bbhtrustncsr043009.htm

BROWN [LOGO]
BROTHERS
HARRIMAN

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Semi-Annual Report
APRIL 30, 2009
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<PAGE>

BBH CORE SELECT
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PORTFOLIO ALLOCATION
April 30, 2009 (unaudited)

SECTOR DIVERSIFICATION
Percent of
U.S. $ Value Net Assets
------------ ----------
Consumer Discretionary............................. $ 17,415,282 10.1%
Consumer Staples................................... 47,339,380 27.6
Energy............................................. 10,317,800 6.0
Financials......................................... 27,506,204 16.0
Health Care........................................ 10,168,257 5.9
Industrials........................................ 15,820,270 9.2
Information Technology............................. 28,402,691 16.5
Materials.......................................... 5,492,933 3.2
Cash and Other Assets in Excess of Liabilities..... 9,376,633 5.5
------------ -----
NET ASSETS......................................... $171,839,450 100.0%
============ =====

All data as of April 30, 2009. The Fund's sector breakdown is expressed as a
percentage of net assets and may vary over time.

The accompanying notes are an integral part of these financial statements.

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BBH CORE SELECT
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PORTFOLIO OF INVESTMENTS
April 30, 2009 (unaudited)

Shares Value
-------- ------------
COMMON STOCKS (94.5%)
CONSUMER DISCRETIONARY (10.1%)
109,450 Bed, Bath & Beyond, Inc.(1)............................. $ 3,329,469
486,025 Comcast Corp. (Class A)................................. 7,513,946
267,211 Liberty Global, Inc. (Series C)(1)...................... 4,371,572
415,150 Liberty Media Corp. - Interactive A(1).................. 2,200,295
------------
Total Consumer Discretionary............................ 17,415,282
------------
CONSUMER STAPLES (27.6%)
148,405 Cadbury, Plc. ADR....................................... 4,465,506
136,375 Coca-Cola Co............................................ 5,870,944
95,904 Costco Wholesale Corp................................... 4,660,934
90,800 Diageo, Plc. ADR........................................ 4,344,780
264,175 Nestle SA ADR........................................... 8,665,495
90,925 PepsiCo, Inc............................................ 4,524,428
201,875 Walgreen Co............................................. 6,344,931
167,904 Wal-Mart Stores, Inc.................................... 8,462,362
------------
Total Consumer Staples.................................. 47,339,380
------------

ENERGY (6.0%)
94,800 Occidental Petroleum Corp............................... 5,336,292
143,725 XTO Energy, Inc......................................... 4,981,508
------------
Total Energy............................................ 10,317,800
------------

FINANCIALS (16.0%)
125,000 AFLAC, Inc.............................................. 3,611,250
123 Berkshire Hathaway, Inc. (Class A)(1)................... 11,562,000
161,825 Chubb Corp.............................................. 6,303,084
394,625 Progressive Corp.(1).................................... 6,029,870
------------
Total Financials........................................ 27,506,204
------------
HEALTH CARE (5.9%)
153,350 Dentsply International, Inc............................. 4,388,877

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 3

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BBH CORE SELECT
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PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

Shares Value
-------- ------------
COMMON STOCKS (continued)
HEALTH CARE (continued)
152,450 Novartis AG ADR......................................... $ 5,779,380
------------
Total Health Care....................................... 10,168,257
------------

INDUSTRIALS (9.2%)
87,425 W.W. Grainger, Inc...................................... 7,333,209
318,225 Waste Management, Inc................................... 8,487,061
------------
Total Industrials....................................... 15,820,270
------------

INFORMATION TECHNOLOGY (16.5%)
110,175 Automatic Data Processing, Inc.......................... 3,878,160
395,015 Dell, Inc.(1)........................................... 4,590,074
480,325 eBay, Inc.(1)........................................... 7,910,953
234,700 Intuit, Inc.(1)......................................... 5,428,611
325,513 Microsoft Corp.......................................... 6,594,893
------------
Total Information Technology............................ 28,402,691
------------

MATERIALS (3.2%)
45,600 Ecolab, Inc............................................. 1,757,880
78,550 Vulcan Materials Co..................................... 3,735,053
------------
Total Materials......................................... 5,492,933
------------
TOTAL COMMON STOCKS (Identified cost $194,647,195)...... 162,462,817
------------

TOTAL INVESTMENTS (Identified cost $194,647,195)(2)....... 94.5% $162,462,817
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES............ 5.5 9,376,633
----- ------------
NET ASSETS................................................ 100.0% $171,839,450
===== ============

----------
(1) Non-income producing security.

(2) The aggregate cost for federal income tax purposes is $194,647,195. The
aggregate gross unrealized appreciation is $2,717,219 and the aggregate
gross unrealized depreciation is $34,901,597, resulting in net unrealized
depreciation of $32,184,378.

Abbreviations:

ADR - American Depositary Receipt.

The accompanying notes are an integral part of these financial statements.

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BBH CORE SELECT
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PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

FAIR VALUE MEASUREMENTS

The Fund adopted Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 157, Fair Value Measurements ("FAS 157"), effective
November 1, 2008. For net asset valuation determination purposes, various inputs
are used in determining the value of the Fund's investments. These inputs are
summarized in the three broad levels listed below.

-- Level 1 - quoted prices in active markets for identical investments.

-- Level 2 - other significant observable inputs (including quoted prices for
similar investments, interest rates, prepayment speeds, credit risk, etc.)

-- Level 3 - significant unobservable inputs (including the Fund's own
assumptions in determining the fair value of investments).

The following is a summary of the inputs used as of April 30, 2009 in valuing
the Fund's investment carried at value:

Investments in
Valuation Inputs Securities
---------------- --------------
Level 1 - Quoted prices......................................... $162,462,817
Level 2 - Other Significant Observable Inputs................... -
Level 3 - Significant Unobservable Inputs....................... -
------------
Total........................................................ $162,462,817
============

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 5

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BBH CORE SELECT
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STATEMENT OF ASSETS AND LIABILITIES
April 30, 2009 (unaudited)

ASSETS:
Investments in securities, at value
(identified cost $194,647,195) $162,462,817
Cash.......................................................... 7,732,297
Receivables for:
Investment sold............................................. 1,559,522
Capital stock sold.......................................... 480,099
Dividends................................................... 345,591
------------
Total Assets.............................................. 172,580,326
------------

LIABILITIES:
Payables for:
Investments purchased....................................... 428,510
Capital stock redeemed...................................... 118,015
Investment advisory and administrative fees................. 109,038
Shareholder servicing fees.................................. 34,074
Custody and accounting fees................................. 22,041
Professional fees........................................... 8,615
Board of Trustees' fees..................................... 122
Accrued expenses and other liabilities...................... 20,461
------------
Total Liabilities......................................... 740,876
------------
NET ASSETS....................................................... $171,839,450
============
Net Assets Consist of:
Par value..................................................... $ 17,366
Paid-in capital............................................... 206,759,600
Undistributed net investment income........................... 641,362
Accumulated net realized loss on investments.................. (3,394,500)
Net unrealized depreciation on investments.................... (32,184,378)
------------
Net Assets....................................................... $171,839,450
============

NET ASSET VALUE AND OFFERING PRICE PER SHARE
CLASS N SHARES
($171,839,450 / 17,365,807 shares outstanding)................ $9.90
=====

The accompanying notes are an integral part of these financial statements.

6
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BBH CORE SELECT
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STATEMENT OF OPERATIONS
For the six months ended April 30, 2009 (unaudited)

NET INVESTMENT INCOME:
Income:
Dividends (net of withholding taxes of $81,529)............. $ 1,761,728
Interest.................................................... 3,426
------------
Total Income.............................................. 1,765,154
------------
Expenses:
Investment advisory and administrative fees................. 627,843
Shareholder servicing fees.................................. 196,201
Custody and accounting fees................................. 31,907
Board of Trustees' fees..................................... 21,600
Professional fees........................................... 12,523
Miscellaneous expenses...................................... 45,422
------------
Total Expenses............................................ 935,496
Expense offset arrangement................................ (3,345)
------------
Net Expenses.............................................. 932,151
------------
Net Investment Income......................................... 833,003
============

NET REALIZED AND UNREALIZED LOSS:
Net realized loss on investments.............................. (3,236,575)
Net change in unrealized depreciation of investments.......... (8,386,778)
------------
Net Realized and Unrealized Loss............................ (11,623,353)
------------
Net Decrease in Net Assets Resulting from Operations.......... $(10,790,350)
============

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 7
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BBH CORE SELECT
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STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
For the six For the
months ended year ended
April 30, 2009 October 31,
(unaudited) 2008
-------------- -------------
<S> <C> <C>
INCREASE IN NET ASSETS:
Operations:
Net investment income .................................. $ 833,003 $ 217,357
Net realized gain (loss) on investments ................ (3,236,575) 1,450,636
Net change in unrealized depreciation on investments ... (8,386,778) (43,650,797)
------------- -------------
Net decrease in net assets resulting from operations ... (10,790,350) (41,982,804)
------------- -------------
Dividends and distributions declared:
From net investment income:
Class N ................................................ (362,166) (195,525)
From net realized gains:
Class N ................................................ (1,152,631) -
------------- -------------
Total dividends and distributions declared ........... (1,514,797) (195,525)
------------- -------------
Capital stock transactions:
Net proceeds from sales of capital stock ............... 48,057,162 118,049,777
Net assets value of capital stock issued to shareholders
for reinvestment of dividends and distributions ...... 1,357,256 23,574
Net cost of capital stock redeemed ..................... (31,705,551) (31,669,095)
------------- -------------
Net increase in net assets resulting from capital
stock transactions ................................. 17,708,867 86,404,256
------------- -------------
Total increase in net assets ......................... 5,403,720 44,225,927

NET ASSETS:
Beginning of year ........................................ 166,435,730 122,209,803
------------- -------------
End of period (including undistributed net investment
income of $641,362 and $170,525, respectively) ......... $ 171,839,450 $ 166,435,730
============= =============
</TABLE>

The accompanying notes are an integral part of these financial statements.

8
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BBH CORE SELECT
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FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a Class N share outstanding throughout
each period

<TABLE>
<CAPTION>
For the six
months ended For the years ended October 31,
April 30, 2009 -----------------------------------------------------------------
(unaudited) 2008 2007 2006 2005 2004
-------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year ....... $ 10.71 $ 13.71 $ 11.74 $ 10.20 $ 9.30 $ 8.94
------- ------- ------- ------- ------- -------
Income from investment operations:
Net investment income(1)............... 0.05 0.01 0.02 0.04 0.05 0.02
Net realized and unrealized
gain (loss) ......................... (0.77) (2.99) 2.00 1.51 0.91 0.38
------- ------- ------- ------- ------- -------
Total income (loss) from
investment operations. ............ (0.72) (2.98) 2.02 1.55 0.96 0.40
------- ------- ------- ------- ------- -------
Less dividends and distributions:
From net investment income ............ (0.02) (0.02) (0.05) (0.01) (0.06) (0.04)
From net realized gains ............... (0.07) - - - - -
------- ------- ------- ------- ------- -------
Total distributions ................. (0.09) (0.02) (0.05) (0.01) (0.06) (0.04)
------- ------- ------- ------- ------- -------
Net asset value, end of period ........... $ 9.90 $ 10.71 $ 13.71 $ 11.74 $ 10.20 $ 9.30
======= ======= ======= ======= ======= =======
Total return ............................. (6.69)% (21.76)% 17.25% 15.18% 10.31% 4.46%
Ratios/Supplemental data:
Net assets, end of period
(in millions) ....................... $ 172 $ 166 $ 122 $ 83 $ 62 $ 48
Ratio of expenses to average
net assets .......................... 1.19%(1),(2) 1.16%(1) 1.16%(1) 1.19%(1) 1.22%(1),(3) 1.20%(3)
Ratio of net investment income
to average net assets ............... 1.06%(2) 0.14% 0.18% 0.45% 0.47% 0.23%
Portfolio turnover rate ............... 6% 31% 18% 53% 59% 57%
</TABLE>

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(1) For the six months ended April 30, 2009 and the years ended October 31,
2008, 2007, 2006 and 2005, the Fund's expenses were reduced through an
expense offset arrangement with the Fund's custodian; had the arrangement
not been in place, the actual expense ratio of the Fund would been 1.19%,
1.18%, 1.19%, 1.24% and 1.27%, respectively.

(2) Annualized.

(3) Had the expense reimbursement agreement, which terminated on December 31,
2004, not been in place, the ratio of expenses to average net assets would
have been as follows: N/A, N/A, N/A, N/A, 1.24% and 1.32%, respectively.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 9
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BBH CORE SELECT
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NOTES TO FINANCIAL STATEMENTS
April 30, 2009 (unaudited)

1. Organization and Significant Accounting Policies. BBH Core Select (the
"Fund") is a separate, diversified series of BBH Trust (the "Trust"),
which is registered under the Investment Company Act of 1940, as amended
as an open-end management investment company. The Trust was originally
organized under the laws of the State of Maryland on July 16, 1990 as BBH
Fund, Inc. and re-organized as a Delaware statutory trust on June 12,
2007. The Fund commenced operations on November 2, 1998. On February 20,
2001, the Trustees reclassified the Fund's outstanding shares as "Class
N", and established a new class of shares designated as "Class I". As of
April 30, 2009, there were no Class I shares outstanding. At April 30,
2009, there were five 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. (1) The value of investments listed on a
securities exchange is based on the last sale price on that exchange
prior to the time when assets are valued, or in the absence of
recorded sales, at the average of readily available closing bid and
asked prices on such exchange; (2) unlisted securities are valued at
the average of the quoted bid and asked prices in the over-the-
counter market; (3) 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 Trust's Board of Trustees; (4)
short-term investments which mature in 60 days or less are valued at
amortized cost if their original maturity was 60 days or less, or by
amortizing their value on the 61st day prior to maturity, if their
original maturity when acquired by the Fund was more than 60 days,
unless this is determined not to represent fair value by the Trust's
Board of Trustees.

B. Accounting for Investment and Income. Security transactions are
accounted for on the trade date. Realized gains and losses on
security transactions are determined on the identified cost method.
Dividend income and other distributions from portfolio securities
are recorded on the ex- dividend date. Non-cash dividends included
in dividend income, if any, are recorded at the fair market value of
securities received. Distributions received on securities that
represent a return of capital or a capital gain are recorded as a
reduction of cost of investments and/or as a realized gain. Interest
income is accrued daily. Investment income is recorded net of
foreign taxes withheld where recovery of such tax is uncertain.

C. Securities Lending. The Fund may lend its portfolio securities to
broker-dealers, qualified banks and certain institutional investors.
The loans are secured by collateral in an amount equal to at least
the market value at all times of the loaned securities plus any
accrued interest and dividends. During the time the securities are
on loan, the Fund will continue to receive the interest and

10
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BBH CORE SELECT
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NOTES TO FINANCIAL STATEMENTS
April 30, 2009 (unaudited)

dividends or amounts equivalent thereto, on the loaned securities
while receiving a fee from the borrower or earning interest on the
investment of the cash collateral. Loans are subject to termination
at the option of the borrower or the Fund. Upon termination of the
loan, the borrower will return to the lender securities identical to
the loaned securities. The Fund may pay reasonable finders',
administrative and custodial fees in connection with a loan of its
securities and may share the interest earned on the collateral with
the borrower. The Fund bears the risk of delay in recovery of, or
even loss of rights in, the securities loaned should the borrower of
the securities fail financially. There were no securities on loan as
of April 30, 2009.

D. Federal Income Taxes. It is the Trust's policy to comply with the
requirements of the Internal Revenue Code (the "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. The Fund files a tax return annually using
tax accounting methods required under provisions of the Code which
may differ from accounting principles generally accepted in the
United States of America, the basis on which these financial
statements are prepared. Accordingly, the amount of net investment
income and net realized gain reported on these financial statements
may differ from that reported on the Fund's tax return due to
certain book-to-tax differences such as losses deferred due to "wash
sale" transactions and utilization of capital loss carry forwards.
These differences may result in temporary over-distributions for
financial statement purposes and are classified as distributions in
excess of accumulated net realized gains or net investment income.
These distributions do not constitute a return of capital. Permanent
differences are reclassified on the Statement of Assets and
Liabilities based upon their tax classification. As such, the
character of distributions to shareholders reported in the Financial
Highlights table may differ from that reported to shareholders on
Form 1099-DIV.

E. Dividends and Distributions to Shareholders. Dividends and
distributions to shareholders, if any, are paid annually and are
recorded on the ex-dividend date. The tax character of distributions
paid during the fiscal years ended October 31, 2008 and 2007,
respectively, were as follows:

Distributions paid from:
--------------------------------------------------------------------------------
Net Total Total
Ordinary long-term taxable Tax return distributions
income capital gain distributions of capital paid
-------- ------------ ------------- ---------- -------------
2008: $195,525 - $195,525 - $195,525
2007: 350,622 - 350,622 - 350,622

FINANCIAL STATEMENT APRIL 30, 2009 11

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BBH CORE SELECT
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NOTES TO FINANCIAL STATEMENTS
April 30, 2009 (unaudited)

As of October 31, 2008 and 2007, respectively, the components of
accumulated earnings/(deficit) on a tax basis were as follows:

<TABLE>
<CAPTION>
Components of accumulated earnings/(deficit):
---------------------------------------------------------------------------------------------------------------------------------
Other Total
Undistributed Undistributed Accumulated book/tax Unrealized accumulated
ordinary long-term Accumulated capital and temporary appreciation/ earnings/
income capital gain earnings other losses differences (depreciation) (deficit)
------------- ------------ ----------- ------------ ----------- -------------- -----------
<C> <C> <C> <C> <C> <C> <C> <C>
2008: $170,525 $1,151,730 $1,322,255 $ - $(157,024) $(23,797,600) $(22,632,369)
2007: 148,693 $ - 148,693 (437,645) (18,285) 19,853,197 19,545,960
</TABLE>

As of October 31, 2008 the Fund did not have a net capital loss
carryforward.

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

The differences between book-basis and tax-basis unrealized
appreciation/(depreciation) is attributable primarily to the tax
deferral of losses on wash sales.

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

F. Accounting Developments. In June 2006, the Fund adopted FASB
Interpretation No. 48 "Accounting for Uncertainty in Income Taxes"
("FIN 48"). FIN 48 provides guidance for how uncertain tax positions
should be recognized, measured, presented and disclosed in the
financial statements. FIN 48 requires the evaluation of tax
positions taken or expected to be taken in the course of preparing
the Fund's tax returns to determine whether that tax positions are
"more-likely-than-not" of being sustained by the applicable tax
authority. Tax positions not deemed to meet the more-likely-than-not
threshold would be recorded as a tax benefit or expense in the
current year. The adoption of FIN 48 had no impact on the operations
of the Fund for the six months ended April 30, 2009.

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BBH CORE SELECT
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NOTES TO FINANCIAL STATEMENTS
April 30, 2009 (unaudited)

No. 133, "Accounting for Derivative Instruments and Hedging
Activities," to require disclosures by sellers of credit
derivatives, including credit derivatives embedded in hybrid
instruments. The FSP also clarifies the effective date of SFAS 161,
whereby disclosures required by SFAS 161 are affective for financial
statements issued for fiscal years and interim periods beginning
after November 15, 2008. Management is currently evaluating the
impact the adoption of SFAS 161 will have on the Fund's financial
statements disclosures.

2. Transactions with Affiliates.

Investment Advisory and Administrative Fees. Effective June 12, 2007,
under a combined Investment Advisory and Administrative Services Agreement
("Agreement") with the Trust, Brown Brothers Harriman & Co. ("BBH")
through a separately identifiable department (the "SID") provides
investment advisory and portfolio management services to the Fund. The
Fund pays a combined fee for investment advisory and administrative
services calculated daily and paid monthly at an annual rate equivalent to
0.80% of the fund's average daily net assets. BBH has a sub-administration
services agreement with Federated Services Company ("FSC") for which FSC
receives compensation paid by BBH. For the six months ended April 30,
2009, the Fund incurred $627,843 for investment advisory and
administrative services.

Shareholder Servicing Fees. The Trust has a shareholder servicing
agreement with BBH for which BBH receives a fee from the Fund calculated
daily and paid monthly at an annual rate of 0.25% of Class N shares'
average daily net assets. For the six months ended April 30, 2009, the
Fund incurred $196,201 for shareholder servicing services.

Custody and Accounting Fees. BBH acts as a custodian and shall receive a
custody and accounting fee from the Fund calculated daily and paid
monthly. BBH holds all cash and investments and calculates the daily net
asset value. The custody fee is a transaction based fee with an annual
minimum of $30,000, and the accounting fee is calculated at 0.04% per
annum on the first $100 million of net assets, 0.02% per annum on the next
$400 million of net assets and 0.01% per annum on all net assets over $500
million. For the six months ended April 30, 2009, the Fund incurred
$31,907 for custody and accounting services. These fees were reduced by
$3,345 as a result of an expense offset arrangement with the Fund's
custodian. 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 overdraft. The total
interest paid by the Fund for the six months ended April 30, 2009 was $99.

Securities Lending Fees. The Trust has a security lending agreement with
BBH for which BBH receives a fee from the Fund for each security loaned.
For the six months ended April 30, 2009, the Fund incurred no security
lending fees.

FINANCIAL STATEMENT APRIL 30, 2009 13

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BBH CORE SELECT
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NOTES TO FINANCIAL STATEMENTS
April 30, 2009 (unaudited)

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 April 30, 2009, the Fund incurred $21,600 for these fees.

3. Investment Transactions. For the six months ended April 30, 2009, the cost
of purchases and the proceeds of sales of investment securities other than
short-term investments were $22,357,473 and $9,998,967, respectively.

4. Securities on Loan. As of April 30, 2009, the Fund had no securities on
loan.

5. Capital Stock. The Trust is permitted to issue an unlimited number of
Class N shares and Class I shares of capital stock, at no par value.
Transactions in Class N shares of capital stock were as follows:

SHARES
-----------------------------------
For the six
months ended For the
April 30, 2009 year ended
(unaudited) October 31, 2008
-------------- ----------------
Class N

Capital stock sold ....................... 5,041,630 9,237,345
Capital stock issued in connection with
reinvestment of dividends .............. 133,457 1,653
Capital stock redeemed ................... (3,342,999) (2,619,435)
---------- ----------
Net increase ............................. 1,832,088 6,619,563
========== ==========

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BBH CORE SELECT
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DISCLOSURE OF FUND EXPENSES
April 30, 2009 (unaudited)

EXAMPLE

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

The Example is based on an investment of $1,000 invested at the beginning of the
period and held for the entire period (November 1, 2008 to April 30, 2009).

ACTUAL EXPENSES

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

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

The second line of the table below provides information about hypothetical
account values and hypothet- ical 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.

FINANCIAL STATEMENT APRIL 30, 2009 15

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BBH CORE SELECT
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DISCLOSURE OF FUND EXPENSES (continued)
April 30, 2009 (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 sales
charges (loads), redemption fees, or exchange fees. Therefore, the second line
of the table is useful in comparing ongoing costs only, and will not help you
determine the relative total costs of owning different funds. In addition, if
these transactional costs were included, your costs would have been higher.

Expenses Paid
Beginning Ending During Period
Account Value Account Value November 1, 2008
November 1, 2008 April 30, 2009 to April 30, 2009(1)
---------------- -------------- --------------------
Class N
Actual............... $1,000 $ 933.10 $5.70
Hypothetical(2)...... $1,000 $1,018.89 $5.96

----------
(1) Expenses are equal to the Fund's annualized expense ratio of 1.19% for
Class N shares, multiplied by the average account value over the period,
multiplied by 181/365 (to reflect the one-half year period).

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

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BBH CORE SELECT
--------------------------------------------------------------------------------
DISCLOSURE OF FUND EXPENSES (continued)
April 30, 2009 (unaudited)

Approval of Investment Advisory/Administrative Services Agreement

At a meeting held on December 10, 2008, the Board of Trustees (the "Board") of
the Trust unanimously approved the continuance of the Investment
Advisory/Administrative Services Agreement (the "Agreement") which had been
approved by shareholders on May 23, 2007. The following is a summary of the
factors the Board took into consideration in making its determination to approve
continuance of the Agreement.

Nature, Extent and Quality of Services Provided by Brown Brothers Harriman's
Mutual Fund Advisory Department (the "SID") and Brown Brothers Harriman & Co.
("BBH")

The Board noted that, under the Agreement and with respect to each Fund, the
SID, subject to the supervision of the Board, will be responsible for providing
a continuous investment program and making purchases and sales of portfolio
securities consistent with the Funds' investment objectives and policies. The
Board also noted that BBH provides administrative services to each Fund.

The Board considered the scope and quality of services provided by the SID and
BBH under the Agreement and noted that the scope of services provided had
expanded over time. The Board considered the quality of the investment research
by the SID, the administrative capabilities provided by BBH and the other
resources BBH and the SID have dedicated to performing services for the Funds.
The Board concluded that, overall, they were satisfied with the nature, extent
and quality of services expected to be provided to each of the Funds under the
Agreement.

Costs of Services Provided and Profitability to BBH

At the request of the Board, BBH provided information concerning the
profitability of BBH's current investment advisory and other fees. The Board
also reviewed BBH's profitability data for each Fund, which also included the
effect of revenue generated by the shareholder servicing, administration,
custody, securities lending and other fees paid by the Fund. The Board discussed
the difficulty of making comparisons of profitability because comparative
information is not generally publicly available and is affected by numerous
factors, including the structure of the service provider, the types of funds it
manages and administers, its business mix, numerous assumptions regarding
allocations and the entity's capital structure and cost of capital. In
considering profitability information, the Board considered the effect of
fall-out benefits on BBH's expenses, as well as the "revenue sharing"
arrangements BBH has entered into with certain entities that distribute shares
of the Funds. The Board focused on profitability of BBH's relationships with the
Funds before taxes and distribution expenses. The Board concluded that it was
satisfied that BBH's level of profitability from its relationship with each Fund
was not excessive.

FINANCIAL STATEMENT APRIL 30, 2009 17

<PAGE>

BBH CORE SELECT
--------------------------------------------------------------------------------
DISCLOSURE OF FUND EXPENSES (continued)
April 30, 2009 (unaudited)

Fall-Out Benefits

The Board considered that the SID does not allocate the Funds' portfolio
transactions for third party research, although it did benefit from proprietary
research received from brokers that execute the Funds' purchases and sales of
securities. The Board recognized that the aggregate amount of commissions
generated by Fund transactions was unlikely to result in the Funds receiving
from full service broker dealers substantial discounts on commission rates. The
Board received and reviewed information concerning the SID's policies with
respect to allocating portfolio brokerage and discussed with BBH its approach to
obtaining and monitoring best execution.

The Board also considered that BBH receives shareholder servicing fees from
certain Funds, and is the Funds' administrator, custodian and securities lending
agent. The Board recognized that BBH's profitability would be somewhat lower if
it did not receive proprietary research for commissions or, if it did not
receive the other benefits described above.

The Board recognized that most Fund shareholders were also BBH clients, and that
substantial assets are invested in the Funds as a result of an overall
investment management program for the shareholder. The Board noted that the
Funds also derive reputational and other benefits from their association with
BBH and their use of the BBH name, which is licensed to the Funds by BBH. Thus,
the Board did not believe that BBH revenues associated with its clients should
be fairly regarded as "fallout" benefit from the Funds.

Economies of Scale

The Board noted that the Funds' fee schedules, other than the fee schedule for
BBH Money Market Fund, do not contain breakpoints. As a result, if assets
increase, the fee rates would not be reduced for these Funds on the incremental
assets. With respect to the BBH Money Market Fund, the breakpoint will be
reviewed every three (3) years by the Board, and may be adjusted upwards to take
into account the effects of inflation or such other basis as may be appropriate,
subject to the approval of shareholders to the extent required by the 1940 Act.

There may be other economies of scale because many expenses did not rise (or
fall) proportionally to increases (or decreases) in total net assets. The Board
noted that BBH had priced its services in recognition of the fact that it was
largely its own clients who were shareholders and, accordingly, sought to assure
that the cost of these services and total expenses for each Fund were fair and
reasonable. In addition, the Board noted that over the years BBH had supported
certain Funds through fee waivers and expense reimbursements. Based on
information provided to the Board over many years, the Board observed that in
the mutual fund industry as a whole, as well as among funds similar to the
Funds, there appeared to be no uniformity or pattern in the fees and asset
levels at which breakpoints (if any) apply. In light of the Funds' current size
and expense structure, the Board concluded that it was unnecessary at this time
to consider breakpoints with respect to the Funds, other than for the BBH Money
Market Fund.

<PAGE>

BBH CORE SELECT
--------------------------------------------------------------------------------
DISCLOSURE OF FUND EXPENSES (continued)
April 30, 2009 (unaudited)

Investment Results

The Board considered the investment results of each of the Funds as compared to
investment companies with its peers and with one or more selected securities
indices. In addition to the information received by the Board for the meeting
held on December 10, 2008, the Board received detailed performance information
for each Fund at each regular Board meeting during the year. At the meeting held
on December 10, 2008, the Board reviewed information showing performance of each
Fund over the prior 1-, 3-, and 5- year periods and compared the performance
information to a securities index over comparable periods.

Fee Rates

The Board considered the fee rates to be paid by each Fund to BBH. The Board
recognized that it is difficult to make comparisons of these fee rates, or of
combined advisory and administration fees, because there are variations in the
services that are included in the fees paid by other funds.

The Board considered the depth and range of services provided under the
Agreement. For example, in addition to a continuous investment program, BBH
provides, among other things, officers (including the Funds' Chief Compliance
Officer and officers to provide required certifications) and administrative
services, such as shareholder communications, and tax compliance, with the
attendant costs and exposure to liability. BBH also coordinates the provision of
services to the Funds by nonaffiliated service providers.

The following factors specific to BBH Core Select also were noted and considered
by the Board in deciding to approve the Agreement:

The Board reviewed the information showing performance of BBH Core Select versus
the Standard's & Poor's 500 Index (the "Index"). BBH Core Select outperformed
the Index both on a pre-fee and after-fee basis for all relevant periods. The
Board spent considerable time in reviewing BBH Core Select's investments and
confirming that those investments were consistent with the investment
methodology. The Board also noted BBH Core Select's expense ratio was in line
with many funds of similar size and investment mandate. Taking into account all
of the factors considered, the Board concluded that the BBH Core Select's
investment results over time and its total expense ratio had been reasonable.

Conflicts of Interest

FINANCIAL STATEMENT APRIL 30, 2009 19

<PAGE>

BBH CORE SELECT
--------------------------------------------------------------------------------
DISCLOSURE OF FUND EXPENSES (continued)
April 30, 2009 (unaudited)

flicts might include conflicts created by compensation arrangements, use of
outside consultants that manage other unaffiliated funds and conflicts relating
to selection of brokers or dealers to execute fund portfolio trades and/or
specific uses of commissions from Fund portfolio trades. BBH may direct
brokerage transactions and/or payment of a portion of client commissions ("soft
dollars") to specific brokers or dealers or other providers to pay for research
or brokerage services. The use of a broker that provides research and securities
transaction services may result in a higher commission than that offered by a
broker who does not provide such services. BBH will determine in good faith
whether the amount of commission is reasonable in relation to the value of
research and brokerage services provided. BBH may enter into advisory and/or
referral arrangements with third parties. Such arrangements are typically
entered into in accordance with a written agreement and 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 has adopted and implemented policies and procedures, including trade
allocation procedures, which are designed to manage the conflicts associated
with handling multiple accounts for multiple clients. In addition, BBH monitors
a variety of areas, including compliance with account investment guidelines, the
inclusion only of securities approved for purchase by an oversight committee,
and compliance with the Code of Ethics. Finally, BBH has structured the
portfolio managers' compensation in a manner, and the Funds have adopted
policies and procedures, reasonably designed to safeguard a Fund from being
negatively affected as a result of any such potential conflicts.

<PAGE>

INVESTMENT ADVISER AND ADMINISTRATOR
BROWN BROTHERS HARRIMAN
140 BROADWAY
NEW YORK, NY 10005

DISTRIBUTOR
EDGEWOOD SERVICES, INC.
4000 ERICSSON DRIVE
WARRENDALE, PA 15086-7561

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.

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 website at BBH.com by
clicking on "BBH Mutual Funds."

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.

BROWN [LOGO]
BROTHERS
HARRIMAN

--------------------------------------------------------------------------------
Semi-Annual Report
APRIL 30, 2009
--------------------------------------------------------------------------------

BBH INTERNATIONAL EQUITY FUND

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
PORTFOLIO ALLOCATION
April 30, 2009 (unaudited)

COUNTRY DIVERSIFICATION
Percent of
U.S. $ Value Net Assets
------------ ----------
Australia ....................................... $ 24,912,768 7.2%
Belgium ......................................... 756,210 0.2
Finland ......................................... 1,483,238 0.4
France .......................................... 35,555,079 10.3
Germany ......................................... 16,581,662 4.8
Hong Kong ....................................... 24,598,495 7.1
Italy ........................................... 5,017,287 1.5
Japan ........................................... 100,919,734 29.3
Netherlands ..................................... 4,299,889 1.2
New Zealand ..................................... 1,295,377 0.4
Singapore ....................................... 11,995,811 3.5
South Africa .................................... 1,424,438 0.4
Spain ........................................... 16,037,816 4.7
Sweden .......................................... 7,510,204 2.2
Switzerland ..................................... 21,894,622 6.4
Taiwan .......................................... 4,581,304 1.3
United Kingdom .................................. 49,051,758 14.2
Short-Term Investment ........................... 9,000,000 2.6
Cash and Other Assets in Excess of Liabilities .. 7,903,519 2.3
------------ -----
NET ASSETS ...................................... $344,819,211 100.0%
============ =====

All data as of April 30, 2009. The Fund's country diversification is expressed
as a percentage of net assets and may vary over time.

The accompanying notes are an integral part of these financial statements.

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
PORTFOLIO ALLOCATION
April 30, 2009 (unaudited)

SECTOR DIVERSIFICATION
Percent of
U.S. $ Value Net Assets
------------ ----------
Consumer Discretionary .......................... $31,244,151 9.1%
Consumer Staples ................................ 51,039,293 14.9
Diversified Operations .......................... 8,532,169 2.5
Electronics ..................................... 2,919,994 0.8
Energy .......................................... 36,353,935 10.5
Finance ......................................... 46,962,358 13.7
Health Care ..................................... 41,284,053 11.9
Industrials ..................................... 31,927,493 9.2
Information Technology .......................... 13,114,746 3.8
Materials ....................................... 8,559,545 2.4
Telecommunication Services ...................... 33,106,757 9.6
Utilities ....................................... 22,871,198 6.7
Short-Term Investment ........................... 9,000,000 2.6
Cash and Other Assets in Excess of Liabilities .. 7,903,519 2.3
------------ -----
NET ASSETS ...................................... $344,819,211 100.0%
============ =====

All data as of April 30, 2009. The Fund's sector diversification is expressed as
a percentage of net assets and may vary over time.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 3

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
April 30, 2009 (unaudited)

Shares Value
-------- ------------
COMMON STOCKS (95.1%)
AUSTRALIA (7.2%)
CONSUMER STAPLES
1,093,012 Foster's Group, Ltd. ................................. $ 4,213,056
165,909 Wesfarmers, Ltd. ..................................... 2,741,837
-----------
6,954,893
-----------
ENERGY
172,633 Woodside Petroleum, Ltd. ............................. 4,827,013
-----------
FINANCE
480,000 Lend Lease Corp., Ltd. ............................... 2,540,081
259,652 National Australia Bank, Ltd. ........................ 3,905,010
-----------
6,445,091
-----------
MATERIALS
434,671 Amcor, Ltd. .......................................... 1,521,453
-----------
TELECOMMUNICATION SERVICES
2,120,320 Telstra Corp., Ltd. .................................. 5,164,318
-----------
Total Australia ...................................... 24,912,768
-----------

BELGIUM (0.2%)
FINANCE
305,017 Fortis ............................................... 756,061
112,376 Fortis NPV(1) ........................................ 149
-----------
Total Belgium ........................................ 756,210
-----------

FINLAND (0.4%)
MATERIALS
165,742 UPM-Kymmene Oyj ...................................... 1,483,238
-----------
Total Finland ........................................ 1,483,238
-----------

FRANCE (10.3%)
CONSUMER STAPLES
136,863 Carrefour SA ......................................... 5,539,778
64,500 Groupe Danone ........................................ 3,077,214
45,000 L'Oreal SA ........................................... 3,215,383
-----------
11,832,375
-----------

The accompanying notes are an integral part of these financial statements.

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

Shares Value
-------- ------------
COMMON STOCKS (continued)
FRANCE (continued)
DIVERSIFIED OPERATIONS
61,000 LVMH Moet Hennessy Louis Vuitton SA .................. $ 4,615,968
-----------
ENERGY
110,371 Total SA ............................................. 5,524,237
-----------
FINANCE
48,969 Societe Generale ..................................... 2,479,996
-----------
HEALTH CARE
83,000 Essilor International SA ............................. 3,575,498
-----------
INDUSTRIALS
109,191 Compagnie de Saint-Gobain ............................ 3,908,300
-----------
TELECOMMUNICATION SERVICES
162,938 France Telecom SA .................................... 3,618,705
-----------
Total France ......................................... 35,555,079
-----------

GERMANY (4.8%)
CONSUMER DISCRETIONARY
97,000 Adidas AG ............................................ 3,663,870
-----------
INFORMATION TECHNOLOGY
107,000 SAP AG ............................................... 4,095,840
-----------
TELECOMMUNICATION SERVICES
341,619 Deutsche Telekom AG .................................. 4,119,420
-----------
UTILITIES
65,352 RWE AG ............................................... 4,702,532
-----------
Total Germany ........................................ 16,581,662
-----------

HONG KONG (7.1%)
DIVERSIFIED OPERATIONS
670,000 Hutchison Whampoa, Ltd. .............................. 3,916,201
-----------
ENERGY
4,650,000 CNOOC, Ltd. .......................................... 5,173,167
-----------
FINANCE
696,500 Wharf Holdings, Ltd. ................................. 2,299,543
-----------

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 5

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

Shares Value
-------- ------------
COMMON STOCKS (continued)
HONG KONG (continued)
TELECOMMUNICATION SERVICES
370,000 China Mobile, Ltd. ................................... $ 3,201,848
-----------
UTILITIES
525,000 CLP Holdings, Ltd. ................................... 3,544,425
2,100,000 Hong Kong & China Gas Co., Ltd. ...................... 3,909,502
431,500 Hongkong Electric Holdings ........................... 2,553,809
-----------
10,007,736
-----------
Total Hong Kong ...................................... 24,598,495
-----------

ITALY (1.5%)
FINANCE
1,103,188 Intesa Sanpaolo SpA .................................. 3,497,533
627,611 UniCredito Italiano SpA .............................. 1,519,754
-----------
Total Italy .......................................... 5,017,287
-----------

JAPAN (29.3%)
CONSUMER DISCRETIONARY
194,000 Denso Corp. .......................................... 4,558,704
165,000 Honda Motor Co., Ltd. ................................ 4,789,974
5,000 Nintendo Co., Ltd. ................................... 1,335,744
216,000 Sekisui House, Ltd. .................................. 1,857,073
80,400 Toyota Motor Corp. ................................... 3,142,741
-----------
15,684,236
-----------
CONSUMER STAPLES
220,000 Hoya Corp. ........................................... 3,790,804
220,000 Kao Corp. ............................................ 4,132,616
151,800 Seven & I Holdings Co., Ltd. ......................... 3,425,673
43,000 Shimamura Co., Ltd. .................................. 2,967,225
-----------
14,316,318
-----------
FINANCE
235,000 Aeon Mall Co., Ltd. .................................. 3,075,257
85,000 Daito Trust Construction Co., Ltd. ................... 3,506,254

The accompanying notes are an integral part of these financial statements.

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

Shares Value
-------- ------------
COMMON STOCKS (continued)
JAPAN (continued)
FINANCE (continued)
235,000 Mitsubishi Estate Co., Ltd. .......................... $ 3,061,629
259,500 Tokio Marine Holdings, Inc. .......................... 6,848,244
-----------
16,491,384
-----------
HEALTH CARE
95,200 Astellas Pharma, Inc. ................................ 3,101,166
200,000 Chugai Pharmaceutical Co., Ltd. ...................... 3,702,242
13,500 Eisai Co., Ltd. ...................................... 363,734
213,400 Takeda Pharmaceutical Co., Ltd. ...................... 7,573,822
-----------
14,740,964
-----------
INDUSTRIALS
173,000 Advantest Corp. ...................................... 2,726,227
140,000 Daikin Industries, Ltd. .............................. 3,730,434
54,000 Fanuc, Ltd. .......................................... 3,881,574
35,600 Hirose Electric Co., Ltd. ............................ 3,697,446
21,505 Keyence Corp. ........................................ 3,789,329
76,000 Secom Co., Ltd. ...................................... 2,806,829
518 West Japan Railway Co. ............................... 1,582,539
-----------
22,214,378
-----------
INFORMATION TECHNOLOGY
299,500 Canon, Inc. .......................................... 9,018,906
-----------
MATERIALS
68,600 Nitto Denko Corp. .................................... 1,590,848
82,000 Shin-Etsu Chemical Co., Ltd. ......................... 3,964,006
-----------
5,554,854
-----------
TELECOMMUNICATION SERVICES
646 KDDI Corp. ........................................... 2,898,694
-----------
Total Japan .......................................... 100,919,734
-----------

NETHERLANDS (1.2%)
CONSUMER DISCRETIONARY
250,088 Reed Elsevier NV ..................................... 2,753,000
-----------

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 7

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

Shares Value
-------- ------------
COMMON STOCKS (continued)
NETHERLANDS (continued)
FINANCE
167,957 ING Groep NV ......................................... $ 1,546,889
-----------
Total Netherlands .................................... 4,299,889
-----------

NEW ZEALAND (0.4%)
TELECOMMUNICATION SERVICES
805,769 Telecom Corp. of New Zealand, Ltd. ................... 1,295,377
-----------
Total New Zealand .................................... 1,295,377
-----------

SINGAPORE (3.5%)
FINANCE
675,000 DBS Group Holdings, Ltd. ............................. 4,312,854
482,200 Oversea-Chinese Banking Corp., Ltd. .................. 1,902,199
211,000 United Overseas Bank, Ltd. ........................... 1,627,483
-----------
7,842,536
-----------
INDUSTRIALS
78,800 Jardine Matheson Holdings, Ltd. ...................... 1,777,019
-----------
TELECOMMUNICATION SERVICES
1,379,000 Singapore Telecommunications, Ltd. ................... 2,376,256
-----------
Total Singapore ...................................... 11,995,811
-----------

SOUTH AFRICA (0.4%)
ENERGY
46,963 Sasol, Ltd. .......................................... 1,424,438
-----------
Total South Africa ................................... 1,424,438
-----------

SPAIN (4.7%)
CONSUMER DISCRETIONARY
72,000 Inditex SA ........................................... 3,075,169
-----------
FINANCE
321,364 Banco Santander Central Hispano SA ................... 3,036,497
-----------
TELECOMMUNICATION SERVICES
260,530 Telefonica SA ........................................ 4,951,170
-----------

The accompanying notes are an integral part of these financial statements.

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

Shares Value
-------- ------------
COMMON STOCKS (continued)
SPAIN (continued)
UTILITIES
629,055 Iberdrola SA ......................................... $ 4,974,980
-----------
Total Spain .......................................... 16,037,816
-----------

SWEDEN (2.2%)
CONSUMER DISCRETIONARY
82,000 Hennes & Mauritz AB (B Shares) ....................... 3,690,545
-----------
TELECOMMUNICATION SERVICES
439,800 Telefonaktiebolaget LM Ericsson (B Shares) ........... 3,819,659
-----------
Total Sweden ......................................... 7,510,204
-----------

SWITZERLAND (6.4%)
CONSUMER STAPLES
100,000 Nestle SA ............................................ 3,255,025
-----------
HEALTH CARE
32,600 Alcon, Inc. .......................................... 2,999,526
165,000 Nobel Biocare Holding AG ............................. 3,372,286
217,993 Novartis AG .......................................... 8,239,989
-----------
14,611,801
-----------
INDUSTRIALS
3,600 SGS SA ............................................... 4,027,796
-----------
Total Switzerland .................................... 21,894,622
-----------

TAIWAN (1.3%)
ELECTRONICS
276,253 Taiwan Semiconductor Manufacturing Co., Ltd. ADR ..... 2,919,994
-----------
TELECOMMUNICATION SERVICES
87,900 Chunghwa Telecom Co. Ltd. ADR ........................ 1,661,310
-----------
Total Taiwan ......................................... 4,581,304
-----------

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 9

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

Shares Value
-------- ------------
COMMON STOCKS (continued)
UNITED KINGDOM (14.2%)
CONSUMER DISCRETIONARY
357,371 Compass Group, Plc. .................................. $ 1,708,521
378,312 GKN, Plc. ............................................ 668,810
-----------
2,377,331
-----------
CONSUMER STAPLES
89,000 Reckitt Benckiser, Plc. .............................. 3,505,815
650,000 Tesco, Plc. .......................................... 3,227,778
249,782 Unilever, Plc. ....................................... 4,876,100
845,000 WM Morrison Supermarkets, Plc. ....................... 3,070,989
-----------
14,680,682
-----------
ENERGY
473,701 BG Group, Plc. ....................................... 7,618,496
705,289 BP, Plc. ............................................. 5,002,355
55,000 Cairn Energy, Plc.(1) ................................ 1,737,531
216,903 Royal Dutch Shell, Plc. (A Shares) ................... 5,046,698
-----------
19,405,080
-----------
FINANCE
229,350 Aviva, Plc. .......................................... 1,046,925
-----------
HEALTH CARE
350,558 GlaxoSmithKline, Plc. ................................ 5,414,652
416,000 Smith & Nephew, Plc. ................................. 2,941,138
-----------
8,355,790
-----------
UTILITIES
950,000 Centrica, Plc. ....................................... 3,185,950
-----------
Total United Kingdom ................................. 49,051,758
-----------
TOTAL COMMON STOCKS (Identified cost $376,598,317) ... 327,915,692
-----------

The accompanying notes are an integral part of these financial statements.

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

Principal
Amount Value
----------- -------------
SHORT-TERM INVESTMENT (2.6%)
$9,000,000 Societe Generale Time Deposit 0.200% 05/01/09 ...... $ 9,000,000
------------
TOTAL SHORT-TERM INVESTMENT
(Identified cost $9,000,000) ..................... 9,000,000
------------

TOTAL INVESTMENTS (Identified cost $385,598,317(2)) .... 97.7% $336,915,692
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES ......... 2.3 7,903,519
----- ------------
NET ASSETS ............................................. 100.0% $344,819,211
===== ============

----------
(1) Non-income producing security.

(2) The aggregate cost for federal income tax purposes is $385,598,317. The
aggregate gross unrealized appreciation is $34,408,338 and the aggregate
gross unrealized depreciation is $83,090,963, resulting in net unrealized
depreciation of $48,682,625.

Abbreviations:

ADR - American Depositary Receipt.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 11

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

FAIR VALUE MEASUREMENTS

-- Level 1 - quoted prices in active markets for identical investments.

-- Level 2 - other significant observable inputs (including quoted prices
for similar investments, interest rates, prepayment speeds, credit risk,
etc.)

-- Level 3 - significant unobservable inputs (including the Fund's own
assumptions in determining the fair value of investments).

The following is a summary of the inputs used as of April 30, 2009 in valuing
the Fund's investment carried at value:

Investments
Valuation Inputs in Securities
-------------------------- -----------------
Level 1 - Quoted prices .................................... $ 7,580,830
Level 2 - Other Significant Observable Inputs .............. 329,334,862
Level 3 - Significant Unobservable Inputs .................. -
------------
Total ................................................... $336,915,692
============

The accompanying notes are an integral part of these financial statements.

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
April 30, 2009 (unaudited)

ASSETS:
Investments in securities, at value
(identified cost $385,598,317) ............................. $336,915,692
Cash ......................................................... 209,402
Receivables for:
Investment sold ............................................ 3,392,794
Capital stock sold ......................................... 3,195,260
Dividends .................................................. 2,536,408
Interest ................................................... 50
------------
Total Assets ............................................. 346,249,606
------------
LIABILITIES:
Due to Brown Brothers Harriman (identified cost $64,346) ..... 64,346
Payables for:
Investment purchased ....................................... 831,229
Investment advisory and administrative fees ................ 208,867
Custody and accounting fees ................................ 139,453
Shareholder servicing fees ................................. 61,566
Capital stock redeemed ..................................... 33,035
Professional fees .......................................... 20,406
Board of Trustees' fees .................................... 154
Accrued expenses and other liabilities ..................... 71,339
------------
Total Liabilities ........................................ 1,430,395
------------
NET ASSETS ...................................................... $344,819,211
============
Net Assets Consist of:
Par value .................................................... $ 36,125
Paid-in capital .............................................. 451,428,150
Undistributed net investment income .......................... 2,934,332
Accumulated net realized loss on investments and
foreign exchange transactions .............................. (60,885,729)
Net unrealized depreciation on investments and
foreign currency translations .............................. (48,693,667)
------------
Net Assets ...................................................... $344,819,211
============

NET ASSET VALUE AND OFFERING PRICE PER SHARE
CLASS N SHARES
($321,675,932 / 33,702,654 shares outstanding) ............... $9.54
=====
CLASS I SHARES
($23,143,279 / 2,422,189 shares outstanding) ................. $9.55
=====

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 13

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the six months ended April 30, 2009 (unaudited)

NET INVESTMENT INCOME:
Income:
Dividends and other income
(net of foreign withholding taxes of $318,794) ........... $ 5,593,021
Interest Income ............................................ 4,045
------------
Total Income ............................................. 5,597,066
------------
Expenses:
Investment advisory and administrative fees ................ 1,369,589
Shareholder servicing fees ................................. 399,620
Custody and accounting fees ................................ 195,371
Board of Trustees' fees .................................... 28,971
Professional fees .......................................... 15,042
Miscellaneous expenses ..................................... 60,717
------------
Total Expenses ........................................... 2,069,310
Expense offset arrangement ............................... (6,591)
------------
Net Expenses ............................................. 2,062,719
------------
Net Investment Income ........................................ 3,534,347
============

NET REALIZED AND UNREALIZED LOSS:
Net realized loss on investments ............................. (59,045,723)
Net realized loss on foreign exchange transactions ........... (3,713)
------------
Net realized loss on investments and foreign
exchange transactions .................................... (59,049,436)
Net change in unrealized appreciation of investments ......... 30,360,495
Net change in unrealized appreciation on
foreign currency translations .............................. 5,870,377
------------
Net change in unrealized appreciation on investments and
foreign currency translations ............................ 36,230,872
------------
Net Realized and Unrealized Loss ........................... (22,818,564)
------------
Net Decrease in Net Assets Resulting from Operations ......... $(19,284,217)
============

The accompanying notes are an integral part of these financial statements.

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
For the six For the
months ended year ended
April 30, 2009 October 31,
(unaudited) 2008
-------------- -------------
<S> <C> <C>
DECREASE IN NET ASSETS:
Operations:
Net investment income .................................. $ 3,534,347 $ 13,478,131
Net realized gain (loss) on investments and foreign
exchange transactions ................................ (59,049,436) 14,185,002
Net change in unrealized appreciation (depreciation)
on investments and foreign currency translations ..... 36,230,872 (313,622,636)
------------ ------------
Net decrease in net assets resulting from
operations ......................................... (19,284,217) (285,959,503)
------------ ------------
Dividends and distributions declared:
From net investment income:
Class N ................................................ (12,819,934) (10,352,578)
Class I ................................................ (1,013,444) (762,747)
From net realized gains:
Class N ................................................ (11,089,345) (29,955,831)
Class I ................................................ (791,571) (1,916,194)
------------ ------------
Total dividends and distributions declared ........... (25,714,294) (42,987,350)
------------ ------------
Capital stock transactions:
Net proceeds from sales of capital stock................ 37,953,350 105,933,541
Net assets value of capital stock issued to shareholders
for reinvestment of dividends and distributions ...... 25,074,603 1,288,415
Net cost of capital stock redeemed ..................... (110,770,974) (85,445,720)
------------ ------------
Net increase (decrease) in net assets resulting from
capital stock transactions ......................... (47,743,021) 21,776,236
------------ ------------
Total decrease in net assets ......................... (92,741,532) (307,170,617)

NET ASSETS:
Beginning of year ........................................ 437,560,743 744,731,360
------------ ------------
End of period (including undistributed net investment
income of $2,934,332 and $13,233,363, respectively) .... $344,819,211 $437,560,743
============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 15

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a Class N share outstanding throughout
each period

<TABLE>
<CAPTION>
For the six
months ended For the years ended October 31,
April 30, 2009 -------------------------------------------------------------------
(unaudited) 2008 2007 2006 2005 2004
-------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year ..... $10.73 $18.53 $15.71 $12.59 $10.96 $ 9.28
------- ------- ------- ------- ------- -------
Income from investment operations:
Net investment income(1) ............ 0.10 0.32 0.28 0.25 0.18 0.14
Net realized and unrealized
gain (loss) ....................... (0.59) (7.06) 2.95 3.07 1.54 1.64
------- ------- ------- ------- ------- -------
Total income (loss) from
investment operations ............. (0.49) (6.74) 3.23 3.32 1.72 1.78
------- ------- ------- ------- ------- -------
Less dividends and distributions:
From net investment income .......... (0.37) (0.27) (0.24) (0.20) (0.09) (0.10)
From net realized gains ............. (0.33) (0.79) (0.17) - - -
------- ------- ------- ------- ------- -------
Total dividends and
distributions ................... (0.70) (1.06) (0.41) (0.20) (0.09) (0.10)
------- ------- ------- ------- ------- -------
Net asset value, end of period ......... $ 9.54 $10.73 $18.53 $15.71 $12.59 $10.96
======= ======= ======= ======= ======= =======
Total return .......................... (4.68)% (38.30)% 21.01% 26.62% 15.77% 19.29%
Ratios/Supplemental data:
Net assets, end of period
(in millions) ..................... $322 $412 $700 $524 $356 $211
Ratio of expenses to average
net assets ........................ 1.22%(2),(3) 1.13%(2) 1.17%(2) 1.11%(2) 1.23% 1.30%
Ratio of net investment income to
average net assets ................ 2.04%(3) 2.09% 1.64% 1.76% 1.49% 1.34%
Portfolio turnover rate ............. 6% 19% 16% 10% 5% 81%
</TABLE>

----------
(1) Calculated using average shares outstanding for the year.

(2) The ratio of expenses to average net assets for the six months ended April
30, 2009 and the years ended October 31, 2008, 2007 and 2006 reflect 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 1.22%, 1.13%, 1.17%, and 1.17%, respectively.

(3) Annualized.

The accompanying notes are an integral part of these financial statements.

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (continued)
Selected per share data and ratios for a Class I share outstanding throughout
each period

<TABLE>
<CAPTION>
For the six
months ended For the years ended October 31,
April 30, 2009 -------------------------------------------------------------------
(unaudited) 2008 2007 2006 2005 2004
-------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year ..... $10.77 $18.59 $15.76 $12.62 $10.98 $ 9.30
------- ------- ------- ------- ------- -------
Income from investment operations:
Net investment income(1) ............ 0.11 0.35 0.32 0.29 0.21 0.14
Net realized and unrealized
gain (loss) ....................... (0.58) (7.07) 2.96 3.07 1.54 1.66
------- ------- ------- ------- ------- -------
Total income from investment
operations ...................... (0.47) (6.72) 3.28 3.36 1.75 1.80
------- ------- ------- ------- ------- -------
Less dividends and distributions:
From net investment income (0.42) (0.31) (0.28) (0.22) (0.11) (0.12)
From net realized gains ............. (0.33) (0.79) (0.17) - - -
------- ------- ------- ------- ------- -------
Total dividends and
distributions ................... (0.75) (1.10) (0.45) (0.22) (0.11) (0.12)
------- ------- ------- ------- ------- -------
Net asset value, end of period $ 9.55 $10.77 $18.59 $15.76 $12.62 $10.98
======= ======= ======= ======= ======= =======
Total return ........................... (4.57)% (38.12)% 21.28% 26.98% 16.05% 19.54%
Ratios/Supplemental data:
Net assets, end of period
(in millions) ..................... $23 $26 $45 $40 $34 $27
Ratio of expenses to average
net assets ........................ 0.97%(2),(3) 0.88%(2) 0.91%(2) 0.87%(2) 0.98% 1.05%
Ratio of net investment income to
average net assets ................ 2.30%(3) 2.32% 1.87% 2.02% 1.73% 1.33%
Portfolio turnover rate ................ 6% 19% 16% 10% 5% 81%
</TABLE>

----------
(1) Calculated using average shares outstanding for the year.

(3) Annualized.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 17

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2009 (unaudited)

1. Organization and Significant Accounting Policies. BBH International Equity
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 as an open-end management investment company. The Trust was
originally organized under the laws of the State of Maryland on July 16,
1990 as BBH Fund, Inc. and re-organized as a Delaware statutory trust on
June 12, 2007. The Fund commenced operations on June 6, 1997. On February
20, 2001, the Trustees reclassified the Fund's outstanding shares as
"Class N," and established a new class of shares designated as "Class I".
Class I commenced operations on October 30, 2002. Class N and Class I
shares have different operating expenses. Neither Class N shares nor Class
I shares convert to any other class of the Fund. At April 30, 2009 there
were five series of the Trust.

A. Valuation of Investments. The BBH International Equity Fund employs
a pricing vendor, Investment Technology Group, Inc. ("ITG"), that
uses a fair valuation model to establish daily valuations of
portfolio securities. The model looks at each security in the
portfolio and determines the correlation between the security and a
set of market factors, such as the price of ADRs, futures,
exchange-traded funds, and the U.S. market as measured by the 1000
largest domestic stocks. The model evaluates the security's beta
compared to these factors to determine which factor should be used
in determining its fair value. The model analyzes data for the past
90 days for each factor. The model then determines the difference
between the price of the factor at the local market close versus the
price at 4 p.m. Eastern Time to calculate a percentage by which the
closing price should be adjusted to reflect its fair value. If ITG
is unable to price a security, the security will be priced in
accordance with the Manual Pricing Procedures.

B. Accounting for Investments and Income. Security transactions are
accounted for on the trade date. Realized gains and losses on
security transactions are determined on the identified cost method.
Dividend income and other distributions from portfolio securities
are recorded on the ex- dividend date. Non-cash dividends included
in dividend income, if any, are recorded at the fair market value of
securities received. Distributions received on securities that
represent a return of capital or a capital gain are recorded as a
reduction of cost of investments and/or as a realized gain. Interest
income is accrued daily. Investment income is recorded net of
foreign taxes withheld where recovery of such tax is uncertain.

C. Forward Foreign Currency Exchange Contracts. The Fund may enter into
forward foreign currency exchange contracts ("Contracts") in
connection with planned purchases or sales of securities, to hedge
the U.S. dollar value of portfolio securities denominated in a
particular currency,

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2009 (unaudited)

or to increase or shift its exposure to a currency other than U.S.
dollars. The Fund has no specific limitation on the percentage of
assets which may be committed to these types of Contracts. The Fund
could be exposed to risks if the counterparties to the Contracts are
unable to meet the terms of their contracts or if the value of the
foreign currency changes unfavorably. The U.S. dollar values of
foreign currency underlying all contractual commitments held by the
Fund are determined using forward currency exchange rates supplied
by a quotation service.

D. Foreign Currency Translations. The accounting records of the Fund
are maintained in U.S. dollars. Foreign currency amounts are
translated into U.S. dollars at the current rate of exchange of such
currency against the U.S. dollar to determine the value of
investments, assets and liabilities. Purchases and sales of
securities, and income and expenses are translated at the prevailing
rate of exchange on the respective dates of such transactions. Upon
the purchase or sale of a security denominated in foreign currency,
the Fund may enter into forward currency exchange contracts for the
purchase or sale, for a fixed amount of U.S. dollars of the amount
of foreign currency involved in the underlying security transaction.
Reported net realized gains and losses arise from the sales of
portfolio securities, sales of foreign currencies, currency gains or
losses realized between the trade and settlement dates on securities
transactions, and the difference between the amounts of dividends,
interest and foreign withholding taxes recorded on the Fund's books
and the U.S. dollar equivalent of the amounts actually received or
paid. Net unrealized appreciation or depreciation on foreign
currency translations arise from changes in the value of the assets
and liabilities, excluding investments in securities, at fiscal year
end, arising from changes in the exchange rate.

E. Restricted Securities. The Fund may invest in securities that are
subject to legal or contractual restrictions on resale. These
securities generally may be resold in transactions exempt from
registration or to the public if the securities are registered.
Disposal of these securities may involve time-consuming negotiations
and expense, and prompt sale at an acceptable price may be
difficult.

F. Securities Lending. The Fund may lend its portfolio securities to
broker-dealers, qualified banks and certain institutional investors.
The loans are secured by collateral in an amount equal to at least
the market value at all times of the loaned securities plus any
accrued interest and dividends. During the time the securities are
on loan, the Fund will continue to receive the interest and
dividends or amounts equivalent thereto, on the loaned securities
while receiving a fee from the borrower or earning interest on the
investment of the cash collateral. Loans are subject to termination
at the option of the borrower or the Fund. Upon termination of the
loan, the borrower will return to the lender securities identical to
the loaned securities. The Fund may pay reasonable finders',
administrative and custodial fees in connection with a loan of its
securities and may share the interest earned on the collateral with
the borrower. The Fund bears the risk of delay in recovery of, or
even loss of rights in, the securities loaned should the borrower of
the securities fail financially. There were no securities on loan as
of April 30, 2009.

FINANCIAL STATEMENT APRIL 30, 2009 19

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2009 (unaudited)

G. Federal Income Taxes. It is the Trustees policy to comply with the
requirements of the Internal Revenue Code (the "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. The Fund files a tax return annually using
tax accounting methods required under provisions of the Code which
may differ from accounting principles generally accepted in the
United States of America, the basis on which these financial
statements are prepared. Accordingly, the amount of net investment
income and net realized gain reported on these financial statements
may differ from that reported on the Fund's tax return due to
certain book-to-tax timing differences such as losses deferred due
to "wash sale" transactions and utilization of capital loss carry
forwards and the recognition of unrealized gains or losses on open
forward foreign currency exchange contracts and passive foreign
investment companies at year end. These differences result in
temporary over-distributions for financial statement purposes and
are classified as distributions in excess of accumulated net
realized gains or net investment income. These distributions do not
constitute a return of capital. Permanent differences are
reclassified on the Statement of Assets & Liabilities based upon
their tax classification. As such, the character of distributions to
shareholders reported in the Financial Highlights table may differ
from that reported to shareholders on Form 1099-DIV.

H. Dividends and Distributions to Shareholders. Dividends and
distributions to shareholders, if any, were generally declared and
paid annually and are recorded on the ex-dividend date. The tax
character of distributions paid during the fiscal years ended
October 31, 2008 and 2007, respectively, were as follows:

Distribution paid from:
--------------------------------------------------------------------------------
Net Total Total
Ordinary long-term taxable Tax return distributions
income capital gain distributions of capital paid
-------- ------------ ------------- ---------- -------------

2008: $15,365,734 $27,621,616 $42,987,350 - $42,987,350
2007: 8,957,898 6,173,183 15,131,081 - 15,131,081

As of October 31, 2008 and 2007, respectively, the components of
accumulated earnings/(deficit) on a tax basis were as follows:

<TABLE>
<CAPTION>
Components of accumulated earnings/(deficit):
-------------------------------------------------------------------------------------------------------------------
Other Total
Undistributed Undistributed Accumulated Book/Tax Unrealized accumulated
ordinary long-term Accumulated capital and temporary appreciation/ earnings/
income capital gain earnings other losses differences (depreciation) (deficit)
------------- ------------- ----------- ------------ ----------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
2008: $13,233,363 $11,878,130 $25,111,493 - $(1,833,508) $(84,924,539) $(61,646,554)
2007: 14,994,642 27,620,467 42,615,109 - (4,012,906) 228,698,097 267,300,300
</TABLE>

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2009 (unaudited)

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

The differences between book-basis and tax-basis unrealized
appreciation/(depreciation) is attributable primarily to the tax
deferral of losses on wash sales.

I. Accounting Developments. In June 2006, the Fund adopted FASB
Interpretation No. 48 "Accounting for Uncertainty in Income Taxes"
("FIN 48"). FIN 48 provides guidance for how uncertain tax positions
should be recognized, measured, presented and disclosed in the
financial statements. FIN 48 requires the evaluation of tax
positions taken or expected to be taken in the course of preparing
the Fund's tax returns to determine whether that tax positions are
"more-likely-than-not" of being sustained by the applicable tax
authority. Tax positions not deemed to meet the more-likely-than-not
threshold would be recorded as a tax benefit or expense in the
current year. The adoption of FIN 48 had no impact on the operations
of the Fund for the six months ended April 30, 2009.

In March 2008, Statement of Financial Accounting Standards No. 161,
"Disclosures about Derivative Instruments and Hedging Activities"
("SFAS 161"), was issued and is effective for fiscal years and
interim periods beginning after November 15, 2008. SFAS 161 requires
enhanced disclosures to provide information about the reasons the
Fund invests in derivative instruments, the accounting treatment and
the effect derivatives have on performance. In September 2008, "FASB
Staff Position No. 133-1 and FASB Interpretation No. 45-4" (the
"FSP"), "Disclosures about Credit Derivatives and Certain
Guarantees: An Amendment of FASB Statement No. 133 and FASB
Interpretation No. 45; and Clarification of the Effective Date of
FASB Statement No. 161," was issued and is effective for fiscal
years and interim periods ending after November 15, 2008. The FSP
amends FASB Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities," to require disclosures by
sellers of credit derivatives, including credit derivatives embedded
in hybrid instruments. The FSP also clarifies the effective date of
SFAS 161, whereby disclosures required by SFAS 161 are effective for
financial statements issued for fiscal years and interim periods
beginning after November 15, 2008. Management is currently
evaluating the impact the adoption of SFAS 161 will have on the
Fund's financial statements disclosures.

FINANCIAL STATEMENT APRIL 30, 2009 21

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2009 (unaudited)

2. Transactions with Affiliates.

Investment Advisory and Administrative Fees. Effective June 12, 2007,
under a combined Investment Advisory and Administrative Services Agreement
("Agreement") with the Trust, Brown Brothers Harriman & Co. ("BBH")
through a separately identifiable department (the "SID") provides
investment advisory and portfolio management services to the Fund. The
Fund pays a combined fee for investment advisory and administrative
services calculated daily and paid monthly at an annual rate equivalent to
0.80% of the fund's average daily net assets. BBH has a sub-administration
services agreement with Federated Services Company ("FSC") for which FSC
receives compensation paid by BBH. For the six months ended April 30,
2009, the Fund incurred $1,369,589 for investment advisory and
administrative services.

Shareholder Servicing Fees. The Trustee has a shareholder servicing
agreement with BBH for which BBH receives a fee from the Fund calculated
daily and paid monthly at an annual rate of 0.25% of Class N shares'
average daily net assets. For the six months ended April 30, 2009, the
Fund incurred $399,620 for shareholder servicing services.

Custody and Accounting Fees. BBH acts as a custodian and shall receive a
custody and accounting fee from the Fund calculated daily and paid
monthly. BBH holds all cash and investments and calculates the daily net
asset value. The custody fee is a transaction based fee with an annual
minimum of $30,000, and the accounting fee is calculated at 0.04% per
annum on the first $100 million of net assets, 0.02% per annum on the next
$400 million of net assets and 0.01% per annum on all net assets over $500
million. For the six months ended April 30, 2009, the Fund incurred
$195,371 for custody and accounting services. These fees were reduced by
$6,591 as a result of an expense offset arrangement with the Fund's
custodian. 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 overdraft. As of April 30,
2009 the Fund had $64,346 outstanding under such arrangements. The total
interest paid by the Fund for the six months ended April 30, 2009 was
$5,906.

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2009 (unaudited)

4. Securities on Loan. As of April 30, 2009, the Fund had no securities on
loan.

5. Capital Stock. The Trust is permitted to issue an unlimited number of
Class N shares and Class I shares of capital stock, at no par value.
Transactions in shares of capital stock were as follows:

Class I
Capital stock sold ...... - - $ - $ -
Capital stock issued in
connection with
reinvestment of
dividends ............. 184,562 - 1,805,015 -
Capital stock redeemed .. (184,562) - (1,805,015) -
----------- ---------- ------------ -----------
Net increase ............ - - $ - $ -
=========== ========== ============ ===========
</TABLE>

FINANCIAL STATEMENT APRIL 30, 2009 23

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
DISCLOSURE OF FUND EXPENSES
April 30, 2009 (unaudited)

EXAMPLE

As a shareholder of BBH International Equity Fund (the "Fund"), you may incur
two types of costs: (1) transaction costs, including sales charges (loads) on
purchase payments, reinvested dividends, 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 (November 1, 2008 to April 30, 2009).

ACTUAL EXPENSES

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

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

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
DISCLOSURE OF FUND EXPENSES (continued)
April 30, 2009 (unaudited)

Expenses Paid
Beginning Ending During Period
Account Value Account Value November 1, 2008
November 1, 2008 April 30, 2009 to April 30, 2009(1)
---------------- -------------- --------------------
Class N
Actual ............ $1,000 $ 953.20 $5.91
Hypothetical(2) ... $1,000 $1,018.74 $6.11

Expenses Paid
Beginning Ending During Period
Account Value Account Value November 1, 2008
November 1, 2008 April 30, 2009 to April 30, 2009(1)
---------------- -------------- --------------------
Class I
Actual ............ $1,000 $ 954.30 $4.70
Hypothetical(2) ... $1,000 $1,019.98 $4.86

----------
(1) Expenses are equal to the Fund's annualized expense ratio of 1.22% and
0.97% for Class N and I shares, respectively, multiplied by the average
account value over the period, multiplied by 181/365 (to reflect the
one-half year period).

FINANCIAL STATEMENT APRIL 30, 2009 25

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
DISCLOSURE OF ADVISOR SELECTION
April 30, 2009 (unaudited)

Approval of Investment Advisory/Administrative Services Agreement

Nature, Extent and Quality of Services Provided by Brown Brothers Harriman's
Mutual Fund Advisory Department (the "SID") and Brown Brothers Harriman & Co.
("BBH")

The Board considered the scope and quality of services provided by the SID and
BBH under the Agreement and noted that the scope of services provided had
expanded over time. The Board considered the quality of the investment research
by the SID, administrative capabilities provided by BBH and the other resources
BBH and the SID have dedicated to performing services for the Funds. The Board
concluded that, overall, they were satisfied with the nature, extent and quality
of services expected to be provided to each of the Funds under the Agreement.

Subject to the supervision of the Board, the SID oversees the sub-advisers and
evaluates their results. The SID reviews portfolio performance and composition,
departures of key personnel of the sub-advisers and any other relevant topics.
The SID also analyzes and monitors economic trends and monetary policy on a
continuous basis. The holdings of the BBH International Equity Fund and the
allocation of assets to the sub-advisers are regularly reviewed with the
objective of enhancing the total rate of return over a full market cycle and
dampening return volatility.

Costs of Services Provided and Profitability to BBH

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
DISCLOSURE OF ADVISOR SELECTION (continued)
April 30, 2009 (unaudited)

administers, its business mix, numerous assumptions regarding allocations and
the entity's capital structure and cost of capital. In considering profitability
information, the Board considered the effect of fall-out benefits on BBH's
expenses, as well as the "revenue sharing" arrangements BBH has entered into
with certain entities that distribute shares of the Funds. The Board focused on
profitability of BBH's relationships with the Funds before taxes and
distribution expenses. The Board concluded that it was satisfied that BBH's
level of profitability from its relationship with each Fund was not excessive.

Fall-Out Benefits

Economies of Scale

FINANCIAL STATEMENT APRIL 30, 2009 27

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
DISCLOSURE OF ADVISOR SELECTION (continued)
April 30, 2009 (unaudited)

Investment Results

Fee Rates

The Board considered the fee rates paid by each Fund to BBH. The Board
recognized that it is difficult to make comparisons of these fee rates, or of
combined advisory and administration fees, because there are variations in the
services that are included in the fees paid by other funds.

The following factors specific to the BBH International Equity Fund also were
noted and considered by the Board in deciding to approve the Agreement:

The Board reviewed the performance of the BBH International Equity Fund's Class
N shares and Class I shares versus the MSCI Europe, Australasia and Far East
Index (the "Index"). The Board considered the performance of the BBH
International Equity Fund and each sub-advisor since adopting a multi-manager
approach and employing two sub-advisors in January 2004. The Board recognized
that divergence from the Index, particularly during periods of significant
market movements, was to be expected because each of

<PAGE>

BBH INTERNATIONAL EQUITY FUND
--------------------------------------------------------------------------------
DISCLOSURE OF ADVISOR SELECTION (continued)
April 30, 2009 (unaudited)

the sub-advisers has a clearly defined fundamental investment style with only
modest concern from tracking error to the Index. The Board reviewed the overall
investments of the Fund and concluded that the portfolio was broadly diversified
in terms of country exposure, sector exposure and specific company risk. The
Board noted that the performance of both share classes before and after all
expenses was better than the Index since January 31, 2004. The Board also noted
the expense ratio for both share classes were in line with many funds of similar
size and investment mandate. Taking into account these comparisons and the other
factors considered, the Board concluded that the BBH International Equity Fund's
investment results over time and its total expense ratio had been reasonable.

Conflicts of Interest

As a general matter, certain conflicts of interest may arise in connection with
management of a 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 created by compensation arrangements, and
conflicts relating to selection of brokers or dealers to execute fund portfolio
trades and/or specific uses of commissions from Fund portfolio trades. BBH may
direct brokerage transactions and/or payment of a portion of client commissions
("soft dollars") to specific brokers or dealers or other providers to pay for
research or brokerage services. The use of a broker that provides research and
securities transaction services may result in a higher commission than that
offered by a broker who does not provide such services. BBH will determine in
good faith whether the amount of commission is reasonable in relation to the
value of research and brokerage services provided. BBH may enter into advisory
and/or referral arrangements with third parties. Such arrangements are typically
entered into in accordance with a written agreement and 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 has adopted and implemented policies and procedures, including trade
allocation procedures, which are designed to address the conflicts associated
with managing multiple accounts for multiple clients. In addition, BBH monitors
a variety of areas, including compliance with account investment guidelines, the
inclusion only of securities approved for purchase by an oversight committee,
and compliance with the Code of Ethics. Finally, BBH has structured the
portfolio managers' compensation in a manner, and the Funds have adopted
policies and procedures, reasonably designed to safeguard a Fund from being
negatively affected as a result of any such potential conflicts.

FINANCIAL STATEMENT APRIL 30, 2009 29

<PAGE>

INVESTMENT ADVISER AND ADMINISTRATOR
BROWN BROTHERS HARRIMAN
140 BROADWAY
NEW YORK, NY 10005

DISTRIBUTOR
EDGEWOOD SERVICES, INC.
4000 ERICSSON DRIVE
WARRENDALE, PA 15086-7561

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

BROWN [LOGO]
BROTHERS
HARRIMAN

--------------------------------------------------------------------------------
Semi-Annual Report
APRIL 30, 2009
--------------------------------------------------------------------------------

BBH BROAD MARKET FUND

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO ALLOCATION
April 30, 2009 (unaudited)

BREAKDOWN BY SECURITY TYPE

Percent of
U.S. $ Value Net Assets
------------ ----------
Asset Backed Securities.......................... $ 54,489,189 11.1%
Collateralized Mortgage Backed Securities........ 1,830,870 0.4
Corporate Bonds.................................. 395,688,337 80.6
U.S. Government Agency Obligations............... 7,089,953 1.4
Commercial Paper................................. 500,000 0.1
Cash and Other Assets in Excess of Liabilities... 31,372,293 6.4
------------ ----------
NET ASSETS....................................... $490,970,642 100.0%
============ ==========

All data as of April 30, 2009. The Fund's breakdown by security type is
expressed as a percentage of net assets and may vary over time.

The accompanying notes are an integral part of these financial statements.

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
April 30, 2009 (unaudited)

<TABLE>
<CAPTION>
Principal Maturity Interest
Amount Date Rate Value
--------- -------- -------- -----
<S> <C> <C> <C>
ASSET BACKED SECURITIES (11.1%)
$ 750,000 Advanta Business Card Master Trust
2007-D1A(1,2)..................... 01/22/13 1.847% $ 130,098
400,000 American Express Credit Account
Master Trust 2006-2............... 01/15/14 5.350 401,994
2,875,000 Banc of America Securities Auto
Trust 2006-G1..................... 12/20/10 5.170 2,898,988
5,000,000 Bank of America Credit Card
Trust 2008-A9..................... 07/16/12 4.070 5,071,954
291,686 Capital One Auto Finance Trust
2005-BSS.......................... 12/15/10 4.480 291,606
2,000,000 Capital One Multi-Asset Execution
Trust 2007-A9..................... 08/15/12 4.950 2,019,148
465,000 Chase Issuance Trust 2007-A3........ 04/15/19 5.230 440,303
6,800,000 Chase Issuance Trust 2008-A10(2).... 08/17/15 1.201 6,272,729
3,245,000 Chase Issuance Trust 2008-A11....... 07/15/15 5.400 3,300,614
1,390,000 Citibank Credit Card Issuance
Trust 2006-A4..................... 05/10/13 5.450 1,432,562
560,000 CNH Equipment Trust 2007-B(2)....... 10/17/11 1.051 558,398
4,500,000 CNH Equipment Trust 2009-A.......... 10/17/11 4.060 4,513,225
2,194,799 Connecticut RRB Special Purpose
Trust CL&P 2001-1................. 12/30/11 6.210 2,279,150
21,304 Countrywide Asset-Backed Certificates
2004-S1(2)........................ 03/25/20 3.872 20,902
124,724 Countrywide Home Equity Loan
Trust 2004-O(2)................... 02/15/34 0.731 59,032
315,079 Credit-Based Asset Servicing and
Securitization LLC 2003-CB3(2).... 12/25/32 2.879 174,550
224,615 Daimler Chrysler Auto Trust 2006-D.. 02/08/11 4.980 226,591
75,220 Honda Auto Receivables Owner
Trust 2006-1...................... 07/18/11 5.080 76,130
1,916,330 Honda Auto Receivables Owner
Trust 2007-2...................... 05/23/11 5.460 1,950,303
4,000,000 Honda Auto Receivables Owner
Trust 2008-1...................... 01/18/12 4.470 4,064,040
</TABLE>

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 3

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

<TABLE>
<CAPTION>
Principal Maturity Interest
Amount Date Rate Value
--------- -------- -------- -----
<S> <C> <C> <C>
ASSET BACKED SECURITIES (continued)
$ 338,325 Household Automotive Trust 2006-1......... 06/17/11 5.430% $ 330,363
1,229,746 Hyundai Auto Receivables Trust 2008-A..... 05/16/11 4.160 1,241,024
3,250,000 MBNA Credit Card Master Note Trust
2004-A7(2).............................. 12/15/11 0.551 3,243,929
1,408,066 Nissan Auto Receivables Owner
Trust 2006-B............................ 11/15/11 5.220 1,433,987
2,566,718 Nissan Auto Receivables Owner
Trust 2008-B............................ 10/15/10 3.800 2,585,228
4,000,000 Nissan Auto Receivables Owner
Trust 2009-1............................ 04/15/11 3.920 4,056,394
429,762 SLM Student Loan Trust 2005-9(2).......... 01/25/19 1.142 429,197
4,537,699 USAA Auto Owner Trust 2006-2.............. 02/15/12 5.370 4,634,586
350,000 Wachovia Auto Owner Trust 2005-B.......... 11/20/12 4.930 352,164
-----------
Total Asset Backed Securities
(Identified cost $54,853,873)............. 54,489,189
-----------
COLLATERALIZED MORTGAGE
BACKED SECURITIES (0.4%)
1,500,000 Bear Stearns Commercial Mortgage
Securities 2006-PW11(2)................. 03/11/39 5.575 1,411,260
420,671 Morgan Stanley Capital I 2006-HQ8......... 03/12/44 5.124 419,610
-----------
Total Collateralized Mortgage
Backed Securities
(Identified cost $1,928,766).............. 1,830,870
-----------
CORPORATE BONDS (80.6%)
AGRICULTURE (3.2%)
5,000,000 Archer Daniels Midland Co................. 03/01/13 7.125 5,514,975
5,000,000 Philip Morris International, Inc.......... 05/16/13 4.875 5,172,595
5,000,000 Reynolds American, Inc.................... 07/15/10 6.500 5,000,525
-----------
15,688,095
-----------
BANKING (5.8%)
10,000,000 PNC Funding Corp.......................... 06/22/12 2.300 10,032,740
10,000,000 State Street Corp......................... 04/30/12 2.150 9,982,680
</TABLE>

The accompanying notes are an integral part of these financial statements.

4
<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

<TABLE>
<CAPTION>
Principal Maturity Interest
Amount Date Rate Value
--------- -------- -------- -----
CORPORATE BONDS (continued)
BANKING (continued)
<S> <C> <C> <C> <C>
$ 6,500,000 US Bancorp................................ 03/13/12 2.250% $ 6,525,896
2,100,000 Wells Fargo & Co.......................... 12/09/11 3.000 2,163,800
-----------
28,705,116
-----------
BEVERAGES (3.6%)
5,000,000 Coca-Cola Co.............................. 03/15/14 3.625 5,108,345
2,000,000 Coca-Cola Enterprises, Inc................ 03/01/12 3.750 2,028,954
5,000,000 Diageo Finance BV......................... 04/01/13 5.500 5,167,475
185,000 PepsiAmericas, Inc........................ 05/31/11 5.625 194,339
5,000,000 PepsiAmericas, Inc........................ 02/15/14 4.375 4,976,495
-----------
17,475,608
-----------
COSMETICS / PERSONAL CARE (1.1%)
5,000,000 Procter & Gamble Co....................... 01/15/14 4.600 5,294,930
-----------
DIVERSIFIED FINANCIAL SERVICES (4.8%)
625,000 FIA Card Services NA...................... 06/15/12 6.625 575,079
1,500,000 Goldman Sachs Group, Inc.................. 07/15/11 1.625 1,505,911
5,000,000 IBM International Group Capital LLC....... 10/22/12 5.050 5,353,105
2,725,000 International Lease Finance Corp.......... 09/01/10 4.875 2,376,143
5,000,000 John Deere Capital Corp................... 06/19/12 2.875 5,139,600
5,000,000 John Deere Capital Corp................... 09/09/13 4.900 5,055,870
2,140,000 Textron Financial Corp.................... 02/03/11 5.125 1,803,774
365,000 Travelers Cos., Inc....................... 06/15/12 5.375 368,919
1,290,000 Unilever Capital Corp..................... 11/01/10 7.125 1,385,021
-----------
23,563,422
-----------
FOOD (4.3%)
5,000,000 Campbell Soup Co.......................... 02/15/11 6.750 5,391,900
5,000,000 General Mills, Inc........................ 09/10/12 5.650 5,267,210
5,000,000 Kellogg Co................................ 04/01/11 6.600 5,330,510
5,000,000 Kroger Co................................. 04/01/11 6.800 5,281,220
-----------
21,270,840
-----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 5

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

<TABLE>
<CAPTION>
Principal Maturity Interest
Amount Date Rate Value
--------- -------- -------- -----
CORPORATE BONDS (continued)
HEALTHCARE PRODUCTS (1.1%)
<S> <C> <C> <C> <C>
$ 5,000,000 Johnson & Johnson......................... 08/15/12 5.150% $ 5,435,435
-----------
HEALTHCARE SERVICES (2.1%)
5,000,000 UnitedHealth Group, Inc................... 11/15/12 5.500 5,015,040
5,000,000 WellPoint, Inc............................ 08/01/12 6.800 5,146,450
-----------
10,161,490
-----------
HOUSEHOLD PRODUCTS / WARES (1.1%)
5,000,000 Kimberly-Clark Corp....................... 02/15/12 5.625 5,347,815
-----------
INDUSTRIALS (6.6%)
5,000,000 3M Co..................................... 11/01/11 4.500 5,265,550
4,000,000 Emerson Electric Co....................... 08/15/10 7.125 4,256,604
5,000,000 General Dynamics Corp..................... 02/01/14 5.250 5,306,650
3,000,000 Goodrich Corp............................. 12/15/12 7.625 3,249,282
4,000,000 Lockheed Martin Corp...................... 03/14/13 4.121 4,060,104
5,000,000 Northrop Grumman Systems Corp............. 02/15/11 7.125 5,322,225
5,000,000 Raytheon Co............................... 01/15/11 4.850 5,169,995
-----------
32,630,410
-----------
INFORMATION TECHNOLOGY (3.4%)
5,000,000 Hewlett-Packard Co........................ 03/01/12 5.250 5,321,915
1,100,000 Intuit, Inc............................... 03/15/12 5.400 1,112,766
5,000,000 Oracle Corp............................... 01/15/11 5.000 5,268,535
5,000,000 Pitney Bowes, Inc......................... 06/15/13 3.875 4,821,865
-----------
16,525,081
-----------
INSURANCE (0.9%)
75,000 American International Group, Inc......... 10/18/16 5.600 26,081
4,385,000 MetLife, Inc.............................. 12/01/11 6.125 4,345,219
-----------
4,371,300
-----------
</TABLE>

The accompanying notes are an integral part of these financial statements.

6
<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

<TABLE>
<CAPTION>
Principal Maturity Interest
Amount Date Rate Value
--------- -------- -------- -----
CORPORATE BONDS (continued)
MATERIALS (2.2%)
<S> <C> <C> <C> <C>
$ 5,000,000 E.I. Du Pont de Nemours & Co.............. 07/15/13 5.000% $ 5,173,450
5,000,000 Praxair, Inc.............................. 04/01/12 6.375 5,381,505
-----------
10,554,955
-----------
MEDIA (3.1%)
5,000,000 Comcast Corp.............................. 03/15/11 5.500 5,171,600
5,000,000 Time Warner Cable, Inc.................... 07/02/12 5.400 5,073,295
5,000,000 Walt Disney Co............................ 12/15/13 4.500 5,191,625
-----------
15,436,520
-----------

OIL & GAS (8.2%)
5,000,000 Chevron Corp.............................. 03/03/14 3.950 5,123,545
5,000,000 ConocoPhillips............................ 02/01/14 4.750 5,272,740
5,000,000 EnCana Corp............................... 10/15/13 4.750 4,952,350
5,000,000 Halliburton Co............................ 10/15/10 5.500 5,208,505
5,000,000 Marathon Oil Corp......................... 02/15/14 6.500 5,187,965
5,000,000 ONEOK Partners LP......................... 04/01/12 5.900 4,883,920
5,000,000 Transocean, Inc........................... 03/15/13 5.250 5,062,145
5,000,000 Weatherford International Ltd............. 03/15/13 5.150 4,695,030
-----------
40,386,200
-----------
PHARMACEUTICALS (3.5%)
5,000,000 Abbott Laboratories....................... 11/30/12 5.150 5,407,910
1,350,000 Eli Lilly & Co............................ 03/06/12 3.550 1,386,341
5,000,000 GlaxoSmithKline Capital, Inc.............. 05/15/13 4.850 5,186,740
5,000,000 Schering-Plough Corp...................... 12/01/13 5.550 5,301,240
-----------
17,282,231
-----------
RETAIL (5.4%)
5,000,000 CVS Caremark Corp......................... 08/15/11 5.750 5,290,385
5,000,000 Lowe's Cos, Inc........................... 06/01/10 8.250 5,283,910
</TABLE>

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 7

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

<TABLE>
<CAPTION>
Principal Maturity Interest
Amount Date Rate Value
--------- -------- -------- -----
CORPORATE BONDS (continued)
RETAIL (continued)
<S> <C> <C> <C> <C>
$ 5,000,000 Target Corp............................... 01/15/11 6.350% $ 5,330,360
5,000,000 Walgreen Co............................... 08/01/13 4.875 5,321,120
5,000,000 Wal-Mart Stores, Inc...................... 05/01/13 4.550 5,300,995
-----------
26,526,770
-----------
TELECOMMUNICATIONS (7.6%)
635,000 AT&T, Inc................................. 09/15/09 4.125 640,933
5,000,000 AT&T, Inc................................. 03/15/11 6.250 5,270,845
5,000,000 British Telecommunications, Plc........... 12/15/10 8.625 5,225,105
5,000,000 Cisco Systems, Inc........................ 02/22/11 5.250 5,315,955
2,500,000 Deutsche Telekom International
Finance BV.............................. 06/15/10 8.500 2,628,002
2,500,000 Deutsche Telekom International
Finance BV.............................. 07/22/13 5.250 2,562,293
5,000,000 France Telecom S.A........................ 03/01/11 7.750 5,415,465
5,000,000 Verizon Pennsylvania, Inc................. 11/15/11 5.650 5,163,000
5,000,000 Vodafone Group, Plc....................... 02/15/10 7.750 5,185,820
-----------
37,407,418
-----------
TRANSPORTATION (3.0%)
5,000,000 Burlington Northern Santa Fe Corp......... 07/15/11 6.750 5,259,760
5,000,000 Canadian National Railway Co.............. 03/15/13 4.400 5,074,080
1,350,000 Union Pacific Corp........................ 01/15/11 6.650 1,423,020
270,000 Union Pacific Corp........................ 01/15/12 6.125 276,194
2,555,000 Union Pacific Corp........................ 04/15/12 6.500 2,644,734
-----------
14,677,788
-----------
UTILITIES (9.6%)
5,000,000 Alabama Power Co.......................... 12/01/10 4.700 5,146,975
5,000,000 Consolidated Edison Co. of
New York, Inc........................... 07/01/12 5.625 5,254,840
520,000 Dominion Resources, Inc................... 12/15/10 4.750 532,748
</TABLE>

The accompanying notes are an integral part of these financial statements.

8
<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

<TABLE>
<CAPTION>
Principal Maturity Interest
Amount Date Rate Value
--------- -------- -------- -----
CORPORATE BONDS (continued)
UTILITIES (continued)
<S> <C> <C> <C> <C>
$ 5,000,000 Duke Energy Carolinas LLC................. 04/01/10 4.500% $ 5,076,040
5,000,000 FPL Group Capital, Inc.................... 09/01/11 5.625 5,306,525
5,000,000 MidAmerican Energy Co..................... 07/15/12 5.650 5,140,335
5,000,000 PG&E Corp................................. 04/01/14 5.750 5,130,280
5,000,000 Sempra Energy............................. 02/01/13 6.000 5,092,915
5,000,000 Southern California Edison Co............. 01/15/10 7.625 5,151,280
5,000,000 Virginia Electric & Power Co.............. 12/15/10 4.500 5,114,975
------------
46,946,913
------------
Total Corporate Bonds
(Identified cost $394,460,911)............ 395,688,337
------------
U.S. GOVERNMENT AGENCY OBLIGATIONS (1.4%)
175,000 Federal Home Loan Mortgage Corp........... 05/15/28 5.500 179,154
180,000 Federal Home Loan Mortgage Corp........... 01/15/29 5.500 184,896
105,000 Federal Home Loan Mortgage Corp........... 10/15/34 5.500 110,430
93,738 Federal National Mortgage Assoc........... 10/25/21 6.000 98,181
270,000 Federal National Mortgage Assoc........... 03/25/31 5.500 280,130
5,860 Federal National Mortgage Assoc........... 11/25/33 5.500 5,848
494,832 Federal National Mortgage Assoc.(2)....... 07/01/36 5.753 514,581
879,963 Federal National Mortgage Assoc.(2)....... 09/01/36 5.804 912,830
1,185,670 Federal National Mortgage Assoc.(2)....... 01/01/37 5.468 1,235,052
66,469 Federal National Mortgage Assoc........... 02/25/44 5.950 68,483
1,351,675 FHLMC Non Gold Guaranteed(2).............. 04/01/36 5.382 1,404,253
298,533 FHLMC Non Gold Guaranteed(2).............. 12/01/36 5.419 310,736
649,330 FHLMC Non Gold Guaranteed(2).............. 01/01/37 5.483 677,199
1,012,941 FHLMC Non Gold Guaranteed(2).............. 02/01/37 5.442 1,056,560
51,265 General National Mortgage Assoc.(2)....... 08/20/29 4.625 51,620
------------
Total U.S. Government Agency Obligations
(Identified cost $6,843,369).............. 7,089,953
------------
</TABLE>

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 9

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
April 30, 2009 (unaudited)

<TABLE>
<CAPTION>
Principal Maturity Interest
Amount Date Rate Value
--------- -------- -------- -----
COMMERCIAL PAPER (0.1%)
<S> <C> <C> <C> <C>
$ 500,000 UBS Finance Delaware LLC(3)............... 05/01/09 0.180% $ 500,000
------------
Total Commercial Paper
(Identified cost $500,000)................ 500,000
------------

TOTAL INVESTMENTS (Identified cost $458,586,919)(4)..... 93.6% $459,598,349
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES.......... 6.4 31,372,293
----- ------------
NET ASSETS.............................................. 100.0% $490,970,642
===== ============
</TABLE>

----------

(1) Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be resold in transactions exempt from
registration, normally to qualified institutional buyers. Total market
value of 144A securities owned at April 30, 2009 was $130,098 or 0.0% of
net assets.

(2) Variable rate instrument. Interest rates change on specific dates (such as
coupon or interest payment date). The yield shown represents the April 30,
2009 coupon or interest rate.

(3) Coupon represents a yield to maturity.

(4) The aggregate cost for federal income tax purposes is $458,586,919. The
aggregate gross unrealized appreciation is $3,804,267 and the aggregate
gross unrealized depreciation is $2,792,837, resulting in net unrealized
appreciation of $1,011,430.

Abbreviations:

FHLMC - Federal Home Loan Mortgage Association

The accompanying notes are an integral part of these financial statements.

10
<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
(continued) April 30, 2009 (unaudited)

FAIR VALUE MEASUREMENTS

-- Level 1 - quoted prices in active markets for identical investments.

-- Level 2 - other significant observable inputs (including quoted prices for
similar investments, interest rates, prepayment speeds, credit risk, etc.)

-- Level 3 - significant unobservable inputs (including the Fund's own
assumptions in determining the fair value of investments).

The following is a summary of the inputs used as of April 30, 2009 in valuing
the Fund's investment carried at value:

Investments in
Valuation Inputs Securities
-------------------------- --------------

Level 1 - Quoted prices ................................... $ -
Level 2 - Other Significant Observable Inputs ............. 458,591,798
Level 3 - Significant Unobservable Inputs ................. 1,006,551
------------
Total .................................................. $459,598,349
============

Following is a reconciliation of investments in which significant unobservable
inputs (Level 3) were used in determining value:

<TABLE>
<CAPTION>
Other
Investments in Financial
Securities Instruments*
-------------- ------------
<S> <C> <C>
Balance as of 10/31/08 ................................. $ 3,629,715 $ -
Accrued discounts/premiums ............................. 437 -
Realized gain/loss and change in unrealized depreciation (160,445) -
Net purchases/sales .................................... (2,463,156) -
Net transfers in and/or out of Level 3 ................. - -
----------- --------
Balance as of 04/30/09 ................................. $ 1,006,551 $ -
=========== ========
Net change in unrealized depreciation from investments
still held as of 4/30/09 ............................ $ (124,757) $ -
</TABLE>

* Other financial instruments include futures, forwards and swap contracts.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 11

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
April 30, 2009 (unaudited)

ASSETS:
Investments in securities, at value
(identified cost $458,586,919) $ 459,598,349
Cash ................................................... 78,165
Receivables for:
Capital stock sold ................................... 24,855,950
Interest ............................................. 5,206,581
Investment sold ...................................... 3,883,192
-------------
Total Assets ....................................... 493,622,237
-------------
LIABILITIES:
Payables for:
Capital stock redeemed ............................... 1,339,888
Investment purchased ................................. 1,041,922
Investment advisory and administrative fees .......... 109,795
Custody and accounting fees .......................... 64,538
Shareholder servicing fees ........................... 38,001
Professional fees .................................... 17,459
Board of Trustees' fees .............................. 189
Accrued expenses and other liabilities ............... 39,803
-------------
Total Liabilities .................................. 2,651,595
-------------
NET ASSETS ................................................ $ 490,970,642
=============
Net Assets Consist of:
Par value .............................................. $ 49,414
Paid-in capital ........................................ 498,438,464
Undistributed net investment income .................... 197,688
Accumulated net realized loss on investments and
foreign exchange transactions ........................ (8,726,354)
Net unrealized appreciation on investments and
foreign currency translations ........................ 1,011,430
-------------
Net Assets ................................................ $ 490,970,642
=============
NET ASSET VALUE AND OFFERING PRICE PER SHARE
CLASS N SHARES
($339,776,116 / 34,191,138 shares outstanding) ......... $9.94
=====
CLASS I SHARES
($151,194,526 / 15,222,369 shares outstanding) ......... $9.93
=====

The accompanying notes are an integral part of these financial statements.

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the six months ended April 30, 2009 (unaudited)

NET INVESTMENT INCOME:
Income:
Interest and other income ............................... $ 6,746,855
------------
Total Income .......................................... 6,746,855
------------
Expenses:
Investment advisory and administrative fees ............. 482,871
Shareholder servicing fees .............................. 158,298
Custody and accounting fees ............................. 92,537
Board of Trustees' fees ................................. 23,772
Professional fees ....................................... 16,767
Miscellaneous expenses .................................. 61,574
------------
Total Expenses ........................................ 835,819
Expense offset arrangement ............................ (3,802)
------------
Net Expenses .......................................... 832,017
------------
Net Investment Income ..................................... 5,914,838
============
NET REALIZED AND UNREALIZED GAIN:
Net realized gain on investments .......................... 4,845,710
Net change in unrealized appreciation on investments ...... 14,300,123
Net change in unrealized appreciation on
foreign currency translations ........................... 40
------------
Net change in unrealized appreciation ................... 14,300,163
------------
Net Realized and Unrealized Gain .......................... 19,145,873
------------
Net Increase in Net Assets Resulting from Operations ......... $ 25,060,711
============

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 13

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
STATEMENTS OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
For the six
months ended For the
April 30, 2009 year ended
(unaudited) October 31, 2008
-------------- ----------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income............................ $ 5,914,838 $ 13,601,326
Net realized gain (loss) on investments.......... 4,845,710 (3,733,055)
Net change in unrealized appreciation (depreciation)
on investments and futures contracts........... 14,300,163 (14,587,872)
------------ ------------
Net increase (decrease) in net assets resulting
from operations................................ 25,060,711 (4,719,601)
------------ ------------
Dividends and distributions declared:
From net investment income:
Class N.......................................... (4,275,031) (7,097,397)
Class I.......................................... (2,275,830) (5,872,365)
------------ ------------
Total dividends and distributions declared..... (6,550,861) (12,969,762)
------------ ------------
Capital stock transactions:
Net proceeds from sales of capital stock......... 233,422,066 91,732,483
Net assets value of capital stock issued to shareholders
for reinvestment of dividends and distributions 5,620,156 211,322
Net cost of capital stock redeemed............... (21,473,824) (108,067,830)
------------ ------------
Net increase (decrease) in net assets
resulting from capital stock transactions.... 217,568,398 (16,124,025)
------------ ------------
Total increase (decrease) in net assets........ 236,078,248 (33,813,388)

NET ASSETS:
Beginning of year.................................. 254,892,394 288,705,782
------------ ------------
End of period (including undistributed net investment
income of $197,688 and $833,711, respectively)... $490,970,642 $254,892,394
============ ============
</TABLE>

The accompanying notes are an integral part of these financial statements.

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a Class N share outstanding throughout
each period

<TABLE>
<CAPTION>
For the six
months ended For the years ended October 31,
April 30, 2009 -------------------------------------------------------------------
(unaudited) 2008 2007 2006 2005 2004
-------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year ..... $9.31 $9.92 $10.10 $10.19 $10.57 $10.57
------- ------- ------- ------- ------- -------
Income from investment operations:
Net investment income1 .............. 0.18 0.44 0.46 0.48 0.42 0.43
Net realized and unrealized
gain (loss) ....................... 0.64 (0.63) (0.21) (0.03) (0.27) 0.17
------- ------- ------- ------- ------- -------
Total income (loss) from
investment operations. .......... 0.82 (0.19) 0.25 0.45 0.15 0.60
------- ------- ------- ------- ------- -------
Less dividends and distributions:
From net investment income .......... (0.19) (0.42) (0.43) (0.46) (0.41) (0.44)
From net realized gains ............. - - - (0.08) (0.12) (0.16)
------- ------- ------- ------- ------- -------
Total dividends and
distributions ................... (0.19) (0.42) (0.43) (0.54) (0.53) (0.60)
------- ------- ------- ------- ------- -------
Net asset value, end of period ......... $9.94 $9.31 $9.92 $10.10 $10.19 $10.57
======= ======= ======= ======= ======= =======
Total return ........................... 8.89% (2.08)% 2.42% 4.64% 1.49% 5.77%
Ratios/Supplemental data:
Net assets, end of period
(in millions) ..................... $340 $160 $168 $147 $149 $110
Ratio of expenses to
average net assets ................ 0.57%(2,3) 0.58%(2) 0.61%(2) 0.55%(2) 0.57%(2) 0.55%(4)
Ratio of net investment income
to average net assets ............. 3.60%(3) 4.42% 4.62% 4.75% 4.06% 4.14%
Portfolio turnover rate ............. 123% 185% 275% 325% 211% 210%
</TABLE>

----------
(1) Calculated using average shares outstanding for the period.

(2) The ratio of expenses to average net assets for the six months ended April
30, 2009, and the years ended October 31, 2008, 2007, 2006 and 2005
reflect fees reduced as a result of an expense offset arrangement with the
Fund's custodian. Has this arrangement not been in place, this ratio would
have been 0.57%, 0.58%, 0.62%, 0.56% and 0.58% respectively.

(3) Annualized.

(4) Had the expense payment agreement, which terminated on December 31, 2004,
not been in place, the ratio of expenses to average net assets would have
been as follows: N/A, N/A, N/A, N/A, N/A and 0.61%, respectively.

The accompanying notes are an integral part of these financial statements.

FINANCIAL STATEMENT APRIL 30, 2009 15

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (continued)
Selected per share data and ratios for a Class I share outstanding throughout
each period

<TABLE>
<CAPTION>
For the six
months ended For the years ended October 31,
April 30, 2009 -------------------------------------------------------------------
(unaudited) 2008 2007 2006 2005 2004
-------------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Net asset value, beginning of year ..... $9.31 $9.92 $10.10 $10.19 $10.57 $10.57
------- ------- ------- ------- ------- -------
Income from investment operations:
Net investment income1 .............. 0.19 0.46 0.48 0.50 0.44 0.46
Net realized and unrealized
gain (loss) ....................... 0.63 (0.64) (0.20) (0.04) (0.27) 0.15
------- ------- ------- ------- ------- -------
Total income (loss) from
investment operations. .......... 0.82 (0.18) 0.28 0.46 0.17 0.61
------- ------- ------- ------- ------- -------
Less dividends and distributions:
From net investment income .......... (0.20) (0.43) (0.46) (0.47) (0.43) (0.45)
From net realized gains ............. - - - (0.08) (0.12) (0.16)
------- ------- ------- ------- ------- -------
Total dividends and
distributions ................... (0.20) (0.43) (0.46) (0.55) (0.55) (0.61)
------- ------- ------- ------- ------- -------
Net asset value, end of period ......... $9.93 $9.31 $9.92 $10.10 $10.19 $10.57
======= ======= ======= ======= ======= =======
Total return ........................... 8.84% (1.92)% 2.58% 4.79% 1.64% 5.91%
Ratios/Supplemental data:
Net assets, end of period
(in millions) ..................... $151 $95 $121 $94 $94 $91
Ratio of expenses to
average net assets ................ 0.42%(2,3) 0.42%(2) 0.46%(2) 0.40%(2) 0.42%(2) 0.40%(4)
Ratio of net investment income
to average net assets ............. 3.81%(3) 4.56% 4.78% 4.92% 4.21% 4.36%
Portfolio turnover rate ............. 123% 185% 275% 325% 211% 210%
</TABLE>

(1) Calculated using average shares outstanding for the period.

(3) Annualized.

The accompanying notes are an integral part of these financial statements.

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
April 30, 2009 (unaudited)

1. Organization and Significant Accounting Policies. BBH Broad 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,
as an open-end management investment company. The Trust was originally
organized under the laws of the State of Maryland on July 16, 1990 as BBH
Fund, Inc. and re-organized as a Delaware statutory trust on June 12,
2007. The Fund commenced operations on December 22, 2000. On August 6,
2002, the Trustees reclassified the Fund's outstanding shares as "Class
N", and established a new class of shares designated as "Class I". Class I
commenced on December 3, 2002. Class N and Class I shares have different
operating expenses. Neither Class N shares nor Class I shares convert to
any other class of the Fund. At April 30, 2009, there were five series of
the Trust.

A. Valuation of Investments. Bonds and other fixed income securities,
including restricted securities (other than short-term obligations
but including listed issues) are valued at their most recent bid
prices (sales price if the principal market is an exchange) in the
principal market in which such securities are normally traded, on
the basis of valuations furnished by a pricing service, use of which
has been approved by the Trustees. In making such valuations, the
pricing service utilizes 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 if their original
maturity was 60 days or less, or by amortizing their value on the
61st day prior to maturity, if their original maturity when acquired
by the Fund was more than 60 days, unless this is determined not to
represent fair value by the Trustees.

B. Accounting for Investments and Income. Investment transactions are
accounted for on the trade date. Realized gains and losses, if any,
from investment transactions are determined on the basis of
identified cost. Interest income is accrued daily and consists of
interest accrued, discount earned (including both original issue and
market discount) and premium amortization on the investments of the
Fund. Investment income is recorded net of foreign taxes withheld
where

FINANCIAL STATEMENT APRIL 30, 2009 17

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2009 (unaudited)

recovery of such tax is uncertain. Debt obligations may be placed on
non-accrual status and related interest income may be reduced by
ceasing current accruals and writing off interest receivable when
the collection of all or a portion of interest has become doubtful
based on consistently applied procedures. A debt obligation is
removed from non-accrual status when the issuer resumes interest
payments or when collectability of interest is reasonably assured.

C. Repurchase Agreements. The Fund may enter into repurchase agreements
with primary dealers of U.S. Government Obligations as designated by
the Federal Reserve Bank of New York. Repurchase agreements are
transactions in which the Fund buys a security from a dealer or bank
and agrees to sell the security back at a mutually agreed upon time
and price. The repurchase price exceeds the sale price, reflecting
the Fund's return on the transaction or effectively the interest
rate paid by the dealer to the Fund. This return is unrelated to the
interest rate on the underlying security. The Fund will enter into
repurchase agreements only with banks and other recognized financial
institutions, such as securities dealers, deemed creditworthy by the
Investment Adviser. The Fund's custodian or sub-custodian will take
possession of the securities subject to repurchase agreements. The
Investment Adviser or sub-custodian will monitor 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. At April 30, 2009, the Fund
had no open repurchase agreements.

D. Forward Foreign Currency Exchange Contracts. The Fund may enter into
forward foreign currency exchange contracts ("contracts") in
connection with planned purchases or sales of securities, to hedge
the U.S. dollar value of Fund securities denominated in a particular
currency, or to increase or shift its exposure to a currency other
than U.S. dollars. The Fund has no specific limitation on the
percentage of assets which may be committed to these types of
contracts. The Fund could be exposed to risks if the counterparties
to the contracts are unable to meet the terms of their contracts or
if the value of the foreign currency changes unfavorably. The U.S.
dollar values of foreign currency underlying all contractual
commitments held by the Fund are determined using forward currency
exchange rates supplied by a quotation service. At April 30, 2009,
the Fund had no open forward foreign currency exchange contracts.

E. Swap Agreements. The Fund may enter into swap agreements. A swap is
an exchange of cash payments based on a notional principal amount
between the Fund and another party which is based on a specific
financial index. These transactions are entered into in an attempt
to obtain a particular return when it is considered desirable to do
so, possibly at a lower cost to the Fund than if the Fund had
invested directly in an instrument that yielded that desired return.
Cash payments are exchanged at specified intervals and recorded in
the Statement of Operations as realized gains and losses. The
expected income or expense is recorded on an accrual basis. The
value of the swap is

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2009 (unaudited)

adjusted daily and the change in value is recorded as unrealized
appreciation or depreciation. Risks may arise upon entering into
these agreements from the potential inability of counter parties to
meet the terms of their contract and from unanticipated changes in
the value of the financial index on which the swap agreement is
based. Risks may exceed amounts recognized on the Statement of
Assets and Liabilities. The Fund may use swaps for both hedging and
non-hedging purposes. For hedging purposes, the Fund may use swaps
to reduce its exposure to interest and foreign exchange rate
fluctuations. For non-hedging purposes, the Fund may use swaps to
take a position on anticipated changes in the underlying financial
index. At April 30, 2009, the Fund had no open swap agreements.

F. Financial Futures Contracts. The Fund may enter into open futures
contracts in order to hedge against anticipated future changes in
interest rates which otherwise might either adversely affect the
value of securities held for the Fund or adversely affect the prices
of securities which are intended to be purchased at a later date for
the Fund. The contractual amount of the futures contracts represents
the investment the Fund has in a particular contract and does not
necessarily represent the amounts potentially subject to risk.
Trading in futures contracts involves, to varying degrees, risk of
loss in excess of any futures variation margin reflected in the
Statement of Assets and Liabilities. The measurement of risk
associated with futures contracts is meaningful only when all
related and offsetting transactions are considered. Gains and losses
are realized upon the expiration or closing of the futures
contracts. Futures contracts held by the Fund are valued daily at
the official settlement price of the exchange on which it is traded.
At April 30, 2009, the Fund had no open financial futures contracts.

G. Rule 144A Securities. The Fund may purchase securities that are not
registered under the 1933 Act, but that can be sold to "qualified
institutional buyers" in accordance with the requirements stated in
Rule 144A under the 1933 Act (Rule 144A Securities). A Rule 144A
Security may be considered illiquid and therefore subject to the 15%
limitation on the purchase of illiquid securities, unless it is
determined on an ongoing basis that an adequate trading market
exists for the security. Guidelines have been adopted and the daily
function of determining and monitoring liquidity of Rule 144A
Securities has been delegated to the Investment Adviser. All
relevant factors will be considered in determining the liquidity of
Rule 144A Securities and all investments in Rule 144A Securities
will be carefully monitored. Information regarding Rule 144A
securities is included at the end of the portfolio of investments.

H. Securities Lending. The Fund may lend its portfolio securities to
broker-dealers, qualified banks and certain institutional investors.
The loans are secured by collateral in an amount equal to at least
the market value at all times of the loaned securities plus any
accrued interest and dividends. During the time the securities are
on loan, the Fund will continue to receive the interest and

FINANCIAL STATEMENT APRIL 30, 2009 19

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2009 (unaudited)

I. Federal Income Taxes. It is the Trust's policy to comply with the
requirements of the Internal Revenue Code (the "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. The Fund files a tax return annually using
tax accounting methods required under provisions of the Code which
may differ from accounting principles generally accepted in the
United States of America, the basis on which these financial
statements are prepared. Accordingly, the amount of net investment
income and net realized gain reported on these financial statements
may differ from that reported on the Fund's tax return due to
certain book-to-tax timing differences such as losses deferred due
to "wash sale" transactions and utilization of capital loss
carryforwards. These differences result in temporary
over-distributions for financial statement purposes and are
classified as distributions in excess of accumulated net realized
gains or net investment income. These distributions do not
constitute a return of capital. Permanent differences are
reclassified on the Statement of Assets & Liabilities based upon
their tax classification. As such, the character of distributions to
shareholders reported in the Financial Highlights table may differ
from that reported to shareholders on Form 1099-DIV.

J. Dividends and Distributions to Shareholders. Dividends to
shareholders, if any, are generally declared and paid monthly and
are recorded on the ex-dividend date. Distributions from net capital
gains, if any, are generally declared and paid annually and are
recorded on the ex-dividend date. The tax character of distributions
paid during the fiscal years ended October 31, 2008 and 2007,
respectively, were as follows:

2008: $12,969,762 - $12,969,762 - $12,969,762
2007: 11,326,680 - 11,326,680 - 11,326,680

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2009 (unaudited)

As of October 31, 2008 and 2007, respectively, the components of
accumulated earnings/(deficit) on a tax basis were as follows:

<TABLE>
<CAPTION>
Components of accumulated earnings/(deficit):
-------------------------------------------------------------------------------------------------------------------
Other Total
Undistributed Undistributed Accumulated Book/Tax Unrealized accumulated
ordinary long-term Accumulated capital and temporary appreciation/ earnings/
income capital gain earnings other losses differences (depreciation) (deficit)
------------- ------------- ----------- ------------ ----------- -------------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
2008: $833,711 - $833,711 $(13,308,121) $(263,943) $(13,288,693) $(26,027,046)
2007: 436,155 - 436,155 (10,771,480) (137,660) (69,955) 10,542,940
</TABLE>

The Fund had a net capital loss carryforward of approximately
$13,308,121 which expires as follows:

Expiration
date Amount
---------- -----------
10/31/2014 $ 5,375,549
10/31/2015 5,395,931
10/31/2016 2,536,641
-----------
$13,308,121
===========

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

The differences between book-basis and tax-basis unrealized
appreciation/(depreciation) is attributable primarily to the tax
deferral of losses on wash sales.

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

K. Accounting Developments. In June 2006, the Fund adopted FASB
Interpretation No. 48 "Accounting for Uncertainty in Income Taxes"
("FIN 48"). FIN 48 provides guidance for how uncertain tax positions
should be recognized, measured, presented and disclosed in the
financial statements. FIN 48 requires the evaluation of tax
positions taken or expected to be taken in the course of preparing
the Fund's tax returns to determine whether that tax positions are
"more-likely-than-not" of being sustained by the applicable tax
authority. Tax positions not deemed to meet the more-likely-than-not
threshold would be recorded as a tax benefit or expense in the
current year. The adoption of FIN 48 had no impact on the operations
of the Fund for the six months ended April 30, 2009.

FINANCIAL STATEMENT APRIL 30, 2009 21

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2009 (unaudited)

2. Transactions with Affiliates.

Investment Advisory and Administrative Fees. Effective June 12, 2007,
under a combined Investment Advisory and Administrative Services Agreement
("Agreement") with the Trust, Brown Brothers Harriman & Co. ("BBH")
through a separately identifiable department (the "SID") provides
investment advisory and portfolio management services to the Fund. The
Fund pays a combined fee for investment advisory and administrative
services calculated daily and paid monthly at an annual rate equivalent to
0.30% of the fund's average daily net assets. BBH has a sub-administration
services agreement with Federated Services Company ("FSC") for which FSC
receives compensation paid by BBH. For the six months ended April 30,
2009, the Fund incurred $482,871 for investment advisory and
administrative services.

Shareholder Servicing Fees. The Trust has a shareholder servicing
agreement with BBH. BBH receives a fee from the Fund for such services
calculated daily and paid monthly at an annual rate of 0.15% of Class N
shares' average daily net assets. For the six months ended April 30, 2009,
the Fund incurred $158,298 for shareholder servicing services.

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2009 (unaudited)

Custody and Accounting Fees. BBH acts as a custodian and shall receive a
custody and accounting fee from the Fund calculated daily and paid
monthly. BBH holds all cash and investments and calculates the daily net
asset value. The custody fee is a transaction based fee with an annual
minimum of $30,000, and the accounting fee is calculated at 0.04% per
annum on the first $100 million of net assets, 0.02% per annum on the next
$400 million of net assets and 0.01% per annum on all net assets over $500
million. For the six months ended April 30, 2009, the Fund incurred
$92,537 for custody and accounting services. These fees for the Fund were
reduced by $3,802 as a result of an expense offset arrangement with the
Fund's custodian. 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 overdraft. The total
interest paid by the Fund for the six months ended April 30, 2009, was
$20.

4. Securities on Loan. As of April 30, 2009, the Fund had no securities on
loan.

FINANCIAL STATEMENT APRIL 30, 2009 23

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
April 30, 2009 (unaudited)

5. Capital Stock. The Trust is permitted to issue an unlimited number of
Class N shares and Class I shares of capital stock, at no par value.
Transactions in shares of capital stock were as follows:

<TABLE>
<CAPTION>
SHARES AMOUNT
--------------------------------- ---------------------------------
For the six For the six
months ended For the months ended For the
April 30, 2009 year ended April 30, 2009 year ended
(unaudited) October 31, 2008 (unaudited) October 31, 2008
-------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C>
Class N
Capital stock sold .... 18,417,523 4,485,055 $181,863,410 $44,457,271
Capital stock issued in
connection with
reinvestment of
dividends ........... 393,836 22,998 3,891,534 226,737
Capital stock redeemed. (1,752,034) (4,256,876) (17,227,091) (42,061,645)
----------- ---------- ------------- ------------
Net increase .......... 17,059,325 251,177 $168,527,853 $2,622,363
=========== ========== ============= ============
Class I
Capital stock sold .... 5,233,025 4,739,971 $51,558,656 $47,275,212
Capital stock issued in
connection with
reinvestment of
dividends ........... 175,026 (1,548) 1,728,622 (15,415)
Capital stock redeemed. (429,412) (6,711,398) (4,246,733) (66,006,185)
----------- ---------- ------------- ------------
Net increase .......... 4,978,639 (1,972,975) $49,040,545 $(18,746,388)
=========== ========== ============= ============
</TABLE>

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
DISCLOSURE OF FUND EXPENSES
April 30, 2009 (unaudited)

EXAMPLE

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

The Example is based on an investment of $1,000 invested at the beginning of the
period and held for the entire period (November 1, 2008 to April 30, 2009).

ACTUAL EXPENSES

HYPOTHETICAL EXAMPLE FOR COMPARISON PURPOSES

FINANCIAL STATEMENT APRIL 30, 2009 25

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
DISCLOSURE OF FUND EXPENSES (continued)
April 30, 2009 (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.

Expenses Paid
Beginning Ending During Period
Account Value Account Value November 1, 2008
November 1, 2008 April 30, 2009 to April 30, 2009(1)
---------------- -------------- --------------------
Class N
Actual............ $1,000 $1,088.90 $2.95
Hypothetical(2)... $1,000 $1,021.97 $2.86

Expenses Paid
Beginning Ending During Period
Account Value Account Value November 1, 2008
November 1, 2008 April 30, 2009 to April 30, 2009(1)
---------------- -------------- --------------------
Class I
Actual............ $1,000 $1,088.40 $2.17
Hypothetical(2)... $1,000 $1,022.71 $2.11

----------
(1) Expenses are equal to the Fund's annualized expense ratio of 0.57% and
0.42% for Class N and I shares, respectively, multiplied by the average
account value over the period, multiplied by 181/365 (to reflect the
one-half year period).

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
DISCLOSURE OF ADVISOR SELECTION
April 30, 2009 (unaudited)

Approval of Investment Advisory/Administrative Services Agreement

Nature, Extent and Quality of Services Provided by Brown Brothers Harriman's
Mutual Fund Advisory Department (the "SID") and Brown Brothers Harriman & Co.
("BBH")

The Board considered the scope and quality of services to be provided by the SID
and BBH under the Agreement and noted that the scope of services provided had
expanded over time. The Board considered the quality of the investment research
by the SID, the administrative capabilities provided by BBH and the other
resources BBH and the SID have dedicated to performing services for the Funds.
The Board concluded that, overall, they were satisfied with the nature, extent
and quality of services expected to be provided to each of the Funds under the
Agreement.

Costs of Services Provided and Profitability to BBH

FINANCIAL STATEMENT APRIL 30, 2009 27

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
DISCLOSURE OF ADVISOR SELECTION (continued)
April 30, 2009 (unaudited)

Fall-Out Benefits

Economies of Scale

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
DISCLOSURE OF ADVISOR SELECTION (continued)
April 30, 2009 (unaudited)

appeared to be no uniformity or pattern in the fees and asset levels at which
breakpoints (if any) apply. In light of the Funds' current size and expense
structure, the Board concluded that it was unnecessary at this time to consider
breakpoints with respect to the Funds, other than for the BBH Money Market Fund.

Investment Results

Fee Rates

The following factors specific to the BBH Broad Market Fund also were noted and
considered by the Board in deciding to approve the Agreement:

The Board reviewed the information showing performance of the BBH Broad Market
Fund's Class N shares and Class I shares compared to the Barclays Capital U.S.
Aggregate Bond Index. Both classes of the BBH Broad Market Fund modestly
underperformed the benchmark over all the relevant periods both on a pre-fee and
after-fee basis. The Board noted that the Advisor had made a change to the
Fund's portfolio management team in 2008 and that changes had been made to the
overall make up of the portfolio to reduce its risk profile. The Board also
noted the expense ratio for both share classes were in line with or lower than
many funds of similar size and investment mandate. Taking into account these
comparisons and the other factors considered, the Board concluded that the BBH
Broad Market Fund's investment results over time, the actions taken by the
Advisor and its total expense ratio had been reasonable.

FINANCIAL STATEMENT APRIL 30, 2009 29

<PAGE>

BBH BROAD MARKET FUND
--------------------------------------------------------------------------------
DISCLOSURE OF ADVISOR SELECTION (continued)
April 30, 2009 (unaudited)

Conflicts of Interest

As a general matter, certain conflicts of interest may arise in connection with
management of a 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 man- aged 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 created by compensation arrangements, and
conflicts relating to selection of brokers or dealers to execute fund portfolio
trades and/or specific uses of commissions from Fund portfolio trades. BBH may
direct brokerage transactions and/or payment of a portion of client commissions
("soft dollars") to specific brokers or dealers or other providers to pay for
research or brokerage services. The use of a broker that provides research and
securities transaction services may result in a higher commission than that
offered by a broker who does not provide such services. BBH will determine in
good faith whether the amount of commission is reasonable in relation to the
value of research and brokerage services provided. BBH may enter into advisory
and/or referral arrangements with third parties. Such arrangements are typically
entered into in accordance with a written agreement and 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 has adopted and implemented policies and procedures, including trade
allocation procedures, which are designed to address the conflicts associated
with managing multiple accounts for multiple clients. In addition, BBH monitors
a variety of areas, including compliance with account investment guidelines, the
inclusion only of securities approved for purchase by an oversight committee and
compliance with the Code of Ethics. Finally, BBH has structured the portfolio
managers' compensation in a manner, and the Funds have adopted policies,
reasonably designed to safeguard a Fund from being negatively affected as a
result of any such potential conflicts.

<PAGE>

INVESTMENT ADVISER AND ADMINISTRATOR
BROWN BROTHERS HARRIMAN
140 BROADWAY
NEW YORK, NY 10005

DISTRIBUTOR
EDGEWOOD SERVICES, INC.
4000 ERICSSON DRIVE
WARRENDALE, PA 15086-7561

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

BROWN [LOGO]
BROTHERS
HARRIMAN