SecProbe.io

CORRESP
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filename1.htm

Attorneys
and Counselors at Law

Daniel
H. April

Patrick
J. Dolan

Megan
H. Koehler

January
22, 2024

Via
EDGAR correspondence and E-Mail

Kimberly
Browning

U.S.
Securities and Exchange Commission

Division
of Investment Management, Disclosure Review Office

100
F Street N.E.

Washington,
D.C. 20549

 Re: Thornburg
Investment Trust

Registration
Number under the Securities Act of 1933: 33-14905

Registration
Number under the Investment Company Act of 1940: 811-05201

Dear
Ms. Browning:

I
state below the above-referenced registrant’s responses to the comments received from the staff of the U.S. Securities and Exchange
Commission (“SEC”) on January 11, 2024 respecting post-effective amendment number 152 (“PEA 152”) to the registrant’s
Form N-1A registration statement (the “Registration Statement”), filed via EDGAR on November 29, 2023.

The
revisions to the Registration Statement that are described below are expected to be made, in substantially the same form described, in
the registrant’s post-effective amendment which is expected to be filed on or about January 29, 2024 (hereinafter, the “485B
Filing”). In those instances where we identify disclosure items analogous to the items that were specific subjects of staff comments,
and the registrant responds to those comments by revisions to the disclosures referenced in staff comments, we expect to make conforming
revisions to the analogous disclosures unless we specifically state otherwise below.

General
Comments

1.          The staff asked the registrant to acknowledge the staff’s pronouncement on October 5, 2016 that the registrant and its management
are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

Response:
The registrant and its management acknowledge their responsibilities related to the Registration Statement disclosure.

2.          The staff asked the registrant to confirm that incomplete information or information not available at the time PEA 152 was filed will
be included in the next post-effective amendment to the Registration Statement.

    460
    St. Michael’s Drive
    E-mail:
    dan_april@catchlaw.com
    Tel.:
    (505) 988-2900

    Suite
    603
    Website:
    www.catchlaw.com
    Extension
    103

    Santa
    Fe, New Mexico 87505

    Fax:
    (505) 988-2901

  January 22, 2024

  Page 2

Response:
The registrant will include in the 485B Filing all required information omitted from PEA 152.

Prospectus
Comments

3.          The staff asked the registrant to confirm that the disclosures under the “Principal Investment Strategies” headings for each
of the Fund, which are responsive to Item 4(a)(i) of Form N-1A, correlate to the disclosures about Fund strategies which appear under
the heading “Additional Information” in the prospectuses and which are responsive to Item 9(b) of Form N-1A. The staff noted
specifically in this regard that the Item 4(a)(i) disclosure for the Thornburg Developing World Fund includes a description of the material
factors that the registrant’s investment advisor (the “Advisor”) considers when determining if an issuer in that Fund’s
portfolio has substantial economic ties to a developing country, and that while the Item 9(b) disclosure lists those same factors under
the heading “Developing Country Risks,” the Item 9(b) disclosure also lists a somewhat different set of factors that the
Advisor uses to determine if an investment by a particular Fund is tied economically to a country outside of the United States.

Response:
The registrant will revise the Item 9 disclosure relating to the factors the Advisor uses to determine if an investment is tied economically
to a country outside of the United States, so that those factors correlate to the factors the Advisor uses in determining if an investment
is tied economically to a developing country. See the response to comment 18 below. Otherwise, the registrant has reviewed its prospectus
disclosures and confirms that the disclosures about the Funds’ principal investment strategies provided in response to Item 4(a)(i)
of Form N-1A correlate with the disclosures about the Funds’ principal investment strategies provided in response to Item 9 of
Form N-1A.

4.          The staff asked the registrant to include, in the introductory paragraph that appears under the heading “Fees and Expenses of the
Fund” for each Fund, the following sentence, in boldface type, as required by Item 3 of Form N-1A: “You may pay other fees,
such as brokerage commissions and other fees to financial intermediaries, which are not reflected in the tables and examples below.”

Response:
The registrant will add the sentence as requested.

5.          The staff noted that across its prospectuses, the registrant sometimes uses the term “developing country” and sometimes
uses the term “emerging market.” The staff asked if these terms were synonymous and, if so, requested that the
registrant consider either using just one of those terms or adding language to clarify that the two terms mean the same.

Response:
The registrant intends the terms “developing country” and “emerging market” to be synonymous in its prospectuses.
While the registrant historically used the term “developing country,” the registrant observed that the term “emerging
market” was becoming more common in the industry in recent years, and the registrant therefore introduced that term in its prospectuses
in 2023 in connection with the launch of the Thornburg Emerging Markets Managed Account Fund. The registrant believes the following factors
will prevent any confusion that might arise from the use of the two terms:

 (a) The
                                            disclosures for the Thornburg Emerging Markets Managed Account Fund appear in a standalone
                                            prospectus applicable to that Fund and the Thornburg Municipal Managed Account Fund, and
                                            that standalone prospectus generally only uses the term “emerging markets.”1
                                            Investors reading that prospectus will therefore not see the term “developing
                                            country.”

    April, Dolan & Koehler, P.C. Attorneys and Counselors at Law

  January 22, 2024

  Page 3

 (b) The
                                            Item 9 disclosure in the other two prospectuses included in PEA 152 includes a statement
                                            explaining that “developing countries” are also known as “emerging market
                                            countries.” See the first sentence under the heading “Developing Country Risks”
                                            in the Item 9 disclosure in those two prospectuses.

 (c) The
                                            description of the factors that the Advisor uses to identify whether or not an issuer is
                                            from an emerging market or developing country are the same across all three prospectuses
                                            included in PEA 152.

Finally,
the registrant notes that, of the twenty-one Funds that appear in the first prospectus in PEA 152, the Thornburg Core Plus Bond Fund
is the only Fund that uses the term “emerging markets” as opposed to “developing country” in its Item 4 strategy
and risk disclosures. The registrant will modify the Item 4 strategy and risk disclosures for that Fund to clarify that “emerging
markets” are also known as “developing countries.”

6.          The staff stated that, if the Thornburg Global Opportunities Fund has a principal investment strategy to select any particular
countries or geographic regions for the Fund’s investments, the registrant should identify those countries or regions in the
Item 4 disclosure for that Fund.

Response:
The allocation of the Thornburg Global Opportunities Fund’s portfolio among different countries or geographic regions may vary
over time, and the Fund does not have a principal investment strategy to select among any particular country or geographic region.

7.          The staff noted that the Thornburg Global Opportunities Fund has a principal investment strategy which allows the Fund, under normal
market conditions, to invest “a significant portion” of its assets in issuers domiciled in or economically tied to
countries outside the United States. The staff asked that the registrant either replace the term “significant portion”
with a word like “primarily” or “a majority of,” or define what is meant by the phrase “significant
portion.” The staff noted that, if the registrant elects to define the phrase “significant portion,” the staff
would not object to including that definition in the portion of the prospectus that responds to Item 9 of Form N-1A. The staff also
indicated that it would not object to defining the phrase “significant portion” to mean that the Fund will invest at
least 40% of its assets in companies outside the United States, unless market conditions are not deemed favorable, in which case the
Fund would invest at least 30% of its assets in such companies.

Response:
The registrant views the current disclosure as adequate to convey the Fund’s intended investment approach and therefore respectfully
declines the staff’s comment. In this regard, the registrant believes that the word “significant” appropriately conveys
in plain English that the Fund’s investments in non-U.S. companies are important to achieving the Fund’s investment objective
and are likely to affect the Fund’s potential risks and returns. The registrant also notes that the Fund’s current disclosure
states that the “relative proportions” of investments in U.S. and non-U.S. companies “will vary over time,” which
the registrant believes is sufficient to communicate to investors that the amount of the Fund’s assets which will be placed at
risk through investments in non-U.S. companies is subject to fluctuation.

1 There is currently one exception, under the heading “Risks of Investing in Depositary Receipts” in the Item 9 disclosure
of the standalone prospectus, where the term “developing country” appears. The registrant will update that disclosure in
the standalone prospectus to replace the term “developing country” with the term “emerging market.”

    April, Dolan & Koehler, P.C. Attorneys and Counselors at Law

  January 22, 2024

  Page 4

8.        The staff asked the registrant to re-order the disclosure of each Fund’s principal risks in order of the significance of each such
risk to the Fund. The staff referred the registrant in this regard to the transcript of a speech delivered by Dalia Blass, Director of
the SEC Division of Investment Management, at the ICI Securities Law Developments Conference on October 25, 2018 available at: https://www.sec.gov/news/speech/speech-blass-102518#.
The staff also referred to guidance in Accounting and Disclosure Information 2019-08.

Response:
The registrant respectfully declines to make the requested change. The registrant is not aware of any requirement in Form N-1A that a
fund’s principal risks be set forth in any particular order, and believes that the current risk disclosure is presented in a manner
that clearly identifies the Funds’ key risks to the Funds’ shareholders and potential investors. The registrant also notes
that the significance of a particular risk is fluid and will necessarily vary over time, and at times may vary from day to day, in response
to changes in the composition of a Fund’s portfolio and developments affecting particular issuers or the overall market. As a result,
the registrant believes that ordering the risk disclosure in the manner suggested may at any given point in time misrepresent the significance
of a particular risk, which may confuse or mislead shareholders, who may not otherwise understand that the significance of a Fund’s
risks is fluid and likely to change over time. In addition, the registrant notes that in the final rule Release No. IC-34731, the staff
declined to require that funds organize principal risk disclosure in order of importance, and that the staff acknowledged in that rule
release public comments which expressed concern about the perceived difficulty and subjectivity of ordering risk disclosure, and the
potential of increased liability for funds associated with this. Further, in order to clarify for shareholders that they should not make
any assumptions regarding the significance of the risk factors based on their current order, the principal risks’ introductory
paragraph states as follows: “[t]he risks are presented in alphabetical order to facilitate readability, and their order does not
imply that the realization of one risk is more likely to occur or have a greater adverse impact than another risk. The relative significance
of each risk below may change over time.”

9.        The staff asked the registrant to revise the disclosure about each Fund’s portfolio managers included in response to Item 5(b)
of Form N-1A, to state that each such portfolio manager is a person responsible for the “day-to-day” management of the Fund.

Response:
The registrant will make the requested revision.

10.        The staff stated that, if the Thornburg International Equity Fund has a specific policy with respect to the portion of its portfolio
that the Fund may invest in developing countries, the registrant should disclose that policy and its attendant risks in the Item 4 portion
of the Fund’s disclosure. The staff also asked the registrant to clarify the disclosure which states that the Thornburg International
Equity Fund’s investments in developing countries are under normal conditions expected to comprise “a smaller proportion
of the Fund than investments in developed countries.”

Response:
The Thornburg International Equity Fund does not have a specific policy with respect to the portion of its portfolio that the Fund may
invest in developing countries. The registrant has determined, in response to the staff’s comment, to delete the clause which states
that developing country investments are expected to comprise a smaller proportion of the Fund that developed country investments.

    April, Dolan & Koehler, P.C. Attorneys and Counselors at Law

  January 22, 2024

  Page 5

11.        The staff noted that the benchmark index for each of the Thornburg Small/Mid Cap Core Fund and the Thornburg Small/Mid Cap Growth Fund
is comprised of companies within a certain market capitalization range and that, according to the disclosure in the prospectus, the market
capitalization range of each such index will change over time. The staff asked the registrant to disclose the frequency with which those
indices reconstitute.

Response:
The registrant will revise the relevant disclosure regarding the benchmark index for each of the Thornburg Small/Mid Cap Core Fund and
the Thornburg Small/Mid Cap Growth Fund to read substantially as follows:

“The
[Russell 2500 Index—Total Return or Russell 2500 Growth Index – Total Return] is completely reconstituted on an annual
basis by the index provider, which generally results in updates to the capitalization range of the index and to the companies included
in the index. The capitalization range of companies in which the Fund invests will in general also change annually to reflect the reconstitution
of the index.”

12.        The staff asked the registrant to remove the disclosure that currently appears beneath the expense example for the Thornburg Investment
Income Builder Fund under the heading “Explanation of Acquired Fund Fees and Expenses,” noting that such disclosure is neither
required nor permitted by Form N-1A. The staff also noted that, pursuant to item 3(b)(v) of Form N-1A, the registrant is allowed to clarify
in a footnote to the Fund’s Annual Fund Operating Expenses table that, because