Schedule 13G/A: Brown Advisory Discloses 91.9% Stake in ETF (CUSIP 00775Y272)
Rhea-AI Filing Summary
Schedule 13G/A filed for Advisors' Inner Circle Fund III reports that Brown Advisory Inc and affiliated entities disclose collective beneficial ownership of the Brown Advisory Sustainable Growth ETF (CUSIP 00775Y272). The filing shows Brown Advisory Inc beneficially owns 19,035,751 shares, representing 91.9% of the class. Subsidiaries listed include Brown Investment Advisory & Trust Co (1,200,146 shares, 5.8%) and Brown Advisory LLC (17,492,867 shares, 84.5%), with Signature Financial Management, Inc. holding 342,738 shares (1.7%). Voting and dispositive power breakdowns are provided: Brown Advisory Inc reports 18,755,315 shares of sole voting power and 18,883,753 shares of shared dispositive power. The filing states these securities are held by investment companies and managed accounts of Brown Advisory subsidiaries and were acquired in the ordinary course of business.
Positive
- The filing discloses clear, specific ownership figures for each reporting entity, improving transparency
- Brown Advisory entities report holdings were acquired and are held in the ordinary course of business, per certification
Negative
- Extremely high ownership concentration: reporting persons collectively hold 91.9% of the class, leaving limited public float
- Centralized voting power: Brown Advisory Inc reports 18,755,315 shares of sole voting power, indicating limited independent shareholder influence
Insights
TL;DR Ownership is highly concentrated: a single advisory group controls the vast majority of ETF shares, reducing public float and liquidity.
The filing documents that Brown Advisory Inc and its subsidiaries collectively hold 91.9% of the Brown Advisory Sustainable Growth ETF by beneficial ownership. From an investor-liquidity perspective, this level of concentration materially reduces the free float available to other market participants and can increase price sensitivity to transactions by the group. The breakdown shows most voting power resides with Brown Advisory entities, indicating centralized decision-making over votes tied to the ETF shares. The filing also clarifies holdings are in managed accounts and investment companies, and that positions were acquired in the ordinary course of business.
TL;DR Governance influence is concentrated within Brown Advisory group, which may affect shareholder representation and voting dynamics.
The report shows Brown Advisory Inc (and its subsidiaries) controlling 91.9% of the class, with explicit sole voting power figures for each reporting entity. Such concentration implies the reporting group effectively controls shareholder votes tied to this ETF class, reducing the influence of unaffiliated holders. The filing asserts holdings arise from managed accounts and investment companies, not from an intent to change control, and includes the required certification attesting ordinary-course acquisition.