BRANDES INTERNATIONAL FUND
BRANDES SMALL CAP INTERNATIONAL FUND
SUPPLEMENT TO PROSPECTUS DATED APRIL 1, 1996
Brandes Investment Partners, L.P., the Trust's Advisor, has entered
into a letter of intent with Northstar Investment Management ("Northstar") with
respect to the Brandes International Fund (the "Brandes International Fund"), a
series of the Brandes Investment Trust ("Trust") .
The Advisor and Northstar intend to ask the Board of Trustees of the
Trust to approve an agreement for the tax-free reorganization of the Brandes
International Fund into the Northstar International Fund. The Northstar
International Fund will be a newly organized series of the Northstar Trust, a
registered investment company, with investment objectives and policies
substantially similar to those of the Brandes International Fund. Upon the
proposed reorganization, the Class A and C shareholders of the Brandes
International Fund will become shareholders of Class A and Class C shares of the
Northstar International Fund, respectively. Northstar will serve as advisor to
the Northstar International Fund, and Brandes will serve as sub-advisor and will
manage the investment portfolio of the Northstar International Fund.
Consummation of the proposed transaction will be subject to approval by
the Board of Trustees of Brandes Investment Trust and by the shareholders of the
Brandes International Fund. If the Board of Trustees approves the
reorganization, further details will be provided to the shareholders in a proxy
statement which will be distributed in connection with a special shareholders
meeting to consider the reorganization.
The Advisor believes that, upon consummation of the proposed reorganization, the
net assets of the Trust's Small Cap International Fund will be too small to
permit its effective operation. Accordingly, it has recommended to the Board of
Trustees that the Small Cap International Fund be terminated as promptly as
practicable and that any and all applicable contingent deferred sales charges
with respect to redemptions of shares of the Small Cap International Fund be
eliminated. The shareholders of the Small Cap International Fund currently have
the right to exchange their shares for shares of Brandes International Fund at
net asset value, without a sales charge (see "Shareholder Services - Exchange
Privilege"). This right will continue until the Small Cap International Fund is
terminated or other action is taken by the Board. The Advisor has indicated
that, if its recommendation is approved by the Board of Trustees, it will return
to
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current Class A shareholders of the Small Cap International Fund who do not
exchange their shares for shares of Brandes International Fund any and all sales
charges paid upon their purchases of Class A shares. If the Board of Trustees
approves the termination of the Small Cap International Fund, further details
will be provided to the shareholders in a notice which will be distributed in
advance of the termination of the Fund.
Dated: November 29, 1996
