Correspondence 0001213900-23-022411 from BBH Trust (CIK 0001342947)
BBH Trust (CIK 0001342947)
Date: March 23, 2023 · CIK: 0001342947 · Accession: 0001213900-23-022411
AI Filing Summary & Sentiment
File numbers found in text: 333-129342, 811-21829
Letter
VIA EDGAR Division of Investment Management 100 F Street, NE Washington, DC 20549 Re: BBH Trust (File Nos. 333-129342 and 811-21829)
Dear Mr. Eskildsen:
On behalf of BBH Trust (the “Trust”), this letter responds to comments you provided regarding the SOX review of the Trust’s website and filings. Your comments are set forth below followed by the Trust’s responses.
1. Comment: The Large Cap Fund has been identified in the registration statement as a non-diversified fund; however, it appears the Fund is operating as a diversified fund. If the Fund has been operating as a diversified fund for more than 3 years, confirm that the Fund will receive shareholder approval prior to changing its status back to non-diversified (ICA Section 13(a)(1) and Rule 13a-1 thereunder).
Response: The Trust represents that the Fund has not been operating as a diversified fund for more than 3 years and, therefore, continues to be considered a non-diversified fund under the Investment Company Act of 1940.
2. Comment: It appears the N-CSR for the period 10/31/22 refers to a “quarter” covered by the report for the disclosure related to Form N-CSR Item 11(b). Please utilize the language provided in form N-CSR Item 11(b) which refers to period covered by the report not isolated to a particular quarter and confirm that there have been no such changes in the registrant’s internal control over financial reporting that occurred during the period. This also applies to Item 4(d) of the 302 certification included in exhibit 13(a)(2) of the 10/31/22 NCSR filing.
Morgan, Lewis & Bockius llp
1111 Pennsylvania Avenue, NW
Washington, DC 20004 +1.202.739.3000
United States +1.202.739.3001
March 23, 2023
Page 2
Item 11(b) from 10/31/22 N-CSR filed by BBH -
There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this Form N-CSR, that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
Language from Item 11(b) of Form N-CSR on SEC website –
(b) Disclose any change in the registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during 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.
Response: The Trust represents that in future filings it will utilize the language provided in Form N-CSR Item 11(b) as requested. The Trust confirms that there have been no such changes in the Trust’s internal control over financial reporting that occurred during the period.
* * * * *
Please contact me at (202) 373-6091 with questions or comments.
Sincerely,
/s/
Magda El Guindi-Rosenbaum
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CORRESP
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filename1.htm
Magda El Guindi-Rosenbaum
+1.202.373.6091
mer@morganlewis.com
VIA EDGAR
March 23, 2023
Chad Eskildsen
U.S. Securities and Exchange Commission
Division of Investment Management
100 F Street, NE
Washington, DC 20549
Re: BBH
Trust (File Nos. 333-129342 and 811-21829)
Dear Mr. Eskildsen:
On behalf of BBH Trust (the “Trust”), this letter responds
to comments you provided regarding the SOX review of the Trust’s website and filings. Your comments are set forth below followed
by the Trust’s responses.
1. Comment: The Large Cap Fund has been identified in the
registration statement as a non-diversified fund; however, it appears the Fund is operating as a diversified fund. If the Fund has been
operating as a diversified fund for more than 3 years, confirm that the Fund will receive shareholder approval prior to changing its
status back to non-diversified (ICA Section 13(a)(1) and Rule 13a-1 thereunder).
Response: The Trust represents
that the Fund has not been operating as a diversified fund for more than 3 years and, therefore, continues to be considered a non-diversified
fund under the Investment Company Act of 1940.
2. Comment: It appears the N-CSR for the period 10/31/22
refers to a “quarter” covered by the report for the disclosure related to Form N-CSR Item 11(b). Please utilize the language
provided in form N-CSR Item 11(b) which refers to period covered by the report not isolated to a particular quarter and confirm that
there have been no such changes in the registrant’s internal control over financial reporting that occurred during the period.
This also applies to Item 4(d) of the 302 certification included in exhibit 13(a)(2) of the 10/31/22 NCSR filing.
Morgan, Lewis & Bockius llp
1111 Pennsylvania Avenue, NW
Washington, DC 20004
+1.202.739.3000
United States
+1.202.739.3001
March 23, 2023
Page 2
Item 11(b) from 10/31/22 N-CSR filed by BBH -
There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940
Act) that occurred during the Registrant’s second fiscal quarter of the period covered by this Form N-CSR, that have materially
affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.
Language from Item 11(b) of Form N-CSR on SEC
website –
(b) Disclose any change in the registrant’s internal
control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during 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.
Response: The Trust represents that in
future filings it will utilize the language provided in Form N-CSR Item 11(b) as requested. The Trust confirms that there have been no
such changes in the Trust’s internal control over financial reporting that occurred during the period.
* * * * *
Please contact me at (202) 373-6091 with questions or comments.
Sincerely,
/s/
Magda El Guindi-Rosenbaum
Magda El Guindi-Rosenbaum