SecProbe.io

CORRESP
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filename1.htm

CORRESP

 Brian F. Link, Esq.

Managing Director and Managing Counsel

T+1-617-662-1504

Brian.link@statestreet.com

State Street Corporation

 One Congress
Street

 Boston, MA 02114-2016

statestreet.com

 February 16, 2024

 VIA
EDGAR CORRESPONDENCE FILING

 United States Securities and Exchange Commission

Division of Investment Management, Disclosure Review Office

 100
F Street, N.E.

 Washington, D.C. 20549-8626

 Attn:
Mr. David Matthews

Re:
 Litman Gregory Funds Trust (File Nos.: 333-10015 and 811-07763)

 Ladies and Gentlemen:

On behalf of the above-named registrant (the “Registrant”), we provide the responses set forth below to the comments given orally by Mr. David
Matthews of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) on November 20, 2023, with respect to the Registrant’s Post-Effective Amendment No. 132 (the “Amendment”),
which contained proposed disclosure relating to four new series of the Registrant designated as follows: Polen Capital China Growth ETF (“China Growth ETF”); Polen Capital International Growth ETF (“International Growth ETF”);
Polen Capital Emerging Markets Growth ETF (“Emerging Markets Growth ETF”); and Polen Capital Global SMID Company Growth ETF (“Global SMID Company Growth ETF”) (each a “Fund” and together, the “Funds”).
Subsequent to filing the Amendment, the Registrant determined to change the name and principal investment strategy of the Emerging Markets Growth ETF. The Fund’s new name will be the Polen Capital Emerging Markets Growth ex-China ETF (the “Emerging Markets Growth ex-China ETF”) and changes will be made to the Fund’s principal investment strategy to reflect the Fund’s
exclusion of investments in China. For clarity, references to the Fund in this response use the new Fund name.

 The Staff’s comments are set forth below in bold typeface for your reference. Capitalized terms have the
same meaning ascribed to them in the Amendment unless otherwise indicated. Revised disclosure intended to address these comments as they relate to the China Growth ETF and International Growth ETF will be included in a further post-effective
amendment to be filed several days after this response letter is filed. Changes relating to the Emerging Markets Growth ETF and Global SMID Company Growth ETF will be included in a further post-effective amendment to be filed at a later date.
Changes noted above related to the Emerging Markets Growth ex-China ETF will also be reflected in this later post-effective amendment. The Registrant acknowledges the Staff’s standard disclaimers with
respect to these comments, including that the Registrant remains responsible for the accuracy and completeness of its disclosure. The Registrant further acknowledges that comments apply to all Funds unless otherwise noted. We have consulted with the
Registrant and Fund Counsel in preparing and submitting this response letter.

 * * * * * *

The Registrant’s responses to the Staff’s comments are as follows. Comments are considered applicable to all Funds, except as noted otherwise:

1.
 Please provide a completed fee and expense table and include a description of how other expenses are
reasonably estimated for each Fund for the current fiscal year.

 Comment accepted. Below are the completed fee and
expense tables and related examples. Disclosure has also been added that describes how other expenses are reasonably estimated.

 China Growth ETF

 Fees and Expenses of the Fund

 This table
describes the fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example
below.

 Annual Operating Expenses (expenses that you pay
each year as a percentage of the value of your investment)

 Management Fees

1.05
%

 Distribution and/or Service (12b-1) Fees1

0.00
%

 Other Expenses2

0.00
%

 Total Annual Fund Operating Expenses

1.05
%

1
 The Fund’s Rule 12b-1 Plan is authorized but inactive, such that
no related fees accrue to the Fund.

2
 “Other Expenses” have been estimated based on the expenses the Fund expects to incur for the current
fiscal year. Actual expenses may be different. Other Expenses include taxes, brokerage commissions and other transactional expenses, acquired fund fees and expenses, accrued deferred tax liability and extraordinary expenses.

Page 2

 Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 One Year

Three Years

 $107

$
334

 International Growth ETF

Fees and Expenses of the Fund

 This table describes the
fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 Annual Operating Expenses (expenses that you pay
each year as a percentage of the value of your investment)

 Management Fees

1.00
%

 Distribution and/or Service (12b-1) Fees1

0.00
%

 Other Expenses2

0.00
%

 Total Annual Fund Operating Expenses

1.00
%

1
 The Fund’s Rule 12b-1 Plan is authorized but inactive, such that
no related fees accrue to the Fund.

2
 “Other Expenses” have been estimated based on the expenses the Fund expects to incur for the current
fiscal year. Actual expenses may be different. Other Expenses include taxes, brokerage commissions and other transactional expenses, acquired fund fees and expenses, accrued deferred tax liability and extraordinary expenses.

Page 3

 Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 One Year

Three Years

 $102

$
318

 Emerging Markets Growth ex-China ETF

Fees and Expenses of the Fund

 This table describes the
fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 Annual Operating Expenses (expenses that you pay
each year as a percentage of the value of your investment)

 Management Fees

1.15
%

 Distribution and/or Service (12b-1) Fees1

0.00
%

 Other Expenses2

0.00
%

 Total Annual Fund Operating Expenses

1.15
%

1
 The Fund’s Rule 12b-1 Plan is authorized but inactive, such that
no related fees accrue to the Fund.

2
 “Other Expenses” have been estimated based on the expenses the Fund expects to incur for the current
fiscal year. Actual expenses may be different. Other Expenses include taxes, brokerage commissions and other transactional expenses, acquired fund fees and expenses, accrued deferred tax liability and extraordinary expenses.

Page 4

 Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 One Year

Three Years

 $117

$
365

 Global SMID Company Growth ETF

Fees and Expenses of the Fund

 This table describes the
fees and expenses that you may pay if you buy, hold and sell shares of the Fund. You may pay other fees, such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the table and example below.

 Annual Operating Expenses (expenses that you pay
each year as a percentage of the value of your investment)

 Management Fees

1.15
%

 Distribution and/or Service (12b-1) Fees1

0.00
%

 Other Expenses2

0.00
%

 Total Annual Fund Operating Expenses

1.15
%

1
 The Fund’s Rule 12b-1 Plan is authorized but inactive, such that
no related fees accrue to the Fund.

2
 “Other Expenses” have been estimated based on the expenses the Fund expects to incur for the current
fiscal year. Actual expenses may be different. Other Expenses include taxes, brokerage commissions and other transactional expenses, acquired fund fees and expenses, accrued deferred tax liability and extraordinary expenses.

Page 5

 Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that
you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year and that the Fund’s operating expenses
remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:

 One Year

Three Years

 $117

$
365

Page 6

2.
 Please confirm that there will be no fee waivers or recoupment arrangements; or if there will, please
disclose the terms of such arrangement in the footnote for the applicable Fund.

 Comment acknowledged. The Registrant
confirms that there will be no fee waiver or recoupment arrangement for each Fund.

3.
 Please confirm whether the Funds intend to engage in borrowing or other forms of leverage, securities
lending or short sales as a means of achieving their investment objectives. If so, include appropriate disclosures.

Comment acknowledged. The Registrant confirms that the Funds do not intend to engage in borrowing or other forms of leverage, securities
lending or short sales as a means of achieving their investment objectives.

4.
 In the section of the prospectus describing the China Growth ETF’s and the Emerging Markets Growth ex-China ETF’s principal strategies, please describe or include examples by what is meant by equity-related securities and add any associated risk factors to any applicable instruments.

 Comment accepted. The Registrant has added the following disclosure as the third sentence of the first paragraph
under the headings “Principal Strategies” and “Investment Objective and Principal Investment Strategies”: “Equity and equity-related securities include common and preferred stocks and warrants on common
stock.” In addition, the Registrant has added risk disclosure related to preferred stocks and warrants under the Item 4 and Item 9 principal risk disclosure.

5.
 In the section of the prospectus describing the China Growth ETF’s principal strategies, please confirm
whether the Fund intends to invest in Chinese issuers relying on variable interest entity structures. If so, revise strategy and risk disclosure accordingly.

Comment accepted. The Registrant confirms that the Fund intends to invest in Chinese issuers relying on variable interest entity structures.
The Registrant has added that disclosure accordingly in the sections under the headings “Principal Strategies” and “Investment Objective and Principal Investment Strategies” and has added related risk disclosure under the Item 4
and Item 9 principal risk sections.

6.
 For each Fund, please add an example for context of what is meant by “high barrier to entry.”

 Comment accepted. For each Fund, the Registrant has added the following disclosure as the second sentence of the
second paragraph under the headings “Principal Strategies” and “Investment Objective and Principal Investment Strategies”: “Industries with high barriers to entry include those that are dependent on large amounts
of capital investment, government approval of products or services, large-scale distribution systems, and/or patents and other intellectual property.”

Page 7

7.
 For each Fund, please provide further explanation and detail regarding the
Sub-Advisor’s intensive fundamental research process and how that process applies to each of the desired characters cited. Include a description of how that process applies in the context of initial and
ongoing risk management. In addition, please clarify whether the cited characteristics are vetted in respect of individual country-specific standards or globally applied standards (e.g., when looking at strong balance sheets, would the Sub-Advisor’s research process evaluate these characteristics against other Chinese companies or against globally applied standards?).

Comment accepted. The Registrant has revised the Item 9 disclosure in the section under the heading “Investment Objective and Principal
Investment Strategies” as follows:

 The Fund invests in companies that
the Sub-Advisor believes have a sustainable competitive advantage within an industry with high barriers to entry. Industries with high barriers to entry include those that are dependent on large
amounts of capital investment, government approval of products or services, large-scale distribution systems, and/or patents and other intellectual property. In selecting investments for the Fund,
the Sub-Advisor uses intensive quantitative and qualitative fundamental research processes to identify companies within its investment universe that it believes have certain attractive
characteristics, which typically reflect an underlying sustainable competitive advantage. Those characteristics include: (i) consistent and sustainable high return on capital; (ii) strong earnings growth and free cash flow generation;
(iii) strong balance sheets; and (iv) competent and shareholder-oriented management teams. The Sub-Advisor believes that consistent earnings growth is the primary driver of intrinsic value
growth and long-term stock price appreciation. Accordingly Through its analyses of these characteristics, the Sub-Advisor focuses on identifying and investing in a
concentrated portfolio of high quality growth companies that it believes have a competitive advantage and can deliver sustainable, above-average earnings growth.

In conducting these analyses, the Sub-Advisor looks for companies that demonstrate organic revenue
growth, which relates to a company’s ability to sustain attractive revenue growth by, for example, engaging in internal activities such as increasing output that increases revenue growth without relying on
non-organic financial activities such as acquisitions or divestitures. In order to assess a company’s organic revenue growth, the Sub-Advisor may review, for
example, materials available on a company’s website, earnings releases and earnings calls, information considered and approved at annual shareholder meetings and information in investor presentations, regulatory filings, industry data and
information derived from a company’s competitors.

Page 8

 In constructing the Fund’s portfolio, the
Sub-Advisor begins with a universe of all companies within the Fund’s eligible geographic region or regions, and then screens for quality and growth along the parameters outlined above. The Sub-Advisor will further refine potential investments through initial research such as testing the sustainability of

those companies’ financials, which entails assessing a company’s ability to sustain financial metrics in a stable or improving
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