THORNBURG LIMITED TERM MUNICIPAL FUND INC
N-30D, 1999-02-26
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Semi Annual Report
Thornburg Limited Term Municipal Fund California Portfolio
December 31, 1998

Fund facts. . . as of 12/31/98      
                          Thornburg           Thornburg            Thornburg
                        Limited Term        Limited Term         Limited Term   
                      Municipal Fund CA   Municipal Fund CA    Municipal Fund CA
                         A Shares              C Share             I Shares
SEC Yield                 3.06%                 2.72%                3.49%
Taxable Equiv. Yields     5.59%                 4.97%                6.37%
NAV                     $13.00                $13.01                $13.00
Max. Offering Price     $13.33                $13.01                $13.00



Total returns. . . as of 12/31/98
    (Annual Average - After Subtracting Maximum Sales Charge)
  
One Year                  2.35%                 4.46%                 5.25%
Three Year                4.15%                 4.62%                  N/A
Five Year                 4.05%                  N/A                   N/A
Ten Year                  5.76%                  N/A                   N/A
Since  Inception          5.81%                 4.92%                 6.37%  
Inception Date          (2/19/87)             (9/1/94)              (4/1/97)


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 data quoted  represent
past performance and may not be construed as a guarantee of future results. Dear
Shareholder,  I am pleased to present the  Semiannual  Report for the California
Portfolio  of  Thornburg  Limited  Term  Municipal  Fund for the  period  ending
December  31, 1998.  The net asset value of the A shares  increased 10 cents per
share to $13.00  during the period.  If you were with us for the entire  period,
you  received  dividends  of  26.7  cents  per  share.  If you  reinvested  your
dividends,  you  received  26.9  cents per share.  Investors  who owned C Shares
received dividends of 24.1 and 24.2 cents per share, respectively.  Your Limited
Term  California Fund portfolio  currently holds over 570 municipal  obligations
from 49 states and 3 U.S. Territories.  Approximately 90% 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  4.6 years,  and we always  keep it below 5
years.  Percentages of the portfolio maturing in the coming years are summarized
below:










Over the last 6 months your average portfolio  maturity has decreased  slightly.
The  passage  of time  shortened  the  maturities  of the  bonds we owned at the
beginning of the period. We directed portfolio cash flow and new money primarily
into the middle  maturity  range of your bond  ladder,  taking  advantage of the
plentiful  supply and good selection of new municipal  bonds that came to market
in  California  last year.  Today,  we are  managing  the  portfolio to keep the
average maturity  approximately where it is. The supply of new municipals in the
first 2 months of 1999 has been very low,  but we believe  this will change very
soon.  Voters  approved a record  number of bond issues in November,  1998,  and
budget cutting appears to have gone out of fashion at every level of government.
We  currently  intend to keep your  average  portfolio  maturity  where it is if
interest rates remain stable. If bond yields increase, we will likely extend the
average portfolio maturity. This would permit us to increase our dividend yields
if  higher  yields  are  available.  You  may or may  not be  aware  of how  the
Alternative  Minimum  Tax  (AMT)  affects  certain  taxpayers  who  may  receive
significant proportions of their overall income from sources other than ordinary
wages.  The  AMT  assures  that  all  taxpayers  pay at  least a  minimum  rate,
regardless  of  exemptions,  tax-credits,  or the  character  of certain  income
components. The interest paid on certain so-called  "private-purpose"  municipal
bonds is  subject  to the AMT,  and this  has  been the case  since  1986.  Your
Thornburg Limited Term California portfolio includes about 7% of its holdings in
municipal  bonds  which are subject to the AMT. We would like to quickly be able
to take  your  portfolio  to 0% AMT bonds if it  appears  to be  important  to a
significant percentage of our shareholders.  In the past, investors seem to have
drawn no distinction  between  municiapl bond funds (like your Thornburg Limited
Term Municipal  Fund) that own a small  percentage of AMT bonds,  and those that
are full of them.  We believe this will soon  change.  In the next few years the
AMT will catch ever  increasing  numbers of taxpayers who qualify for tax breaks
or derive income from capital gains,  employee benefits or other  "non-ordinary"
sources.  The tables below  illustrate how application of present tax law can be
expected to increase the number of  taxpayers  subject to the AMT in 2008 verses
1998.

 Summary: Current and Projected Impact of AMT on Various Income Groups
                                     1998                         2008
                           AMT Payers as a % of All     AMT Payers as a % of All
                            Taxpayers in Category        Taxpayers in Category

 Income Category
 $30,000 to less than $40,000        0.1%                         0.9%
 $40,000 to less than $50,000        0.1%                         1.8%
 $50,000 to less than $75,000        0.3%                         5.8%
 $75,000 to less than $100,000       1.0%                        19.7%
 $100,000 to less than $200,000      3.2%                        26.6%
 $200,000 and over                  17.9%                        42.7%
 (Source:  Joint Tax Committee U.S. Congress, Merrill Lynch) 

If present  tax laws are not  changed,  the AMT status of their  municipal  bond
holdings will become a matter of greater importance to a significant  percentage
of upper and middle  income  taxpayers  between  now and 2008.  The table  above
clearly shows that.  Unless the tax  provisions  governing  AMT change,  we will
probably  reduce our already small  percentage  holding of municipal bonds which
are subject to the AMT on individuals. Stay tuned for further developments. Over
the years,  our  practice 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.  In addition,  your fund recently
received a  Performance  Achievement  Certificate  from  Lipper** for having the
number 1 ranked performance among 6 short-intermediate  municipal debt funds for
the 5 year period  ending  December 31, 1998. I would like to attribute  this to
capable  execution of a sensible  investment  strategy over time.  Thank you for
investing in the California  Portfolio of Thornburg Limited Term Municipal Fund.
Sincerely,

      Brian J.  McMahon             George  Strickland
      Portfolio  Manager            Co-Portfolio  Manager

*Morningstar  proprietary rating reflects historical risk adjusted  performances
as of 12/31/98.  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 12/31/98.  At 12/31/98,  there
were 1577 bond funds with 3-year ratings, 1040 with 5-year ratings, and 370 with
10-year ratings in Morningstar's Municipal Bond category.  Ratings are for Class
A shares  only.

**Lipper Analytical Services, Inc., a division of Reuters, collects mutual fund
data from investment advisors and provides rankings of mutual funds. 

Past performance cannot guarantee future results.


             % of portfolio                       Cumulative %
            maturing within                   maturing by end of
             1 years = 10%                       year 1 = 10%                
        1 to 2 years = 16%                       year 2 = 26%
        2 to 3 years = 10%                       year 3 = 36%        
        3 to 4 years = 16%                       year 4 = 52%                 
        4 to 5 years = 11%                       year 5 = 63%              
        5 to 6 years = 7%                        year 6 = 70%                 
        6 to 7 years = 7%                        year 7 = 77%                 
        7 to 8 years = 7%                        year 8 = 84%                 
        8 to 9 years = 9%                        year 9 = 93%
       9 to 10 years = 6%                       year 10 = 99%



ASSETS
Investments at value (cost $128,934,352)                        $ 134,803,005
Cash                                                                  128,302
Receivable for fund shares sold                                     1,041,734
Interest receivable                                                 2,130,269
Prepaid expenses and other assets                                       4,428
Total Assets                                                      138,107,738

LIABILITIES

Payable for investments purchased                                   1,001,574
Payable for fund shares redeemed                                      594,229
Accounts payable investment advisor (Note 4)                           68,288
Accounts payable and accrued expenses                                 159,727
Dividends Payable                                                     457,881
Total Liabilities                                                   2,281,699

NET ASSETS                                                      $ 135,826,039

NET ASSET VALUE:

Class A Shares:
Net asset value and redemption price per share ($116,395,106
applicable to 8,955,930 shares of beneficial interest
outstanding - Note 5)                                           $       13.00

Maximum sales charge, 2.50 % of offering
price (2.57% of net asset value per share)                               0.33
Maximum Offering Price Per Share                                $       13.33

Class C Shares:
Net asset value and offering price per share * ($8,155,909
applicable to 626,935 shares of beneficial interest
outstanding - Note 5)                                           $       13.01

Class I Shares:
Net asset value, offering and redemption price per share
($11,275,024 applicable to 867,397 shares of beneficial
interest outstanding - Note 5)                                  $       13.00

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

INVESTMENT INCOME:
Interest income (net of premium amortized of $325,139 )   $ 3,501,936

EXPENSES:
Investment advisory fees (Note 4)                             345,133
Administration fees (Note 4)
Class A Shares                                                 75,597
Class C Shares                                                  5,023
Class I Shares                                                  2,265
Distribution and service fees (Note 4)
Class A Shares                                                151,195
Class C Shares                                                 39,860
Transfer agent fees                                            38,206
Custodian fees                                                 44,068
Registration and filing fees                                    2,511
Professional fees                                               9,200
Accounting fees                                                 7,327
Director fees                                                   2,484
Other expenses                                                  7,742

Total Expenses                                                730,611

Less:
Expenses reimbursed by investment advisor (Note 4)            (29,012)
Distribution and service fees waived (Note 4)                 (14,744)

Net Expenses                                                  686,855

Net Investment Income                                       2,815,081

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (Note 6)
Net realized gain on investments sold                          14,511
Increase in unrealized appreciation of investments          1,010,410

Net Realized and Unrealized Gain (Loss)
on Investments                                              1,024,921

Net Increase in Net Assets Resulting from Operations      $ 3,840,002

See notes to unaudited financial statements.
                                               Six Months Ended    Year Ended
                                               December 31, 1998  June 30, 1998
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:
Net investment income                               $ 2,815,081    $ 5,523,039
Net realized gain on investments sold                    14,511         29,681
Increase in unrealized appreciation of investment     1,010,410      1,431,181

Net Increase in Assets Resulting from Operations      3,840,002      6,983,901

DIVIDENDS TO SHAREHOLDERS:
From net investment income
Class A Shares                                       (2,467,204)    (4,926,639)
Class C Shares                                         (147,613)      (281,691)
Class I Shares                                         (200,264)      (314,709)

FUND SHARE TRANSACTIONS (Note 5):
Class A Shares                                       (6,736,987)    26,770,636
Class C Shares                                          252,559      1,821,049
Class I Shares                                        2,927,572      4,220,631

Net Increase (Decrease) in Net Assets                (2,531,935)    34,273,178

NET ASSETS:
Beginning of period                                 138,357,974    104,084,796

            End of period                       $   135,826,039  $ 138,357,974

See notes to unaudited 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 six months ended December 31, 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 six months ended December
31, 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 six months ended  December 31, 1998,  the Adviser
voluntarily reimbursed certain operating expenses amounting to $29,012. The Fund
has  an  underwriting  agreement  with  Thornburg  Securities  Corporation  (the
"Distributor"),  which acts as the Distributor of Portfolio shares.  For the six
months ended December 31, 1998, the Distributor earned  commissions  aggregating
$8,517 from the sale of Class A shares, and collected  contingent deferred sales
charges  aggregating  $179 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 six months ended
December 31, 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 December 31, 1998, there were an unlimited number of  shares of beneficial
interest authorized and capital paid-in aggregated $130,766,307. Transactions in
shares of beneficial interest were as follows:

                                  Six Months Ended            Year Ended
                                  December 31, 1998          June 30, 1998
                                                                        
Class A Shares                    Shares       Amount       Shares       Amount
Shares sold                      609,927 $  7,907,064    1,321,780 $ 17,129,362
Shares issued to shareholders in
  reinvestment of distributions  155,195    2,014,738      249,838    3,217,407
Shares issued in merger                0            0    1,933,181   24,725,383
Shares repurchased            (1,286,774) (16,658,789)  (1,421,995) (18,301,516)

Net Increase (Decrease)         (521,652) $(6,736,987)   2,082,804 $ 26,770,636

Class C Shares
Shares sold                       73,090    $ 951,845      255,731  $ 3,228,901
Shares issued to shareholders in       
  reinvestment of distributions    9,885      128,452       16,952      218,500

Net Increase                      19,369    $ 252,559      146,505  $ 1,821,049

Class I Shares
Shares sold                      298,772  $ 3,880,437      358,013  $ 4,536,004
Shares issued to shareholders in
  reinvestment of distributions   17,185      223,177       22,572      302,376
Shares repurchased               (90,815)  (1,176.042)     (48,092)    (617,749)

Net Increase                     225,142  $ 2,927,572      332,493  $ 4,220,631

Note 6 - Securities Transactions
For the six months ended  December 31, 1998, the Portfolio had purchase and sale
transactions  (excluding short-term  securities) of $12,855,640 and $15,258,800,
respectively.  The cost of investments  is the same for financial  reporting and
Federal  income  tax  purposes.   At  December  31,  1998,  the  net  unrealized
appreciation  was $5,868,653,  resulting from gross  unrealized  appreciation of
$5,875,459 and $6,806 gross  unrealized  depreciation.  Accumulated net realized
losses from  security  transactions  included in net assets at December 31, 1998
aggregated $808,921. 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>

                                                 Per share operating performance
                                   (for a share outstanding throughout the year)

                                    Six Months Ended          Year Ended June 30,
<S>                                        <C>        <C>       <C>       <C>       <C> 
                                  December 31,1998    1998      1997      1996      1995
CLASS A SHARES:

Net asset value, beginning of period    $ 12.90    $ 12.75   $ 12.64   $ 12.61   $ 12.57

Income from investment operations:
    Net investment income                  0.27       0.55      0.57      0.58      0.58
    Net realized and unrealized
     gain (loss) on investments            0.10       0.15      0.11      0.03      0.04

Total from investment operations           0.37       0.70      0.68      0.61      0.62
Less dividends from:
    Net investment income                 (0.27)     (0.55)    (0.57)    (0.58)    (0.58)

Change in net asset value                  0.10       0.15      0.11      0.03      0.04

Net asset value, end of period         $  13.00   $  12.90  $  12.75  $  12.64  $  12.61

TOTAL RETURN (a)                           4.97%      5.57%     5.47%     4.94%     5.12%

RATIOS/SUPPLEMENTAL DATA
Ratios to average net asset:
  Net investment income                    4.08%      4.25%     4.47%     4.59%     4.69%
  Expenses, after expense reductions       0.99%(b)   1.00%     1.00%     1.00%     1.00%
  Expenses, before expense reductions      1.02%(b)   1.04%     1.03%     1.05%     1.04%

Portfolio turnover rate                    9.52%     21.21%    20.44%    22.68%    18.54%

Net assets at end of period (000)     $ 116,395  $ 122,231  $ 94,253  $ 94,379  $ 98,841
<FN>

(a)  Sales loads are not reflected in computing total return, which is not
     annualized for periods less than one year.
(b)  Annualized
</FN>
</TABLE>

<TABLE>
<CAPTION>

                                                 Per share operating performance
                                   (for a share outstanding throughout the year)

                                  Six Months Ended          Year Ended June 30,
<S>                                        <C>       <C>       <C>       <C>       <C> 
                                  December 31,1998   1998      1997      1996      1995

CLASS C SHARES:

Net asset value, beginning of period    $ 12.91   $ 12.76   $ 12.65   $ 12.62   $ 12.55

Income from investment operations:
   Net investment income                   0.24      0.50      0.52      0.53      0.42
   Net realized and unrealized
   gain (loss) on investments              0.10      0.15      0.11      0.03      0.07

Total from investment operations           0.34      0.65      0.63      0.56      0.49
Less dividends from:
   Net investment income                  (0.24)    (0.50)    (0.52)    (0.53)    (0.42)

Change in net asset value                  0.10      0.15      0.11      0.03      0.07

Net asset value, end of period          $ 13.01   $ 12.91   $ 12.76   $ 12.65   $ 12.62

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

RATIOS/SUPPLEMENTAL DATA 
Ratios to average net asset:
   Net investment income                   3.67%(c)  3.85%     4.06%     4.16%     4.07%(c)
   Expenses, after expense reductions      1.40%(c)  1.40%     1.40%     1.43%     1.63%(c)
   Expenses, before expense reductions     1.92%(c)  1.97%     2.15%     2.92%     3.21%(c)

Portfolio turnover rate                    9.52%    21.21%    20.44%    22.68%    18.54%

Net assets at end of period (000)       $ 8,156   $ 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>

                                                 Per share operating performance
                                   (for a share outstanding throughout the year)


                                                                   Period from
                                 Six Months Ended   Year Ended  April 1, 1997(a)
                                 December 31, 1998     1998       June 30, 1997
CLASS I SHARES:

Net asset value, beginning of period   $ 12.90        $ 12.75        $ 12.64

Income from investment operations:
  Net investment income                   0.29           0.59           0.15
  Net realized and unrealized
  gain (loss) on investments              0.10           0.15           0.11

Total from investment operations           .39           0.74           0.26
Less dividends from:
  Net investment income                  (0.29)         (0.59)         (0.15)

Change in net asset value                 0.10           0.15           0.11

Net asset value, end of period         $ 13.00        $ 12.90        $ 12.75

TOTAL RETURN (b)                          5.25%          5.93%          2.07%

RATIOS/SUPPLEMENTAL DATA 
Ratios to average net asset:
  Net investment income                   4.42%          4.60%          4.77%(c)
  Expenses, after expense reductions      0.65%          0.65%          0.63%(c)
  Expenses, before expense reductions     0.81%          0.92%          1.32%(c)

Portfolio turnover rate                   9.52%         21.21%         20.44%

Net assets at end of period (000)     $ 11,275        $ 8,284        $ 3,949

(a) Commencement of sales of class I shares
(b) Sales  loads are not  reflected  in  computing  total  return,  which is not
    annualized for periods less than one year 
(c) Annualized.

<TABLE>
<CAPTION>

Schedule of Investments 
Thornburg Limited Term Municipal - California Portfolio
December 31, 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                                          A2/A $     1,101,910
               6/1/06, pre-refunded 6/1/99 @ 102
   615,000     Alameda-Contra Costa Transit District Refunding                                           Baa/BBB-         640,006
               Ceritificate of Participation Series 1989, 7.20% due 8/1/00
   255,000     Albany Public Facilities Financing Authority Lease                                         Baa1/NR         268,451
               Revenue, 6.60% due 9/1/00 (Library Community Center
               Project) (ETM)
   295,000     Alum Rock Union Elementary School District General                                         Aaa/AAA         369,499
               Obligation Refunding Bonds, 8.00% due 9/1/06 (Insured:
               FGIC)
   380,000     Alum Rock Union Elementary School District General                                         Aaa/AAA         484,504
               Obligation Refunding Bonds, 8.00% due 9/1/07 (Insured:
               FGIC)
 1,020,000     Antelope Valley Hospital Revenue, 5.25% due 1/1/06                                         Aaa/AAA       1,088,197
               (Insured: FSA)
 1,000,000     Berkeley Health Facility Revenue, 6.55% due 12/1/22,                                         A2/A+       1,123,830
               pre-refunded 12/1/02 @ 102 (Alta Bates Medical Center
               Project)
   380,000     Big Bear Regional Wastewater Agency Refunding Revenue                                      Aaa/AAA         395,724
               Bonds, 4.70% due 4/1/06  (Insured: AMBAC)
 3,000,000     California Cities Home Owner, Lease Purchase Program                                       Aaa/AAA       3,044,730
               Series A, 4.15% due 12/1/03 (Insured: MBIA)
   835,000     California Educational Facilities Authority Revenue, 5.60%                                  Aa2/AA         868,868
               due 10/1/00 (U.S.C. Project)
 1,805,000     California Educational Facilities Authority Revenue, 5.60%                                  Aa2/AA       1,931,783
               due 10/1/02 (U.S.C. Project)
   500,000     California Educational Facilities Authority Revenue Series                                   A1/NR         528,965
               1993, 5.15% due 9/1/03 (Santa Clara University Project)
   500,000     California Health Facilities Financing Authority Revenue,                                    NR/A-         526,180
               5.30% due 5/15/04 (Downey Community Hospital Project)
   250,000     California Health Facilities Financing Authority Revenue,                                    NR/NR         259,007
               7.00% due 6/1/08, pre-refunded 6/1/99 @ 102
 1,500,000     California Health Facilities Financing Authority Revenue,                                     A3/A       1,585,875
               Series B, 5.00% due 10/1/08
   500,000     California Health Facilities Financing Revenue, 5.75% due                                    NR/A-         520,490
               5/15/15 (Downey Community Hospital Project)
   505,000     California HFA, 5.25% due 8/1/00 (Marin General Hospital                                   Aaa/AAA         520,670
               Project; Insured: FSA)
 1,000,000     California HFA Secured Revenue Series 1991, 6.65% due                                    Baa2/BBB+       1,061,570
               9/1/01 (Good Samaritan Hospital Project)
    20,000     California HFA Single Family Mortgage Revene Series                                         Aa/AA-          20,016
               1982-A, 10.00% due 2/1/02
   500,000     California Housing Finance Agency Revenue, 5.40% due 8/1/00                                 Aa/AA-         510,605
   145,000     California Housing Finance Agency Revenue, 0% due 8/1/01                                    Aa/AA-         121,266
   670,000     California Housing Finance Authority Revenue Series                                         Aa/AA-         701,349
               1985-B, 9.875% due 2/1/17
   500,000     California Pollution Control Financing Authority Revenue,                                    A1/A+         519,995
               6.85% due 12/1/08(So. Cal Edison Co. Project)
     5,000     California Pollution Control Financing Authority Revenue,                                    A1/A+           5,015
               7.20% due 9/1/15(So. Cal Edison Co. Project)
 1,000,000     California State General Obligation, 6.50% due 10/1/99                                      Aa3/A+       1,026,500
   300,000     California State General Obligation, 6.75% due 5/1/02                                       Aa3/A+         328,950
   500,000     California State General Obligation, 9.50% due 5/1/03                                       Aa3/A+         612,790
 1,000,000     California State General Obligation, 9.50% due 2/1/10                                       Aa3/A+       1,446,150
     5,000     California State Public Works High Technology, 7.375% due                                   Aa3/A+           5,587
               4/1/06
   500,000     California State Public Works Lease Revenue, 8.35% due                                        A1/A         524,155
               12/1/99
   500,000     California State Public Works Lease Revenue, 5.50% due                                     Aaa/AAA         547,585
               9/1/06 (Insured: AMBAC)
   850,000     California State University Revenue, 6.40% due 11/1/02                                        A1/A         909,891
               crossover refunded 11/1/00 @102
   128,839     California State Veterans General Obligation Amortizing                                      NR/NR         137,446
               Coupon M-COATES, 7.30% due 10/1/01
 1,190,000     California Statewide Community Development Authority                                       Aaa/AAA       1,278,738
               Certificate of Participation, 5.25% due 4/1/08 (Insured:
               MBIA)
 1,000,000     California Statewide Community Development Authority                                         NR/A+       1,085,900
               Certificate of Participation, 5.90% due 4/1/09
 1,000,000     California Statewide Community Development Authority                                       Aaa/AAA       1,004,710
               Certificates of Participation, 2.90% due 1/1/00 (Motion
               Picture and Televison Fund Project; (Insured: AMBAC)
 1,000,000     California Statewide Community Development Authority                                       Aaa/AAA       1,005,920
               Certificates of Participation, 3.19% due 1/1/01 (Motion
               Picture and Televison Fund Project; Insured: AMBAC)
   515,000     California Statewide Community Development Authority                                         NR/A+         532,690
               Insured Health Facilities Revenue, 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                                         NR/A+       1,097,630
               Insured Health Facility Revenue Series 1996-A, 6.00% due
               9/1/04 (San Gabriel Medical Center Project;
 1,390,000     California Veteran Affairs Home Purchases Revenue Series                                    Aa2/A+       1,491,303
               A, 6.55% due 8/1/01 (ETM)
 1,000,000     Clovis Unified School District, 0% due 8/1/02                                               A1/AA-         873,200
   700,000     Coachella Valley Water District 71 Certificate of                                             A/NR         729,379
               Participation, 5.75% due 10/1/00 (Storm Water District
               Project)
   660,000     Cupertino Public Facilities Corp. Certificates of                                            A1/A+         681,061
               Participation Series 1992-B, 5.60% due 7/1/00
 1,000,000     Duarte California Certificates of Participation, 6.25% due                                 Baa1/NR       1,056,970
               4/1/23(Hope National Medical Center Project)
 2,025,000     Escondido Multi Family Housing Revenue Refunding Bond                                       NR/AAA       2,144,758
               Series 1997-A, 5.40% due 1/1/27put 7/1/07 (Terrace Gardens
               Project; Collateralized: FNMA)
   350,000     Foothill De Anza Community College District Certificates                                     NR/A-         385,623
               of Participation, 7.35% due 3/1/07
   600,000     Fresno Multi Family Housing Revenue Refunding, 5.10% due                                     NR/A-         602,976
               10/1/05 put 4/1/99 (Maple Leaf Project; Insured:
               Continental Insurance)
   995,000     Fresno Multi Family Housing Revenue Refunding, 4.875% due                                   NR/AAA       1,025,338
               1/1/28 put 1/1/08 (Jackson Park Place Project; Insured:
               FNMA)
   560,000     Fruitvale School District Certificate of Participation,                                     Baa/NR         570,590
               7.60% due 6/1/99
 1,840,000     Glendale Hospital Revenue Series 1994, 7.625% due                                            NR/A+       2,049,447
               1/1/05(Verdugo Hills Project; Guarantee: Industrial
               Indemnity)
 1,000,000     Hawaiian Gardens Redevelopment Agency Project Tax                                           NR/BBB         325,310
               Allocation, 0% due 12/1/16
   135,000     Hayward Unified School District Certificate of                                              Baa/NR         138,206
               Participation, 7.60% due 10/1/00
    60,000     Hermosa Beach Lynwood and Vernon Certificate of                                             NR/BBB          60,985
               Participation, 7.10% due 9/1/99
   605,000     Inglewood Certificates Participation, 6.70% due 8/1/00                                   Baa3/BBB-         634,899
   635,000     Inglewood Certificates Participation, 6.80% due 8/1/01                                   Baa3/BBB-         683,082
   690,000     Inglewood Certificates Participation, 6.90% due 8/1/02                                   Baa3/BBB-         753,508
 1,000,000     Irwindale Community Redevelopment Agency, 6.60% due                                        Baa3/NR       1,151,850
               8/1/18, pre-refunded 8/1/05
   340,000     Kern County Board Education Certificates Participation,                                    Aaa/AAA         368,812
               Refunding Series A, 5.50% due 5/1/06 (Insured: MBIA)
   260,000     Kern County Board Education Certificates Participation,                                    Aaa/AAA         283,410
               Refunding Series A, 5.50% due 5/1/07 (Insured: MBIA)
   165,000     Kern High School District, 7.00% due 8/1/10 (ETM)                                             A/NR         205,201
   680,000     Kern High School District Series B, 9.00% due 8/1/06 (ETM)                                 Aaa/AAA         901,578
   480,000     Lake Elsinore Public Financing Authority Tax Allocation                                    Aaa/AAA         503,261
               Revenue Series 1992-C, 6.15% due 2/1/01 (Insured: FGIC)
 3,000,000     Lancaster Redevelopment Agency Lease Revenue, 4.90% due                                     NR/BBB       3,049,920
               12/1/00 (Public Improvement Project; LOC: Sumitomo - Dai
               ichi Kangyo)
   500,000     Los Angeles Certificates of Participation, 6.90% due                                      Baa1/BBB         530,775
               3/1/01 , pre-refunded 3/1/00 @ 102
   250,000     Los Angeles Certificates of Participation, 0% due 9/1/03                                  Baa1/BBB         204,608
     5,000     Los Angeles Convention & Exhibition Center, 9.00% due                                      Aaa/AAA           6,537
               12/1/20, pre-refunded 12/1/05
   500,000     Los Angeles County Certificates of Participation, 0% due                                  Baa1/BBB         433,240
               10/1/01
   245,000     Los Angeles County Certificates of Participation, 0% due                                  Baa1/BBB         201,875
               10/1/02
   700,000     Los Angeles County Certificates of Participation, 0% due                                  Baa1/BBB         558,607
               4/1/03
   350,000     Los Angeles County Housing Authority Multi Family Housing                                    NR/A-         350,000
               Revenue, 7.625% due 12/1/29 put 12/1/99 (Monrovia Project
               A; Insured: Continental Casualty)
 1,000,000     Los Angeles Transit Finance Corporation Certificate of                                       A1/NR       1,013,700
               Participation Series 1992-B, 5.70% due 7/1/99
 1,500,000     Los Angeles Unified School District Certificate of                                            A2/A       1,616,595
               Participation, 6.30% due 6/1/02
   500,000     Los Angeles Water and Power, 9.00% due 9/1/04                                               Aa3/A+         614,380
   500,000     Los Angeles Waterwaste Systems Revenue, 8.80% due 6/1/00                                   Aaa/AAA         538,260
               (Insured: MBIA)
   375,000     Marysville Hospital Revenue, 6.00% due 1/1/04 (Freemont -                                  Aaa/AAA         414,458
               Rideout Health Group Project; Insured: AMBAC)
   430,000     Marysville Hospital Revenue, 5.00% due 1/1/09 (Freemont -                                  Aaa/AAA         452,824
               Rideout Health Group Project; Insured: AMBAC)
   485,000     Mayers California Memorial Hospital District Health                                          NR/A+         511,428
               Facilities Revenue Insured Series A, 5.375% due 6/1/09
   360,000     Midpeninsula Regional Open Space District Certificate of                                      NR/A         364,215
               Participation, 4.75% due 9/1/99
   460,000     Midpeninsula Regional Open Space District Certificate of                                      NR/A         470,502
               Participation, 4.80% due 9/1/00
   200,000     Midpeninsula Regional Open Space District Certificate of                                      NR/A         209,558
               Participation, 7.20% due 9/1/00 refunded 9/1/99
   780,000     Morgan Hill Unified School District Certificate of                                           A1/NR         781,716
               Parcipitation, 5.80% due 8/1/99
   835,000     Morgan Hill Unified School District Certificate of                                           A1/NR         855,625
               Participation Series 1993, 5.00% due 8/1/00
   660,000     Mountain View Shoreline Reg. Park Community Tax Allocation                                    A3/A         666,626
               Series 1993-A, 4.70% due 8/1/99
   810,000     National City Community Development Commission Tax                                         Aaa/AAA         823,082
               Allocation Series 1992-A, 5.70% due 8/1/99 (Downtown
               Redevelopment Project; Insured: AMBAC)
   500,000     National City Community Development Commission Tax                                         Aaa/AAA         520,640
               Allocation Series 1992-A, 5.90% due 8/1/00 (Downtown
               Redevelopment Project; Insured: AMBAC)
   330,000     New Haven USD Certificates of Participation, 7.30% due                                       NR/A-         337,610
               12/1/01
   355,000     New Haven USD Certificates of Participation, 7.30% due                                       NR/A-         363,186
               12/1/02
   380,000     New Haven USD Certificates of Participation, 7.40% due                                       NR/A-         388,793
               12/1/03
   410,000     New Haven USD Certificates of Participation, 7.40% due                                       NR/A-         419,488
               12/1/04
   360,000     Northern California Power Agency Public Power Revenue,                                     Baa3/A-         399,845
               5.65% due 7/1/07(Geothermal Project 3 A) (ETM)
   340,000     Northern California Power Agency Public Power Revenue,                                     Baa3/A-         370,120
               Unrefunded Balance Geothermal 3 A, 5.65% due 7/1/07
   100,000     Oakland Redevelopment Agency, 7.40% due 5/1/07 (Insured:                                   Aaa/AAA         102,344
               AMBAC)
   915,000     Orange County, Refunding Recovery A, 5.20% due 6/1/03 (ETM)                                Aaa/AAA         971,684
 1,085,000     Orange County, Unrefunded Bal Refunding Recovery A, 5.20%                                  Aaa/AAA       1,150,133
               due 6/1/03 (Insured: MBIA)
 2,000,000     Orange County Airport Revenue Bond, 5.50% due 7/1/02                                       Aaa/AAA       2,114,480
               (Insured: MBIA)
 1,000,000     Orange County Airport Revenue Bond, 6.00% due 7/1/07                                       Aaa/AAA       1,125,280
               (Insured: MBIA)
 1,550,000     Orange County Local Transportation Authority Sales Tax                                      Aa/AA+       1,668,668
               Rev, 5.70% due 2/15/03
 1,050,000     Orange County Local Transportation Authority Sales Tax                                      Aa/AA+       1,127,658
               Rev, 5.75% due 2/15/04
   510,000     Orange County Local Transportation Authority Sales Tax                                      Aa/AA+         571,572
                Rev, 6.00% due 2/15/06
 2,900,000     Orange County Local Transportation Authority Sales Tax                                     Aaa/AAA       2,903,190
               Revenue, 2.94% (inverse floater) due 2/15/99 (Insured:
               FGIC)
   900,000     Orange County Local Transportation Authority Sales Tax                                      Aa/AA+         938,439
               Revenue, 5.50% due 2/15/01
   995,000     Orange County Multi Family Housing Revenue, 5.60% due                                       NR/AAA       1,043,665
               10/1/27, mandatory put 10/1/05  (Villa Santiago Rehab
               Project; FNMA: Collateralized)
 2,000,000     Orange County Recovery Certificates of Participation                                       Aaa/AAA       2,123,240
               Series A, 5.50% due 7/1/02 (Insured: MBIA)
 1,100,000     Orange County Refunding Recovery, 5.10% due 6/1/02                                         Aaa/AAA       1,153,394
               (Insured : MBIA)
 2,000,000     Orange County Refunding Recovery, 6.50% due 6/1/04                                         Aaa/AAA       2,257,040
               (Insured: MBIA)
 2,000,000     Orange County Refunding Recovery, 6.50% due 6/1/05                                         Aaa/AAA       2,284,320
               (Insured: MBIA)
 1,680,000     Orange County Transportation Authority Certificate of                                        A1/NR       1,751,198
               Participation, 5.125% due 7/1/02
   410,000     Oroville Hospital Revenue, 4.50% due 12/1/03 (Insured:                                       NR/A+         422,751
               California Mortgage)
   500,000     Oroville Hospital Revenue, 5.50% due 12/1/07 (Insured:                                       NR/A+         544,950
               California Mortgage)
   655,000     Oxnard Harbor District Revenue Refunding, 6.60% due 8/1/00                                 Aaa/AAA         676,353
               (Insured: FSA)
 1,000,000     Palm Springs Housing Authority Revenue, Tahquitz Crt Apts                                   NR/AAA       1,027,610
               A, 4.90% due 9/1/23 put 9/1/03 (LOC: FHLB)
   500,000     Palomar Pomerado Health Systems Revenue, 0% due 11/1/03                                    Aaa/AAA         414,265
               (Insured: MBIA)
   510,000     Paramount Unified School District Certificates of                                          Aaa/AAA         490,921
               Participation, 0% due 9/1/14 (Insured: FSA)
   100,000     Perris School Dist. Certificates of Participation, 5.10%                                   Aaa/AAA         102,202
               due 3/1/00 (Insured: FSA)
 1,000,000     Piedmont Unified School District Series B, 0% due 8/1/13                                     Aa/NR         458,880
 1,000,000     Pleasanton Unified School District Series B, 0% due 8/1/16                                 Aaa/AAA         389,700
               (Insured: MBIA)
   580,000     Pomona Unified School District General Obligation, 5.35%                                   Aaa/AAA         623,767
               due 2/1/05 (Insured: MBIA)
   340,000     Pomona Unified School District General Obligation, 5.40%                                   Aaa/AAA         368,281
               due 8/1/05 (Insured: MBIA)
   945,000     Redwood City Multi Family Housing Revenue Series 1985-B,                                     NR/A+         953,656
               5.20% due 10/1/08 put 10/1/00 (Redwood Shores Apartments
               Projects; Insured: Continental Casualty)
   500,000     Richmond Joint Powers Financing Authority Revenue Series                                      NR/A         529,195
               A, 5.20% due 5/15/05
   295,000     Sacramento Financing Authority Series 1991, 6.30% due                                        A2/A+         319,901
               11/1/02
   900,000     Sacramento Multi Family Housing Revenue, 5.875% due 2/1/08                                  NR/AAA         900,936
               put 12/1/03 (Fairways 1 Apartments Project;
               Collateralized: FNMA)
 1,000,000     Sacramento Reg. Trans. Auth. Certificate of Participation,                                   A1/NR       1,004,960
               6.00% due 3/1/99
 1,000,000     Sacramento Reg. Trans. Auth. Certificate of Participation,                                   A1/NR       1,054,570
               6.25% due 3/1/01
 2,000,000     Salinas Redevelopment Agency Tax Allocation Series A, 0%                                   Aaa/AAA         522,980
               due 11/1/22 (Insured: FSA)
 1,305,000     San Diego County Certificates Participation, 5.25% due                                     Aaa/AAA       1,397,746
               8/15/06 (Insured: MBIA)
   975,000     San Diego County Multi Family Housing Revenue, 5.50% due                                    NR/AAA       1,013,854
               7/1/25 put 7/1/05 (Del Mar Turf Club Apts - A Project;
               Collateralized: FNMA)
 1,800,000     San Diego County Water Authority Certificate of                                            Aa3/AA-       1,933,992
               Participation, 6.125% due 5/1/03
   255,000     San Francisco City & County Redevelopment Lease Revenue,                                     A1/A-         241,462
               0% due 7/1/00
 3,500,000     San Francisco City & County Redevelopment Lease Revenue,                                     A1/A-       2,419,725
               0% due 7/1/07
   155,000     San Francisco City & County Refunding Series Sec. 8,                                       Aaa/AAA         155,327
               6.125% due 7/1/02 (Insured: MBIA/FHA)
 1,440,000     San Joaquin County Certificates of Participation, 5.60%                                      A3/A-       1,482,566
               due 9/1/00 (General Hospital Project)
   895,000     San Joaquin County Certificates of Participation, 5.90%                                      A3/A-         958,966
               due 9/1/03 (General Hospital Project)
   410,000     San Marcos Public Facilities Authority Capital Impr., 0%                                    Aaa/NR         395,630
               due 1/1/00 (ETM)
   410,000     Santa Ana Community Dev. Agency Series D, 6.50% due                                         NR/AAA         438,548
               12/15/14 , pre-refunded 12/15/00 @ 102
 1,595,000     Santa Ana Community Dev. Agency Tax Allocation Series B,                                    NR/AAA       1,713,110
               6.50% due 12/15/14 , pre-refunded 12/15/00 @ 102
 2,000,000     Santa Ana Multi Family Housing Revenue Bonds Series B,                                      NR/AAA       2,130,300
               5.65% due 11/1/21 put 11/1/06 (FNMA Collateralized)
   500,000     Santa Clara Certificates of Participation, 7.75% due                                       Aaa/AAA         559,730
               2/1/02 (Insured: MBIA)
    35,000     Santa Clara Electric Revenue Series B, 7.80% due 7/1/10                                       NR/A          35,364
   200,000     Santa Monica California Redevelopment Agency Tax,                                           Baa1/A         221,466
               Allocation, 6.50% due 7/1/03 ( Ocean Park Redevelopment
               Projects)
   315,000     Santa Monica Community College District Certificates of                                       NR/A         322,525
               Participation, 7.65% due 5/1/01 (Rancho Corrales Project)
 1,455,000     Sierra View Local Health Care Refunding, 5.00% due 7/1/07                                     NR/A       1,506,958
               (Insured: ACA)
   750,000     Snowline Joint Unified School District Certificates of                                      NR/BBB         844,328
               Participation, 7.25% due 4/1/18 , pre-refunded 4/01/02 @
               102
   810,000     Sonoma County Certificates of Participation Public Works                                     NR/A+         835,547
               Improvement Program, 5.40% due 8/1/00 (Integrated Waste
               Project)
   950,000     Sonoma County Certificates of Participation Public Works                                     NR/A+         978,842
               Improvement Program, 5.80% due 8/1/03 (Integrated Waste
               Project)
 1,435,000     South Orange County Public Finance Authority Special Tax                                   Aaa/AAA       1,675,219
               Revenue, 7.00% due 9/1/05 (Insured: MBIA)
   250,000     Southern California Public Power Authority Rev., 6.75% due                                     A/A         265,988
               7/1/01 (Power Project)
 1,000,000     Stanton Multi Family Housing Revenue Bond Series 1997,                                      NR/AAA       1,067,790
               5.625% due 8/1/29, put 8/1/09 (Continental Gardens
               Project; Collateralized: FNMA)
   340,000     Suisun City Redevelopment Agency 1990 Tax Allocation,                                       NR/AAA         363,361
               7.20% due 10/1/01, pre-refunded 4/1/00
   500,000     Sulphur Springs Union School District General Obligation,                                     NR/A         522,710
               5.70% due 3/1/01
   450,000     Sunline Transit Agency Certificate of Participation                                           A/NR         473,495
               Californa Transit Finance Corporation Series A, 5.50% due
               7/1/02
   900,000     Sweetwater Union High School District COP, 6.40% due                                     Baa1/BBB+         928,683
               11/1/01
   200,000     Temecula Community Services District Certificates of                                          NR/A         204,428
               Participation Series 1992, 6.00% due 10/1/99 (Community
               Recreation Center Project)
   210,000     Temecula Community Services District Certificates of                                          NR/A         219,078
               Participation Series 1992, 6.00% due 10/1/00 (Community
               Recreation Center Project)
   255,000     Torrence USD Certificates of Participation, 6.10% due                                      Baa1/NR         258,861
               10/1/00
 1,000,000     Tracy Certificates of Participation, 7.00% due 10/1/27,                                      NR/NR       1,107,160
               pre-refunded 10/1/01
   290,000     Trinity County PUD Certificates of Participation, 5.50%                                    NR/BBB-         291,578
               due 4/1/99
 1,600,000     University of California Regents Certificates of                                           Aaa/AAA       1,689,072
               Participation Series 1996, 5.45% due 6/1/03 (Various
               Capital Projects; Insured: MBIA)
   500,000     University of California Research Facilities Revenue,                                      Aaa/AAA         541,655
               8.00% due 11/1/00 (Insured: MBIA)
   870,000     University of California Research Facilities Revenue,                                        NR/A+         912,143
               5.25% due 9/1/02
   510,000     University of California Revenue Series A, 11.00% due                                        NR/A+         536,438
               9/1/99
   500,000     Upland California Certificates Participation Water, 5.75%                                     NR/A         548,285
               due 1/1/07
   800,000     Walnut Valley Unified School District, 9.00% due 8/1/06                                    Aaa/AAA       1,060,680
               (ETM)
 1,000,000     Walnut Valley Unified School District, 8.75% due 8/1/10                                    Aaa/AAA       1,399,120
               (ETM)
   245,000     Walnut Valley Unified School District Series A, 6.70% due                                  Aaa/AAA         283,007
               8/1/05 (Insured: MBIA)
   250,000     Walnut Valley Unified School District Series A, 6.80% due                                  Aaa/AAA         295,692
               2/1/07 (Insured: MBIA)
   250,000     Walnut Valley Unified School District Series A, 6.90% due                                  Aaa/AAA         301,240
               2/1/08 (Insured: MBIA)
   100,000     Walnut Valley Unified School District Series A, 7.00% due                                  Aaa/AAA         121,970
               8/1/08 (Insured: MBIA)
   495,000     Yorba Linda Public Financing Authority Certificates of                                        A/NR         520,755
               Participation, 7.00% due 11/1/00 (Recycling Equipment
               Project)
   650,000     Yuba City Unified School District Certificates of                                          Baa1/NR         704,321
               Participation, 6.70% due 2/1/13, pre-refunded 2/1/01 @ 102

                 TOTAL INVESTMENTS (Cost $128,934,352)                                                              $ 134,803,005
<FN>
See notes to unaudited financial statements.
</FN>
</TABLE>





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