SEC Division of Trading and Markets no-action letter: Brandes Investment Trust

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
DIVISION OF
TRADING AND MARKETS
November 20, 2018
Adam Teufel
Dechert LLP
1900 K Street, NW
Washington, DC 20006-1110
Re: Request for Exemptive, Interpretive or No-Action Reliefregarding Rules 15cl-5 and 15cl-6 promulgated under the Securities Exchange Act of 1934 for Brandes Investment Trust Dear Mr. Teufel:
In your letter dated Novermber 20, 2018, Brandes Investment Trust, a Delaware statutory trust (the "Trust"), and Brandes Investment Partners, L.P., an registered investment adviser (the "Adviser"), requested exemptive, interpretive or no-action relief on behalf of itself, broker￾dealers that execute creation or redemption transactions in Shares, its series, Brandes Value NextShares, as well as in Shares of any future exchange traded managed fund that is a series of the Trust or another registered open-end management investment company advised by the Adviser (the "NextShares Funds"). Specifically, the letter requested that the Securities and Exchange Commission (the "Commission") grant exemptive, interpretive or no-action relief from Rules 15cl-5 and 15cl-6 ofthe Securities Exchange Act of 1934 (the "Exchange ,A~ct"). This letter responds to your request. We have enclosed a photocopy of your letter. Each defined term in this letter has the same meaning as defined in your letter, unless we note otherwise. In your letter, you represented that the NextShares Funds will issue and redeem Shares in Creation Units. Subject to certain exceptions described in your letter, Creation Units of the NextShares Funds will be purchased by making a deposit of the instruments specified by the applicable N extShares Fund for making a purchase ("Deposit Instruments"), and shareholders redeeming Creation Units will receive a transfer ofinstruments specified by the applicable NextShares Fund for meeting a redemption ("Redemption Instruments"). On any given business day, the names and quantities ofthe instruments that constitute the Deposit Instruments and the names and quantities ofthe instruments that constitute the Redemption Instruments are expected to be identical and are referred to herein as the "Basket." Deposit Instruments and Redemption Instruments may include cash, securities and/or other transferable investment assets. To the