THORNBURG INVESTMENT TRUST
N-30D, 1999-06-01
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Dear Fellow Shareholder:
I am pleased to report the Fund's  total  return for the period  ended March 31,
1999 in the table below.  Total  returns for both A shares and C shares  reflect
results for investors  who held shares for the entire  periods  shown.  Positive
results were recorded for all periods.

<TABLE>
<CAPTION>
                                               Total return performance as of 3/31/99
                                                         Inception:  10/2/95
                                           A Shares                                       C Shares

                  Cal. Qtr.  6 Months   3 Years    1 Year  Since Incept.  Cal. Qtr.   6 Months    1 Year     3 Years   Since Incept.
<S>                 <C>       <C>       <C>        <C>       <C>            <C>        <C>        <C>        <C>          <C>
Net Asset Value     8.67%     30.38%    30.40%**   13.18%    28.99%**       8.47%      30.38%     12.19%     29.36%**     27.99%**
Max.Offering Price  3.78%     24.50%    28.43%**    8.10%    27.31%         7.47%*     24.50%     12.19%     29.36%**     27.99%**

<FN>
Past performance cannot guarantee future results.
* Assumes redemption during the period.
** Annualized.
</FN>
</TABLE>



As has been the case since the October  market low,  strength in technology  and
financial  service  issues was evident in portfolio  performance  through March.
Since mid-April, however, market leadership has shifted materially.  Improvement
in Asian economies,  coupled with our own healthy economy and a better commodity
pricing environment,  spurred a market rotation into cyclical and other modestly
appraised  equities.  Issues in the Value  Fund  that  have  benefited  include:
Atlantic  Richfield,  Occidental  Petroleum,  Union Pacific, El Paso Energy, and
Henkel. Recent additions to the portfolio,  such as Dow Chemical,  Hercules Inc.
(chemicals),  and  Boeing,  have  also  benefited.  A few  changes  in  industry
concentration since March 31 are worth mentioning: technology holdings have been
reduced to 17% from 23% at the end of the  quarter,  and  investment  management
from 16% to 12%. The latter  reflects a reduction of Charles Schwab to less than
3.5% of the portfolio.  Through  appreciation,  Schwab had become over 7% of the
portfolio.  While we continue to expect  extraordinary  results from Schwab as a
leading on-line financial service provider, from a target price perspective, the
stock had exceeded our expectations in a very short period of time. On March 31,
1999 we made an income  distribution  of $0.105  per share on Class A shares and
$0.04 per share on Class C shares. For more detailed descriptive  information on
portfolio holdings,  including links to the home pages of companies held in your
portfolio,  please  visit our Website at  www.thornburg.com.  If you do not have
internet access,  call us at (800) 847-0200 and we will send this information to
you. Thank you for investing with us. We appreciate  your trust and  confidence.
Respectfully,

William V. Fries, CFA
Portfolio Manager



<PAGE>


ASSETS

Investments, at value (cost $280,473,898)                       $ 341,729,250
Cash                                                                  489,867
Receivable for securities sold                                      1,470,779
Receivable for fund shares sold                                     8,882,140
Unrealized gain on forward exchange contracts (Note 6)              2,713,989
Dividend receivable                                                   787,002
Prepaid expenses and other assets                                      45,602
Total Assets                                                      356,118,629

LIABILITIES

Payable for securities purchased                                    1,718,399
Payable for fund shares redeemed                                      231,782
Unrealized loss on forward exchange contracts (note 6)                649,135
Payable to investment advisor                                         271,070
Covered call options written at value (proceeds received $32,099       78,750
Accounts payable and accrued expenses                                 304,449
Total Liabilities                                                   3,253,585


NET ASSETS                                                      $ 352,865,044
NET ASSETS CONSIST OF:
Undistributed net investment income                             $    (419,403)
Net unrealized appreciation (depreciation) on investments          63,273,580
Distributions paid in excess of net realized gain                   3,766,540
Net capital paid in on shares of beneficial interest              286,244,327
                                                                $ 352,865,044
NET ASSET VALUE:

Class A Shares:
Net asset value and redemption price per share
($248,302,071 applicable to 9,820,738 shares
of beneficial interest outstanding - Note 4)                    $       25.28
Maximum sales charge, 4.50% of offering price
(4.70% of net asset value per share)                                     1.19
Maximum Offering Price Per Share                                $       26.47
Class C Shares:
Net asset value and offering price per share* ($82,742,126)
applicable to 3,282,448 shares of beneficial interest outstandin$       25.21

Class I Shares:
Net asset value, offering and redemption price per share ($21,820,847 applicable
to 862,317 of beneficial interest outstanding - Note 4)
                                                                $       25.30
* Redemption price per share is equal to net asset value less any applicable
contingent deferred sales charge. See notes to financial statements.

INVESTMENT INCOME
Dividend income (net of foreign taxes
 withheld of $36,897)                                     $ 2,702,980
Interest income                                               223,992
                 Total Income                               2,926,972

EXPENSES
Investment advisory fees (Note 3)                           1,118,133
Administration fees (Note 3)
 Class A Shares                                               115,892
 Class C Shares                                                36,909
 Class I Shares                                                 2,773
Distribution and service fees (Note 3)
 Class A Shares                                               231,785
 Class C Shares                                               295,270
Transfer agent fees                                           128,872
Registration & filing fees                                     49,901
Custodian fees                                                 69,235
Professional fees                                              16,915
Accounting fees                                                10,885
Trustee fees                                                    2,156
Other expenses                                                 16,551
                 Total Expenses                             2,095,277
Less:
Expenses waived by investment advisor (Note 3)                (13,860)
                 Net Expenses                               2,081,417
                 Net Investment Income                        845,555

REALIZED AND UNREALIZED GAIN - NOTE 5
Net realized gain (loss) on:
  Investments                                               6,768,492
  Foreign currency transactions                            (1,921,524)
                                                            4,846,968
Net unrealized appreciation (depreciation)
  Investments                                              55,186,099
  Foreign currency translation                              3,531,020
                                                           58,717,119
                 Net Realized and Unrealized
                 Gain on Investments                       63,564,087
                 Net Increase (Decrease) in Net Assets
                 Resulting From Operations                $64,409,642
See notes to financial statements.


INCREASE (DECREASE) IN
NET ASSETS FROM:

OPERATIONS:
Net investment income                                  $ 845,555    $ 1,118,961
Net realized gain (loss) on investments and
 foreign currency transactions                         4,846,968       (168,836)
Increase (decrease) in unrealized appreciation on
 investments and foreign currency translation         58,717,119    (10,040,414)

                Net Increase (Decrease) in Net Assets
                Resulting from Operations             64,409,642     (9,090,289)

DIVIDENDS TO SHAREHOLDERS:
From net investment income
Class A Shares                                       (1,024,114)      (938,716)
Class C Shares                                         (131,018)       (27,348)
Class I Shares                                         (110,966)             0


From realized gains
Class A Shares                                                0     (4,677,701)
Class C Shares                                                0       (746,009)

From return of capital
Class A Shares                                                0       (165,589)
Class C Shares                                                0         (4,824)

FUND SHARE TRANSACTIONS - (Note 4)
Class A Shares                                       50,831,610     95,534,687
Class C Shares                                       27,179,587     35,229,776
Class I Shares                                       19,704,242              0

Net Increase in Net Assets                          160,858,983    115,113,987

NET ASSETS:

Beginning of period                                 192,006,061     76,892,074
End of period                                     $ 352,865,044  $ 192,006,061
See notes to financial statements.



<PAGE>


Note 1 - Organization
Thornburg  Value  Fund  hereinafter  referred  to as the  "Fund," is a series of
Thornburg  Investment  Trust  (the  "Trust").  The  Trust  was  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 seven
series  of shares  of  beneficial  interest  in  addition  to those of the Fund:
Thornburg Limited Term U.S.  Government Fund,  Thornburg New Mexico Intermediate
Municipal Fund,  Thornburg  Intermediate  Municipal Fund, Thornburg Limited Term
Income Fund,  Thornburg Florida  Intermediate  Municipal Fund,  Thornburg Global
Value Fund and Thornburg New York  Intermediate  Municipal  Fund. Each series is
considered to be a separate entity for financial reporting and tax purposes. The
Fund seeks long-term  capital  appreciation  by investing  primarily in domestic
equity  securities  selected on a value basis.  The Fund currently  offers three
classes of shares of  beneficial  interest,  Class A, Class C and  Institutional
Class (Class I) shares. Each class of shares of a Fund represents an interest in
the same portfolio of  investments  of the Fund,  except that (i) Class A shares
are sold subject to a front-end  sales  charge  collected at the time the shares
are  purchased and bear a service fee, (ii) Class C shares are sold at net asset
value  without a sales  charge at the time of  purchase,  but are  subject  to a
service fee and a  distribution  fee, (iii) Class I shares are sold at net asset
value  without a sales charge at the time of purchase,  and (iv) the  respective
classes  have  different  reinvestment  privileges.  Additionally,  the Fund may
allocate among its classes certain expenses, to the extent allowable to specific
classes,  including transfer agent fees,  government  registration fees, certain
printing and postage costs, and  administrative  and legal expenses.  Currently,
class  specific  expenses  of  the  Fund  are  limited  to  distribution   fees,
administrative fees and certain transfer agent expenses.

Note 2 - Significant  Accounting Policies Significant accounting policies of the
Fund are as follows:
Valuation of Securities:  In determining net asset value, investments are stated
at value based on latest sales prices reported on national securities  exchanges
on the  last  business  day of the  period.  Investments  for  which  no sale is
reported are valued at the mean  between bid and asked  prices.  Securities  for
which market  quotations  are not readily  available are valued at fair value as
determined  by  management  and approved in good faith by the Board of Trustees.
Short term obligations having remaining maturities of 60 days or less are valued
at amortized cost which  approximates  market value. When the Fund writes a call
option,  an amount equal to the premium  received by the Fund is included in the
Fund's  statement of assets and  liabilities  as a liability.  The amount of the
liability is subsequently  marked-to-market  to reflect the current market value
of the option  written.  The current market value of a traded option is the last
sales price on the principal  exchange on which such option is traded, or in the
absence of such sale,  the latest ask  quotation.  When an option expires on its
stipulated   expiration  date  or  the  Fund  enters  into  a  closing  purchase
transaction, the Fund realizes a gain (or loss if the cost of a closing purchase
transaction  exceeds  the  premium  received  when the option was sold)  without
regard  to any  unrealized  gain  or loss on the  underlying  security,  and the
liability  related  to  such  option  is  extinguished.  When a call  option  is
exercised,  the Fund  realizes  a gain or loss  from the sale of the  underlying
security and the proceeds from such sale are increased by the premium originally
received.  The risk in  writing  a call  option  is that  the Fund  gives up the
opportunity  of profit if the market price of the security  increases.  The Fund
also  has  the  additional  risk  of not  being  able to  enter  into a  closing
transaction  if a liquid  secondary  market  does not  exist.  Foreign  Currency
Translation:  Porfolio  securities  securities and other assets and  liabilities
denominated in foreign  currencies are translated into U.S. dollars based on the
exchange  rate of  such  currencies  against  the  U.S.  dollar  on the  date of
valuation.  Purchases and sales of securities  and income items  denominated  in
foreign  currencies  are  translated  into U.S.  dollars at the exchange rate in
effect  on the  translation  date.  When the  Fund  purchases  or sells  foreign
securities  it will  customarily  enter  into a  foreign  exchange  contract  to
minimize  foreign  exchange risk from the trade date to the  settlement  date of
such transactions.  The Fund does not separately report the effect of changes in
foreign  exchange rates from changes in market prices on securities  held.  Such
changes  are  included  in  net  realized  and  unrealized  gain  or  loss  from
investments.  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 their taxable  income to its  shareholders.
Therefore,  no provision  for Federal  income tax is required.  When-Issued  and
Delayed  Delivery  Transactions:  The Fund may engage in  when-issued or delayed
delivery  transactions.  To the extent a 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 market 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.  Dividends:  Dividends  to the  shareholders  are paid  quarterly  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 realized  capital  gains,  to the extent  available,  will be
distributed  annually.  Distributions  to  shareholders  are based on income tax
regulations  and  therefore,  their  characteristics  may differ  for  financial
statement and tax purposes.  General:  Securities transactions are accounted for
on a trade date basis.  Interest income is accrued as earned and dividend income
is recorded on the  ex-dividend  date.  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 - 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 to the
Fund for which the fees are payable at the end of each month. For the six months
ended March 31, 1999,  these fees were payable at annual rates  ranging from 7/8
of 1% to 27/40 of 1% of the average  daily net assets of the Fund  depending  on
the Fund's asset size. The Fund also has an  Administrative  Services  Agreement
with the  Adviser,  whereby  the Adviser  will  perform  certain  administrative
services for the shareholders of each class of the Fund's shares,  and for which
fees will be payable at an annual rate of up to 1/8 of 1% of the  average  daily
net assets  attributable to each class of shares. For the six months ended March
31, 1999, the Adviser voluntarily waived certain operating expenses amounting to
$13,860  for the  Fund.  The Fund has  underwriting  agreements  with  Thornburg
Securities Corporation (the "Distributor"), which acts as the Distributor of the
Fund's shares.  For the six months ended March 31, 1999, the Distributor  earned
commissions  aggregating  $103,922  from the sale of Class A shares of the Fund,
and  collected  contingent  deferred  sales  charges  aggregating  $14,907  from
redemptions of Class C shares of the Fund. Pursuant to a Service Plan under Rule
12b-1 of the  Investment  Company  Act of 1940,  the Fund may  reimburse  to the
Adviser  an  amount  not to exceed  1/4 of 1% annum of its  average  net  assets
attributable  to each  class of  shares  of the Fund  for  payments  made by the
Adviser to securities dealers and other financial institutions to obtain various
shareholder  related  services.  The  Adviser  may  pay  out  of its  own  funds
additional  expenses for  distribution  of the Fund's shares.  The Fund has also
adopted Distribution Plans pursuant to Rule 12b-1, applicable only to the Fund's
Class C shares under which the Fund  compensated the Distributor for services in
promoting  the sale of Class C shares of the Fund at an annual  rate of up to 1%
of the  average  daily net  assets  attributable  to Class C shares.  Total fees
incurred  by each class of shares of the Fund under its  respective  Service and
Distribution  Plans for the six months ended March 31, 1999 are set forth in the
statement  of  operations.  Certain  officers and trustees of the Trust are also
officers and/or  directors of the Adviser and  Distributor.  The compensation of
unaffiliated trustees is borne by the Trust.

Note 4 - Shares of Beneficial Interest
At March 31,  1999  there  were an  unlimited  number  of  shares of  beneficial
interest  authorized.  Sales of Class I of the Value Fund commenced  November 2,
1998. Transactions in shares of beneficial interest were as follows:

<TABLE>
<CAPTION>
Thornburg Value Fund
                             Six Months Ended March 31, 1999       Year Ended September 30, 1998
                                  Shares         Amount               Shares          Amount
Class A Shares
<S>                             <C>          <C>                    <C>            <C>
Shares sold                     3,385,874    $ 79,561,518           5,364,791      $114,402,496
Shares issued to shareholders
 in reinvestment of dividends      36,439         921,184             290,340         5,509,526
Shares repurchased             (1,328,632)    (29,651,092)         (1,204,237)      (24,377,335)


Net Increase                    2,093,681    $ 50,831,610           4,450,894      $ 95,534,687

Class C Shares
Shares sold                     1,270,860    $ 29,994,610           1,712,966      $ 36,707,174
Shares issued to shareholders
in reinvestment of distrib          3,955          99,658              37,794           705,580
Shares repurchased               (127,244)     (2,914,681)           (106,131        (2,182,978)

Net Increase                    1,147,571    $ 27,179,587           1,644,629      $ 35,229,776

Class I Shares
Shares sold                       867,805    $ 19,825,265                0 $             0
Shares issued to shareholders
in reinvestment of distrib          4,372         110,656                0               0
Shares repurchased                 (9,860)       (231,679)               0               0

Net Increase                      862,317    $ 19,704,242                0 $             0
</TABLE>

Note 5 - Securities Transactions
For the six  months  ended  March 31,  1999,  the Fund had  purchases  and sales
transactions  of  investment   securities  of  $135,568,232   and   $57,025,597,
respectively.  The  cost of  investments  for  Federal  income  tax  purpose  is
$280,473,898  for the Fund. As of March 31,1999,  the Fund has deferred  capital
losses and currency losses  occuring  subsequent to October 31, 1997 of $782,119
and $112,863,  respectively.  At March 31, 1999, net unrealized  appreciation of
investments  was  $61,255,353   resulting  from  $67,990,557   gross  unrealized
appreciation and $6,735,204 gross unrealized depreciation. Transactions relating
to covered  call  options  during  the six  months  ended  March 31,  1999,  are
summarized as follows:
                                              Number of options       Premium
Options written, begining of period                   0                   0
Options written, during the period                 10,000             $  32,099
Options exercised, during the period                  0                   0
Options expired, during the period                    0                   0
Options outstanding, end of period                 10,000             $  32,099

Note 6 - Financial Investments With Off-Balance Sheet Risk
During the six months  ended March 31,  1999,  the Fund was a party to financial
instruments with off-balance  sheet risks,  primarily  currency forward exchange
contracts.  A forward exchange  contract is an agreement  between two parties to
exchange different currencies at a specified rate at an agreed upon future date.
These  contracts  are  purchased  in order to minimize the risk to the Fund with
respect to it's foreign stock holdings from adverse changes in the  relationship
between the U.S.  dollar and foreign  currencies.  In each case these  contracts
have  been  initiated  in  conjunction   with  foreign  stock  holdings.   These
instruments  may involve market risks in excess of the amount  recognized on the
Statements of Assets and  Liabilities.  Such risks would arise from the possible
inability  of  counterparties  to meet  the  terms of  their  contracts,  future
movement in currency  value and interest  rates and contract  positions that are
not exact  offsets.  The  contract  amounts  indicate  the  extent of the Fund's
involvement  in such  contracts.  At March 31,  1999,  the Fund had  outstanding
forward  exchange  contracts for the sale of currencies as set out below.  These
contracts are reported in the financial  statements at the Fund's net equity, as
measured by the difference  between the forward  exchange rates at the reporting
date and the forward exchange rates at the dates of entry into the contract.
<TABLE>
<CAPTION>

Contracts to sell:
<S>            <C>                                                             <C>
 19,689,625   Swiss Francs for 14,551,963 U.S. Dollars, June 16, 1999            1,108,128
 10,373,843   Euros 11,341,723 U.S. Dollars, June 16, 1999                          76,423
 13,857,764   European Currency Unit for 16,578,043 U.S. Dollars, June 16, 1999  1,529,438
Unrealized gain from forward exchange contracts                                 $2,713,989

  7,424,625   Swiss Francs for 5,435,918 U.S. Dollars, June 16, 1999             ($366,476)
 1,214,948,484  Japanese Yen for 10,311,875 U.S. Dollars, June 16, 1999            (53,017)
 12,787,029   New Zealand Dollars for 6,771,478 U.S. Dollars, June 16, 1999        (73,295)
  1,488,076   European Currency Units for 1,772,299 U.S. Dollars,  June 16, 199   (156,347)
Unrealized loss from forward exchange contracts                                  ($649,135)


</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                       Six Months Ended        Year Ended September 30,
                                        March 31, 1999      1998       1997        1996(a)
Class A Shares:
<S>                                        <C>           <C>         <C>          <C>
Net asset value, beginning of period       $ 19.48       $ 20.42     $ 14.50      $ 11.94

Income from investment operations:
  Net investment income                       0.09          0.20        0.21         0.28
  Net realized and unrealized
  gain on investments                         5.82          0.40        6.28         2.56

Total from investment operations              5.91          0.60        6.49         2.84
Less dividends from:
 Net investment income                       (0.11)        (0.17)      (0.20)       (0.28)
 Realized capital gains                       0.00         (1.35)      (0.37)        0.00
 Return of capital                            0.00         (0.02)       0.00         0.00

Change in net asset value                     5.80         (0.94)       5.92         2.56

Net asset value, end of period             $ 25.28       $ 19.48      $ 20.42     $ 14.50

Total Return (b)                             30.38%         3.15%       46.01%      24.02%

Ratios/Supplemental Data
Ratios to average net asset:
 Net investment income                        0.81% (c)     0.95%        1.35%       2.48% (c)
 Expenses, after expense reductions           1.47% (c)     1.54%        1.61%       1.55% (c)
 Expenses, before expense reductions          1.47% (c)     1.54%        1.61%       2.16% (c)

Portfolio turnover rate                      23.04%        99.55%       78.83%      59.62%

Net assets at end of period (000)          $ 248,302     $ 150,492     $ 66,893    $ 15,438
<FN>

(a) Fund  commenced  operations  on  October 2,  1995.
(b) Sales  loads are not reflected in computing total return.
(c) Annualized.
</FN>
</TABLE>
<TABLE>
<CAPTION>

Class C Shares:
<S>                                        <C>           <C>          <C>         <C>
Net asset value, beginning of period       $ 19.45       $ 20.40      $ 14.51     $ 11.94

Income from investment operations:
 Net investment income                        0.00          0.03         0.07        0.18
 Net realized and unrealized
 gain on investments                          5.80          0.39         6.27        2.57

Total from investment operations              5.80          0.42         6.34        2.75
Less dividends from:
 Net investment income                       (0.04)        0.00         (0.08)      (0.18)
 Capital gains distribution                   0.00        (1.35)         (.37)       0.00
 Return of capital                            0.00        (0.02)         0.00        0.00

Change in net asset value                     5.76        (0.95)         5.89        2.57

Net asset value, end of period             $ 25.21      $ 19.45       $ 20.40     $ 14.51

Total Return (b)                             29.89%        2.34%        44.77%      23.20%

Ratios/Supplemental Data
Ratios to average net asset:
 Net investment income                        0.02% (c)    0.14%         0.48%       1.73% (c)
 Expenses, after expense reductions           2.25% (c)    2.36%         2.49%       2.30% (c)
 Expenses, before expense reductions          2.25% (c)    2.37%         2.73%       6.51% (c)

Portfolio turnover rate                      23.04%       99.55%        78.83%      59.62%

Net assets at end of period (000)          $ 82,742     $ 41,513       $ 9,999     $ 1,267

<FN>
(a) Fund  commenced  operations  on  October 2,  1995.
(b) Sales  loads are not reflected in computing total return.
(c) Annualized.
</FN>
</TABLE>

Class I Shares:
Net asset value, beginning of period                        $   21.33

Income from investment operations:
 Net investment income                                           0.15
 Net realized and unrealized gain on investments                 3.95

Total from investment operations 4.10 Less dividends from:
 Net investment income                                          (0.13)
 Capital gains distribution                                      0.00
 Return of capital                                               0.00

Change in net asset value                                        3.97

Net asset value, end of period                                $ 25.30

Total Return (b)                                                16.80%

Ratios/Supplemental Data Ratios to average net asset:
 Net investment income                                          1.27% (c)
 Expenses, after expense reductions                             0.82% (c)
 Expenses, before expense reductions                            1.02% (c)

Portfolio turnover rate                                        23.04%

Net assets at end of period (000)                            $ 21,821

(a)  Commencment of operations.
(b) Sales loads are not reflected in computing total return.
(c) Annualized



<PAGE>



Schedule of Investments

Thornburg Value Fund                                              March 31, 1999

CUSIPS: Class A - 885-215-731,  Class C - 885-215-715,  Class I -885-215-632
NASDAQ Symbols: Class A - TVAFX, Class C - TVCFX, Class I - TVIFX


COMMON STOCKS--97.20%

BANKING INSTITUTIONS (12.70%)
Bank Austria AG                      144,590                          $8,614,216
Bank One Corp.                       260,702                          14,354,904
FirstSpartan Financial Corp.          26,000                             773,500
Julius Baer Holding AG                 2,750                           8,938,501
Ocean Financial Corp.                 89,000                           1,279,375
Unionbancal Corp.                    275,000                           9,367,187
Woronoco Bancorp Inc.                  1,125                              10,688

BIOTECHNOLOGY (3.10%)
Genzyme Corp. +                      207,000                          10,440,562
Genzyme Molecular Oncology Corp. +    23,446                              87,923

CONSUMER ELECTRONICS (2.90%)
Sony Corp.                            52,800                           4,882,490
Sony Corp. -ADR                       55,000                           5,022,187

BUILDING MATERIALS (0.90%)
Dyckerhoff AG Preferred               10,784                           2,915,048

DRUGS & HEALTH CARE (2.50%)
American Home Products Corp.         130,000                           8,482,500

ENERGY (7.30%)
Atlantic Richfield Company           205,000                          14,965,000
Occidental Petroleum Corp.           552,200                           9,939,600

ENTERTAINMENT (1.10%)
Fox Entertainment Group Inc. +       135,000                           3,661,875

FOOD & BEVERAGES (2.40%)
Pepsico, Inc.                        210,000                           8,229,375

NATURAL GAS PIPELINES (1.60%)
El Paso Energy Corp.                 170,000                           5,556,875

HOUSEHOLD PRODUCTS (1.70%)
Henkel KGaA Preferred                 77,600                           5,705,537

INVESTMENT MANAGEMENT & BROKERAGE (16.60%)
Charles Schwab and Co.               190,000                          18,263,750
Federated Investors, Inc.            150,000                           2,728,125
Ing Groep N.V.                       126,000                           6,954,920
Investment Technology Group, Inc. +   73,500                           3,730,125
Jefferies Group Inc.                 100,000                           4,743,750
Kansas City Industries, Inc.         195,000                          11,115,000
Pimco Advisors Holdings L. P.        297,300                           9,346,369

RAILROADS (3.20%)
Union Pacific Corp.                  201,600                          10,773,000

REAL ESTATE INVESTMENT TRUSTS (5.80%)
Annaly Mortgage Management, Inc.     312,100                           3,199,025
JDN Realty Corp.                     430,000                           8,546,250
Sun Communities, Inc. +              259,500                           8,239,125

TECHNOLOGY - SEMI CONDUCTORS & EQUIPMENT (6.50%)
Brooks Automation, Inc. +            198,200                           4,434,725
Dallas Semiconductor Corp.           130,000                           5,021,250
Intel Corp.                           80,000                           9,510,000
Lam Research Corp. +                 115,000                           3,335,000

TECHNOLOGY - COMPUTERS & PERIPHERALS (9.60%)
EMC Corp. +                           50,000                           6,387,500
Hewlett Packard Company              158,000                          10,714,375
Seagate Technology, Inc. +           230,000                           6,799,375
Sun Microsystems Inc.                 70,000                           8,754,375

TECHNOLOGY - SOFTWARE (6.20%)
Advent Software, Inc. +              152,500                           7,625,000
Peoplesoft, Inc. +                   330,000                           4,826,250
The Learning Company, Inc. +         302,000                           8,758,000

TELECOMMUNICATION SERVICES (7.00%)
Bell Atlantic Corp.                  173,800                           8,983,287
Telecom Corporation Of New
  Zealand ADR                        170,000                           6,630,000
U. S. West Inc.                      150,000                           8,259,375

TELEPHONE EQUIPMENT (3.70%)
Fore Systems                         163,000                           3,081,719
Northern Telecom Limited             155,000                           9,629,375

TRANSPORTATION (2.20%)
Avis Rental A Car Inc.               277,600                           7,686,050

CLOSED END FUNDS (0.20%)
New Germany Fund                      70,000                             835,625

TOTAL COMMON STOCKS (Cost $270,882,711)                              332,138,063

COMMERCIAL PAPER--2.80%
American General Finance, 4.78% due 4/1/1999     1,000,000             1,000,000
Anheuser Busch Inc., 4.81% due 4/5/1999            900,000               899,519
Commercial Credit Company, 4.86% due 4/7/1999    2,000,000             1,998,380
Commercial Credit Company, 4.86% due 4/12/1999   3,200,000             3,195,248
Exxon Project Inv., 4.90% due 4/9/1999           1,100,000             1,098,802
GTE Funding Inc., 4.90% due 4/5/1999             1,400,000             1,399,238

TOTAL COMMERCIAL PAPER (Cost $9,591,187)                               9,591,187


EQUITY OPTION--0.00%

MISCELLANEOUS (0.00%)
Schwab Charles Corporation           (10,000)                           (78,750)

TOTAL CALL OPTION WRITTEN (Cost $(32,099))                              (78,750)


TOTAL INVESTMENTS   (Cost $280,441,799)*                           $ 341,650,500

+Non-income producing.
 See notes to unaudited financial statements.




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