DOCUMENT>
N-CSR
<SEQUENCE>1
<FILENAME>BBHTRUSTNCSR.txt
BBH TRUST 12-31-03 NCSR
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT
COMPANIES
Investment Company Act file number 811-03779
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:
Michael D. Martins, Principal Financial Officer,
BBH Fund, Inc., 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: 06/30/04
Date of reporting period: 07/01/03 - 12/31/03
Item 1 - Attach shareholder report
<Page>
[BROWN BROTHERS HARRIMAN LOGO]
SEMI-ANNUAL REPORT
DECEMBER 31, 2003
BBH MONEY MARKET FUND
<Page>
BBH MONEY MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2003 (UNAUDITED)
<Table>
ASSETS:
Investment in BBH U.S. Money Market Portfolio (the
"Portfolio"), at value $ 1,366,874,183
---------------
TOTAL ASSETS 1,366,874,183
---------------
LIABILITIES:
Payables for:
Shareholder services/eligible institution fees 305,073
Administrative fees 115,928
Dividends declared 55,644
Professional fees 32,023
Board of Trustees' fees 8,228
Accounting fees 1,333
Accrued expenses and other liabilities 46,509
---------------
TOTAL LIABILITIES 564,738
---------------
NET ASSETS, for 1,366,309,445 fund shares outstanding $ 1,366,309,445
===============
Net Assets Consist of:
Paid-in capital $ 1,366,309,445
===============
NET ASSET VALUE AND OFFERING PRICE PER SHARE $ 1.00
===============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
2
<Page>
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2003 (UNAUDITED)
<Table>
INVESTMENT INCOME:
Interest income allocated from Portfolio $ 8,343,457
Expenses allocated from Portfolio (1,181,518)
---------------
NET INVESTMENT INCOME ALLOCATED FROM PORTFOLIO 7,161,939
---------------
EXPENSES:
Shareholder services/eligible institution fees 1,863,286
Administrative fees 708,048
Professional fees 36,854
Board of Trustees' fees 18,442
Accounting fees 4,000
Miscellaneous expenses 57,337
---------------
TOTAL EXPENSES 2,687,967
---------------
NET INVESTMENT INCOME $ 4,473,972
===============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
3
<Page>
STATEMENT OF CHANGES IN NET ASSETS
<Table>
<Caption>
FOR THE SIX
MONTHS ENDED FOR THE
DECEMBER 31, 2003 YEAR ENDED
(UNAUDITED) JUNE 30, 2003
----------------- ---------------
INCREASE (DECREASE) IN NET ASSETS:
From Operations:
Net investment income $ 4,473,972 $ 15,169,821
Dividends declared from net investment income (4,473,972) (15,169,821)
--------------- ---------------
From Fund Share (Principal) Transactions at Net Asset Value
of $1.00 per share:
Fund shares sold 2,677,308,864 4,457,583,656
Fund shares issued in reinvestment of dividends 2,132,189 7,624,344
Fund shares repurchased (2,771,718,429) (4,388,558,011)
--------------- ---------------
Net increase (decrease) in net assets resulting from fund
share transactions (92,277,376) 76,649,989
NET ASSETS:
Beginning of year 1,458,586,821 1,381,936,832
--------------- ---------------
END OF PERIOD $ 1,366,309,445 $ 1,458,586,821
=============== ===============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
4
<Page>
BBH MONEY MARKET FUND
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH
PERIOD
<Table>
<Caption>
FOR THE SIX
MONTHS ENDED FOR THE YEARS ENDED JUNE 30,
DECEMBER 31, 2003 -------------------------------------------------------------------
(UNAUDITED) 2003 2002 2001 2000 1999
----------------- ----------- ----------- ----------- ----------- -----------
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) 0.01 0.02 0.05 0.05 0.05
Dividends to shareholders from
net investment income 0.00(1) (0.01) (0.02) (0.05) (0.05) (0.05)
----------- ----------- ----------- ----------- ----------- -----------
Net asset value,
end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
=========== =========== =========== =========== =========== ===========
Total return 0.30% 1.06% 2.10% 5.57% 5.36% 4.77%
Ratios/ Supplemental
data(2):
Net assets, end of period
(000's omitted) $ 1,366,309 $ 1,458,587 $ 1,381,937 $ 1,449,742 $ 1,421,982 $ 1,074,741
Ratio of expenses to average
net assets 0.52%(3) 0.52% 0.51% 0.52% 0.53% 0.53%
Ratio of net investment income
to average net assets 0.60%(3) 1.05% 2.08% 5.43% 5.29% 4.66%
</Table>
- ----------
(1) LESS THAN $0.01 PER SHARE.
(2) RATIOS INCLUDE THE FUND'S SHARE OF PORTFOLIO INCOME, EXPENSES PAID BY THE
PORTFOLIO AND THE EXPENSE OFFSET ARRANGEMENT, AS APPROPRIATE.
(3) ANNUALIZED.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
5
<Page>
BBH MONEY MARKET FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 (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. At December 31, 2003, there were four series of the Trust.
The Fund invests all of its investable assets in the BBH U.S. Money Market
Portfolio (the "Portfolio"), a diversified, open-end management investment
company having the same investment objectives as the Fund. The value of such
investment reflects the Fund's proportionate interest in the net assets of
the Portfolio (approximately 49% at December 31, 2003). The performance of
the Fund is directly affected by the performance of the Portfolio. The
financial statements of the Portfolio, including the portfolio of
investments, are included elsewhere in this report and should be read in
connection with the Fund's financial statements.
The Fund's financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America, which require
management to make certain estimates and assumptions at the date of the
financial statements and are based, in part, on the following accounting
policies. Actual results could differ from those estimates.
A. VALUATION OF INVESTMENTS. The Fund records its investments in the
Portfolio at fair value. Valuation of investments in the Portfolio is
discussed in Note 1 of the Portfolio's Notes to Financial Statements,
which are included elsewhere in this report.
B. INTEREST INCOME AND EXPENSES. The Fund records its share of the
Portfolio's income and expenses each day. In addition, the Fund accrues
its own expenses.
C. FEDERAL INCOME TAXES. Each series of the Trust is treated as a separate
entity for federal income tax purposes. It is the Fund's policy to comply
with the provisions of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its taxable income to its
shareholders. Accordingly, no federal income tax provision is required.
D. DIVIDENDS AND DISTRIBUTIONS. Dividends from net investment income are
declared daily and paid monthly to shareholders.
2. TRANSACTIONS WITH AFFILIATES.
ADMINISTRATIVE FEES. The Trust has an administration agreement with Brown
Brothers Harriman Trust Company, LLC ("BBHTC") for which BBHTC receives a fee
from the Fund calculated daily and paid monthly at an annual rate equivalent
to 0.095% of the Fund's average daily net assets. BBHTC has a
subadministration services agreement with Federated Services Company ("FSC")
for which FSC receives compensation paid by BBHTC. For the six months ended
December 31, 2003, the Fund incurred $708,048 for administrative services.
6
<Page>
SHAREHOLDER SERVICING/ELIGIBLE INSTITUTION AGREEMENT. The Trust has a
shareholder servicing agreement and an eligible institution agreement with
Brown Brothers Harriman ("BBH") for which BBH receives a fee from the Fund
calculated daily and paid monthly at an annual rate equivalent to 0.25% of
the Fund's average daily net assets. For the six months ended December 31,
2003, the Fund incurred $1,863,286 for shareholder servicing/eligible
institution services.
BOARD OF TRUSTEES' FEES. Each Trustee receives an annual fee as well as
reimbursement for reasonable out-of-pocket expenses from the Fund. For the
six months ended December 31, 2003, the Fund incurred $18,442 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, 2003, the Fund incurred $4,000 for accounting services.
7
<Page>
BBH U.S. MONEY MARKET PORTFOLIO
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 2003 (UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
<Table>
<Caption>
ANNUALIZED
YIELD ON
PRINCIPAL MATURITY DATE OF
AMOUNT DATE PURCHASE VALUE
------ ---- -------- -----
BANK NOTES (5.0%)
$ 45,000,000 Canadian Imperial Bank of Commerce* 01/08/04 1.136% $ 45,003,864
30,000,000 Royal Bank of Canada* 01/27/04 1.066 29,993,269
63,000,000 Wells Fargo Bank NA* 01/26/04 1.081 63,000,000
---------------
TOTAL BANK NOTES 137,997,133
---------------
CERTIFICATES OF DEPOSIT (12.4%)
30,000,000 ABN Amro Bank NV 08/27/04 1.380 30,035,066
25,000,000 ABN Amro Bank NV 10/29/04 1.370 24,997,928
50,000,000 Bank of Montreal 03/11/04 1.070 50,000,000
50,000,000 BNP Paribas 01/15/04 1.070 50,000,000
25,000,000 BNP Paribas 09/22/04 1.230 25,000,000
25,000,000 Deutsche Bank AG 12/03/04 1.510 25,000,000
50,000,000 HSBC Bank USA 01/09/04 1.400 50,000,000
25,000,000 Rabobank Nederland NV 10/29/04 1.360 25,000,000
40,000,000 Royal Bank of Scotland 01/08/04 1.080 40,000,033
25,000,000 Wells Fargo Bank NA 01/09/04 1.070 25,000,000
---------------
TOTAL CERTIFICATES OF DEPOSIT 345,033,027
---------------
COMMERCIAL PAPER (42.1%)
50,000,000 American Express Credit Corp. 01/15/04 1.060 49,980,861
25,000,000 Bear Stearns & Co., Inc. 02/17/04 1.070 24,965,820
15,000,000 Citigroup Global Market Holdings, Inc. 01/12/04 1.080 14,995,500
25,000,000 Citigroup Global Market Holdings, Inc. 03/15/04 1.070 24,945,757
25,120,000 City of Chicago, Illinois 01/15/04 1.170 25,109,387
43,550,000 Columbia University 02/02/04 1.070 43,509,874
50,000,000 Credit Suisse First Boston Corp. 01/22/04 1.075 49,970,139
25,000,000 Danske Corp. 02/10/04 1.070 24,971,021
49,500,000 Danske Corp. 07/12/04 1.220 49,177,920
50,000,000 European Investment Bank 02/05/04 1.060 49,949,944
50,000,000 General Electric Capital Corp. 02/17/04 1.130 49,927,805
25,000,000 General Electric Capital Corp. 02/27/04 1.100 24,957,222
25,000,000 ING Funding LLC 01/15/04 1.060 24,990,431
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
8
<Page>
<Table>
<Caption>
ANNUALIZED
YIELD ON
PRINCIPAL MATURITY DATE OF
AMOUNT DATE PURCHASE VALUE
------ ---- -------- -----
COMMERCIAL PAPER (CONTINUED)
$ 50,000,000 ING Funding LLC 07/15/04 1.230% $ 49,666,875
50,000,000 J.P. Morgan Chase & Co. 02/13/04 1.070 49,937,583
25,000,000 J.P. Morgan Chase & Co. 03/19/04 1.080 24,942,250
38,608,000 Kittyhawk Funding Corp. 01/14/04 1.070 38,594,230
75,000,000 Lehman Brothers, Inc. 01/02/04 0.950 74,998,021
50,000,000 Merrill Lynch & Co., Inc. 01/21/04 1.050 49,972,292
50,000,000 Morgan Stanley Dean Witter & Co. 01/12/04 1.080 49,985,000
25,250,000 Morgan Stanley Dean Witter & Co. 01/16/04 1.070 25,239,493
22,150,000 National Rural Utilities Cooperative
Finance Corp. 01/28/04 1.070 22,132,883
15,800,000 Royal Bank of Scotland 01/20/04 1.060 15,791,626
15,550,000 Royal Bank of Scotland 01/27/04 1.060 15,538,553
50,000,000 Societe Generale 02/02/04 1.065 49,954,146
25,000,000 Societe Generale 05/19/04 1.120 24,892,667
50,000,000 Steamboat Funding Corp. 01/12/04 1.110 49,984,583
47,000,000 Toyota Motor Credit Corp. 01/28/04 1.050 46,964,358
50,000,000 UBS Finance, Ltd. (Delaware) 02/17/04 1.055 49,932,597
22,700,000 Variable Funding Capital Corp. 01/09/04 1.080 22,695,233
50,000,000 Variable Funding Capital Corp. 01/26/04 1.090 49,963,667
---------------
TOTAL COMMERCIAL PAPER 1,168,637,738
---------------
CORPORATE BONDS (3.4%)
50,000,000 Abbey National Treasury Services, Plc.* 01/20/04 1.075 49,985,625
44,935,000 Citigroup Global Market Holdings, Inc. 02/01/04 1.005 45,159,695
---------------
TOTAL CORPORATE BONDS 95,145,320
---------------
U.S. GOVERNMENT AGENCY OBLIGATIONS (28.1%)
45,000,000 Federal Farm Credit Bank* 01/06/04 1.031 45,000,000
90,000,000 Federal Farm Credit Bank* 01/06/04 1.006 89,998,706
25,000,000 Federal Farm Credit Bank 10/08/04 1.250 24,756,944
50,000,000 Federal Home Loan Bank 01/21/04 1.065 49,971,895
50,000,000 Federal Home Loan Bank* 01/27/04 1.006 49,990,961
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
9
<Page>
<Table>
<Caption>
ANNUALIZED
YIELD ON
PRINCIPAL MATURITY DATE OF
AMOUNT DATE PURCHASE VALUE
------ ---- -------- -----
U.S. GOVERNMENT AGENCY OBLIGATIONS (CONTINUED)
$ 75,000,000 Federal Home Loan Mortgage Corp.* 01/01/04 1.110% $ 74,983,686
50,000,000 Federal Home Loan Mortgage Corp. 09/20/04 1.240 49,548,778
21,700,000 Federal National Mortgage Assoc. 01/09/04 1.070 21,695,485
63,500,000 Federal National Mortgage Assoc. 02/02/04 1.060 63,442,038
35,000,000 Federal National Mortgage Assoc. 02/06/04 1.280 34,956,443
50,000,000 Federal National Mortgage Assoc. 07/07/04 1.190 49,690,931
50,000,000 Federal National Mortgage Assoc. 09/17/04 1.280 49,539,556
100,000,000 Student Loan Marketing Assoc.* 01/01/04 1.104 100,012,244
75,000,000 Student Loan Marketing Assoc.* 01/09/04 1.121 75,000,774
---------------
TOTAL U.S. GOVERNMENT AGENCY OBLIGATIONS 778,588,441
---------------
TIME DEPOSITS (8.9%)
50,000,000 Bank of Montreal 01/02/04 0.970 50,000,000
75,000,000 Rabobank Nederland NV 01/02/04 0.970 75,000,000
123,200,000 Wachovia Corp. 01/02/04 0.625 123,200,000
---------------
TOTAL TIME DEPOSITS 248,200,000
---------------
TOTAL INVESTMENTS, AT AMORTIZED COST 99.9% $ 2,773,601,659
OTHER ASSETS IN EXCESS OF LIABILITIES 0.1 3,339,741
----- ---------------
NET ASSETS 100.0% $ 2,776,941,400
===== ===============
</Table>
* VARIABLE RATE INSTRUMENT. INTEREST RATES CHANGE ON SPECIFIC DATES (SUCH AS A
COUPON OR INTEREST PAYMENT DATE). THE YIELD SHOWN REPRESENTS THE DECEMBER 31,
2003 COUPON RATE.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
10
<Page>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2003 (UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
<Table>
ASSETS:
Investments, at amortized cost $ 2,773,601,659
Cash 57,162
Interest receivable 3,710,018
Prepaid expenses 45,866
---------------
TOTAL ASSETS 2,777,414,705
---------------
LIABILITIES:
Payables for:
Investment advisory fees 253,113
Administrative fees 88,590
Custody fees 82,705
Professional fees 20,079
Board of Trustees' fees 11,665
Accrued expenses and other liabilities 17,153
---------------
TOTAL LIABILITIES 473,305
---------------
NET ASSETS $ 2,776,941,400
===============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
11
<Page>
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2003 (UNAUDITED)
(EXPRESSED IN U.S. DOLLARS)
<Table>
NET INVESTMENT INCOME:
INCOME:
Interest $ 18,262,516
---------------
EXPENSES:
Investment advisory fees 1,631,938
Administrative fees 571,178
Custody fees 233,954
Board of Trustees' fees 43,256
Professional fees 22,158
Miscellaneous expenses 82,329
---------------
TOTAL EXPENSES 2,584,813
Fees paid indirectly (665)
---------------
NET EXPENSES 2,584,148
---------------
NET INVESTMENT INCOME $ 15,678,368
===============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
12
<Page>
STATEMENT OF CHANGES IN NET ASSETS (EXPRESSED IN U.S. DOLLARS)
<Table>
<Caption>
FOR THE SIX
MONTHS ENDED FOR THE
DECEMBER 31, 2003 YEAR ENDED
(UNAUDITED) JUNE 30, 2003
----------------- ---------------
INCREASE (DECREASE) IN NET ASSETS:
From Operations:
Net investment income $ 15,678,368 $ 46,985,348
--------------- ---------------
Capital Transactions:
Proceeds from contributions 4,564,903,994 11,833,968,310
Value of withdrawals (5,225,305,957) (11,332,869,201)
--------------- ---------------
Net increase (decrease) in net assets resulting
from capital transactions (660,401,963) 501,099,109
--------------- ---------------
Total increase (decrease) in net assets (644,723,595) 548,084,457
NET ASSETS:
Beginning of year 3,421,664,995 2,873,580,538
--------------- ---------------
END OF PERIOD $ 2,776,941,400 $ 3,421,664,995
=============== ===============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
13
<Page>
BBH U.S. MONEY MARKET PORTFOLIO
FINANCIAL HIGHLIGHTS (EXPRESSED IN U.S. DOLLARS)
<Table>
<Caption>
FOR THE SIX
MONTHS ENDED FOR THE YEARS ENDED JUNE 30,
DECEMBER 31, 2003 -----------------------------------------------------------------------
(UNAUDITED) 2003 2002 2001 2000 1999
----------------- ----------- ----------- ----------- ----------- -----------
Total return 0.49% 1.44% 2.47% 5.95% 5.70% 5.11%
Ratios/Supplemental data:
Net assets, end of year
(000's omitted) $ 2,776,941 $ 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 0.16%(1) 0.15% 0.16% 0.15% 0.21% 0.21%
Expense offset arrangement 0.00%(1),(2) 0.00%(2) 0.00%(2) 0.01% - -
----------- ----------- ----------- ----------- ----------- -----------
Total expenses 0.16%(1) 0.15% 0.16% 0.16% 0.21% 0.21%
Ratio of net investment income
to average net assets 0.96%(1) 1.40% 2.39% 5.64% 5.60% 4.98%
</Table>
- ----------
(1) ANNUALIZED.
(2) AMOUNT IS LESS THAN 0.01%.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
14
<Page>
BBH U.S. MONEY MARKET PORTFOLIO
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 (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 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 December 31, 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 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, 2003,
the Portfolio incurred $1,631,938 for advisory services.
15
<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 six months ended December 31,
2003, the Portfolio incurred $571,178 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 six months ended December 31, 2003, the Portfolio incurred $43,256 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 six months ended December
31, 2003, the Portfolio incurred $233,954 for custody services. These fees
were reduced by $665 as a result of an expense offset arrangement with the
Portfolio's custodian.
16
<Page>
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.
[BROWN BROTHERS HARRIMAN LOGO]
<Page>
[BROWN BROTHERS HARRIMAN LOGO]
SEMI-ANNUAL REPORT
DECEMBER 31, 2003
BBH U.S. TREASURY MONEY FUND
<Page>
BBH U.S. TREASURY MONEY FUND
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 2003 (UNAUDITED)
<Table>
<Caption>
PRINCIPAL
AMOUNT VALUE
--------- -----
U.S. TREASURY BILLS (a) (76.9%)
$ 11,975,000 due 01/02/04, 0.187% $ 11,975,000
1,860,000 due 01/08/04, 0.036% 1,859,705
85,900,000 due 01/15/04, 0.597% 85,874,203
1,775,000 due 02/19/04, 0.271% 1,772,564
50,605,000 due 02/26/04, 0.664% 50,541,136
1,550,000 due 04/15/04, 0.598% 1,545,571
-------------
TOTAL U.S. TREASURY BILLS 153,568,179
-------------
U.S. TREASURY NOTES (22.9%)
30,690,000 due 03/31/04, 3.625% 30,882,273
14,800,000 due 08/31/04, 2.125% 14,889,459
-------------
TOTAL U.S. TREASURY NOTES 45,771,732
-------------
TOTAL INVESTMENTS, AT AMORTIZED COST 99.8% $ 199,339,911
OTHER ASSETS IN EXCESS OF LIABILITIES 0.2 307,395
----- -------------
NET ASSETS 100.0% $ 199,647,306
===== =============
</Table>
(a) RATES SHOWN ARE YIELDS TO MATURITY AT TIME OF PURCHASE.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
2
<Page>
BBH U.S. TREASURY MONEY FUND
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2003 (UNAUDITED)
<Table>
ASSETS:
Investments, at amortized cost $ 199,339,911
Cash 11,712
Interest receivable 392,865
Prepaid expenses 4,484
--------------
TOTAL ASSETS 199,748,972
--------------
LIABILITIES:
Payables for:
Shareholder servicing/eligible institution fees 32,088
Investment advisory fees 21,391
Professional fees 15,310
Administrative fees 14,928
Custody fees 4,317
Dividends declared 3,748
Board of Trustees' fees 306
Accrued expenses and other liabilities 9,578
--------------
TOTAL LIABILITIES 101,666
--------------
NET ASSETS, for 199,644,804 fund shares outstanding $ 199,647,306
==============
Net Assets Consist of:
Paid-in capital $ 199,647,306
==============
NET ASSET VALUE AND OFFERING PRICE PER SHARE $ 1.00
==============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
3
<Page>
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2003 (UNAUDITED)
<Table>
NET INVESTMENT INCOME:
INCOME:
Interest $ 684,301
--------------
EXPENSES:
Shareholder servicing/eligible institution fees 155,975
Investment advisory fees 103,984
Administrative fees 69,323
Custody fees 33,829
Professional fees 15,703
Board of Trustees' fees 2,617
Miscellaneous expenses 24,908
--------------
TOTAL EXPENSES 406,339
Expense offset arrangement (699)
--------------
NET EXPENSES 405,640
--------------
NET INVESTMENT INCOME $ 278,661
==============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
4
<Page>
STATEMENT OF CHANGES IN NET ASSETS
<Table>
<Caption>
FOR THE SIX
MONTHS ENDED FOR THE
DECEMBER 31, 2003 YEAR ENDED
(UNAUDITED) JUNE 30, 2003
----------------- ---------------
INCREASE (DECREASE) IN NET ASSETS:
From Operations:
Net investment income $ 278,661 $ 1,645,795
Dividends declared from net investment income (276,590) (1,637,907)
----------------- ---------------
Net increase in net assets from operations 2,071 7,888
----------------- ---------------
From Fund Share (Principal) Transactions at
Net Asset Value of $1.00 per share:
Fund shares sold 377,252,083 577,290,183
Fund shares issued in reinvestment of dividends 136,557 598,130
Fund shares repurchased (314,629,688) (629,020,187)
----------------- ---------------
Net increase (decrease) in net assets resulting
from fund share transactions 62,758,952 (51,131,874)
----------------- ---------------
Total increase (decrease) in net assets 62,761,023 (51,123,986)
NET ASSETS:
Beginning of year 136,886,283 188,010,269
----------------- ---------------
END OF PERIOD $ 199,647,306 $ 136,886,283
================= ===============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
5
<Page>
BBH U.S. TREASURY MONEY FUND
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH
PERIOD
<Table>
<Caption>
FOR THE SIX
MONTHS ENDED
DECEMBER 31, FOR THE YEARS ENDED JUNE 30,
2003 -------------------------------------------------------------------
(UNAUDITED) 2003 2002 2001 2000 1999
------------ --------- --------- --------- --------- ---------
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 0.001 0.01 0.02 0.05 0.05 0.04
Dividends to shareholders from net
investment income (0.00)(1) (0.01) (0.02) (0.05) (0.05) (0.04)
------------ --------- --------- --------- --------- ---------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
============ ========= ========= ========= ========= =========
Total return 0.20% 0.91% 1.95% 5.20% 4.75% 4.15%
Ratios/Supplemental data:
Net assets, end of period
(000's omitted) $ 199,647 $ 136,886 $ 188,010 $ 186,039 $ 134,425 $ 193,222
Ratio of expenses to average
net assets 0.59%(2)(3) 0.57%(2) 0.56%(2) 0.55% 0.57% 0.62%
Ratio of net investment income to
average net assets 0.40%(3) 0.92% 1.91% 5.00% 4.68% 4.07%
</Table>
- ----------
(1) LESS THAN $0.01 PER SHARE.
(2) THE RATIO OF EXPENSES TO AVERAGE NET ASSETS FOR THE SIX MONTHS ENDED
DECEMBER 31, 2003 AND FOR THE YEARS ENDED JUNE 30, 2003 AND 2002 REFLECTS
FEES REDUCED AS A RESULT OF AN EXPENSE OFFSET ARRANGEMENT WITH THE FUND'S
CUSTODIAN. HAD THIS ARRANGEMENT NOT BEEN IN PLACE, THIS RATIO WOULD HAVE
BEEN 0.59%, 0.57% AND 0.56%, RESPECTIVELY.
(3) ANNUALIZED.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
6
<Page>
BBH U.S. TREASURY MONEY FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 (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. At December 31, 2003, there were four series of the
Trust.
The Fund's financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America, which require
management to make certain estimates and assumptions at the date of the
financial statements and are based, in part, on the following accounting
policies. Actual results could differ from those estimates.
A. VALUATION OF INVESTMENTS. The Fund values its investments at amortized
cost, which approximates market value. The amortized cost method values a
security at its cost at the time of purchase and thereafter assumes a
constant amortization to maturity of any discount or premium. The Fund's
use of amortized cost is in compliance with Rule 2a-7 of the Investment
Company Act of 1940.
B. INTEREST INCOME. Interest income consists of interest accrued and discount
earned (including both original issue and market discount) and premium
amortization on the investments of the Fund, accrued ratably to the date
of maturity.
C. FEDERAL INCOME TAXES. Each series of the Trust is treated as a separate
entity for federal income tax purposes. It is the Fund's policy to comply
with the provisions of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its taxable income to its
shareholders. Accordingly, no federal income tax provision is required. At
December 31, 2003, the cost of investments for federal income tax purposes
was equal to the amortized cost of investments for financial statement
purposes.
D. DIVIDENDS AND DISTRIBUTIONS. Dividends from net investment income are
declared daily and paid monthly to shareholders.
E. OTHER. Investment transactions are accounted for on the trade date.
Realized 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, 2003,
the Fund incurred $103,984 for advisory services.
7
<Page>
ADMINISTRATIVE FEES. The Trust has an administration agreement with Brown
Brothers Harriman Trust Company, LLC ("BBHTC") for which BBHTC receives a fee
from the Fund calculated daily and paid monthly at an annual rate equivalent
to 0.10% of the Fund's average daily net assets. BBHTC has a
subadministration services agreement with Federated Services Company ("FSC")
for which FSC receives compensation paid by BBHTC. For the six months ended
December 31, 2003, the Fund incurred $69,323 for administrative services.
SHAREHOLDER SERVICING/ELIGIBLE INSTITUTION AGREEMENT. The Trust has a
shareholder servicing agreement and an eligible institution agreement with
BBH for which BBH receives a fee from the Fund calculated daily and paid
monthly at an annual rate equivalent to 0.225% of the Fund's average daily
net assets. For the six months ended December 31, 2003, the Fund incurred
$155,975 for shareholder servicing/eligible institution services.
BOARD OF TRUSTEES' FEES. Each Trustee receives an annual fee as well as
reimbursement for reasonable out-of-pocket expenses from the Fund. For the
six months ended December 31, 2003, the Fund incurred $2,617 for Trustees'
fees.
CUSTODY FEES. The Fund has a custody agreement with BBH for which BBH
receives a fee calculated and paid monthly. For the six months ended December
31, 2003, the Fund incurred $33,829 for custody services. These fees were
reduced by $699 as a result of an expense offset arrangement with the Fund's
custodian.
8
<Page>
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.
[BROWN BROTHERS HARRIMAN LOGO]
<Page>
[BROWN BROTHERS HARRIMAN LOGO]
SEMI-ANNUAL REPORT
DECEMBER 31, 2003
BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND
<Page>
BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 2003 (UNAUDITED)
<Table>
<Caption>
PRINCIPAL MATURITY INTEREST
AMOUNT DATE RATE VALUE
- ------------ -------- -------- ---------------
MUNICIPAL BONDS (101.9%)
EDUCATION (8.9%)
$ 1,935,000 Alabama State Public School &
College Authority 11/01/05 5.250% $ 2,067,625
730,000 Arizona School Facilities Board 07/01/05 5.000 769,770
1,000,000 Arizona State University Revenue 07/01/08 5.000 1,112,540
1,000,000 Florida Sate Board of Education,
Lottery Revenue 07/01/05 5.000 1,054,480
1,000,000 Greenville County, South Carolina,
School District 12/01/07 5.000 1,100,160
2,000,000 New York State Dormitory Authority 02/15/07 4.000 2,094,740
1,500,000 Texas A & M University Revenue 05/15/07 5.000 1,644,255
750,000 University of Houston, Texas 02/15/07 3.500 784,223
---------------
TOTAL EDUCATION 10,627,793
---------------
GENERAL OBLIGATIONS (47.9%)
1,000,000 Arlington, Texas 08/15/05 5.200 1,060,740
1,475,000 Austin, Texas 09/01/06 5.250 1,608,325
2,000,000 Austin, Texas 09/01/06 5.000 2,167,280
1,515,000 Birmingham, Alabama 07/01/05 5.000 1,596,613
450,000 Carrollton-Farmers Branch, Texas, Independent
School District 02/15/06 4.000 472,055
870,000 Chester County, Pennsylvania 09/01/08 4.000 930,926
500,000 Chicago, Illinois 01/01/08 4.000 531,910
1,000,000 Chicago, Illinois, Metropolitan Water
Reclamation District 12/01/07 5.000 1,106,370
1,000,000 Chicago, Illinois, Park District 01/01/08 4.500 1,082,820
1,000,000 Connecticut State 06/15/05 5.000 1,052,890
1,000,000 Dallas, Texas 02/15/08 4.000 1,066,470
1,000,000 Delaware County, Pennsylvania 10/01/05 5.300 1,066,450
1,000,000 Delaware State 08/01/07 4.500 1,086,380
250,000 Denver, Colorado, City & County 08/01/04 5.250 256,073
655,000 Du Page County, Illinois, Forest Preserve District 11/01/05 6.000 708,376
650,000 Florida State Board of Education 06/01/06 4.000 685,561
1,000,000 Georgia State 02/01/05 5.000 1,042,200
2,015,000 Georgia State 05/01/05 4.000 2,089,656
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
2
<Page>
<Table>
<Caption>
PRINCIPAL MATURITY INTEREST
AMOUNT DATE RATE VALUE
- ------------ -------- -------- ---------------
MUNICIPAL BONDS (CONTINUED)
GENERAL OBLIGATIONS (CONTINUED)
$ 1,400,000 Georgia State 08/01/06 4.000% $ 1,483,216
1,000,000 Georgia State 11/01/07 3.000 1,035,320
1,075,000 Hamilton County, Tennessee 10/01/07 4.000 1,147,455
1,000,000 Harris County, Texas 10/01/05 5.000 1,061,280
1,750,000 Hawaii State 02/01/07 5.250 1,921,027
1,175,000 Houston, Texas, Independent School District 07/15/06 3.500 1,226,195
1,000,000 Illinois State 06/01/05 5.500 1,058,220
1,500,000 Illinois State 08/01/07 5.000 1,648,290
820,000 Las Vegas-Clark County, Nevada, Library District 06/01/07 2.750 838,376
580,000 Las Vegas-Clark County, Nevada, Library District 06/01/08 3.000 594,494
2,000,000 Massachusetts State 01/01/07 4.000 2,113,520
1,725,000 Milwaukee County, Wisconsin 08/01/07 4.000 1,839,385
1,000,000 Milwaukee, Wisconsin 09/01/06 5.000 1,084,180
1,000,000 Minneapolis, Minnesota 12/01/05 5.000 1,068,560
1,000,000 Mississippi State 12/01/05 5.000 1,067,190
1,000,000 Missouri State 08/01/08 5.000 1,117,400
1,000,000 North Carolina State 09/01/05 5.000 1,060,210
1,090,000 Oklahoma City, Oklahoma 03/01/07 4.000 1,158,855
1,000,000 Portsmouth, Virginia 07/01/07 4.000 1,066,930
1,135,000 Salt Lake City, Utah 06/15/05 5.000 1,195,200
2,000,000 San Antonio, Texas 02/01/05 4.000 2,061,420
1,000,000 Shelby County, Tennessee 04/01/06 5.000 1,074,130
2,500,000 Texas State 10/01/06 5.000 2,715,050
1,000,000 Texas State 10/01/07 5.000 1,102,880
1,900,000 Tulsa County, Oklahoma, Independent
School District 06/01/05 5.750 2,017,724
725,000 Virginia Beach, Virginia 07/15/07 5.300 805,584
1,000,000 Virginia State 06/01/06 4.000 1,056,660
2,000,000 Washington State 01/01/07 3.500 2,088,720
---------------
TOTAL GENERAL OBLIGATIONS 57,318,566
---------------
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
3
<Page>
<Table>
<Caption>
PRINCIPAL MATURITY INTEREST
AMOUNT DATE RATE VALUE
- ------------ -------- -------- ---------------
MUNICIPAL BONDS (CONTINUED)
INDUSTRIAL (0.9%)
$ 1,020,000 Missouri State Environmental Improvement &
Energy Resources Authority, Pollution
Control Revenue 01/01/06 6.000% $ 1,107,995
---------------
MISCELLANEOUS (5.8%)
1,000,000 Alaska State Housing Financial Corp. 12/01/05 5.000 1,065,620
1,000,000 Kentucky State Property & Buildings Commission 02/01/06 5.250 1,074,250
1,450,000 Maine Governmental Facilities Authority 10/01/05 5.500 1,551,341
1,000,000 Ohio State Building Authority 04/01/08 4.500 1,088,980
1,000,000 Puerto Rico Housing Finance Authority 12/01/08 4.500 1,091,490
1,000,000 Tobacco Settlement Financing Corp., New York 06/01/07 4.000 1,047,810
---------------
TOTAL MISCELLANEOUS 6,919,491
---------------
PRE-REFUNDED (a) (0.9%)
1,000,000 Ohio State Public Facilities Commission 06/01/08 4.700 1,098,730
---------------
SALES TAX (0.9%)
1,000,000 Jacksonville, Florida, Sales Tax Revenue 10/01/05 5.000 1,062,000
---------------
TRANSPORTATION (13.4%)
1,000,000 Massachusetts Bay Transportation Authority 03/01/05 5.300 1,047,370
725,000 Massachusetts State Federal Highway Grant 06/15/07 4.200 776,040
1,000,000 Michigan State Trunk Line Highway Revenue 10/01/06 5.000 1,086,300
1,500,000 New Jersey State Transit Corp. 02/01/05 5.500 1,568,955
1,000,000 New Jersey State Transportation Trust 12/15/06 5.000 1,088,500
1,040,000 New Mexico Finance Authority,
Highway Revenue 09/01/06 5.000 1,127,266
1,500,000 New Mexico State Highway Commission 06/15/06 5.000 1,617,075
1,000,000 New York State Thruway Authority 03/15/08 5.000 1,102,160
1,000,000 Orlando & Orange County, Florida,
Expressway Authority 07/01/07 4.500 1,084,100
700,000 Phoenix, Arizona, Street & Highway
User Revenue 07/01/08 4.500 763,910
1,500,000 Texas State Turnpike Authority 06/01/07 5.000 1,642,830
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
4
<Page>
<Table>
<Caption>
PRINCIPAL MATURITY INTEREST
AMOUNT DATE RATE VALUE
- ------------ -------- -------- ---------------
MUNICIPAL BONDS (CONTINUED)
TRANSPORTATION (CONTINUED)
$ 2,000,000 Texas State Turnpike Authority 06/01/07 4.000% $ 2,124,820
925,000 Triborough Building & Tunnel Authority,
New York 11/15/06 4.000 982,369
---------------
TOTAL TRANSPORTATION 16,011,695
---------------
UTILITIES (7.5%)
3,000,000 Austin, Texas, Electric Utilities System Revenue 11/15/05 5.000 3,195,960
900,000 Boise-Kuna Irrigation District, Idaho,
Hydroelectricity Plant Project 07/01/07 5.250 996,147
1,000,000 Colorado Springs, Colorado, Utilities Revenue 11/15/08 5.000 1,118,120
1,000,000 Nebraska Public Power District 01/01/07 4.000 1,059,750
1,000,000 Salt River Project, Arizona 01/01/05 5.000 1,038,990
500,000 Salt River Project, Arizona 01/01/08 4.000 533,490
1,000,000 St. John's River Power Park, Florida 10/01/06 5.000 1,083,490
---------------
TOTAL UTILITIES 9,025,947
---------------
WATER/SEWER (15.7%)
2,000,000 Broward County, Florida, Water &
Sewer Revenue 10/01/07 4.000 2,139,280
2,500,000 Dallas, Texas, Waterworks & Sewer
System Revenue 10/01/06 5.000 2,715,050
1,500,000 De Kalb County, Georgia, Water &
Sewer Revenue 10/01/05 6.250 1,623,930
2,360,000 Fort Worth, Texas, Water & Sewer Revenue 02/15/08 5.000 2,606,738
2,500,000 Houston, Texas, Water & Sewer
System Revenue 12/01/05 5.000 2,666,975
1,000,000 Irving, Texas, Waterworks & Sewer Revenue 08/15/07 4.375 1,078,970
1,000,000 Los Angeles, California, Water &
Power Revenue 07/01/07 4.500 1,088,350
1,500,000 Michigan Municipal Bond Authority, Clean
Water Revenue 10/01/05 5.500 1,607,265
1,000,000 Michigan Municipal Bond Authority, Clean
Water Revenue 10/01/06 5.000 1,087,140
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
5
<Page>
<Table>
<Caption>
PRINCIPAL MATURITY INTEREST
AMOUNT DATE RATE VALUE
- ------------ -------- -------- ---------------
MUNICIPAL BONDS (CONTINUED)
WATER/SEWER (CONTINUED)
$ 1,000,000 Ohio State Water Development Authority 06/01/06 5.000% $ 1,078,540
1,000,000 Tarrant Regional Water District, Texas 03/01/06 4.500 1,060,420
---------------
TOTAL WATER/SEWER 18,752,658
---------------
TOTAL INVESTMENTS (IDENTIFIED COST $119,594,131) (b) 101.9% $ 121,924,875
LIABILITIES IN EXCESS OF OTHER ASSETS (1.9) (2,223,060)
-------- ---------------
NET ASSETS 100.0% $ 119,701,815
======== ===============
</Table>
(a) GENERAL OBLIGATION OR REVENUE BONDS THAT HAVE BEEN FULLY SECURED OR
COLLATERALIZED BY AN ESCROW FUND CONSISTING OF U.S. GOVERNMENT OBLIGATIONS
THAT CAN ADEQUATELY MEET INTEREST AND PRINCIPAL PAYMENTS. FOR PRE-REFUNDED
OBLIGATIONS, THE STATED MATURITY DATE REPRESENTS THE DATE OF REDEMPTION
WHICH, PURSUANT TO THE TERMS OF THE ESCROW AGREEMENT, HAS BEEN ACCELERATED
FROM THE ORIGINALLY STATED MATURITY DATE.
(b) THE AGGREGATE COST FOR FEDERAL INCOME TAX PURPOSES IS $119,594,131. THE
AGGREGATE GROSS UNREALIZED APPRECIATION IS $2,348,161, AND THE AGGREGATE
GROSS UNREALIZED DEPRECIATION IS $17,417, RESULTING IN NET UNREALIZED
APPRECIATION OF $2,330,744.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
6
<Page>
BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2003 (UNAUDITED)
<Table>
ASSETS:
Investments in securities, at value (identified cost $119,594,131) $ 121,924,875
Receivables for:
Interest 1,536,101
Investments sold 300,235
Fund shares sold 200,000
Prepaid expenses 3,453
---------------
TOTAL ASSETS 123,964,664
---------------
LIABILITIES:
Due to bank 355,521
Payables for:
Investments purchased 3,552,211
Fund shares redeemed 229,343
Investment advisory fees 26,816
Shareholder servicing/eligible institution fees 26,816
Professional fees 19,700
Administrative fees 16,089
Custody fees 13,490
Dividends and distributions declared 11,721
Board of Trustees' fees 1,366
Accrued expenses and other liabilities 9,776
---------------
TOTAL LIABILITIES 4,262,849
---------------
NET ASSETS $ 119,701,815
===============
Net Assets Consist of:
Paid-in capital $ 117,207,242
Distributions in excess of net investment income (6,591)
Accumulated net realized gain on investments 170,420
Net unrealized appreciation on investments 2,330,744
---------------
Net Assets $ 119,701,815
===============
NET ASSET VALUE AND OFFERING PRICE PER SHARE
($119,701,815 DIVIDED BY 11,129,356 shares) $ 10.76
===============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
7
<Page>
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2003 (UNAUDITED)
<Table>
NET INVESTMENT INCOME:
INCOME:
Interest income $ 1,593,671
---------------
EXPENSES:
Investment advisory fees 144,020
Shareholder servicing/eligible institution fees 144,020
Administrative fees 86,412
Custody fees 39,631
Professional fees 22,021
Board of Trustees' fees 2,967
Miscellaneous expenses 25,585
---------------
TOTAL EXPENSES 464,656
Expense offset arrangement (462)
---------------
NET EXPENSES 464,194
---------------
NET INVESTMENT INCOME 1,129,477
---------------
NET REALIZED AND UNREALIZED LOSS:
Net realized gain on investments 250,863
Net change in unrealized appreciation (depreciation) on investments (978,178)
---------------
NET REALIZED AND UNREALIZED LOSS (727,315)
---------------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $ 402,162
===============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
8
<Page>
STATEMENT OF CHANGES IN NET ASSETS
<Table>
<Caption>
FOR THE SIX
MONTHS ENDED FOR THE
DECEMBER 31, 2003 YEAR ENDED
(UNAUDITED) JUNE 30, 2003
----------------- ---------------
INCREASE IN NET ASSETS:
From Operations:
Net investment income $ 1,129,477 $ 2,417,471
Net realized gain on investments 250,863 420,227
Net change in unrealized appreciation (depreciation)
on investments (978,178) 1,153,402
--------------- ---------------
Net increase in net assets resulting from operations 402,162 3,991,100
--------------- ---------------
Dividends and distributions declared:
From net investment income (1,130,145) (2,448,441)
From net realized gain (435,991) (317,193)
--------------- ---------------
Total dividends and distributions declared (1,566,136) (2,765,634)
--------------- ---------------
Fund shares transactions:
Net proceeds from sales of fund shares 37,079,278 72,500,590
Net asset value of fund shares issued to shareholders
in reinvestment of distributions 596,811 917,532
Net cost of fund shares repurchased (24,071,253) (49,747,275)
--------------- ---------------
Net increase in net assets resulting from fund
shares transactions 13,604,836 23,670,847
--------------- ---------------
Total increase in net assets 12,440,862 24,896,313
NET ASSETS:
Beginning of year 107,260,953 82,364,640
--------------- ---------------
END OF PERIOD (including distributions in excess of net
investment income of $6,591 and $5,923, respectively) $ 119,701,815 $ 107,260,953
=============== ===============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
9
<Page>
BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH
PERIOD
<Table>
<Caption>
FOR THE SIX
MONTHS ENDED FOR THE YEARS ENDED JUNE 30,
DECEMBER 31, 2003 ---------------------------------------------------------------
(UNAUDITED) 2003 2002 2001 2000 1999
----------------- --------- --------- --------- --------- ---------
Net asset value,
beginning of year $ 10.87 $ 10.73 $ 10.53 $ 10.24 $ 10.30 $ 10.40
Income from investment
operations:
Net investment income 0.09 0.25 0.31 0.35 0.34 0.35
Net realized and unrealized
gain (loss) on
investments (0.07) 0.18 0.22 0.29 (0.06) (0.10)
Less dividends and distributions:
From net investment income (0.09) (0.26) (0.31) (0.35) (0.34) (0.35)
From net realized gains (0.04) (0.03) (0.02) - - -
----------- --------- --------- --------- --------- ---------
Net asset value, end of period $ 10.76 $ 10.87 $ 10.73 $ 10.53 $ 10.24 $ 10.30
=========== ========= ========= ========= ========= =========
Total return 0.33% 4.04% 5.14% 6.37% 2.88% 2.44%
Ratios/Supplemental data:
Net assets, end of period
(000's omitted) $ 119,702 $ 107,261 $ 82,365 $ 64,592 $ 78,381 $ 75,719
Ratio of expenses to
average net assets:
Net expenses paid
by Fund 0.81%(1) 0.82% 0.83% 0.77% 0.85% 0.82%
Expense offset
arrangement 0.00%(1),(2) 0.00%(2) 0.01% 0.06% 0.03% 0.01%
----------- --------- --------- --------- --------- ---------
Total expenses 0.81%(1) 0.82% 0.84% 0.83% 0.88% 0.83%
Ratio of net investment
income to average
net assets 1.96%(1) 2.33% 2.90% 3.36% 3.29% 3.37%
Portfolio turnover rate 94% 82% 94% 45% 22% 44%
</Table>
- ----------
(1) ANNUALIZED.
(2) AMOUNT IS LESS THAN 0.01%.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
10
<Page>
BBH TAX FREE SHORT/INTERMEDIATE FIXED INCOME FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 (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. At December 31, 2003,
there were four series of the Trust.
The Fund's financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America, which require
management to make certain estimates and assumptions at the date of the
financial statements and are based, in part, on the following accounting
policies. Actual results could differ from those estimates.
A. VALUATION OF INVESTMENTS. Bonds and other fixed income securities (other
than short-term obligations, but including listed issues) are valued on
the basis of valuations furnished by pricing services, use of which has
been approved by the Board of Trustees. In making such valuations, the
pricing services utilize both dealer-supplied valuations and electronic
data processing techniques which take into account appropriate factors
such as institutional-size trading in similar groups of securities, yield,
quality, coupon rate, maturity, type of issue, trading characteristics and
other market data, without exclusive reliance upon quoted prices or
exchange or over-the-counter prices, since such valuations are believed to
reflect more accurately the fair value of such securities.
Securities or other assets for which market quotations are not readily
available are valued at fair value in accordance with procedures
established by and under the general supervision and responsibility of the
Trustees. Short-term investments which mature in 60 days or less are
valued at amortized cost, which approximates market value.
B. ACCOUNTING FOR INVESTMENTS. Investment transactions are accounted for on
the trade date. Realized gains and losses, if any, from investment
transactions are determined on the basis of identified cost. Interest
income is accrued daily and consists of interest accrued, discount earned
(including both original issue and market discount) and premium
amortization on the investments of the Fund.
C. FEDERAL INCOME TAXES. Each series of the Trust is treated as a separate
entity for federal income tax purposes. It is the Fund's policy to comply
with the provisions of the Internal Revenue Code (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 tax-exempt
bonds are not includable by shareholders as gross income for federal
income tax purposes because the Fund intends to meet certain requirements
of the Code applicable to regulated investment companies which will enable
the Fund to pay tax-exempt interest dividends.
E. CHANGE IN ACCOUNTING PRINCIPLE. As required, effective July 1, 2001, the
Fund has adopted the provisions of the AICPA Audit and Accounting Guide
for Investment Companies and began amortizing discounts or premiums on
debt securities using the interest method. Prior to July 1, 2001, the Fund
amortized discount or premiums on debt securities using the straight-line
method.
11
<Page>
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, 2003,
the Fund incurred $144,020 for advisory services.
ADMINISTRATIVE FEES. The Trust has an administration agreement with Brown
Brothers Harriman Trust Company, LLC ("BBHTC") for which BBHTC receives a fee
from the Fund calculated daily and paid monthly at an annual rate equivalent
to 0.15% of the Fund's average daily net assets. BBHTC has a
subadministration services agreement with Federated Services Company ("FSC")
for which FSC receives compensation paid by BBHTC. For the six months ended
December 31, 2003, the Fund incurred $86,412 for administrative services.
SHAREHOLDER SERVICING/ELIGIBLE INSTITUTION AGREEMENT. The Trust has a
shareholder servicing agreement and an eligible institution agreement with
BBH for which BBH receives a fee from the Fund calculated daily and paid
monthly at an annual rate equivalent to 0.25% of the Fund's average daily net
assets. For the six months ended December 31, 2003, the Fund incurred
$144,020 for shareholder servicing/eligible institution services.
BOARD OF TRUSTEES' FEES. Each Trustee receives an annual fee as well as
reimbursement for reasonable out-of-pocket expenses from the Fund. For the
six months ended December 31, 2003, the Fund incurred $2,967 for Trustees'
fees.
CUSTODY FEES. The Fund has a custody agreement with BBH for which BBH
receives a fee calculated and paid monthly. For the six months ended December
31, 2003, the Fund incurred $39,631 for custody services. These fees were
reduced by $462 as a result of an expense offset arrangement with the Fund's
custodian.
3. INVESTMENT TRANSACTIONS. The Fund invests primarily in debt securities issued
by municipalities. The ability of the issuers of the debt securities to meet
their obligation may be affected by economic developments in a specific state
or municipality. The aggregate holdings by state ranged from 0.8% to 27.9% of
investments. At December 31, 2003, the five largest holdings by state were
Texas 27.9%; Georgia 6.0%; Florida 5.8%; Illinois 5.0% and New York 4.3%. For
the six months ended December 31, 2003, the cost of purchases and the
proceeds of sales of investment securities other than short-term investments
were $71,552,055 and $53,799,316, respectively.
4. SHARE TRANSACTIONS. Transactions in fund shares were as follows:
<Table>
<Caption>
FOR THE SIX
MONTHS ENDED FOR THE
DECEMBER 31, 2003 YEAR ENDED
(UNAUDITED) JUNE 30, 2003
----------------- -------------
Fund shares sold 3,432,735 6,694,603
Fund shares issued in connection with reinvestment of dividends 55,326 84,673
Fund shares repurchased (2,228,920) (4,588,238)
---------- ----------
Net increase 1,259,141 2,191,038
========== ==========
</Table>
12
<Page>
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.
[BROWN BROTHERS HARRIMAN LOGO]
<Page>
[BROWN BROTHERS HARRIMAN LOGO]
SEMI-ANNUAL REPORT
DECEMBER 31, 2003
BBH TAX EXEMPT MONEY FUND
<Page>
BBH TAX EXEMPT MONEY FUND
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 2003 (UNAUDITED)
<Table>
<Caption>
PRINCIPAL MATURITY INTEREST
AMOUNT DATE RATE VALUE
------ ---- ---- -----
MUNICIPAL BONDS (84.2%)
CERTIFICATES OF PARTICIPATION (0.4%)
$ 2,100,000 Denver, Colorado, City & County* 01/07/04 1.120% $ 2,100,000
--------------
EDUCATION (11.3%)
1,500,000 Connecticut State Health & Educational
Facilities Authority* 01/02/04 1.250 1,500,000
2,700,000 Connecticut State Health & Educational
Facilities Authority* 01/07/04 1.250 2,700,000
1,100,000 East Carolina University, North Carolina* 01/01/04 1.300 1,100,000
500,000 Massachusetts State Development Finance
Agency, Boston University Revenue* 01/12/04 0.640 500,000
3,740,000 Massachusetts State Health & Educational
Facilities Authority* 01/02/04 1.260 3,740,000
3,000,000 Massachusetts State Health & Educational
Facilities Authority* 01/02/04 1.150 3,000,000
1,000,000 Michigan State University Revenue* 01/07/04 1.090 1,000,000
500,000 Muncie, Indiana, School Building Corp. 07/15/04 6.000 513,226
5,000,000 New Hampshire Health & Education
Facilities Authority* 01/07/04 1.200 5,000,000
13,000,000 New Jersey State Educational
Facilities Authority* 01/02/04 1.250 13,000,000
5,000,000 New Jersey State Educational
Facilities Authority* 01/12/04 0.980 5,000,000
4,900,000 Ohio State University Revenue* 01/01/04 1.150 4,900,000
1,000,000 Ohio State University Revenue* 01/12/04 0.760 1,000,000
2,770,000 Pennsylvania State Higher Educational
Facilities Authority* 01/07/04 1.250 2,770,000
1,000,000 Pennsylvania State Higher Educational
Facilities Authority 06/15/04 5.250 1,018,610
1,340,000 San Jacinto Community College, Texas 02/15/04 4.000 1,344,632
2,500,000 University of Missouri Revenue* 01/02/04 1.300 2,500,000
1,800,000 University of Pittsburgh Revenue* 01/07/04 1.250 1,800,000
1,000,000 Virginia State Public School Authority 08/01/04 5.000 1,022,424
--------------
TOTAL EDUCATION 53,408,892
--------------
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
2
<Page>
<Table>
<Caption>
PRINCIPAL MATURITY INTEREST
AMOUNT DATE RATE VALUE
------ ---- ---- -----
ESCROWED TO MATURITY (a) (0.7%)
$ 500,000 Ivy Technical State College, Indiana 07/01/04 5.000% $ 509,847
600,000 Louisiana State 04/15/04 6.000 608,389
745,000 Massachusetts State Water Pollution
Abatement Trust 02/01/04 6.000 748,021
1,100,000 Michigan Municipal Bond Authority, Clean
Water Revenue 10/01/04 5.000 1,131,928
500,000 New York State Power Authority 01/01/04 6.700 500,000
--------------
TOTAL ESCROWED TO MATURITY 3,498,185
--------------
GENERAL OBLIGATIONS (21.7%)
790,000 Akron, Ohio 12/01/04 5.000 817,497
1,635,000 Anchorage, Alaska 07/01/04 4.000 1,659,096
1,205,000 Baltimore County, Maryland 06/01/04 5.000 1,225,186
1,000,000 Boston, Massachusetts 02/01/04 5.000 1,003,225
1,000,000 Charlotte, North Carolina 02/01/04 4.750 1,003,119
1,000,000 Charlotte, North Carolina 07/01/04 3.500 1,012,278
6,200,000 Clark County, Nevada, School District* 01/12/04 0.580 6,200,000
5,000,000 Connecticut State* 01/01/04 1.250 5,000,000
500,000 Dade County, Florida, School District 08/01/04 5.500 512,488
1,000,000 Deer Park, Texas, Independent School District 02/15/04 6.250 1,006,251
750,000 Delaware State 01/01/04 5.000 749,923
2,495,000 Delaware State 04/01/04 5.250 2,520,215
2,385,000 District of Columbia* 01/07/04 1.250 2,385,000
4,310,000 Du Page, Illinois, Water Commission 03/01/04 5.000 4,337,244
450,000 Georgia State 04/01/04 6.250 455,622
2,700,000 Georgia State 07/01/04 6.500 2,773,317
800,000 Gwinnett County, Georgia, School District 02/01/04 3.000 801,257
1,400,000 Hennepin County, Minnesota* 01/02/04 1.150 1,400,000
1,300,000 Hennepin County, Minnesota* 01/02/04 1.150 1,300,000
1,000,000 Humble, Texas, Independent School District 02/15/04 3.500 1,002,964
2,180,000 Illinois State 07/01/04 5.000 2,221,768
3,000,000 Maryland State 02/01/04 4.000 3,007,646
500,000 Maryland State 03/15/04 5.200 504,222
2,000,000 Maryland State 07/15/04 5.000 2,042,888
700,000 Massachusetts State 06/01/04 5.000 711,354
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
3
<Page>
<Table>
<Caption>
PRINCIPAL MATURITY INTEREST
AMOUNT DATE RATE VALUE
------ ---- ---- -----
MUNICIPAL BONDS (CONTINUED)
GENERAL OBLIGATIONS (CONTINUED)
$ 1,000,000 Mecklenburg County, North Carolina 02/01/04 5.000% $ 1,003,268
4,770,000 Mecklenburg County, North Carolina 03/01/04 4.800 4,798,943
875,000 Mecklenburg County, North Carolina 04/01/04 4.250 882,042
2,825,000 Minneapolis, Minnesota* 01/02/04 1.150 2,825,000
5,700,000 New York, New York* 01/02/04 1.350 5,700,000
600,000 New York, New York* 01/02/04 1.270 600,000
1,000,000 New York, New York* 01/02/04 1.200 1,000,000
9,775,000 New York, New York* 01/02/04 1.190 9,775,000
600,000 North Carolina State 03/01/04 4.500 603,365
1,115,000 Palm Beach County, Florida, School District 08/01/04 4.000 1,133,945
2,110,000 Pennsylvania State 01/15/04 5.250 2,113,089
750,000 Pennsylvania State 05/01/04 4.000 757,220
750,000 Richardson, Texas, Independent School District 02/15/04 5.000 753,531
1,590,000 Richland County, South Carolina, School District 03/01/04 4.900 1,599,704
1,125,000 Richmond, Virginia 07/15/04 5.000 1,148,837
1,000,000 Salt Lake City, Utah 06/15/04 5.000 1,017,821
3,635,000 Seattle, Washington* 01/12/04 1.200 3,635,000
1,000,000 Seattle, Washington 03/01/04 5.250 1,006,708
3,240,000 South Carolina State 01/01/04 5.000 3,240,000
2,000,000 South Carolina State 08/01/04 5.750 2,054,086
1,000,000 South Carolina State 01/01/05 4.000 1,028,114
1,000,000 Thornton, Colorado 12/01/04 4.000 1,026,206
1,000,000 Utah State 07/01/04 5.500 1,022,153
5,000,000 Utah State 07/01/04 4.500 5,085,038
1,025,000 Virginia State 06/01/04 5.375 1,043,583
480,000 Washington Suburban Sanitary Commission,
Maryland 06/01/04 4.400 486,675
1,690,000 Washington Suburban Sanitary Commission,
Maryland 06/01/04 4.000 1,711,407
--------------
TOTAL GENERAL OBLIGATIONS 102,703,295
--------------
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
4
<Page>
<Table>
<Caption>
PRINCIPAL MATURITY INTEREST
AMOUNT DATE RATE VALUE
------ ---- ---- -----
MUNICIPAL BONDS (CONTINUED)
HEALTH CARE (5.2%)
$ 800,000 Harris County, Texas, Health Facilities
Development Corp.* 01/02/04 1.300% $ 800,000
5,500,000 Illinois Health Care Facilities Authority* 01/07/04 1.120 5,500,000
9,500,000 Montana State Health Facilities Authority* 01/07/04 1.400 9,500,000
1,500,000 Oklahoma State Industries Authority,
Hospital Revenue* 01/02/04 1.300 1,500,000
1,200,000 Reno, Nevada, Hospital Revenue* 01/02/04 1.220 1,200,000
6,100,000 Washington State Health Care
Facilities Authority* 01/02/04 1.220 6,100,000
--------------
TOTAL HEALTH CARE 24,600,000
--------------
INDUSTRIAL (9.7%)
2,600,000 Berkeley County, South Carolina, Pollution
Control Revenue* 01/02/04 1.300 2,600,000
1,100,000 California Statewide Communities Development
Authority, Pollution Control Revenue* 01/02/04 1.250 1,100,000
6,400,000 Columbia, Alabama, Pollution Control Revenue* 01/02/04 1.350 6,400,000
600,000 Delaware County, Pennsylvania, Industrial
Development Authority* 01/07/04 1.080 600,000
5,350,000 Forsyth, Montana, Pollution Control Revenue* 01/02/04 1.350 5,350,000
500,000 Gulf Coast Waste Disposal Authority, Texas* 01/02/04 1.170 500,000
5,000,000 Gulf Coast Waste Disposal Authority, Texas* 01/12/04 0.810 5,000,000
6,300,000 Harris County, Texas, Pollution
Control Revenue* 01/12/04 0.870 6,300,000
1,000,000 Hurley, New Mexico, Pollution
Control Revenue* 01/02/04 1.300 1,000,000
5,000,000 Jackson County, Mississippi, Port
Facility Revenue* 01/02/04 1.300 5,000,000
500,000 Lincoln County, Wyoming, Pollution
Control Revenue* 01/02/04 1.220 500,000
7,000,000 Lincoln County, Wyoming, Pollution
Control Revenue* 01/02/04 1.170 7,000,000
800,000 Midlothian, Texas, Pollution Control Revenue* 01/07/04 1.100 800,000
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
5
<Page>
<Table>
<Caption>
PRINCIPAL MATURITY INTEREST
AMOUNT DATE RATE VALUE
------ ---- ---- -----
MUNICIPAL BONDS (CONTINUED)
INDUSTRIAL (CONTINUED)
$ 2,600,000 Moffat County, Colorado, Pollution
Control Revenue* 01/02/04 1.300% $ 2,600,000
1,000,000 Port Arthur, Texas, Navigation District* 01/02/04 1.300 1,000,000
--------------
TOTAL INDUSTRIAL 45,750,000
--------------
MISCELLANEOUS (11.0%)
1,500,000 California Housing Finance Agency* 01/07/04 1.280 1,500,000
2,800,000 California Housing Finance Agency* 01/12/04 0.770 2,800,000
15,000,000 California State 06/16/04 2.000 15,057,031
650,000 California State Public Works Board 12/01/04 5.250 674,202
1,365,000 Clayton County, Georgia, Housing Authority* 01/12/04 1.500 1,365,000
1,500,000 Colorado Housing & Finance Authority* 01/07/04 1.250 1,500,000
5,500,000 Michigan State Housing Development Authority,
Rental Housing Revenue* 01/07/04 1.120 5,500,000
1,000,000 New Hampshire Municipal Bond Bank 08/15/04 4.500 1,020,668
900,000 New York State Local Government
Assistance Corp.* 01/07/04 1.050 900,000
4,400,000 New York, New York, City Transitional
Finance Authority* 01/02/04 1.340 4,400,000
700,000 New York, New York, City Transitional
Finance Authority* 01/02/04 1.280 700,000
6,000,000 New York, New York, City Transitional
Finance Authority* 01/02/04 1.270 6,000,000
3,170,000 New York, New York, City Transitional
Finance Authority* 01/07/04 1.250 3,170,000
1,000,000 New York, New York, Municipal
Assistance Corp. 07/01/04 5.500 1,021,931
550,000 Orem, Utah, Municipal Building Authority 06/15/04 4.500 558,437
1,000,000 Rhode Island Convention Center Authority 05/15/04 4.900 1,014,011
5,000,000 Texas State 08/31/04 2.000 5,028,787
--------------
TOTAL MISCELLANEOUS 52,210,067
--------------
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
6
<Page>
<Table>
<Caption>
PRINCIPAL MATURITY INTEREST
AMOUNT DATE RATE VALUE
------ ---- ---- -----
MUNICIPAL BONDS (CONTINUED)
PRE-REFUNDED (a) (7.2%)
$ 500,000 Atlanta, Georgia, Water & Sewer Revenue 01/01/04 5.000% $ 509,998
2,500,000 Atlanta, Georgia, Water & Sewer Revenue 01/01/04 4.750 2,549,993
1,235,000 Charlotte, North Carolina 02/01/04 5.900 1,264,528
1,000,000 Dade County, Florida, School District 08/01/04 5.500 1,035,440
1,000,000 Dallas, Texas 02/15/04 5.000 1,004,745
1,000,000 Honolulu, Hawaii, City & County 06/01/04 6.125 1,031,165
1,000,000 Honolulu, Hawaii, City & County 06/01/04 6.000 1,029,957
600,000 Howard County, Maryland 02/15/04 5.400 609,195
1,000,000 Howard County, Maryland 02/15/04 5.250 1,015,113
1,000,000 Maryland State 06/01/04 5.300 1,022,985
750,000 Massachusetts State 08/01/04 6.000 786,014
1,040,000 Maui County, Hawaii 06/01/04 5.150 1,067,720
1,000,000 Minnesota State 10/01/04 6.000 1,036,276
1,000,000 Nebraska Public Power District 01/01/04 5.500 1,052,796
1,500,000 New York State Thruway Authority 04/01/04 5.750 1,547,521
1,000,000 New York, New York, City Municipal Water
Finance Authority 06/15/04 5.200 1,028,748
3,550,000 North Carolina State 02/01/04 4.750 3,631,581
3,005,000 Pennsylvania State 06/15/04 5.600 3,111,941
1,575,000 Plano, Texas, Independent School District 02/15/04 4.875 1,582,192
750,000 Salt Lake City, Utah, Water & Sewer Revenue 02/01/04 6.100 753,033
500,000 Stamford, Connecticut 03/15/04 5.300 514,137
930,000 Tempe, Arizona, Union High School District 07/01/04 5.000 956,942
3,300,000 Texas State 10/01/04 5.750 3,415,066
500,000 Texas State 10/01/04 5.700 517,075
1,400,000 Texas State 10/01/04 5.500 1,445,679
500,000 Wisconsin State 05/01/04 5.500 507,038
--------------
TOTAL PRE-REFUNDED 34,026,878
--------------
SPECIAL TAX (1.1%)
5,000,000 Riverside County, California, Special Tax* 01/07/04 1.100 5,000,000
--------------
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
7
<Page>
<Table>
<Caption>
PRINCIPAL MATURITY INTEREST
AMOUNT DATE RATE VALUE
------ ---- ---- -----
MUNICIPAL BONDS (CONTINUED)
TRANSPORTATION (0.8%)
$ 1,000,000 Central Oklahoma Transportation &
Parking Authority 07/01/04 4.950% $ 1,019,295
2,750,000 Mississippi State Highway Revenue 06/01/04 5.250 2,797,373
--------------
TOTAL TRANSPORTATION 3,816,668
--------------
UTILITIES (2.0%)
3,700,000 Jacksonville, Florida, Electric
Authority Revenue* 01/02/04 1.250 3,700,000
500,000 Louisiana State Energy & Power Authority,
Power Project Revenue 01/01/04 5.500 500,000
2,000,000 Nebraska Public Power District 01/01/04 5.250 2,000,000
1,000,000 Salt River Project, Arizona 01/01/04 5.000 1,000,000
800,000 Washington State Public Power Supply System* 01/07/04 1.150 800,000
1,400,000 Washington State Public Power Supply System* 01/07/04 1.100 1,400,000
--------------
TOTAL UTILITIES 9,400,000
--------------
WATER/SEWER (13.1%)
1,000,000 Angelina & Neches River Authority, Texas* 01/02/04 1.300 1,000,000
1,400,000 Boston, Massachusetts, Water &
Sewer Commission* 01/01/04 1.150 1,400,000
2,500,000 California State Department of
Water Resources* 01/07/04 1.300 2,500,000
2,200,000 Detroit, Michigan, Sewage Disposal Revenue* 01/07/04 1.300 2,200,000
5,000,000 Du Page, Illinois, Water Commission 05/01/04 3.000 5,031,990
3,900,000 Durham, North Carolina, Water &
Sewer Revenue* 01/01/04 1.300 3,900,000
5,500,000 Massachusetts State Water
Resources Authority* 01/02/04 1.300 5,500,000
4,000,000 Massachusetts State Water
Resources Authority* 01/07/04 1.200 4,000,000
1,550,000 Massachusetts State Water
Resources Authority* 01/07/04 1.100 1,550,000
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
8
<Page>
<Table>
<Caption>
PRINCIPAL MATURITY INTEREST
AMOUNT DATE RATE VALUE
------ ---- ---- -----
MUNICIPAL BONDS (CONTINUED)
WATER/SEWER (CONTINUED)
$ 5,900,000 Massachusetts State Water
Resources Authority* 01/07/04 1.070% $ 5,900,000
1,000,000 Massachusetts State Water
Resources Authority* 01/07/04 1.030 1,000,000
7,300,000 Metropolitan Water District of
Southern California* 01/02/04 1.250 7,300,000
780,000 Michigan Municipal Bond Authority,
Clean Water Revenue 10/01/04 5.000 802,832
4,700,000 New Jersey Economic Development Authority,
Water Facilities Revenue* 01/02/04 1.320 4,700,000
2,100,000 New York, New York, City Municipal Water
Finance Authority* 01/02/04 1.270 2,100,000
11,200,000 New York, New York, City Municipal Water
Finance Authority* 01/02/04 1.200 11,200,000
1,000,000 New York, New York, City Municipal Water
Finance Authority* 01/07/04 1.300 1,000,000
1,000,000 Ohio State Solid Waste Revenue* 01/02/04 1.340 1,000,000
--------------
TOTAL WATER/SEWER 62,084,822
--------------
TOTAL MUNICIPAL BONDS 398,598,807
--------------
COMMERCIAL PAPER (15.5%)
3,100,000 Baltimore County, Maryland 02/12/04 1.020 3,100,000
7,000,000 City of Houston, Texas 02/10/04 0.930 7,000,000
7,000,000 City of Houston, Texas 02/19/04 0.950 7,000,000
2,500,000 City of San Antonio, Texas 01/08/04 1.050 2,500,000
3,900,000 City of San Antonio, Texas 01/27/04 1.030 3,900,000
4,500,000 Howard County, Maryland 01/16/04 1.000 4,500,000
4,000,000 King County, Washington 01/12/04 1.000 4,000,000
6,700,000 Massachusetts Health & Educational
Facilities Authority 03/08/04 1.030 6,700,000
5,000,000 Montgomery County, Maryland 02/10/04 1.000 5,000,000
3,500,000 Montgomery County, Maryland 02/11/04 1.030 3,500,000
5,277,000 Municipal Electric Authority, Georgia 01/14/04 1.060 5,277,000
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
9
<Page>
<Table>
<Caption>
PRINCIPAL MATURITY INTEREST
AMOUNT DATE RATE VALUE
------ ---- ---- -----
COMMERCIAL PAPER (CONTINUED)
$ 2,500,000 South Carolina State 01/08/04 1.050% $ 2,500,000
10,100,000 South Carolina State 01/28/04 1.030 10,100,000
2,547,000 Tennessee State School Bond Authority 01/08/04 1.050 2,547,000
2,520,000 Tennessee State School Bond Authority 01/28/04 1.000 2,520,000
3,205,000 Texas State Public Finance Authority 06/01/04 1.050 3,205,000
--------------
TOTAL COMMERCIAL PAPER 73,349,000
--------------
TOTAL INVESTMENTS, AT AMORTIZED COST 99.7% $ 471,947,807
OTHER ASSETS IN EXCESS OF LIABILITIES 0.3 1,652,636
----- --------------
NET ASSETS 100.0% $ 473,600,443
===== ==============
</Table>
* VARIABLE RATE INSTRUMENT. INTEREST RATES CHANGE ON SPECIFIC DATE (SUCH AS A
COUPON OR INTEREST PAYMENT DATE). THE YIELD SHOWN REPRESENTS THE DECEMBER
31, 2003 COUPON RATE.
(a) GENERAL OBLIGATION OR REVENUE BONDS THAT HAVE BEEN FULLY SECURED OR
COLLATERIZED BY AN ESCROW FUND CONSISTING OF U.S. GOVERNMENT OBLIGATIONS
THAT CAN ADEQUATELY MEET INTEREST AND PRINCIPAL PAYMENTS. FOR PRE-REFUNDED
OBLIGATIONS, THE STATED MATURITY REPRESENTS THE DATE OF REDEMPTION WHICH,
PURSUANT TO THE TERMS OF THE ESCROW AGREEMENT, HAS BEEN ACCELERATED FROM THE
ORIGINALLY STATED MATURITY DATE.
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
10
<Page>
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 2003 (UNAUDITED)
<Table>
ASSETS:
Investments, at amortized cost $ 471,947,807
Interest receivable 2,560,836
Prepaid expenses 8,024
--------------
TOTAL ASSETS 474,516,667
--------------
LIABILITIES:
Due to bank 651,277
Payables for:
Shareholder servicing/eligible insitution fees 105,570
Investment advisory fees 63,342
Administrative fees 42,228
Professional fees 15,142
Custody fees 15,069
Dividends declared 13,547
Board of Trustees' fees 1,096
Accrued expenses and other liabilities 8,953
--------------
TOTAL LIABILITIES 916,224
--------------
NET ASSETS, for 473,668,871 fund shares outstanding $ 473,600,443
==============
Net Assets Consist of:
Paid-in capital $ 473,600,443
==============
NET ASSET VALUE AND OFFERING PRICE PER SHARE $ 1.00
==============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
11
<Page>
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED DECEMBER 31, 2003 (UNAUDITED)
<Table>
NET INVESTMENT INCOME:
INCOME:
Interest $ 2,135,557
--------------
EXPENSES:
Shareholder services/eligible institution fees 560,506
Investment advisory fees 336,304
Administrative fees 224,202
Custody fees 52,453
Professional fees 16,604
Board of Trustees' fees 5,085
Miscellaneous expenses 32,584
--------------
TOTAL EXPENSES 1,227,738
Expense offset arrangement (1,824)
--------------
NET EXPENSES 1,225,914
--------------
NET INVESTMENT INCOME $ 909,643
==============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
12
<Page>
STATEMENT OF CHANGES IN NET ASSETS
<Table>
<Caption>
FOR THE SIX
MONTHS ENDED FOR THE
DECEMBER 31, 2003 YEAR ENDED
(UNAUDITED) JUNE 30, 2003
----------------- --------------
INCREASE IN NET ASSETS:
From Operations:
Net investment income $ 909,643 $ 3,084,643
Dividends declared from net investment income (901,609) (3,072,603)
-------------- --------------
Net increase in net assets from operations 8,034 12,040
-------------- --------------
From Fund Share (Principal) Transactions at Net Asset Value
of $1.00 per share:
Fund shares sold 510,292,885 866,087,031
Fund shares issued in reinvestment of dividends 509,025 2,016,449
Fund shares repurchased (502,606,171) (816,861,592)
-------------- --------------
Net increase in net assets resulting from fund share
transactions 8,195,739 51,241,888
-------------- --------------
Total increase in net assets 8,203,773 51,253,928
NET ASSETS:
Beginning of year 465,396,670 414,142,742
-------------- --------------
END OF PERIOD $ 473,600,443 $ 465,396,670
============== ==============
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
13
<Page>
BBH TAX EXEMPT MONEY FUND
FINANCIAL HIGHLIGHTS
SELECTED PER SHARE DATA AND RATIOS FOR A SHARE OUTSTANDING THROUGHOUT EACH
PERIOD
<Table>
<Caption>
FOR THE PERIOD
FROM
FEBRUARY 22,
FOR THE SIX 1999
MONTHS ENDED (COMMENCE-
DECEMBER 31, FOR THE YEAR ENDED JUNE 30, MENT OF
2003 --------------------------------------------------- OPERATIONS) TO
(UNAUDITED) 2003 2002 2001 2000 JUNE 30, 1999
------------ --------- --------- --------- --------- --------------
Net asset value,
beginning of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from
investment operations:
Net investment income 0.00(1) 0.01 0.01 0.03 0.03 0.01
Dividends to shareholders from
net investment income (0.00)(1) (0.01) (0.01) (0.03) (0.03) (0.01)
--------- --------- --------- --------- --------- ---------
Net asset value, end of period $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
========= ========= ========= ========= ========= =========
Total return 0.20% 0.72% 1.40% 3.20% 3.05% 1.03%
Ratios/Supplemental data:
Net assets, end of period
(000's omitted) $ 473,600 $ 465,397 $ 414,143 $ 199,398 $ 173,050 $ 14,654
Ratio of expenses to
average net assets 0.55%(2),(3) 0.56%(2) 0.53%(2) 0.65%(4) 0.65%(4) 0.65%(3),(4)
Ratio of net investment
income to average net assets 0.41%(3) 0.72% 1.28% 3.17% 3.24% 2.63%(3)
</Table>
- ----------
(1) LESS THAN $0.01 PER SHARE.
(2) THE RATIO OF EXPENSES TO AVERAGE NET ASSETS FOR THE SIX MONTHS ENDED
DECEMBER 31, 2003 AND FOR THE YEARS ENDED JUNE 30, 2003 AND 2002 REFLECTS
FEES REDUCED AS A RESULT OF AN EXPENSE OFFSET ARRANGEMENT WITH THE FUND'S
CUSTODIAN. HAD THIS ARRANGEMENT NOT BEEN IN PLACE, THIS RATIO WOULD HAVE
BEEN 0.55%, 0.57% AND 0.55%, RESPECTIVELY.
(3) ANNUALIZED.
(4) HAD THE EXPENSE PAYMENT AGREEMENT NOT BEEN IN PLACE, THE RATIO OF EXPENSES
TO AVERAGE NET ASSETS WOULD HAVE BEEN AS FOLLOWS:
<Table>
EXPENSES PAID BY
THE FUND N/A N/A N/A 0.62% 0.62% 1.23%(3)
EXPENSE OFFSET
ARRANGEMENT N/A N/A N/A 0.03% 0.03% 0.05%(3)
--------- --------- ---------
GROSS EXPENSES N/A N/A N/A 0.65% 0.65% 1.28%(3)
</Table>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
14
<Page>
BBH TAX EXEMPT MONEY FUND
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2003 (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. At December 31, 2003, there were four series of the
Trust.
The Fund's financial statements are prepared in accordance with accounting
principles generally accepted in the United States of America, which require
management to make certain estimates and assumptions at the date of the
financial statements and are based, in part, on the following accounting
policies. Actual results could differ from those estimates.
A. VALUATION OF INVESTMENTS. The Fund values its investments at amortized
cost, which approximates market value. The amortized cost method values a
security at its cost at the time of purchase and thereafter assumes a
constant amortization to maturity of any discount or premium. The Fund's
use of amortized cost is in compliance with Rule 2a-7 of the Investment
Company Act of 1940.
B. INTEREST INCOME. Interest income consists of interest accrued and discount
earned (including both original issue and market discount) and premium
amortization on the investments of the Fund, accrued ratably to the date
of maturity.
C. FEDERAL INCOME TAXES. Each series of the Trust is treated as a separate
entity for federal income tax purposes. It is the Fund's policy to comply
with the provisions of the Internal Revenue Code applicable to regulated
investment companies and to distribute all of its taxable income to its
shareholders. Accordingly, no federal income tax provision is required. At
December 31, 2003, the cost of investments for federal income tax purposes
was equal to the amortized cost of investments for financial statement
purposes.
D. DIVIDENDS AND DISTRIBUTIONS. Dividends from net investment income are
declared daily and paid monthly to shareholders.
E. OTHER. Investment transactions are accounted for on the trade date.
Realized 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
15
<Page>
with the Securities and Exchange Commission under the Investment Advisors Act
of 1940. For the six months ended December 31, 2003, the Fund incurred
$336,304 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
subadministration services agreement with Federated Services Company ("FSC")
for which FSC receives compensation paid by BBHTC. For the six months ended
December 31, 2003, the Fund incurred $224,202 for administrative services.
SHAREHOLDER SERVICING/ELIGIBLE INSTITUTION AGREEMENT. The Trust has a
shareholder servicing agreement and an eligible institution agreement with
BBH for which BBH receives a fee from the Fund calculated daily and paid
monthly at an annual rate equivalent to 0.25% of the Fund's average daily net
assets. For the six months ended December 31, 2003, the Fund incurred
$560,506 for shareholder servicing/eligible institution services.
BOARD OF TRUSTEES' FEES. Each Trustee receives an annual fee as well as
reimbursement for reasonable out-of-pocket expenses from the Fund. For the
six months ended December 31, 2003, the Fund incurred $5,085 for Trustees'
fees.
CUSTODY FEES. The Fund has a custody agreement with BBH for which BBH
receives a fee calculated and paid monthly. For the six months ended December
31, 2003, the Fund incurred $52,453 for custody services. These fees were
reduced by $1,824 as a result of an expense offset arrangement with the
Fund's custodian.
3. INVESTMENT TRANSACTIONS. The Fund invests primarily in debt securities issued
by municipalities. The ability of the issuers of the debt securities to meet
their obligation may be affected by economic developments in a specific state
or municipality. The aggregate holdings by state ranged from 0.1% to 11.9% of
investments. At December 31, 2003, the five largest holdings by state were
Texas 11.9%; New York 10.7%; Massachusetts 7.7%; California 7.6% and Maryland
5.9%.
4. FEDERAL INCOME TAX STATUS. At June 30, 2003, the Fund had a net capital loss
carryover, which is available to offset future capital gains to the extent
provided by regulations as follows:
<Table>
<Caption>
EXPIRATION DATE AMOUNT
--------------- --------
June 30, 2010 $ 8,959
June 30, 2011 231
--------
$ 9,190
========
</Table>
To the extent that this net capital loss carryover is used to offset future
capital gains, it is probable the gains so offset will not be distributed to
shareholders since any such distributions may be taxable to shareholders as
ordinary income.
16
<Page>
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.
[BROWN BROTHERS HARRIMAN LOGO]
ITEM 2. CODE OF ETHICS.
(a) As of December 31, 2003 the registrant has adopted a code of ethics that
applies to the principle executive officer, principle financial officer,
and principle accounting officer.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
a) The Trust's board has designated two members
of the audit committee as
financial experts.
b) The independent audit committee members
Arthur Miltenberger and David Feldman
are the designated audit committee financial experts.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable at this time. Applicable for annual reports filed for the first
fiscal year ending after December 15, 2003.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
(a) The Trust has a separately designated audit committee. The members of
the audit committee are: Eugene P. Beard ,Richard Carpenter,
David P. Feldman, J. Angus Ivory, Alan G. Lowy and Arthur D. Miltenberger,
ITEM 6. [RESERVED]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable all series of the Trust are open end
management investment companies.
ITEM 8. [RESERVED]
ITEM 9. CONTROLS AND PROCEDURES.
(a) Based upon their evaluation of the registrant's disclosure controls and
procedures as conducted within 90 days of the filing date of this Form
N-CSR, the registrant's principal financial officer and principal executive
officer have concluded that those disclosure controls and procedures
provide reasonable assurance that the material information required to be
disclosed by the registrant on this report is recorded, processed,
summarized and reported within the time periods specified in the Securities
and Exchange Commission's rules and forms.
(b) There were no significant changes in the registrant's internal controls or
in other factors that could significantly affect these controls subsequent
to the date of their evaluation.
ITEM 10. EXHIBITS.
File the exhibits listed below as part of this Form. Letter or number the
exhibits in the sequence indicated.
(a) Any code of ethics, or amendment thereto, that is the subject of the
disclosure required by Item 2, to the extent that the registrant intends to
satisfy the Item 2 requirements through filing of an exhibit: A copy of
the code of ethics is available and can be mailed, free of charge, to
anyone by calling (800) 575-1265.
(b) A separate certification for each principal executive officer and
principal financial officer of the registrant as required by Rule 30a-2(a)
under the Act (17 CFR 270.30a-2): Attached hereto.
[If the report is filed under Section 13(a) or 15(d) of the Exchange Act,
provide the certifications required by Rule 30a-2(b) under the Act (17 CFR
270.30a-2(b)) and Section 1350 of Chapter 63 of Title 18 of the United
States Code (18 U.S.C. 1350) as an exhibit. A certification furnished
pursuant to this paragraph will not be deemed "filed" for the purposes of
Section 18 of the Exchange Act (15 U.S.C. 78r), or otherwise subject to the
liability of that section. Such certification will not be deemed to be
incorporated by reference into any filing under the Securities Act of 1933
or the Exchange Act, except to the extent that the registrant specifically
incorporates it by reference: Attached hereto.][The submission of Section
906 certifications has been proposed by the SEC, but has not yet been
finalized. The SEC has encouraged issuers to submit Section 906
certifications as an exhibit to Form N-CSR until the final rule has been
adopted. Please see Proposed Rule: Certification of Disclosure in Certain
Exchange Act Reports, Release No. 33-8212 (March 21, 2003)].
I, 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: February 29, 2004
/s/ John A. Nielsen
______________________________________
John A. Nielsen
President - Principal Executive Officer
I, Michael D. Martins, certify that:
1. I have reviewed this report on Form N-CSR of BBH Trust on
behalf of: BBH Money Market Fund, BBH U.S. Treasury Money Fund,
BBH Tax 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: February 29, 2004
/s/ Michael D. Martins
_______________________________________
Michael D. Martins
Treasurer - Principal Financial Officer
SECTION 906 CERTIFICATION
Pursuant to 18 U.S.C.ss. 1350, the undersigned officers of BBH Trust on
behalf of: BBH Money Market Fund, BBH U.S. Treasury Money Fund, BBH Tax
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 12/31/03
(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: February 29, 2004
/s/ John A. Nieslen
____________________________________________
John A. Nielsen
Title: President, Principal Executive Officer
Dated: February 29, 2004
/s/ Michael D. Martins
____________________________________________
Michael D. Martins
Title: Treasurer, Principal Financial Officer
This certification is being furnished solely pursuant to 18 U.S.C.ss. 1350 and
is not being filed as part of the Report or as a separate
disclosure document.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) BBH TRUST
-------------------------------------
By (Signature and Title)* /s/ John A. Nielsen
-----------------------------------------------------
John A. Nielsen, President
(Principle Executive Officer)
Date: February 29, 2004
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: February 29, 2004
* Print name and title of each signing officer under his or her signature.