N-CSR

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:  (811-22708)

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

901 South Bond Street Suite 400

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

David M. Churchill

Principal Executive Officer

Brown Advisory Funds

901 South Bond Street Suite 400

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

(410) 537-5400

Registrant's telephone number, including area code

Date of fiscal year end: June 30

Date of reporting period:  June 30, 2017

Item 1. Reports to Stockholders.

ANNUAL REPORT

June 30, 2017

Brown Advisory Growth Equity Fund

Brown Advisory Flexible Equity Fund

Brown Advisory Equity Income Fund

Brown Advisory Sustainable Growth Fund

Brown Advisory Small-Cap Growth Fund

Brown Advisory Small-Cap Fundamental Value Fund

Brown Advisory Global Leaders Fund

Brown Advisory Intermediate Income Fund

Brown Advisory Total Return Fund

Brown Advisory Strategic Bond Fund

Brown Advisory Maryland Bond Fund

Brown Advisory Tax Exempt Bond Fund

Brown Advisory Mortgage Securities Fund

Brown Advisory – WMC Strategic European Equity Fund

Brown Advisory – WMC Japan Alpha Opportunities Fund

Brown Advisory – Somerset Emerging Markets Fund

Brown Advisory – Macquarie Asia New Stars Fund

TABLE OF CONTENTS

Brown Advisory Growth Equity Fund	1
Brown Advisory Flexible Equity Fund	5
Brown Advisory Equity Income Fund	9
Brown Advisory Sustainable Growth Fund	13
Brown Advisory Small-Cap Growth Fund	17
Brown Advisory Small-Cap Fundamental Value Fund	22
Brown Advisory Global Leaders Fund	26
Brown Advisory Intermediate Income Fund	30
Brown Advisory Total Return Fund	34
Brown Advisory Strategic Bond Fund	41
Brown Advisory Maryland Bond Fund	51
Brown Advisory Tax Exempt Bond Fund	56
Brown Advisory Mortgage Securities Fund	61
Brown Advisory – WMC Strategic European Equity Fund	76
Brown Advisory – WMC Japan Alpha Opportunities Fund	80
Brown Advisory – Somerset Emerging Markets Fund	86
Brown Advisory – Macquarie Asia New Stars Fund	90
Statements of Assets and Liabilities	94
Statements of Operations	99
Statements of Changes in Net Assets	104
Financial Highlights	113
Notes to Financial Statements	120
Report of Independent Registered Public Accounting Firm	135
Additional Information	136

The views in the report contained herein were those of the Funds’ investment adviser, Brown Advisory LLC, or, for the sub-advised funds, of the respective sub-adviser, as of June 30, 2017 and may not reflect their views on the date this report is first published or anytime thereafter. This report may contain discussions about certain investments both held and not held in the portfolio as of June 30, 2017. All current and future holdings are subject to risk and are subject to change. While these views are intended to assist shareholders in understanding their investment in each Fund, they do not constitute investment advice, are not a guarantee of future performance and are not intended as an offer or solicitation with respect to the purchase or sale of any security. Performance figures include the reinvestment of dividend and capital gain distributions.

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

TOPIX Index Values and TOPIX Marks are subject to the proprietary rights owned by the Tokyo Stock Exchange, Inc.

GLOSSARY OF TERMS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

MSCI AC Asia ex Japan SMID Cap Index captures mid and small-cap representation across 2 of 3 Developed Markets (DM) countries (excluding Japan) and 8 Emerging Markets (EM) countries in Asia. With 2,001 constituents, the index covers approximately 28% of the free float-adjusted market capitalization in each country.  DM countries in the index include: Hong Kong and Singapore. EM countries include: China, India, Indonesia, Korea, Malaysia, the Philippines, Taiwan and Thailand.

GLOSSARY OF TERMS

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

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

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

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

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

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

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

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

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

Russell Global Large Cap Index measures the performance of the largest securities in the Russell Global Index, based on market capitalization.

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

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

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

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

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

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

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

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

TOPIX Total Return U.S. Dollar Hedged Index is a market capitalization-weighted index of all companies listed on the First Section of the Tokyo Stock Exchange, hedged to eliminate the impact of the change in value between the US Dollar and Japanese Yen. The unhedged version of this index, known as the TOPIX Total Return Index, does not eliminate the change in value between the US Dollar and Japanese Yen.

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

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

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

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

Brown Advisory Growth Equity Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

During the year ended June 30, 2017, the Brown Advisory Growth Equity Fund Investor Shares (the “Fund”) increased 13.77% in value. During the same period, the Russell 1000^® Growth Index, the Fund’s benchmark, increased 20.42%.

While we feel the year was strong from an absolute return perspective, it has been one of the more challenging periods for the Fund relative to its benchmark.  The Fund, which we believe is well-positioned for long-term growth, struggled with the market dislocation caused first by the Brexit vote and then the surprise results of the U.S. presidential election. As investors favored yield and value over growth the consequent sector rotation contributed to considerable volatility in both absolute and relative returns for the portfolio throughout the second half of 2016.  Many of these headwinds have shifted, however, and to some extent, relative performance has started to improve over the last six months.

The consumer discretionary sector has been the biggest drag on performance over this time period. Weakness in TripAdvisor, the online travel company, was the primary detractor. The company has faced near-term growth headwinds from the slower-than-expected transition to its Instant Booking (“IB”) platform. The IB platform, launched in the fourth quarter of 2015, represents the company’s evolution into an end-to-end platform for users to begin their travel research, book their trip, use features at the destination and submit feedback when they return. We believe that with this platform, TripAdvisor stands to capture substantially more of the economics in the online travel value chain and will close the monetization gap compared with its peers. In doing so, we believe that the company has the potential to more than double revenue over the medium term as the IB platform offering achieves greater adoption from online consumers. In short, the market has become too pessimistic and focused on the company’s near-term results in our view. Athletic apparel company Under Armour has also been disappointing, and when the company unexpectedly announced that the new CFO would be leaving, we eliminated our position in the company. Despite the lag from TripAdvisor and Under Armour, we benefitted from owning Amazon who continues to be a top performer in the portfolio. The company has had a profound effect on the consumer landscape over the last several years and the recent acquisition of Whole Foods puts it in position to disrupt the nearly one trillion dollar U.S. grocery market.

Technology has been one of the best performing sectors during the year. For the most part, the portfolio’s technology holdings have performed quite well, but did not keep up with the torrid pace of the benchmark sector average in total. All but one of our technology positions delivered a positive return for the period; Akamai was down on continued weakness from its media delivery segment. This segment is a smaller percentage of revenue then it was a few years ago as the company’s other segments have grown and are doing well. Some of the large customers have started to create their own content delivery networks and the overall lack of visibility, for what is still a very important part of the business, caused us to sell our position in Akamai.

Health care has been dominated by the much-publicized legislative reform efforts. This has injected a new level of volatility into stock prices in the sector. As we have done in the past we have attempted to use this volatility to our advantage and have added four new business models to the portfolio. DexCom and Edwards Lifesciences are companies that have delivered what we believe are leading-edge technologies that have been revolutionizing their respective specialties. DexCom has had a market-leading glucose monitoring device for treating diabetes, and Edwards has offered a minimally invasive heart valve replacement procedure. We sold several health care holdings, such as kidney dialysis operator DaVita. We believed DaVita’s business model had matured and expectations for growth diminished. We also eliminated Express Scripts, another longtime holding, as we saw their business becoming more challenging both from a competitive and regulatory standpoint.

In light of our performance compared to the benchmark, the last year has been challenging. When we take a big-picture view and assess the plight of the classic growth stock, we conclude that many of these stocks have been out of favor in this market – much as they were during the late 1990s. The portfolio recovered quickly in the subsequent quarters and during the years following the burst of the tech bubble. We maintained our investment discipline through those markets and continue to do so today which gives us confidence that the strategy has the same potential to outperform today as it did back then.

Sincerely,

Kenneth M. Stuzin, CFA

Portfolio Manager

www.brownadvisoryfunds.com

1

Brown Advisory Growth Equity Fund

A Message to Our Shareholders

June 30, 2017

Past performance is not a guarantee of future results.

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

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report.

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

www.brownadvisoryfunds.com

2

Brown Advisory Growth Equity Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
Information Technology	35.9%
Consumer Discretionary	18.4%
Health Care	17.9%
Industrials	11.2%
Consumer Staples	6.0%
Money Market Funds	3.8%
Materials	3.6%
Real Estate Investment Trusts	3.2%
Other Assets and Liabilities	0.0%
	100.0%

GROWTH OF A $10,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $10,000 investment, including reinvested dividends and distributions, in the Fund as measured against broad-based securities market indices. The Russell 1000^® Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000^® companies with higher price to book and higher forecasted growth values. The S&P 500 Index is a market-value weighted index representing the performance of 500 widely held, publicly traded large capitalization stocks. The indexes are unmanaged and do not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

Average Annual Total Return as of 6/30/17	One Year	Five Year	Ten Year
Institutional Shares1	13.91%	11.89%	8.47%
Investor Shares	13.77%	11.73%	8.31%
Advisor Shares	13.53%	11.47%	7.96%
Russell 1000® Growth Index	20.42%	15.30%	8.91%
S&P 500 Index	17.90%	14.63%	7.18%

	Institutional Shares	Investor Shares	Advisor Shares
Gross Expense Ratio2	0.72%	0.87%	1.12%
Net Expense Ratio2	0.72%	0.87%	1.12%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment performance reflects periods during which fee waivers were in effect. In the absence of such waivers, total return would have been reduced. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower.

1	Performance information for the Institutional Shares, prior to commencement of operations on October 19, 2012, is based on the performance of Investor Shares, and adjusted for the lower expenses applicable to Institutional Shares.
2	Per the Fund’s prospectus dated October 31, 2016. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

www.brownadvisoryfunds.com

3

Brown Advisory Growth Equity Fund

Schedule of Investments

June 30, 2017

	Shares		Security Description	Value $
Common Stocks — 93.0%
Consumer Discretionary — 18.4%
		187,252	Alibaba Group Holding, Ltd. ADR*		26,383,807
		76,798	Amazon.com, Inc.*		74,340,464
		293,173	FleetCor Technologies, Inc.*		42,278,478
		1,443,541	Genpact, Ltd.		40,173,746
		14,501	Priceline Group, Inc.*		27,124,411
		688,083	Starbucks Corp.		40,122,120
		559,676	TJX Companies, Inc.		40,391,817
		882,216	TripAdvisor, Inc.*		33,700,651
					324,515,494
Consumer Staples — 6.0%
		317,088	Costco Wholesale Corp.		50,711,884
		571,463	Estee Lauder Companies, Inc.		54,849,019
					105,560,903
Health Care — 17.9%
		806,760	Danaher Corp.		68,082,476
		379,777	DexCom, Inc.*		27,780,688
		322,590	Edwards Lifesciences Corp.*		38,143,042
		68,574	Intuitive Surgical, Inc.*		64,142,062
		290,127	Thermo Fisher Scientific, Inc.		50,618,458
		1,071,867	Zoetis, Inc.		66,863,063
					315,629,789
Industrials — 11.2%
		705,513	A.O. Smith Corp.		39,741,547
		835,069	Fortive Corp.		52,901,621
		271,647	Roper Technologies, Inc.		62,894,430
		467,729	Wabtec Corp.		42,797,204
					198,334,802
Information Technology — 35.9%
		493,150	Adobe Systems, Inc.*		69,751,136
		19,522	Alphabet, Inc. — Class A*		18,149,213
		66,526	Alphabet, Inc. — Class C*		60,454,172
		864,936	Amphenol Corp.		63,849,575
		296,669	ANSYS, Inc.*		36,098,684
		523,217	Facebook, Inc.*		78,995,303
		373,484	Intuit, Inc.		49,602,410
		537,701	NXP Semiconductors NV*		58,851,374
		1,231,028	PayPal Holdings, Inc.*		66,069,273
		622,706	salesforce.com, Inc.*		53,926,340
		845,807	Visa, Inc.		79,319,780
					635,067,260
Materials — 3.6%
		482,212	Ecolab, Inc.		64,013,643
Total Common Stocks (Cost $1,047,362,861)					1,643,121,891
Real Estate Investment Trusts — 3.2%
		419,882	SBA Communications Corp.*		56,642,082
Total Real Estate Investment Trusts (Cost $39,173,525)					56,642,082
Short-Term Investments — 3.8%
Money Market Funds — 3.8%
		66,595,850	Cash Account Trust — Government
			& Agency Securities Portfolio —
			Institutional Shares, 0.88%#		66,595,850
Total Short-Term Investments (Cost $66,595,850)					66,595,850
Total Investments — 100.0% (Cost $1,153,132,236)					1,766,359,823
Other Assets in Excess of Liabilities — 0.0%					93,963
NET ASSETS — 100.0%				$	1,766,453,786

ADR — American Depositary Receipt

*	Non-Income Producing
#	Annualized seven-day yield as of June 30, 2017.

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

www.brownadvisoryfunds.com

4

Brown Advisory Flexible Equity Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

During the year ended June 30, 2017, the Brown Advisory Flexible Equity Fund Investor Shares (the “Fund”) increased 22.90% in value, exceeding the returns of the S&P 500 Index, the Fund’s benchmark, which rose 17.90%.

The market results were, in our view, great and they reflect what we believe to be a very favorable environment for equity returns – low interest rates, general economic expansion, post-election expectations of a pro-business administration lessening taxes and regulation, and business, investor and consumer confidence that is rising or already high. We see no immediate reason why the current environment should change; but, neither “great” nor its opposite are one-way streets in investment markets or human affairs. Whatever the current market sentiment or recent results, they should always be tempered by some expectation for change. We believe that owning stocks of quality companies purchased at sensible prices is a wise investment over time; however, owning them without the disposition and financial capacity to keep or add to them in less favorable environments can present problems if you are not prepared for market shifts when they occur.

Fund results in the last year benefited from rising interest rates and a shift in investor preferences from income-oriented investments like those found in the utilities and consumer staples sectors of the economy toward more growth-sensitive sectors like financials, information technology and industrials. We had relatively more of the latter and less of the former as we believed interest rates would eventually rise from historic lows and relative valuations were stretched in the income-driven sectors. We believe this shift has further to go, so we have not materially altered our exposures.

With a low-turnover approach, short-term actions rarely have a major impact on investment results relative to the market. Price movements tend to dominate any changes we make in the portfolio in the short term; but in the long term, aligning with what we believe to be good businesses that are priced attractively should dominate erratic short-term price movements. For taxable shareholders, low turnover has a further advantage of potentially greater tax efficiency through delayed timing of tax and reduced rates for individuals.

Charles Schwab, a financial services company, was the largest contributor to results rising on the expectation of higher interest rates, reduced regulation and lower corporate taxes which we believe are all positive for U.S. financial companies.

Additional large contributors to the Fund’s results include Priceline Group Inc., a provider of online travel and related services; Apple, Inc., a manufacturer of various personal digital, computing and communications devices; and Visa Inc. and MasterCard Inc., both global payments processors. These companies reported what we saw as good business results during the period and we continue to like their long-term prospects. Apple Inc. shares also benefitted from the news that Berkshire Hathaway (Warren Buffett’s company) had meaningfully increased its investment.

The biggest detractor to returns was Teva Pharmaceutical, a pharmaceuticals manufacturer. Several issues impacted the share price of Teva including concerns that patent protection will end earlier than anticipated for a key product. At the beginning of the year, Teva lowered its outlook for 2017 and announced the resignation of its CEO. Following a very challenging period, we expect improvement in their results based on better execution, efficiencies to be gained in its merger with Actavis, further diversification in its product line, the potential for its drugs under development, and its low valuation.

Occidental Petroleum Corp., an integrated energy company, fell with the decline in the price of oil. Pharmacy benefits manager Express Scripts, declined due to heightened scrutiny of drug pricing and the uncertainty regarding the potential future loss of a large contract.

Two retailers, both long-term holdings in the Fund, were among the biggest detractors. Lowe’s, a leading home improvement retailer, more recently has fallen short of investor’s earnings growth expectations. We consider Lowe’s a solid long-term investment, especially given the recovery in housing investment and home improvement. TJX Companies, an off-price retailer, has declined along with other retailers who have posted weaker results. Investors have continued to be concerned about the competitive threat from online retailers, but we believe that TJX has been operating with a defensible business model and a strong management team.

There was one new investment, one elimination and one name change since our December 31, 2016 semi-annual report to shareholders. The newest addition, Hanesbrands Inc., is an industry leader in mass-market undergarments and sports apparel under brand names including Hanes and Champion, among others. In our view, Hanes has a relatively stable business with recurring demand that produces good profits and cash flows. We favorably view management’s applying surplus cash to acquisitions of similar businesses that offer synergies, as well as returning capital to shareholders through dividends and share repurchase. Two years ago, investors became excited about Hanes’ acquisitions and bid the stock into the mid-$30s. Some recent disappointments and investor worries, which we believe are temporary, presented us with a bargain opportunity.

www.brownadvisoryfunds.com

5

Brown Advisory Flexible Equity Fund

A Message to Our Shareholders

June 30, 2017

We sold our investment in Best Buy Co., Inc. selling the last of the shares that we first purchased four years ago. At the time of purchase, Best Buy was widely viewed as a company doomed to fail given intense competition from Amazon; but, a management change at Best Buy led us to take a closer look. Bringing new ideas, cost discipline, and improving its own internet offering, Best Buy management stabilized sales, improved profit margins, returned capital to shareholders, and produced a large gain for shareholders. Despite the great improvements, Best Buy still operates in a highly competitive arena and we exited the holding based on price.

Existing holding Yahoo! completed the sale of its namesake internet business to Verizon and renamed the company as Altaba, Inc. Altaba’s assets include a meaningful cash allocation, China’s leading e-commerce company Alibaba (referred to as the “Amazon of China”) and Yahoo! Japan Corp. Altaba has registered with the SEC as a publicly traded, non-diversified, closed-end investment company. Yahoo! CEO Marissa Mayer has resigned and Yahoo! director Thomas J. McInerney leads Altaba as its CEO. Today, we are attracted to the discount at which Altaba has traded compared to the pre-tax value of its holdings due to the potential tax consequences from its likely divestment of these holdings. We expect this discount to narrow in time as Altaba management determines the best strategies to realize the value of its assets for shareholders. We plan to maintain our ownership of Altaba for its future return potential driven by a favorable long-term view of Alibaba and prospects for narrowing the tax discount imbedded in the market price.

We search for investment bargains, particularly among what we believe are long-term attractive businesses with shareholder-oriented management. These businesses have typically had competitive advantages that have produced good economic results, managers who have allocated capital well, the capacity to adjust to changes in the world, and the ability to grow in value over time. Bargains in these types of stocks arise for many reasons, but are often due to short-term investor perceptions, temporary business challenges that have the potential to improve, as-yet-undiscovered or unrecognized opportunities, and company or industry changes for the better. Despite the occasional investment that will go awry, we are optimistic about the long-term outlook for equities of good companies purchased at reasonable prices and our ability to find them.

Sincerely,

R. Hutchings Vernon, CFA

Portfolio Manager

Past performance is not a guarantee of future results.

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

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report.

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

www.brownadvisoryfunds.com

6

Brown Advisory Flexible Equity Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
Information Technology	29.4%
Financials	23.9%
Consumer Discretionary	17.6%
Health Care	9.8%
Industrials	6.3%
Energy	3.9%
Money Market Funds	3.5%
Closed-End Funds	2.4%
Real Estate Investment Trusts	1.8%
Consumer Staples	1.3%
Warrants	0.1%
Other Assets and Liabilities	0.0%
	100.0%

GROWTH OF A $10,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $10,000 investment, including reinvested dividends and distributions, in the Fund as measured against the broad-based securities market index. The S&P 500 Index (“Index”) is a market-value weighted index representing the performance of 500 widely held, publicly traded large capitalization stocks. The Index is unmanaged and does not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

Average Annual Total Return as of 6/30/17	One Year	Five Year	Ten Year
Institutional Shares1	23.05%	14.52%	6.08%
Investor Shares	22.90%	14.34%	5.92%
Advisor Shares	22.56%	14.07%	5.64%
S&P 500 Index	17.90%	14.63%	7.18%

	Institutional Shares	Investor Shares	Advisor Shares
Gross Expense Ratio2	0.74%	0.89%	1.14%
Net Expense Ratio2	0.74%	0.89%	1.14%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment performance reflects periods during which fee waivers were in effect. In the absence of such waivers, total return would have been reduced. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower.

1	Performance information for the Institutional Shares, prior to commencement of operations on October 19, 2012, is based on the performance of Investor Shares, and adjusted for the lower expenses applicable to Institutional Shares.
2	Per the Fund’s prospectus dated October 31, 2016. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

www.brownadvisoryfunds.com

7

Brown Advisory Flexible Equity Fund

Schedule of Investments

June 30, 2017

	Shares		Security Description	Value $
Common Stocks — 92.2%
Consumer Discretionary — 17.6%
		218,624	CarMax, Inc.*		13,786,429
		16,804	Chipotle Mexican Grill, Inc.*		6,992,144
		450,297	Hanesbrands, Inc.		10,428,879
		162,462	Lowe’s Companies, Inc.		12,595,679
		7,764	Priceline Group, Inc.*		14,522,717
		77,422	TJX Companies, Inc.		5,587,546
		91,774	Walt Disney Co.		9,750,988
					73,664,382
Consumer Staples — 1.3%
		47,851	PepsiCo, Inc.		5,526,312
Energy — 3.9%
		534,399	Kinder Morgan, Inc.		10,239,085
		98,071	Occidental Petroleum Corp.		5,871,511
					16,110,596
Financials — 23.9%
		83,371	Ameriprise Financial, Inc.		10,612,294
		366,295	Bank of America Corp.		8,886,317
		124,702	Berkshire Hathaway, Inc.*		21,120,778
		328,857	Charles Schwab Corp.		14,127,697
		148,029	JPMorgan Chase & Co.		13,529,850
		658,520	Regions Financial Corp.		9,640,733
		65,565	T. Rowe Price Group, Inc.		4,865,579
		308,038	Wells Fargo & Co.		17,068,385
					99,851,633
Health Care — 9.8%
		59,388	Aetna, Inc.		9,016,880
		23,875	Anthem, Inc.		4,491,604
		105,106	Edwards Lifesciences Corp.*		12,427,733
		85,550	Express Scripts Holding Co.*		5,461,512
		57,565	Merck & Co., Inc.		3,689,341
		178,388	Teva Pharmaceutical Industries, Ltd. ADR		5,926,049
					41,013,119
Industrials — 6.3%
		103,910	Canadian National Railway Co.		8,421,905
		32,396	General Dynamics Corp.		6,417,648
		37,417	United Rentals, Inc.*		4,217,270
		57,948	United Technologies Corp.		7,076,030
					26,132,853
Information Technology — 29.4%
		64,054	Accenture PLC		7,922,199
		5,631	Alphabet, Inc. — Class A*		5,235,028
		16,332	Alphabet, Inc. — Class C*		14,841,378
		92,604	Apple, Inc.		13,336,828
		160,375	eBay, Inc.*		5,600,295
		76,963	Facebook, Inc.*		11,619,874
		132,782	MasterCard, Inc.		16,126,374
		168,641	Microsoft Corp.		11,624,424
		134,604	PayPal Holdings, Inc.*		7,224,197
		132,117	QUALCOMM, Inc.		7,295,501
		235,009	Visa, Inc.		22,039,144
					122,865,242
Total Common Stocks (Cost $265,653,558)					385,164,137
Real Estate Investment Trusts — 1.8%
		74,059	Crown Castle International Corp.		7,419,230
Total Real Estate Investment Trusts (Cost $5,441,826)					7,419,230
Closed-End Funds — 2.4%
		182,510	Altaba, Inc.*		9,943,145
Total Closed-End Funds (Cost $5,450,411)					9,943,145
Warrants — 0.1%
		20,000	Wells Fargo & Co.*, Exercise price
			$33.79 expires 10/28/2018		444,000
Total Warrants (Cost $221,299)					444,000
Short-Term Investments — 3.5%
Money Market Funds — 3.5%
		14,556,267	Cash Account Trust — Government
			& Agency Securities Portfolio —
			Institutional Shares, 0.88%#		14,556,267
Total Short-Term Investments (Cost $14,556,267)					14,556,267
Total Investments — 100.0% (Cost $291,323,361)					417,526,779
Other Assets in Excess of Liabilities — 0.0%					106,635
NET ASSETS — 100.0%				$	417,633,414

ADR — American Depositary Receipt

*	Non-Income Producing
#	Annualized seven-day yield as of June 30, 2017.

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

www.brownadvisoryfunds.com

8

Brown Advisory Equity Income Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

During the year ended June 30, 2017, the Brown Advisory Equity Income Fund Investor Shares (the “Fund”) increased 13.28% in value. During the same period, the S&P 500 Index, the Fund’s benchmark, increased 17.90%.

Like a series of celebrity “before and after” snapshots displayed in a magazine or posted online, US stocks looked very different during the periods before and after the November U.S. presidential election. Stocks were relatively flat heading into the election, but prices rose fairly consistently on a monthly basis in the following months. Investor sentiment shifted to a decidedly more positive tone after the election as the prospects of a political and regulatory environment more favorable to economic growth and corporate profits became the dominant theme for the US stock market.

Within the benchmark, financials, information technology, and materials were the best performing sectors, while more traditionally defensive areas such as telecommunication services, utilities, and consumer staples trailed considerably. The energy sector also performed poorly as commodity prices trended downward during the period. The Fund benefitted from its lack of exposure to the telecommunication services and utilities sectors and its underweight position in energy. The outlook for future earnings and dividend growth are more muted in the current economic environment in these areas, and valuations generally are not overly compelling given the low growth outlook for the sectors.

The Fund’s consumer staples holdings outperformed the benchmark and ended up contributing to relative performance, despite an overweight positioning. This was largely due to an orientation towards relatively stronger growing areas within the sector such as tobacco and international-focused companies. Holdings such as Philip Morris International and Unilever performed better during the period than growth-challenged areas within the staples sector, such as domestic-oriented food producers.

During the period, what an investor didn’t own was just as important to performance as what was owned, whether particular sectors or smaller areas within the sectors. The performance of the Fund’s holdings in financials and information technology illustrated this “haves versus have-nots” aspect of the market, but from a less beneficial perspective. While the absolute performance figures of the Fund’s holdings in these sectors were impressive, the relative figures were not as both sectors trailed the benchmark’s performance.

JPMorgan Chase and Ameriprise Financial in financials and Apple and Microsoft in information technology were strong contributors to performance during the period. But their performance was not enough to offset weaker performance by other holdings elsewhere in these sectors. Additionally, a lack of exposure to the particularly strong internet-related software and services sub-sector detracted from performance within the information technology sector. Recent market standout performers such as Alphabet and Facebook do not pay dividends to their investors, and thus would generally not be owned by the Fund.

The Fund’s industrial and health care holdings also performed below the benchmark during the period, primarily because of idiosyncratic stock-specific issues. In industrials, General Electric dropped as the financial results from the conglomerate’s multi-year operational restructuring initiatives failed to meet investor expectations. Data measurement company Nielsen struggled to grow its profits amid a lack of volume growth and product innovation from its key customers in the consumer packaged goods area. And among the Fund’s health care names, Teva Pharmaceutical Industries declined from multiple setbacks ranging from a lost patent case involving a generic challenger to its key drug Copaxone to the departure of multiple executives during the period, including the CEO.

In general, the outlook for earnings and dividend growth remains bright for the majority of the Fund’s holdings. Over the past 12 months, over a dozen holdings have announced annual dividend increases of 10% or more. Included on this list of rapid divided growers are the three new additions to the Fund over the period: home improvement retailers Home Depot and Lowe’s Cos. and cell phone tower owner American Tower. These new names replaced general merchandise retailer Target, commercial truck maker Paccar, and specialty insurer OneBeacon Insurance, all of which were eliminated from the Fund. A comparatively lower outlook for future dividend growth played a meaningful role in the decision to exit these holdings in favor of the new additions, where we see the potential for a brighter future for dividend growth.

www.brownadvisoryfunds.com

9

Brown Advisory Equity Income Fund

A Message to Our Shareholders

June 30, 2017

The Fund has a moderate amount of cash available for investment, which it will seek to deploy in a thoughtful manner as compelling investment opportunities present themselves. A focus on what we believe to be attractive valuations has been a hallmark of the Fund’s investment process since inception, and remains so, even amid the current environment of broad-based gains for U.S. stocks. Patience and discipline has the potential to pay off as the Fund seeks to add to its current stable of investments that offer competitive dividend yields with a strong potential for future growth at what we believe are reasonable valuations.

Sincerely,

Brian Graney, CFA

Portfolio Manager

Past performance does not guarantee future results.

Mutual fund investing involves risk. Principal loss is possible. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. Investments in lower-rated and non-rated securities present a greater risk of loss to principal and interest than higher-rated securities. Investments in smaller and medium capitalization companies generally carry greater risk than is customarily associated with larger companies for various reasons such as narrower markets, limited financial resources and less liquid stock. The value of the Fund’s investments in REITs and Real Estate may change in response to changes in the real estate market such as declines in the value of real estate, lack of available capital or financing opportunities, and increases in property taxes or operating costs. The Fund may invest in ETFs, which may trade at a discount to the aggregate value of the underlying securities and although expense ratios for ETFs are generally low, frequent trading of ETFs by the Fund can generate brokerage expenses. Investments in foreign securities entail certain risks not associated with investments in domestic securities, such as volatility of currency exchange rates, and in some cases, political and economic instability and relatively illiquid markets. Investing in Master Limited Partnerships (“MLPs”) entails risk related to fluctuations in energy prices, decreases in supply of or demand for energy commodities, unique tax consequences due to the partnership structure and various other risks. Private Placement issued securities are restricted securities that are not publicly traded. Delay or difficulty in selling such securities may result in a loss to the Fund.

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report.

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

www.brownadvisoryfunds.com

10

Brown Advisory Equity Income Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
Information Technology	18.9%
Consumer Staples	15.1%
Financials	14.9%
Industrials	11.8%
Health Care	11.7%
Consumer Discretionary	9.5%
Real Estate Investment Trusts	6.5%
Energy	4.6%
Money Market Funds	3.4%
Preferred Stocks	2.0%
Materials	1.7%
Other Assets and Liabilities	(0.1)%
	100.0%

GROWTH OF A $10,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $10,000 investment, including reinvested dividends and distributions, in the Fund as measured against a broad-based securities market index. The S&P 500 Index (“Index”) is a market-value weighted index representing the performance of 500 widely held, publicly traded large capitalization stocks. The Index is unmanaged and does not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

			Since Inception
Average Annual Total Return as of 6/30/17	One Year	Five Year	(12/29/11)
Institutional Shares1	13.36%	10.99%	11.14%
Investor Shares	13.28%	10.82%	10.97%
Advisor Shares	13.02%	10.56%	10.71%
S&P 500 Index	17.90%	14.63%	15.00%

	Institutional Shares	Investor Shares	Advisor Shares
Gross Expense Ratio2	0.76%	0.91%	1.16%
Net Expense Ratio2	0.76%	0.91%	1.16%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower.

1	Performance information for the Institutional Shares, prior to commencement of operations on October 19, 2012, is based on the performance of Investor Shares, and adjusted for the lower expenses applicable to Institutional Shares.
2	Per the Fund’s prospectus dated October 31, 2016. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

www.brownadvisoryfunds.com

11

Brown Advisory Equity Income Fund

Schedule of Investments

June 30, 2017

	Shares		Security Description	Value $
Common Stocks — 88.2%
Consumer Discretionary — 9.5%
		30,199	Best Buy Co., Inc.		1,731,309
		8,399	Home Depot, Inc.		1,288,407
		15,193	Lowe’s Companies, Inc.		1,177,913
		26,615	McDonald’s Corp.		4,076,353
		45,045	V.F. Corp.		2,594,592
					10,868,574
Consumer Staples — 15.1%
		80,327	Altria Group, Inc.		5,981,952
		65,508	Coca-Cola Co.		2,938,034
		40,391	Philip Morris International, Inc.		4,743,923
		63,849	Unilever NV ADR		3,528,934
					17,192,843
Energy — 4.6%
		55,557	Kinder Morgan, Inc.		1,064,472
		34,863	Occidental Petroleum Corp.		2,087,248
		72,936	Suncor Energy, Inc.		2,129,731
					5,281,451
Financials — 14.9%
		22,576	Ameriprise Financial, Inc.		2,873,699
		32,313	Cincinnati Financial Corp.		2,341,077
		19,339	Erie Indemnity Co.		2,418,729
		39,909	JPMorgan Chase & Co.		3,647,682
		59,703	Wells Fargo & Co.		3,308,143
		16,076	Willis Towers Watson PLC		2,338,415
					16,927,745
Health Care — 11.7%
		46,971	AbbVie, Inc.		3,405,867
		24,422	Johnson & Johnson		3,230,786
		36,405	Merck & Co., Inc.		2,333,197
		37,208	Novartis AG ADR		3,105,752
		36,806	Teva Pharmaceutical Industries, Ltd. ADR		1,222,695
					13,298,297
Industrials — 11.8%
		10,298	General Dynamics Corp.		2,040,034
		99,831	General Electric Co.		2,696,435
		62,111	Healthcare Services Group, Inc.		2,908,658
		67,081	Nielsen Holdings PLC		2,593,351
		26,615	United Technologies Corp.		3,249,958
					13,488,436
Information Technology — 18.9%
		20,864	Accenture PLC		2,580,459
		29,638	Apple, Inc.		4,268,465
		33,730	Automatic Data Processing, Inc.		3,455,976
		107,851	Cisco Systems, Inc.		3,375,736
		74,228	Microsoft Corp.		5,116,536
		48,362	QUALCOMM, Inc.		2,670,550
					21,467,722
Materials — 1.7%
		14,525	Praxair, Inc.		1,925,289
Total Common Stocks (Cost $64,958,715)					100,450,357
Preferred Stocks — 2.0%
		88,244	Public Storage, Inc. — Series S, 5.90%		2,214,042
Total Preferred Stocks (Cost $2,104,068)					2,214,042
Real Estate Investment Trusts — 6.5%
		9,442	American Tower Corp.		1,249,365
		49,057	W.P. Carey, Inc.		3,238,253
		88,191	Weyerhaeuser Co.		2,954,399
Total Real Estate Investment Trusts (Cost $6,034,994)					7,442,017
Short-Term Investments — 3.4%
Money Market Funds — 3.4%
		3,875,764	Cash Account Trust — Government
			& Agency Securities Portfolio —
			Institutional Shares, 0.88%#		3,875,764
Total Short-Term Investments (Cost $3,875,764)					3,875,764
Total Investments — 100.1% (Cost $76,973,541)					113,982,180
Liabilities in Excess of Other Assets — (0.1)%					(83,096	)
NET ASSETS — 100.0%				$	113,899,084

ADR — American Depositary Receipt

# Annualized seven-day yield as of June 30, 2017.

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

www.brownadvisoryfunds.com

12

Brown Advisory Sustainable Growth Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

During the year ended June 30, 2017, the Brown Advisory Sustainable Growth Fund Institutional Shares (the “Fund”) increased 18.83% in value. During the same period, the Russell 1000^® Growth Index (the “Index”), the Fund’s benchmark, increased 20.42%.

The Fund benefitted from strong stock selection across a number of economic sectors including consumer staples, health care and real estate. Amazon.com was the leading contributor. Adobe Systems, IDEXX Laboratories, Alphabet Class A and UnitedHealth Group also contributed to the strong performance. Finally, a large part of the performance resulted from positive sector allocation.

The Fund benefitted from being underweight lagging sectors including energy and telecommunication services and overweight stronger ones including information technology and industrials; this was unintentional. We do not manage the Fund by sector, but rather from a bottom-up, stock-by-stock basis. While there will be periods of time when sector allocation will be the primary driver of performance, over the long term we expect stock selection to account for the bulk of the difference between the Fund and the Index.

Unfortunately, we incurred disappointing results from a number of companies including Bristol-Myers Squibb, Acuity Brands, TreeHouse Foods, Cerner and Stericycle which partially offset the positive outperformance mentioned above. Among this group, we fully eliminated our positions in all of those but TreeHouse Foods. We remain confident that TreeHouse’s acquisition of ConAgra’s Private Brands will result in substantial synergies going forward.

Over the past year, we were pleased to see that three of our companies were acquired including ARM Holdings, NXP Semiconductor and WhiteWave Foods. Seeing large corporate buyers pay significant premiums to acquire companies that fit our investment criteria has been encouraging. For instance, WhiteWave is the owner of nine consumer food brands that have each held the number one or number two market share position in their respective categories. Therefore, from a fundamental perspective, the company has been the industry leader with well-known, growing brands. The company has been using sustainability to get even better by positioning its offerings to align with the most powerful trends in the food and beverage industry: products that are made with simple and clean ingredients, healthier foods, and those that are made with less environmental impact. On July 7, 2016, Danone announced its intention to acquire WhiteWave in an all-cash deal for $12.5 billion, a nearly 20% premium to the previous day’s closing price. In September 2016, Softbank acquired ARM Holdings for nearly a 44% premium and in October 2016 Qualcomm agreed to pay a 12% premium to acquire NXP Semiconductor.

In terms of new additions to the portfolio, we have added a few companies that we believe are less susceptible to macro-related downside risks including Unilever, Ball Corp and Healthcare Services Group. Unilever is one of the world’s best-known consumer goods companies and its products are used by 2.5 billion people every day. We like the company because of the substantial investments it has made over the past few years in building out its presence in emerging markets. We believe these investments position the company for multiple sources of value creation, including top line growth and margin improvements. Ball Corp is the world’s leading beverage can manufacturer with an enviable track record in sustainability in its internal operations. We believe Ball’s acquisition of Rexam puts it squarely on the path to potentially grow earnings at an above-average rate over the next few years. Healthcare Services Corp is a leading domestic provider of management, administrative and operating services to the non-acute health care industry. Given the company’s tighter management discipline, we believe Healthcare Services has been improving the quality of the facility it serves relative to the in-house labor force across multiple categories including: sanitation, environmental services, infection control, food quality etc. To make room for Unilever, Ball and Healthcare Services, we sold Canadian National, Acuity Brands and Nike, companies that we believe have greater exposure to macro-economic, cyclical risks.

As an ongoing practice, we continually look to strengthen the portfolio by identifying companies that we believe have superior business models and the potential for greater long term growth prospects than those that we already own. This past year was no different. We added Cavium, Edwards Lifesciences, Microsoft, Monolithic Power Systems, TreeHouse Foods, and Tyler Technologies to the portfolio given that we believe the business fundamentals are stronger than a number of our existing holdings. These additions replaced Akamai Technologies, Alexion, Bristol-Myers Squibb, Cerner, and Stericycle – holdings whose growth prospects deteriorated due to increased competition and/or worsening macro factors. We also sold ARM Holdings, NXP Semiconductor and WhiteWave after they were acquired.

www.brownadvisoryfunds.com

13

Brown Advisory Sustainable Growth Fund

A Message to Our Shareholders

June 30, 2017

To conclude, we made a number of changes to the portfolio over the past year- many of which were incrementally additive to performance. We believe that our investment philosophy – seeking companies with strong fundamentals, the potential for sustainable competitive advantages, and compelling valuation – has helped identify a group of high-quality companies that has the potential to continue to perform well over time.

Sincerely,

Karina Funk, CFA

Portfolio Manager

David Powell, CFA

Portfolio Manager

Past performance is not a guarantee of future results.

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

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report.

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

www.brownadvisoryfunds.com

14

Brown Advisory Sustainable Growth Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
Information Technology	35.6%
Industrials	19.1%
Health Care	18.3%
Consumer Discretionary	8.1%
Materials	5.8%
Money Market Funds	4.4%
Real Estate Investment Trusts	4.3%
Consumer Staples	4.3%
Other Assets and Liabilities	0.1%
	100.0%

GROWTH OF A $1,000,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $1,000,000 investment, including reinvested dividends and distributions, in the Fund as measured against a broad-based securities market index. The Russell 1000^® Growth Index (“Index”) measures the performance of the large-cap growth segment of the U.S. equity universe. It includes those Russell 1000^® companies with higher price to book and higher forecasted growth values. The Index is unmanaged and does not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

			Since Inception
Average Annual Total Return as of 6/30/17	One Year	Five Year	(6/29/12)
Institutional Shares	18.83%	15.58%	15.57%
Investor Shares	18.65%	15.39%	15.38%
Advisor Shares	18.33%	15.11%	15.10%
Russell 1000® Growth Index	20.42%	15.30%	15.29%

	Institutional Shares	Investor Shares	Advisor Shares
Gross Expense Ratio1	0.75%	0.90%	1.15%
Net Expense Ratio1	0.75%	0.90%	1.15%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower.

¹ Per the Fund’s prospectus dated October 31, 2016. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

www.brownadvisoryfunds.com

15

Brown Advisory Sustainable Growth Fund

Schedule of Investments

June 30, 2017

	Shares		Security Description	Value $
Common Stocks — 91.2%
Consumer Discretionary — 8.1%
		19,598	Amazon.com, Inc.*		18,970,864
		129,481	Starbucks Corp.		7,550,037
		113,140	TJX Companies, Inc.		8,165,314
					34,686,215
Consumer Staples — 4.3%
		87,318	TreeHouse Foods, Inc.*		7,133,008
		206,445	Unilever NV ADR		11,410,215
					18,543,223
Health Care — 18.3%
		188,607	Danaher Corp.		15,916,545
		101,913	Edwards Lifesciences Corp.*		12,050,193
		30,811	IDEXX Laboratories, Inc.*		4,973,512
		15,343	Mettler-Toledo International, Inc.*		9,029,969
		105,566	Thermo Fisher Scientific, Inc.		18,418,100
		98,919	UnitedHealth Group, Inc.		18,341,561
					78,729,880
Industrials — 19.1%
		227,651	A.O. Smith Corp.		12,823,581
		169,532	Fortive Corp.		10,739,852
		243,493	Healthcare Services Group, Inc.		11,402,777
		185,489	Hexcel Corp.		9,791,964
		84,075	J.B. Hunt Transport Services, Inc.		7,682,774
		82,681	Middleby Corp.*		10,046,568
		90,936	Verisk Analytics, Inc.*		7,672,270
		129,631	Wabtec Corp.		11,861,237
					82,021,023
Information Technology — 35.6%
		134,969	Adobe Systems, Inc.*		19,090,015
		19,791	Alphabet, Inc. — Class A*		18,399,297
		2,260	Alphabet, Inc. — Class C*		2,053,730
		97,796	Cavium, Inc.*		6,076,065
		120,749	Facebook, Inc.*		18,230,684
		91,185	Intuit, Inc.		12,110,280
		281,414	Microsoft Corp.		19,397,867
		72,100	Monolithic Power Systems, Inc.		6,950,440
		136,591	Red Hat, Inc.*		13,078,588
		102,420	salesforce.com, Inc.*		8,869,572
		51,733	Tyler Technologies, Inc.*		9,087,936
		211,934	Visa, Inc.		19,875,171
					153,219,645
Materials — 5.8%
		311,659	Ball Corp.		13,155,126
		89,938	Ecolab, Inc.		11,939,270
					25,094,396
Total Common Stocks (Cost $269,317,188)					392,294,382
Real Estate Investment Trusts — 4.3%
		140,423	American Tower Corp.		18,580,771
Total Real Estate Investment Trusts (Cost $13,983,825)					18,580,771
Short-Term Investments — 4.4%
Money Market Funds — 4.4%
		18,710,074	Cash Account Trust — Government
			& Agency Securities Portfolio —
			Institutional Shares, 0.88%#		18,710,074
Total Short-Term Investments (Cost $18,710,074)					18,710,074
Total Investments — 99.9% (Cost $302,011,087)					429,585,227
Other Assets in Excess of Liabilities — 0.1%					557,959
NET ASSETS — 100.0%				$	430,143,186

ADR — American Depositary Receipt

*	Non-Income Producing
#	Annualized seven-day yield as of June 30, 2017.

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

www.brownadvisoryfunds.com

16

Brown Advisory Small-Cap Growth Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

During the year ended June 30, 2017, the Brown Advisory Small-Cap Growth Fund Investor Shares (the “Fund”) increased 16.40% in value. During the same period, the Russell 2000® Growth Index, the Fund’s benchmark, increased 24.40%.

For most of 2016, we felt the Fund’s performance was solid; however, the period following the U.S. Presidential election was a very challenging relative period for the Fund. In fact, it was the most difficult stretch since the second quarter of 2009. We found this fact strange, so we dug into the underlying drivers of relative results in a detailed fashion. What we found was quite interesting.

Philosophically, we tend to invest in what we believe to be better businesses with an opportunity to create their own destiny due to attractive end market dynamics, strong leadership and compelling business models. The result tends to be a bias against commodity-oriented enterprises or those with intense cyclicality. This was an understandable drag in the second quarter of 2009 when the U.S. economy was emerging from the worst recession since the Great Depression. Nearly the exact same dynamics were at play post-election, however, which is strange considering the overall economic backdrop is starkly different – solid growth, low unemployment, etc. What prompted the sizeable rally in more cyclical shares was the expansionary and potentially inflationary policies being proposed by the incoming administration. It was a shot in the arm to numerous sub-segments that had been mired in a deflationary funk. We will indeed have to wait and see whether hope turns into reality or disappointment over time. In the trailing twelve months, this market regime change to companies away from our philosophical leanings was the dominant factor impacting relative returns. Unfortunately, the disappointing November/December run in 2016 wiped out the large relative lead the strategy had achieved earlier in the year largely due to security selection.

Since the Trump euphoria peaked in early 2017, other areas of the market have experienced more solid footing. As this occurred, the portfolio managed to keep pace with the solid gains in the first half of calendar year 2017. We believe we have done so with a lower risk profile than our benchmark, as we attempt to preserve our historical downside capture.

As bottom-up, fundamental investors, we would posit that thinking and acting differently against a universe of ideas where one possesses a unique or non-consensus view has the potential to best produce attractive risk-adjusted returns. We are ardent believers, however, that to fully understand the micro, one must appreciate the macro. We visualize the world of smaller company investment as being composed of a periodic table of small-cap elements. Each of these building blocks has the potential to create either a more or less favorable environment for small-cap equities in the future. Although a comprehensive, quantitative list is outside the bounds of these pages, the following provides a brief, qualitative summary:

Favorable Environment:		Unfavorable Environment:
+	Improving US economy	-	Historically high valuations
+	Recovering earnings growth	-	Lower systemic liquidity (i.e. Fed policy)
+	Less regulation	-	Increasing leverage
+	Lower (pending) corporate taxes	-	Improved sentiment
+	Improved confidence	-	Low volatility

Despite the present environment for small-caps appearing fairly balanced, our team is spending most of its time thinking and preparing for greater volatility ahead. The combination of market calm and high valuations usually breeds short- to intermediate-term dislocations that can rapidly change the prevailing opportunity set. Successfully navigating these periods is a critical factor in enabling long-term outperformance. In fact, many of the top contributors for the period were initially acquired or sized up during brief periods of distress.

Our top contributors for the fiscal year were spread across many sectors, providing balance in our returns. Waste Connections has demonstrated solid momentum thanks to its financially attractive acquisition of Progressive Waste and a solid economic backdrop. MACOM Technology has highlighted a data center opportunity over the next couple of years that was larger in magnitude than consensus expectations during a non-deal road show. IDEXX Laboratories gained after the company released positive second quarter results and favorable guidance on its financial outlook for the year and longer term vision. Cavium’s shares recovered from weakness after the firm reported commendable Q2 results and a positive pipeline view. In early September, Genesys announced a definitive agreement to acquire Interactive Intelligence (“ININ”) in an all-cash deal for $60.50 per share. The deal represented a 36% premium to ININ’s stock price on July 28, 2016, the trading day prior to media reports that ININ had hired an advisor to explore strategic alternatives.

www.brownadvisoryfunds.com

17

Brown Advisory Small-Cap Growth Fund

A Message to Our Shareholders

June 30, 2017

Detractors for the trailing 12 months included Liberty TripAdvisor; Diplomat Pharmacy; and Global Eagle Entertainment. Liberty TripAdvisor’s fundamentals have continued to be hampered by the introduction of its Instant Book product. We believe the company occupies a strategic place in the online travel ecosystem, and that fundamentals will begin to show improvement as the Instant Book rollout concludes. Diplomat Pharmacy declined on the surprising news that a once insignificant – and thus undisclosed – fee charged by pharmacy benefit managers had suddenly ballooned into a massive short-term and intermediate-term hit to cash flow. Absent this dramatic fee change, we believe the financial results were largely in line with embedded expectations. We eliminated Diplomat due to a lack of intermediate-term fundamental visibility. Global Eagle’s shares fell after the board replaced the company’s CEO and CFO at the end of February due to deficiencies in execution. In all of these cases, we have taken the time to learn any lessons that may improve our investment process and team, allowing for the potential to drive improved shareholder returns in the future.

Finally, we are privileged to have such a knowledgeable, well-educated, and long-term thinking client base. This is an invaluable asset when striving for investment excellence and we continue to focus on the breadth, diversity and quality of the new assets we acquire.

As mentioned previously, we continue to believe volatility will emerge over the next 12 months as the calm associated with the market’s recent ascent has a low probability of continuing. We have many high quality companies that we are eager to invest against … at the right price. By maintaining a strong team, sound process and deep list of researched smaller companies, we strive to generate solid risk-adjusted returns over the long-term.

Sincerely,

Christopher A. Berrier

Portfolio Manager

Past performance is not a guarantee of future results.

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

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report.

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

www.brownadvisoryfunds.com

18

Brown Advisory Small-Cap Growth Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
Information Technology	28.6%
Consumer Discretionary	20.3%
Industrials	19.1%
Health Care	14.5%
Money Market Funds	7.7%
Financials	3.4%
Telecommunication Services	3.3%
Consumer Staples	2.5%
Private Placements	0.5%
Contingent Value Rights	0.0%
Other Assets and Liabilities	0.1%
	100.0%

GROWTH OF A $10,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $10,000 investment, including reinvested dividends and distributions, in the Fund compared with the broad-based securities market index. The Russell 2000^® Growth Index (“Index”) measures the performance of the small-cap growth segment of the U.S. equity universe. It includes those Russell 2000^® companies with higher price to book value ratios and higher forecasted growth values. The Index is unmanaged and does not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

Average Annual Total Return as of 6/30/17	One Year	Five Year	Ten Year
Institutional Shares	16.57%	14.30%	8.69%
Investor Shares	16.40%	14.14%	8.68%
Advisor Shares	16.04%	13.86%	8.30%
Russell 2000® Growth Index	24.40%	13.98%	7.82%

	Institutional Shares	Investor Shares	Advisor Shares
Gross Expense Ratio1	0.99%	1.14%	1.39%
Net Expense Ratio1	0.99%	1.14%	1.39%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment performance reflects periods during which fee waivers were in effect. In the absence of such waivers, total return would have been reduced. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower.

¹   Per the Fund’s prospectus dated October 31, 2016. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

www.brownadvisoryfunds.com

19

Brown Advisory Small-Cap Growth Fund

Schedule of Investments

June 30, 2017

	Shares		Security Description	Value $
Common Stocks — 91.7%
Consumer Discretionary — 20.3%
		284,939	Black Diamond, Inc.*		1,894,844
		200,201	Bright Horizons Family Solutions, Inc.*		15,457,519
		359,229	Carrols Restaurant Group, Inc.*		4,400,555
		109,248	Carvana Co.*		2,236,307
		258,272	Core-Mark Holding Co., Inc.		8,538,472
		175,143	Cotiviti Holdings, Inc.*		6,504,811
		141,578	DigitalGlobe, Inc.*		4,714,548
		24,159	Expedia, Inc.		3,598,483
		392,802	Genpact, Ltd.		10,931,680
		35,487	Habit Restaurants, Inc.*		560,695
		190,934	Liberty Formula One*		6,688,418
		1,128,412	Liberty TripAdvisor Holdings, Inc.*		13,089,579
		112,383	Liberty Ventures*		5,876,507
		299,785	Lindblad Expeditions Holdings, Inc.*		3,147,743
		100,364	MakeMyTrip, Ltd.*		3,367,212
		93,575	Papa John’s International, Inc.		6,714,942
		42,720	PriceSmart, Inc.		3,742,272
		133,340	SiteOne Landscape Supply, Inc.*		6,941,680
					108,406,267
Consumer Staples — 2.5%
		37,508	Casey’s General Stores, Inc.		4,017,482
		113,858	TreeHouse Foods, Inc.*		9,301,060
					13,318,542
Financials — 3.4%
		244,856	ConnectOne Bancorp, Inc.		5,521,503
		163,242	Envestnet, Inc.*		6,464,383
		97,647	Prosperity Bancshares, Inc.		6,272,843
					18,258,729
Health Care — 14.5%
		93,053	Acceleron Pharma, Inc.*		2,827,881
		54,632	Agios Pharmaceuticals, Inc.*		2,810,816
		114,476	Alder Biopharmaceuticals, Inc.*		1,310,750
		97,830	BeiGene, Ltd. ADR*		4,402,350
		385,835	Catalent, Inc.*		13,542,809
		163,477	Charles River Laboratories International, Inc.*		16,535,699
		121,362	Coherus BioSciences, Inc.*		1,741,545
		50,304	Henry Schein, Inc.*		9,206,638
		31,501	IDEXX Laboratories, Inc.*		5,084,891
		58,514	Jounce Therapeutics, Inc.*		820,951
		115,737	Medidata Solutions, Inc.*		9,050,633
		50,429	Neurocrine Biosciences, Inc.*		2,319,734
		277,236	Novadaq Technologies, Inc.*		3,249,206
		68,760	Ultragenyx Pharmaceutical, Inc.*		4,270,684
					77,174,587
Industrials — 19.1%
		9,214	BWX Technologies, Inc.		449,183
		166,930	ESCO Technologies, Inc.		9,957,375
		213,117	Healthcare Services Group, Inc.		9,980,269
		171,247	HEICO Corp.		12,302,384
		224,459	Hexcel Corp.		11,849,191
		78,408	IDEX Corp.		8,860,888
		278,221	KeyW Holding Corp.*		2,601,366
		242,886	Knight Transportation, Inc.		8,998,926
		27,386	WageWorks, Inc.*		1,840,339
		382,682	Waste Connections, Inc.		24,652,342
		156,988	Woodward, Inc.		10,609,249
					102,101,512
Information Technology — 28.6%
		134,411	2U, Inc.*		6,306,564
		305,142	Acxiom Corp.*		7,927,589
		22,207	Appian Corp.*		403,057
		140,364	Aspen Technology, Inc.*		7,756,515
		135,177	Blackbaud, Inc.		11,591,428
		168,040	Broadridge Financial Solutions, Inc.		12,697,102
		344,090	BroadSoft, Inc.*		14,813,074
		189,710	Cavium, Inc.*		11,786,682
		94,305	CoreLogic, Inc.*		4,090,951
		4,035	CoStar Group, Inc.*		1,063,626
		64,705	Electronics For Imaging, Inc.*		3,065,723
		60,921	Fair Isaac Corp.		8,492,997
		36,472	Global Payments, Inc.		3,294,151
		96,320	Guidewire Software, Inc.*		6,618,147
		227,985	MACOM Technology Solutions Holdings, Inc.*		12,714,723
		139,448	MAXIMUS, Inc.		8,733,628
		289,406	Mimecast, Ltd.*		7,750,293
		105,880	Monotype Imaging Holdings, Inc.		1,937,604
		15,790	Nutanix, Inc.*		318,169
		45,189	Paylocity Holding Corp.*		2,041,639
		38,936	Proofpoint, Inc.*		3,380,813
		57,938	SPS Commerce, Inc.*		3,694,127
		36,481	Ultimate Software Group, Inc.*		7,663,199
		45,958	WEX, Inc.*		4,792,041
					152,933,842
Telecommunication Services — 3.3%
		364,930	Cogent Communications Holdings, Inc.		14,633,693
		791,075	Global Eagle Entertainment, Inc.*		2,816,227
					17,449,920
Total Common Stocks (Cost $362,181,455)					489,643,399
Private Placements — 0.5%
		18,800	Greenspring Global Partners IV-B, L.P.*^†		2,302,960
		85,769	Greenspring Global Partners V-B, L.P.*~†		112,500
Total Private Placements (Cost $32,019)					2,415,460
Contingent Value Rights — 0.0%
		118,191	Dyax Corp.*† (Acquired in January 2016)		131,192
Total Contingent Value Rights (Cost $131,192)					131,192

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

www.brownadvisoryfunds.com

20

Brown Advisory Small-Cap Growth Fund

Schedule of Investments

June 30, 2017

	Shares		Security Description	Value $
Short-Term Investments — 7.7%
Money Market Funds — 7.7%
		40,862,590	Cash Account Trust — Government
			& Agency Securities Portfolio —
			Institutional Shares, 0.88%#		40,862,590
Total Short-Term Investments (Cost $40,862,590)					40,862,590
Total Investments — 99.9% (Cost $403,207,256)					533,052,641
Other Assets in Excess of Liabilities — 0.1%					599,456
NET ASSETS — 100.0%				$	533,652,097

ADR — American Depositary Receipt

*	Non-Income Producing
^	Security is exempt from registration under Regulation D of the Securities Act of 1933. Security was acquired from February 2008 to August 2016 as part of a $2,000,000 capital commitment. At June 30, 2017, $1,880,000 of the capital commitment has been fulfilled by the Fund.
~	Security is exempt from registration under Regulation D of the Securities Act of 1933. Security was acquired from October 2012 to February 2017 as part of a $100,000 capital commitment. At June 30, 2017, $85,000 of the capital commitment has been fulfilled by the Fund.
†	These securities are being fair valued under the supervision of the Board of Trustees. Further, they may not be sold by the Fund and are considered illiquid. At June 30, 2017 the total market value of securities considered illiquid was $2,546,652 or 0.5% of net assets.
#	Annualized seven-day yield as of June 30, 2017.

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

www.brownadvisoryfunds.com

21

Brown Advisory Small-Cap Fundamental Value Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

During the year ended June 30, 2017, the Brown Advisory Small-Cap Fundamental Value Fund Investor Shares (the “Fund”) increased 19.54% in value. During the same period, the Russell 2000® Value Index, the Fund’s benchmark, increased 24.86%.

During the year, the Fund’s positive performance resulted from a combination of strong absolute performance in industrials, real estate and health care, as well as meaningful stock selection and sector allocation in energy and utilities. Our drag in the consumer discretionary, information technology, and material sectors was the cause for the Fund to underperform relative to the benchmark.

Synovus was the Fund’s largest individual contributor to performance during the year. During April, the company saw its share price rise following a strong first-quarter earnings release. Earnings came in ahead of expectations and the company raised full-year guidance. Additionally, the company announced the acquisition of the financial arm of Cabela’s, which has the potential to be immediately accretive to earnings and to capital.

Core-Mark, a long-term holding in the Fund and in the past a top contributor, was our largest detractor during the period. The stock was down during the period on the announcement that a major customer will be terminating its supply agreement with Core-Mark’s operation in its Southeast region effective January 2017.

The Fund added 18 new companies during the course of the year. Sizeable additions included Nexstar Media Group, Continental Building Products, and Altisource Residential. On January 3, 2017, Ares Capital Corporation completed the previously announced acquisition of American Capital.

Nexstar is one of the largest local broadcasting companies in the U.S. With its acquisition of Media General, Nexstar will own over 150 TV stations in 100 markets and related digital properties. The company has been diversifying away from local advertising revenues with almost half of EBITDA having been generated from other sources, largely carriage fees and digital advertising. With high free cash flow conversion and declining leverage, we believe Nexstar has the potential to generate excess cash flow following the Media General transaction. With the stock having traded at 7x EBITDA, we believe this is an attractive valuation.

Continental Building Products is a leading producer of gypsum wallboard and complementary finishing products in the United States and Canada. The company is the fifth largest player nationally (10% share), but given wallboard’s high “weight to value” ratio the industry operates more at the local level. Continental Building Products is a market leader east of the Mississippi with an estimated 30-35% in some key major metropolitan markets. Former parent company Lafarge built the business through acquisitions and greenfield expansion; spending over $575m in CAPEX over its 17 years of ownership, before selling it to private equity in 2013. That capital spend has left them with some of the newest and most cost-efficient capacity in the industry that has required very little in terms of sustaining CAPEX. With EBITDA margins having been near 30%, we expect free cash flow conversion to remain attractive in the near term. The stock has recently traded at a discount to the rest of the building products group and has had a 10% free cash flow yield. We believe that with attractive leverage to EBITDA levels, few CAPEX needs in the near term, and very little appetite for mergers and acquisitions, the vast majority of free cash flow has the potential to be returned to shareholders through buybacks going forward.

Altisource Residential Corporation owns a portfolio of over 10,000 single family rental properties. We believe we made an investment into this emerging single-family-rental operator at a 35% discount to undepreciated book value and a 27% discount to our estimate of NAV. The company has been in the midst of a transition from a non-performing loan purchaser to pure-play single-family rental Real Estate Investment Trust. As this multi-quarter conversion takes place, earnings have the potential to become more stable and we believe investors may begin to value this company against peers who trade on multiples of undepreciated book value, NAV and funds from operations.

During the year, there were 12 deletions from the Fund’s portfolio, six of which were a result of corporate actions. Diamond Resorts was acquired by affiliates of private equity firm Apollo Global Management for $2.2 billion. ElectroRent agreed to be purchased by private equity firm Platinum Equity for $13.12/share. Subsequent to that announcement ElectroRent was approached by a third party with a counter bid causing Platinum to raise their offer to $15.50, setting the price for which the company was ultimately sold in August. Patriot National announced that they had received an enhanced offer from Ebix following a $9.50/share offer announced in June. We took advantage of strength to finish exiting the position. On January 3rd, Ares Capital Corporation completed the previously announced acquisition of American Capital. Also in January, NorthStar Realty Finance completed its merger-of-equals transaction with NorthStar Asset Management Group and Colony Capital, Inc. The new entity is listed under the ticker CLNS (Colony NorthStar, Inc.). Finally, in April, Air Methods completed its announced sale to private equity firm American Securities.

www.brownadvisoryfunds.com

22

Brown Advisory Small-Cap Fundamental Value Fund

A Message to Our Shareholders

June 30, 2017

While we believe we have a robust pipeline, it is heavily weighted towards investments that need to see some price decline in order to meet our return objectives. We are keenly interested in the upcoming earnings season to give us a better indication of economic activity. Given the continued high valuation of the markets, we are approaching the rest of 2017 with caution.

Sincerely,

J. David Schuster

Portfolio Manager

Past performance is not a guarantee of future results.

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

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report.

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

www.brownadvisoryfunds.com

23

Brown Advisory Small-Cap Fundamental Value Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
Financials	28.8%
Consumer Discretionary	14.9%
Industrials	14.2%
Real Estate Investment Trusts	11.9%
Information Technology	11.4%
Materials	5.6%
Money Market Funds	4.6%
Energy	2.8%
Telecommunication Services	2.6%
Health Care	1.8%
Consumer Staples	1.1%
Utilities	0.5%
Other Assets and Liabilities	(0.2)%
	100.0%

GROWTH OF A $10,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $10,000 investment, including reinvested dividends and distributions, in the Fund as measured against a broad-based securities market index. The Russell 2000^® Value Index (“Index”) measures the performance of small-cap value segment of the U.S. equity universe. It includes those Russell 2000^® companies with lower price to book ratios and lower forecasted growth values. The Index is unmanaged and does not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

			Since Inception
Average Annual Total Return as of 6/30/17	One Year	Five Year	(12/31/08)
Institutional Shares1	19.73%	14.73%	16.01%
Investor Shares	19.54%	14.56%	15.83%
Advisor Shares2	19.29%	14.26%	15.55%
Russell 2000® Value Index	24.86%	13.39%	13.25%

	Institutional Shares	Investor Shares	Advisor Shares
Gross Expense Ratio3	1.23%	1.38%	1.63%
Net Expense Ratio3	1.23%	1.38%	1.63%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment performance reflects periods during which fee waivers were in effect. In the absence of such waivers, total return would have been reduced. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower.

1	Performance information for the Institutional Shares, prior to commencement of operations on October 19, 2012, is based on the performance of Investor Shares, and adjusted for the lower expenses applicable to Institutional Shares.
2	Performance information for Advisor Shares, prior to commencement on July 28, 2011, is based on the performance of Investor Shares, and adjusted for the higher expenses applicable to Advisor Shares.
3	Per the Fund’s prospectus dated October 31, 2016. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

www.brownadvisoryfunds.com

24

Brown Advisory Small-Cap Fundamental Value Fund

Schedule of Investments

June 30, 2017

	Shares		Security Description	Value $
Common Stocks — 83.7%
Consumer Discretionary — 14.9%
		115,430	Carriage Services, Inc.		3,111,993
		238,499	Cato Corp.		4,195,197
		649,915	Core-Mark Holding Co., Inc.		21,486,190
		108,193	Culp, Inc.		3,516,273
		1,945,907	Denny’s Corp.*		22,903,325
		405,427	DigitalGlobe, Inc.*		13,500,719
		152,300	Liberty Ventures*		7,963,767
		386,588	Loral Space & Communications, Inc.*†		16,062,731
		468,065	Murphy USA, Inc.*		34,688,297
		381,852	Nexstar Broadcasting Group, Inc.		22,834,750
		1,478,481	Regis Corp.*		15,184,000
		874,034	TEGNA, Inc.		12,594,830
					178,042,072
Consumer Staples — 1.1%
		120,634	Casey’s General Stores, Inc.		12,921,108
Energy — 2.8%
		182,186	Linn Energy, Inc.*		5,563,960
		112,400	Natural Gas Services Group, Inc.*		2,793,140
		1,398,624	Par Pacific Holdings, Inc.*†		25,231,177
					33,588,277
Financials — 28.8%
		1,411,416	Ares Capital Corp.		23,118,994
		330,180	Assurant, Inc.		34,236,364
		381,372	Capital Bank Financial Corp.		14,530,273
		145,885	Farmers Capital Bank Corp.		5,623,867
		220,304	Howard Bancorp, Inc.*†		4,240,852
		908,957	McGrath RentCorp†		31,477,181
		359,198	Medley Management, Inc.†		2,334,787
		590,733	National Bank Holdings Corp.		19,559,170
		967,610	National General Holdings Corp.		20,416,571
		583,567	OceanFirst Financial Corp.		15,826,337
		124,878	Oritani Financial Corp.		2,129,170
		289,028	Pacific Premier Bancorp, Inc.*		10,665,133
		408,279	Primerica, Inc.		30,927,134
		338,171	Renasant Corp.		14,791,600
		272,794	State National Cos, Inc.		5,013,954
		1,091,985	Synovus Financial Corp.		48,309,416
		1,158,086	TFS Financial Corp.		17,915,590
		197,491	TriState Capital Holdings, Inc.*		4,976,773
		264,311	Triumph Bancorp, Inc.*		6,488,835
		298,717	Virtus Investment Partners, Inc.		33,142,651
					345,724,652
Health Care — 1.8%
		95,971	Addus HomeCare Corp.*		3,570,121
		364,437	Providence Service Corp.*		18,444,157
					22,014,278
Industrials — 14.2%
		1,094,753	Albany International Corp.†		58,459,810
		926,313	Continental Building Products, Inc.*		21,583,093
		405,777	EnPro Industries, Inc.		28,960,305
		732,981	Federal Signal Corp.		12,724,550
		335,604	Kadant, Inc.		25,237,421
		75,355	KMG Chemicals, Inc.		3,667,528
		459,706	Simpson Manufacturing Co., Inc.		20,093,749
					170,726,456
Information Technology — 11.4%
		271,934	Broadridge Financial Solutions, Inc.		20,547,333
		226,771	Cars.com, Inc.*		6,038,912
		966,579	CTS Corp.†		20,878,106
		223,172	DST Systems, Inc.		13,769,712
		922,597	EchoStar Corp.*		56,001,638
		306,877	MAXIMUS, Inc.		19,219,707
					136,455,408
Materials — 5.6%
		294,315	Clearwater Paper Corp.*		13,759,226
		396,170	Deltic Timber Corp.†		29,578,052
		301,303	Neenah Paper, Inc.		24,179,566
					67,516,844
Telecommunication Services — 2.6%
		405,538	ATN International, Inc.		27,755,021
		126,666	Hawaiian Telcom, Inc.*		3,165,383
					30,920,404
Utilities — 0.5%
		551,882	Star Gas Partners L.P.		5,982,401
Total Common Stocks (Cost $744,210,134)					1,003,891,900
Real Estate Investment Trusts — 11.9%
		1,640,003	Altisource Residential Corp.		21,221,639
		2,278,473	Colony NorthStar, Inc.		32,103,685
		1,761,255	Forest City Realty Trust, Inc.		42,569,533
		3,290,290	MFA Financial, Inc.		27,605,533
		1,019,729	Xenia Hotels & Resorts, Inc.		19,752,151
Total Real Estate Investment Trusts (Cost $123,757,331)					143,252,541
Short-Term Investments — 4.6%
Money Market Funds — 4.6%
		55,425,717	Cash Account Trust — Government
			& Agency Securities Portfolio —
			Institutional Shares, 0.88%#		55,425,717
Total Short-Term Investments (Cost $55,425,717)					55,425,717
Total Investments — 100.2% (Cost $923,393,182)					1,202,570,158
Liabilities in Excess of Other Assets — (0.2)%					(2,241,647	)
NET ASSETS — 100.0%				$	1,200,328,511

*	Non-Income Producing
†	All or a portion of this security is considered illiquid. At June 30, 2017 the total market value of securities considered illiquid was $36,635,854 or 3.1% of net assets.
#	Annualized seven-day yield as of June 30, 2017.

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

www.brownadvisoryfunds.com

25

Brown Advisory Global Leaders Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

During the year ended June 30, 2017, the Brown Advisory Global Leaders Fund (the “Fund”) increased by 19.39% in value. During the same period, the Russell Global Large Cap Index, the Fund’s benchmark, increased by 18.85%.

Political change, both real and perceived, was undoubtedly the driving force in the period. The year started in the aftermath of the UK electorate’s decision to leave the European Union on June 23rd and markets rallied on hopes of an amicable solution. The biggest political event of the period was Donald Trump’s victory in the U.S. presidential election on November 9th. Investors initially embraced the new U.S. administration’s economic policies and developed world equity markets rallied in the final two months of 2016 with economically sensitive sectors such as financials leading the rotation. Concerns over the prospects of an ever strengthening dollar contributed to relative underperformance of emerging markets in the weeks following the election. Elsewhere, the penchant for cyclical rather than structural growth resulted in relative underperformance for our technology holdings in the final quarter of 2016. As the new year of 2017 matured, the equity market rally became more broad-based with investors taking comfort from diminishing political risk and improving economic data in Europe. The final quarter of the period was characterized by encouraging first quarter results from corporates, including the majority of the strategy’s holdings, and global indices continued to make new highs in the final moments of the period.

Despite investors having something of a love/hate relationship with technology companies, technology was the biggest contributor to performance during the year. Sector-based pigeon-holing can create an overly simplified view of the investment landscape. We view our technology franchises as having largely heterogeneous business models and their ability to keep uniquely satisfying their customers contributed to strong operational and share price performances in the year. With this in mind MasterCard, Google owner Alphabet, and Priceline were meaningful positive contributors to performance during the period. Elsewhere the election of Donald Trump in November 2016 resulted in share price gains for U.S. financials as investors priced in expectations of deregulation and rising interest rate. Accordingly, Charles Schwab and JPMorgan were the strategy’s two biggest positive contributors to performance during the period. Rotation and fears about the impact of dollar strength and domestic economic mismanagement resulted in underperformance for our Asian financials Bank Rakyat, AIA and HDFC Bank in the final quarter of 2016. We took the opportunity to selectively increase our exposure to our Asian financials on weakness and were rewarded with strong performances in the second half of the period on the back of robust results.

On the negative front health care was the main area of underperformance in the period largely due to stock-specific issues. Novo Nordisk shares were weak on the back of increased competition in the U.S. insulin market. Sun Pharmaceutical suffered a similar fate with rising competitive intensity in the U.S. putting pressure on the growth and profitability of their generic drug franchise. Elsewhere Danish enzyme manufacturer Novozymes also contributed negatively to performance after the company revised its 2016 growth outlook. We followed our drawdown process for Novo Nordisk, Sun Pharmaceuticals and Novozymes where we automatically review each individual investment thesis after a company’s shares drop 20% below where we initiated with the aim of the review being to either add to the position or exit. This part of our process is designed to combat the damaging impact of loss aversion which can create significant damage to client’s capital if left unchecked. In the case of Novo Nordisk, Sun Pharmaceutical and Novozymes we decided that increasing competition was undermining each company’s economic moat and that franchise quality was in danger of being corrupted so we exited our positions.

We continued to scour the four corners of the globe looking for special customer-focused franchises that trade at discounts to intrinsic value. Our research efforts bore multiple new fruits with a number of additions to the strategy during the period. Our work in Europe coincided with signs of an improvement in the economic and political environment in the region and as a result, we added Safran, Schindler and Hiscox to the strategy. Elsewhere following extensive research, including a trip to Japan, we added Hoshizaki to the portfolio. Hoshizaki has been the market leader in ice machines for the hospitality industry and we believe it has significant opportunities to expand internationally and into other product areas. Finally in the U.S., we added Microsoft and Fleetcor to the portfolio with both franchises having offered significant productivity improvements to their customers, in cloud computing and fuel cards, respectively.

We continue to look for the optimal blend of risk and reward for our client’s capital and with the exception of Novo Nordisk, Sun Pharmaceutical and Novozymes, the majority of the deletions from the portfolio were due to opportunity cost; we exited Apple, Subaru, Alexion and NXP Semiconductors for this reason. The only exception to this was United Internet which we sold on the back of concerns about the competitive environment in the German telecom market.

www.brownadvisoryfunds.com

26

Brown Advisory Global Leaders Fund

A Message to Our Shareholders

June 30, 2017

The Fund invests in market-leading companies from across the globe that we believe deliver exceptional customer outcomes. We believe that companies that combine a superior outcome for their customers with strong leadership have the potential to generate high and sustainable returns on invested capital (“ROIC”) and can lead to attractive shareholder returns. Although we saw a significant amount of political change this year, we remain encouraged that the operational performance of our companies remains robust and that the aggregate valuations for the portfolio are at what we believe to be attractive levels. Given these qualities we were rewarded with outperformance during the period and, whilst gratifying, we would encourage our investors to focus on the long-term as the Fund seeks to compound excess economic returns at above market growth rates for many years to come. We believe that regardless of short-term political and economic vicissitudes, a concentrated low-turnover portfolio of global leaders has the potential to produce attractive long-term risk-adjusted returns for our clients.

Sincerely,

Michael Dillon

Lead Portfolio Manager

Bertie Thomson

Portfolio Manager

Past performance is not a guarantee of future results.

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

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

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report.

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

www.brownadvisoryfunds.com

27

Brown Advisory Global Leaders Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
Information Technology	27.4%
Financials	18.8%
Industrials	14.2%
Consumer Staples	13.0%
Consumer Discretionary	12.3%
Health Care	6.1%
Materials	6.0%
Money Market Funds	1.8%
Other Assets and Liabilities	0.4%
	100.0%

GROWTH OF A $10,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $10,000 investment, including reinvested dividends and distributions, in the Fund as measured against a broad-based securities market index. The Russell Global Large Cap Index (“Index”) measures the performance of the largest securities in the Russell Global Index, based on market capitalization. The Index is unmanaged and does not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

		Since Inception
Average Annual Total Return as of 6/30/17	One Year	(7/1/15)
Investor Shares	19.39%	7.34%
Russell Global Large Cap Index	18.85%	6.71%

	Investor Shares
Gross Expense Ratio1	1.42%
Net Expense Ratio1	0.86%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment performance reflects periods during which fee waivers were in effect. In the absence of such waivers, total return would have been reduced. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower. Short-term performance, in particular, is not a good indication of the Fund’s future performance, and an investment should not be made based solely on returns.

¹ Per the Fund’s prospectus dated October 31, 2016. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

www.brownadvisoryfunds.com

28

Brown Advisory Global Leaders Fund

Schedule of Investments

June 30, 2017

	Shares		Security Description	Value $
Common Stocks — 97.8%
China — 3.2%
		173,783	AIA Group, Ltd.		1,271,459
France — 3.5%
		14,982	Safran SA		1,373,947
Germany — 3.4%
		11,177	Henkel AG & Co. KGaA		1,353,921
India — 3.0%
		46,450	HDFC Bank, Ltd.		1,195,286
Indonesia — 2.2%
		765,800	Bank Rakyat Indonesia Persero		873,804
Japan — 1.6%
		6,728	Hoshizaki Corp.		610,437
Sweden — 2.8%
		31,749	Atlas Copco AB		1,097,396
Switzerland — 3.5%
		6,539	Schindler Holding AG		1,359,192
Taiwan — 3.4%
		38,849	Taiwan Semiconductor
			Manufacturing Co., Ltd. ADR		1,358,161
United Kingdom — 5.9%
		42,318	Hiscox Ltd		698,739
		30,008	Unilever PLC		1,623,977
					2,322,716
United States — 65.3%
Consumer Discretionary — 10.8%
		5,184	FleetCor Technologies, Inc.*		747,585
		11,355	NIKE, Inc.		669,945
		535	Priceline Group, Inc.*		1,000,728
		11,352	Starbucks Corp.		661,935
		16,158	TJX Companies, Inc.		1,166,123
					4,246,316
Consumer Staples — 5.4%
		10,996	Brown-Forman Corp.		534,406
		16,709	Estee Lauder Companies, Inc.		1,603,730
					2,138,136
Financials — 8.6%
		24,852	Charles Schwab Corp.		1,067,642
		17,926	JPMorgan Chase & Co.		1,638,436
		5,376	Moody’s Corp.		654,152
					3,360,230
Health Care — 6.1%
		7,091	Cigna Corp.		1,186,962
		10,132	Edwards Lifesciences Corp.*		1,198,008
					2,384,970
Industrials — 4.5%
		5,642	3M Co.		1,174,608
		7,000	Verisk Analytics, Inc.*		590,590
					1,765,198
Information Technology — 23.9%
		2,076	Alphabet, Inc. — Class C*		1,886,523
		15,095	Cognizant Technology Solutions Corp.		1,002,308
		7,725	Facebook, Inc.*		1,166,321
		10,885	MasterCard, Inc.		1,321,983
		26,224	Microsoft Corp.		1,807,620
		12,853	PayPal Holdings, Inc.*		689,821
		16,494	Visa, Inc.		1,546,807
					9,421,383
Materials — 6.0%
		8,447	Ecolab, Inc.		1,121,339
		3,541	Sherwin-Williams Co.		1,242,750
					2,364,089
Total United States					25,680,322
Total Common Stocks (Cost $31,246,830)					38,496,641
Short-Term Investments — 1.8%
Money Market Funds — 1.8%
		694,025	Cash Account Trust — Government
			& Agency Securities Portfolio —
			Institutional Shares, 0.88%#		694,025
Total Short-Term Investments (Cost $694,025)					694,025
Total Investments — 99.6% (Cost $31,940,855)					39,190,666
Other Assets in Excess of Liabilities — 0.4%					163,107
NET ASSETS — 100.0%				$	39,353,773

ADR — American Depositary Receipt

*	Non-Income Producing
#	Annualized seven-day yield as of June 30, 2017.

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

www.brownadvisoryfunds.com

29

Brown Advisory Intermediate Income Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

During the year ended June 30, 2017, the Brown Advisory Intermediate Income Fund Investor Shares (the “Fund”) increased 0.40% in value. During the same period, the Bloomberg Barclays Intermediate US Aggregate Bond Index, the Fund’s benchmark, declined by 0.16%.

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

The last year has been a period of high interest rate volatility, but persistently tighter credit spreads. The Fund was overweight credit generally, and corporate bonds were the largest contributors to performance. Among our best performers were: Micron Technology (+9.37%) HollyFrontier Corp. (+ 8.24%), Mylan Inc. (+7.95%) and FMC Technologies (+7.00%).

Mortgage Backed Securities (“MBS”) selection was a mild negative, with all the underperformance coming in the fourth quarter of 2016. In MBS, we focus on bonds that will repay principal slower and therefore return more in interest over the life of the bond. The sudden jump in rates caused some of these bonds to look less attractive. Over time, even at higher rate levels, investors are better off with bonds that repay at a slower pace and hence we are happy to wait out this period of high volatility.

Looking forward, there are plenty of threats to the bond market: the economy could improve and interest rates could rise or the economy could weaken and credit would perform poorly. Finding the right balance of risk and reward at this point in the cycle requires a disciplined process, an open mind, and discerning analysis. We believe that if we can maintain attractive yields within the Fund while avoiding poor risk/reward situations, we have the potential to deliver strong investment performance wherever the economy moves next.

We remain focused on our core philosophy of seeking sectors and bonds that we believe are underpriced on a fundamental basis while maintaining the core stability that our investors expect from the Fund.

Sincerely,

Paul D. Corbin

Portfolio Manager

Thomas D.D. Graff, CFA

Portfolio Manager

Past performance is not a guarantee of future results.

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

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report.

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

www.brownadvisoryfunds.com

30

Brown Advisory Intermediate Income Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
Corporate Bonds & Notes	28.8%
Affiliated Mutual Funds	21.7%
Mortgage Backed Securities	15.8%
U.S. Treasury Notes	12.4%
Asset Backed Securities	9.9%
Municipal Bonds	7.6%
Money Market Funds	2.4%
Other Assets and Liabilities	1.4%
	100.0%

GROWTH OF A $10,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $10,000 investment, including reinvested dividends and distributions, in the Fund as measured against a broad-based bond index. The Bloomberg Barclays Intermediate US Aggregate Bond Index (“Index”) represents domestic taxable investment grade bonds, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities with average maturities and durations in the intermediate range. The Index is unmanaged and does not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

Average Annual Total Return as of 6/30/17	One Year	Five Year	Ten Year
Investor Shares	0.40%	1.46%	3.68%
Advisor Shares	0.16%	1.21%	3.43%
Bloomberg Barclays Intermediate US Aggregate Bond Index	-0.16%	1.87%	4.04%

	Investor Shares	Advisor Shares
Gross Expense Ratio1	0.61%	0.86%
Net Expense Ratio1	0.54%	0.79%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment performance reflects periods during which fee waivers were in effect. In the absence of such waivers, total return would have been reduced. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower.

¹ Per the Fund’s prospectus dated October 31, 2016. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

www.brownadvisoryfunds.com

31

Brown Advisory Intermediate Income Fund

Schedule of Investments

June 30, 2017

	Par Value		Security Description	Rate			Maturity	Value $
Corporate Bonds & Notes — 28.8%
		1,365,000	21st Century Fox America, Inc.		3.00	%	09/15/2022		1,386,541
		1,200,000	Activision Blizzard, Inc.^		6.13	%	09/15/2023		1,295,296
		1,405,000	American Express Credit Corp.#		1.92	%	03/03/2022		1,415,467
		1,420,000	American Tower Corp.		2.25	%	01/15/2022		1,386,079
		1,355,000	Analog Devices, Inc.		3.13	%	12/05/2023		1,371,389
		1,410,000	AstraZeneca PLC		1.95	%	09/18/2019		1,414,109
		1,380,000	AutoZone, Inc.		2.50	%	04/15/2021		1,377,631
		1,380,000	BB&T Corp.		2.75	%	04/01/2022		1,401,317
		1,310,000	Boston Properties L.P.		3.85	%	02/01/2023		1,379,871
		1,400,000	Broadcom Corp.^		3.88	%	01/15/2027		1,440,453
		1,385,000	Campbell Soup Co.		2.50	%	08/02/2022		1,386,011
		1,355,000	Canadian Natural Resources, Ltd.		3.80	%	04/15/2024		1,373,282
		1,306,000	CC Holdings GS V LLC		3.85	%	04/15/2023		1,374,748
		1,375,000	Clorox Co.		3.05	%	09/15/2022		1,411,579
		1,335,000	Dollar General Corp.		4.15	%	11/01/2025		1,411,477
		1,410,000	Education Realty Operating Partnership L.P.		4.60	%	12/01/2024		1,435,577
		1,370,000	Energy Transfer L.P.		4.05	%	03/15/2025		1,377,695
		1,245,000	Fidelity National Information Services, Inc.		5.00	%	10/15/2025		1,392,596
		1,395,000	Healthcare Trust of America Holdings L.P.		3.75	%	07/01/2027		1,381,743
		1,375,000	JB Hunt Transport Services, Inc.		2.40	%	03/15/2019		1,383,024
		1,275,000	Micron Technology, Inc.		7.50	%	09/15/2023		1,428,637
		1,295,000	MPLX L.P.		4.50	%	07/15/2023		1,376,487
		685,000	Mylan NV		3.95	%	06/15/2026		695,339
		1,565,000	Providence Health & Services Obligated Group#		2.10	%	10/01/2017		1,567,836
		1,365,000	Rockwell Collins, Inc.		2.80	%	03/15/2022		1,379,084
		2,115,000	Royal Bank of Canada#		1.74	%	03/06/2020		2,122,853
		1,240,000	Sabine Pass Liquefaction LLC		5.88	%	06/30/2026		1,388,222
		1,405,000	Verizon Communications, Inc.#		2.25	%	03/16/2022		1,422,444
Total Corporate Bonds & Notes (Cost $38,783,678)									39,176,787
Mortgage Backed Securities — 15.8%
		2,740	FHLMC PC, Pool# C0-0210		8.00	%	01/01/2023		2,996
		347,111	FHLMC PC, Pool# 1B-0889#		3.39	%	05/01/2033		365,998
		2,009,743	FHLMC PC, Pool# Q2-5749		4.00	%	04/01/2044		2,116,211
		1,321,391	FHLMC PC, Pool# Q4-2019		3.00	%	07/01/2046		1,319,802
		76,260	FHLMC REMIC, Series 2782		4.00	%	11/15/2033		77,430
		1,600,000	FHMS, Series K-042		2.67	%	12/25/2024		1,610,751
		1,525,000	FHMS, Series K-046		3.21	%	03/25/2025		1,586,692
		700,000	FHMS, Series K-047#		3.33	%	05/25/2025		733,923
		1,550,000	FHMS, Series K-048#		3.28	%	06/25/2025		1,620,278
		16,629	FNMA, Pool# 539082		7.00	%	08/01/2028		16,743
		8,531	FNMA, Pool# 625536		6.00	%	01/01/2032		9,598
		38,865	FNMA, Pool# 628837		6.50	%	03/01/2032		43,315
		105,977	FNMA, Pool# 663238		5.50	%	09/01/2032		117,363
		12,824	FNMA, Pool# 741373#		2.78	%	12/01/2033		13,303
		35,402	FNMA, Pool# 744805#		2.89	%	11/01/2033		35,991
		65,438	FNMA, Pool# 764342#		2.90	%	02/01/2034		67,674
		36,932	FNMA, Pool# 848817		5.00	%	01/01/2036		40,537
		2,184,303	FNMA, Pool# AB9339		3.00	%	05/01/2043		2,197,580
		1,298,223	FNMA, Pool# AL8256		3.00	%	03/01/2046		1,309,463
		645,055	FNMA, Pool# AS1474		4.50	%	01/01/2044		692,615
		721,767	FNMA, Pool# AV7911		4.50	%	01/01/2044		775,963
		4,328,009	FNMA, Pool# AY3879		3.50	%	11/01/2045		4,449,243
		1,962,623	FNMA, Pool# AY3880		4.00	%	11/01/2045		2,065,428
		1,800,204	FNMA REMIC Trust, Series 2013-115 A1~		3.00	%	04/25/2031		227,195
		16,797	GNMA, Pool# 487110		6.50	%	04/15/2029		19,457

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

www.brownadvisoryfunds.com

32

Brown Advisory Intermediate Income Fund

Schedule of Investments

June 30, 2017

	Par
	Value/Shares		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 15.8% (Continued)
		6,213	GNMA, Pool# 571166		7.00	%	08/15/2031		6,377
		27,050	GNMA, Pool# 781186		9.00	%	06/15/2030		30,026
Total Mortgage Backed Securities (Cost $21,558,860)									21,551,952
Asset Backed Securities — 9.9%
		376,428	AmeriCredit Automobile Receivables Trust, Series 2017-2 A1		1.20	%	05/18/2018		376,423
		196,358	AmeriCredit Automobile Receivables Trust, Series 2016-1 A2A		1.52	%	06/10/2019		196,374
		700,000	AmeriCredit Automobile Receivables Trust, Series 2015-4 A3		1.70	%	07/08/2020		700,176
		875,000	AmeriCredit Automobile Receivables Trust, Series 2015-3 B		2.08	%	09/08/2020		877,987
		1,000,000	BlueMountain CLO, Ltd., Series 2015-3A B#^		4.26	%	10/20/2027		1,005,673
		2,500,000	Capital Auto Receivables Asset Trust, Series 2014-3 B^		2.35	%	07/22/2019		2,509,509
		855,395	Continental Airlines Trust, Series 1999-1 A		6.55	%	08/02/2020		893,888
		794,390	Federal Express Corp., Series 1998-1		6.72	%	07/15/2023		871,327
		1,500,000	Octagon Investment Partners 24, Ltd., Series 2015-1A A2#^		3.12	%	05/21/2027		1,500,358
		1,000,000	Octagon Investment Partners 30, Ltd., Series 2017-1A B#^		3.38	%	03/17/2030		1,001,760
		135,173	OSCAR U.S. Funding Trust IV, Series 2016-1A A2B#^		2.69	%	07/15/2020		135,980
		105,799	OSCAR U.S. Funding Trust V, Series 2016-2A A2B#^		2.39	%	11/15/2019		106,302
		1,500,000	OZLM XIII, Ltd., Series 2015-13A A2#^		3.27	%	07/30/2027		1,506,324
		216,078	Santander Drive Auto Receivables Trust, Series 2015-4 A3		1.58	%	09/16/2019		216,109
		1,500,000	Stewart Park CLO, Ltd., Series 2015-1A B#^		3.16	%	04/15/2026		1,501,887
Total Asset Backed Securities (Cost $13,380,510)									13,400,077
Municipal Bonds — 7.6%
		670,000	District of Columbia, Series 2010F		4.71	%	12/01/2022		751,177
		1,395,000	Florida Hurricane Catastrophe Fund		2.11	%	07/01/2018		1,403,537
		1,000,000	Illinois, State of		2.30	%	06/15/2019		999,790
		1,390,000	Maryland Health & Higher Educational Facilities Authority		3.43	%	07/01/2023		1,424,500
		2,000,000	Miami-Dade County Florida Aviation		2.37	%	10/01/2023		1,941,460
		1,315,000	New York State Dormitory Authority		4.00	%	07/01/2039		1,341,944
		1,250,000	North Texas Tollway Authority		8.91	%	02/01/2030		1,434,938
		1,000,000	Texas A&M University		3.23	%	05/15/2027		1,022,660
Total Municipal Bonds (Cost $10,342,454)									10,320,006
U.S. Treasury Notes — 12.4%
		1,470,000	United States Treasury Note		0.75	%	10/31/2017		1,468,368
		3,645,000	United States Treasury Note		1.38	%	02/29/2020		3,632,757
		7,960,000	United States Treasury Note		1.88	%	08/31/2022		7,945,696
		4,000,000	United States Treasury Note		1.63	%	05/15/2026		3,792,892
Total U.S. Treasury Notes (Cost $16,949,911)									16,839,713
Affiliated Mutual Funds (Note 3) — 21.7%
		2,995,189	Brown Advisory Mortgage Securities Fund — Institutional Shares						29,562,515
Total Affiliated Mutual Funds (Cost $30,238,441)									29,562,515
Short-Term Investments — 2.4%
Money Market Funds — 2.4%
		3,321,580	First American Treasury Obligations Fund — Class Z, 0.85%*						3,321,580
Total Short-Term Investments (Cost $3,321,580)									3,321,580
Total Investments — 98.6% (Cost $134,575,434)									134,172,630
Other Assets in Excess of Liabilities — 1.4%									1,865,826
NET ASSETS — 100.0%								$	136,038,456

*	Annualized seven-day yield as of June 30, 2017.
^	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2017, the value of these securities amounted to $12,003,542 or 8.8% of net assets.
~	Interest Only Security
#	Variable rate security. Rate disclosed is as of June 30, 2017.

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

www.brownadvisoryfunds.com

33

Brown Advisory Total Return Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

During the year ended June 30, 2017, the Brown Advisory Total Return Fund Institutional Shares (the “Fund”) was up 0.80%, modestly ahead of the -0.31% return for the Bloomberg Barclays US Aggregate Bond Index, the Fund’s benchmark.

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

The last year has been a period of high interest rate volatility but persistently tighter credit spreads. While the Fund was generally overweight to credit, the Fund’s corporate bonds’ maturities were, on average, intentionally shorter than those in the benchmark. This positioning allows us to capitalize on our bottom-up selection while not courting unnecessary volatility at the portfolio level.

The attribution for this period validates this approach. For corporate bonds, the “allocation” effect, which measures the impact of your weightings to a class of bonds, was negative 0.25%. But the “selection” effect was +1.30%, which means our selections performed far better than the average bond in the benchmark. This is exactly what we were trying to achieve, focusing our efforts where we have the biggest edge.

Among our stronger performing individual selections were Cornerstone Chemicals (+16.69%), Brookfield Residential (+14.03%), Micron Technology (+13.83%), Capital One (+12.24%) and Interface Security (+13.28%).

Mortgage Backed Securities (“MBS”) selection was a mild negative, with all the underperformance coming in the fourth quarter of 2016. Within MBS, we focus on bonds that will repay principal more slowly and, therefore, return more in interest over the life of the bond. The sudden jump in rates caused some of these bonds to look less attractive. Over time, even at higher rate levels, we believe that investors are better off with bonds that repay at a slower pace and we are happy to wait out this period of increased volatility.

The Fund utilized Treasury futures during the year to manage duration. This allowed the Fund to focus its security selection on whichever bond it found to be the most attractive anywhere on the maturity spectrum and then adjust overall Fund duration as needed. In general during the year, the futures position was net long, meaning it added to the duration of the Fund. The isolated performance effect of this was -1.20%, but this merely reflects the fact that interest rates generally rose during the year.

Looking forward, there are plenty of threats to the bond market: the economy could improve and interest rates could rise or the economy could weaken and credit could perform poorly. Finding the right balance of risk and reward at this point in the credit cycle requires a disciplined process, an open mind, and discerning analysis. We believe that if we can maintain attractive yields within our portfolios while avoiding poor risk/reward situations, we have the potential to deliver strong investment performance wherever the economy moves next.

Sincerely,

Thomas D.D. Graff, CFA

Portfolio Manager

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. Investments in debt securities typically decrease in value when interest rates rise. This risk is usually greater for longer-term debt securities. Investments in Asset-Backed and Mortgage-Backed securities include additional risks that investor should be aware of including credit risk, prepayment risk, possible illiquidity and default, as well as increased susceptibility to adverse economic developments. Investments in lower rated and non-rated securities present a great risk of loss to principal and interest than higher rated securities. In addition, the fund is susceptible to risks from investments in derivatives, U.S. Government securities, and changes in interest rates. Income from tax-exempt funds may be subject to state and local taxes and a portion of income may be subject to the Federal Alternative minimum tax for certain investors.

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report.

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

www.brownadvisoryfunds.com

34

Brown Advisory Total Return Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
Corporate Bonds & Notes	34.1%
Mortgage Backed Securities	34.0%
Asset Backed Securities	26.9%
Money Market Funds	6.3%
U.S. Treasury Notes	6.1%
Municipal Bonds	2.3%
U.S. Treasury Bills	0.5%
Other Assets and Liabilities	(10.2)%
	100.0%

GROWTH OF A $1,000,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $1,000,000 investment, including reinvested dividends and distributions, in the Fund as measured against a broad-based securities market index. The Bloomberg Barclays US Aggregate Bond Index (“Index”) is a broad-based benchmark that measures the investment grade US dollar-denominated, fixed rate taxable bond market. The Index includes Treasuries, government-related and corporate securities, MBS, ABS and CMBS. The Index is unmanaged and does not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

		Since Inception
Average Annual Total Return as of 6/30/17	One Year	(10/30/14)
Institutional Shares	0.80%	2.45%
Investor Shares	0.75%	2.40%
Bloomberg Barclays US Aggregate Bond Index	-0.31%	2.32%

	Institutional Shares	Investor Shares
Gross Expense Ratio1	0.51%	0.56%
Net Expense Ratio1	0.51%	0.56%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower. Short-term performance, in particular, is not a good indication of the Fund’s future performance, and an investment should not be made based solely on returns.

¹ Per the Fund’s prospectus dated October 31, 2016. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

www.brownadvisoryfunds.com

35

Brown Advisory Total Return Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Corporate Bonds & Notes — 34.1%
	725,000	Activision Blizzard, Inc.^		6.13	%	09/15/2023		782,574
	950,000	AerCap Ireland Capital DAC		3.50	%	05/26/2022		976,004
	1,100,000	American Tower Corp.		3.13	%	01/15/2027		1,057,958
	1,015,000	Analog Devices, Inc.		3.90	%	12/15/2025		1,056,875
	505,000	Asbury Automotive Group, Inc.		6.00	%	12/15/2024		516,363
	1,020,000	AstraZeneca PLC		3.38	%	11/16/2025		1,042,953
	1,080,000	AutoZone, Inc.		3.13	%	04/21/2026		1,041,220
	500,000	Ball Corp.		5.00	%	03/15/2022		535,625
	1,000,000	Becton Dickinson and Co.		3.73	%	12/15/2024		1,017,981
	1,005,000	Boston Properties L.P.		3.80	%	02/01/2024		1,044,064
	1,000,000	Broadcom Corp.^		3.88	%	01/15/2027		1,028,895
	1,035,000	Campbell Soup Co.		2.50	%	08/02/2022		1,035,756
	1,025,000	Canadian Natural Resources, Ltd.		3.80	%	04/15/2024		1,038,829
	1,000,000	Capital One Financial Corp.#		5.55	%	12/29/2049		1,052,500
	990,000	CC Holdings GS V LLC		3.85	%	04/15/2023		1,042,114
	1,010,000	Clorox Co.		3.05	%	09/15/2022		1,036,869
	870,000	CommScope Technologies LLC^		6.00	%	06/15/2025		933,075
	500,000	Cornerstone Chemical Co.^		9.38	%	03/15/2018		501,250
	1,000,000	Dollar General Corp.		4.15	%	11/01/2025		1,057,286
	934,000	Education Realty Operating Partnership L.P.		4.60	%	12/01/2024		950,943
	1,045,000	Energy Transfer L.P.		4.05	%	03/15/2025		1,050,870
	970,000	Equinix, Inc.		5.88	%	01/15/2026		1,060,026
	65,000	Equinix, Inc.		5.38	%	05/15/2027		69,469
	930,000	Fidelity National Information Services, Inc.		5.00	%	10/15/2025		1,040,252
	500,000	First Quality Finance Co., Inc.^		5.00	%	07/01/2025		511,250
	1,055,000	Healthcare Trust of America Holdings L.P.		3.75	%	07/01/2027		1,044,974
	475,000	Interface Security Systems Holdings, Inc.		9.25	%	01/15/2018		474,406
	1,055,000	JB Hunt Transport Services, Inc.		2.40	%	03/15/2019		1,061,157
	1,000,000	Keysight Technologies, Inc.		4.55	%	10/30/2024		1,051,279
	440,000	Lamar Media Corp.		5.75	%	02/01/2026		475,750
	445,000	Mercer International, Inc.		7.75	%	12/01/2022		478,931
	465,000	Meritor, Inc.		6.25	%	02/15/2024		487,088
	945,000	Micron Technology, Inc.		7.50	%	09/15/2023		1,058,873
	990,000	MPLX L.P.		4.88	%	12/01/2024		1,057,101
	500,000	Mylan NV		3.95	%	06/15/2026		507,547
	950,000	Sabine Pass Liquefaction LLC		5.88	%	06/30/2026		1,063,557
	338,000	ServiceMaster Co. LLC		7.45	%	08/15/2027		370,955
	440,000	SESI LLC		6.38	%	05/01/2019		436,700
	845,000	Springs Industries, Inc.		6.25	%	06/01/2021		875,631
	1,000,000	TechnipFMC PLC^		3.45	%	10/01/2022		997,439
	450,000	Teck Resources, Ltd.^		8.50	%	06/01/2024		520,875
	598,000	Tenneco, Inc.		5.00	%	07/15/2026		606,223
	940,000	Verisk Analytics, Inc.		4.00	%	06/15/2025		972,894
	950,000	Verizon Communications, Inc.		5.15	%	09/15/2023		1,056,658
	25,000	Viking Cruises, Ltd^		8.50	%	10/15/2022		26,344
	500,000	Viking Cruises, Ltd.^		6.25	%	05/15/2025		506,250
Total Corporate Bonds & Notes (Cost $37,406,518)								37,611,633
Mortgage Backed Securities — 34.0%
	400,000	BAMLL Commercial Mortgage Securities Trust, Series 2013-DSNY#^		2.21	%	09/15/2026		401,164
	400,000	BAMLL Commercial Mortgage Securities Trust, Series 2017-BNK3		3.75	%	02/17/2050		414,043
	600,000	BANK, Series 2017-BNK4		3.78	%	05/17/2050		619,442
	120,385	Bayview Opportunity Master Fund IIIb Trust, Series 2017-CRT2 M#^		3.22	%	11/25/2027		120,595
	250,000	Chicago Skyscraper Trust, Series 2017-SKY B#^		2.26	%	02/15/2030		250,760
	250,000	Chicago Skyscraper Trust, Series 2017-SKY C#^		2.41	%	02/15/2030		250,882
	150,000	Cosmopolitan Hotel Trust, Series 2016-COSMO C#^		3.81	%	11/15/2033		151,629
	250,000	CSMC, Series 2017-HD B#^		2.51	%	02/18/2031		251,007

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

www.brownadvisoryfunds.com

36

Brown Advisory Total Return Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 34.0% (Continued)
	250,000	CSMC, Series 2017-HD C#^		2.86	%	02/18/2031		251,331
	200,000	CSMC, Series 2017-LSTK A^		2.76	%	04/07/2033		202,568
	200,000	CSMC, Series 2014-TIKI A#^		2.11	%	09/15/2038		200,298
	800,000	FHLMC Gold, 2.5%, Due TBA July		2.50	%	07/15/2032		804,625
	800,000	FHLMC Gold, 3.0%, Due TBA July		3.00	%	07/15/2032		821,563
	1,000,000	FHLMC Gold, 3.0%, Due TBA July		3.00	%	07/15/2047		997,891
	4,000,000	FHLMC Gold, 3.5%, Due TBA July		3.50	%	07/15/2047		4,109,581
	618,425	FHLMC PC, Pool# J3-2596		3.50	%	08/01/2030		645,468
	725,942	FHLMC PC, Pool# G0-7289		3.00	%	11/01/2042		730,282
	398,503	FHLMC PC, Pool# Q4-6676		4.50	%	03/01/2047		427,128
	698,232	FHLMC PC, Pool# Q4-7280		4.50	%	04/01/2047		748,403
	349,533	FHLMC PC, Pool# Q4-7871		4.00	%	05/01/2047		368,844
	649,188	FHLMC PC, Pool# Q4-7885		4.50	%	05/01/2047		695,818
	3,153,911	FHLMC REMIC, Series 4094~		2.50	%	03/15/2027		223,664
	804,124	FHLMC REMIC, Series 4107~		3.00	%	08/15/2027		178,852
	2,087,890	FHLMC REMIC, Series 4143~		3.50	%	09/15/2042		251,992
	998,018	FHLMC REMIC, Series 4495~		3.50	%	07/15/2045		184,570
	275,000	FHLMC SCRTT, Series 2016-1 M1#^		3.00	%	09/25/2055		267,432
	569,171	FHLMC STACR Debt Notes, Series 2014-DN2#		2.87	%	04/25/2024		578,368
	682,667	FHLMC STACR Debt Notes, Series 2015-DNA3#		4.07	%	04/25/2028		707,257
	560,000	FHLMC STACR Debt Notes, Series 2016-DNA2#		3.42	%	10/25/2028		571,661
	2,037,197	FHMS, Series K-721#~		0.46	%	08/25/2022		30,195
	610,235	FHMS, Series K-J07		1.53	%	09/25/2022		594,084
	2,219,170	FHMS, Series K-722#~		1.44	%	03/25/2023		135,681
	1,748,410	FHMS, Series K-723#~		0.96	%	08/25/2023		85,115
	3,248,759	FHMS, Series K-725#~		0.84	%	01/25/2024		132,054
	3,482,302	FHMS, Series K-046#~		0.50	%	03/25/2025		89,026
	1,571,073	FHMS, Series K-055#~		1.50	%	03/25/2026		152,598
	823,507	FHMS, Series K-056#~		1.40	%	05/25/2026		74,276
	699,230	FHMS, Series K-057#~		1.33	%	07/25/2026		60,768
	681,017	FHMS, Series K-058#~		1.06	%	08/25/2026		47,073
	2,249,375	FHMS, Series K-064#~		0.75	%	03/25/2027		111,409
	675,000	FHMS, Series K-724#~		1.93	%	12/25/2044		67,630
	1,225,000	FHMS, Series K-725#~		2.15	%	02/25/2045		142,907
	1,842,839	FNMA, Pool# AS2249		4.00	%	04/01/2039		1,947,446
	950,893	FNMA, Pool# AB9349		3.00	%	05/01/2043		955,065
	612,105	FNMA, Pool# AU6230		5.00	%	09/01/2043		669,927
	869,921	FNMA, Pool# AY0677		3.50	%	03/01/2045		898,608
	610,160	FNMA, Pool# AZ8218		4.00	%	08/01/2045		642,000
	787,894	FNMA, Pool# BD2775		4.00	%	07/01/2046		832,793
	997,346	FNMA, Pool# BD3994		4.00	%	04/01/2047		1,049,745
	249,671	FNMA, Pool# BH3057		4.00	%	05/01/2047		263,364
	2,000,000	FNMA, 3.0%, Due TBA July		3.00	%	07/15/2047		1,997,460
	3,500,000	FNMA, 3.5%, Due TBA July		3.50	%	07/15/2047		3,595,020
	1,000,000	FNMA, 4.0%, Due TBA July		4.00	%	07/01/2047		1,051,289
	850,000	FREMF Mortgage Trust, Series 2017-K725#^		4.01	%	02/25/2024		851,384
	300,000	FREMF Mortgage Trust, Series 2016-K723#^		3.70	%	10/25/2039		296,402
	250,000	FREMF Mortgage Trust, Series 2017-K726#^		3.97	%	07/25/2049		251,902
	250,000	FREMF Mortgage Trust, Series 2017-K724#^		3.60	%	12/25/2049		245,773
	1,247,070	GNMA REMIC Trust, Series 2014-45#~		0.77	%	07/16/2054		57,440
	1,019,422	GNMA REMIC Trust, Series 2014-135#~		0.84	%	01/16/2056		53,789
	1,066,112	GNMA REMIC Trust, Series 2015-172#~		0.94	%	03/16/2057		69,523
	1,419,744	GNMA REMIC Trust, Series 2016-40#~		0.81	%	07/16/2057		88,597
	1,131,319	GNMA REMIC Trust, Series 2016-56#~		1.00	%	11/16/2057		86,155
	1,300,858	GNMA REMIC Trust, Series 2016-98#~		0.98	%	05/16/2058		97,242
	1,191,771	GNMA REMIC Trust, Series 2016-110#~		1.05	%	05/16/2058		92,328

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

www.brownadvisoryfunds.com

37

Brown Advisory Total Return Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 34.0% (Continued)
	612,680	GNMA REMIC Trust, Series 2016-127#~		0.96	%	05/16/2058		47,420
	1,500,000	GNMA, 3.0%, Due TBA July		3.00	%	07/15/2047		1,515,234
	300,000	GSMS Trust, Series 2017-GS6		3.64	%	05/12/2050		307,870
	200,000	JPMCC, Series 2016-ASH A#^		2.66	%	10/15/2034		201,000
	200,000	MSC, Series 2017-PRME B#^		2.51	%	02/15/2034		200,936
	500,000	WFCM, Series A-3		2.65	%	08/17/2049		483,060
	555,000	WFCM, Series 2017-RB1 AS		3.76	%	03/17/2050		578,567
Total Mortgage Backed Securities (Cost $37,677,795)								37,577,273
Asset Backed Securities — 26.9%
	248,415	Aircraft Certificate Owner Trust, Series 2003-1A E^		7.00	%	09/20/2022		266,736
	175,000	American Credit Acceptance Receivables Trust, Series 2014-1 D^		5.20	%	04/12/2021		175,161
	150,000	American Credit Acceptance Receivables Trust, Series 2015-1 C^		4.29	%	04/12/2021		152,393
	300,000	American Credit Acceptance Receivables Trust, Series 2017-2 B^		2.46	%	04/12/2021		299,987
	752,856	AmeriCredit Auto Receivables Trust, Series A-1		1.20	%	05/18/2018		752,846
	400,000	Babson CLO, Ltd., Series 2013-IA D#^		4.66	%	04/20/2025		400,609
	193,961	Bayview Opportunity Master Fund IVb Trust, Series 2017-CRT1 M#^		3.37	%	10/25/2028		194,585
	162,131	Bayview Opportunity Master Fund IVb Trust, Series 2017-NPL1 A1#^		3.60	%	01/28/2032		162,200
	244,914	Bayview Opportunity Master Fund IVb Trust, Series 2017-SPL4 A#^		3.50	%	01/28/2055		251,174
	165,253	BRE Grand Islander Timeshare Issuer LLC, Series 2017-1A A^		2.94	%	05/25/2029		165,868
	164,783	Capital Auto Receivables Asset Trust, Series 2014-1 B		2.22	%	01/22/2019		164,888
	571,391	Continental Airlines Trust, Series 1999-1 A		6.55	%	08/02/2020		597,104
	86,072	Continental Airlines Trust, Series 2000-1 A-1		8.05	%	05/01/2022		95,540
	86,935	CPS Auto Receivables Trust, Series 2016-D A^		1.50	%	06/15/2020		86,777
	200,000	CPS Auto Receivables Trust, Series 2017-A B^		2.68	%	05/17/2021		201,337
	175,000	CPS Auto Receivables Trust, Series 2017-B B^		2.33	%	05/17/2021		175,145
	500,000	Dell Equipment Finance Trust, Series 2015-2 B^		2.21	%	09/22/2020		501,209
	150,000	Drive Auto Receivables Trust, Series 2017-BA B^		2.20	%	05/15/2020		150,248
	84,898	DT Auto Owner Trust, Series 2016-1A B^		2.79	%	05/15/2020		85,087
	159,340	Exeter Automobile Receivables Trust, Series 2016-3A A^		1.84	%	11/16/2020		158,997
	714,951	Federal Express Corp., Series 1998-1		6.72	%	07/15/2023		784,194
	500,000	Finn Square CLO, Ltd., Series 2012-1A C#^		4.90	%	12/24/2023		500,139
	300,000	Flagship Credit Auto Trust, Series 2014-2 B^		2.84	%	11/16/2020		301,989
	500,000	Grippen Park CLO, Ltd., Series 2017-1A C#^		3.55	%	01/20/2030		501,265
	1,500,000	Highbridge Loan Management, Ltd., Series 4A-2014 A2A#^		3.22	%	07/28/2025		1,500,303
	1,500,000	Highbridge Loan Management, Ltd., Series 4A-2014 B#^		4.17	%	07/28/2025		1,501,484
	800,000	Highbridge Loan Management, Ltd., Series 7A-2015 C#^		4.56	%	11/15/2026		802,967
	1,000,000	Highbridge Loan Management, Ltd., Series 6A-2015 C#^		4.24	%	05/05/2027		1,000,605
	60,876	Hilton Grand Vacations Trust, Series 2013-A A^		2.28	%	01/25/2026		60,709
	137,243	Hilton Grand Vacations Trust, Series 2017-AA A^		2.66	%	12/26/2028		137,400
	625,000	Madison Park Funding XVII, Ltd.#^		3.56	%	07/21/2030		625,664
	750,000	Madison Park Funding XVII, Ltd.#^		2.91	%	07/21/2030		750,806
	72,776	MVW Owner Trust, Series 2013-1A A^		2.15	%	04/22/2030		72,569
	185,991	MVW Owner Trust, Series 2015-1A A^		2.52	%	12/20/2032		185,190
	83,465	MVW Owner Trust, Series 2016-1A A^		2.25	%	12/20/2033		82,514
	1,000,000	Octagon Investment Partners XXII, Ltd., Series 2014-1A B2R#^		2.72	%	11/25/2025		1,001,678
	750,000	Octagon Investment Partners 24, Ltd., Series 2015-1A A2#^		3.12	%	05/21/2027		750,179
	1,000,000	Octagon Investment Partners 30, Ltd., Series 2017-1A A2B#^		3.38	%	03/17/2030		1,001,760
	168,268	Orange Lake Timeshare Trust, Series 2016-A A^		2.61	%	03/08/2029		168,159
	42,320	OSCAR U.S. Funding Trust V, Series 2016-2A A2B#^		2.39	%	11/15/2019		42,521
	170,000	OSCAR U.S. Funding Trust VI LLC, Series 2017-1A A2B#^		1.92	%	05/11/2020		170,092
	270,345	OSCAR U.S. Funding Trust IV, Series 2016-1A A2B#^		2.69	%	07/15/2020		271,959
	1,000,000	OZLM Funding IV, Ltd., Series 2013-4A A2#^		2.90	%	07/22/2025		1,000,142
	1,000,000	OZLM XIII, Ltd., Series 2015-13A A2#^		3.27	%	07/30/2027		1,004,216
	600,000	Prestige Auto Receivables Trust, Series 2014-1A B^		1.91	%	04/15/2020		600,581
	750,000	Regatta III Funding, Ltd.#^		4.60	%	04/15/2026		753,750
	608,661	Santander Drive Auto Receivables Trust, Series 2013-A^		3.12	%	10/15/2019		610,474

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

www.brownadvisoryfunds.com

38

Brown Advisory Total Return Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Asset Backed Securities — 26.9% (Continued)
	321,709	Santander Drive Auto Receivables Trust, Series 2015-1 B		1.97	%	11/15/2019		321,912
	530,000	Santander Drive Auto Receivables Trust, Series 2016-1 B		2.47	%	12/15/2020		533,249
	400,000	Santander Drive Auto Receivables Trust, Series 2017-2		2.79	%	08/15/2022		399,782
	53,401	Sierra Timeshare Receivables Funding LLC, Series 2014-1A A^		2.07	%	03/20/2030		53,342
	69,487	Sierra Timeshare Receivables Funding LLC, Series 2014-3A A^		2.30	%	10/20/2031		69,497
	68,511	Sierra Timeshare Receivables Funding LLC, Series 2015-2A A^		2.43	%	06/20/2032		68,456
	69,574	Sierra Timeshare Receivables Funding LLC, Series 2015-3A A^		2.58	%	09/20/2032		69,802
	134,761	Sierra Timeshare Receivables Funding LLC, Series 2016-2A A^		2.33	%	07/20/2033		134,738
	100,959	Sierra Timeshare Receivables Funding LLC, Series 2016-3A A^		2.43	%	10/20/2033		100,206
	127,697	Sierra Timeshare Receivables Funding LLC, Series 2017-1A A^		2.91	%	03/20/2034		128,912
	202,492	Southwest Airlines Co., Series 2007-1		6.15	%	02/01/2024		224,260
	1,000,000	Stewart Park CLO, Ltd., Series 2015-1A B#^		3.16	%	04/15/2026		1,001,258
	1,000,000	Stewart Park CLO, Ltd., Series 2015-1A C#^		4.06	%	04/15/2026		1,001,316
	94,326	SVO VOI Mortgage LLC, Series 2012-AA A^		2.00	%	09/20/2029		93,483
	283,325	TCF Auto Receivables Owner Trust, Series 2016-PT1A A^		1.93	%	06/15/2022		283,157
	37,428	US Airways Pass Through Trust, Series 1999-1 A		8.36	%	07/20/2020		37,802
	375,000	Verizon Owner Trust, Series 2016-1A A^		1.42	%	01/20/2021		373,614
	132,543	VOLT XXXVIII LLC, Series 2015-NP12 A1#^		3.88	%	09/25/2045		133,436
	304,914	VOLT LI LLC, Series 2016-NPL11 A1#^		3.50	%	10/25/2046		305,933
	93,652	VOLT LIV LLC, Series 2017-NPL1 A1#^		3.50	%	02/25/2047		93,947
	140,391	VOLT LV LLC, Series 2017-NPL2 A1#^		3.50	%	03/25/2047		140,974
	229,278	VOLT LVI LLC, Series 2017-NPL3 A1#^		3.50	%	03/25/2047		230,577
	152,011	VOLT LVII LLC, Series 2017-NPL4 A1#^		3.38	%	04/25/2047		152,278
	217,570	VOLT LVIII LLC, Series 2017-NPL5 A1#^		3.38	%	05/28/2047		218,032
	218,749	VOLT LIX LLC, Series 2017-NPL6 A1#^		3.25	%	05/28/2047		219,565
	125,000	VOLT LXI LLC, Series 2017-NPL8 A1#^		3.13	%	06/25/2047		125,112
	129,343	VOLT XXXIII LLC, Series 2015-NPL5 A1#^		3.50	%	03/25/2055		130,140
	750,000	Voya CLO, Ltd., Series 2013-1A C#^		4.66	%	04/15/2024		750,145
	89,762	VSE VOI Mortgage LLC, Series 2016-A A^		2.54	%	07/20/2033		89,523
	100,000	Westlake Automobile Receivables Trust, Series 2016-2A B^		2.30	%	11/15/2019		100,177
	69,018	Westlake Automobile Receivables Trust, Series 2015-1A C^		2.29	%	11/16/2020		69,102
	175,000	Westlake Automobile Receivables Trust, Series 2016-1A C^		3.29	%	09/15/2021		176,784
	175,000	Westlake Automobile Receivables Trust, Series 2016-3A B^		2.07	%	12/15/2021		174,679
	175,000	Westlake Automobile Receivables Trust, Series 2016-3A C^		2.46	%	01/18/2022		174,624
	305,000	Westlake Automobile Receivables Trust, Series 2017-1A C^		2.70	%	10/17/2022		306,094
Total Asset Backed Securities (Cost $29,611,229)								29,707,108
Municipal Bonds — 2.3%
	230,000	American Municipal Power, Inc.		6.05	%	02/15/2043		283,919
	1,200,000	Health Care Authority for Baptist Health		5.50	%	11/15/2043		1,339,488
	800,000	North Texas Tollway Authority		8.91	%	02/01/2030		917,544
Total Municipal Bonds (Cost $2,492,136)								2,540,951
		U.S. Treasury Notes — 6.1%
	6,720,000	United States Treasury Note†		0.75	%	10/31/2017		6,712,540
Total U.S. Treasury Notes (Cost $6,718,367)								6,712,540

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

www.brownadvisoryfunds.com

39

Brown Advisory Total Return Fund

Schedule of Investments

June 30, 2017

	Par
	Value/Shares		Security Description	Value $
Short-Term Investments — 6.8%
Money Market Funds — 6.3%
		6,923,309	First American Treasury Obligations Fund — Class Z, 0.85%*		6,923,309
		U.S. Treasury Bills — 0.5%
		550,000	United States Treasury Bill†		549,047
Total Short-Term Investments (Cost $7,472,440)					7,472,356
Total Investments — 110.2% (Cost $121,378,485)					121,621,861
Liabilities in Excess of Other Assets — (10.2)%					(11,268,377	)
NET ASSETS — 100.0%				$	110,353,484

*	Annualized seven-day yield as of June 30, 2017.
^	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2017, the value of these securities amounted to $35,998,546 or 32.6% of net assets.
~	Interest Only Security
†	All or a portion of this security is pledged as collateral in connection with open futures contracts.
#	Variable rate security. Rate disclosed is as of June 30, 2017.

Futures Contracts — Long (Note 7)
				Notional			Notional			Unrealized Appreciation
Issue	Contracts		Expiration Date	Amount			Value			(Depreciation)
U.S. Treasury 5-Year Note Futures September 2017		20	09/29/2017	$	2,362,437		$	2,356,719		$	(5,718	)
U.S. Treasury Long Bond Futures September 2017		18	09/20/2017		2,746,915			2,766,375			19,460
U.S. Treasury Ultra Bond Futures September 2017		62	09/20/2017		10,169,864			10,284,250			114,386
				$	15,279,216		$	15,407,344		$	128,128
Futures Contracts — Short (Note 7)
				Notional			Notional			Unrealized Appreciation
Issue	Contracts		Expiration Date	Amount			Value			(Depreciation)
U.S. Treasury 10-Year Note Futures September 2017		(30)	09/20/2017	$	(3,771,420	)	$	(3,765,938	)	$	5,482
				$	(3,771,420	)	$	(3,765,938	)	$	5,482

There is no variation margin due to or from the Fund as of June 30, 2017.

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

www.brownadvisoryfunds.com

40

Brown Advisory Strategic Bond Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

The Brown Advisory Strategic Bond Fund Advisor Shares (the “Fund”) gained 3.65% in the year ended June 30, 2017, beating the -0.16% return for the Bloomberg Barclays Intermediate US Aggregate Bond Index, the Fund’s benchmark.

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

The Fund attempts to mitigate duration risk and has been operating with a duration less than half that of our stated benchmark. As such, the Fund has been managed with a duration of roughly 1.0-2.0 over the course of the past year. As we have previously stated, we are not attempting to generate meaningful alpha by making a bet on the direction of interest rates. Instead, we aim to keep our sensitivity to interest rates low by buying shorter-dated bonds, using hedges such as Treasury futures and by purchasing floating rate instruments; floating rate debt comprised 45% of Fund assets at year-end.

The Fund’s annual gain came despite a negative return for the benchmark. The price of a 10-year U.S. Treasury fell roughly 6% due to its yield increasing 80 basis points for the year ended June 30, 2017. The fund’s relatively shorter duration and its relatively higher yield, combined with the strong performance of its corporate and corporate-backed bonds contributed to the Fund’s benchmark outperformance. In stark contrast to the volatility in credit markets experienced last year, the 12 months ended June 30, 2017 were marked by persistent spread compression across multiple fixed income sectors as volatility subsided, oil markets improved and corporate default rates steadily fell.

Over the past year, we have maintained our allocation to structured products including commercial mortgage-backed securities (CMBS), collateralized loan obligations (CLOs), government-sponsored enterprise (GSE) risk-sharing instruments, subprime auto asset-backed securities (ABS), and agency-backed specified mortgage pools. In the past year, we have expanded this universe to include other asset-backed instruments including, among others, timeshare ABS and mortgages on commercial aircraft – known as EETCs. We continue to believe that structured products are instrumental in helping us to improve the overall credit quality of the portfolio, enhance returns, reduce duration, and provide diversification. Despite the continued use of structured products, we expect that the bulk of our alpha will be driven by investments in corporate bonds, as it was over the last 12 months. Our high yield exposure ended the year at approximately 15%.

Looking ahead, we are continuously focused on seeking to maximize risk-adjusted return by consistently applying our deep due diligence process and proprietary risk pricing models to ensure optimal allocation on a risk-reward basis. As such, our focus remains on lending against stable or improving cash flows that we expect to perform through an entire business cycle. To reiterate, we are focused on credits that are capable of generating free cash flow through the cycle, offer good structures that protect recoveries in a downside scenario and have strong enterprise value coverage. By design, these criteria tend to cull our investment universe, guiding us toward what we believe are solid, defensible business models with good industry fundamentals and strong management teams. We believe that our disciplined credit process has the potential to continue to add value whether credit is widening or tightening and that this can be a key driver of performance going forward.

Sincerely,

Robert H. Snyder

Portfolio Manager

Thomas D.D. Graff, CFA

Portfolio Manager

www.brownadvisoryfunds.com

41

Brown Advisory Strategic Bond Fund

A Message to Our Shareholders

June 30, 2017

Past performance is not a guarantee of future results.

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

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

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report.

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

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42

Brown Advisory Strategic Bond Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
Asset Backed Securities	50.0%
Mortgage Backed Securities	29.6%
Corporate Bonds & Notes	22.2%
Exchange Traded Funds	3.9%
Municipal Bonds	3.0%
Money Market Funds	2.4%
Closed-End Funds	0.8%
Preferred Stocks	0.1%
Other Assets and Liabilities	(12.0)%
	100.0%

GROWTH OF A $10,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $10,000 investment, including reinvested dividends and distributions, in the Fund as measured against a broad-based bond index. The Bloomberg Barclays Intermediate US Aggregate Bond Index (“Index”) represents domestic taxable investment grade bonds, with index components for government and corporate securities, mortgage pass-through securities, and asset-backed securities with average maturities and durations in the intermediate range. The Index is unmanaged and does not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

			Since Inception
Average Annual Total Return as of 6/30/17	One Year	Five Year	(9/30/11)
Investor Shares1	3.92%	2.07%	1.28%
Advisor Shares	3.65%	1.78%	0.99%
Bloomberg Barclays Intermediate US Aggregate Bond Index	-0.16%	1.87%	2.14%

	Investor Shares	Advisor Shares
Gross Expense Ratio2	0.76%	1.01%
Net Expense Ratio2	0.73%	0.98%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment performance reflects periods during which fee waivers were in effect. In the absence of such waivers, total return would have been reduced. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower.

1	Performance information for the Investor Shares, prior to commencement of operations on October 31, 2014, is based on the performance of Advisor Shares, and adjusted for the lower expenses applicable to Investor Shares.
2	Per the Fund’s prospectus dated October 31, 2016. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

www.brownadvisoryfunds.com

43

Brown Advisory Strategic Bond Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Asset Backed Securities — 50.0%
	207,241	Aircraft Certificate Owner Trust, Series 2003-1A E^		7.00	%	09/20/2022		222,525
	429,353	Ally Auto Receivables Trust, Series 2015-1 A3		1.39	%	09/16/2019		429,256
	58,789	American Credit Acceptance Receivables Trust, Series 2014-2 C^		3.59	%	03/10/2020		58,883
	175,000	American Credit Acceptance Receivables Trust, Series 2014-1 D^		5.20	%	04/12/2021		175,161
	150,000	American Credit Acceptance Receivables Trust, Series 2015-1 C^		4.29	%	04/12/2021		152,393
	300,000	American Credit Acceptance Receivables Trust, Series 2017-2 B^		2.46	%	04/12/2021		299,987
	11,387	AmeriCredit Automobile Receivables Trust, Series 2013-3 C		2.38	%	06/10/2019		11,403
	88,420	AmeriCredit Automobile Receivables Trust, Series 2014-2 B		1.60	%	07/08/2019		88,428
	67,267	AmeriCredit Automobile Receivables Trust, Series 2013-4 C		2.72	%	09/09/2019		67,425
	1,780,000	AmeriCredit Automobile Receivables Trust, Series 2014-3 B		1.92	%	11/08/2019		1,782,227
	205,000	AmeriCredit Automobile Receivables Trust, Series 2014-2 C		2.18	%	06/08/2020		205,777
	280,000	AmeriCredit Automobile Receivables Trust, Series 2013-2 E^		3.41	%	10/08/2020		280,912
	555,000	AmeriCredit Automobile Receivables Trust, Series 2015-2 C		2.40	%	01/08/2021		559,495
	1,000,000	Atlas Senior Loan Fund IV, Ltd., Series 2013-2A A3L#^		3.88	%	02/17/2026		1,000,274
	500,000	Babson CLO, Ltd., Series 2013-IA D#^		4.66	%	04/20/2025		500,761
	193,961	Bayview Opportunity Master Fund IVb Trust, Series 2017-CRT1 M#^		3.37	%	10/25/2028		194,585
	117,631	Bayview Opportunity Master Fund IVb Trust, Series 2016-RN4 A1#^		3.47	%	10/28/2031		118,701
	162,131	Bayview Opportunity Master Fund IVb Trust, Series 2017-NPL1 A1#^		3.60	%	01/28/2032		162,200
	244,914	Bayview Opportunity Master Fund IVb Trust, Series 2017-SPL4 A#^		3.50	%	01/28/2055		251,174
	1,000,000	BlueMountain CLO, Ltd, Series 2014-1A D#^		4.62	%	04/30/2026		1,009,231
	750,000	BlueMountain CLO, Ltd, Series 2015-2A D#^		4.71	%	07/19/2027		753,649
	1,500,000	BlueMountain CLO, Ltd., Series 2015-3A B#^		4.26	%	10/20/2027		1,508,509
	165,253	BRE Grand Islander Timeshare Issuer LLC, Series 2017-1A A^		2.94	%	05/25/2029		165,868
	299,605	Capital Auto Receivables Asset Trust, Series 2014-1 B		2.22	%	01/22/2019		299,797
	750,000	Capital Auto Receivables Asset Trust, Series 2014-3 B^		2.35	%	07/22/2019		752,853
	1,000,000	Carlyle Global Market Strategies CLO, Ltd., Series 2014-1A BR#^		2.96	%	04/17/2025		1,001,597
	1,000,000	CBAM, Ltd., Series 2017-1A B#^		3.13	%	07/20/2030		1,000,000
	206,156	Continental Airlines Trust, Series 1999-1 A		6.55	%	08/02/2020		215,433
	86,072	Continental Airlines Trust, Series 2000-1 A-1		8.05	%	05/01/2022		95,540
	14,695	CPS Auto Receivables Trust, Series 2014-C A^		1.31	%	02/15/2019		14,693
	69,548	CPS Auto Receivables Trust, Series 2016-D A^		1.50	%	06/15/2020		69,422
	200,000	CPS Auto Receivables Trust, Series 2017-A B^		2.68	%	05/17/2021		201,337
	175,000	CPS Auto Receivables Trust, Series 2017-B B^		2.33	%	05/17/2021		175,145
	6,151	Dell Equipment Finance Trust, Series 2015-1 A3^		1.30	%	03/23/2020		6,151
	1,000,000	Dell Equipment Finance Trust, Series 2015-2 B^		2.21	%	09/22/2020		1,002,418
	128,043	Drive Auto Receivables Trust, Series 2017-AA A2^		1.48	%	03/15/2019		128,017
	345,000	Drive Auto Receivables Trust, Series 2017-BA B^		2.20	%	05/15/2020		345,571
	150,000	Drive Auto Receivables Trust, Series 2017-AA B^		2.51	%	01/15/2021		150,605
	600,000	Drive Auto Receivables Trust, Series 2016-AA C^		3.91	%	05/17/2021		609,385
	400,000	Drive Auto Receivables Trust, Series 2017-1 C		2.84	%	04/15/2022		399,888
	82,517	DT Auto Owner Trust, Series 2015-3A B^		2.46	%	11/15/2019		82,643
	84,898	DT Auto Owner Trust, Series 2016-1A B^		2.79	%	05/15/2020		85,087
	79,670	Exeter Automobile Receivables Trust, Series 2016-3A A^		1.84	%	11/16/2020		79,499
	476,634	Federal Express Corp., Series 1998-1		6.72	%	07/15/2023		522,796
	500,000	Finn Square CLO, Ltd., Series 2012-1A C#^		4.90	%	12/24/2023		500,139
	269,001	Flagship Credit Auto Trust, Series 2013-2 B^		3.21	%	08/15/2019		269,314
	49,696	Flagship Credit Auto Trust, Series 2016-3 A1^		1.61	%	12/16/2019		49,676
	300,000	Flagship Credit Auto Trust, Series 2014-2 B^		2.84	%	11/16/2020		301,989
	1,000,000	GoldenTree Loan Management CLO, Ltd., Series 2017-1A C#^		3.38	%	04/20/2029		1,001,296
	1,000,000	Grippen Park CLO, Ltd., Series 2017-1A C#^		3.55	%	01/20/2030		1,002,530
	1,500,000	Highbridge Loan Management, Ltd., Series 4A-2014 A2A#^		3.22	%	07/28/2025		1,500,303
	1,500,000	Highbridge Loan Management, Ltd., Series 4A-2014 B#^		4.17	%	07/28/2025		1,501,484
	1,000,000	Highbridge Loan Management, Ltd., Series 7A-2015 D#^		4.93	%	11/15/2026		1,001,238
	2,000,000	Highbridge Loan Management, Ltd., Series 6A-2015 C#^		4.24	%	05/05/2027		2,001,209
	48,701	Hilton Grand Vacations Trust, Series 2013-A A^		2.28	%	01/25/2026		48,568
	137,243	Hilton Grand Vacations Trust, Series 2017-AA A^		2.66	%	12/26/2028		137,400

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

www.brownadvisoryfunds.com

44

Brown Advisory Strategic Bond Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Asset Backed Securities — 50.0% (Continued)
	1,000,000	Madison Park Funding XXV, Ltd.#^		3.75	%	04/25/2029		1,000,808
	750,000	Madison Park Funding XVII, Ltd.#^		2.91	%	07/21/2030		750,806
	700,000	Madison Park Funding XVII, Ltd.#^		3.56	%	07/21/2030		700,744
	750,000	Magnetite IX, Ltd.#^		4.35	%	07/25/2026		750,044
	1,000,000	Magnetite IX, Ltd.#^		3.16	%	07/25/2026		1,000,022
	168,841	MVW Owner Trust, Series 2013-1A A^		2.15	%	04/22/2030		168,360
	385,268	MVW Owner Trust, Series 2015-1A A^		2.52	%	12/20/2032		383,607
	292,129	MVW Owner Trust, Series 2016-1A A^		2.25	%	12/20/2033		288,797
	163,858	Nissan Auto Receivables Owner Trust, Series 2013-C		1.30	%	06/15/2020		163,784
	1,000,000	Octagon Investment Partners XVI, Ltd., Series 2013-1A D#^		4.51	%	07/17/2025		993,760
	2,000,000	Octagon Investment Partners XXII, Ltd., Series 2014-1A D1R#^		4.42	%	11/25/2025		2,010,000
	500,000	Octagon Investment Partners XIX, Ltd., Series 2014-1A CR#^		3.26	%	04/15/2026		506,341
	750,000	Octagon Investment Partners 24, Ltd., Series 2015-1A A2#^		3.12	%	05/21/2027		750,179
	1,000,000	Octagon Investment Partners XIV, Ltd., Series 2012-1A CR#^		5.16	%	07/15/2029		1,002,347
	1,000,000	Octagon Investment Partners 30, Ltd., Series 2017-1A B#^		3.38	%	03/17/2030		1,001,760
	168,268	Orange Lake Timeshare Trust, Series 2016-A A^		2.61	%	03/08/2029		168,159
	42,320	OSCAR U.S. Funding Trust V, Series 2016-2A A2B#^		2.39	%	11/15/2019		42,521
	170,000	OSCAR U.S. Funding Trust VI LLC, Series 2017-1A A2B#^		1.92	%	05/11/2020		170,092
	150,000	OSCAR U.S. Funding Trust, Series 2014-1A A4^		2.55	%	12/15/2021		149,515
	1,000,000	OZLM Funding IV, Ltd., Series 2013-4A A2#^		2.90	%	07/22/2025		1,000,142
	500,000	OZLM XII, Ltd., Series 2015-12A C#^		4.87	%	04/30/2027		501,732
	1,000,000	OZLM XIII, Ltd., Series 2015-13A A2#^		3.27	%	07/30/2027		1,004,216
	200,000	Prestige Auto Receivables Trust, Series 2014-1A B^		1.91	%	04/15/2020		200,194
	101,143	Prestige Auto Receivables Trust, Series 2015-1 A3^		1.53	%	02/15/2021		101,107
	1,500,000	Regatta III Funding, Ltd., Series 2014-1A A2R#^		2.80	%	04/15/2026		1,500,000
	750,000	Regatta III Funding, Ltd., Series 2014-1A CR#^		4.60	%	04/15/2026		753,750
	1,000,000	Regatta Funding L.P., Series 2013-2A BR#^		4.06	%	01/15/2029		1,002,214
	104,383	Santander Drive Auto Receivables Trust, Series 2013-5 C		2.25	%	06/17/2019		104,553
	8,694	Santander Drive Auto Receivables Trust, Series 2014-5 B		1.76	%	09/16/2019		8,695
	100,534	Santander Drive Auto Receivables Trust, Series 2015-1 B		1.97	%	11/15/2019		100,597
	79,440	Santander Drive Auto Receivables Trust, Series 2013-4 C		3.25	%	01/15/2020		79,647
	103,461	Santander Drive Auto Receivables Trust, Series 2014-1 C		2.36	%	04/15/2020		103,692
	261,000	Santander Drive Auto Receivables Trust, Series 2015-4 B		2.26	%	06/15/2020		261,597
	400,000	Santander Drive Auto Receivables Trust, Series 2016-1 B		2.47	%	12/15/2020		402,452
	400,000	Santander Drive Auto Receivables Trust, Series 2017-2 C		2.79	%	08/15/2022		399,782
	173,085	Sierra Timeshare Receivables Funding LLC, Series 2014-3A A^		2.30	%	10/20/2031		173,110
	68,511	Sierra Timeshare Receivables Funding LLC, Series 2015-2A A^		2.43	%	06/20/2032		68,456
	69,574	Sierra Timeshare Receivables Funding LLC, Series 2015-3A A^		2.58	%	09/20/2032		69,802
	67,381	Sierra Timeshare Receivables Funding LLC, Series 2016-2A A^		2.33	%	07/20/2033		67,369
	100,959	Sierra Timeshare Receivables Funding LLC, Series 2016-3A A^		2.43	%	10/20/2033		100,206
	170,263	Sierra Timeshare Receivables Funding LLC, Series 2017-1A A^		2.91	%	03/20/2034		171,883
	286,545	Southwest Airlines Co., Series 2007-1		6.15	%	02/01/2024		317,349
	1,000,000	Stewart Park CLO, Ltd., Series 2015-1A B#^		3.16	%	04/15/2026		1,001,258
	1,000,000	Stewart Park CLO, Ltd., Series 2015-1A C#^		4.06	%	04/15/2026		1,001,316
	94,326	SVO VOI Mortgage LLC, Series 2012-AA A^		2.00	%	09/20/2029		93,483
	50,979	TCF Auto Receivables Owner Trust, Series 2016-1A A2^		1.39	%	11/15/2019		50,931
	283,325	TCF Auto Receivables Owner Trust, Series 2016-PT1A A^		1.93	%	06/15/2022		283,157
	37,428	US Airways Pass Through Trust, Series 1999-1 A		8.36	%	07/20/2020		37,802
	375,000	Verizon Owner Trust, Series 2016-1A A^		1.42	%	01/20/2021		373,614
	132,543	VOLT XXXVIII LLC, Series 2015-NPL12 A1#^		3.88	%	09/25/2045		133,436
	304,914	VOLT LI LLC, Series 2016-NP11 A1#^		3.50	%	10/25/2046		305,933
	93,652	VOLT LIV LLC, Series 2017-NPL1 A1#^		3.50	%	02/25/2047		93,947
	140,391	VOLT LV LLC, Series 2017-NPL2 A1#^		3.50	%	03/25/2047		140,974
	229,278	VOLT LVI LLC, Series 2017-NPL3 A1#^		3.50	%	03/25/2047		230,577
	152,011	VOLT LVII LLC, Series 2017-NPL4 A1#^		3.38	%	04/25/2047		152,278
	217,570	VOLT LVIII LLC, Series 2017-NPL5 A1#^		3.38	%	05/28/2047		218,032

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

www.brownadvisoryfunds.com

45

Brown Advisory Strategic Bond Fund

Schedule of Investments

June 30, 2017

	Par Value		Security Description	Rate			Maturity	Value $
Asset Backed Securities — 50.0% (Continued)
		218,749	VOLT LIX LLC, Series 2017-NPL6 A1#^		3.25	%	05/28/2047		219,565
		125,000	VOLT LXI LLC, Series 2017-NPL8 A1#^		3.13	%	06/25/2047		125,113
		129,343	VOLT XXXIII LLC, Series 2015-NPL5 A1#^		3.50	%	03/25/2055		130,140
		500,000	Voya CLO, Ltd., Series 2013-1A C#^		4.66	%	04/15/2024		500,097
		1,000,000	Voya CLO, Ltd., Series 2015-1A A2#^		3.26	%	04/18/2027		1,000,587
		1,000,000	Voya CLO, Ltd., Series 2015-1A B#^		4.16	%	04/18/2027		1,000,238
		1,000,000	Voya CLO, Ltd., Series 2016-3A C#^		5.01	%	10/18/2027		1,008,061
		89,762	VSE VOI Mortgage LLC, Series 2016-A A^		2.54	%	07/20/2033		89,523
		1,202,735	Westlake Automobile Receivables Trust, Series 2016-3A A2^		1.42	%	10/15/2019		1,201,617
		100,000	Westlake Automobile Receivables Trust, Series 2016-2A B^		2.30	%	11/15/2019		100,177
		69,018	Westlake Automobile Receivables Trust, Series 2015-1A C^		2.29	%	11/16/2020		69,102
		148,000	Westlake Automobile Receivables Trust, Series 2015-3A B^		2.21	%	05/17/2021		148,070
		175,000	Westlake Automobile Receivables Trust, Series 2016-1A C^		3.29	%	09/15/2021		176,784
		75,000	Westlake Automobile Receivables Trust, Series 2016-3A B^		2.07	%	12/15/2021		74,863
		75,000	Westlake Automobile Receivables Trust, Series 2016-3A C^		2.46	%	01/18/2022		74,839
		305,000	Westlake Automobile Receivables Trust, Series 2017-1A C^		2.70	%	10/17/2022		306,094
Total Asset Backed Securities (Cost $57,216,138)									57,387,646
Mortgage Backed Securities — 29.6%
		200,000	BAMLL Commercial Mortgage Securities Trust, Series 2013-DSNY#^		2.21	%	09/15/2026		200,582
		120,385	Bayview Opportunity Master Fund IIIb Trust, Series 2017-CRT2 M#^		3.22	%	11/25/2027		120,595
		250,000	Chicago Skyscraper Trust, Series 2017-SKY B#^		2.26	%	02/15/2030		250,760
		250,000	Chicago Skyscraper Trust, Series 2017-SKY C#^		2.41	%	02/15/2030		250,882
		100,000	Cosmopolitan Hotel Trust, Series 2016-COSMO C#^		3.81	%	11/15/2033		101,086
		250,000	CSMC, Series 2017-HD B#^		2.51	%	02/18/2031		251,007
		250,000	CSMC Trust, Series 2017-HD C#^		2.86	%	02/18/2031		251,331
		200,000	CSMC, Series 2014-TIKI A#^		2.11	%	09/15/2038		200,297
		116,564	FHLMC PC, Pool# E0-1654		5.00	%	06/01/2019		119,619
		61,756	FHLMC PC, Pool# N3-1000		4.50	%	08/01/2033		65,462
		804,123	FHLMC REMIC, Series 4107†		3.00	%	08/15/2027		178,852
		82,368	FHLMC REMIC, Series 3878		3.00	%	04/15/2041		83,910
		2,087,889	FHLMC REMIC, Series 4143†		3.50	%	09/15/2042		251,992
		1,138,091	FHLMC REMIC, Series 4495†		3.50	%	07/15/2045		210,475
		275,000	FHLMC SCRTT, Series 2016-1 M1#^		3.00	%	09/25/2055		267,432
		398,961	FHLMC STACR Debt Notes, Series 2013-DN2#		2.67	%	11/27/2023		400,752
		104,685	FHLMC STACR Debt Notes, Series 2014-HQ2#		2.67	%	09/25/2024		104,978
		700,000	FHLMC STACR Debt Notes, Series 2014-HQ2#		3.42	%	09/25/2024		719,336
		144,359	FHLMC STACR Debt Notes, Series 2015-HQ2#		2.32	%	05/27/2025		144,701
		695,000	FHLMC STACR Debt Notes, Series 2015-HQ2#		3.17	%	05/27/2025		708,400
		145,727	FHLMC STACR Debt Notes, Series 2015-DNA1#		2.12	%	10/25/2027		145,930
		700,000	FHLMC STACR Debt Notes, Series 2015-DNA1#		3.07	%	10/25/2027		718,162
		910,223	FHLMC STACR Debt Notes, Series 2015-DNA3#		4.07	%	04/25/2028		943,009
		500,000	FHLMC STACR Debt Notes, Series 2016-DNA1#		4.12	%	07/25/2028		520,661
		225,736	FHLMC STACR Debt Notes, Series 2016-HQA1#		2.97	%	09/25/2028		226,989
		280,000	FHLMC STACR Debt Notes, Series 2016-DNA2#		3.42	%	10/25/2028		285,831
		2,647,905	FHMS, Series K-023#†		1.41	%	08/25/2022		144,188
		2,037,197	FHMS, Series K-721#†		0.46	%	08/25/2022		30,195
		610,235	FHMS, Series K-J07		1.53	%	09/25/2022		594,084
		1,109,585	FHMS, Series K-722#†		1.44	%	03/25/2023		67,840
		1,748,410	FHMS, Series K-723#†		0.96	%	08/25/2023		85,115
		3,248,759	FHMS, Series K-725#†		0.84	%	01/25/2024		132,010
		3,482,302	FHMS, Series K-046#†		0.50	%	03/25/2025		89,026
		809,341	FHMS, Series K-055#†		1.50	%	03/25/2026		78,611
		1,637,091	FHMS, Series K-056#†		1.40	%	05/25/2026		147,658
		1,348,516	FHMS, Series K-057#†		1.33	%	07/25/2026		117,196
		681,017	FHMS, Series K-058#†		1.06	%	08/25/2026		47,073
		2,249,375	FHMS, Series K-064#†		0.75	%	03/25/2027		111,409

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

www.brownadvisoryfunds.com

46

Brown Advisory Strategic Bond Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 29.6% (Continued)
	675,000	FHMS, Series K-724#†		1.93	%	12/25/2044		67,630
	1,225,000	FHMS, Series K-725#†		2.15	%	02/25/2045		142,907
	21,594	FNMA, Pool# 673194		5.50	%	02/01/2018		21,698
	5,513	FNMA, Pool# 722057		5.50	%	07/01/2018		5,536
	7,009	FNMA, Pool# 931676		5.50	%	01/01/2019		7,131
	14,251	FNMA, Pool# 774887		5.50	%	05/01/2019		14,500
	28,513	FNMA, Pool# 794149		5.50	%	08/01/2019		29,128
	47,257	FNMA, Pool# 255359		5.50	%	09/01/2019		48,708
	9,285	FNMA, Pool# 778775		5.50	%	09/01/2019		9,465
	68,788	FNMA, Pool# MA0208		5.00	%	09/01/2019		70,479
	38,649	FNMA, Pool# 785732		5.50	%	11/01/2019		39,442
	55,500	FNMA, Pool# 255645		4.00	%	01/01/2020		57,481
	57,760	FNMA, Pool# AC0884		5.00	%	07/01/2020		59,180
	13,151	FNMA, Pool# 826868		5.50	%	08/01/2020		13,480
	127,497	FNMA, Pool# MA0620		4.50	%	11/01/2020		130,621
	58,690	FNMA, Pool# 879409		5.50	%	02/01/2021		61,418
	30,675	FNMA, Pool# 745562		5.50	%	04/01/2021		31,912
	9,961	FNMA, Pool# 745525		5.50	%	05/01/2021		10,460
	56,268	FNMA, Pool# AD0230		5.50	%	05/01/2021		59,012
	11,680	FNMA, Pool# 936481		5.50	%	07/01/2021		12,217
	14,594	FNMA, Pool# 888555		5.50	%	09/01/2021		15,199
	6,827	FNMA, Pool# 889849		5.50	%	09/01/2021		6,977
	14,866	FNMA, Pool# 908560		5.50	%	01/01/2022		15,440
	9,353	FNMA, Pool# 889716		5.50	%	10/01/2022		9,903
	8,045	FNMA, Pool# 889198		5.50	%	11/01/2022		8,369
	65,896	FNMA, Pool# 911073		5.50	%	12/01/2022		69,576
	20,327	FNMA, Pool# 972932		5.50	%	02/01/2023		21,341
	100,209	FNMA, Pool# 975076		6.00	%	09/01/2023		106,613
	10,407	FNMA, Pool# 995217		5.50	%	12/01/2023		11,037
	32,895	FNMA, Pool# 995460		5.50	%	12/01/2023		34,923
	19,622	FNMA, Pool# 930334		5.50	%	01/01/2024		21,078
	12,435	FNMA, Pool# AE0467		5.50	%	03/01/2024		13,232
	11,664	FNMA, Pool# AD0365		5.50	%	09/01/2024		12,308
	461,204	FNMA, Pool# BC4577		4.50	%	09/01/2024		484,120
	93,015	FNMA, Pool# AL1081		5.00	%	07/01/2025		97,012
	57,690	FNMA, Pool# AL0517		5.50	%	08/01/2025		60,983
	326,956	FNMA, Pool# 813714#		2.60	%	01/01/2035		341,949
	393,688	FNMA, Pool# 815323#		2.87	%	01/01/2035		409,162
	162,702	FNMA, Pool# 910181#		3.45	%	03/01/2037		170,427
	607,561	FNMA, Pool# 915191#		3.45	%	04/01/2037		638,544
	459,147	FNMA, Pool# AL6262#		4.40	%	04/01/2038		481,226
	284,985	FNMA, Pool# 965184#		2.83	%	09/01/2038		305,902
	612,105	FNMA, Pool# AU6230		5.00	%	09/01/2043		669,927
	266,272	FNMA, Pool# 947512#		3.00	%	09/01/2047		278,613
	77,047	FNMA CAS, Series 2013-C01#		3.22	%	10/25/2023		77,945
	820,968	FNMA CAS, Series 2014-C02#		2.17	%	05/28/2024		824,562
	412,665	FNMA CAS, Series 2014-C03#		2.42	%	07/25/2024		413,442
	58,825	FNMA CAS, Series 2015-C03#		2.72	%	07/25/2025		58,893
	222,033	FNMA CAS, Series 2016-C02#		3.37	%	09/25/2028		225,238
	139,884	FNMA REMIC Trust, Series 2002-16		6.00	%	04/25/2022		148,536
	7,500,000	FNMA, 2.5%, Due TBA July		2.50	%	07/15/2032		7,539,551
	7,500,000	FNMA, 3.0%, Due TBA July		3.00	%	07/15/2032		7,698,047
	500,000	FREMF Mortgage Trust, Series 2017-K725#^		4.01	%	02/25/2024		499,921
	200,000	FREMF Mortgage Trust, Series 2016-K723#^		3.70	%	10/25/2039		197,602
	90,000	FREMF Mortgage Trust, Series 2011-K10#^		4.79	%	11/25/2049		95,438
	250,000	FREMF Mortgage Trust, Series 2017-K724#^		3.60	%	12/25/2049		245,773

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

www.brownadvisoryfunds.com

47

Brown Advisory Strategic Bond Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 29.6% (Continued)
	60,951	GNMA, Pool# 595733X		5.50	%	06/15/2020		62,757
	133,010	GNMA, Pool# 676872X		4.50	%	03/15/2023		137,600
	86,487	GNMA, Pool# 689452X		5.50	%	07/15/2023		88,733
	311,494	GNMA, Pool# 004527M		5.00	%	09/20/2024		335,526
	88,827	GNMA, Pool# 005244M		4.50	%	11/20/2026		94,300
	635,900	GNMA REMIC Trust, Series 2014-45#†		0.77	%	07/16/2054		29,289
	509,711	GNMA REMIC Trust, Series 2014-135#†		0.84	%	01/16/2056		26,895
	533,056	GNMA REMIC Trust, Series 2015-172#†		0.94	%	03/16/2057		34,762
	709,872	GNMA REMIC Trust, Series 2016-40#†		0.81	%	07/16/2057		44,299
	563,406	GNMA REMIC Trust, Series 2016-56#†		1.00	%	11/16/2057		42,906
	650,429	GNMA REMIC Trust, Series 2016-98#†		0.98	%	05/16/2058		48,621
	619,721	GNMA REMIC Trust, Series 2016-110#†		1.05	%	05/16/2058		48,011
	612,680	GNMA REMIC Trust, Series 2016-127#†		0.96	%	05/16/2058		47,420
	200,000	JPMCC, Series 2016-ASH A#^		2.66	%	10/15/2034		201,000
	200,000	MSC, Series 2017-PRME B#^		2.51	%	02/15/2034		200,936
Total Mortgage Backed Securities (Cost $33,932,160)								34,011,705
Corporate Bonds & Notes — 22.2%
	250,000	Activision Blizzard, Inc.^		6.13	%	09/15/2023		269,853
	400,000	AerCap Ireland Capital DAC		3.50	%	05/26/2022		410,949
	300,000	American Tower Corp.		3.40	%	02/15/2019		306,388
	310,000	Analog Devices, Inc.		3.90	%	12/15/2025		322,789
	300,000	Asbury Automotive Group, Inc.		6.00	%	12/15/2024		306,750
	600,000	Ball Corp.		5.00	%	03/15/2022		642,750
	300,000	Broadcom Corp.^		3.88	%	01/15/2027		308,668
	500,000	Canadian Natural Resources, Ltd.		3.85	%	06/01/2027		496,962
	300,000	Capital One Financial Corp.#		5.55	%	12/29/2049		315,750
	350,000	Carrizo Oil & Gas, Inc.		7.50	%	09/15/2020		357,437
	350,000	Carrizo Oil & Gas, Inc.		6.25	%	04/15/2023		338,625
	500,000	Caterpillar Financial Services Corp.#		1.81	%	06/06/2022		501,508
	200,000	Clorox Co.		3.05	%	09/15/2022		205,321
	200,000	CommScope Technologies LLC^		6.00	%	06/15/2025		214,500
	100,000	CommScope Technologies LLC^		5.00	%	03/15/2027		100,000
	500,000	Cornerstone Chemical Co.^		9.38	%	03/15/2018		501,250
	220,000	Crown Castle International Corp.		4.88	%	04/15/2022		240,591
	300,000	Dana, Inc.		6.00	%	09/15/2023		314,250
	400,000	Dollar General Corp.		4.15	%	11/01/2025		422,914
	650,000	Dollar Tree, Inc.		5.75	%	03/01/2023		689,195
	500,000	Ecolab, Inc.		2.00	%	01/14/2019		502,365
	300,000	Education Realty Operating Partnership L.P.		4.60	%	12/01/2024		305,442
	600,000	Energy Transfer L.P.		4.05	%	03/15/2025		603,370
	250,000	Equinix, Inc.		5.88	%	01/15/2026		273,202
	380,000	Equinix, Inc.		5.38	%	05/15/2027		406,125
	100,000	Fidelity National Information Services, Inc.		5.00	%	10/15/2025		111,855
	400,000	First Quality Finance Co., Inc.^		5.00	%	07/01/2025		409,000
	550,000	Fresh Market, Inc.^		9.75	%	05/01/2023		462,688
	650,000	Goodyear Tire & Rubber Co.		4.88	%	03/15/2027		661,375
	500,000	Harris Corp.		3.83	%	04/27/2025		516,866
	200,000	Healthcare Trust of America Holdings L.P.		3.75	%	07/01/2027		198,099
	250,000	High Ridge Brands Co.^		8.88	%	03/15/2025		250,313
	100,000	Interface Master Holdings, Inc.^		12.50	%	08/01/2018		93,750
	500,000	Interface Security Systems Holdings, Inc.		9.25	%	01/15/2018		499,375
	300,000	JB Hunt Transport Services, Inc.		2.40	%	03/15/2019		301,751
	300,000	Keysight Technologies, Inc.		4.55	%	10/30/2024		315,384
	325,000	Koppers, Inc.^		6.00	%	02/15/2025		346,125
	710,000	Lamar Media Corp.		5.75	%	02/01/2026		767,688
	105,000	Lear Corp.		5.38	%	03/15/2024		111,575

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

www.brownadvisoryfunds.com

48

Brown Advisory Strategic Bond Fund

Schedule of Investments

June 30, 2017

	Par
	Value/Shares		Security Description	Rate			Maturity	Value $
Corporate Bonds & Notes — 22.2% (Continued)
		1,000,000	Martin Marietta Materials, Inc.#		1.82	%	05/22/2020		1,003,207
		400,000	Martin Marietta Materials, Inc.		4.25	%	07/02/2024		420,391
		125,000	Mercer International, Inc.		7.75	%	12/01/2022		134,531
		200,000	Mercer International, Inc.^		6.50	%	02/01/2024		209,338
		450,000	Meritor, Inc.		6.25	%	02/15/2024		471,375
		500,000	Micron Technology, Inc.		7.50	%	09/15/2023		560,250
		300,000	MPLX L.P.		5.50	%	02/15/2023		308,781
		350,000	MPLX L.P.		4.88	%	12/01/2024		373,723
		350,000	Mylan NV		3.15	%	06/15/2021		356,392
		400,000	Mylan NV		3.95	%	06/15/2026		406,037
		300,000	Mylan, Inc.		2.60	%	06/24/2018		302,227
		200,000	NOVA Chemicals Corp.^		5.25	%	08/01/2023		206,250
		165,000	Outfront Media Capital LLC		5.88	%	03/15/2025		173,456
		900,000	Sabine Pass Liquefaction LLC		5.88	%	06/30/2026		1,007,581
		232,000	ServiceMaster Co. LLC		7.45	%	08/15/2027		254,620
		500,000	SESI LLC		6.38	%	05/01/2019		496,250
		150,000	Springs Industries, Inc.		6.25	%	06/01/2021		155,438
		370,000	TechnipFMC PLC^		3.45	%	10/01/2022		369,052
		125,000	Teck Resources, Ltd.		3.75	%	02/01/2023		122,188
		530,000	Teck Resources, Ltd.^		8.50	%	06/01/2024		613,475
		250,000	Tenneco, Inc.		5.00	%	07/15/2026		253,438
		100,000	United Rentals North America, Inc.		4.63	%	07/15/2023		104,200
		210,000	Verisk Analytics, Inc.		4.00	%	06/15/2025		217,349
		350,000	Verizon Communications, Inc.#		2.25	%	03/16/2022		354,346
		350,000	Versum Materials, Inc.^		5.50	%	09/30/2024		368,813
		375,000	Viking Cruises, Ltd.^		8.50	%	10/15/2022		395,156
		400,000	Viking Cruises, Ltd.^		6.25	%	05/15/2025		405,000
		1,000,000	Vulcan Materials Co.#		1.85	%	06/15/2020		1,000,363
Total Corporate Bonds & Notes (Cost $25,248,899)									25,446,025
Municipal Bonds — 3.0%
		500,000	Houston Texas Airport System		5.00	%	07/15/2020		539,130
		640,000	New York Transportation Development Corp.		5.00	%	08/01/2026		687,968
		225,000	North Texas Tollway Authority		8.91	%	02/01/2030		258,289
		500,000	Public Finance Authority^		5.00	%	09/01/2030		521,785
		400,000	Utah Charter School Finance Authority		5.80	%	06/15/2038		404,300
		650,000	Washington State Housing Finance Commission^		4.00	%	01/01/2024		639,801
		370,000	Yamhill County Oregon Hospital Authority		3.50	%	11/15/2020		366,803
Total Municipal Bonds (Cost $3,409,071)									3,418,076
Preferred Stocks — 0.1%
		2,400	AGNC Investment Corp., Series B, 7.75%						62,448
Total Preferred Stocks (Cost $61,102)									62,448
Closed-End Funds — 0.8%
		17,204	BlackRock MuniYield Michigan Quality Fund						241,372
		9,600	Nuveen Massachusetts Quality Municipal Income Fund						132,000
		9,184	Nuveen Michigan Quality Municipal Income Fund						125,821
		6,063	Nuveen Pennsylvania Quality Municipal Income Fund						81,123
		11,341	PIMCO California Municipal Income Fund III						142,669
		11,168	PIMCO New York Municipal Income Fund II						130,554
		11,801	PIMCO New York Municipal Income Fund III						115,768
Total Closed-End Funds (Cost $993,240)									969,307
Exchange Traded Funds — 3.9%
		51,268	iShares iBoxx $ High Yield Corporate Bond ETF						4,531,579
Total Exchange Traded Funds (Cost $4,421,401)									4,531,579

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

www.brownadvisoryfunds.com

49

Brown Advisory Strategic Bond Fund

Schedule of Investments

June 30, 2017

	Shares		Security Description	Value $
Short-Term Investments — 2.4%
Money Market Funds — 2.4%
		2,814,897	First American Treasury Obligations Fund — Class Z, 0.85%*		2,814,897
Total Short-Term Investments (Cost $2,814,897)					2,814,897
Total Investments — 112.0% (Cost $128,096,908)					128,641,683
Liabilities in Excess of Other Assets — (12.0)%					(13,741,917	)
NET ASSETS — 100.0%				$	114,899,766

*	Annualized seven-day yield as of June 30, 2017.
^	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2017, the value of these securities amounted to $60,749,690, or 52.9% of net assets.
†	Interest Only Security
#	Variable rate security. Rate disclosed is as of June 30, 2017.

Futures Contracts — Short (Note 7)
				Notional			Notional			Unrealized Appreciation
Issue	Contracts		Expiration Date	Amount			Value			(Depreciation)
U.S. Treasury 5-Year Note Futures September 2017		(97)	09/29/2017	$	(11,456,158	)	$	(11,430,086	)	$	26,072
				$	(11,456,158	)	$	(11,430,086	)	$	26,072

There is no variation margin due to or from the Fund as of June 30, 2017.

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

www.brownadvisoryfunds.com

50

Brown Advisory Maryland Bond Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

During the year ended June 30, 2017, the Brown Advisory Maryland Bond Fund (the “Fund”) was down 0.27%. During the same period, the Fund’s benchmark, the Bloomberg Barclays 1-10 Year Blended Municipal Bond Index was up 0.16%.

The past year in the municipal bond market can be best characterized as a tale of two halves.

Municipal bond yields moved sharply higher during the second half of 2016. The rise only accelerated as Donald Trump’s election victory and the Republican sweep in Congress fueled optimism about economic growth, causing broad U.S. interest rates to spike. Municipal bonds were particularly hard-hit as a confluence of public policy uncertainty and negative technical factors weighed on the market. Expectations about the new administration’s ambitious fiscal agenda, the specter of U.S. federal tax reform and a temporary supply/demand imbalance in the municipal bond market created a period where both interest rates and credit spreads moved against investors. As a result, 10-year BBB-rated municipal revenue bond yields moved from roughly 2.00% in August to over 4.00% at year-end, levels not seen since 2013.

After a tumultuous end to 2016, the municipal bond market began to find its footing early in 2017. Yet unlike previous market dislocations in recent years, the market did not experience an immediate snapback. Continued policy uncertainty seemed to hang like a cloud over the market, causing many investors to seek refuge in short maturity municipal bonds. The demand for short duration overwhelmed supply causing short maturity bonds to strongly outperform the broad municipal bond market early in the year. This was in direct contrast to the movements of short Treasuries during the first quarter, which moved higher as the Federal Reserve continued to ratchet up the Fed Funds Target Rate. It was not until the second quarter that investor demand for Municipal bonds truly began to recover from the post-election hangover.

Municipal credit spreads began moving tighter in the second quarter. This tightening benefitted our portfolio’s relative performance for the period and we believe this should continue benefitting our revenue-backed sector overweight for the remainder of the year. The post-election selloff in municipal credit was largely driven by market technical pressures, rather than credit fundamentals, as investors seemed to indiscriminately shed risk. This led to a relatively high degree of volatility in several of our revenue backed sectors in late 2016, followed by a strong rebound in the second quarter of 2017. Our health care holdings, for example, were down roughly 5.00% for the second half of 2016, but returned 4.00% in total return for the first half of 2017; we believe they still have significant room for spread appreciation. The Fund saw similar rebounds in other revenue-backed sectors like toll roads, higher education, housing and corporate-backed entities.

Our long-term approach to credit selection that is grounded in bottom-up fundamental research provides us with the confidence to view market volatility as an opportunity rather than a distraction. Looking forward, we cannot know where interest rates may go; however, we believe that a disciplined and consistent process can lead to attractive income generation over time. We believe our bottom-up fundamental selection process will serve our investors well.

Sincerely,

Stephen M. Shutz, CFA

Portfolio Manager

Past performance is not a guarantee of future results.

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

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

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

www.brownadvisoryfunds.com

51

Brown Advisory Maryland Bond Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
Revenue Bonds	69.1%
General Obligation Bonds	28.0%
Money Market Funds	1.7%
Other Assets and Liabilities	1.2%
	100.0%

GROWTH OF A $10,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $10,000 investment, including reinvested dividends and distributions, in the Fund as measured against the broad-based municipal bond index. The Bloomberg Barclays 1-10 Year Blended Municipal Bond Index (“Index”) is a market index of high quality, domestic fixed income securities with maturities of less than 10 years. The Index is unmanaged and does not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

Average Annual Total Return as of 6/30/17	One Year	Five Year	Ten Year
Investor Shares	-0.27%	1.63%	3.01%
Bloomberg Barclays 1-10 Year Blended Municipal Bond Index	0.16%	2.26%	3.93%

	Investor Shares
Gross Expense Ratio1	0.49%
Net Expense Ratio1	0.49%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Investment performance reflects periods during which fee waivers were in effect. In the absence of such waivers, total return would have been reduced. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower.

¹ Per the Fund’s prospectus dated October 31, 2016. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

www.brownadvisoryfunds.com

52

Brown Advisory Maryland Bond Fund

Schedule of Investments

June 30, 2017

	Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 97.1%
General Obligation Bonds — 28.0%
		2,225,000	Anne Arundel County Maryland		5.00	%	04/01/2022		2,599,868
		575,000	Baltimore County Maryland		5.00	%	11/01/2017		583,159
		3,000,000	Baltimore County Maryland		4.50	%	09/01/2020		3,312,510
		1,305,000	Baltimore, Maryland		5.00	%	10/15/2018		1,373,003
		775,000	Cecil County Maryland		4.00	%	02/01/2018		789,113
		1,360,000	Cecil County Maryland		4.00	%	12/01/2021		1,514,605
		1,390,000	Charles County Maryland		5.00	%	11/01/2019		1,517,922
		1,970,000	Charles County Maryland		5.00	%	11/01/2021		2,284,727
		1,145,000	Easton, Town of Maryland		4.00	%	02/01/2020		1,229,112
		1,145,000	Easton, Town of Maryland		4.00	%	02/01/2021		1,255,630
		1,000,000	Frederick, Maryland		5.00	%	09/01/2017		1,007,240
		1,120,000	Maryland National Capital Park & Planning Commission		5.00	%	01/15/2019		1,188,477
		1,085,000	Maryland National Capital Park & Planning Commission		5.00	%	01/15/2020		1,190,972
		835,000	Maryland State		5.25	%	08/15/2017		839,709
		1,000,000	Maryland State		5.00	%	11/01/2019		1,090,490
		3,145,000	Maryland State		5.00	%	08/01/2023		3,787,366
		1,945,000	Maryland State		5.00	%	08/01/2023		2,292,202
		1,145,000	Montgomery County Maryland		5.00	%	12/01/2018		1,210,242
		5,000,000	Montgomery County Maryland		5.00	%	11/01/2023		6,042,650
		3,320,000	Prince George’s County Maryland		5.00	%	09/15/2026		3,816,904
		1,380,000	Talbot County Maryland		5.00	%	12/15/2018		1,460,454
		1,270,000	Talbot County Maryland		5.00	%	12/15/2019		1,390,269
		1,940,000	Wicomico County Maryland		4.00	%	11/01/2019		2,070,601
		1,985,000	Wicomico County Maryland		4.00	%	11/01/2020		2,166,171
		2,040,000	Wicomico County Maryland		4.00	%	11/01/2021		2,270,520
		2,225,000	Worcester County Maryland		5.00	%	03/01/2023		2,645,859
									50,929,775
Revenue Bonds — 69.1%
		3,480,000	Austin, Texas		7.88	%	09/01/2026		3,884,341
		1,320,000	Baltimore, Maryland		5.00	%	07/01/2028		1,613,225
		1,000,000	Baltimore, Maryland		5.00	%	07/01/2028		1,222,140
		520,000	Baltimore, Maryland		5.00	%	06/15/2030		577,845
		1,250,000	Baltimore, Maryland		5.00	%	09/01/2031		1,434,587
		1,000,000	Baltimore, Maryland		5.00	%	07/01/2032		1,154,380
		1,365,000	Baltimore, Maryland		5.00	%	09/01/2032		1,558,953
		670,000	Baltimore, Maryland		5.00	%	06/15/2033		735,921
		1,150,000	Baltimore, Maryland		5.00	%	09/01/2033		1,307,033
		1,250,000	Baltimore, Maryland		5.00	%	09/01/2034		1,412,650
		1,550,000	Franklin County Ohio		5.00	%	11/15/2034		1,696,754
		2,375,000	Frederick County Maryland		5.50	%	07/01/2040		2,458,244
		1,000,000	Harris County Cultural Education Facilities Finance Corp.		5.00	%	01/01/2037		1,052,860
		4,800,000	Houston Texas Airport System		5.00	%	07/15/2020		5,175,648
		2,000,000	Lancaster County Pennsylvania Hospital Authority		5.00	%	07/01/2035		2,155,700
		1,000,000	Maryland Community Development Administration		3.25	%	03/01/2036		1,008,260
		1,185,000	Maryland Economic Development Corp.		5.25	%	07/01/2024		1,185,154
		1,025,000	Maryland Economic Development Corp.#		2.55	%	12/01/2025		1,020,849
		700,000	Maryland Economic Development Corp.		5.00	%	06/01/2027		765,156
		400,000	Maryland Economic Development Corp.		5.00	%	07/01/2027		440,228
		850,000	Maryland Economic Development Corp.		5.00	%	07/01/2031		933,717
		2,300,000	Maryland Economic Development Corp.		5.75	%	06/01/2035		2,473,811
		5,000,000	Maryland Economic Development Corp.#		0.90	%	02/15/2043		5,000,000
		4,500,000	Maryland Economic Development Corp.		4.50	%	07/01/2044		4,514,310
		2,500,000	Maryland Industrial Development Financing Authority Series B#		0.95	%	09/01/2040		2,500,000
		1,000,000	Maryland State Department of Transportation		5.00	%	12/15/2020		1,128,830

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

www.brownadvisoryfunds.com

53

Brown Advisory Maryland Bond Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 97.1% (Continued)
Revenue Bonds — 69.1% (Continued)
	1,055,000	Maryland State Department of Transportation		4.00	%	05/15/2022		1,183,921
	2,400,000	Maryland State Department of Transportation		4.00	%	05/15/2024		2,530,176
	260,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2018		270,163
	215,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2018		215,707
	35,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2018		35,004
	515,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2023		591,040
	485,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2023		549,500
	500,000	Maryland State Health & Higher Educational Facilities		5.00	%	08/15/2023		596,160
	500,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2024		569,545
	465,000	Maryland State Health & Higher Educational Facilities		5.50	%	07/01/2024		486,018
	1,000,000	Maryland State Health & Higher Educational Facilities		6.00	%	07/01/2025		1,151,490
	1,250,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2025		1,488,550
	1,500,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2025		1,782,480
	420,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2026		504,336
	2,500,000	Maryland State Health & Higher Educational Facilities		5.25	%	07/01/2026		2,950,625
	1,605,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2028		1,867,466
	3,500,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2029		4,162,725
	100,000	Maryland State Health & Higher Educational Facilities		4.00	%	10/01/2030		107,467
	1,130,000	Maryland State Health & Higher Educational Facilities		6.25	%	07/01/2031		1,281,691
	300,000	Maryland State Health & Higher Educational Facilities		4.00	%	10/01/2031		321,030
	1,070,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2032		1,207,142
	250,000	Maryland State Health & Higher Educational Facilities		5.00	%	06/01/2033		285,505
	1,250,000	Maryland State Health & Higher Educational Facilities		5.00	%	08/15/2033		1,425,625
	15,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2034		15,716
	235,000	Maryland State Health & Higher Educational Facilities		5.00	%	07/01/2034		253,299
	200,000	Maryland State Health & Higher Educational Facilities		4.50	%	07/01/2035		200,150
	430,000	Maryland State Health & Higher Educational Facilities		5.00	%	06/01/2036		487,138
	3,400,000	Maryland State Health & Higher Educational Facilities		5.00	%	05/15/2040		3,763,256
	1,015,000	Maryland State Health & Higher Educational Facilities		4.75	%	07/01/2047		1,017,010
	4,255,000	Maryland State Transportation Authority		5.00	%	03/01/2022		4,870,401
	1,000,000	Maryland State Transportation Authority		5.00	%	06/01/2022		1,144,890
	9,000,000	Maryland State Transportation Authority		5.00	%	07/01/2036		9,354,150
	2,525,000	Maryland Water Quality Financing Administration		5.00	%	03/01/2020		2,784,040
	1,200,000	Montgomery County Maryland Housing Opportunities Commission		2.95	%	01/01/2034		1,200,168
	1,750,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.00	%	07/01/2025		1,978,235
	1,185,000	New Hope Texas Cultural Education Facilities Finance Corp.		5.75	%	07/01/2051		1,262,049
	4,000,000	New York Transportation Development Corp.		5.00	%	08/01/2026		4,299,800
	2,000,000	Newport News Virginia Economic Development Authority		5.00	%	12/01/2031		2,113,880
	2,000,000	North Carolina Medical Care Commission		5.00	%	10/01/2031		2,114,900
	1,005,000	Prince William County Virginia Industrial Development Authority		5.00	%	01/01/2023		1,099,329
	4,000,000	University System of Maryland		5.00	%	04/01/2018		4,123,000
	1,000,000	University System of Maryland		5.00	%	04/01/2018		1,030,750
	4,335,000	University System of Maryland		5.00	%	04/01/2022		5,058,295
	3,280,000	Washington State Housing Finance Commission^		4.00	%	01/01/2026		3,294,104
								125,438,522
Total Municipal Bonds (Cost $175,033,839)								176,368,297

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

www.brownadvisoryfunds.com

54

Brown Advisory Maryland Bond Fund

Schedule of Investments

June 30, 2017

	Shares		Security Description	Value $
Short-Term Investments — 1.7%
Money Market Funds — 1.7%
		3,035,035	First American Treasury Obligations Fund — Class Z, 0.85%*		3,035,035
Total Short-Term Investments (Cost $3,035,035)					3,035,035
Total Investments — 98.8% (Cost $178,068,874)					179,403,332
Other Assets in Excess of Liabilities — 1.2%					2,115,035
NET ASSETS — 100.0%				$	181,518,367

*	Annualized seven-day yield as of June 30, 2017.
^	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2017, the value of these securities amounted to $3,294,104 or 1.8% of net assets.
#	Variable rate security. Rate disclosed is as of June 30, 2017.

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

www.brownadvisoryfunds.com

55

Brown Advisory Tax Exempt Bond Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

During the year ended June 30, 2017, the Brown Advisory Tax Exempt Bond Fund (the “Fund”) was down 0.29%. During the same period, the Bloomberg Barclays 1-10 Year Blended Municipal Bond Index, the Fund’s benchmark, was up 0.16%.

The past year in the municipal bond market can be best characterized as a tale of two halves.

Municipal bond yields moved sharply higher during the second half of 2016. The rise only accelerated as Donald Trump’s election victory and the Republican sweep in Congress fueled optimism about economic growth, causing broad U.S. interest rates to spike. Municipal bonds were particularly hard-hit as a confluence of public policy uncertainty and negative technical factors weighed on the market. Expectations about the new administration’s ambitious fiscal agenda, the specter of U.S. federal tax reform and a temporary supply/demand imbalance in the Muni market created a period where both interest rates and credit spreads moved against investors. As a result, 10-year BBB-rated municipal revenue bond yields moved from roughly 2.00% in August to over 4.00% at year-end, levels not seen since 2013.

After a tumultuous end to 2016, the municipal bond market began to find its footing early in 2017. Yet unlike previous market dislocations in recent years, the market did not experience an immediate snapback. Continued policy uncertainty seemed to hang like a cloud over the market, causing many investors to seek refuge in short maturity municipal bonds. The demand for short duration overwhelmed supply causing short maturity bonds to strongly outperform the broad municipal bond market early in the year. This was in direct contrast to the movements of short Treasuries during the first quarter, which moved higher as the Federal Reserve continued to ratchet up the Fed Funds Target Rate. It was not until the second quarter that investor demand for municipal bonds truly began to recover from the post-election hangover.

Municipal credit spreads began moving tighter in the second quarter. This tightening benefitted our portfolio’s relative performance for the period and we believe this should continue benefitting our revenue-backed sector overweight for the remainder of the year. The post-election selloff in municipal credit was largely driven by market technical pressures, rather than credit fundamentals, as investors seemed to indiscriminately shed risk. This led to a relatively high degree of volatility in several of our revenue backed sectors in late 2016, followed by a strong rebound in the second quarter of 2017. Our health care holdings, for example, were down roughly 5.00% for the second half of 2016, but returned 4.00% in total return for the first half of 2017; we believe they still have significant room for spread appreciation. The Fund saw similar rebounds in other revenue-backed sectors like toll roads, higher education, housing and corporate-backed entities.

Our long-term approach to credit selection that is grounded in bottom-up fundamental research provides us with the confidence to view market volatility as an opportunity rather than a distraction. Looking forward, we cannot know where interest rates may go; however, we believe that a disciplined and consistent process can lead to attractive income generation over time. We believe our bottom-up fundamental selection process will serve our investors well.

Sincerely,

Stephen M. Shutz, CFA

Portfolio Manager

Past performance is not a guarantee of future results.

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

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report.

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

www.brownadvisoryfunds.com

56

Brown Advisory Tax Exempt Bond Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
Revenue Bonds	88.1%
General Obligation Bonds	9.4%
Money Market Funds	1.5%
Other Assets and Liabilities	1.0%
	100.0%

GROWTH OF A $10,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $10,000 investment, including reinvested dividends and distributions, in the Fund as measured against the broad-based municipal bond index. The Bloomberg Barclays 1-10 Year Blended Municipal Bond Index (“Index”) is a market index of high quality, domestic fixed income securities with maturities of less than 10 years. The Index is unmanaged and does not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

			Since Inception
Average Annual Total Return as of 6/30/17	One Year	Five Year	(6/29/12)
Investor Shares	-0.29%	2.05%	2.05%
Bloomberg Barclays 1-10 Year Blended Municipal Bond Index	0.16%	2.26%	2.26%

	Investor Shares
Gross Expense Ratio1	0.49%
Net Expense Ratio1	0.49%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower.

¹ Per the Fund’s prospectus dated October 31, 2016. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

www.brownadvisoryfunds.com

57

Brown Advisory Tax Exempt Bond Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 97.5%
General Obligation Bonds — 9.4%
	2,000,000	Avondale School District		5.00	%	05/01/2019		2,139,720
	600,000	Bellwood, Village of Illinois		3.00	%	12/01/2018		611,436
	1,150,000	Clark County Nevada School District		5.00	%	06/15/2025		1,185,857
	1,320,000	Connecticut, State of		5.00	%	10/15/2022		1,513,248
	1,025,000	District of Columbia		5.00	%	06/01/2029		1,227,663
	1,020,000	Honolulu, City & County of Hawaii		5.00	%	10/01/2029		1,227,386
	2,000,000	Illinois, State of		5.00	%	11/01/2017		2,019,420
	2,500,000	Illinois, State of		5.00	%	04/01/2022		2,528,975
	1,500,000	New York, New York		5.00	%	08/01/2027		1,823,070
	3,705,000	Northside Texas Independent School District#		1.75	%	06/01/2032		3,706,667
	6,000,000	Texas, State of		5.00	%	08/01/2031		6,019,380
								24,002,822
Revenue Bonds — 88.1%
	550,000	AltaPointe Health Systems, Inc.		3.00	%	05/01/2019		558,332
	565,000	AltaPointe Health Systems, Inc.		3.00	%	05/01/2020		575,373
	1,125,000	Arlington Texas Higher Education Finance Corp.		5.00	%	02/15/2025		1,359,911
	4,500,000	Austin, Texas		7.88	%	09/01/2026		5,022,855
	2,970,000	Central Texas Turnpike System		5.00	%	08/15/2027		3,408,758
	2,615,000	Chattanooga Tennessee Health Educational & Housing Facility Board		5.25	%	01/01/2040		2,773,704
	3,000,000	Chicago Illinois Midway International Airport		5.00	%	01/01/2028		3,467,040
	660,000	Chula Vista California Municipal Financing Authority		4.00	%	09/01/2018		678,810
	855,000	Chula Vista California Municipal Financing Authority		4.00	%	09/01/2019		896,809
	300,000	Colorado Health Facilities Authority		5.00	%	12/01/2020		328,953
	1,000,000	Colorado Health Facilities Authority		5.00	%	06/01/2027		1,126,270
	1,300,000	Colorado Health Facilities Authority		5.00	%	12/01/2027		1,424,176
	1,500,000	Colorado Health Facilities Authority		5.00	%	12/01/2035		1,631,685
	4,390,000	Cumberland County Pennsylvania Municipal Authority		4.00	%	01/01/2033		4,438,246
	720,000	Dallas Love Field		5.00	%	11/01/2022		831,996
	1,100,000	Denver Colorado Convention Center Hotel Authority		5.00	%	12/01/2028		1,284,657
	2,750,000	Denver, City & County of Colorado		5.25	%	10/01/2032		2,771,450
	2,000,000	Denver, City & County of Colorado Airport System		5.00	%	11/15/2024		2,028,580
	5,000,000	Denver, City & County of Colorado Airport System		5.00	%	11/15/2030		5,068,450
	1,700,000	Educational Enhancement Funding Corp. South Dakota		5.00	%	06/01/2023		1,946,823
	500,000	Florida Municipal Power Agency		5.25	%	10/01/2023		526,025
	3,355,000	Florida Municipal Power Agency		5.00	%	10/01/2025		3,864,356
	1,000,000	Harris County Texas Cultural Education Facilities Finance Corp.		5.00	%	12/01/2035		1,108,300
	1,000,000	Harris County-Houston Texas Sports Authority		5.00	%	11/15/2028		1,168,040
	1,760,000	Hawaii Department of Budget & Finance		4.60	%	05/01/2026		1,763,678
	2,100,000	Houston Texas Airport System		5.00	%	07/15/2020		2,264,346
	4,000,000	Houston Texas Airport System		5.00	%	07/15/2020		4,313,040
	5,000,000	Houston Texas Airport System		5.00	%	07/01/2026		5,017,150
	3,850,000	Houston Texas Airport System		5.00	%	07/01/2029		4,145,218
	1,000,000	Indiana Finance Authority		5.00	%	09/15/2025		1,156,160
	1,750,000	Indiana Finance Authority		5.00	%	09/15/2028		1,972,933
	500,000	Indiana Finance Authority		5.13	%	03/01/2030		551,915
	1,250,000	Kentucky Economic Development Finance Authority		5.00	%	05/01/2024		1,310,000
	1,640,000	Kentucky State Property & Building Commission		5.00	%	02/01/2021		1,839,736
	205,000	Kentucky State Property & Building Commission		5.50	%	11/01/2028		216,570
	3,000,000	Lancaster County Pennsylvania Hospital Authority		5.00	%	07/01/2035		3,233,550
	2,280,000	Las Vegas Nevada Redevelopment Agency		5.00	%	06/15/2028		2,652,848
	4,750,000	Lees Summit Missouri Industrial Development Authority		5.13	%	08/15/2032		4,760,070
	2,000,000	Louisiana Public Facilities Authority		3.50	%	06/01/2030		2,014,960
	1,000,000	Louisiana Public Facilities Authority		5.00	%	06/01/2036		1,112,440
	1,500,000	Louisiana State Citizens Property Insurance Corp.		5.00	%	06/01/2020		1,644,420

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

www.brownadvisoryfunds.com

58

Brown Advisory Tax Exempt Bond Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Municipal Bonds — 97.5% (Continued)
Revenue Bonds — 88.1% (Continued)
	985,000	Lower Colorado River Texas Authority		5.50	%	05/15/2036		1,058,481
	5,030,000	Maryland Health & Higher Educational Facilities Authority		5.50	%	01/01/2036		5,784,651
	150,000	Massachusetts Health & Educational Facilities Authority		5.00	%	10/01/2024		151,535
	1,015,000	Massachusetts Health & Educational Facilities Authority		5.50	%	06/01/2034		1,055,955
	1,895,000	Miami Beach Florida Health Facilities		5.00	%	11/15/2029		2,083,647
	1,165,000	Mississippi Development Bank		5.50	%	10/01/2021		1,316,427
	1,010,000	Mississippi Development Bank		6.25	%	10/01/2026		1,148,087
	1,505,000	Mississippi Development Bank		6.50	%	10/01/2031		1,695,804
	1,000,000	Mobile Alabama Industrial Development Board#		1.63	%	07/15/2034		1,002,590
	1,500,000	Montgomery County Pennsylvania Industrial Development Authority#		2.55	%	06/01/2029		1,493,925
	1,600,000	Mountain House California Public Financing Authority		5.00	%	12/01/2027		1,623,344
	2,565,000	Mountain House California Public Financing Authority		5.00	%	12/01/2032		2,598,755
	1,000,000	New Hampshire Health & Education Facilities Authority		5.25	%	10/01/2023		1,010,670
	1,045,000	New Hampshire State Turnpike System		5.00	%	04/01/2021		1,146,072
	2,000,000	New Hope Texas Cultural Education Facilities Corp.		5.00	%	07/01/2024		2,257,560
	1,000,000	New Hope Texas Cultural Education Facilities Corp.		5.00	%	04/01/2029		1,083,190
	930,000	New Hope Texas Cultural Education Facilities Corp.		5.00	%	07/01/2031		953,036
	1,000,000	New Hope Texas Cultural Education Facilities Corp.		5.25	%	07/01/2036		1,040,740
	2,400,000	New Hope Texas Cultural Education Facilities Corp.		5.00	%	08/01/2039		2,510,304
	1,250,000	New Hope Texas Cultural Education Facilities Corp.		5.50	%	07/01/2046		1,310,563
	1,000,000	New Hope Texas Cultural Education Facilities Corp.		5.75	%	07/01/2051		1,065,020
	3,955,000	New Jersey Educational Facilities Authority		5.00	%	07/01/2023		4,662,273
	2,375,000	New York City Industrial Development Agency		5.00	%	01/01/2039		2,380,629
	3,000,000	New York City Industrial Development Agency		5.00	%	01/01/2046		3,007,080
	3,500,000	New York Transportation Development Corp.		5.00	%	08/01/2020		3,775,555
	4,000,000	New York Transportation Development Corp.		5.00	%	08/01/2026		4,299,800
	3,375,000	Newport News Virginia Economic Development Authority		5.00	%	12/01/2031		3,567,173
	1,760,000	Niagara County New York Tobacco Asset Securitization Corp.		5.00	%	05/15/2024		2,061,805
	2,000,000	North Carolina Medical Care Commission		5.00	%	10/01/2031		2,114,900
	2,640,000	Oregon State Facilities Authority		5.00	%	10/01/2031		3,006,511
	1,250,000	Palm Beach County Florida Health Facilities Authority		5.00	%	12/01/2031		1,381,875
	1,000,000	Park Creek Metropolitan District		5.00	%	12/01/2022		1,138,500
	1,000,000	Park Creek Metropolitan District		5.00	%	12/01/2034		1,102,020
	1,535,000	Pennsylvania Economic Development Financing Authority		5.00	%	11/01/2027		1,724,849
	1,900,000	Pennsylvania Turnpike Commission		5.00	%	12/01/2030		2,077,403
	1,110,000	Prince William County Virginia Industrial Development Authority		5.00	%	01/01/2025		1,231,390
	1,420,000	Prince William County Virginia Industrial Development Authority		5.00	%	01/01/2031		1,530,178
	1,500,000	Public Finance Authority		2.63	%	11/01/2025		1,498,305
	1,300,000	Public Finance Authority^		5.00	%	09/01/2030		1,356,641
	2,510,000	Railsplitter Tobacco Settlement Authority		5.00	%	06/01/2018		2,598,101
	1,000,000	South Carolina Ports Authority		5.00	%	07/01/2026		1,181,130
	250,000	South Carolina Ports Authority		5.00	%	07/01/2028		290,748
	400,000	South Carolina Ports Authority		5.00	%	07/01/2029		461,620
	5,000,000	South Miami Florida Health Facilities Authority		5.00	%	08/15/2032		5,022,050
	1,000,000	St. Louis County Missouri Industrial Development Authority		5.00	%	11/15/2041		1,006,750
	1,000,000	St. Louis Missouri Parking Revenue		5.00	%	12/15/2021		1,137,160
	1,900,000	Tarrant County Texas Cultural Education Facilities Finance Corp.		2.50	%	12/01/2018		1,900,969
	1,125,000	Tarrant County Texas Cultural Education Facilities Finance Corp.		5.00	%	11/15/2021		1,272,364
	1,185,000	Tarrant County Texas Cultural Education Facilities Finance Corp.		5.00	%	11/15/2022		1,373,486
	1,115,000	Tobacco Settlement Authority		5.25	%	06/01/2032		1,230,536
	3,735,000	Tobacco Settlement Financing Corp.		5.00	%	05/15/2019		3,942,666
	2,790,000	TSASC, Inc.		5.00	%	06/01/2022		3,169,747
	1,000,000	Tulare California Public Financing Authority		5.38	%	04/01/2035		1,031,160
	5,000,000	University of Houston Texas		5.00	%	02/15/2027		6,111,900
	2,600,000	University of Houston Texas		5.00	%	02/15/2028		3,151,148

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

www.brownadvisoryfunds.com

59

Brown Advisory Tax Exempt Bond Fund

Schedule of Investments

June 30, 2017

	Par
	Value/Shares		Security Description	Rate			Maturity	Value $
Municipal Bonds — 97.5% (Continued)
Revenue Bonds — 88.1% (Continued)
		830,000	Vigo, County of Indiana		2.00	%	07/15/2017		830,340
		2,000,000	Waco Texas Educational Finance Corp.		5.00	%	03/01/2028		2,051,820
		5,000,000	Washington D.C. Convention & Sports Authority		5.00	%	10/01/2025		5,017,000
		1,000,000	Washington State Housing Finance Commission^		4.00	%	01/01/2026		1,004,300
		2,655,000	Washington State Housing Finance Commission^		5.00	%	01/01/2031		2,815,734
		1,505,000	Washoe, County of Nevada		5.00	%	02/01/2043		1,584,750
		1,500,000	Wayne County Michigan Airport Authority		5.00	%	12/01/2022		1,524,570
		970,000	Wayne County Michigan Airport Authority		5.75	%	12/01/2024		1,029,248
		2,500,000	Wayne County Michigan Airport Authority		4.50	%	12/01/2024		2,536,250
		2,110,000	Western Riverside Water & Wastewater Financing Authority		5.00	%	09/01/2029		2,450,301
		1,610,000	Wisconsin Health & Educational Facilities Authority		5.00	%	05/01/2027		1,798,515
		1,730,000	Wisconsin Health & Educational Facilities Authority		5.00	%	08/15/2028		1,933,154
		650,000	Wisconsin Health & Educational Facilities Authority		5.00	%	09/15/2037		685,880
		200,000	Wisconsin, State of		5.75	%	05/01/2033		217,162
		910,000	Yamhill County Oregon Hospital Authority		4.00	%	11/15/2026		925,206
		480,000	Yamhill County Oregon Hospital Authority		5.00	%	11/15/2031		513,322
		460,000	Yamhill County Oregon Hospital Authority		5.00	%	11/15/2036		486,790
		1,085,000	Yamhill County Oregon Hospital Authority		5.00	%	11/15/2046		1,129,442
									226,981,195
Total Municipal Bonds (Cost $251,200,260)									250,984,017
Short-Term Investments — 1.5%
Money Market Funds — 1.5%
		3,945,333	First American Treasury Obligations Fund — Class Z, 0.85%*						3,945,333
Total Short-Term Investments (Cost $3,945,333)									3,945,333
Total Investments — 99.0% (Cost $255,145,593)									254,929,350
Other Assets in Excess of Liabilities — 1.0%									2,672,791
NET ASSETS — 100.0%								$	257,602,141

*	Annualized seven-day yield as of June 30, 2017.
^	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2017 the value of these securities amounted to $5,176,675 or 2.0% of net assets.
#	Variable rate security. Rate disclosed is as of June 30, 2017.

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

www.brownadvisoryfunds.com

60

Brown Advisory Mortgage Securities Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

During the year ended June 30, 2017, the Brown Advisory Mortgage Securities Fund Investor Shares (the “Fund”) was down 0.68%, slightly behind the Bloomberg Barclays Mortgage Backed Securities Index which was down 0.06%.

The Fund’s investment process incorporates prepayment analysis to help find mortgage-related bonds where borrowers repay their balance more slowly than average. As slower repayments result in more interest earned by investors, we believe this strategy has the potential to result in outperformance over time.

In this analysis, we look for pools where the borrower has a lesser incentive and/or ability to refinance – from a smaller loan balance to lower upfront equity to a buyer incentive that would not be available upon refinance. Often we use an amalgamation of attractive features about a set of loans to determine their value.

This strategy is designed to work over time through income generation that exceeds our peers; however in the short-term, price fluctuations can overwhelm our income advantage. This was most evident in the fourth quarter of 2016. The sudden spike higher in rates caused the mortgage market to devalue features like smaller loan balance. In effect, the market was saying that the prepayment characteristics on these bonds were not as interesting in a higher rate environment as when rates are low. The Fund underperformed by 0.63% during that quarter, which accounts for nearly all of the underperformance for the year.

This is not to say the Fund is merely a victim of interest rate fluctuations. Historically there has been no pattern about whether the Fund outperforms or underperforms with any given rate direction. We believe that our process, which seeks better income generation and convexity, has the potential to ultimately lead to outperformance. We plan on sticking to our core process, analyzing each loan, and assessing the borrower’s incentives. We believe strongly in the advantages this can bring over time.

Sincerely,

Thomas D.D. Graff, CFA

Portfolio Manager

Past performance is not a guarantee of future results.

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

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report.

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

www.brownadvisoryfunds.com

61

Brown Advisory Mortgage Securities Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
Mortgage Backed Securities	109.4%
Asset Backed Securities	18.8%
Money Market Funds	6.5%
Local Government
Housing Agency Bonds	1.2%
Preferred Stocks	0.1%
U.S. Treasury Bills	0.1%
Other Assets and Liabilities	(36.1)%
	100.0%

GROWTH OF A $10,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $10,000 investment, including reinvested dividends and distributions, in the Fund as measured against a broad-based bond index. The Bloomberg Barclays Mortgage Backed Securities Index (“Index”) is a market value-weighted index which covers the mortgage-backed securities component of the Barclays US Aggregate Bond Index. The Index is composed of agency mortgage-backed passthrough securities of the Government National Mortgage Association (Ginnie Mae), the Federal National Mortgage Association (Fannie Mae), and the Federal Home Loan Mortgage Corporation (Freddie Mac) with a minimum $150 million par amount outstanding and a weighted-average maturity of at least 1 year. The Index includes reinvestment of income. The Index is unmanaged and does not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

		Since Inception
Average Annual Total Return as of 6/30/17	One Year	(12/26/13)
Institutional Shares1	-0.52%	2.60%
Investor Shares	-0.68%	2.53%
Bloomberg Barclays Mortgage Backed Securities Index	-0.06%	3.07%

	Institutional Shares	Investor Shares
Gross Expense Ratio2	0.46%	0.51%
Net Expense Ratio2	0.46%	0.51%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower. Short-term performance, in particular, is not a good indication of the Fund’s future performance, and an investment should not be made based solely on returns.

1	Performance information for the Institutional Shares, prior to commencement of operations on May 13, 2014, is based on the performance of the Investor Shares, and adjusted for the lower expenses applicable to the Institutional Shares.
2	Per the Fund’s prospectus dated October 31, 2016. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

www.brownadvisoryfunds.com

62

Brown Advisory Mortgage Securities Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 109.4%
	1,900,000	BAMLL Commercial Mortgage Securities Trust, Series 2013-DSNY#^		2.21	%	09/15/2026		1,905,528
	1,600,000	BAMLL Commercial Mortgage Securities Trust, Series 2017-BNK3		3.75	%	02/17/2050		1,656,172
	1,400,000	BANK, Series 2017-BNK4		3.78	%	05/17/2050		1,445,365
	481,540	Bayview Opportunity Master Fund IIIb Trust, Series 2017-CRT2 M#^		3.22	%	11/25/2027		482,379
	1,000,000	Chicago Skyscraper Trust, Series 2017-SKY A#^		1.96	%	02/15/2030		1,003,032
	1,000,000	Cosmopolitan Hotel Trust, Series 2016-COSMO A#^		2.56	%	11/15/2033		1,008,611
	250,000	Cosmopolitan Hotel Trust, Series 2016-COSMO B#^		3.26	%	11/15/2033		252,181
	250,000	Cosmopolitan Hotel Trust, Series 2016-COSMO C#^		3.81	%	11/15/2033		252,716
	1,000,000	CSMC, Series 2017-HD A#^		2.11	%	02/18/2031		1,003,679
	500,000	CSMC, Series 2017-HD B#^		2.51	%	02/18/2031		502,014
	500,000	CSMC, Series 2017-HD C#^		2.86	%	02/18/2031		502,663
	800,000	CSMC, Series 2017-LSTK A^		2.76	%	04/07/2033		810,273
	1,600,000	CSMC, Series 2014-TIKI A#^		2.11	%	09/15/2038		1,602,380
	10,000,000	FHLMC Gold, 2.5%, Due TBA July		2.50	%	07/15/2032		10,057,810
	7,000,000	FHLMC Gold, 3.0%, Due TBA July		3.00	%	07/15/2032		7,188,672
	8,945,409	FHLMC Gold, 3.0%, Due TBA July		3.00	%	07/15/2047		8,926,539
	7,500,000	FHLMC Gold, 3.5%, Due TBA July		3.50	%	07/15/2047		7,705,463
	60,107	FHLMC PC, Pool# E9-9067		4.50	%	09/01/2018		61,476
	63,998	FHLMC PC, Pool# E0-1446		4.50	%	09/01/2018		65,451
	51,299	FHLMC PC, Pool# E9-9078		4.50	%	09/01/2018		52,464
	38,769	FHLMC PC, Pool# E9-9081		4.50	%	09/01/2018		39,649
	167,388	FHLMC PC, Pool# B1-0554		4.50	%	11/01/2018		171,189
	115,195	FHLMC PC, Pool# B1-2048		4.50	%	02/01/2019		117,811
	98,102	FHLMC PC, Pool# B1-2124		4.50	%	02/01/2019		100,329
	35,886	FHLMC PC, Pool# B1-2315		5.00	%	02/01/2019		36,900
	84,544	FHLMC PC, Pool# B1-2954		4.50	%	03/01/2019		86,464
	38,368	FHLMC PC, Pool# B1-5004		5.00	%	06/01/2019		39,366
	41,685	FHLMC PC, Pool# B1-7160		5.00	%	11/01/2019		42,769
	187,687	FHLMC PC, Pool# J1-1925		4.00	%	04/01/2020		194,437
	49,095	FHLMC PC, Pool# G1-3598		5.00	%	04/01/2020		50,372
	30,506	FHLMC PC, Pool# B1-9221		5.00	%	04/01/2020		31,522
	146,389	FHLMC PC, Pool# J1-2792		4.00	%	08/01/2020		151,653
	60,491	FHLMC PC, Pool# M3-0034		4.00	%	12/01/2020		61,653
	28,061	FHLMC PC, Pool# J1-4794		4.00	%	03/01/2021		29,070
	37,111	FHLMC PC, Pool# G1-8105		5.00	%	03/01/2021		38,398
	81,372	FHLMC PC, Pool# G1-1980		5.00	%	04/01/2021		84,622
	31,757	FHLMC PC, Pool# C9-0438		6.50	%	04/01/2021		34,525
	12,865	FHLMC PC, Pool# G1-3055		5.00	%	05/01/2021		13,209
	341,638	FHLMC PC, Pool# G1-2335		5.00	%	05/01/2021		354,850
	33,652	FHLMC PC, Pool# D9-4634		6.50	%	05/01/2021		35,477
	84,652	FHLMC PC, Pool# C9-0449		6.50	%	06/01/2021		92,114
	45,112	FHLMC PC, Pool# C9-0457		6.50	%	07/01/2021		48,988
	27,378	FHLMC PC, Pool# D9-4802		6.00	%	08/01/2021		30,782
	27,817	FHLMC PC, Pool# C9-0473		6.50	%	08/01/2021		29,369
	29,669	FHLMC PC, Pool# C9-0482		6.50	%	09/01/2021		32,228
	97,836	FHLMC PC, Pool# G1-2419		5.00	%	10/01/2021		102,333
	71,202	FHLMC PC, Pool# G1-2521		5.00	%	12/01/2021		74,356
	72,999	FHLMC PC, Pool# G8-0074		7.75	%	12/17/2021		75,829
	161,606	FHLMC PC, Pool# G1-2729		6.50	%	01/01/2022		170,226
	15,564	FHLMC PC, Pool# C9-0523		6.00	%	02/01/2022		17,499
	66,976	FHLMC PC, Pool# D9-5272		6.00	%	04/01/2022		75,306
	57,647	FHLMC PC, Pool# G1-2944		5.00	%	05/01/2022		60,686
	135,577	FHLMC PC, Pool# C9-0552		6.00	%	06/01/2022		152,438
	162,370	FHLMC PC, Pool# Z6-0016		5.50	%	04/01/2023		178,989
	1,549,106	FHLMC PC, Pool# G1-6224		6.00	%	09/01/2023		1,662,869
	48,622	FHLMC PC, Pool# J2-7466		4.00	%	02/01/2024		50,688
	12,091	FHLMC PC, Pool# G1-3584		4.50	%	06/01/2024		12,849
	26,600	FHLMC PC, Pool# J1-1196		4.50	%	11/01/2024		28,297

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

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63

Brown Advisory Mortgage Securities Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 109.4% (Continued)
	46,323	FHLMC PC, Pool# G1-3900		5.00	%	12/01/2024		47,758
	1,201,800	FHLMC PC, Pool# G1-6223		5.50	%	12/01/2024		1,269,776
	46,667	FHLMC PC, Pool# G1-5035		4.50	%	07/01/2025		49,627
	251,691	FHLMC PC, Pool# G1-4153		5.00	%	04/01/2026		269,382
	53,271	FHLMC PC, Pool# G1-4375		4.00	%	07/01/2026		55,938
	30,489	FHLMC PC, Pool# G8-0294		6.20	%	10/20/2027		32,839
	151,215	FHLMC PC, Pool# N3-0530		5.50	%	01/01/2029		155,926
	1,506,455	FHLMC PC, Pool# J3-2596		3.50	%	08/01/2030		1,572,330
	1,075,447	FHLMC PC, Pool# J3-2643		3.50	%	09/01/2030		1,122,540
	88,209	FHLMC PC, Pool# N5-0056		6.50	%	02/01/2031		92,949
	25,286	FHLMC PC, Pool# G8-0285		9.00	%	04/17/2031		28,471
	74,720	FHLMC PC, Pool# C6-6421		6.50	%	02/01/2032		82,618
	48,336	FHLMC PC, Pool# P0-0023		6.50	%	11/01/2032		52,908
	298,850	FHLMC PC, Pool# N7-0078		5.50	%	01/01/2033		321,210
	162,173	FHLMC PC, Pool# 1B-0889#		3.39	%	05/01/2033		170,997
	12,540	FHLMC PC, Pool# 1B-1275#		3.17	%	10/01/2033		13,312
	111,570	FHLMC PC, Pool# 1J-0204#		3.53	%	05/01/2035		118,261
	272,352	FHLMC PC, Pool# N7-0071		6.00	%	06/01/2035		296,993
	1,784,614	FHLMC PC, Pool# K9-3365		3.50	%	11/01/2035		1,861,651
	1,079,353	FHLMC PC, Pool# K9-3349		4.00	%	11/01/2035		1,149,827
	61,049	FHLMC PC, Pool# 1L-1263#		3.12	%	03/01/2036		64,422
	79,046	FHLMC PC, Pool# 1H-1348#		2.68	%	10/01/2036		83,496
	116,754	FHLMC PC, Pool# B3-1891		5.38	%	01/01/2037		128,150
	432,178	FHLMC PC, Pool# 84-7727#		3.16	%	02/01/2037		456,317
	219,480	FHLMC PC, Pool# B3-1900		5.38	%	02/01/2037		240,971
	242,220	FHLMC PC, Pool# B3-1917		5.10	%	04/01/2037		263,716
	129,741	FHLMC PC, Pool# B3-1934		5.38	%	04/01/2037		142,393
	34,018	FHLMC PC, Pool# A5-9109		7.50	%	04/01/2037		38,666
	91,940	FHLMC PC, Pool# B3-1950		5.10	%	05/01/2037		100,128
	252,653	FHLMC PC, Pool# B3-1976		5.10	%	05/01/2037		275,012
	240,021	FHLMC PC, Pool# A6-7884		5.38	%	05/01/2037		263,412
	215,896	FHLMC PC, Pool# 1J-1681#		3.82	%	06/01/2037		231,053
	185,457	FHLMC PC, Pool# B3-2000		5.10	%	06/01/2037		201,819
	104,848	FHLMC PC, Pool# B3-2032		5.10	%	07/01/2037		114,095
	104,794	FHLMC PC, Pool# U3-0471		5.10	%	07/01/2037		114,055
	60,317	FHLMC PC, Pool# U3-0653		5.13	%	07/01/2037		66,142
	83,670	FHLMC PC, Pool# U3-0606		5.10	%	09/01/2037		91,105
	328,515	FHLMC PC, Pool# U3-0681		5.10	%	09/01/2037		357,407
	56,989	FHLMC PC, Pool# 1G-2249#		3.28	%	10/01/2037		59,892
	289,094	FHLMC PC, Pool# T3-0346		5.38	%	10/01/2037		317,381
	92,139	FHLMC PC, Pool# U3-0800		5.10	%	11/01/2037		100,272
	157,221	FHLMC PC, Pool# U3-1874		5.38	%	04/01/2038		172,692
	445,679	FHLMC PC, Pool# N7-0082		6.00	%	07/01/2038		478,697
	123,862	FHLMC PC, Pool# U3-2470		5.10	%	11/01/2038		134,865
	130,193	FHLMC PC, Pool# A8-9112		4.50	%	10/01/2039		139,825
	257,542	FHLMC PC, Pool# Q0-3759		3.50	%	10/01/2041		265,711
	3,226,409	FHLMC PC, Pool# G0-7289		3.00	%	11/01/2042		3,245,696
	709,130	FHLMC PC, Pool# Q3-8585		4.00	%	10/01/2043		747,286
	906,125	FHLMC PC, Pool# Q2-6108		5.00	%	05/01/2044		986,958
	1,101,161	FHLMC PC, Pool# Q4-3432		4.00	%	07/01/2046		1,159,496
	1,902,239	FHLMC PC, Pool# Q4-6591		4.00	%	03/01/2047		2,007,331
	1,627,012	FHLMC PC, Pool# Q4-6628		4.50	%	03/01/2047		1,743,879
	1,719,864	FHLMC PC, Pool# Q4-6965		4.50	%	03/01/2047		1,843,407
	3,076,048	FHLMC PC, Pool# Q4-6676		4.50	%	03/01/2047		3,297,007
	2,178,756	FHLMC PC, Pool# Q4-7280		4.50	%	04/01/2047		2,335,310
	1,095,555	FHLMC PC, Pool# Q4-7377		4.50	%	04/01/2047		1,174,249
	1,827,446	FHLMC PC, Pool# Q4-7871		4.00	%	05/01/2047		1,928,407
	2,348,322	FHLMC PC, Pool# Q4-7885		4.50	%	05/01/2047		2,516,997

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

www.brownadvisoryfunds.com

64

Brown Advisory Mortgage Securities Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 109.4% (Continued)
	6,962,326	FHLMC REMIC, Series 4318~		2.50	%	08/15/2022		349,574
	23,737	FHLMC REMIC, Series 2516		5.50	%	10/15/2022		25,650
	5,790,821	FHLMC REMIC, Series 4329~		2.50	%	01/15/2023		324,758
	103,966	FHLMC REMIC, Series 3571		4.00	%	09/15/2024		108,813
	1,588,745	FHLMC REMIC, Series 4092~		3.00	%	09/15/2031		164,960
	221,472	FHLMC REMIC, Series 2517		5.50	%	10/15/2032		235,791
	2,334,085	FHLMC REMIC, Series 4309~		3.00	%	08/15/2039		297,681
	2,314,945	FHLMC REMIC, Series 4015~		4.00	%	11/15/2039		331,419
	281,926	FHLMC REMIC, Series 3878		3.00	%	04/15/2041		287,205
	1,549,095	FHLMC REMIC, Series 4126~		3.50	%	05/15/2041		192,557
	4,778,293	FHLMC REMIC, Series 4495~		3.50	%	07/15/2045		883,682
	85,905	FHLMC REMIC, Series 1843		7.00	%	04/15/2026		95,272
	1,450,000	FHLMC SCRTT, Series 2016-1 M1#^		3.00	%	09/25/2055		1,410,096
	1,137,075	FHLMC SCRTT, Series 2017-1 HA#		2.00	%	01/25/2056		1,139,104
	4,804,692	FHLMC STACR Debt Notes, Series 2014-DN2 M2#		2.87	%	04/25/2024		4,882,330
	1,258,535	FHLMC STACR Debt Notes, Series 2015-HQ2 M1#		2.32	%	05/27/2025		1,261,518
	1,307,811	FHLMC STACR Debt Notes, Series 2015-DNA1 M1#		2.12	%	10/25/2027		1,309,631
	16,257,823	FHMS, Series K-721#~		0.46	%	08/25/2022		240,973
	2,191,034	FHMS, Series K-J07		1.53	%	09/25/2022		2,133,046
	10,541,060	FHMS, Series K-722#~		1.44	%	03/25/2023		644,484
	129,136	FHMS, Series K-J12		2.38	%	04/25/2023		130,384
	16,485,004	FHMS, Series K-723#~		0.96	%	08/25/2023		802,511
	3,000,000	FHMS, Series K-J14		2.20	%	11/25/2023		3,010,428
	11,380,475	FHMS, Series K-725#~		0.84	%	01/25/2024		462,435
	6,110,000	FHMS, Series K-725		3.00	%	01/25/2024		6,297,259
	27,858,420	FHMS, Series K-046#~		0.50	%	03/25/2025		712,212
	7,141,241	FHMS, Series K-055#~		1.50	%	03/25/2026		693,628
	7,622,600	FHMS, Series K-056#~		1.40	%	05/25/2026		687,521
	6,742,578	FHMS, Series K-057#~		1.33	%	07/25/2026		585,981
	5,448,137	FHMS, Series K-058#~		1.06	%	08/25/2026		376,585
	7,933,797	FHMS, Series K-064#~		0.75	%	03/25/2027		392,953
	5,400,000	FHMS, Series K-724#~		1.93	%	12/25/2044		541,037
	4,312,624	FHMS, Series K-725#~		2.15	%	02/25/2045		503,105
	16,744	FNMA, Pool# 683378		5.00	%	02/01/2018		17,154
	24,677	FNMA, Pool# 254720		4.50	%	05/01/2018		25,282
	122,599	FNMA, Pool# 709829		4.50	%	06/01/2018		125,603
	29,646	FNMA, Pool# 254759		4.50	%	06/01/2018		30,373
	52,054	FNMA, Pool# 709918		4.50	%	06/01/2018		53,329
	22,509	FNMA, Pool# 722053		4.50	%	07/01/2018		23,061
	36,246	FNMA, Pool# 254802		4.50	%	07/01/2018		37,134
	8,763	FNMA, Pool# 730721		4.50	%	08/01/2018		8,977
	8,309	FNMA, Pool# 746842		4.50	%	09/01/2018		8,513
	7,852	FNMA, Pool# 746359		4.50	%	10/01/2018		8,045
	7,259	FNMA, Pool# 746378		4.50	%	10/01/2018		7,437
	13,404	FNMA, Pool# 744697		4.50	%	10/01/2018		13,732
	4,187	FNMA, Pool# 738673		4.50	%	10/01/2018		4,290
	63,853	FNMA, Pool# 254953		5.00	%	11/01/2018		65,422
	65,695	FNMA, Pool# 725048		5.00	%	11/01/2018		67,310
	174,133	FNMA, Pool# 747846		4.50	%	12/01/2018		178,401
	84,035	FNMA, Pool# 255076		4.50	%	01/01/2019		86,094
	29,316	FNMA, Pool# 735057		4.50	%	01/01/2019		30,034
	25,868	FNMA, Pool# 763911		4.50	%	01/01/2019		26,502
	58,818	FNMA, Pool# 765178		5.00	%	01/01/2019		60,318
	125,288	FNMA, Pool# AL0472		5.50	%	01/01/2019		127,040
	2,100	FNMA, Pool# 756846		4.50	%	02/01/2019		2,151
	8,693	FNMA, Pool# 485352		6.00	%	02/01/2019		9,780

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

www.brownadvisoryfunds.com

65

Brown Advisory Mortgage Securities Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 109.4% (Continued)
	73,857	FNMA, Pool# 747032		4.50	%	03/01/2019		75,667
	2,582	FNMA, Pool# 766729		4.50	%	03/01/2019		2,646
	62,593	FNMA, Pool# 255108		4.50	%	03/01/2019		64,127
	26,279	FNMA, Pool# AA8642		4.50	%	03/01/2019		26,923
	67,042	FNMA, Pool# 357566		4.50	%	04/01/2019		68,685
	12,028	FNMA, Pool# 658653		4.50	%	04/01/2019		12,323
	78,481	FNMA, Pool# 255176		4.50	%	04/01/2019		80,404
	10,113	FNMA, Pool# 252386		6.50	%	04/01/2019		11,188
	2,194	FNMA, Pool# 725445		4.50	%	05/01/2019		2,248
	46,860	FNMA, Pool# 725414		4.50	%	05/01/2019		48,008
	193,756	FNMA, Pool# 761405		4.50	%	05/01/2019		198,504
	17,346	FNMA, Pool# 931245		4.50	%	05/01/2019		17,771
	7,136	FNMA, Pool# 775227		4.50	%	05/01/2019		7,311
	20,374	FNMA, Pool# 780962		4.50	%	05/01/2019		20,873
	43,758	FNMA, Pool# 761477		4.50	%	06/01/2019		44,830
	131,408	FNMA, Pool# 785427		4.50	%	06/01/2019		134,628
	53,199	FNMA, Pool# 725602		4.50	%	06/01/2019		54,503
	262,700	FNMA, Pool# 785246		4.50	%	06/01/2019		269,138
	96,803	FNMA, Pool# 255273		4.50	%	06/01/2019		99,175
	3,119	FNMA, Pool# 793178		4.50	%	06/01/2019		3,196
	62,807	FNMA, Pool# 932309		5.00	%	06/01/2019		63,064
	54,691	FNMA, Pool# MA0137		5.00	%	06/01/2019		56,035
	83,529	FNMA, Pool# 779356		6.50	%	06/01/2019		85,282
	201,684	FNMA, Pool# 776388		5.50	%	07/01/2019		205,831
	107,487	FNMA, Pool# 773482		4.50	%	08/01/2019		109,377
	40,427	FNMA, Pool# 786729		5.50	%	08/01/2019		41,345
	29,951	FNMA, Pool# AB3436		4.50	%	10/01/2019		30,685
	7,059	FNMA, Pool# 803941#		3.44	%	11/01/2019		7,130
	7,212	FNMA, Pool# 803632		4.50	%	11/01/2019		7,388
	191,676	FNMA, Pool# 735095		4.50	%	12/01/2019		196,373
	73,649	FNMA, Pool# 797410		4.50	%	12/01/2019		75,454
	4,458	FNMA, Pool# 357697		4.50	%	12/01/2019		4,567
	95,612	FNMA, Pool# 803899		5.00	%	12/01/2019		98,773
	16,141	FNMA, Pool# AD0672		4.50	%	01/01/2020		16,536
	10,245	FNMA, Pool# 810457		4.50	%	01/01/2020		10,496
	70,051	FNMA, Pool# 807710		4.50	%	01/01/2020		72,020
	24,930	FNMA, Pool# MA0300		4.50	%	01/01/2020		25,541
	24,673	FNMA, Pool# 808905		5.00	%	01/01/2020		25,280
	33,802	FNMA, Pool# 809861		4.50	%	02/01/2020		34,631
	27,352	FNMA, Pool# MA0323		4.50	%	02/01/2020		28,022
	8,299	FNMA, Pool# 735255		4.50	%	02/01/2020		8,520
	45,150	FNMA, Pool# 798042		5.00	%	02/01/2020		46,554
	98,930	FNMA, Pool# 801577		5.00	%	02/01/2020		101,362
	26,879	FNMA, Pool# MA0408		5.00	%	03/01/2020		27,539
	10,560	FNMA, Pool# MA0419		4.50	%	05/01/2020		10,819
	372,638	FNMA, Pool# 923279		4.50	%	06/01/2020		381,861
	85,237	FNMA, Pool# 255736		5.50	%	06/01/2020		88,438
	58,504	FNMA, Pool# 809099		5.50	%	06/01/2020		60,126
	61,902	FNMA, Pool# 745017		4.50	%	07/01/2020		63,419
	228,330	FNMA, Pool# AC0884		5.00	%	07/01/2020		233,944
	125,313	FNMA, Pool# 828696		5.50	%	07/01/2020		129,698
	15,509	FNMA, Pool# AL0560		4.50	%	08/01/2020		15,889
	30,666	FNMA, Pool# 837220		4.50	%	08/01/2020		31,643
	82,026	FNMA, Pool# MA0517		4.00	%	09/01/2020		84,954
	57,643	FNMA, Pool# 357985		4.50	%	09/01/2020		59,413
	10,254	FNMA, Pool# 745393		4.50	%	09/01/2020		10,505

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

www.brownadvisoryfunds.com

66

Brown Advisory Mortgage Securities Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 109.4% (Continued)
	21,280	FNMA, Pool# 735920		4.50	%	10/01/2020		21,874
	57,062	FNMA, Pool# 255891		5.00	%	10/01/2020		59,261
	14,313	FNMA, Pool# MA0613		4.00	%	11/01/2020		14,824
	87,943	FNMA, Pool# 843510		4.50	%	11/01/2020		90,413
	161,123	FNMA, Pool# 255937		5.00	%	11/01/2020		169,139
	161,561	FNMA, Pool# 898044		4.50	%	12/01/2020		166,266
	105,534	FNMA, Pool# 995158		4.50	%	12/01/2020		108,500
	40,214	FNMA, Pool# 813939		5.00	%	12/01/2020		41,650
	50,953	FNMA, Pool# 837189		5.00	%	12/01/2020		52,664
	26,399	FNMA, Pool# 112132#		6.15	%	12/01/2020		26,350
	92,011	FNMA, Pool# 745285		4.50	%	01/01/2021		94,622
	11,874	FNMA, Pool# MA0660		4.00	%	02/01/2021		12,298
	100,535	FNMA, Pool# 850791		5.00	%	02/01/2021		103,455
	87,716	FNMA, Pool# 889196		4.50	%	03/01/2021		90,174
	37,410	FNMA, Pool# 831360		5.50	%	03/01/2021		39,060
	68,333	FNMA, Pool# 831430		5.50	%	03/01/2021		71,123
	43,319	FNMA, Pool# 256246		6.00	%	05/01/2021		45,091
	57,481	FNMA, Pool# 256277		5.50	%	06/01/2021		60,326
	13,561	FNMA, Pool# MA0805		4.00	%	07/01/2021		14,149
	169,960	FNMA, Pool# 883002		6.00	%	07/01/2021		179,556
	117,766	FNMA, Pool# 253945		6.50	%	08/01/2021		130,304
	184,774	FNMA, Pool# AD0167		5.50	%	09/01/2021		192,943
	68,531	FNMA, Pool# 254000		6.50	%	09/01/2021		75,828
	29,722	FNMA, Pool# 254044		6.50	%	10/01/2021		32,888
	39,094	FNMA, Pool# 889197		4.50	%	11/01/2021		40,217
	188,336	FNMA, Pool# 254085		6.00	%	11/01/2021		211,883
	41,420	FNMA, Pool# 889212		5.00	%	12/01/2021		42,500
	122,881	FNMA, Pool# 254138		6.00	%	12/01/2021		138,244
	65,604	FNMA, Pool# 911870		6.00	%	12/01/2021		69,463
	113,978	FNMA, Pool# 922791		6.50	%	12/01/2021		117,740
	115,680	FNMA, Pool# 254179		6.00	%	01/01/2022		130,143
	28,227	FNMA, Pool# 906152		6.00	%	01/01/2022		29,789
	86,856	FNMA, Pool# 254295		6.00	%	04/01/2022		97,715
	40,932	FNMA, Pool# 888410		6.50	%	04/01/2022		43,283
	86,506	FNMA, Pool# 889143		4.50	%	05/01/2022		88,906
	32,479	FNMA, Pool# 254420		6.00	%	07/01/2022		36,540
	34,780	FNMA, Pool# 907059		6.00	%	08/01/2022		36,785
	183,985	FNMA, Pool# 254440		6.00	%	08/01/2022		206,988
	185,953	FNMA, Pool# 888899		4.50	%	11/01/2022		191,941
	16,246	FNMA, Pool# 888815		4.50	%	11/01/2022		16,809
	44,011	FNMA, Pool# 947936		5.50	%	11/01/2022		46,977
	29,286	FNMA, Pool# 967007		6.00	%	12/01/2022		31,116
	18,068	FNMA, Pool# 196455#		2.70	%	01/01/2023		18,295
	58,086	FNMA, Pool# 965546		5.50	%	01/01/2023		60,622
	41,841	FNMA, Pool# 970382		4.50	%	03/01/2023		43,535
	494,970	FNMA, Pool# 933884		4.50	%	04/01/2023		521,847
	50,276	FNMA, Pool# 962717		5.50	%	04/01/2023		53,780
	23,990	FNMA, Pool# 205601#		2.80	%	05/01/2023		24,128
	223,458	FNMA, Pool# 963625		6.00	%	05/01/2023		235,601
	73,817	FNMA, Pool# 257233		4.50	%	06/01/2023		77,399
	215,765	FNMA, Pool# 987208		5.00	%	07/01/2023		228,557
	102,888	FNMA, Pool# 933992		6.00	%	08/01/2023		109,747
	200,630	FNMA, Pool# 988940		5.50	%	09/01/2023		215,524
	321,407	FNMA, Pool# 889986		6.00	%	11/01/2023		341,707
	502,315	FNMA, Pool# 995460		5.50	%	12/01/2023		533,273
	247,069	FNMA, Pool# MA1937		4.00	%	03/01/2024		256,091

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

www.brownadvisoryfunds.com

67

Brown Advisory Mortgage Securities Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 109.4% (Continued)
	109,094	FNMA, Pool# AL3941		6.00	%	03/01/2024		115,299
	51,187	FNMA, Pool# AA2946		4.50	%	04/01/2024		54,018
	39,666	FNMA, Pool# 934900		5.50	%	07/01/2024		41,974
	167,741	FNMA, Pool# 931724		4.50	%	08/01/2024		178,178
	2,437,431	FNMA, Pool# BC4577		4.50	%	09/01/2024		2,558,538
	170,024	FNMA, Pool# AD0354		4.50	%	10/01/2024		180,885
	56,953	FNMA, Pool# AC4010		4.50	%	10/01/2024		60,017
	48,314	FNMA, Pool# 935764		4.50	%	11/01/2024		51,408
	38,517	FNMA, Pool# AC5129		4.50	%	11/01/2024		40,987
	124,926	FNMA, Pool# AC8537		4.50	%	12/01/2024		132,704
	98,886	FNMA, Pool# AC8868		4.50	%	12/01/2024		104,208
	97,665	FNMA, Pool# AC9692		4.50	%	02/01/2025		102,135
	45,929	FNMA, Pool# AX5299		4.50	%	02/01/2025		48,271
	81,983	FNMA, Pool# AD2872		4.50	%	03/01/2025		86,577
	40,015	FNMA, Pool# AD7155		4.50	%	07/01/2025		42,245
	114,110	FNMA, Pool# AE0284		5.00	%	07/01/2025		121,223
	18,282	FNMA, Pool# 318779#		2.86	%	10/01/2025		18,632
	75,083	FNMA, Pool# 336422#		3.46	%	10/01/2025		75,583
	15,986	FNMA, Pool# 345313#		3.03	%	01/01/2026		16,139
	162,189	FNMA, Pool# 356232		6.50	%	01/01/2026		179,487
	26,192	FNMA, Pool# 373145#		2.87	%	02/01/2026		27,214
	296,406	FNMA, Pool# AE0989		4.50	%	02/01/2026		314,918
	56,700	FNMA, Pool# 406521#		3.15	%	05/01/2026		57,366
	15,921	FNMA, Pool# 393302#		2.67	%	07/01/2026		16,377
	28,985	FNMA, Pool# 341523#		3.52	%	07/01/2026		29,231
	116,660	FNMA, Pool# 890336		4.50	%	08/01/2026		123,366
	81,445	FNMA, Pool# 356329#		3.26	%	01/01/2027		83,461
	47,903	FNMA, Pool# 890611		4.50	%	01/01/2027		50,538
	53,759	FNMA, Pool# AL1953		4.50	%	01/01/2027		56,656
	28,108	FNMA, Pool# 347559#		2.75	%	02/01/2027		28,363
	20,325	FNMA, Pool# 313377#		2.82	%	02/01/2027		20,439
	54,666	FNMA, Pool# 363850#		2.90	%	04/01/2027		56,195
	39,559	FNMA, Pool# 374711#		3.11	%	07/01/2027		39,825
	26,657	FNMA, Pool# 428177#		2.90	%	10/01/2027		27,219
	59,446	FNMA, Pool# 406380#		2.88	%	11/01/2027		60,478
	25,596	FNMA, Pool# 403245#		2.63	%	12/01/2027		26,298
	13,600	FNMA, Pool# 323083#		2.81	%	12/01/2027		13,871
	19,852	FNMA, Pool# 422279#		2.91	%	12/01/2027		20,406
	21,245	FNMA, Pool# 423294#		3.04	%	01/01/2028		22,044
	23,804	FNMA, Pool# 534740#		3.06	%	03/01/2028		24,186
	30,454	FNMA, Pool# 593950#		3.27	%	05/01/2028		30,890
	10,943	FNMA, Pool# 539082		7.00	%	08/01/2028		11,018
	11,527	FNMA, Pool# 457274#		2.92	%	10/01/2028		11,567
	39,656	FNMA, Pool# 576596#		3.15	%	12/01/2028		41,160
	38,387	FNMA, Pool# 532580#		2.85	%	02/01/2029		38,914
	26,314	FNMA, Pool# 508399#		2.67	%	06/01/2029		26,876
	967,257	FNMA, Pool# 957502		3.98	%	07/01/2029		1,022,216
	56,978	FNMA, Pool# 520478#		2.60	%	11/01/2029		57,682
	13,132	FNMA, Pool# 524669#		2.60	%	11/01/2029		13,233
	12,226	FNMA, Pool# 556998#		2.83	%	02/01/2030		12,507
	17,481	FNMA, Pool# 608435#		2.97	%	06/01/2030		17,888
	12,938	FNMA, Pool# 582342#		2.97	%	08/01/2030		13,375
	48,015	FNMA, Pool# 559439#		2.90	%	09/01/2030		49,001
	19,345	FNMA, Pool# 594243#		3.06	%	12/01/2030		19,718
	63,280	FNMA, Pool# 573097#		2.71	%	02/01/2031		63,891
	21,737	FNMA, Pool# 503648#		3.15	%	02/01/2031		21,826

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

www.brownadvisoryfunds.com

68

Brown Advisory Mortgage Securities Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 109.4% (Continued)
	19,613	FNMA, Pool# 581028#		3.13	%	05/01/2031		19,942
	47,151	FNMA, Pool# 590852#		2.61	%	07/01/2031		47,581
	17,560	FNMA, Pool# 594916#		2.78	%	07/01/2031		17,821
	74,101	FNMA, Pool# 656181#		2.91	%	08/01/2031		76,877
	28,211	FNMA, Pool# 602954#		2.92	%	08/01/2031		28,427
	46,673	FNMA, Pool# 723313#		3.17	%	09/01/2031		46,957
	39,999	FNMA, Pool# 598961#		2.90	%	10/01/2031		40,741
	21,465	FNMA, Pool# 618180#		3.00	%	01/01/2032		21,860
	7,678	FNMA, Pool# 625536		6.00	%	01/01/2032		8,638
	57,875	FNMA, Pool# 642122#		3.15	%	03/01/2032		60,364
	36,436	FNMA, Pool# 628837		6.50	%	03/01/2032		40,608
	48,222	FNMA, Pool# 640225#		3.15	%	04/01/2032		50,467
	25,284	FNMA, Pool# 629132#		2.97	%	05/01/2032		25,579
	11,322	FNMA, Pool# 642367#		3.27	%	05/01/2032		11,354
	39,807	FNMA, Pool# 651149#		2.03	%	07/01/2032		40,338
	38,232	FNMA, Pool# 652339#		2.75	%	09/01/2032		38,671
	48,438	FNMA, Pool# 662138#		2.93	%	09/01/2032		49,348
	18,204	FNMA, Pool# 675591#		2.62	%	11/01/2032		18,653
	63,050	FNMA, Pool# 668309#		2.64	%	11/01/2032		63,412
	28,130	FNMA, Pool# 665551#		2.75	%	11/01/2032		28,274
	59,873	FNMA, Pool# 675634#		2.50	%	12/01/2032		61,083
	21,833	FNMA, Pool# 675633#		2.60	%	12/01/2032		22,881
	25,736	FNMA, Pool# 713329#		2.93	%	12/01/2032		26,199
	18,844	FNMA, Pool# 669939#		2.25	%	01/01/2033		19,448
	33,264	FNMA, Pool# 677531#		2.83	%	01/01/2033		34,364
	18,646	FNMA, Pool# 658901#		2.92	%	01/01/2033		19,610
	22,692	FNMA, Pool# 688559#		2.64	%	03/01/2033		23,153
	26,324	FNMA, Pool# 688561#		2.88	%	03/01/2033		26,276
	63,724	FNMA, Pool# 696546#		3.63	%	03/01/2033		64,060
	98,571	FNMA, Pool# 696219#		2.76	%	04/01/2033		101,000
	15,783	FNMA, Pool# 711968#		3.03	%	05/01/2033		16,505
	121,990	FNMA, Pool# 702901		6.00	%	05/01/2033		140,664
	39,770	FNMA, Pool# 732275#		2.75	%	06/01/2033		40,816
	74,328	FNMA, Pool# 721381#		3.25	%	06/01/2033		75,208
	44,815	FNMA, Pool# 555819#		2.90	%	07/01/2033		46,473
	35,876	FNMA, Pool# 732001#		2.66	%	09/01/2033		37,538
	16,289	FNMA, Pool# 748084#		2.72	%	09/01/2033		17,093
	31,914	FNMA, Pool# 748643#		2.90	%	09/01/2033		33,091
	19,331	FNMA, Pool# 705689#		2.78	%	10/01/2033		19,791
	11,334	FNMA, Pool# 753488#		2.40	%	11/01/2033		11,567
	19,731	FNMA, Pool# 725090#		2.79	%	11/01/2033		20,403
	81,058	FNMA, Pool# 751498#		2.84	%	11/01/2033		85,954
	52,736	FNMA, Pool# 744805#		2.89	%	11/01/2033		53,614
	36,747	FNMA, Pool# 725008#		2.78	%	12/01/2033		38,328
	32,647	FNMA, Pool# 741373#		2.78	%	12/01/2033		33,866
	32,881	FNMA, Pool# 754767		6.50	%	12/01/2033		36,375
	12,021	FNMA, Pool# 725093#		2.78	%	01/01/2034		12,466
	12,103	FNMA, Pool# 762267#		2.35	%	02/01/2034		12,395
	78,286	FNMA, Pool# 764342#		2.90	%	02/01/2034		80,961
	18,199	FNMA, Pool# 788972#		2.82	%	04/01/2034		18,604
	191,422	FNMA, Pool# 774969#		2.95	%	04/01/2034		199,802
	27,366	FNMA, Pool# 779077#		3.36	%	06/01/2034		29,077
	138,555	FNMA, Pool# 783554#		2.71	%	07/01/2034		141,657
	68,776	FNMA, Pool# 789060#		3.10	%	07/01/2034		72,599
	12,658	FNMA, Pool# 725803#		3.12	%	08/01/2034		13,280
	13,301	FNMA, Pool# 784118#		3.30	%	09/01/2034		13,763

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

www.brownadvisoryfunds.com

69

Brown Advisory Mortgage Securities Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 109.4% (Continued)
	12,947	FNMA, Pool# 796884#		2.56	%	10/01/2034		13,205
	28,923	FNMA, Pool# 797313#		2.52	%	11/01/2034		30,406
	29,371	FNMA, Pool# 796283		5.50	%	12/01/2034		32,874
	10,735	FNMA, Pool# 809345#		3.14	%	02/01/2035		10,832
	66,360	FNMA, Pool# 819649#		3.23	%	03/01/2035		69,969
	37,532	FNMA, Pool# 822036#		3.16	%	07/01/2035		38,814
	55,493	FNMA, Pool# 830970#		3.13	%	08/01/2035		58,615
	178,337	FNMA, Pool# 837329#		2.63	%	09/01/2035		187,713
	10,205	FNMA, Pool# 843021#		2.90	%	09/01/2035		10,656
	84,139	FNMA, Pool# 836335#		2.73	%	10/01/2035		84,285
	117,705	FNMA, Pool# 836715#		3.18	%	10/01/2035		118,109
	240,338	FNMA, Pool# 842006		4.25	%	10/01/2035		255,309
	113,275	FNMA, Pool# 922680#		3.54	%	11/01/2035		120,453
	17,877	FNMA, Pool# 863741#		2.67	%	12/01/2035		18,817
	302,725	FNMA, Pool# 850232		4.25	%	12/01/2035		321,666
	44,676	FNMA, Pool# 849273#		2.87	%	01/01/2036		46,582
	12,492	FNMA, Pool# 848817		5.00	%	01/01/2036		13,711
	12,349	FNMA, Pool# 880366#		2.79	%	02/01/2036		12,839
	17,728	FNMA, Pool# 866923#		3.01	%	02/01/2036		18,725
	14,538	FNMA, Pool# 880373#		3.11	%	02/01/2036		15,272
	48,797	FNMA, Pool# 865849#		3.22	%	03/01/2036		50,501
	94,094	FNMA, Pool# 877009#		4.05	%	03/01/2036		99,636
	119,380	FNMA, Pool# 868568#		3.54	%	04/01/2036		126,804
	71,214	FNMA, Pool# 745626#		2.88	%	05/01/2036		74,981
	83,476	FNMA, Pool# 882017#		2.93	%	05/01/2036		86,755
	53,605	FNMA, Pool# 872895#		3.51	%	06/01/2036		56,202
	54,901	FNMA, Pool# 886163#		3.25	%	07/01/2036		58,232
	16,749	FNMA, Pool# 886344#		3.46	%	07/01/2036		17,668
	12,822	FNMA, Pool# 345858#		2.82	%	08/01/2036		13,222
	14,896	FNMA, Pool# 886530#		3.03	%	08/01/2036		15,838
	11,159	FNMA, Pool# 745762#		3.05	%	08/01/2036		11,636
	159,401	FNMA, Pool# AD0766		7.00	%	08/01/2036		188,603
	35,208	FNMA, Pool# 745925#		3.01	%	09/01/2036		37,328
	17,936	FNMA, Pool# 900190#		3.42	%	09/01/2036		18,058
	245,947	FNMA, Pool# 745818		6.50	%	09/01/2036		276,070
	223,959	FNMA, Pool# 894270#		2.95	%	10/01/2036		224,522
	54,848	FNMA, Pool# 905193#		3.49	%	11/01/2036		56,384
	90,326	FNMA, Pool# 902770		5.38	%	11/01/2036		99,624
	31,593	FNMA, Pool# 870904#		2.75	%	12/01/2036		31,625
	36,560	FNMA, Pool# 905857#		3.23	%	12/01/2036		38,795
	96,051	FNMA, Pool# 906289		5.38	%	12/01/2036		105,886
	26,360	FNMA, Pool# 920954#		2.79	%	01/01/2037		27,355
	31,696	FNMA, Pool# 906184#		2.96	%	01/01/2037		31,916
	139,426	FNMA, Pool# 940309#		3.00	%	01/01/2037		142,614
	10,292	FNMA, Pool# 909469#		3.39	%	02/01/2037		10,831
	27,811	FNMA, Pool# 909576#		3.50	%	02/01/2037		28,469
	31,092	FNMA, Pool# 912243#		3.53	%	02/01/2037		31,216
	20,018	FNMA, Pool# 881326#		2.99	%	03/01/2037		21,082
	17,358	FNMA, Pool# 913253#		3.00	%	03/01/2037		18,078
	85,247	FNMA, Pool# 910181#		3.45	%	03/01/2037		89,294
	10,515	FNMA, Pool# 888583#		3.61	%	03/01/2037		10,923
	86,387	FNMA, Pool# 888445#		3.29	%	04/01/2037		92,597
	183,103	FNMA, Pool#888366		7.00	%	04/01/2037		213,809
	76,003	FNMA, Pool# 995521#		3.61	%	05/01/2037		79,779
	117,809	FNMA, Pool# 950382#		2.43	%	08/01/2037		121,492
	66,864	FNMA, Pool# 953988		5.38	%	08/01/2037		69,285

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

www.brownadvisoryfunds.com

70

Brown Advisory Mortgage Securities Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 109.4% (Continued)
	173,214	FNMA, Pool# 941050#		5.92	%	08/01/2037		172,973
	67,425	FNMA, Pool# 946403#		3.32	%	09/01/2037		67,482
	87,743	FNMA, Pool# 952835#		4.66	%	09/01/2037		91,315
	326,949	FNMA, Pool# 955233		6.50	%	12/01/2037		379,146
	225,422	FNMA, Pool# 962656#		2.92	%	04/01/2038		233,245
	53,314	FNMA, Pool# 982237#		3.67	%	05/01/2038		56,909
	227,472	FNMA, Pool# 988684		6.00	%	09/01/2038		257,408
	227,328	FNMA, Pool# 930507		6.50	%	02/01/2039		264,098
	4,299,957	FNMA, Pool# AS2249		4.00	%	04/01/2039		4,544,041
	10,111	FNMA, Pool# AC4824#		3.09	%	10/01/2039		10,661
	16,913	FNMA, Pool# AI1170		5.00	%	04/01/2041		18,509
	448,519	FNMA, Pool# MA1065		4.00	%	05/01/2042		473,404
	13,405	FNMA, Pool# AR1150		3.00	%	01/01/2043		13,466
	2,924,766	FNMA, Pool# AR6379		3.00	%	02/01/2043		2,942,607
	1,305,778	FNMA, Pool# AB8711		3.00	%	03/01/2043		1,315,504
	1,028,560	FNMA, Pool# BC1738		4.50	%	09/01/2043		1,109,164
	2,041,393	FNMA, Pool# AU6230		5.00	%	09/01/2043		2,234,231
	799,405	FNMA, Pool# AS1429		4.00	%	12/01/2043		842,929
	627,306	FNMA, Pool# AV7739		4.00	%	01/01/2044		667,478
	2,598,995	FNMA, Pool# BC1737		4.00	%	01/01/2044		2,746,213
	977,405	FNMA, Pool# AW6485		4.00	%	06/01/2044		1,030,747
	1,312,390	FNMA, Pool# AS2985		4.00	%	08/01/2044		1,390,235
	989,798	FNMA, Pool# AY0382		4.00	%	11/01/2044		1,032,763
	203,707	FNMA, Pool# AY1007		4.00	%	02/01/2045		214,337
	1,466,315	FNMA, Pool# AY0677		3.50	%	03/01/2045		1,514,668
	1,039,152	FNMA, Pool# AW9534		4.00	%	03/01/2045		1,098,415
	1,703,607	FNMA, Pool# AZ2000		3.50	%	05/01/2045		1,759,818
	962,685	FNMA, Pool# AZ4154		4.00	%	06/01/2045		1,019,849
	3,443,351	FNMA, Pool# AZ7828		4.00	%	08/01/2045		3,623,037
	444,528	FNMA, Pool# AZ8061		4.00	%	08/01/2045		467,725
	2,364,347	FNMA, Pool# AZ8218		4.00	%	08/01/2045		2,487,726
	1,719,050	FNMA, Pool# AZ7073		4.00	%	09/01/2045		1,813,024
	238,791	FNMA, Pool# AZ1494		4.00	%	09/01/2045		252,011
	307,259	FNMA, Pool# BA2936		4.00	%	10/01/2045		324,019
	1,734,287	FNMA, Pool# BA3674		4.50	%	10/01/2045		1,869,904
	2,569,242	FNMA, Pool# AZ7081		3.50	%	11/01/2045		2,654,401
	551,137	FNMA, Pool# BA5579		3.50	%	12/01/2045		566,576
	1,309,118	FNMA, Pool# BA5469		3.50	%	12/01/2045		1,351,425
	1,390,225	FNMA, Pool# BA5582		3.50	%	12/01/2045		1,429,167
	1,425,481	FNMA, Pool# BA5584		3.50	%	01/01/2046		1,472,814
	1,698,780	FNMA, Pool# BA5583		3.50	%	01/01/2046		1,757,337
	1,581,780	FNMA, Pool# BA5587		4.00	%	01/01/2046		1,675,744
	2,785,528	FNMA, Pool# BC1230		3.50	%	02/01/2046		2,869,148
	1,188,359	FNMA, Pool# BC1231		4.00	%	02/01/2046		1,258,955
	1,074,211	FNMA, Pool# BC6366		4.50	%	02/01/2046		1,155,021
	4,768,804	FNMA, Pool# AL8256		3.00	%	03/01/2046		4,810,096
	2,380,205	FNMA, Pool# BC1236		3.50	%	03/01/2046		2,446,879
	676,642	FNMA, Pool# BC3387		3.50	%	03/01/2046		695,793
	1,069,376	FNMA, Pool# BC1240		3.50	%	04/01/2046		1,103,937
	2,291,773	FNMA, Pool# BC1241		3.50	%	04/01/2046		2,355,969
	1,159,304	FNMA, Pool# BC9463		4.00	%	05/01/2046		1,222,735
	1,104,550	FNMA, Pool# BD1241		4.50	%	05/01/2046		1,194,315
	1,503,383	FNMA, Pool# BD1026		4.00	%	06/01/2046		1,581,834
	1,028,897	FNMA, Pool# BD2775		4.00	%	07/01/2046		1,087,528
	1,690,972	FNMA, Pool# BD5189		4.50	%	07/01/2046		1,829,331
	1,076,010	FNMA, Pool# BD7779		4.00	%	08/01/2046		1,140,948

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

www.brownadvisoryfunds.com

71

Brown Advisory Mortgage Securities Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 109.4% (Continued)
	1,161,224	FNMA, Pool# BD3965		3.50	%	09/01/2046		1,196,123
	1,436,168	FNMA, Pool# BE0297		3.50	%	09/01/2046		1,480,708
	1,501,324	FNMA, Pool# BE0909		4.50	%	10/01/2046		1,642,878
	1,133,607	FNMA, Pool# BD8599		4.50	%	11/01/2046		1,240,488
	1,815,638	FNMA, Pool# BE4515		4.50	%	12/01/2046		1,948,598
	1,381,441	FNMA, Pool# BE8112		4.00	%	02/01/2047		1,453,529
	3,068,469	FNMA, Pool# BE7470		4.00	%	02/01/2047		3,228,591
	1,191,874	FNMA, Pool# BE8875		4.00	%	03/01/2047		1,254,070
	2,779,981	FNMA, Pool# BE2368		4.50	%	03/01/2047		2,984,433
	1,521,534	FNMA, Pool# BD3994		4.00	%	04/01/2047		1,601,473
	1,633,830	FNMA, Pool# BH1407		4.00	%	04/01/2047		1,723,438
	1,105,339	FNMA, Pool# BH0073		4.00	%	04/01/2047		1,165,963
	1,157,826	FNMA, Pool# BD3998		4.00	%	05/01/2047		1,221,335
	1,556,810	FNMA, Pool# BH3057		4.00	%	05/01/2047		1,642,193
	1,080,412	FNMA, Pool# BD3999		4.50	%	05/01/2047		1,159,544
	1,169,083	FNMA, Pool# BD4003		4.00	%	06/01/2047		1,236,094
	1,851,030	FNMA, Pool# BD4004		4.00	%	06/01/2047		1,948,282
	3,751,430	FNMA, Pool# BH4618		4.00	%	06/01/2047		3,957,176
	66,238	FNMA REMIC Trust, Series 2003-122		4.00	%	12/25/2018		66,874
	49	FNMA REMIC Trust, Series 1990-105		6.50	%	09/25/2020		51
	113,578	FNMA REMIC Trust, Series 1990-116		9.00	%	10/25/2020		122,766
	84,300	FNMA REMIC Trust, Series 1991-136		7.50	%	10/25/2021		91,536
	6,079	FNMA REMIC Trust, Series 2012-1		1.75	%	12/25/2021		6,079
	197,420	FNMA REMIC Trust, Series 1996-23		6.50	%	07/25/2026		218,316
	1,500,000	FNMA REMIC Trust, Series 2017-T1		2.90	%	06/25/2027		1,493,103
	3,446,291	FNMA REMIC Trust, Series 2012-139~		2.50	%	12/25/2027		300,873
	243,868	FNMA REMIC Trust, Series 2013-15~		3.00	%	03/25/2028		23,203
	166,381	FNMA REMIC Trust, Series 2009-60		5.00	%	08/25/2029		181,229
	3,392,613	FNMA REMIC Trust, Series 2013-115~		3.00	%	04/25/2031		428,165
	10,024,894	FNMA REMIC Trust, Series 2014-14~		3.00	%	04/25/2031		775,980
	437,021	FNMA REMIC Trust, Series 2001-80		6.00	%	01/25/2032		476,466
	7,917,362	FNMA REMIC Trust, Series 2013-104~		3.00	%	08/25/2032		662,911
	534,018	FNMA REMIC Trust, Series 2010-39		4.50	%	03/25/2036		534,857
	135,282	FNMA REMIC Trust, Series 2012-30		3.00	%	08/25/2036		137,548
	121,355	FNMA REMIC Trust, Series 2009-103#		3.32	%	12/25/2039		129,459
	349,503	FNMA REMIC Trust, Series 2012-10#		1.77	%	02/25/2042		350,297
	1,720,749	FNMA REMIC Trust, Series 2013-34~		3.00	%	05/25/2042		261,986
	1,397,865	FNMA REMIC Trust, Series 2012-99~		4.50	%	05/25/2042		232,015
	14,515	FNMA REMIC Trust, Series 2003-W10		4.30	%	06/25/2043		15,325
	4,919	FNMA REMIC Trust, Series 2003-W12		4.48	%	06/25/2043		5,199
	29,512	FNMA REMIC Trust, Series 2003-W12		4.55	%	06/25/2043		31,723
	16,365	FNMA REMIC Trust, Series 2003-W12		4.68	%	06/25/2043		17,411
	19,093	FNMA REMIC Trust, Series 2003-W12		5.00	%	06/25/2043		20,472
	1,360,030	FNMA REMIC Trust, Series 2015-40~		4.50	%	03/25/2045		300,607
	14,500,000	FNMA, 2.5%, Due TBA July		2.50	%	07/15/2032		14,576,465
	11,000,000	FNMA, 3.0%, Due TBA July		3.00	%	07/15/2032		11,290,468
	11,500,000	FNMA, 3.0%, Due TBA July		3.00	%	07/15/2047		11,485,394
	3,150,000	FREMF Mortgage Trust, Series 2017-K725#^		4.01	%	02/25/2024		3,149,504
	1,400,000	FREMF Mortgage Trust, Series 2016-K723#^		3.70	%	10/25/2039		1,383,210
	750,000	FREMF Mortgage Trust, Series 2017-K726#^		3.97	%	07/25/2049		755,706
	1,000,000	FREMF Mortgage Trust, Series 2017-K724#^		3.60	%	12/25/2049		983,091
	41,059	GNMA, Pool# 003577M		5.50	%	07/20/2019		41,958
	25,033	GNMA, Pool# 003644M		4.00	%	09/20/2019		25,799
	43,235	GNMA, Pool# MA3644M		5.50	%	04/20/2022		43,611
	182,233	GNMA, Pool# 782602X		5.00	%	09/15/2022		190,713
	47,661	GNMA, Pool# 672304X		6.00	%	10/15/2022		49,919

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

www.brownadvisoryfunds.com

72

Brown Advisory Mortgage Securities Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Mortgage Backed Securities — 109.4% (Continued)
	6,718	GNMA, Pool# 780576X		7.00	%	12/15/2022		7,387
	82,870	GNMA, Pool# 672701X		4.00	%	05/15/2023		86,013
	206,159	GNMA, Pool# 615782X		5.00	%	09/15/2023		224,585
	72,620	GNMA, Pool# 782396X		6.00	%	09/15/2023		78,907
	62,539	GNMA, Pool# 004295M		6.00	%	10/20/2023		64,745
	30,520	GNMA, Pool# 710732X		4.50	%	08/15/2024		32,295
	29,653	GNMA, Pool# 723460X		4.00	%	12/15/2024		31,098
	204,322	GNMA, Pool# 643800X		6.00	%	06/15/2025		231,047
	390,143	GNMA, Pool# 005247M		3.50	%	11/20/2026		398,009
	11,338	GNMA, Pool# 487110		6.50	%	04/15/2029		13,133
	567,879	GNMA, Pool# 589694X		4.50	%	08/15/2029		614,132
	4,920	GNMA, Pool# 571166		7.00	%	08/15/2031		5,051
	1,861,939	GNMA, Pool# 752099X		3.50	%	12/15/2032		1,952,842
	2,208,821	GNMA, Pool# 711773C		3.50	%	06/20/2033		2,289,918
	1,311,035	GNMA, Pool# 711788C		3.50	%	07/20/2033		1,359,377
	9,154	GNMA, Pool# 646058X		6.00	%	11/15/2037		10,325
	460,761	GNMA, Pool# 767055X		3.00	%	05/15/2038		469,442
	573,708	GNMA, Pool# 763853X		3.00	%	07/15/2038		584,509
	103,337	GNMA, Pool# 706295C		5.10	%	12/20/2038		111,346
	107,693	GNMA, Pool# 706155C		5.10	%	03/20/2039		116,027
	9,466	GNMA REMIC Trust, Series 2012-03 AK		3.00	%	01/16/2027		9,735
	1,133,992	GNMA REMIC Trust, Series 2013-168 IA~		2.50	%	11/16/2028		95,317
	611	GNMA REMIC Trust, Series 2003-97 MA		4.50	%	03/20/2033		627
	162,723	GNMA REMIC Trust, Series 2003-94 AB		4.00	%	04/16/2033		172,550
	219,591	GNMA REMIC Trust, Series 2006-40 B		6.00	%	08/20/2036		245,706
	1,069,139	GNMA REMIC Trust, Series 2012-52 WA#		6.15	%	04/20/2038		1,228,559
	682,000	GNMA REMIC Trust, Series 2011-156 PM		2.00	%	04/20/2040		567,651
	831,612	GNMA REMIC Trust, Series 2012-97 GB		2.00	%	08/16/2042		717,786
	592,517	GNMA REMIC Trust, Series 2011-121 FA#		1.57	%	03/16/2043		587,521
	725,000	GNMA REMIC Trust, Series 2012-44 B		2.95	%	08/16/2043		729,777
	4,842,253	GNMA REMIC Trust, Series 2014-135 IO#~		0.84	%	01/16/2056		255,500
	5,064,034	GNMA REMIC Trust, Series 2015-172 IO#~		0.94	%	03/16/2057		330,235
	6,913,339	GNMA REMIC Trust, Series 2016-40 IO#~		0.81	%	07/16/2057		431,417
	5,516,872	GNMA REMIC Trust, Series 2016-56 IO#~		1.00	%	11/16/2057		420,135
	6,371,870	GNMA REMIC Trust, Series 2016-127 IO#~		0.96	%	05/16/2058		493,169
	6,179,077	GNMA REMIC Trust, Series 2016-98 IO#~		0.98	%	05/16/2058		461,900
	5,815,841	GNMA REMIC Trust, Series 2016-110 IO#~		1.05	%	05/16/2058		450,561
	23,000,000	GNMA, 3.0%, Due TBA July		3.00	%	07/15/2047		23,233,593
	28,000,000	GNMA, 3.5%, Due TBA July		3.50	%	07/15/2047		29,004,061
	470,000	GSMS, Series 2013-GC10		2.61	%	02/12/2046		474,098
	847,000	GSMS, Series 2017-GS6 AS		3.64	%	05/12/2050		869,218
	1,100,000	JPMCC, Series 2016-ASH A#^		2.66	%	10/15/2034		1,105,500
	1,000,000	MSBAM, Series 2015-C26 A3		3.21	%	10/19/2048		1,016,285
	1,100,000	MSC, Series 2017-PRME B#^		2.51	%	02/15/2034		1,105,150
	1,050,000	WFCM, Series 2016-BNK1 A3		2.65	%	08/17/2049		1,014,425
	1,300,000	WFCM, Series 2017-RB1 AS		3.76	%	03/17/2050		1,355,203
Total Mortgage Backed Securities (Cost $377,594,152)								375,609,784
Asset Backed Securities — 18.8%
	1,273,642	Aircraft Certificate Owner Trust, Series 2003-A E^		7.00	%	09/20/2022		1,367,574
	900,000	American Credit Acceptance Receivables Trust, Series 2017-2 B^		2.46	%	04/12/2021		899,961
	338,000	American Credit Acceptance Receivables Trust, Series 2015-1 C^		4.29	%	04/12/2021		343,391
	650,000	American Credit Acceptance Receivables Trust, Series 2014-1 D^		5.20	%	04/12/2021		650,599
	377,415	AmeriCredit Automobile Receivables Trust, Series 2016-1 A-2-A		1.52	%	06/10/2019		377,446
	538,137	AmeriCredit Automobile Receivables Trust, Series 2013-4 C		2.72	%	09/09/2019		539,403
	1,551,685	Bayview Opportunity Master Fund IVb Trust, Series 2017-CRT1 M#^		3.37	%	10/25/2028		1,556,680
	1,297,052	Bayview Opportunity Master Fund IVb Trust, Series 2017-NPL1 A1#^		3.60	%	01/28/2032		1,297,597

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

www.brownadvisoryfunds.com

73

Brown Advisory Mortgage Securities Fund

Schedule of Investments

June 30, 2017

Par Value		Security Description	Rate			Maturity	Value $
Asset Backed Securities — 18.8% (Continued)
	613,795	BRE Grand Islander Timeshare Issuer LLC, Series A^		2.94	%	05/25/2029		616,081
	1,500,000	Capital Auto Receivables Asset Trust, Series 2014-3 B^		2.35	%	07/22/2019		1,505,705
	3,000,000	Carlyle Global Market Strategies CLO, Ltd., Series 2014-1A BR#^		2.96	%	04/17/2025		3,004,792
	835,497	Continental Airlines Trust, Series 1999-1 A		6.55	%	08/02/2020		873,094
	679,286	Continental Airlines Trust, Series 2000-1 A-1		8.05	%	05/01/2022		754,008
	538,999	CPS Auto Receivables Trust, Series 2016-D A^		1.50	%	06/15/2020		538,020
	635,000	CPS Auto Receivables Trust, Series 2017-B^		2.33	%	05/17/2021		635,528
	1,100,000	CPS Auto Receivables Trust, Series 2017-A B^		2.68	%	05/17/2021		1,107,354
	1,500,000	Dell Equipment Finance Trust, Series 2015-2 B^		2.21	%	09/22/2020		1,503,627
	895,000	Drive Auto Receivables Trust, Series 2017-BA B^		2.20	%	05/15/2020		896,482
	663,000	Drive Auto Receivables Trust, Series 2016-AA C^		3.91	%	05/17/2021		673,370
	600,000	Drive Auto Receivables Trust, Series 2017-1 C		2.84	%	04/15/2022		599,832
	230,000	Dryden Senior Loan Fund, Series 2015-37A A#^		2.66	%	04/15/2027		230,453
	758,090	DT Auto Owner Trust, Series 2016-1A B^		2.79	%	05/15/2020		759,780
	174,259	Exeter Automobile Receivables Trust, Series 2015-2A A^		1.54	%	11/15/2019		174,196
	793,751	Exeter Automobile Receivables Trust, Series 2016-3A A^		1.84	%	11/16/2020		792,042
	172,383	Federal Express Corp., Series 1998-1		6.72	%	07/15/2023		189,078
	1,500,000	Finn Square CLO, Ltd., Series 2012-1A C#^		4.90	%	12/24/2023		1,500,418
	269,001	Flagship Credit Auto Trust, Series 2013-2 B^		3.21	%	08/15/2019		269,314
	2,400,000	Flagship Credit Auto Trust, Series 2014-2 B^		2.84	%	11/16/2020		2,415,909
	1,750,000	Highbridge Loan Management, Ltd., Series 4A-2014 B#^		4.17	%	07/28/2025		1,751,731
	3,000,000	Highbridge Loan Management, Ltd., Series 6A-2015 C#^		4.24	%	05/05/2027		3,001,814
	175,865	Hilton Grand Vacations Trust, Series 2013-A A^		2.28	%	01/25/2026		175,383
	343,446	Hilton Grand Vacations Trust, Series 2014-AA A^		1.77	%	11/25/2026		338,214
	908,548	Hilton Grand Vacations Trust, Series 2017-AA A^		2.66	%	12/26/2028		909,586
	750,000	Magnetite IX, Ltd.#^		4.35	%	07/25/2026		750,044
	226,843	MMAF Equipment Finance LLC, Series 2015-AA A3^		1.39	%	10/16/2019		226,615
	57,467	MMAF Equipment Finance LLC, Series 2013-AA A4^		1.68	%	05/11/2020		57,500
	503,611	MVW Owner Trust, Series 2013-1A A^		2.15	%	04/22/2030		502,178
	171,616	MVW Owner Trust, Series 2014-1A A^		2.25	%	09/22/2031		170,544
	973,532	MVW Owner Trust, Series 2015-1A A^		2.52	%	12/20/2032		969,336
	667,722	MVW Owner Trust, Series 2016-1A A^		2.25	%	12/20/2033		660,108
	729,160	Orange Lake Timeshare Trust, Series 2016-A A^		2.61	%	03/08/2029		728,687
	513,656	OSCAR U.S. Funding Trust IV, Series 2016-1A A2B#^		2.69	%	07/15/2020		516,722
	275,077	OSCAR U.S. Funding Trust V, Series 2016-2A A2B#^		2.39	%	11/15/2019		276,386
	419,900	OSCAR U.S. Funding Trust VI LLC, Series 2017-1A A1^		1.18	%	04/10/2018		419,562
	810,000	OSCAR U.S. Funding Trust VI LLC, Series 2017-1A A2B#^		1.92	%	05/11/2020		810,437
	177,681	Prestige Auto Receivables Trust, Series 2016-1A A2^		1.78	%	04/15/2019		177,792
	2,200,000	Prestige Auto Receivables Trust, Series 2014-1A B^		1.91	%	04/15/2020		2,202,130
	760,000	Prestige Auto Receivables Trust, Series 2016-1A A3^		1.99	%	06/15/2020		762,161
	254,000	Prestige Auto Receivables Trust, Series 2016-1A B^		2.98	%	11/16/2020		256,969
	285,000	Prestige Auto Receivables Trust, Series 2015-1 B^		2.04	%	04/15/2021		285,468
	2,000,000	Regatta III Funding, Ltd.#^		2.80	%	04/15/2026		2,000,000
	1,200,000	Santander Drive Auto Receivables Trust, Series 2017-2 C		2.79	%	08/15/2022		1,199,347
	70,312	Sierra Timeshare Receivables Funding LLC, Series 2014-1A A^		2.07	%	03/20/2030		70,234
	770,670	Sierra Timeshare Receivables Funding LLC, Series 2014-3A A^		2.30	%	10/20/2031		770,784
	491,933	Sierra Timeshare Receivables Funding LLC, Series 2015-1A A^		2.40	%	03/20/2032		492,316
	841,706	Sierra Timeshare Receivables Funding LLC, Series 2015-2A A^		2.43	%	06/20/2032		841,033
	715,618	Sierra Timeshare Receivables Funding LLC, Series 2015-3A A^		2.58	%	09/20/2032		717,961
	640,117	Sierra Timeshare Receivables Funding LLC, Series 2016-2A A^		2.33	%	07/20/2033		640,008
	975,936	Sierra Timeshare Receivables Funding LLC, Series 2016-3A A^		2.43	%	10/20/2033		968,655
	979,013	Sierra Timeshare Receivables Funding LLC, Series 2017-1A A^		2.91	%	03/20/2034		988,328
	118,952	TCF Auto Receivables Owner Trust, Series 2016-1A A2^		1.39	%	11/15/2019		118,840
	1,052,350	TCF Auto Receivables Owner Trust, Series 2016-PT1A A^		1.93	%	06/15/2022		1,051,727
	367,553	US Airways Pass Through Trust, Series 1999-1A		8.36	%	07/20/2020		371,228
	1,016,381	VOLT LI LLC, Series 2016-NPL11 A1#^		3.50	%	10/25/2046		1,019,775

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

www.brownadvisoryfunds.com

74

Brown Advisory Mortgage Securities Fund

Schedule of Investments

June 30, 2017

	Par
	Value/Shares		Security Description	Rate			Maturity	Value $
Asset Backed Securities — 18.8% (Continued)
		749,213	VOLT LIV LLC, Series 2017-NPL1 A1#^		3.50	%	02/25/2047		751,579
		777,776	VOLT LIX LLC, Series 2017-NPL6 A1#^		3.25	%	05/28/2047		780,675
		655,157	VOLT LV LLC, Series 2017-NPL2 A1#^		3.50	%	03/25/2047		657,877
		917,113	VOLT LVI LLC, Series 2017-NPL3 A1#^		3.50	%	03/25/2047		922,307
		564,614	VOLT LVII LLC, Series 2017-NPL4 A1#^		3.38	%	04/25/2047		565,603
		773,583	VOLT LVIII LLC, Series 2017-NPL5 A1#^		3.38	%	05/28/2047		775,227
		500,000	VOLT LXI LLC, Series 2017-NPL8 A1#^		3.13	%	06/25/2047		500,450
		603,599	VOLT XXXIII LLC, Series 2015-NPL5 A1#^		3.50	%	03/25/2055		607,318
		618,536	VOLT XXXVIII LLC, Series 2015-NPL12 A1#^		3.88	%	09/25/2045		622,700
		480,000	Volvo Financial Equipment LLC, Series 2014-1A C#^		1.94	%	11/15/2021		480,458
		874,202	VSE VOI Mortgage LLC, Series 2016-A A^		2.54	%	07/20/2033		871,872
		126,352	Welk Resorts LLC, Series 2015-AA A^		2.79	%	06/15/2031		126,065
		416,000	Westlake Automobile Receivables Trust, Series 2016-2A B^		2.30	%	11/15/2019		416,734
		666,022	Westlake Automobile Receivables Trust, Series 2015-1A C^		2.29	%	11/16/2020		666,834
		335,000	Westlake Automobile Receivables Trust, Series 2016-1A C^		3.29	%	09/15/2021		338,416
		750,000	Westlake Automobile Receivables Trust, Series 2016-3A B^		2.07	%	12/15/2021		748,626
		750,000	Westlake Automobile Receivables Trust, Series 2016-3A C^		2.46	%	01/18/2022		748,388
		600,000	Westlake Automobile Receivables Trust, Series 2017-1A C^		2.70	%	10/17/2022		602,152
Total Asset Backed Securities (Cost $64,312,951)									64,454,618
Municipal Bonds — 1.2%
Local Government Housing Agency Bonds — 1.2%
		1,595,000	Delaware State Housing Authority		2.75	%	12/01/2041		1,559,463
		2,000,000	Maryland Community Development Administration		3.24	%	09/01/2048		2,029,920
		680,000	Missouri Housing Development Commission		2.65	%	11/01/2040		666,278
Total Municipal Bonds (Cost $4,140,191)									4,255,661
Preferred Stocks — 0.1%
		15,000	AGNC Investment Corp., Series B, 7.75%						390,300
Total Preferred Stocks (Cost $383,294)									390,300
Short-Term Investments — 6.6%
Money Market Funds — 6.5%
		22,284,523	First American Treasury Obligations Fund — Class Z, 0.85%*						22,284,523
U.S. Treasury Bills — 0.1%
		300,000	United States Treasury Bill†						299,480
Total Short-Term Investments (Cost $22,584,004)									22,584,003
Total Investments — 136.1% (Cost $469,014,592)									467,294,366
Liabilities in Excess of Other Assets — (36.1)%									(123,851,181	)
NET ASSETS — 100.0%								$	343,443,185

*	Annualized seven-day yield as of June 30, 2017.
^	Security exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At June 30, 2017, the value of these securities amounted to $78,768,895 or 22.9% of net assets.
~	Interest Only Security
†	This security is pledged as collateral in connection with open futures contracts.
#	Variable rate security. Rate disclosed is as of June 30, 2017.

Futures Contracts — Long (Note 7)
				Notional		Notional		Unrealized Appreciation
Issue	Contracts		Expiration Date	Amount		Value		(Depreciation)
U.S. Treasury 5-Year Note Futures September 2017		80	09/29/2017	$	9,463,498	$	9,426,875	$	(36,623	)
U.S. Treasury 10-Year Ultra Bond Futures September 2017		40	09/20/2017		5,434,096		5,392,500		(41,596	)
				$	14,897,594	$	14,819,375	$	(78,219	)

There is no variation margin due to or from the Fund as of June 30, 2017.

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

www.brownadvisoryfunds.com

75

Brown Advisory – WMC Strategic European Equity Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

During the year ended June 30, 2017, the Brown Advisory – WMC Strategic European Equity Fund Institutional Shares (the “Fund”) increased 23.32%. During the same period, the MSCI Europe Index, the Fund’s benchmark, increased 21.11%.

Using a bottom-up approach, we build a portfolio of companies that we believe benefit from a structural growth advantage, are competitively positioned and attractively valued. This fundamental process leads us to certain sector over and underweights.

Allocation, a residual of the bottom-up stock selection process, was additive to relative performance with the Fund’s overweight to industrials and underweight to energy and telecommunication services contributing most to relative returns. Positive allocation was partially offset by the Fund’s underweight allocation to financials and materials. Stock selection also added to performance with consumer staples, information technology and industrials as the strongest sectors.

Top contributors to relative returns during the period included DSV, Atlas Copco, and Sandvik. DSV is a Denmark-based freight logistics company with a large road network across Europe. The company has had both a profitable position within European freight and contract logistics as well as exposure to sea and air. The company released what we felt were solid returns during the period and has seen incremental synergies surrounding the acquisition of U.S. shipping company, UTi. DSV has been a well-managed company with a strong focus on cost control and across all its divisions, it has benefitted from an asset light business. Additionally, given its position as a freight broker of considerable size, it has benefitted from pricing economies of scale. We continue to hold our position.

Atlas Copco is a Sweden-based global industrials group producing compressors, construction and mining equipment. The company has benefitted from leading market positions across most of its segments and we are attracted to what we see as an exceptionally strong balance sheet. In particular, its strength in the aftermarket is a strong driver of returns – a combination of what has been an increasing installed base, higher penetration of that base and improved pricing are strong positives for the stock. The company reported positive results during the period and better-than-expected order intake in its Compressor Technique, Industrial Technique and Mining segments. We trimmed our position into strength during the period.

Sandvik is a high-technology engineering group in tools and tooling systems for metal cutting, mining and the construction business. They are a global leader in the industry, and we like the new management team and believe the company will achieve improved synergies over the next few years as it focuses on refining its business mix. The company profited from an upswing in oil prices last year and also from an increase in order intake across its regional businesses (Europe, North America, Asia, and China). We purchased this stock at the beginning of 2016 and have recently been trimming it on strength.

Top detractors from relative returns included Hikma Pharmaceuticals, UCB, Reckitt Benckiser Group, and not owning HSBC Holdings. UK pharmaceuticals company Hikma fell on news of the U.S. Food and Drug Administration (FDA) rejection of its generic asthma medication (Advair) and accelerating price erosion in its U.S. business due to a tough continued environment in U.S. generics. We have based our thesis on the longer term prospects of the company and the potential value in the stock driven by fast-growing emerging markets exposure, as well as an enhanced pipeline after its acquisitions. This thesis is contingent on Hikma’s ability to accelerate new product approvals in the U.S. We continue to hold our position.

Belgian pharmaceuticals company UCB combines traditional synthetic chemistry and biotechnology approaches in targeting the central nervous system. The stock price faltered during the period as a result of a setback on their osteoporosis drug romozumbab (which they have co-developed with Amgen). While the drug met all of its clinical end points of effectiveness, the tests revealed some cardiovascular side effects which could cause delays and restrictions to the product’s use. We believe the stock remains attractive over the long term, offering both top-line growth and margin expansion opportunities and we continue to hold and monitor the stock.

Reckitt Benckiser is a UK-based, leading consumer healthcare and personal care provider. The company reported accelerated like-for-like sales growth, but reported sales were flat due to foreign exchange impact. We maintain a positive view on the security given its strong competitive position, execution capability, and recently announced cost optimization program. In addition, they have demonstrated a good track record in finding and extracting value from sound acquisition targets and obtaining financial synergies from these acquisitions. We continue to hold the stock.

While there are indications of a strengthening economy, we continue to think that we remain in an environment characterized by lower growth and low interest rates. Central banks will likely remain accommodative, with tapering or, in the case of the U.S.,

www.brownadvisoryfunds.com

76

Brown Advisory – WMC Strategic European Equity Fund

A Message to Our Shareholders

June 30, 2017

gradual rate hikes – translating into large amounts of money chasing returns. This backdrop, in combination with political uncertainty, will, in our view, result in continued volatility in the equity markets during the year. While this may create unease among market participants, we as stock pickers welcome volatility as it translates into investment opportunity at attractive valuations.

As we have done over time, we seek to identify and invest in what we believe are companies that are exposed to structural growth drivers and have built strong competitive advantages. These intrinsic qualities have the potential to drive margins and returns, as well as high free-cash-flow generation, which we believe will create long term value.

Sincerely,

C. Dirk Enderlein, CFA

Portfolio Manager

Past performance is not a guarantee of future results.

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

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report.

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

www.brownadvisoryfunds.com

77

Brown Advisory – WMC Strategic European Equity Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
United Kingdom	27.9%
Switzerland	16.9%
France	13.3%
Sweden	9.9%
Germany	8.8%
Netherlands	7.1%
Finland	5.1%
Denmark	4.3%
Belgium	2.4%
Italy	1.6%
Spain	0.9%
Money Market Funds	0.9%
Austria	0.5%
Other Assets and Liabilities	0.4%
	100.0%

GROWTH OF A $1,000,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $1,000,000 investment, including reinvested dividends and distributions, in the Fund as measured against a broad-based securities market index. The MSCI Europe Index (“Index”) is an index that captures large and mid cap representation across 15 developed market countries in Europe. The Index is unmanaged and does not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

		Since Inception
Average Annual Total Return as of 6/30/17	One Year	(10/21/13)
Institutional Shares	23.32%	5.94%
Investor Shares	23.18%	5.80%
Advisor Shares	22.91%	5.55%
MSCI Europe Index	21.11%	2.29%

	Institutional Shares	Investor Shares	Advisor Shares
Gross Expense Ratio1	1.11%	1.26%	1.51%
Net Expense Ratio1	1.11%	1.26%	1.51%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower. Short-term performance, in particular, is not a good indication of the Fund’s future performance, and an investment should not be made based solely on returns.

¹ Per the Fund’s prospectus dated October 31, 2016. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

www.brownadvisoryfunds.com

78

Brown Advisory – WMC Strategic European Equity Fund

Schedule of Investments

June 30, 2017

	Shares		Security Description	Value $
Common Stocks — 98.3%
Austria — 0.5%
		194,798	PORR AG		6,154,300
Belgium — 2.4%
		427,141	UCB S.A.		29,377,256
Denmark — 4.3%
		18,508	ALK-Abello A/S		2,761,836
		586,622	DSV A/S		36,032,754
		142,999	H. Lundbeck A/S		8,027,563
		310,544	Spar Nord Bank A/S		4,072,710
					50,894,863
Finland — 5.1%
		708,368	Kone OYJ		36,038,376
		287,908	Nokian Renkaat OYJ		11,917,549
		248,231	Sampo OYJ		12,735,671
					60,691,596
France — 13.3%
		706,528	Altran Technologies S.A.		11,509,956
		47,216	BioMerieux S.A.		10,224,504
		584,914	Elior Group S.A.		17,000,380
		826,666	Elis S.A.		18,941,172
		601,941	Legrand S.A.		42,064,593
		106,409	L’Oreal S.A.		22,187,867
		219,755	Pernod Ricard S.A.		29,426,831
		222,676	Worldline S.A.*		7,637,157
					158,992,460
Germany — 8.4%
		217,006	Beiersdorf AG		22,825,086
		158,919	Brenntag AG		9,216,389
		924,556	Infineon Technologies AG		19,638,140
		220,486	Merck KGaA		26,678,580
		402,128	United Internet AG		22,130,777
					100,488,972
Italy — 1.6%
		112,798	DiaSorin S.p.A.		8,670,924
		1,412,648	OVS S.p.A.		10,057,890
					18,728,814
Netherlands — 7.1%
		442,605	Heineken NV		43,036,638
		749,728	Unilever NV		41,386,418
					84,423,056
Spain — 0.9%
		181,769	Viscofan S.A.		10,770,681
Sweden — 9.9%
		1,581,820	Assa Abloy AB		34,865,647
		799,631	Atlas Copco AB		30,747,238
		2,160,249	Cloetta AB		8,897,722
		1,335,911	Sandvik AB		21,032,900
		1,001,221	Trelleborg AB		22,861,247
					118,404,754
Switzerland — 16.9%
		1,522	BELIMO Holding AG		6,558,457
		244,447	Cie Financiere Richemont S.A.		20,227,707
		26,727	Daetwyler Holding AG		4,552,185
		53,886	Geberit AG		25,162,624
		11,555	INFICON Holding AG		5,710,470
		751,866	Julius Baer Group, Ltd.*		39,725,768
		112,471	Kuehne & Nagel International AG		18,803,297
		3,433	LEM Holding S.A.		4,439,378
		46,045	Schindler Holding AG		9,762,136
		59,470	Tecan Group AG		11,198,595
		69,833	Temenos Group AG*		6,247,474
		2,896,398	UBS Group		49,255,817
					201,643,908
United Kingdom — 27.9%
		1,275,505	Berendsen PLC		20,448,715
		390,491	British American Tobacco PLC		26,609,333
		1,581,123	Compass Group PLC		33,373,812
		354,629	Diploma PLC		5,094,875
		1,848,852	Electrocomponents PLC		13,906,845
		849,474	Halma PLC		12,173,327
		800,037	Hikma Pharmaceuticals PLC		15,322,000
		950,260	Jardine Lloyd Thompson Group PLC		14,852,067
		1,283,143	Prudential PLC		29,453,125
		402,390	Reckitt Benckiser Group PLC		40,791,738
		3,085,508	Rentokil Initial PLC		10,980,021
		2,109,434	Smith & Nephew PLC		36,426,948
		436,089	Spectris PLC		14,337,113
		236,431	Spirax-Sarco Engineering PLC		16,489,434
		1,403,031	SSP Group PLC		8,694,706
		572,814	SuperGroup PLC		11,153,676
		1,425,156	UBM PLC		12,807,629
		457,440	WH Smith PLC		10,210,792
					333,126,156
Total Common Stocks (Cost $967,116,189)					1,173,696,816
Preferred Stocks — 0.4%
Germany — 0.4%
		94,745	FUCHS PETROLUB SE		5,163,895
Total Preferred Stocks (Cost $3,994,433)					5,163,895
Short-Term Investments — 0.9%
Money Market Funds — 0.9%
		10,565,414	Cash Account Trust — Government
			& Agency Securities Portfolio —
			Institutional Shares, 0.88%#		10,565,414
Total Short-Term Investments (Cost $10,565,414)					10,565,414
Total Investments — 99.6% (Cost $981,676,036)					1,189,426,125
Other Assets in Excess of Liabilities — 0.4%					5,172,462
NET ASSETS — 100.0%				$	1,194,598,587

*	Non-Income Producing
#	Annualized seven-day yield as of June 30, 2017.

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

www.brownadvisoryfunds.com

79

Brown Advisory – WMC Japan Alpha Opportunities Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

During the year ended June 30, 2017, the Brown Advisory – WMC Japan Alpha Opportunities Fund Institutional Shares (the “Fund”) increased 23.33% in value. During the same period, the TOPIX Total Return Index, the Fund’s benchmark, increased 21.11%.

During the year, stock selection was the main driver of positive alpha. In particular, positive selection in the information technology (IT) and consumer discretionary sectors more than offset weaker selection in the materials and telecommunication services sectors. Sector allocation, a residual of our bottom-up stock selection process, also was additive. An overweight to information technology and an underweight to telecommunication services aided results. An underweight to financials and an overweight to consumer discretionary posed a headwind.

From an individual stock perspective, the top relative contributor during the period was Fujitsu, the largest IT service company in Japan. Fujitsu is going through an internal restructuring to focus on their higher-margin IT services business line by selling non-core divisions. We maintain an overweight position as the stock continues to outperform given the market’s acknowledgement of this turnaround. Our decision not to hold benchmark constituent Toyota Motor also was additive. The stock price of the Japan-based automobile manufacturer has declined due to declining auto sales. They retain high fixed costs from earlier investments and no clear catalyst to unlock value. We continue not to hold the stock.

The top detractor from relative performance was our decision not to hold benchmark constituent SoftBank, a Japan-based telecommunication and Internet business provider. Stock prices rose amid deal talks with Deutsche Telekom to merge Sprint and T-Mobile, two leading mobile phone companies controlled respectively by SoftBank and Deutsche Telekom. We continue not to hold the stock. Our position in Nippon Television also detracted; however, we remain confident in the name as it is the number one TV broadcaster in Japan and we see it as a late-cycle levered play on domestic macro. Despite poor market perception, fundamentals have been solid and are improving. Rapid growth in its subsidiary, Hulu Japan, is also promising. Additionally, we see Nippon as a potential beneficiary of the trend toward improving corporate governance in Japan. We maintain our overweight position in the stock.

Our largest new position during the period was Alps Electric, which manufactures and distributes electronic components and devices. We also initiated a position in Sumitomo Mitsui Trust Holdings, which engages in the management of its group companies with trust banking as its core business. Our largest sell during the period was Fujitsu. We eliminated our position in Sumitomo Heavy Industry, which manufactures and sells heavy equipment and industrial machineries.

Positive economic data in Japan (and its trading partners) combined with stable monetary policy has continued to support growth. Key risks to the Japanese economy include a slowdown in China, increased global protectionism and risks that the Bank of Japan exits too early. We have continued to see the positive impact of corporate reforms in Japan, as improving capital discipline (measured by return on equity and net margin) has supported equity market returns. The current cycle is increasingly becoming a domestically driven cycle that feeds into rising wages, inflation and stronger capex growth, leaving Japanese equities less dependent on the direction of the Yen.

We remain constructive on the value factor. From a valuation perspective, the value factor in Japan is in the bottom decile of its historical range going back to 2002, while fundamentals for the factor look strong with positive earnings revisions. We expect growth and value to outperform safety and low volatility factors as we continue to see late cycle economic growth. Low volatility looks expensive, but without a clear catalyst for reversion we believe that it remains a good way to reduce risk when overweight mean-reverting and trend-following strategies.

Sincerely,

Kent M. Stahl, CFA

Portfolio Manager

Gregg R. Thomas, CFA

Portfolio Manager

www.brownadvisoryfunds.com

80

Brown Advisory – WMC Japan Alpha Opportunities Fund

A Message to Our Shareholders

June 30, 2017

Past performance is not a guarantee of future results.

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

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report.

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

www.brownadvisoryfunds.com

81

Brown Advisory – WMC Japan Alpha Opportunities Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
Consumer Discretionary	29.0%
Information Technology	14.9%
Financials	12.5%
Industrials	11.6%
Materials	11.0%
Money Market Funds	7.6%
Health Care	5.8%
Consumer Staples	3.7%
Telecommunication Services	1.4%
Energy	1.4%
Real Estate	1.0%
Utilities	0.2%
Real Estate Investment Trusts	0.1%
Other Assets and Liabilities	(0.2)%
	100.0%

GROWTH OF A $1,000,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $1,000,000 investment, including reinvested dividends and distributions, in the Fund as measured against broad-based securities market indices. TOPIX Total Return Index is a market capitalization-weighted index of all companies listed on the First Section of the Tokyo Stock Exchange. The index is unmanaged and does not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

		Since Inception
Average Annual Total Return as of 6/30/17	One Year	(3/4/14)
Institutional Shares	23.33%	7.34%
Investor Shares	23.16%	7.18%
Advisor Shares	22.89%	6.91%
TOPIX Total Return Index	21.11%	8.08%

	Institutional Shares	Investor Shares	Advisor Shares
Gross Expense Ratio1	1.15%	1.30%	1.55%
Net Expense Ratio1	1.15%	1.30%	1.55%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower. Short-term performance, in particular, is not a good indication of the Fund’s future performance, and an investment should not be made based solely on returns.

¹ Per the Fund’s prospectus dated October 31, 2016. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

www.brownadvisoryfunds.com

82

Brown Advisory – WMC Japan Alpha Opportunities Fund

Schedule of Investments

June 30, 2017

	Shares		Security Description	Value $
Common Stocks — 92.5%
Japan — 92.5%
Consumer Discretionary — 29.0%
		104,600	Adastria Co., Ltd.		2,915,203
		327,100	Aisan Industry Co., Ltd.		2,593,856
		914,000	Alpine Electronics, Inc.		13,712,866
		18,200	Amuse, Inc.		496,231
		234,300	Avex Group Holdings, Inc.		3,144,132
		43,700	BELC Co., Ltd.		2,179,248
		147,800	Benesse Holdings, Inc.		5,587,455
		234,900	Capcom Co., Ltd.		5,575,383
		440,900	DaikyoNishikawa Corp.		5,903,864
		84,400	Daiwa House Industry Co., Ltd.		2,888,639
		149,400	Descente, Ltd.		2,023,033
		371,000	DIP Corp.		7,547,180
		177,800	Exedy Corp.		5,026,767
		146,217	FUJIFILM Holdings Corp.		5,272,214
		355,600	Funai Electric Co., Ltd.		2,849,939
		78,300	Gendai Agency, Inc.		392,804
		208,000	H2O Retailing Corp.		3,794,995
		576,500	Honda Motor Co., Ltd.		15,794,994
		129,420	Honeys Holdings Co., Ltd.		1,399,897
		189,100	IDOM, Inc.		1,306,607
		279,600	ITOCHU Corp.		4,162,944
		36,000	Itokuro, Inc.*		1,421,439
		373,000	Keihin Corp.		5,110,305
		80,900	K’s Holdings Corp.		1,581,758
		158,300	Kuroda Electric Co., Ltd.		3,108,245
		272,440	Kyoritsu Maintenance Co., Ltd.		7,934,918
		177,300	LIFULL Co., Ltd.		1,558,062
		227,700	Mazda Motor Corp.		3,198,933
		1,484,610	Mitsubishi Motors Corp.		9,817,961
		39,000	MonotaRO Co., Ltd.		1,260,377
		668,667	NGK Spark Plug Co., Ltd.		14,323,191
		396,500	Nikon Corp.		6,355,557
		7,460	Nintendo Co., Ltd.		2,497,546
		795,180	Nippon Television Holdings, Inc.		13,406,683
		26,100	Nishimatsuya Chain Co., Ltd.		267,429
		296,900	Nissin Kogyo Co., Ltd.		4,730,739
		96,000	PAL Group Holdings Co., Ltd.		2,499,665
		217,918	Panasonic Corp.		2,969,190
		183,200	Persol Holdings Co., Ltd.		3,441,997
		3,658,500	Pioneer Corp.*		7,347,801
		111,900	Prestige International, Inc.		1,209,008
		55,100	Proto Corp.		857,539
		448,800	Rakuten, Inc.		5,296,251
		231,200	Relia, Inc.		2,518,039
		178,220	Sankyo Co., Ltd.		6,054,189
		144,000	Sanyo Shokai, Ltd.		2,294,259
		240,300	Sekisui House, Ltd.		4,246,966
		415,020	Showa Corp.		4,028,848
		49,600	Sohgo Security Services Co., Ltd.		2,238,949
		170,200	TechnoPro Holdings, Inc.		6,850,850
		109,900	Tenma Corp.		2,027,615
		371,600	Tokai Rika Co., Ltd.		6,874,763
		258,100	Toppan Forms Co Ltd		2,671,577
		701,900	Toray Industries, Inc.		5,888,710
		1,104,795	Toyo Tire & Rubber Co., Ltd.		22,633,468
		268,500	Toyoda Gosei Co., Ltd.		6,433,649
		50,210	Toyota Industries Corp.		2,655,622
		212,300	Trusco Nakayama Corp.		5,073,927
		115,300	United Arrows, Ltd.		3,745,554
		238,200	XEBIO Holdings Co., Ltd.		4,211,337
		50,900	Yondoshi Holdings, Inc.		1,269,742
					286,480,909
Consumer Staples — 3.7%
		46,700	Ain Holdings, Inc.		3,379,647
		111,600	Cawachi, Ltd.		2,702,486
		48,500	Ci:z Holdings Co., Ltd.		1,833,241
		55,600	Cocokara Fine, Inc.		2,750,489
		242,353	Ezaki Glico Co., Ltd.		13,049,084
		508,200	Itoham Yonekyu Holdings, Inc.		4,611,827
		77,860	Matsumotokiyoshi Holdings Co., Ltd.		4,435,239
		42,800	Morinaga & Co., Ltd.		2,426,727
		58,200	Warabeya Nichiyo Holdings Co., Ltd.		1,606,600
					36,795,340
Energy — 1.4%
		893,900	Inpex Corp.		8,631,019
		241,800	Japan Petroleum Exploration Co., Ltd.		5,051,682
					13,682,701
Financials — 12.5%
		137,600	AEON Financial Service Co., Ltd.		2,920,163
		138,000	Bank of Kyoto Ltd/The		1,307,697
		508,500	Dai-ichi Life Holdings Co., Inc.		9,229,995
		1,429,600	Ichigo, Inc.		4,274,507
		423,600	Ichiyoshi Securities Co., Ltd.		3,569,464
		41,400	JAFCO Co., Ltd.		1,674,059
		4,472,533	Mitsubishi UFJ Financial Group, Inc.		30,167,451
		7,842,100	Mizuho Financial Group, Inc.		14,378,284
		232,000	Oita Bank, Ltd.		894,968
		632,000	Shinsei Bank, Ltd.		1,107,114
		433,400	Sumitomo Mitsui Financial Group, Inc.		16,921,871
		249,260	Sumitomo Mitsui Trust Holdings, Inc.		8,953,242
		769,900	T&D Holdings, Inc.		11,773,418
		328,900	Tochigi Bank, Ltd.		1,398,152
		175,365	Tokio Marine Holdings, Inc.		7,297,512
		56,930	Tokyo TY Financial Group, Inc.		1,575,843
		135,200	Zenkoku Hosho Co., Ltd.		5,535,616
					122,979,356
Health Care — 5.8%
		102,800	Asahi Intecc Co., Ltd.		4,677,825
		122,700	CMIC Holdings Co., Ltd.		1,689,432
		111,900	Eisai Co., Ltd.		6,191,155
		150,800	EPS Holdings, Inc.		2,365,241
		124,300	Nihon Kohden Corp.		2,877,251
		96,200	Nippon Shinyaku Co., Ltd.		6,158,172
		423,200	Nipro Corp.		5,523,614
		149,000	ONO Pharmaceutical Co., Ltd.		3,249,897
		49,400	PeptiDream, Inc.*		1,563,905
		98,100	SMS Co., Ltd.		2,981,918
		145,340	Suzuken Co., Ltd.		4,838,094
		305,800	Takeda Pharmaceutical Co., Ltd.		15,525,153
					57,641,657

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

www.brownadvisoryfunds.com

83

Brown Advisory – WMC Japan Alpha Opportunities Fund

Schedule of Investments

June 30, 2017

	Shares		Security Description	Value $
Common Stocks — 92.5% (Continued)
Japan — 92.5% (Continued)
Industrials — 11.6%
		725,000	Chiyoda Corp.		4,282,476
		124,200	Daifuku Co., Ltd.		3,725,579
		78,400	Daiseki Co., Ltd.		1,744,370
		334,700	DMG Mori Co., Ltd.		5,540,383
		776,995	Hino Motors, Ltd.		8,675,599
		172,100	Hisaka Works, Ltd.		1,496,810
		267,600	Hitachi Metals, Ltd.		3,733,657
		248,500	Hosiden Corp.		2,856,436
		1,477,000	IHI Corp.		5,047,476
		145,400	Jamco Corp.		3,206,734
		392,725	Japan Aviation Electronics Industry, Ltd.		5,449,518
		333,100	Japan Steel Works, Ltd.		5,235,462
		327,900	JGC Corp.		5,341,270
		345,100	Kyudenko Corp.		12,370,118
		25,900	METAWATER Co., Ltd.		710,283
		621,000	Mitsubishi Heavy Industries Ltd		2,556,755
		442,550	NGK Insulators, Ltd.		8,872,305
		61,500	Nippon Densetsu Kogyo Co., Ltd.		1,266,869
		4,123,933	Nippon Yusen K.K.		7,709,643
		36,600	Nittoku Engineering Co., Ltd.		1,016,969
		443,400	Sanwa Holdings Corp.		4,682,709
		55,700	SHO-BOND Holdings Co., Ltd.		2,814,934
		102,800	Tadano, Ltd.		1,245,525
		1,014,000	Toshiba Machine Co., Ltd.		4,562,976
		1,387,000	Toyo Engineering Corp.		3,424,654
		117,000	Tsubaki Nakashima Co., Ltd.		2,269,506
		368,100	Ushio, Inc.		4,646,093
					114,485,109
Information Technology — 14.9%
		30,206	Alpha Systems, Inc.		617,194
		415,332	Alps Electric Co., Ltd.		12,064,704
		309,400	Canon, Inc.		10,524,339
		736,100	Citizen Watch Co., Ltd.		5,179,464
		232,700	DeNA Co., Ltd.		5,230,036
		11,600	Disco Corp.		1,860,540
		329,747	Ferrotec Corp.		4,276,802
		3,205,425	Fujitsu, Ltd.		23,708,179
		994,500	GREE, Inc.		8,692,355
		127,507	Hitachi Maxell, Ltd.		2,614,178
		9,000	Horiba, Ltd.		548,996
		159,400	LAC Co., Ltd.		2,096,768
		76,420	Melco Holdings, Inc.		2,178,204
		204,600	Micronics Japan Co., Ltd.		2,024,617
		117,300	Miraial Co., Ltd.		1,139,949
		201,300	Mitsubishi Electric Corp.		2,911,322
		28,700	Murata Manufacturing Co., Ltd.		4,381,515
		110,300	NET One Systems Co., Ltd.		1,047,134
		452,700	Nichicon Corp.		4,875,384
		156,000	Nippon Ceramic Co., Ltd.		3,644,496
		427,000	Nippon Chemi-Con Corp.		1,549,724
		33,065	Otsuka Corp.		2,056,777
		36,000	Outsourcing, Inc.		1,757,316
		16,200	Rohm Co., Ltd.		1,249,043
		169,575	SCSK Corp.		7,619,387
		732,500	Shinko Electric Industries Co., Ltd.		6,225,458
		93,000	SIIX Corp.		3,692,663
		200,800	SUMCO Corp.		2,918,618
		125,020	Taiyo Yuden Co., Ltd.		1,975,243
		42,800	TDK Corp.		2,829,162
		126,600	Tokyo Seimitsu Co., Ltd.		4,084,138
		186,700	W-Scope Corp.		3,279,576
		1,732,900	Yahoo! Japan Corp.		7,533,308
		100,400	Yume No Machi Souzou Iinkai Co., Ltd.		1,182,099
					147,568,688
Materials — 11.0%
		154,700	Chubu Steel Plate Co., Ltd.		952,374
		715,680	Daicel Corp.		8,945,121
		646,000	Denka Co., Ltd.		3,342,932
		167,660	DIC Corp.		6,057,806
		355,440	JFE Holdings, Inc.		6,188,775
		501,380	JSR Corp.		8,679,512
		73,600	Kanto Denka Kogyo Co Ltd		649,603
		17,700	KH Neochem Co., Ltd.*		338,499
		279,400	Kobe Steel, Ltd.*		2,880,959
		236,400	Kyoei Steel, Ltd.		3,923,537
		466,400	MINEBEA MITSUMI, Inc.		7,542,598
		84,800	Mitsubishi Materials Corp.		2,573,376
		235,300	Nakayama Steel Works, Ltd.		1,361,334
		220,400	Neturen Co., Ltd.		2,092,880
		63,900	Nippon Shokubai Co., Ltd.		4,127,508
		307,600	NOK Corp.		6,530,243
		1,285,000	Pacific Metals Co., Ltd.*		3,380,887
		1,588,415	Sumitomo Chemical Co., Ltd.		9,180,717
		296,900	Sumitomo Riko Co., Ltd.		3,064,968
		725,000	Taiheiyo Cement Corp.		2,651,350
		50,400	Tocalo Co., Ltd.		1,662,069
		192,300	Tokyo Ohka Kogyo Co., Ltd.		6,426,067
		1,139,500	Tokyo Steel Manufacturing Co., Ltd.		9,657,420
		237,510	Yamato Kogyo Co., Ltd.		6,101,086
					108,311,621
Real Estate — 1.0%
		283,900	Hulic Co., Ltd.		2,907,366
		535,900	Kenedix, Inc.		2,535,002
		1,010,600	Takara Leben Co., Ltd.		4,540,474
					9,982,842
Telecommunication Services — 1.4%
		300,092	Nippon Telegraph & Telephone Corp.		14,165,574
Utilities — 0.2%
		67,500	Nippon Gas Co., Ltd.		2,190,168
Total Common Stocks (Cost $728,537,470)					914,283,965
Real Estate Investment Trusts — 0.1%
Japan — 0.1%
		236	Hoshino Resorts, Inc.		1,211,095
Total Real Estate Investment Trusts (Cost $1,252,837)					1,211,095

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

www.brownadvisoryfunds.com

84

Brown Advisory – WMC Japan Alpha Opportunities Fund

Schedule of Investments

June 30, 2017

	Shares		Security Description	Value $
Short-Term Investments — 7.6%
Money Market Funds — 7.6%
		75,338,358	Cash Account Trust — Government
			& Agency Securities Portfolio —
			Institutional Shares, 0.88%#		75,338,358
Total Short-Term Investments (Cost $75,338,358)					75,338,358
Total Investments — 100.2% (Cost $805,128,665)					990,833,418
Liabilities in Excess of Other Assets — (0.2)%					(1,977,805	)
NET ASSETS — 100.0%				$	988,855,613

*	Non-Income Producing
#	Annualized seven-day yield as of June 30, 2017.

Futures Contracts — Long (Note 7)
				Notional		Notional		Unrealized Appreciation
Issue	Contracts		Expiration Date	Amount		Value		(Depreciation)
TOPIX Index Futures Contracts^		315	09/07/2017	$	44,894,873	$	45,132,029	$	237,156

^ Contracts are denominated in Japanese Yen. Notional amount, notional value and unrealized appreciation (depreciation) have been translated into U.S. Dollars as of June 30, 2017.

There is $330,773 of variation margin due from the Fund to the broker as of June 30, 2017.

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

www.brownadvisoryfunds.com

85

Brown Advisory – Somerset Emerging Markets Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

During the year ended June 30, 2017, the Brown Advisory – Somerset Emerging Markets Fund Institutional Shares (the “Fund”) returned 18.04% in value. During the same period, the MSCI Emerging Markets Index, the Fund’s benchmark, returned 23.75%, resulting in relative underperformance by the Fund of 5.71% during the year. The first half of the year contributed most to this underperformance. The Fund has subsequently performed strongly over the last six months.

On a country level, the Fund’s exposure to South Korea positively affected performance during the year. SK Hynix and Samsung Electronics in Korea were two of the strongest performers. This supports our investment thesis around the strength of the semiconductor business at both companies and the improving pricing dynamics in the DRAM semiconductor space. The Philippines was our worst performing country exposure, principally due to the performance of Metro Bank and telecommunications company PLDT. We sold out of PLDT during the year following a change to our investment thesis.

At a sector level, information technology and financials contributed most to absolute performance over the period. In the top five stock contributors to performance, three financial stocks – OTP Bank in Hungary, PZU in Poland and HSBC (diversified) – were alongside our top two Korean names. OTP Bank has passed through its ‘turnaround’ stage and is now benefitting from a benign macroeconomic environment in Hungary. PZU is benefitting from the stabilization of market sentiment and strong fundamentals.

We made 6 buys and 8 sells during the year. Turnover on an NAV basis, including trims and additions, was 23% during the year, which is in line with historical averages. Stocks purchased included 3 consumer staples names, Coca-Cola HBC, Eurocash and X5 Retail. This increase in consumer names is partly related to valuations in the consumer space eight to nine months ago, back when we made some of these purchases. We were able to buy Eurocash at 20x P/E compared to a previous valuation of 35x P/E. This valuation was largely due to negative sentiment towards Poland and a potential retail tax, which may benefit Eurocash as a consolidator in the market.

Over the period, our sells were largely informed by stock-specifics but risk reduction was the overriding theme, if there was one. We sold Turk Sise Ve Cam in Turkey prior to the attempted coup there, in part on fundamentals but also as a way to reduce our exposure to Turkey. We sold First Gulf Bank prior to the merger with Union National Bank. We still retain our stake in the newly formed First Abu Dhabi Bank, but we cut our exposure in First Gulf partly because we felt the merger would be more positive for the Union National Bank side.

Looking to one of the biggest political events of the period, the election of U.S. President Donald Trump does not change our positive long-term outlook for emerging markets. We believe the oil price collapse, earnings recessions, and bear markets in most emerging markets have run their courses. We have growing confidence that January/February 2016 will be recognized as the low point or floor of a structural bear market started in 2007 (excluding the GFC). The key risk to this view will be the Chinese financial system. The Fund has continued to carry significant, but narrowing, opportunity cost risk in commodities and China, which, in our view, remains a short-term relative risk.

We are looking to accumulate more of what we believe to be best-of-breed companies in areas that have the potential for long-term sustainable growth alongside better value turnaround stocks in ways that reflect these structural growth opportunities.

Sincerely,

Edward Lam

Portfolio Manager

www.brownadvisoryfunds.com

86

Brown Advisory – Somerset Emerging Markets Fund

A Message to Our Shareholders

June 30, 2017

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. The Fund may invest in ETFs, which may trade at a discount to the aggregate value of the underlying securities and although expense ratios for ETFs are generally low, frequent trading of ETFs by the Fund can generate brokerage expenses. The Fund may invest in foreign securities which involve greater volatility and political, economic and currency risks and differences in accounting methods. These risks are greater in emerging markets. Derivatives may involve certain costs and risks such as liquidity, interest rate, market, credit, management, and the risk that a position could not be closed when most advantageous. Investing in derivatives could lose more than the amount invested. The Fund invests in smaller and medium-sized companies which carry greater risk than is associated with larger companies for various reasons, such as narrower markets, limited financial resources and less liquid stock.

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report.

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

www.brownadvisoryfunds.com

87

Brown Advisory – Somerset Emerging Markets Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
South Korea	21.2%
Taiwan	10.1%
India	9.5%
United Kingdom	9.0%
Hungary	8.3%
Turkey	5.3%
Brazil	5.0%
South Africa	4.9%
Chile	4.7%
Poland	4.4%
China	3.3%
Indonesia	3.2%
United Arab Emirates	3.0%
Philippines	3.0%
Money Market Funds	2.8%
Portugal	1.3%
Nigeria	0.8%
Thailand	0.0%
Other Assets and Liabilities	0.2%
	100.0%

GROWTH OF A $1,000,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $1,000,000 investment, including reinvested dividends and distributions, in the Fund as measured against a broad-based securities market index. The MSCI Emerging Markets Index (“Index”) is a free float-adjusted market capitalization index that is designed to measure equity market performance in the global emerging markets. The Index is unmanaged and does not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

		Since Inception
Average Annual Total Return as of 6/30/17	One Year	(12/12/12)
Institutional Shares	18.04%	1.51%
Investor Shares	17.90%	1.36%
Advisor Shares	17.65%	1.09%
MSCI Emerging Markets Index	23.75%	1.76%

	Institutional Shares	Investor Shares	Advisor Shares
Gross Expense Ratio1	1.18%	1.33%	1.58%
Net Expense Ratio1	1.18%	1.33%	1.58%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower. Short-term performance, in particular, is not a good indication of the Fund’s future performance, and an investment should not be made based solely on returns.

¹ Per the Fund’s prospectus dated October 31, 2016. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

www.brownadvisoryfunds.com

88

Brown Advisory – Somerset Emerging Markets Fund

Schedule of Investments

June 30, 2017

	Shares		Security Description	Value $
Common Stocks — 97.0%
Brazil — 5.0%
		1,890,571	Ambev S.A.		10,494,612
		2,060,856	Porto Seguro S.A.†		19,047,786
					29,542,398
Chile — 4.7%
		3,221,349	AFP Habitat S.A.†		3,882,166
		8,604,446	Aguas Andinas S.A.		5,047,242
		1,247,316	Cia Cervecerias Unidas S.A.†		16,408,033
		1,399,468	Inversiones Aguas Metropolitanas S.A.†		2,346,413
					27,683,854
China — 3.3%
		242,500	China Mobile, Ltd.		2,570,937
		5,581,216	CNOOC, Ltd.		6,123,934
		195,500	Henderson Land Development Co., Ltd.		1,090,092
		1,324,500	Hengan International Group Co., Ltd.		9,771,004
					19,555,967
Hungary — 8.3%
		243,561	MOL Hungarian Oil & Gas PLC†		19,129,844
		898,948	OTP Bank PLC		30,087,300
					49,217,144
India — 9.5%
		412,194	Axis Bank, Ltd.		3,296,235
		1,636,798	HCL Technologies, Ltd.		21,545,032
		138,895	Hero MotoCorp, Ltd.		7,947,457
		2,642,281	Power Grid Corp. of India, Ltd.		8,603,770
		211,978	Shriram Transport Finance Co., Ltd.		3,274,983
		513,036	Yes Bank, Ltd.		11,606,222
					56,273,699
Indonesia — 3.2%
		3,501,600	AKR Corporindo		1,711,712
		49,751,983	Telekomunikasi Indonesia		16,895,352
					18,607,064
Nigeria — 0.8%
		160,191,125	Access Bank PLC†		4,740,045
Philippines — 3.0%
		14,964,680	Aboitiz Power Corp.†		11,536,875
		3,479,337	Metropolitan Bank & Trust Co.		6,028,163
					17,565,038
Poland — 4.4%
		780,262	Eurocash S.A.		6,527,363
		1,599,712	Powszechny Zaklad Ubezpieczen S.A.		19,247,168
					25,774,531
Portugal — 1.3%
		403,599	Jeronimo Martins SGPS S.A.		7,879,793
South Africa — 4.9%
		3,036,292	Sanlam, Ltd.		15,038,353
		915,204	Shoprite Holdings, Ltd.		13,955,404
					28,993,757
South Korea — 21.2%
		121,230	KT&G Corp.		12,400,822
		10,193	NCSoft Corp.		3,380,939
		839,940	Nexen Tire Corp.†		9,801,128
		51,279	NongShim Co., Ltd.†		15,131,662
		12,801	Samsung Electronics Co., Ltd.		26,662,203
		84,235	Samsung Fire & Marine Insurance Co., Ltd.		20,734,394
		634,572	SK Hynix, Inc.		37,363,421
					125,474,569
Taiwan — 10.1%
		708,000	eMemory Technology, Inc.†		9,255,916
		872,401	Formosa International Hotels Corp.†		4,746,297
		10,149,300	Pou Chen Corp.		14,034,958
		1,223,000	President Chain Store Corp.		10,988,955
		897,750	Taiwan Semiconductor Manufacturing Co., Ltd.		6,133,619
		2,699,584	Win Semiconductors Corp.		14,812,959
					59,972,704
Turkey — 5.3%
		2,031,441	Aksa Akrilik Kimya Sanayii A/S		7,726,399
		2,639,776	Anadolu Hayat Emeklilik A/S†		4,157,126
		196,051	AvivaSA Emeklilik ve Hayat A/S†		1,137,820
		10,425,279	Turk Telekomunikasyon A/S*†		18,482,494
					31,503,839
United Arab Emirates — 3.0%
		4,384,282	FirstAbu Dhabi Bank		12,533,341
		3,988,700	Union National Bank†		5,110,383
					17,643,724
United Kingdom — 9.0%
		492,170	Coca-Cola HBC AG		14,474,306
		2,555,650	HSBC Holdings PLC		23,742,987
		428,284	X5 Retail Group NV GDR*		14,840,041
					53,057,334
Total Common Stocks (Cost $485,434,110)					573,485,460
Warrants — 0.0%
Thailand — 0.0%
		400,760	SAMART Corp. PCL, Exercise price
			THB 45 expires 02/19/2018*		5,781
Total Warrants (Cost $36,190)					5,781
Short-Term Investments — 2.8%
Money Market Funds — 2.8%
		16,806,386	Cash Account Trust — Government
			& Agency Securities Portfolio —
			Institutional Shares, 0.88%#		16,806,386
Total Short-Term Investments (Cost $16,806,386)					16,806,386
Total Investments — 99.8% (Cost $502,276,686)					590,297,627
Other Assets in Excess of Liabilities — 0.2%					948,751
NET ASSETS — 100.0%				$	591,246,378

GDR — Global Depository Receipt

*	Non-Income Producing
†	All or a portion of this security is considered illiquid. At June 30, 2017, the total market value of securities considered illiquid was $63,335,834 or 10.7% of net assets.
#	Annualized seven-day yield as of June 30, 2017.

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

www.brownadvisoryfunds.com

89

Brown Advisory – Macquarie Asia New Stars Fund

A Message to Our Shareholders

June 30, 2017

Dear Shareholder:

During the year ended June 30, 2017, the Brown Advisory – Macquarie Asia New Stars Fund Institutional Shares (the “Fund”) increased 7.52% in value. During the same period, the MSCI AC Asia ex Japan SMID Cap Index, the Fund’s benchmark, increased 18.05%.

The year ended June 30, 2017 was characterized by two distinctive halves as the Fund underperformed a falling market for the first six months ended December 31, 2016 and subsequently outperformed a strongly rising market for the second six months ended June 30, 2017.

Unexpected political events in both India and South Korea impacted the Fund’s holdings in these countries. In South Korea, consumer stocks continue to be impacted by China’s deliberate efforts to reduce tourism to the country. The country also experienced elevated political uncertainty with the impeachment of their president which was positively resolved with the election of Moon Jae-in in the May 2017 election. In India, the country’s government implemented a surprise plan to demonetize its currency in a bid to tackle corruption in the country and weed out tax evasion. The risk of a “cash crunch” was initially negative for sentiment, however stock performance within India has since rebounded strongly.

At the sector level, the largest detractors from performance were financials and industrials as the Fund’s positioning could not keep pace with the strong rallies in both sectors.

China positioning has contributed the most to the Fund’s performance during the year with strong stock selection driving this outperformance. The Chinese market has led much of the rally which Asian markets have experienced since the start of the calendar year and the Fund’s positioning, particularly in Chinese internet company exposures has helped it outperform during this market strength.

From an individual stock perspective, the following names were key contributors:

•	Baozun, Inc. (a Chinese end-to-end e-commerce solutions provider) rose 241.60% and rallied significantly since May after the release of its first quarter 2017 results indicated its growth plans are progressing on schedule. Investor sentiment also improved after the Baozun, Inc. annual conference in May which provided investors with further insights into the management team’s current and future growth plans.
•	General Interface Solution Holding, Ltd. (a Taiwanese touchscreen producer) rose 209.68% as sentiment continued to improve as the company delivered results perceived as strong and an increasingly positive outlook. The stock has enjoyed a sustained rally and has continued to receive positive ratings from numerous research houses; despite the stock’s rally we continue to see further upside in the company’s valuation.
•	Autohome, Inc. (a Chinese online auto classifieds company) rose 125.56% with the majority of these gains achieved since the start of 2017. The rally began as numerous brokers upgraded their recommendations for the company ahead of its results announcement in March; when the results were released the company’s reported profit was materially higher than consensus expectations. Our thesis that their transition to a capital light model would be a strong positive for margins and future profitability was recognized by the market and the stock has produced a strong rally as a result.
The following names were key detractors:
•	Korea Kolmar Co., Ltd. (a Korean cosmetics manufacturer) (“Kolmar”) was down 26.99% due to continuing concerns over the political situation in Korea both domestically and in its relations with China impacting Kolmar’s sales revenue. Although the company delivered a strong earnings beat during February, highlighting the strength of their domestic business, investors remain concerned that second quarter 2017 earnings will miss expectations due to the reducing arrivals of Chinese tourists to Korea. Although our valuation discipline saw us reduce our holding at higher prices earlier in 2017, we retain our long-term conviction.
•	Shriram Transport Finance Co., Ltd. (an Indian commercial vehicle finance provider) fell 11.93% during the year, despite recovering from the share price fall experienced after India’s demonetization event. Investors have been concerned that the poor outlook for India’s rural economy will limit growth in loans and the company’s net interest margins. We believe this is a temporary period of tough operating conditions for the lender and are looking through this short-term volatility by maintaining conviction in the company’s long-term prospects.

www.brownadvisoryfunds.com

90

Brown Advisory – Macquarie Asia New Stars Fund

A Message to Our Shareholders

June 30, 2017

• St. Shine Optical Co., Ltd. (a Taiwanese contact lens manufacturer) fell 3.95% as concerns emerged over increasing industry competition, coupled with rising wage costs from new regulations. Investors worried that the company’s high profit margins might contract as a result.

We are optimistic that Asia has the potential to continue its path of stable growth, supported by more stimulatory fiscal policies as global monetary policy has taken on a more hawkish bias. Potential risks could emerge from external macro factors such as U.S. policies; however, the base case is for domestic growth to remain the key driver for Asian markets.

Sincerely,

John Bugg

Portfolio Manager

Sam Le Cornu

Portfolio Manager

Past performance is not a guarantee of future results.

Mutual fund investing involves risk. Principal loss is possible. The Fund may invest in foreign securities which involve political, economic and currency risks, greater volatility and differences in accounting methods. These risks are greater for investments in emerging markets. Derivatives may involve certain costs and risks such as liquidity, interest rate, market, credit, management, and the risk that a position could not be closed when most advantageous. Investing in derivatives could lose more than the amount invested. Investments in small and medium capitalization companies generally carry greater risk than is customarily associated with larger companies for various reasons such as narrower markets, limited financial resources and less liquid stock. The Fund may invest in ETFs, which may trade at a discount to the aggregate value of the underlying securities and although expense ratios for ETFs are generally low, frequent trading of ETFs by the Fund can generate brokerage expenses. In addition, the fund is susceptible to risks from investments in derivatives, private placements, REITs, and its investments in other investment companies.

Fund holdings and sector allocations are subject to change and should not be considered a recommendation to buy or sell any security. For a complete list of fund holdings, please refer to the Schedule of Investments provided in this report.

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

www.brownadvisoryfunds.com

91

Brown Advisory – Macquarie Asia New Stars Fund

Performance Information & Portfolio Holdings Summary

June 30, 2017

PORTFOLIO HOLDINGS	% of Net Assets
China	32.0%
South Korea	16.4%
India	15.5%
Taiwan	13.7%
Singapore	7.2%
Money Market Funds	5.7%
Philippines	3.6%
Thailand	2.4%
Indonesia	2.3%
Malaysia	2.2%
Other Assets and Liabilities	(1.0)%
	100.0%

GROWTH OF A $1,000,000 INVESTMENT

The following chart reflects the change in value of a hypothetical $1,000,000 investment, including reinvested dividends and distributions, in the Fund as measured against a broad-based securities market index. The MSCI Emerging Markets Small Cap Indexis a free float-adjusted market capitalization index that is designed to measure small cap equity market performance in the global emerging markets. The MSCI AC Asia ex Japan SMID Cap Index captures mid and small-cap representation across 2 of 3 Developed Markets (DM) countries (excluding Japan) and 8 Emerging Markets (EM) countries in Asia. With 2,001 constituents, the index covers approximately 28% of the free float-adjusted market capitalization in each country. The indexes are unmanaged and do not reflect the deduction of fees, such as investment management fees. Investors cannot invest directly in an index.

		Since Inception
Average Annual Total Return as of 6/30/17	One Year	(11/21/14)
Institutional Shares	7.52%	1.12%
Investor Shares	7.43%	0.97%
MSCI AC Asia ex Japan SMID Cap Index	18.05%	3.66%
MSCI Emerging Markets Small Cap Index*	17.03%	2.60%

	Institutional Shares	Investor Shares
Gross Expense Ratio1	1.54%	1.69%
Net Expense Ratio1	1.54%	1.69%

Past performance does not guarantee future results. The performance data quoted represents past performance and current returns may be lower or higher. The investment return and net asset value will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month end, please visit our website at brownadvisoryfunds.com/performance.html. The performance table and graph above do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. Performance data does not reflect the imposition of the redemption fee of 1.00% on shares redeemed within 14 days, and if it did, performance would have been lower. Short-term performance, in particular, is not a good indication of the Fund’s future performance, and an investment should not be made based solely on returns.

*	Effective May 1, 2017, the Fund discontinued the use of the MSCI Emerging Markets Small Cap Index and replaced it with the MSCI AC Asia ex Japan SMID Cap Index. The Fund believes that use of the MSCI AC Asia ex Japan SMID Cap Index provides a better comparative benchmark since it more appropriately reflects the securities in which the Fund may invest.
1	Per the Fund’s prospectus dated May 1, 2017. Refer to the financial highlights for the gross and net expense ratios for the year ended as of the date of this report. Please note that the expense ratios per the prospectus include acquired fund fees and expenses (as applicable) and the expense ratios in the financial highlights do not.

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92

Brown Advisory – Macquarie Asia New Stars Fund

Schedule of Investments

June 30, 2017

	Shares		Security Description	Value $
Common Stocks — 93.8%
China — 32.0%
		217,000	ASM Pacific Technology, Ltd.		2,927,923
		106,902	Autohome, Inc. ADR*		4,849,075
		70,000	China Biologic Products, Inc.*		7,917,000
		36,934	China Lodging Group, Ltd. ADR*		2,979,835
		2,421,000	China Medical System Holdings, Ltd.		4,186,068
		4,576,000	China State Construction
			International Holdings, Ltd.		7,829,943
		19,339,000	Guotai Junan International Holdings, Ltd.		5,995,564
		1,330,000	Haier Electronics Group Co., Ltd.		3,457,873
		1,228,000	Kingsoft Corp., Ltd.		3,196,669
		5,938,000	Lee & Man Paper Manufacturing, Ltd.		5,509,279
		6,960,500	Luye Pharma Group, Ltd.		3,815,899
		2,116,000	Melco International Development Ltd.		5,661,080
		3,350,000	Nine Dragons Paper Holdings, Ltd.		4,461,158
		188,200	Tarena International, Inc. ADR		3,370,662
		4,688,000	Zhejiang Expressway Co., Ltd.		6,123,700
		1,177,300	Zhuzhou CSR Times Electric Co., Ltd.		5,774,409
					78,056,137
India — 15.5%
		173,122	Apollo Hospitals Enterprise Ltd.		3,411,549
		570,135	Aurobindo Pharma Ltd.		6,034,239
		599,033	Castrol India Ltd.		3,748,065
		1,879,001	Power Grid Corp. of India, Ltd.		6,118,385
		475,508	Shriram Transport Finance Co., Ltd.		7,346,426
		416,900	Tata Chemicals Ltd.		3,913,482
		322,655	Yes Bank, Ltd.		7,299,304
					37,871,450
Indonesia — 2.3%
		5,306,600	PT Matahari Department Store Tbk		5,643,419
Malaysia — 2.2%
		3,417,400	CIMB Group Holdings Bhd		5,238,091
Philippines — 3.6%
		4,109,820	Metropolitan Bank & Trust Co.†		7,120,513
		912,030	Robinsons Retail Holdings, Inc.		1,570,893
					8,691,406
Singapore — 5.7%
		2,839,800	ComfortDelGro Corp., Ltd.		4,743,334
		1,329,500	Singapore Exchange, Ltd.		7,085,545
		349,100	UOL Group Ltd.		1,936,952
					13,765,831
South Korea — 16.4%
		13,672	CJ Korea Express Corp.*		2,157,416
		19,741	Com2uS Corp.		2,033,407
		289,621	Hanon Systems		2,608,365
		2,563	Hugel, Inc.*		1,253,170
		41,741	Hyundai Department Store Co., Ltd.		4,031,738
		102,779	Hyundai Engineering & Construction Co., Ltd.		4,140,575
		123,492	KB Financial Group, Inc.		6,235,141
		66,958	Korea Kolmar Co., Ltd.		4,224,005
		37,661	LG Innotek Co., Ltd.		5,433,182
		8,192	Loen Entertainment, Inc.		625,775
		57,000	Samsung Card Co., Ltd.		1,947,547
		3,730	Samsung SDI Co., Ltd.		559,961
		22,134	Yuhan Corp.		4,758,507
					40,008,789
Taiwan — 13.7%
		677,000	General Interface Solution Holding, Ltd.		5,006,900
		377,300	Gourmet Master Co., Ltd.		4,066,930
		2,289,000	Lite-On Technology Corp.		3,757,221
		545,000	PChome Online, Inc.		4,213,679
		2,626,000	Pou Chen Corp.		3,631,364
		161,000	St. Shine Optical Co., Ltd.		3,368,413
		881,000	Vanguard International Semiconductor Corp.		1,736,980
		7,777,000	Winbond Electronics Corp.		4,659,391
		1,236,000	Zhen Ding Technology Holding Ltd.		2,926,497
					33,367,375
Thailand — 2.4%
		2,115,200	Bangkok Airways PCL		1,145,263
		1,008,000	Central Plaza Hotel PCL		1,126,878
		1,315,121	Major Cineplex Group PCL		1,306,087
		3,519,300	Tipco Asphalt PCL		2,340,323
					5,918,551
Total Common Stocks (Cost $217,611,700)					228,561,049
Real Estate Investment Trusts — 1.5%
Singapore — 1.5%
		4,452,100	Mapletree Greater China Commercial Trust		3,491,510
Total Real Estate Investment Trusts (Cost $3,000,507)					3,491,510
Short-Term Investments — 5.7%
Money Market Funds — 5.7%
		13,984,799	Cash Account Trust — Government
			& Agency Securities Portfolio —
			Institutional Shares, 0.88%#		13,984,799
Total Short-Term Investments (Cost $13,984,799)					13,984,799
Total Investments — 101.0% (Cost $234,597,006)					246,037,358
Liabilities in Excess of Other Assets — (1.0)%					(2,390,273	)
NET ASSETS — 100.0%				$	243,647,085

ADR — American Depositary Receipt

*	Non-Income Producing
†	All or a portion of this security is considered illiquid. At June 30, 2017, the total market value of securities considered illiquid was $2,589,277 or 1.1% of net assets.
#	Annualized seven-day yield as of June 30, 2017.

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

www.brownadvisoryfunds.com

93

Statements of Assets and Liabilities

June 30, 2017

	BROWN			BROWN			BROWN		BROWN
	ADVISORY			ADVISORY			ADVISORY		ADVISORY
	GROWTH			FLEXIBLE			EQUITY		SUSTAINABLE
	EQUITY			EQUITY			INCOME		GROWTH
	FUND			FUND			FUND		FUND
ASSETS
Investments:
Total investments, at cost	$	1,153,132,236		$	291,323,361		$	76,973,541	$	302,011,087
Net unrealized appreciation (depreciation)		613,227,587			126,203,418			37,008,639		127,574,140
Total investments, at market value		1,766,359,823			417,526,779			113,982,180		429,585,227
Receivables:
Investments sold		8,800,126			—			—		—
Fund shares sold		1,427,810			308,124			51,429		744,585
Interest and dividends		625,363			133,331			341,615		214,320
Prepaid expenses and other assets		93,150			37,393			39,614		63,661
Total Assets		1,777,306,272			418,005,627			114,414,838		430,607,793
LIABILITIES
Payables:
Investments purchased		8,728,858			—			—		—
Fund shares redeemed		838,442			57,308			40,360		51,946
Distribution to shareholders		—			—			373,687		—
Due to custodian		—			5,435			—		—
Accrued Liabilities:
Investment advisory fees		881,975			205,912			56,550		212,716
Service fees		185,938			39,044			10,490		25,889
Administration, accounting and transfer agent fees		54,088			11,679			3,603		12,065
Business management fees		73,498			17,159			4,712		17,726
Trustee fees		11,307			2,656			727		2,721
Distribution fees		7,095			3,774			1,510		105,197
Professional fees		26,554			21,429			20,079		21,367
Custody fees		9,700			2,310			684		2,280
Other liabilities		35,031			5,507			3,352		12,700
Total Liabilities		10,852,486			372,213			515,754		464,607
NET ASSETS	$	1,766,453,786		$	417,633,414		$	113,899,084	$	430,143,186
COMPONENTS OF NET ASSETS
Paid-in capital	$	1,043,545,603		$	291,682,608		$	72,800,862	$	294,816,360
Undistributed (Accumulated) net investment income (loss)		(848,321	)		1,031,757			67,756		(468,926	)
Accumulated net realized gain (loss)		110,528,917			(1,284,458	)		4,021,827		8,221,612
Unrealized appreciation (depreciation) on investments		613,227,587			126,203,418			37,008,639		127,574,140
Unrealized appreciation (depreciation) on foreign receivables		—			89			—		—
NET ASSETS	$	1,766,453,786		$	417,633,414		$	113,899,084	$	430,143,186
COMPUTATION OF NET ASSET VALUE
Institutional Shares:
Net assets	$	276,592,201		$	101,430,908		$	29,586,828	$	221,176,877
Shares outstanding (unlimited shares authorized)		13,805,798			5,473,202			2,143,880		11,679,129
Net asset value per share	$	20.03		$	18.53		$	13.80	$	18.94
Investor Shares:
Net assets	$	1,484,382,957		$	310,360,116		$	81,890,445	$	36,954,378
Shares outstanding (unlimited shares authorized)		74,630,788			16,778,774			5,935,273		1,967,980
Net asset value per share	$	19.89		$	18.50		$	13.80	$	18.78
Advisor Shares:
Net assets	$	5,478,628		$	5,842,390		$	2,421,811	$	172,011,931
Shares outstanding (unlimited shares authorized)		287,799			315,770			175,806		9,276,805
Net asset value per share	$	19.04		$	18.50		$	13.78	$	18.54

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

www.brownadvisoryfunds.com

94

Statements of Assets and Liabilities

June 30, 2017

	BROWN			BROWN		BROWN			BROWN
	ADVISORY			ADVISORY		ADVISORY			ADVISORY
	SMALL-CAP			SMALL-CAP		GLOBAL			INTERMEDIATE
	GROWTH			FUNDAMENTAL		LEADERS			INCOME
	FUND			VALUE FUND		FUND			FUND
ASSETS
Investments:
Total investments – unaffiliated, at cost	$	403,207,256		$	923,393,182	$	31,940,855		$	104,336,993
Total investments – affiliated, at cost (Note 3)		—			—		—			30,238,441
Total cost of investments		403,207,256			923,393,182		31,940,855			134,575,434
Net unrealized appreciation (depreciation) – unaffiliated		129,845,385			279,176,976		7,249,811			273,122
Net unrealized appreciation (depreciation) – affiliated (Note 3)		—			—		—			(675,926	)
Total unrealized appreciation (depreciation)		129,845,385			279,176,976		7,249,811			(402,804	)
Total investments – unaffiliated, at market value		533,052,641			1,202,570,158		39,190,666			104,610,115
Total investments – affiliated, at market value (Note 3)		—			—		—			29,562,515
Total investments, at market value		533,052,641			1,202,570,158		39,190,666			134,172,630
Foreign currency (Cost of $—, $—, $766,567 and $—, respectively)		—			—		769,505			—
Receivables:
Investments sold		—			—		—			1,390,207
Fund shares sold		5,327,980			2,698,620		—			52,521
Interest and dividends		154,686			2,609,172		67,772			701,985
Prepaid expenses and other assets		65,907			62,285		26,230			34,331
Total Assets		538,601,214			1,207,940,235		40,054,173			136,351,674
LIABILITIES
Payables:
Investments purchased		4,261,167			6,140,278		656,860			—
Fund shares redeemed		160,427			369,322		—			64,964
Distribution to shareholders		—			—		—			177,703
Accrued Liabilities:
Investment advisory fees, net		367,867			828,252		10,823			26,846
Distribution fees		20,701			16,167		—			2,690
Service fees		44,873			104,831		4,819			5,696
Administration, accounting and transfer agent fees		14,800			38,021		1,482			5,401
Professional fees		21,688			24,611		19,701			20,160
Business management fees		21,639			48,721		1,606			5,696
Trustee fees		3,329			7,589		247			893
Custodian fees		3,600			6,700		2,400			1,168
Other liabilities		29,026			27,232		2,462			2,001
Total Liabilities		4,949,117			7,611,724		700,400			313,218
NET ASSETS	$	533,652,097		$	1,200,328,511	$	39,353,773		$	136,038,456
COMPONENTS OF NET ASSETS
Paid-in capital	$	401,967,770		$	889,280,956	$	33,752,284		$	136,718,138
Undistributed (Accumulated) net investment income (loss)		(1,466,067	)		4,459,274		36,421			(169,025	)
Accumulated net realized gain (loss)		3,305,009			27,411,305		(1,687,868	)		(107,853	)
Unrealized appreciation (depreciation) on investments		129,845,385			279,176,976		7,249,811			(402,804	)
Unrealized appreciation (depreciation) on foreign currency/receivables		—			—		3,125			—
NET ASSETS	$	533,652,097		$	1,200,328,511	$	39,353,773		$	136,038,456
COMPUTATION OF NET ASSET VALUE
Institutional Shares:
Net assets	$	165,614,921		$	341,037,756	$	—		$	—
Shares outstanding (unlimited shares authorized)		4,711,644			12,579,446		—			—
Net asset value per share	$	35.15		$	27.11	$	—		$	—
Investor Shares:
Net assets	$	335,184,941		$	834,316,594	$	39,353,773		$	131,940,619
Shares outstanding (unlimited shares authorized)		19,032,765			30,809,471		3,423,260			12,450,095
Net asset value per share	$	17.61		$	27.08	$	11.50		$	10.60
Advisor Shares:
Net assets	$	32,852,235		$	24,974,161	$	—		$	4,097,837
Shares outstanding (unlimited shares authorized)		1,949,262			926,736		—			394,783
Net asset value per share	$	16.85		$	26.95	$	—		$	10.38

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

www.brownadvisoryfunds.com

95

Statements of Assets and Liabilities

June 30, 2017

	BROWN			BROWN
	ADVISORY			ADVISORY
	TOTAL			STRATEGIC
	RETURN			BOND
	FUND			FUND
ASSETS
Investments:
Total investments, at cost	$	121,378,485		$	128,096,908
Net unrealized appreciation (depreciation)		243,376			544,775
Total investments, at market value		121,621,861			128,641,683
Deposit at broker		1,097,058			246,016
Gross unrealized appreciation – futures contracts (Note 7)		139,328			26,072
Receivables:
Investments sold		1,213,975			530,834
Fund shares sold		895,003			317,427
Interest and dividends		676,393			706,378
Prepaid expenses and other assets		27,791			28,041
Total Assets		125,671,409			130,496,451
LIABILITIES
Gross unrealized depreciation – futures contracts (Note 7)		5,718			—
Payables:
Investments purchased		15,063,800			15,289,596
Fund shares redeemed		13,676			19,451
Distribution to shareholders		168,922			203,726
Accrued Liabilities:
Investment advisory fees, net		26,773			36,347
Administration, accounting and transfer agent fees		6,474			7,145
Service fees		117			4,638
Business management fees		4,462			4,638
Custodian fees		1,256			1,800
Trustee fees		691			722
Professional fees		20,059			19,913
Distribution fees		—			177
Other liabilities		5,977			8,532
Total Liabilities		15,317,925			15,596,685
NET ASSETS	$	110,353,484		$	114,899,766
COMPONENTS OF NET ASSETS
Paid-in capital	$	110,601,461		$	117,475,238
Undistributed (Accumulated) net investment income (loss)		4,229			(67,975	)
Accumulated net realized gain (loss)		(629,192	)		(3,078,344	)
Unrealized appreciation (depreciation) on investments		243,376			544,775
Unrealized appreciation (depreciation) on futures contracts (Note 7)		133,610			26,072
NET ASSETS	$	110,353,484		$	114,899,766
COMPUTATION OF NET ASSET VALUE
Institutional Shares:
Net assets	$	107,685,545		$	—
Shares outstanding (unlimited shares authorized)		10,772,007			—
Net asset value per share	$	10.00		$	—
Investor Shares:
Net assets	$	2,667,939		$	114,651,301
Shares outstanding (unlimited shares authorized)		266,863			11,935,64
Net asset value per share	$	10.00		$	9.61
Advisor Shares:
Net assets	$	—		$	248,465
Shares outstanding (unlimited shares authorized)		—			25,852
Net asset value per share	$	—		$	9.61

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

www.brownadvisoryfunds.com

96

Statements of Assets and Liabilities

June 30, 2017

	BROWN			BROWN			BROWN
	ADVISORY			ADVISORY			ADVISORY
	MARYLAND			TAX EXEMPT			MORTGAGE
	BOND			BOND			SECURITIES
	FUND			FUND			FUND
ASSETS
Investments:
Total investments, at cost	$	178,068,874		$	255,145,593		$	469,014,592
Net unrealized appreciation (depreciation)		1,334,458			(216,243	)		(1,720,226	)
Total investments, at market value		179,403,332			254,929,350			467,294,366
Deposit at broker		—			—			3,200,305
Gross unrealized appreciation – futures contracts (Note 7)		—			—			—
Receivables:
Investments sold		—			—			16,746,002
Fund shares sold		89,549			379,220			—
Interest and dividends		2,435,278			3,391,955			1,361,001
Prepaid expenses and other assets		7,886			29,944			40,516
Total Assets		181,936,045			258,730,469			488,642,190
LIABILITIES
Gross unrealized depreciation – futures contracts (Note 7)		—			—			78,219
Payables:
Investments purchased		—			—			144,407,172
Fund shares redeemed		65,626			485,671			34,056
Distribution to shareholders		258,950			518,323			519,867
Accrued Liabilities:
Investment advisory fees		44,846			63,490			86,205
Administration, accounting and transfer agent fees		6,762			10,023			25,481
Service fees		7,474			10,582			29
Business management fees		7,474			10,582			14,368
Custodian fees		950			1,500			7,602
Trustee fees		1,154			1,637			2,233
Professional fees		20,342			20,556			20,853
Other liabilities		4,100			5,964			2,920
Total Liabilities		417,678			1,128,328			145,199,005
NET ASSETS	$	181,518,367		$	257,602,141		$	343,443,185
COMPONENTS OF NET ASSETS
Paid-in capital	$	180,591,681		$	260,230,551		$	351,850,995
Undistributed (Accumulated) net investment income (loss)		60			(116	)		18,945
Accumulated net realized gain (loss)		(407,832	)		(2,412,051	)		(6,628,310	)
Unrealized appreciation (depreciation) on investments		1,334,458			(216,243	)		(1,720,226	)
Unrealized appreciation (depreciation) on futures contracts (Note 7)		—			—			(78,219	)
NET ASSETS	$	181,518,367		$	257,602,141		$	343,443,185
COMPUTATION OF NET ASSET VALUE
Institutional Shares:
Net assets	$	—		$	—		$	342,705,176
Shares outstanding (unlimited shares authorized)		—			—			34,721,588
Net asset value per share	$	—		$	—		$	9.87
Investor Shares:
Net assets	$	181,518,367		$	257,602,141		$	738,009
Shares outstanding (unlimited shares authorized)		17,087,761			25,921,279			74,738
Net asset value per share	$	10.62		$	9.94		$	9.87
Advisor Shares:
Net assets	$	—		$	—		$	—
Shares outstanding (unlimited shares authorized)		—			—			—
Net asset value per share	$	—		$	—		$	—

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

www.brownadvisoryfunds.com

97

Statements of Assets and Liabilities

June 30, 2017

	BROWN			BROWN			BROWN			BROWN
	ADVISORY –			ADVISORY –			ADVISORY –			ADVISORY –
	WMC			WMC			SOMERSET			MACQUARIE
	STRATEGIC			JAPAN ALPHA			EMERGING			ASIA
	EUROPEAN			OPPORTUNITIES			MARKETS			NEW STARS
	EQUITY FUND			FUND			FUND			FUND
ASSETS
Investments:
Total investments, at cost	$	981,676,036		$	805,128,665		$	502,276,686		$	234,597,006
Net unrealized appreciation (depreciation)		207,750,089			185,704,753			88,020,941			11,440,352
Total investments, at market value		1,189,426,125			990,833,418			590,297,627			246,037,358
Foreign currency (Cost of $618,619, $19, $70,252 and $—, respectively)		617,768			19			70,279			—
Deposit at broker		—			1,229,174			—			—
Gross unrealized appreciation on futures contracts (Note 7)		—			237,156			—			—
Receivables:
Investments sold		3,158,065			6,796,335			248,357			56,755
Fund shares sold		1,744,902			1,223,779			844,658			476,846
Interest and dividends		3,691,542			1,810,291			1,190,041			439,859
Prepaid expenses and other assets		87,305			76,045			62,193			34,685
Total Assets		1,198,725,707			1,002,206,217			592,713,155			247,045,503
LIABILITIES
Gross unrealized depreciation on futures contracts (Note 7)		—			—			—			—
Payables:
Investments purchased		2,072,974			11,296,342			214,807			2,745,781
Fund shares redeemed		754,942			685,960			597,920			309,600
Variation margin due to broker (Note 7)		—			330,773			—			—
Accrued Liabilities:
Investment advisory fees		885,399			808,927			433,523			248,443
Administration, accounting and transfer agent fees		33,804			18,841			17,281			9,779
Custodian fees		60,400			95,000			126,370			48,000
Business management fees		49,189			40,446			24,085			9,938
Distribution fees		3,851			245			152			—
Professional fees		24,409			23,438			22,307			20,499
Trustee fees		7,561			9,264			3,729			1,532
Service fees		1,990			392			22,655			447
Other liabilities		232,601			40,976			3,948			4,399
Total Liabilities		4,127,120			13,350,604			1,466,777			3,398,418
NET ASSETS	$	1,194,598,587		$	988,855,613		$	591,246,378		$	243,647,085
COMPONENTS OF NET ASSETS
Paid-in capital	$	1,025,954,695		$	763,293,575		$	550,713,008		$	255,648,358
Undistributed (Accumulated) net investment income (loss)		11,692,431			(16,075,640	)		4,336,702			393,440
Accumulated net realized gain (loss)		(50,868,927	)		55,722,454			(51,828,112	)		(23,834,919	)
Unrealized appreciation (depreciation) on investments		207,750,089			185,704,753			88,020,941			11,440,352
Unrealized appreciation (depreciation) on futures contracts (Note 7)		—			237,156			—			—
Unrealized appreciation (depreciation) on foreign currency/receivables		70,299			(26,685	)		3,839			(146	)
NET ASSETS	$	1,194,598,587		$	988,855,613		$	591,246,378		$	243,647,085
COMPUTATION OF NET ASSET VALUE
Institutional Shares:
Net assets	$	1,176,491,946		$	985,653,855		$	407,616,318		$	239,812,053
Shares outstanding (unlimited shares authorized)		97,621,435			90,489,032			40,070,827			24,295,215
Net asset value per share	$	12.05		$	10.89		$	10.17		$	9.87
Investor Shares:
Net assets	$	7,366,665		$	2,813,926		$	183,377,537		$	3,835,032
Shares outstanding (unlimited shares authorized)		611,373			259,292			18,067,846			390,060
Net asset value per share	$	12.05		$	10.85		$	10.15		$	9.83
Advisor Shares:
Net assets	$	10,739,976		$	387,832		$	252,523		$	—
Shares outstanding (unlimited shares authorized)		896,477			35,930			24,787			—
Net asset value per share	$	11.98		$	10.79		$	10.19		$	—

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

www.brownadvisoryfunds.com

98

Statements of Operations

For the Year Ended June 30, 2017

	BROWN			BROWN			BROWN			BROWN
	ADVISORY			ADVISORY			ADVISORY			ADVISORY
	GROWTH			FLEXIBLE			EQUITY			SUSTAINABLE
	EQUITY			EQUITY			INCOME			GROWTH
	FUND			FUND			FUND			FUND
INVESTMENT INCOME
Dividend income	$	10,466,875		$	5,075,036		$	3,223,590		$	2,354,705
Less: foreign income taxes withheld		—			(63,553	)		(48,575	)		(3,830	)
Interest Income		263,230			67,909			22,575			69,787
Total investment income		10,730,105			5,079,392			3,197,590			2,420,662
EXPENSES
Investment advisory fees (Note 3)		11,500,341			2,270,403			709,776			2,283,572
Service fees – Investor Shares (Note 3)		2,439,741			477,401			148,469			46,926
Service fees – Advisor Shares (Note 3)		39,272			10,636			4,359			278,169
Business management fees		958,362			189,200			59,148			190,298
Administration, accounting and transfer agent fees		679,188			133,899			43,289			139,387
Miscellaneous expenses		207,582			34,768			15,984			49,961
Professional fees		132,057			41,851			27,063			41,987
Trustee fees		77,252			15,781			4,838			16,591
Distribution fees – Advisor Shares (Note 3)		65,454			17,727			7,265			463,616
Custodian fees		61,245			13,239			4,371			13,420
Registration fees		83,827			70,559			39,248			54,292
Insurance fees		44,441			7,436			2,533			6,670
Interest expense on line of credit (Note 8)		—			—			1,042			31
Total Expenses		16,288,762			3,282,900			1,067,385			3,584,920
NET INVESTMENT INCOME (LOSS)		(5,558,657	)		1,796,492			2,130,205			(1,164,258	)
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on investments		237,349,413			9,225,463			7,663,911			19,653,792
Net change in unrealized appreciation (depreciation) on:
Investments		2,508,322			65,792,441			4,432,257			45,736,422
Foreign receivables		—			452			—			—
Net change in unrealized appreciation (depreciation)		2,508,322			65,792,893			4,432,257			45,736,422
NET REALIZED AND UNREALIZED GAIN (LOSS)		239,857,735			75,018,356			12,096,168			65,390,214
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	234,299,078		$	76,814,848		$	14,226,373		$	64,225,956

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

www.brownadvisoryfunds.com

99

Statements of Operations

For the Year Ended June 30, 2017

	BROWN			BROWN		BROWN			BROWN
	ADVISORY			ADVISORY		ADVISORY			ADVISORY
	SMALL-CAP			SMALL-CAP		GLOBAL			INTERMEDIATE
	GROWTH			FUNDAMENTAL		LEADERS			INCOME
	FUND			VALUE FUND		FUND			FUND
INVESTMENT INCOME
Dividend income – unaffiliated	$	1,938,642		$	18,257,976	$	413,390		$	—
Dividend income – affiliated (Note 3)		—			—		—			577,759
Less: foreign income taxes withheld		(24,894	)		—		(25,047	)		—
Interest Income		176,144			265,585		6,134			2,768,364
Total investment income		2,089,892			18,523,561		394,477			3,346,123
EXPENSES
Investment advisory fees (Note 3)		3,590,288			9,536,618		207,528			431,655
Distribution fees – Advisor Shares (Note 3)		68,154			107,066		—			18,942
Service fees – Investor Shares (Note 3)		455,275			1,223,817		47,891			68,154
Service fees – Advisor Shares (Note 3)		40,892			64,240		—			3,788
Business management fees		211,193			560,978		15,964			71,942
Administration, accounting and transfer agent fees		152,852			406,087		14,808			68,720
Registration fees		64,040			73,979		23,266			30,199
Miscellaneous expenses		42,207			127,963		16,449			14,896
Professional fees		43,992			84,383		21,455			28,002
Trustee fees		19,744			47,743		1,452			6,027
Custodian fees		20,727			38,459		21,123			7,071
Insurance fees		5,785			19,405		464			2,960
Total Expenses		4,715,149			12,290,738		370,400			752,356
Expenses waived by adviser – expense cap (Note 3)		—			—		(99,017	)		—
Expenses waived by adviser – investments in affiliates (Note 3)		—			—		—			(85,190	)
Net Expenses		4,715,149			12,290,738		271,383			667,166
NET INVESTMENT INCOME (LOSS)		(2,625,257	)		6,232,823		123,094			2,678,957
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments – unaffiliated		12,097,018			33,184,360		(697,183	)		950,349
Investments – affiliated (Note 3)		—			—		—			28,260
Capital gain distribution from other RIC – affiliated (Note 3)		—			—		—			179,865
Capital gain distribution from other RIC – unaffiliated		—			—		—			27
Net realized gain (loss)		12,097,018			33,184,360		(697,183	)		1,158,501
Net change in unrealized appreciation (depreciation) on:
Investments – unaffiliated		51,670,727			158,498,930		6,294,578			(2,525,186	)
Investments – affiliated (Note 3)		—			—		—			(862,429	)
Foreign currency and / or receivables		—			—		4,147			—
Net change in unrealized appreciation (depreciation)		51,670,727			158,498,930		6,298,725			(3,387,615	)
NET REALIZED AND UNREALIZED GAIN (LOSS)		63,767,745			191,683,290		5,601,542			(2,229,114	)
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	61,142,488		$	197,916,113	$	5,724,636		$	449,843

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

www.brownadvisoryfunds.com

100

Statements of Operations

For the Year Ended June 30, 2017

	BROWN			BROWN
	ADVISORY			ADVISORY
	TOTAL			STRATEGIC
	RETURN			BOND
	FUND			FUND
INVESTMENT INCOME
Dividend income	$	19,515		$	161,378
Interest Income		2,778,184			1,908,655
Total investment income		2,797,699			2,070,033
EXPENSES
Investment advisory fees (Note 3)		292,678			267,852
Service fees – Investor Shares (Note 3)		1,640			33,148
Service fees – Advisor Shares (Note 3)		—			334
Business management fees		48,780			33,481
Administration, accounting and transfer agent fees		72,841			71,673
Professional fees		25,343			23,388
Miscellaneous expenses		11,441			8,288
Trustee fees		4,376			3,131
Registration fees		31,644			34,556
Custody fees		7,297			7,244
Insurance fees		1,626			796
Distribution fees – Advisor Shares (Note 3)		—			1,678
Total Expenses		497,666			485,569
Expenses waived by adviser – expense cap (Note 3)		—			(15,150	)
Net Expenses		497,666			470,419
NET INVESTMENT INCOME (LOSS)		2,300,033			1,599,614
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments		802,167			260,509
Capital gain distribution from other RIC		28			885
Futures contracts (Note 7)		(568,625	)		(50,681	)
Net realized gain (loss)		233,570			210,713
Net change in unrealized appreciation (depreciation) on:
Investments		(859,441	)		519,342
Futures contracts (Note 7)		(600,333	)		204,382
Net change in unrealized appreciation (depreciation)		(1,459,774	)		723,724
NET REALIZED AND UNREALIZED GAIN (LOSS)		(1,226,204	)		934,437
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	1,073,829		$	2,534,051

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

www.brownadvisoryfunds.com

101

Statements of Operations

For the Year Ended June 30, 2017

	BROWN			BROWN			BROWN
	ADVISORY			ADVISORY			ADVISORY
	MARYLAND			TAX EXEMPT			MORTGAGE
	BOND			BOND			SECURITIES
	FUND			FUND			FUND
INVESTMENT INCOME
Dividend income	$	—		$	—		$	21,797
Interest Income		4,654,072			8,319,270			7,427,049
Total investment income		4,654,072			8,319,270			7,448,846
EXPENSES
Investment advisory fees (Note 3)		531,897			741,501			1,124,190
Service fees – Investor Shares (Note 3)		88,649			123,584			474
Business management fees		88,649			123,584			187,365
Administration, accounting and transfer agent fees		81,950			115,358			257,673
Professional fees		30,001			33,947			41,442
Miscellaneous expenses		17,726			19,522			29,996
Trustee fees		7,703			10,791			16,196
Registration fees		4,437			26,085			31,097
Custody fees		5,399			8,204			36,187
Insurance fees		3,539			4,487			7,410
Total Expenses		859,950			1,207,063			1,732,030
NET INVESTMENT INCOME (LOSS)		3,794,122			7,112,207			5,716,816
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments		(80,267	)		(1,333,785	)		(2,948,862	)
Capital gain distribution from other RIC		49			4			182
Securities sold short		—			—			(37,031	)
Net realized gain (loss)		(80,218	)		(1,333,781	)		(2,985,711	)
Net change in unrealized appreciation (depreciation) on:
Investments		(4,730,549	)		(6,441,873	)		(5,439,462	)
Securities sold short		—			—			58,307
Futures contracts (Note 7)		—			—			(78,219	)
Net change in unrealized appreciation (depreciation)		(4,730,549	)		(6,441,873	)		(5,459,374	)
NET REALIZED AND UNREALIZED GAIN (LOSS)		(4,810,767	)		(7,775,654	)		(8,445,085	)
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	(1,016,645	)	$	(663,447	)	$	(2,728,269	)

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

www.brownadvisoryfunds.com

102

Statements of Operations

For the Year Ended June 30, 2017

	BROWN			BROWN			BROWN			BROWN
	ADVISORY –			ADVISORY –			ADVISORY –			ADVISORY –
	WMC			WMC			SOMERSET			MACQUARIE
	STRATEGIC			JAPAN ALPHA			EMERGING			ASIA
	EUROPEAN			OPPORTUNITIES			MARKETS			NEW STARS
	EQUITY FUND			FUND			FUND			FUND
INVESTMENT INCOME
Dividend income	$	25,429,357		$	32,510,641		$	15,288,384		$	4,151,859
Less: foreign income taxes withheld		(2,081,428	)		(3,250,621	)		(1,756,570	)		(399,474	)
Interest Income		55,863			385,363			79,347			48,732
Total investment income		23,403,792			29,645,383			13,611,161			3,801,117
EXPENSES
Investment advisory fees (Note 3)		9,618,453			15,211,692			4,942,290			2,629,308
Business management fees		534,358			760,585			274,572			105,172
Administration, accounting and transfer agent fees		385,950			562,587			203,044			86,309
Custodian fees		334,340			462,468			765,104			285,896
Miscellaneous expenses		558,455			178,791			59,529			49,949
Registration fees		101,161			63,259			84,628			33,558
Professional fees		82,405			104,706			52,042			61,759
Trustee fees		45,398			67,381			24,218			9,139
Service fees — Investor Shares (Note 3)		13,939			2,708			289,441			6,842
Service fees — Advisor Shares (Note 3)		3,377			813			375			—
Insurance fees		22,008			2,729			9,728			4,306
Distribution fees — Advisor Shares (Note 3)		5,628			1,355			625			—
Interest expense on line of credit (Note 8)		80			22,173			—			1,200
Total Expenses		11,705,552			17,441,247			6,705,596			3,273,438
NET INVESTMENT INCOME (LOSS)		11,698,240			12,204,136			6,905,565			527,679
NET REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) on:
Investments		273,046			204,677,895			(22,275,180	)		15,821,651
Less: foreign capital gains taxes paid		—			—			—			(1,058,074	)
Forward foreign currency contracts (Note 6)		—			(11,565,713	)		—			—
Futures contracts (Note 7)		—			9,432,515			—			—
Net realized gain (loss)		273,046			202,544,697			(22,275,180	)		14,763,577
Net change in unrealized appreciation (depreciation) on:
Investments		212,967,325			129,822,252			107,801,812			(719,213	)
Forward foreign currency contracts (Note 6)		—			(10,962,063	)		—			—
Futures contracts (Note 7)		—			237,156			—			—
Foreign currency and / or receivables		164,300			(497,508	)		45,326			(1,300	)
Net change in unrealized appreciation (depreciation)		213,131,625			118,599,837			107,847,138			(720,513	)
NET REALIZED AND UNREALIZED GAIN (LOSS)		213,404,671			321,144,534			85,571,958			14,043,064
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS	$	225,102,911		$	333,348,670		$	92,477,523		$	14,570,743

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

www.brownadvisoryfunds.com

103

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	GROWTH EQUITY FUND						FLEXIBLE EQUITY FUND
	Fiscal			Fiscal			Fiscal			Fiscal
	Year Ended			Year Ended			Year Ended			Year Ended
	June 30,			June 30,			June 30,			June 30,
	2017			2016			2017			2016
OPERATIONS
Net investment income (loss)	$	(5,558,657	)	$	(5,874,397	)	$	1,796,492		$	1,712,215
Net realized gain (loss)		237,349,413			124,211,432			9,225,463			(9,574,851	)
Net change in unrealized appreciation (depreciation)		2,508,322			(111,591,843	)		65,792,893			(2,732,202	)
Increase (Decrease) in Net Assets from Operations		234,299,078			6,745,192			76,814,848			(10,594,838	)
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income:
Institutional Shares		—			—			(296,958	)		(118,078	)
Investor Shares		—			—			(1,264,674	)		(1,585,339	)
Advisor Shares		—			—			(11,536	)		(24,797	)
Net realized gain:
Institutional Shares		(21,177,151	)		(16,080,264	)		—			—
Investor Shares		(123,877,317	)		(130,457,394	)		—			—
Advisor Shares		(2,370,151	)		(2,441,644	)		—			—
Total Distributions to Shareholders		(147,424,619	)		(148,979,302	)		(1,573,168	)		(1,728,214	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		119,319,112			44,809,830			81,914,255			23,904,540
Investor Shares		211,845,143			276,195,465			32,256,785			124,130,337
Advisor Shares		2,984,886			3,660,338			541,315			995,241
Reinvestment of distributions:
Institutional Shares		17,528,304			13,324,395			116,213			7
Investor Shares		116,018,940			117,886,614			330,267			528,062
Advisor Shares		2,309,631			2,377,708			10,376			22,944
Redemption of shares:
Institutional Shares		(126,100,789	)		(49,170,983	)		(16,178,545	)		(3,463,636	)
Investor Shares		(834,155,207	)		(495,565,323	)		(133,656,620	)		(75,680,003	)
Advisor Shares		(33,588,840	)		(14,878,919	)		(4,314,983	)		(4,826,465	)
Redemption fees:
Institutional Shares		8			—			456			—
Investor Shares		522			2,208			904			64
Advisor Shares		671			7			6			198
Shares issued in connection with the acquisition of
the Brown Advisory Value Equity Fund (Note 9):
Institutional Shares		N/A			N/A			1,202,936			N/A
Investor Shares		N/A			N/A			41,538,801			N/A
Advisor Shares		N/A			N/A			992,710			N/A
Increase (Decrease) from Capital Share Transactions		(523,837,619	)		(101,358,660	)		4,754,876			65,611,289
Increase (Decrease) in Net Assets		(436,963,160	)		(243,592,770	)		79,996,556			53,288,237
NET ASSETS
Beginning of period		2,203,416,946			2,447,009,716			337,636,858			284,348,621
End of period	$	1,766,453,786		$	2,203,416,946		$	417,633,414		$	337,636,858
Undistributed (Accumulated) net investment income (loss)	$	(848,321	)	$	(2,889,959	)	$	1,031,757		$	808,933
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		6,213,516			2,313,362			4,821,892			1,546,649
Investor Shares		11,129,360			14,288,981			1,894,148			8,303,092
Advisor Shares		166,276			193,783			31,755			65,238
Reinvestment of distributions:
Institutional Shares		998,195			691,458			7,005			—
Investor Shares		6,652,462			6,143,127			19,920			33,720
Advisor Shares		138,218			128,525			625			1,464
Redemption of shares:
Institutional Shares		(6,642,253	)		(2,512,389	)		(1,013,033	)		(228,251	)
Investor Shares		(43,687,505	)		(25,683,769	)		(7,908,695	)		(4,974,758	)
Advisor Shares		(1,831,432	)		(782,405	)		(250,475	)		(319,551	)
Shares issued in connection with the acquisition of
the Brown Advisory Value Equity Fund (Note 9):
Institutional Shares		N/A			N/A			72,612			N/A
Investor Shares		N/A			N/A			2,509,981			N/A
Advisor Shares		N/A			N/A			59,882			N/A
Increase (Decrease) in shares outstanding		(26,863,163	)		(5,219,327	)		245,617			4,427,603

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

www.brownadvisoryfunds.com

104

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	EQUITY INCOME FUND						SUSTAINABLE GROWTH FUND
	Fiscal			Fiscal			Fiscal			Fiscal
	Year Ended			Year Ended			Year Ended			Year Ended
	June 30,			June 30,			June 30,			June 30,
	2017			2016			2017			2016
OPERATIONS
Net investment income (loss)	$	2,130,205		$	3,368,205		$	(1,164,258	)	$	(1,102,504	)
Net realized gain (loss)		7,663,911			1,228,571			19,653,792			3,885,315
Net change in unrealized appreciation (depreciation)		4,432,257			(6,886,953	)		45,736,422			15,334,723
Increase (Decrease) in Net Assets from Operations		14,226,373			(2,290,177	)		64,225,956			18,117,534
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income:
Institutional Shares		(300,565	)		(365,732	)		—			—
Investor Shares		(1,754,976	)		(2,950,606	)		—			—
Advisor Shares		(45,555	)		(53,866	)		—			—
Net realized gain:
Institutional Shares		(408,109	)		(188,209	)		(1,045,872	)		(3,716,752	)
Investor Shares		(3,601,920	)		(1,567,845	)		(198,697	)		(732,739	)
Advisor Shares		(110,477	)		(29,616	)		(1,263,054	)		(9,527,402	)
Total Distributions to Shareholders		(6,221,602	)		(5,155,874	)		(2,507,623	)		(13,976,893	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		30,529,529			1,263,000			100,732,392			65,254,532
Investor Shares		5,936,447			10,269,026			28,660,628			20,556,459
Advisor Shares		4,735			77,650			31,487,091			103,143,267
Reinvestment of distributions:
Institutional Shares		533,195			436,376			743,538			2,354,247
Investor Shares		2,223,909			1,429,730			175,109			538,649
Advisor Shares		145,768			72,240			1,188,453			8,931,717
Redemption of shares:
Institutional Shares		(16,718,684	)		(5,375,406	)		(29,877,900	)		(16,564,900	)
Investor Shares		(44,793,123	)		(75,816,836	)		(22,743,144	)		(7,069,856	)
Advisor Shares		(903,287	)		(257,266	)		(91,353,897	)		(48,279,652	)
Redemption fees:
Institutional Shares		—			—			201			1
Investor Shares		—			—			1,047			341
Advisor Shares		1			—			370			885
Increase (Decrease) from Capital Share Transactions		(23,041,510	)		(67,901,486	)		19,013,888			128,865,690
Increase (Decrease) in Net Assets		(15,036,739	)		(75,347,537	)		80,732,221			133,006,331
NET ASSETS
Beginning of period		128,935,823			204,283,360			349,410,965			216,404,634
End of period	$	113,899,084		$	128,935,823		$	430,143,186		$	349,410,965
Undistributed (Accumulated) net investment income (loss)	$	67,756		$	38,600		$	(468,926	)	$	(577,943	)
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		2,320,504			102,693			5,731,486			4,184,096
Investor Shares		453,386			828,449			1,664,640			1,304,030
Advisor Shares		354			6,691			1,881,748			6,520,698
Reinvestment of distributions:
Institutional Shares		40,657			35,362			44,075			150,527
Investor Shares		171,641			116,203			10,461			34,640
Advisor Shares		11,225			5,856			71,766			579,605
Redemption of shares:
Institutional Shares		(1,292,954	)		(442,768	)		(1,697,204	)		(1,054,388	)
Investor Shares		(3,407,417	)		(6,165,587	)		(1,317,790	)		(445,762	)
Advisor Shares		(67,821	)		(20,572	)		(5,459,074	)		(3,184,241	)
Increase (Decrease) in shares outstanding		(1,770,425	)		(5,533,673	)		930,108			8,089,205

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

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105

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY SMALL-CAP
	SMALL-CAP GROWTH FUND						FUNDAMENTAL VALUE FUND
	Fiscal			Fiscal			Fiscal			Fiscal
	Year Ended			Year Ended			Year Ended			Year Ended
	June 30,			June 30,			June 30,			June 30,
	2017			2016			2017			2016
OPERATIONS
Net investment income (loss)	$	(2,625,257	)	$	(1,621,898	)	$	6,232,823		$	3,844,002
Net realized gain (loss)		12,097,018			24,884,563			33,184,360			5,583,924
Net change in unrealized appreciation (depreciation)		51,670,727			(17,671,772	)		158,498,930			(13,233,109	)
Increase (Decrease) in Net Assets from Operations		61,142,488			5,590,893			197,916,113			(3,805,183	)
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income:
Institutional Shares		—			—			(988,540	)		(484,047	)
Investor Shares		—			—			(1,873,774	)		(2,277,048	)
Advisor Shares		—			—			—			(35,541	)
Net realized gain:
Institutional Shares		(3,125,896	)		(1,946,062	)		(334,931	)		(2,038,801	)
Investor Shares		(9,911,936	)		(37,656,440	)		(1,026,309	)		(14,082,090	)
Advisor Shares		(1,153,765	)		(819,956	)		(71,853	)		(1,069,503	)
Total Distributions to Shareholders		(14,191,597	)		(40,422,458	)		(4,295,407	)		(19,987,030	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		153,338,783			5,588,177			179,876,139			89,252,983
Investor Shares		87,942,206			44,867,427			150,643,608			221,245,590
Advisor Shares		34,620,167			6,143,111			4,622,183			11,524,532
Reinvestment of distributions:
Institutional Shares		2,803,928			1,258,905			1,028,123			1,826,895
Investor Shares		6,192,098			22,013,906			1,463,959			9,736,248
Advisor Shares		804,864			565,945			70,862			1,084,680
Redemption of shares:
Institutional Shares		(16,925,963	)		(1,279,143	)		(39,625,716	)		(13,343,881	)
Investor Shares		(62,439,748	)		(27,986,757	)		(233,263,118	)		(180,251,556	)
Advisor Shares		(14,767,401	)		(2,823,963	)		(41,744,149	)		(16,232,721	)
Redemption fees:
Institutional Shares		239			—			596			1,477
Investor Shares		38			292			293			1,354
Advisor Shares		912			292			17			1,252
Increase (Decrease) from Capital Share Transactions		191,570,123			48,348,192			23,072,797			124,846,853
Increase (Decrease) in Net Assets		238,521,014			13,516,627			216,693,503			101,054,640
NET ASSETS
Beginning of period		295,131,083			281,614,456			983,635,008			882,580,368
End of period	$	533,652,097		$	295,131,083		$	1,200,328,511		$	983,635,008
Undistributed (Accumulated) net investment income (loss)	$	(1,466,067	)	$	(442,829	)	$	4,459,274		$	1,044,450
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		4,584,294			188,309			7,218,027			4,171,224
Investor Shares		5,239,278			2,937,441			5,983,204			10,130,767
Advisor Shares		2,170,147			431,751			186,049			533,241
Reinvestment of distributions:
Institutional Shares		85,694			41,977			38,734			83,739
Investor Shares		377,337			1,461,747			55,176			447,800
Advisor Shares		51,200			39,112			2,683			50,227
Redemption of shares:
Institutional Shares		(504,564	)		(41,639	)		(1,544,437	)		(606,792	)
Investor Shares		(3,732,469	)		(1,792,684	)		(9,311,268	)		(8,207,223	)
Advisor Shares		(918,376	)		(190,374	)		(1,599,518	)		(740,720	)
Increase (Decrease) in shares outstanding		7,352,541			3,075,640			1,028,650			5,862,263

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

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106

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	GLOBAL LEADERS FUND						INTERMEDIATE INCOME FUND
	Fiscal			Fiscal			Fiscal			Fiscal
	Year Ended			Year Ended			Year Ended			Year Ended
	June 30,			June 30,			June 30,			June 30,
	2017			2016			2017			2016
OPERATIONS
Net investment income (loss)	$	123,094		$	82,066		$	2,678,957		$	2,896,397
Net realized gain (loss)		(697,183	)		(1,102,079	)		1,158,501			(699,518	)
Net change in unrealized appreciation (depreciation)		6,298,725			699,600			(3,387,615	)		3,708,589
Increase (Decrease) in Net Assets from Operations		5,724,636			(320,413	)		449,843			5,905,468
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income:
Investor Shares		(53,915	)		—			(2,831,381	)		(2,820,398	)
Advisor Shares		—			—			(140,836	)		(160,893	)
Net realized gain:
Investor Shares		—			—			—			(773,069	)
Advisor Shares		—			—			—			(49,905	)
Total Distributions to Shareholders		(53,915	)		—			(2,972,217	)		(3,804,265	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Investor Shares		10,428,188			17,814,152			25,077,370			29,525,581
Advisor Shares		—			—			38,794			44,413
Reinvestment of distributions:
Investor Shares		27,050			—			724,852			1,248,100
Advisor Shares		—			—			86,263			130,783
Redemption of shares:
Investor Shares		(3,139,577	)		(1,161,378	)		(29,404,931	)		(34,857,866	)
Advisor Shares		—			—			(4,833,940	)		(933,155	)
Redemption fees:
Investor Shares		—			—			—			3
Advisor Shares		—			—			—			—
Shares issued in connection with the acquisition of
the Brown Advisory Opportunity Fund:
Investor Shares		N/A			10,035,030			N/A			N/A
Increase (Decrease) from Capital Share Transactions		7,315,661			26,687,804			(8,311,592	)		(4,842,141	)
Increase (Decrease) in Net Assets		12,986,382			26,367,391			(10,833,966	)		(2,740,938	)
NET ASSETS
Beginning of period		26,367,391			—			146,872,422			149,613,360
End of period	$	39,353,773		$	26,367,391		$	136,038,456		$	146,872,422
Undistributed (Accumulated) net investment income (loss)	$	36,421		$	53,912		$	(169,025	)	$	(173,885	)
SHARE TRANSACTIONS
Sale of shares:
Investor Shares		997,773			1,856,363			2,357,775			2,775,238
Advisor Shares		—			—			3,759			4,256
Reinvestment of distributions:
Investor Shares		2,772			—			68,181			117,748
Advisor Shares		—			—			8,282			12,566
Redemption of shares:
Investor Shares		(308,305	)		(119,736	)		(2,768,529	)		(3,273,682	)
Advisor Shares		—			—			(466,686	)		(89,510	)
Shares issued in connection with the acquisition of
the Brown Advisory Opportunity Fund:
Investor Shares		N/A			994,393			N/A			N/A
Increase (Decrease) in shares outstanding		692,240			2,731,020			(797,218	)		(453,384	)

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

www.brownadvisoryfunds.com

107

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	TOTAL RETURN FUND						STRATEGIC BOND FUND
	Fiscal			Fiscal			Fiscal			Fiscal
	Year Ended			Year Ended			Year Ended			Year Ended
	June 30,			June 30,			June 30,			June 30,
	2017			2016			2017			2016
OPERATIONS
Net investment income (loss)	$	2,300,033		$	2,053,474		$	1,599,614		$	1,521,593
Net realized gain (loss)		233,570			516,458			210,713			(1,923,589	)
Net change in unrealized appreciation (depreciation)		(1,459,774	)		2,495,983			723,724			683,014
Increase (Decrease) in Net Assets from Operations		1,073,829			5,065,915			2,534,051			281,018
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income:
Institutional Shares		(2,343,658	)		(2,128,088	)		—			—
Investor Shares		(80,256	)		(94,064	)		(1,644,060	)		(2,420,788	)
Advisor Shares		—			—			(14,139	)		(55,995	)
Net realized gain:
Institutional Shares		(98,534	)		—			—			—
Investor Shares		(3,277	)		—			—			—
Advisor Shares		—			—			—			—
Total Distributions to Shareholders		(2,525,725	)		(2,222,152	)		(1,658,199	)		(2,476,783	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		49,027,136			20,855,744			—			—
Investor Shares		3,462,904			1,343,005			90,428,155			3,826,957
Advisor Shares		—			—			222,462			—
Reinvestment of distributions:
Institutional Shares		612,556			135,297			—			—
Investor Shares		60,281			79,685			288,868			317,063
Advisor Shares		—			—			13,108			42,801
Redemption of shares:
Institutional Shares		(24,464,517	)		(13,649,303	)		—			—
Investor Shares		(2,704,739	)		(8,612,071	)		(16,143,207	)		(22,475,247	)
Advisor Shares		—			—			(861,525	)		(811,615	)
Redemption fees:
Institutional Shares		99			—			—			—
Investor Shares		—			—			25			—
Advisor Shares		—			—			—			—
Increase (Decrease) from Capital Share Transactions		25,993,720			152,357			73,947,886			(19,100,041	)
Increase (Decrease) in Net Assets		24,541,824			2,996,120			74,823,738			(21,295,806	)
NET ASSETS
Beginning of period		85,811,660			82,815,540			40,076,028			61,371,834
End of period	$	110,353,484		$	85,811,660		$	114,899,766		$	40,076,028
Undistributed (Accumulated) net investment income (loss)	$	4,229		$	(623	)	$	(67,975	)	$	(73,959	)
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		4,910,349			2,109,393			—			—
Investor Shares		341,146			135,649			9,446,682			403,394
Advisor Shares		—			—			23,202			—
Reinvestment of distributions:
Institutional Shares		61,510			13,657			—			—
Investor Shares		6,013			8,049			30,161			33,319
Advisor Shares		—			—			1,370			4,491
Redemption of shares:
Institutional Shares		(2,439,943	)		(1,380,268	)		—			—
Investor Shares		(272,638	)		(874,785	)		(1,682,618	)		(2,367,203	)
Advisor Shares		—			—			(89,988	)		(85,611	)
Increase (Decrease) in shares outstanding		2,606,437			11,695			7,728,809			(2,011,610	)

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

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108

Statements of Changes in Net Assets

	BROWN ADVISORY						BROWN ADVISORY
	MARYLAND BOND FUND						TAX EXEMPT BOND FUND
	Fiscal			Fiscal			Fiscal			Fiscal
	Year Ended			Year Ended			Year Ended			Year Ended
	June 30,			June 30,			June 30,			June 30,
	2017			2016			2017			2016
OPERATIONS
Net investment income (loss)	$	3,794,122		$	4,035,203		$	7,112,207		$	5,642,298
Net realized gain (loss)		(80,218	)		1,347,240			(1,333,781	)		331,921
Net change in unrealized appreciation (depreciation)		(4,730,549	)		4,359,306			(6,441,873	)		7,199,311
Increase (Decrease) in Net Assets from Operations		(1,016,645	)		9,741,749			(663,447	)		13,173,530
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income:
Investor Shares		(3,794,168	)		(4,035,074	)		(7,112,373	)		(5,642,129	)
Net realized gain:
Investor Shares		(627,717	)		(906,772	)		—			—
Total Distributions to Shareholders		(4,421,885	)		(4,941,846	)		(7,112,373	)		(5,642,129	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Investor Shares		99,282,076			27,494,531			141,861,579			59,630,595
Reinvestment of distributions:
Investor Shares		1,035,598			1,233,816			1,288,963			1,187,875
Redemption of shares:
Investor Shares		(97,065,553	)		(49,292,605	)		(111,448,107	)		(58,829,020	)
Redemption fees:
Investor Shares		—			—			200			—
Increase (Decrease) from Capital Share Transactions		3,252,121			(20,564,258	)		31,702,635			1,989,450
Increase (Decrease) in Net Assets		(2,186,409	)		(15,764,355	)		23,926,815			9,520,851
NET ASSETS
Beginning of period		183,704,776			199,469,131			233,675,326			224,154,475
End of period	$	181,518,367		$	183,704,776		$	257,602,141		$	233,675,326
Undistributed (Accumulated) net investment income (loss)	$	60		$	157		$	(116	)	$	46
SHARE TRANSACTIONS
Sale of shares:
Investor Shares		9,426,718			2,553,474			14,282,097			5,916,196
Reinvestment of distributions:
Investor Shares		97,920			114,852			129,259			117,959
Redemption of shares:
Investor Shares		(9,255,940	)		(4,580,145	)		(11,259,154	)		(5,841,862	)
Increase (Decrease) in shares outstanding		268,698			(1,911,819	)		3,152,202			192,293

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

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109

Statements of Changes in Net Assets

	BROWN ADVISORY –
	BROWN ADVISORY						WMC STRATEGIC
	MORTGAGE SECURITIES FUND						EUROPEAN EQUITY FUND
	Fiscal			Fiscal			Fiscal			Fiscal
	Year Ended			Year Ended			Year Ended			Year Ended
	June 30,			June 30,			June 30,			June 30,
	2017			2016			2017			2016
OPERATIONS
Net investment income (loss)	$	5,716,816		$	6,730,528		$	11,698,240		$	12,716,179
Net realized gain (loss)		(2,985,711	)		2,435,203			273,046			(38,401,054	)
Net change in unrealized appreciation (depreciation)		(5,459,374	)		4,611,749			213,131,625			(16,316,729	)
Increase (Decrease) in Net Assets from Operations		(2,728,269	)		13,777,480			225,102,911			(42,001,604	)
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income:
Institutional Shares		(7,650,400	)		(7,634,638	)		(12,504,477	)		(2,992,321	)
Investor Shares		(17,169	)		(272,364	)		(101,420	)		—
Advisor Shares		—			—			(6,394	)		—
Net realized gain:
Institutional Shares		(2,569,582	)		(1,251,294	)		—			—
Investor Shares		(5,800	)		(6,444	)		—			—
Advisor Shares		—			—			—			—
Total Distributions to Shareholders		(10,242,951	)		(9,164,740	)		(12,612,291	)		(2,992,321	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		88,368,686			190,657,531			180,461,066			1,071,009,646
Investor Shares		921,398			4,298,461			5,963,037			16,339,283
Advisor Shares		—			—			10,062,207			407,912
Reinvestment of distributions:
Institutional Shares		3,217,466			1,978,340			10,024,075			2,334,075
Investor Shares		21,133			164,060			97,787			—
Advisor Shares		—			—			6,394			—
Redemption of shares:
Institutional Shares		(113,841,299	)		(25,603,200	)		(284,509,328	)		(209,118,819	)
Investor Shares		(1,974,570	)		(31,354,854	)		(12,990,457	)		(28,730,256	)
Advisor Shares		—			—			(654,097	)		(699,362	)
Redemption fees:
Institutional Shares		47			—			1,001			1
Investor Shares		—			—			—			—
Advisor Shares		—			—			—			—
Increase (Decrease) from Capital Share Transactions		(23,287,139	)		140,140,338			(91,538,315	)		851,542,480
Increase (Decrease) in Net Assets		(36,258,359	)		144,753,078			120,952,305			806,548,555
NET ASSETS
Beginning of period		379,701,544			234,948,466			1,073,646,282			267,097,727
End of period	$	343,443,185		$	379,701,544		$	1,194,598,587		$	1,073,646,282
Undistributed (Accumulated) net investment income (loss)	$	18,945		$	(2,848	)	$	11,692,431		$	12,611,576
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		8,791,904			18,863,416			16,985,955			104,321,742
Investor Shares		92,228			423,537			546,811			1,657,066
Advisor Shares		—			—			881,239			40,534
Reinvestment of distributions:
Institutional Shares		327,155			196,274			1,032,346			225,951
Investor Shares		2,133			16,201			10,071			—
Advisor Shares		—			—			661			—
Redemption of shares:
Institutional Shares		(11,431,849	)		(2,524,958	)		(27,468,737	)		(21,019,706	)
Investor Shares		(195,291	)		(3,110,533	)		(1,261,668	)		(2,876,056	)
Advisor Shares		—			—			(61,070	)		(70,670	)
Increase (Decrease) in shares outstanding		(2,413,720	)		13,863,937			(9,334,392	)		82,278,861

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

www.brownadvisoryfunds.com

110

Statements of Changes in Net Assets

	BROWN ADVISORY –						BROWN ADVISORY –
	WMC JAPAN ALPHA						SOMERSET EMERGING
	OPPORTUNITIES FUND						MARKETS FUND
	Fiscal			Fiscal			Fiscal			Fiscal
	Year Ended			Year Ended			Year Ended			Year Ended
	June 30,			June 30,			June 30,			June 30,
	2017			2016			2017			2016
OPERATIONS
Net investment income (loss)	$	12,204,136		$	11,295,045		$	6,905,565		$	6,259,315
Net realized gain (loss)		202,544,697			(510,551,726	)		(22,275,180	)		(22,999,699	)
Net change in unrealized appreciation (depreciation)		118,599,837			(72,848,302	)		107,847,138			(17,139,970	)
Increase (Decrease) in Net Assets from Operations		333,348,670			(572,104,983	)		92,477,523			(33,880,354	)
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net investment income:
Institutional Shares		—			(188,806,891	)		(4,318,101	)		(2,214,836	)
Investor Shares		—			(2,854,668	)		(2,188,677	)		(1,712,443	)
Advisor Shares		—			(139,380	)		(1,624	)		(742	)
Net realized gain:
Institutional Shares		—			(39,006,684	)		—			—
Investor Shares		—			(593,987	)		—			—
Advisor Shares		—			(29,833	)		—			—
Total Distributions to Shareholders		—			(231,431,443	)		(6,508,402	)		(3,928,021	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		1,045,283,865			1,472,565,101			95,997,254			224,157,581
Investor Shares		2,155,914			18,627,215			20,716,006			186,372,395
Advisor Shares		56,165			1,410,394			16,703			224,436
Reinvestment of distributions:
Institutional Shares		—			13,872,815			1,750,302			455,104
Investor Shares		—			3,431,115			2,152,636			1,685,181
Advisor Shares		—			165,236			1,624			726
Redemption of shares:
Institutional Shares		(2,221,364,487	)		(448,721,260	)		(67,106,538	)		(153,243,842	)
Investor Shares		(1,290,024	)		(34,159,583	)		(65,282,879	)		(129,370,609	)
Advisor Shares		(467,014	)		(2,045,925	)		(83,388	)		(749,289	)
Redemption fees:
Institutional Shares		10,627			1,200			94			—
Investor Shares		—			970			—			325
Advisor Shares		—			2			—			—
Increase (Decrease) from Capital Share Transactions		(1,175,614,954	)		1,025,147,280			(11,838,186	)		129,532,008
Increase (Decrease) in Net Assets		(842,266,284	)		221,610,854			74,130,935			91,723,633
NET ASSETS
Beginning of period		1,831,121,897			1,609,511,043			517,115,443			425,391,810
End of period	$	988,855,613		$	1,831,121,897		$	591,246,378		$	517,115,443
Undistributed (Accumulated) net investment income (loss)	$	(16,075,640	)	$	(357,952,163	)	$	4,336,702		$	4,342,604
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		106,706,685			126,755,340			10,479,269			27,019,470
Investor Shares		212,688			1,596,337			2,316,631			21,728,904
Advisor Shares		6,003			119,056			1,899			26,550
Reinvestment of distributions:
Institutional Shares		—			1,236,172			207,136			54,569
Investor Shares		—			307,350			255,052			202,302
Advisor Shares		—			14,836			191			87
Redemption of shares:
Institutional Shares		(223,388,247	)		(44,100,589	)		(7,274,648	)		(17,973,135	)
Investor Shares		(134,436	)		(3,721,563	)		(7,106,002	)		(15,355,320	)
Advisor Shares		(48,232	)		(186,243	)		(9,519	)		(91,522	)
Increase (Decrease) in shares outstanding		(116,645,539	)		82,020,696			(1,129,991	)		15,611,905

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

www.brownadvisoryfunds.com

111

Statements of Changes in Net Assets

	BROWN ADVISORY –
	MACQUARIE ASIA
	NEW STARS FUND
	Fiscal			Fiscal
	Year Ended			Year Ended
	June 30,			June 30,
	2017			2016
OPERATIONS
Net investment income (loss)	$	527,679		$	(85,965	)
Net realized gain (loss)		14,763,577			(38,258,677	)
Net change in unrealized appreciation (depreciation)		(720,513	)		(1,666,992	)
Increase (Decrease) in Net Assets from Operations		14,570,743			(40,011,634	)
DISTRIBUTIONS TO SHAREHOLDERS FROM
Net realized gain:
Institutional Shares		—			(8,236,160	)
Investor Shares		—			(267,081	)
Total Distributions to Shareholders		—			(8,503,241	)
CAPITAL SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		94,155,195			125,620,842
Investor Shares		2,866,009			7,501,704
Reinvestment of distributions:
Institutional Shares		—			4,501,118
Investor Shares		—			244,075
Redemption of shares:
Institutional Shares		(80,949,002	)		(60,180,293	)
Investor Shares		(4,974,688	)		(18,088,567	)
Redemption fees:
Institutional Shares		1,853			—
Investor Shares		50			1
Increase (Decrease) from Capital Share Transactions		11,099,417			59,598,880
Increase (Decrease) in Net Assets		25,670,160			11,084,005
NET ASSETS
Beginning of period		217,976,925			206,892,920
End of period	$	243,647,085		$	217,976,925
Undistributed (Accumulated) net investment income (loss)	$	393,440		$	(501,587	)
SHARE TRANSACTIONS
Sale of shares:
Institutional Shares		10,353,255			12,939,592
Investor Shares		310,586			729,171
Reinvestment of distributions:
Institutional Shares		—			463,679
Investor Shares		—			25,187
Redemption of shares:
Institutional Shares		(9,199,650	)		(6,319,193	)
Investor Shares		(535,893	)		(1,763,461	)
Increase (Decrease) in shares outstanding		928,298			6,074,975

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

www.brownadvisoryfunds.com

112

Financial Highlights

				From Investment						Distributions to													Ratios to Average
				Operations(a)						Shareholders From													Net Assets(b)
						Net
For a Share						Realized										Net				Net
Outstanding		Net Asset		Net		&										Asset				Assets at			Net
Throughout Each		Value,		Investment		Unrealized				Net		Net				Value,		Total		End of			Investment				Gross		Portfolio
Fiscal Period:		Beginning		Income		Gains				Investment		Realized				End of		Return		Period			Income		Net		Expenses		Turnover
Beginning	Ending	of Period		(Loss)		(Losses)		Total		Income		Gains		Total		Period		(c)			(000’s	)	(Loss)		Expenses		(d)		Rate(c)
BROWN ADVISORY GROWTH EQUITY FUND:
Institutional Shares*
07/01/16	06/30/17		$19.16	(0.03	)	2.47		2.44		—		(1.57	)	(1.57	)		$20.03	13.91	%		$276,592		(0.16	)%	0.72	%	0.72	%	40	%
07/01/15	06/30/16		20.33	(0.02	)	0.13		0.11		—		(1.28	)	(1.28	)		19.16	0.49			253,640		(0.12	)	0.72		0.72		24
07/01/14	06/30/15		19.10	0.02		1.82		1.84		—		(0.61	)	(0.61	)		20.33	9.73			259,098		0.09		0.72		0.72		24
07/01/13	06/30/14		16.22	—		2.99		2.99		—		(0.11	)	(0.11	)		19.10	18.46			233,627		0.03		0.74		0.74		25
10/19/12^	06/30/13		14.58	0.01		1.66		1.67		(0.03	)	—		(0.03	)		16.22	11.49			116,575		0.30		0.78		0.78		40
Investor Shares*
07/01/16	06/30/17		19.06	(0.06	)	2.46		2.40		—		(1.57	)	(1.57	)		19.89	13.77			1,484,383		(0.31	)	0.87		0.87		40
07/01/15	06/30/16		20.26	(0.05	)	0.13		0.08		—		(1.28	)	(1.28	)		19.06	0.34			1,916,472		(0.27	)	0.87		0.87		24
07/01/14	06/30/15		19.07	(0.01	)	1.81		1.80		—		(0.61	)	(0.61	)		20.26	9.54			2,143,325		(0.06	)	0.87		0.87		24
07/01/13	06/30/14		16.21	(0.02	)	2.99		2.97		—		(0.11	)	(0.11	)		19.07	18.35			2,497,036		(0.12	)	0.89		0.89		25
07/01/12	06/30/13		13.80	0.03		2.41		2.44		(0.03	)	—		(0.03	)		16.21	17.67			1,653,389		0.17		0.91		0.91		40
Advisor Shares*
07/01/16	06/30/17		18.35	(0.10	)	2.36		2.26		—		(1.57	)	(1.57	)		19.04	13.53			5,479		(0.56	)	1.12		1.12		40
07/01/15	06/30/16		19.60	(0.10	)	0.13		0.03		—		(1.28	)	(1.28	)		18.35	0.09			33,304		(0.52	)	1.12		1.12		24
07/01/14	06/30/15		18.51	(0.06	)	1.76		1.70		—		(0.61	)	(0.61	)		19.60	9.28			44,587		(0.31	)	1.12		1.12		24
07/01/13	06/30/14		15.78	(0.07	)	2.91		2.84		—		(0.11	)	(0.11	)		18.51	18.02			48,632		(0.37	)	1.14		1.14		25
07/01/12	06/30/13		13.45	(0.01	)	2.35		2.34		(0.01	)	—		(0.01	)		15.78	17.43			21,478		(0.07	)	1.15		1.15		40
BROWN ADVISORY FLEXIBLE EQUITY FUND:
Institutional Shares*
07/01/16	06/30/17		15.15	0.11		3.37		3.48		(0.10	)	—		(0.10	)		18.53	23.05			101,431		0.61		0.73		0.73		15
07/01/15	06/30/16		15.92	0.11		(0.77	)	(0.66	)	(0.11	)	—		(0.11	)		15.15	(4.16	)		24,012		0.71		0.73		0.73		15
07/01/14	06/30/15		14.81	0.12		1.08		1.20		(0.09	)	—		(0.09	)		15.92	8.09			4,240		0.76		0.76		0.76		7
07/01/13	06/30/14		12.28	0.09		2.49		2.58		(0.05	)	—		(0.05	)		14.81	21.06			3,126		0.66		0.82		0.81		15
10/19/12^	06/30/13		10.46	0.06		1.82		1.88		(0.06	)	—		(0.06	)		12.28	18.07			12		0.65		1.00		0.88		12
Investor Shares*
07/01/16	06/30/17		15.12	0.08		3.37		3.45		(0.07	)	—		(0.07	)		18.50	22.90			310,360		0.46		0.88		0.88		15
07/01/15	06/30/16		15.89	0.08		(0.76	)	(0.68	)	(0.09	)	—		(0.09	)		15.12	(4.30	)		306,456		0.56		0.88		0.88		15
07/01/14	06/30/15		14.79	0.10		1.07		1.17		(0.07	)	—		(0.07	)		15.89	7.92			268,569		0.61		0.91		0.91		7
07/01/13	06/30/14		12.28	0.07		2.48		2.55		(0.04	)	—		(0.04	)		14.79	20.78			162,615		0.51		0.97		0.96		15
07/01/12	06/30/13		9.68	0.05		2.60		2.65		(0.05	)	—		(0.05	)		12.28	27.51			82,783		0.50		1.15		1.05		12
Advisor Shares*
07/01/16	06/30/17		15.12	0.04		3.37		3.41		(0.03	)	—		(0.03	)		18.50	22.56			5,842		0.21		1.13		1.13		15
07/01/15	06/30/16		15.88	0.05		(0.77	)	(0.72	)	(0.04	)	—		(0.04	)		15.12	(4.56	)		7,168		0.31		1.13		1.13		15
07/01/14	06/30/15		14.77	0.06		1.07		1.13		(0.02	)	—		(0.02	)		15.88	7.68			11,540		0.36		1.16		1.16		7
07/01/13	06/30/14		12.28	0.04		2.48		2.52		(0.03	)	—		(0.03	)		14.77	20.52			14,831		0.26		1.22		1.21		15
07/01/12	06/30/13		9.68	0.02		2.61		2.63		(0.03	)	—		(0.03	)		12.28	27.25			6,115		0.30		1.35		1.30		12

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

www.brownadvisoryfunds.com

113

Financial Highlights

			From Investment					Distributions to													Ratios to Average
			Operations(a)					Shareholders From													Net Assets(b)
					Net
For a Share					Realized									Net				Net
Outstanding		Net Asset	Net		&									Asset				Assets at			Net
Throughout Each		Value,	Investment		Unrealized			Net		Net				Value,	Total			End of			Investment				Gross		Portfolio
Fiscal Period:		Beginning	Income		Gains			Investment		Realized				End of	Return			Period			Income		Net		Expenses		Turnover
Beginning	Ending	of Period	(Loss)		(Losses)		Total	Income		Gains		Total		Period	(c)				(000’s	)	(Loss)		Expenses		(d)		Rate(c)
BROWN ADVISORY EQUITY INCOME FUND:
Institutional Shares*
07/01/16	06/30/17	$12.87	0.26		1.41		1.67	(0.26	)	(0.48	)	(0.74	)	$13.80		13.36	%	$	$29,587		1.94	%	0.77	%	0.77	%	7	%
07/01/15	06/30/16	13.14	0.28		(0.13	)	0.15	(0.29	)	(0.13	)	(0.42	)	12.87		1.31			13,840		2.24		0.75		0.75		17
07/01/14	06/30/15	13.70	0.29		0.08		0.37	(0.30	)	(0.63	)	(0.93	)	13.14		2.60			18,134		2.16		0.75		0.75		18
07/01/13	06/30/14	12.16	0.29		1.99		2.28	(0.29	)	(0.45	)	(0.74	)	13.70		19.30			17,663		2.23		0.77		0.77		32
10/19/12^	06/30/13	11.07	0.21		1.19		1.40	(0.23	)	(0.08	)	(0.31	)	12.16		12.88			11		2.53		0.80		0.80		21
Investor Shares*
07/01/16	06/30/17	12.86	0.24		1.42		1.66	(0.24	)	(0.48	)	(0.72	)	13.80		13.28			81,890		1.79		0.92		0.92		7
07/01/15	06/30/16	13.13	0.26		(0.13	)	0.13	(0.27	)	(0.13	)	(0.40	)	12.86		1.15			112,116		2.09		0.90		0.90		17
07/01/14	06/30/15	13.69	0.27		0.08		0.35	(0.28	)	(0.63	)	(0.91	)	13.13		2.45			183,001		2.01		0.90		0.90		18
07/01/13	06/30/14	12.16	0.27		1.98		2.25	(0.27	)	(0.45	)	(0.72	)	13.69		19.04			180,372		2.08		0.92		0.92		32
07/01/12	06/30/13	10.49	0.27		1.76		2.03	(0.28	)	(0.08	)	(0.36	)	12.16		19.62			173,599		2.37		0.96		0.96		21
Advisor Shares*
07/01/16	06/30/17	12.84	0.20		1.43		1.63	(0.21	)	(0.48	)	(0.69	)	13.78		13.02			2,422		1.54		1.17		1.17		7
07/01/15	06/30/16	13.11	0.23		(0.13	)	0.10	(0.24	)	(0.13	)	(0.37	)	12.84		0.90			2,980		1.84		1.15		1.15		17
07/01/14	06/30/15	13.67	0.24		0.07		0.31	(0.24	)	(0.63	)	(0.87	)	13.11		2.19			3,148		1.76		1.15		1.15		18
07/01/13	06/30/14	12.14	0.24		1.98		2.22	(0.24	)	(0.45	)	(0.69	)	13.67		18.79			3,298		1.83		1.17		1.17		32
07/01/12	06/30/13	10.48	0.25		1.75		2.00	(0.26	)	(0.08	)	(0.34	)	12.14		19.33			2,346		2.13		1.20		1.20		21
BROWN ADVISORY SUSTAINABLE GROWTH FUND:
Institutional Shares*
07/01/16	06/30/17	16.05	(0.02	)	3.03		3.01	—		(0.12	)	(0.12	)	18.94		18.83			221,177		(0.10	)	0.73		0.73		41
07/01/15	06/30/16	15.69	(0.02	)	1.13		1.11	—		(0.75	)	(0.75	)	16.05		7.17			122,008		(0.11	)	0.74		0.74		30
07/01/14	06/30/15	14.11	(0.02	)	1.91		1.89	—		(0.31	)	(0.31	)	15.69		13.50			67,789		(0.11	)	0.75		0.75		37
07/01/13	06/30/14	11.64	—		2.61		2.61	—		(0.14	)	(0.14	)	14.11		22.51			30,374		(0.01	)	0.77		0.77		30
07/01/12	06/30/13	10.00	—		1.65		1.65	—		(0.01	)	(0.01	)	11.64		16.47			32,045		0.03		0.86		0.86		30
Investor Shares*
07/01/16	06/30/17	15.94	(0.04	)	3.00		2.96	—		(0.12	)	(0.12	)	18.78		18.65			36,954		(0.25	)	0.88		0.88		41
07/01/15	06/30/16	15.61	(0.04	)	1.12		1.08	—		(0.75	)	(0.75	)	15.94		7.01			25,676		(0.26	)	0.89		0.89		30
07/01/14	06/30/15	14.06	(0.04	)	1.90		1.86	—		(0.31	)	(0.31	)	15.61		13.34			11,206		(0.26	)	0.90		0.90		37
07/01/13	06/30/14	11.62	(0.02	)	2.60		2.58	—		(0.14	)	(0.14	)	14.06		22.29			46,823		(0.16	)	0.92		0.92		30
07/01/12	06/30/13	10.00	(0.01	)	1.64		1.63	—		(0.01	)	(0.01	)	11.62		16.27			24,028		(0.12	)	1.01		1.01		30
Advisor Shares*
07/01/16	06/30/17	15.78	(0.08	)	2.96		2.88	—		(0.12	)	(0.12	)	18.54		18.33			172,012		(0.50	)	1.13		1.13		41
07/01/15	06/30/16	15.50	(0.08	)	1.11		1.03	—		(0.75	)	(0.75	)	15.78		6.73			201,727		(0.51	)	1.14		1.14		30
07/01/14	06/30/15	14.00	(0.07	)	1.88		1.81	—		(0.31	)	(0.31	)	15.50		13.03			137,410		(0.51	)	1.15		1.15		37
07/01/13	06/30/14	11.60	(0.05	)	2.59		2.54	—		(0.14	)	(0.14	)	14.00		21.99			132,846		(0.41	)	1.17		1.17		30
07/01/12	06/30/13	10.00	(0.04	)	1.65		1.61	—		(0.01	)	(0.01	)	11.60		16.07			124,256		(0.37	)	1.26		1.26		30

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

www.brownadvisoryfunds.com

114

Financial Highlights

			From Investment						Distributions to												Ratios to Average
			Operations(a)						Shareholders From												Net Assets(b)
					Net
For a Share					Realized											Net			Net
Outstanding		Net Asset	Net		&											Asset			Assets at		Net
Throughout Each		Value,	Investment		Unrealized				Net		Net					Value,	Total		End of		Investment				Gross		Portfolio
Fiscal Period:		Beginning	Income		Gains				Investment		Realized					End of	Return		Period		Income		Net		Expenses		Turnover
Beginning	Ending	of Period	(Loss)		(Losses)		Total		Income		Gains		Total			Period	(c)		(000’s	)	(Loss)		Expenses		(d)		Rate(c)
BROWN ADVISORY SMALL-CAP GROWTH FUND:
Institutional Shares*
07/01/16	06/30/17	$31.19	(0.16	)	5.25		5.09		—		(1.13	)		(1.13	)	$35.15	16.57	%	$165,615		(0.49	)%	0.98	%	0.98	%	22	%
07/01/15	06/30/16	35.91	(0.14	)	0.51		0.37		—		(5.09	)		(5.09	)	31.19	1.61		17,037		(0.45	)	0.98		0.98		32
07/01/14	06/30/15	35.85	(0.18	)	4.45		4.27		—		(4.21	)		(4.21	)	35.91	12.98		12,841		(0.51	)	0.99		0.99		28
07/01/13	06/30/14	31.67	(0.22	)	6.08		5.86		—		(1.68	)		(1.68	)	35.85	18.59		8,497		(0.63	)	1.01		1.01		19
07/01/12	06/30/13	28.36	(0.07	)	6.07		6.00		—		(2.69	)		(2.69	)	31.67	22.84		7,347		(0.24	)	1.05		1.05		48
Investor Shares*
07/01/16	06/30/17	15.65	(0.11	)	2.63		2.52		—		(0.56	)		(0.56	)	17.61	16.40		335,185		(0.64	)	1.13		1.13		22
07/01/15	06/30/16	18.05	(0.10	)	0.26		0.16		—		(2.56	)		(2.56	)	15.65	1.43		268,390		(0.60	)	1.13		1.13		32
07/01/14	06/30/15	18.04	(0.11	)	2.24		2.13		—		(2.12	)		(2.12	)	18.05	12.86		262,426		(0.66	)	1.14		1.14		28
07/01/13	06/30/14	15.96	(0.14	)	3.07		2.93		—		(0.85	)		(0.85	)	18.04	18.42		285,287		(0.78	)	1.16		1.16		19
07/01/12	06/30/13	14.31	(0.05	)	3.06		3.01		—		(1.36	)		(1.36	)	15.96	22.68		281,027		(0.36	)	1.17		1.17		48
Advisor Shares*
07/01/16	06/30/17	15.02	(0.14	)	2.51		2.37		—		(0.54	)		(0.54	)	16.85	16.04		32,852		(0.89	)	1.38		1.38		22
07/01/15	06/30/16	17.35	(0.13	)	0.26		0.13		—		(2.46	)		(2.46	)	15.02	1.27		9,704		(0.85	)	1.38		1.38		32
07/01/14	06/30/15	17.39	(0.15	)	2.15		2.00		—		(2.04	)		(2.04	)	17.35	12.54		6,348		(0.91	)	1.39		1.39		28
07/01/13	06/30/14	15.43	(0.18	)	2.96		2.78		—		(0.82	)		(0.82	)	17.39	18.07		7,300		(1.03	)	1.41		1.41		19
07/01/12	06/30/13	13.86	(0.09	)	2.97		2.88		—		(1.31	)		(1.31	)	15.43	22.45		5,493		(0.60	)	1.41		1.41		48
BROWN ADVISORY SMALL-CAP FUNDAMENTAL VALUE FUND:
Institutional Shares*
07/01/16	06/30/17	22.75	0.17		4.31		4.48		(0.09	)	(0.03	)		(0.12	)	27.11	19.73		341,038		0.68		0.97		0.97		30
07/01/15	06/30/16	23.61	0.13		(0.44	)	(0.31	)	(0.10	)	(0.45	)		(0.55	)	22.75	(1.17	)	156,205		0.59		0.98		0.98		30
07/01/14	06/30/15	23.96	0.10		0.86		0.96		(0.14	)	(1.17	)		(1.31	)	23.61	4.04		75,994		0.43		0.98		0.98		26
07/01/13	06/30/14	20.06	0.12		4.91		5.03		(0.19	)	(0.94	)		(1.13	)	23.96	25.37		19,515		0.51		1.00		1.00		30
10/19/12^	06/30/13	16.77	0.06		3.30		3.36		(0.07	)	—			(0.07	)	20.06	20.13		1,061		1.14		1.05		1.05		34
Investor Shares*
07/01/16	06/30/17	22.73	0.13		4.31		4.44		(0.06	)	(0.03	)		(0.09	)	27.08	19.54		834,317		0.53		1.12		1.12		30
07/01/15	06/30/16	23.59	0.10		(0.44	)	(0.34	)	(0.07	)	(0.45	)		(0.52	)	22.73	(1.32	)	774,547		0.44		1.13		1.13		30
07/01/14	06/30/15	23.94	0.07		0.86		0.93		(0.11	)	(1.17	)		(1.28	)	23.59	3.90		748,003		0.28		1.13		1.13		26
07/01/13	06/30/14	20.06	0.08		4.90		4.98		(0.16	)	(0.94	)		(1.10	)	23.94	25.13		567,799		0.36		1.15		1.15		30
07/01/12	06/30/13	15.65	0.18		4.29		4.47		(0.06	)	—			(0.06	)	20.06	28.64		371,018		1.01		1.18		1.18		34
Advisor Shares*
07/01/16	06/30/17	22.62	0.07		4.29		4.36		—		(0.03	)		(0.03	)	26.95	19.29		24,974		0.28		1.37		1.37		30
07/01/15	06/30/16	23.48	0.04		(0.44	)	(0.40	)	(0.01	)	(0.45	)		(0.46	)	22.62	(1.58	)	52,883		0.19		1.38		1.38		30
07/01/14	06/30/15	23.87	0.01		0.85		0.86		(0.08	)	(1.17	)		(1.25	)	23.48	3.61		58,583		0.03		1.38		1.38		26
07/01/13	06/30/14	20.01	0.02		4.89		4.91		(0.11	)	(0.94	)		(1.05	)	23.87	24.83		21,416		0.11		1.40		1.40		30
07/01/12	06/30/13	15.63	0.03		4.38		4.41		(0.03	)	—			(0.03	)	20.01	28.28		15,764		0.75		1.44		1.44		34

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

www.brownadvisoryfunds.com

115

Financial Highlights

				From Investment							Distributions to													Ratios to Average
				Operations(a)							Shareholders From													Net Assets(b)
						Net
For a Share						Realized												Net			Net
Outstanding		Net Asset		Net		&												Asset			Assets at			Net
Throughout		Value,		Investment		Unrealized					Net		Net					Value,			End of			Investment				Gross		Portfolio
Fiscal Period:		Beginning		Income		Gains					Investment		Realized					End of	Total		Period			Income		Net		Expenses		Turnover
Beginning	Ending	of Period		(Loss)		(Losses)		Total			Income		Gains			Total		Period	Return(c)			(000’s	)	(Loss)		Expenses		(d)		Rate(c)
BROWN ADVISORY GLOBAL LEADERS FUND:
Investor Shares*
07/01/16	06/30/17	$	$  9.65	0.04		1.83			1.87		(0.02	)		—		(0.02	)	$11.50	19.39	%	$	$39,354		0.39	%	0.85	%	1.16	%	35	%
07/01/15^	06/30/16		10.00	0.05		(0.40	)		(0.35	)	—			—		—		9.65	(3.50	)		26,367		0.55		0.85		1.41		53
BROWN ADVISORY INTERMEDIATE INCOME FUND:
Investor Shares*
07/01/16	06/30/17		10.78	0.20		(0.16	)		0.04		(0.22	)		—		(0.22	)	10.60	0.40			131,941		1.88		0.45		0.51		62
07/01/15	06/30/16		10.63	0.20		0.22			0.42		(0.21	)		(0.06	)	(0.27	)	10.78	3.99			137,900		1.92		0.43		0.50		68
07/01/14	06/30/15		10.74	0.19		(0.08	)		0.11		(0.22	)		—		(0.22	)	10.63	1.01			140,006		1.78		0.45		0.50		130
07/01/13	06/30/14		10.85	0.17		0.12			0.29		(0.18	)		(0.22	)	(0.40	)	10.74	2.66			207,371		1.54		0.52		0.52		162
07/01/12	06/30/13		11.37	0.19		(0.26	)		(0.07	)	(0.25	)		(0.20	)	(0.45	)	10.85	(0.72	)		241,543		1.66		0.52		0.52		111
Advisor Shares*
07/01/16	06/30/17		10.56	0.17		(0.15	)		0.02		(0.20	)		—		(0.20	)	10.38	0.16			4,098		1.63		0.70		0.76		62
07/01/15	06/30/16		10.42	0.17		0.21			0.38		(0.18	)		(0.06	)	(0.24	)	10.56	3.71			8,972		1.67		0.68		0.75		68
07/01/14	06/30/15		10.53	0.16		(0.08	)		0.08		(0.19	)		—		(0.19	)	10.42	0.78			9,608		1.53		0.70		0.75		130
07/01/13	06/30/14		10.65	0.14		0.11			0.25		(0.15	)		(0.22	)	(0.37	)	10.53	2.36			12,613		1.29		0.77		0.77		162
07/01/12	06/30/13		11.16	0.16		(0.25	)		(0.09	)	(0.22	)		(0.20	)	(0.42	)	10.65	(0.87	)		16,149		1.43		0.75		0.75		111
BROWN ADVISORY TOTAL RETURN FUND:
Institutional Shares*
07/01/16	06/30/17		10.18	0.24		(0.16	)		0.08		(0.25	)		(0.01	)	(0.26	)	10.00	0.80			107,686		2.36		0.51		0.51		216
07/01/15	06/30/16		9.83	0.25		0.37			0.62		(0.27	)		—		(0.27	)	10.18	6.46			83,854		2.55		0.51		0.51		218
10/30/14^	06/30/15		10.00	0.13		(0.19	)		(0.06	)	(0.11	)		—		(0.11	)	9.83	(0.60	)		73,735		1.89		0.54		0.54		235
Investor Shares*
07/01/16	06/30/17		10.18	0.23		(0.16	)		0.07		(0.24	)		(0.01	)	(0.25	)	10.00	0.75			2,668		2.31		0.56		0.56		216
07/01/15	06/30/16		9.83	0.25		0.37			0.62		(0.27	)		—		(0.27	)	10.18	6.40			1,957		2.50		0.56		0.56		218
10/30/14^	06/30/15		10.00	0.12		(0.18	)		(0.06	)	(0.11	)		—		(0.11	)	9.83	(0.63	)		9,081		1.84		0.59		0.59		235
BROWN ADVISORY STRATEGIC BOND FUND:
Investor Shares*
07/01/16	06/30/17		9.47	0.23		0.14			0.37		(0.23	)		—		(0.23	)	9.61	3.92			114,651		2.39		0.70		0.72		259
07/01/15	06/30/16		9.83	0.30		(0.19	)		0.11		(0.47	)		—		(0.47	)	9.47	1.18			39,211		3.21		0.70		0.73		288
10/31/14^	06/30/15		10.07	0.16		(0.35	)		(0.19	)	(0.05	)		—		(0.05	)	9.83	(1.85	)		59,680		2.42		0.70		0.72		317
Advisor Shares*
07/01/16	06/30/17		9.47	0.20		0.14			0.34		(0.20	)		—		(0.20	)	9.61	3.65			248		2.14		0.95		0.97		259
07/01/15	06/30/16		9.82	0.28		(0.20	)		0.08		(0.43	)		—		(0.43	)	9.47	0.84			865		2.96		0.95		0.98		288
07/01/14	06/30/15		10.04	0.19		(0.37	)		(0.18	)	(0.04	)		—		(0.04	)	9.82	(1.80	)		1,692		1.91		1.21		1.22		317
07/01/13	06/30/14		9.68	(0.01	)	0.42			0.41		(0.05	)		—		(0.05	)	10.04	4.22			24,399		(0.07	)	1.33		1.33		1,010
07/01/12	06/30/13		9.68	(0.09	)	0.29			0.20		(0.20	)		—		(0.20	)	9.68	2.09			25,570		(0.87	)	1.40		1.40		992

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

www.brownadvisoryfunds.com

116

Financial Highlights

			From Investment						Distributions to													Ratios to Average
			Operations(a)						Shareholders From													Net Assets(b)
				Net
For a Share				Realized												Net				Net
Outstanding		Net Asset	Net	&												Asset				Assets at		Net
Throughout Each		Value,	Investment	Unrealized					Net		Net					Value,		Total		End of		Investment				Gross		Portfolio
Fiscal Period:		Beginning	Income	Gains					Investment		Realized					End of		Return		Period		Income		Net		Expenses		Turnover
Beginning	Ending	of Period	(Loss)	(Losses)		Total			Income		Gains		Total			Period		(c)		(000’s	)	(Loss)		Expenses		(d)		Rate(c)
BROWN ADVISORY MARYLAND BOND FUND:
Investor Shares*
07/01/16	06/30/17	$10.92	0.23	(0.26	)		(0.03	)	(0.23	)	(0.04	)		(0.27	)	$	$10.62	(0.27	)%	$181,518		2.14	%	0.49	%	0.49	%		53	%
07/01/15	06/30/16	10.65	0.23	0.32			0.55		(0.23	)	(0.05	)		(0.28	)		10.92	5.24		183,705		2.12		0.48		0.48			80
07/01/14	06/30/15	10.82	0.18	(0.12	)		0.06		(0.18	)	(0.05	)		(0.23	)		10.65	0.58		199,469		1.66		0.49		0.49			61
07/01/13	06/30/14	10.81	0.21	0.10			0.31		(0.21	)	(0.09	)		(0.30	)		10.82	2.94		205,717		1.99		0.52		0.52			56
07/01/12	06/30/13	11.06	0.21	(0.23	)		(0.02	)	(0.21	)	(0.02	)		(0.23	)		10.81	(0.25	)	252,166		1.86		0.52		0.52			30
BROWN ADVISORY TAX EXEMPT BOND FUND:
Investor Shares*
07/01/16	06/30/17	10.26	0.29	(0.32	)		(0.03	)	(0.29	)	—			(0.29	)		9.94	(0.29	)	257,602		2.88		0.49		0.49			55
07/01/15	06/30/16	9.93	0.25	0.33			0.58		(0.25	)	—			(0.25	)		10.26	5.94		233,675		2.51		0.49		0.49			119
07/01/14	06/30/15	10.03	0.18	(0.10	)		0.08		(0.18	)	—			(0.18	)		9.93	0.78		224,154		1.78		0.50		0.50			109
07/01/13	06/30/14	9.84	0.19	0.19			0.38		(0.19	)	—	(e)		(0.19	)		10.03	3.94		205,177		1.96		0.52		0.52			157
07/01/12	06/30/13	10.00	0.13	(0.12	)		0.01		(0.13	)	(0.04	)		(0.17	)		9.84	0.03		161,891		1.35		0.55		0.55			87
BROWN ADVISORY MORTGAGE SECURITIES FUND:
Institutional Shares*
07/01/16	06/30/17	10.20	0.15	(0.21	)		(0.06	)	(0.20	)	(0.07	)		(0.27	)		9.87	(0.52	)	342,705		1.53		0.46		0.46			414
07/01/15	06/30/16	10.06	0.22	0.21			0.43		(0.25	)	(0.04	)		(0.29	)		10.20	4.32		377,908		2.12		0.45		0.45			244
07/01/14	06/30/15	10.16	0.27	0.01			0.28		(0.30	)	(0.08	)		(0.38	)		10.06	2.74		206,299		2.68		0.47		0.47			147
05/13/14^	06/30/14	10.15	0.03	0.02			0.05		(0.04	)	—			(0.04	)		10.16	0.49		131,415		1.98		0.52		0.52			88
Investor Shares*
07/01/16	06/30/17	10.21	0.15	(0.22	)		(0.07	)	(0.20	)	(0.07	)		(0.27	)		9.87	(0.68	)	738		1.48		0.51		0.51			414
07/01/15	06/30/16	10.06	0.21	0.22			0.43		(0.24	)	(0.04	)		(0.28	)		10.21	4.33		1,793		2.07		0.50		0.50			244
07/01/14	06/30/15	10.16	0.27	—			0.27		(0.29	)	(0.08	)		(0.37	)		10.06	2.68		28,649		2.63		0.52		0.52			147
12/26/13^	06/30/14	10.00	0.10	0.16			0.26		(0.10	)	—			(0.10	)		10.16	2.62		67,776		1.93		0.57		0.57			88
BROWN ADVISORY – WMC STRATEGIC EUROPEAN EQUITY FUND:
Institutional Shares*
07/01/16	06/30/17	9.90	0.12	2.16			2.28		(0.13	)	—			(0.13	)		12.05	23.32		1,176,492		1.10		1.09		1.09			27
07/01/15	06/30/16	10.20	0.13	(0.40	)		(0.27	)	(0.03	)	—			(0.03	)		9.90	(2.68	)	1,059,870		1.30		1.11		1.11			31
07/01/14	06/30/15	10.46	0.14	(0.29	)		(0.15	)	(0.11	)	—			(0.11	)		10.20	(1.42	)	240,182		1.35		1.13		1.13			48
10/21/13^	06/30/14	10.00	0.14	0.32			0.46		—		—			—			10.46	4.60		202,616		2.01		1.23		1.23			25
Investor Shares*
07/01/16	06/30/17	9.90	0.10	2.17			2.27		(0.12	)	—			(0.12	)		12.05	23.18		7,367		0.95		1.24		1.24			27
07/01/15	06/30/16	10.19	0.12	(0.41	)		(0.29	)	—		—			—			9.90	(2.85	)	13,031		1.15		1.26		1.26			31
07/01/14	06/30/15	10.45	0.12	(0.29	)		(0.17	)	(0.09	)	—			(0.09	)		10.19	(1.56	)	25,840		1.20		1.28		1.28			48
10/21/13^	06/30/14	10.00	0.13	0.32			0.45		—		—			—			10.45	4.50		18,011		1.86		1.38		1.38			25
Advisor Shares*
07/01/16	06/30/17	9.85	0.08	2.15			2.23		(0.10	)	—			(0.10	)		11.98	22.91		10,740		0.70		1.49		1.49			27
07/01/15	06/30/16	10.17	0.09	(0.41	)		(0.32	)	—		—			—			9.85	(3.15	)	745		0.90		1.51		1.51			31
07/01/14	06/30/15	10.44	0.10	(0.29	)		(0.19	)	(0.08	)	—			(0.08	)		10.17	(1.78	)	1,076		0.95		1.53		1.53			48
10/21/13^	06/30/14	10.00	0.11	0.33			0.44		—		—			—			10.44	4.40		240		1.61		1.63		1.63			25

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

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117

Financial Highlights

			From Investment					Distributions to											Ratios to Average
			Operations(a)					Shareholders From											Net Assets(b)
				Net
For a Share				Realized										Net			Net
Outstanding		Net Asset	Net	&										Asset			Assets at		Net
Throughout Each		Value,	Investment	Unrealized				Net		Net				Value,	Total		End of		Investment				Gross		Portfolio
Fiscal Period:		Beginning	Income	Gains				Investment		Realized				End of	Return		Period		Income		Net		Expenses		Turnover
Beginning	Ending	of Period	(Loss)	(Losses)		Total		Income		Gains		Total		Period	(c)		(000’s	)	(Loss)		Expenses		(d)		Rate(c)
BROWN ADVISORY – WMC JAPAN ALPHA OPPORTUNITIES FUND:
Institutional Shares*
07/01/16	06/30/17	$  8.83	0.08	1.98		2.06		—		—		—		$10.89	23.33	%	$  985,654		0.80	%	1.15	%	1.15	%		100	%
07/01/15	06/30/16	12.83	0.06	(2.91	)	(2.85	)	(0.95	)	(0.20	)	(1.15	)	8.83	(24.02	)	1,828,840		0.53		1.14		1.14			105
07/01/14	06/30/15	10.50	0.05	2.86		2.91		(0.51	)	(0.07	)	(0.58	)	12.83	28.62		1,582,214		0.41		1.15		1.15			70
03/04/14^	06/30/14	10.00	0.05	0.45		0.50		—		—		—		10.50	5.00		1,080,717		1.59		1.21		1.21			26
Investor Shares*
07/01/16	06/30/17	8.81	0.07	1.97		2.04		—		—		—		10.85	23.16		2,814		0.65		1.30		1.30			100
07/01/15	06/30/16	12.82	0.04	(2.91	)	(2.87	)	(0.94	)	(0.20	)	(1.14	)	8.81	(24.20	)	1,595		0.38		1.29		1.29			105
07/01/14	06/30/15	10.49	0.03	2.87		2.90		(0.50	)	(0.07	)	(0.57	)	12.82	28.57		25,628		0.26		1.30		1.30			70
03/04/14^	06/30/14	10.00	0.05	0.44		0.49		—		—		—		10.49	4.90		4,522		1.44		1.36		1.36			26
Advisor Shares*
07/01/16	06/30/17	8.78	0.04	1.97		2.01		—		—		—		10.79	22.89		388		0.40		1.55		1.55			100
07/01/15	06/30/16	12.79	0.01	(2.90	)	(2.89	)	(0.92	)	(0.20	)	(1.12	)	8.78	(24.39	)	687		0.13		1.54		1.54			105
07/01/14	06/30/15	10.48	—	2.87		2.87		(0.49	)	(0.07	)	(0.56	)	12.79	28.22		1,670		0.01		1.55		1.55			70
03/04/14^	06/30/14	10.00	0.04	0.44		0.48		—		—		—		10.48	4.80		59		1.19		1.61		1.61			26
BROWN ADVISORY – SOMERSET EMERGING MARKETS FUND:
Institutional Shares*
07/01/16	06/30/17	8.73	0.12	1.43		1.55		(0.11	)	—		(0.11	)	10.17	18.04		407,616		1.31		1.17		1.17			23
07/01/15	06/30/16	9.74	0.13	(1.05	)	(0.92	)	(0.09	)	—		(0.09	)	8.73	(9.40	)	319,993		1.56		1.17		1.17			19
07/01/14	06/30/15	10.22	0.13	(0.46	)	(0.33	)	(0.15	)	—		(0.15	)	9.74	(3.22	)	268,530		1.31		1.22		1.22			22
07/01/13	06/30/14	9.52	0.20	0.61		0.81		(0.11	)	—		(0.11	)	10.22	8.62		193,676		2.08		1.25		1.25			19
12/12/12^	06/30/13	10.00	0.12	(0.60	)	(0.48	)	—	(e)	—		—	(e)	9.52	(4.77	)	122,515		2.17		1.41		1.41			19
Investor Shares*
07/01/16	06/30/17	8.71	0.11	1.43		1.54		(0.10	)	—		(0.10	)	10.15	17.90		183,378		1.16		1.32		1.32			23
07/01/15	06/30/16	9.73	0.12	(1.06	)	(0.94	)	(0.08	)	—		(0.08	)	8.71	(9.60	)	196,841		1.41		1.32		1.32			19
07/01/14	06/30/15	10.21	0.11	(0.45	)	(0.34	)	(0.14	)	—		(0.14	)	9.73	(3.33	)	155,919		1.16		1.37		1.37			22
07/01/13	06/30/14	9.51	0.19	0.61		0.80		(0.10	)	—		(0.10	)	10.21	8.51		24,291		1.93		1.40		1.40			19
12/12/12^	06/30/13	10.00	0.11	(0.60	)	(0.49	)	—	(e)	—		—	(e)	9.51	(4.87	)	11,695		2.02		1.56		1.56			19
Advisor Shares*
07/01/16	06/30/17	8.73	0.08	1.45		1.53		(0.07	)	—		(0.07	)	10.19	17.65		253		0.91		1.57		1.57			23
07/01/15	06/30/16	9.70	0.10	(1.05	)	(0.95	)	(0.02	)	—		(0.02	)	8.73	(9.82	)	281		1.16		1.57		1.57			19
07/01/14	06/30/15	10.18	0.09	(0.46	)	(0.37	)	(0.11	)	—		(0.11	)	9.70	(3.60	)	942		0.91		1.62		1.62			22
07/01/13	06/30/14	9.49	0.16	0.61		0.77		(0.08	)	—		(0.08	)	10.18	8.19		533		1.68		1.65		1.65			19
12/12/12^	06/30/13	10.00	0.10	(0.61	)	(0.51	)	—	(e)	—		—	(e)	9.49	(5.07	)	990		1.77		1.81		1.81			19

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

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Financial Highlights

			From Investment						Distributions to										Ratios to Average
			Operations(a)						Shareholders From										Net Assets(b)
					Net
For a Share					Realized									Net			Net
Outstanding		Net Asset	Net		&									Asset			Assets at		Net
Throughout Each		Value,	Investment		Unrealized				Net	Net				Value,	Total		End of		Investment				Gross		Portfolio
Fiscal Period:		Beginning	Income		Gains				Investment	Realized				End of	Return		Period		Income		Net		Expenses		Turnover
Beginning	Ending	of Period	(Loss)		(Losses)		Total		Income	Gains		Total		Period	(c)		(000’s	)	(Loss)		Expenses		(d)		Rate(c)
BROWN ADVISORY – MACQUARIE ASIA NEW STARS FUND:
Institutional Shares*
07/01/16	06/30/17	$  9.18	0.02		0.67		0.69		—	—		—		$  9.87	7.52	%	$239,812		0.25	%	1.55	%	1.55	%		169	%
07/01/15	06/30/16	11.70	—		(2.10	)	(2.10	)	—	(0.42	)	(0.42	)	9.18	(18.16	)	212,344		(0.03	)	1.51		1.51			126
11/21/14^	06/30/15	10.00	0.02		1.68		1.70		—	—		—		11.70	17.00		187,901		0.27		1.83		1.83			89
Investor Shares*
07/01/16	06/30/17	9.15	0.01		0.67		0.68		—	—		—		9.83	7.43		3,835		0.10		1.70		1.70			169
07/01/15	06/30/16	11.69	(0.02	)	(2.10	)	(2.12	)	—	(0.42	)	(0.42	)	9.15	(18.35	)	5,633		(0.18	)	1.66		1.66			126
11/21/14^	06/30/15	10.00	0.01		1.68		1.69		—	—		—		11.69	16.90		18,992		0.12		1.98		1.98			89

*	Redemption fees of less than $0.005/share are not presented and are included in net realized & unrealized gains (losses) from investment operations. Prior to October 19, 2012, Investor Shares of the Brown Advisory Growth Equity Fund, Flexible Equity Fund, Equity Income Fund, Small-Cap Growth Fund, Small-Cap Fundamental Value Fund, Intermediate Income Fund and Maryland Bond Fund were known as Institutional Shares. Prior to October 19, 2012, Institutional Shares of the Brown Advisory Small-Cap Growth Fund were known as D Shares.
^	Commencement of operations.
(a)	Calculated based on average shares outstanding during the fiscal period.
(b)	Annualized for periods less than one year. Ratios include only income and expenses of the funds themselves, as presented in the Statements of Operations, and do not include any additional or pro rata amounts of income or expenses from the ownership of any other investment companies (as applicable).
(c)	Not annualized for periods less than one year. Portfolio turnover rates are calculated at the fund level (not by individual share class).
(d)	Reflects the expense ratio excluding any expense waivers or expense recoupments.
(e)	Less than $0.005/share.

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

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Notes to Financial Statements

June 30, 2017

Note 1. Organization

The Brown Advisory Growth Equity Fund (“Growth Equity Fund”), Brown Advisory Flexible Equity Fund (“Flexible Equity Fund”), Brown Advisory Equity Income Fund (“Equity Income Fund”), Brown Advisory Sustainable Growth Fund (“Sustainable Growth Fund”), Brown Advisory Small-Cap Growth Fund (“Small-Cap Growth Fund”), Brown Advisory Small-Cap Fundamental Value Fund (“Small-Cap Fundamental Value Fund”), Brown Advisory Global Leaders Fund (“Global Leaders Fund”), Brown Advisory Intermediate Income Fund (“Intermediate Income Fund”), Brown Advisory Total Return Fund (“Total Return Fund”), Brown Advisory Strategic Bond Fund (“Strategic Bond Fund”), Brown Advisory Maryland Bond Fund (“Maryland Bond Fund”), Brown Advisory Tax Exempt Bond Fund (“Tax Exempt Bond Fund”), Brown Advisory Mortgage Securities Fund (“Mortgage Securities Fund”), Brown Advisory – WMC Strategic European Equity Fund (“WMC Strategic European Equity Fund”), Brown Advisory –WMC Japan Alpha Opportunities Fund (“WMC Japan Alpha Opportunities Fund”), Brown Advisory – Somerset Emerging Markets Fund (“Somerset Emerging Markets Fund”) and Brown Advisory – Macquarie Asia New Stars Fund (“Macquarie Asia New Stars Fund”) (individually a “Fund,” and collectively, the “Funds”) are each a series of shares of beneficial interest of Brown Advisory Funds (the “Trust”), which is registered under the Investment Company Act of 1940 as an open-ended management investment company. Prior to October 19, 2012, the Funds, except for the Sustainable Growth Fund, Global Leaders Fund, Total Return Fund, Tax Exempt Bond Fund, Mortgage Securities Fund, WMC Strategic European Equity Fund, WMC Japan Alpha Opportunities Fund, Somerset Emerging Markets Fund, and Macquarie Asia New Stars Fund, were series of Professionally Managed Portfolios Trust. Prior to April 12, 2010, the Funds, except for the Equity Income Fund, Sustainable Growth Fund, Global Leaders Fund, Total Return Fund, Strategic Bond Fund, Tax Exempt Bond Fund, Mortgage Securities Fund, WMC Strategic European Equity Fund, WMC Japan Alpha Opportunities Fund, Somerset Emerging Markets Fund, and Macquarie Asia New Stars Fund, each of which had yet to commence operations, were part of the Forum Funds Trust.

The Funds commenced operations as follows:

	Institutional	Investor	Advisor
	Shares	Shares	Shares
Growth Equity Fund	10/19/2012	$    6/28/1999*	5/18/2006**
Flexible Equity Fund	10/19/2012	11/30/2006*	1/24/2007**
Equity Income Fund	10/19/2012	12/29/2011*	12/29/2011
Sustainable Growth Fund	6/29/2012	6/29/2012	6/29/2012
Small-Cap Growth Fund	9/20/2002***	6/28/1999*	4/25/2006**
Small-Cap Fundamental Value Fund	10/19/2012	12/31/2008*	7/28/2011
Global Leaders Fund	—	7/1/2015	—
Intermediate Income Fund	—	11/2/1995*	5/13/1991**
Total Return Fund	10/30/2014	10/30/2014	—
Strategic Bond Fund	—	10/31/2014	9/30/2011
Maryland Bond Fund	—	12/21/2000*	—
Tax Exempt Bond Fund	—	6/29/2012	—
Mortgage Securities Fund	5/13/2014	12/26/2013	—
WMC Strategic European Equity Fund	10/21/2013	10/21/2013	10/21/2013
WMC Japan Alpha Opportunities Fund	3/4/2014	3/4/2014	3/4/2014
Somerset Emerging Markets Fund	12/12/2012	12/12/2012	12/12/2012
Macquarie Asia New Stars Fund^	11/21/2014	11/21/2014	—

_________________________

^	Known as the Brown Advisory Emerging Markets Small-Cap Fund prior to May 1, 2017.
*	Prior to October 19, 2012, Investor Shares were known as Institutional Shares.
**	Prior to July 1, 2011, Advisor Shares were known as A Shares.
***	Prior to October 19, 2012, Small-Cap Growth Fund Institutional Shares were known as D Shares.

Each share class has equal rights as to earnings and assets except that each class bears different shareholder servicing and distribution expenses. Each share class has exclusive voting rights with respect to matters that affect just that class. Income, expenses (other than expenses attributable to a specific class), and realized and unrealized gains or losses on investments are allocated to each share class on its relative net assets.

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The investment objective of Growth Equity Fund and Small-Cap Growth Fund is to achieve capital appreciation by primarily investing in equity securities. The investment objective of Small-Cap Fundamental Value Fund is to achieve long-term capital appreciation. Flexible Equity Fund’s investment objective is to achieve long-term growth of capital. Maryland Bond Fund’s investment objective is to provide a high level of current income exempt from both Federal and Maryland State income taxes without undue risk. Intermediate Income Fund’s investment objective is to provide a high level of current income consistent with preservation of principal within an intermediate-term maturity structure. Equity Income Fund’s investment objective is to provide current dividend yield and dividend growth. Sustainable Growth Fund’s investment objective is to seek capital appreciation by investing at least 80% of its net assets in equity securities of environmentally sustainable domestic companies. The investment objective of the Strategic Bond Fund is to achieve capital appreciation and income with a low correlation to interest rate movements. Tax Exempt Bond Fund’s investment objective is to seek to provide a high level of current income exempt from Federal income tax by investing primarily in intermediate-term investment grade municipal bonds. The investment objective of the Somerset Emerging Markets Fund is to seek to achieve total return by investing principally in equity securities issued by companies established or operating in emerging markets. The investment objective of the WMC Strategic European Equity Fund seeks to achieve total return by investing principally in equity securities issued by companies established or operating in Europe. The investment objective of the Mortgage Securities Fund seeks to maximize total return consistent with preservation of capital. The investment objective of the WMC Japan Alpha Opportunities Fund seeks to achieve total return by investing principally in equity securities of companies which are domiciled in or exercise the predominant part of their economic activity in Japan. Global Leaders Fund seeks to achieve capital appreciation by investing primarily in global equities. The investment objective of the Total Return Fund is to provide a competitive total return consistent with preservation of principal. The Macquarie Asia New Stars Fund’s investment objective is to achieve total return by investing principally in equity securities issued by small and medium capitalization companies which are domiciled in or exercise the predominant part of their economic activity in Asia (excluding Japan).

Note 2. Significant Accounting Policies

The following is a summary of significant accounting policies consistently followed by the Funds. These policies are in conformity with accounting principles generally accepted in the United States of America.

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

Level 1 –	Quoted prices in active markets for identical securities.
Level 2 –	Evaluated price based on other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment spreads, credit risk, etc).
Level 3 –	Significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

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

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

For foreign securities that are traded on foreign exchanges, the Funds have selected ICE Data Services (“ICE”) to provide pricing data for those such securities that are held by the Funds. The use of ICE’s pricing services with respect to these foreign exchange traded securities is designed to capture events occurring after a foreign exchange closes that may affect the value of certain holdings of the Funds that are traded on those foreign exchanges. The Funds utilize a confidence interval when determining whether or not

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to utilize these prices provided by ICE. The confidence interval is a measure of the relationship that each foreign exchange traded security has to movements in various indices and the price of the foreign exchange traded security’s corresponding American Depositary Receipt, if one exists. ICE provides a confidence interval for each foreign exchange traded security for which it provides a price. If the confidence interval provided by ICE is equal to or greater than a predefined level utilized by the Funds, the Funds will value that foreign exchange traded security at that price. If the confidence interval provided by ICE is less than the predefined level utilized by the Funds, the Funds will value that foreign exchange traded security at the preceding closing price on its respective foreign exchange, or, if there were no transactions on the preceding day, at the mean between the bid and the asked prices. Such foreign securities are typically categorized as Level 2 securities. Foreign securities for which the local market closing prices are utilized are typically categorized as Level 1 securities.

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

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

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

Forward foreign currency contracts are valued at the prevailing forward exchange rate of the underlying currencies and are categorized as Level 2 securities.

Securities for which quotations are not readily available are valued at their respective fair values as determined in good faith under guidelines and procedures adopted by the Board of Trustees. These are generally considered Level 3 securities when significant unobservable inputs are utilized in the determination of the fair value. When a security is “fair valued,” consideration is given to the facts and circumstances relevant to the particular situation, including a review of various factors set forth in the guidelines and procedures adopted by the Board of Trustees. Fair value pricing is an inherently subjective process, and no single standard exists for determining fair value. Different funds could reasonably arrive at different values for the same security. The use of fair value pricing by a fund may cause the net asset value of its shares to differ significantly from the net asset value that would be calculated without regard to such considerations. As of June 30, 2017, the Small-Cap Growth Fund was the only fund that held any fair valued securities. As of June 30, 2017, the Small-Cap Growth Fund held fair valued securities with a total market value of $2,546,652 or 0.5% of net assets.

The following is a summary of inputs used to value the Funds’ investments as of June 30, 2017:

	Level 1		Level 2		Level 3
Growth Equity Fund
Common Stocks	$	1,643,121,891	$	—	$	—
REIT^		56,642,082		—		—
Short-Term Investments		66,595,850		—		—
Total Investments	$	1,766,359,823	$	—	$	—
Flexible Equity Fund
Common Stocks	$	385,164,137	$	—	$	—
REIT^		7,419,230		—		—
Closed-End Funds		9,943,145		—		—
Warrants		444,000		—		—
Short-Term Investments		14,556,267		—		—
Total Investments	$	417,526,779	$	—	$	—

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	Level 1			Level 2		Level 3
Equity Income Fund
Common Stocks	$	100,450,357		$	—	$	—
Preferred Stocks		2,214,042			—		—
REIT^		7,442,017			—		—
Short-Term Investments		3,875,764			—		—
Total Investments	$	113,982,180		$	—	$	—
Sustainable Growth Fund
Common Stocks	$	392,294,382		$	—	$	—
REIT^		18,580,771			—		—
Short-Term Investments		18,710,074			—		—
Total Investments	$	429,585,227		$	—	$	—
Small-Cap Growth Fund
Common Stocks	$	489,643,399		$	—	$	—
Private Placements		—			—		2,415,460
Contingent Value Rights		—			—		131,192
Short-Term Investments		40,862,590			—		—
Total Investments	$	530,505,989		$	—	$	2,546,652
Small-Cap Fundamental Value Fund
Common Stocks	$	1,003,891,900		$	—	$	—
REIT^		143,252,541			—		—
Short-Term Investments		55,425,717			—		—
Total Investments	$	1,202,570,158		$	—	$	—
Global Leaders Fund
Common Stocks:
China	$	—		$	1,271,459	$	—
France		—			1,373,947		—
Germany		—			1,353,921		—
India		1,195,286			—		—
Indonesia		—			873,804		—
Japan		—			610,437		—
Sweden		—			1,097,396		—
Switzerland		—			1,359,192		—
Taiwan		1,358,161			—		—
United Kingdom		—			2,322,716		—
United States		25,680,322			—		—
Short-Term Investments		694,025			—		—
Total Investments	$	28,927,794		$	10,262,872	$	—
Intermediate Income Fund
Corporate Bonds & Notes	$	—		$	39,176,787	$	—
Mortgage Backed Securities		—			21,551,952		—
Asset Backed Securities		—			13,400,077		—
Municipal Bonds		—			10,320,006		—
U.S. Treasury Notes		—			16,839,713		—
Affiliated Mutual Funds		29,562,515			—		—
Short-Term Investments		3,321,580			—		—
Total Investments	$	32,884,095		$	101,288,535	$	—
Total Return Fund
Corporate Bonds & Notes	$	—		$	37,611,633	$	—
Mortgage Backed Securities		—			37,577,273		—
Asset Backed Securities		—			29,707,108		—
Municipal Bonds		—			2,540,951		—
U.S. Treasury Notes		—			6,712,540		—
Short-Term Investments		6,923,309			549,047		—
Total Investments	$	6,923,309		$	114,698,552	$	—
Futures Contracts – Long*	$	128,128		$	—	$	—
Futures Contracts – Short*	$	5,482		$	—	$	—
Strategic Bond Fund
Asset Backed Securities	$	—		$	57,387,646	$	—
Mortgage Backed Securities		—			34,011,705		—
Corporate Bonds & Notes		—			25,446,025		—
Municipal Bonds		—			3,418,076		—
Preferred Stocks		62,448			—		—
Closed-End Funds		969,307			—		—
Exchange Traded Funds		4,531,579			—		—
Short-Term Investments		2,814,897			—		—
Total Investments	$	8,378,231		$	120,263,452	$	—
Futures Contracts – Short*	$	26,072		$	—	$	—
Maryland Bond Fund
Municipal Bonds	$	—		$	176,368,297	$	—
Short-Term Investments		3,035,035			—		—
Total Investments	$	3,035,035		$	176,368,297	$	—
Tax Exempt Bond Fund
Municipal Bonds	$	—		$	250,984,017	$	—
Short-Term Investments		3,945,333			—		—
Total Investments	$	3,945,333		$	250,984,017	$	—
Mortgage Securities Fund
Mortgage Backed Securities	$	—		$	375,609,784	$	—
Asset Backed Securities		—			64,454,618		—
Municipal Bonds		—			4,255,661		—
Preferred Stocks		390,300			—		—
Short-Term Investments		22,284,523			299,480		—
Total Investments	$	22,674,823		$	444,619,543	$	—
Futures Contracts – Long*	$	(78,219	)	$	—	$	—
WMC Strategic European Equity Fund
Common Stocks:
Austria	$	—		$	6,154,300	$	—
Belgium		—			29,377,256		—
Denmark		2,761,836			48,133,027		—
Finland		—			60,691,596		—
France		—			158,992,460		—
Germany		—			100,488,972		—
Italy		—			18,728,814		—
Netherlands		—			84,423,056		—
Spain		—			10,770,681		—
Sweden		8,897,722			109,507,032		—
Switzerland		10,997,835			190,646,073		—
United Kingdom		34,700,449			298,425,707		—
Preferred Stocks		—			5,163,895		—
Short-Term Investments		10,565,414			—		—
Total Investments	$	67,923,256		$	1,121,502,869	$	—

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	Level 1		Level 2		Level 3
WMC Japan Alpha Opportunities Fund
Common Stocks	$	338,499	$	913,945,466	$	—
REIT^		—		1,211,095		—
Short-Term Investments		75,338,358		—		—
Total Investments	$	75,676,857	$	915,156,561	$	—
Futures Contracts – Long*	$	237,156	$	—	$	—
Somerset Emerging Markets Fund
Common Stocks:
Brazil	$	29,542,398	$	—	$	—
Chile		27,683,854		—		—
China		—		19,555,967		—
Hungary		—		49,217,144		—
India		—		56,273,699		—
Indonesia		—		18,607,064		—
Nigeria		—		4,740,045		—
Philippines		—		17,565,038		—
Poland		6,527,363		19,247,168		—
Portugal		—		7,879,793		—
South Africa		—		28,993,757		—
South Korea		—		125,474,569		—
Taiwan		4,746,297		55,226,407		—
Turkey		1,137,820		30,366,019		—
United Arab Emirates		12,533,341		5,110,383		—
United Kingdom		14,840,041		38,217,293		—
Warrants		5,781		—		—
Short-Term Investments		16,806,386		—		—
Total Investments	$	113,823,281	$	476,474,346	$	—
Macquarie Asia New Stars Fund
Common Stocks:
China	$	19,116,572	$	58,939,565	$	—
India		—		37,871,450		—
Indonesia		—		5,643,419		—
Malaysia		—		5,238,091		—
Philippines		—		8,691,406		—
Singapore		—		13,765,831		—
South Korea		625,775		39,383,014		—
Taiwan		—		33,367,375		—
Thailand		—		5,918,551		—
REIT^		—		3,491,510		—
Short-Term Investments		13,984,799		—		—
Total Investments	$	33,727,146	$	212,310,212	$	—

^	Real Estate Investment Trusts
*	Amounts presented for Futures Contracts represent total unrealized appreciation (depreciation) as of June 30, 2017.

The Funds recognize transfers between levels as of the end of the fiscal year. There were no transfers into or out of Level 1 or Level 2 securities as of June 30, 2017.

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

Small-Cap Growth Fund	Contingent Value Rights		Private Placements
Balance as of June 30, 2016	$	131,192	$	2,559,816
Acquisitions/Purchases		—		47,000
Returns of Capital		—		(511,899	)
Realized Gains		—		7,306
Change in Unrealized Appreciation		—		313,237
Balance as of June 30, 2017	$	131,192	$	2,415,460

The Contingent Value Rights (“CVR”) were acquired as a result of Dyax Corp. (which was a portfolio holding of the Fund) being acquired by Shire PLC. In exchange for the Fund’s shares in Dyax Corp., the Fund received cash considerations from Shire PLC as well as the CVR. The CVR are valued at the difference between the cash price at which Dyax Corp. was acquired by Shire PLC and the closing price of Dyax Corp. on its last day of trading prior to the acquisition.

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

B. Securities Transactions and Investment Income – Investment securities transactions are accounted for on the trade date. Discounts/premiums on debt securities purchased are accreted/amortized over the life of the respective securities. Dividend income is recorded on the ex-dividend date. Interest income is recorded on an accrual basis. Income and capital gains on some foreign securities may be subject to foreign withholding or capital gains taxes. Identified cost of investments sold is used to

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determine the gain and loss for both financial statement and Federal income tax purposes. Distributions deemed to be a return of capital are recorded as a reduction of the cost of the related investments.

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

The Funds do not isolate the portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.

The Funds report net realized foreign exchange gains and losses that arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund’s books and the U.S. Dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of the assets and liabilities, other than investments in securities at fiscal year end, resulting from changes in exchange rates.

Some of the Funds may invest in forward foreign currency contracts. These amounts are presented separately from realized and unrealized gains and losses from investments in the financial statements.

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

When a Fund purchases an option, an amount equal to the premium paid by a Fund is recorded as an investment and is subsequently adjusted to the current value of the option purchased. If an option expires on the stipulated expiration date or if a Fund enters into a closing sale transaction, a gain or loss is realized. If a call option is exercised, the cost of the security acquired is increased by the premium paid for the call. If a put option is exercised, a gain or loss is realized from the sale of the underlying security, and the proceeds from such sale are decreased by the premium originally paid. Written and purchased options are non- income producing securities.

None of the Funds purchased, sold or wrote any options during the year ended June 30, 2017.

E. Distributions to Shareholders – For the Maryland Bond Fund and Tax Exempt Bond Fund distributions of net investment income, if any, are declared daily and paid monthly. Distributions to shareholders of net investment income, if any, are declared and paid monthly for the Intermediate Income Fund, Total Return Fund, Strategic Bond Fund and Mortgage Securities Fund and quarterly for the Equity Income Fund. The remaining Funds declare and pay net investment income, if any, at least annually. Distributions to shareholders of net capital gains, if any, are declared and paid at least annually. Distributions are recorded on the ex-dividend date.

F. Use of Estimates – The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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

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

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The Funds have analyzed their tax positions and have concluded that no liability for unrecognized tax benefits should be recorded related to uncertain income tax positions taken on returns filed for open tax years (2014-2016) as of June 30, 2017 or are expected to be taken in the Funds’ 2017 tax returns. The Funds identify their major tax jurisdictions as U.S. Federal and Delaware State; however the Funds are not aware of any tax position for which it is reasonably possible that the total amounts of unrecognized tax benefits will change materially in the next year.

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

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

J. New Accounting Pronouncements – In March 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2017-08, Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities. The amendments in the ASU shorten the amortization period for certain callable debt securities, held at a premium, to be amortized to the earliest call date. The ASU does not require an accounting change for securities held at a discount; which continues to be amortized to maturity. The ASU is effective for fiscal years and interim periods within those fiscal years beginning after December 15, 2018. Management is currently evaluating the impact of applying this provision.

K. Subsequent Events – In preparing these financial statements, the Funds have evaluated events and transactions for potential recognition through the date the financial statements were issued. No material events or transactions occurred subsequent to June 30, 2017 that would require recognition or disclosure in these financial statements.

Note 3. Commitments and Other Affiliated Party Transactions

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

	Annual Advisory Fee		Annual Advisory Fee
Growth Equity Fund	0.60%	Strategic Bond Fund	0.40%
Flexible Equity Fund	0.60%	Maryland Bond Fund	0.30%
Equity Income Fund	0.60%	Tax Exempt Bond Fund	0.30%
Sustainable Growth Fund	0.60%	Mortgage Securities Fund	0.30%
Small-Cap Growth Fund	0.85%	WMC Strategic European Equity Fund**	0.90%
Small-Cap Fundamental Value Fund	0.85%	WMC Japan Alpha Opportunities Fund**	1.00%
Global Leaders Fund*	0.65%	Somerset Emerging Markets Fund***	0.90%
Intermediate Income Fund	0.30%	Macquarie Asia New Stars Fund****	1.25%
Total Return Fund	0.30%

*	Subject to the general oversight of the Adviser and Board of Trustees for the year ended June 30, 2017, Brown Advisory Limited (“BAL”) served as sub- adviser to the Global Leaders Fund and made investment decisions on its behalf. BAL is compensated for its services by the Adviser.
**	Subject to the general oversight of the Adviser and Board of Trustees for the year ended June 30, 2017, Wellington Management Company LLP (“Wellington”) served as sub-adviser to the WMC Strategic European Equity Fund and the WMC Japan Alpha Opportunities Fund and made investment decisions on their behalf. Wellington is compensated for its services by the Adviser.
***	Subject to the general oversight of the Adviser and Board of Trustees for the year ended June 30, 2017, Somerset Capital Management, LLP (“Somerset”) served as sub-adviser to the Somerset Emerging Markets Fund and made investment decisions on its behalf. Somerset is compensated for its services by the Adviser.
****	Subject to the general oversight of the Adviser and Board of Trustees for the year ended June 30, 2017, Macquarie Funds Management Hong Kong Limited (“MFMHKL”) served as sub-adviser to the Macquarie Asia New Stars Fund and made investment decisions on its behalf. MFMHKL is compensated for its services by the Adviser.

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

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Fee Waivers and Expense Reimbursements (Operating Expense Caps) – The Adviser has contractually agreed to waive a portion of its fees and reimburse certain expenses to limit total annual operating expenses for each or the class’ average daily net assets for the Funds noted below:

	Institutional Shares	Investor Shares	Advisor Shares
Growth Equity Fund	1.00%	1.15%	1.35%
Flexible Equity Fund	1.00%	1.15%	1.35%
Equity Income Fund	1.00%	1.15%	1.35%
Sustainable Growth Fund	1.00%	1.15%	1.35%
Small-Cap Growth Fund	1.25%	1.40%	1.60%
Small-Cap Fundamental Value Fund	1.25%	1.40%	1.60%
Global Leaders Fund	0.70%	0.85%	1.10%
Intermediate Income Fund	0.55%	0.60%	0.80%
Total Return Fund	0.55%	0.60%	0.80%
Strategic Bond Fund	0.65%	0.70%	0.95%
Maryland Bond Fund	0.55%	0.60%	0.80%
Tax Exempt Bond Fund	0.55%	0.60%	0.80%
Mortgage Securities Fund	0.55%	0.60%	0.80%
WMC Strategic European Equity Fund	1.60%	1.75%	2.00%
WMC Japan Alpha Opportunities Fund	1.70%	1.85%	2.10%
Somerset Emerging Markets Fund	1.60%	1.75%	2.00%
Macquarie Asia New Stars Fund	1.95%	2.10%	2.35%

For the year ended June 30, 2017, the Adviser waived $99,017 in expenses for the Global Leaders Fund and $15,150 in expenses for the Strategic Bond Fund. The Adviser is permitted to seek reimbursement from the Funds for fees waived and/or Fund expenses it pays over the following three years after such payment. The Funds must pay their current ordinary operating expenses before the Adviser is entitled to any reimbursement of fees and/or expenses. At June 30, 2017, the cumulative amounts of previously waived fees that the Adviser may recoup from the Funds are shown below:

	June 30,
	2018		2019		2020		Total
Global Leaders Fund	$	—	$	84,282	$	99,017	$	183,299
Strategic Bond Fund		7,500		14,033		15,150		36,683

Distribution – Quasar Distributors, LLC (“the Distributor”) serves as principal underwriter for shares of the Funds, and acts as each Fund’s Distributor in a continuous public offering of each Fund’s shares. The Distributor is an affiliate of the Administrator.

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

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

Investments in Affiliates – Intermediate Income Fund

The Intermediate Income Fund and Mortgage Securities Fund are considered affiliates since Brown Advisory LLC is the Adviser to both of the Funds. In seeking to achieve its investment objective, the Intermediate Income Fund invests a portion of its assets into the Mortgage Securities Fund. As of June 30, 2017, the Intermediate Income Fund owned shares of the Mortgage Securities Fund with a total market value of $29,562,515, or 21.7% of the Intermediate Income Fund’s net assets.

The Intermediate Income Fund has entered into a Fee Waiver Agreement (“the Agreement”) with the Adviser. Per the Agreement, the Intermediate Income Fund will waive Advisory Fees in an amount equal to the Advisory Fees earned by the Mortgage

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Securities Fund on the assets invested into it by the Intermediate Income Fund. For example, if the Intermediate Income Fund owned $10,000,000 worth of the Mortgage Securities Fund for an entire year, it would waive, on an annual basis, $30,000 in Advisory Fees ($10,000,000 multiplied by 0.30%, the annual Advisory Fee ratio for the Mortgage Securities Fund). For the year ended June 30, 2017, the Intermediate Income Fund waived $85,190 in Advisory Fees per the terms of the Agreement. This is a permanent waiver of fees and these waived fees may not be recouped by the Adviser at any time in the future.

See the table below for details of the Intermediate Income Fund’s investment in the Mortgage Securities Fund Institutional Shares for the year ended June 30, 2017:

Beginning			Unrealized	Net	Change In	Ending Market
Market Value		Proceeds	Appreciation	Realized	Unrealized	Value		Capital
[# of shares held]	Purchases at Cost	from Sales	(Depreciation)	Gains	Appreciation	[# of shares held]	Dividend	Gain
7/01/2016	[# of shares purchased]	[# of shares sold]	6/30/2017	(Losses)	(Depreciation)	6/30/2017	Income	Distributions
$30,526,684	$4,000,000	$4,130,000	$(675,926)	28,260	(862,429)	$29,562,515	$577,759	$179,865
[2,992,812]	[406,091]	[403,714]				[2,995,189]

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

Rule 17a-7 Transactions – Each Fund is permitted to purchase and sell securities to certain affiliated parties under specified conditions outlined in procedures adopted by the Board of Trustees pursuant to Rule 17a-7 under the 1940 Act. Pursuant to these procedures, for the year ended June 30, 2017, the Tax Exempt Bond Fund, WMC Strategic European Equity Fund and WMC Japan Alpha Opportunities Fund engaged in securities purchases of $3,094,815, $342,591, and $251,915,respectively, and the Maryland Bond Fund and WMC Japan Alpha Opportunities Fund engaged in securities sales of $3,094,815 and $11,150,609, respectively. These transactions are included in the purchases and sales table in Note 4.

Note 4. Purchases and Sales of Securities

The cost of purchases and the proceeds from sales of investments (including maturities), other than short-term investments, for the year ended June 30, 2017 were as follows:

Fund	Purchases		Sales		Fund	Purchases		Sales
Growth Equity	$	739,808,691	$	1,375,750,268	Strategic Bond	$	272,601,095	$	198,059,188
Flexible Equity		56,012,787		96,470,330	Maryland Bond		93,181,831		90,434,185
Equity Income		7,465,079		32,352,524	Tax Exempt Bond		159,922,914		131,958,391
Sustainable Growth		165,836,474		151,729,256	Mortgage Securities		1,950,957,393		1,965,762,439
Small-Cap Growth		241,088,067		84,698,074	WMC Strategic European Equity		290,356,868		380,740,931
Small-Cap Fundamental Value		338,497,718		322,434,638	WMC Japan Alpha Opportunities		1,429,102,272		2,609,682,590
Global Leaders		18,503,556		10,743,147	Somerset Emerging Markets		119,976,564		128,276,222
Intermediate Income		86,146,476		93,810,710	Macquarie Asia New Stars		356,440,051		336,318,406
Total Return		246,204,785		215,308,593

The Intermediate Income Fund purchased $20,967,802 and sold $30,423,892 in U.S. Government securities for the year ended June 30, 2017. The Total Return Fund purchased $2,468,602 and sold $3,273,352 in U.S. Government Securities for the year ended June 30, 2017. The Mortgage Securities Fund purchased $30,460,391 and sold $48,145,566 in U.S. Government securities for the year ended June 30, 2017. Purchases and sales of U.S. Government securities are included in the totals above and include U.S. Treasury Bonds and Notes.

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Note 5. Federal Income Tax and Distribution Information

At June 30, 2017, the components of distributable earnings (accumulated losses) on a tax basis were as follows:

	Growth			Flexible			Equity			Sustainable			Small-Cap			Small-Cap
	Equity			Equity			Income			Growth			Growth			Fundamental
	Fund			Fund			Fund			Fund			Fund			Value Fund
Cost of investments	$	1,161,976,593		$	292,435,618		$	76,519,598		$	302,155,740		$	406,021,601		$	926,083,997
Unrealized appreciation		640,322,375			135,718,008			39,015,924			130,139,654			149,644,373			297,340,703
Unrealized depreciation		(35,939,145	)		(10,626,847	)		(1,553,342	)		(2,710,167	)		(22,613,333	)		(20,854,542	)
Net unrealized app (dep)		604,383,230			125,091,161			37,462,582			127,429,487			127,031,040			276,486,161
Undistributed income		—			1,031,757			306,381			—			—			16,074,525
Undistributed capital gains		119,373,274			—			3,329,259			8,366,265			6,763,267			18,486,869
Total distributable earnings		119,373,274			1,031,757			3,635,640			8,366,265			6,763,267			34,561,394
Other accumulated losses		(848,321	)		(172,112	)		—			(468,926	)		(2,109,980	)		—
Total earnings (losses)	$	722,908,183		$	125,950,806		$	41,098,222		$	135,326,826		$	131,684,327		$	311,047,555
	Global			Intermediate			Total			Strategic			Maryland			Tax Exempt
	Leaders			Income			Return			Bond			Bond			Bond
	Fund			Fund			Fund			Fund			Fund			Fund
Cost of investments	$	32,074,707		$	134,641,063		$	121,378,996		$	128,096,908		$	178,068,874		$	255,274,195
Unrealized appreciation		7,337,822			876,020			1,013,686			1,031,593			2,772,802			2,655,988
Unrealized depreciation		(221,863	)		(1,344,453	)		(770,821	)		(486,818	)		(1,438,344	)		(3,000,833	)
Net unrealized app (dep)		7,115,959			(468,433	)		242,865			544,775			1,334,458			(344,845	)
Undistributed income		36,421			8,678			173,151			135,751		259,010^			518,207^
Undistributed capital gains		—			—			—			—			—			—
Total distributable earnings		36,421			8,678			173,151			135,751		259,010^			518,207^
Other accumulated losses		(1,550,891	)		(219,927	)		(663,993	)		(3,255,998	)		(666,782	)		(2,801,772	)
Total earnings (losses)	$	5,601,489		$	(679,682	)	$	(247,977	)	$	(2,575,472	)	$	926,686		$	(2,628,410	)
							WMC Japan
	Mortgage			WMC Strategic			Alpha			Somerset			Macquarie
	Securities			European			Opportunities			Emerging			Asia New
	Fund			Equity Fund			Fund			Markets Fund			Stars Fund
Cost of investments	$	469,014,592		$	993,679,562		$	855,440,710		$	502,586,929		$	235,817,781
Unrealized appreciation		2,244,691			226,446,953			193,370,626			114,261,311			18,866,068
Unrealized depreciation		(3,964,917	)		(30,700,390	)		(57,977,918	)		(26,550,613	)		(8,646,491	)
Net unrealized app (dep)		(1,720,226	)		195,746,563			135,392,708			87,710,698			10,219,577
Undistributed income		538,812			11,692,431			—			4,336,702			884,945
Undistributed capital gains		—			—			89,958,859			—			—
Total distributable earnings		538,812			11,692,431			89,958,859			4,336,702			884,945
Other accumulated losses		(7,226,396	)		(38,795,102	)		210,471			(51,514,030	)		(23,105,795	)
Total earnings (losses)	$	(8,407,810	)	$	168,643,892		$	225,562,038		$	40,533,370		$	(12,001,273	)

^ Represents tax exempt income.

The differences between components of distributable earnings on a tax basis and the amounts reflected in the Statements of Assets and Liabilities are primarily due to wash sales, post-October losses, post-December ordinary losses and distributions payable.

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Notes to Financial Statements

June 30, 2017

At June 30, 2017, the following capital loss carryforwards and tax deferrals were available and outstanding, respectively:

	Capital Loss Carryforwards						Tax Deferrals
							Post-October		Post-December
Fund	Short-Term		Long-Term		Total		Capital Losses		Ordinary Losses
Growth Equity	$	—	$	—	$	—	$	—	$	848,321
Flexible Equity		172,201		—		172,201		—		—
Equity Income		—		—		—		—		—
Sustainable Growth		—		—		—		—		468,926
Small-Cap Growth		—		—		—		1,805,041		304,939
Small-Cap Fundamental Value		—		—		—		—		—
Global Leaders		1,249,995		304,021		1,554,016		—		—
Intermediate Income		—		—		—		42,224		—
Total Return		—		495,071		495,071		—		—
Strategic Bond		2,497,205		555,068		3,052,273		—		—
Maryland Bond		—		—		—		407,832		—
Tax Exempt Bond		750,093		1,533,356		2,283,449		—		—
Mortgage Securities		—		—		—		6,706,529		—
WMC Strategic European Equity		32,605,428		6,259,973		38,865,401		—		—
WMC Japan Alpha Opportunities		—		—		—		—		—
Somerset Emerging Markets		19,463,996		32,053,873		51,517,869		—		—
Macquarie Asia New Stars		19,498,869		3,606,780		23,105,649		—		—

Distributions during the fiscal periods ended as noted were characterized for tax purposes as follows:

	Tax Exempt Income				Ordinary Income				Long-Term Capital Gain^
Fund	June 30, 2017		June 30, 2016		June 30, 2017		June 30, 2016		June 30, 2017		June 30, 2016
Growth Equity	$	—	$	—	$	—	$	7,902,803	$	147,424,619	$	141,076,499
Flexible Equity		—		—		1,573,168		1,728,214		—		—
Equity Income		—		—		2,223,795		3,370,204		3,997,807		1,785,670
Sustainable Growth		—		—		—		2,679,763		2,507,623		11,297,130
Small-Cap Growth		—		—		2,227,897		763,358		11,963,700		39,659,100
Small-Cap Fundamental Value		—		—		3,609,251		2,796,635		686,156		17,190,395
Global Leaders		—		—		53,915		—		—		—
Intermediate Income		—		—		2,972,217		3,434,796		—		369,469
Total Return		—		—		2,424,000		2,222,152		101,725		—
Strategic Bond		—		—		1,658,199		2,476,783		—		—
Maryland Bond		3,777,617		4,031,803		262,963		3,271		381,305		906,772
Tax Exempt Bond		7,094,476		5,642,129		17,897		—		—		—
Mortgage Securities		—		—		10,242,951		7,907,002		—		1,257,738
WMC Strategic European Equity		—		—		12,612,291		2,992,321		—		—
WMC Japan Alpha Opportunities		—		—		—		227,528,772		—		3,902,671
Somerset Emerging Markets		—		—		6,508,402		3,928,021		—		—
Macquarie Asia New Stars		—		—		—		8,503,241		—		—

^ Designated as a long-term capital gain dividend, pursuant to Internal Revenue Code Section 852(b)(3).

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130

Notes to Financial Statements

June 30, 2017

In the Statements of Assets and Liabilities, as a result of net operating losses incurred, adjustments to holdings of Real Estate Investment Trusts, currency gains and losses, distribution reclassifications and income adjustments to asset-backed security transactions, certain amounts of income, realized gains, and paid-in capital have been reclassified for the year ended June 30, 2017. These reclassifications have no impact on the net assets of the Funds:

				Undistributed
				(Accumulated)			Accumulated
	Paid-in			Net Investment			Net Realized
Fund	Capital			Income (Loss)			Gain (Loss)
Growth Equity	$	37,848,482		$	7,600,295		$	(45,448,777	)
Flexible Equity		157,390			(500	)		(156,890	)
Equity Income		1,797,828			47			(1,797,875	)
Sustainable Growth		(1,236,600	)		1,273,275			(36,675	)
Small-Cap Growth		1,651,167			1,602,019			(3,253,186	)
Small-Cap Fundamental Value		2,397,801			44,315			(2,442,116	)
Global Leaders		(282,988	)		(86,670	)		369,658
Intermediate Income		—			298,120			(298,120	)
Total Return		—			128,733			(128,733	)
Strategic Bond		—			64,569			(64,569	)
Maryland Bond		26,174			(51	)		(26,123	)
Tax Exempt Bond		—			4			(4	)
Mortgage Securities		151,950			1,972,546			(2,124,496	)
WMC Strategic European Equity		—			(5,094	)		5,094
WMC Japan Alpha Opportunities		(295,874,001	)		329,672,387			(33,798,386	)
Somerset Emerging Markets		—			(403,065	)		403,065
Macquarie Asia New Stars		—			367,348			(367,348	)

Note 6. Forward Foreign Currency Contracts

The WMC Japan Alpha Opportunities Fund held forward foreign currency contracts during the year ended June 30, 2017.

The majority of the WMC Japan Alpha Opportunities Fund’s assets are denominated in Japanese Yen. The WMC Japan Alpha Opportunities Fund may seek to offset or hedge its exposure to the Japanese Yen by entering into forward foreign currency contracts. A forward foreign currency contract is a commitment to purchase or sell a foreign currency at a future date at an agreed upon price. These contracts are traded over-the-counter and not on an organized exchange. The contracts are marked-to-market daily and the change in market value is recorded as unrealized appreciation or depreciation. When the contract is closed, a realized gain or loss equal to the difference between the value at the time it was opened and the value at the time it was closed is recorded. The realized gains or losses are reported in the Statement of Operations as net realized gains or losses from forward foreign currency contracts. Unrealized appreciation on forward foreign currency contracts and unrealized depreciation on forward foreign currency contracts is reported in the Statement of Assets and Liabilities for those contracts that remain open as of year end (there are no forward foreign currency contracts open as of June 30, 2017). Risks may arise from the potential inability of a counterparty to meet the terms of the contract. There is generally no collateral exchanged by the Fund or counterparty to the contract in connection with these contracts. The Fund’s risk of loss from counterparty credit risk on these contracts is generally limited to the aggregate unrealized appreciation (depreciation) on open contracts on a counterparty by counterparty basis. The Fund attempts to mitigate counterparty credit risk by only entering into agreements with counterparties that it believes have the financial resources to honor their obligations and by monitoring the financial stability of those counterparties.

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Notes to Financial Statements

June 30, 2017

The effect of forward foreign currency contracts, not accounted for as hedging instruments, on the Statements of Operations for the year ended June 30, 2017 is as follows:

	Net Realized	Net Change In Unrealized
	Gain (Loss) –	Appreciation (Depreciation) –
	Forward Foreign	Forward Foreign
	Currency Contracts	Currency Contracts
WMC Japan Alpha Opportunities Fund	$(11,565,713)	$(10,962,063)

For the year ended June 30, 2017, the average net exposure, in U.S. Dollars, of forward foreign currency contracts held by the WMC Japan Alpha Opportunities Fund was $16,415,635. The WMC Japan Alpha Opportunities Fund is not invested in any forward foreign currency contracts as of June 30, 2017.

Note 7. Futures Contracts

The Total Return Fund, Strategic Bond Fund, Mortgage Securities Fund and WMC Japan Alpha Opportunities Fund invested in futures contracts during the year ended June 30, 2017. At the time a Fund purchases or enters into a futures contract, the Fund deposits and maintains as collateral an initial margin with the broker, as required by the terms of the contract. Pursuant to the contract, the Fund agrees to receive from or pay to the broker an amount of cash equal to the fluctuation in the value of the contract. These daily fluctuations are known as variation margin and are recorded by the Fund as unrealized gains or losses on futures contracts. When these futures contracts are closed, realized gains or losses on futures contracts are recorded by the Fund. The realized gains or losses are reported in the Statement of Operations as net realized gains or losses from futures contracts. Depending upon the agreement with the broker, the Funds may or may not settle variation margin daily. The Funds attempt to mitigate counterparty credit risk by only entering into futures contracts with brokers that the Funds believe have the financial resources to honor their obligations and by monitoring the financial stability of these brokers. The use of long futures contracts by the Funds subjects them to a risk of loss in excess of the notional amounts shown on the Statements of Assets and Liabilities and up to the total notional amount of the futures contract as shown in the Schedule of Investments. The use of short futures contracts by the Funds subjects them to a risk of loss in excess of the notional amounts shown on the Statements of Assets and Liabilities and, hypothetically, up to an unlimited amount of loss that could exceed the notional amounts of the futures contracts as shown in the Schedules of Investments.

The effect of futures contracts, not accounted for as hedging instruments, on the Statements of Assets and Liabilities as of June 30, 2017 is as follows:

	Gross Unrealized	Gross Unrealized
	Appreciation –	Depreciation –
	Futures Contracts	Futures Contracts
Total Return Fund	$139,328	$  5,718
Strategic Bond Fund	26,072	—
Mortgage Securities Fund	—	78,219
WMC Japan Alpha Opportunities Fund	237,156	—

The effect of futures contracts, not accounted for as hedging instruments, on the Statements of Operations for the year ended June 30, 2017 is as follows:

	Net Realized	Net Change in Unrealized
	Gain (Loss) –	Appreciation (Depreciation) –
	Futures Contracts	Futures Contracts
Total Return Fund	$   (568,625)	$(600,033)
Strategic Bond Fund	(50,681)	204,382
Mortgage Securities Fund	—	(78,219)
WMC Japan Alpha Opportunities Fund	9,432,515	237,156

During the year ended June 30, 2017, the average notional value of long futures contracts held by the Total Return Fund, Mortgage Securities Fund and WMC Japan Alpha Opportunities Fund were $16,345,857, $1,049,718 and $49,352,692, respectively. The Total Return Fund and Mortgage Securities Fund were invested in long U.S. Treasury futures contracts, which gave the funds exposure to interest rate risk. The WMC Japan Alpha Opportunities Fund was invested in long stock index futures contracts, denominated in Japanese Yen, which gave the Fund exposure to foreign currency risk and Japanese equity risk.

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132

Notes to Financial Statements

June 30, 2017

During the year ended June 30, 2017, the average notional value of the short futures contracts held by the Total Return Fund and the Strategic Bond Fund were $20,635 and $10,170,317, respectively. The Total Return Fund and the Strategic Bond Fund were invested in short U.S. Treasury futures contracts, which served to hedge or reduce the funds exposure to interest rate risk.

Offsetting Assets & Liabilities – Futures Contracts

To facilitate the Funds investment in futures contracts, the Funds have entered into agreements with counterparties that dictate the terms under which the Funds and the counterparty will enter into such agreements. Under these agreements, both the Funds and the counterparty may be allowed to combine amounts owed to or receivable from the other and settle all outstanding obligations on a “net basis.” In order to facilitate comparability amongst different funds, the table below shows what the Funds’ Statement of Assets and Liabilities accounts related to futures contracts would look like if they choose to offset, or present on a net basis, assets and liabilities related to futures contracts.

Assets:

			Gross Amounts			Net Amounts		Gross Amounts Not Offset
	Gross		Offset in the			Presented in		in the Statement of
	Amounts of		Statement			the Statement		Assets & Liabilities
	Recognized		of Assets			of Assets		Financial		Collateral
Unrealized Appreciation on Futures Contracts	Assets		& Liabilities			& Liabilities		Instruments		Received		Net Amount
Total Return Fund	$	139,328	$	(5,718	)	$	133,610	$	—	$	—	$	133,610
Strategic Bond Fund		26,072		—			26,072		—		—		26,072
Mortgage Securities Fund		—		—			—		—		—		—
WMC Japan Alpha Opportunities Fund		237,156		—			237,156		—		—		237,156

Liabilities:

			Gross Amounts			Net Amounts		Gross Amounts Not Offset
	Gross		Offset in the			Presented in		in the Statement of
	Amounts of		Statement			the Statement		Assets & Liabilities
	Recognized		of Assets			of Assets		Financial		Collateral
Unrealized Depreciation on Futures Contracts	Liabilities		& Liabilities			& Liabilities		Instruments		Pledged		Net Amount
Total Return Fund	$	5,718	$	(5,718	)	$	—	$	—	$	—	$	—
Strategic Bond Fund		—		—			—		—		—		—
Mortgage Securities Fund		78,219		—			78,219		78,219		—		—
WMC Japan Alpha Opportunities Fund		—		—			—		—		—		—

Note 8. Line of Credit

As of June 30, 2017, Brown Advisory Funds has an unsecured line of credit of up to $100,000,000 with U.S. Bank, N.A. The interest rate on the line of credit as of June 30, 2017 was 4.25% (prime rate). The following table shows the details of the Funds’ borrowing activity for the year ended June 30, 2017. Funds that are not listed did not utilize the line of credit during the period.

	Maximum
	Outstanding	Average Daily	Total Interest	Average
	Balance	Balance	Incurred	Interest Rate
Equity Income Fund	$  1,810,000	$  29,351	$  1,042	3.50%
Sustainable Growth Fund	321,000	879	31	3.50%
WMC Strategic European Equity Fund	680,000	2,266	80	3.50%
WMC Japan Alpha Opportunities Fund	52,121,000	624,844	22,173	3.50%
Macquarie Asia New Stars Fund	2,448,000	31,795	1,200	3.72%

As of June 30, 2017, none of the Funds had any amounts outstanding under the line of credit.

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133

Notes to Financial Statements

June 30, 2017

Note 9. Merger of Funds

As of the close of business on December 2, 2016, pursuant to an Agreement and Plan of Reorganization approved by the Funds’ Board of Trustees, all of the assets, subject to the liabilities, of the Brown Advisory Value Equity Fund (“Value Equity Fund”) were transferred to the Flexible Equity Fund in exchange for shares of the Flexible Equity Fund of equal value. The purpose of the transaction was to combine two funds with similar investment strategies and investments into a single fund having a larger asset base that has the potential to produce economies of scale. The exchange ratio was 0.868 for Institutional Shares, 0.870 for Investor Shares and 0.875 for Advisor Shares. The net asset values of the Flexible Equity Fund Institutional, Investor, and Advisor Shares on the close of business December 2, 2016, both before and after the reorganization, were $16.57, $16.55 and $16.58, respectively. A total of 72,612 Institutional Shares, 2,509,981 Investor Shares and 59,882 Advisor Shares were issued to shareholders of the Value Equity Fund in the exchange. The Value Equity Fund’s net assets at the reorganization date of $43,734,447, including $10,536,322 of unrealized appreciation, were combined with those of the Flexible Equity Fund. Assuming the acquisition had been completed on July 1, 2016, the beginning of the annual reporting period of the Flexible Equity Fund, proforma results of operations for the year ended June 30, 2017 would include net investment income of $1,974,048 and net realized and change in unrealized gain of $79,609,640, resulting in an increase in net assets of $81,583,688. Prior to the reorganization, the Flexible Equity Fund net assets totaled $339,791,609. Immediately after the reorganization, the net assets of the Flexible Equity Fund totaled $383,526,056. The exchange was a tax-free event to the Value Equity Fund shareholders. For financial reporting purposes, assets received and shares issued by the Flexible Equity Fund were recorded at fair value; however, the cost basis of investments received from the Value Equity Fund was carried forward to align ongoing reporting of the Flexible Equity Fund’s realized and unrealized gains and losses with amounts distributable to shareholders for tax purposes.

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134

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders

Brown Advisory Funds

We have audited the accompanying statements of assets and liabilities of Brown Advisory Growth Equity Fund, Brown Advisory Flexible Equity Fund, Brown Advisory Equity Income Fund, Brown Advisory Sustainable Growth Fund, Brown Advisory Small-Cap Growth Fund, Brown Advisory Small-Cap Fundamental Value Fund, Brown Advisory Global Leaders Fund, Brown Advisory Intermediate Income Fund, Brown Advisory Total Return Fund, Brown Advisory Strategic Bond Fund, Brown Advisory Maryland Bond Fund, Brown Advisory Tax Exempt Bond Fund, Brown Advisory Mortgage Securities Fund, Brown Advisory – WMC Strategic European Equity Fund, Brown Advisory – WMC Japan Alpha Opportunities Fund, Brown Advisory – Somerset Emerging Markets Fund, and Brown Advisory – Macquarie Asia New Stars Fund (formerly, Brown Advisory Emerging Markets Small-Cap Fund) (collectively the “Funds”), each a series of Brown Advisory Funds (the “Trust”), including the schedules of investments as of June 30, 2017, and the related statements of operations, the statements of changes in net assets and the financial highlights for the periods indicated thereon. These financial statements and financial highlights are the responsibility of the Trust’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Funds are not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Funds’ internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of June 30, 2017, by correspondence with the custodian and brokers or by other appropriate auditing procedures when replies from brokers were not received. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Brown Advisory Growth Equity Fund, Brown Advisory Flexible Equity Fund, Brown Advisory Equity Income Fund, Brown Advisory Sustainable Growth Fund, Brown Advisory Small-Cap Growth Fund, Brown Advisory Small-Cap Fundamental Value Fund, Brown Advisory Global Leaders Fund, Brown Advisory Intermediate Income Fund, Brown Advisory Total Return Fund, Brown Advisory Strategic Bond Fund, Brown Advisory Maryland Bond Fund, Brown Advisory Tax Exempt Bond Fund, Brown Advisory Mortgage Securities Fund, Brown Advisory – WMC Strategic European Equity Fund, Brown Advisory – WMC Japan Alpha Opportunities Fund, Brown Advisory – Somerset Emerging Markets Fund, and Brown Advisory – Macquarie Asia New Stars Fund (formerly, Brown Advisory Emerging Markets Small-Cap Fund) as of June 30, 2017, the results of their operations, the changes in their net assets and the financial highlights for the periods indicated thereon, in conformity with accounting principles generally accepted in the United States of America.

TAIT, WELLER & BAKER LLP

Philadelphia, Pennsylvania

August 29, 2017

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135

Expense Example For the Six Months Ended June 30, 2017 (Unaudited)

As a shareholder of a Fund you incur two types of costs: (1) transaction costs, including redemption fees and exchange fees; and (2) ongoing costs, including investment advisory fees; distribution and/or service fees; and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in a Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested at the beginning of the six month period and held for the entire period (January 1, 2017 – June 30, 2017).

Actual Expenses

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

Hypothetical Example for Comparison Purposes

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

		Actual Expenses		Hypothetical Expenses
	Beginning	Ending		Ending		Annualized
	Account Value	Account Value	Expenses Paid	Account Value	Expenses Paid	Net Expense
	January 1, 2017	June 30, 2017	During the Period*	June 30, 2017	During the Period*	Ratio*
Growth Equity Fund
Institutional Shares	$1,000.00	$1,154.50	$3.79	$1,021.27	$3.56	0.71%
Investor Shares	$1,000.00	$1,154.40	$4.59	$1,020.53	$4.31	0.86%
Advisor Shares	$1,000.00	$1,153.20	$5.93	$1,019.29	$5.56	1.11%
Flexible Equity Fund
Institutional Shares	$1,000.00	$1,103.00	$3.81	$1,021.17	$3.66	0.73%
Investor Shares	$1,000.00	$1,102.50	$4.59	$1,020.43	$4.41	0.88%
Advisor Shares	$1,000.00	$1,100.50	$5.89	$1,019.19	$5.66	1.13%
Equity Income Fund
Institutional Shares	$1,000.00	$1,093.10	$4.00	$1,020.98	$3.86	0.77%
Investor Shares	$1,000.00	$1,092.30	$4.77	$1,020.23	$4.61	0.92%
Advisor Shares	$1,000.00	$1,091.20	$6.07	$1,018.99	$5.86	1.17%

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Expense Example For the Six Months Ended June 30, 2017 (Unaudited)

		Actual Expenses		Hypothetical Expenses
	Beginning	Ending		Ending		Annualized
	Account Value	Account Value	Expenses Paid	Account Value	Expenses Paid	Net Expense
	January 1, 2017	June 30, 2017	During the Period*	June 30, 2017	During the Period*	Ratio*
Sustainable Growth Fund
Institutional Shares	$1,000.00	$1,144.40	$3.88	$1,021.17	$3.66	0.73%
Investor Shares	$1,000.00	$1,143.70	$4.68	$1,020.43	$4.41	0.88%
Advisor Shares	$1,000.00	$1,142.30	$6.00	$1,019.19	$5.66	1.13%
Small-Cap Growth Fund
Institutional Shares	$1,000.00	$1,091.30	$5.08	$1,019.93	$4.91	0.98%
Investor Shares	$1,000.00	$1,090.40	$5.86	$1,019.19	$5.66	1.13%
Advisor Shares	$1,000.00	$1,088.50	$7.15	$1,017.95	$6.90	1.38%
Small-Cap Fundamental Value Fund
Institutional Shares	$1,000.00	$1,026.90	$4.87	$1,019.98	$4.86	0.97%
Investor Shares	$1,000.00	$1,026.10	$5.63	$1,019.24	$5.61	1.12%
Advisor Shares	$1,000.00	$1,024.70	$6.88	$1,018.00	$6.85	1.37%
Global Leaders Fund
Investor Shares	$1,000.00	$1,180.70	$4.60	$1,020.58	$4.26	0.85%
Intermediate Income Fund
Investor Shares	$1,000.00	$1,017.10	$2.25	$1,022.56	$2.26	0.45%
Advisor Shares	$1,000.00	$1,016.10	$3.50	$1,021.32	$3.51	0.70%
Total Return Fund
Institutional Shares	$1,000.00	$1,027.10	$2.56	$1,022.27	$2.56	0.51%
Investor Shares	$1,000.00	$1,026.90	$2.81	$1,022.02	$2.81	0.56%
Strategic Bond Fund
Investor Shares	$1,000.00	$1,020.00	$3.51	$1,021.32	$3.51	0.70%
Advisor Shares	$1,000.00	$1,018.60	$4.75	$1,020.08	$4.76	0.95%
Maryland Bond Fund
Investor Shares	$1,000.00	$1,029.00	$2.41	$1,022.41	$2.41	0.48%
Tax Exempt Bond Fund
Investor Shares	$1,000.00	$1,027.70	$2.46	$1,022.36	$2.46	0.49%
Mortgage Securities Fund
Institutional Shares	$1,000.00	$1,013.80	$2.40	$1,022.41	$2.41	0.48%
Investor Shares	$1,000.00	$1,013.50	$2.65	$1,022.17	$2.66	0.53%
WMC Strategic European Equity Fund
Institutional Shares	$1,000.00	$1,228.30	$6.08	$1,019.34	$5.51	1.10%
Investor Shares	$1,000.00	$1,227.10	$6.90	$1,018.60	$6.26	1.25%
Advisor Shares	$1,000.00	$1,226.20	$8.28	$1,017.36	$7.50	1.50%
WMC Japan Alpha Opportunities Fund
Institutional Shares	$1,000.00	$1,125.00	$6.06	$1,019.09	$5.76	1.15%
Investor Shares	$1,000.00	$1,124.40	$6.85	$1,018.35	$6.51	1.30%
Advisor Shares	$1,000.00	$1,122.80	$8.16	$1,017.11	$7.75	1.55%
Somerset Emerging Markets Fund
Institutional Shares	$1,000.00	$1,192.30	$6.41	$1,018.94	$5.91	1.18%
Investor Shares	$1,000.00	$1,191.30	$7.23	$1,018.20	$6.66	1.33%
Advisor Shares	$1,000.00	$1,190.40	$8.58	$1,016.96	$7.90	1.58%
Macquarie Asia New Stars Fund
Institutional Shares	$1,000.00	$1,203.70	$8.63	$1,016.96	$7.90	1.58%
Investor Shares	$1,000.00	$1,203.20	$9.45	$1,016.22	$8.65	1.73%

* The calculations are based on expenses incurred during the most recent six-month period ended as of the date of this report. The dollar amounts shown as expenses paid during the period are equal to the annualized six-month net expense ratio multiplied by the average account value during the period, multiplied by the number of days (181) in the most recent six-month period divided by the number of days in the Funds’ fiscal year (365).

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137

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. 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 table below.

Additional information about the Trustees of the Trust can be found in the Statement of Additional Information, which is available, without charge, upon request, by calling Brown Advisory Funds toll free at 1-800-540-6807 or by accessing our website at www.brownadvisoryfunds.com.

				Number of	Other
		Term of		Portfolios in	Directorships
		Office and		Fund Complex	Held During
Name, Age	Position with	Length of	Principal Occupation(s)	Overseen by	the Past
and Address	the Trust	Time Served	During Past 5 Years	Trustees	5 Years(2)
Independent Trustees of the Trust(1)

Henry H. Hopkins	Trustee	Indefinite Term;	Retired; Formerly, Vice President and Chief	17	None.
Age: 74		Since May 2012	Legal Counsel, T. Rowe Price Associates, Inc.
c/o Brown Advisory LLC	Lead	Indefinite Term;	(investment management firm) (1998 to 2008).
901 South Bond Street	Independent	Since May 2015
Suite 400	Trustee
Baltimore, MD 21231
Kyle Prechtl Legg	Trustee	Indefinite Term;	Retired; Formerly President and Chief Executive	17	Director, SunTrust
Age: 65		Since May 2012	Officer, Legg Mason Capital Management, LLC		Banks, Inc. (bank
c/o Brown Advisory LLC			(investment management firm) (2006 to 2009).		holding company)
901 South Bond Street					(since 2011); Director,
Suite 400					OM Asset Management
Baltimore, MD 21231					plc (asset management
					holding company)
					(since 2014); Director,
					Eastman Kodak Co.
					(printing equipment
					and supplies company)
					(2010 to 2013).
Thomas F. O’Neil III	Trustee	Indefinite Term;	Global Compliance Officer, Cigna Corporation	17	None.
Age: 60		Since May 2012	(health services company) (since February 2017),
c/o Brown Advisory LLC			Formerly, President, The Saranac Group LLC
901 South Bond Street			(strategic consulting firm) (since 2010); Formerly,
Suite 400			Executive Vice Chairman (previously, Senior
Baltimore, MD 21231			Vice President, General Counsel and Secretary)
			WellCare Health Plans, Inc.(managed healthcare
			organization) (2008 to 2009); Formerly, Partner
			and Joint Global Practice Group Leader, DLA
			Piper US LLP (law firm) (2002 to 2008).
Neal F. Triplett, CFA	Trustee	Indefinite Term;	President, DUMAC, Inc. (university endowment	17	None.
Age: 46		Since May 2012	investment organization) (since 1999).
c/o Brown Advisory LLC
901 South Bond Street
Suite 400
Baltimore, MD 21231
Interested Trustees and Officers of the Trust
Michael D. Hankin(3)	Trustee	Indefinite Term	President and Chief Executive Officer, Brown	17	None.
Age: 59		Since May 2012	Advisory Incorporated and affiliates (investment
c/o Brown Advisory			management firm) (since 1993).
Incorporated
901 South Bond Street
Suite 400
Baltimore, MD 21231

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138

Trustees and Executive Officers

				Number of	Other
		Term of		Portfolios in	Directorships
		Office and		Fund Complex	Held During
Name, Age	Position with	Length of	Principal Occupation(s)	Overseen by	the Past
and Address	the Trust	Time Served	During Past 5 Years	Trustees	5 Years(2)
Interested Trustees and Officers of the Trust
Joseph R. Hardiman(3)	Chairman	Indefinite Term;	Business Consultant (financial services industry	17	Director of Franklin
Age: 80	and Trustee	Since May 2012	consulting) (since 1997); Formerly; Director of		Resources, Inc.
c/o Brown Advisory LLC			Brown Advisory Incorporated (investment		(investment
901 South Bond Street			management firm) (2001 to 2012).		management firm)
Suite 400					(2005 to 2013).
Baltimore, MD 21231
David M. Churchill	President/	Indefinite Term;	Chief Operating Officer and Chief Financial	Not	Not
Age: 52	Principal	Since May 2012	Officer, Brown Advisory Incorporated and	Applicable.	Applicable.
c/o Brown Advisory	Executive		affiliates (investment management firm)
Incorporated	Officer		(since 1993).
901 South Bond Street
Suite 400
Baltimore, MD 21231
Paul J. Chew	Senior Vice	Indefinite Term;	Head of Investments, Brown Advisory	Not	Not
Age: 51	President	Since May 2016	Incorporated and affiliates (investment	Applicable.	Applicable.
c/o Brown Advisory			management firm) (since 1995).
Incorporated
901 South Bond Street
Suite 400
Baltimore, MD 21231
Carey E. Taylor	Vice	Indefinite Term;	Product Manager, Brown Advisory	Not	Not
Age: 29	President	Since November	Incorporated and affiliates (investment	Applicable.	Applicable.
c/o Brown Advisory		2015	management firm) (since 2013); Formerly,
Incorporated			Senior Associate, Intermediary Risk
901 South Bond Street			Management, T. Rowe Price (investment
Suite 400			management firm) (2010 to 2013).
Baltimore, MD 21231
Jason T. Meix	Treasurer/	Indefinite Term;	Vice President, U.S. Bancorp Fund	Not	Not
Age: 38	Principal	Since May 2012	Services, LLC (fund administrative services firm)	Applicable.	Applicable.
c/o Brown Advisory LLC	Financial		(since 2008).
901 South Bond Street	Officer
Suite 400
Baltimore, MD 21231
Edward L. Paz	Secretary	Indefinite Term;	Vice President and Counsel, U.S. Bancorp Fund	Not	Not
Age: 46		Since May 2012	Services, LLC (fund administrative services firm)	Applicable.	Applicable.
c/o Brown Advisory LLC			(since 2007).
901 South Bond Street
Suite 400
Baltimore, MD 21231
Brett D. Rogers	Chief	Indefinite Term;	General Counsel and Chief Compliance	Not	Not
Age: 41	Compliance	Since May 2012	Officer, Brown Advisory Incorporated and	Applicable.	Applicable.
c/o Brown Advisory	Officer		affiliates (investment management firm)
Incorporated			(since 2009); Formerly, Director, Compliance
901 South Bond Street	Anti-Money	Indefinite Term:	and Risk, Deutsche Asset Management
Suite 400	Laundering	Since May 2012	(investment management firm) (2003 to 2009).
Baltimore, MD 21231	Officer

(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 Mr. Hardiman is considered an “interested person” of the Trust, as defined in the 1940 Act, because of his previous position with Brown Advisory Incorporated and his ownership interest in Brown Advisory Incorporated.

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139

Information About Proxy Voting (Unaudited)

A description of the policies and procedures that the Funds use to determine how to vote proxies relating to portfolio securities is available without charge upon request by calling toll-free at 800-540-6807 and by accessing the Funds’ website at www.brownadvisoryfunds.com. Furthermore, you can obtain the description on the SEC’s website at www.sec.gov.

Information regarding how the Funds voted proxies relating to portfolio securities during the 12-month period ended June 30 is available without charge, by calling toll-free at 800-540-6807. In addition, you can obtain the Funds’ proxy voting records on the SEC’s website at www.sec.gov.

Information About the Portfolio Holdings (Unaudited)

The Funds file their complete schedule of portfolio holdings for their first and third fiscal quarters with the SEC on Form N-Q. The Funds’ Form N-Q is available without charge, upon request, by calling toll-free at 800-540-6807. Furthermore, you can obtain the Form N-Q on the SEC’s website at www.sec.gov. The Funds’ schedules of portfolio holdings are posted on their website at www.brownadvisoryfunds.com within ten business days after calendar quarter end.

Householding (Unaudited)

In an effort to decrease costs, the Funds will reduce the number of duplicate Prospectuses and annual and semi-annual reports that you receive by sending only one copy of each to those addresses shown by two or more accounts. Please call the Transfer Agent toll free at 1-800-540-6807 to request individual copies of these documents. The Funds will begin sending individual copies 30 days after receiving your request. This policy does not apply to account statements.

Federal Tax Status of Dividends Declared during the Tax Year (Unaudited)

For Federal Income Tax purposes, distributions from short-term capital gains are classified as ordinary income. The percentage of ordinary income distributions designated as qualifying for the corporate dividend received deduction (“DRD”), the individual qualified dividend rate (“QDI”), the qualifying interest income exempt from U.S. tax for foreign shareholders (“QII”) and the qualifying short-term capital gain distributions exempt from U.S. tax for foreign shareholders (“QSTCG”) is presented below:

	Income Distributions
	Exempt from Federal Tax	QDI	DRD	QII	QSTCG
Growth Equity Fund	0.00%	0.00%	0.00%	0.00%	0.00%
Flexible Equity Fund	0.00%	100.00%	100.00%	0.00%	0.00%
Equity Income Fund	0.00%	100.00%	98.62%	0.00%	5.52%
Sustainable Growth Fund	0.00%	0.00%	0.00%	0.00%	0.00%
Small-Cap Growth Fund	0.00%	84.86%	78.08%	2.54%	100.00%
Small-Cap Fundamental Value Fund	0.00%	73.34%	72.60%	0.00%	20.70%
Global Leaders Fund	0.00%	100.00%	100.00%	1.41%	0.00%
Intermediate Income Fund	0.00%	0.00%	0.00%	89.32%	0.00%
Total Return Fund	0.00%	0.00%	0.00%	100.00%	0.00%
Strategic Bond Fund	0.00%	0.00%	0.00%	90.57%	0.00%
Maryland Bond Fund	93.49%	0.00%	0.00%	7.63%	6.10%
Tax Exempt Bond Fund	99.75%	0.00%	0.00%	100.00%	0.00%
Mortgage Securities Fund	0.00%	0.00%	0.00%	100.00%	25.14%
WMC Strategic European Equity Fund	0.00%	100.00%	0.00%	0.00%	0.00%
WMC Japan Alpha Opportunities Fund	0.00%	0.00%	0.00%	0.00%	0.00%
Somerset Emerging Markets Fund	0.00%	100.00%	0.00%	0.00%	0.00%
Macquarie Asia New Stars Fund	0.00%	0.00%	0.00%	0.00%	0.00%

The Funds, as applicable, intend to elect to pass through to shareholders the credit for taxes paid to foreign countries. Such credits for taxes paid to foreign countries will be included in shareholders' Form 1099-DIV.

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140

BROWN ADVISORY FUNDS

At Brown Advisory, we believe that you deserve frank and open communication on all aspects of our relationship. In this spirit, we provide this annual summary of our policies relating to confidentiality and privacy of client information, mutual funds, conflicts of interest, trading commissions, proxy voting and Form ADV annual notice.

CONFIDENTIALITY AND PRIVACY POLICY

Brown Advisory takes the confidentiality of your personal information and the privacy of your account very seriously. Our commitment to safeguard your personal information goes beyond our legal obligation to process your transactions accurately and securely. Whether we serve you online, in person, on the telephone or by mail, the principles that guide the way in which we conduct business are built upon the core values of trust and integrity.

We limit access to your personal information to only those employees with a business reason to know such information. We train and consistently remind all employees to respect client privacy and to recognize the importance of the confidentiality of such information. Those who violate our privacy policy are subject to disciplinary action. This commitment also applies to the sharing of information among Brown Advisory and its affiliates.

We maintain physical, electronic and procedural safeguards that comply with applicable laws and regulations to protect your personal information, including various measures to protect your personal information while it is stored electronically.

Federal law requires us to inform you that we have on record personal information about you and that we obtain such information from you directly (e.g., information you provide to us on account applications and other forms, such as your name, address, social security number, occupation, assets and income) and indirectly (e.g., information on our computer systems about your transactions with us, such as your account balance and account holdings). Any personal information you choose to provide is kept confidential and allows us to: (i) provide better and more complete investment and strategic advice; (ii) develop new services that meet additional needs you may have; and, (iii) comply with legal and regulatory requirements.

In addition, in the normal conduct of our business, it may become necessary for us to share information relating to our clients that we have on record, as described above, with companies not affiliated with us who are under contract to perform services on our behalf. For example, we have contracted with companies to assist us in complying with anti-terrorist and anti-money laundering statutory requirements (including the identification and reporting of activities that may involve terrorist acts or money laundering activities), companies that provide clearing services, and other vendors that provide services directly related to your account relationship with us. Our agreements with these companies require that they keep your information confidential and not use such information for any unrelated purpose.

We do not sell information about you to third parties, and we do not otherwise disclose information to third parties without your permission or unless required by law.

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141

(This Page Intentionally Left Blank.)

INVESTMENT ADVISER

Brown Advisory LLC

901 South Bond Street, Suite 400

Baltimore, MD 21231

www.brownadvisory.com

DISTRIBUTOR

Quasar Distributors, LLC

777 East Wisconsin Avenue

Milwaukee, WI 53202

CUSTODIAN

U.S. Bank, N.A.

Custody Operations

1555 North Rivercenter Drive, Suite 302

Milwaukee, WI 53212

TRANSFER AGENT

U.S. Bancorp Fund Services, LLC

P.O. Box 701

Milwaukee, WI 53201

(800) 540-6807

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Tait, Weller & Baker LLP

1818 Market Street, Suite 2400

Philadelphia, PA 19103

LEGAL COUNSEL

Dechert LLP

1900 K Street, NW

Washington, DC 20006

	Institutional Shares		Investor Shares		Advisor Shares
	Symbol	CUSIP	Symbol	CUSIP	Symbol	CUSIP
Growth Equity Fund	BAFGX	115233702	BIAGX	115233504	BAGAX	115233603
Flexible Equity Fund	BAFFX	115233843	BIAFX	115233868	BAFAX	115233850
Equity Income Fund	BAFDX	115233660	BIADX	115233686	BADAX	115233678
Sustainable Growth Fund	BAFWX	115233207	BIAWX	115233306	BAWAX	115233405
Small-Cap Growth Fund	BAFSX	115233819	BIASX	115233835	BASAX	115233827
Small-Cap Fundamental Value Fund	BAUUX	115233777	BIAUX	115233793	BAUAX	115233785
Global Leaders Fund	—	—	BIALX	115233462	—	—
Intermediate Income Fund	—	—	BIAIX	115233744	BAIAX	115233736
Total Return Fund	BAFTX	115233538	BIATX	115233520	—	—
Strategic Bond Fund	—	—	BIABX	115233470	BATBX	115233710
Maryland Bond Fund	—	—	BIAMX	115233751	—	—
Tax Exempt Bond Fund	—	—	BIAEX	115233108	—	—
Mortgage Securities Fund	BAFZX	115233546	BIAZX	115233587	—	—
WMC Strategic European Equity Fund	BAFHX	115233629	BIAHX	115233611	BAHAX	115233595
WMC Japan Alpha Opportunities Fund	BAFJX	115233579	BIAJX	115233561	BAJAX	115233553
Somerset Emerging Markets Fund	BAFQX	115233652	BIAQX	115233645	BAQAX	115233637
Macquarie Asia New Stars Fund	BAFNX	115233512	BIANX	115233496	—	—

This report is submitted for the general information of the shareholders of each Fund. It is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus, which includes information regarding the Funds’ risks, objectives, fees and expenses, experience of their management, and other information.

BX-ANNUAL

Item 2. Code of Ethics.

The registrant has adopted a code of ethics that applies to the registrant’s principal executive officer and principal financial officer.  The registrant has not made any amendments to its code of ethics during the period covered by this report.  The registrant has not granted any waivers from any provisions of the code of ethics during the period covered by this report.

A copy of the registrant’s Code of Ethics is filed herewith.

Item 3. Audit Committee Financial Expert.

The Registrant’s Board of Trustees has not designated an audit committee financial expert.  The Registrant has determined that it will retain the services of an independent third party to assist it if circumstances arise that require specific investment company auditing expertise.

Item 4. Principal Accountant Fees and Services.

The Registrant has engaged its principal accountant to perform audit services, audit-related services, tax services and other services during the past two fiscal years.  “Audit services” refer to performing an audit of the Registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.  “Audit-related services” refer to the assurance and related services by the principal accountant that are reasonably related to the performance of the audit.  “Tax services” refer to professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.  There were no “Other services” provided by the principal accountant.  The following table details the aggregate fees billed or expected to be billed for each of the last two fiscal years for audit fees, audit-related fees, tax fees and other fees by the principal accountant.

Brown Advisory Growth Equity Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$16,400
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

Brown Advisory Flexible Equity Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$16,400
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

Brown Advisory Equity Income Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$16,400
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

Brown Advisory Sustainable Growth Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$16,400
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

  Brown Advisory Small-Cap Growth Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$16,400
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

Brown Advisory Small-Cap Fundamental Value Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$16,400
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

Brown Advisory Global Leaders Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$10,000
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,500
All Other Fees	N/A	N/A

Brown Advisory Intermediate Income Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$16,400
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

Brown Advisory Total Return Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$16,400
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

Brown Advisory Strategic Bond Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$16,400
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

Brown Advisory Maryland Bond Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$16,400
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

Brown Advisory Tax Exempt Bond Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$16,400
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

Brown Advisory Mortgage Securities Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$16,400
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

Brown Advisory – WMC Strategic European Equity Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$16,400
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

Brown Advisor – WMC Japan Alpha Opportunities Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$16,400
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

Brown Advisory – Somerset Emerging Markets Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$16,400
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

Brown Advisory – Macquarie Asia New Stars Fund

	FYE  6/30/2017	FYE  6/30/2016
Audit Fees	$16,800	$16,400
Audit-Related Fees	N/A	N/A
Tax Fees	$2,800	$2,700
All Other Fees	N/A	N/A

The audit committee has adopted pre-approval policies and procedures that require the audit committee to pre‑approve all audit and non‑audit services of the Registrant, including services provided to any entity affiliated with the Registrant.

The percentages of fees billed by Tait, Weller & Baker LLP applicable to non-audit services pursuant to waiver of pre-approval requirement were as follows:

	FYE  6/30/2017	FYE  6/30/2016
Audit-Related Fees	0%	0%
Tax Fees	0%	0%
All Other Fees	0%	0%

All of the principal accountant’s hours spent on auditing the Registrant’s financial statements were attributed to work performed by full‑time permanent employees of the principal accountant.

The following table indicates the non-audit fees billedor expected to be billed by the Registrant’s accountant for services to the Registrant and to the Registrant’s investment adviser (and any other controlling entity, etc.—not sub-adviser) for the last two fiscal years.  The audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the Registrant's investment adviser is compatible with maintaining the principal accountant's independence and has concluded that the provision of such non-audit services by the accountant has not compromised the accountant’s independence.

Non-Audit Related Fees	FYE  6/30/2017	FYE  6/30/2016
Registrant	N/A	N/A
Registrant’s Investment Adviser	N/A	N/A

Item 5. Audit Committee of Listed Registrants.

(a) Not applicable to registrants who are not listed issuers (as defined in Rule 10A-3 under the Securities Exchange Act of 1934).

(b) Not applicable.

Item 6. Schedule of Investments.

(a) Schedule of Investments is included as part of the report to shareholders filed under Item 1 of this Form.

(b) Not applicable.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable to open-end investment companies.

Item 9. Purchases of Equity Securities by Closed‑End Management Investment Company and Affiliated Purchasers.

Not applicable to open-end investment companies.

Item 10. Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures by which shareholders may recommend nominees to the registrant’s board of trustees.

Item 11. Controls and Procedures.

(a) The Registrant’s Principal Executive Officer and Principal Financial Officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940 (the “Act”)) as of a date within 90 days of the filing of this report, as required by Rule 30a-3(b) under the Act and Rules 13a-15(b) or 15d‑15(b) under the Securities Exchange Act of 1934.  Based on their review, such officers have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized and reported and made known to them by others within the Registrant and by the Registrant’s service provider.

(b) There were no changes in the Registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the fourth fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12. Exhibits.

(a) (1) Any code of ethics or amendment thereto, that is subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy Item 2 requirements through filing an exhibit. Filed herewith.

(2) A separate certification for each principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  Filed herewith.

(3) Any written solicitation to purchase securities under Rule 23c‑1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable to open-end investment companies.

(b) Certifications pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.  Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)            Brown Advisory Funds

By (Signature and Title)*                   /s/David M. Churchill

David M. Churchill, Principal Executive Officer

Date    September 6, 2017

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By (Signature and Title)*                   /s/David M. Churchill

David M. Churchill, Principal Executive Officer

Date    September 6, 2017

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

Jason T. Meix, Principal Financial Officer

Date    September 6, 2017

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

EX-99.CODE ETH

BROWN ADVISORY FUNDS

Code of Ethics

For Principal Executive Officer and Principal Financial Officer

This Code of Ethics is designed to comply with Section 406 of the Sarbanes-Oxley Act of 2002 and the rules promulgated by the Securities and Exchange Commission (the “SEC”) thereunder.  This Code of Ethics is in addition to, not in replacement of, the Brown Advisory Funds’ (the “Trust”) Code of Ethics for access persons (the “Investment Company Act Code of Ethics”), adopted pursuant to Rule 17j-1 under the Investment Company Act of 1940, as amended (the “Investment Company Act”).  The persons covered by this Code of Ethics may also be subject to the Investment Company Act Code of Ethics.

The Trust requires its Principal Executive Officer, Principal Financial Officer, or other Trust officers performing similar functions (the “Principal Officers”), to maintain the highest ethical and legal standards while performing their duties and responsibilities to the Trust and each of its series (each a “Fund,” collectively the “Funds”), with particular emphasis on those duties that relate to the preparation and reporting of the financial information of the Funds. The following principles and responsibilities shall govern the professional conduct of the Principal Officers:

1.   HONEST AND ETHICAL CONDUCT

The Principal Officers shall act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships, and shall report any material transaction or relationship that reasonably could be expected to give rise to such conflict between their interests and those of a Fund to the Audit Committee, the full Board of Trustees of the Trust, and, in addition, to any other appropriate person or entity that may reasonably be expected to deal with any conflict of interest in timely and expeditious manner.

The Principal Officers shall act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing their independent judgment to be subordinated or compromised.

2.   FINANCIAL RECORDS AND REPORTING

The Principal Officers shall provide full, fair, accurate, timely and understandable disclosure in the reports and/or other documents to be filed with or submitted to the Securities and Exchange Commission or other applicable body by a Fund, or that is otherwise publicly disclosed or communicated. The Principal Officers shall comply with applicable rules and regulations of federal, state, and local governments, and other appropriate private and public regulatory agencies.

The Principal Officers shall respect the confidentiality of information acquired in the course of their work and shall not disclose such information except when authorized or legally obligated to disclose. The Principal Officers will not use confidential information acquired in the course of their duties as Principal Officers.

The Principal Officers shall share knowledge and maintain skills important and relevant to the Trust’s needs; shall proactively promote ethical behavior of the Trust’s employees and as a partner with industry peers and associates; and shall maintain control over and responsibly manage assets and resources employed or entrusted to them by the Trust.

3.   COMPLIANCE WITH LAWS, RULES AND REGULATIONS

The Principal Officers shall establish and maintain mechanisms to oversee the compliance of the Funds with applicable federal, state or local law, regulation or administrative rule, and to identify, report and correct in a swift and certain manner, any detected deviations from applicable federal, state or local law regulation or rule.

4.   COMPLIANCE WITH THIS CODE OF ETHICS

The Principal Officers shall promptly report any violations of this Code of Ethics to the Audit Committee as well as the full Board of Trustees of the Trust and shall be held accountable for strict adherence to this Code of Ethics.  A proven failure to uphold the standards stated herein shall be grounds for such sanctions as shall be reasonably imposed by the Board of Trustees of the Trust.

5.   AMENDMENT AND WAIVER

This Code of Ethics may only be amended or modified by approval of the Board of Trustees.  Any substantive amendment that is not technical or administrative in nature or any material waiver, implicit or otherwise, of any provision of this Code of Ethics, shall be communicated publicly in accordance with Item 2 of Form N-CSR under the Investment Company Act of 1940.

Adopted by the Board of Trustees on May 2, 2012

EX-99.CERT

CERTIFICATIONS

I, David M. Churchill, certify that:

  1.   I have reviewed this report on Form N-CSR of Brown Advisory Funds;

  2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

  4.   The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

  (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  (c)   Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

  (d)   Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the fourth fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

  5.   The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

  (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

  (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date:     September 6, 2017 /s/David M. Churchill David M. Churchill Principal Executive Officer

CERTIFICATIONS

I, Jason T. Meix, certify that:

  1.   I have reviewed this report on Form N-CSR of Brown Advisory Funds;

  2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

  3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the Registrant as of, and for, the periods presented in this report;

  4.   The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the Registrant and have:

  (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

  (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

  (c)   Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

  (d)   Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the fourth fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and

  5.   The Registrant’s other certifying officer(s) and I have disclosed to the Registrant’s auditors and the audit committee of the Registrant’s board of directors (or persons performing the equivalent functions):

  (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize, and report financial information; and

  (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

Date:     September 6, 2017 /s/Jason T. Meix Jason T. Meix Principal Financial Officer

EX-99.906 CERT

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Brown Advisory Funds, does hereby certify, to such officer’s knowledge, that the report on Form N-CSR of Brown Advisory Funds for the period ended June 30, 2017 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable, and that the information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of Brown Advisory Funds for the stated period.

/s/David M. Churchill David M. Churchill Principal Executive Officer	/s/Jason T. Meix Jason T. Meix Principal Financial Officer
Dated:     September 6, 2017	Dated:     September 6, 2017

This statement accompanies this report on Form N-CSR pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed as filed by Brown Advisory Funds for purposes of Section 18 of the Securities Exchange Act of 1934.