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 811-10421
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BBH BBH COMMON SETTLEMENT FUND II, INC.
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(Exact name of registrant as specified in charter)
40 Water Street, Boston, Massachusetts 02109
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(Address of principal executive offices) (Zip code)
Michael D. Martins
Brown Brothers Harriman and Co.
140 Broadway
New York, New York 10005-1011
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(Name and address of agents for service)
Registrant's telephone number, including area code: (800) 575-1265
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Date of fiscal year end: June 30, 2003
- --------------------------------------------------------------------------------
Date of reporting period: June 30, 2003
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ITEM 1. REPORTS TO STOCKHOLDERS.
<Page>
INDEPENDENT AUDITORS' REPORT
Board of Directors and Shareholders
BBH Common Settlement II Fund:
We have audited the accompanying statement of assets
and liabilities of BBH
Common Settlement II Fund (the "Fund") as of
June 30, 2003, and the related statement
of operations for the year ended, the statements of
changes in net
assets for each of the two years in the period then
ended, and the financial highlights
for each of the two years in the period then ended
and for the period from June 18, 2001
(commencement of operations) to June 30, 2001
.. These financial statements and financial
highlights are the responsibility of the Fund's
management. Our responsibility is to
express an opinion on these financial statements
and financial highlights based on our
audits.
We conducted our audits in accordance with
auditing standards generally accepted
in the United States of America. Those standards
require that we plan and
perform the audit to obtain reasonable assurance
about whether the financial
statements are free of material misstatement.
An audit includes examining, on a
test basis, evidence supporting the amounts
and disclosures in the financial
statements. An audit also includes assessing
the accounting principles used and
significant estimates made by management,
as well as evaluating the overall
financial statement presentation. We believe
that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements and
financial highlights present fairly,
in all material respects, the financial position
of BBH Common Settlement II Fund
as of June 30, 2003, the results of its operations
for the year then ended, the changes in
its net assets for each of the two years in the
period then ended, and the financial
highlights for each of the two years in the
period then ended and for the period from June
18, 2001 (commencement of operations) to
June 30, 2001, in conformity with accounting principles
generally accepted in the United States of America.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
August 15, 2003
<Page>
BBH COMMON SETTLEMENT II FUND
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2003
<Table>
ASSETS:
Investment in BBH U.S. Money Market Portfolio
(the "Portfolio"), at value $ 390,564,498
-------------
LIABILITIES:
Payables for:
Dividends declared 372,765
Expense payment fee 10,415
-------------
Total Liabilities 383,180
-------------
NET ASSETS, for 390,181,318 fund shares outstanding $ 390,181,318
=============
Net Assets Consist of:
Paid-in capital $ 390,181,318
=============
NET ASSET VALUE AND OFFERING PRICE PER SHARE $1.00
=====
</Table>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2003
<Table>
INVESTMENT INCOME:
Interest income allocated from Portfolio $ 5,924,738
-------------
EXPENSES:
Expense payment fee 685,101
-------------
NET INVESTMENT INCOME $ 5,239,637
=============
</Table>
The accompanying notes are an integral part of these financial statements.
<Page>
BBH COMMON SETTLEMENT II FUND
STATEMENT OF CHANGES IN NET ASSETS
<Table>
<Caption>
FOR THE FOR THE
YEAR ENDED YEAR ENDED
JUNE 30, 2003 JUNE 30, 2002
----------------- -------------
INCREASE (DECREASE) IN NET ASSETS:
From Operations:
Net investment income $ 5,239,637 $ 11,850,811
Dividends declared from net investment income (5,239,637) (11,850,811)
From Fund Share (Principal) Transactions at Net Asset Value
of $1.00 per share:
Fund shares sold 1,598,042,394 2,200,552,734
Fund shares issued in reinvestment of dividends 5,436,831 11,104,315
Fund shares repurchased (1,604,065,897) (1,820,989,059)
------------- ---------------
Net increase (decrease) in net assets resulting from fund share
transactions (586,672) 390,667,990
NET ASSETS:
Beginning of year 390,767,990 100,000
------------- ---------------
End of year $ 390,181,318 $ 390,767,990
============= ===============
</Table>
The accompanying notes are an integral part of these financial statements.
<Page>
BBH COMMON SETTLEMENT II FUND
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE
OUTSTANDING THROUGHOUT EACH PERIOD
<Table>
<Caption>
FOR THE PERIOD FROM
JUNE 18, 2001
FOR THE FOR THE (COMMENCEMENT
YEAR ENDED YEAR ENDED OF OPERATIONS) TO
JUNE 30, 2003 JUNE 30, 2002 JUNE 30, 2001
----------------- ------------- -------------------
Net asset value, beginning of period $ 1.00 $ 1.00 $ 1.00
Income from investment operations:
Net investment income 0.01 0.02 0.00 (1)
Dividends to shareholders from net
investment income (0.01) (0.02) 0.00 (1)
----------------- ------------- -------------------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00
================= ============= ===================
Total return 1.39% 2.44% 0.14%
Ratios/ Supplemental Data (2):
Net assets, end of period (000's omitted) $ 390,181 $390,768 $100
Ratio of expenses to average net assets (3) 0.18% 0.18% 0.18% (4)
Ratio of net investment income to
average net assets (3) 1.38% 2.25% 4.44% (4)
- ----------
(1) Less than $.01.
(2) Ratios include the Fund's share of Portfolio
income, expenses paid by the Portfolio and
the expense offset arrangement, as appropriate.
(3) Had the expense payment agreement, which
commenced on June 18, 2001, not been in place, the
ratio of expenses to average net assets and the
ratio of net investment income would have been as
follows:
Ratio of expenses to average net assets 0.20% 0.19% 0.18% (4)
Ratio of net investment income to average net assets 1.36% 2.24% 4.44% (4)
</Table>
(4) Annualized
The accompanying notes are an integral part of these financial statements.
<Page>
BBH COMMON SETTLEMENT II FUND
NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2003
1. ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES.
BBH Common Settlement II
Fund (the "Fund") is registered under the Investment Company Act of 1940,
as amended, as an open-end management investment company which was
organized as a corporation under the laws of the State of Maryland on May
10, 2001. The Fund commenced operations on June 18, 2001.
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 investments reflects the Fund's proportionate interest in the net
assets of the Portfolio (approximately 11% at June 30, 2003). The
performance of the Fund is directly affected by the performance of the
Portfolio. The financial statements of the Portfolio, including the
portfolio of investments, are included elsewhere in this report and should
be read in connection with the Fund's financial statements.
The Fund's financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America, which
require management to make certain estimates and assumptions at the date of
the financial statements and are based, in part, on the following
accounting policies. Actual results could differ from those estimates.
A. VALUATION OF INVESTMENTS. Valuation of investments by the Portfolio
is discussed in Note 1 of the Portfolio's Notes to Financial
Statements which are included elsewhere in this report.
B. INVESTMENT 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. It is the Fund's policy to comply with the
requirements 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 Fund 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 0.03% of the Fund's average daily net assets. BBHTC has a
subadministration services agreement with Federated Services Company
("FSC") for which FSC receives such compensation as is from time to time
agreed upon, but not in excess of the amount paid to BBHTC.
EXPENSE PAYMENT FEE. BBHTC pays all ordinary expenses of the Fund,
including its pro-rata share of expenses allocated from the Portfolio, and
receives a fee from the Fund, computed and paid monthly, such that after
such fee the aggregate expenses will not exceed 0.18% of the Fund's average
net assets. For the year ended June 30, 2003, BBHTC incurred
$754,875 in expenses on behalf of the Fund, including administrative fees
of $114,183 paid to BBHTC. The Fund's expense payment fee agreement will
terminate on December 31, 2004.
<Page>
BBH COMMON SETTLEMENT II FUND
SUPPLEMENTAL PROXY INFORMATION
June 30, 2003
(unaudited)
A Special Meeting of Shareholders of BBH Common Settlement II Fund, Inc.
was held on August 2, 2002. On June 11, 2002, the record date for
shareholders voting at this meeting, there were 514,632,990 total
outstanding shares. The following items were considered by shareholders and
the results of their voting are listed below. Unless otherwise noted, each
matter was approved.
1. To modify the Fund's fundamental policy regarding borrowing.
Shares voted affirmatively 514,632,990
Shares voted negatively 0
Shares abstaining 0
2. To act by any authorized means to approve a corresponding modification
to the Portfolio's fundamental policy regarding borrowing (which
approval by the Portfolio's investors, as a group, must occur before
the proposed change to the Fund's policy may be implemented).
Shares voted affirmatively 514,632,990
Shares voted negatively 0
Shares abstaining 0
3. To eliminate the Fund's fundamental policy regarding investments in
restricted securities.
Shares voted affirmatively 514,632,990
Shares voted negatively 0
Shares abstaining 0
4. To authorize the Fund to act by any authorized means to approve the
elimination of the Portfolio's fundamental investment policy regarding
investments in restricted securities (which approval by the
Portfolio's investors, as a group, must occur before the Fund's
related policy may be eliminated).
Shares voted affirmatively 514,632,990
Shares voted negatively 0
Shares abstaining 0
5. To eliminate the Fund's fundamental policy regarding investments in
other investment companies.
Shares voted affirmatively 514,632,990
Shares voted negatively 0
Shares abstaining 0
6. To authorize the Fund to act by any authorized means to approve the
elimination of the Portfolio's fundamental investment policy regarding
investments in other investment companies (which approval by the
Portfolio's investors, as a group, must occur before the Fund's
related policy may be eliminated).
Shares voted affirmatively 514,632,990
Shares voted negatively 0
Shares abstaining 0
BBH U.S. MONEY MARKET PORTFOLIO
PORTFOLIO OF INVESTMENTS
June 30, 2003 (expressed in U.S. dollars)
<Table>
<Caption>
ANNUALIZED
YIELD ON
PRINCIPAL MATURITY DATE OF
AMOUNT DATE PURCHASE VALUE
- ------------- -------- ---------- ---------------
BANK NOTE (2.2%)
$ 75,000,000 Wells Fargo Bank NA* 07/28/03 0.968% $ 75,000,000
---------------
CERTIFICATES OF DEPOSIT (13.9%)
50,000,000 Bank of Montreal 08/20/03 1.660 50,000,000
35,000,000 Bank of Scotland 07/31/03 1.220 35,000,290
50,000,000 Bank of Scotland 08/18/03 1.190 50,000,000
40,657,000 Barclays Bank, Plc. 07/03/03 1.215 40,656,964
30,000,000 Barclays Bank, Plc. 08/04/03 1.240 30,000,843
50,000,000 BNP Paribas 07/28/03 1.830 50,004,002
50,000,000 Credit Agricole Indosuez 09/26/03 1.030 50,000,000
10,000,000 Deutsche Bank AG 07/01/03 2.570 10,000,000
75,000,000 Deutsche Bank AG 12/03/03 1.070 75,000,000
50,000,000 HSBC Bank USA 01/09/04 1.400 50,000,000
35,000,000 Royal Bank of Scotland 12/05/03 1.230 35,022,597
---------------
TOTAL CERTIFICATES OF DEPOSIT 475,684,696
---------------
COMMERCIAL PAPER (33.5%)
40,000,000 Bank of America 07/10/03 1.230 39,987,700
130,000,000 BMW U.S. Capital LLC 07/01/03 1.300 130,000,000
30,000,000 Bristol-Myers Squibb Co. 08/12/03 1.240 29,956,600
30,000,000 Bristol-Myers Squibb Co. 08/20/03 1.250 29,947,917
25,405,000 City of Chicago, Illinois 08/13/03 1.250 25,367,069
24,000,000 Danske Corp. 12/19/03 1.030 23,882,580
30,000,000 General Electric Capital Corp. 08/19/03 1.250 29,948,959
40,000,000 General Electric Capital Corp. 10/20/03 1.140 39,859,400
14,000,000 Harvard University 10/08/03 1.081 13,958,035
35,000,000 ING Funding LLC 10/31/03 1.140 34,864,783
50,000,000 Johnson & Johnson 07/22/03 1.200 49,965,000
70,000,000 Lloyds TSB Group, Plc. 07/03/03 1.200 69,995,334
100,000,000 Merrill Lynch & Co., Inc. 07/01/03 1.300 100,000,000
75,000,000 Morgan Stanley Dean Witter Discover 07/01/03 1.040 75,000,000
37,500,000 Morgan Stanley Dean Witter Discover 07/18/03 1.300 37,481,583
70,000,000 Rabobank Nederland NV 07/08/03 1.163 69,984,007
40,000,000 Royal Bank of Scotland 07/07/03 1.180 39,992,133
25,000,000 Schering Corp. 12/17/03 1.040 24,877,945
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
1
<Page>
<Table>
<Caption>
ANNUALIZED
YIELD ON
PRINCIPAL MATURITY DATE OF
AMOUNT DATE PURCHASE VALUE
- ------------- -------- --------- ---------------
COMMERCIAL PAPER (CONTINUED)
$ 50,000,000 Societe Generale 07/01/03 1.200% $ 50,000,000
130,000,000 UBS Finance, Ltd. (Delaware) 07/01/03 1.310 130,000,000
50,000,000 Verizon Network Funding 08/27/03 1.190 49,905,792
50,000,000 Volkswagen of America, Inc. 07/07/03 1.070 49,991,083
---------------
TOTAL COMMERCIAL PAPER 1,144,965,920
---------------
CORPORATE BONDS (3.4%)
50,000,000 American Express Credit Corp.* 07/14/03 1.220 50,001,622
1,700,000 Associates Corp. of North America 08/26/03 1.810 1,711,575
19,650,000 CitiFinancial 09/01/03 1.694 19,785,949
44,935,000 Citigroup Global Market Holdings, Inc. 02/01/04 0.991 46,545,313
---------------
TOTAL CORPORATE BONDS 118,044,459
---------------
U.S. GOVERNMENT AGENCY OBLIGATIONS (26.5%)
45,000,000 Federal Farm Credit Bank* 07/01/03 0.960 45,000,000
90,000,000 Federal Farm Credit Bank* 07/01/03 0.935 89,991,884
37,250,000 Federal Farm Credit Bank 10/01/03 1.453 37,402,435
50,000,000 Federal Home Loan Bank* 07/27/03 0.885 49,979,508
45,000,000 Federal Home Loan Bank 08/22/03 1.093 44,928,500
14,000,000 Federal Home Loan Bank 11/07/03 1.139 13,942,559
86,175,000 Federal Home Loan Mortgage Corp. 08/27/03 1.093 86,024,912
9,000,000 Federal Home Loan Mortgage Corp. 09/15/03 1.680 9,032,600
58,000,000 Federal Home Loan Mortgage Corp. 11/06/03 1.023 57,787,591
39,000,000 Federal Home Loan Mortgage Corp. 11/14/03 1.189 38,823,936
67,100,000 Federal Home Loan Mortgage Corp. 11/15/03 1.868 68,193,465
30,000,000 Federal National Mortgage Assoc. 08/15/03 1.766 30,081,668
32,500,000 Federal National Mortgage Assoc. 08/22/03 1.765 32,416,909
40,000,000 Federal National Mortgage Assoc. 11/05/03 1.145 39,838,428
10,000,000 Federal National Mortgage Assoc. 11/14/03 1.951 10,100,647
43,875,000 Federal National Mortgage Assoc. 11/14/03 1.184 43,677,757
35,000,000 Federal National Mortgage Assoc. 02/06/04 1.276 34,726,222
100,000,000 Student Loan Marketing Assoc.* 07/01/03 1.074 100,037,404
75,000,000 Student Loan Marketing Assoc.* 07/09/03 1.074 75,021,263
---------------
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS 907,007,688
---------------
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
2
<Page>
<Table>
<Caption>
ANNUALIZED
YIELD ON
PRINCIPAL MATURITY DATE OF
AMOUNT DATE PURCHASE VALUE
- ------------- -------- ---------- ---------------
TIME DEPOSITS (20.3%)
$ 150,000,000 Banc One Corp. 07/01/03 1.250% $ 150,000,000
150,000,000 Canadian Imperial Bank of Commerce 07/01/03 1.125 150,000,000
150,000,000 Dresdner Bank 07/01/03 1.250 150,000,000
150,000,000 Royal Bank of Canada 07/01/03 1.250 150,000,000
93,400,000 Societe Generale 07/01/03 1.344 93,400,000
---------------
TOTAL TIME DEPOSITS 693,400,000
---------------
REPURCHASE AGREEMENTS (0.0%)
1,000,000 J.P. Morgan Chase & Co. (Agreement
dated 06/30/03 collateralized by
U.S. Treasury Note 6.750%, due 05/15/05;
$1,000,028 to be received upon maturity) 07/01/03 1.000 1,000,000
300,000 Bear Stearns & Co., Inc. (Agreement dated
06/30/03 collateralized by
U.S. Treasury Note 1.625%, due 04/30/05;
$300,007 to be received upon maturity) 07/01/03 0.850 300,000
---------------
TOTAL REPURCHASE AGREEMENTS 1,300,000
---------------
TOTAL INVESTMENTS, AT AMORTIZED COST 99.8% $ 3,415,402,763
OTHER ASSETS IN EXCESS OF LIABILITIES 0.2 6,262,232
----- ----------------
NET ASSETS 100.0% $ 3,421,664,995
===== ===============
</Table>
* Variable rate Instrument. Interest rates change on specific dates (such as a
coupon or interest payment date). The yield shown represents the June 30,
2003 coupon rate.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
3
<Page>
BBH U.S. MONEY MARKET PORTFOLIO
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2003 (expressed in U.S. dollars)
<Table>
ASSETS:
Investments, at amortized cost $ 3,415,402,763
Interest receivable 6,661,468
Prepaid expenses 100,632
----------------
TOTAL ASSETS 3,422,164,863
----------------
LIABILITIES:
Due to bank 1,750
Payables for:
Investment advisory fees 275,990
Administrative fees 96,596
Custody fees 81,921
Professional fees 36,702
Board of Trustees' fees 4,053
Accrued expenses and other liabilities 2,856
----------------
TOTAL LIABILITIES 499,868
----------------
NET ASSETS $ 3,421,664,995
================
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
4
<Page>
BBH U.S. MONEY MARKET PORTFOLIO
STATEMENT OF OPERATIONS
For the year ended June 30, 2003 (expressed in U.S. dollars)
<Table>
NET INVESTMENT INCOME:
INCOME:
Interest $ 52,175,968
----------------
EXPENSES:
Investment advisory fees 3,351,976
Administrative fees 1,173,192
Custody fees 459,999
Board of Trustees' fees 58,735
Professional fees 34,133
Miscellaneous expenses 116,338
----------------
TOTAL EXPENSES 5,194,373
Fees paid indirectly (3,753)
----------------
NET EXPENSES 5,190,620
----------------
NET INVESTMENT INCOME $ 46,985,348
================
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
5
<Page>
BBH U.S. MONEY MARKET PORTFOLIO
STATEMENT OF CHANGE IN NET ASSETS (expressed in U.S. dollars)
<Table>
<Caption>
FOR THE FOR THE
YEAR ENDED YEAR ENDED
JUNE 30, 2003 JUNE 30, 2002
------------------ ------------------
INCREASE IN NET ASSETS:
From Operations:
Net investment income $ 46,985,348 $ 82,910,432
------------------ ------------------
Capital Transactions:
Proceeds from contributions 11,833,968,310 13,386,287,999
Value of withdrawals (11,332,869,201) (12,953,627,641)
------------------ ------------------
Net increase in net assets resulting from
capital transactions 501,099,109 432,660,358
------------------ ------------------
Total increase in net assets 548,084,457 515,570,790
NET ASSETS:
Beginning of year 2,873,580,538 2,358,009,748
------------------ ------------------
END OF YEAR $ 3,421,664,995 $ 2,873,580,538
================== ==================
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
6
<Page>
BBH U.S. MONEY MARKET PORTFOLIO
FINANCIAL HIGHLIGHTS (expressed in U.S. dollars)
<Table>
<Caption>
FOR THE YEARS ENDED JUNE 30,
------------------------------------------------------------------------------
2003 2002 2001 2000 1999
------------- ----------- ------------ ------------- -------------
Total return 1.44% 2.47% 5.95% 5.70% 5.11%
Ratios/Supplemental Data:
Net assets, end of year
(000's omitted) $ 3,421,665 $ 2,873,581 $ 2,358,010 $ 1,602,484 $ 1,075,162
Expenses as a percentage of
average net assets:
Net expenses paid by Portfolio 0.15% 0.16% 0.15% 0.21% 0.21%
Expense offset arrangement 0.00%(1) 0.00%(1) 0.01% - -
------------- ----------- ------------ ------------- -------------
Total expenses 0.15% 0.16% 0.16% 0.21% 0.21%
Ratio of net investment income to
average net assets 1.40% 2.39% 5.64% 5.60% 4.98%
</Table>
- ----------
(1) Amount is less than 0.01%.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
7
<Page>
BBH U.S. MONEY MARKET PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
June 30, 2003 (expressed in U.S. dollares)
1. ORGANIZATION AND ACCOUNTING POLICIES. BBH U.S. Money Market Portfolio (the
"Portfolio") is registered under the Investment Company Act of 1940, as
amended, as a no load, diversified, open-end management investment company
which was organized as a trust under the laws of the State of New York on
June 15, 1993. The Fund commenced operations on October 31, 1994. The
Declaration of Trust permits the Trustees to create an unlimited number of
beneficial interests in the Portfolio.
The Portfolio's financial statements are prepared in accordance with
accounting principles generally accepted in the United States of America,
which require management to make certain estimates and assumptions at the
date of the financial statements and are based, in part, on the following
accounting policies. Actual results could differ from those estimates.
A. VALUATION OF INVESTMENTS. The Portfolio values its investments at
amortized cost, which approximates market value. The amortized cost method
values a security at its cost at the time of purchase and thereafter
assumes a constant amortization to maturity of any discount or premium.
The Portfolio's use of amortized cost is in compliance with Rule 2a-7 of
the Investment Company Act of 1940.
B. INTEREST INCOME. Interest income consists of interest accrued and discount
earned (including both original issue and market discount) and premium
amortization on the investments of the Portfolio, accrued ratably to date
of maturity.
C. FEDERAL INCOME TAXES. The Portfolio is treated as a partnership for
federal income tax purposes and its operations are conducted in such a way
that is it not to be considered engaged in a U.S. trade or business for
U.S. tax purposes. Accordingly, no provision for federal income taxes is
necessary. It is intended that the Portfolio's assets will be managed in
such way that an investor in the Portfolio will be able to comply with the
provisions of the Internal Revenue Code applicable to regulated investment
companies. At June 30, 2003, the cost of investments for federal income
tax purposes was equal to the amortized cost of the investments for
financial statement purposes.
D. OTHER. Investment transactions are accounted for on a trade date basis.
Realized gain and loss, if any, from investment transactions are
determined on the basis of identified cost.
2. TRANSACTIONS WITH AFFILIATES.
INVESTMENT ADVISORY FEES. The Portfolio has an investment advisory agreement
with Brown Brothers Harriman ("BBH") for it pays BBH a fee from the Fund
calculated daily and paid monthly at an annual rate equivalent to 0.10% of
the Portfolio's average daily net assets. BBH has established a separately
identifiable department (SID) to provide investment advice to mutual funds.
The SID is registered with the Securities and Exchange Commission under the
Investment Advisors Act of 1940. For the year ended June 30, 2003, the
Portfolio incurred $3,351,976 for advisory services.
8
<Page>
ADMINISTRATIVE FEES. The Portfolio has an administrative agreement with Brown
Brothers Harriman Trust Company, LLC ("BBHTC") for which it pays BBHTC a fee
calculated daily and paid monthly at an annual rate equivalent to 0.035% of
the Portfolio's average daily net assets. BBHTC has a subadministration
services agreement with Federated Services Company ("FSC") for which FSC
receives compensation paid by BBHTC. For the year ended June 30, 2003, the
Portfolio incurred $1,173,192 for administrative services.
BOARD OF TRUSTEES' FEES. Each Trustee receives an annual fee as well as
reimbursement for reasonable out-of-pocket expenses from the Portfolio. For
the year ended June 30, 2003, the Portfolio incurred $58,735 for the
Trustees' fees.
CUSTODY FEES. The Portfolio has a custody agreement with BBH for which BBH
receives a fee calculated and paid monthly. For the year ended June 30, 2003,
the Portfolio incurred $459,999 for custody services. These fees were reduced
by $3,753 as a result of an expense offset arrangement with the Portfolio's
custodian.
9
<Page>
BBH U.S. MONEY MARKET PORTFOLIO
INDEPENDENT AUDITORS' REPORT
Trustees and Shareholders
BBH Money Market Portfolio:
We have audited the accompanying statement of assets and liabilities of BBH U.S.
Money Market Portfolio (the "Portfolio"), including the portfolio of
investments, as of June 30, 2003, and the related statement of operations for
the year then ended, the statement of changes in net assets for each of the two
years in the period then ended, and the financial highlights for each of the
five years in the period then ended. These financial statements and financial
highlights are the responsibility of the Portfolio's management. Our
responsibility is to express an opinion on these financial statements and
financial highlights based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned at June 30,
2003, by correspondence with the custodian. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of BBH
Money Market Portfolio as of June 30, 2003, the results of its operations for
the year then ended, the changes in its net assets for each of the two years in
the period then ended, and the financial highlights for each of the five years
in the period then ended, in conformity with accounting principles generally
accepted in the United States of America.
Deloitte & Touche LLP
Boston, Massachusetts
August 15, 2003
10
<Page>
BBH U.S. MONEY MARKET PORTFOLIO
SUPPLEMENTAL PROXY INFORMATION
June 30, 2003 (unaudited)
On August 9, 2002 and through a written consent, the undersigned holder of
record of interests in the BBH U.S. Money Market Portfolio (the "Portfolio"),
acting pursuant to Section 9.8 of the Declaration of Trust of the Portfolio
dated as of June 15, 1993, and, if applicable, the authority of its investors,
does hereby approve and consent to the following actions, which approval and
consent shall for all purposes be treated as a vote taken at a meeting of
holders duly called for such purpose:
PROPOSAL 1:
Resolved: That the Portfolio's fundamental policy regarding borrowing is
hereby modified in its entirety as follows:
The Portfolio may not borrow money, except as permitted by the Investment
Company Act of 1940, as amended, and rules thereunder.
Percentage of interest constituting approval, if less than 100%: 96%
PROPOSAL 2:
Resolved: That the Portfolio's fundamental policy regarding investments in
restricted securities is hereby replaced in its entirety with the following
non-fundamental policy, which may be changed by the Trustees of the Portfolio
without Holder approval:
The Portfolio may not invest more than 10% of its net assets (taken at the
greater of cost or market value) in illiquid securities.
Percentage of interest constituting approval, if less than 100%: 96%
PROPOSAL 3:
Resolved: That the Portfolio's fundamental policy regarding investments in
other investment companies is hereby replaced in its entirety with the
following non-fundamental policy, which may be changed by the Trustees of the
Portfolio without Holder approval:
The Portfolio may not purchase securities of other investment companies,
except in connection with a merger, consolidation, reorganization or
acquisition of assets, and except that it may invest in securities of other
investment companies subject to the restrictions set forth in Section
12(d)(1) of the Investment Company Act of 1940, as amended.
Percentage of interest constituting approval, if less than 100%: 96%
11
<Page>
TRUSTEES AND OFFICERS OF BBH U.S. MONEY MARKET PORTFOLIO
(unaudited)
Information pertaining to Trustees of the Portfolio and executive officers of
the Portfolio is set forth below. Part B to the Registration Statement of U.S.
BBH Money Market Portfolio includes additional information about the Portfolio's
Trustees and is available upon request without charge through your financial
advisor.
<Table>
<Caption>
NUMBER OF
TERM OF FUNDS/
OFFICE# PORTFOLIO IN OTHER
POSITION(S) AND FUND TRUSTEE/
NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS
ADDRESS, FUND/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY
AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE
- ----------------------------------------------------------------------------------------------------------------------------
Trustees
Joseph V. Shields Jr. Chairman of Since Managing Director, Chairman 13 None
(aged 65) the Board 1990 and Chief Executive Officer of
Shields & Company and Trustee Shields & Company (registered
140 Broadway broker-dealer and member of
New York, NY 10005 New York Stock Exchange);
Chairman of Capital Management
Associates, Inc. (registered
investment adviser); Vice
Chairman and Trustee of New
York Racing Association;
Director of Flowers
Industries, Inc. (diversified
food company).
Eugene P. Beard Trustee Since Retired; Vice Chairman-Finance/ 13 Director of Old
(aged 68) 1993 Operations and CFO (until Westbury Funds (5);
The Interpublic Group February 2002); Special Advisor Trustee of Sandhill
of Companies, Inc., (February 2002 to present), The Investment Fund II.
372 Danbury Road Interpublic Group of
2nd Floor Companies, Inc.
Wilton, CT 06897
Richard Carpenter Trustee Since Retired; Director of 13 None
(aged 70) 1999 Investments, Pennsylvania
10820 North Public School Employees'
La Quinta Drive Retirement System (until
Tucson, AZ 85737 December 1997).
</Table>
20
<Page>
<Table>
<Caption>
NUMBER OF
TERM OF FUNDS/
OFFICE# PORTFOLIO IN OTHER
POSITION(S) AND FUND TRUSTEE/
NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS
ADDRESS, FUND/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY
AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE
- ----------------------------------------------------------------------------------------------------------------------------
David P. Feldman Trustee Since Retired; Chairman and CEO of 13 Director of
(aged 63) 1999 AT&T Investment Management Dreyfus Mutual
3 Tall Oaks Drive Corporation (until May 1997); Funds (59 Funds)
Warren, NJ 07059 Director of Jeffrey Co. (1992
to present); Director of QMED
(1999 to present).
J. Angus Ivory Trustee Since Retired; Director of Brown 13 None
(aged 71) 1990 Brothers Harriman Ltd.
Greenway Farm, (subsidiary of Brown Brothers
Tockenham, Swindon, Harriman & Co.) (until
Wiltshire, SN4 7PP December 2001); Advisor, RAF
England Central Fund (1992-June 2003).
Alan G. Lowy Trustee Since Private Investor. 13 None
(aged 64) 1993
4111 Clear Valley Drive
Encino, CA 91436
Arthur D. Miltenberger Trustee Since Retired; Executive Vice 13 None
(aged 64) 1992 President and Chief Financial
503 Darlington Road Officer of Richard K. Mellon
Ligonier, PA 15658 and Sons (until June 1998);
Vice President and Treasurer
of Richard King Mellon
Foundation (until June 1998);
Trustee, R.K. Mellon Family
Trusts (1981-June 2003);
General Partner, Mellon Family
Investment Company IV, V and
VI (1983-2002); Director of
Aerostructures Corporation
(aircraft manufacturer)
(1996-July 2003).
</Table>
12
<Page>
<Table>
<Caption>
NUMBER OF
TERM OF FUNDS/
OFFICE# PORTFOLIO IN OTHER
POSITION(S) AND FUND TRUSTEE/
NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS
ADDRESS, FUND/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY
AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE
- ----------------------------------------------------------------------------------------------------------------------------
Officers
Charles Izard President Since President of the Trust, BBH N/A N/A
(aged 44) 2003 Common Settlement Fund, Inc.,
140 Broadway BBH Common Settlement Fund II,
New York, NY 10005 Inc., BBH Fund, Inc. and the
BBH U.S. Money Market Portfolio
(since November 2002);
Managing Director
(since January 2001), Senior
Vice President (1995-December
2000) of Brown Brothers
Harriman & Co. ("BBH & Co.")
Michael D. Martins Vice President, Since Vice President, Treasurer, N/A N/A
(aged 37) Treasurer, 2002 Principal Accounting
140 Broadway Principal Officer and Principal Financial
New York, NY 10005 Accounting Officer of the Trust, BBH
Officer and Common Settlement Fund, Inc.,
Principal BBH Common Settlement Fund II,
Financial Inc., BBH Fund, Inc. and the
Officer BBH U.S. Money Market
Portfolio; Vice President
(since April 2002) and
Assistant Vice President
(December 1996-March 2002) of
BBH & Co.
Gail C. Jones Secretary Since Secretary of the Trust, BBH N/A N/A
(aged 49) 2002 Common Settlement Fund, Inc.,
1001 Liberty Avenue BBH Common Settlement Fund II,
Pittsburgh, PA Inc., BBH Fund, Inc. and the
15222-3779 BBH U.S. Money Market Portfolio
(since August 2002); Counsel,
ReedSmith, LLP (since October
2002); Corporate Counsel
January 1997 to September 2002
and Vice President January
1999 to September 2002 of
Federated Services Company.
</Table>
13
<Page>
<Table>
<Caption>
NUMBER OF
TERM OF FUNDS/
OFFICE# PORTFOLIO IN OTHER
POSITION(S) AND FUND TRUSTEE/
NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS
ADDRESS, FUND/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY
AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE
- ----------------------------------------------------------------------------------------------------------------------------
Peter J. Germain Vice President Since Vice President of the Trust, N/A N/A
(aged 43) 2002 BBH Common Settlement Fund,
1001 Liberty Avenue Inc., BBH Common Settlement
Pittsburgh, PA Fund II, Inc., BBH Fund, Inc.
15222-3779 and the BBH U.S. Money Market
Portfolio (since August 2002);
Senior Vice President,
Federated Services Company
(since November 1997).
Judith J. Mackin Vice President Since Vice President of the Trust, N/A N/A
(aged 43) 2002 BBH Common Settlement Fund,
1001 Liberty Avenue Inc., BBH Common Settlement
Pittsburgh, PA Fund II, Inc., BBH Fund, Inc.
15222-3779 and the BBH U.S. Money Market
Portfolio (since August 2002);
Vice President of Federated
Services Company (since
November 1997)
Victor Siclari Assistant Since Assistant Secretary of the N/A N/A
(aged 41) Secretary 2002 Trust, BBH Common Settlement
1001 Liberty Avenue Fund, Inc., BBH Common
Pittsburgh, PA Settlement Fund II, Inc., BBH
15222-3779 Fund, Inc. and the BBH U.S.
Money Market Portfolio (since
August 2002); Partner,
ReedSmith, LLP (since October
2002); Vice President (March
1996 to September 2002) and
Senior Corporate Counsel (July
1998 to September 2002) of
Federated Investors, Inc.
Nancy D. Osborn Assistant Since Assistant Secretary of the N/A N/A
(aged 37) Secretary 2002 Trust, BBH Common Settlement
140 Broadway Fund, Inc., BBH Common
New York, NY 10005 Settlement Fund II, Inc., BBH
Fund, Inc. and the BBH U.S.
Money Market Portfolio (since
August 2002); Assistant Vice
President (since April 2003)
and Associate of BBH & Co
(April 1996-March 2003).
</Table>
14
<Page>
<Table>
<Caption>
NUMBER OF
TERM OF FUNDS/
OFFICE# PORTFOLIO IN OTHER
POSITION(S) AND FUND TRUSTEE/
NAME, HELD WITH LENGTH COMPLEX DIRECTORSHIPS
ADDRESS, FUND/ OF TIME PRINCIPAL OCCUPATION(S) OVERSEEN HELD BY
AND AGE PORTFOLIO SERVED DURING PAST 5 YEARS BY TRUSTEE^ TRUSTEE
- ----------------------------------------------------------------------------------------------------------------------------
John C. Smith Assistant Since 2002 Assistant Treasurer of N/A N/A
(age 37) Treasurer the Trust, BBH Common
50 Milk Street Settlement Fund, Inc., BBH
Boston, MA 02109 Common Settlement Fund II,
Inc., BBH Fund, Inc. and the
BBH U.S. Money Market
Portfolio (since August 2002);
Assistant Vice President
(since September 2001),
Associate (September
2000-August 2001) and Senior
Analyst (June 1999 - August
2000) of BBH & Co.; Manager,
Fund Administration, State
Street Bank and Trust Company
(June 1997 - May 1999).
Gregory Lomakin Assistant Since 2002 Assistant Treasurer of the N/A N/A
(aged 38) Treasurer Trust, BBH Common Settlement
50 Milk Street Fund, Inc., BBH Common
Boston, MA 02109 Settlement Fund II, Inc., BBH
Fund, Inc. and the BBH U.S.
Money Market Portfolio (since
August 2002); Vice President
(since April 2003), Assistant
Vice President (April 2001-
March 2003), and Associate (May
1992-March 2001) of BBH & Co.
</Table>
# Each Trustee holds office until he or she attains the age of 70 (72, in the
case of Trustees who were elected as such before January 1, 2000), or until
he or she sooner dies, resigns or is removed from office in accordance with
the provisions of the Trust's Declaration of Trust. All Officers of the
Trust hold office for one year and until their respective successors are
chosen and qualified (subject to the ability of the Trustees to remove any
officer in accordance with the Trust's By-laws).
^ The Fund Complex consists of the Trust, BBH Fund, Inc., BBH Common
Settlement Fund, Inc., BBH Common Settlement Fund II, Inc. and BBH U.S.
Money Market Portfolio. The Trust, which has four series, and BBH Fund,
Inc., which has six series, are each counted as one "fund" for purposes of
this table.
15
<Page>
ITEM 2. CODE OF ETHICS.
(a) As of June 30, 2003 the registrant has adopted a code of ethics that
applies to the principle executive officer, principle financial officer,
and principle accounting officer.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
a) The Fund's board has designated two members of the
audit committee as financial experts.
b) The independent audit committee members
Arthur Miltenberger and David Feldman are the
designated audit committee financial experts.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable at this time. Applicable for annual reports filed for the first
fiscal year ending after December 15, 2003.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
(a) The Fund has a separately designated audit committee.
The members of the audit committee are:
Eugene P. Beard ,Richard Carpenter, David P. Feldman,
J. Angus Ivory, Alan G. Lowy and Arthur D. Miltenberger,
ITEM 6. [RESERVED]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES
AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable at this time.
ITEM 8. [RESERVED]
ITEM 9. CONTROLS AND PROCEDURES.
(a) Based upon their evaluation of the registrant's
disclosure controls and
procedures as conducted within 90 days of the
filing date of this Form
N-CSR, the registrant's principal financial officer
and principal executive
officer have concluded that those disclosure
controls and procedures
provide reasonable assurance that the materia
l information required to be
disclosed by the registrant on this report is recorded
, processed,
summarized and reported within the time periods
specified in the Securities
and Exchange Commission's rules and forms.
(b) There were no significant changes in the
registrant's internal controls or
in other factors that could significantly affect
these controls subsequent
to the date of their evaluation.
ITEM 10. EXHIBITS.
File the exhibits listed below as part of this Form.
Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit: A copy of
the code of ethics is available and can be mailed, free of charge, to
anyone by calling (800) 575-1265.
(b) A separate certification for each principal executive officer and
principal financial officer of the registrant as required by Rule 30a-2(a)
under the Act (17 CFR 270.30a-2): Attached hereto.
[If the report is filed under Section 13(a) or 15(d) of the Exchange Act,
provide the certifications required by Rule 30a-2(b) under the Act (17 CFR
270.30a-2(b)) and Section 1350 of Chapter 63 of Title 18 of the United
States Code (18 U.S.C. 1350) as an exhibit. A certification furnished
pursuant to this paragraph will not be deemed "filed" for the purposes of
Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the
liability of that section. Such certification will not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933
or the Exchange Act, except to the extent that the registrant specifically
incorporates it by reference: Attached hereto.][The submission of Section
906 certifications has been proposed by the SEC, but has not yet been
finalized. The SEC has encouraged issuers to submit Section 906
certifications as an exhibit to Form N-CSR until the final rule has been
adopted. Please see Proposed Rule: Certification of Disclosure in Certain
Exchange Act Reports, Release No. 33-8212 (March 21, 2003)].
I, Charles O. Izard, certify that:
1. I have reviewed this report on Form N-CSR
of BBH Common Settlement II Fund, Inc. ("registrant");
2. Based on my knowledge, this report does
not contain any untrue
statement of a material fact or omit to state
a material fact
necessary to make the statements made, in
light of the circumstances
under which such statements were made,
not misleading with respect to
the period covered by this report;
3. Based on my knowledge, the financial
statements and other financial
information included in this report,
fairly present in all material
respects the financial condition, results
of operations, changes in net
assets, and cash flows (if the financial
statements are required to
include a statement of cash flows) of
the registrant as of, and for,
the periods presented in this report;
4. The registrant's other certifying officer
and I are responsible for
establishing and maintaining disclosure
controls and procedures (as
defined in rule 30a-2(c) under the
Investment Company Act of 1940) for
the registrant and have:
a. designed such disclosure
controls and procedures to ensure that
material information relating to the
registrant, including its
consolidated subsidiaries, is made
known to us by others within
those entities, particularly during
the period in which this
report is being prepared;
b. evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c. presented in this report our conclusions
about the effectiveness of the disclosure
controls and procedures based on our evaluation
as of the Evaluation Date;
5. The registrant's other certifying
officer and I have disclosed, based
on our most recent evaluation,
to the registrant's auditors and the
audit committee of the registrant's
board of directors (or persons
performing the equivalent functions):
a. all significant deficiencies in the design or
operation of internal controls which could
adversely affect the registrant's ability to record,
process, summarize, and report financial data
and have identified for the registrant's auditors
any material weaknesses in internal controls;
and
b. any fraud, whether or not material, that
involves management or other employees
who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer
and I have indicated in this
report whether or not there were
significant changes in internal
controls or in other factors that
could significantly affect internal
controls subsequent to the date
of our most recent evaluation,
including any corrective actions
with regard to significant
deficiencies and material
weaknesses.
Date: August 29, 2003
Charles O. Izard
===============================
Charles O. Izard
President - Principal Executive Officer
I, Michael D. Martins, certify that:
1. I have reviewed this report on Form N-CSR
of BBH Common Settlement II Fund, Inc. ("registrant");
2. Based on my knowledge, this report does
not contain any untrue
statement of a material fact or omit to state
a material fact
necessary to make the statements made, in
light of the circumstances under which such
statements were made, not misleading with
respect to the period covered by this report;
3. Based on my knowledge, the financial
statements and other financial information
included in this report, fairly present in all
material respects the financial condition,
results of operations, changes in net assets,
and cash flows (if the financial statements
are required to include a statement of cash flows)
of the registrant as of, and for, the periods
presented in this report;
4. The registrant's other certifying officer
and I are responsible for establishing and
maintaining disclosure controls and procedures
(as defined in rule 30a-2(c) under the Investment
Company Act of 1940) for the registrant and have:
a. designed such disclosure controls and procedures
to ensure that material information relating to the
registrant, including its consolidated subsidiaries,
is made known to us by others within those entities,
particularly during the period in which this report is
being prepared;
b. evaluated the effectiveness of the registrant's
disclosure controls and procedures as of a date
within 90 days prior to the filing date of this
report (the "Evaluation Date"); and
c. presented in this report our conclusions
about the effectiveness of the disclosure
controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer
and I have disclosed, based on our most
recent evaluation, to the registrant's auditors
and the audit committee of the registrant's
board of directors (or persons performing
the equivalent functions):
a. all significant deficiencies in the design
or operation of internal controls which could
adversely affect the registrant's ability to
record, process, summarize, and report financia
l data and have identified for the registrant's
auditors any material weaknesses in interna
l controls; and
b. any fraud, whether or not material, that
involves management or other employees
who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officer
and I have indicated in this report whether
or not there were significant changes in internal
controls or in other factors that could significantly
affect internal controls subsequent to the date of
our most recent evaluation, including any
corrective actions with regard to significant
deficiencies and material weaknesses.
Date: August 29, 2003
Michael D. Martins
===========================
Michael D. Martins
Treasurer - Principal Financial Officer
SECTION 906 CERTIFICATION
Pursuant to 18 U.S.C.ss. 1350, the undersigned officers
of BBH Common Settlement II Fund, Inc. ("registrant"),
hereby certify, to the best of our knowledge, that the
Registrant's Report on Form N-CSR for the period
ended 6/30/03 (the "Report") fully complies with the
requirements of Section 13(a) or 15(d), as
applicable, of the Securities and Exchange
Act of 1934 and that the information contained
in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Registrant.
Dated: August 29, 2003
/s/ Charles O. Izard
================================
Charles O. Izard
Title: President, Principal Executive Officer
Dated: August 29, 2003
/s/ Michael D. Martins
===================================
Michael D. Martins
Title: Treasurer, Principal Financial Officer
This certification is being furnished solely pursuant to
18 U.S.C.ss. 1350 and is not being filed as part
of the Report or as a separate disclosure document.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) BBH COMMON SETTLEMENT FUND II, INC.
-------------------------------------
By (Signature and Title)* /s/ Charles O. Izard
-----------------------------------------------------
Charles Izard, President
(Principle Executive Officer)
Date: 8/29/03
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By (Signature and Title)* /s/ Michael D. Martins
------------------------------------------------------
Michael D. Martins, Treasurer
(Principal Financial Officer)
Date: 8/29/03
* Print name and title of each signing officer under his or her signature.