Re:
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Brandes Investment Trust (the “Trust”)
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File Nos.: 33-81396 and 811-08614
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1.
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The Trust acknowledges that in connection with the comments made by the Staff of the SEC, the Staff has not passed on the accuracy or adequacy of the disclosure made herein, and the Trust and its management are solely responsible for the content of such disclosure;
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2.
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The Trust acknowledges that the Staff’s comments, and changes in disclosure in response to the Staff’s comments, do not foreclose the SEC or other regulatory body from the opportunity to seek enforcement or take other action with respect to the disclosure made herein; and
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3.
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The Trust represents that neither it nor its management will assert the Staff’s comments or changes in disclosure in response to the Staff’s comments as an affirmative defense in any action or proceeding by the SEC or any person.
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1.
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With respect to the Fee and Expenses table, please confirm supplementally that the Funds will not have any “Acquired Fund Fees and Expenses (AFFE).” Alternatively, please add the requisite line item to the table and add the appropriate amount of AFFE to the gross expense ratio and Expense Example.
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2.
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In footnote 1 to the Fees and Expenses table in each Fund’s Summary Section, please include language regarding the Advisor’s ability to recoup any fees waived or expenses paid from the Fund. Additionally, please include disclosure regarding the 3-year period available for recoupment, which is available only as long as expenses are maintained below the current expense cap. Finally, please include any and all exclusions to the expense limitation (i.e., taxes, interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, and extraordinary expenses such as litigation). This disclosure should also be made under the “Fund Management” discussion in response to Item 10 of Form N-1A.
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3.
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In the “Principal Investment Strategies” section for the Brandes Corporate Focus Yield Fund’s Summary Section, please add disclosure concerning the Fund’s “80% policy” stating that the Fund will invest 80% of its net assets in “corporate” securities as required by Rule 35d-1 under the Investment Company Act of 1940 (i.e., the “Names Rule”).
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4.
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Please confirm supplementally that the disclosure regarding each Fund’s investments in derivative securities complies with the guidance provided in the Letter from Barry Miller to Karrie McMillan of the ICI (July 30, 2010) regarding derivative investments. For instance, please consider enhancing the disclosure regarding leverage, counterparties and other relevant factors.
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5.
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Please confirm supplementally which No Action letter the Trust is relying on to utilize the performance of the private investment fund as the performance of the each Fund.
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6.
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Assuming the “Performance” section of each Fund’s Summary Section is provided in reliance on the MassMutual Institutional Funds No Action letter dated September 28, 1995, please clarify the disclosure to indicate that the “policies, guidelines and restrictions … were in all material respects equivalent to the predecessor account.”
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7.
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Assuming the “Performance” section of each Fund’s Summary Section is provided in reliance on the MassMutual Institutional Funds No Action letter dated September 28, 1995, please confirm that the Fund’s fee waiver was not considered in calculating the Fund’s performance returns. The “MassMutual” letter requires that Fund performance be calculated using the Fund’s gross expenses.
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8.
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In the “Principal Investment Strategies” section for the Brandes International Small Cap Equity Fund, please clarify the term “typically” in the sentence below to reflect that the Fund will invest at least 40% of the Fund’s assets in at least three countries outside of the United States.
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