For the 12-month period ended June 30, 2012, the BBH Money Market Fund (the “Fund”) produced a total return of 0.01% for both its regular and institutional shares. We believe the performance of the Fund was competitive with industry peers, while maintaining a high degree of quality and liquidity throughout the period.

The Fund seeks to maximize income while attempting to preserve capital and maintain liquidity by investing primarily in a diversified portfolio of liquid, high-quality, short-term debt instruments. To that end, the Fund’s investments include securities issued or guaranteed as to principal and interest by the U.S. government or its agencies, deposits in and commercial paper issued by large, well-capitalized global banks, commercial paper issued by large credit worthy U.S. corporations, U.S. municipals, and repurchase agreements backed by U.S. government and agency collateral.

During the first half of the reporting period, credit conditions began to show signs of elevated stress in response to the discourse in Congress regarding the U.S. debt ceiling, weaker than expected U.S. economic data, and ongoing concerns of the European sovereign debt crisis. For non-U.S. banks, dollar-based funding became more difficult, evidenced by the more than doubling of the three-month London Interbank Offered Rate (LIBOR) from 25 to 58 basis points.

As a result of these developments, investors engaged in a “flight to quality” away from riskier assets, reducing exposure to European banks while increasing exposure to U.S. Treasuries and banks in more favored countries such as Canada and Australia. In response to the growing liquidity concerns, the European Central Bank (ECB) announced the Long-Term Refinancing Operation (LTRO) while the Federal Reserve (Fed) introduced Operation Twist and included forward rate guidance in its statement, noting that “economic conditions are likely to warrant exceptionally low levels for the federal funds rate at least through late 2014”.

During the second half of the reporting period, the Fed maintained its accommodative monetary policy anchoring money market rates near historically low levels. The Fed’s declaration to maintain exceptionally low short-term interest rates coupled with expectation of an expansion to the Fed’s current policy reduced investor apprehension relative to the beginning of the reporting period. Despite the improved tone in the market, investors remain cautious due to slow U.S. economic growth, the unresolved European sovereign debt crisis, and speculation of additional government regulation.

The investment team for the BBH Money Market Fund maintained what it believed to be a conservative investment strategy throughout the period. We continue to perform our own rigorous credit assessment of all securities purchased for the Fund and do not rely on rating agency opinions to determine credit quality. To date, the investment team has delivered a consistently competitive return and ample liquidity.

Performance data quoted represents past performance, which is no guarantee of future results. Investment return and principal value will fluctuate, so that an investor’s shares, when redeemed, may be worth more or less than their original cost. Mutual fund performance changes over time and current performance may be lower or higher than what is stated. For current to the most recent month end performance and after tax returns, contact the Fund at 1-800-625-5759.

An investment in the Fund is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund.

We have audited the accompanying statement of assets and liabilities, including the portfolio of investments, of BBH Money Market Fund (a series of BBH Trust) (the “Fund”) as of June 30, 2012, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. Our procedures included confirmation of securities owned as of June 30, 2012, by correspondence with the custodian and brokers. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of BBH Money Market Fund as of June 30, 2012, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America.

All data as of June 30, 2012. The Fund’s breakdown by security type is expressed as a percentage of net assets and may vary over time.

The Fund is required to disclose information regarding the fair value measurements of the Fund’s assets and liabilities. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The disclosure requirement established a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable inputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that market participants would use in pricing the asset or liability, including for example, the risk inherent in a particular valuation technique used to measure fair value including such pricing model and/or the risk inherent in the inputs to the valuation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs are inputs that reflect the Fund’s own considerations about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.

Inputs are used in applying the various valuation techniques and broadly refer to the assumptions that market participants use to make valuation decisions, including assumptions about risk. Inputs may include price information, specific and broad credit data, liquidity statistics, and other factors. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. However, the determination of what constitutes “observable” requires significant judgment by the Investment Manager. The Investment Manager considers observable data to be that market data which is readily available, regularly distributed or updated, reliable and verifiable, not proprietary, and provided by independent sources that are actively involved in the relevant market. The categorization of a financial instrument within the hierarchy is based upon the pricing transparency of the instrument and does not necessarily correspond to the Investment Manager’s perceived risk of that instrument.

Financial assets whose values are based on quoted market prices in active markets, and therefore classified within level 1, include active listed equities, exchange traded derivatives, U.S. government treasury bills and certain non-U.S. sovereign obligations. The Fund does not adjust the quoted price for these instruments.

Financial instruments that trade in markets that are not considered to be active but are valued based on quoted market prices, dealer quotations or alternative pricing sources supported by observable inputs are classified within level 2. These include investment-grade corporate bonds, U.S. Treasury notes and bonds, and certain non-U.S. sovereign obligations, listed equities and over-the counter derivatives. As level 2 financial assets include positions that are not traded in active markets and/or are subject to transfer restrictions, valuations may be adjusted to reflect illiquidity and/or non-transferability, which are generally based on available market information.

Financial assets classified within level 3 have significant unobservable inputs, as they trade infrequently. Level 3 financial assets include private equity and corporate debt securities. As observable prices are not available for these securities, valuation techniques are used to derive fair value. The Fund does not classify any holdings at level 3.

At June 30, 2012, 100% of the Fund’s investments were valued using amortized cost, in accordance with Rule 2a-7 under the Investment Company Act of 1940, as amended (“1940 Act”). Amortized cost approximates the fair value of a security, but since the value is not obtained from a quoted price in an active market, securities valued at amortized cost are considered to be valued using Level 2 inputs.

Because of the inherent uncertainties of valuation, the values reflected in the financial statements may materially differ from the value received upon the actual sale of those investments.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of June 30, 2012.

Selected per share data and ratios for an Institutional Share outstanding throughout each year

the value of the underlying security each day to ensure that the value of the security always equals or exceeds the repurchase price. Repurchase agreements are subject to credit risks. Information regarding repurchase agreements held by the Fund is included in the Portfolio of Investments.

The Fund is subject to the provisions of ASC 740 Income Taxes (“ASC 740”). ASC 740 sets forth a minimum threshold for financial statement recognition of the benefit of a tax position taken or expected to be taken in a tax return. The Fund did not have any unrecognized tax benefits as of June 30, 2012, nor were there any increases or decreases in unrecognized tax benefits for the year then ended. The Fund recognizes interest and penalties, if any, related to unrecognized tax benefits as an income tax expense in the Statement of Operations. During the year ended June 30, 2012, the Fund did not incur any such interest or penalties. The Fund is subject to examination by U.S. federal and state tax authorities for returns filed for the prior three fiscal years.

As of June 30, 2012 and 2011, respectively, the components of accumulated earnings/(deficit) on a tax basis were as follows:

Under the recently enacted Regulated Investment Company Modernization Act of 2010, the Fund will be permitted to carry forward capital losses incurred in taxable years beginning after December 22, 2010, for an unlimited period and will retain their character as either short-term or long-term capital losses rather than being considered all short term capital losses.

Total distributions paid for tax purposes may differ from the amounts shown in the Statement of Changes in Net Assets because, for tax purposes, dividends are recognized when actually paid.

To the extent future capital gains are offset by future capital loss carryforwards, such gains will not be distributed.

In April 2011, the Financial Accounting Standards Board (FASB) released Accounting Standards Update (ASU) No. 2011-03, “Reconsideration of Effective Control for Repurchase Agreements.” This ASU amends FASB Accounting Standards Codification (ASC) Topic 860, “Transfers and Servicing”; specifically the criteria required to determine whether a repurchase agreement and similar agreements should be accounted for as sales of financial assets or secured borrowings with commitments. This

ASU is effective for fiscal years and interim periods beginning after December 15, 2011. Management has concluded that the adoption of ASU No. 2011-03 did not have a material impact on the Fund’s financial statements and the accompanying notes, net assets or results of operations.

FINANCIAL STATEMENT JUNE 30, 2012

BBH MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS (continued)

June 30, 2012

custody fee is an asset and transaction based fee. The fund accounting fee is an asset based fee calculated at 0.01% per annum on the first $1,000,000,000 of average daily net assets and, 0.005% per annum on all assets over $1,000,000,000. For the year ended June 30, 2012, the Fund incurred $279,303 in custody and fund accounting fees. These fees for the Fund were reduced by $2,548 as a result of an expense offset arrangement with the Fund’s custodian. The credit amount is disclosed in the Statement of Operations as a reduction to the Fund’s expenses. In the event that the Fund is overdrawn, under the custody agreement with BBH, BBH will make overnight loans to the Fund to cover overdrafts. Pursuant to their agreement, the Fund will pay the Federal Funds overnight investment rate on the day of the overdraft. The total interest incurred by the Fund to cover overdrafts for the year ended June 30, 2012, was $3,385.

Board of Trustees’ Fees. Each Trustee who is not an “interested person” as defined under the 1940 Act receives an annual fee and reimbursement for reasonable out-of-pocket expenses from the Fund. For the year ended June 30, 2012, the Fund incurred $110,301 in non-interested Trustee compensation and reimbursements.

Shares of Beneficial Interest. The Trust is permitted to issue an unlimited number of Regular Shares and Institutional Shares of beneficial interest, at no par value. Transactions in Regular Shares and Institutional Shares were as follows:

	For the year ended June 30, 2012					For the year ended June 30, 2011
	Shares		Dollars			Shares				Dollars
Regular Shares
Shares sold	3,412,557,112		$	3,412,557,112		3,061,959,187		$	3,061,959,187
Shares issued in
connection with
reinvestments
of dividends	13,772			13,772		15,895				15,895
Shares repurchased	(3,525,764,066	)		(3,525,764,066	)	(3,058,854,109	)			(3,058,854,109	)
Net increase (decrease)	(113,193,182	)	$	(113,193,182	)	3,120,973			$	3,120,973
Institutional Shares
Shares sold	1,688,062,462		$	1,688,062,462		2,260,373,978		$	2,260,373,978
Shares issued in
connection with
reinvestments
of dividends	30,644			30,644		115,042				115,042
Shares repurchased	(1,748,205,396	)		(1,748,205,396	)	(2,253,148,023	)			(2,253,148,023	)
Net increase (decrease)	(60,112,290	)	$	(60,112,290	)	7,340,997			$	7,340,997

BBH MONEY MARKET FUND

NOTES TO FINANCIAL STATEMENTS (continued)

June 30, 2012

Principal Risk Factors and Indemnifications.

Principal Risk Factors. Investing in the Fund may involve certain risks, as discussed in the Fund’s prospectus, including but not limited to, those described below:

A shareholder may lose money by investing in the Fund. In the normal course of business, the Fund invests in securities and enters into transactions where risks exist due to fluctuations in the market (market risk), failure of a counterparty to a transaction to perform (credit risk), changes in interest rates (interest rate risk), financial performance or leverage of the issuer (issuer risk), difficulty in being able to purchase or sell a security (liquidity risk) risks associated with investing a significant portion of its assets in government securities, certain municipal securities and U.S. bank obligations (concentration risks) or certain risks associated with investing in foreign securities not present in domestic investments (foreign investment risk). The value of securities held by the Fund may decline in response to certain events, including those directly involving the companies whose securities are held by the Fund; conditions affecting the general economy; overall market changes; local, regional or political, social or economic instability; and currency and interest rate and price fluctuations. The Fund’s exposure to these risks with respect to these financial assets held by the Fund is reflected in their value as recorded in the Fund’s Statement of Assets and Liabilities.

Please refer to the Fund’s prospectus for a complete description of the principal risks of investing in the Fund.

Indemnifications. Under the Trust’s organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to the Fund, and shareholders are indemnified against personal liability for the obligations of the Trust. Additionally, in the normal course of business, the Fund enters into agreements with service providers that may contain indemnification clauses. The Fund’s maximum exposure under these arrangements is unknown as this would involve future claims that may be made against the Fund that have not yet occurred. The risk of material loss from such claims is considered remote.

Subsequent Events. Management has evaluated events and transactions that may have occurred since June 30, 2012 through the date the financial statements were issued, that would merit recognition or additional disclosure in the financial statements. During this review nothing was discovered which would require disclosure within or adjustment to the financial statements.

FINANCIAL STATEMENT JUNE 30, 2012

BBH MONEY MARKET FUND

DISCLOSURE OF FUND EXPENSES

June 30, 2012 (unaudited)

EXAMPLE

As a shareholder of the Fund, you may incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested distributions, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution 12b-1 fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period (January 1, 2012 to June 30, 2012).

ACTUAL EXPENSES

The first line of the table provides information about actual account values and actual expenses. You may use information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during the period.

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the table provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid during the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of other funds.

BBH MONEY MARKET FUND

DISCLOSURE OF FUND EXPENSES (continued)

June 30, 2012 (unaudited)

Please note that the expenses shown in the table are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as redemption fees or exchange fees. Therefore, the second line of the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transactional costs were included, your costs would have been higher.


	Beginning Account Value January 1, 2012		Ending Account Value June 30, 2012		Expenses Paid During Period January 1, 2012 to June 30, 2012¹
Regular Shares
Actual		$1,000		$1,000		$0.85
Hypothetical²		$1,000		$1,024		$0.86

					Expenses Paid
	Beginning		Ending		During Period
	Account Value		Account Value		January 1, 2012 to
	January 1, 2012		June 30, 2012		June 30, 2012¹
Institutional Shares
Actual		$1,000		$1,000		$0.85
Hypothetical²		$1,000		$1,024		$0.86

Expenses are equal to the Fund’s annualized expense ratio of 0.17% and 0.17% for Regular and Institutional Shares, respectively, multiplied by 182/366 (to reflect the one half-year period).

Assumes a return of 5% before expenses. For the purpose of the calculation, the applicable annualized expense ratio for each class of shares is subtracted from the assumed return before expenses.

FINANCIAL STATEMENT JUNE 30, 2012

BBH MONEY MARKET FUND

CONFLICTS OF INTEREST

June 30, 2012 (unaudited)

Conflicts of Interest

Certain conflicts of interest may arise in connection with a portfolio manager’s management of the Fund’s investments, on the one hand, and the investments of other accounts for which the portfolio manager is responsible, on the other. For example, it is possible that the various accounts managed could have different investment strategies that, at times, might conflict with one another to the possible detriment of the Fund. Alternatively, to the extent that the same investment opportunities might be desirable for more than one account, possible conflicts could arise in determining how to allocate them.

Other potential conflicts might include conflicts between the Fund and its affiliated and unaffiliated service providers (e.g., conflicting duties of loyalty). In addition to providing investment management services through the Investment Adviser, BBH provides administrative, custody, fund accounting, and securities lending services to the Fund. BBH may have conflicting duties of loyalty while servicing the Fund and/or opportunities to further its own interest to the detriment of the Fund. For example, in negotiating fee arrangements with affiliated service providers, BBH may have an incentive to agree to higher fees than it would in the case of unaffiliated providers. Also, because its advisory fees are calculated by reference to the Fund’s average daily net assets, the Investment Adviser and its affiliates may have an incentive to seek to overvalue certain assets.

Arrangements regarding compensation and delegation of responsibility may create conflicts relating to administration of investment advice and valuation of securities. BBH may enter into advisory and/or referral arrangements with third parties. Such arrangements may include compensation paid by BBH to the third party. BBH may pay a solicitation fee for referrals and/or advisory or incentive fees.

BBH, including the Investment Adviser, seeks to meet its fiduciary obligation with respect to all clients including the Fund. BBH has adopted and implemented policies and procedures that seek to manage conflicts. The Investment Adviser monitors a variety of areas, including compliance with fund investment guidelines, review of allocation decisions, the investment in only those securities within the parameters of which have been approved for purchase by an oversight committee, and compliance with the Investment Adviser’s Code of Ethics. With respect to the allocation of investment opportunities, BBH has adopted and implemented policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. BBH has structured the portfolio managers’ compensation in a manner it believes is reasonably designed to safeguard the Fund from being negatively affected as a result of any such potential conflicts.

BBH MONEY MARKET FUND

CONFLICTS OF INTEREST (continued)

June 30, 2012 (unaudited)

The Trust also manages these conflicts. For example, the Fund has designated a chief compliance officer and has adopted and implemented policies and procedures designed to address the conflicts identified above and other conflicts that may arise in the course of the Fund’s operations in such a way as to safeguard the Fund from being negatively affected as a result of any such potential conflicts. The Trustees receive regular reports from the Investment Adviser and the Fund’s chief compliance officer on areas of potential conflict.

FINANCIAL STATEMENT JUNE 30, 2012

BBH MONEY MARKET FUND

ADDITIONAL FEDERAL TAX INFORMATION

June 30, 2012 (unaudited)

In January 2012, the Fund reported on Form 1099 the tax status of all distributions made during the calendar year 2011. Shareholders should use the information on Form 1099 for their income tax returns.

TRUSTEES AND OFFICERS OF BBH MONEY MARKET FUND

(unaudited)

Information pertaining to the Trustees of the BBH Trust (the “Trust”) and executive officers of the Trust is set forth below. The Statement of Additional Information for the BBH Money Market Fund includes additional information about the Fund’s Trustees and is available upon request without charge by contacting the Fund at 1-800-625-5759.


Name and Birth Date	Position(s) Held with the Trust	Term of Office# and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee^	Other Directorships Held by Trustee During Past 5 Years
Independent Trustees
Joseph V. Shields Jr.	Chairman	Since 2007	Managing Director and Chairman of	4	Chairman of
Birth Date:	of the	1990–2007	Wellington Shields & Co. LLC		Capital
March 17, 1938	Board and	with the	(member of New York Stock		Management
	Trustee	Predecessor	Exchange (“NYSE”))		Associates, Inc.
		Trust			(registered
					investment
					adviser);
					Director of
					Flowers Foods,
					Inc. (NYSE listed
					company).

David P. Feldman	Trustee	Since 2007	Retired.	4	Director of
Birth Date:		1990–2007			Dreyfus Mutual
November 16, 1939		with the			Funds
		Predecessor			(59 Funds).
		Trust

Arthur D. Miltenberger	Trustee	Since 2007	Retired.	4	None
Birth Date:		1992–2007
November 8, 1938		with the
		Predecessor
		Trust

H. Whitney Wagner	Trustee	Since 2007	President, Clear Brook Advisors, a	4	None
Birth Date:		2006–2007	registered investment advisor.
March 3, 1956		with the
		Predecessor
		Trust

Andrew S. Frazier	Trustee	Since 2010	Consultant to Western World	4	Director of
Birth Date:			Insurance Group, Inc. (“WWIG”)		WWIG
April 8, 1948			(January 2010 — January 2012)
			President and CEO of Western
			World Insurance Group, Inc.
			(1992–2009).

FINANCIAL STATEMENT JUNE 30, 2012

TRUSTEES AND OFFICERS OF BBH MONEY MARKET FUND

(unaudited)


Name and Birth Date	Position(s) Held with Trust	Term of Office# and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee^	Other Directorships Held by Trustee During Past 5 Years
Mark M. Collins	Trustee	Since 2011	Partner of Brown Investment	4	Chairman of
Birth Date:			Advisory Incorporated, a registered		Dillon Trust
November 8, 1956			investment advisor.		Company;
					Chairman of
					Keswick
					Management;
					Director of
					Domaine
					Clarence Dillon,
					Bordeaux,
					France; and
					Director of
					Pinnacle Care
					International.
Interested Trustees
Susan C. Livingston+	Trustee	Since 2011	Partner (since 1998) and Senior	4	None
Birth Date:			Client Advocate (since 2010) for
February 18, 1957			BBH&Co., Director of BBH
40 Water Street			Luxembourg S.C.A. (since 1992);
Boston, MA 02109			Director of BBH Trust Company
			(Cayman) Ltd. (2007 to April 2011);
			and BBH Investor Services (London)
			Ltd (2001 to April 2011).

John A. Gehret+	Trustee	Since 2011	Limited Partner of BBH&Co.	4	None
140 Broadway			(2012–present); General Partner of
New York, NY 10005			BBH&Co. (1998 to 2011); President
Birth Date:			and Principal Executive Officer of
April 11, 1959			the Trust (2008–2011).

Officers
Radford W. Klotz	President	Since 2011	Joined BBH&Co. in 1977 and has	N/A	N/A
140 Broadway	and		been a Partner of the firm since
New York, NY 10005	Principal		1995.
Birth Date:	Executive
December 1, 1955	Officer

Charles H. Schreiber	Treasurer	Since 2007	Senior Vice President of BBH&Co.	N/A	N/A
140 Broadway	and	2006–2007	since September 2001; joined
New York, NY 10005	Principal	with the	BBH&Co. in 1999.
Birth Date:	Financial	Predecessor
December 10, 1957	Officer	Trust

TRUSTEES AND OFFICERS OF BBH MONEY MARKET FUND

(unaudited)


Name and Birth Date	Position(s) Held with Trust	Term of Office# and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Funds in Fund Complex Overseen by Trustee^	Other Directorships Held by Trustee During Past 5 Years
Mark B. Nixon	Assistant	Since 2007	Vice President of BBH&Co. (since	N/A	N/A
140 Broadway	Secretary	2006–2007	October 2006).
New York, NY 10005		with the
Birth Date:		Predecessor
January 14, 1963		Trust

Mark A. Egert	Chief	Since 2011	CCO for Brown Brothers Harriman &	N/A	N/A
140 Broadway	Compliance		Co. (June 2011–present); Partner at
New York, NY 10005	Officer		Crowell & Moring LLP (from April
Birth Date:	(“CCO”)		2010 to May 2011); CCO of Cowen
May 25, 1962			and Company (from January 2005 to
			April 2010).

Sue M. Rim-An	Anti-	Since 2008	Anti-Money Laundering (“AML”)	N/A	N/A
140 Broadway	Money		Officer, Vice President of BBH&Co.
New York, NY 10005	Laundering		(September 2007–present); AML
Birth Date:	Officer		Officer at UBS Investment Bank
September 10, 1970			(April 2006–August 2007).

Suzan Barron	Secretary	Since 2009	Senior Vice President and Senior	N/A	N/A
50 Milk Street			Investor Services Counsel,
Boston, MA 02109			Corporate Secretary and Regulatory
Birth Date:			Support Practice of Fund
September 5, 1964			Administration, BBH&Co. since
			November 2005.

Alexander Tikonoff	Assistant	Since 2009	Assistant Vice President and	N/A	N/A
50 Milk Street	Secretary		Investor Services Counsel, BBH&Co.
Boston, MA 02109			(since August 2006).
Birth Date:
December 23, 1974

Rowena Rothman	Assistant	Since 2011	Vice President of BBH&Co. (since	N/A	N/A
140 Broadway	Treasurer		2009); Finance and Accounting
New York, NY 10005			Consultant at The Siegfried Group
Birth Date:			(2007–2009).
October 24, 1967

All officers of the Trust hold office for one year and until their respective successors are chosen and qualified (subject to the ability of the Trustees to remove any officer in accordance with the Trust’s By-Laws). Except for Ms. Livingston, Mr. Collins, and Mr. Frazier, the Trustees previously served on the Board of Trustees of the Predecessor Trust.

The Fund Complex consists of the Trust, which has four series, and each series is counted as one “Fund” for purposes of this table.

FINANCIAL STATEMENT JUNE 30, 2012


ADMINISTRATOR	INVESTMENT ADVISER
BROWN BROTHERS HARRIMAN & CO.	BROWNBROTHERS HARRIMAN
140 BROADWAY	MUTUAL FUND ADVISORY
NEW YORK, NY 10005	DEPARTMENT
	140 BROADWAY
DISTRIBUTOR	NEW YORK, NY 10005
ALPS DISTRIBUTORS, INC.
1290 BROADWAY, SUITE 1100
DENVER, CO 80203

SHAREHOLDER SERVICING AGENT
BROWN BROTHERS HARRIMAN & CO.
140 BROADWAY
NEW YORK, NY 10005
(800) 625-5759

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.

The Fund files with the SEC a complete schedule of its portfolio holdings, as of the close of the first and third quarters of its fiscal year, on “Form N-Q.” Information on Form N-Q is available without charge and upon request by calling the Funds at the toll-free number listed above. A text only version can be viewed online or downloaded from the SEC’s website at http://www.sec.gov; and may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-SEC-0330 for information on the operation of the Public Reference Room). You may also access this information from the BBH Funds website at www.bbhfunds.com.

A summary of the Fund’s Proxy Voting Policy that the Fund uses to determine how to vote proxies, if any, relating to securities held in the Fund’s portfolio, as well as a record of how the Fund voted any such proxies during the most recent 12-month period ended June 30, is available upon request by calling the toll-free number listed above. This information is also available from the Edgar database on the SEC’s website at www.sec.gov.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

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.

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.


BREAKDOWN BY SECURITY TYPE AND OTHER ASSETS
		U.S. $ Value	Percent of Net Assets
Certificates of Deposit	$	285,115,257	18.5	%
Commercial Paper		235,942,206	15.3
Municipal Bonds		213,309,000	13.8
U.S. Government Agency Obligations		304,954,179	19.8
U.S. Treasury Bills		134,990,241	8.8
Time Deposits		167,900,000	10.9
Repurchase Agreements		155,000,000	10.1
Cash and Other Assets in Excess of Liabilities		42,338,968	2.8
NET ASSETS	$	1,539,549,851	100.0	%


Principal Amount			Maturity Date	Interest Rate	Value
		CERTIFICATES OF DEPOSIT (18.5%)
$	43,100,000	Bank of Montreal	07/03/12	0.190%	$	43,100,024
40,000,000		Bank of Tokyo-Mitsubishi UFJ Ltd.	08/30/12	0.320	40,000,333
40,000,000		Credit Suisse	08/14/12	0.270	40,000,000
12,000,000		DnB NOR Bank ASA	08/20/12	0.260	12,000,000
28,000,000		DnB NOR Bank ASA	09/10/12	0.300	28,000,000
22,000,000		Rabobank Nederland NV	09/04/12	0.380	22,002,380
18,000,000		Rabobank Nederland NV	09/17/12	0.570	18,011,287
40,000,000		Standard Chartered Bank	09/12/12	0.290	40,000,810
22,000,000		Svenska Handelsbanken	09/04/12	0.285	22,000,198
20,000,000		Svenska Handelsbanken	09/20/12	0.305	20,000,225
		Total Certificates of Deposit			285,115,257

		COMMERCIAL PAPER (15.3%)
10,000,000		Barclays U.S. Funding Corp.¹	07/02/12	0.070	9,999,980
40,000,000		Barclays U.S. Funding Corp.¹	07/16/12	0.200	39,996,667
30,000,000		Deutsche Bank Financial LLC¹	07/30/12	0.330	29,992,025
40,000,000		ING US Funding LLC¹	08/30/12	0.330	39,978,000
8,000,000		Inova Health System Foundation¹	09/12/12	0.170	7,997,242
8,000,000		Johns Hopkins University	07/12/12	0.150	8,000,000
20,000,000		National Australia Funding
		Delaware, Inc.^1,2	07/02/12	0.135	19,999,925
20,000,000		National Australia Funding
		Delaware, Inc.^1,2	09/17/12	0.210	19,990,900
20,000,000		Societe Generale NA¹	07/02/12	0.200	19,999,889
40,000,000		UBS Finance Delaware LLC¹	08/22/12	0.215	39,987,578
		Total Commercial Paper			235,942,206

		MUNICIPAL BONDS (13.8%)
1,700,000		Buncombe County, North Carolina³	07/09/12	0.280	1,700,000
2,000,000		Buncombe County, North Carolina³	07/09/12	0.280	2,000,000
2,000,000		Buncombe County, North Carolina³	07/09/12	0.280	2,000,000
14,000,000		California State Health Facilities
		Financing Authority³	07/09/12	0.150	14,000,000
9,290,000		Charlotte, North Carolina³	07/09/12	0.180	9,290,000


Principal Amount			Maturity Date	Interest Rate	Value

		MUNICIPAL BONDS (continued)
$	14,000,000	Connecticut State Health & Educational
		Facility Authority³	07/09/12	0.130%	$	14,000,000
4,190,000		Guilford County, North Carolina³	07/09/12	0.160	4,190,000
5,345,000		Houston, Texas, Higher Education
		Finance Corp.³	07/09/12	0.180	5,345,000
8,021,000		Illinois State Finance Authority³	07/09/12	0.130	8,021,000
9,830,000		Illinois State Finance Authority³	07/09/12	0.220	9,830,000
13,995,000		Kansas State Department of
		Transportation³	07/09/12	0.160	13,995,000
14,673,000		Massachusetts State Development
		Finance Agency³	07/09/12	0.160	14,673,000
12,100,000		Massachusetts State Health &
		Educational Facilities Authority³	07/09/12	0.130	12,100,000
275,000		Massachusetts State Health &
		Educational Facilities Authority³	07/09/12	0.250	275,000
11,495,000		Metropolitan Water District of
		Southern California³	07/09/12	0.220	11,495,000
2,395,000		New Hampshire State Health &
		Education Facilities Authority³	07/09/12	0.150	2,395,000
13,425,000		New Hampshire State Health &
		Education Facilities Authority³	07/09/12	0.150	13,425,000
3,665,000		New Jersey State Educational
		Facilities Authority³	07/09/12	0.150	3,665,000
4,520,000		New York State Dormitory Authority³	07/09/12	0.150	4,520,000
4,200,000		North Carolina State Capital Facilities
		Finance Agency³	07/09/12	0.170	4,200,000
3,850,000		North Carolina State Medical Care
		Commission³	07/09/12	0.150	3,850,000
4,700,000		State of Ohio³	07/09/12	0.150	4,700,000
1,000,000		Oklahoma State Turnpike Authority³	07/02/12	0.170	1,000,000
14,000,000		Pennsylvania State Turnpike
		Commission³	07/09/12	0.320	14,000,000
6,200,000		Private Colleges & Universities
		Authority³	07/09/12	0.140	6,200,000


Principal Amount			Maturity Date	Interest Rate	Value
		MUNICIPAL BONDS (continued)
$	11,600,000	San Diego County, California, Regional
		Transportation Commission³	07/09/12	0.150%	$	11,600,000
7,185,000		Tempe, Arizona³	07/09/12	0.180	7,185,000
13,655,000		University of Michigan³	07/09/12	0.160	13,655,000
		Total Municipal Bonds			213,309,000

		U.S. GOVERNMENT AGENCY
		OBLIGATIONS (19.8%)
50,000,000		Fannie Mae Discount Notes¹	07/25/12	0.105	49,996,500
40,000,000		Fannie Mae Discount Notes¹	09/05/12	0.115	39,991,566
25,000,000		Fannie Mae Discount Notes¹	09/12/12	0.115	24,994,170
45,000,000		Federal Home Loan Bank
		Discount Notes¹	07/25/12	0.090	44,997,300
25,000,000		Federal Home Loan Bank
		Discount Notes¹	08/10/12	0.120	24,996,667
45,000,000		Federal Home Loan Bank
		Discount Notes¹	09/19/12	0.125	44,987,500
50,000,000		Freddie Mac Discount Notes¹	08/07/12	0.075	49,996,146
25,000,000		Freddie Mac Discount Notes¹	09/10/12	0.115	24,994,330
		Total U.S. Government
		Agency Obligations			304,954,179

		U.S. TREASURY BILLS (8.8%)
50,000,000		U.S. Treasury Bill¹	07/19/12	0.065	49,998,375
85,000,000		U.S. Treasury Bill^1,4	08/23/12	0.065	84,991,866
		Total U.S. Treasury Bills			134,990,241

		TIME DEPOSITS (10.9%)
42,900,000		BNP Paribas	07/02/12	0.120	42,900,000
50,000,000		HSBC Bank	07/02/12	0.050	50,000,000
20,000,000		Societe Generale	07/02/12	0.180	20,000,000
55,000,000		Wells Fargo	07/02/12	0.100	55,000,000
		Total Time Deposits			167,900,000


Principal Amount			Maturity Date	Interest Rate	Value

		REPURCHASE AGREEMENTS (10.1%)
$	30,000,000	BNP Paribas (Agreement dated 06/29/12
		collateralized by FNMA 2.500%, due
		06/01/22, value $30,600,000)	07/02/12	0.190%	$	30,000,000
40,000,000		Deutsche Bank Securities, Inc.
		(Agreement dated 06/29/12 collateralized
		by U.S. Treasury Bond 0.250%, due
		01/15/15, value $40,800,073)	07/02/12	0.200	40,000,000
55,000,000		Royal Bank of Canada (Agreement
		dated 06/29/12 collateralized by
		FHLMC 2.471%, due 06/01/42,
		value $17,175,011, FNMA 3.771%,
		due 12/01/39, value $38,924,989)	07/02/12	0.140	55,000,000
30,000,000		Societe Generale Securities, Inc.
		(Agreement dated 06/29/12
		collateralized by FHLMC 2.922%, due
		05/01/35, value $27,180,825, FNMA
		2.783%, due 07/01/39, value $3,419,175)	07/02/12	0.170	30,000,000
		Total Repurchase Agreements			155,000,000

TOTAL INVESTMENTS AT AMORTIZED COST				97.2%	$1,497,210,883
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES				2.8	42,338,968
NET ASSETS				100.0%	$1,539,549,851


Investments, at value	(Unadjusted) Quoted Prices in Active Markets for Identical Investments (Level 1)*		Significant Other Observable Inputs (Level 2)*		Significant Unobservable Inputs (Level 3)*		Balance as of June 30, 2012
Certificates of Deposit		–	$	285,115,257		–	$	285,115,257
Commercial Paper		–		235,942,206		–		235,942,206
Municipal Bonds		–		213,309,000		–		213,309,000
U.S. Government Agency
Obligations		–		304,954,179		–		304,954,179
U.S. Treasury Bills		–		134,990,241		–		134,990,241
Time Deposits		–		167,900,000		–		167,900,000
Repurchase Agreements		–		155,000,000		–		155,000,000
Total Investments, at value		–	$	1,497,210,883		–	$	1,497,210,883


ASSETS:
Investments (including repurchase agreements of $155,000,000)	$	1,497,210,883
Cash		12,889
Receivables for:
Investments sold		42,546,088
Interest		151,399
Prepaid assets		30,922
Total Assets		1,539,952,181

LIABILITIES:
Payables for:
Shareholder servicing fees		103,789
Custody and fund accounting fees		79,814
Professional fees		59,435
Investment advisory and administrative fees		53,276
Dividends declared		22,396
Transfer agent fees		12,244
Board of Trustees’ fees		7,813
Distribution fees		3,862
Accrued expenses and other liabilities		59,701
Total Liabilities		402,330
NET ASSETS	$	1,539,549,851
Net Assets Consist of:
Paid-in capital	$	1,539,549,010
Accumulated net investment income		841
Net Assets	$	1,539,549,851

NET ASSET VALUE AND OFFERING PRICE PER SHARE
REGULAR SHARES
($1,005,967,429 ÷ 1,005,967,340 shares outstanding)		$1.00
INSTITUTIONAL SHARES
($533,582,422 ÷ 533,582,126 shares outstanding)		$1.00


NET INVESTMENT INCOME:
Income:
Interest and other income	$	2,979,836
Expenses:
Investment advisory and administrative fees		4,090,743
Shareholder servicing fees		2,937,399
Custody and fund accounting fees		279,303
Board of Trustees’ fees		110,301
Professional fees		81,523
Distribution fees		32,087
Transfer agent fees		30,082
Miscellaneous expenses		206,414
Total Expenses		7,767,852
Expense offset arrangement		(2,548	)
Investment advisory and administrative fee/shareholder servicing
fee waivers		(4,946,841	)
Net Expenses		2,818,463
Net Investment Income		161,373

NET REALIZED GAIN:
Net realized gain on investments		18,684
Net Increase in Net Assets Resulting from Operations	$	180,057


		For the years ended June 30,
		2012				2011
INCREASE IN NET ASSETS:
Operations:
Net investment income	$	161,373			$	325,887
Net realized gain on investments		18,684				40,686
Net increase in net assets resulting
from operations		180,057				366,573
Distributions declared:
From net investment income:
Regular Shares		(117,846	)			(115,551	)
Institutional Shares		(62,211	)			(249,577	)
Total distributions declared		(180,057	)			(365,128	)
From Fund Share (Principal) Transactions at
Net Asset Value of $1.00 per share:
Fund shares sold		5,100,619,574				5,322,333,165
Fund shares issued in connection with
reinvestments of dividends		44,416				130,937
Fund shares repurchased		(5,273,969,462	)		(5,312,002,132		)
Net increase (decrease) in net assets resulting from
fund share transactions		(173,305,472	)			10,461,970
Total increase (decrease) in net assets		(173,305,472	)			10,463,415

NET ASSETS:
Beginning of year		1,712,855,323				1,702,391,908
End of year (including accumulated net investment
income and distributions in excess of net investment
income of $841 and $(298), respectively)	$	1,539,549,851		$	1,712,855,323


Distributions paid from:

		Ordinary income		Net long-term capital gain	Total taxable distributions		Total distributions paid
2012	:	$	180,057	–	$	180,057	$	180,057
2011	:		365,128	–		365,128		365,128


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

(a)	Audit Fees The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Registrant’s annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were $26,000 for 2012 and $26,000 for 2011.
(b)	Audit Related Fees The aggregate fees billed in each of the last two fiscal years for assurance and related services rendered to the Registrant by the principal accountant that are reasonably related to the performance of the audit of the Registrant’s financial statements and are not reported under paragraph (a) of this Item were $0 for 2012 and $0 for 2011.
(c)	Tax Fees The aggregate fees billed in each of the last two fiscal years for professional services rendered to the Registrant by the principal accountant for tax compliance, tax advice and tax planning were $3,200 for 2012 and $3,200 for 2011. These services consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local entity tax planning, advice and assistance regarding statutory, regulatory or administrative developments; and (iii) tax advice regarding tax qualification.
(d)	All Other Fees The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item were $6,900 for 2012 and $6,900 for 2011. The other services provided to the Registrant consisted of examinations pursuant to Rule 17f-2 of the Investment Company Act of 1940, as amended and filings of Form N-17f-2 “Certificate of Accounting of Securities and Similar Investments in the Custody of Management Investment Companies” with the U.S. Securities and Exchange Commission (“17f-2 Services”) in addition to audit services, tax services and 17f-2 Services provided to other series of the Registrant.

(e)(1)	Pursuant to the Registrant’s Audit Committee Charter that has been adopted by the audit committee, the audit committee shall approve all audit and permissible non-audit services to be provided to the Registrant and all permissible non-audit services to be provided to its investment adviser or any entity controlling, controlled by or under common control with the investment adviser that provides on-going services to the Registrant if the engagement relates directly to the operations and financial reporting of the Registrant. The audit committee has delegated to its Chairman the approval of such services subject to reports to the full audit committee at its next subsequent meeting.
(e)(2)	The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X, with respect to: Audit-Related Fees were 0%; Tax Fees were 0%; and Other Fees were 0%.
(f)	Not applicable
(g)	The aggregate non-audit fees billed by the Registrant's accountant for services rendered to the Registrant, and rendered to the Registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant for each of the last two fiscal years of the Registrant were $897,142 for 2012 and $1,038,432 for 2011.
(h)	The Registrant’s audit committee has considered whether the provision of non-audit services that were rendered to the Registrant’s investment adviser (not including any subadviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the Registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant’s independence.