THORNBURG VALUE FUND
Supplement to the Prospectus dated October 23, 1995
Dated February 1, 1996
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The following supplements and amends the section entitled "Estimated Annual
Operating Expenses" on page 9 of the Thornburg Value Fund Prospectus:
Estimated Annual Operating Expenses
(as a percentage of average net assets)
Class A Class C
------- -------
Management Fee .88% .88%
12b-1 Fee .25% 1.00%
Other Expenses .42% .42%
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Total Fund Operating Expenses 1.55% 2.30%
Expenses reflect rounding and are estimates for the current fiscal
year. Long-term Class C shareholders may pay more than the
economic equivalent of the maximum front-end sales charge permitted
by regulations of the National Association of Securities Dealers,
Inc.
The following supplements and amends the section entitled "TMC and TSC" on
page 11 of the Thornburg Value Fund Prospectus:
On April 16, 1996 the shareholders of the Fund approved a
restructuring of the manner in which services are furnished to the
Fund by TMC by restating the Investment Advisory Agreement to
separate investment management services from certain administrative
services TMC also provides. Effective July 1, 1996 TMC provides
investment management services under the restated Investment
Advisory Agreement for a reduced fee, and under a separate
Administrative Services Agreement, supervises, administers and
performs certain administrative services necessary for the
maintenance of the shareholders of the Fund's respective classes.
The fee for investment management services, commencing July 1,
1996, is paid monthly and is computed for the Fund at an annual
rate according to the following scale as a percentage of the Fund's
average daily net assets:
Net Assets of Fund Annual Rate
------------------ -----------
0 to $500 million .875%
$500 million to $1 billion .825%
$1 billion to $1.5 billion .775%
$1.5 billion to $2 billion .725%
Over $2 billion .675%
TMC also receives a monthly fee from the Fund for performing the
described administrative services calculated at an annual rate of
.125% of average daily net assets of Class A and Class C shares.
Decreases in the investment management fee charged by TMC are
largely offset by the addition of the administrative services fee.
The restructuring did not cause the Fund's expenses to increase at
current asset levels.
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