THORNBURG LIMITED TERM MUNICIPAL FUND INC
N-30D, 1998-08-24
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Thornburg Limited Term Municipal Fund California Portfolio

<TABLE>
<CAPTION>
Fund facts. . . as of 6/30/98
<S>                           <C>                  <C>                <C>   

                                   Thornburg           Thornburg          Thornburg
                                  Limited Term        Limited Term       Limited Term
                               Municipal Fund CA    Municipal Fund CA   Municipal Fund C
                                  A Shares              C Shares            I Shares
SEC Yield                            3.51%                3.19%               3.95%
Taxable Equiv. Yields                6.41%                5.82%               7.21%
NAV                                  $12.90               $12.91              $12.90
Max. Offering Price                  $13.23               $12.91              $12.90


Total returns. . . as of 6/30/98
(Annual Average - After Subtracting Maximum Sales Charge)


One Year                            2.90%                 5.14%               5.93%
Three Year                          4.45%                 4.88%                N/A
Five Year                           4.16%                  N/A                 N/A
Ten Year                            5.79%                  N/A                 N/A
Since Inception                     5.81%                 4.87%               6.47%
Inception Date                    (2/19/87)             (9/1/94)            (4/1/97)
</TABLE>

Taxable equivalent yields assume a 39.6% marginal federal tax rate, and an 9.30%
state of California marginal tax rate. Portions of the income of the fund may be
subject to the  alternative  minimum tax. The  investment  return and  principal
value of an investment in the fund will  fluctuate so that,  when  redeemed,  an
investor's  shares may be worth more or less than their original  cost.  Maximum
sales  charge of the Fund's Class A Shares is 2.50%.  The date quoted  represent
past performance and may not be construed as a guarantee of future results.




Dear Shareholder,
I am pleased  to present  the Annual  Report  for the  California  Portfolio  of
Thornburg Limited Term Municipal Fund for the year ending June 30, 1998. The net
asset value of the A shares  increased  15 cents per share to $12.90  during the
year. If you were with us for the entire period,  you received dividends of 54.8
cents per share. If you reinvested  your dividends,  you received 55.9 cents per
share.  Investors who owned C Shares  received  dividends of 49.6 and 50.5 cents
per share,  respectively.  Your Limited Term Municipal Fund portfolio  currently
holds over 170 municipal obligations from around the state. Approximately 93% of
the bonds are rated A or  better  by one of the major  rating  agencies.  As you
know,  we "ladder" the  maturities  of the bonds in your  portfolio so that some
bonds are  scheduled  to mature at par during each of the coming  years.  Today,
your fund's weighted average maturity is approximately  4.8 years, and we always
keep it below 5 years. Percentages of the portfolio maturing in the coming years
are summarized below:

                           % of portfolio          Cumulative %
                          maturing within         maturing by end of
                           1 years = 13%           year 1 = 13% 
                      1 to 2 years = 11%           year 2 = 24%  
                      2 to 3 years = 14%           year 3 = 38%
                      3 to 4 years = 14%           year 4 = 52% 
                      4 to 5 years = 11%           year 5 = 63%  
                      5 to 6 years = 8%            year 6 = 71%  
                      6 to 7 years = 6%            year 7 = 77%
                      7 to 8 years = 6%            year 8 = 83%   
                      8 to 9 years = 7%            year 9 = 90% 
                     9 to 10 years = 5%            year 10 = 95%


Over the last year your average  portfolio  maturity has extended  slightly.  We
directed  portfolio  cash flow and new money into the longer  maturity  range of
your bond  ladder.  Today we are  managing  the  portfolio  to keep the  average
maturity approximately where it is. If interest rates remain stable or decrease,
we expect some longer  maturity bonds in your  portfolio  will be  pre-refunded.
This will shorten the average  portfolio  maturity slightly and cause almost all
bonds  in your  portfolio  to  mature  within  10  years.  For the  past 4 years
Americans  have been net sellers of municipal and government  bonds.  Investment
dollars have flowed instead to equities,  money market  investments,  and (until
recently)  overseas  opportunities.  A combination of sharp volatility in equity
markets worldwide and deflationary winds blowing from Asia may be rekindling the
appetite of U.S. investors for bond investing,  although the money flows are not
yet significant from domestic investors.  If the Federal Reserve cuts short term
interest  rates in the  coming  months  to shape up the U.S.  economy  and limit
dollar  appreciation,  some of the money now flowing into money market funds may
begin to move to intermediate  and longer maturity bonds.  Assets of these money
market funds* now total over $1.2  trillion!  As the  accompanying  graph shows,
long  term  interest  rates  have  fallen  considerably  in  the  last  year  in
anticipation of an economic slowdown and an expected drop in short term interest
rates.


I believe any  observer  must be impressed  by the  fundamental  strength of the
broad U.S.  economy.  More people than ever before are working.  Wages are firm.
Tax  receipts  are  off  the  charts,  as  California's  recent  budget  surplus
indicates.  There will always be  dislocations,  but for the most part Americans
are very, very busy. The strong U.S. economy  continues to be good for municipal
America,  and California in particular.  Two-thirds of U.S.  cities say they are
better  able to meet  their  financial  needs  this year than  last.  California
reports  similar  favorable news, and both operating and capital budget spending
levels are  increasing.  There is one possible  cloud:  as both  Washington  and
Sacramento hand increasing  responsibility for implementing mandated programs to
state  and local  governments,  a few  entities  may have  significant  problems
managing  through  the  transition.  If  current  strength  of the U.S.  economy
persists,  we expect long  maturity  interest  rates to increase in late 1998 or
early 1999.  If our economy  slows,  short  maturity bond rates and money market
interest  rates  will  drop.  Over the  years,  our  practices  of  laddering  a
diversified  portfolio of short and intermediate maturity bonds has allowed your
fund to consistently  perform well in varying interest rate  environments.  Your
fund  has  earned  Morningstar's  4  star  overall  rating*  for  risk  adjusted
performance.  I would like to attribute this to capable  execution of a sensible
investment strategy over time. Thank you for investing in Thornburg Limited Term
Municipal Fund, California Portfolio. Sincerely,

Brian J. McMahon                                                          
Portfolio Manager

*Morningstar  proprietary rating reflects historical risk adjusted  performances
as of 6/30/98.  Ratings are subject to change every  month.  Funds with at least
three years of performance  history are assigned  ratings from one star (lowest)
to five stars  (highest).  Morningstar  overall  ratings are calculated from the
funds' three-, five-, and ten year average annual returns and a risk factor that
reflects fund performance  relative to three month Treasury bill returns. 10% of
the funds in an  investment  category  receive five stars and 22.5% receive four
stars.  LTCAX is ranked 4 stars for the  3-year  period,  4 stars for the 5-year
period,  and 4 stars for the 10-year period ending  6/30/98.  At 6/30/98,  there
were 1549 bond funds with 3-year ratings,  860 with 5-year ratings, and 349 with
10-year ratings in Morningstar's Municipal Bond category.  Ratings are for Class
A shares only. Past performance cannot guarantee future results.

Statement of assets and liabilities

ASSETS

Investments at value (cost $132,124,965)                        $ 136,983,208
Cash                                                                  180,379
Receivable for fund shares sold                                     1,041,678
Interest receivable                                                 2,192,711
Prepaid expenses and other assets                                       3,534
Total Assets                                                      140,401,510

LIABILITIES

Payable for investments purchased                                   1,485,781
Dividends payable                                                     151,839
Payable for fund shares redeemed                                      194,542
Accounts payable investment advisor (Note 4)                           65,060
Accounts payable and accrued expenses                                 146,314
Total Liabilities                                                   2,043,536

NET ASSETS                                                      $ 138,357,974

NET ASSET VALUE:

Class A Shares:
Net asset value and redemption price per share ($122,231,081
applicable to 9,477,582 shares of beneficial interest
outstanding - Note 5)                                           $       12.90

Maximum sales charge, 2.50 % of offering
price (2.57% of net asset value per share)                               0.33
Maximum Offering Price Per Share                                $       13.23

Class C Shares:
Net asset value and offering price per share * ($7,842,823
applicable to 607,567 shares of beneficial interest
outstanding - Note 5)                                           $       12.91

Class I Shares:
Net asset value, offering and redemption price per share
($8,284,070 applicable to 642,255 shares of beneficial
interest outstanding - Note 5)                                  $       12.90

*  Redemption  price per share is equal to net asset  value less any  applicable
contingent deferred sales charge. See notes to financial statements.



Statement of operations

INVESTMENT INCOME:
Interest income (net of premium amortized of $585,324)    $ 6,823,649

EXPENSES:
Investment advisory fees (Note 4)                             649,445
Administration fees (Note 4)
Class A Shares                                                144,672
Class C Shares                                                  9,139
Class I Shares                                                  3,420
Distribution and service fees (Note 4)
Class A Shares                                                289,344
Class C Shares                                                 73,171
Transfer agent fees                                            89,425
Custodian fees                                                 90,915
Registration and filing fees                                   10,950
Professional fees                                              17,443
Accounting fees                                                13,836
Director fees                                                   4,312
Other Expenses                                                 14,972

Total Expenses                                              1,411,044

Less:
Expenses reimbursed by investment advisor (Note 4)            (82,955)
Distribution fees waived (Note 4)                             (27,479)

Net Expenses                                                1,300,610

Net Investment Income                                       5,523,039

REALIZED AND UNREALIZED
GAIN ON INVESTMENTS (Note 6)
Net realized gain on investments sold                          29,681
Increase in unrealized appreciation of investments          1,431,181

Net Realized and Unrealized Gain on Investments             1,460,862

Net Increase in Net Assets Resulting From Operations      $ 6,983,901

See notes to financial statements.


Statement of changes in net assets

                                                   Year Ended       Year Ended
                                                  June 30, 1998   June 30, 1997
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income                               $ 5,523,039    $ 4,430,640
Net realized gain on investments sold                    29,681         63,898
Increase in unrealized appreciation of investment     1,431,181        784,532

Net Increase In Assets Resulting from Operations      6,983,901      5,279,070

DIVIDENDS TO SHAREHOLDERS:
From net investment income
Class A Shares                                       (4,926,639)    (4,243,665)
Class C Shares                                         (281,691)      (161,619)
Class I Shares                                         (314,709)       (25,356)

FUND SHARE TRANSACTIONS (Note 5):
Class A Shares                                       26,770,636       (908,565)
Class C Shares                                        1,821,049      3,397,813
Class I Shares                                        4,220,631      3,924,117

Net Increase (Decrease) in Net Assets                34,273,178      7,261,795

NET ASSETS:
Beginning of year                                   104,084,796     96,823,001

End of year                             $           138,357,974 $  104,084,796

See notes to financial statements.


Notes to financial statements
Note 1 - Organization
Thornburg  Limited Term Municipal  Fund,  Inc. (the "Fund") was  incorporated in
Maryland on February  14,  1984.  The Fund was  reorganized  in 1986 as a series
investment company with separate investment  portfolios.  The current portfolios
are as follows:  National Portfolio and California  Portfolio (the "Portfolio").
The Fund is an open-end diversified  management  investment company,  registered
under the  Investment  Company Act of 1940, as amended.  The primary  investment
objective of the Fund is to obtain as high a level of current income exempt from
federal income tax as is consistent with  preservation of capital.  In addition,
the  California  Portfolio  will  invest  primarily  in  Municipal   Obligations
originating  in  California  with the object of obtaining  exemption of interest
dividends  from any income  taxes  imposed by  California  on  individuals.  The
Portfolio currently offers three classes of shares of beneficial interest, Class
A, Class C and Institutional Class (Class I) shares. Each class of shares of the
Portfolio  represents an interest in the same portfolio of  investments,  except
that (i) Class A shares are sold subject to a front-end  sales charge  collected
at the time the shares are purchased and bear a service fee, (ii) Class C shares
are sold at net asset value without a sales charge at the time of purchase,  but
are subject to a contingent  deferred  sales charge upon  redemption  within one
year, and bear both a service fee and a  distribution  fee, (iii) Class I shares
are sold at net asset value without a sales charge at the time of purchase,  and
(iv)  the   respective   classes   have   different   reinvestment   privileges.
Additionally,  the Portfolio may allocate among its classes certain expenses, to
the extent  allowable  to  specific  classes,  including  transfer  agent  fees,
government   registration   fees,   certain  printing  and  postage  costs,  and
administrative  and legal expenses.  Currently,  class specific  expenses of the
Portfolio are limited to  distribution  fees,  administrative  fees, and certain
transfer agent expenses.

Note 2 - Significant  Accounting Policies Significant accounting policies of the
Fund are as follows:
Valuation of  Investments:  In determining the net asset value of the Portfolio,
the Fund  utilizes  an  independent  pricing  service  approved  by the Board of
Directors. Debt investment securities have a primary market over the counter and
are valued on the basis of  valuations  furnished  by the pricing  service.  The
pricing  service values  portfolio  securities at quoted bid prices or the yield
equivalents  when  quotations  are not readily  available.  Securities for which
quotations  are not readily  available are valued at fair value as determined by
the pricing  service  using methods  which  include  consideration  of yields or
prices of municipal  obligations of comparable quality,  type of issue,  coupon,
maturity and rating;  indications  as to value from  dealers and general  market
conditions.  The  valuation  procedures  used  by the  pricing  service  and the
portfolio  valuations  received by the Portfolio are reviewed by the officers of
the Fund under the general  supervision  of the Board of  Directors.  Short-term
obligations  having  remaining  maturities  of 60  days or less  are  valued  at
amortized cost, which approximates value. Federal Income Taxes: It is the policy
of the  Fund  to  comply  with  the  provisions  of the  Internal  Revenue  Code
applicable  to "regulated  investment  companies"  and to distribute  all of its
taxable  (if any) and tax  exempt  income  to its  shareholders.  Therefore,  no
provision for Federal  income tax is required.  Dividends  paid by the Portfolio
for the year ended June 30, 1998 represent  exempt interest  dividends which are
excludable by  shareholders  from gross income for Federal  income tax purposes.
When-Issued  and  Delayed  Delivery   Transactions:   The  Fund  may  engage  in
when-issued or delayed delivery transactions.  To the extent the Fund engages in
such  transactions,  it  will  do so for  the  purpose  of  acquiring  portfolio
securities  consistent with its investment objectives and not for the purpose of
investment  leverage or to speculate on interest rate  changes.  At the time the
Fund  makes  a  commitment  to  purchase  a  security  for the  Portfolio,  on a
when-issued  basis,  the Portfolio will record the  transaction  and reflect the
value in determining  its net asset value.  When  effecting  such  transactions,
assets  of the  Portfolio  of an  amount  sufficient  to  make  payment  for the
portfolio  securities  to be purchased  will be  segregated  on the  Portfolio's
records on the trade date.  Securities  purchased  on a  when-issued  or delayed
delivery basis do not earn interest until the settlement  date.  Dividends:  Net
investment income of the Portfolio is declared daily as a dividend on shares for
which  the  Fund has  received  payment.  Dividends  are  paid  monthly  and are
reinvested in additional shares of the Portfolio at net asset value per share at
the close of business on the  dividend  payment  date,  or at the  shareholder's
option,  paid in cash.  Net  capital  gains,  to the extent  available,  will be
distributed annually.  General:  Securities  transactions are accounted for on a
trade date basis.  Interest  income is accrued as earned.  Premiums and original
issue discounts on securities  purchased are amortized to call dates or maturity
dates of the respective  securities.  Realized gains and losses from the sale of
securities  are recorded on an  identified  cost basis.  Use of  Estimates:  The
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the reported  amounts of increases and  decreases in net assets from  operations
during the reporting period. Actual results could differ from those estimates.

Note 3 - Merger of MacKenzie National Municipal Fund
On September 4, 1997,  the Fund  acquired all of the net assets of the Mackenzie
California  Municipal Fund  ("MacKenzie")  pursuant to a plan of  reorganization
approved by Mackenzie's shareholders.  The merger was accomplished by a tax free
exchange of Class A shares of the Portfolio  (valued at $24,725,383) for the net
assets of MacKenzie  which  aggregrated  $24,725,383,  including  $1,214,035  of
unrealized  appreciation.  The combined net assets of the Portfolio  immediately
after merger were $134,431,534.

Note 4 - Investment Advisory Fee and Other Transactions With Affiliates
Pursuant to an investment advisory agreement, Thornburg Management Company, Inc.
(the "Adviser") serves as the investment adviser and performs services for which
the fees are payable at the end of each month. For the year ended June 30, 1998,
these fees were payable at annual rates  ranging from 1/2 of 1% to 9/40 of 1% of
the average daily net assets of the Portfolio. The Fund also has entered into an
Administrative  Services  agreement  with the Adviser,  whereby the Adviser will
perform certain  administrative  services for the  shareholders of each class of
the Portfolio's  shares, and for which fees will be payable at an annual rate of
up to 1/8 of 1% of the average  daily net assets  attributable  to each class of
shares.  For the year ended June 30, 1998,  the Adviser  voluntarily  reimbursed
certain operating  expenses  amounting to $82,955.  The Fund has an underwriting
agreement with Thornburg Securities Corporation (the "Distributor"),  which acts
as the  Distributor of Portfolio  shares.  For the year ended June 30, 1998, the
Distributor  earned  commissions  aggregating  $11,884  from the sale of Class A
shares, and collected  contingent deferred sales charges aggregating $1,807 from
redemptions of Class C shares of the Portfolio. Pursuant to a Service Plan under
Rule 12b-1 of the Investment  Company Act of 1940, the Fund may reimburse to the
Adviser  amounts  not to exceed  .25 of 1% per annum of the  average  net assets
attributable  to each class of shares of the  Portfolio for payments made by the
Adviser to securities dealers and other financial institutions to obtain various
shareholder  related  services.  The  Adviser  may  pay  out  of its  own  funds
additional  expenses for distribution of the Portfolio's  shares.  The Fund also
has adopted a Distribution  Plan pursuant to Rule 12b-1,  applicable only to the
Portfolio's Class C shares,  under which the Fund can compensate the Distributor
for  services in  promoting  the sale of Class C shares of the  Portfolio  at an
annual rate of up to .75% of the average daily net assets  attributable to Class
C shares.  Total fees  incurred by each class of shares of the  Portfolio  under
their respective  service and distribution  plans and Class C distribution  fees
waived by the  Distributor for the year ended June 30, 1998 are set forth in the
statement of  operations.  Certain  officers and  directors of the Fund are also
officers and /or directors of the Adviser and the Distributor.  The compensation
of unaffiliated directors is borne by the Fund.


Note  5 - Shares of Beneficial Interest
At June 30, 1998, there were an unlimited number of  shares of beneficial 
interest authorized and capital paid-in aggregated $134,323,162.  
Transactions in shares of beneficial interest were as follows:

                         Year Ended June 30, 1998       Year Ended June 30, 1997
Class A Shares               Shares       Amount       Shares       Amount
Shares sold                  1,321,780  $17,129,362  1,127,372    $ 14,318,232
Shares issued to shareholders in 
  reinvestment of distributions
                               249,838    3,217,407      217,589    2,764,826
Shares issued in merger      1,933,181   24,725,383        -0-          -0-
Shares repurchased          (1,421,995) (18,301,516)  (1,417,346) (17,991,623)

Net Increase (Decrease)      2,082,804 $ 26,770,636      (72,385)$   (908,565)

Class C Shares
Shares sold                    255,731 $  3,228,901      360,237 $  4,574,006
Shares issued to shareholders
  in reinvestme                 16,952      218,500        9,592      121,990
Shares repurchased            (126,178)  (1,626,352)    (101,931)  (1,298,183)

Net Increase                   146,505 $  1,821,049      267,898 $  3,397,813

Class I Shares
Shares sold                    358,013 $  4,536,004      309,314 $  3,929,541
Shares issued to shareholders in 
  reinvestment of distributions
                                22,572      302,376        1,831       23,299
Shares repurchased             (48,092)    (617,749)      (1,383)     (28,723)

Net Increase                   332,493 $  4,220,631      309,762 $  3,924,117

Note 6 - Securities Transactions
For the  year  ended  June  30,  1998,  the  Portfolio  had  purchase  and  sale
transactions  (excluding short-term  securities) of $55,867,262 and $26,914,042,
respectively.  The cost of investments  is the same for financial  reporting and
Federal income tax purposes.  At June 30, 1998, the net unrealized  appreciation
was $4,858,243,  resulting from gross unrealized  appreciation of $4,910,332 and
$52,089 gross  unrealized  depreciation.  Accumulated  net realized  losses from
security  transactions  included  in net  assets  at June  30,  1998  aggregated
$823,431.  For Federal income tax purposes,  the Portfolio has realized  capital
loss  carryforwards  of $811,688  from prior  fiscal  years  available to offset
future realized capital gains. To the extent that such  carryforwards  are used,
no  capital  gains  distributions  will be made.  The  carryforwards  expire  as
follows:  June 30,  1999 -  $14,395,  June  30,  2000 - $410,  June  30,  2002 -
$315,597, and June 30, 2003 - $481,286.

<TABLE>
<CAPTION>

Financial highlights

Year Ended June 30,
<S>                                     <C>       <C>       <C>       <C>       <C> 
                                        1998      1997      1996      1995      1994

CLASS A SHARES:

Net asset value, beginning of year $   12.75 $   12.64 $   12.61 $   12.57 $   12.85

Income from investment operations:
Net investment income                   0.55      0.57      0.58      0.58      0.58
Net realized and unrealized
gain (loss) on investments              0.15      0.11      0.03      0.04     (0.28)

Total from investment operations        0.70      0.68      0.61      0.62      0.30
Less dividends from:
Net investment income                  (0.55)    (0.57)    (0.58)    (0.58)    (0.58)

Change in net asset value               0.15      0.11      0.03      0.04     (0.28)

Net asset value, end of year       $   12.90 $   12.75 $   12.64 $   12.61 $   12.57

TOTAL RETURN (a)                        5.57%     5.47%     4.94%     5.12%     2.37%

RATIOS/SUPPLEMENTAL DATA Ratios to average net asset:
Net investment income                   4.25%     4.47%     4.59%     4.69%     4.51%
Expenses, after expense reductions      1.00%     1.00%     1.00%     1.00%     1.00%
Expenses, before expense reductions     1.04%     1.03%     1.05%     1.04%     1.03%

Portfolio turnover rate                21.21%    20.44%    22.68%    18.54%    15.26%

Net assets at year end (000)       $ 122,231 $  94,253 $  94,379 $  98,841 $ 111,723

<FN>
(a) Sales loads are not reflected in computing total return, which is not
annualized for periods less than one year.
</FN>
</TABLE>
<TABLE>
<CAPTION>
                                                                 Period from Sept.1, 1994 (a) -
                                           Year Ended June 30,          June 30,
<S>                                    <C>       <C>       <C>            <C> 
                                       1998      1997      1996           1995

CLASS C SHARES:

Net asset value, beginning of year   $ 12.76   $ 12.65  $ 12.62        $  12.55

Income from investment operations:
            Net investment income       0.50      0.52     0.53            0.42
            Net realized and unrealized
            gain (loss) on investments  0.15      0.11     0.03            0.07

Total from investment operations        0.65      0.63     0.56            0.49
Less dividends from:
            Net investment income      (0.50)    (0.52)   (0.53)          (0.42)

Change in net asset value               0.15      0.11     0.03            0.07

Net asset value, end of year         $ 12.91   $ 12.76  $ 12.65        $  12.62

TOTAL RETURN (b)                        5.14%    5.06%     4.46%          3.98%

RATIOS/SUPPLEMENTAL DATA Ratios to average net asset:
    Net investment income               3.85%     4.06%     4.16%         4.07%(c)
    Expenses, after expense reductions  1.40%     1.40%     1.43%         1.63%(c)
    Expenses, before expense reductions 1.97%     2.15%     2.92%         3.21%(c)

Portfolio turnover rate                21.21%    20.44%    22.68%        18.54%

Net assets at end of year (000)     $  7,843    $ 5,882  $ 2,444      $   790

<FN>
(a)  Commencement of sales of Class C shares.
(b) Sales  loads are not  reflected  in  computing  total  return,  which is not
annualized for periods less than one year.
(c) Annualized.
</FN>
</TABLE>
<TABLE>
<CAPTION>

                                                   Period from Apr. 1 1997 (a) -
                                          Year Ended                   June 30,
                                         June 30, 1998                   1997

CLASS I SHARES:

<S>                                         <C>                  <C>      
Net asset value, beginning of year          $  12.75             $   12.64

Income from investment operations:
            Net investment income               0.59                  0.15
            Net realized and unrealized
            gain (loss) on investments          0.15                  0.11

Total from investment operations                0.74                  0.26
Less dividends from:
            Net investment income              (0.59)                (0.15)

Change in net asset value                       0.15                  0.11
 
Net asset value, end of year                $  12.90             $   12.75

TOTAL RETURN (b)                               5.93%                 2.07%

RATIOS/SUPPLEMENTAL DATA Ratios to average net asset:
        Net investment income                    4.60%            4.77%(c)
        Expenses, after expense reductions       0.65%            0.63%(c)
        Expenses, before expense reductions      0.92%            1.32%(c)

Portfolio turnover rate                         21.21%            20.44%

Net assets at end of year (000)     $           8,284          $    3,949

<FN>
(a)  Commencement of sales of Class I shares.
(b)  Total  return  is not  annualized  for  periods  less  than one  year.  
(c)  Annualized.

</FN>
</TABLE>


Independent auditor's report


To the Board of Trustees and Shareholders                               
Thornburg Limited Term Municipal Fund, Inc. - California Portfolio  
Santa Fe, New Mexico

We have audited the accompanying statement of assets and liabilities,  including
the schedule of  investments,  of Thornburg  Limited Term Municipal Fund, Inc. -
California  Portfolio as of June 30, 1998,  the related  statement of operations
for the year then ended, the statements of changes in net assets for each of the
two years in the period then ended and financial highlights for each of the five
years in the  period  then  ended.  These  financial  statements  and  financial
highlights are the responsibility of the Fund's management.
Our  responsibility  is to express an opinion on these financial  statements and
financial highlights based on our audits.
We  conducted  out  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our procedures included confirmation of securities owned as of June
30, 1998,  by  correspondence  with the  custodian  and  brokers.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,   as  well  as  evaluating  the  overall   financial   statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.  In our opinion,  the financial  statements  and  financial  highlights
referred  to above  present  fairly,  in all  material  aspects,  the  financial
position of Thornburg  Limited Term Municipal Fund, Inc. - California  Portfolio
as of June 30,  1998,  the  results of its  operations,  the  changes in its net
assets and the financial  highlights  for the periods  indicated,  in conformity
with generally accepted accounting principles.

New York, New York
July 24, 1998

Investment Manager
Thornburg Management Company, Inc.
119 East Marcy Street
Santa Fe, New Mexico  87501
(800) 847-0200

Principal Underwriter
Thornburg Securities Corporation
119 East Marcy Street
Santa Fe, New Mexico  87501
(800) 847-0200

This report is submitted for the general  information of the shareholders of the
Fund. It is not authorized for distribution to prospective investors in the Fund
unless  preceded or  accompanied  by an  effective  prospectus,  which  includes
information  regarding the Fund's  objectives  and  policies,  experience of its
management,  marketability of shares,  and other  information.  Performance data
quoted represent past performance and do not guarantee future results.

<TABLE>
<CAPTION>
Schedule of Investments  Thornburg Limited Term Municipal - California Portfolio
June 30, 1998 CUSIPS:  Class A - 532-723-202,  Class C - 532-723-707,  Class I -
532-723-889 NASDAQ Symbols: Class A - LTCAX, Class C - LTCCX (Proposed), Class I
- - LTCIX (Proposed)

<S>            <C>                                                                                       <C>           <C>          
 1,000,000     Alameda County Certificates Participation, 6.25% due 6/1/06                                  A2/A  $     1,096,050
   615,000     Alameda-Contra Costa Transit District Refunding Ceritificate of Participation Series 198  Baa/BBB-         646,654
               7.20% due 8/1/00
   370,000     Albany Public Facilities Financing Authority Lease Revenue, 6.60% due 9/1/00 (Library      Baa1/NR         390,509
               Community Center Project)
   295,000     Alum Rock Union Elementary School District General Obligation Refunding Bonds, 8.00% due   Aaa/AAA         366,962
               9/1/06
   380,000     Alum Rock Union Elementary School District General Obligation Refunding Bonds, 8.00% due   Aaa/AAA         480,301
               9/1/07
 1,020,000     Antelope Valley Hospital Revenue, 5.25% due 1/1/06 (Insured: FSA)                          Aaa/AAA       1,075,559
 1,000,000     Berkeley Health Facility Revenue, 6.55% due 12/1/22, prerefunded 12/1/02 @ 102 (Alta Bat     A2/A+       1,116,950
               Medical Center Project)
 1,300,000     Berkeley Health Facility Revenue Refinancing Series A, 5.70% due 12/1/98 (ETM) (Alta Bat     A2/A+       1,311,440
               Medical Center Project)
   380,000     Big Bear Regional Wastewater Agency Refunding Revenue Bonds, 4.70% due 4/1/06              Aaa/AAA         388,649
   835,000     California Educational Facilities Authority Revenue, 5.60% due 10/1/00 (U.S.C. Project)     Aa3/AA         866,003
 1,805,000     California Educational Facilities Authority Revenue, 5.60% due 10/1/02 (U.S.C. Project)     Aa3/AA       1,913,174
   500,000     California Educational Facilities Authority Revenue Series 1993, 5.15% due 9/1/03 (Santa     A1/NR         523,020
               Clara University Project)
   500,000     California Health Facilities Financing Authority, 7.80% due 7/1/06 (Insured: California      NR/A+         502,555
               Mortgage)
   500,000     California Health Facilities Financing Authority Revenue, 5.30% due 5/15/04 (Downey Comm     NR/A-         517,550
               Hospital Project)
   250,000     California Health Facilities Financing Authority Revenue, 7.00% due 6/1/08, prerefunded      NR/NR         262,190
               8/1/99 @ 102
   500,000     California Health Facilities Financing Revenue, 5.75% due 5/15/15 (Downey Community Hosp     NR/A-         516,275
               Project)
   505,000     California HFA, 5.25% due 8/1/00 (Marin General Hospital Project; Insured: FSA)            Aaa/AAA         518,923
 1,000,000     California HFA Secured Revenue Series 1991, 6.65% due 9/1/01 (Good Samaritan Hospital Project) Baa2      1,064,900
    20,000     California HFA Single Family Mortgage Revene Series 1982-A, 10.00% due 2/1/02               Aa/AA-          20,014
   500,000     California Housing Finance Agency Revenue, 5.40% due 8/1/00                                 Aa/AA-         512,430
   145,000     California Housing Finance Agency Revenue, 0% due 8/1/01                                    Aa/AA-         117,121
    95,000     California Housing Finance Agency Revenue, 6.90% due 8/1/16                                 Aa/AA-          96,259
   670,000     California Housing Finance Authority Revenue, Series 1985-B, 9.875% due 2/1/17              Aa/AA-         701,463
   500,000     California Pollution Control Financing Authority Revenue, 6.85% due 12/1/08                  A2/A+         524,770
     5,000     California Pollution Control Financing Authority Revenue, 7.20% due 9/1/15                   A2/A+           5,025
 1,000,000     California State General Obligation, 6.50% due 10/1/99                                       A1/A+       1,034,020
   300,000     California State General Obligation, 6.75% due 5/1/02                                        A1/A+         328,155
   500,000     California State General Obligation, 9.50% due 5/1/03                                        A1/A+         614,470
 1,000,000     California State General Obligation, 9.50% due 2/1/10                                        A1/A+       1,439,600
     5,000     California State Public Works High Technology, 7.375% due 4/1/06                            Aa3/A+           5,545
   500,000     California State Public Works Lease Revenue, 8.35% due 12/1/99                                 A/A         531,195
   500,000     California State Public Works Lease Revenue, 5.50% due 9/1/06 (Insured: AMBAC)             Aaa/AAA         539,860
   850,000     California State University Revenue, 6.40% due 11/1/02 crossover refunded 11/1/00 @102        A1/A         908,786
   147,732     California State Veterans General Obligation Amortizing Coupon M-COATES, 7.30% due 10/1/     NR/NR         157,875
   200,000     California Statewide Community Development, 3.25% due 6/1/26 put 7/01/98, (daily demand   VMIG1/NR         200,000
               notes)  (LOC: Dresdner Bank)
 1,190,000     California Statewide Community Development Authority Certificate of Participation, 5.25%   Aaa/AAA       1,250,154
               4/1/08 (Insured: MBIA)
 1,000,000     California Statewide Community Development Authority Certificate of Participation, 5.90%     NR/A+       1,064,330
               4/1/09
 1,000,000     California Statewide Community Development Authority Certificates of Participation, 3.78   Aaa/AAA         987,450
               1/1/00 (Motion Picture and Televison Fund Project; (Insured: AMBAC)
 1,000,000     California Statewide Community Development Authority Certificates of Participation, 4.07   Aaa/AAA         982,450
               1/1/01 (Motion Picture and Televison Fund Project; Insured: AMBAC)
   515,000     California Statewide Community Development Authority Insured Health Facilities Revenue,       NR/A         532,402
               Certificate of Participation Series 1992, 6.40% due 5/1/02 (Eskaton Properties Incorporated
               Phase II Project)
 1,000,000     California Statewide Community Development Authority Insured Health Facility Revenue Ser     NR/A+       1,079,390
               1996-A, 6.00% due 9/1/04 (San Gabriel Medical Center Project;
   250,000     California Veteran Affairs Home Purchases Revenue Series A, 7.50% due 8/1/98                Aa2/A+         250,808
 1,390,000     California Veteran Affairs Home Purchases Revenue Series A, 6.55% due 8/1/01                Aa2/A+       1,428,169
 1,000,000     Clovis Unified School District, 0% due 8/1/02                                               A1/AA-         845,490
   700,000     Coachella Valley Water District 71 Certificate of Participation, 5.75% due 10/1/00 (Stor      A/NR         727,776
               Water District Project)
   660,000     Cupertino Public Facilities Corp. Certificates of Participation Series 1992-B, 5.60% due     A1/A+         680,130
               7/1/00
 1,000,000     Duarte California Certificates of Participation, 6.25% due 4/1/23                          Baa1/NR       1,060,160
 2,025,000     Escondido Multi Family Housing Revenue Refunding Bond Series 1997-A, 5.40% due 1/1/27put    NR/AAA       2,126,554
               7/1/07 (Terrace Gardens Project; Collateralized: FNMA)
    20,000     Fontana Redevelopment Agency Tax Allocation, 8.00% due 9/1/18                               Aaa/NR          20,544
   350,000     Foothill De Anza Community College District Certificates of Participation, 7.35% due 3/1     NR/A-         387,734
   600,000     Fresno Multi Family Housing Revenue Refunding, 5.10% due 10/1/05 put 4/1/99 (Maple Leaf      NR/A-         605,388
               Project; Insured: Continental Insurance)
 1,000,000     Fresno Multi Family Housing Revenue Refunding, 4.875% due 1/1/28 put 1/1/08 (Jackson Par    NR/AAA       1,015,590
               Place Project; Insured: FNMA)
   560,000     Fruitvale School District Certificate of Participation, 7.60% due 6/1/99                    Baa/NR         579,124
 1,840,000     Glendale Hospital Revenue Series 1994, 7.625% due 1/1/05(Verdugo Hills Project; Guarante      NR/A       2,052,410
               Industrial Indemnity)
 1,000,000     Hawaiian Gardens Redevelopment Agency Project Tax Allocation, 0% due 12/1/16                NR/BBB         316,000
   200,000     Hayward Unified School District Certificate of Participation, 7.60% due 10/1/00             Baa/NR         204,536
    60,000     Hermosa Beach Lynwood and Vernon Certificate of Participation, 7.10% due 9/1/99             NR/BBB          60,904
   605,000     Inglewood Certificates Participation, 6.70% due 8/1/00                                   Baa3/BBB-         636,363
   635,000     Inglewood Certificates Participation, 6.80% due 8/1/01                                   Baa3/BBB-         682,612
   690,000     Inglewood Certificates Participation, 6.90% due 8/1/02                                   Baa3/BBB-         753,653
 1,000,000     Irwindale Community Redevelopment Agency, 6.60% due 8/1/18                                 Baa3/NR       1,138,780
   340,000     Kern County Board Education Certificates Participation, Refunding Series A, 5.50% due 5/   Aaa/AAA         364,541
               (Insured: MBIA)
   260,000     Kern County Board Education Certificates Participation, Refunding Series A, 5.50% due 5/   Aaa/AAA         279,160
               (Insured: MBIA)
   165,000     Kern High School District, 7.00% due 8/1/10                                                   A/NR         201,737
   680,000     Kern High School District Series B, 9.00% due 8/1/06                                       Aaa/AAA         896,464
   480,000     Lake Elsinore Public Financing Authority Tax Allocation Revenue Series 1992-C, 6.15% due   Aaa/AAA         504,778
               2/1/01 (Insured: FGIC)
 3,000,000     Lancaster Redevelopment Agency Lease Revenue, 4.90% due 12/1/00 (Public Improvement Proj   NR/BBB+       3,043,500
               LOC: Sumitomo - Dai ichi Kangyo)
   500,000     Los Angeles Certificates of Participation, 6.90% due 3/1/01                               Baa1/BBB         533,625
   250,000     Los Angeles Certificates of Participation, 0% due 9/1/03                                  Baa1/BBB         194,160
     5,000     Los Angeles Convention & Exhibition Center, 9.00% due 12/1/20                              Aaa/AAA           6,501
   500,000     Los Angeles County Certificates of Participation, 0% due 10/1/01                          Baa1/BBB         421,635
   245,000     Los Angeles County Certificates of Participation, 0% due 10/1/02                          Baa1/BBB         196,458
   700,000     Los Angeles County Certificates of Participation, 0% due 4/1/03                           Baa1/BBB         543,144
   350,000     Los Angeles County Housing Authority Multi Family Housing Revenue, 7.625% due 12/1/29 pu     NR/A-         355,509
               12/1/99 (Monrovia Project A; Insured: Continental Casualty)
 1,500,000     Los Angeles Equipment Acquisition Program L Certificates of Participation, 5.80% due 12/      A/A+       1,513,215
 1,000,000     Los Angeles Municipal Improvement Corporation Lease Revenue, 5.00% due 2/1/00                 A/A+       1,000,860
 1,000,000     Los Angeles Transit Finance Corporation Certificate of Participation Series 1992-B, 5.70     A1/NR       1,019,810
               7/1/99
 1,500,000     Los Angeles Unified School District Certificate of Participation, 6.30% due 6/1/02            A2/A       1,613,700
   500,000     Los Angeles Water and Power, 9.00% due 9/1/04                                               Aa3/A+         615,865
   500,000     Los Angeles Waterwaste Systems Revenue, 8.80% due 6/1/00                                   Aaa/AAA         544,830
   375,000     Marysville Hospital Revenue, 6.00% due 1/1/04 (Freemont - Rideout Health Group Project;    Aaa/AAA         410,760
               Insured: AMBAC)
   430,000     Marysville Hospital Revenue, 5.00% due 1/1/09 (Freemont - Rideout Health Group Project;    Aaa/AAA         443,476
               Insured: AMBAC)
   485,000     Mayers California Memorial Hospital District Health Facilities Revenue Insured Series A,     NR/A+         501,883
               5.375% due 6/1/09
   360,000     Midpeninsula Regional Open Space District Certificate of Participation, 4.75% due 9/1/99      NR/A         364,201
   460,000     Midpeninsula Regional Open Space District Certificate of Participation, 4.80% due 9/1/00      NR/A         467,839
   200,000     Midpeninsula Regional Open Space District Certificate of Participation, 7.20% due 9/1/00     NR/NR         211,908
               refunded 9/1/99
   780,000     Morgan Hill Unified School District Certificate of Parcipitation, 5.80% due 8/1/99           A1/NR         781,201
 1,230,000     Morgan Hill Unified School District Certificate of Participation Series 1993, 4.70% due 8/1/98 A1/N      1,231,033
   835,000     Morgan Hill Unified School District Certificate of Participation Series 1993, 5.00% due 8/1/00 A1/N        851,859
   660,000     Mountain View Shoreline Reg. Park Community Tax Allocation Series 1993-A, 4.70% due 8/1/      A3/A         666,917
   810,000     National City Community Development Commission Tax Allocation Series 1992-A, 5.70% due 8   Aaa/AAA         827,860
               (Downtown Redevelopment Project; Insured: AMBAC)
   500,000     National City Community Development Commission Tax Allocation Series 1992-A, 5.90% due 8   Aaa/AAA         520,715
               (Downtown Redevelopment Project; Insured: AMBAC)
   330,000     New Haven USD Certificates of Participation, 7.30% due 12/1/01                             NR/BBB+         340,903
   355,000     New Haven USD Certificates of Participation, 7.30% due 12/1/02                             NR/BBB+         366,729
   380,000     New Haven USD Certificates of Participation, 7.40% due 12/1/03                             NR/BBB+         392,711
   410,000     New Haven USD Certificates of Participation, 7.40% due 12/1/04                             NR/BBB+         423,715
   500,000     Newport Beach California Revenue Bond, 3.60% due 10/1/22 put 7/1/98 (daily demand note)  VMIG1/A1+         500,000
               Memorial Hospital Presbyterian Project)
   700,000     Northern California Power Agency Public Power Revenue, 5.65% due 7/1/07                    Baa3/A-         742,553
   100,000     Oakland Redevelopment Agency, 7.40% due 5/1/07                                             Aaa/AAA         102,289
 2,000,000     Orange County Airport Revenue Bond, 5.50% due 7/1/02 (Insured: MBIA)                       Aaa/AAA       2,101,640
 1,000,000     Orange County Airport Revenue Bond, 6.00% due 7/1/07 (Insured: MBIA)                       Aaa/AAA       1,107,690
 1,550,000     Orange County Local Transportation Authority Sales Tax Rev, 5.70% due 2/15/03               Aa/AA+       1,650,750
 1,050,000     Orange County Local Transportation Authority Sales Tax Rev, 5.75% due 2/15/04               Aa/AA+       1,121,106
   510,000     Orange County Local Transportation Authority Sales Tax Rev, 6.00% due 2/15/06               Aa/AA+         564,080
 1,000,000     Orange County Local Transportation Authority Sales Tax Revenue, 3.82% (inverse floater)    Aaa/AAA         997,120
               2/15/99 (Insured: FGIC)
   900,000     Orange County Local Transportation Authority Sales Tax Revenue, 5.50% due 2/15/01           Aa/AA+         933,732
 2,000,000     Orange County Recovery Certificates of Participation Series A, 5.50% due 7/1/02 (Insured   Aaa/AAA       2,105,420
               MBIA)
 1,100,000     Orange County Refunding Recovery, 5.10% due 6/1/02 (Insured : MBIA)                        Aaa/AAA       1,143,461
 2,000,000     Orange County Refunding Recovery, 5.20% due 6/1/03 (Insured: MBIA)                         Aaa/AAA       2,092,520
 2,000,000     Orange County Refunding Recovery, 6.50% due 6/1/04 (Insured: MBIA)                         Aaa/AAA       2,233,240
 2,000,000     Orange County Refunding Recovery, 6.50% due 6/1/05 (Insured: MBIA)                         Aaa/AAA       2,258,300
 1,680,000     Orange County Transportation Authority Certificate of Participation, 5.125% due 7/1/02       A1/NR       1,737,960
 1,000,000     Orange Multi Family Housing Revenue, 5.60% due 10/1/27 (Villa Santiago Rehab Project;            /       1,043,240
               Insured: FNMA)
   410,000     Oroville Hospital Revenue, 4.50% due 12/1/03 (Insured: California Mortgage)                  NR/A+         414,703
   500,000     Oroville Hospital Revenue, 5.50% due 12/1/07 (Insured: California Mortgage)                  NR/A+         534,855
   950,000     Oxnard Harbor District Revenue Refunding, 6.60% due 8/1/00 (Insured: FSA)                  Aaa/AAA         979,896
 2,000,000     Palm Springs Housing Authority Revenue, Tahquitz Crt Apts A, 4.90% due 9/1/23put 9/01/03    NR/AAA       2,046,020
               (LOC: FHLB)
   500,000     Palomar Pomerado Health Systems Revenue, 0% due 11/1/03 (Insured: MBIA)                    Aaa/AAA         399,495
   510,000     Paramount Unified School District Certificates of Participation, 0% due 9/1/14 (Insured:   Aaa/AAA         471,470
   100,000     Perris School Dist. Certificates of Participation, 5.10% due 3/1/00 (Insured: FSA)         Aaa/AAA         102,030
 1,000,000     Piedmont Unified School District Series B, 0% due 8/1/13                                     Aa/NR         440,400
 1,000,000     Pleasanton Unified School District Series B, 0% due 8/1/16                                 Aaa/AAA         375,580
   580,000     Pomona Unified School District General Obligation, 5.35% due 2/1/05 (Insured: MBIA)        Aaa/AAA         614,927
   340,000     Pomona Unified School District General Obligation, 5.40% due 8/1/05 (Insured: MBIA)        Aaa/AAA         362,838
   955,000     Redwood City Multi Family Housing Revenue Series 1985-B, 5.20% due 10/1/08 put 10/1/00       NR/A+         964,264
               (Redwood Shores Apartments Projects; Insured: Continental Casualty)
   500,000     Richmond Joint Powers Financing Authority Revenue Series A, 5.20% due 5/15/05                 NR/A         521,375
   125,000     Riverside County Housing Authority Revenue Series A, 7.75% due 10/1/00                      Baa/NR         128,755
   295,000     Sacramento Financing Authority Series 1991, 6.30% due 11/1/02                                A2/A+         319,771
   910,000     Sacramento Multi Family Housing Revenue, 5.875% due 2/1/08 put 12/1/03 (Fairways 1 Apart    NR/AAA         916,133
               Project; Insured: FNMA)
 1,000,000     Sacramento Reg. Trans. Auth. Certificate of Participation, 6.00% due 3/1/99                  A1/NR       1,015,340
 1,000,000     Sacramento Reg. Trans. Auth. Certificate of Participation, 6.25% due 3/1/01                  A1/NR       1,055,330
 2,000,000     Salinas Redevelopment Agency Tax Allocation Series A, 0% due 11/1/22                       Aaa/AAA         507,180
 1,305,000     San Diego County Certificates Participation, 5.25% due 8/15/06 (Insured: MBIA)             Aaa/AAA       1,383,678
 1,800,000     San Diego County Water Authority Certificate of Participation, 6.125% due 5/1/03           Aa3/AA-       1,929,132
   255,000     San Francisco City & County Redevelopment Lease Revenue, 0% due 7/1/00                       A1/A-         235,232
 1,500,000     San Francisco City & County Redevelopment Lease Revenue, 0% due 7/1/07                       A1/A-         989,925
   170,000     San Francisco City & County Refunding Series Sec. 8, 6.125% due 7/1/02 (Insured: MBIA/FH   Aaa/AAA         170,335
 2,000,000     San Joaquin County Certificates of Participation, 5.25% due 9/1/98 (General Hospital Pro     A3/A-       2,004,080
 1,440,000     San Joaquin County Certificates of Participation, 5.60% due 9/1/00 (General Hospital Pro     A3/A-       1,477,685
   895,000     San Joaquin County Certificates of Participation, 5.90% due 9/1/03 (General Hospital Pro     A3/A-         946,659
   410,000     San Marcos Public Facilities Authority Capital Impr., 0% due 1/1/00 (ETM)                   Aaa/NR         385,798
   425,000     Santa Ana Community Dev. Agency Series D, 6.50% due 12/15/14, pre-refunded 12/15/00 @ 10    NR/AAA         452,557
 1,640,000     Santa Ana Community Dev. Agency Tax Allocation Series B, 6.50% due 12/15/14                 NR/AAA       1,754,915
   500,000     Santa Ana Community Red. Agency Tax Allocation, 7.10% due 9/1/98                             NR/BB         502,160
 2,000,000     Santa Ana Multi Family Housing Revenue Bonds Series B, 5.65% due 11/1/21                    NR/AAA       2,115,140
   500,000     Santa Clara Certificates of Participation, 7.75% due 2/1/02 (Insured: MBIA)                Aaa/AAA         560,175
    35,000     Santa Clara Electric Revenue Series B, 7.80% due 7/1/10                                       NR/A          35,455
   315,000     Santa Monica Community College District Certificates of Participation, 7.65% due 5/1/01       NR/A         327,288
               (Rancho Corrales Project)
   250,000     Santa Rosa Insured Revenue, 7.125% due 6/1/14                                                NR/A+         252,708
 1,455,000     Sierra View Local Health Care Refunding, 5.00% due 7/1/07                                   NR/BBB       1,475,006
   750,000     Snowline Joint Unified School District Certificates of Participation, 7.25% due 4/1/18      NR/BBB         843,660
               pre-refunded 4/01/02 @ 102
   810,000     Sonoma County Certificates of Participation Public Works Improvement Program, 5.40% due      NR/A+         834,089
               8/1/00 (Integrated Waste Project)
   950,000     Sonoma County Certificates of Participation Public Works Improvement Program, 5.80% due      NR/A+         982,091
               8/1/03 (Integrated Waste Project)
   150,000     South Coast Air Quality Management District Building Corporation Installment Sale Revenu   Aaa/AAA         150,776
               9.75% due 8/1/98 (ETM)
 1,435,000     South Orange County Public Finance Authority Special Tax Revenue, 7.00% due 9/1/05 (Insu   Aaa/AAA       1,666,953
               MBIA)
   250,000     Southern California Public Power Authority Rev., 6.75% due 7/1/01 (Power Project)              A/A         267,525
 1,000,000     Stanton Multi Family Housing Revenue Bond, Series 1997, 5.625% due 8/1/29 (Continental      NR/AAA       1,052,650
               Gardens Project; Insured: FNMA)
   340,000     Suisun City Redevelopment Agency 1990 Tax Allocation, 7.20% due 10/1/01, pre-refunded 4/    NR/AAA         365,762
   500,000     Sulphur Springs Union School District General Obligation, 5.70% due 3/1/01                    NR/A         521,675
   450,000     Sunline Transit Agency Certificate of Participation Californa Transit Finance Corporatio      A/NR         472,023
               Series A, 5.50% due 7/1/02
   900,000     Sweetwater Union High School District COP, 6.40% due 11/1/01                             Baa1/BBB+         935,631
   190,000     Temecula Community Services District Certificates of Participation Series 1992, 6.00% du      NR/A         191,111
               10/1/98 (Community Recreation Center Project)
   200,000     Temecula Community Services District Certificates of Participation Series 1992, 6.00% du      NR/A         205,444
               10/1/99 (Community Recreation Center Project)
   210,000     Temecula Community Services District Certificates of Participation Series 1992, 6.00% du      NR/A         218,902
               10/1/00 (Community Recreation Center Project)
   255,000     Torrence USD Certificates of Participation, 6.10% due 10/1/00                              Baa1/NR         259,967
 1,000,000     Tracy Certificates of Participation, 7.00% due 10/1/27                                      NR/BBB       1,107,180
   290,000     Trinity County PUD Certificates of Participation, 5.50% due 4/1/99                         NR/BBB-         293,239
 1,600,000     University of California Regents Certificates of Participation Series 1996, 5.45% due 6/   Aaa/AAA       1,684,960
               (Various Capital Projects; Insured: MBIA)
   635,000     University of California Research Facilities Revenue, 11.00% due 9/1/98                      NR/A+         642,715
   500,000     University of California Research Facilities Revenue, 8.00% due 11/1/00                    Aaa/AAA         545,195
   870,000     University of California Research Facilities Revenue, 5.25% due 9/1/02                       NR/A+         905,227
   500,000     Upland California Certificates Participation Water, 5.75% due 1/1/07                          NR/A         537,175
   625,000     Vallejo Public Financing Auth. Local Agency Revenue, 5.00% due 9/2/98                        NR/A-         626,275
   800,000     Walnut Valley Unified School District, 9.00% due 8/1/06                                    Aaa/AAA       1,054,664
 1,000,000     Walnut Valley Unified School District, 8.75% due 8/1/10                                    Aaa/AAA       1,381,990
   245,000     Walnut Valley Unified School District Series A, 6.70% due 8/1/05                           Aaa/AAA         280,611
   250,000     Walnut Valley Unified School District Series A, 6.80% due 2/1/07                           Aaa/AAA         292,975
   250,000     Walnut Valley Unified School District Series A, 6.90% due 2/1/08                           Aaa/AAA         297,017
   100,000     Walnut Valley Unified School District Series A, 7.00% due 8/1/08                           Aaa/AAA         120,356
   495,000     Yorba Linda Public Financing Authority Certificates of Participation, 7.00% due 11/1/00       A/NR         520,874
               (Recycling Equipment Project)
   650,000     Yuba City Unified School District Certificates of Participation, 6.70% due 2/1/13          Baa1/NR         704,750

                            TOTAL INVESTMENTS (Cost $132,124,965)                                                   $ 136,983,208
<FN>

See notes to financial statements.

</FN>
</TABLE>




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