STATEMENT
OF ADDITIONAL INFORMATION
BROWN
ADVISORY FUNDS
October
31, 2022
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Investment Adviser:
Brown Advisory
LLC
901
South Bond Street
Suite
400
Baltimore,
MD 21231
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Account
Information and Shareholder Services:
Brown
Advisory Funds
c/o
U.S. Bank Global Fund Services
P.O.
Box 701
Milwaukee,
WI 53201
(800)
540-6807 (toll free) or (414) 203-9064 |
BROWN
ADVISORY GROWTH EQUITY FUND
Institutional
Shares (BAFGX)
Investor
Shares (BIAGX)
Advisor
Shares (BAGAX) |
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BROWN
ADVISORY INTERMEDIATE INCOME FUND
Institutional
Shares (Not Available for Sale)
Investor
Shares (BIAIX)
Advisor
Shares (BAIAX) |
BROWN
ADVISORY FLEXIBLE EQUITY FUND
Institutional
Shares (BAFFX)
Investor
Shares (BIAFX)
Advisor
Shares (BAFAX) |
BROWN
ADVISORY TOTAL RETURN FUND
Institutional
Shares (BAFTX)
Investor
Shares (BIATX)
Advisor
Shares (Not Available for Sale) |
BROWN
ADVISORY EQUITY INCOME FUND
Institutional
Shares (BAFDX)
Investor
Shares (BIADX)
Advisor
Shares (BADAX) |
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BROWN
ADVISORY SUSTAINABLE BOND FUND
Institutional
Shares (BAISX)
Investor
Shares (BASBX)
Advisor
Shares (Not Available for Sale) |
BROWN
ADVISORY SUSTAINABLE GROWTH FUND
Institutional
Shares (BAFWX)
Investor
Shares (BIAWX)
Advisor
Shares (BAWAX) |
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BROWN
ADVISORY MARYLAND BOND FUND
Institutional
Shares (Not Available for Sale)
Investor
Shares (BIAMX)
Advisor
Shares (Not Available for Sale) |
BROWN
ADVISORY MID-CAP GROWTH FUND
Institutional
Shares (BAFMX)
Investor
Shares (BMIDX)
Advisor
Shares (Not Available for Sale) |
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BROWN
ADVISORY TAX-EXEMPT BOND FUND
Institutional
Shares (BTEIX)
Investor
Shares (BIAEX)
Advisor
Shares (Not Available for Sale) |
BROWN
ADVISORY SMALL-CAP GROWTH FUND
Institutional
Shares (BAFSX)
Investor
Shares (BIASX)
Advisor
Shares (BASAX) |
BROWN
ADVISORY TAX-EXEMPT SUSTAINABLE BOND FUND
Institutional
Shares (Not Available for Sale)
Investor
Shares (BITEX)
Advisor
Shares (Not Available for Sale) |
BROWN
ADVISORY SMALL-CAP FUNDAMENTAL
VALUE
FUND
Institutional
Shares (BAUUX)
Investor
Shares (BIAUX)
Advisor
Shares (BAUAX) |
BROWN
ADVISORY MORTGAGE SECURITIES FUND
Institutional
Shares (BAFZX)
Investor
Shares (BIAZX)
Advisor
Shares (Not Available for Sale) |
BROWN
ADVISORY SUSTAINABLE SMALL-CAP CORE FUND
Institutional
Shares (BAFYX)
Investor
Shares (BIAYX)
Advisor
Shares (Not Available for Sale) |
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BROWN
ADVISORY – WMC STRATEGIC EUROPEAN EQUITY FUND
Institutional
Shares (BAFHX)
Investor
Shares (BIAHX)
Advisor
Shares (BAHAX) |
BROWN
ADVISORY GLOBAL LEADERS FUND
Institutional
Shares (BAFLX)
Investor
Shares (BIALX)
Advisor
Shares (Not Available for Sale) |
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BROWN
ADVISORY EMERGING MARKETS SELECT FUND
Institutional
Shares (BAFQX)
Investor
Shares (BIAQX)
Advisor
Shares (BAQAX) |
BROWN
ADVISORY SUSTAINABLE INTERNATIONAL LEADERS FUND
Institutional
Shares (BAILX)
Investor
Shares (BISLX)
Advisor
Shares (Not Available for Sale) |
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BROWN
ADVISORY – BEUTEL GOODMAN LARGE-CAP VALUE FUND
Institutional
Shares (BVALX)
Investor
Shares (BIAVX)
Advisor
Shares (Not Available for Sale) |
This
Statement of Additional Information (the “SAI”) provides additional information
to the Prospectus dated October 31, 2022, as may be amended from time to
time. This SAI is not a prospectus and should only be read in conjunction with
the Prospectus. You may obtain the Prospectus without charge by contacting U.S.
Bank Global Fund Services at the address or telephone number listed above or by
visiting the Funds’ website at www.brownadvisory.com/mf.
Investors
in the Funds will be informed of the Funds’ progress through periodic
reports. Financial statements certified by an independent registered
public accounting firm will be submitted to shareholders at least
annually. Financial Statements for the Funds for the fiscal year
ended June 30, 2022, included in the Annual Report to shareholders, are
incorporated into this SAI by reference. Copies of the Annual
Report
may be obtained, without charge, upon request by contacting U.S. Bank Global
Fund Services at the address or telephone number listed above.
TABLE
OF CONTENTS
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A-1 |
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B-1 |
As
used in this SAI, the following terms have the meanings listed:
“Accountant”
means U.S. Bank Global Fund Services.
“Administrator”
means U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund
Services.
“Adviser”
means Brown Advisory LLC, the Funds’ investment adviser.
“Board”
means the Board of Trustees of the Trust.
“CFTC”
means Commodity Futures Trading Commission.
“Code”
means the Internal Revenue Code of 1986, as amended the rules thereunder, IRS
interpretations and any private letter rulings or similar authority upon which
the Funds may rely.
“Custodian”
means U.S. Bank National Association.
“Distributor”
means ALPS Distributors, Inc.
“Fund”
means each of 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 Sustainable
International 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, and Brown Advisory – Beutel Goodman Large-Cap Value
Fund.
“Fund
Services” means U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank
Global Fund Services.
“Independent
Trustee” means a Trustee that is not an interested person of the Trust as that
term is defined in Section 2(a)(19) of the 1940 Act.
“IRS”
means U.S. Internal Revenue Service.
“Moody’s”
means Moody’s Investors Service.
“NAV”
means net asset value per share.
“NRSRO”
means a nationally recognized statistical rating organization.
“SAI”
means Statement of Additional Information.
“SEC”
means the U.S. Securities and Exchange Commission.
“S&P”
means S&P Global Ratings.
“Sub-Adviser”
means Brown Advisory Limited, Wellington Management Company LLP, Pzena
Investment Management, LLC, and Beutel, Goodman & Company Ltd.
“Transfer
Agent” means U.S. Bancorp Fund Services, LLC, doing business as U.S. Bank Global
Fund Services.
“Trust”
means Brown Advisory Funds.
“U.S.”
means United States.
“U.S.
Government Securities” means obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities.
“1933
Act” means the Securities Act of 1933, as amended, and including rules and
regulations as promulgated thereunder.
“1934
Act” means the Securities Exchange Act of 1934, as amended, and including rules
and regulations as promulgated thereunder.
“1940
Act” means the Investment Company Act of 1940, as amended, and including rules
and regulations, SEC interpretations and any exemptive order applicable to the
Funds or interpretive relief promulgated thereunder.
The
Trust is a Delaware statutory trust organized on May 1, 2012, and is registered
with the SEC as an open-end management investment company. The Trust’s
Declaration of Trust (the “Declaration of Trust”) permits the Trust’s Board of
Trustees (the “Board”) to issue an unlimited number of full and fractional
shares of beneficial interest, without par value, which may be issued in any
number of series and classes, with each series representing a separate portfolio
of investments with its own investment objectives, policies and restrictions.
The Board may, from time to time, issue additional series, the assets and
liabilities of which will be separate and distinct from any other series. The
Trust currently offers 20 separate investment series, or mutual funds (the
“Funds”): 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 Sustainable
International 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, and Brown Advisory – Beutel Goodman Large-Cap Value Fund.
As
a Delaware statutory trust, the Trust is subject to Delaware law, including the
Delaware Statutory Trust Act. The Delaware Statutory Trust Act provides that a
shareholder of a Delaware statutory trust shall be entitled to the same
limitation of personal liability extended to shareholders of Delaware
corporations, and the Declaration of Trust further provides that no shareholder
of the Trust shall be personally liable for the obligations of the Trust or of
any series or class thereof except by reason of his or her own acts or conduct.
Fund
History
The
Trust’s initial two funds, the Brown Advisory Sustainable Growth Fund and the
Brown Advisory Tax-Exempt Bond Fund (the “Initial Funds”), became effective on
June 29, 2012. Each of the other Funds in the Trust (other than the Initial
Funds, the Brown Advisory Mid-Cap Growth Fund, the Brown Advisory Global Leaders
Fund, the Brown Advisory Total Return Fund, the Brown Advisory Sustainable Bond
Fund, the Brown Advisory Mortgage Securities Fund, the Brown Advisory – WMC
Strategic European Equity Fund, the Brown Advisory Emerging Markets Select Fund,
the Brown Advisory – Beutel Goodman Large-Cap Value Fund, and the Brown Advisory
Tax-Exempt Sustainable Bond Fund) became effective on October 19, 2012 and are
the successors in interest to certain funds having the same names and investment
objectives that were included as series of another investment company,
Professionally Managed Portfolios (the “PMP Trust”) and that were also advised
by the Funds’ investment adviser, Brown Advisory LLC (the “Predecessor Funds”).
On September 26, 2012, the shareholders of each of the Predecessor Funds
approved the reorganization of the Predecessor Funds with and into their
corresponding series of the Trust (the “Successor Funds”) and effective as of
the close of business on October 19, 2012, the assets and liabilities of each of
the Predecessor Funds were transferred to the Trust in exchange for shares of
each of the applicable Successor Funds.
In
addition, also on September 26, 2012, the shareholders of the Winslow Green
Growth Fund, also a separate investment series of the PMP Trust, approved the
transfer of the assets and liabilities of the Winslow Green Growth Fund into the
Brown Advisory Sustainable Growth Fund. The effective date of the reorganization
of the Winslow Green Growth Fund into the Brown Advisory Sustainable Growth Fund
was the close of business on October 19, 2012.
Prior
to February 22, 2019, the Brown Advisory Emerging Markets Select Fund was named
the Brown Advisory – Somerset Emerging Markets Fund.
Prior
to August 15, 2013, the Brown Advisory Flexible Equity Fund was named the Brown
Advisory Flexible Value Fund, and prior to October 1, 2008, this Fund was
named the Flag Investors – Equity Opportunity Fund.
Prior
to July 1, 2013, the Brown Advisory Sustainable Growth Fund was named the Brown
Advisory Winslow Sustainability Fund.
On
December 30, 2005, the Nevis Fund, Inc. (the “Nevis Predecessor Fund”), a
registered investment company, reorganized with and into the Brown Advisory
Opportunity Fund. The Nevis Predecessor Fund maintained the same investment
objective and similar investment policies to that of the Brown Advisory
Opportunity Fund. The Board approved the transfer of the assets and liabilities
of the Brown Advisory Opportunity Fund into the Brown Advisory Global Leaders
Fund. The effective date of the reorganization of the Brown Advisory Opportunity
Fund into the Brown Advisory Global Leaders Fund was the close of business on
October 23, 2015.
Prior
to April 30, 2004, the Brown Advisory Intermediate Income Fund was named
the Brown Advisory Intermediate Bond Fund. Prior to November 18, 2002, the
Fund was named the BrownIA Intermediate Bond Fund.
Prior
to November 18, 2002, the Brown Advisory Small-Cap Growth Fund was named
the BrownIA Small-Cap Growth Fund and the Brown Advisory Growth Equity Fund was
named the BrownIA Growth Equity Fund.
On
September 20, 2002, the Short-Intermediate Income Fund, Inc. reorganized
with and into the Brown Advisory Intermediate Income Fund. The
Short-Intermediate Income Fund maintained the same investment objective and
similar investment policies to that of the Brown Advisory Intermediate Income
Fund.
Each
of the Funds (other than the Brown Advisory Maryland Bond Fund, Brown Advisory
Tax-Exempt Bond Fund, Brown Advisory Tax-Exempt Sustainable Bond Fund and Brown
Advisory – Beutel Goodman Large-Cap Value Fund) are diversified series of the
Trust. The Brown Advisory Maryland Bond Fund, Brown Advisory
Tax-Exempt Bond Fund, Brown Advisory Tax-Exempt Sustainable Bond Fund, and Brown
Advisory – Beutel Goodman Large-Cap Value Fund are non-diversified series of the
Trust. Please see the Prospectus for a discussion of the principal
investment policies and risks of investing in the Funds.
The
Funds’ Prospectus and this SAI are a part of the Trust’s Registration Statement
filed with the SEC. Copies of the Trust’s complete Registration Statement may be
obtained from the SEC upon payment of the prescribed fee or may be accessed free
of charge at the SEC’s website at www.sec.gov.
Each
Fund’s principal investment strategies and the risks associated with the same
are described in the “Summary Section,” “Additional Information about the Funds’
Principal Investment Strategies” and “Principal Risks” sections of the
Prospectus. The following discussion provides additional information about those
principal investment strategies and related risks, as well as information about
investment strategies (and related risks) that a Fund may utilize, even though
they are not considered to be “principal” investment strategies. Accordingly, an
investment strategy (and related risk) that is described below, but which is not
described in a Fund’s Prospectus, should not be considered to be a principal
strategy (or related risk) applicable to that Fund.
Not
all securities or techniques discussed below are eligible investments for each
of the Funds.
Equity
Securities
Common
and Preferred Stock
General.
Each Fund may invest in common stock. Common stock represents an equity
(ownership) interest in a company, and usually possesses voting rights and earns
dividends. Dividends on common stock are not fixed but are declared at the
discretion of the issuer. Common stock generally represents the riskiest
investment in a company. In addition, common stock generally has the greatest
appreciation and depreciation potential because increases and decreases in
earnings are usually reflected in a company’s stock price.
Each
Fund may invest in preferred stock. Preferred stock is a class of stock having a
preference over common stock as to the payment of dividends and the recovery of
investment should a company be liquidated, although preferred stock is usually
junior to the debt securities of the issuer. Preferred stock typically does not
possess voting rights and its market value may change based on changes in
interest rates.
Risks.
The fundamental risk of investing in common and preferred stock is the risk that
the value of the stock might decrease. Stock values fluctuate in response to the
activities of an individual company or in response to general market and/or
economic conditions. Historically, common stocks have provided greater long-term
returns and have entailed greater short-term risks than preferred stocks,
fixed-income and money market investments. The market value of all securities,
including common and preferred stocks, is based upon the market’s perception of
value and not necessarily the book value of an issuer or other objective
measures of a company’s worth. If you invest in a Fund, you should be willing to
accept the risks of the stock market and should consider an investment in the
Fund only as a part of your overall investment portfolio.
Convertible
Securities
General.
Each
Fund may invest in convertible securities. Each Fund may also invest in U.S. or
foreign securities convertible into foreign common stock. Convertible securities
include debt securities, preferred stock or other securities that may be
converted into or exchanged for a given amount of common stock of the same or a
different issuer during a specified period and at a specified price in the
future. A convertible security entitles the holder to receive interest on debt
or the dividend on preferred stock until the convertible security matures or is
redeemed, converted or exchanged.
Convertible
securities rank senior to common stock in a company’s capital structure but are
usually subordinated to comparable nonconvertible securities. Convertible
securities have unique investment characteristics in that they generally:
(1) have higher yields than common stocks, but lower yields than comparable
non-convertible securities; (2) are less subject to fluctuation in value
than the underlying stocks since they have fixed income characteristics; and
(3) provide the potential for capital appreciation if the market price of
the underlying common stock increases.
A
convertible security may be subject to redemption at the option of the issuer at
a price established in the convertible security’s governing instrument. If a
convertible security is called for redemption, a Fund will be required to permit
the issuer to redeem the security, convert it into the underlying common stock
or sell it to a third party.
Risks.
Investment
in convertible securities generally entails less risk than an investment in the
issuer’s common stock. Convertible securities are typically issued by smaller
capitalization companies whose stock price may be volatile. Therefore, the price
of a convertible security may reflect variations in the price of the underlying
common stock in a way that nonconvertible debt does not. The extent to which
such risk is reduced, however, depends in large measure upon the degree to which
the convertible security sells above its value as a fixed income security.
Security
Ratings Information.
Each Fund’s investments in convertible securities are subject to the credit risk
relating to the financial condition of the issuers of the securities that each
Fund holds. Each Fund may purchase convertible securities of any rating –
investment grade or non-investment grade. Each Fund may purchase unrated
convertible securities and preferred stock if, at the time of purchase, the
Adviser and/or Sub-Adviser believes that they are of comparable quality to rated
securities that the Fund may purchase.
Unrated
securities may not be as actively traded as rated securities. A Fund may retain
securities whose rating has been lowered below the lowest permissible rating
category (or that are unrated and determined by the Adviser and/or Sub-Adviser
to be of comparable quality to securities whose rating has been lowered below
the lowest permissible rating category) if the Adviser and/or Sub-Advisers
determine that retaining such security is in the best interests of the Fund.
Because a downgrade often results in a reduction in the market price of the
security, the sale of a downgraded security may result in a loss.
Moody’s,
S&P and other NRSROs are private services that provide ratings of the credit
quality of debt obligations, including convertible securities. A description of
the range of ratings assigned to various types of bonds and other securities by
several NRSROs is included in Appendix
A
to this SAI. Each Fund may use these ratings to determine whether to purchase,
sell or hold a security. Ratings are general and are not absolute standards of
quality. Securities with the same maturity, interest rate and rating may have
different market prices. To the extent that the ratings given by an NRSRO may
change as a result of changes in such organizations or their rating systems, the
Adviser and/or Sub-Advisers will attempt to substitute comparable ratings.
Credit ratings attempt to evaluate the safety of principal and interest payments
and do not evaluate the risks of fluctuations in market value. Also, rating
agencies may fail to
make
timely changes in credit ratings. An issuer’s current financial condition may be
better or worse than a rating indicates.
Credit
ratings for debt securities provided by rating agencies evaluate the safety of
principal and interest payments, not market value risk. The rating of an issuer
is a rating agency’s view of past and future potential developments related to
the issuer and may not necessarily reflect actual outcomes. There can be a lag
between the time of developments relating to an issuer and the time a rating is
assigned and updated. See Appendix
A for
additional information on credit ratings.
Warrants
General.
Each Fund may invest in warrants. Warrants are securities, typically issued with
preferred stock or bonds that give the holder the right to purchase a given
number of shares of common stock at a specified price and time. The price of the
warrant usually represents a premium over the applicable market value of the
common stock at the time of the warrant’s issuance. Warrants have no voting
rights with respect to the common stock, receive no dividends and have no rights
with respect to the assets of the issuer.
Risks.
Investments
in warrants involve certain risks, including the possible lack of a liquid
market for the resale of the warrants, potential price fluctuations due to
adverse market conditions or other factors and failure of the price of the
common stock to rise. If the warrant is not exercised within the specified time
period, it becomes worthless.
Depositary
Receipts
General.
Each
Fund may invest in sponsored and unsponsored American Depositary Receipts
(“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts
(“GDRs”), Holding Company Depositary Receipts (“HOLDRs”), New York Registered
Shares (“NYRs”) American Depositary Shares (“ADSs”), or Non-Voting Depositary
Receipts (“NVDRs”). ADRs typically are issued by a U.S. bank or trust company,
evidence ownership of underlying securities issued by a foreign company, and are
designed for use in U.S. securities markets. EDRs are issued by European
financial institutions and typically trade in Europe and GDRs are issued by
European financial institutions and typically trade in both Europe and the
United States. HOLDRs trade on the American Stock Exchange and are fixed baskets
of U.S. or foreign stocks that give an investor an ownership interest in each of
the underlying stocks. NYRs, also known as Guilder Shares since most of the
issuing companies are Dutch, are dollar-denominated certificates issued by
foreign companies specifically for the U.S. market. ADSs are shares issued under
a deposit agreement that represents an underlying security in the issuer’s home
country. (An ADS is the actual share trading, while an ADR represents a bundle
of ADSs). NVDRs are listed securities through which investors receive the same
financial benefits as those who invest directly in a company’s common stock;
however, unlike common stockholders, NVDR holders cannot be involved in proxy
voting if the company solicits votes from stockholders.
Each
Fund invests in depositary receipts in order to obtain exposure to foreign
securities markets. For purposes of a Fund’s investment policies, the Fund’s
investment in an ADR will be considered an investment in the underlying
securities of the applicable foreign company.
Risks.
Unsponsored
depositary receipts may be created without the participation of the foreign
issuer. Holders of these receipts generally bear all the costs of the depositary
receipt facility, whereas foreign issuers typically bear certain costs of a
sponsored depositary receipt. The bank or trust company depositary of an
unsponsored depositary receipt may be under no obligation to distribute
shareholder communications received from the foreign issuer or to pass through
voting rights. Accordingly, available information concerning the issuer may not
be current and the prices of unsponsored depositary receipts may be more
volatile than the prices of sponsored depositary receipts.
Foreign
Securities
Each
Fund may invest in foreign securities. Investments in the securities of foreign
issuers may involve risks in addition to those normally associated with
investments in the securities of U.S. issuers. All foreign investments are
subject to risks of: (1) foreign political and economic instability such as
war, hyperinflation, currency devaluations and overdependence on particular
industries; (2) adverse movements in foreign exchange rates; (3) the
imposition or tightening of exchange controls or other limitations on
repatriation of foreign capital; and (4) changes in foreign
governmental
attitudes towards private investment, including potential nationalization,
increased taxation or confiscation of a Fund’s assets. Each Fund may invest in
non-US dollar denominated securities including debt obligations denominated in
foreign or composite currencies (such as the European Currency Unit) issued by
(1) foreign national, provincial, state or municipal governments or their
political subdivisions; (2) international organizations designated or
supported by governmental entities (e.g., the World Bank and the European
Community); (3) non-dollar securities issued by the U.S. Government; and
(4) foreign corporations. Economic sanctions could among other things,
effectively restrict or eliminate a Fund's ability to purchase or sell
securities or groups of securities for a substantial period of time, and may
make the Fund;s investments in such securities harder to value.
International
trade tensions may arise from time to time which could result in trade tariffs,
embargoes or other restrictions or limitations on trade. The imposition of any
actions on trade could trigger a significant reduction in international trade,
an oversupply of certain manufactured goods, substantial price reductions of
goods and possible failure of individual companies or industries which could
have a negative impact on Fund's performance. Events such as these are difficult
to predict and may or may not occur in the future.
In
addition, interest and dividends payable on foreign securities may be subject to
foreign withholding taxes, thereby reducing the income available for
distribution to you. Some foreign brokerage commissions and custody fees are
higher than those in the U.S. Foreign accounting, auditing and financial
reporting standards differ from those in the U.S. and therefore, less
information may be available about foreign companies than is available about
issuers of comparable U.S. companies. Foreign securities also may trade less
frequently and with lower volume and may exhibit greater price volatility than
U.S. securities.
Changes
in foreign exchange rates will affect the U.S. dollar value of all foreign
currency-denominated securities held by a Fund. Exchange rates are influenced
generally by the forces of supply and demand in the foreign currency markets and
by numerous other political and economic events occurring outside the United
States, many of which may be difficult, if not impossible, to predict.
Income
from foreign securities will be received and realized in foreign currencies and
a Fund is required to compute and distribute income in U.S. dollars.
Accordingly, a decline in the value of a particular foreign currency against the
U.S. dollar after a Fund’s income has been earned and computed in U.S. dollars
may require the Fund to liquidate portfolio securities to acquire sufficient
U.S. dollars to make a distribution. Similarly, if the exchange rate declines
between the time a Fund incurs expenses in U.S. dollars and the time such
expenses are paid, the Fund may be required to liquidate additional foreign
securities to purchase the U.S. dollars required to meet such
expenses.
Emerging
Markets
Investing
in emerging markets can have more risk than investing in developed foreign
markets. The risks of investing in these markets may be exacerbated relative to
investments in foreign markets. Governments of developing and emerging market
countries may be more unstable as compared to more developed countries.
Developing and emerging market countries may have less developed securities
markets or exchanges, and legal and accounting systems. In addition, companies
in emerging market countries may not be subject to accounting, auditing,
financial reporting and recordkeeping requirements that are as robust as those
in more developed countries, and therefore, material information about a company
may be unavailable or unreliable, and U.S. regulators may be unable to enforce a
company’s regulatory obligations. It may be more difficult to sell securities at
acceptable prices and security prices may be more volatile than in countries
with more mature markets. Currency values may fluctuate more in developing or
emerging markets. Developing or emerging market countries may be more likely to
impose government restrictions, including confiscatory taxation, expropriation
or nationalization of a company’s assets, and restrictions on foreign ownership
of local companies. In addition, emerging markets may impose restrictions on the
Fund’s ability to repatriate investment income or capital and thus, may
adversely affect the operations of the Fund. Certain emerging markets may impose
constraints on currency exchange and some currencies in emerging markets may
have been devalued significantly against the U.S. dollar. For these and other
reasons, the prices of securities in emerging markets can fluctuate more
significantly than the prices of securities of companies in developed countries.
The less developed the country, the greater effect these risks may have on the
Fund. Investors should be able to tolerate sudden, sometimes substantial,
fluctuations in the value of their investments.
European
Securities Risks
European
countries can be significantly affected by the actions of their own individual
governments as well as the actions of other European institutions, such as the
European Union (“EU”), the European Economic and Monetary Union (“EMU”) and the
European Central Bank. The EU is an intergovernmental and supranational union
consisting of 28 member states. One of the key responsibilities of the EU is to
create and administer a unified trade policy. The member states created the EMU
that established different stages and commitments that member states need to
follow to achieve greater economic policy coordination and monetary cooperation.
Member states relinquish their monetary control to the European Central Bank and
use a single unified currency, the euro.
Investments
in Europe are also subject to currency risks. Further, because many countries
are dependent on foreign exports, any fluctuations in the euro exchange rate
could have a negative effect on an issuer’s profitability and performance.
The
EU has been extending its influence to the east as it has accepted several new
Eastern European countries as members. Some of the new members remain burdened
by the inherited inefficiencies of centrally planned economies. Additionally,
these countries are dependent on Western Europe for trade and credit. The
current and future status of the EU continues to be the subject of political and
regulatory controversy, with widely differing views both within and between
member countries.
The
European financial markets have experienced uncertainty over the past few years,
largely because of concerns about rising government debt levels and increased
budget deficits. Political and regulatory responses to address structural and
policy issues have created even greater instability throughout the region. The
high levels of public debt increases the likelihood that certain European
issuers will either default or restructure their debt obligations, which would
have a negative effect on asset values. The use of austerity measures in
countries such as Spain, Italy, Greece, Portugal and Ireland during times in
which the eurozone has high levels of unemployment has limited economic growth.
European countries can be adversely affected by the tight fiscal and monetary
controls that the EMU requires its members to comply with. Due to the severity
and prolonged economic crisis in Europe, it is possible that one or more of the
EU members could abandon the euro and revert to a national currency, or
otherwise cease to be a member of the EU. Although it is impossible to predict
the effects of one or more countries exiting the EU, the outcome would likely
lead to economic instability that would impact not only the EU member countries
but the global economy as well.
In
June 2016, the United Kingdom (“UK”) approved a referendum to leave the EU. The
withdrawal, known colloquially as “Brexit”, was agreed to and ratified by the UK
Parliament, and the UK left the EU on January 31, 2020. It began an 11-month
transition period in which to negotiate a new trading relationship for goods and
services that ended on December 31, 2020. The UK and EU reached an agreement,
effective January 1, 2021, on the terms of their future trading relationship,
which principally relates to the trading of goods. Further discussions are to be
held between the UK and the EU in relation to matters not covered by the trade
agreement, such as financial services. Brexit may have significant political and
financial consequences for the Eurozone markets, including greater volatility in
the global stock markets and illiquidity, fluctuations in currency and exchange
rates, and an increased likelihood of a recession in the UK. At this time, the
impact of Brexit cannot be predicted; however, market disruption in the EU and
globally may have a negative effect on the value of a Fund’s investments.
Additionally, the risks related to Brexit could be more pronounced if one or
more additional EU member states seek to leave the EU.
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, Russian companies and financial
institutions, Russian individuals and others 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.
Derivatives
Some
of the instruments in which the Funds may invest may be referred to as
“derivatives,” because their value “derives” from the value of an underlying
asset, reference rate or index. These instruments include options, futures
contracts, forward currency contracts, swaps and other similar
instruments. For regulatory reasons, certain structured securities that may
involve a future payment obligation for a Fund may also be classified as
derivatives. The market value of derivative instruments and securities
sometimes may be more volatile than those of other instruments and each type of
derivative instrument may have its own special risks. The use of derivatives is
a highly specialized activity that involves strategies and risks that are
different from those involving ordinary portfolio securities transactions, and
generally depends on the manager’s ability to predict market movements.
Moreover, even if the Adviser or a Sub-Adviser is correct in its forecast, there
is still a risk that a derivative position may not perform as initially
anticipated. Participation in the markets for derivative instruments involves
investment risks and transaction costs to which a Fund may not be subject absent
the use of these strategies.
Some
over-the-counter ("OTC") derivative instruments may expose a Fund to the credit
risk of its counterparty. In the event the counterparty to such a
derivative instrument becomes insolvent, a Fund potentially could lose all or a
large portion of its investment in the derivative instrument.
Investing
for hedging purposes or to increase a Fund’s return may result in certain
additional transaction costs that may reduce the Fund’s
performance. In addition, when used for hedging purposes, no
assurance can be given that each derivative position will achieve a close
correlation with the security or currency that is the subject of the hedge, or
that a particular derivative position will be available when sought by the
Adviser. While hedging strategies involving derivatives can reduce
the risk of loss, they can also reduce the opportunity for gain or even result
in losses by offsetting favorable price movements in other Fund
investments. Certain derivatives may create a risk of loss greater
than the amount invested.
It
is possible that additional government regulation of various types of derivative
instruments, including futures, options and swap agreements, and regulation of
certain market participants’ use of the same, may limit or prevent a Fund from
using such instruments as a part of its investment strategy. It is not possible
to fully predict the effects of current or future legislation and regulation by
multiple regulators in this area, but the effects could be substantial and
adverse. The futures, options and swaps markets are subject to comprehensive
statutes, regulations, and margin requirements. The SEC recently implemented new
regulations governing the use of derivatives by registered investment companies.
Rule 18f-4 under the 1940 Act imposes limits on the amount of derivatives
transactions a fund can enter into and requires funds whose use of derivatives
is more than a limited specified exposure to establish and maintain a
comprehensive derivatives risk management program and appoint a derivatives risk
manager.
In
addition, the SEC, CFTC and the exchanges are authorized to take extraordinary
actions in the event of a market emergency, including, for example, the
implementation or reduction of speculative position limits, the implementation
of higher margin requirements, the establishment of daily price limits and the
suspension of trading. The regulation of futures, options and swaps transactions
in the United States is a changing area of law and is subject to modification by
government and judicial action.
Swaps
Certain
Funds may engage in swap transactions, including OTC swaps. OTC swaps are
bilateral contracts entered into primarily by institutional investors for
periods ranging from a few weeks to more than one year. In a standard OTC swap
transaction, two parties agree to exchange the returns (or differentials in
rates of return) earned or realized on particular predetermined investments or
instruments. Whether a Fund’s use of swaps will be successful will depend on the
Adviser’s or Sub-Adviser’s ability to predict correctly whether certain types of
investments are likely to produce greater returns than other investments.
Moreover, a Fund bears the risk of loss of the amount expected to be received
under a swap agreement in the event of the default or bankruptcy of a swap
agreement counterparty. Swaps are highly specialized instruments that require
investment techniques, risk analyses, and tax planning different from those
associated with traditional investments. The use of a swap requires an
understanding not only of the reference asset, reference rate, or index but also
of the swap itself, without the benefit of observing the performance of the swap
under all possible market conditions. Additionally, because OTC swaps are
bilateral contracts, they may be subject to contractual restrictions on
transferability and termination.
The
Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”) and
related regulatory developments require the clearing and exchange-trading of
certain standardized OTC derivative instruments that the CFTC and SEC have
defined as “swaps.” The CFTC has implemented mandatory exchange-trading and
clearing requirements under the Dodd-Frank Act and the CFTC continues to approve
contracts for central clearing. Central clearing is designed to reduce
counterparty credit risk compared to uncleared OTC swaps because central
clearing interposes the central clearinghouse as the counterparty to each
participant’s swap, but it does not eliminate those risks completely. Uncleared
swaps are subject to certain margin requirements that mandate the posting and
collection of minimum margin amounts on certain uncleared swaps transactions,
which may result in the Fund and its counterparties posting higher margin
amounts for uncleared swaps than would otherwise be the case.
Credit
Default Swaps
General
Certain
Funds may utilize credit default swaps (CDS). This may be in the form
of swaps on individual companies or CDS indices. These Funds may use
CDS to gain long or short exposure to the underlying credit and/or index of
credits.
A
CDS contract is an agreement between the Fund and a counterparty that enables
the Fund to buy or sell protection against a credit event related to a
particular issuer. One party, acting as a “protection buyer,” makes periodic
payments to the other party, a “protection seller,” in exchange for a promise by
the protection seller to make a payment to the protection buyer if a negative
credit event (such as a delinquent payment or default) occurs with respect to a
referenced bond or group of bonds. CDS contracts may also be structured based on
the debt of a basket of issuers, rather than a single issuer, and may be
customized with respect to the default event that triggers purchase or other
factors (for example, the Nth default within a basket, or defaults by a
particular combination of issuers within the basket, may trigger a payment
obligation). The Fund may enter into CDS contracts for investment purposes. As a
credit protection seller in a CDS contract, the Fund would be required to pay
the par (or other agreed-upon) value of a referenced debt obligation to the
counterparty in the event of a default by a third party, such as a U.S. or
non-U.S. corporate issuer, on the debt obligation. In return for its obligation,
the Fund would receive from the counterparty a periodic stream of payments over
the term of the contract provided that no event of default has occurred. If no
default occurs, the Fund would keep the stream of payments and would have no
payment obligations. As the seller, the Fund would be subject to investment
exposure on the notional amount of the swap.
Risks
of Credit Default Swaps
The
Brown Advisory Sustainable Bond Fund and Brown Advisory Total Return Fund may
also purchase CDS contracts in order to hedge against the risk of default of the
debt of a particular issuer or basket of issuers or profit from changes in the
creditworthiness of the particular issuer(s) (also known as “buying credit
protection”). In these cases, the Fund would function as the counterparty
referenced in the preceding paragraph. This would involve the risk
that the investment may expire worthless and would only generate income in the
event of an actual default by the issuer(s) of the underlying obligation(s) (or,
as applicable, a credit downgrade or other indication of financial instability).
It would also involve the risk that the seller may fail to satisfy its payment
obligations to the Fund in the event of a default. The purchase of
CDS contracts involves costs, which will reduce the Fund’s return.
Options
and Futures
General
Each
Fund may (1) purchase or write options on securities in which it may invest
or on market indices based in whole or in part on the securities in which it may
invest; (2) invest in futures contracts on market indices based in whole or
in part on securities in which it may invest; and (3) purchase or write put
and call options on these futures contracts. The Brown Advisory Maryland Bond
Fund, Brown Advisory Tax-Exempt Bond Fund, Brown Advisory Tax-Exempt Sustainable
Bond Fund and the Brown Advisory Sustainable International Leaders Fund may
invest in futures contracts on indices based in whole or in part on the
securities in which it may invest including municipal bond futures and Treasury
bond and note futures. A Fund will participate in such transactions to enhance
the Fund’s
performance
or hedge against a decline in the value of securities owned by the Fund or an
increase in the price of securities that the Fund plans to purchase.
Options
purchased or written by a Fund must be traded on an exchange or
over-the-counter. Options and futures contracts are considered to be
derivatives. Use of these instruments, including the exchanges on which they are
traded, is subject to regulation by the SEC and CFTC, as applicable.
No
assurance can be given that any hedging or income strategy will achieve its
intended result.
Each
Fund may invest more than 5% of their respective net assets in options and
futures for purposes of achieving their investment objective, portfolio
management, risk mitigation, hedging, equitizing cash or for purposes of
enhancing total return.
To
the extent that a Fund uses futures and/or options on futures and/or swaps, it
will do so in accordance with Rule 4.5 under the Commodity Exchange Act (“CEA”).
Options
and Futures Contracts
Options
on Securities. A
call option is a contract under which the purchaser of the call option, in
return for a premium paid, has the right to buy the security (or index)
underlying the option at a specified price at any time during the term of the
option. The writer of the call option, who receives the premium, has the
obligation upon exercise of the option to deliver the underlying security
against payment of the exercise price. A put option gives its purchaser, in
return for a premium, the right to sell the underlying security at a specified
price during the term of the option. The writer of the put, who receives the
premium, has the obligation to buy, upon exercise of the option, the underlying
security (or a cash amount equal to the value of the index) at the exercise
price. The amount of a premium received or paid for an option is based upon
certain factors including the market price of the underlying security, the
relationship of the exercise price to the market price, the historical price
volatility of the underlying security, the option period and interest rates.
Options
on Stock Indices. A
stock index assigns relative values to the stock included in the index, and the
index fluctuates with changes in the market values of the stocks included in the
index. Stock index options operate in the same way as the more traditional
options on securities except that stock index options are settled exclusively in
cash and do not involve delivery of securities. Thus, upon exercise of stock
index options, the purchaser and writer of the option will exchange an amount
based on the differences between the exercise price and the closing price of the
stock index.
Options
on Foreign Currency (Brown Advisory Small-Cap Fundamental Value Fund, Brown
Advisory Sustainable Small-Cap Core Fund, Brown Advisory Global Leaders Fund,
Brown Advisory Mortgage Securities Fund, Brown Advisory – WMC Strategic European
Equity Fund, Brown Advisory Sustainable Bond Fund, Brown Advisory Total Return
Fund, Brown Advisory Emerging Markets Select Fund, and Brown Advisory
Sustainable International Leaders Fund).
Options
on foreign currency operate in the same way as more traditional options on
securities except that currency options are settled exclusively in the currency
subject to the option. The value of a currency option is dependent upon the
value of the currency relative to the U.S. dollar and has no relationship to the
investment merits of a foreign security. Because foreign currency transactions
occurring in the interbank market involve substantially larger amounts than
those that may be involved in the use of foreign currency options, a Fund may be
disadvantaged by having to deal in an odd lot market (generally consisting in
transactions of less than $1 million) for the underlying currencies at prices
that are less favorable than round lots. To the extent that the U.S. options
markets are closed while the market for the underlying currencies are open,
significant price and rate movements may take place in the underlying markets
that cannot be reflected in the options markets.
Options
on Futures.
Options on futures contracts are similar to options on securities except that an
option on a futures contract gives the purchaser the right, in return for the
premium paid, to assume a position in a futures contract rather than to purchase
or sell a security, at a specified exercise price at any time during the period
of the option. Upon exercise of the option, the delivery of the futures position
to the holder of the option will be accompanied by transfer to the holder of an
accumulated balance representing the amount by which the market price of the
futures contract exceeds, in the case of a call, or is less than, in the case of
a put, the exercise price of the option on the future.
Futures
Contracts and Index Futures Contracts. A
futures contract is a bilateral agreement where one party agrees to accept, and
the other party agrees to make, delivery of cash or an underlying asset, as
called for in the contract, at a specified date and at an agreed upon price.
An
index futures contract involves the delivery of an amount of cash equal to a
specified dollar amount multiplied by the difference between the index value at
the close of trading of the contract and at the price designated by the futures
contract. No physical delivery of the securities comprising the index is made.
Generally, these futures contracts are closed out prior to the expiration date
of the contracts.
A
municipal bond futures contract is based on the value of the Bond Buyer Index
(“BBI”) which is comprised of 40 actively traded general obligation and revenue
bonds. The rating of a BBI issue must be at least “A.” To be considered, the
issue must have at least 19 years remaining to maturity, a first call date
between 7 and 16 years, and at least one call at par prior to redemption. No
physical delivery of the securities is made in connection with municipal bond
futures. Rather these contracts are usually settled in cash if they are not
closed out prior to their expiration date.
A
Treasury bond futures contract is based on the value of an equivalent 20-year,
6% Treasury bond. Generally, any Treasury bond with a remaining maturity or term
to call of 15 years as of the first day of the month in which the contracts are
scheduled to be exercised will qualify as a deliverable security pursuant to a
Treasury bond futures contract. A Treasury note futures contract is based on the
value of an equivalent 10-year, 6% Treasury note. Generally, any Treasury note
with a remaining maturity or term to call of 6 1/2
years or 10 years, respectively, as of the first day of the month in which the
contracts are scheduled to be exercised will qualify as a deliverable security
pursuant to Treasury note futures contract.
Since
a number of different Treasury notes will qualify as a deliverable security upon
the exercise of the option, the price that the buyer will actually pay for those
securities will depend on which Treasury notes are actually delivered. Normally,
the exercise price of the futures contract is adjusted by a conversion factor
that takes into consideration the value of the deliverable security if it were
yielding 6% as of the first day of the month in which the contract is scheduled
to be exercised.
Risks
of Options and Futures Transactions
There
are certain investment risks associated with options and futures transactions.
These risks include: (1) dependence on the Adviser’s or Sub-Adviser’s
ability to predict movements in the prices of individual securities and
fluctuations in the general securities markets; (2) imperfect correlation
between movements in the prices of options or futures contracts and movements in
the price of the securities (or indices) underlying the instrument; (3) the
fact that the skills and techniques needed to trade these instruments are
different from those needed to select the securities in which a Fund invests;
and (4) lack of assurance that a liquid secondary market will exist for any
particular instrument at any particular time, which, among other things, may
hinder a Fund’s ability to limit exposures by closing its positions. The
potential loss to a Fund from investing in certain types of futures transactions
is unlimited.
Other
risks include the inability of a Fund, as the writer of covered call options, to
benefit from any appreciation of the underlying securities above the exercise
price, and the possible loss of the entire premium paid for options purchased by
a Fund. In addition, the futures exchanges may limit the amount of fluctuation
permitted in certain futures contract prices or related options during a single
trading day. A Fund may be forced, therefore, to liquidate or close out a
futures contract position at a disadvantageous price. There is no assurance that
a counterparty in an over-the-counter option transaction will be able to perform
its obligations. A Fund may use various futures contracts that are relatively
new instruments without a significant trading history. As a result, there can be
no assurance that an active secondary market in those contracts will develop or
continue to exist. A Fund’s activities in the futures and options markets may
result in higher portfolio turnover rates and additional brokerage costs, which
could reduce a Fund’s yield.
Short
Sales
Each
Fund may make short sales as a part of overall portfolio management or to offset
a potential decline in the value of a security. A short sale involves
the sale of a security that the Fund does not own, or if the Fund owns the
security, is not to be delivered upon consummation of the sale. When
the Fund makes a short sale of a security that it does not own, it must borrow
from a broker-dealer the security sold short and deliver the security to the
broker-dealer upon conclusion of the short sale.
If
the price of the security sold short increases between the time of the short
sale and the time the Fund replaces the borrowed security, the Fund will incur a
loss; conversely, if the price declines, the Fund will realize a short-term
capital gain. Although the Fund’s gain is limited to the price at
which it sold the security short, its potential loss is theoretically unlimited.
Each
Fund will fully-collateralize its shorts sales.
Typically,
each Fund will only make short sales “against the box,” which occurs when the
Fund enters into a short sale transaction with respect to a security it either
owns or has the right to obtain at no additional cost. However, with
respect to each Fund the dollar amount of short sales at any one time (not
including short sales against the box) may not exceed 25% of the net assets of
the Fund, and it is expected that normally the dollar amount of such sales will
not exceed 10% of the net assets of the Fund.
Participatory
Notes
The
Brown Advisory Global Leaders Fund, Brown Advisory – WMC Strategic European
Equity Fund, and Brown Advisory Emerging Markets Select Fund may invest in
participatory notes which are issued by banks or broker-dealers and that are
designed to replicate the performance of certain corporate issuers and markets.
Participatory notes are a type of equity-linked derivative which generally are
traded over-the-counter. The performance results of participatory notes will not
replicate exactly the performance of the corporate issuers or markets that the
notes seek to replicate due to transaction costs and other expenses. Investments
in participatory notes involve the same risks associated with a direct
investment in the shares of the companies the notes seek to replicate. The
holder of a participatory note that is linked to a particular underlying
security or instrument may be entitled to receive any dividends paid in
connection with that underlying security or instrument, but typically does not
receive voting rights as is would if it directly owned the underlying security
or instrument. In addition, participatory notes are subject to counterparty
risk, which is the risk that the broker-dealer or bank that issues the notes
will not fulfill its contractual obligation to complete the transaction with the
Fund. Participatory notes constitute general unsecured contractual obligations
of the banks or broker-dealers that issue them, and the Fund is relying on the
creditworthiness of such banks or broker-dealers and has no rights under a
participatory note against the issuers of the securities underlying such
participatory notes. Participatory notes involve transaction costs.
Participatory notes may be considered illiquid and, therefore, participatory
notes considered illiquid will be subject to the Fund’s percentage limitation
for investments in illiquid securities.
Master
Limited Partnerships (“MLPs”)
The
Brown Advisory Equity Income Fund may invest up to 25% of its net assets in
publicly traded Master Limited Partnerships (“MLPs”). MLPs are businesses
organized as limited partnerships that trade their proportionate shares of the
partnership (units) on a public exchange. MLPs are required to pay
out most or all of their earnings in distributions. Generally
speaking, MLP investment returns are enhanced during periods of declining or low
interest rates and tend to be negatively influenced when interest rates are
rising. As an income vehicle, the unit price may be influenced by
general interest rate trends independent of specific underlying
fundamentals. In addition, most MLPs are fairly leveraged and
typically carry a portion of “floating” rate debt. As such, a
significant upward swing in interest rates would also drive interest expense
higher. Furthermore, most MLPs grow by acquisitions partly financed
by debt, and higher interest rates could make it more difficult to make
acquisitions.
Risks.
Investing in Master Limited Partnerships (“MLPs”) entails risks related to
fluctuations in energy prices, decreases in the supply of or demand for energy
commodities, decreases in demand for MLPs in rising interest rate
environments,
unique tax consequences, such as treatment as a qualifying security investment
by the Fund only to a limited extent, due to the partnership structure, and
potentially limited liquidity.
While
most MLPs are currently subject to U.S. Federal tax as partnerships, a change in
current tax law, or a change in the underlying business of a given MLP, could
result in the MLP being treated as a corporation for U.S. Federal tax purposes,
which would result in such MLP being required to pay U.S. Federal income tax on
its taxable income. Such treatment also would have the effect of reducing the
amount of cash available for distribution by the affected MLP, thus, if any MLP
owned by the Fund were treated as a corporation for U.S. Federal tax purposes,
such treatment could result in a reduction in the value of the Fund’s investment
in such MLP.
Illiquid
and Restricted Securities
Illiquid
Investments.
A Fund may not acquire any illiquid investment if, immediately after the
acquisition, the Fund would have invested more than 15% of its net assets in
illiquid investments that are assets. An “illiquid investment” is any investment
that may not reasonably be expected to be sold or disposed of in current market
conditions in seven calendar days or less without the sale or disposition
significantly changing the market value of the investment. The Adviser will
monitor the amount of illiquid investments in each Fund’s portfolio, under the
supervision of the Board, to ensure compliance with the Fund’s investment
restrictions. If securities that were liquid at the time of purchase
subsequently become illiquid and result in the Fund holding illiquid investments
in excess of 15% of its net assets, the Fund will no longer purchase additional
illiquid investments and will reduce its holdings of illiquid investments in an
orderly manner, but it is not required to dispose of illiquid holdings
immediately if it is not in the interest of the Fund.
Historically,
illiquid investments have included securities subject to contractual or legal
restrictions on resale because they have not been registered under the
Securities Act of 1933, as amended (the “Securities Act”), securities which are
otherwise not readily marketable and repurchase agreements having a maturity of
longer than seven days. As described below, in some cases, securities subject to
legal or contractual restrictions on resales may not be deemed to be illiquid
(see “Restricted Securities” below). Mutual funds do not typically hold a
significant amount of these illiquid securities because of the potential for
delays on resale and uncertainty in valuation. Limitations on resale may have an
adverse effect on the marketability of portfolio securities, and a Fund might be
unable to dispose of illiquid investment promptly or at reasonable prices and
might thereby experience difficulty satisfying redemption requests within seven
days.
The
Funds have adopted a liquidity risk management program (the “LRM Program”)
pursuant to which each Fund identifies illiquid investments. Under the LRM
Program, the Adviser has been designated to administer the LRM Program and the
Adviser has in turn delegated certain responsibilities to a Liquidity Risk
Management Committee, which is comprised of certain operations, compliance,
trading, and portfolio management representatives of the Adviser. The Adviser
preliminarily identifies illiquid investments based on, among other things, the
trading characteristics and market depth of a particular
investment.
The
Adviser classifies all portfolio holdings of a Fund at least monthly into one of
four liquidity classifications pursuant to the procedure set forth in the LRM
Program. The liquidity classifications, which are defined in Rule 22e-4 under
the 1940 Act, are highly liquid, moderately liquid, less liquid, and illiquid
investments. In determining these classifications, the Adviser will consider the
relevant market, trading, and investment-specific considerations for a
particular investment. Moreover, in making such classification determinations,
the Adviser must determine whether trading varying portions of a position in a
particular portfolio investment or asset class would be reasonably expected to
significantly affect a Fund’s liquidity. In addition, the Adviser may also
consider the following factors in its liquidity determinations: (i) the
existence of an active market; (ii) whether the investment is exchange-traded;
(iii) frequency of trades or quotes and average daily trading volume; (iv)
volatility of trading prices; (v) bid-ask spreads; (vi) whether the asset has a
relatively standardized and simple structure; (vii) the maturity and date of
issue (as applicable); and (viii) any restrictions on transfer.
Restricted
Securities.
The Funds may invest in securities that are subject to restrictions on resale
because they have not been registered under the Securities Act. These securities
are sometimes referred to as private placements. Although securities which may
be resold only to “qualified institutional buyers” in accordance with the
provisions of Rule 144A under the Securities Act are technically considered
“restricted securities,” the Funds may purchase Rule
144A
securities without regard to the limitation on investments in illiquid
securities described above in the “Illiquid Investments” section, provided that
a determination is made that such securities have a readily available trading
market. The Funds may also purchase certain commercial paper issued in reliance
on the exemption from regulations in Section 4(a)(2) of the Securities Act
(“4(a)(2) Paper”). The Adviser and/or Sub-Advisers, as appropriate, will
determine the liquidity of Rule 144A securities and 4(a)(2) Paper under the
supervision of the Adviser and the Board. The liquidity of Rule 144A securities
and 4(a)(2) Paper will be monitored by the Adviser and/or Sub-Advisers, as
appropriate, and if as a result of changed conditions it is determined that a
Rule 144A security or 4(a)(2) Paper is no longer liquid, a Fund’s holdings of
illiquid securities will be reviewed to determine what action, if any, is
appropriate. A Fund may determine that it is appropriate to continue to hold
such instrument for a period of time to avoid a distressed sale which would be
harmful to shareholders.
Limitations
on the resale of restricted securities may have an adverse effect on the
marketability of portfolio securities and a Fund might be unable to dispose of
restricted securities promptly or at reasonable prices and might thereby
experience difficulty satisfying redemption requirements. A Fund might also have
to register such restricted securities in order to dispose of them, resulting in
additional expense and delay. Adverse market conditions could impede such a
public offering of securities.
Determination
of Liquidity
The
Board has the ultimate responsibility for determining whether specific
securities are liquid or illiquid and has delegated the function of making
determinations of liquidity to the Valuation Committee and the Adviser, pursuant
to guidelines approved by the Board. The Adviser and/or the Sub-Advisers (under
the supervision of the Adviser), determines and monitors the liquidity of the
portfolio securities and reports periodically on their decisions to the Board.
In making such determinations they take into account a number of factors in
reaching liquidity decisions, including but not limited to: (1) the
frequency of trades and quotations for the security; (2) the number of
dealers willing to purchase or sell the security and the number of other
potential buyers; (3) the willingness of dealers to undertake to make a
market in the security; and (4) the nature of the marketplace trades,
including the time needed to dispose of the security, the method of soliciting
offers and the mechanics of the transfer.
Private
placement and other restricted securities may be considered illiquid securities
as they typically are subject to restrictions on resale as a matter of contract
or under federal securities laws. Restricted securities that are “illiquid” are
subject to the Fund’s policy of not investing more than 15% of its net assets in
illiquid securities. The Adviser and/or Sub-Advisers will evaluate the liquidity
characteristics of restricted securities on a case-by-case basis and will
consider the factors described above in connection with its
evaluation.
An
institutional market has developed for certain restricted securities.
Accordingly, contractual or legal restrictions on the resale of a security may
not be indicative of the liquidity of the security. If such securities are
eligible for purchase by institutional buyers in accordance with Rule 144A under
the 1933 Act or other exemptions, the Adviser and/or Sub-Advisers may determine
that the securities are liquid.
Risks.
Limitations on resale may have an adverse effect on the marketability of a
security and the Fund might also have to register a restricted security in order
to dispose of it, resulting in expense and delay. The Fund might not be able to
dispose of private placements, restricted or illiquid securities promptly or at
reasonable prices and might thereby experience difficulty satisfying redemption
requests. There can be no assurance that a liquid market will exist for any
security at any particular time. Any security, including securities determined
by the Adviser to be liquid, can become illiquid.
Investment
Company Securities
Open-End
and Closed-End Investment Companies
General.
Each
Fund may invest in other open-end and closed-end investment companies consistent
with the Fund’s investment objectives and strategies. Each Fund may also invest
in money market mutual funds, pending investment of cash balances. Each Fund
will limit its investment in the securities of other open-end and closed-end
investment companies to the extent permitted by the 1940 Act and the rules,
regulations and exemptive orders thereuender. With certain exceptions, such
provisions generally permit the Funds to invest up to 5% of their assets in
another
investment
company, up to 10% of their assets in investment companies generally and hold up
to 3% of the shares of another investment company, and may invest greater than
10% of their assets in other investment companies subject to applicable
provisions of the 1940 Act and the rules adopted thereunder. The Funds’
investment in other investment companies may include money market mutual funds,
which are not subject to certain of the percentage limitations set forth above.
The Funds may invest in investment companies in excess of the statutory limits
imposed by the 1940 Act in reliance on Rule 12d1-4 under the 1940 Act. These
investments in other investment companies are subject to the applicable
conditions of Rule 12d1-4, which, among other things, imposes certain limits on
the investments and operations of the underlying investment company (including
such underlying fund’s ability to invest in other investment companies and
certain structured finance vehicles).
Risks.
Each
Fund, as a shareholder of another investment company, will bear its pro-rata
portion of the other investment company’s advisory fee and other expenses, in
addition to its own expenses and will be exposed to the investment risks
associated with the other investment company. To the extent that the Fund
invests in closed-end companies that invest primarily in the common stock of
companies located outside the United States, see the risks related to foreign
securities set forth in the section entitled “Investment Policies and Risks –
Equity Securities – Foreign Securities Risks” above.
Exchange-Traded
Funds and Exchange-Traded Notes
General.
Each Fund may invest in exchange-traded funds (“ETFs”). ETFs are investment
companies that are bought and sold on a securities exchange. An ETF represents a
fixed portfolio of securities designed to track a particular market segment or
index. Each Fund may also invest in exchange-traded notes (“ETNs”), which are
structured debt securities. Whereas ETFs’ liabilities are secured by their
portfolio securities, ETNs’ liabilities are unsecured general obligations of the
issuer. Most ETFs and ETNs are designed to track a particular market segment or
index. ETFs and ETNs have expenses associated with their operation, typically
including, with respect to ETFs, advisory fees. When a Fund invests in an ETF or
ETN, in addition to directly bearing expenses associated with its own
operations, it will bear its pro rata portion of the ETF’s or ETN’s expenses. A
Fund’s investments in ETFs are also subject to the limitations on investments in
other investment companies discussed above.
Risks.
The
risks of owning an ETF or ETN generally reflect the risks of owning the
underlying market segment or index it is designed to track. Lack of liquidity in
an ETF, however, could result in it being more volatile than the underlying
portfolio of securities. In addition, a Fund will incur expenses in connection
with investing in ETFs and ETNs that may increase the cost of investing in the
ETF or ETN versus the cost of directly owning the securities in the ETF or an
ETN. The value of an ETN security should also be expected to fluctuate with the
credit rating of the issuer.
Trust
Securities and Unit Investment Trusts
General.
The
Funds may invest in trusts and unit investment trusts (“UITs”), including
HOLDRS. HOLDRS are trust-issued receipts that represent beneficial ownership in
the specific group of stocks held by the issuing trust. UITs are registered
investment companies that are similarly unmanaged, or passively managed, and as
such generally hold a static portfolio of securities, or track an index. The
liabilities of trusts (including HOLDRS trusts) and UITs incur some expenses in
connection with their operations; thus, when the Fund invests in a trust, HOLDR
or UIT, in addition to directly bearing expenses associated with its own
operations, it will bear its pro rata portion of the trust’s, HOLDRS’ or UIT’s
expenses. Like ETFs, HOLDRS are exchange-listed and, therefore, may be purchased
and sold on the secondary market. Each Fund will limit its investment in the
securities of trusts and unit investment trusts to the extent permitted by the
1940 Act.
Risks.
The
risks of owning a trust security (including a HOLDR) or a UIT security generally
reflect the risks of owning the securities in the trust or UIT’s portfolio. Due
to the unmanaged or passively managed nature of such vehicles, the relative
weights of their portfolio securities may change over time, resulting in a
change in the nature of the investment. In addition, due to the additional
expenses associated with trusts (including HOLDRS trusts) and UITs, it may be
more costly to own their securities than it would be directly to own their
portfolio securities. In addition, there could be a lack of liquidity in the
secondary market for HOLDRS, which could cause the market for HOLDRS to be more
volatile than the market for the underlying portfolio securities.
Other
Pooled Investment Vehicles
General.
Each Fund may invest in pooled investment vehicles, including limited
partnerships. Examples of such vehicles include private equity funds and private
equity funds of funds. A private equity fund generally invests in non-public
companies that the fund’s manager believes will experience significant growth
over a certain time period. A private equity fund of funds invests in other
private equity funds of the type described. Investments in private equity funds,
once made, typically may not be redeemed for several years, though they may be
sold to other investors under certain circumstances. Each Fund will limit its
investment in the securities of pooled investment vehicles, including limited
partnerships, to the extent permitted by the 1940 Act.
Risks.
To the extent that a Fund invests in Pooled Investment Vehicles, such
investments generally will be deemed illiquid. (See “Illiquid and Restricted
Securities” for the risks of investing in illiquid securities above). If such an
investment is determined by the Adviser or Sub-Adviser to be illiquid, it is
subject to each Fund’s policy of not investing more than 15% of its net assets
in illiquid securities. In addition, a Fund will bear its ratable share of such
vehicles’ expenses, including its management expenses and performance fees.
Performance fees are fees paid to the vehicle’s manager based on the vehicle’s
investment performance (or returns) as compared to some benchmark. The fees a
Fund pays to invest in a Pooled Investment Vehicle may be higher than the fees
it would pay if the manager of the Pooled Investment Vehicle managed the Fund’s
assets directly. Further, the performance fees payable to the manager of a
Pooled Investment Vehicle may create an incentive for the manager to make
investments that are riskier or more speculative than those it might make in the
absence of an incentive fee.
Fixed
Income Securities
Municipal
Securities
General.
The Brown Advisory Total Return Fund, Brown Advisory Intermediate Income Fund,
Brown Advisory Sustainable Bond Fund, Brown Advisory Maryland Bond Fund, Brown
Advisory Tax-Exempt Bond Fund, Brown Advisory Tax-Exempt Sustainable Bond Fund,
and Brown Advisory Mortgage Securities Fund may invest in municipal securities.
Municipal securities are issued by the states, territories and possessions of
the United States, their political subdivisions (such as cities, counties and
towns) and various authorities (such as public housing or redevelopment
authorities), instrumentalities, public corporations and special districts (such
as water, sewer or sanitary districts) of the states, territories, and
possessions of the United States or their political subdivisions. In addition,
municipal securities include securities issued by or on behalf of public
authorities to finance various privately operated facilities, such as industrial
development bonds, that are backed only by the assets and revenues of the
non-governmental user (such as hospitals and airports). The Brown Advisory
Intermediate Income Fund, the Brown Advisory Maryland Bond Fund, the Brown
Advisory Tax-Exempt Bond Fund and the Brown Advisory Tax-Exempt Sustainable Bond
Fund may invest up to 5% of their total assets in municipal securities of
issuers located in any one territory or possession of the United States. The
Brown Advisory Tax-Exempt Bond Fund and the Brown Advisory Tax-Exempt
Sustainable Bond Fund will not invest in municipal securities rated “B” or lower
by an NRSRO (or if unrated, determined by the Adviser to be of comparable
quality) at the time of purchase.
Municipal
securities are issued to obtain funds for a variety of public purposes,
including general financing for state and local governments, or financing for
specific projects or public facilities. Municipal securities are classified as
general obligation or revenue bonds or notes. General obligation securities are
secured by the issuer’s pledge of its full faith, credit and taxing power for
the payment of principal and interest. Revenue securities are payable from
revenue derived from a particular facility, class of facilities, or the proceeds
of a special excise tax or other specific revenue source, but not from the
issuer’s general taxing power. The Fund will not invest more than 25% of its
total assets in a single type of revenue bond. Private activity bonds and
industrial revenue bonds do not carry the pledge of the credit of the issuing
municipality, but generally are guaranteed by the corporate entity on whose
behalf they are issued.
Municipal
leases are entered into by state and local governments and authorities to
acquire equipment and facilities such as fire and sanitation vehicles,
telecommunications equipment, and other assets. Municipal leases (which normally
provide for title to the leased assets to pass eventually to the government
issuer) have evolved as a means for governmental issuers to acquire property and
equipment without meeting the constitutional and statutory requirements for the
issuance of debt. The debt-issuance limitations of many state constitutions and
statutes are
deemed
to be inapplicable because of the inclusion in many leases or contracts of
“non-appropriation” clauses that provide that the governmental issuer has no
obligation to make future payments under the lease or contract unless money is
appropriated for such purpose by the appropriate legislative body on a yearly or
other periodic basis.
Maryland
Municipal Securities. The
Brown Advisory Maryland Bond Fund invests at least 80% of the value of its net
assets (plus borrowing for investments purposes) in Maryland bonds, including
bonds issued on behalf of the state of Maryland, its local government and public
financing authorities.
The
Brown Advisory Maryland Bond Fund may invest up to 5% of its total assets in
municipal securities of issuers located in any one territory or possession of
the United States. The Fund will not invest in municipal securities rated ‘B’ or
lower by an NRSRO at the time of purchase.
Tender
Option Bond Securities.
The Brown Advisory Maryland Bond Fund, Brown Advisory Tax-Exempt Bond Fund, and
Brown Advisory Tax-Exempt Sustainable Bond Fund may invest in tender option bond
(“TOB”) securities. 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 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. Each Fund does not currently
intend to invest in Residual Interests issued by a TOB Trust that was not formed
for the Fund, although each Fund reserves the right to do so in the future. Each
of the Brown Advisory Maryland Bond Fund, the Brown Advisory Tax-Exempt Bond
Fund and the Brown Advisory Tax-Exempt Sustainable Bond Fund may invest up to 5%
of its net assets in TOB Trust-related investments.
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.
When
a Fund invests in TOB Trusts on a non-recourse basis, and the Liquidity Provider
is required to make a payment under the liquidity facility, the Liquidity
Provider will typically liquidate all or a portion of the municipal bonds held
in the TOB Trust and then fund the balance, if any, of the amount owed under the
liquidity facility over the liquidation proceeds (the “Liquidation Shortfall”).
If a Fund invests in a TOB Trust on a recourse basis, it will typically enter
into a reimbursement agreement with the Liquidity Provider pursuant to which the
Fund is required to
reimburse
the Liquidity Provider the amount of any Liquidation Shortfall. As a result, if
the Fund invests in a recourse TOB Trust, the Fund will bear the risk of loss
with respect to any Liquidation Shortfall.
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.
Under
accounting rules, securities of a Fund that are deposited into a TOB Trust are
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
liabilities in the Fund’s Statement of Assets and Liabilities. Interest income
from the underlying security is recorded by the Fund on an accrual basis.
Interest expense incurred on the Floaters and other expenses related to
remarketing, administration and trustee services to a TOB Trust are reported as
expenses of the Fund. In addition, under accounting rules, loans made to a TOB
Trust sponsored by a Fund may be presented as loans of the Fund in the Fund’s
financial statements even if there is no recourse with respect to the Fund’s
assets.
Interests
in Residual Interests in which a Fund will invest will pay interest or income
that, in the opinion of counsel to the Funds, is exempt from regular U.S.
Federal income tax. Neither the Funds, nor the Adviser, will conduct its own
analysis of the tax status of the interest or income paid by the Residual
Interests held by a Fund, but will rely on the opinion of counsel to the Funds.
There can be no assurances that the IRS will agree with such counsel’s opinion
and, accordingly, there is a risk that the IRS may find that the Fund is not the
owner of the underlying municipal bond and that the Fund is therefore not
entitled to treat such interest or income as exempt from U.S. Federal income
tax. Moreover, the U.S. Federal income tax treatment of certain other aspects of
TOB Trust-related investments is uncertain.
U.S.
Government Securities
General.
Each
Fund may invest in U.S. Government Securities. U.S. Government Securities
include securities issued by the U.S. Treasury and by U.S. Government agencies
and instrumentalities. U.S. Government Securities may be supported by the
full faith and credit of the United States; by the right of the issuer to borrow
from the U.S. Treasury; by the discretionary authority of the U.S. Treasury
to lend to the issuer; or solely by the creditworthiness of the issuer. Holders
of U.S. Government Securities not backed by the full faith and credit of the
United States must look principally to the agency or instrumentality issuing the
obligation for repayment and may not be able to assert a claim against the
United States in the event that the agency or instrumentality does not meet its
commitment. No assurance can be given that the U.S. Government would provide
support if it were not obligated to do so by law. Neither the U.S. Government
nor any of its agencies or instrumentalities guarantees the market value of the
securities they issue. On September 7, 2008, the Federal Housing Finance Agency
(the “FHFA”) placed Fannie Mae and Freddie Mac into conservatorship, which, in
effect, has caused Fannie Mae and Freddie Mac to become supported by the U.S.
Government. No assurance can be given as to whether the U.S.
Government will continue to support Fannie Mae and Freddie Mac.
Yields
on short-, intermediate- and long-term U.S. government securities are dependent
on a variety of factors, including the general conditions of the money and bond
markets, the size of a particular offering and the maturity of the obligation.
Debt securities with longer maturities tend to produce higher capital
appreciation and depreciation than obligations with shorter maturities and lower
yields. The market value of U.S. government securities generally varies
inversely with changes in the market interest rates. An increase in interest
rates, therefore, generally would reduce the market value of a Fund’s portfolio
investments in U.S. government securities, while a decline in interest rates
generally would increase the market value of a Fund’s portfolio investments in
these securities.
Corporate
Debt Obligations
General.
Each
Fund may invest in corporate debt obligations. Corporate debt obligations
include corporate bonds, debentures, notes, commercial paper and other similar
corporate debt instruments. These instruments are used by companies to borrow
money from investors. The issuer pays the investor a fixed or variable rate of
interest and must repay the amount borrowed at maturity. Commercial paper
(short-term unsecured promissory notes) is issued by companies to finance their
current obligations and normally has a maturity of less than 9 months. The Funds
may also invest in corporate fixed income securities registered and sold in the
U.S. by foreign issuers (Yankee bonds) and those sold outside the U.S. by
foreign or U.S. issuers (Eurobonds).
Mortgage-Backed
Securities
General.
The
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,
and Brown Advisory Mortgage Securities Fund may invest in mortgage-backed
securities. Mortgage-backed securities represent interests in a pool of mortgage
loans originated by lenders such as commercial banks, savings associations and
mortgage bankers and brokers. Mortgage-backed securities may be issued by
governmental or government-related entities or by non-governmental entities such
as special purpose trusts created by commercial lenders.
Pools
of mortgages consist of whole mortgage loans or participations in mortgage
loans. The majority of these loans are made to purchasers of 1-4 family homes.
The terms and characteristics of the mortgage instruments are generally uniform
within a pool but may vary among pools. For example, in addition to fixed-rate,
fixed-term mortgages, the Fund may purchase pools of adjustable-rate mortgages,
growing equity mortgages, graduated payment mortgages and other types. Mortgage
poolers apply qualification standards to lending institutions, which originate
mortgages for the pools as well as credit standards and underwriting criteria
for individual mortgages included in the pools. In addition, many mortgages
included in pools are insured through private mortgage insurance companies.
Mortgage-backed
securities differ from other forms of fixed income securities, which normally
provide for periodic payment of interest in fixed amounts with principal
payments at maturity or on specified call dates. Most mortgage-backed
securities, however, are pass-through securities, which means that investors
receive payments consisting of a pro-rata share of both principal and interest
(less servicing and other fees), as well as unscheduled prepayments, as loans in
the underlying mortgage pool are paid off by the borrowers. Additional
prepayments to holders of these securities are caused by prepayments resulting
from the sale or foreclosure of the underlying property or refinancing of the
underlying loans. As prepayment rates of individual pools of mortgage loans vary
widely, it is not possible to predict accurately the average life of a
particular mortgage-backed security. Although mortgage-backed securities are
issued with stated maturities of up to forty years, unscheduled or early
payments of principal and interest on the mortgages may shorten considerably the
securities’ effective maturities.
Government
and Agency Mortgage-Backed Securities.
Each Fund may invest in government agency and mortgage-backed securities. The
principal issuers or guarantors of mortgage-backed securities are the Government
National Mortgage Association (“GNMA”), Fannie Mae (“FNMA”) and the Federal Home
Loan Mortgage Corporation (“FHLMC” or “Freddie Mac”). GNMA, a wholly-owned U.S.
Government corporation creates pass-through securities from pools of government
guaranteed (Farmers’ Home Administration, Federal Housing Authority or Veterans
Administration) mortgages. The principal and interest on GNMA pass-through
securities are backed by the full faith and credit of the U.S. Government.
FNMA
and Freddie Mac are U.S. Government-sponsored corporations and are subject to
regulation by the Office of Federal Housing Enterprise Oversight (“OFHEO”). Both
issue pass-through securities from pools of conventional and Federally insured
and/or guaranteed residential mortgages. FNMA guarantees full and timely payment
of all interest and principal, and FHLMC guarantees timely payment of interest
and ultimate collection of principal of its pass-through securities.
Mortgage-backed securities from FNMA and FHLMC are not backed by the full faith
and credit of the U.S. Government. The U.S. Department of the Treasury has the
authority to support FNMA and FHLMC by purchasing limited amounts of their
respective obligations, and the U.S. government has, in the past, provided
financial support to FNMA and FHLMC with respect to their debt obligations.
However, no assurance can
be
given that the U.S. government will always do so or would do so yet again.
Congress has been considering proposals to reduce the U.S. Government’s role in
the mortgage market and whether to wind down Fannie Mae and Freddie
Mac. The proposals include, among others, whether Fannie Mae and
Freddie Mac should be nationalized, privatized, restructured or
eliminated. The FHFA has announced plans to consider taking Fannie
Mae and Freddie Mac out of conservatorship. It is unclear how the capital
structure of Fannie Mae and Freddie Mac would be constructed
post-conservatorship, and what effects, if any, the privatization of Fannie Mae
and Freddie Mac will have on their creditworthiness and guarantees of certain
mortgage-backed securities. Fannie Mae and Freddie Mac also are the subject of
several continuing legal actions and investigations over certain accounting,
disclosure and corporate governance matters, which may have an adverse effect on
these entities. As a result, the future for Fannie Mae and Freddie
Mac is uncertain, as is the impact of such proposals, actions and investigations
on a Fund’s investments in securities issued by Fannie Mae and Freddie
Mac.
Except
for U.S. Treasury securities, obligations of U.S. Government agencies and
instrumentalities may or may not be supported by the full faith and credit of
the United States. Some are backed by the right of the issuer to
borrow from the Treasury; others by discretionary authority of the U.S.
Government to purchase the agencies’ obligations; while still others are
supported only by the credit of the instrumentality. In the case of securities
not backed by the full faith and credit of the United States, the investor must
look principally to the agency or instrumentality issuing or guaranteeing the
obligation for ultimate repayment and may not be able to assert a claim against
the United States itself in the event the agency or instrumentality does not
meet its commitment. Each Fund will invest in securities of such
agencies or instrumentalities only when the Adviser and/or Sub-Advisers is
satisfied that the credit risk is acceptable.
Privately
Issued Mortgage-Backed Securities.
The
Brown Advisory Intermediate Income Fund, Brown Advisory Total Return Fund, Brown
Advisory Sustainable Bond Fund, Brown Advisory Tax-Exempt Sustainable Bond Fund,
and Brown Advisory Mortgage Securities Fund may invest in privately issued
mortgage-backed securities. Mortgage-backed securities offered by private
issuers include pass-through securities consisting of pools of residential
mortgage loans, mortgage-backed bonds, which are considered to be debt
obligations of the institution issuing the bonds and are collateralized by
mortgage loans; and bonds and collateralized mortgage obligations that may be
collateralized by mortgage-backed securities issued by GNMA, FNMA or FHLMC or by
pools of conventional mortgages of multi-family or of commercial mortgage loans.
Privately-issued
mortgage-backed securities generally offer a higher rate of interest (but
greater credit and interest rate risk) than securities issued by U.S. Government
issuers because there are no direct or indirect governmental guarantees of
payment. Many non-governmental issuers or servicers of mortgage-backed
securities guarantee or provide insurance for timely payment of interest and
principal on the securities. The market for privately-issued mortgage-backed
securities is smaller and less liquid than the market for mortgage-backed
securities issued by U.S. government issuers.
Stripped
Mortgage-Backed Securities.
The
Brown Advisory Intermediate Income Fund, Brown Advisory Total Return Fund, Brown
Advisory Sustainable Bond Fund, Brown Advisory Tax-Exempt Sustainable Bond Fund,
and Brown Advisory Mortgage Securities Fund may invest in stripped
mortgage-backed securities. Stripped mortgage-backed securities are multi-class
mortgage-backed securities that are created by separating the securities into
their principal and interest components and selling each piece separately.
Stripped mortgage-backed securities are usually structured with different
classes that receive different proportions of the interest and principal
distributions in a pool of mortgage assets.
Collateralized
Mortgage Obligations.
The
Brown Advisory Intermediate Income Fund, Brown Advisory Total Return Fund, Brown
Advisory Sustainable Bond Fund, Brown Advisory Tax-Exempt Sustainable Bond Fund,
and Brown Advisory Mortgage Securities Fund may invest in collateralized
mortgage obligations (“CMOs”) that are collateralized by mortgage-backed
securities, including those issued by GNMA, FHLMC or FNMA (“Mortgage Assets”).
CMOs are multiple-class debt obligations. Payments of principal and interest on
the Mortgage Assets are passed through to the holders of the CMOs as they are
received, although certain classes (often referred to as “tranches”) of CMOs
have priority over other classes with respect to the receipt of mortgage
prepayments. Each tranche is issued at a specific or floating coupon rate and
has a stated maturity or final distribution date. Interest is paid or accrues in
all tranches on a monthly, quarterly or semi-annual basis. Payments of principal
and interest on Mortgage Assets are commonly applied to the tranches in the
order of their respective maturities or final distribution
dates,
so that generally, no payment of principal will be made on any tranche until all
other tranches with earlier stated maturity or distribution dates have been paid
in full.
Risks
– Specific to Mortgage-Backed Securities. The
value of mortgage-backed securities may be significantly affected by changes in
interest rates, the markets’ perception of issuers, the structure of the
securities and the creditworthiness of the parties involved. The ability of the
Fund to successfully utilize mortgage-backed securities depends in part upon the
ability of the Adviser to forecast interest rates and other economic factors
correctly. Some mortgage-backed securities have structures that make their
reaction to interest rate changes and other factors difficult to predict.
Prepayments
of principal of mortgage-backed securities by mortgagors or mortgage
foreclosures affect the average life of the mortgage-backed securities. The
occurrence of mortgage prepayments is affected by various factors, including the
level of interest rates, general economic conditions, the location and age of
the mortgages and other social and demographic conditions. In periods of rising
interest rates, the prepayment rate tends to decrease, lengthening the average
life of a pool of mortgage-backed securities. In periods of falling interest
rates, the prepayment rate tends to increase, shortening the average life of a
pool. The volume of prepayments of principal on the mortgages underlying a
particular mortgage-backed security will influence the yield of that security,
affecting the Fund’s yield. Because prepayments of principal generally occur
when interest rates are declining, it is likely that the Fund, to the extent it
retains the same percentage of fixed income securities, may have to reinvest the
proceeds of prepayments at lower interest rates than those of their previous
investments. If this occurs, the Fund’s yield will correspondingly decline.
Thus, mortgage-backed securities may have less potential for capital
appreciation in periods of falling interest rates (when prepayment of principal
is more likely) than other fixed income securities of comparable duration,
although they may have a comparable risk of decline in market value in periods
of rising interest rates. A decrease in the rate of prepayments may extend the
effective maturities of mortgage-backed securities, increasing their sensitivity
to changes in market interest rates. To the extent that the Fund purchases
mortgage-backed securities at a premium, unscheduled prepayments, which are made
at par, result in a loss equal to an unamortized premium.
To
the extent that a Fund invests in commercial mortgage-backed securities
(“CMBS”),
CMBS
are subject to credit risk and prepayment risk. Although prepayment
risk is present, it is of a lesser degree in CMBS than in the residential
mortgage market; commercial real estate property loans often contain provisions
which substantially reduce the likelihood that such securities will be prepaid
(e.g., significant prepayment penalties on loans and, in some cases, prohibition
on principal payments for several years following origination).
To
lessen the effect of the failures by obligors on Mortgage Assets to make
payments, CMOs and other mortgage-backed securities may contain elements of
credit enhancement, consisting of either (1) liquidity protection; or
(2) protection against losses resulting after default by an obligor on the
underlying assets and allocation of all amounts recoverable directly from the
obligor and through liquidation of the collateral. This protection may be
provided through guarantees, insurance policies or letters of credit obtained by
the issuer or sponsor from third parties, through various means of structuring
the transaction or through a combination of these. The Fund will not pay any
additional fees for credit enhancements for mortgage-backed securities, although
the credit enhancement may increase the costs of the mortgage-backed securities.
A
Fund may manage counterparty exposure for forward-settling agency
mortgage-backed securities (“MBS”) transactions, including TBA purchase
commitments, by requiring that such transactions be bilaterally
margined.
TBA
Purchase Commitments. The
Brown Advisory Intermediate Income Fund, the Brown Advisory Total Return Fund,
Brown Advisory Sustainable Bond Fund, Brown Advisory Tax-Exempt Sustainable Bond
Fund, Brown Advisory Mortgage Securities Fund, and Brown Advisory – Beutel
Goodman Large-Cap Value Fund may enter into “To Be Announced” (“TBA”) purchase
commitments to purchase mortgage-backed securities for a fixed price at a future
date. TBA purchase commitments may be considered securities in themselves and
involve a risk of loss if the value of the security to be purchased declines
prior to settlement date, which risk is in addition to the risk of decline in
the value of the Fund’s other assets. In addition, the
counterparty may not deliver the securities as promised. Unsettled
TBA purchase commitments are valued at the current market value of the
underlying securities. It may be expected that the Fund’s net assets
will fluctuate to a greater degree when it sets aside portfolio securities to
cover such purchase commitments than when it sets aside cash. On
delivery dates for such transactions,
the
Fund will meet its obligations from cash flow. If the Fund chooses to
dispose of the TBA security prior to its settlement, it could, as with the
disposition of any other portfolio obligation, incur a gain or loss due to
market fluctuation.
Asset-Backed
Securities
General.
Each
Fund may invest in asset-backed securities. Asset-backed securities have
structural characteristics similar to mortgage-backed securities but have
underlying assets that are not mortgage loans or interests in mortgage loans.
Asset-backed securities represent fractional interests in, or are secured by and
payable from, pools of assets such as motor vehicle installment sales contracts,
installment loan contracts, leases of various types of real and personal
property and receivables from revolving credit (for example, credit card)
agreements. Assets are securitized through the use of trusts and special purpose
corporations that issue securities that are often backed by a pool of assets
representing the obligations of a number of different parties. Repayments
relating to the assets underlying the asset-backed securities depend largely on
the cash flows generated by such assets. The credit quality of most asset-backed
securities depends primarily on the credit quality of the assets underlying such
securities, how well the entity issuing the security is insulated from the
credit risk of the originator or any other affiliated entities, and the amount
and quality of any credit enhancements associated with the securities. Payments
or distributions of principal and interest on asset-backed securities may be
supported by credit enhancements including letters of credit, an insurance
guarantee, reserve funds and over collateralization. Asset-backed securities
have structures and characteristics similar to those of mortgage-backed
securities and, accordingly, are subject to many of the same risks, although
often, to a greater extent.
Risks
– Specific to Asset-Backed Securities.
Like mortgages-backed securities, the collateral underlying asset-backed
securities are subject to prepayment, which may reduce the overall return to
holders of asset-backed securities. Asset-backed securities present certain
additional and unique risks. Primarily, these securities do not always have the
benefit of a security interest in collateral comparable to the security
interests associated with mortgage-backed securities. Credit card receivables
are generally unsecured and the debtors are entitled to the protection of a
number of state and Federal consumer credit laws, many of which give such
debtors the right to set-off certain amounts owed on the credit cards, thereby
reducing the balance due. Automobile receivables generally are secured by
automobiles. Most issuers of automobile receivables permit the loan servicers to
retain possession of the underlying obligations. If the servicer were to sell
these obligations to another party, there is a risk that the purchaser would
acquire an interest superior to that of the holders of the asset-backed
securities. In addition, because of the large number of vehicles involved in a
typical issuance and the technical requirements under state laws, the trustee
for the holders of the automobile receivables may not have a proper security
interest in the underlying automobiles. As a result, the risk that recovery on
repossessed collateral might be unavailable or inadequate to support payments on
asset-backed securities is greater for asset-backed securities than for
mortgage-backed securities. In addition, because asset-backed securities are
relatively new, the market experience in these securities is limited and the
market’s ability to sustain liquidity through all phases of an interest rate or
economic cycle has not been tested.
Variable
Amount Master Demand Notes
General.
Each
Fund may invest in variable amount master demand notes. Variable amount master
demand notes are unsecured demand notes that permit investment of fluctuating
amounts of money at variable rates of interest pursuant to arrangements with
issuers who meet certain quality criteria. All variable amount master demand
notes acquired by a Fund will be payable within a prescribed notice period not
to exceed seven days.
Variable
and Floating Rate Securities
Each
Fund may invest in variable and floating rate securities. Fixed Income
securities that have variable or floating rates of interest may, under certain
limited circumstances, have varying principal amounts. These securities pay
interest at rates that are adjusted periodically according to a specified
formula, usually with reference to one or more interest rate indices or market
interest rates (the “underlying index”). The interest paid on these securities
is a function primarily of the underlying index upon which the interest rate
adjustments are based. These adjustments minimize changes in the market value of
the obligation. Similar to fixed rate debt instruments, variable and floating
rate instruments are subject to changes in value based on changes in market
interest rates or changes in the issuer’s
creditworthiness.
The rate of interest on securities may be tied to U.S. Government Securities or
indices on those securities as well as any other rate of interest or index, such
as the London Interbank Offered Rate ("LIBOR"). On July 27, 2017, the head of
the UK's Financial Conduct Authority announced a desire to phase out the use of
LIBOR by the end of 2021. On December 31, 2021, certain LIBOR settings ceased to
be published. However, the most widely used U.S. dollar LIBORs are still
scheduled to be published through June 30, 2023. As
of January 1, 2022, as a result of supervisory guidance from U.S. regulators,
some U.S. regulated entities have ceased entering into new LIBOR contracts with
limited exceptions.
On
March 15, 2022, the Adjustable Interest Rate (LIBOR) Act was signed into law.
This law provides a statutory fallback mechanism on a nationwide basis to
replace LIBOR with a benchmark rate that is selected by the Board of Governors
of the Federal Reserve System and based on SOFR (defined below) for certain
contracts that reference LIBOR and contain no, or insufficient, fallback
provisions. It
is expected that implementing regulations in respect of the law will follow.
Although
the transition process away from LIBOR has become increasingly well-defined in
advance of the anticipated discontinuation date, there remains uncertainty
regarding the future utilization of LIBOR and the nature of any replacement
rates. Accordingly,
the potential effect of a transition away from LIBOR on a Fund or the debt
securities or other instruments based on LIBOR in which a Fund invests cannot
yet be determined. The
transition process might lead to increased volatility and illiquidity in markets
for instruments with terms tied to LIBOR. It
could also lead to a reduction in the interest rates on, and the value of, some
LIBOR-based investments and reduce the effectiveness of hedges mitigating risk
in connection with LIBOR-based investments.
In
June 2017, the Alternative Reference Rates Committee, a group of large U.S.
banks working with the Federal Reserve, announced a replacement for LIBOR, the
Secured Overnight Funding Rate ("SOFR"). The Federal Reserve Bank of New York
began publishing the SOFR in April 2018, which is a broad measure of the cost of
overnight borrowing of cash collateralized by Treasury securities. SOFR is
intended to serve as a reference rate for U.S. dollar-based debt and derivatives
and ultimately reduce the markets' dependence on LIBOR. Bank working groups and
regulators in other countries have suggested other alternatives for their
markets, including the Sterling Overnight Interbank Average Rate (“SONIA”) in
the UK.
Alteration
of the terms of a debt instrument or a modification of the terms of other types
of contracts to replace LIBOR or another interbank offered rate (“IBOR”) with a
new reference rate could result in a taxable exchange and the realization of
income and gain/loss for U.S. Federal income tax purposes. The IRS has issued
final regulations regarding the tax consequences of the transition from IBOR to
a new reference rate in debt instruments and non-debt contracts. Under the final
regulations, alteration or modification of the terms of a debt instrument to
replace an operative rate that uses a discontinued IBOR with a qualified rate
(as defined in the final regulations) including true up payments equalizing the
fair market value of contracts before and after such IBOR transition, to add a
qualified rate as a fallback rate to a contract whose operative rate uses a
discontinued IBOR or to replace a fallback rate that uses a discontinued IBOR
with a qualified rate would not be taxable. The IRS may provide additional
guidance, with potential retroactive effect.
Variable
and floating rate demand notes of corporations are redeemable upon a specified
period of notice. These obligations include master demand notes that permit
investment of fluctuating amounts at varying interest rates under direct
arrangements with the issuer of the instrument. The issuer of these obligations
often has the right, after a given period, to prepay the outstanding principal
amount of the obligations upon a specified number of days’ notice.
Certain
securities may have an initial principal amount that varies over time based on
an interest rate index, and, accordingly, the Fund might be entitled to less
than the initial principal amount of the security upon the security’s maturity.
A Fund intends to purchase these securities only when the Adviser believes the
interest income from the instrument justifies any principal risks associated
with the instrument. The Adviser may attempt to limit any potential loss of
principal by purchasing similar instruments that are intended to provide an
offsetting increase in principal. There can be no assurance that the Adviser
will be able to limit the effects of principal fluctuations and, accordingly,
the Fund may incur losses on those securities even if held to maturity without
issuer default.
There
may not be an active secondary market for any particular floating or variable
rate instruments, which could make it difficult for a Fund to dispose of the
instrument during periods that the Fund is not entitled to exercise any demand
rights it may have. The Fund could, for this or other reasons, suffer a loss
with respect to those instruments.
The
Adviser monitors the liquidity of the Fund’s investment in variable and floating
rate instruments, but there can be no guarantee that an active secondary market
will exist.
Non-U.S. Dollar
Denominated Securities and Other Fixed Income Securities
Each
Fund may invest in short-term money market instruments issued in the U.S. or
abroad, denominated in U.S. dollars or any foreign currency. Short-term money
market instruments include repurchase agreements, short-term fixed or variable
rate certificates of deposit, time deposits with a maturity no greater than 180
days, bankers’ acceptances, commercial paper rated A-1 by S&P or Prime-1 by
Moody’s or in similar other money market securities. Certificates of deposit
represent an institution’s obligation to repay funds deposited with it that earn
a specified interest rate over a given period. Bankers’ acceptances are
negotiable obligations of a bank to pay a draft, which has been drawn by a
customer, and are usually backed by goods in international trade. Time deposits
are non-negotiable deposits with a banking institution that earn a specified
interest rate over a given period. Certificates of deposit and time deposits
generally may be withdrawn on demand by the Fund but may be subject to early
withdrawal penalties that could reduce the Fund’s performance.
Each
Fund may also invest in other high quality fixed income securities denominated
in U.S. dollars, any foreign currency or in a multi-national currency unit (e.g.
the European Currency Unit).
Each
Fund may invest in non-U.S. dollar denominated securities including debt
obligations denominated in foreign or composite currencies (such as the European
Currency Unit) issued by (1) foreign national, provincial, state or
municipal governments or their political subdivisions; (2) international
organizations designated or supported by governmental entities (e.g., the World
Bank and the European Community); (3) non-dollar securities issued by the
U.S. Government; and (4) foreign corporations.
Inflation-Protected
Securities.
Each
Fund may invest in U.S. Treasury Inflation Protected Securities (“U.S. TIPS”),
to the extent permitted by the Prospectus. U.S. TIPS are fixed income securities
issued by the U.S. Department of Treasury, the principal amounts of which are
adjusted daily based upon changes in the rate of inflation. The Fund may also
invest in other inflation-protected securities issued by non-U.S. governments or
by private issuers. U.S. TIPS pay interest on a semi-annual basis, equal to a
fixed percentage of the inflation-adjusted principal amount. The interest rate
on these bonds is fixed at issuance, but over the life of the bond this interest
may be paid on an increasing or decreasing principal value that has been
adjusted for inflation.
Repayment
of the original bond principal upon maturity (as adjusted for inflation) is
guaranteed for U.S. TIPS, even during a period of deflation. However, because
the principal amount of U.S. TIPS would be adjusted downward during a period of
deflation, the Fund will be subject to deflation risk with respect to its
investments in these securities. In addition, the current market value of the
bonds is not guaranteed, and will fluctuate. If the Fund purchases in the
secondary market U.S. TIPS whose principal values have been adjusted upward due
to inflation since issuance, the Fund may experience a loss if there is a
subsequent period of deflation. The Fund may also invest in other
inflation-related bonds which may or may not provide a guarantee of principal.
If a guarantee of principal is not provided, the adjusted principal value of the
bond repaid at maturity may be less than the original principal
amount.
The
periodic adjustment of U.S. TIPS is currently tied to the Consumer Price Index
for All Urban Consumers (“CPI-U”), which is calculated by the U.S. Department of
Treasury. The CPI-U is a measurement of changes in the cost of living, made up
of components such as housing, food, transportation and energy.
Inflation-protected bonds issued by a non-U.S. government are generally adjusted
to reflect a comparable inflation index, calculated by that government. There
can no assurance that the CPI-U or any non-U.S. inflation index will accurately
measure the real rate of inflation in the prices of goods and services. If
interest rates rise due to reasons other than inflation (for example, due to
changes in currency exchange rates), investors in these securities may not be
protected to the extent that the increase is not reflected in the bond’s
inflation measure. In addition, there can be no assurance that the rate of
inflation in a non-U.S. country will be correlated to the rate of inflation in
the United States.
In
general, the value of inflation-protected bonds is expected to fluctuate in
response to changes in real interest rates, which are in turn tied to the
relationship between nominal interest rates and the rate of inflation.
Therefore, if inflation were to rise at a faster rate than nominal interest
rates, real interest rates might decline, leading to an increase in value of
inflation-protected bonds. In contrast, if nominal interest rates increased at a
faster rate than inflation, real interest rates might rise, leading to a
decrease in value of inflation-protected bonds. If inflation is lower than
expected during the period the Fund holds the security, the Fund may earn less
on the security than on a conventional bond. Any increase in principal value is
taxable in the year the increase occurs, even though holders do not receive cash
representing the increase at that time. As a result, when the Fund invests in
inflation-protected securities, it could be required at times to liquidate other
investments, including when it is not advantageous to do so, in order to satisfy
its distribution requirements as a regulated investment company (“RIC”) and to
eliminate any fund-level income tax liability under the Code.
Infrastructure
Investments.
Each
Fund may invest in securities and other obligations of U.S. and non-U.S. issuers
providing exposure to infrastructure investment. Infrastructure
investments may be related to physical structures and networks that provide
necessary services to society, such as transportation and communications
networks, water and energy utilities, and public service
facilities. Securities, instruments and obligations of
infrastructure-related companies and projects are more susceptible to adverse
economic or regulatory occurrences affecting their
industries. Infrastructure companies may be subject to a variety of
factors that may adversely affect their business or operations, including high
interest costs in connection with capital construction programs, high leverage,
costs associated with environmental and other regulations, the effects of
economic slowdown, surplus capacity, increased competition from other providers
of services, uncertainties concerning the availability of fuel at reasonable
prices, the effects of energy conservation policies and other
factors. Infrastructure companies and projects also may be affected
by or subject to (i) regulation by various government authorities, including
rate regulation; (ii) service interruption due to environmental, operational or
other mishaps; (iii) the imposition of special tariffs and changes in tax laws,
regulatory policies and accounting standards; and (iv) general changes in market
sentiment towards infrastructure and utilities assets.
Short-Term
Instruments
Each
Fund may invest in short-term money market instruments issued in the U.S. or
abroad, denominated in U.S. dollars or any foreign currency. Short-term money
market instruments include repurchase agreements, short-term fixed or variable
rate certificates of deposit, time deposits with a maturity no greater than 180
days, bankers’ acceptances, commercial paper rated A-1 by S&P or Prime-1 by
Moody’s or in similar other money market securities. Certificates of deposit
represent an institution’s obligation to repay funds deposited with it that earn
a specified interest rate over a given period. Bankers’ acceptances are
negotiable obligations of a bank to pay a draft, which has been drawn by a
customer, and are usually backed by goods in international trade. Time deposits
are non-negotiable deposits with a banking institution that earn a specified
interest rate over a given period. Certificates of deposit and time deposits
generally may be withdrawn on demand by the Fund but may be subject to early
withdrawal penalties that could reduce the Fund’s performance.
Each
Fund may also invest in other high quality fixed income securities denominated
in U.S. dollars, any foreign currency or in a multi-national currency unit (e.g.
the European Currency Unit).
Risks
of Debt Securities
General.
Yields on debt securities, including municipal securities, are dependent on a
variety of factors, including the general conditions of the debt securities
markets, the size of a particular offering, the maturity of the obligation and
the rating of the issue. Debt securities with longer maturities tend to produce
higher yields and are generally subject to greater price movements than
obligations with shorter maturities. A portion of the municipal securities held
by Brown Advisory Equity Income Fund, Brown Advisory Intermediate Income Fund,
Brown Advisory Sustainable Bond Fund, Brown Advisory Maryland Bond Fund, Brown
Advisory Tax-Exempt Bond Fund, Brown Advisory Mortgage Securities Fund and the
Brown Advisory Tax-Exempt Sustainable Bond Fund may be supported by credit and
liquidity enhancements such as letters of credit (which are not covered by
federal deposit insurance) or puts or demand features of third party financial
institutions, general domestic and foreign banks.
Debt
securities may be subject to extension or prepayment risk, which refers to the
change in total return on a security resulting from an extension or abbreviation
of the security’s maturity, respectively. If an issuer redeems the debt
securities prior to final maturity, a Fund may have to replace these securities
with lower yielding securities, which could result in a lower return. This is
known as prepayment risk and is more likely occur in a falling interest rate
environment. In a rising interest rate environment, prepayment on outstanding
debt securities is less likely to occur. This is known as extension risk and may
cause the value of debt securities to depreciate as a result of the higher
market interest rates.
Issuers
may prepay fixed rate debt securities when interest rates fall, forcing the Fund
to invest in securities with lower interest rates. Issuers of debt securities
are also subject to the provisions of bankruptcy, insolvency and other laws
affecting the rights and remedies of creditors that may restrict the ability of
the issuer to pay, when due, the principal of and interest on its debt
securities. The possibility exists therefore, that, as a result of bankruptcy,
litigation or other conditions, the ability of an issuer to pay, when due, the
principal of and interest on its debt securities may become impaired.
Interest
Rate Risk.
The market value of the interest-bearing debt securities held by a Fund will be
affected by changes in interest rates. There is normally an inverse relationship
between the market value of securities sensitive to prevailing interest rates
and actual changes in interest rates. The longer the remaining maturity (and
duration) of a security, the more sensitive the security is to changes in
interest rates. All debt securities, including U.S. Government Securities, can
change in value when there is a change in interest rates. As a result, an
investment in a Fund is subject to risk even if all debt securities in the
Fund’s investment portfolio are paid in full at maturity. In the past few years,
the Board of Governors of the Federal Reserve System (the “Fed”) has
occasionally raised the “federal funds rate,” and has also implemented
reductions in the "federal funds rate." During periods of rising interest rates,
the Funds are subject to heightened levels of interest rate risk. Over the
past several years, the Fed has maintained the level of interest rates at or
near historic lows, however, more recently, interest rates have begun to
increase as a result of action that has been taken by the Fed which has raised,
and may continue to raise, interest rates, which may negatively impact the
Funds’ performance or otherwise adversely impact the Funds. Interest rate
increases may have sudden and unpredictable effects on the markets and the
Funds’ investments. Debt securities with longer durations tend to be more
sensitive to changes in interest rates, often making them more volatile in
response to interest rate changes than debt securities with shorter
durations.
Credit
Risk. Changes
in the ability of an issuer to make payments of interest and principal and in
the markets’ perception of an issuer’s creditworthiness will also affect the
market value of that issuer’s debt securities. The financial condition of an
issuer of a debt security held by the Fund may cause it to default on interest
or principal payments due on a security. This risk generally increases as
security credit ratings fall.
To
limit credit risk, each Fund may purchase unrated fixed income securities if, at
the time of purchase, the Adviser and/or Sub-Advisers believe that they are of
comparable quality to rated securities that the Fund may purchase. It is
anticipated that the average credit rating of the fixed income securities held
by the Brown Advisory Total Return Fund will be “Aa” as per Moody’s or “AA” as
per S&P.
Moody’s,
S&P and other NRSROs are private services that provide ratings of the credit
quality of debt obligations, including convertible securities. A description of
the range of ratings assigned to various types of bonds and other securities by
several NRSROs is included in Appendix
A
to this SAI. The Adviser may use these ratings to determine whether to purchase,
sell or hold a security. Ratings are general and are not absolute standards of
quality. Securities with the same maturity, interest rate and rating may have
different market prices. If an issue of securities ceases to be rated or if its
rating is reduced after it is purchased by a Fund, the Adviser will determine
whether the Fund should continue to hold the obligation. Credit ratings attempt
to evaluate the safety of principal and interest payments and do not evaluate
the risks of fluctuations in market value. The rating of an issuer is a rating
agency’s view of potential developments related to the issuer and may not
necessarily reflect actual outcomes. Also, rating agencies may fail to make
timely changes in credit ratings. An issuer’s current financial condition may be
better or worse than a rating indicates. Unrated securities may not be as
actively traded as rated securities. Because a downgrade often results in a
reduction in the market price of the security, the sale of a downgraded security
may result in a loss.
Credit
ratings for debt securities provided by rating agencies evaluate the safety of
principal and interest payments, not market value risk. The rating of an issuer
is a rating agency’s view of past and future potential developments related to
the issuer and may not necessarily reflect actual outcomes. There can be a lag
between the time of developments relating to a issuer and the time a rating is
assigned and updated.
High
Yield Debt or Junk Bond Securities. Brown
Advisory Small-Cap Fundamental Value Fund, Brown Advisory Sustainable Small-Cap
Core Fund, Brown Advisory Sustainable International Leaders Fund, Brown Advisory
Total Return Fund, Brown Advisory Sustainable Bond Fund, Brown Advisory
Tax-Exempt Bond Fund, Brown Advisory Mortgage Securities Fund, and Brown
Advisory – Beutel Goodman Large-Cap Value Fund may invest in securities rated
below investment grade; that is, rated at or below Ba by Moody’s or BB by
S&P, or the equivalent by any other NRSRO and may invest in securities rated
as low as C by Moody’s or D by S&P, or the equivalent by any other NRSRO.
Each Fund may invest in unrated debt securities determined by the Adviser or
Sub-Adviser, as applicable, to be of comparable quality or that is trading at a
substantial discount to par value.
The
Brown Advisory Equity Income Fund, Brown Advisory Sustainable Bond Fund, Brown
Advisory Tax-Exempt Bond Fund, and Brown Advisory Mortgage Securities Fund will
limit their investments in High Yield or Junk Bond securities to no greater than
20% of each Fund’s total assets.
Distressed
Debt Securities. The
Brown Advisory Small-Cap Fundamental Value Fund, Brown Advisory Sustainable
Small-Cap Core Fund, and Brown Advisory Sustainable International Leaders Fund
will limit their investment in distressed debt securities, rated as low as C by
Moody’s or D by S&P, to 5% of the Fund’s total assets. Distressed debt
securities are regarded as predominantly speculative with respect to the
issuer’s capacity to pay interest and repay principal in accordance with the
terms of the obligations and involve major risk exposure to adverse business,
financial, economic or political conditions. See Appendix A for additional
information on the bond ratings of Moody’s and S&P.
Foreign
Debt Securities Risks.
To the extent that a Fund invests in fixed income securities of companies
located outside the United States, see the risks related to foreign securities
set forth in the section entitled “Investment Policies and Risks – Equity
Securities – Foreign Securities Risks” above.
Foreign
Currencies Transactions
General
Each
Fund may temporarily hold funds in bank deposits in foreign currencies during
the completion of investment programs and may conduct foreign currency exchange
transactions either on a cash basis or at the rate prevailing in the foreign
exchange market.
Each
Fund may enter into a forward foreign currency contract. A forward currency
contract (“forward contract”) involves an obligation to purchase or sell a
specific amount of a specific currency at a future date, which may be any fixed
number of days (usually less than one year) from the date of the contract agreed
upon by the parties, at a price set at the time of the contract. At or before
settlement of a forward currency contract, a Fund may either deliver the
currency or terminate its contractual obligation to deliver the currency by
purchasing an offsetting contract. If a Fund makes delivery of the foreign
currency at or before the settlement of a forward contract, it may be required
to obtain the currency through the conversion of assets of the Fund into the
currency. Each Fund may close out a forward contract obligating it to purchase
currency by selling an offsetting contract, in which case, it will realize a
gain or a loss.
Forward
contracts are considered derivatives. A Fund enters into forward contracts in
order to “lock in” the exchange rate between the currency it will deliver and
the currency it will receive for the duration of the contract. In addition, each
Fund may enter into forward contracts to hedge against risks arising from
securities the Fund owns or anticipates purchasing, or the U.S. dollar value of
interest and dividends paid on those securities. The Funds do not intend to
enter into forward contracts on a regular or continuing basis and the Funds will
not enter these contracts for speculative purposes.
The
Brown Advisory Small-Cap Fundamental Value Fund, Brown Advisory Sustainable
Small-Cap Core Fund, Brown Advisory Global Leaders Fund, Brown Advisory – WMC
Strategic European Equity Fund, Brown Advisory Sustainable Bond Fund, Brown
Advisory Total Return Fund, Brown Advisory Emerging Markets Select Fund and
Brown Advisory Sustainable International Leaders Fund will not have more than
10% of their respective total assets committed to forward contracts, or maintain
a net exposure to forward contracts that would obligate the Fund to deliver an
amount of foreign currency in excess of the value of the Fund's investment
securities or other assets denominated in that currency.
Risks
Foreign
currency transactions involve certain costs and risks. A Fund incurs foreign
exchange expenses in converting assets from one currency to another. Forward
contracts involve a risk of loss if the Adviser and/or Sub‑Advisers are
inaccurate in their prediction of currency movements. The projection of
short-term currency market movements is extremely difficult and the successful
execution of a short-term hedging strategy is highly uncertain. The precise
matching of forward contract amounts and the value of the securities involved is
generally not possible. Accordingly, it may be necessary for a Fund to purchase
additional foreign currency if the market value of the security is less than the
amount of the foreign currency the Fund is obligated to deliver under the
forward contract and the decision is made to sell the security and make delivery
of the foreign currency. The use of forward contracts as a hedging technique
does not eliminate fluctuations in the prices of the underlying securities the
Fund owns or intends to acquire, but it does fix a rate of exchange in advance.
Although forward contracts can reduce the risk of loss due to a decline in the
value of the hedged currencies, they also limit any potential gain that might
result from an increase in the value of the currencies. There is also the risk
that the other party to the transaction may fail to deliver currency when due
which may result in a loss to a Fund.
Leverage
Transactions
General
Each
Fund may use leverage to increase potential returns. Each Fund does not
currently intend to use leverage in excess of 15% of total assets. Leverage
involves special risks and may involve speculative investment techniques.
Leverage exists when cash made available to a Fund through an investment
technique is used to make additional Fund investments. Leverage transactions
include borrowing for other than temporary or emergency purposes, lending
portfolio securities, entering into reverse repurchase agreements, and
purchasing securities on a when-issued, delayed delivery or forward commitment
basis. A Fund uses these investment techniques only when the Adviser believes
that the leveraging and the returns available to a Fund from investing the cash
will provide investors with a potentially higher return. (See “Risks” below.)
Borrowing.
Each Fund (other than Brown Advisory Intermediate Income Fund, Brown Advisory
Maryland Bond Fund and Brown Advisory Tax-Exempt Bond Fund) may borrow money as
a temporary measure for extraordinary or emergency purposes in amounts up to
331/3%
of the Fund’s total assets at the time of borrowing. The Brown Advisory Flexible
Equity Fund, Brown Advisory Small-Cap Fundamental Value Fund, Brown Advisory
Sustainable Small-Cap Core Fund, Brown Advisory Global Leaders Fund, Brown
Advisory Sustainable International Leaders Fund, Brown Advisory – WMC Strategic
European Equity Fund, and Brown Advisory Emerging Markets Select Fund may invest
in reverse repurchase agreements for other than temporary or emergency purposes,
but such investments in reverse repurchase agreements are limited to
331/3%
of the Fund’s total assets at the time of investments.
Senior
Securities. Pursuant
to Section 18(f)(1) of the 1940 Act, a Fund may not issue any class of
senior security or sell any senior security of which it is the issuer, except
that the Fund shall be permitted to borrow from any bank so long as immediately
after such borrowings, there is an asset coverage of at least 300% and that in
the event such asset coverage falls below this percentage, the Fund shall reduce
the amount of its borrowings, within 3 days, excluding holidays and Sundays, to
an extent that the asset coverage shall be at least 300%. In accordance with
Section 18 of the 1940 Act, a Fund will not mortgage, pledge or hypothecate its
assets in an amount exceeding 331/3%
of the value of its total assets.
Securities
Lending.
Each Fund may lend portfolio securities in an amount up to 331/3%
of its total assets (10% of total assets for Brown Advisory Maryland Bond Fund,
Brown Advisory Tax-Exempt Bond Fund and Brown Advisory Tax-Exempt Sustainable
Bond Fund) to brokers, dealers and other financial institutions. The Brown
Advisory Equity Income Fund does not intend to lend securities. If it
did, the Fund would need Board approval to lend securities from its portfolio to
brokers, dealers and financial institutions (but not individuals) in order to
increase the return on its portfolio.
In
a portfolio securities lending transaction, the Fund receives from the borrower
an amount equal to the interest paid or the dividends declared on the loaned
securities during the term of the loan as well as the interest on the collateral
securities, less any fees (such as finders or administrative fees) the Fund pays
in arranging the loan. The Fund may share the interest it receives on the
collateral securities with the borrower. The terms of the Fund’s loans permit
the Fund to reacquire loaned securities on five business days’ notice or in time
to vote on any important matter. Loans are subject to termination at the option
of the Fund or the borrower at any time, and the borrowed securities must be
returned when the loan is terminated. The Fund may pay fees to arrange for
securities loans.
The
SEC currently requires that the following conditions must be met whenever a
Fund’s portfolio securities are loaned: (1) the Fund must receive at least
100% cash collateral from the borrower; (2) the borrower must increase such
collateral whenever the market value of the securities rises above the level of
such collateral; (3) the Fund must be able to terminate the loan at any
time; (4) the Fund must receive reasonable interest on the loan, as well as
any dividends, interest or other distributions on the loaned securities, and any
increase in market value; (5) the Fund may pay only reasonable custodian
fees approved by the Board in connection with the loan; (6) while voting
rights on the loaned securities may pass to the borrower, the Board must
terminate the loan and regain the right to vote the securities if a material
event adversely affecting the investment occurs, and (7) the Fund may not
loan its portfolio securities so that the value of the loaned securities is more
than one-third of its total asset value, including collateral received from such
loans. These conditions may be subject to future modification. Such loans will
be terminable at any time upon specified notice. A Fund might experience the
risk of loss if the institution with which it has engaged in a portfolio loan
transaction breaches its agreement with the Fund. In addition, a Fund will not
enter into any portfolio security lending arrangement having a duration of
longer than one year. The principal risk of portfolio lending is potential
default or insolvency of the borrower. In either of these cases, a Fund could
experience delays in recovering securities or collateral or could lose all or
part of the value of the loaned securities. All of the Funds’ collateral
received in connection with securities lending transactions is held as cash or
cash equivalents or in the form received from the borrower (if securities) or
invested in other funds that are managed in accordance with the investment
restrictions of Rule 2a-7 under the1940 Act. In addition, all investments made
with the collateral received are subject to the risks associated with such
investments. If such investments lose value, a Fund will have to cover the loss
when repaying the collateral.
Any
loans of portfolio securities are fully collateralized based on values that are
marked-to-market daily. Any securities that a Fund may receive as collateral
will not become part of the Fund’s investment portfolio at the time of the loan
and, in the event of a default by the borrower, the Fund will, if permitted by
law, dispose of such collateral except for such part thereof that is a security
in which the Fund is permitted to invest. During the time securities are on
loan, the borrower will pay a Fund any accrued income on those securities, and
the Fund may invest the cash collateral and earn income or receive an
agreed-upon fee from a borrower that has delivered cash-equivalent
collateral.
Reverse
Repurchase Agreements. Each
Fund may enter into reverse repurchase agreements which are transactions in
which a Fund sells a security and simultaneously agrees to repurchase that
security from the seller at an agreed upon price on an agreed upon future date,
normally, one to seven days later. Such reverse repurchase agreements would
represent no more than 15% of the foregoing Fund’s assets (5% of total assets
for the Brown Advisory Tax-Exempt Bond Fund and the Brown Advisory Tax-Exempt
Sustainable Bond Fund).
Reverse
repurchase agreements involve the risk that the market value of securities
retained in lieu of sale by a Fund may decline below the price of the securities
such Fund has sold but is obliged to repurchase. If the buyer of securities
under a reverse repurchase agreement files for bankruptcy or becomes insolvent,
such buyer or its trustee or receiver may receive an extension of time to
determine whether to enforce a Fund’s obligation to repurchase the securities.
During that time, a Fund’s use of the proceeds of the reverse repurchase
agreement effectively may be restricted.
When-Issued
Securities and Forward Commitments. Each
Fund may invest in securities offered on a “when-issued” and “forward
commitment” basis (including a delayed delivery basis). Securities purchased on
a “when-issued” or “forward commitment basis” are securities not available for
immediate delivery despite the fact that a market exists for those securities. A
purchase is made on a “delayed delivery” basis when the transaction is
structured to occur sometime in the future.
When
these transactions are negotiated, the price, which is generally expressed in
yield terms, is fixed at the time the commitment is made, but delivery and
payment for the securities take place at a later date. Normally, the settlement
date occurs within two months after the transaction, but delayed settlements
beyond two months may be negotiated. During the period between a commitment and
settlement, no payment is made for the securities purchased by the purchaser
and, thus, no interest accrues to the purchaser from the transaction. At the
time a Fund makes the commitment to purchase securities on a when-issued basis
or forward commitment, the Fund will record the transaction as a purchase and
thereafter reflect the value each day of such securities in determining its NAV.
No when-issued or forward commitments will be made by a Fund (except 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
and Brown Advisory Mortgage Securities Fund) if, as a result, more than 25% of a
Fund’s total assets would be committed to such transactions.
Risks
Leverage
creates the risk of magnified capital losses. Leverage may involve the creation
of a liability that requires the Fund to pay interest (for instance, reverse
repurchase agreements) or the creation of a liability that does not entail any
interest costs (for instance, forward commitment costs).
The
risks of leverage include a higher volatility of the NAV of a Fund’s securities
which may be magnified by favorable or adverse market movements or changes in
the cost of cash obtained by leveraging and the yield from invested cash. So
long as a Fund is able to realize a net return on its investment portfolio that
is higher than interest expense incurred, if any, leverage will result in higher
current net investment income for the Fund than if the Fund were not leveraged.
Changes in interest rates and related economic factors could cause the
relationship between the cost of leveraging and the yield to change so that
rates involved in the leveraging arrangement may substantially increase relative
to the yield on the obligations in which the proceeds of the leveraging have
been invested. To the extent that the interest expense involved in leveraging
approaches the net return on a Fund’s investment portfolio, the benefit of
leveraging will be reduced, and, if the interest expense incurred as a result of
leveraging on borrowings were to exceed the net return to investors, the Fund’s
use of leverage would result in a lower rate of return than if the Fund were not
leveraged. In an extreme case, if a Fund’s current investment income were not
sufficient to meet the interest expense of leveraging, it could be necessary for
the Fund to liquidate certain of its investments at an inappropriate time.
Repurchase
Agreements
General
Each
Fund may enter into repurchase agreements which are transactions in which a Fund
purchases a security and simultaneously agrees to resell that security to the
seller at an agreed upon price on an agreed upon future date, normally, one to
seven days later. If a Fund enters into a repurchase agreement, it will maintain
possession of the purchased securities and any underlying collateral. For
purposes of the 1940 Act, a repurchase agreement is deemed to be a loan from a
Fund to the seller of the security subject to the repurchase agreement.
Repurchase agreements are not considered to be the making of loans for purposes
of the Funds’ fundamental investment limitations.
Risks
Repurchase
transactions also involve credit risk. Credit risk is the risk that a
counterparty to a transaction will be unable to honor its financial obligation.
In the event that bankruptcy, insolvency or similar proceedings are commenced
against a counterparty, a Fund may have difficulties in exercising its rights to
the underlying securities
or
currencies, as applicable. A Fund may incur costs and expensive time delays in
disposing of the underlying securities and it may suffer a loss of principal or
a decline in interest payments regarding affected securities. Failure by the
other party to deliver a security or currency purchased by a Fund may result in
a missed opportunity to make an alternative investment. Certain repurchase
agreements that a Fund may enter into may or may not be subject to an automatic
stay in bankruptcy proceedings. Favorable insolvency laws that allow a Fund,
among other things, to liquidate the collateral held in the event of the
bankruptcy of the counterparty reduce counterparty insolvency risk.
Real
Estate Investment Trusts
The
Funds may invest in real estate investment trusts (“REITs”). Equity
REITs invest directly in real property while mortgage REITs invest in mortgages
on real property. REITs may be subject to certain risks associated
with the direct ownership of real estate, including declines in the value of
real estate, risks related to general and local economic conditions,
overbuilding and increased competition, increases in property taxes and
operating expenses and variations in rental income. To the extent a Fund
invests in REITs, the Fund will also be subject to risks associated with
extended vacancies of properties or defaults by borrowers or tenants,
particularly during periods of disruptions to business operations or an economic
downturn. REITs pay dividends to their shareholders based upon available funds
from operations. It is quite common for these dividends to exceed a REIT’s
taxable earnings and profits, resulting in the excess portion of such dividends
being designated as a return of capital. The Fund intends to include
the gross dividends from such REITs in its distribution to its shareholders and,
accordingly, a portion of the Fund’s distributions may also be designated as a
return of capital.
Changing
Fixed Income Market Conditions
Because
the Fed has begun, and may continue, to raise the federal funds rate, there is a
risk that interest rates across the U.S. financial system will continue to rise.
These policy changes may expose the market for debt instruments and related
markets to heightened volatility and may reduce liquidity for certain Fund
investments, which could cause the value of a Fund’s investments and share price
to decline. Because certain Funds may invest in derivatives tied to fixed income
markets a Fund may be more substantially exposed to these risks than a fund that
does not invest in derivatives. To the extent that a Fund experiences high
redemptions because of these policy changes, the Fund may experience increased
portfolio turnover, which will increase the costs that a Fund incurs and may
lower a Fund’s performance. The liquidity levels of a Fund’s portfolio may also
be affected.
Bond
markets have consistently grown over the past three decades while the capacity
for traditional dealer counterparties to engage in fixed income trading has not
kept pace and in some cases has decreased. As a result, dealer inventories of
corporate bonds, which provide a core indication of the ability of financial
intermediaries to “make markets,” are at or near historic lows in relation to
market size. Because market makers provide stability to a market through their
intermediary services, the significant reduction in dealer inventories could
potentially lead to decreased liquidity and increased volatility in the fixed
income markets. Such issues may be exacerbated during periods of economic
uncertainty.
Temporary
Defensive Position
Under
normal circumstances, each Fund may have money received from the purchase of
Fund shares, or money received on the sale of its portfolio securities for which
suitable investments consistent with such Fund’s investment objectives are not
immediately available. Under these circumstances, each Fund may have
such monies invested in cash or cash equivalents in order to earn income on this
portion of its assets. Cash equivalents include investments such as
short-term U.S. Government Securities, commercial paper, bankers’ acceptances,
certificates of deposit, interest-bearing savings deposits of commercial banks,
repurchase agreements concerning securities in which the Fund may invest and
money market mutual funds.
In
addition, each Fund may reduce its holdings in equity and other securities and
may invest in cash, prime quality cash equivalents such as prime commercial
paper and other money market instruments, for temporary defensive purposes,
during periods in which the Adviser and/or Sub-Advisers believe changes in
economic, financial or political conditions make it advisable. Prime quality
instruments are those instruments that are rated in one of the two highest
short-term rating categories by an NRSRO or, if not rated, determined by the
Adviser and/or Sub-Advisers to be of comparable quality.
With
respect to the Brown Advisory Maryland Bond, Brown Advisory Tax-Exempt Bond Fund
and Brown Advisory Tax-Exempt Sustainable Bond Fund, the Fund may invest in
municipal securities whose interest is subject to the Federal alternative
minimum tax, or other securities whose interest is subject to federal tax, for
temporary defensive purposes.
Cyber
Security Risk
As
technology becomes more integrated into the Funds’ operations, the Funds will
face greater operational risks through breaches in cyber security. A breach in
cyber security refers to both intentional and unintentional events that may
cause the Funds to lose proprietary information, suffer data corruption, or lose
operational capacity. This in turn could cause the Funds to incur regulatory
penalties, reputational damage, additional compliance costs associated with
corrective measures, and/or financial loss. Cyber security threats may result
from unauthorized access to the Funds’ digital information systems (e.g.,
through “hacking” or malicious software coding), but may also result from
outside attacks such as denial-of-service attacks (i.e., efforts to make network
services unavailable to intended users). In addition, because the Funds work
closely with third-party service providers (e.g., administrators, transfer
agents, custodians and sub-advisers), cyber security breaches at such
third-party service providers may subject the Funds to many of the same risks
associated with direct cyber security breaches. The Funds may experience
investment losses in the event of cyber security breaches at any of the issuers
in which the Funds may invest. While the Funds have established risk management
systems designed to reduce the risks associated with cyber security, there can
be no assurance that such measures will succeed.
Contracts
for Differences
The
Brown Advisory Emerging Markets Select Fund may enter into contracts for
differences (“CFDs”). CFDs are leveraged derivative instruments that allows the
Fund to take a position on the change in the market price of an underlying
asset, such as a stock, or the value of an index or currency exchange rate. With
a long CFD, the Fund is seeking to profit from increases in the market price of
a particular asset. With a short CFD the Fund is seeking to profit from falls in
the market price of the asset. CFDs are subject to liquidity risk because the
liquidity of CFDs is based on the liquidity of the underlying instrument, and
are subject to counterparty risk, i.e., the risk that the counterparty to the
CFD transaction may be unable or unwilling to make payments or to otherwise
honor its financial obligations under the terms of the contract. It is also
possible that the market price of the CFD will move between the time the order
is placed by the Fund and when it is executed by the issuer, which can result in
the trade being executed at a less favorable price. CFDs, like many other
derivative instruments, involve the risk that, if the derivative security
declines in value, additional margin would be required to maintain the margin
level. The seller may require the Fund to deposit additional sums to cover this,
and this may be at short notice. If additional margin is not provided in time,
the seller may liquidate the positions at a loss for which the Fund is liable.
Most CFDs are traded over-the-counter. CFDs are not registered with the SEC or
any U.S. regulator, and are not subject to U.S. regulation.
Geographic
Focus Risk
Because
the Brown Advisory Emerging Markets Select Fund invests primarily in equity
securities of issuers in emerging markets, the Fund’s investments may have
greater exposure to the limited number of countries in which it invests. To the
extent that the Fund focuses its investments in a particular geographic region
or country, the Fund may be subject to increased currency, political, social,
environmental, regulatory and other risks not typically associated with
investing in a larger number of regions or countries. In addition, certain
emerging markets economies may themselves be focused in particular industries or
more vulnerable to political changes than the U.S. economy, which may have a
direct impact on the Fund’s investments. As a result, the Fund may be subject to
greater price volatility and risk of loss than a fund holding more
geographically diverse investments.
The
Fund may, from time to time, focus on specific geographic regions within the
emerging markets, including countries in Asia, such as China, Hong Kong and
Taiwan, thus providing exposure to the risks associated with investment in Asian
markets. Parts of the Asian region may be subject to a greater degree of
economic, political and social instability than is the case in the United
States. Investments in countries in the Asian region will be impacted
by
the market conditions, legislative or regulatory changes, competition, or
political, economic and other developments in Asia.
Investments
in China may subject the Fund to certain additional risks, including exposure to
currency fluctuations, less liquidity, expropriation, confiscatory taxation,
nationalization, exchange control regulations (including currency blockage),
trading halts, imposition of tariffs, limitations on repatriation and differing
legal standards. The Chinese economy is largely export-driven and highly reliant
on trade. A downturn in the economies of China’s primary trading partners could
slow or eliminate the growth of the Chinese economy and adversely impact the
Fund’s investments. There has also been increased attention from the SEC and the
Public Company Accounting Oversight Board (the “PCAOB”) with respect to
international accounting standards of U.S. companies with significant operations
in China and PCAOB-registered auditing firms located in China. Because the SEC
and the PCAOB are currently only able to get limited information about these
auditing firms and are restricted from inspecting the audit work and practices
of registered accountants in China, there is the risk that material information
about Chinese issuers may not be available. The Chinese government strictly
regulates the payment of foreign currency denominated obligations and sets
monetary policy. The Chinese government may introduce new laws and regulations
that could have an adverse effect on the Fund. Although China has begun the
process of privatizing certain sectors of its economy, privatized entities may
lose money and/or be re-nationalized. The securities markets in China are
characterized by a relatively small number of issuers and relatively low trading
volume, resulting in substantially less liquidity and greater price volatility
and potentially fewer investment opportunities. The Chinese government exercises
significant control over the economy, and may at any time alter or discontinue
economic reforms.
Pandemic
Risk
Disease
outbreaks that affect local economies or the global economy may materially and
adversely impact the Funds and/or the Adviser’s or Sub-Advisers' business. For
example, uncertainties regarding the novel Coronavirus (“COVID-19”) outbreak
have resulted in serious economic disruptions across the globe. These types of
outbreaks can be expected to cause severe decreases in core business activities
such as manufacturing, purchasing, tourism, business conferences and workplace
participation, among others. These disruptions lead to instability in the market
place, including stock market losses and overall volatility, as has occurred in
connection with COVID-19. In the face of such instability, governments may take
extreme and unpredictable measures to combat the spread of disease and mitigate
the resulting market disruptions and losses. The Adviser and the Sub-Advisers
have in place business continuity plans reasonably designed to ensure that they
maintain normal business operations, and they periodically test those plans.
However, in the event of a pandemic or an outbreak, there can be no assurance
that the Adviser, the Sub-Advisers, or the Funds’ service providers will be able
to maintain normal business operations for an extended period of time or will
not lose the services of key personnel on a temporary or long-term basis due to
illness or other reasons. Although vaccines for COVID-19 are becoming more
widely available, the full impacts of a pandemic or disease outbreaks are
unknown and the pace of recovery may vary from market to market, resulting in a
high degree of uncertainty for potentially extended periods of
time.
For
purposes of all investment policies of each Fund: (1) the term “1940 Act”
includes the rules thereunder, SEC interpretations and any exemptive order upon
which a Fund may rely; and (2) the term “Code” includes the rules
thereunder, IRS interpretations and any private letter ruling or similar
authority upon which a Fund may rely.
The
Funds have adopted the following policies and investment restrictions as
fundamental policies (unless otherwise noted), which may not be changed without
the affirmative vote of the holders of a “majority” of the outstanding voting
securities of the Fund. Under the 1940 Act, the “vote of the holders of a
majority of the outstanding voting securities” means the vote of the holders of
the lesser of (i) 67% of the shares of the Fund represented at a meeting at
which the holders of more than 50% of the Fund’s outstanding shares are
represented or (ii) more than 50% of the outstanding shares of a Fund.
Except
with respect to borrowing, if a percentage or rating restriction on investment
or use of assets set forth herein or in the Prospectus is adhered to at the time
a transaction is effected, later changes in the percentage or rating
resulting
from any cause other than actions by the Fund will not be considered a violation
of the Fund’s investment restrictions. If the value of the Fund’s
holdings of illiquid securities at any time exceeds the percentage limitation
applicable due to subsequent fluctuations in value or other reasons, the Board
will consider what actions, if any, are appropriate to maintain adequate
liquidity.
Fundamental
Limitations
Each
Fund has adopted the following investment limitations that cannot be changed by
the Board without shareholder approval.
1.Borrowing
Money
The
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 Sustainable International Leaders
Fund, Brown Advisory Total Return Fund, Brown Advisory Sustainable Bond Fund,
Brown Advisory Mortgage Securities Fund, Brown Advisory – WMC Strategic European
Equity Fund, Brown Advisory Emerging Markets Select Fund,
and
Brown Advisory – Beutel Goodman Large-Cap Value Fund
may not borrow money if, as a result, outstanding borrowings would exceed an
amount equal to 331/3%
of the Fund’s total assets.
The
Brown Advisory Maryland Bond Fund. Brown Advisory Tax-Exempt Bond Fund, and
Brown Advisory Tax-Exempt Sustainable Bond Fund may
not borrow money, except for temporary or emergency purposes (including the
meeting of redemption requests) and except for entering into reverse repurchase
agreements, and provided that borrowings do not exceed 331/3%
of the Fund’s total assets (computed immediately after the
borrowing).
The
Brown Advisory Intermediate Income Fund
may not borrow money, except for temporary or emergency purposes (including the
meeting of redemption requests), and provided that borrowings do not exceed 10%
of the Fund’s total assets (computed immediately after the
borrowing).
2.Concentration
Excluding
the Brown Advisory Sustainable Growth Fund, a Fund may not purchase a security
if, as a result, more than 25% of the Fund’s total assets would be invested in
securities of issuers conducting their principal business activities in the same
industry. For purposes of this limitation, there is no limit on: (1) investments
in U.S. government securities, in repurchase agreements covering U.S. government
securities, in tax-exempt securities issued by the states, territories or
possessions of the United States (“municipal securities”) or in foreign
government securities; or (2) investments in issuers domiciled in a single
jurisdiction. Notwithstanding anything to the contrary, to the extent permitted
by the 1940 Act, a Fund may invest in one or more investment companies; provided
that, except to the extent the Fund invests in other investment companies
pursuant to Section 12(d)(1)(A) or (F) of the 1940 Act, the Fund
treats the assets of the investment companies in which it invests as its own for
purposes of this policy.
For
the Brown
Advisory Sustainable Growth Fund,
the Fund may not purchase a security if, as a result, more than 25% of the
Fund’s total assets would be invested in securities of issuers conducting their
principal business activities in the same industry. For purposes of this
limitation, there is no limit on investments in U.S. government securities and
in repurchase agreements covering U.S. government securities. Notwithstanding
anything to the contrary, to the extent permitted by the 1940 Act, the Fund may
invest in one or more investment companies; provided that, except to the extent
the Fund invests in other investment companies pursuant to Section 12(d)(1)(A)
or (F) of the 1940 Act, the Fund treats the assets of the investment companies
in which it invests as its own for purposes of this policy.
For
the Brown
Advisory Intermediate Income Fund and Brown Advisory Total Return
Fund,
(1) “mortgage related securities” and “asset-backed securities”, as such
terms are defined in the 1934 Act, are treated as securities of an issuer in the
industry of the primary type of asset backing the security, (2) financial
service companies are
classified
according to the end users of their services (for example, automobile finance,
bank finance and diversified finance) and (3) utility companies are
classified according to their services (for example, gas, gas transmission,
electric and gas, electric and telephone).
3.Diversification
Excluding
the Brown Advisory Maryland Bond Fund, Brown Advisory Tax-Exempt Bond Fund,
Brown Advisory Tax-Exempt Sustainable Bond Fund, and Brown Advisory – Beutel
Goodman Large-Cap Value Fund, with respect to 75% of the Fund’s total assets, a
Fund may not purchase the securities of any issuer (other than securities issued
or guaranteed by the U.S. government or any of its agencies or
instrumentalities, or, to the extent permitted by the 1940 Act, the rules and
regulations thereunder and any applicable exemptive relief, securities of other
investment companies) if, as a result, (1) more than 5% of the Fund’s total
assets would be invested in the securities of that issuer; or (2) the Fund
would hold more than 10% of the outstanding voting securities of that
issuer.
The
District of Columbia, each state and territory, each political subdivision,
agency, instrumentality and authority thereof, and each multi-state agency of
which the District of Columbia, a state or territory is a member is deemed to be
a separate “issuer.” When the assets and revenues of an agency, authority,
instrumentality or other political subdivision are separate from the government
creating the subdivision and the security is backed only by the assets and
revenues of the subdivision, such subdivision is treated as the issuer.
Similarly, in the case of private activity bonds, if the bond is backed only by
the assets and revenues of the non-governmental user, then the non-governmental
user is treated as the issuer. If in either case, however, the creating
government or some other agency guarantees a security, that guarantee is
considered a separate security and is treated as an issue of such government or
other agency.
The
Brown
Advisory Maryland Bond Fund, Brown Advisory Tax-Exempt Bond Fund,
Brown
Advisory Tax-Exempt Sustainable Bond Fund,
and
Brown Advisory – Beutel Goodman Large-Cap Value Fund
are non-diversified, which means that there is no restriction under the
Investment Company Act of 1940 on how much the Fund may invest in the securities
of one issuer. However, to qualify for tax treatment as a regulated
investment company under the Internal Revenue Code of 1986, as amended (the
“Code”), the Fund is required to comply, as of the end of each taxable quarter,
with certain diversification requirements imposed by the
Code. Pursuant to these requirements, at the end of each taxable
quarter, the Fund, among other things, will not have investments in the
securities of any one issuer (other than U.S. government securities and
securities of other regulated investment companies) of more than 25% of the
value of the Fund’s total assets. In addition, the Fund, with respect
to 50% of its total assets, will not have investments in the securities of any
issuer equal to 5% of its total assets, and will not purchase more than 10% of
the outstanding voting securities of any one issuer. As
non-diversified investment companies, such Funds may be subject to greater risks
than diversified companies because of the larger impact of fluctuation in the
values of securities of fewer issues.
4.Underwriting
Activities
A
Fund may not underwrite securities issued by others, except to the extent that
the Fund may be considered an underwriter within the meaning of the Securities
Act of 1933 in the disposition of restricted securities or in connection with
investments in other investment companies.
5.Making
Loans
Excluding
the Brown Advisory Flexible Equity Fund, a Fund may not make loans to other
parties. For purposes of this limitation, entering into repurchase agreements,
lending securities and acquiring any debt security are not deemed to be the
making of loans.
The
Brown Advisory Flexible Equity Fund
may make loans only as permitted under the 1940 Act, the rules and regulations
thereunder and any applicable exemptive relief.
(While
the Brown
Advisory Flexible Equity Fund
is eligible to make loans to other parties to the extent permitted under the
Investment Company Act of 1940, the rules and regulations thereunder and any
applicable exemptive relief, the Fund has undertaken to not make any loans to
other parties, although the Fund is eligible to enter into
repurchase
agreements, lend securities and acquire any debt security as these activities
are not deemed to be the making of loans).
6.Purchases
and Sales of Real Estate
A
Fund may not purchase or sell real estate, except that, to the extent permitted
by law, the Fund may (a) invest in securities or other instruments directly
or indirectly secured by real estate, and (b) invest in securities or other
instruments issued by issuers that invest in real estate.
7.Purchases
and Sales of Commodities
A
Fund may not purchase or sell commodities or commodity contracts unless acquired
as a result of ownership of securities or other instruments issued by persons
that purchase or sell commodities or commodities contracts; but this shall not
prevent the Fund from purchasing, selling and entering into financial futures
contracts (including futures contracts on indices of securities, interest rates
and currencies), options on financial futures contracts (including futures
contracts on indices of securities, interest rates and currencies), warrants,
swaps, forward contracts, foreign currency spot and forward contracts or other
derivative instruments that are not related to physical
commodities.
8.Issuance
of Senior Securities
A
Fund may not issue senior securities except pursuant to Section 18 of the
1940 Act, the rules and regulations thereunder, and any applicable exemptive or
interpretive relief.
9.Pooled
Funds
Notwithstanding
any other fundamental investment policy or limitation, the Brown
Advisory Flexible Equity Fund
may not invest all of its assets in the securities of a single open-end
management investment company with substantially the same fundamental investment
objective, policies, and limitations as the Fund.
_____
With
respect to Fundamental Limitation #2, each Fund, other than the Brown Advisory –
WMC Strategic European Equity Fund, will limit investments in foreign government
securities to no more than 25% of the Fund’s total assets. In addition, with
respect to Fundamental Limitation #2, municipal securities may include
industrial development or other private activity bonds. For purposes of
determining compliance with Fundamental Limitation #2, any investment by the
Fund in private activity bonds that are ultimately payable by a
governmental entity (as opposed to a non-governmental entity) will be considered
“municipal securities” for these purposes and therefore will not be subject to
the 25% limitation discussed above.
Trustees
and Executive Officers
The
Board is responsible for the overall management of the Trust, including general
supervision and review of the investment activities of the funds managed by the
Adviser (together, the “Funds”). The Board, in turn, elects the Officers of the
Trust, who are responsible for administering the day-to-day operations of the
Trust and each of the Funds. The current Trustees and Officers of the Trust,
their ages and positions with the Trust, term of office with the Trust and
length of time served, their principal occupations for the past five years and
other directorships held during the past five years are set forth in the
following table.
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Name,
Address And Age |
Position
with the Trust |
Term
of Office and Length of Time Served |
Principal
Occupation(s) During Past 5 Years |
Number
of Portfolios in Fund Complex Overseen by Trustees |
Other
Directorships Held During the Past 5 Years(2) |
Independent
Trustees of the Trust(1) |
Henry
H. Hopkins Age: 79 c/o Brown Advisory LLC 901 South Bond
Street Suite 400 Baltimore, MD 21231
|
Trustee
Lead
Independent Trustee |
Indefinite
Term; Since 2012. Indefinite Term; Since 2 |
Retired;
Formerly, Vice President and Chief Legal Counsel, T. Rowe Price
Associates, Inc. (investment management firm)(1998 to
2008) |
20 |
None |
Georgette
D. Kiser
Age:
55
c/o
Brown Advisory LLC
901
South Bond Street
Suite
400
Baltimore,
MD 21231 |
Trustee |
Indefinite
Term; Since November 2021 |
Operating
Executive, The Carlyle Group (investment management firm) (since 2018);
Chief Information Officer, The Carlyle Group (2015 to 2018); formerly,
Vice President and Head of Enterprise Solutions and Capabilities, T. Rowe
Price Associates, Inc. (investment management firm)(2012 to 2015) and
executive officer, various positions, T. Rowe Price Associates, Inc. (1996
to 2012) |
20 |
Aflac
Inc.; (insurance firm) Jacobs Engineering Group Inc. (technical
professional and consulting services firm); NCR Corp. (enterprise
technology firm); Adtalem
Global Education Inc. (workforce solutions firm) |
Kyle
Prechtl Legg Age: 70 c/o Brown Advisory LLC 901 South Bond
Street Suite 400 Baltimore, MD 21231
|
Trustee |
Indefinite
Term; Since 2012 |
Retired;
Formerly President and Chief Executive Officer, Legg Mason Capital
Management, LLC (investment management firm)(2006 to 2009) |
20 |
Director,
SunTrust Banks, Inc. (bank holding company) (2011 to 2018)
Director,
BrightSphere Investment Group plc (asset management holding company) (2014
to 2018)
|
Thomas
F. O’Neil III Age: 65 c/o Brown Advisory LLC 901 South Bond
Street Suite 400 Baltimore, MD 21231
|
Trustee |
Indefinite
Term; Since 2012 |
Managing
Director, Berkeley Research Group (global management consulting firm)
(since 2021). Governance and Compliance Adviser (healthcare, financial
services and retail businesses). Formerly, Global Chief Compliance
Officer, Cigna Corporation (health services company) (2016 to
2020)
Formerly,
President, The Saranac Group LLC (strategic consulting firm) (2010 to
2016)
|
20 |
None |
Neal
F. Triplett, CFA Age: 51 c/o Brown Advisory LLC 901 South
Bond Street Suite 400 Baltimore, MD 21231
|
Trustee |
Indefinite
Term; Since 2012 |
President,
DUMAC, Inc. (university endowment investment organization) (since
1999) |
20 |
None |
Interested
Trustees and Officers of the Trust |
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Name,
Address And Age |
Position
with the Trust |
Term
of Office and Length of Time Served |
Principal
Occupation(s) During Past 5 Years |
Number
of Portfolios in Fund Complex Overseen by Trustees |
Other
Directorships Held During the Past 5 Years(2) |
Michael
D. Hankin(3)
Age:
64
c/o
Brown Advisory Incorporated
901
South Bond Street
Suite
400
Baltimore,
MD 21231
|
Trustee |
Indefinite
Term Since 2012 |
President
and Chief Executive Officer, Brown Advisory Incorporated and affiliates
(investment management firm)(since 1993) |
20 |
Stanley
Black & Decker, Inc. (industrial tools and hardware) (since
2016) |
Joseph
R. Hardiman(3)
Age:
85
c/o
Brown Advisory LLC
901
South Bond Street
Suite
400
Baltimore,
MD 21231 |
Chairman
and Trustee |
Indefinite
Term; Since 2012 |
Business
Consultant (financial services industry consulting)(since
1997) Formerly; Director of Brown Advisory Incorporated (investment
management firm)(2001 to 2012) |
20 |
None |
Paul
J. Chew Age: 56 c/o Brown Advisory Incorporated 901 South
Bond Street Suite 400 Baltimore, MD 21231 |
President/
Principal Executive Officer
Senior
Vice President |
Indefinite
Term; Since October 2018
2016
to October 2018
|
Chief
Investment Officer, Brown Advisory Incorporated and affiliates (investment
management firm) (since 1995) |
Not
Applicable |
Not
Applicable |
Carey
E. Buxton Age: 35 c/o Brown Advisory Incorporated 901 South
Bond Street Suite 400 Baltimore, MD 21231 |
Vice
President |
Indefinite
Term; Since 2015 |
Head
of Sustainable Investing Business (since 2020); Chief Operating Officer,
Institutional Investing (since 2018); Product Manager, Brown Advisory
Incorporated and affiliates (investment management firm)(2013 to
2018). |
Not
Applicable |
Not
Applicable |
Jason
T. Meix Age: 43 c/o Brown Advisory LLC 901 South Bond
Street Suite 400 Baltimore, MD 21231 |
Treasurer
/ Principal Financial Officer |
Indefinite
Term; Since 2012 |
Vice
President, U.S. Bancorp Fund Services, LLC (fund administrative services
firm)(since 2008)
|
Not
Applicable |
Not
Applicable |
Edward
L. Paz Age: 51 c/o Brown Advisory LLC 901 South Bond
Street Suite 400 Baltimore, MD 21231
|
Secretary |
Indefinite
Term; Since 2012 |
Vice
President and Counsel, U.S. Bancorp Fund Services, LLC (fund
administrative services firm) (since 2007) |
Not
Applicable
|
Not
Applicable |
Brett
D. Rogers Age: 46 c/o Brown Advisory Incorporated 901 South
Bond Street Suite 400 Baltimore, MD 21231
|
Chief
Compliance Officer
Anti-Money
Laundering Officer |
Indefinite
Term; Since 2012
Indefinite
Term: Since 2012 |
General
Counsel and Chief Compliance Officer, Brown Advisory Incorporated and
affiliates (investment management firm) (since 2009)
|
Not
Applicable |
Not
Applicable |
(1)The
Trustees of the Trust who are not “interested persons” of the Trust as defined
in the 1940 Act (“Independent Trustees”).
(2)The
directorships disclosed in this column include only the directorships of those
companies that a Trustee serves on that are required to report to the SEC under
applicable Federal securities laws including publicly traded corporations that
are registered with the SEC under the 1934 Act and investment companies that are
registered with the SEC under the 1940 Act, and it therefore excludes various
other types of directorships that the Trustees of the Trust may currently hold
in other types of organizations, including private companies and not-for-profit
organizations, which are expressly excluded from the disclosure requirements for
mutual fund board members.
(3)Mr.
Hankin is considered an “interested person” of the Trust, as defined in the 1940
Act, because of his current position with Brown Advisory Incorporated, the
parent company of the Adviser and of Brown Advisory Limited, and Mr. Hardiman
has been deemed by the Board to be an “interested person” of the Trust, as
defined in the 1940 Act, because of his previous position with Brown Advisory
Incorporated.
Additional
Information Concerning the Board of Trustees
The
Role of the Board
The
Board oversees the management and operations of the Trust. Like all mutual
funds, the day-to-day management and operation of the Trust is the
responsibility of the various service providers to the Trust, such as the
Adviser, the Sub-Advisers, the Distributor, the Administrator, the Custodian and
the Transfer Agent, each of whom are discussed in greater detail in this
Statement of Additional Information. The Board has appointed various senior
employees of the Adviser and Administrator as officers of the Trust, with
responsibility to monitor and report to the Board on the Trust’s operations. In
conducting this oversight, the Board receives regular reports from these
officers and the service providers. For example, the Treasurer reports as to
financial reporting matters. In addition, the Adviser and/or Sub-Advisers
provide regular reports on the investment strategy and performance of the Funds.
The Board has appointed a Chief Compliance Officer who administers the Trust’s
compliance program and regularly reports to the Board as to compliance matters.
These reports are provided as part of the Board’s regular quarterly Board
Meetings, which are typically held quarterly, in person, and involve the Board’s
review of recent operations.
Board
Structure, Leadership
The
Board has structured itself in a manner that it believes allows it to perform
its oversight function effectively. It has established four standing committees
– (1) an Audit Committee; (2) a Nominating and Corporate Governance Committee;
(3) a Compliance Oversight Committee; and (4) a Valuation Committee – which are
discussed in greater detail below under “Trust Committees.” At least a majority
of the Board is comprised of Independent Trustees who are not affiliated with
the Adviser, the Sub-Advisers, the principal underwriter, or their affiliates.
The Nominating and Corporate Governance Committee, Audit Committee and
Compliance Oversight Committee are each comprised entirely of Independent
Trustees.
Except
for any duties specified herein or pursuant to the Trust’s Declaration of Trust
and By-Laws, the designation of Chairman for Mr. Hardiman, and the designation
of Lead Independent Trustee for Mr. Hopkins, does not impose any duties,
obligations or liabilities that are greater than the duties, obligations or
liabilities imposed on each such person as a member of the Board. Mr.
Hardiman has been determined by the Board to qualify as an interested person of
the Trust (as such term is defined in the 1940 Act) based upon his former status
as a member of the Board of Directors of Brown Advisory Incorporated, the parent
company of the Adviser. The Board has taken into consideration the fact that Mr.
Hardiman is an interested person of the Trust with respect to their selection of
Mr. Hardiman to serve as the Chairman of the Board of the Trust and the Board of
Trustees has determined that the use of an interested person as Chairman is
appropriate and benefits shareholders because an interested Chairman has a
personal as well as a professional stake in the management of the
Trust. As noted, the majority of the Board is comprised of
Independent Trustees and the Board believes that maintaining a Board that has a
majority of Independent Trustees allows the Board to operate in a manner that
provides for an appropriate level of independent oversight and
action. In accordance with applicable regulations regarding the
governance of the Trust, the Independent Trustees meet in a separate quarterly
session in conjunction with each quarterly meeting of the Board during which
they review matters relating to their independent oversight of the
Trust. In addition, each of the Board committees is comprised
entirely of Independent Trustees and the Chair of each of the Board committees
is an Independent Trustee. Furthermore, Mr. Hopkins serves as Lead
Independent Trustee of the Board. In his role as Lead Independent Trustee,
Mr. Hopkins acts as the key liaison with the Adviser to ensure that the
interests of the Independent Trustees are taken into consideration in connection
with the ongoing management and operation of the Funds. Specifically, Mr.
Hopkins reviews and approves the agenda for each Board meeting, facilitates
communications between the Independent Trustees and the Adviser, chairs the
separate quarterly sessions of the Independent Trustees and presides at meetings
of the Board at which the Chairman of the Board is not present, among other
duties. This permits the Independent Trustees to have a greater role in the
leadership of the Funds. Finally, the Independent Trustees have determined
that because they comprise a majority of the Board and because they have
designated a Lead Independent Trustee, they can act independently and
effectively without having an Independent Trustee serving as Chairman of the
Board.
The
Board reviews annually the structure and operation of the Board and its
committees. The Board has determined that the composition of the Board and the
function and composition of its various committees provide the appropriate means
and communication channels to address any potential conflicts of interest that
may arise.
Board
Oversight of Risk Management
As
part of its oversight function, the Board of Trustees receives and reviews
various risk management reports and discusses these matters with appropriate
management and other personnel. Because risk management is a broad concept
comprised of many elements (e.g., investment risk, issuer and counterparty risk,
compliance risk, operational risks, business continuity risks, etc.), the
oversight of different types of risks is handled in different ways. For example,
the Audit Committee meets with the Treasurer and the Trust’s independent
registered public accounting firm to discuss, among other things, the internal
control structure of the Trust’s financial reporting function. The Board meets
regularly with the Chief Compliance Officer to discuss compliance and
operational risks and how they are managed. The Board also receives reports from
the Adviser and Sub-Advisers as to investment risks of the Funds.
Information
about Each Trustee’s Qualification, Experience, Attributes or Skills
The
Board believes that each of the Trustees has the qualifications, experience,
attributes and skills (“Trustee Attributes”) appropriate to their continued
service as Trustees of the Trust in light of the Trust’s business and structure.
In addition to a demonstrated record of business and/or professional
accomplishment, each of the Trustees has demonstrated a commitment to
discharging their oversight duties as trustees in the interests of shareholders.
The Board annually conducts a “self-assessment” wherein the effectiveness of the
Board is reviewed.
In
addition to the information provided in the chart above, below is certain
additional information concerning each particular Trustee and his/her Trustee
Attributes.
Mr.
Hankin’s Trustee Attributes.
As President and Chief Executive Officer of Brown Advisory Incorporated, the
ultimate parent of the Adviser, Mr. Hankin is ultimately responsible for the
management of the Funds’ day-to-day operations. Mr. Hankin has spent over 20
years assisting a wide range of individuals and institutions on their investment
and financial matters. Mr. Hankin also currently serves on the board of Stanley
Black & Decker, Inc. an industrial tool and hardware company. Prior to
working in the investment management industry, Mr. Hankin was a Partner with the
law firm of Piper & Marbury LLP (now DLA Piper US LLP). The Board believes
that Mr. Hankin’s experience, qualifications, attributes and skills on an
individual basis and in combination with those of the other Trustees lead to the
conclusion that he possesses the requisite skills and attributes as a Trustee to
carry out oversight responsibilities with respect to the Trust.
Mr.
Hardiman’s Trustee Attributes.
Mr. Hardiman brings extensive financial, regulatory, broker-dealer, compliance
and leadership experience to the Board having served as a President and Chief
Executive Officer of the National Association of Securities Dealers, Inc. and
the NASDAQ Stock Market. Mr. Hardiman has expertise in investment banking,
capital markets and securities distribution from, among other things, his tenure
with Alex. Brown & Sons and Soundview Technology Group, and he has extensive
knowledge of the investment management business through his work on the boards
of the DWS Scudder Funds and ISI Funds. Mr. Hardiman also has served as a member
of the Board of Directors of Brown Investment Advisory & Trust Company, an
affiliate of the Adviser and Brown Advisory Incorporated, the ultimate parent of
the Adviser, as well as on the Board of Franklin Resources, Inc., a publicly
traded investment management firm. Mr. Hardiman’s experience, qualifications,
attributes and skills on an individual basis and in combination with those of
the other Trustees lead to the conclusion that he possesses the requisite skills
and attributes as a Trustee to carry out oversight responsibilities with respect
to the Trust.
Mr.
Hopkins’ Trustee Attributes. Mr.
Hopkins brings over 35 years of prior legal experience in the mutual fund
industry. In particular, Mr. Hopkins served as a legal counsel with T. Rowe
Price Associates, Inc., a publicly traded investment management firm, from 1972
until 2008, where he held the position of Vice President and Chief Legal Counsel
from 1998 until 2008, and Mr. Hopkins served as Chair of the firm’s Ethics
Committee for 35 years. During that time, he also served in various capacities
and on various committees for the Investment Company Institute, the primary
mutual fund trade association and the Investment Adviser Association, the
primary investment adviser trade association. Mr. Hopkins is the former Chairman
of ICI Mutual Insurance Company, the captive insurance company for the mutual
fund industry. Since May 2015, Mr. Hopkins also serves as Lead Independent
Trustee. The Board believes Mr. Hopkins’ experience, qualifications, attributes
and skills on an individual basis and in combination with those of the other
Trustees lead to the conclusion that he possesses the requisite skills and
attributes as a Trustee to carry out oversight responsibilities with respect to
the Trust.
Ms.
Kiser’s Trustee Attributes.
Ms. Kiser has senior executive experience in the investment management industry
through her current experience as an Operating Executive, and previously as a
Managing Director and the Chief Information Officer, at The Carlyle Group, an
investment management firm. In addition, prior to joining The Carlyle Group, Ms.
Kiser served in various executive positions at T. Rowe Price Associates, Inc.,
another investment management firm, including serving most recently as Vice
President and Head of Enterprise Solutions and Capabilities within the Services
and Technology Organization. Ms. Kiser also currently serves as a director of
several corporations, including for Aflac Inc. (a global insurance company),
Jacobs Engineering Group Inc. (a technical professional and consulting services
firm), NCR Corporation (an enterprise technology provider) and Adtalem Global
Education Inc. (a workforce solutions provider). The Board believes Ms. Kiser’s
qualifications, attributes and skills and diverse experiences on an individual
basis and in combination with those of the other Trustees lead to the conclusion
that she possesses the requisite skills and attributes as a Trustee to carry out
oversight responsibilities with respect to the Trust.
Ms.
Legg’s Trustee Attributes.
Ms. Legg has senior executive experience in the investment management industry
through her experience as the former President and Chief Executive Officer of
Legg Mason Capital Management (“LMCM”), an investment management firm. Prior to
joining LMCM, Ms. Legg was a securities analyst with Alex. Brown & Sons, an
investment banking firm. In total, Ms. Legg has more than 30 years of
professional experience in the investment management and investment banking
industries. Ms. Legg previously served as a director of BrightSphere Investment
Group plc, an asset management holding company, and also served as a director of
Sun Trust Banks, Inc., a bank holding company, and Eastman Kodak Co., a printing
equipment and supplies company. The Board believes Ms. Legg’s experience,
qualifications, attributes and skills on an individual basis and in combination
with those of the other Trustees lead to the conclusion that she possesses the
requisite skills and attributes as a Trustee to carry out oversight
responsibilities with respect to the Trust.
Mr.
O’Neil’s Trustee Attributes. Mr.
O’Neil currently serves as Managing Director of Berkely Research Group, a global
management consulting firm serving multiple industries and markets, which he
joined in 2021, and he also serves as a governance and compliance adviser and is
a member of the boards of various private companies. Prior to January 2020, Mr.
O’Neal served as the Global Chief Compliance Officer of Cigna Corporation, a
health services company. Previously, Mr. O’Neil was the Founder and President of
The Saranac Group LLC, a strategic consulting firm that advised boards of
directors, board committees and senior management in the areas of business
ethics, corporate crises, governance and compliance, resolutions of complex
government controversies and monitoring. Prior to founding The Saranac Group
LLC, Mr. O’Neil served in various senior management positions at WellCare Health
Plans, Inc. and as a Partner and Joint Global Practice Group Leader at the
international law firm DLA Piper US LLP. The Board believes Mr. O’Neil’s
experience, qualifications, attributes and skills on an individual basis and in
combination with those of the other Trustees lead to the conclusion that he
possesses the requisite skills and attributes as a Trustee to carry out
oversight responsibilities with respect to the Trust.
Mr.
Triplett’s Trustee Attributes.
Mr. Triplett is the President of DUMAC, Inc. (“DUMAC”), a professionally-staffed
investment management organization controlled by Duke University that manages
the school’s endowment funds. He joined DUMAC in July 1999 and he was appointed
President in January 2007. Since joining DUMAC Mr. Triplett has been directly
involved with managing securities. Prior to completing business school, Mr.
Triplett was a credit officer for the corporate and real estate portfolios at
Wachovia Bank. Mr. Triplett holds the Chartered Financial Analyst designation.
The Board believes Mr. Triplett’s experience, qualifications, attributes and
skills on an individual basis and in combination with those of the other
Trustees lead to the conclusion that he possesses the requisite skills and
attributes as a Trustee to carry out oversight responsibilities with respect to
the Trust.
Trust
Committees
The
Trust has four standing committees: (1) the Audit Committee; (2) the Nominating
and Corporate Governance Committee; (3) the Compliance Oversight Committee; and
(4) the Valuation Committee.
The
Audit Committee is comprised of all of the Independent Trustees. The function of
the Audit Committee is to review the scope and results of the annual audit of
each of the Funds and any matters bearing on the audit or a Fund’s financial
statements and to ensure the integrity of the Funds’ financial reporting. The
Audit Committee also recommends to the Board of Trustees the annual selection of
the independent registered public accounting firm for
the
Funds and it reviews and pre-approves audit and certain non-audit services to be
provided by the independent registered public accounting firm. During the fiscal
year ended June 30, 2022, the Audit Committee met five times.
The
Nominating and Corporate Governance Committee, comprised of all the Independent
Trustees, is responsible for seeking and reviewing candidates for consideration
as nominees for Trustees and overseeing Board governance
matters. Although the Nominating and Corporate Governance Committee
does not have a policy with respect to the consideration of candidates for
Trustee submitted by shareholders, if the Nominating and Corporate Governance
Committee determined that it would be in the best interests of the Trust to fill
a vacancy on the Board of Trustees, and a shareholder submitted a candidate for
consideration by the Board of Trustees to fill the vacancy, the Nominating and
Corporate Governance Committee would evaluate that candidate in the same manner
as it evaluates nominees identified by the Nominating and Corporate Governance
Committee. Nominee recommendations may be submitted to the Secretary of the
Trust at the Trust’s principal business address. The Committee meets on an as
needed basis. During the fiscal year ended June 30, 2022, the
Nominating and Corporate Governance Committee met five times.
The
function of the Compliance Oversight Committee is to review and monitor
compliance matters relating to the Funds and to oversee the functions of the
Funds’ compliance program. The Committee meets on an as-needed basis. During the
fiscal year ended June 30, 2022, the Compliance Oversight Committee met
twice.
The
Valuation Committee includes all of the Independent Trustees. The function of
the Valuation Committee is to review quarterly reports from the Adviser, as the
Funds’ valuation designee pursuant to Rule 2a-5 under the 1940 Act, pursuant to
the procedures used by the Adviser to value securities held by any of the Funds
for which current and reliable market quotations are not “readily available” (as
defined by Rule 2a-5 under the 1940 Act). The actions of the Valuation Committee
are subsequently reviewed and ratified by the Board. The Valuation Committee
meets quarterly and also on an as needed basis when deemed necessary. During the
fiscal year ended June 30, 2022, the Valuation Committee met four
times.
The
Board has designated the Adviser as the Funds’ valuation designee pursuant to
Rule 2a-5 under the 1940 Act and has delegated fair value determinations to the
Adviser, subject to the supervision of the Board. The Adviser, as the valuation
designee, is responsible for periodically assessing any material risks
associated with the determination of the fair value of a Fund’s investments,
establishing and applying fair value methodologies, testing the appropriateness
of fair value methodologies and overseeing and evaluating third-party pricing
services. The Adviser has a pricing committee which assists with its designated
responsibilities as valuation designee.
Trustee
Ownership of Fund Shares and Other Interests
The
following table shows the aggregate dollar range of equity securities in all
registered investment companies overseen by the Trustees in the family of
investment companies owned by the Trustees as of December 31, 2021 using the
following ranges: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000, and Over
$100,000.
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Name
of Fund(1)(2)
|
Joseph
R. Hardiman Interested Trustee |
Michael
D. Hankin Interested Trustee |
Henry
H. Hopkins Independent Trustee |
Georgette
D. Kiser Independent Trustee |
Kyle
Prechtl Legg Independent Trustee |
Thomas
F. O’Neil III Independent Trustee |
Neal
F. Triplett Independent Trustee |
Brown
Advisory Growth Equity Fund |
None |
Over
$100,000 |
None |
None |
None |
None |
Over
$100,000 |
Brown
Advisory Flexible Equity Fund |
None |
Over
$100,000 |
None |
None |
Over
$100,000 |
None |
Over
$100,000 |
Brown
Advisory Equity Income Fund |
None |
None |
None |
None |
None |
None |
Over
$100,000 |
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Name
of Fund(1)(2)
|
Joseph
R. Hardiman Interested Trustee |
Michael
D. Hankin Interested Trustee |
Henry
H. Hopkins Independent Trustee |
Georgette
D. Kiser Independent Trustee |
Kyle
Prechtl Legg Independent Trustee |
Thomas
F. O’Neil III Independent Trustee |
Neal
F. Triplett Independent Trustee |
Brown
Advisory Sustainable Growth Fund |
None |
Over
$100,000 |
None |
None |
Over
$100,000 |
Over
$100,000 |
None |
Brown
Advisory Mid-Cap Growth Fund |
None |
None |
None |
None |
None |
$1-$10,000 |
Over
$100,000 |
Brown
Advisory Small-Cap Growth Fund |
Over
$100,000 |
$10,001- $50,000 |
None |
None |
$10,001- $50,000 |
$10,001- $50,000 |
None |
Brown
Advisory Small-Cap Fundamental Value Fund |
Over
$100,000 |
Over
$100,000 |
None |
None |
Over
$100,000 |
$10,001- $50,000 |
Over
$100,000 |
Brown
Advisory Sustainable Small-Cap Core Fund |
None |
None |
None |
None |
None |
$1-$10,000 |
None |
Brown
Advisory Global Leaders Fund |
None |
Over
$100,000 |
None |
None |
None |
$10,001- $50,000 |
Over
$100,000 |
Brown
Advisory Sustainable International Leaders Fund |
None |
None |
None |
None |
None |
None |
None |
Brown
Advisory Intermediate Income Fund |
None |
None |
None |
None |
None |
$50,001- $100,000 |
None |
Brown
Advisory Total Return Fund |
None |
None |
None |
None |
None |
Over
$100,000 |
None |
Brown
Advisory Sustainable Bond Fund |
None |
Over
$100,000 |
None |
None |
None |
$10,001- $50,000 |
None |
Brown
Advisory Maryland Bond Fund |
None |
None |
None |
None |
None |
None |
None |
Brown
Advisory Tax-Exempt Bond Fund |
Over
$100,000 |
$50,001- $100,000 |
None |
None |
None |
None |
None |
Brown
Advisory Tax-Exempt Sustainable Bond Fund |
None |
None |
None |
None |
None |
$10,001- $50,000 |
Over
$100,000 |
Brown
Advisory Mortgage Securities Fund |
None |
None |
None |
None |
None |
None |
None |
Brown
Advisory – WMC Strategic European Equity Fund |
None |
None |
None |
None |
None |
$10,001- $50,000 |
$1-$10,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Name
of Fund(1)(2)
|
Joseph
R. Hardiman Interested Trustee |
Michael
D. Hankin Interested Trustee |
Henry
H. Hopkins Independent Trustee |
Georgette
D. Kiser Independent Trustee |
Kyle
Prechtl Legg Independent Trustee |
Thomas
F. O’Neil III Independent Trustee |
Neal
F. Triplett Independent Trustee |
Brown
Advisory Emerging Markets Select Fund |
None |
None |
Over
$100,000 |
None |
None |
$10,001- $50,000 |
Over $100,000 |
Brown
Advisory – Beutel Goodman Large-Cap Value Fund |
None |
None |
None |
None |
None |
$50,001- $100,000 |
Over
$100,000 |
Aggregate
Dollar Range of Equity Securities in All Registered Investment Companies
Overseen by Trustee in Family of Investment Companies |
Over
$100,000 |
Over
$100,000 |
Over
$100,000 |
None |
Over
$100,000 |
Over
$100,000 |
Over
$100,000 |
(1)Beneficial
ownership is determined in accordance with Rule 16a-1(a)(2) under the Securities
Exchange Act of 1934, as amended.
(2)The
Brown Advisory Sustainable International Leaders Fund had not commenced
operations as of December 31, 2021.
Neither
the Independent Trustees nor members of their immediate family, own securities
beneficially or of record in the Adviser, the Sub-Advisers, the Funds’ principal
underwriter, or any of their affiliates. Accordingly, during the two most
recently completed calendar years, neither the Independent Trustees nor members
of their immediate family, have had a direct or indirect interest, the value of
which exceeds $120,000, in the Adviser, the Sub-Advisers, the Trust’s principal
underwriter or any of its affiliates.
Compensation
Effective
January 1, 2022, Trustees who are not employees of the Adviser receive a
retainer fee of $120,000 per year and $6,000 for each meeting attended, as well
as reimbursement for reasonable expenses incurred in connection with attendance
at meetings (prior to January 1, 2022, the retainer was $90,000 per
year). In addition, the Board Chair, the Audit Committee Chair, the
Nominating and Corporate Governance Committee Chair, the Valuation Committee
Chair and the Compliance Oversight Committee Chair receive additional annual
compensation of $15,000, $12,500, $10,000, $10,000 and $10,000,
respectively. Furthermore, the Lead Independent Trustee receives additional
annual compensation of $12,500. No other compensation or retirement benefits are
received by any Trustee or officer from the Funds. The following compensation
figures represent compensation for the fiscal year ended June 30, 2022
for each of the Trustees:
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Name
of Person/Position |
Aggregate
Compensation from the Funds(1) |
Pension
or Retirement Benefits Accrued as Part of Fund Expenses |
Estimated
Annual Benefits Upon Retirement |
Total
Compensation from the Funds and Fund Complex(2)
Paid to Trustees |
Henry
H. Hopkins, Trustee |
$151,500 |
$0 |
$0 |
$151,500 |
Georgette
D. Kiser, Trustee (3) |
$72,000 |
$0 |
$0 |
$72,000 |
Kyle
Prechtl Legg, Trustee |
$141,500 |
$0 |
$0 |
$141,500 |
Thomas
F. O’Neil III, Trustee |
$139,000 |
$0 |
$0 |
$139,000 |
Neal
F. Triplett, Trustee |
$139,000 |
$0 |
$0 |
$139,000 |
Michael
D. Hankin, Trustee |
$0 |
$0 |
$0 |
$0 |
Joseph
R. Hardiman, Trustee |
$144,000 |
$0 |
$0 |
$144,000 |
(1)Trustee
fees and expenses are allocated among the Funds in the Trust.
(2)The
Fund Complex currently consists of the 20 Funds in the Trust.
(3)Ms.
Kiser was appointed as a Trustee effective November 10, 2021.
Investment
Adviser
Services
of the Adviser
The
Adviser serves as investment adviser to each Fund pursuant to an investment
advisory agreement with the Trust (the “Advisory Agreement”). The Advisory
Agreement was initially approved by the Board of Trustees on
May 2, 2012 for a two year period. The Advisory Agreement with respect
to the Brown Advisory Emerging Markets Select Fund was initially approved by the
Board of Trustees on October 26, 2012 for a two year period. The Advisory
Agreement with respect to the Brown Advisory – WMC Strategic European Equity
Fund was initially approved by the Board of Trustees on September 6, 2013 for a
two year period. The Advisory Agreement with respect to the Brown Advisory
Mortgage Securities Fund was initially approved by the Board of Trustees on
October 30, 2013 for a two year period. The Advisory Agreement with respect to
the Brown Advisory Total Return Fund was initially approved by the Board of
Trustees on September 15, 2014 for an initial two year period. The Advisory
Agreement with respect to the Brown Advisory Global Leaders Fund was initially
approved by the Board of Trustees on May 6, 2015 for an initial two year period.
The Advisory Agreement with respect to the Brown Advisory Sustainable Bond Fund
was initially approved by the Board of Trustees on May 16, 2017 for an initial
two year period. The Advisory Agreement with respect to the Brown Advisory
Mid-Cap Growth Fund was initially approved by the Board of Trustees on September
12, 2017 for an initial two year period. The Advisory Agreement with respect to
the Brown Advisory – Beutel
Goodman
Large-Cap Value Fund was initially approved by the Board of Trustees on February
8, 2018 for an initial two year period. The Advisory Agreement with respect to
the Brown Advisory Tax-Exempt Sustainable Bond Fund was initially approved by
the Board of Trustees on November 13, 2019 for an initial two year period. The
Advisory Agreement with respect to the Brown Advisory Sustainable Small-Cap Core
Fund was initially approved by the Board of Trustees on May 11, 2021 for an
initial two year period. The Advisory Agreement with respect to the Brown
Advisory Sustainable International Leaders Fund was initially approved by the
Board of Trustees on November 10, 2021 for an initial two year period. After the
initial two year term, the Advisory Agreement will continue in effect from year
to year as long as the continuance is approved at least annually (i) by the
Trustees or by vote of a majority of the outstanding voting securities of each
Fund, and (ii) by a vote of the majority of the Independent Trustees. The
Adviser monitors the performance of each Fund and continuously reviews,
supervises and administers its investment program, subject to the direction of,
and policies established by, the Board.
Under
the Advisory Agreement, the Adviser furnishes, at its own expense, all services,
facilities and personnel necessary in connection with managing each Fund’s
investments and effecting portfolio transactions for each Fund. The Adviser may
also pay fees to certain brokers/dealers to have the Funds available for sale
through such institutions as well for certain shareholder services provided to
customers purchasing Fund shares through such institutions.
Ownership
of the Adviser
The
Adviser is a wholly-owned subsidiary of Brown Advisory Management, LLC, a
Maryland limited liability company. Brown Advisory Management, LLC is
controlled by Brown Advisory Incorporated, a holding company incorporated under
the laws of Maryland in 1998. The Adviser does business under the name of
Brown Advisory. The Adviser and its affiliates (“Brown Advisory”) have
provided investment advisory and management services to clients for over
20 years.
Information
Regarding Portfolio Managers
The
following information regarding each Fund’s portfolio managers has been provided
by the Adviser.
Other
Accounts Under Management. The
table below identifies, for each portfolio manager of each Fund, the number of
accounts managed (excluding the Funds) and the total assets in such accounts,
within each of the following categories: registered investment companies, other
pooled investment vehicles, and other accounts. Information in the table is
shown as of June 30, 2022. Asset amounts are approximate and have been
rounded.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Number
of Other Accounts Managed and Assets by Account Type |
Number
of Accounts and Assets for which Advisory Fee is Performance
Based |
Fund
and Portfolio Manager |
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Number
of Other Accounts Managed and Assets by Account Type |
Number
of Accounts and Assets for which Advisory Fee is Performance
Based |
Maneesh
Bajaj |
0 |
1 |
150 |
0 |
0 |
0 |
$0 |
$460
million |
$2.3
billion |
$0 |
$0 |
$0 |
Christopher
A. Berrier |
0 |
1 |
52
|
0 |
0 |
0 |
$0 |
$163
million |
$3.2
billion |
$0 |
$0 |
$0 |
Kenneth
Coe III |
0 |
0 |
0 |
0 |
0 |
0 |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Garritt
Conover |
0 |
0 |
0 |
0 |
0 |
0 |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Chris
Diaz |
0 |
0 |
0 |
0 |
0 |
0 |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Emily
Dwyer |
0 |
0 |
0 |
0 |
0 |
0 |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Karina
Funk |
0 |
1 |
7 |
0 |
0 |
0 |
$0 |
$3.2
billion |
$1.6
billion |
$0 |
$0 |
$0 |
Brian
E. Graney |
0 |
0 |
9 |
0 |
0 |
0 |
$0 |
$0 |
$244
million |
$0 |
$0 |
$0 |
Timothy
Hathaway |
0 |
1 |
14 |
0 |
0 |
0 |
$0 |
$19
million |
$164
million |
$0 |
$0 |
$0 |
Amy
Hauter |
0 |
0 |
162 |
0 |
0 |
0 |
$0 |
$0 |
$116
million |
$0 |
$0 |
$0 |
Ryan
Myerberg |
0 |
1 |
0 |
0 |
0 |
0 |
$0 |
$109
million |
$0 |
$0 |
$0 |
$0 |
Joshua
R. Perry |
0 |
0 |
0 |
0 |
0 |
0 |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
David
Powell |
0 |
0 |
156 |
0 |
0 |
0 |
$0 |
$0 |
$6.8
billion |
$0 |
$0 |
$0 |
Chris
Roof |
0 |
0 |
0 |
0 |
0 |
0 |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
George
Sakellaris |
0 |
0 |
7 |
0 |
0 |
0 |
$0 |
$0 |
$102
million |
$0 |
$0 |
$0 |
J.
David Schuster |
0 |
3 |
22 |
0 |
0 |
0 |
$0 |
$37
million |
$364
million |
$0 |
$0 |
$0 |
Stephen
M. Shutz |
0 |
0 |
103 |
0 |
0 |
0 |
$0 |
$0 |
$157
million |
$0 |
$0 |
$0 |
Colby
Stilson |
0 |
0 |
0 |
0 |
0 |
0 |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Kenneth
M. Stuzin |
0 |
2 |
291 |
0 |
0 |
2 |
$0 |
$951
million |
$11.1
billion |
$0 |
$0 |
$234
million |
Jason
Vlosich |
0 |
0 |
10 |
0 |
0 |
0 |
$0 |
$0 |
$81
million |
$0 |
$0 |
$0 |
Emmy
Wachtmeister |
0 |
0 |
0 |
0 |
0 |
0 |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Conflicts
of Interest for the Portfolio Managers.
Actual or apparent conflicts of interest may arise when a portfolio manager has
day-to-day management responsibilities with respect to more than one Fund or
other account. More specifically, portfolio managers who manage multiple Funds
and/or other accounts may experience the following potential conflicts: The
management of multiple accounts may result in a portfolio manager devoting
unequal time and attention to the management of each account. Investment
decisions for client accounts are also made consistent with a client’s
individual investment objective and needs. Accordingly, there may be
circumstances when purchases or sales of securities for one or more client
accounts will have an adverse effect on other clients. The Adviser may seek to
manage such competing interests by: (1) having a portfolio manager focus on
a particular investment discipline; (2) utilizing a quantitative model in
managing accounts; and/or (3) reviewing performance differences between
similarly managed accounts on a periodic basis to ensure that any such
differences are attributable to differences in investment guidelines and timing
of cash flows. The Adviser also maintains a Code of Ethics to establish
standards and procedures for the detection and prevention of activities by which
persons having knowledge of the investments and investment intentions of the
Fund may abuse their fiduciary duties to the Fund.
If
a portfolio manager identifies a limited investment opportunity that may be
suitable for more than one client, the Fund may not be able to take full
advantage of that opportunity due to an allocation of filled purchase or sale
orders across all eligible accounts. To deal with these situations, the Adviser
has adopted procedures for allocating portfolio transactions across multiple
accounts and conducting trades on a soft dollar basis, if applicable.
With
respect to securities transactions for clients, the Adviser determines which
broker to use to execute each order. However, the Adviser may direct securities
transactions to a particular broker/dealer for various reasons including receipt
of research or participation interests in initial public offerings that may or
may not benefit the Fund. To deal with these situations, the Adviser has adopted
procedures to help ensure best execution of all client transactions.
Finally,
the appearance of a conflict of interest may arise where the Adviser has an
incentive, such as a performance-based management fee, which relates to the
management of one but not all accounts for which a portfolio manager has
day-to-day management responsibilities.
Information
Concerning Compensation of Portfolio Managers.
Each portfolio manager of the Adviser and Brown Advisory Limited receives a
compensation package that includes various components, including a base salary
and variable incentive bonus. A portfolio manager who is also a member of the
Adviser’s management team maintains a significant equity interest in Brown
Advisory Holdings Incorporated. The incentive bonus is subjective. It takes into
consideration a number of factors including but not limited to performance,
client satisfaction and service and the profitability of the Adviser’s business.
When evaluating a portfolio manager’s performance the Adviser compares the
pre-tax performance of a portfolio manager’s accounts to a relative broad-based
market index over a trailing 1, 3, and 5 year time period. Accounts managed in
the below referenced styles are typically compared to the following indices:
|
|
|
|
| |
Growth
Equity Fund |
Russell
1000®
Growth Index |
Flexible
Equity Fund |
S&P
500®
Index |
Equity
Income Fund |
S&P
500®
Index |
Sustainable
Growth Fund |
Russell
1000®
Growth Index |
Mid-Cap
Growth Fund |
Russell
Midcap®
Growth Index |
Small-Cap
Growth Fund |
Russell
2000®
Growth Index |
Small-Cap
Fundamental Value Fund |
Russell
2000®
Value Index |
Sustainable
Small-Cap Core Fund |
Russell
2000®
Index |
Intermediate
Income Fund |
Bloomberg
Intermediate US Aggregate Bond Index |
Total
Return Fund |
Bloomberg
US Aggregate Bond Index |
Sustainable
Bond Fund |
Bloomberg
Intermediate US Aggregate Bond Index |
Maryland
Bond Fund |
Bloomberg
1-10 Year Blended Municipal Bond Index |
Tax-Exempt
Bond Fund |
Bloomberg
1-10 Year Blended Municipal Bond Index |
Tax-Exempt
Sustainable Bond Fund |
Bloomberg
1-10 Year Blended Municipal Bond Index |
Mortgage
Securities Fund |
Bloomberg
Mortgage Backed Securities Index |
All
portions of a portfolio manager’s compensation package are paid by the Adviser
and not by any client account.
Portfolio
Managers Ownership in the Funds.
As of June 30, 2022, each portfolio manager that retained decision making
authority over a Fund’s management beneficially owned shares of each Fund as
summarized in the following table using the following ranges: None, $1-$10,000,
$10,001-$50,000, $50,001-$100,000, $100,001-$500,000, $500,001-$1,000,000, and
over $1,000,000.
|
|
|
|
|
|
|
| |
Fund/Portfolio
Manager |
| Dollar
Range of Beneficial Ownership in the Fund as of 6/30/22 |
Brown
Advisory Growth Equity Fund |
| |
Kenneth
M. Stuzin |
|
over
$1,000,000 |
Brown
Advisory Flexible Equity Fund |
| |
Maneesh
Bajaj |
| $100,001-$500,000 |
Brown
Advisory Equity Income Fund |
| |
Brian
E. Graney |
| None |
Brown
Advisory Sustainable Growth Fund |
| |
Karina
Funk |
| $500,001-$1,000,000 |
David
Powell |
|
over
$1,000,000 |
Brown
Advisory Mid-Cap Growth Fund |
| |
Christopher
A. Berrier |
| None |
George
Sakellaris |
|
over
$1,000,000 |
Emmy
Wachtmeister |
| $500,001-$1,000,000 |
Brown
Advisory Small-Cap Growth Fund |
| |
Christopher
A. Berrier |
|
over
$1,000,000 |
George
Sakellaris |
| None |
Brown
Advisory Small-Cap Fundamental Value Fund |
| |
J.
David Schuster |
|
$100,001-$500,000 |
Brown
Advisory Sustainable Small-Cap Core Fund |
| |
Timothy
Hathaway |
| None |
Emily
Dwyer |
| $10,001-$50,000 |
Kenneth
Coe |
| $50,001-$100,000 |
Brown
Advisory Intermediate Income Fund |
| |
Jason
Vlosich |
|
$10,001-$50,000 |
Brown
Advisory Total Return Fund |
| |
Chris
Diaz |
| None |
Ryan
Myerberg |
| None |
Colby
Stilson |
| None |
Brown
Advisory Sustainable Bond Fund |
| |
Amy
Hauter |
| $10,001-$50,000 |
Chris
Diaz |
| None |
Colby
Stilson |
| None |
Brown
Advisory Maryland Bond Fund |
| |
Stephen
M. Shutz |
| None |
Joshua
R. Perry |
|
$10,001-$50,000 |
Brown
Advisory Tax-Exempt Bond Fund |
| |
Stephen
M. Shutz |
|
$50,001-$100,000 |
Joshua
R. Perry |
|
$50,001-$100,000 |
Brown
Advisory Tax-Exempt Sustainable Bond Fund |
| |
Amy
Hauter |
|
$10,001-$50,000 |
Stephen
M. Shutz |
|
$50,001-$100,000 |
Brown
Advisory Mortgage Securities Fund |
| |
Garritt
Conover |
| None |
Chris
Roof |
| None |
Investment
Sub-Adviser– Brown Advisory Global Leaders Fund and Brown Advisory Sustainable
International Leaders Fund
Services
of the Sub-Adviser – Brown Advisory Limited
Pursuant
to a Sub-Advisory Agreement (“Sub-Advisory Agreement”) entered into between the
Adviser and Brown Advisory Limited on behalf of the Brown Advisory Global
Leaders Fund and Brown Advisory Sustainable International Leaders Fund. Brown
Advisory Limited manages the securities of the Funds and makes investment
decisions for the Funds subject to such policies as the Board of Trustees may
determine. By its terms, each Sub-Advisory Agreement will continue in
effect for as long as such continuance is specifically approved at least
annually by the Board of Trustees or by a vote of a majority of the outstanding
voting securities of each fund, and, in either case, by a majority of the
Trustees who are not parties to the Sub-Advisory Agreements or interested
persons of any such party, at a meeting called for the purpose of voting on the
Sub-Advisory Agreements. The Sub-Advisory Agreements can be
terminated at any time by the Board of Trustees, the Adviser, or by a vote of a
majority of the outstanding voting securities of the Funds, without payment of
any penalty, on not less than 60 days’ written notice to Brown Advisory Limited,
and Brown Advisory Limited may at any time, without the payment of any penalty,
terminate the Sub-Advisory Agreement on not less than 60 days’ written notice to
the Adviser. The Sub-Advisory Agreements automatically and
immediately will terminate in the event of its assignment (as defined in the
1940 Act). The Adviser pays Brown Advisory Limited a fee equal to an
annual rate of 0.39% and 0.375% of the average daily net assets of the Brown
Advisory Global Leaders Fund and Brown Advisory Sustainable International
Leaders Fund, respectively.
Brown
Advisory Limited’s activities are subject to general supervision by the Adviser
and the Board of Trustees. Although the Adviser and the Board do not
evaluate the investment merits of Brown Advisory Limited’s specific securities
selections, they do review the performance of Brown Advisory Limited relative to
the selection criteria.
The
Adviser has ultimate responsibility for the investment performance of the Brown
Advisory Global Leaders Fund and Brown Advisory Sustainable International
Leaders Fund pursuant to its responsibility to oversee Brown Advisory Limited
and recommend its hiring and/or replacement.
Ownership
of the Sub-Adviser
Brown
Advisory Limited is located at 18 Hanover Square, London, W1S 1JY, United
Kingdom. Brown Advisory Limited is an affiliate of the Adviser, and is
controlled by Brown Advisory Incorporated, a holding company incorporated under
the laws of Maryland in 1998.
Information
Regarding the Portfolio Managers
Other
Accounts Under Management. The
table below identifies, for the portfolio managers of the Brown Advisory Global
Leaders Fund and Brown Advisory Sustainable International Leaders Fund, the
number of accounts managed (excluding each Fund) and the total assets in such
accounts, within each of the following categories: registered investment
companies, other pooled investment vehicles, and other accounts. The Fund’s
portfolio managers do not provide day-to-day management of accounts with
performance-based advisory fees. Information in the table is shown as of June
30, 2022. Asset amounts are approximate and have been rounded.
Brown
Advisory Global Leaders Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Number
of Other Accounts Managed and Assets by Account Type |
Number
of Accounts and Assets for which Advisory Fee is Performance
Based |
Portfolio
Manager |
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
Michael
Dillon |
0 |
5 |
9 |
0 |
0 |
2 |
$0 |
$2.8
billion |
$2.0
billion |
$0 |
$0 |
$136
million |
Bertie
Thomson |
0 |
0 |
7 |
0 |
0 |
0 |
$0 |
$0 |
$63
million |
$0 |
$0 |
$0 |
Brown
Advisory Sustainable International Leaders Fund
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Number
of Other Accounts Managed and Assets by Account Type |
Number
of Accounts and Assets for which Advisory Fee is Performance
Based |
Portfolio
Manager |
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
Priyanka
Agnihotri |
0 |
0 |
2 |
0 |
0 |
0 |
$0 |
$0
million |
$2
million |
$0 |
$0 |
$0
million |
Conflicts
of Interest for the Portfolio Manager.
Actual or apparent conflicts of interest may arise when a portfolio manager has
day-to-day management responsibilities with respect to more than the Fund or
other accounts. More specifically, portfolio managers who manage multiple Funds
and/or other accounts may experience the following potential conflicts: The
management of multiple accounts may result in a portfolio manager devoting
unequal time and attention to the management of each account. Investment
decisions for client accounts are also made consistent with a client’s
individual investment objective and needs. Accordingly, there may be
circumstances when purchases or sales of securities for one or more client
accounts will have an adverse effect on other clients. Brown Advisory Limited
may seek to manage such competing interests by: (1) having a portfolio
manager focus on a particular investment discipline; (2) utilizing a
quantitative model in managing accounts; and/or (3) reviewing performance
differences between similarly managed accounts on a periodic basis to ensure
that any such differences are attributable to differences in investment
guidelines and timing of cash flows. Brown Advisory Limited also maintains a
Code of Ethics to establish standards and procedures for the detection and
prevention of activities by which persons having knowledge of the investments
and investment intentions of a Fund may abuse their fiduciary duties to the
Fund.
If
a portfolio manager identifies a limited investment opportunity that may be
suitable for more than one client, a Fund may not be able to take full advantage
of that opportunity due to an allocation of filled purchase or sale orders
across all eligible accounts. To deal with these situations, Brown Advisory
Limited has adopted procedures for allocating portfolio transactions across
multiple accounts and conducting trades on a soft dollar basis, if applicable.
With
respect to securities transactions for clients, Brown Advisory Limited
determines which broker to use to execute each order. However, Brown Advisory
Limited may direct securities transactions to a particular broker/dealer for
various reasons including receipt of research or participation interests in
initial public offerings that may or may not benefit the Fund. To deal with
these situations, Brown Advisory Limited has adopted procedures to help ensure
best execution of all client transactions.
Finally,
the appearance of a conflict of interest may arise where Brown Advisory Limited
has an incentive, such as a performance-based management fee, which relates to
the management of one but not all accounts for which a portfolio manager has
day-to-day management responsibilities.
Information
Concerning Compensation of Portfolio Managers. Brown
Advisory Limited receives a fee based on the assets under management of the
Brown Advisory Global Leaders Fund and Brown Advisory Sustainable International
Leaders Fund as set forth in each Investment Sub-Advisory Agreement between
Brown Advisory Limited and the Adviser on behalf of the Fund. Brown
Advisory Limited pays its investment professionals out of its total revenues,
including the advisory fees earned with respect to the Funds.
The
portfolio managers of Brown Advisory Limited receive a compensation package that
includes various components, including a base salary and variable incentive
bonus. The incentive bonus takes into consideration a number of factors
including, but not limited to, performance, client satisfaction and service and
the profitability of Brown Advisory Limited’s business. When evaluating a
portfolio manager’s performance Brown Advisory Limited compares the pre-tax
performance of a portfolio manager’s accounts to a relative broad-based market
index over a trailing 1, 3, and 5 year time period.
|
|
|
|
| |
Fund |
Benchmark
Index |
Brown
Advisory Global Leaders Fund |
MSCI
ACWI Index |
Brown
Advisory Sustainable International Leaders Fund |
MSCI
ACWI ex U.S. Index |
All
portions of a portfolio manager’s compensation package are paid by Brown
Advisory Limited and not by any client account.
Portfolio
Managers Ownership in the Funds.
As of June 30, 2022, the portfolio managers that retained decision making
authority over the Brown Advisory Global Leaders Fund and Brown Advisory
Sustainable International Leaders Fund beneficially owned shares of the Funds as
summarized in the following table
using
the following ranges: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000,
$100,001-$500,000, $500,001-$1,000,000, and over $1,000,000.
|
|
|
|
| |
Funds/Portfolio
Managers |
Dollar
Range of Beneficial Ownership in the Fund as of 6/30/22 |
Brown
Advisory Global Leaders Fund |
|
Michael
Dillon |
None(1) |
Bertie
Thomson |
None(2) |
| |
Brown
Advisory Sustainable International Leaders Fund |
|
Priyanka
Agnihotri |
None |
(1)
As of June 30, 2022, Mr. Dillon beneficially owned over $1,000,000 of the shares
of the Brown Advisory Global Leaders Fund, a portfolio of Brown Advisory Funds
plc, an Irish-registered investment company which has a principal investment
strategy that is substantially similar to that of the Fund and for which Mr.
Dillon also serves as a portfolio manager.
(2)
As of June 30, 2022, Mr. Thomson beneficially owned between $500,001-$1,000,000
of the shares of the Brown Advisory Global Leaders Fund, a portfolio of Brown
Advisory Funds plc, an Irish-registered investment company which has a principal
investment strategy that is substantially similar to that of the Fund and for
which Mr. Thomson also serves as a portfolio manager.
Investment
Sub-Adviser – Brown Advisory – WMC Strategic European Equity Fund and Brown
Advisory Emerging Markets Select Fund
Services
of the Sub-Adviser – Wellington Management Company LLP
Pursuant
to the Sub-Advisory Agreements (“Sub-Advisory Agreements”) entered into between
the Adviser and Wellington Management Company LLP (“Wellington Management”) on
behalf of each of the Brown Advisory – WMC Strategic European Equity Fund and
Brown Advisory Emerging Markets Select Fund, Wellington Management manages the
securities of the Funds and makes investment decisions for the Funds subject to
such policies as the Board of Trustees may determine. By its terms, the
Sub-Advisory Agreements will continue in effect for so as long as such
continuance is specifically approved at least annually by the Board of Trustees
or by a vote of a majority of the outstanding voting securities of each Fund,
and, in either case, by a majority of the Trustees who are not parties to the
Sub-Advisory Agreements or interested persons of any such party, at a meeting
called for the purpose of voting on the Sub-Advisory Agreements. The
Sub-Advisory Agreements can be terminated at any time by the Board of Trustees,
the Adviser, or by a majority of the outstanding voting securities of a Fund,
without
payment
of any penalty, on not less than 60 days’ written notice to Wellington
Management, and Wellington Management may at any time, without the payment of
any penalty, terminate these Sub-Advisory Agreements on not less than 60 days’
written notice to the Adviser. The Sub-Advisory Agreements automatically and
immediately will terminate in the event of its assignment (as defined in the
1940 Act). The Adviser pays Wellington Management a fee equal to an annual rate
of 0.55% of the average daily net assets of the Brown Advisory – WMC Strategic
European Equity Fund, and 0.55% of the average daily net assets of the Brown
Advisory Emerging Markets Select Fund.
Wellington
Management’s activities are subject to general supervision by the Adviser and
the Board of Trustees. Although the Adviser and the Board do not evaluate the
investment merits of each of Wellington Management’s specific securities
selections, they do review the performance of Wellington Management relative to
the selection criteria.
The
Adviser has ultimate responsibility for the investment performance of each Fund
pursuant to its responsibility to oversee Wellington Management and recommend
its hiring and/or replacement.
Ownership
of the Sub-Adviser
Wellington
Management Company LLP, is a Delaware limited liability partnership with
principal offices at 280 Congress Street, Boston, Massachusetts 02210.
Wellington Management is a professional investment counseling firm which
provides investment services to investment companies, employee benefit plans,
endowments, foundations and other institutions. Wellington Management and its
predecessor organizations have provided investment advisory services for over 80
years. Wellington Management is owned by the partners of Wellington Management
Group LLP, a Massachusetts limited liability partnership.
Information
Regarding the Portfolio Managers
The
following information regarding each Fund’s portfolio manager(s) has been
provided by Wellington Management.
Other
Accounts Under Management.
The table below identifies, for the portfolio manager of the Brown Advisory –
WMC Strategic European Equity Fund, and the portfolio manager of the Brown
Advisory Emerging Markets Select Fund, the number of accounts managed (excluding
the Funds) and the total assets in such accounts, within each of the following
categories: registered investment companies, other pooled investment vehicles,
and other accounts. Information in the table is shown as of June 30, 2022. Asset
amounts are approximate and have been rounded.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Number
of Other Accounts Managed and Assets by Account Type |
Number
of Accounts and Assets for which Advisory Fee is Performance
Based |
Fund
and Portfolio Manager |
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
Brown
Advisory – WMC Strategic European Equity Fund |
|
|
|
|
| |
C.
Dirk Enderlein |
0 |
12 |
17 |
0 |
1 |
6 |
$0 |
$2.9
billion |
$4.0
billion |
$0 |
$332
million |
$2.5
billion |
Brown
Advisory Emerging Markets Select Fund |
|
|
|
|
| |
Niraj
Bhagwat |
0 |
4 |
6 |
0 |
1 |
2 |
$0 |
$654
million |
$2.8
billion |
$0 |
$344
million |
$1.2
million |
Conflicts
of Interest for the Portfolio Managers
Individual
investment professionals at Wellington Management manage multiple accounts for
multiple clients. These accounts may include mutual funds, separate accounts
(assets managed on behalf of institutions such, as
pension
funds, insurance companies, foundations, or separately managed account programs
sponsored by financial intermediaries), bank common trust accounts, and hedge
funds. Each Fund’s portfolio manager is primarily responsible for the day-to-day
management of that Fund and may manage accounts in several different investment
styles. These accounts may have investment objectives, strategies, time
horizons, tax considerations, and risk profiles that differ from those of the
Fund. The portfolio managers make investment decisions for each account,
including the relevant Fund, based on the investment objectives, policies,
practices, benchmarks, cash flows, tax, and other relevant investment
considerations applicable to that account. Consequently, the portfolio
manager may purchase or sell securities, including IPOs, for one account and not
another account, and the performance of securities purchased for one account may
vary from the performance of securities purchased for other accounts.
Alternatively, these accounts may be managed in a similar fashion to the
relevant Fund and thus the accounts may have similar, and in some cases nearly
identical, objectives, strategies, and/or holdings to the relevant
Fund.
The
portfolio manager or other investment professional at Wellington Management may
place transactions on behalf of other accounts that are directly or indirectly
contrary to investment decisions made on behalf of the relevant Fund, or make
investment decisions that are similar to those made for the relevant Fund, both
of which have the potential to adversely impact the relevant Fund depending on
market conditions. For example, an investment professional may purchase a
security in one account while appropriately selling that same security in
another account. Similarly, the portfolio manager may purchase the same security
for the Funds and one or more other accounts at or about the same time. In those
instances, the other accounts will have access to their respective holdings
prior to the public disclosure of the Funds’ holdings. In addition, some of
these accounts have fee structures, including performance fees, which are or
have the potential to be higher, in some cases significantly higher, than the
fees Wellington Management receives for managing the Fund. Mr. Enderlein and Mr.
Bhagwat also manage accounts which pay performance allocations to Wellington
Management or its affiliates. Because incentive payments paid by Wellington
Management to the portfolio manager are tied to revenues earned by Wellington
Management and, where noted, to the performance achieved by the manager in each
account, the incentives associated with any given account may be significantly
higher or lower than those associated with other accounts managed by a given
portfolio manager. Finally, the portfolio manager may hold shares or investments
in the other pooled investment vehicles and/or other accounts identified
above.
Wellington
Management’s goal is to meet its fiduciary obligation to treat all clients
fairly and provide high quality investment services to all of its clients.
Wellington Management has adopted and implemented policies and procedures,
including brokerage and trade allocation policies and procedures that it
believes address the conflicts associated with managing multiple accounts for
multiple clients. In addition, Wellington Management monitors a variety of
areas, including compliance with primary account guidelines, the allocation of
IPOs, and compliance with the firm’s Code of Ethics, and places additional
investment restrictions on investment professionals who manage hedge funds and
certain other accounts. Furthermore, senior investment and business personnel at
Wellington Management periodically review the performance of Wellington
Management’s investment professionals. Although Wellington Management does not
track the time an investment professional spends on a single account, Wellington
Management does periodically assess whether an investment professional has
adequate time and resources to effectively manage the investment professional’s
various client mandates.
Information
Concerning Compensation of Portfolio Managers.
Wellington
Management receives a fee based on the assets under management of each Fund as
set forth in the Investment Sub-Advisory Agreement between Wellington Management
and the Adviser on behalf of the Funds. Wellington Management pays its
investment professionals out of its total revenues, including the advisory fees
earned with respect to each Fund. The following information is as of June 30,
2022.
Wellington
Management’s compensation structure is designed to attract and retain
high-caliber investment professionals necessary to deliver high quality
investment management services to its clients. Wellington Management’s
compensation of each Fund’s manager listed in the prospectus who is primarily
responsible for the day-to-day management of that Fund (“Portfolio Manager”)
includes a base salary and incentive components. The base salary for each
Portfolio Manager who is a partner (a “Partner”) of Wellington Management Group
LLP, the ultimate holding company of Wellington Management, is generally a fixed
amount that is determined by the managing partners of Wellington Management
Group LLP. Each Portfolio Manager is eligible to receive an incentive
payment based on the revenues earned by Wellington Management from the Funds
managed by the
Portfolio
Manager and generally each other account managed by such Portfolio
Manager. Each Portfolio Manager’s incentive payment relating to the Funds
is linked to the gross pre-tax performance of the portion of each Fund managed
by the Portfolio Manager compared to the benchmark index and/or peer group
identified below over one, three and five-year periods, with an emphasis on
five-year results. Wellington Management applies similar incentive
compensation structures (although the benchmarks or peer groups, time periods
and rates may differ) to other accounts managed by the Portfolio Manager,
including accounts with performance fees.
Portfolio-based
incentives across all accounts managed by an investment professional can, and
typically do, represent a significant portion of an investment professional’s
overall compensation; incentive compensation varies significantly by individual
and can vary significantly from year to year. The Portfolio Manager may
also be eligible for bonus payments based on their overall contribution
Wellington Management’s business operations. Senior management at
Wellington Management may reward individuals as it deems appropriate based on
other factors. Each Partner is eligible to participate in a Partner-funded
tax qualified retirement plan, the contributions to which are made pursuant to
an actuarial formula. Messrs. Enderlein, and Bhagwat are
Partners.
|
|
|
|
| |
Fund |
Benchmark
Index and/or Peer Group for Incentive Period |
Brown
Advisory –
WMC Strategic European Equity Fund |
MSCI
Europe Index
|
Brown
Advisory Emerging Markets Select Fund |
MSCI
Emerging markets Index |
Portfolio
Managers Ownership in the Funds.
As of June 30, 2022, the portfolio managers that retained decision making
authority over the Brown Advisory – WMC Strategic European Equity Fund and the
Brown Advisory Emerging Markets Select Fund beneficially owned shares of such
Funds as summarized in the following table using the following ranges: None,
$1-$10,000, $10,001-$50,000, $50,001-$100,000, $100,001-$500,000,
$500,001-$1,000,000, and over $1,000,000.
|
|
|
|
|
|
|
| |
Fund/Portfolio
Manager |
| Dollar
Range of Beneficial Ownership in the Fund as of 6/30/22 |
Brown
Advisory – WMC Strategic European Equity Fund |
| |
C.
Dirk Enderlein |
| None |
Brown
Advisory Emerging Markets Select Fund |
| |
Niraj
Bhagwat |
| None |
Investment
Sub-Adviser – Brown Advisory Emerging Markets Select Fund
Services
of the Sub-Adviser – Pzena Investment Management, LLC
Pursuant
to a Sub-Advisory Agreement (“Sub-Advisory Agreement”) entered into between the
Adviser and Pzena Investment Management, LLC (“Pzena”), Pzena manages the
securities of the Brown Advisory Emerging Markets Select Fund and makes
investment decisions for the Fund subject to such policies as the Board of
Trustees may determine. By its terms, the Sub-Advisory Agreement will continue
in effect for so as long as such continuance is specifically approved at least
annually by the Board of Trustees or by a vote of a majority of the outstanding
voting securities of the Fund, and, in either case, by a majority of the
Trustees who are not parties to the Sub-Advisory Agreement or interested persons
of any such party, at a meeting called for the purpose of voting on the
Sub-Advisory Agreement. The Sub-Advisory Agreement can be terminated at any time
by the Board of Trustees, the Adviser, or by a vote of a majority of the
outstanding voting securities of the Brown Advisory Emerging Markets Select
Fund, without payment of any penalty, on not less than 60 days’ written notice
to Pzena, and Pzena may at any time, without the payment of any penalty,
terminate this Agreement on not less than 60 days’ written notice to the
Adviser. The Sub-Advisory Agreement automatically and immediately will terminate
in the event of its assignment (as defined in the 1940 Act). The Adviser pays
Pzena a fee equal to an annual rate of 0.58% of the average daily net assets of
the Fund.
Pzena’s
activities are subject to general supervision by the Adviser and the Board of
Trustees. Although the Adviser and the Board do not evaluate the investment
merits of each of Pzena’s specific securities selections, they do review the
performance of Pzena relative to the selection criteria.
The
Adviser has ultimate responsibility for the investment performance of the Fund
pursuant to its responsibility to oversee Pzena and recommend its hiring and/or
replacement.
Ownership
of the Sub-Adviser
Pzena
Investment Management, LLC is an investment adviser which is registered under
the Investment Advisers Act of 1940 and is headquartered in New York. Pzena
Investment Management, LLC manages assets in a variety of value-oriented
investment strategies across a wide range of market capitalizations in both U.S.
and non-U.S. capital markets. Pzena Investment Management, Inc. functions as the
sole managing member of, and owns approximately 25% of Pzena Investment
Management, LLC. Richard S. Pzena, the Chief Executive Officer and Co-Chief
Investment Officer of Pzena Investment Management owns approximately 35% of
Pzena Investment Management, LLC. The remaining owners include employees, former
employees and other non-employee members.
Information
Regarding Portfolio Managers
The
following information regarding the portfolio managers for the Brown Advisory
Emerging Markets Select Fund has been provided by Pzena.
Other
Accounts Under Management.
The table below identifies, for the portfolio manager of the Brown Advisory
Emerging Markets Select Fund, the number of accounts managed (excluding the
Fund) and the total assets in such accounts, within each of the following
categories: registered investment companies, other pooled investment vehicles,
and other accounts. Information in the table is shown as of June 30, 2022. Asset
amounts are approximate and have been rounded.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
| Number
of Other Accounts Managed and Assets by Account Type |
Number
of Accounts and Assets for which Advisory Fee is Performance
Based |
Fund
and Portfolio Manager |
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
Brown
Advisory Emerging Markets Select Fund |
|
|
|
|
| |
Rakesh
Bordia |
2 |
9 |
19 |
1 |
0 |
0 |
$755
million |
$1.2
billion |
$3.7
billion |
$175
million |
$0 |
$0 |
Caroline
Cai |
10 |
45 |
55 |
1 |
2 |
2 |
$4.2
billion |
$13.5
billion |
$11.0
billion |
$175
million |
$212
million |
$287
million |
Allison
Fisch |
11 |
23 |
32 |
1 |
1 |
0 |
$4.2
billion |
$1.9
billion |
$6.3
billion |
$175
million |
$31
million |
$0 |
Conflicts
of Interest for the Portfolio Managers
When
a portfolio manager is responsible for the management of more than one account,
the potential arises for the portfolio manager to favor one account over
another. The principal types of potential conflicts of interest that may arise
are discussed below. For the reasons outlined below, Pzena does not believe that
any material conflicts are likely to arise out of a portfolio manager’s
responsibility for the management of the Fund as well as one or more other
accounts. Pzena has adopted procedures that are intended to monitor compliance
with the policies referred to in the following paragraphs. Generally, the risks
of such conflicts of interest are increased to the extent that a portfolio
manager has a financial incentive to favor one account over another. Pzena has
structured its compensation arrangements in a manner that is intended to limit
such potential for conflicts of interest.
A
portfolio manager could favor one account over another in allocating new
investment opportunities that have limited supply, such as IPOs and private
placements. If, for example, an IPO that was expected to appreciate in value
significantly shortly after the offering was allocated to a single account, that
account may be expected to have better investment performance than other
accounts that did not receive an allocation in the IPO. Pzena has policies that
require a portfolio manager to allocate such investment opportunities in an
equitable manner and generally to allocate such investments proportionally among
all accounts with similar investment objectives.
•A
portfolio manager could favor one account over another in the order in which
trades for the accounts are placed. If a portfolio manager determines to
purchase a security for more than one account in an aggregate amount that may
influence the market price of the security, accounts that purchased or sold the
security first may receive a more favorable price than accounts that made
subsequent transactions. The less liquid the market for the security or the
greater the percentage that the proposed aggregate purchases or sales represent
of average daily trading volume, the greater the potential for accounts that
make subsequent purchases or sales to receive a less favorable price. When a
portfolio manager intends to trade the same security for more than one account,
the procedures of Pzena generally result in such trades being "bunched," which
means that the trades for the individual accounts are aggregated and each
account receives the same price. There are some types of accounts as to which
bunching may not be possible for contractual reasons (such as directed brokerage
arrangements). Circumstances also may arise where the trader believes that
bunching the orders may not result in the best possible price. Where those
accounts or circumstances are involved, Pzena will place the order in a manner
intended to result in as favorable a price as possible for such
client.
•A
portfolio manager may favor an account if the portfolio manager's compensation
is tied to the performance of that account rather than all accounts managed by
the portfolio manager. If, for example, the portfolio manager receives a bonus
based upon the performance of certain accounts relative to a benchmark while
other accounts are disregarded for this purpose, the portfolio manager will have
a financial incentive to seek to have the accounts that determine the portfolio
manager's bonus achieve the best possible performance to the possible detriment
of other accounts. Similarly, if Pzena receives a performance-based advisory
fee, the portfolio manager may favor that account, whether or not the
performance of that account directly determines the portfolio manager's
compensation. The investment performance on specific accounts is not a factor in
determining the portfolio manager's compensation.
•A
portfolio manager may favor an account if the portfolio manager has a beneficial
interest in the account, in order to benefit a large client or to compensate a
client that had poor returns. For example, if the portfolio manager held an
interest in an investment partnership that was one of the accounts managed by
the portfolio manager, the portfolio manager would have an economic incentive to
favor the account in which the portfolio manager held an interest. Pzena imposes
certain trading restrictions and reporting requirements for accounts in which a
portfolio manager or certain family members have a personal interest in order to
confirm that such accounts are not favored over other accounts.
•If
the different accounts have materially and potentially conflicting investment
objectives or strategies, a conflict of interest may arise. For example, where a
portfolio manager is responsible-for accounts with differing investment
objectives and policies, it is possible that the portfolio manager will conclude
that it is in the best interest of one account to sell a portfolio security
while another account continues to hold or increase the holding in such
security. While these accounts have many similarities, the investment
performance of each account will be different due to differences in fees,
expenses and cash flows.
Information
Concerning Compensation of Portfolio Managers
Portfolio
managers and other investment professionals at Pzena are compensated through a
combination of a fixed base salary (set annually), performance bonus and equity
ownership, if appropriate due to superior performance. The time frame that Pzena
examines for bonus compensation is annual. Pzena considers both quantitative and
qualitative factors when determining performance bonuses; however, performance
bonuses are not based on investment performance or assets under management. For
investment professionals, Pzena examines such things as effort, efficiency,
ability to focus on the correct issues, stock modeling ability, and ability to
successfully interact with company management. However, Pzena always looks at
the person as a whole and contributions that he/she has
made
and is likely to make in the future. Pzena avoids a compensation model that is
driven by individual security performance, as this can lead to short-term
thinking which is contrary to the firm's value investment philosophy.
Ultimately, equity ownership is the primary tool used by Pzena for attracting
and retaining the best people.
As
a part of Pzena’s compensation package, eligible employees whose compensation is
in excess of certain thresholds are required to defer a portion of that excess.
These deferred amounts may be invested, at the employee's discretion, in certain
investment options designated by the Compensation Committee of PIM, Inc.’s Board
of Directors.
In
terms of a retirement plan, Pzena offers a defined contribution profit sharing
plan with a 401(k) deferral component. All full-time employees and certain
part-time employees who have met the age and length of service requirements are
eligible to participate in the plan. The plan allows participating employees to
make elective deferrals of compensation up to the annual limits which are set by
law. The plan provides for a discretionary annual contribution by the operating
company which is determined by a formula based on the salaries of eligible
employees as defined by the plan.
Portfolio
Managers Ownership in the Fund.
As of June 30, 2022, each portfolio manager that retained decision making
authority over the Brown Advisory Emerging Markets Select Fund’s management
beneficially owned shares of the Fund as summarized in the following table using
the following ranges: None, $1-$10,000, $10,001-$50,000, $50,001-$100,000,
$100,001-$500,000, $500,001-$1,000,000, and over $1,000,000.
|
|
|
|
|
|
|
| |
Fund/Portfolio
Manager |
| Dollar
Range of Beneficial Ownership in the Fund as of 6/30/22 |
Brown
Advisory Emerging Markets Select Fund |
| |
Rakesh
Bordia |
| None |
Caroline
Cai |
| None |
Allison
Fisch |
| None |
Investment
Sub-Adviser –
Brown
Advisory – Beutel Goodman Large-Cap Value Fund
Services
of the Sub-Adviser – Beutel, Goodman & Company Ltd.
Pursuant
to a Sub-Advisory Agreement (“Sub-Advisory Agreement”) entered into between the
Adviser and Beutel, Goodman & Company Ltd. (“Beutel Goodman” or the
“Sub-Adviser”), on behalf of the Fund, Beutel Goodman manages the securities of
the Fund and makes investment decisions for the Fund subject to such policies as
the Board of Trustees may determine. By its terms, the Sub-Advisory Agreement
will continue in effect for so as long as such continuance is specifically
approved at least annually by the Board of Trustees or by a vote of a majority
of the outstanding voting securities of the Fund, and, in either case, by a
majority of the Trustees who are not parties to the Sub-Advisory Agreement or
interested persons of any such party, at a meeting called for the purpose of
voting on the Sub-Advisory Agreement. The Sub-Advisory Agreement can be
terminated at any time by the Board of Trustees, the Adviser, or by a vote of a
majority of the outstanding voting securities of the Fund, without payment of
any penalty, on not less than 60 days’ written notice to Beutel Goodman, and
Beutel Goodman may at any time, without the payment of any penalty, terminate
the Sub-Advisory Agreement on not less than 60 days’ written notice to the
Adviser. The Sub-Advisory Agreement automatically and immediately will terminate
in the event of its assignment (as defined in the 1940 Act). The Adviser pays
Beutel Goodman a fee equal to an annual rate of 0.225% of the average daily net
assets of the segment of the Fund that it sub-advises.
Beutel
Goodman’s activities are subject to general supervision by the Adviser and the
Board of Trustees. Although the Adviser and the Board do not evaluate the
investment merits of each of Beutel Goodman’s specific securities selections,
they do review the performance of Beutel Goodman relative to the selection
criteria.
The
Adviser has ultimate responsibility for the investment performance of the Fund
pursuant to its responsibility to oversee Beutel Goodman and recommend its
hiring and/or replacement.
Ownership
of the Sub-Adviser
Beutel
Goodman is a privately-owned, independent Canadian investment manager with
principal offices at 20 Eglinton Avenue West, Suite 2000, P.O. Box 2005,
Toronto, Ontario, Canada M4R 1K8. Beutel Goodman is majority owned by its
employees. Affiliated Managers Group, Inc., a Boston-based asset management
holding company, holds a minority interest in the firm.
Information
Regarding Portfolio Managers
The
following information regarding the Brown Advisory – Beutel Goodman Large-Cap
Value Fund’s portfolio managers has been provided by the Beutel Goodman.
Other
Accounts Under Management. The
table below identifies, for the portfolio managers of the Brown Advisory –
Beutel Goodman Large-Cap Value, the number of accounts managed (excluding the
Fund) and the total assets in such accounts, within each of the following
categories: registered investment companies, other pooled investment vehicles,
and other accounts. Information in the table is shown as of June 30, 2022. Asset
amounts are approximate and have been rounded.
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| Number
of Other Accounts Managed and Assets by Account Type |
Number
of Accounts and Assets for which Advisory Fee is Performance
Based |
Portfolio
Manager |
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
Registered
Investment Companies |
Other
Pooled Investment Vehicles |
Other
Accounts |
Rui
Cardoso |
0 |
35 |
33 |
0 |
0 |
0 |
$0 |
$1.4
billion |
$3.7
billion |
$0 |
$0 |
$0 |
Glenn
Fortin |
0 |
35 |
33 |
0 |
0 |
0 |
$0 |
$1.4
billion |
$3.7
billion |
$0 |
$0 |
$0 |
Conflicts
of Interest for the Portfolio Managers.
Beutel
Goodman has adopted policies and procedures that address conflicts of interest
that may arise between a portfolio manager’s management of the Fund and their
management of other accounts. Potential areas of conflict could
involve allocation of investment opportunities and trades among the Fund and
other accounts, use of information regarding the timing of the Fund’s trades,
and personal investing activities. Beutel Goodman has adopted
policies and procedures that it believes are reasonably designed to address
these conflicts. However, there is no guarantee that such policies
and procedures will be effective or that Beutel Goodman will anticipate all
potential conflicts of interest.
Information
Concerning Compensation of the Portfolio Managers.
The
portfolio managers are compensated in various forms. The portfolio
managers’ salary and retirement plan benefits are not based directly on the
performance of the Brown Advisory – Beutel Goodman Large-Cap Value Fund or the
value of the Fund’s assets. Bonus compensation is based on the Brown
Advisory – Beutel Goodman Large-Cap Value Fund’s performance as compared to
peers and relevant indices, paid over rolling 3-year periods. Portfolio managers
are also compensated through their ownership of private shares of Beutel
Goodman.
Portfolio
Managers Ownership in the Fund.
As of June 30, 2022, each portfolio manager that retained decision making
authority over the Brown Advisory – Beutel Goodman Large-Cap Value Fund’s
management beneficially owned shares of the Fund as summarized in the following
table using the following ranges: None, $1-$10,000, $10,001-$50,000,
$50,001-$100,000, $100,001-$500,000, $500,001-$1,000,000, and over
$1,000,000.
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Fund/Portfolio
Manager |
| Dollar
Range of Beneficial Ownership in the Fund as of 6/30/22 |
Brown
Advisory – Beutel Goodman Large-Cap Value |
| |
Rui
Cardoso |
| None |
Glenn
Fortin |
| None |
Advisory
Fees
The
Adviser’s fee is calculated as a percentage of each Fund’s average daily net
assets. The fee, if not waived, is accrued daily by each Fund and is assessed to
each class based on average net assets for the previous month. The Adviser’s fee
is paid monthly based on average net assets for the prior month.
In
addition to receiving its advisory fee from each Fund, the Adviser may also act
and be compensated as investment manager for its clients with respect to assets
they invested in each Fund. If you have a separately managed account with the
Adviser with assets invested in a Fund, the Adviser will credit an amount equal
to all or a portion of the fees received by the Adviser against any investment
management fee received from you.
The
Adviser may also receive compensation from certain omnibus account providers for
providing shareholder services to Fund shareholders.
The
following table shows the dollar amount of the fees payable by each Fund to the
Adviser, the amount of fees waived by the Adviser, if any, and the actual fees
received by the Adviser. The data presented are for the past three fiscal years
(or shorter period depending on the Fund’s commencement of
operations).
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| Advisory
Fee Accrued |
Advisory
Fee Waived and/or Expenses Reimbursed |
Recouped
Fees and Expenses |
Net
Advisory Fee Received |
Brown
Advisory Growth Equity Fund |
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Year
Ended June 30, 2022 |
$18,486,503 |
$0 |
$0 |
$18,486,503 |
Year
Ended June 30, 2021 |
$17,978,858 |
$0 |
$0 |
$17,978,858 |
Year
Ended June 30, 2020 |
$14,617,201 |
$0 |
$0 |
$14,617,201 |
Brown
Advisory Flexible Equity Fund |
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Year
Ended June 30, 2022 |
$3,030,313 |
$0 |
$0 |
$3,030,313 |
Year
Ended June 30, 2021 |
$2,584,772 |
$0 |
$0 |
$2,584,772 |
Year
Ended June 30, 2020 |
$2,171,857 |
$0 |
$0 |
$2,171,857 |
Brown
Advisory Equity Income Fund |
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| |
Year
Ended June 30, 2022 |
$536,524 |
$22,413 |
$0 |
$514,111 |
Year
Ended June 30, 2021 |
$499,046 |
$20,506 |
$0 |
$478,540 |
Year
Ended June 30, 2020 |
$520,654 |
$0 |
$0 |
$520,654 |
Brown
Advisory Sustainable Growth Fund |
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Year
Ended June 30, 2022 |
$34,035,634 |
$0 |
$0 |
$34,035,634 |
Year
Ended June 30, 2021 |
$24,279,680 |
$0 |
$0 |
$24,279,680 |
Year
Ended June 30, 2020 |
$11,578,675 |
$0 |
$0 |
$11,578,675 |
Brown
Advisory Mid-Cap Growth Fund |
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Year
Ended June 30, 2022 |
$1,109,834 |
$0 |
$0 |
$1,109,834 |
Year
Ended June 30, 2021 |
$1,076,388 |
$53,751 |
$0 |
$1,022,637 |
Year
Ended June 30, 2020 |
$460,432 |
$125,645 |
$0 |
$334,787 |
Brown
Advisory Small-Cap Growth Fund |
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Year
Ended June 30, 2022 |
$18,875,630 |
$0 |
$0 |
$18,875,630 |
Year
Ended June 30, 2021 |
$18,464,400 |
$0 |
$0 |
$18,464,400 |
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| Advisory
Fee Accrued |
Advisory
Fee Waived and/or Expenses Reimbursed |
Recouped
Fees and Expenses |
Net
Advisory Fee Received |
Year
Ended June 30, 2020 |
$11,824,663 |
$0 |
$0 |
$11,824,663 |
Brown
Advisory Small-Cap Fundamental Value Fund |
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Year
Ended June 30, 2022 |
$10,801,132 |
$0 |
$0 |
$10,801,132 |
Year
Ended June 30, 2021 |
$8,527,662 |
$0 |
$0 |
$8,527,662 |
Year
Ended June 30, 2020 |
$7,632,507 |
$0 |
$0 |
$7,632,507 |
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| |
Brown
Advisory Sustainable Small-Cap Core Fund |
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Period
Ended June 30, 2022(1) |
$174,352 |
$89,225 |
$0 |
$85,127 |
Brown
Advisory Global Leaders Fund |
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Year
Ended June 30, 2022 |
$8,644,228 |
$0 |
$0 |
$8,644,228 |
Year
Ended June 30, 2021 |
$6,218,766 |
$84,839 |
$0 |
$6,133,927 |
Year
Ended June 30, 2020 |
$2,513,752 |
$260,299 |
$0 |
$2,253,453 |
Brown
Advisory Sustainable International Leaders Fund |
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Period
Ended June 30, 2022(2) |
$13,196 |
$59,952 |
$0 |
$0 |
Brown
Advisory Intermediate Income Fund |
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Year
Ended June 30, 2022 |
$480,515 |
$57,830 |
$0 |
$422,685 |
Year
Ended June 30, 2021 |
$515,920 |
$61,405 |
$0 |
$454,515 |
Year
Ended June 30, 2020 |
$427,569 |
$56,928 |
$0 |
$370,641 |
Brown
Advisory Total Return Fund |
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Year
Ended June 30, 2022 |
$1,315,478 |
$0 |
$0 |
$1,315,478 |
Year
Ended June 30, 2021 |
$1,309,874 |
$0 |
$0 |
$1,309,874 |
Year
Ended June 30, 2020 |
$982,568 |
$0 |
$0 |
$982,568 |
Brown
Advisory Sustainable Bond Fund |
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Year
Ended June 30, 2022 |
$830,744 |
$0 |
$0 |
$830,744 |
Year
Ended June 30, 2021 |
$571,165 |
$0 |
$0 |
$571,165 |
Year
Ended June 30, 2020 |
$418,244 |
$0 |
$0 |
$418,244 |
Brown
Advisory Maryland Bond Fund |
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Year
Ended June 30, 2022 |
$544,599 |
$0 |
$0 |
$544,599 |
Year
Ended June 30, 2021 |
$537,860 |
$0 |
$0 |
$537,860 |
Year
Ended June 30, 2020 |
$547,941 |
$0 |
$0 |
$547,941 |
Brown
Advisory Tax-Exempt Bond Fund |
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Year
Ended June 30, 2022 |
$3,409,119 |
$0 |
$0 |
$3,409,119 |
Year
Ended June 30, 2021 |
$3,502,039 |
$0 |
$0 |
$3,502,039 |
Year
Ended June 30, 2020 |
$3,374,494 |
$0 |
$0 |
$3,374,494 |
Brown
Advisory Tax-Exempt Sustainable Bond Fund |
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Year
Ended June 30, 2022 |
$687,162 |
$0 |
$0 |
$687,162 |
Year
Ended June 30, 2021 |
$556,202 |
$0 |
$0 |
$556,202 |
Period
Ended June 30, 2020(3) |
$152,258 |
$0 |
$0 |
$152,258 |
Brown
Advisory Mortgage Securities Fund |
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Year
Ended June 30, 2022 |
$981,317 |
$0 |
$0 |
$981,317 |
Year
Ended June 30, 2021 |
$847,679 |
$0 |
$0 |
$847,679 |
Year
Ended June 30, 2020 |
$775,762 |
$0 |
$0 |
$775,762 |
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| Advisory
Fee Accrued |
Advisory
Fee Waived and/or Expenses Reimbursed |
Recouped
Fees and Expenses |
Net
Advisory Fee Received |
Brown
Advisory – WMC Strategic European Equity Fund |
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Year
Ended June 30, 2022 |
$3,814,032 |
$0 |
$0 |
$3,814,032 |
Year
Ended June 30, 2021 |
$3,363,975 |
$0 |
$0 |
$3,363,975 |
Year
Ended June 30, 2020 |
$3,873,776 |
$0 |
$0 |
$3,873,776 |
Brown
Advisory Emerging Markets Select Fund |
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Year
Ended June 30, 2022 |
$5,087,303 |
$0 |
$0 |
$5,087,303 |
Year
Ended June 30, 2021 |
$3,581,760 |
$0 |
$0 |
$3,581,760 |
Year
Ended June 30, 2020 |
$2,877,445 |
$0 |
$0 |
$2,877,445 |
Brown
Advisory – Beutel Goodman Large-Cap Value Fund |
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Year
Ended June 30, 2022 |
$5,464,300 |
$0 |
$0 |
$5,464,300 |
Year
Ended June 30, 2021 |
$3,455,323 |
$0 |
$0 |
$3,455,323 |
Year
Ended June 30, 2020 |
$1,733,518 |
$0 |
$0 |
$1,733,518 |
1.The
Brown
Advisory Sustainable Small-Cap Core Fund commenced operations on October 1,
2021.
2.The
Brown
Advisory Sustainable International Leaders Fund commenced operations on March 1,
2022.
3.The
Brown
Advisory Tax-Exempt Sustainable Bond Fund commenced operations on December 3,
2019.
For
the fiscal year ended June 30, 2022, the Adviser waived $22,413 in expenses for
the Equity Income Fund, $89,225 in expenses for the Sustainable Small-Cap Core
Fund, and $59,952 in expenses for the Sustainable International Leaders 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 incurred
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. At June 30, 2022, the cumulative amounts of previously waived fees
that the Adviser may recoup from the Funds is shown in the following
table:
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Fund |
June
30, |
| 2023 |
2024 |
2025 |
Total |
Brown
Advisory Equity Income Fund |
— |
$20,506 |
$22,413 |
$42,919 |
Brown
Advisory Mid-Cap Growth Fund |
$125,645 |
$53,751 |
— |
$179,396 |
Brown
Advisory Sustainable Small-Cap Core Fund |
N/A |
N/A |
$89,225 |
$89,225 |
Brown
Advisory Global Leaders Fund |
$260,299 |
$84,839 |
— |
$345,138 |
Brown
Advisory Sustainable International Leaders Fund |
N/A |
N/A |
$59,952 |
$59,952 |
Sub-Advisory
Fees
The
Adviser pays Brown Advisory Limited a fee out of its advisory fee that is based
on a percentage of the average daily net assets managed by Brown Advisory
Limited. For the fiscal years ended June 30, 2022, 2021 and 2020, the following
fee, as a percentage of the average daily net assets of the Brown Advisory
Global Leaders Fund and Brown Advisory Sustainable International Leaders Fund
was paid to Brown Advisory Limited:
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| Percentage
of average daily net assets |
Net
Sub‑Advisory Fee Paid |
| Brown
Advisory Global Leaders Fund |
| |
| Year
Ended June 30, 2022 |
0.39% |
$5,186,537 |
| Year
Ended June 30, 2021 |
0.39% |
$3,731,260 |
| Year
Ended June 30, 2020 |
0.39% |
$1,508,251 |
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| Brown
Advisory Sustainable International Leaders Fund |
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| Period
Ended June 30, 2022* |
0.375% |
$6,598 |
*The
Brown
Advisory Sustainable International Leaders Fund commenced operations on March 1,
2022.
The
Adviser pays Wellington Management a fee out of its advisory fee that is based
on a percentage of the average daily net assets managed by Wellington
Management. For the fiscal years ended June 30, 2022, 2021, and 2020, the
following sub-advisory fee, as a percentage of the Brown Advisory – WMC
Strategic European Equity and Brown Advisory Emerging Markets Select Fund was
paid by the Adviser to Wellington Management:
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| Percentage
of average daily net assets |
Net
Sub‑Advisory Fee Paid |
| Brown
Advisory – WMC Strategic European Equity Fund |
| |
| Year
Ended June 30, 2022 |
0.55% |
$2,330,797 |
| Year
Ended June 30, 2021 |
0.55% |
$2,055,763 |
| Year
Ended June 30, 2020 |
0.55% |
$2,370,935 |
| Brown
Advisory Emerging Markets Select Fund |
| |
| Year
Ended June 30, 2022 |
0.55% |
$1,828,569 |
| Year
Ended June 30, 2021 |
0.55% |
$1,263,335 |
| Year
Ended June 30, 2020 |
0.55% |
$897,753 |
The
Adviser pays Pzena a fee out of its advisory fee that is based on a percentage
of the average daily net assets managed by Pzena. For the fiscal years ended
June 30, 2022, 2021 and 2020, the following fee, as a percentage of the Brown
Advisory Emerging Markets Select Fund’s average daily net assets, was paid to
Pzena:
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| Percentage
of average daily net assets |
Net
Sub‑Advisory Fee Paid |
| Brown
Advisory Emerging Markets Select Fund |
| |
| Year
Ended June 30, 2022 |
0.58% |
$1,338,976 |
| Year
Ended June 30, 2021 |
0.58% |
$958,810 |
| Year
Ended June 30, 2020 |
0.58% |
$895,533 |
The
Adviser pays Beutel Goodman a fee out of its advisory fee that is based on a
percentage of the average daily net assets managed by Beutel Goodman. For the
fiscal years ended June 30, 2022, 2021, and 2020, the following fee as a
percentage of the Brown Advisory - Beutel Goodman Large-Cap Value Fund average
daily net assets, was paid to Beutel Goodman & Company, Ltd.
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| Percentage
of average daily net assets |
Net
Sub‑Advisory Fee Paid |
| Brown
Advisory – Beutel Goodman Large-Cap Value Fund |
| |
| Year
Ended June 30, 2022 |
0.225% |
$2,732,150 |
| Year
Ended June 30, 2021 |
0.225% |
$1,727,661 |
| Year
Ended June 30, 2020 |
0.225% |
$867,838 |
Expense
Limitation Agreements
The
Adviser has contractually agreed to waive its fees and/or reimburse certain
expenses (excluding taxes, interest, portfolio transaction expenses, acquired
fund fees and expenses and extraordinary expenses) in order to limit each Fund’s
total expenses as follows:
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Fund |
Institutional Shares |
Investor
Shares |
Advisor
Shares |
Brown
Advisory Growth Equity Fund |
0.82% |
0.97% |
1.22% |
Brown
Advisory Flexible Equity Fund |
0.82% |
0.97% |
1.22% |
Brown
Advisory Equity Income Fund |
0.76% |
0.91% |
1.16% |
Brown
Advisory Sustainable Growth Fund |
0.82% |
0.97% |
1.22% |
Brown
Advisory Mid-Cap Growth Fund |
0.82% |
0.97% |
1.22% |
Brown
Advisory Small-Cap Growth Fund |
1.04% |
1.19% |
1.44% |
Brown
Advisory Small-Cap Fundamental Value Fund |
1.03% |
1.18% |
1.43% |
Brown
Advisory Sustainable Small-Cap Core Fund |
0.93% |
1.08% |
1.33% |
Brown
Advisory Global Leaders Fund |
0.87% |
1.02% |
1.27% |
Brown
Advisory Sustainable International Leaders Fund |
0.85% |
1.00% |
1.25% |
Brown
Advisory Intermediate Income Fund |
0.48% |
0.53% |
0.78% |
Brown
Advisory Total Return Fund |
0.53% |
0.58% |
0.83% |
Brown
Advisory Sustainable Bond Fund |
0.53% |
0.58% |
0.83% |
Brown
Advisory Maryland Bond Fund |
0.55% |
0.60% |
0.85% |
Brown
Advisory Tax-Exempt Bond Fund |
0.62% |
0.67% |
0.92% |
Brown
Advisory Tax-Exempt Sustainable Bond Fund |
0.62% |
0.67% |
0.92% |
Brown
Advisory Mortgage Securities Fund |
0.55% |
0.60% |
0.85% |
Brown
Advisory – WMC Strategic European Equity Fund |
1.11% |
1.26% |
1.51% |
Brown
Advisory Emerging Markets Select Fund |
1.17% |
1.32% |
1.57% |
Brown
Advisory – Beutel Goodman Large-Cap Value Fund |
0.70% |
0.85% |
1.10% |
Under
the Expense Limitation Agreements, the Adviser may recapture waived fees and
expenses borne for a three-year period under specified conditions.
The
Expense Limitation Agreement will remain in effect until October 31,
2023. The contractual waivers and expense reimbursements may be changed or
eliminated at any time by the Board of Trustees upon 60 days’ written notice to
the Adviser, or by the Adviser with the consent of the Board of
Trustees.
Other
Provisions of Advisory Agreement and Sub-Advisory Agreements
The
Adviser and the Sub-Advisers are not affiliated with Fund Services, the Trust’s
administrator, fund accountant and transfer agent, or any company affiliated
with Fund Services. The Advisory Agreement and Sub-Advisory Agreements remain in
effect for a period of two years from the date of their initial effectiveness.
Subsequently, the Advisory Agreement and Sub-Advisory Agreements must be
approved at least annually by the Board or by majority
vote
of the shareholders, and in either case by a majority of the Trustees who are
not parties to the agreements or interested persons of any such party (other
than as Trustees of the Trust).
The
Advisory Agreement and Sub-Advisory Agreements are terminable without penalty by
the Trust with respect to the Fund on 60 days’ written notice when authorized
either by vote of the Fund’s shareholders or by a majority vote of the Board, or
by the Adviser and/or Sub-Advisers on 60 days’ written notice to the Trust. The
Advisory Agreement and Sub-Advisory Agreements terminate immediately upon
assignment (as defined in the 1940 Act).
Under
the Advisory Agreement, the Adviser is not liable for any error of judgment,
mistake of law, or in any event whatsoever except for willful misfeasance, bad
faith or gross negligence in the performance of its duties or by reason of
reckless disregard of its obligations and duties under the agreement. Likewise,
under the Sub-Advisory Agreements, the Sub-Advisers are not liable for any error
of judgment, mistake of law, or in any event whatsoever except for willful
misfeasance, bad faith or gross negligence in the performance of its duties or
by reason of reckless disregard of its obligations and duties under the
agreement.
Distributor
Distribution
Services
ALPS
Distributors, Inc., 1290 Broadway, Suite 1100, Denver, Colorado 80203 (“ALPS”),
serves as each Fund’s principal underwriter in a continuous public offering of
the Fund’s shares. Pursuant to the distribution agreement between the Trust and
ALPS adopted on February 20, 2019 (the “Distribution Agreement”), ALPS acts as
each Fund’s principal underwriter and distributor and provides certain
administration services and promotes and arranges for the sale of each Fund’s
shares. ALPS is a registered broker-dealer under the Securities Exchange Act of
1934, as amended, and is a member of the Financial Industry Regulatory Authority
(“FINRA”). ALPS is a wholly-owned subsidiary of SS&C Technologies, Inc., a
publicly-traded company providing global investment and financial services.
The
Distribution Agreement between the Trust and ALPS has an initial term of two
years and subsequently will continue in effect only if such continuance is
specifically approved at least annually by the Board or by vote of a majority of
a Fund’s outstanding voting securities and, in either case, by a majority of the
Independent Trustees. The Distribution Agreement is terminable without penalty
by the Trust on behalf of a Fund on a 60-day written notice when authorized
either by a majority vote of the Fund’s shareholders or by vote of a majority of
the Board, including a majority of the Independent Trustees, or by ALPS on a
60-day written notice, and will automatically terminate in the event of its
“assignment” (as defined in the 1940 Act).
Distribution
Plan – (Advisor Shares)
On
May 2, 2012, the Trust adopted a distribution plan for their Advisor Shares
pursuant to Rule 12b‑1 under the 1940 Act (the “12b-1 Plan”). Under the 12b-1
Plan, each Fund pays a fee to the Distributor for distribution services (the
“Distribution Fee”) at an annual rate of 0.25% for Advisor Shares of the Fund’s
average daily net asset value of its Advisor Shares. The 12b-1 Plan provides
that the Distributor may use all or any portion of such Distribution Fee to
finance any activity that is principally intended to result in the sale of Fund
shares, subject to the terms of the 12b-1 Plan, or to provide certain
shareholder services.
The
Distribution Fee is payable to the Distributor regardless of the
distribution-related expenses actually incurred. Because the Distribution Fee is
not directly tied to expenses, the amount of distribution fees paid by the
Advisor Shares of a Fund during any year may be more or less than actual
expenses incurred pursuant to the 12b-1 Plan. For this reason, this type of
distribution fee arrangement is characterized by the staff of the SEC as a
“compensation” plan.
The
Distributor may use the Distribution Fee to pay for services covered by the
12b-1 Plan including, but not limited to, advertising, compensating
underwriters, dealers and selling personnel engaged in the distribution of Fund
shares, the printing and mailing of prospectuses, statements of additional
information and reports, the printing and mailing of sales literature pertaining
to the Funds, and obtaining whatever information, analyses and reports with
respect to marketing and promotional activities that the Funds may, from time to
time, deem advisable.
The
12b-1 Plan provides that it will continue from year to year upon approval by the
majority vote of the Board, including a majority of the trustees who are not
“interested persons” of the Funds, as defined in the 1940 Act, and who have no
direct or indirect financial interest in the operations of the 12b-1 Plan or in
any agreement related to such plan (the “Qualified Trustees”), as required by
the 1940 Act, currently cast in person at a meeting called for that purpose,
provided that such trustees have made a determination that there is a reasonable
likelihood that the 12b-1 Plan will benefit the Fund and its shareholders. It is
also required that the trustees who are not “interested persons” of the Funds,
select and nominate all other trustees who are not “interested persons” of the
Funds. The 12b-1 Plan and any related agreements may not be amended to
materially increase the amounts to be spent for distribution expenses without
approval of shareholders holding a majority of the Fund shares outstanding. All
material amendments to the 12b-1 Plan or any related agreements must be approved
by a vote of a majority of the Board and the Qualified Trustees, cast in person
at a meeting called for the purpose of voting on any such
amendment.
The
12b-1 Plan requires that the Distributor provide to the Board, at least
quarterly, a written report on the amounts and purpose of any payment made under
the 12b-1 Plan. The Distributor is also required to furnish the Board with such
other information as may reasonably be requested in order to enable the Board to
make an informed determination of whether the 12b-1 Plan should be
continued.
As
noted above, the 12b-1 Plan provides for the ability to use Fund assets to pay
financial intermediaries (including those that sponsor mutual fund
supermarkets), plan administrators and other service providers to finance any
activity that is principally intended to result in the sale of Fund shares
(distribution services) and for the provision of personal services to
shareholders. The payments made by the Funds to financial intermediaries are
based primarily on the dollar amount of assets invested in the Funds through the
financial intermediaries. These financial intermediaries may pay a portion of
the payments that they receive from the Fund to their investment professionals.
In addition to the ongoing asset-based fees paid to these financial
intermediaries under the Funds’ 12b-1 Plan, the Funds may, from time to time,
make payments under the 12b-1 Plan that help defray the expenses incurred by
these intermediaries for conducting training and educational meetings about
various aspects of the Funds for their employees. In addition, the Funds may
make payments under the 12b-1 Plan for exhibition space and otherwise help
defray the expenses these financial intermediaries incur in hosting client
seminars where the Funds are discussed.
In
addition, the Funds may participate in various “fund supermarkets” in which a
mutual fund supermarket sponsor (usually a broker-dealer) offers many mutual
funds to the sponsor’s customers without charging the customers a sales charge.
In connection with its participation in such platforms, the Distributor may use
all or a portion of the Distribution Fee to pay one or more supermarket sponsors
a negotiated fee for distributing the Funds’ shares. In addition, in its
discretion, the Adviser may pay additional fees to such intermediaries from its
own assets.
Any
material amendment to the 12b-1 Plan must be approved by the Board, including a
majority of the Independent Trustees, or by a vote of a “majority” (as defined
in the 1940 Act) of the outstanding voting securities of the applicable class or
classes. The 12b-1 Plan may be terminated, with respect to a class or classes of
the Fund, without penalty at any time: (1) by vote of a majority of the
Board, including a majority of the Independent Trustees; or (2) by a vote
of a “majority” (as defined in the 1940 Act) of the outstanding voting
securities of the applicable class or classes.
The
tables below show the amount of 12b-1 fees incurred and the allocation of such
fees by Advisor Shares of the Funds for the fiscal year ended June 30, 2022.
|
|
|
|
| |
Fund |
12b-1
fees incurred |
Brown
Advisory Growth Equity Fund |
$88,956 |
Brown
Advisory Flexible Equity Fund |
$14,340 |
Brown
Advisory Equity Income Fund |
$2,938 |
Brown
Advisory Sustainable Growth Fund |
$1,110,583 |
Brown
Advisory Mid-Cap Growth Fund |
$— |
Brown
Advisory Small-Cap Growth Fund |
$30,904 |
Brown
Advisory Small-Cap Fundamental Value Fund |
$17,609 |
Brown
Advisory Sustainable Small-Cap Core Fund(1) |
$— |
Brown
Advisory Global Leaders Fund |
$— |
Brown
Advisory Sustainable International Leaders Fund(2)
|
$— |
Brown
Advisory Intermediate Income Fund |
$8,803 |
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 |
$7,806 |
Brown
Advisory Emerging Markets Select Fund |
$74 |
Brown
Advisory – Beutel Goodman Large-Cap Value Fund |
$— |
(1)
The
Brown
Advisory Sustainable Small-Cap Core Fund commenced operations on October
1, 2021. |
(2)
The
Brown
Advisory Sustainable International Leaders Fund commenced operations on
March 1, 2022. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fund |
Advertising
and Marketing |
Printing
and Postage |
Payment
to Distributor |
Payment
to Dealers |
Compensation
to Sales Personnel |
Other
Expenses
|
Brown
Advisory Growth Equity Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$88,956 |
Brown
Advisory Flexible Equity Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$14,340 |
Brown
Advisory Equity Income Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$2,938 |
Brown
Advisory Sustainable Growth Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$1,110,583 |
Brown
Advisory Mid-Cap Growth Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Brown
Advisory Small-Cap Growth Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$30,904 |
Brown
Advisory Small-Cap Fundamental Value Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$17,609 |
Brown
Advisory Sustainable Small-Cap Core Fund
(1) |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Brown
Advisory Global Leaders Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Brown
Advisory Sustainable International Leaders Fund(2) |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Brown
Advisory Intermediate Income Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$8,803 |
Brown
Advisory Total Return Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Brown
Advisory Sustainable Bond Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Brown
Advisory Maryland Bond Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Brown
Advisory Tax-Exempt Bond Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Brown
Advisory Tax-Exempt Sustainable Bond Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Brown
Advisory Mortgage Securities Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
Brown
Advisory – WMC Strategic European Equity Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$7,806 |
Brown
Advisory Emerging Markets Select Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$44 |
Brown
Advisory – Beutel Goodman Large-Cap Value Fund |
$0 |
$0 |
$0 |
$0 |
$0 |
$0 |
(1)
The
Brown
Advisory Sustainable Small-Cap Core Fund commenced operations on October
1, 2021.
(2)
The
Brown
Advisory Sustainable International Leaders Fund commenced operations on
March 1, 2022. |
Shareholder
Servicing Plan – (Advisor and Investor Shares)
Pursuant
to the Shareholder Servicing Plan (the “Plan”) adopted by the Trust on May 2,
2012 with respect to the Advisor and Investor Shares of the Funds, the Adviser
is authorized to provide, or arrange for others to provide personal shareholder
services relating to the servicing and maintenance of shareholder accounts not
otherwise provided to the Funds (“Shareholder Servicing Activities”). Under the
Plan, the Adviser may enter into shareholder
service
agreements with securities broker-dealers and other securities professionals
(“Service Organizations”) who provide Shareholder Servicing Activities for their
clients invested in the Funds.
Shareholder
Servicing Activities shall include one or more of the following: (1)
establishing and maintaining accounts and records relating for shareholders of
the Funds; (2) aggregating and processing orders involving the shares of the
Funds; (3) processing dividend and other distribution payments from the Funds on
behalf of shareholders; (4) providing information to shareholders as to their
ownership of Fund shares or about other aspects of the operations of the Funds;
(5) preparing tax reports or forms on behalf of shareholders; (6) forwarding
communications from the Funds to shareholders; (7) assisting shareholders in
changing the Funds’ records as to their addresses, dividend options, account
registrations or other data; (8) providing sub-accounting with respect to shares
beneficially owned by shareholders, or the information to the Funds necessary
for sub-accounting; (9) responding to shareholder inquiries relating to the
services performed; (10) providing shareholders with a service that invests the
assets of their accounts in shares pursuant to specific or pre-authorized
instructions; and (11) providing such other similar services as the Adviser may
reasonably request to the extent the Service Organization is permitted to do so
under applicable statutes, rules or regulations.
As
compensation for the Shareholder Servicing Activities, each Fund (other than the
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,
and Brown Advisory Mortgage Securities Fund) pays the Adviser a fee of up to
0.15% of each Fund’s average daily net assets of its Advisor and Investor
Shares. The 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, and Brown Advisory Mortgage Securities Fund each pay the Adviser a fee of
up to 0.05% of each Fund's average daily net assets of its Advisor and Investor
Shares for Shareholder Servicing Activities.
Business
Management Services
Pursuant
to the Business Management Agreement, the Adviser also provides certain business
management services to the Funds, including, without limitation, monitoring of
the Funds’ relationships with third-party service providers, and assisting with
necessary and appropriate services to the Board of the Trust. For these
services, the Adviser is entitled to receive a fee from each Fund at a rate of
0.05% of the Fund’s average daily net assets.
The
table below shows the amount of Business Management Services fees incurred by
the Funds for the fiscal year ended June 30, 2022.
|
|
|
|
| |
Fund |
Business
Management Services Fee |
Brown
Advisory Growth Equity Fund |
$1,629,166 |
Brown
Advisory Flexible Equity Fund |
$353,789 |
Brown
Advisory Equity Income Fund |
$44,710 |
Brown
Advisory Sustainable Growth Fund |
$3,203,045 |
Brown
Advisory Mid-Cap Growth Fund |
$85,372 |
Brown
Advisory Small-Cap Growth Fund |
$1,110,331 |
Brown
Advisory Small-Cap Fundamental Value Fund |
$635,361 |
Brown
Advisory Sustainable Small-Cap Core Fund(1) |
$10,256 |
Brown
Advisory Global Leaders Fund |
$664,941 |
Brown
Advisory Sustainable International Leaders Fund(2) |
$880 |
Brown
Advisory Intermediate Income Fund |
$80,086 |
Brown
Advisory Total Return Fund |
$219,246 |
Brown
Advisory Sustainable Bond Fund |
$138,457 |
Brown
Advisory Maryland Bond Fund |
$90,766 |
Brown
Advisory Tax-Exempt Bond Fund |
$568,187 |
|
|
|
|
| |
Fund |
Business
Management Services Fee |
Brown
Advisory Tax-Exempt Sustainable Bond Fund |
$114,527 |
Brown
Advisory Mortgage Securities Fund |
$163,553 |
Brown
Advisory – WMC Strategic European Equity Fund |
$211,891 |
Brown
Advisory Emerging Markets Select Fund |
$282,628 |
Brown
Advisory – Beutel Goodman Large-Cap Value Fund |
$607,144 |
(1)
The
Brown
Advisory Sustainable Small-Cap Core Fund commenced operations on October
1, 2021. |
(2)
The
Brown
Advisory Sustainable International Leaders Fund commenced operations on
March 1, 2022. |
Securities
Lending Activities
The
Funds did not engage in any securities lending during the fiscal year ended June
30, 2022.
Other
Fund Service Providers
Administrator
and Accountant
U.S.
Bancorp Fund Services, LLC, doing business as U.S. Bank Global Fund Services
(“Fund Services”), 615 East Michigan Street, Milwaukee, Wisconsin 53202, acts as
administrator to the Funds pursuant to an administration agreement (the
“Administration Agreement”). Fund Services provides certain administrative
services to the Funds, including, among other responsibilities, coordinating the
negotiation of contracts and fees with, and the monitoring of performance and
billing of, the Funds’ independent contractors and agents; preparation for
signature by an officer of the Trust of all documents required to be filed for
compliance by the Trust and the Funds with applicable laws and regulations
excluding those of the securities laws of various states; arranging for the
computation of performance data, including NAV and yield; responding to
shareholder inquiries; and arranging for the maintenance of books and records of
the Funds, and providing, at its own expense, office facilities, equipment and
personnel necessary to carry out its duties. In this capacity, Fund Services
does not have any responsibility or authority for the management of the Funds,
the determination of investment policy, or for any matter pertaining to the
distribution of Fund shares.
Pursuant
to the Administration Agreement, the Administrator will receive a portion of
fees from the Funds as part of a bundled-fees agreement for services performed
as fund administrator, fund accountant and transfer agent to the Trust.
For
the periods shown below the Funds paid Fund Services the following:
|
|
|
|
| |
|
Administration
Fee Paid to Fund Services(1) |
Brown
Advisory Growth Equity Fund |
|
Year
Ended June 30, 2022 |
$761,711 |
Year
Ended June 30, 2021 |
$826,872 |
Year
Ended June 30, 2020 |
$816,311 |
Brown
Advisory Flexible Equity Fund |
|
Year
Ended June 30, 2022 |
$168,408 |
Year
Ended June 30, 2021 |
$151,792 |
Year
Ended June 30, 2020 |
$163,106 |
Brown
Advisory Equity Income Fund |
|
Year
Ended June 30, 2022 |
$23,139 |
Year
Ended June 30, 2021 |
$22,999 |
Year
Ended June 30, 2020 |
$30,843 |
|
|
|
|
| |
|
Administration
Fee Paid to Fund Services(1) |
Brown
Advisory Sustainable Growth Fund |
|
Year
Ended June 30, 2022 |
$1,494,474 |
Year
Ended June 30, 2021 |
$1,136,989 |
Year
Ended June 30, 2020 |
$663,501 |
Brown
Advisory Mid-Cap Growth Fund |
|
Year
Ended June 30, 2022 |
$42,183 |
Year
Ended June 30, 2021 |
$46,691 |
Year
Ended June 30, 2020 |
$26,748 |
Brown
Advisory Small-Cap Growth Fund |
|
Year
Ended June 30, 2022 |
$512,272 |
Year
Ended June 30, 2021 |
$567,478 |
Year
Ended June 30, 2020 |
$458,543 |
Brown
Advisory Small-Cap Fundamental Value Fund |
|
Year
Ended June 30, 2022 |
$296,827 |
Year
Ended June 30, 2021 |
$247,723 |
Year
Ended June 30, 2020 |
$306,497 |
Brown
Advisory Sustainable Small-Cap Core Fund |
|
Period
Ended June 30, 2022(2) |
$7,257 |
Brown
Advisory Global Leaders Fund |
|
Year
Ended June 30, 2022 |
$317,903 |
Year
Ended June 30, 2021 |
$248,693 |
Year
Ended June 30, 2020 |
$131,765 |
Brown
Advisory Sustainable International Leaders Fund |
|
Period
Ended June 30, 2022(3) |
$1,046 |
Brown
Advisory Intermediate Income Fund |
|
Year
Ended June 30, 2022 |
$59,849 |
Year
Ended June 30, 2021 |
$74,822 |
Year
Ended June 30, 2020 |
$75,992 |
Brown
Advisory Total Return Fund |
|
Year
Ended June 30, 2022 |
$143,795 |
Year
Ended June 30, 2021 |
$165,869 |
Year
Ended June 30, 2020 |
$168,001 |
Brown
Advisory Sustainable Bond Fund |
|
Year
Ended June 30, 2022 |
$96,883 |
Year
Ended June 30, 2021 |
$79,292 |
Year
Ended June 30, 2020 |
$76,608 |
Brown
Advisory Maryland Bond Fund |
|
Year
Ended June 30, 2022 |
$59,560 |
Year
Ended June 30, 2021 |
$64,476 |
Year
Ended June 30, 2020 |
$77,317 |
Brown
Advisory Tax-Exempt Bond Fund |
|
Year
Ended June 30, 2022 |
$307,068 |
Year
Ended June 30, 2021 |
$343,080 |
Year
Ended June 30, 2020 |
$389,974 |
| |
|
|
|
|
| |
|
Administration
Fee Paid to Fund Services(1) |
Brown
Advisory Tax-Exempt Sustainable Bond Fund |
|
Year
Ended June 30, 2022 |
$70,924 |
Year
Ended June 30, 2021 |
$71,195 |
Year
Ended June 30, 2020(4) |
$24,368 |
Brown
Advisory Mortgage Securities Fund |
|
Year
Ended June 30, 2022 |
$154,534 |
Year
Ended June 30, 2021 |
$159,735 |
Year
Ended June 30, 2020 |
$162,856 |
Brown
Advisory – WMC Strategic European Equity Fund |
|
Year
Ended June 30, 2022 |
$108,296 |
Year
Ended June 30, 2021 |
$103,049 |
Year
Ended June 30, 2020 |
$141,364 |
Brown
Advisory Emerging Markets Select Fund |
|
Year
Ended June 30, 2022 |
$146,108 |
Year
Ended June 30, 2021 |
$110,050 |
Year
Ended June 30, 2020 |
$112,789 |
Brown
Advisory – Beutel Goodman Large-Cap Value Fund
|
|
Year
Ended June 30, 2022 |
$288,667 |
Year
Ended June 30, 2021 |
$196,027 |
Year
Ended June 30, 2020 |
$128,538 |
(1)Includes
fees paid to U.S. Bancorp Fund Services, LLC for transfer agent, fund accounting
and fund administration services.
(2)The
Brown
Advisory Sustainable Small-Cap Core Fund commenced operations on October 1,
2021.
(3)The
Brown
Advisory Sustainable International Leaders Fund commenced operations on March 1,
2022.
(4)The
Brown
Advisory Tax-Exempt Sustainable Bond Fund commenced operations on December 3,
2019.
Custodian
U.S.
Bank, National Association is the custodian for the Funds (the “Custodian”) and
safeguards and controls the Funds’ cash and securities, determines income and
collects interest on Fund investments. The Custodian’s address is 1555 North
RiverCenter Drive, Suite 302, Milwaukee, Wisconsin 53212. The Custodian does not
participate in decisions relating to the purchase and sale of securities by the
Funds. Fund Services, U.S. Bank, National Association, and the Funds’ principal
underwriter are affiliated entities under the common control of U.S. Bancorp.
The Custodian and its affiliates may participate in revenue sharing arrangements
with the service providers of mutual funds in which the Funds may invest.
Legal
Counsel
Dechert
LLP, 1900
K
Street, NW, Washington, DC 20006, serves as legal counsel to the Trust.
Independent
Registered Public Accounting Firm
Tait,
Weller & Baker LLP, Two Liberty Place, 50 South 16th Street, Suite 2900,
Philadelphia, Pennsylvania 19102, is the Funds’ independent registered public
accounting firm, providing audit services, tax services and assistance with
respect to the preparation of filings with the U.S. Securities and Exchange
Commission.
The
Adviser is responsible for decisions to buy and sell securities for the Funds
(other than for the Brown Advisory Global Leaders Fund, Brown Advisory
Sustainable International Leaders Fund, Brown Advisory – WMC Strategic European
Equity Fund, Brown Advisory Emerging Markets Select Fund, and Brown Advisory –
Beutel Goodman Large-Cap Value Fund) and for the placement of the Funds’
securities business, the negotiation of the commissions to be paid on such
transactions and the allocation of portfolio brokerage and principal business.
Each respective Sub-Adviser is responsible for portfolio transactions for the
Brown Advisory Global Leaders Fund, the Brown Advisory Sustainable International
Leaders Fund, the Brown Advisory – WMC Strategic European Equity Fund, the Brown
Advisory Emerging Markets Select Fund, and the Brown Advisory – Beutel Goodman
Large-Cap Value Fund.
How
Securities are Purchased and Sold
Purchases
and sales of portfolio securities that are fixed income securities (for
instance, money market instruments and bonds, notes and bills) usually are
principal transactions. In a principal transaction, the party from whom a Fund
purchases or to whom a Fund sells is acting on its own behalf (and not as the
agent of some other party such as its customers). These securities normally are
purchased directly from the issuer or from an underwriter or market maker for
the securities. There are usually no stated brokerage commissions paid for these
securities, but the price usually includes an undisclosed commission or
markup.
Purchases
and sales of portfolio securities that are equity securities (for instance
common stock and preferred stock) are generally effected: (1) if the
security is traded on an exchange, through brokers who charge commissions; and
(2) if the security is traded in the “over-the-counter” markets, in a
principal transaction directly from a market maker. In transactions on stock
exchanges, commissions are negotiated. When transactions are executed in an
over-the-counter market, the Adviser and/or Sub-Advisers will seek to deal with
the primary market makers; but when necessary in order to obtain best execution,
the Adviser and/or Sub-Advisers will utilize the services of others.
The
price of securities purchased from underwriters includes a disclosed fixed
commission or concession paid by the issuer to the underwriter, and prices of
securities purchased from dealers serving as market makers reflects the spread
between the bid and asked price.
In
the case of fixed income and equity securities traded in the over-the-counter
markets, there is generally no stated commission, but the price usually includes
an undisclosed commission or markup.
Commissions
Paid
The
table below shows the aggregate brokerage commissions paid by each Fund as well
as aggregate commissions paid to an affiliate of the Fund, the Adviser or
distributor or an affiliate thereof. The data presented are for the past three
fiscal years (or shorter period depending on the Fund’s commencement of
operations).
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fund |
Total
Brokerage Commissions |
Total
Brokerage Commissions Paid to an Affiliate of the Fund’s Advisor or
Distributor |
Percent
of Brokerage Commissions Paid to an Affiliate of the Fund’s Advisor or
Distributor |
Percent
of Transactions Executed by an Affiliate of the Fund’s Advisor or
Distributor |
Brown
Advisory Growth Equity Fund |
|
|
| |
Year
Ended June 30, 2022 |
$233,128 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$353,665 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$231,968 |
$0 |
0% |
0% |
Brown
Advisory Flexible Equity Fund |
|
|
| |
Year
Ended June 30, 2022 |
$66,407 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$77,004 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$106,835 |
$0 |
0% |
0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fund |
Total
Brokerage Commissions |
Total
Brokerage Commissions Paid to an Affiliate of the Fund’s Advisor or
Distributor |
Percent
of Brokerage Commissions Paid to an Affiliate of the Fund’s Advisor or
Distributor |
Percent
of Transactions Executed by an Affiliate of the Fund’s Advisor or
Distributor |
Brown
Advisory Equity Income Fund |
|
|
| |
Year
Ended June 30, 2022 |
$9,089 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$22,812 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$22,220 |
$0 |
0% |
0% |
Brown
Advisory Sustainable Growth Fund |
|
|
| |
Year
Ended June 30, 2022 |
$633,505 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$701,979 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$534,840 |
$0 |
0% |
0% |
Brown
Advisory Mid-Cap Growth Fund |
|
|
| |
Year
Ended June 30, 2022 |
$73,999 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$58,090 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$53,464 |
$0 |
0% |
0% |
Brown
Advisory Small-Cap Growth Fund |
|
|
| |
Year
Ended June 30, 2022 |
$746,731 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$980,849 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$792,673 |
$0 |
0% |
0% |
Brown
Advisory Small-Cap Fundamental Value Fund |
|
|
| |
Year
Ended June 30, 2022 |
$478,278 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$817,642 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$1,271,674 |
$0 |
0% |
0% |
Brown
Advisory Sustainable Small-Cap Core Fund |
|
|
| |
Period
Ended June 30, 2022(1) |
$31,444 |
$0 |
0% |
0% |
Brown
Advisory Global Leaders Fund |
|
|
| |
Year
Ended June 30, 2022 |
$277,300 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$204,269 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$301,227 |
$0 |
0% |
0% |
Brown
Advisory Sustainable International Leaders Fund |
|
|
| |
Period
Ended June 30, 2022(2) |
$6,878 |
$0 |
0% |
0% |
Brown
Advisory Intermediate Income Fund |
|
|
| |
Year
Ended June 30, 2022 |
$0 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$0 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$10,900 |
$0 |
0% |
0% |
Brown
Advisory Total Return Fund |
|
|
| |
Year
Ended June 30, 2022 |
$47,998 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$52,139 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$43,032 |
$0 |
0% |
0% |
Brown
Advisory Sustainable Bond Fund |
|
|
| |
Year
Ended June 30, 2022 |
$29,059 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$23,204 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$17,367 |
$0 |
0% |
0% |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fund |
Total
Brokerage Commissions |
Total
Brokerage Commissions Paid to an Affiliate of the Fund’s Advisor or
Distributor |
Percent
of Brokerage Commissions Paid to an Affiliate of the Fund’s Advisor or
Distributor |
Percent
of Transactions Executed by an Affiliate of the Fund’s Advisor or
Distributor |
Brown
Advisory Maryland Bond Fund |
|
|
| |
Year
Ended June 30, 2022 |
$0 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$0 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$0 |
$0 |
0% |
0% |
Brown
Advisory Tax-Exempt Bond Fund |
|
|
| |
Year
Ended June 30, 2022 |
$0 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$0 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$0 |
$0 |
0% |
0% |
Brown
Advisory Tax-Exempt Sustainable Bond Fund |
|
|
| |
Year
Ended June 30, 2022 |
$0 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$0 |
$0 |
0% |
0% |
Period
Ended June 30, 2020(3) |
$0 |
$0 |
0% |
0% |
Brown
Advisory Mortgage Securities Fund |
|
|
| |
Year
Ended June 30, 2022 |
$11,485 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$9,433 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$17,507 |
$0 |
0% |
0% |
Brown
Advisory – WMC Strategic European Equity Fund |
|
|
| |
Year
Ended June 30, 2022 |
$145,873 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$149,239 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$240,154 |
$0 |
0% |
0% |
Brown
Advisory Emerging Markets Select Fund |
|
|
| |
Year
Ended June 30, 2022 |
$502,754 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$337,551 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$269,428 |
$0 |
0% |
0% |
Brown
Advisory – Beutel Goodman Large-Cap Value Fund |
|
|
| |
Year
Ended June 30, 2022 |
$428,001 |
$0 |
0% |
0% |
Year
Ended June 30, 2021 |
$438,052 |
$0 |
0% |
0% |
Year
Ended June 30, 2020 |
$205,931 |
$0 |
0% |
0% |
(1)
The Brown Advisory Sustainable Small-Cap Core Bond Fund commenced operations on
October 1, 2021.
(2)
The Brown Advisory Sustainable International Leaders Fund commenced operations
on March 1, 2022.
(3)
The Brown Advisory Tax-Exempt Sustainable Bond Fund commenced operations on
December 3, 2019.
Adviser
and/or Sub-Adviser Responsibility for Purchases and Sales
The
Adviser and/or Sub-Advisers place orders for the purchase and sale of securities
with broker-dealers selected by and in the discretion of the Adviser and/or
Sub-Advisers. A Fund does not have any obligation to deal with a specific broker
or dealer in the execution of portfolio transactions. Allocations of
transactions to brokers and dealers and the frequency of transactions are
determined by the Adviser and/or Sub-Advisers in their best judgment and in a
manner deemed to be in the best interest of each Fund rather than by any
formula.
The
Adviser and/or Sub-Advisers seek “best execution” for all portfolio
transactions. This means that the Adviser and/or Sub-Advisers seek the most
favorable price and execution available. The Adviser’s and/or Sub-Adviser’s
primary consideration in executing transactions for the Fund is prompt execution
of orders in an effective manner and at the most favorable price available.
Choosing
Broker-Dealers
A
Fund may not always pay the lowest commission or spread available. Rather, in
determining the amount of commissions (including certain dealer spreads) paid in
connection with securities transactions, the Adviser and/or Sub-Advisers take
into account factors such as size of the order, difficulty of execution,
efficiency of the executing broker’s facilities (including the research services
described below) and any risk assumed by the executing broker.
Consistent
with applicable rules and the Adviser’s and/or Sub-Advisers’ duties, the Adviser
and/or Sub-Advisers may consider payments made by brokers effecting transactions
for a Fund. These payments may be made to a Fund or to other persons on behalf
of a Fund for services provided to a Fund for which those other persons would be
obligated to pay.
The
Adviser and/or Sub-Adviser may also utilize a broker and pay a slightly higher
commission if, for example, the broker has specific expertise in a particular
type of transaction (due to factors such as size or difficulty), or it is
efficient in trade execution.
Obtaining
Research from Brokers
The
Adviser and/or Sub-Advisers, as appropriate, have full brokerage discretion. The
Adviser and/or Sub-Advisers evaluates the range and quality of a broker’s
services in placing trades such as securing best price, confidentiality,
clearance and settlement capabilities, promptness of execution and the financial
stability of the broker-dealer. The Adviser and/or Sub-Advisers may give
consideration to research services furnished by brokers to the Adviser and/or
Sub-Advisers for its use and may cause a Fund to pay these brokers a higher
amount of commission than may be charged by other brokers. This research is
designed to augment the Adviser’s and/or Sub-Adviser’s own internal research and
investment strategy capabilities. This research may include reports that are
common in the industry such as industry research reports and periodicals,
quotation systems, software for portfolio management and formal databases.
Typically, the research will be used to service all of the Adviser and/or
Sub-Advisers accounts, although a particular client may not benefit from all the
research received on each occasion. The Adviser and/or Sub-Advisers fees are not
reduced by reason of receipt of research services. Most of the brokerage
commissions for research are for investment research on specific companies or
industries. And, because the Adviser and/or Sub-Advisers will follow a limited
number of securities most of the commission dollars spent research will directly
benefit clients and the Fund’s investors.
For
the fiscal year ended June 30, 2022, the Funds paid the following brokerage
commissions to brokers who also provided research services. The dollar values of
the securities traded related to such research services provided for the fiscal
year ended June 30, 2022 are also shown below:
|
|
|
|
|
|
|
| |
| Commissions
Paid for Soft-Dollar Arrangements |
Dollar
Value of Securities Traded |
Brown
Advisory Growth Equity Fund |
$52,207 |
$280,798,373 |
Brown
Advisory Flexible Equity Fund |
$16,732 |
$40,281,183 |
Brown
Advisory Equity Income Fund |
$2,925 |
$7,813,258 |
Brown
Advisory Sustainable Growth Fund |
$100,869 |
$580,057,897 |
Brown
Advisory Mid-Cap Growth Fund |
$16,037 |
$28,134,583 |
Brown
Advisory Small-Cap Growth Fund |
$155,311 |
$222,396,309 |
Brown
Advisory Small-Cap Fundamental Value Fund |
$75,516 |
$106,233,596 |
Brown
Advisory Sustainable Small-Cap Core Fund(1) |
$11,381 |
$22,249,691 |
Brown
Advisory Global Leaders Fund |
$0 |
$0 |
Brown
Advisory Sustainable International Leaders Fund(2) |
$0 |
$0 |
Brown
Advisory Intermediate Income Fund |
$0 |
$0 |
Brown
Advisory Total Return Fund |
$0 |
$0 |
Brown
Advisory Sustainable Bond Fund |
$0 |
$0 |
Brown
Advisory Maryland Bond Fund |
$0 |
$0 |
Brown
Advisory Tax-Exempt Bond Fund |
$0 |
$0 |
Brown
Advisory Tax-Exempt Sustainable Bond Fund |
$0 |
$0 |
Brown
Advisory Mortgage Securities Fund |
$0 |
$0 |
Brown
Advisory – WMC Strategic European Equity Fund |
$0 |
$0 |
Brown
Advisory Emerging Markets Select Fund |
$162,250 |
$636,849,166 |
Brown
Advisory – Beutel Goodman Large-Cap Value Fund |
$74,741 |
$132,866,743 |
(1)
The Brown Advisory Sustainable Small-Cap Core Fund commenced operations on
October 1, 2021.
(2)
The Brown Advisory Sustainable International Leaders Fund commenced
operations on March 1, 2022. |
Counterparty
Risk
The
Adviser and/or Sub-Advisers monitor the creditworthiness of counterparties to
each Fund’s transactions and intends to enter into a transaction only when it
believes that the counterparty presents minimal and appropriate credit risks.
Transactions
through Affiliates
The
Adviser and/or Sub-Advisers may effect brokerage transactions through affiliates
of the Adviser or the Sub-Adviser (or affiliates of those persons) pursuant to
procedures adopted by the Trust.
Other
Accounts of the Adviser and/or Sub-Adviser
Investment
decisions for the Funds are made independently from those for any other account
or investment company that is or may in the future become advised by the
Adviser, the Sub-Advisers or their affiliates. Investment decisions are the
product of many factors, including basic suitability for the particular client
involved. Likewise, a particular security may be bought or sold for certain
clients even though it could have been bought or sold for other clients at the
same time. Likewise, a particular security may be bought for one or more clients
when one or more clients are selling the security. In some instances, one client
may sell a particular security to another client. In addition, two or more
clients may simultaneously purchase or sell the same security, in which event,
each day’s transactions in such security are, insofar as is possible, averaged
as to price and allocated between such clients in a manner which, in the
Adviser’s or Sub-Advisers’ opinion, is in the best interest of the affected
accounts and is equitable to each and in accordance with the amount being
purchased or sold by each. There may be circumstances when purchases or sales of
a portfolio security for one client could have an adverse effect on another
client that has a position in that security. In addition, when purchases or
sales of the same security for a Fund and other client accounts managed by the
Adviser
and/or Sub-Advisers occurs contemporaneously, the purchase or sale orders may be
aggregated in order to obtain any price advantages available to large
denomination purchases or sales.
Portfolio
Turnover
The
frequency of portfolio transactions of each Fund (the portfolio turnover rate)
will vary from year to year depending on many factors. From time to time, a Fund
may engage in active short-term trading to take advantage of price movements
affecting individual issues, groups of issues or markets. An annual portfolio
turnover rate of 100% would occur if all the securities in a Fund were replaced
once in a period of one year. Higher portfolio turnover rates may result in
increased brokerage costs to a Fund and a possible increase in short-term
capital gains or losses.
For
the fiscal years ended June 30, 2022 and June 30, 2021, the Funds had the
following portfolio turnover rates:
|
|
|
|
|
|
|
|
|
|
| |
| Portfolio
Turnover Rates |
Fund |
2022 |
| 2021 |
Brown
Advisory Growth Equity Fund |
21% |
| 25% |
Brown
Advisory Flexible Equity Fund |
10% |
| 13% |
Brown
Advisory Equity Income Fund |
11% |
| 20% |
Brown
Advisory Sustainable Growth Fund |
19% |
| 23% |
Brown
Advisory Mid-Cap Growth Fund |
48% |
| 48% |
Brown
Advisory Small-Cap Growth Fund |
27% |
| 32% |
Brown
Advisory Small-Cap Fundamental Value Fund |
27% |
| 42% |
Brown
Advisory Sustainable Small-Cap Core Fund
(1) |
19% |
| N/A |
Brown
Advisory Global Leaders Fund |
25% |
| 14% |
Brown
Advisory Sustainable International Leaders Fund (2) |
12% |
| N/A |
Brown
Advisory Intermediate Income Fund |
58% |
| 50% |
Brown
Advisory Total Return Fund |
131% |
| 130% |
Brown
Advisory Sustainable Bond Fund |
113% |
| 89% |
Brown
Advisory Maryland Bond Fund |
22% |
| 17% |
Brown
Advisory Tax-Exempt Bond Fund |
50% |
| 47% |
Brown
Advisory Tax-Exempt Sustainable Bond Fund |
61% |
| 66% |
Brown
Advisory Mortgage Securities Fund |
204% |
| 148% |
Brown
Advisory – WMC Strategic European Equity Fund |
43% |
| 51% |
Brown
Advisory Emerging Markets Select Fund |
70% |
| 61% |
Brown
Advisory – Beutel Goodman Large-Cap Value Fund |
33% |
| 42% |
(1)The
Brown Advisory Sustainable Small-Cap Core Fund commenced operations on October
1, 2021.
(2)The
Brown Advisory Sustainable International Leaders Fund commenced operations on
March 1, 2022. .
Securities
of Regular Broker-Dealers
From
time to time, a Fund may acquire and hold securities issued by its “regular
brokers and dealers” or the parents of those brokers and dealers. For this
purpose, regular brokers and dealers are the 10 brokers or dealers that:
(1) received the greatest amount of brokerage commissions during a Fund’s
last fiscal year; (2) engaged in the largest amount of principal
transactions for portfolio transactions of a Fund during the Fund’s last fiscal
year; or (3) sold the largest amount of a Fund’s shares during the Fund’s
last fiscal year.
As
of the fiscal year ended June 30, 2022, the following Funds owned the following
securities of their “regular brokers or dealers” or their parents:
|
|
|
|
|
|
|
| |
Fund |
Security
of “Regular Broker/Dealer” of the Portfolio |
Value
of Portfolio’s Aggregate Holding of Securities as of 6/30/22 |
Brown
Advisory Equity Income Fund |
JPMorgan
Chase & Co. |
$1,684,983 |
Brown
Advisory Equity Income Fund |
Bank
of America |
$1,611,631 |
Brown
Advisory Intermediate Income Fund |
JPMorgan
Chase & Co. |
$3,437,324 |
Brown
Advisory Intermediate Income Fund |
Morgan
Stanley |
$1,689,249 |
Brown
Advisory Intermediate Income Fund |
Wells
Fargo & Co. |
$1,480,715 |
Brown
Advisory Intermediate Income Fund |
Bank
of America |
$880,570 |
Brown
Advisory Total Return Fund |
JPMorgan
Chase & Co. |
$5,664,590 |
Brown
Advisory Sustainable Bond Fund |
Bank
of America |
$3,013,136 |
Brown
Advisory Sustainable Bond Fund |
Morgan
Stanley |
$198,125 |
Brown
Advisory Mortgage Securities Fund |
JPMorgan
Chase & Co. |
$12,674,199 |
Brown
Advisory Mortgage Securities Fund |
Barclays |
$5,293,386 |
Brown
Advisory Mortgage Securities Fund |
Bank
of America |
$2,030,481 |
Brown
Advisory Mortgage Securities Fund |
Morgan
Stanley |
$1,264,752 |
Brown
Advisory - WMC Strategic European Equity Fund |
UBS
Group AG |
$7,268,999 |
Portfolio
Holdings
The
Trust, on behalf of the Funds, has adopted a portfolio holdings disclosure
policy that governs the timing and circumstances of disclosure of portfolio
holdings of each Fund. The Adviser has also adopted a policy with respect to
disclosure of portfolio holdings of each Fund (the “Adviser’s Policy”), as have
each of the Sub-Advisers (collectively, the “Sub-Advisers’ Policies”).
Information about each Fund’s portfolio holdings will not be distributed to any
third party except in accordance with the Trust’s portfolio holdings policies
and the Adviser’s Policy and the Sub-Advisers’ Policies, as applicable (the
“Disclosure Policies”). The Adviser and the Board considered the circumstances
under which each Fund’s portfolio holdings may be disclosed under the Disclosure
Policies and the actual and potential material conflicts that could arise in
such circumstances between the interests of a Fund’s shareholders and the
interests of the Adviser, Sub-Advisers, the distributor or any other affiliated
person of a Fund. After due consideration, the Adviser and the Board determined
that each Fund has a legitimate business purpose for disclosing portfolio
holdings to persons described in the Disclosure Policies, including mutual fund
rating or statistical agencies, or persons performing similar functions, and
internal parties involved in the investment process, administration or custody
of a Fund. Pursuant to the Disclosure Policies, the Trust’s Chief Compliance
Officer (“CCO”), President and Treasurer are each authorized to consider and
authorize dissemination of portfolio holdings information to additional third
parties, after considering the best interests of each Fund’s shareholders and
potential conflicts of interest in making such disclosures. The Disclosure
Policies are each consistent with the Trust’s portfolio holdings disclosure
policy and are used in furtherance of the Trust’s policy.
The
Board exercises continuing oversight of the disclosure of each Fund’s portfolio
holdings by (1) overseeing the implementation and enforcement of the Disclosure
Policies, Codes of Ethics and other relevant policies of the Fund and its
service providers by the Trust’s CCO, (2) by considering reports and
recommendations by the Trust’s CCO concerning any material compliance matters
(as defined in Rule 38a-1 under the 1940 Act), and (3) by considering to approve
any amendment to the Disclosure Policies. The Board reserves the right to amend
the Disclosure Policies at any time without prior notice to shareholders in its
sole discretion.
Disclosure
of each Fund’s complete holdings is required to be made after the periods
covered by the Funds’ Annual Report and Semi-Annual Report to Fund shareholders
and in the quarterly holdings report on Form N-PORT. These reports are
available, free of charge, on the EDGAR database on the SEC’s website at
www.sec.gov. The Funds that are not sub-advised by a Sub-Adviser disclose their
complete portfolio holdings on their website at www.brownadvisory.com/mf within
10 business days after the calendar month-end. The Funds that are sub-advised by
a Sub-Adviser disclose their complete portfolio holdings on their website within
10 business days after the calendar quarter-end. In addition, for the Funds that
are sub-advised by a Sub-Adviser, the top 10 holdings are
updated
and posted monthly on the Funds’ website within 10 days of the month-end.
Portfolio holdings information posted on the Funds’ website may be separately
provided to any person, commencing on the day after it is first published on the
Funds’ website. In addition, each Fund may provide its complete portfolio
holdings at the same time that it is filed with the SEC.
In
the event of a conflict between the interests of a Fund and the interests of the
Adviser, Sub-Advisers or an affiliated person of the Adviser or Sub-Advisers,
the CCO of the Adviser, in consultation with the Trust’s CCO, shall make a
determination in the best interests of the Fund, and shall report such
determination to the Board at the end of the quarter in which such determination
was made. Any employee of the Adviser who suspects a breach of this obligation
must report the matter immediately to the Adviser’s CCO or to his or her
supervisor.
In
addition, material non-public holdings information may be provided without lag
as part of the normal investment activities of a Fund to each of the following
entities, which, by explicit agreement or by virtue of their respective duties
to the Fund, are required to maintain the confidentiality of the information
disclosed, including a duty not to trade on non-public information: the fund
administrator, fund accountant, custodian, transfer agent, auditors, counsel to
the Fund or the Board, broker-dealers (in connection with the purchase or sale
of securities or requests for price quotations or bids on one or more
securities), distributor, proxy services, printers, liquidity, classification
agents, and regulatory authorities. Portfolio holdings information not publicly
available with the SEC or through the Funds’ website may only be provided to
additional third parties, including mutual fund ratings or statistical agencies,
in accordance with the Disclosure Policies, when a Fund has a legitimate
business purpose and the third party recipient is subject to a confidentiality
agreement that includes a duty not to trade on non-public
information.
Service
providers are subject to a duty of confidentiality pursuant to contract,
applicable policies and procedures, or professional code and may not disclose
non-public portfolio holdings information unless specifically authorized. In
some cases, a service provider may be required to execute a non-disclosure
agreement. Non-disclosure agreements include the following provisions:
•The
recipient agrees to keep confidential any portfolio holdings information
received.
•The
recipient agrees not to trade on the non-public information
received
•The
recipient agrees to refresh its representation as to confidentiality and
abstention from trading upon request from the Adviser.
Portfolio
holdings disclosure may also be made pursuant to prior written approval by the
CCO. Prior to approving any such disclosure, the CCO will ensure that
procedures, processes and agreements are in place to provide reasonable
assurance that the portfolio holdings information will only be used in
accordance with the objectives of the Disclosure Policies.
In
no event shall the Adviser, Sub-Advisers, their affiliates or employees, a Fund,
or any other party receive any direct or indirect compensation in connection
with the disclosure of information about the Fund’s portfolio
holdings.
There
can be no assurance that the Disclosure Policies will protect the Funds from
potential misuse of portfolio holdings information by individuals or entities to
which it is disclosed.
In
connection with providing investment advisory services to its clients,
Wellington Management has ongoing arrangements to disclose non-public portfolio
holdings information to the following parties: (1) Accenture performs certain
operational functions on behalf of Wellington Management and has access to
portfolio holdings on a daily basis, (2) Brown Brothers Harriman & Co.
performs certain operational functions for Wellington Management and receives
portfolio holdings information on a daily basis, (3) Acuity Knowledge Partners
(formerly Moody’s Analytics Knowledge Service) performs certain investment
guideline monitoring and coding activities on behalf of Wellington Management
and has access to holdings information on a daily basis, (4) FactSet Research
Systems Inc. provides analytical services for Wellington Management and receives
portfolio holdings information on a daily basis, (5) Glass, Lewis & Co.
provides proxy voting services for Wellington Management and receives portfolio
holdings information on a daily basis, (6) Markit WSO Corporation performs
certain operational functions on behalf of Wellington Management and receives
syndicated bank loan portfolio holdings information on a daily basis, (7) MSCI,
Inc. provides analytical services for Wellington Management and receives
portfolio holdings information on a daily basis, and (8) State Street Bank and
Trust Company performs certain operational functions on behalf of
Wellington
Management and receives portfolio holdings information on a daily basis.
Wellington also makes disclosures of portfolio holdings to other third parties
where it does not identify specific clients.
From
time to time, the Adviser may make additional disclosure of the Funds’ portfolio
holdings on the Funds’ website. Shareholders can access the Funds’ website at
www.brownadvisory.com/mf for additional information about the Funds, including,
without limitation, the periodic disclosure of their portfolio
holdings.
The
information provided below supplements the information contained in the
Prospectus regarding the purchase and redemption of a Fund’s
shares.
How
to Buy Shares
In
addition to purchasing shares directly from the Funds, you may purchase shares
of the Funds through certain financial intermediaries and their agents that have
made arrangements with the Fund and are authorized to buy and sell shares of the
Fund (collectively, “Financial Intermediaries”). Investors should contact their
Financial Intermediary directly for appropriate instructions, as well as
information pertaining to accounts and any service or transaction fees that may
be charged. If you transmit your order to these Financial Intermediaries before
the Fund’s close, which is the close of regular trading (generally 4:00 p.m.,
Eastern time) on a day that the NYSE is open for business, your order will be
priced based on the Fund’s NAV next computed after it is received by the
Financial Intermediary. Investors should check with their Financial Intermediary
to determine if it participates in these arrangements.
Shares
are purchased at a Fund’s NAV next determined after Fund Services receives your
order in proper form, as discussed in the Funds’ Prospectus. The Funds and the
Transfer Agent will be deemed to have received a purchase or redemption order
when an authorized broker or, if applicable, a broker’s authorized designee
receives the order. In order to receive that day’s NAV, Fund Services must
receive your order in proper form before the close of regular trading on the
NYSE, generally 4:00 p.m., Eastern time. If the NYSE is closed due to
inclement weather, technology problems or any other reason on a day it would
normally be open for business, or the NYSE has an unscheduled early closing on a
day it has opened for business, each Fund reserves the right to treat such day
as a business day and accept purchase and redemption orders until, and calculate
a Fund’s NAV as of, the normally scheduled close of regular trading on the NYSE
for that day, so long as the Adviser believes there remains an adequate market
to meet purchase and redemption orders for that day. On any business day when
the Securities Industry and Financial Markets Association recommends that the
bond markets close trading early, each Fund reserves the right to close at such
earlier closing time, and therefore accept purchase and redemption orders until,
and calculate a Fund’s NAV as of, such earlier closing time.
The
Trust reserves the right in its sole discretion (i) to suspend the
continued offering of a Fund’s shares, (ii) to reject purchase orders in
whole or in part when in the judgment of the Adviser or the distributor such
rejection is in the best interest of a Fund, and (iii) to reduce or waive
the minimum for initial and subsequent investments for certain fiduciary
accounts or under circumstances where certain economies can be achieved in sales
of a Fund’s shares.
In
addition to cash purchases, a Fund’s shares may be purchased by tendering
payment in-kind in the form of shares of stock, bonds or other securities. Any
securities used to buy a Fund’s shares must be readily marketable, their
acquisition consistent with each Fund’s objective and otherwise acceptable to
the Adviser and the Board.
Automatic
Investment Plan
As
discussed in the Prospectus, the Funds provide an Automatic Investment Plan
(“AIP”) for the convenience of investors who wish to purchase shares of a Fund
on a regular basis. All record keeping and custodial costs of the AIP are paid
by a Fund. The market value of a Fund’s shares is subject to fluctuation. Prior
to participating in the AIP the investor should keep in mind that this plan does
not assure a profit nor protect against depreciation in declining
markets.
How
to Sell Shares and Delivery of Redemption Proceeds
You
can sell your Fund shares any day the NYSE is open for regular trading, either
directly to a Fund or through your Financial Intermediary.
Payments
to shareholders for shares of a Fund redeemed directly from the Fund will be
made as promptly as possible, but no later than seven days after receipt by the
Fund’s transfer agent of the written request in proper form, with the
appropriate documentation as stated in the Prospectus, except that a Fund may
suspend the right of redemption or postpone the date of payment during any
period when (a) trading on the NYSE is restricted as determined by the SEC
or the NYSE is closed for other than weekends and holidays; (b) an
emergency exists as determined by the SEC making disposal of portfolio
securities or valuation of net assets of the Fund not reasonably practicable; or
(c) for such other period as the SEC may permit for the protection of a
Fund’s shareholders. Under unusual circumstances, a Fund may suspend
redemptions, or postpone payment for more than seven days, but only as
authorized by SEC rules.
The
value of shares on redemption or repurchase may be more or less than the
investor’s cost, depending upon the market value of a Fund’s portfolio
securities at the time of redemption or repurchase.
Telephone
Redemptions
Shareholders
with telephone transaction privileges established on their account may redeem a
Fund’s shares by telephone. Upon receipt of any instructions or inquiries by
telephone from the shareholder a Fund or its authorized agents may carry out the
instructions and/or to respond to the inquiry consistent with the shareholder’s
previously established account service options. For joint accounts, instructions
or inquiries from either party will be carried out without prior notice to the
other account owners. In acting upon telephone instructions, a Fund and its
agents use procedures that are reasonably designed to ensure that such
instructions are genuine. These include recording all telephone calls, requiring
pertinent information about the account and sending written confirmation of each
transaction to the registered owner.
Fund
Services will employ reasonable procedures to confirm that instructions
communicated by telephone are genuine. If Fund Services fails to employ
reasonable procedures, a Fund and Fund Services may be liable for any losses due
to unauthorized or fraudulent instructions. If these procedures are followed,
however, that to the extent permitted by applicable law, neither a Fund nor its
agents will be liable for any loss, liability, cost or expense arising out of
any redemption request, including any fraudulent or unauthorized request. For
additional information, contact Fund Services.
Redemptions
In-Kind
The
Trust has filed an election under Rule 18f-1 of the 1940 Act committing to pay
in cash all redemptions by a shareholder of record up to amounts specified by
the rule (in excess of the lesser of (i) $250,000 or (ii) 1% of the
Fund’s assets). Each Fund has reserved the right to pay the redemption price of
its shares in excess of the amounts specified by the rule, either totally or
partially, by a distribution in-kind of portfolio securities (instead of cash).
The securities so distributed would be valued at the same amount as that
assigned to them in calculating the NAV for the shares being sold. If a
shareholder receives a distribution in-kind, the shareholder could incur
subsequent brokerage or other charges in converting the securities to cash and
will bear any market risks associated with such securities until they are
converted into cash. A redemption in-kind is treated as a taxable transaction
and a sale of the redeemed shares, generally resulting in capital gain or loss
to you, subject to certain loss limitation rules.
Each
Fund does not intend to hold any significant percentage of its portfolio in
illiquid securities, although a Fund, like virtually all mutual funds, may from
time to time hold a small percentage of securities that are illiquid. In the
unlikely event a Fund were to elect to make an in-kind redemption, a Fund
expects that it would follow the normal protocol of making such distribution by
way of a pro rata distribution based on its entire portfolio. If a Fund held
illiquid securities, such distribution may contain a pro rata portion of such
illiquid securities or a Fund may determine, based on a materiality assessment,
not to include illiquid securities in the in-kind redemption. Each Fund does not
anticipate that it would ever selectively distribute a greater than pro rata
portion of any illiquid securities to satisfy a redemption request. If such
securities are included in the distribution, shareholders may not be able to
liquidate
such securities and may be required to hold such securities indefinitely.
Shareholders’ ability to liquidate such securities distributed in-kind may be
restricted by resale limitations or substantial restrictions on transfer imposed
by the issuers of the securities or by law. Shareholders may only be able to
liquidate such securities distributed in-kind at a substantial discount from
their value, and there may be higher brokerage costs associated with any
subsequent disposition of these securities by the recipient.
Distributions
Distributions
of net investment income will be reinvested at the Fund’s NAV (unless you elect
to receive distributions in cash) as of the payment date. Distributions of
capital gain will be reinvested at the NAV of the Fund (unless you elect to
receive distributions in cash) on the payment date for the distribution. Cash
payments may be made more than seven days following the date on which
distributions would otherwise be reinvested.
Additional
Payments to Dealers
The
Adviser, out of its own resources and without additional cost to a Fund or its
shareholders, may provide additional cash payments or other compensation to
certain financial intermediaries who sell shares of the Fund. You may wish to
take such payment arrangements into account when considering and evaluating any
recommendations relating to the Funds’ shares.
Set
forth below is a list of the member firms of FINRA to which the Adviser, the
Distributor or their affiliates made payments out of their revenues in
connection with the sale and distribution of shares of the Funds or for services
to the Funds and their shareholders in the fiscal year ended June 30, 2022
(“Additional Payments”). Such payments are in addition to any amounts paid to
such FINRA firms in the form of fees for shareholder servicing or distribution.
The payments are discussed in further detail in the Prospectus in the section
entitled “Choosing a Shares Class - Additional Payments to Dealers”. Any
additions, modification, or deletions to the member firms identified in this
list that have occurred since June 30, 2022, are not reflected:
FINRA
MEMBER FIRMS:
•Ameriprise
Financial Services, LLC
•Charles
Schwab & Co., Inc.
•Edward
D. Jones & Co., L.P.
•Fidelity
Investments Institutional Services Company, Inc.
•Goldman
Sachs & Co.
•Merrill
Lynch, Pierce, Fenner & Smith Incorporated
•Morgan
Stanley & Co.
•National
Financial Services, LLC
•Pershing
LLC
•Raymond
James & Associates, Inc.
•RBC
Capital Markets, LLC
•TD
Ameritrade, Inc.
•TIAA-REF
Individual and Institutional Services, LLC
•UBS
Financial Services Inc.
•Vanguard
Marketing Corporation
•Wells
Fargo Clearing Services, LLC
The
prospect of receiving, or the receipt of, additional payments or other
compensation as described above by financial intermediaries may provide such
intermediaries and/or their salespersons with an incentive to favor sales of
shares of the Funds, and other mutual funds whose affiliates make similar
compensation available, over sale of shares of mutual funds (or non-mutual fund
investments) not making such payments. You may wish to take such payment
arrangements into account when considering and evaluating any recommendations
relating to Fund shares.
The
tax information set forth in the Prospectus and the information in this section
relates solely to Federal income tax law and assumes that each Fund qualifies as
a regulated investment company (as discussed below). Such
information
is only a summary of certain key Federal income tax considerations affecting a
Fund and its shareholders and is in addition to the information provided in the
Prospectus. No attempt has been made to present a complete explanation of the
Federal tax treatment of a Fund or the tax implications to shareholders. The
discussions here and in the Prospectus are not intended as substitutes for
careful tax planning.
This
“Taxation” section is based on the Code and applicable regulations in effect on
the date of the Prospectus. Future legislative or administrative changes or
court decisions may significantly change the tax rules applicable to the Fund
and its shareholders. Any of these changes or court decisions may have a
retroactive effect.
All
investors should consult their own tax advisors as to the Federal, state, local
and foreign tax consequences of an investment in a Fund.
Qualification
as a Regulated Investment Company
Each
Fund intends, for each tax year, to qualify as a “regulated investment company”
under the Code.
Federal
Income Tax Consequences of Qualification
As
a regulated investment company, a Fund will not be subject to Federal income tax
on the portion of its investment company taxable income (that is, taxable
interest, dividends, net short-term capital gains and other taxable ordinary
income, net of expenses) and net capital gain (that is, the excess of net
long-term capital gains over net short-term capital losses) that it distributes
to shareholders. In order to qualify to be taxed as a regulated investment
company, generally a Fund must satisfy the following requirements:
•The
Fund must distribute an amount at least equal to the sum of 90% of its
investment company taxable income, determined without regard to any deduction
for dividends paid, plus 90% of its net tax-exempt interest, if any, each tax
year (certain distributions made by the Fund after the close of its tax year are
considered distributions attributable to the previous tax year for purposes of
satisfying this requirement (the “Distribution Requirement”)).
•The
Fund must derive at least 90% of its gross income each year from dividends,
interest, payments with respect to securities loans, and gains from the sale or
other disposition of stocks, securities, and currencies, or other income
(including gains from options and futures contracts) derived from its business
of investing in such stocks, securities, and currencies and net income derived
from interests in qualified publicly traded partnerships.
•The
Fund must satisfy the following asset diversification tests at the close of each
quarter of the Fund’s tax year: (1) at least 50% of the value of the Fund’s
assets must consist of cash, cash items, U.S. Government securities, securities
of other regulated investment companies, and securities of other issuers (as to
which the Fund has not invested more than 5% of the value of the Fund’s total
assets in securities of an issuer and as to which the Fund does not hold more
than 10% of the outstanding voting securities of the issuer); and (2) no
more than 25% of the value of the Fund’s total assets may be invested in the
securities of any one issuer (other than U.S. Government securities and
securities of other regulated investment companies), or in two or more issuers
which the Fund controls and which are engaged in the same or similar trades or
businesses or in the securities of one or more qualified publicly traded
partnerships.
While
each Fund presently intends to make cash distributions (including distributions
reinvested in Fund shares) for each tax year of an aggregate amount sufficient
to satisfy the Distribution Requirement and eliminate Federal income tax, a Fund
may use “equalization accounting” (in lieu of making some or all cash
distributions) for those purposes. A Fund that uses equalization accounting will
allocate a portion of its undistributed investment company taxable income and
net capital gain to redemptions of Fund shares and will correspondingly reduce
the amount of such income and gain that it distributes in cash. If the IRS
determines that a Fund’s allocation is improper and that the Fund has
under-distributed its income and gain for any tax year, the Fund may be liable
for Federal income and/or excise tax, and, if the Distribution Requirement has
not been met, may also be unable to continue to qualify for tax treatment as a
regulated investment company (see discussion below on what happens if a Fund
fails to qualify for that treatment).
Failure
to Qualify
If
for any tax year a Fund does not qualify for tax treatment as a regulated
investment company, all of its taxable income (including its net capital gain)
will be subject to tax at regular corporate rates without any deduction for
dividends paid to shareholders, and the dividends will generally be taxable to
the shareholders as ordinary income to the extent of the Fund’s current and
accumulated earnings and profits.
Failure
to qualify as a regulated investment company would thus have a negative impact
on a Fund’s income and performance. It is possible that a Fund will not qualify
as a regulated investment company in any given tax year.
Fund
Distributions
Each
Fund anticipates distributing substantially all of its investment company
taxable income and net tax-exempt interest (if any) for each tax year. These
distributions are taxable to you as ordinary income.
A
portion of a Fund’s distributions may be treated as “qualified dividend income,”
taxable to individuals, under current law, at a maximum Federal income tax rate
of either 15% or 20% (depending on whether the individual’s income exceeds
certain threshold amounts). A distribution is treated as qualified dividend
income to the extent that a Fund receives dividend income from taxable domestic
corporations and certain qualified foreign corporations, provided that holding
period and other requirements are met by the Fund and the shareholder. To the
extent a Fund’s distributions are attributable to other sources, such as
interest or capital gains, the distributions are not treated as qualified
dividend income. A Fund’s distributions of dividends that it received from REITs
generally do not constitute “qualified dividend income.”
A
portion of a Fund’s distributions, to the extent derived from dividends from
domestic corporations, may be eligible for the corporate dividends-received
deduction if certain holding period and other requirements are met.
Individuals
(and certain other non-corporate entities) are generally eligible for a 20%
deduction with respect to taxable ordinary REIT dividends and taxable income
from MLPs. Treasury regulations allow a Fund to pass through to its shareholders
such taxable ordinary REIT dividends. Accordingly, individual (and certain other
non-corporate) shareholders of a Fund that have received such taxable ordinary
REIT dividends may be able to take advantage of this 20% deduction with respect
to any such amounts passed through. However, the regulations do not provide a
mechanism for the Fund to pass through to its shareholders MLP net income, if
any, or the 20% deduction with respect to taxable income from MLPs.
Certain
distributions reported by a Fund as Section 163(j) interest dividends may be
treated as interest income by shareholders for purposes of the tax rules
applicable to interest expense limitations under Section 163(j) of the Code.
Such treatment by the shareholder is generally subject to holding period
requirements and other potential limitations, although the holding period
requirements are generally not applicable to dividends declared by money market
funds and certain other funds that declare dividends daily and pay such
dividends on a monthly or more frequent basis. The amount that a Fund is
eligible to report as a Section 163(j) dividend for a tax year is generally
limited to the excess of the Fund’s business interest income over the sum of the
Fund’s (i) business interest expense and (ii) other deductions properly
allocable to the Fund’s business interest income.
A
3.8% Medicare tax is imposed on certain net investment income (including
ordinary dividends and capital gain distributions received from a Fund and net
gains from redemptions or other taxable dispositions of Fund shares) of U.S.
individuals, estates and trusts to the extent that such person’s “modified
adjusted gross income” (in the case of an individual) or “adjusted gross income”
(in the case of an estate or trust) exceeds certain threshold
amounts.
Each
Fund anticipates distributing substantially all of its net capital gain for each
tax year. These distributions generally are made only once a year, usually in
November or December, but a Fund may make additional distributions of net
capital gain at any time during the year. These distributions are taxable to you
as long-term capital gain, regardless of how long you have held shares. These
distributions do not qualify for the dividends-received deduction.
As
reflected in the following table, each Fund may have capital loss carryovers
(unutilized capital losses from prior years). Net capital losses can be carried
forward without expiration.
As
of June 30, 2022, the capital loss carryovers available to offset future capital
gains are as follows:
|
|
|
|
|
|
|
|
|
|
| |
Fund |
Short-Term |
Long-Term |
Total |
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
(1) |
$--- |
$--- |
$--- |
Brown
Advisory Global Leaders Fund |
$--- |
$--- |
$--- |
Brown
Advisory Sustainable International Leaders Fund (2) |
$48,230 |
$--- |
$48,230 |
Brown
Advisory Intermediate Income Fund |
$2,196,241 |
$236,724 |
$2,432,965 |
Brown
Advisory Total Return Fund |
$--- |
$--- |
$--- |
Brown
Advisory Sustainable Bond Fund |
$--- |
$--- |
$--- |
Brown
Advisory Maryland Bond Fund |
$--- |
$1,977,385 |
$1,977,385 |
Brown
Advisory Tax-Exempt Bond Fund |
$--- |
$--- |
$--- |
Brown
Advisory Tax-Exempt Sustainable Bond Fund |
$--- |
$--- |
$--- |
Brown
Advisory Mortgage Securities Fund |
$15,959,079 |
$508,295 |
$16,467,374 |
Brown
Advisory-WMC Strategic European Equity Fund |
$--- |
$--- |
$--- |
Brown
Advisory Emerging Markets Select Fund |
$22,593,660 |
$11,545,918 |
$34,139,578 |
Brown
Advisory – Beutel Goodman Large-Cap Value Fund |
$--- |
$--- |
$--- |
(1)The
Brown Advisory Sustainable Small-Cap Core Fund commenced operations on
October 1, 2021.
(2)The
Brown Advisory Sustainable International Leaders Fund commenced operations
on March 1, 2022.
|
A
Fund’s ability to use certain tax benefits could be limited if the Fund
experiences an “ownership change” within the meaning of Section 382 of the Code.
Such tax benefits include net capital losses and certain built-in losses. An
ownership change may occur if there is a greater than 50% change in the value of
the stock of the Fund owned by five percent shareholders during the testing
period (generally three years). An ownership change may be triggered by the
purchase and sale, redemption, or new issuance of Fund shares or by a merger of
the Fund with another regulated investment company.
The
Funds operate using a fiscal and taxable year ending on June 30 of each
year.
Distributions
by a Fund that do not constitute ordinary income dividends or capital gain
dividends will be treated as a return of capital. Return of capital
distributions reduce your tax basis in the shares and are treated as gain from
the sale of the shares to the extent your basis would be reduced below zero.
All
distributions by a Fund will be treated in the manner described above regardless
of whether the distribution is paid in cash or reinvested in additional shares
of the Fund (or of another fund). If you receive distributions in the form of
additional shares, you will be treated as receiving a distribution in an amount
equal to the amount of cash that would have been received instead of such
shares.
You
may purchase shares with a NAV at the time of purchase that reflects
undistributed net investment income or recognized capital gain, or unrealized
appreciation in the value of the assets of a Fund. Distributions of these
amounts are taxable to you in the manner described above, although the
distribution economically constitutes a return of capital to you.
Ordinarily,
you are required to take distributions by a Fund into account in the tax year in
which they are received. However, a distribution declared in October, November
or December of any year and payable to shareholders of record on a specified
date in those months, however, is deemed to be paid by the Fund and received by
you on December 31 of that calendar year if the distribution is actually
paid in January of the following year.
Each
Fund will send you information annually as to the Federal income tax
consequences of distributions made (or deemed made) during the year.
Distributions
- Brown Advisory Maryland Bond Fund, Brown Advisory Tax-Exempt Bond Fund and
Brown Advisory Tax-Exempt Sustainable Bond Fund
The
Code permits the character of tax-exempt interest distributed by a regulated
investment company to “flow through” as tax-exempt interest to its shareholders,
provided that 50% or more of the value of its assets at the end of each quarter
of its taxable year is invested in state, municipal or other obligations the
interest on which is exempt under Section 103(a) of the Code. Each of the Brown
Advisory Maryland Bond Fund, the Brown Advisory Tax-Exempt Bond Fund and the
Brown Advisory Tax-Exempt Sustainable Bond Fund intends to satisfy the 50%
requirement to permit its distributions of tax-exempt interest to be treated as
such for regular Federal income tax purposes in the hands of their shareholders.
Exempt-interest dividends must be taken into account by individual shareholders
in determining whether their total incomes are large enough to result in
taxation of up to 85% of their social security benefits and certain railroad
retirement benefits. None of the income distributions of the Brown Advisory
Maryland Bond Fund, the Brown Advisory Tax-Exempt Bond Fund or the Brown
Advisory Tax-Exempt Sustainable Bond Fund is expected to be eligible for the
reduced individual tax rates applicable to qualified dividend income or the
corporate dividends-received deduction.
Although
a significant portion of the distributions by the Brown Advisory Maryland Bond
Fund, Brown Advisory Tax-Exempt Bond Fund, and Brown Advisory Tax-Exempt
Sustainable Bond Fund generally is expected to be exempt from Federal income
taxes, these Funds may under certain circumstances invest in obligations the
interest from which is fully taxable, or, although exempt from the regular
Federal income tax, is subject to the Federal alternative minimum tax.
Similarly, gains from the sale or exchange of obligations the interest on which
is exempt from regular Federal income tax will constitute taxable income to
these Funds. Taxable income or gain may also arise from taxable investments
including securities lending transactions, repurchase agreements and options and
futures transactions and from municipal obligations acquired at a market
discount. Accordingly, it is possible that a significant portion of the
distributions of these Funds will constitute taxable rather than tax-exempt
income in the hands of a shareholder. Furthermore, investors should be aware
that tax laws may change, and issuers may fail to follow applicable laws,
causing a tax-exempt item to become taxable. Any interest on indebtedness
incurred or continued to purchase or carry the shares of the Brown Advisory
Maryland Bond Fund, Brown Advisory Tax-Exempt Bond Fund or Brown Advisory
Tax-Exempt Sustainable Bond Fund to which exempt-interest dividends is allocated
is not deductible.
In
addition, as discussed below, a sale, exchange or redemption of shares in the
Fund will be a taxable event, and may result in a taxable gain or loss to a
shareholder. Shareholders should be aware that redeeming shares of the Funds
after tax-exempt interest has been accrued by the Fund but before that income
has been declared as a dividend
may
be disadvantageous. This is because the gain, if any, on the redemption will be
taxable, even though such gains may be attributable in part to the accrued
tax-exempt interest which, if distributed to the shareholder as a dividend
rather than as redemption proceeds, might have qualified as an exempt-interest
dividend.
Exempt-interest
dividends, ordinary dividends, if any, and capital gains distributions from the
Fund, and any capital gains or losses realized from the sale or exchange of Fund
shares, may be subject to state and local taxes, although, in certain states,
exempt interest dividends may be exempt from taxation in that state to the
extent derived from tax-exempt interest on municipal securities issued by that
state.
Opinions
relating to the validity of municipal securities and the exemption of interest
thereon from Federal income tax are rendered by bond counsel to the issuers. The
Funds, the Adviser and its affiliates and the Funds’ counsel make no review of
proceedings relating to the issuance of state or municipal securities or the
bases of such opinions.
Section
147(a) of the Code prohibits exemption from taxation of interest on certain
governmental obligations to persons who are “substantial users” (or persons
related thereto) of facilities financed thereby. No investigation has been made
as to the users of the facilities financed by bonds in the Funds’ portfolios.
Persons who may be “substantial users” (or “related persons” of substantial
users) of facilities financed by private activity bonds should consult their tax
advisors before purchasing shares of the Funds since the acquisition of shares
of the Funds may result in adverse tax consequences to them.
Certain
Tax Rules Applicable to the Funds’ Transactions
For
Federal income tax purposes, when put and call options purchased by a Fund
expire unexercised, the premiums paid by the Fund give rise to short- or
long-term capital losses at the time of expiration (depending on the length of
the respective exercise periods for the options). When put and call options
written by a Fund expire unexercised, the premiums received by the Fund give
rise to short-term capital gains at the time of expiration. When a Fund
exercises a call, the purchase price of the underlying security is increased by
the amount of the premium paid by the Fund. When a Fund exercises a put, the
proceeds from the sale of the underlying security are decreased by the premium
paid. When a put or call written by a Fund is exercised, the purchase price
(selling price in the case of a call) of the underlying security is decreased
(increased in the case of a call) for tax purposes by the premium received.
Some
of the debt securities that may be acquired by a Fund may be treated as debt
securities that are issued with original issue discount (“OID”). Generally, the
amount of the OID is treated as interest income and is included in income over
the term of the debt security, even though payment of that amount is not
received until a later time, usually when the debt security matures.
Additionally, some of the debt securities that may be acquired by a Fund in the
secondary market may be treated as having market discount. Generally, any gain
recognized on the disposition of, and any partial payment of principal on, a
debt security having market discount is treated as ordinary income to the extent
the gain, or principal payment, does not exceed the “accrued market discount” on
such debt security. A Fund may make one or more of the elections applicable to
debt securities having market discount, which could affect the character and
timing of recognition of income. A Fund generally will be required to distribute
dividends to shareholders representing discount on debt securities that is
currently includable in income, even though cash representing such income may
not have been received by the Fund. Cash to pay such dividends may be obtained
from sales proceeds of securities held by the Fund.
A
Fund may invest a portion of its net assets in below investment grade
instruments. Investments in these types of instruments may present special tax
issues for the Fund. Federal income tax rules are not entirely clear about
issues such as when a Fund may cease to accrue interest, OID or market discount,
when and to what extent deductions may be taken for bad debts or worthless
instruments, how payments received on obligations in default should be allocated
between principal and income and whether exchanges of debt obligations in a
bankruptcy or workout context are taxable. These and other issues will be
addressed by a Fund to the extent necessary in order to seek to ensure that it
distributes sufficient income to maintain its status as a regulated investment
company and that it does not become subject to U.S. Federal income or excise
tax.
Certain
listed options, regulated futures contracts and forward currency contracts are
considered “Section 1256 contracts” for Federal income tax purposes.
Section 1256 contracts held by a Fund at the end of each tax year are
“marked to market” and treated for Federal income tax purposes as though sold
for fair market value on the last
business
day of the tax year. Gains or losses realized by a Fund on Section 1256
contracts generally are considered 60% long-term and 40% short-term capital
gains or losses. A Fund can elect to exempt its Section 1256 contracts that
are part of a “mixed straddle” (as described below) from the application of
Section 1256 of the Code.
Any
option, futures contract or other position entered into or held by a Fund in
conjunction with any other position held by the Fund may constitute a “straddle”
for Federal income tax purposes. A straddle of which at least one, but not all,
the positions are Section 1256 contracts, may constitute a “mixed
straddle.” In general, straddles are subject to certain rules that may affect
the character and timing of a Fund’s gains and losses with respect to straddle
positions by requiring, among other things, that: (1) the loss realized on
disposition of one position of a straddle may not be recognized to the extent
that the Fund has unrealized gains with respect to the other position in such
straddle; (2) the Fund’s holding period in straddle positions be suspended
while the straddle exists (possibly resulting in a gain being treated as
short-term capital gain rather than long-term capital gain); (3) the losses
recognized with respect to certain straddle positions which are part of a mixed
straddle and which are non-Section 1256 contracts be treated as 60%
long-term and 40% short-term capital loss; (4) losses recognized with
respect to certain straddle positions which would otherwise constitute
short-term capital losses be treated as long-term capital losses; and
(5) the deduction of interest and carrying charges attributable to certain
straddle positions may be deferred. Various elections are available to a Fund,
which may mitigate the effects of the straddle rules, particularly with respect
to mixed straddles. In general, the straddle rules described above do not apply
to any straddles held by a Fund if all of the offsetting positions consist of
Section 1256 contracts.
Certain
rules may affect the timing and character of gain if a Fund engages in
transactions that reduce or eliminate its risk of loss with respect to
appreciated financial positions. If a Fund enters into certain transactions in
property while holding substantially identical property, the Fund would be
treated as if it had sold and immediately repurchased the property and would be
taxed on any gain (but not loss) from the constructive sale. The character of
gain from a constructive sale would depend upon the Fund’s holding period in the
property. Loss from a constructive sale would be recognized when the property
was subsequently disposed of, and its character would depend on the Fund’s
holding period and the application of various loss deferral provisions of the
Code.
Under
the Code, gains or losses attributable to fluctuations in exchange rates which
occur between the time a Fund accrues interest or other receivables or accrues
expenses or other liabilities denominated in a foreign currency and the time the
Fund actually collects such receivables or pays such liabilities are treated as
ordinary income or ordinary loss. Similarly, gains or losses from the
disposition of foreign currencies, from the disposition of debt securities
denominated in a foreign currency, or from the disposition of a forward
contract, certain financial contracts or options denominated in a foreign
currency which are attributable to fluctuations in the value of the foreign
currency between the date of acquisition of the asset and the date of
disposition also are treated as ordinary income or loss. These gains or losses,
referred to under the Code as “Section 988” gains or losses, generally increase
or decrease the amount of the Fund’s investment company taxable income available
to be distributed to its shareholders as ordinary income, rather than increasing
or decreasing the amount of the Fund's net capital gain.
A
Fund may invest in shares of foreign corporations which may be classified under
the Internal Revenue Code as passive foreign investment companies (“PFICs”). In
general, a foreign corporation is classified as a PFIC if at least one-half of
its assets constitute investment-type assets or 75% or more of its gross income
is investment-type income. If a Fund receives a so-called “excess distribution”
with respect to PFIC stock, the Fund itself may be subject to a tax on a portion
of the excess distribution, whether or not the corresponding income is
distributed by the Fund to shareholders. In general, under the PFIC rules, an
excess distribution is treated as having been realized ratably over the period
during which the Fund held the PFIC shares. The Fund itself will be subject to
tax on the portion, if any, of an excess distribution that is so allocated to
prior Fund taxable years and an interest factor will be added to the tax, as if
the tax had been payable in such prior taxable years. Certain distributions from
a PFIC as well as gain from the sale of PFIC shares are treated as excess
distributions. Excess distributions are characterized as ordinary income even
though, absent application of the PFIC rules, certain excess distributions might
have been classified as capital gain.
A
Fund may be eligible to elect alternative tax treatment with respect to PFIC
shares. Under an election that currently is available in some circumstances, a
Fund generally would be required to include in its gross income its share of the
earnings of a PFIC on a current basis, regardless of whether distributions are
received from the PFIC in
a
given year. If this election were made, the special rules, discussed above,
relating to the taxation of excess distributions, would not apply.
Alternatively,
a Fund may elect to mark-to-market its PFIC shares at the end of each tax year
(as well as on certain other dates as prescribed in the Code), with the result
that unrealized gains would be treated as though they were realized and reported
as ordinary income. Any mark-to-market losses would be deductible as ordinary
losses to the extent of any net mark-to-market gains included in income in prior
tax years.
Because
the application of the PFIC rules may affect, among other things, the character
of gains, the amount of gain or loss and the timing of the recognition of income
with respect to PFIC shares, as well as subject a Fund itself to tax on certain
income from PFIC shares, the amount that must be distributed to shareholders,
and which will be taxed to shareholders as ordinary income or long-term capital
gain, may be increased or decreased substantially as compared to a fund that did
not invest in PFIC shares. Note that distributions from a PFIC are not eligible
for the reduced rate of tax on “qualified dividend income”.
A
Fund or some of the REITs in which a Fund may invest will be permitted to hold
residual interests in real estate mortgage investment conduits (“REMIC”s). Under
Treasury regulations not yet issued, but that may apply retroactively, a portion
of a Fund’s income from a REIT that is attributable to the REIT’s residual
interest in a REMIC (referred to in the Code as an “excess inclusion”) will be
subject to federal income tax in all events. These regulations are expected to
provide that excess inclusion income of a regulated investment company, such as
the Fund, will be allocated to shareholders of the regulated investment company
in proportion to the dividends received by shareholders, with the same
consequences as if shareholders held the related REMIC residual interest
directly.
In
general, excess inclusion income allocated to shareholders (i) cannot be offset
by net operating losses (subject to a limited exception for certain thrift
institutions), (ii) will constitute unrelated business taxable income to
entities (including a qualified pension plan, an individual retirement account,
a 401(k) plan, a Keogh plan or other tax-exempt entity) subject to tax on
unrelated business income, thereby potentially requiring such an entity that is
allocated excess inclusion income, and that otherwise might not be required to
file a tax return, to file a tax return and pay tax on such income, and (iii) in
the case of a non-U.S. shareholder, will not qualify for any reduction in U.S.
federal withholding tax.
If
at any time during any taxable year a “disqualified organization” (as defined in
the Code) is a record holder of a share in a regulated investment company, then
the regulated investment company will be subject to a tax equal to that portion
of its excess inclusion income for the taxable year that is allocable to the
disqualified organization, multiplied by the highest federal income tax rate
imposed on corporations. It is not expected that a substantial portion of the
Fund’s assets will be residual interests in REMICs. Additionally, the Fund
does not intend to invest in REITs in which a substantial portion of the assets
will consist of residual interests in REMICs.
A
Fund may invest in MLPs that are expected to be treated as partnerships for U.S.
federal income tax purposes. The cash distributions received by such Fund from
an MLP may not correspond to the amount of income allocated to the Fund by the
MLP in any given taxable year. If the amount of income allocated by an MLP to
the Fund exceeds the amount of cash received by the Fund from such MLP, the Fund
may have difficulty making distributions to its shareholders in the amounts
necessary to satisfy the requirements for maintaining its status as a regulated
investment company or avoiding U.S. federal income or excise taxes. Accordingly,
the Fund may have to dispose of securities under disadvantageous circumstances
in order to generate sufficient cash to satisfy such requirements.
Federal
Excise Tax
A
4% nondeductible excise tax is imposed on a regulated investment company that
fails to distribute in each calendar year an amount at least equal to the sum
of: (1) 98% of its ordinary taxable income (taking into account certain
deferrals and elections) for the calendar year; (2) 98.2% of its capital
gain net income (adjusted for certain ordinary losses) for the one-year period
ended on October 31 of the calendar year; plus (3) all ordinary taxable
income and capital gains for previous years that were not distributed during
such years. The balance of each Fund’s income must be distributed during the
next calendar year. A Fund will be treated as having distributed any amount on
which it is subject to income tax for any tax year ending in the calendar year.
For
purposes of calculating the excise tax, a Fund: (1) reduces its capital
gain net income (but not below its net capital gain) by the amount of any net
ordinary loss for the calendar year; and (2) excludes foreign currency
gains and losses (and certain other ordinary gains and losses) incurred after
October 31 of any year in determining the amount of ordinary taxable income
for the current calendar year. A Fund will include foreign currency gains and
losses incurred after October 31 in determining ordinary taxable income for
the succeeding calendar year.
Each
Fund intends to make sufficient distributions of its ordinary taxable income and
capital gain net income prior to the end of each calendar year to avoid
liability for the excise tax. Investors should note, however, that a Fund might
in certain circumstances be required to liquidate portfolio investments to make
sufficient distributions to avoid excise tax liability.
Sale,
Exchange or Redemption of Shares
In
general, you will recognize gain or loss on the sale, exchange or redemption of
shares of a Fund in an amount equal to the difference between the proceeds of
the sale, exchange or redemption and your adjusted tax basis in the shares. All
or a portion of any loss so recognized may be disallowed if you purchase (for
example, by reinvesting dividends) Fund shares within 30 days before or after
the sale, exchange or redemption (a “wash sale”). If disallowed, the loss will
be reflected in an upward adjustment to the basis of the shares purchased. In
general, any gain or loss arising from the sale, exchange or redemption of
shares of a Fund will be considered capital gain or loss and will be long-term
capital gain or loss if the shares were held for longer than one year. Any
capital loss arising from the sale, exchange or redemption of shares held for
six months or less, however, will be treated as a long-term capital loss to the
extent of the amount of distributions of net capital gain received on such
shares. In determining the holding period of such shares for this purpose, any
period during which your risk of loss is offset by means of options, short sales
or similar transactions is not counted. Capital losses in any year are
deductible only to the extent of capital gains plus, in the case of a
non-corporate taxpayer, $3,000 of ordinary income.
Each
Fund (or its administrative agent) is required to report to the IRS and furnish
to shareholders the cost basis information for sale transactions of shares.
Shareholders may elect to have one of several cost basis methods applied to
their account when calculating the cost basis of shares sold, including average
cost, FIFO (“first-in, first-out”) or some other specific identification method.
Unless you instruct otherwise, a Fund will use average cost as its default cost
basis method. The cost basis method a shareholder elects may not be changed with
respect to a redemption of shares after the settlement date of the redemption.
Shareholders should consult with their tax advisors to determine the best cost
basis method for their tax situation. Shareholders that hold their shares
through a financial intermediary should contact such financial intermediary with
respect to reporting of cost basis and available elections for their
accounts.
Backup
Withholding
A
Fund will be required in certain cases to withhold and remit to the U.S.
Treasury at a rate under current law of 24% of taxable distributions and the
proceeds of redemptions of shares paid to you if you: (1) have failed to
provide your correct taxpayer identification number; (2) are otherwise
subject to backup withholding by the IRS for failure to report the receipt of
interest or dividend income properly; or (3) have failed to certify to the
Fund that you are not subject to backup withholding or that you are a
corporation or other “exempt recipient.” Backup withholding is not an additional
tax; rather any amounts so withheld may be credited against your Federal income
tax liability or refunded if proper documentation is provided.
State
and Local Taxes
The
tax rules of the various states of the U.S. and their local jurisdictions with
respect to an investment in a Fund can differ from the Federal income taxation
rules described above. These state and local rules are not discussed herein. You
are urged to consult your tax advisor as to the consequences of state and local
tax rules with respect to an investment in the Fund.
Foreign
Income Tax
Investment
income received by a Fund from sources within foreign countries may be subject
to foreign income taxes withheld at the source. The United States has entered
into tax treaties with many foreign countries that may entitle the Fund to a
reduced rate of such taxes or exemption from taxes on such income. It is
impossible to know the effective rate of foreign tax in advance since the amount
of a Fund’s assets to be invested within various countries cannot be determined.
If more than 50% of the value of a Fund's total assets at the close of its
taxable year consists of stocks or securities of foreign corporations, or if at
least 50% of the value of a Fund’s total assets at the close of each quarter of
its taxable year is represented by interests in other regulated investment
companies, the Fund will be eligible and intends to file an election with the
IRS to pass through to its shareholders the amount of foreign taxes paid by the
Fund subject to certain exceptions. However, there can be no assurance that a
Fund will be able to do so. Pursuant to this election, you will be required to
(1) include in gross income (in addition to taxable dividends actually
received) your pro rata share of foreign taxes paid by the Fund, (2) treat
your pro rata share of such foreign taxes as having been paid by you and
(3) either deduct such pro rata share of foreign taxes in computing your
taxable income or treat such foreign taxes as a credit against Federal income
taxes. You may be subject to rules which limit or reduce your ability to fully
deduct, or claim a credit for, your pro rata share of the foreign taxes paid by
the Fund.
Foreign
Shareholders
The
foregoing discussion relates only to U.S. Federal income tax law as applicable
to U.S. persons (i.e., U.S. citizens and residents and U.S. domestic
corporations, partnerships, trusts and estates). Shareholders who are not U.S.
persons (“foreign shareholders”) should consult their tax advisers regarding
U.S. and foreign tax consequences of ownership of shares of a Fund including the
likelihood that taxable distributions to them would be subject to withholding of
U.S. tax at a rate of 30% (or a lower treaty rate for eligible investors). Two
categories of dividends, “short-term capital gain dividends” and
“interest-related dividends,” if reported by a Fund in writing to its
shareholders, are generally exempt from such withholding tax. “Short-term
capital gain dividends” are dividends that are attributable to net short-term
capital gain, computed with certain adjustments. “Interest-related dividends”
are dividends that are attributable to “qualified net interest income” (i.e.,
“qualified interest income,” which generally consists of certain original issue
discount, interest on obligations “in registered form,” and interest on
deposits, less allocable deductions) from sources within the United States.
Depending on the circumstances, a Fund may report all, some or none of the
Fund’s potentially eligible dividends as eligible for exemption from withholding
tax, and a portion of the Fund’s distributions (e.g., interest and dividends
from non-U.S. sources or any non-U.S. currency gains) would be ineligible for
such exemption. In order to qualify for this exemption from withholding, a
non-U.S. shareholder must have provided appropriate withholding certificates
(e.g., an executed W-8BEN, etc.) certifying foreign status. An investment in a
Fund may also be included in determining a foreign shareholder’s U.S. estate tax
liability.
The
Funds are required to withhold U.S. tax (at a 30% rate) on payments of taxable
dividends made to certain non-U.S. entities that fail to comply (or be deemed
compliant) with extensive reporting and withholding requirements designed to
inform the U.S. Department of the Treasury of U.S.-owned foreign investment
accounts. Shareholders may be requested to provide additional information to the
Funds to enable the Funds to determine whether withholding is
required.
Maryland
Taxes (Brown Advisory Maryland Bond Fund)
Distributions
attributable to interest received by the Fund on Maryland municipal obligations
and certain U.S. government obligations are generally exempt from Maryland state
and local income taxes. Distributions attributable to the Fund’s other income or
gains, however, are generally subject to these taxes. Interest on indebtedness
incurred by a shareholder to purchase or carry Fund shares generally is not
deductible for purposes of Maryland state or local income tax.
Distributions
of income derived from interest on Maryland municipal obligations may not be
exempt from taxation under the laws of states other than Maryland.
To
the extent the Fund receives interest on certain private activity bonds, a
proportionate part of the exempt-interest dividends paid by the Fund may be
treated as an item of tax preference for the Federal alternative minimum tax and
Maryland’s tax on tax preference items. In addition to the preference item for
interest on private activity bonds, corporate shareholders must include the full
amount of exempt-interest dividends in computing tax preference items for
purposes of the alternative minimum tax.
If
you borrow money to purchase or carry shares of the Fund, the interest on your
debt generally is not deductible for Federal income tax purposes.
Control
Persons and Principal Shareholders
A
principal shareholder is any person who owns of record or beneficially 5% or
more of the outstanding shares of the Funds. A control person is one who owns
beneficially or through controlled companies more than 25% of the voting
securities of a Fund or acknowledges the existence of control.
As
of the September 30, 2022, the Trustees and officers as a group owned less
than 1% of the outstanding shares of each Fund. As of September 30, 2022, the
following shareholders were considered to be either a control person or
principal shareholder of the Funds:
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Fund |
| Shareholder
and Address |
| Percentage
of Class Owned |
Brown
Advisory Growth Equity Fund Institutional Shares |
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 10.94% |
|
Brown
Advisory Growth Equity Investor Shares |
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 56.65% |
|
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| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 8.20% |
|
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| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 6.63% |
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| Pershing
LLC 1 Pershing Plz FL 14 Jersey City NJ 07399-2052 |
| 6.63% |
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Brown
Advisory Growth Equity Fund Advisor Shares |
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 27.77% |
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| Merrill
Lynch Pierce Fenner & Smith For the Sole Benefit Of Its
Customers 4800 Deer Lake DR E Jacksonville, FL 32246-6484 |
| 27.25% |
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| Pershing
LLC 1 Pershing Plz FL 14 Jersey City NJ 07399-2052 |
| 5.81% |
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| Matrix
Trust Company Cust PO Box 52129 Phoenix, AZ 85072-2129 |
| 5.56% |
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Fund |
| Shareholder
and Address |
| Percentage
of Class Owned |
Brown
Advisory Flexible Equity Fund Institutional Shares |
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 31.21% |
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| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 20.65% |
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| Capinco c/o
U.S. Bank, NA 1555 RiverCenter DR. Ste 302 Milwaukee, WI
53212-3958 |
| 14.36% |
|
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| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 11.32% |
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| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 10.40% |
|
Brown
Advisory Flexible Equity Fund Investor Shares |
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 47.62% |
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| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958
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| 29.10% |
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| Capinco c/o
U.S. Bank, NA 1555 RiverCenter DR. Ste 302 Milwaukee, WI
53212-3958 |
| 6.17% |
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| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 5.68% |
|
Brown
Advisory Flexible Equity Fund Advisor Shares |
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 40.95% |
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| Merrill
Lynch Pierce Fenner & Smith For the Sole Benefit Of Its
Customers 4800 Deer Lake DR E Jacksonville, FL 32246-6484 |
| 11.40% |
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| Pershing
LLC 1 Pershing Plz FL 14 Jersey City NJ 07399-2052 |
| 8.93% |
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Brown
Advisory Equity Income Fund Institutional Shares |
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 40.79% |
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Fund |
| Shareholder
and Address |
| Percentage
of Class Owned |
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| Wells
Fargo Clearing Services LLC Special Custody Acct for the Exclusive
Benefit of Customers 2801 Market St St. Louis, MO
63103-2523 |
| 17.39% |
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| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 11.39% |
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| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 9.23% |
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| Capinco c/o
U.S. Bank, NA 1555 RiverCenter DR. Ste 302 Milwaukee, WI
53212-3958 |
| 7.33% |
|
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| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 6.45% |
|
Brown
Advisory Equity Income Fund Investor Shares |
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 56.00% |
|
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| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 32.69% |
|
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| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 5.63% |
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Brown
Advisory Equity Income Fund Advisor Shares |
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 56.70% |
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| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 15.22% |
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Brown
Advisory Sustainable Growth Fund Institutional Shares |
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 21.48% |
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| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 13.87% |
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Fund |
| Shareholder
and Address |
| Percentage
of Class Owned |
|
| Merrill
Lynch Pierce Fenner & Smith For the Sole Benefit Of Its
Customers 4800 Deer Lake DR E Jacksonville, FL 32246-6484 |
| 12.77% |
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| JP
Morgan Securities LLC For the Exclusive Benefit of Customers 4
Chase Metrotech Center 3rd Floor Mutual Fund Dept Brooklyn, NY
11245-0003 |
| 10.87% |
|
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| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 5.51% |
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Brown
Advisory Sustainable Growth Fund Investor Shares
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 47.29% |
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| LPL
Financial LLC FBO Customer Accounts Attn Mutual Funds
Operations 4707 Executive Dr San Diego, CA 92121-3091 |
| 14.84% |
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| Morgan
Stanley Smith Barney LLC For the Exclusive Benefit
of Customers of MSB 1 New York Plz, FL 12 New York, NY
10004-1932 |
| 10.69% |
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| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 8.31% |
|
Brown
Advisory Sustainable Growth Fund Advisor Shares |
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 25.35% |
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| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 13.82% |
|
Brown
Advisory Mid-Cap Growth Fund Institutional Shares |
| Washinco 1555
RiverCenter Dr. Ste 302 Milwaukee, WI 53212-3958 |
| 42.59% |
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| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 19.56% |
|
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| Capinco c/o
U.S. Bank, NA 1555 RiverCenter DR. Ste 302 Milwaukee, WI
53212-3958 |
| 10.53% |
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| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 9.78% |
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Fund |
| Shareholder
and Address |
| Percentage
of Class Owned |
|
| SEI
Investments Guernsey LTD. SEI Nominees Guernsey LTD. SEI
Investments, Attn: SWP RECS 1st FL Alphabeta 14-18 Finsbury Sq.
London, United Kingdom EC2A 1BR |
| 6.06% |
|
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| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 5.24% |
|
Brown
Advisory Mid-Cap Growth Fund Investor Shares |
| Nationwide
Trust Company FSB C/O IPO Portfolio Accounting NTC-PLNS FBO
Participating Retirement Plans P.O. Box 182029 Columbus, OH
43218-2029 |
| 87.92% |
|
Brown
Advisory Small-Cap Growth Fund Institutional Shares |
| Wells
Fargo Clearing Services LLC Special Custody Acct for the Exclusive
Benefit of Customers 2801 Market St St. Louis, MO
63103-2523 |
| 45.60% |
|
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| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 23.97% |
|
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| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 5.81% |
|
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| JP
Morgan Securities LLC For the Exclusive Benefit of Customers 4
Chase Metrotech Center 3rd Floor Mutual Fund Dept Brooklyn, NY
11245-0003 |
| 5.63% |
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Brown
Advisory Small-Cap Growth Fund Investor Shares |
| LPL
Financial LLC FBO Customer Accounts Attn: Mutual Funds
Operations 4707 Executive Dr San Diego, CA 9212-3091 |
| 35.82% |
|
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| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 27.93% |
|
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| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 15.73% |
|
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| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 5.24% |
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Brown
Advisory Small-Cap Growth Fund Advisor Shares |
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 35.36% |
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Fund |
| Shareholder
and Address |
| Percentage
of Class Owned |
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| Merrill
Lynch Pierce Fenner & Smith For the Sole Benefit Of Its
Customers 4800 Deer Lake DR E Jacksonville, FL 32246-6484 |
| 16.63% |
|
|
| Wells
Fargo Clearing Services LLC Special Custody Acct for the Exclusive
Benefit of Customers 2801 Market St St. Louis, MO
63103-2523 |
| 16.22% |
|
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 10.00% |
|
Brown
Advisory Small-Cap Fundamental Value Fund Institutional Shares |
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 43.28% |
|
|
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 21.65% |
|
|
| Charles
Schwab & Co., Inc. Attn: Mutual Funds 211 Main St San
Francisco, CA 94105-1901
|
| 7.83% |
|
|
| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 6.34% |
|
|
| Capinco c/o
U.S. Bank, NA 1555 RiverCenter DR. Ste 302 Milwaukee, WI
53212-3958 |
| 6.20% |
|
Brown
Advisory Small-Cap Fundamental Value Fund Investor Shares |
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 50.67% |
|
|
| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 24.98% |
|
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 5.88% |
|
Brown
Advisory Small-Cap Fundamental Value Fund Advisor Shares |
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 36.14% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 30.31% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fund |
| Shareholder
and Address |
| Percentage
of Class Owned |
|
| RBC
Capital Markets LLC c/o Carol Magistrelli Haddonfield, NJ
08033-1815 |
| 7.05% |
(1) |
Brown
Advisory Sustainable Small-Cap Core Fund Institutional
Shares |
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 43.67% |
|
|
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 42.29% |
|
|
| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 7.82% |
|
|
| Eleutherian
Trust Company FBO Eleutherian Tust Company 1105 Market Street Suite
900 Wilmington, DE 19801-1216 |
| 5.01% |
(1) |
Brown
Advisory Sustainable Small-Cap Core Fund Investor Shares |
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 48.66% |
|
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 31.13% |
|
|
| Morgan
Stanley Smith Barney LLC For the Exclusive Benefit
of Customers of MSB 1 New York Plz, FL 12 New York, NY
10004-1932 |
| 6.77% |
|
|
| Thomas
F. O’Neil III & Nancy D O’Neil JTWROS c/o Brown Advisory LLC
901 South Bond Street Baltimore, MD 21231 |
| 5.79% |
(1) |
Brown
Advisory Global Leaders Fund Institutional Shares |
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 40.11% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 26.46% |
|
|
| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 13.51% |
|
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 8.48% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fund |
| Shareholder
and Address |
| Percentage
of Class Owned |
Brown
Advisory Global Leaders Fund Investor Shares |
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 45.07% |
|
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 11.81% |
|
|
| T
Rowe Price Retirement Plan Services FBO Retirement Plan Clients 4515
Painters Mill Road Owings Mills, MD 21117-4903 |
| 11.19% |
|
|
| SEI
Private Trust Company One Freedom Valley Drive Oaks, PA
19456-9989 |
| 9.50% |
|
|
| Vanguard
Brokerage Services PO Box 1170 Valley Forge, PA 19482-9989 |
| 6.88% |
|
Brown
Advisory Sustainable International Leaders Fund Institutional
Shares |
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 61.17% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 34.72% |
|
Brown
Advisory Sustainable International Leaders Fund Investor
Shares |
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 75.74% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 19.71% |
|
Brown
Advisory Intermediate Income Fund Investor Shares |
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 49.18% |
|
|
| Capinco c/o
U.S. Bank, NA 1555 RiverCenter DR. Ste 302 Milwaukee, WI
53212-3958 |
| 13.62% |
|
|
| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 11.74% |
|
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 9.84% |
|
|
| SEI
Investments Guernsey LTD. SEI Nominees Guernsey LTD. SEI
Investments, Attn: SWP RECS 1st FL Alphabeta 14-18 Finsbury Sq.
London, United Kingdom EC2A 1BR |
| 5.37% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fund |
| Shareholder
and Address |
| Percentage
of Class Owned |
Brown
Advisory Intermediate Income Fund Advisor Shares |
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 47.51% |
|
|
| Raymond
James & Assoc, Inc. FBO Weber and Weber Inc 1011 Burke
St Winston Salem, NC 27101-2412 |
| 6.48% |
(1) |
|
| Raymond
James & Assoc, Inc. FBO Margaret E. Jarboe Trust St. Mary's
City, MD 20686-0055 |
| 5.81% |
(1) |
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 5.14% |
|
Brown
Advisory Total Return Fund Institutional Shares |
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 31.36% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 17.25% |
|
|
| Capinco c/o
U.S. Bank, NA 1555 RiverCenter DR. Ste 302 Milwaukee, WI
53212-3958 |
| 16.26% |
|
|
| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 11.00% |
|
|
| SEI
Investments Guernsey LTD. SEI Nominees Guernsey LTD. RE SEI
Investments, Attn: SWP RECS 1st FL Alphabeta 14-18 Finsbury Sq.
London, United Kingdom EC2A 1BR |
| 9.29% |
|
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 5.83% |
|
|
| Brown
Brothers Harriman & Co. Attn Mutual Funds Services 140 Broadway
New York, NY 1005-1108 |
| 5.52% |
|
Brown
Advisory Total Return Fund Investor Shares |
| Saxon
& Co. PO Box 94597 Cleveland, OH 44101-4597 |
| 66.59% |
|
|
| T
Rowe Price Retirement Plan Services FBO Retirement Plan
Clients 4515 Painters Mill Rd Owings Mills, MD 21117-4903 |
| 20.79% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 5.04% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fund |
| Shareholder
and Address |
| Percentage
of Class Owned |
Brown
Advisory Sustainable Bond Fund Institutional Shares |
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 41.10% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 27.76% |
|
|
| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 7.70% |
|
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 6.18% |
|
Brown
Advisory Sustainable Bond Fund Investor Shares |
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 40.64% |
|
|
| LPL
Financial LLC FBO Customer Accounts Attn Mutual Funds
Operations 4707 Executive Dr San Diego, CA 92121-3091 |
| 26.90% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 10.89% |
|
|
| American
Enterprise Investment SVC 7072nd Ave S Minneapolis, MN
55402-2405 |
| 8.56% |
|
|
| T
Rowe Price Retirement Plan Services FBO Retirement Plan Clients
4515 Painters Mill Rd Owings MIlls, MD 21117-4903 |
| 5.22% |
|
Brown
Advisory Maryland Bond Fund Investor Shares |
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 59.77% |
|
|
| Band
& Co. c/o U.S. Bank, NA 1555 N RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 17.69% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 11.83% |
|
Brown
Advisory Tax-Exempt Bond Fund Institutional Shares |
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 44.89% |
|
|
| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 23.27% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fund |
| Shareholder
and Address |
| Percentage
of Class Owned |
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 23.12% |
|
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 5.05% |
|
Brown
Advisory Tax-Exempt Bond Fund Investor Shares |
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 39.99% |
|
|
| SEI
Investments Guernsey LTD. SEI Nominees Guernsey LTD. RE SEI
Investments, Attn: SWP RECS 1st FL Alphabeta 14-18 Finsbury Sq.
London, United Kingdom EC2A 1BR |
| 15.89% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 12.33% |
|
|
| JP
Morgan Securities LLC For the Exclusive Benefit of Customers 4
Chase Metrotech Center 3rd Floor Mutual Fund Dept Brooklyn, NY
11245-0003 |
| 9.91% |
|
|
| Christopher
& Cyndi Goeser Trust Salem, OR 97302-3941 |
| 7.77% |
(1) |
|
| Pershing
LLC 1 Pershing Plz FL 14 Jersey City NJ 07399-2052 |
| 5.72% |
|
Brown
Advisory Tax-Exempt Sustainable Bond Fund Investor Shares |
| Washinco 1555
RiverCenter Dr. Ste 302 Milwaukee, WI 53212-3958 |
| 46.82% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 38.76% |
|
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 6.02% |
|
|
| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 5.68% |
|
Brown
Advisory Mortgage Securities Fund Institutional Shares |
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 28.04% |
|
|
| Saxon
& Co. P.O. Box 94597 Cleveland, OH 44101-4597 |
| 18.20% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fund |
| Shareholder
and Address |
| Percentage
of Class Owned |
|
| SEI
Private Trust Company Attn: Mutual Funds Admin One Freedom Valley
Drive Oaks, PA 19456-9989 |
| 18.06% |
|
|
| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 11.32% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 11.19% |
|
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901
|
| 5.14% |
|
Brown
Advisory Mortgage Securities Fund Investor Shares |
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 52.47% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 35.87% |
|
Brown
Advisory - WMC Strategic European Equity Fund Institutional
Shares |
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 42.46% |
|
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 15.91% |
|
|
| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 14.08% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 11.65% |
|
|
| JP
Morgan Securities LLC For the Exclusive Benefit of Customers 4
Chase Metrotech Center 3rd Floor Mutual Fund Dept Brooklyn, NY
11245-0003 |
| 7.89% |
|
Brown
Advisory - WMC Strategic European Equity Fund Investor Shares |
| Pershing
LLC 1 Pershing PLZ, FL 14 Jersey City, NJ 07399-2052 |
| 53.65% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 10.95% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fund |
| Shareholder
and Address |
| Percentage
of Class Owned |
|
| Morgan
Stanley Smith Barney LLC Special Custody Acct for Exclusive Benefit of
Cust of MSSB 1 New York Plz, FL 12 New York, NY 10004-1932 |
| 7.50% |
|
|
| JP
Morgan Securities LLC For the Exclusive Benefit of Customers 4
Chase Metrotech Center 3rd Floor Mutual Fund Dept Brooklyn, NY
11245-0003 |
| 6.85% |
|
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 6.41% |
|
|
| T
Rowe Price Retirement Plan Services FBO Retirement Plan Clients 4515
Painters Mill Road Owings Mills, MD 21117-4903 |
| 5.67% |
|
Brown
Advisory - WMC Strategic European Equity Fund Advisor Shares |
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 77.50% |
|
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 13.21% |
|
Brown
Advisory Emerging Markets Select Fund Institutional Shares |
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 42.67% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 24.76% |
|
|
| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 15.92% |
|
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 7.85% |
|
Brown
Advisory Emerging Markets Select Fund Investor Shares |
| T
Rowe Price Retirement Plan Services FBO Retirement Plan Clients 4515
Painters Mill Road Owings Mills, MD 21117-4903 |
| 57.82% |
|
|
| Henry
Hopkins c/o Brown Advisory LLC 901 South Bond St Baltimore, MD
21231 |
| 21.25% |
(1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Fund |
| Shareholder
and Address |
| Percentage
of Class Owned |
|
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 13.93% |
|
Brown
Advisory Emerging Markets Select Fund Advisor Shares |
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 67.13% |
|
|
| Pershing
LLC 1 Pershing PLZ, FL 14 Jersey City, NJ 07399-2052 |
| 12.35% |
|
|
| Morgan
Stanley Smith Barney LLC For the Exclusive Benefit of Its
Customers 1 New York Plz, FL 39th New York, NY 10004-1932 |
| 5.94% |
|
Brown
Advisory - Beutel Goodman Large-Cap Value Fund Institutional
Shares |
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 47.05% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 18.44% |
|
|
| Band
& Co. c/o U.S. Bank, NA 1555 N Rivercenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 12.06% |
|
Brown
Advisory - Beutel Goodman Large-Cap Value Fund Investor Shares |
| Charles
Schwab & Co., Inc. Special Custody A/C FBO Customers Attn:
Mutual Funds 211 Main St San Francisco, CA 94105-1901 |
| 39.19% |
|
|
| National
Financial Services LLC 200 Liberty St New York, NY
10281-1015 |
| 31.96% |
|
|
| Raymond
James & Associates Inc. 880 Carillon Pkwy St. Petersburg, FL
33716-1100 |
| 20.49% |
|
|
| Washington
& Co. c/o U.S. Bank, NA 1555 RiverCenter Dr. Ste
302 Milwaukee, WI 53212-3958 |
| 7.58% |
|
(1)Indicates
beneficial ownership.
Proxy
Voting Procedures
The
Board has adopted Proxy Voting Policies and Procedures (the “Trust Proxy Voting
Policies”) on behalf of the Trust which delegate the responsibility for voting
proxies to the Adviser or Sub-Advisers, as applicable, subject to the Board’s
continuing oversight. The Trust Proxy Voting Policies require that the Adviser
and the Sub-Advisers vote proxies received in a manner consistent with the best
interests of the Funds and their shareholders. The Adviser has adopted its own
separate Proxy Voting Policies and Procedures (the “Adviser’s Proxy Voting
Policies”) and each of the Sub-Advisers have adopted their own respective Proxy
Voting Policies and Procedures (the “Sub-
Adviser
Proxy Voting Policies”), and copies of the Adviser’s Proxy Voting Policies and
copies of the Sub-Adviser Proxy Voting Policies are attached hereto in
Appendix
B
to this SAI.
The
Adviser and each of the Sub-Advisers recognize that under certain circumstances
they may have a conflict of interest in voting proxies on behalf of the Funds. A
“conflict of interest,” means any circumstance when the Adviser or the
applicable Sub-Adviser (including their respective officers, directors, agents
and employees) knowingly does business with, receives compensation from, or sits
on the board of, a particular issuer or closely affiliated entity, and,
therefore, may appear to have a conflict of interest between its own interests
and the interests of the Funds and their shareholders in how proxies of that
particular issuer are voted. The Adviser and each of the Sub-Advisers will
comply with the Trust Proxy Voting Procedures as they relate to the resolution
of conflicts of interest with respect to voting shares of the Funds.
The
Trust will file a Form N-PX containing each Fund’s complete proxy voting record
for the 12-months ended June 30, no later than August 31st of each year. Form
N-PX for the Funds will be available without charge, upon request, by calling
(800) 540-6807 (toll free) or (414) 203-9064 and also on the SEC’s website at
www.sec.gov.
Code
of Ethics
The
Trust, the Adviser, the Sub-Advisers and the Distributor have each adopted a
code of ethics under Rule 17j-1 of the 1940 Act which are designed to eliminate
conflicts of interest between the Funds and personnel of the Trust, the Adviser,
the Sub-Advisers and the Distributor. The codes permit such personnel to invest
in securities, including securities that may be purchased or held by the Funds,
subject to certain limitations.
Registration
Statement
This
SAI and the Prospectus do not contain all the information included in the
Trust’s registration statement filed with the SEC under the 1933 Act with
respect to the securities offered hereby. The registration statement, including
the exhibits filed therewith, are available on the SEC’s website at www.sec.gov.
Statements
contained herein and in the Prospectus as to the contents of any contract or
other documents are not necessarily complete, and, in each instance, are
qualified by, reference to the copy of such contract or other documents filed as
exhibits to the registration statement.
Capital
Stock
The
Declaration of Trust authorizes the Board of Trustees to issue an unlimited
number of shares, which are shares of beneficial interest. The
Trust’s Declaration of Trust authorizes the Board of Trustees to divide or
redivide any unissued shares of the Trust into one or more additional series by
setting or changing in any one or more respects their respective preferences,
conversion or other rights, voting power, restrictions, limitations as to
dividends, qualifications, and terms and conditions of redemption, and to
establish separate classes of shares. Shares have no subscription or
preemptive rights and only such conversion or exchange rights as the Board of
Trustees may grant in its discretion. When issued for payment as
described in the Prospectus and this SAI, the shares will be fully paid and
non-assessable.
The
Board of Trustees has authorized three separate classes of shares for each Fund
- Institutional Shares, Investor Shares and Advisor Shares. The shares of
each class of the Fund represent an interest in the same portfolio of
investments of the Fund. Some classes may currently not be available for sale by
a Fund.
With
respect to voting rights of shareholders, each share outstanding entitles the
holder to one vote. On certain issues, such as the election of Trustees,
all shares of the Trust vote together. The shareholders of a Fund,
however, would vote separately on issues affecting only that Fund, such as the
approval of a change in a fundamental investment restriction for the Fund.
Also, the shareholders of a particular class will vote separately on issues
affecting only that particular class.
With
respect to dividend rights, the shareholders of each class of a Fund are
entitled to receive dividends or other distributions declared by the Fund for
each such class. No shares of the Funds have priority or preference over any
other shares of the Funds with respect to distributions. Distributions will be
made from the assets of a Fund and will be paid pro rata to all shareholders of
a particular class according to the number of shares of the class held by
shareholders on the record date. The amount of dividends per share may
vary between separate share classes of a Fund based upon differences in the net
asset values of the different classes and differences in the way that expenses
are allocated between share classes pursuant to a multiple class plan approved
by the Funds’ Board of Trustees.
Financial
Statements
The
Annual
Report
to Shareholders for the Funds for the fiscal year ended June 30, 2022 is a
separate document supplied with this SAI and the financial statements,
accompanying notes and reports of independent registered public accounting firm
appearing therein are incorporated by reference in this SAI.
Copies
of the Annual Report to Shareholders may be obtained, without charge, upon
request by contacting U.S. Bank Global Fund Services at the address or telephone
number listed on the cover of this SAI. Once available, copies of their Annual
Report to Shareholders may be obtained, without charge, upon request by
contacting U.S. Bank Global Fund Services at the address or telephone number
listed on the cover of this SAI.
Short-Term
Credit Ratings
An
S&P
Global Ratings short-term
issue credit rating is generally assigned to those obligations considered
short-term in the relevant market. The following summarizes the rating
categories used by S&P Global Ratings for short-term issues:
“A-1”
- A short-term obligation rated “A-1” is rated in the highest category by
S&P Global Ratings. The obligor’s capacity to meet its financial commitments
on the obligation is strong. Within this category, certain obligations are
designated with a plus sign (+). This indicates that the obligor’s capacity to
meet its financial commitment on these obligations is extremely
strong.
“A-2”
- A short-term obligation rated “A-2” is somewhat more susceptible to the
adverse effects of changes in circumstances and economic conditions than
obligations in higher rating categories. However, the obligor’s capacity to meet
its financial commitments on the obligation is satisfactory.
“A-3”
- A short-term obligation rated “A-3” exhibits adequate protection parameters.
However, adverse economic conditions or changing circumstances are more likely
to weaken an obligor’s capacity to meet its financial commitments on the
obligation.
“B”
- A short-term obligation rated “B” is regarded as vulnerable and has
significant speculative characteristics. The obligor currently has the capacity
to meet its financial commitments; however, it faces major ongoing uncertainties
that could lead to the obligor’s inadequate capacity to meet its financial
commitments.
“C”
- A short-term obligation rated “C” is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitments on the obligation.
“D”
- A short-term obligation rated “D” is in default or in breach of an imputed
promise. For non-hybrid capital instruments, the “D” rating category is used
when payments on an obligation are not made on the date due, unless S&P
Global Ratings believes that such payments will be made within any stated grace
period. However, any stated grace period longer than five business days will be
treated as five business days. The “D” rating also will be used upon the filing
of a bankruptcy petition or the taking of a similar action and where default on
an obligation is a virtual certainty, for example due to automatic stay
provisions. A rating on an obligation is lowered to “D” if it is subject to a
distressed exchange offer.
Local
Currency and Foreign Currency Ratings - S&P Global Ratings’ issuer credit
ratings make a distinction between foreign currency ratings and local currency
ratings. A foreign currency rating on an issuer will differ from the local
currency rating on it when the obligor has a different capacity to meet its
obligations denominated in its local currency, versus obligations denominated in
a foreign currency.
“NR”
- This indicates that a rating has not been assigned or is no longer
assigned.
Moody’s
Investors Service (“Moody’s”)
short-term ratings are forward-looking opinions of the relative credit risks of
financial obligations with an original maturity of thirteen months or less and
reflect both on the likelihood of a default or impairment on contractual
financial obligations and the expected financial loss suffered in the event of
default or impairment.
Moody’s
employs the following designations to indicate the relative repayment ability of
rated issuers:
“P-1”
- Issuers (or supporting institutions) rated Prime-1 have a superior ability to
repay short-term debt obligations.
“P-2”
- Issuers (or supporting institutions) rated Prime-2 have a strong ability to
repay short-term debt obligations.
“P-3”
- Issuers (or supporting institutions) rated Prime-3 have an acceptable ability
to repay short-term obligations.
“NP”
- Issuers (or supporting institutions) rated Not Prime do not fall within any of
the Prime rating categories.
“NR”
- Is assigned to an unrated issuer.
Fitch,
Inc. / Fitch Ratings Ltd. (“Fitch”)
short-term issuer or obligation rating is based in all cases on the short-term
vulnerability to default of the rated entity and relates to the capacity to meet
financial obligations in accordance with the documentation governing the
relevant obligation. Short-term deposit ratings may be adjusted for loss
severity. Short-term ratings are assigned to obligations whose initial maturity
is viewed as “short-term” based on market convention.1
Typically, this means up to 13 months for corporate, sovereign, and structured
obligations and up to 36 months for obligations in U.S. public finance markets.
The following summarizes the rating categories used by Fitch for short-term
obligations:
“F1”
- Securities possess the highest short-term credit quality. This designation
indicates the strongest intrinsic capacity for timely payment of financial
commitments; may have an added “+” to denote any exceptionally strong credit
feature.
“F2”
- Securities possess good short-term credit quality. This designation indicates
good intrinsic capacity for timely payment of financial
commitments.
“F3”
- Securities possess fair short-term credit quality. This designation indicates
that the intrinsic capacity for timely payment of financial commitments is
adequate.
“B”
- Securities possess speculative short-term credit quality. This designation
indicates minimal capacity for timely payment of financial commitments, plus
heightened vulnerability to near term adverse changes in financial and economic
conditions.
“C”
- Securities possess high short-term default risk. Default is a real
possibility.
“RD”
- Restricted default. Indicates an entity that has defaulted on one or more of
its financial commitments, although it continues to meet other financial
obligations. Typically applicable to entity ratings only.
“D”
- Default. Indicates a broad-based default event for an entity, or the default
of a short-term obligation.
Plus
(+) or minus (-) - The “F1” rating may be modified by the addition of a plus (+)
or minus (-) sign to show the relative status within that major rating category.
“NR”
- Is assigned to an unrated issue of a rated issuer.
The
DBRS
Morningstar®
Ratings Limited (“DBRS Morningstar”)
short-term debt rating scale provides an opinion on the risk that an issuer will
not meet its short-term financial obligations in a timely manner. Ratings are
based on quantitative and qualitative considerations relevant to the issuer and
the relative ranking of claims. The R-1 and R-2 rating categories are further
denoted by the sub-categories “(high)”, “(middle)”, and “(low)”.
The
following summarizes the ratings used by DBRS Morningstar for commercial paper
and short-term debt:
“R-1
(high)”
-
Short-term
debt rated “R-1 (high)” is of the highest credit quality. The capacity for the
payment of short-term financial obligations as they fall due is exceptionally
high. Unlikely to be adversely affected by future events.
1
A long-term rating can also be used to rate an issue with short maturity.
“R-1
(middle)” - Short-term debt rated “R-1 (middle)” is of superior credit quality.
The capacity for the payment of short-term financial obligations as they fall
due is very high. Differs from “R-1 (high)” by a relatively modest degree.
Unlikely to be significantly vulnerable to future events.
“R-1
(low)” - Short-term debt rated “R-1 (low)” is of good credit quality. The
capacity for the payment of short-term financial obligations as they fall due is
substantial. Overall strength is not as favorable as higher rating categories.
May be vulnerable to future events, but qualifying negative factors are
considered manageable.
“R-2
(high)” - Short-term debt rated “R-2 (high)” is considered to be at the upper
end of adequate credit quality. The capacity for the payment of short-term
financial obligations as they fall due is acceptable. May be vulnerable to
future events.
“R-2
(middle)” - Short-term debt rated “R-2 (middle)” is considered to be of adequate
credit quality. The capacity for the payment of short-term financial obligations
as they fall due is acceptable. May be vulnerable to future events or may be
exposed to other factors that could reduce credit quality.
“R-2
(low)” - Short-term debt rated “R-2 (low)” is considered to be at the lower end
of adequate credit quality. The capacity for the payment of short-term financial
obligations as they fall due is acceptable. May be vulnerable to future events.
A number of challenges are present that could affect the issuer’s ability to
meet such obligations.
“R-3”
- Short-term debt rated “R-3” is considered to be at the lowest end of adequate
credit quality. There is a capacity for the payment of short-term financial
obligations as they fall due. May be vulnerable to future events and the
certainty of meeting such obligations could be impacted by a variety of
developments.
“R-4”
- Short-term debt rated “R-4” is considered to be of speculative credit quality.
The capacity for the payment of short-term financial obligations as they fall
due is uncertain.
“R-5”
- Short-term debt rated “R-5” is considered to be of highly speculative credit
quality. There is a high level of uncertainty as to the capacity to meet
short-term financial obligations as they fall due.
“D”
- Short-term debt rated “D” is assigned when the issuer has filed under any
applicable bankruptcy, insolvency or winding up statute or there is a failure to
satisfy an obligation after the exhaustion of grace periods, a downgrade to “D”
may occur. DBRS Morningstar may also use “SD” (Selective Default) in cases where
only some securities are impacted, such as the case of a “distressed
exchange”.
Long-Term
Credit Ratings
The
following summarizes the ratings used by S&P
Global Ratings for
long-term issues:
“AAA”
- An obligation rated “AAA” has the highest rating assigned by S&P Global
Ratings. The obligor’s capacity to meet its financial commitments on the
obligation is extremely strong.
“AA”
- An obligation rated “AA” differs from the highest-rated obligations only to a
small degree. The obligor’s capacity to meet its financial commitments on the
obligation is very strong.
“A”
- An obligation rated “A” is somewhat more susceptible to the adverse effects of
changes in circumstances and economic conditions than obligations in
higher-rated categories.
However,
the obligor’s capacity to meet its financial commitments on the obligation is
still strong.
“BBB”
- An obligation rated “BBB” exhibits adequate protection parameters. However,
adverse economic conditions or changing circumstances are more likely to weaken
the obligor’s capacity to meet its financial commitments on the
obligation.
“BB,”
“B,” “CCC,” “CC” and “C” - Obligations rated “BB,” “B,” “CCC,” “CC” and “C” are
regarded as having significant speculative characteristics. “BB” indicates the
least degree of speculation and “C” the highest. While such obligations will
likely have some quality and protective characteristics, these may be outweighed
by large uncertainties or major exposure to adverse conditions.
“BB”
- An obligation rated “BB” is less vulnerable to nonpayment than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions that could lead to the
obligor’s inadequate capacity to meet its financial commitments on the
obligation.
“B”
- An obligation rated “B” is more vulnerable to nonpayment than obligations
rated “BB”, but the obligor currently has the capacity to meet its financial
commitments on the obligation. Adverse business, financial, or economic
conditions will likely impair the obligor’s capacity or willingness to meet its
financial commitments on the obligation.
“CCC”
- An obligation rated “CCC” is currently vulnerable to nonpayment and is
dependent upon favorable business, financial, and economic conditions for the
obligor to meet its financial commitments on the obligation. In the event of
adverse business, financial, or economic conditions, the obligor is not likely
to have the capacity to meet its financial commitments on the
obligation.
“CC”
- An obligation rated “CC” is currently highly vulnerable to nonpayment. The
“CC” rating is used when a default has not yet occurred but S&P Global
Ratings expects default to be a virtual certainty, regardless of the anticipated
time to default.
“C”
- An obligation rated “C” is currently highly vulnerable to nonpayment, and the
obligation is expected to have lower relative seniority or lower ultimate
recovery compared with obligations that are rated higher.
“D”
- An obligation rated “D” is in default or in breach of an imputed promise. For
non-hybrid capital instruments, the “D” rating category is used when payments on
an obligation are not made on the date due, unless S&P Global Ratings
believes that such payments will be made within five business days in the
absence of a stated grace period or within the earlier of the stated grace
period or 30 calendar days. The “D” rating also will be used upon the filing of
a bankruptcy petition or the taking of similar action and where default on an
obligation is a virtual certainty, for example due to automatic stay provisions.
An obligation’s rating is lowered to “D” if it is subject to a distressed
exchange offer.
Plus
(+) or minus (-) - The ratings from “AA” to “CCC” may be modified by the
addition of a plus (+) or minus (-) sign to show relative standing within the
rating categories.
“NR”
- This indicates that a rating has not been assigned, or is no longer
assigned.
Local
Currency and Foreign Currency Risks - S&P Global Ratings’ issuer credit
ratings make a distinction between foreign currency ratings and local currency
ratings. An issuer’s foreign currency rating will differ from its local currency
rating on it when the obligor has a different capacity to meet its obligations
denominated in its local currency, versus obligations denominated in a foreign
currency.
Moody’s
long-term ratings are forward-looking opinions of the relative credit risks of
financial obligations with an original maturity of one year or more. Such
ratings reflect both on the likelihood of default or impairment on contractual
financial obligations and the expected financial loss suffered in the event of
default or impairment. The following summarizes the ratings used by Moody’s for
long-term debt:
“Aaa”
- Obligations rated “Aaa” are judged to be of the highest quality, subject to
the lowest level of credit risk.
“Aa”
- Obligations rated “Aa” are judged to be of high quality and are subject to
very low credit risk.
“A”
- Obligations rated “A” are judged to be upper-medium grade and are subject to
low credit risk.
“Baa”
- Obligations rated “Baa” are judged to be medium-grade and subject to moderate
credit risk and as such may possess certain speculative characteristics.
“Ba”
- Obligations rated “Ba” are judged to be speculative and are subject to
substantial credit risk.
“B”
- Obligations rated “B” are considered speculative and are subject to high
credit risk.
“Caa”
- Obligations rated “Caa” are judged to be speculative of poor standing and are
subject to very high credit risk.
“Ca”
- Obligations rated “Ca” are highly speculative and are likely in, or very near,
default, with some prospect of recovery of principal and interest.
“C”
- Obligations rated “C” are the lowest rated and are typically in default, with
little prospect for recovery of principal or interest.
Note:
Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating
classification from “Aa” through “Caa.” The modifier 1 indicates that the
obligation ranks in the higher end of its generic rating category; the modifier
2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the
lower end of that generic rating category.
“NR”
- Is assigned to unrated obligations.
The
following summarizes long-term ratings used by Fitch:
“AAA”
- Securities considered to be of the highest credit quality. “AAA” ratings
denote the lowest expectation of credit risk. They are assigned only in cases of
exceptionally strong capacity for payment of financial commitments. This
capacity is highly unlikely to be adversely affected by foreseeable
events.
“AA”
- Securities considered to be of very high credit quality. “AA” ratings denote
expectations of very low credit risk. They indicate very strong capacity for
payment of financial commitments. This capacity is not significantly vulnerable
to foreseeable events.
“A”
- Securities considered to be of high credit quality. “A” ratings denote
expectations of low credit risk. The capacity for payment of financial
commitments is considered strong. This capacity may, nevertheless, be more
vulnerable to adverse business or economic conditions than is the case for
higher ratings.
“BBB”
- Securities considered to be of good credit quality. “BBB” ratings indicate
that expectations of credit risk are currently low. The capacity for payment of
financial commitments is considered adequate, but adverse business or economic
conditions are more likely to impair this capacity.
“BB”
- Securities considered to be speculative. “BB” ratings indicate that there is
an elevated vulnerability to credit risk, particularly in the event of adverse
changes in business or economic conditions over time; however, business or
financial alternatives may be available to allow financial commitments to be
met.
“B”
- Securities considered to be highly speculative. “B” ratings indicate that
material credit risk is present.
“CCC”
- A “CCC” rating indicates that substantial credit risk is present.
“CC”
- A “CC” rating indicates very high levels of credit risk.
“C”
- A “C” rating indicates exceptionally high levels of credit risk.
Defaulted
obligations typically are not assigned “RD” or “D” ratings but are instead rated
in the “CCC” to “C” rating categories, depending on their recovery prospects and
other relevant characteristics. Fitch believes that
this
approach better aligns obligations that have comparable overall expected loss
but varying vulnerability to default and loss.
Plus
(+) or minus (-) may be appended to a rating to denote relative status within
major rating categories. Such suffixes are not added to the “AAA” obligation
rating category, or to corporate finance obligation ratings in the categories
below “CCC”.
“NR”
- Is assigned to an unrated issue of a rated issuer.
The
DBRS
Morningstar
long-term rating scale provides an opinion on the risk of default. That is, the
risk that an issuer will fail to satisfy its financial obligations in accordance
with the terms under which an obligation has been issued. Ratings are based on
quantitative and qualitative considerations relevant to the issuer, and the
relative ranking of claims. All rating categories other than AAA and D also
contain subcategories “(high)” and “(low)”. The absence of either a “(high)” or
“(low)” designation indicates the rating is in the middle of the category. The
following summarizes the ratings used by DBRS Morningstar for long-term
debt:
“AAA”
- Long-term debt rated “AAA” is of the highest credit quality. The capacity for
the payment of financial obligations is exceptionally high and unlikely to be
adversely affected by future events.
“AA”
- Long-term debt rated “AA” is of superior credit quality. The capacity for the
payment of financial obligations is considered high. Credit quality differs from
“AAA” only to a small degree. Unlikely to be significantly vulnerable to future
events.
“A”
- Long-term debt rated “A” is of good credit quality. The capacity for the
payment of financial obligations is substantial, but of lesser credit quality
than “AA.” May be vulnerable to future events, but qualifying negative factors
are considered manageable.
“BBB”
- Long-term debt rated “BBB” is of adequate credit quality. The capacity for the
payment of financial obligations is considered acceptable. May be vulnerable to
future events.
“BB”
-
Long-term
debt rated “BB” is of speculative, non-investment grade credit quality. The
capacity for the payment of financial obligations is uncertain. Vulnerable to
future events.
“B”
- Long-term debt rated “B” is of highly speculative credit quality. There is a
high level of uncertainty as to the capacity to meet financial
obligations.
“CCC”,
“CC” and “C” - Long-term debt rated in any of these categories is of very highly
speculative credit quality. In danger of defaulting on financial obligations.
There is little difference between these three categories, although “CC” and “C”
ratings are normally applied to obligations that are seen as highly likely to
default, or subordinated to obligations rated in the “CCC” to “B” range.
Obligations in respect of which default has not technically taken place but is
considered inevitable may be rated in the “C” category.
“D”
-
A
security rated “D” is assigned when the issuer has filed under any applicable
bankruptcy, insolvency or winding up statute or there is a failure to satisfy an
obligation after the exhaustion of grace periods, a downgrade to “D” may occur.
DBRS Morningstar may also use “SD”
(Selective
Default) in cases where only some securities are impacted, such as the case of a
“distressed exchange”.
Municipal
Note Ratings
An
S&P
Global Ratings U.S.
municipal note rating reflects S&P Global Ratings’ opinion about the
liquidity factors and market access risks unique to the notes. Notes due in
three years or less will likely receive a note rating. Notes with an original
maturity of more than three years will most likely receive a long-term debt
rating. In determining which type of rating, if any, to assign, S&P Global
Ratings’ analysis will review the following considerations:
Amortization
schedule - the larger the final maturity relative to other maturities, the more
likely it will be treated as a note; and
Source
of payment - the more dependent the issue is on the market for its refinancing,
the more likely it will be treated as a note.
Municipal
Short-Term Note rating symbols are as follows:
“SP-1”
- A municipal note rated “SP-1” exhibits a strong capacity to pay principal and
interest. An issue determined to possess a very strong capacity to pay debt
service is given a plus (+) designation.
“SP-2”
- A municipal note rated “SP-2” exhibits a satisfactory capacity to pay
principal and interest, with some vulnerability to adverse financial and
economic changes over the term of the notes.
“SP-3”
- A municipal note rated “SP-3” exhibits a speculative capacity to pay principal
and interest.
“D”
- This rating is assigned upon failure to pay the note when due, completion of a
distressed exchange offer, or the filing of a bankruptcy petition or the taking
of similar action and where default on an obligation is a virtual certainty, for
example due to automatic stay provisions.
Moody’s
uses the global short-term Prime rating scale (listed above under Short-Term
Credit Ratings) for commercial paper issued by U.S. municipalities and
nonprofits. These commercial paper programs may be backed by external letters of
credit or liquidity facilities, or by an issuer’s self-liquidity.
For
other short-term municipal obligations, Moody’s uses one of two other short-term
rating scales, the Municipal Investment Grade (“MIG”) and Variable Municipal
Investment Grade (“VMIG”) scales provided below.
Moody’s
uses the MIG scale for U.S. municipal cash flow notes, bond anticipation notes
and certain other short-term obligations, which typically mature in three years
or less. Under certain circumstances, Moody’s uses the MIG scale for bond
anticipation notes with maturities of up to five years.
MIG
Scale
“MIG-1”
- This designation denotes superior credit quality. Excellent protection is
afforded by established cash flows, highly reliable liquidity support, or
demonstrated broad-based access to the market for refinancing.
“MIG-2”
- This designation denotes strong credit quality. Margins of protection are
ample, although not as large as in the preceding group.
“MIG-3”
- This designation denotes acceptable credit quality. Liquidity and cash-flow
protection may be narrow, and market access for refinancing is likely to be less
well-established.
“SG”
- This designation denotes speculative-grade credit quality. Debt instruments in
this category may lack sufficient margins of protection.
“NR”
- Is assigned to an unrated obligation.
In
the case of variable rate demand obligations (“VRDOs”), a two-component rating
is assigned: a long or short-term debt rating and a demand obligation rating.
The long-term rating addresses the issuer’s ability to meet scheduled principal
and interests payments. The short-term demand obligation rating addresses the
ability of the issuer or the liquidity provider to make payments associated with
the purchase-price-upon demand feature (“demand feature”) of the VRDO. The
short-term demand obligation rating uses the VMIG scale. VMIG ratings with
liquidity support use as an input the short-term Counterparty Risk Assessment of
the support provider, or the long-term rating of the underlying obligor in the
absence of third party liquidity support. Transitions of VMIG Ratings of demand
obligations with conditional liquidity support differ from transitions on the
Prime scale to reflect the risk that external liquidity support will terminate
if the issuer’s long-term rating drops below investment grade.
Moody’s
typically assigns the VMIG short-term demand obligation rating if the frequency
of the demand feature is less than every three years. If the frequency of the
demand feature is less than three years but the purchase price is payable only
with remarketing proceeds, the short-term demand obligation rating is
“NR”.
“VMIG-1”
- This designation denotes superior credit quality. Excellent protection is
afforded by the superior short-term credit strength of the liquidity provider
and structural and legal protections that ensure the timely payment of purchase
price upon demand.
“VMIG-2”
- This designation denotes strong credit quality. Good protection is afforded by
the strong short-term credit strength of the liquidity provider and structural
and legal protections that ensure the timely payment of purchase price upon
demand.
“VMIG-3”
- This designation denotes acceptable credit quality. Adequate protection is
afforded by the satisfactory short-term credit strength of the liquidity
provider and structural and legal protections that ensure the timely payment of
purchase price upon demand.
“SG”
- This designation denotes speculative-grade credit quality. Demand features
rated in this category may be supported by a liquidity provider that does not
have a sufficiently strong short-term rating or may lack the structural and/or
legal protections necessary to ensure the timely payment of purchase price upon
demand.
“NR”
- Is assigned to an unrated obligation.
About
Credit Ratings
An
S&P
Global Ratings issue
credit rating is a forward-looking opinion about the creditworthiness of an
obligor with respect to a specific financial obligation, a specific class of
financial obligations, or a specific financial program (including ratings on
medium-term note programs and commercial paper programs). It takes into
consideration the creditworthiness of guarantors, insurers, or other forms of
credit enhancement on the obligation and takes into account the currency in
which the obligation is denominated. The opinion reflects S&P Global
Ratings’ view of the obligor’s capacity and willingness to meet its financial
commitments as they come due, and this opinion may assess terms, such as
collateral security and subordination, which could affect ultimate payment in
the event of default.
Ratings
assigned on Moody’s
global long-term and short-term rating scales are forward-looking opinions of
the relative credit risks of financial obligations issued by non-financial
corporates, financial institutions, structured finance vehicles, project finance
vehicles, and public sector entities.
Fitch’s
credit
ratings relating to issuers are an opinion on the relative ability of an entity
to meet financial commitments, such as interest, preferred dividends, repayment
of principal, insurance claims or counterparty obligations. Fitch credit ratings
are used by investors as indications of the likelihood of receiving the money
owed to them in accordance with the terms on which they invested. Fitch’s credit
ratings cover the global spectrum of corporate, sovereign financial, bank,
insurance, and public finance entities (including supranational and sub-national
entities) and the securities or other obligations they issue, as well as
structured finance securities backed by receivables or other financial
assets.
DBRS
Morningstar
provides independent credit ratings services for financial institutions,
corporate and sovereign entities and structured finance products and
instruments. Credit
ratings are forward-looking opinions about credit risk that reflect the
creditworthiness of an entity or security. The
Rating Committee process facilitates rating decisions, which are a collective
assessment of DBRS Morningstar’s opinion rather than the view of an individual
analyst. Ratings
are based on sufficient information that incorporates both global and local
considerations and the use of approved methodologies. They
are independent of any actual or perceived conflicts of interest. DBRS
Morningstar credit ratings are formed and disseminated based on established
methodologies, models and criteria (Methodologies) that apply to entities and
securities that we rate, including corporate finance issuers, financial
institutions, insurance companies, public finance and sovereign entities as well
as Structured Finance transactions. DBRS Morningstar methodologies are
periodically reviewed and updated by the team.
BROWN
ADVISORY LLC AND BROWN ADVISORY LIMITED
PROXY
VOTING POLICY ON SECURITIES
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firm receives proxy ballots on behalf of clients and shall vote such proxies
consistent with this Policy, which sets forth the firm’s standard approach to
voting on common proxy questions.
In
general, this Policy is designed to ensure that the firm votes proxies in the
best interest of clients, so as to promote the long-term economic value of the
underlying securities. These votes are informed by both financial and
extra-financial data, including material ESG factors.
Clients
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To
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to provide proxy research and voting recommendations. In addition, the firm
subscribes to ISS’s proxy vote management system, which provides a means to
receive and vote proxies, as well as services for record-keeping, auditing,
reporting and disclosure regarding votes. However, securities held within
institutional equity strategies are voted on a case-by-case basis, meaning, we
do not rely exclusively on the proxy policy, and complement our proxy provider’s
research with our own proprietary research to arrive at independent decisions,
when needed. The firm will regularly review our relationship with ISS in order
to assess its capacity and competency to provide services to the firm and to
review certain of its significant policies and procedures, including those
governing conflicts of interests, error identification and correction and
processes to evaluate additional information received during the proxy
process.
On
a regular basis, a list of upcoming proxies issued for companies held within the
institutional strategies are provided to the institutional portfolio managers.
Except in situations identified as presenting material conflicts of interest,
the institutional portfolio manager responsible for the institutional strategy
that holds the security may make the final voting decision based on a variety of
considerations. In circumstances where the securities are not held within an
institutional strategy, proxies will be voted according to Brown Advisory’s
policy, unless the client-specific guidelines provided by Brown Advisory to ISS
specify otherwise. Generally, Brown Advisory’s proxy voting philosophy is
aligned with ISS recommendations.
In
keeping with its fiduciary obligations to clients, the firm considers each proxy
voting proposal related to holdings in the firm’s institutional strategies on
its own merits and an independent determination is made based on the relevant
facts and circumstances, including both fundamental and ESG factors. Proxy
proposals include a wide range of routine and non-routine matters. The firm
generally votes with management on routine matters and takes a more case-by-case
approach regarding non-routine matters.
Voting
preferences of clients may differ based on values. The firm seeks to provide
clients with the opportunity to have proxies voted in line with these values.
From time to time, clients may prefer to select alternative voting guidelines
that better align with their values. In these cases, the firm will work with ISS
to identify an appropriate alternative policy. Where no appropriate alternative
policy is available, the firm will endeavor to work with the client to set up
appropriate guidelines and procedures to vote case-by-case.
Proxy
Voting Principles for Securities Held within our Institutional
Strategies
The
following principles serve as a foundation of our approach to proxy voting for
securities held within our institutional strategies. For these securities, Brown
Advisory’s equity research team has researched the company and generally is
well-informed of any issues material to the company’s business model and
practices. As such, we believe we are in a position to engage with companies on
these issues both through proxy voting and other engagement practices. Proxy
voting is a democratic process that offers shareholders the opportunity to have
their voice heard and express their sentiment as owners. For this reason, we
believe that the rights of shareholders with regard to these resolutions should
be protected by regulators to ensure that investors’ perspectives can always be
heard in a public forum. We seek to participate in industry-wide activities that
express support for these rights, such as sign-on letters and other initiatives
to communicate views to the SEC, FINRA and other regulatory bodies.
▪Proxy
voting is our fiduciary duty.
We hold ourselves responsible for aligning our investment decision-making
process and our proxy voting, in order to be consistent about what we seek from
companies we hold in our institutional portfolios. We seek investments that are
building and protecting long-term shareholder value, and we believe this is
reflected in all of our proxy voting decisions. Responsible management of ESG
issues is one input to achieving long-term shareholder value, and as such, we
are likely to support those shareholder proposals that encourage company action
on what we believe are material ESG risks or opportunities.
▪Transparency
is essential. Brown
Advisory is committed to providing proxy reporting and standardized disclosure
of our voting history, as well as publishing N-PX filings for our mutual funds
as required by law. Transparency is an important step in helping our clients
evaluate whether we uphold our stated principles within our Sustainable and ESG
strategies.
▪Bottom-up
due diligence should inform voting decisions. We
review each proposal that comes up for vote. Our analysts seek to dive below the
surface and fully understand the implications of especially complex and material
proposals. The recommendations of our proxy voting partner, ISS, are taken into
consideration but do not determine our final decisions.
▪Collaboration
with other stakeholders can inform our voting choice and amplify the signal of
our vote. We
collaborate on voting research, through dialogue between our analysts and
portfolio managers. Where additive and practicable, we also collaborate with
external stakeholders including company management, ISS, issue experts, ESG
research networks and other stakeholders. We believe this collaboration leads to
better-informed decisions, and in certain instances, collaboration can help to
send a stronger message to a company about how the investment community views a
given issue.
▪Proxy
voting can be a part of a larger program to encourage positive
changes.
Proxy voting is just one way to communicate with companies on risks and
opportunities. To complement our proxy voting process, and sometimes as a result
of it, our investment team might choose to pursue an extended engagement with a
company as it relates to any information found during the due-diligence process
for determining the vote.
Institutional
Proxy Voting Process
▪Proxy
voting for our institutional investment strategies is overseen by a Proxy Voting
Committee made up of equity research analysts, ESG research analysts, trading
operations team members, the Head of Sustainable Investing, our Director of
Equity Research and our General Counsel (among others).
▪The
Committee is responsible for overseeing the proxy voting process. Responsibility
for determining how a vote is cast, however, rests with our investment and ESG
research teams and, ultimately, with the portfolio managers for each Brown
Advisory equity investment strategy. While we use the recommendations of ISS as
a baseline for our voting, especially for routine management proposals, we vote
each proposal after consideration on a case-by-case basis.
▪Our
customized Proxy Voting Policy, developed in consultation with ISS, is reviewed
each year and aims to reflect our fundamental and ESG thinking, so as to achieve
as much alignment between recommendations and execution as possible, while still
enabling our case-by-case approach.
▪A
30-day outlook of upcoming proposals is circulated to our full equity investment
research team each week. Fundamental analysts guide vote recommendations on
management proposals, and ESG analysts guide vote recommendations on shareholder
proposals, with both groups working together to think through the relevant
issues.
▪Proposals
may require additional due diligence and benefit from collaborative
investigation, and this is determined on a case-by-case basis. Where necessary,
our analysts will conduct research on each proposal, which may include
information contained in public filings, policy recommendations and management
conversations. When additional proxy materials become available after a voting
determination is made, we will seek to consider such filings when they are made
sufficiently in advance and where we believe such information would reasonably
be expected to affect our voting determination. To enhance our analysis, we may
collaborate with our internal and external networks, the resolution filer and/or
associated coalition, ISS analysts about their recommendation, the company
itself and relevant industry experts. If our additional due diligence uncovers
factual errors, incompleteness or inaccuracies in the analysis or recommendation
underpinning our vote, the firm will bring this to the attention of
ISS.
▪The
majority of voting recommendations are in line with our Proxy Voting Policy, and
in these cases the vote is automatically cast accordingly.
▪When
our recommendation diverges from the Policy, the responsible analyst will
contact the portfolio managers who own the name and who have final
decision-making power. In most cases, the portfolio managers agree with the
analyst’s recommendation, in rare cases they may overrule. In either case, the
final recommendation is provided to Brown Advisory’s operations team, which
documents the rationale for the vote and ensures vote execution. All votes cast
against policy require approval from the firm’s General Counsel.
▪In
the event that portfolio managers of different strategies disagree on the vote
recommendation for a name they all own, a split vote may be conducted. In
general, this disagreement is due to portfolio managers having unique views on
an issue. A split vote divides all of the company’s shares held by Brown
Advisory and splits the vote in accordance with the strategy’s share ownership
to reflect the individual preferences of each strategy’s portfolio manager(s).
Split votes trigger a review from the Proxy Voting Committee, and such votes
must be approved by the firm’s General Counsel.
General
Positions
Below
is a summary of Brown Advisory’s general positions for voting on common proxy
questions when Brown Advisory is authorized to vote shares at its discretion
rather than by a client’s specific guidelines. Given the dynamic and
wide-ranging nature of corporate governance issues that may arise, this summary
is not intended to be exhaustive.
Management
Recommendations
Since
the quality and depth of management is a primary factor considered when
investing in an issuer, the recommendation of the issuer’s management on any
issue will be given substantial weight. Furthermore, Brown Advisory runs
concentrated equity portfolios which we believe generally results in holding
high quality companies that have strong and trustworthy management teams. This
quality bias results in our portfolio managers generally supporting management
proposals. Although proxies with respect to most issues are voted in line with
the recommendation of the issuer’s management, the firm will not blindly vote in
favor of management. The firm will not support proxy proposals or positions that
compromise clients’ best interests or that the firm determines may be
detrimental to the underlying value of client positions.
Election
of Directors.
Although
proxies will typically be voted for a management-proposed slate of directors,
the firm may vote against (or withhold votes for) such directors if there are
compelling corporate governance reasons for doing so. Some of these reasons
include where a director: attends less than 75% of board and relevant committee
meetings; is the CEO of a company where a serious restatement occurred after the
CEO certified the financial statements; served at a time when a poison pill was
adopted without shareholder approval within the prior year; is the CFO of the
company; has an interlocking directorship; has a perceived conflict of interest
(or the director’s immediate family member has a perceived conflict of
interest); or serves on an excessive number of boards.
The
firm seeks to support independent boards of directors comprised of members with
diverse backgrounds (including gender and race), a breadth and depth of relevant
experience (including sustainability), and a track record of positive, long-term
performance. The firm may vote against any boards that do not have the following
levels of diversity (i.e. directors who are women or other underrepresented
groups):
▪For
boards consisting of six or fewer directors, the firm may vote against the
Nominating Committee Chair where the board does not have one diverse director by
2022, and two diverse directors by 2024.
▪For
boards consisting of more than six directors, the firm may vote against the
Nominating Committee Chair where the board does not have 20% diverse board
members by 2022, and 30% diverse directors by 2024.
▪In
cases where the Nominating Committee Chair is not up for re-election, the firm
may vote against other board members including the Chair of the
board.
Separation
of the roles of Chairman and CEO is generally supported, but the firm will not
typically vote against a CEO who serves as chairman or director. In the absence
of an independent chairman, however, the firm generally supports the appointment
of a lead director with authority to conduct sessions outside the presence of
the insider chairman.
The
firm will typically vote against any inside director seeking appointment to a
key committee (audit, compensation, nominating or governance), since the firm
believes that the service of independent directors on such committees best
protects and enhances the interests of shareholders. Where insufficient
information is provided regarding performance metrics, or where pay is not tied
to performance (e.g., where management has excessive discretion to alter
performance terms or previously defined targets), the firm will typically vote
against the chair of the compensation committee.
Appointment
and Rotation of Auditors
Management
recommendations regarding selection of an auditor shall generally be supported,
but the firm will not support the ratification of an auditor when there appears
to be a hindrance on auditor independence, intentional accounting irregularity
or negligence by the auditor. Some examples include: when an auditing firm has
other relationships with the company that may suggest a conflict of interest;
when the auditor bears some responsibility for a restatement by the company;
when a company has aggressive accounting policies or lack of transparency in
financial statements; and when a company changes auditors as a result of
disagreement between the company and the auditor regarding accounting principles
or disclosure issues. The firm will generally support proposals for voluntary
auditor rotation with reasonable frequency and/or rationale.
Changes
in State of Incorporation or Capital Structure
Management
recommendations about reincorporation are generally supported unless the new
jurisdiction in which the issuer is reincorporating has laws that would dilute
the rights of shareholders of the issuer. The firm will generally vote against
reincorporation where it believes the financial benefits are minimal and there
is a decrease in shareholder rights. Shareholder proposals to change the
company’s place of incorporation will only be supported in exceptional
circumstances.
Proposals
to increase the number of authorized shares will be evaluated on a case-by-case
basis. Because adequate capital stock is important to the operation of a
company, the firm will generally support the authorization of additional shares,
unless the issuer has not disclosed a detailed plan for use of the shares, or
where the number of shares far exceeds those needed to accomplish a detailed
plan. Additionally, if the issuance of new shares will limit shareholder rights
or could excessively dilute the value of outstanding shares, then such proposals
will be supported only if they are in the best interest of the
client.
Corporate
Restructurings, Mergers and Acquisitions
These
proposals should be examined on a case-by-case basis because they are an
extension of an investment decision.
Proposals
Affecting Shareholder Rights
The
firm generally favors proposals that are likely to promote shareholder rights
and/or increase shareholder value. Proposals that seek to limit shareholder
rights, such as the creation of dual classes of stock, generally will not be
supported.
Anti-takeover
Issues
Measures
that impede takeovers or entrench management will be evaluated on a case-by-case
basis, taking into account the rights of shareholders, since the financial
interest of shareholders regarding buyout offers is so
substantial.
Although the firm generally opposes anti-takeover measures because they tend to
diminish shareholder rights and reduce management accountability, the firm
generally supports proposals that allow shareholders to vote on whether to
implement a “poison pill” plan (shareholder rights plan). In certain
circumstances, the firm may support a limited poison pill to accomplish a
particular objective, such as the closing of an important merger, or a pill that
contains a reasonable ‘qualifying offer’ provision. The firm generally supports
anti-greenmail proposals, which prevent companies from buying back company stock
at significant premiums from a large shareholder.
Shareholder
Action
The
firm generally supports proposals that allow shareholders to call special
meetings, with a minimum threshold of shareholders requesting such a meeting.
The firm believes that best practice for a minimum threshold of shareholders
required to call a special meeting is generally considered to be between 20-25%,
however the firm assesses this on a company-by-company basis. Proposals that
allow shareholders to act by written consent are also generally supported, if
there is a threshold of the minimum number of votes that would be necessary to
authorize the action at a meeting at which all shareholders entitled to vote
were present and voting.The firm believes that best practice for a minimum
threshold of shareholders required to act by written consent is generally
considered to be between 20-25%, however the firm assesses this on a
company-by-company basis. In order to assess the appropriateness of special
meeting and written consent provisions the firm would, for example, consider the
make-up of the existing investor base/ownership, to determine whether a small
number of investors could easily achieve the required threshold, as well as what
other mechanisms or governance provisions already exist for shareholders to
access management.
Proxy
Access
The
firm believes that shareholders should, under reasonable conditions, have the
right to nominate directors of a company. The firm believes that it is generally
in the best interest of shareholders for companies to provide shareholders with
reasonable opportunity to exercise this right, while also ensuring that
short-term investors or investors without substantial investment in the company
cannot abuse this right. In general, we believe that the appropriate threshold
for proxy access should permit up to 20 shareholders that collectively own 3% or
more of the company’s outstanding shares for 3 or more years to nominate the
greater of 2 directors or 20% of the board’s directors, however the firm
assesses this on a case-by-case basis.
Executive
Compensation.
Although
management recommendations should be given substantial weight, proposals
relating to executive compensation plans, including stock option plans and other
equity-based compensation, should be examined on a case-by-case basis to ensure
that the long-term interests of management and shareholders are properly
aligned. This alignment includes assessing whether compensation is tied to both
ESG and financial KPIs. Share count and voting power dilution should be
limited.
The
firm generally favors the grant of restricted stock units (RSUs) to executives,
since RSUs are an important component of compensation packages that link
executives’ compensation with their performance and that of the company. The
firm typically opposes caps on executive stock RSUs, since tying an executive’s
compensation to the performance of the company provides incentive to maximize
share value. The firm also supports equity grants to directors, which help align
the interests of outside directors with those of shareholders, although such
awards should not be performance-based, so that directors are not incentivized
in the same manner as executives.
Proposals
to reprice or exchange RSUs are reviewed on a case-by-case basis, but are
generally opposed. The firm generally will support a repricing only in limited
circumstances, such as if the stock decline mirrors the market or industry price
decline in terms of timing and magnitude and the exchange is not value
destructive to shareholders.
Although
matters of executive compensation should generally be left to the board’s
compensation committee, proposals to limit executive compensation will be
evaluated on a case-by-case basis.
The
firm generally supports shareholder proposals to allow shareholders an advisory
vote on compensation. Absent a compelling reason, companies should submit
say-on-pay votes to shareholders every year, since such votes promote valuable
communication between the board and shareholders regarding compensation. Where
there is an issue involving egregious or excessive bonuses, equity awards or
severance payments (including golden parachutes), the firm will generally vote
against a say-on-pay proposal. The firm may oppose the election of compensation
committee
members at companies that do not satisfactorily align executive compensation
with the interests of shareholders.
Environmental,
Social and Governance Issues
Shareholder
proposals regarding environmental, social and governance issues, in general, are
supported, especially when they would have a clear and direct positive financial
effect on shareholder value and would not be burdensome or impose unnecessary or
excessive costs on the issuer. The environmental, social and governance
proposals we generally support often result in increased reporting and
disclosure, which deepens our understanding of the risks and opportunities
pertaining to a specific company. Although policy decisions are typically better
left to management and the board, in cases where the firm believes a company has
not adequately mitigated significant ESG risks, the firm may vote against
directors.
Brown
Advisory broadly supports proposals that encourage the following considerations
that we believe are in the best long-term economic interest of our
clients:
Environment
▪Climate
change and emissions reporting, goal setting, and action
▪Water
quality, accessibility, and management
▪Responsible
and effective waste management
▪Energy
efficiency and renewable, lower-carbon energy sourcing
Social
▪Social
justice
▪Human
rights and responsible labor management
▪Data
privacy and AI ethics
Governance
▪Executive
compensation measures that are linked to ESG metrics
▪Diverse
and inclusive board composition
▪Transparency
with regard to political spending
Non-U.S.
Proxy Proposals
For
actively recommended issuers domiciled outside the United States, the firm may
follow ISS’s international proxy voting guidelines, including, in certain
circumstances, country-specific guidelines.
Conflicts
of Interest
A
“conflict of interest” means any circumstance when the firm or one of its
affiliates (including officers, directors and employees), or in the case where
the firm serves as investment adviser to a Brown Advisory Fund, when the Fund or
the principal underwriter, or one or more of their affiliates (including
officers, directors and employees), knowingly does a material amount of business
with, receives material compensation from, or sits on the board of, a particular
issuer or closely affiliated entity, and, therefore, may appear to have a
conflict of interest between its own interests and the interests of clients or
Fund shareholders in how proxies of that issuer are voted. For example, a
perceived conflict of interest may exist if an employee of the firm serves as a
director of an actively recommended issuer, or if the firm is aware that a
client serves as an officer or director of an actively recommended issuer.
Conflicts of interest will be resolved in a manner the firm believes is the best
interest of the client.
The
firm should vote proxies relating to such issuers in accordance with the
following procedures:
Routine
Matters and Immaterial Conflicts
The
firm may vote proxies for routine matters, and for non-routine matters that are
considered immaterial conflicts of interest, consistent with this Policy. A
conflict of interest will be considered material to the extent that it is
determined that such conflict has the potential to influence the firm’s
decision-making in voting a proxy. Materiality determinations will be made by
the Chief Compliance Officer or designee based upon an assessment of the
particular facts and circumstances.
Material
Conflicts and Non-Routine Matters
If
the firm believes that (a) it has a material conflict and (b) that the issue to
be voted upon is non-routine or is not covered by this Policy, then to avoid any
potential conflict of interest:
i.In
the case of a Fund, the firm shall contact the Fund board for a review and
determination;
ii.In
the case of all other conflicts or potential conflicts, the firm may “echo vote”
such shares, if possible, which means the firm will vote the shares in the same
proportion as the vote of all other holders of the issuer’s shares; OR in cases
when echo voting is not possible, the firm may defer to ISS recommendations,
abstain or vote in a manner that the firm, in consultation with the General
Counsel, believes to be in the best interest of the client
iii.If
the aforementioned options would not ameliorate the conflict or potential
conflict, then the firm may abstain from voting, as described
below.
Abstention
In
recognition of its fiduciary obligations, the firm generally endeavors to vote
the proxies it receives. However, the firm may abstain from voting proxies in
certain circumstances. For example, the firm may determine that abstaining from
voting is appropriate if voting is not in the best interest of the client. In
addition to abstentions due to material conflicts of interest, situations in
which we would not vote proxies might include:
▪Circumstances
where the cost of voting the proxy exceeds the expected benefits to the
client
▪Circumstances
where there are significant impediments to an efficient voting process,
including with respect to non-US issuers where the vote requires translations or
other burdensome conditions
▪Circumstances
where the vote would not reasonably be expected to have a material effect on the
value of the client’s investment.
Client-Specific
Guidelines
From
time to time clients may prefer to elect alternative voting guidelines in cases
where the guidelines previously outlined in this document do not align with the
client’s investment or value objectives. The firm seeks to provide clients with
the opportunity to have proxies voted in line with their values and objectives.
Where a client desires to elect alternative voting guidelines, the firm will
work with the client and ISS to identify appropriate alternative voting
guidelines. Where no appropriate pre-defined alternative guidelines are
available, the firm will endeavor to work with the client to define and set up
guidelines to vote proxies on a case-by-case basis. If the firm has not
previously implemented the alternative guidelines, members of the firm’s proxy
voting committee will review the policy to ensure alignment with our fiduciary
duty. The firm may recommend a departure from specific aspects of the selected
policy’s guidelines when it deems such a departure to be in the client’s best
interest.
Wellington
Management Company LLP
Global Proxy Policy and Procedures
INTRODUCTION
Wellington
Management has adopted and implemented policies and procedures that it believes
are reasonably designed to ensure that proxies are voted in the best interests
of clients for whom it exercises proxy-voting discretion.
Wellington
Management’s Proxy Voting Guidelines (the “Guidelines”) set forth broad
guidelines and positions on common proxy issues that Wellington Management uses
in voting on proxies. In addition, Wellington Management also considers each
proposal in the context of the issuer, industry and country or countries in
which the issuer’s business is conducted. The Guidelines are not rigid rules and
the merits of a particular proposal may cause Wellington Management to enter a
vote that differs from the Guidelines. Wellington Management seeks to vote all
proxies with the goal of increasing long-term client value and, while client
investment strategies may differ, applying this common set of guidelines is
consistent with the investment objective of achieving positive long-term
investment performance for each client.
STATEMENT
OF POLICY
Wellington
Management:
1.Votes
client proxies for which clients have affirmatively delegated proxy-voting
authority, in writing, unless it has arranged in advance with the client to
limit the circumstances in which it would exercise voting authority or
determines that it is in the best interest of one or more clients to refrain
from voting a given proxy.
2.Votes
all proxies in the best interests of the client for whom it is
voting.
3.Identifies
and resolves all material proxy-related conflicts of interest between the firm
and its clients in the best interests of the client.
RESPONSIBILITY
AND OVERSIGHT
The
Investment Research Group (“Investment Research”) monitors regulatory
requirements with respect to proxy voting and works with the firm’s Legal and
Compliance Group and the Investment Stewardship Committee to develop practices
that implement those requirements. Investment Research also acts as a resource
for portfolio managers and research analysts on proxy matters as needed.
Day-to-day administration of the proxy voting process is the responsibility of
Investment Research. The Investment Stewardship Committee is responsible for
oversight of the implementation of the Global Proxy Policy and Procedures,
review and approval of the Guidelines, identification and resolution of
conflicts of interest, and for providing advice and guidance on specific proxy
votes for individual issuers. The Investment Stewardship Committee reviews the
Global Proxy Policy and Procedures annually.
PROCEDURES
Use
of Third-Party Voting Agent
Wellington
Management uses the services of a third-party voting agent for research, voting
recommendations, and to manage the administrative aspects of proxy voting. The
voting agent processes proxies for client accounts, casts votes based on the
Guidelines and maintains records of proxies voted. Wellington Management
complements the research received by its primary voting agent with research from
another voting agent.
Receipt
of Proxy
If
a client requests that Wellington Management votes proxies on its behalf, the
client must instruct its custodian bank to deliver all relevant voting material
to Wellington Management or its voting agent.
Reconciliation
Each
public security proxy received by electronic means is matched to the securities
eligible to be voted and a reminder is sent to any custodian or trustee that has
not forwarded the proxies as due. This reconciliation is performed at the ballot
level. Although proxies received for private securities, as well as those
received in non-
electronic
format, are voted as received, Wellington Management is not able to reconcile
these ballots, nor does it notify custodians of non-receipt.
Research
In
addition to proprietary investment research undertaken by Wellington Management
investment professionals, Investment Research conducts proxy research
internally, and uses the resources of a number of external sources including
third-party voting agents to keep abreast of developments in corporate
governance and of current practices of specific companies.
Proxy
Voting
Following
the reconciliation process, each proxy is compared against the Guidelines, and
handled as follows:
•Generally,
issues for which explicit proxy voting guidance is provided in the Guidelines
(i.e., “For”, “Against”, “Abstain”) are voted in accordance with the
Guidelines.
•Issues
identified as “case-by-case” in the Guidelines are further reviewed by
Investment Research. In certain circumstances, further input is needed, so the
issues are forwarded to the relevant research analyst and/or portfolio
manager(s) for their input.
•Absent
a material conflict of interest, the portfolio manager has the authority to
decide the final vote. Different portfolio managers holding the same securities
may arrive at different voting conclusions for their clients’
proxies.
Wellington
Management reviews a subset of the voting record to ensure that proxies are
voted in accordance with these Global
Proxy Policy and Procedures and
the Guidelines; and ensures that documentation and reports, for clients and for
internal purposes, relating to the voting of proxies are promptly and properly
prepared and disseminated.
Material
Conflict of Interest Identification and Resolution Processes
Wellington
Management’s broadly diversified client base and functional lines of
responsibility serve to minimize the number of, but not prevent, material
conflicts of interest it faces in voting proxies. Annually, the Investment
Stewardship Committee sets standards for identifying material conflicts based on
client, vendor, and lender relationships, and publishes those standards to
individuals involved in the proxy voting process. In addition, the Investment
Stewardship Committee encourages all personnel to contact Investment Research
about apparent conflicts of interest, even if the apparent conflict does not
meet the published materiality criteria. Apparent conflicts are reviewed by
designated members of the Investment Stewardship Committee to determine if there
is a conflict and if so whether the conflict is material.
If
a proxy is identified as presenting a material conflict of interest, the matter
must be reviewed by designated members of the Investment Stewardship Committee,
who will resolve the conflict and direct the vote. In certain circumstances, the
designated members may determine that the full Investment Stewardship Committee
should convene.
OTHER
CONSIDERATIONS
In
certain instances, Wellington Management may be unable to vote or may determine
not to vote a proxy on behalf of one or more clients. While not exhaustive, the
following are potential instances in which a proxy vote might not be
entered.
Securities
Lending
In
general, Wellington Management does not know when securities have been lent out
pursuant to a client’s securities lending program and are therefore unavailable
to be voted. Efforts to recall loaned securities are not always effective, but,
in rare circumstances, Wellington Management may determine voting would outweigh
the benefit to the client resulting from use of securities for lending and
recommend that a client attempt to have its custodian recall the security to
permit voting of related proxies.
Share
Blocking and Re-registration
Certain
countries impose trading restrictions or requirements regarding re-registration
of securities held in omnibus accounts in order for shareholders to vote a
proxy. The potential impact of such requirements is evaluated when determining
whether to vote such proxies.
Lack
of Adequate Information, Untimely Receipt of Proxy Materials, or Excessive
Costs
Wellington
Management may abstain from voting a proxy when the proxy statement or other
available information is inadequate to allow for an informed vote, when the
proxy materials are not delivered in a timely fashion or when, in Wellington
Management’s judgment, the costs exceed the expected benefits to clients (such
as when powers of attorney or consularization are required).
ADDITIONAL
INFORMATION
Wellington
Management maintains records related to proxies pursuant to Rule 204-2 of the
Investment Advisers Act of 1940 (the “Advisers Act”), the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), and other applicable laws. In
addition, Wellington Management discloses annually how it has exercised its
voting rights for significant votes, as require by the EU Shareholder Rights
Directive II (“SRD II”).
Wellington
Management provides clients with a copy of its Global
Proxy Policy and Procedures,
including the Guidelines, upon written request. In addition, Wellington
Management will provide specific client information relating to proxy voting to
a client upon written request.
Dated:
1 September 2020
PZENA
INVESTMENT MANAGMENT, LLC
Proxy
Voting Policy
Pzena
subscribes to Institutional Shareholder Services’ (“ISS”) proxy monitoring and
voting agent service. However, Pzena retains ultimate responsibility for
instructing ISS how to vote proxies on behalf of a portfolio, and applies its
own proxy voting guidelines, which are summarized below. If Pzena does not issue
instructions for a particular vote, ISS will vote in accordance with Pzena’s
guidelines, and will refer all other items back to Pzena for instruction if the
Pzena’s guidelines do not address the proxy item. If it appears that a material
conflict of interest has arisen, Pzena’s guidelines include procedures for
addressing such conflicts, including deferral to the recommendation of ISS where
appropriate. The Chief Compliance Officer may also convene a meeting of Pzena’s
proxy voting committee to determine whether a conflict of interest exists and
how that conflict should be resolved.
Pzena’s
general positions on various proposals are as follows:
Director
Matters - Pzena evaluates director nominees individually and as a group based on
its own assessments and ISS recommendations. Pzena generally withholds votes
from any insiders flagged by ISS on audit, compensation or nominating
committees, and from any insiders and affiliated outsiders flagged by ISS on
boards that are not at least majority independent. Pzena generally does not
support shareholder proposals to vote against directors unless it determines
that clear shareholder value destruction has occurred as a consequence of the
directors’ actions.
Shareholder
Rights - Pzena generally opposes classified boards and any other proposals
designed to eliminate or restrict shareholders’ rights. Pzena supports
anti-takeover measures that are in the best interests of shareholders, but
opposes poison pills and other anti-takeover measures that entrench management
or thwart the maximization of investment returns. Pzena generally supports
proposals enabling shareholders to call a special meeting of a company so long
as a 15% threshold is necessary in order for shareholders to do so.
Compensation
and Benefit Plans - Pzena generally supports incentive plans under which 50% or
more of the shares awarded to top executives are tied to performance goals.
Pzena votes against golden parachute or other incentive compensation
arrangements which it deems excessive or unreasonable, which it considers to be
significantly more economically attractive than continued employment, or which
are triggered solely by the recipient (e.g., resignation). In general, Pzena
will support proposals to have non-binding shareholder votes on compensation
plans so long as these proposals are worded in a generic manner that is
unrestrictive to actual company plans.
Auditors
- Pzena generally votes with management with respect to the appointment of
auditors, so long as management is in compliance with current regulatory
requirements focused on auditor independence and improved board and committee
representation.
Review
of Policies - The proxy voting policies, procedures and guidelines have been
formulated by Pzena’s proxy committee. This committee consists of Pzena’s
Director of Research, CCO, and at least one Portfolio Manager (who represents
the interests of all Pzena’s portfolio managers and is responsible for obtaining
and expressing their opinions at committee meetings). The committee reviews
these policies, procedures and guidelines at least annually, and makes such
changes as it deems appropriate considering current trends and developments in
corporate governance and related issues.
This
summary is qualified in its entirety in reference to Pzena’s Proxy Voting
Policy.
BEUTEL,
GOODMAN & COMPANY LTD.
PROXY
VOTING POLICY ON SECURITIES
Beutel,
Goodman & Company Ltd. (“Beutel Goodman”) instructs custodians to forward
all client proxies to Glass Lewis & Co. (“Glass Lewis”) for coordination of
the voting process.
As
part of its portfolio management responsibilities, the appropriate equity
department analyst thoroughly reviews and approves in writing each proxy item
before casting the votes. Beutel Goodman retains these approvals in its files.
In support of the process, the firm subscribes to the proxy voting services of
Glass Lewis who provide a detailed analysis and comprehensive report of all
proxy-voting issues. Glass Lewis' guidelines are generally developed in the best
economic interests of its clients. As well as their voting guidelines, Glass
Lewis provides a detailed analysis of each meeting on an item-by-item
basis.
All
upcoming proxies are reviewed on a daily basis and voted as soon as they become
activated on the Glass Lewis platform. This is typically 2 to 3 weeks before the
meeting date. Glass Lewis also executes the voting of all of Beutel Goodman’s
ballots as well as providing detailed proxy reporting.
For
foreign securities, there may be different proxy voting considerations because
of share blocking or re-registration rules in other jurisdictions. Beutel
Goodman may choose a “do not vote” option in such cases rather than have
securities blocked for sale for the period until a vote. BG will always act in
the best interest of its clients.
All
voting decisions are authorized by the equity department head(s). For any
special proposals the specific company analyst is consulted before a decision is
finalized.