THORNBURG INVESTMENT TRUST
N-30D, 1996-05-21
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l e t t e r  t o  s h a r e h o l d e r s
119 East Marcy Street, Santa Fe, New Mexico 87501 l (505) 984-0200
April 30, 1996

Dear Fellow Shareholder:

The 6-month  period  ending  March 31, 1996  continued a period of change in the
bond  market.  Interest  rates  fell  sharply  in late  1995,  only to  increase
significantly in 1996 to date. The net asset value of the A shares decreased one
cent per share to $13.17 in the six months  ended  March 31,  1996.  If you were
with us for the entire period,  you received  dividends of 33.9 cents per share.
If you reinvest your dividends, you received 34.3 cents per share. Investors who
owned C shares  received  dividends  of 31.3 or 31.6  cents per  share,  if they
re-invested their dividends.

Your fund is a managed bond portfolio.  Its performance  over the last year is a
total of all the stories of the  individual  bonds in our  portfolio  plus a few
that we traded during the period.  One typical story  pertains to our investment
in $1,000,000 of the Penn, Indiana High School Building  Corporation 6.00% bonds
due 6/15/2003.

The  graph on this page  compares  the price  change of  Thornburg  Intermediate
Municipal Fund with the price change in the Penn School  Building  bond.  Recall
from my last  letter  to you that on  December  31,  1993  this  bond was  worth
108.229% of its $1 million  maturity  amount at a then market yield of 4.84%. By
September 30, 1994 an increase in its market yield to 5.70%  decreased the price
of the bond to 102.026% of its maturity  value.  The bond price dipped even more
in late 1994 before recovering  noticeably last year. On March 31, 1996 the Penn
bond was valued at 105.5% of its maturity amount to yield 5.07%. In general, the
price volatility of your Fund was less than that of the single bond.

Nothing has happened in the last several years of fluctuating  interest rates to
change the ultimate  maturity  value of this bond or other bonds you own through
your  investment in this fund.  What has changed?  The interim  market prices of
these bonds moved lower through most of 1994,  before recovering during 1995. So
far in 1996,  the interim market prices of the bonds in your fund portfolio have
decreased.  These  fluctuations  in interim market prices of bonds are useful by
providing signals for when to buy more bonds. When bond prices drop sharply,  it
is usually a good time to buy more.

Your  portfolio  includes  approximately  225 bonds  from 41  states  and 2 U.S.
territories,  74% of which are  rated A or  better  by one of the  major  rating
agencies.  Your bond  portfolio  in  Thornburg  Intermediate  Municipal  Fund is
laddered to give a current dollar-weighted average maturity of approximately 7.5
years.  This is shorter than the 10-year maximum average maturity  permitted for
your fund.  If higher  yields and lower bond  prices  continue,  we have room to
extend your average portfolio maturity and improve the fund yield.

Many  municipal  bonds  issued  between  1983 and 1988 are being paid off early.
Money to pay off these bonds prior to maturity has already been raised.  You may
own municipal  bonds or unit trusts which are being  redeemed.  Please  remember
that you can easily  maintain your  municipal  bond  portfolio by  authorizing a
simple,  automatic transfer from your checking account to Thornburg Intermediate
Municipal Fund.

We believe the investment program of your fund is a thoroughly sensible one over
time. At today's market prices and yields to maturity, the kinds of bond you own
in this  fund  look  attractive  to me.  Thank you for  investing  in  Thornburg
Intermediate Municipal Fund.



Sincerely,




Brian J. McMahon
Managing Director


s t a t e m e n t  o f  a s s e t s  a n d  l i a b i l i t i e s

Thornburg Intermediate Municipal Fund
March 31, 1996
(unaudited)

ASSETS

Investments, at value (cost $236,723,430) ........   $246,953,329   
Cash                                                       58,561
Interest receivable ..............................      4,329,424
Receivable for fund shares sold ..................        252,336   
Receivable for securities sold                            795,000
Prepaid expenses and other assets ................         30,602
                                 TOTAL ASSETS ....    252,419,252
LIABILITIES

Payable for investments purchased ................      4,500,687
Payable for fund shares redeemed 109,930
Dividends payable ................................        410,227
Accounts payable investment adviser ..............        111,812
Accounts payable and accrued expenses ............        197,837

                                 TOTAL LIABILITIES      5,330,493
NET ASSETS .......................................   $247,088,759
NET ASSET VALUE:

Class A Shares:
Net asset value and redemption price per share
($241,427,028 applicable to 18,332,311 shares of 
 beneficial interest outstanding)                                      $13.17

Maximum sales charge, 3.50% of offering
price (3.63% of net asset value per share)                                .48

                                 Maximum Offering Price Per Share      $13.65

Class C Shares:
Net asset value and offering price per share*
($5,661,731 applicable to 429,346 shares of 
 beneficial interest outstanding)                                      $13.19

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

See notes to financial statements.

s t a t e m e n t  o f  o p e r a t i o n s

Thornburg Intermediate Municipal Fund
Six Month Period Ended March 31, 1996
(unaudited)

INVESTMENT INCOME
Interest income (net of premium amortized
  of $232,847) ..................................................   $ 7,323,432

EXPENSES .................................................................   
Investment advisory fees (Note 3) .. ............................       751,323
Distribution fees (Note 3)
     Class A Shares .............................................       294,503
     Class C Shares ................. ...........................        14,463
Transfer agent fees .............................................        95,984
Custodian fees ..................................................        77,445
Registration and filing fees ....................................        31,100
Professional fees ...............................................        18,150
Accounting fees .................................................        12,955
Insurance .......................................................         3,291
Trustee's fees and expenses .......... ..........................         2,013
Other expenses ..................................................         9,130

       TOTAL EXPENSES ...........................................     1,310,357
Less:
   Investment advisory fees deferred by
       investment adviser  (Note 3) .............................       (98,610)

       NET EXPENSES .............................................     1,211,747

       NET INVESTMENT INCOME ....................................     6,111,685

REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
Net realized loss on investments sold ...........................       (57,567)
Decrease in unrealized appreciation of investments ..............      (329,859)
       NET REALIZED AND UNREALIZED
                    LOSS ON INVESTMENTS .........................      (387,426)
       NET INCREASE IN NET ASSETS RESULTING
             FROM OPERATIONS                                         $5,724,259 

See notes to financial statements 


s t a t e m e n t s  o f  c h a n g e s  i n  n e t  a s s e t s

Thornburg Intermediate Municipal Fund
 (unaudited)

                                          Six Month Period    Year Ended
                                       Ended March 31, 1996  September 30, 1995

INCREASE (DECREASE) IN
NET ASSETS FROM:

OPERATIONS:
Net investment income                        $6,111,685             $11,466,564
Net realized loss on investments sold           (57,567)             (2,097,030)
Increase (Decrease) in unrealized appreciation
of investments                                 (329,859)              9,826,700

        NET INCREASE IN NET ASSETS
        RESULTING FROM OPERATIONS             5,724,259              19,196,234
DIVIDENDS TO SHAREHOLDERS:
From net investment income
   Class A Shares                            (5,998,501)            (11,325,918)
   Class B Shares                                    --                 (49,201)
   Class C Shares                              (113,184)                (91,445)

FUND SHARE TRANSACTIONS --(Note 4)
   Class A Shares                            13,909,247              12,586,727
   Class B Shares                                    --                (373,244)
   Class C Shares                             1,684,861               3,739,329

NET INCREASE IN NET ASSETS                   15,206,682              23,682,482

NET ASSETS:
      Beginning of period                   231,882,077             208,199,595
      End of period                        $247,088,759            $231,882,077
See notes to financial statements.

n o t e s  t o  f i n a n c i a l  s t a t e m e n t s

Thornburg Intermediate Municipal Fund

Note 1 - ORGANIZATION

Thornburg  Intermediate  Municipal  Fund (the "Fund"),  is a series of Thornburg
Investment Trust (the "Trust",  formerly known as Thornburg  Income Trust).  The
Trust is organized as a  Massachusetts  business  trust under a  Declaration  of
Trust dated June 3, 1987 and is registered as a diversified, open-end management
investment  company under the  Investment  Company Act of 1940, as amended.  The
Trust is  currently  issuing  five  series of shares of  beneficial  interest in
addition to those of the Fund:  Thornburg  Limited  Term U.S.  Government  Fund,
Thornburg New Mexico Intermediate  Municipal Fund, Thornburg Limited Term Income
Fund,  Thornburg Florida  Intermediate  Municipal Fund and Thornburg Value Fund.
Each series is  considered to be a separate  entity for financial  reporting and
tax purposes.

On  September  1, 1994 the  Funds  began  offering  three  classes  of shares of
beneficial interest, Class A, Class B and Class C shares. All shares outstanding
prior to September 1, 1994 are considered Class A shares. On September 28, 1995,
all  existing  Class B shares were  converted  at net asset  value,  without the
imposition  of a deferred  sales  charge,  into Class A shares of an  equivalent
value. The Fund no longer offers Class B shares.  Each class of shares of a Fund
represents an interest in the same portfolio of investments of the Fund,  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 B shares
were sold at net asset value without a sales charge at the time of purchase, but
were subject to a contingent  deferred  sales charge upon  redemption,  and bore
both a service fee and a distribution  fee, (iii) Class C shares are sold at net
asset  value  without a sales  charge at the time of  purchase,  but,  effective
October  2, 1995,  are  subject  to a  contingent  deferred  sales  charge  upon
redemption  within one year, and bear both a service fee and a distribution fee,
and  (iv)  the  respective  classes  have  different  reinvestment   privileges.
Additionally,  each Fund 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 Funds are limited to
distribution fees and minor custody and transfer agent expenses.

Note 2 - SIGNIFICANT  ACCOUNTING POLICIES Significant accounting policies of the
Fund are as follows:
Valuation of Investments:  In determining net asset value,  the Fund utilizes an
independent pricing service approved by the Trustees. 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 Fund are reviewed
by the  officers  of the Fund under the  general  supervision  of the  Trustees.
Short-term obligations having remaining maturities of 60 days or less are valued
at amortized cost, which approximates market 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 Fund for the
period  ended March 31,  1996  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 on a when-issued  basis,  it will
record the transaction and reflect the value in determining its net asset value.
When effecting such transactions,  assets of the Fund of an amount sufficient to
make payment for the portfolio  securities to be purchased will be segregated on
the Fund's records at 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 Fund 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 Fund 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 over the life of the respective  securities.
Realized  gains  and  losses  from the sale of  securities  are  recorded  on an
identified cost basis. Deferred Expenses:  Organizational expenses were deferred
and are being amortized on a straight-line  basis over a 60-month period. 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 the investment  advisory  agreement,  Thornburg  Management Company,
Inc. (the "Adviser")  provides  investment  management and advisory services for
which fees are  computed at the rate of five eighths of one percent per annum of
the average daily net assets of the Fund. As of September 1, 1994,  the advisory
agreement was modified to provide for a sliding scale fee that declines from 5/8
of 1% to 4/10 of 1% when the Fund's average net assets exceed $500 million.  The
investment  advisory agreement provides that if, with respect to any fiscal year
of the Fund, its total operating expenses  (including  investment advisory fees,
but  excluding  interest,   taxes,  brokerage  commissions,   and  extraordinary
expenses)  exceed the most  restrictive  of the expense  limitations  imposed by
state  securities  commissions  of the  states in which the Fund  currently  has
registered its securities for sale, the investment advisory fees for that fiscal
year will be reduced or the Adviser  will assume  certain  Fund  expenses by the
amount of such  excess.  For the  period  ended  March  31,  1996,  the  Adviser
voluntarily  deferred a portion of its advisory fee amounting to $98,610.  These
expenses may be repaid to the Adviser by the Fund,  however such  repayment will
depend upon the overall level of Fund expenses for the entire fiscal year ending
September 30, 1996.

The Fund has an  underwriting  agreement with Thornburg  Securities  Corporation
(the  "Distributor"),  which acts as the  Distributor of Fund's shares.  For the
period ended March 31, 1996,  the  Distributor  earned  commissions  aggregating
$41,016 from the sale of Class A shares and collected  contingent deferred sales
charges aggregating $220 from redemptions of Class C shares of the Fund.

Pursuant to a Service Plan,  under Rule 12b-1 of the  Investment  Company Act of
1940,  the Fund may  reimburse  to the Adviser an amount not to exceed .25 of 1%
per annum of the Fund's  average net assets 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 Fund's shares.

The Fund has also adopted a Distribution Plan pursuant to Rule 12b-1, applicable
only to the Fund's Class B and Class C shares under which the Fund can reimburse
the  Distributor  for certain  distribution  expenses  on a monthly  basis at an
annual rate of up to .75% of the average daily net assets  attributable to Class
B shares and  compensates  the Distributor for services in promoting the sale of
Class C shares of the Fund 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 Fund under their respective Service and Distribution Plans for the
period ended March 31, 1996, are set forth in the statement of operations.

Certain  officers and trustees of the Fund are also officers and/or directors of
the Adviser and Distributor.

n o t e s  t o  f i n a n c i a l  s t a t e m e n t s  (continued)

Thornburg Intermediate Municipal Fund

Note 2 - SIGNIFICANT ACCOUNTING POLICIES  (continued)

Thornburg Intermediate Municipal Fund

Note 1 - ORGANIZATION

Thornburg  Intermediate  Municipal  Fund (the "Fund"),  is a series of Thornburg
Investment Trust (the "Trust",  formerly known as Thornburg  Income Trust).  The
Trust is organized as a  Massachusetts  business  trust under a  Declaration  of
Trust dated June 3, 1987 and is registered as a diversified, open-end management
investment  company under the  Investment  Company Act of 1940, as amended.  The
Trust is  currently  issuing  five  series of shares of  beneficial  interest in
addition to those of the Fund:  Thornburg  Limited  Term U.S.  Government  Fund,
Thornburg New Mexico Intermediate  Municipal Fund, Thornburg Limited Term Income
Fund,  Thornburg Florida  Intermediate  Municipal Fund and Thornburg Value Fund.
Each series is  considered to be a separate  entity for financial  reporting and
tax purposes.

On  September  1, 1994 the  Funds  began  offering  three  classes  of shares of
beneficial interest, Class A, Class B and Class C shares. All shares outstanding
prior to September 1, 1994 are considered Class A shares. On September 28, 1995,
all  existing  Class B shares were  converted  at net asset  value,  without the
imposition  of a deferred  sales  charge,  into Class A shares of an  equivalent
value. The Fund no longer offers Class B shares.  Each class of shares of a Fund
represents an interest in the same portfolio of investments of the Fund,  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 B shares
were sold at net asset value without a sales charge at the time of purchase, but
were subject to a contingent  deferred  sales charge upon  redemption,  and bore
both a service fee and a distribution  fee, (iii) Class C shares are sold at net
asset  value  without a sales  charge at the time of  purchase,  but,  effective
October  2, 1995,  are  subject  to a  contingent  deferred  sales  charge  upon
redemption  within one year, and bear both a service fee and a distribution fee,
and  (iv)  the  respective  classes  have  different  reinvestment   privileges.
Additionally,  each Fund 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 Funds are limited to
distribution fees and minor custody and transfer agent expenses.

Note 2 - SIGNIFICANT  ACCOUNTING POLICIES Significant accounting policies of the
Fund are as follows:
Valuation of Investments:  In determining net asset value,  the Fund utilizes an
independent pricing service approved by the Trustees. 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 Fund are reviewed
by the  officers  of the Fund under the  general  supervision  of the  Trustees.
Short-term obligations having remaining maturities of 60 days or less are valued
at amortized cost, which approximates market 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 Fund for the
period  ended March 31,  1996  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 on a when-issued  basis,  it will
record the transaction and reflect the value in determining its net asset value.
When effecting such transactions,  assets of the Fund of an amount sufficient to
make payment for the portfolio  securities to be purchased will be segregated on
the Fund's records at 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 Fund 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 Fund 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 over the life of the respective  securities.
Realized  gains  and  losses  from the sale of  securities  are  recorded  on an
identified cost basis. Deferred Expenses:  Organizational expenses were deferred
and are being amortized on a straight-line  basis over a 60-month period. 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 the investment  advisory  agreement,  Thornburg  Management Company,
Inc. (the "Adviser")  provides  investment  management and advisory services for
which fees are  computed at the rate of five eighths of one percent per annum of
the average daily net assets of the Fund. As of September 1, 1994,  the advisory
agreement was modified to provide for a sliding scale fee that declines from 5/8
of 1% to 4/10 of 1% when the Fund's average net assets exceed $500 million.  The
investment  advisory agreement provides that if, with respect to any fiscal year
of the Fund, its total operating expenses  (including  investment advisory fees,
but  excluding  interest,   taxes,  brokerage  commissions,   and  extraordinary
expenses)  exceed the most  restrictive  of the expense  limitations  imposed by
state  securities  commissions  of the  states in which the Fund  currently  has
registered its securities for sale, the investment advisory fees for that fiscal
year will be reduced or the Adviser  will assume  certain  Fund  expenses by the
amount of such  excess.  For the  period  ended  March  31,  1996,  the  Adviser
voluntarily  deferred a portion of its advisory fee amounting to $98,610.  These
expenses may be repaid to the Adviser by the Fund,  however such  repayment will
depend upon the overall level of Fund expenses for the entire fiscal year ending
September 30, 1996.

The Fund has an  underwriting  agreement with Thornburg  Securities  Corporation
(the  "Distributor"),  which acts as the  Distributor of Fund's shares.  For the
period ended March 31, 1996,  the  Distributor  earned  commissions  aggregating
$41,016 from the sale of Class A shares and collected  contingent deferred sales
charges aggregating $220 from redemptions of Class C shares of the Fund.

Pursuant to a Service Plan,  under Rule 12b-1 of the  Investment  Company Act of
1940,  the Fund may  reimburse  to the Adviser an amount not to exceed .25 of 1%
per annum of the Fund's  average net assets 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 Fund's shares.

The Fund has also adopted a Distribution Plan pursuant to Rule 12b-1, applicable
only to the Fund's Class B and Class C shares under which the Fund can reimburse
the  Distributor  for certain  distribution  expenses  on a monthly  basis at an
annual rate of up to .75% of the average daily net assets  attributable to Class
B shares and  compensates  the Distributor for services in promoting the sale of
Class C shares of the Fund 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 Fund under their respective Service and Distribution Plans for the
period ended March 31, 1996, are set forth in the statement of operations.

Certain  officers and trustees of the Fund are also officers and/or directors of
the Adviser and Distributor.

The compensation of unaffiliated directors of the Fund is borne by the Fund.

n o t e s  t o  f i n a n c i a l  s t a t e m e n t s  (continued)

Thornburg Intermediate Municipal Fund


Note 4 - SHARES OF BENEFICIAL INTEREST:

At March 31,  1996,  there  were an  unlimited  number  of shares of  beneficial
interest authorized,  and capital paid-in aggregated $240,220,657.  Transactions
in shares of beneficial interest were as follows:

                              Six Month Period Ended           Year Ended  
                                  March  31, 1996         September 30, 1995

Class A Shares                   Shares     Amount       Shares       Amount
                                      
Shares sold                    1,952,512  $26,007,406   3,708,074  $47,585,636
Shares issued to shareholders
      in reinvestment of
      distributions             263,932     3,514,233     517,151    6,647,686
Shares repurchased           (1,172,777)  (15,612,392) (3,260,168) (41,646,595)
Net Increase                  1,043,667   $13,909,247     965,057  $12,586,727

Class B Shares
Shares sold                        --          --         192,283   $2,493,530
Shares issued to shareholders
      in reinvestment of
      distributions                --          --           2,430       31,469
Shares repurchased                 --          --        (221,608)  (2,898,243)
Net Decrease                       --          --         (26,895)   ($373,244)

Class C Shares
Shares sold                     171,218    $2,287,004     309,465   $3,963,617
Shares issued to shareholders
      in reinvestment of
      distributions               6,102        81,354       5,497       71,325
Shares repurchased              (51,145)     (683,497)    (22,700)    (295,613)
Net Increase                    126,175    $1,684,861     292,262   $3,739,329





n o t e s  t o  f i n a n c i a l  s t a t e m e n t s  (continued)

Thornburg Intermediate Municipal Fund

Note 5 - SECURITIES TRANSACTIONS

For the period ended March 31, 1996, the Fund had purchase and sale transactions
(excluding short-term securities) of $30,237,042 and $13,289,547, respectively.

The cost of  investments  for Federal  income tax purposes is the same. At March
31, 1996, net unrealized appreciation of investments was $10,216,355,  resulting
from  $10,676,396  gross  unrealized  appreciation and $446,497 gross unrealized
depreciation.

Accumulated  net realized losses from  securities  transactions  included in net
assets at March 31, 1996 aggregated $3,361,797.

For Federal income tax purposes the Fund has realized capital loss carryforwards
of $3,304,230 as of March 31, 1996 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:  September 30,
2002- $1,207,200, and September 30, 2003- $2,097,030.

f i n a n c i a l   h i g h l i g h t s



Thornburg Intermediate Municipal Fund

Per share operating performance
(for a share outstanding
throughout the period)           Six Month                                Period
                               Period Ended       Year Ended           July 23,a
                                   March 31,       September 30,       -Sept.30,
                                     1996    1995   1994    1993    1992    1991

Class of Shares:                       A       A      A       A       A       A

Net asset value, beginning of period  $13.18 $12.73 $13.47 $12.59 $12.11 $12.06
Income from investment operations:
Net investment income                   .34    .68    .67    .71     .78   .16
Net realized and unrealized
    gain (loss) on investments         (.01)   .45   (.72)   .88     .48   .05
Total from investment operations        .33   1.13   (.05)  1.59    1.26   .21
Less distributions from:
    Net investment income              (.34)  (.68)  (.67)  (.71)   (.78) (.16)
    Realized capital gains               --     --   (.02)    --     --     --
Change in net asset value              (.01)   .45   (.74)   .88     .48   .05

Net asset value, end of period       $13.17 $13.18 $12.73 $13.47 $12.59 $12.11

Total return (b)                       2.49%  9.16% (.38%) 13.01% 10.76%  1.77%

Ratios/Supplemental Data Ratios to average net assets:
  Net investment income               5.09%c  5.31%  5.23%  5.37%  6.15%  5.80%c
  Expenses, after expense reductions  1.00%c  1.00%   .95%   .70%   .48%   .25%c
  Expenses, before expense reductions 1.07%c  1.08%  1.05%  1.06%  1.19%  2.78%c

Portfolio turnover rate               5.64%  32.20% 27.37% 14.29% 46.15%  3.40%
Net assets
    at end of period (000)    $241,427 $227,881 $207,718 $182,319 $81,428 $9,719

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

f i n a n c i a l   h i g h l i g h t s (continued)

Thornburg Intermediate Municipal Fund

Per share operating performance
(for a share outstanding
throughout the period                Six Month 
     Period from                   Period Ended     Year Ended     September 1,a
                                     March 31,     September 30,  -September 30,
                                       1996            1995            1994
- -------------------------------------------------------------------------------
Class of Shares:                         C         B*      C        B        C

Net asset value, beginning of period  $13.20    $12.73  $12.73   $12.91  $12.91
Income from investment operations:
Net investment income                    .31       .59     .60      .05     .05
Net realized and unrealized
    gain (loss) on investments          (.01)      .40     .47     (.18)   (.18)
Total from investment operations         .30       .99    1.07     (.13)   (.13)
Less distributions from:
    Net investment income               (.31)     (.59)   (.60)    (.05)   (.05)
Change in net asset value               (.01)      .40     .47     (.18)   (.18)

Net asset value, end of period        $13.19    $13.13  $13.20   $12.73   $12.73

Total return (b)                        2.29%     8.30%   8.60%   (.99%)  (.97%)

Ratios/Supplemental Data Ratios to average net assets:
    Net investment income               4.69%c   4.59%   4.62%   4.57%c   4.51%c
    Expenses, after expense reductions  1.40%c   1.65%   1.66%   1.70%c   1.76%c
    Expenses, before expense reductions 2.02%c   2.86%   2.35%   1.70%c   1.76%c

Portfolio turnover rate                 5.64%   32.20%  32.20%  27.37%   27.37%
Net assets
    at end of period (000)            $5,662     $0    $4,001    $342     $139

(a) Commencement of operations.
(b) Sales loads are not reflected in computing total return, which is not 
    annualized for periods less than one year.
(c) Annualized.
 * On September 28, 1995, all Class B shares were converted into Class A shares.

s c h e d u l e  o f   i n v e s t m e n t s

Thornburg Intermediate Municipal Fund
March 31, 1996   CUSIPS:  Class A - 885-215-202, Class C  - 885-215-780
NASDAQ Symbols: Class A - THIMX

Principal                                                Credit Rating+
Amount        Issuer-Description                           Moody's/S&P     Value

Alabama       (1.49%) 
 $1,530,000   Alabama A & M University Housing & General Fee Revenue Series 
              1992, 6.20% due 11/1/05 (Living and Learning Center Project; 
              Insured: MBIA)                              Aaa/AAA     $1,652,216
    250,000   Alabama Municipal Electric Authority Power Supply System 
              Series 1991-A, 6.50% due 9/1/05 
              (Insured: MBIA)                                Aaa/AAA     275,648
    750,000   Montgomery County Revenue, 7.00% due 4/1/07 
              (Human Resources Project)                         NR/A     816,960
    920,000   Pell County Industrial Development Board Revenue 
              Series 1989-A, 7.75% due 9/1/04 (Shelby Creek Fabricators 
              Project; LOC: Southtrust Bank)                   NR/NR     936,321
Alaska        (.89%)
  1,000,000   Alaska Industrial Development & Export Authority Series 
              1991-A, 7.30% due 4/1/06                        A/A-     1,072,130
  1,500,000   North Slope Borough Alaska General Obligation Capital 
              Appreciation Series 1993-B, 0% due 1/1/02 
              (Insured: MBIA)                              Aaa/AAA     1,137,150
Arizona       (.82%)
    500,000   Maricopa County Unified School District #89, Dysart School 
              District General Obligation, 0% due 7/1/01 
              (Insured: FGIC)                                Aaa/AAA     391,280
    880,000   Santa Cruz Valley Arizona School District Series 1994, 0% 
              due 7/1/97 (Insured: FGIC)                     Aaa/AAA     835,560
    880,000   Santa Cruz Valley Arizona School District Series 1994, 0% 
              due 7/1/98 (Insured: FGIC)                     Aaa/AAA     796,048
California
(17.41%)
    675,000   California Housing Finance Agency Revenue Series 1985-B, 
              9.875% due 2/1/17                                Aa/A+     704,200
    315,000   California Public Capital Improvements Financing Authority 
              Joint Powers Agency Series E, 8.25% due 3/1/98 
              (Pooled Projects)                               Baa/NR     333,582
    625,000   California State Veterans Housing, 6.90% 
              due 4/1/01                                       A1/A+     632,331
  4,500,000   California Statewide Community Development Authority 
              Certificate of Participation, 5.50% due 10/1/07 
              (Unihealth America Project; Insured: AMBAC)  Aaa/AAA     4,529,790
    200,000   California Statewide Community Development Authority, 
              3.50% due 7/1/24, put 4/1/96 
              daily demand note                                Aa/AA     200,000
  1,000,000   California Statewide Community Development Authority 
              Series 1996A, 6.00% due 9/1/05 (San Gabriel Medical 
              Center Project;  Insured:  California Health)   NR/A     1,037,080
  1,740,000   Escondido Joint Powers Financing Authority Lease 
              Revenue, 0% due 9/1/07 (Center for the Arts Project; 
              Insured: AMBAC)                                Aaa/AAA     911,638
  8,095,000   Glendale Hospital Revenue Refunding Revenue, 7.75% due 1/1/09
              (Verdugo Hills Project; 
              Insured: Industrial Indemnity)                 NR/A+     8,831,078
  2,000,000   Orange County Refunding Recovery, 5.20% due 6/1/03 
              (Insured: MBIA)                              Aaa/AAA     2,029,740
  1,190,000   Orange County Refunding Recovery, 6.50% due 6/1/04 
              (Insured: MBIA)                              Aaa/AAA     1,303,514
  2,280,000   Orange County Refunding Recovery, 6.50% due 6/1/05 
              (Insured: MBIA)                              Aaa/AAA     2,499,062
    330,000   Orange County Airport Revenue, 8.00% 7/1/04 
              (John Wayne Int. Airport Project)                A1/A-     353,780
    770,000   Orange County Airport Revenue, 8.00% 7/1/04 
              (John Wayne Int. Airport Project)                A1/A-     800,738
    100,000   Orange County Transportation Authority Sales Tax Revenue, 
              5.50% due 2/15/01                                Aa/AA     102,113
  2,850,000   Orange County Special Financing Authority Teeter Plan 
              Revenue Series E, 6.35% due 11/1/14, put 11/1/01 
              (LOC: Industrial Bank of Japan)                A1/A+     2,830,022
  1,500,000   Sacramento California Municipal Utility District 
              Electric Revenue, 6.32% (variable rate) 
              due 11/15/06 (Insured: FSA)                  Aaa/AAA     1,530,000
  1,925,000   San Diego Water Revenue Certificate of 
              Participation, 6.25% due 5/1/04               Aa/AA-     2,045,678
    500,000   San Diego County Water Authority Revenue & Refunding 
              Series 1993-A, 7.437% (variable rate) due 4/25/07 
              (Insured: FGIC)                                Aaa/AAA     526,875
    330,000   San Francisco Downtown Parking Corporation 
              Series 1993, 5.00% due 4/1/96                     A/NR     330,020
    365,000   San Francisco Downtown Parking Corporation 
              Series 1993, 5.40% due 4/1/98                     A/NR     370,391
    380,000   San Francisco Downtown Parking Corporation 
              Series 1993, 5.55% due 4/1/99                     A/NR     384,815
    405,000   San Francisco Downtown Parking Corporation 
              Series 1993, 5.70% due 4/1/00                     A/NR     410,775
    425,000   San Francisco Downtown Parking Corporation 
              Series 1993, 5.85% due 4/1/01                     A/NR     431,320
    145,000   San Marcos Certificate of Participation Series C, 
              0% due 8/15/05 (Escrowed to maturity)            NR/AAA     90,255
    740,000   San Marcos Certificate of Participation Series D, 
              0% due 9/2/05 (Escrowed to maturity)            NR/AAA     459,510
  1,310,000   San Marcos Public Facilities Authority Revenue 
              Custom Receipts, 0% due 1/1/98 
              (Escrowed to maturity)                       Aaa/AAA     1,215,929
  1,310,000   San Marcos Public Facilities Authority Revenue 
              Custom Receipts, 0% due 7/1/99 
              (Escrowed to maturity)                       Aaa/AAA     1,127,386
  3,000,000   South Coast Local Education Angencies Pooled 
              Tax & Revenue Anticipation Notes Series 1995-A, 
              5.00% due 8/14/96                            NR/SP1+     3,011,880
    700,000   Sulphur Springs School District General Obligation 
              Series B, 5.60% due 3/1/04                        A/NR     727,447
    800,000   Sulphur Springs School District General Obligation 
              Series B, 5.70% due 3/1/05                        A/NR     833,448
    450,000   Sunline Transit Agency Certificate of Participation 
              Series A, 5.625% due 7/1/04                       A/NR     450,045
    215,000   Sunline Transit Agency Certificate of Participation 
              Series A, 5.75% due 7/1/05                        A/NR     224,866
  1,700,000   University of California Regents Certifiacte of 
              Participation Series A, 5.05% due 6/1/04(Various 
              Capital Projects; Insured: MBIA)             Aaa/AAA     1,716,167
Colorado      (3.44%)
    365,000   Colorado Student Obligation Auth. Revenue Series B, 
              6.55% due 12/1/02                                 A/NR     381,775
  1,000,000   Colorado Student Obligation Auth. Student Loan 
              Revenue Series B, 5.90% due 9/1/02              A/NR     1,010,580
    100,000   Highlands Ranch Metropolitan District #2 General 
              Obligation Refunding, 6.60% due 6/15/00 
              (LOC: Swiss Bank)                              Aa1/AA+     100,646
  2,830,000   Larimer County, 8.45% due 12/15/05 (Poudre School 
              District R1 Project)                            A/NR     3,560,083
  2,500,000   Mesa Valley School District Certificate of 
              Participation Series B, 6.875% due 12/1/05
              (Insured: FSA)                               Aaa/AAA     2,742,500
    665,000   Thornton Single Family Mortgage Revenue Series 
              1992-A, 8.05% due 8/1/09                          A/NR     711,690
Connecticut   (2.36%)
  3,000,000   Bristol Resource Recovery Facility Operating Committee - 
              Solid Waste Revenue Refunding Series 1995, 6.125% due 7/1/03 
              (Ogden Martin at Bristol Project)               A/NR     3,117,000
  1,365,000   Connecticut State Housing Revenue Series 1990-B1, 7.55% 
              due 11/15/08 (FHA/VA/ Private Mortgage 
              Insurance)                                     Aa/AA     1,391,317
    185,000   New Britain Senior Citizen Housing Development 
              Mortgage Revenue Refunding Series A, 6.50% due 7/1/02 
              (Nathan Hale Apartments Project; Insured: FHA)  NR/AAA     192,380
    500,000   Stratford General Obligation Series 1992, 7.15% 
              pre-refunded 3/1/01 @ 102                        NR/A-     560,970
    500,000   Stratford General Obligation Series 1992, 7.20% 
              pre-refunded 3/1/01 @ 102                        NR/A-     562,055
District of Columbia (1.03%)
  1,000,000   District of Columbia General Obligation Series A, 
              5.75% due 6/1/03                                  Ba/B     981,060
  1,000,000   District of Columbia Certificate of Participation 
              Series 1993, 7.30% due 1/1/13                  NR/B-     1,015,970
    235,000   District of Columbia Housing Finance Agency Mortgage 
              Revenue Refunding Series 1992-D, 6.00% due 7/1/02 
              (Insured: MBIA)                                Aaa/AAA     241,117
    300,000   District of Columbia Revenue, 0% due 2/15/02 
              (Assoc. of American Medical Colleges)           NR/AA-     200,781
    195,000   District of Columbia Revenue, 0% due 2/15/04 
              (Assoc. of American Medical Colleges)           NR/AA-     113,408
Florida       (2.56%)
    250,000   Cape Coral Special Assessment Water Improvement, 6.50% 
              due 7/1/98 (Insured: MBIA)                     Aaa/AAA     261,353
    250,000   Dade County Aviation Revenue, 7.20% due 10/1/00, 
              refunding pending 10/1/96 @ 101                   Aa/A     256,757
    240,000   Dade County Educational Facilities Revenue, 7.65% 
              pre-refunded 4/1/00 @ 102 (University of Miami 
              Project; Insured: MBIA)                        Aaa/AAA     272,393
    500,000   Duval County H.F.A. Multi Family Housing Revenue 
              Series 1996, 5.35% due 9/1/06 (St. Augustine 
              Apartments Project)                               NR/A     494,085
    215,000   Duval County HFA Series 94, 6.10% due 4/1/06 
              (GNMA Collateral)                              Aaa/AAA     219,027
    220,000   Duval County HFA Series 94, 6.10% due 10/1/06 
              (GNMA Collateral)                              Aaa/AAA     224,270
    250,000   Florida Housing Finance Agency Multifamily Housing 
              Revenue Series 1995 D, 5.10% due 4/1/13, put 4/1/02 
              (Park Colony Project; LOC: Mellon Bank)         A+/A1      248,850
  1,000,000   Florida Housing Finance Agency Multifamily Housing 
              Revenue Series 1983 G, 5.35% due 12/1/05, mandatory 
              put 6/1/00 (Insured: Connecticut General)    Aaa/AAA     1,010,950
    900,000   Hillsborough County Industrial Development 
              Authority, 3.85% due 9/1/25, put 4/1/96 
              daily demand note                               Aa2/AA     900,000
    320,000   Jacksonville Health Facilities Authority IDR, 7.55% 
              due 12/1/07 (National Benevolent Association 
              Project)                                     Baa1/BBB+     349,728
    100,000   Lee County Hospital Board Director's Revenue 
              Series A, 5.70% due 4/1/01 (Lee Memorial Hospital 
              Project; Insured: MBIA)                        Aaa/AAA     105,142
    400,000   Leon County Infrastructure Sales Surtax Revenue, 
              5.60% due 10/01/97 (Criminal Detention Facilities Project; 
              Insured: AMB)                                  Aaa/AAA     410,496
    150,000   Osceola County Health Facilities Revenue Series 1994, 
              5.75% due 5/1/04 (Evangelical Lutheran Good Samaritan 
              Project; Insured: AMBAC)                       Aaa/AAA     157,605
  1,400,000   Pinellas County Health Facilities Authority Series 
              1994-A, 5.75% due 8/1/01 (Multi County Project; 
              GNMA/FNMA Collateral)                         Aaa/NR     1,423,128
Georgia       (.29%)
    195,000   Hinesville Leased Housing Corp. Rev., 6.05% due 1/15/98 
              (Regency Park Project)                          NR/BBB     196,096
    500,000   Savanah Resource Recovery, 5.85% due 12/1/01 
              (Savanah Energy Systems Project)                 A1/A+     519,475
Idaho         (.39%)
    955,000   Idaho Student Loan Series 1992B, 6.00% 
              due 4/1/00                                       NR/NR     958,362
Illinois      (5.76%)
  1,930,000   Bedford Park Tax Increment Revenue Refunding 
              Series 1993, 8.00% due 12/1/10               NR/BBB-     2,330,166
    300,000   Central Lake County Joint Action Water Agency 
              Series 1991, 0% due 5/1/05 (Insured: MBIA)     Aaa/AAA     186,153
    500,000   Illinois Development Financing Authority, 
              7.125% due 3/15/07 (Children's Home & Aid Society 
              Project; LOC: American National Bank of Chicago) NR/A+     530,955
  2,400,000   Illinois Development Financing Authority Debt 
              Restructuring Revenue Series 1994, 7.25% due 
              11/15/09 (East St. Louis Project)              NR/A-     2,566,776
    500,000   Illinois HFA Revenue Refunding Series 1992, 7.00% 
              due 1/1/07 (Mercy Hospital Project)            Baa1/A-     524,895
  1,000,000   Illinois HFA Revenue Refunding Series 1992, 7.00% 
              due 7/1/02 (Trinity Medical Center Project)  Baa1/NR     1,021,630
  1,025,000   Illinois HFA Revenue Series B, 7.00% due 1/1/04 
              (Proctor Community Hospital Project)        Baa/BBB-     1,047,940
  1,300,000   Illinois Health Facilities Authority Revenue Series C, 
              3.35% due 1/1/16, put 4/7/96 weekly demand note (Ingalls 
              Memorial Project; LOC: LaSalle National)   A1/ VM1G1     1,300,000
  1,525,000   Illinois State University Auxiliary Facilities System 
              Revenue Series 1992, 0% due 10/1/01 
              (Insured: MBIA)                              Aaa/AAA     1,166,961
    480,000   Rock Island Residential Mortgage Revenue, 7.70% 
              due 9/1/08                                       Aa/NR     508,483
  3,000,000   Southern Illinois University Revenue Refunding 
              Series A, 7.125% due 4/1/07                      A/A     3,036,090
Indiana       (2.43%)
    665,000   Danville Community Elementary School Building Corporation, 
              6.75% due 1/15/04                                 NR/A     742,472
  1,000,000   Gary Building Corporation - Lake County First Mortgage 
              Series 1994-B, 8.25% due 7/1/10 
              (Sears Building Project)                       NR/NR     1,086,570
    255,000   Hamilton Heights Refunding Revenue, 6.60% due 
              1/1/08                                            NR/A     278,544
    700,000   Indiana Bond Bank Special Program Series 1991-F, 
              7.00% due 8/1/07                                  NR/A     760,382
    760,000   Indiana State Housing Finance Authority Single 
              Family Mortgage Revenue Series E-2,
              7.95% due 7/1/10                                 A2/AA     764,856
  1,195,000   Lake Central Multi District School Building Mortgage 
              Revenue Series 1992-B, 6.25% due 1/15/04        NR/A     1,315,408
  1,000,000   Penn High School Building Corporation Series 
              1992, 6.00% due 6/15/03                         NR/A     1,054,880
Iowa          (.71%)
  1,600,000   Iowa State Department General Services Certificate of 
              Participation Series 1992, 6.50% due 7/1/06 
              (Insured: AMBAC)                             Aaa/AAA     1,745,488
Kentucky      (3.09%)
  1,000,000   Erlanger Kentucky Improvement Assessment, 7.375% 
              due 8/1/10 (Public Improvement '93 Project; 
              LOC: PNC Bank of Ohio)                         NR/NR     1,059,500
  2,160,000   Fulton County Industrial Building Revenue Series 1995, 
              7.20% due 2/1/03 (H.I.S. Jeans of Kentucky Project; 
              Guarantee: CHIC by H.I.S.)                     NR/NR     2,191,644
  2,520,000   Fulton County Industrial Building Revenue Series 1995, 
              7.60% due 2/1/07 (H.I.S. Jeans of Kentucky Project; 
              Guarantee: CHIC by H.I.S.)                     NR/NR     2,561,782
    605,000   Mt. Sterling League of Cities Funding Trust Lease 
              Series A, 5.625% due 3/1/03 (Investment Agreement 
              w/ Transamerica Life; Guaranteed: Health 
              Management Assoc.)                               Aa/NR     612,048
  1,120,000   Paintsville First Mortgage Revenue Refunding Series 1991, 
              8.65% due 9/1/05 (Paul B. Hall Medical 
              Center Project)                                NR/NR     1,194,928
Louisiana     (3.52%)
    475,000   Calcasieu Parish Industrial Development Board 
              Pollution Control Revenue, 7.80% due 12/1/05 (Cities 
              Service Corporation Project)                  Baa3/BBB     476,606
     52,871   East Baton Rouge Mortgage Financing Authority Purchase 
              Revenue, 8.25% due 2/25/11 (GNMA Collateralized) NR/AAA     55,343
  7,500,000   Louisiana Public Facilities Authority Revenue Refinancing, 
              8.00% due 10/1/09 (Schwegman Westside Expressway 
              Project)                                       NR/NR     8,159,250
Maryland      (.40%)
    935,000   Ann Arundel County Multifamily Housing Revenue, 7.45% 
              due 12/1/24, put 12/1/03 (Twin Coves Apartment 
              Project; Hud Section 8)                        NR/BBB+     976,982
Massachusetts  (3.29%)
    250,000   Boston General Obligation Series A, 7.60% pre-refunded 
              2/1/99 @ 102                                     NR/A+     276,380
    415,000   Haverhill General Obligation Municipal Purpose Loan, 
              7.50% due 10/15/11                             Baa/BBB     454,072
    260,000   Holyoke General Obligation, 9.85% pre-refunded 
              11/1/97 @ 102                                   Aaa/NR     285,672
    600,000   Holyoke General Obligation School Project Loan 
              Act of 1948, 7.35% due 8/1/02                   Baa/NR     662,376
  1,000,000   Holyoke General Obligation School Project Loan Act of 
              1948, 7.65% due 8/1/09                        Baa/NR     1,109,240
    100,000   Massachusetts Health and Education Facilities, 
              6.875% due 7/1/99 (Charlton Hospital Project)     A/A-     105,283
  1,230,000   Massachusetts Industrial Finance Agency IDRB, 7.75% 
              due 11/1/06, put 11/1/96 (William F. Rogers, Jr. Project; 
              LOC: Shawmut Bank)                             NR/NR     1,238,438
  1,000,000   Massachusetts Industrial Financing Authority Revenue 
              Refunding Series 1993-A, 6.15% due 7/1/02 (Massachusetts 
              Refusetech Project)                         Baa1/BBB     1,020,400
  2,860,000   Massachusetts Housing Finance Authority Insured 
              Rental Housing Series 1994-A, 6.20% due 1/1/06 
              (Insured: AMBAC)                             Aaa/AAA     2,963,418
Michigan      (4.50%)
    455,000   Auburn Hills Economic Limited Obligation Revenue Refunding 
              and Improvement, 6.15% due 12/01/05 (Foamade Industries 
              Project; LOC: Michigan National Bank)            NR/NR     464,601
    500,000   Detroit Unlimited Tax General Obligation, 8.00% pre-refunded 
              4/1/01 @ 102                                   Ba1/BBB     584,185
    965,000   Kent Hospital Finance Authority Revenue Refunding Series 
              1992, 6.20% due 11/1/02 (Pinerest Christian Hospital 
              Project; Insured: FGIC)                      Aaa/AAA     1,044,458
    500,000   Michigan State Housing Development Authority, 6.25% 
              due 7/1/04                                       A1/NR     502,680
    500,000   Michigan State Housing Redevelopment Authority Ltd. 
              Obligation, 6.50% due 9/15/07 (Greenwood Villa 
              Project; Insured: FSA)                         Aaa/AAA     528,175
  1,000,000   Michigan State Housing Development Authority Rental 
              Revenue, 3.60% due 4/1/04 (Insured: AMBAC)   Aaa/AAA     1,000,000
  1,215,000   Michigan Strategic Fund Limited Obligation Refunding 
              Revenue Series 1992, 6.25% due 8/15/04 (Environmental 
              Research Institute Project)                     NR/A     1,283,368
    895,000   Pontiac Stadium Building Authority Revenue, 6.60% 
              due 3/1/00                                     Baa/BBB     906,313
  1,530,000   Southfield Economic Development Corporation Refunding Revenue
              N.W. 12 Limited Partnership, 7.25% due 12/1/10 NR/NR     1,565,511
  1,800,000   University of Michigan Revenue Series A, 3.85% 
              due 12/1/27, put 4/1/96  daily demand note 
              (LOC: Bankers Trust)                      VMIG1/A-1+     1,800,000
  1,025,000   Wayne County Building Authority Limited Tax General Obligation
              Series 1992-A, 7.80% 
              pre-refunded 3/1/02 @ 102                   Baa/BBB-     1,196,729
    225,000   Wayne County Downriver System Sewage Disposal Series A, 
              7.00% due 11/1/13                            Baa/BBB-      236,725
Minnesota     (.80%)
    695,000   Minneapolis Special School District Certificate of 
              Participation, 5.40% due 2/1/01                    A/A     696,376
    585,000   Minneapolis Coastal St. Paul Housing Development 
              Authority, 7.75% due 7/1/06                    MG1/AA-     601,386
    680,000   Sandstone First Mortgage Revenue, 10.00% due 1/15/13
              (Sandstone Nursing Home Project; Insured: FHA)   NR/A+     689,030
Mississippi   (2.39%)
  3,300,000   Adams County Hospital Revenue Series 1991, 7.90% due 10/1/08
              (Jefferson Davis Memorial Hospital Project)   Baa/NR     3,546,246
  1,000,000   Mississippi Higher Educational Authority Series C, 
              7.50% due 9/1/09                                A/NR     1,056,040
    200,000   Mississippi Hospital Equipment and Facilities Revenue 
              Series A, 7.25% due 5/1/00 (Baptist Medical Center Project; 
              Insured: MBIA) (Escrowed to Maturity)          Aaa/AAA     220,714
  1,000,000   Mississippi Hospital Equipment Revenue, 6.40% due 1/1/07
              (Rush Foundation Project; LOC:  Connie Lee)  Baa/AAA     1,069,170
Missouri      (1.47%)
     200,000  Jackson County Single Family Mortgage Revenue, 0% 
              due 9/1/14                                         NR/A     23,574
    200,000   Missouri State Economic Development Export and 
              Infrastructure Board MFHR Series 1991-A, 7.25% due 9/15/02 
              (Quality Hill Project; Insured: Asset Guaranty)  NR/AA     211,800
    650,000   Missouri State Health and Education Facilities Authority,
              0% due 7/1/02 (Missouri Baptist Medical Center Project) 
              (Escrowed to Maturity)                           NR/A-     451,523
  2,365,000   St. Louis Board of Education General Obligation, 8.50% 
              due 4/1/04 (Insured: FGIC)                   Aaa/AAA     2,934,752
Montana       (.48%)
  1,105,000   Montana Higher Education Student Assistance Corp. Series 
              1992-B, 7.05% due 6/1/04                        A/NR     1,193,610
Nebraska      (1.54%)
  2,250,000   Douglas County Industrial Development Revenue Series 
              1994, 6.40% due 9/1/14, mandatory put 9/1/04 (Aksarben 
              Foods Project; LOC: Norwest Bank)             Aa/AA2     2,349,540
  2,170,000   Nebraska Investment Finance Authority Collateralized 
              Mortgage Obligation Capital Appreciation Refunding Series B, 
              0% due 4/15/12 (Insured: MBIA)                 Aaa/AAA     702,993
    700,000   Nebraska Investment Finance Authority, 6.65% due 3/1/00 
              (Insured: MBIA)                                Aaa/AAA     750,673
New Jersey    (.61%)
    280,000   Cape May County Municipal Utilities Authority, 6.60% 
              due 8/1/03                                         A/A     303,122
  1,000,000   Mercer County Improvement Revenue Solid Waste Refunding, 
              0% due 4/1/14                                    Ba/NR     251,280
  3,020,000   Mercer County Improvement Revenue Solid Waste Refunding, 
              0% due 4/1/16                                    Ba/NR     650,931
    300,000   New Jersey EDA Refunding Revenue Series 1991, 6.875% 
              due 10/1/14, optional put 10/1/98 (Fairway Corporation 
              Project; Insured: Provident Mutual 
              Life Insurance)                                  A2/NR     303,522
New Mexico    (.90%)
  1,000,000   Albuquerque Gross Receipts Tax Revenue Series B, 8.10% 
              due 7/1/17, pre-refunded 7/1/96 @ 102         NR/AAA     1,031,480
    590,000   Sandia Pueblo General Obligation, 5.40% due 12/1/03 
              (LOC: Norwest Bank)                              NR/AA     592,572
    600,000   Sandia Pueblo General Obligation, 5.60% due 12/1/05 
              (LOC: Norwest Bank)                              NR/AA     602,268
New York      (1.51%)
    300,000   Allegheny County IDA Civic Facilities, 7.10% due 9/1/01 
              (Alfred University Project)                    Baa1/NR     323,607
    550,000   Battery Park City Authority Revenue, 7.35% pre-refunded 
              5/1/99 @ 102                                   Aaa/AAA     608,498
  1,000,000   New York City General Obligation Refunding, 7.50% 
              due 2/1/01                                   Baa1/A-     1,092,050
  1,500,000   New York Local Government Assistance Corporation 
              Series 1992, 6.875% due 4/1/06                   A/A     1,653,495
     50,000   Valley Health Development Corporation Mortgage 
              Revenue Series 1990-A, 7.85% due 2/01/02 
              (Insured: FHA)                                   NR/AAA     53,807
North Carolina   (.30%)
    650,000   Craven County Industrial Facilities Pollution Control 
              Financing Authority Solid Waste Revenue, 7.875% 
              due 6/1/05 (Weyerhaeuser Company Project)        NR/NR     731,510
North Dakota  (.28%)
    650,000   Bismarck Hospital Revenue Refunding and Improvement, 
              7.00% due 5/1/03 (Medical Center One Inc. Project; 
              Insured: BIG)                                  Aaa/AAA     699,647
Ohio          (3.23%)
    700,000   Bellefontaine Hospital Facility Revenue and Refunding 
              Series 1993, 6.00% due 12/1/02 (Mary Rutan Health-Logan 
              County Project)                                 NR/BBB     724,395
    250,000   Bowling Green State University General Receipts Series 
              1991, 6.70% due 6/1/07                            A/AA     269,680
    150,000   Cleveland Airport System Revenue, 7.00% 
              due 1/1/06                                         A/A     151,779
  2,250,000   Cleveland Certificate of Participation, 7.10% 
              due 7/1/02 (Motor Vehicle Motorized and Communications 
              Equipment Project)                           Baa/BBB     2,358,135
  1,000,000   Cleveland Parking Facilities Improvement Revenue 
              Series 1992, 8.00% due 9/15/12                 NR/NR     1,093,800
  1,100,000   Franklin County Health Care Revenue Series 1995 A, 
              6.00% due 11/1/10 (Heinzerling Foundation Project; 
              LOC: BancOne - Columbus)                      Aa2/NR     1,067,715
    700,000   Hamilton County Hospital Facilities Refunding 
              Revenue Series 1992, 6.55% due 1/1/03 (Episcopal 
              Retirement Homes, Inc. Project; 
              LOC: Fifth/Third Bank)                           Aa/NR     758,156
    400,000   Hamilton County Hospital Facilities Refunding Revenue 
              Series 1992, 6.80% due 1/1/08 (Episcopal Retirement 
              Homes, Inc. Project; LOC: Fifth/Third Bank)      Aa/NR     415,556
    270,000   Harrison County Ohio Industrial Development Revenue, 
              6.625% due 12/1/98 (Drano Equipment Company 
              Project)                                         NR/NR     270,859
    855,000   Ohio Industrial Development Revenue Series 92, 8.125% 
              due 12/1/06 (Swifton Commons Project; 
              LOC: Chemical Bank)                              NR/NR     855,000
Oklahoma      (1.25%)
    180,000   Pryor Creek EDA Mortgage Revenue Refunding Series 1991-A, 
              6.625% due 7/1/00 (FNMA Collateralized)         NR/AAA     188,780
    785,000   Pushmatahah County Town of Antlers, Hospital Authority 
              Revenue Series 1991, 8.75% due 6/1/06            NR/NR     851,929
  1,485,000   Tulsa Oklahoma Industrial Development Authority Hospital 
              Revenue, 6.10% due 2/15/09 (Medical 
              Center Project)                               Aa/ AA     1,502,449
    500,000   Woodward Municipal Hospital Authority Revenue Series 1994, 
              8.25% due 11/1/09                                NR/NR     543,630
Oregon        (2.41%)
  1,025,000   Albany Hospital Facility Authority Gross Revenue and 
              Refunding Series 1994, 7.00% due 10/1/05 
              (Mennonite Home Project)                       NR/NR     1,048,524
  1,400,000   Oregon Economic Development Department Revenue 
              Series CLII, 6.70% due 12/1/98 (Smokecraft Project; 
              LOC: Seafirst Bank)                          Aa3/NR      1,463,518
  1,200,000   Oregon Economic Development Department Revenue 
              Series CLII, 7.00% due 12/1/02 (Smokecraft Project; 
              LOC: Seafirst Bank)                          Aa3/NR      1,249,344
  1,070,000   Oregon Economic Development Department Revenue 
              Series CLII, 7.70% due 12/1/14 (Smokecraft Project; 
              LOC: Seafirst Bank)                          Aa3/NR      1,168,408
  1,000,000   Port of Portland Industrial Revenue Series 85, 7.25% 
              due 10/1/09 (Ash Grove Cement Project)         NR/NR     1,033,580
Pennsylvania  (5.06%)
  2,295,000   Beaver County Industrial Development Authority Health 
              Revenue, 0% due 2/1/10 (Collateralized: FHA)    NR/AA-     773,438
    105,000   Chester County General Obligation, 9.50% 
              due 12/1/97                                      NR/NR     105,461
    400,000   Hampden Industrial Development Authority Partnership 
              Holdings LLC Project, 4.50% due 11/15/98       Baa2/NR     368,212
  2,800,000   Harrisburg Authority Lease Revenue Series 1991, 
              6.50% due 6/1/04 (Insured: Capital Guaranty) crossover 
              refunded 6/1/01 @ 101                        Aaa/AAA     3,017,420
    800,000   Harrisburg Authority Lease Revenue Series 1991, 
              6.625% due 6/1/06 (Insured: Capital Guaranty) crossover 
              refunded 6/1/01 @ 101                         Aaa/AAA      866,632
  2,000,000   Lancaster County Solid Waste, 8.375% 
              due 12/15/04                                   A/BBB     2,112,400
  2,000,000   Lehigh County General Purpose Authority Revenue, 
              7.80% due 3/15/20, put 3/15/02 (Muhlenberg Care Project; 
              LOC: United Jersey Bank)                       NR/NR     2,213,540
    704,356   Lehigh County Industrial Development Authority Revenue, 
              7.45% due 8/1/01 (Kresge Company Project)        A3/NR     706,153
    800,000   McKeesport Area School District Series B, 
              0% due 10/1/04                                    NR/A     503,440
    990,000   Philadelphia Water and Sewer Revenue 10th Series, 
              7.35% due 9/1/04 (Escrowed to Maturity)      Aaa/AAA     1,103,256
    750,000   Pine-Richland School District, 0% pre-refunded 
              9/01/01 (Insured: AMBAC)                       Aaa/AAA     524,760
    200,000   York County Solid Waste Refuse Authority Industrial 
              Development Revenue Series 1985, 7.40% due 12/1/99 
              (Resource Recovery Project)                     A/AA-      212,930
Rhode Island  (1.63%)
    595,000   Pawtucket Public Building Authority Water System 
              Project Revenue, 7.45% due 7/1/05              Baa1/NR     644,760
    680,000   Providence Public Building Authority Revenue, 7.10% due 12/1/03
              (Veazie Street School and Modular 
              Classroom Project)                             Baa1/NR     770,460
  1,500,000   Rhode Island Housing and Mortgage Finance Rental 
              Housing Program Series A, 5.05% due 10/1/01     NR/A     1,492,245
    355,000   Rhode Island Health and Education Building Corporation 
              Series 1991, 7.10% due 11/1/02 (South County 
              Hospital Project)                              NR/BBB+     372,139
    720,000   West Warwick General Obligation, 5.90% due 1/1/05 
              (Insured: MBIA)                                Aaa/AAA     753,163
South Carolina (.74%)
    665,000   Florence County Certificate of Participation Series 1992, 
              4.90% due 3/1/98 (Law Enforcement Center Project; 
              Insured: AMBAC)                                Aaa/AAA     675,334
    650,000   Liberty Sewer Revenue, 8.25% due 8/1/07          NR/NR     686,647
    455,000   South Carolina Educational Facilities Authority, 
              6.95% due 11/1/03, put 11/1/96 (Converse College Project; 
              LOC: Nationsbank)                                A1/NR     468,386
  1,000,000   South Dakota Housing Development Authority Home Ownership 
              Mortgage Series 1993-A, 5.20% due 5/1/02       Aa/AA     1,005,030
  2,160,000   South Dakota Student Loan Revenue, 7.625% 
              due 8/1/06 (Insured: MBIA)                   Aaa/AAA     2,266,639
    500,000   South Dakota Student Loan Series 1991-A, 
              7.60% due 8/1/04                                NR/A+      543,800
Tennessee     (1.40%)
    395,000   Carroll County Industrial Development Resoure, 7.00% 
              due 4/1/01 (Henry I Siegel Company Project; 
              LOC:  Chic By H.I.S)                             NR/NR     391,516
    900,000   Carrol County Industrial Development Board Refunding 
              Revenue Series 1995, 7.20% due 4/1/05 (Henry I. Seigel 
              Company Project; LOC: CHIC by H.I.S.)           NR/BBB     908,595
    205,000   Copperhill Industrial Development Board, 7.80% due 12/1/00 
              (Cities Ser. Co. Project)                     Baa3/BBB     205,531
  1,100,000   Dayton IDR Series 1986, 7.75% due 12/1/96 (Cowron 
              and Co. Project; LOC: Signet Bank)             NR/NR     1,102,970
    850,000   Tennessee Housing Development Agency Revenue Series K, 
              8.125% due 7/1/21                                Aa/A+     859,639
Texas         (5.97%)
  3,975,000   Bell County Health Facilities Development, 4.75% due 10/1/23, 
              put 10/1/98                                    NR/AA     3,968,481
    700,000   Brazos Higher Education Authority Refunding Revenue Series 
              B-1, 6.50% due 6/1/04                             NR/A     739,851
    135,000   Chimney Hill Municipal Utility District Waterworks and 
              Sewer System Combination Unlimited Tax and Revenue 
              Refunding Series 1991, 7.75% due 10/1/11         NR/NR     151,254
    865,000   Chimney Hill Municipal Utility District Waterworks and 
              Sewer System Combination Unlimited Tax and Revenue 
              Refunding Series 1991, 7.75% due 10/1/11         NR/NR     941,129
    750,000   Clay Road Municipal Utility District Unlimited Tax and 
              Revenue Series 1991, 7.625% due 9/1/11           NR/NR     766,935
  1,000,000   Conroe Independent School District Refunding Series 1992, 
              0% due 2/1/05 (PSF Guaranteed)                 Aaa/AAA     633,630
  1,000,000   Conroe Independent School District Refunding Series 1992, 
              0% due 2/1/05 (PSF Guaranteed)                 Aaa/AAA     591,490
    250,000   Dallas County Flood Control District #1 General Obligation, 
              0% due 4/1/97                                    NR/NR     238,477
    400,000   Dallas - Fort Worth Regional Airport Revenue Series A -CR-103,
              5.875% due 11/1/05, put 5/1/98 (Insured: FGIC) Aaa/AAA     404,312
    570,000   Harris County Municipal Utility District #118 Unlimited 
              Tax and Revenue Refunding Series 1992, 0% due 3/1/04 
              (Insured: MBIA)                                Aaa/AAA     354,523
    525,000   Harris County Municipal Utility District #118 Unlimited 
              Tax and Revenue Refunding Series 1992, 0% due 3/1/05 
              (Insured: MBIA)                                Aaa/AAA     304,679
    880,000   Houston Water Conveyance System Contract Certificate of 
              Participation Series F, 7.20% due 12/15/04 
              (Insured: AMBAC)                             Aaa/AAA     1,014,605
    465,000   Hunt Memorial Hospital District, 0% due 2/15/01    A/A     353,335
  2,000,000   Leander Independent School District Unlimited Tax 
              School Building & Refunding Series 1992, 0% due 8/15/05 
              (PSF Guaranteed)                              Aaa/NR     1,289,120
    800,000   Mesquite General Obligation, 0% due 2/15/02      A1/A+     592,640
    800,000   Midland County Hospital District Revenue Series 1991, 
              0% due 6/1/07                                   NR/BBB     403,984
  1,495,000   Texas Water Resource Financing Authority Revenue, 
              7.30% due 2/15/04 (Insured: AMBAC)           Aaa/AAA     1,589,947
    400,000   Trinity Texas Housing Finance Corporation Multifamily 
              Housing Revenue, 10.00% due 6/1/98 
              (Timberline Apartments Project)                 NR/NR      400,000
U.S. Virgin Islands (1.29%)
  3,000,000   U.S. Virgin Islands Water & Power Authority 
              Series A, 7.40% due 7/1/11                     NR/NR     3,196,920
Utah          (1.75%)
  2,000,000   Intermountain Power Agency Revenue, 0% 
              pre-refunded 7/1/00                          Aaa/AAA     1,646,020
  2,500,000   Salt Lake County Housing Authority Multifamily Housing 
              Revenue Refunding Series 1993, 5.40% due 12/15/18, 
              put 12/15/03 (Summertree Project; 
              LOC: First Security Bank)                      A1/NR     2,478,050
  1,570,000   Utah State Housing Financing Agency Capital Appreciation 
              Res. Mortgage Series 83-A, 0% due 7/1/16         NR/AA     197,161
Virginia      (4.52%)
    500,000   Chesterfield County Certificate of Participation, 
              7.80% pre-refunded 12/15/96 @ 102                Aa/NR     524,775
  2,000,000   Hampton Redevelopment Housing Authority Multifamily 
              Housing Revenue & Refunding Series 1994, 7.00% 
              due 7/1/24, mandatory put 7/1/04 (Chase Hampton 
              II Apts. Project)                              NR/NR     2,159,520
    415,000   Peninsula Ports Authority Hospital Revenue, 8.00% due 8/1/99
              (Mary Immaculate Hospital Project)               NR/A-     454,811
    975,000   Peninsula Ports Authority Industrial Development Refunding 
              Revenue Series 1986, 4.25% due 7/1/16, put 7/1/96 
              (Olde Hampton Hotel Association Project; LOC: Nationsbank 
              of Virginia)                                     NR/A+     975,156
  2,000,000   Suffolk Redevelopment Housing Authority Multifamily 
              Housing Revenue & Refunding Series 1994, 7.00% due 7/1/24, 
              mandatory put 7/1/04 (Chase Heritage 
              @ Dulles Project)                              NR/NR     2,125,800
    665,000   Virginia Beach General Obligation, 
              5.90% due 7/15/08                                Aa/AA     694,799
  1,030,000   Virginia State Housing Development Authority Series C-7, 
              5.40% due 1/1/01                              Aa/AA+     1,045,337
  1,000,000   Virginia State Housing Development Authority Series H-1, 
              6.60% due 7/1/08                              Aa/AA+     1,055,040
  1,000,000   Virginia Housing Dev. Auth. Commonwealth Mortgage Series 
              1992-C, 6.75% due 7/1/11                       Aa/AA     1,035,820
  1,000,000   Virginia Public School Authority, 6.80% due 1/15/05 
              pre-refunded 1/15/99 (School Funding Project)Aaa/AAA     1,079,500
Washington    (2.46%)
  1,000,000   Bremerton Water & Sewer Improvement Revenue Series B, 
              6.00% due 9/1/03 (Insured: FGIC)             Aaa/AAA     1,072,850
  1,100,000   Clark County Industrial Revenue Solid Waste Transfer 
              Stations Series 1991, 7.50% due 12/15/06 
              (Columbia Resource Company Project; 
              LOC: U.S. Bank of Oregon)                      A1/NR     1,185,668
  1,500,000   Pilchuck Development Public Corporation IDRB Series 1993,
              6.25% due 8/1/10 (Little Neck Properties Project; 
              LOC: U.S. Bancorp)                             A1/NR     1,505,520
    790,000   Port of Grays Harbor Revenue Refunding, 6.05% 
              due 12/1/02                                     A/BBB+     833,300
  1,000,000   Washington Health Care Facilities Authority Pooled Equipment 
              Series 1992-B, 7.20% due 6/1/02 (Kadlec 
              Medical Center Project)                      Baa1/NR     1,034,670
    400,000   Washington Public Power Supply System Series 1991-A, 
              6.75% due 7/1/05 (Project: 1)                    Aa/AA     433,872
West Virginia (1.20%)
  3,100,000   West Virginia Parkways Economic Development and 
              Tourism Authority Parkway Revenue Refunding, 6.29% 
              inverse floating rate note due 5/15/02 
              (Insured: FGIC)                              Aaa/AAA     2,962,763
Wisconsin     (.88%)
    400,000   Bass Lake PCRB, 6.50% due 4/1/05 (Johnson Timber Corp. 
              Project; Guaranty: SBA)                      Aaa*/AAA*     434,620
    735,000   Wisconsin Housing & Economic Development Authority Series C, 
              7.55% due 9/1/97 (LOC: FHA/ GEMIC Mortgage)      Aa/AA     751,383
  1,000,000   Wisconsin Health & Education, 7.75% due 11/1/15 
              (Hess Memorial Hospital Project)                 NR/NR     992,040

              TOTAL INVESTMENTS (100%) (Cost $236,723,430)**        $246,953,329


*   Indicates rating on other debt issued by the same issuer, rather than on the
    security held by the Fund.  These securities are deemed by the Adviser to be
    comparable with those of issuers having debt ratings in the 4 highest grades
    by Moody's or S & P.
** The cost for Federal income tax purposes is the same.
 + Credit ratings are unaudited.
             See notes to financial statements.







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