Brown Advisory US Smaller Companies PLC Annual Report and Financial Statements for the year ended 30 June 2025 ### Brown Advisory US Smaller Companies PLC ### Annual Report and Financial Statements ### for the year ended 30 June 2025 Job No: 000000 Proof Event: 1 Black Line Level: 0 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Job No: 000000 Proof Event: 1 Black Line Level: 0 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Financial Statements Company Information # Contents ## Strategic Report | Introduction to Brown Advisory US Smaller Companies PLC | 2 | Chairman's Statement | 7 | | --- | --- | --- | --- | | | | Portfolio Manager's Review | 15 | | Investment Objective, Investment Policy and Benchmark Index | 4 | Twenty Largest Holdings | 20 | | | | List of Investments | 25 | | Financial Highlights | 6 | Strategic Report | 34 | ![img-0.jpeg](img-0.jpeg) ## Governance Report | Directors | 46 | | --- | --- | | Report of the Directors | 48 | | Corporate Governance | 56 | | Report of the Audit and Risk Committee | 60 | | Directors' Remuneration Report and Policy | 64 | | Statement of Directors' Responsibilities | 68 | | Independent Auditor's Report | 69 | ![img-1.jpeg](img-1.jpeg) ## Financial Statements | Statement of Comprehensive Income | 80 | | --- | --- | | Statement of Financial Position | 81 | | Statement of Changes in Equity | 82 | | Statement of Cash Flows | 83 | | Notes to the Financial Statements | 85 | ![img-2.jpeg](img-2.jpeg) ## Company Information | Glossary of Terms (including Alternative Performance Measures) | 100 | Investor Information | 107 | | --- | --- | --- | --- | | | | Important Risk Warnings | 109 | | Notice of Annual General Meeting | 102 | Company Information | 110 | | Notes for the Annual General Meeting | 104 | | | ![img-3.jpeg](img-3.jpeg) for the year ended 30 June 2025 1 Brown Advisory US Smaller Companies plc ## Introduction to Brown Advisory US Smaller ## Companies PLC What Does Brown Advisory US GROWTH Smaller Companies PLC (the “Company”) Do? The Company aims to achieve long-term 10-Year Annualised rolling return 31 Dec 1935 to 31 Dec 2024 capital growth by investing in a diversified portfolio of quoted US smaller and 12.5 Opportunity 11.9 – Durability medium-sized companies. | | 10.6 | – Large and/or growing | | --- | --- | --- | | The portfolio management team, Brown | | market | | Advisory’s Christopher Berrier and | | – Market leader or share | gainer George Sakellaris, CFA, takes a rigorous – Dierentiated business and disciplined approach to investing, model emphasising long-term, risk-adjusted returns. GOVERNANCE Why Invest? The Company oers a cost-eective way to access the large, entrepreneurial group of small-cap companies in the US, the Small-caps Mid-caps Large-caps Execution world’s largest economy. – Trust & transparency Small-cap companies span a wide range – Capable, shareholder- friendly of sectors and industries, unlike the – Diverse and appropriate relatively narrow large-cap market that Board structure is dominated by a few giants. Investing – Well-structured, aligned in these smaller companies oers early incentives US Small-Caps: Opportunity and access to the successful businesses that On a Rolling 10-Year Basis, the have the potential to become large-cap Selection GO-TO MARKET average Small-Cap Return is companies in the future. Brown Advisory sees the US small and Superior mid-sized company sector as diverse US small-cap companies are often – and and dynamic, oering long-term capital Brown Advisory LLC (“Brown Advisory”) growth opportunities. With many believes mistakenly – underrepresented companies to choose from, selection is in many investors’ portfolios but can Economic profit crucial. provide a diversification boost, behaving – Higher Return on dierently from large caps and improving Against this backdrop, the Company Investment Capital (ROIC) overall portfolio eciency over the long has endorsed Christopher and George’s – Highly valuable term as part of a well-balanced account. investment style, focusing on high- incremental revenue quality, well-managed small-cap – High and/or rising businesses with the potential to grow into margins and returns – Capital ecient mid and large-caps over time. The team Average Returns (%) also pays close attention to the price they pay, selecting shares at attractive valuations to maximize capital growth potential. Source: Furey Research Partners. Data as of 31/12/2024. Small-caps: CRSP 6-8 Market Cap Decile Index returns from 1926 to 2011; CRSP Small Cap Index returns from 2012 to 2024 Mid-caps: CRSP 3-5 Market Cap Decile Index returns from 1926 to 2011; CRSP Mid Cap Index returns from 2012 to 2024. 2 Annual Report and Financial Statements 2025 Large-caps: S&P 500 Index returns all periods. 10-year annualized rolling periods, average returns, annual periodicity. Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Company Information Financial Statements Key Benefits of Active US Small- with a large team analysing the entire Cap Investing US market. The firm also leverages a broad network of venture capital, private Skilled, active small-cap managers can equity and corporate relationships. outperform the broader equity markets US small-caps are Understanding the full spectrum of by using their experience, their deep often – and we private and public companies is key to research and their consistent investment grasping the competitive landscape and believe mistakenly processes across various market identifying companies that may float in – overlooked but environments. Key attractions include: ## the future. Brown Advisory’s disciplined “ have the potential • Growth potential – younger and research, teamwork, and client-first potentially faster growing companies to meaningfully culture help drive attractive, long-term earlier in their life cycle. enhance long- performance for clients, making it a • Sector/Industry breadth – wide array compelling portfolio manager. term returns for of sectors and industries compared to patient investors. Investment Philosophy large-caps. The portfolio management team’s ‘3G’ • Under-researched – less analyst model focuses on durable growth, sound coverage contributes to mispricing and governance, and scalable go-to-market opportunities. strategies, seeking positive change at the • Active management – market margin to exploit market ineciencies. ineciencies allow skilled stock- The result is a diversified portfolio pickers to outperform. spanning sectors, business models, and economic cycles. • Expanded opportunity set – vast ## universe of around 2,000 US small- ” In Summary caps (more than half of global listed Oering diversification, growth potential smaller companies). and a breadth of opportunities, US • Diversification – lower correlation to small-caps deserve serious portfolio large-caps improves overall portfolio consideration, in the Board’s view. eciency. While individually small, collectively they account for nearly three-quarters of all • Lower risk – US listings generally have US listed companies across a diverse mix strong governance standards. of sectors. Though sometimes neglected, Brown Advisory’s Approach this niche allows skilled active managers to unlock overlooked value. Despite some Brown Advisory has been investing perceived higher risks, a modest small- in US companies of all sizes for over cap allocation can enhance portfolio 25 years. It manages approximately eciency for patient, long-term investors $8 billion across small-cap strategies for aiming to boost their returns. institutional, intermediary, and high net worth clients. Clients benefit from Brown Advisory’s extensive research capabilities for the year ended 30 June 2025 3 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Investment Objective, Investment Policy ## and Benchmark | Investment Objective | Investment Limits | Benchmark Index | | --- | --- | --- | | The Company’s objective is to achieve | The Board has prescribed limits on | Sterling adjusted | | long-term capital growth by investing | the investment policy, including: | Russell 2000 Total | | in a diversified portfolio consisting | | Return Index (the |  The Portfolio will comprise at all primarily of quoted US smaller and ‘benchmark’). times a minimum of 40 securities medium-sized companies. (excluding cash); Investment Policy  No single holding shall constitute The Portfolio Manager takes a more than 5% of total assets at the disciplined approach to investment, time of investment; emphasising long-term risk-adjusted  No derivative instruments returns. The Portfolio Manager (excluding warrants) may be held believes that the US smaller and without the prior approval of the medium-sized company sector Board; is a diverse and dynamic part of  Investments in unlisted securities the North American market and shall not exceed 5% of total assets continues to provide opportunities at the time of investment and any for capital growth over the long such investments shall require term. The sector is highly diversified prior Board approval; with a great many companies from which to choose. Many companies  The Company shall not make any are relatively immature, whether new investments in other UK listed financially or operationally or in terms investment companies; of management or market position.  In any event, not more than 10% They tend to be highly geared to in aggregate of the total assets growth and are particularly vulnerable of the Company, and any of its to market and other changes. subsidiaries, may be invested in | Against this background, the | other closed-ended investment | | --- | --- | | Company has adopted an investment | funds (including listed investment | | style that focuses on companies | trusts) whether or not such funds | | with durable growth, scalable go-to- | have stated investment policies to | | market strategies and well-aligned | invest no more than 15% of their | | management and shareholder | total assets in other listed closed- | | interests, and whose shares are | ended investment funds (including | | considered by the Portfolio Manager | listed investment trusts); | to oer above-average capital  Borrowings, including overdraft growth at attractive valuations. The facilities, shall not exceed 20% of Portfolio Manager believes that this the Company’s total assets and is an excellent approach to long-term shall require prior Board approval; investment in this sector.  The Company shall not take legal or management control over any investments in its portfolio. 4 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Company InformationFinancial Statements Financial Statements Company Information ## Strategic Report for the year ended 30 June 2025 5 for the year ended 30 June 2025 5 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Financial Highlights for the year ended ## 30 June 2025 Ordinary Share Performance | Net asset value (pence)* | Closing price (pence) | | --- | --- | | 1,416.7 | 1,270.0 | | (3.7)% (2024: 1,471.4 ) | (1.0)% (2024: 1,282.5) | | Russell 2000 Total Return Index | Discount to net asset value (%)* | (sterling adjusted) ## (10.4) ## 8,637.0 (2024: (12.8)) (0.7)% (2024: 8,699.0) Ongoing charges ratio (%)* ## 1.01 (2024: 1.05) | | | | | Net asset | | Year-on-year change in | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | value per | | | net asset value per | | | Year-on-year change in | | | | Year ended | Net assets | | Ordinary share | | | | | Ordinary share | | | Benchmark Index | | | 30 June | | £’000 | | | p | | | | % | | | % | 2016 174,163 7 8 7. 3 +8.7 +9.7 2017 181,687 911.1 +15.7 +28.2 2018 163,339 1,103.4 +21.1 +15.7 2019 161,520 1,152.7 +4.5 +0.3 2020 145,011 1,116.3 (3.2) (3.8) 2021 181,426 1,516.3 +35.8 +45.1 2022 155,840 1,303.9 (14.0) (15.2) 2023 171,147 1,431.9 +9.8 +7. 5 2024 174,544 1,471.4 +2.8 +10.7 2025 163,399 1,416.7 (3.7) (0.7) * For definitions of the above Alternative Performance Measures please refer to the Glossary of Terms on pages 100 and 101. 6 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Financial Statements Company Information # Chairman's Statement ![img-4.jpeg](img-4.jpeg) Chairman of the Board ## Dear Fellow Shareholder, Helped by a favourable economic background, positive earnings development and attractive valuations, US smaller companies performed reasonably well over the past twelve months, with the Russell 2000 in US dollar terms returning 7.7%. That said, smaller companies were eclipsed once again by the performance of the large cap stocks, particularly those in the technology sector, known as the 'Magnificent Seven'. At the same time, returns for UK investors in US smaller companies were largely eroded by the weakening in the US dollar against sterling, notably in the period following the presidential election, as President Trump's erratic tariff announcements encouraged fears of prolonged inflation, lower US growth and potential trade wars. For the twelve months ended 30 June 2025, your Company's net asset value (NAV) per share in sterling fell from 1471.4p to 1416.7p, a decline of 3.7%. This was behind our benchmark, the sterling adjusted Russell 2000 Total Return index, which fell by 0.7% over the same period. An explanation of specific portfolio factors in relation to performance can be found in this statement on page 10 as well as in the Portfolio Manager's review on pages 15 to 19. Over the twelve-month period, the Company's share price fell from 1282.5p to 1270.0p, a decline of 1.0%. This resulted in a small narrowing of the discount to NAV from 12.8% on 30 June 2024 to 10.4% on 30 June 2025. A small number of shares were bought in over the course of the year in accordance with our established buyback policy. ## Market Review Our past financial year can be described truly as 'a year of two halves', with a gentle run up in markets ahead of the presidential election in the first half and a more volatile and unsettled period in the second as the newly elected administration under President Trump laid out its programme of change and the geopolitical background deteriorated. US equity markets began our financial year in good shape. While the geopolitical background remained unsettled, with the growing tensions in the Middle East and lack of resolution to the war in Ukraine, business activity in the US remained resilient. Furthermore, better-than-expected for the year ended 30 June 2025 7 Brown Advisory US Smaller Companies plc ## Chairman’s Statement continued 12 month return to inflation numbers boosted hopes however, did the President confirm 30 June 2025 in US$ that September 2024 would finally the imposition within days of taris, see the Fed begin its much-awaited initially in Mexico (25%), Canada Russell 2000 (%) programme of interest rate cuts. (25%) and China (10%). Even though the terms were then modified, ## 7.7% In the event, the Fed went further in markets noted the shift in mood September than expected, cutting as taris were introduced steadily S&P 500 (%) interest rates by 50 basis points, elsewhere, and they became more rather than the 25 generally forecast, volatile as fears grew of rising inflation, ## 15.2% in its first rate cut since March 2020. lower US growth and a potential This more dovish move, coupled global trade war. This culminated in NASDAQ (%) with generally steady economic a major sell-o in markets in early commentary, left investors feeling April on the President’s infamous ## relatively comfortable that monetary 15.7% ‘Liberation Day’ Executive Order policy was not too restrictive, and that as further taris were introduced the Fed would act again to prevent across the board and many at higher any further labour market weakness rates than expected. Fortunately, if necessary. Markets responded unsettling moves in the bond market positively and pushed steadily ahead and concerned commentary from through the autumn to reach new the head of JPMorgan persuaded the all-time highs. They received a further President to pause his higher tari boost towards the end of November rates for 90 days. This prompted a as Donald Trump won a resounding major rally in the equity markets and victory in the presidential election, gave renewed support to enable them and the Republican party won control to recapture much of the ground lost in a clean sweep of both the Senate since the beginning of the year. and the House of Representatives. Investors responded positively to Politics thus became the main driver the decisive result given earlier fears of equity markets in the second half of a drawn-out contested outcome of our financial year, rather than and the likely future government Federal Reserve policy and changes pro-business/anti-regulatory policy in interest rate expectations, as agenda. had been the case before. Indeed, throughout this latter period the Fed The post-election period of Trump showed itself very keen to be following euphoria continued briefly into the its own agenda and not to be a lackey New Year as the new president’s of government policy. With the ‘America First’ policy agenda initially economy still robust and inflation on curried favour with investors. Its its favoured Personal Consumption focus on business and growth, Expenditure index uncomfortably lower taxes and deregulation and above its 2% target level, the Fed above all on incentivising domestic continued to make it clear that it manufacturing were well received. was in no hurry to lower interest Only at the very end of January, rates further. This prompted a war of 8 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Financial Statements Company Information words between the President and the chair of the Federal Reserve, Jerome Powell, as the latter held his ground. Within the US markets, the leaders in the first half were again the 'Magnificent Seven', as well as other technology stocks linked to AI where news flow remained upbeat, earnings continued to surprise positively, and valuations seemed not unreasonable. Smaller companies also performed well in this period as investors looked to pick up stocks that had lagged, and where fundamentals remained sound and valuations attractive. It also encouraged a heavy wave of speculative buying of smaller companies with poorer fundamentals, largely unrepresented in the Company's portfolio. However, smaller companies soon started to lose momentum again in the second half as investors worried that smaller companies would be more negatively affected by the arbitrary introduction of tariffs and a likely slowing in the domestic economy. Over the year, in US dollar terms, the Russell 2000 returned 7.7%, the S&P Composite returned 15.2% and the Nasdaq returned 15.7%. The pound gained ground against the US dollar, moving from 1.264 to 1.370, as a result of which sterling-based shareholders in US smaller companies suffered a currency loss which eroded wholly the stock gains. As mentioned at the beginning of my statement, the Company's performance this year was somewhat disappointing. Overall returns to UK investors in US smaller companies were negative as the weakening in the US dollar more than offset the gains in share prices, while at the same time, in relative terms, our portfolio of US smaller companies marginally underperformed its benchmark. Most of the underperformance arose in the first half of the year when the Company suffered from its lack of exposure to the more speculative situations that did well then. The portfolio also suffered throughout the year from its being underweight the financial sector which performed relatively well given the underlying strength of the US economy. Our managers have tended historically to underweight the sector, preferring companies with more sustainable and less volatile earnings. Otherwise, the Company benefitted from being overweight industrials and information technology, while underweight energy, and from good stock selection in healthcare, even though the latter sector remained somewhat out of favour. Positive contributors to return over the year were Curtiss-Wright Corp., SiTime Corp., Inari Medical, Mirion Technologies, and Encompass Health Corp, while the main detractors were Entegis, Bruker Corp, Bio-Techne Corp, ChampionX Corp. and KinderCare Learning Companies. A more detailed coverage on the development of the US smaller company sector over the past twelve months and our activity and performance are included in the Portfolio Manager's Review on pages 15 to 19. “ *Most of the underperformance arose in the first half of the year when the Company suffered from its lack of exposure to the more speculative situations that did well then.* ” for the year ended 30 June 2025 9 Brown Advisory US Smaller Companies plc ## Chairman’s Statement continued Portfolio Manager Oversight Conditional Tender Offer Closing price (pence) | The Board monitors closely | That said, we announced in February | | | --- | --- | --- | | investment performance and, | this year that the Board had decided | 1,270.0 | | in accordance with the Portfolio | that should long-term performance | | | Management Agreement, carries | not be satisfactory for shareholders | Net Asset Value (pence) | | out a detailed formal appraisal of | there should be a mechanism for | | | the Portfolio Manager annually, as | them to realise up to 100% of the | 1,416.7 | | well as regular portfolio reviews at | issued share capital in the Company | | | its quarterly investment meetings. In | at close to the prevailing NAV of the | Discount to net asset value | | its reviews this year, the Board noted | Company. Accordingly, should the | | | the relative underperformance of | NAV performance of the Company | (10.4)% | | the Company for the year as a whole | not outperform the Company’s | | | and recognised that Brown Advisory | benchmark (Sterling-adjusted Russell | | | had consistently applied a disciplined | 2000 Total Return Index) for the period | | | long-term investment approach, | 1 July 2023 to 30 June 2028 (i.e. a total | | | supported by a highly experienced | period of five years with three and a half | | | and skilled investment team. While | remaining), the Board intends to oer | | | returns lagged as market conditions | shareholders a one-o opportunity to | | | temporarily favoured unprofitable | tender some or all their shares at close | | | and more speculative companies, | to the prevailing NAV, less costs. | | the Board observed that Brown The Board believes that such a Advisory’s focus remains on high- Conditional Tender Oer will allow the quality, well-managed businesses. Company and its Portfolio Manager Given the Portfolio Manager’s proven appropriate time to outperform philosophy, robust process, and against the Company’s benchmark the current market environment, and, in the event it does not, to oer the Board continues to believe that shareholders a liquidity event. Brown Advisory’s approach is in the This redemption option will sit best interests of shareholders. alongside the existing triennial The Board also noted again that the continuation vote, see below. Company’s performance relative to other funds with a similar remit, both Continuation Vote closed-end and open-end, was also The next continuation vote, in satisfactory. accordance with the three-year cycle prescribed in the Company’s The Board will continue to monitor Articles of Association, will be held at closely investment performance, our Annual General Meeting (AGM) both absolute and relative, to ensure in November 2026. At the last vote that the Company’s oering remains in November 2023 the resolution in attractive. favour of continuation was passed with 3,885,193 proxy votes or 90.5% percent in favour. 10 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Financial Statements Company Information ![img-5.jpeg](img-5.jpeg) Should the NAV performance of the Company not outperform the Company's benchmark (Sterling-adjusted Russell 2000 Total Return Index) for the period 1 July 2023 to 30 June 2028 (i.e. a total period of five years with three and a half remaining), the Board intends to offer shareholders a one-off opportunity to tender some or all their shares. ![img-6.jpeg](img-6.jpeg) ## Management Fee The Board reviews the total costs of the Company on a regular basis to ensure that they continue to represent good value to shareholders, that they are competitive with similar investment products and consider the quality and experience of the teams involved. Following engagement with Brown Advisory, we were pleased to report in February this year that they had agreed to a reduced tiered management fee replacing the current fee arrangements, effective from and backdated to 1 January 2025. Details of the amendments to the management fee arrangements are set out below. ## New Management Fee Arrangements - The management fee will be calculated based on the lower of the Company's market capitalisation and net asset value (NAV), rather than NAV as is currently the case; and - The management fee on the first £200m will be reduced to 0.65%, from 0.7%, and will continue to be calculated on a tiered basis. From 1 January 2025, the management fee is therefore calculated at an annual rate of: - 0.65% on the first £200m; - 0.6% on the next £300m; and - 0.5% thereafter, in each case of the lower of the Company's market capitalisation and the Company's NAV. The new fee arrangements do not introduce any performance fee or performance-related elements. As mentioned before, the Board believes that the changes have the potential to reduce costs in both the short and long term and ensure stronger alignment between the Portfolio Manager and investors. It should be noted that the current year's Ongoing Charges Ratio (OCR) of 1.01% reflects only six months of this revised fee arrangement, with the full effect coming through next year. The Portfolio Management Agreement between the Company, FundRock Partners Limited (as the Company's AIFM) and the Portfolio Manager has been amended to reflect the new management fee. No other significant changes have been made to the agreement. ## Revenue and Capital Returns The net loss per Ordinary share was (57.7)p, allocated (6.0)p to Revenue and (51.7)p to Capital. Dividend income was lower, despite some companies raising pay-outs, due to the weakening of the US dollar against sterling. With Management expenses broadly unchanged, the net revenue loss was marginally greater than the previous year. The Board still believes it appropriate to allocate all expenses to the Revenue account. No distributable revenue is available for the payment of dividends. ## Share Price and Discount The Board has continued with its buyback policy established a couple of years ago and is committed to for the year ended 30 June 2025 11 Brown Advisory US Smaller Companies plc ## Chairman’s Statement continued using share buybacks with the aim neither the Board nor the Portfolio of reducing discount volatility and Manager saw good reason to deploy working to reduce any discount to the any gearing over the year and indeed extent that it is significantly wider than preferred to hold some cash in hand those of similar investment trusts. It in case of market setbacks. However, It should be believes this to be in shareholders’ going forward, should prospects for noted that the interests. In determining whether to the smaller company sector improve current year’s buy back shares, the Board considers, and investor interest return, the Board Ongoing Charges amongst other factors, and at its will review its decision to gear, mindful ## “ Ratio (OCR) of discretion, the size of the Company, that the ability to do so to enhance 1.01% reflects general market conditions and returns is one of the key advantages sentiment, the liquidity in the shares of a closed-end structure. only six months and discounts in the investment trust of this revised Board Composition sector overall. fee arrangement, Lisa Booth retired at the last AGM Alongside this share buyback policy, with the full effect and Ruth Beechey joined the Board the Board believes that the Company’s coming through on 1 July 2024. The Board has now discount will also be driven by demand been fully refreshed since I took next year. for the Company’s shares, reflecting its over as chair in October 2021, and long-term investment performance, its all four directors will be presenting relevance to investors, the appropriate themselves for re-election at the AGM marketing of the Company and general in November. As we have noted before, market conditions. we are a small Board, but we believe | Over the period under review, the | appropriate for the size and complexity | | | --- | --- | --- | | Company’s share price fell 1.0% | of our Company with all the necessary | | | from 1282.5p to 1270.0p. This helped | skill sets represented. | | | narrow the discount to NAV over the | | ” | As mentioned before, the Board is year from 12.8% on 30 June 2024 to aware of the FCA’s Diversity and 10.4% on 30 June 2025. During the Inclusion Policy and notes and year, we repurchased 328,372 shares. supports their targets. Accordingly, They were bought at an average price two of the four non-executive of £13.2 per share and at an average directors and one of the senior discount of 11.3%. positions (the SID) are occupied by | As of 30 June 2025, the number | females. With only four directors, it is | | --- | --- | | of shares held in Treasury was | not always straightforward to meet | | 6,689,626 (2024: 6,361,254) and | ethnic diversity targets as well, but the | | the number in public hands was | Board remains committed to continue | | 11,533,787 (2024: 11,862,159). | to ensure it reflects a diversity of | thought and skills drawn from as wide Gearing a pool as possible. With interest rates holding firm, an unsettled political background and limited investor interest in small cap, 12 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Governance Company Information Financial StatementsStrategic Report Directors’ Fees Electronic proxy voting is now available, and shareholders The Board undertakes an annual are encouraged to submit fee review to ensure that the voting instructions using the remuneration paid to directors web-based voting facility The US economy remains attractive, competitive and www.eproxyappointment.com and has continued to in line with its peers in order to attract www.proxymity.io for institutional and retain the best candidates. perform well in shareholders. In order to use electronic With eect from 1 January 2025, 2025. Consumer proxy voting, shareholders will require ## “ the Directors’ base remuneration is spending their shareholder registration number, £30,700 and the remuneration of remains the control number and pin. If you do not the chair £40,200. The supplement principal driver, have access to these details please for the Chair of the Audit and Risk fuelled by low contact the Company’s Registrar, Committee is £5,800. Computershare, whose details can be unemployment, The maximum level currently found on page 110 of this report. jobs growth and provided for in the Company’s Articles | rising wages, | of Association for total Directors’ | Notice of the AGM, containing | | --- | --- | --- | | even if of late | fees is £185,000 which provides | full details of the business to | | | headroom for succession planning | be conducted at the meeting, | there have been and appointment overlap should it be is set out on pages 102 and some signs necessary. 103 of this report. of consumers starting to trade Annual General Meeting Shareholder Communications down as they This year’s AGM will be held on The Board encourages shareholders wonder how Monday, 10 November 2025 at to visit the Company’s website 2.00pm at the oces of Brown (www.brownadvisory.com/basc) the tariffs will Advisory, 18 Hanover Square, for the latest information, including affect them going London W1S 1JY. It will include a thought leadership and monthly forward. short presentation which will be factsheets. Investors can also sign up delivered in person by Chris Berrier, for email communications via the link Portfolio Manager, covering the on the website. performance of the Company over Outlook the past year as well as his outlook for | | the future. The Board and Portfolio | The US economy has continued to | | --- | --- | --- | | | Manager would welcome questions | perform well in 2025. Consumer | | | which shareholders may submit | spending remains the principal | | | to: InvestmentTrustEnquiries@ | driver even if of late there have been | | ” | brownadvisory.com. Subject to | some signs of consumers starting | | | confidentiality, we will respond to any | to trade down as they wonder how | | | questions submitted either directly | the taris will aect them going | | | or by publishing our response on the | forward. Investment spending has | | | Company website. | also held up well due to government | incentives and the move towards reshoring given the rising geopolitical for the year ended 30 June 2025 13 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Chairman’s Statement continued | and supply chain risks. While we | albeit largely known, with | months as they are shaken from | | --- | --- | --- | | are not expecting a recession | hostilities this year between | time to time by unpredictable | | next year, we do anticipate | Israel and Iran and the war in | geopolitical squalls, from both | | a period of slower growth in | Ukraine seeming to be moving | home and abroad. | | 2026 as the negative eects of | in Moscow’s favour. However, of | | | the taris are worked through, | more concern to investors is the | | Stephen White even if the impact has so far unpredictable political situation Chairman of the Board been less severe than originally at home. President Trump 29 September 2025 feared. Indeed, we have noticed is pursuing his tari agenda that a number of analysts while also making unexpected have been revising up their and extensive use of executive earnings forecasts for next orders to push through his year in the belief that the earlier own legislation, not all of it downgrades were excessive. popular. Indeed, his attacking institutions such as the Federal Investors are also still hoping Reserve and the courts, that the Federal Reserve will be threatening to add massively to cutting interest rates further the national debt and deficits this autumn. Consensus is for through his ‘One Big, Beautiful two cuts of 25 basis points Bill Act’, as well as being an each this year, and a steady unreliable partner to the US’s continuation in 2026. However, allies and partners, have only there is a risk that the Federal served to undermine the dollar Reserve continues to take a and the US Treasury market. more cautious view on the inflation outlook given the Putting all this together, we underlying strength of the believe US equity markets US economy and the impact should continue to draw on import prices which has support from the economy still to be factored in from the staying in reasonable shape introduction of taris. Any and from expectations of a delays in cutting rates are likely steady cutting in interest rates. to be attacked by the President Smaller companies should and rekindle the animosity also benefit from a return of between the President and the investor interest given their chair of the Federal Reserve relative underperformance of given their diering views on late versus the large caps and the outlook for the economy their attractive valuations. The and the inflationary risks. This weaker dollar is also less of a could put renewed pressure on negative factor for the latter the dollar. given their greater domestic exposure. That said, markets The geopolitical background are likely to remain volatile remains a major challenge, as they have been these past 14 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Governance Company Information Financial StatementsStrategic Report ## Portfolio Manager’s Review Market Overview It is important to keep in mind that our relative performance has become more volatile since Covid-19. The structure and nature of the market has changed. Index and other passive alternatives have grown significantly and retail participation in the market has ballooned. In the last 12 months, corporate fundamentals have had far less of an influence on market returns, with Chris Berrier investors seeming to ignore, for Portfolio Manager example, a company’s earnings, debt levels or long-term growth prospects. ### Performance review Instead, momentum has driven share prices higher, with investors following ### For the 12 months ending 30 June 2025, our trends and market sentiment, | portfolio underperformed its benchmark, the | detaching some stocks from their | | --- | --- | | Sterling-adjusted Russell 2000 Total Return | true worth. | | index. During the year, the Company’s NAV | We believe our preference for higher- | quality companies and our focus on ### declined by 3.7% compared to a benchmark valuation should pay dividends over ### fall of 0.7%. Several factors contributed to this the long term. Lately though, in a ### underperformance, which we will explain in market driven by momentum, it may ### this review. have caused us to miss some of the few opportunities for gains in small- cap stocks. The Trump administration’s economic and trade policy agenda largely dictated the narrative during the second half of the reporting period. We witnessed a small-cap bear market from the peak on 4 December 2024 to the post-Liberation Day trough on 8 April 2025 as initial economic optimism quickly gave way to uncertainty. Trump’s second term commenced with a flurry of policy announcements, including the Department of Government Eciency (DOGE), tax cuts and, for the year ended 30 June 2025 15 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Portfolio Manager’s Review continued most significantly, taris. The It is also worth remembering that Liberation Day tari announcements returns have become increasingly accelerated the equity sell-o that concentrated in a handful of was only reversed by the president companies. This phenomenon is Momentum has pausing his international trade plans. more apparent in the dominance of driven share the so-called ‘Magnificent Seven’ Equity markets tend to dislike prices as investors although we are also starting to see instability. However, investor hopes have increasingly the same pattern emerge with smaller ## that Trump’s proposed punitive taris “ companies, where a few are doing chased prevailing were merely an opening salvo rather really well, while many others are trends and than the end game saw equities struggling. market sentiment, recover and end the reporting period on a high note. This rebound was Our pursuit of continuous causing some especially driven by lower-quality improvement means we regularly stocks to become stocks, which were boosted by analyse all aspects of our detached from passive and retail investor activity as performance – philosophy, people their true worth. well as short covering, when short and process – as we strive to learn sellers buy back shares to avoid and adapt without compromising further losses. the core principles that have driven our historical success. The result Our Strategy’s Performance is a portfolio with slightly more At times, our strategy tends to trail concentration in the top half, which the benchmark – for example during are our highest conviction positions; a momentum markets, as explained new analyst hire focused solely on the above. At others, it performs technology sector; and a larger-than- ## ” better, such as during periods average list of potential new ideas. when markets are more balanced We continue to actively manage and in tune with corporate and the portfolio as the opportunity set economic fundamentals, and more changes, with the express intention challenging environments. While we of not only driving better returns in are disappointed with the portfolio’s the short term but also building value underperformance, it does not come over the long term. as a surprise to us considering the market’s behaviour during much Key Factors Impacting of the period. Our strategy did well Performance during the downturn but lost ground The paramount factor driving recent when the market quickly bounced underperformance has been our back, and investors once again chose sector skew. We have focused on to ignore company fundamentals in driving and preserving portfolio value favour of riskier, shorter-term bets. in a slowing economy. While large- At times like these, valuation and cap earnings have been reasonably quality tend to be of little concern to good due to a handful of very large investors. 16 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Governance Company Information Financial StatementsStrategic Report technology companies, small-cap services mainly to aerospace and earnings recently finished their third defence, and commercial nuclear down year in a row. We believe this services, was the portfolio’s biggest is a component driving the strong individual contributor, reflecting Despite the momentum bias in the space – strong organic revenue growth instability and namely, to own ‘what is working’, since and high earnings visibility. Inari concentration we fundamentals are so erratic. More Medical, an innovative medical have seen in the specifically in the period, financials device company, was acquired by ## “ | was the best performing sector in the | Stryker Medical in a deal completed | market, we believe | | --- | --- | --- | | benchmark, and this is the area where | in the second quarter of 2025 and a | our preference | | we have the biggest underweight. It | highlight in the health care space. | | for higher-quality is dicult for us to find banks that companies and Additions and Disposals clearly meet our ‘3G’ investment our focus on The market volatility over the characteristics and our examination 12-month period made this an active valuation should of the sector has uncovered many time in the portfolio. We sold several pay dividends lower-quality businesses. Although positions, with exits prompted over the long term. this was a headwind in the short term, by a combination of merger and we do not believe our positioning will acquisition (M&A) activity or stocks prove to be one in the long term. achieving their price potential, as well At the individual company level, the as action taken when our investment contributors were diverse. SiTime is thesis was no longer valid or we saw a leading semiconductor company poor risk/reward dynamics. specialising in timing applications. On the acquisition side, we added Its compute/data centre end market a diverse array of companies to the is benefiting from growth in key ## ” portfolio that we believe have the AI platforms, and the company potential to compound nicely over confirmed it will provide content for time. We also used the technology/ the iPhone, which will buoy revenue industrial/AI-driven sell-o in early gains in the next few years. Take-Two 2025 to add to a number of existing Interactive Software, a leading video positions. In addition, we initiated new game developer, also performed well positions in a few companies on which as it builds towards the launch of the we had previously completed our due next instalment of its Grand Theft diligence but passed on at the time Auto franchise. Mirion Technologies, due to a poor risk/reward ratio. a leader in nuclear test and | measurement, rallied after delivering | Examples include the heating, | | --- | --- | | accelerating revenue growth thanks | ventilation and air conditioning | | to improved results in both its health | equipment manufacturer AAON, | | care and commercial segments. | Inc., whose stock price dropped from | | Curtiss-Wright Corp, which provides | roughly $140 to $70. The sell-o in | | engineered products, solutions and | AI-related names drove the move | for the year ended 30 June 2025 17 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Portfolio Manager’s Review continued down as optimism over its emerging the ability to produce substantial free data centre cooling segment cash flow. The company’s recent collapsed. We viewed this price acquisitions are not without risk, but decline as an opportunity to buy into we believe its three-to-five-year vision the company’s solid core business is promising. at a reasonable price, with the added Other notable additions include BWX bonus of potential long-term success Technologies, Mirion Technologies, from its data centre operations. AppFolio, Openlane, Simpson We have known OneStream, a leading Manufacturing, Universal Display software-as-a-service company Technologies, and StandardAero. focused on the oce of the CFO, Outlook since it was private. We passed on the Small-cap relative returns compared initial public oering as we wanted to to large-cap peers have been better understand its go-to-market historically poor over the last decade. strategy, but we have tracked the Capital continues to flow into the business closely. Our view is that the United States’ largest and most general trend of vendor consolidation dominant technology businesses, amongst enterprises will continue, pushing their share prices up. and OneStream will be a long-term Combined with the poor earnings beneficiary. Although our first nibble growth from smaller companies over on the stock was not at a perfect the last few years, this dominance has price, recent volatility has enabled produced half a decade of low, volatile us to build out our position at more returns. attractive levels. Our strategy has consistently Clearwater Analytics, the leader in performed well during moments of portfolio accounting and reporting ‘risk-o’ and less well during moments for asset management and insurance of ‘risk-on’. We believe that when companies, is a similar story to equity markets strongly gravitate OneStream. We previously owned towards certain factors or trends and the stock until its valuation surged momentum takes hold, we need to last year, forcing us to sell. Recently, be even more focused on our style of the stock has declined to a more fundamental, bottom-up investing. compelling valuation, giving us the Since we continue to see solid results opportunity to invest in the company from many of our larger holdings, again. Our view is that its legacy our portfolio has grown slightly more competitors are ill-equipped to handle concentrated in the top half. A core of the technological changes sweeping approximately 40 holdings represents over the industry. This should enable most of the capital in the portfolio and Clearwater to gain meaningful market is complemented by a list of smaller share on a global basis. At scale, this new or emerging holdings poised for will be a high-margin business with 18 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Governance Company Information Financial StatementsStrategic Report repositioning when the time is right. We remain confident in our valuation- conscious, high-quality and long-term approach to bottom-up investing. We have found the current nature of the equity market to be extraordinary – most notably, its concentration on certain companies and sectors. Our goal is to exploit this phenomenon to build enduring value in the portfolio over time. Portfolio Manager Brown Advisory LLC 29 September 2025 for the year ended 30 June 2025 19 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Twenty Largest Equity Holdings ## as at 30 June 2025 Industrials ### 1 Waste Connections, Inc. Waste Connections, Inc. provides non-hazardous solid waste collection services for commercial, industrial and residential customers. The company oers collection, Market value (£‘000) Percentage of Portfolio landfill disposal and recycling services for various recyclable materials, including compost, cardboard, ## 6,144 4.0 oce paper, plastic containers, glass bottles and (2024: 7,724) (2024: 4.6) ferrous and aluminium metals. ### CCC Intelligent Solutions Industrials 2 CCC Intelligent Solutions Holdings provides ### Holdings cloud-based software as a service (SaaS) platform connecting trading partners, facilitating Market value (£‘000) Percentage of Portfolio commerce and supporting mission-critical, artificial intelligence-enabled digital workflows. ## 5,841 3.8 (2024: 3,052) (2024: 1.8) Consumer Discretionary ### Bright Horizons Family 3 Bright Horizons Family Solutions, Inc. provides ### Solutions, Inc. childcare and early education services as well as other services designed to help employers and families to Market value (£‘000) Percentage of Portfolio better address the challenges of work and life. The company provides services primarily under multi-year ## 5,615 3.6 contracts with employers who oer childcare and other (2024: 6,125) (2024: 3.7) dependent care solutions as part of their employee benefits packages. Healthcare ### 4 HealthEquity, Inc. HealthEquity, Inc. provides technology-enabled services platforms that allow consumers to make healthcare saving and spending decisions. The Market value (£‘000) Percentage of Portfolio company enables consumers to access their tax- advantaged healthcare savings, compare treatment ## 5,199 3.3 options, pay healthcare bills, receive personalised (2024: 3,638) (2024: 2.2) benefit and clinical information and earn wellness incentives. 20 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Governance Company Information Financial StatementsStrategic Report ## Twenty Largest Equity Holdings continued Information Technology ### 5 Dynatrace, Inc. Dynatrace, Inc., through its subsidiaries, develops software intelligence platforms for the enterprise cloud. Its software intelligence platforms allow customers to Market value (£‘000) Percentage of Portfolio modernise and automate IT operations, develop and release high quality software faster and improve user ## 5,182 3.3 experiences for better business outcomes. (2024: 3,771) (2024: 2.3) Financials ### Prosperity Bancshares, 6 Prosperity Bancshares, Inc. is the holding company ### Inc. for Prosperity Bank. The Bank attracts deposits from the general public and uses those funds to originate a Market value (£‘000) Percentage of Portfolio variety of commercial and consumer loans. Prosperity Bank operates in the greater Houston metropolitan ## 4,488 2.9 area and neighbouring counties in Texas. (2024: 3,961) (2024: 2.4) Information Technology ### 7 Curtiss-Wright Curtiss-Wright facilitates the designing, manufacturing and overhauling of precision components and systems to various industries such as aerospace, petrochemical Market value (£‘000) Percentage of Portfolio and fire and rescue. ## 4,318 2.8 (2024: 2,596) (2024: 1.6) Healthcare ### 8 Encompass Health Encompass Health provides inpatient rehabilitative healthcare services. The Company operates inpatient rehabilitation hospitals, outpatient and rehabilitation Market value (£‘000) Percentage of Portfolio satellites and home health agencies, and provides treatment on both an inpatient and outpatient basis. ## 3,990 2.6 (2024: 3,646) (2024: 2.2) for the year ended 30 June 2025 21 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Twenty Largest Equity Holdings continued Consumer Staples ### Casey’s General Stores, 9 Casey’s General Stores, Inc. operates convenience ### Inc. stores in the Midwest. The company oers food, beverages, tobacco products, health and beauty aids, Market value (£‘000) Percentage of Portfolio automotive supplies and other non-food items, as well as gasoline. ## 3,956 2.5 (2024: 4,343) (2024: 2.6) Industrials ### 10 Valmont Industries, Inc. Valmont Industries, Inc. designs and manufactures poles, towers and structures for lighting, communication and utility markets and provides Market value (£‘000) Percentage of Portfolio protective coating services for infrastructure. The Company also manufactures and distributes industrial ## 3,858 2.5 and agricultural irrigation products in addition to a (2024: 4,256) (2024: 2.6) wide variety of fabricated products for commercial and industrial applications. Industrials ### 11 StandardAero, Inc. StandardAero, Inc. manufactures aircraft parts and equipment. The Company provides avionics, aircraft components, engines and airframes as well as oering Market value (£‘000) Percentage of Portfolio maintenance, repairing and overhaul services. ## 3,616 2.3 (2024: –) (2024: –) Information Technology ### 12 Mirion Technologies ‘A’ Mirion Technologies ‘A’ is a global provider of radiation detection, measurement, analysis and monitoring solutions, serving the medical, nuclear, defence and Market value (£‘000) Percentage of Portfolio research end markets. ## 3,546 2.3 (2024: –) (2024: –) 22 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Governance Company Information Financial StatementsStrategic Report ## Twenty Largest Equity Holdings continued Healthcare ### 13 Bruker Bruker Corporation designs, manufactures and markets proprietary life science systems based on spectrometry technology platforms. The Company Market value (£‘000) Percentage of Portfolio also sells a range of field analytical systems for substance detection and pathogen identification. ## 3,342 2.1 Bruker develops life science and advanced materials (2024: 3,190) (2024: 1.9) research tools based on X-ray technology. Energy ### Oceaneering 14 Oceaneering International, Inc. provides engineering ### International, Inc. services. The Company oers remotely operated vehicles, mobile oshore production systems, Market value (£‘000) Percentage of Portfolio engineering and product management, manned diving and other deep water applications. ## 3,219 2.1 (2024: 904) (2024: 0.5) Energy ### 15 ChampionX ChampionX Corporation provides energy solutions to customers around the world. The company focuses on Market value (£‘000) Percentage of Portfolio upstream and midstream oilfield technology such as chemistry programs and drilling activities. ## 3,011 1.9 (2024: 4,364) (2024: 2.6) Industrials ### 16 Casella Waste Systems Casella Waste Systems provides integrated and non- hazardous solid waste services throughout the Eastern United States. The Company oers collection, transfer, Market value (£‘000) Percentage of Portfolio disposal and recycling services, generates steam and manufactures finished products utilising recyclable ## 3,007 1.9 materials. (2024: 3,332) (2024: 2.0) for the year ended 30 June 2025 23 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc # Twenty Largest Equity Holdings continued 17 Fluor Market value (£'000) 2,945 (2024: 2,813) Percentage of Portfolio 1.9 (2024: 1.7) Industrials Fluor Corporation serves customers worldwide providing oil and gas infrastructure construction services including engineering, procurement, maintenance, outsourcing, equipment rental and project management. 18 Establishment Labs Holdings, Inc. Market value (£'000) 2,878 (2024: 2,790) Percentage of Portfolio 1.9 (2024: 1.7) Healthcare Establishment Labs Holdings, Inc. manufactures medical devices and aesthetics products for silicone-filled breast and body shaping implants. 19 Take-Two Interactive Software, Inc. Market value (£'000) 2,865 (2024: 952) Percentage of Portfolio 1.8 (2024: 0.6) Information Technology Take-Two Interactive Software, Inc. develops, markets, distributes and publishes interactive entertainment software games and accessories. The Company's products are for console systems, handheld gaming systems and personal computers and are delivered through physical retail, digital download, online and cloud streaming services. 20 Bio-Techne Market value (£'000) 2,765 (2024: 1,751) Percentage of Portfolio 1.8 (2024: 1.0) Healthcare Bio-Techne Corp develops, manufactures and sells biotechnology products and clinical diagnostic controls. The Company specialises in proteins, cytokines, growth factors, immunoassays and small molecules. Total Market value (£'000) 79,785 Percentage of Portfolio 51.3 The value of the twenty largest holdings represents £79.8 million (2024: £79.2 million) and 51.3% (2024: 47.7%) of the Company's total investments. 24 Annual Report and Financial Statements 2025 Strategic Report Governance Financial Statements Company Information # List of Investments as at 30 June 2025 (Sector categories correspond to those used in the Russell 2000 Total Return Index) | **Communication Services** 1.4% (2024: 2.5%) | Total Market value (£'000) **2,117** | Total Percentage of Portfolio **1.4** | | --- | --- | --- | | **Cogent Communications Holdings** Internet service provider. | Total Market value (£'000) **2,117** | Total Percentage of Portfolio **1.4** | | **Consumer Discretionary** 6.4% (2024: 8.8%) | Total Market value (£'000) **9,980** | Total Percentage of Portfolio **6.4** | | **Bright Horizons Family Solutions, Inc.** Childcare and early education services. | Total Market value (£'000) **5,615** | Total Percentage of Portfolio **3.6** | | **Mister Car Wash** Provides exterior and interior car cleaning services. | Total Market value (£'000) **2,359** | Total Percentage of Portfolio **1.5** | | **KinderCare Learning** Childcare and early education services. | Total Market value (£'000) **1,055** | Total Percentage of Portfolio **0.7** | | **TopBuild** Insulation and other building products. | Total Market value (£'000) **531** | Total Percentage of Portfolio **0.3** | | **First Watch Restaurant Group** Restaurant chain. | Total Market value (£'000) **420** | Total Percentage of Portfolio **0.3** | | **Consumer Staples** 2.5% (2024: 3.1%) | Total Market value (£'000) **3,956** | Total Percentage of Portfolio **2.5** | | **Casey's General Stores** Convenience store chain. | Total Market value (£'000) **3,956** | Total Percentage of Portfolio **2.5** | for the year ended 30 June 2025 25 Brown Advisory US Smaller Companies plc ## List of Investments continued | **Energy** 4.4% (2024: 3.9%) | Total Market value (£'000) **6,899** | Total Percentage of Portfolio **4.4** | | --- | --- | --- | | **Oceaneering International** Operates as a technology company that provides engineered services and products & robotic solutions to the offshore energy, defence, aerospace and entertainment industries. | Total Market value (£'000) **3,219** | Total Percentage of Portfolio **2.1** | | **ChampionX** Provider of chemistry programs and services for global upstream oil and natural gas industry. | Total Market value (£'000) **3,011** | Total Percentage of Portfolio **1.9** | | **Cactus** Manufacturer of control equipment. | Total Market value (£'000) **669** | Total Percentage of Portfolio **0.4** | | **Financials** 3.5% (2024: 4.8%) | Total Market value (£'000) **5,516** | Total Percentage of Portfolio **3.5** | | **Prosperity Bancshares** Provision of financial products and solutions. | Total Market value (£'000) **4,488** | Total Percentage of Portfolio **2.9** | | **Houlihan Lokey** Provision of investment banking services. It operates through the following segments: corporate finance, financial restructuring and financial and valuation advisory. | Total Market value (£'000) **1,028** | Total Percentage of Portfolio **0.6** | 26 Annual Report and Financial Statements 2025 Strategic Report Governance Financial Statements Company Information | Healthcare 20.1% (2024: 20.8%) | Total Market value (£'000) **31,180** | Total Percentage of Portfolio **20.1** | | --- | --- | --- | | **HealthEquity** Service platforms that allow consumers to make healthcare saving and spending decisions. | Total Market value (£'000) **5,199** | Total Percentage of Portfolio **3.3** | | **Encompass Health** In-patient rehabilitative healthcare services. | Total Market value (£'000) **3,990** | Total Percentage of Portfolio **2.6** | | **Bruker Corp.** Scientific instruments for molecular and materials research. | Total Market value (£'000) **3,342** | Total Percentage of Portfolio **2.1** | | **Establishment Labs Holdings** Devices for aesthetic and reconstructive plastic surgery. | Total Market value (£'000) **2,878** | Total Percentage of Portfolio **1.9** | | **Bio-Techne Corp.** Develops, manufactures and sells biotechnology products and clinical diagnostic controls. | Total Market value (£'000) **2,765** | Total Percentage of Portfolio **1.8** | | **Neurocrine Biosciences** Biopharmaceutical company that focuses on therapeutics for neuropsychiatric, neuroinflammatory and neurodegenerative diseases and disorders. | Total Market value (£'000) **2,585** | Total Percentage of Portfolio **1.7** | | **Blueprint Medicines** Biomedical treatments. | Total Market value (£'000) **2,114** | Total Percentage of Portfolio **1.4** | | **Insmed** Biopharmaceutical company. | Total Market value (£'000) **1,790** | Total Percentage of Portfolio **1.1** | | **SI-BONE** Implantable devices used in the surgical treatment of the sacropelvic anatomy. | Total Market value (£'000) **1,661** | Total Percentage of Portfolio **1.1** | | **Cytokinetics** Clinical-stage biopharmaceutical company. | Total Market value (£'000) **997** | Total Percentage of Portfolio **0.6** | for the year ended 30 June 2025 27 Brown Advisory US Smaller Companies plc ## List of Investments continued | Healthcare continued | | | | --- | --- | --- | | **OrthoPediatrics** Orthopaedic implants and instruments for paediatric orthopaedic surgeons. | Total Market value (£'000) **868** | Total Percentage of Portfolio **0.5** | | **LifeStance Health Group** Provides healthcare services. | Total Market value (£'000) **735** | Total Percentage of Portfolio **0.5** | | **Tandem Diabetes Care** Produces medical devices for people with insulin-dependent diabetes. | Total Market value (£'000) **621** | Total Percentage of Portfolio **0.4** | | **Vaxcyte** Manufactures pharmaceutical products. | Total Market value (£'000) **480** | Total Percentage of Portfolio **0.3** | | **Biohaven** Clinical-stage biopharmaceutical company for neurological and immunoscience diseases. | Total Market value (£'000) **456** | Total Percentage of Portfolio **0.3** | | **West Pharmaceutical Services** Specialises in the design and production of injectable pharmaceutical packaging and delivery systems. | Total Market value (£'000) **446** | Total Percentage of Portfolio **0.3** | | **Kestra Medical Technologies** Provides innovative, intuitive medical technologies to protect and support at-risk patients. | Total Market value (£'000) **253** | Total Percentage of Portfolio **0.2** | 28 Annual Report and Financial Statements 2025 Strategic Report Governance Financial Statements Company Information | Industrials 32.4% (2024: 27.3%) | Total Market value (£'000) **50,372** | Total Percentage of Portfolio **32.4** | | --- | --- | --- | | **Waste Connections** Waste management services company. | Total Market value (£'000) **6,144** | Total Percentage of Portfolio **4.0** | | **CCC Intelligent Solutions Holdings** Cloud-based software as a service ('SaaS') platform which connects trading partners, facilitates commerce and supports mission-critical, artificial intelligence enabled digital workflows. | Total Market value (£'000) **5,841** | Total Percentage of Portfolio **3.8** | | **Valmont Industries** Manufactures poles, towers and structures for lighting, communication and utility markets. | Total Market value (£'000) **3,858** | Total Percentage of Portfolio **2.5** | | **StandardAero** Manufactures aircraft parts and equipment. | Total Market value (£'000) **3,616** | Total Percentage of Portfolio **2.3** | | **Casella Waste Systems** Waste management services company. | Total Market value (£'000) **3,007** | Total Percentage of Portfolio **1.9** | | **Fluor Corp.** Provides oil and gas infrastructure construction services. | Total Market value (£'000) **2,945** | Total Percentage of Portfolio **1.9** | | **Applied Industrial Technologies** Distributes bearings and seals, power transmission and fluid power components, hydraulic and pneumatic components, industrial rubber products, linear components and general maintenance items. | Total Market value (£'000) **2,222** | Total Percentage of Portfolio **1.4** | | **Enpro** Designs, develops, manufactures and markets proprietary industrial engineering products. | Total Market value (£'000) **2,128** | Total Percentage of Portfolio **1.4** | | **MSA Safety** Manufacturer of safety products. | Total Market value (£'000) **2,083** | Total Percentage of Portfolio **1.3** | | **Zurn Elkay Water Solutions** Offers a range of advanced water system solutions. | Total Market value (£'000) **1,952** | Total Percentage of Portfolio **1.2** | for the year ended 30 June 2025 29 Brown Advisory US Smaller Companies plc ## List of Investments continued | Industrials continued | | | | --- | --- | --- | | **Rentokil Initial, ADR** Provides business support services. The firm's products and services protect people from pest-borne disease and the risks of poor hygiene. | Total Market value (£'000) **1,903** | Total Percentage of Portfolio **1.2** | | **Woodward** Control systems and components for aircraft engines. | Total Market value (£'000) **1,818** | Total Percentage of Portfolio **1.2** | | **OPENLANE** Provides wholesale vehicle auction services. | Total Market value (£'000) **1,634** | Total Percentage of Portfolio **1.1** | | **AAON** Designs, manufactures and markets commercial rooftop air-conditioning, heating and heat recovery equipment and air-conditioning coils. | Total Market value (£'000) **1,505** | Total Percentage of Portfolio **1.0** | | **SiteOne Landscape Supply** Wholesale distributor of landscape supplies. | Total Market value (£'000) **1,474** | Total Percentage of Portfolio **1.0** | | **BWX Technologies** Specialising in the manufacturing of nuclear components and related services. | Total Market value (£'000) **1,489** | Total Percentage of Portfolio **0.9** | | **SPX Technologies** A supplier of engineered products and technologies, holding positions in heating, ventilation and air conditioning (HVAC) and detection and measurement markets. | Total Market value (£'000) **1,375** | Total Percentage of Portfolio **0.9** | | **Kadant** A supplier of equipment used in the global papermaking and paper recycling industries. | Total Market value (£'000) **1,329** | Total Percentage of Portfolio **0.9** | | **Mueller Water Products** Manufacture and sale of products used in the transmission, distribution and measurement of water. | Total Market value (£'000) **1,327** | Total Percentage of Portfolio **0.8** | 30 Annual Report and Financial Statements 2025 Strategic Report Governance Financial Statements Company Information # **Industrials** continued # **IDEX** Engineered industrial products and technology. Total Market value (£'000) **1,268** Total Percentage of Portfolio **0.8** # **Simpson Manufacturing** Designs, engineers and manufactures structural solutions for wood, concrete and steel connections. Total Market value (£'000) **738** Total Percentage of Portfolio **0.5** # **Generac Holdings** Manufactures automatic, stationary standby and portable generators. Total Market value (£'000) **716** Total Percentage of Portfolio **0.4** # **Information Technology** 25.4% (2024: 20.8%) Total Market value (£'000) **39,456** Total Percentage of Portfolio **25.4** # **Dynatrace** Software intelligence platform based on artificial intelligence. Total Market value (£'000) **5,182** Total Percentage of Portfolio **3.3** # **Curtiss-Wright** A global integrated business that provides engineered products, solutions and services mainly to the aerospace and defence markets. Total Market value (£'000) **4,318** Total Percentage of Portfolio **2.8** # **Mirion Technologies A** Global provider of radiation safety, science and medicine solutions. Total Market value (£'000) **3,546** Total Percentage of Portfolio **2.3** # **Take-Two Interactive Software** Publisher, developer and distributor of video games. Total Market value (£'000) **2,865** Total Percentage of Portfolio **1.8** # **SiTime** A micro-electromechanical system based silicon timing solutions. Total Market value (£'000) **2,702** Total Percentage of Portfolio **1.7** # **Entegris** Materials management products and services to the microelectronics industry. Total Market value (£'000) **2,569** Total Percentage of Portfolio **1.7** for the year ended 30 June 2025 31 Brown Advisory US Smaller Companies plc ## List of Investments continued | Information Technology continued | | | | --- | --- | --- | | **Universal Display** Technology company focused on developing and licensing OLED (organic light-emitting diode) technologies and materials. | Total Market value (£'000) **2,206** | Total Percentage of Portfolio **1.4** | | **Phreesia** Healthcare software. | Total Market value (£'000) **2,141** | Total Percentage of Portfolio **1.4** | | **Littelfuse** Circuit protection products for the electronics, automotive and electrical industries. | Total Market value (£'000) **2,020** | Total Percentage of Portfolio **1.3** | | **Onestream** Provides software solutions. | Total Market value (£'000) **2,020** | Total Percentage of Portfolio **1.3** | | **Lattice Semiconductor** Developer of programmable logic devices. | Total Market value (£'000) **1,976** | Total Percentage of Portfolio **1.3** | | **Guidewire Software** Develops and publishes enterprise software for the property and casualty insurance industry. | Total Market value (£'000) **1,948** | Total Percentage of Portfolio **1.2** | | **Appfolio A** Offers a cloud-based property management software that allows apartment and residential property managers to market, manage and grow their business. | Total Market value (£'000) **1,542** | Total Percentage of Portfolio **1.0** | | **Power Integrations** Supplier of high-voltage Analog integrated circuits. | Total Market value (£'000) **1,338** | Total Percentage of Portfolio **0.9** | | **Clearwater Analytics** Distributes bearings and seals, power transmission and fluid power components, hydraulic and pneumatic components, industrial rubber products, linear components and general maintenance items. | Total Market value (£'000) **1,153** | Total Percentage of Portfolio **0.7** | 32 Annual Report and Financial Statements 2025 Strategic Report Governance Financial Statements Company Information # **Information Technology** continued # **PROS Holdings** Price optimisation, sales improvement, opportunity detection and revenue management software. Total Market value (£'000) **1,019** Total Percentage of Portfolio **0.7** # **Novanta** Supplier of core technology solutions for medical, life science and advanced industrial original equipment manufacturers (OEMs). Total Market value (£'000) **911** Total Percentage of Portfolio **0.6** # **Materials** 1.2% (2024: 3.5%) Total Market value (£'000) **1,814** Total Percentage of Portfolio **1.2** # **HB Fuller** Adhesives, sealants, coatings, paints and other specialty chemical products. Total Market value (£'000) **1,814** Total Percentage of Portfolio **1.2** # **Real Estate** 2.7% (2024: 2.0%) Total Market value (£'000) **4,150** Total Percentage of Portfolio **2.7** # **EastGroup Properties** Industrial properties, with a particular emphasis on Florida, Texas, Arizona and California. Total Market value (£'000) **2,056** Total Percentage of Portfolio **1.3** # **FirstService** Provides property management services for residential and commercial buildings. Total Market value (£'000) **1,069** Total Percentage of Portfolio **0.7** # **DigitalBridge Group** Infrastructure solutions focused on mobile and internet connectivity. Total Market value (£'000) **1,025** Total Percentage of Portfolio **0.7** # **Total Investments** Total Market value (£'000) **155,440** Total Percentage of Portfolio **100.0** The number of companies in the portfolio is 72 (2024: 78). for the year ended 30 June 2025 33 Brown Advisory US Smaller Companies plc ## Strategic Report The Directors present their & Customs as an investment Liquidity Funds Strategic Report for the trust subject to the Company During the Financial Year, the Company for the financial year continuing to meet the eligibility Company implemented a ended 30 June 2025. conditions of sections 1158 mechanism to sweep uninvested and 1159 of the Corporation cash balances into two selected The Strategic Report seeks to Tax Act 2010 (CTA 2010) and liquidity funds (BlackRock provide shareholders with the the ongoing requirements for Institutional Cash Series (ICS) relevant information to enable approved companies as detailed US Treasury Fund and Goldman them to assess the performance in Chapter 3 of Part 2 of the Sachs US$ Liquid Reserves of the Board during the period Investment Trust (Approved Fund). This change was made under review. Company) (Tax) Regulations to achieve higher returns on The Strategic Report contains 2011. In the opinion of the cash balances while maintaining a summary of the Company’s Directors, the Company has full liquidity, thereby enhancing business model, a statement of conducted its aairs in the the Company’s overall portfolio its objectives and investment appropriate manner to retain its performance and value for policy, a review of performance status as an investment trust. shareholders. The liquidity and position and a description investments generated an FX The Company is an investment of the principal and emerging loss during the year in sterling company within the meaning of risks it faces. Please refer to the terms, owing to the weakness section 833 of the Companies Chairman’s Statement and the in the US dollar, but generated Act 2006. Portfolio Manager’s Report for interest income in US dollars. | an analysis of the Company’s | The Company is not a close | | | --- | --- | --- | | position and performance | company within the meaning of | Gearing | | during the financial year and a | the provisions of the CTA 2010 | | The Company was not geared summary of its future prospects. and has no employees. during the year. The description of the principal The Company was incorporated A definition of gearing is and emerging risks which the in England & Wales on 15 January included in the glossary of Company faces are set out in 1993. terms including Alternative pages 37 to 40. Pages 34 to 43 There has been no significant Performance Measures on together with the sections of this change in the activities of the page 100. annual report incorporated by Company during the year to reference, consist of a Strategic Key Performance Indicators 30 June 2025 and the Directors Report that has been prepared anticipate that the Company At Board meetings, the in accordance with section 414A will continue to operate in the Directors consider a number of the Companies Act 2006 (the same manner during the current of performance indicators to Act). financial year. assess the extent to which Business and Status the Company is meeting its Investment Policy and During the year the Company objective. The key performance Objective carried on business as an indicators used to measure the The Company’s investment performance of the Company investment trust with its policy and objective is set out on over time are as follows: principal activity being portfolio page 4. investment. The Company has  Net Asset Value changes; been approved by HM Revenue 34 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Company Information Financial Statements |  The discount or premium of | of reducing discount volatility | 14.99% of its issued share | | --- | --- | --- | | share price to Net Asset Value; | and maintaining any discount | capital (excluding Treasury | | | such that it is not significantly | Shares) be renewed at the AGM. |  A comparison of the absolute wider than those of similar The new authority to repurchase and relative performance of investment trusts. It believes this will last until the conclusion of the Ordinary share price and to be in shareholders’ interests. the AGM of the Company in the Net Asset Value per share In determining whether to buy 2026 (unless renewed earlier). relative to the return on the back shares, the Board will Any repurchase made will be Company’s Benchmark Index consider, amongst other factors, at the discretion of the Board and of its peers; and at its discretion, the size of in light of prevailing market  Ordinary share price the Company, general market conditions and within guidelines movement; and conditions and sentiment, set from time to time by the  The Company’s ongoing the liquidity in the shares and Board, the Companies Act, charges ratio. discounts in the investment the FCA Listing Rules and the trust sector overall. Market Abuse Regulation. A history of the Net Asset Value, Ordinary share price and The Directors had powers Treasury Shares Benchmark Index are shown granted to them at the last In accordance with the on the monthly factsheets Annual General Meeting (AGM) Companies (Acquisition which can be viewed on the held on 10 November 2024 of Own Shares) (Treasury Portfolio Manager website to purchase Ordinary shares Shares) Regulations 2003 (the www.brownadvisory.com/basc and either cancel or hold them Regulations), which came into in Treasury as a method of force on 1 December 2003, any Information on performance controlling the discount to Net Ordinary shares repurchased, against Key Performance Asset Value and enhancing pursuant to the above authority, Indicators can also be found shareholder value. 328,372 may be held in Treasury. on page 34 and within the shares were repurchased during These Ordinary shares may Chairman’s Statement on the period to 30 June 2025 for subsequently be cancelled or pages 7 to 14. holding in Treasury. sold for cash. This gives the Discount to Net Asset Value Under the FCA Listing Rules, Company the ability to reissue the maximum price that may shares quickly and cost eectively The Directors regularly review be paid by the Company and provides the Company the level of the discount or on the repurchase of any with additional flexibility in the premium between the closing Ordinary shares is 105% of the management of its capital. price of the Company’s Ordinary average of the middle market shares and the Net Asset Value. At 30 June 2025 there were quotations for the Ordinary The Company will issue shares 6,689,626 Ordinary shares held shares for the five business days when there is sucient demand. in Treasury (2024: 6,361,254). immediately preceding the date Such issues are always at a price Conditional Tender Offer of repurchase. The minimum which is in excess of the NAV. No price will be the nominal value of On 11 February 2025, the shares were issued during the the Ordinary shares. The Board Company announced year under review. is proposing that its authority to the introduction of a The Board applies its policy of repurchase up to approximately performance-related tender buying back shares with the aim for the year ended 30 June 2025 35 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc # Strategic Report continued offer following an internal review. As a result of this review, the Board decided that should long-term performance not be satisfactory for shareholders there should be a mechanism for them to realise up to 100% of the issued share capital in the Company at close to the prevailing NAV of the Company. Accordingly, should the NAV performance of the Company not outperform the Company's benchmark (Sterling-adjusted Russell 2000 Total Return Index) for the period 1 July 2023 to 30 June 2028 (i.e. a total period of five years of which three now remain), the Board intends to offer shareholders a one-off opportunity to tender some or all their shares at close to the prevailing NAV, less costs. ## Management The Company has no employees and most of its day-to-day responsibilities are delegated to Brown Advisory LLC, which acts as the Company's Portfolio Manager, and FundRock Partners Limited which acts as the Company's Alternative Investment Fund Manager (AIFM) and Company Secretary. J.P. Morgan Europe Limited (JPMEL) acts as the Company's Depositary. The Company has also entered into an outsourcing arrangement with J.P. Morgan Chase Bank N.A. (JPMCB) as custodian and for the provision of accounting services. Further details of the Company's arrangement with Brown Advisory LLC and the AIFM can be found in Note 16 to the Financial Statements on page 97. ## Viability Statement In accordance with Provision 36 of the Code of Corporate Governance as issued by the Association of Investment Companies in February 2019 (the 'AIC Code'), the Board has assessed the prospects of the Company over a longer period than the twelve months required by the 'Going Concern' provision, by reviewing the next three years. The Board has considered the Company's business model, including its investment objective and investment policy, the principal and emerging risks and uncertainties that may affect the Company, as detailed on pages 37 to 40, the size threshold below which the Company would be considered uneconomic or unviable, and the Company's performance and attractiveness to investors in the current environment. The Board has noted that: - the Company holds a liquid portfolio invested predominantly in US listed equities; - the Company is not geared; - the Company has maintained a steady discount to NAV and has introduced a performance-based tender mechanism for the 5-year period to 30 June 2028 (see below); - the portfolio management fee is the most significant expense of the Company. It is now charged as a percentage of the Company's market capitalisation and so would reduce if the market capitalisation of the Company were to fall. The remaining expenses are modest in value and predictable in nature; - no significant increase to ongoing charges or operational expenses is anticipated; and - it is satisfied that Brown Advisory LLC and the Company's other key third-party suppliers maintain suitable processes and controls to ensure that they can continue to provide their services to the Company. The Board recognises that a continuation vote is scheduled for November 2026 but has no reason to believe that shareholders have a current intention to vote against the continuation of the Company. It also recognises that the Company has introduced a conditional tender offer should long-term performance not be satisfactory for shareholders. There is now a mechanism for shareholders to realise up to 100% of the issued share capital 36 Annual Report and Financial Statements 2025 Strategic Report Governance Company Information Financial Statements in the Company at close to the Principal and Emerging Risks During the year, geopolitical prevailing NAV of the Company and Uncertainties uncertainties caused mainly by should the NAV performance of continuing wars and conflicts The Board, through the Audit the Company not outperform around the world and the new and Risk Committee, carries the Company’s benchmark for administration in the US have out a regular review of the the period 1 July 2023 to 30 risk environment in which the remained a threat and have June 2028. Company operates, changes to increased market risk and The Board has also considered the environment and individual volatility. There are a number the market outlook, both for US risks. The Board also considers of other risks which, if realised, smaller company equities and emerging risks which might could have a material adverse for investment trusts, and has aect the Company. eect on the Company and its concluded that these remain financial condition, performance In addition to those principal an attractive opportunity for and prospects. The Board has risks and uncertainties, the investors. carried out a robust assessment Board considers that the of the Company’s principal and The Board has therefore development of artificial emerging risks, which include concluded that there is a intelligence (AI) presents those that would threaten reasonable expectation that potential risks to businesses in its business model, future the Company will be able to almost every sector. The extent continue in operation and meet performance, solvency, liquidity of the risk presented by AI is its liabilities as they fall due over or reputation. extremely hard to assess at this the next three years. The principal risks and point but the Board considers uncertainties facing the that it is an emerging risk and, Company at the current time, together with the Manager, will together with a description of monitor developments in this the mitigating actions the Board area. has taken, are set out in the table below. Risk Mitigating Action Investment performance: Monitoring of performance: the Portfolio Manager the appointment or continuing reports to the Board on a quarterly basis and the Board appointment of a portfolio and the Portfolio Manager discuss potential causes for over manager with inadequate or under-performance at every Board meeting. The Board resources, skills or expertise, or keeps under review (inter alia) the resources of the Portfolio which makes poor investment Manager and its adherence to investment guidelines. decisions could result in poor A detailed formal appraisal of the Portfolio Manager is investment performance, a loss carried out annually by the Board. The Board also keeps of value for shareholders and a under review the adequacy of risk controls. widening discount. for the year ended 30 June 2025 37 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Strategic Report continued Risk Mitigating Action Investment strategies: the Adherence to investment guidelines: the Board sets Company adopts inappropriate investment guidelines and restrictions which the Portfolio investment strategies in pursuit Manager follows, covering matters such as asset allocation, of its objective which could result diversification, gearing and currency exposure. These in decreased demand for the guidelines are reviewed regularly and reports on compliance Company’s shares, leading to a with them are reviewed at Board meetings. In order to ensure widening of the discount and poor adequate diversification, the Board has set absolute limits on investment performance. minimum holdings and maximum exposures in the portfolio at the time of investment, which are set out on page •. Investment objective: the Board review: the Board formally reviews the Company’s Company’s objective becomes objective and related strategies on an annual basis, or more unattractive to investors which regularly if appropriate. could result in a lack of demand for the Company’s shares. Share price trading at a Discount monitoring: the Board, through the Portfolio discount to NAV: a protracted Manager and AIFM, keeps the level of discount under discount to NAV could reduce the constant review. The Board is responsible for the Company’s attractiveness of the Company’s share buyback policy and is prepared to authorise the use of shares. share buybacks to provide liquidity to the market and to try to limit any widening of the discount, to the extent that it is wider than those of similar investment trusts. Shareholder communication: Proactive engagement: the Board is cognisant of the insucient or inappropriate importance of regular communication with shareholders. marketing of the Company’s The Chairman oers meetings with the Company’s largest shares, and liaison between the shareholders, and the Board meets with shareholders at Company and shareholders is the Annual General Meeting. Additionally, a shareholder weak. presentation with questions and answers is available at the AGM. The Board reviews shareholder correspondence and investor relations reports and also receives feedback from the Company’s broker. 38 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Company Information Financial Statements Risk Mitigating Action Financial/market: insucient Management controls: the Portfolio Manager has a range oversight or controls over financial of procedures and controls relating to the Company’s risks, including foreign currency financial instruments and maintains a closed ‘approved risk, market price risk, interest broker’ list. rate risk, liquidity risk, credit and Board review: as stated above, the Board sets investment counterparty risk, and insucient guidelines and restrictions which are reviewed regularly, and revenue forecasting and the Portfolio Manager reports on compliance with them at monitoring, could result in losses Board meetings. to the Company. Revenue forecasting and monitoring: the AIFM presents detailed forecasts of income and expenditure covering both the current and subsequent financial years at all Board meetings. Further details of the Company’s financial instruments and associated risk management are included in Note 13 to the Financial Statements. Regulatory compliance: failure Board awareness: the Directors have an awareness of to comply with relevant regulations the more important regulations and are provided with (including the Companies Act, the information on changes both through its six-monthly Financial Services and Markets teach-ins with its legal counsel and by the Association of Act, the Alternative Investment Investment Companies. In terms of day-to-day compliance Fund Managers Directive, with regulations, the Board is reliant on the knowledge and accounting standards, investment expertise of the AIFM and Company Secretary. However, trust regulations, the FCA Listing where necessary, the Board engages the services of external Rules, Disclosure Guidance advisers. and Transparency Rules and Management controls: the Company Secretary and Prospectus Rules) could result in accounting teams use checklists to aid compliance and fines, loss of reputation, reduced these are supported by the AIFM’s compliance monitoring demand for the Company’s shares programme and risk-based internal audit investigations. and potentially the loss of an advantageous tax regime. for the year ended 30 June 2025 39 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 ## Strategic Report continued Brown Advisory US Smaller Companies plc ## Strategic Report continued Risk Mitigating Action Operational: the Company is Agreements: written agreements are in place defining the reliant on services provided by roles and responsibilities of all third-party service providers. third parties (in particular those Internal control systems of the AIFM and Portfolio of the Portfolio Manager, AIFM, Manager: the Board receives reports on the operation and custodian and depositary) and ecacy of IT and control systems, including those relating to any control gaps and failures in internal audit and compliance functions. their operations could expose the Company to loss or damage. Safekeeping of assets: the depositary is ultimately responsible for the safekeeping of the Company’s assets and holds cash and securities in segregated accounts with J.P. Morgan Chase Bank N.A. The depositary reconciles these accounts daily against the records of the Portfolio Manager. Monitoring of other third-party service providers: the AIFM closely monitors the control environments and quality of services provided by third parties, including those of the depositary. This is conducted through service level agreements, regular meetings and key performance indicators. The Directors review reports on the AIFM’s monitoring of third-party service providers on a periodic basis. There are coded limits within the Portfolio Manager’s dealing systems. A detailed formal appraisal of the AIFM, Portfolio Manager and other key third party providers is carried out annually by the Board. Cyber security: Malicious or Internal control systems of the AIFM and Portfolio unauthorised attempts may be Manager: the Portfolio Manager, J.P. Morgan and the made to access the IT systems and Company’s AIFM use cyber security tools. data used by the Portfolio Manager, Monitoring of other third-party service providers: AIFM, Administrator, Custodian, the Company’s AIFM conducts ongoing reviews of service Registrar and other service providers include assessment of cyber risk and security. providers resulting in financial loss and/or a negative impact on the Company’s reputation. Liquidity: the Company’s shares Internal control systems of the AIFM and Portfolio become insuciently liquid which Manager: liquidity and trading volumes are monitored on could result in a lack of demand for a daily basis by the Portfolio Manager and the company’s the Company’s shares. Broker. The AIFM carries out regular liquidity stress testing. Geopolitical: the impact of Board and Portfolio Manager awareness: geopolitical geopolitical events (including the events over which the Company has no control are always a new administration in the US, risk. The Board and Portfolio Manager regularly horizon scan climate change, wars or pandemic) and consider what they can do to address these risks. could result in losses to the Company. 40 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Financial Statements Company Information ## **Employees, Environmental, Social and Human Rights Issues** The Company has no employees and therefore no disclosures need to be made in respect of employees. The Board has delegated the day-to-day management and administration functions to the Portfolio Manager, the AIFM, JPMEL, JPMCB and other third-party service providers. ### **Modern Slavery Act** The Modern Slavery Act 2015 requires certain companies to prepare a slavery and human trafficking statement. As the Company has no employees and does not supply goods and services, no statement is required. ### **Global Greenhouse Gas Emissions** The Company has no greenhouse gas emissions to report from its operations as its day-to-day management and administration functions have been outsourced to third parties and it neither owns physical assets or property nor has employees of its own. It therefore does not have responsibility for any emissions-producing sources under the Companies Act 2006 (Strategic Report on Directors' Reports) Regulations 2013. Under FCA Listing Rule 15.4.29 (R) the Company, as a closed ended investment company, is exempt from complying with the Task Force on climate-related Financial Disclosures. ### **Section 172 Statement** Under Section 172 (s172) of the Companies Act 2006, the Directors have a duty to act in good faith and to promote the success of the Company for the benefit of its shareholders as a whole. This includes taking into consideration the likely consequences of their decisions in the long term and in respect of the Company's stakeholders such as its shareholders, employees, if any, and suppliers, while acting fairly as between shareholders. The Directors must also consider the impact of the Company's decisions on the environment, the community and its reputation for maintaining high standards of business conduct. The Company ensures that the Directors are able to discharge this duty by providing them with relevant information and training on their duties. The Company also ensures that information pertaining to its stakeholders is provided, as required, to the Directors as part of the information presented in regular Board meetings in order that stakeholder considerations can be factored into the Board's decision-making. The Directors' responsibilities are also set out in the schedule of matters reserved for the Board and the terms of reference of its Audit and Risk Committee, both of which are reviewed regularly by the Board. At all times the Directors can access, either collectively or individually, advice from its professional advisers including the Company Secretary and independent external advisers. The Company's investment objective, to achieve long-term capital growth by investing in a diversified portfolio primarily of quoted US smaller and medium-sized companies, supports the Directors' statutory obligations to consider the long-term consequences of the Company's decisions. The Company is aware of its own potential impact on the environment and has practical policies in place to reduce that impact. Examples include the use and sharing of electronic Board materials and the provision of electronic copies of the annual report and financial statements to shareholders and via the Company's website. Where physical copies of the annual and half yearly financial reports are made, materials and processes are used which are designed to both minimise the environmental impact and to maximise the recycling potential as described in more detail on the inside back cover of this document. for the year ended 30 June 2025 41 Brown Advisory US Smaller Companies plc ## Strategic Report continued Engagement with Suppliers, Company website. All views of Consumer Duty regulation was Customers and Others the shareholders will be taken introduced, which seeks to and the Effect on Principal into consideration and action improve the quality of products Decisions taken where appropriate. and services to retail investors. Whilst the Company is not The Shareholders – The Online Information – The directly within the scope of shareholders of the Company Company’s website contains the regulation, the Portfolio are both institutional and the annual and half yearly Manager is through its roles retail and details of those with financial report along with as AIFM and distributor. The substantial shareholdings are monthly factsheets and Board has routinely liaised with provided on page 49. commentaries from the the Portfolio Manager during Portfolio Manager. The daily The Board believes that the year on its preparedness NAV per share, monthly top shareholders have a vital role and developments with regards ten portfolio listings and other in encouraging a higher level to consumer outcomes that regulatory announcements of corporate performance and cover products and services, can be found on the regulatory is committed to listening to price and value, consumer news service of the London the views of its shareholders understanding, and consumer Stock Exchange. and giving useful and timely support, and will continue to do information. The Board Shareholder so into the future. provides open and accessible Communications channels of communication Engagement with the AIFM Shareholders can raise issues including those listed below. and the Portfolio Manager or concerns at any time by Brown Advisory LLC acts as the The AGM – The Company writing to the Chairman or the Company’s Portfolio Manager encourages participation from Senior Independent Director at and FundRock Partners Limited shareholders at its AGMs, the Registered Oce. has been appointed as the where they can communicate Further details about how Company’s AIFM. directly with the Directors the Board incorporates the and Portfolio Manager. The The portfolio management views of the Company’s upcoming AGM will include function is critical to the long- shareholders can be found a short presentation by the term success of the Company. in the UK Stewardship Code Portfolio Manager on the The Board and the Portfolio and the Exercise of Voting performance of the Company Manager maintain an open Powers section on page 52. over the past year, as well as and constructive relationship, Further information about an outlook for the future. The with meetings taking place a how the Board ensures that Board and Portfolio Manager minimum of four times per each Director develops an welcome questions which annum, with monthly updates understanding of the views of shareholders may submit to and additional meetings as the Company’s shareholders InvestmentTrustEnquiries@ required. can be found in the section brownadvisory.com Subject entitled Shareholder Relations to confidentiality, the Board on page 54 of this report. will respond to any questions submitted either directly or by During the prior year the publishing our response on the Financial Conduct Authority’s 42 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Financial Statements Company Information ## New Management Fee Arrangements The Board agreed a revised management fee scale from 1 January 2025. Further information is set out in the Chairman's Statement on page 7. The 'Management' section **on page 36** in this report details the Board's consideration of the Portfolio Manager's performance, its terms of appointment and the Board's annual assessment of the Portfolio Manager's continued stewardship of the portfolio and its oversight of the administrative functions. The Audit and Risk Committee meets at least twice a year and as part of its role considers the reports on the internal control objectives and procedures of the Portfolio Manager, the AIFM, and other third party service providers together with independent, external reviews where appropriate. The AIFM also supplies company secretarial services to the Company. The AIFM oversees the activities of the Company's other third-party suppliers on behalf of the Company and maintains open and collaborative relationships to maintain quality, efficiency and cost control through regular communication with operational teams. The Board regularly reviews reports from the Portfolio Manager, the AIFM and Company Secretary, the Depositary, the Company's broker, the investor relations research provider and its independent Auditor. These provide vital information concerning changes in market practice or regulation which affect the Company and assist the Board in its decision-making process. Representatives from these providers attend Company Board meetings and give presentations on a regular basis enabling in depth discussions concerning their findings and performance. ## Engagement with other Third-party Service Providers As an externally managed investment company with no employees or physical assets, the principal stakeholders of the Company are its shareholders, Portfolio Manager, AIFM, depositary, custodian, administrator and registrar. The continuance, or otherwise, of engagement of key third-party service providers are principal decisions taken by the Board every year. ## In Summary The governance structure and decision-making process are underpinned by the duties of the Directors under s172 on all matters. The Board firmly believes that the sustainable long-term success of the Company is dependent upon taking account of the interests of all its key stakeholders. For and on behalf of the Board ## Stephen White Chairman 29 September 2025 for the year ended 30 June 2025 43 Brown Advisory US Smaller Companies plc 44 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 22 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Company InformationFinancial Statements Strategic Report Governance Company InformationFinancial Statements ## Governance report for the year ended 30 June 2025 45 for the year ended 30 June 2025 45 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc # Directors ![img-7.jpeg](img-7.jpeg) Stephen White† Chairman of the Board ![img-8.jpeg](img-8.jpeg) Ruth Beechey† Appointed to the Board in October 2020 and subsequently appointed as Chairman of the Board in October 2021, Mr White is a non-executive director and chairman of the audit committee of BlackRock Frontiers Investment Trust plc and a non-executive director of Polar Capital Technology Trust plc. He qualified as a Chartered Accountant at PwC before starting a career in investment management. He has more than 35 years' investment experience, most notably as head of European equities at F&C Asset Management, where he was manager of F&C Eurotrust plc and deputy manager of the F&C Investment Trust plc, and as head of European and US equities at British Steel Pension Fund. Appointed to the Board in July 2024, Ms Beechey has extensive experience as a lawyer in the fund management industry, including as Associate Counsel at Deutsche Asset Management, Head of Legal at UBS Asset Management UK, and Chief of Staff at UBS Asset Management UK. Ms Beechey is also a non-executive director at Legal and General Assurance (Pensions Management Ltd). † Member of the Audit and Risk Committee 46 Annual Report and Financial Statements 2025 Strategic Report Governance Company InformationFinancial Statements † † Jasper Judd Jane Routledge Chairman of the Audit and Risk Senior Independent Director Committee | Appointed to the Board in | Appointed to the Board in April | | --- | --- | | October 2022, Mr Judd is a | 2023, Ms Routledge is a non- | | chartered accountant and a | executive director of M&G Credit | | non-executive director and | Income Investment Trust plc | | chairman of the audit and | (MGCI) and abrdn Asian Income | | risk committee of Schroder | Fund Limited. Previously, Ms | | Asian Total Return Investment | Routledge had a long career in | | Company plc. He had a long | the investment management | | executive career in finance and | sector and has held a number | | strategy and, subsequently, held | of senior marketing positions | | audit chair roles at JPMorgan | including at Schroders, Invesco, | | Indian Investment Trust PLC | Hermes and Seven Investment | | and Dunedin Income Growth | Management. | Investment Trust PLC. † † Member of the Audit and Risk Committee † † Member of the Audit and Risk Committee for the year ended 30 June 2025 47 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Report of the Directors | The Directors present the | Directors to address any | 6,689,626 were held in Treasury. | | --- | --- | --- | | Annual Report and Financial | concerns or issues they feel | As a result, the voting shares on | | Statements of the Company | have not been adequately | 30 June 2025 totalled 11,533,787. | | for the year ended 30 June | dealt with through the usual | All Ordinary shares rank equally | | 2025. | channels of communication | for dividends and distributions | | | (through the Chairman). | and carry one vote each. There | Directors are no restrictions concerning Directors’ Remuneration and The Directors of the Company the transfer of securities in the Interests | and their biographies can be | | Company, no special rights | | --- | --- | --- | | found on pages 46 and 47. | The Directors’ Remuneration | with regard to control attached | | | Report and Policy | to securities, no agreements | Mr White, Ms Beechey, Mr Judd, on pages 64 to 67 known to the Company between and Ms Routledge held oce provides information on holders of securities regarding throughout the year under the remuneration and their transfer and no agreement review. Mr Judd is Chairman of shareholdings of the Directors. to which the Company is party the Audit and Risk Committee. that aects its control following a Ms Routledge serves as the Results and Dividends takeover bid. Senior Independent Director The Company’s Net Asset Value (“SID”). Details of the capital structure per Ordinary share and the can be found in Note 14 to The SID serves as a sounding Ordinary share price decreased the Financial Statements on board for the Chairman and acts by 3.7% and 1.0% respectively page 96. | as an intermediary for other | in the year ended 30 June 2025, | | --- | --- | | directors and shareholders. The | compared to a decrease of 0.7% | | SID is responsible for: | in the sterling adjusted Russell | Upon a winding-up, after 2000 Total Return Index. meeting the liabilities of the  leading the annual Company, the surplus assets assessment of the Results and reserve would be distributed to performance of the movements for the year are shareholders pro rata to their Chairman; set out in the Statement of holdings of Ordinary shares. Comprehensive Income on  holding meetings with the page 80 and the Notes to other Directors without the Notifiable Interests in the the Financial Statements on Chairman being present, Company’s Voting Rights pages 85 to 97. when required; In accordance with the The Net Assets of the Company at Disclosure and Transparency  carrying out succession 30 June 2025 were £163.4 million Rules as issued by the Financial planning for the Chairman’s (2024: £174.5 million). No Conduct Authority (FCA), the role; distributable revenue is available Company is required to be  working with the Chairman, for payment of dividends. notified of any new or changes to other Directors and previously disclosed substantial shareholders to resolve major Capital Structure interests in its Ordinary shares. issues; and As at 30 June 2025 the  being available to Company’s issued share capital shareholders and other consisted of 18,223,413 Ordinary shares of 25p each, of which 48 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Company InformationFinancial Statements Substantial shareholders At 30 June 2025, the following shareholders had declared a notifiable interest in the Company’s voting rights: Ordinary % of total shares voting Date of Shareholder held rights* notification Saba Capital Management, L.P. 1,155,078 10.01 25 June 2025 Rathbones Investment Management Limited 728,149 6.09 22 September 2023 RBC Brewin Dolphin Limited 757,661 6.34 29 November 2023 Jeeries Financial Group Inc. 593,474 5.00 8 October 2024 1607 Capital Partners, LLC 594,885 4.98 5 January 2024 * Based on number of voting rights as at the date of notification. | Since the year end, Saba | Company to purchase up to | potential conflicts of interest | | --- | --- | --- | | Capital Management, L.P. | 14.99 per cent of the issued | with the Company. The register | | notified the Company on | Ordinary shares (excluding | of potential conflicts of interests | | 4 September 2025 that it now | Treasury shares). | is kept at the registered oce | | holds 1,395,235 shares which | | of the Company. It is reviewed | Purchases would be made at represents 12.16% of the total regularly by the Board and all the discretion of the Board and voting rights, and Jeeries Directors advise the Company within guidelines as set from Financial Group Inc. notified Secretary as soon as they time to time. Under the FCA the Company on 15 September become aware of any potential Listing Rules and the buyback 2025 that it now holds 608,951 conflicts of interest. Directors and stabilisation regulation, shares which represents 5.31 who have potential conflicts of the maximum price for such of the total voting rights. As interest do not participate in any buybacks cannot exceed the at 25 September 2025, the discussions which relate to any higher of (i) 105 per cent of the latest practicable date prior to of their potential conflicts. average middle market price publication of this document, for the five days immediately Directors’ and Officers’ no further changes to the above preceding the date of Liability Insurance and interests had been notified. repurchase; and (ii) the higher of Indemnification the price of the last independent Repurchase of Shares During the year under review trade and the highest current the Company purchased and Authority to Repurchase Shares independent bid. maintained liability insurance At the AGM held on 4 November for its Directors and Ocers as Conflicts of Interest 2024 shareholders renewed permitted by Section 233 of the the authority to buy back the Each Director has a statutory Companies Act 2006. Company’s Ordinary shares duty to avoid a situation where for cancellation or holding in they have or may have a direct Directors’ Indemnification Treasury. The Board is seeking or indirect interest which The Company has indemnified to renew the Company’s conflicts or might conflict with its Directors in respect of their buyback powers at the the interests of the Company, duties as Directors and Ocers forthcoming AGM. It is believed unless the relevant conflict of the Company, against certain that these provisions provide a or potential conflict has been civil claims brought by third valuable tool in the management authorised by the Board in parties and associated legal of the Company’s share value accordance with the Company’s costs to the extent that they are against Net Asset Value. The Articles of Association. The permitted by the Companies Act current authority allows the Directors have declared all 2006. for the year ended 30 June 2025 49 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc # Report of the Directors continued ## AIFMD Disclosures Brown Advisory LLC is appointed as the Company's Portfolio Manager and FundRock Partners Limited is appointed as the Company's AIFM. A summary of the terms of the appointment including the notice of termination period and annual fee is set out in Note 16 to the Financial Statements on page 97. The Directors believe that it is in the best interests of all shareholders for the Company to continue the appointment of the AIFM and the Portfolio Manager on the existing terms of appointment having reviewed the services provided by the AIFM and the Portfolio Manager during the year. ## Remuneration of the AIFM Under the Alternative Investment Fund Managers Directive (AIFMD), FundRock Partners Limited acting as the AIFM of the Company is required to disclose the aggregate amount of remuneration broken down by senior management and members of staff of the AIFM whose actions have a material impact on the risk profile of the Company. FundRock Partners Limited has established an AIFM remuneration policy designed to ensure that the AIFM Remuneration Code in the UK Financial Authority Handbook is met proportionately for all AIFM Remuneration Code staff. Further details of the FundRock Partners Limited remuneration policy can be found at https://www.fundrock.com/policies-and-compliance/remuneration-policy-uk/ In its role as an AIFM, FundRock Partners Limited deems itself as lower risk due to the nature of the activities it conducts. Therefore, FundRock Partners Limited has provided a basic overview of how staff whose actions have a material impact on the Company are remunerated. Due to the size and structure of FundRock Partners Limited, it is determined that employees of the AIFM who have a material impact on the risk profile of the Company include the Board and Head of Compliance. The Portfolio Manager is subject to regulatory requirements on remuneration that FundRock Partners Limited deem to be equally as effective as those detailed in the AIFMD, which would include the Capital Requirements Directive or Markets in Financial Instruments Directive. | | Number of beneficiaries^{1} | Total remuneration paid^{2} £ | Fixed remuneration (everything else that is not discretionary) £ | Variable remuneration paid (discretionary) £ | Carried interest paid by the Company | | --- | --- | --- | --- | --- | --- | | Total remuneration paid by FundRock Partners Limited during the financial year | 26 | 1,723,503 | 1,524,252 | 199,252 | 0 | | Remuneration paid to employees of the AIFM who have a material impact on the risk profile of the Company | 6 | 683,782 | 606,664 | 77,117 | 0 | $^{1}$ Number of beneficiaries represents employees of the AIFM who are fully or partially involved in the activities of the Company as at 30 June 2025. $^{2}$ Total remuneration paid represents total compensation of those employees of the AIFM who are fully or partially involved in the activities of the Company, based on their time in the role during the reporting period. Due to the AIFM's operational structure, the information needed to provide a further breakdown of remuneration attributable to the Company is not readily available and would not be relevant or reliable. 50 Annual Report and Financial Statements 2025 Strategic Report Governance Financial Statements Company Information ## Leverage The Company is required to state its maximum and actual leverage levels, calculated as prescribed by the AIFMD, as at 30 June 2025, which gives the following figures: | | Maximum limit (%) | Gross exposure average leverage employed during the year (%) | Commitment exposure average leverage employed during the year (%) | | --- | --- | --- | --- | | 30 June 2024 | 210 | 99.9 | 100.3 | | 30 June 2025 | 210 | 97.6 | 99.6 | For the purposes of the Alternative Investment Fund Managers Directive (the AIFMD), leverage is any method which increases the Company's exposure, including the borrowing of cash and the use of derivatives. It is expressed as a ratio between the Company's exposure and its net asset value and is calculated on a gross and a commitment method, in accordance with the AIFMD regulations. Under the gross method, exposure represents the sum of the Company's positions without taking into account any hedging and netting arrangements. Under the commitment method, exposure is calculated after certain hedging and netting positions are offset against each other. ## Going Concern The Financial Statements have been prepared on a going concern basis. The Directors consider that this is the appropriate basis as they have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. In considering this, the Directors took into account the Company's investment objective, risk management policies and capital management policies, the diversified portfolio of readily realisable securities which can be used to meet short-term funding commitments and the ability of the Company to meet all of its liabilities and ongoing expenses. In determining the appropriateness of the going concern basis, the Directors gave particular focus to the operational resilience and ongoing viability of the Portfolio Manager, the AIFM and other key third-party suppliers. ## Bribery Prevention Policy The provision of bribes of any nature to third parties in order to gain a commercial advantage is prohibited and is a criminal offence. The Board takes very seriously its responsibility to prevent, through Brown Advisory LLC and the AIFM on its behalf, any bribery. To aid the prevention of bribery, Brown Advisory LLC and the AIFM have adopted a Bribery Prevention Policy. ## Risk Management and Internal Controls In accordance with the AIC Code, the Board is responsible for monitoring the Company's risk management and internal control systems and reviewing their effectiveness, at least annually, and to report on its review in the Company's Annual Report. Internal control systems are designed to meet the particular requirements of the Company and to manage rather than eliminate the risks of failure to achieve its objectives. The systems by their very nature can provide reasonable but not absolute assurance against material misstatement or loss. The Board, through the Audit and Risk Committee, has reviewed the effectiveness of the Company's internal control systems including the financial, operational and compliance controls and risk management. These systems have been in place for the period under review and to the date of signing the financial statements. The Company receives services from the Portfolio Manager and the AIFM relating to the management of the Company, and from JPMEL for for the year ended 30 June 2025 51 Brown Advisory US Smaller Companies plc ## Report of the Directors continued depositary services and JPMCB UK Stewardship Code and the discretion of the Portfolio for custodian services and the Exercise of Voting Powers Manager. Contentious issues are accounting services in respect identified and, where necessary The Portfolio Manager is of the Company. Documented (and where timescales permit), responsible for voting the shares contractual arrangements are discussed with research it holds on the Company’s are in place with these service analysts and portfolio managers, behalf. The Portfolio Manager’s providers which define the and companies. The Portfolio Proxy Voting Policy can be found areas where the Company has Manager ensures that resolutions at https://www.brownadvisory. delegated authority to them. are voted in accordance with com/intl/sustainable-investing The Audit and Risk Committee this practice and timely voting The Board and the Portfolio has considered the reports on decisions are made. Manager believe that the internal control objectives Shareholder proposals at shareholders play an important and procedures of the Portfolio annual general meetings role in promoting eective Manager, the AIFM, JPMEL may encourage companies corporate governance and and JPMCB, together with the to address specific business therefore seek to engage opinion of the service auditors practices or risk considerations. constructively with companies for these reports, which detail In such instances the Portfolio on governance practices. the measures and the testing of Manager’s research analysts The Portfolio Manager aims the measures which are in place will discuss their views with the to act in the best interests to ensure the proper recording, wider investment team and of all its stakeholders by valuation, physical security and the company if appropriate. engaging with companies in protection from theft of the The Portfolio Manager will then which the Company invests, Company’s investments and vote for what it considers to and by exercising its voting assets and the controls which be in the best interests of the rights with care. Not only is have been established to ensure shareholders of the Company. this commensurate with good compliance with all regulatory, market practice, but it also goes statutory and fiscal obligations Common Reporting hand in hand with ensuring of the Company. Standards the responsible investment of The Regulations for Automatic The Directors have also had its clients’ funds. Research is Exchange of Financial Account regard to the procedures for also undertaken to assess how Information (the Common safeguarding the integrity of the companies plan to manage Reporting Standard, CRS) computer systems operated material business risks and issued by OECD have been by the Portfolio Manager, the opportunities that could aect enacted in the UK through The AIFM, JPMEL and JPMCB and their long-term performance, International Tax Compliance the key business continuity which may include those related Regulations 2015. plans. The Board reviews the to natural and human capital. procedures described above for These Regulations require all To support the assessment the management of risk on an financial institutions (including of governance practices and annual basis. investment trust companies) other relevant considerations, to share with HMRC certain the Portfolio Manager uses information about overseas research from external providers shareholders under the UK but voting decisions are at FATCA regulations. 52 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Company InformationFinancial Statements Accordingly, the Company is are published on a daily basis Statement in Respect of the required to provide information and monthly factsheets are Annual Report and Financial to HMRC on the tax residencies published on the Company Statements of a number of non-UK based website www.brownadvisory. Having taken all available certificated shareholders com/basc information into consideration, and corporate entities on an the Board has concluded that The Board has developed the annual basis. HMRC in turn the Annual Report and Financial following procedure for ensuring exchanges this information with Statements for the year ended that each Director develops an tax authorities in the country in 30 June 2025, taken as a understanding of the views of which the shareholder may be whole, are fair, balanced and shareholders. Regular contact resident for taxation purposes. understandable and provide with major shareholders is HMRC has advised that the the information necessary undertaken by the Company’s Company will not be required for shareholders to assess corporate brokers and the to provide such information the Company’s position and investor relations team of the on uncertified holdings held performance, business model Portfolio Manager. Any issues through CREST. The Company and strategy. raised by major shareholders are has engaged Computershare then reported to the Board. The The Board’s conclusions in to provide such information on Board also receives details of all this respect are set out in certificated holdings to HMRC material correspondence with the Statement of Directors’ on an ongoing basis. shareholders and the Chairman Responsibilities on page 68. and individual Directors are Shareholder Relations willing to meet shareholders to There were no instances where All shareholders have the discuss any particular items the Company was required to opportunity to attend and of concern regarding the make disclosures in respect of vote at the AGM, during which performance of the Company. FCA Listing Rule 9.8.4 during the the Directors and Portfolio The Chairman, Directors and financial period under review. Manager will be available to representatives of the Portfolio answer questions regarding the The Directors are not aware of Manager are also available to Company. The Notice of Meeting any relevant audit information answer any questions which sets out the business of the AGM of which the Company’s Auditor may be raised by shareholders. and any item not of an entirely is unaware. The Directors also routine nature is explained in the confirm that they have taken all Engagement with Report of the Directors or notes the steps required of a director Stakeholders accompanying the Notice. to make themselves aware of More information about any relevant audit information Separate resolutions are how the Board fosters and to establish that the proposed for each substantive the relationships with its Company’s Auditor is aware of issue. Information about shareholders and other that information. proxy votes is available to stakeholders, and how the shareholders attending the AGM Significant Votes Against At Board considers the impact and published thereafter on the The 2024 Annual General that any material decision will Company website. Meeting have on relevant stakeholders, can be found in the Section There were no votes against The Company reports to 172 statement in the Strategic representing 20% or more shareholders twice a year by Report on page 41. of votes cast on any of the way of the half yearly financial | report and Annual Report | resolutions put forward for | | --- | --- | | and Financial Statements. In | shareholder approval at the | | addition, Net Asset Values | 2024 Annual General Meeting. | for the year ended 30 June 2025 53 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Report of the Directors continued Annual General Meeting the Company to issue shares for to the authority conferred by cash. this Resolution will dilute the This year’s AGM will be held voting power of shareholdings of on Monday, 10 November Resolution 10: Disapplication existing shareholders, but will not 2025 at 2:00 p.m. at the of Pre‑emption rights (special have a dilutive impact on NAV. oces of Brown Advisory LLC, resolution) 18 Hanover Square, London The Directors may only allot Resolution 11: Authority to buy W1S 1JY. back shares (special resolution) Ordinary shares for cash | Please refer to the Notes | (other than by way of an oer | The Company is seeking | | --- | --- | --- | | for the AGM on pages | to all existing shareholders pro | shareholder approval to | | 104 to 106 for full details | rata to their shareholdings) if | repurchase up to 14.99% of | | on how to vote and to the | they are authorised to do so | the shares in issue (excluding | | Chairman’s Statement on | by shareholders at a general | Treasury shares) at a price that | | page 7 for guidance on how to | meeting. The Companies Act | is not less than the nominal | | communicate any questions | 2006 requires that, unless | value of each share. The | | that you would like to be | shareholders have given specific | authority being sought will last | | raised at the meeting. | authority for the waiver of their | until the date of the next AGM. | statutory pre-emption rights, the In addition to the ordinary The decision as to whether or new Ordinary shares must be business to be conducted not to repurchase any shares will oered first to existing Ordinary at the meeting, the following be at the discretion of the Board shareholders in proportion to resolutions in respect of special and any shares repurchased their existing shareholdings. business will be proposed. under the authority will be In certain circumstances, it cancelled or held in Treasury. Resolution 9: Authority to allot may be in the best interests The Company will only fund shares (ordinary resolution) of the Company to allot new any purchases by utilising Ordinary shares (or to grant Resolution 9 seeks authority existing cash resources or out of rights over shares) for cash for the Directors to allot distributable profits as defined without first oering them to Ordinary shares up to an by the Companies Act 2006. existing Ordinary shareholders aggregate nominal amount of Any purchase of shares by in proportion to their holdings. approximately £287,055. This the Company will be made in authority represents 10% of the Accordingly, the Directors are accordance with the Articles Company’s issued share capital seeking authority to issue up of Association and the FCA (excluding Treasury shares) as to 10% of the issued Ordinary Listing Rules in force at the time. at the date of this document. shares on this basis. No purchase of shares will be This authority will expire at the The authority will expire at the made at a price in excess of the conclusion of the Company’s conclusion of the upcoming estimated NAV. upcoming AGM in 2026 (unless AGM of the Company in 2026 renewed earlier) and it is the (unless renewed earlier) and it intention of the Directors to seek is the intention of the Directors renewal of this authority at that to seek renewal of this authority AGM. The Board will only use at that AGM. Any allotment of this authority where it believes new Ordinary shares pursuant that it is in the best interests of 54 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Company InformationFinancial Statements The Board, left to right: [Stephen White, Jane Routledge, Jasper Judd, and Ruth Beechey]. | Resolution 12: Notice of General | be proposed. The Company | Resolutions 1 to 12, as set out | | --- | --- | --- | | Meetings (special resolution) | will also need to meet the | in the Notice of Annual General | | | requirements for electronic | Meeting. | Resolution 12 is required to voting under the Directive before reflect the Shareholders’ Rights By order of the Board it can call a General Meeting Directive (the ‘Directive’). FundRock Partners Limited on 14 clear days’ notice. This The Directive has increased Company Secretary shorter notice period will only the notice period for General 29 September 2025 be used where, in the opinion of Meetings of the Company to 21 the Directors, it is merited by the days. If Resolution 12 is passed purpose of the meeting. the Company will be able to call all General Meetings (other than Recommendation Annual General Meetings) on The Board considers that the 14 clear days’ notice. In order to passing of the resolutions be able to do so shareholders being put to the Company’s must have approved the calling AGM would be in the best of meetings on 14 clear days’ interests of the Company and notice. The approval will be its shareholders as a whole. It eective until the Company’s therefore recommends that next AGM, when it is intended shareholders vote in favour of that a similar resolution will for the year ended 30 June 2025 55 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc # Corporate Governance ## Corporate Governance Compliance Statement This statement, together with the Statement of Directors' Responsibilities **on page 68** and the statement of Risk Management and Internal Controls **on pages 51 and 52**, indicates how the Company has complied with the recommendations of the AIC Code as issued in February 2019. The AIC Code addresses the Principles and Provisions set out in the UK Corporate Governance Code (the UK Code) as issued in July 2018 by the Financial Reporting Council (the FRC), as well as setting out additional provisions on issues that are of specific relevance to the Company. The Board considers that reporting against the Principles and Provisions of the AIC Code, which has been endorsed by the FRC, provides more relevant information to shareholders. The Company has complied with the provisions of the AIC Code (which incorporates the UK Code), except as set out below. The UK Code include provisions relating to: - The role of the chief executive; - Executive directors' remuneration; and - The need for an internal audit function. The Board considers these provisions not relevant to the position of the Company being an externally managed investment company with no employees. The Company has not therefore reported further in respect of these provisions. The AIC Code is available on the AIC website (www.theaic.co.uk). It includes an explanation of how the AIC Code adapts the Principles and Provisions set out in the UK Code to make them relevant for investment companies. A description of the main features of the Company's internal control and risk management functions can be found **on pages 51 and 52** of this report. ### The Board #### Role of the Board The Board receives monthly reports and meets at least quarterly to review the overall business of the Company and to consider matters specifically reserved for its review. At these meetings, the Board monitors the investment performance of the Company. The Directors also review the Company's activities every quarter to ensure that it adheres to its investment policy or, if appropriate, to make any changes to that policy. Additional ad hoc reports are received as required and Directors have access at all times to the advice and services of the Company Secretary, who is responsible for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. The Board has adopted a schedule of items specifically reserved for its decision. Directors may obtain independent professional advice at the expense of the Company in the furtherance of their duties. ### Composition As at 30 June 2025, following the retirement of Lisa Booth and appointment of Ruth Beechey on 1 July 2024, the Board comprised four non-executive directors, comprising two females and two males, all of whom are independent of the Portfolio Manager. The Board does not have a Director with a minority ethnic background. Mr White is Chairman of the Board and has no conflicts between his interests and those of shareholders. He is also a shareholder. Potential conflicts are reported to the rest of the Board who consider such conflicts and where appropriate approve them. The Chairman is not, and has never been, an employee of the Portfolio Manager nor a professional 56 Annual Report and Financial Statements 2025 ## Corporate Governance continued Strategic Report Governance Company InformationFinancial Statements | adviser to the Portfolio Manager | of the Board and the success of | 3) At least one individual on | | | --- | --- | --- | --- | | or the Company. The Chairman | the Company. Subject to that | | its board is from a minority | | does not serve as a director of | overriding principle, diversity | | ethnic background, defined | | any other investment companies | of experience and approach, | | to include those from an | | managed by Brown Advisory | including gender diversity, | | ethnic group, other than | | LLC. | amongst Board members | | a white ethnic group, as | | | is of great value, and it is the | | specified in categories | Tenure Board’s policy to give careful recommended by the Oce The Board is mindful of the AIC consideration to overall Board for National Statistics. and UK Corporate Governance balance and diversity when As an externally-managed Codes in relation to the tenure making new appointments to investment company, the of directors (including the the Board. Company does not have a CFO Chairman) and undertakes According to new requirements or CEO. The Board considers an annual evaluation of its of the FCA Listing Rules (Listing that the senior positions in the composition, and that of Rule 9.8.7 R), companies are Company are the positions of its committees, taking into required to include a statement Chairman, Chairman of the account the requirements of in their annual report and Audit and Risk Committee and the AIC Code. If appropriate, financial statements setting out Senior Independent Director. recommendations are made to whether it has met the following refresh the composition of the As at 30 June 2025 the targets on board diversity as at a Board and its committees. Company makes the following chosen reference date within its disclosures: Succession Planning accounting period: The Board appointed Ruth 1) At least 40% of individuals Beechey as a Director with eect on its board are women; from 1 July 2024 in line with its 2) At least one of the senior succession plans. board positions (Chairman, Diversity chief executive ocer It is seen as a prerequisite that (CEO), senior independent each member of the Board must director or chief financial have the skills, experience and ocer (CFO)) is held by a character that will enable them woman; and to contribute to the eectiveness Number of senior Number of Board Percentage positions on Shareholder members of the Board the Board Men 2 50% 67% Women 2 50% 33% Not specified/prefer not to say N/A N/A N/A for the year ended 30 June 2025 57 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc # Corporate Governance continued | Shareholder | Number of Board members | Percentage of the Board | Number of senior positions on the Board | | --- | --- | --- | --- | | White British or other White (including minority white groups) | 4 | 100% | 100% | | Mixed Multiple Ethnic Groups | – | – | – | | Asian/AsianBritish | – | – | – | | Black/African/Caribbean/Black British | – | – | – | | Other ethnic group, including Arab | – | – | – | | Not specified/prefer not to say | N/A | N/A | N/A | ## Re-election of Directors It was noted by the Board that, as at 30 June 2025 and at the time of signing of these Financial Statements, it did not meet the third target on ethnic diversity. The Board is committed to meeting the FCA Listing Rule targets set out above and has considered gender and ethnic diversity when making the appointment of Ruth Beechey. Further information on the Board's composition is included in the Chairman's Statement **on pages 7 to 14**. ## Training The Directors are kept up to date on corporate governance issues through materials provided from time to time by the Company Secretary and from its legal counsel. The Board may obtain training on aspects of corporate governance on an individual basis. ## Performance Evaluation The Board formally reviews its performance and the performance of its committees on an annual basis and in 2023 arranged an externally facilitated Board effectiveness review. The Board has not arranged such an evaluation in 2025 but anticipates doing so again next year, now that the recent changes in the Board and committee composition have settled in. A formal review took place for 2025 following the end of the financial year and each Director was asked his or her views on the Board's effectiveness and to make recommendations about how that might be improved. The performance of the Chairman was reviewed by the other Directors and led by Jane Routledge. The results of the review were discussed amongst the Directors and it was agreed that the composition of the Board and its committees reflected a suitable mix of skills and experience and that the Board, as a whole, and its committees was functioning effectively. ## Board Committees ### Audit and Risk Committee The Board has established an Audit and Risk Committee and its report can be found **on pages 60 to 63**. The Terms of Reference of the Audit and Risk Committee are published on the Company website www.brownadvisory.com/basc. ### Other Committees The Board has not established Remuneration or Nomination Committees as the functions of these committees are performed by the Board as all Directors are non-executive. Directors' fees are considered by the Board as a whole within the limits as set out in the Articles of Association and in accordance with the remuneration policy approved by shareholders. 58 Annual Report and Financial Statements 2025 Strategic Report Governance Company InformationFinancial Statements The appointment of Directors is considered by the entire Board on an ad-hoc basis with consideration given inter alia to candidates’ expertise and maintaining an appropriate Board balance and composition. The Board has not established a Management Engagement Committee as the functions of this committee are performed by the Board. Directors’ Attendance at Meetings Audit and Board Risk Committee Stephen White 5/5 3/3 Ruth Beechey 5/5 3/3 Lisa Booth* 2/2 1/1 Jasper Judd 5/5 3/3 Jane Routledge 5/5 3/3 * Lisa Booth retired from the Board on 4 November 2024. For and on behalf of the Board Stephen White Chairman 29 September 2025 for the year ended 30 June 2025 59 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Report of the Audit and Risk Committee Role of the Audit and Risk Committee The Audit and Risk Committee meets at least twice annually to consider the principal and emerging risks of the Company, financial reporting by the Company, the eectiveness of the internal control environment and relations with the Company’s external Auditor. In addition, it reviews the independence and objectivity of the Auditor and the eectiveness of the Jasper Judd audit process, the quality of the audit Chairman of the Audit and Risk Committee engagement partner and the audit team, making a recommendation to the Board with respect to the reappointment of the Auditor. It also Composition provides an opinion as to whether the As Chairman of the Company’s Audit Annual Report, taken as a whole, is and Risk Committee, I am pleased to fair, balanced and understandable and present the Committee’s report for provides the information necessary for the year ended 30 June 2025. shareholders to assess the Company’s The Audit and Risk Committee position and performance, business consists of all Directors. I am model and strategy. chairman of the Audit and Risk The Company does not have an Committee and a chartered internal audit function as most of its accountant. All committee members day-to-day operations are delegated are independent non-executive to professional third parties. directors. The Committee also reviews the Mr White continues to be a member Company’s compliance with the Code of the Audit and Risk Committee. The and the AIC Code. AIC Code permits the Chairman to The Audit and Risk Committee has be a member of the Audit and Risk direct access to the Auditor, the Head Committee if they were independent of Internal Audit and the Risk and on appointment, but not to chair it. Compliance function of the Portfolio The Chairman was independent on Manager, as well as those of the appointment and continues to be AIFM, and reports any findings to the so. In view of the size of the Board, Board. The Board retains ultimate the Directors feel it is appropriate responsibility for all aspects relating for him to continue as a member so to external financial statements and that the Audit and Risk Committee other significant published financial can continue to benefit from his information. experience and knowledge. 60 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Company InformationFinancial Statements Internal Controls Structure Board of Directors Audit and Risk Committee Periodic and ad hoc reporting FundRock Partners Brown Advisory LLC J.P. Morgan Chase J.P. Morgan Chase Limited (Portfolio Manager) Bank N.A. Bank N.A. (AIFM and Company (Fund Accountant) J.P. Morgan Europe Secretary) Limited (Custodian/Depositary) Reports: Reports: Reports: Reports:  Liquidity  Portfolio transactions  Custodian report  Balance Sheet  Portfolio valuation  Compliance  Depositary report  Income forecast with Investment  Tax treatment Policy and limits/  Compliance and risk restrictions management  Performance  Regulatory changes  Portfolio attribution  Eectiveness of control environment The Audit and Risk Committee, on behalf of the Board, regularly reviews reports on the eectiveness of the internal controls systems of the Company’s key service providers, including their IT systems and cyber security environments, as shown in the above diagram. In addition, the Board carries out an annual evaluation of all service providers. . for the year ended 30 June 2025 61 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc # Report of the Audit and Risk Committee continued ## Independent Auditor and Audit Tenure As part of its review of the continuing appointment of the Auditor, the Audit and Risk Committee considers the length of tenure of the audit firm, its fees and independence from the AIFM, the Portfolio Manager and other key service providers along with any matters raised during each audit. HaysMac LLP (HaysMac) is the appointed Auditor of the Company. On 18 November 2024, the Company's Auditor changed its name from haysmacintyre LLP to HaysMac LLP. This year's audit was the sixth undertaken by HaysMac, and the third led by Laura Mott as engagement partner, since HaysMac was appointed in 2019. The fees paid to HaysMac in respect of audit services are disclosed in Note 5 to the Financial Statements on page 89. ## Auditor Effectiveness and Independence Auditor effectiveness is assessed by means of the Auditor's direct engagement with the Committee at Audit and Risk Committee meetings and also by reference to feedback from the AIFM, Portfolio Manager and their employees who have direct dealings with the Auditor during the annual audit of the Company. ## Disclosure of Information to the Auditor The Directors are not aware of any relevant audit information of which the Company's Auditor is unaware. The Directors also confirm that they have each taken all the steps required of a company director to make themselves aware of any relevant audit information and to establish that the Company's Auditor is aware of that information. ## Non-audit Services The Committee ensures that the Auditor's objectivity and independence are safeguarded by requiring pre-approval by the Committee for all non-audit services provided to the Company, which takes into consideration: - confirmation from the Auditor that it has adequate arrangements in place to safeguard their objectivity and independence in carrying out such work, within the meaning of the regulatory and professional requirements to which they are subject; - the non-audit fees to be incurred, relative to the audit fees; - the nature of the non-audit services; and - whether the Auditor's skills and experience make it the most suitable supplier of such services and whether they are in a position to provide them. The Committee has adopted a policy that all non-audit services are subject to its approval. No fee for such services was payable to the Auditor for the year under review and no services were undertaken (2024: £nil). 62 Annual Report and Financial Statements 2025 Strategic Report Governance Financial Statements Company Information ## Significant Accounting Matters During its review of the Company's Annual Report and Financial Statements for the year ended 30 June 2025, the Audit and Risk Committee considered the following significant issues, including a robust assessment of principal and emerging risks and uncertainties in light of the Company's activities and issues communicated by the Auditor during its review, all of which were satisfactorily addressed: | Issue considered | How the issue was addressed | | --- | --- | | Valuation of the investment portfolio and existence | ■ Review of reports from the Portfolio Manager and custodian | | Compliance with section 1158 of the Corporation Tax Act 2010 | ■ Review of portfolio holdings reports and revenue forecasts to ensure compliance criteria are met | | Calculation of management fee | ■ Consideration of methodology used to calculate management fee, matched against the criteria set out in the Portfolio Management Agreements | | Statement of going concern | ■ Review of the investment portfolio, risks and uncertainties and forecast revenue | ## Statement In Respect Of The Annual Report And Financial Statements Having taken all available information into consideration, and having discussed the content of the Annual Report and Financial Statements with the AIFM, Portfolio Manager, Company Secretary and other third-party service providers, the Audit and Risk Committee has concluded that the Annual Report and Financial Statements for the year ended 30 June 2025, taken as a whole, are fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's position and performance, business model and strategy, and has reported on these findings to the Board. For and on behalf of the Audit and Risk Committee Chairman of the Audit and Risk Committee 29 September 2025 for the year ended 30 June 2025 63 Brown Advisory US Smaller Companies plc ## Directors’ Remuneration Report and Policy | The Board is pleased to present the | The Company’s current remuneration | | --- | --- | | Company’s annual remuneration report | policy is that fees payable to Directors | | for the year ended 30 June 2025, | are commensurate with the amount | | together with its remuneration policy, | of time Directors are expected to | | in accordance with Schedule 8 of The | spend on the Company’s aairs, | | Large and Medium-sized Companies | whilst seeking to ensure that fees | | and Groups (Accounts and Reports) | are set at an appropriate level so as | | (Amendment) Regulations 2013. | to enable candidates of a sucient | calibre and possessing suitable The law requires the Company’s knowledge and experience to be Auditor to audit certain of the recruited. The Company’s Articles disclosures provided. Where of Association state the maximum disclosures have been audited, they aggregate amount of fees that can are indicated as such. be paid to Directors in any one year. The Auditor’s opinion is included in This is currently set at £185,000 per their report on pages 69 to 78. annum and shareholder approval is required for any changes to this. Statement by the Chairman The Board’s policy on remuneration is Directors’ fees are normally set out below. reviewed and updated with eect from 1 January each year. Until The Directors of the Company 31 December 2024, Directors’ annual are non-executive and by way of fees were: Chairman, £39,200; remuneration receive an annual fee, Chairman of the Audit and Risk payable quarterly in arrears. Committee, £35,500; and non- | Details of the total emoluments | executive Directors, £29,700 With | | --- | --- | | paid to Directors for the years | eect from 1 January 2025 Directors’ | | ended 30 June 2024 and 30 June | annual fees were revised to the | | 2025 are provided in the Annual | following annual rates and are the | | Report on Remuneration on page | rates currently payable: | 65. Amount payable The Company does not award any Role per annum other remuneration or benefits to the Chairman of the Board £40,200 Chairman or Directors. There are no Chairman of the Audit bonus schemes, pension schemes, and Risk Committee £36,500 share option or long-term incentive Non-Executive Director £30,700 schemes in place for the Directors. The Board plans to review the level of Directors’ Remuneration Policy Director fees later in the year, with any The remuneration policy of the changes taking eect from 1 January Company was approved by 2026. shareholders at the 2023 AGM for a maximum of three years. 64 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Company InformationFinancial Statements Each Director is entitled to a base fee. It is the Company’s policy for all The Chairman of the Board is paid Directors to stand for re-election a higher fee than other Directors to annually. Any new Director reflect the additional work entailed by appointed is subject to election the role. The Chairman of the Audit by shareholders at the next AGM and Risk Committee also receives a following their appointment. The higher fee on the same basis. terms and conditions of Directors’ appointments are set out in formal The Board has not established a letters of appointment. The dates of Remuneration Committee and appointment are set out below: any review of the Directors’ fees is undertaken by the Board as a whole Date of Director Appointment and has regard to the level of fees paid to non-executive directors of other Stephen White 1 October 2020 investment companies of equivalent Ruth Beechey 1 July 2024 size. Jasper Judd 1 October 2022 Directors’ Service Contracts Jane No Director has a contract of service Routledge 1 April 2023 with the Company. Accordingly, | the Directors are not entitled to | Annual Report on Remuneration | | --- | --- | | any compensation in the event of | A single figure for the total | | termination of their appointment or | remuneration of each Director is set | | loss of oce, other than the payment | out in the table below for the years | | of any outstanding fees. | ended 30 June 2025 and 30 June | 2024, respectively. Directors’ emoluments for the period (audited) 30 June 2025 30 June 2024 Total Total remuneration remuneration Fees Expenses for the year ended Fees Expenses for the year ended £ £ £ £ £ £ Stephen White 39,700 – 39,700 38,100 – 38,100 Ruth Beechey 30,200 – 30,200 – – – † Lisa Booth 10,250 504 10,754 28,850 997 29,847 Jasper Judd 36,000 – 36,000 34,500 – 34,500 †† Clive Parritt – – – 28,850 – 28,850 Jane Routledge 30,200 – 30,200 28,850 – 28,850 Total 146,350 504 146,854 159,150 997 160,147 † Lisa Booth retired on 4 November 2024. †† Clive Parritt retired on 30 June 2024. for the year ended 30 June 2025 65 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Directors’ Remuneration Report and Policy ## continued Expenditure By The Company Statement Of Voting At The Last On Directors’ Remuneration AGM Compared With Distributions To An ordinary resolution for Shareholders the approval of the Directors’ | The table below compares the | Remuneration Report will be put | | --- | --- | | remuneration payable to Directors to | to shareholders annually at the | | distributions made to shareholders | Company’s Annual General Meeting. | | during the financial year under review | This vote is advisory and not binding | | and the prior year. In considering these | on the Company, nor does it aect | | figures, shareholders should take | the remuneration payable to any | | into account the Company’s principal | individual Director. However, it does | | investment objective of achieving | give shareholders the opportunity | | capital growth. In the year ended | to inform the Board of their views | | 30 June 2025, the Company’s capital | on the Directors’ remuneration. | | return was a net loss of £6.1 million | The Directors’ remuneration policy | | (2024: net gain of £5.3 million). | sets out the Company’s policy on | Directors’ remuneration. 30 June 30 June 2025 2024 The following sets out the votes Director £’000 £’000 received at the last AGM of the Remuneration shareholders of the Company, held paid to on 4 November 2024, in respect Directors 147 160 of the approval of the Directors’ Distributions Remuneration Report. to shareholders – dividends – – Total value of shares repurchased 4,372 1,199 Voting at the last AGM Votes cast for Votes cast against Number of votes Director Number % Number % Total votes cast withheld Directors’ Remuneration Report 3,640,677 99.71 1,856 0.06 3,651,110 3,838 66 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Company InformationFinancial Statements | Directors’ Interests | Performance to 30 June 2025 | | --- | --- | | The Directors who held oce at the | The graph below provides details of | | end of the financial year covered by | the Company’s Ordinary share price | | this report and their beneficial interests | performance compared against the | | in the Ordinary shares of the Company | Russell 2000 Total Return Index, | | are detailed in the table above. There | expressed in sterling. | is no requirement for a Director to hold Performance from 30 June 2016 to shares in the Company. 30 June 2025 The Directors’ interests in contractual arrangements with the Company are as detailed in Note 16 to the Financial Statements. Subject to these exceptions, no Director was a party to or had any interest in any contract or arrangement with the Company at any time during the year or subsequently. Directors’ Interests In Ordinary shares Source: Datastream (audited) On behalf of the Board and in accordance 30 June 30 June with Part 2 of Schedule 8 of the Large and 2025 2024 Medium-sized Companies and Groups Lisa Booth* – 463 (Accounts and Reports) (Amendment) Ruth Beechey – – Regulations 2013, I confirm that the Directors’ Remuneration Report and Jasper Judd 2,768 2,768 policy summarises, for the year ended Jane Routledge 1,500 1,500 30 June 2025, the review undertaken and Stephen White 20,000 20,000 the decisions made regarding the fees * Lisa Booth retired on 4 November 2024. paid to the Board, as well as the future remuneration policy of the Company. On 4 July 2025 Ms Beechey acquired 1,553 shares in the Company. [There By order of the Board have been no further changes to the Directors’ shareholdings since the year end.] Stephen White As at 25 September 2025, the latest Chairman practicable date prior to publication 29 September 2025 of this document, no further changes 300 had been notified. 250 200 150 100 50 for the year ended 30 June 2025 67 Jun-14 Jun-15 Jun-16 Jun-17 Jun-18 Jun-19 Jun-20 Jun-21 Jun-22 Jun-23 Jun-24 Jun-25 Benchmark Share Price NAV Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Statement of Directors’ Responsibilities | The Directors are responsible | inappropriate to presume | 1. the financial statements, | | | --- | --- | --- | --- | | for preparing the Annual Report | that the Company will | | prepared in accordance | | and Financial Statements in | continue in business. | | with the applicable set of | | accordance with applicable law | | | accounting standards, give | The Directors are responsible for and regulation. a true and fair view of the keeping adequate accounting assets, liabilities, financial Company law requires the records that are sucient to position and profit or loss of Directors to prepare financial show and explain the Company’s the Company; and | statements for each financial | transactions and disclose with | | | | --- | --- | --- | --- | | year. Under that law the Directors | reasonable accuracy at any | 2. the Strategic Report | | | have elected to prepare financial | time the financial position of | | includes a fair review of | | statements in accordance with | the Company and enable them | | the development and | | United Kingdom Generally | to ensure that the financial | | performance of the Company, | | Accepted Accounting Practice | statements comply with | | together with a description | | (United Kingdom Accounting | the Companies Act 2006. | | of the principal risks and | | Standards and applicable laws) | They are also responsible for | | uncertainties that the | | including Financial Reporting | safeguarding the assets of | | Company faces; and | | Standard 102, the financial | the Company and hence for | | | 3. in their opinion the Annual reporting standard applicable taking reasonable steps for the Report and Financial in the UK and the Republic of prevention and detection of Statements, taken as a Ireland. fraud and other irregularities. whole, are fair, balanced and Under company law the Under applicable law and understandable and provide Directors must not approve the regulations, the Directors are the information necessary financial statements unless they also responsible for preparing to assess the Company’s are satisfied that they give a a Strategic Report, Report position and performance, true and fair view of the state of of the Directors, Directors’ business model and strategy. aairs of the Company and of the Remuneration Report and So far as each Director is return or loss of the Company Statement of Corporate aware at the time the report is for that period. In preparing Governance that comply with approved: those financial statements, the that law and those regulations. 1. there is no relevant audit Directors are required to: The Directors are responsible information of which the (a) select suitable accounting for the maintenance and integrity Company’s Auditor is policies and then apply them of the corporate and financial unaware; and consistently; information included 2. the Directors have taken all on the Company website (b) make judgements and steps required of a company w ww.brownadvisory.com/basc accounting estimates director to make themselves which is a website maintained by that are reasonable and aware of any relevant audit Brown Advisory LLP. Visitors to prudent; information and to establish the website need to be aware that (c) state whether applicable that the Company’s Auditor legislation in the United Kingdom UK Accounting Standards has been made aware of that governing the preparation have been followed, subject information. and dissemination of financial to any material departures statements may dier from By order of the Board disclosed and explained in legislation in other jurisdictions. the financial statements; Each of the Directors, who are and listed on pages 46 and 47 of this Stephen White (d) prepare the financial report, confirms to the best of Chairman statements on the going their knowledge that: 29 September 2025 concern basis unless it is 68 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Financial Statements Company Information # Independent Auditor's Report To the Members of Brown Advisory US Smaller Companies PLC ## Our opinion on the financial statements We have audited the financial statements of Brown Advisory US Smaller Companies plc ('the Company') for the year ended 30 June 2025 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion: - the financial statements give a true and fair view of the state of the Company's affairs as at 30 June 2025 and of the loss for the year then ended; - the financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and - the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. ## Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. ## An overview of the scope of our audit We planned the scope of our audit to ensure that we sufficient audit evidence to give an audit opinion on the financial statements as a whole, taking into account the structure of the Company, the accounting processes and controls, and the industry in which it operates. The Company's accounting is outsourced to J.P. Morgan Chase Bank N.A, who are responsible for maintaining the Company's accounting records. Accordingly, we review their involvement as a service organisation, review reports and data provided to us by them, and consider the operation of controls and procedures operated by J. P. Morgan Chase Bank N.A. that are relevant to our audit. As part of our audit planning risk assessment, we understood and assessed the internal controls in place at the Portfolio Managers, and the accounting service provider to the extent relevant to our audit. This assessment of the operating and accounting structure in place at these organisations involved obtaining and analysing the relevant control reports issued by the independent service auditor of these entities in accordance with generally accepted assurance standards for such work. Following this assessment, we applied professional judgement to determine the extent of testing required over each balance in the financial statements. We primarily obtained our audit evidence from substantive tests. for the year ended 30 June 2025 69 Brown Advisory US Smaller Companies plc ## Independent Auditor’s Report continued Key audit matters: Our assessment of risks of material misstatement Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest eect on: the overall audit strategy; the allocation of resources in the audit; and directing the eorts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on those matters. Key audit matter The risk Our response to the risk: | Risk of fraud in | Under ISA 240 there is a presumed | We have undertaken the | | --- | --- | --- | | revenue recognition | significant risk (that may be | following procedures to verify | | | rebutted) that revenue may be | the appropriateness of revenue | Revenue for the materially misstated due to improper recognition: year is £1,188.000 revenue recognition. We have not (2024: £1,198,000)  To test the occurrence of rebutted this risk and therefore and is disclosed in revenue, we traced dividend are required to consider the risk Note 3 to the financial income from the system income of fraud in revenue recognition as statements. reports to dividend declarations a significant risk and accordingly and recalculated the expected The accounting policy respond to the risks of improper dividend recognised. This was for revenue is described revenue recognition. performed on a sample basis; in Note 2b(iv). As per our assessment, there is a  To assess the occurrence of significant risk over the occurrence of revenue, we agreed the receipt of income. Due to the entity being listed dividends to bank statements on there is incentive to overstate income a sample basis; to improve reported performance.  For a sample of accrued This risk may also arise if income dividends, we assessed the date is recognised in the incorrect of the dividend declaration date accounting period through the and whether the Company had application of inappropriate proper legal title to recognise accounting treatment. For example, those dividends; inaccurate recognition of income  We reviewed a sample of dividend through the failure to recognise income transactions occurring proper income entitlements or around the year-end date (either applying appropriate accounting side of the reporting period end) treatment. to test the appropriate recognition In addition to the above, the of dividend income around the Directors are required to exercise year-end; their judgement in determining whether income receivable in the form of special dividends should be classified as “revenue” or “capital”. 70 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Company InformationFinancial Statements Key audit matter The risk Our response to the risk:  We reviewed the classification of dividends and agreed no special dividends were received during the year; and  We obtained and reviewed the SOC1 report of the fund administrator and portfolio manager to obtain an understanding of the relevant controls over revenue recognition. Key observations Based on the procedures performed, we gained satisfactory assurance communicated to the over the appropriateness of the revenue recognition and did not identify any Audit Committee matters or other observations to report to the audit committee. for the year ended 30 June 2025 71 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Independent Auditor's Report continued | Key audit matter | The risk | Our response to the risk: | | --- | --- | --- | | **Valuation of investments** Investment valuations at the year-end were £155,440,000 (2024: £165,925,000) which were all quoted investments. Disclosure of these investments is included in in Note 9 to the financial statements. The accounting policy for the valuation of investments is described in Note 2b(i) & (ii) of the financial statements. | Investments represent the most significant item in the statement of financial position and an error within the valuation of the Company's investment portfolio could have a material impact on the financial position and performance of the Company. We do not consider these investments to be at a high risk of significant misstatement, or to be subject to a significant level of judgement because they comprise liquid, quoted investments. However, we do note the significant risk of fraud in this area due to the possible incentives for the Portfolio Manager to manipulate the Net Asset Value to increase management fees. Due to their materiality in the context of the financial statements as a whole, they are considered to be one of the areas which has the greatest impact on our overall audit strategy and allocation of resources in planning and completing our audit so therefore was considered a key audit matter. | We have undertaken the following procedures to gain assurance over the valuation of the investments: - We agreed the bid price to an independent source. This was performed on a sample basis; - We agreed the exchange rates applied to US stocks to an independent source. This was performed on a sample basis; - We agreed the year-end investment holdings to custodian confirmation. The custodian is a third party confirmation. It is independent to the fund accounting team as they are separate teams with clear segregation of duties between the two; - We assessed the accuracy of the calculation of gains and losses on investments at fair value through profit and loss; - We assessed the appropriateness and presentation of the gains and losses on investments at fair value through profit and loss within the financial statements disclosures; and - We obtained and reviewed the SOC1 report of the fund administrator and portfolio manager to obtain an understanding of the relevant controls over the valuation of investments. | | **Key observations communicated to the Audit Committee** | Based on the procedures performed we gained satisfactory assurance over the valuation of the Company's investment portfolio and did not identify any matters or other observations to report to the Audit Committee. | | 72 Annual Report and Financial Statements 2025 Strategic Report Governance Financial Statements Company Information ## Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements on our audit and on the financial statements. For the purposes of determining whether the financial statements are free from material misstatement we define materiality as the magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the economic decisions of a reasonably knowledgeable person, relying on the financial statements. ### Materiality Materiality provides a basis for determining the nature and extent of our audit procedures. We determined materiality for the Company to be £1,600,000 which is approximately 1% of the Company's net asset value at 30 June 2025. Net asset value has been used as the benchmark for materiality as this is considered to be the critical performance measure used by investors to assess the performance of the Company and is a key driver of shareholder value. Given the importance of the distinction between revenue and capital for the Company we also applied a separate materiality level of £36,500 for the Revenue Return column of the Statement of Comprehensive Income. We set this level at approximately 2% of total expenditure. ### Performance materiality On the basis of our risk assessments, together with our assessment of the Company's overall control environment our assessment was that performance materiality should be set at 70% of our overall materiality level, namely £1,120,000. We have set performance materiality at this percentage due to the absence of significant errors noted in the current year audit and based on our assessment of the control framework at the Company. We also applied a separate performance materiality level of £25,500 for the Revenue Return column of the Statement of Comprehensive Income. We set this at 70% of the separate revenue account materiality level. ### Reporting threshold An amount below which identified misstatements are considered as being clearly trivial. We determined based on our calculations that we would report to the Committee all audit differences in excess of £80,100 as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements. The reporting threshold for the Revenue Return column of the Statement of Comprehensive Income was set at £1,800. ## Conclusions relating to going concern In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. The Directors assessment on going concern is summarised in the Directors' report and we are of the opinion that this assessment is reasonable. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included: - Evaluating the appropriateness of the Directors' method of assessing the going concern position in light of market volatility and the present uncertainties by reviewing the information used by the Directors in comprising their assessment; - Considering the liquidity of the investment portfolio and its ability to meet the liabilities of the Company as and when they fall due; for the year ended 30 June 2025 73 Brown Advisory US Smaller Companies plc # Independent Auditor's Report continued - Considering the continuation vote at the November 2026 AGM; - Considering the current cash position; - Reviewing any litigation and claims against the Company; - Considering the composition of the Company's future cash flows and establishing they are matched against revenue income; and - Considering the ability of the key service organisations to continue providing services to the Company. Based on the work performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In relation to the Company's reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors' statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. ### We have nothing to report on the other information in the Annual Report The Directors are responsible for the other information presented in the Annual Report together with the financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of the other information we are required to report on that fact. ### Strategic report and Directors' report Based solely on our work on the other information: - we have not identified material misstatements in the strategic report and the Directors' report; - in our opinion the information given in those reports for the financial year is consistent with the financial statements; and - in our opinion those reports have been prepared in accordance with the Companies Act 2006. ### Directors' remuneration report In our opinion the part of the directors' remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. ### Disclosures of emerging principal risks, going concern and viability We are required to perform procedures to identify whether there is a material inconsistency between the directors' disclosures in respect of emerging and principal risks, going concern and the viability statement, and the financial statements and our audit knowledge. Based on the knowledge we acquired during our audit of the financial statements, we have 74 Annual Report and Financial Statements 2025 Strategic Report Governance Company InformationFinancial Statements nothing material to add or draw meet its liabilities as they fall Governance Statement relating attention to in relation to: due over the period of their to the Company’s compliance assessment, including any with the provisions of the UK  The Directors’ confirmation related disclosures drawing Corporate Governance Code set out on page 48 in the attention to any necessary specified for our review by the annual report that they qualifications or assumptions. Listing Rules. have carried out a robust | assessment of the principal | We are also required to review | In this context, we also have | | --- | --- | --- | | risks facing the Company, | the viability statement, set out | nothing to report in regard to | | including those that would | on page 36 under the Listing | our responsibility to specifically | | threaten its business model, | Rules. Based on the above | address the following items in | | future performance, solvency | procedures, we have concluded | the other information and to | | or liquidity and the disclosures | that the above disclosures are | report as uncorrected material | | in the annual report set out on | materially consistent with the | misstatements of the other | | pages 51 and 52 that describe | financial statements and our | information where we conclude | | the principal risks and explain | audit knowledge. | that those items meet the | | how they are being managed | | following conditions: | Our work is limited to assessing or mitigated; | | these matters in the context of |  The Directors’ statement | | --- | --- | --- | |  The Directors’ statement in | only the knowledge acquired | in the financial statements | | the financial statements about | during our financial statements | about whether they | | whether they considered it | audit. As we cannot predict | considered it appropriate | | appropriate to adopt the going | all future events or conditions | to adopt the going concern | | concern basis of accounting | and as subsequent events may | basis of accounting in | | in preparing them, and | result in outcomes that are | preparing them, and | | their identification of any | inconsistent with judgements | their identification of any | | material uncertainties to the | that the above disclosures are | material uncertainties to the | | Company’s ability to continue | materially consistent with the | Company’s ability to continue | | to do so over a period of at | financial statements and our | to do so over a period of at | | least 12 months from the date | audit knowledge. | least 12 months from the date | | of approval of the financial | | of approval of the financial | Corporate Governance statements; and statements; disclosures  The Directors’ viability  The Directors’ statement We are required to perform statement on page 36 in the on page 48 in the annual procedures to identify whether annual report as to how they report as to how they have there is a material inconsistency have assessed the prospects assessed the prospects of between the directors’ corporate of the Company, over what the Company, over what governance disclosures and the period they have done so and period they have done so and financial statements and our why they consider that period why they consider that period audit knowledge. to be appropriate, and their to be appropriate; We have reviewed the directors’ statement as to whether they  The Directors’ statement statement in relation to going have a reasonable expectation as to whether they have a concern, longer-term viability that the Company will be able reasonable expectation that and that part of the Corporate to continue in operation and the Company will be able to for the year ended 30 June 2025 75 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Independent Auditor’s Report continued continue in operation and  The section of the Annual Matters on which we are meet its liabilities as they Report that describes the required to report by fall due over the period of review of eectiveness of risk exception their assessment, including management and internal In the light of the knowledge and any related disclosures control systems; or understanding of the Company drawing attention to any and its environment obtained  the Audit Committee report necessary qualifications or in the course of the audit, we set out on pages 60 to 63 assumptions. have not identified material including the significant misstatements in;  The Directors’ confirmation issues that the audit set out on page 48 in the committee considered  the Strategic Report or the annual report that they in relation to the financial Directors’ Report; or have carried out a robust statements, and how these  the information about assessment of the principal issues were addressed; and internal control and risk risks facing the Company,  The Directors’ statement management systems in including those that would of compliance with the UK relation to financial reporting threaten its business Corporate Governance processes and about share model, future performance, Code set out on page 68 – capital structures, given in solvency or liquidity and the the parts of the Directors’ compliance with rules 7.2.5 disclosures in the annual statement required under and 7.2.6 of the FCA Rules. report set out on pages 51 the Listing Rules relating to and 52 that describe the We have nothing to report the Company’s compliance principal risks and explain in respect of the following with the UK Corporate how they are being managed matters in relation to which the Governance Code containing or mitigated; Companies Act 2006 requires us provisions specified for to report to you if, in our opinion: |  The Directors’ statement | review by the auditor in | | | --- | --- | --- | | on fair, balanced and | accordance with Listing Rule |  adequate accounting | | understandable set out on | 9.8.10R(2) do not properly | records have not been kept | | page 68 – the statement | disclose a departure from a | by the Company, or returns | | given by the Directors | relevant provision of the UK | adequate for our audit have | | that they consider the | Corporate Governance Code. | not been received from | | annual report and financial | | branches not visited by us; or | We are required to review statements taken as a the part of the Corporate  the Company financial whole is fair, balanced and Governance Statement relating statements and the part of understandable and provides to the Company’s compliance the directors’ remuneration the information necessary with the provisions of the UK report to be audited are for shareholders to assess Corporate Governance Code not in agreement with the the Company’s performance, specified by the Listing Rules for accounting records and business model and strategy, our review. We have nothing to returns; or is materially inconsistent with report in this respect.  certain disclosures of our knowledge obtained in directors’ remuneration the audit; or specified by law are not made; or 76 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Company InformationFinancial Statements  we have not received all the from material misstatement, regarding the assessed risks information and explanations whether due to fraud or error, of material misstatement we require for our audit; or and to issue an auditor’s report due to fraud, through that includes our opinion. designing and implementing  a corporate governance appropriate responses; and statement has not been Reasonable assurance is a prepared by the parent high level assurance, but not  To respond appropriately company. a guarantee that an audit to fraud or suspected fraud conducted in accordance with identified during the audit. Responsibilities of Directors ISAs (UK) will always detect However, the primary As explained more fully in the material misstatement when responsibility for the prevention Directors’ Responsibilities it exists. Misstatements can and detection of fraud rests Statement, the Directors are arise from fraud or error and with both those charged with responsible for the preparation are considered material if, governance of the entity and the of the financial statements and individually or in aggregate, they entities delegated with the day- for being satisfied that they give can reasonably be expected to-day responsibilities and the a true and fair view, and for such to influence the economic outsourced service providers. internal control as the directors decisions of users taken on determine is necessary Irregularities, including fraud, the basis of these financial to enable the preparation are instances of non-compliance statements. of financial statements with laws and regulations. We A further description of that are free from material design procedures in line with our responsibilities for misstatement, whether due to our responsibilities, outlined the audit of the financial fraud or error. above, to detect material statements is located on the misstatements in respect In preparing the financial Financial Reporting Council’s of irregularities, including statements, the directors are website at: www.frc.org.uk/ fraud. The extent to which our responsible for assessing the auditorsresponsibilities. This procedures are capable of Company’s ability to continue description forms part of our detecting irregularities, including as a going concern, disclosing, auditor’s report. fraud is detailed below: as applicable, matters related to Explanation as to what extent going concern and using going  We gained an understanding the audit was considered concern basis of accounting of the legal and regulatory capable of detecting unless the directors either framework applicable to the irregularities, including fraud intend to liquidate the Company Company and the industry or to cease operations, or have The objectives of our audit, in in which it operates, and no realistic alternative to do so. respect to irregularities including considered the risk of acts fraud are: by the Company which were Auditor’s responsibilities contrary to applicable laws  To identify and assess for the audit of the financial and regulations, including the risks of material statements fraud; misstatement of the financial Our objectives are to obtain statements due to fraud;  We considered the significant reasonable assurance laws and regulations to about whether the financial  To obtain sucient the Companies Act 2006, statements as a whole are free appropriate audit evidence for the year ended 30 June 2025 77 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc the FCA listing and DTR compliance to check that periods. The period of total rules, the principles of the the Company was meeting uninterrupted engagement is AIC Code of Corporate its requirements to retain its therefore six years. Governance, industry Investment Trust status. The non-audit services practice represented by the We evaluated the Directors and prohibited by the FRC’s Ethical AIC SORP, the applicable key service providers incentives Standard were not provided to accounting framework and and opportunities for fraudulent the Company and we remain the Company’s qualification manipulation of the financial independent of the Company in as an investment trust under statements (including the risk conducting our audit. UK tax legislation as any non- of override of controls) and Our audit opinion is consistent compliance of this would lead determined that the occurrence with the additional report to the to the Company losing various of fraud is low given the activities Audit Committee. deductions and exemptions and operations of the Company. from corporation tax; and | | If fraud were to occur it would | Use of our report | | --- | --- | --- | |  We understood how the | likely be collusive in nature | This report is made solely to the | | Company is complying with | and probably occur through | Company’s members, as a body, | | those frameworks through | posting inappropriate manual | in accordance with Chapter 3 | | discussions with the Audit | journal entries to revenue and | of Part 16 of the Companies | | Committee and key service | investments. Audit procedures | Act 2006. Our audit work has | | providers in combination with | performed by the engagement | been undertaken so that we | | a review of the Company’s | team included: | might state to the Company’s | | documented policies and | | members those matters we are |  Discussions with Audit procedures. required to state to them in an Committee and key auditor’s report and for no other We focused on laws and service providers including purpose. To the fullest extent regulations that could give rise to consideration of known or permitted by law, we do not a material misstatement in the suspected instances of non- accept or assume responsibility Company financial statements. compliance with laws and to anyone other than the Our tests included: regulation and fraud; Company and the Company’s  Agreement of the financial  Evaluating controls designed members as a body, for our statement disclosures to prevent and detect audit work, for this report, or for to underlying supporting irregularities; and the opinions we have formed. documentation;  Identifying and testing  Enquiries of management journals, in particular and those charged with manual journal entries governance relating to posted through revenue the existence of any non- and investments, postings Laura Mott compliance with laws and containing unusual phrases Senior Statutory Auditor regulations; or with unusual descriptions. for and on behalf of  Review of minutes of board Other matters we are HaysMac LLP Statutory Auditor, meetings throughout the required to address Chartered Accountants London period to identify and Following recommendation of 29 September 2025 instance of non-compliance the Audit Committee, we were with laws and regulations; appointed by the Shareholders and to audit the financial statements  Reviewing the calculation in for the year ending 30 June relation to Investment Trust 2020 and subsequent financial 78 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Report Financial Statements Company Information Strategic Report Governance Report Financial Statements Company Information ## Financial Statements for the year ended 30 June 2025 79 Job No: 101316 Proof Event: 1 Black Line Level: 0 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Statement of Comprehensive Income for the year ended 30 June 2025 2025 2024 | | Revenue | Capital | | Revenue | | Capital | | | --- | --- | --- | --- | --- | --- | --- | --- | | | Return | Return | Total | | Return | Return | Total | | Note | £’000 | £’000 | £’000 | | £’000 | £’000 | £’000 | (Losses)/gains from investments held at fair value through profit or loss 8 – (5,178) (5,178) – 5,391 5,391 Foreign exchange loss – (880) (880) – (65) (65) Investment income 3 962 – 962 1,018 – 1,018 Other Income 3 225 – 225 180 – 180 Total income 1,187 (6,058) (4,871) 1,198 5,326 6,524 Management fee 4 (1,152) – (1,152) (1,222) – (1,222) Other expenses 5 (605) (3) (608) (578) (2) (580) Total expenses (1,757) (3) (1,760) (1,800) (2) (1,802) (Loss)/return before taxation (570) (6,061) (6,631) (602) 5,324 4,722 Taxation 6 (132) – (132) (126) – (126) Net (loss)/return after taxation (702) (6,061) (6,763) (728) 5,324 4,596 Net (loss)/return per Ordinary share 7 (5.99)p (51.67)p (57.66)p (6.11)p 44.68p 38.57p The total column of this statement is the profit and loss account of the Company. The ‘Revenue’ and ‘Capital’ columns represent supplementary information prepared under guidance issued by The Association of Investment Companies. The Company has no other comprehensive income, and therefore the net return after taxation is also the total comprehensive income for the year. All revenue and capital items in the above statement derive from continuing operations. No operations were acquired or discontinued in the year. The Notes on pages 85 to 98 form part of these Financial Statements. 80 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Report Financial Statements Company Information # Statement of Financial Position as at 30 June 2025 | | Note | 2025 £'000 | 2024 £'000 | | --- | --- | --- | --- | | **Fixed assets** | | | | | Investments at fair value through profit or loss | 8 | 155,440 | 165,925 | | **Current assets** | | | | | Debtors | 10 | 455 | 79 | | Cash at bank and in hand and cash equivalents | 11 | 7,970 | 9,722 | | | | **8,425** | **9,801** | | **Creditors: amounts falling due within one year** | 12 | (466) | (1,182) | | **Net current assets** | | **7,959** | **8,619** | | **Total assets less current liabilities** | | **163,399** | **174,544** | | **Capital and reserves** | | | | | Called up share capital | 14 | 4,555 | 4,555 | | Share premium account | | 19,550 | 19,550 | | Non-distributable reserve | | 841 | 841 | | Capital redemption reserve | | 9,628 | 9,628 | | Retained earnings – capital reserve | | 139,530 | 149,973 | | Retained earnings – revenue reserve | | (10,705) | (10,003) | | **Total shareholders' funds** | | **163,399** | **174,544** | | **Net asset value per Ordinary share (pence)** | 15 | **1,416.7p** | **1,471.4p** | The Financial Statements **on pages 80 to 98** were approved by the Board of Directors and signed on its behalf on 29 September 2025. Stephen White Chairman Company Registration Number 02781968 The Notes **on pages 85 to 98** form part of these Financial Statements. for the year ended 30 June 2025 81 Brown Advisory US Smaller Companies plc ## Statement of Changes in Equity for the year ended 30 June 2025 | | Called up | | | | | | Non- | | Capital | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Share | | Share | distributable | | | Redemption | | Capital | | Revenue | | | | | | | | | | | | | | | † | | † | | | | | Capital | Premium | | | Reserve | | | Reserve | Reserve | | Reserve* | | Total | | for the year ended 30 June 2025 | | £’000 | | £’000 | | | £’000 | | £’000 | £’000 | | £’000 | | £’000 | 1 July 2024 4,555 19,550 841 9,628 149,973 (10,003) 174,544 Repurchase of Ordinary shares to be held in treasury – – – – (4,382) – (4,382) Net return for the year – – – – (6,061) (702) (6,763) Balance at 30 June 2025 4,555 19,550 841 9,628 139,530 (10,705) 163,399 | | Called up | | | | | | Non- | | Capital | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Share | | Share | distributable | | | Redemption | | Capital | | Revenue | | | | | | | | | | | | | | | † | | † | | | | | Capital | Premium | | | Reserve | | | Reserve | Reserve | | Reserve* | | Total | | for the year ended 30 June 2024 | | £’000 | | £’000 | | | £’000 | | £’000 | £’000 | | £’000 | | £’000 | 1 July 2023 4,555 19,550 841 9,628 145,848 (9,275) 171,147 Repurchase of Ordinary shares to be held in treasury – – – – (1,199) – (1,199) Net return for the year – – – – 5,324 (728) 4,596 Balance at 30 June 2024 4,555 19,550 841 9,628 149,973 (10,003) 174,544 * Dividends are only payable from the revenue reserve element of retained earnings. † Retained earnings comprise the total of Capital reserve and Revenue reserve. The Notes on pages 85 to 98 form part of these Financial Statements. 82 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Report Financial Statements Company Information # Statement of Cash Flows for the year ended 30 June 2025 | | Note | 2025 £'000 | 2024 £'000 | | --- | --- | --- | --- | | **Cash flows from operating activities** | | | | | Investment income received (gross) | | 940 | 1,018 | | Deposit interest received | | 225 | 180 | | Investment management fee paid | | (1,193) | (1,217) | | Other cash expenses | | (531) | (568) | | **Net cash outflow from operating activities before taxation** | | **(559)** | **(587)** | | Taxation | 6 | (132) | (126) | | **Net cash outflow from operating activities** | | **(691)** | **(713)** | | **Cash flows from investing activities** | | | | | Purchases of investments | | (57,620) | (42,125) | | Sales of investments | | 61,821 | 41,380 | | **Net cash inflow/(outflow) from investing activities** | | **4,201** | **(745)** | | **Cash flows from financing activities** | | | | | Repurchase of ordinary shares into Treasury | | (4,382) | (1,199) | | **Net cash outflow from financing activities** | | **(4,382)** | **(1,199)** | | **(Decrease) in cash** | | **(872)** | **(2,657)** | | Cash and cash equivalents at the start of the year | | 9,722 | 12,444 | | Realised loss on foreign currency | | (880) | (65) | | **Cash and cash equivalents at end of the year** | | **7,970** | **9,722** | The Notes **on pages 85 to 98** form part of these Financial Statements. for the year ended 30 June 2025 83 Brown Advisory US Smaller Companies plc ## Statement of Cash flows continued Reconciliation of net cash outflow from operating activities 2025 2024 £’000 £’000 Net return before taxation (6,631) 4,722 Gain on investments 5,178 (5,391) Realised loss on foreign currency 880 65 (Increase) in Debtors (26) (12) Increase in other creditors and accruals 40 29 Net cash outflow from operating activities before taxation (559) (587) Analysis of changes in net debt | At 30 June | | | | | At 30 June | | | --- | --- | --- | --- | --- | --- | --- | | | 2024 | Cash Flow | | Non-cash | | 2025 | | | £’000 | | £’000 | movements | | £’000 | Cash at bank and cash equivalents 9,722 (872) (880) 7,970 9,722 (872) (880) 7, 9 70 The Notes on pages 85 to 98 form part of these Financial Statements. 84 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Report Financial Statements Company Information # Notes to the Financial Statements for the year ended 30 June 2025 ## 1. General information Brown Advisory US Smaller Companies PLC (a Public Company Limited by shares) is an investment Company incorporated in the United Kingdom with a premium listing on the London Stock Exchange. The Company registration number is 02781968 and the registered office is 4th Floor, 140 Aldersgate Street, London EC1A 4HY. The Company conducts its affairs so as to qualify as an investment trust under the provisions of section 1158 of the Corporation Tax Act 2010. The Company has qualified as an investment trust in respect of all relevant years up to and including the year ended 30 June 2025. Section 1158 was amended to allow companies to seek approval of compliance in advance and for all subsequent financial years. The Company received such advance approval subject to it continuing to meet the relevant eligible conditions and ongoing requirements. The Company intends to conduct its affairs so as to enable it to comply with the requirements. Such approval exempts the Company from UK corporation tax on gains realised in the relevant year on its portfolio of fixed asset investments. A summary of the accounting policies, all of which have been applied consistently throughout the period is set out below. ## 2. Accounting policies ### (a) Basis of preparation The Financial Statements for the year ended 30 June 2025 have been prepared in accordance with UK Generally Accepted Accounting Practice ('UK GAAP') including Financial Reporting Standard 102 ('FRS 102'), the financial reporting standard applicable in the UK and Republic of Ireland and with the Statement of Recommended Practice ('SORP') for Investment Trust Companies and Venture Capital Trusts issued by the Association of Investment Companies ('AIC') in July 2022. The Company continues to adopt the going concern basis in the preparation of the Financial Statements. The Financial Statements have been prepared in accordance with the Company's accounting policies as set out below. They are presented in accordance with the Companies Act 2006 (the 'Act') and the requirements of the SORP 'Financial Statements of Investment Trust Companies and Venture Capital Trusts' issued in July 2022. In accordance with FRS 102, the Company is required to identify its functional reporting currency in which the Company predominantly operates. Having regard to the Company's share capital and the predominant currency in which its shareholders operate, pounds sterling, is the identified functional and presentation reporting currency of the Company. The Directors are of the opinion that the Company is engaged in a single segment of business activity, being investment business. Consequently, no business segmental reporting is required. ### Statement of Compliance The Financial Statements of the Company have been prepared in compliance with United Kingdom Accounting Standards, including FRS 102 and the Companies Act 2006. ### (b) Principal accounting policies (i) Financial instruments Financial instruments include fixed asset investments and derivative assets and liabilities. for the year ended 30 June 2025 85 Brown Advisory US Smaller Companies plc ## Notes to the Financial Statements continued | 2. Accounting policies | as to what inputs other market | at the rates of exchange | | --- | --- | --- | | (continued) | participants would apply in | prevailing at the respective | | | pricing the same or similar | dates of such transactions. | Accounting standards instruments. Included within recognise a hierarchy of fair Foreign exchange profits this category are unquoted value measurements for and losses on fixed asset investments. | financial instruments which | | investments are included | | --- | --- | --- | | gives the highest priority to | (ii) Fixed asset investments | within the changes in fair | | unadjusted quoted prices in | As an investment trust, the | value in the capital account. | | active markets for identical | Company measures its fixed | Foreign exchange profits and | | assets or liabilities (level 1) | asset investments at “fair | losses on other currency | | and the lowest priority to | value through profit or loss” | balances are separately | | unobservable inputs (level 3). | and treats all transactions | credited or charged to the | | The classification of financial | on the realisation and | capital account except where | | instruments depends on the | revaluation of investments as | they relate to revenue items | | lowest significant applicable | transactions on the capital | when they are credited or | | input, as follows: | account. Purchases are | charged to the revenue | | | recognised on the relevant | account. | Level 1 – Unadjusted, fully trade date, inclusive of accessible and current quoted (iv) Income expenses which are incidental prices in active markets for Income from equity shares to their acquisition. Sales identical assets or liabilities. is brought into the revenue are also recognised on the Included within this category account (except where, in the trade date, after deducting are investments listed on any opinion of the Directors, its expenses incidental to the recognised stock exchange. nature indicates it should be sales. recognised within the capital Level 2 – Quoted prices for Quoted investments are valued account) on the ex-dividend similar assets or liabilities, at bid value at the close of date or, where no ex-dividend or other directly or indirectly business on the relevant date date is quoted, when the observable inputs which exist on the exchange on which the Company’s right to receive for the duration of the period of investment is quoted. payment is established. investment. Examples of such instruments would be those for (iii) Foreign currency Dividends from overseas which the quoted price has been Monetary assets, monetary companies are shown gross recently suspended, forward liabilities and equity of withholding tax. exchange contracts and certain investments denominated Where the Company other derivative instruments. in a foreign currency are has elected to receive its expressed in sterling at Level 3 – External inputs are dividends in the form of rates of exchange ruling at unobservable. additional shares rather than the Statement of Financial in cash (scrip dividends), the Value is the Directors’ best Position date. Purchases amount of the cash dividend estimate, based on advice from and sales of investment foregone is recognised as relevant knowledgeable experts, securities, dividend income, income. Any excess in the use of recognised valuation interest income and value of the shares received techniques and on assumptions expenses are translated over the amount of the 86 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Report Financial Statements Company Information cash dividend foregone is by the Statement of Financial  increases and decreases in recognised in the capital Position date, based on the the valuation of fixed asset account. tax rates that are expected to investments held at the year apply in the period when the end; Deposit interest income liability is settled or the asset and interest from cash  realised and unrealised realised. equivalents is accounted foreign exchange dierences for on an accruals basis and Deferred tax assets are only of a capital nature; recognised in the period the recognised if it is considered  tax charges associated with interest is earned. more likely than not that there transactions of a capital will be suitable profits from (v) Expenses, including nature; which the future reversal of finance charges  costs of professional timing dierences can be Expenses are charged to advice, including related deducted. In line with the the revenue account of the irrecoverable VAT, relating to recommendations of the Income Statement, except as the capital structure of the SORP, the allocation method noted below: Company; used to calculate the tax – expenses incidental to relief on expenses charged  other capital charges and the or disposal of fixed to capital is the “marginal” credits charged or credited asset investments are basis. Under this basis, if to this account in accordance included within the cost taxable income is capable with the above policies; and of the investments or of being oset entirely by  the costs of purchasing deducted from the disposal expenses charged through Ordinary share capital. proceeds of investments the revenue account, then no and are thus charged to Revenue return tax relief is transferred to the the capital element of  the income return or loss capital account. retained earnings – arising for the year is taken to the (vii) Capital redemption on investments sold via the income element of this reserve capital account; reserve. The nominal value of and This element of the retained Ordinary share capital purchased and cancelled is earnings reserve may be – all expenses are accounted transferred out of called-up used to fund the distribution for on an accruals basis. share capital and into the of profits to investors via Finance charges are capital redemption reserve. dividend payments only accrued using the eective when this is in a surplus interest rate method. Capital redemption reserve is position. Currently there is (vi) Taxation not available for the payment an accumulated loss and Withholding tax deducted at of dividends. therefore no distributions can source from income received (viii) Retained earnings be paid. is treated as part of the This consists of the following: taxation charge in the income Capital return account, in instances where it The following are accounted cannot be recovered. for in this reserve: Deferred tax is provided in  gains and losses on the accordance with FRS 102, on realisation of fixed asset an undiscounted basis, on all investments; timing dierences that have originated but not reversed for the year ended 30 June 2025 87 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Notes to the Financial Statements continued | 2. Accounting policies | funds are received into the | the Statement of Financial | | --- | --- | --- | | (continued) | company bank accounts, | Position. | | (ix) Borrowing and finance | settlement accounts, or | | (c) Significant accounting costs custodial accounts. Similarly, judgements, estimates Interest-bearing bank loans withdrawals or transfers are and assumptions and overdrafts are recorded recognised when payments The preparation of the at the proceeds received, are initiated or cleared. Company’s Financial net of direct issue costs and Measurement – Cash Statements on occasion subsequently measured and cash equivalents are requires management to at amortised cost. Finance measured at amortised make judgements, estimates charges, including premiums cost, which approximates and assumptions that aect payable on settlement or fair value due to their short- the reported amounts in the redemption and direct issue term nature. Cash and cash primary financial statements costs, are accounted for equivalents typically include and the accompanying on an accruals basis in the balances with banks and disclosures. These Income Statement using the custodians, including current assumptions and estimates eective interest method and accounts and overnight could result in outcomes are added to the carrying deposits, short term that require a material amount of the instrument to investments, margin cash adjustment to the carrying the extent that they are not balances held with brokers amount of assets or liabilities settled in the period in which and demand deposits. aected in the current and they arise. (xi) Securities sold awaiting future periods, depending on Finance costs are recognised settlement circumstance. in the Income Statement Securities sold awaiting in the period in which they Management do not settlement represent are incurred. All finance believe that any significant proceeds due from the sale costs are directly charged to accounting judgements of investments which have the revenue column of the have been applied to these been contracted for but not Income Account. Financial Statements other yet settled as at the reporting than the allocations between (x) Cash and cash date. capital and revenue shown in equivalents Under FRS 102, these Notes 4 and 5. Cash and cash equivalents balances are recognised comprise cash on hand, when the contractual demand deposits and short obligation for the sale has term highly liquid investment been established (i.e. trade that are readily convertible to date accounting is applied), known amounts of cash and and are measured initially at are subject to an insignificant fair value, which is typically risk of changes in value. the transaction price. Recognition – cash and Receivables arising from cash equivalents are securities sold are presented recognised at the time within current assets on 88 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Report Financial Statements Company Information 3. Income 2025 2024 £’000 £’000 Investment Income Dividends from United Kingdom companies 50 45 Dividends from overseas companies 912 973 962 1,018 Other income Deposit interest 51 180 Interest from liquidity fund (cash equivalents) 174 – 225 180 Total income 1,187 1,198 4. Management fee 2025 2024 | Revenue | Capital | | Revenue | | Capital | | | --- | --- | --- | --- | --- | --- | --- | | Return | Return | Total | | Return | Return | Total | | £’000 | £’000 | £’000 | | £’000 | £’000 | £’000 | Management fee 1,152 – 1,152 1,222 – 1,222 1,152 – 1,152 1,222 – 1,222 Details of the calculation of the management fee are given in Note 16. 5. Other expenses 2025 2024 | Revenue | Capital | | Revenue | Capital | | | --- | --- | --- | --- | --- | --- | | Return | Return | Total | Return | Return | Total | | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | Directors’ remuneration 147 – 147 160 – 160 Auditor’s remuneration – audit of the Company Financial Statements 56 – 56 53 – 53 Other expenses 402 3 405 365 2 367 605 3 608 578 2 580 for the year ended 30 June 2025 89 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Notes to the Financial Statements continued 6. Taxation (a) Analysis of tax charge in the year 2025 2024 | Revenue | | Capital | | Revenue | Capital | | | --- | --- | --- | --- | --- | --- | --- | | | Return | Return | Total | Return | Return | Total | | | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | Overseas tax charge relating to the current year 132 – 132 126 – 126 Total tax (see Note 6b) 132 – 132 126 – 126 (b) Factors aecting current tax charge for the year The tax assessed for the year is higher than (2024: lower) the Company’s applicable rate of corporation tax of 25% (2024: 25%). The dierences are explained below: 2025 2024 | Revenue | Capital | | Revenue | Capital | | | --- | --- | --- | --- | --- | --- | | Return | Return | Total | Return | Return | Total | | £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | Net (loss)/return before taxation (570) (6,061) (6,631) (602) 5,324 4,722 Corporation tax at 25.00% (2024: 25.00%) (142) (1,515) (1,657) (151) 1,331 1,180 Eects of: Tax free gain/(loss) on investments – 1,514 1,514 – (1,332) (1,332) Non-taxable income received (222) – (222) (234) – (234) Capital expenses deductible for tax purposes – 1 1 – 1 1 Overseas tax relating to the current year 132 – 132 126 – 126 Double taxation relief expensed (3) – (3) – – – Unutilised management expenses for the year 367 – 367 385 – 385 Total tax charge for the year 132 – 132 126 – 126 Due to the Company’s status as an investment trust and the intention to continue meeting the conditions required to obtain approval in the foreseeable future, the Company has not provided deferred tax on any capital gains and losses arising on the revaluation or disposal of investments. There is an unrecognised deferred tax asset of £6,210,000 (2024: £5,841,000) which relates to unutilised excess expenses. The deferred tax asset would only be recovered if the Company were to generate sucient profits to utilise these expenses. It is considered too uncertain that this will occur and therefore, no deferred tax asset has been recognised. 90 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Report Financial Statements Company Information ## 7. Net (loss)/return per Ordinary share The return per Ordinary share figure is based on the net loss for the year of £6,762,857 (2024: Profit £4,596,536), and on 11,728,907 (2024: 11,918,279) Ordinary shares, being the weighted average number of Ordinary shares in issue during the year. The return per Ordinary share figure detailed above can be further analysed between revenue and capital, as below. | | 2025 £'000 | 2024 £'000 | | --- | --- | --- | | Net revenue loss | (702) | (728) | | Net capital (loss)/return | (6,061) | 5,324 | | **Net total (loss)/return** | **(6,763)** | **4,596** | | Weighted average number of Ordinary shares in issue during the year | 11,728,907 | 11,918,279 | | Revenue loss per Ordinary share | (5.99)p | (6.11)p | | Capital (loss)/return per Ordinary share | (51.67)p | 44.68p | | **Total (loss)/return per Ordinary share** | **(57.66)p** | **38.57p** | ## 8. Investments held as at fair value through profit or loss ### (a) Portfolio investments | | 2025 £'000 | 2024 £'000 | | --- | --- | --- | | Valuation at beginning of year | 165,925 | 159,134 | | Investment holding (losses)/gains at beginning of year | (5,983) | 2,809 | | **Cost at beginning of year** | **159,942** | **161,943** | | Purchases at cost | 56,864 | 42,780 | | Sales at cost | (63,504) | (44,781) | | Cost at end of year | 153,302 | 159,942 | | Investment holding gains at end of year | 2,138 | 5,983 | | **Valuation at end of year** | **155,440** | **165,925** | | Investments listed overseas included above | 155,440 | 165,925 | ### (b) (Losses)/gains on investments | | 2025 £'000 | 2024 £'000 | | --- | --- | --- | | Net losses on sale of investments | (1,333) | (3,401) | | Movement in investment holding (losses)/gains | (3,845) | 8,792 | | **(Losses)/gains on investments** | **(5,178)** | **5,391** | for the year ended 30 June 2025 91 Brown Advisory US Smaller Companies plc # Notes to the Financial Statements continued ## 9. Transaction costs During the year expenses were incurred in acquiring or disposing of investments classified as fair value through profit or loss. These have been expensed through capital and are included within losses (2024: gains) on investments in the Income Statement. The total costs were as follows: | | 2025 £'000 | 2024 £'000 | | --- | --- | --- | | Purchases | 49 | 32 | | Sales | 33 | 34 | | **Total** | **82** | **66** | ## 10. Debtors | | 2025 £'000 | 2024 £'000 | | --- | --- | --- | | Prepayments and accrued income | 26 | 22 | | Dividends receivable | 79 | 57 | | Securities sold awaiting settlement | 350 | – | | | **455** | **79** | ## 11. Cash and cash equivalents | | 2025 £'000 | 2024 £'000 | | --- | --- | --- | | Cash at bank and in hand | 1,133 | 9,722 | | Cash equivalents | 6,837 | – | | | **7,970** | **9,722** | Cash equivalents comprise liquidity holdings in the Blackrock ICS US Treasury Open-Ended Fund and in the GSLN LQ TR US Open-end fund. ## 12. Creditors: amounts falling due within one year | | 2025 £'000 | 2024 £'000 | | --- | --- | --- | | Management fee | 262 | 303 | | Other creditors and accruals | 204 | 123 | | Purchases awaiting settlement | – | 756 | | | **466** | **1,182** | 92 Annual Report and Financial Statements 2025 Strategic Report Governance Report Financial Statements Company Information ## 13. Financial instruments ### Background The Company's financial instruments comprise securities and other investments, cash balances and term loans, debtors and creditors that arise directly from its operations, for example, in respect of sales and purchases of investments awaiting settlement and debtors for accrued income. The numerical disclosures below exclude short-term debtors and creditors which are denominated in sterling and do not incur interest and therefore are not subject to foreign currency risk or interest rate risk. The principal risks the Company faces in its portfolio management activities are: - foreign currency risk - market price risk - interest rate risk - liquidity risk - credit and counterparty risk The Portfolio Manager's policies for managing these risks are summarised below and have been applied throughout the year. ### (a) Foreign currency risk A substantial portion of the financial assets of the Company are denominated in US Dollars with the result that the Statement of Financial Position and Income Statement can be significantly affected by currency movements. The Company normally takes account of this risk when making investment decisions although it could hedge against foreign currency movements affecting the value of the investment portfolio where adverse movements are anticipated. ### Foreign currency sensitivity The principal currency to which the Company was exposed during the year was the US Dollar as all investments are quoted in that currency. The exchange rates applying against sterling at 30 June and the average rates during the year ended 30 June were as follows: | | 2025 | | 2024 | | | --- | --- | --- | --- | --- | | | At 30 June | Average for the year | At 30 June | Average for the year | | US Dollar | 1.3704 | 1.2943 | 1.2641 | 1.2594 | | | **1.3704** | **1.2943** | **1.2641** | **1.2594** | The following tables illustrate the sensitivity of the profit after tax for the year and net assets to exchange rates for sterling against the US Dollar. It assumes the following changes in exchange rates: £/US Dollar +/- 5% (2024: +/- 5%) These percentages have been determined based on market volatility in exchange rates over the previous twelve months. The sensitivity analysis is based on the company's foreign currency financial instruments held at the date of each Statement of Financial Position. for the year ended 30 June 2025 93 Brown Advisory US Smaller Companies plc ## Notes to the Financial Statements continued 13. Financial instruments (continued) If sterling had weakened by 5% (2024: 5%) against the currencies this would have had the following eect on revenue, capital, total return and, accordingly, net assets: 2025 2024 | Impact on | | Impact on | | | Impact on | | Impact on | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | revenue | | capital | | | revenue | | capital | | | | return | | return | Total | | return | | return | Total | | | £’000 | | £’000 | £’000 | | £’000 | | £’000 | £’000 | US Dollar (51) 7,7 72 7,721 (58) 8,296 8,238 (51) 7,772 7,721 (58) 8,296 8,238 If sterling had strengthened by 5% (2024: 5%) against the currencies below this would have had the following eect: 2025 2024 | Impact on | | Impact on | | | Impact on | | Impact on | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | revenue | | capital | | | revenue | | capital | | | | return | | return | Total | | return | | return | Total | | | £’000 | | £’000 | £’000 | | £’000 | | £’000 | £’000 | US Dollar 51 (7,772) (7,721) 58 (8,296) (8,238) 51 (7,772) (7,721) 58 (8,296) (8,238) (b) Market price risk By the very nature of its activities, the Company’s investments are exposed to market price fluctuations. The board reviews and agrees policies for managing this risk. The investment adviser assesses the exposure to market price risk when making each investment decision, and monitors the overall level of market price risk on the whole of the investment portfolio on an ongoing basis. Further information on the investment portfolio and investment policy is set out in the Portfolio Manager’s Review on page [•]. Other price risk sensitivity The following illustrates the sensitivity of the profit after taxation for the year and the total equity to an increase or decrease of 20% (2024: 20%) in the fair value of the Company’s equities. This level of change is considered to be reasonably possible based on observation of market conditions during the year. The sensitivity analysis is based on the Company’s equities at each reporting date, with all other variables held constant. The impact of a 20% increase in the value of investments on the revenue loss for the year to 30 June 2025 is a decrease of £202,000 (2024: £232,000) and on the capital return is an increase of £31,088,000 (2024: £33,185,000). The impact of a 20% fall in the value of investments on the revenue loss for the year to 30 June 2025 is an increase of £202,000 (2024: £232,000) and on the capital return is a decrease of £31,088,000 (2024: £33,185,000). 94 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Report Financial Statements Company Information 13. Financial instruments (continued) (c) Interest rate risk Interest rate movements may aect:  the fair value of investments of fixed interest securities,  the level of income receivable from any floating interest-bearing securities and cash at bank and on deposit, and  the interest payable on floating interest term loans. The financial assets (excluding short-term debtors) consist of: 2025 2024 | Cash flow | | | No | | Cash flow | | | No | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | interest | interest | | | | interest | interest | | | | | rate risk | rate risk | | Total | | rate risk | rate risk | | Total | | | £’000 | £’000 | | £’000 | | £’000 | £’000 | | £’000 | GBP 1,287 – 1,287 2,853 – 2,853 US Dollar 6,683 – 6,683 6,869 – 6,869 7,970 – 7,970 9,722 – 9,722 The floating interest rate risk assets consist of cash deposits at call. The financial liabilities consist of: 2025 2024 | | | Non-interest | | | | | Non-interest | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Fixed rate | | | bearing | Total | Fixed rate | | | bearing | Total | | | £’000 | | £’000 | £’000 | | £’000 | | £’000 | £’000 | US Dollar – 466 466 – 426 426 GBP – – – – 756 756 – 466 466 – 1,182 1,182 (d) Liquidity risk Liquidity risk is not considered significant. All liabilities are payable within three months. The Company’s assets comprise mainly readily realisable securities which can be sold to meet funding requirements if necessary. (e) Credit and counterparty risk Credit risk is the exposure to loss from the failure of a counterparty to deliver securities or cash for acquisitions or disposals of investments or to repay deposits. The Company manages credit risk by using brokers from a database of approved brokers who have undergone due diligence tests by the Portfolio Manager’s Best Execution Committee and by dealing through JPMCB with banks authorised by the Financial Conduct Authority. Any derivative positions are marked to market and exposure to counterparties is monitored on a daily basis by the Portfolio Manager; the Board reviews it on a quarterly basis. The maximum exposure to credit risk at 30 June 2025 was £8,425,000 (2024: £9,801,000). The calculation is based on the Company’s credit exposure as at 30 June 2025 and may not be representative of the year as a whole. (f) Fair value of financial assets and financial liabilities The financial assets and financial liabilities are carried in the Statement of Financial Position at their fair value or the statement amount is a reasonable approximation of fair value (due from brokers, dividends and interest receivable, due to brokers, accruals and cash at bank). for the year ended 30 June 2025 95 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc # Notes to the Financial Statements continued ## 13. Financial instruments (continued) ### Fair Value hierarchy FRS102 – section 34.22 on Financial Instruments requires financial institutions, such as investment trusts, to classify fair value measurements using fair value hierarchy that reflects the significance of the inputs used in making the measurements. The fair value hierarchy shall have the following levels: Level 1 reflects financial instruments quoted in an active market. Level 2 reflects financial instruments whose fair value is evidenced by comparison with other observable current market transactions in the same instrument or based on a valuation technique whose variables includes only data from observable markets. Level 3 reflects financial instruments whose fair value is determined in whole or in part using a valuation technique based on assumptions that are not supported by prices from observable market transactions in the instrument and not based on available observable market data. The financial assets measured at fair value in the Statement of Financial Position are grouped into the fair value hierarchy as follows: | | 2025 | | | | 2024 | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | Level 1 £'000 | Level 2 £'000 | Level 3 £'000 | Total £'000 | | Investments | 155,440 | – | – | 155,440 | 165,925 | – | – | 165,925 | ### (g) Use of derivatives In order to enhance returns, the Company may take short positions (using contracts for difference) in respect of a small number of larger capital securities. There were no derivative positions held at the year end (2024: nil). ## 14. Paid-up share capital | | 2025 | | 2024 | | | --- | --- | --- | --- | --- | | | Number | £'000 | Number | £'000 | | **Ordinary shares of 25p each** | | | | | | Balance brought forward | 11,862,159 | 2,964 | 11,952,159 | 2,987 | | Ordinary shares repurchased into treasury | (328,372) | (82) | (90,000) | (23) | | **Closing balance of Ordinary shares** | **11,533,787** | **2,882** | **11,862,159** | **2,964** | | **Treasury shares** | | | | | | Balance brought forward | 6,361,254 | 1,591 | 6,271,254 | 1,568 | | Repurchase of Ordinary shares into treasury | 328,372 | 82 | 90,000 | 23 | | **Closing balance of Ordinary shares held in treasury** | **6,689,626** | **1,673** | **6,361,254** | **1,591** | | **Total** | | **4,555** | | **4,555** | 328,372 shares were bought back in the year for holding in treasury (2024: 90,000) for a total consideration of £4.38m (2024: £1.20m). 6,689,626 shares were held in Treasury during the year (2024: 6,361,254). Therefore the Company has bought back 2.8% of its shares in the year (2024: 0.8%). 96 Annual Report and Financial Statements 2025 Strategic Report Governance Report Financial Statements Company Information | Since the year end, 82,762 | also been appointed to provide | The appointment of Brown | | --- | --- | --- | | further shares were bought back | company secretarial services to | Advisory and FundRock may be | | for holding in treasury. | the Company. | terminated by not less than six | months’ notice. The reasons for the repurchases Brown Advisory has been of the Company’s shares are appointed to provide portfolio 17. Contingent liabilities and provided in the Chairman’s management services pursuant capital commitments Statement on pages 11 and 12 to a Portfolio Management There were no contingent above. Agreement between the liabilities or capital Company, FundRock and Brown 15. Net asset value per commitments outstanding at Advisory. Ordinary share 30 June 2025 (2024: nil). Up until 31 December 2024 The net asset value per Ordinary the management fee has been share is based on the net calculated at an annual rate of assets attributable to the equity 0.7% on the first £200 million; shareholders of £163,399,000 0.6% of the next £300 million; (2024: £174,544,000) and on and 0.5% thereafter of the 11,533,787 (2024: 11,862,159) Company’s adjusted net assets. Ordinary shares, being the With eect from 1 January 2025, number of Ordinary shares in the revised management fee issue at the year end. has been calculated at an annual | 16. Related parties and | rate of 0.65% on the first £200 | | --- | --- | | transactions with the | million; 0.6% of the next £300 | | Portfolio Manager and the | million; and 0.5% thereafter of | | AIFM | the Company’s adjusted net | assets. Directors The management fee is payable There are no transactions by the Company to FundRock, with the Directors other than who shall deduct from the aggregated remuneration management fee the amounts for services as Directors as due to it as AIFM and for disclosed in the Directors’ company secretarial services Remuneration Report on page and shall pay the balance to 64 and as set out in Note 5 to Brown Advisory. the Financial Statements on | page 89 and the beneficial | The management fee is | | --- | --- | | interests of the Directors in the | calculated and payable on a | | Ordinary shares of the company | quarterly basis. | as disclosed on page 67. The management fee payable to FundRock for the period from Transactions with the Portfolio 1 July 2024 to 30 June 2025 Manager and the AIFM was £1,152,000 (payable to FundRock Partners Limited FundRock for the period from (FundRock) has been appointed 1 July 2023 to 30 June 2024: as AIFM to the Company £1,222,000) with £262,000 pursuant to an Alternative outstanding as at 30 June 2025 Investment Fund Management (2024: £303,000). Agreement between FundRock and the Company. FundRock has for the year ended 30 June 2025 97 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc 98 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 10 Black Line Level: 0 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Report Company InformationFinancial Statements ## Company Information for the year ended 30 June 2025 99 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc # Glossary of Terms including Alternative Performance Measures ## Alternative performance measures The European Securities and Markets Authority (ESMA) published its guidelines on Alternative Performance Measures (APMs). APMs are defined as being a 'financial measure of historical or future financial performance, financial position, or cash flows, other than a financial measure defined or specified in the applicable accounting framework.' The guidelines are aimed at promoting the usefulness and transparency of APMs included in regulated information and aim to improve comparability, reliability and/or comprehensibility of APMs. The following APMs are used throughout the Annual Report, Financial Statements and Notes to the Financial Statements. ### Benchmark total return index A total return index is a type of equity performance index that tracks both the capital gains of a group of stocks over time, and assumes that any cash distributions, such as dividends, are reinvested back into the index. ### Discount* The amount, expressed as a percentage, by which the share price is less than the net asset value per share. At 30 June 2025 the share price was 1,270p and the net asset value per share (cum income) was 1,416.7p, the discount therefore being 10.4%. ### Discount management Discount management is the process of the buy-back and issue of company shares by the company, to and from its own holding or 'Treasury' with the intention of managing any imbalance between supply and demand for the company's shares and thereby the market price. The aim is to ensure that, in normal market conditions, the market price of a company's shares will not materially vary from its NAV per share. The authority to repurchase a company's shares is voted upon by the shareholders of a company at each annual general meeting. ### Gearing* Gearing is the borrowing of cash to buy more assets for the portfolio with the aim of making a gain on those assets larger than the cost of the loan. However, if the portfolio does not perform well, the gain might not cover the costs. The more an investment company gears, the higher the risk. Gearing is defined as the ratio of a company's debt less cash held, where debt exceeds cash, compared to its net assets, expressed as a percentage. ### Mid-market price The mid-market price is the mid-point between the buy and the sell prices. ### NAV per share The net asset value ('NAV') is the value of the investment company's assets less its liabilities. The NAV per share is the NAV divided by the number of shares in issue. The difference between the NAV per share and the share price is known as the discount or premium. As at 30 June 2025, the net asset value per share was 1,416.7p. * Alternative performance measure. 100 Annual Report and Financial Statements 2025 Strategic Report Governance Report Financial Statements Company Information ## Ongoing charges* Ongoing charges are the total expenses including both the portfolio management fee and other costs, but excluding finance costs (if applicable), as a percentage of the average NAV over the financial year. The calculation of the ongoing charges is provided below. | | 2025 £'000 | 2024 £'000 | | --- | --- | --- | | Management fee | 1,152 | 1,222 | | Other expenses | 605 | 578 | | **Total expenses (excluding finance costs)** | **1,757** | **1,800** | | Average net assets | 174,422 | 171,122 | | Ongoing charges % | 1.01 | 1.05 | ## Premium* The amount, expressed as a percentage, by which the share price is more than the net asset value per share. ## PRIIPS Key Information Documents Since 1 January 2018 there has been a requirement of the Packaged Retail and Insurance – based Investment Products (PRIIPs) to provide investors with a Key Information Document (KID) which includes performance projections which are the product of prescribed calculations based on the Company's past performance. The content and format of the KID cannot be amended under the applicable EU regulations. The AIC has stated that these documents are potentially misleading for shareholders and since 1 January 2023, preparers of the PRIIPs and KIDs have been required to publish a KID in accordance with updated rules. These were introduced by the FCA as set out in PS22/2: PRIIPs – Final scope rules and amendments and changes made to the Regulatory Technical Standards (RTS). The Board is strongly of the view that these projections are not an appropriate or helpful way to assess the Company's future prospects. Accordingly, the Board urges shareholders to consider the more complete information set out in both the Company's half yearly financial report and Annual Report and Financial Statements, together with the monthly factsheets, and daily NAV announcements, when considering an investment in the Company's shares. These documents are available on the Company website at: www.brownadvisory.com/basc ## Treasury shares Treasury shares are the part of the issued share capital that is held by the Company. They do not rank for dividends and do not have voting rights. The Company uses Treasury shares for discount management purposes as described above and in more detail in the Strategic Report on page 34 and in the Report of the Directors 'Repurchase of Shares' on page 49. * Alternative performance measure. for the year ended 30 June 2025 101 Brown Advisory US Smaller Companies plc ## Notice of Annual General Meeting | This Notice of Meeting is an | 6. That Mr S White be re- | | make an oer or agreement | | --- | --- | --- | --- | | important document. If you | | elected as a Director of the | which would or might | | are in any doubt as to what | | Company. | require shares to be allotted | | action to take, you should | | | after such expiry and the | 7. That HaysMac LLP be re- consult an appropriate Directors may allot shares in appointed as Auditor of the independent adviser. pursuance of such an oer or Company. agreement as if the authority Notice is hereby given that 8. That the Directors be hereby conferred had not the Annual General Meeting authorised to agree the expired. of Brown Advisory US Smaller remuneration of the Auditor. Companies PLC will be held at Special Resolutions: the oces of Brown Advisory Special Business 10. That the Directors of the LLC, 18 Hanover Square, London To consider, and if thought fit, to Company be and are hereby W1S 1JY on 10 November 2025 pass Resolution 9 as an Ordinary granted power pursuant to at 2:00 p.m. for the following Resolution and Resolutions 10 to Section 570 and/or Section purposes: 12 as Special Resolutions: 573 of the Companies Act 2006 (‘the Act’) to allot Ordinary Business Ordinary Resolutions: equity securities (within the To consider and, if thought fit, 9. That the Directors of the meaning of Section 560 pass the following as Ordinary Company be and are hereby of the Act) for cash either Resolutions: generally and unconditionally pursuant to the authority 1. That the Report of the authorised for the purposes conferred by Resolution 9 or Directors and the audited of Section 551 of the by way of a sale of Treasury Financial Statements of the Companies Act 2006 shares, as if Section 561 of Company for the year ended (‘the Act’), in substitution the Act did not apply to any 30 June 2025 be received for and to the exclusion of such allotment, provided that and adopted. any outstanding authority this power shall be limited to: previously conferred on the 2. That the Directors’ (a) the allotment of equity Directors under Section 551 Remuneration Report for the securities up to an of the Act, to allot shares in year ended 30 June 2025 be aggregate nominal the capital of the Company approved. amount of £287,055 (‘shares’) up to a maximum (being 10% of the 3. That Ms R Beechey be aggregate nominal Company’s issued re-elected as a Director of amount of approximately share capital (excluding the Company. £287,055 (being 10% of the Treasury shares)); and Company’s issued share 4. That Mr J Judd be re-elected capital (excluding Treasury as a Director of the Company. shares)) provided that this 5. That Ms J Routledge be authority shall expire at the re-elected as a Director of conclusion of the Annual the Company. General Meeting of the Company to be held in 2026 save that the Company may, before such expiry, 102 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Report Company InformationFinancial Statements | (b) in addition to the | | 11. That the Company be and is | | which such share is | | --- | --- | --- | --- | --- | | | authority referred to in | | generally and unconditionally | purchased; and | | | (a) above, in connection | | authorised in accordance | | (ii) the higher of the with an oer of equity with Section 701 of the price of the last securities by way of a Companies Act 2006 (the independent trade and rights issue or open oer ‘Act’) to make one or more the highest current to Ordinary shareholders market purchases (within the independent bid as in proportion as nearly meaning of Section 693 of stipulated by Article as may be practicable the Act) of Ordinary shares 5(1) of Commission to their existing holdings provided that: Regulation EC 22 subject to such limits (a) the maximum number December 2003 or restrictions or of shares that may be implementing the other arrangements purchased is 1,835,990 Market Abuse as the Directors may Ordinary shares, being Directive as regards deem necessary or 14.99% of the issued exemptions for buy- expedient to deal with number of shares back programmes and any Treasury shares, (excluding Treasury stabilisation of financial fractional entitlements shares) at the date of instruments (No. or securities represented this document or, if 2273/2003); and by depositary receipts, lower, such number (d) unless renewed, this record dates, legal, as is equal to 14.99% authority shall expire regulatory or practical of the issued number at the conclusion problems in, or under of shares (excluding of the next Annual the laws or requirements Treasury shares) at General Meeting of the of, any territory or the the date of passing the Company to be held requirements of any resolution; in 2026 save that the regulatory body or stock (b) the minimum price Company may, prior to exchange or any other which may be paid such expiry, enter into matter, and provided shall be each of their a contract to purchase that this authority shall respective nominal shares which will or expire at the conclusion values; may be completed or of the Annual General executed wholly or Meeting of the Company (c) the maximum price partly after such expiry. to be held in 2026 save (excluding the expenses that the Company of such purchase) which 12. That a General Meeting other may, before such may be paid for each than an Annual General expiry, make an oer Ordinary share is the Meeting may be called on or agreement which higher of: not less than 14 clear days’ would or might require notice. (i) 105% of the average equity securities to be middle market By Order of the Board allotted after such expiry quotations for such FundRock Partners Limited and the Directors may Ordinary share taken Company Secretary allot equity securities in from the London Stock pursuance of such an 29 September 2025 Exchange Daily Ocial oer or agreement as List for the five business if the authority hereby days immediately conferred had not preceding the day on expired. for the year ended 30 June 2025 103 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Notes for the Annual General Meeting | 1. A Member entitled to attend | | shareholders AGM (and for the | 10 November 2025 and any | | --- | --- | --- | --- | | | and vote may appoint a proxy | purpose of the determination | adjournment(s) thereof by using | | | or proxies to attend, speak | by the Company of the number | the procedures described in | | | and vote instead of him or | of votes they may cast), | the CREST Manual. CREST | | | her. A proxy need not be a | Members must be entered | Personal Members or other | | | member of the Company. | on the Company’s Register | CREST sponsored members, | | | A form of proxy is enclosed | of Members at 2:00 p.m. | and those CREST members | | | which, if used, must be lodged | on 6 November 2025. If the | who have appointed a voting | | | at the Company’s Registrars, | meeting is adjourned then, to | service provider(s), should refer | | | Computershare Investor | be so entitled, Members must | to their CREST sponsor or voting | | | Services PLC, The Pavilions, | be entered on the Company’s | service provider(s), who will be | | | Bridgwater Road, Bristol BS99 | Register of Members at the | able to take the appropriate | | | 6ZY not less than forty-eight | time which is 48 hours before | action on their behalf. | | | hours before the meeting. | the time fixed for the adjourned | | 7. In order for a proxy Alternatively you can appoint a meeting or, if the Company appointment or instruction proxy electronically by visiting gives notice of the adjourned made using the CREST service www.eproxyappointment.com. meeting, at the time specified in to be valid, the appropriate You will be asked to enter that notice. CREST message (a ‘CREST the Control Number, the 3. As at 25 September 2025 Proxy Instruction’) must be Shareholder Reference Number (being the latest practicable properly authenticated in and PIN which are printed on date prior to the publication accordance with CRESTCo’s the form of proxy or contained of this notice) the Company’s specifications and must contain within the email sent to you. To issued share capital was the information required for appoint more than one proxy 18,223,413 Ordinary shares such instructions, as described you may photocopy this form. | | | and the total voting rights were | in the CREST Manual. The | | --- | --- | --- | --- | | You may appoint a person other | | 11,446,025. | message, regardless of whether | | | than the Chairman as your | | it constitutes the appointment | 4. The vote ‘Withheld’ is provided proxy. Please indicate the proxy of a proxy or an amendment to enable you to abstain on any holder’s name and the number to the instruction given to a particular resolution. However, of shares in relation to which previously appointed proxy it should be noted that a they are authorised to act as must, in order to be valid, ‘Withheld’ vote is not a vote in your proxy (which, in aggregate, be transmitted so as to be law and will not be counted in should not exceed the number received by the Company’s the calculation of the proportion of shares held by you). Please agent ID (3RA50) by the latest of the votes ‘For’ and ‘Against’ a also indicate if the proxy time(s) for receipt of proxy resolution. instruction is one of multiple appointments specified in the 5. The completion and return of instructions being given. All Notice of Meeting. this form will not preclude a forms must be signed and For this purpose, the time Member from attending the should be returned together in of receipt will be taken to be meeting and voting in person. the same envelope. the time (as determined by 6. CREST members who wish 2. Pursuant to Regulation 41 of the timestamp applied to to appoint a proxy or proxies the Uncertificated Securities the message by the CREST through the CREST electronic Regulations 2001, the Company Applications Host) from proxy appointment service specifies that to be entitled which the Company’s agent is may do so for the Annual to attend and vote at the able to retrieve the message General Meeting to be held on 104 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Report Company InformationFinancial Statements | by enquiry to CREST in the | Proxy Instruction in the | 8. If you have disposed of your | | | --- | --- | --- | --- | | manner prescribed by CREST. | circumstances set out in | | holding in the Company this | | After this time any change | Regulation 35(5)(a) of the | | document should be passed | | of instructions to proxies | Uncertificated Securities | | on to the person through | | appointed through CREST | Regulations 2001. | | whom the sale or transfer was | | should be communicated to | | | eected for transmission to the | Any corporation which is a the appointee through other purchaser or transferee. Member can appoint one or means. | | | more corporate representatives | 9. Any person to whom this | | | --- | --- | --- | --- | --- | | CREST members and, where | | who may exercise on its | | Notice is sent who is a person | | | applicable, their CREST | behalf all of its powers as a | | nominated under Section 146 | | | sponsors or voting service | Member provided that, if it | | of the Companies Act 2006 | | | providers should note that | is appointing more than one | | to enjoy information rights (a | | | CRESTCo does not make | corporate representative, it | | Nominated Person) may, under | | | available special procedures | does not do so in relation to the | | an agreement between him/ | | | in CREST for any particular | same shares. It is therefore no | | her and the shareholder by | | | messages. Normal system | longer necessary to nominate | | whom he/she was nominated, | | | timings and limitations will | a designated corporate | | have a right to be appointed | | | therefore apply in relation | representative. Representatives | | (or to have someone else | | | to the input of CREST | should bring to the meeting | | appointed) as a proxy for the | | | Proxy Instructions. It is the | evidence of their appointment, | | Meeting. If a Nominated Person | | | responsibility of the CREST | including any authority under | | has no such proxy appointment | | | member concerned to take | which it is signed. | | right or does not wish to | | | (or, if the CREST member is | | | exercise it, he/she may, under | If you are an institutional a CREST personal member any such agreement, have a investor you may be able to or sponsored member or has right to give instructions to the appoint a proxy electronically appointed a voting service shareholder as to the exercise via the Proxymity platform, provider(s), to procure that of voting rights. a process which has been his CREST sponsor or voting agreed by the Company and 10. A copy of the Notices of service provider(s) take(s)) approved by the Registrar. For Meetings and other information such action as shall be further information regarding required by section 311A of the necessary to ensure that a Proxymity, please go to www. Companies Act 2006, can be message is transmitted by proxymity.io. Your proxy must found at www.brownadvisory. means of the CREST system be lodged by 2:00 p.m. on com/basc. by any particular time. In this 6 November 2025 in order to connection, CREST members be considered valid. Before and, where applicable, you can appoint a proxy via their CREST sponsors or this process you will need to voting service providers are have agreed to Proxymity’s referred, in particular, to those associated terms and sections of the CREST Manual conditions. It is important that concerning practical limitations you read these carefully as of the CREST system and you will be bound by them and timings. they will govern the electronic The Company may appointment of your proxy. treat as invalid a CREST for the year ended 30 June 2025 105 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Notes for the Annual General Meeting continued | 11. Pursuant to Section 319A of | | hard copy or electronic form, | cover any costs incurred | | --- | --- | --- | --- | | | the Companies Act 2006, | must identify the resolution | in complying with Section | | | the Company must cause | of which notice is to be given | 527 or 528 and is required | | | to be answered at the AGM | or the matter to be included | to forward any statement | | | any question relating to the | in the business, must be | placed on a website to the | | | business being dealt with at the | accompanied by a statement | Company’s auditor not | | | AGM which is put by a Member | setting out the grounds for the | later than the time when | | | attending the Meeting except | request, must be authenticated | it makes the statement | | | in certain circumstances, | by the person(s) making it | on the website. | | | including if it is undesirable in | and must be received by the | | The business which may be the interests of the Company Company not later than the dealt with at the meeting or the good order of the date that is six clear weeks includes any statements Meeting or if it would involve before the Meeting, and (in the that the Company has been the disclosure of confidential case of a matter to be included required under Section 527 information. in the business only) must be of the Act to publish on a accompanied by a statement 12. Under Sections 338 and 338A website. setting out the grounds for the of the 2006 Act, Members 14. Shareholders are advised that, request. meeting the threshold unless otherwise stated, any requirements in those sections 13. Under Section 527 of the Act, telephone number, website have the right to require shareholders meeting the and email address set out in the Company: (i) to give, to threshold requirement set this Notice of Meeting, Form of Members of the Company out in that section have the Proxy, or Annual Report should entitled to receive notice of the right to require the Company not be used for the purpose Meeting, notice of a resolution to publish on a website a of serving information on the which those Members intend to statement setting out any Company (including the service move (and which may properly matter relating to: of documents or information be moved) at the Meeting; (i) The audit of the Company’s relating to the proceedings and/or (ii) to include in the Financial Statements at the Company’s AGM). business to be dealt with at the (including the auditor’s Meeting any matter (other than report and the conduct of a proposed resolution) which the audit) that are to be may properly be included in laid before the meeting; the business at the Meeting. or (ii) any circumstances A resolution may properly be connected with the auditor moved, or a matter properly of the Company ceasing included in the business unless: to hold oce since the (a) (in the case of a resolution previous AGM at which only) it would, if passed, be the annual financial ineective (whether by reason statements and reports of any inconsistency with any were laid in accordance enactment or the Company’s with Section 437 of the Act. constitution or otherwise); The Company may not (b) it is defamatory of any require the shareholders person; or (c) it is frivolous or requesting any such vexatious. A request made website publication to pursuant to this right may be in 106 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Strategic Report Governance Report Financial Statements Company Information # Investor Information ## Performance Updates The Company publishes a monthly factsheet which contains key information about its performance, investment portfolio and pricing. The factsheets, together with electronic copies of the most recent full and interim reports and financial statements, are available for download from www.brownadvisory.com/basc. Should you wish to be added to an email distribution list for future editions of the monthly factsheet, please send an email to InvestmentTrustEnquiries@brownadvisory.com. For investors who do not have access to the internet, these documents are also available on request from Brown Advisory's Client Services Team on +44 (0)20 3301 8130. Further information about the Company is also available from third party websites such as www.morningstar.co.uk and www.theaic.co.uk ## Retail distribution of non-mainstream products The Company currently conducts its affairs so that its shares can be recommended by Independent Financial Advisers to ordinary retail investors in accordance with the FCA's rules in relation to non-mainstream investment products and intends to continue to do so for the foreseeable future. The Company's Ordinary shares are excluded from the FCA's restrictions which apply to non-mainstream investment products because they are Ordinary shares in an investment trust. ## ISA Qualification The Company currently manages its affairs so as to be a qualifying investment trust under the Individual Savings Account ('ISA') rules. As a result, under current UK legislation, the Ordinary shares qualify for investment via the stocks and shares component of an ISA up to the full annual subscription limit, currently £20,000 (2025/26) in each tax year. It is the present intention that the Company will conduct its affairs so as to continue to qualify for ISA products. ## Dividend Tax Allowance With effect from 6 April 2016 the dividend tax credit was replaced by an annual tax-free dividend allowance. Dividend income in excess of this allowance will be taxed according to your personal income tax bracket. The Company's Registrar will continue to provide shareholders with confirmation of dividends paid; shareholders should retain such confirmations to enable them to calculate and report total dividend income received. Shareholders should note that it is their sole responsibility to report any dividend income in excess of their annual tax-free allowance to HMRC. Further information on changes to dividend tax allowance can be obtained from the HMRC website at: www.gov.uk/tax-on-dividends ## Changes to our Data Privacy Notice We have updated our Privacy Notice to align with the new data privacy law in the European Union, known as the General Data Protection Regulation (GDPR) to which we are subject. Data protection and the security of your information has always been, and remains, important to us. Any information concerning Shareholders and other related natural persons (together the Data Subjects) provided to, or collected by or on behalf of, Brown Advisory LLC and/or FundRock Partners Limited (the Controllers) (directly from Data Subjects or from publicly available sources) may be processed by the Controllers as joint controllers, in compliance with the GDPR. for the year ended 30 June 2025 107 Brown Advisory US Smaller Companies plc # Investor Information continued You are not required to take any action in respect of this notice, but we encourage you to read our Privacy Notice. Our Privacy Notice can be found on our website, www.brownadvisory.com/basc. In the event that you hold your shares as a nominee, we request that you promptly pass on the details of where to find our Privacy Notice to the underlying investors and/or the beneficial owners. ### Managing your account online The Company's registrar, Computershare Investor Services PLC, allows you to manage your shareholding online. If you are a direct investor, you can view your shareholding, change the way the registrar communicates with you and buy and sell shares. If you haven't used this service before, you can enter the name of the Company and register your account at https://www-uk.computershare.com/investor. You'll need your Investor code (IVC) printed on your share certificate in order to register. Computershare's contact details are as follows: Computershare Investor Services PLC The Pavilions Bridgwater Road BRISTOL BS99 6ZZ Telephone: +44 (0)370 889 4089 * Calls to this number are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open from 09:00 a.m. – 17:30 p.m. Monday to Friday. 108 Annual Report and Financial Statements 2025 Strategic Report Governance Report Company InformationFinancial Statements ## Important Risk Warnings Advice to shareholders You can avoid investment If you are suspicious, report it. scams by: | In recent years investment | |  You can report the firm | | --- | --- | --- | | related scams have become |  Rejecting unexpected oers | or scam to the FCA by | | increasingly sophisticated and | – Scammers usually cold call | contacting their Consumer | | dicult to spot. We are therefore | but contact can also come by | Helpline on 0800 111 6768 | | warning all our shareholders | email, post, word of mouth | or using their online reporting | | to be cautious so that they can | or at a seminar. If you have | form. | | protect themselves and spot the | been oered an investment | |  If you have lost money in a warning signs. out of the blue, chances are scam, contact Action Fraud it’s a high-risk investment or Fraudsters will often: on 0300 123 2040 or visit a scam. www.actionfraud.police.uk  contact you out of the blue  Checking the FCA Warning For further helpful information  apply pressure to invest List – Use the FCA Warning about investment scams and quickly List to check the risks of a how to avoid them please visit  downplay the risks to your potential investment. You www.fca.org.uk/scamsmart money can also search to see if the firm is known to be  promise tempting returns operating without proper FCA that sound too good to be authorisation. true  Getting impartial advice –  say that they are only making Before investing get impartial the oer available to you advice and don’t use an  ask you to not tell anyone else adviser from the firm that about it contacted you. for the year ended 30 June 2025 109 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies plc ## Company Information Directors Stephen White, Chairman Website www.investorcentre.co.uk Ruth Beechey Company 02781968 Jasper Judd Registration Registered in England & Wales Jane Routledge Number An investment company under s.833 of the Companies Act Registered 4th Floor, 140 Aldersgate 2006 | Oce | Street, London EC1A 4HY | | | | --- | --- | --- | --- | | | | Investor | The Ordinary shares of the | | Portfolio | Brown Advisory LLC | | | | | | Codes | Company are traded on the | | Manager | 901 South Bond Street, | | | London Stock Exchange. Suite 400, Baltimore, Maryland 21231 United States Sedol 0346340 Number Alternative FundRock Partners Limited Ordinary Investment Hamilton Centre, Rodney Way, shares Fund Chelmsford, Essex CM1 3BY Manager ISIN GB0003463402 Authorised and regulated (AIFM) Number by the Financial Conduct Ordinary Authority shares Company FundRock Partners Limited Ticker BASC Secretary Hamilton Centre, Rodney Way, Ordinary Chelmsford, Essex CM1 3BY shares | Registered | HaysMac LLP | | | --- | --- | --- | | Auditor | 10 Queen Street Place, | | | | London, EC4R 1AG | The Company | is a member of: Telephone +44 (0)20 3994 7129 Website www.brownadvisory.com/basc Email InvestmentTrustEnquiries@ brownadvisory.com Custodian J.P. Morgan Chase Bank N.A 25 Bank Street, Canary Wharf, London E14 5JP Depositary J.P.Morgan Europe Limited 25 Bank Street, Canary Wharf, London E15 5JP Registrars Computershare Investor Services PLC The Pavilions, Bridgwater Road, B ristol BS99 6ZZ Telephone 0370 889 4089 110 Annual Report and Financial Statements 2025 Job No: 101316 Proof Event: 20 Black Line Level: 4 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Job No: 000000 Proof Event: 1 Black Line Level: 0 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600 Brown Advisory US Smaller Companies PLC Annual Report and Financial Statements for the year ended 30 June 2025 ### Brown Advisory US Smaller Companies PLC 4th Floor 140 Aldersgate Street London EC1A 4HY Job No: 000000 Proof Event: 1 Black Line Level: 0 Park Communications Ltd Alpine Way London E6 6LA Customer: Brown Advisory Project Title: Annual Report 2025 T: 0207 055 6500 F: 020 7055 6600