Brown Advisory Funds N-CSRS 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, 2021

Item 1. Reports to Stockholders.

(a) The registrant’s semi-annual report transmitted to shareholders pursuant to Rule 30e-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), is as follows:

SEMI-ANNUAL REPORT

December 31, 2021

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 Sustainable Small-Cap Core Fund

Brown Advisory Global Leaders Fund

Brown Advisory Intermediate Income Fund

Brown Advisory Total Return 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

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	9
Brown Advisory Mid-Cap Growth Fund	11
Brown Advisory Small-Cap Growth Fund	13
Brown Advisory Small-Cap Fundamental Value Fund	17
Brown Advisory Sustainable Small-Cap Core Fund	20
Brown Advisory Global Leaders Fund	23
Brown Advisory Intermediate Income Fund	26
Brown Advisory Total Return Fund	30
Brown Advisory Sustainable Bond Fund	36
Brown Advisory Maryland Bond Fund	41
Brown Advisory Tax-Exempt Bond Fund	45
Brown Advisory Tax-Exempt Sustainable Bond Fund	52
Brown Advisory Mortgage Securities Fund	57
Brown Advisory – WMC Strategic European Equity Fund	67
Brown Advisory Emerging Markets Select Fund	70
Brown Advisory – Beutel Goodman Large-Cap Value Fund	73
Statements of Assets and Liabilities	76
Statements of Operations	81
Statements of Changes in Net Assets	86
Financial Highlights	96
Notes to Financial Statements	104
Additional Information	118

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, 2021 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, 2021. 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

Absolute basis is to express as a fixed amount rather than referring to variable factors.

Absolute performance refers to the percentage rise or fall in the share price of a security over a stated period.

Absolute return refers to the percent amount that an asset rises or declines in value in a given period.

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).

American Rescue Plan (ARP) is a $1.9 trillion economic stimulus bill passed by the 117th United States Congress and signed into law by President Joe Biden on March 11, 2021, to speed up the United States’ recovery from the economic and health effects of the COVID-19 pandemic and the ongoing recession.

Bloomberg 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 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 US Aggregate Bond Index.

Bloomberg Mortgage Backed Securities Index is a market value-weighted index which covers the mortgage-backed securities component of the Bloomberg 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 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 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.

Consumer Price Index (CPI) is a measure that examines the weighted average of prices of a basket of consumer goods and services, such as transportation, food, and medical care. It is calculated by taking price changes for each item in the predetermined basket of goods and averaging them.

Coronavirus Aid, Relief, and Economic Security Act (CARES Act), also known as the CARES Act, is a $2.2 trillion economic stimulus bill passed by the 116th U.S. Congress and signed into law by President Donald Trump on March 27, 2020, in response to the economic fallout of the COVID-19 pandemic in the United States.

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

Credit spread is the difference in yield between a U.S. Treasury bond and another debt security of the same maturity but different credit quality. Credit spreads between U.S. Treasuries and other bond issuances are measured in basis points, with a 1% difference in yield equal to a spread of 100 basis points.

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.

GLOSSARY OF TERMS

Duration contribution equals the spread duration, or the measure of the sensitivity of the price of a bond or other debt instrument to a change in interest rates, of a security or market segment multiplied by the size of the allocation to it.

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.

Environmental, Social and Governance (ESG) is an evaluation of a firm’s collective conscientiousness for social and environmental factors. The criteria are a set of standards for a company’s operations that socially conscious investors use to screen potential investments. Environmental criteria consider how a company performs as a steward of nature. Social criteria examine how it manages relationships with employees, suppliers, customers, and the communities where it operates. Governance deals with a company’s leadership, executive pay, audits, internal controls, and shareholder rights.

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.

Free Cash Flow (FCF) Conversion represents the cash a company generates after accounting for cash outflows to support operations and maintain its capital assets. Unlike earnings or net income, free cash flow is a measure of profitability that excludes the non-cash expenses of the income statement and includes spending on equipment and assets as well as changes in working capital from the balance sheet.

Free Cash Flow (FCF) Yield is a financial ratio that compares the free cash flow per share a company is expected to earn against its market value per share. The ratio is calculated by taking the free cash flow per share divided by the current share price.

Global Financial Crisis refers to the financial crisis of 2007-2008, which was a severe worldwide economic crisis. Prior to the COVID-19 recession in 2020, it was considered by many economists to have been the most serious financial crisis since the Great Depression.

Government agency residential mortgage-backed security is an instrument whose principal and interest payments are guaranteed by a government agency such as the Federal National Mortgage Association (Fannie Mae) and the Federal Home Loan Mortgage Corporation (Freddie Mac).

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.

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.

Inflation rate refers to the rate of increase in prices over a given period of time. Inflation is typically a broad measure, such as the overall increase in prices or the increase in the cost of living in a country.

Internal rate of return (IRR) is a metric used in financial analysis to estimate the profitability of potential investments. IRR is a discount rate that makes the net present value (NPV) of all cash flows equal to zero in a discounted cash flow analysis.

Mandatory convertible is a bond issued by a company which must be converted into shares to common stock on or before a specific date.

Meme stocks are stocks that see dramatic price increases, mostly fueled by people on social media (primarily Reddit, Twitter and Tik Tok). These stocks rarely have company fundamentals that back the rise in price and are often highly volatile.

Mortgage-backed security (MBS) is an investment similar to a bond that is made up of a bundle of home loans bought from the banks that issued them. Investors in MBS receive periodic payments similar to bond coupon payments.

GLOSSARY OF TERMS

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.

Net present value (NPV) is the difference between the present value of cash inflows and the present value of cash outflows over a period of time. NPV is used in capital budgeting and investment planning to analyze the profitability of a projected investment or project.

90% active share is an active share that was developed to quantify the degree of active management and measures the fraction of portfolio (based on position weights) that differs from the benchmark index.  A portfolio with an active share of more than 60% is considered actively managed. Therefore, a 90% active share portfolio significantly differs from its index.

Positive Convexity is a measure describing the sensitivity of a bond’s duration to changes in yield where a fall in yields leads to a greater increase in price than price declines due to an increase in yields providing downside protection for investors.

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.

Quantitative Easing is an expansionary monetary policy implemented by a central bank aiming to increase the money supply and decrease interest rates by buying bonds in order to inject liquidity into the economy.

Relative performance measures how a stock is performing relative to a specific market or index.

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.

Risk-adjusted return refers to a calculation of the profit or potential profit from an investment that takes into account the degree of risk that must be accepted in order to achieve it. The risk is usually measured in comparison to U.S. Treasuries.

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.

Securitized credit refers to the transformation of illiquid, nonmarketed assets into liquid, marketable assets, or in other words, securities.

GLOSSARY OF TERMS

Sell-side research is investment research issued by an investment bank or brokerage firm that is circulated to the firm’s clients. The ultimate outcome of the research is to provide a report including a set of financial estimates, a price target, and a recommendation of a stock’s expected performance.

Standard deviation is a statistical measure of the extent to which returns of an asset vary from its average.

Sustainable Business Advantage Drivers (SBA Drivers) refers to characteristic determined to help drive material value for customers and meaningful differentiation versus peers, as well as strong ESG risk management.

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 concessions is when an investor gives up some yield by buying a lower yielding bond that if one were to invest in a higher yielding bond.

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, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory Growth Equity Fund – Investor Shares (the “Fund”) increased 5.64% in value. During the same period, the Russell 1000^® Growth Index (the “Index”), the Fund’s benchmark, increased 12.93%.

Despite the emergence of yet another COVID-19 variant, continued disruption across supply chain and labor markets, and mounting inflation, the benchmark Russell 1000 Growth Index continued to climb higher, ending the calendar year in historic territory. Record flows into ETFs continued to drive concentration and momentum in the largest Index constituents. The top 10 stocks now account for nearly half of Index market capitalization, contributing 68% of the return over this period. The Growth Equity Fund posted a respectable return but trailed the benchmark, which is disappointing but not surprising given the narrow breadth of the market. The portfolio has exposure to several of the stocks in the top 10, but it is at a meaningful underweight. As such, relative performance was hampered more by what we did not own within the top 10 constituents versus what we did own.

Technology was the biggest detractor to relative performance, primarily due to the mega-cap drag and a cyclical rotation out of mid-cap stocks, especially high-growth software and internet names. Several of the aforementioned top 10 stocks reside in the technology sector, which now comprises 46% of the benchmark. Roughly 23% of the portfolio overlaps with the Russell Mid-Cap^® Index. Supply chain and labor market issues weighed heavily on mid-caps, which began to sell off starting in October. In fact, the Russell Mid-Cap^® Growth Index underperformed the Russell 1000 Growth Index by over 1,080 basis points during this period. There were no meaningful changes with respect to company fundamentals within the portfolio mid-cap holdings during this time period, yet several of them were caught in the rotation. Coupa Software, Veeva Systems and Pinterest Inc., which are new holdings within the last 12 months, were all down meaningfully. Coupa and Veeva gave conservative guidance in light of the cloudy macro conditions, and Pinterest engagement numbers were weak. In our view, none of these factors warranted the severe price reaction that the stocks experienced. We continue to find these names attractive investment opportunities and have been adding to them on weakness.

Health care provided the highest positive sector contribution to the Fund’s return. All but one of the portfolio holdings in health care delivered a positive contribution. The lone negative contributor was Veeva Systems, which trades more closely with its software peers than it does to the health care sector. Dexcom, Thermo Fisher Scientific and Zoetis were the most notable in terms positive contributors. The Dexcom management team continues to execute on its strategic priorities, such as increasing access and lowering the out-of-pocket costs for its industry-leading glucose monitors. COVID-19 has only increased the awareness and importance of properly managing diabetes with glucose monitoring. The insulin-dependent type 2 diabetes market remains an underpenetrated market for Dexcom and with its next-generation model slated to come to market in the near future, we believe that it is positioned well going forward.

The upward trend of the U.S. stock market, especially within the large-cap growth segment, has now reached historic levels. The last time the trailing 10-year compounded return for the Russell 1000 Growth Index was in the 20% range (currently 19.8%) as of December 31, was during the dot-com era of the late 1990s. From a historical perspective, this strategy tends to keep up, but underperformance is more common when the market is driven by a small group of momentum stocks and absolute returns are near historic levels, such as in the late 1990s. While the strategy did not have a 10-year track record at that point, the quarterly underperformance was worse than recent quarters. When the correction ultimately came, it was swift and vociferous, and we believe the portfolio performed well on a relative basis. A more recent example happened during the meaningful market drawdown in the early days of COVID-19, where the portfolio outperformed the Index. While it is impossible to predict when, we expect at some point, markets will revert to more normalized levels, which will likely involve a correction. While market cycles are never exactly the same, our process remains consistent, and we continue to find stocks of companies with best in breed business models that are trading at valuations that we believe offer investors more upside potential relative to downside risk. The strategy has proven to be resilient over the course of two and a half decades and several market cycles, but there are times like these that underperformance is inevitable.

Sincerely,

Kenneth M. Stuzin, CFA

Portfolio Manager

www.brownadvisory.com/mf

1

Brown Advisory Growth Equity Fund

A Message to Our Shareholders

December 31, 2021

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.

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.

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

www.brownadvisory.com/mf

2

Brown Advisory Growth Equity Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Common Stocks — 93.7%
Communication Services — 8.8%
	58,575	Alphabet, Inc. — Class C*		169,492,034
	707,083	Match Group, Inc.*		93,511,727
	1,508,466	Pinterest, Inc.*		54,832,739
				317,836,500
Consumer Discretionary — 7.0%
	33,471	Amazon.com, Inc.*		111,603,694
	1,147,361	Chewy, Inc.*		67,659,878
	187,955	Lululemon Athletica, Inc.*		73,574,985
				252,838,557
Consumer Staples — 7.9%
	849,980	Brown-Forman Corp.		61,929,543
	177,978	Costco Wholesale Corp.		101,038,110
	336,323	Estee Lauder Companies, Inc.		124,506,775
				287,474,428
Health Care — 21.7%
	217,886	DexCom, Inc.*		116,993,888
	990,303	Edwards Lifesciences Corp.*		128,293,754
	442,852	Intuitive Surgical, Inc.*		159,116,723
	228,185	Thermo Fisher Scientific, Inc.		152,254,159
	395,004	Veeva Systems, Inc.*		100,915,622
	534,577	Zoetis, Inc.		130,452,825
				788,026,971
Industrials — 10.3%
	269,059	Cintas Corp.		119,238,877
	352,415	IDEX Corp.		83,282,713
	375,266	L3Harris Technologies, Inc.		80,021,722
	183,127	Roper Technologies, Inc.		90,072,846
				372,616,158
Information Technology — 34.7%
	182,805	Adobe, Inc.*		103,661,403
	409,703	Autodesk, Inc.*		115,204,387
	326,286	Coupa Software, Inc.*		51,569,502
	248,461	Intuit, Inc.		159,815,084
	330,852	MasterCard, Inc.		118,881,741
	521,381	Microsoft Corp.		175,350,858
	621,152	NXP Semiconductors NV		141,486,003
	534,577	PayPal Holdings, Inc.*		100,810,531
	267,849	ServiceNow, Inc.*		173,863,464
	84,000	Shopify, Inc.*		115,700,760
				1,256,343,733
Materials — 3.3%
	342,438	Sherwin-Williams Co.		120,592,966
Total Common Stocks (Cost $1,587,074,558)				3,395,729,313
Real Estate Investment Trusts — 3.5%
	324,737	SBA Communications Corp.		126,329,188
Total Real Estate Investment Trusts (Cost $29,911,853)				126,329,188
Short-Term Investments — 2.8%
Money Market Funds — 2.8%
	101,335,814	First American Government
		Obligations Fund — Class Z, 0.02%#		101,335,814
Total Short-Term Investments (Cost $101,335,814)				101,335,814
Total Investments — 100.0% (Cost $1,718,322,225)				3,623,394,315
Other Assets in Excess of Liabilities — 0.0%				720,639
NET ASSETS — 100.0%			$	3,624,114,954

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

PORTFOLIO HOLDINGS

% of Net Assets

Information Technology	34.7	%
Health Care	21.7	%
Industrials	10.3	%
Communication Services	8.8	%
Consumer Staples	7.9	%
Consumer Discretionary	7.0	%
Real Estate Investment Trusts	3.5	%
Materials	3.3	%
Money Market Funds	2.8	%
Other Assets and Liabilities	0.0	%
	100.0	%

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

www.brownadvisory.com/mf

3

Brown Advisory Flexible Equity Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory Flexible Equity Fund – Investor Shares (the “Fund”) increased 5.82% in value. During the same period, the S&P 500^® Index (the “Index”), the Fund’s benchmark, increased 11.67%.

The Fund’s return for the three-month period ended December 31, 2021, lagged in comparison to the benchmark S&P 500 Index gain. This caused our six-month result to meaningfully lag the return produced by the S&P 500 Index. While no strategy wins all the time, the Fund’s strategy continues to maintain positive performance relative to the benchmark over time, as shown in the performance tables in the accompanying pages.

The U.S. economy is on an improving footing today after defying expectations and recovering strongly from one of the deepest downturns in modern history. The current economic data is strong and in sharp contrast to the data just 18 months ago. The unemployment rate in the U.S. dropped to 4.2% in November, closing in on maximum employment, and a far cry from the highs of 14.8% witnessed in April 2020. The economy was on track to grow at an annual rate of 6–7% during the fourth quarter of 2021. Similar growth is expected for the first quarter of 2022, which again is a dramatic reversal from the 31% decline in real GDP that occurred during the second quarter of 2020.

If one were to go only by the strong equity market returns of the last couple of years, +28.7% in 2021 and +18.4% in 2020, one might easily conclude that the economy and the society at large are, or will soon be, past the tremendous hardships and pandemic related uncertainty, and that the economic prospects from here on will only be bright. This scenario cannot be ruled out. However, we believe there are some existing and potential new risks that pose a challenge to this outlook. For instance, the virus continues to circulate in the form of new variants, straining the public health system and the global economy at large. We still don’t know the extent of exacerbation of the already existing labor and supply shortages due to the fast-spreading Omicron variant. In addition, serious inflation worries have cropped up, which the U.S. economy has not had to contend with for decades.

Earlier in 2021, many pundits and the Fed dismissed the prospects of inflation. When inflation started cropping up, it was characterized as “transient,” caused by supply chain disruptions that would autocorrect soon. By the end of the year, however, this sentiment shifted dramatically, with inflation feared as being more “persistent.” If the inflationary pressure was to escalate and last much longer, it could have widespread implications on purchasing power of the masses, corporate profitability, interest rates and, therefore, asset prices.

There are some lessons to be drawn here. We believe the most meaningful one is that it is difficult to make accurate economic forecasts and predictions on what gains the equity markets will post in a year or, for that matter, any shorter-term time horizon. Time and again, it has been proven that these are mostly futile exercises. Predicting the performance of the Fund relative to its benchmark is no different. The Fund performed well coming out of the lows of March 2020, and its returns exceeded those of the S&P 500 Index through the first half of 2021. What’s interesting is that our holdings did not change meaningfully from the first half of the year to the second, yet the relative performance swung.

In the short term, we believe that we have no control over our relative performance, as it is determined by the market prices of securities held when the Fund’s portfolio is measured. Over the longer term, though, we believe that our approach of looking for fundamentally sound businesses that are likely to compound in value over time and are available at compelling prices does produce attractive returns.

The biggest contributors to returns in the six-month period were Microsoft Corp., a leading technology services and software business; Apple Inc., a manufacturer of various personal digital, computing and communications devices; Lowe’s Companies, a home improvements retailer; UnitedHealth Group, a managed care company; and Edwards Lifesciences, a manufacturer and marketer of medical devices to treat late-stage cardiovascular disease. Microsoft’s business momentum remains strong, and we believe the company continues to execute well. Apple reported better-than-expected November data on the iPhone despite difficulties in the Asian supply chain. New product introductions, including an augmented reality platform to be released later next year or early 2023, generated investor excitement. Lowe’s posted strong sales and earnings growth, as well as profitability exceeding analysts’ estimates. Both the do-it-yourself (DIY) and Pros businesses performed well. UnitedHealth Group increased its earnings guidance for 2022, and the company continues to invest in innovation to improve the patient experience. Edwards Lifesciences’ annual investor meeting presentation was well-received by investors. The company offered financial guidance for metrics in 2022 that was within the range or better than expectations. We believe the future growth potential is strong for transcatheter aortic valve replacement therapy as the market continues to expand.

www.brownadvisory.com/mf

4

Brown Advisory Flexible Equity Fund

A Message to Our Shareholders

December 31, 2021

The stocks that hurt the Fund’s performance the most were Pinterest, a pinboard-style photo sharing website; PayPal Holdings, a digital payments company; Alibaba, one of the largest Chinese e-commerce companies; Bed Bath & Beyond, a leading home goods retailer; and Visa, a global payments network. Pinterest declined as investors were concerned about the growth in its monthly active user base. We believe that the social media platform can grow and become more profitable with the increase in global digital advertising spend. PayPal Holdings declined with the return of in-person shopping, supply chain constraints and lack of a strong recovery in travel. The company revised its outlook to slightly lower revenue and earnings growth than previously expected—18% versus 20% and 19% versus 21%, respectively. Alibaba is facing a more challenging environment than in the past due to maturing e-commerce penetration, a slowing Chinese economy, sweeping regulatory changes and stiffer competition. Investors also fear the evolving regulatory landscape for Chinese companies listed in the U.S. Such worries notwithstanding, we think that Alibaba has defensible moats in both its e-commerce and fast-growing Cloud businesses. We have continued to hold on to our shares, as we believe the stock is trading at a price meaningfully below our assessment of its intrinsic value. Bed Bath & Beyond is in the midst of massive turnaround led by a new senior management team. Quarterly results have missed analysts’ estimates, and the company lowered guidance. Visa’s shares were impacted by the lack of return of cross-border travel—which is a meaningful profit and growth driver—as the pandemic and associated lockdowns have continued to protract. There are some additional secular worries related to the fast-evolving fintech landscape and newer forms of payments (e.g., buy now pay later, account-to-account, digital currencies) and the emergence of alternative rails (e.g., real-time payment networks). We continue to watch these developments carefully. So far, our assessment is that these lesser-developed, newer forms of payment do not pose an imminent economic threat to the network.

We don’t get fazed when a stock within our portfolio underperforms in the short term. Oftentimes, there are valid reasons for price adjustment, and we take the time to understand them. If we determine that investor fears are shorter term in nature and we have confidence in the long-term prospects of the business overall, we actively consider adding to our position as long as the price we are currently paying is more favorable than elsewhere in the portfolio.

There were no new investments added to the Fund’s portfolio since our June 30, 2021, annual report to shareholders. We eliminated two—Conagra Brands and General Dynamics—in favor of reinvesting the proceeds into more attractive opportunities already in our portfolio.

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 should 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’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.

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.

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

www.brownadvisory.com/mf

5

Brown Advisory Flexible Equity Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Common Stocks — 95.0%
Communication Services — 12.9%
	5,792	Alphabet, Inc. — Class A*		16,779,656
	11,348	Alphabet, Inc. — Class C*		32,836,459
	69,114	Meta Platforms, Inc.*		23,246,494
	194,469	Pinterest, Inc.*		7,068,948
	60,599	T-Mobile US, Inc.*		7,028,272
	59,711	Walt Disney Co.*		9,248,637
				96,208,466
Consumer Discretionary — 15.0%
	61,642	Alibaba Group Holding, Ltd. ADR*		7,322,453
	5,956	Amazon.com, Inc.*		19,859,329
	347,055	Bed Bath & Beyond, Inc.*		5,060,062
	7,860	Booking Holdings, Inc.*		18,857,948
	64,859	Bright Horizons Family Solutions, Inc.*		8,164,451
	150,568	CarMax, Inc.*		19,608,471
	89,709	Lowe’s Companies, Inc.		23,187,982
	130,334	TJX Companies, Inc.		9,894,957
				111,955,653
Consumer Staples — 1.6%
	469,260	Nomad Foods, Ltd.*		11,914,511
Energy — 1.6%
	470,221	Suncor Energy, Inc.		11,769,632
Financials — 17.4%
	73,138	Ameriprise Financial, Inc.		22,062,809
	474,874	Bank of America Corp.		21,127,144
	86,860	Berkshire Hathaway, Inc.*		25,971,140
	88,014	Blackstone, Inc.		11,388,131
	113,473	CIT Group, Inc.		5,825,704
	7,173	First Citizens BancShares, Inc.		5,952,442
	122,422	JPMorgan Chase & Co.		19,385,524
	249,805	KKR & Co., Inc.		18,610,473
				130,323,367
Health Care — 11.2%
	49,187	Agilent Technologies, Inc.		7,852,705
	35,679	Anthem, Inc.		16,538,644
	201,808	Edwards Lifesciences Corp.*		26,144,226
	91,066	Merck & Co., Inc.		6,979,298
	52,974	UnitedHealth Group, Inc.		26,600,364
				84,115,237
Industrials — 6.5%
	60,331	Canadian National Railway Co.		7,412,267
	258,385	Carrier Global Corp.		14,014,803
	92,642	Otis Worldwide Corp.		8,066,339
	128,791	Stericycle, Inc.*		7,681,095
	34,908	United Rentals, Inc.*		11,599,579
				48,774,083
Information Technology — 28.8%
	32,009	Accenture PLC		13,269,331
	60,767	Analog Devices, Inc.		10,681,016
	180,256	Apple, Inc.		32,008,058
	21,853	Intuit, Inc.		14,056,287
	87,883	MasterCard, Inc.		31,578,119
	154,197	Microsoft Corp.		51,859,535
	67,303	PayPal Holdings, Inc.*		12,692,000
	139,142	Taiwan Semiconductor
		Manufacturing Co., Ltd. ADR		16,740,174
	148,381	Visa, Inc.		32,155,646
				215,040,166
Total Common Stocks (Cost $264,068,638)				710,101,115
Real Estate Investment Trusts — 2.5%
	35,193	Crown Castle International Corp.		7,346,187
	30,249	SBA Communications Corp.		11,767,466
Total Real Estate Investment Trusts (Cost $7,142,841)				19,113,653
Short-Term Investments — 2.1%
Money Market Funds — 2.1%
	15,742,193	First American Government
		Obligations Fund — Class Z, 0.02%#		15,742,193
Total Short-Term Investments (Cost $15,742,193)				15,742,193
Total Investments — 99.6% (Cost $286,953,672)				744,956,961
Other Assets in Excess of Liabilities — 0.4%				2,623,893
NET ASSETS — 100.0%			$	747,580,854

* 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	28.8	%
Financials	17.4	%
Consumer Discretionary	15.0	%
Communication Services	12.9	%
Health Care	11.2	%
Industrials	6.5	%
Real Estate Investment Trusts	2.5	%
Money Market Funds	2.1	%
Consumer Staples	1.6	%
Energy	1.6	%
Other Assets and Liabilities	0.4	%
	100.0	%

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

www.brownadvisory.com/mf

6

Brown Advisory Equity Income Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory Equity Income Fund – Investor Shares (the “Fund”) increased 11.64% in value. During the same period, the S&P 500^® Index (the “Index”), the Fund’s benchmark, increased 11.67%.

U.S. stocks performed well over the past six months, and all the Index’s sectors rose during the period. Notably, stock prices rose consistently despite investor concerns about rising inflation and interest rates, as well as the emergence of a highly contagious variant of the COVID-19 virus during the period.

In terms of sector performance, information technology and financial stocks performed the best on a relative basis for the Fund during the period. Among IT sector holdings, Microsoft and Accenture benefited from strong customer demand for their enterprise cloud computing products and services, which drove impressive revenue growth at both companies. Additionally, technology maker Apple gained because of healthy consumer demand for its newest iPhone model. In financials, alternative asset manager Blackstone was a standout performer for the Fund during the period. The company successfully broadened its product portfolio over the past several years, and that strategy has contributed to an accelerated earnings growth rate and higher multiple for the stock.

In contrast, the health care and consumer staples sectors detracted the most from the Fund’s relative performance during the period. Medical device supplier Medtronic struggled to grow its sales as hospitals worldwide contended with COVID-19 cases and staffing challenges. Also, the company experienced some setbacks related to its new product pipeline during the period. In consumer staples, many of the Fund’s holdings were negatively impacted by widely reported global supply chain constraints and rising input costs. Cleaning supplies provider Clorox was eliminated from the Fund after the company forecasted disappointing near-term earnings because of the severity of its individual supply chain challenges.

Other deletions to the Fund during the period were railroad company Canadian National Railway and toys and games maker Hasbro. Canadian National was eliminated after announcing that its CEO will step down amid pressure from an activist investor, while Hasbro was eliminated because of a weakening outlook for long-term earnings and dividend growth at the company. CVS Health was the sole addition to the Fund during the period. We believe that the pharmacy and health services company offers an attractive investment combination of financial strength, accelerating earnings and dividend growth, and reasonable valuation.

Many of the Fund’s holdings meaningfully increased their dividend payouts during the period, demonstrating the ability of high-quality businesses to adjust and adapt to changing macroeconomic conditions. Looking ahead, there is potential for further dividend increases based on favorable long-term earnings and cash flow growth outlooks. As always, the Fund’s ultimate goal is to construct the best possible portfolio of investments offering above-average dividend yields with attractive future growth potential at reasonable valuations.

Sincerely,

Brian Graney, CFA

Portfolio Manager

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.

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.

Because the Fund’s ESG criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to the funds that do not use these criteria.

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

www.brownadvisory.com/mf

7

Brown Advisory Equity Income Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Common Stocks — 92.0%
Communication Services — 2.0%
	36,407	Comcast Corp.		1,832,364
Consumer Discretionary — 12.9%
	18,720	Best Buy Co., Inc.		1,901,952
	6,947	Home Depot, Inc.		2,883,075
	7,658	Lowe’s Companies, Inc.		1,979,440
	9,318	McDonald’s Corp.		2,497,876
	12,596	Target Corp.		2,915,218
				12,177,561
Consumer Staples — 5.5%
	16,683	Procter & Gamble Co.		2,729,005
	42,043	Reynolds Consumer Products, Inc.		1,320,150
	21,565	Unilever PLC ADR		1,159,982
				5,209,137
Energy — 1.6%
	95,970	Kinder Morgan, Inc.		1,522,084
Financials — 17.3%
	11,104	Ameriprise Financial, Inc.		3,349,633
	52,909	Bank of America Corp.		2,353,921
	24,578	Blackstone, Inc.		3,180,147
	10,866	Chubb Ltd.		2,100,507
	4,380	Erie Indemnity Co.		843,851
	17,409	JPMorgan Chase & Co.		2,756,715
	8,955	T. Rowe Price Group, Inc.		1,760,911
				16,345,685
Health Care — 16.6%
	18,050	AbbVie, Inc.		2,443,970
	20,226	CVS Health Corp.		2,086,514
	14,856	Gilead Sciences, Inc.		1,078,694
	10,364	Johnson & Johnson		1,772,970
	15,372	Medtronic PLC		1,590,233
	36,491	Merck & Co., Inc.		2,796,670
	20,798	Novartis AG ADR		1,819,201
	4,171	UnitedHealth Group, Inc.		2,094,426
				15,682,678
Industrials — 5.7%
	6,989	Cummins, Inc.		1,524,581
	4,101	L3Harris Technologies, Inc.		874,497
	6,863	Otis Worldwide Corp.		597,561
	11,313	United Parcel Service, Inc.		2,424,829
				5,421,468
Information Technology — 24.3%
	5,691	Accenture PLC		2,359,204
	6,026	Analog Devices, Inc.		1,059,190
	33,924	Apple, Inc.		6,023,885
	13,614	Automatic Data Processing, Inc.		3,356,940
	55,531	Cisco Systems, Inc.		3,519,000
	19,738	Microsoft Corp.		6,638,284
				22,956,503
Materials — 4.2%
	22,974	Dow, Inc.		1,303,085
	7,644	Linde PLC		2,648,111
				3,951,196
Utilities — 1.9%
	22,877	Dominion Energy, Inc.		1,797,217
Total Common Stocks (Cost $39,408,273)				86,895,893
Preferred Stocks — 1.5%
Financials — 0.8%
	7,714	KKR & Co., Inc. — Series C, 6.00%		718,559
Health Care — 0.7%
	13,168	Becton, Dickinson & Co. Depositary Shares^		694,612
Total Preferred Stocks (Cost $1,068,723)				1,413,171
Real Estate Investment Trusts — 4.0%
	7,686	American Tower Corp.		2,248,155
	18,817	W.P. Carey, Inc.		1,543,935
Total Real Estate Investment Trusts (Cost $1,865,749)				3,792,090
Short-Term Investments — 2.4%
Money Market Funds — 2.4%
	2,282,359	First American Government
		Obligations Fund — Class Z, 0.02%#		2,282,359
Total Short-Term Investments (Cost $2,282,359)				2,282,359
Total Investments — 99.9% (Cost $44,625,104)				94,383,513
Other Assets in Excess of Liabilities — 0.1%				126,877
NET ASSETS — 100.0%			$	94,510,390

ADR — American Depositary Receipt

^	Each depositary share represents 1/20th interest in a share of Becton, Dickinson and Co. 6.00% Mandatory Convertible Preferred Stock, Series B. Each outstanding depositary share will automatically convert on June 1, 2023 into a number of shares of common stock. Refer to the company’s filings at sec.gov for additional information.
#	Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Information Technology	24.3	%
Financials	18.1	%
Health Care	17.3	%
Consumer Discretionary	12.9	%
Industrials	5.7	%
Consumer Staples	5.5	%
Materials	4.2	%
Real Estate Investment Trusts	4.0	%
Money Market Funds	2.4	%
Communication Services	2.0	%
Utilities	1.9	%
Energy	1.6	%
Other Assets and Liabilities	0.1	%
	100.0	%

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

www.brownadvisory.com/mf

8

Brown Advisory Sustainable Growth Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory Sustainable Growth Fund – Institutional Shares (the “Fund”) increased 14.45% in value. During the same period, the Russell 1000^® Growth Index (the “Index”), the Fund’s benchmark, increased 12.93%.

The third and fourth quarters evoked market sentiments that could describe the entire year: a hopeful start, fueled by fast-growing companies with products and services that have helped make these past two pandemic years safer and more productive for their customers. Then, the realities of supply chain constraints, “the great resignation” labor shortages and fears around inflation set in as a new COVID-19 variant was introduced. Despite this environment, we continue to find opportunities to upgrade the portfolio in times of uncertainty and volatility.

From a sector perspective, the Fund benefited from strong results in health care names, where we have been overweight compared to the benchmark for years. In contrast, the benchmark experienced strong results in consumer discretionary, where the Fund underperformed.

Notable in this period is the underperformance of Chegg, an education technology company. The stock fell dramatically after reporting disappointing earnings in the third quarter, violating our thesis and leading to an exit of the name. We got two critical factors wrong in this thesis: the persistence and strength of the secular growth opportunity in the study and skills-based market, and the company’s ability to penetrate that market.

Marvell Technology, a semiconductor company, was the top contributor to performance. Over the last five years, management has built Marvell into a one-stop shop for data infrastructure via acquisition and internal development.

We added Enphase Energy in the third quarter. In 2008, Enphase introduced microinverter technology for photovoltaic systems. Relative to string inverters, microinverters increase the output, reliability and safety of residential solar systems. We believe that Enphase has an attractive, asset-light business model that generates strong cash flow while playing a mission-critical role in decarbonizing the economy. Pursuant to our sell discipline, we exited Accenture to upgrade the portfolio by making room for Enphase.

Reflecting on what was another challenging year in 2021, we are grateful for the trust our clients place in us to find the best investments in our universe at the intersection of strong fundamentals, sustainable business advantages and attractive valuations.

Sincerely,

David Powell, CFA and Karina Funk, CFA

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.

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.

Because the Fund’s ESG criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to the funds that do not use these criteria.

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

www.brownadvisory.com/mf

9

Brown Advisory Sustainable Growth Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Common Stocks — 94.2%
Communication Services — 4.4%
	112,121	Alphabet, Inc. — Class A*		324,819,022
Consumer Discretionary — 12.5%
	77,174	Amazon.com, Inc.*		257,324,355
	645,060	Etsy, Inc.*		141,229,436
	438,292	Home Depot, Inc.		181,895,563
	1,128,492	NIKE, Inc.		188,085,762
	1,345,453	Starbucks Corp.		157,377,638
				925,912,754
Financials — 2.7%
	321,802	MSCI, Inc.		197,164,867
Health Care — 24.2%
	209,681	Bio-Rad Laboratories, Inc.*		158,428,673
	950,845	Danaher Corp.		312,837,514
	1,466,311	Edwards Lifesciences Corp.*		189,960,590
	403,345	IDEXX Laboratories, Inc.*		265,586,549
	420,818	Thermo Fisher Scientific, Inc.		280,786,602
	645,060	UnitedHealth Group, Inc.		323,910,428
	541,380	West Pharmaceutical Services, Inc.		253,912,634
				1,785,422,990
Industrials — 7.5%
	497,992	Enphase Energy, Inc.*		91,102,656
	2,569,958	Fortive Corp.		196,062,096
	1,167,807	Verisk Analytics, Inc.		267,112,495
				554,277,247
Information Technology — 40.8%
	388,784	Adobe, Inc.*		220,463,855
	991,616	Analog Devices, Inc.		174,296,344
	690,200	Autodesk, Inc.*		194,077,338
	816,882	Block, Inc.*		131,934,612
	1,252,262	Cadence Design Systems, Inc.*		233,359,024
	3,075,321	Dynatrace, Inc.*		185,595,622
	497,992	Intuit, Inc.		320,318,414
	2,689,450	Marvell Technology, Inc.		235,299,981
	1,062,966	Microsoft Corp.		357,496,725
	407,713	Monolithic Power Systems, Inc.		201,137,054
	920,267	NVIDIA Corp.		270,659,728
	324,714	ServiceNow, Inc.*		210,775,105
	1,278,472	Visa, Inc.		277,057,667
				3,012,471,469
Materials — 2.1%
	678,551	Ecolab, Inc.		159,181,279
Total Common Stocks (Cost $4,015,188,193)				6,959,249,628
Real Estate Investment Trusts — 4.0%
	1,026,563	American Tower Corp.		300,269,677
Total Real Estate Investment Trusts (Cost $220,534,811)				300,269,677
Short-Term Investments — 1.5%
Money Market Funds — 1.5%
	109,802,016	First American Government
		Obligations Fund — Class Z, 0.02%#		109,802,016
Total Short-Term Investments (Cost $109,802,016)				109,802,016
Total Investments — 99.7% (Cost $4,345,525,020)				7,369,321,321
Other Assets in Excess of Liabilities — 0.3%				20,082,011
NET ASSETS — 100.0%			$	7,389,403,332

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

PORTFOLIO HOLDINGS

% of Net Assets

Information Technology	40.8	%
Health Care	24.2	%
Consumer Discretionary	12.5	%
Industrials	7.5	%
Communication Services	4.4	%
Real Estate Investment Trusts	4.0	%
Financials	2.7	%
Materials	2.1	%
Money Market Funds	1.5	%
Other Assets and Liabilities	0.3	%
	100.0	%

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

www.brownadvisory.com/mf

10

Brown Advisory Mid-Cap Growth Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory Mid-Cap Growth Fund – Investor Shares (the “Fund”) decreased 1.85% in value. During the same period, the Russell Midcap^® Growth Index (the “Index”), the Fund’s benchmark, increased 2.07%.

The Fund seeks to produce attractive, risk-adjusted returns over a full market cycle by owning companies that we believe are well-positioned to grow their enterprise value meaningfully (or compound) over time. We define a firm’s potential to compound with a set of traits we call the three Gs—durable growth, sound governance and scalable go-to-market strategies. This philosophy typically leads us to own higher-quality, less-cyclical businesses. Finally, we strive to mitigate risk through deep due diligence, a valuation sensitivity, and by employing a structured sell discipline.

During the second half of 2021, the economy continued to recover, inflation ticked up and the U.S. 10-year Treasury yield climbed modestly. With that backdrop, cyclicals, rate-sensitive businesses and high-growth tech drove U.S. equity returns. Large-caps outperformed small-caps meaningfully. In fact, the Russell 1000^® Growth Index beat its value counterpart by approximately 6% during the period, and it beat the Russell 2000^® Growth Index by more than 18% as mega-cap tech stocks continued to march higher. In a twist, however, value outpaced growth in the mid- and small-cap ranges, driven more by cyclicals and rate-sensitive businesses. The strategy performed largely as expected given our overweight to small caps (approximately one-third of the Midcap Growth portfolio overlaps with our Small-Cap Growth portfolio) and our traditional growth approach. In aggregate, our holdings felt stuck in the middle, while more attractive gains were generally found more often in the extremes.

From an individual stock perspective, one of our largest positions, Marvell, benefited from strong demand for semiconductors, key design wins and exposure to secular growth areas, like 5G and data center. In health care, aortic heart valve maker Edwards Lifesciences’ stock price rose as demand for its heart valving systems proved nondeferrable, even with stress on hospitals from new COVID-19 waves. Our two largest detractors in the period faced difficult comparisons from 2020’s COVID-19 environment, resulting in declining user engagement in the short term and lower stock prices. Pinterest’s monthly active user growth stagnated following a pandemic boost, but its fundamental results have been mostly better than we originally forecasted. Mobile game operator Zynga’s cohort of newly acquired users during COVID-19 churned above historical trends, causing a near-term hiccup in growth. Subsequent to the end of this semiannual period, Take-Two Interactive offered to acquire Zynga at a more than 50% premium to its stock price as of December 31, 2021.

The Fund added 12 new investments during the period, including seven in technology, four in health care and one in the industrials vertical. The Fund exited 13 investments during the period to fund those opportunities.

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, CFA

Portfolio Manager

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.

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.

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

www.brownadvisory.com/mf

11

Brown Advisory Mid-Cap Growth Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Common Stocks — 94.3%
Communication Services — 8.7%
	22,022	Liberty Broadband Corp.*		3,543,340
	39,031	Match Group, Inc.*		5,161,849
	100,494	Pinterest, Inc.*		3,652,957
	17,420	SentinelOne, Inc.*		879,536
	370,258	Zynga, Inc.*		2,369,651
				15,607,333
Consumer Discretionary — 13.0%
	75,021	ACV Auctions, Inc.*		1,413,396
	29,457	Bright Horizons Family Solutions, Inc.*		3,708,047
	2,136	Chipotle Mexican Grill, Inc.*		3,734,262
	11,175	Etsy, Inc.*		2,446,655
	10,213	Lululemon Athletica, Inc.*		3,997,878
	37,552	National Vision Holdings, Inc.*		1,802,120
	29,992	Shift4 Payments, Inc.*		1,737,437
	10,682	Ulta Beauty, Inc.*		4,404,616
				23,244,411
Consumer Staples — 2.2%
	14,544	Brown-Forman Corp.		1,059,676
	14,955	Casey’s General Stores, Inc.		2,951,369
				4,011,045
Financials — 2.1%
	50,863	KKR & Co., Inc.		3,789,294
Health Care — 21.6%
	5,574	Alnylam Pharmaceuticals, Inc.*		945,239
	2,020	argenx SE ADR*		707,384
	12,736	Ascendis Pharma A/S ADR*		1,713,374
	10,423	Biohaven Pharmaceutical Holding Co., Ltd.*		1,436,394
	4,766	Bio-Rad Laboratories, Inc.*		3,601,048
	9,614	Blueprint Medicines Corp.*		1,029,755
	35,251	Catalent, Inc.*		4,513,185
	9,539	Charles River Laboratories International, Inc.*		3,594,104
	46,015	Edwards Lifesciences Corp.*		5,961,244
	21,939	HealthEquity, Inc.*		970,581
	19,474	Inari Medical, Inc.*		1,777,392
	15,612	Natera, Inc.*		1,458,005
	38,949	NeoGenomics, Inc.*		1,328,940
	37,059	Oak Street Health, Inc.*		1,228,135
	13,640	Teleflex, Inc.		4,480,467
	15,284	Veeva Systems, Inc.*		3,904,756
				38,650,003
Industrials — 18.2%
	8,217	Cintas Corp.		3,641,528
	50,042	CoStar Group, Inc.*		3,954,819
	14,133	Equifax, Inc.		4,138,001
	101,809	IAA, Inc.*		5,153,572
	12,901	IDEX Corp.		3,048,764
	12,326	SiteOne Landscape Supply, Inc.*		2,986,343
	17,749	Verisk Analytics, Inc.		4,059,729
	40,838	Waste Connections, Inc.		5,564,994
				32,547,750
Information Technology — 25.6%
	14,626	Autodesk, Inc.*		4,112,684
	90,162	AvidXchange Holdings, Inc.*		1,357,840
	14,631	Coupa Software, Inc.*		2,312,430
	67,955	Dynatrace, Inc.*		4,101,084
	11,841	Elastic NV*		1,457,509
	4,848	Fair Isaac Corp.*		2,102,432
	81,513	Genpact, Ltd.		4,326,710
	22,432	GoDaddy, Inc.*		1,903,580
	7,724	Jack Henry & Associates, Inc.		1,289,831
	8,546	KLA Corp.		3,675,720
	53,000	Marvell Technology, Inc.		4,636,970
	28,184	nCino, Inc.*		1,546,174
	15,201	NXP Semiconductors NV		3,462,484
	17,763	Okta, Inc.*		3,981,932
	40,517	Qualtrics International, Inc.*		1,434,302
	14,626	WEX, Inc.*		2,053,344
	16,598	Workiva, Inc.*		2,165,873
				45,920,899
Materials — 2.9%
	53,164	Ball Corp.		5,118,098
Total Common Stocks (Cost $123,306,435)				168,888,833
Real Estate Investment Trusts — 2.6%
	11,915	SBA Communications Corp.		4,635,173
Total Real Estate Investment Trusts (Cost $2,751,741)				4,635,173
Short-Term Investments — 2.5%
Money Market Funds — 2.5%
	4,576,578	First American Government
		Obligations Fund — Class Z, 0.02%#		4,576,578
Total Short-Term Investments (Cost $4,576,578)				4,576,578
Total Investments — 99.4% (Cost $130,634,754)				178,100,584
Other Assets in Excess of Liabilities — 0.6%				1,023,316
NET ASSETS — 100.0%			$	179,123,900

* 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	25.6	%
Health Care	21.6	%
Industrials	18.2	%
Consumer Discretionary	13.0	%
Communication Services	8.7	%
Materials	2.9	%
Real Estate Investment Trusts	2.6	%
Money Market Funds	2.5	%
Consumer Staples	2.2	%
Financials	2.1	%
Other Assets and Liabilities	0.6	%
	100.0	%

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

www.brownadvisory.com/mf

12

Brown Advisory Small-Cap Growth Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory Small-Cap Growth Fund – Institutional Shares (the “Fund”) decreased 1.12% in value. During the same period, the Russell 2000^® Growth Index (the “Index”), the Fund’s benchmark, decreased 5.64%.

The favorable relative results were driven by balanced, bottom-up stock selection and our efforts to allocate incremental capital away from certain pockets of market excess. Overall, our team is striving to remain focused and disciplined as market volatility continues to escalate. Historically, we have utilized times of stress effectively to enhance the risk/return profile of the strategy, and we hope to do so again.

As a reminder, our philosophy is to harness the power of compounding. We seek out businesses that we believe possess the ability to scale into much larger organizations over time. Our 3G (durable growth, sound governance and scalable go-to-market strategies) investment filter enables our team to keep its gaze on these unique, long-term opportunities. This practice certainly causes us to generally separate the wheat from the chaff, embedding what we believe are higher-quality assets in the portfolio when compared to the typical small-cap benchmark. When we couple this dynamic with valuation discipline and prudent diversification, we have historically driven solid relative downside capture. The portfolio’s upside stems from solid security selection that leverages our team’s deep domain expertise and rigorous due diligence process. This combination of offense through stock picking and defense through portfolio construction has been the mantra for nearly 16 years under present portfolio management.

As we look back at the past six months (and year) of executing against our overall investment process, we are amazed by the multitude of macroeconomic cross-currents that blow across the investment landscape. We have witnessed vast changes in market leadership (e.g., low quality to high quality, growth to value and small to large) that have wreaked havoc on both absolute and relative returns no matter the type of strategy managed. These equity market gyrations have stemmed from a combination of economic recovery from COVID-19, fiscal and monetary stimulus, the rise of the Delta and Omicron variants, and a sizable jump in inflation, which forced the Federal Reserve to remove the word “transitory” from its lexicon. The appropriate response to this development is being both contemplated and vocalized. If the Fed acts as it has suggested, we stand on the cusp of attempting the most significant policy shift of the last decade (i.e., quantitative tightening and rate increases) and one with which many investment professionals have no prior experience. Unfortunately, as we look ahead to 2022, we will probably confront a volatile, uncertain, complex and ambiguous world. It is in times like these where we believe remaining focused on the long term is more important and valuable than ever.

We conduct quarterly, six-month and annual review processes for the Fund because we know the long term is made up of a series of short terms. While the period reviewed on these pages is too brief to really draw any firm conclusions regarding the efficacy of our process, we hope that providing some color allows you to better understand our approach and tendencies so that you may be better equipped to evaluate our multiyear results as they unfold. As investment practitioners, we certainly hope to learn ourselves.

During the trailing six months, an examination of our attribution demonstrates that stock selection was far and away the largest driver of our relative results. As the sector level, we witnessed attractive performance in information technology and health care, with several other areas also aiding returns. Communication services was the only sector detracting from results in a meaningful manner. However, the driver was a meaningful decline in a single holding. Over time, we expect to see security selection drive our relative returns and hope to achieve a balanced contribution across sectors.

In any given period, while we certainly give the “top-down” catalysts for our returns their due, we typically spend the majority of our efforts examining individual security contributions to measure whether their progress is tracking against our underlying investment thesis. During the period, our top three contributors came from three different sectors. EastGroup Properties, our loan traditional REIT holding, continues to benefit from both robust demand for its infill industrial properties and favorable capital markets conditions, allowing the company to accelerate its development and acquisition activity. The stock gained nearly 40% as future cash flow estimates rose. In technology, Workiva, our largest software holding, is a software-as-a-service company focused on enterprise reporting. The business is benefiting from accelerating growth. Its incremental investments and go-to-market motion are backing a robust product platform with in-demand functionality, such as global statutory and ESG reporting. Although we trimmed our position size materially as the valuation expanded to manage risk, we continue to see a bright future and a long runway for expansion. Finally, in health care, Biohaven Pharmaceutical, a commercial-stage biotechnology company, rose nearly

www.brownadvisory.com/mf

13

Brown Advisory Small-Cap Growth Fund

A Message to Our Shareholders

December 31, 2021

42% in the period due to the strong launch of Nurtec, its promising drug for migraine treatment and prevention. A recently announced partnership with Pfizer provided access to capital to drive growth in the U.S. market and a distribution partner for the rest of the world with unparalleled scale and reach.

On the negative side of the ledger for the trailing six months, Zynga Inc., HealthEquity Inc. and Chegg Inc. registered as our largest detractors. Zynga, a leading mobile games company, was forced to modestly lower its full-year bookings target due to Apple’s IDFA policy, syncing up directly with a reopening surge in mobility from COVID-19 lockdowns. Fortunately, we determined that this was not a violation of our investment thesis and continued to hold the stock. Early in 2022 it was announced that Take-Two, another interactive entertainment company, offered to acquire the business to bolster its mobile presence. HealthEquity, a leading provider of HSA and other benefits, faltered as its smaller commuter and FSA business lines were impacted by a resurgence in COVID-19 infections. Lastly, we have Chegg, the dominant provider of online study aids. This was the sole holding of the bottom contributors, where we determined almost immediately that our investment thesis was violated. While overall, this was a strong investment for the strategy, it ended poorly when the company reported its third-quarter 2021 earnings results and gave fourth-quarter 2021 guidance. We were honestly perplexed by the management team’s projections and found the numbers difficult to believe. Thus, we sold 80–90% of our position prior to the opening of the equity market the next day and were completely out of the stock by roughly 9:32 a.m. Luckily, these swift actions likely helped avoid some meaningful negative returns with regards to the position as the stock proceeded to move materially lower after our exit.

In sum, we were not perfect in the prior six months, but our stock selection was, on balance, solid, and our investment process and discipline resulted in attractive relative results. As we look ahead, our outlook is for more volatility in the months ahead. Although it may be unsettling in the short term, we hope our portfolio construction helps to buffer the jolts and our stock selection proves efficacious. Over the long term, we actually prefer bouts of excess volatility (on occasion) because they tend to produce the types of opportunities in attractive small-cap companies that we believe can greatly enhance our portfolio’s risk/reward dynamics.

The cross-currents that remain at play likely mean we will be living in this volatile, uncertain, complex and ambiguous environment for a bit. We will strive to execute our game plan well no matter what hand is dealt and look forward to updating you on our efforts and progress in six months’ time.

Sincerely,

Christopher A. Berrier

Portfolio Manager

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.

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.

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

www.brownadvisory.com/mf

14

Brown Advisory Small-Cap Growth Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Common Stocks — 91.7%
Communication Services — 4.8%
	2,711,551	Angi, Inc.*		24,973,385
	468,054	Cogent Communications Holdings, Inc.		34,252,192
	7,832,586	Zynga, Inc.*		50,128,550
				109,354,127
Consumer Discretionary — 13.3%
	379,442	Bright Horizons Family Solutions, Inc.*		47,764,159
	218,685	Choice Hotels International, Inc.		34,112,673
	153,753	Churchill Downs, Inc.		37,039,098
	1,023,506	Clarus Corp.		28,371,586
	339,000	First Watch Restaurant Group, Inc.*		5,681,640
	1,596,259	Leslie’s, Inc.*		37,767,488
	889,251	MakeMyTrip, Ltd.*		24,641,145
	494,589	National Vision Holdings, Inc.*		23,735,326
	744,825	Terminix Global Holdings, Inc.*		33,688,435
	123,346	TopBuild Corp.*		34,032,395
				306,833,945
Consumer Staples — 3.2%
	228,721	Casey’s General Stores, Inc.		45,138,089
	703,760	Simply Good Foods Co.*		29,255,303
				74,393,392
Energy — 0.9%
	531,423	Cactus, Inc.		20,263,159
Financials — 2.3%
	742,982	Prosperity Bancshares, Inc.		53,717,599
Health Care — 22.6%
	737,925	Abcam PLC ADR*		17,378,134
	1,065,534	agilon health, Inc.*		28,769,418
	789,070	Alignment Healthcare, Inc.*		11,094,324
	125,198	Ascendis Pharma A/S ADR*		16,842,887
	243,846	Biohaven Pharmaceutical Holding Co., Ltd.*		33,604,417
	256,557	Blueprint Medicines Corp.*		27,479,820
	349,390	Bruker Corp.		29,317,315
	362,815	Catalent, Inc.*		46,451,204
	181,607	Charles River Laboratories International, Inc.*		68,425,885
	352,929	Encompass Health Corp.		23,032,147
	526,645	Establishment Labs Holdings, Inc.*		35,595,936
	82,865	Fate Therapeutics, Inc.*		4,848,431
	484,590	HealthEquity, Inc.*		21,438,262
	160,516	Inari Medical, Inc.*		14,650,295
	83,682	Natera, Inc.*		7,815,062
	1,096,327	NeoGenomics, Inc.*		37,406,677
	283,780	Neurocrine Biosciences, Inc.*		24,169,543
	160,925	Nevro Corp.*		13,046,190
	258,247	Oak Street Health, Inc.*		8,558,306
	322,790	OrthoPediatrics Corp.*		19,322,209
	158,928	Progyny, Inc.*		8,002,025
	953,372	SI-BONE, Inc.*		21,174,392
				518,422,879
Industrials — 14.9%
	930,234	AZEK Co., Inc.*		43,014,020
	278,947	FTI Consulting, Inc.*		42,796,049
	1,138,990	IAA, Inc.*		57,655,674
	21,286	IDEX Corp.		5,030,307
	137,730	John Bean Technologies Corp.		21,149,819
	373,446	Knight-Swift Transportation Holdings, Inc.		22,757,799
	145,944	MSA Safety, Inc.		22,031,706
	134,993	SiteOne Landscape Supply, Inc.*		32,706,104
	67,168	Valmont Industries, Inc.		16,825,584
	271,932	Waste Connections, Inc.		37,056,174
	163,376	Woodward, Inc.		17,883,137
	629,352	Zurn Water Solutions Corp.		22,908,413
				341,814,786
Information Technology — 26.4%
	629,993	Accolade, Inc.*		16,606,615
	267,489	BlackLine, Inc.*		27,695,811
	211,771	CMC Materials, Inc.		40,594,383
	484,805	Couchbase, Inc.*		12,100,733
	384,370	Dynatrace, Inc.*		23,196,729
	284,836	Entegris, Inc.		39,472,573
	293,997	Envestnet, Inc.*		23,325,722
	1,863,221	EVO Payments, Inc.*		47,698,458
	1,615,352	Genpact, Ltd.		85,742,884
	2,814,192	Infinera Corp.*		26,988,101
	259,105	Lattice Semiconductor Corp.*		19,966,631
	103,773	Littelfuse, Inc.		32,655,288
	351,203	ManTech International Corp.		25,613,235
	280,108	Mimecast, Ltd.*		22,288,194
	393,642	Phreesia, Inc.*		16,399,126
	589,069	PROS Holdings, Inc.*		20,316,990
	817,481	Sumo Logic, Inc.*		11,085,042
	120,195	WEX, Inc.*		16,874,176
	499,306	Workiva, Inc.*		65,154,440
	1,704,415	Zuora, Inc.*		31,838,472
				605,613,603
Materials — 3.3%
	489,736	HB Fuller Co.		39,668,616
	156,067	Quaker Houghton		36,017,142
				75,685,758
Total Common Stocks (Cost $1,441,201,669)				2,106,099,248
Private Placements — 0.1%
	19,200	StepStone VC Global Partners IV-B, L.P.*^†		1,995,964
	91,769	StepStone VC Global Partners V-B, L.P.*~†		155,456
Total Private Placements (Cost $—)				2,151,420
Real Estate Investment Trusts — 3.1%
	2,087,625	DigitalBridge Group, Inc.*		17,389,916
	241,635	EastGroup Properties, Inc.		55,056,535
Total Real Estate Investment Trusts (Cost $40,653,512)				72,446,451

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

www.brownadvisory.com/mf

15

Brown Advisory Small-Cap Growth Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Short-Term Investments — 5.0%
Money Market Funds — 5.0%
	114,514,598	First American Government
		Obligations Fund — Class Z, 0.02%#		114,514,598
Total Short-Term Investments (Cost $114,514,598)				114,514,598
Total Investments — 99.9% (Cost $1,596,369,779)				2,295,211,717
Other Assets in Excess of Liabilities — 0.1%				2,646,528
NET ASSETS — 100.0%			$	2,297,858,245

* Non-Income Producing

ADR — American Depositary Receipt

^	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	26.4	%
Health Care	22.6	%
Industrials	14.9	%
Consumer Discretionary	13.3	%
Money Market Funds	5.0	%
Communication Services	4.8	%
Materials	3.3	%
Consumer Staples	3.2	%
Real Estate Investment Trusts	3.1	%
Financials	2.3	%
Energy	0.9	%
Private Placements	0.1	%
Other Assets and Liabilities	0.1	%
	100.0	%

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

www.brownadvisory.com/mf

16

Brown Advisory Small-Cap Fundamental Value Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory Small-Cap Fundamental Value Fund – Investor Shares (the “Fund”) increased 6.17% in value. During the same period, the Russell 2000^® Value Index (the “Index”), the Fund’s benchmark, increased 1.24%.

While the strategy trailed during the first half of the year, the rebound in relative performance mirrored the rebound in quality in the second half of the year. The impact of this reversion was spread over the fourth quarter and demonstrated reduced downside risk during the period of volatility in late November. We were pleased with the six-month period’s operating results, especially in light of the challenging inflationary environment. As we entered 2021, we expected that small-cap markets would continue to be strong and that leadership would transition to higher-quality companies within the Index. This was especially the case after the rally in the fourth quarter of 2020 in companies with low Return on Equity, high leverage and low stock prices. Indeed, highly shorted stocks that encompassed the bulk of the “meme”, where some names popular on social media and message boards saw momentum, vastly outperformed the rest of the market and had a sizable absolute impact on small-cap index returns.

Murphy USA Inc. was the top contributor during the period. Murphy USA engages in the motor fuel products and convenience merchandise through retail stores. It reported strong results on better-than-expected in-store sales and elevated fuel margins.

ChampionX Corporation (CHX) is an industry leader in specialty chemical solutions and technologies that help companies drill for and produce oil and gas efficiently around the world. It was the largest detractor during the period, as energy was one of the worst-performing sectors. We continue to like the consistent free cash flow generation and targeted capital allocation of this business. From a fundamental perspective, we continue to be impressed with CHX’s management team and execution. The business is showing improving trends as we head into 2022, we believe the core production chemicals segment should begin to see margin progression as recent pricing initiatives roll through.

The Fund had the opportunity to add eight new investments during this time period. Notable additions include WideOpenWest Inc., WSFS Financial Corporation and Premier Financial Corporation.

WideOpenWest Inc. engages in the provision of internet, cable, television and voice-over-IP-based services to residential and business customers. We believe it should see improved margins in its ongoing shift from video subscribers to the much more profitable broadband business. The company announced a transaction to sell one-third of its business, which should allow it to reduce its elevated debt burden. The company trades at a discount to cable peers and to the assets it just sold, which were of lower quality than the remaining entity.

WSFS Financial Corporation is an attractive banking franchise highlighted by highly diversified fee revenues, which make up 30% of total revenues, and top-quintile profitability among banks. WSFS’s commercial focus and highly coveted deposit franchise help drive the company’s mid- to high teens return on its tangible common equity profitability profile.

Premier Financial Corporation is a highly profitable Ohio-based bank that we believe is undervalued. The company recently completed a merger of equals of two smaller and not well-known banks. We believe it is not well-known or highly followed among investors. As investors get to know the new entity and the company demonstrates its pro forma profitability, a profitability measure that excludes certain items, we believe the company should see multiple expansion on top of strong organic performance.

The Fund also sold six investments. One of these eliminations was Core-Mark Holding Company, which was acquired by Performance Food Group Company in a stock and cash transaction. We sold the shares that we received in the transaction.

Back in 2012, the number of total U.S. public companies dropped below 5,000. By the end of 2021, that number is back closer to 6,000. Spin-offs, IPOs and even SPACs have all contributed to this increase. While valuations for small-cap stocks broadly have increased, we have been reassured that our research process has been able to identify attractive investments, especially those undergoing some sort of corporate change, whether that be spin-off, merger or asset disposition.

As we head into 2022, we feel that the investment team is strong and that this last year’s results demonstrate that we were able to navigate the challenges of COVID-19. While we feel reassured that the markets seem to be getting back to some level of normalcy, we remain confident that our cash flow-based research process is strongly positioned to drive attractive, risk-adjusted returns for our investors.

Sincerely,

J. David Schuster

Portfolio Manager

www.brownadvisory.com/mf

17

Brown Advisory Small-Cap Fundamental Value Fund

A Message to Our Shareholders

December 31, 2021

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.

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.

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

www.brownadvisory.com/mf

18

Brown Advisory Small-Cap Fundamental Value Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Common Stocks — 87.0%
Communication Services — 6.1%
	300,619	Loyalty Ventures, Inc.*		9,039,613
	317,127	Nexstar Media Group, Inc.		47,879,835
	1,189,966	WideOpenWest, Inc.*		25,608,068
				82,527,516
Consumer Discretionary — 12.1%
	174,337	Civeo Corp.*		3,342,040
	323,437	Culp, Inc.		3,075,886
	1,193,086	Denny’s Corp.*		19,089,376
	61,351	Helen of Troy Ltd.*		14,998,479
	238,427	JOANN, Inc.		2,474,872
	862,140	La-Z-Boy, Inc.		31,304,303
	193,929	Monarch Casino & Resort, Inc.*		14,341,050
	164,375	Murphy USA, Inc.		32,750,075
	921,827	Vista Outdoor, Inc.*		42,468,570
				163,844,651
Consumer Staples — 3.6%
	976,951	Sprouts Farmers Market, Inc.*		28,995,906
	483,827	TreeHouse Foods, Inc.*		19,609,508
				48,605,414
Energy — 3.6%
	1,512,581	ChampionX Corp.*		30,569,262
	355,647	Natural Gas Services Group, Inc.*		3,723,624
	147,439	REX American Resources Corp.*		14,154,144
				48,447,030
Financials — 23.6%
	105,096	Assurant, Inc.		16,380,263
	395,496	Bancorp, Inc.*		10,010,004
	1,610,542	Eastern Bankshares, Inc.		32,484,632
	271,634	First Bancorp		12,419,106
	164,707	Hanover Insurance Group, Inc.		21,586,499
	1,816,425	MGIC Investment Corp.		26,192,849
	761,545	Pacific Premier Bancorp, Inc.		30,484,646
	339,376	Peapack Gladstone Financial Corp.		12,013,910
	703,194	Premier Financial Corp.		21,735,727
	144,119	Primerica, Inc.		22,089,119
	108,898	TriState Capital Holdings, Inc.*		3,295,253
	220,163	UMB Financial Corp.		23,361,496
	887,452	Veritex Holdings, Inc.		35,302,841
	88,151	Virtus Investment Partners, Inc.		26,189,662
	495,449	WSFS Financial Corp.		24,831,904
				318,377,911
Health Care — 2.5%
	789,682	Owens & Minor, Inc.		34,351,167
Industrials — 17.7%
	273,294	Albany International Corp.		24,172,854
	315,467	Comfort Systems USA, Inc.		31,212,305
	210,201	CRA International, Inc.		19,624,365
	175,713	Curtiss-Wright Corp.		24,366,122
	522,714	Federal Signal Corp.		22,654,425
	117,885	Kadant, Inc.		27,170,135
	273,626	McGrath RentCorp		21,961,223
	1,376,100	Mueller Water Products, Inc.		19,815,840
	194,593	Simpson Manufacturing Co., Inc.		27,062,048
	344,357	SPX Corp.*		20,551,226
				238,590,543
Information Technology — 9.2%
	180,978	CMC Materials, Inc.		34,691,673
	594,406	CTS Corp.		21,826,588
	838,810	EchoStar Corp.*		22,102,643
	324,433	Onto Innovation, Inc.*		32,842,353
	94,308	PC Connection, Inc.		4,067,504
	196,254	Vectrus, Inc.*		8,982,546
				124,513,307
Materials — 5.7%
	290,562	Eagle Materials, Inc.		48,366,950
	389,187	Ingevity Corp.*		27,904,708
				76,271,658
Utilities — 2.9%
	531,313	Portland General Electric Co.		28,117,084
	1,052,663	Star Group L.P.		11,337,181
				39,454,265
Total Common Stocks (Cost $755,086,314)				1,174,983,462
Real Estate Investment Trusts — 8.9%
	73,055	CTO Realty Growth, Inc.		4,487,038
	129,840	EastGroup Properties, Inc.		29,584,044
	945,737	Essential Properties Realty Trust, Inc.		27,265,598
	535,962	Getty Realty Corp.		17,199,020
	636,247	Global Medical REIT, Inc.		11,293,384
	2,596,113	Ladder Capital Corp.		31,127,395
Total Real Estate Investment Trusts (Cost $80,411,523)				120,956,479
Short-Term Investments — 3.9%
Money Market Funds — 3.9%
	52,728,687	First American Government
		Obligations Fund — Class Z, 0.02%#		52,728,687
Total Short-Term Investments (Cost $52,728,687)				52,728,687
Total Investments — 99.8% (Cost $888,226,524)				1,348,668,628
Other Assets in Excess of Liabilities — 0.2%				2,073,849
NET ASSETS — 100.0%			$	1,350,742,477

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

PORTFOLIO HOLDINGS

% of Net Assets

Financials	23.6	%
Industrials	17.7	%
Consumer Discretionary	12.1	%
Information Technology	9.2	%
Real Estate	8.9	%
Communication Services	6.1	%
Materials	5.7	%
Money Market Funds	3.9	%
Consumer Staples	3.6	%
Energy	3.6	%
Utilities	2.9	%
Health Care	2.5	%
Other Assets and Liabilities	0.2	%
	100.0	%

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

www.brownadvisory.com/mf

19

Brown Advisory Sustainable Small-Cap Core Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

The Brown Advisory Sustainable Small-Cap Core Fund – Institutional Shares (the “Fund”) leverages our proprietary fundamental and environmental, social and governance (ESG) research to pursue strong investment returns that align with investors’ values. The Fund’s investment approach seeks outperformance through a concentrated, low-turnover portfolio of companies with best-in-breed business models, attractive valuations and strong or improving sustainable drivers that stem from a company’s products, services or operations.

After a strong start to the year, the Russell 2000^® Index (the “Index”), the Fund’s benchmark, somewhat stagnated during the third quarter, as improving signs of economic recovery and the relaxed COVID-19 restrictions had little impact on investor sentiment amid increasing concerns around inflation and the Federal Reserve tapering. During the fourth quarter, markets continued to be impacted by increasing concerns around new COVID-19 variants (Delta, Omicron), ongoing inflation concerns and persistent supply chain issues, all of which led to increased suggestions from the Federal Reserve around raising interest rates in 2022. With this dynamic macroeconomic backdrop, we are pleased with the Fund’s performance.

Since the Fund’s launch on September 30, 2021, the Fund increased 2.40% in value. During the same period, the Index increased 2.14%. Outperformance was fairly broad-based across several sectors and driven mostly by strong stock selection, consistent with our goal as bottom-up managers.

Onto Innovation, CMC Materials, EastGroup Properties, Comfort Systems and Sprouts Farmers Market were top contributors to performance for the six-month period. Onto Innovation, Inc. continued to benefit from solid execution, outsized free cash flow and a strong semiconductor capital equipment cycle. CMC Materials Inc. announced it was being acquired Entegris Inc. for a 35% premium, a favorable outcome. EastGroup Properties Inc. benefited from increasing earnings estimates and multiple expansion throughout 2021, on the back of a robust industrial real estate market, and management executed well against this favorable backdrop. EastGroup has also continued to incorporate sustainability-linked metrics into its financing terms. Comfort Systems USA Inc.’s third-quarter results came in better than expected and were an improvement from a surprisingly weak second-quarter report, reporting an organic increase in its backlog year over year. Lastly, Sprouts Farmers Markets Inc. was able to maintain healthy margins and robust free cash flow during the period despite missing street expectations.

The Fund’s largest detractors for the period included AvidXchange Holdings, HealthEquity, Bright Horizons Family Solutions, Angi Inc. and Accolade. AvidXchange Holdings and Accolade were both weak due to the broader market sell-off of high-growth, high-multiple technology companies. HealthEquity Inc. underperformed given a combination of low interest rates and a quarterly earnings result that showed disappointing service and interchange revenue results, causing management to lower its fiscal year guide. Bright Horizons Family Solutions Inc. was impacted as the COVID-19 pandemic has continued to delay workplace reopenings and teachers’ return to the workforce, though centers have made steady progress in return to normalization. Lastly, Angi Inc.’s stock has been pressured by supply constraints and skepticism over the major brand transformation in the last three quarters.

During the period, we took the opportunity to add three high-quality businesses to the portfolio—AvidXchange Holdings, Warby Parker and Zurn Water Solutions. AvidXchange offers a cloud-based software and payments platform that digitizes the accounts payable (AP) workflow for middle market businesses in a variety of niche verticals. Digitizing the AP workflow enables customers to reduce environmental impacts, primarily from paper invoices and checks, and mitigate fraud risk. We believe there is long runway for growth, as close to half of all business-to-business payment volume is still paid using paper checks.

Warby Parker is a leading omnichannel retailer of eyeglasses and associated eye care services. The company offers affordable prescription eyeglasses by designing eyeglasses itself, avoiding licensing fees, cutting out the middleman and removing any unnecessary markups by selling directly to consumers. The company’s sustainable opportunity is embedded in its long-standing Buy a Pair, Give a Pair mission since its founding, which has been instrumental in attracting both employees and customers.

Zurn Water Solutions is a stand-alone pure-play water management business with meaningful exposure to secular drivers of climate change, water scarcity and hygiene. It is an underappreciated water asset that was previously embedded within Rexnord. We believe the company should benefit from a cyclical recovery in nonresidential construction and ongoing share gains.

Two positions exited the portfolio during the six-month period. In late November, Acceleron announced that it was being acquired by Merck. We chose to eliminate Vimeo after disappointing subscriber growth, especially on the self-serve side, which drove some concern around the setup for 2022.

www.brownadvisory.com/mf

20

Brown Advisory Sustainable Small-Cap Core Fund

A Message to Our Shareholders

December 31, 2021

The Fund does not attempt to make broad market predictions, nor do we manage portfolios from the top down. Rather, our research team focuses on what we believe we can control: conducting thorough fundamental and ESG research, driving strong communication within the investment team, and managing the portfolio with a long-term investment horizon. Amid the market’s turmoil, we remain guided by individual company analysis and bottom-up portfolio construction.

Sincerely,

Timothy Hathaway, CFA

Portfolio Manager; Head of U.S. Institutional Business

Emily Dwyer

Portfolio Manager

Kenneth Coe, CFA

Associate Portfolio Manager, Equity Research Analyst

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.

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.

Because the Fund’s ESG criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to the funds that do not use these criteria.

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

www.brownadvisory.com/mf

21

Brown Advisory Sustainable Small-Cap Core Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Common Stocks — 87.4%
Communication Services — 3.3%
	31,205	Angi, Inc.*		287,398
	4,202	Nexstar Media Group, Inc.		634,418
				921,816
Consumer Discretionary — 8.3%
	4,708	Bright Horizons Family Solutions, Inc.*		592,643
	2,481	Choice Hotels International, Inc.		387,011
	24,715	Denny’s Corp.*		395,441
	7,715	National Vision Holdings, Inc.*		370,243
	1,488	TopBuild Corp.*		410,554
	3,149	Warby Parker, Inc.*		146,617
				2,302,509
Consumer Staples — 3.1%
	22,609	Sprouts Farmers Market, Inc.*		671,035
	4,809	TreeHouse Foods, Inc.*		194,909
				865,944
Financials — 15.8%
	18,296	Bancorp, Inc.*		463,072
	33,989	Eastern Bankshares, Inc.		685,558
	33,362	MGIC Investment Corp.		481,080
	10,165	Pacific Premier Bancorp, Inc.		406,905
	3,108	Primerica, Inc.		476,363
	6,237	Prosperity Bancshares, Inc.		450,935
	7,037	TriState Capital Holdings, Inc.*		212,940
	6,055	UMB Financial Corp.		642,496
	14,469	Veritex Holdings, Inc.		575,577
				4,394,926
Health Care — 14.5%
	9,366	Abcam PLC ADR*		220,569
	12,028	Alignment Healthcare, Inc.*		169,114
	2,460	Ascendis Pharma A/S ADR*		330,944
	2,875	Biohaven Pharmaceutical Holding Co., Ltd.*		396,204
	3,017	Blueprint Medicines Corp.*		323,151
	1,235	Charles River Laboratories International, Inc.*		465,323
	6,581	HealthEquity, Inc.*		291,143
	3,058	Inari Medical, Inc.*		279,104
	4,556	NeoGenomics, Inc.*		155,451
	2,106	Neurocrine Biosciences, Inc.*		179,368
	1,741	Nevro Corp.*		141,143
	6,247	OrthoPediatrics Corp.*		373,945
	12,342	Owens & Minor, Inc.		536,877
	8,495	SI-BONE, Inc.*		188,674
				4,051,010
Industrials — 18.2%
	13,284	AZEK Co., Inc.*		614,252
	7,310	Comfort Systems USA, Inc.		723,251
	13,081	Federal Signal Corp.		566,931
	11,380	IAA, Inc.*		576,056
	1,833	John Bean Technologies Corp.		281,475
	5,670	McGrath RentCorp		455,074
	38,414	Mueller Water Products, Inc.		553,162
	2,116	Simpson Manufacturing Co., Inc.		294,272
	1,124	SiteOne Landscape Supply, Inc.*		272,323
	7,584	SPX Corp.*		452,613
	1,235	Woodward, Inc.		135,183
	3,675	Zurn Water Solutions Corp.		133,770
				5,058,362
Information Technology — 20.6%
	7,928	Accolade, Inc.*		208,982
	1,711	Aspen Technology, Inc.*		260,414
	14,145	AvidXchange Holdings, Inc.*		213,024
	3,149	BlackLine, Inc.*		326,047
	2,875	CMC Materials, Inc.		551,109
	10,388	CTS Corp.		381,447
	4,192	Dynatrace, Inc.*		252,987
	17,951	EchoStar Corp.*		473,009
	2,146	Envestnet, Inc.*		170,264
	7,401	EVO Payments, Inc.*		189,466
	5,680	Genpact, Ltd.		301,494
	1,073	Littelfuse, Inc.		337,652
	8,718	Onto Innovation, Inc.*		882,523
	4,779	Phreesia, Inc.*		199,093
	2,329	WEX, Inc.*		326,968
	5,113	Workiva, Inc.*		667,195
				5,741,674
Materials — 3.6%
	5,842	HB Fuller Co.		473,202
	7,310	Ingevity Corp.*		524,127
				997,329
Total Common Stocks (Cost $24,246,720)				24,333,570
Real Estate Investment Trusts — 6.3%
	70,480	DigitalBridge Group, Inc.*		587,098
	3,230	EastGroup Properties, Inc.		735,956
	10,469	Essential Properties Realty Trust, Inc.		301,821
	1,701	W.P. Carey, Inc.		139,567
Total Real Estate Investment Trusts (Cost $1,528,960)				1,764,442
Short-Term Investments — 3.8%
Money Market Funds — 3.8%
	1,056,064	First American Government
		Obligations Fund — Class Z, 0.02%#		1,056,064
Total Short-Term Investments (Cost $1,056,064)				1,056,064
Total Investments — 97.5% (Cost $26,831,744)				27,154,076
Other Assets in Excess of Liabilities — 2.5%				702,174
NET ASSETS — 100.0%			$	27,856,250

* 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	20.6	%
Industrials	18.2	%
Financials	15.8	%
Health Care	14.5	%
Consumer Discretionary	8.3	%
Real Estate Investment Trusts	6.3	%
Money Market Funds	3.8	%
Materials	3.6	%
Communication Services	3.3	%
Consumer Staples	3.1	%
Other Assets and Liabilities	2.5	%
	100.0	%

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

www.brownadvisory.com/mf

22

Brown Advisory Global Leaders Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory Global Leaders Fund – Investor Shares (the “Fund”) increased 5.28% in value. During the same period, the FTSE All-World Index (the “Index”), the Fund’s benchmark, increased 5.42%.

As of December 31, 2021, the Fund’s annualized return since its July 1, 2015 inception was 14.37%, notably ahead of the 11.17% return of the Index for the same period.

Performance during the six-month period was driven by what we would call a bifurcation between strong-performing information technology companies and underperformance from companies that were in some way directly or indirectly impacted by the ongoing effects of the COVID-19 pandemic. Most obviously, this occurred with our aerospace investments and, less obviously, with holdings such as Visa and Mastercard or our emerging market financials, which also continued to underperform more interest rate-sensitive financials.

We saw strong performance in information technology companies, materials (Sherwin-Williams) and consumer discretionary (TJX Companies). Four of our top five contributors during the period were IT companies. Marvell had a particularly strong share price appreciation, as its share price increased 50.3% due to what we believe to be a combination of a wider understanding of its attractive competitive positioning and end market exposure, but also the strong quarterly result. This helped show that Marvell was able to secure semiconductor supply to a much higher level than what investors thought possible given the existing supply chain constraints. Marvell is a portfolio company that transformed its business over the last five years. It has gone from 80% consumer facing to less than 15% today while ramping up the attractive data center end market from zero to 20%. We believe Marvell’s management has shown tremendous discipline as it reinvested both organically and via M&A. Today, we believe it is a better business than when we first invested. We have trimmed the position following the strong share price reaction post-earnings. Financials, our second biggest alpha contributor since inception, experienced the biggest underperformance, as we hold little exposure to interest rate-sensitive companies, with companies like Charles Schwab and Deutsche Boerse (via Clearstream) being an exception. Our main exposure in financials is to companies with structural, long-term growth drivers. We have witnessed a similar dynamic before, in the fourth quarter of 2016, when the market went through a strong, cyclical rally toward the end of the year. We leveraged our process, particularly the drawdown review, and added to underperforming companies, such as Bank Rakyat and Visa. We benefited when these companies rallied in 2017.

We initiated a new investment in B3 and sold our positions in Fair Isaac Corporation (FICO) and Brown Forman during the reporting period. B3 is Brazil’s leading exchange that operates vertically integrated pre- and post-trading businesses in trading of cash, equities, fixed income and listed derivatives. B3 benefits from a number of secular growth trends, including deepening local capital markets and increased domestic investor participation in existing and new products, such as over-the-counter instruments and data analytics. Despite B3’s prominence in equity trading, the majority of revenues are derived from more stable and recurring post-trading activities, which is similar to our investment in Deutsche Boerse. We had been watching B3 for a long time and, after a meaningful share price correction, we could finally see a double-digit IRR, even when assuming a 15% weighted average cost of capital to allow for country and currency depreciation risk in the Brazilian market.

We invested in FICO during the first quarter of 2021. As the year progressed, we undertook investigative research regarding the regulatory threats for FICO associated with the review currently being conducted by the U.S. Federal Housing Finance Agency (FHFA) to potentially open mortgage credit scoring to more competition. Supply-side risk is one we are always wary of, and we must calibrate any risk in our base case accurately. Our conclusion after meaningful primary research to understand the potential outcomes of FHFA’s decision was that our base case still had a double-digit IRR, but the probability had materially deteriorated in recent months and wasn’t reflecting a skew of outcomes we are normally comfortable with. Consequently, we exited FICO in November.

We also exited Brown Forman during the reporting period. We continue to believe that Brown Forman has a strong franchise model with Jack Daniels, excellent distribution capabilities and a high-quality management team. Nevertheless, even at continuing high profitability levels and assuming expected growth and margin improvements would materialize, we only saw moderate upside to the current five-year IRR and allocated the capital into ideas we see as more compelling.

As a reminder, the Fund is focused on delivering long-term performance by investing in companies that we believe create tremendous value for their customers and, as an outcome of this, generate attractive economics for shareholders. We believe that companies that combine a superior outcome for their customers with strong leadership can generate high and sustainable returns on invested capital, which can lead to attractive shareholder returns. This “win-win”—firstly for customers and ultimately for

www.brownadvisory.com/mf

23

Brown Advisory Global Leaders Fund

A Message to Our Shareholders

December 31, 2021

shareholders—is fundamental to us but not easily achieved. We are long-term focused and look for franchises that can compound excess economic profit at above-market growth rates for extended periods of time. We believe that a concentrated, low-turnover portfolio of leading global companies should produce attractive, risk-adjusted returns for our clients. We are fundamental, bottom-up stock pickers and invest in companies and management teams--not in countries, economies or macro factors. Given that we currently hold only 30 investments, vs. more than 4,000 in our benchmark, our performance is primarily an output of stock picking, which can vary significantly from the benchmark over short periods. The Fund’s regional gross revenue, which we think is a good indicator of the underlying economics of the Fund, is split 39.8% to North America, 21.6% to Europe and 36.2% to Asia and the rest of world, with the balance being in cash (as of December 31, 2021). We continue to hold no investments in energy, utilities and real estate, where we have yet to find companies that satisfy our strict investment criteria.

We remain focused on executing on our investment process and scouring the globe for high-quality companies. We remain very active on the research front and maintain 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. We would like to thank our investors for their support and for placing their faith in us.

Sincerely,

Mick Dillon, CFA

Portfolio Manager

Bertie Thomson, CFA

Portfolio Manager

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. The Adviser assesses a company’s Environmental, Social and Governance (“ESG”) profile through conducting ESG research and leveraging engagement when appropriate through dialogue with company management teams as part of its fundamental due diligence process. The Adviser views ESG characteristics as material to fundamentals and seeks to understand their impact on companies in which the Fund may invest.

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.

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

www.brownadvisory.com/mf

24

Brown Advisory Global Leaders Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Common Stocks — 98.6%
Brazil — 1.8%
	12,926,190	B3 S.A. — Brasil Bolsa Balcao		25,741,018
China — 6.4%
	3,579,144	AIA Group, Ltd.		36,123,755
	978,380	Tencent Holdings, Ltd.		57,089,569
				93,213,324
France — 3.8%
	450,024	Safran S.A.		55,093,352
Germany — 5.0%
	358,720	CTS Eventim AG & Co. KGaA*		26,219,879
	276,179	Deutsche Boerse AG		46,114,767
				72,334,646
India — 2.0%
	1,461,037	HDFC Bank, Ltd.		28,924,491
Indonesia — 2.7%
	134,704,854	Bank Rakyat Indonesia Persero		38,785,057
Netherlands — 2.4%
	302,304	Wolters Kluwer NV		35,581,431
Sweden — 2.2%
	538,060	Atlas Copco AB		31,605,789
Switzerland — 5.0%
	120,229	Roche Holding AG		49,878,353
	86,942	Schindler Holding AG		23,234,189
				73,112,542
Taiwan — 4.4%
	535,270	Taiwan Semiconductor
		Manufacturing Co., Ltd. ADR		64,398,334
United Kingdom — 3.0%
	808,459	Unilever PLC		43,370,859
United States — 59.9%
Communication Services — 9.0%
	30,264	Alphabet, Inc. — Class C*		87,571,608
	326,431	Electronic Arts, Inc.		43,056,249
				130,627,857
Consumer Discretionary — 4.6%
	14,454	Booking Holdings, Inc.*		34,678,470
	423,951	TJX Companies, Inc.		32,186,360
				66,864,830
Consumer Staples — 3.1%
	121,333	Estee Lauder Companies, Inc.		44,917,476
Financials — 2.7%
	465,268	Charles Schwab Corp.		39,129,039
Health Care — 3.3%
	371,454	Edwards Lifesciences Corp.*		48,121,866
Information Technology — 32.5%
	54,148	Adobe, Inc.*		30,705,165
	145,612	Autodesk, Inc.*		40,944,638
	74,264	Intuit, Inc.		47,768,090
	633,113	Marvell Technology, Inc.		55,391,056
	150,027	MasterCard, Inc.		53,907,702
	414,243	Microsoft Corp.		139,318,207
	481,413	Visa, Inc.		104,327,011
				472,361,869
Materials — 4.7%
	111,974	Ecolab, Inc.		26,267,981
	118,587	Sherwin-Williams Co.		41,761,598
				68,029,579
Total United States				870,052,516
Total Common Stocks (Cost $984,549,455)				1,432,213,359
Short-Term Investments — 2.0%
Money Market Funds — 2.0%
	28,938,094	First American Government
		Obligations Fund — Class Z, 0.02%#		28,938,094
Total Short-Term Investments (Cost $28,938,094)				28,938,094
Total Investments — 100.6% (Cost $1,013,487,549)				1,461,151,453
Liabilities in Excess of Other Assets — (0.6)%				(8,422,636	)
NET ASSETS — 100.0%			$	1,452,728,817

* 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	39.4	%
Financials	14.8	%
Communication Services	14.7	%
Industrials	7.6	%
Health Care	6.7	%
Consumer Staples	6.1	%
Materials	4.7	%
Consumer Discretionary	4.6	%
Money Market Funds	2.0	%
Other Assets and Liabilities	(0.6	)%
	100.0	%

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

www.brownadvisory.com/mf

25

Brown Advisory Intermediate Income Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory Intermediate Income Fund – Investor Shares (the “Fund”) decreased 0.66% in value. During the same period, the Bloomberg Intermediate US Aggregate Bond Index (the “Index”), the Fund’s benchmark, decreased 0.46%.

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

During the second half of 2021, the future path of monetary policy became clearer as the Federal Reserve sped up the pace of tapering its asset purchase program and pulled forward the timing of the first policy rate increase. The result was a move higher in short- and intermediate-term interest rates. Specifically, the five-year and seven-year Treasuries were higher by 37 basis points and 20 basis points respectively.

The announcement by the Federal Reserve that its bond buying program would be ending in early 2022 weighed on mortgage bonds, with spreads moving wider by 4 basis points over the period. Our mortgage bond selection was a detractor, as lower-coupon, longer-duration securities suffered during this period. This was somewhat mitigated by performance in our asset-backed and commercial-backed bonds, but they represented a smaller part of our overall allocation to securitized bonds.

Over the period, we maintained a mild overweight to high-quality corporate bonds. We actively lowered the overweight over the period through sales of bonds that we believe did not continue to offer attractive relative value or where our investment thesis had run its course. Our exposure to five- to seven-year corporates bonds overall, though, was negatively impacted by the move higher in interest rates and was a detractor to performance on a relative basis.

Given our focus on credit-sensitive sectors of the market, we continued to be underweight Treasury securities, which was a bright spot during the period. We primarily utilize Treasuries for liquidity and duration management of the Fund. Our lower allocation during the period added to performance, as short and intermediate Treasuries decreased in value as the market continued to adjust to shifting expectations of future monetary policy.

We believe our research-focused investment process will continue to generate attractive income as individual security selection returns to the forefront of relative performance.

Sincerely,

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.

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.

Because the Fund’s ESG criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to the funds that do not use these criteria.

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

www.brownadvisory.com/mf

26

Brown Advisory Intermediate Income Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 26.5%
	825,000	BAMLL Commercial Mortgage Securities Trust,
		Series 2018-DSNY C (1 Month LIBOR USD + 1.35%)^		1.46	%	09/15/2034		816,019
	750,000	BAMLL Commercial Mortgage Securities Trust,
		Series 2019-RLJ C (1 Month LIBOR USD + 1.60%)^		1.71	%	04/15/2036		745,342
	1,978,988	Bayview MSR Opportunity Master Fund Trust, Series 2021-6 INV2 A5#^		2.50	%	10/25/2051		2,001,541
	1,940,728	Bayview MSR Opportunity Master Fund Trust, Series 2021-5 INV5 A5#^		2.50	%	11/25/2051		1,962,914
	1,552,500	BX Commercial Mortgage Trust, Series 2021-VOLT D (1 Month LIBOR USD + 1.65%)^		1.76	%	09/15/2036		1,542,044
	417,521	BX Commercial Mortgage Trust, Series 2020-BXLP C (1 Month LIBOR USD + 1.25%)^		1.36	%	12/15/2036		416,449
	500,000	BX Trust, Series 2019-CALM C (1 Month LIBOR USD + 1.30%)^		1.41	%	11/15/2032		497,962
	1,250,000	BX Trust, Series 2021-SDMF B (1 Month LIBOR USD + 0.74%)^		0.85	%	09/15/2034		1,228,116
	750,000	CSMC, Series 2019-ICE4 C (1 Month LIBOR USD + 1.43%)^		1.54	%	05/15/2036		748,711
	1,000,000	CSMC, Series 2019-ICE4 D (1 Month LIBOR USD + 1.60%)^		1.71	%	05/15/2036		997,713
	500,000	DBGS Mortgage Trust, Series 2018-C1 7EA^		4.64	%	10/17/2051		498,753
	234	FHLMC PC, Pool# C0-0210		8.00	%	01/01/2023		239
	57,062	FHLMC PC, Pool# 1B-0889 (12 Month LIBOR USD + 1.59%)		1.84	%	05/01/2033		57,269
	1,337,957	FHLMC PC, Pool# QA-2240		2.50	%	04/01/2048		1,372,763
	993,429	FHLMC REMIC, Series 3037 NE		5.00	%	09/15/2035		1,110,370
	1,364,796	FHLMC REMIC, Series 4774 LP		3.50	%	09/15/2046		1,404,069
	60,821	FHLMC REMIC, Series 4840 BK		4.50	%	09/15/2046		61,552
	743,989	FHLMC REMIC, Series 5145 AB		1.50	%	09/25/2049		732,367
	1,326,647	FHLMC REMIC, Series 5129 KA		1.00	%	11/25/2049		1,313,213
	1,589,300	FHLMC REMIC, Series 5129 DM		1.00	%	08/25/2050		1,550,778
	1,406,590	FHLMC REMIC, Series 5115 KC		1.00	%	12/25/2050		1,372,556
	1,675,873	FHLMC REMIC, Series 5139 DH		2.00	%	02/25/2051		1,681,090
	1,397,240	FHLMC REMIC, Series 5127 ME		1.00	%	07/25/2051		1,366,808
	1,280,608	FHLMC REMIC, Series 4634 MA		4.50	%	11/15/2054		1,334,540
	762,422	FHMS, Series Q-006 APT1#		2.59	%	04/25/2028		788,877
	186,824	FHMS, Series Q-006 APT2#		2.67	%	10/25/2028		192,793
	173,814	FHMS, Series Q-010 APT1#		2.69	%	04/25/2046		174,869
	240,533	FHMS, Series Q-007 APT1#		2.99	%	10/25/2047		242,417
	259,391	FHMS, Series Q-007 APT2#		3.32	%	10/25/2047		268,839
	727,406	FHMS, Series Q-013 APT1#		1.20	%	05/25/2050		727,118
	750,000	FNMA, Pool# BL1160		3.64	%	01/01/2026		785,603
	9,347	FNMA, Pool# 628837		6.50	%	03/01/2032		10,444
	522,335	FNMA, Pool# MA2998		3.50	%	04/01/2032		555,590
	14,656	FNMA, Pool# 663238		5.50	%	09/01/2032		16,076
	22,712	FNMA, Pool# 744805 (6 Month LIBOR USD + 1.52%)		1.64	%	11/01/2033		22,793
	10,082	FNMA, Pool# 741373 (1 Year CMT Rate + 2.28%)		2.41	%	12/01/2033		10,119
	23,101	FNMA, Pool# 764342 (6 Month LIBOR USD + 1.52%)		1.65	%	02/01/2034		23,223
	95,053	FNMA, Pool# BN0202		5.50	%	09/01/2048		105,951
	1,555,121	FNMA, Pool# BQ2613		2.50	%	10/01/2050		1,589,372
	241,670	FNMA REMIC Trust, Series 2013-115 AI~		3.00	%	04/25/2031		7,083
	130,818	FNMA REMIC Trust, Series 2020-6 GL		3.00	%	04/25/2043		131,746
	111,097	FNMA REMIC Trust, Series 2017-44 BA		3.50	%	01/25/2044		111,584
	456,178	FNMA REMIC Trust, Series 2016-M10 AV1		2.35	%	11/25/2045		467,079
	1,300,934	FNMA REMIC Trust, Series 2021-15 HD		1.00	%	04/25/2051		1,277,199
	671,316	FREMF Mortgage Trust, Series 2018-KF42 B (1 Month LIBOR USD + 2.20%)^		2.29	%	12/25/2024		669,510
	1,150,000	FREMF Mortgage Trust, Series 2016-K723 B#^		3.57	%	10/25/2039		1,186,228
	750,000	FREMF Mortgage Trust, Series 2019-K735 B#^		4.02	%	05/25/2052		808,799
	500,000	FREMF Mortgage Trust, Series 2020-K737 B#^		3.30	%	01/25/2053		525,002
	13,137	GNMA, Pool# 781186X		9.00	%	06/15/2030		13,194
	2,828,023	GNMA REMIC Trust, Series 2021-93 PC		1.00	%	09/20/2050		2,757,429
	2,658,921	GNMA REMIC Trust, Series 2021-84 ED		1.00	%	07/16/2060		2,548,821
	700,000	JPMCC, Series 2019-BKWD C (1 Month LIBOR USD + 1.60%)^		1.71	%	09/17/2029		688,805
	500,000	KNDL Mortgage Trust, Series 2019-KNSQ C (1 Month LIBOR USD + 1.05%)^		1.16	%	05/15/2036		499,186
	500,000	MRCD Mortgage Trust, Series 2019-PARK C^		2.72	%	12/15/2036		497,731

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

www.brownadvisory.com/mf

27

Brown Advisory Intermediate Income Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 26.5% (Continued)
	900,000	MSC, Series 2017-CLS A (1 Month LIBOR USD + 0.70%)^		0.81	%	11/15/2034		900,197
	400,000	MSC, Series 2019-NUGS B (1 Month LIBOR USD + 1.30%)^		2.80	%	12/15/2036		400,786
Total Mortgage Backed Securities (Cost $44,078,816)								43,817,641
Corporate Bonds & Notes — 25.1%
	1,665,000	AerCap Ireland Capital DAC / AerCap Global Aviation Trust		1.65	%	10/29/2024		1,663,201
	1,525,000	Alexandria Real Estate Equities, Inc.		3.38	%	08/15/2031		1,645,634
	1,530,000	American Tower Corp.		3.60	%	01/15/2028		1,650,731
	1,660,000	Analog Devices, Inc.		1.70	%	10/01/2028		1,657,449
	1,715,000	Brunswick Corp.		2.40	%	08/18/2031		1,648,205
	1,555,000	Citigroup, Inc.		3.20	%	10/21/2026		1,649,784
	770,000	Colonial Enterprises, Inc.^		3.25	%	05/15/2030		813,695
	758,000	Comcast Corp.		3.40	%	04/01/2030		828,922
	760,000	Consolidated Edison Co. of New York, Inc.		3.35	%	04/01/2030		819,005
	1,570,000	Crown Castle International Corp.		3.30	%	07/01/2030		1,659,681
	745,000	Dollar General Corp.		3.88	%	04/15/2027		818,844
	1,470,000	Dollar Tree, Inc.		4.20	%	05/15/2028		1,640,826
	1,680,000	Enel Finance International NV^		1.88	%	07/12/2028		1,640,697
	735,000	Exelon Corp.		4.05	%	04/15/2030		818,274
	785,000	Fortis, Inc.		3.06	%	10/04/2026		818,144
	765,000	Hasbro, Inc.		3.50	%	09/15/2027		825,908
	755,000	JB Hunt Transport Services, Inc.		3.88	%	03/01/2026		822,232
	1,460,000	Keysight Technologies, Inc.		4.60	%	04/06/2027		1,645,446
	1,655,000	Micron Technology, Inc.		2.70	%	04/15/2032		1,659,733
	795,000	Morgan Stanley		3.75	%	02/25/2023		822,549
	1,670,000	NextEra Energy Capital Holdings, Inc.		1.90	%	06/15/2028		1,655,101
	710,000	Northrop Grumman Corp.		4.40	%	05/01/2030		820,859
	1,515,000	NXP BV^		3.88	%	06/18/2026		1,637,439
	1,680,000	PerkinElmer, Inc.		1.90	%	09/15/2028		1,643,823
	1,660,000	Physicians Realty L.P.		2.63	%	11/01/2031		1,653,298
	1,310,000	SYSCO Corp.		5.95	%	04/01/2030		1,638,272
	1,695,000	Takeda Pharmaceutical Co., Ltd.		2.05	%	03/31/2030		1,663,572
	1,645,000	Verizon Communications, Inc.		2.10	%	03/22/2028		1,650,663
	1,565,000	Wells Fargo & Co.		3.00	%	10/23/2026		1,646,250
	945,000	West Fraser Timber Co., Ltd.^		4.35	%	10/15/2024		1,011,259
	825,000	Xylem, Inc.		1.95	%	01/30/2028		817,021
Total Corporate Bonds & Notes (Cost $40,954,989)								41,386,517
Asset Backed Securities — 10.8%
	510,000	American Homes 4 Rent Trust, Series 2015-SFR2 C^		4.69	%	10/18/2052		547,178
	900,000	CarMax Auto Owner Trust, Series 2021-2 C		1.34	%	02/16/2027		891,931
	615,000	Dext ABS LLC, Series 2021-1A A^		1.12	%	02/15/2028		613,547
	117,087	FHF Trust, Series 2020-1A A^		2.59	%	12/15/2023		117,626
	779,718	FHF Trust, Series 2021-2A A^		0.83	%	12/15/2026		774,669
	189,762	FHF Trust, Series 2021-1A A^		1.27	%	03/15/2027		188,634
	1,420,430	GoodLeap Sustainable Home Solutions Trust, Series 2021-4GS A^		1.93	%	07/20/2048		1,393,243
	890,000	GoodLeap Sustainable Home Solutions Trust, Series 2021-5CS A^		2.31	%	10/20/2048		890,026
	590,000	GTP Acquisition Partners I LLC, Series 2015-1-2^		3.48	%	06/15/2050		614,132
	1,575,000	HPEFS Equipment Trust, Series 2021-2A B^		0.61	%	09/20/2028		1,559,554
	700,000	HPEFS Equipment Trust, Series 2019-1A D^		2.72	%	09/20/2029		707,929
	500,000	HPEFS Equipment Trust, Series 2020-1A D^		2.26	%	02/20/2030		506,546
	1,059,840	HPEFS Equipment Trust, Series 2021-1A A2^		0.27	%	03/20/2031		1,058,914
	733,895	Invitation Homes Trust, Series 2018-SFR1 C (1 Month LIBOR USD + 1.25%)^		1.36	%	03/19/2037		733,977
	990,400	JPMorgan Chase Bank NA — CACLN, Series 2021-3 B^		0.76	%	02/25/2029		984,659
	487,056	MVW Owner Trust, Series 2017-1A A^		2.42	%	12/20/2034		492,439
	260,524	NYCTL Trust, Series 2019-A A^		2.19	%	11/10/2032		261,586
	145,000	Oportun Funding XIV LLC, Series 2021-A A^		1.21	%	03/08/2028		144,735

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

www.brownadvisory.com/mf

28

Brown Advisory Intermediate Income Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par
Value/Shares		Security Description	Rate			Maturity	Value $
Asset Backed Securities — 10.8% (Continued)
	374,630	Progress Residential Trust, Series 2019-SFR1 A^		3.42	%	03/19/2036		375,351
	600,000	Santander Drive Auto Receivables Trust, Series 2019-3 D		2.68	%	10/15/2025		608,067
	274,000	SBA Tower Trust, Series 2020-1-2^		2.33	%	01/15/2028		280,039
	400,000	SBA Tower Trust, Series 2020-1-2^		1.88	%	07/15/2050		399,868
	850,000	Stack Infrastructure Issuer LLC, Series 2020-1A A2^		1.89	%	08/25/2045		836,430
	750,000	Tesla Auto Lease Trust, Series 2020-A A3^		0.68	%	12/20/2023		750,349
	445,000	Tesla Auto Lease Trust, Series 2021-A C^		1.18	%	03/20/2025		442,230
	1,125,000	Vantage Data Centers LLC, Series 2020-1A A2^		1.65	%	09/15/2045		1,101,165
	500,000	Verizon Owner Trust, Series 2019-A C		3.22	%	09/20/2023		507,241
Total Asset Backed Securities (Cost $17,869,240)								17,782,065
U.S. Treasury Notes — 21.7%
	6,000,000	United States Treasury Note		0.38	%	03/31/2022		6,004,143
	3,500,000	United States Treasury Note		1.75	%	06/30/2022		3,526,610
	8,000,000	United States Treasury Note		1.63	%	08/15/2022		8,068,686
	6,775,000	United States Treasury Note		2.25	%	03/31/2026		7,069,289
	6,395,000	United States Treasury Note		2.88	%	05/15/2028		6,974,297
	4,385,000	United States Treasury Note		0.88	%	11/15/2030		4,174,657
Total U.S. Treasury Notes (Cost $35,575,437)								35,817,682
Affiliated Mutual Funds (Note 3) — 11.9%
	1,877,653	Brown Advisory Mortgage Securities Fund — Institutional Shares						19,583,926
Total Affiliated Mutual Funds (Cost $19,290,606)								19,583,926
Short-Term Investments — 3.6%
Money Market Funds — 3.6%
	6,030,382	First American Government Obligations Fund — Class Z, 0.02%*						6,030,382
Total Short-Term Investments (Cost $6,030,382)								6,030,382
Total Investments — 99.6% (Cost $163,799,470)								164,418,213
Other Assets in Excess of Liabilities — 0.4%								685,321
NET ASSETS — 100.0%							$	165,103,534

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

PORTFOLIO HOLDINGS

% of Net Assets

Mortgage Backed Securities	26.5	%
Corporate Bonds & Notes	25.1	%
U.S. Treasury Notes	21.7	%
Affiliated Mutual Funds	11.9	%
Asset Backed Securities	10.8	%
Money Market Funds	3.6	%
Other Assets and Liabilities	0.4	%
	100.0	%

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

www.brownadvisory.com/mf

29

Brown Advisory Total Return Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory Total Return Fund – Institutional Shares (the “Fund”) increased 0.37% in value. During the same period, the Bloomberg US Aggregate Bond Index (the “Index”), the Fund’s benchmark, increased 0.06%.

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

Despite this, curve positioning wound up being the most impactful factor for the Fund’s relative return over this period. The Fund was positioned for the yield curve to flatten, which we believed would be the most likely outcome should inflation pressure remain strong. During the second half of 2021, the five-year Treasury rose 37 basis points, while the 30-year Treasury fell 18 basis points. This curve flattening added about 30 basis points to relative performance.

Our credit selection was also a solid positive, as our corporate bond holdings outperformed those in the benchmark by 50 bps after adjusting for duration. Our Asset-back Security (ABS) and Commercial Mortgage-backed Security (CMBS) selections were also slightly ahead of benchmark. Combined, these added about 20 basis points to relative performance.

One detractor was Mortgage-backed Security (MBS) selection. We were overweight the 2% and 2.5% coupons during most of this period. The 2.5% coupon was one of the worst-performing bonds generally, and our selections also slightly underperformed the average. The combination of these two factors probably subtracted 10 basis points from relative performance.

Looking forward, we continue to think that positioning underweight duration generally, and for the curve to flatten specifically, is the right risk management decision to help ameliorate any potential volatility in the bond market. However, we doubt the effect is as dramatic as it was during the later part of 2021. Indeed, in each of last two years, performance in the bond market (as well as this Fund) has been dominated by top-down factors: first, the large swings in credit spreads in 2020, and then, interest rates in 2021. We think 2022 will return to a bit more “normal” environment, where our relative performance is more likely to be driven by individual security selection.

Sincerely,

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. 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. The Adviser assesses a company’s Environmental, Social and Governance (“ESG”) profile through conducting ESG research and leveraging engagement when appropriate through dialogue with company management teams as part of its fundamental due diligence process. The Adviser views ESG characteristics as material to fundamentals and seeks to understand their impact on companies in which the Fund may invest.

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.

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

www.brownadvisory.com/mf

30

Brown Advisory Total Return Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 34.5%
	1,800,000	BAMLL Commercial Mortgage Securities Trust,
		Series 2018-DSNY C (1 Month LIBOR USD + 1.35%)^		1.46	%	09/15/2034		1,780,406
	1,250,000	BAMLL Commercial Mortgage Securities Trust,
		Series 2019-RLJ C (1 Month LIBOR USD + 1.60%)^		1.71	%	04/15/2036		1,242,237
	4,960,602	Bayview MSR Opportunity Master Fund Trust INV2, Series 2021-6 A1#^		3.00	%	10/25/2051		5,092,689
	4,888,864	Bayview MSR Opportunity Master Fund Trust INV5, Series 2021-5 A2#^		2.50	%	11/25/2051		4,914,379
	8,219,200	BX Commercial Mortgage Trust, Series 2021-VOLT D (1 Month LIBOR USD + 1.65%)^		1.76	%	09/15/2036		8,163,846
	1,252,562	BX Commercial Mortgage Trust, Series 2020-BXLP C (1 Month LIBOR USD + 1.25%)^		1.36	%	12/15/2036		1,249,348
	940,000	BX Trust, Series 2019-CALM C (1 Month LIBOR USD + 1.30%)^		1.41	%	11/15/2032		936,168
	3,445,000	BX Trust, Series 2021-SDMF B (1 Month LIBOR USD + 0.74%)^		0.85	%	09/15/2034		3,384,687
	500,000	CAMB Commercial Mortgage Trust, Series 2019-LIFE B (1 Month LIBOR USD + 1.25%)^		1.36	%	12/15/2037		500,805
	500,000	CAMB Commercial Mortgage Trust, Series 2019-LIFE C (1 Month LIBOR USD + 1.45%)^		1.56	%	12/15/2037		500,870
	1,563,256	Connecticut Avenue Securities Trust, Series 2021-R01 1M1 (SOFR30A + 0.75%)^		0.80	%	10/25/2041		1,563,737
	4,699,803	Connecticut Avenue Securities Trust, Series 2021-R02 2M1 (SOFR30A + 0.90%)^		0.95	%	11/25/2041		4,704,821
	600,000	CORE Mortgage Trust, Series 2019-CORE C (1 Month LIBOR USD + 1.30%)^		1.41	%	12/15/2031		592,276
	1,250,000	CSMC, Series 2019-ICE4 C (1 Month LIBOR USD + 1.43%)^		1.54	%	05/15/2036		1,247,851
	2,950,000	CSMC, Series 2019-ICE4 D (1 Month LIBOR USD + 1.60%)^		1.71	%	05/15/2036		2,943,255
	4,000,000	DBGS Mortgage Trust, Series 2018-C1 7EA^		4.64	%	10/17/2051		3,990,023
	4,000,000	FHLMC MSCR Trust, Series 2021-MN3 M1 (SOFR30A + 2.30%)^		2.35	%	11/27/2051		3,980,414
	835,624	FHLMC PC, Pool# G3-1063		3.50	%	11/01/2037		891,209
	3,839,777	FHLMC PC, Pool# SD-0580		3.00	%	04/01/2051		4,001,882
	1,977,951	FHLMC PC, Pool# QC-2694		2.50	%	06/01/2051		2,023,739
	632,988	FHLMC REMIC, Series 4094 NI~		2.50	%	03/15/2027		15,131
	1,608,247	FHLMC REMIC, Series 4107 LI~		3.00	%	08/15/2027		171,574
	1,602,365	FHLMC REMIC, Series 4143 IA~		3.50	%	09/15/2042		158,262
	3,211,284	FHLMC REMIC, Series 4774 LP		3.50	%	09/15/2046		3,303,692
	277,819	FHLMC SCRTT, Series 2017-1 M1#^		4.00	%	01/25/2056		280,258
	3,744,505	FHMS, Series K-021 X1#~		1.38	%	06/25/2022		2,929
	10,204,380	FHMS, Series K-C02 X1#~		0.37	%	03/25/2024		68,642
	4,311,482	FHMS, Series K-038 X1#~		1.10	%	03/25/2024		92,122
	63,124,353	FHMS, Series K-047 X1#~		0.12	%	05/25/2025		279,395
	9,456,283	FHMS, Series Q-013 XPT1~		1.66	%	05/25/2025		292,053
	19,128,924	FHMS, Series K-C06 X1#~		0.90	%	06/25/2025		482,451
	10,314,866	FHMS, Series K-734 X1#~		0.65	%	02/25/2026		239,129
	6,612,160	FHMS, Series K-735 X1#~		0.96	%	05/25/2026		244,675
	8,478,180	FHMS, Series K-736 X1#~		1.31	%	07/25/2026		411,475
	658,508	FHMS, Series K-058 X1#~		0.92	%	08/25/2026		24,750
	2,996,313	FHMS, Series K-C04 X1#~		1.25	%	12/25/2026		123,393
	7,506,692	FHMS, Series Q-013 XPT2~		1.81	%	05/25/2027		262,746
	1,331,580	FHMS, Series K-W03 X1#~		0.83	%	06/25/2027		44,918
	7,460,508	FHMS, Series K-C05 X1#~		1.20	%	07/25/2027		330,248
	6,000,000	FHMS, Series K-739 XAM#~		1.61	%	09/25/2027		502,563
	16,500,000	FHMS, Series K-740 XAM#~		1.11	%	10/25/2027		975,761
	9,841,431	FHMS, Series K-070 X1#~		0.33	%	11/25/2027		179,339
	296,086	FHMS, Series Q-006 APT1#		2.59	%	04/25/2028		306,360
	4,968,370	FHMS, Series K-087 X1#~		0.36	%	12/25/2028		120,426
	3,986,636	FHMS, Series K-092 X1#~		0.71	%	04/25/2029		189,285
	5,492,676	FHMS, Series K-G01 X1#~		0.97	%	04/25/2029		286,390
	3,536,427	FHMS, Series K-094 X1#~		0.88	%	06/25/2029		207,120
	4,493,444	FHMS, Series K-103 X1#~		0.64	%	11/25/2029		205,415
	4,800,000	FHMS, Series K-110 XAM#~		1.87	%	04/25/2030		678,388
	4,750,000	FHMS, Series K-111 XAM#~		1.80	%	05/25/2030		651,723
	6,238,500	FHMS, Series K-114 XAM#~		1.34	%	06/25/2030		648,629
	9,300,000	FHMS, Series K-115 XAM#~		1.55	%	07/25/2030		1,114,054
	173,814	FHMS, Series Q-010 APT1#		2.69	%	04/25/2046		174,869
	2,029,248	FHMS, Series Q-007 APT2#		3.32	%	10/25/2047		2,103,162

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

www.brownadvisory.com/mf

31

Brown Advisory Total Return Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 34.5% (Continued)
	1,091,110	FHMS, Series Q-013 APT1#		1.20	%	05/25/2050		1,090,678
	500,000	FNMA, Pool# AN0287		2.95	%	11/01/2025		527,479
	1,000,000	FNMA, Pool# AN1614		2.47	%	06/01/2026		1,025,201
	1,367,233	FNMA, Pool# AN3755		2.92	%	12/01/2026		1,419,893
	3,000,000	FNMA, Pool# BL4576		2.70	%	10/01/2031		3,251,416
	565,114	FNMA, Pool# MA2897		3.00	%	02/01/2037		593,734
	255,913	FNMA, Pool# 467095		5.90	%	01/01/2041		294,398
	168,918	FNMA, Pool# 469130		4.87	%	10/01/2041		189,224
	191,252	FNMA, Pool# BH7686		4.50	%	12/01/2047		206,827
	93,128	FNMA, Pool# BK5105		5.50	%	05/01/2048		103,340
	109,815	FNMA, Pool# BK8032		5.50	%	06/01/2048		123,016
	95,053	FNMA, Pool# BN0202		5.50	%	09/01/2048		105,951
	109,763	FNMA, Pool# BN4936		5.50	%	12/01/2048		120,730
	108,933	FNMA, Pool# BN4921		5.50	%	01/01/2049		119,809
	2,399,080	FNMA, Pool# FM4866		2.50	%	10/01/2050		2,452,451
	5,249,691	FNMA, Pool# FM6708		2.50	%	01/01/2051		5,373,069
	3,941,666	FNMA, Pool# MA4238		2.50	%	01/01/2051		4,028,482
	6,404,347	FNMA, Pool# BT0539		2.50	%	05/01/2051		6,548,529
	5,720,058	FNMA, Pool# BR8946		2.50	%	05/01/2051		5,846,042
	3,910,738	FNMA, Pool# BT8676		2.50	%	09/01/2051		3,996,872
	5,883,865	FNMA, Pool# BT1090		2.50	%	05/01/2051		6,013,457
	2,985,545	FNMA, Pool# FM8754		3.00	%	09/01/2051		3,137,429
	2,999,875	FNMA REMIC Trust, Series 2021-M20 A1#		1.84	%	10/25/2031		3,059,207
	20,977,991	FNMA REMIC Trust, Series 2019-M23 X3#~		0.28	%	10/27/2031		529,671
	7,200,825	FNMA REMIC Trust, Series 2021-95 WI#~		1.74	%	05/25/2035		378,043
	256,663	FNMA REMIC Trust, Series 2012-65 HJ		5.00	%	07/25/2040		279,806
	1,186,344	FNMA REMIC Trust, Series 2019-47 QA		3.00	%	06/25/2049		1,224,466
	1,411,215	FNMA REMIC Trust, Series 2020-10 Q		3.00	%	03/25/2050		1,450,280
	1,222,129	FNMA REMIC Trust, Series 2021-01 PA		1.00	%	11/25/2050		1,173,816
	3,718,705	FNMA REMIC Trust, Series 2021-47 IO~		2.50	%	07/25/2051		494,802
	2,000,000	FREMF Mortgage Trust, Series 2019-K102 B#^		3.53	%	10/25/2029		2,106,342
	2,790,600	FREMF Mortgage Trust, Series 2020-KF75 B (1 Month LIBOR USD + 2.25%)^		2.34	%	12/26/2029		2,778,790
	2,020,000	FREMF Mortgage Trust, Series 2020-K105 B#^		3.53	%	02/25/2030		2,115,189
	1,750,000	FREMF Mortgage Trust, Series 2016-K723 B#^		3.57	%	10/25/2039		1,805,129
	3,325,000	FREMF Mortgage Trust, Series 2015-K47 B#^		3.59	%	06/25/2048		3,508,646
	1,785,000	FREMF Mortgage Trust, Series 2017-K64 B#^		3.99	%	05/25/2050		1,934,370
	1,500,000	FREMF Mortgage Trust, Series 2019-K89 B#^		4.29	%	01/25/2051		1,675,772
	1,500,000	FREMF Mortgage Trust, Series 2019-K734 B#^		4.05	%	02/25/2051		1,609,372
	2,000,000	FREMF Mortgage Trust, Series 2019-K735 B#^		4.02	%	05/25/2052		2,156,797
	750,000	FREMF Mortgage Trust, Series 2019-K736 B#^		3.76	%	09/25/2052		794,925
	314,076	GNMA, Pool# 723334X		5.00	%	09/15/2039		364,268
	2,590,198	GNMA REMIC Trust, Series 2017-167 SE (1 Month LIBOR USD + 6.20%)~		6.10	%	11/20/2047		458,335
	1,145,335	GNMA REMIC Trust, Series 2019-152 LC		3.50	%	10/20/2049		1,159,081
	1,956,236	GNMA REMIC Trust, Series 2021-136 BD		2.00	%	08/20/2051		1,936,467
	494,329	GNMA REMIC Trust, Series 2014-45 B1#~		0.66	%	07/16/2054		9,866
	298,987	GNMA REMIC Trust, Series 2014-135 I0#~		0.44	%	01/16/2056		7,276
	315,929	GNMA REMIC Trust, Series 2015-172 I0#~		0.58	%	03/16/2057		8,785
	559,672	GNMA REMIC Trust, Series 2016-40 I0#~		0.61	%	07/16/2057		16,843
	448,060	GNMA REMIC Trust, Series 2016-56 I0#~		0.88	%	11/16/2057		21,834
	598,871	GNMA REMIC Trust, Series 2016-98 I0#~		0.87	%	05/16/2058		29,219
	4,868,099	GNMA REMIC Trust, Series 2021-084 ED		1.00	%	07/16/2060		4,666,522
	1,000,000	JPMCC, Series 2019-BKWD C (1 Month LIBOR USD + 1.60%)^		1.71	%	09/17/2029		984,007
	1,500,000	MRCD Mortgage Trust, Series 2019-PARK C^		2.72	%	12/15/2036		1,493,192
	600,000	MSC, Series 2019-NUGS B (1 Month LIBOR USD + 1.30%)^		2.80	%	12/15/2036		601,178
	1,000,000	Natixis Commercial Mortgage Securities Trust, Series 2020-2PAC C^		3.40	%	12/16/2038		1,020,291
Total Mortgage Backed Securities (Cost $155,317,141)								157,296,583

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

www.brownadvisory.com/mf

32

Brown Advisory Total Return Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Corporate Bonds & Notes — 34.3%
	4,555,000	AerCap Ireland Capital DAC / AerCap Global Aviation Trust		3.00	%	10/29/2028		4,626,915
	3,765,000	Alexandria Real Estate Equities, Inc.		4.90	%	12/15/2030		4,532,109
	2,115,000	Allison Transmission, Inc.^		5.88	%	06/01/2029		2,302,981
	2,205,000	Beacon Roofing Supply, Inc.^		4.50	%	11/15/2026		2,285,361
	1,940,000	Booking Holdings, Inc.		4.63	%	04/13/2030		2,266,496
	1,085,000	Boyd Gaming Corp.^		8.63	%	06/01/2025		1,163,901
	2,153,000	Brinker International, Inc.^		5.00	%	10/01/2024		2,295,486
	4,720,000	Brunswick Corp.		2.40	%	08/18/2031		4,536,168
	2,535,000	Carrols Restaurant Group, Inc.^		5.88	%	07/01/2029		2,285,062
	2,193,000	CCM Merger, Inc.^		6.38	%	05/01/2026		2,289,942
	2,290,000	Clearway Energy Operating LLC^		3.75	%	02/15/2031		2,287,802
	4,255,000	Colonial Enterprises, Inc.^		3.25	%	05/15/2030		4,496,456
	5,313,000	Conservation Fund		3.47	%	12/15/2029		5,618,375
	2,315,000	Crowdstrike Holdings, Inc.		3.00	%	02/15/2029		2,289,662
	4,325,000	Crown Castle International Corp.		3.30	%	07/01/2030		4,572,050
	4,185,000	Darden Restaurants, Inc.		3.85	%	05/01/2027		4,536,550
	2,325,000	Enel Finance International NV^		2.25	%	07/12/2031		2,253,961
	4,675,000	Enterprise Products Operating LLC
		(Fixed until 08/16/2022, then 3 Month LIBOR USD + 2.99%)		4.88	%	08/16/2077		4,383,089
	4,050,000	Exelon Corp.		4.05	%	04/15/2030		4,508,856
	2,280,000	Ford Motor Co.		3.25	%	02/12/2032		2,339,280
	4,325,000	Fortis, Inc.		3.06	%	10/04/2026		4,507,611
	2,065,000	Graphic Packaging International LLC^		4.75	%	07/15/2027		2,237,221
	3,115,000	Hasbro, Inc.		3.90	%	11/19/2029		3,441,119
	1,047,000	Hawaiian Brand Intellectual Property, Ltd.^		5.75	%	01/20/2026		1,096,832
	1,673,000	KeHE Distributors LLC^		8.63	%	10/15/2026		1,798,057
	2,315,000	LBM Acquisition LLC^		6.25	%	01/15/2029		2,292,220
	4,085,000	Lear Corp.		4.25	%	05/15/2029		4,516,400
	4,020,000	Marriott International, Inc.		4.65	%	12/01/2028		4,515,746
	3,984,000	Marvell Technology, Inc.		4.88	%	06/22/2028		4,571,672
	2,275,000	Mauser Packaging Solutions Holding Co.^		7.25	%	04/15/2025		2,283,304
	2,280,000	Mercer International, Inc.		5.13	%	02/01/2029		2,332,577
	4,545,000	Micron Technology, Inc.		2.70	%	04/15/2032		4,557,999
	2,180,000	ModivCare, Inc.^		5.88	%	11/15/2025		2,291,616
	2,040,000	NextEra Energy Capital Holdings, Inc.
		(Fixed until 12/01/2027, then 3 Month LIBOR USD + 2.41%)		4.80	%	12/01/2077		2,176,407
	4,177,000	NXP BV^		3.88	%	06/18/2026		4,514,577
	2,255,000	Option Care Health, Inc.^		4.38	%	10/31/2029		2,264,088
	2,165,000	Performance Food Group, Inc.^		6.88	%	05/01/2025		2,267,632
	4,655,000	PerkinElmer, Inc.		2.25	%	09/15/2031		4,536,887
	4,550,000	Physicians Realty L.P.		2.63	%	11/01/2031		4,531,630
	4,160,000	PVH Corp.		4.63	%	07/10/2025		4,536,039
	2,375,000	Rackspace Technology Global, Inc.^		5.38	%	12/01/2028		2,319,045
	3,605,000	SYSCO Corp.		5.95	%	04/01/2030		4,508,374
	4,670,000	Takeda Pharmaceutical Co., Ltd.		2.05	%	03/31/2030		4,583,410
	1,910,000	Terminix Co. LLC		7.45	%	08/15/2027		2,389,868
	4,365,000	VF Corp.		2.95	%	04/23/2030		4,537,162
	2,300,000	VOC Escrow, Ltd.^		5.00	%	02/15/2028		2,280,335
	4,305,000	West Fraser Timber Co., Ltd.^		4.35	%	10/15/2024		4,606,847
Total Corporate Bonds & Notes (Cost $153,378,801)								156,365,177
Asset Backed Securities — 14.3%
	540,000	American Homes 4 Rent, Series 2014-SFR2 D^		5.15	%	10/17/2036		568,959
	2,000,000	American Homes 4 Rent, Series 2014-SFR3 B^		4.20	%	12/18/2036		2,081,864
	520,000	American Homes 4 Rent, Series 2015-SFR1 D^		4.41	%	04/18/2052		541,225
	1,000,000	AmeriCredit Automobile Receivables Trust, Series 2020-2 C		1.48	%	02/18/2026		1,006,367
	2,196,000	AmeriCredit Automobile Receivables Trust, Series 2021-1 D		1.21	%	12/18/2026		2,168,920

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

www.brownadvisory.com/mf

33

Brown Advisory Total Return Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Asset Backed Securities — 14.3% (Continued)
	2,255,000	CarMax Auto Owner Trust, Series 2021-2 C		1.34	%	02/16/2027		2,234,784
	500,000	CNH Equipment Trust, Series 2020-A A4		1.51	%	04/15/2027		503,643
	1,680,000	Dext ABS LLC, Series 2021-1 A^		1.12	%	02/15/2028		1,676,030
	540,000	Dext ABS LLC, Series 2021-1 B^		1.76	%	02/15/2028		536,135
	681,645	Dext ABS LLC, Series 2020-1 A^		1.46	%	02/16/2027		682,369
	1,000,000	Drive Auto Receivables Trust, Series 2019-3 D		3.18	%	10/15/2026		1,020,789
	1,320,000	Drive Auto Receivables Trust, Series 2020-1 D		2.70	%	05/15/2027		1,345,109
	5,200,000	Dryden 64 CLO Ltd., Series 2018-64A A (3 Month LIBOR USD + 0.97%)^		1.09	%	04/18/2031		5,200,562
	1,500,000	Exeter Automobile Receivables Trust, Series 2019-3A D^		3.11	%	08/15/2025		1,534,713
	1,170,872	FHF Trust, Series 2020-1A A^		2.59	%	12/15/2023		1,176,264
	1,217,343	FHF Trust, Series 2021-1A A^		1.27	%	03/15/2027		1,210,104
	303,502	FREED ABS Trust, Series 2021-1CP A^		0.66	%	03/20/2028		303,176
	1,000,000	GM Financial Automobile Leasing Trust, Series 2021-2 C		1.01	%	05/20/2025		989,356
	2,992,373	GoodLeap Sustainable Home Solutions Trust, Series 2021-4 A^		1.93	%	07/20/2048		2,935,100
	2,440,000	GoodLeap Sustainable Home Solutions Trust, Series 2021-5 A^		2.31	%	10/20/2048		2,440,072
	750,000	HPEFS Equipment Trust, Series 2020-1A C^		2.03	%	02/20/2030		757,547
	1,000,000	HPEFS Equipment Trust, Series 2020-1A D^		2.26	%	02/20/2030		1,013,092
	1,380,000	HPEFS Equipment Trust, Series 2021-1A D^		1.03	%	03/20/2031		1,362,937
	2,199,685	Invitation Homes Trust, Series 2018-SFR1 C (1 Month LIBOR USD + 1.25%)^		1.36	%	03/19/2037		2,199,931
	2,579,960	JPMorgan Chase Bank NA — CACLN, Series 2021-2 B^		0.89	%	12/25/2028		2,567,782
	2,713,953	JPMorgan Chase Bank NA — CACLN, Series 2021-3 B^		0.76	%	02/25/2029		2,698,220
	1,363,757	MVW Owner Trust, Series 2017-1A A^		2.42	%	12/20/2034		1,378,828
	512,537	Newtek Small Business Loan Trust, Series 2018-1 A (PRIME + -0.55%)^		2.70	%	02/25/2044		514,434
	5,000,000	Octagon Investment Partners 54, Ltd., Series 2021-1A A1 (3 Month LIBOR USD + 1.12%)^		1.25	%	07/17/2034		4,989,310
	640,000	Oportun Funding XIV LLC, Series 2021-A A^		1.21	%	03/08/2028		638,830
	1,000,000	Prestige Auto Receivables Trust, Series 2019-1A D^		3.01	%	08/15/2025		1,014,427
	790,000	Santander Drive Auto Receivables Trust, Series 2019-3 D		2.68	%	10/15/2025		800,622
	364,000	SBA Tower Trust, Series 2020-1-2^		2.33	%	01/15/2028		372,023
	2,700,000	Stack Infrastructure Issuer LLC, Series 2020-1A A2^		1.89	%	08/25/2045		2,656,897
	5,800,000	Symphony CLO XIX, Ltd., Series 2018-19A A (3 Month LIBOR USD + 0.96%)^		1.08	%	04/16/2031		5,801,148
	2,180,000	Tesla Auto Lease Trust, Series 2021-A C^		1.18	%	03/20/2025		2,166,430
	325,141	Theorem Funding Trust, Series 2020-1A A^		2.48	%	10/15/2026		326,158
	3,000,000	Vantage Data Centers LLC, Series 2020-1A A2^		1.65	%	09/15/2045		2,936,441
	1,000,000	Westlake Automobile Receivables Trust, Series 2020-2A C^		2.01	%	07/15/2025		1,011,324
Total Asset Backed Securities (Cost $65,587,510)								65,361,922
Municipal Bonds — 0.4%
	230,000	American Municipal Power, Inc.		6.05	%	02/15/2043		341,910
	1,200,000	Health Care Authority for Baptist Health		5.50	%	11/15/2043		1,587,558
Total Municipal Bonds (Cost $1,525,162)								1,929,468
U.S. Treasury Notes — 13.1%
	28,615,000	United States Treasury Note		0.38	%	03/31/2022		28,634,756
	30,470,000	United States Treasury Note		2.75	%	04/30/2023		31,366,841
Total U.S. Treasury Notes (Cost $60,143,126)								60,001,597

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

www.brownadvisory.com/mf

34

Brown Advisory Total Return Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares/
Par Value		Security Description	Value $
Short-Term Investments — 2.0%
Money Market Funds — 1.6%
	7,155,137	First American Government Obligations Fund — Class Z, 0.02%*		7,155,137
U.S. Treasury Bills — 0.4%
	1,800,000	United States Treasury Bill, 01/13/2022, 0.05%†		1,799,995
Total Short-Term Investments (Cost $8,955,109)				8,955,132
Total Investments — 98.6% (Cost $444,906,849)				449,909,879
Other Assets in Excess of Liabilities — 1.4%				6,274,289
NET ASSETS — 100.0%			$	456,184,168

#	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

Mortgage Backed Securities	34.5	%
Corporate Bonds & Notes	34.3	%
Asset Backed Securities	14.3	%
U.S. Treasury Notes	13.1	%
Money Market Funds	1.6	%
Municipal Bonds	0.4	%
U.S. Treasury Bills	0.4	%
Other Assets and Liabilities	1.4	%
	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		31	3/31/22	$	6,776,549		$	6,763,328			$	(13,221	)
U.S. Treasury Long Bond Futures		242	3/22/22		38,779,234			38,825,875				46,641
U.S. Treasury Ultra Bond Futures		362	3/22/22		71,207,763			71,359,250				151,487
				$	116,763,546		$	116,948,453			$	184,907
Futures Contracts — Short (Note 6)
				Notional			Notional			Unrealized Appreciation
Issue	Contracts		Expiration Date	Amount			Value				(Depreciation)
U.S. Treasury 5-Year Note Futures		(125)	3/31/22	$	(15,129,425	)	$	(15,122,071	)		$	7,354
U.S. Treasury 10-Year Note Futures		(405)	3/22/22		(52,676,544	)		(52,839,844	)			(163,300	)
U.S. Treasury 10-Year Ultra Note Futures		(161)	3/22/22		(23,427,247	)		(23,576,438	)			(149,191	)
				$	(91,233,216	)	$	(91,538,353	)		$	(305,137	)

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

35

Brown Advisory Sustainable Bond Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory Sustainable Bond Fund – Investor Shares (the “Fund”) increased 0.17% in value. During the same period, the Bloomberg US Aggregate Bond Index (the “Index”), the Fund’s benchmark increased 0.06%.

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

Despite this, curve positioning wound up being the most impactful factor for the Fund’s relative return over this period. The Fund was positioned for the yield curve to flatten, which we believed would be the most likely outcome should inflation pressure remain strong. During the second half of 2021, the five-year Treasury rose 37 basis points, while the 30-year Treasury fell 18 basis points. This curve flattening added about 30 basis points to relative performance.

Our credit allocation had little effect on relative performance. We typically aim to have bottom-up selection be the driver of portfolio alpha. However, the lack of spread volatility during this period resulted in less differentiation among credits. Our corporate bond positions performed about in line with those in the Index after adjusting for duration.

One detractor was mortgage-back securities selection. We were overweight the 2% and 2.5% coupons during most of this period. The 2.5% coupon was one of the worst-performing bonds generally, and our selections also slightly underperformed the average. The combination of these two factors probably subtracted 10 basis points from relative performance.

Looking forward, we continue to think that positioning underweight duration generally, and for the curve to flatten specifically, is the right risk management decision to help ameliorate any potential volatility in the bond market. However, we doubt the effect will be as dramatic as it was during the later part of 2021. Indeed, in each of last two years, performance in the bond market (as well as this Fund) has been dominated by top-down factors: first, the large swings in credit spreads in 2020, and then, interest rates in 2021. We think 2022 will return to a bit more “normal” environment, where our relative performance is more likely to be driven by individual security selection.

We expect to publish our 2021 Impact Report in February and look forward to sharing more detail about the impact in the Fund and outlook for the sustainable landscape in 2022.

Sincerely,

Amy Hauter, 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. 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.

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.

Because the Fund’s ESG criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to the funds that do not use these criteria.

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

www.brownadvisory.com/mf

36

Brown Advisory Sustainable Bond Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Corporate Bonds & Notes — 36.3%
	2,795,000	AerCap Ireland Capital DAC / AerCap Global Aviation Trust		3.00	%	10/29/2028		2,839,128
	2,375,000	Alexandria Real Estate Equities, Inc.		4.90	%	12/15/2030		2,858,900
	1,300,000	Allison Transmission, Inc.^		5.88	%	06/01/2029		1,415,544
	2,720,000	American Tower Corp.		3.13	%	01/15/2027		2,851,303
	2,750,000	Amphenol Corp.		2.80	%	02/15/2030		2,839,564
	2,885,000	Bank of America Corp. (Fixed until 09/25/2024, then SOFR + 0.91%)		0.98	%	09/25/2025		2,852,386
	2,960,000	Brunswick Corp.		2.40	%	08/18/2031		2,844,715
	2,820,000	Citigroup, Inc. (Fixed until 05/15/2023, then SOFR + 1.67%)		1.68	%	05/15/2024		2,852,417
	1,405,000	Clearway Energy Operating LLC  ^		3.75	%	02/15/2031		1,403,651
	2,399,000	Conservation Fund		3.47	%	12/15/2029		2,536,887
	1,325,000	Consolidated Edison Co. of New York, Inc.		3.35	%	04/01/2030		1,427,870
	1,450,000	Crowdstrike Holdings, Inc.		3.00	%	02/15/2029		1,434,130
	2,695,000	Crown Castle International Corp.		3.30	%	07/01/2030		2,848,942
	3,800,000	CVS Health Corp.		4.30	%	03/25/2028		4,270,912
	2,935,000	Enel Finance International NV^		2.25	%	07/12/2031		2,845,323
	2,875,000	Equinix, Inc.		2.50	%	05/15/2031		2,879,397
	765,000	Ford Foundation		2.42	%	06/01/2050		727,932
	1,405,000	Ford Motor Co.		3.25	%	02/12/2032		1,441,530
	2,735,000	Fortis, Inc.		3.06	%	10/04/2026		2,850,477
	1,310,000	Graphic Packaging International LLC^		4.75	%	07/15/2027		1,419,254
	2,585,000	Hasbro, Inc.		3.90	%	11/19/2029		2,855,632
	668,000	Hawaiian Brand Intellectual Property, Ltd.^		5.75	%	01/20/2026		699,793
	2,625,000	JB Hunt Transport Services, Inc.		3.88	%	03/01/2026		2,858,755
	1,000,000	KeHE Distributors LLC^		8.63	%	10/15/2026		1,074,750
	1,160,000	Land O’Lakes, Inc.^		7.25	%	07/14/2027		1,255,758
	1,420,000	LBM Acquisition LLC^		6.25	%	01/15/2029		1,406,027
	2,520,000	Marriott International, Inc.		4.65	%	12/01/2028		2,830,766
	2,495,000	Marvell Technology, Inc.		4.88	%	06/22/2028		2,863,033
	2,830,000	Micron Technology, Inc.		2.70	%	04/15/2032		2,838,094
	2,620,000	NextEra Energy Capital Holdings, Inc.
		(Fixed until 12/01/2027, then 3 Month LIBOR USD + 2.41%)		4.80	%	12/01/2077		2,795,190
	2,630,000	NXP BV^		3.88	%	06/18/2026		2,842,551
	1,420,000	Option Care Health, Inc.^		4.38	%	10/31/2029		1,425,723
	2,925,000	PerkinElmer, Inc.		2.25	%	09/15/2031		2,850,783
	2,855,000	Physicians Realty LP		2.63	%	11/01/2031		2,843,473
	2,595,000	PVH Corp.		4.63	%	07/10/2025		2,829,572
	1,460,000	Rackspace Technology Global, Inc.^		5.38	%	12/01/2028		1,425,602
	2,930,000	Takeda Pharmaceutical Co., Ltd.		2.05	%	03/31/2030		2,875,673
	900,000	Trustees of the University of Pennsylvania		4.01	%	08/15/2047		995,496
	3,950,000	Verisk Analytics, Inc.		4.00	%	06/15/2025		4,249,062
	3,860,000	Verizon Communications, Inc.		3.88	%	02/08/2029		4,285,183
	2,740,000	VF Corp.		2.95	%	04/23/2030		2,848,070
	2,935,000	VMware, Inc.		1.80	%	08/15/2028		2,861,024
	2,645,000	West Fraser Timber Co., Ltd.^		4.35	%	10/15/2024		2,830,456
Total Corporate Bonds & Notes (Cost $102,954,797)								104,080,728
Mortgage Backed Securities — 36.3%
	4,566,200	BX Commercial Mortgage Trust, Series 2021-VOLT D (1 Month LIBOR USD + 1.65%)^		1.76	%	09/15/2036		4,535,447
	500,000	CAMB Commercial Mortgage Trust, Series 2019-LIFE B (1 Month LIBOR USD + 1.25%)^		1.36	%	12/15/2037		500,805
	500,000	CAMB Commercial Mortgage Trust, Series 2019-LIFE C (1 Month LIBOR USD + 1.45%)^		1.56	%	12/15/2037		500,870
	600,000	CORE Mortgage Trust, Series 2019-CORE C (1 Month LIBOR USD + 1.30%)^		1.41	%	12/15/2031		592,276
	500,000	CSMC, Series 2019-ICE4 C (1 Month LIBOR USD + 1.43%)^		1.54	%	05/15/2036		499,141
	1,350,000	CSMC, Series 2019-ICE4 D (1 Month LIBOR USD + 1.60%)^		1.71	%	05/15/2036		1,346,913
	1,000,000	FHLMC PC, Pool# WN-2029		2.39	%	01/01/2029		1,014,108
	2,200,000	FHLMC PC, Pool# WN-1090		2.15	%	02/01/2031		2,220,409
	4,221,609	FHLMC PC, Pool# SD-0580		3.00	%	04/01/2051		4,399,834
	5,633,754	FHLMC PC, Pool# RA-6064		2.50	%	09/01/2051		5,850,196

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

www.brownadvisory.com/mf

37

Brown Advisory Sustainable Bond Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 36.3% (Continued)
	174,604	FHLMC STACR, Series 2015-HQ2 M3 (1 Month LIBOR USD + 3.25%)		3.35	%	05/27/2025		176,505
	102,263	FHMS, Series K-W01 A1		2.59	%	05/25/2025		105,389
	600,000	FHMS, Series K-G01 A7		2.88	%	04/25/2026		633,398
	570,677	FHMS, Series K-W03 X1#~		0.83	%	06/25/2027		19,251
	300,000	FHMS, Series K-W03 A2		3.02	%	06/25/2027		320,889
	629,184	FHMS, Series Q-006 APT1#		2.59	%	04/25/2028		651,015
	5,492,676	FHMS, Series K-G01 X1#~		0.97	%	04/25/2029		286,390
	6,250,000	FHMS, Series K-G02 X1#~		1.02	%	08/25/2029		410,659
	800,000	FHMS, Series K-G03 A2#		1.30	%	06/25/2030		772,148
	1,960,000	FHMS, Series K-SG1 A2		1.50	%	09/25/2030		1,921,330
	1,850,000	FHMS, Series K-G04 A2		1.49	%	11/25/2030		1,809,018
	173,814	FHMS, Series Q-010 APT1#		2.69	%	04/25/2046		174,869
	444,061	FHMS, Series Q-007 APT1#		2.99	%	10/25/2047		447,539
	727,406	FHMS, Series Q-013 APT1#		1.20	%	05/25/2050		727,118
	2,400,000	FNMA, Pool# BL3537		2.61	%	08/01/2026		2,501,028
	979,142	FNMA, Pool# AN6809		2.91	%	09/01/2027		1,028,493
	2,000,000	FNMA, Pool# AN7996		3.15	%	02/01/2028		2,122,036
	2,500,000	FNMA, Pool# AN8982		3.44	%	05/01/2028		2,667,833
	1,283,000	FNMA, Pool# BL7071		1.91	%	06/01/2035		1,253,869
	93,128	FNMA, Pool# BK5105		5.50	%	05/01/2048		103,340
	109,815	FNMA, Pool# BK8032		5.50	%	06/01/2048		123,016
	95,053	FNMA, Pool# BN0202		5.50	%	09/01/2048		105,951
	109,763	FNMA, Pool# BN4936		5.50	%	12/01/2048		120,730
	108,933	FNMA, Pool# BN4921		5.50	%	01/01/2049		119,809
	3,720,457	FNMA, Pool# CB1050		2.50	%	07/01/2051		3,806,234
	2,985,545	FNMA, Pool# FM8754		3.00	%	09/01/2051		3,137,429
	75,410	FNMA REMIC Trust, Series 2017-M2 A2#		2.78	%	02/25/2027		79,738
	733,011	FNMA REMIC Trust, Series 2017-M13 A2#		2.93	%	09/25/2027		783,696
	1,930,000	FNMA REMIC Trust, Series 2019-M1 A2#		3.55	%	09/25/2028		2,154,028
	2,360,000	FNMA REMIC Trust, Series 2019-M22 A2		2.52	%	08/27/2029		2,488,905
	1,675,000	FREMF Mortgage Trust, Series 2019-KG01 B#^		4.16	%	04/25/2029		1,763,776
	1,000,000	FREMF Mortgage Trust, Series 2019-K89 B#^		4.29	%	01/25/2051		1,117,181
	1,000,000	FREMF Mortgage Trust, Series 2019-K734 B#^		4.05	%	02/25/2051		1,072,915
	1,250,000	FREMF Mortgage Trust, Series 2019-K735 B#^		4.02	%	05/25/2052		1,347,998
	2,570,000	FREMF Mortgage Trust, Series 2020-K737 B#^		3.30	%	01/25/2053		2,698,512
	13,624,000	GNMA, 2.00%, Due TBA January		2.00	%	01/15/2052		13,754,917
	755,074	GNMA, Pool# 781950X		4.50	%	07/15/2035		844,667
	858,034	GNMA, Pool# MA7106M		2.00	%	01/20/2036		878,674
	881,357	GNMA, Pool# MA7164M		2.00	%	02/20/2036		904,137
	724,547	GNMA REMIC Trust, Series 2020-167 EC		1.00	%	02/20/2049		719,340
	231,762	GNMA REMIC Trust, Series 2019-152 LC		3.50	%	10/20/2049		234,543
	935,317	GNMA REMIC Trust, Series 2020-016 MD		2.75	%	02/20/2050		950,386
	1,519,392	GNMA REMIC Trust, Series 2021-066 QA		1.00	%	03/20/2050		1,488,318
	1,738,918	GNMA REMIC Trust, Series 2021-023 ME		1.25	%	02/20/2051		1,694,722
	1,893,923	GNMA REMIC Trust, Series 2021-074 HA		1.00	%	04/20/2051		1,854,700
	1,129,361	GNMA REMIC Trust, Series 2021-074 NG		1.75	%	04/20/2051		1,132,092
	2,453,375	GNMA REMIC Trust, Series 2021-104 ED		1.75	%	06/20/2051		2,451,856
	981,967	GNMA REMIC Trust, Series 2021-125 UL		1.50	%	07/20/2051		947,252
	978,118	GNMA REMIC Trust, Series 2021-136 BD		2.00	%	08/20/2051		968,233
	1,371,000	GNMA REMIC Trust, Series 2021-158 JD		1.50	%	09/20/2051		1,310,526
	2,470,671	GNMA REMIC Trust, Series 2021-160 DK		2.00	%	09/20/2051		2,392,344
	1,498,487	GNMA REMIC Trust, Series 2021-177 KD		2.00	%	10/20/2051		1,496,770
	4,265,147	GNMA REMIC Trust, Series 2021-084 ED		1.00	%	07/16/2060		4,088,537
	311,218	IMT Trust, Series 2017-APTS BFL (1 Month LIBOR USD + 0.95%)^		1.06	%	06/15/2034		310,996
	785,789	IMT Trust, Series 2017-APTS CFL (1 Month LIBOR USD + 1.10%)^		1.21	%	06/15/2034		785,255
	1,345,000	KNDL Mortgage Trust, Series 2019-KNSQ C (1 Month LIBOR USD + 1.05%)^		1.16	%	05/15/2036		1,342,812
	700,000	MRCD Mortgage Trust, Series 2019-PARK C^		2.72	%	12/15/2036		696,823

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

www.brownadvisory.com/mf

38

Brown Advisory Sustainable Bond Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 36.3% (Continued)
	200,000	MSC, Series 2017-CLS A (1 Month LIBOR USD + 0.70%)^		0.81	%	11/15/2034		200,044
	1,110,000	MSC, Series 2017-CLS D (1 Month LIBOR USD + 1.40%)^		1.51	%	11/15/2034		1,109,121
	1,000,000	Natixis Commercial Mortgage Securities Trust, Series 2020-2PAC C^		3.40	%	12/16/2038		1,020,291
Total Mortgage Backed Securities (Cost $104,235,523)								104,089,390
Asset Backed Securities — 9.6%
	500,000	CNH Equipment Trust, Series 2020-A A4		1.51	%	04/15/2027		503,643
	2,650,000	CNH Equipment Trust, Series 2021-C B		1.41	%	04/16/2029		2,636,803
	328,200	Dext ABS LLC, Series 2020-1 A^		1.46	%	02/16/2027		328,548
	1,030,000	Dext ABS LLC, Series 2021-1 A^		1.12	%	02/15/2028		1,027,566
	330,000	Dext ABS LLC, Series 2021-1 B^		1.76	%	02/15/2028		327,638
	292,718	FHF Trust, Series 2020-1A A^		2.59	%	12/15/2023		294,066
	1,129,891	FHF Trust, Series 2021-2A A^		0.83	%	12/15/2026		1,122,575
	576,448	FHF Trust, Series 2021-1A A^		1.27	%	03/15/2027		573,020
	133,652	FREED ABS Trust, Series 2021-1CP A^		0.66	%	03/20/2028		133,509
	600,000	FREED ABS Trust, Series 2021-1CP B^		1.41	%	03/20/2028		599,035
	2,899,571	GoodLeap Sustainable Home Solutions Trust, Series 2021-4 A^		1.93	%	07/20/2048		2,844,074
	1,495,000	GoodLeap Sustainable Home Solutions Trust, Series 2021-5 A^		2.31	%	10/20/2048		1,495,044
	1,975,000	HPEFS Equipment Trust, Series 2021-2 B^		0.61	%	09/20/2028		1,955,631
	1,000,000	HPEFS Equipment Trust, Series 2019-1A D^		2.72	%	09/20/2029		1,011,327
	1,000,000	HPEFS Equipment Trust, Series 2020-1A D^		2.26	%	02/20/2030		1,013,092
	620,000	HPEFS Equipment Trust, Series 2021-1 TR^		1.03	%	03/20/2031		612,334
	512,537	Newtek Small Business Loan Trust, Series 2018-1 A (1 Month LIBOR USD + -0.55%)^		2.70	%	02/25/2044		514,434
	245,007	NYCTL Trust, Series 2019-A A^		2.19	%	11/10/2032		246,006
	327,000	Oportun Funding XIII LLC, Series 2019-A A^		3.08	%	08/08/2025		330,418
	305,000	Oportun Funding XIV LLC, Series 2021-A A^		1.21	%	03/08/2028		304,442
	1,075,000	PFS Financing Corp., Series 2021-A A^		0.71	%	04/15/2026		1,060,778
	362,000	SBA Tower Trust, Series 2020-1-2^		2.33	%	01/15/2028		369,979
	1,007,970	SoFi Consumer Loan Program Trust, Series 2021-1 A^		0.49	%	09/25/2030		1,004,307
	1,540,000	SoFi Consumer Loan Program Trust, Series 2021-1 B^		1.30	%	09/25/2030		1,524,903
	850,000	Stack Infrastructure Issuer LLC, Series 2020-1A A2^		1.89	%	08/25/2045		836,430
	750,000	Tesla Auto Lease Trust, Series 2020-A A3^		0.68	%	12/20/2023		750,349
	750,000	Tesla Auto Lease Trust, Series 2020-A C^		1.68	%	02/20/2024		755,330
	525,000	Tesla Auto Lease Trust, Series 2021-A C^		1.18	%	03/20/2025		521,732
	1,125,000	Vantage Data Centers LLC, Series 2020-1A A2^		1.65	%	09/15/2045		1,101,166
	750,000	Verizon Owner Trust, Series 2019-A C		3.22	%	09/20/2023		760,861
	1,000,000	Verizon Owner Trust, Series 2019-B C		2.60	%	12/20/2023		1,015,169
Total Asset Backed Securities (Cost $27,681,586)								27,574,209
Foreign Government Bonds — 5.6%
	5,600,000	International Bank for Reconstruction & Development		0.63	%	04/22/2025		5,510,568
	3,920,000	International Finance Corp.		2.00	%	10/24/2022		3,971,023
	2,425,000	Korea Development Bank (3 Month LIBOR USD + 0.73%)		0.85	%	07/06/2022		2,432,129
	4,000,000	Kreditanstalt fuer Wiederaufbau		2.00	%	09/29/2022		4,047,096
Total Foreign Government Bonds (Cost $16,075,942)								15,960,816
U.S. Treasury Notes — 7.4%
	10,805,000	United States Treasury Note		0.13	%	01/15/2024		10,671,204
	10,330,000	United States Treasury Note		2.75	%	04/30/2023		10,634,049
Total U.S Treasury Notes (Cost $21,445,447)								21,305,253
Municipal Bonds — 3.4%
	2,650,000	California Health Facilities Financing Authority		3.03	%	06/01/2034		2,762,671
	1,325,000	Colorado Health Facilities Authority		3.36	%	12/01/2030		1,362,842
	100,000	Honolulu, City & County Hawaii		3.00	%	09/01/2027		107,262
	30,000	Los Angeles California Community College District		6.60	%	08/01/2042		47,673
	430,000	Los Angeles California Wastewater System Revenue		3.49	%	06/01/2029		470,047

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

www.brownadvisory.com/mf

39

Brown Advisory Sustainable Bond Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value/
Shares		Security Description	Rate			Maturity	Value $
Municipal Bonds — 3.4% (Continued)
	15,000	Maryland Community Development Administration		3.24	%	09/01/2048		15,556
	3,300,000	Metropolitan Pier & Exposition Authority		3.96	%	12/15/2026		3,447,980
	1,000,000	New York City Housing Development Corp.		2.71	%	08/01/2031		1,025,427
	355,000	University of California		2.99	%	05/15/2026		376,918
	25,000	University of North Texas System		3.69	%	04/15/2030		27,181
Total Municipal Bonds (Cost $9,263,925)								9,643,557
Short-Term Investments — 5.1%
Money Market Funds — 5.0%
	14,224,459	First American Government Obligations Fund — Class Z, 0.02%*						14,224,459
U.S. Treasury Bills — 0.1%
	250,000	United States Treasury Bill, 01/13/2022, 0.05%†						249,999
Total Short-Term Investments (Cost $14,474,455)								14,474,458
Total Investments — 103.7% (Cost $296,131,675)								297,128,411
Liabilities in Excess of Other Assets — (3.7)%								(10,679,816	)
NET ASSETS — 100.0%							$	286,448,595

#	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	36.3	%
Mortgage Backed Securities	36.3	%
Asset Backed Securities	9.6	%
U.S. Treasury Notes	7.4	%
Foreign Government Bonds	5.6	%
Money Market Funds	5.0	%
Municipal Bonds	3.4	%
U.S. Treasury Bills	0.1	%
Other Assets and Liabilities	(3.7	)%
	100.0	%

Futures Contracts — Long (Note 6)

				Notional			Notional			Unrealized Appreciation
Issue	Contracts		Expiration Date	Amount			Value				(Depreciation)
U.S. Treasury Long Bond Futures		110	03/22/2022	$	17,626,968		$	17,648,125			$	21,157
U.S. Treasury Ultra Bond Futures		194	03/22/2022		38,170,007			38,242,250				72,243
				$	55,796,975		$	55,890,375			$	93,400
Futures Contracts — Short (Note 6)
				Notional			Notional			Unrealized Appreciation
Issue	Contracts		Expiration Date	Amount			Value				(Depreciation)
U.S. Treasury 5-Year Note Futures		(148)	03/31/2022	$	(17,913,230	)	$	(17,904,531	)		$	8,699
U.S. Treasury 10-Year Note Futures		(339)	03/22/2022		(44,092,218	)		(44,228,906	)			(136,688	)
U.S. Treasury 10-Year Ultra Note Futures		(114)	03/22/2022		(16,588,237	)		(16,693,875	)			(105,638	)
				$	(78,593,685	)	$	(78,827,312	)		$	(233,627	)

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

40

Brown Advisory Maryland Bond Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory Maryland Bond Fund – Investor Shares (the “Fund”) increased 0.27% in value. During the same period, the Bloomberg 1-10 Year Blended Municipal Bond Index (the “Index”), the Fund’s benchmark, increased 0.17%.

The Fund modestly outperformed its benchmark for the six-month period ended December 31, 2021, a period where municipal bond yields experienced relatively low volatility compared with other fixed income asset classes. Yield curve movements were in focus across fixed income markets during the period, as investors began to price in a greater likelihood of near-term Fed rate hikes. Curves flattened universally across investment-grade bond markets, led by the move in U.S. Treasuries, which “twisted” during the period (i.e. short-term bond yields moving higher and longer-term bond yields moving lower). The municipal yield curve also flattened during the period, but the short-term muni yields have not followed the short-term U.S. Treasury yields higher. For example, yields on AAA-rated muni bonds with maturities inside of three years finished the year at roughly 0.30%, while similar-maturity Treasury bonds yielded roughly 1.00%. In our view, much of this dislocation in short rate movements between munis and Treasuries is due to a combination of the continued strong asset flows into the muni market and a desire by many muni investors to seek refuge in short-maturity bonds. This combination has resulted in what we consider excessively rich relative valuations for the front end of the muni curve, particularly in the three to five-year range. We continue to be underweight that area of the curve in favor of relative overweight positions in intermediate maturity bonds and ultra-short-maturity and floating-rate bonds. Most of our curve positioning develops naturally as part of our security selection process. As we look at new opportunities, we assess relative value (and upside/downside) for those securities across the yield curve. Our curve positioning within the Fund is an outcome of that process. While we do seek to avoid overvalued portions of the market, we believe most of our alpha generation is likely to come from sector allocations and bottom-up security selection.

In terms of performance attribution, the Fund did benefit from strong performance in intermediate- and longer-maturity bonds during the period, while noting that much of that relative performance was driven by selection. Within credit, we continue to see value in middle-quality (A-rated and BBB-rated) investment-grade revenue-backed bonds and remain overweight those rating categories. This weighting is driven by the opportunities that our fundamental credit analysts are finding in the market rather than a top-down view on credit spreads. The Fund benefited from broad-based credit sector outperformance during the period highlighted by hospitals/health care, higher education and dedicated tax revenue issuers. Municipal credit fundamentals were a tailwind in 2021, and we continue to find opportunities within many essential service revenue sectors from both a yield carry and a performance upside standpoint.

Looking forward, we are focusing on delivering stability within the strategy. While there are times to play offense in bonds, we do not believe this is one of those times. We ultimately strive to build well-diversified portfolios that are concentrated in our highest-conviction ideas while seeking to deliver the best-possible risk-adjusted returns over the long term. We are currently aiming to position the Fund to have plenty of defense should volatility arise while also seeking to outperform through excess income generation and individual bond selection should we remain in a low-volatility world.

Sincerely,

Stephen M. Shutz, CFA

Portfolio Manager

Joshua R. Perry, CFA, CAIA, FRM

Portfolio Manager

www.brownadvisory.com/mf

41

Brown Advisory Maryland Bond Fund

A Message to Our Shareholders

December 31, 2021

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

42

Brown Advisory Maryland Bond Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 96.5%
General Obligation Bonds — 24.5%
	1,650,000	Baltimore County Maryland		5.00	%	08/01/2028		1,843,121
	6,000,000	Baltimore County Maryland		5.00	%	03/01/2032		7,631,299
	1,520,000	Baltimore County Maryland		4.00	%	02/01/2033		1,632,905
	5,000,000	Baltimore County Maryland		4.00	%	03/01/2036		5,993,231
	1,080,000	Baltimore, Maryland		5.00	%	10/15/2032		1,329,255
	2,400,000	Maryland State		5.00	%	08/01/2024		2,686,905
	1,400,000	Maryland State		5.00	%	08/01/2031		1,758,014
	3,500,000	Montgomery County Maryland		5.00	%	11/01/2023		3,802,257
	3,370,000	Montgomery County Maryland		3.00	%	10/01/2034		3,752,597
	1,350,000	Prince George’s County Maryland		5.00	%	10/01/2024		1,518,847
	1,500,000	Prince George’s County Maryland		5.00	%	10/01/2025		1,749,339
	1,550,000	Prince George’s County Maryland		5.00	%	10/01/2026		1,865,253
	2,200,000	Prince George’s County Maryland		5.00	%	10/01/2027		2,722,679
	1,000,000	Prince George’s County Maryland		5.00	%	07/15/2029		1,261,095
	5,000,000	Prince George’s County Maryland		4.00	%	07/15/2037		5,923,267
								45,470,064
Revenue Bonds — 72.0%
	975,000	Austin, Texas		7.88	%	09/01/2026		979,193
	1,320,000	Baltimore, Maryland		5.00	%	07/01/2028		1,586,005
	1,000,000	Baltimore, Maryland		5.00	%	07/01/2028		1,201,519
	520,000	Baltimore, Maryland		5.00	%	06/15/2030		566,703
	225,000	Baltimore, Maryland^		3.25	%	06/01/2031		236,344
	1,000,000	Baltimore, Maryland		5.00	%	07/01/2032		1,092,331
	670,000	Baltimore, Maryland		5.00	%	06/15/2033		727,997
	1,000,000	Baltimore, Maryland		4.00	%	07/01/2034		1,194,058
	1,600,000	Baltimore, Maryland		5.00	%	07/01/2035		1,923,997
	1,260,000	Baltimore, Maryland^		3.50	%	06/01/2039		1,313,085
	1,750,000	California Municipal Finance Authority^		5.00	%	11/01/2039		1,989,170
	1,550,000	Franklin County Ohio		5.00	%	11/15/2034		1,696,460
	1,000,000	Frederick County Maryland^		5.00	%	09/01/2027		1,104,625
	2,000,000	Frederick County Maryland		5.00	%	07/01/2029		2,531,013
	5,050,000	Frederick County Maryland^		5.00	%	09/01/2032		5,712,123
	1,110,000	Frederick County Maryland^		5.00	%	09/01/2037		1,243,093
	1,410,000	Frederick County Maryland		3.75	%	07/01/2039		1,496,038
	1,000,000	Gaithersburg, City of Maryland		5.00	%	01/01/2028		1,114,049
	2,000,000	Gaithersburg, City of Maryland		5.00	%	01/01/2033		2,211,541
	2,000,000	Lancaster County Pennsylvania Hospital Authority		5.00	%	07/01/2035		2,182,105
	1,245,000	Maryland Community Development Administration		5.00	%	09/01/2030		1,551,550
	1,030,000	Maryland Community Development Administration		5.00	%	09/01/2031		1,274,693
	2,660,000	Maryland Community Development Administration		2.41	%	07/01/2043		2,665,723
	1,140,000	Maryland Community Development Administration Local Government Infrastructure		4.00	%	06/01/2035		1,361,677
	850,000	Maryland Economic Development Corp.		5.00	%	07/01/2031		933,474
	1,500,000	Maryland Economic Development Corp.		4.00	%	07/01/2040		1,699,482
	4,500,000	Maryland Economic Development Corp.		4.50	%	07/01/2044		4,988,990
	1,100,000	Maryland Stadium Authority		1.42	%	05/01/2025		1,103,247
	3,000,000	Maryland Stadium Authority		5.00	%	05/01/2030		3,531,432
	1,750,000	Maryland Stadium Authority Built to Learn Revenue		4.00	%	06/01/2036		2,097,584
	1,055,000	Maryland State Department of Transportation		4.00	%	05/15/2022		1,069,892
	1,715,000	Maryland State Department of Transportation		5.00	%	10/01/2027		2,064,304
	1,150,000	Maryland State Department of Transportation		4.00	%	08/01/2038		1,370,615
	500,000	Maryland State Health & Higher Educational Facilities		5.00	%	08/15/2023		538,159
	500,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2024		511,194
	1,450,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2025		1,606,920
	1,500,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2025		1,730,960
	1,060,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2025		1,085,478
	420,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2026		482,778

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

www.brownadvisory.com/mf

43

Brown Advisory Maryland Bond Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par
Value/Shares		Security Description	Rate			Maturity	Value $
Municipal Bonds — 96.5% (Continued)
Revenue Bonds — 72.0% (Continued)
	2,500,000	Maryland State Health & Higher Educational Facilities		5.25	%	07/01/2026		2,794,576
	1,605,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2028		1,788,436
	3,500,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2029		4,258,196
	100,000	Maryland State Health & Higher Educational Facilities		4.00	%	10/01/2030		108,200
	300,000	Maryland State Health & Higher Educational Facilities		4.00	%	10/01/2031		324,257
	1,070,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2032		1,192,291
	250,000	Maryland State Health & Higher Educational Facilities		5.00	%	06/01/2033		287,662
	1,250,000	Maryland State Health & Higher Educational Facilities		5.00	%	08/15/2033		1,411,849
	1,955,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2034		2,221,061
	430,000	Maryland State Health & Higher Educational Facilities		5.00	%	06/01/2036		492,856
	1,200,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2037		1,405,044
	1,500,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2038		1,730,032
	1,310,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2043		1,503,556
	4,355,000	Maryland State Health & Higher Educational Facilities		5.00	%	05/15/2045		5,254,254
	4,000,000	Maryland State Health & Higher Educational Facilities#		5.00	%	07/01/2045		4,782,370
	1,000,000	Maryland State Transportation Authority		5.00	%	06/01/2022		1,019,277
	2,500,000	Maryland State Transportation Authority		5.00	%	07/01/2023		2,676,972
	850,000	Maryland State Transportation Authority		5.00	%	07/01/2024		947,597
	3,000,000	Maryland State Transportation Authority		5.00	%	07/01/2025		3,469,826
	1,510,000	Maryland State Transportation Authority		5.00	%	07/01/2025		1,746,479
	4,420,000	Maryland State Transportation Authority		5.00	%	07/01/2028		5,419,123
	4,330,000	Maryland State Transportation Authority		4.00	%	06/01/2035		5,041,124
	1,500,000	Metropolitan Washington DC Airports Authority		5.00	%	10/01/2039		1,870,562
	365,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.50	%	07/01/2046		278,402
	820,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.75	%	07/01/2051		633,156
	2,000,000	Newport News Virginia Economic Development Authority		5.00	%	12/01/2031		2,259,849
	2,000,000	North Carolina Medical Care Commission		5.00	%	10/01/2031		2,172,338
	1,000,000	St Mary’s College of Maryland		4.00	%	09/01/2024		1,089,509
	1,335,000	University System of Maryland		5.00	%	04/01/2022		1,350,669
	3,280,000	Washington State Housing Finance Commission^		4.00	%	01/01/2026		3,520,713
	2,700,000	Washington Suburban Sanitary Commission		4.00	%	06/01/2032		3,261,079
	3,500,000	Washington Suburban Sanitary Commission		4.00	%	06/01/2042		3,782,432
								133,863,348
Total Municipal Bonds (Cost $171,789,408)								179,333,412
Short-Term Investments — 1.7%
Money Market Funds — 1.7%
	3,092,172	First American Government Obligations Fund — Class Z, 0.02%*						3,092,172
Total Short-Term Investments (Cost $3,092,172)								3,092,172
Total Investments — 98.2% (Cost $174,881,580)								182,425,584
Other Assets in Excess of Liabilities — 1.8%								3,409,638
NET ASSETS — 100.0%							$	185,835,222

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

PORTFOLIO HOLDINGS

% of Net Assets

Revenue Bonds	72.0	%
General Obligation Bonds	24.5	%
Money Market Funds	1.7	%
Other Assets and Liabilities	1.8	%
	100.0	%

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

www.brownadvisory.com/mf

44

Brown Advisory Tax-Exempt Bond Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory Tax-Exempt Bond Fund – Investor Shares (the “Fund”) increased 0.36% in value. During the same period, the Bloomberg 1-10 Year Blended Municipal Bond Index (the “Index”), the Fund’s benchmark, increased 0.17%.

The Fund modestly outperformed its benchmark for the six-month period ended December 31, 2021, a period where municipal bond yields experienced relatively low volatility compared with other fixed income asset classes. Yield curve movements were in focus across fixed income markets during the period, as investors began to price in a greater likelihood of near-term Fed rate hikes. Curves flattened universally across investment-grade bond markets, led by the move in U.S. Treasuries, which “twisted” during the period (i.e., short-term bond yields moving higher and longer-term bond yields moving lower). The municipal yield curve also flattened during the period, but the short-term muni yields have not followed the short-term U.S. Treasury yields higher. For example, yields on AAA-rated muni bonds with maturities inside of three years finished the year at roughly 0.30%, while similar-maturity Treasury bonds yielded roughly 1.00%. In our view, much of this dislocation in short rate movements between munis and Treasuries is due to a combination of the continued strong asset flows into the muni market and a desire by many muni investors to seek refuge in short-maturity bonds. This combination has resulted in what we consider rich relative valuations for the front end of the muni curve, particularly in the three- to five-year range. We continue to be underweight that area of the curve in favor of relative overweight positions in intermediate maturity bonds and ultra-short-maturity and floating-rate bonds. Most of our curve positioning develops naturally as part of our security selection process. As we look at new opportunities, we assess relative value (and upside/downside) for those securities across the yield curve. Our curve positioning within the Fund is an outcome of that process. While we do seek to avoid overvalued portions of the market, we believe most of our alpha generation is likely to come from sector allocations and bottom-up security selection.

In terms of performance attribution, the Fund did benefit from strong performance in intermediate- and longer-maturity bonds during the period, while noting that much of that relative performance was driven by selection. Within credit, we continue to see value in middle-quality (A-rated and BBB-rated) investment-grade revenue-backed bonds and remain overweight those rating categories. This weighting is driven by the opportunities that our fundamental credit analysts are finding in the market rather than a top-down view on credit spreads. The Fund benefited from broad-based credit sector outperformance during the period highlighted by hospitals/health care, higher education and dedicated tax revenue issuers. Municipal credit fundamentals were a tailwind in 2021, and we continue to find opportunities within many essential service revenue sectors from both a yield carry and a performance upside standpoint.

Looking forward, we are focusing on delivering stability within the strategy. While there are times to play offense in bonds, we do not believe this is one of those times. We ultimately strive to build well-diversified portfolios that are concentrated in our highest-conviction ideas while seeking to deliver the best-possible risk-adjusted returns over the long term. We are currently aiming to position the Fund to have plenty of defense should volatility arise while also seeking to outperform through excess income generation and individual bond selection should we remain in a low-volatility world.

Sincerely,

Stephen M. Shutz, CFA

Portfolio Manager

Joshua R. Perry, CFA, CAIA, FRM

Portfolio Manager

www.brownadvisory.com/mf

45

Brown Advisory Tax-Exempt Bond Fund

A Message to Our Shareholders

December 31, 2021

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.

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

46

Brown Advisory Tax-Exempt Bond Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 98.8%
General Obligation Bonds — 9.9%
	4,480,000	Alameda California Unified School District+		2.50	%	08/01/2032		3,754,081
	1,000,000	Alamo Texas Community College District		4.00	%	02/15/2035		1,099,752
	2,000,000	Broward County Florida School District		5.00	%	07/01/2029		2,301,190
	3,600,000	California, State of		4.00	%	11/01/2033		4,214,546
	2,000,000	California, State of		4.00	%	11/01/2034		2,339,268
	2,800,000	Chicago Illinois Park District		5.75	%	01/01/2038		3,100,174
	9,000,000	Chicago Illinois Park District†		5.00	%	01/01/2044		11,081,771
	3,040,000	Clark County Nevada School District		5.00	%	06/15/2027		3,541,405
	5,000,000	Clark County Nevada School District		4.00	%	06/15/2034		5,598,807
	8,045,000	Grossmont California Healthcare District+		2.49	%	07/15/2033		6,670,507
	5,000,000	Kane, McHenry, Cook & DeKalb Counties Illinois Unit School District No. 300		5.25	%	01/01/2033		5,242,247
	1,025,000	Katy Texas Independent School District		5.00	%	02/15/2038		1,205,247
	1,985,000	Kitsap County Washington School District No 401 Central Kitsap		4.00	%	12/01/2033		2,250,205
	2,460,000	Kitsap County Washington School District No 401 Central Kitsap		4.00	%	12/01/2034		2,785,247
	1,435,000	Lane County Oregon School District No 9 Springfield+		3.49	%	06/15/2032		1,194,282
	1,200,000	Las Vegas Valley Nevada Water District		5.00	%	06/01/2033		1,222,732
	5,240,000	Louisiana, State of		4.00	%	05/01/2035		5,788,069
	830,000	Massachusetts, Commonwealth of (3 Month LIBOR USD + 0.57%)		0.66	%	05/01/2037		835,023
	17,000,000	New York, City of New York†		4.00	%	08/01/2037		20,011,820
	4,015,000	New York, City of New York		5.00	%	03/01/2043		5,068,071
	3,030,000	Ohio, State of		5.00	%	05/01/2035		3,455,876
	7,000,000	Hawaii, State of		2.80	%	10/01/2027		7,402,928
	7,000,000	Texas, State of		4.00	%	10/01/2044		7,576,813
	4,640,000	Twin Rivers California Unified School District+		2.42	%	08/01/2032		3,835,524
	5,350,000	Washington, State of		5.00	%	02/01/2039		6,401,982
	3,325,000	Will County Illinois Community Unit School District No 365 Valley View		4.00	%	11/01/2037		3,772,612
	1,000,000	York County Pennsylvania		5.00	%	06/01/2032		1,125,679
								122,875,858
Revenue Bonds — 88.9%
	1,285,000	Arizona Sports & Tourism Authority		5.00	%	07/01/2028		1,310,629
	10,000,000	Austin Texas Water & Wastewater System Revenue		5.00	%	11/15/2043		10,987,453
	4,200,000	Austin, Texas		7.88	%	09/01/2026		4,218,064
	17,000,000	Black Belt Energy Gas District#		4.00	%	12/01/2048		17,971,577
	10,475,000	Buckeye Ohio Tobacco Settlement Financing Authority		4.00	%	06/01/2038		12,226,402
	1,445,000	California Infrastructure & Economic Development Bank		4.00	%	11/01/2031		1,536,323
	1,050,000	California Infrastructure & Economic Development Bank
		(SIFMA Municipal Swap Index + 0.35%)		0.45	%	08/01/2047		1,053,122
	4,300,000	Central Florida Expressway Authority		4.00	%	07/01/2034		5,300,893
	2,000,000	Chicago Illinois Wastewater Transmission Revenue		5.00	%	01/01/2031		2,254,870
	4,000,000	Chicago Illinois Waterworks Revenue		5.00	%	11/01/2039		4,435,661
	7,880,000	Chicago O’Hare International Airport		5.00	%	01/01/2033		8,881,686
	4,690,000	Colorado Health Facilities Authority		5.00	%	11/15/2034		5,183,463
	7,715,000	Colorado Health Facilities Authority		5.00	%	12/01/2035		8,629,288
	1,000,000	Colorado Housing and Finance Authority		1.55	%	04/01/2023		1,002,087
	5,530,000	Dauphin County Pennsylvania General Authority		5.00	%	06/01/2042		5,632,220
	10,050,000	Delaware Valley Pennsylvania Regional Finance Authority (3 Month LIBOR USD + 0.65%)		0.76	%	06/01/2027		10,027,780
	3,380,000	Denver Colorado Airport System Revenue		1.72	%	11/15/2027		3,397,241
	6,750,000	Denver Colorado Airport System Revenue		5.00	%	12/01/2034		9,193,021
	9,150,000	Denver Colorado Airport System Revenue		5.00	%	12/01/2036		12,808,914
	5,000,000	Denver Colorado Dedicated Tax Revenue		5.00	%	08/01/2042		5,823,909
	4,855,000	District of Columbia		5.00	%	03/01/2038		6,254,668
	1,625,000	District of Columbia Water & Sewer Authority		5.00	%	10/01/2028		1,891,170
	2,345,000	District of Columbia Water & Sewer Authority		5.25	%	10/01/2044		2,733,687
	1,385,000	Energy Northwest		5.00	%	07/01/2033		1,587,362

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

www.brownadvisory.com/mf

47

Brown Advisory Tax-Exempt Bond Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 98.8% (Continued)
Revenue Bonds — 88.9% (Continued)
	4,500,000	Florida Development Finance Corp.		4.00	%	11/15/2033		5,491,570
	13,500,000	Florida Municipal Power Agency		1.43	%	10/01/2026		13,473,035
	3,000,000	Glendale Arizona Industrial Development Authority		5.00	%	11/15/2048		3,447,688
	6,835,000	Glendale Arizona Industrial Development Authority		5.00	%	11/15/2054		7,838,949
	15,445,000	Golden State Tobacco Securitization Corp.		5.00	%	06/01/2031		19,480,791
	14,260,000	Golden State Tobacco Securitization Corp.		5.00	%	06/01/2032		17,986,149
	8,925,000	Grand Forks North Dakota Health Care System		4.00	%	12/01/2035		10,650,261
	1,375,000	Grand Forks North Dakota Health Care System		4.00	%	12/01/2037		1,633,910
	5,000,000	Grand Forks, County of North Dakota^		6.63	%	12/15/2031		5,068,530
	2,500,000	Grand Forks, County of North Dakota^		9.00	%	06/15/2044		2,510,569
	4,050,000	Harris County Texas Sports Authority+		4.43	%	11/15/2034		2,517,585
	1,385,000	Hudson County New Jersey Improvement Authority		5.00	%	05/01/2041		1,611,078
	2,000,000	Illinois Sales Tax Revenue		1.80	%	06/15/2027		1,969,302
	1,750,000	Illinois Sales Tax Revenue		2.00	%	06/15/2028		1,719,656
	10,000,000	Illinois Sales Tax Revenue		3.00	%	06/15/2034		10,977,286
	3,000,000	Illinois State Toll Highway Authority		5.00	%	01/01/2031		3,138,238
	1,250,000	Illinois State Toll Highway Authority		5.00	%	01/01/2033		1,476,270
	1,500,000	Illinois State Toll Highway Authority		5.00	%	01/01/2037		1,710,241
	6,070,000	Imperial California Irrigation District Electric System Revenue		4.00	%	11/01/2037		7,047,333
	1,810,000	Indianapolis Indiana Local Public Improvement Bond Bank		5.00	%	02/01/2034		1,976,670
	5,000,000	Industrial Development Authority of the City of St Louis Missouri		2.22	%	12/01/2038		5,042,865
	2,000,000	Jacksonville, Florida Sales Tax Revenue		5.00	%	10/01/2030		2,070,289
	3,720,000	Kansas City Missouri Municipal Assistance Corp.+		3.07	%	04/15/2026		3,581,565
	3,000,000	Lancaster County Pennsylvania Hospital Authority		5.00	%	07/01/2035		3,273,157
	2,280,000	Las Vegas Nevada Redevelopment Agency		5.00	%	06/15/2028		2,648,515
	5,235,000	Lees Summit Missouri Industrial Development Authority		5.25	%	08/15/2039		5,596,935
	10,000,000	Lehigh County Pennsylvania (SIFMA Municipal Swap Index + 1.10%)		1.20	%	08/15/2038		10,280,346
	2,720,000	Louisiana Public Facilities Authority		4.00	%	05/15/2042		3,051,410
	7,000,000	Louisiana State Gasoline & Fuels Tax Revenue		5.00	%	05/01/2041		7,943,766
	21,505,000	Love Field Texas Airport Modernization Corp.		5.00	%	11/01/2028		22,323,080
	25,000,000	Main Street Natural Gas, Inc. (1 Month LIBOR USD + 0.75%)		0.82	%	04/01/2048		25,128,137
	29,000,000	Main Street Natural Gas, Inc. (1 Month LIBOR USD + 0.83%)		0.90	%	08/01/2048		29,231,171
	10,000,000	Main Street Natural Gas, Inc.#		4.00	%	03/01/2050		11,325,387
	5,000,000	Maryland Community Development Administration		2.41	%	07/01/2043		5,010,758
	3,840,000	Massachusetts Housing Finance Agency		4.00	%	12/01/2033		3,905,608
	3,685,000	Metropolitan Government Nashville & Davidson County Health & Educational Authority		4.05	%	07/01/2026		4,030,816
	14,250,000	Metropolitan Pier & Exposition Authority+		2.17	%	06/15/2030		12,175,559
	1,495,000	Metropolitan Pier & Exposition Authority+		2.28	%	12/15/2033		1,156,494
	10,000,000	Metropolitan Pier & Exposition Authority+		4.43	%	06/15/2035		7,414,037
	10,165,000	Metropolitan Pier & Exposition Authority+		4.20	%	06/15/2037		7,025,879
	5,365,000	Metropolitan Pier & Exposition Authority+		2.88	%	06/15/2038		3,560,263
	1,000,000	Metropolitan Pier & Exposition Authority		5.00	%	06/15/2053		1,123,162
	7,725,000	Metropolitan Pier & Exposition Authority		5.00	%	06/15/2057		8,999,963
	1,000,000	Metropolitan Transportation Authority		5.00	%	11/15/2027		1,038,496
	5,295,000	Metropolitan Transportation Authority		5.00	%	11/15/2028		6,106,769
	1,705,000	Metropolitan Transportation Authority+		3.20	%	11/15/2029		1,484,982
	2,235,000	Metropolitan Transportation Authority		5.25	%	11/15/2031		2,695,210
	6,000,000	Metropolitan Transportation Authority+		3.60	%	11/15/2033		4,683,610
	5,000,000	Metropolitan Transportation Authority		5.00	%	11/15/2035		5,676,427
	1,000,000	Metropolitan Transportation Authority		5.00	%	11/15/2036		1,119,161
	5,120,000	Metropolitan Transportation Authority		5.00	%	11/15/2036		6,095,200
	17,590,000	Metropolitan Transportation Authority		5.00	%	11/15/2038		18,505,378
	10,000,000	Metropolitan Transportation Authority		5.00	%	11/15/2038		10,709,208
	10,000,000	Metropolitan Transportation Authority		5.25	%	11/15/2044		10,936,165
	6,760,000	Miami-Dade County Florida Water & Sewer System Revenue		4.00	%	10/01/2035		7,891,942

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

www.brownadvisory.com/mf

48

Brown Advisory Tax-Exempt Bond Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 98.8% (Continued)
Revenue Bonds — 88.9% (Continued)
	2,000,000	Michigan State Finance Authority		5.00	%	11/01/2044		2,298,807
	2,020,000	Michigan State University		4.00	%	08/15/2030		2,135,914
	3,000,000	Missouri Joint Municipal Electric Utility Commission		5.00	%	01/01/2030		3,269,814
	2,000,000	Missouri Joint Municipal Electric Utility Commission		5.00	%	12/01/2030		2,296,884
	1,595,000	Missouri Joint Municipal Electric Utility Commission		5.00	%	12/01/2037		1,827,016
	5,000,000	Nebraska Educational Health Cultural & Social Services Finance Authority		4.00	%	01/01/2044		5,624,625
	1,080,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.00	%	07/01/2031		925,961
	1,750,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.25	%	07/01/2036		1,429,705
	250,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.50	%	07/01/2046		190,686
	4,000,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.00	%	07/01/2046		3,023,624
	2,000,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.75	%	07/01/2051		1,544,284
	5,900,000	New Jersey Economic Development Authority		3.38	%	06/15/2026		6,278,396
	5,000,000	New Jersey Economic Development Authority		3.47	%	06/15/2027		5,364,518
	2,350,000	New Jersey Economic Development Authority (SIFMA Municipal Swap Index + 1.55%)		1.65	%	09/01/2027		2,375,711
	2,835,000	New Jersey Economic Development Authority (SIFMA Municipal Swap Index + 1.60%)		1.70	%	03/01/2028		2,867,023
	1,950,000	New Jersey Educational Facilities Authority		5.00	%	07/01/2027		2,230,694
	1,000,000	New Jersey Transportation Trust Fund Authority		5.25	%	06/15/2028		1,152,738
	4,320,000	New Jersey Transportation Trust Fund Authority+		1.59	%	12/15/2032		3,527,971
	1,000,000	New Jersey Transportation Trust Fund Authority+		2.14	%	12/15/2035		751,819
	9,675,000	New Jersey Transportation Trust Fund Authority+		2.27	%	12/15/2038		6,678,830
	1,550,000	New Jersey Turnpike Authority		5.00	%	01/01/2028		1,723,052
	13,565,000	New Mexico Municipal Energy Acquisition Authority#		5.00	%	11/01/2039		15,400,395
	16,000,000	New York & New Jersey Port Authority		4.00	%	03/15/2030		18,810,696
	1,165,000	New York & New Jersey Port Authority		5.00	%	05/01/2031		1,331,228
	12,250,000	New York & New Jersey Port Authority		4.00	%	11/01/2034		14,527,625
	7,000,000	New York & New Jersey Port Authority		5.00	%	12/01/2034		7,605,327
	2,010,000	New York City Transitional Finance Authority Building Aid Revenue		5.00	%	07/15/2033		2,060,832
	13,965,000	New York City Transitional Finance Authority Future Tax Secured Revenue		0.84	%	11/01/2025		13,671,919
	2,000,000	New York City Transitional Finance Authority Future Tax Secured Revenue		3.05	%	05/01/2027		2,131,074
	2,635,000	New York City Transitional Finance Authority Future Tax Secured Revenue		2.67	%	08/01/2027		2,756,315
	8,165,000	New York City Transitional Finance Authority Future Tax Secured Revenue		5.00	%	02/01/2034		8,574,571
	7,045,000	New York City Transitional Finance Authority Future Tax Secured Revenue		5.00	%	08/01/2036		7,842,846
	7,575,000	New York City Transitional Finance Authority Future Tax Secured Revenue		4.00	%	05/01/2043		8,859,313
	7,340,000	New York City Transitional Finance Authority Future Tax Secured Revenue		4.00	%	05/01/2045		8,650,318
	10,000,000	New York City Water & Sewer System		5.00	%	06/15/2047		10,450,284
	10,085,000	New York City Water & Sewer System		4.25	%	06/15/2047		10,654,109
	1,235,000	New York Convention Center Development Corp.		5.00	%	11/15/2026		1,434,901
	2,000,000	New York Convention Center Development Corp.+		2.46	%	11/15/2032		1,603,117
	8,730,000	New York Convention Center Development Corp.+		2.52	%	11/15/2035		6,441,883
	3,000,000	New York Convention Center Development Corp.+		2.77	%	11/15/2037		2,085,438
	2,750,000	New York Convention Center Development Corp.+		3.09	%	11/15/2037		1,944,925
	10,000,000	New York State Dormitory Authority		1.19	%	03/15/2026		9,865,584
	1,675,000	New York State Dormitory Authority		5.00	%	03/15/2030		1,941,091
	1,115,000	New York State Dormitory Authority		5.00	%	02/15/2031		1,345,304
	1,325,000	New York State Dormitory Authority		5.00	%	03/15/2031		1,534,435
	2,000,000	New York State Dormitory Authority		5.00	%	03/15/2036		2,306,607
	6,915,000	New York State Dormitory Authority		5.00	%	03/15/2037		6,979,723
	20,035,000	New York State Thruway Authority		5.00	%	01/01/2037		25,478,319
	9,390,000	New York State Urban Development Corp.		4.00	%	03/15/2038		11,123,551
	6,850,000	New York State Urban Development Corp.†		4.00	%	03/15/2045		8,050,449
	15,000,000	New York State Urban Development Corp.†		4.00	%	03/15/2046		17,468,315
	5,030,000	New York Transportation Development Corp.		4.00	%	07/01/2041		5,406,041
	3,375,000	Newport News Virginia Economic Development Authority		5.00	%	12/01/2031		3,813,496
	1,760,000	Niagara County New York Tobacco Asset Securitization Corp.		5.00	%	05/15/2024		1,947,234
	2,000,000	North Carolina Medical Care Commission		5.00	%	10/01/2031		2,172,338

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

www.brownadvisory.com/mf

49

Brown Advisory Tax-Exempt Bond Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 98.8% (Continued)
Revenue Bonds — 88.9% (Continued)
	4,165,000	North Texas Tollway Authority		5.00	%	01/01/2032		4,685,196
	2,000,000	Omaha Nebraska Public Power District		5.00	%	02/01/2043		2,262,931
	1,000,000	Onondaga County New York Trust for Cultural Resources		4.00	%	12/01/2049		1,174,719
	1,150,000	Orange County Florida Convention Center/Orlando		5.00	%	10/01/2027		1,331,243
	1,000,000	Park Creek Colorado Metropolitan District		5.00	%	12/01/2034		1,139,844
	2,000,000	Peace River Manasota Regional Water Supply Authority		5.00	%	10/01/2035		2,239,635
	10,000,000	Pennsylvania Turnpike Commission		5.00	%	06/01/2029		11,780,505
	6,360,000	Pennsylvania Turnpike Commission		4.00	%	12/01/2036		7,234,175
	8,700,000	Pennsylvania Turnpike Commission		5.00	%	12/01/2043		9,747,512
	10,000,000	Phoenix Arizona Civic Improvement Corp.		5.00	%	07/01/2049		12,363,138
	2,070,000	Pinal County Arizona		5.00	%	08/01/2027		2,304,427
	4,000,000	Pompano Beach, City of Florida		4.00	%	09/01/2050		4,332,740
	17,483,000	Puerto Rico Sales Tax Financing Corp Sales Tax Revenue+		4.63	%	07/01/2033		13,273,889
	2,750,000	Riverside County California Transportation Commission		4.00	%	06/01/2039		3,293,822
	3,750,000	Riverside County California Transportation Commission		4.00	%	06/01/2040		4,483,683
	4,230,000	Sales Tax Securitization Corp.		5.50	%	01/01/2032		5,438,771
	5,735,000	San Diego California Tobacco Settlement Revenue Funding Corp.		4.00	%	06/01/2032		6,334,339
	7,300,000	San Francisco California City & County Airport
		Commission-San Francisco International Airport		4.00	%	05/01/2039		8,551,819
	2,290,000	Tampa, City of Florida+		3.37	%	09/01/2040		1,264,005
	1,850,000	Tampa, City of Florida+		3.74	%	09/01/2045		814,531
	22,140,000	Tennessee Energy Acquisition Corp.#		4.00	%	05/01/2048		23,027,891
	7,150,000	Tennessee Energy Acquisition Corp.#		4.00	%	11/01/2049		7,894,049
	3,045,000	Terrebonne Parish Louisiana+		3.14	%	04/01/2036		2,234,213
	17,380,000	Texas Municipal Gas Acquisition & Supply Corp II (3 Month LIBOR USD + 0.87%)		1.01	%	09/15/2027		17,611,945
	700,000	Texas Municipal Power Agency Revenue		3.00	%	09/01/2032		752,925
	1,100,000	Texas Municipal Power Agency Revenue		3.00	%	09/01/2034		1,180,614
	1,265,000	Tobacco Settlement Authority		5.25	%	06/01/2032		1,277,074
	11,105,000	Tobacco Settlement Financing Corp.		5.00	%	06/01/2031		13,555,811
	20,000,000	Tobacco Settlement Financing Corp.		5.00	%	06/01/2035		22,409,260
	5,000,000	Tobacco Settlement Financing Corp.		5.00	%	06/01/2046		5,874,894
	1,045,000	Triborough Bridge & Tunnel Authority+		3.39	%	11/15/2031		861,460
	9,030,000	TSASC, Inc.		5.00	%	06/01/2031		10,793,368
	1,050,000	University of Texas System — Permanent University Fund		4.00	%	07/01/2032		1,140,984
	4,941,498	Utah Housing Corp.		2.50	%	08/21/2051		5,159,707
	4,990,952	Utah Housing Corp.		2.50	%	11/21/2051		5,211,344
	17,026,485	Vermont Student Assistance Corp. (1 Month LIBOR USD + 1.00%)		1.10	%	06/02/2042		17,044,635
	3,300,000	Virginia Small Business Financing Authority		5.00	%	07/01/2034		3,323,190
	6,080,000	Virginia Small Business Financing Authority		5.00	%	07/01/2034		6,122,733
	1,230,000	Virginia Small Business Financing Authority		4.00	%	12/01/2036		1,388,479
	2,000,000	Washington DC Metropolitan Area Transit Authority		4.00	%	07/15/2045		2,366,860
	1,000,000	Washington State Housing Finance Commission^		4.00	%	01/01/2026		1,073,388
	2,655,000	Washington State Housing Finance Commission^		5.00	%	01/01/2031		2,928,644
	5,000,000	West Virginia State Hospital Finance Authority		5.00	%	06/01/2023		5,325,403
	1,610,000	Wisconsin Health & Educational Facilities Authority		5.00	%	05/01/2027		1,757,657
	5,250,000	Wise County Virginia Industrial Development Authority#		0.75	%	10/01/2040		5,298,162
								1,102,361,600
Total Municipal Bonds (Cost $1,181,276,262)								1,225,237,458

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

www.brownadvisory.com/mf

50

Brown Advisory Tax-Exempt Bond Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Short-Term Investments — 1.5%
Money Market Funds — 1.5%
	17,834,958	First American Government Obligations Fund — Class Z, 0.02%*		17,834,958
Total Short-Term Investments (Cost $17,834,958)				17,834,958
Total Investments — 100.3% (Cost $1,199,111,220)				1,243,072,416
Floating Rate Note Obligations — (2.1)%
Notes with interest and fee rates ranging from 0.68% to 0.72% as of the date of this report and
contractual maturities of collateral ranging from 08/01/2037 to 03/15/2046~				(25,425,000	)
Other Assets in Excess of Liabilities — 1.8%				22,304,650
NET ASSETS —100.0%			$	1,239,952,066

+	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.
†	Underlying security related to TOB Trusts entered into by the Fund.
*	Annualized seven-day yield as of the date of this report.
~	Floating rate note obligations related to securities held. The interest and fee rate shown reflects the rates in effect as of the date of this report. As of the date of this report, the Fund’s investments with a value of $56,612,355 are held by TOB Trusts and serve as collateral for the $25,425,000 in the floating rate note obligations outstanding at that date.

PORTFOLIO HOLDINGS

% of Net Assets

Revenue Bonds	88.9	%
General Obligation Bonds	9.9	%
Money Market Funds	1.5	%
Floating Rate Note Obligations	(2.1	)
Other Assets and Liabilities	1.8	%
	100.0	%

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

www.brownadvisory.com/mf

51

Brown Advisory Tax-Exempt Sustainable Bond Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory Tax-Exempt Sustainable Bond Fund – Investor Shares (the “Fund”) increased 0.66% in value. During the same period, the Bloomberg 1-10 Year Blended Municipal Bond Index (the “Index”), the Fund’s benchmark, increased 0.17%.

The Fund modestly outperformed its benchmark for the six-month period ended December 31, 2021, a period where broad municipal bond yields experienced relatively low volatility compared to other fixed income asset classes. Yield curve movements were in focus across fixed income markets during the period, as investors began to price in the likelihood of near-term Fed rate hikes. Curves flattened universally across investment-grade bond markets led by the move in U.S. Treasuries, which “twisted” during the period, with short-term bond yields moving higher and longer-term bond yields moving lower. The municipal yield curve did flatten during the period, but short-term muni yields have not followed U.S. Treasury yields higher. For example, yields on AAA-rated muni bonds with maturities inside of three years finished the year at roughly 0.30%, while similar-maturity Treasury bonds yielded roughly 1.00%. In our view, much of this dislocation in short rate movements between munis and Treasuries is due to a combination of the continued strong asset flows into the muni market and a desire by many muni investors to seek refuge in short-maturity bonds. This combination has resulted in what we consider excessively high relative valuations for the front-end of the muni curve, particularly in the three to five year range. We continue to be underweight that area of the curve in favor of relative overweight positions in intermediate maturity bonds and ultra-short-maturity and floating-rate bonds. Most of our curve positioning develops naturally as part of our security selection process. As we look at new opportunities, we assess relative value (and upside/downside) for those securities across the yield curve. Our curve positioning within the Fund is an outcome of that process. While we do seek to avoid overvalued portions of the market, we believe most of our alpha generation is likely to come from sector allocations and bottom-up security selection.

In terms of performance attribution, the Fund did benefit from strong performance in intermediate- and longer-maturity bonds during the period, but much of that relative performance was driven by selection. Within credit we continue to see value in middle-quality (A-rated and BBB-rated) investment-grade revenue-backed bonds and remain overweight those rating categories. This is driven by the opportunities that our fundamental credit and ESG analysts are finding in the market rather than a top-down view on credit spreads. The Fund benefited from broad-based credit sector outperformance during the period highlighted by hospitals/health care, lease revenue, and dedicated tax revenue issuers. Municipal credit fundamentals were a tailwind in 2021, and we continue to find opportunities within many essential service revenue sectors from both a yield carry, performance upside standpoint and with strong positive impact.

Looking forward, we are focusing on delivering stability within the strategy. While there are times to play offense in bonds, we do not believe this is one of those times. We ultimately strive to build well-diversified portfolios that are concentrated in our highest-conviction ideas while seeking to deliver the best-possible risk-adjusted returns over the long-term. We are currently aiming to position the Fund to have plenty of defense should volatility arise, while also seeking to outperform through excess income generation and individual bond selection should we remain in a low-volatility world.

We expect to publish our 2021 Impact Report in February and look forward to sharing more detail about the impact in the Fund and outlook for the sustainable landscape in 2022.

Sincerely,

Stephen M. Shutz, CFA

Portfolio Manager

Amy N. Hauter, CFA

Portfolio Manager

www.brownadvisory.com/mf

52

Brown Advisory Tax-Exempt Sustainable Bond Fund

A Message to Our Shareholders

December 31, 2021

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. The Adviser utilizes ESG analysis in connection with the Fund’s investments in fixed-income securities. ESG factors are considered systematically and comprehensively through leveraging a repeatable process that strives to minimize risk and capture opportunity.

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

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.

Because the Fund’s ESG criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to the funds that do not use these criteria.

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

53

Brown Advisory Tax-Exempt Sustainable Bond Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 97.7%
General Obligation Bonds — 9.0%
	2,425,000	Chicago Illinois Park District		4.00	%	01/01/2034		2,831,963
	6,000,000	Chicago Illinois Park District†		5.00	%	01/01/2044		7,387,847
	1,125,000	Detroit City Michigan School District		5.00	%	05/01/2039		1,433,582
	4,315,000	New Jersey, State of		2.30	%	06/01/2027		4,440,474
	1,905,000	New York, City of New York		1.25	%	08/01/2027		1,864,403
	1,250,000	New York, City of New York		2.90	%	10/01/2027		1,328,301
								19,286,570
Revenue Bonds — 88.7%
	1,000,000	American Municipal Power Ohio, Inc.		4.00	%	02/15/2044		1,141,217
	4,985,000	Arizona Board of Rights State University Systems		5.00	%	07/01/2025		5,769,454
	1,200,000	Arizona Industrial Development Authority		4.00	%	07/01/2041		1,291,018
	2,250,000	Austin, Texas		7.88	%	09/01/2026		2,259,677
	1,000,000	Baltimore County Maryland		4.00	%	01/01/2039		1,160,606
	1,525,000	Baltimore County Maryland		4.00	%	01/01/2040		1,767,334
	1,500,000	Baltimore County Maryland		4.00	%	01/01/2045		1,718,111
	1,950,000	Bay Area Water Supply & Conservation Agency		5.00	%	10/01/2034		2,065,452
	750,000	Buffalo New York Sewer Authority		4.00	%	06/15/2051		851,500
	630,000	California Infrastructure & Economic Development Bank		4.00	%	08/01/2023		666,053
	500,000	California Infrastructure & Economic Development Bank		4.00	%	08/01/2024		544,130
	1,005,000	California Infrastructure & Economic Development Bank		5.00	%	08/01/2038		1,268,379
	1,000,000	California Infrastructure & Economic Development Bank		5.00	%	08/01/2039		1,259,931
	2,000,000	California Infrastructure & Economic Development Bank		4.00	%	05/01/2046		2,353,413
	4,360,000	California Infrastructure & Economic Development Bank
		(SIFMA Municipal Swap Index + 0.35%)		0.45	%	08/01/2047		4,372,963
	1,170,000	California Municipal Finance Authority^		5.00	%	11/01/2029		1,334,780
	1,575,000	California Municipal Finance Authority^		5.00	%	11/01/2049		1,773,805
	1,180,000	California School Finance Authority^		5.00	%	07/01/2037		1,385,682
	2,250,000	Central Puget Sound Regional Transit Authority		5.00	%	11/01/2045		2,635,164
	6,450,000	Charlotte-Mecklenburg Hospital Authority		5.00	%	01/15/2031		6,478,694
	5,000,000	Clayton County Georgia Development Authority		5.00	%	07/01/2033		5,117,766
	1,500,000	Colorado Health Facilities Authority		4.00	%	12/01/2040		1,734,149
	1,000,000	Connecticut State Clean Water Fund		4.00	%	02/01/2035		1,191,520
	1,500,000	Connecticut State Clean Water Fund		5.00	%	05/01/2036		1,809,860
	5,000,000	Denver, Colorado City & County Airport System Revenue		1.72	%	11/15/2027		5,025,505
	3,000,000	District of Columbia Water & Sewer Authority		5.00	%	10/01/2039		3,508,901
	2,495,000	Du Page County, Illinois		3.00	%	05/15/2047		2,595,785
	1,320,000	East Chicago Sanitary District		4.00	%	07/15/2031		1,406,752
	2,000,000	Florida Development Finance Corp.		4.00	%	11/15/2034		2,435,060
	2,375,000	Glendale Arizona Industrial Development Authority		5.00	%	11/15/2042		2,741,869
	2,500,000	Grand Forks County North Dakota^		7.00	%	12/15/2043		2,526,382
	2,500,000	Grand Forks County North Dakota^		9.00	%	06/15/2044		2,510,570
	600,000	Harris County Texas Flood Control District		5.00	%	10/01/2027		700,222
	1,405,000	Hartford County Connecticut Metropolitan District Clean Water Project		5.00	%	11/01/2036		1,585,738
	985,000	Illinois Finance Authority (1 Month LIBOR USD + 0.50%)		0.57	%	11/01/2034		985,085
	5,000,000	Lakeland Florida Hospital System		5.00	%	11/15/2040		5,595,130
	3,000,000	Lancaster County Pennsylvania Solid Waste Management Authority		5.25	%	12/15/2031		3,283,228
	3,470,000	Los Angeles County California Metropolitan Transportation Authority		5.00	%	07/01/2038		4,228,457
	970,000	Maricopa County Arizona Industrial Development Authority
		(SIFMA Municipal Swap Index + 0.38%)		0.48	%	01/01/2035		970,313
	2,500,000	Maryland Community Development Administration		2.41	%	07/01/2043		2,505,379
	1,275,000	Maryland Economic Development Corp.		4.00	%	07/01/2040		1,444,559
	4,200,000	Massachusetts Bay Transportation Authority#		0.11	%	03/01/2030		4,200,000
	4,455,000	Massachusetts Clean Energy Cooperative Corp.		1.57	%	07/01/2026		4,445,505
	1,500,000	Massachusetts Educational Financing Authority		2.56	%	07/01/2026		1,547,310

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

www.brownadvisory.com/mf

54

Brown Advisory Tax-Exempt Sustainable Bond Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 97.7% (Continued)
Revenue Bonds — 88.7% (Continued)
	1,000,000	Massachusetts Port Authority		5.00	%	07/01/2037		1,298,772
	5,000,000	Metropolitan Government Nashville & Davidson County Tennessee Health & Educational Facilities		5.00	%	07/01/2040		5,893,961
	135,000	Metropolitan Pier & Exposition Authority+		2.17	%	12/15/2031		110,197
	3,000,000	Metropolitan Pier & Exposition Authority+		2.28	%	12/15/2032		2,384,479
	270,000	Metropolitan Pier & Exposition Authority+		2.71	%	06/15/2034		206,023
	135,000	Metropolitan Pier & Exposition Authority+		2.81	%	06/15/2035		100,090
	175,000	Metropolitan Pier & Exposition Authority+		2.89	%	06/15/2037		120,957
	1,175,000	Metropolitan Pier & Exposition Authority+		3.40	%	12/15/2038		768,793
	375,000	Metropolitan Pier & Exposition Authority+		3.38	%	12/15/2051		169,988
	590,000	Metropolitan Pier & Exposition Authority+		3.53	%	12/15/2052		259,680
	3,230,000	Metropolitan Pier & Exposition Authority		5.00	%	06/15/2053		3,627,814
	1,955,000	Metropolitan Transportation Authority		5.25	%	11/15/2033		2,417,831
	1,050,000	Metropolitan Transportation Authority		5.00	%	11/15/2035		1,262,319
	5,000,000	Metropolitan Transportation Authority		5.00	%	11/15/2037		5,812,393
	1,250,000	Metropolitan Transportation Authority		5.00	%	11/15/2038		1,567,659
	1,870,000	Metropolitan Transportation Authority		5.00	%	11/15/2042		1,964,239
	1,500,000	Miami-Dade County Florida Water & Sewer System		4.00	%	10/01/2039		1,818,261
	2,540,000	Monroeville Pennsylvania Finance Authority		4.25	%	02/15/2042		2,598,634
	2,075,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.50	%	07/01/2046		1,582,697
	1,000,000	New Jersey Economic Development Authority		3.47	%	06/15/2027		1,072,904
	1,960,000	New Jersey Housing & Mortgage Finance Agency		1.60	%	10/01/2026		1,961,920
	2,000,000	New York City Housing Development Corp.		2.60	%	11/01/2034		2,073,091
	1,000,000	New York City Water & Sewer System		5.00	%	06/15/2047		1,189,877
	2,425,000	New York Liberty Development Corp.		4.00	%	09/15/2035		2,441,313
	3,000,000	New York Liberty Development Corp.		5.00	%	09/15/2040		3,025,960
	930,000	New York State Dormitory Authority		5.00	%	07/01/2050		1,056,392
	2,500,000	New York State Housing Finance Agency		1.60	%	11/01/2024		2,513,107
	1,414,465	New York State Housing Finance Agency		1.65	%	05/15/2039		1,380,673
	1,000,000	Ohio Higher Educational Facility Commission#		1.63	%	12/01/2034		1,030,751
	1,500,000	Ohio, State of (SIFMA Municipal Swap Index + 0.40%)		0.50	%	01/01/2052		1,501,455
	2,500,000	Phoenix Arizona Civic Improvement Corp.		5.00	%	07/01/2049		3,090,785
	2,000,000	Pompano Beach, City of Florida		3.50	%	09/01/2035		2,148,469
	1,500,000	Portland Maine General Airport Revenue		4.00	%	01/01/2038		1,726,675
	1,500,000	Regional Transportation Authority		5.00	%	06/01/2031		1,665,956
	1,500,000	San Francisco, California City & County Airports Common International Airport		4.00	%	05/01/2037		1,782,691
	2,500,000	St. Louis, City of Missouri Industrial Development Authority		2.22	%	12/01/2038		2,521,433
	1,200,000	Tampa Florida Hospital Revenue		4.00	%	07/01/2039		1,405,494
	1,000,000	Tampa Florida Hospital Revenue		4.00	%	07/01/2045		1,151,885
	2,635,000	Upper Santa Clara Valley California Joint Powers Authority		4.00	%	08/01/2045		2,923,434
	2,223,674	Utah Housing Corp.		2.50	%	08/21/2051		2,321,868
	2,495,476	Utah Housing Corp.		2.50	%	11/21/2051		2,605,672
	2,250,000	Virginia Small Business Financing Authority		4.00	%	01/01/2036		2,592,604
	1,650,000	Wayne County Michigan Airport Authority		5.00	%	12/01/2034		2,185,641
	1,685,000	Wayne County Michigan Airport Authority		5.00	%	12/01/2036		2,223,210
	1,000,000	Wisconsin Health & Educational Facilities Authority#		0.01	%	02/15/2050		1,000,000
								190,750,455
Total Municipal Bonds (Cost $206,889,106)								210,037,025

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

www.brownadvisory.com/mf

55

Brown Advisory Tax-Exempt Sustainable Bond Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Short-Term Investments — 3.0%
Money Market Funds — 3.0%
	6,414,569	First American Government Obligations Fund — Class Z, 0.02%*		6,414,569
Total Short-Term Investments (Cost $6,414,569)				6,414,569
Total Investments — 100.7% (Cost $213,303,675)				216,451,594
Floating Rate Note Obligations — (1.9)%
Note with interest and fee rate of 0.72% as of the date of this report and a
contractual maturity of collateral of 01/01/2044~				(4,000,000	)
Other Assets in Excess of Liabilities — 1.2%				2,500,678
NET ASSETS — 100.0%			$	214,952,272

+	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.
†	Underlying security related to TOB Trusts entered into by the Fund.
*	Annualized seven-day yield as of the date of this report.
~	Floating rate note obligations related to securities held. The interest and fee rate shown reflects the rates in effect as of the date of this report. As of the date of this report, the Fund’s investments with a value of $7,387,847 are held by TOB Trusts and serve as collateral for the $4,000,000 in the floating rate note obligations outstanding at that date.

PORTFOLIO HOLDINGS

% of Net Assets

Revenue Bonds	88.7	%
General Obligation Bonds	9.0	%
Money Market Funds	3.0	%
Floating Rate Note Obligations	(1.9	)%
Other Assets and Liabilities	1.2	%
	100.0	%

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

www.brownadvisory.com/mf

56

Brown Advisory Mortgage Securities Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory Mortgage Securities Fund – Investor Shares (the “Fund”) decreased 0.55% in value. During the same period, the Bloomberg Mortgage Backed Securities Index (the “Index”), the Fund’s benchmark, declined 0.27%.

The Fund aims to generate performance primarily through strong current income generation from high-quality mortgage-related securities selected to have more a more favorable pace of principal repayment. This is supplemented by select mortgage-related credit positions in the asset-backed and commercial mortgage-backed securities sectors. We think this combination can deliver attractive income generation with relatively low exposure to credit volatility.

Agency-backed mortgage bonds struggled to keep up with other bond types in this period. This was due to two big factors. The first was an increase in expected interest rate volatility. In June, the relatively high inflation reports were dismissed as likely transitory. By year-end, this was clearly not the case, which left markets much less certain about the interest rate outlook. Mortgage bonds are sensitive to expected rate volatility, as it makes the pace of refinancing less certain. This uncertainty weighed a bit on Mortgage-backed Security (MBS) prices.

The second was the Federal Reserve’s announcement that its bond buying program would be ending early in 2022. Since MBS were a big part of their purchases, it stands to reason that this would be a negative for MBS. This effect was probably small, though, as MBS spreads in aggregate only moved 4 basis points wider during this period.

The biggest drag on relative performance for the Fund during this period was MBS selection. We were overweight the 2% and 2.5% coupons during most of this period. The 2.5% coupon was one of the worst-performing bonds generally, and our selections also slightly underperformed the average. The combination of these two factors probably subtracted 40 basis points from relative performance.

Other factors were minor. Our overweight of agency-backed commercial mortgage-backed security (CMBS) vs. MBS was a minor benefit, as the CMBS generally outperformed. In addition, we were underweight duration generally, which was also a small benefit.

Over the last two years, performance in the bond market (as well as this Fund) has been dominated by top-down factors: first, Fed policy to save the economy in 2020, and then, the pricing in of a recovery in 2021. We think 2022 will return to a bit more “normal” environment, where our relative performance is more likely to be driven by individual security selection. MBS functioned as a defensive sector in 2021, generally holding up well as rates rose. We expect that will continue in 2022, and therefore, we think this portfolio can serve as a shorter-duration alternative for fixed income investors.

Sincerely,

Thomas D.D. Graff, CFA

Portfolio Manager

www.brownadvisory.com/mf

57

Brown Advisory Mortgage Securities Fund

A Message to Our Shareholders

December 31, 2021

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. As part of its fundamental research approach, the Adviser has a process to integrate, identify and consider the Environmental, Social and Governance (“ESG”) risks and opportunities throughout the investment lifecycle using a proprietary ESG assessment.

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.

Because the Fund’s ESG criteria exclude securities of certain issuers for nonfinancial reasons, the Fund may forgo some market opportunities available to funds that do not use these criteria.

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

www.brownadvisory.com/mf

58

Brown Advisory Mortgage Securities Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 105.5%
	2,080,000	BAMLL Commercial Mortgage Securities Trust,
		Series 2018-DSNY A (1 Month LIBOR USD + 0.85%)^		0.96	%	09/15/2034		2,079,804
	4,960,602	Bayview MSR Opportunity Master Fund Trust INV2, Series 2021-6 A1#^		3.00	%	10/25/2051		5,092,689
	4,888,864	Bayview MSR Opportunity Master Fund Trust INV5, Series 2021-5 A2#^		2.50	%	11/25/2051		4,914,379
	2,000,000	BBCMS Mortgage Trust, Series 2018-TALL A (1 Month LIBOR USD + 0.72%)^		0.83	%	03/15/2037		1,979,829
	5,662,100	BX Commercial Mortgage Trust, Series 2021-VOLT D (1 Month LIBOR USD + 1.65%)^		1.76	%	09/15/2036		5,623,967
	2,305,000	BX Trust, Series 2021-SDMF B (1 Month LIBOR USD + 0.74%)^		0.85	%	09/15/2034		2,264,645
	1,563,256	Connecticut Avenue Securities Trust, Series 2021-R01 1M1 (SOFR30A + 0.75%)^		0.80	%	10/25/2041		1,563,737
	4,699,803	Connecticut Avenue Securities Trust, Series 2021-R02 2M1 (SOFR30A + 0.90%)^		0.95	%	11/25/2041		4,704,821
	986,000	DBGS Mortgage Trust, Series 2018-C1 7EA^		4.64	%	10/17/2051		983,541
	3,000,000	FHLMC MSCR Trust, Series 2021-MN3 M1 (SOFR30A + 2.30%)^		2.35	%	11/27/2051		2,985,311
	42,501	FHLMC PC, Pool# N3-0530		5.50	%	01/01/2029		43,944
	64,424	FHLMC PC, Pool# C5-3878		5.50	%	12/01/2030		71,983
	144,109	FHLMC PC, Pool# C9-1366		4.50	%	04/01/2031		155,914
	55,466	FHLMC PC, Pool# C6-6421		6.50	%	02/01/2032		61,241
	194,991	FHLMC PC, Pool# N7-0078		5.50	%	01/01/2033		208,245
	26,660	FHLMC PC, Pool# 1B-0889 (12 Month LIBOR USD + 1.59%)		1.84	%	05/01/2033		26,757
	63,361	FHLMC PC, Pool# A1-4256		5.50	%	10/01/2033		70,608
	171,722	FHLMC PC, Pool# G3-0932		4.50	%	03/01/2034		185,621
	22,800	FHLMC PC, Pool# 1J-0204 (12 Month LIBOR USD + 1.75%)		2.03	%	05/01/2035		24,012
	502,715	FHLMC PC, Pool# C9-1826		3.00	%	05/01/2035		530,523
	148,577	FHLMC PC, Pool# N7-0071		6.00	%	06/01/2035		159,443
	43,513	FHLMC PC, Pool# A4-6629		5.00	%	08/01/2035		48,969
	393,347	FHLMC PC, Pool# K9-3365		3.50	%	11/01/2035		415,497
	375,279	FHLMC PC, Pool# K9-3349		4.00	%	11/01/2035		401,334
	23,848	FHLMC PC, Pool# 1L-1263 (1 Year CMT Rate + 2.25%)		2.38	%	03/01/2036		25,420
	21,706	FHLMC PC, Pool# 1H-1348 (1 Year CMT Rate + 2.14%)		2.17	%	10/01/2036		23,238
	171,270	FHLMC PC, Pool# G2-0028		7.50	%	12/01/2036		190,417
	93,772	FHLMC PC, Pool# B3-1891		5.38	%	01/01/2037		102,786
	103,499	FHLMC PC, Pool# 84-7727 (12 Month LIBOR USD + 1.74%)		1.99	%	02/01/2037		104,179
	88,936	FHLMC PC, Pool# B3-1900		5.38	%	02/01/2037		97,511
	44,047	FHLMC PC, Pool# B3-1934		5.38	%	04/01/2037		48,294
	89,431	FHLMC PC, Pool# B3-1976		5.10	%	05/01/2037		97,655
	32,485	FHLMC PC, Pool# 1J-1681 (12 Month LIBOR USD + 1.98%)		2.23	%	06/01/2037		34,310
	77,978	FHLMC PC, Pool# B3-2000		5.10	%	06/01/2037		85,150
	51,838	FHLMC PC, Pool# U3-0653		5.13	%	07/01/2037		57,043
	67,056	FHLMC PC, Pool# U3-0606		5.10	%	09/01/2037		73,244
	213,020	FHLMC PC, Pool# U3-0681		5.10	%	09/01/2037		232,806
	47,569	FHLMC PC, Pool# 1G-2249 (12 Month LIBOR USD + 1.78%)		2.03	%	10/01/2037		47,729
	133,291	FHLMC PC, Pool# T3-0346		5.38	%	10/01/2037		146,208
	835,624	FHLMC PC, Pool# G3-1063		3.50	%	11/01/2037		891,208
	79,655	FHLMC PC, Pool# U3-0800		5.10	%	11/01/2037		86,975
	137,624	FHLMC PC, Pool# U3-1874		5.38	%	04/01/2038		150,861
	320,118	FHLMC PC, Pool# N7-0082		6.00	%	07/01/2038		348,473
	175,399	FHLMC PC, Pool# G0-4540		6.00	%	08/01/2038		203,696
	144,332	FHLMC PC, Pool# G0-4655		6.00	%	08/01/2038		167,620
	103,690	FHLMC PC, Pool# U3-2470		5.10	%	11/01/2038		113,255
	78,438	FHLMC PC, Pool# G0-8348		5.00	%	06/01/2039		89,087
	366,989	FHLMC PC, Pool# C0-3427		5.50	%	10/01/2039		417,580
	2,860,337	FHLMC PC, Pool# ZA-5113		4.00	%	12/01/2047		3,116,779
	237,552	FHLMC PC, Pool# G0-8828		5.50	%	04/01/2048		261,510
	2,664,247	FHLMC PC, Pool# SD-0580		3.00	%	04/01/2051		2,776,725
	4,131,664	FHLMC PC, Pool# QC-2694		2.50	%	06/01/2051		4,227,309
	123,164	FHLMC REMIC, Series 4318 DI~		2.50	%	08/15/2022		398
	263,450	FHLMC REMIC, Series 4329 CI~		2.50	%	01/15/2023		1,926

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

www.brownadvisory.com/mf

59

Brown Advisory Mortgage Securities Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 105.5% (Continued)
	14,250	FHLMC REMIC, Series 1843 Z		7.00	%	04/15/2026		14,946
	126,968	FHLMC REMIC, Series 2517 Z		5.50	%	10/15/2032		138,836
	920,428	FHLMC REMIC, Series 2907 VZ		4.50	%	05/15/2034		998,328
	226,523	FHLMC REMIC, Series 2890 ZA		5.00	%	11/15/2034		254,487
	366,318	FHLMC REMIC, Series 3150 DZ		5.50	%	05/15/2036		417,606
	223,218	FHLMC REMIC, Series 3294 CB		5.50	%	03/15/2037		254,979
	1,027,749	FHLMC REMIC, Series 3830 NB		4.50	%	02/15/2039		1,056,596
	151,894	FHLMC REMIC, Series 4309 BI~		3.00	%	08/15/2039		834
	2,876,067	FHLMC REMIC, Series 5014 BP		1.25	%	09/25/2040		2,831,413
	838,262	FHLMC REMIC, Series 4121 DH		2.00	%	10/15/2042		776,983
	294,093	FHLMC REMIC, Series 4690 QA		3.50	%	05/15/2044		295,543
	2,617,725	FHLMC REMIC, Series 4951 EA		2.50	%	09/15/2044		2,673,001
	3,211,283	FHLMC REMIC, Series 4774 LP		3.50	%	09/15/2046		3,303,691
	649,091	FHLMC REMIC, Series 4872 AB		4.00	%	08/15/2047		658,231
	254,396	FHLMC REMIC, Series 4891 PA		3.50	%	07/15/2048		258,370
	995,855	FHLMC REMIC, Series 4888 AC		3.50	%	01/15/2049		1,031,475
	2,736,575	FHLMC REMIC, Series 5080 PB		1.25	%	03/25/2050		2,665,342
	2,869,565	FHLMC REMIC, Series 5083 UB		1.25	%	03/25/2051		2,785,500
	926,062	FHLMC SCRTT, Series 2017-1 M1#^		4.00	%	01/25/2056		934,195
	10,010,654	FHMS, Series K-019 X1#~		1.58	%	03/25/2022		100
	14,978,019	FHMS, Series K-021 X1#~		1.38	%	06/25/2022		11,717
	23,385,479	FHMS, Series K-025 X1#~		0.78	%	10/25/2022		114,846
	12,485,118	FHMS, Series K-035 X1#~		0.33	%	08/25/2023		64,039
	73,056,875	FHMS, Series K-C02 X1#~		0.37	%	03/25/2024		491,432
	19,832,817	FHMS, Series K-038 X1#~		1.10	%	03/25/2024		423,762
	42,146,915	FHMS, Series K-040 X1#~		0.70	%	09/25/2024		678,464
	17,838,922	FHMS, Series K-C03 X1#~		0.49	%	11/25/2024		212,289
	130,886,491	FHMS, Series K-047 X1#~		0.12	%	05/25/2025		579,317
	10,008,185	FHMS, Series Q-013 XPT1~		1.66	%	05/25/2025		309,098
	163,185	FHMS, Series K-W01 A1		2.59	%	05/25/2025		168,173
	36,907,337	FHMS, Series K-C06 X1#~		0.90	%	06/25/2025		930,840
	14,390,561	FHMS, Series K-053 X1#~		0.88	%	12/25/2025		437,646
	41,487,582	FHMS, Series K-734 X1#~		0.65	%	02/25/2026		961,802
	9,180,270	FHMS, Series K-055 X1#~		1.35	%	03/25/2026		452,361
	32,931,389	FHMS, Series K-735 X1#~		0.96	%	05/25/2026		1,218,587
	25,983,129	FHMS, Series K-736 X1#~		1.31	%	07/25/2026		1,261,050
	5,926,572	FHMS, Series K-058 X1#~		0.92	%	08/25/2026		222,747
	6,353,562	FHMS, Series K-059 X1#~		0.31	%	09/25/2026		80,703
	26,676,696	FHMS, Series K-737 X1#~		0.64	%	10/25/2026		698,263
	24,899,365	FHMS, Series K-C04 X1#~		1.25	%	12/25/2026		1,025,398
	54,525,023	FHMS, Series K-063 X1#~		0.29	%	01/25/2027		710,357
	21,306,841	FHMS, Series K-064 X1#~		0.60	%	03/25/2027		604,085
	7,589,008	FHMS, Series Q-013 XPT2~		1.81	%	05/25/2027		265,627
	5,536,521	FHMS, Series K-W03 X1#~		0.83	%	06/25/2027		186,764
	22,913,706	FHMS, Series K-C05 X1#~		1.20	%	07/25/2027		1,014,303
	12,387,641	FHMS, Series K-068 X1#~		0.43	%	08/25/2027		278,070
	30,164,493	FHMS, Series K-069 X1#~		0.36	%	09/25/2027		592,066
	6,021,759	FHMS, Series K-739 XAM#~		1.61	%	09/25/2027		504,386
	16,500,000	FHMS, Series K-740 XAM#~		1.11	%	10/25/2027		975,760
	52,159,585	FHMS, Series K-070 X1#~		0.33	%	11/25/2027		950,499
	31,403,279	FHMS, Series K-072 X1#~		0.37	%	12/25/2027		636,180
	5,700,000	FHMS, Series K-HG1 A3		3.34	%	12/25/2027		6,053,229
	2,694,386	FHMS, Series Q-006 APT1#		2.59	%	04/25/2028		2,787,876
	871,847	FHMS, Series Q-006 APT2#		2.67	%	10/25/2028		899,699
	24,841,851	FHMS, Series K-087 X1#~		0.36	%	12/25/2028		602,132

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

www.brownadvisory.com/mf

60

Brown Advisory Mortgage Securities Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 105.5% (Continued)
	18,143,157	FHMS, Series K-091 X1#~		0.56	%	03/25/2029		685,488
	12,637,925	FHMS, Series K-092 X1#~		0.71	%	04/25/2029		600,049
	9,986,684	FHMS, Series K-G01 X1#~		0.97	%	04/25/2029		520,710
	6,269,790	FHMS, Series K-093 X1#~		0.95	%	05/25/2029		387,022
	10,970,571	FHMS, Series K-094 X1#~		0.88	%	06/25/2029		642,521
	6,250,000	FHMS, Series K-G02 X1#~		1.02	%	08/25/2029		410,659
	14,478,875	FHMS, Series K-103 X1#~		0.64	%	11/25/2029		661,892
	4,800,000	FHMS, Series K-110 XAM#~		1.87	%	04/25/2030		678,388
	4,803,897	FHMS, Series K-111 XAM#~		1.80	%	05/25/2030		659,118
	6,238,500	FHMS, Series K-114 XAM#~		1.34	%	06/25/2030		648,629
	9,275,345	FHMS, Series K-115 XAM#~		1.55	%	07/25/2030		1,111,101
	523,801	FHMS, Series Q-004 A2H#		2.81	%	01/25/2046		523,739
	289,689	FHMS, Series Q-010 APT1#		2.69	%	04/25/2046		291,448
	1,785,931	FHMS, Series Q-004 A4H#		2.82	%	08/25/2046		1,798,319
	2,109,344	FHMS, Series Q-007 APT1#		2.99	%	10/25/2047		2,125,865
	1,852,792	FHMS, Series Q-007 APT2#		3.32	%	10/25/2047		1,920,279
	727,406	FHMS, Series Q-013 APT1#		1.20	%	05/25/2050		727,118
	1,029,935	FHS, Series 366 IO~		4.00	%	08/15/2049		188,678
	1,000,000	FNMA, Pool# AN9202		3.32	%	05/01/2025		1,036,047
	1,178,222	FNMA, Pool# 109465		3.58	%	08/01/2025		1,223,918
	26,516	FNMA, Pool# 336422 (3 Year CMT Rate + 2.30%)		3.94	%	10/01/2025		26,637
	59,126	FNMA, Pool# 344903		5.50	%	10/01/2025		64,711
	1,000,000	FNMA, Pool# AN0287		2.95	%	11/01/2025		1,054,957
	58,237	FNMA, Pool# 356232		6.50	%	01/01/2026		64,296
	26,789	FNMA, Pool# 406521 (1 Year CMT Rate + 2.52%)		2.90	%	05/01/2026		26,862
	3,100,000	FNMA, Pool# BL3537		2.61	%	08/01/2026		3,230,494
	42,958	FNMA, Pool# 356329 (1 Year CMT Rate + 2.65%)		2.78	%	01/01/2027		42,967
	15,301	FNMA, Pool# 363850 (1 Year CMT Rate + 2.13%)		2.25	%	04/01/2027		15,394
	29,622	FNMA, Pool# 406380 (1 Year CMT Rate + 2.17%)		2.22	%	11/01/2027		29,709
	2,375,000	FNMA, Pool# AN7996		3.15	%	02/01/2028		2,519,918
	580,698	FNMA, Pool# 257203		5.00	%	05/01/2028		632,682
	803,403	FNMA, Pool# 958720		5.65	%	10/01/2028		867,685
	2,399,098	FNMA, Pool# BL3182		2.98	%	07/01/2029		2,545,282
	383,454	FNMA, Pool# 957502		3.98	%	07/01/2029		411,330
	35,712	FNMA, Pool# 520478 (1 Year CMT Rate + 2.10%)		2.22	%	11/01/2029		35,826
	34,433	FNMA, Pool# 559439 (1 Year CMT Rate + 2.27%)		2.40	%	09/01/2030		34,556
	45,579	FNMA, Pool# 573097 (1 Year CMT Rate + 2.21%)		2.34	%	02/01/2031		45,720
	89,631	FNMA, Pool# AL0898		5.00	%	02/01/2031		98,538
	9,683	FNMA, Pool# 590852 (1 Year CMT Rate + 2.11%)		2.11	%	07/01/2031		9,697
	1,599,020	FNMA, Pool# AI4717		4.50	%	07/01/2031		1,755,201
	32,620	FNMA, Pool# 656181 (1 Year CMT Rate + 2.16%)		2.28	%	08/01/2031		32,874
	33,579	FNMA, Pool# 723313 (1 Year CMT Rate + 2.54%)		2.54	%	09/01/2031		33,630
	9,242	FNMA, Pool# 642122 (1 Year CMT Rate + 2.27%)		2.77	%	03/01/2032		9,275
	823,701	FNMA, Pool# 470828		3.53	%	03/01/2032		928,672
	8,763	FNMA, Pool# 628837		6.50	%	03/01/2032		9,792
	27,112	FNMA, Pool# 640225 (1 Year CMT Rate + 2.27%)		2.77	%	04/01/2032		27,253
	36,230	FNMA, Pool# 662138 (1 Year CMT Rate + 2.30%)		2.30	%	09/01/2032		36,360
	32,772	FNMA, Pool# 668309 (1 Year CMT Rate + 2.02%)		2.02	%	11/01/2032		32,899
	27,400	FNMA, Pool# 696546 (6 Month LIBOR USD + 2.26%)		2.38	%	03/01/2033		27,535
	6,093	FNMA, Pool# 555819 (6 Month LIBOR USD + 1.03%)		1.28	%	07/01/2033		6,152
	33,833	FNMA, Pool# 744805 (6 Month LIBOR USD + 1.52%)		1.64	%	11/01/2033		33,954
	15,247	FNMA, Pool# 751498 (1 Year CMT Rate + 2.22%)		2.34	%	11/01/2033		15,305
	25,666	FNMA, Pool# 741373 (1 Year CMT Rate + 2.28%)		2.41	%	12/01/2033		25,761
	27,637	FNMA, Pool# 764342 (6 Month LIBOR USD + 1.52%)		1.65	%	02/01/2034		27,783
	27,736	FNMA, Pool# 774969 (1 Year CMT Rate + 2.28%)		2.40	%	04/01/2034		27,816

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

www.brownadvisory.com/mf

61

Brown Advisory Mortgage Securities Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 105.5% (Continued)
	110,696	FNMA, Pool# 783554 (1 Year CMT Rate + 2.21%)		2.21	%	07/01/2034		111,210
	8,697	FNMA, Pool# 819649 (12 Month LIBOR USD + 1.52%)		1.89	%	03/01/2035		8,736
	47,173	FNMA, Pool# 889829		5.00	%	07/01/2035		53,276
	34,881	FNMA, Pool# 830970 (12 Month LIBOR USD + 1.83%)		2.08	%	08/01/2035		34,964
	22,133	FNMA, Pool# 837329 (1 Year CMT Rate + 2.04%)		2.04	%	09/01/2035		22,351
	542,613	FNMA, Pool# AL7654		3.00	%	09/01/2035		567,838
	51,469	FNMA, Pool# 836715 (12 Month LIBOR USD + 1.77%)		2.02	%	10/01/2035		51,704
	120,825	FNMA, Pool# 842006		4.25	%	10/01/2035		129,161
	23,435	FNMA, Pool# 922680 (12 Month LIBOR USD + 1.91%)		2.16	%	11/01/2035		24,735
	249,946	FNMA, Pool# 850232		4.25	%	12/01/2035		267,846
	12,440	FNMA, Pool# 865849 (12 Month LIBOR USD + 1.54%)		1.91	%	03/01/2036		12,550
	16,031	FNMA, Pool# 877009 (12 Month LIBOR USD + 2.38%)		2.65	%	03/01/2036		16,893
	260,271	FNMA, Pool# AB0577		4.00	%	03/01/2036		274,032
	21,167	FNMA, Pool# 868568 (12 Month LIBOR USD + 1.74%)		2.07	%	04/01/2036		22,146
	60,418	FNMA, Pool# 882017 (6 Month LIBOR USD + 1.56%)		1.69	%	05/01/2036		60,846
	19,064	FNMA, Pool# 745626 (1 Year CMT Rate + 2.14%)		2.22	%	05/01/2036		19,107
	4,646	FNMA, Pool# 872895 (12 Month LIBOR USD + 1.88%)		2.13	%	06/01/2036		4,650
	16,816	FNMA, Pool# 886163 (12 Month LIBOR USD + 1.83%)		2.08	%	07/01/2036		16,997
	234,481	FNMA, Pool# 896838		5.45	%	07/01/2036		245,584
	94,744	FNMA, Pool# 745818		6.50	%	09/01/2036		106,720
	67,698	FNMA, Pool# 902770		5.38	%	11/01/2036		74,141
	53,758	FNMA, Pool# 995521 (12 Month LIBOR USD + 1.84%)		2.09	%	05/01/2037		53,878
	56,260	FNMA, Pool# 950382 (6 Month LIBOR USD + 1.12%)		1.27	%	08/01/2037		57,784
	28,904	FNMA, Pool# 941050 (12 Month LIBOR USD + 1.70%)		1.95	%	08/01/2037		28,935
	53,463	FNMA, Pool# 952835 (1 Year CMT Rate + 2.32%)		2.40	%	09/01/2037		57,147
	2,128,178	FNMA, Pool# MA3208		4.50	%	10/01/2037		2,327,150
	106,724	FNMA, Pool# 955233		6.50	%	12/01/2037		124,028
	6,127	FNMA, Pool# 982237 (12 Month LIBOR USD + 1.84%)		2.09	%	05/01/2038		6,135
	269,628	FNMA, Pool# AD0100		7.00	%	12/01/2038		323,391
	91,581	FNMA, Pool# 930507		6.50	%	02/01/2039		103,462
	1,703,406	FNMA, Pool# AS2249		4.00	%	04/01/2039		1,871,882
	286,066	FNMA, Pool# AL0407		6.50	%	04/01/2039		322,823
	222,575	FNMA, Pool# AD0427		5.50	%	10/01/2039		254,668
	298,326	FNMA, Pool# AD0941		5.50	%	04/01/2040		341,535
	597,130	FNMA, Pool# 467095		5.90	%	01/01/2041		686,929
	293,387	FNMA, Pool# AH8447		5.50	%	04/01/2041		322,886
	929,051	FNMA, Pool# 469130		4.87	%	10/01/2041		1,040,735
	298,859	FNMA, Pool# BC1738		4.50	%	09/01/2043		322,707
	252,849	FNMA, Pool# AS1429		4.00	%	12/01/2043		269,910
	324,026	FNMA, Pool# AV7739		4.00	%	01/01/2044		349,331
	148,703	FNMA, Pool# AW6485		4.00	%	06/01/2044		158,331
	205,088	FNMA, Pool# AY0382		4.00	%	11/01/2044		212,267
	356,447	FNMA, Pool# AW9534		4.00	%	03/01/2045		383,421
	307,202	FNMA, Pool# AZ4154		4.00	%	06/01/2045		329,796
	1,132,079	FNMA, Pool# AZ7828		4.00	%	08/01/2045		1,237,560
	713,339	FNMA, Pool# BA3674		4.50	%	10/01/2045		785,169
	328,135	FNMA, Pool# BC6366		4.50	%	02/01/2046		355,579
	198,649	FNMA, Pool# BD1241		4.50	%	05/01/2046		212,967
	993,140	FNMA, Pool# BD5189		4.50	%	07/01/2046		1,087,347
	260,404	FNMA, Pool# BD8599		4.50	%	11/01/2046		279,897
	571,308	FNMA, Pool# BH7686		4.50	%	12/01/2047		617,833
	843,472	FNMA, Pool# BJ8287		4.50	%	01/01/2048		914,112
	456,698	FNMA, Pool# BK5105		5.50	%	05/01/2048		506,778
	388,930	FNMA, Pool# BK8032		5.50	%	06/01/2048		435,684
	302,927	FNMA, Pool# BN0202		5.50	%	09/01/2048		337,658

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

www.brownadvisory.com/mf

62

Brown Advisory Mortgage Securities Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 105.5% (Continued)
	274,336	FNMA, Pool# BN4936		5.50	%	12/01/2048		301,747
	156,805	FNMA, Pool# BN4921		5.50	%	01/01/2049		172,460
	922,780	FNMA, Pool# BQ1161		2.50	%	08/01/2050		943,341
	1,507,953	FNMA, Pool# BQ2613		2.50	%	10/01/2050		1,541,166
	5,899,262	FNMA, Pool# FM4866		2.50	%	10/01/2050		6,030,500
	8,607,650	FNMA, Pool# FM6708		2.50	%	01/01/2051		8,809,946
	8,796,587	FNMA, Pool# BR8946		2.50	%	05/01/2051		8,990,332
	9,099,812	FNMA, Pool# BT1090		2.50	%	05/01/2051		9,300,235
	9,186,349	FNMA, Pool# BT0539		2.50	%	05/01/2051		9,393,163
	3,720,457	FNMA, Pool# CB1050		2.50	%	07/01/2051		3,806,234
	3,980,727	FNMA, Pool# FM8754		3.00	%	09/01/2051		4,183,239
	54,700,000	FNMA, 2.00%, Due TBA January		2.00	%	01/15/2052		54,563,251
	43,807	FNMA REMIC Trust, Series 1996-23 G		6.50	%	07/25/2026		46,364
	1,583,981	FNMA REMIC Trust, Series 2016-M7 A2		2.50	%	09/25/2026		1,613,239
	1,997,736	FNMA REMIC Trust, Series 2017-T1 A		2.90	%	06/25/2027		2,114,478
	1,003,924	FNMA REMIC Trust, Series 2012-139 HI~		2.50	%	12/25/2027		46,192
	77,237	FNMA REMIC Trust, Series 2013-15 QI~		3.00	%	03/25/2028		4,526
	902,000	FNMA REMIC Trust, Series 2019-M6 A2		3.45	%	01/25/2029		1,000,912
	500,000	FNMA REMIC Trust, Series 2018-M13 A2#		3.71	%	09/25/2030		573,894
	455,445	FNMA REMIC Trust, Series 2013-115 AI~		3.00	%	04/25/2031		13,349
	27,983	FNMA REMIC Trust, Series 2014-14 LI~		3.00	%	04/25/2031		3
	1,999,917	FNMA REMIC Trust, Series 2021-M20 A1#		1.84	%	10/25/2031		2,039,472
	25,972,751	FNMA REMIC Trust, Series 2019-M23 X3#~		0.28	%	10/27/2031		655,783
	144,760	FNMA REMIC Trust, Series 2001-80 Z		6.00	%	01/25/2032		159,304
	301,170	FNMA REMIC Trust, Series 2006-M2 A2A#		5.27	%	10/25/2032		324,620
	357,391	FNMA REMIC Trust, Series 2003-71 MB		5.50	%	08/25/2033		409,197
	1,777,995	FNMA REMIC Trust, Series 2014-8 IQ~		4.00	%	03/25/2034		229,309
	9,258,202	FNMA REMIC Trust, Series 2021-95 WI#~		1.74	%	05/25/2035		486,056
	2,334,902	FNMA REMIC Trust, Series 2005-73 EZ		5.50	%	08/25/2035		2,644,672
	769,037	FNMA REMIC Trust, Series 2005-110 GL		5.50	%	12/25/2035		860,978
	361,841	FNMA REMIC Trust, Series 2006-21 Z		5.50	%	04/25/2036		406,857
	1,110,396	FNMA REMIC Trust, Series 2006-112 QC		5.50	%	11/25/2036		1,270,215
	516,103	FNMA REMIC Trust, Series 2007-22 A		5.50	%	03/25/2037		589,542
	724,742	FNMA REMIC Trust, Series 2009-20 DA (1 Month LIBOR USD + 7.40%)~		7.30	%	04/25/2039		159,382
	1,283,313	FNMA REMIC Trust, Series 2012-65 HJ		5.00	%	07/25/2040		1,399,030
	123,237	FNMA REMIC Trust, Series 2015-15 GA		3.00	%	03/25/2041		123,903
	66,504	FNMA REMIC Trust, Series 2012-10 UF (1 Month LIBOR USD + 0.55%)		0.65	%	02/25/2042		67,670
	1,179,822	FNMA REMIC Trust, Series 2012-27 PI~		4.50	%	02/25/2042		128,053
	409,070	FNMA REMIC Trust, Series 2013-34 IG~		3.00	%	05/25/2042		39,908
	267,280	FNMA REMIC Trust, Series 2012-141 ZC		2.50	%	12/25/2042		261,833
	7,640	FNMA REMIC Trust, Series 2003-W10 3A5		4.30	%	06/25/2043		8,130
	2,182	FNMA REMIC Trust, Series 2003-W12 1A9		4.48	%	06/25/2043		2,377
	13,090	FNMA REMIC Trust, Series 2003-W12 1A8		4.55	%	06/25/2043		14,190
	7,662	FNMA REMIC Trust, Series 2003-W12 2A7		4.68	%	06/25/2043		8,239
	8,939	FNMA REMIC Trust, Series 2003-W12 2A6		5.00	%	06/25/2043		9,780
	166,645	FNMA REMIC Trust, Series 2017-44 BA		3.50	%	01/25/2044		167,377
	457,203	FNMA REMIC Trust, Series 2015-40 LI~		4.50	%	03/25/2045		80,508
	409,720	FNMA REMIC Trust, Series 2018-86 JA		4.00	%	05/25/2047		422,911
	1,186,344	FNMA REMIC Trust, Series 2019-47 QA		3.00	%	06/25/2049		1,224,466
	1,377,057	FNMA REMIC Trust, Series 2019-37 IM~		5.00	%	07/25/2049		181,685
	3,729,000	FNMA REMIC Trust, Series 2019-70 CB		3.50	%	12/25/2049		3,904,681
	2,851,634	FNMA REMIC Trust, Series 2021-01 PA		1.00	%	11/25/2050		2,738,904
	5,666,598	FNMA REMIC Trust, Series 2021-47 IO~		2.50	%	07/25/2051		753,985
	2,305,000	FREMF Mortgage Trust, Series 2019-K102 B# ^		3.53	%	10/25/2029		2,427,559
	1,067,186	FREMF Mortgage Trust, Series 2019-KF73 B (1 Month LIBOR USD + 2.45%)^		2.54	%	11/25/2029		1,069,011

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

www.brownadvisory.com/mf

63

Brown Advisory Mortgage Securities Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 105.5% (Continued)
	1,860,400	FREMF Mortgage Trust, Series 2020-KF75 B (1 Month LIBOR USD + 2.25%)^		2.34	%	12/26/2029		1,852,527
	1,280,000	FREMF Mortgage Trust, Series 2020-K105 B#^		3.53	%	02/25/2030		1,340,318
	19,071,482	FREMF Mortgage Trust, Series 2012-K20 X2A^~		0.20	%	05/25/2045		5,414
	700,000	FREMF Mortgage Trust, Series 2017-K68 B#^		3.84	%	10/25/2049		756,156
	1,300,000	FREMF Mortgage Trust, Series 2017-K64 B#^		3.99	%	05/25/2050		1,408,785
	750,000	FREMF Mortgage Trust, Series 2019-K736 B#^		3.76	%	09/25/2052		794,925
	249	GNMA, Pool# 004295M		6.00	%	10/20/2023		248
	55,096	GNMA, Pool# 783374X		5.50	%	04/15/2024		56,536
	89,502	GNMA, Pool# 728160X		5.25	%	11/15/2024		91,934
	247,871	GNMA, Pool# 623145X		5.50	%	10/15/2028		273,806
	1,014,114	GNMA, Pool# 589694X		4.50	%	08/15/2029		1,115,483
	33,248	GNMA, Pool# 728157X		3.75	%	11/15/2029		35,467
	293,483	GNMA, Pool# 770225C		4.25	%	08/20/2031		318,979
	346,309	GNMA, Pool# 003160M		6.00	%	11/20/2031		395,707
	461,683	GNMA, Pool# 003489M		6.00	%	12/20/2033		532,413
	241,747	GNMA, Pool# 782173M		5.50	%	05/20/2035		279,088
	858,034	GNMA, Pool# MA7106M		2.00	%	01/20/2036		878,674
	881,357	GNMA, Pool# MA7164M		2.00	%	02/20/2036		904,137
	85,278	GNMA, Pool# 784315X		6.00	%	06/15/2036		94,672
	276,882	GNMA, Pool# 770226C		4.75	%	09/20/2036		297,736
	145,483	GNMA, Pool# 004194M		5.50	%	07/20/2038		162,361
	90,519	GNMA, Pool# 706295C		5.10	%	12/20/2038		97,073
	907,386	GNMA, Pool# AC0521C		5.50	%	05/20/2042		1,027,056
	900,785	GNMA, Pool# BM9287C		4.00	%	08/20/2049		970,156
	337,083	GNMA REMIC Trust, Series 2013-168 IA~		2.50	%	11/16/2028		16,400
	489,276	GNMA REMIC Trust, Series 2004-93 PD		5.00	%	11/16/2034		523,822
	83,803	GNMA REMIC Trust, Series 2006-40 B		6.00	%	08/20/2036		93,166
	486,327	GNMA REMIC Trust, Series 2012-52 WA#		6.19	%	04/20/2038		559,800
	788,477	GNMA REMIC Trust, Series 2016-012 KI~		5.00	%	09/20/2038		131,976
	516,707	GNMA REMIC Trust, Series 2017-083 ID~		7.00	%	01/20/2039		88,488
	603,463	GNMA REMIC Trust, Series 2011-2 DP#		5.46	%	03/20/2039		664,581
	899,078	GNMA REMIC Trust, Series 2010-105 IB~		4.50	%	01/16/2040		82,669
	587,740	GNMA REMIC Trust, Series 2016-68 IC#~		6.00	%	01/20/2040		103,927
	682,000	GNMA REMIC Trust, Series 2011-156 PM		2.00	%	04/20/2040		656,294
	1,051,351	GNMA REMIC Trust, Series 2017-083 IK~		6.00	%	05/20/2040		226,090
	312,377	GNMA REMIC Trust, Series 2016-112 AW#		7.05	%	12/20/2040		367,645
	1,435,592	GNMA REMIC Trust, Series 2012-143 IC~		5.00	%	10/16/2041		237,722
	831,612	GNMA REMIC Trust, Series 2012-97 GB		2.00	%	08/16/2042		825,517
	1,013,640	GNMA REMIC Trust, Series 2017-103 IM~		5.00	%	06/20/2043		159,511
	784,120	GNMA REMIC Trust, Series 2013-86 IA~		5.00	%	06/20/2043		107,056
	457,318	GNMA REMIC Trust, Series 2014-06 IG~		4.50	%	01/16/2044		55,000
	2,182,198	GNMA REMIC Trust, Series 2011-127 C#		3.50	%	03/16/2047		2,253,305
	460,860	GNMA REMIC Trust, Series 2018-127 PB		3.00	%	09/20/2047		473,665
	33,558	GNMA REMIC Trust, Series 2018-166 AB		4.00	%	10/20/2047		34,263
	568,171	GNMA REMIC Trust, Series 2018-166 BA		3.50	%	11/20/2047		582,034
	2,590,198	GNMA REMIC Trust, Series 2017-167 SE (1 Month LIBOR USD + 6.20%)~		6.10	%	11/20/2047		458,335
	2,998,365	GNMA REMIC Trust, Series 2018-036 LI~		5.00	%	03/20/2048		380,440
	664,011	GNMA REMIC Trust, Series 2018-153 QA		3.50	%	11/20/2048		706,452
	570,204	GNMA REMIC Trust, Series 2019-152 LC		3.50	%	10/20/2049		577,047
	579,422	GNMA REMIC Trust, Series 2019-162 KB		2.00	%	12/20/2049		536,148
	552,000	GNMA REMIC Trust, Series 2021-050 PL		1.25	%	03/20/2051		437,386
	2,042,383	GNMA REMIC Trust, Series 2021-074 NG		1.75	%	04/20/2051		2,047,321
	1,963,934	GNMA REMIC Trust, Series 2021-125 UL		1.50	%	07/20/2051		1,894,505
	1,328,284	GNMA REMIC Trust, Series 2021-136 BD		2.00	%	08/20/2051		1,314,861
	1,232,371	GNMA REMIC Trust, Series 2021-160 DK		2.00	%	09/20/2051		1,193,301

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

www.brownadvisory.com/mf

64

Brown Advisory Mortgage Securities Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 105.5% (Continued)
	1,940,041	GNMA REMIC Trust, Series 2021-177 KD		2.00	%	10/20/2051		1,937,818
	1,420,189	GNMA REMIC Trust, Series 2014-135 I0#~		0.44	%	01/16/2056		34,559
	1,500,662	GNMA REMIC Trust, Series 2015-172 I0#~		0.58	%	03/16/2057		41,730
	2,725,281	GNMA REMIC Trust, Series 2016-40 I0#~		0.61	%	07/16/2057		82,018
	2,184,961	GNMA REMIC Trust, Series 2016-56 I0#~		0.88	%	11/16/2057		106,473
	2,844,636	GNMA REMIC Trust, Series 2016-98 I0#~		0.87	%	05/16/2058		138,789
	9,183,657	GNMA REMIC Trust, Series 2021-084 ED		1.00	%	07/16/2060		8,803,382
	4,833,340	JP Morgan Mortgage Trust, Series 2021-INV6 A2#^		3.00	%	04/25/2052		4,930,995
	6,469,698	Mello Mortgage Capital Acceptance, Series 2021-INV4 A3#^		2.50	%	12/26/2051		6,473,237
	1,300,000	Morgan Stanley Capital I Trust, Series 2019-NUGS A (1 Month LIBOR USD + 0.95%)^		2.45	%	12/15/2036		1,301,527
	3,500,000	RCKT Mortgage Trust, Series 2021-6 A1#^		2.50	%	12/25/2051		3,486,602
	482,168	SBA, Pool# 522053 (PRIME + 0.59%)		3.84	%	05/25/2026		491,132
	2,282,843	Sequoia Mortgage Trust, Series 2021-1 A1#^		2.50	%	03/25/2051		2,284,712
Total Mortgage Backed Securities (Cost $340,723,745)								348,353,452
Asset Backed Securities — 6.1%
	1,927,567	American Homes 4 Rent Trust, Series 2014-SFR2 A^		3.79	%	10/17/2036		2,002,219
	2,130,000	American Homes 4 Rent Trust, Series 2014-SFR2 B^		4.29	%	10/17/2036		2,216,527
	2,370,886	American Homes 4 Rent Trust, Series 2014-SFR3 A^		3.68	%	12/18/2036		2,484,337
	320,022	American Homes 4 Rent Trust, Series 2015-SFR1 A^		3.47	%	04/18/2052		335,127
	219,431	American Homes 4 Rent Trust, Series 2015-SFR2 A^		3.73	%	10/18/2052		230,659
	250,000	American Homes 4 Rent Trust, Series 2015-SFR2 C^		4.69	%	10/18/2052		268,224
	1,404,000	AmeriCredit Automobile Receivables Trust, Series 2021-1 D		1.21	%	12/18/2026		1,386,686
	1,505,000	CarMax Auto Owner Trust, Series 2021-2 C		1.34	%	02/16/2027		1,491,508
	1,175,000	Dext ABS LLC, Series 2021-1 A^		1.12	%	02/15/2028		1,172,223
	380,000	Dext ABS LLC, Series 2021-1 B^		1.76	%	02/15/2028		377,280
	292,718	FHF Trust, Series 2020-1A A^		2.59	%	12/15/2023		294,066
	1,358,670	FHF Trust, Series 2021-2A A^		0.83	%	12/15/2026		1,349,873
	809,175	FHF Trust, Series 2021-1A A^		1.27	%	03/15/2027		804,363
	189,340	FREED ABS Trust, Series 2021-1CP A^		0.66	%	03/20/2028		189,137
	1,675,000	GoodLeap Sustainable Home Solutions Trust, Series 2021-5 A^		2.31	%	10/20/2048		1,675,049
	1,869,326	JPMorgan Chase Bank NA — CACLN, Series 2021-3 B^		0.76	%	02/25/2029		1,858,490
	410,000	Oportun Funding XIV LLC, Series 2021-A A^		1.21	%	03/08/2028		409,250
	1,505,000	PFS Financing Corp., Series 2021-A A^		0.71	%	04/15/2026		1,485,090
	108,380	Theorem Funding Trust, Series 2020-1A A^		2.48	%	10/15/2026		108,719
Total Asset Backed Securities (Cost $19,950,345)								20,138,827
Municipal Bonds — 0.2%
	600,000	Colorado Health Facilities Authority		2.80	%	12/01/2026		607,978
Total Municipal Bonds (Cost $600,000)								607,978
Corporate Bonds & Notes — 0.1%
	460,000	Land O’Lakes, Inc.^+		7.25	%	04/04/2027		497,973
Total Corporate Bonds & Notes (Cost $445,925)								497,973

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

www.brownadvisory.com/mf

65

Brown Advisory Mortgage Securities Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Short-Term Investments — 3.9%
Money Market Funds — 3.9%
	12,831,284	First American Government Obligations Fund — Class Z, 0.02%*		12,831,284
Total Short-Term Investments (Cost $12,831,284)				12,831,284
Total Investments — 115.8% (Cost $374,551,299)				382,429,514
Liabilities in Excess of Other Assets — (15.8)%				(52,087,290	)
NET ASSETS — 100.0%			$	330,342,224

#	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.
+	Perpetual security with no stated maturity date.  Date shown is last call date.
~	Interest Only Security
*	Annualized seven-day yield as of the date of this report.

PORTFOLIO HOLDINGS

% of Net Assets

Mortgage Backed Securities	105.5	%
Asset Backed Securities	6.1	%
Money Market Funds	3.9	%
Municipal Bonds	0.2	%
Corporate Bonds & Notes	0.1	%
Other Assets and Liabilities	(15.8	)%
	100.0	%

Futures Contracts — Long (Note 6)

				Notional			Notional			Unrealized Appreciation
Issue	Contracts		Expiration Date	Amount			Value				(Depreciation)
U.S. Treasury Long Bond Futures		76	03/22/2022	$	12,178,614		$	12,193,250			$	14,636
				$	12,178,614		$	12,193,250			$	14,636
Futures Contracts — Short (Note 6)
				Notional			Notional			Unrealized Appreciation
Issue	Contracts		Expiration Date	Amount			Value				(Depreciation)
U.S. Treasury 5-Year Note Futures		(179)	03/31/2022	$	(21,665,342	)	$	(21,654,805	)		$	10,537
U.S. Treasury 10-Year Note Futures		(168)	03/22/2022		(21,851,009	)		(21,918,750	)			(67,741	)
				$	(43,516,351	)	$	(43,573,555	)		$	(57,204	)

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

66

Brown Advisory – WMC Strategic European Equity Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory – WMC Strategic European Equity Fund – Institutional Shares (the “Fund”) increased 3.45% in value. During the same period, the MSCI Europe Index (the “Index”), the Fund’s benchmark, increased 4.02%.

For the six months ended December 31, 2021, the portfolio slightly lagged the benchmark. Sector allocation, a result of our bottom-up stock selection process, contributed to relative performance, driven by the Fund’s underweight to consumer discretionary and overweight to health care. This was partially offset by our lack of exposure to energy and underweight to information technology, which detracted. While our allocation choices aided our relative performance during the period, our security selection choices detracted from it, notably in health care, industrials and consumer staples. This was partially offset by strong selection within financials, communication services and information technology.

From an individual stock perspective, our top relative contributors were Beazley (financials), UBS (financials) and Bunzl (industrials). Our top relative detractors were Fresenius (health care) and Smith & Nephew (health care). During the period, we purchased new positions in British American Tobacco and Sandvik. We sold positions in AstraZeneca and Laboratorios Farmaceuticos.

Our out-of-benchmark position in London-based insurance company Beazley contributed to relative performance, as Beazley prevailed in a litigation case filed by a property management software company that was victimized by a phishing scheme. An appeals court concluded that the company was not entitled to insurance coverage because it never held the stolen funds. Beazley’s share price increased following the ruling.

Fresenius is a high-quality health care company operating in four segments: Medical (dialysis), Kabi (IV drugs), Helios (private hospitals) and Vamed (outpatient clinic provider). Shares of Fresenius declined during the period despite reporting solid third-quarter results and slightly raising its outlook for the full year. COVID-19 constitutes a headwind for the company, particularly within the Fresenius Medical Care segment.

We think the current portfolio is well-positioned and are optimistic about the future, despite potential for near-term uncertainty. We intend to continue to use volatility to opportunistically adjust our positioning.

Sincerely,

Carl Dirk Enderlein, CFA

Senior Managing Director and Equity 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.

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.

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

www.brownadvisory.com/mf

67

Brown Advisory – WMC Strategic European Equity Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Common Stocks — 96.0%
Austria — 3.2%
	226,929	Erste Group Bank AG		10,638,510
	73,312	Porr AG*		1,146,817
	105,701	Vienna Insurance Group AG
		Wiener Versicherung Gruppe		3,000,278
				14,785,605
Belgium — 3.7%
	149,009	UCB S.A.		17,005,783
Czech Republic — 1.2%
	134,608	Komercni banka, a.s.		5,755,285
Denmark — 0.2%
	2,047	ALK-Abello A/S*		1,074,886
France — 12.5%
	97,529	Amundi S.A.		8,044,614
	207,669	Bureau Veritas S.A.		6,894,386
	464,734	Elior Group S.A.*		3,366,503
	666,406	Elis S.A.*		11,545,703
	38,340	Legrand S.A.		4,490,417
	8,233	Pernod Ricard S.A.		1,980,675
	135,583	Publicis Groupe S.A.		9,134,764
	98,109	Safran S.A.		12,010,812
				57,467,874
Germany — 12.1%
	34,671	Beiersdorf AG		3,553,948
	77,556	Brenntag SE		7,003,596
	336,495	Fresenius SE & Co. KGaA		13,524,867
	20,068	Hannover Rueck SE		3,804,819
	242,891	Hensoldt AG		3,444,868
	104,590	Jenoptik AG		4,413,375
	51,118	Siemens Healthineers AG		3,811,312
	354,783	United Internet AG		14,065,818
	31,839	Washtec AG		1,988,204
				55,610,807
Italy — 0.2%
	33,801	MARR SpA		725,805
Netherlands — 4.2%
	28,498	Heineken NV		3,207,153
	203,044	QIAGEN NV*		11,258,895
	41,831	Wolters Kluwer NV		4,923,543
				19,389,591
Portugal — 1.6%
	317,799	Jeronimo Martins SGPS S.A.		7,266,697
Spain — 1.6%
	330,302	Almirall S.A.		4,219,713
	24,887	Fluidra S.A.		992,548
	35,119	Viscofan S.A.		2,275,321
				7,487,582
Sweden — 10.2%
	183,883	Alfa Laval AB		7,386,494
	250,939	Assa Abloy AB		7,648,866
	282,603	Hexpol AB		3,779,191
	128,511	Sandvik AB		3,582,058
	1,730,265	Swedish Match AB		13,736,024
	417,204	Trelleborg AB		10,946,355
				47,078,988
Switzerland — 9.2%
	59,476	Julius Baer Group, Ltd.		3,977,298
	227,827	Novartis AG		20,019,620
	1,018,618	UBS Group AG		18,283,478
				42,280,396
United Kingdom — 36.1%
	1,492,590	BAE Systems PLC		11,130,511
	1,462,215	Beazley PLC*		9,246,236
	416,722	British American Tobacco PLC		15,473,566
	336,476	Bunzl PLC		13,144,506
	381,218	Compass Group PLC*		8,582,600
	2,503,283	ConvaTec Group PLC		6,539,264
	408,619	Electrocomponents PLC		6,700,960
	894,742	GlaxoSmithKline PLC		19,480,949
	118,234	Hikma Pharmaceuticals PLC		3,550,682
	198,334	IMI PLC		4,677,494
	457,859	Lancashire Holdings Ltd.		3,284,587
	55,839	Next PLC		6,175,946
	654,425	Prudential PLC		11,316,849
	963,796	Rotork PLC		4,690,604
	210,727	Savills Plc		4,013,920
	608,953	Smith & Nephew PLC		10,627,652
	566,547	Smiths Group PLC		12,127,070
	103,962	Spectris PLC		5,174,757
	678,999	WPP PLC		10,339,586
				166,277,739
Total Common Stocks (Cost $356,017,587)				442,207,038
Preferred Stocks — 0.6%
Germany — 0.6%
	65,002	Fuchs Petrolub SE		2,937,374
Total Preferred Stocks (Cost $2,735,454)				2,937,374

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

www.brownadvisory.com/mf

68

Brown Advisory – WMC Strategic European Equity Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Short-Term Investments — 2.1%
Money Market Funds — 2.1%
	9,634,747	First American Government
		Obligations Fund — Class Z, 0.02%#		9,634,747
Total Short-Term Investments (Cost $9,634,747)				9,634,747
Total Investments — 98.7% (Cost $368,387,788)				454,779,159
Other Assets in Excess of Liabilities — 1.3%				5,933,900
NET ASSETS — 100.0%			$	460,713,059

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

PORTFOLIO HOLDINGS

% of Net Assets

United Kingdom	36.1	%
Germany	12.7	%
France	12.5	%
Sweden	10.2	%
Switzerland	9.2	%
Netherlands	4.2	%
Belgium	3.7	%
Austria	3.2	%
Money Market Funds	2.1	%
Spain	1.6	%
Portugal	1.6	%
Czech Republic	1.2	%
Denmark	0.2	%
Italy	0.2	%
Other Assets and Liabilities	1.3	%
	100.0	%

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

www.brownadvisory.com/mf

69

Brown Advisory Emerging Markets Select Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory Emerging Markets Select Fund – Institutional Shares (the “Fund”) decreased 5.25% in value. During the same period, the FTSE Emerging Index (the “Index”), the Fund’s benchmark, decreased 7.71%.

In the second half of 2021, the Fund was able to preserve capital better than the Index. China, the largest weighting in the Index, pulled emerging markets lower in the second half of the year as several factors weighed on economic growth and investor sentiment. These factors included an ongoing real estate market slump, regulatory interference in certain sectors, zero-tolerance COVID-19 policies and contentious U.S.-China relations. The weakness in China overshadowed strong performance from another key emerging market, India, which remains a meaningful Fund allocation. The Fund’s investments in India contributed positively to performance and slightly outperformed those of the Index.

Key sector allocations that helped included an overweight to information technology, the largest sector in the Index, and an underweight to communication services. The Fund’s consumer discretionary stocks declined but outperformed those of the Index, as the Fund had less exposure to the consumer internet companies that were directly in the crosshairs of the Chinese government’s regulatory actions. Stock selection was additive in the real estate sector, where the Fund also had less exposure to the companies most impacted by the weak property market in China. Finally, the Fund’s stocks within the utilities and materials sectors generally performed well, as they benefited from rising energy prices and energy shortages in both Europe and China.

The largest single-stock contributors to performance came from a diverse group of businesses. China Resources Power Holdings is a Chinese power generation company whose business benefited from the energy shortages there. Macrotech Developers, one of the largest real estate owners and developers in India, reported a sharp rebound in its sales outlook. Fangda New Carbon Material, the Fund’s third largest contributor, is one of the world’s largest producers of graphite electrodes, which are in high demand because their use in the production and recycling of steel is less carbon intensive than traditional methods. The Fund’s five largest detractors were Tencent, Alibaba Group, Trip.com, Galaxy Entertainment and Baidu, which were all negatively impacted by the environment in China.

The volatility in the greater China region may continue over the near term, but we think the long-term growth of the region remains attractive. The Fund took advantage of the volatility to add selectively to existing positions and initiate new ones, sourcing capital from better-performing regions, such as India. We continue to believe these less-efficient markets offer the Fund an opportunity to identify company-specific investment opportunities with attractive return potential.

Sincerely,

Jordan Wruble

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. The Fund may invest in foreign securities which involve greater volatility and political, economic and currency risks and differences in accounting methods. These risks are greater in emerging markets. Derivatives may involve certain costs and risks such as liquidity, interest rate, market, credit, management, and the risk that a position could not be closed when most advantageous. Investing in derivatives could lose more than the amount invested. The Fund invests in smaller and medium-sized 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.

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.

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

www.brownadvisory.com/mf

70

Brown Advisory Emerging Markets Select Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Common Stocks — 91.9%
Brazil — 1.3%
	2,765,100	Ambev S.A.		7,737,379
China — 35.1%
	942,864	AIA Group, Ltd.		9,516,183
	435,200	Alibaba Group Holding, Ltd.*		6,395,518
	298,000	ANTA Sports Products, Ltd.		4,475,464
	192,295	Baidu, Inc.*		3,586,480
	50,277	Baidu, Inc. ADR*		7,480,715
	518,550	Beijing Oriental Yuhong
		Waterproof Technology Co., Ltd.		4,292,155
	1,636,000	Brilliance China Automotive Holdings, Ltd.*†		2,098
	4,729,000	China Construction Bank Corp.		3,276,946
	1,129,827	China Mengniu Dairy Co., Ltd.		6,404,846
	2,176,000	China Overseas Land & Investment Ltd.		5,154,509
	567,654	China Resources Beer Holdings Co., Ltd.		4,648,559
	194,081	China Tourism Group Duty Free Corp., Ltd.		6,690,654
	2,407,811	Dongfeng Motor Group Co., Ltd.		2,001,609
	111,542	Ecovacs Robotics Co., Ltd.		2,641,848
	2,691,075	Fangda Carbon New Material Co., Ltd.		4,571,686
	1,253,000	Galaxy Entertainment Group Ltd.*		6,500,065
	1,315,600	Haier Smart Home Co., Ltd.		5,564,106
	169,616	Hong Kong Exchanges & Clearing Ltd.		9,919,819
	119,800	Huazhu Group Ltd.*		447,639
	87,396	Huazhu Group Ltd. ADR*		3,263,367
	2,145,000	Industrial & Commercial Bank of China, Ltd.		1,209,959
	830,095	Inner Mongolia Yili Industrial Group Co., Ltd.		5,402,864
	13,503	Kweichow Moutai Co., Ltd.		4,339,298
	3,910,000	Lenovo Group, Ltd.		4,493,708
	1,079,894	Longfor Group Holdings, Ltd.		5,093,589
	402,902	Meituan*		11,650,915
	457,949	Midea Group Co., Ltd.		5,303,308
	238,400	NetEase, Inc.		4,820,125
	684,467	Ping An Insurance Group Co. of China, Ltd.		4,932,352
	1,360,700	Sany Heavy Industry Co., Ltd.		4,871,271
	215,605	Techtronic Industries Co., Ltd.		4,298,065
	355,583	Tencent Holdings, Ltd.		20,748,666
	43,550	Trip.com Group, Ltd.*		1,068,132
	373,693	Trip.com Group, Ltd. ADR*		9,200,322
	521,552	Tsingtao Brewery Co., Ltd.		4,880,606
	624,572	Yifeng Pharmacy Chain Co., Ltd.		5,398,301
	2,001,000	Yue Yuen Industrial Holdings, Ltd.*		3,349,622
	107,375	Yum China Holdings, Inc.		5,351,570
	27,922	Zai Lab Ltd. ADR*		1,754,898
				205,001,837
Czech Republic — 0.8%
	128,071	CEZ AS		4,847,500
Hungary — 0.8%
	89,885	OTP Bank PLC*		4,583,356
India — 14.9%
	539,553	Ambuja Cements Ltd.		2,731,089
	498,079	Aurobindo Pharma, Ltd.		4,908,982
	665,330	Axis Bank, Ltd.*		6,046,030
	34,373	Bajaj Finance Ltd.		3,210,546
	473,007	Bharti Airtel Ltd.*		4,344,507
	171,631	Escorts, Ltd.		4,390,221
	394,567	Godrej Consumer Products, Ltd.*		5,130,591
	156,797	HDFC Bank, Ltd.		3,104,147
	869,101	ICICI Bank, Ltd.		8,639,699
	304,857	Larsen & Toubro, Ltd.		7,743,339
	243,134	Macrotech Developers Ltd.*		4,016,402
	441,286	Mahindra & Mahindra Ltd.		4,951,323
	267,721	Reliance Industries Ltd.		8,504,586
	312,908	Shriram Transport Finance Co., Ltd.		5,093,237
	102,655	Siemens Ltd.		3,254,226
	556,243	State Bank of India		3,432,204
	767,827	Wipro, Ltd.		7,357,596
				86,858,725
Indonesia — 0.6%
	6,745,800	Bank Mandiri Persero Tbk PT		3,330,936
Russia — 2.0%
	107,336	LUKOIL PJSC ADR		9,617,403
	113,607	Sberbank of Russia PJSC ADR		1,822,825
				11,440,228
Singapore — 2.1%
	328,924	DBS Group Holdings, Ltd.		7,966,198
	1,429,308	Wilmar International, Ltd.		4,398,800
				12,364,998
South Africa — 0.8%
	290,186	Sasol, Ltd.*		4,751,091
South Korea — 10.7%
	140,880	DB Insurance Co., Ltd.		6,396,332
	156,520	Hankook Tire & Technology Co., Ltd.		5,228,906
	48,620	KB Financial Group, Inc.		2,248,398
	37,575	Korea Shipbuilding & Offshore
		Engineering Co., Ltd.*		2,986,806
	29,020	POSCO		6,729,357
	478,407	Samsung Electronics Co., Ltd.		31,419,366
	210,331	Samsung Engineering Co., Ltd.*		4,044,014
	117,170	Shinhan Financial Group Co., Ltd.		3,620,442
				62,673,621
Taiwan — 16.1%
	216,726	Advantech Co., Ltd.		3,098,162
	1,455,500	ASE Technology Holding Co., Ltd.		5,624,366
	391,000	Catcher Technology Co., Ltd.		2,210,397
	408,747	Chroma ATE, Inc.		2,947,740
	3,511,000	Compal Electronics, Inc.		3,069,326
	4,121,000	CTBC Financial Holding Co., Ltd.		3,860,555
	387,693	Delta Electronics, Inc.		3,846,762
	207,000	Elite Material Co., Ltd.		2,074,507
	147,647	Globalwafers Co., Ltd.		4,730,049
	2,256,000	Hon Hai Precision Industry Co., Ltd.		8,460,320
	1,973,000	Lite-On Technology Corp.		4,543,318
	193,781	MediaTek, Inc.		8,315,051
	1,867,457	Taiwan Semiconductor
		Manufacturing Co., Ltd.		41,310,014
				94,090,567

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

www.brownadvisory.com/mf

71

Brown Advisory Emerging Markets Select Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Common Stocks — 91.9% (Continued)
Thailand — 1.4%
	832,000	Bangkok Bank PCL NVDR		3,011,068
	1,292,800	Siam Commercial Bank PCL NVDR		4,907,149
				7,918,217
Turkey — 1.0%
	4,522,365	Akbank T.A.S.		2,442,298
	566,931	Tofas Turk Otomobil Fabrikasi AS		3,244,136
				5,686,434
United Arab Emirates — 1.0%
	2,430,302	Abu Dhabi Commercial Bank PJSC		5,638,513
United Kingdom — 1.0%
	84,924	Antofagasta PLC		1,544,526
	738,521	Standard Chartered PLC		4,490,777
				6,035,303
United States — 2.3%
	94,602	Cognizant Technology Solutions Corp.		8,393,090
	262,367	Flex, Ltd.*		4,809,187
				13,202,277
Total Common Stocks (Cost $465,422,476)				536,160,982
Preferred Stocks — 2.4%
Brazil — 2.0%
	3,660,927	Cia Energetica de Minas Gerais		8,737,330
	759,000	Itau Unibanco Holding S.A.		2,860,396
				11,597,726
South Korea — 0.4%
	27,729	Hyundai Motor Co.		2,294,131
Total Preferred Stocks (Cost $14,979,326)				13,891,857
Exchange Traded Funds — 1.2%
United States — 1.2%
	81,290	iShares MSCI All Country Asia ex
		Japan Exchange Traded Fund		6,722,683
Total Exchange Traded Funds (Cost $6,668,765)				6,722,683
Short-Term Investments — 4.4%
Money Market Funds — 4.4%
	25,535,745	First American Government
		Obligations Fund — Class Z, 0.02%#		25,535,745
Total Short-Term Investments (Cost $25,535,745)				25,535,745
Total Investments — 99.9% (Cost $512,606,312)				582,311,267
Other Assets in Excess of Liabilities — 0.1%				860,799
NET ASSETS — 100.0%			$	583,172,066

*	Non-Income Producing
†	This security is being fair valued, using significant unobservable inputs (Level 3), under the supervision of the Board of Trustees.

ADR — American Depositary Receipt

NVDR — Non-Voting Depositary Receipt

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

PORTFOLIO HOLDINGS

% of Net Assets

China	35.1	%
Taiwan	16.1	%
India	14.9	%
South Korea	11.1	%
Money Market Funds	4.4	%
United States	3.5	%
Brazil	3.3	%
Singapore	2.1	%
Russia	2.0	%
Thailand	1.4	%
United Kingdom	1.0	%
Turkey	1.0	%
United Arab Emirates	1.0	%
Czech Republic	0.8	%
South Africa	0.8	%
Hungary	0.8	%
Indonesia	0.6	%
Other Assets and Liabilities	0.1	%
	100.0	%

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

www.brownadvisory.com/mf

72

Brown Advisory – Beutel Goodman Large-Cap Value Fund

A Message to Our Shareholders

December 31, 2021

Dear Shareholders:

During the six-month period ended December 31, 2021, the Brown Advisory – Beutel Goodman Large-Cap Value Fund – Institutional Shares (the “Fund”) decreased 0.95% in value. During the same period, the Russell 1000^® Value Index (the “Index”), the Fund’s benchmark, increased 6.93%.

The six-month period ended December 31, 2021 saw an increase in volatility as tapering by central banks around the world—and the promise of tightening in 2022—coincided with the emergence of the Omicron COVID-19 variant. This surge in cases has injected significant uncertainty as to the timing of a full global economic recovery, given the knock-on effects of potential lockdowns on supply chains and inflation.

Relative underperformance was driven primarily by stock selection in health care, consumer discretionary, industrials and consumer staples. Areas of relative strength included stock selection in financials and information technology.

From an individual stock perspective, Ameriprise Financial, AutoZone and Oracle were among the top contributors on an absolute-return basis. Ameriprise’s quarterly results were strong as the business continues to perform well, in large part due to the strong organic growth of its wealth and asset management segments, which now account for over 80% of earnings. AutoZone reported fiscal fourth-quarter earnings that demonstrated strong same-store sales growth despite an easing of factors that drove solid growth a year ago, namely stay-at-home orders and closures of big-box retail auto service stores. Oracle outperformed, as its results exceeded sales forecasts across all segments.

The primary detractors from performance included Flowserve, Biogen and Harley Davidson. Near-term challenges across Flowserve’s supply chain and certain end markets continue to present roadblocks to gaining consistent positive sales traction that can leverage an improved operating and financial structure. Biogen investors, in the short term, appear to be continuing to focus entirely on news related to its Alzheimer’s medication Aduhelm. Concerns over whether it would be covered, even in part, by Medicare have hurt the company’s share price. Harley-Davidson faced global logistics challenges and punitive tariffs from the European Union, which hampered operating results. The company generated meaningful free cash flow in the first six months of the year and appears to be on a growth trajectory.

We took advantage of market uncertainty and initiated positions in four new stocks: MillerKnoll, NetApp, Gentex and The Interpublic Group of Companies. We exited positions in TE Connectivity, Oracle and JPMorgan Chase & Co. after deeming these companies to be fully valued following process-driven trims conducted over the past year.

While it has been disappointing to see the level of underperformance of the Fund relative to the Index, we cannot control what happens in the market. Much of the underperformance was concentrated over a short period of time and was driven by a relatively small number of stocks. We have been steadfast in following our process and believe in the companies we hold in the portfolio. We also continue to believe that the market anomalies that have adversely impacted the portfolio’s relative performance will reverse.

Although broadly speaking we believe the market is quite expensive, we also believe the Fund is full of great investment opportunities trading at deep discounts to our calculations of their intrinsic value. As the market has risen, we have been busy trimming or selling out of positions in stocks that have touched or surpassed our target prices, recycling these funds into other names that have trailed off over recent quarters and into new opportunities where we believe “misguided hate” has created compelling entry points. Overall, we remain excited about the opportunities we are seeing as we seek to protect capital and deliver capital appreciation over the long term.

We thank you for your support and continued investment in the Fund.

Sincerely,

Rui Cardoso, CFA

Portfolio Manager

Glenn Fortin, CFA

Portfolio Manager

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73

Brown Advisory – Beutel Goodman Large-Cap Value Fund

A Message to Our Shareholders

December 31, 2021

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.

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.

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

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74

Brown Advisory – Beutel Goodman Large-Cap Value Fund

Schedule of Investments

December 31, 2021 (Unaudited)

Shares		Security Description	Value $
Common Stocks — 96.8%
Communication Services — 14.1%
	594,220	Comcast Corp.		29,907,093
	640,010	Interpublic Group of Companies, Inc.		23,968,375
	825,562	Omnicom Group, Inc.		60,488,927
	960,730	Verizon Communications, Inc.		49,919,531
				164,283,926
Consumer Discretionary — 15.2%
	6,735	AutoZone, Inc.*		14,119,187
	758,580	eBay, Inc.		50,445,570
	758,070	Gentex Corp.		26,418,740
	1,238,289	Harley-Davidson, Inc.		46,671,112
	356,500	Polaris, Inc.		39,182,915
				176,837,524
Consumer Staples — 14.3%
	1,172,140	Campbell Soup Co.		50,941,204
	851,221	Kellogg Co.		54,835,657
	421,500	Kimberly-Clark Corp.		60,240,780
				166,017,641
Financials — 9.8%
	189,920	American Express Co.		31,070,912
	170,430	Ameriprise Financial, Inc.		51,411,914
	507,600	SEI Investments Co.		30,933,144
				113,415,970
Health Care — 17.0%
	308,631	AmerisourceBergen Corp.		41,013,974
	262,735	Amgen, Inc.		59,107,492
	160,710	Biogen, Inc.*		38,557,543
	767,475	Merck & Co., Inc.		58,819,284
				197,498,293
Industrials — 15.6%
	105,425	Cummins, Inc.		22,997,410
	1,100,604	Flowserve Corp.		33,678,482
	352,044	Ingersoll Rand, Inc.		21,780,962
	923,440	MillerKnoll, Inc.		36,189,614
	40,340	Parker-Hannifin Corp.		12,832,961
	586,595	Westinghouse Air Brake
		Technologies Corp.		54,031,265
				181,510,694
Information Technology — 9.8%
	751,647	Amdocs, Ltd.		56,253,261
	79,510	NetApp, Inc.		7,314,125
	1,949,770	NortonLifeLock, Inc.		50,655,025
				114,222,411
Materials — 1.0%
	66,345	PPG Industries, Inc.		11,440,532
Total Common Stocks (Cost $993,380,615)				1,125,226,991
Short-Term Investments — 2.7%
Money Market Funds — 2.7%
	31,354,095	First American Government
		Obligations Fund — Class Z, 0.02%#		31,354,095
Total Short-Term Investments (Cost $31,354,095)				31,354,095
Total Investments — 99.5% (Cost $1,024,734,710)				1,156,581,086
Other Assets in Excess of Liabilities — 0.5%				5,896,334
NET ASSETS — 100.0%			$	1,162,477,420

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

PORTFOLIO HOLDINGS

% of Net Assets

Health Care	17.0	%
Industrials	15.6	%
Consumer Discretionary	15.2	%
Consumer Staples	14.3	%
Communication Services	14.1	%
Information Technology	9.8	%
Financials	9.8	%
Money Market Funds	2.7	%
Materials	1.0	%
Other Assets and Liabilities	0.5	%
	100.0	%

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

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75

Statements of Assets and Liabilities

December 31, 2021 (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	$	1,718,322,225	$	286,953,672	$	44,625,104	$	4,345,525,020
Net unrealized appreciation (depreciation)		1,905,072,090		458,003,289		49,758,409		3,023,796,301
Total investments, at value		3,623,394,315		744,956,961		94,383,513		7,369,321,321
Cash		—		24,663		—		—
Receivables:
Investments sold		—		192,949		—		—
Fund shares sold		2,918,097		3,148,604		42,100		26,495,699
Interest and dividends		417,629		156,385		98,036		2,298,054
Foreign tax reclaims		—		—		17,407		—
Prepaid expenses and other assets		101,751		49,266		48,681		241,028
Total Assets		3,626,831,792		748,528,828		94,589,737		7,398,356,102
LIABILITIES
Payables:
Investments purchased		—		483,251		—		—
Fund shares redeemed		480,871		51,877		3		4,589,705
Accrued Liabilities:
Investment advisory fees		1,717,483		265,906		46,730		3,199,921
Service fees		153,764		65,260		8,706		368,813
Administration, accounting and transfer agent fees		161,932		32,767		3,955		293,891
Business management fees		152,639		31,115		3,966		306,003
Trustee fees		8,180		2,372		1,321		37,045
Distribution fees		9,414		1,294		254		108,623
Professional fees		8,872		10,243		10,442		5,561
Custody fees		10,311		1,576		362		19,435
Other liabilities		13,372		2,313		3,608		23,773
Total Liabilities		2,716,838		947,974		79,347		8,952,770
NET ASSETS	$	3,624,114,954	$	747,580,854	$	94,510,390	$	7,389,403,332
COMPONENTS OF NET ASSETS
Paid-in capital	$	1,661,419,006	$	286,881,561	$	42,460,490	$	4,407,131,477
Total distributable earnings (loss)		1,962,695,948		460,699,293		52,049,900		2,982,271,855
NET ASSETS	$	3,624,114,954	$	747,580,854	$	94,510,390	$	7,389,403,332
COMPUTATION OF NET ASSET VALUE
Institutional Shares:
Net assets	$	2,420,275,747	$	225,817,569	$	25,498,617	$	4,424,603,028
Shares outstanding (unlimited shares authorized)		69,271,883		6,465,809		1,569,977		88,389,623
Net asset value per share	$	34.94	$	34.92	$	16.24	$	50.06
Investor Shares:
Net assets	$	1,158,489,500	$	515,603,669	$	67,835,525	$	2,444,257,649
Shares outstanding (unlimited shares authorized)		33,809,168		14,811,429		4,178,085		49,622,595
Net asset value per share	$	34.27	$	34.81	$	16.24	$	49.26
Advisor Shares:
Net assets	$	45,349,707	$	6,159,616	$	1,176,248	$	520,542,655
Shares outstanding (unlimited shares authorized)		1,436,576		177,336		72,499		10,840,350
Net asset value per share	$	31.57	$	34.73	$	16.22	$	48.02

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

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76

Statements of Assets and Liabilities

December 31, 2021 (Unaudited)

	BROWN		BROWN		BROWN		BROWN
	ADVISORY		ADVISORY		ADVISORY		ADVISORY
	MID-CAP		SMALL-CAP		SMALL-CAP		SUSTAINABLE
	GROWTH		GROWTH		FUNDAMENTAL		SMALL-CAP
	FUND		FUND		VALUE FUND		CORE FUND
ASSETS
Investments:
Total investments, at cost	$	130,634,754	$	1,596,369,779	$	888,226,524	$	26,831,744
Net unrealized appreciation (depreciation)		47,465,830		698,841,938		460,442,104		322,332
Total investments, at value		178,100,584		2,295,211,717		1,348,668,628		27,154,076
Receivables:
Fund shares sold		1,132,260		4,955,806		3,777,382		901,855
Interest and dividends		8,872		983,817		1,860,295		14,212
Foreign tax reclaims		1,540		—		—		—
Prepaid expenses and other assets		32,525		114,173		52,026		50,560
Total Assets		179,275,781		2,301,265,513		1,354,358,331		28,120,703
LIABILITIES
Payables:
Investments purchased		—		376,637		1,980,636		243,432
Fund shares redeemed		16,876		1,023,781		469,169		—
Accrued Liabilities:
Investment advisory fees, net		98,449		1,619,517		943,993		10,253
Service fees		4,035		103,827		85,783		71
Administration, accounting and transfer agent fees		8,243		113,883		58,025		627
Business management fees		7,573		95,266		55,529		1,003
Trustee fees		1,065		10,259		3,845		142
Distribution fees		—		2,725		1,581		—
Professional fees		10,205		11,427		10,652		4,756
Custody fees		1,761		6,713		1,364		1,902
Other liabilities		3,674		43,233		5,277		2,267
Total Liabilities		151,881		3,407,268		3,615,854		264,453
NET ASSETS	$	179,123,900	$	2,297,858,245	$	1,350,742,477	$	27,856,250
COMPONENTS OF NET ASSETS
Paid-in capital	$	128,966,775	$	1,518,568,311	$	896,516,890	$	27,561,851
Total distributable earnings (loss)		50,157,125		779,289,934		454,225,587		294,399
NET ASSETS	$	179,123,900	$	2,297,858,245	$	1,350,742,477	$	27,856,250
COMPUTATION OF NET ASSET VALUE
Institutional Shares:
Net assets	$	146,535,735	$	1,459,488,233	$	654,495,448	$	27,277,498
Shares outstanding (unlimited shares authorized)		8,308,655		26,678,719		20,906,891		2,663,452
Net asset value per share	$	17.64	$	54.71	$	31.31	$	10.24
Investor Shares:
Net assets	$	32,588,165	$	825,751,657	$	688,383,880	$	578,752
Shares outstanding (unlimited shares authorized)		1,859,326		30,286,813		22,014,001		56,530
Net asset value per share	$	17.53	$	27.26	$	31.27	$	10.24
Advisor Shares:
Net assets	$	—	$	12,618,355	$	7,863,149	$	—
Shares outstanding (unlimited shares authorized)		—		487,319		252,819		—
Net asset value per share	$	—	$	25.89	$	31.10	$	—

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

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77

Statements of Assets and Liabilities

December 31, 2021 (Unaudited)

	BROWN		BROWN		BROWN		BROWN
	ADVISORY		ADVISORY		ADVISORY		ADVISORY
	GLOBAL		INTERMEDIATE		TOTAL		SUSTAINABLE
	LEADERS		INCOME		RETURN		BOND
	FUND		FUND		FUND		FUND
ASSETS
Investments:
Investments – unaffiliated, at cost	$	1,013,487,549	$	144,508,864	$	444,906,849	$	296,131,675
Investments – affiliated, at cost (Note 3)		—		19,290,606		—		—
Total investments, at cost		1,013,487,549		163,799,470		444,906,849		296,131,675
Net unrealized appreciation (depreciation) – unaffiliated		447,663,904		325,423		5,003,030		996,736
Net unrealized appreciation (depreciation) – affiliated (Note 3)		—		293,320		—		—
Total net unrealized appreciation (depreciation)		447,663,904		618,743		5,003,030		996,736
Investments – unaffiliated, at value		1,461,151,453		144,834,287		449,909,879		297,128,411
Investments – affiliated, at value (Note 3)		—		19,583,926		—		—
Total investments, at value		1,461,151,453		164,418,213		449,909,879		297,128,411
Cash – segregated for open TBA transactions		—		—		608,000		354,000
Cash deposit at broker – futures contracts (Note 6)		—		110,370		2,017,625		1,469,454
Gross unrealized appreciation – futures contracts (Note 6)		—		—		205,482		102,099
Receivables:
Investments sold		—		365		—		—
Fund shares sold		7,169,207		115,000		1,872,896		519,035
Interest and dividends		652,759		512,191		2,154,358		1,133,011
Foreign tax reclaims		547,512		—		—		—
Prepaid expenses and other assets		58,203		28,795		39,018		42,232
Total Assets		1,469,579,134		165,184,934		456,807,258		300,748,242
LIABILITIES
Gross unrealized depreciation – futures contracts (Note 6)		—		—		325,712		242,326
Payables:
Investments purchased		15,866,238		—		—		13,788,463
Fund shares redeemed		15,938		1,355		116,874		149,698
Accrued Liabilities:
Investment advisory fees, net		769,360		36,991		116,746		72,825
Service fees		12,446		6,999		188		230
Administration, accounting and transfer agent fees		61,316		11,683		27,188		16,973
Business management fees		59,182		6,999		19,458		12,138
Trustee fees		7,614		1,061		2,153		2,186
Distribution fees		—		767		—		—
Professional fees		10,298		10,851		10,917		10,166
Custodian fees		25,302		540		1,403		1,527
Other liabilities		22,623		4,154		2,451		3,115
Total Liabilities		16,850,317		81,400		623,090		14,299,647
NET ASSETS	$	1,452,728,817	$	165,103,534	$	456,184,168	$	286,448,595
COMPONENTS OF NET ASSETS
Paid-in capital	$	1,016,071,921	$	164,333,351	$	451,273,142	$	285,450,291
Total distributable earnings (loss)		436,656,896		770,183		4,911,026		998,304
NET ASSETS	$	1,452,728,817	$	165,103,534	$	456,184,168	$	286,448,595
COMPUTATION OF NET ASSET VALUE
Institutional Shares:
Net assets	$	1,352,950,674	$	—	$	452,207,771	$	280,986,502
Shares outstanding (unlimited shares authorized)		57,506,264		—		44,019,270		27,467,514
Net asset value per share	$	23.53	$	—	$	10.27	$	10.23
Investor Shares:
Net assets	$	99,778,143	$	161,554,816	$	3,976,397	$	5,462,093
Shares outstanding (unlimited shares authorized)		4,252,119		14,935,007		387,151		533,879
Net asset value per share	$	23.47	$	10.82	$	10.27	$	10.23
Advisor Shares:
Net assets	$	—	$	3,548,718	$	—	$	—
Shares outstanding (unlimited shares authorized)		—		335,688		—		—
Net asset value per share	$	—	$	10.57	$	—	$	—

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

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78

Statements of Assets and Liabilities

December 31, 2021 (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	$	174,881,580	$	1,199,111,220	$	213,303,675	$	374,551,299
Net unrealized appreciation (depreciation)		7,544,004		43,961,196		3,147,919		7,878,215
Total investments, at value		182,425,584		1,243,072,416		216,451,594		382,429,514
Cash		—		—		—		537,000
Cash deposit at broker – futures contracts (Note 6)		—		—		—		467,694
Gross unrealized appreciation – futures contracts (Note 6)		—		—		—		25,173
Receivables:
Investments sold		—		—		—		25,608,696
Fund shares sold		1,068,036		16,075,604		699,000		320,600
Interest and dividends		2,702,498		8,901,303		2,135,932		1,309,169
Prepaid expenses and other assets		10,210		40,867		36,105		42,031
Total Assets		186,206,328		1,268,090,190		219,322,631		410,739,877
LIABILITIES
Floating rate note obligations, interest and fees		—		25,478,965		4,005,390		—
Gross unrealized depreciation – futures contracts (Note 6)		—		—		—		67,741
Payables:
Investments purchased		—		—		—		80,179,179
Fund shares redeemed		24,142		253,506		80,119		1,446
Distribution to shareholders		259,758		1,956,120		183,239		—
Accrued Liabilities:
Investment advisory fees		46,993		312,285		54,090		83,207
Service fees		7,832		545		9,015		246
Administration, accounting and transfer agent fees		10,530		59,816		13,509		30,839
Business management fees		7,832		52,048		9,015		13,868
Trustee fees		1,028		8,071		1,392		1,893
Professional fees		10,486		10,850		8,611		10,964
Custodian fees		702		2,620		885		1,657
Other liabilities		1,803		3,298		5,094		6,613
Total Liabilities		371,106		28,138,124		4,370,359		80,397,653
NET ASSETS	$	185,835,222	$	1,239,952,066	$	214,952,272	$	330,342,224
COMPONENTS OF NET ASSETS
Paid-in capital	$	182,108,802	$	1,208,988,053	$	211,641,882	$	326,323,744
Total distributable earnings (loss)		3,726,420		30,964,013		3,310,390		4,018,480
NET ASSETS	$	185,835,222	$	1,239,952,066	$	214,952,272	$	330,342,224
COMPUTATION OF NET ASSET VALUE
Institutional Shares:
Net assets	$	—	$	1,226,125,738	$	—	$	324,689,225
Shares outstanding (unlimited shares authorized)		—		118,335,767		—		31,138,582
Net asset value per share	$	—	$	10.36	$	—	$	10.43
Investor Shares:
Net assets	$	185,835,222	$	13,826,328	$	214,952,272	$	5,652,999
Shares outstanding (unlimited shares authorized)		17,225,832		1,334,101		21,312,657		541,212
Net asset value per share	$	10.79	$	10.36	$	10.09	$	10.45
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.

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79

Statements of Assets and Liabilities

December 31, 2021 (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	$	368,387,788	$	512,606,312	$	1,024,734,710
Net unrealized appreciation (depreciation)		86,391,371		69,704,955		131,846,376
Total investments, at value		454,779,159		582,311,267		1,156,581,086
Foreign currency (Cost of $3,090, $819,182, and $—, respectively.)		3,107		836,831		—
Receivables:
Investments sold		274,047		1,010,632		2,788,573
Fund shares sold		1,913,848		8,587,888		11,403,656
Interest and dividends		659,722		2,097,194		2,517,454
Foreign tax reclaims		3,621,080		25,843		—
Prepaid expenses and other assets		46,310		60,235		60,848
Total Assets		461,297,273		594,929,890		1,173,351,617
LIABILITIES
Payables:
Investments purchased		—		11,107,898		9,992,014
Fund shares redeemed		167,525		95,928		312,609
Interest expense on line of credit		45		—		—
Accrued Liabilities:
Investment advisory fees		343,916		430,620		442,513
Service fees		4,063		694		17
Administration, accounting and transfer agent fees		19,950		24,502		53,533
Business management fees		19,106		23,923		49,168
Trustee fees		1,120		3,457		5,521
Distribution fees		664		7		—
Professional fees		10,829		11,002		9,967
Custodian fees		12,087		42,445		7,438
Other liabilities		4,909		17,348		1,417
Total Liabilities		584,214		11,757,824		10,874,197
NET ASSETS	$	460,713,059	$	583,172,066	$	1,162,477,420
COMPONENTS OF NET ASSETS
Paid-in capital	$	389,770,153	$	532,268,176	$	1,038,148,369
Total distributable earnings (loss)		70,942,906		50,903,890		124,329,051
NET ASSETS	$	460,713,059	$	583,172,066	$	1,162,477,420
COMPUTATION OF NET ASSET VALUE
Institutional Shares:
Net assets	$	428,132,368	$	577,646,737	$	1,162,341,805
Shares outstanding (unlimited shares authorized)		34,918,365		48,839,689		88,976,382
Net asset value per share	$	12.26	$	11.83	$	13.06
Investor Shares:
Net assets	$	29,441,509	$	5,493,607	$	135,615
Shares outstanding (unlimited shares authorized)		2,408,241		464,509		10,386
Net asset value per share	$	12.23	$	11.83	$	13.06
Advisor Shares:
Net assets	$	3,139,182	$	31,722	$	—
Shares outstanding (unlimited shares authorized)		259,760		2,671		—
Net asset value per share	$	12.08	$	11.88	$	—

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

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80

Statements of Operations

For the Six Months Ended December 31, 2021 (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	$	7,105,052		$	2,915,978		$	926,839		$	15,407,393
Less: foreign taxes withheld		(103,425	)		(66,588	)		(2,062	)		—
Interest Income		7,445			2,175			265			9,333
Total investment income		7,009,072			2,851,565			925,042			15,416,726
EXPENSES
Investment advisory fees		10,381,558			1,578,567			279,780			17,738,042
Service fees – Investor Shares (Note 3)		912,623			386,938			50,196			1,653,396
Service fees – Advisor Shares (Note 3)		30,995			4,595			914			372,254
Business management fees		924,731			184,718			23,315			1,677,529
Administration, accounting and transfer agent fees		441,312			90,649			11,927			780,818
Miscellaneous expenses		63,045			15,452			10,790			131,336
Professional fees		67,008			21,709			11,889			105,169
Trustee fees		50,457			10,748			2,412			107,552
Distribution fees – Advisor Shares (Note 3)		51,658			7,658			1,523			620,424
Custody fees		55,979			11,083			1,399			104,472
Registration fees		77,893			28,411			20,572			132,073
Insurance fees		21,355			4,235			535			33,646
Total Expenses		13,078,614			2,344,763			415,252			23,456,711
Expenses waived by adviser – expense cap (Note 3)		—			—			(8,232	)		—
Net Expenses		13,078,614			2,344,763			407,020			23,456,711
NET INVESTMENT INCOME (LOSS)		(6,069,542	)		506,802			518,022			(8,039,985	)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments		201,375,868			10,483,182			2,911,328			15,075,810
Net change in unrealized appreciation (depreciation) on investments		3,671,630			30,221,459			6,701,239			838,563,574
NET REALIZED AND UNREALIZED GAIN (LOSS)		205,047,498			40,704,641			9,612,567			853,639,384
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	198,977,956		$	41,211,443		$	10,130,589		$	845,599,399

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

www.brownadvisory.com/mf

81

Statements of Operations

For the Six Months Ended December 31, 2021 (Unaudited)

	BROWN			BROWN			BROWN		BROWN
	ADVISORY			ADVISORY			ADVISORY		ADVISORY
	MID-CAP			SMALL-CAP			SMALL-CAP		SUSTAINABLE
	GROWTH			GROWTH			FUNDAMENTAL		SMALL-CAP
	FUND			FUND			VALUE FUND		CORE FUND*
INVESTMENT INCOME
Dividend income	$	240,854		$	4,408,278		$	8,437,898	$	30,830
Less: foreign taxes withheld		(5,676	)		(32,591	)		—		—
Interest Income		763			12,838			4,335		60
Total investment income		235,941			4,388,525			8,442,233		30,890
EXPENSES
Investment advisory fees		629,191			10,239,372			5,428,631		39,387
Service fees – Investor Shares (Note 3)		25,236			627,090			493,992		91
Service fees – Advisor Shares (Note 3)		—			10,622			5,679		—
Business management fees		48,399			602,316			319,331		2,317
Administration, accounting and transfer agent fees		23,695			293,497			152,377		1,160
Miscellaneous expenses		11,571			140,869			27,456		5,528
Professional fees		13,163			48,057			29,638		4,830
Trustee fees		3,371			39,689			18,389		142
Distribution fees – Advisor Shares (Note 3)		—			17,703			9,465		—
Custody fees		5,309			38,899			19,160		1,150
Registration fees		20,165			51,669			35,679		8,822
Insurance fees		1,158			15,593			7,365		6
Total Expenses		781,258			12,125,376			6,547,162		63,433
Expenses waived by adviser – expense cap (Note 3)		—			—			—		(20,249	)
Net Expenses		781,258			12,125,376			6,547,162		43,184
NET INVESTMENT INCOME (LOSS)		(545,317	)		(7,736,851	)		1,895,071		(12,294	)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments		8,094,922			192,864,259			49,116,366		(15,639	)
Net change in unrealized appreciation (depreciation) on investments		(11,695,180	)		(213,677,708	)		27,806,556		322,332
NET REALIZED AND UNREALIZED GAIN (LOSS)		(3,600,258	)		(20,813,449	)		76,922,922		306,693
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	(4,145,575	)	$	(28,550,300	)	$	78,817,993	$	294,399

* Inception date of Fund was September 30, 2021.  Results of operations are for the period from October 1, 2021 to December 31, 2021.

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

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82

Statements of Operations

For the Six Months Ended December 31, 2021 (Unaudited)

	BROWN			BROWN			BROWN			BROWN
	ADVISORY			ADVISORY			ADVISORY			ADVISORY
	GLOBAL			INTERMEDIATE			TOTAL			SUSTAINABLE
	LEADERS			INCOME			RETURN			BOND
	FUND			FUND			FUND			FUND
INVESTMENT INCOME
Dividend income – unaffiliated	$	4,074,632		$	—		$	—		$	—
Dividend income – affiliated (Note 3)		—			123,650			—			—
Less: foreign taxes withheld		(203,321	)		—			—			—
Interest Income		1,427			1,081,385			4,122,082			2,170,093
Total investment income		3,872,738			1,205,035			4,122,082			2,170,093
EXPENSES
Investment advisory fees		4,354,898			253,661			688,266			390,379
Service fees – Investor Shares (Note 3)		74,259			41,357			1,129			1,212
Service fees – Advisor Shares (Note 3)		—			920			—			—
Business management fees		334,992			42,277			114,711			65,063
Administration, accounting and transfer agent fees		160,998			30,686			72,781			45,160
Miscellaneous expenses		44,292			11,935			11,670			10,498
Professional fees		30,479			13,453			18,007			13,879
Trustee fees		22,434			3,105			7,481			4,885
Distribution fees – Advisor Shares (Note 3)		—			4,598			—			—
Custodian fees		77,506			4,412			9,853			7,864
Registration fees		23,932			20,475			31,012			26,881
Insurance fees		7,442			1,033			2,638			1,297
Total Expenses		5,131,232			427,912			957,548			567,118
Expenses waived by adviser – investments in affiliates (Note 3)		—			(30,464	)		—			—
Net Expenses		5,131,232			397,448			957,548			567,118
NET INVESTMENT INCOME (LOSS)		(1,258,494	)		807,587			3,164,534			1,602,975
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments – unaffiliated		8,313,687			272,722			1,940,334			1,256,767
Investments – affiliated (Note 3)		—			7,704			—			—
Less: foreign capital gains taxes paid		(59,111	)		—			—			—
Futures contracts (Note 6)		—			—			4,870,243			2,430,687
Net realized gain (loss)		8,254,576			280,426			6,810,577			3,687,454
Net change in unrealized appreciation (depreciation) on:
Investments – unaffiliated		62,772,259			(1,886,482	)		(6,503,744	)		(4,287,054	)
Investments – affiliated (Note 3)		—			(249,079	)		—			—
Futures contracts (Note 6)		—			—			(1,951,156	)		(873,740	)
Net change in unrealized appreciation (depreciation)		62,772,259			(2,135,561	)		(8,454,900	)		(5,160,794	)
NET REALIZED AND UNREALIZED GAIN (LOSS)		71,026,835			(1,855,135	)		(1,644,323	)		(1,473,340	)
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	69,768,341		$	(1,047,548	)	$	1,520,211		$	129,635

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

www.brownadvisory.com/mf

83

Statements of Operations

For the Six Months Ended December 31, 2021 (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
Interest Income	$	2,082,191		$	12,436,580		$	1,825,111		$	1,712,409
Total investment income		2,082,191			12,436,580			1,825,111			1,712,409
EXPENSES
Investment advisory fees		280,345			1,852,121			295,477			480,125
Service fees – Investor Shares (Note 3)		46,724			3,159			49,246			3,278
Business management fees		46,724			308,687			49,246			80,021
Administration, accounting and transfer agent fees		30,770			171,566			32,495			78,502
Miscellaneous expenses		9,175			19,665			11,974			16,715
Professional fees		13,450			29,890			11,594			15,933
Trustee fees		3,254			22,514			3,576			5,551
Custodian fees		2,803			18,521			3,301			7,561
Registration fees		4,036			38,819			14,427			16,766
Insurance fees		1,127			7,279			1,097			1,876
Interest expense and fees on floating rate note obligations		—			72,062			5,390			—
Total expenses		438,408			2,544,283			477,823			706,328
NET INVESTMENT INCOME (LOSS)		1,643,783			9,892,297			1,347,288			1,006,081
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments		102,953			7,559,029			427,957			(500,996	)
Securities sold short		—			—			—			40,142
Futures contracts (Note 6)		—			—			—			531,463
Net realized gain (loss)		102,953			7,559,029			427,957			70,609
Net change in unrealized appreciation (depreciation) on:
Investments		(1,303,239	)		(12,228,973	)		(405,508	)		(2,983,021	)
Futures contracts (Note 6)		—			—			—			(113,192	)
Net change in unrealized appreciation (depreciation)		(1,303,239	)		(12,228,973	)		(405,508	)		(3,096,213	)
NET REALIZED AND UNREALIZED GAIN (LOSS)		(1,200,286	)		(4,669,944	)		22,449			(3,025,604	)
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	443,497		$	5,222,353		$	1,369,737		$	(2,019,523	)

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

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84

Statements of Operations

For the Six Months Ended December 31, 2021 (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	$	3,412,243		$	7,315,311		$	12,485,728
Less: foreign taxes withheld		(145,513	)		(926,124	)		(154	)
Interest Income		1,266			1,563			3,043
Total investment income		3,267,996			6,390,750			12,488,617
EXPENSES
Investment advisory fees		2,132,112			2,468,774			2,658,505
Service fees – Investor Shares (Note 3)		26,157			4,220			60
Service fees – Advisor Shares (Note 3)		2,659			23			—
Business management fees		118,451			137,154			295,389
Administration, accounting and transfer agent fees		57,850			68,353			146,537
Miscellaneous expenses		20,292			40,244			21,144
Professional fees		18,269			19,235			28,430
Trustee fees		6,613			9,629			18,791
Distribution fees – Advisor Shares (Note 3)		4,432			39			—
Custodian fees		57,081			230,951			23,663
Registration fees		28,176			31,788			45,295
Insurance fees		2,755			3,171			6,727
Interest expense on line of credit		45			—			—
Total Expenses		2,474,892			3,013,581			3,244,541
NET INVESTMENT INCOME (LOSS)		793,104			3,377,169			9,244,076
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments		19,182,575			4,353,507			40,846,363
Less: foreign capital gains taxes paid		—			(1,227,618	)		—
Net realized gain (loss)		19,182,575			3,125,889			40,846,363
Net change in unrealized appreciation (depreciation) on investments		(4,615,317	)		(35,636,094	)		(61,710,723	)
NET REALIZED AND UNREALIZED GAIN (LOSS)		14,567,258			(32,510,205	)		(20,864,360	)
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	15,360,362		$	(29,133,036	)	$	(11,620,284	)

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

www.brownadvisory.com/mf

85

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	GROWTH EQUITY FUND						FLEXIBLE EQUITY FUND
	Six Months						Six Months
	Ended			Fiscal			Ended			Fiscal
	December 31,			Year Ended			December 31,			Year Ended
	2021			June 30,			2021			June 30,
	(Unaudited)			2021			(Unaudited)			2021
OPERATIONS
Net investment income (loss)	$	(6,069,542	)	$	(7,725,043	)	$	506,802		$	835,557
Net realized gain (loss)		201,375,868			461,819,891			10,483,182			34,441,388
Net change in unrealized appreciation (depreciation)		3,671,630			495,474,320			30,221,459			183,930,591
Increase (Decrease) in Net Assets from Operations		198,977,956			949,569,168			41,211,443			219,207,536
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		(275,948,186	)		(96,150,732	)		(8,262,600	)		(5,183,375	)
Investor Shares		(138,356,314	)		(53,804,293	)		(18,655,194	)		(13,042,478	)
Advisor Shares		(5,590,446	)		(1,430,507	)		(219,055	)		(144,982	)
Total Distributions from earnings		(419,894,946	)		(151,385,532	)		(27,136,849	)		(18,370,835	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		167,546,486			458,256,416			19,347,152			30,225,050
Investor Shares		30,595,848			110,682,834			18,158,905			33,280,987
Advisor Shares		15,362,639			25,287,065			475,797			598,360
Reinvestment of distributions:
Institutional Shares		253,768,541			86,813,486			5,836,134			3,670,013
Investor Shares		118,404,207			46,667,508			12,052,985			8,053,785
Advisor Shares		4,917,946			1,176,723			183,082			129,212
Redemption of shares:
Institutional Shares		(178,724,298	)		(594,751,190	)		(5,185,202	)		(22,716,693	)
Investor Shares		(91,317,911	)		(237,529,004	)		(24,826,158	)		(46,836,653	)
Advisor Shares		(5,509,611	)		(11,711,930	)		(584,572	)		(864,904	)
Redemption fees:
Institutional Shares		2,132			8,175			67			59
Investor Shares		1,060			4,412			155			150
Advisor Shares		37			89			2			2
Increase (Decrease) from Capital Share Transactions		315,047,076			(115,095,416	)		25,458,347			5,539,368
Increase (Decrease) in Net Assets		94,130,086			683,088,220			39,532,941			206,376,069
NET ASSETS
Beginning of period		3,529,984,868			2,846,896,648			708,047,913			501,671,844
End of period	$	3,624,114,954		$	3,529,984,868		$	747,580,854		$	708,047,913
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		4,365,496			13,793,461			550,892			1,021,861
Investor Shares		813,208			3,402,697			522,859			1,088,801
Advisor Shares		437,532			830,317			13,467			20,114
Reinvestment of distributions:
Institutional Shares		7,470,372			2,679,429			170,965			128,920
Investor Shares		3,553,548			1,462,931			354,732			283,689
Advisor Shares		160,194			39,540			5,407			4,558
Redemption of shares:
Institutional Shares		(4,639,097	)		(18,067,236	)		(147,708	)		(784,283	)
Investor Shares		(2,490,700	)		(7,276,803	)		(711,212	)		(1,649,133	)
Advisor Shares		(154,366	)		(386,697	)		(16,486	)		(30,951	)
Increase (Decrease) in shares outstanding		9,516,187			(3,522,361	)		742,916			83,576

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

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86

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	EQUITY INCOME FUND						SUSTAINABLE GROWTH FUND
	Six Months						Six Months
	Ended			Fiscal			Ended			Fiscal
	December 31,			Year Ended			December 31,			Year Ended
	2021			June 30,			2021			June 30,
	(Unaudited)			2021			(Unaudited)			2021
OPERATIONS
Net investment income (loss)	$	518,022		$	1,225,770		$	(8,039,985	)	$	(7,165,827	)
Net realized gain (loss)		2,911,328			9,558,819			15,075,810			133,852,813
Net change in unrealized appreciation (depreciation)		6,701,239			12,065,441			838,563,574			1,304,746,396
Increase (Decrease) in Net Assets from Operations		10,130,589			22,850,030			845,599,399			1,431,433,382
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		(2,271,905	)		(1,503,436	)		(78,187,845	)		—
Investor Shares		(6,094,820	)		(3,884,410	)		(43,902,480	)		—
Advisor Shares		(107,187	)		(62,187	)		(9,653,371	)		—
Total Distributions from earnings		(8,473,912	)		(5,450,033	)		(131,743,696	)		—
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		52,389			614,324			1,008,261,003			1,563,805,836
Investor Shares		904,933			857,793			562,598,935			836,613,190
Advisor Shares		6,854			128,454			58,327,152			113,771,986
Reinvestment of distributions:
Institutional Shares		1,991,935			1,260,662			56,556,940			—
Investor Shares		3,827,840			2,113,481			41,803,230			—
Advisor Shares		99,349			57,774			8,653,932			—
Redemption of shares:
Institutional Shares		(1,063,323	)		(4,644,705	)		(433,419,356	)		(616,247,511	)
Investor Shares		(1,659,356	)		(7,001,432	)		(241,536,403	)		(590,892,163	)
Advisor Shares		(133,688	)		(100,081	)		(43,967,383	)		(75,880,872	)
Redemption fees:
Institutional Shares		—			137			28,758			35,520
Investor Shares		—			364			15,761			22,547
Advisor Shares		—			6			3,522			5,437
Increase (Decrease) from Capital Share Transactions		4,026,933			(6,713,223	)		1,017,326,091			1,231,233,970
Increase (Decrease) in Net Assets		5,683,610			10,686,774			1,731,181,794			2,662,667,352
NET ASSETS
Beginning of period		88,826,780			78,140,006			5,658,221,538			2,995,554,186
End of period	$	94,510,390		$	88,826,780		$	7,389,403,332		$	5,658,221,538
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		3,214			41,333			20,506,380			41,474,197
Investor Shares		55,198			58,637			11,631,150			22,746,741
Advisor Shares		424			8,629			1,235,818			3,150,995
Reinvestment of distributions:
Institutional Shares		125,842			89,237			1,164,442			—
Investor Shares		242,222			151,075			874,545			—
Advisor Shares		6,290			4,102			185,707			—
Redemption of shares:
Institutional Shares		(64,070	)		(324,173	)		(8,787,582	)		(16,100,160	)
Investor Shares		(101,195	)		(488,066	)		(5,015,499	)		(15,762,445	)
Advisor Shares		(8,238	)		(7,074	)		(940,171	)		(2,043,919	)
Increase (Decrease) in shares outstanding		259,687			(466,300	)		20,854,790			33,465,409

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

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87

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	MID-CAP GROWTH FUND						SMALL-CAP GROWTH FUND
	Six Months						Six Months
	Ended			Fiscal			Ended			Fiscal
	December 31,			Year Ended			December 31,			Year Ended
	2021			June 30,			2021			June 30,
	(Unaudited)			2021			(Unaudited)			2021
OPERATIONS
Net investment income (loss)	$	(545,317	)	$	(779,117	)	$	(7,736,851	)	$	(14,435,989	)
Net realized gain (loss)		8,094,922			18,516,408			192,864,259			237,055,955
Net change in unrealized appreciation (depreciation)		(11,695,180	)		39,063,177			(213,677,708	)		514,202,972
Increase (Decrease) in Net Assets from Operations		(4,145,575	)		56,800,468			(28,550,300	)		736,822,938
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		(13,572,347	)		—			(172,748,428	)		(11,896,784	)
Investor Shares		(2,932,131	)		—			(97,870,445	)		(5,863,246	)
Advisor Shares		—			—			(1,547,788	)		(116,750	)
Total Distributions from earnings		(16,504,478	)		—			(272,166,661	)		(17,876,780	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		13,022,952			41,408,797			135,778,299			530,516,528
Investor Shares		1,551,596			3,288,623			81,764,649			220,054,702
Advisor Shares		—			—			967,186			2,322,172
Reinvestment of distributions:
Institutional Shares		9,182,645			—			154,065,376			10,885,113
Investor Shares		2,932,130			—			76,826,887			4,488,157
Advisor Shares		—			—			1,239,714			94,232
Redemption of shares:
Institutional Shares		(17,823,648	)		(28,292,095	)		(398,198,834	)		(309,822,737	)
Investor Shares		(1,653,612	)		(9,487,455	)		(46,256,921	)		(140,236,741	)
Advisor Shares		—			—			(2,747,254	)		(4,440,626	)
Redemption fees:
Institutional Shares		1			34			240			10,187
Investor Shares		—			7			129			4,967
Advisor Shares		—			—			2			93
Increase (Decrease) from Capital Share Transactions		7,212,064			6,917,911			3,439,473			313,876,047
Increase (Decrease) in Net Assets		(13,437,989	)		63,718,379			(297,277,488	)		1,032,822,205
NET ASSETS
Beginning of period		192,561,889			128,843,510			2,595,135,733			1,562,313,528
End of period	$	179,123,900		$	192,561,889		$	2,297,858,245		$	2,595,135,733
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		680,971			2,392,734			2,205,229			9,824,740
Investor Shares		79,770			186,548			2,700,241			7,823,520
Advisor Shares		—			—			34,166			89,978
Reinvestment of distributions:
Institutional Shares		543,030			—			2,953,141			192,793
Investor Shares		174,428			—			2,954,880			159,267
Advisor Shares		—			—			50,191			3,511
Redemption of shares:
Institutional Shares		(931,591	)		(1,618,248	)		(6,384,834	)		(5,563,525	)
Investor Shares		(84,214	)		(558,836	)		(1,529,349	)		(4,910,617	)
Advisor Shares		—			—			(97,008	)		(169,814	)
Increase (Decrease) in shares outstanding		462,394			402,198			2,886,657			7,449,853

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

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88

Statements of Changes in Net Assets

	BROWN ADVISORY SMALL-CAP						BROWN ADVISORY SUSTAINABLE
	FUNDAMENTAL VALUE FUND						SMALL-CAP CORE FUND*
	Six Months							Period
	Ended			Fiscal				Ended
	December 31,			Year Ended				December 31,
	2021			June 30,				2021*
	(Unaudited)			2021				(Unaudited)
OPERATIONS
Net investment income (loss)	$	1,895,071		$	3,523,445			$	(12,294	)
Net realized gain (loss)		49,116,366			108,654,199				(15,639	)
Net change in unrealized appreciation (depreciation)		27,806,556			312,738,342				322,332
Increase (Decrease) in Net Assets from Operations		78,817,993			424,915,986				294,399
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		(4,049,873	)		(2,636,684	)			—
Investor Shares		(3,302,606	)		(2,476,129	)			—
Advisor Shares		(25,337	)		(8,815	)			—
Total Distributions from earnings		(7,377,816	)		(5,121,628	)			—
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		55,884,407			169,637,501				26,981,148
Investor Shares		32,262,042			103,752,623				807,527
Advisor Shares		851,818			3,444,448				—
Reinvestment of distributions:
Institutional Shares		2,331,040			1,304,113				—
Investor Shares		1,810,880			641,899				—
Advisor Shares		23,318			7,959				—
Redemption of shares:
Institutional Shares		(28,760,416	)		(106,244,029	)			(1,000	)
Investor Shares		(31,162,431	)		(116,625,651	)			(225,824	)
Advisor Shares		(1,563,324	)		(1,895,710	)			—
Redemption fees:
Institutional Shares		721			3,937				—
Investor Shares		758			4,854				—
Advisor Shares		8			46				—
Increase (Decrease) from Capital Share Transactions		31,678,821			54,031,990				27,561,851
Increase (Decrease) in Net Assets		103,118,998			473,826,348				27,856,250
NET ASSETS
Beginning of period		1,247,623,479			773,797,131				—
End of period	$	1,350,742,477		$	1,247,623,479			$	27,856,250
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		1,870,869			6,785,199				2,663,552
Investor Shares		1,090,216			4,300,398				78,562
Advisor Shares		28,763			120,477				—
Reinvestment of distributions:
Institutional Shares		76,504			54,887				—
Investor Shares		60,122			27,039				—
Advisor Shares		781			337				—
Redemption of shares:
Institutional Shares		(975,400	)		(4,405,364	)			(100	)
Investor Shares		(1,042,154	)		(4,929,069	)			(22,032	)
Advisor Shares		(52,763	)		(79,338	)			—
Increase (Decrease) in shares outstanding		1,056,938			1,874,566				2,719,982

* Inception date of Fund was September 30, 2021.  Results of operations are for the period from October 1, 2021 to December 31, 2021.

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

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89

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	GLOBAL LEADERS FUND						INTERMEDIATE INCOME FUND
	Six Months						Six Months
	Ended			Fiscal			Ended			Fiscal
	December 31,			Year Ended			December 31,			Year Ended
	2021			June 30,			2021			June 30,
	(Unaudited)			2021			(Unaudited)			2021
OPERATIONS
Net investment income (loss)	$	(1,258,494	)	$	1,402,184		$	807,587		$	1,742,582
Net realized gain (loss)		8,254,576			21,010,351			280,426			2,063,118
Net change in unrealized appreciation (depreciation)		62,772,259			270,587,214			(2,135,561	)		(2,225,244	)
Increase (Decrease) in Net Assets from Operations		69,768,341			292,999,749			(1,047,548	)		1,580,456
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		(14,988,323	)		(1,219,498	)		—			—
Investor Shares		(1,060,271	)		(81,118	)		(2,336,167	)		(2,024,012	)
Advisor Shares		—			—			(48,813	)		(35,872	)
Total Distributions from earnings		(16,048,594	)		(1,300,616	)		(2,384,980	)		(2,059,884	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		168,176,048			327,175,286			—			—
Investor Shares		2,030,474			9,721,189			14,885,495			69,035,600
Advisor Shares		—			—			200			54,578
Reinvestment of distributions:
Institutional Shares		9,094,459			303,142			—			—
Investor Shares		914,903			70,480			1,417,590			745,482
Advisor Shares		—			—			45,149			32,893
Redemption of shares:
Institutional Shares		(23,854,184	)		(49,946,130	)		—			—
Investor Shares		(3,082,250	)		(6,091,604	)		(19,166,738	)		(49,833,684	)
Advisor Shares		—			—			(81,315	)		(43,882	)
Redemption fees:
Institutional Shares		145			1,470			—			—
Investor Shares		12			144			—			—
Advisor Shares		—			—			—			—
Increase (Decrease) from Capital Share Transactions		153,279,607			281,233,977			(2,899,619	)		19,990,987
Increase (Decrease) in Net Assets		206,999,354			572,933,110			(6,332,147	)		19,511,559
NET ASSETS
Beginning of period		1,245,729,463			672,796,353			171,435,681			151,924,122
End of period	$	1,452,728,817		$	1,245,729,463		$	165,103,534		$	171,435,681
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		7,265,056			16,373,896			—			—
Investor Shares		87,887			477,255			1,351,831			6,201,443
Advisor Shares		—			—			19			5,017
Reinvestment of distributions:
Institutional Shares		397,518			15,226			—			—
Investor Shares		40,127			3,545			130,540			67,135
Advisor Shares		—			—			4,248			3,031
Redemption of shares:
Institutional Shares		(1,034,784	)		(2,498,105	)		—			—
Investor Shares		(132,117	)		(308,680	)		(1,737,390	)		(4,487,530	)
Advisor Shares		—			—			(7,663	)		(4,048	)
Increase (Decrease) in shares outstanding		6,623,687			14,063,137			(258,415	)		1,785,048

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

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90

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	TOTAL RETURN FUND						SUSTAINABLE BOND FUND
	Six Months						Six Months
	Ended			Fiscal			Ended			Fiscal
	December 31,			Year Ended			December 31,			Year Ended
	2021			June 30,			2021			June 30,
	(Unaudited)			2021			(Unaudited)			2021
OPERATIONS
Net investment income (loss)	$	3,164,534		$	5,974,109		$	1,602,975		$	2,962,376
Net realized gain (loss)		6,810,577			3,026,798			3,687,454			2,163,756
Net change in unrealized appreciation (depreciation)		(8,454,900	)		3,699,619			(5,160,794	)		(1,016,013	)
Increase (Decrease) in Net Assets from Operations		1,520,211			12,700,526			129,635			4,110,119
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		(11,248,580	)		(14,293,838	)		(5,522,594	)		(6,647,215	)
Investor Shares		(109,054	)		(189,740	)		(104,689	)		(123,028	)
Total Distributions from earnings		(11,357,634	)		(14,483,578	)		(5,627,283	)		(6,770,243	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		58,959,386			150,248,925			86,684,912			102,466,710
Investor Shares		182,712			2,544,231			1,490,576			3,548,318
Reinvestment of distributions:
Institutional Shares		6,500,158			8,155,243			3,145,121			3,271,157
Investor Shares		99,318			171,436			83,783			95,926
Redemption of shares:
Institutional Shares		(41,502,812	)		(106,757,079	)		(21,923,308	)		(38,120,567	)
Investor Shares		(958,510	)		(2,461,886	)		(1,021,264	)		(714,914	)
Redemption fees:
Institutional Shares		—			741			1,282			1,554
Investor Shares		—			9			24			29
Increase (Decrease) from Capital Share Transactions		23,280,252			51,901,620			68,461,126			70,548,213
Increase (Decrease) in Net Assets		13,442,829			50,118,568			62,963,478			67,888,089
NET ASSETS
Beginning of period		442,741,339			392,622,771			223,485,117			155,597,028
End of period	$	456,184,168		$	442,741,339		$	286,448,595		$	223,485,117
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		5,605,066			14,146,348			8,298,717			9,729,795
Investor Shares		17,474			238,850			143,203			338,049
Reinvestment of distributions:
Institutional Shares		628,228			769,645			306,018			310,735
Investor Shares		9,587			16,183			8,134			9,127
Redemption of shares:
Institutional Shares		(3,955,743	)		(10,107,352	)		(2,099,875	)		(3,634,984	)
Investor Shares		(92,154	)		(233,230	)		(98,014	)		(68,198	)
Increase (Decrease) in shares outstanding		2,212,458			4,830,444			6,558,183			6,684,524

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

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91

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	MARYLAND BOND FUND						TAX-EXEMPT BOND FUND
	Six Months						Six Months
	Ended			Fiscal			Ended			Fiscal
	December 31,			Year Ended			December 31,			Year Ended
	2021			June 30,			2021			June 30,
	(Unaudited)			2021			(Unaudited)			2021
OPERATIONS
Net investment income (loss)	$	1,643,783		$	3,479,051		$	9,892,297		$	22,440,185
Net realized gain (loss)		102,953			97,687			7,559,029			20,808,707
Net change in unrealized appreciation (depreciation)		(1,303,239	)		4,228,940			(12,228,973	)		32,884,664
Increase (Decrease) in Net Assets from Operations		443,497			7,805,678			5,222,353			76,133,556
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		—			—			(20,938,954	)		(29,711,781	)
Investor Shares		(2,045,152	)		(4,243,704	)		(214,712	)		(260,612	)
Total Distributions from earnings		(2,045,152	)		(4,243,704	)		(21,153,666	)		(29,972,393	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		—			—			169,520,793			370,614,846
Investor Shares		6,367,525			24,968,339			2,770,797			4,295,133
Reinvestment of distributions:
Institutional Shares		—			—			7,045,076			7,240,171
Investor Shares		491,116			1,006,650			170,496			179,967
Redemption of shares:
Institutional Shares		—			—			(125,113,962	)		(305,615,768	)
Investor Shares		(5,904,482	)		(19,252,616	)		(482,936	)		(3,328,557	)
Redemption fees:
Institutional Shares		—			—			—			6
Investor Shares		80			—			—			—
Increase (Decrease) from Capital Share Transactions		954,239			6,722,373			53,910,264			73,385,798
Increase (Decrease) in Net Assets		(647,416	)		10,284,347			37,978,951			119,546,961
NET ASSETS
Beginning of period		186,482,638			176,198,291			1,201,973,115			1,082,426,154
End of period	$	185,835,222		$	186,482,638		$	1,239,952,066		$	1,201,973,115
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		—			—			16,258,804			35,903,729
Investor Shares		587,986			2,312,457			265,182			415,733
Reinvestment of distributions:
Institutional Shares		—			—			677,515			701,699
Investor Shares		45,359			93,166			16,375			17,415
Redemption of shares:
Institutional Shares		—			—			(12,006,568	)		(29,550,681	)
Investor Shares		(544,739	)		(1,781,703	)		(46,286	)		(324,070	)
Increase (Decrease) in shares outstanding		88,606			623,920			5,165,022			7,163,825

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

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92

Statements of Changes in Net Assets

	BROWN ADVISORY
	TAX-EXEMPT SUSTAINABLE						BROWN ADVISORY
	BOND FUND						MORTGAGE SECURITIES FUND
	Six Months						Six Months
	Ended			Fiscal			Ended			Fiscal
	December 31,			Year Ended			December 31,			Year Ended
	2021			June 30,			2021			June 30,
	(Unaudited)			2021			(Unaudited)			2021
OPERATIONS
Net investment income (loss)	$	1,347,288		$	2,442,116		$	1,006,081		$	(787,682	)
Net realized gain (loss)		427,957			2,004,560			70,609			3,649,989
Net change in unrealized appreciation (depreciation)		(405,508	)		3,896,490			(3,096,213	)		1,338,932
Increase (Decrease) in Net Assets from Operations		1,369,737			8,343,166			(2,019,523	)		4,201,239
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		—			—			(1,916,888	)		(1,503,072	)
Investor Shares		(3,402,666	)		(2,559,299	)		(49,865	)		(118,094	)
Total Distributions from earnings		(3,402,666	)		(2,559,299	)		(1,966,753	)		(1,621,166	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		—			—			52,759,853			110,872,804
Investor Shares		61,430,282			109,926,761			2,807,939			24,528,218
Reinvestment of distributions:
Institutional Shares		—			—			441,991			294,936
Investor Shares		1,233,725			451,744			47,478			117,644
Redemption of shares:
Institutional Shares		—			—			(13,110,289	)		(63,258,102	)
Investor Shares		(24,801,405	)		(94,071,642	)		(29,022,198	)		(2,689,608	)
Redemption fees:
Institutional Shares		—			—			1,196			93
Investor Shares		—			85			53			10
Increase (Decrease) from Capital Share Transactions		37,862,602			16,306,948			13,926,023			69,865,995
Increase (Decrease) in Net Assets		35,829,673			22,090,815			9,939,747			72,446,068
NET ASSETS
Beginning of period		179,122,599			157,031,784			320,402,477			247,956,409
End of period	$	214,952,272		$	179,122,599		$	330,342,224		$	320,402,477
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		—			—			5,014,896			10,524,847
Investor Shares		6,049,840			10,983,189			265,613			2,327,339
Reinvestment of distributions:
Institutional Shares		—			—			42,122			28,000
Investor Shares		122,055			44,955			4,505			11,152
Redemption of shares:
Institutional Shares		—			—			(1,245,265	)		(6,005,046	)
Investor Shares		(2,443,752	)		(9,344,231	)		(2,744,100	)		(254,888	)
Increase (Decrease) in shares outstanding		3,728,143			1,683,913			1,337,771			6,631,404

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

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93

Statements of Changes in Net Assets

	BROWN ADVISORY –						BROWN ADVISORY
	WMC STRATEGIC						EMERGING MARKETS
	EUROPEAN EQUITY FUND						SELECT FUND
	Six Months						Six Months
	Ended			Fiscal			Ended			Fiscal
	December 31,			Year Ended			December 31,			Year Ended
	2021			June 30,			2021			June 30,
	(Unaudited)			2021			(Unaudited)			2021
OPERATIONS
Net investment income (loss)	$	793,104		$	4,109,443		$	3,377,169		$	3,100,058
Net realized gain (loss)		19,182,575			45,125,577			3,125,889			14,477,360
Net change in unrealized appreciation (depreciation)		(4,615,317	)		52,604,293			(35,636,094	)		101,914,885
Increase (Decrease) in Net Assets from Operations		15,360,362			101,839,313			(29,133,036	)		119,492,303
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		(39,782,445	)		(20,009,676	)		(3,771,870	)		(2,138,888	)
Investor Shares		(2,675,078	)		(1,879,956	)		(28,421	)		(21,367	)
Advisor Shares		(291,103	)		(220,820	)		(101	)		(21	)
Total Distributions from earnings		(42,748,626	)		(22,110,452	)		(3,800,392	)		(2,160,276	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		36,329,032			114,798,417			121,620,003			182,958,474
Investor Shares		1,565,156			24,558,529			270,719			1,523,609
Advisor Shares		30,399			455,367			9,961			10,218
Reinvestment of distributions:
Institutional Shares		25,171,967			12,839,068			838,107			412,838
Investor Shares		2,448,466			1,770,675			26,928			20,969
Advisor Shares		261,014			209,582			101			21
Redemption of shares:
Institutional Shares		(24,973,769	)		(68,574,420	)		(42,131,505	)		(36,476,602	)
Investor Shares		(12,930,890	)		(16,467,048	)		(371,114	)		(1,427,705	)
Advisor Shares		(697,754	)		(1,542,550	)		(1,049	)		(49,719	)
Redemption fees:
Institutional Shares		150			8			2,478			123
Investor Shares		10			1			24			2
Advisor Shares		1			—			—			—
Increase (Decrease) from Capital Share Transactions		27,203,782			68,047,629			80,264,653			146,972,228
Increase (Decrease) in Net Assets		(184,482	)		147,776,490			47,331,225			264,304,255
NET ASSETS
Beginning of period		460,897,541			313,121,051			535,840,841			271,536,586
End of period	$	460,713,059		$	460,897,541		$	583,172,066		$	535,840,841
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		2,775,660			9,389,076			10,155,426			15,248,156
Investor Shares		118,174			2,044,309			22,632			127,777
Advisor Shares		2,323			38,762			823			878
Reinvestment of distributions:
Institutional Shares		2,137,667			1,097,369			70,846			36,341
Investor Shares		208,879			151,859			2,276			1,846
Advisor Shares		22,571			18,193			9			2
Redemption of shares:
Institutional Shares		(1,913,530	)		(5,890,250	)		(3,548,490	)		(3,305,092	)
Investor Shares		(969,672	)		(1,266,112	)		(30,868	)		(134,055	)
Advisor Shares		(54,521	)		(135,282	)		(87	)		(4,854	)
Increase (Decrease) in shares outstanding		2,327,551			5,447,924			6,672,567			11,970,999

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

www.brownadvisory.com/mf

94

Statements of Changes in Net Assets

	BROWN ADVISORY –
	BEUTEL GOODMAN
	LARGE-CAP VALUE FUND
	Six Months
	Ended			Fiscal
	December 31,			Year Ended
	2021			June 30,
	(Unaudited)			2021
OPERATIONS
Net investment income (loss)	$	9,244,076		$	11,690,279
Net realized gain (loss)		40,846,363			61,713,222
Net change in unrealized appreciation (depreciation)		(61,710,723	)		172,843,343
Increase (Decrease) in Net Assets from Operations		(11,620,284	)		246,246,844
DISTRIBUTIONS FROM EARNINGS
Institutional Shares		(100,197,516	)		(22,311,318	)
Investor Shares		(11,377	)		—
Total Distributions from earnings		(100,208,893	)		(22,311,318	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		154,834,672			527,531,771
Investor Shares		115,460			20,000
Reinvestment of distributions:
Institutional Shares		68,672,974			5,500,846
Investor Shares		11,084			—
Redemption of shares:
Institutional Shares		(98,698,789	)		(59,629,241	)
Investor Shares		(219	)		—
Redemption fees:
Institutional Shares		728			150
Investor Shares		—			—
Increase (Decrease) from Capital Share Transactions		124,935,910			473,423,526
Increase (Decrease) in Net Assets		13,106,733			697,359,052
NET ASSETS
Beginning of period		1,149,370,687			452,011,635
End of period	$	1,162,477,420		$	1,149,370,687
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		11,083,307			41,377,447
Investor Shares		8,155			1,388
Reinvestment of distributions:
Institutional Shares		5,328,934			446,135
Investor Shares		860			—
Redemption of shares:
Institutional Shares		(7,188,796	)		(4,687,212	)
Investor Shares		(17	)		—
Increase (Decrease) in shares outstanding		9,232,443			37,137,758

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

www.brownadvisory.com/mf

95

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*
07/01/21	12/31/21	$	37.39	(0.05	)	2.07		2.02		—		(4.47	)		(4.47	)	$	34.94			5.74	%	$	2,420,276		(0.27	)%	0.65	%	0.65	%	8	%
07/01/20	06/30/21		29.05	(0.06	)	10.02		9.96		—		(1.62	)		(1.62	)		37.39			35.14			2,321,278		(0.19	)	0.67		0.67		25
07/01/19	06/30/20		24.80	(0.04	)	5.56		5.52		—		(1.27	)		(1.27	)		29.05			22.88			1,849,565		(0.16	)	0.69		0.69		22
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
Investor Shares*
07/01/21	12/31/21		36.79	(0.08	)	2.03		1.95		—		(4.47	)		(4.47	)		34.27			5.64			1,158,490		(0.42	)	0.80		0.80		8
07/01/20	06/30/21		28.64	(0.11	)	9.88		9.77		—		(1.62	)		(1.62	)		36.79			34.98			1,174,666		(0.34	)	0.82		0.82		25
07/01/19	06/30/20		24.50	(0.08	)	5.49		5.41		—		(1.27	)		(1.27	)		28.64			22.70			983,640		(0.31	)	0.84		0.84		22
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
Advisor Shares*
07/01/21	12/31/21		34.27	(0.12	)	1.89		1.77		—		(4.47	)		(4.47	)		31.57			5.53			45,350		(0.67	)	1.05		1.05		8
07/01/20	06/30/21		26.84	(0.18	)	9.23		9.05		—		(1.62	)		(1.62	)		34.27			34.63			34,042		(0.59	)	1.07		1.07		25
07/01/19	06/30/20		23.09	(0.14	)	5.16		5.02		—		(1.27	)		(1.27	)		26.84			22.39			13,692		(0.56	)	1.09		1.09		22
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
BROWN ADVISORY FLEXIBLE EQUITY FUND:
Institutional Shares*
07/01/21	12/31/21		34.26	0.04		1.95		1.99		(0.06	)	(1.27	)		(1.33	)		34.92			5.89			225,818		0.25		0.53		0.53		3
07/01/20	06/30/21		24.36	0.07		10.76		10.83		(0.09	)	(0.84	)		(0.93	)		34.26			45.26			201,849		0.25		0.54		0.54		13
07/01/19	06/30/20		22.92	0.11		2.50		2.61		(0.15	)	(1.02	)		(1.17	)		24.36			11.29			134,574		0.47		0.56		0.56		12
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
Investor Shares*
07/01/21	12/31/21		34.16	0.02		1.93		1.95		(0.03	)	(1.27	)		(1.30	)		34.81			5.82			515,604		0.10		0.68		0.68		3
07/01/20	06/30/21		24.31	0.03		10.73		10.76		(0.07	)	(0.84	)		(0.91	)		34.16			45.05			500,233		0.10		0.69		0.69		13
07/01/19	06/30/20		22.88	0.07		2.49		2.56		(0.11	)	(1.02	)		(1.13	)		24.31			11.12			362,695		0.32		0.71		0.71		12
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
Advisor Shares*
07/01/21	12/31/21		34.10	(0.03	)	1.93		1.90		—		(1.27	)		(1.27	)		34.73			5.67			6,160		(0.15	)	0.93		0.93		3
07/01/20	06/30/21		24.30	(0.04	)	10.72		10.68		(0.04	)	(0.84	)		(0.88	)		34.10			44.69			5,965		(0.15	)	0.94		0.94		13
07/01/19	06/30/20		22.90	0.02		2.48		2.50		(0.08	)	(1.02	)		(1.10	)		24.30			10.84			4,403		0.07		0.96		0.96		12
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

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

www.brownadvisory.com/mf

96

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*
07/01/21	12/31/21	$	15.98	0.10		1.71			1.81	(0.10	)		(1.45	)		(1.55	)	$	16.24		11.65	%	$	25,499		1.22	%		0.76	%		0.78	%		6	%
07/01/20	06/30/21		12.97	0.23		3.75			3.98	(0.23	)		(0.74	)		(0.97	)		15.98		31.84			24,045		1.59			0.77			0.80			20
07/01/19	06/30/20		14.15	0.23		(0.10	)		0.13	(0.23	)		(1.08	)		(1.31	)		12.97		0.46			22,026		1.66			0.80			0.80			16
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
Investor Shares*
07/01/21	12/31/21		15.97	0.09		1.72			1.81	(0.09	)		(1.45	)		(1.54	)		16.24		11.64			67,836		1.07			0.91			0.93			6
07/01/20	06/30/21		12.96	0.21		3.75			3.96	(0.21	)		(0.74	)		(0.95	)		15.97		31.67			63,600		1.44			0.92			0.95			20
07/01/19	06/30/20		14.15	0.21		(0.11	)		0.10	(0.21	)		(1.08	)		(1.29	)		12.96		0.24			55,228		1.51			0.95			0.95			16
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
Advisor Shares*
07/01/21	12/31/21		15.96	0.07		1.71			1.78	(0.07	)		(1.45	)		(1.52	)		16.22		11.44			1,176		0.82			1.16			1.18			6
07/01/20	06/30/21		12.96	0.17		3.74			3.91	(0.17	)		(0.74	)		(0.91	)		15.96		31.27			1,182		1.19			1.17			1.20			20
07/01/19	06/30/20		14.14	0.17		(0.10	)		0.07	(0.17	)		(1.08	)		(1.25	)		12.96		0.05			886		1.26			1.20			1.20			16
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
BROWN ADVISORY SUSTAINABLE GROWTH FUND:
Institutional Shares*
07/01/21	12/31/21		44.56	(0.04	)	6.45			6.41	—			(0.91	)		(0.91	)		50.06		14.45			4,424,603		(0.16	)		0.62			0.62			8
07/01/20	06/30/21		31.96	(0.03	)	12.63			12.60	—			—			—			44.56		39.42			3,364,728		(0.08	)		0.65			0.65			23
07/01/19	06/30/20		26.39	0.01		5.77			5.78	—			(0.21	)		(0.21	)		31.96		22.01			1,601,989		0.05			0.70			0.70			20
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
Investor Shares*
07/01/21	12/31/21		43.90	(0.08	)	6.35			6.27	—			(0.91	)		(0.91	)		49.26		14.35			2,444,258		(0.31	)		0.77			0.77			8
07/01/20	06/30/21		31.52	(0.09	)	12.47			12.38	—			—			—			43.90		39.28			1,849,429		(0.23	)		0.80			0.80			23
07/01/19	06/30/20		26.07	(0.03	)	5.69			5.66	—			(0.21	)		(0.21	)		31.52		21.82			1,108,023		(0.10	)		0.85			0.85			20
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
Advisor Shares*
07/01/21	12/31/21		42.87	(0.13	)	6.19			6.06	—			(0.91	)		(0.91	)		48.02		14.20			520,543		(0.56	)		1.02			1.02			8
07/01/20	06/30/21		30.86	(0.18	)	12.19			12.01	—			—			—			42.87		38.92			444,064		(0.48	)		1.05			1.05			23
07/01/19	06/30/20		25.59	(0.09	)	5.57			5.48	—			(0.21	)		(0.21	)		30.86		21.53			285,542		(0.35	)		1.10			1.10			20
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

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

www.brownadvisory.com/mf

97

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*
07/01/21	12/31/21	$	19.86	(0.05	)	(0.42	)	(0.47	)	—		(1.75	)	(1.75	)	$	17.64			(1.74	)%	$	146,536			(0.54	)%		0.78	%		0.78	%		23	%
07/01/20	06/30/21		13.86	(0.08	)	6.08		6.00		—		—		—			19.86			43.03			159,180			(0.44	)		0.76			0.79			48
07/01/19	06/30/20		13.14	(0.01	)	0.77		0.76		—		(0.04	)	(0.04	)		13.86			5.68			100,367			(0.11	)		0.70			0.88			35
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*
07/01/21	12/31/21		19.76	(0.07	)	(0.41	)	(0.48	)	—		(1.75	)	(1.75	)		17.53			(1.85	)		32,588			(0.69	)		0.93			0.93			23
07/01/20	06/30/21		13.81	(0.10	)	6.05		5.95		—		—		—			19.76			42.90			33,381			(0.59	)		0.91			0.94			48
07/01/19	06/30/20		13.12	(0.03	)	0.76		0.73		—		(0.04	)	(0.04	)		13.81			5.46			28,477			(0.26	)		0.85			1.03			35
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*
07/01/21	12/31/21		63.00	(0.18	)	(0.88	)	(1.06	)	—		(7.23	)	(7.23	)		54.71			(1.12	)		1,459,488			(0.59	)		0.95			0.95			9
07/01/20	06/30/21		44.31	(0.34	)	19.48		19.14		—		(0.45	)	(0.45	)		63.00			43.31			1,758,121			(0.61	)		0.95			0.95			32
07/01/19	06/30/20		44.24	(0.20	)	1.15		0.95		—		(0.88	)	(0.88	)		44.31			2.18			1,039,126			(0.48	)		0.97			0.97			29
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
Investor Shares*
07/01/21	12/31/21		31.42	(0.11	)	(0.45	)	(0.56	)	—		(3.60	)	(3.60	)		27.26			(1.21	)		825,752			(0.74	)		1.10			1.10			9
07/01/20	06/30/21		22.13	(0.21	)	9.72		9.51		—		(0.22	)	(0.22	)		31.42			43.11			822,075			(0.76	)		1.10			1.10			32
07/01/19	06/30/20		22.13	(0.13	)	0.57		0.44		—		(0.44	)	(0.44	)		22.13			2.02			511,028			(0.63	)		1.12			1.12			29
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
Advisor Shares*
07/01/21	12/31/21		29.88	(0.15	)	(0.42	)	(0.57	)	—		(3.42	)	(3.42	)		25.89			(1.35	)		12,618			(0.99	)		1.35			1.35			9
07/01/20	06/30/21		21.10	(0.26	)	9.25		8.99		—		(0.21	)	(0.21	)		29.88			42.74			14,939			(1.01	)		1.35			1.35			32
07/01/19	06/30/20		21.15	(0.18	)	0.55		0.37		—		(0.42	)	(0.42	)		21.10			1.78			12,159			(0.88	)		1.37			1.37			29
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

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

www.brownadvisory.com/mf

98

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*
07/01/21	12/31/21	$	29.65	0.06		1.80		1.86		(0.10	)	(0.10	)	(0.20	)	$	31.31		6.27	%	$	654,495			0.38	%		0.95	%		0.95	%		17	%
07/01/20	06/30/21		19.25	0.11		10.44		10.55		(0.15	)	—		(0.15	)		29.65		54.97			591,096			0.43			0.95			0.95			42
07/01/19	06/30/20		24.77	0.21		(4.46	)	(4.25	)	(0.13	)	(1.14	)	(1.27	)		19.25		(18.38	)		336,819			0.94			0.97			0.97			56
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
Investor Shares*
07/01/21	12/31/21		29.60	0.03		1.79		1.82		(0.05	)	(0.10	)	(0.15	)		31.27		6.17			688,384			0.23			1.10			1.10			17
07/01/20	06/30/21		19.22	0.07		10.42		10.49		(0.11	)	—		(0.11	)		29.60		54.74			648,403			0.28			1.10			1.10			42
07/01/19	06/30/20		24.75	0.18		(4.46	)	(4.28	)	(0.11	)	(1.14	)	(1.25	)		19.22		(18.49	)		432,498			0.79			1.12			1.12			56
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
Advisor Shares*
07/01/21	12/31/21		29.43	—		1.78		1.78		(0.01	)	(0.10	)	(0.11	)		31.10		6.04			7,863			(0.02	)		1.35			1.35			17
07/01/20	06/30/21		19.10	0.01		10.36		10.37		(0.04	)	—		(0.04	)		29.43		54.37			8,125			0.03			1.35			1.35			42
07/01/19	06/30/20		24.64	0.12		(4.44	)	(4.32	)	(0.08	)	(1.14	)	(1.22	)		19.10		(18.71	)		4,480			0.54			1.37			1.37			56
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
BROWN ADVISORY SUSTAINABLE SMALL-CAP CORE FUND:
Institutional Shares*
9/30/21^	12/31/21		10.00	(0.01	)	0.25		0.24		—		—		—			10.24		2.40			27,277			(0.26	)		0.93			1.37			5
Investor Shares*
9/30/21^	12/31/21		10.00	(0.01	)	0.25		0.24		—		—		—			10.24		2.40			579			(0.41	)		1.08			1.52			5
BROWN ADVISORY GLOBAL LEADERS FUND:
Institutional Shares*
07/01/21	12/31/21		22.60	(0.02	)	1.22		1.20		(0.02	)	(0.25	)	(0.27	)		23.53		5.34			1,352,951			(0.18	)		0.75			0.75			9
07/01/20	06/30/21		16.38	0.03		6.22		6.25		(0.03	)	—		(0.03	)		22.60		38.17			1,149,790			0.16			0.76			0.76			14
07/01/19	06/30/20		15.24	0.07		1.13		1.20		(0.06	)	—		(0.06	)		16.38		7.85			605,983			0.45			0.75			0.82			27
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*
07/01/21	12/31/21		22.54	(0.04	)	1.23		1.19		(0.01	)	(0.25	)	(0.26	)		23.47		5.28			99,778			(0.33	)		0.90			0.90			9
07/01/20	06/30/21		16.36	—		6.20		6.20		(0.02	)	—		(0.02	)		22.54		37.91			95,940			0.01			0.91			0.91			14
07/01/19	06/30/20		15.23	0.05		1.12		1.17		(0.04	)	—		(0.04	)		16.36		7.68			66,813			0.30			0.90			0.97			27
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

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

www.brownadvisory.com/mf

99

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 INTERMEDIATE INCOME FUND:
Investor Shares*
07/01/21	12/31/21	$	11.05	0.05	(0.12	)	(0.07	)	(0.06	)	(0.10	)	(0.16	)	$	10.82		(0.66	)%	$	161,555			0.96	%		0.46	%		0.50	%		26	%
07/01/20	06/30/21		11.06	0.11	0.02		0.13		(0.13	)	(0.01	)	(0.14	)		11.05		1.11			167,774			1.02			0.47			0.50			50
07/01/19	06/30/20		10.72	0.24	0.35		0.59		(0.25	)	—		(0.25	)		11.06		5.55			148,300			2.24			0.49			0.53			105
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
Advisor Shares*
07/01/21	12/31/21		10.80	0.04	(0.12	)	(0.08	)	(0.05	)	(0.10	)	(0.15	)		10.57		(0.80	)		3,549			0.71			0.71			0.75			26
07/01/20	06/30/21		10.82	0.08	0.01		0.09		(0.10	)	(0.01	)	(0.11	)		10.80		0.79			3,661			0.77			0.72			0.75			50
07/01/19	06/30/20		10.49	0.21	0.34		0.55		(0.22	)	—		(0.22	)		10.82		5.32			3,624			1.99			0.74			0.78			105
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
BROWN ADVISORY TOTAL RETURN FUND:
Institutional Shares*
07/01/21	12/31/21		10.49	0.07	(0.03	)	0.04		(0.09	)	(0.17	)	(0.26	)		10.27		0.37			452,208			1.38			0.42			0.42			69
07/01/20	06/30/21		10.51	0.14	0.18		0.32		(0.15	)	(0.19	)	(0.34	)		10.49		3.10			437,997			1.37			0.42			0.42			130
07/01/19	06/30/20		10.22	0.27	0.52		0.79		(0.28	)	(0.22	)	(0.50	)		10.51		7.90			388,100			2.62			0.45			0.45			143
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
Investor Shares*
07/01/21	12/31/21		10.49	0.07	(0.03	)	0.04		(0.09	)	(0.17	)	(0.26	)		10.27		0.34			3,976			1.33			0.47			0.47			69
07/01/20	06/30/21		10.51	0.14	0.18		0.32		(0.15	)	(0.19	)	(0.34	)		10.49		3.05			4,744			1.32			0.47			0.47			130
07/01/19	06/30/20		10.22	0.26	0.52		0.78		(0.27	)	(0.22	)	(0.49	)		10.51		7.85			4,523			2.57			0.50			0.50			143
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
BROWN ADVISORY SUSTAINABLE BOND FUND:
Institutional Shares*
07/01/21	12/31/21		10.42	0.06	(0.04	)	0.02		(0.07	)	(0.14	)	(0.21	)		10.23		0.20			280,987			1.23			0.43			0.43			53
07/01/20	06/30/21		10.54	0.16	0.10		0.26		(0.17	)	(0.21	)	(0.38	)		10.42		2.44			218,476			1.56			0.45			0.45			89
07/01/19	06/30/20		10.13	0.27	0.54		0.81		(0.28	)	(0.12	)	(0.40	)		10.54		8.14			153,472			2.63			0.48			0.48			97
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*
07/01/21	12/31/21		10.42	0.06	(0.04	)	0.02		(0.07	)	(0.14	)	(0.21	)		10.23		0.17			5,462			1.18			0.48			0.48			53
07/01/20	06/30/21		10.54	0.16	0.10		0.26		(0.17	)	(0.21	)	(0.38	)		10.42		2.39			5,009			1.51			0.50			0.50			89
07/01/19	06/30/20		10.13	0.26	0.54		0.80		(0.27	)	(0.12	)	(0.39	)		10.54		8.09			2,125			2.58			0.53			0.53			97
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

100

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*
07/01/21	12/31/21	$	10.88	0.10		(0.07	)	0.03		(0.12	)	—		(0.12	)	$	10.79		0.27	%	$	185,835			1.76	%		0.47	%		0.47	%		5	%
07/01/20	06/30/21		10.67	0.21		0.26		0.47		(0.26	)	—		(0.26	)		10.88		4.41			186,483			1.94			0.48			0.48			17
07/01/19	06/30/20		10.80	0.25		(0.09	)	0.16		(0.29	)	—		(0.29	)		10.67		1.44			176,198			2.31			0.49			0.49			37
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
BROWN ADVISORY TAX-EXEMPT BOND FUND:
Institutional Shares*
07/01/21	12/31/21		10.50	0.08		(0.04	)	0.04		(0.13	)	(0.05	)	(0.18	)		10.36		0.39			1,226,126			1.60			0.41			0.41			19
07/01/20	06/30/21		10.08	0.20		0.49		0.69		(0.27	)	—		(0.27	)		10.50		6.87			1,190,436			1.92			0.40			0.40			47
07/01/19	06/30/20		10.20	0.24		(0.08	)	0.16		(0.28	)	—		(0.28	)		10.08		1.59			1,072,444			2.38			0.42			0.42			80
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*
07/01/21	12/31/21		10.50	0.08		(0.04	)	0.04		(0.13	)	(0.05	)	(0.18	)		10.36		0.36			13,826			1.55			0.46			0.46			19
07/01/20	06/30/21		10.09	0.19		0.48		0.67		(0.26	)	—		(0.26	)		10.50		6.72			11,537			1.87			0.45			0.45			47
07/01/19	06/30/20		10.20	0.24		(0.07	)	0.17		(0.28	)	—		(0.28	)		10.09		1.64			9,982			2.33			0.47			0.47			80
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
BROWN ADVISORY TAX-EXEMPT SUSTAINABLE BOND FUND:
Investor Shares*
07/01/21	12/31/21		10.19	0.07		—		0.07		(0.07	)	(0.10	)	(0.17	)		10.09		0.66			214,952			1.37			0.49			0.49			26
07/01/20	06/30/21		9.88	0.13		0.32		0.45		(0.13	)	(0.01	)	(0.14	)		10.19		4.57			179,123			1.32			0.49			0.49			66
12/02/19^	06/30/20		10.00	0.08		(0.12	)	(0.04	)	(0.08	)	—		(0.08	)		9.88		(0.37	)		157,032			1.45			0.55			0.55			39
BROWN ADVISORY MORTGAGE SECURITIES FUND:
Institutional Shares*
07/01/21	12/31/21		10.56	0.03		(0.09	)	(0.06	)	(0.07	)	—		(0.07	)		10.43		(0.62	)		324,689			0.63			0.44			0.44			74
07/01/20	06/30/21		10.46	(0.03	)	0.19		0.16		(0.06	)	—		(0.06	)		10.56		1.53			288,526			(0.27	)		0.45			0.45			148
07/01/19	06/30/20		10.02	0.11		0.50		0.61		(0.17	)	—		(0.17	)		10.46		6.09			238,202			1.07			0.47			0.47			139
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
Investor Shares*
07/01/21	12/31/21		10.57	0.03		(0.09	)	(0.06	)	(0.06	)	—		(0.06	)		10.45		(0.55	)		5,653			0.58			0.49			0.49			74
07/01/20	06/30/21		10.47	(0.03	)	0.19		0.16		(0.06	)	—		(0.06	)		10.57		1.48			31,876			(0.32	)		0.50			0.50			148
07/01/19	06/30/20		10.02	0.11		0.50		0.61		(0.16	)	—		(0.16	)		10.47		6.15			9,755			1.02			0.52			0.52			139
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

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

www.brownadvisory.com/mf

101

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*
07/01/21	12/31/21	$	13.08	0.02		0.37		0.39		(0.11	)	(1.10	)	(1.21	)	$	12.26		3.45	%	$	428,132			0.35	%		1.03	%		1.03	%		19	%
07/01/20	06/30/21		10.51	0.13		3.20		3.33		(0.03	)	(0.73	)	(0.76	)		13.08		32.55			417,419			1.12			1.05			1.05			51
07/01/19	06/30/20		11.15	0.03		(0.07	)	(0.04	)	(0.10	)	(0.50	)	(0.60	)		10.51		(0.66	)		287,081			0.29			1.09			1.09			53
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
Investor Shares*
07/01/21	12/31/21		13.03	0.01		0.38		0.39		(0.09	)	(1.10	)	(1.19	)		12.23		3.43			29,442			0.20			1.18			1.18			19
07/01/20	06/30/21		10.48	0.12		3.18		3.30		(0.02	)	(0.73	)	(0.75	)		13.03		32.36			39,751			0.97			1.20			1.20			51
07/01/19	06/30/20		11.12	0.01		(0.06	)	(0.05	)	(0.09	)	(0.50	)	(0.59	)		10.48		(0.77	)		22,224			0.14			1.24			1.24			53
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
Advisor Shares*
07/01/21	12/31/21		12.88	—		0.36		0.36		(0.06	)	(1.10	)	(1.16	)		12.08		3.23			3,139			(0.05	)		1.43			1.43			19
07/01/20	06/30/21		10.38	0.08		3.16		3.24		(0.01	)	(0.73	)	(0.74	)		12.88		32.01			3,728			0.72			1.45			1.45			51
07/01/19	06/30/20		11.03	(0.01	)	(0.07	)	(0.08	)	(0.07	)	(0.50	)	(0.57	)		10.38		(1.04	)		3,816			(0.11	)		1.49			1.49			53
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
BROWN ADVISORY EMERGING MARKETS SELECT FUND:
Institutional Shares*
07/01/21	12/31/21		12.57	0.08		(0.74	)	(0.66	)	(0.08	)	—		(0.08	)		11.83		(5.25	)		577,647			1.23			1.10			1.10			31
07/01/20	06/30/21		8.86	0.09		3.69		3.78		(0.07	)	—		(0.07	)		12.57		42.71			529,908			0.78			1.12			1.12			61
07/01/19	06/30/20		9.34	0.11		(0.48	)	(0.37	)	(0.11	)	—		(0.11	)		8.86		(4.04	)		267,282			1.27			1.16			1.16			62
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
Investor Shares*
07/01/21	12/31/21		12.56	0.07		(0.74	)	(0.67	)	(0.06	)	—		(0.06	)		11.83		(5.32	)		5,494			1.08			1.25			1.25			31
07/01/20	06/30/21		8.85	0.07		3.69		3.76		(0.05	)	—		(0.05	)		12.56		42.56			5,908			0.63			1.27			1.27			61
07/01/19	06/30/20		9.33	0.10		(0.49	)	(0.39	)	(0.09	)	—		(0.09	)		8.85		(4.29	)		4,202			1.12			1.31			1.31			62
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
Advisor Shares*
07/01/21	12/31/21		12.60	0.05		(0.73	)	(0.68	)	(0.04	)	—		(0.04	)		11.88		(5.41	)		32			0.83			1.50			1.50			31
07/01/20	06/30/21		8.87	0.04		3.70		3.74		(0.01	)	—		(0.01	)		12.60		42.17			24			0.38			1.52			1.52			61
07/01/19	06/30/20		9.37	0.08		(0.50	)	(0.42	)	(0.08	)	—		(0.08	)		8.87		(4.61	)		52			0.87			1.56			1.56			62
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

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

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102

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*
07/01/21	12/31/21	$	14.41	0.11	(0.28	)	(0.17	)	(0.20	)	(0.98	)	(1.18	)	$	13.06		(0.95	)%	$	1,162,342			1.56	%		0.55	%		0.55	%		22	%
07/01/20	06/30/21		10.61	0.20	3.99		4.19		(0.39	)	—		(0.39	)		14.41		40.12			1,149,351			1.52			0.55			0.55			42
07/01/19	06/30/20		10.47	0.56	(0.20	)	0.36		(0.10	)	(0.12	)	(0.22	)		10.61		3.27			452,012			5.26			0.57			0.57			32
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
Investor Shares*
07/01/21^	12/31/21		14.41	0.10	(0.27	)	(0.17	)	(0.20	)	(0.98	)	(1.18	)		13.06		(0.98	)		136			1.41			0.70			0.70			22

*	Information for periods beginning after June 30, 2021 is unaudited.  Redemption fees of less than $0.005/share are not presented and are included in net realized & unrealized gains (losses) from investment operations. 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.
^	Information presented is for the entire history of the share class.
(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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103

Notes to Financial Statements

December 31, 2021 (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 Sustainable Small-Cap Core Fund (“Sustainable Small-Cap Core  Fund”) seeks to achieve long-term capital appreciation by investing primarily in equity securities of small-cap companies

• 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 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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104

Notes to Financial Statements

December 31, 2021 (Unaudited)

The Funds inception dates are as follows.  Operations commence the first business day after the inception date.

	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	Total Return	10/30/2014	10/30/2014	—
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
Sustainable				European Equity	10/21/2013	10/21/2013	10/21/2013
Small-Cap Core	9/30/2021	9/30/2021	—	Emerging Markets Select	12/12/2012	12/12/2012	12/12/2012
Global Leaders	10/31/2018	7/1/2015	—	Beutel Goodman
Intermediate Income	—	11/2/1995	5/13/1991	Large-Cap Value	2/13/2018	6/30/2021	—

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

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105

Notes to Financial Statements

December 31, 2021 (Unaudited)

that foreign exchange traded security at that price. If 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 the date of this report, the Small-Cap Growth Fund and Emerging Markets Select Fund held Level 3 securities for which significant and unobservable inputs or assumptions were used in the determination of fair value. The total value of such securities held as of the date of this report was $2,151,420 or 0.1% of Small-Cap Growth Fund’s net assets and $2,098 or 0.0% of Emerging Market Select Fund’s net assets.

The following is a summary of inputs used to value the Funds’ investments as of December 31, 2021:

	Level 1		Level 2		Level 3
Growth Equity Fund
Common Stocks	$	3,395,729,313	$	—	$	—
REIT^		126,329,188		—		—
Short-Term Investments		101,335,814		—		—
Total Investments	$	3,623,394,315	$	—	$	—
Flexible Equity Fund
Common Stocks	$	710,101,115	$	—	$	—
REIT^		19,113,653		—		—
Short-Term Investments		15,742,193		—		—
Total Investments	$	744,956,961	$	—	$	—
Equity Income Fund
Common Stocks	$	86,895,893	$	—	$	—
Preferred Stocks		1,413,171		—		—
REIT^		3,792,090		—		—
Short-Term Investments		2,282,359		—		—
Total Investments	$	94,383,513	$	—	$	—
Sustainable Growth Fund
Common Stocks	$	6,959,249,628	$	—	$	—
REIT^		300,269,677		—		—
Short-Term Investments		109,802,016		—		—
Total Investments	$	7,369,321,321	$	—	$	—
Mid-Cap Growth Fund
Common Stocks	$	168,888,833	$	—	$	—
REIT^		4,635,173		—		—
Short-Term Investments		4,576,578		—		—
Total Investments	$	178,100,584	$	—	$	—
Small-Cap Growth Fund
Common Stocks	$	2,106,099,248	$	—	$	—
Private Placements		—		—		2,151,420
REIT^		72,446,451		—		—
Short-Term Investments		114,514,598		—		—
Total Investments	$	2,293,060,297	$	—	$	2,151,420

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106

Notes to Financial Statements

December 31, 2021 (Unaudited)

	Level 1			Level 2		Level 3
Small-Cap Fundamental Value Fund
Common Stocks	$	1,174,983,462		$	—	$	—
REIT^		120,956,479			—		—
Short-Term Investments		52,728,687			—		—
Total Investments	$	1,348,668,628		$	—	$	—
Sustainable Small-Cap Core Fund
Common Stocks	$	24,333,570		$	—	$	—
REIT^		1,764,442			—		—
Short-Term Investments		1,056,064			—		—
Total Investments	$	27,154,076		$	—	$	—
Global Leaders Fund
Common Stocks:
Brazil	$	—		$	25,741,018	$	—
China		—			93,213,324		—
France		—			55,093,352		—
Germany		—			72,334,646		—
India		—			28,924,491		—
Indonesia		—			38,785,057		—
Netherlands		—			35,581,431		—
Sweden		—			31,605,789		—
Switzerland		—			73,112,542		—
Taiwan		64,398,334			—		—
United Kingdom		—			43,370,859		—
United States		870,052,516			—		—
Short-Term Investments		28,938,094			—		—
Total Investments	$	963,388,944		$	497,762,509	$	—
Intermediate Income Fund
Mortgage Backed Securities	$	—		$	43,817,641	$	—
Corporate Bonds & Notes		—			41,386,517		—
Asset Backed Securities		—			17,782,065		—
U.S. Treasury Notes		—			35,817,682		—
Affiliated Mutual Funds		19,583,926			—		—
Short-Term Investments		6,030,382			—		—
Total Investments	$	25,614,308		$	138,803,905	$	—
Total Return Fund
Mortgage Backed Securities	$	—		$	157,296,583	$	—
Corporate Bonds & Notes		—			156,365,177		—
Asset Backed Securities		—			65,361,922		—
Municipal Bonds		—			1,929,468		—
U.S. Treasury Notes		—			60,001,597		—
Short-Term Investments		7,155,137			1,799,995		—
Total Investments	$	7,155,137		$	442,754,742	$	—
Futures Contracts – Long*	$	184,907		$	—	$	—
Futures Contracts – Short*	$	(305,137	)	$	—	$	—
Sustainable Bond Fund
Corporate Bonds & Notes	$	—		$	104,080,728	$	—
Mortgage Backed Securities		—			104,089,390		—
Asset Backed Securities		—			27,574,209		—
Foreign Government Bonds		—			15,960,816		—
U.S. Treasury Notes		—			21,305,253		—
Municipal Bonds		—			9,643,557		—
Short-Term Investments		14,224,459			249,999		—
Total Investments	$	14,224,459		$	282,903,952	$	—
Futures Contracts – Long*	$	93,400		$	—	$	—
Futures Contracts – Short*	$	(233,627	)	$	—	$	—
Maryland Bond Fund
Municipal Bonds	$	—		$	179,333,412	$	—
Short-Term Investments		3,092,172			—		—
Total Investments	$	3,092,172		$	179,333,412	$	—
Tax-Exempt Bond Fund
Municipal Bonds	$	—		$	1,225,237,458	$	—
Short-Term Investments		17,834,958			—		—
Total Investments	$	17,834,958		$	1,225,237,458	$	—
Tax-Exempt Sustainable Bond Fund
Municipal Bonds	$	—		$	210,037,025	$	—
Short-Term Investments		6,414,569			—		—
Total Investments	$	6,414,569		$	210,037,025	$	—
Mortgage Securities Fund
Mortgage Backed Securities	$	—		$	348,353,452	$	—
Asset Backed Securities		—			20,138,827		—
Municipal Bonds		—			607,978		—
Corporate Bonds & Notes		—			497,973		—
Short-Term Investments		12,831,284			—		—
Total Investments	$	12,831,284		$	369,598,230	$	—
Futures Contracts – Long*	$	14,636		$	—	$	—
Futures Contracts – Short*	$	(57,204	)	$	—	$	—
WMC Strategic European Equity Fund
Common Stocks:
Austria	$	1,146,817		$	13,638,788	$	—
Belgium		—			17,005,783		—
Czech Republic		—			5,755,285		—
Denmark		1,074,886			—		—
France		—			57,467,874		—
Germany		—			55,610,807		—
Italy		—			725,805		—
Netherlands		—			19,389,591		—
Portugal		—			7,266,697		—
Spain		—			7,487,582		—
Sweden		—			47,078,988		—
Switzerland		—			42,280,396		—
United Kingdom		3,284,587			162,993,152		—
Preferred Stocks		—			2,937,374		—
Short-Term Investments		9,634,747			—		—
Total Investments	$	15,141,037		$	439,638,122	$	—

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107

Notes to Financial Statements

December 31, 2021 (Unaudited)

	Level 1		Level 2		Level 3
Emerging Markets Select Fund
Common Stocks:
Brazil	$	—	$	7,737,379	$	—
China		27,050,872		177,948,867		2,098
Czech Republic		4,847,500		—		—
Hungary		—		4,583,356		—
India		—		86,858,725		—
Indonesia		—		3,330,936		—
Russia		—		11,440,228		—
Singapore		—		12,364,998		—
South Africa		—		4,751,091		—
South Korea		—		62,673,621		—
Taiwan		—		94,090,567		—
Thailand		—		7,918,217		—
Turkey		3,244,136		2,442,298		—
United Arab Emirates		—		5,638,513		—
United Kingdom		—		6,035,303		—
United States		13,202,277		—		—
Preferred Stocks		—		13,891,857		—
Exchanged Traded Funds		6,722,683		—		—
Short-Term Investments		25,535,745		—		—
Total Investments	$	80,603,213	$	501,705,956	$	2,098
Beutel Goodman Large-Cap Value Fund
Common Stocks	$	1,125,226,991	$	—	$	—
Short-Term Investments		31,354,095		—		—
Total Investments	$	1,156,581,086	$	—	$	—

^	Real Estate Investment Trusts
*	Amounts presented for Futures Contracts represent total unrealized appreciation (depreciation) as of the date of this report.

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, 2021	$	1,783,450
Purchases		—
Distributions / returns of capital		(168,000	)
Realized gains		168,000
Change in unrealized appreciation (depreciation)		367,970
Balance as December 31, 2021	$	2,151,420
Change in unrealized appreciation (depreciation) for Level 3 investments held at December 31, 2021	$	367,970

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.

Emerging Markets Select Fund	Common Stock
Balance as of June 30, 2021	$	2,107
Change in unrealized appreciation (depreciation)		(9	)
Balance as of December 31, 2021	$	2,098
Change in unrealized appreciation (depreciation) for Level 3 investments held at December 31, 2021	$	(9	)

Common Stock – The inputs utilized in valuing the common stock consist of information disclosed by the Audit Committee of Brilliance China Automotive Holdings, Ltd. (“Brilliance China”) which indicated that certain wholly owned subsidiaries have entered into unauthorized transactions resulting in material unknown and unauthorized liabilities for Brilliance China. The discovery of these liabilities, litigation related to these liabilities, as well as the search for any additional unknown liabilities has resulted in Brilliance China’s annual audit being delayed indefinitely and past the March 31, 2021 deadline for the company to continue trading on the Hong Kong Stock Exchange.

B. Securities Transactions and Investment Income – Investment securities transactions are accounted for on trade date. Discounts/premiums on debt securities purchased are accreted/amortized to contractual maturity, estimated maturity, or next call date, as applicable. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income

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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.

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, 2021.

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. Tender Option Bonds – Maryland Bond Fund, Tax-Exempt Bond Fund and Tax-Exempt Sustainable Bond Fund may engage in tender option bond (“TOB”) transactions up to 5% of its net assets which are accounted for by the funds as a secured borrowing. In a typical TOB transaction, a Fund or another party deposits fixed-rate municipal bonds or other securities into a special purposes entity, referred to as a tender option bond trust (a “TOB Trust”). The TOB Trust generally issues short-term floating rate interests (“Floaters”), which are generally sold to third party investors (often money market funds) and residual interests (“Residual Interests”), which are generally held by the Fund or party that contributed the securities to the TOB Trust. The interest rates payable on the Residual Interests bear an inverse relationship to the interest rate on the Floaters. The interest rate

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on the Floaters is reset by a remarketing process typically every 7 to 35 days. After income is paid on the Floaters at current, short-term rates, the residual income from the underlying bond held by the TOB Trust goes to the Residual Interests. If a Fund is the depositor of the municipal bonds or other securities to the TOB Trust, the Fund will receive the proceeds from the TOB Trust’s sale of the Floaters, less certain transaction costs. These proceeds may be used by the Fund to invest in other securities, which would have a leveraging effect on the Fund.

Residual Interests may be more volatile and less liquid than other municipal bonds of comparable maturity. In most circumstances, the holder of the Residual Interests bears substantially all of the underlying bond’s downside investment risk and also benefits from any appreciation in the value of the underlying bond. Investments in Residual Interests typically will involve greater risk than investments in the underlying municipal bond, including the risk of loss of principal. Because changes in the interest rate on the Floaters inversely affect the residual interest paid on the Residual Interests, the value of the Residual Interests is generally more volatile than that of a fixed-rate municipal bond. Floaters and Residual Interests are subject to interest rate adjustment formulas which generally reduce or, in the extreme, eliminate the interest received by the Residual Interests when short-term interest rates rise, and increase the interest received when short-term interest rates fall.

The Residual Interests held by a Fund provide the Fund with the right to: (1) cause the holders of the Floaters to tender their notes at par, and (2) cause the sale of the underlying bond held by the TOB Trust, thereby collapsing the TOB Trust. A Fund may invest in a TOB Trust on either a non-recourse and recourse basis. Each Fund does not currently intend to invest in a TOB Trust on a recourse basis, although each Fund reserves the right to do so in the future. TOB Trusts are typically supported by a liquidity facility provided by a third-party bank or other financial institution (the “Liquidity Provider”) that allows the holders of the Floaters to tender their Floaters in exchange for payment of par plus accrued interest on any business day (subject to the non-occurrence of a TOTE, as such term is defined below). Depending on the structure of the TOB Trust, the Liquidity Provider may purchase the tendered Floaters, or the TOB Trust may draw upon a loan from the Liquidity Provider to purchase the tendered Floaters.

The TOB Trust may also be collapsed without the consent of a Fund, as the holder of the Residual Interest, upon the occurrence of certain “tender option termination events” (or “TOTEs”) as defined in the TOB Trust agreements. Such termination events typically include the bankruptcy or default of the municipal bond, a substantial downgrade in credit quality of the municipal bond, or a judgment or ruling that interest on the underlying municipal bond is subject to federal income taxation. Upon the occurrence of a TOTE, the TOB Trust would generally be liquidated in full with the proceeds typically applied first to any accrued fees owed to the trustee, remarketing agent and liquidity provider, and then to the holders of the Floaters up to par plus accrued interest owed on the Floaters and a portion of gain share, if any, with the balance paid out to the holder of the Residual Interests. In the case of a mandatory termination event, as defined in the TOB Trust agreements, after the payment of fees, the holders of the Floaters would be paid before the holders of the Residual Interests (i.e., the Fund). In contrast, in the case of a TOTE, after payment of fees, the holders of the Floaters and the holders of the Residual Interests would be paid pro rata in proportion to the respective face values of their certificates.

The use of Residual Interests will require the Fund to earmark or segregate liquid assets in an amount equal to any Floaters, plus any accrued but unpaid interest due on the Floaters, issued by a TOB Trust sponsored by, or on behalf of, the Fund that are not owned by the Fund. The use of Residual Interests may also require the Fund to earmark or segregate liquid assets in an amount equal to loans provided by the Liquidity Provider to the TOB Trust to purchase tendered Floaters. The Fund reserves the right to modify its asset segregation policies in the future to the extent that such changes are in accordance with applicable regulations or interpretations.

Under GAAP, securities of a Fund that are deposited into a TOB Trust continue to be treated as investments of the Fund and are presented on the Fund’s Schedule of Investments and outstanding Floaters issued by a TOB Trust are presented as “Floating rate note obligations, interest and fees” in the liabilities section of the Fund’s Statement of Assets and Liabilities and also includes interest and fees associated with the floating rate obligations. Interest income from the underlying security is recorded by the Fund on an accrual basis and included as part of “Interest Income” on the Statements of Operations. Interest expense and other fees incurred on the Floaters is included on the Statement of Operations as “Interest expense and fees on floating rate note obligations”. During the six months ended as of the date of this report, the Tax-Exempt Bond Fund and Tax-Exempt Sustainable Bond Fund engaged in TOB transactions and $53,965 and $5,390 of such expenses were incurred, respectively. As of the date of this report, the Tax-Exempt Bond Fund and Tax-Exempt Sustainable Bond Fund have $25,425,000 and $4,000,000, respectively, in outstanding floating rate obligations related to its tender option bond transactions. The average amount of outstanding floating rate note obligations during the period of this report was $21,768,750 and $1,562,500, respectively.

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H. 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, 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.

I. 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.

J. 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.

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 (2018-2020) as of June 30, 2021 or are expected to be taken in the Funds’ 2021 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.

K. Redemption Fees – A shareholder who redeems or exchanges shares of the Funds within fourteen days of purchase will 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.

L. 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.

M. New Accounting Pronouncements – In March 2020 the FASB issued ASU 2020-04 Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial Reporting. The main objective of this ASU is to provide relief to companies that will be impacted by the expected change in benchmark interest rates at the end of 2021. At the end of 2021, participating banks will no longer be required to submit London Interbank Offered Rate (“LIBOR”) quotes to the UK Financial Conduct Authority. This ASU allows companies to account for modifications as a continuance of the existing contract without additional analysis when certain conditions are met. Management is currently assessing the impact of this ASU on the Funds.

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%
Sustainable Small-Cap Core	0.85%	Mortgage Securities Fund	0.30%
Global Leaders1	0.65%	WMC Strategic European Equity2	0.90%
Intermediate Income	0.30%	Emerging Markets Select2,3	0.90%
Total Return	0.30%	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, Sustainable Growth and Mid-Cap Growth	0.82%	0.97%	1.22%
Equity Income	0.76%	0.91%	1.16%
Small-Cap Growth	1.04%	1.19%	1.44%
Small-Cap Fundamental Value	1.03%	1.18%	1.43%
Sustainable Small-Cap Core	0.93%	1.08%	1.33%
Global Leaders	0.87%	1.02%	1.27%
Intermediate Income	0.48%	0.53%	0.78%
Total Return and Sustainable Bond	0.53%	0.58%	0.83%
Maryland Bond and Mortgage Securities	0.55%	0.60%	0.85%
Tax-Exempt Bond and Tax-Exempt Sustainable Bond	0.62%	0.67%	0.92%
WMC Strategic European Equity	1.11%	1.26%	1.51%
Emerging Markets Select	1.17%	1.32%	1.57%
Beutel Goodman Large-Cap Value	0.70%	0.85%	1.10%

During the six months ended December 31, 2021, the Adviser waived $8,232 in expenses for Equity Income Fund and $20.249 in expenses for Sustainable Small-Cap Core 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,
	2022		2023		2024		Total
Equity Income Fund	$	—	$	—	$	20,506	$	20,506
Mid-Cap Growth Fund		103,738		125,645		53,751		283,134
Global Leaders Fund		231,484		260,299		84,839		576,622

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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.

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, 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, 2021, the Intermediate Income Fund owned shares of the Mortgage Securities Fund with a total value of $19,583,926, or 11.9% 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). For the six months ended December 31, 2021, the Intermediate Income Fund waived $30,464 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 for the six months ended December 31, 2021:

			Net	Change In
Beginning			Realized	Unrealized	Ending			Shares
Market Value			Gains	Appreciation	Market Value	Dividend	Capital Gain	Owned at
06/30/2021	Purchases	Sales	(Losses)	(Depreciation)	12/31/2021	Income	Distributions	12/31/2021
$20,785,301	$—	$(960,000)	$7,704	$(249,079)	$19,583,926	$123,650	$—	1,877,653

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, 2021,WMC Strategic European Equity Fund engaged in securities purchases of $338,998. 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, for the six months ended December 31, 2021 were as follows:

Fund	Purchases		Sales		Fund	Purchases		Sales
Growth Equity	$	286,897,945	$	444,682,489	Total Return	$	304,338,244	$	342,546,769
Flexible Equity		26,539,965		23,242,163	Sustainable Bond		201,895,405		135,105,758
Equity Income		5,345,866		8,749,376	Maryland Bond		8,957,088		9,784,294
Sustainable Growth		1,350,513,770		511,230,312	Tax-Exempt Bond		266,387,573		230,978,171
Mid-Cap Growth		42,217,091		50,003,481	Tax-Exempt Sustainable Bond		87,690,785		50,397,047
Small-Cap Growth		196,612,476		442,160,014	Mortgage Securities		329,859,214		243,930,990
Small-Cap Fundamental Value		214,387,368		210,704,658	WMC Strategic European Equity		84,428,862		97,705,596
Sustainable Small-Cap Core		26,515,906		724,583	Emerging Markets Select		235,474,669		164,938,367
Global Leaders		253,631,521		120,701,904	Beutel Goodman Large-Cap Value		273,714,798		247,334,681
Intermediate Income		41,744,754		50,267,970

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 for the six months ended December 31, 2021 as follows:

Fund	Purchases		Sales		Fund	Purchases		Sales
Intermediate Income	$	—	$	11,283,984	Sustainable Bond	$	2,771,418	$	—
Total Return		9,269,208		47,691,842

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, 2021 is estimated):

	Tax-Exempt Income				Ordinary Income				Long-Term Capital Gain^
	December 31,		June 30,		December 31,		June 30,		December 31,		June 30,
Fund	2021		2021		2021		2021		2021		2021
Growth Equity	$	—	$	—	$	8,674,441	$	19,356,054	$	411,220,505	$	132,029,478
Flexible Equity		—		—		4,916,461		3,717,208		22,220,388		14,653,627
Equity Income		—		—		914,622		1,331,032		7,559,290		4,119,001
Sustainable Growth		—		—		21,264,804		—		110,478,892		—
Mid-Cap Growth		—		—		7,959,572		—		8,544,906		—
Small-Cap Growth		—		—		12,395,753		—		259,770,908		17,876,780
Small-Cap Fundamental Value		—		—		3,250,435		5,121,628		4,127,381		—
Sustainable Small-Cap Core		—		N/A		—		N/A		—		N/A
Global Leaders		—		—		12,129,230		1,300,616		3,919,364		—
Intermediate Income		—		—		1,131,033		2,059,884		1,253,947		—
Total Return		—		—		7,407,411		8,705,386		3,950,223		5,778,192
Sustainable Bond		—		—		2,488,103		4,235,965		3,139,180		2,534,278
Maryland Bond		2,042,607		4,239,317		2,545		4,387		—		—
Tax-Exempt Bond		15,610,545		29,962,749		169,862		9,644		5,373,259		—
Tax-Exempt Sustainable Bond		2,447,765		2,440,169		46,231		119,130		908,670		—
Mortgage Securities		—		—		1,966,753		1,621,166		—		—
WMC Strategic European Equity		—		—		13,640,249		2,149,303		29,108,377		19,961,149
Emerging Markets Select		—		—		3,800,392		2,160,276		—		—
Beutel Goodman Large-Cap Value		—		—		58,920,702		22,311,318		41,288,191		—

^ 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 to zero as of the date of this report.

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At June 30, 2021, 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	$	1,630,925,353		$	282,026,029		$	45,908,604		$	3,467,254,960		$	134,585,735		$	1,659,273,074
Unrealized appreciation		1,904,029,519			429,755,845			43,230,703			2,197,387,916			59,819,689			931,533,337
Unrealized depreciation		(7,155,027	)		(2,697,001	)		(165,053	)		(21,575,626	)		(2,085,546	)		(26,513,992	)
Net unrealized app (dep)		1,896,874,492			427,058,844			43,065,650			2,175,812,290			57,734,143			905,019,345
Undistributed income		1,757,252			4,843,791			400,307			9,884,827			7,125,510			12,395,676
Undistributed capital gains		284,981,194			14,722,064			6,927,266			82,719,035			5,947,525			162,591,874
Total undistributed earnings		286,738,446			19,565,855			7,327,573			92,603,862			13,073,035			174,987,550
Other accumulated gains (losses)		—			—			—			—			—			—
Total distributable earnings (losses)	$	2,183,612,938		$	446,624,699		$	50,393,223		$	2,268,416,152		$	70,807,178		$	1,080,006,895
	Small-Cap			Global			Intermediate			Total			Sustainable			Maryland
	Fundamental			Leaders			Income			Return			Bond			Bond
	Value Fund			Fund			Fund			Fund			Fund			Fund
Cost of investments	$	831,274,690		$	867,568,788		$	167,795,088		$	473,013,295		$	239,443,690		$	177,198,860
Unrealized appreciation		441,948,995			387,786,309			3,511,634			13,174,798			5,876,186			7,578,861
Unrealized depreciation		(31,229,807	)		(11,959,345	)		(768,194	)		(1,714,075	)		(593,371	)		(464,405	)
Net unrealized app (dep)		410,719,188			375,826,964			2,743,440			11,460,723			5,282,815			7,114,456
Undistributed income		1,950,053			7,101,627			311,596			3,648,653			584,641		259,982		^
Undistributed capital gains		—			—			1,253,851			—			817,819			—
Total undistributed earnings		1,950,053			7,101,627			1,565,447			3,648,653			1,402,460		259,982		^
Other accumulated gains (losses)		(29,883,831	)		8,558			(106,176	)		(360,927	)		(189,323	)		(2,046,363	)
Total distributable earnings (losses)	$	382,785,410		$	382,937,149		$	4,202,711		$	14,748,449		$	6,495,952		$	5,328,075
	Tax-Exempt			Tax-Exempt			Mortgage			WMC Strategic			Emerging			Beutel Goodman
	Bond			Sustainable			Securities			European			Markets			Large-Cap
	Fund			Bond			Fund			Equity Fund			Select Fund			Value Fund
Cost of investments	$	1,166,081,943		$	175,884,081		$	343,048,056		$	387,567,139		$	433,416,969		$	972,160,001
Unrealized appreciation		51,412,700			3,954,244			14,045,332			98,138,834			124,572,937			199,724,263
Unrealized depreciation		(5,066,294	)		(400,817	)		(3,184,096	)		(30,053,179	)		(22,812,113	)		(20,756,139	)
Net unrealized app (dep)		46,346,406			3,553,427			10,861,236			68,085,655			101,760,824			178,968,124
Undistributed income	1,963,701		^	1,205,418		^		282,496			8,421,667			1,096,629			38,937,544
Undistributed capital gains		548,920			757,043			—			21,701,630			—			18,252,560
Total undistributed earnings	2,512,621		^	1,962,461		^		282,496			30,123,297			1,096,629			57,190,104
Other accumulated gains (losses)		(1,963,701	)		(172,569	)		(3,138,976	)		122,218			(19,020,135	)		—
Total distributable earnings (losses)	$	46,895,326		$	5,343,319		$	8,004,756		$	98,331,170		$	83,837,318		$	236,158,228

^ Represents income that is exempt from federal income taxes.

At June 30, 2021 the differences between tax basis and book basis amounts are primarily due to wash sales, post-October losses, post-December ordinary losses, timing differences related to the amortization of premium on certain fixed income securities, and distributions payable.

Note 6. Futures Contracts

The Total Return Fund, Sustainable Bond Fund, and Mortgage Securities Fund invested in futures contracts during the six months ended December 31, 2021. 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 value of the futures contracts,

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115

Notes to Financial Statements

December 31, 2021 (Unaudited)

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, if there are any, are included on the Statements of Assets and Liabilities as part of “Total investments, at value”. These securities are also tickmarked on the Schedules of Investments as being pledged in connection with open futures contracts.

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 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 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, 2021, investments in futures contracts were as follows:

		Average Notional Value Outstanding
Fund	Risk Type	Long Futures Contracts			Short Futures Contracts
Total Return	Interest Rate		$	103,642,647		$	(115,037,067	)
Sustainable Bond	Interest Rate			46,993,450			(70,332,130	)
Mortgage Securities	Interest Rate			9,509,381			(30,961,446	)

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, 2021, 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, 2021 was 3.25% (prime rate). The following table shows the details of the Funds’ borrowing activity during the six months ended December 31, 2021. Funds that are not listed did not utilize the line of credit during the period.

	Maximum
	Outstanding	Average	Total Interest	Average Annual
Fund	Balance	Daily Balance	Expense Incurred	Interest Rate
WMC Strategic European Equity	$499,000	$2,712	$45	3.25%

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116

Notes to Financial Statements

December 31, 2021 (Unaudited)

Note 8. COVID-19

The global outbreak of COVID-19 (commonly referred to as “coronavirus”) has significantly disrupted economic markets. The ultimate short-term and long-term impact on economies, markets, industries, and individual issuers in which the Funds invest is unknown. The financial performance of the issuers of securities in which the Funds invest depends on future developments including the duration and spread of the outbreak. This uncertainty may adversely affect the value and liquidity of the Funds’ investments.

Note 9. Subsequent Events

On February 24, 2022, Russia commenced a military attack on Ukraine. The outbreak of hostilities between the two countries could result in more widespread conflict and could have a severe adverse effect on the region and the markets. In addition, sanctions imposed on Russia by the United States and other countries, and any sanctions imposed in the future could have a significant adverse impact on the Russian economy and related markets. The price and liquidity of investments may fluctuate widely as a result of the conflict and related events. How long such conflict and related events will last and whether it will escalate further cannot be predicted, nor its effect on the Funds.

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, 2021 that would require recognition or disclosure in these financial statements.

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117

Expense Example For the Six Months Ended December 31, 2021 (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, 2021 – December 31, 2021).

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, 2021	December 31, 2021	the Period*	December 31, 2021	the Period*	Ratio*
Growth Equity Fund
Institutional Shares	$1,000.00	$1,057.40	$3.37	$1,021.93	$3.31	0.65%
Investor Shares	$1,000.00	$1,056.40	$4.15	$1,021.17	$4.08	0.80%
Advisor Shares	$1,000.00	$1,055.30	$5.44	$1,019.91	$5.35	1.05%
Flexible Equity Fund
Institutional Shares	$1,000.00	$1,058.90	$2.75	$1,022.53	$2.70	0.53%
Investor Shares	$1,000.00	$1,058.20	$3.53	$1,021.78	$3.47	0.68%
Advisor Shares	$1,000.00	$1,056.70	$4.82	$1,020.52	$4.74	0.93%
Equity Income Fund
Institutional Shares	$1,000.00	$1,116.50	$4.05	$1,021.37	$3.87	0.76%
Investor Shares	$1,000.00	$1,116.40	$4.85	$1,020.62	$4.63	0.91%
Advisor Shares	$1,000.00	$1,114.40	$6.18	$1,019.36	$5.90	1.16%

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118

Expense Example For the Six Months Ended December 31, 2021 (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, 2021	December 31, 2021	the Period*	December 31, 2021	the Period*	Ratio*
Sustainable Growth Fund
Institutional Shares	$1,000.00	$1,144.50	$3.35	$1,022.08	$3.16	0.62%
Investor Shares	$1,000.00	$1,143.50	$4.16	$1,021.32	$3.92	0.77%
Advisor Shares	$1,000.00	$1,142.00	$5.51	$1,020.06	$5.19	1.02%
Mid-Cap Growth Fund
Institutional Shares	$1,000.00	$   982.60	$3.90	$1,021.27	$3.97	0.78%
Investor Shares	$1,000.00	$   981.50	$4.64	$1,020.52	$4.74	0.93%
Small-Cap Growth Fund
Institutional Shares	$1,000.00	$   988.80	$4.76	$1,020.42	$4.84	0.95%
Investor Shares	$1,000.00	$   987.90	$5.51	$1,019.66	$5.60	1.10%
Advisor Shares	$1,000.00	$   986.50	$6.76	$1,018.40	$6.87	1.35%
Small-Cap Fundamental Value Fund
Institutional Shares	$1,000.00	$1,062.70	$4.94	$1,020.42	$4.84	0.95%
Investor Shares	$1,000.00	$1,061.70	$5.72	$1,019.66	$5.60	1.10%
Advisor Shares	$1,000.00	$1,060.40	$7.01	$1,018.40	$6.87	1.35%
Sustainable Small-Cap Core Fund
Institutional Shares	$1,000.00	$1,024.00	$2.37	$1,020.52	$4.74	0.93%
Investor Shares	$1,000.00	$1,024.00	$2.75	$1,019.76	$5.50	1.08%
Global Leaders Fund
Institutional Shares	$1,000.00	$1,053.40	$3.88	$1,021.42	$3.82	0.75%
Investor Shares	$1,000.00	$1,052.80	$4.66	$1,020.67	$4.58	0.90%
Intermediate Income Fund
Investor Shares	$1,000.00	$   993.40	$2.31	$1,022.89	$2.35	0.46%
Advisor Shares	$1,000.00	$   992.00	$3.56	$1,021.63	$3.62	0.71%
Total Return Fund
Institutional Shares	$1,000.00	$1,003.70	$2.12	$1,023.09	$2.14	0.42%
Investor Shares	$1,000.00	$1,003.40	$2.37	$1,022.84	$2.40	0.47%
Sustainable Bond Fund
Institutional Shares	$1,000.00	$1,002.00	$2.17	$1,023.04	$2.19	0.43%
Investor Shares	$1,000.00	$1,001.70	$2.42	$1,022.79	$2.45	0.48%
Maryland Bond Fund
Investor Shares	$1,000.00	$1,002.70	$2.37	$1,022.84	$2.40	0.47%
Tax-Exempt Bond Fund
Institutional Shares	$1,000.00	$1,003.90	$2.07	$1,023.14	$2.09	0.41%
Investor Shares	$1,000.00	$1,003.60	$2.32	$1,022.89	$2.35	0.46%
Tax-Exempt Sustainable Bond Fund
Investor Shares	$1,000.00	$1,006.60	$2.48	$1,022.74	$2.50	0.49%
Mortgage Securities Fund
Institutional Shares	$1,000.00	$   993.80	$2.21	$1,022.99	$2.24	0.44%
Investor Shares	$1,000.00	$   994.50	$2.46	$1,022.74	$2.50	0.49%
WMC Strategic European Equity Fund
Institutional Shares	$1,000.00	$1,034.50	$5.28	$1,020.01	$5.24	1.03%
Investor Shares	$1,000.00	$1,034.30	$6.05	$1,019.26	$6.01	1.18%
Advisor Shares	$1,000.00	$1,032.30	$7.33	$1,018.00	$7.27	1.43%

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119

Expense Example For the Six Months Ended December 31, 2021 (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, 2021	December 31, 2021	the Period*	December 31, 2021	the Period*	Ratio*
Emerging Markets Select Fund
Institutional Shares	$1,000.00	$   947.50	$5.40	$1,019.66	$5.60	1.10%
Investor Shares	$1,000.00	$   946.80	$6.13	$1,018.90	$6.36	1.25%
Advisor Shares	$1,000.00	$   945.90	$7.36	$1,017.64	$7.63	1.50%
Beutel Goodman Large-Cap Value Fund
Institutional Shares	$1,000.00	$   990.50	$2.76	$1,022.43	$2.80	0.55%
Investor Shares	$1,000.00	$   990.20	$3.51	$1,021.68	$3.57	0.70%

* 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 (365).  Actual expense information for Sustainable Small-Cap Core Fund is based on the period from its commencement of operations on October 1, 2021 to the end of the period on December 31, 2021 (92 days in a 365 day fiscal year).

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120

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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

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) the continuation of each of the applicable Sub-Advisory Agreements that are being considered for continuation.  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 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 initially approve the Investment Advisory Agreement with respect to each newly established Fund that is 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 Sub-Advisory Agreements.  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; (4) the approval of the continuation of each of the Sub-Investment Advisory Agreements for the Brown Advisory Emerging Markets Select Fund; and (5) the initial approval of the Investment Advisory Agreement for the recently established Brown Advisory Sustainable Small-Cap Core 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 each of the 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 during a video conference meeting held on September 1, 2021.  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, 2022.

Following their review and consideration, the Trustees determined that the continuation of the Investment Advisory Agreement with respect to each of the 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

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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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

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 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.

In connection with their consideration of these matters, the members of the Board took into consideration their discussions with the representatives of Brown Advisory regarding various matters with respect to the firm’s ongoing business operations, including with respect to the impact of the COVID-19 pandemic on the continuity of their business operations and on their personnel as well as with respect to each of the Sub-Advisers.

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, 2021, 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 primary benchmark index 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 underperformed its primary benchmark index, the S&P 500 Index, for the one-, three- and five-year periods ended June 30, 2021.  The Board noted that the Institutional Shares of the Fund had also underperformed its peer group median for the one-, three- and five-year periods ended June 30, 2021.  The members of the Board also considered and discussed the factors contributing to the Fund’s underperformance and they reviewed them with the Adviser.

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 one-, three-, five- and ten-year periods ended June 30, 2021. The Board noted that the Institutional Shares of the Fund had underperformed its peer group median for the three- and five-year periods ended June 30, 2021, but had outperformed it peer group median for the one-year period ended June 30, 2021 and had performed in line with the peer group median for the ten-year period ended June 30, 2021.

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 underperformed its primary benchmark index, the Russell 1000 Growth Index, for the one-, three-, five- and ten-year periods ended June 30, 2021.  The Board noted that the Institutional Shares of the Fund had underperformed its peer group median for the one- and ten-year periods ended June 30, 2021, but had outperformed its peer group median for the three- and five-year periods ended June 30, 2021.  The members of the Board also considered and discussed the factors contributing to the Fund’s underperformance and they reviewed them with the Adviser.

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 underperformed its primary benchmark index, the Russell 2000 Value Index, for the one-, three-, five- and ten-year periods ended June 30, 2021.  The Board noted that the Institutional Shares of the Fund had also underperformed its peer group median for the one-, three-, five- and ten-year periods ended June 30, 2021.  The members of the Board also considered and discussed the factors contributing to the Fund’s underperformance 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 three- and ten-year periods ended June 30, 2021, but had underperformed its benchmark index for the one- and five-year periods ended June 30, 2021. The Board noted that the Institutional Shares of the Fund had outperformed its peer group median for the three-year period ended June 30, 2021, but had underperformed its peer group median for the one-, five- and ten-year periods

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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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

ended June 30, 2021.  The members of the Board also considered and discussed the factors contributing to the Fund’s underperformance and they reviewed them with the Adviser.

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 underperformed its primary benchmark index, the Russell 1000 Growth Index, for the one-year period ended June 30, 2021, but had outperformed its benchmark index for the three- and five-year periods ended June 30, 2021.  The Board noted that the Institutional Shares of the Fund had underperformed its peer group median for the one-year period ended June 30, 2021, but had outperformed its peer group median for the three- and five-year periods ended June 30, 2021.

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 Intermediate US Aggregate Bond Index, for the three- and ten-year periods ended June 30, 2021, but had outperformed its benchmark index for the one- and five-year periods ended June 30, 2021.  The Board noted that the Investor Shares of the Fund had underperformed its peer group median for the three-, five- and ten-year periods ended June 30, 2021, but had outperformed its peer group median for the one-year period ended June 30, 2021.  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 1-10 Year Blended Municipal Bond Index, for the one-year period ended June 30, 2021, but had underperformed its benchmark index for the three- and ten-year periods ended June 30, 2021 and performed in line with its benchmark index for the five-year period ended June 30, 2021.  The Board noted that the Investor Shares of the Fund had underperformed its peer group median for the three- and ten-year periods ended June 30, 2021, but had outperformed its peer group median for the one- and five-year periods ended June 30, 2021.  The members of the Board considered and discussed the factors contributing to the Fund’s underperformance and they reviewed them with the Adviser.

9.  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 1-10 Year Blended Municipal Bond Index, for the one-, three- and five-year periods ended June 30, 2021. The Board noted that the Institutional Shares of the Fund had also outperformed its peer group median for the one-, three- and five-year periods ended June 30, 2021.

10.  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 outperformed its primary benchmark index, the FTSE Emerging Index, for the one-year period ended June 30, 2021, but had underperformed its benchmark index for the three- and five-year periods ended June 30, 2021.  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, 2021.  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 and the Fund became subject to new principal investment strategies at that time.

11.  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-year period ended June 30, 2021, but had outperformed its benchmark index for the three- and five-year periods ended June 30, 2021. The Board noted that the Institutional Shares of the Fund had underperformed its peer group

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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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

median for the one-, three- and five-year periods ended June 30, 2021.  The members of the Board also considered and discussed the factors contributing to the Fund’s underperformance and they reviewed them with the Adviser.

12.  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 Mortgage Backed Securities Index, for the one-, three- and five-year periods ended June 30, 2021.  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, 2021.

13.  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 US Aggregate Bond Index, for the one-, three- and five-year periods ended June 30, 2021.  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, 2021.

14.  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 three- and five-year periods ended June 30, 2021, but had underperformed its benchmark index for the one-year period ended June 30, 2021. The Board noted that the Institutional Shares of the Fund had outperformed its peer group median for the five-year period ended June 30, 2021 but had underperformed its peer group median for the one- and three-year periods ended June 30, 2021.  The members of the Board also considered and discussed the factors contributing to the Fund’s underperformance and they reviewed them with the Adviser.

15. 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 underperformed its primary benchmark index, the Russell Midcap Growth Index, for the one- and three-year periods ended June 30, 2021.  The Board noted that the Institutional Shares of the Fund had underperformed its peer group median for the one-year period ended June 30, 2021, but had outperformed its peer group median for the three-year period ended June 30, 2021.

16. 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 outperformed its primary benchmark index, the Bloomberg US Aggregate Bond Index, for the one- and three-year periods ended June 30, 2021.  The Board noted that the Institutional Shares of the Fund had underperformed its peer group median for the one-year period ended June 30, 2021, but had outperformed its peer group median for the three-year period ended June 30, 2021.

17.  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 three-year period ended June 30, 2021, but had underperformed its benchmark index for the one-year period ended June 30, 2021.  The Board noted that the Institutional Shares of the Fund had outperformed its peer group median for the three-year period ended June 30, 2021, but had underperformed its peer group median for the one-year period ended June 30, 2021.  The members of the Board also considered and discussed the factors contributing to the Fund’s underperformance and they reviewed them with the Adviser.

18.  Tax-Exempt Sustainable Bond Fund

The Board then reviewed information and materials regarding the performance results for the Tax-Exempt Sustainable Bond Fund, noting that the Investor Shares of the Fund had outperformed its primary benchmark index, the Bloomberg 1-10 Year

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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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

Blended Municipal Bond Index, for the one-year period ended June 30, 2021.  The Board noted that the Investor Shares of the Fund had outperformed its peer group median for the one-year period ended June 30, 2021.  The Board also noted that, because the Fund commenced operations in December 2019, 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, 2022, 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 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 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 0.76%, which was 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 0.43% 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 0.54%, 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 0.57% 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 0.67%, which was below the median net expense ratio of its peer funds.  The Board took into account that the

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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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

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 0.95%, which was lower than 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 in line with the median compared to its peer funds.  The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 0.95%, 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 0.55% 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 0.65%, 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 $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 0.48%, which was lower than the median net expense ratio of its peer funds.

9.  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 0.40%, which was lower than the median net expense ratio of its peer funds.

10.  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 1.12%, which was lower than the median net expense ratio of its peer funds.

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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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

11.  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 of its peer funds. The Board also noted that the net expense ratio of the Fund’s Institutional Shares was 1.05%, which was lower than the median net expense ratio of its peer funds.

12.  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 0.45%, which was lower than the median net expense ratio of its peer funds.

13.  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 0.42%, which was lower than the median net expense ratio of its peer funds.

14.  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 0.76%, which was lower than the median net expense ratio of its peer funds.

15.  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 0.79%, which was lower than the median net expense ratio of its peer funds.

16.  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 0.45%, which was lower than the median net expense ratio of its peer funds.

17.  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 0.55%, which was lower than the median net expense ratio of its peer funds.

18.  Tax-Exempt Sustainable Bond Fund

The Board then reviewed expense information and materials for the Tax-Exempt 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 Investor Shares was 0.49%, which was in line with 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

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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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

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 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.  The Trustees further noted that they will have the opportunity to periodically re-examine whether any of the Funds not currently subject to breakpoints 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 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.

Additionally, the Trustees considered the overall nature and extent of the risks incurred by the Adviser as a result of managing its own proprietary family of mutual funds, which risks include, but are not necessarily limited to, entrepreneurial risk, reputational risk, financial risk, litigation risk, regulatory risk and business risk.

The Trustees also took into consideration the Adviser’s statements that the Adviser has in the past, and intends to continue to going forward, reinvest profits into its business in order to make the necessary investments in personnel and infrastructure to

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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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

continue to build out the Adviser’s portfolio management and research capabilities and its operational, technology, compliance and cybersecurity infrastructure.

The Trustees also reviewed with the Adviser the efforts that the Adviser has taken in response to recent regulatory developments relating to the Securities and Exchange Commission’s ongoing monitoring and oversight of various types of investment strategies and practices relating to ESG-related and sustainable-related investment practices, including with respect to marketing and disclosure in connection with such investment strategies and practices, and the Trustees considered the extensive resources that the Adviser has devoted to its sustainable investing business and to its compliance oversight operations that are related to its sustainable investing business.

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 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 1, 2021.

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.  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.

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 Wellington.  The Trustees considered various matters involving the respective services provided by each of Brown Advisory and Wellington 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 Wellington.  The Trustees considered that Brown Advisory is actively engaged in 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

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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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

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, 2022.  The Board also 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 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.

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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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established 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 1, 2021 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 Brown Advisory 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.  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 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.

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 Fund to limit the Fund’s operating expenses through October 31, 2022.  Accordingly, on the basis of the Board’s review of the fees charged by Brown Advisory Ltd. for sub-investment

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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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

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 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 1, 2021.

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.  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.

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.

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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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

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 Fund to limit the Funds’ operating expenses through October 31, 2022.  The Board also took note of the fact that the sub-advisory fees for the Fund had been separately negotiated by Brown Advisory and Beutel Goodman.  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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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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

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 Continuation of the Sub-Investment Advisory Agreements With Respect to the Brown Advisory Emerging Markets Select Fund

At their September 1, 2021 Board meeting, the Board also undertook the consideration of matters with respect to the proposed continuation of the Sub-Investment Advisory Agreements between Brown Advisory and Wellington and Pzena Investment Management LLC (“Pzena”) with respect to the Brown Advisory Emerging Markets Select 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 Agreements.  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 Agreements, and it is the duty of Brown Advisory, Wellington and Pzena, 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 Agreements between Brown Advisory and Wellington and Pzena, the Board of Trustees requested, and Brown Advisory, Wellington and Pzena provided, information and data relevant to the Board’s consideration.

Approval of the Continuation of the Sub-Investment Advisory Agreement with Wellington Management Company LLC

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 Wellington.  The Trustees considered various matters involving the respective services provided by each of Brown Advisory and Wellington in connection with the management and operation of Wellington’s allocated portion of the Fund’s portfolio and they took note of the extensive oversight duties performed by Brown Advisory including investment management and compliance oversight of the operations of Wellington.  The Trustees considered that Brown Advisory is actively engaged in 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 that have been allocated to Wellington to manage 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

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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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

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 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 for Wellington, 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 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 Fund to limit the Fund’s operating expenses through October 31, 2022.  The Board also 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 fees 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 with Wellington, 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 with Wellington 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 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.

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135

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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

Approval of the Continuation of the Sub-Investment Advisory Agreement with Pzena Investment Management LLC

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 Pzena.  The Trustees considered various matters involving the respective services provided by each of Brown Advisory and Pzena in connection with the management and operation of Pzena’s allocated portion of the Fund’s portfolio and they took note of the extensive oversight duties performed by Brown Advisory including investment management and compliance oversight of the operations of Pzena.  The Trustees considered that Brown Advisory is actively engaged in conducting an ongoing monitoring program involving Pzena’s investment activities with respect to Pzena’s day-to-day portfolio management of the Fund’s assets that have been allocated to Pzena to manage in order to make sure that Pzena 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 Pzena with respect to the Fund, Brown Advisory prepares extensive reports to the Board regarding the investment activities of Pzena, which reports contain detailed analyses of how Pzena is performing.

The Board reviewed and evaluated the information that Brown Advisory and Pzena 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 Pzena 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 Pzena is capable of providing high quality sub-advisory services to the Fund as indicated by the professional qualifications and experience of the portfolio managers for Pzena, and Pzena’s investment management processes.  On the basis of the Trustees’ assessment of the nature, extent and quality of the sub-advisory services provided by Pzena, the Trustees concluded that Pzena 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 Fund to limit the Fund’s operating expenses through October 31, 2022.  The Board also took note of the fact that the sub-advisory fees for the Fund had been separately negotiated by Brown Advisory and Pzena.  Accordingly, on the basis of the Board’s review of the fees charged by Pzena 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 fees 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 Pzena 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 Pzena from its relationship with the Fund (and any corresponding benefits to the Fund).  The Trustees concluded that other benefits that may be derived by Pzena 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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136

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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

Other Considerations. In approving the continuation of the Sub-Investment Advisory Agreement with Pzena, the Trustees determined that Pzena 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 Pzena, 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 Pzena 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 with Pzena 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 Pzena 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 Pzena and they determined that the sub-advisory fees for the Fund, as negotiated by Brown Advisory and Pzena, reasonably reflected the nature and extent of the services provided by Pzena with respect to the Fund.

6.  Board of Trustees Approval of the Adoption of the Investment Advisory Agreement With Respect to the Brown Advisory Sustainable Small-Cap Core Fund

During a video conference meeting of the Board held on May 11, 2021, 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 Sustainable Small-Cap Core Fund (the “New Fund”) in accordance with the Investment Company Act of 1940.  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, 2022, 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.

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

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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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

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, 2022.  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 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 performance track record in advertising materials, are reasonable and fair, and consistent with industry practice and the best

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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 Each of the Sub-Advised Funds; and (iii) the Adoption of the Investment Advisory Agreement for a Newly Established Fund

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 fee, and the Board determined that the advisory fee fairly compensates 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.

In connection with the New Fund’s sustainable-related investment strategy, the Trustees reviewed with the Adviser the efforts that the Adviser has taken in response to recent regulatory developments relating to the Securities and Exchange Commission’s ongoing monitoring and oversight of various types of investment strategies and practices relating to ESG-related and sustainable-related investment practices, including with respect to marketing and disclosure in connection with such investment strategies and practices, and the Trustees considered the extensive resources that the Adviser has devoted to its sustainable investing business and to its compliance oversight operations that are related to its sustainable investing business.

The Trustees also considered the Adviser’s plan to seek to balance growth oriented and value oriented small-cap holdings in the New Fund’s investment portfolio in order to ultimately achieve an overall core portfolio reflecting both growth and value components.

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 1000

Denver, CO 80203

CUSTODIAN

U.S. Bank, N.A.

Custody Operations

1555 North Rivercenter Drive, Suite 302

Milwaukee, WI 53212

TRANSFER AGENT

U.S. Bank Global Fund Services

P.O. Box 701

Milwaukee, WI 53201-0701

(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
Sustainable Small-Cap Core Fund	BAFYX	115233298	BIAYX	115233280	—	—-
Global Leaders Fund	BAFLX	115233355	BIALX	115233462	—	—
Sustainable International Leaders Fund	BAILX	115233272	BISLX	115233264	—	—
Intermediate Income Fund	—	—	BIAIX	115233744	BAIAX	115233736
Total Return Fund	BAFTX	115233538	BIATX	115233520	—	—
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	BIAVX	115233314	—	—

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 1. Reports to Stockholders (Continued).

(b) Not applicable.

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 7, 2022

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 7, 2022

By (Signature and Title)*    /s/Jason T. Meix

Jason T. Meix, Principal Financial Officer

Date    March 7, 2022

* Print the name and title of each signing officer under his or her signature.