Segall Bryant & Hamill Trust

225 Pictoria Drive, Suite 450

Cincinnati, Ohio 45246

August 24, 2020

VIA EDGAR

Ms. Lisa Larkin

Mr. Ken Ellington

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Dear Ms. Larkin and Mr. Ellington:

On behalf of the Registrant, set forth below are the Registrant’s responses to comments received from the staff of the Division of Investment Management regarding Form N-14 to the Registrant’s registration statement under the Securities Act of 1933, as amended (the “Securities Act”) filed on July 23, 2020, with respect to the Segall Bryant & Hamill Small Cap Value Dividend Fund (the “Acquired Fund”) which will be combined into the Segall Bryant & Hamill Small Cap Value Fund (the “Acquiring Fund”).

Set forth in the numbered paragraphs below are the Staff’s oral comments provided August 3, 2020 and August 13, 2020 to Form N-14, accompanied by the Registrant’s responses to the comments.

U.S. Securities and Exchange Commission

Division of Investment Management

August 24, 2020

Page 2

□ Registrant’s Response: It is expected that approximately 90% of the Target Fund’s portfolio securities will be sold prior to the merger in order to ultimately better align the portfolio with that of the Acquiring Fund. The pro forma financial statements have been updated to show the impact of these transactions based on the holdings as of December 31, 2019. The expected impact of these transactions has also been calculated based on the holdings as of June 30, 2020, because the recent data is expected to be more in line with the actual impact of a net realized loss and, therefore, no capital gain distribution is expected. The “Tax Considerations” section and the pro forma financial statements have been revised to include the expected transaction costs associated with the portfolio repositioning. The estimated transaction costs are $8,719, which is based on an expected transaction rate of $0.04 per share which equates to a $0.0007 per Fund share or .02% of the Fund’s net asset value as of June 30, 2020 for the Fund.

□ Registrant’s Response: The expected capital loss carryforwards at the time of the merger is approximately $14,235,579 net realized loss for the Acquired Fund and $13,817,575 net realized loss for the Acquiring Fund. Under current tax regulations, there are no expiration dates of capital loss carryforwards and these amounts will be available to the surviving fund shareholders subject to annual limits set by applicable IRS regulations. The notes to the pro forma financial statements have been revised to include the expected capital loss carryforwards at the time of the merger.

U.S. Securities and Exchange Commission

Division of Investment Management

August 24, 2020

Page 3

□ Registrant’s Response: The Adviser is responsible for the direct costs and expenses related to the Reorganization. Neither the Funds nor their shareholders will bear any of the direct costs or expenses incurred in connection with carrying out the Reorganization. Shareholders will be responsible for approximately $8,700 in commissions paid by the Acquired Fund before the Reorganization to align the Acquired Fund’s portfolio holdings for purposes of the combined fund.

The Adviser will pay approximately $65,000 in expenses incurred in connection with the Reorganization, which does not include the $8,700 in commissions discussed above. This information has been added to the applicable disclosure sections and the pro forma financial statements within the Pre-Effective Amendment No. 2 to the Registrant’s Form N-14.

□ Registrant’s Response: The securities which are being sold are not being sold in order to conform with the compliance guidelines and/or investment restrictions of the Acquiring Fund. The securities are being sold due to a difference in the investment management process for the Acquiring Fund. We have added the following statement to the Pro Forma Combined Statement of Investments which says, “As of December 31, 2019, all securities held by the Acquired Fund comply with the compliance guidelines and/or investment restrictions of the Acquiring Fund.”

□ Registrant’s Response: Comment complied with.

□ Registrant’s Response: A shareholder vote is not required for the Registrant to effect the Reorganization under the Investment Company Act or state law. The Reorganizations are being effected in reliance on Rule 17a-8 under the Investment Company Act, which grants an exemption from the prohibitions on affiliated transactions set forth in Section 17(a) of the Investment Company Act, so long as the conditions of Rule 17a-8 are met. Among other requirements, Rule 17a-8(a)(3) requires a merger of affiliated investment companies be approved by the shareholders of the investment company that will not be the surviving investment company in the merger unless certain conditions are satisfied. As set forth below, the Reorganization satisfies the conditions of Rule 17a-8(a)(3):

U.S. Securities and Exchange Commission

Division of Investment Management

August 24, 2020

Page 4

(i)       No fundamental investment policy of the Acquired Fund (i.e., an investment policy that cannot be changed without shareholder approval) is materially different from that of the Acquiring Fund;

(ii)       No investment advisory contract between the Acquired Fund and any investment adviser is materially different from an investment advisory contract between the Acquiring Fund and any investment adviser;

(iii)       The Trustees of the Acquired Fund who are not “interested persons” of the Trust under the Investment Company Act (the “Independent Trustees”) and who were elected by shareholders will comprise a majority of the Independent Trustees of the Acquiring Fund; and

(iv)       Neither the Acquiring Fund nor the Acquired Fund has a Rule 12b-1 fee.

Therefore, there is no Investment Company Act requirement that the Registrant obtain the approval of the Acquired Fund’s shareholders to effect the Reorganization. Sections 5.1(B)(10), 6.7(k) and 8.1 of the Registrant’s Amended & Restated Declaration of Trust, as amended, also permit the Reorganization to be effected without shareholder approval.

□ Registrant’s Response: The Fund will comply with the FAST Act requirements.

□ Registrant’s Response: Section 17(a) of the 1940 Act prohibits an affiliated person of a registered investment company, or any affiliated person of such person, acting as principal, from selling to or purchasing from such registered company, or any company controlled by such registered company, any security or other property.¹ Rule 17a-8 under the 1940 Act exempts a reorganization from the prohibitions of Section 17(a) if the Board of each participating fund makes certain specific findings with respect to such fund.² Specifically, Rule 17a-8 provides that in a merger or consolidation involving registered investment companies that may be first or second tier affiliated persons of each other, the transaction is exempt from Section 17(a) provided that the board members of each participating affiliated investment company, including a majority of the board members who are not “interested persons” of any investment company participating in the reorganization, as defined in Section 2(a)(19) of the 1940 Act, determines:

U.S. Securities and Exchange Commission

Division of Investment Management

August 24, 2020

Page 5

The Board’s considerations are discussed under “Reasons for the Reorganization and Board Considerations” in the Information Statement/Prospectus, which describe the factors that the Board weighed from the perspective of each of the Acquiring Fund and the Acquired Fund. The Board, including all of the Independent Trustees, has concluded that the Reorganization is in the best interests of the Acquired Fund and the Acquiring Fund and that the interests of existing shareholders of each Fund would not be diluted as a result of the Reorganization.

Please see the analysis contained in response to SEC Comment 6 for the rationale behind Registrant’s conclusion that shareholder approval of the Reorganization is not required as the conditions of Rule 17a-8(a)(3) are met with respect to the Reorganization. In addition to meeting the conditions of Rule 17a-8(a)(3), the Funds also comply with the requirements of Rule 17a-8(a)(1), Rule 17a-8(a)(4), and will comply with the requirements of Rule 17a-8(a)(5).

□ Registrant’s Response: See response to Comment No. 1.

U.S. Securities and Exchange Commission

Division of Investment Management

August 24, 2020

Page 6

□ Registrant’s Response: The stickers notifying the Acquired Fund shareholders did not include a discussion of the consequences of repositioning as this information is being provided in the Information Statement/Prospectus which will be sent to shareholders.

□ Registrant’s Response: Comment complied with.

□ Registrant’s Response: Comment complied with. Exhibit E has been revised to include the following language: “Any person considered a beneficial owner of more than 25% of the outstanding shares of a Fund may be deemed to control it.”

* * * * *

If you have any questions or further comments, please contact Maggie Bull at (513) 869-4262.

Cc: Peter H. Schwartz, Esq., Davis Graham & Stubbs LLP