SecProbe.io

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November 30, 2005

Diane J. Palmer
Paralegal
Reed Smith LLP
435 Sixth Avenue
Pittsburgh, PA 15219

Re:	BBH Trust (File Nos. 333-129342 and 811-21829) and BBH U.S.
Money Market Portfolio (File No. 811-21828)

Dear Ms. Palmer:

      We have reviewed the registration statements for BBH Trust
and
BBH U.S. Money Market Portfolio (each a "Trust" or collectively
the
"Trusts") filed on Form N-1A on October 31, 2005.  The
registration
statement for the BBH Trust has eight series: BBH Money Market
Fund;
BBH U.S. Treasury Money Fund; BBH Tax Exempt Money Fund; BBH Tax-
Free
Short/Intermediate Fixed Income Fund; BBH International Equity
Fund;
BBH Inflation Indexed Fund; BBH Tax Exempt Equity Fund; and BBH
Prime
Institutional Money Market Fund and the registration statement for
the BBH U.S. Money Market Portfolio has one series: BBH U.S. Money
Market Portfolio (each a "Fund" or collectively the "Funds").
Based
on our review of the registration statements, we have the
following
comments.  The captions we use below correspond to the captions
the
Trusts use in their registration statements.  Please note that the
comments we give in one section are applicable to other sections
of
the registration statements that contain similar disclosure.

ALL FUNDS:

1.	The names of each of the Funds and both of the Trusts are
identical to existing funds and trusts already registered with the
Commission.  Disclosure in the Fund Performance section of the
Funds`
prospectuses suggests, and as you explained to me in a telephone
conversation, each of these Funds is a shell organized to receive
the
assets of, and carry on the operations of, the existing funds
(each a
"Predecessor Fund" and collectively the "Predecessor Funds") in a
series of reorganization transactions.  Please explain to us how
the
Funds and their corresponding Predecessor Funds will accomplish
these
transactions, including a description of the documents that will
be
filed with the Commission and the documents to be delivered to the
shareholders of the Predecessor Funds.  In addition, as each of
these
prospectuses proposes to present the Portfolio Performance of each
Predecessor Fund as the performance of its related fund, please
confirm to us that the Funds will not deliver these prospectuses
to
any prospective shareholders until the reorganizations have
occurred
and the assets have been transferred to each of the Funds from the
corresponding Predecessor Funds.

BBH INTERNATIONAL EQUITY FUND

PROSPECTUS

Investment Objective

2.	If the Fund`s investment objective may be changed without
shareholder approval, please so state in this section.  Please
make
corresponding changes to each of the other prospectuses in both
Trusts that contain similar disclosure.

Principal Investment Strategies

3.	The first sentence of the first paragraph states that the
Fund
will invest at least 80% of the Fund`s assets in equity securities
of
companies in the developed markets of the world, excluding the
United
States and Canada.  Footnote 42 of the adopting release for Rule
35d-
1 states that a Fund that uses the term "international" in its
name
should invest its assets in investments that are tied economically
to
a number of countries throughout the world.  Please explain in
this
section how the Fund will diversify its investments in a number of
countries throughout the world (e.g., the Fund will invest its
assets
in companies that are economically tied to at least __ countries
from
different geographic regions throughout the world).  See
Investment
Company Act Release No. 24828 at footnote 42 (January 17, 2001).

Fund Performance

4.	Please provide year-to-date return information as of the end
of
the most recent quarter.  See Item 2(c)(2)(ii) of Form N-1A.  In
addition, please separate the Fund`s performance from the index`s
performance in the Average Annual Total Returns Table.  See Item
2(c)(2)(iii) of Form N-1A.  Please make corresponding changes to
each
of the other prospectuses in both Trusts that contain similar
disclosure.

Fees and Expenses of the Fund

5.	The lines in the table that reflect Other Expenses and Total
Annual Fund Operating Expenses for the Fund show "N/A."  Does this
mean that these figures are not applicable or not yet available?
If
N/A means that the figures are not available, please include these
numbers in a pre-effective amendment to the registration
statement.
If N/A means that these figures are not applicable, please explain
to
us why such figures would not be applicable in the Fee Table for
this
Fund.  Please make corresponding changes to each of the other
prospectuses in both Trusts that contain similar disclosure.

Investment Adviser

6.	Disclosure in the fourth and fifth paragraphs states that
separate teams of managers at Walter Scott and Mondrian are
responsible for managing the Fund.  Please state the names, titles
and lengths of service for the individuals at Walter Scott and
Mondrian primarily responsible for the day to day management of
the
Fund as well as the other information required by Item 5(a)(2) of
Form N-1A.  If more than five individuals are jointly and
primarily
responsible, please identify at least five individuals that have
the
most significant responsibility.  See Instruction 2 to Item
5(a)(2)
of Form N-1A.  Please make corresponding changes to each of the
other
prospectuses in both Trusts that contain similar disclosure.

Financial Highlights

7.	This section states that because the Fund has not yet
completed
its first fiscal year, financial information is not yet available.
As it appears that the Fund will be the survivor of the
reorganization with the Predecessor Fund for accounting purposes,
please modify this section to reflect the financial information of
the Predecessor Fund after the reorganization has been completed.

Frequent Trading Policy

8.	As this Fund invests primarily in foreign securities, please
describe the risks to the Fund of time zone arbitrage.  See
Investment Company Act Release No. 26418, at II.A.1 (April 19,
2004).

Portfolio Holdings Information

9.	The second sentence of this section states that Fund`s
portfolio
holdings are disclosed monthly on the BBH website approximately 15
days after the end of each month and remain posted until replaced
by
the information for the succeeding month.  If the Fund seeks to
rely
on Instruction 3 to Item 11(f)(2) of Form N-1A to withhold the
disclosure of certain ongoing arrangements, please revise this
section to state that the information will remain available until
the
date on which the Fund files its Form N-CSR or Form N-Q with the
Commission for the period that includes the date as of which the
website information is current.  Please make corresponding changes
to
each of the other prospectuses in both Trusts that contain similar
disclosure.

Back Cover Page

10.	The back cover page states that the SEC file number for the
Fund
is 811-06139.  Please modify this disclosure to reflect that the
new
Trust`s file number is 811-21829.  Please make corresponding
changes
to each of the other prospectuses in both Trusts that contain
similar
disclosure.

STATEMENT OF ADDITIONAL INFORMATION

Investment Restrictions

11.	Investment restriction (9) states that positions in futures
or
option contracts shall not be subject to the Fund`s industry
concentration limitation.  Please explain to us why investments in
futures and options contracts would not be subject to this
limitation.  See Sections 8(b)(1)(E) and 13(a)(3) of the
Investment
Company Act.

Board of Trustees - Trustee Equity Ownership as of 12/31/05

12.	Please add equity ownership information for Joseph V. Shields
to
the table in this section.  See Item 12(b)(4) of Form N-1A.  In
addition, each of the columns in this table show "N/A."  Does this
mean that these figures are not applicable or not yet available?
If
N/A means that the figures are not available, please include these
numbers in a pre-effective amendment to the registration
statement.
If N/A means that these figures are not applicable, please explain
to
us why such figures would not be applicable in the Trustee
Ownership
Table for this Fund.  Please make corresponding changes to each of
the other SAIs in both Trusts that contain similar disclosure.

Portfolio Holdings Information

13	Please describe the manner in which the board of directors
exercises oversight of disclosure of the Fund`s portfolio
securities.
See Item 11(f)(1)(vii) of Form N-1A.  In addition, please identify
any ongoing arrangements to make available information about the
Fund`s portfolio securities to any person, including the identity
of
the persons who receive information pursuant to such arrangements.
See Item 11(f)(2) of Form N-1A.  Please make corresponding changes
to
each statement of additional information in both Trusts that
contain
similar disclosure.

Approval of Investment Advisory Agreement

14.	This section describes the approval of the investment
advisory
agreements for all of the Funds in the BBH Trust jointly without
describing the factors that the board considered individually for
each Fund.  Please describe the factors considered by the Board in
approving each of the investment advisory and investment sub-
advisory
agreements for each Fund separately.  See Item 12(b)(10) of Form
N-
1A.

Nature, extent and quality of services provided by BBH:  Please
explain in greater detail in this sub-section the board`s
determination with respect to the quality and scope of services
provided by BBH.

Investment Results: This sub-section states that the board
reviewed
information showing performance of the Fund compared to peers and
benchmark indices.  Please describe how the Fund performed
relative
to these peers and indices.

Costs of Services Provided and Profitability to BBH: This sub-
section
states that the board considered the advisory fees of each Fund in
comparison to the fees of comparable funds.  Please describe in
this
section how the Funds` fees compared to other similar funds
managed
by BBH and other similar funds managed by other investment
advisers.

Economies of Scale:  Please describe in this section whether
economies of scale will be realized as the Fund grows.

Please further describe how the comparisons described in the
"Costs
of Services Provided and Profitability to BBH" subsection assisted
the board in making its determination to approve the continuation
of
the investment advisory contract.  Please make corresponding
changes
to each of the other Funds` prospectuses in both Trusts that
contain
similar disclosure.

Portfolio Manager Information

15.	This section provides information about the sub-adviser, not
the
Fund`s portfolio manager(s).  Please modify this section to
provide
the information required by Item 15(a) for each of the individuals
identified in response to comment 6 above.  Please make
corresponding
changes to each of the other prospectuses in both Trusts that
contain
similar disclosure.

BBH BROAD MARKET FIXED INCOME FUND

PROSPECTUS

Principal Risk Factors - Interest Rate Risk

16.	Please describe in this section the inverse relationship
between
changes in interest rates and the movement of bond prices.

BBH TAX-EFFICIENT EQUITY FUND

PROSPECTUS

Principal Investment Strategies

17.	The first sentence of the first paragraph states that the
Fund
will invest at least 80% of its net assets in publicly traded
equity
securities.  Please revise this disclosure to state that the Fund
will invest at least 80% of its "assets" or its "net assets, plus
the
amount of any borrowings for investment purposes" in publicly
traded
equity securities.  See Rule 35d-1 under the Investment Company
Act.

18.	The first sentence of the second paragraph states that the
Investment Adviser focuses on companies within the Russell 1000
Index.  Please describe in this section the market capitalization
range of the Russell 1000 Index as of a recent date.

Principal Risk Factors - Mid-Cap Risk

19.	This section describes the risks of investing in mid-cap
securities.  Please describe the Fund`s strategy of investing in
mid-
cap securities in the Principal Investment Strategies section of
the
prospectus.

BBH INFLATION-INDEXED SECURITIES FUND

Fund Performance

20.	The fourth column of the Average Annual Total Returns Table
states that the returns reflected in that column will be for a 10
year period.  Please clarify that the returns shown in this column
will reflect either a 10 year period or returns since the
inception
of the Fund or class.  In addition, footnote *** in the Class N
and I
Shares prospectus states that the index`s performance is
calculated
from March 28, 1997 to present.  Please present the returns of an
appropriate broad-based securities market index for the same
period
as the Fund`s returns shown in the table.  See Item 2(c)(2)(iii)
of
Form N-1A.

BBH PRIME INSTITUTIONAL MONEY MARKET FUND, INC.

PROSPECTUS

Fund Performance

21.	The discussion in this section is confusing and does not
adequately describe the performance history of the Fund.  Please
provide in this section the same level of disclosure as has been
provided in the corresponding sections of the prospectuses for
each
of the other Funds described in this registration statement (i.e.,
the Predecessor Fund was managed by BBH, the Fund`s investment
adviser; prior to the Fund`s commencement of operations on
_______,
2006 the fund had no investment operations; and the performance
information and financial information provided in the prospectus
prior to that date is historical information of the Predecessor
Fund).

	The second sentence of the first paragraph states that the
historical total return information for any period or portion
thereof
prior to the establishment of BBH Prime Institutional Money Market
Fund will be that of the BBH U.S. Money Market Portfolio adjusted
to
assume all charges that were in effect on August 22, 2000 were
deducted.  Please clarify in this section that: this reference to
the
establishment of the BBH Prime Institutional Money Market Fund
refers
to the Predecessor Fund; the BBH U.S. Money Market Portfolio has
been
the Predecessor Fund`s master portfolio pursuant to a master-
feeder
arrangement since that time; and August 22, 2000 is the date that
the
Predecessor Fund commenced operations.

BBH U.S. MONEY MARKET PORTFOLIO

PROSPECTUS

Principal Risk Factors

22.	Please state that "although the Fund seeks to preserve the
value
of your investment at $1.00 per share, it is possible to lose
money
by investing in the Fund."  See Item 2(c)(1)(ii) of Form N-1A.

Investment in the Portfolio

23.	The second sentence of the second paragraph states that the
minimum investment for financial intermediaries is $25,000 million
($25,000).  The figures in this sentence are inconsistent.  Please
reconcile them.

STATEMENT OF ADDITIONAL INFORMATION

Investment Policies

24.	The third sentence of the first paragraph states that the
Portfolio will provide shareholders with at least 60 days prior
notice of any changes in the Fund`s policy to invest at least 80%
of
the securities of the Portfolio in securities issued in the United
States as required by Rule 35d-1.  Please disclose this policy in
the
Fund`s Prospectus.

Portfolio Holdings Information

25.	Please disclose the Fund`s policies to provide portfolio
holdings information to all third parties, including all service
providers and rating and ranking organizations.  See Item 11(f) of
Form N-1A.

GENERAL COMMENTS

26.	We note that portions of the filing are incomplete.  We may
have
additional comments on such portions when you complete them in a
pre-
effective amendment, on disclosures made in response to this
letter,
on information supplied supplementally, or on exhibits added in
any
pre-effective amendments.

27.	If you intend to omit certain information from the form of
prospectus included with the registration statement that is
declared
effective in reliance on Rule 430A und