THORNBURG LIMITED TERM MUNICIPAL FUND INC
N-30D, 2000-08-31
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Thornburg Limited Term Municipal Fund California Portfolio

All data as of 6.30.00
Fund facts   Thornburg Limited Term Municipal Fund California Portfolio
                               Thornburg         Thornburg
                             Limited Term      Limited Term
                          Municipal Fund CA   Municipal Fund CA
                                A Shares         C Shares

SEC Yield                          3.68%        3.32%
Taxable Equiv. Yields              6.72%        6.06%
NAV                               $12.59       $12.61
Max. Offering Price               $12.78       $12.61

Total returns   (Annual Average - After Subtracting Maximum Sales Charge)

One Year                           1.55%        2.73%
Three Year                         3.35%        3.47%
Five Year                          4.09%        3.98%
Ten Year                           5.17%         N/A
Since Inception                    5.47%        4.10%
Inception Date                    2.19.87      9.1.94
Taxable  equivalent  yields assume a 39.6% marginal federal tax rate and a 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 1.50%.

The  data  quoted  represent  past  performance  and may not be  construed  as a
guarantee of future results.

Letter to shareholders
Dear Fellow Shareholder,

We are  pleased to present the annual  report for the  California  Portfolio  of
Thornburg  Limited Term Municipal Fund for the fiscal year ending June 30, 2000.
The net asset value of the A shares  decreased by 16 cents to $12.59  during the
year, although it has risen in recent months. If you were with us for the entire
period,  you received  dividends of 54 cents per share.  If you reinvested  your
dividends,  you  received  55.1  cents per share.  Investors  who owned C shares
received dividends of 48.9 and 49.8 cents per share, respectively.

In the last year, we have witnessed a  proliferation  of "dot.com"  stocks and a
tight  supply  of  municipal  bonds.  You  probably  know  people  who have sold
perfectly  good bonds (or bond funds) to get in on the action.  On average,  the
ever-more-scarce   bonds  have  outperformed  the  "dot.coms"  this  year.  This
outperformance  by bonds will continue if the growth rate of our economy  begins
to lose momentum.  Deficit spending by governments  around the world, a hallmark
of the prior 30 years, has turned into surplus accumulation since 1998. The U.S.
government,  which will pay off more than $200  billion of  treasury  bonds this
year,  leads the way. But it is not alone.  Municipal bond issuance is down over
30% from  last  year due to  swelling  tax  receipts  at most  state  and  local
government  entities.  California bonds are clearly more scarce.  We believe the
surpluses  have  crested.   Voters  favor  various  tax  cuts  and  demand  more
governmental  services.  California  budgets  a 17%  increase  in  general  fund
expenditures  and large tax rebates for the fiscal year  beginning July 1, 2000.
Stay tuned as the political drama unfolds.

Your  Thornburg  Limited  Term  California  Fund is a laddered  bond  portfolio,
consisting of over 140 municipal  obligations from various California  municipal
borrowers.  Approximately  94% of the  bonds are rated A or better by one of the
major rating agencies.  As you know, we "ladder" the maturity dates of the bonds
in your  portfolio  so that  some of the bonds  are  scheduled  to mature at par
during each of the coming years. As these bonds mature, we would look forward to
the chance to  reinvest  the  proceeds  at higher  yields,  should  they  become
available!  The following  chart  describes the  percentages of your fund's bond
portfolio maturing in each of the coming years:

Today, your fund's weighted average maturity is 4.4 years, and we always keep it
below 5 years.  When bond yields were higher last winter and spring, we extended
your average portfolio maturity slightly and improved the structure of your bond
ladder. Unless bond yields increase dramatically in the coming months, we intend
to keep your  average  portfolio  maturity  about  where it is.  Before the next
fiscal  year  ends,  Burch Ault will step down as a  director  of  Limited  Term
Municipal  Fund.  Mr. Ault has served  capably as a director since 1984, and has
acted as Chairman of the Audit Committee during a portion of that time. We thank
him. 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
5-star overall rating* for risk-adjusted performance. We 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 McMahon     George Strickland
Managing Director Managing Director

Statement of assets and liabilities
ASSETS

Investments at value (cost $102,468,541) ...................        $104,614,449
Cash .......................................................             349,861
Receivable for investments sold ............................              86,200
Receivable for fund shares sold ............................             128,989
Interest receivable ........................................           1,769,745
Prepaid expenses and other assets ..........................               1,324
         Total Assets ......................................         106,950,568

LIABILITIES

Payable for investments purchased ..........................           3,227,014
Payable for fund shares redeemed ...........................             213,788
Accounts payable and accrued expenses ......................             107,430
Accounts payable investment advisor (Note 3) ...............              49,504
Dividends Payable ..........................................             113,862
         Total Liabilities .................................           3,711,598

NET ASSETS .................................................        $103,238,970

NET ASSET VALUE:
Class A Shares:
Net asset value and redemption price per share ($90,034,988
applicable to 7,148,904 shares of beneficial interest
outstanding - Note 4) .....................................   $   12.59

Maximum sales charge, 1.50 % of offering
price (1.52% of net asset value per share) ................        0.19
Maximum Offering Price Per Share ..........................   $   12.78

Class C Shares:
Net asset value and offering price per share ($7,411,412
applicable to 587,957 shares of beneficial interest
outstanding - Note 4) .....................................   $   12.61

Class I Shares:
Net asset value, offering and redemption price per share
($5,792,570 applicable to 459,887 shares of beneficial
interest outstanding - Note 4) ............................   $   12.60

See notes to financial statements

Statement of operations
INVESTMENT INCOME:

Interest income (net of premium amortized of $647,274)
                                                                $ 6,280,329

EXPENSES:

Investment advisory fees (Note 3) ...........................       595,283
Administration fees (Note 3)
         Class A Shares .....................................       127,041
         Class C Shares .....................................         9,559
         Class I Shares .....................................         4,888
Distribution and service fees (Note 3)
         Class A Shares .....................................       254,083
         Class C Shares .....................................        76,408
Transfer agent fees .........................................        73,303
Custodian fees ..............................................        78,920
Registration and filing fees ................................           873
Professional fees ...........................................         5,802
Accounting fees .............................................        14,170
Director fees ...............................................         3,936
Other expenses ..............................................        11,121
                  Total Expenses ............................     1,255,387

Less:
         Expenses reimbursed by investment advisor (Note 3) .       (45,933)
         Distribution and service fees waived (Note 3) ......       (28,613)

                  Net Expenses ..............................     1,180,841

                  Net Investment Income .....................     5,099,488

REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (Note 5)

Net realized gain (loss) on investments sold ................      (512,176)
Increase (decrease) in unrealized appreciation of investments    (1,124,684)

                  Net Realized and Unrealized
                  Gain (Loss) on Investments ................    (1,636,860)

                  Net Increase in Net Assets
                  Resulting from Operations $ ...............     3,462,628




See notes to financial statements.

Statement of changes in net assets
                                         Year Ended             Year Ended
                                        June 30, 2000          June 30, 1999
INCREASE (DECREASE) IN NET ASSETS FROM:
OPERATIONS:

Net investment income                  $   5,099,488         $   5,610,044
Net realized gain (loss) on investments
sold                                        (512,176)              (9,464)
Increase (decrease) in unrealized
appreciation of investments               (1,124,684)          (1,587,651)

Net Increase in Net Assets Resulting
from Operations                            3,462,628            4,012,929

DIVIDENDS TO SHAREHOLDERS:
From net investment income
         Class A Shares ............      (4,354,634)          (4,843,588)
         Class C Shares ............        (296,223)            (296,971)
         Class I Shares ............        (448,631)            (469,485)

FUND SHARE TRANSACTIONS (Note 4):
         Class A Shares ............     (22,446,640)          (7,072,424)
         Class C Shares ............        (382,747)             141,905
         Class I Shares ............      (6,745,818)           4,620,695

Net Increase (Decrease) in Net Assets    (31,212,065)          (3,906,939)

NET ASSETS:
         Beginning of year .........     134,451,035          138,357,974

         End of year ...............   $ 103,238,970        $ 134,451,035

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,  2000  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 - Investment Advisory Fee and Other Transactions With Affiliates

Pursuant to an investment advisory agreement,  Thornburg Investment  Management,
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,
2000,  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, 2000,  the Adviser  voluntarily  reimbursed
certain class  specific  transfer agent fees of $20,185 for Class A, $12,217 for
Class C, and $13,531 for Class I, respectively.

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, 2000 the Distributor earned commissions  aggregating $0 from
the sale of Class A shares,  and  collected  contingent  deferred  sales charges
aggregating $1,640 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, 2000 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.

Notes to  financial  statements . . .  continued  Note 4 - Shares of  Beneficial
Interest

At June 30,  2000,  there  were an  unlimited  number of  shares  of  beneficial
interest authorized and capital paid-in aggregated $102,410,518. Transactions in
shares of beneficial interest were as follows:

                             Year Ended                      Year Ended
                           June 30, 2000                    June 30, 1999
Class A Shares          Shares        Amount           Shares         Amount

Shares sold            615,512    $  7,748,226       1,431,325    $ 18,540,509
Shares issued to shareholders in
reinvestment of
dividends              245,252       3,090,680         266,444       3,454,191
Shares repurchased  (2,641,614)    (33,285,546)     (2,245,597)    (29,067,124)

Net Increase
(Decrease)          (1,780,850)   ($22,446,640)       (547,828)   ($ 7,072,424)

Class C Shares

Shares sold             95,296    $  1,206,569         159,413    $  2,071,491
Shares issued to shareholders in
reinvestment dividends  17,330         218,603          17,406         225,869
Shares repurchased    (143,131)     (1,807,919)       (165,924)     (2,155,455)

Net Increase (Decrease)(30,505)   ($   382,747)         10,895    $    141,905

Class I Shares

Shares sold            213,006    $  2,694,520         571,518    $  7,407,462
Shares issued to shareholders in
reinvestment dividends  34,055         429,755          34,993         453,510

Shares repurchased    (785,126)     (9,870,093)       (250,814)     (3,240,277)

Net Increase (Decrease)(538,065)   ($ 6,745,818)       355,697    $  4,620,695

Note 5 - Securities Transactions

For the  year  ended  June  30,  2000,  the  Portfolio  had  purchase  and  sale
transactions  (excluding short-term  securities) of $25,010,176 and $53,206,832,
respectively.  The cost of investments  is the same for financial  reporting and
Federal income tax purposes.  At June 30, 2000 the net  unrealized  appreciation
was $2,145,908,  resulting from gross unrealized  appreciation of $2,328,356 and
$182,448 gross unrealized depreciation.

Accumulated  net  realized  losses from  security  transactions  included in net
assets at June 30, 2000  aggregated  $1,317,456.  At June 30, 2000, the Fund had
tax basis  capital  losses  which may be caried  over to offset  future  capital
gains. Such losses expire as follows:

Capital loss carryovers expiring in:
         2001     $2,000
         2002     314,000
         2003     94,000
         2004     374,000
         2008     206,000
                  $990,000

At June 30, 2000, the Fund had deferred capital losses  occurring  subsequent to
October 31, 1999, of $327,000.  For tax purposes,  such losses will be reflected
in the year ended June 30, 2001.

                                                Year Ended June 30:
                                        2000     1999     1998     1997    1996
CLASS A SHARES:

Net asset value, beginning of year   $ 12.75  $ 12.90  $ 12.75  $ 12.64  $ 12.61
Income from investment operations:
Net investment income                   0.54     0.53     0.55     0.57     0.58
Net realized and unrealized
gain (loss) on investments             (0.16)   (0.15)    0.15     0.11     0.03
Total from investment operations        0.38     0.38     0.70     0.68     0.61
Less dividends from:
         Net investment income         (0.54)   (0.53)   (0.55)   (0.57)  (0.58)

Change in net asset value              (0.16)   (0.15)    0.15     0.11     0.03

Net asset value, end of year        $  12.59  $ 12.75  $ 12.90  $ 12.75  $ 12.64

TOTAL RETURN (a)                        3.10%    2.97%    5.57%   5.47%    4.94%

RATIOS/SUPPLEMENTAL DATA Ratios to average net assets:

Net investment income                   4.28%    4.11%    4.25%   4.47%    4.59%
Expenses, after expense reductions      0.99%    0.99%    1.00%   1.00%    1.00%
Expenses, before expense reductions     1.01%    1.02%    1.04%   1.03%    1.05%

Portfolio turnover rate                21.34%   21.71%   21.21%  20.44%   22.68%

Net assets at end of year (000) $     90,035  $ 113,835 $122,231 $94,253 $94,379



(a) Sales loads are not reflected in computing total return.


CLASS C SHARES:

Net asset value, beginning of year $   12.76  $  12.91  $ 12.76 $ 12.65  $ 12.62
Income from investment operations:
Net investment income                   0.49      0.48     0.50    0.52     0.53
Net realized and unrealized
gain (loss) on investments             (0.15)    (0.15)    0.15    0.11     0.03

Total from investment operations        0.34      0.33     0.65    0.63     0.56

Less dividends from:
Net investment income                  (0.49)    (0.48)   (0.50)  (0.52)  (0.53)

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

Net asset value, end of year        $  12.61  $  12.76  $ 12.91  $12.76  $ 12.65

TOTAL RETURN (a)                        2.73%     2.56%   5.14%   5.06%    4.46%

RATIOS/SUPPLEMENTAL DATA Ratios to average net assets:

Net investment income                   3.88%     3.70%   3.85%   4.06%    4.16%
Expenses, after expense reductions      1.40%     1.40%   1.40%   1.40%    1.43%


Expenses, before expense reductions     1.94%     1.92%   1.97%   2.15%    2.92%


Portfolio turnover rate                21.34%    21.71%  21.21%  20.44%   22.68%

Net assets at end of year (000)   $    7,411$    7,892$  7,843$  5,882$    2,444

(a)  Sales loads are not reflected in computing total return.


CLASS I SHARES:

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

Income from investment operations:
Net investment income                   0.58       0.58     0.59    0.15
Net realized and unrealized
gain (loss) on investments             (0.15)     (0.15)    0.15    0.11

Total from investment operations        0.43       0.43     0.74    0.26
Less dividends from:
Net investment income                  (0.58)     (0.58)   (0.59)  (0.15)

Change in net asset value              (0.15)     (0.15)    0.15    0.11

Net asset value, end of year        $  12.60    $ 12.75  $ 12.90  $12.75

TOTAL RETURN (c)                       3.50%      3.33%    5.93%    2.07%

RATIOS/SUPPLEMENTAL DATA Ratios to average net assets:

Net investment income                  4.60%      4.45%    4.60%    4.77%(b)
Expenses, after expense reductions     0.65%      0.65%    0.65%    0.63%(b)
Expenses, before expense reductions    0.79%      0.78%    0.92%    1.32%(b)

Portfolio turnover rate               21.34%     21.71%   21.21%   20.44%

Net assets at end of year (000)   $    5,793  $  12,724  $8,284   $ 3,949


(a)  Sales of Class I shares commenced on April 1, 1997.
(b) Annualized.
(c) Not annualized for periods less than one year.

<TABLE>
Schedule of Investments

Thornburg Limited Term Municipal Fund, Inc. - California Portfolio
<CAPTION>

June 30, 2000 CUSIPS:  Class A - 532-723-202,  Class C - 532-723-707,  Class I -
532-723-889 NASDAQ Symbols: Class A - LTCAX, Class C - LTCCX, Class I - LTCIX

<S>                     <C>                                                                      <C>                 <C>
1,000,000               Alameda County Certificates of Participation, 6.25% due 6/1/2006,        A2/NR                $1,054,710
                        pre-refunded6/1/99 @ 102
615,000                 Alameda-Contra Costa Transit District Refunding Certificate of           Baa/BBB-             616,292
                        ParticipationSeries 1989, 7.20% due 8/1/2000
130,000                 Albany Public Facilities Financing Authority Lease Revenue, 6.60% due    Baa1/NR              130,514
                        9/1/2000(Library Community Center Project) (ETM)
295,000                 Alum Rock Union Elementary School District General Obligation            Aaa/AAA              350,230
                        Refunding Bonds,8.00% due 9/1/2006 (Insured: FGIC)
380,000                 Alum Rock Union Elementary School District General Obligation            Aaa/AAA              458,626
                        Refunding Bonds,8.00% due 9/1/2007 (Insured: FGIC)
1,000,000               Berkeley Health Facility Revenue, 6.55% due 12/1/2022, pre-refunded      A2/A+                1,070,130
                        12/1/02 @102 (Alta Bates Medical Center Project)
1,805,000               California Educational Facilities Authority Revenue, 5.60% due           Aa2/AA+              1,856,695
                        10/1/2002 (U.S.C.Project)
160,000                 California Educational Facilities Authority Revenue, 6.10% due           Baa2/NR              161,790
                        6/1/2008 (KeckGraduate Institute Project)
170,000                 California Educational Facilities Authority Revenue, 6.10% due           Baa2/NR              171,619
                        6/1/2009 (KeckGraduate Institute Project)
500,000                 California Educational Facilities Authority Revenue Series 1993, 5.15%   A1/NR                510,950
                        due9/1/2003 (Santa Clara University Project)
500,000                 California Health Facilities Financing Authority Revenue, 5.30% due      NR/BBB+              493,065
                        5/15/2004(Downey Community Hospital Project)
700,000                 California Health Facilities Financing Revenue, 6.40% due 10/1/2005      A1/AA-               738,598
505,000                 California HFA, 5.25% due 8/1/2000 (Marin General Hospital Project;      Aaa/AAA              505,384
                        Insured:FSA)
670,000                 California HFA Revenue Series 1985-B, 9.875% due 2/1/2017                Aa/AA-               706,790
1,000,000               California HFA Secured Revenue Series 1991, 6.65% due 9/1/2001 (Good     Ba1/BBB              1,006,980
                        SamaritanHospital Project)
10,000                  California HFA Single Family Mortgage Revenue Series 1982-A, 10.00%      Aa/AA-               10,001
                        due 2/1/2002
1,220,000               California Infrastructure & Economic, 5.35% due 12/1/2009 (American      NR/A                 1,241,618
                        Center ForWine Food Arts Project)
2,650,000               California Pollution Control Solid Waste Authority, 6.75% due 7/1/2011   Aaa/NR               2,807,781
200,000                 California Rural HMFA Single Family Mortgage Revenue, 5.65% due          NR/AAA               200,652
                        6/1/2010
500,000                 California State, 6.40% due 2/1/2006 (Insured: MBIA)                     Aaa/AAA              547,940
2,000,000               California State, 7.50% due 10/1/2007 (Insured: MBIA)                    Aaa/AAA              2,357,420
1,500,000               California State, 5.50% due 3/1/2012                                     Aaa/AAA              1,540,245
300,000                 California State General Obligation, 6.75% due 5/1/2002                  Aa3/AA-              312,819
500,000                 California State General Obligation, 9.50% due 5/1/2003                  Aa3/AA-              566,815
1,000,000               California State General Obligation, 9.50% due 2/1/2010                  Aa3/AA-              1,341,150
5,000                   California State Public Works High Technology, 7.375% due 4/1/2006       Aa3/A+               5,389
850,000                 California State University Revenue, 6.40% due 11/1/2002 crossover       A1/A+                872,559
                        refunded11/1/00 @102
67,881                  California State Veterans General Obligation Amortizing Coupon           NR/NR                70,659
                        M-COATES, 7.30%due 10/1/2001
1,000,000               California Statewide Community Development Authority Certificate         NR/NR                1,056,960
                        ofParticipation, 5.90% due 4/1/2009
1,000,000               California Statewide Community Development Authority Certificates        Aaa/AAA              988,680
                        ofParticipation, 1.35% due 1/1/2001 (Motion Picture and Televison Fund
                        Project;Insured: AMBAC)
275,000                 California Statewide Community Development Authority Insured Health      NR/AAA               279,612
                        FacilitiesRevenue Series 1992, Certificate of Participation, 6.40% due
                        5/1/2002 (EskatonProperties Incorporated Phase II Project) (ETM)
1,000,000               California Statewide Community Development Authority Insured Health      NR/NR                1,046,320
                        FacilityRevenue Series 1996-A, 6.00% due 9/1/2004 (San Gabriel Medical
                        Center Project)
1,390,000               California Veteran Affairs Home Purchases Revenue Series A, 6.55% due    Aa2/AA-              1,423,569
                        8/1/2001 (ETM)
1,000,000               Capistrano Unified School District Number 92-1 Community Facilities      NR/NR                1,152,930
                        DistrictSpecial Tax, 7.10% due 9/1/2021
205,000                 Central Valley School Districts Financing Authority, 0% due 2/1/2007     Aaa/AAA              149,900
                        (Insured:MBIA)
1,000,000               Coalinga Certificates Participation, 7.00% due 4/1/2010                  NR/A-                1,024,920
660,000                 Cupertino Public Facilities Corp. Certificates of  Participation         A1/A+                660,020
                        Series 1992-B,5.60% due 7/1/2000
1,000,000               Duarte Certificates of Participation, 6.25% due 4/1/2023 (Hope           Baa1/AAA             1,067,290
                        National MedicalCenter Project)
2,020,000               Escondido Multi Family Housing Revenue Refunding Bond Series 1997-A,     NR/AAA               2,031,696
                        5.40% due1/1/2027 put 7/1/07 (Terrace Gardens Project; Collateralized:
                        FNMA)
315,000                 Foothill De Anza Community College District Certificates of              NR/A-                335,062
                        Participation, 7.35%due 3/1/2007
1,490,000               Glendale Hospital Revenue Series 1994, 7.625% due 1/1/2005 (Verdugo      NR/A+                1,587,714
                        HillsProject; Guarantee: Industrial Indemnity)
575,000                 Hawaiian Gardens California Redevelopment Agency Refunding, 5.50% due    NR/BBB+              571,912
                        12/1/2008
1,000,000               Hawaiian Gardens Redevelopment Agency Project Tax Allocation, 0% due     NR/BBB-              347,270
                        12/1/2016
70,000                  Hayward Unified School District Certificate of Participation, 7.60%      Baa/NR               70,508
                        due10/1/2000
605,000                 Inglewood Certificates Participation, 6.70% due 8/1/2000                 Baa3/BBB-            606,222
635,000                 Inglewood Certificates Participation, 6.80% due 8/1/2001                 Baa3/BBB-            651,999
690,000                 Inglewood Certificates Participation, 6.90% due 8/1/2002                 Baa3/BBB-            722,368
1,000,000               Irwindale Community Redevelopment Agency, 6.60% due 8/1/2018,            Baa3/NR              1,096,420
                        pre-refunded8/1/05
165,000                 Kern High School District, 7.00% due 8/1/2010  (ETM)                     A/NR                 194,469
680,000                 Kern High School District Series B, 9.00% due 8/1/2006  (ETM)            Aaa/AAA              843,744
250,000                 Los Angeles Certificates of Participation, 0% due 9/1/2003               A3/BBB+              213,845
5,000                   Los Angeles Convention & Exhibition Center, 9.00% due 12/1/2020,         Aaa/AAA              6,101
                        pre-refunded12/1/05
500,000                 Los Angeles County Certificates of Participation, 0% due 10/1/2001       Baa1/BBB+            469,145
245,000                 Los Angeles County Certificates of Participation, 0% due 10/1/2002       Baa1/BBB+            217,239
700,000                 Los Angeles County Certificates of Participation, 0% due 4/1/2003        Baa1/BBB+            602,721
1,500,000               Los Angeles Unified School District Certificate of Participation,        A2/A                 1,547,655
                        6.30% due6/1/2002
500,000                 Los Angeles Water and Power, 9.00% due 9/1/2004                          Aa3/A+               573,600
375,000                 Marysville Hospital Revenue, 6.00% due 1/1/2004 (Freemont - Rideout      Aaa/AAA              396,810
                        Health GroupProject; Insured: AMBAC)
485,000                 Mayers Memorial Hospital District Health Facilities Revenue Insured      NR/AA-               491,470
                        Series A,5.375% due 6/1/2009
460,000                 Midpeninsula Regional Open Space District Certificate of                 NR/A                 460,202
                        Participation, 4.80%due 9/1/2000
1,205,000               Moorpark Mobile Home Park Revenue Series A, 5.80% due 5/15/2010(Villa    NR/A                 1,218,448
                        DelawareArroyo Project)
835,000                 Morgan Hill Unified School District Certificate of Participation         A1/NR                835,292
                        Series 1993,5.00% due 8/1/2000
330,000                 New Haven USD Certificates of Participation, 7.30% due 12/1/2001         NR/A-                333,587
355,000                 New Haven USD Certificates of Participation, 7.30% due 12/1/2002         NR/A-                358,859
380,000                 New Haven USD Certificates of Participation, 7.40% due 12/1/2003         NR/A-                384,286
410,000                 New Haven USD Certificates of Participation, 7.40% due 12/1/2004         NR/A-                414,625
360,000                 Northern California Power Agency Public Power Revenue, 5.65% due         Baa2/A-              383,965
                        7/1/2007(Geothermal Project 3 A) (ETM)
340,000                 Northern California Power Agency Public Power Revenue, 5.65% due         Baa2/A-              350,292
                        7/1/2007
100,000                 Oakland Redevelopment Agency, 7.40% due 5/1/2007 (Insured: AMBAC)        Aaa/AAA              101,245
1,000,000               Orange County Airport Revenue Bond, 6.00% due 7/1/2007 (Insured: MBIA)   Aaa/AAA              1,073,110
1,550,000               Orange County Local Transportation Authority Sales Tax Rev, 5.70% due    Aa3/AA+              1,602,452
                        2/15/2003
1,050,000               Orange County Local Transportation Authority Sales Tax Rev, 5.75% due    Aa3/AA+              1,092,010
                        2/15/2004
510,000                 Orange County Local Transportation Authority Sales Tax Rev, 6.00% due    Aa3/AA+              548,138
                        2/15/2006
900,000                 Orange County Local Transportation Authority Sales Tax Revenue, 5.50%    Aa3/AA+              906,984
                        due2/15/2001
1,445,000               Orange County Multi Family Housing Revenue, 5.60% due 10/1/2027,         NR/AAA               1,449,191
                        mandatory put10/1/05 (Villa Santiago Rehab Project; FNMA:
                        Collateralized)
2,000,000               Orange County Recovery Certificates of Participation Series A, 5.50%     Aaa/AAA              2,047,120
                        due7/1/2002 (Insured: MBIA)
1,100,000               Orange County Refunding Recovery, 5.10% due 6/1/2002 (Insured : MBIA)    Aaa/AAA              1,117,424
2,000,000               Orange County Refunding Recovery, 6.50% due 6/1/2004 (Insured: MBIA)     Aaa/AAA              2,151,840
2,000,000               Orange County Refunding Recovery, 6.50% due 6/1/2005 (Insured: MBIA)     Aaa/AAA              2,182,040
915,000                 Orange County Refunding Recovery A, 5.20% due 6/1/2003 (ETM)             Aaa/AAA              937,838
1,085,000               Orange County Unrefunded Balance Refunding Recovery A, 5.20% due         Aaa/AAA              1,111,181
                        6/1/2003(Insured: MBIA)
500,000                 Oroville Hospital Revenue, 5.50% due 12/1/2007                           Aaa/AAA              527,030
510,000                 Paramount Unified School District Certificates of Participation, 0%      Aaa/AAA              505,981
                        due 9/1/2014(Insured: FSA)
1,000,000               Piedmont Unified School District Series B, 0% due 8/1/2013               Aa3/NR               474,510
1,000,000               Pleasanton Unified School District Series B, 0% due 8/1/2016 (Insured:   Aaa/AAA              395,530
                        MBIA)
580,000                 Pomona Unified School District General Obligation, 5.35% due 2/1/2005    Aaa/AAA              602,637
                        (Insured:MBIA)
340,000                 Pomona Unified School District General Obligation, 5.40% due 8/1/2005    Aaa/AAA              355,331
                        (Insured:MBIA)
320,000                 Pomona Unified School District Refunding Series A, 6.10% due 2/1/2010    Aaa/AAA              353,200
                        (Insured:MBIA)
915,000                 Redwood City Multi Family Housing Revenue Series 1985-B, 5.20% due       NR/A                 914,991
                        10/1/2008 put10/1/00 (Redwood Shores Apartments Projects; Insured:
                        Continental Casualty)
500,000                 Richmond Joint Powers Financing Authority Revenue Series A, 5.20% due    NR/A                 509,660
                        5/15/2005
560,000                 Sacramento County Sanitation District Financing Authority Revenue        Aa3/AA               603,870
                        Series A,5.75% due 12/1/2009
2,000,000               Sacramento County Tax And Revenue Anticipation Notes, 5.00% due          MIG1/SP1+            2,014,900
                        10/4/2001
295,000                 Sacramento Financing Authority Series 1991, 6.30% due 11/1/2002          A2/A+                306,296
860,000                 Sacramento Multi Family Housing Revenue, 5.875% due 2/1/2008 put         NR/AAA               860,447
                        12/1/03(Fairways 1 Apartments Project; Collateralized: FNMA)
1,000,000               Sacramento Reg. Transportation Authority Certificate of Participation,   A1/NR                1,011,270
                        6.25% due3/1/2001
2,000,000               Salinas Redevelopment Agency Tax Allocation Series A, 0% due 11/1/2022   Aaa/AAA              537,460
                        (Insured:FSA)
1,305,000               San Diego County Certificates Participation, 5.25% due 8/15/2006         Aaa/AAA              1,359,653
                        (Insured: MBIA)
500,000                 San Diego County Certificates Participation Refunding, 6.50%             A1/A+                518,930
                        due8/1/2007(Interim Justice Facilities Project)
1,800,000               San Diego County Water Authority Certificate of Participation, 6.125%    Aa3/AA-              1,862,478
                        due5/1/2003
1,000,000               San Francisco Bay Area Transit Bridge Toll Notes, 5.625% due 8/1/2006    NR/A                 1,035,580
255,000                 San Francisco City and County Redevelopment Lease Revenue, 0% due        A1/A+                254,967
                        7/1/2000
40,000                  San Francisco City and County Refunding Series Sec. 8, 6.125% due        Aaa/AAA              40,058
                        7/1/2002(Insured: MBIA/FHA)
1,440,000               San Joaquin County Certificates of Participation, 5.60% due 9/1/2000     A2/A-                1,443,125
                        (GeneralHospital Project)
895,000                 San Joaquin County Certificates of Participation, 5.90% due 9/1/2003     A2/A-                933,977
                        (GeneralHospital Project)
2,200,000               San Jose Evergreen Community College District Series C, 0% due           Aaa/AAA              1,214,466
                        9/1/2011(Insured: AMBAC)
2,000,000               Santa Ana Multi Family Housing Revenue Bonds Series B, 5.65% due         NR/AAA               2,025,580
                        11/1/2021 put11/1/06 (FNMA Collateralized)
500,000                 Santa Clara Certificates of Participation, 7.75% due 2/1/2002            Aaa/AAA              526,140
                        (Insured: MBIA)
315,000                 Santa Monica Community College District Certificates of Participation,   NR/A                 322,963
                        7.65% due5/1/2001 (Rancho Corrales Project)
750,000                 Snowline Joint Unified School District Certificates of Participation,    NR/BBB               801,218
                        7.25% due4/1/2018, pre-refunded 4/01/02 @ 102
810,000                 Sonoma County Certificates of Participation Public Works Improvement     NR/A+                810,640
                        Program,5.40% due 8/1/2000 (Integrated Waste Project)
950,000                 Sonoma County Certificates of Participation Public Works Improvement     NR/A+                960,440
                        Program,5.80% due 8/1/2003 (Integrated Waste Project)
1,435,000               South Orange County Public Finance Authority Special Tax Revenue,        Aaa/AAA              1,602,909
                        7.00% due9/1/2005 (Insured: MBIA)
190,000                 Southern California Public Power Authority Power Project Revenue         A2/A                 194,108
                        UnrefundedBalance, 6.75% due 7/1/2001
995,000                 Stanton Multi Family Housing Revenue Bond Series 1997, 5.625% due        NR/AAA               996,702
                        8/1/2029 put8/1/09 (Continental Gardens Project; Collateralized: FNMA)
500,000                 Sulphur Springs Union School District General Obligation, 5.70% due      NR/A                 504,505
                        3/1/2001
450,000                 Sunline Transit Agency Certificate of Participation California Transit   A/NR                 458,613
                        FinanceCorporation Series A, 5.50% due 7/1/2002
900,000                 Sweetwater Union High School District COP, 6.40% due 11/1/2001           Baa1/BBB+            910,116
210,000                 Temecula Community Services District Certificates of Participation       NR/A                 210,737
                        Series 1992,6.00% due 10/1/2000 (Community Recreation Center Project)
255,000                 Torrence USD Certificates of Participation, 6.10% due 10/1/2000          A3/NR                256,035
1,000,000               Tracy Certificates of  Participation, 7.00% due 10/1/2027,               NR/NR                1,053,100
                        pre-refunded 10/1/01
1,600,000               University of California Regents Certificates of Participation Series    Aaa/AAA              1,647,120
                        1996,5.45% due 6/1/2003 (Various Capital Projects; Insured: MBIA)
500,000                 University of California Research Facilities Revenue, 8.00% due          Aaa/AAA              506,120
                        11/1/2000(Insured: MBIA)
870,000                 University of California Research Facilities Revenue, 5.25% due          NR/A+                881,310
                        9/1/2002
1,200,000               Upland Certificates Participation Water, 5.75% due 1/1/2007(San          NR/A                 1,229,376
                        AntonioCommunity Hospital Project)
800,000                 Walnut Valley Unified School District, 9.00% due 8/1/2006  (ETM)         Aaa/AAA              992,640
1,000,000               Walnut Valley Unified School District, 8.75% due 8/1/2010  (ETM)         Aaa/AAA              1,322,480
245,000                 Walnut Valley Unified School District Series A, 6.70% due 8/1/2005       Aaa/AAA              270,208
                        (Insured:MBIA)
250,000                 Walnut Valley Unified School District Series A, 6.80% due 2/1/2007       Aaa/AAA              281,630
                        (Insured:MBIA)
250,000                 Walnut Valley Unified School District Series A, 6.90% due 2/1/2008       Aaa/AAA              285,738
                        (Insured:MBIA)
100,000                 Walnut Valley Unified School District Series A, 7.00% due 8/1/2008       Aaa/AAA              115,683
                        (Insured:MBIA)
450,000                 Washington Township Health Care District Revenue, 5.00% due 7/1/2009     A2/NR                445,824
495,000                 Yorba Linda Public Financing Authority Certificates of Participation,    A3/NR                498,326
                        7.00% due11/1/2000 (Recycling Equipment Project)
650,000                 Yuba City Unified School District Certificates of Participation, 6.70%   Baa1/NR              672,120
                        due2/1/2013, pre-refunded 2/1/01 @ 102

                        TOTAL INVESTMENTS (Cost $102,468,541)                                                         $ 104,614,449
<FN>

+                       Credit ratings are unaudited.
                        See notes to financial statements.
</FN>
</TABLE>


+Credit ratings are unaudited.
See notes to financial statements.

report OF Independent ACCOUNTANTS
To the Board of Directors and Shareholders of
Thornburg Limited Term Municipal Fund, Inc. - California Portfolio

In our opinion, the accompanying statement of assets and liabilities,  including
the schedule of  investments,  and the related  statements of operations  and of
changes  in net assets  and the  financial  highlights  present  fairly,  in all
material  respects,  the financial  position of Thornburg Limited Term Municipal
Fund, Inc. - California  Portfolio ("the Fund") at June 30, 2000, the results of
its operations,  the changes in its net assets, and the financial highlights for
the year then ended, in conformity with accounting principles generally accepted
in the United  States.  These  financial  statements  and  financial  highlights
(hereafter referred to as "financial  statements") are the responsibility of the
Fund's  management;  our  responsibility  is to  express  an  opinion  on  these
financial  statements  based  on our  audit.  We  conducted  our  audit of these
financial statements in accordance with auditing standards generally accepted in
the United  States,  which  require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audit,   which  included   confirmation  of  securities  at  June  30,  2000  by
correspondence  with the custodian and brokers,  provides a reasonable basis for
the opinion  expressed above.  The financial  statements for the year ended June
30, 1999, including the financial highlights for each of the periods ended prior
to July 1, 1999,  were  audited by other  independent  accountants  whose report
dated  July 27,  1999  expressed  an  unqualified  opinion  on  those  financial
statements.

PricewaterhouseCoopers LLP

New York, New York
July 28, 2000

CHANGE IN Independent accountants
On August 13, 1999,  McGladrey & Pullen, LLP (McGladrey) resigned as independent
auditors of the Fund  pursuant to an  agreement  by  PricewaterhouseCoopers  LLP
(PwC) to acquire McGladrey's investment company practice. The McGladrey partners
and  professionals  serving the Fund at the time of the acquisition  joined PwC.
The reports of McGladrey on the financial statements of the Fund during the past
two fiscal years contained no adverse opinion or disclaimer of opinion, and were
not  qualified  or  modified  as  to  uncertainty,  audit  scope  or  accounting
principles.  In connection  with its audits for the two most recent fiscal years
and through August 13, 1999, there were no  disagreements  with McGladrey on any
matter of accounting principle or practices,  financial statement disclosure, or
auditing  scope  or  procedure,  which  disagreements,  if not  resolved  to the
satisfaction  of McGladrey would have caused it to make reference to the subject
matter of disagreement  in connection with its report.  On December 6, 1999, the
Fund,  with the  approval  of its Board of  Directors  and its Audit  Committee,
engaged PwC as its independent auditor.

Index Comparisons

LIMITED TERM CALIFORNIA FUND
Index Comparison

Compares  performance of Limited Term California Fund, the Lehman 5-Year General
Obligation  Bond Index and the Consumer  Price Index for periods ending June 30,
2000.  On June 30, 2000,  the weighted  average  securities  ratings of both the
Index and the Fund were AA and the weighted average portfolio  maturities of the
Index and the Fund were 5.0 years and 4.4 years, respectively.  Past performance
of the Index and the Fund may not be indicative of future performance.

Class A Shares

Average Annual Total Returns (at max. offering price) (periods ending 6.30.00)
One year:                  1.55%
Five years:                4.09%
Ten years:                 5.17%
Since inception (2.19.87)  5.47%


Class C Shares

Average Annual Total Returns (periods ending 6.30.00)
One year:                  2.73%
Five years:                3.98%
From inception (9.1.94):   4.10%
Investment Manager
Thornburg Investment Management, 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



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