-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SRIjtcrJ6ARgCb1quUr84V8N/cW2vjL//ASNF+kiCqKMK/+GJgGTNC9/yj4sBRtf OTGnkeF0hqS84P3FIJfyHA== 0001003715-03-000151.txt : 20030904 0001003715-03-000151.hdr.sgml : 20030904 20030904141536 ACCESSION NUMBER: 0001003715-03-000151 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20030630 FILED AS OF DATE: 20030904 EFFECTIVENESS DATE: 20030904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BBH TRUST CENTRAL INDEX KEY: 0000722575 IRS NUMBER: 136827557 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-03779 FILM NUMBER: 03881139 BUSINESS ADDRESS: STREET 1: 6TH ST JAMES AVE STREET 2: C/O SIGNATURE FINANCIAL GROUP CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6174230800 FORMER COMPANY: FORMER CONFORMED NAME: 59 WALL STREET TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIFTY NINE WALL STREET FUND DATE OF NAME CHANGE: 19890817 N-CSR 1 trustncsr.txt BBH TRUST 6-30-03 NCSR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM N-CSR CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES Investment Company Act file number 811-3779 - -------------------------------------------------------------------------------- BBH TRUST - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) 40 Water Street, Boston, Massachusetts 02109 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Michael D. Martins Brown Brothers Harriman and Co. 140 Broadway New York, New York 10005-1011 - -------------------------------------------------------------------------------- (Name and address of agents for service) Registrant's telephone number, including area code: (800) 575-1265 - -------------------------------------------------------------------------------- Date of fiscal year end: June 30, 2003 - -------------------------------------------------------------------------------- Date of reporting period: June 30, 2003 - -------------------------------------------------------------------------------- ITEM 1. REPORTS TO STOCKHOLDERS. [BROWN BROTHERS HARRIMAN LOGO] ANNUAL REPORT JUNE 30, 2003 BBH MONEY MARKET FUND BBH MONEY MARKET FUND STATEMENT OF ASSETS AND LIABILITIES June 30, 2003 ASSETS: Investment in BBH U.S. Money Market Portfolio (the "Portfolio"), at value $ 1,459,097,733 ---------------- TOTAL ASSETS 1,459,097,733 ---------------- LIABILITIES: Payables for: Shareholder services/eligible institution fees 291,304 Administrative fees 110,696 Dividends declared 44,655 Professional fees 16,820 Board of Trustees' fees 7,087 Accounting fees 1,333 Accrued expenses and other liabilities 39,017 ---------------- TOTAL LIABILITIES 510,912 ---------------- NET ASSETS, for 1,458,586,821 fund shares outstanding $ 1,458,586,821 ================ Net Assets Consist of: Paid-in capital $ 1,458,586,821 ================ NET ASSET VALUE AND OFFERING PRICE PER SHARE $ 1.00 ================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2 BBH MONEY MARKET FUND STATEMENT OF OPERATIONS For the year ended June 30, 2003 INVESTMENT INCOME: Interest income allocated from Portfolio $ 22,656,624 Expenses allocated from Portfolio (2,246,590) ---------------- NET INVESTMENT INCOME ALLOCATED FROM PORTFOLIO 20,410,034 ---------------- EXPENSES: Shareholder services/eligible institution fees 3,623,838 Administrative fees 1,377,058 Professional fees 60,325 Board of Trustees' fees 35,362 Accounting fees 8,000 Miscellaneous expenses 135,630 ---------------- TOTAL EXPENSES 5,240,213 ---------------- NET INVESTMENT INCOME $ 15,169,821 ================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 3 BBH MONEY MARKET FUND STATEMENT OF CHANGES IN NET ASSETS
FOR THE FOR THE YEAR ENDED YEAR ENDED JUNE 30, 2003 JUNE 30, 2002 ------------------ ------------------ INCREASE (DECREASE) IN NET ASSETS: From Operations: Net investment income $ 15,169,821 $ 31,475,467 Dividends declared from net investment income (15,169,821) (31,475,467) ------------------ ------------------ From Fund Share (Principal) Transactions at Net Asset Value of $1.00 per share: Fund shares sold 4,457,583,656 5,054,376,502 Fund shares issued in reinvestment of dividends 7,624,344 16,446,719 Fund shares repurchased (4,388,558,011) (5,138,628,655) ------------------ ------------------ Net increase (decrease) in net assets resulting from fund share transactions 76,649,989 (67,805,434) NET ASSETS: Beginning of year 1,381,936,832 1,449,742,266 ------------------ ------------------ END OF YEAR $ 1,458,586,821 $ 1,381,936,832 ================== ==================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 4 BBH MONEY MARKET FUND FINANCIAL HIGHLIGHTS Selected per share data and ratios for a share outstanding throughout each year
FOR THE YEARS ENDED JUNE 30, ----------------------------------------------------------------------------- 2003 2002 2001 2000 1999 ------------- ------------- ------------- ------------- ------------- Net asset value, beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 Income from investment operations: Net investment income 0.01 0.02 0.05 0.05 0.05 Dividends to shareholders from net investment income (0.01) (0.02) (0.05) (0.05) (0.05) ------------- ------------- ------------- ------------- ------------- Net asset value, end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ============= ============= ============= ============= ============= Total return 1.06% 2.10% 5.57% 5.36% 4.77% Ratios/Supplemental Data(1): Net assets, end of year (000's omitted) $ 1,458,587 $ 1,381,937 $ 1,449,742 $ 1,421,982 $ 1,074,741 Ratio of expenses to average net assets 0.52% 0.51% 0.52% 0.53% 0.53% Ratio of net investment income to average net assets 1.05% 2.08% 5.43% 5.29% 4.66%
- ---------- (1) Ratios include the Fund's share of Portfolio income, expenses paid by the Portfolio and the expense offset arrangement, as approriate. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 5 BBH MONEY MARKET FUND NOTES TO FINANCIAL STATEMENTS June 30, 2003 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. BBH Money Market Fund (the "Fund") is a separate, diversified series of BBH Trust (the "Trust") which is registered under the Investment Company Act of 1940, as amended. The Trust is an open-end management investment company organized as a Massachusetts business trust on June 7, 1983. The Fund commenced operations on December 12, 1983. The Declaration of Trust permits the Trustees to create an unlimited number of series, each of which may issue a separate class of shares. The Trustees have authorized the issuance of an unlimited number of shares of the Fund. At June 30, 2003, there were four series of the Trust. The Fund invests all of its investable assets in the BBH U.S. Money Market Portfolio (the "Portfolio"), a diversified, open-end management investment company having the same investment objectives as the Fund. The value of such investment reflects the Fund's proportionate interest in the net assets of the Portfolio (approximately 43% at June 30, 2003). The performance of the Fund is directly affected by the performance of the Portfolio. The financial statements of the Portfolio, including the portfolio of investments, are included elsewhere in this report and should be read in connection with the Fund's financial statements. The Fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements and are based, in part, on the following accounting policies. Actual results could differ from those estimates. A. VALUATION OF INVESTMENTS. The Fund records its investments in the Portfolio at fair value. Valuation of investments in the Portfolio is discussed in Note 1 of the Portfolio's Notes to Financial Statements which are included elsewhere in this report. B. INTEREST INCOME AND EXPENSES. The Fund records its share of the Portfolio's income and expenses each day. In addition, the Fund accrues its own expenses. C. FEDERAL INCOME TAXES. Each series of the Trust is treated as a separate entity for federal income tax purposes. It is the Fund's policy to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required. D. DIVIDENDS AND DISTRIBUTIONS. Dividends from net investment income are declared daily and paid monthly to shareholders. 2. TRANSACTIONS WITH AFFILIATES. ADMINISTRATIVE FEES. The Trust has an administration agreement with Brown Brothers Harriman Trust Company, LLC ("BBHTC") for which BBHTC receives a fee from the Fund calculated daily and paid monthly at an annual rate equivalent to 0.095% of the Fund's average daily net assets. BBHTC has a subadministration services agreement with Federated Services Company ("FSC") for which FSC receives compensation paid by BBHTC. For the year ended June 30, 2003, the Fund incurred $1,377,058 for administrative services. 6 SHAREHOLDER SERVICING/ELIGIBLE INSTITUTION AGREEMENT. The Trust has a shareholder servicing agreement and an eligible institution agreement with Brown Brothers Harriman ("BBH") for which BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate equivalent to 0.25% of the Fund's average daily net assets. For the year ended June 30, 2003, the Fund incurred $3,623,838 for shareholder servicing/eligible institution services. BOARD OF TRUSTEES' FEES. Each Trustee receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the year ended June 30, 2003, the Fund incurred $35,362 for Trustees' fees. ACCOUNTING FEES. The Fund has an accounting agreement with BBH for which BBH receives a fee calculated and paid monthly. For the year ended June 30, 2003, the Fund incurred $8,000 for accounting services. 7 BBH MONEY MARKET FUND INDEPENDENT AUDITORS' REPORT Trustees and Shareholders BBH Money Market Fund (a series of BBH Trust): We have audited the accompanying statement of assets and liabilities of BBH Money Market Fund (a series of BBH Trust) (the "Fund") as of June 30, 2003, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BBH Money Market Fund as of June 30, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Boston, Massachusetts August 15, 2003 8 BBH U.S. MONEY MARKET PORTFOLIO PORTFOLIO OF INVESTMENTS June 30, 2003 (expressed in U.S. dollers)
ANNUALIZED YIELD ON PRINCIPAL MATURITY DATE OF AMOUNT DATE PURCHASE VALUE - ------------- -------- ---------- --------------- BANK NOTE (2.2%) $ 75,000,000 Wells Fargo Bank NA* 07/28/03 0.968% $ 75,000,000 --------------- CERTIFICATES OF DEPOSIT (13.9%) 50,000,000 Bank of Montreal 08/20/03 1.660 50,000,000 35,000,000 Bank of Scotland 07/31/03 1.220 35,000,290 50,000,000 Bank of Scotland 08/18/03 1.190 50,000,000 40,657,000 Barclays Bank, Plc. 07/03/03 1.215 40,656,964 30,000,000 Barclays Bank, Plc. 08/04/03 1.240 30,000,843 50,000,000 BNP Paribas 07/28/03 1.830 50,004,002 50,000,000 Credit Agricole Indosuez 09/26/03 1.030 50,000,000 10,000,000 Deutsche Bank AG 07/01/03 2.570 10,000,000 75,000,000 Deutsche Bank AG 12/03/03 1.070 75,000,000 50,000,000 HSBC Bank USA 01/09/04 1.400 50,000,000 35,000,000 Royal Bank of Scotland 12/05/03 1.230 35,022,597 --------------- TOTAL CERTIFICATES OF DEPOSIT 475,684,696 --------------- COMMERCIAL PAPER (33.5%) 40,000,000 Bank of America 07/10/03 1.230 39,987,700 130,000,000 BMW U.S. Capital LLC 07/01/03 1.300 130,000,000 30,000,000 Bristol-Myers Squibb Co. 08/12/03 1.240 29,956,600 30,000,000 Bristol-Myers Squibb Co. 08/20/03 1.250 29,947,917 25,405,000 City of Chicago, Illinois 08/13/03 1.250 25,367,069 24,000,000 Danske Corp. 12/19/03 1.030 23,882,580 30,000,000 General Electric Capital Corp. 08/19/03 1.250 29,948,959 40,000,000 General Electric Capital Corp. 10/20/03 1.140 39,859,400 14,000,000 Harvard University 10/08/03 1.081 13,958,035 35,000,000 ING Funding LLC 10/31/03 1.140 34,864,783 50,000,000 Johnson & Johnson 07/22/03 1.200 49,965,000 70,000,000 Lloyds TSB Group, Plc. 07/03/03 1.200 69,995,334 100,000,000 Merrill Lynch & Co., Inc. 07/01/03 1.300 100,000,000 75,000,000 Morgan Stanley Dean Witter Discover 07/01/03 1.040 75,000,000 37,500,000 Morgan Stanley Dean Witter Discover 07/18/03 1.300 37,481,583 70,000,000 Rabobank Nederland NV 07/08/03 1.163 69,984,007 40,000,000 Royal Bank of Scotland 07/07/03 1.180 39,992,133 25,000,000 Schering Corp. 12/17/03 1.040 24,877,945
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 9
ANNUALIZED YIELD ON PRINCIPAL MATURITY DATE OF AMOUNT DATE PURCHASE VALUE - ------------- -------- --------- --------------- COMMERCIAL PAPER (CONTINUED) $ 50,000,000 Societe Generale 07/01/03 1.200% $ 50,000,000 130,000,000 UBS Finance, Ltd. (Delaware) 07/01/03 1.310 130,000,000 50,000,000 Verizon Network Funding 08/27/03 1.190 49,905,792 50,000,000 Volkswagen of America, Inc. 07/07/03 1.070 49,991,083 --------------- TOTAL COMMERCIAL PAPER 1,144,965,920 --------------- CORPORATE BONDS (3.4%) 50,000,000 American Express Credit Corp.* 07/14/03 1.220 50,001,622 1,700,000 Associates Corp. of North America 08/26/03 1.810 1,711,575 19,650,000 CitiFinancial 09/01/03 1.694 19,785,949 44,935,000 Citigroup Global Market Holdings, Inc. 02/01/04 0.991 46,545,313 --------------- TOTAL CORPORATE BONDS 118,044,459 --------------- U.S. GOVERNMENT AGENCY OBLIGATIONS (26.5%) 45,000,000 Federal Farm Credit Bank* 07/01/03 0.960 45,000,000 90,000,000 Federal Farm Credit Bank* 07/01/03 0.935 89,991,884 37,250,000 Federal Farm Credit Bank 10/01/03 1.453 37,402,435 50,000,000 Federal Home Loan Bank* 07/27/03 0.885 49,979,508 45,000,000 Federal Home Loan Bank 08/22/03 1.093 44,928,500 14,000,000 Federal Home Loan Bank 11/07/03 1.139 13,942,559 86,175,000 Federal Home Loan Mortgage Corp. 08/27/03 1.093 86,024,912 9,000,000 Federal Home Loan Mortgage Corp. 09/15/03 1.680 9,032,600 58,000,000 Federal Home Loan Mortgage Corp. 11/06/03 1.023 57,787,591 39,000,000 Federal Home Loan Mortgage Corp. 11/14/03 1.189 38,823,936 67,100,000 Federal Home Loan Mortgage Corp. 11/15/03 1.868 68,193,465 30,000,000 Federal National Mortgage Assoc. 08/15/03 1.766 30,081,668 32,500,000 Federal National Mortgage Assoc. 08/22/03 1.765 32,416,909 40,000,000 Federal National Mortgage Assoc. 11/05/03 1.145 39,838,428 10,000,000 Federal National Mortgage Assoc. 11/14/03 1.951 10,100,647 43,875,000 Federal National Mortgage Assoc. 11/14/03 1.184 43,677,757 35,000,000 Federal National Mortgage Assoc. 02/06/04 1.276 34,726,222 100,000,000 Student Loan Marketing Assoc.* 07/01/03 1.074 100,037,404 75,000,000 Student Loan Marketing Assoc.* 07/09/03 1.074 75,021,263 --------------- TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS 907,007,688 ---------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 10
ANNUALIZED YIELD ON PRINCIPAL MATURITY DATE OF AMOUNT DATE PURCHASE VALUE - ------------- -------- ---------- --------------- TIME DEPOSITS (20.3%) $ 150,000,000 Banc One Corp. 07/01/03 1.250% $ 150,000,000 150,000,000 Canadian Imperial Bank of Commerce 07/01/03 1.125 150,000,000 150,000,000 Dresdner Bank 07/01/03 1.250 150,000,000 150,000,000 Royal Bank of Canada 07/01/03 1.250 150,000,000 93,400,000 Societe Generale 07/01/03 1.344 93,400,000 --------------- TOTAL TIME DEPOSITS 693,400,000 --------------- REPURCHASE AGREEMENTS (0.0%) 1,000,000 J.P. Morgan Chase & Co. (Agreement dated 06/30/03 collateralized by U.S. Treasury Note 6.750%, due 05/15/05; $1,000,028 to be received upon maturity) 07/01/03 1.000 1,000,000 300,000 Bear Stearns & Co., Inc. (Agreement dated 06/30/03 collateralized by U.S. Treasury Note 1.625%, due 04/30/05; $300,007 to be received upon maturity) 07/01/03 0.850 300,000 --------------- TOTAL REPURCHASE AGREEMENTS 1,300,000 --------------- TOTAL INVESTMENTS, AT AMORTIZED COST 99.8% $ 3,415,402,763 OTHER ASSETS IN EXCESS OF LIABILITIES 0.2 6,262,232 ----- ---------------- NET ASSETS 100.0% $ 3,421,664,995 ===== ===============
* Variable rate Instrument. Interest rates change on specific dates (such as a coupon or interest payment date). The yield shown represents the June 30, 2003 coupon rate. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 11 BBH U.S. MONEY MARKET PORTFOLIO STATEMENT OF ASSETS AND LIABILITIES June 30, 2003 (expressed in U.S. dollars) ASSETS: Investments, at amortized cost $ 3,415,402,763 Interest receivable 6,661,468 Prepaid expenses 100,632 ---------------- TOTAL ASSETS 3,422,164,863 ---------------- LIABILITIES: Due to bank 1,750 Payables for: Investment advisory fees 275,990 Administrative fees 96,596 Custody fees 81,921 Professional fees 36,702 Board of Trustees' fees 4,053 Accrued expenses and other liabilities 2,856 ---------------- TOTAL LIABILITIES 499,868 ---------------- NET ASSETS $ 3,421,664,995 ================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 12 BBH U.S. MONEY MARKET PORTFOLIO STATEMENT OF OPERATIONS For the year ended June 30, 2003 (expressed in U.S. dollars) NET INVESTMENT INCOME: INCOME: Interest $ 52,175,968 ---------------- EXPENSES: Investment advisory fees 3,351,976 Administrative fees 1,173,192 Custody fees 459,999 Board of Trustees' fees 58,735 Professional fees 34,133 Miscellaneous expenses 116,338 ---------------- TOTAL EXPENSES 5,194,373 Fees paid indirectly (3,753) ---------------- NET EXPENSES 5,190,620 ---------------- NET INVESTMENT INCOME $ 46,985,348 ================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 13 BBH U.S. MONEY MARKET PORTFOLIO STATEMENT OF CHANGE IN NET ASSETS (expressed in U.S. dollars)
FOR THE FOR THE YEAR ENDED YEAR ENDED JUNE 30, 2003 JUNE 30, 2002 ------------------ ------------------ INCREASE IN NET ASSETS: From Operations: Net investment income $ 46,985,348 $ 82,910,432 ------------------ ------------------ Capital Transactions: Proceeds from contributions 11,833,968,310 13,386,287,999 Value of withdrawals (11,332,869,201) (12,953,627,641) ------------------ ------------------ Net increase in net assets resulting from capital transactions 501,099,109 432,660,358 ------------------ ------------------ Total increase in net assets 548,084,457 515,570,790 NET ASSETS: Beginning of year 2,873,580,538 2,358,009,748 ------------------ ------------------ END OF YEAR $ 3,421,664,995 $ 2,873,580,538 ================== ==================
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 14 BBH U.S. MONEY MARKET PORTFOLIO FINANCIAL HIGHLIGHTS (expressed in U.S. dollars)
FOR THE YEARS ENDED JUNE 30, ------------------------------------------------------------------------------ 2003 2002 2001 2000 1999 ------------- ----------- ------------ ------------- ------------- Total return 1.44% 2.47% 5.95% 5.70% 5.11% Ratios/Supplemental Data: Net assets, end of year (000's omitted) $ 3,421,665 $ 2,873,581 $ 2,358,010 $ 1,602,484 $ 1,075,162 Expenses as a percentage of average net assets: Net expenses paid by Portfolio 0.15% 0.16% 0.15% 0.21% 0.21% Expense offset arrangement 0.00%(1) 0.00%(1) 0.01% - - ------------- ----------- ------------ ------------- ------------- Total expenses 0.15% 0.16% 0.16% 0.21% 0.21% Ratio of net investment income to average net assets 1.40% 2.39% 5.64% 5.60% 4.98%
- ---------- (1) Amount is less than 0.01%. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 15 BBH U.S. MONEY MARKET PORTFOLIO NOTES TO FINANCIAL STATEMENTS June 30, 2003 (expressed in U.S. dollares) 1. ORGANIZATION AND ACCOUNTING POLICIES. BBH U.S. Money Market Portfolio (the "Portfolio") is registered under the Investment Company Act of 1940, as amended, as a no load, diversified, open-end management investment company which was organized as a trust under the laws of the State of New York on June 15, 1993. The Fund commenced operations on October 31, 1994. The Declaration of Trust permits the Trustees to create an unlimited number of beneficial interests in the Portfolio. The Portfolio's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements and are based, in part, on the following accounting policies. Actual results could differ from those estimates. A. VALUATION OF INVESTMENTS. The Portfolio values its investments at amortized cost, which approximates market value. The amortized cost method values a security at its cost at the time of purchase and thereafter assumes a constant amortization to maturity of any discount or premium. The Portfolio's use of amortized cost is in compliance with Rule 2a-7 of the Investment Company Act of 1940. B. INTEREST INCOME. Interest income consists of interest accrued and discount earned (including both original issue and market discount) and premium amortization on the investments of the Portfolio, accrued ratably to date of maturity. C. FEDERAL INCOME TAXES. The Portfolio is treated as a partnership for federal income tax purposes and its operations are conducted in such a way that is it not to be considered engaged in a U.S. trade or business for U.S. tax purposes. Accordingly, no provision for federal income taxes is necessary. It is intended that the Portfolio's assets will be managed in such way that an investor in the Portfolio will be able to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies. At June 30, 2003, the cost of investments for federal income tax purposes was equal to the amortized cost of the investments for financial statement purposes. D. OTHER. Investment transactions are accounted for on a trade date basis. Realized gain and loss, if any, from investment transactions are determined on the basis of identified cost. 2. TRANSACTIONS WITH AFFILIATES. INVESTMENT ADVISORY FEES. The Portfolio has an investment advisory agreement with Brown Brothers Harriman ("BBH") for it pays BBH a fee from the Fund calculated daily and paid monthly at an annual rate equivalent to 0.10% of the Portfolio's average daily net assets. BBH has established a separately identifiable department (SID) to provide investment advice to mutual funds. The SID is registered with the Securities and Exchange Commission under the Investment Advisors Act of 1940. For the year ended June 30, 2003, the Portfolio incurred $3,351,976 for advisory services. 16 ADMINISTRATIVE FEES. The Portfolio has an administrative agreement with Brown Brothers Harriman Trust Company, LLC ("BBHTC") for which it pays BBHTC a fee calculated daily and paid monthly at an annual rate equivalent to 0.035% of the Portfolio's average daily net assets. BBHTC has a subadministration services agreement with Federated Services Company ("FSC") for which FSC receives compensation paid by BBHTC. For the year ended June 30, 2003, the Portfolio incurred $1,173,192 for administrative services. BOARD OF TRUSTEES' FEES. Each Trustee receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Portfolio. For the year ended June 30, 2003, the Portfolio incurred $58,735 for the Trustees' fees. CUSTODY FEES. The Portfolio has a custody agreement with BBH for which BBH receives a fee calculated and paid monthly. For the year ended June 30, 2003, the Portfolio incurred $459,999 for custody services. These fees were reduced by $3,753 as a result of an expense offset arrangement with the Portfolio's custodian. 17 BBH U.S. MONEY MARKET PORTFOLIO INDEPENDENT AUDITORS' REPORT Trustees and Shareholders BBH Money Market Portfolio: We have audited the accompanying statement of assets and liabilities of BBH U.S. Money Market Portfolio (the "Portfolio"), including the portfolio of investments, as of June 30, 2003, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Portfolio's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned at June 30, 2003, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BBH Money Market Portfolio as of June 30, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Boston, Massachusetts August 15, 2003 18 BBH U.S. MONEY MARKET PORTFOLIO SUPPLEMENTAL PROXY INFORMATION June 30, 2003 (unaudited) On August 9, 2002 and through a written consent, the undersigned holder of record of interests in the BBH U.S. Money Market Portfolio (the "Portfolio"), acting pursuant to Section 9.8 of the Declaration of Trust of the Portfolio dated as of June 15, 1993, and, if applicable, the authority of its investors, does hereby approve and consent to the following actions, which approval and consent shall for all purposes be treated as a vote taken at a meeting of holders duly called for such purpose: PROPOSAL 1: Resolved: That the Portfolio's fundamental policy regarding borrowing is hereby modified in its entirety as follows: The Portfolio may not borrow money, except as permitted by the Investment Company Act of 1940, as amended, and rules thereunder. Percentage of interest constituting approval, if less than 100%: 96% PROPOSAL 2: Resolved: That the Portfolio's fundamental policy regarding investments in restricted securities is hereby replaced in its entirety with the following non-fundamental policy, which may be changed by the Trustees of the Portfolio without Holder approval: The Portfolio may not invest more than 10% of its net assets (taken at the greater of cost or market value) in illiquid securities. Percentage of interest constituting approval, if less than 100%: 96% PROPOSAL 3: Resolved: That the Portfolio's fundamental policy regarding investments in other investment companies is hereby replaced in its entirety with the following non-fundamental policy, which may be changed by the Trustees of the Portfolio without Holder approval: The Portfolio may not purchase securities of other investment companies, except in connection with a merger, consolidation, reorganization or acquisition of assets, and except that it may invest in securities of other investment companies subject to the restrictions set forth in Section 12(d)(1) of the Investment Company Act of 1940, as amended. Percentage of interest constituting approval, if less than 100%: 96% 19 TRUSTEES AND OFFICERS OF BBH U.S. MONEY MARKET PORTFOLIO (unaudited) Information pertaining to Trustees of the Portfolio and executive officers of the Portfolio is set forth below. Part B to the Registration Statement of U.S. BBH Money Market Portfolio includes additional information about the Portfolio's Trustees and is available upon request without charge through your financial advisor.
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO IN OTHER POSITION(S) AND FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE - ---------------------------------------------------------------------------------------------------------------------------- Trustees Joseph V. Shields Jr. Chairman of Since Managing Director, Chairman 13 None (aged 65) the Board 1990 and Chief Executive Officer of Shields & Company and Trustee Shields & Company (registered 140 Broadway broker-dealer and member of New York, NY 10005 New York Stock Exchange); Chairman of Capital Management Associates, Inc. (registered investment adviser); Vice Chairman and Trustee of New York Racing Association; Director of Flowers Industries, Inc. (diversified food company). Eugene P. Beard Trustee Since Retired; Vice Chairman-Finance/ 13 Director of Old (aged 68) 1993 Operations and CFO (until Westbury Funds (5); The Interpublic Group February 2002); Special Advisor Trustee of Sandhill of Companies, Inc., (February 2002 to present), The Investment Fund II. 372 Danbury Road Interpublic Group of 2nd Floor Companies, Inc. Wilton, CT 06897 Richard Carpenter Trustee Since Retired; Director of 13 None (aged 70) 1999 Investments, Pennsylvania 10820 North Public School Employees' La Quinta Drive Retirement System (until Tucson, AZ 85737 December 1997).
20
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO IN OTHER POSITION(S) AND FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE - ---------------------------------------------------------------------------------------------------------------------------- David P. Feldman Trustee Since Retired; Chairman and CEO of 13 Director of (aged 63) 1999 AT&T Investment Management Dreyfus Mutual 3 Tall Oaks Drive Corporation (until May 1997); Funds (59 Funds) Warren, NJ 07059 Director of Jeffrey Co. (1992 to present); Director of QMED (1999 to present). J. Angus Ivory Trustee Since Retired; Director of Brown 13 None (aged 71) 1990 Brothers Harriman Ltd. Greenway Farm, (subsidiary of Brown Brothers Tockenham, Swindon, Harriman & Co.) (until Wiltshire, SN4 7PP December 2001); Advisor, RAF England Central Fund (1992-June 2003). Alan G. Lowy Trustee Since Private Investor. 13 None (aged 64) 1993 4111 Clear Valley Drive Encino, CA 91436 Arthur D. Miltenberger Trustee Since Retired; Executive Vice 13 None (aged 64) 1992 President and Chief Financial 503 Darlington Road Officer of Richard K. Mellon Ligonier, PA 15658 and Sons (until June 1998); Vice President and Treasurer of Richard King Mellon Foundation (until June 1998); Trustee, R.K. Mellon Family Trusts (1981-June 2003); General Partner, Mellon Family Investment Company IV, V and VI (1983-2002); Director of Aerostructures Corporation (aircraft manufacturer) (1996-July 2003).
21
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO IN OTHER POSITION(S) AND FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE - ---------------------------------------------------------------------------------------------------------------------------- Officers Charles Izard President Since President of the Trust, BBH N/A N/A (aged 44) 2003 Common Settlement Fund, Inc., 140 Broadway BBH Common Settlement Fund II, New York, NY 10005 Inc., BBH Fund, Inc. and the BBH U.S. Money Market Portfolio (since November 2002); Managing Director (since January 2001), Senior Vice President (1995-December 2000) of Brown Brothers Harriman & Co. ("BBH & Co.") Michael D. Martins Vice President, Since Vice President, Treasurer, N/A N/A (aged 37) Treasurer, 2002 Principal Accounting 140 Broadway Principal Officer and Principal Financial New York, NY 10005 Accounting Officer of the Trust, BBH Officer and Common Settlement Fund, Inc., Principal BBH Common Settlement Fund II, Financial Inc., BBH Fund, Inc. and the Officer BBH U.S. Money Market Portfolio; Vice President (since April 2002) and Assistant Vice President (December 1996-March 2002) of BBH & Co. Gail C. Jones Secretary Since Secretary of the Trust, BBH N/A N/A (aged 49) 2002 Common Settlement Fund, Inc., 1001 Liberty Avenue BBH Common Settlement Fund II, Pittsburgh, PA Inc., BBH Fund, Inc. and the 15222-3779 BBH U.S. Money Market Portfolio (since August 2002); Counsel, ReedSmith, LLP (since October 2002); Corporate Counsel January 1997 to September 2002 and Vice President January 1999 to September 2002 of Federated Services Company.
22
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO IN OTHER POSITION(S) AND FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE - ---------------------------------------------------------------------------------------------------------------------------- Peter J. Germain Vice President Since Vice President of the Trust, N/A N/A (aged 43) 2002 BBH Common Settlement Fund, 1001 Liberty Avenue Inc., BBH Common Settlement Pittsburgh, PA Fund II, Inc., BBH Fund, Inc. 15222-3779 and the BBH U.S. Money Market Portfolio (since August 2002); Senior Vice President, Federated Services Company (since November 1997). Judith J. Mackin Vice President Since Vice President of the Trust, N/A N/A (aged 43) 2002 BBH Common Settlement Fund, 1001 Liberty Avenue Inc., BBH Common Settlement Pittsburgh, PA Fund II, Inc., BBH Fund, Inc. 15222-3779 and the BBH U.S. Money Market Portfolio (since August 2002); Vice President of Federated Services Company (since November 1997) Victor Siclari Assistant Since Assistant Secretary of the N/A N/A (aged 41) Secretary 2002 Trust, BBH Common Settlement 1001 Liberty Avenue Fund, Inc., BBH Common Pittsburgh, PA Settlement Fund II, Inc., BBH 15222-3779 Fund, Inc. and the BBH U.S. Money Market Portfolio (since August 2002); Partner, ReedSmith, LLP (since October 2002); Vice President (March 1996 to September 2002) and Senior Corporate Counsel (July 1998 to September 2002) of Federated Investors, Inc. Nancy D. Osborn Assistant Since Assistant Secretary of the N/A N/A (aged 37) Secretary 2002 Trust, BBH Common Settlement 140 Broadway Fund, Inc., BBH Common New York, NY 10005 Settlement Fund II, Inc., BBH Fund, Inc. and the BBH U.S. Money Market Portfolio (since August 2002); Assistant Vice President (since April 2003) and Associate of BBH & Co (April 1996-March 2003).
23
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO IN OTHER POSITION(S) AND FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE - ---------------------------------------------------------------------------------------------------------------------------- John C. Smith Assistant Since 2002 Assistant Treasurer of N/A N/A (age 37) Treasurer the Trust, BBH Common 50 Milk Street Settlement Fund, Inc., BBH Boston, MA 02109 Common Settlement Fund II, Inc., BBH Fund, Inc. and the BBH U.S. Money Market Portfolio (since August 2002); Assistant Vice President (since September 2001), Associate (September 2000-August 2001) and Senior Analyst (June 1999 - August 2000) of BBH & Co.; Manager, Fund Administration, State Street Bank and Trust Company (June 1997 - May 1999). Gregory Lomakin Assistant Since 2002 Assistant Treasurer of the N/A N/A (aged 38) Treasurer Trust, BBH Common Settlement 50 Milk Street Fund, Inc., BBH Common Boston, MA 02109 Settlement Fund II, Inc., BBH Fund, Inc. and the BBH U.S. Money Market Portfolio (since August 2002); Vice President (since April 2003), Assistant Vice President (April 2001- March 2003), and Associate (May 1992-March 2001) of BBH & Co.
# Each Trustee holds office until he or she attains the age of 70 (72, in the case of Trustees who were elected as such before January 1, 2000), or until he or she sooner dies, resigns or is removed from office in accordance with the provisions of the Trust's Declaration of Trust. All Officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust's By-laws). ^ The Fund Complex consists of the Trust, BBH Fund, Inc., BBH Common Settlement Fund, Inc., BBH Common Settlement Fund II, Inc. and BBH U.S. Money Market Portfolio. The Trust, which has four series, and BBH Fund, Inc., which has six series, are each counted as one "fund" for purposes of this table. 24 INVESTMENT ADVISER AND ADMINISTRATOR BROWN BROTHERS HARRIMAN 140 BROADWAY NEW YORK, NY 10005 DISTRIBUTOR EDGEWOOD SERVICES, INC. 5800 CORPORATE DRIVE PITTSBURGH, PA 15237-7000 SHAREHOLDER SERVICING AGENT BROWN BROTHERS HARRIMAN 140 BROADWAY NEW YORK, NY 10005 (800) 625-5759 TO OBTAIN INFORMATION OR MAKE SHAREHOLDER INQUIRIES: By telephone: Call 1-800-575-1265 by E-mail send your request to: bbhfunds@bbh.com This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund. Such offering is made only by the prospectus, which includes details as to offering price and other material information. [BROWN BROTHERS HARRIMAN LOGO] [BROWN BROTHERS HARRIMAN LOGO] ANNUAL REPORT JUNE 30, 2003 BBH U.S. TREASURY MONEY FUND BBH U.S. TREASURY MONEY FUND PORTFOLIO OF INVESTMENTS June 30, 2003
PRINCIPAL AMOUNT VALUE - ------------ ------------- U.S. TREASURY BILLS (a) (89.4%) $ 8,970,000 due 07/03/03, 1.128% $ 8,969,439 17,040,000 due 07/17/03, 0.797% 17,033,978 27,000,000 due 07/24/03, 0.836% 26,985,510 12,755,000 due 07/31/03, 1.068% 12,743,674 3,450,000 due 08/21/03, 1.035% 3,444,952 41,950,000 due 09/04/03, 0.963% 41,877,262 5,630,000 due 09/18/03, 1.104% 5,616,286 1,400,000 due 10/09/03, 1.156% 1,395,528 1,330,000 due 12/04/03, 1.010% 1,324,208 3,060,000 due 12/11/03, 0.868% 3,048,016 ------------- TOTAL U.S. TREASURY BILLS 122,438,853 ------------- U.S. TREASURY NOTES (10.3%) 3,000,000 due 08/15/03, 5.250% 3,012,833 10,000,000 due 08/31/03, 3.625% 10,040,941 1,000,000 due 11/30/03, 3.000% 1,006,164 ------------- TOTAL U.S. TREASURY NOTES 14,059,938 ------------- TOTAL INVESTMENTS, AT AMORTIZED COST 99.7% $ 136,498,791 OTHER ASSETS IN EXCESS OF LIABILITIES 0.3 387,492 ----- ------------- NET ASSETS 100.0% $ 136,886,283 ===== =============
(a) Rates shown are yields to maturity at time of purchase. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2 BBH U.S. TREASURY MONEY FUND STATEMENT OF ASSETS AND LIABILITIES June 30, 2003 ASSETS: Investments, at amortized cost $ 136,498,791 Cash 294,892 Interest receivable 201,373 Prepaid expenses 6,802 --------------- TOTAL ASSETS 137,001,858 --------------- LIABILITIES: Payables for: Shareholder servicing/eligible institution fees 29,470 Professional fees 29,295 Investment advisory fees 19,646 Administrative fees 13,764 Custody fees 7,018 Board of Trustees' fees 2,522 Dividends declared 1,881 Accrued expenses and other liabilities 11,979 --------------- TOTAL LIABILITIES 115,575 --------------- NET ASSETS, for 136,885,852 fund shares outstanding $ 136,886,283 =============== Net Assets Consist of: Paid-in capital $ 136,886,283 =============== NET ASSET VALUE AND OFFERING PRICE PER SHARE $ 1.00 ===============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 3 BBH U.S. TREASURY MONEY FUND STATEMENT OF OPERATIONS For the year ended June 30, 2003 NET INVESTMENT INCOME: INCOME: Interest $ 2,656,557 --------------- EXPENSES: Shareholder servicing/eligible institution fees 402,196 Investment advisory fees 268,131 Administrative fees 178,754 Custody fees 46,147 Professional fees 42,727 Board of Trustees' fees 8,885 Miscellaneous expenses 65,424 --------------- TOTAL EXPENSES 1,012,264 Expense offset arrangement (1,502) --------------- NET EXPENSES 1,010,762 --------------- NET INVESTMENT INCOME $ 1,645,795 ===============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 4 BBH U.S. TREASURY MONEY FUND STATEMENT OF CHANGES IN NET ASSETS
FOR THE FOR THE YEAR ENDED YEAR ENDED JUNE 30, 2003 JUNE 30, 2002 --------------- --------------- INCREASE (DECREASE) IN NET ASSETS: From Operations: Net investment income $ 1,645,795 $ 4,013,421 Dividends declared from net investment income (1,637,907) (4,021,823) --------------- --------------- Net increase (decrease) in net assets from operations 7,888 (8,402) --------------- --------------- From Fund Share (Principal) Transactions at Net Asset Value of $1.00 per share: Fund shares sold 577,290,183 634,955,848 Fund shares issued in reinvestment of dividends 598,130 1,499,587 Fund shares repurchased (629,020,187) (634,475,606) --------------- --------------- Net increase (decrease) in net assets resulting from fund share transactions (51,131,874) 1,979,829 --------------- --------------- Total increase (decrease) in net assets (51,123,986) 1,971,427 NET ASSETS: Beginning of year 188,010,269 186,038,842 --------------- --------------- END OF YEAR $ 136,886,283 $ 188,010,269 =============== ===============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 5 BBH U.S. TREASURY MONEY FUND FINANCIAL HIGHLIGHTS Selected per share data and ratios for a share outstanding throughout each year
FOR THE YEARS ENDED JUNE 30, ------------------------------------------------------------------- 2003 2002 2001 2000 1999 ---------- ---------- ---------- ---------- ---------- Net asset value, beginning of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 Income from investment operations: Net investment income 0.01 0.02 0.05 0.05 0.04 Dividends to shareholders from net investment income (0.01) (0.02) (0.05) (0.05) (0.04) ---------- ---------- ---------- ---------- ---------- Net asset value, end of year $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ========== ========== ========== ========== ========== Total return 0.91% 1.95% 5.20% 4.75% 4.15% Ratios/ Supplemental Data: Net assets, end of year (000's omitted) $ 136,886 $ 188,010 $ 186,039 $ 134,425 $ 193,222 Ratio of expenses to average net assets 0.57%(1) 0.56%(1) 0.55% 0.57% 0.62% Ratio of net investment income to average net assets 0.92% 1.91% 5.00% 4.68% 4.07%
- ---------- (1) The ratio of expenses to average net assets for the years ended June 30, 2003 and 2002 reflects fees reduced as a result of an expense offset arrangement with the Fund's custodian. Had this arrangement not been in place, this ratio would have been 0.57% and 0.56%, respectively. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 6 BBH U.S. TREASURY MONEY FUND NOTES TO FINANCIAL STATEMENTS June 30, 2003 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. BBH U.S. Treasury Money Fund (the "Fund") is a separate, diversified series of BBH Trust (the "Trust") which is registered under the Investment Company Act of 1940, as amended. The Trust is an open-end management investment company organized as a Massachusetts business trust on June 7, 1983. The Fund commenced operations on March 12, 1991. The Declaration of Trust permits the Trustees to create an unlimited number of series, each of which may issue a separate class of shares. The Trustees have authorized the issuance of an unlimited number of shares of the Fund. At June 30, 2003, there were four series of the Trust. The Fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements and are based, in part, on the following accounting policies. Actual results could differ from those estimates. A. VALUATION OF INVESTMENTS. The Fund values its investments at amortized cost, which approximates market value. The amortized cost method values a security at its cost at the time of purchase and thereafter assumes a constant amortization to maturity of any discount or premium. The Fund's use of amortized cost is in compliance with Rule 2a-7 of the Investment Company Act of 1940. B. INTEREST INCOME. Interest income consists of interest accrued and discount earned (including both original issue and market discount) and premium amortization on the investments of the Fund, accrued ratably to the date of maturity. C. FEDERAL INCOME TAXES. Each series of the Trust is treated as a separate entity for federal income tax purposes. It is the Fund's policy to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required. At June 30, 2003, the cost of investments for federal income tax purposes was equal to the amortized cost of investments for financial statement purposes. D. DIVIDENDS AND DISTRIBUTIONS. Dividends from net investment income are declared daily and paid monthly to shareholders. E. OTHER. Investment transactions are accounted for on the trade date. Realized gain and loss, if any, from investment transactions are determined on the basis of identified cost. 2. TRANSACTIONS WITH AFFILIATES. INVESTMENT ADVISORY FEES. The Trust has an investment advisory agreement with Brown Brothers Harriman ("BBH") for which BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate equivalent to 0.15% of the Fund's average daily net assets. BBH has established a separately identifiable department (SID) to provide investment advice to mutual funds. The SID is registered with the Securities and Exchange Commission under the Investment Advisors Act of 1940. For the year ended June 30, 2003, the Fund incurred $268,131 for advisory services. 7 ADMINISTRATIVE FEES. The Trust has an administration agreement with Brown Brothers Harriman Trust Company, LLC ("BBHTC") for which BBHTC receives a fee from the Fund calculated daily and paid monthly at an annual rate equivalent to 0.10% of the Fund's average daily net assets. BBHTC has a subadministration services agreement with Federated Services Company ("FSC") for which FSC receives compensation paid by BBHTC. For the year ended June 30, 2003, the Fund incurred $178,754 for administrative services. SHAREHOLDER SERVICING/ELIGIBLE INSTITUTION AGREEMENT. The Trust has a shareholder servicing agreement and an eligible institution agreement with BBH for which BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate equivalent to 0.225% of the Fund's average daily net assets. For the year ended June 30, 2003, the Fund incurred $402,196 for shareholder servicing/eligible institution services. BOARD OF TRUSTEES' FEES. Each Trustee receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the year ended June 30, 2003, the Fund incurred $8,885 for Trustees' fees. CUSTODY FEES. The Fund has a custody agreement with BBH for which BBH receives a fee calculated and paid monthly. For the year ended June 30, 2003, the Fund incurred $46,147 for custody services. These fees were reduced by $1,502 as a result of an expense offset arrangement with the Fund's custodian. 8 BBH U.S. TREASURY MONEY FUND INDEPENDENT AUDITORS' REPORT Trustees and Shareholders BBH U.S. Treasury Money Fund (a series of BBH Trust): We have audited the accompanying statement of assets and liabilities of BBH U.S. Treasury Money Fund (a series of BBH Trust) (the "Fund"), including the portfolio of investments, as of June 30, 2003, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned at June 30, 2003, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BBH U.S. Treasury Money Fund as of June 30, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Boston, Massachusetts August 15, 2003 9 TRUSTEES AND OFFICERS OF BBH U.S. TREASURY MONEY FUND (unaudited) Information pertaining to the Trustees of the Trust and executive officers of the Trust is set forth below. Part B to the Registration Statement of BBH U.S. Treasury Money Fund includes additional information about the Fund's Trustees and is available upon request without charge through your financial advisor.
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO OTHER POSITION(S) AND IN FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------ TRUSTEES Joseph V. Shields Jr. Chairman of Since Managing Director, Chairman 13 None (aged 65) the Board and 1990 and Chief Executive Officer of Shields & Company Trustee Shields & Company (registered 140 Broadway broker-dealer and member of New York, NY 10005 New York Stock Exchange); Chairman of Capital Management Associates, Inc. (registered investment adviser); Vice Chairman and Trustee of New York Racing Association; Director of Flowers Industries, Inc. (diversified food company). Eugene P. Beard Trustee Since Retired; Vice Chairman-Finance/ 13 Director of (aged 68) 1993 Operations and CFO (until Old Westbury The Interpublic Group February 2002); Special Advisor Funds (5); of Companies, Inc., (February 2002 to present), The Trustee of 372 Danbury Road Interpublic Group of Sandhill 2nd Floor Companies, Inc. Investment Wilton, CT 06897 Fund II. Richard Carpenter Trustee Since Retired; Director of 13 None (aged 70) 1999 Investments, Pennsylvania 10820 North Public School Employees' La Quinta Drive Retirement System (until Tucson, AZ 85737 December 1997). David P. Feldman Trustee Since Retired; Chairman and CEO of 13 Director of (aged 63) 1990 AT&T Investment Management Dreyfus 3 Tall Oaks Drive Corporation (until May 1997); Mutual Funds Warren, NJ 07059 Director of Jeffrey Co. (1992 (59 Funds) to present); Director of QMED (1999 to present). J. Angus Ivory Trustee Since Retired; Director of Brown 13 None (aged 71) 1999 Brothers Harriman Ltd. Greenway Farm, (subsidiary of Brown Brothers Tockenham, Swindon, Harriman & Co.) (until Wiltshire, SN4 7PP December 2001); Advisor, RAF England Central Fund (1992-June 2003).
10
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO OTHER POSITION(S) AND IN FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------ Alan G. Lowy Trustee Since Private Investor. 13 None (aged 64) 1993 4111 Clear Valley Drive Encino, CA 91436 Arthur D. Trustee Since Retired; Executive Vice 13 None Miltenberger 1992 President and Chief Financial (aged 64) Officer of Richard K. Mellon 503 Darlington Road and Sons (until June 1998); Ligonier, PA 15658 Vice President and Treasurer of Richard King Mellon Foundation (until June 1998); Trustee, R.K. Mellon Family Trusts (1981-June 2003); General Partner, Mellon Family Investment Company IV, V and VI (1983-2002); Director of Aerostructures Corporation (aircraft manufacturer) (1996-July 2003). OFFICERS Charles Izard President Since President of the Trust, BBH N/A N/A (aged 44) 2003 Common Settlement Fund, Inc., 140 Broadway BBH Common Settlement Fund II, New York, NY 10005 Inc., BBH Fund, Inc. and the BBH U.S. Money Market Portfolio (since November 2002); Managing Director (since January 2001), Senior Vice President (1995-December 2000) of Brown Brothers Harriman & Co. ("BBH & Co.") Michael D. Martins Vice President, Since Vice President, Treasurer, N/A N/A (aged 37) Treasurer, 2002 Principal Accounting Officer 140 Broadway Principal and Principal Financial New York, NY 10005 Accounting Officer of the Trust, BBH Officer and Common Settlement Fund, Inc., Principal BBH Common Settlement Fund II, Financial Inc., BBH Fund, Inc. and the Officer BBH U.S. Money Market Portfolio; Vice President (since April 2002) and Assistant Vice President (December 1996-March 2002) of BBH & Co.
11
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO OTHER POSITION(S) AND IN FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------ Gail C. Jones Secretary Since Secretary of the Trust, BBH Common N/A N/A (aged 49) 2002 Settlement Fund, Inc., BBH Common 1001 Liberty Avenue Settlement Fund II, Inc., BBH Fund, Pittsburgh, PA Inc. and the BBH U.S. Money Market 15222-3779 Portfolio (since August 2002); Counsel, ReedSmith, LLP (since October 2002); Corporate Counsel January 1997 to September 2002 and Vice President January 1999 to September 2002 of Federated Services Company. Peter J. Germain Vice President Since Vice President of the Trust, N/A N/A (aged 43) 2002 BBH Common Settlement Fund, Inc., 1001 Liberty Avenue BBH Common Settlement Fund II, Inc., Pittsburgh, PA BBH Fund, Inc. and the BBH U.S. 15222-3779 Money Market Portfolio (since August 2002); Senior Vice President, Federated Services Company (since November 1997). Judith J. Mackin Vice President Since Vice President of the Trust, N/A N/A (aged 43) 2002 BBH Common Settlement Fund, Inc., 1001 Liberty Avenue BBH Common Settlement Fund II, Inc., Pittsburgh, PA BBH Fund, Inc. and the BBH U.S. 15222-3779 Money Market Portfolio (since August 2002); Vice President of Federated Services Company (since November 1997). Victor Siclari Assistant Since Assistant Secretary of the Trust, N/A N/A (aged 41) Secretary 2002 BBH Common Settlement Fund, Inc., 1001 Liberty Avenue BBH Common Settlement Fund II, Inc., Pittsburgh, PA BBH Fund, Inc. and the BBH U.S. 15222-3779 Money Market Portfolio (since August 2002); Partner, ReedSmith, LLP (since October 2002); Vice President (March 1996 to September 2002) and Senior Corporate Counsel (July 1998 to September 2002) of Federated Investors, Inc.
12
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO OTHER POSITION(S) AND IN FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE - ------------------------------------------------------------------------------------------------------------------------------ Nancy D. Osborn Assistant Since Assistant Secretary of the Trust, N/A N/A (aged 37) Secretary 2002 BBH Common Settlement Fund, Inc., 140 Broadway BBH Common Settlement Fund II, Inc., New York, NY 10005 BBH Fund, Inc. and the BBH U.S. Money Market Portfolio (since August 2002); Assistant Vice President (since April 2003) and Associate of BBH & Co. (April 1996-March 2003). John C. Smith Assistant Since Assistant Treasurer of the Trust, N/A N/A (age 37) Treasurer 2002 BBH Common Settlement Fund, Inc., 50 Milk Street BBH Common Settlement Fund II, Boston, MA 02109 Inc., BBH Fund, Inc. and the BBH U.S. Money Market Portfolio (since August 2002); Assistant Vice President (since September 2001), Associate (September 2000-August 2001) and Senior Analyst (June 1999- August 2000) of BBH & Co.; Manager, Fund Administration, State Street Bank and Trust Company (June 1997- May 1999). Gregory Lomakin Assistant Since Assistant Treasurer of the Trust, N/A N/A (aged 38) Treasurer 2002 BBH Common Settlement Fund, Inc., 50 Milk Street BBH Common Settlement Fund II, Inc., Boston, MA 02109 BBH Fund, Inc. and the BBH U.S. Money Market Portfolio (since August 2002); Vice President (since April 2003), Assistant Vice President (April 2001-March 2003), and Associate (May 1992-March 2001) of BBH & Co.
# Each Trustee holds office until he or she attains the age of 70 (72, in the case of Trustees who were elected as such before January 1, 2000), or until he or she sooner dies, resigns or is removed from office in accordance with the provisions of the Trust's Declaration of Trust. All Officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust's By-laws). ^ The Fund Complex consists of the Trust, BBH Fund, Inc., BBH Common Settlement Fund, Inc., BBH Common Settlement Fund II, Inc. and BBH U.S. Money Market Portfolio. The Trust, which has four series, and BBH Fund, Inc., which has six series, are each counted as one "fund" for purposes of this table. 13 INVESTMENT ADVISER AND ADMINISTRATOR BROWN BROTHERS HARRIMAN 140 BROADWAY NEW YORK, NY 10005 DISTRIBUTOR EDGEWOOD SERVICES, INC. 5800 CORPORATE DRIVE PITTSBURGH, PA 15237-7000 SHAREHOLDER SERVICING AGENT BROWN BROTHERS HARRIMAN 140 BROADWAY NEW YORK, NY 10005 (800) 625-5759 TO OBTAIN INFORMATION OR MAKE SHAREHOLDER INQUIRIES: By telephone: Call 1-800-575-1265 By E-mail send your request to: bbhfunds@bbh.com This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund. Such offering is made only by the prospectus, which includes details as to offering price and other material information. [BROWN BROTHERS HARRIMAN LOGO] [BROWN BROTHERS HARRIMAN LOGO] ANNUAL REPORT JUNE 30, 2003 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND PORTFOLIO OF INVESTMENTS June 30, 2003
PRINCIPAL MATURITY INTEREST AMOUNT DATE RATE VALUE - ------------ ---------- ---------- --------------- MUNICIPAL BONDS (98.7%) EDUCATION (7.4%) $ 1,935,000 Alabama State Public School & College Authority 11/01/05 5.250% $ 2,108,066 730,000 Arizona School Facilities Board 07/01/05 5.000 783,524 1,600,000 Connecticut State Health & Educational Facilities Authority* 07/01/03 1.000 1,600,000 1,100,000 Connecticut State Health & Educational Facilities Authority* 07/01/03 1.000 1,100,000 500,000 Florida State Board of Education, Lottery Revenue 07/01/05 5.000 536,250 100,000 New Jersey State Educational Facilities Authority* 07/01/03 1.000 100,000 1,500,000 Texas A & M University Revenue 05/15/07 5.000 1,671,105 --------------- TOTAL EDUCATION 7,898,945 --------------- ESCROWED TO MATURITY (a) (1.5%) 1,570,000 Mashantucket Western Pequot Tribe, Connecticut 09/01/03 6.250 1,583,942 --------------- GENERAL OBLIGATIONS (40.1%) 1,000,000 Arlington, Texas 08/15/05 5.200 1,081,020 1,475,000 Austin, Texas 09/01/06 5.250 1,641,808 2,000,000 Austin, Texas 09/01/06 5.000 2,210,140 1,515,000 Birmingham, Alabama 07/01/05 5.000 1,625,459 1,000,000 Chicago, Illinois, Metropolitan Water Reclamation District 12/01/07 5.000 1,124,330 1,000,000 Chicago, Illinois, Park District 01/01/08 4.500 1,093,590 1,000,000 Connecticut State 06/15/05 5.000 1,071,410 1,000,000 Delaware County, Pennsylvania 10/01/05 5.300 1,087,570 250,000 Denver, Colorado, City & County 08/01/04 5.250 261,483 655,000 Du Page County, Illinois, Forest Preserve District 11/01/05 6.000 723,886 1,000,000 Georgia State 02/01/05 5.000 1,059,560 1,000,000 Harris County, Texas 10/01/05 5.000 1,080,930 1,750,000 Hawaii State 02/01/07 5.250 1,951,635 1,175,000 Houston, Texas, Independent School District 07/15/06 3.500 1,242,598 1,000,000 Illinois State 06/01/05 5.500 1,078,760
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2
PRINCIPAL MATURITY INTEREST AMOUNT DATE RATE VALUE - ------------ ---------- ---------- --------------- MUNICIPAL BONDS (CONTINUED) GENERAL OBLIGATIONS (CONTINUED) $ 1,500,000 Illinois State 08/01/07 5.000% $ 1,675,065 2,000,000 Massachusetts State 01/01/07 4.000 2,131,860 1,725,000 Milwaukee County, Wisconsin 08/01/07 4.000 1,863,224 1,000,000 Milwaukee, Wisconsin 09/01/06 5.000 1,105,070 1,000,000 Minneapolis, Minnesota 12/01/05 5.000 1,088,010 1,000,000 Mississippi State 12/01/05 5.000 1,086,510 500,000 New York, New York* 07/01/03 0.950 500,000 1,000,000 North Carolina State 09/01/05 5.000 1,079,620 845,000 Pennsylvania State 04/15/04 6.000 861,173 1,135,000 Salt Lake City, Utah 06/15/05 5.000 1,216,277 2,000,000 San Antonio, Texas 02/01/05 4.000 2,085,540 1,000,000 Shelby County, Tennessee 04/01/06 5.000 1,093,450 1,000,000 Tempe, Arizona, High School District 07/01/06 5.000 1,100,530 2,500,000 Texas State 10/01/06 5.000 2,769,150 1,000,000 Texas State 10/01/07 5.000 1,122,560 1,900,000 Tulsa County, Oklahoma, Independent School District 06/01/05 5.750 2,059,372 725,000 Virginia Beach, Virginia 07/15/07 5.300 820,910 1,000,000 Virginia State 06/01/06 4.000 1,072,540 --------------- TOTAL GENERAL OBLIGATIONS 43,065,040 --------------- INDUSTRIAL (2.6%) 600,000 Forsyth, Montana, Pollution Control Revenue* 07/01/03 1.100 600,000 1,000,000 Greater Detroit, Michigan, Resource Recovery Authority 12/13/04 5.500 1,060,630 1,020,000 Missouri State Environmental Improvement & Energy Resources Authority, Pollution Control Revenue 01/01/06 6.000 1,131,272 --------------- TOTAL INDUSTRIAL 2,791,902 --------------- MISCELLANEOUS (7.9%) 1,000,000 Alaska State Housing Financial Corp. 12/01/05 5.000 1,085,010 1,000,000 Kentucky State Property & Buildings Commission 02/01/06 5.250 1,093,960 1,450,000 Maine Governmental Facilities Authority 10/01/05 5.500 1,583,719
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 3
PRINCIPAL MATURITY INTEREST AMOUNT DATE RATE VALUE - ------------ ---------- ---------- --------------- MUNICIPAL BONDS (CONTINUED) MISCELLANEOUS (CONTINUED) $ 3,000,000 Michigan State Building Authority 10/15/04 5.000% $ 3,152,670 600,000 New York, New York, City Transitional Finance Authority* 07/01/03 1.100 600,000 940,000 Virginia State Public Building Authority 08/01/04 5.000 980,645 --------------- TOTAL MISCELLANEOUS 8,496,004 --------------- PRE-REFUNDED (a) (5.2%) 1,500,000 Connecticut State 08/15/04 5.900 1,597,470 1,270,000 District of Columbia 06/01/04 5.800 1,351,369 1,000,000 Minnesota State 10/01/04 6.000 1,062,080 500,000 Nebraska Public Power District 01/01/05 5.250 535,290 1,000,000 West Palm Beach, Florida, Utilities System Revenue 10/01/04 5.750 1,068,850 --------------- TOTAL PRE-REFUNDED 5,615,059 --------------- SALES TAX (1.0%) 1,000,000 Jacksonville, Florida, Sales Tax Revenue 10/01/05 5.000 1,080,930 --------------- TRANSPORTATION (12.7%) 1,000,000 Massachusetts Bay Transportation Authority 03/01/05 5.300 1,066,460 1,000,000 Michigan State Trunk Line Highway Revenue 10/01/06 5.000 1,106,990 1,500,000 New Jersey State Transit Corp. 02/01/05 5.500 1,599,375 1,000,000 New Jersey State Transportation Trust 12/15/06 5.000 1,111,260 1,040,000 New Mexico Finance Authority, Highway Revenue 09/01/06 5.000 1,149,273 1,500,000 New Mexico State Highway Commission 06/15/06 5.000 1,647,870 1,000,000 Orlando & Orange County, Florida, Expressway Authority 07/01/07 4.500 1,098,950 1,500,000 Texas State Turnpike Authority 06/01/07 5.000 1,667,430 2,000,000 Texas State Turnpike Authority 06/01/07 4.000 2,148,240 925,000 Triborough Building & Tunnel Authority, New York 11/15/06 4.000 995,744 --------------- TOTAL TRANSPORTATION 13,591,592 ---------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 4
PRINCIPAL MATURITY INTEREST AMOUNT DATE RATE VALUE - ------------ ---------- ---------- --------------- MUNICIPAL BONDS (CONTINUED) UTILITIES (8.0%) $ 3,000,000 Austin, Texas, Electric Utilities System Revenue 11/15/05 5.000% $ 3,255,030 900,000 Boise-Kuna Irrigation District, Idaho, Hydroelectricity Plant Project 07/01/07 5.250 1,013,832 1,000,000 Nebraska Public Power District 01/01/07 4.000 1,070,490 2,000,000 Salt River Project, Arizona 01/01/05 5.000 2,111,320 1,000,000 St. John's River Power Park, Florida 10/01/06 5.000 1,106,650 --------------- TOTAL UTILITIES 8,557,322 --------------- WATER/SEWER (12.3%) 2,500,000 Dallas, Texas, Waterworks & Sewer System Revenue 10/01/06 5.000 2,769,150 1,500,000 De Kalb County, Georgia, Water & Sewer Revenue 10/01/05 6.250 1,661,445 2,500,000 Houston, Texas, Water & Sewer System Revenue 12/01/05 5.000 2,716,275 1,000,000 Irving, Texas, Waterworks & Sewer Revenue 08/15/07 4.375 1,095,440 1,500,000 Michigan Municipal Bond Authority, Clean Water Revenue 10/01/05 5.500 1,640,445 1,000,000 Michigan Municipal Bond Authority, Clean Water Revenue 10/01/06 5.000 1,108,670 1,000,000 Ohio State Water Development Authority 06/01/06 5.000 1,098,300 1,000,000 Tarrant Regional Water District, Texas 03/01/06 4.500 1,076,830 --------------- TOTAL WATER/SEWER 13,166,555 --------------- TOTAL INVESTMENTS (IDENTIFIED COST $102,538,369) (b) 98.7% $ 105,847,291 OTHER ASSETS IN EXCESS OF LIABILITIES 1.3 1,413,662 ---------- --------------- NET ASSETS 100.0% $ 107,260,953 ========== ===============
* Variable rate instrument. Interest rates change on specific dates (such as a coupon or interest payment date). The yield shown represents the June 30, 2003 coupon rate. (a) General obligation or revenue bonds that have been fully secured or collateralized by an escrow fund consisting of U.S. Government obligations that can adequately meet interest and principal payments. For pre-refunded obligations, the stated maturity date represents the date of redemption which, pursuant to the terms of the escrow agreement, has been accelerated from the originally stated maturity date. (b) The aggregate cost for federal income tax purposes is $102,538,369. The aggregate gross unrealized appreciation is $3,308,922, and the aggregate gross unrealized depreciation is $0, resulting in net unrealized appreciation of $3,308,922. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 5 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND STATEMENT OF ASSETS AND LIABILITIES June 30, 2003 ASSETS: Investments in securities, at value (identified cost $102,538,369) $ 105,847,291 Cash 7,573 Interest receivable 1,215,973 Receivable for fund shares sold 325,831 Prepaid expenses 4,262 -------------- TOTAL ASSETS 107,400,930 -------------- LIABILITIES: Payables for: Professional fees 27,112 Capital stock redeemed 25,000 Investment advisory fees 21,342 Shareholder servicing/eligible institution fees 21,342 Custody fees 12,862 Administrative fees 12,806 Dividends and distributions declared 5,923 Board of Trustees' fees 2,909 Accrued expenses and other liabilities 10,681 -------------- TOTAL LIABILITIES 139,977 -------------- NET ASSETS $ 107,260,953 ============== Net Assets Consist of: Paid-in capital 103,602,406 Distributions in excess of net investment income (5,923) Accumulated net realized gain on investments 355,548 Net unrealized appreciation on investments 3,308,922 -------------- Net Assets $ 107,260,953 ============== NET ASSET VALUE AND OFFERING PRICE PER SHARE ($107,260,953 DIVIDED BY 9,870,215 shares) $ 10.87 ==============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 6 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND STATEMENT OF OPERATIONS For the year ended June 30, 2003 NET INVESTMENT INCOME: INCOME: Interest income $ 3,271,073 -------------- EXPENSES: Investment advisory fees 259,728 Shareholder servicing/eligible institution fees 259,728 Administrative fees 155,837 Custody fees 77,596 Professional fees 35,674 Board of Trustees' fees 10,346 Miscellaneous expenses 56,510 -------------- TOTAL EXPENSES 855,419 Expense offset arrangement (1,817) -------------- NET EXPENSES 853,602 -------------- NET INVESTMENT INCOME 2,417,471 -------------- NET REALIZED AND UNREALIZED GAIN: Net realized gain on investments 420,227 Net change in unrealized appreciation on investments 1,153,402 -------------- NET REALIZED AND UNREALIZED GAIN 1,573,629 -------------- NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 3,991,100 ==============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 7 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND STATEMENT OF CHANGES IN NET ASSETS
FOR THE FOR THE YEAR ENDED YEAR ENDED JUNE 30, 2003 JUNE 30, 2002 -------------- -------------- INCREASE IN NET ASSETS: Operations: Net investment income $ 2,417,471 $ 2,209,539 Net realized gain on investments 420,227 439,730 Net change in unrealized appreciation on investments 1,153,402 877,474 -------------- -------------- Net increase in net assets resulting from operations 3,991,100 3,526,743 -------------- -------------- Dividends and distributions declared: Net investment income (2,448,441) (2,220,414) From net realized gain (317,193) (121,982) -------------- -------------- Total dividends and distributions declared (2,765,634) (2,342,396) -------------- -------------- Fund shares transactions: Net proceeds from sales of fund shares 72,500,590 57,199,590 Net asset value of fund shares issued to shareholders in reinvestment of distributions 917,532 893,480 Net cost of fund shares repurchased (49,747,275) (41,504,749) -------------- -------------- Net increase in net assets resulting from fund shares transactions 23,670,847 16,588,321 -------------- -------------- Total increase in net assets 24,896,313 17,772,668 NET ASSETS: Beginning of year 82,364,640 64,591,972 -------------- -------------- END OF YEAR (including distributions in excess of net investment income of $5,923 and undistributed net investment income of $15,051, respectively) $ 107,260,953 $ 82,364,640 ============== ==============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 8 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND FINANCIAL HIGHLIGHTS Selected per share data and ratios for a share outstanding throughout each year
FOR THE YEARS ENDED JUNE 30, -------------------------------------------------------------------- 2003 2002 2001 2000 1999 ----------- ---------- ---------- ---------- ---------- Net asset value, beginning of year $ 10.73 $ 10.53 $ 10.24 $ 10.30 $ 10.40 Income from investment operations: Net investment income 0.25 0.31 0.35 0.34 0.35 Net realized and unrealized gain (loss) on investments 0.18 0.22 0.29 (0.06) (0.10) Less dividends and distributions: From net investment income (0.26) (0.31) (0.35) (0.34) (0.35) From net realized gains (0.03) (0.02) - - - ----------- ---------- ---------- ---------- ---------- Net asset value, end of year $ 10.87 $ 10.73 $ 10.53 $ 10.24 $ 10.30 =========== ========== ========== ========== ========== Total return 4.04% 5.14% 6.37% 2.88% 2.44% Ratios/ Supplemental Data: Net assets, end of year (000's omitted) $ 107,261 $ 82,365 $ 64,592 $ 78,381 $ 75,719 Ratio of expenses to average net assets: Net expenses paid by Fund 0.82% 0.83% 0.77% 0.85% 0.82% Expense offset arrangement 0.00%(1) 0.01% 0.06% 0.03% 0.01% ----------- ---------- ---------- ---------- ---------- Total expenses 0.82% 0.84% 0.83% 0.88% 0.83% Ratio of net investment income to average net assets 2.33% 2.90% 3.36% 3.29% 3.37% Portfolio turnover rate 82% 94% 45% 22% 44%
- ---------- (1) Amount is less than 0.01%. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 9 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND NOTES TO FINANCIAL STATEMENTS June 30, 2003 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. BBH Tax Free Short/Intermediate Fixed Income Fund (the "Fund") is a separate, diversified series of BBH Trust (the "Trust") which is registered under the Investment Company Act of 1940, as amended. The Trust is an open-end management investment company organized as a Massachusetts business trust on June 7, 1983. The Fund commenced operations on July 23, 1992. The Declaration of Trust permits the Trustees to create an unlimited number of series, each of which may issue a separate class of shares. The Trustees have authorized the issuance of an unlimited number of shares of the Fund. At June 30, 2003, there were four series of the Trust. The Fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements and are based, in part, on the following accounting policies. Actual results could differ from those estimates. A. VALUATION OF INVESTMENTS. Bonds and other fixed income securities (other than short-term obligations, but including listed issues) are valued on the basis of valuations furnished by pricing services, use of which has been approved by the Board of Trustees. In making such valuations, the pricing services utilize both dealer-supplied valuations and electronic data processing techniques which take into account appropriate factors such as institutional-size trading in similar groups of securities, yield, quality, coupon rate, maturity, type of issue, trading characteristics and other market data, without exclusive reliance upon quoted prices or exchange or over-the-counter prices, since such valuations are believed to reflect more accurately the fair value of such securities. Securities or other assets for which market quotations are not readily available are valued at fair value in accordance with procedures established by and under the general supervision and responsibility of the Trustees. Short-term investments which mature in 60 days or less are valued at amortized cost, which approximates market value. B. ACCOUNTING FOR INVESTMENTS. Investment transactions are accounted for on the trade date. Realized gains and losses, if any, from investment transactions are determined on the basis of identified cost. Interest income is accrued daily and consists of interest accrued, discount earned (including both original issue and market discount) and premium amortization on the investments of the Fund. C. FEDERAL INCOME TAXES. Each series of the Trust is treated as a separate entity for federal income tax purposes. It is the Fund's policy to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its net income to its shareholders. Accordingly, no federal income tax provision is required. 10 D. DIVIDENDS AND DISTRIBUTIONS TO SHAREHOLDERS. Dividends from net investment income are declared daily and paid monthly. Distributions from net capital gains, if any, are paid annually and are recorded on the ex-dividend date. Distributions paid by the Fund from net interest received on tax-exempt bonds are not includable by shareholders as gross income for federal income tax purposes because the Fund intends to meet certain requirements of the Code applicable to regulated investment companies which will enable the Fund to pay tax-exempt interest dividends. E. CHANGE IN ACCOUNTING PRINCPLE. As required, effective July 1, 2001, the Fund has adopted the provisions of the AICPA Audit and Accounting Guide for Investment Companies and began amortizing discounts or premiums on debt securities using the interest method. Prior to July 1, 2001, the Fund amortized discount or premiums on debt securities using the straight-line method. 2. TRANSACTIONS WITH AFFILIATES. INVESTMENT ADVISORY FEES. The Trust has an investment advisory agreement with Brown Brothers Harriman ("BBH") for which BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate equivalent to 0.25% of the Fund's average daily net assets. BBH has established a separately identifiable department (SID) to provide investment advice to mutual funds. The SID is registered with the Securities and Exchange Commission under the Investment Advisors Act of 1940. For the year ended June 30, 2003, the Fund incurred $259,728 for advisory services. ADMINISTRATIVE FEES. The Trust has an administration agreement with Brown Brothers Harriman Trust Company, LLC ("BBHTC") for which BBHTC receives a fee from the Fund calculated daily and paid monthly at an annual rate equivalent to 0.15% of the Fund's average daily net assets. BBHTC has a subadministration services agreement with Federated Services Company ("FSC") for which FSC receives compensation paid by BBHTC. For the year ended June 30, 2003, the Fund incurred $155,837 for administrative services. SHAREHOLDER SERVICING/ELIGIBLE INSTITUTION AGREEMENT. The Trust has a shareholder servicing agreement and an eligible institution agreement with BBH for which BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate equivalent to 0.25% of the Fund's average daily net assets. For the year ended June 30, 2003, the Fund incurred $259,728 for shareholder servicing/eligible institution services. BOARD OF TRUSTEES' FEES. Each Trustee receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the year ended June 30, 2003, the Fund incurred $10,346 for Trustees' fees. CUSTODY FEES. The Fund has a custody agreement with BBH for which BBH receives a fee calculated and paid monthly. For the year ended June 30, 2003, the Fund incurred $77,596 for custody services. These fees were reduced by $1,817 as a result of an expense offset arrangement with the Fund's custodian. 11 3. INVESTMENT TRANSACTIONS. The Fund invests primarily in debt securities issued by municipalities. The ability of the issuers of the debt securities to meet their obligation may be affected by economic developments in a specific state or municipality. The aggregate holdings by state ranged from 0.2% to 28.0% of investments. At June 30, 2003, the five largest holdings by state were Texas 28.0%; Michigan 7.6%; Connecticut 6.6%; Illinois 5.4% and Florida 4.6%. For the year ended June 30, 2003, the cost of purchases and the proceeds of sales of investment securities other than short-term investments were $106,855,711 and $84,535,109, respectively. 4. SHARE TRANSACTIONS. Transactions in fund shares were as follows:
FOR THE FOR THE YEAR ENDED YEAR ENDED JUNE 30, 2003 JUNE 30, 2002 ------------- ------------- Fund shares sold 6,694,603 5,371,131 Fund shares issued in connection with reinvestment of dividends 84,673 84,073 Fund shares repurchased (4,588,238) (3,907,446) ------------- ------------- Net increase 2,191,038 1,547,758 ============= =============
12 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND INDEPENDENT AUDITORS' REPORT Trustees and Shareholders BBH Tax Free Short/Intermediate Fixed Income Fund (a series of BBH Trust): We have audited the accompanying statement of assets and liabilities of BBH Tax Free Short/Intermediate Fixed Income Fund (a series of BBH Trust) (the "Fund"), including the portfolio of investments, as of June 30, 2003, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned at June 30, 2003, by correspondence with the custodian. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BBH Tax Free Short/Intermediate Fixed Income Fund as of June 30, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Boston, Massachusetts August 15, 2003 13 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND ADDITIONAL FEDERAL TAX INFORMATION June 30, 2003 (unaudited) The percentage of tax-exempt dividends paid by the BBH Tax Free Short/Intermediate Fixed Income Fund (the "Fund") for the year ended June 30, 2003 was 97.36%. The Fund hereby designates the approximate amount of $381,894 as capital gain dividends for the purpose of the dividends paid deduction. In January 2004, the Fund will report on Form 1099 the tax status of all distributions made during the calendar year 2003. Shareholders should use the information on Form 1099 for their income tax returns. 14 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE The Federal Reserve continued to reduce overnight rates further throughout the year in response to concerns over waning demand and potential deflation. By fiscal year-end June 30, 2003, the Federal Reserve lowered overnight rates 75 basis points to 1.00% and rates declined to 35-year lows. The Federal Reserves policy of monetary ease and the subsequent Treasury market rally aided the municipal bond market. On the supply side, the municipal market experienced another year of increased new issuance as the low interest rate environment encouraged municipalities to issue bonds to refinance higher outstanding debt and bridge budget gaps. Adding some uncertainty to the municipal market was the announcement of President Bush's $674 billion economic stimulus package. Included were proposals to eliminate the double taxation of dividends and the acceleration of marginal tax-rate cuts. The proposals, if fully enacted, would negatively impact the relative appeal of municipal securities versus other asset classes. Despite these factors, municipals posted impressive gains but lagged other fixed income asset classes. Yields fell 70 to 102 basis points on short and intermediate maturity high grade municipal securities. On the demand side, tax-exempts saw positive mutual fund flows and retail interest remained strong as investors remained risk adverse. The appeal of municipals comes primarily from its low default risk and relatively low price volatility compared to other asset classes. Insurance company demand remained strong as profitability increased their appetite for tax-exempt income. The relative cheapness of municipals was the driving force behind non-traditional buyers such as hedge funds, corporate accounts, and crossover and arbitrage buyers. Interest peaked especially during periods when municipal bond yields lagged Treasuries and some high-quality municipals traded at or near Treasury yields. The Fund's Investment advisor maintained a weighted average in the Fund of 2.5 years. Portfolio holdings were geographically diversified across various sectors. Throughout the fiscal year we emphasized high quality securities and increased our exposure to less credit sensitive sectors. The widening of credit spreads was most pronounced in mid to lower tier credits. Spreads on AAA to AA-rated securities remained relatively stable, while A-rated spreads rose to their widest levels. On a selective basis, we avoided adding to the general obligation sector as deterioration on the state and local level triggered spread widening as most states worked to close their budget deficits. Throughout the fiscal year, we added exposure to insured, revenue backed and essential service sectors, such as water and sewer, higher education and transportation revenue bonds. 15 GROWTH OF $10,000 INVESTED IN BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND The graph below illustrates the hypothetical investment of $10,000(1) in the Fund from July 23, 1992 to June 30, 2003 as compared to the Lehman Brothers 3-Year Municipal Index ("LB 3 Yr Muni")(2). [CHART]
TOTAL RETURN FOR THE PERIOD ENDED JUNE 30, 2003 SINCE INCEPTION ONE YEAR FIVE YEARS (NOT ANNUALIZED) - ----------------------------------------- 4.04% 4.16% 4.21%
BBTFX* LB 3 YR MUNI 7/23/92 $ 10,000 7/31/92 $ 10,060 $ 10,000 8/31/92 $ 10,043 $ 9,955 9/30/92 $ 10,142 $ 10,037 10/31/92 $ 10,075 $ 9,997 11/30/92 $ 10,192 $ 10,067 12/31/92 $ 10,243 $ 10,128 1/31/93 $ 10,341 $ 10,204 2/28/93 $ 10,501 $ 10,364 3/31/93 $ 10,462 $ 10,333 4/30/93 $ 10,523 $ 10,393 5/31/93 $ 10,540 $ 10,421 6/30/93 $ 10,615 $ 10,488 7/31/93 $ 10,594 $ 10,493 8/31/93 $ 10,697 $ 10,590 9/30/93 $ 10,737 $ 10,637 10/31/93 $ 10,764 $ 10,659 11/30/93 $ 10,744 $ 10,646 12/31/93 $ 10,849 $ 10,757 1/31/94 $ 10,908 $ 10,845 2/28/94 $ 10,813 $ 10,744 3/31/94 $ 10,746 $ 10,614 4/30/94 $ 10,744 $ 10,676 5/31/94 $ 10,774 $ 10,727 6/30/94 $ 10,784 $ 10,730 7/31/94 $ 10,867 $ 10,819 8/31/94 $ 10,911 $ 10,858 9/30/94 $ 10,879 $ 10,831 10/31/94 $ 10,868 $ 10,805 11/30/94 $ 10,827 $ 10,785 12/31/94 $ 10,881 $ 10,832 1/31/95 $ 10,948 $ 10,921 2/28/95 $ 11,082 $ 11,037 3/31/95 $ 11,150 $ 11,137 4/30/95 $ 11,183 $ 11,174 5/31/95 $ 11,330 $ 11,345 6/30/95 $ 11,363 $ 11,373 7/31/95 $ 11,440 $ 11,493 8/31/95 $ 11,484 $ 11,583 9/30/95 $ 11,496 $ 11,615 10/31/95 $ 11,543 $ 11,671 11/30/95 $ 11,612 $ 11,746 12/31/95 $ 11,656 $ 11,795 1/31/96 $ 11,734 $ 11,887 2/29/96 $ 11,736 $ 11,889 3/31/96 $ 11,692 $ 11,861 4/30/96 $ 11,718 $ 11,875 5/31/96 $ 11,730 $ 11,886 6/30/96 $ 11,766 $ 11,957 7/31/96 $ 11,838 $ 12,023 8/31/96 $ 11,850 $ 12,041 9/30/96 $ 11,921 $ 12,114 10/31/96 $ 11,978 $ 12,199 11/30/96 $ 12,071 $ 12,313 12/31/96 $ 12,074 $ 12,319 1/31/97 $ 12,117 $ 12,373 2/28/97 $ 12,166 $ 12,434 3/31/97 $ 12,108 $ 12,369 4/30/97 $ 12,133 $ 12,422 5/31/97 $ 12,228 $ 12,523 6/30/97 $ 12,277 $ 12,597 7/31/97 $ 12,372 $ 12,746 8/31/97 $ 12,370 $ 12,721 9/30/97 $ 12,433 $ 12,813 10/31/97 $ 12,469 $ 12,869 11/30/97 $ 12,493 $ 12,906 12/31/97 $ 12,554 $ 12,994 1/31/98 $ 12,626 $ 13,079 2/28/98 $ 12,649 $ 13,107 3/31/98 $ 12,664 $ 13,128 4/30/98 $ 12,641 $ 13,110 5/31/98 $ 12,738 $ 13,232 6/30/98 $ 12,799 $ 13,276 7/31/98 $ 12,824 $ 13,324 8/31/98 $ 12,934 $ 13,453 9/30/98 $ 12,997 $ 13,539 10/31/98 $ 13,045 $ 13,604 11/30/98 $ 13,069 $ 13,637 12/31/98 $ 13,119 $ 13,670 1/31/99 $ 13,204 $ 13,794 2/28/99 $ 13,193 $ 13,810 3/31/99 $ 13,191 $ 13,821 4/30/99 $ 13,231 $ 13,864 5/31/99 $ 13,201 $ 13,844 6/30/99 $ 13,111 $ 13,761 7/31/99 $ 13,174 $ 13,829 8/31/99 $ 13,172 $ 13,846 9/30/99 $ 13,208 $ 13,898 10/31/99 $ 13,205 $ 13,900 11/30/99 $ 13,242 $ 13,961 12/31/99 $ 13,227 $ 13,939 1/31/2000 $ 13,238 $ 13,964 2/29/2000 $ 13,278 $ 14,007 3/31/2000 $ 13,330 $ 14,079 4/30/2000 $ 13,324 $ 14,081 5/31/2000 $ 13,337 $ 14,095 6/30/2000 $ 13,489 $ 14,274 7/31/2000 $ 13,584 $ 14,389 8/31/2000 $ 13,662 $ 14,499 9/30/2000 $ 13,660 $ 14,502 10/31/2000 $ 13,725 $ 14,584 11/30/2000 $ 13,764 $ 14,643 12/31/2000 $ 13,910 $ 14,807 1/31/2001 $ 14,083 $ 15,031 2/28/2001 $ 14,118 $ 15,089 3/31/2001 $ 14,214 $ 15,195 4/30/2001 $ 14,187 $ 15,173 5/31/2001 $ 14,309 $ 15,312 6/30/2001 $ 14,349 $ 15,380 7/31/2001 $ 14,444 $ 15,505 8/31/2001 $ 14,567 $ 15,666 9/30/2001 $ 14,647 $ 15,745 10/31/2001 $ 14,716 $ 15,847 11/30/2001 $ 14,669 $ 15,797 12/31/2001 $ 14,677 $ 15,782 1/31/2002 $ 14,824 $ 15,983 2/28/2002 $ 14,911 $ 16,102 3/31/2002 $ 14,679 $ 15,862 4/30/2002 $ 14,895 $ 16,096 5/31/2002 $ 14,970 $ 16,189 6/30/2002 $ 15,085 $ 16,328 7/31/2002 $ 15,188 $ 16,455 8/31/2002 $ 15,273 $ 16,560 9/30/2002 $ 15,360 $ 16,691 10/31/2002 $ 15,292 $ 16,600 11/30/2002 $ 15,309 $ 16,643 12/31/2002 $ 15,503 $ 16,882 1/31/2003 $ 15,519 $ 16,935 2/28/2003 $ 15,618 $ 17,044 3/31/2003 $ 15,564 $ 17,025 4/30/2003 $ 15,609 $ 17,070 5/31/2003 $ 15,710 $ 17,202 6/30/2003 $ 15,694 $ 17,175
*net of fees and expenses Past performance is no guarantee of future results. Returns shown do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares. For after-tax returns, contact the Fund at 1-800-625-5759. Investment return and principal value will fluctuate, so that an investor's shares, when redeemed, may be worth more or less than their original cost. Mutual funds are not obligations of or guaranteed by any bank and are not federally insured. - ---------- (1) The Fund's performance assumes the reinvestment of the dividends and distributions. The LB 3 Yr Muni reflects reinvestment of interest on securities in the index. The LB 3 Yr Muni is not adjusted to reflect taxes, sales charges, expenses or other fees that the Securities and Exchange Commission ("SEC") requires to be reflected in the Fund's performance. (2) Lehman Brothers 3-Year Municipal Index is a broad-based market index. To be included in the index, bonds must have a minimum credit rating of Baa. They must have an outstanding par value of at least $5 million and be issued as part of a transaction of at least $50 million. The bonds must have a dated-date after December 31, 1990 and must be at least one year from their maturity date. As of January 1996, the index also includes zero coupon bonds and bonds subject to the Alternative Minimum Tax. Index returns do not reflect taxes, sales charges, expenses or other fees that the SEC requires to be reflected in the Fund's performance. The index is unmanaged, and it is not possible to invest directly in an index. 16 TRUSTEES AND OFFICERS OF BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND (unaudited) Information pertaining to the Trustees of the Trust and executive officers of the Trust is set forth below. Part B to the Registration Statement of BBH Tax Free Short/Intermediate Fixed Income Fund includes additional information about the Fund's Trustees and is available upon request without charge through your financial advisor.
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO IN OTHER POSITION(S) AND FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE - ----------------------------------------------------------------------------------------------------------------------------------- Trustees Joseph V. Shields Jr. Chairman of Since Managing Director, Chairman and Chief Executive 13 None (aged 65) the Board, and 1990 Officer of Shields & Company (registered Shields & Company Trustee broker-dealer and member of New York Stock 140 Broadway Exchange); Chairman of Capital Management New York, NY 10005 Associates, Inc. (registered investment adviser); Vice Chairman and Trustee of New York Racing Association; Director of Flowers Industries, Inc. (diversified food company). Eugene P. Beard Trustee Since Retired; Vice Chairman-Finance/Operations and CFO 13 Director of (aged 68) 1993 (Until February 2002); Special Advisor (February Old Westbury The Interpublic Group 2002 to present), The Interpublic Group of Funds (5); of Companies, Inc., Companies, Inc. Trustee of 372 Danbury Road Sandhill 2nd Floor Investment Wilton, CT 06897 Fund II. Richard Carpenter Trustee Since Retired; Director of Investments, Pennsylvania 13 None (aged 70) 1999 Public School Employees' Retirement System (until 10820 North December 1997). La Quinta Drive Tucson, AZ 85737 David P. Feldman Trustee Since Retired; Chairman and CEO of AT&T Investment 13 Director of (aged 63) 1990 Management Corporation (until May 1997); Director Dreyfus 3 Tall Oaks Drive of Jeffrey Co. (1992 to present); Director of Mutual Funds Warren, NJ 07059 QMED (1999 to present). (59 Funds)
17
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO IN OTHER POSITION(S) AND FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE - ----------------------------------------------------------------------------------------------------------------------------------- J. Angus Ivory Trustee Since Retired; Director of Brown Brothers Harriman Ltd. 13 None (aged 71) 1999 (subsidiary of Brown Brothers Harriman & Co.) Greenway Farm, (until December 2001); Advisor, RAF Central Fund Tockenham, Swindon, (1992-June 2003). Wiltshire, SN4 7PP England Alan G. Lowy Trustee Since Private Investor. 13 None (aged 64) 1993 4111 Clear Valley Drive Encino, CA 91436 Arthur D. Miltenberger Trustee Since Retired; Executive Vice President and Chief 13 None (aged 64) 1992 Financial Officer of Richard K. Mellon and Sons 503 Darlington Road (until June 1998); Vice President and Treasurer Ligonier, PA 15658 of Richard King Mellon Foundation (until June 1998); Trustee, R.K. Mellon Family Trusts (1981-June 2003); General Partner, Mellon Family Investment Company IV, V and VI (1983-2002); Director of Aerostructures Corporation (aircraft manufacturer) (1996-July 2003). Officers Charles Izard President Since President of the Trust, BBH Common Settlement N/A N/A (aged 44) 2003 Fund, Inc., BBH Common Settlement Fund II, Inc., 140 Broadway BBH Fund, Inc. and the BBH U.S. Money Market New York, NY 10005 Portfolio (since November 2002); Managing Director (since January 2001), Senior Vice President (1995-December 2000) of Brown Brothers Harriman & Co. ("BBH & Co.")
18
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO IN OTHER POSITION(S) AND FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE - ----------------------------------------------------------------------------------------------------------------------------------- Michael D. Martins Vice President, Since Vice President, Treasurer, Principal Accounting N/A N/A (aged 37) Treasurer, 2002 Officer and Principal Financial Officer of the 140 Broadway Principal Trust, BBH Common Settlement Fund, Inc., BBH New York, NY 10005 Accounting Common Settlement Fund II, Inc., BBH Fund, Inc. Officer and and the BBH U.S. Money Market Portfolio; Vice Principal President (since April 2002) and Assistant Vice Financial President (December 1996-March 2002) of BBH & Co. Officer Gail C. Jones Secretary Since Secretary of the Trust, BBH Common Settlement N/A N/A (aged 49) 2002 Fund, Inc., BBH Common Settlement Fund II, Inc., 1001 Liberty Avenue BBH Fund, Inc. and the BBH U.S. Money Market Pittsburgh, PA Portfolio (since August 2002); Counsel, 15222-3779 ReedSmith, LLP (since October 2002); Corporate Counsel January 1997 to September 2002 and Vice President January 1999 to September 2002 of Federated Services Company. Peter J. Germain Vice President Since Vice President of the Trust, BBH Common N/A N/A (aged 43) 2002 Settlement Fund, Inc., BBH Common Settlement Fund 1001 Liberty Avenue II, Inc., BBH Fund, Inc. and the BBH U.S. Money Pittsburgh, PA Market Portfolio (since August 2002); Senior Vice 15222-3779 President, Federated Services Company (since November 1997). Judith J. Mackin Vice President Since Vice President of the Trust, BBH Common N/A N/A (aged 43) 2002 Settlement Fund, Inc., BBH Common Settlement Fund 1001 Liberty Avenue II, Inc., BBH Fund, Inc. and the BBH U.S. Money Pittsburgh, PA Market Portfolio (since August 2002); Vice 15222-3779 President of Federated Services Company (since November 1997).
19
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO IN OTHER POSITION(S) AND FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE - ----------------------------------------------------------------------------------------------------------------------------------- Victor Siclari Assistant Since Assistant Secretary of the Trust, BBH Common N/A N/A (aged 41) Secretary 2002 Settlement Fund, Inc., BBH Common Settlement Fund 1001 Liberty Avenue II, Inc., BBH Fund, Inc. and the BBH U.S. Money Pittsburgh, PA Market Portfolio (since August 2002); Partner, 15222-3779 ReedSmith, LLP (since October 2002); Vice President (March 1996 to September 2002) and Senior Corporate Counsel (July 1998 to September 2002) of Federated Investors, Inc. Nancy D. Osborn Assistant Since Assistant Secretary of the Trust, BBH Common N/A N/A (aged 37) Secretary 2002 Settlement Fund, Inc., BBH Common Settlement Fund 140 Broadway II, Inc., BBH Fund, Inc. and the BBH U.S. Money New York, NY 10005 Market Portfolio (since August 2002); Assistant Vice President (since April 2003) and Associate of BBH & Co. (April 1996-March 2003). John C. Smith Assistant Since Assistant Treasurer of the Trust, BBH Common N/A N/A (age 37) Treasurer 2002 Settlement Fund, Inc., BBH Common Settlement Fund 50 Milk Street II, Inc., BBH Fund, Inc. and the BBH U.S. Money Boston, MA 02109 Market Portfolio (since August 2002); Assistant Vice President (since September 2001), Associate (September 2000-August 2001) and Senior Analyst (June 1999-August 2000) of BBH & Co.; Manager, Fund Administration, State Street Bank and Trust Company (June 1997-May 1999).
20
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO IN OTHER POSITION(S) AND FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE - ----------------------------------------------------------------------------------------------------------------------------------- Gregory Lomakin Assistant Since Assistant Treasurer of the Trust, BBH Common N/A N/A (aged 38) Treasurer 2002 Settlement Fund, Inc., BBH Common Settlement Fund 50 Milk Street II, Inc., BBH Fund, Inc. and the BBH U.S. Money Boston, MA 02109 Market Portfolio (since August 2002); Vice President (since April 2003), Assistant Vice President (April 2001-March 2003), and Associate (May 1992-March 2001) of BBH & Co.
# Each Trustee holds office until he or she attains the age of 70 (72, in the case of Trustees who were elected as such before January 1, 2000), or until he or she sooner dies, resigns or is removed from office in accordance with the provisions of the Trust's Declaration of Trust. All Officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust's By-laws). ^ The Fund Complex consists of the Trust, BBH Fund, Inc., BBH Common Settlement Fund, Inc., BBH Common Settlement Fund II, Inc. and BBH U.S. Money Market Portfolio. The Trust, which has four series, and BBH Fund, Inc., which has six series, are each counted as one "fund" for purposes of this table. 21 INVESTMENT ADVISER AND ADMINISTRATOR BROWN BROTHERS HARRIMAN 140 BROADWAY NEW YORK, NY 10005 DISTRIBUTOR EDGEWOOD SERVICES, INC. 5800 CORPORATE DRIVE PITTSBURGH, PA 15237-7000 SHAREHOLDER SERVICING AGENT BROWN BROTHERS HARRIMAN 140 BROADWAY NEW YORK, NY 10005 (800) 625-5759 TO OBTAIN INFORMATION OR MAKE SHAREHOLDER INQUIRIES: By telephone: Call 1-800-575-1265 By E-mail send your request to: bbhfunds@bbh.com This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund. Such offering is made only by the prospectus, which includes details as to offering price and other material information. [BROWN BROTHERS HARRIMAN LOGO] [BROWN BROTHERS HARRIMAN LOGO] ANNUAL REPORT JUNE 30, 2003 BBH TAX EXEMPT MONEY FUND BBH TAX EXEMPT MONEY FUND PORTFOLIO OF INVESTMENTS June 30, 2003
PRINCIPAL MATURITY INTEREST AMOUNT DATE RATE VALUE - -------------- ---------- --------- -------------- MUNICIPAL BONDS (79.4%) EDUCATION (8.3%) $ 7,200,000 Connecticut State Health & Educational Facilities Authority* 07/01/03 1.000% $ 7,200,000 2,700,000 Connecticut State Health & Educational Facilities Authority* 07/02/03 1.000 2,700,000 500,000 Connecticut State Health & Educational Facilities Authority 11/01/03 5.500 507,181 1,100,000 East Carolina University, North Carolina* 07/02/03 1.100 1,100,000 3,740,000 Massachusetts State Health & Educational Facilities Authority* 07/01/03 0.900 3,740,000 3,000,000 Massachusetts State Health & Educational Facilities Authority* 07/03/03 0.950 3,000,000 1,900,000 Massachusetts State Industrial Finance Agency, Showa Women's Institute Revenue* 07/01/03 1.100 1,900,000 500,000 Muncie, Indiana, School Building Corp. 07/15/04 6.000 525,773 2,800,000 New Jersey State Educational Facilities Authority* 07/01/03 1.000 2,800,000 3,000,000 Ohio State University Revenue* 07/03/03 1.000 3,000,000 2,300,000 Ohio State University Revenue* 07/09/03 1.000 2,300,000 1,000,000 Ohio State University Revenue* 07/09/03 0.930 1,000,000 2,770,000 Pennsylvania State Higher Educational Facilities Authority* 07/02/03 1.050 2,770,000 1,000,000 Pennsylvania State Higher Educational Facilities Authority 06/15/04 5.250 1,039,478 2,500,000 University of Missouri Revenue* 07/01/03 0.980 2,500,000 1,800,000 University of Pittsburgh Revenue* 07/02/03 1.050 1,800,000 800,000 Virginia State Public School Authority 08/01/03 5.000 802,640 -------------- TOTAL EDUCATION 38,685,072 -------------- ESCROWED TO MATURITY (a) (1.2%) 1,895,000 Intermountain Power Agency, Utah, Power Supply Revenue 07/01/03 6.250 1,895,000 745,000 Massachusetts State Water Pollution Abatement Trust 02/01/04 6.000 766,641 1,000,000 New Jersey State Transit Corp. 09/01/03 5.500 1,007,375
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 2
PRINCIPAL MATURITY INTEREST AMOUNT DATE RATE VALUE - -------------- ---------- --------- -------------- MUNICIPAL BONDS (CONTINUED) ESCROWED TO MATURITY (CONTINUED) $ 500,000 New York State Power Authority 01/01/04 6.700% $ 513,447 800,000 Rhode Island State 08/01/03 6.250 803,511 480,000 Stamford, Connecticut 08/15/03 5.000 482,344 -------------- TOTAL ESCROWED TO MATURITY 5,468,318 -------------- GENERAL OBLIGATIONS (22.8%) 2,000,000 Baltimore County, Maryland 09/01/03 3.000 2,005,717 1,000,000 Boston, Massachusetts 02/01/04 5.000 1,023,110 15,100,000 Clark County, Nevada, School District* 07/09/03 0.920 15,100,000 5,000,000 Connecticut State* 07/03/03 1.100 5,000,000 500,000 Cook County, Illinois 11/15/03 5.100 507,374 500,000 Dade County, Florida, School District 07/15/03 5.000 500,745 750,000 Delaware State 12/01/03 5.700 763,694 750,000 Delaware State 01/01/04 5.000 764,288 2,495,000 Delaware State 04/01/04 5.250 2,572,046 2,385,000 District of Columbia* 07/02/03 1.050 2,385,000 4,310,000 Du Page, Illinois, Water Commission 03/01/04 5.000 4,422,675 4,750,000 Georgia State 07/01/03 5.500 4,750,000 4,890,000 Georgia State 11/01/03 3.250 4,914,873 450,000 Georgia State 04/01/04 6.250 467,180 1,200,000 Georgia State 07/01/04 6.500 1,266,251 4,000,000 Harris County, Texas* 07/02/03 1.100 4,000,000 1,000,000 Hawaii State 09/01/03 6.000 1,008,454 2,200,000 Hennepin County, Minnesota* 07/03/03 0.850 2,200,000 1,400,000 Hennepin County, Minnesota* 07/03/03 0.850 1,400,000 1,000,000 Humble, Texas, Independent School District 02/15/04 3.500 1,015,429 600,000 Louisiana State 04/15/04 6.000 623,313 500,000 Maryland State 07/15/03 4.000 500,558 1,500,000 Maryland State 08/01/03 5.125 1,505,299 305,000 Minneapolis, Minnesota* 07/03/03 1.050 305,000 2,000,000 Minneapolis, Minnesota* 07/09/03 1.100 2,000,000 620,000 Minneapolis, Minnesota* 07/09/03 1.100 620,000 500,000 Minnesota State 08/01/03 5.100 501,392 2,325,000 Minnesota State 08/01/03 4.750 2,331,657
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 3
PRINCIPAL MATURITY INTEREST AMOUNT DATE RATE VALUE - -------------- --------- --------- -------------- MUNICIPAL BONDS (CONTINUED) GENERAL OBLIGATIONS (CONTINUED) $ 2,000,000 Minnesota State 08/01/03 4.400% $ 2,005,821 1,000,000 Missouri State 10/01/03 4.000 1,007,487 400,000 Monmouth County, New Jersey 09/01/03 4.400 402,176 2,305,000 Montgomery County, Maryland 07/01/03 5.500 2,305,000 5,000,000 New York, New York* 07/01/03 0.950 5,000,000 2,500,000 New York, New York* 07/01/03 0.950 2,500,000 1,900,000 New York, New York* 07/01/03 0.950 1,900,000 1,800,000 New York, New York* 07/01/03 0.950 1,800,000 1,100,000 New York, New York* 07/01/03 0.950 1,100,000 1,100,000 New York, New York* 07/01/03 0.950 1,100,000 600,000 New York, New York* 07/01/03 0.950 600,000 325,000 New York, New York* 07/01/03 0.950 325,000 200,000 New York, New York* 07/01/03 0.950 200,000 100,000 New York, New York* 07/01/03 0.950 100,000 1,000,000 New York, New York* 07/09/03 1.010 1,000,000 2,000,000 New York, New York* 07/09/03 0.950 2,000,000 550,000 North Carolina State 09/01/03 5.000 553,237 600,000 North Carolina State 03/01/04 4.500 613,914 750,000 Richardson, Texas, Independent School District 02/15/04 5.000 768,371 1,590,000 Richland County, South Carolina, School District 03/01/04 4.900 1,630,127 500,000 Ridgefield, Connecticut 09/15/03 4.000 503,019 3,635,000 Seattle, Washington* 07/02/03 1.050 3,635,000 1,500,000 Seattle, Washington 08/01/03 4.000 1,503,566 5,000,000 Seattle, Washington 12/01/03 3.000 5,034,641 800,000 South Carolina State 01/01/04 5.000 815,929 1,000,000 Utah State 07/01/03 5.000 1,000,000 900,000 Utah State* 07/09/03 1.050 900,000 1,000,000 Washington State 09/01/03 5.300 1,007,127 480,000 Washington Suburban Sanitary Commission, Maryland 06/01/04 4.400 494,854 -------------- TOTAL GENERAL OBLIGATIONS 106,259,324 --------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 4
PRINCIPAL MATURITY INTEREST AMOUNT DATE RATE VALUE - -------------- --------- --------- -------------- MUNICIPAL BONDS (CONTINUED) HEALTH CARE (5.5%) $ 2,700,000 Cuyahoga County, Ohio, Hospital Revenue* 07/09/03 0.920% $ 2,700,000 800,000 Harris County, Texas, Health Facilities Development Corp.* 07/01/03 1.000 800,000 5,500,000 Illinois Health Care Facilities Authority* 07/02/03 0.990 5,500,000 9,500,000 Montana State Health Facilities Authority* 07/02/03 1.200 9,500,000 1,500,000 Oklahoma State Industries Authority, Hospital Revenue* 07/01/03 1.000 1,500,000 1,200,000 Reno, Nevada, Hospital Revenue* 07/09/03 1.060 1,200,000 4,200,000 Washington State Health Care Facilities Authority* 07/09/03 1.090 4,200,000 -------------- TOTAL HEALTH CARE 25,400,000 -------------- INDUSTRIAL (12.7%) 2,600,000 Berkeley County, South Carolina, Pollution Control Revenue* 07/01/03 0.950 2,600,000 5,400,000 Columbia, Alabama, Pollution Control Revenue* 07/01/03 1.100 5,400,000 2,300,000 Columbia, Alabama, Pollution Control Revenue* 07/01/03 1.100 2,300,000 600,000 Delaware County, Pennsylvania, Industrial Development Authority* 07/02/03 0.870 600,000 9,950,000 Forsyth, Montana, Pollution Control Revenue* 07/01/03 1.100 9,950,000 4,400,000 Gulf Coast Waste Disposal Authority, Texas* 07/03/03 0.920 4,400,000 1,000,000 Hurley, New Mexico, Pollution Control Revenue* 07/01/03 0.950 1,000,000 5,000,000 Jackson County, Mississippi, Port Facility Revenue* 07/01/03 0.950 5,000,000 3,700,000 Joliet, Illinois, Regional Port District* 07/09/03 0.920 3,700,000 5,400,000 Kemmerer, Wyoming, Pollution Control Revenue* 07/09/03 0.920 5,400,000 500,000 Lincoln County, Wyoming, Pollution Control Revenue* 07/01/03 0.900 500,000 7,500,000 Lincoln Country, Wyoming, Pollution Control Revenue* 07/09/03 0.920 7,500,000
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 5
PRINCIPAL MATURITY INTEREST AMOUNT DATE RATE VALUE - -------------- --------- --------- -------------- MUNICIPAL BONDS (CONTINUED) INDUSTRIAL (CONTINUED) $ 6,500,000 Lincoln County, Wyoming, Pollution Control Revenue* 07/09/03 0.920% $ 6,500,000 800,000 Midlothian, Texas, Pollution Control Revenue* 07/02/03 0.970 800,000 2,600,000 Moffat County, Colorado, Pollution Control Revenue* 07/01/03 0.950 2,600,000 1,000,000 Port Arthur, Texas, Navigation District* 07/01/03 0.950 1,000,000 -------------- TOTAL INDUSTRIAL 59,250,000 -------------- MISCELLANEOUS (10.9%) 1,500,000 California Housing Finance Agency* 07/09/03 1.300 1,500,000 2,900,000 California Housing Finance Agency* 07/09/03 0.940 2,900,000 10,000,000 California State 06/16/04 2.000 10,082,639 1,365,000 Clayton County, Georgia, Housing Authority* 07/09/03 1.500 1,365,000 1,500,000 Colorado Housing & Finance Authority* 07/02/03 1.050 1,500,000 500,000 Michigan Municipal Bond Authority 10/01/03 6.000 505,216 5,500,000 Michigan State Housing Development Authority, Rental Housing Revenue* 07/02/03 0.950 5,500,000 3,150,000 New Hampshire Municipal Bond Bank 08/15/03 5.250 3,166,003 1,600,000 New Jersey Sports & Exposition Authority 09/01/03 4.250 1,608,484 900,000 New York State Local Government Assistance Corp.* 07/09/03 0.900 900,000 12,100,000 New York, New York, City Transitional Finance Authority* 07/01/03 1.100 12,100,000 500,000 New York, New York, City Transitional Finance Authority* 07/01/03 0.980 500,000 200,000 New York, New York, City Transitional Finance Authority* 07/01/03 0.950 200,000 1,000,000 New York, New York, City Transitional Finance Authority* 07/02/03 1.000 1,000,000 2,170,000 New York, New York, City Transitional Finance Authority* 07/09/03 1.250 2,170,000 550,000 Orem, Utah, Municipal Building Authority 06/15/04 4.500 567,899 5,000,000 Riverside County, California, Special Tax* 07/02/03 0.950 5,000,000 -------------- TOTAL MISCELLANEOUS 50,565,241 --------------
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 6
PRINCIPAL MATURITY INTEREST AMOUNT DATE RATE VALUE - -------------- --------- --------- -------------- MUNICIPAL BONDS (CONTINUED) PRE-REFUNDED (a) (5.3%) $ 500,000 Atlanta, Georgia, Water & Sewer Revenue 01/01/04 5.000% $ 519,563 2,500,000 Atlanta, Georgia, Water & Sewer Revenue 01/01/04 4.750 2,595,863 4,000,000 Burlington County, New Jersey, Bridge Commission 10/01/03 5.300 4,077,728 1,235,000 Charlotte, North Carolina 02/01/04 5.900 1,294,308 1,000,000 Dallas, Texas 02/15/04 5.000 1,024,694 645,000 Dallas, Texas, Independent School District 08/15/03 5.700 648,554 1,000,000 Honolulu, Hawaii, City & County 06/01/04 6.000 1,054,408 500,000 Jacksonville, Florida, Electric Authority Revenue 10/01/03 5.250 505,200 1,000,000 Maricopa County, Arizona, Elementary School District 07/01/03 5.400 1,020,000 2,400,000 Maricopa County, Arizona, Stadium District 07/01/03 5.500 2,448,000 3,000,000 Massachusetts State Health & Educational Facilities Authority 11/24/03 5.300 3,109,927 1,040,000 Maui County, Hawaii 06/01/04 5.150 1,088,940 500,000 New York State Thruway Authority 04/01/04 5.750 527,442 3,000,000 Ohio State Public Facilities Commission 12/01/03 4.250 3,068,821 750,000 Salt Lake City, Utah, Water & Sewer Revenue 02/01/04 6.100 771,731 500,000 Stamford, Connecticut 03/15/04 5.300 524,622 500,000 Wisconsin State 05/01/04 5.500 517,886 -------------- TOTAL PRE-REFUNDED 24,797,687 -------------- SALES TAX (0.1%) 700,000 Clearwater, Florida, Sales Tax Revenue 12/01/03 4.000 707,693 -------------- TRANSPORTATION (0.2%) 1,000,000 Central Oklahoma Transportation & Parking Authority 07/01/04 4.950 1,039,018 -------------- UTILITIES (1.9%) 1,105,000 Intermountain Power Agency, Utah, Power Supply Revenue 07/01/03 6.250 1,105,000 2,100,000 Jacksonville, Florida, Electric Authority Revenue* 07/01/03 1.000 2,100,000
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 7
PRINCIPAL MATURITY INTEREST AMOUNT DATE RATE VALUE - -------------- --------- --------- -------------- MUNICIPAL BONDS (CONTINUED) UTILITIES (CONTINUED) $ 1,800,000 Jacksonville, Florida, Electric Authority Revenue* 07/01/03 1.000% $ 1,800,000 500,000 Louisiana State Energy & Power Authority, Power Project Revenue 01/01/04 5.500 511,040 1,000,000 Salt River Project, Arizona 01/01/04 5.000 1,019,813 800,000 Washington State Public Power Supply System* 07/02/03 1.060 800,000 1,500,000 Washington State Public Power Supply System* 07/02/03 0.920 1,500,000 -------------- TOTAL UTILITIES 8,835,853 -------------- WATER/SEWER (10.5%) 1,400,000 Boston, Massachusetts, Water & Sewer Commission* 07/03/03 0.900 1,400,000 3,900,000 Durham, North Carolina, Water & Sewer Revenue* 07/02/03 1.100 3,900,000 585,000 Florida State Department of Environmental Protection 07/01/03 5.250 585,000 8,800,000 Massachusetts State Water Resources Authority* 07/01/03 1.100 8,800,000 4,000,000 Massachusetts State Water Resources Authority* 07/02/03 1.000 4,000,000 1,000,000 Massachusetts State Water Resources Authority* 07/02/03 0.920 1,000,000 5,900,000 Massachusetts State Water Resources Authority* 07/02/03 0.900 5,900,000 1,550,000 Massachusetts State Water Resources Authority* 07/02/03 0.900 1,550,000 4,000,000 New Jersey Economic Development Authority, Water Facilities Revenue* 07/01/03 1.100 4,000,000 2,100,000 New York, New York, City Municipal Water Finance Authority* 07/01/03 0.900 2,100,000 1,000,000 New York, New York, City Municipal Water Finance Authority* 07/02/03 1.050 1,000,000 11,000,000 New York, New York, City Municipal Water Finance Authority* 07/09/03 1.010 11,000,000
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 8
PRINCIPAL MATURITY INTEREST AMOUNT DATE RATE VALUE - -------------- --------- --------- -------------- MUNICIPAL BONDS (CONTINUED) WATER/SEWER (CONTINUED) $ 1,000,000 Pennsylvania Infrastructure Investment Authority 09/01/03 6.000% $ 1,007,886 1,000,000 Philadelphia, Pennsylvania, Water & Wastewater Revenue 08/01/03 6.750 1,004,725 500,000 South Bend, Indiana, Sewage Works Revenue 12/01/03 4.500 507,130 1,000,000 Texas Water Development Board 07/15/03 5.000 1,001,262 -------------- TOTAL WATER/SEWER 48,756,003 -------------- TOTAL MUNICIPAL BONDS 369,764,209 -------------- COMMERCIAL PAPER (20.2%) 3,100,000 Baltimore County, Maryland 08/12/03 0.950 3,100,000 3,000,000 Burke County, Georgia, Development Authority 07/10/03 1.000 3,000,000 1,200,000 Burke County, Georgia, Development Authority 07/10/03 1.000 1,200,000 2,000,000 City of Fort Worth, Texas 07/11/03 1.050 2,000,000 3,000,000 City of Fort Worth, Texas 07/15/03 1.050 3,000,000 4,845,000 City of Fort Worth, Texas 09/09/03 1.000 4,845,000 1,000,000 City of Houston, Texas 07/17/03 0.950 1,000,000 7,000,000 City of Houston, Texas 07/24/03 0.950 7,000,000 2,000,000 City of Houston, Texas 07/25/03 0.950 2,000,000 7,000,000 City of Houston, Texas 08/08/03 0.950 7,000,000 3,900,000 City of San Antonio, Texas 07/08/03 1.050 3,900,000 4,000,000 City of San Antonio, Texas 08/14/03 1.000 4,000,000 4,500,000 Howard County, Maryland 08/13/03 0.900 4,500,000 4,000,000 King County, Washington 07/15/03 1.050 4,000,000 10,000,000 Municipal Electric Authority, Georgia 07/08/03 0.950 10,000,000 3,642,000 Municipal Electric Authority, Georgia 07/09/03 1.000 3,642,000 2,000,000 Municipal Electric Authority, Georgia 07/09/03 1.000 2,000,000 8,000,000 New York, New York, City Municipal Water Finance Authority 07/17/03 1.050 8,000,000 2,600,000 Ohio State University 08/13/03 0.800 2,600,000 9,100,000 South Carolina State 07/09/03 1.050 9,100,000 2,500,000 South Carolina State 08/13/03 1.000 2,500,000
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 9
PRINCIPAL MATURITY INTEREST AMOUNT DATE RATE VALUE - -------------- ---------- --------- -------------- COMMERCIAL PAPER (CONTINUED) $ 2,000,000 Texas A&M University Board of Regents 12/04/03 0.930% $ 2,000,000 1,400,000 Tennessee State School Bond Authority 07/11/03 1.050 1,400,000 2,000,000 Tennessee State School Bond Authority 07/16/03 1.050 2,000,000 -------------- TOTAL COMMERCIAL PAPER 93,787,000 -------------- TOTAL INVESTMENTS, AT AMORTIZED COST 99.6% $ 463,551,209 OTHER ASSETS IN EXCESS OF LIABILITIES 0.4 1,845,461 --------- -------------- NET ASSETS 100.0% $ 465,396,670 ========= ==============
* Variable rate instrument. Interest rates change on specific dates (such as a coupon or interest payment date). The yield shown represents the June 30, 2003 coupon rate. (a) General obligation or revenue bonds that have been fully secured or collaterized by an escrow fund consisting of U.S. Government obligations that can adequately meet interest and principal payments. For pre-refunded obligations, the stated maturity represents the date of redemption which, pursuant to the terms of the escrow agreement, has been accelerated from the originally stated maturity date. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 10 BBH TAX EXEMPT MONEY FUND STATEMENT OF ASSETS AND LIABILITIES June 30, 2003 ASSETS: Investments, at amortized cost $ 463,551,209 Cash 1,603,972 Interest receivable 2,036,372 Prepaid expenses 14,128 -------------- TOTAL ASSETS 467,205,681 -------------- LIABILITIES: Payables for: Investments purchased 1,553,848 Shareholder servicing/eligible insitution fees 95,306 Investment advisory fees 57,184 Administrative fees 38,122 Professional fees 25,497 Custody fees 15,416 Dividends declared 6,524 Board of Trustees' fees 3,465 Accrued expenses and other liabilities 13,649 -------------- TOTAL LIABILITIES 1,809,011 -------------- NET ASSETS, for 465,473,132 fund shares outstanding $ 465,396,670 ============== Net Assets Consist of: Paid-in capital $ 465,396,670 ============== NET ASSET VALUE AND OFFERING PRICE PER SHARE $ 1.00 ==============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 11 BBH TAX EXEMPT MONEY FUND STATEMENT OF OPERATIONS For the year ended June 30, 2003 NET INVESTMENT INCOME: INCOME: Interest $ 5,502,242 -------------- EXPENSES: Shareholder services/eligible institution fees 1,071,342 Investment advisory fees 642,805 Administrative fees 428,537 Custody fees 130,283 Professional fees 40,661 Board of Trustees' fees 16,863 Miscellaneous expenses 92,060 -------------- TOTAL EXPENSES 2,422,551 Expense offset arrangement (4,952) -------------- NET EXPENSES 2,417,599 -------------- NET INVESTMENT INCOME $ 3,084,643 ==============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 12 BBH TAX EXEMPT MONEY FUND STATEMENT OF CHANGES IN NET ASSETS
FOR THE FOR THE YEAR ENDED YEAR ENDED JUNE 30, 2003 JUNE 30, 2002 --------------- --------------- INCREASE IN NET ASSETS: From Operations: Net investment income $ 3,084,643 $ 4,290,685 Total declared as dividends to shareholders (3,072,603) (4,378,823) --------------- --------------- Net increase (decrease) in net assets from 12,040 (88,138) operations --------------- --------------- From Fund Share (Principal) Transactions at Net Asset Value of $1.00 per share: Fund shares sold 866,087,031 922,241,329 Fund shares issued in reinvestment of dividends 2,016,449 2,249,150 Fund shares repurchased (816,861,592) (709,657,321) --------------- --------------- Net increase in net assets resulting from fund share transactions 51,241,888 214,833,158 --------------- --------------- Total increase in net assets 51,253,928 214,745,020 NET ASSETS: Beginning of year 414,142,742 199,397,722 --------------- --------------- END OF YEAR $ 465,396,670 $ 414,142,742 =============== ===============
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 13 BBH TAX EXEMPT MONEY FUND FINANCIAL HIGHLIGHTS Selected per share data and ratios for a share outstanding throughout each period
FOR THE PERIOD FROM FEBRUARY 22, 1999 FOR THE YEARS ENDED JUNE 30, (COMMENCEMENT ----------------------------------------------------------- OF OPERATIONS) TO 2003 2002 2001 2000 JUNE 30, 1999 ---------- ---------- ---------- ---------- --------------------- Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 Income from investment operations: Net investment income 0.01 0.01 0.03 0.03 0.01 Dividends to shareholders from net investment income (0.01) (0.01) (0.03) (0.03) (0.01) ---------- ---------- ---------- ---------- ----------- Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 ========== ========== ========== ========== =========== Total return 0.72% 1.40% 3.20% 3.05% 1.03% Ratios/Supplemental Data: Net assets, end of period (000's omitted) $ 465,397 $ 414,143 $ 199,398 $ 173,050 $ 14,654 Ratio of expenses to average net assets(1) 0.56%(2) 0.53%(2) 0.65% 0.65% 0.65%(3) Ratio of net investment income to average net assets 0.72% 1.28% 3.17% 3.24% 2.63%(3)
- ---------- (1) Had the expense payment agreement not been in place, the ratio of expenses to average net assets would have been as follows: Expenses paid by the Fund - - 0.62% 0.62% 1.23%(3) Expense offset arrangement - - 0.03% 0.03% 0.05%(3) ---- ---- ---- Gross expenses - - 0.65% 0.65% 1.28%(3)
(2) The ratio of expenses to average net assets for the years ended June 30, 2003 and 2002 reflects fees reduced as a result of an expense offset arrangement with the Fund's custodian. Had this arrangement not been in place, this ratio would have been 0.57% and 0.55%, respectively. (3) Annualized. THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS. 14 BBH TAX EXEMPT MONEY FUND NOTES TO FINANCIAL STATEMENTS June 30, 2003 1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES. BBH Tax Exempt Money Fund (the "Fund") is a separate, diversified series of BBH Trust (the "Trust") which is registered under the Investment Company Act of 1940, as amended. The Trust is an open-end management investment company organized as a Massachusetts business trust on June 7, 1983. The Fund commenced operations on February 22, 1999. The Declaration of Trust permits the Trustees to create an unlimited number of series, each of which may issue a separate class of shares. The Trustees have authorized the issuance of an unlimited number of shares of the Fund. At June 30, 2003, there were four series of the Trust. The Fund's financial statements are prepared in accordance with accounting principles generally accepted in the United States of America, which require management to make certain estimates and assumptions at the date of the financial statements and are based, in part, on the following accounting policies. Actual results could differ from those estimates. A. VALUATION OF INVESTMENTS. The Fund values its investments at amortized cost, which approximates market value. The amortized cost method values a security at its cost at the time of purchase and thereafter assumes a constant amortization to maturity of any discount or premium. The Fund's use of amortized cost is in compliance with Rule 2a-7 of the Investment Company Act of 1940. B. INTEREST INCOME. Interest income consists of interest accrued and discount earned (including both original issue and market discount) and premium amortization on the investments of the Fund, accrued ratably to the date of maturity. C. FEDERAL INCOME TAXES. Each series of the Trust is treated as a separate entity for federal income tax purposes. It is the Fund's policy to comply with the provisions of the Internal Revenue Code applicable to regulated investment companies and to distribute all of its taxable income to its shareholders. Accordingly, no federal income tax provision is required. At June 30, 2003, the cost of investments for federal income tax purposes was equal to the amortized cost of investments for financial statement purposes. D. DIVIDENDS AND DISTRIBUTIONS. Dividends from net investment income are declared daily and paid monthly to shareholders. E. OTHER. Investment transactions are accounted for on the trade date. Realized gain and loss, if any, from investment transactions are determined on the basis of identified cost. 2. TRANSACTIONS WITH AFFILIATES. INVESTMENT ADVISORY FEES. The Trust has an investment advisory agreement with Brown Brothers Harriman ("BBH") for which BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate equivalent to 0.15% of the Fund's average daily net assets. BBH has established a separately identifiable department (SID) to provide investment advice to mutual funds. The SID is registered with the Securities and Exchange Commission under the Investment Advisors Act of 1940. For the year ended June 30, 2003, the Fund incurred $642,805 for advisory services. 15 ADMINISTRATIVE FEES. The Trust has an administration agreement with Brown Brothers Harriman Trust Company, LLC ("BBHTC") for which BBHTC receives a fee from the Fund calculated daily and paid monthly at an annual rate equivalent to 0.10% of the Fund's average daily net assets. BBHTC has a subadministration services agreement with Federated Services Company ("FSC") for which FSC receives compensation paid by BBHTC. For the year ended June 30, 2003, the Fund incurred $428,537 for administrative services. SHAREHOLDER SERVICING/ELIGIBLE INSTITUTION AGREEMENT. The Trust has a shareholder servicing agreement and an eligible institution agreement with BBH for which BBH receives a fee from the Fund calculated daily and paid monthly at an annual rate equivalent to 0.25% of the Fund's average daily net assets. For the year ended June 30, 2003, the Fund incurred $1,071,342 for shareholder servicing/eligible institution services. BOARD OF TRUSTEES' FEES. Each Trustee receives an annual fee as well as reimbursement for reasonable out-of-pocket expenses from the Fund. For the year ended June 30, 2003, the Fund incurred $16,863 for Trustees' fees. CUSTODY FEES. The Fund has a custody agreement with BBH for which BBH receives a fee calculated and paid monthly. For the year ended June 30, 2003, the Fund incurred $130,283 for custody services. These fees were reduced by $4,952 as a result of an expense offset arrangement with the Fund's custodian. 3. INVESTMENT TRANSACTIONS. The Fund invests primarily in debt securities issued by municipalities. The ability of the issuers of the debt securities to meet their obligation may be affected by economic developments in a specific state or municipality. The aggregate holdings by state ranged from 0.1% to 12.4% of investments. At June 30, 2003, the five largest holdings by state were New York 12.4%; Texas 11.3%; Massachusetts 7.8%; Georgia 7.7% and Washington 4.7%. 4. FEDERAL INCOME TAX STATUS. At June 30, 2003, the Fund had a net capital loss carryover which is available to offset future capital gains to the extent provided by regulations as follows:
EXPIRATION DATE AMOUNT --------------- -------- June 30, 2010 $ 8,959 June 30, 2011 231 -------- $ 9,190 ========
To the extent that this net capital loss carryover is used to offset future capital gains, it is probable the gains so offset will not be distributed to shareholders since any such distributions may be taxable to shareholders as ordinary income. 16 BBH TAX EXEMPT MONEY FUND INDEPENDENT AUDITORS' REPORT Trustees and Shareholders BBH Tax Exempt Money Fund (a series of BBH Trust): We have audited the accompanying statement of assets and liabilities of BBH Tax Exempt Money Fund (a series of BBH Trust) (the "Fund"), including the portfolio of investments, as of June 30, 2003, and the related statement of operations for the year then ended, the statement of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended and the period from February 22, 1999 (commencement of operations) to June 30, 1999. These financial statements and financial highlights are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned at June 30, 2003, by correspondence with the custodian and brokers; where replies were not recieved from brokers, we performed other auditing procedures. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BBH Tax Exempt Money Fund as of June 30, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the four years in the period then ended and the period from February 22, 1999 (commencement of operations) to June 30, 1999, in conformity with accounting principles generally accepted in the United States of America. Deloitte & Touche LLP Boston, Massachusetts August 15, 2003 17 BBH TAX EXEMPT MONEY FUND ADDITIONAL FEDERAL TAX INFORMATION June 30, 2003 (unaudited) The percentage of tax-exempt dividends paid by the BBH Tax Exempt Money Fund (the "Fund") for the year ended June 30, 2003 was 99.42%. In January 2004, the Fund will report on Form 1099 the tax status of all distributions made during the calendar year 2003. Shareholders should use the information on Form 1099 for their income tax returns. 18 TRUSTEES AND OFFICERS OF BBH TAX EXEMPT MONEY FUND (unaudited) Information pertaining to the Trustees of the Trust and executive officers of the Trust is set forth below. Part B to the Registration Statement of BBH Tax Exempt Money Fund includes additional information about the Fund's Trustees and is available upon request without charge through your financial advisor.
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO IN OTHER POSITION(S) AND FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS TRUSTEE^ TRUSTEE - ---------------------------------------------------------------------------------------------------------------------------------- Trustees Joseph V. Shields Jr. Chairman of Since Managing Director, Chairman and Chief 13 None (aged 65) the Board and 1990 Executive Officer of Shields & Company Shields & Company, Trustee (registered broker-dealer and member of New 140 Broadway, York Stock Exchange); Chairman of Capital New York, NY 10005 Management Associates, Inc. (registered investment adviser); Vice Chairman and Trustee of New York Racing Association; Director of Flowers Industries, Inc. (diversified food company). Eugene P. Beard Trustee Since Retired; Vice Chairman-Finance/Operations 13 Director of (aged 68) 1993 and CFO (until February 2002); Special Old Westbury The Interpublic Group Advisor (February 2002 to present), The Funds (5); of Companies, Inc., Interpublic Group of Companies, Inc. Trustee of 372 Danbury Road Sandhill 2nd Floor Investment Wilton, CT 06897 Fund II. Richard Carpenter Trustee Since Retired; Director of Investments, 13 None (aged 70) 1999 Pennsylvania Public School Employees' 10820 North La Retirement System (until December 1997). Quinta Drive Tucson, AZ 85737 David P. Feldman Trustee Since Retired; Chairman and CEO of AT&T Investment 13 Director of (aged 63) 1990 Management Corporation (until May 1997); Dreyfus 3 Tall Oaks Drive Director of Jeffrey Co. (1992 to present); Mutual Funds Warren, NJ 07059 Director of QMED (1999 to present). (59 Funds)
19
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO IN OTHER POSITION(S) AND FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS TRUSTEE^ TRUSTEE - ---------------------------------------------------------------------------------------------------------------------------------- J. Angus Ivory Trustee Since Retired; Director of Brown Brothers Harriman 13 None (aged 71) 1999 Ltd. (subsidiary of Brown Brothers Harriman & Greenway Farm, Co.) (until December 2001); Advisor, RAF Tockenham, Swindon, Central Fund (1992-June 2003). Wiltshire, SN4 7PP England Alan G. Lowy Trustee Since Private Investor. 13 None (aged 64) 1993 4111 Clear Valley Drive Encino, CA 91436 Arthur D. Miltenberger Trustee Since Retired; Executive Vice President and Chief 13 None (aged 64) 1992 Financial Officer of Richard K. Mellon and 503 Darlington Road Sons (until June 1998); Vice President and Ligonier, PA 15658 Treasurer of Richard King Mellon Foundation (until June 1998); Trustee, R.K. Mellon Family Trusts (1981-June 2003); General Partner, Mellon Family Investment Company IV, V and VI (1983-2002); Director of Aerostructures Corporation (aircraft manufacturer) (1996-July 2003). Officers Charles Izard President Since President of the Trust, BBH Common Settlement N/A N/A (aged 44) 2003 Fund, Inc., BBH Common Settlement Fund II, 140 Broadway Inc., BBH Fund, Inc. and the BBH U.S. Money New York, NY 10005 Market Portfolio (since November 2002); Managing Director (since January 2001), Senior Vice President (1995-December 2000) of Brown Brothers Harriman & Co. ("BBH & Co.") Michael D. Martins Vice President, Since Vice President, Treasurer, Principal N/A N/A (aged 37) Treasurer, 2002 Accounting Officer and Principal Financial 140 Broadway Principal Officer of the Trust, BBH Common Settlement New York, NY 10005 Accounting Fund, Inc., BBH Common Settlement Fund II, Officer and Inc., BBH Fund, Inc. and the BBH U.S. Money Principal Market Portfolio; Vice President (since April Financial 2002) and Assistant Vice President (December Officer 1996-March 2002) of BBH & Co.
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NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO IN OTHER POSITION(S) AND FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS TRUSTEE^ TRUSTEE - ---------------------------------------------------------------------------------------------------------------------------------- Gail C. Jones Secretary Since Secretary of the Trust, BBH Common Settlement N/A N/A (aged 49) 2002 Fund, Inc., BBH Common Settlement Fund II, 1001 Liberty Avenue Inc., BBH Fund, Inc. and the BBH U.S. Money Pittsburgh, Market Portfolio (since August 2002); PA 15222-3779 Counsel, ReedSmith, LLP (since October 2002); Corporate Counsel January 1997 to September 2002 and Vice President January 1999 to September 2002 of Federated Services Company. Peter J. Germain Vice President Since Vice President of the Trust, BBH Common N/A N/A (aged 43) 2002 Settlement Fund, Inc., BBH Common Settlement 1001 Liberty Avenue Fund II, Inc., BBH Fund, Inc. and the BBH Pittsburgh, U.S. Money Market Portfolio (since August PA 15222-3779 2002); Senior Vice President, Federated Services Company (since November 1997). Judith J. Mackin Vice President Since Vice President of the Trust, BBH Common N/A N/A (aged 43) 2002 Settlement Fund, Inc., BBH Common Settlement 1001 Liberty Avenue Fund II, Inc., BBH Fund, Inc. and the BBH Pittsburgh, U.S. Money Market Portfolio (since August PA 15222-3779 2002); Vice President of Federated Services Company (since November 1997). Victor Siclari Assistant Since Assistant Secretary of the Trust, BBH Common N/A N/A (aged 41) Secretary 2002 Settlement Fund, Inc., BBH Common Settlement 1001 Liberty Avenue Fund II, Inc., BBH Fund, Inc. and the BBH Pittsburgh, U.S. Money Market Portfolio (since August PA 15222-3779 2002); Partner, ReedSmith, LLP (since October 2002); Vice President (March 1996 to September 2002) and Senior Corporate Counsel (July 1998 to September 2002) of Federated Investors, Inc.
21
NUMBER OF TERM OF FUNDS/ OFFICE# PORTFOLIO IN OTHER POSITION(S) AND FUND TRUSTEE/ NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS ADDRESS, TRUST/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN BY HELD BY AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS TRUSTEE^ TRUSTEE - ---------------------------------------------------------------------------------------------------------------------------------- Nancy D. Osborn Assistant Since Assistant Secretary of the Trust, BBH Common N/A N/A (aged 37) Secretary 2002 Settlement Fund, Inc., BBH Common Settlement 140 Broadway Fund II, Inc., BBH Fund, Inc. and the BBH New York, NY 10005 U.S. Money Market Portfolio (since August 2002); Assistant Vice President (since April 2003) and Associate of BBH & Co. (April 1996-March 2003). John C. Smith Assistant Since Assistant Treasurer of the Trust, BBH Common N/A N/A (age 37) Treasurer 2002 Settlement Fund, Inc., BBH Common Settlement 50 Milk Street Fund II, Inc., BBH Fund, Inc. and the BBH Boston, MA 02109 U.S. Money Market Portfolio (since August 2002); Assistant Vice President (since September 2001), Associate (September 2000-August 2001) and Senior Analyst (June 1999-August 2000) of BBH & Co.; Manager, Fund Administration, State Street Bank and Trust Company (June 1997-May 1999). Gregory Lomakin Assistant Since Assistant Treasurer of the Trust, BBH Common N/A N/A (aged 38) Treasurer 2002 Settlement Fund, Inc., BBH Common Settlement 50 Milk Street Fund II, Inc., BBH Fund, Inc. and the BBH Boston, MA 02109 U.S. Money Market Portfolio (since August 2002); Vice President (since April 2003), Assistant Vice President (April 2001-March 2003), and Associate (May 1992-March 2001) of BBH & Co.
# Each Trustee holds office until he or she attains the age of 70 (72, in the case of Trustees who were elected as such before January 1, 2000), or until he or she sooner dies, resigns or is removed from office in accordance with the provisions of the Trust's Declaration of Trust. All Officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust's By-laws). ^ The Fund Complex consists of the Trust, BBH Fund, Inc., BBH Common Settlement Fund, Inc., BBH Common Settlement Fund II, Inc. and BBH U.S. Money Market Portfolio. The Trust, which has four series, and BBH Fund, Inc., which has six series, are each counted as one "fund" for purposes of this table. 22 INVESTMENT ADVISER AND ADMINISTRATOR BROWN BROTHERS HARRIMAN 140 BROADWAY NEW YORK, NY 10005 DISTRIBUTOR EDGEWOOD SERVICES, INC. 5800 CORPORATE DRIVE PITTSBURGH, PA 15237-7000 SHAREHOLDER SERVICING AGENT BROWN BROTHERS HARRIMAN 140 BROADWAY NEW YORK, NY 10005 (800) 625-5759 TO OBTAIN INFORMATION OR MAKE SHAREHOLDER INQUIRIES: By telephone: Call 1-800-575-1265 By E-mail send your request to: bbhfunds@bbh.com This report is submitted for the general information of shareholders and is not authorized for distribution to prospective investors unless preceded or accompanied by an effective prospectus. Nothing herein contained is to be considered an offer of sale or a solicitation of an offer to buy shares of the Fund. Such offering is made only by the prospectus, which includes details as to offering price and other material information. [BROWN BROTHERS HARRIMAN LOGO] ITEM 2. CODE OF ETHICS. (a) As of June 30, 2003 the registrant has adopted a code of ethics that applies to the principle executive officer, principle financial officer, and principle accounting officer. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. a) The Trust's board has designated two members of the audit committee as financial experts. b) The independent audit committee members Arthur Miltenberger and David Feldman are the designated audit committee financial experts. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable at this time. Applicable for annual reports filed for the first fiscal year ending after December 15, 2003. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. (a) The Trust has a separately designated audit committee. The members of the audit committee are: Eugene P. Beard ,Richard Carpenter, David P. Feldman, J. Angus Ivory, Alan G. Lowy and Arthur D. Miltenberger, ITEM 6. [RESERVED] ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable all series of the trust are open end management investment companies. ITEM 8. [RESERVED] ITEM 9. CONTROLS AND PROCEDURES. (a) Based upon their evaluation of the registrant's disclosure controls and procedures as conducted within 90 days of the filing date of this Form N-CSR, the registrant's principal financial officer and principal executive officer have concluded that those disclosure controls and procedures provide reasonable assurance that the material information required to be disclosed by the registrant on this report is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. (b) There were no significant changes in the registrant's internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation. ITEM 10. EXHIBITS. File the exhibits listed below as part of this Form. Letter or number the exhibits in the sequence indicated. (a) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item 2 requirements through filing of an exhibit: A copy of the code of ethics is available and can be mailed, free of charge, to anyone by calling (800) 575-1265. (b) A separate certification for each principal executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2): Attached hereto. [If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)) and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed "filed" for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference: Attached hereto.][The submission of Section 906 certifications has been proposed by the SEC, but has not yet been finalized. The SEC has encouraged issuers to submit Section 906 certifications as an exhibit to Form N-CSR until the final rule has been adopted. Please see Proposed Rule: Certification of Disclosure in Certain Exchange Act Reports, Release No. 33-8212 (March 21, 2003)]. I, Charles O. Izard, certify that: 1. I have reviewed this report on Form N-CSR of BBH Trust on behalf of: BBH Money Market Fund, BBH U.S. Treasury Money Fund, BBH Tax Exempt Money Fund, and BBH Tax Free Short/Intermediate Fixed Income Fund ("registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c. presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 29, 2003 /s/ Charles O. Izard ============================ Charles O. Izard President - Principal Executive Officer I, Michael D. Martins, certify that: 1. I have reviewed this report on Form N-CSR of BBH Trust on behalf of: BBH Money Market Fund, BBH U.S. Treasury Money Fund, BBH Tax Exempt Money Fund, and BBH Tax Free Short/Intermediate Fixed Income Fund ("registrant"); 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in rule 30a-2(c) under the Investment Company Act of 1940) for the registrant and have: a. designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries , is made known to us by others within those entities, particularly during the period in which this report is being prepared; b. evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this report (the "Evaluation Date"); and c. presented in this report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a. all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize, and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officer and I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 29, 2003 /s/Michael D. Martins =============================== Michael D. Martins Treasurer - Principal Financial Officer SECTION 906 CERTIFICATION Pursuant to 18 U.S.C.ss. 1350, the undersigned officers of BBH Trust on behalf of: BBH Money Market Fund, BBH U.S. Treasury Money Fund, BBH Tax Exempt Money Fund, and BBH Tax Free Short/Intermediate Fixed Income Fund ("registrant"), hereby certify, to the best of our knowledge, that the Registrant's Report on Form N-CSR for the period ended 6/30/03 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities and Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant. Dated: August 29, 2003 /s/ Charles O. Izard =========================== Charles O. Izard Title: President, Principal Executive Officer Dated: August 29, 2003 /s/ Michael D. Martins ============================= Michael D. Martins Title: Treasurer, Principal Financial Officer This certification is being furnished solely pursuant to 18 U.S.C.ss. 1350 and is not being filed as part of the Report or as a separate disclosure document. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant) BBH TRUST ------------------------------------- By (Signature and Title)* /s/ Charles Izard ----------------------------------------------------- Charles Izard, President (Principle Executive Officer) Date: _8/29/03___________________ Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/ Michael D. Martins ------------------------------------------------------ Michael D. Martins, Treasurer (Principal Financial Officer) Date: _8/29/03__________________ * Print name and title of each signing officer under his or her signature. -----END PRIVACY-ENHANCED MESSAGE-----