-----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, IBbdvYsn/AKWrS8fLGnr1/D619s9QP7+qHNCpKuKFvIddlvyXM74SvX+Xu+67WgM tsn37PHmebfyhaCCUt3VsA== 0001003715-05-000111.txt : 20050309 0001003715-05-000111.hdr.sgml : 20050309 20050309165131 ACCESSION NUMBER: 0001003715-05-000111 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050309 DATE AS OF CHANGE: 20050309 EFFECTIVENESS DATE: 20050309 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: 05669868 BUSINESS ADDRESS: STREET 1: 40 WATER STREET STREET 2: 40 WATER STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 8006255759 MAIL ADDRESS: STREET 1: 40 WATER STREET STREET 2: 40 WATER STREET CITY: BOSTON STATE: MA ZIP: 02116 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 trustncsrdecfour.txt BBH TRUST DECEMBER 2004 NCSR DOCUMENT> N-CSR 1 BBHTRUSTNCSRDEC04.txt BBH TRUST 12-31-04 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 811-03779 Name of Fund: BBH TRUST BBH Money Market Fund BBH U.S. Treasury Money Fund BBH Tax Fee Short/Intermediate Fixed Income Fund BBH Tax Exempt Money Fund Fund Address: 40 Water Street Boston, MA 02109-3661 Name and address of agent for service: Nancy D. Osborn, Principal Financial Officer, BBH Trust, 40 Water Street, Boston, MA, 02109 Mailing address: 140 Broadway, New York, NY, 10005 Registrant's telephone number, including area code: (800) 625-5759 Date of fiscal year end: 06/30/05 Date of reporting period: 07/01/04 - 12/31/04 ITEM 1 - Attach shareholder report BROWN [LOGO] BROTHERS HARRIMAN Semi-Annual Report DECEMBER 31, 2004 BBH MONEY MARKET FUND BBH MONEY MARKET FUND - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES December 31, 2004 (unaudited) ASSETS: Investment in BBH U.S. Money Market Portfolio (the "Portfolio"), at value ............................ $1,365,679,760 -------------- Total Assets ......................................... 1,365,679,760 -------------- LIABILITIES: Payables for: Shareholder servicing fees ............................. 283,511 Administrative fees .................................... 107,734 Dividends declared ..................................... 198,363 Professional fees ...................................... 26,832 Board of Trustees' fees ................................ 5,137 Accounting fees ........................................ 667 Accrued expenses and other liabilities ................... 101,210 -------------- Total Liabilities .................................... 723,454 -------------- NET ASSETS, for 1,364,956,306 fund shares outstanding ....... $1,364,956,306 ============== Net Assets Consist of: Paid-in capital .......................................... $1,364,956,306 ============== 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 six months ended December 31, 2004 (unaudited) INVESTMENT INCOME: Interest income allocated from Portfolio ................. $ 11,875,435 Expenses allocated from Portfolio ........................ (1,105,932) ------------ Net Investment Income Allocated from Portfolio ......... 10,769,503 ------------ Expenses: Shareholder servicing fees ............................... 1,714,914 Administrative fees ...................................... 651,667 Board of Trustees' fees .................................. 34,157 Accounting fees .......................................... 4,000 Professional fees ........................................ 1,346 Miscellaneous expenses ................................... 95,846 ------------ Total Expenses ......................................... 2,501,930 ------------ Net Investment Income ....................................... $ 8,267,573 ============ The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 3 BBH MONEY MARKET FUND - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS
For the six months ended For the December 31, 2004 year ended (unaudited) June 30, 2004 ----------------- --------------- DECREASE IN NET ASSETS: From Operations: Net investment income ....................... $ 8,267,573 $ 8,528,585 Dividends declared from net investment income . (8,267,573) (8,528,585) --------------- --------------- From Fund Share (Principal) Transactions at Net Asset Value of $1.00 per share: Fund shares sold .......................... 2,052,309,620 5,144,651,486 Fund shares issued in reinvestment of dividends ............................ 3,979,765 4,156,598 Fund shares repurchased ................... (2,066,134,715) (5,232,593,269) --------------- --------------- Net decrease in net assets resulting from fund share transactions ...... (9,845,330) (83,785,185) NET ASSETS: Beginning of year ............................. 1,374,801,636 1,458,586,821 --------------- --------------- End of period ................................. $ 1,364,956,306 $ 1,374,801,636 =============== ===============
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 period
For the six months ended December 31, For the years ended June 30, 2004 ------------------------------------------------------------------ (unaudited) 2004 2003 2002 2001 2000 ---------- ---------- ---------- ---------- ---------- ---------- Net asset value, beginning of year ....... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 Income from investment operations: Net investment income ................ 0.01 0.01 0.01 0.02 0.05 0.05 Dividends to shareholders from net investment income .................. (0.01) (0.01) (0.01) (0.02) (0.05) (0.05) ---------- ---------- ---------- ---------- ---------- ---------- Net asset value, end of period ........... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 ========== ========== ========== ========== ========== ========== Total return ............... 0.60% 0.59% 1.06% 2.10% 5.57% 5.36% Ratios/Supplemental data(1): Net assets, end of period (000's omitted) ....... $1,364,956 $1,374,802 $1,458,587 $1,381,937 $1,449,742 $1,421,982 Ratio of expenses to average net assets .... 0.52%(2) 0.52% 0.52% 0.51% 0.52% 0.53% Ratio of net investment income to average net assets ............ 1.19%(2) 0.59% 1.05% 2.08% 5.43% 5.29%
- ---------- (1) Ratios include the Fund's share of Portfolio income, expenses paid by the Portfolio and the expense offset arrangement, as appropriate. (2) Annualized. The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 5 BBH MONEY MARKET FUND - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2004 (UNAUDITED) 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 with a par value of $0.01 per share. At December 31, 2004, 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 45% at December 31, 2004). 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 sub-administration services agreement with Federated Services Company ("FSC") for which FSC receives compensation paid by BBHTC. For the six months ended December 31, 2004, the Fund incurred $651,667 for administrative services. 6 BBH MONEY MARKET FUND - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) DECEMBER 31, 2004 (UNAUDITED) Shareholder Servicing Fees. The Trust has a shareholder servicing 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 six months ended December 31, 2004, the Fund incurred $1,714,914 for shareholder servicing 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 six months ended December 31, 2004, the Fund incurred $34,157 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 six months ended December 31, 2004, the Fund incurred $4,000 for accounting services. FINANCIAL STATEMENT DECEMBER 31, 2004 7 BBH MONEY MARKET FUND - -------------------------------------------------------------------------------- DISCLOSURE OF FUND EXPENSES December 31, 2004 (unaudited) EXAMPLE As a shareholder of BBH Money Market Fund (the "Fund"), you may incur two types of costs: (1) transaction costs on purchase payments, reinvested dividends, or other distributions; and exchange fees; and (2) ongoing costs, including management fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2004 to December 31, 2004). ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During the Period" to estimate the expenses you paid on your account during the period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Expenses Paid Beginning Ending During Period Account Value Account Value July 1, 2004 July 1, 2004 December 31, 2004 to December 31, 2004(1) ------------- ----------------- ----------------------- Actual ............. $1,000 $1,006 3 Hypothetical(2) .... $1,000 $1,023 3 - ---------- (1) Expenses are equal to the Fund's annualized expense ratio of 0.52%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). (2) Assumes a return of 5% before expenses. For the purpose of the calculation, the applicable annualized expense ratio is subtracted from the assumed return before expenses. 8 BBH U.S. MONEY MARKET PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO ALLOCATION December 31, 2004 (unaudited) (expressed in U.S. dollars) BREAKDOWN BY SECURITY TYPE Percent of U.S. $ Value Net Assets ------------ ---------- BANK NOTES ..................................... $ 99,626,114 3.2% CERTIFICATES OF DEPOSIT ........................ 334,936,136 10.9 COMMERCIAL PAPER ............................... 1,339,734,971 43.7 CORPORATE BONDS ................................ 121,825,409 4.0 FOREIGN BOND ................................... 20,428,169 0.7 MUNICIPAL BOND ................................. 35,700,000 1.1 U.S. GOVERNMENT AGENCY OBLIGATIONS ............. 607,581,560 19.8 TIME DEPOSITS .................................. 502,300,000 16.4 OTHER ASSETS IN EXCESS OF LIABILITIES .......... 4,804,157 0.2 -------------- ----- NET ASSETS ..................................... $3,066,936,516 100.0% ============== ===== All data as of December 31, 2004. The Fund's breakdown by security type is expressed as a percentage of net assets and may vary over time. FINANCIAL STATEMENT DECEMBER 31, 2004 9 BBH U.S. MONEY MARKET PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS December 31, 2004 (unaudited) (expressed in U.S. dollars) Principal Maturity Interest Amount Date Rate Value --------- -------- -------- ------------ BANK NOTES (3.2%) $ 39,700,000 BNP Paribas ..................... 04/15/05 1.320% $ 39,633,440 35,000,000 SouthTrust Bank NA(1) ........... 03/14/05 2.430 34,993,424 25,000,000 U.S. Bank NA .................... 03/11/05 1.200 24,999,250 -------------- Total Bank Notes ................ 99,626,114 -------------- CERTIFICATES OF DEPOSIT (10.9%) 50,000,000 Bank of Montreal ................ 01/31/05 2.330 50,000,000 50,000,000 Barclays Bank, Plc .............. 02/04/05 2.280 50,000,470 25,000,000 BNP Paribas ..................... 02/02/05 2.270 25,000,000 40,000,000 Royal Bank of Scotland .......... 02/23/05 1.330 39,993,150 20,000,000 Societe Generale ................ 05/31/05 2.000 20,000,000 50,000,000 UBS AG (Stamford) ............... 03/14/05 1.205 49,942,516 50,000,000 Washington Mutual, Inc. ......... 01/31/05 2.350 50,000,000 50,000,000 Wells Fargo Bank NA ............. 01/24/05 2.020 50,000,000 -------------- Total Certificates of Deposit ... 334,936,136 -------------- COMMERCIAL PAPER (43.7%) 50,000,000 Bank of America Corp. ........... 01/28/05 2.260 49,915,250 25,000,000 Bank of America Corp. ........... 02/01/05 2.000 24,956,945 50,000,000 Bear Stearns & Co., Inc. ........ 01/18/05 2.060 49,951,361 47,500,000 Beta Financial Group, Inc. ...... 01/14/05 1.880 47,467,753 75,000,000 BMW U.S. Capital LLC ............ 01/03/05 2.200 74,990,833 25,000,000 CC (USA), Inc. .................. 01/25/05 2.020 24,966,333 25,000,000 CC (USA), Inc. .................. 02/22/05 2.290 24,917,306 25,000,000 CIT Group Holdings, Inc. ........ 02/28/05 2.100 24,915,416 25,000,000 CIT Group Holdings, Inc. ........ 03/01/05 2.120 24,913,139 50,290,000 City of Chicago, Illinois ....... 01/10/05 2.174 50,262,664 43,550,000 Columbia University ............. 02/04/05 2.310 43,454,988 25,000,000 Credit Suisse First Boston Corp. 02/04/05 2.030 24,952,069 25,000,000 Credit Suisse First Boston Corp. 02/10/05 2.210 24,938,611 50,000,000 Danske Corp. .................... 02/14/05 2.050 49,874,722 50,000,000 Deutsche Bank AG ................ 01/31/05 2.320 49,903,333 15,000,000 Eli Lilly and Co. ............... 01/19/05 2.010 14,984,925 25,000,000 Eli Lilly and Co. ............... 02/01/05 2.260 24,951,347 25,000,000 General Electric Capital Corp. .. 02/17/05 2.260 24,926,236 The accompanying notes are an integral part of these financial statements. 10 BBH U.S. MONEY MARKET PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS (continued) December 31, 2004 (unaudited) (expressed in U.S. dollars) Principal Maturity Interest Amount Date Rate Value --------- -------- -------- ------------ COMMERCIAL PAPER (continued) $ 25,000,000 General Electric Capital Corp. .. 08/05/05 2.650% $ 24,602,500 50,000,000 Goldman Sachs Group, Inc. ....... 01/05/05 1.360 49,992,445 50,000,000 ING Funding LLC ................. 02/03/05 2.020 49,907,417 25,000,000 ING Funding LLC ................. 02/10/05 2.200 24,938,889 25,000,000 International Lease Finance Corp. 01/24/05 2.020 24,967,736 25,000,000 International Lease Finance Corp. 02/07/05 2.290 24,941,160 25,000,000 International Lease Finance Corp. 02/14/05 2.220 24,932,167 50,000,000 Kittyhawk Funding Corp. ......... 01/10/05 2.330 49,970,875 25,000,000 Lloyds TSB Group, Plc ........... 03/17/05 1.960 24,897,917 50,000,000 Morgan Stanley .................. 01/24/05 2.230 49,928,764 25,000,000 National Rural Utilities Cooperative Finance Corp. ..... 01/18/05 2.320 24,972,611 25,000,000 National Rural Utilities Cooperative Finance Corp. ..... 01/21/05 2.320 24,967,778 30,000,000 Network Rail, Ltd. .............. 01/06/05 1.780 29,992,583 25,000,000 Oesterreichische Nationalbank ... 02/18/05 2.080 24,930,667 11,000,000 Regents of the University of California ................. 01/06/05 2.000 10,996,944 25,000,000 SBC Communications, Inc. ........ 02/04/05 2.340 24,944,750 24,280,000 Three Rivers Funding Corp. ...... 01/03/05 2.240 24,276,979 20,372,000 Three Rivers Funding Corp. ...... 01/18/05 2.330 20,349,585 75,000,000 UBS Finance, Ltd. ............... 01/03/05 2.180 74,990,917 50,000,000 Variable Funding Capital Corp. .. 01/03/05 2.200 49,993,889 25,000,000 Variable Funding Capital Corp. .. 01/04/05 2.320 24,995,167 -------------- Total Commercial Paper .......... 1,339,734,971 -------------- CORPORATE BONDS (4.0%) 11,645,000 Bank One Corp. .................. 08/01/05 7.625 11,970,051 42,750,000 Citigroup, Inc.(1) .............. 02/07/05 2.280 42,753,955 17,679,000 Citigroup, Inc. ................. 12/01/05 6.750 18,280,214 10,845,000 First Union Corp. ............... 08/18/05 7.550 11,165,580 22,400,000 Norwest Corp. ................... 12/01/05 6.200 23,068,816 14,600,000 SLM Corp. ....................... 12/01/05 2.750 14,586,793 -------------- Total Corporate Bonds ........... 121,825,409 -------------- FOREIGN BOND (0.7%) 20,368,000 Providence of Quebec, Canada .... 01/19/05 8.625 20,428,169 -------------- The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 11 BBH U.S. MONEY MARKET PORTFOLIO - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS (continued) December 31, 2004 (unaudited) (expressed in U.S. dollars) Principal Maturity Interest Amount Date Rate Value --------- -------- -------- ----- MUNICIPAL BOND (1.1%) $ 35,700,000 Los Angeles, California, Water & Power Revenue(1) ...... 01/06/05 2.430% $ 35,700,000 --------------- U.S. GOVERNMENT AGENCY OBLIGATIONS (19.8%) 29,000,000 Federal Farm Credit Bank(1) ..... 01/04/05 2.409 29,000,000 40,000,000 Federal Farm Credit Bank(1) ..... 01/05/05 2.259 40,000,000 50,000,000 Federal Home Loan Bank(1) ....... 01/25/05 2.338 49,998,282 75,000,000 Federal Home Loan Bank(1) ....... 03/21/05 2.450 74,993,419 75,000,000 Federal Home Loan Mortgage Corp.(1) ............. 01/01/05 2.220 74,998,721 50,000,000 Federal Home Loan Mortgage Corp. ................ 01/24/05 1.930 49,938,348 42,206,000 Federal Home Loan Mortgage Corp. ................ 03/01/05 2.000 42,067,658 94,025,000 Federal National Mortgage Assoc.(1) ............ 01/04/05 2.419 94,025,000 100,000,000 Federal National Mortgage Assoc ................ 01/05/05 1.975 99,978,057 25,000,000 Federal National Mortgage Assoc ................ 07/15/05 7.000 25,641,263 27,700,000 Federal National Mortgage Assoc ................ 12/09/05 2.885 26,940,812 --------------- Total U.S. Government Agency Obligations ............ 607,581,560 --------------- TIME DEPOSITS (16.4%) 75,000,000 Bank of Montreal ................ 01/03/05 1.375 75,000,000 25,000,000 Bank of Montreal ................ 01/03/05 1.000 25,000,000 75,000,000 BNP Paribas ..................... 01/03/05 1.250 75,000,000 75,000,000 Deutsche Bank AG ................ 01/03/05 2.250 75,000,000 27,300,000 Dresdner Bank ................... 01/03/05 0.500 27,300,000 50,000,000 ING Bank ........................ 01/03/05 2.280 50,000,000 125,000,000 Royal Bank of Canada ............ 01/03/05 2.250 125,000,000 50,000,000 Societe Generale ................ 01/03/05 2.125 50,000,000 --------------- Total Time Deposits ............. 502,300,000 --------------- TOTAL INVESTMENTS, AT AMORTIZED COST.......... 99.8% $3,062,132,359 OTHER ASSETS IN EXCESS OF LIABILITIES......... 0.2 4,804,157 ----- -------------- NET ASSETS.................................... 100.0% $3,066,936,516 ===== ============== - ---------- (1) Variable rate instrument. Interest rates change on specific dates (such as a coupon or interest rate payment date). The yield shown represents the December 31, 2004 coupon rate. The accompanying notes are an integral part of these financial statements. 12 BBH U.S. MONEY MARKET PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES December 31, 2004 (unaudited) (expressed in U.S. dollars) ASSETS: Investments, at amortized cost ....................... $3,062,132,359 Interest receivable .................................. 6,095,020 Prepaid expenses ..................................... 38,543 -------------- Total Assets ....................................... 3,068,265,922 -------------- LIABILITIES: Due to bank ............................................ 895,225 Payables for: Investment advisory fees ............................. 261,591 Administrative fees .................................. 91,557 Custody and accounting fees .......................... 40,000 Board of Trustees' fees .............................. 26,431 Accrued expenses and other liabilities ................. 14,602 Total Liabilities .................................. 1,329,406 -------------- NET ASSETS ............................................... $3,066,936,516 ============== The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 13 BBH U.S. MONEY MARKET PORTFOLIO - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS For the six months ended December 31, 2004 (unaudited) (expressed in U.S. dollars) NET INVESTMENT INCOME: Income: Interest ........................................... $ 26,512,078 ------------ Expenses: Investment advisory fees ........................... 1,544,903 Administrative fees ................................ 540,716 Custody and accounting fees ........................ 263,851 Board of Trustees' fees ............................ 91,403 Miscellaneous expenses ............................. 39,936 ------------ Total Expenses ................................... 2,480,809 Fees paid indirectly ............................. (19,627) ------------ Net Expenses ..................................... 2,461,182 ------------ Net Investment Income ................................ $ 24,050,896 ============ The accompanying notes are an integral part of these financial statements. 14 BBH U.S. MONEY MARKET PORTFOLIO - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS (expressed in U.S. dollars) For the six months ended For the December 31, 2004 year ended (unaudited) June 30, 2004 ----------------- - ------------- INCREASE (DECREASE) IN NET ASSETS: From Operations: Net investment income ................. $ 24,050,896 $ 29,089,429 Capital Transactions: Proceeds from contributions ........... 4,026,813,740 9,821,500,707 Value of withdrawals .................. (3,855,089,628) (10,401,093,623) ---------------- ---------------- Net increase (decrease) in net assets resulting from capital transactions ...................... 171,724,112 (579,592,916) ---------------- ---------------- Total increase (decrease) in net assets ........................ 195,775,008 (550,503,487) NET ASSETS: Beginning of year ....................... 2,871,161,508 3,421,664,995 ---------------- ---------------- End of period ........................... $ 3,066,936,516 $ 2,871,161,508 ================ ================ The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 15 BBH U.S. MONEY MARKET PORTFOLIO - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS (expressed in U.S. dollars)
For the six months ended December 31, For the years ended June 30, 2004 --------------------------------------------------------------------- (unaudited) 2004 2003 2002 2001 2000 ---------- ---------- ---------- ---------- ---------- ---------- Total return .............. 0.81% 0.99% 1.44% 2.47% 5.95% 5.70% Ratios/Supplemental data: Net assets, end of period (000's omitted) ...... $3,066,937 $2,871,162 $3,421,665 $2,873,581 $2,358,010 $1,602,484 Expenses as a percentage of average net assets: Net expenses paid by Portfolio ....... 0.16%(1) 0.16% 0.15% 0.16% 0.15% 0.21% Expense offset arrangement ........ 0.00%(1)(2) 0.00%(2) 0.00%(2) 0.00%(2) 0.01% -- ---------- ---------- ---------- ---------- ---------- ---------- Total expenses ..... 0.16%(1) 0.16% 0.15% 0.16% 0.16% 0.21% Ratio of net investment income to average net assets ............... 1.56% 0.95% 1.40% 2.39% 5.64% 5.60%
- ---------- (1) Annualized. (2) Amount is less than 0.01%. The accompanying notes are an integral part of these financial statements. 16 BBH U.S. MONEY MARKET PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS December 31, 2004 (unaudited) (expressed in U.S. dollars) 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 Portfolio commenced operations on October 31, 1994. The Declaration of Trust permits the Trustees to create 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 December 31, 2004, 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 gains and losses, 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 which 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 six months ended December 31, 2004, the Portfolio incurred $1,544,903 for advisory services. 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 sub-administration services agreement with Federated Services Company ("FSC") for which FSC receives compensation paid by BBHTC. For the six months ended December 31, 2004, the Portfolio incurred $540,716 for administrative services. FINANCIAL STATEMENT DECEMBER 31, 2004 17 BBH U.S. MONEY MARKET PORTFOLIO - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) December 31, 2004 (unaudited) (expressed in U.S. dollars) 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 six months ended December 31, 2004, the Portfolio incurred $91,403 for the Trustees' fees. Custody and Accounting Fees. BBH acts as a custodian and shall be entitled to receive a custody and accounting fee which is calculated and paid monthly. BBH holds all cash and investments and calculates the daily net asset value. The custody fee is a transaction based fee with an annual minimum of $30,000, and the accounting fee is calculated at 0.05% per annum on the first $100 million of net assets, 0.02% per annum on the next $400 million of net assets and 0.01% per annum on all net assets over $500 million. For the six months ended December 31, 2004, the Portfolio incurred $263,851 for custody and accounting services. These fees were reduced by $19,627 as a result of an expense offset arrangement with the Portfolio's custodian. Due to Bank. The Portfolio was overdrawn $895,225 on December 31, 2004. Under the custody agreement with BBH, BBH will make overnight loans to the Portfolio to cover overdrafts. 18 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 On the internet: www.bbhfunds.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. A copy of the Fund's Proxy Voting Policy is available upon request by calling the toll-free number listed above. A text-only version of the policy can be viewed online or downloaded from the SEC at www.sec.gov. BROWN [LOGO] BROTHERS HARRIMAN BROWN [LOGO] BROTHERS HARRIMAN Semi-Annual Report DECEMBER 31, 2004 BBH U.S. TREASURY MONEY FUND BBH U.S. TREASURY MONEY FUND - -------------------------------------------------------------------------------- PORTFOLIO ALLOCATION December 31, 2004 (unaudited) BREAKDOWN BY SECURITY TYPE Percent of U.S. $ Value Net Assets ------------ ---------- U.S. TREASURY BILLS............................... $158,106,567 91.1% U.S. TREASURY NOTES............................... 15,193,637 8.8 OTHER ASSETS IN EXCESS OF LIABILITIES............. 206,888 0.1 ------------ ----- NET ASSETS........................................ $173,507,092 100.0% ============ ===== All data as of December 31, 2004. The Fund's breakdown by security type is expressed as a percentage of net assets and may vary over time. The accompanying notes are an integral part of these financial statements. 2 BBH U.S. TREASURY MONEY FUND - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS December 31, 2004 (unaudited) Principal Amount Value - ---------- ------------ U.S. TREASURY BILLS(a) (91.1%) $30,000,000 due 01/06/05, 1.425%............................... $ 29,997,083 25,000,000 due 01/13/05, 1.790%............................... 24,987,083 36,450,000 due 01/20/05, 1.889%............................... 36,414,416 20,200,000 due 02/10/05, 1.983%............................... 20,156,339 10,000,000 due 02/17/05, 2.115%............................... 9,972,864 10,000,000 due 02/24/05, 2.174%............................... 9,967,945 26,800,000 due 04/21/05, 2.384%............................... 26,610,837 ------------ Total U.S. Treasury Bills.......................... 158,106,567 ------------ U.S. TREASURY NOTES (8.8%) 10,000,000 due 01/31/05, 1.625%............................... 9,996,995 5,200,000 due 04/30/05, 1.625%............................... 5,196,642 ------------ Total U.S. Treasury Notes.......................... 15,193,637 ------------ TOTAL INVESTMENTS, AT AMORTIZED COST.................... 99.9% $173,300,204 OTHER ASSETS IN EXCESS OF LIABILITIES................... 0.1 206,888 ----- ------------ NET ASSETS.............................................. 100.0% $173,507,092 ===== ============ - ---------- (a) Rates shown are yields to maturity at time of purchase. The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 3 BBH U.S. TREASURY MONEY FUND - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES December 31, 2004 (unaudited) ASSETS: Investments, at amortized cost............................... $173,300,204 Cash......................................................... 7,860 Interest receivable.......................................... 304,463 Prepaid expenses............................................. 3,891 ------------ Total Assets............................................... 173,616,418 ------------ LIABILITIES: Payables for: Shareholder servicing fees................................. 24,601 Professional fees.......................................... 21,492 Investment advisory fees................................... 16,401 Administrative fees........................................ 11,600 Dividends declared......................................... 5,750 Custody and accounting fees................................ 4,924 Board of Trustees' fees.................................... 2,143 Accrued expenses and other liabilities....................... 22,415 ------------ Total Liabilities........................................ 109,326 ------------ NET ASSETS, for 173,504,977 fund shares outstanding............. $173,507,092 ============ Net Assets Consist of: Paid-in capital.............................................. $173,507,092 ============ NET ASSET VALUE AND OFFERING PRICE PER SHARE.................... $1.00 ===== The accompanying notes are an integral part of these financial statements. 4 BBH U.S. TREASURY MONEY FUND - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS For the six months ended December 31, 2004 (unaudited) NET INVESTMENT INCOME: Income: Interest..................................................... $794,760 -------- Expenses: Shareholder servicing fees................................... 121,349 Investment advisory fees..................................... 80,899 Administrative fees.......................................... 53,933 Custody and accounting fees.................................. 18,531 Professional fees............................................ 13,725 Board of Trustees' fees...................................... 4,388 Miscellaneous expenses....................................... 30,531 -------- Total Expenses............................................. 323,356 Expense offset arrangement................................. (489) -------- Net Expenses............................................... 322,867 -------- Net Investment Income.......................................... $471,893 ======== The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 5 BBH U.S. TREASURY MONEY FUND - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS
For the six months ended For the December 31, 2004 year ended (Unaudited) June 30, 2004 ----------------- -------------- INCREASE (DECREASE) IN NET ASSETS: From Operations: Net investment income ................................... $ 471,893 $ 542,429 Dividends declared from net investment income ............. (472,189) (540,449) ------------- ------------- Net increase (decrease) in net assets from operations ... (296) 1,980 ------------- ------------- From Fund Share (Principal) Transactions at Net Asset Value of $1.00 per share: Fund shares sold ...................................... 237,044,817 666,067,396 Fund shares issued in reinvestment of dividends ....... 214,639 249,036 Fund shares repurchased ............................... (180,923,894) (686,032,869) ------------- ------------- Net increase (decrease) in net assets resulting from fund share transactions ...................... 56,335,562 (19,716,437) ------------- ------------- Total increase (decrease) in net assets ............. 56,335,266 (19,714,457) NET ASSETS: Beginning of year ......................................... 117,171,826 136,886,283 ------------- ------------- End of period ............................................. $ 173,507,092 $ 117,171,826 ============= =============
The accompanying notes are an integral part of these financial statements. 6 BBH U.S. TREASURY MONEY FUND - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS Selected per share data and ratios for a share outstanding throughout each period
For the six months ended December 31, For the years ended June 30, 2004 ---------------------------------------------------------------------- (unaudited) 2004 2003 2002 2001 2000 ------------ -------- -------- -------- -------- -------- Net asset value, beginning of year...................... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 Income from investment operations: Net investment income........ 0.00(1) 0.00(1) 0.01 0.02 0.05 0.05 Dividends to shareholders from net investment income........ (0.00)(1) (0.00)(1) (0.01) (0.02) (0.05) (0.05) -------- -------- -------- -------- -------- -------- Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 ======== ======== ======== ======== ======== ======== Total return............. ...... 0.45% 0.40% 0.91% 1.95% 5.20% 4.75% Ratios/Supplemental data: Net assets, end of period (000's omitted)........... $173,507 $117,172 $136,886 $188,010 $186,039 $134,425 Ratio of expenses to average net assets................. 0.60%(2,3) 0.59%(2) 0.57%(2) 0.56%(2) 0.55% 0.57% Ratio of net investment income to average net assets..................... 0.87%(3) 0.39% 0.92% 1.91% 5.00% 4.68%
- ---------- (1) Less than $0.01 per share. (2) The ratio of expenses to average net assets for the six months ended December 31, 2004 and for the years ended June 30, 2004, 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 0.60%, 0.59%, 0.57% and 0.56%, respectively. (3) Annualized. The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 7 BBH U.S. TREASURY MONEY FUND - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS December 31, 2004 (unaudited) 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 with a par value of $0.01 per share. At December 31, 2004, 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 December 31, 2004, 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 gains and losses, 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 six months ended December 31, 2004, the Fund incurred $80,899 for advisory services. 8 BBH U.S. TREASURY MONEY FUND - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) December 31, 2004 (unaudited) 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 sub-administration services agreement with Federated Services Company ("FSC") for which FSC receives compensation paid by BBHTC. For the six months ended December 31, 2004, the Fund incurred $53,933 for administrative services. Shareholder Servicing Fees. The Trust has a shareholder servicing 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 six months ended December 31, 2004, the Fund incurred $121,349 for shareholder servicing 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 six months ended December 31, 2004, the Fund incurred $4,388 for Trustees' fees. Custody and Accounting Fees. BBH acts as a custodian and shall be entitled to receive a custody and accounting fee which is calculated and paid monthly. BBH holds all cash and investments and calculates the daily net asset value. The custody fee is a transaction based fee with an annual minimum of $30,000, and the accounting fee is calculated at 0.05% per annum on the first $100 million of net assets, 0.02% per annum on the next $400 million of net assets and 0.01% per annum on all net assets over $500 million. For the six months ended December 31, 2004, the Fund incurred $18,531 for custody and accounting services. These fees were reduced by $489 as a result of an expense offset arrangement with the Fund's custodian. FINANCIAL STATEMENT DECEMBER 31, 2004 9 BBH U.S. TREASURY MONEY FUND - -------------------------------------------------------------------------------- DISCLOSURE OF FUND EXPENSES December 31, 2004 (unaudited) EXAMPLE As a shareholder of BBH U.S. Treasury Money Fund (the "Fund"), you may incur two types of costs: (1) transaction costs on purchase payments, reinvested dividends, or other distributions; and exchange fees; and (2) ongoing costs, including management fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2004 to December 31, 2004). ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During the Period" to estimate the expenses you paid on your account during the period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Expenses Paid Beginning Ending During Period Account Value Account Value July 1, 2004 to July 1, 2004 December 31, 2004 December 31, 2004(1) ------------- ----------------- -------------------- Actual............. $1,000 $1,005 3 Hypothetical(2).... $1,000 $1,022 3 - ---------- (1) Expenses are equal to the Fund's annualized expense ratio of 0.60%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). (2) Assumes a return of 5% before expenses. For the purpose of the calculation, the applicable annualized expense ratio is subtracted from the assumed return before expenses. 10 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 On the internet: www.bbhfunds.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. A copy of the Fund's Proxy Voting Policy is available upon request by calling the toll-free number listed above. A text-only version of the policy can be viewed online or downloaded from the SEC at www.sec.gov. BROWN [LOGO] BROTHERS HARRIMAN BROWN [LOGO] BROTHERS HARRIMAN Semi-Annual Report DECEMBER 31, 2004 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND - -------------------------------------------------------------------------------- PORTFOLIO ALLOCATION December 31, 2004 (unaudited) BREAKDOWN BY BOND TYPE Percent of U.S. $ Value Net Assets ------------ ---------- CERTIFICATE OF PARTICIPATION ................... $ 1,106,290 0.8% EDUCATION ...................................... 11,915,531 8.5 ESCROWED TO MATURITY ........................... 3,652,720 2.6 GENERAL OBLIGATIONS ............................ 59,980,531 42.6 HEALTH CARE .................................... 2,974,179 2.1 HOUSING ........................................ 2,088,760 1.5 INDUSTRIAL ..................................... 2,054,283 1.5 MISCELLANEOUS .................................. 5,241,630 3.7 PRE-REFUNDED ................................... 5,207,130 3.7 SALES TAX ...................................... 4,277,972 3.0 TRANSPORTATION ................................. 13,977,380 9.9 UTILITIES ...................................... 10,443,119 7.4 WATER/SEWER .................................... 17,080,999 12.1 OTHER ASSETS IN EXCESS OF LIABILITIES .......... 868,352 0.6 ------------ ----- NET ASSETS ..................................... $140,868,876 100.0% ============ ===== TOP FIVE HOLDINGS BY STATE Percent of U.S. $ Value Net Assets ------------ ---------- TEXAS ............................................ $ 33,515,601 23.8% FLORIDA .......................................... 10,001,206 7.1 NEW YORK ......................................... 8,895,482 6.3 ILLINOIS ......................................... 6,042,095 4.3 VIRGINIA ......................................... 5,622,603 4.0 OTHER STATES ..................................... 75,923,537 53.9 OTHER ASSETS IN EXCESS OF LIABILITIES ............ 868,352 0.6 ------------ ----- NET ASSETS ....................................... $140,868,876 100.0% ============ ===== All data as of December 31, 2004. The Fund's breakdown by bond type and top five holdings by state are expressed as a percentage of net assets and may vary over time. The accompanying notes are an integral part of these financial statements. 2 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS December 31, 2004 (unaudited)
Principal Maturity Interest Amount Date Rate Value --------- -------- -------- ----- MUNICIPAL BONDS CERTIFICATE OF PARTICIPATION $1,060,000 Platte County, Missouri 03/01/08 4.000% $ 1,106,290 ----------- EDUCATION 1,935,000 Alabama State Public School & College Authority 11/01/05 5.250 1,985,020 1,000,000 Arizona State University 07/01/08 5.000 1,084,770 1,000,000 Greenville County, South Carolina, School District 12/01/07 5.000 1,064,410 2,000,000 New York State Dormitory Authority 02/15/07 4.000 2,062,520 575,000 New York State Dormitory Authority 02/15/07 3.000 581,221 1,500,000 Texas A & M University 05/15/07 5.000 1,589,310 750,000 University of Houston, Texas 02/15/07 3.500 767,962 2,765,000 Virginia State Public School Authority 08/01/05 3.000 2,780,318 ----------- Total Education 11,915,531 ----------- ----------- ESCROWED TO MATURITY (2.6%)1 2,500,000 Houston, Texas, Water & Sewer System Revenue 12/01/05 5.000 2,566,700 1,040,000 New Mexico Finance Authority, Highway Revenue 09/01/06 5.000 1,086,020 ----------- Total Escrowed To Maturity 3,652,720 ----------- ----------- GENERAL OBLIGATIONS (42.6%) 1,000,000 Arlington, Texas 08/15/05 5.200 1,019,260 1,475,000 Austin, Texas 09/01/06 5.250 1,545,977 2,000,000 Austin, Texas 09/01/06 5.000 2,088,160 1,000,000 Beaufort County, South Carolina, School District 03/01/08 4.000 1,049,250 1,515,000 Birmingham, Alabama 07/01/05 5.000 1,537,225 1,000,000 Branson, Missouri, School District 03/01/08 4.000 1,043,670 200,000 California State 02/01/08 5.000 214,632 450,000 Carrollton-Farmers Branch, Texas, Independent School District 02/15/06 4.000 458,883 870,000 Chester County, Pennsylvania 09/01/08 4.000 914,988 500,000 Chicago, Illinois 01/01/08 4.000 523,085 1,000,000 Chicago, Illinois, Metropolitan Water Reclamation District 12/01/07 5.000 1,072,240 1,000,000 Chicago, Illinois, Park District 01/01/08 4.500 1,060,510 1,000,000 Dallas, Texas 02/15/08 4.000 1,046,440 1,000,000 Delaware County, Pennsylvania 10/01/05 5.300 1,023,600 1,000,000 Delaware State 08/01/07 4.500 1,055,400 655,000 Du Page County, Illinois, Forest Preserve District 11/01/05 6.000 675,803 500,000 El Paso, Texas 08/15/07 4.500 526,930 650,000 Florida State Board of Education 06/01/06 4.000 666,276 1,400,000 Georgia State 08/01/06 4.000 1,439,368 1,000,000 Georgia State 11/01/07 3.000 1,018,180 1,175,000 Greensboro, North Carolina 05/01/08 4.000 1,237,345 1,000,000 Guilford County, North Carolina2 10/01/07 4.000 1,039,980 1,075,000 Hamilton County, Tennessee 10/01/07 4.000 1,118,559 1,000,000 Harris County, Texas 10/01/05 5.000 1,021,570 1,750,000 Hawaii State 02/01/07 5.250 1,852,760 1,175,000 Houston, Texas, Independent School District 07/15/06 3.500 1,196,397 500,000 Huntsville, Alabama 11/01/05 4.000 507,775 1,500,000 Illinois State 08/01/07 5.000 1,595,145 1,430,000 Jordan, Utah, School District 06/15/08 4.000 1,504,703 820,000 Las Vegas-Clark County, Nevada, Library District 06/01/07 2.750 824,174 580,000 Las Vegas-Clark County, Nevada, Library District 06/01/08 3.000 586,560 2,000,000 Massachusetts State 01/01/07 4.000 2,064,940 1,725,000 Milwaukee County, Wisconsin 08/01/07 4.000 1,790,791 1,000,000 Milwaukee, Wisconsin 09/01/06 5.000 1,044,080 1,000,000 Minneapolis, Minnesota 12/01/05 5.000 1,026,130 1,000,000 Mississippi State 12/01/05 5.000 1,025,770 750,000 New Haven, Connecticut 11/01/05 5.000 768,113 505,000 Ocean Township, New Jersey, Board of Education 03/01/08 4.250 534,007 1,090,000 Oklahoma City, Oklahoma 03/01/07 4.000 1,129,425 1,000,000 Portsmouth, Virginia 07/01/07 4.000 1,039,410 500,000 San Antonio, Texas 08/01/05 5.000 508,455 2,500,000 Seattle, Washington2 08/31/05 1.650 2,491,875 1,000,000 Shelby County, Tennessee 04/01/06 5.000 1,034,250 1,065,000 Southington, Connecticut 09/15/08 2.500 1,066,480 2,000,000 Texas State 08/31/05 3.000 2,012,860 2,500,000 Texas State 10/01/06 5.000 2,615,200 1,000,000 Texas State 10/01/07 5.000 1,068,210 750,000 Vermont State 02/01/07 4.000 775,800 725,000 Virginia Beach, Virginia 07/15/07 5.300 777,555 1,000,000 Virginia State 06/01/06 4.000 1,025,320 1,585,000 Warren County, Tennessee 06/01/08 4.250 1,671,795 2,000,000 Washington State 01/01/07 3.500 2,045,220 ---------- Total General Obligations 59,980,531 ---------- ----------
FINANCIAL STATEMENT DECEMBER 31, 2004 3 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS (continued) December 31, 2004 (unaudited)
Principal Maturity Interest Amount Date Rate Value --------- -------- -------- ----- HEALTH CARE (2.1%) $1,400,000 California Statewide Communities Development Authority2 05/01/07 2.300% $1,389,640 1,025,000 Chemung County, New York, Industrial Development Agency 11/01/06 4.000 1,050,164 500,000 Harris County, Texas, Health Facilities Development Authority 12/01/07 5.000 534,375 ----------- Total Health Care 2,974,179 ----------- ----------- HOUSING (1.5%) 1,000,000 Alaska State Housing Financial Corp. 12/01/05 5.000 1,026,040 1,000,000 Puerto Rico Housing Finance Authority 12/01/08 4.500 1,062,720 ----------- Total Housing 2,088,760 ----------- -----------
The accompanying notes are an integral part of these financial statements. 4 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS (continued) December 31, 2004 (unaudited)
Principal Maturity Interest Amount Date Rate Value --------- -------- -------- ----- INDUSTRIAL (1.5%) $1,000,000 La Cygne, Kansas, Environmental Improvement Revenue2 09/01/05 2.250% $ 996,370 1,020,000 Missouri State Environmental Improvement & Energy Resources Authority, Pollution Control Revenue 01/01/06 6.000 1,057,913 ----------- Total Industrial 2,054,283 ---------- ---------- MISCELLANEOUS (3.7%) 1,000,000 Kentucky State Property & Buildings Commission 02/01/06 5.250 1,031,700 2,000,000 Ohio State Building Authority 04/01/08 4.500 2,123,000 1,000,000 Southcentral Pennsylvania General Authority Revenue2 12/01/08 4.500 1,058,280 1,000,000 Tobacco Settlement Financing Corp., New York 06/01/07 4.000 1,028,650 ----------- Total Miscellaneous 5,241,630 ----------- ----------- PRE-REFUNDED (3.7%)1 1,000,000 North Carolina State 06/01/05 5.200 1,032,970 1,000,000 Ohio State Public Facilities Commission 06/01/08 4.700 1,077,140 3,000,000 Washington County, Oregon, School District 11/01/05 6.000 3,097,020 ----------- Total Pre-Refunded 5,207,130 ----------- ----------- SALES TAX (3.0%) 1,100,000 Illinois State Sales Tax Revenue 06/15/07 3.000 1,115,312 1,000,000 Jacksonville, Florida, Sales Tax Revenue 10/01/05 5.000 1,021,640 2,000,000 New York, New York, City Transitional Finance Authority 11/01/07 5.000 2,141,020 ----------- Total Sales Tax 4,277,972 ----------- ----------- TRANSPORTATION (9.9%) 500,000 Florida State Turnpike Authority 07/01/05 6.500 510,965 500,000 Florida State Turnpike Authority 07/01/05 5.500 508,545 725,000 Massachusetts State Federal Highway Grant 06/15/07 4.200 754,740 1,000,000 Michigan State Trunk Line Highway Revenue 10/01/06 5.000 1,046,250 1,000,000 New Jersey State Transportation Trust 12/15/06 5.000 1,051,040 1,500,000 New Mexico State Highway Commission 06/15/06 5.000 1,559,805 1,000,000 New York State Thruway Authority 03/15/08 5.000 1,076,900 2,000,000 Orlando & Orange County, Florida, Expressway Authority 07/01/07 4.500 2,104,360 700,000 Phoenix, Arizona, Street & Highway User Revenue 07/01/08 4.500 748,188 1,500,000 Texas State Turnpike Authority 06/01/07 5.000 1,589,160 2,000,000 Texas State Turnpike Authority 06/01/07 4.000 2,072,420 925,000 Triborough Building & Tunnel Authority, New York 11/15/06 4.000 955,007 ----------- Total Transportation 13,977,380 -----------
The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 5 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS (continued) December 31, 2004 (unaudited)
Principal Maturity Interest Amount Date Rate Value --------- -------- -------- ----- UTILITIES (7.4%) $3,000,000 Austin, Texas, Electric Utilities System Revenue 11/15/05 5.000 % $3,073,530 900,000 Boise-Kuna Irrigation District, Idaho, Hydroelectricity Plant Project 07/01/07 5.250 959,364 1,000,000 Colorado Springs, Colorado, Utilities Revenue 11/15/08 5.000 1,092,980 1,000,000 Nebraska Public Power District 01/01/07 4.000 1,032,860 2,000,000 Orlando, Florida, Utilities Commission 10/01/05 5.750 2,054,060 500,000 Salt River Project, Arizona 01/01/08 4.000 523,970 1,000,000 St. John's River Power Park, Florida 10/01/06 5.000 1,047,300 650,000 Washington State Public Power Supply System 07/01/05 5.000 659,055 ----------- Total Utilities 10,443,119 ----------- ----------- WATER/SEWER (12.1%) 1,345,000 Anderson, South Carolina, Water & Sewer Revenue 07/01/08 4.000 1,411,537 2,000,000 Broward County, Florida, Water & Sewer Revenue 10/01/07 4.000 2,088,060 2,500,000 Dallas, Texas, Waterworks & Sewer System Revenue 10/01/06 5.000 2,613,025 1,500,000 De Kalb County, Georgia, Water & Sewer Revenue 10/01/05 6.250 1,546,245 485,000 El Paso, Texas, Water & Sewer Revenue 03/01/07 4.000 501,815 980,000 El Paso, Texas, Water & Sewer Revenue 03/01/08 4.000 1,024,012 1,000,000 Irving, Texas, Waterworks & Sewer Revenue 08/15/07 4.375 1,048,640 1,000,000 Los Angeles, California, Water & Power Revenue 07/01/07 4.500 1,052,670 625,000 Massachusetts State Water Pollution Abatement Trust 08/01/05 4.500 633,800 1,500,000 Michigan Municipal Bond Authority, Clean Water Revenue 10/01/05 5.500 1,539,045 500,000 Michigan Municipal Bond Authority, Clean Water Revenue 10/01/05 5.000 510,820 1,000,000 Michigan Municipal Bond Authority, Clean Water Revenue 10/01/06 5.000 1,046,780 1,000,000 Ohio State Water Development Authority 06/01/06 5.000 1,038,240 1,000,000 Tarrant Regional Water District, Texas 03/01/06 4.500 1,026,310 ----------- Total Water/Sewer 17,080,999 ----------- -----------
The accompanying notes are an integral part of these financial statements. 6 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS (continued) December 31, 2004 (unaudited)
TOTAL INVESTMENTS (Identified cost $139,831,455)(3) $140,000,524 OTHER ASSETS IN EXCESS OF LIABILITIES ............ 868,352 ------------ NET ASSETS ....................................... $140,868,876 ============
- ---------- (1) 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. (2) Variable rate instrument. Interest rates change on specific dates (such as a coupon or interest payment date). The yield shown represents the December 31, 2004 coupon rate. (3) The aggregate cost for federal income tax purposes is $139,831,455, the aggregate gross unrealized appreciation is $605,735, and the aggregate gross unrealized depreciation is $436,666, resulting in net unrealized appreciation of $169,069. The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 7 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES December 31, 2004 (unaudited) ASSETS: Investments in securities, at value (identified cost $139,831,455) ........................ $ 140,000,524 Cash .................................................... 482,017 Receivables for: Interest .............................................. 1,610,352 Fund shares sold ...................................... 70,000 Prepaid expenses ........................................ 3,954 ------------- Total Assets ........................................ 142,166,847 ------------- LIABILITIES: Payables for: Fund shares redeemed .................................. 1,167,483 Shareholder servicing fees ............................ 30,780 Investment advisory fees .............................. 30,780 Professional fees ..................................... 18,724 Administrative fees ................................... 18,468 Dividends and distributions declared .................. 6,276 Custody and accounting fees ........................... 3,284 Board of Trustees' fees ............................... 1,496 Accrued expenses and other liabilities .................. 20,680 ------------- Total Liabilities ................................... 1,297,971 ------------- NET ASSETS ................................................. $ 140,868,876 ============= Net Assets Consist of: Paid-in capital ......................................... $ 140,708,836 Distributions in excess of net investment income ........ (6,148) Accumulated net realized loss on investments ............ (2,881) Net unrealized appreciation on investments .............. 169,069 ------------- Net Assets ................................................. $ 140,868,876 ============= NET ASSET VALUE AND OFFERING PRICE PER SHARE ($140,868,876 / 13,322,750 shares outstanding) .......... $10.57 ====== The accompanying notes are an integral part of these financial statements. 8 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS For the six months ended December 31, 2004 (unaudited) NET INVESTMENT INCOME: Income: Interest income .......................................... $ 1,692,257 ----------- Expenses: Investment advisory fees ................................. 171,984 Shareholder servicing fees ............................... 171,984 Administrative fees ...................................... 103,190 Custody and accounting fees .............................. 47,273 Professional fees ........................................ 17,741 Board of Trustees' fees .................................. 3,921 Miscellaneous expenses ................................... 33,798 ----------- Total Expenses ......................................... 549,891 Expense offset arrangement ............................. (1,076) ----------- Net Expenses ........................................... 548,815 ----------- Net Investment Income ...................................... 1,143,442 ----------- NET REALIZED AND UNREALIZED GAIN: Net realized loss on investments ........................... (276) Net change in unrealized appreciation on investments ....... 656,754 ----------- Net Realized and Unrealized Gain ....................... 656,478 ----------- Net Increase in Net Assets Resulting From Operations ....... $ 1,799,920 =========== The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 9 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the six months ended December 31, For the 2004 year ended (Unaudited) June 30, 2004 ----------- ------------- INCREASE IN NET ASSETS: Operations: Net investment income .................... $ 1,143,442 $ 2,268,866 Net realized gain (loss) on investments .. (276) 545,787 Net change in unrealized appreciation (depreciation) on investments .......... 656,754 (3,796,607) ------------- ------------- Net increase (decrease) in net assets resulting from operations .............. 1,799,920 (981,954) ------------- ------------- Dividends and distributions declared: From net investment income ............... (1,143,613) (2,269,577) From net realized gains .................. (467,292) (435,991) ------------- ------------- Total dividends and distributions declared ............................. (1,610,905) (2,705,568) ------------- ------------- Fund shares transactions: Net proceeds from sales of fund shares ... 39,527,515 81,143,731 Net asset value of fund shares issued to shareholders in reinvestment of distributions .......................... 553,071 1,022,073 Net cost of fund shares repurchased ...... (25,834,801) (59,305,159) ------------- ------------- Net increase in net assets resulting from fund shares transactions .......... 14,245,785 22,860,645 ------------- ------------- Total increase in net assets ........... 14,434,800 19,173,123 NET ASSETS: Beginning of year .......................... 126,434,076 107,260,953 ------------- ------------- End of period (including distributions in excess of net investment income of $6,148 and $5,977, respectively) ......... $ 140,868,876 $ 126,434,076 ============= ============= The accompanying notes are an integral part of these financial statements. 10 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS Selected per share data and ratios for a share outstanding throughout each period
For the six months ended December 31, For the years ended June 30, 2004 ------------------------------------------------------------------------- (unaudited) 2004 2003 2002 2001 2000 ----------- ----------- ----------- ----------- ----------- ----------- Net asset value, beginning of year ....................... $10.55 $10.87 $10.73 $10.53 $10.24 $10.30 Income from investment operations: Net investment income ......... 0.09 0.18 0.25 0.31 0.35 0.34 Net realized and unrealized gain (loss) on investments .. 0.05 (0.28) 0.18 0.22 0.29 (0.06) ----------- ----------- ----------- ----------- ----------- ----------- Total income (loss) from investment operations ..... 0.14 (0.10) 0.43 0.53 0.64 0.28 ----------- ----------- ----------- ----------- ----------- ----------- Less dividends and distributions: From net investment income .... (0.09) (0.18) (0.26) (0.31) (0.35) (0.34) From net realized gains ....... (0.03) (0.04) (0.03) (0.02) -- -- ----------- ----------- ----------- ----------- ----------- ----------- Total dividends and distributions ............. (0.12) (0.22) (0.29) (0.33) (0.35) (0.34) ----------- ----------- ----------- ----------- ----------- ----------- Net asset value, end of period ... $10.57 $10.55 $10.87 $10.73 $10.53 $10.24 =========== =========== =========== =========== =========== =========== Total return ..................... 1.37% (0.75%) 4.04% 5.14% 6.37% 2.88% Ratios/Supplemental data: Net assets, end of period (000's omitted) ............. $140,869 $126,434 $107,261 $82,365 $64,592 $78,381 Ratio of expenses to average net assets: Net expenses paid by Fund ... 0.80%(1) 0.80% 0.82% 0.83% 0.77% 0.85% Expense offset arrangement .. 0.00%(1,2) 0.00%(2) 0.00%(2) 0.01% 0.06% 0.03% ----------- ----------- ----------- ----------- ----------- ----------- Total expenses ............ 0.80%(1) 0.80% 0.82% 0.84% 0.83% 0.88% Ratio of net investment income to average net assets ....... 1.66% 1.86% 2.33% 2.90% 3.36% 3.29% Portfolio turnover rate ....... 60% 90% 82% 94% 45% 22%
- ---------- (1) Annualized. (2) Amount is less than 0.01%. The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 11 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS December 31, 2004 (unaudited) 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 with a par value of $0.01 per share. At December 31, 2004, 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 and Income. 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. 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. Debt obligations may be placed on non-accrual status and related interest income may be reduced by ceasing current accruals and writing off interest receivable when the collection of all or a portion of interest has become doubtful based on constantly applied procedures. A debt obligation is removed from non-accrual status when the issuer resumes interest payments or when collectibility of interest is reasonable assured. 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 (the "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. 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 12 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) December 31, 2004 (unaudited) 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. 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 six months ended December 31, 2004, the Fund incurred $171,984 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 sub-administration services agreement with Federated Services Company ("FSC") for which FSC receives compensation paid by BBHTC. For the six months ended December 31, 2004, the Fund incurred $103,190 for administrative services. Shareholder Servicing Fees. The Trust has a shareholder servicing 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 six months ended December 31, 2004, the Fund incurred $171,984 for shareholder servicing 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 six months ended December 31, 2004, the Fund incurred $3,921 for Trustees' fees. Custody and Accounting Fees. BBH acts as a custodian and shall be entitled to receive a custody and accounting fee which is calculated and paid monthly. BBH holds all cash and investments and calculates the daily net asset value. The custody fee is a transaction based fee with an annual minimum of $30,000, and the accounting fee is calculated at 0.05% per annum on the first $100 million of net assets, 0.02% per annum on the next $400 million of net assets and 0.01% per annum on all net assets over $500 million. For the six months ended December 31, 2004, the Fund incurred $47,273 for custody and accounting services. These fees were reduced by $1,076 as a result of an expense offset arrangement with the Fund's custodian. 3. Investment Transactions. For the six months ended December 31, 2004, the cost of purchases and the proceeds of sales of investment securities other than short-term investments were $47,443,670 and $40,200,000, respectively. 4. Share Transactions. Transactions in fund shares were as follows: For the six months ended For the December 31, 2004 year ended (unaudited) June 30, 2004 ----------------- ------------- Fund shares sold ........................... 3,709,743 7,539,163 Fund shares issued in connection with reinvestment of dividends ........... 62,082 95,120 Fund shares repurchased .................... (2,431,807) (5,521,766) ---------- ---------- Net increase ............................... 1,340,018 2,112,517 ========== ========== FINANCIAL STATEMENT DECEMBER 31, 2004 13 BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND - -------------------------------------------------------------------------------- DISCLOSURE OF FUND EXPENSES December 31, 2004 (unaudited) EXAMPLE As a shareholder of BBH Tax Free Short/Intermediate Fixed Income Fund (the "Fund"), you may incur two types of costs: (1) transaction costs on purchase payments, reinvested dividends, or other distributions; and exchange fees; and (2) ongoing costs, including management fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2004 to December 31, 2004). ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During the Period" to estimate the expenses you paid on your account during the period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Expenses Paid Beginning Ending During Period Account Value Account Value July 1, 2004 to July 1, 2004 December 31, 2004 December 31, 2004(1) ------------- ----------------- -------------------- Actual............... $1,000 $1,014 4 Hypothetical(2)...... $1,000 $1,021 4 - ---------- (1) Expenses are equal to the Fund's annualized expense ratio of 0.80%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). (2) Assumes a return of 5% before expenses. For the purpose of the calculation, the applicable annualized expense ratio is subtracted from the assumed return before expenses. 14 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 On the internet: www.bbhfunds.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. A copy of the Fund's Proxy Voting Policy is available upon request by calling the toll-free number listed above. A text-only version of the policy can be viewed online or downloaded from the SEC at www.sec.gov. BROWN [LOGO] BROTHERS HARRIMAN BROWN [LOGO] BROTHERS HARRIMAN Semi-Annual Report DECEMBER 31, 2004 BBH TAX EXEMPT MONEY FUND BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- PORTFOLIO ALLOCATION December 31, 2004 (unaudited) BREAKDOWN BY BOND TYPE
Percent of U.S. $ Value Net Assets ------------ ---------- CERTIFICATE OF PARTICIPATION ..................... $ 2,100,000 0.5% EDUCATION ........................................ 55,066,547 12.2 ESCROWED TO MATURITY ............................. 420,000 0.1 GENERAL OBLIGATIONS .............................. 112,400,716 25.0 HEALTH CARE ...................................... 17,800,000 3.9 INDUSTRIAL ....................................... 40,860,000 9.1 MISCELLANEOUS .................................... 39,735,508 8.8 PRE-REFUNDED ..................................... 34,336,239 7.6 SPECIAL TAX ...................................... 7,028,914 1.6 TRANSPORTATION ................................... 17,098,147 3.8 UTILITIES ........................................ 9,282,799 2.1 WATER/SEWER ...................................... 58,686,319 13.0 COMMERCIAL PAPER ................................. 53,305,000 11.8 OTHER ASSETS IN EXCESS OF LIABILITIES ............ 2,268,657 0.5 ------------ ----- NET ASSETS ....................................... $450,388,846 100.0% ============ ===== TOP FIVE HOLDINGS BY STATE Percent of U.S. $ Value Net Assets ------------ ---------- TEXAS ............................................ $ 52,503,182 11.7% NEW YORK ......................................... 50,331,003 11.2 MARYLAND ......................................... 46,167,311 10.2 MASSACHUSETTS .................................... 32,838,230 7.3 CALIFORNIA ....................................... 32,400,000 7.2 OTHER STATES ..................................... 233,880,463 51.9 OTHER ASSETS IN EXCESS OF LIABILITIES ............ 2,268,657 0.5 ------------ ----- NET ASSETS ....................................... $450,388,846 100.0%
============ ===== All data as of December 31, 2004. The Fund's breakdown by bond type and top five holdings by state are expressed as a percentage of net assets and may vary over time. The accompanying notes are an integral part of these financial statements. 2 BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS December 31, 2004 (unaudited)
Principal Maturity Interest Amount Date Rate Value - ----------- -------- -------- ------------ MUNICIPAL BONDS (87.7%) CERTIFICATE OF PARTICIPATION (0.5%) $ 2,100,000 Denver, Colorado, City & Council(1) ....... 01/05/05 1.970% $ 2,100,000 ------------ EDUCATION (12.2%) 3,900,000 Connecticut State Health & Educational Facilities Authority(1) ................ 01/03/05 2.250 3,900,000 2,700,000 Connecticut State Health & Educational Facilities Authority(1) ................ 01/05/05 2.000 2,700,000 625,000 Kansas City, Missouri, School District Building Corp. ......................... 02/01/05 4.000 626,547 3,610,000 Massachusetts State Health & Educational Facilities Authority(1) .... 01/03/05 2.100 3,610,000 3,000,000 Massachusetts State Health & Educational Facilities Authority(1) .... 01/06/05 2.000 3,000,000 9,000,000 Michigan State University(1) .............. 01/05/05 2.000 9,000,000 11,500,000 New Hampshire Health & Education Facilities Authority(1) ................ 01/05/05 1.950 11,500,000 2,800,000 New Hampshire Health & Education Facilities Authority(1) ................ 01/05/05 1.950 2,800,000 5,695,000 New Jersey State Educational Facilities Authority(1) ........................... 01/03/05 2.250 5,695,000 435,000 New Jersey State Educational Facilities Authority(1) ........................... 01/04/05 2.070 435,000 2,000,000 New York State Dormitory Authority(1) ..... 01/06/05 2.000 2,000,000 3,000,000 Ohio State University(1) .................. 01/06/05 2.000 3,000,000 1,500,000 Ohio State University(1) .................. 01/06/05 2.000 1,500,000 1,000,000 Ohio State University(1) .................. 01/18/05 1.460 1,000,000 2,500,000 University of Missouri(1) ................. 01/03/05 2.190 2,500,000 1,800,000 University of Pittsburgh(1) ............... 01/05/05 2.000 1,800,000 ------------ Total Education ........................... 55,066,547 ------------ ESCROWED TO MATURITY (0.1%)(2) 420,000 New Jersey State Turnpike Authority ....... 01/01/05 5.300 420,000 ------------
The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 3 BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS (continued) December 31, 2004 (unaudited)
Principal Maturity Interest Amount Date Rate Value - ----------- -------- -------- ------------ MUNICIPAL BONDS (continued) GENERAL OBLIGATIONS (25.0%) $ 800,000 California State(1) ....................... 01/03/05 2.250% $ 800,000 1,000,000 Chicago, Illinois ......................... 01/01/05 5.000 1,000,000 975,000 Chicago, Illinois, Metropolitan Water Reclamation District ................... 12/01/05 5.300 1,003,541 5,000,000 Connecticut State(1) ...................... 01/06/05 2.030 5,000,000 2,385,000 District of Columbia(1) ................... 01/05/05 2.000 2,385,000 1,000,000 Georgia State ............................. 02/01/05 5.000 1,003,331 1,710,000 Georgia State ............................. 03/01/05 5.800 1,722,209 1,700,000 Georgia State ............................. 05/01/05 4.000 1,713,905 1,250,000 Georgia State ............................. 07/01/05 6.000 1,277,370 1,100,000 Gwinnett County, Georgia .................. 01/01/05 2.000 1,100,000 1,000,000 Hawaii State .............................. 03/01/05 6.000 1,007,378 1,120,000 Hawaii State .............................. 10/01/05 5.000 1,144,339 1,200,000 Hennepin County, Minnesota(1) ............. 01/06/05 1.840 1,200,000 300,000 Hennepin County, Minnesota(1) ............. 01/06/05 1.840 300,000 2,905,000 Houston, Texas ............................ 03/01/05 2.000 2,909,655 1,000,000 Illinois State ............................ 07/01/05 5.000 1,017,545 1,680,000 Jefferson County, Colorado, School District ........................ 12/15/05 5.250 1,730,448 1,500,000 Lake County, Illinois, Forest Preservation District .................. 12/15/05 5.000 1,541,973 5,000,000 Maryland State ............................ 02/01/05 5.000 5,016,095 4,620,000 Maryland State ............................ 03/01/05 5.250 4,649,377 1,000,000 Maryland State ............................ 03/01/05 4.000 1,004,506 1,650,000 Maryland State ............................ 07/15/05 5.250 1,679,140 1,000,000 Mecklenburg County, North Carolina ........ 02/01/05 3.000 1,001,592 9,800,000 Minneapolis, Minnesota(1) ................. 01/06/05 1.840 9,800,000 2,000,000 Minneapolis, Minnesota(1) ................. 01/06/05 1.840 2,000,000 620,000 Minneapolis, Minnesota(1) ................. 01/06/05 1.840 620,000 105,000 Minneapolis, Minnesota(1) ................. 01/06/05 1.840 105,000 570,000 Minneapolis-St. Paul, Minnesota, Metropolitan Area ...................... 03/01/05 5.000 572,196 1,300,000 Minnesota State ........................... 11/01/05 5.250 1,334,280 1,000,000 Minnesota State ........................... 11/01/05 5.000 1,024,746
The accompanying notes are an integral part of these financial statements. 4 BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS (continued) December 31, 2004 (unaudited)
Principal Maturity Interest Amount Date Rate Value - ----------- -------- -------- ------------ MUNICIPAL BONDS (continued) GENERAL OBLIGATIONS (continued) $ 755,000 Montgomery County, Maryland ............... 02/01/05 5.000% $ 757,467 5,000,000 Montgomery County, Maryland ............... 04/01/05 3.000 5,024,460 1,000,000 Montgomery County, Maryland ............... 05/01/05 5.375 1,013,671 1,000,000 Montgomery County, Maryland ............... 07/01/05 5.700 1,020,829 3,400,000 New York, New York(1) ..................... 01/03/05 2.250 3,400,000 600,000 New York, New York(1) ..................... 01/03/05 2.150 600,000 600,000 New York, New York(1) ..................... 01/03/05 2.130 600,000 3,300,000 New York, New York(1) ..................... 01/03/05 2.000 3,300,000 2,000,000 New York, New York(1) ..................... 01/03/05 2.000 2,000,000 2,000,000 New York, New York(1) ..................... 01/03/05 2.000 2,000,000 1,400,000 New York, New York(1) ..................... 01/03/05 2.000 1,400,000 750,000 New York, New York(1) ..................... 01/03/05 2.000 750,000 600,000 New York, New York(1) ..................... 01/03/05 2.000 600,000 1,050,000 North Carolina State ...................... 03/01/05 5.100 1,055,571 3,075,000 North Carolina State ...................... 03/01/05 5.000 3,092,355 1,000,000 Northbridge, Massachusetts ................ 02/15/05 5.000 1,003,844 1,175,000 Pennsylvania State ........................ 08/01/05 5.000 1,196,408 500,000 Rapid City, South Dakota, School District ........................ 01/01/05 4.400 500,000 1,150,000 Seattle, Washington ....................... 01/15/05 6.000 1,152,176 3,600,000 Seattle, Washington(1) .................... 08/31/05 1.650 3,600,000 2,000,000 South Carolina State ...................... 01/01/05 4.000 2,000,000 700,000 South Carolina State ...................... 04/01/05 5.250 706,832 5,000,000 Texas State ............................... 08/31/05 3.000 5,046,643 2,000,000 Virginia State ............................ 06/01/05 5.500 2,029,584 1,500,000 Virginia State ............................ 06/01/05 4.000 1,516,600 5,000,000 Wake County, North Carolina ............... 03/01/05 3.000 5,013,625 3,150,000 Washington Suburban Sanitation District, Maryland ..................... 06/01/05 5.000 3,190,062 1,140,000 Washington Suburban Sanitation District, Maryland ..................... 06/01/05 4.500 1,153,807 1,000,000 Washington Suburban Sanitation District, Maryland ..................... 06/01/05 4.500 1,013,156 ------------ Total General Obligations ................. 112,400,716 ------------
The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 5 BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS (continued) December 31, 2004 (unaudited)
Principal Maturity Interest Amount Date Rate Value - ----------- -------- -------- ------------ MUNICIPAL BONDS (continued) HEALTH CARE (3.9%) $ 800,000 Harris County, Texas, Health Facilities Development Corp.(1) ................... 01/03/05 2.200% $ 800,000 5,500,000 Illinois Health Care Facilities Authority(1) 01/05/05 2.000 5,500,000 9,000,000 Montana State Health Facilities Authority(1) ........................... 01/05/05 2.150 9,000,000 1,500,000 Oklahoma State Industries Authority, Hospital Revenue(1) .................... 01/03/05 2.200 1,500,000 1,000,000 Washington State Health Care Facilities Authority(1) ................ 01/04/05 2.170 1,000,000 ------------ Total Health Care ......................... 17,800,000 ------------ INDUSTRIAL (9.1%) 2,600,000 Berkeley County, South Carolina, Pollution Control Revenue(1) ........... 01/04/05 2.180 2,600,000 1,100,000 California Statewide Communities Development Authority, Pollution Control Revenue(1) ..................... 01/03/05 2.140 1,100,000 5,850,000 Columbia, Alabama, Pollution Control Revenue(1) ............................. 01/03/05 2.250 5,850,000 300,000 Columbia, Alabama, Pollution Control Revenue(1) ............................. 01/03/05 2.250 300,000 600,000 Delaware County, Pennsylvania, Industrial Development Authority(1) .... 01/05/05 1.960 600,000 1,650,000 Forsyth, Montana, Pollution Control Revenue(1) ............................. 01/03/05 2.250 1,650,000 700,000 Gulf Coast Waste Disposal Authority, Texas(1) ............................... 01/04/05 2.130 700,000 2,400,000 Harris County, Texas, Pollution Control Revenue(1) ............................. 01/03/05 2.150 2,400,000 2,400,000 Harris County, Texas, Pollution Control Revenue(1) ............................. 01/04/05 2.130 2,400,000 1,000,000 Hurley, New Mexico, Pollution Control Revenue(1) ............................. 01/03/05 2.180 1,000,000 5,000,000 Jackson County, Mississippi, Port Facility Revenue(1) .................... 01/03/05 2.180 5,000,000
The accompanying notes are an integral part of these financial statements. 6 BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS (continued) December 31, 2004 (unaudited)
Principal Maturity Interest Amount Date Rate Value - ----------- -------- -------- ------------ MUNICIPAL BONDS (continued) INDUSTRIAL (continued) $ 5,900,000 Joliet, Illinois, Regional Port District(1). 01/04/05 2.130% $ 5,900,000 500,000 Lincoln County, Wyoming, Pollution Control Revenue(1) ..................... 01/03/05 2.050 500,000 4,000,000 Lincoln County, Wyoming, Pollution Control Revenue(1) ..................... 01/04/05 2.130 4,000,000 800,000 Midlothian, Texas, Pollution Control Revenue(1) ............................. 01/05/05 2.000 800,000 2,600,000 Moffat County, Colorado, Pollution Control Revenue(1) ..................... 01/03/05 2.150 2,600,000 1,000,000 Port Arthur, Texas, Navigation District(1) . 01/03/05 2.180 1,000,000 2,460,000 Valdez, Alaska, Marine Terminal Revenue(1) ............................. 01/05/05 1.300 2,460,000 ------------ Total Industrial .......................... 40,860,000 ------------ MISCELLANEOUS (8.8%) 1,000,000 Arkansas Development Finance Authority .............................. 11/01/05 5.000 1,024,568 2,600,000 California Housing Finance Agency(1) ...... 01/04/05 1.480 2,600,000 1,300,000 California Housing Finance Agency(1) ...... 01/05/05 2.030 1,300,000 4,000,000 California State Economic Recovery Bond(1) ................................ 01/03/05 2.250 4,000,000 1,365,000 Clayton County, Georgia, Housing Authority(1) ........................... 01/04/05 1.500 1,365,000 1,500,000 Colorado Housing & Finance Authority ...... 01/05/05 2.000 1,500,000 2,180,000 Kansas State Development Finance Authority .............................. 08/01/05 3.000 2,200,279 3,155,000 Maine Municipal Bond Bank ................. 09/01/05 3.000 3,175,661 5,300,000 Michigan State Housing Development Authority(1) ........................... 01/05/05 1.960 5,300,000 900,000 New York State Local Government Assistance Corp.(1) .................... 01/05/05 1.950 900,000 6,800,000 New York, New York, City Transitional Finance Authority(1) ................... 01/03/05 2.250 6,800,000 500,000 New York, New York, City Transitional Finance Authority(1) ................... 01/03/05 2.200 500,000
The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 7 BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS (continued) December 31, 2004 (unaudited)
Principal Maturity Interest Amount Date Rate Value - ----------- -------- -------- ------------ MUNICIPAL BONDS (continued) MISCELLANEOUS (continued) $ 5,700,000 New York, New York, City Transitional Finance Authority(1) ................... 01/03/05 2.150% $ 5,700,000 200,000 New York, New York, City Transitional Finance Authority(1) ................... 01/03/05 2.150 200,000 2,170,000 New York, New York, City Transitional Finance Authority(1) ................... 01/05/05 2.000 2,170,000 1,000,000 New York, New York, City Transitional Finance Authority(1) ................... 01/05/05 2.000 1,000,000 ------------ Total Miscellaneous ....................... 39,735,508 ------------ PRE-REFUNDED (7.6%)(2) 1,540,000 Bexar, Texas, Metropolitan Water District ............................... 05/01/05 6.000 1,593,467 1,150,000 Charlotte, North Carolina ................. 04/01/05 5.300 1,183,613 1,000,000 Charlotte, North Carolina ................. 04/01/05 5.300 1,029,432 950,000 Chesapeake, Virginia ...................... 05/01/05 5.500 981,439 1,100,000 Hawaii State .............................. 01/01/05 5.900 1,100,000 2,900,000 Houston, Texas ............................ 04/01/05 5.750 2,927,276 1,425,000 Houston, Texas ............................ 04/01/05 5.250 1,439,608 6,250,000 Indiana Bond Bank ......................... 02/01/05 6.750 6,402,602 2,500,000 Lakeshore, Michigan, Public Schools ....... 05/01/05 5.750 2,559,216 5,000,000 Maryland State ............................ 03/15/05 5.700 5,144,741 1,000,000 Nebraska Public Power District ............ 01/01/05 5.500 1,010,000 1,000,000 Nebraska Public Power District ............ 01/01/05 5.250 1,010,000 800,000 Nevada State .............................. 02/01/05 6.000 810,993 1,220,000 New Hanover County, North Carolina ........ 03/01/05 5.500 1,251,647 500,000 New Hanover County, North Carolina ........ 03/01/05 5.400 510,672 750,000 North Harris Montgomery Community College District, Texas ................ 02/15/05 5.650 753,817 580,000 Port Arthur, Texas ........................ 02/15/05 5.500 582,846 3,000,000 Texas State ............................... 04/01/05 5.900 3,034,580 1,000,000 Texas State ............................... 04/01/05 5.600 1,010,290 ------------ Total Pre-Refunded ........................ 34,336,239 ------------
The accompanying notes are an integral part of these financial statements. 8 BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS (continued) December 31, 2004 (unaudited)
Principal Maturity Interest Amount Date Rate Value - ----------- -------- -------- ------------ MUNICIPAL BONDS (continued) SPECIAL TAX (1.6%) $ 2,000,000 Connecticut State Special Tax ............. 09/01/05 4.000% $ 2,028,914 5,000,000 Riverside County, California, Special Tax(1) ................................. 01/05/05 1.950 5,000,000 ------------ Total Special Tax ......................... 7,028,914 ------------ TRANSPORTATION (3.8%) 1,000,000 Arizona State Transportation Board ........ 07/01/05 5.750 1,021,131 5,000,000 Georgia State Road & Tollway Authority .............................. 10/01/05 3.000 5,037,933 1,500,000 Hawaii State Highway Revenue .............. 07/01/05 5.000 1,522,150 800,000 Kansas State Department of Transportation(1) ...................... 01/18/05 1.000 800,000 770,000 Massachusetts Bay Transportation Authority .............................. 03/01/05 5.000 774,386 2,600,000 Metropolitan Atlanta Rapid Transit Authority, Georgia ..................... 07/01/05 6.250 2,662,635 3,200,000 Metropolitan Transportation Authority, New York(1) ............................ 01/18/05 1.000 3,200,000 1,000,000 New York State Thruway Authority .......... 04/01/05 6.000 1,011,003 1,060,000 Oregon State Department of Transportation ......................... 06/01/05 4.000 1,068,909 ------------ Total Transportation ...................... 17,098,147 ------------ UTILITIES (2.1%) 4,600,000 Municipal Electric Authority of Georgia(1) ............................. 01/05/05 2.000 4,600,000 1,000,000 Nebraska Public Power District ............ 01/01/05 5.250 1,000,000 455,000 Sikeston, Missouri, Electric Revenue ...... 06/01/05 6.000 462,355 800,000 Washington State Public Power Supply System(1) .............................. 01/05/05 2.020 800,000 1,400,000 Washington State Public Power Supply System(1) .............................. 01/05/05 1.990 1,400,000 1,000,000 Washington State Public Power Supply System ................................. 07/01/05 6.000 1,020,444 ------------ Total Utilities ........................... 9,282,799 ------------
The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 9 BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS (continued) December 31, 2004 (unaudited)
Principal Maturity Interest Amount Date Rate Value - ----------- -------- -------- ------------ MUNICIPAL BONDS (continued) WATER/SEWER (13.0%) $ 1,400,000 Boston, Massachusetts, Water & Sewer Commission(1) ................... 01/06/05 1.910% $ 1,400,000 1,100,000 California State Department of Water Resources(1) .......................... 01/03/05 2.250 1,100,000 1,800,000 California State Department of Water Resources(1) .......................... 01/05/05 2.050 1,800,000 5,000,000 California State Department of Water Resources(1) .......................... 01/06/05 2.000 5,000,000 1,000,000 Cobb County, Georgia, Water & Sewer Revenue ............................... 07/01/05 2.000 1,002,846 1,020,000 Connecticut State Clean Water Fund ....... 04/01/05 5.600 1,030,252 2,200,000 Detroit, Michigan, Sewage Disposal Revenue(1) ............................ 01/05/05 2.050 2,200,000 3,900,000 Durham, North Carolina, Water & Sewer Revenue(1) ............................ 01/05/05 2.030 3,900,000 1,000,000 Irvine Ranch, California, Water District(1) ........................... 01/04/05 1.570 1,000,000 1,000,000 Kansas City, Missouri, Sewer Revenue ..... 03/01/05 4.000 1,003,221 3,900,000 Massachusetts State Water Resources Authority(1) .......................... 01/03/05 2.250 3,900,000 4,000,000 Massachusetts State Water Resources Authority(1) .......................... 01/05/05 2.000 4,000,000 1,000,000 Massachusetts State Water Resources Authority(1) .......................... 01/05/05 1.960 1,000,000 5,900,000 Massachusetts State Water Resources Authority(1) .......................... 01/05/05 1.950 5,900,000 1,550,000 Massachusetts State Water Resources Authority(1) .......................... 01/05/05 1.950 1,550,000 1,000,000 Memphis, Tennessee, Water Division Revenue ............................... 01/01/05 5.000 1,000,000 8,700,000 Metropolitan Water District of Southern California(1) ......................... 01/03/05 2.250 8,700,000 2,100,000 New York, New York, City Municipal Water Finance Authority(1) ............ 01/03/05 2.100 2,100,000
The accompanying notes are an integral part of these financial statements. 10 BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- PORTFOLIO OF INVESTMENTS (continued) December 31, 2004 (unaudited)
Principal Maturity Interest Amount Date Rate Value - ----------- -------- -------- ------------ MUNICIPAL BONDS (continued) WATER/SEWER (continued) $ 8,100,000 New York, New York, City Municipal Water Finance Authority(1) ............. 01/04/05 2.180% $ 8,100,000 2,000,000 New York, New York, City Municipal Water Finance Authority(1) ............. 01/04/05 2.180 2,000,000 1,000,000 Ohio State Solid Waste Revenue(1) ......... 01/03/05 2.230 1,000,000 ------------ Total Water/Sewer ......................... 58,686,319 ------------ Total Municipal Bonds ..................... 394,815,189 ------------ COMMERCIAL PAPER (11.8%) 7,000,000 City of Houston, Texas .................... 01/04/05 1.370 7,000,000 7,000,000 City of Houston, Texas .................... 02/24/05 1.680 7,000,000 3,900,000 City of San Antonio, Texas ................ 01/25/05 1.850 3,900,000 3,500,000 City of San Antonio, Texas ................ 01/26/05 1.820 3,500,000 5,500,000 Howard County, Maryland ................... 02/11/05 1.670 5,500,000 4,000,000 King County, Washington ................... 02/08/05 0.000 4,000,000 6,700,000 Massachusetts State Health & Educational Facilities Authority ....... 02/07/05 1.750 6,700,000 10,000,000 Montgomery County, Maryland ............... 02/07/05 1.750 10,000,000 2,000,000 Municipal Electric Authority of Georgia ................................ 01/20/05 1.650 2,000,000 3,705,000 Texas Public Finance Authority ............ 01/24/05 1.850 3,705,000 ------------ Total Commercial Paper .................... 53,305,000 ------------ TOTAL INVESTMENTS, AT AMORTIZED COST............................... 99.5% $448,120,189 OTHER ASSETS IN EXCESS OF LIABILITIES.............................. 0.5 2,268,657 ----- ------------ NET ASSETS......................................................... 100.0% $450,388,846 ===== ============
- ---------- (1) Variable rate instrument. Interest rates change on specific dates (such as a coupon or interest payment date). The yield shown represents the December 31, 2004 coupon rate. (2) 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 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. FINANCIAL STATEMENT DECEMBER 31, 2004 11 BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- STATEMENT OF ASSETS AND LIABILITIES December 31, 2004 (unaudited) ASSETS: Investments, at amortized cost ............................... $448,120,189 Cash ......................................................... 17,828 Interest receivable .......................................... 2,501,580 Prepaid expenses ............................................. 8,324 ------------ Total Assets ............................................ 450,647,921 ------------ LIABILITIES: Payables for: Shareholder servicing fees ................................ 99,005 Investment advisory fees .................................. 59,404 Administrative fees ....................................... 39,603 Professional fees ......................................... 20,451 Dividends declared ........................................ 15,629 Custody and accounting fees ............................... 8,125 Board of Trustees' fees ................................... 900 Accrued expenses and other liabilities ....................... 15,958 ------------ Total Liabilities ....................................... 259,075 ------------ NET ASSETS, for 450,492,718 fund shares outstanding ............. $450,388,846 ============ Net Assets Consist of: Paid-in capital .............................................. $450,388,846 ============ NET ASSET VALUE AND OFFERING PRICE PER SHARE .................... $1.00 ===== The accompanying notes are an integral part of these financial statements. 12 BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- STATEMENT OF OPERATIONS For the six months ended December 31, 2004 (unaudited) NET INVESTMENT INCOME: Income: Interest ........................................... $ 3,085,471 ----------- Expenses: Shareholder servicing fees ......................... 582,671 Investment advisory fees ........................... 349,603 Administrative fees ................................ 233,069 Custody and accounting fees ........................ 65,618 Professional fees .................................. 20,386 Board of Trustees' fees ............................ 11,032 Miscellaneous expenses ............................. 39,121 ----------- Total Expenses ................................... 1,301,500 Expense offset arrangement ....................... (2,206) ----------- Net Expenses ..................................... 1,299,294 ----------- Net Investment Income ................................. $ 1,786,177 =========== The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 13 BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- STATEMENTS OF CHANGES IN NET ASSETS For the six months ended For the December 31, 2004 year ended (unaudited) June 30, 2004 ----------------- -------------- DECREASE IN NET ASSETS: From Operations: Net investment income ................... $ 1,786,177 $ 1,903,766 Dividends declared from net investment income .................................. (1,813,871) (1,903,482) ------------- ------------- Net increase (decrease) in net assets from operations ....................... (27,694) 284 ------------- ------------- From Fund Share (Principal) Transactions at Net Asset Value of $1.00 per share: Fund shares sold ...................... 528,549,134 955,433,086 Fund shares issued in reinvestment of dividends ........................ 926,536 1,026,049 Fund shares repurchased ............... (531,892,423) (969,022,796) ------------- ------------- Net decrease in net assets resulting from fund share transactions ...... (2,416,753) (12,563,661) ------------- ------------- Total decrease in net assets ........ (2,444,447) (12,563,377) NET ASSETS: Beginning of year .......................... 452,833,293 465,396,670 ------------- ------------- End of period .............................. $ 450,388,846 $ 452,833,293 ============= ============= The accompanying notes are an integral part of these financial statements. 14 BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- FINANCIAL HIGHLIGHTS Selected per share data and ratios for a share outstanding throughout each period
For the six months ended For the year ended June 30, December 31, 2004 ----------------------------------------------------------------------------- (unaudited) 2004 2003 2002 2001 2000 ----------------- --------- --------- --------- --------- --------- Net asset value, beginning of year ................... $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 Income from investment operations: Net investment income ..... 0.00(1) 0.00(1) 0.01 0.01 0.03 0.03 Dividends to shareholders from net investment income .................... (0.00)(1) (0.00)(1) (0.01) (0.01) (0.03) (0.03) --------- --------- --------- --------- --------- --------- Net asset value, end of period $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 ========= ========= ========= ========= ========= ========= Total return ................. 0.40% 0.42% 0.72% 1.40% 3.20% 3.05% Ratios/Supplemental data: Net assets, end of period (000's omitted) ........ $450,389 $452,833 $465,397 $414,143 $199,398 $173,050 Ratio of expenses to average net assets .. 0.56%(2,3) 0.55%(2) 0.56%(2) 0.53%(2) 0.65%(4) 0.65%(4) Ratio of net investment income to average net assets ............. 0.77%(3) 0.42% 0.72% 1.28% 3.17% 3.24% - ---------- (1) Less than $0.01 per share. (2) The ratio of expenses to average net assets for the six months ended December 31, 2004 and for the years ended June 30, 2004, 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 0.56%, 0.55%, 0.57% and 0.55%, respectively. (3) Annualized. (4) During the years ended June 30, 2001 and 2000, the Fund had an agreement with Brown Brothers Harriman Trust Company, LLC (the "Administrator") whereby the Administrator paid certain expenses of the Fund and received a fee from the Fund (the "Expense Payment Fee'), computed and paid monthly, such that after such fee the aggregate expenses of the Fund would not exceed 0.65% of the Fund's average daily net assets. 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 n/a n/a n/a n/a 0.62% 0.62% Expense offset arrangement n/a n/a n/a n/a 0.03% 0.03% ---- ---- Gross expenses n/a n/a n/a n/a 0.65% 0.65%
The accompanying notes are an integral part of these financial statements. FINANCIAL STATEMENT DECEMBER 31, 2004 15 BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS December 31, 2004 (unaudited) 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 with a par value of $0.01 per share. At December 31, 2004, 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 December 31, 2004, 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 gains and losses, if any, from investment transactions are determined on the basis of identified cost. 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. 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 six months ended December 31, 2004, the Fund incurred $349,603 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 0.10% of the Fund's average daily net assets. BBHTC has a sub- 16 BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- NOTES TO FINANCIAL STATEMENTS (continued) December 31, 2004 (unaudited) administration services agreement with Federated Services Company ("FSC") for which FSC receives compensation paid by BBHTC. For the six months ended December 31, 2004, the Fund incurred $233,069 for administrative services. Shareholder Servicing Fees. The Trust has a shareholder servicing 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 six months ended December 31, 2004, the Fund incurred $582,671 for shareholder servicing 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 six months ended December 31, 2004, the Fund incurred $11,032 for Trustees' fees. Custody and Accounting Fees. BBH acts as a custodian and shall be entitled to receive a custody and accounting fee which is calculated and paid monthly. BBH holds all cash and investments and calculates the daily net asset value. The custody fee is a transaction based fee with an annual minimum of $30,000, and the accounting fee is calculated at 0.05% per annum on the first $100 million of net assets, 0.02% per annum on the next $400 million of net assets and 0.01% per annum on all net assets over $500 million. For the six months ended December 31, 2004, the Fund incurred $65,618 for custody and accounting services. These fees were reduced by $2,206 as a result of an expense offset arrangement with the Fund's custodian. 3. Federal Income Tax Status. At June 30, 2004, 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. FINANCIAL STATEMENT DECEMBER 31, 2004 17 BBH TAX EXEMPT MONEY FUND - -------------------------------------------------------------------------------- DISCLOSURE OF FUND EXPENSES December 31, 2004 (unaudited) EXAMPLE As a shareholder of BBH Tax Exempt Money Fund (the "Fund"), you may incur two types of costs: (1) transaction costs on purchase payments, reinvested dividends, or other distributions; and exchange fees; and (2) ongoing costs, including management fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (July 1, 2004 to December 31, 2004). ACTUAL EXPENSES The first line of the table below provides information about actual account values and actual expenses. You may use information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During the Period" to estimate the expenses you paid on your account during the period. HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund's actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds. Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher. Expenses Paid Beginning Ending During Period Account Value Account Value July 1, 2004 to July 1, 2004 December 31, 2004 December 31, 2004(1) ------------- ----------------- ------------------- Actual............ $1,000 $1,004 3 Hypothetical(2)... $1,000 $1,022 3 - ---------- (1) Expenses are equal to the Fund's annualized expense ratio of 0.56%, multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period). (2) Assumes a return of 5% before expenses. For the purpose of the calculation, the applicable annualized expense ratio is subtracted from the assumed return before expenses. 18 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 On the internet: www.bbhfunds.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. A copy of the Fund's Proxy Voting Policy is available upon request by calling the toll-free number listed above. A text-only version of the policy can be viewed online or downloaded from the SEC at www.sec.gov. BROWN [LOGO] BROTHERS HARRIMAN ITEM 2. CODE OF ETHICS. (a) The registrant has adopted a code of ethics that applies to the registrant's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. (b) No answer required. (c) Not applicable. (d) Not applicable. (e) Not applicable. (f) (1) A copy of the code of ethics referenced in Item 2(a) of this Form N-CSR is available and can be mailed, free of charge, to anyone by calling (800) 575-1265. (2) Not applicable. (3) Not applicable. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a)(1) The registrant's Board of Trustees board has designated two members of the audit committee as financial experts. (2) The following Trustees have been designated as audit committee financial experts by the Board of Trustees: independent audit committee members Arthur Miltenberger and David Feldman are the designated audit committee financial experts. (3) Not applicable. (b) No answer required. (c) No answer required. (d) No answer required. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. N/A for 12-31, required for Annual Filings only. (a) Audit Fees N/A for 12-31 required for Annual Filings only (b) Audit-Related Fees N/A for 12-31 required for Annual Filings only (c) Tax Fees N/A for 12-31 required for Annual Filings only (d) All Other Fees N/A for 12-31 required for Annual Filings only (e) (1) Pre-approval policies. (2) N/A for 12-31 required for Annual Filings only (f) N/A for 12-31 required for Annual Filings only (g) N/A for 12-31 required for Annual Filings only (h) N/A for 12-31 required for Annual Filings only 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, Alan G. Lowy and Arthur D. Miltenberger. (b) Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS Not applicable. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES. Not applicable. ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANY. Not applicable. ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS Not applicable. ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. ITEM 11. 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 12. 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, John A. Nielsen, 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 Free Short/Intermediate Fixed income Fund and BBH Tax Exempt Money 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 trustees (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: March 3, 2005 /s/ John A. Nielson ============== John A. Nielsen President - Principal Executive Officer I, Nancy D. Osborn, 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 Free Short/Intermediate Fixed income Fund and BBH Tax Exempt Money 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 trustees (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: March 3, 2005 /s/ Nancy D. Osborn =============== Nancy D. Osborn 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 Free Short/Intermediate Fixed income Fund and BBH Tax Exempt Money Fund ("registrant"), hereby certify, to the best of our knowledge, that the Registrant's Report on Form N-CSR for the period ended 12/31/04 (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: March 3, 2005 /s/ John A. Nielsen ============== John A. Nielsen Title: President, Principal Executive Officer Dated: March 3, 2005 /s/ Nancy D. Osborn =============== Nancy D. Osborn 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/ John A. Nielsen ----------------------------------------------------- John A. Nielsen, President (Principle Executive Officer) Date: March 3, 2005 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/ Nancy D. Osborn ------------------------------------------------------ Nancy D. Osborn, Treasurer (Principal Financial Officer) Date: March 3, 2005 * Print name and title of each signing officer under his or her signature. BBH Trust December 2004 NCSR page 84 of 84 pages -----END PRIVACY-ENHANCED MESSAGE-----