|
UNITED STATES
|
SECURITIES
AND EXCHANGE COMMISSION
|
Washington,
D.C. 20549
|
|
FORM
N-Q
|
|
QUARTERLY
SCHEDULE OF PORTFOLIO HOLDINGS OF
|
REGISTERED
MANAGEMENT INVESTMENT COMPANY
|
|
|
|
Investment
Company Act file number
811-06199
|
|
|
BROWN CAPITAL MANAGEMENT MUTUAL FUNDS
|
(Exact name
of registrant as specified in charter)
|
|
1201 N.
Calvert Street, Baltimore, Maryland 21202
|
(Address
of principal executive offices) (Zip code)
|
|
|
Capitol Services, Inc.
|
1675 S. State Street, Suite B, Dover, Delaware 19901
|
(Name and
address of agent for service)
|
|
|
with a copy
to:
|
John H.
Lively
|
The Law
Offices of John H. Lively & Associates, Inc.
|
A Member
Firm of The 1940 Act Law Group
TM
|
11300 Tomahawk Creek Parkway, Suite 310
|
Leawood,
Kansas 66211
|
|
Registrants telephone number, including area code:
410-837-3234
|
|
|
Date of
fiscal year end:
March 31
|
|
|
Date of
reporting period:
June 30, 2013
|
ITEM 1. SCHEDULE OF INVESTMENTS
|
Brown Capital Management Small Company Fund
|
Schedule of Investments
|
As of June 30, 2013 (Unaudited)
|
|
Shares
|
|
|
|
|
Value (Note 1)
|
|
COMMON STOCKS - 95.30%
|
|
|
|
Business
Services - 18.90%
|
|
|
|
|
1,469,772
|
|
|
ACI Worldwide,
Inc.
(a)
|
|
$
|
68,315,002
|
|
848,337
|
|
|
ANSYS, Inc.
(a)
|
|
|
62,013,435
|
|
819,038
|
|
|
Concur Technologies,
Inc.
(a)
|
|
|
66,653,312
|
|
181,200
|
|
|
EnerNOC, Inc.
(a)
|
|
|
2,402,712
|
|
713,863
|
|
|
MedAssets,
Inc.
(a)
|
|
|
12,663,930
|
|
3,947,566
|
|
|
NIC, Inc.
(b)
|
|
|
65,253,266
|
|
2,362,256
|
|
|
Nuance Communications,
Inc.
(a)
|
|
|
43,418,265
|
|
2,022,964
|
|
|
PROS Holdings,
Inc.
(a)(b)
|
|
|
60,587,772
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
381,307,694
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
Related - 2.51%
|
|
|
|
|
819,237
|
|
|
Dolby Laboratories,
Inc. - Class A
|
|
|
27,403,478
|
|
899,045
|
|
|
DTS, Inc.
(a)
|
|
|
18,502,346
|
|
210,521
|
|
|
Rovi Corp.
(a)
|
|
|
4,808,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,714,124
|
|
|
|
|
|
|
|
|
|
|
|
Industrial
Products & Systems - 28.13%
|
|
|
|
|
1,444,600
|
|
|
Balchem Corp.
|
|
|
64,645,850
|
|
731,248
|
|
|
CARBO Ceramics,
Inc.
|
|
|
49,308,053
|
|
1,482,201
|
|
|
Cognex Corp.
|
|
|
67,025,129
|
|
2,038,549
|
|
|
Diodes, Inc.
(a)
|
|
|
52,941,117
|
|
966,278
|
|
|
Dynamic Materials
Corp.
(b)
|
|
|
15,953,250
|
|
1,161,902
|
|
|
FEI Co.
|
|
|
84,807,227
|
|
1,071,998
|
|
|
FLIR Systems,
Inc.
|
|
|
28,911,786
|
|
592,590
|
|
|
Geospace Technologies
Corp.
(a)
|
|
|
40,936,117
|
|
947,818
|
|
|
Hittite Microwave
Corp.
(a)
|
|
|
54,973,444
|
|
1,110,752
|
|
|
Measurement
Specialties, Inc.
(a)(b)
|
|
|
51,683,291
|
|
1,806,244
|
|
|
Sun Hydraulics
Corp.
(b)
|
|
|
56,499,312
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
567,684,576
|
|
|
|
|
|
|
|
|
|
|
|
Information/Knowledge
Management - 19.52%
|
|
|
|
|
1,931,654
|
|
|
American Software,
Inc. - Class A
(b)
|
|
|
16,786,073
|
|
2,265,102
|
|
|
Blackbaud,
Inc.
|
|
|
73,774,372
|
|
1,043,762
|
|
|
Manhattan
Associates, Inc.
(a)(b)
|
|
|
80,536,676
|
|
2,846,273
|
|
|
Netscout Systems,
Inc.
(a)(b)
|
|
|
66,432,012
|
|
2,060,711
|
|
|
Quality Systems,
Inc.
|
|
|
38,555,903
|
|
1,320,571
|
|
|
Tyler Technologies,
Inc.
(a)
|
|
|
90,525,142
|
|
1,850,276
|
|
|
Vocera Communications,
Inc.
(a)(b)
|
|
|
27,199,057
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
393,809,235
|
|
|
|
|
|
|
|
|
|
|
|
Medical/Health
Care - 22.16%
|
|
|
|
|
1,340,020
|
|
|
Abaxis, Inc.
(b)
|
|
|
63,664,350
|
|
3,084,414
|
|
|
Accelrys,
Inc.
(a)(b)
|
|
|
25,909,078
|
|
1,154,969
|
|
|
Bruker Corp.
(a)
|
|
|
18,652,749
|
|
2,023,401
|
|
|
Cantel Medical
Corp.
(b)
|
|
|
68,532,592
|
|
2,133,394
|
|
|
Incyte Corp.,
Ltd.
(a)
|
|
|
46,934,668
|
|
1,297,930
|
|
|
Medidata Solutions,
Inc.
(a)
|
|
|
100,524,678
|
|
1,799,105
|
|
|
Meridian Bioscience,
Inc.
|
|
|
38,680,758
|
|
1,019,214
|
|
|
Quidel Corp.
(a)
|
|
|
26,020,533
|
|
841,932
|
|
|
Techne Corp.
|
|
|
58,160,663
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
447,080,069
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
Value (Note 1)
|
|
COMMON STOCKS - 95.30% (continued)
|
|
|
|
Miscellaneous
- 4.08%
|
|
|
|
|
1,481,757
|
|
|
Neogen Corp.
(a)(b)
|
|
$
|
82,326,419
|
|
|
|
|
|
|
|
|
Total Common Stocks (Cost $1,196,611,087)
|
|
|
1,922,922,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHORT TERM
INVESTMENTS - 4.17%
|
|
|
|
84,187,448
|
|
|
Dreyfus Cash
Management Institutional Shares, 0.04%
(c)
|
|
|
84,187,448
|
|
|
|
|
|
|
|
|
Total Short Term Investments (Cost $84,187,448)
|
|
|
84,187,448
|
|
|
|
|
|
|
|
|
Total Value of Investments (Cost $1,280,798,535) - 99.47%
|
|
|
2,007,109,565
|
|
Other Assets in Excess of Liabilities - 0.53%
|
|
|
10,746,177
|
|
|
|
|
|
|
|
|
Net Assets - 100.00%
|
|
$
|
2,017,855,742
|
|
|
|
|
|
|
|
|
(a)
|
Non-income
producing investment
.
|
(b)
|
Affiliated
company - The Fund owns greater than 5% of the outstanding voting securities of
this issuer. See Note 1 for more information
.
|
(c)
|
Represents
7 day effective yield at June 30, 2013
.
|
Common Abbreviations
:
Ltd. - Limited
.
See Notes to Schedule of Investments.
Brown Capital
Management International Equity Fund
|
Schedule of Investments
|
As of June 30, 2013 (Unaudited)
|
|
Shares
|
|
|
|
|
Value (Note 1)
|
|
COMMON STOCKS - 97.20%
|
|
|
|
Bermuda
- 2.65%
|
|
|
|
|
1,662
|
|
|
Invesco, Ltd.
|
|
$
|
52,852
|
|
7,630
|
|
|
Nabors Industries,
Ltd.
|
|
|
116,815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
169,667
|
|
|
|
|
|
|
|
|
|
|
|
Canada
- 4.20%
|
|
|
|
|
6,375
|
|
|
Canadian Natural
Resources, Ltd.
|
|
|
179,727
|
|
6,338
|
|
|
Dominion Diamond
Corp.
(a)
|
|
|
89,613
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
269,340
|
|
|
|
|
|
|
|
|
|
|
|
Denmark
- 0.86%
|
|
|
|
|
354
|
|
|
Novo Nordisk
A/S, Class B
|
|
|
55,169
|
|
|
|
|
|
|
|
|
|
|
|
Egypt -
0.44%
|
|
|
|
|
10,114
|
|
|
Orascom Telecom
Holding SAE
(a)(b)(c)
|
|
|
28,420
|
|
|
|
|
|
|
|
|
|
|
|
Finland
- 1.16%
|
|
|
|
|
936
|
|
|
Kone OYJ,
Class B
|
|
|
74,379
|
|
|
|
|
|
|
|
|
|
|
|
France
- 5.92%
|
|
|
|
|
7,883
|
|
|
Flamel Technologies
SA
(a)(d)
|
|
|
48,481
|
|
1,993
|
|
|
Sanofi
|
|
|
206,548
|
|
1,237
|
|
|
Societe BIC
SA
|
|
|
123,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
379,009
|
|
|
|
|
|
|
|
|
|
|
|
Germany
- 4.25%
|
|
|
|
|
1,376
|
|
|
Bayerische
Motoren Werke AG
|
|
|
120,324
|
|
960
|
|
|
Carl Zeiss
Meditec AG
|
|
|
31,864
|
|
1,637
|
|
|
SAP AG
|
|
|
119,878
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
272,066
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong
- 5.93%
|
|
|
|
|
170,000
|
|
|
Chaoda Modern
Agriculture Holdings, Ltd.
(a)
|
|
|
24,110
|
|
41,605
|
|
|
Esprit Holdings,
Ltd.
|
|
|
62,010
|
|
92,000
|
|
|
Kingdee International
Software Group Co., Ltd.
(a)
|
|
|
17,081
|
|
104,000
|
|
|
Kingsoft Corp.,
Ltd.
|
|
|
171,902
|
|
15,600
|
|
|
Ping An Insurance
Group Co., Class H
|
|
|
104,992
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
380,095
|
|
|
|
|
|
|
|
|
|
|
|
Ireland
- 8.20%
|
|
|
|
|
3,377
|
|
|
DCC PLC
|
|
|
132,003
|
|
3,375
|
|
|
ICON PLC
(a)
|
|
|
119,576
|
|
1,374
|
|
|
Paddy Power
PLC
|
|
|
117,895
|
|
173,315
|
|
|
Total Produce
PLC
|
|
|
155,660
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
525,134
|
|
|
|
|
|
|
|
|
|
|
|
Israel
- 1.46%
|
|
|
|
|
2,393
|
|
|
Teva Pharmaceutical
Industries, Ltd.
(d)
|
|
|
93,806
|
|
|
|
|
|
|
|
|
|
|
|
Italy -
3.71%
|
|
|
|
|
13,060
|
|
|
Azimut Holding
SpA
|
|
|
237,822
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
Value (Note 1)
|
|
COMMON STOCKS - 97.20% (continued)
|
|
|
|
Japan -
11.57%
|
|
|
|
|
6,600
|
|
|
Japan Tobacco,
Inc.
|
|
$
|
233,242
|
|
8,700
|
|
|
Mitsubishi
Estate Co., Ltd.
|
|
|
231,667
|
|
6,900
|
|
|
Rakuten, Inc.
|
|
|
81,606
|
|
20,000
|
|
|
Sapporo Holdings,
Ltd.
|
|
|
73,402
|
|
9,390
|
|
|
Yamaha Motor
Co., Ltd.
|
|
|
121,659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
741,576
|
|
|
|
|
|
|
|
|
|
|
|
Mexico
- 1.91%
|
|
|
|
|
1,186
|
|
|
Fomento Economico
Mexicano SAB de CV
(d)
|
|
|
122,383
|
|
|
|
|
|
|
|
|
|
|
|
Netherlands
- 2.08%
|
|
|
|
|
6,299
|
|
|
Wolters Kluwer
NV
|
|
|
133,275
|
|
|
|
|
|
|
|
|
|
|
|
Singapore
- 4.19%
|
|
|
|
|
89,000
|
|
|
Goodpack,
Ltd.
|
|
|
110,240
|
|
122,424
|
|
|
UOB-Kay Hian
Holdings, Ltd.
|
|
|
158,403
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
268,643
|
|
|
|
|
|
|
|
|
|
|
|
South Africa
- 2.99%
|
|
|
|
|
4,423
|
|
|
Sasol, Ltd.
(d)
|
|
|
191,560
|
|
|
|
|
|
|
|
|
|
|
|
Spain -
1.89%
|
|
|
|
|
3,171
|
|
|
Grifols SA
|
|
|
116,396
|
|
158
|
|
|
Grifols SA,
Class B
|
|
|
4,465
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
120,861
|
|
|
|
|
|
|
|
|
|
|
|
Sweden
- 1.52%
|
|
|
|
|
1,356
|
|
|
Millicom International
Cellular SA
(e)
|
|
|
97,685
|
|
|
|
|
|
|
|
|
|
|
|
Switzerland
- 16.28%
|
|
|
|
|
13
|
|
|
Givaudan SA
|
|
|
16,777
|
|
48
|
|
|
Lindt &
Spruengli AG, Non-Voting
|
|
|
180,302
|
|
2,222
|
|
|
Nestle SA
|
|
|
145,734
|
|
10,419
|
|
|
Nobel Biocare
Holding AG
|
|
|
126,852
|
|
908
|
|
|
Roche Holding
AG
|
|
|
225,907
|
|
346
|
|
|
The Swatch
Group AG
|
|
|
189,383
|
|
1,563
|
|
|
Transocean,
Ltd.
|
|
|
74,946
|
|
2,526
|
|
|
Tyco International,
Ltd.
|
|
|
83,232
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,043,133
|
|
|
|
|
|
|
|
|
|
|
|
United
Kingdom - 15.20%
|
|
|
|
|
28,561
|
|
|
BAE Systems
PLC
|
|
|
166,375
|
|
3,729
|
|
|
Carnival Corp.
|
|
|
127,867
|
|
5,782
|
|
|
Diageo PLC
|
|
|
165,331
|
|
44,330
|
|
|
Man Group
PLC
|
|
|
56,097
|
|
274,030
|
|
|
Management
Consulting Group PLC
|
|
|
118,785
|
|
20,960
|
|
|
Reed Elsevier
PLC
|
|
|
238,138
|
|
10,177
|
|
|
UBM PLC
|
|
|
101,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
974,134
|
|
|
|
|
|
|
|
|
|
|
|
United
States - 0.79%
|
|
|
|
|
1,263
|
|
|
The ADT Corp.
|
|
|
50,331
|
|
|
|
|
|
|
|
|
Total Common Stocks (Cost $4,294,015)
|
|
|
6,228,488
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
Value (Note 1)
|
|
SHORT TERM INVESTMENTS - 2.55%
|
163,376
|
|
|
Dreyfus Cash
Management Institutional Shares, 0.04%
(f)
|
|
|
163,376
|
|
|
|
|
|
|
|
|
Total Short Term Investments (Cost $163,376)
|
|
|
163,376
|
|
|
|
|
|
|
|
|
Total Value of Investments (Cost $4,457,391) - 99.75%
|
|
|
6,391,864
|
|
Other Assets in Excess of Liabilities - 0.25%
|
|
|
16,112
|
|
|
|
|
|
|
|
|
Net Assets - 100.00%
|
|
$
|
6,407,976
|
|
|
|
|
|
|
|
|
(a)
|
Non-income
producing investment
.
|
(b)
|
Global
Depositary Receipt
.
|
(c)
|
Securities
were issued pursuant to Regulation S under the Securities Act of 1933
,
which
exempts securities offered and sold outside of the United States from registration.
Such securities cannot be sold in the United States without either an effective
registration statement filed pursuant to the Securities Act of 1933, or pursuant
to an exemption from registration. These securities have been deemed liquid under
procedures approved by the Funds Board of Trustees. As of June 30, 2013, the
aggregate market value of those securities was $28,420, representing 0.44% of net
assets
.
|
(d)
|
American
Depositary Receipt
.
|
(e)
|
Swedish
Depositary Receipt
.
|
(f)
|
Represents
7 day effective yield at June 30, 2013
.
|
Common Abbreviations
:
|
AG - Aktiengesellschaft
is a German term that refers to a corporation that is limited by shares, i.e., owned
by shareholders. (Germany & Switzerland)
|
A/S - Aktieselskabis
is a Danish term for a public limited liability corporation. (Denmark)
|
Ltd. -
Limited
.
|
NV - Naamloze
Vennootschap is the Dutch term for a public limited liability corporation. (Netherlands)
|
OYJ - Osakeyhtio
is the Finnish equivalent of a limited company. (Finland)
|
PLC - Public
Limited Company. (Ireland & United Kingdom)
|
SA - Generally
designates corporations in various countries, mostly those employing the civil law.
(France, Sweden, Spain, & Switzerland)
|
SAB de
CV - A variable capital company. (Mexico)
|
SAE - Societe
Anonyme Egyptienne is an Egyptian Joint Stock Company. (Egypt)
|
SpA - Societa
Per Azioni is an Italian shared company. (Italy)
|
|
|
See Notes
to Schedule of Investments.
|
Brown Capital Management Mid-Cap Fund
|
Schedule of Investments
|
As of June 30, 2013 (Unaudited)
|
|
Shares
|
|
|
|
|
Value (Note 1)
|
|
COMMON STOCKS - 96.34%
|
|
|
|
Consumer
Discretionary - 21.29%
|
|
|
|
|
11,659
|
|
|
BorgWarner,
Inc.
(a)
|
|
$
|
1,004,423
|
|
19,885
|
|
|
Coach, Inc.
|
|
|
1,135,235
|
|
43,521
|
|
|
Dicks
Sporting Goods, Inc.
|
|
|
2,178,661
|
|
29,208
|
|
|
Guess?, Inc.
|
|
|
906,324
|
|
18,579
|
|
|
Lululemon
Athletica, Inc.
(a)
|
|
|
1,217,296
|
|
35,143
|
|
|
Michael Kors
Holdings, Ltd.
(a)
|
|
|
2,179,569
|
|
944
|
|
|
NVR, Inc.
(a)
|
|
|
870,368
|
|
65,866
|
|
|
PulteGroup,
Inc.
(a)
|
|
|
1,249,478
|
|
34,303
|
|
|
Toll Brothers,
Inc.
(a)
|
|
|
1,119,307
|
|
20,810
|
|
|
Tractor Supply
Co.
|
|
|
2,447,464
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,308,125
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
Staples - 2.80%
|
|
|
|
|
26,073
|
|
|
Elizabeth
Arden, Inc.
(a)
|
|
|
1,175,110
|
|
11,686
|
|
|
Monster Beverage
Corp.
(a)
|
|
|
710,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,885,268
|
|
|
|
|
|
|
|
|
|
|
|
Energy
- 7.01%
|
|
|
|
|
38,285
|
|
|
Cameron International
Corp.
(a)
|
|
|
2,341,511
|
|
25,828
|
|
|
CARBO Ceramics,
Inc.
|
|
|
1,741,582
|
|
9,160
|
|
|
Diamond Offshore
Drilling, Inc.
|
|
|
630,116
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,713,209
|
|
|
|
|
|
|
|
|
|
|
|
Financials
- 6.34%
|
|
|
|
|
54,781
|
|
|
Stifel Financial
Corp.
(a)
|
|
|
1,954,038
|
|
31,521
|
|
|
T. Rowe Price
Group, Inc.
|
|
|
2,305,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,259,799
|
|
|
|
|
|
|
|
|
|
|
|
Health
Care - 21.17%
|
|
|
|
|
213,410
|
|
|
Allscripts
Healthcare Solutions, Inc.
(a)
|
|
|
2,761,525
|
|
28,010
|
|
|
Covance, Inc.
(a)
|
|
|
2,132,682
|
|
106,789
|
|
|
MedAssets,
Inc.
(a)
|
|
|
1,894,437
|
|
37,702
|
|
|
Meridian Bioscience,
Inc.
|
|
|
810,593
|
|
37,568
|
|
|
Myriad Genetics,
Inc.
(a)
|
|
|
1,009,452
|
|
46,865
|
|
|
PAREXEL International
Corp.
(a)
|
|
|
2,152,978
|
|
23,449
|
|
|
Shire PLC
(b)
|
|
|
2,230,234
|
|
12,414
|
|
|
Waters Corp.
(a)
|
|
|
1,242,021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,233,922
|
|
|
|
|
|
|
|
|
|
|
|
Industrials
- 10.68%
|
|
|
|
|
19,568
|
|
|
Expeditors
International of Washington, Inc.
|
|
|
743,780
|
|
20,286
|
|
|
JB Hunt Transport
Services, Inc.
|
|
|
1,465,461
|
|
20,530
|
|
|
MSC Industrial
Direct Co. - Class A
|
|
|
1,590,254
|
|
96,856
|
|
|
Quanta Services,
Inc.
(a)
|
|
|
2,562,810
|
|
7,406
|
|
|
Stericycle,
Inc.
(a)
|
|
|
817,844
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,180,149
|
|
|
|
|
|
|
|
|
|
|
|
Information
Technology - 22.46%
|
|
|
|
|
54,429
|
|
|
Akamai Technologies,
Inc.
(a)
|
|
|
2,315,954
|
|
24,388
|
|
|
ANSYS, Inc.
(a)
|
|
|
1,782,763
|
|
29,586
|
|
|
Blackbaud,
Inc.
|
|
|
963,616
|
|
Shares
|
|
|
|
|
Value (Note 1)
|
|
COMMON
STOCKS - 96.34% (continued)
|
|
|
|
Information
Technology - 22.46% (continued)
|
|
|
|
|
71,309
|
|
|
Diodes, Inc.
(a)
|
|
$
|
1,851,894
|
|
10,799
|
|
|
FactSet Research
Systems, Inc.
|
|
|
1,100,850
|
|
29,910
|
|
|
FEI Co.
|
|
|
2,183,131
|
|
63,092
|
|
|
NetApp, Inc.
(a)
|
|
|
2,383,616
|
|
30,831
|
|
|
Rovi Corp.
(a)
|
|
|
704,180
|
|
69,602
|
|
|
Trimble Navigation,
Ltd.
(a)
|
|
|
1,810,348
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15,096,352
|
|
|
|
|
|
|
|
|
|
|
|
Materials
- 4.59%
|
|
|
|
|
22,663
|
|
|
Ecolab, Inc.
|
|
|
1,930,661
|
|
37,448
|
|
|
General Cable
Corp.
|
|
|
1,151,526
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,082,187
|
|
|
|
|
|
|
|
|
Total Common
Stocks (Cost $50,813,834)
|
|
|
64,759,011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHORT TERM
INVESTMENTS - 3.70%
|
|
|
|
|
2,487,730
|
|
|
Dreyfus Cash
Management Institutional Shares, 0.04%
(c)
|
|
|
2,487,730
|
|
|
|
|
|
|
|
|
Total Short
Term Investments (Cost $2,487,730)
|
|
|
2,487,730
|
|
|
|
|
|
|
|
|
Total Value
of Investments (Cost $53,301,564) - 100.04%
|
|
|
67,246,741
|
|
Liabilities
in Excess of Other Assets - (0.04)%
|
|
|
(23,802
|
)
|
|
|
|
|
|
|
|
Net Assets
- 100.00%
|
|
$
|
67,222,939
|
|
|
|
|
|
|
|
|
(a)
|
Non-income
producing investment
.
|
(b)
|
American
Depositary Receipt
.
|
(c)
|
Represents
7 day effective yield at June 30, 2013
.
|
Common Abbreviations
:
Ltd. - Limited
.
PLC - Public Limited Company. (United
Kingdom)
See Notes to Schedule of Investments.
Brown Capital
Management Mutual Funds
|
|
|
|
Notes to Schedules
of Investments
|
|
June 30, 2013 (Unaudited)
|
|
|
|
1. ORGANIZATION
AND SIGNIFICANT ACCOUNTING POLICIES
|
|
The Brown Capital Management Small Company
Fund (Small Company Fund), the Brown Capital Management International
Equity Fund (International Equity Fund), and the Brown Capital Management
Mid-Cap Fund (Mid-Cap Fund) (each a Fund and collectively
the Funds) are each a series portfolio of the Brown Capital Management
Mutual Funds (the Trust). The Trust is a Delaware statutory trust and
is registered under the Investment Company Act of 1940 (the 1940 Act),
as amended, as an open-ended management investment company. Each of the Funds in
this report is classified as a diversified company as defined in the 1940 Act. Prior
to December 1, 2011, the Funds were series portfolios of The Nottingham Investment
Trust II (the Predecessor Trust), a Massachusetts business trust.
The Small Company Fund commenced operations
as a series of the Predecessor Trust on July 23, 1992. The investment objective
of the Fund is to seek long-term capital appreciation. Current income is a secondary
consideration in selecting portfolio investments. The Small Company Fund seeks to
achieve its investment objective principally through investments in equity securities
of those companies with operating revenues of $250 million or less at the time of
initial investment. Prior to December 1, 2011 the Fund offered one class of shares.
On that date the share class of the Fund was converted to Investor Shares. On December
15, 2011 the Fund began to offer Institutional Shares.
The International Equity Fund commenced
operations as a series of the Predecessor Trust on May 28, 1999. The investment
objective of the Fund is to seek long-term capital appreciation. Current income
is a secondary consideration in selecting portfolio investments. The International
Equity Fund seeks to achieve its investment objective by investing in equity securities
of non-U.S. based companies. Prior to December 1, 2011 the Fund offered one class
of shares. On that date the share class of the Fund was converted to Investor Shares.
The Mid-Cap Fund commenced operations as
a series of the Predecessor Trust on September 30, 2002. The investment objective
of the Fund is to seek long-term capital appreciation. Current income is a secondary
consideration in selecting portfolio investments. The Mid-Cap Fund seeks to achieve
its investment objective investing in a portfolio of equity securities of companies
whose market capitalizations qualify them to be considered mid-cap companies.
The Funds investment advisor considers a company to be a mid-cap
company if it has, at the time of purchase by the Fund, a market capitalization
within the range of market values of issuers included in the Russell Midcap
®
Growth
Index. Prior to December 1, 2011 the Fund offered one class of shares. On that date
the share class of the Fund was converted to Investor Shares. On December 15, 2011
the Fund began to offer Institutional Shares.
Prior to December 31, 2008, the Mid-Cap
Fund offered two classes of shares (Institutional Shares and Investor Shares). On
that date, the Investor Shares were converted into a class of shares that was previously
designated as Institutional Shares and subsequently redesignated as
of December 1, 2011, as the Investor Shares. Income, expenses (other than
distribution and service fees, which were only attributable to the Investor Shares),
and realized and unrealized gains or losses on investments
were allocated to each class of shares based upon its relative net assets.
The following accounting policies have been
consistently followed by the Funds and are in conformity with accounting principles
generally accepted in the United States of America (GAAP).
Investment Valuation
The Funds investments in securities are carried at value. Securities listed on an exchange
or quoted on a national market system are valued at the last sales price as of 4:00
p.m. Eastern Time. Securities traded in the NASDAQ over-the-counter market are generally
valued at the NASDAQ Official Closing Price. Other securities traded in the over-the-counter
market and listed securities for which no sale was reported on that date are valued
at the most recent bid price. Securities and assets for which representative market
quotations are not readily available or which cannot be accurately valued using
the Funds normal pricing procedures are valued at fair value as determined
in good faith under policies approved by the Trusts Board of Trustees. Fair
value pricing may be used, for example, in situations where (i) a portfolio security,
such as a small-cap stock, mid-cap stock, or foreign security, is so thinly traded
that there have been no transactions for that stock over an extended period of time
or the validity of a market quotation received is questionable; (ii) an event occurs
after the close of the exchange on which a portfolio security is principally traded
that is likely to have changed the value of the portfolio security prior to a Funds net asset value calculation; (iii) the exchange on which the portfolio security
is principally traded closes early; or (iv) trading of the particular portfolio
security is halted during the day and does not resume prior to a Funds net
asset value calculation. A portfolio securitys fair value price
may differ from the price next available for that portfolio security using the Funds normal pricing procedures. Instruments with maturities of 60 days or less
are valued at amortized cost, which approximates market value.
Fair Value Measurement
GAAP establishes
a framework for measuring fair value and requires certain disclosures about fair
value measurements.
Various inputs are used in determining the
value of the Funds investments. These inputs are summarized in the three broad
levels listed below:
Level 1
|
|
Unadjusted
quoted prices in active markets for identical, unrestricted assets or liabilities
that a Fund has the ability to access at the measurement date;
|
Level 2
|
|
Quoted prices
which are not active, quoted prices for similar assets or liabilities in active
markets or inputs other than quoted prices that are observable (either directly
or indirectly) for substantially the full term of the asset or liability; and
|
Level 3
|
|
Significant
unobservable prices or inputs (including the Funds own assumptions in determining
the fair value of investments) where there is little or no market activity for the
asset or liability at the measurement date.
|
Brown Capital
Management Mutual Funds
|
|
|
|
Notes to Schedules
of Investments
|
|
June 30, 2013 (Unaudited)
|
|
|
|
The availability of observable inputs can
vary from security to security and is affected by a wide variety of factors, including,
for example, the type of security, whether the security is new and not yet established
in the marketplace, the liquidity of markets, and other characteristics particular
to the security. To the extent that valuation is based on models or inputs that
are less observable or unobservable in the market, the determination of fair value
requires more judgment. Accordingly, the degree of judgment exercised in determining
fair value is greatest for instruments categorized in Level 3.
An investment assets or liabilitys level within the fair value hierarchy is based on the lowest level input,
individually or in the aggregate, that is significant to fair value measurement.
The valuation techniques used by the Funds to measure fair value during the three
months ended June 30, 2013 maximized the use of observable inputs and minimized
the use of unobservable inputs.
The inputs or methodology used for valuing
securities are not necessarily an indication of the risk or liquidity associated
with investing in those securities. The following is a summary of
the inputs used in valuing the Funds assets as of June 30, 2013:
Small Company
Fund:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation Inputs
|
|
|
|
|
Investments
in Securities at Value*
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Common Stocks
|
|
$
|
1,922,922,117
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
1,922,922,117
|
|
Short Term
Investments
|
|
|
84,187,448
|
|
|
|
|
|
|
|
|
|
|
|
84,187,448
|
|
|
Total
|
|
$
|
2,007,109,565
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
2,007,109,565
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International
Equity Fund:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation Inputs
|
|
|
|
|
Investments
in Securities at Value*
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Common Stocks
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Hong Kong
|
|
$
|
355,985
|
|
|
$
|
|
|
|
$
|
24,110
|
|
|
$
|
380,095
|
|
All Other
Countries
|
|
|
5,848,393
|
|
|
|
|
|
|
|
|
|
|
|
5,848,393
|
|
Short Term
Investments
|
|
|
163,376
|
|
|
|
|
|
|
|
|
|
|
|
163,376
|
|
|
Total
|
|
$
|
6,367,754
|
|
|
$
|
|
|
|
$
|
24,110
|
|
|
$
|
6,391,864
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mid-Cap
Fund:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation Inputs
|
|
|
|
|
Investments
in Securities at Value*
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Common Stocks
|
|
$
|
64,759,011
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
64,759,011
|
|
Short Term
Investments
|
|
|
2,487,730
|
|
|
|
|
|
|
|
|
|
|
|
2,487,730
|
|
|
Total
|
|
$
|
67,246,741
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
67,246,741
|
|
|
*See Schedule
of Investments for industry/country classifications
|
There were no transfers into or out of Levels
1 and 2 during the period ended June 30, 2013.
Brown Capital
Management Mutual Funds
|
|
|
|
Notes to Schedules
of Investments
|
|
June 30, 2013 (Unaudited)
|
|
|
|
The following is a reconciliation of assets
in which significant unobservable inputs (Level 3) were used in determining fair
value:
International Equity Fund:
Investments
in Securities at value
|
|
Balance
as of March 31, 2013
|
|
Realized
Gain
|
|
Change
in
Unrealized
Appreciation
|
|
Balance
as of June 30, 2013
|
|
Net change
in
unrealized
appreciation included
in the Statements of
Operations
attributable
to Level 3
investments held at
June 30, 2013
|
|
Common Stocks
|
|
$24,090
|
|
$-
|
|
$20
|
|
$24,110
|
|
$20
|
|
Total
|
|
$24,090
|
|
$-
|
|
$20
|
|
$24,110
|
|
$20
|
|
Foreign Currency Translation (International
Equity Fund)
Portfolio securities and other assets and liabilities denominated
in foreign currencies are translated into U.S. dollars based on the exchange rate
of such currencies against U.S. dollars on the date of valuation. Purchases and
sales of securities and income items denominated in foreign currencies are translated
into U.S. dollars at the exchange rate in effect on the transaction date.
The Fund does not separately report the
effect of changes in foreign exchange rates from changes in market prices on securities
held. Such changes are included in net realized and unrealized gain or loss from
investments.
Realized foreign exchange gains or losses
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 recorded amounts of dividends, interest, and foreign withholding taxes, and
the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized
foreign exchange gains and losses arise from changes in foreign exchange rates on
foreign denominated assets and liabilities other than investments in securities
held at the end of the reporting period.
Affiliated Companies
Where a Fund
owns 5% or more of the outstanding voting securities, either directly or indirectly,
of a particular issuer, the 1940 Act deems such an issuer to be an affiliate of the Fund. As of and during the three months ended June 30, 2013, the Small
Company Fund owned 5% or more of the outstanding voting securities of the issuers
identified in the table below and therefore those issuers are affiliates of that
Fund for purposes of the 1940 Act.
Brown Capital
Management Mutual Funds
|
|
|
|
Notes to Schedules
of Investments
|
|
June 30, 2013 (Unaudited)
|
|
|
|
|
|
Share Balance at
|
|
|
|
|
|
|
|
|
|
Share Balance at
|
|
Market Value at
|
|
|
|
|
|
Realized Gains
|
Security
Name
|
|
April 1, 2013
|
|
Purchases
|
|
Sales
|
|
June 30, 2013
|
|
June 30, 2013
|
|
Dividends
|
|
|
(Losses)
|
|
Abaxis, Inc.
|
|
|
1,340,020
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,340,020
|
|
|
$
|
63,664,350
|
|
|
$
|
-
|
|
|
$
|
-
|
|
Accelrys,
Inc.
|
|
|
3,084,414
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,084,414
|
|
|
|
25,909,078
|
|
|
|
-
|
|
|
|
-
|
|
American
Software, Inc. - Class A
|
|
|
1,931,654
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,931,654
|
|
|
|
16,786,073
|
|
|
|
-
|
|
|
|
-
|
|
Cantel
Medical Corp.
|
|
|
1,779,984
|
|
|
|
243,417
|
|
|
|
-
|
|
|
|
2,023,401
|
|
|
|
68,532,592
|
|
|
|
-
|
|
|
|
-
|
|
Dynamic
Materials Corp.
|
|
|
966,278
|
|
|
|
-
|
|
|
|
-
|
|
|
|
966,278
|
|
|
|
15,953,250
|
|
|
|
38,651
|
|
|
|
-
|
|
Manhattan
Associates, Inc.
|
|
|
1,043,762
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,043,762
|
|
|
|
80,536,676
|
|
|
|
-
|
|
|
|
-
|
|
Measurement
Specialties, Inc.
|
|
|
1,110,752
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,110,752
|
|
|
|
51,683,291
|
|
|
|
-
|
|
|
|
-
|
|
Medidata
Solutions, Inc.
|
|
|
1,479,694
|
|
|
|
-
|
|
|
|
(181,764
|
)
|
|
|
1,297,930
|
|
|
|
-
|
|
|
|
-
|
|
|
|
8,538,298
|
|
NIC,
Inc.
|
|
|
3,947,566
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,947,566
|
|
|
|
65,253,266
|
|
|
|
-
|
|
|
|
-
|
|
Neogen
Corp.
|
|
|
1,386,218
|
|
|
|
95,539
|
|
|
|
-
|
|
|
|
1,481,757
|
|
|
|
82,326,419
|
|
|
|
-
|
|
|
|
-
|
|
Netscout
System
|
|
|
2,436,881
|
|
|
|
409,392
|
|
|
|
-
|
|
|
|
2,846,273
|
|
|
|
66,432,012
|
|
|
|
|
|
|
|
|
|
PROS
Holdings, Inc.
|
|
|
2,022,964
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,022,964
|
|
|
|
60,587,772
|
|
|
|
-
|
|
|
|
-
|
|
Sun
Hydraulics Corp.
|
|
|
1,745,635
|
|
|
|
60,609
|
|
|
|
-
|
|
|
|
1,806,244
|
|
|
|
56,499,312
|
|
|
|
314,214
|
|
|
|
-
|
|
Vocera
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Communications,
Inc.
|
|
|
1,442,522
|
|
|
|
407,754
|
|
|
|
-
|
|
|
|
1,850,276
|
|
|
|
27,199,057
|
|
|
|
-
|
|
|
|
|
|
|
TOTAL
|
|
|
25,718,344
|
|
|
|
1,216,711
|
|
|
|
(181,764
|
)
|
|
|
26,753,291
|
|
|
|
681,363,148
|
|
|
$
|
352,865
|
|
|
$
|
8,538,298
|
|
|
2. FEDERAL
INCOME TAX
|
|
|
At June 30,
2013, the tax-basis cost of investments and components of net assets were as follows:
|
|
|
Small Company Fund
|
|
International Equity Fund
|
|
Mid-Cap Fund
|
|
Unrealized
Appreciation
|
|
$
|
784,915,046
|
|
|
$
|
2,000,223
|
|
|
$
|
15,248,981
|
|
Unrealized
(Depreciation)
|
|
|
(58,604,016
|
)
|
|
|
(258,895
|
)
|
|
|
(1,424,337
|
)
|
|
Net Unrealized
Appreciation
|
|
|
726,311,030
|
|
|
|
1,741,328
|
|
|
|
13,824,644
|
|
|
Cost of investments
for income tax purposes
|
|
|
1,280,798,535
|
|
|
|
4,650,536
|
|
|
|
53,422,097
|
|
|
The difference between book-basis and tax-basis
net unrealized appreciation (depreciation) is attributable to the deferral of losses
from wash sales.
ITEM 2. CONTROLS AND PROCEDURES
|
|
(a)
|
The Principal Executive Officer and the Principal Financial Officer have
concluded that the registrants disclosure controls and procedures are
effective based on their evaluation of the disclosure controls and procedures
required by Rule 30a-3(b) under the Investment Company Act of 1940 and
Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934 as
of a date within 90 days of the filing of this report.
|
|
|
(b)
|
There were no changes in the registrants internal control over financial
reporting that occurred during the registrants last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, the
registrants internal control over financial reporting.
|
|
|
ITEM 3.
EXHIBITS
|
|
Certifications required pursuant to Rule 30a-2(a) under the Investment Company Act
of 1940 and Section 302 of the Sarbanes-Oxley Act of 2002 are filed herewith as
Exhibit A.
|
|
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.
|
|
Brown Capital
Management Mutual Funds
|
|
By: (Signature
and Title)
|
/s/ Keith A. Lee
|
|
|
Keith A. Lee
|
|
Trustee, President and Principal Executive Officer
|
|
|
Date: August 28, 2013
|
|
|
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/ Keith A. Lee
|
|
|
|
Keith A. Lee
|
|
|
Trustee, President and Principal Executive Officer,
|
|
|
Brown Capital Management Mutual Funds
|
|
|
|
Date: August 28, 2013
|
|
|
|
|
|
By: (Signature
and Title)
|
|
/s/ Cecil E. Flamer
|
|
|
|
Cecil E. Flamer
|
|
|
Treasurer
and Principal Financial Officer,
|
|
|
Brown Capital Management
Mutual Funds
|
|
|
|
Date: August 28, 2013
|
|
|
|
|
|
Suggestion Box (PK) (USOTC:SGTB)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Suggestion Box (PK) (USOTC:SGTB)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024