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CORRESP

 Paul Hastings LLP

California Street, 48th Floor

San Francisco, CA 94111

telephone (415) 856-7000

facsimile (415) 856-7100

www.paulhastings.com

 October 3, 2024

 VIA EDGAR CORRESPONDENCE

 Ms. Christina
DiAngelo Fettig

 Division of Investment Management,

 Disclosure Review and Accounting

 Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 Litman Gregory Funds Trust

Annual Report for the Fiscal Year Ended December 31, 2023

(File No.: 811-07763)

Dear Ms. Fettig:

 On behalf of the Litman
Gregory Funds Trust (the “Registrant”), we hereby respond to your oral comments provided on June 24, 2024, July 29, 2024, September 9 and September 30, 2024 with respect to the Registrant’s annual report for the
fiscal year ended December 31, 2023 (the “Annual Report”) and other filings.

 The Registrant’s responses are provided
below. We have restated the substance of your comments to the best of our understanding. Capitalized terms have the same respective meanings as in the Annual Report, unless otherwise indicated.

1.
 Comment: The staff (the “Staff”) of the Securities Exchange Commission (the
“SEC”) notes that certain non-diversified fund had the following disclosure: “Diversification does not assure a profit or protect against loss in a declining market.” (See, e.g., p. 1 and
p. 5 of the Annual Report for the Polen Capital Global Growth ETF and pp. 2-3 of the larger Annual Report for the remainder of the Funds.) Please consider whether that disclosure is appropriate for the Funds
that are not diversified.

 Response: Comment acknowledged. In connection with the new rule and form
amendments related to tailored shareholder reports (the “TSR Rules”), that disclosure will no longer be included in the Registrant’s shareholder reports.

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2.
 Comment: The Staff is re-issuing Comment 9 from the comment
response letter filed on September 10, 2021 (the “September 2021 Letter”): “In the table illustrating the value of a hypothetical $100,000 investment for the Alternative Strategies Fund, please disclose which class
of shares is being presented.”

 Response: Comment acknowledged. In connection with the
TSR Rules, the Registrant will prepare separate shareholder reports for each share class of each Fund and therefore will not need to specify share class in this table.

3.
 Comment: Similarly, the Staff is re-issuing Comment 6 from
the September 2021 Letter: “. . . the Registrant undertook to include in the ‘Management Discussion of Fund Performance’ section of the shareholder report a statement accompanying the graph and table that the graph and table do not
reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares. . . . [T]he statement should be included in each Fund’s graph and table.”

Response: Comment accepted. In future shareholder reports, the Registrant will include the following disclosure:

The Fund’s past performance is not a good predictor of the Fund’s future performance. Visit imgpfunds.com for the most recent
performance information. The graph and table do not reflect the deduction of taxes that a shareholder would pay on fund distributions or the redemption of fund shares.

4.
 Comment: Similarly, the Staff is re-issuing Comment 7 from
the September 2021 Letter. That comment relates to the disclosures required when a fund changes its benchmark. That comment stated “. . . the Registrant undertook to ensure that changes in a Fund’s primary index would be reflected in
future shareholder reports. The Staff notes that in the Registrant’s financial statements for the fiscal year ended December 31, 2018 for the Alternative Strategies Fund, the Bloomberg Barclays U.S. Aggregate Bond Index is
listed as the Fund’s primary benchmark. While the Registrant’s prospectus dated April 30, 2019 noted the change in the Fund’s primary benchmark from the Bloomberg Barclays U.S. Aggregate Bond Index to 3-Month Libor, this change was not noted in the Registrant’s financial statements for the Fund for the fiscal year ended December 31, 2019.” Item 27(b)(7), Instruction 7 of Form N-1A requires that if a fund uses an index that is different from the one used for the immediately preceding fiscal year, the registrant should explain the reason(s) for the change and compare the fund’s annual
change in the value of an investment in the hypothetical account with the new and former indexes.

a.
 This comment applies to the iMGP International Fund. Per a 497K filed on
April 22, 2022: “Effective September 30, 2021, the Fund’s primary benchmark changed from the MSCI ACWI ex-U.S. Index to the MSCI EAFE Index.” The annual
report

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for the year ended December 31, 2021 did not include the MSCI EAFE Index in the Growth of $10,000 chart, but did include the MSCI EAFE Index in the Average Annual Total Return Chart.
Please explain this inconsistency. In addition, please explain the inconsistency in the date of the change. Per the 2021 Annual Report: “Coinciding with this change in subadvisor mix, effective January 1, 2022, we are changing the iMGP
International Fund’s primary benchmark from MSCI ACWI ex US NET to MSCI EAFE NET.”

Response: Comment accepted. The benchmark changed effective September 30, 2021, and the shareholder report should
have included the MSCI EAFE Index in the Growth of $10,000 chart. The Registrant will ensure that changes in a Fund’s benchmark are disclosed correctly in future shareholder reports.

b.
 This comment also applies to the iMGP SBH Focused Small Value Fund. There appears to be
inconsistency in the broad based securities market index in the Annual Report and prospectus. Please explain.

Per a 497K filed on April 30, 2024: “Effective April 29, 2024, the Small Company Fund’s primary benchmark changed from
the MSCI USA Small Cap Value Index to the Russell 2000 Index. The Adviser believes this benchmark more closely aligns with the change of investment strategy of the Fund.” Although this change was effective after the 12/31/23 reporting
period date, the Growth of $10,000 chart did not present the MSCI USA Small Cap Value Index. Please explain.

 Per a 497K filed
on May 1, 2023: “Effective April 28, 2023, the SBH Focused Small Value Fund’s primary benchmark changed from the Russell 2000 Value Index to the MSCI USA Small Cap Value Index. The Adviser believes this benchmark more closely
aligns with the investment objective of the Fund.”

 Response: Comment accepted. The Annual Report should have referenced
the MSCI USA Small Cap Value Index as the Fund’s primary benchmark rather than the Russell 2000 Index, as the former was the Fund’s primary benchmark as of December 31, 2023. The benchmark will change again in connection with the TSR
Rules. The Registrant will ensure that changes in a Fund’s benchmark are disclosed correctly in future shareholder reports.

c.
 This comment also applies to the iMGP Alternative Strategies Fund. Per a 497K filed on
April 29, 2022: “In connection with the anticipated discontinuation of LIBOR, effective April 29, 2022, the Alternative Strategies Fund’s primary benchmark changed from
3-Month LIBOR to the ICE BofAML U.S. 3-Month Treasury Index.” The Form N-CSR for the year ended
December 31, 2022 did not disclose the reason for the change, nor did the Growth of $10,000 chart present the former index.

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 Response: Comment accepted. The Fund’s primary benchmark will change again in
connection with the TSR Rules. The Registrant will ensure that changes in a Fund’s benchmark are disclosed correctly in future shareholder reports.

d.
 This comment also applies to the iMGP DBi Hedge Strategy ETF. Per a 497K filed on
April 28, 2023: “Effective September 30, 2022, the iMGP DBi Hedge Strategy ETF’s primary benchmark changed from the BarclayHedge Equity Long Short Index to the Morningstar US Fund Long-Short Equity
Category. The Adviser believes this benchmark more closely aligns with the investment objective of the Fund.” The Form N-CSR for the year ended December 31, 2022 did not disclose
the reason for the change, nor did the Growth of $10,000 chart present the former index.

Response: Comment accepted. The Fund’s primary benchmark will change again in connection with the TSR Rules. The Registrant will
ensure that changes in a Fund’s benchmark are disclosed correctly in future shareholder reports.

5.
 Comment: For the iMGP RBA Responsible Global Allocation ETF, which has been subsequently liquidated,
the Staff was unable to locate the disclosure requirements of Item 27(f) of Form N-1A, a graphical representation of holdings, which is required in an annual report.

Response: Comment acknowledged. The iMGP RBA Responsible Global Allocation ETF has been liquidated, but in future shareholder reports
the Registrant will ensure that the requested disclosure is provided for each Fund.

6.
 Comment: The Schedules of Investments for the Polen Capital Global Growth ETF and iMGP Global Select
Fund are categorized by industry; however, if there is significant country concentration, please also consider including a categorization by country for each Fund. See AICPA Audit and Accounting Guide: Investment Companies, Chapter 7, paragraph 28,
which states: “In addition to the categorization chosen from the preceding, any other significant concentration of credit risk should be reported. For example, an international fund that categorizes its investments by industry or geographic
region should also report a summary of its investments by country, if such concentration is significant.”

Response: Comment accepted. The Registrant will categorize the Schedules of Investments for those Funds by country in future
shareholder reports. The Registrant will also summarize these Funds’ investments by industry if there is significant industry concentration.

7.
 Comment: Section 12-12, footnote 2 of
Regulation S-X requires that a registrant categorize the schedule of investments by (i) type of investment, and then (ii) also by the related industry, country or
geographic location of the investment. The Schedule of Investments for the iMGP RBA Responsible Global Allocation ETF was only categorized

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by type, Exchange-Traded Funds, and not by industry, country or geographic location. In addition, this requirement also applies to categorizations of asset-backed securities and bank loans.
The Staff notes that the Schedule of Investments for the iMGP High Income Fund does not categorize asset-backed securities and bank loans into the second tier of classifications of industry, country or geographic location. Please ensure that all
Schedules of Investments are appropriately categorized in compliance with Section 12-12, footnote 2.

Response: Comment accepted. The iMGP RBA Responsible Global Allocation ETF has been liquidated, but in future shareholder reports the
Registrant will revise that disclosure to the extent possible for the iMGP High Income Fund and for any other Funds as applicable. The Registrant notes that the Funds’ custodian and administrator uses the Bloomberg hierarchy of categories
to identify industries for fixed-income securities. The available categories for the asset-backed securities included in the High Income Fund’s Schedule of Investments are “Other ABS” and “Home Equity ABS.”

8.
 Comment: In the Schedule of Investments for the iMGP High Income Fund, please include the disclosure
required by Section 12-13, footnote 3 of Regulation S-X as it applies to the Fund’s investments in swaptions.

Response: Comment acknowledged. In connection with the TSR Rules, this information will no longer be included in future shareholder
reports, but the Registrant will include the requested disclosure in the Form N-CSR filed with the SEC and posted on the Funds’ website.

9.
 Comment: The iMGP International Fund and the iMGP Oldfield International Value Fund each
discloses tax reclaims receivable. Please explain supplementally in correspondence to which country or countries these relate and how the Funds monitor collectability.

Response: Comment accepted. The reclaims are from countries that have tax treaties with the United States that allow for the collection
of taxes withheld at the time securities are sold in the various local markets and later repatriated via the reclaim process. The list of reclaims is maintained and monitored by subject matter experts at the Registrant’s global custodian,
State Street Bank and Trust Company (“State Street”), and reviewed monthly by the Advisor during its management call with State Street, including a senior officer from State Street’s tax reclaim center. The specific countries to
which those tax reclaims relate are Austria, Belgium, Denmark, France, Germany, Italy, Japan and Switzerland.

10.
 Comment: For the Funds that have borrowings outstanding during the period, please explain why a
statement of cash flows has not been presented. In addressing the comment, please provide an analysis pursuant to FASB ASC
230-10-15-4, which sets out the requirements for providing statements of cash flows, and explain whether the Registrant should
have provided a statement of cash flows for those Funds. Please

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include in your response letter that the auditors agree with the analysis. Please also supplementally provide the calculations supporting your analysis.

Response: Comment accepted. Per ASC
230-10-15-4(c), for an investment company to be exempt from providing a statement of cash flows, the company must meet all the
following conditions:

 i) During the period, substantially all the entity’s investments were carried at fair value and classified as
Level 1 or Level 2 measurements in accordance with ASC 820;

 ii) The company had little or no debt, based on average debt
outstanding during the period, in relation to average total* assets; and

 iii) The
enterprise provides a statement of changes in net assets.

 The Funds that had debt outstanding during the period were the iMGP Global
Select Fund, iMGP Oldfield International Value Fund, iMGP SBH Focused Small Value Fund, iMGP Alternative Strategies Fund, iMGP High Income Fund and iMGP Dolan McEniry Corporate Bond Fund. Each of these Funds met all the conditions under ASC 230-10-15-4(c) to be exempt from the requirement to provide a statement of cash flows:

Global Select Fund: i) The Fund held no securities classified as Level 3 during the period, such that all the Fund’s
investments were carried at fair value and classified as Level 1 or Level 2 in accordance with ASC 820; ii) the Fund had little to no debt outstanding; and iii) the Fund provided a statement of changes in net assets.

Oldfield International Value Fund: i) The Fund held no securities classified as Level 3 during the period, such that all the
Fund’s investments were carried at fair value and classified as Level 1 or Level 2 in accordance with ASC 820; ii) the Fund had little to no debt outstanding; iii) the Fund provided a statement of changes in net assets.

SBH Focused Small Value Fund: i) The Fund held no securities classified as Level 3 during the period, such that all the
Fund’s investments were carried at fair value and classified as Level 1 or Level 2 in accordance with ASC 820; ii) the Fund had little to no debt outstanding; iii) the Fund provided a statement of changes in net assets.

Alternative Strategies Fund: i) the Fund held securities classified as Level 3 during the period comprising less than 1% of total
assets, such that substantially all the Fund’s investments were carried at fair value and classified as Level 1 or Level 2 in accordance with ASC 820; ii) the Fund had little to no debt outstanding; and iii) the Fund provided a
statement of changes in net assets.

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 High Income Fund: i) the Fund held securities classified as Level 3 during the
period comprising less than 1% of total assets, such that substantially all the Fund’s investments were carried at fair value and classified as Level 1 or Level 2