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Attorneys and Counselors at Law

 

Daniel H. April

Patrick J. Dolan

Megan H. Koehler

 

January 13, 2025

 

Via EDGAR correspondence and E-Mail

 

John F. Kernan

U.S. Securities and Exchange Commission

Division of Investment Management, Disclosure
Review and Accounting

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 Mr. Kernan:

 

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 December 13, 2024 respecting the registrant’s certified annual reports to shareholders for the year ended September 30, 2024,
as filed with the SEC on December 3, 2024 on Form N-CSR.

 

1.                  
Comment: The staff has noted instances in the registrant’s annual reports where U.S.
Treasury notes have been categorized as “Level 1” within the fair value measurement categorization hierarchy of certain series
of the Trust. The staff asked the registrant to please describe the active markets referenced as a basis for determining a Level 1 fair
value measurement categorization attributed to U.S. Treasury securities. In the response, the staff asked that the registrant explain
if the registrant’s valuation policies and procedures draw a distinction between “on” and “off the run”
U.S. Treasury securities in making a determination of the appropriate fair value hierarchy classification to assign.

 

Response: The policies and
procedures that the registrant follows in assigning fair value hierarchy classifications for the registrant’s investments do not
currently distinguish between “on” and “off the run” U.S. Treasury securities, though when evaluating any type
of security, including on and off the run U.S. Treasury securities, the registrant considers the nature of the inputs used to value the
investment and the level of activity in the market for that security. With respect to all U.S. Treasury notes held by the registrant at
September 30, 2024, the registrant considered data from a third-party professional pricing service, which showed a significant number
of observable inputs for each such U.S. Treasury note, including executed bids for the same security. Based on those data, the third-party
pricing service assigned a pricing score of 10 out of 10 to each of the U.S. Treasury notes held by the registrant, which is the highest
pricing score assigned by the pricing service, and which reflects the pricing service’s positive assessment of the relative strength
of the recency, quantity, and quality of the market inputs used in determining a valuation for a particular security. Based on the pricing
service’s pricing scores, the various inputs underlying those scores, and the registrant’s own assessment of the market for
U.S. Treasury securities, the registrant determined that it was appropriate to categorize those securities as “Level 1.”

 

    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 13, 2025

   
  Page 2

 

 

2.                  
Comment: Noting that the statements of operations in the registrant’s annual reports
included line items for “Transfer agent fees,” the staff asked the registrant to confirm if the transfer agent fees accrued
to specific classes of shares which are generally held through omnibus accounts, such as Class I shares, include amounts paid to financial
intermediaries for sub-transfer agency or sub-recordkeeping services. To the extent that sub-transfer agency or sub-recordkeeping services
are included within the transfer agent fees line items in the registrant’s statements of operations, the staff asked the registrant
to consider adding disclosure to that effect in the notes to the registrant’s financial statements and, if the fees paid for sub-transfer
agency or sub-recordkeeping services exceed five percent of the total expenses for any of the registrant’s series of shares, the
staff asked that the registrant disclose those fees as a separate expense line item in the applicable statement(s) of operations. The
staff also asked the registrant to describe the policies and procedures that it has in place, including information considered by the
registrant’s governing board, to assist in evaluating whether any portion of the sub-transfer agency or sub-recordkeeping fees paid
to financial intermediaries are being used to pay either directly or indirectly for distribution and, more generally, to assess the reasonableness
of such fees. In the response, the staff asked that the registrant indicate if its governing board has established any per account cap
on the level of sub-transfer agency or sub-recordkeeping fees that may be charged to a share class.

 

Response: The registrant
confirms that the line items for “Transfer agent fees” in the statements of operations include amounts paid to financial intermediaries
for sub-transfer agency or sub-recordkeeping services. The registrant also confirms that, for certain series of shares, the fees paid
for sub-transfer agency or sub-recordkeeping services exceeded five percent of the applicable series’ total expenses for the year
ended September 30, 2024. The registrant has considered the staff’s request that the registrant include a separate line-item for
sub-transfer agency and sub-recordkeeping fees in instances where such fees exceeded five percent of a series’ total expenses, but
the registrant does not believe that such disclosure is required by applicable regulations or would be beneficial to a reader of the registrant’s
financial statements. The registrant notes in this regard that the determination of whether an expenditure should be listed separately
in the statement of operations is driven by the nature of the expenditure and not by the recipient of the expenses. If, for example, the
registrant engaged multiple law firms to provide legal services to the registrant during the course of a fiscal year, Regulation S-X under
the Securities Act of 1933 would generally not require the registrant to separately disclose the expenses paid to each such law firm,
even if the amounts paid to one of the law firms exceeded 5% of a series’ total expenses, because all such expenses would be correctly
categorized in the statement of operations as legal fees. Likewise, the registrant considers the sub-transfer agency or sub-recordkeeping
services that financial intermediaries provide to shareholders who own their fund shares through omnibus accounts as being substantially
similar to the transfer agency and recordkeeping services that the registrant’s transfer agent provides to shareholders who own
their fund shares in non-omnibus accounts. Given that similarity, the registrant believes it is appropriate to continue to list all such
payments within a single line item in the statement of operations. Also given that similarity, the registrant does not believe it is necessary
at this time to add disclosure to the notes to the financial statements explaining that a portion of the amounts shown in the “Transfer
agent fees” line item represents payments made to financial intermediaries for sub-transfer agency and sub-recordkeeping fees.

 

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

 

     

     

 

   
  January 13, 2025

   
  Page 3

As for the registrant’s policies
and procedures respecting the evaluation of sub-transfer agency and sub-recordkeeping fees, the registrant notes the following:

 

 · The registrant has adopted a written protocol governing certain aspects
of the registrant’s payments to financial intermediaries for sub-transfer agency and sub-recordkeeping services.

 

 · Among other things, that written protocol: (1) sets out certain procedures
that the registrant’s investment advisor is expected to follow when negotiating contracts with financial intermediaries pertaining
to sub-transfer agency and sub-recordkeeping services, including procedures about which of the advisor’s personnel can be involved
with those negotiations, requirements that each such contract be reviewed by either a member of the advisor’s compliance department
or the registrant’s legal counsel and then approved by the director of the advisor’s mutual fund operations department, and
a requirement that the advisor seek to obtain a representation or acknowledgement from each financial intermediary indicating that no
part of the fees paid to the intermediary for its sub-transfer agency or sub-recordkeeping services be used for distribution-related services;
(2) requires the advisor to report at least annually to the Operations Risk Oversight Committee of the registrant’s Board of Trustees
respecting the amounts paid to each financial intermediary that provides sub-transfer agency and sub-recordkeeping services (with such
amounts reported separately for intermediaries providing such services to retirement and non-retirement accounts), any changes in the
nature or description of the sub-transfer agency or sub-recordkeeping services provided by a financial intermediary, and the amounts,
if any, that were separately paid to such intermediary for distribution-related services, including amounts paid by the registrant pursuant
to rule 12b-1 under the Investment Company Act of 1940 and amounts that may have been paid to the intermediary directly by the registrant’s
advisor or distributor; and (3) requires the advisor to provide additional, interim reports to the Operations Risk Oversight Committee
respecting certain topics, including any material change in a contract relating to sub-transfer agency or sub-recordkeeping services,
any change in fee levels paid to a financial intermediary for such services, any instance in which the advisor determines or suspects
that a financial intermediary may be using sub-transfer agency or sub-recordkeeping fees for distribution-related purposes, any significant
complaints received by the advisor respecting the quality of the sub-transfer agency or sub-recordkeeping services provided by a financial
intermediary, and any material changes to the advisor’s practices for overseeing the nature and quality of those sub-transfer agency
or sub-recordkeeping services. Pursuant to the written protocol, the Operations Risk Oversight Committee reports at least annually to
the registrant’s Board of Trustees respecting the information that the advisor presented to the Operations Risk Oversight Committee
in regard to the registrant’s contracts for sub-transfer agency and sub-recordkeeping services.

 

 · The Operations Risk Oversight Committee of the registrant’s Board
of Trustees has also adopted, and the full Board of Trustees has ratified, certain “per account caps” on the amounts that
the registrant is able to pay for sub-transfer agency and sub-recordkeeping services. Those per account caps are reviewed by the Operations
Risk Oversight Committee and the Board of Trustees each year.

 

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

 

     

     

 

   
  January 13, 2025

   
  Page 4

 

Please contact me or Meg Koehler
with any questions. We appreciate the staff’s time and attention to our filings.

 

    Sincerely,

    /s/ Daniel April

    Daniel April

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