ncsr63009.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-21829

BBH TRUST

BBH Money Market Fund

BBH Tax Exempt Money Fund

(Exact name of Registrant as specified in charter)

140 Broadway,

New York, NY 10005

(Address of principal executive offices)

Corporation Services Company,

2711 Centerville Road, Suite 400, Wilmington,

DE, 19808

(Name and address of agent for service)

Registrant's telephone number, including area code: (212) 593-7237

Date of fiscal year end: JUNE 30

Date of reporting period: JUNE 30, 2009

Form N-CSR is to be used by management investment companies to file reports

with the Commission not later than 10 days after the transmission to

stockholders of any report that is required to be transmitted to stockholders

under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1).

The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A Registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A Registrant is not required to respond to the collection of information contained in Form N-CSR

unless the Form displays a currently valid Office of Management and Budget

("OMB") control number. Please direct comments concerning the accuracy of the

information collection burden estimate and any suggestions for reducing the

burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,

Washington, DC 20549-0609. The OMB has reviewed this collection of information

under the clearance requirements of 44 U.S.C. Section 3507.

ITEM 1. REPORTS TO STOCKHOLDERS.

[LOGO] BROWN
BROTHERS
HARRIMAN

--------------------------------------------------------------------------------

Annual Report

JUNE 30, 2009

--------------------------------------------------------------------------------

BBH MONEY MARKET FUND

<PAGE>

BBH MONEY MARKET FUND
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MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
June 30, 2009

For the 12-month period ended June 30, 2009, the BBH Money Market Fund (the
"Fund") produced a total return of 1.10%(1) and 1.35%(1) for its regular and
institutional shares, respectively. We believe the performance of the Fund was
competitive within the industry while maintaining a high degree of liquidity
throughout the period.

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

During the reporting period, the money markets faced an unparalleled credit
environment, including the failure of a prominent money market fund to maintain
a net asset value of $1.00 per share, triggered by the bankruptcy of Lehman
Brothers. Also during this period, the U.S. Government placed the nation's two
largest mortgage guarantors, Freddie Mac and Fannie Mae, as well as the largest
insurance company, AIG, in conservatorship. All three firms were active issuers
of paper in the money markets. Risk premiums quickly rose to abnormally high
levels, even for securities deemed to be of very high credit quality, resulting
in a period where liquidity became unavailable for all but government supported
securities. To combat the credit crisis, the Federal Reserve took several
unprecedented actions including cutting its target interest rate to zero and
creating a number of liquidity facilities designed to ease strains on the money
markets. These programs ultimately proved highly successful, reestablishing
liquidity in the money markets and substantially lowering risk premiums. At its
height, the spread between high quality money market credit and U.S. Treasury
bills, referred to as the TED spread, rose to a record 460 basis points in early
October. By the end of the reporting period, the TED spread had recovered to a
more normal 40 basis points. Ironically, the welcomed easing of risk premiums
has led to a new challenge facing money market funds which is to provide a
viable return in the midst of historically low interest rates.

Throughout this difficult environment, the investment team for the BBH Money
Market Fund maintained what it believed to be a conservative investment
strategy, which enabled the Fund to largely avoid some of the more distressed
areas of the markets and provide uninterrupted liquidity to its shareholders.
Brown Brothers Harriman & Co. continues to perform its own rigorous credit
assessment of all securities purchased for the Fund and does not soley rely on
the rating agencies to determine credit quality. As a result, the investment
team has been able to deliver a consistently competitive return and ample
liquidity even with the recent adverse conditions present in the money markets.

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

2
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BBH MONEY MARKET FUND
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
June 30, 2009

To the Trustees of the BBH Trust and Shareholders of
BBH Money Market Fund

We have audited the accompanying statement of assets and liabilities, including
the portfolio of investments, of BBH Money Market Fund (a series of BBH Trust)
(the "Fund") as of June 30, 2009, and the related statement of operations for
the year then ended, the statement of changes in net assets for each of the two
years in the period then ended, and the financial highlights for each of the
five years in the period then ended. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement. The Fund
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Fund's internal control over
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. Our procedures included confirmation
of securities owned as of June 30, 2009, by correspondence with the custodian
and brokers; where replies were not received from brokers, we performed other
audit procedures. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of BBH
Money Market Fund as of June 30, 2009, the results of its operations for the
year then ended, the changes in its net assets for each of the two years in the
period then ended, and the financial highlights for each of the five years in
the period then ended, in conformity with accounting principles generally
accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts
August 18, 2009

FINANCIAL STATEMENT JUNE 30, 2009 3
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO ALLOCATION
June 30, 2009

BREAKDOWN BY SECURITY TYPE AND OTHER ASSETS

<TABLE>
<CAPTION>
Percent of
U.S. $ Value Net Assets
-------------- ----------
<S> <C> <C>
Certificates of Deposit ........................................................ $ 916,706,281 33.9%
Commercial Paper ............................................................... 689,553,178 25.5
Corporate Bonds ................................................................ 109,503,233 4.0
Municipal Bonds ................................................................ 407,588,708 15.1
U.S. Government Agency Obligations ............................................. 28,015,700 1.0
Time Deposits .................................................................. 310,300,000 11.5
Repurchase Agreements .......................................................... 220,000,000 8.1
Cash and Other Assets in Excess of Liabilities ................................. 24,736,083 0.9
-------------- -----
NET ASSETS ..................................................................... $2,706,403,183 100.0%
============== =====
</TABLE>

All data as of June 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.

4
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BBH MONEY MARKET FUND
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PORTFOLIO OF INVESTMENTS
June 30, 2009

<TABLE>
<CAPTION>
Principal Maturity Interest
Amount Date Rate Value
--------- -------- -------- -----
<S> <C> <C> <C> <C>
CERTIFICATES OF DEPOSIT (33.9%)
$ 70,000,000 Australia & New Zealand Banking Group................. 09/24/09 0.330% $ 70,001,649
10,000,000 Banco Bilbao Vizcaya Argentaria....................... 08/07/09 3.050 10,000,251
17,600,000 Banco Bilbao Vizcaya Argentaria....................... 08/20/09 1.105 17,600,122
23,200,000 Banco Bilbao Vizcaya Argentaria....................... 02/11/10 1.205 23,200,718
15,000,000 Banco Bilbao Vizcaya Argentaria....................... 03/19/10 0.905 15,000,540
15,000,000 Bank of America....................................... 07/06/09 1.050 15,000,000
20,000,000 Bank of America....................................... 10/07/09 1.100 20,000,000
20,000,000 Bank of America....................................... 02/08/10 1.220 20,000,000
45,997,000 Bank of Montreal...................................... 09/15/09 0.350 45,998,938
45,000,000 Barclays Bank, Plc.................................... 12/15/09 0.815 45,000,000
22,350,000 BNP Paribas........................................... 07/27/09 1.120 22,350,000
12,000,000 BNP Paribas........................................... 12/07/09 0.480 12,000,000
21,000,000 BNP Paribas........................................... 02/16/10 0.840 21,000,000
30,000,000 Citibank NA........................................... 07/22/09 0.900 30,000,000
10,000,000 Citibank NA........................................... 08/12/09 0.750 10,000,000
10,000,000 Citibank NA........................................... 08/18/09 0.570 10,000,000
10,000,000 Citibank NA........................................... 09/08/09 0.550 10,000,000
30,000,000 Deutsche Bank AG...................................... 07/22/09 0.620 30,000,000
29,000,000 Deutsche Bank AG(1)................................... 01/25/10 1.592 29,103,164
25,000,000 DnB NorBank ASA....................................... 09/25/09 0.300 25,000,000
22,600,000 DnB NorBank ASA....................................... 02/11/10 1.380 22,600,000
20,000,000 DnB NorBank ASA....................................... 06/25/10 1.130 20,000,000
45,000,000 Lloyds TSB Bank, Plc.................................. 09/10/09 0.590 45,000,000
25,000,000 Lloyds TSB Bank, Plc.................................. 10/23/09 0.760 25,000,000
18,000,000 Nordea Bank Finland, Plc.............................. 10/06/09 1.950 18,024,188
5,000,000 Nordea Bank Finland, Plc.............................. 10/13/09 1.300 4,997,105
20,000,000 Nordea Bank Finland, Plc.............................. 05/21/10 1.070 19,999,994
20,000,000 Rabobank Nederland NV................................. 09/04/09 1.010 20,000,359
25,000,000 Rabobank Nederland NV................................. 10/09/09 1.000 25,003,456
25,000,000 Royal Bank of Scotland, Plc........................... 07/09/09 1.650 25,000,826
18,000,000 Royal Bank of Scotland, Plc........................... 11/30/09 1.260 18,000,000
25,000,000 Royal Bank of Scotland, Plc........................... 05/11/10 1.940 25,000,000
22,500,000 Societe Generale...................................... 05/14/10 0.990 22,500,000
25,000,000 Svenska Handelsbanken, Inc............................ 09/17/09 0.350 25,001,080
</TABLE>

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

FINANCIAL STATEMENT JUNE 30, 2009 5
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BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2009

<TABLE>
<CAPTION>
Principal Maturity Interest
Amount Date Rate Value
--------- -------- -------- -----
<S> <C> <C> <C> <C>
CERTIFICATES OF DEPOSIT (continued)
$ 11,300,000 Toronto Dominion Bank................................. 09/14/09 1.000% $ 11,300,000
20,000,000 Toronto Dominion Bank................................. 11/13/09 1.630 20,009,623
30,000,000 Toronto Dominion Bank................................. 01/12/10 0.600 30,012,954
25,000,000 UBS AG ............................................... 07/13/09 1.540 25,000,083
8,000,000 UBS AG ............................................... 10/16/09 1.765 8,000,118
25,000,000 UBS AG ............................................... 05/24/10 1.975 25,001,113
--------------
Total Certificates of Deposit......................... 916,706,281
--------------

COMMERCIAL PAPER (25.5%)
20,000,000 Austin, Texas, Independent School
District............................................ 07/22/09 0.400 20,000,000
60,000,000 Automatic Data Processing, Inc.(2).................... 07/01/09 0.150 60,000,000
17,800,000 Brown University(3)................................... 07/01/09 0.595 17,800,000
21,000,000 Brown-Forman Corp.(2)................................. 07/02/09 0.300 20,999,825
21,000,000 Brown-Forman Corp.(2)................................. 07/06/09 0.300 20,999,125
20,549,000 City of Chicago, Illinois(2).......................... 10/06/09 2.004 20,441,032
5,253,000 City of Dallas, Texas................................. 08/27/09 0.400 5,253,000
50,000,000 Danske Corp.(2)....................................... 08/17/09 0.310 49,979,764
15,000,000 Danske Corp.(2)....................................... 09/03/09 0.350 14,990,667
10,000,000 De Kalb County, Georgia Development
Authority........................................... 07/08/09 0.850 10,000,000
30,000,000 Hewlett-Packard Co.(2)................................ 07/01/09 0.180 30,000,000
10,000,000 Hewlett-Packard Co.(2)................................ 07/02/09 0.200 9,999,944
62,000,000 ING (US) Funding LLC(2)............................... 07/10/09 0.420 61,993,490
10,000,000 ING (US) Funding LLC(2)............................... 08/21/09 0.300 9,995,750
16,588,000 Johns Hopkins University.............................. 08/13/09 0.480 16,588,000
40,000,000 National Australia Funding
Delaware, Inc.(2)................................... 07/21/09 0.460 39,989,778
15,992,000 Nebraska State Public Power District(2)............... 07/14/09 0.701 15,987,958
5,000,000 Nordea North America, Inc.(2)......................... 07/15/09 0.521 4,998,989
20,000,000 Nordea North America, Inc.(2)......................... 09/09/09 0.310 19,987,944
10,200,000 Parker Hannifin Corp.(2).............................. 07/01/09 0.180 10,200,000
24,000,000 Parker Hannifin Corp.(2).............................. 07/13/09 0.220 23,998,240
10,000,000 Rabobank USA Financial Corp.(2)....................... 07/02/09 0.210 9,999,942
</TABLE>

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

6
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2009

<TABLE>
<CAPTION>
Principal Maturity Interest
Amount Date Rate Value
--------- -------- -------- -----
<S> <C> <C> <C> <C>
COMMERCIAL PAPER (continued)
$ 10,000,000 Rabobank USA Financial Corp.(2)....................... 07/15/09 0.400% $ 9,998,444
45,000,000 Siemens Capital Co. LLC(2)............................ 07/06/09 0.170 44,998,937
20,000,000 Societe Generale(2)................................... 07/02/09 1.064 19,999,411
5,000,000 Societe Generale(2)................................... 08/17/09 1.125 4,992,689
5,000,000 Societe Generale(2)................................... 08/21/09 1.339 4,990,579
25,000,000 Southern Co.(2)....................................... 07/16/09 0.200 24,997,917
43,000,000 Svenska Handelsbanken, Inc.(2)........................ 07/13/09 0.681 42,990,253
20,405,000 Tennessee State School Bond........................... 09/17/09 0.400 20,405,000
10,000,000 UBS Finance Delaware LLC(2)........................... 07/31/09 2.880 9,976,500
12,000,000 Yale University(2).................................... 07/01/09 0.672 12,000,000
--------------
Total Commercial Paper................................ 689,553,178
--------------

CORPORATE BONDS (4.0%)
15,000,000 American Express Bank(1),(4).......................... 12/10/10 1.173 15,164,820
5,000,000 BellSouth Corp........................................ 09/15/09 4.200 5,008,380
1,000,000 Berkshire Hathaway Finance Corp....................... 01/15/10 4.125 1,018,349
6,200,000 ConocoPhillips Co..................................... 05/25/10 8.750 6,643,917
4,500,000 EI Du Pont de Nemours & Co............................ 10/15/09 6.875 4,581,257
30,000,000 General Electric Capital Corp.(1),(4)................. 12/09/10 1.263 30,296,714
10,000,000 IBM International Group Capital LLC(1)................ 07/29/09 1.394 10,002,770
14,500,000 Praxair, Inc.(1)...................................... 05/26/10 0.751 14,500,000
2,800,000 Procter & Gamble Co................................... 09/15/09 6.875 2,837,201
15,000,000 US Bank NA(1)......................................... 09/10/09 0.750 15,000,000
4,450,000 Westpac Banking Corp.(1).............................. 08/14/09 1.439 4,449,825
--------------
Total Corporate Bonds................................. 109,503,233
--------------

MUNICIPAL BONDS (15.1%)
6,190,000 Brazos River, Texas, Pollution Control(1)............. 07/01/09 0.550 6,190,000
1,700,000 Buncombe County, North Carolina(1).................... 07/02/09 0.470 1,700,000
2,000,000 Buncombe County, North Carolina(1).................... 07/02/09 0.470 2,000,000
2,000,000 Buncombe County, North Carolina(1).................... 07/02/09 0.470 2,000,000
2,000,000 Buncombe County, North Carolina(1).................... 07/02/09 0.470 2,000,000
6,000,000 Charleston, South Carolina, Waterworks
& Sewer(1).......................................... 07/02/09 0.320 6,000,000
</TABLE>

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

FINANCIAL STATEMENT JUNE 30, 2009 7
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BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2009

<TABLE>
<CAPTION>
Principal Maturity Interest
Amount Date Rate Value
--------- -------- -------- -----
<S> <C> <C> <C> <C>
MUNICIPAL BONDS (continued)
$ 7,000,000 Charlotte, North Carolina(1).......................... 07/02/09 0.320% $ 7,000,000
2,000,000 Charlotte, North Carolina(1).......................... 07/02/09 0.350 2,000,000
7,800,000 Chicago, Illinois(1).................................. 07/01/09 0.180 7,800,000
11,650,000 Chicago, Illinois, Board of Education(1).............. 07/01/09 0.180 11,650,000
10,000,000 Columbia, Alabama, Industrial
Development Board Pollution Control(1).............. 07/01/09 0.320 10,000,000
2,500,000 Delaware State Economic Development
Authority(1)........................................ 07/02/09 0.320 2,500,000
5,000,000 Delaware State Economic Development
Authority(1)........................................ 07/02/09 0.320 5,000,000
5,000,000 Georgia State Municipal Electric
Authority........................................... 06/21/10 2.250 5,016,700
3,500,000 Guilford County, North Carolina(1).................... 07/02/09 0.320 3,500,000
17,300,000 Harris County, Texas, Health Facilities
Development Corp.(1)................................ 07/01/09 0.180 17,300,000
2,745,000 Houston, Texas, Higher Education
Finance Corp.(1).................................... 07/01/09 0.250 2,745,000
3,826,000 Illinois State Finance Authority(1)................... 07/02/09 0.200 3,826,000
10,000,000 Illinois State Finance Authority(1)................... 07/02/09 0.240 10,000,000
14,410,000 Kansas State Department of
Transportation & Highway(1)......................... 07/01/09 0.250 14,410,000
16,940,000 Massachusetts State Health &
Educational Facilities Authority(1)................. 07/02/09 0.250 16,940,000
4,200,000 Mecklenburg County, North Carolina(1)................. 07/02/09 0.270 4,200,000
6,000,000 Mecklenburg County, North Carolina(1)................. 07/02/09 0.300 6,000,000
10,000,000 Missouri State Development
Finance Board(1).................................... 07/01/09 0.180 10,000,000
21,100,000 Missouri State Health & Educational
Facilities Authority(1)............................. 07/01/09 0.350 21,099,931
10,000,000 Missouri State Health & Educational
Facilities Authority(1)............................. 07/01/09 0.620 10,000,000
10,290,000 New Hampshire State Health & Education
Facilities Authority(1)............................. 07/01/09 0.250 10,290,000
</TABLE>

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

8
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2009

<TABLE>
<CAPTION>
Principal Maturity Interest
Amount Date Rate Value
--------- -------- -------- -----
<S> <C> <C> <C> <C>
MUNICIPAL BONDS (continued)
$ 3,900,000 New Jersey State Educational Facilities
Authority(1)........................................ 07/01/09 0.250% $ 3,900,000
5,500,000 New York State Dormitory Authority(1)................. 07/02/09 0.750 5,500,000
8,785,000 Newport Mesa, California, Unified
School District..................................... 01/07/10 2.000 8,801,077
5,000,000 North Carolina State Capital Facilities
Finance Agency(1)................................... 07/02/09 0.220 5,000,000
6,400,000 North Carolina State Medical Care
Commission(1)....................................... 07/02/09 0.270 6,400,000
2,500,000 Northampton County, Pennsylvania,
Higher Education Authority(1)....................... 07/02/09 0.250 2,500,000
10,480,000 Ohio State Higher Educational Facilities(1)........... 07/02/09 0.450 10,480,000
21,000,000 Oklahoma State Turnpike Authority(1).................. 07/01/09 0.180 21,000,000
20,000,000 Oklahoma State Turnpike Authority(1).................. 07/01/09 0.230 20,000,000
20,240,000 Pennsylvania State Turnpike Commission(1)............. 07/02/09 0.700 20,240,000
7,900,000 Philadelphia, Pennsylvania, Hospitals &
Higher Education Facilities Authority(1)............ 07/01/09 0.180 7,900,000
11,900,000 Philadelphia, Pennsylvania, Hospitals &
Higher Education Facilities Authority(1)............ 07/01/09 0.180 11,900,000
4,500,000 Raleigh, North Carolina(1)............................ 07/01/09 0.250 4,500,000
3,500,000 Raleigh, North Carolina(1)............................ 07/01/09 0.280 3,500,000
10,000,000 Raleigh, North Carolina(1)............................ 07/01/09 0.280 10,000,000
20,000,000 San Diego County, California, Regional
Transportation Commission(1)........................ 07/02/09 0.350 20,000,000
6,900,000 Union County, North Carolina(1)....................... 07/01/09 0.600 6,900,000
6,600,000 Union County, North Carolina(1)....................... 07/02/09 0.270 6,600,000
10,000,000 Virginia State College Building Authority,
Educational Facilities(1)........................... 07/01/09 0.320 10,000,000
6,610,000 Wake County, North Carolina(1)........................ 07/02/09 0.280 6,610,000
10,000,000 Washington State Health Care Facilities
Authority(1)........................................ 07/01/09 0.370 10,000,000
4,690,000 Winston-Salem, North Carolina(1)...................... 07/02/09 0.650 4,690,000
--------------
Total Municipal Bonds................................. 407,588,708
--------------
</TABLE>

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

FINANCIAL STATEMENT JUNE 30, 2009 9
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BBH MONEY MARKET FUND
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PORTFOLIO OF INVESTMENTS (continued)
June 30, 2009

<TABLE>
<CAPTION>
Principal Maturity Interest
Amount Date Rate Value
--------- -------- -------- -----
<S> <C> <C> <C> <C>
U.S. GOVERNMENT AGENCY OBLIGATIONS (1.0%)
$ 8,000,000 Federal Farm Credit Bank.............................. 08/03/09 5.250% $ 8,017,745
20,000,000 Federal Home Loan Bank(2)............................. 07/24/09 0.160 19,997,955
--------------
Total U.S. Government Agency
Obligations........................................... 28,015,700
--------------

TIME DEPOSITS (11.5%)
60,000,000 Allied Irish Banks, Plc............................... 07/01/09 0.550 60,000,000
60,000,000 Bank of Ireland....................................... 07/01/09 0.350 60,000,000
60,000,000 Bank of Scotland, Plc................................. 07/01/09 0.188 60,000,000
30,300,000 Canadian Imperial Bank of Commerce.................... 07/01/09 0.050 30,300,000
40,000,000 Commerzbank AG........................................ 07/01/09 0.180 40,000,000
60,000,000 Royal Bank of Canada.................................. 07/01/09 0.180 60,000,000
--------------
Total Time Deposits................................... 310,300,000
--------------

REPURCHASE AGREEMENTS (8.1%)
50,000,000 Barclays (Agreement dated 06/30/09
collateralized by U.S. Treasury
0.000%, due 08/15/09-08/15/25,
value $51,000,001).................................... 07/01/09 0.010 50,000,000
50,000,000 BNP Paribas (Agreement dated 06/30/09
collateralized by FMAC 5.833%, due
07/01/36, value $10,904,759 and FNMA
5.550%-6.162%, due 08/01/36-08/01/37,
value $40,095,241).................................... 07/01/09 0.030 50,000,000
20,000,000 Deutsche Bank (Agreement dated 06/30/09
collateralized by FMAC 5.339%-7.000%, due
04/01/27-04/01/37, value $8,817,334;
FNMA 4.500%-7.000%, due 07/01/35-08/01/37,
value $8,386,592 and GNMA 7.000%, due 09/15/38,
value $3,196,074) .................................... 07/01/09 0.090 20,000,000
</TABLE>

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

10
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2009

<TABLE>
<CAPTION>
Principal Maturity Interest
Amount Date Rate Value
--------- -------- -------- -----
<S> <C> <C> <C> <C>
REPURCHASE AGREEMENTS (continued)
$ 50,000,000 Royal Bank of Canada (Agreement dated 06/30/09
collateralized by FHLB 0.000%-5.000%,
due 01/04/10-06/25/19, value $49,103,554;
FHLMC 5.000%, due 07/25/11, value $73,308;
FMAC 0.000%, due 06/30/14-12/30/16, value
$401,339 and FNMA 3.000%-5.000%, due
12/16/09-06/30/14, value $1,422,749).................. 07/01/09 0.100% $ 50,000,000
50,000,000 Societe Generale (Agreement dated
06/30/09 collateralized by FNMA 5.500%,
due 10/01/38, value $51,000,001)...................... 07/01/09 0.080 50,000,000
--------------
Total Repurchase Agreements........................... 220,000,000
--------------

TOTAL INVESTMENTS AT AMORTIZED COST................................................ 99.1% $2,681,667,100
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES..................................... 0.9 24,736,083
----- --------------
NET ASSETS......................................................................... 100.0% $2,706,403,183
===== ==============
</TABLE>

----------
(1) Variable rate instrument. The maturity dates reflect earlier of reset
dates or stated maturity dates. Interest rates change on specific dates
(such as coupon or interest payment date). The yield shown represents the
June 30, 2009 coupon or interest rate.

(2) Coupon represents a yield to maturity.

(3) Coupon represents a weighted average rate.

(4) Guaranteed by the FDIC under the TLGP.

Abbreviations:

FDIC - Federal Deposit Insurance Corporation

FHLB - Federal Home Loan Bank

FHLMC - Federal Home Loan Mortgage Association

FMAC - Federal Mortgage Association of Canada

FNMA - Federal National Mortgage Association

GNMA - Government National Mortgage Association

TLGP - Temporary Liquidity Guarantee Program

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

FINANCIAL STATEMENT JUNE 30, 2009 11
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2009

FAIR VALUE MEASUREMENTS

The Fund adopted Financial Accounting Standards Board Statement of Financial
Accounting Standards No. 157, "Fair Value Measurements" ("FAS 157"), effective
July 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 table summarizes the valuation of the Fund's investments by the
above fair value hierarchy levels as of June 30, 2009:

<TABLE>
<CAPTION>
Quoted Prices in Other
Active Markets Significant Significant
for Identical Observable Unobservable
Investments Inputs Inputs Balance as of
Investments, at value (Level 1) (Level 2) (Level 3) 06/30/2009
--------------------- ---------------- -------------- ------------ --------------
<S> <C> <C> <C> <C>
Certificates of Deposit ........................................ -- $ 916,706,281 -- $ 916,706,281
Commercial Paper ............................................... -- 689,553,178 -- 689,553,178
Corporate Bonds ................................................ -- 109,503,233 -- 109,503,233
Municipal Bonds ................................................ -- 407,588,708 -- 407,588,708
U.S. Government Agency Obligations ............................. -- 28,015,700 -- 28,015,700
Time Deposits .................................................. -- 310,300,000 -- 310,300,000
Repurchase Agreements .......................................... -- 220,000,000 -- 220,000,000
-------- -------------- -------- --------------
Total .......................................................... -- $2,681,667,100 -- $2,681,667,100
======== ============== ======== ==============
</TABLE>

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

12
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009

ASSETS:
Investments, at amortized cost .......................... $ 2,461,667,100
Repurchase agreements ................................... 220,000,000
Cash .................................................... 343,236
Receivables for:
Investment sold ...................................... 31,283,837
Interest ............................................. 2,680,540
Other assets ......................................... 219,440
---------------
Total Assets ...................................... 2,716,194,153
---------------

LIABILITIES:
Payables for:
Investment purchased ................................. 8,801,077
Investment advisory and administrative fees .......... 450,693
Shareholder servicing fees ........................... 313,914
Custody and accounting fees .......................... 100,065
Dividends declared ................................... 37,722
Professional fees .................................... 33,415
Board of Trustees' fees .............................. 462
Accrued expenses and other liabilities ............... 53,622
---------------
Total Liabilities ................................. 9,790,970
---------------
NET ASSETS ................................................. $ 2,706,403,183
===============
Net Assets Consist of:
Paid-in capital ......................................... $ 2,706,403,867
Over distributed net investment income .................. (37,722)
Accumulated net realized gain on investments ............ 37,038
---------------
Net Assets ................................................. $ 2,706,403,183
===============

NET ASSET VALUE AND OFFERING PRICE PER SHARE
REGULAR SHARES
($1,717,045,274 / 1,717,045,269 shares outstanding) ..... $1.00
=====
INSTITUTIONAL SHARES
($989,357,909 / 989,357,914 shares outstanding) ......... $1.00
=====

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

FINANCIAL STATEMENT JUNE 30, 2009 13
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the year ended June 30, 2009

NET INVESTMENT INCOME:
Income:
Interest and other income .............................. $ 35,874,256
------------
Expenses:
Investment advisory and administrative fees ............ 5,026,075
Shareholder servicing fees ............................. 3,524,475
Treasury guarantee program fees ........................ 681,473
Custody and accounting fees ............................ 349,420
Board of Trustees' fees ................................ 108,339
Professional fees ...................................... 12,430
Miscellaneous expenses ................................. 71,170
------------
Total Expenses ...................................... 9,773,382
Expense offset arrangement .......................... (50,189)
------------
Net Expenses ........................................ 9,723,193
------------
Net Investment Income ..................................... 26,151,063
============

NET REALIZED GAIN:
Net realized gain on investments .......................... 146,084
------------
Net Increase in Net Assets Resulting from Operations ...... $ 26,297,147
============

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

14
<PAGE>

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

<TABLE>
<CAPTION>
For the years ended June 30,
-----------------------------------------
2009 2008
--------------- ---------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
Operations:
Net investment income .................................................... $ 26,151,063 $ 95,961,462
Net realized gain on investments ......................................... 146,084 --
--------------- ---------------
Net increase in net assets resulting
from operations .................................................... 26,297,147 95,961,462
--------------- ---------------
Dividends and distributions declared:
From net investment income:
Regular Shares ........................................................ (15,193,911) (50,922,406)
Institutional Shares .................................................. (11,103,920) (45,039,056)
--------------- ---------------
Total dividends and distributions declared .......................... (26,297,831) (95,961,462)
--------------- ---------------
From Fund share (Principal) Transactions at
Net Asset Value of $1.00 per share:
Fund shares sold ...................................................... 3,902,488,244 4,249,639,531
Fund shares issued in reinvestments of dividends ...................... 9,968,094 52,591
Fund shares repurchased ............................................... (3,379,950,177) (4,387,608,450)
--------------- ---------------
Net increase (decrease) in net assets resulting
from fund shares transactions ..................................... 532,506,161 (137,916,328)
--------------- ---------------
Total increase (decrease) in net assets .......................... 532,505,477 (137,916,328)

NET ASSETS:
Beginning of year ........................................................... 2,173,897,706 2,311,814,034
--------------- ---------------
End of year (including over distributed net investment
income of $(37,722) and $0, respectively) ................................ $ 2,706,403,183 $ 2,173,897,706
=============== ===============
</TABLE>

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

FINANCIAL STATEMENT JUNE 30, 2009 15
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a Regular share outstanding throughout
each year

<TABLE>
<CAPTION>
For the years ended June 30,
--------------------------------------------------------------
2009 2008 2007 2006 2005
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
Net asset value, beginning of year ............ $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
Income from investment operations:
Net investment income(1) ................... 0.01 0.04 0.05 0.04 0.01
Dividends to shareholders from net
investment income .......................... (0.01) (0.04) (0.05) (0.04) (0.01)
------ ------ ------ ------ ------
Net asset value, end of year .................. $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1.00
====== ====== ====== ====== ======
Total return .................................. 1.10% 3.77% 4.97% 3.76% 1.72%
Ratios/Supplemental data:
Net assets, end of year (in millions) ...... $1,717 $1,409 $1,172 $1,506 $1,258
Ratio of expenses to average net assets .... 0.52% 0.51% 0.51%(2) 0.53%(2) 0.52%(2)
Expense offset arrangement ................. 0.00%(3) 0.00%(3) -- -- --
------ ------ ------ ------ ------
Total expenses .......................... 0.52% 0.51% 0.51% 0.53% 0.52%
====== ====== ====== ====== ======
Ratio of net investment income to
average net assets ...................... 1.07% 3.63% 4.79%(2) 3.75%(2) 1.70%(2)
</TABLE>

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

(2) Ratios include the Fund's share of income, expenses paid by, and the
expense offset arrangement, of the BBH U.S. Money Market Portfolio, which
the Fund invested in through June 12, 2007, as appropriate.

(3) Less than 0.01%.

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

16
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS (continued)
Selected per share data and ratios for an Institutional share outstanding
throughout each year/period

<TABLE>
<CAPTION>
For the period from
For the years ended January 26, 2007
June 30, (commencement of
------------------------ operations) through
2009 2008 June 30, 2007
------ ------ -------------------
<S> <C> <C> <C>
Net asset value, beginning of year/period ......................... $ 1.00 $ 1.00 $ 1.00
Income from investment operations:
Net investment income(1) ....................................... 0.01 0.04 0.02
Dividends to shareholders from net investment income .............. (0.01) (0.04) (0.02)
------ ------ ------
Net asset value, end of year/period ............................... $ 1.00 $ 1.00 $ 1.00
====== ====== ======
Total return ...................................................... 1.35% 4.02% 2.21%(2)
Ratios/Supplemental data:
Net assets, end of year/period (in millions) ................... $ 989 $ 765 $1,140
Ratio of expenses to average net assets ..................... 0.27% 0.26% 0.26%(3),(4)
Expense offset arrangement .................................. 0.00%(5) 0.00%(5) --
------ ------ ------
Total expenses ........................................... 0.27% 0.26% 0.26%
====== ====== ======
Ratio of net investment income to average net assets .............. 1.29% 3.86% 5.07%(3),(4)
</TABLE>

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

(2) Inception to date return.

(3) Ratios include the Fund's share of income, expenses paid by, and the
expense offset arrangement, of the BBH U.S. Money Market Portfolio, which
the Fund invested in through June 12, 2007, as appropriate.

(4) Annualized.

(5) Less than 0.01%.

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

FINANCIAL STATEMENT JUNE 30, 2009 17
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
June 30, 2009

1. Organization. BBH Money Market Fund (the "Fund") is a separate,
diversified series of BBH Trust (the "Trust"), which is registered under
the Investment Company Act of 1940, as amended. The Trust is an open-end
management investment company organized as a Massachusetts business trust
on June 7, 1983 and re-organized as a Delaware statutory trust on June 12,
2007. The Fund commenced operations on December 12, 1983. The Declaration
of Trust permits the Trustees to create an unlimited number of series,
each of which may issue a separate class of shares. The Fund established a
new class of shares designated as "Institutional Shares". Institutional
Shares opened on December 19, 2006 and commenced operations on January 26,
2007. Regular Shares and Institutional Shares have different operating
expenses. At June 30, 2009, there were five series of the Trust.

Prior to June 12, 2007 the Fund invested all of its investable assets in
the BBH U.S. Money Market Portfolio (the "Portfolio"), a diversified,
open-end management investment company having the same investment
objectives as the Fund. Effective June 12, 2007, the Fund redeemed its
shares of the Portfolio and began investing its assets directly. There
were no changes to the Fund's investment policies and restrictions. The
Fund recorded its share of the Portfolio's income and expenses daily until
the date of the redemption.

2. Significant Accounting Policies. The Fund's financial statements are
prepared in accordance with accounting principles generally accepted in
the United States of America. The following summarizes the significant
accounting policies of the Fund:

A. Valuation of Investments. The Fund values its investments at
amortized cost, which approximates fair value. The amortized cost
method values a security at its cost at the time of purchase and
thereafter assumes a constant amortization to maturity of any
discount or premium. The Fund's use of amortized cost is in
compliance with Rule 2a-7 of the Investment Company Act of 1940, as
amended.

B. Investment Transactions 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 consists of interest accrued and
discount earned (including both original issue and market discount)
and premium amortization on the investments of the Fund, accrued
ratably to the date of maturity.

C. Fund Expenses. Expenses are accrued in the period to which they
relate and adjustments are made when actual amounts are known.
Expenses are then recognized as incurred.

D. 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

18
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2009

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 collateralizing the 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. Information regarding repurchase agreements
is included in the Portfolio of Investments.

E. Federal Income Taxes. Each series of the Trust is treated as a
separate entity for federal income tax purposes. It is the Fund's
policy to comply with the provisions of the Internal Revenue Code
applicable to regulated investment companies and to distribute
substantially all of its taxable income to its shareholders.
Accordingly, no federal income tax provision is required. At June
30, 2009, the cost of investments for federal income tax purposes
was equal to the amortized cost of investments for financial
statement purposes.

The Fund is subject to the provisions of FASB Interpretation No. 48
("FIN 48") "Accounting for Uncertainty in Income Taxes -- an
interpretation of FASB Statement No. 109". FIN 48 sets forth a
minimum threshold for financial statement recognition of the benefit
of a tax position taken or expected to be taken in a tax return. The
Fund did not have any unrecognized tax benefits at June 30, 2009,
nor were there any increases or decreases in unrecognized tax
benefits for the year then ended. The Fund recognizes interest and
penalties, if any, related to unrecognized tax benefits as an income
tax expense in the Statements of Operations. During the year ended
June 30, 2009, the Fund did not incur any such interest or
penalties. The Fund is subject to examination by U.S. federal and
state tax authorities for returns filed for the prior three fiscal
years.

F. Dividends and Distributions to Shareholders. Dividends and
distributions to shareholders, are declared daily and paid monthly
to shareholders. The tax character of distributions paid during the
fiscal years ended June 30, 2009 and 2008, respectively, were as
follows:

<TABLE>
<CAPTION>
Distributions paid from:
-------------------------------------------------------------------------------------
Net Total Tax Total
Ordinary long-term taxable exempt distributions
income capital gain distributions distributions paid
----------- ------------ ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
2009: $26,297,831 -- $26,297,831 -- $26,297,831
2008: 95,961,462 -- 95,961,462 -- 95,961,462
</TABLE>

FINANCIAL STATEMENT JUNE 30, 2009 19
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2009

As of June 30, 2009 and 2008, 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>
2009: $ 37,038 -- $ 37,038 -- -- -- $ 37,038
2008: 239,167 -- 239,167 -- -- -- 239,167
</TABLE>

As of June 30, 2009 the Fund did not have a net capital loss
carryforward.

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

G. Use of Estimates. The preparation of the financial statements in
conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of income and expense during the reporting period. Actual
results could differ from those estimates.

H. U.S. Treasury Temporary Guarantee Program. The Fund currently
participates in the U.S. Department of the Treasury's Temporary
Guarantee Program for Money Market Funds (the "Program"). Subject to
certain conditions and limitations, amounts held in the Fund by
shareholders as of the close of business on September 19, 2008 are
guaranteed against loss under the Program in the event that the
Fund's net asset value per share falls below $0.995 and remains
below $0.995 until the Fund is liquidated (a "Guarantee Event"). In
the event that a Guarantee Event is triggered, a shareholder's
shares covered by the Program will be the lesser of (i) the amount
held in the Fund as of close of business on September 19, 2008, or
(ii) the amount held in the Fund on the date the Program's guarantee
is triggered. In this event and subject to the limitations of the
Program, a shareholder who has remained invested in the Fund since
September 19, 2008 would receive an increase in his or her account
value with respect to each covered share of the Fund, equal to the
difference between the amount received in the liquidation and $1.00
per share. As of December 31, 2008, assets available to the Program
to support all participating money market funds do not exceed
approximately $50 billion and the Program covers approximately $3
trillion in assets held in money market funds. The Program's
guarantee only applies to shareholders invested in the Fund as of
the close of business on September 19, 2008. The extension period
for the Program commenced on May 1, 2009 and terminates on September
18, 2009 (the "Extension Period"). Participation in the Extension
Period required payment to the U.S. Department of Treasury in the
amount of 0.015% based on the net asset value of the Fund as of
September 19, 2008.

20
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2009

I. Accounting Developments. 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, "Disclosure about Credit
Derivatives and Certain Guarantees: An Amendment to FASB Statement
No. 133 and FASB Interpretation No. 45; and Clarification of the
Effective Date of FASB Statement No. 161," (the "FSP") 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. The Fund has adopted FAS 161 and management has determined
there is no material impact to the financial statements for the year
ended June 30, 2009.

3. Fees and Other 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
0.25% on the first $1,000,000,000 of the Fund's average daily net assets
and 0.20% of the Fund's average daily net assets in excess of
$1,000,000,000. BBH has a sub-administration services agreement with
Federated Services Company ("FSC") for which FSC receives compensation
paid by BBH. For the year ended June 30, 2009, the Fund incurred
$5,026,075 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 the Regular shares'
average daily net assets. For the year ended June 30, 2009, the Fund
incurred $3,524,475 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. The custody fee is a transaction based fee with an annual minimum
of $20,000, and the accounting fee is calculated at 0.01% per annum on the
first $1 billion of net assets and 0.005% per annum on all net assets over
$1 billion. For the year ended

FINANCIAL STATEMENT JUNE 30, 2009 21
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2009

June 30, 2009, the Fund incurred $349,420 for custody and accounting
services. These fees were reduced by $50,189 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 the agreement
the Fund will be charged interest based on LIBOR on the day of the
overdraft plus one percent. The total interest paid by the Fund for the
year ended June 30, 2009 was $7,015.

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
year ended June 30, 2009, the Fund incurred $108,339 for Trustees' fees.

3. Capital Stock. The Trust is permitted to issue an unlimited number of
Regular Shares and Institutional Shares of capital stock, at no par value.
Transactions in shares of capital stock were as follows:

<TABLE>
<CAPTION>
Shares
For the years ended June 30,
------------------------------------------
2009 2008
-------------- --------------
<S> <C> <C>
Regular Shares
Fund shares sold ........................................................... 2,484,068,377 2,213,057,812
Fund shares issued in reinvestments of dividends ........................... 5,639,074 52,591
Fund shares repurchased .................................................... (2,181,610,983) (1,976,287,295)
-------------- --------------
Net increase ............................................................... 308,096,468 236,823,108
============== ==============

Institutional Shares
Fund shares sold ........................................................... 1,418,419,867 2,036,581,719
Fund shares issued in reinvestments of dividends ........................... 4,329,020 --
Fund shares repurchased .................................................... (1,198,339,195) (2,411,321,155)
-------------- --------------
Net increase ............................................................... 224,409,692 (374,739,436)
============== ==============
</TABLE>

4. Subsequent Event. In accordance with the provisions set forth in FASB
Statement of Financial Accounting Standards No. 165 "Subsequent Events",
adopted by the Fund as of June 30, 2009, management has evaluated the
possibility of subsequent events existing in the Fund's financial
statements through August 18, 2009.

Effective July 6, 2009, the SID voluntarily began to waive its Investment
Advisory and Administrative Fee to credit daily to the Fund an amount
which would maintain the daily basis point return to the Fund at a minimum
of 1 basis point. The amount credited each day will be offset to the daily
accrual of the Investment Advisory and Administrative Fee. This is a
voluntary waiver that can be changed at any time at the sole discretion of
the SID.

22
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
DISCLOSURE OF FUND EXPENSES
June 30, 2009 (unaudited)

EXAMPLE

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

The Example is based on an investment of $1,000 invested at the beginning of the
period and held for the entire period (January 1, 2009 to June 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 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.

FINANCIAL STATEMENT JUNE 30, 2009 23
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
DISCLOSURE OF FUND EXPENSES (continued)
June 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.

<TABLE>
<CAPTION>
Expenses Paid
Beginning Ending During Period
Account Value Account Value January 1, 2009 to
January 1, 2009 June 30, 2009 June 30, 2009(1)
--------------- ------------- ----------------
<S> <C> <C> <C>
Regular Shares
Actual.......................... $1,000 $1,002.50 $2.53
Hypothetical(2)................. $1,000 $1,022.27 $2.56
</TABLE>

<TABLE>
<CAPTION>
Expenses Paid
Beginning Ending During Period
Account Value Account Value January 1, 2009 to
January 1, 2009 June 30, 2009 June 30, 2009(1)
--------------- ------------- ----------------
<S> <C> <C> <C>
Institutional Shares
Actual.......................... $1,000 $1,003.70 $1.29
Hypothetical(2)................. $1,000 $1,023.51 $1.30
</TABLE>

----------
(1) Expenses are equal to the Fund's annualized expense ratio of 0.51% and
0.26% for Regular and Institutional shares, respectively, multiplied by
181/365 (to reflect the one half-year period).

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

24
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
DISCLOSURE OF ADVISOR SELECTION
June 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 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

At the request of the Board, BBH provided information concerning the
profitability of BBH's current investment company 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,
fund accounting, 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 JUNE 30, 2009 25
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
DISCLOSURE OF ADVISOR SELECTION (continued)
June 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, fund accountant 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 Investment
Company Act of 1940, as amended.

There may be other economies of scale because many expenses did not rise (and
fall) proportionally to increases (and 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 they had been provided 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

26
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
DISCLOSURE OF ADVISOR SELECTION (continued)
June 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

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 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 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 Money Market Fund also were noted and
considered by the Board in deciding to approve the Agreement:

The Board reviewed information showing performance of the BBH Money Market Fund
compared to other funds in the iMoneyNet (1st Tier Retail) and (1st Tier
Institutional). The comparative information showed that the BBH Money Market
Fund had outperformed or performed in line with the averages over all relevant
periods. The Board also viewed with favor that the total expense ratio was
substantially lower than the averages in these categories. The Board also noted
that the BBH Money Market Fund had maintained a stable net asset value of one
dollar at all times. Taking into account these comparisons and the other factors
considered, the Board concluded that the BBH Money Market Fund's investment
results over time and expense ratios had been satisfactory.

FINANCIAL STATEMENT JUNE 30, 2009 27
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
DISCLOSURE OF ADVISOR SELECTION (continued)
June 30, 2009 (unaudited)

Conflicts of Interest

As a general matter, certain conflicts of interest may arise in connection with
the 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 between the Fund and its affiliated and
unaffiliated service providers (e.g., conflicting duties of loyalty). By way of
example, compensation and delegation of responsibility arrangements may create
conflicts relating to selection of brokers or dealers to execute Fund portfolio
trades and/or specific uses of commissions from Fund portfolio trades,
administration of investment advice and valuation of securities. The SID may
direct brokerage transactions and/or payment of a portion of client commissions
("softdollars") 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. The SID will determine
in good faith whether the amount of commission is reasonable in relation to the
value of research and brokerage services provided and whether the services
provide lawful and appropriate assistance in its investment decision-making
responsibilities. The SID may enter into advisory and/or referral arrangements
with third parties. Such arrangements may include compensation paid by the SID
to the third party. The SID may pay a solicitation fee for referrals and/or
advisory or incentive fees.

The Trust manages these conflicts. For example, the Funds have 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.

28
<PAGE>

BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
ADDITIONAL FEDERAL TAX INFORMATION
June 30, 2009 (unaudited)

In January 2010, the Fund will report on Form 1099 the tax status of all
distributions made during the calendar year 2009. Shareholders should use the
information on Form 1099 for their income tax returns.

FINANCIAL STATEMENT JUNE 30, 2009 29
<PAGE>

TRUSTEES AND OFFICERS OF BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
(unaudited)

Information pertaining to the Trustees of the BBH Trust (the "Trust") and
executive officers of the Trust is set forth below. Part B to the Registration
Statement of the BBH Money Market Fund includes additional information about the
Fund's Trustees and is available upon request without charge by contacting the
Fund at 1-800-625-5759.

<TABLE>
<CAPTION>
Term of Number of
Office Funds in
and Fund Other
Position(s) Length Complex Directorships
Name, Birth Date Held with of Time Principal Occupation(s) Overseen by Held by
and Address Trust Served# During Past 5 Years Trustee^ Trustee
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Joseph V. Shields Jr. Chairman of Since 2007 Managing Director, Chairman and 5 None
Birth Date: March 17, 1938 the Board Chief Executive Officer of
Shields & Company and Trustee Shields & Company (member of New
140 Broadway York Stock Exchange); Chairman of
New York, NY 10005 Capital Management Associates,
Inc. (registered investment
adviser); Director of Flower
Foods, Inc. (New York Stock
Exchange listed company).

David P. Feldman Trustee Since 2007 Director of Jeffrey Co. (1992 to 5 Director of
Birth Date: November 16, 1939 present); Director of QMED (1999 Dreyfus
C/O BBH & Co. to May 2007). Mutual Funds
140 Broadway (59 Funds)
New York, NY 10005

Alan G. Lowy Trustee Since 2007 Private Investor. 5 None
Birth Date: April 17, 1939
4111 Clear Valley Drive
Encino, CA 91436

Arthur D. Miltenberger Trustee Since 2007 Retired; Trustee, R.K. Mellon 5 None
Birth Date: November 8, 1938 Family Trust (1981 to June 2003);
503 Darlington Road Director of Aerostructures
Ligonier, PA 15658 Corporation (aircraft
manufacturer) (1996 to July 2003).

Samuel F. Pryor, IV Trustee Since 2007 Private Investor. 5 None
Birth Date: June 12, 1955
130 East 67th Street
New York, NY 10021
</TABLE>

30
<PAGE>

TRUSTEES AND OFFICERS OF BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
(unaudited)

<TABLE>
<CAPTION>
Term of Number of
Office Funds in
and Fund Other
Position(s) Length Complex Directorships
Name, Birth Date Held with of Time Principal Occupation(s) Overseen by Held by
and Address Trust Served# During Past 5 Years Trustee^ Trustee
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
H. Whitney Wagner Trustee Since 2007 President, Clear Brook Advisors, 5 None
Birth Date: March 3, 1956 a registered investment advisor.
Clear Brook Advisors
75 Rockefeller Plaza,
14th Floor
New York, NY 10019

Officers

John A. Gehret President Since 2008 President and Principal Executive N/A N/A
Birth Date: April 11, 1959 and Officer of the Trust; Joined
140 Broadway Principal Brown Brothers Harriman & Co.
New York, NY 10005 Executive ("BBH & Co.") in 1981 and has
Officer been a Partner of the firm since
1998.

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

Mark B. Nixon Assistant Since 2007 Assistant Secretary and Assistant N/A N/A
Birth Date: January 14, 1963 Secretary, Treasurer of the Trust; Vice
140 Broadway Assistant President of BBH & Co. (since
New York, NY 10005 Treasurer October 2006); Accounting
Manager, Reserve Funds (August
2005-September 2006); Assistant
Controller, Reserve Funds
(February 2005 - August 2005);
Private Consultant (December
2001 - February 2005).

Beth Haddock Chief Since 2007 Chief Compliance Officer of the N/A N/A
Birth Date: December 10, 1965 Compliance Trust (September 2007-present);
140 Broadway Officer Chief Compliance Officer for the
New York, NY 10005 FINRA/NYSE and SEC compliance
programs and Associate Compliance
Director for the global
compliance program (April 2005
- present); Deputy General
Counsel of AXA Advisors/ AXA
Financial (November 1997-April
2005).
</TABLE>

FINANCIAL STATEMENT JUNE 30, 2009 31
<PAGE>

TRUSTEES AND OFFICERS OF BBH MONEY MARKET FUND
--------------------------------------------------------------------------------
(unaudited)

<TABLE>
<CAPTION>
Term of Number of
Office Funds in
and Fund Other
Position(s) Length Complex Directorships
Name, Birth Date Held with of Time Principal Occupation(s) Overseen by Held by
and Address Trust Served# During Past 5 Years Trustee^ Trustee
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Sue M. Rim-An Anti-Money Since 2008 Anti-Money Laundering Officer, N/A N/A
Birth Date: September 10, 1970 Laundering Vice President of BBH & Co.
140 Broadway Officer (September 2007 - present); AML
New York, NY 10005 Officer at UBS Investment Bank
(April 2006 - August 2007);
AML Officer & Vice President in
Private Client Services at Bear
Stearns & Co (June 1992 -
April 2006).

Gail C. Jones Secretary Since 2007 Secretary of the Trust; Counsel, N/A N/A
Birth Date: October 26, 1953 ReedSmith, LLP (since October
1001 Liberty Avenue 2002); Corporate Counsel (January
Pittsburgh, PA 15222-3779 1997 to September 2002) and Vice
President (January 1999 to
September 2002) of Federated
Services Company.

George M. Polatas Vice Since 2008 Vice President of the Trust N/A N/A
Birth Date: March 3, 1962 President (since June 2008); Assistant Vice
1001 Liberty Avenue President of Federated Services
Pittsburgh, PA 15222-3779 Company; Vice President of
various funds distributed by
Edgewood Services, Inc (January
1997 to present).

Theodore J. Boudria Assistant Since 2008 Assistant Treasurer of the Trust; N/A N/A
Birth Date: June 26, 1968 Treasurer Senior Vice President (since
70 Franklin Street 2009); Joined BBH & Co. in 1995.
Boston, MA 02110
</TABLE>

--------------------------------------------------------------------------------
# Each Trustee of the Trust holds office until he or she attains the age of
70 (72, in the case of Trustees who were elected as such before January 1,
2000), or until he or she sooner dies, resigns or is removed from office
in accordance with the provisions of the Trust's Declaration of Trust. All
officers of the Trust hold office for one year and until their respective
successors are chosen and qualified (subject to the ability of the
Trustees to remove any officer in accordance with the Trust's By-laws).

^ The Fund Complex consists of the Trust, which has five series and each is
counted as one "Fund" for purposes of this table.

32
<PAGE>

ADMINISTRATOR INVESTMENT ADVISER
BROWN BROTHERS HARRIMAN MUTUAL FUND ADVISORY DEPARTMENT (SID)
140 BROADWAY OF BROWN BROTHERS HARRIMAN
NEW YORK, NY 10005 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 Funds website at
www.bbhfunds.com.

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

[LOGO] BROWN
BROTHERS
HARRIMAN

                                  [LOGO] BROWN
                                         BROTHERS
                                         HARRIMAN

--------------------------------------------------------------------------------

                                  Annual Report

                                  JUNE 30, 2009

--------------------------------------------------------------------------------

                            BBH TAX EXEMPT MONEY FUND

<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
MANAGEMENT'S DISCUSSION OF FUND PERFORMANCE
June 30, 2009

For the 12-month  period ended June 30, 2009, the BBH Tax Exempt Money Fund (the
"Fund")  produced a total return of 1.06%(1).  We believe the performance of the
Fund was  competitive  within the industry  while  maintaining  a high degree of
liquidity throughout the period.

The Fund seeks to maximize  income  while  attempting  to  preserve  capital and
maintain liquidity by investing primarily in a diversified  portfolio of liquid,
high-quality, short-term debt securities.

The  municipal  money  markets were not immune to the contagion of credit crisis
triggered in taxable markets by the default of Lehman Brothers in September.  In
particular,  variable rate demand notes (VRDN), a structured  security common in
tax-exempt  money  market  funds  which  have  historically   provided  reliable
liquidity, high credit quality and attractive yields, came under great scrutiny.
At the heart of the problem was the key role  played by banks in  sustaining  an
orderly market for these securities.  VRDN programs typically have long-maturity
dates but maintain an unconditional  put option of 1, 7, or 30, days making them
eligible for money market funds. To ensure that  investor's  wishing to put back
securities  receive  liquidity,  each program enters in to an arrangement with a
bank  or  broker-dealer  to act  as a  buyer  of  last  resort  and  handle  the
remarketing  function. As the economic viability of many banks that participated
widely in these markets came in to question  during the Fall of 2008, so too did
investor  confidence  in the VRDN  programs for which they  provided  liquidity.
Within a week of the Lehman Brothers default,  SIFMA, an indication rate of high
quality  VRDNs  increased  to an  unprecedented  level of nearly 8% or 750 basis
points above the Federal Funds Rate. The Federal  Reserve and the U.S.  Treasury
reacted to the general  credit crisis in the money  markets by creating  several
liquidity  facilities and the TARP,  which  indirectly  benefited the tax-exempt
money markets by  stabilizing  the banking  system.  By the end of the reporting
period,  the  "SIFMA  rate"  had  recovered  to  0.35%  and VRDN  programs  with
high-quality underlying issuers were trading normally.  Ironically, the welcomed
easing of risk  premiums  has led to a new  challenge  facing money market funds
which is to provide a viable  return in the midst of  historically  low interest
rates.

Throughout  this  difficult  environment,  the  investment  team  for  the  Fund
maintained  what it believed to be a  conservative  investment  strategy,  which
enabled  the Fund to  largely  avoid  some of the more  distressed  areas of the
markets and provide uninterrupted liquidity to its shareholders.  Brown Brothers
Harriman & Co.  continues to perform its own rigorous  credit  assessment of all
securities  purchased  for the  Fund  and does  not  solely  rely on the  rating
agencies to determine credit quality.  As a result, the investment team has been
able to deliver a consistently  competitive return and ample liquidity even with
the recent adverse conditions  present in the money markets.  During the period,
BBH waived its  investment  advisory/administrative  fee in order to  maintain a
stable  return.  This  voluntary  waiver  can be changed at any time at the sole
discretion of the investment team. Additionally,  in anticipation of significant
shareholder  redemptions,  the investment  team  increased the Fund's  overnight
liquidity from time to time.

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


2
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
June 30, 2009

To the Trustees of the BBH Trust and Shareholders of
BBH Tax Exempt Money Fund

We have audited the accompanying statement of assets and liabilities,  including
the  portfolio  of  investments,  of BBH Tax Exempt  Money Fund (a series of BBH
Trust) (the "Fund") as of June 30, 2009, and the related statement of operations
for the year then ended,  the statement of changes in net assets for each of the
two years in the period then ended, and the financial highlights for each of the
five years in the period then ended.  These  financial  statements and financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements and financial highlights are free of material misstatement.  The Fund
is not  required  to  have,  nor were we  engaged  to  perform,  an audit of its
internal control over financial reporting.  Our audits included consideration of
internal  control  over  financial  reporting  as a basis  for  designing  audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the  effectiveness  of the Fund's internal control over
financial  reporting.  Accordingly,  we express no such  opinion.  An audit also
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  Our procedures included confirmation
of securities  owned as of June 30, 2009, by  correspondence  with the custodian
and brokers;  where replies were not received from brokers,  we performed  other
audit procedures.  We believe that our audits provide a reasonable basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of BBH
Tax Exempt Money Fund as of June 30, 2009, the results of its operations for the
year then ended,  the changes in its net assets for each of the two years in the
period then ended,  and the financial  highlights  for each of the five years in
the period  then ended,  in  conformity  with  accounting  principles  generally
accepted in the United States of America.

Deloitte & Touche LLP

Boston, Massachusetts
August 18, 2009


FINANCIAL STATEMENT JUNE 30, 2009                                              3
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
PORTFOLIO ALLOCATION
June 30, 2009

BREAKDOWN BY BOND TYPE AND OTHER ASSETS

<TABLE>
<CAPTION>
                                                                                                                      Percent of
                                                                                                  U.S. $ Value        Net Assets
                                                                                                  ------------        ----------
<S>                                                                                               <C>                     <C>
Education ........................................................................                $126,637,192            45.6%
General Obligations ..............................................................                  41,103,483            14.8
Government Collateral ............................................................                  22,521,254             8.1
Health Care ......................................................................                  20,750,000             7.5
Industrial .......................................................................                  20,305,000             7.3
Miscellaneous ....................................................................                  18,605,000             6.7
Transportation ...................................................................                  13,750,920             4.9
Utilities ........................................................................                   3,460,000             1.2
Water/Sewer ......................................................................                     500,000             0.2
Commercial Paper .................................................................                   3,500,000             1.3
Cash and Other Assets in Excess of Liabilities ...................................                   6,704,649             2.4
                                                                                                  ------------           -----
NET ASSETS .......................................................................                $277,837,498           100.0%
                                                                                                  ============           =====
</TABLE>

TOP FIVE HOLDINGS BY STATE

<TABLE>
<CAPTION>
                                                                                                                      Percent of
                                                                                                  U.S. $ Value        Net Assets
                                                                                                  ------------        ----------
<S>                                                                                               <C>                     <C>
Ohio .............................................................................                $ 23,915,256             8.6%
Massachusetts ....................................................................                  22,489,928             8.1
New York .........................................................................                  22,453,552             8.1
Texas ............................................................................                  21,641,497             7.8
Missouri .........................................................................                  20,735,000             7.6
Other States .....................................................................                 159,897,616            57.4
Cash and Other Assets in Excess of Liabilities ...................................                   6,704,649             2.4
                                                                                                  ------------           -----
NET ASSETS .......................................................................                $277,837,498           100.0%
                                                                                                  ============           =====
</TABLE>

All data as of June 30,  2009.  The Fund's  breakdown  by bond type and top five
holdings by state are  expressed as a percentage of net assets and may vary over
time.

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


4
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS
June 30, 2009

<TABLE>
<CAPTION>
   Principal                                                            Maturity         Interest
    Amount                                                                Date             Rate          Value
--------------                                                          --------         --------     ------------
<S>              <C>                                                    <C>                <C>        <C>
                 MUNICIPAL BONDS (96.3%)
                 EDUCATION (45.6%)
$    1,600,000   Allegheny County, Pennsylvania, Higher
                   Education Building Authority(1)..................    07/01/09           0.180%     $  1,600,000
     5,880,000   Colorado Springs, Colorado(1)......................    07/01/09           0.300         5,880,000
     3,100,000   Connecticut State Health & Educational
                   Facilities Authority(1)..........................    07/01/09           0.150         3,100,000
     5,100,000   Connecticut State Health & Educational
                   Facilities Authority(1)..........................    07/01/09           0.170         5,100,000
     3,200,000   Houston, Texas, Higher Education
                   Finance Corp.(1) ................................    07/01/09           0.250         3,200,000
     3,500,000   Massachusetts State Health &
                   Educational Facilities Authority(1)..............    07/01/09           0.150         3,500,000
    10,000,000   Massachusetts State Health &
                   Educational Facilities Authority(1)..............    07/01/09           0.200        10,000,000
     7,235,000   Massachusetts State Health &
                   Educational Facilities Authority(1)..............    07/02/09           0.180         7,235,000
     1,100,000   Missouri State Health & Educational
                   Facilities Authority(1)..........................    07/01/09           0.180         1,100,000
     2,690,000   Missouri State Health & Educational
                   Facilities Authority(1)..........................    07/01/09           0.180         2,690,000
     5,800,000   Missouri State Health & Educational
                   Facilities Authority(1)..........................    07/01/09           0.180         5,800,000
     5,500,000   Missouri State Health & Educational
                   Facilities Authority(1)..........................    07/01/09           0.270         5,500,000
       800,000   Nashville & Davidson County,
                   Tennessee, Health & Educational
                   Facilities Board(1)..............................    07/02/09           0.170           800,000
       125,000   New Jersey State Educational
                   Facilities Authority(1)..........................    07/01/09           0.250           125,000
     1,200,000   North Carolina Capital Facilities
                   Finance Agency(1)................................    07/02/09           0.170         1,200,000
     5,250,000   North Carolina Educational Facilities
                   Finance Agency(1)................................    07/02/09           0.170         5,250,000
       750,000   State of Ohio......................................    12/01/09           5.500           765,256
</TABLE>

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


FINANCIAL STATEMENT JUNE 30, 2009                                              5
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2009

<TABLE>
<CAPTION>
   Principal                                                            Maturity         Interest
    Amount                                                                Date             Rate          Value
--------------                                                          --------         --------     ------------
<S>              <C>                                                    <C>                <C>        <C>
                 MUNICIPAL BONDS (continued)
                 EDUCATION (continued)
$    4,300,000   Ohio State Higher Educational Facility
                   Commission(1)....................................    07/01/09           0.180%     $  4,300,000
     4,700,000   Ohio State University(1)...........................    07/01/09           0.170         4,700,000
     4,260,000   Oklahoma State Capital Improvement
                   Authority(1).....................................    07/01/09           0.320         4,260,000
     4,500,000   Oklahoma State Capital Improvement
                   Authority(1).....................................    07/01/09           0.320         4,500,000
     3,600,000   Philadelphia, Pennsylvania, Hospitals &
                   Higher Education Facilities Authority(1).........    07/01/09           0.180         3,600,000
     1,600,000   Private Colleges & Universities
                   Authority(1).....................................    07/01/09           0.170         1,600,000
     8,125,000   Private Colleges & Universities
                   Authority(1).....................................    07/16/09           0.170         8,125,000
       990,000   Purdue University(1)...............................    07/01/09           0.180           990,000
     8,725,000   Purdue University(1)...............................    07/01/09           0.330         8,725,000
     2,000,000   Rhode Island State Health &
                   Educational Building Corp.(1)....................    07/02/09           0.170         2,000,000
     2,890,000   Shaler Area, Pennsylvania, School
                   District(1)......................................    07/02/09           0.570         2,890,000
     3,000,000   South Carolina Educational Facilities
                   Authority(1).....................................    07/01/09           0.320         3,000,000
     1,295,000   University of Michigan(1)..........................    07/16/09           0.190         1,295,000
     1,000,000   University of Missouri(1)..........................    07/01/09           0.300         1,000,000
     1,800,000   University of Texas(1).............................    07/01/09           0.170         1,800,000
     2,000,000   University of Texas(1).............................    07/02/09           0.100         2,000,000
     3,250,000   University of Texas(1).............................    07/02/09           0.170         3,250,000
     2,040,000   Utah State Board of Regents(1).....................    07/02/09           0.250         2,040,000
     1,600,000   Virginia Commonwealth University(1)................    07/01/09           0.300         1,600,000
       495,000   Virginia State Public School Authority.............    08/01/09           5.250           496,936
     1,620,000   Washington County, Pennsylvania(1).................    07/02/09           0.170         1,620,000
                                                                                                      ------------
                 Total Education....................................                                   126,637,192
                                                                                                      ------------
</TABLE>

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


6
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2009

<TABLE>
<CAPTION>
   Principal                                                            Maturity         Interest
    Amount                                                                Date             Rate          Value
--------------                                                          --------         --------     ------------
<S>              <C>                                                    <C>                <C>        <C>
                 MUNICIPAL BONDS (continued)
                 GENERAL OBLIGATIONS (14.8%)
$      600,000   Alexandria, Virginia...............................    01/01/10           5.000%      $   613,483
     1,700,000   Buncombe County, North Carolina(1).................    07/02/09           0.470         1,700,000
     5,000,000   Chicago, Illinois(1)...............................    07/01/09           0.200         5,000,000
     5,000,000   Chicago, Illinois(1)...............................    07/01/09           0.200         5,000,000
     1,260,000   State of Florida...................................    07/01/09           5.000         1,260,000
     1,000,000   Greensboro, North Carolina(1)......................    07/01/09           0.350         1,000,000
     1,000,000   Illinois Finance Authority(1)......................    07/01/09           0.180         1,000,000
     3,330,000   New York, New York(1)..............................    07/01/09           0.130         3,330,000
     2,900,000   New York, New York(1)..............................    07/01/09           0.180         2,900,000
     4,600,000   New York, New York(1)..............................    07/01/09           0.280         4,600,000
    10,000,000   State of Ohio(1)...................................    07/01/09           0.170        10,000,000
     3,700,000   State of Oregon(1).................................    07/01/09           0.180         3,700,000
     1,000,000   Union County, North Carolina(1)....................    07/02/09           0.270         1,000,000
                                                                                                      ------------
                 Total General Obligations..........................                                    41,103,483
                                                                                                      ------------

                 GOVERNMENT COLLATERAL (8.1%)
     1,500,000   State of California................................    10/01/09           5.875         1,534,954
       900,000   State of Illinois..................................    01/01/10           6.000           924,203
       905,000   Lowell, Massachusetts..............................    02/15/10           5.550           941,907
       780,000   Lowell, Massachusetts..............................    02/15/10           5.800           813,021
     1,040,000   Lubbock, Texas, Health Facilities
                   Development Corp.................................    07/01/09           6.500         1,060,800
     2,345,000   Maine State Health & Higher Educational
                   Facilities Authority.............................    07/01/09           6.000         2,368,450
     1,715,000   Michigan State Hospital Finance
                   Authority........................................    08/15/09           6.000         1,743,693
     2,600,000   Nassau Health Care Corp............................    08/01/09           5.750         2,663,552
       600,000   New Hampshire State Municipal
                   Bond Bank........................................    01/15/10           5.500           621,949
     1,840,000   North Carolina State Medical Care
                   Commission ......................................    11/01/09           7.625         1,915,499
       800,000   North East, Texas, Independent
                   School District..................................    02/01/10           6.000           825,116
</TABLE>

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


FINANCIAL STATEMENT JUNE 30, 2009                                              7
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2009

<TABLE>
<CAPTION>
   Principal                                                            Maturity         Interest
    Amount                                                                Date             Rate          Value
--------------                                                          --------         --------     ------------
<S>              <C>                                                    <C>                <C>        <C>
                 MUNICIPAL BONDS (continued)
                 GOVERNMENT COLLATERAL (continued)
$    4,850,000   North East, Texas, Independent
                   School District  ................................    02/01/10           6.000%     $  5,005,581
     1,000,000   Pennsylvania State Higher Educational
                   Facilities Authority.............................    07/01/09           5.375         1,000,000
       500,000   Richmond, California, Wastewater...................    08/01/09           5.200           511,902
       575,000   State of Washington................................    01/01/10           6.000           590,627
                                                                                                      ------------
                 Total Government Collateral........................                                    22,521,254
                                                                                                      ------------

                 HEALTH CARE (7.5%)
     8,200,000   California Statewide Communities
                   Development Authority(1).........................    07/01/09           0.200         8,200,000
     3,900,000   Charlotte-Mecklenburg, North Carolina,
                   Hospital Authority(1)............................    07/01/09           0.280         3,900,000
     4,150,000   Cuyahoga County, Ohio(1)...........................    07/01/09           0.180         4,150,000
     2,500,000   Harris County, Texas, Health Facilities
                   Development Corp.(1).............................    07/01/09           0.180         2,500,000
     2,000,000   Washington State Health Care
                   Facilities Authority(1)..........................    07/01/09           0.370         2,000,000
                                                                                                      ------------
                 Total Health Care..................................                                    20,750,000
                                                                                                      ------------

                 INDUSTRIAL (7.3%)
     2,000,000   Columbia, Alabama, Industrial
                   Development Board Pollution
                   Control(1).......................................    07/01/09           0.320         2,000,000
     8,305,000   Loudoun County, Virginia, Industrial
                   Development Authority(1).........................    07/01/09           0.120         8,305,000
     6,100,000   Valdez, Alaska, Marine Terminal(1).................    07/01/09           0.170         6,100,000
     3,900,000   Valdez, Alaska, Marine Terminal(1).................    07/16/09           0.110         3,900,000
                                                                                                      ------------
                 Total Industrial...................................                                    20,305,000
                                                                                                      ------------

                 MISCELLANEOUS (6.7%)
     5,000,000   Indiana State Finance Authority(1).................    07/01/09           0.550         5,000,000
     4,645,000   Missouri State Development
                   Finance Board(1) ................................    07/01/09           0.180         4,645,000
</TABLE>

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


8
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2009

<TABLE>
<CAPTION>
   Principal                                                            Maturity         Interest
    Amount                                                                Date             Rate          Value
--------------                                                          --------         --------     ------------
<S>              <C>                                                    <C>                <C>        <C>
                 MUNICIPAL BONDS (continued)
                 MISCELLANEOUS (continued)
$    8,960,000   New York, New York, City Transitional
                   Finance Authority(1).............................    07/01/09           0.180%     $  8,960,000
                                                                                                      ------------
                 Total Miscellaneous................................                                    18,605,000
                                                                                                      ------------

                 TRANSPORTATION (4.9%)
       250,000   Colorado State Public Highway
                   Authority E-470  ................................    09/01/09           3.000           250,920
    10,000,000   Kansas State Department of
                   Transportation & Highway(1)......................    07/16/09           0.170        10,000,000
     3,500,000   Oklahoma State Turnpike Authority(1)...............    07/01/09           0.180         3,500,000
                                                                                                      ------------
                 Total Transportation...............................                                    13,750,920
                                                                                                      ------------

                 UTILITIES (1.2%)
     1,360,000   Orlando, Florida, Utilities Commission.............    07/01/09           5.000         1,360,000
     2,100,000   Upper Merion, Pennsylvania, Municipal
                   Utility Authority(1).............................    07/02/09           0.270         2,100,000
                                                                                                      ------------
                 Total Utilities....................................                                     3,460,000
                                                                                                      ------------

                 WATER/SEWER (0.2%)
       500,000   Metropolitan Water District of
                   Southern California..............................    07/01/09           4.000           500,000
                                                                                                      ------------
                 Total Water/Sewer..................................                                       500,000
                                                                                                      ------------
                 Total Municipal Bonds..............................                                   267,632,849
                                                                                                      ------------

                 COMMERCIAL PAPER (1.3%)
     1,500,000   Connecticut State Health & Educational
                   Facilities Authority(2)..........................    08/24/09           0.300         1,500,000
     2,000,000   Harris County, Texas(2)............................    07/02/09           0.200         2,000,000
                                                                                                      ------------
                 Total Commercial Paper.............................                                     3,500,000
                                                                                                      ------------

TOTAL INVESTMENTS AT AMORTIZED COST.............................................            97.6%     $271,132,849
CASH AND OTHER ASSETS IN EXCESS OF LIABILITIES..................................             2.4         6,704,649
                                                                                           -----      ------------
NET ASSETS......................................................................           100.0%     $277,837,498
                                                                                           =====      ============
</TABLE>

----------
(1)   Variable rate  instrument.  The maturity  dates  reflect  earlier of reset
      dates or stated  maturity  dates.  Interest rates change on specific dates
      (such as coupon or interest  payment date). The yield shown represents the
      June 30, 2009 coupon or interest rate.

(2)   Coupon represents a yield to maturity.

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


FINANCIAL STATEMENT JUNE 30, 2009                                              9
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
PORTFOLIO OF INVESTMENTS (continued)
June 30, 2009

FAIR VALUE MEASUREMENTS

The Fund adopted  Financial  Accounting  Standards  Board Statement of Financial
Accounting  Standards No. 157, "Fair Value Measurements" ("FAS 157"),  effective
July 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  table  summarizes the valuation of the Fund's  investments by the
above fair value hierarchy levels as of June 30, 2009:

<TABLE>
<CAPTION>
                                         Quoted Prices in        Other
                                          Active Markets      Significant    Significant
                                          for Identical       Observable     Unobservable
                                           Investments          Inputs          Inputs        Balance as of
Investments, at value                       (Level 1)          (Level 2)      (Level 3)         06/30/2009
---------------------                    ----------------    ------------    ------------     -------------
<S>                                            <C>           <C>                  <C>         <C>
Municipal Bonds ...................            --            $267,632,849         --          $267,632,849
Commercial Paper ..................            --               3,500,000         --             3,500,000
                                            --------         ------------      --------       ------------
Total..............................            --            $271,132,849         --          $271,132,849
                                            ========         ============      ========       ============
</TABLE>

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


10
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
STATEMENT OF ASSETS AND LIABILITIES
June 30, 2009

ASSETS:
   Investments, at amortized cost ............................      $271,132,849
   Cash ......................................................         1,360,273
   Receivables for:
      Investment sold ........................................         6,000,148
      Interest ...............................................           680,889
                                                                    ------------
         Total Assets ........................................       279,174,159
                                                                    ============

LIABILITIES:
   Payables for:
      Investment purchased ...................................           990,081
      Shareholder servicing fees .............................           116,896
      Investment advisory and administrative fees ............           114,346
      Custody and accounting fees ............................            55,407
      Professional fees ......................................            35,090
      Board of Trustees' fees ................................               550
      Accrued expenses and other liabilities .................            24,291
                                                                    ------------
         Total Liabilities ...................................         1,336,661
                                                                    ------------
NET ASSETS ...................................................      $277,837,498
                                                                    ============

Net Assets Consist of:
   Paid-in capital ...........................................      $277,770,529
   Undistributed net investment income .......................             1,170
   Accumulated net realized gain on investments ..............            65,799
                                                                    ------------
Net Assets ...................................................      $277,837,498
                                                                    ============

NET ASSET VALUE AND OFFERING PRICE PER SHARE
   ($277,837,498 / 277,831,213 shares outstanding) ...........             $1.00
                                                                           =====

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


FINANCIAL STATEMENT JUNE 30, 2009                                             11
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
STATEMENT OF OPERATIONS
For the year ended June 30, 2009

NET INVESTMENT INCOME:
   Income:
      Interest and other income ...............................    $ 10,389,814
                                                                   ------------

   Expenses:
      Shareholder servicing fees ..............................       1,706,846
      Investment advisory and administrative fees .............       1,704,377
      Treasury guarantee program fees .........................         214,594
      Custody and accounting fees .............................         168,089
      Professional fees .......................................          53,520
      Board of Trustees' fees .................................          53,138
      Miscellaneous expenses ..................................         144,351
                                                                   ------------
         Total Expenses .......................................       4,044,915
         Expense offset arrangement ...........................         (31,051)
         Investment advisory and administrative fee waiver ....          (2,550)
                                                                   ------------
         Net Expenses .........................................       4,011,314
                                                                   ------------
   Net Investment Income ......................................       6,378,500
                                                                   ============

NET REALIZED GAIN:
   Net realized gain on investments ...........................         202,642
                                                                   ------------
   Net Increase in Net Assets Resulting from Operations .......    $  6,581,142
                                                                   ============

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


12
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
STATEMENT OF CHANGES IN NET ASSETS

<TABLE>
<CAPTION>
                                                                                                  For the years ended June 30,
                                                                                             --------------------------------------
                                                                                                 2009                      2008
                                                                                             -------------            -------------
<S>                                                                                          <C>                      <C>
INCREASE (DECREASE) IN NET ASSETS:
   Operations:
      Net investment income ......................................................           $   6,378,500            $   9,861,664
      Net realized gain on investments ...........................................                 202,642                       --
                                                                                             -------------            -------------
         Net increase in net assets resulting
            from operations ......................................................               6,581,142                9,861,664
                                                                                             -------------            -------------
   Dividends and distributions declared:
      From net investment income: ................................................              (6,580,887)              (9,858,762)
                                                                                             -------------            -------------
   From Fund Share (Principal) Transactions at
      Net Asset Value of $1.00 per share:
         Fund shares sold ........................................................             683,653,819              732,984,132
         Fund shares issued in reinvestments of dividends ........................               3,186,453                    6,550
         Fund shares repurchased .................................................            (955,580,303)            (514,652,648)
                                                                                             -------------            -------------
            Net increase (decrease) in net assets resulting
              from fund share transactions .......................................            (268,740,031)             218,338,034
                                                                                             -------------            -------------
            Total increase (decrease) in net assets ..............................            (268,739,776)             218,340,936

NET ASSETS:
   Beginning of year .............................................................             546,577,274              328,236,338
                                                                                             -------------            -------------
   End of year (including undistributed
      net investment income of $(1,170) and $2,902,
      respectively) ..............................................................           $ 277,837,498            $ 546,577,274
                                                                                             =============            =============
</TABLE>

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


FINANCIAL STATEMENT JUNE 30, 2009                                             13
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
Selected per share data and ratios for a share outstanding throughout each year

<TABLE>
<CAPTION>
                                                                       For the years ended June 30,
                                                          -----------------------------------------------------
                                                          2009        2008        2007        2006         2005
                                                          -----       -----       -----       -----       -----
<S>                                                       <C>         <C>         <C>         <C>         <C>
Net asset value, beginning of year.................       $1.00       $1.00       $1.00       $1.00       $1.00
Income from investment operations:
   Net investment income(1)........................        0.01        0.02        0.03        0.02        0.01
Dividends to shareholders from net
   investment income...............................       (0.01)      (0.02)      (0.03)      (0.02)      (0.01)
                                                          -----       -----       -----       -----       -----
      Net asset value, end of year.................       $1.00       $1.00       $1.00       $1.00       $1.00
                                                          =====       =====       =====       =====       =====
Total return.......................................        1.06%       2.40%       3.03%       2.31%       1.15%
Ratios/Supplemental data:
   Net assets, end of year (in millions)...........        $278        $547        $328        $493        $438
   Net expense paid by Fund........................        0.59%       0.55%       0.58%       0.56%       0.56%
      Expense offset arrangement...................        0.00%(2)    0.00%(2)    0.01%       0.00%(2)    0.00%(2)
                                                          -----       -----       -----       -----       -----
      Total expenses...............................        0.59%       0.55%       0.59%       0.56%       0.56%
                                                           ====        ====        ====        ====        ====
   Ratio of net investment income to
      average net assets...........................        0.94%       2.31%       2.98%       2.31%       1.15%
</TABLE>

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

(2)   Less than 0.01%.

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


14
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS
June 30, 2009

1.    Organization.  BBH Tax  Exempt  Money  Fund (the  "Fund")  is a  separate,
      diversified  series of BBH Trust (the "Trust"),  which is registered under
      the Investment  Company Act of 1940, as amended.  The Trust is an open-end
      management investment company organized as a Massachusetts  business trust
      on June 7, 1983 and re-organized as a Delaware statutory trust on June 12,
      2007. The Fund commenced  operations on February 22, 1999. The Declaration
      of Trust  permits the  Trustees to create an  unlimited  number of series,
      each of which may issue a separate  class of  shares.  The  Trustees  have
      authorized  the  issuance  of an  unlimited  number  of shares of the Fund
      without a par  value.  At June 30,  2009,  there  were five  series of the
      Trust.

2.    Significant  Accounting  Policies.  The Fund's  financial  statements  are
      prepared in accordance with accounting  principles  generally  accepted in
      the United States of America.  The following  summarizes  the  significant
      accounting policies of the Fund:

      A.    Valuation  of  Investments.  The  Fund  values  its  investments  at
            amortized cost,  which  approximates  fair value. The amortized cost
            method  values a security  at its cost at the time of  purchase  and
            thereafter  assumes  a  constant  amortization  to  maturity  of any
            discount  or  premium.  The  Fund's  use  of  amortized  cost  is in
            compliance  with Rule 2a-7 of the Investment  Company Act of 1940 as
            amended.

      B.    Investment  Transactions  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.  The Fund  invests  primarily  in debt  securities
            issued by  municipalities.  The  ability of the  issuers of the debt
            securities  to meet their  obligation  may be  affected  by economic
            developments  in a specific state or  municipality.  Interest income
            consists of interest  accrued and discount  earned  (including  both
            original issue and market discount) and premium  amortization on the
            investments of the Fund, accrued ratably to the date of maturity.

      C.    Fund  Expenses.  Expenses  are  accrued  in the period to which they
            relate  and  adjustments  are made when  actual  amounts  are known.
            Expenses are then recognized as incurred.

      D.    Federal  Income  Taxes.  Each  series of the Trust is  treated  as a
            separate  entity for federal  income tax purposes.  It is the Fund's
            policy to comply with the  provisions  of the Internal  Revenue Code
            applicable  to  regulated  investment  companies  and to  distribute
            substantially  all  of  its  taxable  income  to  its  shareholders.
            Accordingly,  no federal  income tax provision is required.  At June
            30, 2009,  the cost of  investments  for federal income tax purposes
            was  equal  to the  amortized  cost  of  investments  for  financial
            statement purposes.

            The Fund is subject to the provisions of FASB  Interpretation No. 48
            ("FIN  48")  "Accounting  for  Uncertainty  in  Income  Taxes  -- an
            interpretation  of FASB  Statement  No.  109".  FIN 48 sets  forth a
            minimum threshold for financial statement recognition of the benefit
            of a tax position taken or expected to be taken in a tax return. The
            Fund did not have any  unrecognized  tax  benefits at June 30, 2009,
            nor were  there any  increases  or  decreases  in  unrecognized  tax
            benefits for the year


FINANCIAL STATEMENT JUNE 30, 2009                                             15
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2009

            then ended.  The Fund  recognizes  interest and  penalties,  if any,
            related to unrecognized tax benefits as an income tax expense in the
            Statements of  Operations.  During the year ended June 30, 2009, the
            Fund did not  incur  any such  interest  or  penalties.  The Fund is
            subject to examination by U.S. federal and state tax authorities for
            returns filed for the prior three fiscal years.

      E.    Dividends  and   Distributions   to   Shareholders.   Dividends  and
            distributions to  shareholders,  are declared daily and paid monthly
            to shareholders.  The tax character of distributions paid during the
            fiscal  years  ended June 30, 2009 and 2008,  respectively,  were as
            follows:

<TABLE>
<CAPTION>
                                              Distributions paid from:
-----------------------------------------------------------------------------------------------
                                    Net             Total                             Total
                  Ordinary       long-term         taxable         Tax exempt     distributions
                   income      capital gain     distributions    distributions        paid
                  --------     ------------     -------------    -------------    -------------
<S>               <C>                <C>           <C>             <C>             <C>
2009:             $413,955           --            $413,955        $6,166,932      $6,580,887
2008:                 --             --                -            9,858,762       9,858,762
</TABLE>

            As of June 30,  2009  and  2008,  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>
2009:           $ 65,543          $256         $ 65,799          --             --             --          $ 65,799
2008:            104,874            --          104,874          --             --             --           104,874
</TABLE>

            As of June  30,  2009  the  Fund  did not  have a net  capital  loss
            carryforward.

            The tax character of the dividends declared in both years was 93.71%
            tax exempt.

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

      F.    Use of Estimates.  The  preparation  of the financial  statements in
            conformity  with  accounting  principles  generally  accepted in the
            United States of America  requires  management to make estimates and
            assumptions   that  affect  the  reported   amounts  of  assets  and
            liabilities at the date of the financial statements and the reported
            amounts of income and expense  during the reporting  period.  Actual
            results could differ from those estimates.


16
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2009

      G.    U.S.  Treasury  Temporary  Guarantee  Program.  The  Fund  currently
            participates  in the U.S.  Department  of the  Treasury's  Temporary
            Guarantee Program for Money Market Funds (the "Program"). Subject to
            certain  conditions  and  limitations,  amounts  held in the Fund by
            shareholders  as of the close of business on September  19, 2008 are
            guaranteed  against  loss  under the  Program  in the event that the
            Fund's net asset  value per share  falls  below  $0.995 and  remains
            below $0.995 until the Fund is liquidated (a "Guarantee  Event"). In
            the event  that a  Guarantee  Event is  triggered,  a  shareholder's
            shares  covered by the Program  will be the lesser of (i) the amount
            held in the Fund as of close of business on September  19, 2008,  or
            (ii) the amount held in the Fund on the date the Program's guarantee
            is triggered.  In this event and subject to the  limitations  of the
            Program,  a shareholder who has remained  invested in the Fund since
            September  19, 2008 would  receive an increase in his or her account
            value with respect to each covered  share of the Fund,  equal to the
            difference  between the amount received in the liquidation and $1.00
            per share. As of December 31, 2008,  assets available to the Program
            to support all participating  money market funds were  approximately
            $50  billion  and the Program  covers  approximately  $3 trillion in
            assets held in money market  funds.  The  Program's  guarantee  only
            applies  to  shareholders  invested  in the Fund as of the  close of
            business on September 19, 2008. The extension period for the Program
            commenced on May 1, 2009 and  terminates  on September 18, 2009 (the
            "Extension Period").  Participation in the Extension Period required
            payment to the U.S.  Department  of Treasury in the amount of 0.015%
            based on the net asset value of the Fund as of September 19, 2008.

      H.    Accounting  Developments.  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,  "Disclosure  about Credit
            Derivatives and Certain  Guarantees:  An Amendment to FASB Statement
            No. 133 and FASB  Interpretation  No. 45; and  Clarification  of the
            Effective  Date of FASB  Statement  No. 161," (the "FSP") 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.  The Fund has adopted FAS 161 and  management  has  determined
            there is no material impact to the financial statements for the year
            ended June 30, 2009.


FINANCIAL STATEMENT JUNE 30, 2009                                             17
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2009

3.    Fees and Other 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
      0.25% 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 year ended June 30, 2009, the
      Fund  incurred  $1,704,377  for  investment  advisory  and  administrative
      services.

      Investment Advisory and Administrative Fee Waiver. Effective June 4, 2009,
      the  SID   voluntarily   began  to  waive  its  Investment   Advisory  and
      Administrative  Fee to  credit  daily to the Fund an  amount  which  would
      maintain  the daily basis point return to the Fund at a minimum of 1 basis
      point. The amount credited each day will be offset to the daily accrual of
      the Investment Advisory and Administrative Fee. This is a voluntary waiver
      that can be changed at any time at the sole discretion of the SID. For the
      year ended June 30, 2009, this fee waiver amount was $2,550.

      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 the Fund's  average
      daily net  assets.  For the year ended June 30,  2009,  the Fund  incurred
      $1,706,846 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. The custody fee is a transaction based fee with an annual minimum
      of $20,000, and the accounting fee is calculated at 0.01% per annum on the
      first $1 billion of net assets and 0.005% per annum on all net assets over
      $1 billion.  For the year ended June 30, 2009, the Fund incurred  $168,089
      for custody and accounting services. These fees were reduced by $31,051 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 the  agreement,  the Fund will be charged  interest  based on
      LIBOR on the day of overdraft plus one percent. The total interest paid by
      the Fund for the year ended June 30, 2009 was $8,435.

      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
      year ended June 30, 2009, the Fund incurred $53,138 for Trustees' fees.


18
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
NOTES TO FINANCIAL STATEMENTS (continued)
June 30, 2009

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

<TABLE>
<CAPTION>
                                                                                                            Shares
                                                                                                  For the years ended June 30,
                                                                                            ---------------------------------------
                                                                                                2009                       2008
                                                                                            ------------               ------------
<S>                                                                                          <C>                        <C>
Fund shares sold .............................................................               683,653,819                732,984,132
Fund shares issued in reinvestments of dividends .............................                 3,186,453                      6,550
Fund shares repurchased ......................................................              (955,580,303)              (514,652,648)
                                                                                            ------------               ------------
Net increase (decrease) ......................................................              (268,740,031)               218,338,034
                                                                                            ============               ============
</TABLE>

5.    Subsequent  Event.  In accordance  with the  provisions  set forth in FASB
      statement of Financial  Accounting  Standards No. 165 "Subsequent Events",
      adopted by the Fund as of June 30,  2009,  management  has  evaluated  the
      possibility  of  subsequent   events  existing  in  the  Fund's  financial
      statements  through August 18, 2009.  Management has determined that there
      are no  material  events  that  would  require  disclosure  in the  Fund's
      financial statements through this date.


FINANCIAL STATEMENT JUNE 30, 2009                                             19
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
DISCLOSURE OF FUND EXPENSES
June 30, 2009 (unaudited)

EXAMPLE

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

The Example is based on an investment of $1,000 invested at the beginning of the
period and held for the entire period (January 1, 2009 to June 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  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.


20
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
DISCLOSURE OF FUND EXPENSES (continued)
June 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.

<TABLE>
<CAPTION>
                                                                                Expenses Paid
                                            Beginning          Ending           During Period
                                          Account Value     Account Value      January 1, 2009
                                         January 1, 2009    June 30, 2009    to June 30, 2009(1)
                                         ---------------    -------------    -------------------
<S>                                          <C>              <C>                   <C>
Actual..........................             $1,000           $1,002.00             $3.03
Hypothetical(2).................             $1,000           $1,021.77             $3.06
</TABLE>

----------
(1)   Expenses  are  equal to the  Fund's  annualized  expense  ratio of  0.61%,
      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  purpose  of  the
      calculation,  the applicable  annualized  expense ratio is subtracted from
      the assumed return before expenses.


FINANCIAL STATEMENT JUNE 30, 2009                                             21
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
DISCLOSURE OF ADVISOR SELECTION
June 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 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

At  the  request  of  the  Board,  BBH  provided   information   concerning  the
profitability of BBH's current  investment  company 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,
fund accounting,  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.


22
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
DISCLOSURE OF ADVISOR SELECTION (continued)
June 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,  fund accountant 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 Investment
Company Act of 1940, as amended.

There may be other  economies of scale  because many  expenses did not rise (and
fall) proportionally to increases (and 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  they had been provided 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.


FINANCIAL STATEMENT JUNE 30, 2009                                             23
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
DISCLOSURE OF ADVISOR SELECTION (continued)
June 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  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, 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 Tax Exempt Money Fund (the "Fund") also
were noted and considered by the Board in deciding to approve the Agreement:

The Board  reviewed  information  showing  performance  of the Fund  compared to
iMoneyNet (Tax Free Retail). The Fund outperformed or performed in line with the
average  over all  relevant  periods.  The Board also viewed with favor that the
Fund's  portfolio of  investments  had an overall high quality  while the Fund's
total expense ratio was lower that the iMoneyNet  Average.  The Board also noted
that the Fund had successfully maintained a stable net asset value of one dollar
at all times.  Taking  into  account  these  comparisons  and the other  factors
considered, the Board concluded that the Fund's investment results over time and
its total expense ratio had been satisfactory.

Conflicts of Interest

As a general matter,  certain conflicts of interest may arise in connection with
a portfolio manager's  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 between the Fund and its
affiliated and unaffiliated


24
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
DISCLOSURE OF ADVISOR SELECTION (continued)
June 30, 2009 (unaudited)

service  providers  (e.g.,  conflicting  duties of loyalty).  By way of example,
compensation and delegation of responsibility  arrangements may create conflicts
relating to  selection of brokers or dealers to execute  Fund  portfolio  trades
and/or specific uses of commissions from Fund portfolio  trades,  administration
of investment  advice and valuation of securities.  The SID may direct brokerage
transactions  and/or payment of a portion of client commissions  ("softdollars")
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.  The SID will determine in good faith
whether  the amount of  commission  is  reasonable  in  relation to the value of
research and brokerage services provided and whether the services provide lawful
and appropriate assistance in its investment  decision-making  responsibilities.
The SID may enter into advisory and/or referral arrangements with third parties.
Such  arrangements may include  compensation paid by the SID to the third party.
The SID may pay a solicitation  fee for referrals  and/or  advisory or incentive
fees.

The Trust  manages  these  conflicts.  For  example,  the Funds have 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.


FINANCIAL STATEMENT JUNE 30, 2009                                             25
<PAGE>

BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
ADDITIONAL FEDERAL TAX INFORMATION
June 30, 2009 (unaudited)

The percentage of tax-exempt dividends paid by BBH Tax Exempt Money Fund for the
year ended June 30, 2009 was 93.71%.

In  January  2010,  the Fund  will  report  on Form  1099 the tax  status of all
distributions  made during the calendar year 2009.  Shareholders  should use the
information on Form 1099 for their income tax returns.

The differences  between  book-basis and tax-basis is attributable  primarily to
post-October  long term  capital loss  deferral  and current  year  distribution
payable.


26
<PAGE>

TRUSTEES AND OFFICERS OF BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
(unaudited)

Information  pertaining  to the  Trustees  of the BBH Trust  (the  "Trust")  and
executive  officers of the Trust is set forth below.  Part B to the Registration
Statement of the BBH Tax Exempt Money Fund includes additional information about
the Fund's  Trustees and is available upon request  without charge by contacting
the Fund at 1-800-625-5759.

<TABLE>
<CAPTION>
                                                                                                        Number of
                                                    Term of                                             Funds in
                                                    Office                                              Fund
                                                    and                                                 Complex      Other
                                    Position(s)     Length                                              Overseen     Directorships
Name, Birth Date                    Held with       of Time         Principal Occupation(s)             by           Held by
and Address                         Trust           Served#         During Past 5 Years                 Trustee^     Trustee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>             <C>                                 <C>          <C>
Joseph V. Shields Jr.               Chairman of     Since 2007      Managing Director, Chairman and     5            None
Birth Date: March 17, 1938          the Board                       Chief Executive Officer of
Shields & Company                   and Trustee                     Shields & Company (member of
140 Broadway                                                        New York Stock Exchange);
New York, NY 10005                                                  Chairman of Capital Management
                                                                    Associates, Inc. (registered
                                                                    investment adviser); Director
                                                                    of Flower Foods, Inc. (New York
                                                                    Stock Exchange listed company).

David P. Feldman                    Trustee         Since 2007      Director of Jeffrey Co. (1992       5            Director of
Birth Date: November 16, 1939                                       to present); Director of QMED                    Dreyfus
C/O BBH & Co.                                                       (1999 to May 2007)                               Mutual
140 Broadway                                                                                                         Funds (59
New York, NY 10005                                                                                                   Funds)

Alan G. Lowy                        Trustee         Since 2007      Private Investor.                   5            None
Birth Date: April 17, 1939
4111 Clear Valley Drive
Encino, CA 91436

Arthur D. Miltenberger              Trustee         Since 2007      Retired; Trustee, R.K. Mellon       5            None
Birth Date: November 8, 1938                                        Family Trust (1981 to June
503 Darlington Road                                                 2003); Director of
Ligonier, PA 15658                                                  Aerostructures Corporation
                                                                    (aircraft manufacturer) (1996
                                                                    to July 2003).

Samuel F. Pryor, IV                 Trustee         Since 2007      Private Investor.                   5            None
Birth Date: June 12, 1955
130 East 67th Street
New York, NY 10021
</TABLE>


FINANCIAL STATEMENT JUNE 30, 2009                                             27
<PAGE>

TRUSTEES AND OFFICERS OF BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
(unaudited)

<TABLE>
<CAPTION>
                                                                                                        Number of
                                                    Term of                                             Funds in
                                                    Office                                              Fund
                                                    and                                                 Complex      Other
                                    Position(s)     Length                                              Overseen     Directorships
Name, Birth Date                    Held with       of Time         Principal Occupation(s)             by           Held by
and Address                         Trust           Served#         During Past 5 Years                 Trustee^     Trustee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>             <C>                                 <C>          <C>
H. Whitney Wagner                   Trustee         Since 2007      President, Clear Brook              5            None
Birth Date: March 3, 1956                                           Advisors, a registered
Clear Brook Advisors                                                investment advisor.
75 Rockefeller Plaza,
14th Floor
New York, NY 10019

Officers

John A. Gehret                      President       Since 2008      President and Principal             N/A          N/A
Birth Date: April 11, 1959          and                             Executive Officer of the Trust;
140 Broadway                        Principal                       Joined Brown Brothers Harriman
New York, NY 10005                  Executive                       & Co. ("BBH & Co.") in 1981 and
                                    Officer                         has been a Partner of the firm
                                                                    since 1998.

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

Mark B. Nixon                       Assistant       Since 2007      Assistant Secretary and             N/A          N/A
Birth Date: January 14, 1963        Secretary,                      Assistant Treasurer of the
140 Broadway                        Assistant                       Trust; Vice President of BBH &
New York, NY 10005                  Treasurer                       Co. (since October 2006);
                                                                    Accounting Manager, Reserve
                                                                    Funds (August 2005-September
                                                                    2006); Assistant Controller,
                                                                    Reserve Funds (February 2005
                                                                    - August 2005); Private
                                                                    Consultant (December 2001
                                                                    - February 2005).

Beth Haddock                        Chief           Since 2007      Chief Compliance Officer of the     N/A          N/A
Birth Date: December 10, 1965       Compliance                      Trust (September 2007-present);
140 Broadway                        Officer                         Chief Compliance Officer for
New York, NY 10005                                                  the FINRA/NYSE and SEC
                                                                    compliance programs and
                                                                    Associate Compliance
                                                                    Director for  the global
                                                                    compliance program (April 2005
                                                                    - present); Deputy General
                                                                    Counsel of AXA Advisors/ AXA
                                                                    Financial (November
                                                                    1997-April 2005).
</TABLE>


28
<PAGE>

TRUSTEES AND OFFICERS OF BBH TAX EXEMPT MONEY FUND
--------------------------------------------------------------------------------
(unaudited)

<TABLE>
<CAPTION>
                                                                                                        Number of
                                                    Term of                                             Funds in
                                                    Office                                              Fund
                                                    and                                                 Complex      Other
                                    Position(s)     Length                                              Overseen     Directorships
Name, Birth Date                    Held with       of Time         Principal Occupation(s)             by           Held by
and Address                         Trust           Served#         During Past 5 Years                 Trustee^     Trustee
----------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>             <C>             <C>                                 <C>          <C>
Sue M. Rim-An                       Anti-Money      Since 2008      Anti-Money Laundering Officer,      N/A          N/A
Birth Date: September 10, 1970      Laundering                      Vice President of BBH & Co.
140 Broadway                        Officer                         (September 2007 - present); AML
New York, NY 10005                                                  Officer at UBS Investment Bank
                                                                    (April 2006 - August 2007); AML
                                                                    Officer & Vice President in
                                                                    Private Client Services at Bear
                                                                    Stearns & Co (June 1992 - April
                                                                    2006).

Gail C. Jones                       Secretary       Since 2007      Secretary of the Trust;             N/A          N/A
Birth Date: October 26, 1953                                        Counsel, ReedSmith, LLP (since
1001 Liberty Avenue                                                 October 2002); Corporate
Pittsburgh, PA 15222-3779                                           Counsel (January 1997 to
                                                                    September 2002) and Vice
                                                                    President (January 1999 to
                                                                    September 2002) of Federated
                                                                    Services Company.

George M. Polatas                   Vice            Since 2008      Vice President of the Trust         N/A          N/A
Birth Date: March 3, 1962           President                       (since June 2008); Assistant
1001 Liberty Avenue                                                 Vice President of Federated
Pittsburgh, PA 15222-3779                                           Services Company; Vice
                                                                    President of various funds
                                                                    distributed by Edgewood
                                                                    Services, Inc (January 1997
                                                                    to present).

Theodore J. Boudria                 Assistant       Since 2008      Assistant Treasurer of the          N/A          N/A
Birth Date: June 26, 1968           Treasurer                       Trust; Senior Vice President
70 Franklin Street                                                  (since 2009); Joined BBH & Co.
Boston, MA 02110                                                    in 1995.
</TABLE>

----------
#     Each  Trustee of the Trust hold s office  until he or she att ains the age
      of 70 (72, in the case of Trustees who were elected as such before January
      1,  2000),  or until he or she sooner  dies,  resigns  or is removed  from
      office in accordance  with the  provisions of the Trust's  Declaration  of
      Trust.  All officers of the Trust hold office for one year and until their
      respective  successors are chosen and qualified (subject to the ability of
      the  Trustees  to  remove  any  officer  in  accordance  with the  Trust's
      By-laws).

^     The Fund Complex consists of the Trust,  which has five series and each is
      counted as one "Fund" for purposes of this table.


FINANCIAL STATEMENT JUNE 30, 2009                                             29
<PAGE>

ADMINISTRATOR                         INVESTMENT ADVISER
BROWN BROTHERS HARRIMAN               MUTUAL FUND ADVISORY DEPARTMENT (SID)
140 BROADWAY                          OF BROWN BROTHERS HARRIMAN
NEW YORK, NY 10005                    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 Funds  website  at
www.bbhfunds.com.

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

                                  [LOGO] BROWN
                                         BROTHERS
                                         HARRIMAN

ITEM 2. CODE OF ETHICS.

(a) The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions.

(b) No answer required.

(d) Not applicable.

(e) Not applicable.

(f)

(1) Not applicable.

(2) Not applicable.

(3) A copy of the code of ethics referenced in Item 2(a) of this Form N-CSR

is available and can be mailed, free of charge, to anyone by calling

(800)575-1265.

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.

(a)(1) The Registrant's Board of Trustees has designated two members of the

audit committee as financial experts.

(2) The following Trustees have been designated as audit committee financial

experts by the Board of Trustees who are “independent” for purposes of

this Item 3 of Form N-CSR: audit committee members Arthur D.

Miltenberger and David P. Feldman are the designated audit committee

financial experts.

(3) Not applicable.

(b) No answer required.

(d) No answer required.

ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

TO BE PROVIDED BY D&T

ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.

(a) Not applicable.

(b) Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS

Not applicable.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND

PROCEDURES FOR CLOSED-END

MANAGEMENT INVESTMENT COMPANIES.

Not applicable.

ITEM 8. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT

INVESTMENT COMPANIES.

Not applicable.

ITEM 9. PURCHASES OF EQUITY SECURITIES BY CLOSED-END

MANAGEMENT INVESTMENT COMPANY AND AFFILIATED

PURCHASERS.

Not Applicable.

ITEM 10. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Not applicable.

ITEM 11. CONTROLS AND PROCEDURES.

(a) Based upon their evaluation of the Registrant's disclosure controls and

procedures as conducted within 90 days of the filing date of this Form

N-CSR, the Registrant's principal financial officer and principal

executive officer have concluded that those disclosure controls and

procedures provide reasonable assurance that the material information

required to be disclosed by the Registrant on this report is recorded,

processed, summarized and reported within the time periods specified

in the Securities and Exchange Commission's rules and forms.

(b) There were no significant changes in the Registrant's internal controls

or in other factors that occurred during the second fiscal quarter of

the period covered by this report that has materially affected, or is

reasonably likely to materially affect, the Registrant’s internal control

over financial reporting.

ITEM 12. EXHIBITS.

(a)(1) Not applicable.

(a)(2) A separate certification for each principal executive officer and

principal financial officer of the Registrant as required by Rule

30a-2(a) under the Act (17 CFR 270.30a-2) is filed as Exhibit 12(a)

(2).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant) BBH TRUST

-------------------------------------

By (Signature and Title)* /s/ John A. Gehret

--------------------------------------

John A. Gehret, President

(Principal Executive Officer)

Date: August 31, 2009

---------------------

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on

the dates indicated.

By (Signature and Title)* /s/ John A. Gehret

---------------------------------------

John A. Gehret, President

(Principal Executive Officer)

Date: August 31, 2009

----------------------

By (Signature and Title)* /s/ Charles H. Schreiber

------------------------------------------

Charles H. Schreiber, Treasurer

(Principal Financial Officer)

Date: August 31, 2009

-----------------------

- Print name and title of each signing officer under his or her signature.

EXHIBIT 12(a) (1)

A copy of the code of ethics is available and can be mailed, free of charge,

to anyone by calling (800) 575-1265.

EXHIBIT 12(a) (2)

SECTION 302 CERTIFICATION OF PRINCIPLE EXECUTIVE OFFICER.

I, John A. Gehret, certify that:

1. I have reviewed this report on Form N-CSR of BBH Trust on behalf of: BBH

Money Market Fund and BBH Tax Exempt Money Fund,("Registrant");

2. Based on my knowledge, this report does not contain any untrue statement

of a material fact or omit to state a material fact necessary to make the

statements made, in light of the circumstances under which such statements

were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial

information included in this report, fairly present in all material

respects the financial condition, results of operations, changes in net

assets, and cash flows (if the financial statements are required to

include a statement of cash flows) of the Registrant as of, and for, the

periods presented in this report;

4. The Registrant's other certifying officer and I are responsible for

establishing and maintaining disclosure controls and procedures (as

defined in Rule 30a-3(c) under the Investment Company Act of 1940) and

internal control over financial reporting (as defined in Rule 30a-3(d)

under the Investment Company Act of 1940) for the Registrant and have:

a.) designed such disclosure controls and procedures, or caused such disclosure

controls and procedures to be designed under our supervision, to ensure

that material information relating to the Registrant, including its

consolidated subsidiaries, is made known to us by others within those

entities, particularly during the period in which this report is being

prepared;

b.) designed such internal control over financial reporting, or caused such

internal control over financial reporting to be designed under our

supervision, to provide reasonable assurance regarding the reliability of

financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting

principles;

c.) evaluated the effectiveness of the Registrant's disclosure controls and

procedures and presented in this report our conclusions about the

effectiveness of the disclosure controls and procedures, as of a date

within 90 days prior to the filing date of this report based on such

evaluation; and

d.) disclosed in this report any change in the Registrant's internal control

over financial reporting that occurred during the second fiscal quarter of

the period covered by this report that has materially affected, or is

reasonably likely to materially affect, the Registrant's internal control

over financial reporting; and

5. The Registrant's other certifying officer and I have disclosed to the

Registrant's auditors and the audit committee of the Registrant's board of

directors (or persons performing the equivalent functions):

a.) all significant deficiencies and material weaknesses in the design or

operation of internal control over financial reporting which are

reasonably likely to adversely affect the Registrant's ability to record,

process, summarize, and report financial information; and

b.) any fraud, whether or not material, that involves management or other

employees who have a significant role in the Registrant's internal control

over financial reporting.

Date: August 31, 2009

------------------------------

/s/ John A. Gehret

=======================

John A. Gehret

President - Principal Executive Officer

EXHIBIT 12(a) (2)

SECTION 302 CERTIFICATION OF PRINCIPLE FINANCIAL OFFICER.

I, Charles H. Schreiber, certify that: