Verizon Owner Trust, Series 2019-A C		3.22	%	09/20/2023		764,724
		1,000,000	Verizon Owner Trust, Series 2019-B C		2.60	%	12/20/2023		1,005,361
Total Asset Backed Securities (Cost $9,410,581)									9,506,138

Foreign Government Bonds — 2.4%
		1,000,000	Industrial Bank of Korea (3 Month LIBOR USD + 0.60%)^		2.50	%	08/02/2021		1,004,040
		2,425,000	Korea Development Bank (3 Month LIBOR USD + 0.73%)		2.77	%	07/06/2022		2,443,104
Total Foreign Government Bonds (Cost $3,431,978)									3,447,144

U.S. Treasury Notes — 4.1%
		1,725,000	United States Treasury Note		1.88	%	08/31/2022		1,738,005
		4,000,000	United States Treasury Note		1.63	%	11/15/2022		4,003,516
Total U.S. Treasury Notes (Cost $5,734,577)									5,741,521

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

www.brownadvisory.com/mf

Brown Advisory Sustainable Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares/
	Par Value		Security Description	Value $
Short-Term Investments — 1.3%

Money Market Funds — 1.1%
		1,512,103	First American Government Obligations Fund — Class Z, 1.47%*		1,512,103
U.S. Treasury Bills — 0.2%
		310,000	United States Treasury Bill, 1.75%†		309,985
Total Short-Term Investments (Cost $1,822,088)					1,822,088
Total Investments — 99.4% (Cost $136,841,563)					140,440,383
Other Assets in Excess of Liabilities — 0.6%					877,083
NET ASSETS — 100.0%				$	141,317,466

#		Variable rate security. Rate disclosed is as of the date of this report.
^		Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.
~		Interest Only Security
*		Annualized seven-day yield as of the date of this report.
†		This security is pledged as collateral in connection with open futures contracts. Rate disclosed is yield to maturity as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Corporate Bonds & Notes	38.2	%
Mortgage Backed Securities	31.5	%
Municipal Bonds	15.2	%
Asset Backed Securities	6.7	%
U.S. Treasury Notes	4.1	%
Foreign Government Bonds	2.4	%
Money Market Funds	1.1	%
U.S. Treasury Bills	0.2	%
Other Assets and Liabilities	0.6	%
	100.0	%

Futures Contracts — Long (Note 6)

				Notional			Notional			Unrealized Appreciation
Issue	Contracts		Expiration Date	Amount			Value			(Depreciation)
U.S. Treasury 2-Year Note Futures		96	03/31/2020	$	20,707,748		$	20,688,000		$	(19,748	)
U.S. Treasury 5-Year Note Futures		121	03/31/2020		14,407,596			14,351,734			(55,862	)
U.S. Treasury Long Bond Futures		33	03/20/2020		5,223,494			5,144,906			(78,588	)
U.S. Treasury Ultra Bond Futures		26	03/20/2020		4,858,440			4,723,063			(135,377	)
				$	45,197,278		$	44,907,703		$	(289,575	)

Futures Contracts — Short (Note 6)
				Notional			Notional			Unrealized Appreciation
Issue	Contracts		Expiration Date	Amount			Value			(Depreciation)
U.S. Treasury 10-Year Note Futures		(75)	03/20/2020	$	(9,673,470	)	$	(9,631,640	)	$	41,830
U.S. Treasury 10-Year Ultra Note Futures		(9)	03/20/2020		(1,281,785	)		(1,266,328	)		15,457
				$	(10,955,255	)	$	(10,897,968	)	$	57,287

There is no variation margin due to or from the Fund as of the date of this report.

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

www.brownadvisory.com/mf

Brown Advisory Maryland Bond Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory Maryland Bond Fund – Investor Shares (the “Fund”) increased 2.13% in value. During the same period, the Bloomberg Barclays 1-10 Year Blended Municipal Bond Index (the “Index”), the Fund’s benchmark, increased 1.68%.

In many ways the second half of 2019 could represent a period where municipal investors experienced a seminal shift in their ability to continue to find success by doing what they have done in the past. The dearth of opportunities in so many corners of the municipal bond market will likely reduce the absolute and relative return potential in the near to medium term for many of these portfolios. Yet many managers seem resolute to continue down the same path. This concept is not new. Municipal investors have been consistently obstinate in their inability to adapt to a changing landscape. We have discussed this dynamic many times in the past when portions of the municipal bond market seem fully valued. Yet, at risk of sounding too cliché, we do believe this time may be different.

It is important to emphasize that we neither attempt to predict the future direction of interest rates, nor do we invest the Fund in a manner where relative performance is specifically tied to broad interest rate moves. However, we view the current landscape as somewhat supportive of the current (low) level of interest rates. Unless conditions change unexpectedly, the Fed is likely on hold for an extended period, as downside economic risks have faded and inflation remains below target. We believe the Fed could also continue cutting rates if signs of a slowdown emerge, whereas the bar for rate hikes is quite high. When this benign rate environment is combined with record demand for municipal bonds, it creates a challenge for investors who are faced with high taxes and limited investment options.

So how can a municipal bond investor generate alpha in world where the old paradigm may be changing? The answer, we believe, is by taking a flexible approach to capital allocation. We are benchmark-aware, but not benchmark beholden. Our goal is to deliver a portfolio that provides principal stability and upside potential. To achieve our goal we have been able to utilize non-benchmark municipals, like floating-rate bonds, along with somewhat “off-the-run” structures, like lower-coupon bonds and short-call bonds that have more attractive relative valuations. These holdings have helped create a durable yield advantage that we believe can continue to deliver solid performance in a variety of interest rate environments. By comparison, the Fund’s net indicated yield ended the year at 2.76%, which is near the top of our Morningstar peer group, compared to a yield-to-worst of 1.40% for our benchmark.

Finding the right balance of risk and reward at this point in the market cycle requires a disciplined process, an open mind and discerning analysis. In the current environment, we believe our flexible approach can offer a better return profile and more extensive diversification than our benchmark, and also many of our peers. We believe our approach to fundamental research and holistic risk management can continue to provide opportunities for both principal stability and upside potential in a wide variety of economic scenarios.

Sincerely,

Stephen M. Shutz, CFA

Portfolio Manager

Joshua R. Perry, CFA, CAIA, FRM

Portfolio Manager

www.brownadvisory.com/mf

Brown Advisory Maryland Bond Fund

A Message to Our Shareholders

December 31, 2019

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. The Fund is non-diversified which means it may invest a large percentage of its assets in the securities of fewer issuers. Investment in a limited number of issuers exposes the Fund to greater market risk than if its assets were diversified among a greater number of issuers. The Fund is also subject to interest rate risk which is the risk that debt securities in the Fund’s portfolio will decline in value because of an increase in market interest rates. Municipal securities are subject to adverse political or economic factors, including changes in the tax law. Income from tax-exempt funds may be subject to state and local taxes and a portion of income may be subject to the federal alternative minimum tax for certain investors.

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report. Credit Quality weights by rating are derived from the highest bond rating as determined by Standard & Poor’s (“S&P”), Moody’s or Fitch. Bond ratings are grades given to bonds that indicate their credit quality as determined by private independent rating services such as S&P, Moody’s and Fitch. These firms evaluate a bond issuer’s financial strength, or its ability to pay a bond’s principal and interest in a timely fashion. Ratings are expressed as letters ranging from ‘AAA’, which is the highest grade, to ‘D’, which is the lowest grade. In limited situations when none of the three rating agencies have issued a formal rating, the Advisor will classify the security as nonrated.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Maryland Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 97.3%

General Obligation Bonds — 15.9%
	2,225,000	Anne Arundel County Maryland		5.00	%	04/01/2022		2,418,286
	1,650,000	Baltimore County Maryland		5.00	%	08/01/2028		1,918,768
	5,000,000	Baltimore County Maryland		4.00	%	03/01/2036		5,782,050
	1,080,000	Baltimore, Maryland		5.00	%	10/15/2032		1,337,731
	2,400,000	Maryland State		5.00	%	08/01/2024		2,815,104
	1,400,000	Maryland State		5.00	%	08/01/2031		1,778,910
	5,000,000	Montgomery County Maryland		5.00	%	11/01/2023		5,731,950
	5,000,000	Prince George’s County Maryland		4.00	%	07/15/2037		5,707,400
	2,040,000	Wicomico County Maryland		4.00	%	11/01/2021		2,148,263
								29,638,462
Revenue Bonds — 81.4%
	3,300,000	Austin, Texas		7.88	%	09/01/2026		3,417,480
	1,000,000	Baltimore, Maryland		5.00	%	07/01/2028		1,229,690
	1,320,000	Baltimore, Maryland		5.00	%	07/01/2028		1,627,138
	520,000	Baltimore, Maryland		5.00	%	06/15/2030		585,712
	2,255,000	Baltimore, Maryland		5.00	%	09/01/2031		2,672,964
	1,000,000	Baltimore, Maryland		5.00	%	07/01/2032		1,134,440
	670,000	Baltimore, Maryland		5.00	%	06/15/2033		747,445
	1,150,000	Baltimore, Maryland		5.00	%	09/01/2033		1,352,676
	1,000,000	Baltimore, Maryland		4.00	%	07/01/2034		1,155,450
	1,260,000	Baltimore, Maryland^		3.50	%	06/01/2039		1,270,042
	2,350,000	Baltimore, Maryland		5.00	%	09/01/2039		2,699,304
	6,000,000	California Municipal Finance Authority		4.00	%	07/15/2029		6,825,060
	1,750,000	California Municipal Finance Authority^		5.00	%	11/01/2039		1,978,497
	1,000,000	Denver County Colorado		5.00	%	10/01/2032		1,090,670
	1,550,000	Franklin County Ohio		5.00	%	11/15/2034		1,730,110
	1,000,000	Frederick County Maryland^		5.00	%	09/01/2027		1,140,240
	5,050,000	Frederick County Maryland^		5.00	%	09/01/2032		5,796,087
	1,110,000	Frederick County Maryland^		5.00	%	09/01/2037		1,255,998
	1,410,000	Frederick County Maryland		3.75	%	07/01/2039		1,428,020
	2,260,000	Frederick County Maryland		5.50	%	07/01/2040		2,293,448
	1,000,000	Gaithersburg, City of Maryland		5.00	%	01/01/2028		1,154,510
	2,000,000	Gaithersburg, City of Maryland		5.00	%	01/01/2033		2,281,200
	2,500,000	Health & Educational Facilities Authority of the State of Missouri#		2.42	%	06/01/2020		2,500,000
	2,000,000	Lancaster County Pennsylvania Hospital Authority		5.00	%	07/01/2035		2,196,980
	1,245,000	Maryland Community Development Administration		5.00	%	09/01/2030		1,569,049
	1,030,000	Maryland Community Development Administration		5.00	%	09/01/2031		1,293,103
	1,000,000	Maryland Community Development Administration		3.25	%	03/01/2036		1,039,490
	1,025,000	Maryland Economic Development Corp.#		2.55	%	12/01/2025		1,030,648
	5,000,000	Maryland Economic Development Corp.		5.00	%	06/01/2026		5,264,950
	700,000	Maryland Economic Development Corp.		5.00	%	06/01/2027		759,458
	400,000	Maryland Economic Development Corp.		5.00	%	07/01/2027		431,828
	850,000	Maryland Economic Development Corp.		5.00	%	07/01/2031		936,606
	4,500,000	Maryland Economic Development Corp.		4.50	%	07/01/2044		4,728,555
	3,000,000	Maryland Stadium Authority		5.00	%	05/01/2030		3,598,020
	1,055,000	Maryland State Department of Transportation		4.00	%	05/15/2022		1,126,223
	1,715,000	Maryland State Department of Transportation		5.00	%	10/01/2027		2,121,747
	485,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2023		511,913
	500,000	Maryland State Health & Higher Educational Facilities		5.00	%	08/15/2023		565,730
	500,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2024		542,155
	1,000,000	Maryland State Health & Higher Educational Facilities		6.00	%	07/01/2025		1,066,660
	1,060,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2025		1,152,633
	1,500,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2025		1,772,970
	1,450,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2025		1,677,723
	420,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2026		498,019

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

www.brownadvisory.com/mf

Brown Advisory Maryland Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par
Value/Shares		Security Description	Rate			Maturity	Value $
Municipal Bonds — 97.3% (Continued)

Revenue Bonds — 81.4% (Continued)
	2,500,000	Maryland State Health & Higher Educational Facilities		5.25	%	07/01/2026		2,894,375
	1,605,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2028		1,839,587
	3,500,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2029		4,277,455
	100,000	Maryland State Health & Higher Educational Facilities		4.00	%	10/01/2030		109,111
	1,130,000	Maryland State Health & Higher Educational Facilities		6.25	%	07/01/2031		1,205,100
	300,000	Maryland State Health & Higher Educational Facilities		4.00	%	10/01/2031		326,514
	1,070,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2032		1,215,295
	250,000	Maryland State Health & Higher Educational Facilities		5.00	%	06/01/2033		292,718
	1,250,000	Maryland State Health & Higher Educational Facilities		5.00	%	08/15/2033		1,436,738
	15,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2034		15,010
	1,955,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2034		2,244,614
	200,000	Maryland State Health & Higher Educational Facilities		4.50	%	07/01/2035		200,280
	430,000	Maryland State Health & Higher Educational Facilities		5.00	%	06/01/2036		500,718
	1,200,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2037		1,406,364
	1,500,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2038		1,738,485
	2,400,000	Maryland State Health & Higher Educational Facilities		5.00	%	05/15/2040		2,434,464
	1,310,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2043		1,498,221
	4,255,000	Maryland State Transportation Authority		5.00	%	03/01/2022		4,609,186
	1,000,000	Maryland State Transportation Authority		5.00	%	06/01/2022		1,087,740
	4,420,000	Maryland State Transportation Authority		5.00	%	07/01/2028		5,539,321
	4,330,000	Maryland State Transportation Authority		4.00	%	06/01/2035		4,936,676
	2,525,000	Maryland Water Quality Financing Administration		5.00	%	03/01/2020		2,540,933
	1,500,000	Metropolitan Washington DC Airports Authority		5.00	%	10/01/2039		1,836,915
	1,185,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.75	%	07/01/2051		1,253,943
	3,640,000	New York Transportation Development Corp.		5.00	%	08/01/2026		3,811,371
	2,000,000	Newport News Virginia Economic Development Authority		5.00	%	12/01/2031		2,206,020
	2,000,000	North Carolina Medical Care Commission		5.00	%	10/01/2031		2,217,840
	1,005,000	Prince William County Virginia Industrial Development Authority		5.00	%	01/01/2023		1,102,917
	9,288,000	Puerto Rico Sales Tax Financing Corp Sales Tax Revenue+		4.24	%	07/01/2031		6,388,472
	1,000,000	St Mary’s College of Maryland		4.00	%	09/01/2024		1,121,430
	4,335,000	University System of Maryland		5.00	%	04/01/2022		4,709,544
	3,280,000	Washington State Housing Finance Commission^		4.00	%	01/01/2026		3,552,634
								151,800,632
Total Municipal Bonds (Cost $173,995,572)								181,439,094

Short-Term Investments — 1.4%

Money Market Fund — 1.4%
	2,505,799	First American Government Obligations Fund — Class Z, 1.47%*						2,505,799
Total Short-Term Investments (Cost $2,505,799)								2,505,799
Total Investments — 98.7% (Cost $176,501,371)								183,944,893
Other Assets in Excess of Liabilities — 1.3%								2,494,189
NET ASSETS — 100.0%							$	186,439,082

^		Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.
#		Variable rate security. Rate disclosed is as of the date of this report.
+		Zero coupon bond. Rate disclosed is calculated yield to maturity as of the date of this report.
*		Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Revenue Bonds	81.4	%
General Obligation Bonds	15.9	%
Money Market Funds	1.4	%
Other Assets and Liabilities	1.3	%
	100.0	%

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

www.brownadvisory.com/mf

Brown Advisory Tax-Exempt Bond Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory Tax-Exempt Bond Fund – Investor Shares (the “Fund”) increased 2.41% in value. During the same period, the Bloomberg Barclays 1-10 Year Blended Municipal Bond Index (the “Index”), the Fund’s benchmark, increased 1.68%.

So how can a municipal bond investor generate alpha in world where the old paradigm may be changing? The answer, we believe, is by taking a flexible approach to capital allocation. We are benchmark-aware, but not benchmark beholden. Our goal is to deliver a portfolio that provides principal stability and upside potential. To achieve our goal we have been able to utilize non-benchmark municipals, like floating-rate bonds, along with somewhat “off-the-run” structures, like lower-coupon bonds and short-call bonds that have more attractive relative valuations. These holdings have helped create a durable yield advantage that we believe can continue to deliver solid performance in a variety of interest rate environments. By comparison, the Fund’s net indicated yield ended the year at 2.71%, which is near the top of our Morningstar peer group, compared to a yield-to-worst of 1.40% for our benchmark.

Sincerely,

Stephen M. Shutz, CFA

Portfolio Manager

Joshua R. Perry, CFA, CAIA, FRM

Portfolio Manager

www.brownadvisory.com/mf

Brown Advisory Tax-Exempt Bond Fund

A Message to Our Shareholders

December 31, 2019

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. The Fund is non-diversified which means it may invest a large percentage of its assets in the securities of fewer issuers. Concentration in a limited number of issuers exposes the Fund to greater market risk than if its assets were diversified among a greater number of issuers. The Fund is also subject to interest rate risk which is the risk that debt securities in the Fund’s portfolio will decline in value because of an increase in market interest rates. This risk is usually greater for longer-term debt securities. Income from tax-exempt funds may be subject to state and local taxes and a portion of income may be subject to the Federal Alternative minimum tax for certain investors.

Diversification does not assure a profit nor protect against loss in a declining market.

Credit Quality weights by rating are derived from the highest bond rating as determined by Standard & Poor’s (“S&P”), Moody’s or Fitch. Bond ratings are grades given to bonds that indicate their credit quality as determined by private independent rating services such as S&P, Moody’s and Fitch. These firms evaluate a bond issuer’s financial strength, or its ability to pay a bond’s principal and interest in a timely fashion. Ratings are expressed as letters ranging from ‘AAA’, which is the highest grade, to ‘D’, which is the lowest grade. In limited situations when none of the three rating agencies have issued a formal rating, the Advisor will classify the security as nonrated.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Tax-Exempt Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 96.3%

General Obligation Bonds — 18.7%
		4,480,000	Alameda California Unified School District+		2.44	%	08/01/2032		3,380,160
		4,960,000	Chicago Illinois Metropolitan Water Reclamation		5.00	%	12/01/2030		5,289,642
		2,800,000	Chicago Illinois Park District		5.75	%	01/01/2038		3,150,924
		11,425,000	Clark County Nevada		4.00	%	12/01/2035		13,027,927
		11,000,000	Clark County Nevada		4.00	%	12/01/2036		12,507,220
		4,775,000	Clark County Nevada School District		5.00	%	06/15/2032		5,895,549
		1,750,000	Connecticut, State of		4.00	%	06/15/2036		1,966,702
		1,700,000	Connecticut, State of		4.00	%	06/15/2037		1,904,153
		30,000,000	Detroit Michigan School District		5.25	%	05/01/2030		39,524,700
		6,760,000	Foothill-De Anza California Community College District+		2.80	%	08/01/2036		4,575,371
		8,045,000	Grossmont California Healthcare District+		2.43	%	07/15/2033		5,858,289
		25,140,000	Illinois, State of		5.00	%	11/01/2024		28,077,860
		24,295,000	Illinois, State of		5.00	%	11/01/2025		27,451,406
		5,090,000	Joshua Texas Independent School District		5.00	%	08/15/2040		5,779,084
		1,435,000	Lane County Oregon School District No. 9 Springfield+		3.49	%	06/15/2032		1,049,789
		7,200,000	Las Vegas Valley Nevada Water District		5.00	%	06/01/2042		7,767,432
		1,280,000	Madera California Unified School District+		3.15	%	08/01/2029		1,049,638
		2,895,000	Massachusetts, Commonwealth of (3 Month LIBOR USD + 0.57%)		1.85	%	05/01/2037		2,863,705
		830,000	Massachusetts, Commonwealth of (3 Month LIBOR USD + 0.57%)		1.85	%	05/01/2037		821,028
		6,235,000	Mississippi, State of		4.00	%	10/01/2035		7,107,900
		2,905,000	Oceanside Unified California School District+		4.13	%	08/01/2042		1,514,638
		1,675,000	Oceanside Unified California School District+		4.14	%	08/01/2043		841,118
		10,690,000	Palomar Health+		4.14	%	08/01/2039		5,836,633
		4,640,000	Twin Rivers California Unified School District+		2.34	%	08/01/2032		3,444,782
		5,315,000	Victor Valley California Union High School District+		3.74	%	08/01/2035		3,587,306
		5,165,000	West Contra Costa California Unified School District+		2.95	%	08/01/2036		3,416,544
		3,340,000	West Contra Costa California Unified School District		4.00	%	08/01/2038		3,787,927
		3,060,000	West Contra Costa California Unified School District		4.00	%	08/01/2038		3,470,377
		8,300,000	West Contra Costa California Unified School District+		2.42	%	08/01/2033		6,020,488
		6,500,000	Wiseburn California School District+		2.78	%	08/01/2037		4,058,990
									215,027,282
Revenue Bonds — 77.6%
		8,990,000	Anaheim California Public Financing Authority+		2.71	%	09/01/2031		6,804,801
		1,285,000	Arizona Sports & Tourism Authority		5.00	%	07/01/2028		1,377,636
		1,500,000	Arlington, Texas		5.00	%	02/15/2037		1,821,615
		4,275,000	Austin, Texas		7.88	%	09/01/2026		4,427,190
		17,000,000	Black Belt Energy Gas District#		4.00	%	12/01/2048		18,363,060
		8,450,000	California Health Facilities Financing Authority#		2.29	%	11/01/2033		8,450,000
		23,845,000	Cedar Rapids, Iowa#		2.29	%	08/15/2029		23,833,077
		8,100,000	Cedar Rapids, Iowa#		2.30	%	08/15/2032		8,100,000
		20,000,000	Central Plains Energy Project#		4.00	%	12/01/2049		22,390,400
		6,330,000	Chicago O’Hare International Airport		5.00	%	01/01/2033		7,325,772
		10,000,000	City of Austin Texas Water & Wastewater System Revenue		5.00	%	11/15/2043		11,328,300
		4,000,000	City of Chicago Illinois Waterworks Revenue		5.00	%	11/01/2039		4,462,840
		5,000,000	Clark County Nevada Department of Aviation		5.13	%	07/01/2034		5,000,000
		1,300,000	Colorado Health Facilities Authority		5.00	%	12/01/2027		1,416,493
		5,965,000	Colorado Health Facilities Authority		5.00	%	12/01/2035		6,746,475
		7,000,000	Commonwealth Financing Authority		5.00	%	06/01/2042		7,507,080
		4,390,000	Cumberland County Pennsylvania Municipal Authority		4.00	%	01/01/2033		4,585,750
		2,500,000	Delaware State Health Facilities Authority		5.00	%	06/01/2034		3,010,650
		15,250,000	Delaware Valley Pennsylvania Regional Finance Authority (3 Month LIBOR USD + 0.65%)		1.93	%	06/01/2027		15,102,837
		15,000,000	Delaware Valley Pennsylvania Regional Finance Authority (3 Month LIBOR USD + 0.75%)		2.03	%	06/01/2037		13,978,500
		6,750,000	Denver Colorado Airport System Revenue		5.00	%	12/01/2034		8,905,747
		9,150,000	Denver Colorado Airport System Revenue		5.00	%	12/01/2036		12,287,169

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

www.brownadvisory.com/mf

Brown Advisory Tax-Exempt Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 96.3% (Continued)

Revenue Bonds — 77.6% (Continued)
	9,000,000	Detroit Michigan Sewage Disposal System (3 Month LIBOR USD + 0.60%)		2.01	%	07/01/2032		8,903,970
	20,800,000	District of Columbia#		4.95	%	08/01/2037		21,138,000
	3,675,000	District of Columbia#		4.95	%	08/01/2038		3,675,000
	5,000,000	District of Columbia#		4.64	%	08/01/2038		5,000,000
	1,700,000	Educational Enhancement Funding Corp.		5.00	%	06/01/2023		1,886,728
	12,095,000	Florida’s Turnpike Enterprise		4.00	%	07/01/2039		13,771,246
	15,000,000	Golden State Tobacco Securitization Corp.		5.00	%	06/01/2031		17,968,800
	14,260,000	Golden State Tobacco Securitization Corp.		5.00	%	06/01/2032		17,013,036
	6,500,000	Grand Forks County North Dakota^		5.00	%	09/15/2028		6,449,950
	11,150,000	Harris County Texas (3 Month LIBOR USD + 0.67%)		1.95	%	08/15/2035		10,690,620
	3,865,000	Harris County Texas Sports Authority+		4.38	%	11/15/2034		2,381,961
	1,300,000	Henrico County Virginia Economic Development Authority#		3.01	%	08/23/2027		1,300,000
	6,070,000	Imperial California Irrigation District Electric System Revenue		4.00	%	11/01/2037		6,874,578
	7,620,000	Indianapolis Indiana Department of Public Utilities Gas Utility Revenue		5.00	%	08/15/2024		7,794,422
	3,720,000	Kansas City Missouri Municipal Assistance Corp.+		3.01	%	04/15/2026		3,296,255
	13,500,000	Kansas State Department of Transportation (1 Month LIBOR USD + 0.50%)		1.70	%	09/01/2024		13,587,615
	10,100,000	Kentucky Asset Liability Commission (3 Month LIBOR USD + 0.55%)		1.83	%	11/01/2025		10,019,200
	3,000,000	Lancaster County Pennsylvania Hospital Authority		5.00	%	07/01/2035		3,295,470
	2,280,000	Las Vegas Nevada Redevelopment Agency		5.00	%	06/15/2028		2,688,576
	5,235,000	Lees Summit Missouri Industrial Development Authority		5.25	%	08/15/2039		5,633,802
	3,000,000	Louisiana Public Facilities Authority		3.50	%	06/01/2030		3,067,200
	1,000,000	Louisiana Public Facilities Authority		5.00	%	06/01/2036		1,152,440
	7,000,000	Louisiana State Gasoline & Fuels Tax Revenue		5.00	%	05/01/2041		8,080,520
	7,230,000	Love Field Texas Airport Modernization Corp.		5.00	%	11/01/2028		7,833,922
	20,000,000	Main Street Natural Gas, Inc. (1 Month LIBOR USD + 0.83%)		1.97	%	08/01/2048		20,106,200
	20,000,000	Main Street Natural Gas, Inc.#		4.00	%	03/01/2050		22,645,600
	9,455,000	Maricopa County Arizona Pollution Control Corp.		5.00	%	06/01/2035		9,602,025
	5,030,000	Maryland Health & Higher Educational Facilities Authority		5.50	%	01/01/2036		6,044,098
	1,615,000	Massachusetts Health & Educational Facilities Authority#		4.79	%	07/01/2023		1,615,000
	5,100,000	Massachusetts Health & Educational Facilities Authority#		3.50	%	07/01/2023		5,100,000
	1,200,000	Massachusetts Health & Educational Facilities Authority#		5.75	%	07/01/2023		1,200,000
	150,000	Massachusetts Health & Educational Facilities Authority		5.00	%	10/01/2024		150,483
	1,495,000	Metropolitan Pier & Exposition Authority+		4.09	%	12/15/2033		964,036
	10,000,000	Metropolitan Pier & Exposition Authority+		4.14	%	06/15/2035		6,081,900
	10,165,000	Metropolitan Pier & Exposition Authority+		4.12	%	06/15/2037		5,702,870
	7,470,000	Metropolitan Pier & Exposition Authority+		4.12	%	06/15/2038		4,020,503
	13,000,000	Metropolitan Pier & Exposition Authority		4.00	%	06/15/2050		13,589,030
	1,705,000	Metropolitan Transportation Authority+		3.20	%	11/15/2029		1,366,796
	6,000,000	Metropolitan Transportation Authority+		3.61	%	11/15/2033		4,200,660
	1,895,000	Miami Beach Florida Health Facilities		5.00	%	11/15/2029		2,067,900
	6,760,000	Miami-Dade County Florida Water & Sewer System Revenue		4.00	%	10/01/2035		7,644,276
	2,775,000	Minneapolis & St. Paul, Minnesota Housing & Redevelopment Authority#		2.30	%	08/01/2027		2,775,000
	1,000,000	Minneapolis & St. Paul, Minnesota Housing & Redevelopment Authority#		2.39	%	08/01/2028		1,000,000
	5,000,000	Mission Texas Economic Development Corp.^		4.63	%	10/01/2031		5,406,750
	1,600,000	Mountain House California Public Financing Authority		5.00	%	12/01/2027		1,603,440
	2,565,000	Mountain House California Public Financing Authority		5.00	%	12/01/2032		2,570,515
	1,000,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.00	%	04/01/2029		1,091,680
	1,080,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.00	%	07/01/2031		1,134,929
	1,750,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.25	%	07/01/2036		1,843,328
	4,000,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.00	%	07/01/2046		4,194,120
	1,250,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.50	%	07/01/2046		1,312,538
	1,000,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.75	%	07/01/2051		1,058,180
	10,000,000	New Jersey Turnpike Authority (1 Month LIBOR USD + 0.70%)		1.90	%	01/02/2024		10,105,800
	12,250,000	New York & New Jersey Port Authority		4.00	%	11/01/2034		14,071,820
	2,375,000	New York City Industrial Development Agency		5.00	%	01/01/2039		2,402,740

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

www.brownadvisory.com/mf

Brown Advisory Tax-Exempt Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 96.3% (Continued)

Revenue Bonds — 77.6% (Continued)
	3,000,000	New York City Industrial Development Agency		5.00	%	01/01/2046		3,035,010
	5,000,000	New York Convention Center Development Corp.+		3.77	%	11/15/2041		2,655,250
	25,950,000	New York Liberty Development Corp.		2.80	%	09/15/2069		26,166,942
	3,375,000	Newport News Virginia Economic Development Authority		5.00	%	12/01/2031		3,722,659
	1,760,000	Niagara County New York Tobacco Asset Securitization Corp.		5.00	%	05/15/2024		1,947,035
	2,000,000	North Carolina Medical Care Commission		5.00	%	10/01/2031		2,217,840
	3,765,000	North Carolina Turnpike Authority+		3.89	%	01/01/2034		2,547,324
	4,165,000	North Texas Tollway Authority		5.00	%	01/01/2032		4,819,280
	5,950,000	Ohio Air Quality Development Authority^		3.75	%	01/15/2028		6,434,152
	3,275,000	Ohio, State of#		2.22	%	09/01/2041		3,242,283
	5,790,000	Oregon State Facilities Authority		5.00	%	10/01/2031		6,774,821
	1,000,000	Park Creek Colorado Metropolitan District		5.00	%	12/01/2034		1,156,600
	10,000,000	Pennsylvania Turnpike Commission		5.00	%	06/01/2029		11,935,700
	6,360,000	Pennsylvania Turnpike Commission		4.00	%	12/01/2036		7,045,099
	6,575,000	Pinellas County Florida Health Facilities Authority#		2.41	%	11/15/2023		6,575,000
	1,110,000	Prince William County Virginia Industrial Development Authority		5.00	%	01/01/2025		1,278,132
	3,120,000	Prince William County Virginia Industrial Development Authority		5.00	%	01/01/2031		3,579,545
	6,050,000	Public Finance Authority		2.63	%	11/01/2025		6,269,252
	1,500,000	Public Finance Authority^		5.00	%	09/01/2030		1,630,215
	17,483,000	Puerto Rico Sales Tax Financing Corp Sales Tax Revenue+		4.66	%	07/01/2033		11,144,189
	7,300,000	San Diego California Tobacco Settlement Revenue Funding Corp.		4.00	%	06/01/2032		7,810,927
	10,000,000	Southern California Public Power Authority (SIFMA Municipal Swap Index + 0.25%)		1.86	%	07/01/2040		10,001,300
	8,225,000	Syracuse New York Industrial Development Agency#		2.37	%	12/01/2029		8,225,000
	22,140,000	Tennessee Energy Acquisition Corp.#		4.00	%	05/01/2048		23,705,741
	7,150,000	Tennessee Energy Acquisition Corp.#		4.00	%	11/01/2049		7,951,372
	3,045,000	Terrebonne Parish Louisiana+		3.10	%	04/01/2036		1,933,331
	21,425,000	Texas Municipal Gas Acquisition & Supply Corp II (3 Month LIBOR USD + 0.87%)		2.14	%	09/15/2027		21,373,794
	6,995,000	Texas Municipal Gas Acquisition & Supply Corp. III		5.00	%	12/15/2023		7,724,788
	2,055,000	Tobacco Settlement Authority		5.25	%	06/01/2032		2,150,064
	8,425,000	Tobacco Settlement Financing Corp.		5.00	%	06/01/2024		9,563,218
	11,105,000	Tobacco Settlement Financing Corp.		5.00	%	06/01/2031		13,446,156
	27,500,000	Tobacco Settlement Financing Corp.		5.00	%	06/01/2035		30,884,700
	1,045,000	Triborough Bridge & Tunnel Authority+		3.38	%	11/15/2031		788,212
	9,030,000	TSASC, Inc.		5.00	%	06/01/2031		10,747,687
	15,500,000	Union County New Jersey Utilities Authority		5.25	%	12/01/2031		16,590,270
	2,405,000	University of Connecticut		5.00	%	03/15/2029		2,864,596
	2,123,528	Vermont Student Assistance Corp. (3 Month LIBOR USD + 3.00%)		4.90	%	12/03/2035		2,192,585
	5,755,000	Virginia Public Building Authority		4.00	%	08/01/2036		6,619,631
	4,000,000	Virginia Small Business Financing Authority		5.00	%	07/01/2034		4,258,600
	24,290,000	Virginia Small Business Financing Authority		5.00	%	07/01/2049		25,742,056
	1,000,000	Washington State Housing Finance Commission^		4.00	%	01/01/2026		1,083,120
	2,655,000	Washington State Housing Finance Commission^		5.00	%	01/01/2031		2,996,991
	3,655,000	Wayne County Michigan Airport Authority		5.00	%	12/01/2038		4,240,823
	1,610,000	Wisconsin Health & Educational Facilities Authority		5.00	%	05/01/2027		1,805,277
	1,730,000	Wisconsin Health & Educational Facilities Authority		5.00	%	08/15/2028		1,916,304
	650,000	Wisconsin Health & Educational Facilities Authority		5.00	%	09/15/2037		676,923
	2,010,000	Yamhill County Oregon Hospital Authority		4.00	%	11/15/2026		2,140,047
	480,000	Yamhill County Oregon Hospital Authority		5.00	%	11/15/2031		540,792
	460,000	Yamhill County Oregon Hospital Authority		5.00	%	11/15/2036		512,872
	1,085,000	Yamhill County Oregon Hospital Authority		5.00	%	11/15/2046		1,197,666
								889,262,091
Total Municipal Bonds (Cost $1,066,181,598)								1,104,289,373

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

www.brownadvisory.com/mf

Brown Advisory Tax-Exempt Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Short-Term Investments — 4.1%

Money Market Funds — 4.1%
		46,644,394	First American Government Obligations Fund — Class Z, 1.47%*		46,644,394
Total Short-Term Investments (Cost $46,644,394)					46,644,394
Total Investments — 100.4% (Cost $1,112,825,992)					1,150,933,767
Liabilities in Excess of Other Assets — (0.4)%					(4,505,634	)
NET ASSETS — 100.0%				$	1,146,428,133

+		Zero coupon bond. Rate disclosed is calculated yield to maturity as of the date of this report.
#		Variable rate security. Rate disclosed is as of the date of this report.
^		Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.
*		Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Revenue Bonds	77.6	%
General Obligation Bonds	18.7	%
Money Market Funds	4.1	%
Other Assets and Liabilities	(0.4	)%
	100.0	%

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

www.brownadvisory.com/mf

Brown Advisory Tax-Exempt Sustainable Bond Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

The Brown Advisory Tax-Exempt Sustainable Bond Fund (the “Fund”) launched December 2, 2019 and is benchmarked against the Bloomberg Barclays 1-10 Year Blended Municipal Bond Index (the “Index”).

The Fund aims to generate performance primarily through individual security selection that augments fundamental credit analysis with integrated ESG research. The Fund seeks to provide a high level of current income exempt from federal income tax by investing primarily in intermediate-term investment grade municipal bonds while giving special consideration to ESG criteria. The Fund seeks to identify and invest in issuers whose ESG characteristics strengthen their credit profiles, as well as issuers whose use of proceeds create positive environmental and social impacts.

It is important to emphasize that we neither attempt to predict the future direction of interest rates, nor do we invest the Fund in a manner where relative performance is specifically tied to broad interest rate moves. However, we view the current landscape as somewhat supportive of the current (low) level of interest rates. Unless conditions change unexpectedly, the Federal Reserve is likely on hold for an extended period, as downside economic risks have faded and inflation remains well below target. We believe the Fed could also continue cutting rates if signs of a slowdown emerge, whereas the bar for rate hikes is quite high. When this benign rate environment is combined with record demand for municipal bonds, it creates a challenge for investors who are faced with high taxes and limited investment options.

So how can a municipal bond investor generate alpha in world where the old paradigm may be changing? The answer we believe is by taking a flexible approach to capital allocation. We are benchmark-aware, but not benchmark beholden. Our goal is to deliver a portfolio that provides principal stability and upside potential. To achieve our goal we have been able to utilize non-benchmark municipals, like floating-rate bonds, along with somewhat “off-the-run” structures, like lower-coupon bonds and short-call bonds that have more attractive relative valuations.

Finding the right balance of risk and reward at this point in the market cycle requires a disciplined process, an open mind and discerning analysis. In the current environment, we believe our flexible approach can offer a better return profile and more extensive diversification than our benchmark, and also many of our peers. We believe our approach to fundamental and ESG research, and holistic risk management should continue to provide opportunities for both principal stability and upside potential in a wide variety of economic scenarios.

In addition, we are happy to announce that we launched our first annual Impact Report on the Fund that highlights the environmental and social impact from our investments over the past year. We look forward to hearing feedback and continuing to enhance our reporting efforts.

Sincerely,

Stephen M. Shutz, CFA

Portfolio Manager

Amy Hauter, CFA

Portfolio Manager

www.brownadvisory.com/mf

Brown Advisory Tax-Exempt Sustainable Bond Fund

A Message to Our Shareholders

December 31, 2019

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. The Fund is non-diversified which means it may invest a large percentage of its assets in the securities of fewer issuers. Concentration in a limited number of issuers exposes the Fund to greater market risk than if its assets were diversified among a greater number of issuers. The Fund is also subject to interest rate risk which is the risk that debt securities in the Fund’s portfolio will decline in value because of an increase in market interest rates. This risk is usually greater for longer-term debt securities. Income from tax-exempt funds may be subject to state and local taxes and a portion of income may be subject to the Federal Alternative minimum tax for certain investors.

Diversification does not assure a profit nor protect against loss in a declining market.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Tax-Exempt Sustainable Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 95.2%

General Obligation Bonds — 9.6%
	2,400,000	Alhambra California Unified School District+		2.41	%	08/01/2034		1,697,064
	1,080,000	Coachella Valley California Unified School District+		2.59	%	08/01/2034		747,360
	2,500,000	Illinois, State of		5.00	%	11/01/2026		2,862,625
	1,100,000	Placentia-Yorba Linda California Unified School District+		2.62	%	08/01/2036		718,168
								6,025,217
Revenue Bonds — 85.6%
	425,000	Arlington Texas Higher Education Finance Corp.		5.00	%	08/15/2026		517,242
	1,000,000	California Health Facilities Financing Authority#		2.29	%	11/01/2033		1,000,000
	630,000	California Infrastructure & Economic Development Bank		4.00	%	08/01/2023		696,541
	500,000	California Infrastructure & Economic Development Bank		4.00	%	08/01/2024		566,140
	1,000,000	California Infrastructure & Economic Development Bank (3 Month LIBOR USD + 0.37%)		1.71	%	04/01/2038		1,000,170
	1,005,000	California Infrastructure & Economic Development Bank		5.00	%	08/01/2038		1,266,561
	1,000,000	California Infrastructure & Economic Development Bank		5.00	%	08/01/2039		1,260,790
	1,500,000	California Infrastructure & Economic Development Bank (1 Month LIBOR USD + 0.20%)		1.40	%	10/01/2047		1,500,045
	1,170,000	California Municipal Finance Authority^		5.00	%	11/01/2029		1,366,724
	575,000	California Municipal Finance Authority^		5.00	%	11/01/2049		637,094
	2,000,000	California Statewide Communities Development Authority#		2.63	%	11/01/2033		2,074,600
	975,000	Cedar Rapids, Iowa#		2.30	%	08/15/2032		975,000
	1,000,000	Connecticut State Clean Water Fund		4.00	%	02/01/2035		1,163,510
	1,500,000	Connecticut State Clean Water Fund		5.00	%	05/01/2036		1,839,750
	2,500,000	Delaware Valley Regional Finance Authority (SIFMA Municipal Swap Index + 0.53%)		2.14	%	09/01/2048		2,504,849
	2,000,000	Denver Colorado Airport System Revenue		5.00	%	12/01/2034		2,441,260
	600,000	Harris County Texas Flood Control District		5.00	%	10/01/2027		719,412
	1,405,000	Hartford County Connecticut Metropolitan District Clean Water Project		5.00	%	11/01/2036		1,618,434
	1,500,000	Los Angeles California Department of Airports		5.00	%	05/15/2031		1,894,140
	1,000,000	Metropolitan Pier & Exposition Authority		5.00	%	06/15/2042		1,065,730
	2,000,000	Metropolitan Pier & Exposition Authority		4.00	%	06/15/2050		2,090,620
	1,250,000	Metropolitan Transportation Authority		5.00	%	11/15/2038		1,548,800
	1,350,000	Michigan Finance Authority		5.00	%	10/01/2020		1,390,028
	1,000,000	Minneapolis & St. Paul, Minnesota Housing & Redevelopment Authority		5.25	%	08/15/2025		1,024,790
	850,000	Minneapolis & St. Paul, Minnesota Housing & Redevelopment Authority#		2.39	%	08/01/2028		850,000
	2,000,000	Minnesota Municipal Power Agency		5.25	%	10/01/2035		2,058,760
	1,000,000	New Hampshire Business Finance Authority (SIFMA Municipal Swap Index + 0.75%)		2.36	%	10/01/2033		999,830
	1,190,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.50	%	07/01/2046		1,249,536
	885,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.75	%	07/01/2051		936,489
	2,000,000	New York City Housing Development Corp.		2.60	%	11/01/2034		2,005,460
	2,050,000	New York State Environmental Facilities Corp.#		1.45	%	05/01/2030		2,050,000
	2,500,000	New York State Housing Finance Agency		1.60	%	11/01/2024		2,501,400
	1,000,000	Ohio Higher Educational Facility Commission#		1.63	%	12/01/2034		1,000,110
	1,000,000	Ohio, State of#		2.30	%	03/01/2036		1,000,000
	1,500,000	Ohio, State of (SIFMA Municipal Swap Index + 0.40%)		2.01	%	01/01/2052		1,503,150
	1,500,000	Port of Los Angeles		5.00	%	08/01/2023		1,693,500
	1,500,000	Portland Metropolitan General Airport Revenue		4.00	%	01/01/2038		1,713,570
	2,000,000	Regents of the University of California Medical Center Pooled Revenue
		(3 Month LIBOR USD + 0.79%)		2.07	%	05/15/2047		1,907,980
								53,632,015
Total Municipal Bonds (Cost $59,592,616)								59,657,232

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

www.brownadvisory.com/mf

Brown Advisory Tax-Exempt Sustainable Bond Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Short-Term Investments — 5.4%

Money Market Funds — 5.4%
		3,397,905	First American Government Obligations Fund — Class Z, 1.47%*		3,397,905
Total Short-Term Investments (Cost $3,397,905)					3,397,905
Total Investments — 100.6% (Cost $62,990,521)					63,055,137
Liabilities in Excess of Other Assets — (0.6)%					(362,398	)
NET ASSETS — 100.0%				$	62,692,739

+		Zero coupon bond. Rate disclosed is calculated yield to maturity as of the date of this report.
#		Variable rate security. Rate disclosed is as of the date of this report.
^		Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.
*		Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Revenue Bonds	85.6	%
General Obligation Bonds	9.6	%
Money Market Funds	5.4	%
Other Assets and Liabilities	(0.6	)%
	100.0	%

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

www.brownadvisory.com/mf

Brown Advisory Mortgage Securities Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory Mortgage Securities Fund – Investor Shares (the “Fund”) increased 1.86%. During the same period, the Bloomberg Barclays Mortgage Backed Securities Index (the “Index”), the Fund’s benchmark, increased 2.09%.

The Fund aims to generate performance through strong current income generation from high quality mortgage-related securities. The mortgage sector in particular is highly sensitive to interest rate volatility and assumptions around borrower refinancing behavior. Our disciplined process is supported by detailed individual security selection with a keen focus on downside protection from these factors across all interest rate environments.

During the course of the period, the Fund’s underweight to traditional mortgage exposure was the primary driver behind the mild underperformance as interest rate volatility and fears of recession subsided. The 10-year treasury bottomed toward the beginning of September and gradually rose through December. After underperforming for most of the calendar year, mortgages sharply outperformed Treasuries as borrowers tended to slow their rapid rate of refinancing. We remain underweight lower coupon mortgages as our team sees few opportunities to capitalize on individual security selection. Rather, we favor seasoned, higher coupon passthroughs and specific parts of the agency commercial mortgage market given their more predictable cash flows.

Within our non-agency holdings, we maintain an allocation to low-duration asset-backed securities and floating rate securitized products. Notably in August, we began increasing our exposure to credit risk transfer securities (CRTs), also known as GSE risk-sharing securities. These are notes sold by Freddie Mac and Fannie Mae to transfer default risk of agency-originated residential mortgages to private investors. We feel that the combination of strong underlying fundamentals and technical selling pressure led to an attractive entry point for an opportunistic allocation. Overall, we feel that these out-of-benchmark sectors help to reduce our sensitivity to interest rates and offer compelling risk adjusted return.

Looking forward, we believe that mortgage investors will face a more difficult environment due to lower rates and more disparate prepayment profiles. Our objective for the Fund is to build a portfolio that is resilient to a wide variety of challenging markets. By balancing attractive income generation with stable prepayment profiles and fundamentally sound credits, we aim to deliver incremental return with the stability of a government related mandate.

Sincerely,

John Henry Iucker, CFA

Portfolio Manager

Thomas D.D. Graff, CFA

Portfolio Manager

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. Investments in Asset-Backed and Mortgage-Backed securities include additional risks that investor should be aware of including credit risk, prepayment risk, possible illiquidity and default, as well as increased susceptibility to adverse economic developments. Certain fixed income securities held by the Fund may be difficult (or impossible) to sell at the time and at the price the Adviser would like. As a result, the Fund may have to hold these securities longer than it would like and may forego other investment opportunities. Issuers may experience an acceleration in prepayments of mortgage loans or other receivables backing the issuers’ fixed income securities when interest rates decline, which can shorten the maturity of the security, force the Fund to invest in securities with lower interest rates, and reduce the Fund’s return. Issuers may decrease prepayments of principal when interest rates increase, extending the maturity of a fixed income security and causing the value of the security to decline. Investing involves risk. Principal loss is possible. Investors should consult a tax professional for advice and information concerning the tax features of mortgage backed securities and fixed coupon bonds. Mortgage-backed securities (MBS) are bonds secured by a mortgage or collection of mortgages. Diversification does not assure a profit nor protect against loss in a declining market.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Mortgage Securities Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 85.9%
	986,000	DBGS Mortgage Trust, Series 2018-C1 7EA^		4.64	%	10/17/2051		1,027,204
	51,714	FHLMC PC, Pool# N3-0530		5.50	%	01/01/2029		52,597
	102,688	FHLMC PC, Pool# C5-3878		5.50	%	12/01/2030		113,476
	266,093	FHLMC PC, Pool# C9-1366		4.50	%	04/01/2031		286,223
	63,054	FHLMC PC, Pool# C6-6421		6.50	%	02/01/2032		70,042
	225,241	FHLMC PC, Pool# N7-0078		5.50	%	01/01/2033		240,690
	78,546	FHLMC PC, Pool# 1B-0889 (12 Month LIBOR USD + 1.59%)		4.50	%	05/01/2033		80,918
	648,025	FHLMC PC, Pool# C7-9930		5.50	%	06/01/2033		717,979
	728,625	FHLMC PC, Pool# A1-2929		5.00	%	08/01/2033		808,447
	144,184	FHLMC PC, Pool# A1-4256		5.50	%	10/01/2033		161,753
	306,014	FHLMC PC, Pool# G3-0932		4.50	%	03/01/2034		329,128
	590,326	FHLMC PC, Pool# A3-0648		5.50	%	12/01/2034		653,062
	51,395	FHLMC PC, Pool# 1J-0204 (12 Month LIBOR USD + 1.75%)		4.64	%	05/01/2035		54,050
	174,957	FHLMC PC, Pool# N7-0071		6.00	%	06/01/2035		188,835
	73,081	FHLMC PC, Pool# A4-6629		5.00	%	08/01/2035		79,546
	1,284,807	FHLMC PC, Pool# K9-3365		3.50	%	11/01/2035		1,340,846
	975,801	FHLMC PC, Pool# K9-3349		4.00	%	11/01/2035		1,040,346
	127,562	FHLMC PC, Pool# A3-9555		5.50	%	11/01/2035		143,637
	370,606	FHLMC PC, Pool# G0-1980		5.00	%	12/01/2035		413,752
	31,743	FHLMC PC, Pool# 1L-1263 (1 Year CMT Rate + 2.25%)		4.89	%	03/01/2036		33,547
	32,398	FHLMC PC, Pool# 1H-1348 (1 Year CMT Rate + 2.14%)		4.31	%	10/01/2036		34,190
	304,040	FHLMC PC, Pool# G2-0028		7.50	%	12/01/2036		338,640
	104,737	FHLMC PC, Pool# B3-1891		5.38	%	01/01/2037		112,545
	197,413	FHLMC PC, Pool# A5-6261		5.50	%	01/01/2037		221,753
	126,690	FHLMC PC, Pool# 84-7727 (12 Month LIBOR USD + 1.74%)		3.78	%	02/01/2037		132,193
	202,942	FHLMC PC, Pool# B3-1900		5.38	%	02/01/2037		218,653
	119,291	FHLMC PC, Pool# B3-1934		5.38	%	04/01/2037		128,133
	80,404	FHLMC PC, Pool# B3-1950		5.10	%	05/01/2037		86,126
	96,406	FHLMC PC, Pool# B3-1976		5.10	%	05/01/2037		103,240
	177,286	FHLMC PC, Pool# A6-7884		5.38	%	05/01/2037		190,884
	57,337	FHLMC PC, Pool# 1J-1681 (12 Month LIBOR USD + 1.98%)		4.86	%	06/01/2037		60,968
	171,833	FHLMC PC, Pool# B3-2000		5.10	%	06/01/2037		183,882
	97,211	FHLMC PC, Pool# U3-0471		5.10	%	07/01/2037		104,065
	55,909	FHLMC PC, Pool# U3-0653		5.13	%	07/01/2037		60,239
	75,876	FHLMC PC, Pool# U3-0606		5.10	%	09/01/2037		81,244
	230,459	FHLMC PC, Pool# U3-0681		5.10	%	09/01/2037		246,524
	52,435	FHLMC PC, Pool# 1G-2249 (12 Month LIBOR USD + 1.78%)		3.65	%	10/01/2037		54,892
	268,650	FHLMC PC, Pool# T3-0346		5.38	%	10/01/2037		288,732
	85,592	FHLMC PC, Pool# U3-0800		5.10	%	11/01/2037		91,608
	146,989	FHLMC PC, Pool# U3-1874		5.38	%	04/01/2038		157,991
	355,444	FHLMC PC, Pool# N7-0082		6.00	%	07/01/2038		387,036
	215,561	FHLMC PC, Pool# G0-4655		6.00	%	08/01/2038		249,190
	255,359	FHLMC PC, Pool# G0-4540		6.00	%	08/01/2038		295,145
	114,295	FHLMC PC, Pool# U3-2470		5.10	%	11/01/2038		122,336
	141,230	FHLMC PC, Pool# G0-8348		5.00	%	06/01/2039		155,904
	838,492	FHLMC PC, Pool# A8-7915		5.00	%	08/01/2039		942,098
	159,634	FHLMC PC, Pool# G0-7053		5.00	%	10/01/2039		178,262
	476,191	FHLMC PC, Pool# A9-2630		5.00	%	06/01/2040		535,169
	1,182,639	FHLMC PC, Pool# G0-7054		5.00	%	06/01/2041		1,304,961
	475,719	FHLMC PC, Pool# Q3-8585		4.00	%	10/01/2043		495,304
	2,165,411	FHLMC PC, Pool# V8-2155		4.00	%	12/01/2045		2,308,188
	737,123	FHLMC PC, Pool# G0-8828		5.50	%	04/01/2048		800,061
	1,842,909	FHLMC REMIC, Series 4318 DI~		2.50	%	08/15/2022		40,139
	1,947,977	FHLMC REMIC, Series 4329 CI~		2.50	%	01/15/2023		51,445
	39,218	FHLMC REMIC, Series 1843 Z		7.00	%	04/15/2026		42,095
	169,790	FHLMC REMIC, Series 2517 Z		5.50	%	10/15/2032		181,612

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

www.brownadvisory.com/mf

Brown Advisory Mortgage Securities Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 85.9% (Continued)
	368,495	FHLMC REMIC, Series 2890 ZA		5.00	%	11/15/2034		409,333
	572,548	FHLMC REMIC, Series 3150 DZ		5.50	%	05/15/2036		652,534
	241,141	FHLMC REMIC, Series 3294 CB		5.50	%	03/15/2037		271,168
	1,357,662	FHLMC REMIC, Series 4309 BI~		3.00	%	08/15/2039		103,590
	968,736	FHLMC REMIC, Series 4828 MA		4.00	%	08/15/2042		978,062
	1,120,114	FHLMC REMIC, Series 4784 ED		4.00	%	06/15/2044		1,139,760
	1,450,000	FHLMC SCRTT, Series 2016-1 M1#^		3.00	%	09/25/2055		1,424,623
	1,000,000	FHLMC SCRTT, Series 2017-1 M1#^		4.00	%	01/25/2056		1,008,822
	1,180,098	FHLMC STACR, Series 2013-DN2 M2 (1 Month LIBOR USD + 4.25%)		6.04	%	11/27/2023		1,272,699
	863,308	FHLMC STACR, Series 2014-DN3 M3 (1 Month LIBOR USD + 4.00%)		5.79	%	08/26/2024		920,514
	515,000	FHLMC STACR, Series 2015-HQA1 M3 (1 Month LIBOR USD + 4.70%)		6.49	%	03/27/2028		548,608
	2,000,000	FHLMC STACR, Series 2015-HQA2 M3 (1 Month LIBOR USD + 4.80%)		6.59	%	05/25/2028		2,158,552
	2,050,000	FHLMC STACR, Series 2016-DNA3 M3 (1 Month LIBOR USD + 5.00%)		6.79	%	12/26/2028		2,237,032
	2,500,000	FHLMC STACR, Series 2016-DNA4 M3 (1 Month LIBOR USD + 3.80%)		5.59	%	03/25/2029		2,661,544
	1,000,000	FHLMC STACR, Series 2017-DNA1 M2 (1 Month LIBOR USD + 3.25%)		5.04	%	07/25/2029		1,051,971
	918,000	FHLMC STACR, Series 2017-DNA2 M2 (1 Month LIBOR USD + 3.45%)		5.24	%	10/25/2029		978,797
	300,223	FHLMC WLST, Series 2017-SC02 2A1		3.50	%	05/25/2047		303,260
	13,423,804	FHMS, Series K-019 X1#~		1.59	%	03/25/2022		404,710
	12,221,465	FHMS, Series K-021 X1#~		1.43	%	06/25/2022		366,281
	15,691,251	FHMS, Series K-721 X1#~		0.33	%	08/25/2022		122,953
	24,747,360	FHMS, Series K-025 X1#~		0.82	%	10/25/2022		492,185
	13,224,218	FHMS, Series K-035 X1#~		0.38	%	08/25/2023		158,893
	63,416,360	FHMS, Series K-C02 X1#~		0.37	%	03/25/2024		959,179
	16,249,811	FHMS, Series K-038 X1#~		1.13	%	03/25/2024		648,385
	36,740,474	FHMS, Series K-040 X1#~		0.72	%	09/25/2024		1,075,181
	17,879,795	FHMS, Series K-C03 X1#~		0.49	%	11/25/2024		396,372
	116,308,365	FHMS, Series K-047 X1#~		0.14	%	05/25/2025		861,159
	17,798,000	FHMS, Series K-C06 X1#~		0.90	%	06/25/2025		774,669
	31,411,725	FHMS, Series K-734 X1#~		0.65	%	02/25/2026		1,087,856
	9,453,193	FHMS, Series K-055 X1#~		1.36	%	03/25/2026		678,824
	27,851,966	FHMS, Series K-735 X1#~		0.97	%	05/25/2026		1,500,513
	17,548,622	FHMS, Series K-736 X1#~		1.31	%	07/25/2026		1,253,482
	5,380,151	FHMS, Series K-058 X1#~		0.93	%	08/25/2026		283,651
	6,509,788	FHMS, Series K-059 X1#~		0.31	%	09/25/2026		118,831
	14,000,000	FHMS, Series K-C04 X1#~		1.25	%	12/25/2026		908,468
	55,400,349	FHMS, Series K-063 X1#~		0.29	%	01/25/2027		1,023,294
	22,423,623	FHMS, Series K-064 X1#~		0.61	%	03/25/2027		860,845
	4,362,452	FHMS, Series K-W03 X1#~		0.84	%	06/25/2027		209,235
	15,534,880	FHMS, Series K-C05 X1#~		1.20	%	07/25/2027		1,029,271
	12,618,115	FHMS, Series K-068 X1#~		0.43	%	08/25/2027		372,300
	30,394,231	FHMS, Series K-069 X1#~		0.36	%	09/25/2027		789,286
	42,773,327	FHMS, Series K-070 X1#~		0.33	%	11/25/2027		1,021,816
	31,780,486	FHMS, Series K-072 X1#~		0.37	%	12/25/2027		845,831
	3,834,810	FHMS, Series Q-006 APT1#		2.63	%	04/25/2028		3,823,597
	19,964,235	FHMS, Series K-087 X1#~		0.36	%	12/25/2028		604,992
	18,225,352	FHMS, Series K-091 X1#~		0.56	%	03/25/2029		842,352
	12,673,226	FHMS, Series K-092 X1#~		0.71	%	04/25/2029		731,880
	10,000,000	FHMS, Series K-G01 X1#~		0.97	%	04/25/2029		670,141
	6,294,443	FHMS, Series K-093 X1#~		0.95	%	05/25/2029		475,614
	10,996,951	FHMS, Series K-094 X1#~		0.88	%	06/25/2029		781,297
	6,250,000	FHMS, Series K-G02 X1#~		1.14	%	08/25/2029		495,136
	10,000,000	FHMS, Series K-103 X1#~		0.76	%	11/25/2029		540,290
	2,461,596	FHMS, Series Q-004 A2H#		2.98	%	01/25/2046		2,478,493
	1,116,151	FHMS, Series Q-010 APT1#		2.80	%	04/25/2046		1,123,711
	4,457,932	FHMS, Series Q-007 APT1#		2.98	%	10/25/2047		4,537,908
	3,565,434	FHMS, Series Q-007 APT2#		3.33	%	10/25/2047		3,695,335

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

www.brownadvisory.com/mf

Brown Advisory Mortgage Securities Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 85.9% (Continued)
	35,819	FNMA, Pool# 922791		6.50	%	12/01/2021		35,987
	405,632	FNMA, Pool# BL0273		4.36	%	10/01/2023		421,168
	1,000,000	FNMA, Pool# AN9202		3.32	%	05/01/2025		1,023,755
	1,218,889	FNMA, Pool# 109465		3.58	%	08/01/2025		1,269,534
	50,777	FNMA, Pool# 336422 (3 Year CMT Rate + 2.30%)		4.67	%	10/01/2025		51,076
	157,301	FNMA, Pool# 344903		5.50	%	10/01/2025		169,178
	452,740	FNMA, Pool# BL1165		3.62	%	01/01/2026		485,475
	472,425	FNMA, Pool# BL1166		3.62	%	01/01/2026		506,582
	86,608	FNMA, Pool# 356232		6.50	%	01/01/2026		96,176
	41,021	FNMA, Pool# 406521 (1 Year CMT Rate + 2.52%)		4.90	%	05/01/2026		41,572
	2,676,624	FNMA, Pool# AN3155		2.49	%	11/01/2026		2,700,999
	62,881	FNMA, Pool# 356329 (1 Year CMT Rate + 2.64%)		4.26	%	01/01/2027		64,020
	20,364	FNMA, Pool# 363850 (1 Year CMT Rate + 2.13%)		4.70	%	04/01/2027		20,707
	43,440	FNMA, Pool# 406380 (1 Year CMT Rate + 2.17%)		4.40	%	11/01/2027		44,043
	1,005,235	FNMA, Pool# 257203		5.00	%	05/01/2028		1,072,881
	1,991,786	FNMA, Pool# AN2738		2.39	%	09/01/2028		1,994,484
	846,110	FNMA, Pool# 958720		5.65	%	10/01/2028		943,820
	797,634	FNMA, Pool# 957502		3.98	%	07/01/2029		845,184
	46,240	FNMA, Pool# 520478 (1 Year CMT Rate + 2.10%)		3.85	%	11/01/2029		46,977
	40,876	FNMA, Pool# 559439 (1 Year CMT Rate + 2.27%)		4.02	%	09/01/2030		41,772
	54,070	FNMA, Pool# 573097 (1 Year CMT Rate + 2.21%)		3.96	%	02/01/2031		54,839
	175,682	FNMA, Pool# AL0898		5.00	%	02/01/2031		189,137
	40,805	FNMA, Pool# 590852 (1 Year CMT Rate + 2.11%)		4.49	%	07/01/2031		41,377
	2,600,522	FNMA, Pool# AI4717		4.50	%	07/01/2031		2,795,111
	47,616	FNMA, Pool# 656181 (1 Year CMT Rate + 2.16%)		4.50	%	08/01/2031		49,321
	39,611	FNMA, Pool# 723313 (1 Year CMT Rate + 2.54%)		4.54	%	09/01/2031		40,047
	10,652	FNMA, Pool# 642122 (1 Year CMT Rate + 2.27%)		4.77	%	03/01/2032		10,844
	32,383	FNMA, Pool# 628837		6.50	%	03/01/2032		36,005
	42,056	FNMA, Pool# 640225 (1 Year CMT Rate + 2.27%)		4.77	%	04/01/2032		43,391
	42,453	FNMA, Pool# 662138 (1 Year CMT Rate + 2.30%)		4.30	%	09/01/2032		42,965
	44,471	FNMA, Pool# 668309 (1 Year CMT Rate + 2.02%)		4.02	%	11/01/2032		44,899
	31,184	FNMA, Pool# 696546 (6 Month LIBOR USD + 2.26%)		4.51	%	03/01/2033		31,212
	198,173	FNMA, Pool# 688002		5.50	%	03/01/2033		223,128
	488,672	FNMA, Pool# 687887		5.50	%	03/01/2033		550,193
	450,125	FNMA, Pool# 702427		5.50	%	04/01/2033		506,748
	81,670	FNMA, Pool# 711206		5.50	%	05/01/2033		87,932
	292,167	FNMA, Pool# 711501		5.50	%	05/01/2033		318,839
	726,099	FNMA, Pool# 555458		5.50	%	05/01/2033		817,845
	34,111	FNMA, Pool# 555819 (6 Month LIBOR USD + 1.56%)		3.48	%	07/01/2033		35,135
	42,558	FNMA, Pool# 744805 (6 Month LIBOR USD + 1.52%)		3.52	%	11/01/2033		42,949
	25,616	FNMA, Pool# 751498 (1 Year CMT Rate + 2.22%)		4.00	%	11/01/2033		26,710
	29,042	FNMA, Pool# 741373 (1 Year CMT Rate + 2.28%)		4.03	%	12/01/2033		30,195
	368,321	FNMA, Pool# 725017		5.50	%	12/01/2033		414,881
	29,953	FNMA, Pool# 754767		6.50	%	12/01/2033		33,253
	328,223	FNMA, Pool# 725599		5.50	%	01/01/2034		369,714
	599,284	FNMA, Pool# 759331		5.50	%	01/01/2034		675,142
	1,067,563	FNMA, Pool# 763673		5.50	%	01/01/2034		1,201,886
	32,240	FNMA, Pool# 764342 (6 Month LIBOR USD + 1.52%)		3.77	%	02/01/2034		33,208
	31,220	FNMA, Pool# 774969 (1 Year CMT Rate + 2.28%)		4.78	%	04/01/2034		31,976
	548,457	FNMA, Pool# 763545		5.50	%	04/01/2034		617,239
	18,815	FNMA, Pool# 789060 (12 Month LIBOR USD + 1.75%)		4.38	%	07/01/2034		19,559
	124,141	FNMA, Pool# 783554 (1 Year CMT Rate + 2.21%)		4.59	%	07/01/2034		127,224
	285,210	FNMA, Pool# 801034		5.50	%	11/01/2034		313,917
	26,043	FNMA, Pool# 819649 (12 Month LIBOR USD + 1.52%)		4.60	%	03/01/2035		27,051
	78,054	FNMA, Pool# 889829		5.00	%	07/01/2035		86,064
	43,594	FNMA, Pool# 830970 (12 Month LIBOR USD + 1.83%)		4.47	%	08/01/2035		45,812

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

www.brownadvisory.com/mf

Brown Advisory Mortgage Securities Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 85.9% (Continued)
	75,777	FNMA, Pool# 837329 (1 Year CMT Rate + 2.04%)		4.12	%	09/01/2035		78,390
	57,138	FNMA, Pool# 836715 (12 Month LIBOR USD + 1.77%)		3.77	%	10/01/2035		57,419
	18,430	FNMA, Pool# 836335 (1 Year CMT Rate + 2.23%)		4.23	%	10/01/2035		18,623
	138,672	FNMA, Pool# 842006		4.25	%	10/01/2035		145,143
	1,489,863	FNMA, Pool# AL3596		5.00	%	10/01/2035		1,662,575
	37,864	FNMA, Pool# 922680 (12 Month LIBOR USD + 1.91%)		4.51	%	11/01/2035		39,986
	274,548	FNMA, Pool# 850232		4.25	%	12/01/2035		287,897
	14,069	FNMA, Pool# 865849 (12 Month LIBOR USD + 1.54%)		4.66	%	03/01/2036		14,455
	47,673	FNMA, Pool# 877009 (12 Month LIBOR USD + 2.38%)		5.20	%	03/01/2036		51,045
	52,066	FNMA, Pool# 868568 (12 Month LIBOR USD + 1.76%)		4.71	%	04/01/2036		54,841
	67,491	FNMA, Pool# 882017 (6 Month LIBOR USD + 1.56%)		3.56	%	05/01/2036		69,840
	32,750	FNMA, Pool# 745626 (1 Year CMT Rate + 2.14%)		4.57	%	05/01/2036		34,076
	17,068	FNMA, Pool# 872895 (12 Month LIBOR USD + 1.68%)		4.47	%	06/01/2036		17,916
	28,726	FNMA, Pool# 886163 (12 Month LIBOR USD + 1.80%)		4.42	%	07/01/2036		30,012
	470,025	FNMA, Pool# 896838		5.45	%	07/01/2036		508,617
	148,210	FNMA, Pool# 745818		6.50	%	09/01/2036		165,778
	166,072	FNMA, Pool# 894270 (1 Year CMT Rate + 2.50%)		4.25	%	10/01/2036		167,859
	640,198	FNMA, Pool# 960606		5.50	%	10/01/2036		715,311
	4,739	FNMA, Pool# 905193 (12 Month LIBOR USD + 1.99%)		4.11	%	11/01/2036		4,827
	82,720	FNMA, Pool# 902770		5.38	%	11/01/2036		88,890
	116,122	FNMA, Pool# 940309 (12 Month LIBOR USD + 1.50%)		3.37	%	01/01/2037		118,304
	23,317	FNMA, Pool# 910181 (12 Month LIBOR USD + 1.69%)		4.71	%	03/01/2037		24,501
	42,793	FNMA, Pool# 888445 (12 Month LIBOR USD + 1.55%)		4.12	%	04/01/2037		45,169
	245,236	FNMA, Pool# 995148		5.50	%	04/01/2037		276,199
	62,586	FNMA, Pool# 995521 (12 Month LIBOR USD + 1.84%)		4.72	%	05/01/2037		65,478
	115,000	FNMA, Pool# 888418		5.50	%	05/01/2037		130,122
	81,036	FNMA, Pool# 950382 (6 Month LIBOR USD + 1.11%)		3.36	%	08/01/2037		82,855
	153,130	FNMA, Pool# 941050 (12 Month LIBOR USD + 1.70%)		4.33	%	08/01/2037		152,812
	59,168	FNMA, Pool# 952835 (1 Year CMT Rate + 2.32%)		4.54	%	09/01/2037		63,033
	4,758,004	FNMA, Pool# MA3208		4.50	%	10/01/2037		5,074,582
	137,381	FNMA, Pool# 955233		6.50	%	12/01/2037		158,833
	63,440	FNMA, Pool# 962656 (12 Month LIBOR USD + 1.24%)		4.21	%	04/01/2038		65,084
	6,670	FNMA, Pool# 982237 (12 Month LIBOR USD + 1.84%)		4.72	%	05/01/2038		6,990
	412,970	FNMA, Pool# AD0100		7.00	%	12/01/2038		491,849
	105,981	FNMA, Pool# 930507		6.50	%	02/01/2039		119,815
	3,169,598	FNMA, Pool# AS2249		4.00	%	04/01/2039		3,401,253
	439,999	FNMA, Pool# AL0407		6.50	%	04/01/2039		505,514
	363,939	FNMA, Pool# AD0427		5.50	%	10/01/2039		409,046
	1,849,671	FNMA, Pool# AD3507		5.00	%	04/01/2040		2,022,777
	474,920	FNMA, Pool# AD0941		5.50	%	04/01/2040		536,262
	978,530	FNMA, Pool# AL5437		5.00	%	08/01/2040		1,077,218
	622,301	FNMA, Pool# 467095		5.90	%	01/01/2041		731,692
	638,339	FNMA, Pool# AH8447		5.50	%	04/01/2041		710,498
	246,504	FNMA, Pool# AL2903		5.50	%	09/01/2041		278,628
	971,421	FNMA, Pool# 469130		4.87	%	10/01/2041		1,065,757
	1,121,535	FNMA, Pool# AZ0579		4.00	%	02/01/2042		1,174,079
	785,390	FNMA, Pool# BC1738		4.50	%	09/01/2043		851,214
	748,463	FNMA, Pool# AS1429		4.00	%	12/01/2043		795,500
	594,098	FNMA, Pool# AV7739		4.00	%	01/01/2044		637,055
	513,716	FNMA, Pool# AW6485		4.00	%	06/01/2044		538,188
	721,857	FNMA, Pool# AY0382		4.00	%	11/01/2044		749,431
	716,019	FNMA, Pool# AW9534		4.00	%	03/01/2045		777,448
	634,686	FNMA, Pool# AZ4154		4.00	%	06/01/2045		677,232
	2,644,614	FNMA, Pool# AZ7828		4.00	%	08/01/2045		2,803,950
	1,353,197	FNMA, Pool# BA3674		4.50	%	10/01/2045		1,456,967
	1,344,006	FNMA, Pool# BA5587		4.00	%	01/01/2046		1,439,873

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

www.brownadvisory.com/mf

Brown Advisory Mortgage Securities Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 85.9% (Continued)
	905,596	FNMA, Pool# BC1231		4.00	%	02/01/2046		970,115
	507,540	FNMA, Pool# BC6366		4.50	%	02/01/2046		537,301
	350,792	FNMA, Pool# BD1241		4.50	%	05/01/2046		369,883
	1,410,653	FNMA, Pool# BD5189		4.50	%	07/01/2046		1,515,246
	703,948	FNMA, Pool# BD8599		4.50	%	11/01/2046		748,083
	805,072	FNMA, Pool# BD3999		4.50	%	05/01/2047		851,262
	971,289	FNMA, Pool# BD4009		4.00	%	07/01/2047		1,046,779
	1,045,555	FNMA, Pool# BD4010		4.00	%	07/01/2047		1,118,273
	679,619	FNMA, Pool# BD4041		4.00	%	11/01/2047		723,457
	1,158,365	FNMA, Pool# BH7686		4.50	%	12/01/2047		1,227,274
	1,459,798	FNMA, Pool# BJ8287		4.50	%	01/01/2048		1,557,692
	905,309	FNMA, Pool# BJ4035		4.50	%	02/01/2048		958,987
	976,375	FNMA, Pool# AN8989		4.07	%	04/01/2048		1,056,023
	566,808	FNMA, Pool# BJ4052		4.50	%	05/01/2048		605,639
	674,315	FNMA, Pool# BJ4050		4.50	%	05/01/2048		737,964
	936,456	FNMA, Pool# BJ4051		4.50	%	05/01/2048		1,009,559
	960,973	FNMA, Pool# BK5105		5.50	%	05/01/2048		1,057,204
	1,251,201	FNMA, Pool# BJ4057		4.50	%	06/01/2048		1,324,753
	624,751	FNMA, Pool# BK8032		5.50	%	06/01/2048		687,313
	701,661	FNMA, Pool# BJ4062		4.50	%	07/01/2048		742,868
	745,818	FNMA, Pool# BJ4061		4.50	%	07/01/2048		789,962
	735,345	FNMA, Pool# BJ4060		4.50	%	07/01/2048		804,945
	1,481,385	FNMA, Pool# BJ4067		4.50	%	08/01/2048		1,568,022
	558,020	FNMA, Pool# BN0202		5.50	%	09/01/2048		613,396
	658,160	FNMA, Pool# BN4936		5.50	%	12/01/2048		719,977
	367,330	FNMA, Pool# BN4921		5.50	%	01/01/2049		401,283
	12,327	FNMA REMIC Trust, Series 1990-116 H		9.00	%	10/25/2020		12,542
	47,344	FNMA REMIC Trust, Series 1991-136 J		7.50	%	10/25/2021		48,371
	498,125	FNMA REMIC Trust, Series 2017-M5 FA1 (1 Month LIBOR USD + 0.67%)		2.52	%	04/25/2024		497,082
	111,460	FNMA REMIC Trust, Series 1996-23 G		6.50	%	07/25/2026		118,399
	1,705,000	FNMA REMIC Trust, Series 2017-M13 A2#		2.94	%	09/25/2027		1,773,607
	1,981,122	FNMA REMIC Trust, Series 2012-139 HI~		2.50	%	12/25/2027		130,808
	142,717	FNMA REMIC Trust, Series 2013-15 QI~		3.00	%	03/25/2028		10,578
	2,590,000	FNMA REMIC Trust, Series 2018-M8 A2#		3.33	%	06/25/2028		2,761,380
	213,982	FNMA REMIC Trust, Series 2016-M10 A1		2.10	%	07/25/2028		213,983
	1,804,328	FNMA REMIC Trust, Series 2018-M14 A1#		3.58	%	08/25/2028		1,948,886
	2,947,746	FNMA REMIC Trust, Series 2019-M14 A1		2.30	%	06/25/2029		2,951,972
	2,879,997	FNMA REMIC Trust, Series 2018-M12 A1		3.55	%	08/25/2030		3,116,498
	3,887,611	FNMA REMIC Trust, Series 2018-M13 A1#		3.70	%	09/25/2030		4,256,968
	1,756,525	FNMA REMIC Trust, Series 2013-115 AI~		3.00	%	04/25/2031		119,216
	5,017,926	FNMA REMIC Trust, Series 2014-14 LI~		3.00	%	04/25/2031		174,830
	250,081	FNMA REMIC Trust, Series 2001-80 Z		6.00	%	01/25/2032		270,753
	779,017	FNMA REMIC Trust, Series 2006-M2 A2A#		5.27	%	10/25/2032		874,500
	560,376	FNMA REMIC Trust, Series 2003-71 MB		5.50	%	08/25/2033		635,404
	2,652,529	FNMA REMIC Trust, Series 2005-73 EZ		5.50	%	08/25/2035		3,030,773
	967,160	FNMA REMIC Trust, Series 2005-110 GL		5.50	%	12/25/2035		1,084,037
	1,666,000	FNMA REMIC Trust, Series 2005-104 UE		5.50	%	12/25/2035		1,886,955
	584,801	FNMA REMIC Trust, Series 2006-21 Z		5.50	%	04/25/2036		648,091
	52,658	FNMA REMIC Trust, Series 2012-30 DA		3.00	%	08/25/2036		53,113
	1,603,176	FNMA REMIC Trust, Series 2006-112 QC		5.50	%	11/25/2036		1,812,463
	713,669	FNMA REMIC Trust, Series 2007-22 A		5.50	%	03/25/2037		820,147
	2,161,801	FNMA REMIC Trust, Series 2012-65 HJ		5.00	%	07/25/2040		2,342,762
	295,014	FNMA REMIC Trust, Series 2012-10 UF (1 Month LIBOR USD + 0.55%)		2.34	%	02/25/2042		297,150
	1,104,093	FNMA REMIC Trust, Series 2013-34 IG~		3.00	%	05/25/2042		98,673
	1,784,647	FNMA REMIC Trust, Series 2013-M6 1AC#		3.51	%	02/25/2043		1,880,313
	10,424	FNMA REMIC Trust, Series 2003-W10 3A5		4.30	%	06/25/2043		11,034

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

www.brownadvisory.com/mf

Brown Advisory Mortgage Securities Fund

Schedule of Investments

December 31, 2019 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 85.9% (Continued)
	2,971	FNMA REMIC Trust, Series 2003-W12 1A9		4.48	%	06/25/2043		3,207
	17,826	FNMA REMIC Trust, Series 2003-W12 1A8		4.55	%	06/25/2043		19,142
	10,246	FNMA REMIC Trust, Series 2003-W12 2A7		4.68	%	06/25/2043		10,902
	11,953	FNMA REMIC Trust, Series 2003-W12 2A6		5.00	%	06/25/2043		12,923
	876,875	FNMA REMIC Trust, Series 2015-40 LI~		4.50	%	03/25/2045		168,413
	9,712,539	FREMF Mortgage Trust, Series 2012-K17 X2A^~		0.10	%	12/25/2044		13,805
	21,507,523	FREMF Mortgage Trust, Series 2012-K20 X2A^~		0.20	%	05/25/2045		84,944
	23,369	GNMA, Pool# 004295M		6.00	%	10/20/2023		23,682
	230,125	GNMA, Pool# 783374X		5.50	%	04/15/2024		242,203
	283,022	GNMA, Pool# 728160X		5.25	%	11/15/2024		295,557
	708,709	GNMA, Pool# 752842X		3.95	%	07/15/2025		728,992
	347,729	GNMA, Pool# 623145X		5.50	%	10/15/2028		375,373
	397,352	GNMA, Pool# 589694X		4.50	%	08/15/2029		426,333
	42,936	GNMA, Pool# 728157X		3.75	%	11/15/2029		44,926
	411,998	GNMA, Pool# 770225C		4.25	%	08/20/2031		433,987
	533,402	GNMA, Pool# 003160M		6.00	%	11/20/2031		604,742
	1,030,064	GNMA, Pool# 604389X		5.00	%	06/15/2033		1,133,693
	873,680	GNMA, Pool# 615958X		5.00	%	09/15/2033		967,873
	748,617	GNMA, Pool# 003489M		6.00	%	12/20/2033		860,578
	469,998	GNMA, Pool# 781746X		5.00	%	05/15/2034		520,600
	779,110	GNMA, Pool# 781815X		5.00	%	10/15/2034		862,869
	403,333	GNMA, Pool# 782173M		5.50	%	05/20/2035		454,102
	202,102	GNMA, Pool# 784315X		6.00	%	06/15/2036		222,652
	376,760	GNMA, Pool# 770226C		4.75	%	09/20/2036		399,077
	256,423	GNMA, Pool# 004194M		5.50	%	07/20/2038		285,876
	96,576	GNMA, Pool# 706295C		5.10	%	12/20/2038		102,015
	740,841	GNMA, Pool# 784442X		5.00	%	06/15/2040		829,974
	3,611,865	GNMA, Pool# 367090X		4.50	%	07/15/2041		3,961,007
	1,208,183	GNMA, Pool# AC0521C		5.50	%	05/20/2042		1,338,094
	1,425,144	GNMA, Pool# BM9287C		4.00	%	08/20/2049		1,514,820
	652,595	GNMA REMIC Trust, Series 2013-168 IA~		2.50	%	11/16/2028		42,379
	103,354	GNMA REMIC Trust, Series 2003-94 AB		4.00	%	04/16/2033		104,027
	876,873	GNMA REMIC Trust, Series 2004-93 PD		5.00	%	11/16/2034		961,996
	1,583,721	GNMA REMIC Trust, Series 2006-47 ZA		5.00	%	08/16/2036		1,731,418
	138,149	GNMA REMIC Trust, Series 2006-40 B		6.00	%	08/20/2036		154,005
	718,856	GNMA REMIC Trust, Series 2012-52 WA#		6.16	%	04/20/2038		827,642
	789,683	GNMA REMIC Trust, Series 2017-83 ID~		7.00	%	01/20/2039		178,945
	1,038,527	GNMA REMIC Trust, Series 2011-2 DP#		5.46	%	03/20/2039		1,166,604
	682,000	GNMA REMIC Trust, Series 2011-156 PM		2.00	%	04/20/2040		617,948
	3,362,067	GNMA REMIC Trust, Series 2010-162 ZE		4.00	%	12/16/2040		3,618,287
	484,339	GNMA REMIC Trust, Series 2016-112 AW#		7.11	%	12/20/2040		566,600
	831,612	GNMA REMIC Trust, Series 2012-97 GB		2.00	%	08/16/2042		767,544
	382,348	GNMA REMIC Trust, Series 2011-121 FA (1 Month LIBOR USD + 0.40%)		2.14	%	03/16/2043		381,625
	1,298,967	GNMA REMIC Trust, Series 2013-86 IA~		5.00	%	06/20/2043		211,963
	725,000	GNMA REMIC Trust, Series 2012-44 B		2.95	%	08/16/2043		731,394
	682,313	GNMA REMIC Trust, Series 2018-127 PB		3.00	%	09/20/2047		696,038
	1,138,530	GNMA REMIC Trust, Series 2018-153 QA		3.50	%	11/20/2048		1,186,507
	3,920,844	GNMA REMIC Trust, Series 2014-135 I0#~		0.79	%	01/16/2056		176,836
	3,667,813	GNMA REMIC Trust, Series 2015-172 I0#~		0.84	%	03/16/2057		184,308
	5,535,412	GNMA REMIC Trust, Series 2016-40 I0#~		0.72	%	07/16/2057		263,590
	4,548,945	GNMA REMIC Trust, Series 2016-56 I0#~		0.91	%	11/16/2057		289,352
	5,893,644	GNMA REMIC Trust, Series 2016-98 I0#~		0.95	%	05/16/2058		395,643
	718,923	SBA, Pool# 522053 (PRIME + 0.58%)		5.58	%	05/25/2026		749,325
	1,122,000	Velocity Commercial Capital Loan Trust, Series 2017-1 M1#^		3.55	%	05/25/2047		1,122,248
Total Mortgage Backed Securities (Cost $217,049,255)								223,299,589

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

www.brownadvisory.com/mf

Brown Advisory Mortgage Securities Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Par
	Value/Shares		Security Description	Rate			Maturity	Value $
Asset Backed Securities — 4.6%
		1,000,000	Apidos CLO XVI, Series 2013-16A CR (3 Month LIBOR USD + 3.00%)^		4.97	%	01/21/2025		1,000,906
		800,000	Emerson Park CLO, Ltd., Series 2013-1A C1R (3 Month LIBOR USD + 2.15%)^		4.15	%	07/15/2025		800,350
		600,000	Invitation Homes Trust, Series 2017-SFR2 C (1 Month LIBOR USD + 1.45%)^		3.19	%	12/19/2036		601,104
		1,484,600	Madison Park Funding XII, Ltd., Series 2014-12A CR (3 Month LIBOR USD + 2.35%)^		4.32	%	07/20/2026		1,488,700
		750,000	Madison Park Funding XVI, Ltd., Series 2015-16A C (3 Month LIBOR USD + 3.70%)^		5.67	%	04/20/2026		752,466
		750,000	OHA Credit Partners IX, Ltd., Series 2013-9A DR (3 Month LIBOR USD + 3.30%)^		5.27	%	10/20/2025		750,641
		500,000	Oportun Funding IX LLC, Series 2018-B B^		4.50	%	07/08/2024		507,461
		650,000	Oportun Funding VII LLC, Series 2017-B B^		4.26	%	10/10/2023		654,238
		1,000,000	Oportun Funding VII LLC, Series 2017-B C^		5.29	%	10/10/2023		1,004,738
		725,000	Oportun Funding VIII LLC, Series 2018-A C^		5.09	%	03/08/2024		732,090
		950,000	Oportun Funding X LLC, Series 2018-C B^		4.59	%	10/08/2024		982,206
		1,000,000	Palmer Square Loan Funding, Ltd., Series 2019-3A C (3 Month LIBOR USD + 3.40%)^		5.30	%	08/20/2027		1,004,971
		240,149	Sierra Timeshare Receivables Funding LLC, Series 2015-3A A^		2.58	%	09/20/2032		240,565
		750,000	Sound Point CLO XI, Ltd., Series 2016-1A CR (3 Month LIBOR USD + 2.25%)^		4.22	%	07/20/2028		749,986
		717,923	Westgate Resorts LLC, Series 2018-1A C^		4.10	%	12/20/2031		725,299
Total Asset Backed Securities (Cost $11,934,476)									11,995,721

Municipal Bonds — 1.3%
		2,800,000	District of Columbia#		4.64	%	08/01/2038		2,800,000
		650,000	District of Columbia#		4.95	%	08/01/2038		650,000
Total Municipal Bonds (Cost $3,174,303)									3,450,000

U.S. Treasury Notes — 5.2%
		13,500,000	United States Treasury Note		1.63	%	08/15/2022		13,515,557
Total U.S. Treasury Notes (Cost $13,503,892)									13,515,557

Preferred Stocks — 0.6%
		32,768	AGNC Investment Corp., Series C, 7.00% (Fixed until 10/15/2022, then 3 Month LIBOR USD + 5.11%)						850,330
		25,000	Annaly Capital Management, Inc., Series G, 6.50% (Fixed until 03/31/2023, then 3 Month LIBOR USD + 4.17%)						631,250
Total Preferred Stocks (Cost $1,448,265)									1,481,580

Short-Term Investments — 3.4%

Money Market Funds — 3.2%
		8,265,805	First American Government Obligations Fund — Class Z, 1.47%*						8,265,805
U.S. Treasury Bills — 0.2%
		515,000	United States Treasury Bill, 1.75%†						514,975
Total Short-Term Investments (Cost $8,780,780)									8,780,780
Total Investments — 101.0% (Cost $255,890,971)									262,523,227
Liabilities in Excess of Other Assets — (1.0)%									(2,647,428	)
NET ASSETS — 100.0%								$	259,875,799

#		Variable rate security. Rate disclosed is as of the date of this report.
^		Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers.
~		Interest Only Security
*		Annualized seven-day yield as of the date of this report.
†		This security is pledged as collateral in connection with open futures contracts. Rate disclosed is yield to maturity as of the date of this report.

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

www.brownadvisory.com/mf

Brown Advisory Mortgage Securities Fund

Schedule of Investments

December 31, 2019 (Unaudited)

PORTFOLIO HOLDINGS

% of Net Assets

Mortgage Backed Securities	85.9	%
U.S. Treasury Notes	5.2	%
Asset Backed Securities	4.6	%
Money Market Funds	3.2	%
Municipal Bonds	1.3	%
Preferred Stocks	0.6	%
U.S. Treasury Bills	0.2	%
Other Assets and Liabilities	(1.0	)%
	100.0	%

Futures Contracts — Long (Note 6)

				Notional		Notional		Unrealized Appreciation
Issue	Contracts		Expiration Date	Amount		Value		(Depreciation)
U.S. Treasury 2-Year Note Futures		170	03/31/2020	$	36,670,316	$	36,635,000	$	(35,316	)
U.S. Treasury 5-Year Note Futures		120	03/31/2020		14,288,060		14,233,125		(54,935	)
U.S. Treasury Long Bond Futures		60	03/20/2020		9,536,071		9,354,375		(181,696	)
U.S. Treasury Ultra Bond Futures		20	03/20/2020		3,735,722		3,633,125		(102,597	)
				$	64,230,169	$	63,855,625	$	(374,544	)

There is no variation margin due to or from the Fund as of the date of this report.

Schedule of Securities Sold Short

December 31, 2019 (Unaudited)

	Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — (5.8)%
		15,000,000	FNMA, 3.0%, Due TBA February		3.00	%	02/15/2049		(15,200,219	)
Total Mortgage Backed Securities (Proceeds $15,148,242)								$	(15,200,219	)

Percentages are stated as a percent of net assets.

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

www.brownadvisory.com/mf

Brown Advisory – WMC Strategic European Equity Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory – WMC Strategic European Equity Fund – Institutional Shares (the “Fund”) increased 6.62% in value. During the same period, the MSCI Europe Index (the “Index”), the Fund’s benchmark, increased 6.88%.

We take a bottom-up approach to building the portfolio and aim to identify companies that we believe benefit from a structural growth advantage, are competitively well-positioned, and are attractively valued.

Sector allocation, a result of our bottom-up stock selection process, contributed to the relative performance, driven by the Fund’s zero weight in energy and overweight to industrials. This was offset by our lack of exposure to utilities and real estate, which detracted from relative returns. Stock selection was negative during the period. Selection within the health care, consumer staples, and consumer discretionary sectors detracted most from relative performance. This was partially offset by stronger selection within information technology and industrials.

The top individual contributors to relative returns during the period were overweight positions in Epiroc (industrials), Trelleborg (industrials), and Smith & Nephew (health care). Not holding benchmark constituent Royal Dutch Shell (energy) also contributed positively to relative returns.

Epiroc is a Swedish manufacturer of mining equipment and is one of the portfolio’s top ten positions. The stock price has reacted positively to stable demand growth and better-than-expected margin improvement. We believe Epiroc is a high-quality company exposed to structurally and cyclically attractive end markets with best-in-class margins and returns and continue to hold a position.

Trelleborg is a leader in engineered polymer solutions based in Sweden. The stock fell sharply in the first half of the year due to disappointing margins growth. However, the stock has recovered strongly. The market has started to buy back into the company which has experienced a pick-up in growth and announced a restructuring exercise which should lead to a simplification of the business and ultimately margin improvement. We continue to hold our position which we believe should continue to benefit from structural growth drivers, its dominant position in a niche market, and growth in its agricultural tires business.

Smith & Nephew is a United Kingdom-based multinational medical equipment manufacturing company and also one of the Fund’s top ten positions. The stock outperformed as investors continue to react favorably to positive sales growth and a simplification of the business. Despite the well-regarded CEO departing in October over pay related issues, the stock also benefited from the election result in the United Kingdom that saw an overwhelming Conservative party victory. We continue to believe that the business is exposed to growing end markets and there is further potential for margin expansion, although we remain watchful on valuation.

Top detractors from relative returns included our overweight positions in Ipsen (health care), Qiagen (health care), and Heineken (consumer staples).

Ipsen is a France-based pharmaceutical manufacturer for oncology, neuroscience and rare diseases. The stock price fell sharply in the fourth quarter after a key drug received a set-back when the FDA placed two trials on partial clinical hold. We continue to hold a position because we believe the company has a well-rounded product offering with several catalysts for future growth, a growing product portfolio, and a well-respected management team that has been able to forge value-accretive deals.

Qiagen is a Dutch life science and molecular diagnostics company. Shares declined, first in October due to management changes, and then recovered as American company Thermo Fisher Scientific approached Qiagen about a potential buyout deal. Shares fell sharply in December as management rejected the buyout. We continue to hold the name as of the end of the period.

Heineken is a Dutch beer brewing company. Shares underperformed the broader market after the company lowered the profit forecast due to the slow sales in the Americas. We continue to hold the position as of the end of the period.

Several macroeconomic indicators in Europe appear to now be bottoming and we believe the long-term growth story in Europe is supported by positive data and signs that Central Bank policy is likely to remain accommodative. However, political unease lingers and with the continued threat of trade tariffs, the hard deadline imposed on Brexit following the UK election result, we feel the shorter-term outlook remains unclear and volatility is likely to persist.

www.brownadvisory.com/mf

Brown Advisory – WMC Strategic European Equity Fund

A Message to Our Shareholders

December 31, 2019

Looking forward, we continue to seek to identify companies that are exposed to structural growth drivers and have built strong competitive advantages. These intrinsic qualities drive margins and returns, as well as high free cash flow generation, which we believe will create long-term value. In line with our philosophy, we continue to remain disciplined around valuations across our holdings, trimming positions where higher valuations and expectations outpace fundamentals.

Sincerely,

Carl Dirk Enderlein, CFA

Portfolio Manager

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. Investments focused in a single geographic region may be exposed to greater risk than investments diversified among various geographies. Investments in foreign securities entail certain risks not associated with investments in domestic securities, such as volatility of currency exchange rates, and in some cases, political and economic instability and relatively illiquid markets. These risks are greater in emerging markets. Investments in smaller and medium capitalization companies generally carry greater risk than is customarily associated with larger companies for various reasons such as narrower markets, limited financial resources and less liquid stock. The Fund may invest in ETFs, which may trade at a discount to the aggregate value of the underlying securities and although expense ratios for ETFs are generally low, frequent trading of ETFs by the Fund can generate brokerage expenses. The value of investments in REITs may change in response to changes in the real estate market such as declines in the value of real estate, lack of available capital or financing opportunities, and increases in property taxes or operating costs. Derivatives involve risks different from, and in certain cases, greater than the risks presented by more traditional investments. Investors will indirectly bear the principal risks and its share of the fees and expenses of the Fund’s investment in other Investment Companies.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory – WMC Strategic European Equity Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Common Stocks — 95.9%

Austria — 0.3%
		81,902	Porr AG		1,418,471

Belgium — 3.0%
		180,289	UCB S.A.		14,346,486

Denmark — 2.4%
		16,799	ALK-Abello A/S*		4,122,934
		36,963	DSV Panalpina A/S		4,260,953
		30,242	Netcompany Group A/S *		1,441,328
		166,326	Spar Nord Bank A/S		1,615,361
					11,440,576
Finland — 1.0%
		75,116	Kone OYJ		4,911,695

France — 12.0%
		567,926	Elior Group S.A.		8,365,930
		615,710	Elis S.A.		12,806,217
		71,830	Ipsen S.A.		6,376,147
		176,787	Legrand S.A.		14,437,169
		56,241	Pernod Ricard S.A.		10,063,679
		23,221	Safran S.A.		3,586,717
		7,976	Virbac S.A.*		2,120,339
					57,756,198
Germany — 13.1%
		10,508	Adidas AG		3,420,559
		50,300	Beiersdorf AG		6,017,381
		151,861	Brenntag AG		8,239,513
		143,043	Fresenius SE & Co. KGaA		8,049,564
		39,393	Knorr-Bremse AG		4,010,000
		120,352	Merck KGaA		14,188,811
		139,169	Siemens Healthineers AG		6,671,381
		314,151	United Internet AG		10,288,262
		43,037	Washtec AG		2,588,524
					63,473,995
Italy — 0.5%
		16,794	DiaSorin S.p.A.		2,174,967

Netherlands — 9.0%
		14,560	ASML Holding NV		4,310,603
		55,832	BE Semiconductor Industries NV		2,167,580
		156,724	Heineken NV		16,726,898
		82,800	QIAGEN NV*		2,821,283
		245,495	Unilever NV		14,089,198
		45,464	Wolters Kluwer NV		3,319,592
					43,435,154
Portugal — 1.7%
		511,893	Jeronimo Martins SGPS S.A.		8,435,672

Spain — 1.9%
		165,100	Almirall S.A.		2,714,095
		94,059	Laboratorios Farmaceuticos Rovi S.A.		2,574,357
		73,877	Viscofan S.A.		3,911,379
					9,199,831
Sweden — 11.8%
		568,092	Alfa Laval AB		14,306,977
		433,609	Assa Abloy AB		10,135,809
		77,503	Atlas Copco AB		3,093,584
		865,385	Cloetta AB		2,934,666
		1,222,071	Epiroc AB		14,945,022
		57,000	Swedish Match AB		2,936,453
		484,323	Trelleborg AB		8,718,744
					57,071,255
Switzerland — 14.4%
		14,092	Geberit AG		7,909,578
		2,264	INFICON Holding AG		1,797,772
		289,348	Julius Baer Group, Ltd.		14,916,735
		37,876	Kuehne & Nagel International AG		6,388,418
		220,534	Novartis AG		20,882,278
		1,413,051	UBS Group AG		17,831,839
					69,726,620
United Kingdom — 24.8%
		521,336	Beazley PLC		3,835,916
		320,519	Bunzl PLC		8,766,483
		402,918	Compass Group PLC		10,097,907
		176,374	Diageo PLC		7,431,866
		1,403,869	Electrocomponents PLC		12,626,611
		821,627	GlaxoSmithKline PLC		19,305,933
		426,457	IMI PLC		6,664,271
		686,975	Prudential PLC		13,162,964
		754,704	Rentokil Initial PLC		4,523,401
		516,570	Rotork PLC		2,296,330
		748,978	Smith & Nephew PLC		18,051,039
		282,705	Smiths Group PLC		6,314,302
		38,136	Softcat PLC		582,708
		164,043	Spectris PLC		6,321,872
					119,981,603
Total Common Stocks (Cost $374,179,624)					463,372,523

Preferred Stocks — 0.9%
Germany — 0.9%
		95,403	Fuchs Petrolub SE		4,739,973
Total Preferred Stocks (Cost $3,876,919)					4,739,973

Short-Term Investments — 2.3%
Money Market Funds — 2.3%
		10,966,397	First American Government
			Obligations Fund — Class Z, 1.47%#		10,966,397
Total Short-Term Investments (Cost $10,966,397)					10,966,397
Total Investments — 99.1% (Cost $389,022,940)					479,078,893
Other Assets in Excess of Liabilities — 0.9%					4,107,280
NET ASSETS — 100.0%				$	483,186,173

*		Non-Income Producing
#		Annualized seven-day yield as of the date of this report.

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

www.brownadvisory.com/mf

Brown Advisory – WMC Strategic European Equity Fund

Schedule of Investments

December 31, 2019 (Unaudited)

PORTFOLIO HOLDINGS

% of Net Assets

United Kingdom	24.8	%
Switzerland	14.4	%
Germany	14.0	%
France	12.0	%
Sweden	11.8	%
Netherlands	9.0	%
Belgium	3.0	%
Denmark	2.4	%
Money Market Funds	2.3	%
Spain	1.9	%
Portugal	1.7	%
Finland	1.0	%
Italy	0.5	%
Austria	0.3	%
Other Assets and Liabilities	0.9	%
	100.0	%

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

www.brownadvisory.com/mf

Brown Advisory Emerging Markets Select Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory Emerging Markets Select Fund – Institutional Shares (the “Fund”) increased 7.66% in value. During the same period, the FTSE Emerging Index (the “Index”), the Fund’s benchmark, increased 7.49%.

Over the period, the Fund performed well in Eastern Europe, specifically in Russian investments. The Fund’s underweight to Latin America mitigated outperformance as the region performed well over the last six months. In Asia, the largest exposure in the Index, performance was generally strong; however overweights to India and Hong Kong diminished otherwise solid returns. In India, government reforms around financial institutions dampened returns in the region, while in Hong Kong, protests deterred tourism and business travel leading to underperformance versus mainland China.

From a sector perspective, an overweight to information technology, specifically the semiconductor industry, was an outsized contributor. The utilities sector proved challenging as government reform in several emerging market regions resulted in perceived risks for the profitability of the industry. While a small weight in the portfolio, real estate was a challenging sector, specifically driven by allocations in India where financial reform drove underperformance.

From an individual stock perspective, three semiconductor names, Taiwan Semiconductor, Samsung, and MediaTek, were outsized contributors as trade tensions abated and revenues normalized from previously depressed levels. Chinese e-commerce conglomerate, Alibaba, was also a strong contributor during the period. Punjab National Bank, an Indian government-owned bank, was the largest detractor followed by South African chemicals company, Sasol, and Brazilian utility, CEMIG.

Over the six-month period, the Fund added eight new names, eliminated six, and both initiated and wholly exited two companies. These moves marginally increased weights in information technology and real estate and shrunk the weight in consumer staples.

Looking forward, we continue to believe that a structural overweight to the Asia ex-Japan region, which has excellent long-term growth potential, should be accretive to future returns. Additionally, bottom-up analysis on individual companies has led to overweight exposures in information technology and financials where we have found attractive opportunities.

Overall, we continue to believe in the philosophy of the fund and the ability to find mispriced opportunities across the growth and value spectrum.

Sincerely,

Chris H. Bartlett

Portfolio Manager

Past performance is not a guarantee of future results.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory Emerging Markets Select Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Common Stocks — 93.4%

China — 31.5%
		22,205	51job, Inc. ADR*		1,885,205
		838,664	AIA Group, Ltd.		8,821,040
		71,791	Alibaba Group Holding, Ltd. ADR*		15,226,871
		163,681	ASM Pacific Technology, Ltd.		2,271,953
		11,283	Autohome, Inc. ADR*		902,753
		38,173	Baidu, Inc. ADR*		4,825,067
		11,690	BeiGene, Ltd. ADR*		1,937,734
		1,900,034	Brilliance China Automotive Holdings, Ltd.		1,971,962
		980,000	China Communications Services Corp., Ltd.		714,404
		4,200,000	China Construction Bank Corp.		3,641,577
		160,692	China International Travel Service Corp., Ltd.		2,055,010
		800,034	China Mengniu Dairy Co., Ltd.		3,236,212
		648,832	China Merchants Bank Co., Ltd.		3,335,729
		380,000	China Mobile, Ltd.		3,210,946
		3,938,000	China Resources Power Holdings Co., Ltd.		5,529,324
		1,156,000	China Shenhua Energy Co., Ltd.		2,417,086
		4,253,811	Dongfeng Motor Group Co., Ltd.		4,001,919
		236,229	ENN Energy Holdings, Ltd.		2,580,849
		512,114	Henderson Land Development Co., Ltd.		2,512,972
		7,136,955	Huadian Power International Corp., Ltd.		2,711,814
		2,403,000	Industrial & Commercial Bank of China, Ltd.		1,853,984
		8,560,000	Lenovo Group, Ltd.		5,748,498
		696,901	Longfor Group Holdings, Ltd.		3,263,572
		1,704,725	MGM China Holdings, Ltd.		2,783,866
		176,800	Midea Group Co., Ltd.		1,482,332
		19,488	New Oriental Education &
			Technology Group, Inc. ADR*		2,362,920
		97,000	Pharmaron Beijing Co., Ltd.*		541,496
		433,379	Ping An Insurance Group Co. of China, Ltd.		5,128,376
		462,079	Swire Properties, Ltd.		1,530,797
		70,686	TAL Education Group ADR*		3,407,065
		237,859	Tencent Holdings, Ltd.		11,459,133
		51,640	WuXi AppTec Co., Ltd. — Class A		683,456
		106,260	WuXi AppTec Co., Ltd. — Class H		1,317,441
					115,353,363
Czech Republic — 0.9%
		140,432	CEZ A/S		3,156,151

Hungary — 0.5%
		34,081	OTP Bank		1,784,481

India — 12.4%
		272,949	Aurobindo Pharma, Ltd.		1,746,988
		39,822	Bajaj Auto, Ltd.		1,777,572
		34,575	Bajaj Finance, Ltd.		2,052,295
		1,170,618	Bharat Electronics, Ltd.*		1,641,274
		257,022	Cyient, Ltd.		1,477,948
		223,780	Escorts, Ltd.		1,975,770
		251,412	Godrej Consumer Products, Ltd.		2,411,870
		166,824	Godrej Properties, Ltd.*		2,311,490
		209,049	HDFC Bank, Ltd.		3,730,175
		116,080	Housing Development Finance Corp., Ltd.		3,924,950
		765,705	ICICI Bank, Ltd.		5,806,929
		75,418	Kotak Mahindra Bank, Ltd.		1,780,031
		2,403,247	NTPC, Ltd.		4,008,321
		287,371	Oberoi Realty, Ltd.		2,136,162
		116,773	Phoenix Mills, Ltd.		1,362,722
		3,756,679	Punjab National Bank*		3,388,366
		62,602	PVR, Ltd.		1,665,869
		435,486	State Bank of India*		2,037,967
					45,236,699
Indonesia — 2.1%
		1,544,868	Bank Central Asia Tbk PT		3,715,418
		2,925,700	Bank Mandiri Persero Tbk PT		1,616,635
		7,589,600	Bank Rakyat Indonesia Persero Tbk PT		2,402,305
					7,734,358
Malaysia — 1.5%
		1,813,600	CIMB Group Holdings Bhd		2,284,265
		4,060,600	Genting Malaysia Bhd		3,268,448
					5,552,713
Philippines — 0.7%
		914,789	Universal Robina Corp.		2,619,102

Russia — 3.7%
		53,939	LUKOIL PJSC ADR		5,372,681
		93,918	MMC Norilsk Nickel PJSC ADR		2,872,130
		726,746	Rosneft Oil Co. PJSC GDR		5,276,109
					13,520,920
Singapore — 2.6%
		199,389	DBS Group Holdings, Ltd.		3,844,468
		1,778,108	Wilmar International, Ltd.		5,447,589
					9,292,057
South Africa — 1.6%
		266,889	Sasol, Ltd.		5,790,326

South Korea — 14.5%
		109,450	DB Insurance Co., Ltd.		4,944,027
		71,720	Hana Financial Group, Inc.		2,281,270
		4,930	Hugel, Inc.*		1,693,734
		148,236	KB Financial Group, Inc.		6,107,020
		37,575	Korea Shipbuilding &
			Offshore Engineering Co., Ltd.*		4,088,715
		11,039	LG Electronics, Inc.		685,712
		2,674	LG Household & Health Care, Ltd.		2,904,639
		30,029	POSCO		6,103,808
		346,661	Samsung Electronics Co., Ltd.		16,704,513
		88,250	Shinhan Financial Group Co., Ltd.		3,308,739
		52,939	SK Hynix, Inc.		4,305,939
					53,128,116
Taiwan — 12.2%
		469,000	Catcher Technology Co., Ltd.		3,552,398
		404,803	Chroma ATE, Inc.		1,968,744
		2,671,000	Compal Electronics, Inc.		1,682,353
		152,300	Globalwafers Co., Ltd.		1,950,414
		1,321,000	Hon Hai Precision Industry Co., Ltd.		4,007,274
		2,090,406	Lite-On Technology Corp.		3,441,753
		325,191	MediaTek, Inc.		4,818,383

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

www.brownadvisory.com/mf

Brown Advisory Emerging Markets Select Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Common Stocks — 93.4% (Continued)

Taiwan — 12.2% (Continued)
		1,844,212	Taiwan Semiconductor
			Manufacturing Co., Ltd.		20,411,425
		1,187,179	Uni-President Enterprises Corp.		2,944,001
					44,776,745
Thailand — 2.1%
		439,600	Bangkok Bank PCL NVDR		2,345,654
		692,215	CP ALL PCL		1,667,942
		884,700	Siam Commercial Bank PCL NVDR		3,597,595
					7,611,191
Turkey — 1.6%
		1,874,870	Akbank T.A.S.*		2,553,796
		276,589	Ford Otomotiv Sanayi A.S.		3,293,144
					5,846,940
United Arab Emirates — 1.2%
		2,045,150	Abu Dhabi Commercial Bank PJSC		4,415,563

United Kingdom — 2.0%
		223,980	Antofagasta PLC		2,711,909
		471,303	Standard Chartered PLC		4,441,160
					7,153,069
United States — 2.3%
		71,754	Cognizant Technology Solutions Corp.		4,450,183
		322,369	Flex, Ltd.*		4,068,297
					8,518,480
Total Common Stocks (Cost $311,236,223)					341,490,274

Preferred Stocks — 2.3%
Brazil — 1.3%
		1,357,996	Cia Energetica de Minas Gerais		4,677,650

South Korea — 1.0%
		59,034	Hyundai Motor Co.		3,656,386
Total Preferred Stocks (Cost $8,755,006)					8,334,036

Real Estate Investment Trusts — 0.5%
China — 0.5%
		175,255	Link REIT		1,856,648
Total Real Estate Investment Trusts (Cost $1,923,256)					1,856,648

Exchange Traded Funds — 0.4%
United States — 0.4%
		22,392	iShares MSCI All Country Asia ex
			Japan Exchange Traded Fund		1,645,812
Total Exchange Traded Funds (Cost $1,643,138)					1,645,812

Short-Term Investments — 2.8%
Money Market Funds — 2.8%
		10,084,757	First American Government
			Obligations Fund — Class Z, 1.47%#		10,084,757
Total Short-Term Investments (Cost $10,084,757)					10,084,757
Total Investments — 99.4% (Cost $333,642,380)					363,411,527
Other Assets in Excess of Liabilities — 0.6%					2,369,744
NET ASSETS — 100.0%				$	365,781,271

Non-Income Producing

ADR — American Depositary Receipt

GDR — Global Depositary Receipt

NVDR — Non-Voting Depositary Receipt

Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

China	32.0	%
South Korea	15.5	%
India	12.4	%
Taiwan	12.2	%
Russia	3.7	%
Money Market Funds	2.8	%
United States	2.7	%
Singapore	2.6	%
Indonesia	2.1	%
Thailand	2.1	%
United Kingdom	2.0	%
Turkey	1.6	%
South Africa	1.6	%
Malaysia	1.5	%
Brazil	1.3	%
United Arab Emirates	1.2	%
Czech Republic	0.9	%
Philippines	0.7	%
Hungary	0.5	%
Other Assets in Excess of Liabilities	0.6	%
	100.0	%

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

www.brownadvisory.com/mf

Brown Advisory – Beutel Goodman Large-Cap Value Fund

A Message to Our Shareholders

December 31, 2019

Dear Shareholders:

During the six-month period ended December 31, 2019, the Brown Advisory – Beutel Goodman Large-Cap Value Fund – Institutional Shares (the “Fund”) increased 12.03% in value. During the same period, the Russell 1000^® Value Index (the “Index”), the Fund’s benchmark, increased 8.86%.

Geopolitical volatility was a main theme in the early half of the period. In addition to central bank easing, the laundry list of distractions included – but was not limited to – another escalation of trade tensions, growing fears of a hard Brexit, unrest in Hong Kong, concern about a potential recession in Europe, an attack on Saudi Arabian oil fields and a whistleblower complaint that sparked an impeachment inquiry. If volatility was the central theme in the third quarter, however, then the fourth quarter represented something quite the opposite. Despite market angst centered on trade tensions, the feared impact of slowing economic growth on corporate earnings, and liquidity issues in the repurchase agreement (repo) market, each pocket of uncertainty was seemingly addressed early on in the quarter. The U.S. and China shook hands on a Phase I trade deal in October (although it took another two months to work out the details), earnings were mostly better than expected, and the U.S. Federal Reserve stepped in to help the repo market. This prompted a return to risk-on sentiment in the markets.

Stock selection was the key driver of performance over the period, with the most meaningful contributions coming from the Fund’s consumer staples, information technology, health care and industrials names. Sector weighting effects were also a meaningful source of added value, where the Fund’s underweight position in energy, as well as its overweight positions in information technology and communication services all contributed positively to performance. The Fund’s sector weights are purely a function of our bottom-up fundamental view of stocks; accordingly, this discussion will focus on absolute contributions to performance.

At the individual security level, KLA-Tencor was the most notable contributor on an absolute-return basis, following a surprise increase in management’s forward guidance. The company also benefitted from signs that memory prices are flattening, which could indicate an inflection point in the cycle. Despite the sizeable move in the stock, valuation remains attractive, particularly given the company’s dominant market position, high returns, clean balance sheet and positive capital allocation decisions over the last few years. Amgen was up on stronger-than-forecast third quarter results and positive news flow around its EVENITY^® treatment for severe osteoporosis, as well as continued strong business fundamentals, which the market is now recognizing. Consumer staples company Kellogg contributed after reporting positive quarterly results, and most importantly, organic growth in all regions as it continues to invest in its portfolio of brands. Parker-Hannifin, which had come under pressure in 2019 as most other cyclicals had in the wake of the U.S.-China tariff tensions, rose in the weeks following U.S. President Trump’s October 11 announcement that a Phase I deal had been reached with China.

Halliburton was the most notable detractor on an absolute basis, negatively affected by its exposure to oil and gas. The holding was ultimately sold over the period. The stock breached our downside target earlier this year. After a review was conducted, the conclusion was that there was still meaningful upside to intrinsic value based on what we viewed as reasonable and still conservative assumptions for activity and margins. However, while we have confidence that the company will come out of the current downturn as an even stronger player, the necessary consolidation of its peers has taken longer than expected, and the uncertainty in our outlook has increased. Flowserve was another detractor over the period. Investor expectations for Flowserve had been high heading into the reporting of second quarter results, after beating estimates and increasing its outlook for the past few quarters. Despite a repeat of past results (i.e., beat and raise), the stock declined sharply as the magnitude fell short. Further, management would not provide insight into its largest end market, energy, for 2020. That said, we take a long-term view with all of our holdings, and with continuing good execution, we believe our target should be achieved. At times when management exceeds expectations, investor excitement should move the shares to more lofty valuations (based on lower sales and margins) and pullbacks like this may occur. Our focus continues to be on management’s ability to execute on its strategy and follow the plan it has widely communicated.

During the period, we initiated one-third process-driven sales on American Express, KLA, Merck and JPMorgan Chase after all four reached our target prices. We further trimmed the position in KLA in the ensuing weeks. Halliburton was sold in its entirety. We redeployed the proceeds of the sales into existing holdings American Express, Ameriprise Financial, Amgen, BlackRock, Cummins, Gardner Denver, Harley-Davidson, Kellogg, Omnicom, Oracle and Symantec (renamed NortonLifeLock, post-sale close).

www.brownadvisory.com/mf

Brown Advisory – Beutel Goodman Large-Cap Value Fund

A Message to Our Shareholders

December 31, 2019

Amid geopolitical distractions, investors extended the flight into quality. In an environment of various geopolitical distractions and significant volatility, the Index returned 26.54% in 2019. As earnings growth in the year was essentially flat versus 2018, U.S. equity performance was driven primarily by multiple expansion, likely stemming from lofty expectations for 14.5% earnings growth in 2020. These projections, in turn, are being fueled in part by M&A activity and company share buybacks funded largely through debt – not, in our view, the best setup for equities in 2020.

That being said, we don’t own the market – we own a basket of what we view as quality companies that generate free cash flow; have strong balance sheets and capital allocation policies that we feel strike the right balance between corporate needs and shareholder returns; and trade at a discount. We trimmed a number of positions over the period as they have reached our target prices, and as we have noted over the past year, finding new opportunities in the U.S. equity universe has become more challenging. We only added one new business to the portfolio in 2019, versus eight in 2018. We believe this reflects how expensive the market has become – there are far fewer great companies trading at deep discounts. Despite the more challenging operating environment for us, we have not wavered from our disciplined and patient approach to investment management. Forced decisions are marginal decisions, usually followed by profound regret. As the market has gotten more expensive, we believe owning more of our gems (i.e., increasing concentration) is a far better approach than forcing a decision on a stock that “might be good enough.”

Moving in to 2020, the portfolio is still trading at a discount to intrinsic value and to the market overall. As a result, while the market appears expensive and expectations are high, we do not believe our outlook for the growth and profitability of the businesses we own is stretched. As such, we remain positive that more of our holdings will begin to outperform in the years ahead.

Sincerely,

Rui Cardoso, CFA

Portfolio Manager

Glenn Fortin, CFA

Portfolio Manager

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. The Fund may invest in ETFs, which may trade at a discount to the aggregate value of the underlying securities and although expense ratios for ETFs are generally low, frequent trading of ETFs by the Fund can generate brokerage expenses. In addition, the Fund is susceptible to risks from investments in derivatives, private placements, REITs, and its investments in other investment companies. The Fund is non-diversified, which means that it may invest a significant portion of its assets in the securities of a single issuer or small number of issuers. Investment by the Fund in securities of a limited number of issuers exposes it to greater risk and potential monetary losses than if its assets were diversified among the securities of a greater number of issuers. If a Fund is non-diversified, then its investments are not required to meet certain requirements under Federal law. A non-diversified fund is permitted to invest a greater percentage of its assets in the securities of a single issuer than a diversified fund. Thus, the Fund may have fewer holdings than other funds. As a result, a decline in the value of those investments would cause the Fund’s overall value to decline to a greater degree than if the Fund held a more diversified portfolio. The risks of derivatives include imperfect correlation between the value of the instruments and the underlying assets; risks of default by the other party to the derivative transactions; risks that the transactions may result in losses that partially or completely offset gains in portfolio positions ad risks that the derivative transactions may not be liquid.

Definitions for terms and indices are provided in the Glossary of Terms.

www.brownadvisory.com/mf

Brown Advisory – Beutel Goodman Large-Cap Value Fund

Schedule of Investments

December 31, 2019 (Unaudited)

	Shares		Security Description	Value $
Common Stocks — 95.4%

Communication Services — 15.1%
		392,800	Comcast Corp.		17,664,216
		258,487	Omnicom Group, Inc.		20,942,617
		380,340	Verizon Communications, Inc.		23,352,876
					61,959,709
Consumer Discretionary — 6.1%
		7,430	AutoZone, Inc.*		8,851,433
		432,774	Harley-Davidson, Inc.		16,094,865
					24,946,298
Consumer Staples — 12.1%
		246,250	Campbell Soup Co.		12,169,675
		298,126	Kellogg Co.		20,618,394
		124,130	Kimberly-Clark Corp.		17,074,082
					49,862,151
Financials — 14.0%
		107,800	American Express Co.		13,420,022
		116,150	Ameriprise Financial, Inc.		19,348,267
		25,820	BlackRock, Inc.		12,979,714	��
		45,160	JPMorgan Chase & Co.		6,295,304
		97,430	Wells Fargo & Co.		5,241,734
					57,285,041
Health Care — 10.9%
		218,311	AmerisourceBergen Corp.		18,560,801
		93,520	Amgen, Inc.		22,544,867
		38,740	Merck & Co., Inc.		3,523,403
					44,629,071
Industrials — 18.3%
		96,660	Cummins, Inc.		17,298,274
		189,409	Flowserve Corp.		9,426,886
		460,520	Gardner Denver Holdings, Inc.*		16,891,874
		73,740	Ingersoll-Rand PLC		9,801,521
		106,460	Parker-Hannifin Corp.		21,911,596
					75,330,151
Information Technology — 16.5%
		274,587	Amdocs, Ltd.		19,822,436
		52,930	KLA Corp.		9,430,538
		898,350	NortonLifeLock, Inc.		22,925,892
		291,380	Oracle Corp.		15,437,312
					67,616,178
Materials — 2.4%
		104,340	LyondellBasell Industries NV		9,858,043
Total Common Stocks (Cost $335,255,934)					391,486,642

Short-Term Investments — 4.1%
Money Market Funds — 4.1%
		16,657,514	First American Government
			Obligations Fund — Class Z, 1.47%#		16,657,514
Total Short-Term Investments (Cost $16,657,514)					16,657,514
Total Investments — 99.5% (Cost $351,913,448)					408,144,156
Other Assets in Excess of Liabilities — 0.5%					1,996,026
NET ASSETS — 100.0%				$	410,140,182

*		Non-Income Producing
#		Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Industrials	18.3	%
Information Technology	16.5	%
Communication Services	15.1	%
Financials	14.0	%
Consumer Staples	12.1	%
Health Care	10.9	%
Consumer Discretionary	6.1	%
Money Market Funds	4.1	%
Materials	2.4	%
Other Assets and Liabilities	0.5	%
	100.0	%

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

www.brownadvisory.com/mf

Statements of Assets and Liabilities

December 31, 2019 (Unaudited)

	BROWN		BROWN		BROWN		BROWN
	ADVISORY		ADVISORY		ADVISORY		ADVISORY
	GROWTH		FLEXIBLE		EQUITY		SUSTAINABLE
	EQUITY		EQUITY		INCOME		GROWTH
	FUND		FUND		FUND		FUND
ASSETS
Investments:
Total investments, at cost	$	1,317,218,850	$	270,417,236	$	51,247,498	$	1,437,735,852
Net unrealized appreciation (depreciation)		1,281,754,315		261,787,619		43,208,637		492,939,844
Total investments, at market value		2,598,973,165		532,204,855		94,456,135		1,930,675,696
Receivables:
Investments sold		—		—		—		5,461,604
Fund shares sold		3,803,912		286,693		—		15,416,300
Interest and dividends		716,007		142,097		176,512		1,047,191
Prepaid expenses and other assets		86,615		52,071		49,871		111,495
Total Assets		2,603,579,699		532,685,716		94,682,518		1,952,712,286
LIABILITIES
Payables:
Investments purchased		—		—		—		20,249,037
Fund shares redeemed		1,348,347		57,368		49,059		656,986
Accrued Liabilities:
Investment advisory fees		1,254,549		195,772		47,463		930,832
Service fees		112,905		48,468		8,383		114,557
Administration, accounting and transfer agent fees		156,949		31,225		5,995		107,848
Business management fees		108,275		22,354		3,955		78,846
Trustee fees		8,167		1,600		238		8,521
Distribution fees		1,827		1,088		219		54,956
Professional fees		21,843		13,899		10,185		13,866
Custody fees		24,914		5,721		1,463		22,748
Other liabilities		25,324		4,509		4,841		45,858
Total Liabilities		3,063,100		382,004		131,801		22,284,055
NET ASSETS	$	2,600,516,599	$	532,303,712	$	94,550,717	$	1,930,428,231

COMPONENTS OF NET ASSETS
Paid-in capital	$	1,314,012,576	$	269,369,563	$	51,085,835	$	1,429,200,727
Total distributable earnings (loss)		1,286,504,023		262,934,149		43,464,882		501,227,504
NET ASSETS	$	2,600,516,599	$	532,303,712	$	94,550,717	$	1,930,428,231
COMPUTATION OF NET ASSET VALUE
Institutional Shares:
Net assets	$	1,697,399,208	$	147,457,963	$	27,523,073	$	1,000,180,290
Shares outstanding (unlimited shares authorized)		64,530,501		5,912,202		1,929,968		35,475,280
Net asset value per share	$	26.30	$	24.94	$	14.26	$	28.19
Investor Shares:
Net assets	$	894,031,848	$	379,617,378	$	65,996,523	$	666,953,580
Shares outstanding (unlimited shares authorized)		34,447,481		15,240,409		4,629,323		23,961,923
Net asset value per share	$	25.95	$	24.91	$	14.26	$	27.83
Advisor Shares:
Net assets	$	9,085,543	$	5,228,371	$	1,031,121	$	263,294,361
Shares outstanding (unlimited shares authorized)		373,042		209,739		72,372		9,650,018
Net asset value per share	$	24.36	$	24.93	$	14.25	$	27.28

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

www.brownadvisory.com/mf

Statements of Assets and Liabilities

December 31, 2019 (Unaudited)

	BROWN		BROWN		BROWN		BROWN
	ADVISORY		ADVISORY		ADVISORY		ADVISORY
	MID-CAP		SMALL-CAP		SMALL-CAP		GLOBAL
	GROWTH		GROWTH		FUNDAMENTAL		LEADERS
	FUND		FUND		VALUE FUND		FUND
ASSETS
Investments:
Total investments, at cost	$	49,502,266	$	1,113,483,506	$	766,833,119	$	287,684,964
Net unrealized appreciation (depreciation)		10,599,924		353,317,383		226,987,047		68,605,114
Total investments, at market value		60,102,190		1,466,800,889		993,820,166		356,290,078
Foreign currency (Cost of $—, $—, $— and $73,904, respectively.)		—		—		—		73,904
Receivables:
Investments sold		—		—		1,646,882		—
Fund shares sold		657,463		6,832,896		1,150,136		2,717,985
Interest and dividends		29,191		486,956		1,835,758		248,765
Prepaid expenses and other assets		32,591		96,340		45,725		37,701
Total Assets		60,821,435		1,474,217,081		998,498,667		359,368,433
LIABILITIES
Payables:
Investments purchased		456,145		3,143,990		1,282,969		3,418,257
Fund shares redeemed		—		594,824		727,238		6,128
Accrued Liabilities:
Investment advisory fees, net		21,322		1,040,693		717,212		168,620
Service fees		153		65,622		80,116		3,131
Administration, accounting and transfer agent fees		3,713		88,239		65,083		18,134
Business management fees		2,448		61,217		42,189		14,415
Trustee fees		229		5,188		2,991		1,448
Distribution fees		—		3,152		1,770		—
Professional fees		9,898		16,253		13,048		10,771
Custody fees		3,005		16,133		14,155		40,171
Other liabilities		2,659		46,303		33,326		4,320
Total Liabilities		499,572		5,081,614		2,980,097		3,685,395
NET ASSETS	$	60,321,863	$	1,469,135,467	$	995,518,570	$	355,683,038

COMPONENTS OF NET ASSETS
Paid-in capital	$	50,356,481	$	1,119,349,480	$	772,371,129	$	290,654,827
Total distributable earnings (loss)		9,965,382		349,785,987		223,147,441		65,028,211
NET ASSETS	$	60,321,863	$	1,469,135,467	$	995,518,570	$	355,683,038
COMPUTATION OF NET ASSET VALUE
Institutional Shares:
Net assets	$	59,058,422	$	947,525,753	$	365,734,647	$	329,340,783
Shares outstanding (unlimited shares authorized)		4,282,203		21,434,256		14,306,208		19,444,948
Net asset value per share	$	13.79	$	44.21	$	25.56	$	16.94
Investor Shares:
Net assets	$	1,263,441	$	506,620,090	$	621,401,849	$	26,342,255
Shares outstanding (unlimited shares authorized)		91,829		22,926,125		24,328,627		1,556,297
Net asset value per share	$	13.76	$	22.10	$	25.54	$	16.93
Advisor Shares:
Net assets	$	—	$	14,989,624	$	8,382,074	$	—
Shares outstanding (unlimited shares authorized)		—		710,692		329,738		—
Net asset value per share	$	—	$	21.09	$	25.42	$	—

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

www.brownadvisory.com/mf

Statements of Assets and Liabilities

December 31, 2019 (Unaudited)

	BROWN		BROWN		BROWN			BROWN
	ADVISORY		ADVISORY		ADVISORY			ADVISORY
	INTERMEDIATE		TOTAL		STRATEGIC			SUSTAINABLE
	INCOME		RETURN		BOND			BOND
	FUND		FUND		FUND			FUND
ASSETS
Investments:
Investments – unaffiliated, at cost	$	120,058,376	$	321,271,044	$	216,623,723		$	136,841,563
Investments – affiliated, at cost (Note 3)		21,950,538		—		—			—
Total investments, at cost		142,008,914		321,271,044		216,623,723			136,841,563
Net unrealized appreciation (depreciation) – unaffiliated		2,222,999		5,498,040		2,759,114			3,598,820
Net unrealized appreciation (depreciation) – affiliated (Note 3)		223,830		—		—			—
Total net unrealized appreciation (depreciation)		2,446,829		5,498,040		2,759,114			3,598,820
Investments – unaffiliated, at market value		122,281,375		326,769,084		219,382,837			140,440,383
Investments – affiliated, at market value (Note 3)		22,174,368		—		—			—
Total investments, at market value		144,455,743		326,769,084		219,382,837			140,440,383
Cash		—		6,020		6,020			—
Cash deposit at broker – futures contracts (Note 6)		422,595		1,918,929		81,667			266,731
Gross unrealized appreciation – futures contracts (Note 6)		—		—		—			57,287
Receivables:
Investments sold		805		—		—			25,000
Fund shares sold		62,600		4,447,596		452,899			103,700
Interest and dividends		646,612		1,865,118		1,570,376			752,668
Prepaid expenses and other assets		30,262		38,537		30,496			35,298
Total Assets		145,618,617		335,045,284		221,524,295			141,681,067
LIABILITIES
Gross unrealized depreciation – futures contracts (Note 6)		97,645		1,524,223		—			289,575
Payables:
Fund shares redeemed		—		100,677		5,000			—
Accrued Liabilities:
Investment advisory fees, net		31,326		82,995		74,524			35,421
Service fees		6,200		147		83			28
Administration, accounting and transfer agent fees		13,440		28,500		24,039			13,435
Business management fees		6,200		13,832		9,315			5,903
Trustee fees		385		1,220		545			423
Distribution fees		763		—		—			—
Professional fees		10,413		10,897		11,801			10,268
Custodian fees		2,909		4,804		4,895			3,150
Other liabilities		2,996		7,057		4,706			5,398
Total Liabilities		172,277		1,774,352		134,908			363,601
NET ASSETS	$	145,446,340	$	333,270,932	$	221,389,387		$	141,317,466

COMPONENTS OF NET ASSETS
Paid-in capital	$	143,718,738	$	330,037,173	$	222,526,104		$	137,681,308
Total distributable earnings (loss)		1,727,602		3,233,759		(1,136,717	)		3,636,158
NET ASSETS	$	145,446,340	$	333,270,932	$	221,389,387		$	141,317,466
COMPUTATION OF NET ASSET VALUE
Institutional Shares:
Net assets	$	—	$	329,775,702	$	219,379,567		$	140,609,676
Shares outstanding (unlimited shares authorized)		—		32,594,415		22,743,519			13,938,770
Net asset value per share	$	—	$	10.12	$	9.65		$	10.09
Investor Shares:
Net assets	$	141,856,433	$	3,495,230	$	2,009,820		$	707,790
Shares outstanding (unlimited shares authorized)		13,158,415		345,456		208,412			70,153
Net asset value per share	$	10.78	$	10.12	$	9.64		$	10.09
Advisor Shares:
Net assets	$	3,589,907	$	—	$	—		$	—
Shares outstanding (unlimited shares authorized)		340,443		—		—			—
Net asset value per share	$	10.54	$	—	$	—		$	—

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

www.brownadvisory.com/mf

Statements of Assets and Liabilities

December 31, 2019 (Unaudited)

					BROWN
	BROWN		BROWN		ADVISORY		BROWN
	ADVISORY		ADVISORY		TAX-EXEMPT		ADVISORY
	MARYLAND		TAX-EXEMPT		SUSTAINABLE		MORTGAGE
	BOND		BOND		BOND		SECURITIES
	FUND		FUND		FUND		FUND
ASSETS
Investments:
Total investments, at cost	$	176,501,371	$	1,112,825,992	$	62,990,521	$	255,890,971
Net unrealized appreciation (depreciation)		7,443,522		38,107,775		64,616		6,632,256
Total investments, at market value		183,944,893		1,150,933,767		63,055,137		262,523,227
Cash		—		—		—		13,392
Cash deposit at broker – futures contracts (Note 6)		—		—		—		461,825
Gross unrealized appreciation – futures contracts (Note 6)		—		—		—		—
Receivables:
Investments sold		—		25,000		—		15,174,157
Fund shares sold		454,008		5,311,783		1,445,000		250,000
Interest and dividends		2,479,658		6,399,544		318,543		1,265,718
Prepaid expenses and other assets		6,887		55,195		—		39,589
Total Assets		186,885,446		1,162,725,289		64,818,680		279,727,908
LIABILITIES
Securities sold short (Proceeds of $—, $—, $—, and $15,148,242)		—		—		—		15,200,219
Gross unrealized depreciation – futures contracts (Note 6)		—		—		—		374,544
Payables:
Investments purchased		—		13,529,250		2,051,900		4,145,187
Fund shares redeemed		35,167		409,231		—		11
Distribution to shareholders		317,955		1,916,982		49,895		—
Accrued Liabilities:
Investment advisory fees		46,959		288,828		10,844		65,807
Service fees		7,826		526		2,268		38
Administration, accounting and transfer agent fees		14,665		69,405		3,509		31,117
Business management fees		7,826		48,138		2,268		10,968
Trustee fees		423		4,501		203		604
Professional fees		10,590		12,482		2,171		10,761
Custodian fees		2,344		13,713		426		8,522
Other liabilities		2,609		4,100		2,457		4,331
Total Liabilities		446,364		16,297,156		2,125,941		19,852,109
NET ASSETS	$	186,439,082	$	1,146,428,133	$	62,692,739	$	259,875,799

COMPONENTS OF NET ASSETS
Paid-in capital	$	181,328,691	$	1,116,031,326	$	62,628,123	$	263,130,694
Total distributable earnings (loss)		5,110,391		30,396,807		64,616		(3,254,895	)
NET ASSETS	$	186,439,082	$	1,146,428,133	$	62,692,739	$	259,875,799
COMPUTATION OF NET ASSET VALUE
Institutional Shares:
Net assets	$	—	$	1,133,776,579	$	—	$	258,949,101
Shares outstanding (unlimited shares authorized)		—		110,073,890		—		25,641,087
Net asset value per share	$	—	$	10.30	$	—	$	10.10
Investor Shares:
Net assets	$	186,439,082	$	12,651,554	$	62,692,739	$	926,698
Shares outstanding (unlimited shares authorized)		17,142,009		1,228,181		6,261,926		91,672
Net asset value per share	$	10.88	$	10.30	$	10.01	$	10.11
Advisor Shares:
Net assets	$	—	$	—	$	—	$	—
Shares outstanding (unlimited shares authorized)		—		—		—		—
Net asset value per share	$	—	$	—	$	—	$	—

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

www.brownadvisory.com/mf

Statements of Assets and Liabilities

December 31, 2019 (Unaudited)

	BROWN
	ADVISORY –		BROWN		BROWN
	WMC		ADVISORY		ADVISORY –
	STRATEGIC		EMERGING		BEUTEL
	EUROPEAN		MARKETS		GOODMAN
	EQUITY		SELECT		LARGE-CAP
	FUND		FUND		VALUE FUND
ASSETS
Investments:
Total investments, at cost	$	389,022,940	$	333,642,380	$	351,913,448
Net unrealized appreciation (depreciation)		90,055,953		29,769,147		56,230,708
Total investments, at market value		479,078,893		363,411,527		408,144,156
Cash		—		—		38,483
Foreign currency (Cost of $5, $34,677, and $—, respectively.)		5		34,677		—
Receivables:
Investments sold		873,497		154,856		—
Fund shares sold		1,042,475		1,063,482		2,452,622
Interest and dividends		3,249,138		1,634,057		463,292
Prepaid expenses and other assets		37,092		67,708		25,679
Total Assets		484,281,100		366,366,307		411,124,232
LIABILITIES
Payables:
Investments purchased		350,655		137,046		744,443
Fund shares redeemed		200,071		11,149		20,000
Accrued Liabilities:
Investment advisory fees		372,480		271,444		153,094
Service fees		2,933		667		—
Administration, accounting and transfer agent fees		31,302		22,538		21,764
Business management fees		20,693		15,080		17,010
Trustee fees		2,202		1,614		1,609
Distribution fees		1,314		35		—
Professional fees		11,276		11,944		10,781
Custodian fees		80,821		97,668		7,422
Other liabilities		21,180		15,851		7,927
Total Liabilities		1,094,927		585,036		984,050
NET ASSETS	$	483,186,173	$	365,781,271	$	410,140,182

COMPONENTS OF NET ASSETS
Paid-in capital	$	400,521,038	$	351,244,371	$	361,087,070
Total distributable earnings (loss)		82,665,135		14,536,900		49,053,112
NET ASSETS	$	483,186,173	$	365,781,271	$	410,140,182
COMPUTATION OF NET ASSET VALUE
Institutional Shares:
Net assets	$	459,635,351	$	360,392,182	$	410,140,182
Shares outstanding (unlimited shares authorized)		40,764,744		36,265,293		35,638,625
Net asset value per share	$	11.28	$	9.94	$	11.51
Investor Shares:
Net assets	$	17,356,549	$	5,219,474	$	—
Shares outstanding (unlimited shares authorized)		1,542,357		525,215		—
Net asset value per share	$	11.25	$	9.94	$	—
Advisor Shares:
Net assets	$	6,194,273	$	169,615	$	—
Shares outstanding (unlimited shares authorized)		555,064		16,995		—
Net asset value per share	$	11.16	$	9.98	$	—

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

www.brownadvisory.com/mf

Statements of Operations

For the Six Months Ended December 31, 2019 (Unaudited)

	BROWN			BROWN			BROWN			BROWN
	ADVISORY			ADVISORY			ADVISORY			ADVISORY
	GROWTH			FLEXIBLE			EQUITY			SUSTAINABLE
	EQUITY			EQUITY			INCOME			GROWTH
	FUND			FUND			FUND			FUND
INVESTMENT INCOME
Dividend income	$	6,431,429		$	2,441,058		$	1,029,933		$	6,208,216
Less: foreign taxes withheld		(53,712	)		(46,596	)		(11,249	)		(77,698	)
Interest Income		615,912			130,491			44,800			458,330
Total investment income		6,993,629			2,524,953			1,063,484			6,588,848
EXPENSES
Investment advisory fees		7,106,383			1,103,666			274,111			4,972,902
Service fees – Investor Shares (Note 3)		636,221			268,269			47,562			411,378
Service fees – Advisor Shares (Note 3)		5,782			3,647			735			191,427
Business management fees		611,758			125,390			22,843			417,997
Administration, accounting and transfer agent fees		412,171			82,654			16,467			281,538
Miscellaneous expenses		70,088			17,684			10,846			87,992
Professional fees		96,769			28,991			12,933			66,089
Trustee fees		53,792			11,120			2,077			34,207
Distribution fees – Advisor Shares (Note 3)		9,636			6,078			1,225			319,045
Custody fees		36,705			7,923			2,081			31,275
Registration fees		82,244			30,217			23,164			88,086
Insurance fees		16,906			3,479			658			9,517
Total Expenses		9,138,455			1,689,118			414,702			6,911,453
NET INVESTMENT INCOME (LOSS)		(2,144,826	)		835,835			648,782			(322,605	)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments		53,213,787			8,960,082			1,348,297			10,646,115
Net change in unrealized appreciation (depreciation) on investments		211,892,629			56,174,260			6,194,814			118,276,035
NET REALIZED AND UNREALIZED GAIN (LOSS)		265,106,416			65,134,342			7,543,111			128,922,150
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	262,961,590		$	65,970,177		$	8,191,893		$	128,599,545

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

www.brownadvisory.com/mf

Statements of Operations

For the Six Months Ended December 31, 2019 (Unaudited)

	BROWN			BROWN			BROWN		BROWN
	ADVISORY			ADVISORY			ADVISORY		ADVISORY
	MID-CAP			SMALL-CAP			SMALL-CAP		GLOBAL
	GROWTH			GROWTH			FUNDAMENTAL		LEADERS
	FUND			FUND			VALUE FUND		FUND
INVESTMENT INCOME
Dividend income	$	156,144		$	2,713,183		$	10,030,920	$	1,323,226
Less: foreign taxes withheld		(2,040	)		(29,231	)		—		(60,710	)
Interest Income		19,221			1,157,984			406,122		94,980
Total investment income		173,325			3,841,936			10,437,042		1,357,496
EXPENSES
Investment advisory fees		168,929			5,856,906			4,245,204		944,271
Service fees – Investor Shares (Note 3)		1,564			368,517			448,571		15,563
Service fees – Advisor Shares (Note 3)		—			10,827			6,147		—
Business management fees		12,995			344,524			249,718		72,636
Administration, accounting and transfer agent fees		10,258			233,229			170,580		48,846
Miscellaneous expenses		9,845			125,193			53,222		17,381
Professional fees		11,507			58,872			42,676		19,711
Trustee fees		1,067			29,128			23,813		5,883
Distribution fees – Advisor Shares (Note 3)		—			18,044			10,245		—
Custody fees		3,993			22,741			19,193		56,548
Registration fees		22,119			61,412			39,208		39,814
Insurance fees		307			9,413			7,424		1,599
Total Expenses		242,584			7,138,806			5,316,001		1,222,252
Expenses waived by adviser – expense cap (Note 3)		(59,097	)		—			—		(117,145	)
Net Expenses		183,487			7,138,806			5,316,001		1,105,107
NET INVESTMENT INCOME (LOSS)		(10,162	)		(3,296,870	)		5,121,041		252,389
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments		(201,380	)		4,603,816			19,565,117		341,068
Net change in unrealized appreciation (depreciation) on investments		3,141,688			27,886,457			50,555,715		32,425,419
NET REALIZED AND UNREALIZED GAIN (LOSS)		2,940,308			32,490,273			70,120,832		32,766,487
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	2,930,146		$	29,193,403		$	75,241,873	$	33,018,876

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

www.brownadvisory.com/mf

Statements of Operations

For the Six Months Ended December 31, 2019 (Unaudited)

	BROWN			BROWN			BROWN		BROWN
	ADVISORY			ADVISORY			ADVISORY		ADVISORY
	INTERMEDIATE			TOTAL			STRATEGIC		SUSTAINABLE
	INCOME			RETURN			BOND		BOND
	FUND			FUND			FUND		FUND
INVESTMENT INCOME
Dividend income – unaffiliated	$	—		$	35,565		$	45,619	$	—
Dividend income – affiliated (Note 3)		256,775			—			—		—
Interest Income		1,826,723			4,832,107			4,199,765		2,135,085
Total investment income		2,083,498			4,867,672			4,245,384		2,135,085
EXPENSES
Investment advisory fees		217,548			440,266			425,524		194,694
Service fees – Investor Shares (Note 3)		35,348			1,105			483		195
Service fees – Advisor Shares (Note 3)		910			—			—		—
Business management fees		36,258			73,378			53,190		32,449
Administration, accounting and transfer agent fees		37,912			80,484			66,294		37,404
Miscellaneous expenses		11,025			13,661			11,616		9,161
Professional fees		14,813			19,915			18,238		14,244
Trustee fees		3,276			6,114			4,721		2,873
Distribution fees – Advisor Shares (Note 3)		4,553			—			—		—
Custodian fees		4,111			7,076			5,817		4,577
Registration fees		22,822			27,902			30,120		26,958
Insurance fees		991			1,726			1,441		876
Total Expenses		389,567			671,627			617,444		323,431
Expenses waived by adviser – investments in affiliates (Note 3)		(40,346	)		—			—		—
Net Expenses		349,221			671,627			617,444		323,431
NET INVESTMENT INCOME (LOSS)		1,734,277			4,196,045			3,627,940		1,811,654
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments – unaffiliated		689,658			1,905,539			929,663		1,375,331
Investments – affiliated (Note 3)		(6,074	)		—			—		—
Futures contracts (Note 6)		356,179			4,175,997			—		566,485
Net realized gain (loss)		1,039,763			6,081,536			929,663		1,941,816
Net change in unrealized appreciation (depreciation) on:
Investments – unaffiliated		(12,585	)		809,574			856,487		(448,678	)
Investments – affiliated (Note 3)		243,273			—			—		—
Futures contracts (Note 6)		(439,808	)		(4,335,529	)		—		(642,851	)
Net change in unrealized appreciation (depreciation)		(209,120	)		(3,525,955	)		856,487		(1,091,529	)
NET REALIZED AND UNREALIZED GAIN (LOSS)		830,643			2,555,581			1,786,150		850,287
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	2,564,920		$	6,751,626		$	5,414,090	$	2,661,941

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

www.brownadvisory.com/mf

Statements of Operations

For the Six Months Ended December 31, 2019 (Unaudited)

					BROWN
	BROWN		BROWN		ADVISORY			BROWN
	ADVISORY		ADVISORY		TAX-EXEMPT			ADVISORY
	MARYLAND		TAX-EXEMPT		SUSTAINABLE			MORTGAGE
	BOND		BOND		BOND			SECURITIES
	FUND		FUND		FUND			FUND
INVESTMENT INCOME
Dividend income	$	—	$	—	$	—		$	69,187
Interest Income		2,661,915		16,422,839		80,019			2,229,357
Total investment income		2,661,915		16,422,839		80,019			2,298,544
EXPENSES
Investment advisory fees		278,681		1,648,188		13,607			409,338
Service fees – Investor Shares (Note 3)		46,447		4,171		2,268			123
Business management fees		46,447		274,698		2,268			68,223
Administration, accounting and transfer agent fees		40,912		198,555		3,509			87,214
Miscellaneous expenses		11,519		22,983		1,443			12,521
Professional fees		16,203		47,148		2,171			18,994
Trustee fees		4,319		23,106		203			6,606
Custodian fees		3,059		18,612		426			12,373
Registration fees		5,901		65,366		2,714			22,128
Insurance fees		1,303		6,519		7			2,023
Total Expenses		454,791		2,309,346		28,616			639,543
Expenses waived by adviser – expense cap (Note 3)		—		—		(2,763	)		—
Net Expenses		454,791		2,309,346		25,853			639,543
NET INVESTMENT INCOME (LOSS)		2,207,124		14,113,493		54,166			1,659,001
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments		276,268		1,752,531		—			3,051,720
Futures contracts (Note 6)		—		—		—			1,581,895
Net realized gain (loss)		276,268		1,752,531		—			4,633,615
Net change in unrealized appreciation (depreciation) on:
Investments		1,355,719		9,433,267		64,616			184,059
Securities sold short		—		—		—			(51,977	)
Futures contracts (Note 6)		—		—		—			(1,453,652	)
Net change in unrealized appreciation (depreciation)		1,355,719		9,433,267		64,616			(1,321,570	)
NET REALIZED AND UNREALIZED GAIN (LOSS)		1,631,987		11,185,798		64,616			3,312,045
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	3,839,111	$	25,299,291	$	118,782		$	4,971,046

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

www.brownadvisory.com/mf

Statements of Operations

For the Six Months Ended December 31, 2019 (Unaudited)

	BROWN
	ADVISORY –			BROWN			BROWN
	WMC			ADVISORY			ADVISORY –
	STRATEGIC			EMERGING			BEUTEL
	EUROPEAN			MARKETS			GOODMAN
	EQUITY			SELECT			LARGE-CAP
	FUND			FUND			VALUE FUND
INVESTMENT INCOME
Dividend income	$	1,827,924		$	5,536,747		$	4,224,610
Less: foreign taxes withheld		(124,392	)		(760,306	)		—
Interest Income		140,623			112,215			114,028
Total investment income		1,844,155			4,888,656			4,338,638
EXPENSES
Investment advisory fees		2,166,655			1,510,276			787,902
Service fees – Investor Shares (Note 3)		12,457			3,722			—
Service fees – Advisor Shares (Note 3)		4,924			121			—
Business management fees		120,370			83,904			87,545
Administration, accounting and transfer agent fees		82,888			60,545			58,985
Miscellaneous expenses		22,433			32,956			14,006
Professional fees		25,076			14,730			21,468
Trustee fees		13,599			7,125			7,341
Distribution fees – Advisor Shares (Note 3)		8,206			201			—
Custodian fees		120,963			135,718			11,467
Registration fees		46,705			35,731			23,243
Insurance fees		3,879			2,464			2,038
Total Expenses		2,628,155			1,887,493			1,013,995
NET INVESTMENT INCOME (LOSS)		(784,000	)		3,001,163			3,324,643
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments		21,639,771			(364,443	)		(388,178	)
Net change in unrealized appreciation (depreciation) on investments		9,564,399			22,811,245			38,584,855
NET REALIZED AND UNREALIZED GAIN (LOSS)		31,204,170			22,446,802			38,196,677
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	30,420,170		$	25,447,965		$	41,521,320

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

www.brownadvisory.com/mf

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	GROWTH EQUITY FUND						FLEXIBLE EQUITY FUND
	Six Months Ended			Fiscal			Six Months Ended			Fiscal
	December 31,			Year Ended			December 31,			Year Ended
	2019			June 30,			2019			June 30,
	(Unaudited)			2019			(Unaudited)			2019
OPERATIONS
Net investment income (loss)	$	(2,144,826	)	$	(5,831,050	)	$	835,835		$	3,065,658
Net realized gain (loss)		53,213,787			169,374,545			8,960,082			19,425,595
Net change in unrealized appreciation (depreciation)		211,892,629			154,675,163			56,174,260			16,141,116
Increase (Decrease) in Net Assets from Operations		262,961,590			318,218,658			65,970,177			38,632,369
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		(78,470,294	)		(31,938,112	)		(6,703,163	)		(4,982,976	)
Investor Shares		(41,945,136	)		(170,284,138	)		(16,756,040	)		(11,627,698	)
Advisor Shares		(435,104	)		(633,523	)		(222,591	)		(152,574	)
Total Distributions from earnings		(120,850,534	)		(202,855,773	)		(23,681,794	)		(16,763,248	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		154,667,444			1,214,065,021			6,186,028			15,209,667
Investor Shares		63,432,689			173,036,435			14,640,239			37,630,673
Advisor Shares		2,256,452			1,736,644			222,388			173,850
Reinvestment of distributions:
Institutional Shares		71,765,265			25,119,029			4,713,060			4,128,381
Investor Shares		38,531,279			158,805,779			8,421,752			6,006,030
Advisor Shares		384,904			570,681			194,869			131,607
Redemption of shares:
Institutional Shares		(145,605,196	)		(199,631,475	)		(10,278,302	)		(21,274,184	)
Investor Shares		(85,101,532	)		(1,199,080,020	)		(17,592,609	)		(31,566,261	)
Advisor Shares		(632,050	)		(2,115,835	)		(250,734	)		(2,321,621	)
Redemption fees:
Institutional Shares		1,650			3,234			—			—
Investor Shares		864			2,185			1			—
Advisor Shares		9			4			—			3
Increase (Decrease) from Capital Share Transactions		99,701,778			172,511,682			6,256,692			8,118,145
Increase (Decrease) in Net Assets		241,812,834			287,874,567			48,545,075			29,987,266
NET ASSETS
Beginning of period		2,358,703,765			2,070,829,198			483,758,637			453,771,371
End of period	$	2,600,516,599		$	2,358,703,765		$	532,303,712		$	483,758,637
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		6,004,475			56,772,050			256,662			695,341
Investor Shares		2,494,472			7,510,920			604,389			1,758,262
Advisor Shares		94,107			78,798			9,263			8,068
Reinvestment of distributions:
Institutional Shares		2,761,264			1,280,930			189,312			213,265
Investor Shares		1,502,780			8,190,086			339,273			309,491
Advisor Shares		15,991			31,185			7,851			6,780
Redemption of shares:
Institutional Shares		(5,675,903	)		(8,717,249	)		(431,974	)		(990,468	)
Investor Shares		(3,358,418	)		(56,836,557	)		(734,703	)		(1,470,632	)
Advisor Shares		(26,434	)		(96,472	)		(10,534	)		(105,832	)
Increase (Decrease) in shares outstanding		3,812,334			8,213,691			229,539			424,275

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

www.brownadvisory.com/mf

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	EQUITY INCOME FUND						SUSTAINABLE GROWTH FUND
	Six Months Ended			Fiscal			Six Months Ended			Fiscal
	December 31,			Year Ended			December 31,			Year Ended
	2019			June 30,			2019			June 30,
	(Unaudited)			2019			(Unaudited)			2019
OPERATIONS
Net investment income (loss)	$	648,782		$	1,609,667		$	(322,605	)	$	(221,299	)
Net realized gain (loss)		1,348,297			7,006,550			10,646,115			14,589,301
Net change in unrealized appreciation (depreciation)		6,194,814			2,049,045			118,276,035			168,526,897
Increase (Decrease) in Net Assets from Operations		8,191,893			10,665,262			128,599,545			182,894,899
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		(2,198,633	)		(3,458,904	)		(7,161,993	)		(14,400,593	)
Investor Shares		(5,121,798	)		(8,182,576	)		(4,864,731	)		(4,531,789	)
Advisor Shares		(80,018	)		(124,204	)		(2,000,138	)		(7,216,074	)
Total Distributions from earnings		(7,400,449	)		(11,765,684	)		(14,026,862	)		(26,148,456	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		857,222			1,204,412			255,772,655			341,962,244
Investor Shares		2,835,930			2,199,841			332,910,684			358,637,346
Advisor Shares		89,376			46,946			18,962,826			33,138,882
Reinvestment of distributions:
Institutional Shares		1,791,165			3,219,492			4,922,448			10,630,756
Investor Shares		2,317,844			3,472,257			4,633,379			4,159,852
Advisor Shares		72,004			112,078			1,807,570			6,736,941
Redemption of shares:
Institutional Shares		(1,805,229	)		(5,635,593	)		(70,227,342	)		(59,777,923	)
Investor Shares		(2,021,448	)		(9,087,646	)		(83,921,181	)		(128,921,185	)
Advisor Shares		(153,315	)		(220,207	)		(24,605,141	)		(32,840,757	)
Redemption fees:
Institutional Shares		—			—			6,003			2,125
Investor Shares		—			—			3,787			7,666
Advisor Shares		—			15			1,786			351
Increase (Decrease) from Capital Share Transactions		3,983,549			(4,688,405	)		440,267,474			533,736,298
Increase (Decrease) in Net Assets		4,774,993			(5,788,827	)		554,840,157			690,482,741
NET ASSETS
Beginning of period		89,775,724			95,564,551			1,375,588,074			685,105,333
End of period	$	94,550,717		$	89,775,724		$	1,930,428,231		$	1,375,588,074
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		59,461			89,966			9,483,641			14,360,645
Investor Shares		200,647			167,988			12,583,743			15,163,632
Advisor Shares		6,137			3,826			729,101			1,408,385
Reinvestment of distributions:
Institutional Shares		126,828			258,861			176,558			505,024
Investor Shares		164,349			282,353			168,303			199,801
Advisor Shares		5,110			9,047			66,972			329,274
Redemption of shares:
Institutional Shares		(125,642	)		(421,246	)		(2,605,337	)		(2,501,182	)
Investor Shares		(140,575	)		(662,890	)		(3,164,426	)		(5,473,465	)
Advisor Shares		(10,824	)		(15,743	)		(947,937	)		(1,438,394	)
Increase (Decrease) in shares outstanding		285,491			(287,838	)		16,490,618			22,553,720

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

www.brownadvisory.com/mf

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	MID-CAP GROWTH FUND						SMALL-CAP GROWTH FUND
	Six Months Ended			Fiscal			Six Months Ended			Fiscal
	December 31,			Year Ended			December 31,			Year Ended
	2019			June 30,			2019			June 30,
	(Unaudited)			2019			(Unaudited)			2019
OPERATIONS
Net investment income (loss)	$	(10,162	)	$	(12,223	)	$	(3,296,870	)	$	(4,469,244	)
Net realized gain (loss)		(201,380	)		9,412			4,603,816			70,447,097
Net change in unrealized appreciation (depreciation)		3,141,688			6,000,860			27,886,457			85,126,028
Increase (Decrease) in Net Assets from Operations		2,930,146			5,998,049			29,193,403			151,103,881
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		(147,231	)		(251,515	)		(18,379,206	)		(18,857,505	)
Investor Shares		(3,180	)		(28,594	)		(9,927,383	)		(20,274,985	)
Advisor Shares		—			—			(295,435	)		(736,847	)
Total Distributions from earnings		(150,411	)		(280,109	)		(28,602,024	)		(39,869,337	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		16,117,691			45,446,576			169,422,994			453,596,629
Investor Shares		576,411			4,870,115			39,126,430			84,662,520
Advisor Shares		—			—			1,813,240			3,596,032
Reinvestment of distributions:
Institutional Shares		105,612			175,744			17,184,357			17,134,301
Investor Shares		3,180			6,330			6,524,308			13,467,349
Advisor Shares		—			—			235,996			472,665
Redemption of shares:
Institutional Shares		(2,287,212	)		(7,410,342	)		(78,999,910	)		(123,532,084	)
Investor Shares		(2,310,289	)		(24,847,122	)		(31,843,632	)		(124,299,139	)
Advisor Shares		—			—			(1,527,892	)		(9,409,409	)
Redemption fees:
Institutional Shares		—			—			42			332
Investor Shares		—			—			23			9
Advisor Shares		—			—			1			308
Increase (Decrease) from Capital Share Transactions		12,205,393			18,241,301			121,935,957			315,689,513
Increase (Decrease) in Net Assets		14,985,128			23,959,241			122,527,336			426,924,057
NET ASSETS
Beginning of period		45,336,735			21,377,494			1,346,608,131			919,684,074
End of period	$	60,321,863		$	45,336,735		$	1,469,135,467		$	1,346,608,131
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		1,221,422			3,888,574			3,898,318			11,137,950
Investor Shares		43,322			411,866			1,794,333			4,315,251
Advisor Shares		—			—			87,788			188,531
Reinvestment of distributions:
Institutional Shares		7,754			17,435			392,516			504,201
Investor Shares		234			628			298,050			789,396
Advisor Shares		—			—			11,297			29,009
Redemption of shares:
Institutional Shares		(172,854	)		(680,128	)		(1,814,714	)		(3,128,368	)
Investor Shares		(175,199	)		(2,071,357	)		(1,461,458	)		(6,245,404	)
Advisor Shares		—			—			(73,429	)		(480,780	)
Increase (Decrease) in shares outstanding		924,679			1,567,018			3,132,701			7,109,786

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

www.brownadvisory.com/mf

Statements of Changes in Net Assets

	BROWN ADVISORY SMALL-CAP						BROWN ADVISORY
	FUNDAMENTAL VALUE FUND						GLOBAL LEADERS FUND
	Six Months Ended			Fiscal			Six Months Ended			Fiscal
	December 31,			Year Ended			December 31,			Year Ended
	2019			June 30,			2019			June 30,
	(Unaudited)			2019			(Unaudited)			2019
OPERATIONS
Net investment income (loss)	$	5,121,041		$	11,586,937		$	252,389		$	1,023,454
Net realized gain (loss)		19,565,117			87,538,333			341,068			(3,182,936	)
Net change in unrealized appreciation (depreciation)		50,555,715			(151,351,080	)		32,425,419			21,420,078
Increase (Decrease) in Net Assets from Operations		75,241,873			(52,225,810	)		33,018,876			19,260,596
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		(17,665,988	)		(61,245,393	)		(1,110,880	)		(320,277	)
Investor Shares		(29,652,681	)		(69,753,987	)		(61,527	)		(26,825	)
Advisor Shares		(388,948	)		(2,165,335	)		—			—
Total Distributions from earnings		(47,707,617	)		(133,164,715	)		(1,172,407	)		(347,102	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		26,105,509			286,399,463			91,044,628			206,071,635
Investor Shares		53,722,988			64,699,564			11,494,885			59,641,568
Advisor Shares		261,268			1,897,188			—			—
Reinvestment of distributions:
Institutional Shares		12,695,459			41,165,697			257,184			87,785
Investor Shares		18,062,610			44,121,355			46,787			14,683
Advisor Shares		368,764			2,090,046			—			—
Redemption of shares:
Institutional Shares		(129,968,378	)		(202,513,956	)		(5,789,158	)		(14,648,283	)
Investor Shares		(45,830,996	)		(311,577,993	)		(6,423,711	)		(122,987,577	)
Advisor Shares		(885,333	)		(17,532,405	)		—			—
Redemption fees:
Institutional Shares		897			5,423			—			36
Investor Shares		1,527			9			—			157
Advisor Shares		21			261			—			—
Increase (Decrease) from Capital Share Transactions		(65,465,664	)		(91,245,348	)		90,630,615			128,180,004
Increase (Decrease) in Net Assets		(37,931,408	)		(276,635,873	)		122,477,084			147,093,498
NET ASSETS
Beginning of period		1,033,449,978			1,310,085,851			233,205,954			86,112,456
End of period	$	995,518,570		$	1,033,449,978		$	355,683,038		$	233,205,954
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		1,033,129			10,281,751			5,731,355			15,186,717
Investor Shares		2,106,077			2,606,432			718,141			4,223,089
Advisor Shares		10,253			71,572			—			—
Reinvestment of distributions:
Institutional Shares		499,923			1,856,445			15,218			7,172
Investor Shares		712,736			1,989,311			2,770			1,200
Advisor Shares		14,633			94,809			—			—
Redemption of shares:
Institutional Shares		(5,307,758	)		(8,146,724	)		(361,211	)		(1,134,303	)
Investor Shares		(1,811,676	)		(11,298,838	)		(408,784	)		(9,212,269	)
Advisor Shares		(35,763	)		(689,443	)		—			—
Increase (Decrease) in shares outstanding		(2,778,446	)		(3,234,685	)		5,697,489			9,071,606

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

www.brownadvisory.com/mf

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	INTERMEDIATE INCOME FUND						TOTAL RETURN FUND
	Six Months Ended			Fiscal			Six Months Ended			Fiscal
	December 31,			Year Ended			December 31,			Year Ended
	2019			June 30,			2019			June 30,
	(Unaudited)			2019			(Unaudited)			2019
OPERATIONS
Net investment income (loss)	$	1,734,277		$	3,440,312		$	4,196,045		$	5,925,817
Net realized gain (loss)		1,039,763			(689,393	)		6,081,536			2,250,768
Net change in unrealized appreciation (depreciation)		(209,120	)		5,357,033			(3,525,955	)		8,569,473
Increase (Decrease) in Net Assets from Operations		2,564,920			8,107,952			6,751,626			16,746,058
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		—			—			(11,186,450	)		(5,843,105	)
Investor Shares		(1,733,906	)		(3,236,114	)		(136,257	)		(107,565	)
Advisor Shares		(40,889	)		(84,055	)		—			—
Total Distributions from earnings		(1,774,795	)		(3,320,169	)		(11,322,707	)		(5,950,670	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		—			—			98,490,876			134,263,932
Investor Shares		16,824,834			31,974,326			537,541			2,404,176
Advisor Shares		9,251			81,553			—			—
Reinvestment of distributions:
Institutional Shares		—			—			6,845,815			1,804,015
Investor Shares		517,025			928,274			101,888			72,245
Advisor Shares		37,477			57,663			—			—
Redemption of shares:
Institutional Shares		—			—			(17,061,049	)		(22,004,981	)
Investor Shares		(11,430,650	)		(27,451,535	)		(2,062,440	)		(345,153	)
Advisor Shares		(91,550	)		(430,919	)		—			—
Redemption fees:
Institutional Shares		—			—			—			—
Investor Shares		—			1			—			—
Advisor Shares		—			—			—			—
Increase (Decrease) from Capital Share Transactions		5,866,387			5,159,363			86,852,631			116,194,234
Increase (Decrease) in Net Assets		6,656,512			9,947,146			82,281,550			126,989,622
NET ASSETS
Beginning of period		138,789,828			128,842,682			250,989,382			123,999,760
End of period	$	145,446,340		$	138,789,828		$	333,270,932		$	250,989,382
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		—			—			9,505,557			13,690,421
Investor Shares		1,558,861			3,079,002			52,057			241,142
Advisor Shares		874			8,014			—			—
Reinvestment of distributions:
Institutional Shares		—			—			673,224			183,175
Investor Shares		47,921			89,217			9,979			7,349
Advisor Shares		3,551			5,649			—			—
Redemption of shares:
Institutional Shares		—			—			(1,654,173	)		(2,220,358	)
Investor Shares		(1,059,583	)		(2,642,447	)		(197,421	)		(35,530	)
Advisor Shares		(8,683	)		(42,328	)		—			—
Increase (Decrease) in shares outstanding		542,941			497,107			8,389,223			11,866,199

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

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100

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	STRATEGIC BOND FUND						SUSTAINABLE BOND FUND
	Six Months Ended			Fiscal			Six Months Ended			Fiscal
	December 31,			Year Ended			December 31,			Year Ended
	2019			June 30,			2019			June 30,
	(Unaudited)			2019			(Unaudited)			2019
OPERATIONS
Net investment income (loss)	$	3,627,940		$	6,350,755		$	1,811,654		$	2,813,703
Net realized gain (loss)		929,663			(1,451,277	)		1,941,816			91,953
Net change in unrealized appreciation (depreciation)		856,487			2,922,328			(1,091,529	)		5,217,046
Increase (Decrease) in Net Assets from Operations		5,414,090			7,821,806			2,661,941			8,122,702
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		(3,844,620	)		(6,353,117	)		(3,468,166	)		(2,447,030	)
Investor Shares		(34,712	)		(35,886	)		(18,502	)		(359,798	)
Total Distributions from earnings		(3,879,332	)		(6,389,003	)		(3,486,668	)		(2,806,828	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		38,112,636			91,338,915			39,696,656			137,251,390
Investor Shares		265,739			1,984,929			409,449			13,050,813
Reinvestment of distributions:
Institutional Shares		950,221			1,270,091			1,672,365			389,456
Investor Shares		34,106			35,545			17,727			121,617
Redemption of shares:
Institutional Shares		(25,530,460	)		(30,848,146	)		(26,400,804	)		(16,988,816	)
Investor Shares		(67,999	)		(487,540	)		(603,115	)		(66,081,904	)
Redemption fees:
Institutional Shares		2			150			—			—
Investor Shares		—			40			—			—
Increase (Decrease) from Capital Share Transactions		13,764,245			63,293,984			14,792,278			67,742,556
Increase (Decrease) in Net Assets		15,299,003			64,726,787			13,967,551			73,058,430
NET ASSETS
Beginning of period		206,090,384			141,363,597			127,349,915			54,291,485
End of period	$	221,389,387		$	206,090,384		$	141,317,466		$	127,349,915
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		3,957,471			9,600,905			3,878,217			14,165,832
Investor Shares		27,664			209,165			40,001			1,348,441
Reinvestment of distributions:
Institutional Shares		98,815			133,702			165,088			39,625
Investor Shares		3,548			3,739			1,742			12,602
Redemption of shares:
Institutional Shares		(2,652,572	)		(3,241,949	)		(2,583,746	)		(1,726,246	)
Investor Shares		(7,064	)		(51,135	)		(58,770	)		(6,869,071	)
Increase (Decrease) in shares outstanding		1,427,862			6,654,427			1,442,532			6,971,183

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

www.brownadvisory.com/mf

101

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	MARYLAND BOND FUND						TAX-EXEMPT BOND FUND
	Six Months Ended			Fiscal			Six Months Ended			Fiscal
	December 31,			Year Ended			December 31,			Year Ended
	2019			June 30,			2019			June 30,
	(Unaudited)			2019			(Unaudited)			2019
OPERATIONS
Net investment income (loss)	$	2,207,124		$	4,845,626		$	14,113,493		$	21,795,193
Net realized gain (loss)		276,268			(543,793	)		1,752,531			(1,493,959	)
Net change in unrealized appreciation (depreciation)		1,355,719			5,517,531			9,433,267			26,180,265
Increase (Decrease) in Net Assets from Operations		3,839,111			9,819,364			25,299,291			46,481,499
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		—			—			(15,389,594	)		(17,854,169	)
Investor Shares		(2,535,775	)		(4,845,626	)		(233,538	)		(3,941,024	)
Total Distributions from earnings		(2,535,775	)		(4,845,626	)		(15,623,132	)		(21,795,193	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		—			—			317,483,823			1,049,625,643
Investor Shares		12,837,129			36,672,964			4,806,181			84,945,677
Reinvestment of distributions:
Institutional Shares		—			—			3,418,468			3,636,859
Investor Shares		614,671			1,358,666			139,833			957,286
Redemption of shares:
Institutional Shares		—			—			(147,395,965	)		(129,045,070	)
Investor Shares		(10,389,156	)		(42,164,096	)		(11,928,192	)		(504,486,079	)
Redemption fees:
Institutional Shares		—			—			79			782
Investor Shares		1,458			—			1			312
Increase (Decrease) from Capital Share Transactions		3,064,102			(4,132,466	)		166,524,228			505,635,410
Increase (Decrease) in Net Assets		4,367,438			841,272			176,200,387			530,321,716
NET ASSETS
Beginning of period		182,071,644			181,230,372			970,227,746			439,906,030
End of period	$	186,439,082		$	182,071,644		$	1,146,428,133		$	970,227,746
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		—			—			30,838,103			105,870,655
Investor Shares		1,178,766			3,489,427			467,988			8,578,932
Reinvestment of distributions:
Institutional Shares		—			—			331,782			363,223
Investor Shares		56,430			128,831			13,573			96,722
Redemption of shares:
Institutional Shares		—			—			(14,322,158	)		(13,007,715	)
Investor Shares		(953,190	)		(4,011,799	)		(1,155,075	)		(51,214,148	)
Increase (Decrease) in shares outstanding		282,006			(393,541	)		16,174,213			50,687,669

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

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102

Statements of Changes in Net Assets

	BROWN ADVISORY
	TAX-EXEMPT SUSTAINABLE			BROWN ADVISORY
	BOND FUND			MORTGAGE SECURITIES FUND
	Period Ended			Six Months Ended			Fiscal
	December 31,			December 31,			Year Ended
		2019*			2019		June 30,
	(Unaudited)			(Unaudited)				2019
OPERATIONS
Net investment income (loss)	$	54,166		$	1,659,001		$	6,665,501
Net realized gain (loss)		—			4,633,615			922,064
Net change in unrealized appreciation (depreciation)		64,616			(1,321,570	)		10,790,297
Increase (Decrease) in Net Assets from Operations		118,782			4,971,046			18,377,862
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		—			(2,614,764	)		(7,953,449	)
Investor Shares		(54,166	)		(5,066	)		(7,313	)
Total Distributions from earnings		(54,166	)		(2,619,830	)		(7,960,762	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		—			13,803,120			42,679,230
Investor Shares		62,717,850			663,717			140,547
Reinvestment of distributions:
Institutional Shares		—			373,733			1,072,618
Investor Shares		4,270			4,982			7,312
Redemption of shares:
Institutional Shares		—			(39,306,426	)		(73,075,085	)
Investor Shares		(93,997	)		(8,967	)		(210,771	)
Redemption fees:
Institutional Shares		—			—			—
Investor Shares		—			—			—
Increase (Decrease) from Capital Share Transactions		62,628,123			(24,469,841	)		(29,386,149	)
Increase (Decrease) in Net Assets		62,692,739			(22,118,625	)		(18,969,049	)
NET ASSETS
Beginning of period		—			281,994,424			300,963,473
End of period	$	62,692,739		$	259,875,799		$	281,994,424
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		—			1,364,525			4,411,309
Investor Shares		6,270,891			65,513			14,369
Reinvestment of distributions:
Institutional Shares		—			36,955			110,676
Investor Shares		427			492			755
Redemption of shares:
Institutional Shares		—			(3,885,825	)		(7,540,833	)
Investor Shares		(9,392	)		(885	)		(21,775	)
Increase (Decrease) in shares outstanding		6,261,926			(2,419,225	)		(3,025,499	)

* Fund commenced operations on December 2, 2019.

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

www.brownadvisory.com/mf

103

Statements of Changes in Net Assets

	BROWN ADVISORY –						BROWN ADVISORY
	WMC STRATEGIC						EMERGING MARKETS
	EUROPEAN EQUITY FUND						SELECT FUND
	Six Months Ended			Fiscal			Six Months Ended			Fiscal
	December 31,			Year Ended			December 31,			Year Ended
	2019			June 30,			2019			June 30,
	(Unaudited)			2019			(Unaudited)			2019
OPERATIONS
Net investment income (loss)	$	(784,000	)	$	4,252,319		$	3,001,163		$	3,981,554
Net realized gain (loss)		21,639,771			45,646,473			(364,443	)		35,869,933
Net change in unrealized appreciation (depreciation)		9,564,399			(81,646,181	)		22,811,245			(72,194,485	)
Increase (Decrease) in Net Assets from Operations		30,420,170			(31,747,389	)		25,447,965			(32,342,998	)
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		(24,582,304	)		(74,718,358	)		(4,125,513	)		(8,210,572	)
Investor Shares		(865,243	)		(1,440,449	)		(46,220	)		(1,023,238	)
Advisor Shares		(308,735	)		(877,353	)		(1,296	)		(5,109	)
Total Distributions from earnings		(25,756,282	)		(77,036,160	)		(4,173,029	)		(9,238,919	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		36,881,945			153,465,228			37,848,247			220,418,141
Investor Shares		1,727,497			10,126,285			295,954			6,679,100
Advisor Shares		173,462			965,406			2,397			10,724
Reinvestment of distributions:
Institutional Shares		13,910,236			54,307,922			705,403			2,455,975
Investor Shares		806,296			1,336,888			43,772			889,506
Advisor Shares		302,297			832,723			1,296			5,109
Redemption of shares:
Institutional Shares		(66,543,439	)		(558,385,244	)		(25,802,024	)		(371,214,620	)
Investor Shares		(3,423,379	)		(6,787,813	)		(500,170	)		(37,547,635	)
Advisor Shares		(1,878,975	)		(6,409,594	)		(10,822	)		(9,609	)
Redemption fees:
Institutional Shares		—			172			—			3,838
Investor Shares		—			—			—			130
Advisor Shares		—			51			—			—
Increase (Decrease) from Capital Share Transactions		(18,044,060	)		(350,547,976	)		12,584,053			(178,309,341	)
Increase (Decrease) in Net Assets		(13,380,172	)		(459,331,525	)		33,858,989			(219,891,258	)
NET ASSETS
Beginning of period		496,566,345			955,897,870			331,922,282			551,813,540
End of period	$	483,186,173		$	496,566,345		$	365,781,271		$	331,922,282
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		3,334,983			14,506,240			4,067,111			23,815,702
Investor Shares		156,188			930,583			32,053			717,214
Advisor Shares		15,638			88,786			256			1,139
Reinvestment of distributions:
Institutional Shares		1,221,044			5,614,751			71,325			291,337
Investor Shares		71,109			138,631			4,426			105,642
Advisor Shares		26,900			87,135			130			603
Redemption of shares:
Institutional Shares		(6,042,109	)		(52,569,893	)		(2,841,411	)		(40,192,817	)
Investor Shares		(312,502	)		(624,135	)		(54,153	)		(4,078,896	)
Advisor Shares		(173,288	)		(572,179	)		(1,218	)		(1,017	)
Increase (Decrease) in shares outstanding		(1,702,037	)		(32,400,081	)		1,278,519			(19,341,093	)

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

www.brownadvisory.com/mf

104

Statements of Changes in Net Assets

	BROWN ADVISORY –
	BEUTEL GOODMAN
	LARGE-CAP VALUE FUND
	Six Months Ended			Fiscal
	December 31,			Year Ended
	2019			June 30,
	(Unaudited)			2019
OPERATIONS
Net investment income (loss)	$	3,324,643		$	4,261,824
Net realized gain (loss)		(388,178	)		(1,911,535	)
Net change in unrealized appreciation (depreciation)		38,584,855			21,553,306
Increase (Decrease) in Net Assets from Operations		41,521,320			23,903,595
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		(7,657,728	)		(4,272,001	)
Total Distributions from earnings		(7,657,728	)		(4,272,001	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		92,225,906			181,152,872
Reinvestment of distributions:
Institutional Shares		3,633,329			1,717,764
Redemption of shares:
Institutional Shares		(16,546,195	)		(56,543,596	)
Redemption fees:
Institutional Shares		955			—
Increase (Decrease) from Capital Share Transactions		79,313,995			126,327,040
Increase (Decrease) in Net Assets		113,177,587			145,958,634
NET ASSETS
Beginning of period		296,962,595			151,003,961
End of period	$	410,140,182		$	296,962,595
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		8,486,257			18,467,748
Reinvestment of distributions:
Institutional Shares		314,395			185,951
Redemption of shares:
Institutional Shares		(1,516,906	)		(6,065,208	)
Increase (Decrease) in shares outstanding		7,283,746			12,588,491

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

www.brownadvisory.com/mf

105

Financial Highlights

				From Investment									Distributions to																	Ratios to Average
				Operations(a)									Shareholders From																	Net Assets(b)
							Net
For a Share							Realized															Net					Net
Outstanding		Net Asset		Net				&														Asset					Assets at			Net
Throughout		Value,		Investment			Unrealized						Net			Net						Value,					End of			Investment						Gross			Portfolio
Each Fiscal Period:		Beginning		Income			Gains						Investment			Realized						End of		Total			Period			Income			Net			Expenses			Turnover
Beginning	Ending	of Period		(Loss)			(Losses)			Total			Income			Gains			Total			Period		Return(c)				(000’s	)	(Loss)			Expenses			(d)			Rate(c)

BROWN ADVISORY GROWTH EQUITY FUND:

Institutional Shares*
07/01/19	12/31/19	$	24.80		(0.02	)		2.79			2.77			—			(1.27	)		(1.27	)	$	26.30		11.25	%	$	1,697,399			(0.12	)%		0.69	%		0.69	%		6	%
07/01/18	06/30/19		23.91		(0.04	)		3.38			3.34			—			(2.45	)		(2.45	)		24.80		16.69			1,523,633			(0.19	)		0.70			0.70			22
07/01/17	06/30/18		20.03		(0.06	)		5.62			5.56			—			(1.68	)		(1.68	)		23.91		28.89			289,434			(0.29	)		0.71			0.71			25
07/01/16	06/30/17		19.16		(0.03	)		2.47			2.44			—			(1.57	)		(1.57	)		20.03		13.91			276,592			(0.16	)		0.72			0.72			40
07/01/15	06/30/16		20.33		(0.02	)		0.13			0.11			—			(1.28	)		(1.28	)		19.16		0.49			253,640			(0.12	)		0.72			0.72			24
07/01/14	06/30/15		19.10		0.02			1.82			1.84			—			(0.61	)		(0.61	)		20.33		9.73			259,098			0.09			0.72			0.72			24

Investor Shares*
07/01/19	12/31/19		24.50		(0.03	)		2.75			2.72			—			(1.27	)		(1.27	)		25.95		11.18			894,032			(0.27	)		0.84			0.84			6
07/01/18	06/30/19		23.69		(0.08	)		3.34			3.26			—			(2.45	)		(2.45	)		24.50		16.50			828,388			(0.34	)		0.85			0.85			22
07/01/17	06/30/18		19.89		(0.10	)		5.58			5.48			—			(1.68	)		(1.68	)		23.69		28.69			1,775,180			(0.44	)		0.86			0.86			25
07/01/16	06/30/17		19.06		(0.06	)		2.46			2.40			—			(1.57	)		(1.57	)		19.89		13.77			1,484,383			(0.31	)		0.87			0.87			40
07/01/15	06/30/16		20.26		(0.05	)		0.13			0.08			—			(1.28	)		(1.28	)		19.06		0.34			1,916,472			(0.27	)		0.87			0.87			24
07/01/14	06/30/15		19.07		(0.01	)		1.81			1.80			—			(0.61	)		(0.61	)		20.26		9.54			2,143,325			(0.06	)		0.87			0.87			24

Advisor Shares*
07/01/19	12/31/19		23.09		(0.06	)		2.60			2.54			—			(1.27	)		(1.27	)		24.36		11.08			9,086			(0.52	)		1.09			1.09			6
07/01/18	06/30/19		22.53		(0.13	)		3.14			3.01			—			(2.45	)		(2.45	)		23.09		16.22			6,683			(0.59	)		1.10			1.10			22
07/01/17	06/30/18		19.04		(0.14	)		5.31			5.17			—			(1.68	)		(1.68	)		22.53		28.32			6,215			(0.69	)		1.11			1.11			25
07/01/16	06/30/17		18.35		(0.10	)		2.36			2.26			—			(1.57	)		(1.57	)		19.04		13.53			5,479			(0.56	)		1.12			1.12			40
07/01/15	06/30/16		19.60		(0.10	)		0.13			0.03			—			(1.28	)		(1.28	)		18.35		0.09			33,304			(0.52	)		1.12			1.12			24
07/01/14	06/30/15		18.51		(0.06	)		1.76			1.70			—			(0.61	)		(0.61	)		19.60		9.28			44,587			(0.31	)		1.12			1.12			24

BROWN ADVISORY FLEXIBLE EQUITY FUND:

Institutional Shares*
07/01/19	12/31/19		22.92		0.05			3.14			3.19			(0.15	)		(1.02	)		(1.17	)		24.94		13.94			147,458			0.44			0.56			0.56			4
07/01/18	06/30/19		21.94		0.17			1.63			1.80			(0.08	)		(0.74	)		(0.82	)		22.92		8.94			135,190			0.78			0.57			0.57			14
07/01/17	06/30/18		18.53		0.10			3.43			3.53			(0.12	)		—			(0.12	)		21.94		19.07			131,218			0.48			0.72			0.72			15
07/01/16	06/30/17		15.15		0.11			3.37			3.48			(0.10	)		—			(0.10	)		18.53		23.05			101,431			0.61			0.73			0.73			15
07/01/15	06/30/16		15.92		0.11			(0.77	)		(0.66	)		(0.11	)		—			(0.11	)		15.15		(4.16	)		24,012			0.71			0.73			0.73			15
07/01/14	06/30/15		14.81		0.12			1.08			1.20			(0.09	)		—			(0.09	)		15.92		8.09			4,240			0.76			0.76			0.76			7

Investor Shares*
07/01/19	12/31/19		22.88		0.04			3.12			3.16			(0.11	)		(1.02	)		(1.13	)		24.91		13.86			379,617			0.29			0.71			0.71			4
07/01/18	06/30/19		21.90		0.14			1.63			1.77			(0.05	)		(0.74	)		(0.79	)		22.88		8.77			343,917			0.63			0.72			0.72			14
07/01/17	06/30/18		18.50		0.07			3.42			3.49			(0.09	)		—			(0.09	)		21.90		18.88			316,109			0.33			0.87			0.87			15
07/01/16	06/30/17		15.12		0.08			3.37			3.45			(0.07	)		—			(0.07	)		18.50		22.90			310,360			0.46			0.88			0.88			15
07/01/15	06/30/16		15.89		0.08			(0.76	)		(0.68	)		(0.09	)		—			(0.09	)		15.12		(4.30	)		306,456			0.56			0.88			0.88			15
07/01/14	06/30/15		14.79		0.10			1.07			1.17			(0.07	)		—			(0.07	)		15.89		7.92			268,569			0.61			0.91			0.91			7

Advisor Shares*
07/01/19	12/31/19		22.90		0.01			3.12			3.13			(0.08	)		(1.02	)		(1.10	)		24.93		13.71			5,228			0.04			0.96			0.96			4
07/01/18	06/30/19		21.91		0.08			1.65			1.73			—			(0.74	)		(0.74	)		22.90		8.52			4,652			0.38			0.97			0.97			14
07/01/17	06/30/18		18.50		0.02			3.42			3.44			(0.03	)		—			(0.03	)		21.91		18.61			6,445			0.08			1.12			1.12			15
07/01/16	06/30/17		15.12		0.04			3.37			3.41			(0.03	)		—			(0.03	)		18.50		22.56			5,842			0.21			1.13			1.13			15
07/01/15	06/30/16		15.88		0.05			(0.77	)		(0.72	)		(0.04	)		—			(0.04	)		15.12		(4.56	)		7,168			0.31			1.13			1.13			15
07/01/14	06/30/15		14.77		0.06			1.07			1.13			(0.02	)		—			(0.02	)		15.88		7.68			11,540			0.36			1.16			1.16			7

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

www.brownadvisory.com/mf

106

Financial Highlights

				From Investment								Distributions to																	Ratios to Average
				Operations(a)								Shareholders From																	Net Assets(b)
							Net
For a Share							Realized														Net					Net
Outstanding		Net Asset		Net				&													Asset					Assets at			Net
Throughout		Value,		Investment			Unrealized					Net			Net						Value,					End of			Investment						Gross			Portfolio
Each Fiscal Period:		Beginning		Income			Gains					Investment			Realized						End of		Total			Period			Income			Net			Expenses			Turnover
Beginning	Ending	of Period		(Loss)			(Losses)			Total		Income			Gains			Total			Period		Return(c)				(000’s	)	(Loss)			Expenses			(d)			Rate(c)

BROWN ADVISORY EQUITY INCOME FUND:

Institutional Shares*
07/01/19	12/31/19	$	14.15		0.11			1.19			1.30		(0.11	)		(1.08	)		(1.19	)	$	14.26		9.33	%	$	27,523			1.53	%		0.80	%		0.80	%		5	%
07/01/18	06/30/19		14.41		0.26			1.33			1.59		(0.27	)		(1.58	)		(1.85	)		14.15		13.12			26,449			1.87			0.80			0.80			11
07/01/17	06/30/18		13.80		0.24			1.07			1.31		(0.25	)		(0.45	)		(0.70	)		14.41		9.51			27,975			1.70			0.77			0.77			14
07/01/16	06/30/17		12.87		0.26			1.41			1.67		(0.26	)		(0.48	)		(0.74	)		13.80		13.36			29,587			1.94			0.77			0.77			7
07/01/15	06/30/16		13.14		0.28			(0.13	)		0.15		(0.29	)		(0.13	)		(0.42	)		12.87		1.31			13,840			2.24			0.75			0.75			17
07/01/14	06/30/15		13.70		0.29			0.08			0.37		(0.30	)		(0.63	)		(0.93	)		13.14		2.60			18,134			2.16			0.75			0.75			18

Investor Shares*
07/01/19	12/31/19		14.15		0.10			1.19			1.29		(0.10	)		(1.08	)		(1.18	)		14.26		9.25			65,997			1.38			0.95			0.95			5
07/01/18	06/30/19		14.40		0.24			1.34			1.58		(0.25	)		(1.58	)		(1.83	)		14.15		13.03			62,309			1.72			0.95			0.95			11
07/01/17	06/30/18		13.80		0.22			1.06			1.28		(0.23	)		(0.45	)		(0.68	)		14.40		9.27			66,512			1.55			0.92			0.92			14
07/01/16	06/30/17		12.86		0.24			1.42			1.66		(0.24	)		(0.48	)		(0.72	)		13.80		13.28			81,890			1.79			0.92			0.92			7
07/01/15	06/30/16		13.13		0.26			(0.13	)		0.13		(0.27	)		(0.13	)		(0.40	)		12.86		1.15			112,116			2.09			0.90			0.90			17
07/01/14	06/30/15		13.69		0.27			0.08			0.35		(0.28	)		(0.63	)		(0.91	)		13.13		2.45			183,001			2.01			0.90			0.90			18

Advisor Shares*
07/01/19	12/31/19		14.14		0.08			1.19			1.27		(0.08	)		(1.08	)		(1.16	)		14.25		9.13			1,031			1.13			1.20			1.20			5
07/01/18	06/30/19		14.40		0.21			1.33			1.54		(0.22	)		(1.58	)		(1.80	)		14.14		12.67			1,017			1.47			1.20			1.20			11
07/01/17	06/30/18		13.78		0.19			1.06			1.25		(0.18	)		(0.45	)		(0.63	)		14.40		9.04			1,077			1.30			1.17			1.17			14
07/01/16	06/30/17		12.84		0.20			1.43			1.63		(0.21	)		(0.48	)		(0.69	)		13.78		13.02			2,422			1.54			1.17			1.17			7
07/01/15	06/30/16		13.11		0.23			(0.13	)		0.10		(0.24	)		(0.13	)		(0.37	)		12.84		0.90			2,980			1.84			1.15			1.15			17
07/01/14	06/30/15		13.67		0.24			0.07			0.31		(0.24	)		(0.63	)		(0.87	)		13.11		2.19			3,148			1.76			1.15			1.15			18

BROWN ADVISORY SUSTAINABLE GROWTH FUND:

Institutional Shares*
07/01/19	12/31/19		26.39		0.01			2.00			2.01		—			(0.21	)		(0.21	)		28.19		7.62			1,000,180			0.07			0.72			0.72			8
07/01/18	06/30/19		23.02		0.03			4.12			4.15		—			(0.78	)		(0.78	)		26.39		18.89			749,949			0.10			0.73			0.73			21
07/01/17	06/30/18		18.94		0.01			4.42			4.43		—			(0.35	)		(0.35	)		23.02		23.59			369,642			0.05			0.73			0.73			29
07/01/16	06/30/17		16.05		(0.02	)		3.03			3.01		—			(0.12	)		(0.12	)		18.94		18.83			221,177			(0.10	)		0.73			0.73			41
07/01/15	06/30/16		15.69		(0.02	)		1.13			1.11		—			(0.75	)		(0.75	)		16.05		7.17			122,008			(0.11	)		0.74			0.74			30
07/01/14	06/30/15		14.11		(0.02	)		1.91			1.89		—			(0.31	)		(0.31	)		15.69		13.50			67,789			(0.11	)		0.75			0.75			37

Investor Shares*
07/01/19	12/31/19		26.07		(0.01	)		1.98			1.97		—			(0.21	)		(0.21	)		27.83		7.56			666,954			(0.08	)		0.87			0.87			8
07/01/18	06/30/19		22.79		(0.01	)		4.07			4.06		—			(0.78	)		(0.78	)		26.07		18.68			374,769			(0.05	)		0.88			0.88			21
07/01/17	06/30/18		18.78		(0.02	)		4.38			4.36		—			(0.35	)		(0.35	)		22.79		23.41			102,201			(0.10	)		0.88			0.88			29
07/01/16	06/30/17		15.94		(0.04	)		3.00			2.96		—			(0.12	)		(0.12	)		18.78		18.65			36,954			(0.25	)		0.88			0.88			41
07/01/15	06/30/16		15.61		(0.04	)		1.12			1.08		—			(0.75	)		(0.75	)		15.94		7.01			25,676			(0.26	)		0.89			0.89			30
07/01/14	06/30/15		14.06		(0.04	)		1.90			1.86		—			(0.31	)		(0.31	)		15.61		13.34			11,206			(0.26	)		0.90			0.90			37

Advisor Shares*
07/01/19	12/31/19		25.59		(0.04	)		1.94			1.90		—			(0.21	)		(0.21	)		27.28		7.43			263,294			(0.33	)		1.12			1.12			8
07/01/18	06/30/19		22.44		(0.07	)		4.00			3.93		—			(0.78	)		(0.78	)		25.59		18.39			250,871			(0.30	)		1.13			1.13			21
07/01/17	06/30/18		18.54		(0.07	)		4.32			4.25		—			(0.35	)		(0.35	)		22.44		23.12			213,262			(0.35	)		1.13			1.13			29
07/01/16	06/30/17		15.78		(0.08	)		2.96			2.88		—			(0.12	)		(0.12	)		18.54		18.33			172,012			(0.50	)		1.13			1.13			41
07/01/15	06/30/16		15.50		(0.08	)		1.11			1.03		—			(0.75	)		(0.75	)		15.78		6.73			201,727			(0.51	)		1.14			1.14			30
07/01/14	06/30/15		14.00		(0.07	)		1.88			1.81		—			(0.31	)		(0.31	)		15.50		13.03			137,410			(0.51	)		1.15			1.15			37

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

www.brownadvisory.com/mf

107

Financial Highlights

				From Investment							Distributions to																	Ratios to Average
				Operations(a)							Shareholders From																	Net Assets(b)
							Net
For a Share							Realized													Net					Net
Outstanding		Net Asset		Net				&												Asset					Assets at			Net
Throughout		Value,		Investment			Unrealized				Net			Net						Value,					End of			Investment						Gross			Portfolio
Each Fiscal Period:		Beginning		Income			Gains				Investment			Realized						End of		Total			Period			Income			Net			Expenses			Turnover
Beginning	Ending	of Period		(Loss)			(Losses)		Total		Income			Gains			Total			Period		Return(c)				(000’s	)	(Loss)			Expenses			(d)			Rate(c)

BROWN ADVISORY MID-CAP GROWTH FUND:

Institutional Shares*
07/01/19	12/31/19	$	13.14		(0.00	)		0.69		0.69		—			(0.04	)		(0.04	)	$	13.79		5.22	%	$	59,058			(0.03	)%		0.70	%		0.93	%		10	%
07/02/18^	06/30/19		11.42		(0.00	)		1.83		1.83		—			(0.11	)		(0.11	)		13.14		16.36			42,404			(0.00	)		0.70			1.04			46

Investor Shares*
07/01/19	12/31/19		13.12		(0.01	)		0.69		0.68		—			(0.04	)		(0.04	)		13.76		5.15			1,263			(0.18	)		0.85			1.08			10
07/01/18	06/30/19		11.36		(0.02	)		1.89		1.87		—			(0.11	)		(0.11	)		13.12		16.80			2,933			(0.15	)		0.85			1.19			46
10/02/17^	06/30/18		10.00		(0.01	)		1.37		1.36		—			—			—			11.36		13.60			21,377			(0.16	)		0.85			1.58			29

BROWN ADVISORY SMALL-CAP GROWTH FUND:

Institutional Shares*
07/01/19	12/31/19		44.24		(0.09	)		0.94		0.85		—			(0.88	)		(0.88	)		44.21		1.95			947,526			(0.42	)		0.98			0.98			14
07/01/18	06/30/19		40.64		(0.15	)		5.52		5.37		(0.18	)		(1.59	)		(1.77	)		44.24		14.56			838,698			(0.36	)		0.98			0.98			44
07/01/17	06/30/18		35.15		(0.16	)		6.31		6.15		(0.15	)		(0.51	)		(0.66	)		40.64		17.64			424,449			(0.42	)		0.98			0.98			30
07/01/16	06/30/17		31.19		(0.16	)		5.25		5.09		—			(1.13	)		(1.13	)		35.15		16.57			165,615			(0.49	)		0.98			0.98			22
07/01/15	06/30/16		35.91		(0.14	)		0.51		0.37		—			(5.09	)		(5.09	)		31.19		1.61			17,037			(0.45	)		0.98			0.98			32
07/01/14	06/30/15		35.85		(0.18	)		4.45		4.27		—			(4.21	)		(4.21	)		35.91		12.98			12,841			(0.51	)		0.99			0.99			28

Investor Shares*
07/01/19	12/31/19		22.13		(0.06	)		0.47		0.41		—			(0.44	)		(0.44	)		22.10		1.88			506,620			(0.57	)		1.13			1.13			14
07/01/18	06/30/19		20.34		(0.10	)		2.77		2.67		(0.08	)		(0.80	)		(0.88	)		22.13		14.40			493,421			(0.51	)		1.13			1.13			44
07/01/17	06/30/18		17.61		(0.11	)		3.15		3.04		(0.06	)		(0.25	)		(0.31	)		20.34		17.44			476,786			(0.57	)		1.13			1.13			30
07/01/16	06/30/17		15.65		(0.11	)		2.63		2.52		—			(0.56	)		(0.56	)		17.61		16.40			335,185			(0.64	)		1.13			1.13			22
07/01/15	06/30/16		18.05		(0.10	)		0.26		0.16		—			(2.56	)		(2.56	)		15.65		1.43			268,390			(0.60	)		1.13			1.13			32
07/01/14	06/30/15		18.04		(0.11	)		2.24		2.13		—			(2.12	)		(2.12	)		18.05		12.86			262,426			(0.66	)		1.14			1.14			28

Advisor Shares*
07/01/19	12/31/19		21.15		(0.09	)		0.45		0.36		—			(0.42	)		(0.42	)		21.09		1.73			14,990			(0.82	)		1.38			1.38			14
07/01/18	06/30/19		19.46		(0.15	)		2.64		2.49		(0.04	)		(0.76	)		(0.80	)		21.15		14.08			14,489			(0.76	)		1.38			1.38			44
07/01/17	06/30/18		16.85		(0.15	)		3.02		2.87		(0.02	)		(0.24	)		(0.26	)		19.46		17.21			18,449			(0.82	)		1.38			1.38			30
07/01/16	06/30/17		15.02		(0.14	)		2.51		2.37		—			(0.54	)		(0.54	)		16.85		16.04			32,852			(0.89	)		1.38			1.38			22
07/01/15	06/30/16		17.35		(0.13	)		0.26		0.13		—			(2.46	)		(2.46	)		15.02		1.27			9,704			(0.85	)		1.38			1.38			32
07/01/14	06/30/15		17.39		(0.15	)		2.15		2.00		—			(2.04	)		(2.04	)		17.35		12.54			6,348			(0.91	)		1.39			1.39			28

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

www.brownadvisory.com/mf

108

Financial Highlights

				From Investment								Distributions to																	Ratios to Average
				Operations(a)								Shareholders From																	Net Assets(b)
						Net
For a Share						Realized															Net					Net
Outstanding		Net Asset		Net			&														Asset					Assets at			Net
Throughout		Value,		Investment		Unrealized						Net			Net						Value,					End of			Investment						Gross			Portfolio
Each Fiscal Period:		Beginning		Income		Gains						Investment			Realized						End of		Total			Period			Income			Net			Expenses			Turnover
Beginning	Ending	of Period		(Loss)		(Losses)			Total			Income			Gains			Total			Period		Return(c)				(000’s	)	(Loss)			Expenses			(d)			Rate(c)

BROWN ADVISORY SMALL-CAP FUNDAMENTAL VALUE FUND:

Institutional Shares*
07/01/19	12/31/19	$	24.77		0.14		1.92			2.06			(0.13	)		(1.14	)		(1.27	)	$	25.56		8.38	%	$	365,735			1.12	%		0.97	%		0.97	%		20	%
07/01/18	06/30/19		29.16		0.29		(1.54	)		(1.25	)		(0.21	)		(2.93	)		(3.14	)		24.77		(2.91	)		447,846			1.10			0.97			0.97			36
07/01/17	06/30/18		27.11		0.15		3.11			3.26			(0.20	)		(1.01	)		(1.21	)		29.16		12.13			410,785			0.52			0.97			0.97			32
07/01/16	06/30/17		22.75		0.17		4.31			4.48			(0.09	)		(0.03	)		(0.12	)		27.11		19.73			341,038			0.68			0.97			0.97			30
07/01/15	06/30/16		23.61		0.13		(0.44	)		(0.31	)		(0.10	)		(0.45	)		(0.55	)		22.75		(1.17	)		156,205			0.59			0.98			0.98			30
07/01/14	06/30/15		23.96		0.10		0.86			0.96			(0.14	)		(1.17	)		(1.31	)		23.61		4.04			75,994			0.43			0.98			0.98			26

Investor Shares*
07/01/19	12/31/19		24.75		0.12		1.92			2.04			(0.11	)		(1.14	)		(1.25	)		25.54		8.31			621,402			0.97			1.12			1.12			20
07/01/18	06/30/19		29.12		0.25		(1.53	)		(1.28	)		(0.16	)		(2.93	)		(3.09	)		24.75		(3.05	)		577,212			0.95			1.12			1.12			36
07/01/17	06/30/18		27.08		0.10		3.10			3.20			(0.15	)		(1.01	)		(1.16	)		29.12		11.95			874,269			0.37			1.12			1.12			32
07/01/16	06/30/17		22.73		0.13		4.31			4.44			(0.06	)		(0.03	)		(0.09	)		27.08		19.54			834,317			0.53			1.12			1.12			30
07/01/15	06/30/16		23.59		0.10		(0.44	)		(0.34	)		(0.07	)		(0.45	)		(0.52	)		22.73		(1.32	)		774,547			0.44			1.13			1.13			30
07/01/14	06/30/15		23.94		0.07		0.86			0.93			(0.11	)		(1.17	)		(1.28	)		23.59		3.90			748,003			0.28			1.13			1.13			26

Advisor Shares*
07/01/19	12/31/19		24.64		0.09		1.91			2.00			(0.08	)		(1.14	)		(1.22	)		25.42		8.18			8,382			0.72			1.37			1.37			20
07/01/18	06/30/19		28.98		0.19		(1.51	)		(1.32	)		(0.09	)		(2.93	)		(3.02	)		24.64		(3.27	)		8,393			0.70			1.37			1.37			36
07/01/17	06/30/18		26.95		0.03		3.08			3.11			(0.07	)		(1.01	)		(1.08	)		28.98		11.65			25,032			0.12			1.37			1.37			32
07/01/16	06/30/17		22.62		0.07		4.29			4.36			—			(0.03	)		(0.03	)		26.95		19.29			24,974			0.28			1.37			1.37			30
07/01/15	06/30/16		23.48		0.04		(0.44	)		(0.40	)		(0.01	)		(0.45	)		(0.46	)		22.62		(1.58	)		52,883			0.19			1.38			1.38			30
07/01/14	06/30/15		23.87		0.01		0.85			0.86			(0.08	)		(1.17	)		(1.25	)		23.48		3.61			58,583			0.03			1.38			1.38			26

BROWN ADVISORY GLOBAL LEADERS FUND:

Institutional Shares*
07/01/19	12/31/19		15.24		0.01		1.75			1.76			(0.06	)		—			(0.06	)		16.94		11.54			329,341			0.18			0.75			0.83			4
10/31/18^	06/30/19		13.13		0.07		2.07			2.14			(0.03	)		—			(0.03	)		15.24		16.38			214,263			0.71			0.75			0.88			23

Investor Shares*
07/01/19	12/31/19		15.23		—		1.74			1.74			(0.04	)		—			(0.04	)		16.93		11.43			26,342			0.03			0.90			0.98			4
07/01/18	06/30/19		13.82		0.08		1.36			1.44			(0.03	)		—			(0.03	)		15.23		10.49			18,943			0.60			0.86			1.07			23
07/01/17	06/30/18		11.50		0.08		2.25			2.33			(0.01	)		—			(0.01	)		13.82		20.28			86,112			0.60			0.85			1.10			26
07/01/16	06/30/17		9.65		0.04		1.83			1.87			(0.02	)		—			(0.02	)		11.50		19.39			39,354			0.39			0.85			1.16			35
07/01/15^	06/30/16		10.00		0.05		(0.40	)		(0.35	)		—			—			—			9.65		(3.50	)		26,367			0.55			0.85			1.41			53

BROWN ADVISORY INTERMEDIATE INCOME FUND:

Investor Shares*
07/01/19	12/31/19		10.72		0.13		0.06			0.19			(0.13	)		—			(0.13	)		10.78		1.80			141,856			2.40			0.48			0.53			32
07/01/18	06/30/19		10.35		0.27		0.36			0.63			(0.26	)		—			(0.26	)		10.72		6.24			135,175			2.63			0.47			0.53			82
07/01/17	06/30/18		10.60		0.23		(0.24	)		(0.01	)		(0.24	)		—			(0.24	)		10.35		(0.12	)		125,060			2.20			0.45			0.51			35
07/01/16	06/30/17		10.78		0.20		(0.16	)		0.04			(0.22	)		—			(0.22	)		10.60		0.40			131,941			1.88			0.45			0.51			62
07/01/15	06/30/16		10.63		0.20		0.22			0.42			(0.21	)		(0.06	)		(0.27	)		10.78		3.99			137,900			1.92			0.43			0.50			68
07/01/14	06/30/15		10.74		0.19		(0.08	)		0.11			(0.22	)		—			(0.22	)		10.63		1.01			140,006			1.78			0.45			0.50			130

Advisor Shares*
07/01/19	12/31/19		10.49		0.11		0.06			0.17			(0.12	)		—			(0.12	)		10.54		1.62			3,590			2.15			0.73			0.78			32
07/01/18	06/30/19		10.13		0.24		0.36			0.60			(0.24	)		—			(0.24	)		10.49		6.01			3,615			2.38			0.72			0.78			82
07/01/17	06/30/18		10.38		0.20		(0.24	)		(0.04	)		(0.21	)		—			(0.21	)		10.13		(0.38	)		3,782			1.95			0.70			0.76			35
07/01/16	06/30/17		10.56		0.17		(0.15	)		0.02			(0.20	)		—			(0.20	)		10.38		0.16			4,098			1.63			0.70			0.76			62
07/01/15	06/30/16		10.42		0.17		0.21			0.38			(0.18	)		(0.06	)		(0.24	)		10.56		3.71			8,972			1.67			0.68			0.75			68
07/01/14	06/30/15		10.53		0.16		(0.08	)		0.08			(0.19	)		—			(0.19	)		10.42		0.78			9,608			1.53			0.70			0.75			130

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

www.brownadvisory.com/mf

109

Financial Highlights

				From Investment								Distributions to																	Ratios to Average
				Operations(a)								Shareholders From																	Net Assets(b)
						Net
For a Share						Realized															Net					Net
Outstanding		Net Asset		Net			&														Asset					Assets at			Net
Throughout		Value,		Investment		Unrealized						Net			Net						Value,					End of			Investment						Gross			Portfolio
Each Fiscal Period:		Beginning		Income		Gains						Investment			Realized						End of		Total			Period			Income			Net			Expenses			Turnover
Beginning	Ending	of Period		(Loss)		(Losses)			Total			Income			Gains			Total			Period		Return(c)				(000’s	)	(Loss)			Expenses			(d)			Rate(c)

BROWN ADVISORY TOTAL RETURN FUND:

Institutional Shares*
07/01/19	12/31/19	$	10.22		0.15		0.13			0.28			(0.16	)		(0.22	)		(0.38	)	$	10.12		2.67	%	$	329,776			2.86	%		0.46	%		0.46	%		36	%
07/01/18	06/30/19		9.78		0.32		0.44			0.76			(0.32	)		—			(0.32	)		10.22		7.90			246,074			3.26			0.49			0.49			106
07/01/17	06/30/18		10.00		0.28		(0.22	)		0.06			(0.28	)		—			(0.28	)		9.78		0.61			121,381			2.79			0.50			0.50			209
07/01/16	06/30/17		10.18		0.24		(0.16	)		0.08			(0.25	)		(0.01	)		(0.26	)		10.00		0.80			107,686			2.36			0.51			0.51			216
07/01/15	06/30/16		9.83		0.25		0.37			0.62			(0.27	)		—			(0.27	)		10.18		6.46			83,854			2.55			0.51			0.51			218
10/30/14^	06/30/15		10.00		0.13		(0.19	)		(0.06	)		(0.11	)		—			(0.11	)		9.83		(0.60	)		73,735			1.89			0.54			0.54			235

Investor Shares*
07/01/19	12/31/19		10.22		0.15		0.12			0.27			(0.15	)		(0.22	)		(0.37	)		10.12		2.64			3,495			2.81			0.51			0.51			36
07/01/18	06/30/19		9.78		0.32		0.43			0.75			(0.31	)		—			(0.31	)		10.22		7.85			4,916			3.21			0.54			0.54			106
07/01/17	06/30/18		10.00		0.27		(0.21	)		0.06			(0.28	)		—			(0.28	)		9.78		0.56			2,619			2.74			0.55			0.55			209
07/01/16	06/30/17		10.18		0.23		(0.16	)		0.07			(0.24	)		(0.01	)		(0.25	)		10.00		0.75			2,668			2.31			0.56			0.56			216
07/01/15	06/30/16		9.83		0.25		0.37			0.62			(0.27	)		—			(0.27	)		10.18		6.40			1,957			2.50			0.56			0.56			218
10/30/14^	06/30/15		10.00		0.12		(0.18	)		(0.06	)		(0.11	)		—			(0.11	)		9.83		(0.63	)		9,081			1.84			0.59			0.59			235

BROWN ADVISORY STRATEGIC BOND FUND:

Institutional Shares*
07/01/19	12/31/19		9.57		0.16		0.09			0.25			(0.17	)		—			(0.17	)		9.65		2.69			219,380			3.41			0.58			0.58			54
07/01/18	06/30/19		9.51		0.34		0.05			0.39			(0.33	)		—			(0.33	)		9.57		4.23			204,326			3.55			0.60			0.60			115
07/01/17	06/30/18		9.61		0.27		(0.10	)		0.17			(0.27	)		—			(0.27	)		9.51		1.80			141,150			2.85			0.70			0.67			200
07/01/16	06/30/17		9.47		0.23		0.14			0.37			(0.23	)		—			(0.23	)		9.61		3.92			114,651			2.39			0.70			0.72			259
07/01/15	06/30/16		9.83		0.30		(0.19	)		0.11			(0.47	)		—			(0.47	)		9.47		1.18			39,211			3.21			0.70			0.73			288
10/31/14^	06/30/15		10.07		0.16		(0.35	)		(0.19	)		(0.05	)		—			(0.05	)		9.83		(1.85	)		59,680			2.42			0.70			0.72			317

Investor Shares*
07/01/19	12/31/19		9.57		0.16		0.08			0.24			(0.17	)		—			(0.17	)		9.64		2.55			2,010			3.36			0.63			0.63			54
07/01/18	06/30/19		9.51		0.33		0.06			0.39			(0.33	)		—			(0.33	)		9.57		4.18			1,764			3.50			0.65			0.65			115
07/01/17	06/30/18		9.61		0.25		(0.10	)		0.15			(0.25	)		—			(0.25	)		9.51		1.54			214			2.60			0.95			0.92			200
07/01/16	06/30/17		9.47		0.20		0.14			0.34			(0.20	)		—			(0.20	)		9.61		3.65			248			2.14			0.95			0.97			259
07/01/15	06/30/16		9.82		0.28		(0.20	)		0.08			(0.43	)		—			(0.43	)		9.47		0.84			865			2.96			0.95			0.98			288
07/01/14	06/30/15		10.04		0.19		(0.37	)		(0.18	)		(0.04	)		—			(0.04	)		9.82		(1.80	)		1,692			1.91			1.21			1.22			317

BROWN ADVISORY SUSTAINABLE BOND FUND:

Institutional Shares*
07/01/19	12/31/19		10.13		0.14		0.09			0.23			(0.15	)		(0.12	)		(0.27	)		10.09		2.25			140,610			2.79			0.50			0.50			32
07/02/18^	06/30/19		9.70		0.30		0.42			0.72			(0.29	)		—			(0.29	)		10.13		7.60			126,466			3.08			0.55			0.52			66

Investor Shares*
07/01/19	12/31/19		10.13		0.14		0.09			0.23			(0.15	)		(0.12	)		(0.27	)		10.09		2.23			708			2.74			0.55			0.55			32
07/01/18	06/30/19		9.70		0.29		0.43			0.72			(0.29	)		—			(0.29	)		10.13		7.54			884			3.03			0.60			0.57			66
08/07/17^	06/30/18		10.00		0.21		(0.34	)		(0.13	)		(0.17	)		—			(0.17	)		9.70		(1.27	)		54,291			2.41			0.60			0.71			64

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

www.brownadvisory.com/mf

110

Financial Highlights

				From Investment								Distributions to																	Ratios to Average
				Operations(a)								Shareholders From																	Net Assets(b)
						Net
For a Share						Realized															Net					Net
Outstanding		Net Asset		Net			&														Asset					Assets at			Net
Throughout		Value,		Investment		Unrealized						Net			Net						Value,					End of			Investment						Gross			Portfolio
Each Fiscal Period:		Beginning		Income		Gains						Investment			Realized						End of		Total			Period			Income			Net			Expenses			Turnover
Beginning	Ending	of Period		(Loss)		(Losses)			Total			Income			Gains			Total			Period		Return(c)				(000’s	)	(Loss)			Expenses			(d)			Rate(c)

BROWN ADVISORY MARYLAND BOND FUND:

Investor Shares*
07/01/19	12/31/19	$	10.80		0.13		0.10			0.23			(0.15	)		—			(0.15	)	$	10.88		2.13	%	$	186,439			2.38	%		0.49	%		0.49	%		10	%
07/01/18	06/30/19		10.50		0.28		0.30			0.58			(0.28	)		—			(0.28	)		10.80		5.65			182,072			2.69			0.49			0.49			33
07/01/17	06/30/18		10.62		0.26		(0.12	)		0.14			(0.26	)		—			(0.26	)		10.50		1.29			181,230			2.42			0.48			0.48			25
07/01/16	06/30/17		10.92		0.23		(0.26	)		(0.03	)		(0.23	)		(0.04	)		(0.27	)		10.62		(0.27	)		181,518			2.14			0.49			0.49			53
07/01/15	06/30/16		10.65		0.23		0.32			0.55			(0.23	)		(0.05	)		(0.28	)		10.92		5.24			183,705			2.12			0.48			0.48			80
07/01/14	06/30/15		10.82		0.18		(0.12	)		0.06			(0.18	)		(0.05	)		(0.23	)		10.65		0.58			199,469			1.66			0.49			0.49			61

BROWN ADVISORY TAX-EXEMPT BOND FUND:

Institutional Shares*
07/01/19	12/31/19		10.20		0.13		0.12			0.25			(0.15	)		—			(0.15	)		10.30		2.44			1,133,777			2.57			0.42			0.42			33
07/02/18^	06/30/19		9.90		0.33		0.30			0.63			(0.33	)		—			(0.33	)		10.20		6.51			950,832			3.36			0.43			0.43			53

Investor Shares*
07/01/19	12/31/19		10.20		0.13		0.11			0.24			(0.14	)		—			(0.14	)		10.30		2.41			12,652			2.52			0.47			0.47			33
07/01/18	06/30/19		9.90		0.33		0.30			0.63			(0.33	)		—			(0.33	)		10.20		6.49			19,395			3.31			0.48			0.48			53
07/01/17	06/30/18		9.94		0.31		(0.04	)		0.27			(0.31	)		—			(0.31	)		9.90		2.78			439,906			3.16			0.48			0.48			55
07/01/16	06/30/17		10.26		0.29		(0.32	)		(0.03	)		(0.29	)		—			(0.29	)		9.94		(0.29	)		257,602			2.88			0.49			0.49			55
07/01/15	06/30/16		9.93		0.25		0.33			0.58			(0.25	)		—			(0.25	)		10.26		5.94			233,675			2.51			0.49			0.49			119
07/01/14	06/30/15		10.03		0.18		(0.10	)		0.08			(0.18	)		—			(0.18	)		9.93		0.78			224,154			1.78			0.50			0.50			109

BROWN ADVISORY TAX-EXEMPT SUSTAINABLE BOND FUND:

Investor Shares*
12/02/19^	12/31/19		10.00		0.01		0.01			0.02			(0.01	)		—			(0.01	)		10.01		0.19			62,693			1.19			0.57			0.63			13

BROWN ADVISORY MORTGAGE SECURITIES FUND:

Institutional Shares*
07/01/19	12/31/19		10.02		0.06		0.12			0.18			(0.10	)		—			(0.10	)		10.10		1.78			258,949			1.22			0.47			0.47			56
07/01/18	06/30/19		9.65		0.22		0.42			0.64			(0.27	)		—			(0.27	)		10.02		6.72			281,728			2.29			0.47			0.47			200
07/01/17	06/30/18		9.87		0.18		(0.16	)		0.02			(0.24	)		—			(0.24	)		9.65		0.16			300,643			1.86			0.47			0.47			336
07/01/16	06/30/17		10.20		0.15		(0.21	)		(0.06	)		(0.20	)		(0.07	)		(0.27	)		9.87		(0.52	)		342,705			1.53			0.46			0.46			414
07/01/15	06/30/16		10.06		0.22		0.21			0.43			(0.25	)		(0.04	)		(0.29	)		10.20		4.32			377,908			2.12			0.45			0.45			244
07/01/14	06/30/15		10.16		0.27		0.01			0.28			(0.30	)		(0.08	)		(0.38	)		10.06		2.74			206,299			2.68			0.47			0.47			147

Investor Shares*
07/01/19	12/31/19		10.02		0.06		0.13			0.19			(0.10	)		—			(0.10	)		10.11		1.86			927			1.17			0.52			0.52			56
07/01/18	06/30/19		9.66		0.22		0.40			0.62			(0.26	)		—			(0.26	)		10.02		6.55			266			2.24			0.52			0.52			200
07/01/17	06/30/18		9.87		0.18		(0.16	)		0.02			(0.23	)		—			(0.23	)		9.66		0.21			321			1.81			0.52			0.52			336
07/01/16	06/30/17		10.21		0.15		(0.22	)		(0.07	)		(0.20	)		(0.07	)		(0.27	)		9.87		(0.68	)		738			1.48			0.51			0.51			414
07/01/15	06/30/16		10.06		0.21		0.22			0.43			(0.24	)		(0.04	)		(0.28	)		10.21		4.33			1,793			2.07			0.50			0.50			244
07/01/14	06/30/15		10.16		0.27		—			0.27			(0.29	)		(0.08	)		(0.37	)		10.06		2.68			28,649			2.63			0.52			0.52			147

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

www.brownadvisory.com/mf

111

Financial Highlights

				From Investment									Distributions to																	Ratios to Average
				Operations(a)									Shareholders From																	Net Assets(b)
							Net
For a Share							Realized															Net					Net
Outstanding		Net Asset		Net				&														Asset					Assets at			Net
Throughout		Value,		Investment			Unrealized						Net			Net						Value,					End of			Investment						Gross			Portfolio
Each Fiscal Period:		Beginning		Income			Gains						Investment			Realized						End of		Total			Period			Income			Net			Expenses			Turnover
Beginning	Ending	of Period		(Loss)			(Losses)			Total			Income			Gains			Total			Period		Return(c)				(000’s	)	(Loss)			Expenses			(d)			Rate(c)

BROWN ADVISORY – WMC STRATEGIC EUROPEAN EQUITY FUND:

Institutional Shares*
07/01/19	12/31/19	$	11.15		(0.02	)		0.75			0.73			(0.10	)		(0.50	)		(0.60	)	$	11.28		6.62	%	$	459,635			(0.32	)%		1.08	%		1.08	%		24	%
07/01/18	06/30/19		12.42		0.07			(0.16	)		(0.09	)		(0.20	)		(0.98	)		(1.18	)		11.15		0.84			470,903			0.62			1.07			1.07			34
07/01/17	06/30/18		12.05		0.13			0.35			0.48			(0.11	)		—			(0.11	)		12.42		3.97			927,916			1.03			1.07			1.07			33
07/01/16	06/30/17		9.90		0.12			2.16			2.28			(0.13	)		—			(0.13	)		12.05		23.32			1,176,492			1.10			1.09			1.09			27
07/01/15	06/30/16		10.20		0.13			(0.40	)		(0.27	)		(0.03	)		—			(0.03	)		9.90		(2.68	)		1,059,870			1.30			1.11			1.11			31
07/01/14	06/30/15		10.46		0.14			(0.29	)		(0.15	)		(0.11	)		—			(0.11	)		10.20		(1.42	)		240,182			1.35			1.13			1.13			48

Investor Shares*
07/01/19	12/31/19		11.12		(0.03	)		0.75			0.72			(0.09	)		(0.50	)		(0.59	)		11.25		6.52			17,357			(0.47	)		1.23			1.23			24
07/01/18	06/30/19		12.41		0.05			(0.17	)		(0.12	)		(0.19	)		(0.98	)		(1.17	)		11.12		0.58			18,100			0.47			1.22			1.22			34
07/01/17	06/30/18		12.05		0.11			0.36			0.47			(0.11	)		—			(0.11	)		12.41		3.85			14,669			0.88			1.22			1.22			33
07/01/16	06/30/17		9.90		0.10			2.17			2.27			(0.12	)		—			(0.12	)		12.05		23.18			7,367			0.95			1.24			1.24			27
07/01/15	06/30/16		10.19		0.12			(0.41	)		(0.29	)		—			—			—			9.90		(2.85	)		13,031			1.15			1.26			1.26			31
07/01/14	06/30/15		10.45		0.12			(0.29	)		(0.17	)		(0.09	)		—			(0.09	)		10.19		(1.56	)		25,840			1.20			1.28			1.28			48

Advisor Shares*
07/01/19	12/31/19		11.03		(0.04	)		0.74			0.70			(0.07	)		(0.50	)		(0.57	)		11.16		6.40			6,194			(0.72	)		1.48			1.48			24
07/01/18	06/30/19		12.30		0.02			(0.16	)		(0.14	)		(0.15	)		(0.98	)		(1.13	)		11.03		0.42			7,563			0.22			1.47			1.47			34
07/01/17	06/30/18		11.98		0.08			0.35			0.43			(0.11	)		—			(0.11	)		12.30		3.54			13,313			0.63			1.47			1.47			33
07/01/16	06/30/17		9.85		0.08			2.15			2.23			(0.10	)		—			(0.10	)		11.98		22.91			10,740			0.70			1.49			1.49			27
07/01/15	06/30/16		10.17		0.09			(0.41	)		(0.32	)		—			—			—			9.85		(3.15	)		745			0.90			1.51			1.51			31
07/01/14	06/30/15		10.44		0.10			(0.29	)		(0.19	)		(0.08	)		—			(0.08	)		10.17		(1.78	)		1,076			0.95			1.53			1.53			48

BROWN ADVISORY EMERGING MARKETS SELECT FUND:

Institutional Shares*
07/01/19	12/31/19		9.34		0.08			0.63			0.71			(0.11	)		—			(0.11	)		9.94		7.66			360,392			1.79			1.12			1.12			17
07/01/18	06/30/19		10.06		0.11			(0.48	)		(0.37	)		(0.35	)		—			(0.35	)		9.34		(3.35	)		326,693			1.20			1.26			1.26			131
07/01/17	06/30/18		10.17		0.17			(0.17	)		—			(0.11	)		—			(0.11	)		10.06		(0.12	)		513,535			1.57			1.15			1.15			13
07/01/16	06/30/17		8.73		0.12			1.43			1.55			(0.11	)		—			(0.11	)		10.17		18.04			407,616			1.31			1.17			1.17			23
07/01/15	06/30/16		9.74		0.13			(1.05	)		(0.92	)		(0.09	)		—			(0.09	)		8.73		(9.40	)		319,993			1.56			1.17			1.17			19
07/01/14	06/30/15		10.22		0.13			(0.46	)		(0.33	)		(0.15	)		—			(0.15	)		9.74		(3.22	)		268,530			1.31			1.22			1.22			22

Investor Shares*
07/01/19	12/31/19		9.33		0.08			0.62			0.70			(0.09	)		—			(0.09	)		9.94		7.49			5,219			1.64			1.27			1.27			17
07/01/18	06/30/19		10.03		0.10			(0.48	)		(0.38	)		(0.32	)		—			(0.32	)		9.33		(3.42	)		5,063			1.05			1.41			1.41			131
07/01/17	06/30/18		10.15		0.16			(0.19	)		(0.03	)		(0.09	)		—			(0.09	)		10.03		(0.37	)		38,106			1.42			1.30			1.30			13
07/01/16	06/30/17		8.71		0.11			1.43			1.54			(0.10	)		—			(0.10	)		10.15		17.90			183,378			1.16			1.32			1.32			23
07/01/15	06/30/16		9.73		0.12			(1.06	)		(0.94	)		(0.08	)		—			(0.08	)		8.71		(9.60	)		196,841			1.41			1.32			1.32			19
07/01/14	06/30/15		10.21		0.11			(0.45	)		(0.34	)		(0.14	)		—			(0.14	)		9.73		(3.33	)		155,919			1.16			1.37			1.37			22

Advisor Shares*
07/01/19	12/31/19		9.37		0.07			0.62			0.69			(0.08	)		—			(0.08	)		9.98		7.33			170			1.39			1.52			1.52			17
07/01/18	06/30/19		10.07		0.07			(0.47	)		(0.40	)		(0.30	)		—			(0.30	)		9.37		(3.66	)		167			0.80			1.66			1.66			131
07/01/17	06/30/18		10.19		0.13			(0.18	)		(0.05	)		(0.07	)		—			(0.07	)		10.07		(0.60	)		172			1.17			1.55			1.55			13
07/01/16	06/30/17		8.73		0.08			1.45			1.53			(0.07	)		—			(0.07	)		10.19		17.65			253			0.91			1.57			1.57			23
07/01/15	06/30/16		9.70		0.10			(1.05	)		(0.95	)		(0.02	)		—			(0.02	)		8.73		(9.82	)		281			1.16			1.57			1.57			19
07/01/14	06/30/15		10.18		0.09			(0.46	)		(0.37	)		(0.11	)		—			(0.11	)		9.70		(3.60	)		942			0.91			1.62			1.62			22

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

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112

Financial Highlights

				From Investment								Distributions to																	Ratios to Average
				Operations(a)								Shareholders From																	Net Assets(b)
						Net
For a Share						Realized															Net					Net
Outstanding		Net Asset		Net			&														Asset					Assets at			Net
Throughout		Value,		Investment		Unrealized						Net			Net						Value,					End of			Investment						Gross			Portfolio
Each Fiscal Period:		Beginning		Income		Gains						Investment			Realized						End of		Total			Period			Income			Net			Expenses			Turnover
Beginning	Ending	of Period		(Loss)		(Losses)			Total			Income			Gains			Total			Period		Return(c)				(000’s	)	(Loss)			Expenses			(d)			Rate(c)

BROWN ADVISORY – BEUTEL GOODMAN LARGE-CAP VALUE FUND:

Institutional Shares*
07/01/19	12/31/19	$	10.47		0.10		1.16			1.26			(0.10	)		(0.12	)		(0.22	)	$	11.51		12.03	%	$	410,140			1.90	%		0.58	%		0.58	%		9	%
07/01/18	06/30/19		9.58		0.20		0.89			1.09			(0.11	)		(0.09	)		(0.20	)		10.47		11.62			296,963			1.97			0.60			0.60			45
02/13/18^	06/30/18		10.00		0.06		(0.48	)		(0.42	)		—			—			—			9.58		(4.20	)		151,004			1.61			0.67			0.67			11

*	Periods beginning after June 30, 2019 are unaudited. Redemption fees of less than $0.005/share are not presented and are included in net realized & unrealized gains (losses) from investment operations. Prior to July 1, 2018, Brown Advisory Strategic Bond Fund Institutional Shares and Investor Shares were known as Investor Shares and Advisor Shares, respectively. The increase in the portfolio turnover rate for Brown Advisory Emerging Markets Select Fund for the year ended June 30, 2019 was primarily the result of a change in sub-advisers during the year.
^	Commencement of operations.
(a)	Calculated based on average shares outstanding during the fiscal period.
(b)	Annualized for periods less than one year. Ratios include only income and expenses of the funds themselves, as presented in the Statements of Operations, and do not include any additional or pro rata amounts of income or expenses from the ownership of any other investment companies (as applicable).
(c)	Not annualized for periods less than one year. Portfolio turnover rates are calculated at the fund level (not by individual share class).
(d)	Reflects the expense ratio excluding any expense waivers or expense recoupments.

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

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113

Notes to Financial Statements

December 31, 2019 (Unaudited)

Note 1. Organization

Brown Advisory Funds (the “Trust”) is registered under the Investment Company Act of 1940 as an open-ended management investment company. The Trust offers the following series of shares (each a “Fund,” and collectively, the “Funds”):

•	Brown Advisory Growth Equity Fund (“Growth Equity Fund”) seeks to achieve capital appreciation by primarily investing in equity securities,
•	Brown Advisory Flexible Equity Fund (“Flexible Equity Fund”) seeks to achieve long-term growth of capital,
•	Brown Advisory Equity Income Fund (“Equity Income Fund”) seeks to provide current dividend yield and dividend growth,
•	Brown Advisory Sustainable Growth Fund (“Sustainable Growth Fund”) seeks to achieve capital appreciation,
•	Brown Advisory Mid-Cap Growth Fund (“Mid-Cap Growth Fund”) seeks to achieve long-term capital appreciation,
•	Brown Advisory Small-Cap Growth Fund (“Small-Cap Growth Fund”) seeks to achieve long-term capital appreciation by primarily investing in equity securities,
•	Brown Advisory Small-Cap Fundamental Value Fund (“Small-Cap Fundamental Value Fund”) seeks to achieve long-term capital appreciation,
•	Brown Advisory Global Leaders Fund (“Global Leaders Fund”) seeks to achieve long-term capital appreciation by investing primarily in global equities,
•	Brown Advisory Intermediate Income Fund (“Intermediate Income Fund”) seeks to provide a high level of current income consistent with the preservation of principal within an intermediate-term maturity structure,
•	Brown Advisory Total Return Fund (“Total Return Fund”) seeks to provide a competitive total return consistent with the preservation of principal,
•	Brown Advisory Strategic Bond Fund (“Strategic Bond Fund”) seeks to achieve capital appreciation and income with a low correlation to interest rate movements,
•	Brown Advisory Sustainable Bond Fund (“Sustainable Bond Fund”) seeks to provide a competitive total return consistent with the preservation of principal while giving special consideration to certain environmental, social and governance criteria,
•	Brown Advisory Maryland Bond Fund (“Maryland Bond Fund”) seeks to provide a high level of current income exempt from both Federal and Maryland State income taxes without undue risk,
•	Brown Advisory Tax-Exempt Bond Fund (“Tax-Exempt Bond Fund”) seeks to provide a high level of current income exempt from Federal income tax by investing primarily in intermediate-term investment grade municipal bonds,
•	Brown Advisory Tax-Exempt Sustainable Bond Fund (“Tax-Exempt Sustainable Bond Fund”) seeks to provide a high level of current income exempt from Federal income tax by investing primarily in intermediate-term investment grade municipal bonds while giving special consideration to certain environmental, social, and governance criteria,
•	Brown Advisory Mortgage Securities Fund (“Mortgage Securities Fund”) seeks to maximize total return consistent with preservation of capital,
•	Brown Advisory – WMC Strategic European Equity Fund (“WMC Strategic European Equity Fund”) seeks to achieve total return by investing principally in equity securities issued by companies established or operating in Europe,
•	Brown Advisory Emerging Markets Select Fund (“Emerging Markets Select Fund”) seeks to achieve total return by investing principally in equity securities issued by companies established or operating in emerging markets, and
•	Brown Advisory – Beutel Goodman Large-Cap Value Fund (“Beutel Goodman Large-Cap Value Fund”) seeks to achieve capital appreciation.

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114

Notes to Financial Statements

December 31, 2019 (Unaudited)

The Funds commenced operations as follows:

	Institutional	Investor	Advisor		Institutional	Investor	Advisor
Fund	Shares	Shares	Shares	Fund	Shares	Shares	Shares
Growth Equity	10/19/2012	6/28/1999	5/18/2006	Strategic Bond¹	10/31/2014	9/30/2011	—
Flexible Equity	10/19/2012	11/30/2006	1/24/2007	Sustainable Bond	7/2/2018	8/7/2017	—
Equity Income	10/19/2012	12/29/2011	12/29/2011	Maryland Bond	—	12/21/2000	—
Sustainable Growth	6/29/2012	6/29/2012	6/29/2012	Tax-Exempt Bond	7/2/2018	6/29/2012	—
Mid-Cap Growth	7/2/2018	10/2/2017	—	Tax-Exempt
Small-Cap Growth	9/20/2002	6/28/1999	4/25/2006	Sustainable Bond	—	12/2/2019	—
Small-Cap				Mortgage Securities	5/13/2014	12/26/2013	—
Fundamental Value	10/19/2012	12/31/2008	7/28/2011	WMC Strategic
Global Leaders	10/31/2018	7/1/2015	—	European Equity	10/21/2013	10/21/2013	10/21/2013
Intermediate Income	—	11/2/1995	5/13/1991	Emerging Markets Select	12/12/2012	12/12/2012	12/12/2012
Total Return	10/30/2014	10/30/2014	—	Beutel Goodman
				Large-Cap Value	2/13/2018	—	—

¹	Prior to July 1, 2018, Institutional Shares and Investor Shares were known as Investor Shares and Advisor Shares, respectively.

Note 2. Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Funds. These policies are in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Funds are investment companies and follow the investment company accounting and reporting guidance of the Financial Accounting Standards Board Accounting Standards Codification Topic 946 Financial Services – Investment Companies, which is part of U.S. GAAP.

A. Security Valuation – The Funds have adopted fair valuation accounting standards which establish an authoritative definition of fair value and set out a hierarchy for measuring fair value. These standards require additional disclosures about the various inputs and valuation techniques used to develop the measurements of fair value and a discussion of changes in valuation techniques and related inputs, if any, during the period. These inputs are summarized in the three broad levels listed below:

Level 1 –	Quoted prices in active markets for identical securities.

Level 2 –	Evaluated price based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment spreads, credit risk, etc).

Level 3 –	Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Domestic Equity Securities – Domestic equity securities that are traded on a national securities exchange, except those listed on the NASDAQ Global Market^® (“NASDAQ”), are valued at the last reported sale price on the exchange on which the security is principally traded. Securities traded on NASDAQ will be valued at the NASDAQ Official Closing Price (“NOCP”). If, on a particular day, an exchange-traded or NASDAQ security does not trade, then the mean between the most recent quoted bid and asked prices will be used. All equity securities that are not traded on a listed exchange are valued at the last sale price in the over-the counter market. If a non-exchange traded security does not trade on a particular day, then the mean between the last quoted closing bid and asked price will be used. Such domestic equity securities are typically categorized as Level 1 securities. Investments in other domestic open-ended mutual funds are valued at their reported Net Asset Value (“NAV”) and are typically categorized as Level 1 securities. Investments in Exchange Traded Funds (“ETFs”) and Closed-End Funds are valued at their last reported sale price and are typically categorized as Level 1 securities.

Foreign Equity Securities – For foreign equity securities that are traded on foreign exchanges, the Funds have selected ICE Data Services (“ICE”) to provide pricing data. The use of ICE’s pricing services with respect to these foreign exchange traded securities is designed to capture events occurring after a foreign exchange closes that may affect the value of certain holdings of the Funds that are traded on those foreign exchanges. The Funds utilize a confidence interval when determining whether or not to utilize these prices provided by ICE. The confidence interval is a measure of the relationship that each foreign exchange traded security has to movements in various indices and the price of the foreign exchange traded security’s corresponding American Depositary Receipt, if one exists. ICE provides a confidence interval for each foreign exchange traded security for which it provides a price. If the confidence interval provided by ICE is equal to or greater than a predefined level utilized by the Funds, the Funds will value that foreign exchange traded security at that price. If

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115

Notes to Financial Statements

December 31, 2019 (Unaudited)

the confidence interval provided by ICE is less than the predefined level utilized by the Funds, the Funds will value that foreign exchange traded security at the preceding closing price on its respective foreign exchange, or, if there were no transactions on the preceding day, at the mean between the bid and the asked prices. Such foreign securities are typically categorized as Level 2 securities. Foreign securities for which the local market closing prices are utilized are typically categorized as Level 1 securities.

Debt Securities – Debt securities are valued by using the mean between the closing bid and asked prices provided by an independent pricing service. If the closing bid and asked prices are not readily available, the independent pricing service may provide a price determined by a matrix pricing method. These techniques generally consider such factors as yields or prices of bonds of comparable quality, type of issue, coupon, maturity, ratings and general market conditions. Fixed income debt instruments, such as commercial paper, banker’s acceptances and U.S. Treasury Bills, having a maturity of less than 60 days are valued at amortized cost when the amortized cost value is determined to approximate fair value established using market-based and issuer-specific factors. Such debt securities are typically categorized as Level 2.

Exchange Traded Options – Exchange traded options are valued at the composite price, using the National Best Bid and Offer quotes (NBBO). NBBO consists of the highest bid price and lowest ask price across any of the exchanges on which an option is quoted, thus providing a view across the entire U.S. options marketplace. Specifically, composite pricing calculates the mean of the highest bid price and lowest ask price across the exchanges where the option is traded. Such options are typically categorized as Level 2.

Futures Contracts – Futures contracts are generally valued at the settlement prices established each day on the exchange on which they are traded and are categorized as Level 1 securities.

Forward Foreign Currency Contracts – Forward foreign currency contracts are valued at the prevailing forward exchange rates of the underlying currencies and are categorized as Level 2 securities.

Securities for which quotations are not readily available, or for which quotations are deemed to be inaccurate or unreliable, are valued at their respective fair values as determined in good faith under guidelines and procedures adopted by the Board of Trustees. These are generally considered Level 3 securities when significant unobservable inputs are utilized in the determination of the fair value. When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the guidelines and procedures adopted by the Board of Trustees. Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at different values for the same security. The use of fair value pricing by a fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of December 31, 2019, the Small-Cap Growth Fund held Level 3 securities for which significant and unobservable inputs or assumptions were used in the determination of fair value. The total market value of such securities held as of December 31, 2019, was $2,280,124 or 0.2% of Small-Cap Growth Fund’s net assets.

The following is a summary of inputs used to value the Funds’ investments as of December 31, 2019:

	Level 1		Level 2		Level 3
Growth Equity Fund
Common Stocks	$	2,420,351,112	$	—	$	—
REIT^		98,076,423		—		—
Short-Term Investments		80,545,630		—		—
Total Investments	$	2,598,973,165	$	—	$	—

Flexible Equity Fund
Common Stocks	$	508,682,044	$	—	$	—
REIT^		13,526,296		—		—
Short-Term Investments		9,996,515		—		—
Total Investments	$	532,204,855	$	—	$	—

Equity Income Fund
Common Stocks	$	85,244,651	$	—	$	—
REIT^		6,776,086		—		—
Short-Term Investments		2,435,398		—		—
Total Investments	$	94,456,135	$	—	$	—

Sustainable Growth Fund
Common Stocks	$	1,805,493,055	$	—	$	—
REIT^		88,433,587		—		—
Short-Term Investments		36,749,054		—		—
Total Investments	$	1,930,675,696	$	—	$	—

Mid-Cap Growth Fund
Common Stocks	$	56,093,048	$	—	$	—
REIT^		1,370,510		—		—
Short-Term Investments		2,638,632		—		—
Total Investments	$	60,102,190	$	—	$	—

Small-Cap Growth Fund
Common Stocks	$	1,343,726,192	$	—	$	—
Private Placements		—		—		2,280,124
Short-Term Investments		120,794,573		—		—
Total Investments	$	1,464,520,765	$	—	$	2,280,124

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116

Notes to Financial Statements

December 31, 2019 (Unaudited)

	Level 1			Level 2			Level 3
Small-Cap Fundamental Value Fund
Common Stocks	$	863,612,866		$	6,494,027		$	—
REIT^		60,396,755			—			—
Investment Companies		28,086,930			—			—
Short-Term Investments		35,229,588			—			—
Total Investments	$	987,326,139		$	6,494,027		$	—

Global Leaders Fund
Common Stocks:
China	$	8,741,396		$	21,345,321		$	—
France		—			9,513,349			—
Germany		—			18,069,327			—
India		—			9,350,018			—
Indonesia		—			9,258,162			—
Netherlands		—			9,757,472			—
Sweden		—			12,719,602			—
Switzerland		—			15,318,681			—
Taiwan		13,678,832			—			—
United Kingdom		9,388,037			13,996,323			—
United States		194,233,155			—			—
Short-Term Investments		10,920,403			—			—
Total Investments	$	236,961,823		$	119,328,255		$	—

Intermediate Income Fund
Corporate Bonds & Notes	$	—		$	40,557,885		$	—
Mortgage Backed Securities		—			29,388,657			—
Asset Backed Securities		—			28,596,570			—
Municipal Bonds		—			2,856,962			—
U.S. Treasury Notes		—			18,177,755			—
Affiliated Mutual Funds		22,174,368			—			—
Short-Term Investments		2,703,546			—			—
Total Investments	$	24,877,914		$	119,577,829		$	—
Futures Contracts – Long*	$	(97,645	)	$	—		$	—

Total Return Fund
Corporate Bonds & Notes	$	—		$	102,284,636		$	—
Mortgage Backed Securities		—			96,915,565			—
Asset Backed Securities		—			83,137,929			—
U.S. Treasury Notes		—			28,998,730			—
Municipal Bonds		—			9,042,488			—
Preferred Stocks		760,497			—			—
Short-Term Investments		4,079,314			1,549,925			—
Total Investments	$	4,839,811		$	321,929,273		$	—
Futures Contracts – Long*	$	(1,524,223	)	$	—		$	—

Strategic Bond Fund
Asset Backed Securities	$	—		$	86,191,993		$	—
Mortgage Backed Securities		—			64,519,995			—
Corporate Bonds & Notes		—			56,523,985			—
Municipal Bonds		—			3,982,423			—
Preferred Stocks		1,019,997			—			—
Short-Term Investments		7,144,444			—			—
Total Investments	$	8,164,441		$	211,218,396		$	—

Sustainable Bond Fund
Corporate Bonds & Notes	$	—		$	53,982,665		$	—
Mortgage Backed Securities		—			44,515,555			—
Municipal Bonds		—			21,425,272			—
Asset Backed Securities		—			9,506,138			—
Foreign Government Bonds		—			3,447,144			—
U.S. Treasury Notes		—			5,741,521			—
Short-Term Investments		1,512,103			309,985			—
Total Investments	$	1,512,103		$	138,928,280		$	—
Futures Contracts – Long*	$	(289,575	)	$	—		$	—
Futures Contracts – Short*	$	57,287		$	—		$	—

Maryland Bond Fund
Municipal Bonds	$	—		$	181,439,094		$	—
Short-Term Investments		2,505,799			—			—
Total Investments	$	2,505,799		$	181,439,094		$	—

Tax-Exempt Bond Fund
Municipal Bonds	$	—		$	1,104,289,373		$	—
Short-Term Investments		46,644,394			—			—
Total Investments	$	46,644,394		$	1,104,289,373		$	—

Tax-Exempt Sustainable Bond Fund
Municipal Bonds	$	—		$	59,657,232		$	—
Short-Term Investments		3,397,905			—			—
Total Investments	$	3,397,905		$	59,657,232		$	—

Mortgage Securities Fund
Mortgage Backed Securities	$	—		$	223,299,589		$	—
Asset Backed Securities		—			11,995,721			—
Municipal Bonds		—			3,450,000			—
U.S. Treasury Notes		—			13,515,557			—
Preferred Stocks		1,481,580			—			—
Short-Term Investments		8,265,805			514,975			—
Total Investments	$	9,747,385		$	252,775,842		$	—
Futures Contracts – Long*	$	(374,544	)	$	—		$	—
Mortgage Backed
Securities – Short	$	—		$	(15,200,219	)	$	—

WMC Strategic European Equity Fund
Common Stocks:
Austria	$	1,418,471		$	—		$	—
Belgium		—			14,346,486			—
Denmark		5,738,295			5,702,281			—
Finland		—			4,911,695			—
France		—			57,756,198			—
Germany		10,027,381			53,446,614			—
Italy		—			2,174,967			—
Netherlands		—			43,435,154			—
Portugal		—			8,435,672			—
Spain		2,574,357			6,625,474			—
Sweden		—			57,071,255			—
Switzerland		1,797,772			67,928,848			—
United Kingdom		—			119,981,603			—
Preferred Stocks		—			4,739,973			—
Short-Term Investments		10,966,397			—			—
Total Investments	$	32,522,673		$	446,556,220		$	—

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117

Notes to Financial Statements

December 31, 2019 (Unaudited)

	Level 1		Level 2		Level 3
Emerging Markets Select Fund
Common Stocks:
China	$	31,089,111	$	84,264,252	$	—
Czech Republic		3,156,151		—		—
Hungary		—		1,784,481		—
India		5,755,309		39,481,390		—
Indonesia		—		7,734,358		—
Malaysia		—		5,552,713		—
Philippines		2,619,102		—		—
Russia		—		13,520,920		—
Singapore		—		9,292,057		—
South Africa		—		5,790,326		—
South Korea		—		53,128,116		—
Taiwan		—		44,776,745		—
Thailand		—		7,611,191		—
Turkey		—		5,846,940		—
United Arab Emirates		—		4,415,563		—
United Kingdom		—		7,153,069		—
United States		8,518,480		—		—
Preferred Stocks		—		8,334,036		—
REIT^		—		1,856,648		—
Exchange Traded Funds		1,645,812		—		—
Short-Term Investments		10,084,757		—		—
Total Investments	$	62,868,722	$	300,542,805	$	—

Beutel Goodman Large-Cap Value Fund
Common Stocks	$	391,486,642	$	—	$	—
Short-Term Investments		16,657,514		—		—
Total Investments	$	408,144,156	$	—	$	—

^	Real Estate Investment Trusts
*	Amounts presented for Futures Contracts represent total unrealized appreciation (depreciation) as of December 31, 2019.

The following is a reconciliation of Level 3 securities for which significant unobservable inputs were used to determine fair value.

Small-Cap Growth Fund	Private Placements
Balance as of June 30, 2019	$	2,403,334
Purchases		—
Distributions / Returns of Capital		(209,500	)
Realized Gains		209,500
Change in Unrealized Appreciation		(123,210	)
Balance as December 31, 2019	$	2,280,124

Private Placements – The inputs utilized in valuing the Private Placements consist of annual audited financial statements and quarterly capital statements which are provided by the issuer. These valuations are adjusted periodically for certain events (additional contributions of capital or purchases made by the Fund, distributions to the Fund made by the issuer, etc) that may occur prior to receipt of the next quarterly capital statement or Annual Report.

B. Securities Transactions and Investment Income – Investment securities transactions are accounted for on trade date. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income and capital gains on some foreign securities may be subject to foreign withholding or capital gains taxes. Identified cost of investments sold is used to determine the gain and loss for both financial statement and Federal income tax purposes. Distributions deemed to be a return of capital are recorded as a reduction of the cost of the related investments or as realized capital gains when there is no remaining cost basis on the investments.

C. Expenses and Share Class Allocations – Expenses directly attributable to a Fund are charged to that Fund. Expenses attributable to more than one Fund are allocated to the respective Funds on the basis of relative net assets or other appropriate methods. In Funds with multiple share classes, each share class has equal rights to earnings and assets except that each share class bears different shareholder servicing and/or Rule 12b-1 distribution expenses. Each share class has exclusive voting rights with respect to matters that affect just that share class. Income, expenses (other than expenses attributable to a specific share class), and realized and unrealized capital gains or losses on investments are allocated to each share class on the basis of relative net assets.

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D. Foreign Currency – Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. Dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. Dollar amounts on the respective dates of such transactions.

The Funds do not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Some of the Funds may invest in forward foreign currency contracts. These amounts are presented separately from realized and unrealized gains and losses from investments in the financial statements.

E. Options – The Funds may invest in options. When a Fund writes an option, an amount equal to the premium received by a Fund is recorded as a liability and is subsequently adjusted to the current value of the option written. Premiums received from writing options that expire unexercised are treated by a Fund on the expiration date as realized gain from investments. The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or if the premium is less than the amount paid for closing purchase transaction, as a realized loss. If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency determining whether a Fund has a realized gain or loss. If a put option is exercised, the premium reduces the cost basis of the securities purchase by a Fund. A Fund, as a writer of an option, bears the market risk of an unfavorable change in the price of the security underlying the written option.

When a Fund purchases an option, an amount equal to the premium paid by a Fund is recorded as an investment and is subsequently adjusted to the current value of the option purchased. If an option expires on the stipulated expiration date or if a Fund enters into a closing sale transaction, a gain or loss is realized. If a call option is exercised, the cost of the security acquired is increased by the premium paid for the call. If a put option is exercised, a gain or loss is realized from the sale of the underlying security, and the proceeds from such sale are decreased by the premium originally paid. Written and purchased options are non- income producing securities. None of the Funds purchased, sold or wrote any options during the six months ended December 31, 2019.

F. To-Be-Announced Securities – Some of the Funds may invest in to-be-announced securities (“TBAs”). TBAs is a term that is generally used to describe forward-settling mortgage-backed securities. These TBAs are generally issued by U.S. Government Agencies or U.S. Government Sponsored Entities such as Freddie Mac, Fannie Mae and Ginnie Mae. The actual mortgage-backed security that will be delivered to the buyer at the time TBAs trades are entered into is not known, however, the terms of the acceptable pools of loans that will comprise the mortgage-backed security are determined at the time the trade is entered into (coupon rate, maturity, credit quality, etc.). Investment in TBAs will generally increase a Fund’s exposure to interest rate risk and could also expose a Fund to counterparty default risk. In order to mitigate counterparty default risk, the Funds only enter into TBAs with counterparties for which the risk of default is determined to be remote. As a purchaser or seller of TBAs, the Funds segregate cash or cash equivalents as collateral as required in accordance with applicable industry regulations.

G. Distributions to Shareholders – For Maryland Bond Fund, Tax-Exempt Bond Fund and Tax-Exempt Sustainable Bond Fund, distributions of net investment income, if any, are declared daily and paid monthly. Distributions to shareholders of net investment income, if any, are declared and paid monthly for the Intermediate Income Fund, Total Return Fund, Strategic Bond Fund, Sustainable Bond Fund and Mortgage Securities Fund and quarterly for the Equity Income Fund. The remaining Funds declare and pay net investment income, if any, at least annually. Distributions to shareholders of net capital gains, if any, are declared and paid at least annually. Distributions are recorded on the ex-dividend date. If a Fund is involved in a reorganization in which it acquires, or is being acquired by another fund, an additional distribution of net investment income and/or capital gains may be made prior to such reorganization.

H. Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.

I. Federal Taxes – Each Fund has elected to be taxed as a “regulated investment company” and intends to distribute substantially all taxable income to its shareholders and otherwise comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. Therefore, no provision for federal income taxes or excise taxes has been made.

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The Funds recognize tax benefits of uncertain tax positions only where the position is “more likely than not” to be sustained assuming examination by tax authorities.

The Funds have analyzed their tax positions and have concluded that no liability for unrecognized tax benefits should be recorded related to uncertain income tax positions taken on returns filed for open tax years (2016-2018) as of June 30, 2019 or are expected to be taken in the Funds’ 2019 tax returns. The Funds identify their major tax jurisdictions as U.S. Federal and Delaware State; however, the Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next year.

J. Redemption Fees – A shareholder who redeems or exchanges shares of the Funds within fourteen days of purchase may incur a redemption fee of 1.00% of the current net asset value of shares redeemed or exchanged, subject to certain exceptions. The fee is charged for the benefit of the remaining shareholders and will be paid to the Fund to help offset transaction costs. The fee is accounted for as an addition to paid-in capital. Each Fund reserves the right to modify the terms of or terminate the fee at any time.

K. Guarantees and Indemnifications – In the normal course of business, the Funds enter into contracts with service providers that contain general indemnification clauses. The Funds’ maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Funds that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote.

L. New Accounting Pronouncements – In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities (“ASU 2017-08”). The amendments in the ASU shorten the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date. The ASU is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018 and has been adopted by the Funds as of July 1, 2019. In accordance with ASU 2017-08, the Funds have made a retrospective cumulative adjustment, as applicable, which decreased the beginning cost of investments and increased the beginning unrealized appreciation (depreciation) on investments by the amounts shown in the following table. These adjustments to cost and unrealized appreciation (depreciation) were offset by corresponding adjustments which decreased the undistributed net investment income component of total distributable earnings (loss). These adjustments did not impact the tax cost of investments or the net assets of the Funds.

	Adjustment to Unrealized		Adjustment to Total
Fund	Appreciation (Depreciation)		Distributable Earnings (Loss)			Impact on Net Assets
Intermediate Income	$	182,179	$	(182,179	)	$	—
Total Return		118,204		(118,204	)		—
Strategic Bond		43,252		(43,252	)		—
Sustainable Bond		—		—			—
Maryland Bond		1,120,859		(1,120,859	)		—
Tax-Exempt Bond		2,692,405		(2,692,405	)		—
Mortgage Securities		—		—			—

Note 3. Commitments and Other Affiliated Party Transactions

Investment Adviser – Brown Advisory LLC serves as Investment Adviser (the “Adviser”) to the Funds. Pursuant to investment advisory agreements, the Adviser receives a management fee, accrued daily and payable monthly, from each Fund at an annual rate of the Fund’s average daily net assets as follows:

Fund	Breakpoint	Annual Fee	Fund	Breakpoint	Annual Fee
Growth Equity and	First $1.5 billion	0.60%	Flexible Equity	First $150 million	0.50%
Sustainable Growth	$1.5 billion to $3 billion	0.55%		$150 million to $250 million	0.45%
	$3 billion to $6 billion	0.50%		$250 million to $1 billion	0.40%
	Over $6 billion	0.45%		Over $1 billion	0.38%

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Fund	Annual Fee	Fund	Annual Fee
Equity Income	0.60%	Sustainable Bond	0.30%
Mid-Cap Growth	0.65%	Maryland Bond	0.30%
Small-Cap Growth	0.85%	Tax-Exempt Bond	0.30%
Small-Cap Fundamental Value	0.85%	Tax-Exempt Sustainable Bond	0.30%
Global Leaders¹	0.65%	Mortgage Securities Fund	0.30%
Intermediate Income	0.30%	WMC Strategic European Equity²	0.90%
Total Return	0.30%	Emerging Markets Select^2,3	0.90%
Strategic Bond	0.40%	Beutel Goodman Large-Cap Value⁴	0.45%

¹	Brown Advisory Limited (“BAL”) serves as sub-adviser to the Global Leaders Fund and makes investment decisions on its behalf. BAL is compensated for its services by the Adviser.
²	Wellington Management Company LLP (“Wellington”) serves as sub-adviser to the WMC Strategic European Equity Fund and the Emerging Markets Select Fund and makes investment decisions on their behalf. Wellington is compensated for its services by the Adviser.
³	Pzena Investment Management, LLC (“Pzena”) serves as sub-adviser to the Emerging Markets Select Fund and makes investment decisions on its behalf. Pzena is compensated for its services by the Adviser.
⁴	Beutel, Goodman & Company Ltd. (“Beutel Goodman”) serves as sub-adviser to the Beutel Goodman Large-Cap Value Fund and makes investment decisions on its behalf. Beutel Goodman is compensated for its services by the Adviser.

These fees are reported on the Funds’ Statements of Operations as “Investment advisory fees”.

Business Management Fees – The Adviser is also entitled to receive an annual business management fee of 0.05%, accrued daily and payable monthly, of the Funds’ average daily net assets in exchange for its management and oversight of the non-investment advisory services provided to the Funds and the Trust. These fees are reported on the Funds’ Statements of Operations as “Business management fees”.

Fee Waivers and Expense Reimbursements (Operating Expense Caps) – The Adviser has contractually agreed to waive a portion of its fees and reimburse certain expenses to limit total annual operating expenses as follows:

Fund(s):	Institutional Shares	Investor Shares	Advisor Shares
Growth Equity, Flexible Equity, Equity Income and Sustainable Growth	1.00%	1.15%	1.35%
Mid-Cap Growth and Beutel Goodman Large-Cap Value	0.70%	0.85%	1.10%
Small-Cap Growth and Small-Cap Fundamental Value	1.25%	1.40%	1.60%
Global Leaders	0.75%	0.90%	1.15%
Intermediate Income, Total Return,
Sustainable Bond, Maryland Bond, Tax-Exempt Bond and Mortgage Securities	0.55%	0.60%	0.80%
Strategic Bond	0.65%	0.70%	0.95%
Tax-Exempt Sustainable Bond	0.52%	0.57%	0.82%
WMC Strategic European Equity and Emerging Markets Select	1.60%	1.75%	2.00%

During the six months ended December 31, 2019, the Adviser waived $59,097 in expenses for Mid-Cap Growth Fund, $117,145 in expenses for Global Leaders Fund and $2,763 in expenses for Tax-Exempt Sustainable Bond Fund. The Adviser may recoup any waived amounts from the Funds if such reimbursement does not cause the Funds to exceed its existing expense limitations or the limitation in place at the time the reduction was originally made and the amount recouped is made within three years after the date on which the Adviser waived the expense. The Funds must pay their current ordinary operating expenses before the Adviser is entitled to any recoupment of previously waived fees and/or expenses. The cumulative amounts of previously waived fees that the Adviser may recoup from the Funds are shown below:

	June 30,
	2020	2021	2022	Total
Mid-Cap Growth Fund	N/A	$ 59,874	$103,738	$163,612
Global Leaders Fund	$99,017	138,801	231,484	469,302

Distribution – ALPS Distributors, Inc. (the “Distributor”) serves as principal underwriter for shares of the Funds and acts as each Fund’s Distributor in a continuous public offering of each Fund’s shares.

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Rule 12b-1 Distribution Fees – Under a Distribution Plan adopted pursuant to Rule 12b-1 under the Act (“Distribution Plan”), each Fund pays ALPS Distributors, Inc. (the “Distributor”), or any other entity as authorized by the Board, as compensation for the distribution-related and/or shareholder services provided by such entities an aggregate fee equal to 0.25% of the average daily net assets of Advisor Shares for each Fund. The Distributor may pay any or all amounts received under the Rule 12b-1 Plan to financial intermediaries or other persons, including the Adviser, for any distribution or service activity. These fees are reported in the Funds’ Statements of Operations as “Distribution fees – Advisor Shares”.

Shareholder Servicing Fees – The Trust has also adopted a Shareholder Service Plan under which each Fund may pay a fee of up to 0.15% of the average daily net assets of each Fund’s Investor and Advisor Shares (except for the Intermediate Income Fund, Total Return Fund, Strategic Bond Fund, Sustainable Bond Fund, Maryland Bond Fund, Tax-Exempt Bond Fund, Tax-Exempt Sustainable Bond Fund and Mortgage Securities Fund, which may pay a fee of up to 0.05%) for shareholder services provided to the Funds by financial institutions, including the Adviser. The Adviser serves as the shareholder servicing agent of the Funds. These fees are reported in the Funds’ Statements of Operations as “Service fees – Investor Shares” and “Service fees – Advisor Shares”.

Investments in Affiliates – Intermediate Income Fund

The Intermediate Income Fund and Mortgage Securities Fund are considered affiliates since Brown Advisory LLC is the Adviser to both of the Funds. In seeking to achieve its investment objective, the Intermediate Income Fund invests a portion of its assets into the Mortgage Securities Fund. As of December 31, 2019, the Intermediate Income Fund owned shares of the Mortgage Securities Fund with a total market value of $22,174,368, or 15.2% of the Intermediate Income Fund’s net assets.

The Intermediate Income Fund has entered into a Fee Waiver Agreement (“the Agreement”) with the Adviser. Per the Agreement, the Intermediate Income Fund will waive Advisory Fees in an amount equal to the Advisory Fees earned by the Mortgage Securities Fund on the assets invested into it by the Intermediate Income Fund. For example, if the Intermediate Income Fund owned $10,000,000 worth of the Mortgage Securities Fund for an entire year, it would waive, on an annual basis, $30,000 in Advisory Fees ($10,000,000 multiplied by 0.30%, the annual Advisory Fee ratio for the Mortgage Securities Fund). During the six months ended December 31, 2019, the Intermediate Income Fund waived $40,346 in Advisory Fees per the terms of the Agreement. This is a permanent waiver of fees and these waived fees may not be recouped by the Adviser at any time in the future.

See the table below for details of the Intermediate Income Fund’s investment in the Mortgage Securities Fund Institutional Shares during the six months ended December 31, 2019:

			Net	Change In
Beginning			Realized	Unrealized	Ending			Shares
Market Value	Purchases	Proceeds	Gains	Appreciation	Market Value	Dividend	Capital Gain	Owned at
7/01/2019	at Cost	from Sales	(Losses)	(Depreciation)	12/31/2019	Income	Distributions	12/31/2019
$27,337,169	$ —	$(5,400,000)	$(6,074)	$243,273	$22,174,368	$256,775	$ —	2,195,482

Other Service Providers – U.S. Bancorp Fund Services, LLC (“Fund Services”), doing business as U.S. Bank Global Fund Services, an indirect wholly-owned subsidiary of U.S. Bancorp, serves as the Funds’ Administrator (“Administrator”), and in that capacity, performs various administrative services for the Funds. Fund Services also serves as the Funds’ fund accountant and transfer agent. Certain officers of the Trust are employees of Fund Services and the Funds’ custodian, U.S. Bank, N.A., is an affiliate of the Administrator. Fees paid to Fund Services and U.S. Bank, N.A. for its service can be found in the Statements of Operations as “Administration, accounting and transfer agent fees” and “Custodian fees”, respectively. Additional amounts for miscellaneous expenses may be paid by the Funds to Fund Services and included in “Miscellaneous expenses” in the Statements of Operations.

Rule 17a-7 Transactions – Each Fund is permitted to purchase and sell securities to certain affiliated parties under specified conditions outlined in procedures adopted by the Board of Trustees pursuant to Rule 17a-7 under the 1940 Act. Pursuant to these procedures, during the six months ended December 31, 2019, WMC Strategic European Equity Fund engaged in securities sales of $1,446,402. During the six months ended December 31, 2019, Emerging Markets Select Fund engaged in securities purchases of $174,766 and sales of $173,649. These transactions are included in the purchases and sales table in Note 4.

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Note 4. Purchases and Sales of Securities

The cost of purchases and the proceeds from sales of investments (including maturities), other than short-term investments, during the six months ended December 31, 2019 were as follows:

Fund	Purchases		Sales		Fund	Purchases		Sales
Growth Equity	$	137,030,340	$	175,866,426	Strategic Bond	$	123,143,472	$	109,766,385
Flexible Equity		17,134,581		35,949,693	Sustainable Bond		54,599,109		39,686,018
Equity Income		4,002,716		6,391,214	Maryland Bond		19,903,412		17,908,429
Sustainable Growth		567,264,893		129,649,275	Tax-Exempt Bond		507,891,444		346,913,352
Mid-Cap Growth		16,503,010		5,138,042	Tax-Exempt Sustainable Bond		62,236,491		4,000,000
Small-Cap Growth		221,930,723		172,347,727	Mortgage Securities		152,333,410		172,767,984
Small-Cap Fundamental Value		190,730,118		291,321,704	WMC Strategic European Equity		113,266,103		154,873,101
Global Leaders		98,063,500		9,802,369	Emerging Markets Select		71,221,038		55,632,769
Intermediate Income		49,421,543		45,366,847	Beutel Goodman Large-Cap Value		97,951,669		29,967,701
Total Return		166,150,680		100,592,582

Purchases and sales of U.S. Government securities are included in the totals above and include U.S. Treasury Bonds and Notes. The Funds listed below purchased and sold U.S. Government securities during the six months ended December 31, 2019 as follows:

Fund	Purchases		Sales		Fund	Purchases		Sales
Intermediate Income	$	—	$	3,991,625	Sustainable Bond	$	7,036,837	$	2,822,032
Total Return		18,993,477		18,538,652	Mortgage Securities		33,003,712		22,512,267

Note 5. Federal Income Tax and Distribution Information

Distributions during the fiscal periods ended as noted were characterized for tax purposes as follows (tax character during the six months ended December 31, 2019 is estimated):

	Tax-Exempt Income				Ordinary Income				Long-Term Capital Gain^
	December 31,		June 30,		December 31,		June 30,		December 31,		June 30,
Fund	2019		2019		2019		2019		2019		2019
Growth Equity	$	—	$	—	$	5,475,290	$	—	$	115,375,244	$	202,855,773
Flexible Equity		—		—		2,585,878		2,104,882		21,095,916		14,658,366
Equity Income		—		—		634,050		1,928,181		6,766,399		9,837,503
Sustainable Growth		—		—		—		1,432,651		14,026,862		24,715,805
Mid-Cap Growth		—		—		105,406		280,109		45,005		—
Small-Cap Growth		—		—		3,942,913		11,630,630		24,659,111		28,238,707
Small-Cap Fundamental Value		—		—		4,501,408		20,916,108		43,206,209		112,248,607
Global Leaders		—		—		1,172,407		347,102		—		—
Intermediate Income		—		—		1,774,795		3,320,169		—		—
Total Return		—		—		8,181,070		5,950,670		3,141,637		—
Strategic Bond		—		—		3,879,332		6,389,003		—		—
Sustainable Bond		—		—		2,791,204		2,806,828		695,464		—
Maryland Bond		2,486,200		4,779,731		49,575		65,895		—		—
Tax-Exempt Bond		15,091,343		21,013,692		531,789		781,501		—		—
Tax-Exempt Sustainable Bond		36,024		N/A		18,142		N/A		—		N/A
Mortgage Securities		—		—		2,619,830		7,960,762		—		—
WMC Strategic European Equity		—		—		5,538,203		13,352,788		20,218,079		63,683,372
Emerging Markets Select		—		—		4,173,029		9,238,919		—		—
Beutel Goodman Large-Cap Value		—		—		6,225,070		4,272,001		1,432,658		—

Designated as a long-term capital gain dividend, pursuant to Internal Revenue Code Section 852(b)(3). The Funds, as applicable, have also designated earnings and profits distributed to shareholders on the redemption of shares as capital gains in order to reduce earnings and profits of the Fund related to net capital gains.

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At June 30, 2019, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

	Growth			Flexible			Equity			Sustainable			Mid-Cap			Small-Cap
	Equity			Equity			Income			Growth			Growth			Growth
	Fund			Fund			Fund			Fund			Fund			Fund
Cost of investments	$	1,293,328,783		$	278,577,796		$	52,772,839		$	996,079,467		$	37,994,739		$	1,045,528,343
Unrealized appreciation		1,079,698,735			214,224,179			37,733,172			381,426,166			8,363,081			366,419,978
Unrealized depreciation		(15,053,410	)		(9,369,790	)		(614,672	)		(8,797,585	)		(1,327,787	)		(42,848,929	)
Net unrealized app (dep)		1,064,645,325			204,854,389			37,118,500			372,628,581			7,035,294			323,571,049
Undistributed income		—			2,368,648			9,678			—			105,389			964,545
Undistributed capital gains		82,104,473			13,422,716			5,545,260			14,026,240			44,964			24,659,014
Total undistributed earnings		82,104,473			15,791,364			5,554,938			14,026,240			150,353			25,623,559
Other accumulated gains (losses)		(2,356,831	)		13			—			—			—			—
Total distributable earnings (losses)	$	1,144,392,967		$	220,645,766		$	42,673,438		$	386,654,821		$	7,185,647		$	349,194,608

	Small-Cap			Global			Intermediate			Total			Strategic			Sustainable
	Fundamental			Leaders			Income			Return			Bond			Bond
	Value Fund			Fund			Fund			Fund			Fund			Fund
Cost of investments	$	863,217,659		$	197,977,745		$	136,316,591		$	243,928,042		$	203,742,201		$	119,005,754
Unrealized appreciation		240,954,158			38,580,203			2,645,118			5,304,074			2,521,600			4,188,751
Unrealized depreciation		(72,570,493	)		(3,321,437	)		(611,156	)		(736,397	)		(664,937	)		(141,984	)
Net unrealized app (dep)		168,383,665			35,258,766			2,033,962			4,567,677			1,856,663			4,046,767
Undistributed income		—			936,191			94,560			2,226,186			518,382			519,147
Undistributed capital gains		27,229,520			—			—			1,414,199			—			129,875
Total undistributed earnings		27,229,520			936,191			94,560			3,640,385			518,382			649,022
Other accumulated gains (losses)		—			(3,013,215	)		(1,191,045	)		(403,222	)		(5,046,520	)		(234,904	)
Total distributable earnings (losses)	$	195,613,185		$	33,181,742		$	937,477		$	7,804,840		$	(2,671,475	)	$	4,460,885

																Beutel
	Maryland			Tax-Exempt			Mortgage			WMC Strategic			Emerging			Goodman
	Bond			Bond			Securities			European			Markets			Large-Cap
	Fund			Fund			Fund			Equity Fund			Select Fund			Value Fund
Cost of investments	$	176,165,188		$	929,827,424		$	275,075,130		$	429,107,744		$	320,989,938		$	286,658,154
Unrealized appreciation		5,261,238			27,655,436			8,412,963			92,701,543			20,903,949			28,711,321
Unrealized depreciation		(294,294	)		(1,802,801	)		(2,115,157	)		(30,001,979	)		(14,218,221	)		(20,221,341	)
Net unrealized app (dep)		4,966,944			25,852,635			6,297,806			62,699,564			6,685,728			8,489,980
Undistributed income	285,238		^	1,793,846		^		459,035			4,318,580			1,319,782			5,267,009
Undistributed capital gains		—			—			—			10,992,308			—			1,432,531
Total undistributed earnings	285,238		^	1,793,846		^		459,035			15,310,888			1,319,782			6,699,540
Other accumulated gains (losses)		(1,445,127	)		(6,925,833	)		(12,362,952	)		(9,205	)		(14,743,546	)		—
Total distributable earnings (losses)	$	3,807,055		$	20,720,648		$	(5,606,111	)	$	78,001,247		$	(6,738,036	)	$	15,189,520

^ Represents income that is exempt from federal income taxes.

Note 6. Futures Contracts

The Intermediate Income Fund, Total Return Fund, Sustainable Bond Fund, and Mortgage Securities Fund invested in futures contracts during the six months ended December 31, 2019. At the time a Fund purchases or enters into a futures contract, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the terms of the contract. This collateral may consist of cash and / or securities (generally U.S. Treasury Bills). Thereafter, in connection with changes in the market value of the futures contracts, the Funds may send or receive collateral to or from the broker. Such amounts are included on the Statements of Assets and Liabilities as “Cash deposit at broker – futures contracts” or “Cash collateral from broker – futures contracts”. Securities pledged as collateral are included on the Statements of Assets and Liabilities as part of “Total investments, at market value”. These securities are tickmarked on the Schedules of Investments as being pledged in connection with open futures contracts.

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Notes to Financial Statements

December 31, 2019 (Unaudited)

Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the fluctuation in the value of the contract. These daily fluctuations are known as variation margin and are recorded by the Fund as unrealized gains or losses on futures contracts. When these futures contracts are closed, realized gains or losses on futures contracts are recorded by the Fund. The realized gains or losses are reported in the Statement of Operations as net realized gains or losses from futures contracts. Depending upon the agreement with the broker, the Funds may or may not settle variation margin daily. The Funds attempt to mitigate counterparty credit risk by only entering into futures contracts with brokers that the Funds believe have the financial resources to honor their obligations and by monitoring the financial stability of these brokers. The “Notional Amount” of futures contracts shown on the Schedule of Investments represents the notional market value of the futures contracts on the day they were opened. The “Notional Value” of futures contracts shown on the Schedule of Investments represents the notional market value of the futures contracts as of the date of this report. For long futures contracts, an excess of Notional Value over Notional Amount results in unrealized appreciation on the futures contract (and an excess of Notional Amount over Notional Value results in unrealized depreciation on the futures contract). The opposite is true for short futures contracts. These unrealized appreciation (depreciation) amounts represent the net impact on a Fund’s net assets as a result of open futures contracts as of the date of this report. The use of long futures contracts by the Funds subjects them to a risk of loss in excess of the gross unrealized appreciation and/or gross unrealized depreciation amounts shown on the Statements of Assets and Liabilities and up to the total Notional Amount of the futures contract as shown on the Schedule of Investments. The use of short futures contracts by the Funds subjects them to a risk of loss in excess of the gross unrealized appreciation and/or gross unrealized depreciation amounts shown on the Statements of Assets and Liabilities and, hypothetically, up to an unlimited amount of loss that could exceed the Notional Amount of the futures contracts as shown on the Schedules of Investments.

During the six months ended December 31, 2019, investments in futures contracts were as follows:

		Average Notional Value Outstanding
Fund	Risk Type	Long Futures Contracts		Short Futures Contracts
Intermediate Income	Interest Rate	$	37,858,901	$	—
Total Return	Interest Rate		120,099,257		—
Sustainable Bond	Interest Rate		41,292,042		(6,899,325	)
Mortgage Securities	Interest Rate		70,834,512		(6,823,663	)

Investment in long futures contracts increases a Fund’s exposure to interest rate risk, while investment in short futures contracts serves to reduce a Fund’s exposure to interest rate risk. Assets and/or liabilities related to futures contracts were not subject to an arrangement wherein those assets and/or liabilities were, or could have been, settled on a net basis with any other derivative related obligations.

Note 7. Line of Credit

As of December 31, 2019, Brown Advisory Funds has an unsecured line of credit of up to $100,000,000 with U.S. Bank, N.A. The interest rate on the line of credit as of December 31, 2019 was 4.75% (prime rate). None of the Funds utilized the line of credit during the six months ended December 31, 2019. As of the date of this report, none of the Funds had any outstanding borrowings under the line of credit.

Note 8. Subsequent Events

In preparing these financial statements, the Funds have evaluated events and transactions for potential recognition through the date the financial statements were issued. No material events or transactions occurred subsequent to December 31, 2019 that would require recognition or disclosure in these financial statements.

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Expense Example For the Six Months Ended December 31, 2019 (Unaudited)

As a shareholder of a Fund you incur two types of costs: (1) transaction costs, including redemption fees and exchange fees; and (2) ongoing costs, including investment advisory fees; distribution and/or service fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the six month period and held for the entire period (July 1, 2019 – December 31, 2019).

Actual Expenses

The Actual Expenses columns in the following table provides information about actual account values based on actual returns and actual expenses. As a shareholder you will be assessed fees for outgoing wire transfers, returned checks and stop payment orders at prevailing rates charged by U.S. Bancorp Fund Services, LLC, the Funds’ transfer agent. If you request that a redemption be made by wire transfer, currently, the Funds’ transfer agent charges a $15.00 fee. You will be charged a redemption fee equal to 1.00% of the net amount of the redemption if you redeem your shares less than 14 days after you purchase, with certain limited exceptions. Individual Retirement Accounts (“IRA”) that are held directly at the Funds will be charged a $15.00 annual maintenance fee. IRAs held by broker-dealers or through other means, may or may not incur an annual maintenance fee. Yet, if IRAs maintenance fees are charged to accounts held elsewhere, the fees charged may be more or may be less than $15.00. To the extent the Funds invest in shares of other investment companies as part of their investment strategy, you will indirectly bear your proportionate share of any fees and expenses charged by the underlying funds in which the Funds invest in addition to the expenses of the Funds. Actual expenses of the underlying funds may vary. These expenses are not included in the example below. The example below includes, but is not limited to, investment advisory, shareholder servicing, fund accounting, custody and transfer agent fees. However, the example below does not include portfolio trading commissions and related expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6). Then, multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The Hypothetical Expenses columns in the following table provides information about hypothetical account values based on a hypothetical return and hypothetical expenses based on the Funds’ actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Funds’ actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as sales charges (loads), redemption fees or exchange fees. Therefore, the hypothetical information in 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.

		Actual Expenses		Hypothetical Expenses
	Beginning	Ending	Expenses	Ending	Expenses	Annualized
	Account Value	Account Value	Paid During	Account Value	Paid During	Net Expense
	July 1, 2019	December 31, 2019	the Period*	December 31, 2019	the Period*	Ratio*
Growth Equity Fund
Institutional Shares	$1,000.00	$1,112.50	$3.66	$1,021.67	$3.51	0.69%
Investor Shares	$1,000.00	$1,111.80	$4.46	$1,020.91	$4.27	0.84%
Advisor Shares	$1,000.00	$1,110.80	$5.78	$1,019.66	$5.53	1.09%

Flexible Equity Fund
Institutional Shares	$1,000.00	$1,139.40	$3.01	$1,022.32	$2.85	0.56%
Investor Shares	$1,000.00	$1,138.60	$3.82	$1,021.57	$3.61	0.71%
Advisor Shares	$1,000.00	$1,137.10	$5.16	$1,020.31	$4.88	0.96%

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Expense Example For the Six Months Ended December 31, 2019 (Unaudited)

		Actual Expenses		Hypothetical Expenses
	Beginning	Ending	Expenses	Ending	Expenses	Annualized
	Account Value	Account Value	Paid During	Account Value	Paid During	Net Expense
	July 1, 2019	December 31, 2019	the Period*	December 31, 2019	the Period*	Ratio*
Equity Income Fund
Institutional Shares	$1,000.00	$1,093.30	$4.21	$1,021.11	$4.06	0.80%
Investor Shares	$1,000.00	$1,092.50	$5.00	$1,020.36	$4.82	0.95%
Advisor Shares	$1,000.00	$1,091.30	$6.31	$1,019.10	$6.09	1.20%

Sustainable Growth Fund
Institutional Shares	$1,000.00	$1,076.20	$3.76	$1,021.52	$3.66	0.72%
Investor Shares	$1,000.00	$1,075.60	$4.54	$1,020.76	$4.42	0.87%
Advisor Shares	$1,000.00	$1,074.30	$5.84	$1,019.51	$5.69	1.12%

Mid-Cap Growth Fund
Institutional Shares	$1,000.00	$1,052.20	$3.61	$1,021.62	$3.56	0.70%
Investor Shares	$1,000.00	$1,051.50	$4.38	$1,020.86	$4.32	0.85%

Small-Cap Growth Fund
Institutional Shares	$1,000.00	$1,019.50	$4.97	$1,020.21	$4.98	0.98%
Investor Shares	$1,000.00	$1,018.80	$5.73	$1,019.46	$5.74	1.13%
Advisor Shares	$1,000.00	$1,017.30	$7.00	$1,018.20	$7.00	1.38%

Small-Cap Fundamental Value Fund
Institutional Shares	$1,000.00	$1,083.80	$5.08	$1,020.26	$4.93	0.97%
Investor Shares	$1,000.00	$1,083.10	$5.86	$1,019.51	$5.69	1.12%
Advisor Shares	$1,000.00	$1,081.80	$7.17	$1,018.25	$6.95	1.37%

Global Leaders Fund
Institutional Shares	$1,000.00	$1,115.40	$3.99	$1,021.37	$3.81	0.75%
Investor Shares	$1,000.00	$1,114.30	$4.78	$1,020.61	$4.57	0.90%

Intermediate Income Fund
Investor Shares	$1,000.00	$1,018.00	$2.43	$1,022.72	$2.44	0.48%
Advisor Shares	$1,000.00	$1,016.20	$3.70	$1,021.47	$3.71	0.73%

Total Return Fund
Institutional Shares	$1,000.00	$1,026.70	$2.34	$1,022.82	$2.34	0.46%
Investor Shares	$1,000.00	$1,026.40	$2.60	$1,022.57	$2.59	0.51%

Strategic Bond Fund
Institutional Shares	$1,000.00	$1,026.90	$2.96	$1,022.22	$2.95	0.58%
Investor Shares	$1,000.00	$1,025.50	$3.21	$1,021.97	$3.20	0.63%

Sustainable Bond Fund
Institutional Shares	$1,000.00	$1,022.50	$2.54	$1,022.62	$2.54	0.50%
Investor Shares	$1,000.00	$1,022.30	$2.80	$1,022.37	$2.80	0.55%

Maryland Bond Fund
Investor Shares	$1,000.00	$1,021.30	$2.49	$1,022.67	$2.49	0.49%

Tax-Exempt Bond Fund
Institutional Shares	$1,000.00	$1,024.40	$2.14	$1,023.03	$2.14	0.42%
Investor Shares	$1,000.00	$1,024.10	$2.39	$1,022.77	$2.39	0.47%

Tax-Exempt Sustainable Bond Fund
Investor Shares¹	$1,000.00	$1,001.90	$0.45	$1,022.27	$2.90	0.57%

Mortgage Securities Fund
Institutional Shares	$1,000.00	$1,017.80	$2.38	$1,022.77	$2.39	0.47%
Investor Shares	$1,000.00	$1,018.60	$2.64	$1,022.52	$2.64	0.52%

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Expense Example For the Six Months Ended December 31, 2019 (Unaudited)

		Actual Expenses		Hypothetical Expenses
	Beginning	Ending	Expenses	Ending	Expenses	Annualized
	Account Value	Account Value	Paid During	Account Value	Paid During	Net Expense
	July 1, 2019	December 31, 2019	the Period*	December 31, 2019	the Period*	Ratio*
WMC Strategic European Equity Fund
Institutional Shares	$1,000.00	$1,066.20	$5.61	$1,019.71	$5.48	1.08%
Investor Shares	$1,000.00	$1,065.20	$6.39	$1,018.95	$6.24	1.23%
Advisor Shares	$1,000.00	$1,064.00	$7.68	$1,017.70	$7.51	1.48%

Emerging Markets Select Fund
Institutional Shares	$1,000.00	$1,076.60	$5.85	$1,019.51	$5.69	1.12%
Investor Shares	$1,000.00	$1,074.90	$6.62	$1,018.75	$6.44	1.27%
Advisor Shares	$1,000.00	$1,073.30	$7.92	$1,017.50	$7.71	1.52%

Beutel Goodman Large-Cap Value Fund
Institutional Shares	$1,000.00	$1,120.30	$3.09	$1,022.22	$2.95	0.58%

The calculations are based on expenses incurred during the most recent six-month period ended as of the date of this report. The dollar amounts shown as expenses paid during the period are equal to the annualized six-month net expense ratio multiplied by the average account value during the period, multiplied by the number of days (184) in the most recent six-month period divided by the number of days in the Funds’ fiscal year (366).

Actual expenses information is presented for the period from share class inception end of day December 2, 2019 to December 31, 2019 (29 days).

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Board of Trustees Approval of: (i) the Continuation of the Investment Advisory Agreement for Each of the Funds; (ii) the Continuation of the Sub-Investment Advisory Agreements for the Applicable Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a New Fund (Unaudited)

In accordance with the Investment Company Act of 1940 Act, the Board of Trustees of the Trust is required, on an annual basis, to consider: (i) the continuation of the Investment Advisory Agreement between the Trust, on behalf of each of the Funds, and Brown Advisory LLC (“Brown Advisory” or the “Adviser”), as well as (ii) any applicable Sub-Advisory Agreements that are being considered for continuation, and this must take place at an in-person meeting of the Board. The relevant provisions of the Investment Company Act of 1940 specifically provide that it is the duty of the Board to request and evaluate such information as the Board determines is necessary to allow them to properly consider the continuation of the Investment Advisory Agreement and each of the subject Sub-Advisory Agreements, and it is the duty of the Adviser, and each of the Sub-Advisers, as applicable, to furnish the Trustees with such information that is responsive to their request. In addition, the Board must also consider the approval of the Investment Advisory Agreement with respect to any new Funds that are added to the Trust.

Set forth below is information regarding the Board’s most recent consideration of the approval of the continuation of the Investment Advisory Agreement and each of the subject Sub-Advisory Agreements, as well as information regarding the Board’s approval of the addition of a new Fund to the Investment Advisory Agreement. The first section provides information regarding the Board’s review of matters with respect to the continuation of the Investment Advisory Agreement with Brown Advisory. In addition, set forth immediately following that section are separate discussions of the Board’s consideration of matters with respect to: (1) the approval of the continuation of the Sub-Investment Advisory Agreement with respect to the Brown Advisory – WMC Strategic European Equity Fund; (2) the approval of the continuation of the Sub-Investment Advisory Agreement with respect to the Brown Advisory Global Leaders Fund; (3) the approval of the continuation of the Sub-Investment Advisory Agreement with respect to the Brown Advisory – Beutel Goodman Large-Cap Value Fund; and (4) the approval of the adoption of the Investment Advisory Agreement with respect to the Brown Advisory Tax-Exempt Sustainable Bond Fund.

1. Board of Trustees Approval of the Continuation of the Investment Advisory Agreement for the Funds

In determining whether to approve the continuation of the Investment Advisory Agreement with respect to the applicable Funds, the Trustees requested, and Brown Advisory provided, information and data relevant to the Board’s consideration. This included materials prepared by Brown Advisory and by the Funds’ administrator that provided the Board with information regarding the investment performance of the Funds, and information regarding the fees and expenses of the Funds, as compared to other similar mutual funds. As part of its deliberations, the Board also considered and relied upon information about the Funds and Brown Advisory that they had received during the past year in connection with their regular Board meetings at which they engage in the ongoing oversight of the Funds and their operations.

The Board most recently considered the continuation of the Investment Advisory Agreement at an in-person meeting held on September 12, 2019. At this meeting, the Board engaged in a thorough review process in connection with determining whether to continue the Investment Advisory Agreement. In addition, the Board also considered the continuation of the currently effective Expense Limitation Agreement with respect to each Fund which would limit the total operating expenses for each class of shares of each of the Funds through October 31, 2020.

Following their review and consideration, the Trustees determined that the continuation of the Investment Advisory Agreement with respect to each of the subject Funds was advisable and would enable shareholders of the Funds to continue to obtain high quality services at a cost that is appropriate, reasonable, and in the best interests of the Funds and their shareholders. Accordingly, the Board, including those Trustees who are not considered to be “interested persons” of the Trust, as that term is defined in the 1940 Act (the “Independent Trustees”), unanimously approved the continuation of the Investment Advisory Agreement. In reaching their decision, the Trustees requested and obtained from the Adviser such information as they deemed reasonably necessary to evaluate the Investment Advisory Agreement. The Trustees also carefully considered the profitability data and comparative fee, expense and performance information prepared for their use. In considering the continuation of the Investment Advisory Agreement with respect to each applicable Fund, the Trustees evaluated a number of factors that they believed, in light of their reasonable business judgment, to be relevant. They based their decision on the following considerations, among others, although they did not identify any one specific consideration or any particular information that was controlling of their decision:

The nature, extent and quality of the advisory services provided. The Trustees concluded that Brown Advisory is capable of providing high quality services to the Funds, as indicated by the nature, extent and quality of the services provided in the past by Brown Advisory to each of the Funds, Brown Advisory’s management capabilities as demonstrated with respect to the Funds, the professional qualifications and experience of each of the portfolio managers of the Funds, Brown Advisory’s investment management and compliance oversight processes, and the competitive investment performance of the Funds. On the basis of the Trustees’ assessment of the nature, extent and quality of the advisory services provided by Brown Advisory, the Trustees concluded

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that Brown Advisory is capable of generating a level of long-term investment performance that is appropriate in light of the Funds’ investment objectives, policies and strategies and is competitive with many other comparable investment companies.

The Board received and reviewed performance information for each of the Funds separately, including performance information for applicable one-, three-, five- and ten-year periods ended June 30, 2019, and for shorter periods as applicable with respect to those Funds with shorter operating histories. The Board also reviewed with the representatives of Brown Advisory other information and data, including each Fund’s performance against its benchmark and its peers, as follows:

1. Equity Income Fund

The Board first reviewed information and materials regarding the performance results for the Equity Income Fund, noting that the Institutional Shares of the Fund had outperformed its primary benchmark index, the S&P 500 Index, for the one-year period ended June 30, 2019, but had underperformed its benchmark index for the three- and five-year periods ended June 30, 2019. The Board noted that the Institutional Shares of the Fund had outperformed its peer group median for the one- and five-year periods ended June 30, 2019, but had underperformed its peer group median for the three-year period ended June 30, 2019.

2. Flexible Equity Fund

The Board next reviewed information and materials regarding the performance results for the Flexible Equity Fund, noting that the Institutional Shares of the Fund had outperformed its primary benchmark index, the S&P 500 Index, for the three- and ten-year periods ended June 30, 2019, but had underperformed its primary benchmark index for the one- and five-year periods ended June 30, 2019. The Board noted that the Institutional Shares of the Fund had outperformed its peer group median for the three- and ten-year periods ended June 30, 2019, but had underperformed its peer group median for the one- and five-year periods ended June 30, 2019.

3. Growth Equity Fund

The Board then reviewed information and materials regarding the performance results for the Growth Equity Fund, noting that the Institutional Shares of the Fund had outperformed its primary benchmark index, the Russell 1000 Growth Index, for the one-, three-, five- and ten-year periods ended June 30, 2019. The Board noted that the Institutional Shares of the Fund had outperformed its peer group median for the one-, three-, five- and ten-year periods ended June 30, 2019.

4. Small-Cap Fundamental Value Fund

The Board next reviewed information and materials regarding the performance results for the Small-Cap Fundamental Value Fund, noting that the Institutional Shares of the Fund had outperformed its primary benchmark index, the Russell 2000 Value Index, for the one-, five- and ten-years period ended June 30, 2019, but had underperformed its primary benchmark index for the three-year period ended June 30, 2019. The Board noted that the Institutional Shares of the Fund had underperformed its peer group median for the one-, three- and five-year periods ended June 30, 2019, but had outperformed its peer group median for the ten-year period ended June 30, 2019. The members of the Board considered and discussed the factors contributing to the Fund’s underperformance relative to its peer group and they reviewed them with the Adviser.

5. Small-Cap Growth Fund

The Board then reviewed information and materials regarding the performance results for the Small-Cap Growth Fund, noting that the Institutional Shares of the Fund had outperformed its primary benchmark index, the Russell 2000 Growth Index, for the one-, three-, five- and ten-year periods ended June 30, 2019. The Board noted that the Institutional Shares of the Fund had outperformed its peer group median for the one-, five-, and ten-year periods ended June 30, 2019, but had underperformed its peer group median for the three-year period ended June 30, 2019.

6. Sustainable Growth Fund

The Board next reviewed information and materials regarding the performance results for the Sustainable Growth Fund, noting that the Institutional Shares of the Fund had outperformed its primary benchmark index, the Russell 1000 Growth Index, for the one-, three- and five-year periods ended June 30, 2019. The Board noted that the Institutional Shares of the Fund had outperformed its peer group median for the one-, three- and five-year periods ended June 30, 2019.

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7. Intermediate Income Fund

The Board then reviewed information and materials regarding the performance results for the Intermediate Income Fund, noting that the Investor Shares of the Fund had underperformed its primary benchmark index, the Bloomberg Barclays Intermediate US Aggregate Bond Index, for the one-, five- and ten-year periods ended June 30, 2019, but had outperformed its benchmark index for the three-year period ended June 30, 2019. The Board noted that the Investor Shares of the Fund had underperformed its peer group median for the one-, three-, five- and ten-year periods ended June 30, 2019. The members of the Board considered and discussed the factors contributing to the Fund’s underperformance and they reviewed them with the Adviser.

8. Maryland Bond Fund

The Board next reviewed information and materials regarding the performance results for the Maryland Bond Fund, noting that the Investor Shares of the Fund had outperformed its primary benchmark index, the Bloomberg Barclays 1-10 Year Blended Municipal Bond Index, for the one- and three-year periods ended June 30, 2019, but had underperformed its primary benchmark index for the five- and ten-year periods ended June 30, 2019. The Board noted that the Investor Shares of the Fund had outperformed its peer group median for the one- and three-year periods ended June 30, 2019, but had underperformed its peer group median for the five- and ten-year periods ended June 30, 2019. The members of the Board considered and discussed the factors contributing to the Fund’s longer term underperformance and they reviewed them with the Adviser.

9. Strategic Bond Fund

The Board then reviewed information and materials regarding the performance results for the Strategic Bond Fund, noting that the Institutional Shares of the Fund had outperformed its primary benchmark index, the ICE BofAML 0-3 Month US Treasury Bill Index, for the one-, three- and five-year periods ended June 30, 2019. The Board noted that the Institutional Shares of the Fund had underperformed its peer group median for the one-, three- and five-year periods ended June 30, 2019. The members of the Board considered and discussed the factors contributing to the Fund’s underperformance relative to its peer group and they reviewed them with the Adviser.

10. Tax-Exempt Bond Fund

The Board next reviewed information and materials regarding the performance results for the Tax-Exempt Bond Fund, noting that the Institutional Shares of the Fund had outperformed its primary benchmark index, the Bloomberg Barclays 1-10 Year Blended Municipal Bond Index, for the one-, three- and five-year periods ended June 30, 2019. The Board noted that the Institutional Shares of the Fund had outperformed its peer group median for the one-, three- and five-year periods ended June 30, 2019.

11. Emerging Markets Select Fund

The Board then reviewed information and materials regarding the performance results for the Emerging Markets Select Fund, noting that the Institutional Shares of the Fund had underperformed its primary benchmark index, the FTSE Emerging Index, for the one-, three- and five-year periods ended June 30, 2019. The Board noted that the Institutional Shares of the Fund had underperformed its peer group median for the one-, three- and five-year periods ended June 30, 2019. The members of the Board considered and discussed the factors contributing to the Fund’s underperformance and they reviewed them with the Adviser. The members of the Board took into consideration that in February 2019 the Fund’s previous Sub-Adviser that had been sub-advising the Fund since its inception in December 2012 was replaced by two new Sub-Advisers.

12. WMC Strategic European Equity Fund

The Board next reviewed information and materials regarding the performance results for the WMC Strategic European Equity Fund, noting that the Institutional Shares of the Fund had underperformed its primary benchmark index, the MSCI Europe Index, for the one- and three-year periods ended June 30, 2019, but had outperformed its primary benchmark index for the five-year period ended June 30, 2019. The Board noted that the Institutional Shares of the Fund had outperformed its peer group median for the one-, three- and five-year periods ended June 30, 2019.

13. Mortgage Securities Fund

The Board then reviewed information and materials regarding the performance results for the Mortgage Securities Fund, noting that the Institutional Shares of the Fund had outperformed its primary benchmark index, the Bloomberg Barclays Mortgage Backed Securities Index, for the one-, three- and five-year periods ended June 30, 2019. The Board noted that the Institutional Shares of the Fund had outperformed its peer group median for the one-, three- and five-year periods ended June 30, 2019.

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14. Total Return Fund

The Board next reviewed information and materials regarding the performance results for the Total Return Fund, noting that the Institutional Shares of the Fund had outperformed its primary benchmark index, the Bloomberg Barclays US Aggregate Bond Index, for the one- and three-year periods ended June 30, 2019. The Board noted that the Institutional Shares of the Fund had outperformed its peer group median for the one- and three-year periods ended June 30, 2019.

15. Global Leaders Fund

The Board then reviewed information and materials regarding the performance results for the Global Leaders Fund, noting that the Institutional Shares of the Fund had outperformed its primary benchmark index, the FTSE All-World Index, for the one- and three-year periods ended June 30, 2019. The Board noted that the Institutional Shares of the Fund had outperformed its peer group median for the one- and three-year periods ended June 30, 2019.

16. Mid-Cap Growth Fund

The Board next reviewed information and materials regarding the performance results for the Mid-Cap Growth Fund, noting that the Institutional Shares of the Fund had outperformed its primary benchmark index, the Russell Midcap Growth Index, for the one-year period ended June 30, 2019. The Board noted that the Institutional Shares of the Fund had outperformed its peer group median for the one-year period ended June 30, 2019. The Board also noted that, because the Fund commenced operations in October 2017, the Fund has a relatively short performance history.

17. Sustainable Bond Fund

The Board then reviewed information and materials regarding the performance results for the Sustainable Bond Fund, noting that the Institutional Shares of the Fund had underperformed its primary benchmark index, the Bloomberg Barclays US Aggregate Bond Index, for the one-year period ended June 30, 2019. The Board noted that the Institutional Shares of the Fund had outperformed its peer group median for the one-year period ended June 30, 2019. The members of the Board considered and discussed the factors contributing to the Fund’s underperformance and they reviewed them with the Adviser. The Board also noted that, because the Fund commenced operations in August 2017, the Fund has a relatively short performance history.

18. Beutel Goodman Large-Cap Value Fund

The Board next reviewed information and materials regarding the performance results for the Beutel Goodman Large-Cap Value Fund, noting that the Institutional Shares of the Fund had outperformed its primary benchmark index, the Russell 1000 Value Index, for the one-year period ended June 30, 2019. The Board noted that the Institutional Shares of the Fund had outperformed its peer group median for the one-year period ended June 30, 2019. The Board also noted that, because the Fund commenced operations in February 2018, the Fund has a relatively short performance history.

The cost of advisory services provided and the level of profitability. The Board also considered the advisory fees and overall expenses of the Funds as compared to the advisory fees and overall expenses of other mutual funds in each Fund’s peer group, as well as profitability information with respect to Brown Advisory’s management and operation of the Funds. On the basis of this comparative information, the Trustees determined that the overall advisory fees and expense ratios of the Funds are competitive with industry averages. The Trustees noted that Brown Advisory had proposed the continuation of their contractual commitment for the benefit of shareholders of the Funds to limit the Funds’ operating expenses through October 31, 2020, subject to recoupment by the Adviser of certain amounts under specified circumstances.

The Board also considered Brown Advisory’s level of profitability with respect to each of the subject Funds, and noted that Brown Advisory’s level of profitability was acceptable and not unreasonable. The Board reviewed the extent to which Brown Advisory uses its own financial resources to help promote and market the Funds in order to support various components of the distribution efforts of the Funds. In considering the profitability of Brown Advisory from their operation of the Funds, the Trustees considered the level of profitability realized by Brown Advisory before the imposition of any distribution and marketing expenses incurred by the firm from its own resources. The Board also considered information regarding the fees that Brown Advisory charges to its other clients for investment advisory services that are similar to the advisory services provided to the Funds and the Board noted that the fees charged to the Funds by the Adviser were reasonable in light of the nature of the services provided by the Adviser to the other accounts, the types of accounts involved, and the applicable services provided in each case. Accordingly, on the basis of the Board’s review of the fees charged by Brown Advisory for investment advisory services, the investment advisory and other

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services provided to the Funds by Brown Advisory, and the level of profitability from Brown Advisory’s relationship with the Funds, the Board concluded that the level of investment advisory fees and Brown Advisory’s profitability were appropriate in light of the management fees, overall expense ratios and investment performance of comparable investment companies.

The Board reviewed with the representatives of Brown Advisory certain fee and expense information for the relevant share classes of the Funds as compared to the advisory fees and overall expenses (excluding Rule 12b-1 fees) of other mutual funds in each Fund’s peer group, as follows:

1. Equity Income Fund

The Board first reviewed expense information and materials for the Equity Income Fund, noting that the Investment Advisory Agreement provided for a 0.60% investment advisory fee for the Fund, which was below the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 0.80%, which is lower than the median net expense ratio of its peer funds.

2. Flexible Equity Fund

The Board next reviewed expense information and materials for the Flexible Equity Fund, noting that due to the breakpoints provided for in the Investment Advisory Agreement, the investment advisory fee for the period was 0.44% for the Fund, which was below the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 0.57%, which was below the median net expense ratio of its peer funds. The Board took into account that the Investment Advisory Agreement included breakpoints to the Fund’s investment advisory fee such that the advisory fee charged with respect to the Fund would be 0.50% on all assets less than $150 million; 0.45% on all assets greater than or equal to $150 million but less than $250 million; 0.40% on all assets greater than or equal to $250 million but less than $1 billion; and 0.38% on all assets greater than or equal to $1 billion.

3. Growth Equity Fund

The Board then reviewed expense information and materials for the Growth Equity Fund, noting that due to the breakpoints provided for in the Investment Advisory Agreement, the investment advisory fee for the period was 0.59% for the Fund, which was below the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 0.70%, which was below the median net expense ratio of its peer funds. The Board took into account that the Investment Advisory Agreement included breakpoints to the Fund’s investment advisory fee such that the advisory fee charged with respect to the Fund would be 0.60% on all assets less than $1.5 billion; 0.55% on all assets greater than or equal to $1.5 billion but less than $3 billion; 0.50% on all assets greater than or equal to $3 billion but less than $6 billion; and 0.45% on all assets greater than or equal to $6 billion.

4. Small-Cap Fundamental Value Fund

The Board then reviewed expense information and materials for the Small-Cap Fundamental Value Fund, noting that the Investment Advisory Agreement provided for a 0.85% investment advisory fee for the Fund, which was above the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 0.97%, which was above the median net expense ratio of its peer funds.

5. Small-Cap Growth Fund

The Board next reviewed expense information and materials for the Small-Cap Growth Fund, noting that the Investment Advisory Agreement provided for a 0.85% investment advisory fee for the Fund, which was above the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 0.98%, which was lower than the median net expense ratio of its peer funds.

6. Sustainable Growth Fund

The Board next reviewed expense information and materials for the Sustainable Growth Fund, noting that due to the breakpoints provided for in the Investment Advisory Agreement, the investment advisory fee for the period was 0.60% for the Fund, which was below the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 0.73%, which was lower than the median net expense ratio of its peer funds. The Board took into account that the Investment Advisory Agreement included breakpoints to the Fund’s investment advisory fee such that the advisory fee charged with respect to the Fund would be 0.60% on all assets less than $1.5 billion; 0.55% on all assets greater than or equal to

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$1.5 billion but less than $3 billion; 0.50% on all assets greater than or equal to $3 billion but less than $6 billion; and 0.45% on all assets greater than or equal to $6 billion.

7. Intermediate Income Fund

The Board then reviewed expense information and materials for the Intermediate Income Fund, noting that the Investment Advisory Agreement provided for a 0.30% investment advisory fee for the Fund, which was below the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Investor Shares was 0.47%, which was lower than the median net expense ratio of its peer funds.

8. Maryland Bond Fund

The Board next reviewed expense information and materials for the Maryland Bond Fund, noting that the Investment Advisory Agreement provided for a 0.30% investment advisory fee for the Fund, which was below the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Investor Shares was 0.49%, which was lower than the median net expense ratio of its peer funds.

9. Strategic Bond Fund

The Board then reviewed expense information and materials for the Strategic Bond Fund, noting that the Investment Advisory Agreement provided for a 0.40% investment advisory fee for the Fund, which was below the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 0.60%, which was lower than the median net expense ratio of its peer funds.

10. Tax-Exempt Bond Fund

The Board next reviewed expense information and materials for the Tax-Exempt Bond Fund, noting that the Investment Advisory Agreement provided for a 0.30% investment advisory fee for the Fund, which was below the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 0.43%, which was lower than the median net expense ratio of its peer funds.

11. Emerging Markets Select Fund

The Board next reviewed expense information and materials for the Emerging Markets Select Fund, noting that the Investment Advisory Agreement provided for a 0.90% investment advisory fee for the Fund, which was below the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 1.26%, which was above the median net expense ratio of its peer funds.

12. WMC Strategic European Equity Fund

The Board next reviewed expense information and materials for the WMC Strategic European Equity Fund, noting that the Investment Advisory Agreement provided for a 0.90% investment advisory fee for the Fund, which was above the median for its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 1.07%, which was the same as the median net expense ratio of its peer funds.

13. Mortgage Securities Fund

The Board then reviewed expense information and materials for the Mortgage Securities Fund, noting that the Investment Advisory Agreement provided for a 0.30% investment advisory fee for the Fund, which was below the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 0.47%, which was lower than the median net expense ratio of its peer funds.

14. Total Return Fund

The Board next reviewed expense information and materials for the Total Return Fund, noting that the Investment Advisory Agreement provided for a 0.30% investment advisory fee for the Fund, which was below the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 0.49%, which was lower than the median net expense ratio of its peer funds.

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15. Global Leaders Fund

The Board then reviewed expense information and materials for the Global Leaders Fund, noting that the Investment Advisory Agreement provided for a 0.65% investment advisory fee for the Fund, which was below the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 0.75%, which was lower than the median net expense ratio of its peer funds.

16. Mid-Cap Growth Fund

The Board then reviewed expense information and materials for the Mid-Cap Growth Fund, noting that the Investment Advisory Agreement provided for a 0.65% investment advisory fee for the Fund, which was below the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 0.70%, which was lower than the median net expense ratio of its peer funds.

17. Sustainable Bond Fund

The Board next reviewed expense information and materials for the Sustainable Bond Fund, noting that the Investment Advisory Agreement provided for a 0.30% investment advisory fee for the Fund, which was below the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 0.52%, which was lower than the median net expense ratio of its peer funds.

18. Beutel Goodman Large-Cap Value Fund

The Board then reviewed expense information and materials for the Beutel Goodman Large-Cap Value Fund, noting that the Investment Advisory Agreement provided for a 0.45% investment advisory fee for the Fund, which was below the median compared to its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 0.60%, which was lower than the median net expense ratio of its peer funds.

The extent to which economies of scale may be realized as the Funds grow and whether the advisory fees reflect possible economies of scale. While it was noted that, for most of the Funds, the Funds’ investment advisory fees will not decrease as those Funds’ assets grow because they are not subject to investment advisory fee breakpoints, the Trustees concluded that the Funds’ investment advisory fees are appropriate in light of the size of the Funds, and appropriately reflect the current economic environment for Brown Advisory and the competitive nature of the mutual fund market. The Trustees took into consideration that the Adviser had proposed to retain previously effective breakpoints in the investment advisory fee schedules for the Flexible Equity Fund, the Growth Equity Fund and the Sustainable Growth Fund. The Trustees took into consideration that the Adviser has previously informed the Board that the Adviser has consistently attempted to set the investment advisory fees at a level that provides for economies of scale by being set at a starting point that is at a reasonable rate without necessarily requiring the imposition of breakpoints, which approach has been favorably recognized by relevant court decisions as one of the acceptable means of achieving economies of scale. The Trustees also noted that the Funds’ advisory fees are competitive against their peers, and that the breakpoints for the three Funds are intended to enhance the competitiveness of those Funds. The Trustees further noted that they will have the opportunity to periodically re-examine whether any of the other Funds in the Trust have achieved economies of scale, and the appropriateness of investment advisory fees payable to Brown Advisory with respect to the Funds, in the future at which time the implementation of fee breakpoints on other Funds could be considered further.

Benefits to Brown Advisory from its relationship with the Funds (and any corresponding benefits to the Funds). The Trustees concluded that certain benefits that may be derived by Brown Advisory from its relationship with the Funds, including “soft dollar” benefits in connection with Fund brokerage transactions and use of the Funds’ performance track record in advertising materials, are reasonable and fair, and consistent with industry practice and the best interests of the Funds and their shareholders. In addition, the Trustees determined that the Funds benefit from their relationship with Brown Advisory by virtue of Brown Advisory’s provision of business management and shareholder services, in addition to investment advisory services, at a cost to the Funds that is generally comparable to the costs of an outside service provider, which the Trustees have previously determined to be reasonable, fair and in the best interests of the shareholders of the Funds in light of the nature and quality of the services provided and the necessity of the services for the Funds’ operations.

Other Considerations. In approving the continuation of the Investment Advisory Agreement, the Trustees determined that Brown Advisory has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the Funds in a professional manner that is consistent

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with the best interests of the Funds and their shareholders. The Board also acknowledged the experience and expertise of members of the Brown Advisory senior management team and the focus these individuals have on ensuring the Funds operate successfully. The Trustees also concluded that Brown Advisory has made a significant entrepreneurial commitment to the management and success of the Funds, which entails a substantial financial and professional commitment, including the Expense Limitation Agreement under which Brown Advisory has undertaken to waive a portion of its fees and to reimburse expenses of the Funds to the benefit of Fund shareholders to the extent necessary in accordance with the terms of the Expense Limitation Agreement. The Board also considered matters with respect to the brokerage practices of Brown Advisory, including its soft dollar arrangements and its best-execution procedures, and noted that these were reasonable and consistent with standard industry practice.

The Board also considered various matters with respect to the distribution and shareholder servicing arrangements applicable to the Funds and they considered the distribution fees and the non-distribution shareholder servicing fees payable with respect to certain of the share classes of the Funds, including certain of such fees which are payable to the Adviser for the shareholder administrative services that it provides to shareholders of the Funds. The Board took note of the fact that the non-distribution related shareholder administrative fees payable to the Adviser are intended to compensate the Adviser for providing certain administrative services to those Fund shareholders covered by the applicable servicing arrangements in the relevant share classes.

The Board also took into consideration the nature and extent of the business management fees payable to the Adviser by each of the Funds pursuant to which Brown Advisory provides certain business management services to the Funds, which the Board had previously considered and approved at a prior meeting based upon a finding that the business management fees charged are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality.

In reaching their conclusion with respect to the approval of the continuation of the Investment Advisory Agreement and the level of fees paid under the Agreement, the Trustees did not identify any one single factor as being controlling, but rather, the Board took note of a combination of factors that had influenced their decision making process. They noted the level and quality of the investment advisory services provided by Brown Advisory to each of the Funds in the Trust, and they found that these services will continue to benefit the Funds and their shareholders and also reflected the Adviser’s overall commitment to the continued growth and development of the Funds.

Based upon their review and consideration of these factors and other matters deemed relevant by the Board in reaching an informed business judgment, a majority of the Board of Trustees, including a majority of the Independent Trustees, concluded that the terms of the Investment Advisory Agreement, were fair and reasonable and the Board voted to renew the Investment Advisory Agreement with respect to the Funds for an additional one-year period.

2. Board of Trustees Approval of the Continuation of the Sub-Investment Advisory Agreement With Respect to the Brown Advisory – WMC Strategic European Equity Fund

The continuation of the Sub-Investment Advisory Agreement with respect to the Brown Advisory – WMC Strategic European Equity Fund (the “Fund”) between Brown Advisory and Wellington Management Company LLP, the sub-investment adviser to the Fund (“Wellington”), was also approved by the Board of Trustees at the Board meeting held on September 12, 2019.

In accordance with the Investment Company Act of 1940, the Board of Trustees was required to consider the approval of the continuation of the Sub-Investment Advisory Agreement, and this was required to take place at an in-person meeting of the Board. The relevant provisions of the Investment Company Act of 1940 specifically provide that it is the duty of the Board to request and evaluate such information as the Board determines is necessary to allow them to properly consider the approval of the continuation of the Sub-Advisory Agreement, and it is the duty of Brown Advisory and Wellington, as applicable, to furnish the Trustees with such information that is responsive to their request.

Accordingly, in determining whether to approve the continuation of the Sub-Investment Advisory Agreement between Brown Advisory and Wellington, the Board of Trustees requested, and Brown Advisory and Wellington provided, information and data relevant to the Board’s consideration.

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conducting an ongoing monitoring program involving Wellington’s investment activities with respect to Wellington’s day-to-day portfolio management of the Fund’s assets in order to make sure that Wellington is adhering to all of the stated investment objectives, policies, limitations and restrictions that the Fund is subject to. In addition, the Trustees also took note of the fact that in connection with Brown Advisory’s oversight of the investment program maintained by Wellington with respect to the Fund, Brown Advisory prepares extensive reports to the Board regarding the investment activities of Wellington, which reports contain detailed analyses of how Wellington is performing.

The Board reviewed and evaluated the information that Brown Advisory and Wellington had presented for the Board’s review. The Board particularly noted, among other considerations, that the Fund’s investment advisory fees and overall operating expenses were competitive with comparable mutual funds. The Board also took into account presentations made by Wellington and Brown Advisory throughout the year. Based on its review of all of the information, the Board determined that the Sub-Investment Advisory Agreement was consistent with the best interests of the Fund and its shareholders and would enable the Fund to continue to receive high quality sub-advisory services at a cost that is appropriate, reasonable, and in the best interests of the Fund and its shareholders. In reaching these conclusions, the Board considered the following:

The nature, extent and quality of the sub-investment advisory services provided. The Trustees concluded that Wellington is capable of providing high quality sub-advisory services to the Fund as indicated by the professional qualifications and experience of the portfolio managers of the Fund, and Wellington’s investment management processes. On the basis of the Trustees’ assessment of the nature, extent and quality of the sub-advisory services provided by Wellington, the Trustees concluded that Wellington is capable of generating a level of long-term investment performance that is appropriate in light of the Fund’s investment objectives, policies and strategies and competitive with many other comparable investment companies.

The cost of advisory services provided and the expected level of profitability. On the basis of comparative information derived from the data that had been provided to the Board members, the Trustees determined that the expense ratios for each class of shares of the Fund are competitive with industry averages. The Trustees also noted that the Fund is subject to a contractual expense limitation agreement for the benefit of shareholders of the Fund to limit the Fund’s operating expenses through October 31, 2020. The Board took note of the fact that the sub-advisory fees for the Fund had been separately negotiated by Brown Advisory and Wellington. Accordingly, on the basis of the Board’s review of the fees charged by Wellington for sub-investment advisory services provided to the Fund, the Board concluded that the level of sub-investment advisory fees is appropriate in light of the management fees, overall expense ratios and investment performance of comparable investment companies, and that the sub-advisory fee had been separately negotiated at arm’s-length by independent third parties.

The extent to which economies of scale may be realized as the Fund grows and whether the advisory fees reflect possible economies of scale. While it was noted that the Fund’s investment sub-advisory fees will not decrease as the Fund’s assets grow because they will not be subject to investment sub-advisory fee breakpoints, the Trustees concluded that the Fund’s investment sub-advisory fees are appropriate in light of the size of the Fund, and appropriately reflect the current economic environment for Brown Advisory and Wellington and the competitive nature of the mutual fund market. The Trustees then noted that they will have the opportunity to periodically re-examine whether the Fund has achieved economies of scale, and the appropriateness of the investment sub-advisory fees with respect to the Fund, in the future at which time the implementation of fee breakpoints on the Fund could be further considered.

Benefits to Wellington from its relationship with the Fund (and any corresponding benefits to the Fund). The Trustees concluded that other benefits that may be derived by Wellington from its relationship with the Fund, including any potential “soft dollar” benefits in connection with the Fund’s brokerage transactions and use of the Fund’s performance track record in advertising materials, are reasonable and fair, and consistent with industry practice and the best interests of the Fund and its shareholders.

Other Considerations. In approving the continuation of the Sub-Investment Advisory Agreement, the Trustees determined that Wellington has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to provide sub-advisory services to the Fund in a professional manner that is consistent with the best interests of the Fund and its shareholders. The Board also considered matters with respect to the brokerage practices of Wellington, including its soft dollar arrangements and its best-execution procedures, and noted that these were reasonable and consistent with standard industry practice.

It was noted that in making their determinations, the Trustees had considered and relied upon the materials provided to them by Wellington with respect to the contract and the presentation of the representatives of Brown Advisory. In reaching their conclusion with respect to the approval of the continuation of the Sub-Investment Advisory Agreement and the level of fees paid

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under the Agreement, the Trustees did not identify any one single factor as being controlling, rather, the Trustees took note of a combination of factors that had influenced their decision making process. They noted the level and quality of investment advisory services provided by Wellington to the Fund and determined that these services will continue to benefit the Fund and its shareholders. They also considered the nature of the allocation of the duties and responsibilities for the management and operation of the Fund between Brown Advisory and Wellington and they determined that the sub-advisory fees for the Fund, as negotiated by Brown Advisory and Wellington, reasonably reflected the nature and extent of the services provided by Wellington with respect to the Fund.

3. Board of Trustees Approval of the Continuation of the Sub-Investment Advisory Agreement With Respect to the Brown Advisory Global Leaders Fund

At their September 12, 2019 Board meeting, the Board also undertook the consideration of matters with respect to the proposed continuation of the Sub-Investment Advisory Agreement between Brown Advisory and its affiliate Brown Advisory Ltd. with respect to the Global Leaders Fund.

In accordance with the Investment Company Act of 1940, the Board of Trustees was required to consider the approval of the continuation of the Sub-Investment Advisory Agreement, and this was required to take place at an in-person meeting of the Board. The relevant provisions of the Investment Company Act of 1940 specifically provide that it is the duty of the Board to request and evaluate such information as the Board determines is necessary to allow them to properly consider the approval of the continuation of the Sub-Advisory Agreement, and it is the duty of Brown Advisory and Brown Advisory Ltd., as applicable, to furnish the Trustees with such information that is responsive to their request.

Accordingly, in determining whether to approve the continuation of the Sub-Investment Advisory Agreement between Brown Advisory and Brown Advisory Ltd., the Board of Trustees requested, and Brown Advisory and Brown Advisory Ltd. provided, information and data relevant to the Board’s consideration. In connection with these matters with respect to the sub-advisory arrangements for the Global Leaders Fund, the Trustees took into consideration the fact that the two firms are affiliates of one another and under common control.

The Board then undertook the consideration of various matters with respect to the proposed approval of the continuation of the Sub-Investment Advisory Agreement between Brown Advisory and Brown Advisory Ltd. The Trustees considered various matters involving the respective services provided by each of Brown Advisory and Brown Advisory Ltd. in connection with the management and operation of the Fund and they took note of the extensive oversight duties performed by Brown Advisory including investment management and compliance oversight of the operations of Brown Advisory Ltd. The Trustees considered that Brown Advisory is actively engaged in conducting an ongoing monitoring program involving Brown Advisory Ltd.’s investment activities with respect to Brown Advisory Ltd.’s day-to-day portfolio management of the Fund’s assets in order to make sure that Brown Advisory Ltd. is adhering to all of the stated investment objectives, policies, limitations and restrictions that the Fund is subject to. In addition, the Trustees also took note of the fact that in connection with Brown Advisory’s oversight of the investment program maintained by Brown Advisory Ltd. with respect to the Fund, Brown Advisory prepares extensive reports to the Board regarding the investment activities of Brown Advisory Ltd., which reports contain detailed analyses of how Brown Advisory Ltd. is performing.

The Board reviewed and evaluated the information that Brown Advisory and Brown Advisory Ltd. had presented for the Board’s review. The Board particularly noted, among other considerations, that the Fund’s investment advisory fees and overall operating expenses were competitive with comparable mutual funds. The Board also took into account presentations made by Brown Advisory Ltd. and Brown Advisory throughout the year. Based on its review of all of the information, the Board determined that the Sub-Investment Advisory Agreement was consistent with the best interests of the Fund and its shareholders and would enable the Fund to continue to receive high quality sub-advisory services at a cost that is appropriate, reasonable, and in the best interests of the Fund and its respective shareholders. In reaching these conclusions, the Board considered the following:

The nature, extent and quality of the sub-investment advisory services provided. The Trustees concluded that Brown Advisory Ltd. is capable of providing high quality sub-advisory services to the Fund as indicated by the professional qualifications and experience of the portfolio managers of the Fund, and Brown Advisory Ltd.’s investment management processes. On the basis of the Trustees’ assessment of the nature, extent and quality of the sub-advisory services provided by Brown Advisory Ltd., the Trustees concluded that Brown Advisory Ltd. is capable of generating a level of long-term investment performance that is appropriate in light of the Fund’s investment objectives, policies and strategies and competitive with many other comparable investment companies.

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The cost of advisory services provided and the expected level of profitability. On the basis of comparative information derived from the data that had been provided to the Board members, the Trustees determined that the expense ratios for each respective class of shares of the Fund are competitive with industry averages. The Trustees also noted that the Fund is subject to a contractual expense limitation agreement for the benefit of shareholders of the Funds to limit the Fund’s operating expenses through October 31, 2020. Accordingly, on the basis of the Board’s review of the fees charged by Brown Advisory Ltd. for sub-investment advisory services provided to the Fund, the Board concluded that the level of sub-investment advisory fees is appropriate in light of the management fees, overall expense ratios and investment performance of comparable investment companies.

The extent to which economies of scale may be realized as the Fund grows and whether the advisory fees reflect possible economies of scale. While it was noted that the Fund’s investment sub-advisory fees will not decrease as the Fund’s assets grow because they will not be subject to investment sub-advisory fee breakpoints, the Trustees concluded that the Fund’s investment sub-advisory fees are appropriate in light of the size of the Fund, and appropriately reflect the current economic environment for Brown Advisory and Brown Advisory Ltd. and the competitive nature of the mutual fund market. The Trustees then noted that they will have the opportunity to periodically re-examine whether the Fund has achieved economies of scale, and the appropriateness of the investment sub-advisory fees with respect to the Fund, in the future at which time the implementation of fee breakpoints on the Fund could be further considered.

Benefits to Brown Advisory Ltd. from its relationship with the Fund (and any corresponding benefits to the Fund). The Trustees concluded that other benefits that may be derived by Brown Advisory Ltd. from its relationship with the Fund, including any potential “soft dollar” benefits in connection with the Fund’s brokerage transactions and use of the Fund’s performance track record in advertising materials, are reasonable and fair, and consistent with industry practice and the best interests of the Fund and its shareholders.

Other Considerations. In approving the continuation of the Sub-Investment Advisory Agreement, the Trustees determined that Brown Advisory Ltd. has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to provide sub-advisory services to the Fund in a professional manner that is consistent with the best interests of the Fund and its shareholders. The Board also considered matters with respect to the brokerage practices of Brown Advisory Ltd., including its soft dollar arrangements and its best-execution procedures, and noted that these were reasonable and consistent with standard industry practice.

It was noted that in making their determinations, the Trustees had considered and relied upon the materials provided to them by Brown Advisory Ltd. with respect to the contract and the presentation of the representatives of Brown Advisory. In reaching their conclusion with respect to the approval of the continuation of the Sub-Investment Advisory Agreement and the level of fees paid under the Agreement, the Trustees did not identify any one single factor as being controlling, rather, the Trustees took note of a combination of factors that had influenced their decision making process. They noted the level and quality of investment advisory services provided by Brown Advisory Ltd. to the Fund and determined that these services will continue to benefit the Fund and its shareholders. They also considered the nature of the allocation of the duties and responsibilities for the management and operation of the Fund between Brown Advisory and Brown Advisory Ltd. and they determined that the sub-advisory fees for the Fund, as negotiated by Brown Advisory and Brown Advisory Ltd., reasonably reflected the nature and extent of the services provided by Brown Advisory Ltd. with respect to the Fund. The Trustees also took into consideration the fact that Brown Advisory and Brown Advisory Ltd. are affiliated entities and are under common control.

4. Board of Trustees Approval of the Continuation of the Sub-Investment Advisory Agreement With Respect to the Brown Advisory – Beutel Goodman Large-Cap Value Fund

The continuation of the Sub-Investment Advisory Agreement with respect to the Brown Advisory – Beutel Goodman Large-Cap Value Fund (the “Fund”) between Brown Advisory and Beutel Goodman & Company, Ltd., the sub-investment adviser to the Fund (“Beutel Goodman”), was also approved by the Board of Trustees at the Board meeting held on September 12, 2019.

In accordance with the Investment Company Act of 1940, the Board of Trustees was required to consider the approval of the continuation of the Sub-Investment Advisory Agreement, and this was required to take place at an in-person meeting of the Board. The relevant provisions of the Investment Company Act of 1940 specifically provide that it is the duty of the Board to request and evaluate such information as the Board determines is necessary to allow them to properly consider the approval of the continuation of the Sub-Advisory Agreement, and it is the duty of Brown Advisory and Beutel Goodman, as applicable, to furnish the Trustees with such information that is responsive to their request.

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Accordingly, in determining whether to approve the continuation of the Sub-Investment Advisory Agreement between Brown Advisory and Beutel Goodman, the Board of Trustees requested, and Brown Advisory and Beutel Goodman provided, information and data relevant to the Board’s consideration.

The Board then undertook the consideration of various matters with respect to the proposed approval of the continuation of the Sub-Investment Advisory Agreement between Brown Advisory and Beutel Goodman. The Trustees considered various matters involving the respective services provided by each of Brown Advisory and Beutel Goodman in connection with the management and operation of the Fund and they took note of the extensive oversight duties performed by Brown Advisory including investment management and compliance oversight of the operations of Beutel Goodman. The Trustees considered that Brown Advisory is actively engaged in conducting an ongoing monitoring program involving Beutel Goodman’s investment activities with respect to Beutel Goodman’s day-to-day portfolio management of the Fund’s assets in order to make sure that Beutel Goodman is adhering to all of the stated investment objectives, policies, limitations and restrictions that the Fund is subject to. In addition, the Trustees also took note of the fact that in connection with Brown Advisory’s oversight of the investment program maintained by Beutel Goodman with respect to the Fund, Brown Advisory prepares extensive reports to the Board regarding the investment activities of Beutel Goodman, which reports contain detailed analyses of how Beutel Goodman is performing.

The Board reviewed and evaluated the information that Brown Advisory and Beutel Goodman had presented for the Board’s review. The Board particularly noted, among other considerations, that the Fund’s investment advisory fees and overall operating expenses were competitive with comparable mutual funds. The Board also took into account presentations made by Beutel Goodman and Brown Advisory throughout the year. Based on its review of all of the information, the Board determined that the Sub-Investment Advisory Agreement was consistent with the best interests of the Fund and its shareholders and would enable the Fund to continue to receive high quality sub-advisory services at a cost that is appropriate, reasonable, and in the best interests of the Fund and its respective shareholders. In reaching these conclusions, the Board considered the following:

The nature, extent and quality of the sub-investment advisory services provided. The Trustees concluded that Beutel Goodman is capable of providing high quality sub-advisory services to the Fund as indicated by the professional qualifications and experience of the portfolio managers of the Fund, and Beutel Goodman’s investment management processes. On the basis of the Trustees’ assessment of the nature, extent and quality of the sub-advisory services provided by Beutel Goodman, the Trustees concluded that Beutel Goodman is capable of generating a level of long-term investment performance that is appropriate in light of the Fund’s investment objectives, policies and strategies and competitive with many other comparable investment companies.

The cost of advisory services provided and the expected level of profitability. On the basis of comparative information derived from the data that had been provided to the Board members, the Trustees determined that the expense ratios for each respective class of shares of the Fund are competitive with industry averages. The Trustees also noted that the Fund is subject to a contractual expense limitation agreement for the benefit of shareholders of the Funds to limit the Funds’ operating expenses through October 31, 2020. Accordingly, on the basis of the Board’s review of the fees charged by Beutel Goodman for sub-investment advisory services provided to the Fund, the Board concluded that the level of sub-investment advisory fees are appropriate in light of the management fees, overall expense ratios and investment performance of comparable investment companies.

The extent to which economies of scale may be realized as the Fund grows and whether the advisory fees reflect possible economies of scale. While it was noted that the Fund’s investment sub-advisory fees will not decrease as the Fund’s assets grow because they will not be subject to investment sub-advisory fee breakpoints, the Trustees concluded that the Fund’s investment sub-advisory fees are appropriate in light of the size of the Fund, and appropriately reflect the current economic environment for Brown Advisory and Beutel Goodman and the competitive nature of the mutual fund market. The Trustees then noted that they will have the opportunity to periodically re-examine whether the Fund has achieved economies of scale, and the appropriateness of the investment sub-advisory fees with respect to the Fund, in the future at which time the implementation of fee breakpoints on the Fund could be further considered.

Benefits to Beutel Goodman from its relationship with the Fund (and any corresponding benefits to the Fund). The Trustees concluded that other benefits that may be derived by Beutel Goodman from its relationship with the Fund, including any potential “soft dollar” benefits in connection with the Fund’s brokerage transactions and use of the Fund’s performance track record in advertising materials, are reasonable and fair, and consistent with industry practice and the best interests of the Fund and its shareholders.

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Other Considerations. In approving the continuation of the Sub-Investment Advisory Agreement, the Trustees determined that Beutel Goodman has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to provide sub-advisory services to the Fund in a professional manner that is consistent with the best interests of the Fund and its shareholders. The Board also considered matters with respect to the brokerage practices of Beutel Goodman, including its soft dollar arrangements and its best-execution procedures, and noted that these were reasonable and consistent with standard industry practice.

It was noted that in making their determinations, the Trustees had considered and relied upon the materials provided to them by Beutel Goodman with respect to the contract and the presentation of the representatives of Brown Advisory. In reaching their conclusion with respect to the approval of the continuation of the Sub-Investment Advisory Agreement and the level of fees paid under the Agreement, the Trustees did not identify any one single factor as being controlling, rather, the Trustees took note of a combination of factors that had influenced their decision making process. They noted the level and quality of investment advisory services provided by Beutel Goodman to the Fund and determined that these services will continue to benefit the Fund and its shareholders. They also considered the nature of the allocation of the duties and responsibilities for the management and operation of the Fund between Brown Advisory and Beutel Goodman and they determined that the sub-advisory fees for the Fund, as negotiated by Brown Advisory and Beutel Goodman, reasonably reflected the nature and extent of the services provided by Beutel Goodman with respect to the Fund.

5. Board of Trustees Approval of the Adoption of the Investment Advisory Agreement With Respect to the Brown Advisory Tax-Exempt Sustainable Bond Fund

At an in-person meeting of the Board held on November 13, 2019, the members of the Board undertook the consideration of matters with respect to the proposed adoption of the Investment Advisory Agreement with respect to the Brown Advisory Tax-Exempt Sustainable Bond Fund (the “New Fund”). In accordance with the Investment Company Act of 1940, the Board of Trustees was required to consider the approval of the Investment Advisory Agreement and this was required to take place at an in-person meeting of the Board. The relevant provisions of the Investment Company Act of 1940 specifically provide that it is the duty of the Board to request and evaluate such information as the Board determines is necessary to allow them to properly consider the approval of the adoption of the Agreement, and it is the duty of the Adviser to furnish the Trustees with such information that is responsive to their request.

Accordingly, in determining whether to approve the adoption of the Investment Advisory Agreement between Brown Advisory and the Trust with respect to the New Fund, the Board of Trustees requested, and the Adviser provided, information and data relevant to the Board’s consideration. This included materials prepared by the Adviser and by the Funds’ administrator that provided the Board with information regarding the investment performance of the Adviser with respect to the other Funds in the Trust, the Adviser’s performance of a composite of all of those accounts managed by the Adviser having substantially similar investment objectives, policies and strategies as the New Fund, and the investment experience and background of the proposed portfolio managers for the New Fund, as well as information regarding the estimated fees and expenses of the New Fund, as compared to other similar mutual funds.

At this meeting, the Board reviewed with representatives of the Adviser various matters with respect to the proposed management and operation of the New Fund, the proposed investment advisory services to be provided to the New Fund by the Adviser, the nature and extent of the duties and responsibilities of the Adviser with respect to the New Fund, the compliance oversight process involving the New Fund and its operations, and the proposed fees and expenses of the New Fund. During the meeting representatives of the Adviser made presentations to the Board regarding their proposal to provide investment advisory services to the New Fund.

In addition, the Board also considered the adoption of an Expense Limitation Agreement with respect to the New Fund which would limit the total operating expenses of the New Fund through October 31, 2021, as well as a Business Management Agreement with Brown Advisory pursuant to which Brown Advisory would provide certain business management services to the New Fund. At this meeting, representatives of the Adviser reviewed for the members of the Board their experience and background in managing the other Funds in the Trust, and they also reviewed information regarding the investment advisory process proposed to be followed with respect to the New Fund.

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Following their consideration and review of these matters, the Trustees determined that the adoption of the Investment Advisory Agreement with the Adviser with respect to the New Fund would enable shareholders of the New Fund to obtain high quality services at a cost that is appropriate, reasonable, and in the best interests of the New Fund and its shareholders. Accordingly, the Board, including a majority of the Independent Trustees, unanimously approved the Investment Advisory Agreement for the New Fund. In reaching their decision, the Trustees requested and obtained from the Adviser such information as they deemed reasonably necessary to evaluate the Investment Advisory Agreement. The Trustees also carefully considered the projected profitability data and comparative fee, expense and performance information prepared by Trust management. In considering the adoption of the Investment Advisory Agreement with respect to the New Fund, the Trustees evaluated a number of factors that they believed, in light of their reasonable business judgment, to be relevant. They based their decision on the following considerations, among others, although they did not identify any one specific consideration or any particular information that was controlling of their decision:

The nature, extent and quality of the advisory services to be provided. The Trustees concluded that Brown Advisory is capable of providing high quality services to the New Fund, as indicated by the nature and quality of services provided in the past to the other Funds in the Trust, Brown Advisory’s management capabilities as demonstrated with respect to the other Funds in the Trust, the professional qualifications and experience of the members of Brown Advisory’s investment team who will be responsible for the ongoing management of the New Fund’s investment program, Brown Advisory’s investment and compliance oversight processes, and the competitive investment performance of the other Funds in the Trust. The Trustees also determined that Brown Advisory proposed to provide investment advisory services that were of the same quality as services provided to the other Funds in the Trust, and that these services are appropriate in scope and extent in light of the New Fund’s proposed operations, the competitive landscape of the investment company business and investor needs. On the basis of the Trustees’ assessment of the nature, extent and quality of the advisory services to be provided by Brown Advisory, the Trustees concluded that Brown Advisory is capable of generating a level of long-term investment performance that is appropriate in light of the New Fund’s investment objectives, policies and strategies and competitive with many other comparable investment companies.

The cost of advisory services to be provided and the expected level of profitability. On the basis of comparative information derived from the data that was included with the materials provided to the Board at their meeting, the Trustees determined that the overall projected expense ratios for each respective class of shares of the New Fund are competitive with industry averages. The Trustees also noted that Brown Advisory had proposed a contractual commitment for the benefit of shareholders of the New Fund to limit the New Fund’s total operating expenses through October 31, 2021. The Board also focused on Brown Advisory’s projected level of profitability with respect to the New Fund, and noted that Brown Advisory’s expected level of profitability was acceptable and not unreasonable. Accordingly, on the basis of the Board’s review of the fees to be charged by Brown Advisory for investment advisory services, the investment advisory services to be provided to the New Fund by Brown Advisory, and the estimated level of profitability from Brown Advisory’s relationship with the New Fund, the Board concluded that the level of investment advisory fees and Brown Advisory’s projected profitability are appropriate in light of the management fees, overall expense ratios and investment performance of comparable investment companies.

The extent to which economies of scale may be realized as the New Fund grows and whether the advisory fees reflect possible economies of scale. While it was noted that the New Fund’s investment advisory fees will not decrease as the New Fund’s assets grow because they will not be subject to investment advisory fee breakpoints, the Trustees concluded that the New Fund’s investment advisory fees are appropriate in light of the projected size of the New Fund, and appropriately reflect the current economic environment for Brown Advisory and the competitive nature of the mutual fund marketplace. The Trustees took into consideration that Brown Advisory has previously informed the Board that the Adviser has consistently attempted to set the investment advisory fees at a level that provides for economies of scale by being set at a starting point that is at a reasonable rate without necessarily requiring the imposition of breakpoints, which approach has been favorably recognized by relevant court decisions as one of the acceptable means of achieving economies of scale. The Trustees also noted that the New Fund’s proposed advisory fees are competitive against the New Fund’s peers. The Trustees then noted that they will have the opportunity to periodically re-examine whether the new Fund has achieved economies of scale, and the appropriateness of the investment advisory fees payable to Brown Advisory with respect to the New Fund, in the future at which time the implementation of fee breakpoints on the New Fund could be considered.

Benefits to Brown Advisory from its relationship with the New Fund (and any corresponding benefits to the New Fund). The Trustees concluded that other benefits that may be derived by Brown Advisory from its relationship with the New Fund, including any potential “soft dollar” benefits in connection with the New Fund’s brokerage transactions and use of the New Fund’s

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performance track record in advertising materials, are reasonable and fair, and consistent with industry practice and the best interests of the New Fund and its shareholders. In addition, the Trustees determined that the New Fund will benefit from its relationship with Brown Advisory by virtue of Brown Advisory’s provision of business management and shareholder services, in addition to investment advisory services, at a cost to the New Fund that is generally comparable to the costs of an outside service provider, which the Trustees determined to be reasonable, fair and in the best interests of the shareholders of the New Fund in light of the nature and quality of the services to be provided and the necessity of the services for the New Fund’s operations.

Other Considerations. In approving the adoption of the Investment Advisory Agreement, the Trustees determined that Brown Advisory has made a substantial commitment to the recruitment and retention of high quality personnel, and maintains the financial, compliance and operational resources reasonably necessary to manage the New Fund in a professional manner that is consistent with the best interests of the New Fund and its shareholders. The Board also considered the proposed level of the investment advisory fees, and the Board determined that the advisory fees fairly compensate Brown Advisory for the services that it is to perform pursuant to the Investment Advisory Agreement. The Trustees also concluded that Brown Advisory has made a significant entrepreneurial commitment to the management and success of the New Fund, which entails a substantial financial and professional commitment, including the Expense Limitation Agreement under which Brown Advisory has undertaken to waive a portion of its fees to the benefit of the New Fund’s shareholders to the extent necessary in accordance with the terms of the Expense Limitation Agreement. The Board also considered matters with respect to the brokerage practices of Brown Advisory, including its soft dollar arrangements and its best-execution procedures, and noted that these were reasonable and consistent with standard industry practice.

The Board also considered various matters with respect to the proposed distribution and shareholder servicing arrangements applicable to the New Fund and they considered the distribution fees and the non-distribution shareholder servicing fees payable with respect to certain of the share classes of the New Fund, including certain of such fees which may be payable to the Adviser for the shareholder administrative services that it proposes to provide to shareholders of the New Fund. The Board took note of the fact that the non-distribution related shareholder administrative fees payable to the Adviser are intended to compensate the Adviser for providing certain administrative services to those shareholders of the New Fund covered by the applicable servicing arrangements in the relevant share classes.

The Board also took into consideration the nature and extent of the business management fees payable to Brown Advisory by the New Fund pursuant to which Brown Advisory will provide certain business management services to the New Fund, which the Board approved based upon a finding that the business management fees to be charged are fair and reasonable in light of the usual and customary charges made by others for services of the same nature and quality and based upon the level and quality of business management services provided by Brown Advisory to the other Funds in the Trust.

It was noted that in making their determinations, the Trustees had considered and relied upon the materials provided to them at the Board meeting with respect to the proposed contract and the presentation of the representatives of Brown Advisory. In reaching their conclusion with respect to the approval of the adoption of the Investment Advisory Agreement and the level of fees to be paid under the Agreement, the Trustees did not identify any one single factor as being controlling, rather, the Trustees took note of a combination of factors that had influenced their decision making process. They noted the level and quality of investment advisory services provided by Brown Advisory to each of the other Funds in the Trust, and they found that these services will benefit the New Fund and its shareholders and also reflected management’s overall commitment to the growth and development of the New Fund.

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Information About Proxy Voting (Unaudited)

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free at (800) 540-6807 and by accessing the Funds’ website at www.brownadvisory.com/mf/how-to-invest (refer to Appendix B in the Statement of Additional Information). Furthermore, you can obtain the description on the SEC’s website at www.sec.gov.

Information regarding how the Funds voted proxies relating to portfolio securities during the year ended June 30 is available without charge, by calling toll-free at (800) 540-6807. In addition, you can obtain the Funds’ proxy voting records on the SEC’s website at www.sec.gov.

Information About the Portfolio Holdings (Unaudited)

The Funds file their complete schedule of portfolio holdings for their first and third fiscal quarters with the SEC on Form N-PORT. The Funds’ Form N-PORT is available without charge, upon request, by calling toll-free at (800) 540-6807. Furthermore, you can obtain the Form N-PORT on the SEC’s website at www.sec.gov. The Funds’ schedules of portfolio holdings are posted on their website at www.brownadvisory.com/mf/how-to-invest within ten business days after calendar quarter end.

Householding (Unaudited)

In an effort to decrease costs, the Funds will reduce the number of duplicate Prospectuses and annual and semi-annual reports that you receive by sending only one copy of each to those addresses shown by two or more accounts. Please call the Transfer Agent toll free at (800) 540-6807 to request individual copies of these documents. The Funds will begin sending individual copies 30 days after receiving your request. This policy does not apply to account statements.

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BROWN ADVISORY FUNDS

At Brown Advisory, we believe that you deserve frank and open communication on all aspects of our relationship. In this spirit, we provide this annual summary of our policies relating to confidentiality and privacy of client information, mutual funds, conflicts of interest, trading commissions, proxy voting and Form ADV annual notice.

CONFIDENTIALITY AND PRIVACY POLICY

Brown Advisory takes the confidentiality of your personal information and the privacy of your account very seriously. Our commitment to safeguard your personal information goes beyond our legal obligation to process your transactions accurately and securely. Whether we serve you online, in person, on the telephone or by mail, the principles that guide the way in which we conduct business are built upon the core values of trust and integrity.

We limit access to your personal information to only those employees with a business reason to know such information. We train and consistently remind all employees to respect client privacy and to recognize the importance of the confidentiality of such information. Those who violate our privacy policy are subject to disciplinary action. This commitment also applies to the sharing of information among Brown Advisory and its affiliates.

We maintain physical, electronic and procedural safeguards that comply with applicable laws and regulations to protect your personal information, including various measures to protect your personal information while it is stored electronically.

Federal law requires us to inform you that we have on record personal information about you and that we obtain such information from you directly (e.g., information you provide to us on account applications and other forms, such as your name, address, social security number, occupation, assets and income) and indirectly (e.g., information on our computer systems about your transactions with us, such as your account balance and account holdings). Any personal information you choose to provide is kept confidential and allows us to: (i) provide better and more complete investment and strategic advice; (ii) develop new services that meet additional needs you may have; and, (iii) comply with legal and regulatory requirements.

In addition, in the normal conduct of our business, it may become necessary for us to share information relating to our clients that we have on record, as described above, with companies not affiliated with us who are under contract to perform services on our behalf. For example, we have contracted with companies to assist us in complying with anti-terrorist and anti-money laundering statutory requirements (including the identification and reporting of activities that may involve terrorist acts or money laundering activities), companies that provide clearing services, and other vendors that provide services directly related to your account relationship with us. Our agreements with these companies require that they keep your information confidential and not use such information for any unrelated purpose.

We do not sell information about you to third parties, and we do not otherwise disclose information to third parties without your permission or unless required by law.

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INVESTMENT ADVISER

Brown Advisory LLC

901 South Bond Street, Suite 400

Baltimore, MD 21231

www.brownadvisory.com

DISTRIBUTOR

ALPS Distributors, Inc.

1290 Broadway, Suite 1100

Denver, CO 80203

CUSTODIAN

U.S. Bank, N.A.

Custody Operations

1555 North Rivercenter Drive, Suite 302

Milwaukee, WI 53212

TRANSFER AGENT

U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, WI 53201

(800) 540-6807

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tait, Weller & Baker LLP

Two Liberty Place

50 South 16th Street, Suite 2900

Philadelphia, PA 19102

LEGAL COUNSEL

Dechert LLP

1900 K Street, NW

Washington, DC 20006

	Institutional Shares		Investor Shares		Advisor Shares
	Symbol	CUSIP	Symbol	CUSIP	Symbol	CUSIP
Growth Equity Fund	BAFGX	115233702	BIAGX	115233504	BAGAX	115233603
Flexible Equity Fund	BAFFX	115233843	BIAFX	115233868	BAFAX	115233850
Equity Income Fund	BAFDX	115233660	BIADX	115233686	BADAX	115233678
Sustainable Growth Fund	BAFWX	115233207	BIAWX	115233306	BAWAX	115233405
Mid-Cap Growth Fund	BAFMX	115233413	BMIDX	115233439	—	—
Small-Cap Growth Fund	BAFSX	115233819	BIASX	115233835	BASAX	115233827
Small-Cap Fundamental Value Fund	BAUUX	115233777	BIAUX	115233793	BAUAX	115233785
Global Leaders Fund	BAFLX	115233355	BIALX	115233462	—	—
Intermediate Income Fund	—	—	BIAIX	115233744	BAIAX	115233736
Total Return Fund	BAFTX	115233538	BIATX	115233520	—	—
Strategic Bond Fund	BIABX	115233470	BATBX	115233710	—	—
Sustainable Bond Fund	BAISX	115233389	BASBX	115233447	—	—
Maryland Bond Fund	—	—	BIAMX	115233751	—	—
Tax-Exempt Bond Fund	BTEIX	115233371	BIAEX	115233108	—	—
Tax-Exempt Sustainable Bond Fund	—	—	BITEX	115233348	—	—
Mortgage Securities Fund	BAFZX	115233546	BIAZX	115233587	—	—
WMC Strategic European Equity Fund	BAFHX	115233629	BIAHX	115233611	BAHAX	115233595
Emerging Markets Select Fund	BAFQX	115233652	BIAQX	115233645	BAQAX	115233637
Beutel Goodman Large-Cap Value Fund	BVALX	115233421	—	—	—	—

This report is submitted for the general information of the shareholders of each Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which includes information regarding the Funds’ risks, objectives, fees and expenses, experience of their management, and other information.

BX-SEMIANNUAL

Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable for semi-annual reports.

Item 6. Investments.

(a)	Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

(b)	Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11. Controls and Procedures.

(a)

The Registrant’s Principal Executive Officer and Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934. Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b)

There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 13. Exhibits.

(a)	(1) Not applicable

(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c‑1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons. Not applicable to open-end investment companies.

(4) Change in the registrant’s independent public accountant. There was no change in the registrant’s independent public accountant for the period covered by this report.

(b)	Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. Furnished herewith.

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) Brown Advisory Funds

By (Signature and Title)* /s/ Paul J. Chew

Paul J. Chew, Principal Executive Officer

Date March 10, 2020

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/ Paul J. Chew

Paul J. Chew, Principal Executive Officer

Date March 10, 2020

By (Signature and Title)* /s/ Jason T. Meix

Jason T. Meix, Principal Financial Officer

Date March 10, 2020

* Print the name and title of each signing officer under his or her signature.

Brown Advisory Funds N-CSRSCertified semi-annual shareholder report (management investment company)