SecProbe.io

CORRESP
1
filename1.htm

Attorneys
and Counselors at Law

Daniel H. April

Patrick J. Dolan

January 9, 2026

 

Via EDGAR correspondence and E-Mail

 

Anu Dubey

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. Dubey:

 

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 18, 2025 respecting post-effective amendment number 159 (“PEA 155”) to the registrant’s Form N-1A registration
statement (the “Registration Statement”), filed via EDGAR on December 2, 2025.

 

The revisions to the Registration
Statement that are described below will be made, in substantially the same form described, in the registrant’s post-effective amendment
which is expected to be filed in late January 2026 pursuant to rule 485(b) under the Securities Act of 1933. 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.

 

Prospectus Comments

 

1.             The
staff noted that, for certain series of the registrant, the registrant’s investment advisor has contractually agreed to waive fees
and reimburse expenses for some, but not all, of that series’ share classes. The staff asked the registrant to explain supplementally
how those types of share class-specific waivers and reimbursements are administered without resulting in different advisory fees being
paid by different share classes of the same series. The staff noted in this regard its February 2, 2023 guidance entitled “Differential
Advisory Fee Waivers.”

 

Response: The registrant
is cognizant of the staff’s February 2023 guidance and the principles underlying rule 18f-3 under the Investment Company Act of
1940 (the “1940 Act”), including the staff’s concern that differential advisory fee waivers that are long-term or permanent
and that are not substantiated with a clearly defined temporal purpose could present means for cross subsidization in contravention of
Rule 18f-3. The registrant does not believe it has any such waivers. The registrant also confirms its intention to comply with the cited
guidance and that it intends to apply its existing expense limitation agreements such that it applies first to class-specific expenses
and/or that it applies equally to the advisory fees of all of the series’ share classes, as appropriate.

 

    460 St. Michael’s Drive, Suite 603
    E-mail: dan_april@catchlaw.com
    Tel.: (505) 988-2900

    Santa Fe, New Mexico 87505
    Website: www.catchlaw.com
    Extension 1

    U.S. Securities and Exchange Commission

    January 9, 2026

    Page 2

2.             The
staff noted that the tax information provided by the registrant in response to item 7 of Form N-1A includes a cross-reference to additional
tax information found later in the prospectus. The staff suggested that the registrant consider deleting that cross-reference.

 

Response: The registrant will delete
the cross reference as suggested by the staff.

 

Statement of Additional Information Comments

 

3.             The
staff asked the registrant to either add disclosure under the heading “Investment Limitations” respecting the Thornburg Limited
Term U.S. Government Fund’s (the “Government Fund’s”) policy of operating as a “diversified company,”
as that term is defined in section 5(b)(1) of the 1940 Act, or indicate supplementally to the staff that the information is provided
elsewhere in the statement of additional information.

 

Response: Under the heading
“Investment Limitations,” the second enumerated item in the list of the Government Fund’s fundamental investment limitations
states that the fund will not “[p]urchase any security if, as a result, more than 5% of its total assets would be invested in securities
of any one issuer, excluding obligations of, or guaranteed by, the United States government, its agencies, instrumentalities and authorities.”
This disclosure is intended to describe the Government Fund’s diversification policy and exceeds the minimum standards that a fund
must meet to qualify as a “diversified company” under the 1940 Act. Specifically, while the 1940 Act allows a fund operating
as a diversified company to invest more than 5% of its total assets in a single issuer as long as such investments do not exceed 25% of
the fund’s total assets (and do not exceed more than 10% of that issuer’s outstanding voting securities), the Government Fund
is prohibited in all cases from purchasing an issuer’s securities if doing so would cause more than 5% of the Government Fund’s
total assets to be invested in that one issuer.

 

The registrant believes that
the disclosure under the heading “Investment Limitations” is sufficient to describe the Government Fund’s diversification
policy. To provide further clarity for readers of the statement of additional information, however, the registrant will add disclosure
under the heading “Organization of the Funds,” immediately following the sentence which identifies which of the registrant’s
series are “diversified” and “non-diversified,” directing the reader to see the disclosure under the heading “Investment
Limitations” for more information about each series’ diversification policy.

4.             The
staff noted the sentence under the heading “Investment Advisor, Investment Advisory Agreements, & Administration Services Agreements”
that indicated that a discussion about the basis for the approval of each series’ investment advisory agreement is contained in
the series’ most recent annual report to shareholders. The staff stated that the reference to the most recent annual report to
shareholders should be replaced with a reference to “Form N-CSR.”

 

Response: The registrant will make
the requested revision.

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

 

 Sincerely,

   

  /s/ Daniel April
                

   

  Daniel April

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