33-14905
Filed with the Securities and Exchange Commission
February 17, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
Post-Effective Amendment No. 32 [x]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 35 [x]
THORNBURG INVESTMENT TRUST (formerly "Thornburg Income Trust"
(Exact Name of Registrant as Specified in Charter)
119 East Marcy Street, Suite 202, Santa Fe, NM 87501
(Address of Principal Executive Office) (Zip Code)
Registrant's Telephone Number, including Area Code
(505) 984-0200
H. Garrett Thornburg, Jr.
119 East Marcy Street, Suite 202
Santa Fe, New Mexico 87501
(Name and Address of Agent for Service
It is proposed that this filing will become effective (check
appropriate box):
[x] Immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] On (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)
[ ] On [date] pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] On [date] pursuant to paragraph (a)(2)
The Registrant has registered an indefinite number or amount of
securities in accordance with Rule 24 under the Securities Act of
1933, and filed a Rule 24f-2 Notice for the fiscal year ended
September 30, 1997 on December 19, 1997.
<PAGE>
THORNBURG INVESTMENT TRUST
(i) Thornburg Limited Term U.S. Government Fund
(ii) Thornburg Intermediate Municipal Fund
(iii) Thornburg New Mexico Intermediate Municipal Fund
(iv) Thornburg Texas Intermediate Municipal Fund
(v) Thornburg Limited Term Income Fund
(vi) Thornburg Alabama Intermediate Municipal Fund
(vii) Thornburg Arizona Intermediate Municipal Fund
(viii) Thornburg Pennsylvania Intermediate Municipal Fund
(ix) Thornburg Florida Intermediate Municipal Fund
(x) Thornburg Tennessee Intermediate Municipal Fund
(xi) Thornburg Utah Intermediate Municipal Fund
(xii) Thornburg Value Fund
(xiii) Thornburg New York Intermediate Municipal Fund
CONTENTS
Facing Sheet
Contents
Cross Reference Sheets (Thornburg Limited Term U.S. Government
Fund [Class A shares and Class C shares];
Thornburg Limited Term Income Fund
[Class A shares and Class C shares])
Cross Reference Sheets (Thornburg Intermediate Municipal Fund;
[Class A and Class C shares]
Thornburg New Mexico Intermediate Municipal Fund
[Class A shares];
Thornburg Florida Intermediate Municipal Fund
[Class A shares];
Thornburg New York Intermediate Municipal Fund
[Class A shares];
Thornburg Alabama Intermediate Municipal Fund
[Class A shares and Class C shares];
Thornburg Arizona Intermediate Municipal Fund
[Class A shares and Class C shares];
Thornburg Pennsylvania Intermediate Municipal Fund
[Class A shares and Class C shares];
Thornburg Tennessee Intermediate Municipal Fund
[Class A shares and Class C shares];
Thornburg Texas Intermediate Municipal Fund
[Class A shares and Class C shares];
Thornburg Utah Intermediate Municipal Fund
[Class A shares and Class C shares])
Cross Reference Sheets (Thornburg Value Fund [Class A shares and
Class C shares])
Cross Reference Sheets (Thornburg Intermediate Municipal Fund
[Institutional Class]; Thornburg Limited Term U.S.
Government Fund [Institutional Class]; Thornburg
Limited Term Income Fund [Institutional Class];
Thornburg Value Fund [Institutional Class])
Prospectus (Thornburg Limited Term U.S. Government Fund
[Class A shares and Class C shares];
Thornburg Limited Term Income Fund
[Class A shares and Class C shares])
Prospectus (Thornburg Intermediate Municipal Fund;
[Class A and Class C shares]
Thornburg New Mexico Intermediate Municipal Fund
[Class A shares];
Thornburg Florida Intermediate Municipal Fund
[Class A shares];
Thornburg New York Intermediate Municipal Fund
[Class A shares];
Thornburg Alabama Intermediate Municipal Fund
[Class A shares and Class C shares];
Thornburg Arizona Intermediate Municipal Fund
[Class A shares and Class C shares];
Thornburg Pennsylvania Intermediate Municipal Fund
[Class A shares and Class C shares];
Thornburg Tennessee Intermediate Municipal Fund
[Class A shares and Class C shares];
Thornburg Texas Intermediate Municipal Fund
[Class A shares and Class C shares];
Thornburg Utah Intermediate Municipal Fund
[Class A shares and Class C shares])
Prospectus (Thornburg Value Fund [Class A shares and
Class C shares])
Prospectus (Thornburg Intermediate Municipal Fund
[Institutional Class shares];
Thornburg Limited Term U.S. Government Fund
[Institutional Class Shares];
Thornburg Limited Term Income Fund
[Institutional Class shares];
Thornburg Value Fund [Class A and
Class C shares])
Statement of Additional (Thornburg Limited Term U.S. Government Fund
Information [Class A shares and Class C shares];
Thornburg Limited Term Income Fund
[Class A shares and Class C shares])
Statement of Additional (Thornburg Intermediate Municipal Fund
Information [Class A shares and Class C shares];
Thornburg New Mexico Intermediate Municipal Fund
[Class A shares];
Thornburg Florida Intermediate Municipal Fund
[Class A shares];
Thornburg New York Intermediate Municipal Fund
[Class A shares];
Thornburg Alabama Intermediate Municipal Fund
[Class A shares and Class C shares];
Thornburg Arizona Intermediate Municipal Fund
[Class A shares and Class C shares];
Thornburg Pennsylvania Intermediate Municipal Fund
[Class A shares and Class C shares];
Thornburg Tennessee Intermediate Municipal Fund
[Class A shares and Class C shares];
Thornburg Texas Intermediate Municipal Fund
[Class A shares and Class C shares];
Thornburg Utah Intermediate Municipal Fund
[Class A shares and Class C shares])
Statement of Additional (Thornburg Value Fund [Class A shares and
Information Class C shares])
Statement of Additional (Thornburg Intermediate Municipal Fund
Information [Institutional Class shares];
Thornburg Limited Term U.S. Government Fund
[Institutional Class shares];
Thornburg Limited Term Income Fund
[Institutional Class shares]; and
Thornburg Value Fund
[Institutional Class shares])
Part C
Signature Page
Exhibits
<PAGE>
THORNBURG INVESTMENT TRUST
CROSS REFERENCE SHEETS
("Thornburg Limited Term Income Funds"
[Class A and Class C shares])
Thornburg Limited Term U.S. Government Fund
Thornburg Limited Term Income Fund
Form N-1A Item Number
Part A Prospectus Caption
1 . . . . . . . . . . . . . . . . . . . . . .Cover Page
2 (a) . . . . . . . . . . . . . . . EXPENSE INFORMATION
2 (b) . . . . . . . . . . . . . . . . . . . . THE FUNDS
3 . . . . . . . . . . . . . . . . .FINANCIAL HIGHLIGHTS
4 (a)(i) . . . . . . . . . . ORGANIZATION OF THE FUNDS
(a)(ii), (b) & (c).INVESTMENT OBJECTIVES AND POLICIES
5 . . . . . . . . . INFORMATION ABOUT THE FUNDS
(a) . . . . . .Organization of the Funds; TMC and TSC
(b) . . . . . . . . . . . . . . . . . . . TMC and TSC
(c) . . . . . . . . . . . . . . . . . . . TMC and TSC
(d) . . . . . . . . . . . . . . . . . . . TMC and TSC
Outside Cover
(e) . . . . . . . . . . . . . . . . . . Outside Cover
(f) . . . . . . . . . . . . . . . . . . . TMC and TSC
(g) . . . . . . . . . . . . . . . . . Not Applicable
5 A . . . . . MANAGEMENT DISCUSSION OF FUND PERFORMANCE
6 (a) . . . . . . . . . . . . Organization of the Funds
Organization of the Funds
(b) . . . . . . . . . . . . . . . . . Not Applicable
(c) . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . Cover Page; INVESTOR SERVICES
(f) . . . . . . . . SHAREHOLDER AND ACCOUNT POLICIES
(g) . . . . . . . . . . . . . . . . . . . . . . TAXES
(h) . . . . . . . . YOUR ACCOUNT; Buying Fund Shares
7 (a) . . . . . . . . . . . . . . . . . . Outside Cover
(b), (c), (d) . . . YOUR ACCOUNT / Buying Fund Shares
(e) . . SERVICE AND DISTRIBUTION PLANS; Service Plan
(f) . . . . . . . . . SERVICE AND DISTRIBUTION PLANS
8 . . . . . . . . . . . . . . . . . SELLING FUND SHARES
(a), (b) . . . . . . . . . . . . SELLING FUND SHARES
(c) . . . . . . . . . . . . . . . SELLING FUND SHARES
(d) . . . . . . . . . . . . . . . Transaction Details
9 . . . . . . . . . . . . . . . . . . . Not Applicable
Part B Statement of Additional Information
10 . . . . . . . . . . . . . . . . . . . . .Cover Page
11 . . . . . . . . . . . . . . . . . TABLE OF CONTENTS
12 . . . . . . . . . . . . . . . . . . Not Applicable
13
(a) . . . . . . . INVESTMENT OBJECTIVES AND POLICIES
(b) . . . . . . . . . . . . . .INVESTMENT LIMITATIONS
(c) . . . . . . . .INVESTMENT OBJECTIVES AND POLICIES
(d) . . . . . . . .INVESTMENT OBJECTIVES AND POLICIES
14 (a), (b) . . . . . . . . . . . . . . . . .MANAGEMENT
(c) . . . . . . . . . . . . . . . . Not Applicable
15 . . . . . . . . . . . . . . . . . . Not Applicable
16 (a), (b), (c). . . . . . . . .INVESTMENT ADVISER AND
INVESTMENT ADVISORY AGREEMENT;
MANAGEMENT
(d) . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . Not Applicable
(f) . . . . . . . . . . . . . INVESTMENT ADVISER AND
INVESTMENT ADVISORY AGREEMENT;
SERVICE AND DISTRIBUTION PLANS
(g) . . . . . . . . . . . . . . . . . Not Applicable
(h) . . . . . . . . .Prospectus; INDEPENDENT AUDITORS
(i) . . . . . . . . . . . . . . . . . Not Applicable
17 . . . . . . . . . . . . . . PORTFOLIO TRANSACTIONS
18 . . . . . . . . . . . . . . . . . . . . Prospectus
19 . . . . . . . . Prospectus; PURCHASE OF FUND SHARES
20 . . . DISTRIBUTIONS, TAXES AND SHAREHOLDER ACCOUNTS
21 . . . . . . . . . . . . . . . . . . . . DISTRIBUTOR
22 . . . . . . . . . DETERMINATION OF NET ASSET VALUE;
YIELD COMPUTATION
23 . . . . . . . . . . . . . . . FINANCIAL STATEMENTS
<PAGE> THORNBURG INVESTMENT TRUST
CROSS REFERENCE SHEETS
("Thornburg Intermediate Municipal Funds"
[Class A shares and Class C shares])
Thornburg Intermediate Municipal Fund
Thornburg New Mexico Intermediate Municipal Fund
Thornburg Florida Intermediate Municipal Fund
Thornburg New York Intermediate Municipal Fund
Thornburg Alabama Intermediate Municipal Fund
Thornburg Arizona Intermediate Municipal Fund
Thornburg Pennsylvania Intermediate Municipal Fund
Thornburg Tennessee Intermediate Municipal Fund
Thornburg Texas Intermediate Municipal Fund
Thornburg Utah Intermediate Municipal Fund
Form N-1A Item Number
Part A Prospectus Caption
1 . . . . . . . . . . . . . . . . . . . . . .Cover Page
2 (a) . . . . . . . . . . . . . . . EXPENSE INFORMATION
(b) . . . . . . . . . . . . . . . . . Not Applicable
3 . . . . . . . . . . . . . . . . FINANCIAL HIGHLIGHTS
4 (a)(i). . . . . . . .Special Considerations Affecting
Single-State Funds;
Organization of the Funds
Organization of the Funds
(a)(ii), (b) & (c).INVESTMENT OBJECTIVES AND POLICIES
5 . . . . . . . . . . . . . INFORMATION ABOUT THE FUNDS
(a) . . . . . .Organization of the Funds; TMC and TSC
(b) . . . . . . . . . . . . . . . . . . . TMC and TSC
(c) . . . . . . . . . . . . . . . . . . . TMC and TSC
(d) . . . . . . . . . . . . . . . . . . . TMC and TSC
Outside Cover
(e) . . . . . . . . . . . . . . . . . . Outside Cover
(f) . . . . . . . . . . . . . . . . . . . TMC and TSC
(g) . . . . . . . . . . . . . . . . . Not Applicable
5 A . . . . . MANAGEMENT DISCUSSION OF FUND PERFORMANCE
6 (a) . . . . . . . . . . . . Organization of the Funds
Organization of the Funds
(b) . . . . . . . . . . . . . . . . . Not Applicable
(c) . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . Cover Page; INVESTOR SERVICES
(f) . . . . . . . . SHAREHOLDER AND ACCOUNT POLICIES
(g) . . . . . . . . . . . . . . . . . . . . . . TAXES
(h) . . . . . . . . YOUR ACCOUNT; Buying Fund Shares
7 (a) . . . . . . . . . . . . . . . . . . Outside Cover
(b), (c), (d) . . . YOUR ACCOUNT / Buying Fund Shares
(e) . . SERVICE AND DISTRIBUTION PLANS; Service Plan
(f) . . . . . . . . . SERVICE AND DISTRIBUTION PLANS
8 . . . . . . . . . . . . . . . . . SELLING FUND SHARES
(a), (b) . . . . . . . . . . . . SELLING FUND SHARES
(c) . . . . . . . . . . . . . . . SELLING FUND SHARES
(d) . . . . . . . . . . . . . . . Transaction Details
9 . . . . . . . . . . . . . . . . . . . Not Applicable
Part B Statement of Additional Information
10 . . . . . . . . . . . . . . . . . . . . Cover Page
11 . . . . . . . . . . . . . . . . . TABLE OF CONTENTS
12 . . . . . . . . . . . . . . . . . . Not Applicable
13
(a) . . . . . . . INVESTMENT OBJECTIVES AND POLICIES
(b) . . . . . . . . . . . . . INVESTMENT LIMITATIONS
(c) . . . . . . . INVESTMENT OBJECTIVES AND POLICIES
(d) . . . . . . . INVESTMENT OBJECTIVES AND POLICIES
Investment Policies and Techniques
14 (a), (b) . . . . . . . . . . . . . . . . MANAGEMENT
(c). . . . . . . . . . . . . . . . . Not Applicable
15 . . . . . . . . . . . . . . . . . . Not Applicable
16 (a), (b), (c) INVESTMENT ADVISER AND
INVESTMENT ADVISORY AGREEMENT;
MANAGEMENT
(d) . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . . . Not Applicable
(f) . . . . . . . . . . . . . .INVESTMENT ADVISER AND
INVESTMENT ADVISORY AGREEMENT
. . . . . . . . . . . . .SERVICE AND DISTRIBUTION PLANS
(g) . . . . . . . . . . . . . . . . . Not Applicable
(h) . . . . . . . . Prospectus; INDEPENDENT AUDITORS
(i) . . . . . . . . . . . . . . . . . Not Applicable
17. . . . . . . . . . . . . . . PORTFOLIO TRANSACTIONS
18 . . . . . . . . . . . . . . . . . . . . Prospectus
19 . . . . . . . . Prospectus; PURCHASE OF FUND SHARES
20 . . . DISTRIBUTIONS, TAXES AND SHAREHOLDER ACCOUNTS
21 . . . . . . . . . . . . . . . . . . . . DISTRIBUTOR
22 . . . . . . . . . DETERMINATION OF NET ASSET VALUE;
YIELD COMPUTATION
23 . . . . . . . . . . . . . Incorporated by reference
<PAGE>
THORNBURG INVESTMENT TRUST
CROSS REFERENCE SHEETS
Thornburg Value Fund
[Class A shares and Class C Shares]
Form N-1A Item Number
Part A Prospectus Caption
1 . . . . . . . . . . . . . . . . . . . . . Cover Page
2 (a) . . . . . . . . . . . . . . . . . . . . KEY FACTS
(b) . . . . . . . . . . . . . . . . . . . . KEY FACTS
3 . . . . . . . . . . . . . . . . . . . Not Applicable
4 (a)(i). . . . . . . . . . . . . . THE FUND IN DETAIL
Organization of the Fund
(ii) . . . . . . . . . . . . . . . . . KEY FACTS
The Fund at a Glance
INVESTMENT PRINCIPLES AND RISKS;
SECURITIES AND INVESTMENT PRACTICES;
FUNDAMENTAL INVESTMENT POLICIES AND RESTRICTIONS
(b). . . . . . . . .INVESTMENT PRINCIPLES AND RISKS;
SECURITIES AND INVESTMENT PRACTICES
5 (a) . . . . . . . . . . . . . . . THE FUND IN DETAIL
Organization of the Fund
(b), (c). . . . . . . . . . . . . .THE FUND IN DETAIL
TMC and TSC
Management Fee
5 A . . . . . . . . . . . . . . . . . . Not Applicable
6 (a) . . . . . . . . . . . . . . . THE FUND IN DETAIL
Organization of the Fund
(b) . . . . . . . . . . . . . . . . . Not Applicable
(c) . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . Not Applicable
(e) . . . . . . . . . . . . . . . .THE FUND IN DETAIL
TMC and TSC
(f), (g). . . . . . SHAREHOLDER AND ACCOUNT POLICIES
(h) . . . . . . . . . . . . . . . BUYING FUND SHARES
7 (a) . . . . . . . . . . . . . . . .THE FUND IN DETAIL
TMC and TSC
(b), (c), (d) . . . . . . . . . . BUYING FUND SHARES
(e), (f). . . . . . . SERVICE AND DISTRIBUTION PLANS
(g) . . . . . . . . . . . . . . . .BUYING FUND SHARES
Class B Shares;
SELLING FUND SHARES
8 (a), (b), (c) . . . . . . . . . . SELLING FUND SHARES
(d) . . . . . . . . . . . . . . . TRANSACTION DETAILS
9 . . . . . . . . . . . . . . . . . . . Not Applicable
Part B Statement of Additional Information
10. . . . . . . . . . . . . . . . . . . . . Cover Page
11 . . . . . . . . . . . . . . . . . TABLE OF CONTENTS
12 . . . . . . . . . . . . . . . . . . . . Cover Page
13
(a) . . . . . . . INVESTMENT POLICIES AND LIMITATIONS
(b) . . . . . . . INVESTMENT POLICIES AND LIMITATIONS
(c) . . . . . . . INVESTMENT POLICIES AND LIMITATIONS
(d) . . . . . . . . . . . . . . . . . . . Prospectus
14 (a), (b) . . . . . . . . . . . TRUSTEES AND OFFICERS
(c). . . . . . . . . . . . . . . . . Not Applicable
15 . . . . . . . . . . . . . . . . . . Not Applicable
16 (a), (b), (c). . . . . . . . INVESTMENT ADVISER AND
INVESTMENT ADVISORY AGREEMENT
(d) INVESTMENT ADVISER AND
INVESTMENT ADVISORY AGREEMENT
(e) . . . . . . . . . . . . . . . . . Not Applicable
(f) . . . . . . . . . . . . . INVESTMENT ADVISORY AND
ADMINISTRATIVE SERVICES AGREEMENTS
SERVICE AND DISTRIBUTION PLANS
(g) . . . . . . . . . . . . . . . . . Not Applicable
(h) . . . . . . . . Prospectus; INDEPENDENT AUDITORS
(i) . . . . . . . . . . . . . . . . . Not Applicable
17. . . . . . . . . . . . . . . PORTFOLIO TRANSACTIONS
18 . . . . . Prospectus; CONVERSION OF CLASS B SHARES
19 . . . . . . . . . . . . . . . . . . . . Prospectus;
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
20 . . . . . . . . . . . . . . DISTRIBUTIONS AND TAXES
21 . . . . . . . . . . . . . . . . . . . . DISTRIBUTOR
22 . . . . . . . . . . . . . . . . . . . . PERFORMANCE
23 . . . . . . . . . . . . . . . FINANCIAL STATEMENTS
<PAGE>
THORNBURG INVESTMENT TRUST
CROSS REFERENCE SHEETS
Thornburg Intermediate Municipal Fund
[Institutional Class]
Thornburg Limited Term U.S. Government Fund
[Institutional Class]
Thornburg Limited Term Income Fund
[Institutional Class]
Thornburg Value Fund
[Institutional Class]
Form N-1A Item Number
Part A Prospectus Caption
1 . . . . . . . . . . . . . . . . . . . . . .Cover Page
2 (a) . . . . . . . . . . . . . . . EXPENSE INFORMATION
(b) . . . . . . . . . . . . . . . . . Not Applicable
3 . . . . . . . . . . . . . . . . . . . Not Applicable
4 (a)(i). . . . . . . . . . . ORGANIZATION OF THE FUNDS
(a)(ii), (b) & (c).INVESTMENT OBJECTIVES AND POLICIES
5 . . . . . . . . . . . . . ORGANIZATION OF THE FUNDS;
TMC and TSC
5 A . . . . . . . . . . . . . . . . . . Not Applicable
6 (a) . . . . . . . . . . . . ORGANIZATION OF THE FUNDS
(b) . . . . . . . . . . . . . . . . . Not Applicable
(c) . . . . . . . . . . . . . . . . . Not Applicable
(d) . . . . . . . . . . . . . . . . . . . Cover Page
(e) . . . . . . . . . . Cover Page; INVESTOR SERVICES
(f) . . . . . . . . SHAREHOLDER AND ACCOUNT POLICIES
(g) . . . . . . . . . . . . . . . . . . . . . . TAXES
(h) . . . . . . . . . . . . . . . . . . . Cover Page;
YOUR ACCOUNT - Buying Fund Shares
7 (a) . . . . . . . . . . . . . ADDITIONAL INFORMATION
(b), (c), (d) . . . . . . . . . . . . . YOUR ACCOUNT;
TRANSACTION DETAILS
8 (a), (b), (c) and (d) . . . . . . SELLING FUND SHARES
9 . . . . . . . . . . . . . . . . . . . Not Applicable
Part B Statement of Additional Information
10 . . . . . . . . . . . . . . . . . . . . Cover Page
11 . . . . . . . . . . . . . . . . . TABLE OF CONTENTS
12 . . . . . . . . . . . . . . . . . . . . Cover Page
13 . . . . . . . . INVESTMENT OBJECTIVES AND POLICIES
14 . . . . . . . . . . . . . . . . . . . . MANAGEMENT
15 . . . . . . . . . . . . . . . . . . Not Applicable
16 .INVESTMENT ADVISER, INVESTMENT ADVISORY AGREEMENTS
AND ADMINISTRATIVE SERVICES AGREEMENTS;
17. . . . . . . . . . . . . . . PORTFOLIO TRANSACTIONS
18 . . . . . . . . . . . . . . . . . . . . Prospectus
19 . . . . . . . . . . . . . . . . . . . . Prospectus
20 . . . . . . . . . . . . . . . . . . . . . . . TAXES
21 . . . . . . . . . . . . . . . . . . . . DISTRIBUTOR
22 . . . . . . . . . YIELD AND PERFORMANCE INFORMATION
23 . . . . . . . . . . . . . . . FINANCIAL STATEMENTS
PART A
(no prospectuses included)
PART B
(no Statements of Additional Information included)
<PAGE>
PART C
OTHER INFORMATION
Items 23 and 24. Financial Statements and Exhibits.
(a) Financial Statements
(i) Thornburg Limited Term U.S. Government Fund (Class A,
Class C and Class I shares),
(ii) Thornburg Limited Term Income Fund (Class A,
Class C and Class I shares),
(iii) Thornburg Intermediate Municipal Fund (Class A,
Class C and Class I shares),
(iv) Thornburg New Mexico Intermediate Municipal Fund (Class A
shares),
(v) Thornburg Florida Intermediate Municipal Fund (Class A
shares),
(vi) Thornburg Value Fund (Class A and Class C shares):
Reports of Independent Auditors dated October 24, 1997,
Statements of Assets and Liabilities including Schedules of
Investments as of September 30, 1997, Statements of
Operations for the year ended September 30, 1997, Statements
of Changes in Net Assets for the two years ended
September 30, 1997, Notes to Financial Statements, Financial
Highlights are incorporated by reference to Registrant's
1997 Annual Reports to Shareholders in respect of Thornburg
Limited Term U.S. Government Fund, Thornburg Limited Term
Income Fund, Thornburg Intermediate Municipal Fund,
Thornburg New Mexico Intermediate Municipal Fund, and
Thornburg Florida Intermediate Municipal Fund, and Thornburg
Value Fund previously filed with the Securities and Exchange
Commission, and
(vii) Thornburg New York Intermediate Municipal Fund: Statement of
Assets and Liabilities including Schedule of Investments as
of October 31, 1997, Statement of Operations for the period
ended October 31, 1997, Statement of Changes in Net Assets
for the period ended October 31, 1997, Notes to Financial
Statements and Financial Highlights are filed as an exhibit
hereto.
(b) Exhibits
The following Exhibits are incorporated herein by reference to Registrant's
Registration Statement on Form N-1A as initially filed on June 12, 1987.
(1) Limited Term Trust, Agreement and Declaration of Trust,
dated June 3, 1987.
(2) By-Laws of Limited Term Trust, dated June 3, 1987.
(3) Not applicable.
(4) Not applicable.
(5) Form of Investment Advisory Agreement between
Registrant and Thornburg Management Company, Inc.
(6) (a) Form of Distribution Agreement between Registrant
and Thornburg Securities Corporation.
(b) Form of Agency Agreement.
(7) Not applicable.
(11) Not applicable.
(12) Not applicable.
(13) Form of Subscription to Shares by Thornburg Management
Company, Inc.
(15) Form of Plan and Agreement of Distribution Pursuant to
Rule 12b-1 between Registrant and Thornburg Management
Company, Inc.
The following exhibits are incorporated herein by reference to Registrant's
pre-effective amendment No. 1 to its Registration Statement on Form N-1A as
filed on October 28, 1987:
(1) Thornburg Income Trust - First Amendment and Supplement
to Agreement and Declaration of Trust, dated August 11,
1987.
(8) Form of Custodian Agreement between Registrant and
State Street Bank and Trust Company. This exhibit
supersedes the form of Custodian Agreement filed with
the Registrant's initial Registration Statement on Form
N-1A on June 12, 1987.
(9) Form of Transfer Agency Agreement between Registrant
and State Street Bank and Trust Company. This exhibit
supersedes the form of Transfer Agency Agreement filed
with the Registrant's initial Registration Statement on
Form N-1A on June 12, 1987.
The following exhibits are incorporated herein by reference to Registrant's
post-effective amendment No. 1 to its Registration Statement on Form N-1A
as filed on March 3, 1988:
(1) Thornburg Income Trust-Second Amendment and Supplement
to Agreement and Declaration of Trust, dated October 28,
1987.
The following exhibits are incorporated herein by reference to Registrant's
post-effective amendment No. 7 to its Registration Statement on Form N-1A
as filed on April 19, 1991:
(16) Powers of Attorney from Messrs. Bemis, Smith and
Thornburg.
The following exhibits are incorporated herein by reference to Registrant's
post-effective amendment No. 9 to its Registration Statement on Form N-1A
as filed on March 3, 1992:
(16) Power of Attorney from J. Burchenal Ault
The following exhibits are incorporated herein by reference to the
Registrant's post-effective amendment No. 10 to its Registration Statement
on Form N-1A as filed on July 23, 1992:
(5) Revised form of Investment Advisory Agreement between
Registrant and Thornburg Management Company, Inc.
(13) Form of Subscription to Shares
(15) Revised form of Plan and Agreement of Distribution
Pursuant to Rule 12b-1 between Registrant and Thornburg
Management Company, Inc.
The following exhibits are incorporated herein by reference to the
Registrant's post-effective amendment No. 13 to its Registration Statement
on Form N-1A as filed on December 3, 1993:
(1) Thornburg Income Trust -- Third, Fourth, Fifth, Sixth
and Seventh Amendments and Supplements to Agreement and
Declaration of Trust
The following exhibits are incorporated herein by reference to the
Registrant's post-effective amendment No. 14 to its Registration Statement
on Form N-1A as filed on May 13, 1994:
(18) Power of attorney (B. McMahon)
The following exhibits are incorporated herein by reference to the
Registrant's post-effective amendment no. 17 to its Registration Statement
on Form N-1A as filed on July 27, 1994:
(1) Thornburg Income Trust Amended and Restated Designation
of Series.
(15.2) Form of Plan and Agreement pursuant to Rule 12b-1
(Class B Distribution Plan)
(15.3) Form of Plan and Agreement pursuant to Rule 12b-1
(Class C Distribution Plan)
The following exhibits are incorporated herein by reference to the
Registrant's post-effective amendment no. 18 to its Registration Statement
on Form N-1A as filed on December 3, 1994:
(15.2) Form of Plan and Agreement pursuant to Rule 12b-1
(Class B Service Plan)
(15.3) Form of Plan and Agreement pursuant to Rule 12b-1
(Class C Service Plan)
The following exhibits are incorporated by reference to the Registrant's
post-effective amendment no. 20 to its Registration Statement on Form N-1A
as filed on July 5, 1995:
(1.1) Thornburg Income Trust -- Ninth Amendment and
Supplement to Agreement and Declaration of Trust
(1.2) Thornburg Income Trust -- Tenth Amendment and
Supplement to Agreement and Declaration of Trust
(5) Investment Advisory Agreement -- in respect of
Thornburg Value Fund
(15.1) Form of Plan and Agreement Pursuant to Rule 12b-1
(Service Plan -- all classes) -- Thornburg Value Fund
(15.2) Form of Plan and Agreement Pursuant to Rule 12b-1
(Class B Distribution Plan) -- Thornburg Value Fund
(15.3) Form of Plan and Agreement Pursuant to Rule 12b-1
(Class C Distribution Plan) -- Thornburg Value Fund
(19) Power of attorney from David A. Ater
The following exhibit is incorporated by reference to the Registrant's
post-effective amendment no. 22 to its Registration Statement on Form N-1A
as filed on October 2, 1995:
(1) Thornburg Income Trust -- Corrected Tenth Amendment
and Supplement to Agreement and Declaration of Trust
The following exhibits are incorporated by reference to the Registrant's
post-effective amendment no. 26 to its Registration Statement on Form N-1A
as filed on May 6, 1996:
(1) First Supplement to Amended and Restated Designation of Series
(15) Form of Institutional Class Service Plan (12b-1 plan and
agreement)
The following exhibits are incorporated by reference to the Registrant's
post-effective amendment no. 27 to its Registration Statement on Form N-1A
as filed on August 30, 1996:
(5) Form of Restated Investment Advisory Agreement
(9) Form of Administrative Services Agreement
The following exhibits are incorporated by reference from the Registrant's
post-effective amendment no. 29 to its Registration Statement on Form N-1A
as filed on March 14, 1997:
(1.1) Eleventh Amendment and Supplement to Agreement and Declaration
of Trust
(1.2) Twelfth Amendment and Supplement to Agreement and Declaration
of Trust
(5) Amended Form of Restated Investment Advisory Agreement (re
Thornburg New York Intermediate Municipal Fund)
(9) Form of Administrative Services Agreement (re Class A Shares
of Thornburg New York Intermediate Municipal Fund)
(11.1) Consent of Counsel to be named in registration statement
(11.2) Consent of McGladrey & Pullen, LLP, independent auditors, to
be named in registration statement (re Thornburg New York
Intermediate Municipal Fund)
(14) Model IRA Plan
(15) Form of Class A Service Plan for Thornburg New York
Intermediate Municipal Fund (12b-1 plan and agreement)
(19.1) Power of attorney from Brian J. McMahon
(19.2) Power of attorney from James W. Weyhrauch
The following exhibits are incorporated by reference from the
Registrant's post-effective amendment no. 30 to its Registration Statement
on Form N-1A as filed on September 3, 1997:
(11.2) Consent of McGladrey & Pullen, LLP, independent auditors, to
be named in registration statement (re Thornburg New York
Intermediate Municipal Fund)
(18) Rule 18f-3 plan
The following exhibits are incorporated by reference from the
Registrant's post-effective amendment no. 31 to its Registration Statement
on Form N-1A as filed on December 3, 1997:
(11.1) Consent of Counsel to be named in registration statement
(11.2) Consent of McGladrey & Pullen, LLP, independent auditors, to
be named in registration statement (re Thornburg New York
Intermediate Municipal Fund)
(16.1) Schedules of performance computations as of September 30, 1997
for Thornburg Limited Term U.S. Government Fund (Class A,
Class C and Class I shares); Thornburg Limited Term Income
Fund (Class A, Class C and Class I shares); Thornburg
Intermediate Municipal Fund (Class A, Class C and Class I
shares); Thornburg New Mexico Intermediate Municipal Fund
(Class A shares); Thornburg Florida Intermediate Municipal
Fund (Class A shares); Thornburg Value Fund (Class A and
Class C shares)
(16.2) Financial data schedules as of September 30, 1997 for
Thornburg Limited Term U.S. Government Fund, Thornburg
Limited Term Income Fund, Thornburg Intermediate Municipal
Fund, Thornburg New Mexico Intermediate Municipal Fund,
Thornburg Florida Intermediate Municipal Fund and Thornburg
Value Fund
The following exhibits are filed herewith:
(5) Amended and Restated Investment Advisory Agreement
(6) Thornburg Investment Trust Distribution Agreement
(9.1) Administrative Services Agreement (Class A and Class C shares)
(9.2) Administrative Services Agreement (Class I Shares)
(9.3) Memorandum of Reimbursement
(12) Thornburg New York Intermediate Municipal Fund Statement of
Assets and Liabilities including Schedule of Investment as of
October 31, 1997, Statement of Operations for the period ended
October 31, 1997, Statement of Changes in Net Assets for the
period ended October 31, 1997, Notes to Financial Statements
and Financial Highlights
(15.1) Plan and Agreement of Distribution Pursuant to Rule 12b-1
(Service Plan - Classes A, C and I)
(15.2) Plan and Agreement of Distribution Pursuant to Rule 12b-1
(Distribution Plan - Class C)
Item 25. Persons Controlled By or Under Common Control With Registrant.
Not applicable.
Item 26. Number of Record Holders of Securities (as of December 31,
1997).
Title of Series (active series only) No. of Holders
------------------------------------ --------------
Thornburg Limited Term U.S. Government Fund . . . 3,917
Thornburg Intermediate Municipal Fund . . . . . . 6,232
Thornburg New Mexico Intermediate Municipal Fund. 2,508
Thornburg Florida Intermediate Municipal Fund . . 338
Thornburg New York Intermediate Municipal Fund . . 789
Thornburg Limited Term Income Fund. . . . . . . . 1,344
Thornburg Value Fund. . . . . . . . . . . . . . . 3,485
Item 27. Indemnification.
(1) Please see Section 10.2 of the Agreement and Declaration of
Trust filed as Exhibit 1. Section 10.2 generally provides that each of the
Trust's officers and Trustees will be indemnified by the Trust against
liability and expenses in connection with his having been a Trustee or
officer unless it is determined that the individual is liable by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of
the duties involved in the conduct of his office, or if the individual did
not act in good faith in the reasonable belief that the action was in the
Trust's best interest.
(2) Please see Section 7 of the Distribution Agreement filed as
Exhibit 6(a). Section 7 generally provides that the Trust will indemnify
TSC, its officers and directors, and its controlling persons against
liabilities and expenses incurred because of any alleged untrue statement
of material fact contained in the Registration Statement, Prospectus or
annual or interim reports to shareholders, or any alleged omission to state
a material fact required to be stated therein, or necessary to make the
statements therein, not misleading, except where (i) the untrue statement
or omission arises from information furnished by TSC, or (ii) to the extent
the prospective indemnitee is an officer, trustee or controlling person
of the Trust, the indemnification is against public policy as expressed in
the 1933 Act, or (iii) the liability or expense arises from TSC's willful
misfeasance, bad faith, gross negligence, reckless performance of duties,
or reckless disregard of its obligations and duties under the Distribution
Agreement. Further, TSC agrees to indemnify the Trust, its officers and
trustees, and its controlling persons in certain circumstances.
(3) The directors and officers of TMC are insured, and it is
intended that the Trustees and officers of the Trust will become insured,
under a joint professional and directors and officers liability policy.
The described individuals are referred to as the "insureds." The policy
covers amounts which the insureds become legally obligated to pay by reason
of the act, error, omission, misstatement, misleading statement or neglect
or breach of duty in the performance of their duties as directors, trustees
and officers. In addition, the policy covers TMC, and is proposed to cover
the Registrant, to the extent that they have legally indemnified the
insureds for amounts incurred by the insureds as described in the preceding
sentence. The coverage excludes amounts that the insureds become obligated
to pay by reason of conduct which constitutes willful misfeasance, bad
faith, gross negligence or reckless disregard of the insured's duties. The
application of the foregoing provisions is limited by the following
undertaking set forth in the rules promulgated by the Securities and
Exchange Commission:
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to
Trustees, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policies expressed
in such Act and that if a claim for indemnification
against such liabilities other than the payment by the
Registrant of expenses incurred or paid by a Trustee,
officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding)
is asserted by such Trustee, officer or controlling
person in connection with the securities being
registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by
controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as
expressed in such Act and will be governed by the
final adjudication of such issue.
Item 28. Business and Other Connections of the Investment Adviser. See
"MANAGEMENT" in the Statement of Additional Information.
Item 29. Principal Underwriters.
(a) The principal underwriter for the Registrant will be Thornburg
Securities Corporation ("TSC"). TSC is registered as a broker-dealer under
the Securities Exchange Act of 1934 and is a member of the National
Association of Securities Dealers, Inc. TSC was formed for the purpose of
distributing the shares of the Registrant's series and other registered
investment companies sponsored by its affiliates, and does not currently
engage in the general securities business.
(b) The address of each of the directors and officers of TSC is 119
East Marcy Street, Suite 202, Santa Fe, New Mexico 87501.
Positions and Positions and
Offices Offices
Name with TSC with Registrant
- ---------------------- -------------- --------------------
H. Garrett Thornburg, Jr. Director Trustee; President
Kenneth Ziesenheim President Vice President
Dawn B. Fischer Secretary Secretary and
Assistant Treasurer
(c) Not applicable.
Item 30. Location of Accounts and Records.
All accounts, books and other documents required to be maintained by
Section 31(a) of the Investment Company Act of 1940 and the rules
thereunder are maintained at the offices of State Street Bank and Trust
Company, at 470 Atlantic Avenue, Fifth Floor, Boston, Massachusetts 02210.
Item 31. Management Services.
The Registrant and Thornburg Management Company, Inc. ("TMC") have
agreed that TMC will perform for the Registrant certain telephone answering
services previously performed by the Registrant's transfer agent, National
Financial Data Services, Inc. ("NFDS"). These telephone services include
answering telephone calls placed to the Registrant or its transfer agent by
shareholders, securities dealers and others through the Registrant's toll
free number, and responding to those telephone calls by answering
questions, effecting certain shareholder transactions described in the
Registrant's current prospectuses, and performing such other, similar
functions as the Registrant may reasonably prescribe from time to time.
The Registrant will pay one dollar for each telephone call, which was the
charge previously imposed by the Registrant's transfer agent for this
service. The Registrant's transfer agent will no longer charge for this
service. The Registrant understands that (i) the telephone answering
service provided by TMC will be superior to that previously provided by the
transfer agent because TMC will devote greater attention to training the
telephone personnel, and those personnel will have immediate access to the
Registrant's and TMC's management, (ii) the per-call charge imposed upon
the Registrant for this service will be no greater than that charged by the
Registrant's transfer agent, and (iii) TMC will not receive any profit from
providing this service. The Registrant will reimburse TMC for a portion of
the depreciation on certain telephone answering equipment purchased by TMC
to render the described services. The Registrant paid $44,552.67,
$73,536.38 and $20,906 to TMC under the described arrangements in each of
the three most recent fiscal years ended September 30, 1995, 1996 and 1997.
It is not believed that these arrangements constitute a management-related
services agreement.
Item 32. Undertakings. Not applicable.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940 the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereto duly authorized, in the City of Santa Fe, and State of New Mexico
on the 17th day of February, 1998. In accordance with Rule 485(b) under the
Securities Act of 1933, the Registrant represents that this amendment to
its Registration Statement is filed solely for one or more of the purposes
specified in Rule 485(b)(1), and that no material event requiring
disclosure in the Registrant's prospectuses has occurred since the
effective date of the Registrant's most recent post-effective amendment
which included a prospectus.
THORNBURG INVESTMENT TRUST
Registrant
By: *
____________________________________
H. Garrett Thornburg, Jr., President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the date indicated.
*
_________________________________________
H. Garrett Thornburg, Jr., Trustee,
President and principal executive officer
*
_________________________________________
J. Burchenal Ault, Trustee
*
_________________________________________
David A. Ater, Trustee
*
_________________________________________
Forrest S. Smith, Trustee
*
_________________________________________
James W. Weyhrauch, Trustee
* By: /s/
___________________________________
Charles W.N. Thompson, Jr.
Attorney-In-Fact
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------- -------
5 Amended and Restated Investment Advisory Agreement
6 Thornburg Investment Trust Distribution Agreement
9.1 Administrative Services Agreement (Class A and Class C Shares)
9.2 Administrative Services Agreement (Class I Shares)
9.3 Memorandum of Reimbursement
12 Thornburg New York Intermediate Municipal Fund Statement of
Assets and Liabilities including Schedule of Investment as
of October 31, 1997, Statement of Operations for the period
ending October 31, 1997, Statement of Changes in Net Assets
for the period ending October 31, 1997, Notes to Financial
Statements and Financial Highlights
15.1 Plan and Agreement of Distribution Pursuant to Rule 12b-1
(Service Plan - Classes A, C and I)
15.2 Plan and Agreement of Distribution Pursuant to Rule 12b-1
(Distribution Plan - Class C)
<PAGE>
EXHIBIT 5
AMENDED
AND RESTATED
INVESTMENT ADVISORY AGREEMENT
THORNBURG INVESTMENT TRUST
Thornburg Limited Term U.S. Government Fund
Thornburg Limited Term Income Fund
Thornburg Intermediate Municipal Fund
Thornburg New Mexico Intermediate Municipal Fund
Thornburg Florida Intermediate Municipal Fund
Thornburg New York Intermediate Municipal Fund
Thornburg Value Fund
119 East Marcy Street, Suite 202
Santa Fe, New Mexico 87501
Thornburg Management Company, Inc.
119 East Marcy Street, Suite 202
Santa Fe, New Mexico 87501
Ladies and Gentlemen:
We hereby confirm our agreement with you as follows:
1. We are engaged in the business of investing and reinvesting our
assets in securities of the type, and in accordance with the limitations,
specified in our Agreement and Declaration of Trust, By-Laws and Registration
Statement filed with the Securities and Exchange Commission under the
Investment Company Act of 1940 (the "Act") and the Securities Act of 1933,
including the Prospectuses forming a part thereof (the "Registration
Statement"), and in such manner and to such extent as may from time to time
be authorized by our Trustees. We have furnished copies of the documents
listed above and will furnish you such amendments thereto as may be made from
time to time.
2. (a) We hereby employ you to manage the investment and reinvestment
of the assets of our respective series and to perform related functions, and
without limiting the generality of the foregoing, to provide the investment
management services specified below.
(b) You will make decisions with respect to all purchases and
sales of portfolio securities by the Trust's respective series. To carry out
such decisions, you are hereby authorized, as our agent and attorney in fact,
for our account and at our risk and in our name, to place orders for the
investment and reinvestment of our assets. In all purchases, sales and other
transactions in our portfolio securities you are authorized to exercise full
discretion and act for us in the same manner and with the same force and
effect as the Trust itself or its respective series might or could do with
respect to such purchases, sales, or other transactions, as well as with
respect to all other things necessary or incidental to the furtherance or
conduct of such purchases, sales or other transactions.
(c) You will report to our Trustees at each meeting thereof all
changes in our series' portfolios since your prior report, and will also keep
us apprised of important developments affecting our portfolios and, on your
own initiative, will furnish to us from time to time such information as you
may believe appropriate for this purpose, whether concerning the individual
entities whose securities are included in our portfolios, the individual
banks and other third parties from which securities have been purchased for
inclusion in our portfolios, the activities in which the entities or the
banks and other third parties engage, federal income tax policies applicable
to our investments, or the conditions prevailing in the securities markets or
the economy generally. You will also furnish us with such statistical and
analytical information with respect to our portfolio securities as you may
believe appropriate or as we reasonably may request. In making such
purchases and sales of our portfolio securities, you will bear in mind the
policies set from time to time by our Trustees as well as the limitations
imposed by our Agreement and Declaration of Trust and by the provisions of
the Internal Revenue Code relating to regulated investment companies and the
limitations contained in our Registration Statement.
(d) It is understood that you will from time to time employ or
associate with yourself, entirely at your expense, such persons as you
believe to be particularly fitted to assist you in the execution of your
duties hereunder. While this Agreement is in effect, you or persons
affiliated with you, other than us ("your affiliates"), will provide persons
satisfactory to our Trustees to be elected or appointed officers or employees
of the Trust. These shall be a president, a secretary, a treasurer, and such
additional officers and employees as may reasonably be necessary for the
conduct of our business. You or your affiliates will also provide persons,
who may be our officers, but shall not be your officers or officers of your
affiliates, to render such clerical, accounting, and other office services to
us as we may from time to time request of you. Such personnel may be your
employees or employees of your affiliates. We will pay to you the cost of
such personnel for rendering such services to us at such rates as shall from
time to time be agreed upon between us, provided that all time devoted to the
investment or reinvestment of portfolio securities shall be for your account.
You or your affiliates will also furnish us without charge such
administrative and management supervision and assistance and such office
facilities as you may believe appropriate or as we may reasonably request
subject to the provisions of Section 3 hereof, and to the requirements of any
regulatory authority of which you may be subject.
3. We agree, subject to the limitations described below, to be
responsible for, and hereby assume the obligation for payment of, all our
expenses other than those expressly stated to be payable by you hereunder.
Expenses payable by us shall include, but not be limited to: (a) brokerage
and commission expenses, (b) federal, state or local taxes, including issue
and transfer taxes incurred by or levied on us, (c) commitment fees,
(d) interest charges on borrowings, (e) charges and expenses of our
custodian, (f) charges and expenses of persons performing issuance,
redemption, registrar, transfer and dividend disbursing functions for us,
(g) telecommunication expenses, (h) recurring and non-recurring legal and
accounting expenses (including disbursements), (i) insurance premiums,
(j) costs of organizing and maintaining our existence as a business trust,
(k) compensation and travel expenses, including Trustees' fees, of any of our
Trustees, officers or employees who are not your officers or officers of your
affiliates (provided that such officers who serve as our Trustees will be
reimbursed by us for travel and out-of-pocket expenses incurred in attending
meetings), and costs of other personnel providing services to us, (l) costs
of shareholders' services and portfolio valuation services, (m) costs of
shareholders' reports, proxy solicitations, distribution of prospectuses to
existing shareholders, and meetings, (n) costs of personnel (other than your
officers or officers of your affiliates) competent to perform administrative,
clerical and shareholder relations functions, including travel expenses if
necessarily related to shareholder relations functions, (o) costs of any
reports to government agencies, (p) fees and expenses of registering our
shares under the appropriate federal securities laws and of qualifying our
shares under applicable state securities laws, including expenses attendant
upon the initial registration and qualification of our shares and attendant
upon renewals of, or amendments to, those registrations and qualifications,
(q) expenses of printing our prospectuses, (r) the cost of printing or
engraving of certificates representing our shares, (s) postage,
(t) membership dues in any industry associations, (u) payment of the
investment advisory fee provided for herein, and (v) all other charges and
costs of our operation unless otherwise explicitly provided herein. Our
obligation for the foregoing expenses is limited by your agreement to be
responsible for any amount by which our operating expenses (excluding taxes,
brokerage, interest and, to the extent permitted by applicable law,
extraordinary expenses) accrued for any period during which this Agreement is
in effect exceed an amount equal to, in the case of expenses accrued with
respect to any of our fiscal years during which this Agreement is in effect,
the limits prescribed by any state in which the Trust's shares are qualified
for sale.
4. We will expect of you, and you will give us the benefit of, your
best judgment and efforts in rendering these services to us, and we agree as
an inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause provided that
nothing herein shall be deemed to protect, or purport to protect, you against
any liability to us or to our security holders to which you would otherwise
be subject by reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties hereunder, or by reason of your reckless
disregard of your obligations and duties hereunder.
5. In consideration of the foregoing we will pay you a fee at the
annual percentage rate of the daily average of the net assets of each series
to which this Agreement is applicable, as set forth below:
Thornburg Limited Term
U.S. Government Fund
- ----------------------
Net Assets of Fund Rate
------------------ ----
0 to $1 billion .375%
$1 billion to $2 billion .325%
Over $2 billion .275%
Thornburg Limited Term Income Fund;
Thornburg Intermediate Municipal Fund;
Thornburg New Mexico Intermediate Municipal Fund;
Thornburg Florida Intermediate Municipal Fund;
Thornburg New York Intermediate Municipal Fund
- -------------------------------------------------
Net Assets of Fund Rate
------------------ ----
0 to $500 million .50%
$500 million to $1 billion .45%
$1 billion to $1.5 billion .40%
$1.5 billion to 2 billion .35%
Over $2 billion .275%
Thornburg Value Fund
- --------------------
Net Assets of Fund Rate
------------------ ----
0 to $500 million .875%
$500 million to $1 billion .825%
$1 billion to $1.5 billion .775%
$1.5 billion to 2 billion .725%
Over $2 billion .675%
Your fee will be accrued by us daily and will be payable in arrears on the
last day of each calendar month for services performed hereunder during that
month, together with any applicable gross receipts tax, sales tax,
compensating tax, value added tax or similar exaction imposed by any federal,
state or local government, but the taxes on the fee will be limited to 10% of
the fee. Any reimbursement of our expenses, to which we may become entitled
pursuant to Paragraph 3, will be paid to us at the end of the month for which
those expenses are accrued, at the same time as we pay you your fee for that
month.
6. This Agreement is a continuation of an existing agreement as to
Thornburg Limited Term U.S. Government Fund, Thornburg Limited Term Income
Fund, Thornburg Intermediate Municipal Fund, Thornburg New Mexico
Intermediate Municipal Fund, Thornburg Florida Intermediate Municipal Fund
and Thornburg Value Fund dated July 1, 1996 and continued for an additional
term to November 1, 1997 by action of the Trustees. This Agreement becomes
effective as to Thornburg New York Intermediate Municipal Fund on the date
hereof, and continues in effect for one year. This Agreement may be
continued as to any one or more series, for successive twelve-month periods,
provided that such continuation is specifically approved at least annually by
our Trustees or by a majority vote of the holders of our outstanding voting
securities (as defined in the Act) and, in either case, by a majority of
those of our Trustees who are neither a party to this Agreement nor, other
than by their service as Trustees of the Trust, interested persons, as
defined in the Act, of any such person who is party to this Agreement. Upon
the effectiveness of this Agreement, it shall supersede all previous
agreements between us covering the subject matter hereof. This Agreement may
be terminated at any time as to any series, without the payment of any
penalty, by vote of a majority of the outstanding voting securities of that
series, as defined in the Act, or by a vote of a majority of our Trustees, on
sixty days' written notice to you, or by you on sixty days' written notice to
us.
7. This Agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by you and this Agreement shall terminate
automatically in the event of any such transfer, assignment, sale,
hypothecation or pledge by you. The terms "transfer," "assignment" and
"sale" as used in this paragraph shall have the meanings ascribed thereto by
governing law and in applicable rules or regulations of the Securities and
Exchange Commission.
8. Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your right, or
the right of any of your officers, directors or employees who may also be a
Trustee, officer or employee of ours, or of a person affiliated with us, as
defined in the Act, to engage in any other business or to devote time and
attention to the management or other aspects of any other business, whether
of a similar or dissimilar nature, or to render services of any kind to any
other corporation, firm, individual or association.
9. This Agreement applies to the series of the Trust specified herein.
This Agreement may by agreement be made applicable to one or more other
series. This Agreement will in all events apply separately to each series to
which it relates and will be severable in all respects. Consequently, this
Agreement may be modified, continued or terminated as to any series without
affecting any other series. A determination by any court or agency having
jurisdiction that any provision of this Agreement is invalid or unenforceable
will not affect the validity of the other provisions of this Agreement.
If the foregoing is in accordance with your understanding, you will
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
THORNBURG INVESTMENT TRUST
By:_____________________________________
ACCEPTED: June 6, 1997
THORNBURG MANAGEMENT COMPANY, INC.
By:_______________________________
<PAGE>
EXHIBIT 6
THORNBURG INVESTMENT TRUST
DISTRIBUTION AGREEMENT
THIS AGREEMENT is made as of the 1st day of November, 1997, between
Thornburg Investment Trust, a Massachusetts business trust the "Trust"), in
respect of its respective series (collectively, the "Funds," and
individually, the "Fund"), and Thornburg Securities Corporation, a Delaware
corporation (the "Distributor").
RECITALS
1. The Trust is registered under the Investment Company Act of 1940,
as amended (the "1940 Act"), as a diversified open-end management investment
company and it is in the interest of the Trust to offer shares in the Funds
for sale continuously.
2. The Trust previously has entered into distribution agreements with
Thornburg respecting sales of shares issued by Thornburg Limited Term U.S.
Government Fund, Thornburg Limited Term Income Fund, Thornburg Intermediate
Municipal Fund, Thornburg New Mexico Intermediate Municipal Fund, Thornburg
Florida Intermediate Municipal Fund, Thornburg New York Intermediate
Municipal Fund and Thornburg Value Fund. The parties seek to combine those
agreements into this one instrument for their mutual convenience.
3. The Trust and the Distributor seek to enter into this Agreement
relating to the continuous offering of the Funds' shares of beneficial
interest (the "Shares") registered by the registration statement filed with
respect to the Fund pursuant to the Securities Act of 1933 (the "Act") and
the 1940 Act. This Agreement may be made applicable to one or more
additional Funds by the parties' execution of one or more supplements to this
Agreement.
AGREEMENT
NOW, THEREFORE, the parties agree as follows:
Section 1. Appointment of the Distributor.
- --------- ------------------------------
(a) The Trust hereby appoints the Distributor as its exclusive agent to
sell and to arrange for the sale of the Shares on the terms and for the
period set forth in this Agreement, and Distributor hereby accepts such
appointment and agrees to act hereunder.
(b) The exclusive rights granted to the Distributor to sell the Shares
shall not apply to Shares issued by any Fund (i) in connection with the
merger or consolidation with the Fund of any other investment company or
personal holding company or the acquisition by purchase or otherwise of all
(or substantially all) the assets or the outstanding shares of any such
company by the Fund or (ii) pursuant to reinvestment by shareholders of the
Fund of dividends or capital gains distributions or (iii) pursuant to any
sale by the Trust of Shares at Net Asset Value (as defined below).
Section 2. Services and Duties of the Distributor.
- --------- --------------------------------------
(a) The Distributor agrees to sell, as agent for the Trust, from time
to time during the term of this Agreement, Shares of the Funds upon the terms
described in the Prospectus and in the Statement of Additional Information.
As used in this Agreement, the terms "Prospectus" and "Statement of
Additional Information" shall mean the prospectuses or the statements of
additional information, as the case may be, included as part of the Funds'
Registration Statement, as most recently filed from time to time with the
Securities and Exchange Commission and effective under the 1933 Act and the
1940 Act.
(b) Upon commencement of each Fund's operations, the Distributor will
hold itself available to receive orders, satisfactory to the Distributor, for
the purchase of Shares of the Fund and will accept such orders on behalf of
the Trust as of the time of receipt of such orders and will transmit such
orders as are so accepted to the Trust's transfer and dividend disbursing
agent as promptly as practicable. Purchase orders shall be deemed effective
at the time and in the manner set forth in the Prospectus and in the
Statement of Additional Information.
(c) The Distributor in its discretion may sell Shares to such
registered and qualified retail dealers as it may select, in accordance with
Section 5 hereof.
(d) The offering price of Shares shall be the net asset value (as
defined in the Declaration of Trust of the Trust and determined as set forth
in the Prospectus and in the Statement of Additional Information) per Share
next determined following receipt of an order ("Net Asset Value"), plus the
applicable sales charge, if any, determined as set forth in the Prospectus.
The Trust shall furnish the Distributor, with all possible promptness, an
advice of each computation of Net Asset Value.
(e) The Distributor shall not be obligated to sell any certain number
of Shares and nothing herein contained shall prevent the Distributor from
entering into like distribution arrangements with other investment companies
so long as the performance of its obligations hereunder is not impaired
thereby.
Section 3. Compensation of the Distributor.
- --------- -------------------------------
The above-mentioned sales charge shall constitute the entire
compensation of the Distributor. Out of such sales charge, the Distributor
may allow such concessions or reallowances to Selected Dealers as are set
forth in the Prospectus or as it may from time to time determine. The
Distributor also shall be entitled to receive as compensation hereunder any
contingent deferred sales charge imposed upon the redemption of Fund shares.
Section 4. Duties of the Trust.
- --------- -------------------
(a) The Trust agrees to sell its Shares so long as it has Shares
available for sale; and to deliver certificates for, or cause the Trust's
transfer agent to issue non-negotiable share deposit receipts evidencing,
such Shares registered in such names and amounts as the Distributor has
requested in writing, as promptly as practicable after receipt by the Trust
of the Net Asset Value thereof and written request of the Distributor
therefor.
(b) The Trust shall keep the Distributor fully informed with regard to
its affairs and shall furnish to the Distributor copies of all information,
financial statements and other papers which the Distributor may reasonably
request for use in connection with the distribution of Shares of the Funds,
and this shall include one certified copy, upon request by the Distributor,
of all financial statements prepared for the Funds by independent accountants
and such reasonable number of copies of its most current Prospectus and
Statement of Additional Information and annual and interim reports as the
Distributor may request and shall cooperate fully in the efforts of the
Distributor to sell and arrange for the sale of the Funds' Shares and in the
performance of the Distributor under this Agreement.
(c) The Trust shall take, from time to time, all necessary action to
fix the number of authorized Shares and such steps, including payment of the
related filing fee, as may be necessary to register the same under the 1933
Act to the end that there will be available for sale such number of Shares as
the Distributor may be expected to sell. The Trust agrees to file from time
to time such amendments, reports and other documents as may be necessary in
order that there shall be no untrue statement of a material fact and no
omission to state a material fact in the Registration Statement, Prospectus
or Statement of Additional Information which omission would make the
statement therein misleading.
(d) The Trust shall use its best efforts to qualify and maintain the
qualification of an appropriate number of Shares for sale under the
securities laws of such jurisdictions as the Distributor and the Trust may
approve, and, if necessary or appropriate in connection therewith, to qualify
and maintain the qualification of the Trust as a broker or dealer in such
states; provided that the Trust shall not be required to amend its
Declaration of Trust or By-Laws to comply with the laws of any state, to
maintain an office in any state, to change the terms of the offering of
Shares in any state from the terms set forth in its Registration Statement,
Prospectus and Statement of Additional Information, to qualify as a foreign
corporation in any state or to consent to service of process in any state
other than with respect to claims arising out of the offering of Shares. The
Distributor shall furnish such information and other material relating to its
affairs and activities as may be required by the Trust in connection with
such qualifications.
Section 5. Selected Dealers' Agreements.
- --------- ----------------------------
(a) The Distributor shall have the right to enter into selected
dealers' agreements with securities dealers of its choice ("Selected
Dealers") for the sale of Shares and to fix therein the portion of the sales
charge that may be allocated to the Selected Dealers. In making agreements
with Selected Dealers, the Distributor shall act as agent for the Trust.
Shares sold to Selected Dealers shall be for resale by such dealers only at
Net Asset Value, plus the applicable sales charge as set forth in the
Prospectus.
(b) Within the United States, the Distributor shall offer and sell
Shares only to such Selected Dealers as are members in good standing of the
National Association of Securities Dealers, Inc. (the "NASD").
Section 6. Expenses.
- --------- --------
(a) The Trust, on behalf of the Funds, shall bear all costs and
expenses of the continuous offering of its Shares in connection with (i) fees
and disbursements of its counsel and independent accountants, (ii) the
preparation, filing and printing (including typesetting) of any registration
statements, statements of additional information and prospectuses required by
and under the federal securities laws, (iii) the preparation and mailing of
annual and interim reports, statements of additional information,
prospectuses and proxy materials to its then current shareholders and to
government agencies, and (iv) the qualification of Shares for sale and of the
Trust as a broker or dealer under the securities laws of such states or other
jurisdictions as shall be selected by the Trust and the Distributor pursuant
to Section 4(d) hereof and the costs and expenses payable to each state for
continuing such qualification therein.
(b) The Distributor shall bear (i) the costs and expenses of preparing,
printing and distributing any materials not prepared by the Trust and other
materials used by the Distributor in connection with its offering of Shares
for sale to the public, including the additional cost of printing copies of
the Prospectus and the Statement of Additional Information and of annual and
interim reports to shareholders other than copies thereof required for
distribution to then current shareholders or for filing with any federal
securities authorities, (ii) any expenses of advertising incurred by the
Distributor in connection with such offering and (iii) the expenses of
registration or qualification of the Distributor as a broker or dealer under
federal or state laws and the expenses of continuing such registration or
qualification.
Section 7. Indemnification.
- --------- ---------------
The Trust agrees to indemnify, defend and hold the Distributor, its
officers and directors and any other persons who control the Distributor
within the meaning of Section 15 of the 1933 Act, free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigation or defending such claims, demands or liabilities and
any counsel fees incurred in connection therewith) which the Distributor, its
officers, directors or any such controlling person may incur under the 1933
Act, or any common law or otherwise, arising out of or based upon any alleged
untrue statement of a material fact contained in the Registration Statement
or Prospectus or the annual or interim reports to any Fund's shareholders, or
arising out of or based upon any alleged omission to state a material fact
required to be stated therein, or necessary to make the statements therein
not misleading, except insofar as such claims, demands, liabilities or
expenses arise out of or are based upon any such untrue statement or omission
made in reliance upon and in conformity with information furnished in writing
by the Distributor to the Trust for use in the Registration Statement,
Prospectus or in any such report; provided, however, that this indemnity
agreement, to the extent that it might require indemnity of any person who is
also an officer or director of the Trust or who controls the Trust within the
meaning of Section 15 of the 1933 Act, shall not inure to the benefit of such
officer, director or controlling person unless a court of competent
jurisdiction shall determine, or it shall have been determined by controlling
precedent, that such result would not be against public policy as expressed
in the 1933 Act; and further provided that in no event shall anything
contained herein be so construed as to protect the Distributor against any
liability to the Trust or to its security holders to which the Distributor
would otherwise be subject by reason of willful misfeasance, bad faith, or
gross negligence in the performance of its duties, or by reason of its
reckless performance of its duties, or by reason of its reckless disregard of
its obligations and duties under this Agreement. The Trust's agreement to
indemnify the Distributor, its officers or directors, or any such controlling
person, is expressly conditioned upon the Trust's being promptly notified of
any claim or action, such notification to be given by letter or telegram
addressed to the Trust at the address set forth in Section 10 hereof. The
Trust agrees promptly to notify the Distributor of the commencement of any
litigation or proceedings against it or any of its officers or directors in
connection with the issue and sale of any of the Shares. The obligations of
the Trust hereunder shall be payable only from the assets of the Funds.
The Distributor agrees to indemnify, defend and hold the Trust and each
of its trustees and officers and any person, if any, who controls the Trust
within the meaning of Section 15 of the 1933 Act free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigation or defending against such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which the
Trust and each of its trustees and officers and any such controlling person
may incur under the 1933 Act or under common law or otherwise, but only to
the extent that such liability or expense incurred by the Trust, any of its
trustees or officers, or any such controlling person resulting from such
claims or demands shall arise out of or be based upon any alleged untrue
statement of a material fact contained in information furnished in writing by
the Distributor to the Trust for use in the Registration Statement,
Prospectus or annual or interim reports to shareholders or shall arise out of
or be based upon any alleged omission to state a material fact in connection
with such information required to be stated in the Registration Statement,
Prospectus or reports to shareholders or necessary to make such information
not misleading. The Distributor's agreement to indemnify the Trust and its
trustees and officers, and any such controlling person, is expressly
conditioned upon the Distributor's being promptly notified of any action
brought against the Trust, its officers or directors or any such controlling
person, such notification to be given to the Distributor at the address set
forth in Section 10 hereof.
Section 8. Compliance with Securities Laws.
- --------- -------------------------------
The Trust represents that it is registered as an open-end investment
company under the 1940 Act, and agrees that it will comply with all of the
provisions of the 1940 Act and of the rules and regulations thereunder. The
Trust and the Distributor each agree to comply with all of the applicable
terms and provisions of the 1940 Act, the 1933 Act and, subject to the
provisions of Section 4(d), all applicable state securities or "Blue Sky"
laws. The Distributor agrees to comply with all of the applicable terms and
provisions of the Securities Exchange Act of 1934.
Section 9. Term of Agreement; Termination.
- --------- ------------------------------
This Agreement shall commence as to the Funds identified in the second
Recital on the first date set forth above. This Agreement shall continue in
effect for a period more than one year only so long as such continuance is
specifically approved at least annually in conformity with the requirements
of the 1940 Act. This Agreement will become effective immediately as to
other Funds upon execution of a supplement to this Agreement after approval
by the Trustees of the supplement in accordance with the 1940 Act and the
rules thereunder.
This Agreement shall terminate automatically in the event of its
assignment (as defined in the 1940 Act). In addition, this Agreement may be
terminated by either party at any time, without penalty, on no less than six
months' written notice to the other party.
Section 10. Notices.
- ---------- -------
Any notice required to be given pursuant to this Agreement shall be
deemed duly given if delivered or mailed by registered mail, postage prepaid,
(1) to the Distributor at 119 East Marcy Street, Suite 202, Santa Fe, New
Mexico 87501, Attention: President, or (2) to the Trust at 119 East Marcy
Street, Suite 202, Santa Fe, New Mexico 87501.
Section 11. Amendments.
- ---------- ----------
This Agreement may be amended by the parties only if such amendment is
in writing and signed by both parties and is approved by (i) the trustees of
the Trust, or by the vote of a majority of the outstanding voting securities
of the Trust (as defined in the 1940 Act), and (ii) a majority of the
trustees who are not parties to this Agreement or interested persons (as
defined in the 1940 Act) of any such party (other than solely by reason of
being a trustee of the Trust) cast in person at a meeting called for the
purpose of voting on such approval.
Section 12. Governing Law.
- ---------- -------------
This Agreement shall be governed and construed in accordance with the
substantive laws of the State of New Mexico and the applicable provisions of
the 1940 Act.
Section 13. Limitation of Liability.
- ---------- -----------------------
The Trustees have authorized the execution of this Agreement in their
capacity as Trustees and not individually and Thornburg agrees that neither
shareholders of any Fund nor the Trustees, nor any officer, employee,
representative or agent of the Trust shall be personally liable upon, nor
shall resort be had to their private property for the satisfaction of,
obligations given, executed or delivered on behalf of or by the Trust, that
the shareholders of every Fund, Trustees, officers, employees,
representatives and agents of the Trust shall not be personally liable
hereunder, and that it shall look solely to the property of the Funds for the
satisfaction of any claim hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above written.
THORNBURG INVESTMENT TRUST
By_________________________________
THORNBURG SECURITIES CORPORATION
By_________________________________
<PAGE>
EXHIBIT 9.1
ADMINISTRATIVE SERVICES AGREEMENT
(Class A and Class C Shares)
THIS AGREEMENT is made as of the 1st day of November, 1997 by and
between THORNBURG INVESTMENT TRUST, a Massachusetts business trust (the
"Trust"), in respect of Class A and Class C shares of its respective series
(hereinafter designated collectively, the "Funds," and individually, a
"Fund"), and THORNBURG MANAGEMENT COMPANY, INC., a Delaware corporation
("Thornburg").
Recitals
1. The Trust engages in business as an open-end management investment
company and is registered under the Investment Company Act of 1940, as
amended (the "1940 Act").
2. The Trust previously entered into Administrative Services
Agreements respecting the Class A shares of Thornburg Limited Term U.S.
Government Fund, Thornburg Limited Term Income Fund, Thornburg Intermediate
Municipal Fund, Thornburg New Mexico Intermediate Municipal Fund, Thornburg
Florida Intermediate Municipal Fund, Thornburg New York Intermediate
Municipal Fund and Thornburg Value Fund, and entered into Administrative
Services Agreements respecting the Class C shares of Thornburg Limited Term
U.S. Government Fund, Thornburg Limited Term Income Fund, Thornburg
Intermediate Municipal Fund and Thornburg Value Fund. The parties seek to
combine those agreements into one instrument for their mutual convenience.
3. The Trust seeks to obtain described administrative services from
Thornburg for the Class A and Class C shares of each Fund. Thornburg seeks
to be retained to perform services in accordance with this Agreement.
4. This Agreement has been approved by a vote of the Trustees of the
Trust, including a majority of the Trustees who are not interested persons of
the Trust, as defined in the 1940 Act, and who have no direct or indirect
financial interest in the operation of this Agreement (sometimes the
"Disinterested Trustees"), cast in person at a meeting called for the purpose
of voting on this Agreement.
5. This Agreement may be made applicable to one or more additional
classes of shares and Funds by the parties' execution of one or more
supplements to this Agreement.
Agreement
NOW THEREFORE, the Trust hereby enters into this Agreement with
Thornburg, and the parties provide and agree as follows:
1. Subject to the continuing supervision of the Trustees, the Trust
hereby retains and appoints Thornburg as its agent to perform certain
administrative services and engage in activities beyond those specifically
required by the investment advisory agreement between the Trust and
Thornburg, and to provide related services. The activities and services to
be provided by Thornburg hereunder shall include supervision and direction of
shareholder communications, assistance and review in preparation of reports
and other communications to shareholders, administration of shareholder
assistance, supervision and review of bookkeeping, clerical, shareholder and
account administration and accounting functions, supervision or conduct of
related regulatory compliance and legal affairs, and review and
administration of functions delivered by outside service providers to or for
the shareholders of the class or classes served under this Agreement, and
such other related or similar administrative functions as the Trust and
Thornburg may from time to time agree. Thornburg or its affiliates will also
provide persons who shall not be Thornburg's officers or officers of
Thornburg's affiliates, to render such shareholder-related and other related
office services to the Trust as the Trust may from time to time request of
Thornburg. These personnel may be employees of Thornburg or its affiliates.
2. The Trust will pay monthly for the services described in the
preceding Paragraph 1, a fee computed at an annual rate of .125 of 1% of the
average daily net assets attributable to each class of shares to which this
Agreement applies from time to time, together with any applicable gross
receipts tax, sales tax, value-added tax, compensating tax or similar
exaction imposed by any federal, state or local government, but the aggregate
of those taxes will not exceed 10% of the basic fee. In addition, the Trust
will pay Thornburg for the cost of personnel provided in accordance with the
preceding Paragraph 1 to provide the described shareholder-related and office
services requested by the Trust. Thornburg and the Trust agree and
acknowledge that the Trust will pay expenses payable by the Trust in
accordance with Paragraph 3 of the investment advisory agreement between the
Trust and Thornburg.
3. The Trust and Thornburg shall provide to the Trust's Trustees, at
least quarterly, a written report of all amounts expended by the Trust
pursuant to this Agreement. Each report will itemize the types of expenses
incurred for which payment is being made and the purposes and the amounts of
the expenses. Thornburg shall provide to the Trustees upon request such
information as may reasonably be required for the Trustees to review the
continuing appropriateness of this Agreement.
4. This Agreement is effective as of the date first set forth above
for the classes of shares of the Funds identified in the second Recital. The
Agreement will become effective immediately as to other classes of shares or
Funds upon execution of a supplement to this Agreement after approval by the
Trustees and any shareholder approvals then required by the 1940 Act or the
rules thereunder. This Agreement thereafter will continue in effect from
year to year, provided that continuance is approved at least annually by a
vote of the Trustees, including a majority of the Disinterested Trustees,
cast in person at a meeting called for the purpose of voting on the
continuance. This Agreement may be terminated as to a class of shares of a
Fund at any time, without penalty, by the vote of a majority of the
Disinterested Trustees or by the vote of a majority of the outstanding shares
of the class. The Trust may discontinue Thornburg's services as to a class
under this Agreement and name another service provider, or Thornburg may
assign this Agreement or delegate part or all of its obligations hereunder
(to a related or unrelated entity) upon a vote of the Trustees including a
majority of the Disinterested Trustees or a vote of the holders of a majority
of the class's outstanding shares, without any penalty. Thornburg may
terminate its services under this Agreement upon 60 days written notice to
the Trust.
5. All material amendments to this Agreement must be approved by the
vote of the Trustees, including a majority of the Disinterested Trustees,
cast in person at a meeting called for the purpose of voting on the
amendment.
6. This Agreement applies to Class A and Class C shares of the Funds
of the Trust specified in the second Recital to this Agreement. The parties
acknowledge and agree that this Agreement may from time to time be made
applicable to one or more funds and one or more classes of shares of those
funds, but that the Agreement applies separately to each class of shares and
is severable in all respects. Consequently, the Agreement may be modified,
continued or terminated as to one class of shares of a fund without affecting
any other class of shares of any other fund.
7. The Trust will preserve in an easily accessible place copies of
this Agreement and all reports made pursuant to this Agreement, together with
minutes of all Trustees' meetings at which the adoption, amendment or
continuance of this Agreement were considered (describing the factors
considered and the basis for decision), for a period of not less than 6 years
from the date of this Agreement.
8. This Agreement will be construed in accordance with the laws of the
State of New Mexico and applicable provisions of the 1940 Act. To the extent
the applicable law of the State of New Mexico or any provisions herein
conflict with the applicable provisions of the 1940 Act, the latter will
control. If any provision of this Agreement is determined by a court or
governmental agency having jurisdiction to be invalid or unenforceable, the
balance of this Agreement shall remain in full force and effect.
9. The Trust will not hold TMC liable for any act or failure to act
hereunder in the absence of TMC's willful misfeasance, bad faith or gross
negligence, or its reckless disregard of its obligations hereunder.
10. The Trustees have authorized the execution of this Agreement in
their capacity as Trustees and not individually and Thornburg agrees that
neither shareholders of any Fund nor the Trustees, nor any officer, employee,
representative or agent of the Trust shall be personally liable upon, nor
shall resort be had to their private property for the satisfaction of,
obligations given, executed or delivered on behalf of or by the Trust, that
the shareholders of every Fund, Trustees, officers, employees,
representatives and agents of the Trust shall not be personally liable
hereunder, and that it shall look solely to the property of the Funds for the
satisfaction of any claim hereunder.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in Santa Fe, New Mexico.
THORNBURG INVESTMENT TRUST
By:____________________________________
THORNBURG MANAGEMENT COMPANY, INC.
By:_____________________________________
<PAGE>
EXHIBIT 9.2
ADMINISTRATIVE SERVICES AGREEMENT
(Class I Shares)
THIS AGREEMENT is made as of the 1st day of November, 1997 by and
between THORNBURG INVESTMENT TRUST, a Massachusetts business trust (the
"Trust"), in respect of Class I shares of its respective series (hereinafter
designated collectively, the "Funds," and individually, a "Fund"), and
THORNBURG MANAGEMENT COMPANY, INC., a Delaware corporation ("Thornburg").
Recitals
1. The Trust engages in business as an open-end management investment
company and is registered under the Investment Company Act of 1940, as
amended (the "1940 Act").
2. The Trust previously entered into Administrative Services
Agreements respecting the Class I shares of Thornburg Limited Term U.S.
Government Fund, Thornburg Limited Term Income Fund and Thornburg
Intermediate Municipal Fund. The parties seek to combine those agreements
into one instrument for their mutual convenience.
3. The Trust seeks to obtain described administrative services from
Thornburg for the Class I shares of each Fund. Thornburg seeks to be
retained to perform services in accordance with this Agreement.
4. This Agreement has been approved by a vote of the Trustees of the
Trust, including a majority of the Trustees who are not interested persons of
the Trust, as defined in the 1940 Act, and who have no direct or indirect
financial interest in the operation of this Agreement (sometimes the
"Disinterested Trustees"), cast in person at a meeting called for the purpose
of voting on this Agreement.
5. This Agreement may be made applicable to one or more additional
classes of shares and Funds by the parties' execution of one or more
supplements to this Agreement.
Agreement
NOW THEREFORE, the Trust hereby enters into this Agreement with
Thornburg, and the parties provide and agree as follows:
1. Subject to the continuing supervision of the Trustees, the Trust
hereby retains and appoints Thornburg as its agent to perform certain
administrative services and engage in activities beyond those specifically
required by the investment advisory agreement between the Trust and
Thornburg, and to provide related services. The activities and services to
be provided by Thornburg hereunder shall include supervision and direction of
shareholder communications, assistance and review in preparation of reports
and other communications to shareholders, administration of shareholder
assistance, supervision and review of bookkeeping, clerical, shareholder and
account administration and accounting functions, supervision or conduct of
related regulatory compliance and legal affairs, and review and
administration of functions delivered by outside service providers to or for
the shareholders of the class or classes served under this Agreement, and
such other related or similar administrative functions as the Trust and
Thornburg may from time to time agree. Thornburg or its affiliates will also
provide persons who shall not be Thornburg's officers or officers of
Thornburg's affiliates, to render such shareholder-related and other related
office services to the Trust as the Trust may from time to time request of
Thornburg. These personnel may be employees of Thornburg or its affiliates.
2. The Trust will pay monthly for the services described in the
preceding Paragraph 1, a fee computed at an annual rate of .05 of 1% of the
average daily net assets attributable to each class of shares to which this
Agreement applies from time to time, together with any applicable gross
receipts tax, sales tax, value-added tax, compensating tax or similar
exaction imposed by any federal, state or local government, but the aggregate
of those taxes will not exceed 10% of the basic fee. In addition, the Trust
will pay Thornburg for the cost of personnel provided in accordance with the
preceding Paragraph 1 to provide the described shareholder-related and office
services requested by the Trust. Thornburg and the Trust agree and
acknowledge that the Trust will pay expenses payable by the Trust in
accordance with Paragraph 3 of the investment advisory agreement between the
Trust and Thornburg.
3. The Trust and Thornburg shall provide to the Trust's Trustees, at
least quarterly, a written report of all amounts expended by the Trust
pursuant to this Agreement. Each report will itemize the types of expenses
incurred for which payment is being made and the purposes and the amounts of
the expenses. Thornburg shall provide to the Trustees upon request such
information as may reasonably be required for the Trustees to review the
continuing appropriateness of this Agreement.
4. This Agreement is effective as of the date first set forth above
for the classes of shares of the Funds identified in the second Recital. The
Agreement will become effective immediately as to other classes of shares or
Funds upon execution of a supplement to this Agreement after approval by the
Trustees and any shareholder approvals then required by the 1940 Act or the
rules thereunder. This Agreement thereafter will continue in effect from
year to year, provided that continuance is approved at least annually by a
vote of the Trustees, including a majority of the Disinterested Trustees,
cast in person at a meeting called for the purpose of voting on the
continuance. This Agreement may be terminated as to a class of shares of a
Fund at any time, without penalty, by the vote of a majority of the
Disinterested Trustees or by the vote of a majority of the outstanding shares
of the class. The Trust may discontinue Thornburg's services as to a class
under this Agreement and name another service provider, or Thornburg may
assign this Agreement or delegate part or all of its obligations hereunder
(to a related or unrelated entity) upon a vote of the Trustees including a
majority of the Disinterested Trustees or a vote of the holders of a majority
of the class's outstanding shares, without any penalty. Thornburg may
terminate its services under this Agreement upon 60 days written notice to
the Trust.
5. All material amendments to this Agreement must be approved by the
vote of the Trustees, including a majority of the Disinterested Trustees,
cast in person at a meeting called for the purpose of voting on the
amendment.
6. This Agreement applies to Class I shares of the Funds of the Trust
specified in the second Recital to this Agreement. The parties acknowledge
and agree that this Agreement may from time to time be made applicable to one
or more funds and one or more classes of shares of those funds, but that the
Agreement applies separately to each class of shares and is severable in all
respects. Consequently, the Agreement may be modified, continued or
terminated as to one class of shares of a fund without affecting any other
class of shares of any other fund.
7. The Trust will preserve in an easily accessible place copies of
this Agreement and all reports made pursuant to this Agreement, together with
minutes of all Trustees' meetings at which the adoption, amendment or
continuance of this Agreement were considered (describing the factors
considered and the basis for decision), for a period of not less than 6 years
from the date of this Agreement.
8. This Agreement will be construed in accordance with the laws of the
State of New Mexico and applicable provisions of the 1940 Act. To the extent
the applicable law of the State of New Mexico or any provisions herein
conflict with the applicable provisions of the 1940 Act, the latter will
control. If any provision of this Agreement is determined by a court or
governmental agency having jurisdiction to be invalid or unenforceable, the
balance of this Agreement shall remain in full force and effect.
9. The Trust will not hold TMC liable for any act or failure to act
hereunder in the absence of TMC's willful misfeasance, bad faith or gross
negligence, or its reckless disregard of its obligations hereunder.
10. The Trustees have authorized the execution of this Agreement in
their capacity as Trustees and not individually and Thornburg agrees that
neither shareholders of any Fund nor the Trustees, nor any officer, employee,
representative or agent of the Trust shall be personally liable upon, nor
shall resort be had to their private property for the satisfaction of,
obligations given, executed or delivered on behalf of or by the Trust, that
the shareholders of every Fund, Trustees, officers, employees,
representatives and agents of the Trust shall not be personally liable
hereunder, and that it shall look solely to the property of the Funds for the
satisfaction of any claim hereunder.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Agreement on the day and year first above written in Santa Fe, New Mexico.
THORNBURG INVESTMENT TRUST
By:____________________________________
THORNBURG MANAGEMENT COMPANY, INC.
By:_____________________________________
<PAGE>
EXHIBIT 9.3
REVISED
MEMORANDUM
OF
REIMBURSEMENT
THIS REVISED MEMORANDUM OF REIMBURSEMENT is made as of June 20, 1996 by
and between THORNBURG INVESTMENT TRUST, a Massachusetts business trust, in
respect of its series (the "Company"), and THORNBURG MANAGEMENT COMPANY,
INC., a Delaware corporation ("TMC"), to memorialize certain understandings
respecting the Company's reimbursement to TMC for certain costs incurred by
TMC on the Company's behalf.
1. The Company is an investment company registered under the
Investment Company Act of 1940 (the "1940 Act"). TMC is its investment
adviser pursuant to an Investment Advisory Agreement entered into and
continued in accordance with the 1940 Act.
2. The Company and TMC have agreed that TMC will perform for the
Company certain telephone answering services previously performed by the
Company's transfer agent, National Financial Data Services, Inc. ("NFDS").
These telephone services include answering telephone calls placed to the
Company or its transfer agent by shareholders, securities dealers and others
through the Company's toll free number, and responding to those telephone
calls by answering questions, effecting certain shareholder transactions
described in the Company's then current prospectuses, and performing such
other, similar functions as the Company may reasonably prescribe from time to
time. The Company will pay one dollar for each telephone call, which was the
charge previously imposed by the Company's transfer agent for this service.
The Company's transfer agent will no longer charge for this service.
3. The Company and TMC have agreed that TMC will purchase equipment
necessary for TMC's telephone representatives to obtain access to customer
account information (including facsimiles of customer applications,
correspondence and other documents) from data maintained by the Company's
transfer agent, including monitors, keyboards, telephone equipment, and
related property. The Company will reimburse TMC for purchasing this
equipment by paying to TMC during each year of the continuation of this
arrangement the depreciation attributable to the equipment for the year,
based upon the depreciation schedule employed by TMC in preparing its books.
The Company and TMC understand that the equipment also will be used by TMC
to furnish telephone answering services to Thornburg Limited Term Municipal
Fund, Inc., and that the depreciation attributable to the equipment will be
allocated between the Company and Thornburg Limited Term Municipal Fund, Inc.
based upon their relative net assets determined monthly. The Company
understands that (i) the utilization of this imaging equipment will enhance
the service provided to the Company's shareholders, and (ii) TMC will make
the equipment available for the Company's benefit so long as the Company
specifies to TMC. Upon termination of this arrangement, and if TMC disposes
of the equipment, the amount realized will be applied first to TMC's
undepreciated cost in the equipment. Any excess of the amount realized will
be paid to the Company to the extent of its reimbursements under this
paragraph.
4. This arrangement was first approved by the Company in 1994, and was
revised on June 20, 1996 to clarify the allocation of depreciation costs
described in the preceding paragraph. The arrangement will continue for
successive 12-month terms thereafter, unless sooner terminated on 60 days'
notice by either party to the other. The Company's board of directors will
review this arrangement periodically. The Company may request at any time,
and TMC will furnish, information permitting the Company's board of directors
to evaluate if:
(a) the arrangement and its continuation is in the best interest
of the Company and its shareholders;
(b) the services to be performed pursuant to the arrangement are
services required for the Company's operation;
(c) TMC or its affiliate can provide services the nature and
quality of which are at least equal to those provided by
others offering the same or similar services; and
(d) the fees for the services are fair and reasonable in light of
the usual and customary charges made by others for services of
the same nature and quality.
THORNBURG INVESTMENT TRUST
By:_____________________________________
THORNBURG MANAGEMENT COMPANY, INC.
By:_____________________________________
<PAGE>
EXHIBIT 12
Thornburg
New York
Intermediate
Municipal Fund
Interim Unaudited Financial Statements
October 31, 1997
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 New York Intermediate Municipal Fund
October 31, 1997
(unaudited)
ASSETS
Investments, at value (cost $25,222,955) $27,145,425
Interest receivable 437,387
Receivable for fund shares sold 105
Prepaid expenses and other assets 6,077
-----------
TOTAL ASSETS $27,588,994
LIABILITIES
BANK OVERDRAFT 458,993
Dividends payable 41,967
--------
TOTAL LIABILITIES 526,594
NET ASSETS $27,062,400
NET ASSET VALUE:
Class A Shares:
Net asset value and redemption price per share
($27,062,400 applicable to 2,147,513 shares of
beneficial interest outstanding) $12.60
Maximum sales charge, 3.50% of offering
price (3.63% of net asset value per share) .46
Maximum Offering Price Per Share $13.06
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 New York Intermediate Municipal Fund
Period Ended October 31, 1997
(unaudited)
INVESTMENT INCOME
Interest income (net of premium amortized
of $18,895) $250,404
EXPENSES
Investment advisory fees (Note 4) 22,288
Administration fees (Note 4) 5,596
Service fees (Note 4) 10,253
Transfer agent fees 3,021
Custodian fees 4,560
Professional fees 1,487
Accounting fees 399
Registration and filing fees 836
Other expenses 1,293
------
TOTAL EXPENSES 49,733
Less:
Expenses waived by investment adviser (Note 4) (9,119)
NET EXPENSES 40,614
NET INVESTMENT INCOME 209,790
REALIZED AND UNREALIZED
GAIN (LOSS) ON INVESTMENTS
Net realized loss on investments sold (8,551)
Increase in unrealized appreciation
of investments 236,327
NET REALIZED AND UNREALIZED
GAIN ON INVESTMENTS 227,776
NET INCREASE IN NET ASSETS RESULTING
FROM OPERATIONS $437,566
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 New York Intermediate Municipal Fund
Note 1 - ORGANIZATION
Thornburg New York 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 six series of shares of
beneficial interest in addition to those of the Fund: Thornburg Florida
Intermediate Municipal Fund, Thornburg New Mexico Intermediate Municipal
Fund, Thornburg Intermediate Municipal Fund, Thornburg Limited Term U.S.
Government Fund, Thornburg Limited Term Income Fund and Thornburg Value
Fund. Each series is considered to be a separate entity for financial
reporting and tax purposes. The Fund's investment objective is to obtain
as high a level of current income exempt from Federal income tax as is
consistent with the preservation of capital.
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 October 31,
1997 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 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 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.
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 the disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of increases and
decreases in net assets from operations during the reporting period. Actual
results could differ from those estimates.
Note 3 - MERGER OF MACKENZIE NEW YORK MUNICIPAL FUND
On September 4, 1997, the Fund acquired all of the net assets of the
MacKenzie New York Municipal Fund ("MacKenzie") pursuant to a plan of
organization approved by MacKenzie's shareholders. The merger was
accomplished by a tax-free exchange of Class A shares of the Fund (valued
at $29,612,415) for the net assets of MacKenzie which aggregated
$29,612,415, including $1,686,143 of unrealized appreciation.
Note 4 - INVESTMENT ADVISORY FEE AND OTHER TRANSACTIONS WITH AFFILIATES
Pursuant to an investment advisory agreement, Thornburg Management Company,
Inc. (the "Adviser") serves as the investment adviser and performs services
for which the fees are payable at the end of each month. For the period
ending October 31, 1997, these fees were payable at annual rates ranging
from 1/2 of 1% to 11/40 of 1% of the average daily net assets of the Fund.
The Fund entered into an Administrative Services Agreement with the
Adviser, whereby the Adviser will perform certain administrative services
for the shareholders and for which fees will be payable at an annual rate
of up to 1/8 of 1% of the average daily net assets. For the period ended
October 31, 1997, the Adviser voluntarily waived certain operating expenses
amounting to $9,119.
The Fund has an underwriting agreement with Thornburg Securities
Corporation (the "Distributor"), which acts as the Distributor of Fund
shares. For the period ended October 31, 1997, the Distributor earned
commissions aggregating $185 from the sale of Class A shares.
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.
Certain officers and trustees of the Fund are also officers and/or
directors of the Adviser and Distributor. The compensation of unaffiliated
trustees is borne by the Trust.
Note 5 - SHARES OF BENEFICIAL INTEREST:
At October 31, 1997, there were an unlimited number of shares of beneficial
interest authorized, and capital paid-in aggregated $26,834,634.
Transactions in shares of beneficial interest were as follows:
Period Ended October 31, 1997
Class A Shares Shares Amount
Shares sold 18,780 $234,813
Shares issued to shareholders
in reinvestment of
distributions 9,925 124,845
Shares issued in merger 2,368,993 29,612,415
Shares repurchased (250,185) (3,137,449)
Net Increase 2,147,513 $26,834,624
Note 6 - SECURITIES TRANSACTIONS
For the period ended October 31,1997 the Fund had purchase and sale
transactions (excluding short-term securities) of $5,347,541 and
$4,245,000, respectively.
The cost of investments for Federal income tax purposes is $25,222,955.
At October 31, 1997, net unrealized appreciation of investments was
$1,922,470, resulting from $1,925,530 gross unrealized appreciation and
$3,060 gross unrealized depreciation.
Accumulated net realized losses from securities transactions included in
net assets at October 31, 1997 aggregated $8,551.
F I N A N C I A L H I G H L I G H T S
Thornburg New York Intermediate Municipal Fund
Per share operating performance
(for a share outstanding
throughout the period)
Period from September 4, 1997 (a)
to October 31, 1997
- ---------------------------------
Net asset value, beginning of period $12.50
Income from investment operations:
Net investment income .09
Net realized and unrealized
gain (loss) on investments .10
Total from investment operations .19
Less distributions from:
Net investment income (.09)
Change in net asset value .10
Net asset value, end of period $12.60
Total Return (b) 1.54%
Ratios/Supplemental Data
Ratios to average net assets:
Net investment income 3.86%(c)
Expenses, after expense reductions .91%(c)
Expenses, before expense reductions 1.12%(c)
Portfolio turnover rate 15.36%
Net assets at end of period (000) $27,062
(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.
S C H E D U L E O F I N V E S T M E N T S
Thornburg New York Intermediate Municipal Fund
October 31, 1997 CUSIPS: Class A - 885-215-665
NASDAQ Symbols: Class A - THNYX
<TABLE>
Principal Credit Rating+
Amount Issuer-Description Moody's/S&P Value
- --------- ---------------------------------------------------------------------- ----------- -------
<C> <C> <C> <C>
590,000 Amherst Industrial Development Authority Lease Revenue Bonds Series A, 5.25% due 10/1/07
(Pink Complex Project; LOC: Key Bank) NR/A 596,336
310,000 Amherst Industrial Development Authority Lease Revenue Bonds Series A, 5.25% due 10/1/08
(Pink Complex Project; LOC: Key Bank) NR/A 310,753
700,000 Bethlehem New York Central School District General Obligation, 7.10% due 11/1/06
(Insured: AMBAC) Aaa/AAA 829,717
300,000 Brookhaven New York Series A, 7.00% due 11/1/04 (Insured: MBIA) Aaa/AAA 345,777
215,000 Canastota New York Central School District General Obligation, 7.10% due 6/15/07 Baa2/NR 253,317
205,000 Canastota New York Central School District General Obligation, 7.10% due 6/15/08 Baa2/NR 242,584
550,000 Guam Power Authority Revenue Series A, 6.625% due 10/1/14 NR/BBB 597,036
1,000,000 Metropolitan Transportation Authority New York Commuter Facility Rev., 5.50% due 7/1/06
(Insured: AMBAC) Aaa/AAA 1,060,730
500,000 Metropolitan Transportation Authority New York Service Contract Rev., 7.00% due 7/1/04 Baa1/BBB 548,310
600,000 Metropolitan Transportation Authority New York Transportation Auth., 5.10% due 7/1/98 Baa/BBB 604,992
880,000 Monroe County Industrial Development Agency Revenue, 6.45% due 2/1/14
Civic Facility - DePaul Community Facility Project; LOC: Fleet Bank of New York) Aa/NR 957,545
1,000,000 New York, New York General Obligation Series B, 7.20% due 8/15/08 Baa1/BBB 1,141,060
240,000 New York, New York General Obligation Series B-1, 7.30% due 8/15/10,
pre-refunded 8/15/04 @ 101 NR/BBB+ 283,159
10,000 New York, New York Unrefunded Balance General Obligation Series B-1, 7.30% due 8/15/10 Baa1/BBB 11,467
435,000 New York, New York Unrefunded Balance General Obligation , 7.10% due 2/1/09 Baa1/BBB+ 487,618
65,000 New York, New York Unrefunded Balance General Obligation , 7.10% due 2/1/09 Baa1/BBB+ 71,318
275,000 New York, New York General Obligation, 7.00% due 2/1/19 A2/A-1 307,205
225,000 New York, New York General Obligation, 7.00% due 2/1/19 A2/A-1 247,018
1,000,000 New York, New York General Obligation, 9.875% due 11/15/97 A2/A-1 1,344,140
200,000 New York Dormitory Authority Revenue, 7.85% due 2/1/29
(Park Ridge Housing Inc. Project; Collateralized: GNMA) NR/AAA 211,390
500,000 New York Dormitory Authority Revenue City University System Series C, 6.00% due 7/1/16 Baa1/BBB 509,800
500,000 New York Dormitory Authority Revenue, 7.35% due 8/1/29
(Jewish Geriatric Project; Insured: FHA) NR/AAA 559,275
500,000 New York Dormitory Authority Revenue St. University Educational Fac. Series B,
6.25% due 5/15/14 Baa1/BBB+ 573,105
505,000 New York Dormitory Authority, 6.00% due 7/1/08
(Champlain Valley Physicians Project; LOC: Connie Lee) NR/AAA 555,091
400,000 New York Environmental Facilities Corp. Pollution Control Revenue St. Water Revolving Fund
Series B, 7.50% due 3/15/11 (LOC: Pollution Control SRF) Aa2/AA- 423,956
1,000,000 New York Environmental Facilities Corp. Pollution Control Revenue St. Water Revolving Fund
Series E, 6.875% due 6/15/14 (LOC: Pollution Control SRF) Aa2/A-1 1,142,720
30,000 New York Housing Finance Agency Ref St. University Construction Series A, 8.00% due 11/1/00,
pre-refunded 11/1/98 @ 102 (Collateralized: Govt Securities) Aaa/AAA 31,804
750,000 New York Housing Finance Agency SVC Contract Obligation Rev. Series A, 6.375% due 9/15/15 Baa1/BBB+ 813,248
600,000 New York Medical Care Facilities Finance Agency Rev. Series B, 7.45% due 2/15/29,
pre-refunded 2/15/00 @ 102 (St. Lukes Hospital Project; Insured: FHA) Aaa/AAA 655,062
1,000,000 New York Medical Care Facilities Finance Agency Rev. Secured Hospital Rev. Series 1991-A,
7.35% due 8/15/11 Baa/BBB 1,103,990
650,000 New York Medical Care Facilities Finance Agency Rev. Series A, 6.50% due 11/1/19,
(Aurelia Osborn Fox Memorial Hospital Project; Insured: FSA) Aaa/AAA 706,492
500,000 New York Medical Care Facilities Finance Agency Rev. Series A, 6.80% due 2/15/20,
(New York Downtown Hospital Project) Baa/BBB 543,390
500,000 New York Medical Care Facilities Finance Agency Rev. Series A, 6.85% due 2/15/17,
(Brookdale Hospital Medical Center Project) Baa/BBB 548,665
495,000 New York Medical Care Facilities Finance Agency Rev. Series A, 6.00% due 11/15/03,
(Sec Mtg Prog - Adult Day Care Project; LOC: Sonyma) Aa2/NR 533,328
85,000 New York Medical Care Facilities Finance Agency Rev. Hospital and Nursing Home Series C,
7.70% due 2/15/22, pre-refunded 8/15/98 @ 102 (Insured: FHA) Aa2/AAA 89,195
1,000,000 New York Mortgage Agency Rev. Series 29-B, 6.45% 4/1/15 Aa2/NR 1,067,860
850,000 New York Muni Bd Bk Agency Special Program Rev. Buffalo Series A, 6.875% due 3/15/06 NR/BBB+ 921,018
70,000 New York Urban Development Corp Rev. Correctional Facilities Series D, 7.75% due 1/1/13,
pre-refunded 1/1/98 @ 102 (Insured: AMBAC) Aaa/AAA 71,852
30,000 New York Urban Development Corp Rev. Correctional Facilities Series C, 7.75% due 1/1/13,
pre-refunded 1/1/98 @ 102 (Insured: AMBAC) Aaa/AAA 30,794
2,000,000 New York Urban Development Corp Rev. Correctional Facilities Series C, 0% due 1/1/08 Baa1/BBB 1,218,980
400,000 Onondaga County Industrial Development Agency Civic Facility Rev Crouse Irving Co Inc
Series A, 7.90% (LOC: Fleet Trust Company) NR/A 441,228
400,000 Puerto Rico Commonwealth Capital Appreciation, 0% due 7/1/04 Baa1/A 294,420
300,000 Puerto Rico Public Buildings Authority Rev. Series J, 6.60% due 7/1/04
(Guaranteed: Commonwealth) Baa1/A 327,234
400,000 Puerto Rico Electric Power Authority Power Rev. Series O, 6.80% 7/1/00 Baa1/BBB 421,940
300,000 Puerto Rico Industrial Tourist Educational Medical and Environmental Control Facilities
Series A, 5.70% due 8/1/13 (Polytechnic University Puerto Rico Project) NR/BBB- 302,022
650,000 Schenectady Municipal Housing Authority, 6.40% due 5/1/14
(Annie Schaffer Senior Center Project; LOC: Sonyma) Aa/NR 685,237
100,000 Southampton Village General Obligation Series B, 7.60% due 9/1/03 (Insured: MBIA) Aaa/AAA 116,689
375,000 Syracuse Industrial Development Authority - Pilot Revenue, 5.125% due 10/15/02
(LOC: Pacific Mutual / ABN MRO) NR/AA 382,463
500,000 Triborough Bridge and Tunnel Authority Special Obligation Series B, 6.875% due 1/1/15 A1/A- 544,725
625,000 Valley Central School District Montgomery, 7.15% due 6/15/07 (Insured: AMBAC) Aaa/AAA 746,569
165,000 Watkins Glen Central School District, 7.00% due 6/15/04 (Insured: MBIA) Aaa/AAA 191,626
110,000 Waverly General Obligation, 9.05% due 6/15/04 (Insured: MBIA) Aaa/Baa2 140,175
TOTAL INVESTMENTS (Cost $25,222,955) $27,145,425
</TABLE>
* The cost for Federal income taxes is the same.
= Credit ratings are unaudited.
See notes to financial statements.
<PAGE>
EXHIBIT 15.1
PLAN AND AGREEMENT OF DISTRIBUTION
PURSUANT TO RULE 12b-1
THIS PLAN AND AGREEMENT is made as of the 1st day of November, 1997,
by and between Thornburg Investment Trust, a Massachusetts business trust
(the "Trust"), in respect of its respective series (hereinafter designated
collectively, the "Funds," and individually, a "Fund"), and Thornburg
Management Company, Inc., a Delaware corporation ("Thornburg").
RECITALS
1. The Trust engages in business as an open-end management
investment company and is registered as such under the Investment Company
Act of 1940, as amended (the " 1940 Act").
2. The Trust previously adopted on behalf of Thornburg Limited Term
U.S. Government Fund (Classes A, C and I), Thornburg Limited Term Income
Fund (Classes A, C and I), Thornburg Intermediate Municipal Fund (Classes
A, C and I), Thornburg New Mexico Intermediate Municipal Fund (Class A),
Thornburg Florida Intermediate Municipal Fund (Class A), Thornburg New York
Intermediate Municipal Fund (Class A) and Thornburg Value Fund (Classes A
and C) certain service plans to authorize the use of each of those Fund's
assets to finance certain activities as permitted under Rule 12b-1 adopted
under the 1940 Act, and in this regard entered into agreements to retain
Thornburg in accordance with those plans. The parties seek to combine
those plans and agreements into this one plan and agreement (the "Plan and
Agreement") for their mutual convenience.
3. Thornburg seeks to be retained to perform services for each of
the Funds in accordance with the Plan and Agreement. This Plan and
Agreement may be made applicable to one or more additional classes of
shares or funds by the parties execution of one or more supplements to this
Plan and Agreement.
4. This Plan and Agreement has been approved as to each class of
shares and each Fund by a vote of the Trustees of the Trust, including a
majority of the Trustees who are not interested persons of the Trust, as
defined in the 1940 Act, and who have no direct or indirect financial
interest in the operation of this Plan and Agreement (sometimes the
"Disinterested Trustees"), cast in person at a meeting called for the
purpose of voting on this Plan and Agreement.
AGREEMENT
NOW, THEREFORE, the Trust having adopted this Plan in respect of each
of the Funds, the Trust and Thornburg hereby enter into this Agreement
pursuant to the Plan in accordance with the requirements of Rule 12b-1
under the 1940 Act, and provide and agree as follows:
1. The Trust is hereby authorized to utilize the assets of each Fund
to finance certain activities in connection with distribution of the Fund's
Class A, Class C and Class I shares and providing shareholder services.
2. Subject to the supervision of the Trustees, the Trust hereby
retains and appoints Thornburg as its agent to obtain shareholder services
and to promote the distribution of each Fund's Class A, Class C and Class I
shares by providing services and engaging in activities beyond those
specifically required by the Distribution Agreement between the Trust and
Thornburg Securities Corporation ("TSC") and to provide related services.
The activities and services to be provided by Thornburg to each class of
shares of each Fund hereunder shall include one or more of the following:
(a) the payment of compensation (including incentive compensation) to
securities dealers, financial institutions and other organizations which
render services to the class of shareholders as the Trust may from time to
time agree, and which render distribution, shareholder account services,
and administrative services in connection with the distribution of the
class of shares, all as the Trust may from time to time agree; (b) the
printing and distribution of reports and prospectuses for the use of
potential investors in each Fund; (c) preparing and distributing sales
literature; (d) providing advertising and engaging in other promotional
activities, including direct mail solicitation, and television, radio,
newspaper and other media advertisements; and (e) such other services and
activities as may from time to time be agreed upon by the Trust including,
but not limited to, providing personal services to shareholders,
maintaining shareholder accounts, providing shareholder liaison services
and providing information to shareholders.
3. Thornburg hereby undertakes to use its best efforts to promote
sales of each class of shares of each Fund to investors and to promote
shareholder services by engaging in those activities specified in paragraph
2 above as may be necessary and as it from time to time believes will best
further sales of such shares. In so doing, Thornburg may utilize the
services of TSC.
4. The Trust is hereby authorized to expend, out of each class of
assets of each Fund, on a monthly basis, and shall reimburse Thornburg
monthly to such extent, for its actual direct expenditures incurred in
engaging in the activities and providing the services specified in
paragraph 2 above for that class of shares of that Fund, an amount computed
at an annual rate of up to .25 of 1% of the Fund's average daily net assets
attributable to the class of shares, together with any applicable gross
receipts tax, sales tax, value added tax, compensating tax or similar
exaction imposed by any federal, state or local government, but the
aggregate of those taxes will not exceed 10%.
5. To the extent that expenditures made by Thornburg out of its own
resources to finance any activity primarily intended to result in the sale
of shares of a class or a Fund, pursuant to this Plan and Agreement or
otherwise, may be deemed to constitute the indirect use of the Fund's
assets, such indirect use of the Fund's assets is hereby authorized in
addition to, and not in lieu of, any other payments authorized under this
Plan and Agreement.
6. The Treasurer of the Trust shall provide and the Trustees shall
review, at least quarterly, a written report of all amounts expended
pursuant to the Plan and Agreement. Each such report shall itemize the
types of expenses incurred for which payment is being made and the purposes
and the amounts of such expenses. Upon request, Thornburg shall provide to
the Trustees such information as may reasonably be required for it to
review the continuing appropriateness of the Plan and Agreement.
7. This Plan and Agreement is effective as of the date first set
forth above for the Funds and their respective classes of shares identified
in the second Recital. The Plan and Agreement will become effective
immediately as to other classes of shares or funds upon execution of a
supplement to this Plan and Agreement after approval by the Trustees of the
supplement and any shareholder approvals then required by the 1940 Act or
the rules thereunder. Thereafter, the Plan and Agreement shall continue in
effect for each Fund and each of its respective classes from year to year,
provided that continuance is approved at least annually by a vote of the
Trustees, including a majority of the Disinterested Trustees, cast in
person at a meeting called for the purpose of voting on such continuance.
The Plan may be terminated as to any class of shares of any Fund at any
time, without penalty, by the vote of a majority of the Disinterested
Trustees or by the vote of a majority of the outstanding shares of the
class. Thornburg, or the Trust by vote of a majority of the Disinterested
Trustees or of the holders of a majority of a class's shares, may terminate
the Agreement under this Plan as to the class, without penalty, upon 30
days' written notice to the other party. The parties acknowledge and agree
that this Plan and Agreement is applicable from time to time to one or more
classes of shares and Funds, but that the Plan and Agreement applies
separately to each class of shares and each Fund, and is severable in all
respects. Consequently, the Agreement may be modified, continued or
terminated as to one class of shares of a Fund without affecting any other
class of shares or any other Fund.
8. So long as the Plan remains in effect, the selection and
nomination of persons to serve as Trustees of the Trust who are not
"interested persons" of the Trust shall be committed to the discretion of
the Trustees then in office who are not "interested persons" of the Trust.
However, nothing contained herein shall prevent the participation of other
persons in the selection and nomination process, provided that a final
decision on any such selection or nomination is within the discretion of,
and approved by, a majority of the Trustees then in office who are not
"interested persons" of the Trust.
9. This Plan may not be amended to increase materially the amount to
be spent by the Trust hereunder as to any class of shares without approval
of the shareholders of the affected class. All material amendments to the
Plan and to the Agreement must be approved by the vote of the Trustees,
including a majority of the Disinterested Trustees, cast in person at a
meeting called for the purpose of voting on such amendment.
10. To the extent that this Plan and Agreement constitutes a plan of
distribution adopted pursuant to Rule 12b-1 under the 1940 Act it shall
remain in effect as such, so as to authorize the use by the Trust of each
Fund's assets in the amounts and for the purposes set forth herein,
notwithstanding the occurrence of an assignment, as defined by the 1940 Act
and the rules thereunder. To the extent it constitutes an agreement
pursuant to a plan, it shall terminate automatically in the event of an
attempted assignment. Upon a termination of the Agreement as to any Fund
or any class, the Trust may continue to make payments on behalf of the Fund
or class pursuant to the Plan only upon the approval of a new Agreement,
which may or may not be with Thornburg, or the adoption of other
arrangements regarding the use of the amounts authorized to be paid by the
Trust hereunder, by the Trustees in accordance with the procedures set
forth in paragraph 7 above.
11. The Trust shall preserve in an easily accessible place copies of
this Plan and Agreement and all reports made pursuant to this Plan and
Agreement, together with minutes of all Trustees' meetings at which the
adoption, amendment or continuance of the Plan were considered (describing
the factors considered and the basis for decision), for a period of not
less than six years from the date of this Plan and Agreement.
12. This Plan and Agreement shall be construed in accordance with the
laws of the State of New Mexico and applicable provisions of the 1940 Act.
To the extent the applicable law of the State of New Mexico or any
provisions herein conflict with the applicable provisions of the 1940 Act,
the latter shall control.
13. The Trustees have authorized the execution of this Agreement in
their capacity as Trustees and not individually and Thornburg agrees that
neither shareholders of any Fund nor the Trustees, nor any officer,
employee, representative or agent of the Trust shall be personally liable
upon, nor shall resort be had to their private property for the
satisfaction of, obligations given, executed or delivered on behalf of or
by the Trust, that the shareholders of every Fund, Trustees, officers,
employees, representatives and agents of the Trust shall not be personally
liable hereunder, and that it shall look solely to the property of the
Funds for the satisfaction of any claim hereunder.
IN WITNESS WHEREOF, the parties hereto have executed and delivered
this Plan and Agreement on the day and year first above written in Santa
Fe, New Mexico.
THORNBURG INVESTMENT TRUST
By:_____________________________________
THORNBURG MANAGEMENT COMPANY, INC.
By:_____________________________________
<PAGE>
EXHIBIT 15.2
PLAN AND AGREEMENT OF DISTRIBUTION
PURSUANT TO RULE 12b-1
(Distribution Plan - Class C)
THIS PLAN AND AGREEMENT is made as of the 1st day of November, 1997, by
and between Thornburg Investment Trust, a Massachusetts business trust (the
"Trust"), in respect of its respective series hereinafter designated,
collectively, the "Funds" and, individually, a "Fund," and Thornburg
Securities Corporation, a Delaware corporation ("Thornburg").
RECITALS
1. The Trust engages in business as an open-end management investment
company and is registered as such under the Investment Company Act of 1940,
as amended (the "1940 Act").
2. The Trust previously adopted on behalf of Thornburg Limited Term
U.S. Government Fund, Thornburg Limited Term Income Fund, Thornburg
Intermediate Municipal Fund and Thornburg Value Fund certain distribution
plans to authorize the use of each of those Fund's assets to finance certain
activities as permitted under Rule 12b-1 adopted under the 1940 Act, and in
this regard entered into agreements to retain Thornburg in accordance with
those plans. The parties seek to combine those plans and agreements into
this one plan and agreement (the "Plan and Agreement") for their mutual
convenience.
3. Thornburg seeks to be retained to perform services in accordance
with the Plan and Agreement. This Plan and Agreement may be made applicable
to one or more additional funds by the parties execution of one or more
amendments to this Plan and Agreement.
4. This Plan and Agreement has been approved as to each Fund by a vote
of the Trust's Trustees, including a majority of the Trustees who are not
interested persons of the Trust, as defined in the 1940 Act, and who have no
direct or indirect financial interest in the operation of this Plan and
Agreement (sometimes the "Disinterested Trustees"), cast in person at a
meeting called for the purpose of voting on this Plan and Agreement.
AGREEMENT
NOW, THEREFORE, the Trust having adopted this Plan in respect of each of
the Funds, the Trust and Thornburg hereby enter into this Agreement pursuant
to the Plan in accordance with the requirements of Rule 12b-1 under the 1940
Act, and provide and agree as follows:
1. The Trust is hereby authorized to utilize the assets of each Fund
to finance certain activities in connection with distribution of the Fund's
Class C shares.
2. Subject to the supervision of the Trustees, the Trust hereby
retains and appoints Thornburg as its agent to promote the distribution of
the Fund's Class C shares by providing services and engaging in activities
beyond those specifically required by the Distribution Agreement between the
Trust and Thornburg and to provide related services. The activities and
services to be provided by Thornburg hereunder shall include one or more of
the following: (a) the payment of compensation and ongoing commissions
(including incentive compensation) to securities dealers, financial
institutions and other organizations which render distribution and
administrative services in connection with the distribution of Class C shares
of each Fund; (b) the printing and distribution of reports and prospectuses
for the use of potential investors in each Fund; (c) preparing and
distributing sales literature; (d) providing advertising and engaging in
other promotional activities, including direct mail solicitation, and
television, radio, newspaper and other media advertisements; and (e) such
other services and activities as may from time to time be agreed upon by the
Trust.
3. Thornburg hereby undertakes to use its best efforts to promote
sales of Class C shares of each Fund to investors by engaging in those
activities specified in paragraph 2 above as may be necessary and as it from
time to time believes will best further sales of such shares.
4. The Trust is hereby authorized to pay to Thornburg for obtaining
the services described above, out of the assets of each Fund, on a monthly
basis, an amount computed at an annual rate of .75 of 1% of the Fund's
average daily net assets attributable to Class C shares of the Fund, together
with any applicable gross receipts tax, sales tax, value added tax,
compensating tax or similar exaction imposed by any federal, state or local
government, but the aggregate of those taxes will not exceed 10%. The amount
of the fee payable to Thornburg under this paragraph is not related directly
to expenses incurred by Thornburg in obtaining the contemplated services for
each Fund.
5. To the extent that expenditures made by Thornburg out of its own
resources to finance any activity primarily intended to result in the sale of
shares of a Fund, pursuant to this Plan and Agreement or otherwise, may be
deemed to constitute the indirect use of the Fund assets, such indirect use
of Fund assets is hereby authorized in addition to, and not in lieu of, any
other payments authorized under this Plan and Agreement.
6. The Treasurer of the Trust shall provide and the Trustees shall
review, at least quarterly, a written report of all amounts expended pursuant
to the Plan and Agreement. Each such report shall itemize the types of
expenses incurred for which payment is being made and the purposes and the
amounts of such expenses. Upon request, Thornburg shall provide to the
Trustees such information as may reasonably be required to review the
continuing appropriateness of the Plan and Agreement.
7. This Plan and Agreement is effective as of the date first set forth
above for the Class C shares of the Funds identified in the second Recital.
The Plan and Agreement will become effective immediately as to other Funds
upon execution of a supplement to this Plan and Agreement after approval by
the Trustees of the supplement and any shareholder approvals then required by
the 1940 Act or the rules thereunder. Thereafter, the Plan and Agreement
shall continue in effect from year to year, provided that continuance is
approved at least annually by a vote of the Trustees, including a majority of
the Disinterested Trustees, cast in person at a meeting called for the
purpose of voting on such continuance. The Plan may be terminated at any
time as to the Class C shares of any Fund, without penalty, by the vote of a
majority of the Disinterested Trustees or by the vote of a majority of the
outstanding Class C shares of the Fund. Thornburg, or the Trust by vote of a
majority of the Disinterested Trustees or of the holders of a majority of a
Fund's outstanding Class C shares, may terminate the Agreement under this
Plan as to the Class C shares of the Fund, without penalty, upon 30 days'
written notice to the other party. The parties acknowledge and agree that
this Plan and Agreement is applicable from time to time to one or more Funds,
but that the Plan and Agreement applies separately to each class of shares
and each Fund, and is severable in all respects. Consequently, the Agreement
may be modified, continued or terminated as to one class of shares of a Fund
without affecting any other class of shares or any other Fund.
8. So long as the Plan remains in effect, the selection and nomination
of persons to serve as Trustees of the Trust who are not "interested persons"
of the Trust shall be committed to the discretion of the Trustees then in
office who are not "interested persons" of the Trust. However, nothing
contained herein shall prevent the participation of other persons in the
selection and nomination process, provided that a final decision on any such
selection or nomination is within the discretion of, and approved by, a
majority of the Trustees then in office who are not "interested persons" of
the Trust.
9. This Plan may not be amended to increase materially the amount to
be spent by the Trust hereunder without approval of the Class C shareholders
of the affected Fund. All material amendments to the Plan and to the
Agreement must be approved by the vote of the Trustees, including a majority
of the Disinterested Trustees, cast in person at a meeting called for the
purpose of voting on such amendment.
10. To the extent that this Plan and Agreement constitutes a plan of
distribution adopted pursuant to Rule 12b-1 under the 1940 Act it shall
remain in effect as such, so as to authorize the use by the Trust of the
Fund's assets in the amounts and for the purposes set forth herein,
notwithstanding the occurrence of an assignment, as defined by the 1940 Act
and the rules thereunder. To the extent it constitutes an agreement pursuant
to a plan, it shall terminate automatically in the event of an attempted
assignment. Upon a termination of the Agreement as to any Fund, the Trust
may continue to make payments on behalf of the Fund pursuant to the Plan only
upon the approval of a new Agreement, which may or may not be with Thornburg,
or the adoption of other arrangements regarding the use of the amounts
authorized to be paid by the Trust hereunder, by the Trustees in accordance
with the procedures set forth in paragraph 7 above.
11. The Trust shall preserve in an easily accessible place copies of
this Plan and Agreement and all reports made pursuant to this Plan and
Agreement, together with minutes of all Trustees' meetings at which the
adoption, amendment or continuance of the Plan were considered (describing
the factors considered and the basis for decision), for a period of not less
than six years from the date of this Plan and Agreement.
12. This Plan and Agreement shall be construed in accordance with the
laws of the State of New Mexico and applicable provisions of the 1940 Act.
To the extent the applicable law of the State of New Mexico or any provisions
herein conflict with the applicable provisions of the 1940 Act, the latter
shall control.
13. The Trustees have authorized the execution of this Agreement in
their capacity as Trustees and not individually and Thornburg agrees that
neither shareholders of any Fund nor the Trustees, nor any officer, employee,
representative or agent of the Trust shall be personally liable upon, nor
shall resort be had to their private property for the satisfaction of,
obligations given, executed or delivered on behalf of or by the Trust, that
the shareholders of the Fund, Trustees, officers, employees, representatives
and agents of the Trust shall not be personally liable hereunder, and that it
shall look solely to the property of the Fund for the satisfaction of any
claim hereunder.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Plan and Agreement on the day and year first above written in Santa Fe, New
Mexico.
THORNBURG INVESTMENT TRUST
By:_____________________________________
THORNBURG SECURITIES CORPORATION
By:_____________________________________
