letter.htm
[BBH logo
and address]
February
26, 2010
Via
EDGAR
Division
of Investment Management
U.S.
Securities and Exchange Commission
100 F
Street, NE
Washington,
D.C. 20549
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Re:
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BBH
Trust (the “Trust”)
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|
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Post-Effective
Amendment Nos. 7/11
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(File
Nos. 333-129342, 811-21829)
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S000015104,
S000015105 and S000015110
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Dear Mr.
Barrientos:
Listed
below are the comments of the staff (the “Staff”) of the U.S. Securities and
Exchange Commission on Post-Effective Amendment Nos. 7/11 to the Trust’s
Registration Statement on Form N-1A filed pursuant to Rule 485(a) under the
Securities Act of 1933, as amended (the “1933 Act”) on behalf of the Trust on
December 28, 2009, and the Trust’s responses thereto. Furthermore,
attached hereto, as Annex A, is the “Tandy”
letter submitted by the Trust.
Comments common for all
series
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1.
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Comment:
Page 1, Footnote/Caption Fund Fees and
Expenses
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Please
remove the footnotes regarding the redemption fee and revise the redemption fee
line in the “shareholder fees” table to incorporate the relevant information
from the footnote.
Response: The
footnotes have been deleted and the redemption fee line item has been revised as
follows: “Redemption Fee on shares held less than 30 days after
purchase”
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2.
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Comment:
Page 1, Fund
Fees and Expenses
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Please
provide the Staff with a completed table of the Annual Fund Operating Expenses
and the Expense Example via e-mail prior to filing Post-Effective Amendment Nos.
8/12 to the Trust’s Registration Statement
Response: On
February 24, 2010, the requested materials were provided via email to Mr.
Barrientos.
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3.
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Comment:
Page 3, Concluding Paragraph of Principal
Risks
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Delete
the last sentence “Although U.S. Government agencies and instrumentalities may
be chartered or sponsored by acts of Congress, their securities are neither
issued nor guaranteed by the United States Treasury.”
Response: The
sentence has been removed from each Prospectus.
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4.
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Comment:
Page 4, Footnotes to Average Annual Total
Returns
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The information in the first footnote
to this table should be moved to a narrative before the performance table
“Average Annual Total Returns.” The information in the second footnote
to this table should also be moved to a narrative adjacent to the performance
table.
Response: In
each Prospectus, both footnotes have been removed and the information from each
footnote has been added as a narrative above the performance table.
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5.
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Comment:
Page 4, Investment
Adviser
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Remove
reference to Brown Brothers Harriman & Co. as the administrator to the
Fund.
Response: The
reference has been removed from this section of each Prospectus.
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6.
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Comment:
Page 4, Investment
Adviser
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Pursuant
to Item 5(b) of Form N-1A, limit the disclosure regarding portfolio managers to
the name, title and length of service of the portfolio manager. This
disclosure should be limited to 5 years and any information prior to 5 years
should be removed. If providing this information in a table, there is
no need to repeat the names of portfolio managers prior to the
table.
Response: The
applicable changes were made in each Prospectus.
BBH Broad Market
Fund
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7.
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Comment:
Page 2, Principal Investment
Strategies/Principal Risks of the
Fund
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Please
confirm that the Fund invests principally in: (i) junk bonds, (ii) mortgage
backed securities, and (iii) derivatives. Currently the Fund lists
these three items as “Principal Risks” of the Fund. A risk related to
an investment strategy should not be included in the Prospectus if such strategy
is not principal.
Response: Investment
in “junk bond” securities is not principal to the Fund; therefore disclosure of
such investments and the resulting risks have been removed from the
Prospectus. The Principal Investment Strategies of the Fund have been
updated to include reference to the Fund’s investment in mortgage-backed
securities and derivative instruments.
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8.
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Comment:
Page 2, Principal Risks of the
Fund-Leverage Risk
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Discuss
the specific types of securities that the Fund uses to engage in
leverage. If the Fund uses any of these types of securities as a
principal investment strategy, disclose in “Principal Investment
Strategies.”
Response: The
Leverage Risk disclosure has been updated to reflect the specific type of
securities the Fund intends to use to engage in leverage.
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9.
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Comment:
Page 9, Portfolio
Manager
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Pursuant
to Item 10(a)(2) of Form N-1A disclose each portfolio manager’s business
experience for the past 5 years. Revise the current disclosure to
comply with this Item and also remove any mention of non-portfolio managers
(i.e., Messrs. Schoenfeld, Klotz and Steier).
Response: The
description of the Portfolio Manager’s business experience has been updated. The
reference to Messrs. Schoenfeld, Klotz, and Steier has been
removed.
BBH International Equity
Fund
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10.
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Comment:
Page 2, Principal Investment
Strategies/Principal Risks of the
Fund
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Please
confirm that the Fund invests principally in: (i) emerging markets, and (ii)
derivative securities. Currently the Fund lists these two items as
“Principal Risks” of the Fund. A risk related to an investment
strategy should not be included in the Prospectus if such strategy is not
principal.
Response: Investment
in derivative securities is not principal to the Fund, therefore disclosure of
such investments and the resulting risks have been removed from the
Prospectus. The Principal Investment Strategies of the Fund have been
updated to include reference to the Fund’s investment in emerging
markets.
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11.
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Comment:
Page 4, Investment
Adviser
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Please
confirm that the named individual employees of the sub-adviser Walter Scott
& Partners Limited are all portfolio managers to the Fund.
Response: The
disclosure in the Prospectus relating to the Portfolio Managers of the Fund has
been updated.
Statement of Additional
Information
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12.
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Comment:
Board of
Trustees-Compensation
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Please
provide the Staff with a completed table of the “Trustee Compensation for the
Calendar Year Ended 12/31/2009” via e-mail prior to filing Post-Effective
Amendment Nos. 8/12 to the Trust’s Registration Statement.
Response: On
February 24, 2010, the requested materials were provided via email to Mr.
Barrientos.
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13.
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Comment:
Portfolio
Holdings Information
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Please
disclose arrangements with service providers, include names and disclose
frequency/lag time of disclosing portfolio holdings.
Response: The
disclosure related to Portfolio Holdings Information has been updated in the
SAI.
Please
contact the undersigned at 617-772-1616 if you have any questions or
comments.
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Sincerely,
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/s/
Suzan Barron
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Suzan
Barron
Secretary
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[BBH
Logo]
February
26, 2010
Division
of Investment Management
U.S.
Securities and Exchange Commission
100 F
Street, NE
Washington,
D.C. 20549
|
Re:
|
BBH
Trust (the “Trust”)
|
|
|
Post-Effective
Amendment Nos. 7/11
|
|
|
(File
Nos. 333-129342, 811-21829)
|
|
|
S000015104,
S000015105 and S000015110
|
Dear Mr.
Barrientos:
As
requested by the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”) in connection with its review of Post-Effective Amendment
Nos. 7/11 to the Trust’s Registration Statement on Form N-1A filed pursuant to
Rule 485(a) under the Securities Act of 1933, as amended (the “1933 Act”) on
behalf of the Trust on December 28, 2009, the Trust acknowledges that, with
respect to filings made by the Trust with the Commission and reviewed by the
Staff:
(a) the Trust
is responsible for the adequacy and accuracy of the disclosure in the Trust’s
Registration Statement;
(b) Staff
comments or changes to disclosure in response to Staff comments in the Trust’s
Registration Statement reviewed by the Staff do not foreclose the Commission
from taking any action with respect to the Registration Statement;
and
(c) the Trust
may not assert Staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United
States.
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Sincerely,
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/s/
Suzan Barron
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Suzan
Barron
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Secretary
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