PROXY STATEMENT
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
( ) Preliminary Proxy Statement
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
( ) Confidential, for Use of the Commission Only (as permitted by Rule
14c-6(e)(2)
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THORNBURG INVESTMENT TRUST
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of filing fee (Check the appropriate box):
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fees paid:
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( ) Fee paid with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
THORNBURG INVESTMENT TRUST
Thornburg Limited Term Municipal Fund
Thornburg California Limited Term Municipal Fund
Thornburg Intermediate Municipal Fund
Thornburg New Mexico Intermediate Municipal Fund
Thornburg Florida Intermediate Municipal Fund
Thornburg New York Intermediate Municipal Fund
Thornburg Limited Term U.S. Government Fund
Thornburg Limited Term Income Fund
Thornburg Value Fund
Thornburg International Value Fund
Thornburg Core Growth Fund
Thornburg Investment Income Builder Fund
119 East Marcy Street
Santa Fe, New Mexico 87501
August 4, 2004
Dear Shareholder:
A special meeting of the shareholders of Thornburg Investment Trust
has been called for September 13, 2004, at which time the shareholders of
the Trust will be asked to vote on the election of Trustees and
ratification of the selection of PricewaterhouseCoopers, LLP as the
Trust's independent registered public accounting firm.
We urge you to spend a few minutes reviewing the enclosed Proxy
Statement, and completing and returning the enclosed proxy card so that we
receive your vote. Prompt return of proxy cards permits the Trust to
avoid the cost of additional mailings to shareholders.
You now may vote your proxy using any of the following methods:
- By Mail. Please complete, date and sign the enclosed proxy card
and mail it in the enclosed, postage-paid envelope.
- By Telephone. Have your proxy card available. Call the toll-free
number listed on the proxy card. Follow the recorded instructions
and have your control number from the proxy card available.
- By Internet. Have your proxy card available. Go to the website
listed on the proxy card. Follow the instructions on the website
and have your control number from the proxy card available.
NOTE: You may receive more than one proxy package if you hold shares of
the Funds in more than one account. You must return separate proxy cards
for separate holdings.
Sincerely,
Garrett Thornburg
------------------------------------
Chairman of Trustees, Thornburg
Investment Trust
THORNBURG INVESTMENT TRUST
Thornburg Limited Term Municipal Fund
Thornburg California Limited Term Municipal Fund
Thornburg Intermediate Municipal Fund
Thornburg New Mexico Intermediate Municipal Fund
Thornburg Florida Intermediate Municipal Fund
Thornburg New York Intermediate Municipal Fund
Thornburg Limited Term U.S. Government Fund
Thornburg Limited Term Income Fund
Thornburg Value Fund
Thornburg International Value Fund
Thornburg Core Growth Fund
Thornburg Investment Income Builder Fund
119 East Marcy Street
Santa Fe, New Mexico 87501
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 13, 2004
To the Shareholders of Thornburg Investment Trust
Notice is hereby given that a Special Meeting of Shareholders (the
"Meeting") of Thornburg Investment Trust, a Massachusetts business trust
(the "Trust") will be held at 119 East Marcy Street, Santa Fe, New Mexico
87501 on September 13, 2004 at 10:00 a.m. to elect Trustees of the Trust,
to ratify the selection of PricewaterhouseCoopers LLP as the Trust's
independent registered public accounting firm, and to transact such other
business that may come before the Meeting.
Shareholders of record as of the close of business on July 14, 2004
are entitled to notice of, and to vote at, the Meeting.
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE
REQUESTED TO DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED FOR THAT PURPOSE.
By Order of the Trustees
Date August 4, 2004
Dawn B. Fischer
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Secretary
YOUR PROMPT ATTENTION TO THE ENCLOSED FORM OF PROXY WILL HELP TO
AVOID THE EXPENSE OF FURTHER SOLICITATION.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and may help avoid the time and expense involved in
validating your vote if you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in
the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the
party signing should conform exactly to a name shown in the registration
on the proxy card.
3. ALL OTHER ACCOUNTS: The capacity of the individual signing the
proxy card should be indicated unless it is reflected in the form of
registration.
Control Number: -------
THORNBURG INVESTMENT TRUST
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
September 13, 2004
The undersigned shareholder of Thornburg Investment Trust, a Massachusetts
business trust (the "Trust") hereby appoints Dawn B. Fischer, George T.
Strickland, and Leigh Moiola, and each of them, each with full power of
substitution, as proxies to represent the undersigned at the Special
Meeting of Shareholders of the Trust, which shall be held on September 13,
2004 at 10:00 a.m. prevailing Mountain Time at the offices of Thornburg
Investment Management, Inc., 119 East Marcy Street, Santa Fe, New Mexico
87501, and at any and all adjournments thereof, and at the meeting to vote
all shares of the Trust which the undersigned would be entitled to vote,
with all powers the undersigned would possess if personally present, in
accordance with the instructions on this card.
Your vote is important. Please vote today.
1. ELECTION OF TRUSTEES.
FOR all nominees listed <box> WITHHOLD AUTHORITY <box>
to vote for all nominees invited
below
INSTRUCTION: To withhold authority for an individual nominee, strike a
line through the nominee's name in the list below.
Garrett Thornburg
David A. Ater Brian J. McMahon
David D. Chase Owen Van Essen
Eliot R. Cutler James W. Weyhrauch
Susan H. Dubin
THE TRUSTEES UNANIMOUSLY RECOMMEND A VOTE FOR ALL OF THE NOMINEES.
2. TO RATIFY APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
FOR <box> AGAINST <box> ABSTAIN <box>
The Trustees unanimously recommend a vote for this proposal.
3. In their discretion, upon such other business as may properly come
before the Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUSTEES.
If more than one of the proxies, or their substitutes, are present at
the meeting or at any adjournment thereof, they jointly (or, if only one
is present and voting, then that one) shall have authority and may
exercise all of the powers granted hereby. This proxy, when properly
executed, will be voted in accordance with the instructions marked hereon
by the undersigned; in the absence of instructions, this proxy will be
voted for the election of all nominees and for proposal 2.
If you plan to attend the Meeting, please call 1-800-847-0200.
PLEASE VOTE, SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
NO POSTAGE IS NECESSARY IF MAILED IN THE UNITED STATES.
IMPORTANT: Please insert the date of signing.
Date: 2004
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Signature of Shareholder
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Signature of Shareholder (if held jointly)
This proxy card should be signed exactly as your name(s) appear hereon.
If an attorney, executor, guardian or in some representative capacity or
as an officer of a corporation or other entity, please add title as such.
By signing this proxy card, receipt of the Notice of Special Meeting of
Shareholders and Proxy Statement is acknowledged.
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
OF
THORNBURG INVESTMENT TRUST
Thornburg Limited Term Municipal Fund
Thornburg California Limited Term Municipal Fund
Thornburg Intermediate Municipal Fund
Thornburg New Mexico Intermediate Municipal Fund
Thornburg Florida Intermediate Municipal Fund
Thornburg New York Intermediate Municipal Fund
Thornburg Limited Term U.S. Government Fund
Thornburg Limited Term Income Fund
Thornburg Value Fund
Thornburg International Value Fund
Thornburg Core Growth Fund
Thornburg Investment Income Builder Fund
119 East Marcy Street
Santa Fe, New Mexico 87501
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Trustees of Thornburg Investment Trust (the "Trust") for
use at the Trust's Special Meeting of Shareholders (the "Meeting") to be
held at 119 East Marcy Street, Suite 202, Santa Fe, New Mexico, on
September 13, 2004 at 10:00 a.m. prevailing Mountain Time, and at any
postponement or adjournment thereof.
The Trustees have called the Meeting so that shareholders may
consider the re-election of five of the current six Trustees (three of
whom are not "interested persons" of the Trust, as that term is used in
the Investment Company Act of 1940) and to consider the election of three
additional Trustees (none of whom are "interested persons" of the Trust).
Information about the current Trustees and the nominees is provided below.
Shareholders also will consider at the meeting the ratification of
selection of the Trust's independent registered public accounting firm.
The Proxy Statement and the accompanying Notice of Special Meeting
of Shareholders and form of proxy are being mailed on or about August 4,
2004 to shareholders of record on July 14, 2004.
GENERAL MATTERS
Any person giving a proxy may revoke it at any time prior to its use.
Signed proxies received by the Trust in time for voting and not so revoked
will be voted in accordance with the directions specified in the proxy.
If no instructions are given, the proxy will be voted in favor of all
proposals, and at the discretion of the proxy holders, on any other
matters which may properly come before the Meeting or any postponement or
adjournment thereof. The Trustees do not know of any actions to be
considered at the Meeting other than those referred to in the Notice of
Special Meeting.
A majority of the shares of each of the Trust's Funds, entitled to
vote in person or by proxy will be required to constitute a quorum at the
Meeting. Abstentions and broker non-votes (i.e., proxies from brokers or
nominees indicating that they have not received instructions from the
beneficial owners on an item for which the brokers or nominees do not have
discretionary power to vote) will be treated as present for determining
the existence of a quorum.
Each nominee to serve as Trustee of the Trust must be elected by a
plurality of the shares of each Fund voted in person or by proxy.
Ratification of the selection of the independent registered public
accounting firm must be approved by a majority of the shares of each Fund
voted in person or by proxy on the matter. Abstentions and broker non-
votes will not be counted and will have no effect on the result of the
vote. The Trust expects that broker dealer firms holding shares of the
Funds for their customers will request voting instructions from their
customers. If these instructions are not received from customers by the
date specified in a request for instructions, the Trust understands that
rules applicable to the broker dealers permit them to vote on the
proposals on behalf of their customers. Certain broker dealers may
exercise discretion over shares held in their names for which no
instructions are received by voting these shares in the same proportion as
they vote shares for which they received instructions.
If a quorum is present at the Meeting, but sufficient votes to
approve any of the proposals are not received, the persons named as
proxies may propose one or more adjournments of the Meeting to permit
further solicitation of proxies. Any such adjournment will be approved if
the votes cast in favor of adjournment exceed the votes cast opposing the
adjournment. It is anticipated that the persons named as proxies will
vote in favor of any such adjournment.
Costs of soliciting proxies will be borne by the Trust. In addition
to solicitation of proxies by use of the mails, some of the officers of
the Trust and persons affiliated with Thornburg Investment Management,
Inc., the investment adviser to the Trust, and Thornburg Securities
Corporation, the distributor of shares of the Trust, may, without separate
remuneration, solicit proxies personally or by telephone, telegram or
facsimile transmission. The Trust also may retain D. F. King & Co., Inc.,
a professional proxy solicitor, or another professional proxy solicitor to
assist in soliciting proxies. The solicitor's fee is estimated at $5,000
to $10,000, plus expenses, depending upon the extent of the solicitor's
activities.
On July 14, 2004, the record date for the determination of
shareholders entitled to vote at the Meeting, there was an aggregate of
397,557,102.565 shares entitled to vote, constituting all of the
outstanding voting securities of the Trust, and the issued and outstanding
shares for each class of each Fund were as follows:
Fund Share Class Shares Outstanding
- ---- ----------- ------------------
Thornburg Limited Term Municipal Fund Class A 76,378,094.351
Class C 11,334,963.053
Class I 16,379,952.419
Thornburg California Limited Term
Municipal Fund Class A 10,146,050.518
Class C 1,734,558.524
Class I 1,825,218.418
Thornburg Intermediate Municipal Fund Class A 26,723,663.262
Class C 4,433,273.914
Class I 1,538,644.432
Thornburg New Mexico Intermediate
Municipal Fund Class A 16,197,332.726
Class D 1,013,617.496
Thornburg Florida Intermediate
Municipal Fund Class A 4,549,565.657
Thornburg New York Intermediate
Municipal Fund Class A 3,430,606.317
Thornburg Limited Term U.S.
Government Fund Class A 12,533,743.661
Class B 176,541.632
Class C 3,509,993.878
Class I 943,800.783
Class R-1 30,948.089
Thornburg Limited Term Income Fund Class A 17,935,682.581
Class C 5,027,192.457
Class I 7,172,225.025
Class R-1 43,043.720
Thornburg Value Fund Class A 39,645,993.197
Class B 3,535,198.036
Class C 18,115,066.894
Class I 13,092,015.732
Class R-1 190,768.131
Thornburg International Value Fund Class A 43,736,404.410
Class B 1,098,913.186
Class C 12,120,678.528
Class I 13,021,135.480
Class R-1 344,588.505
Thornburg Core Growth Fund Class A 3,884,355.451
Class C 1,407,232.583
Class I 1,644,957.246
Class R-1 5.590
Thornburg Investment Income
Builder Fund Class A 13,053,333.485
Class C 8,156,701.728
Class I 1,451,041.470
Each full share of the Company outstanding on the record date is
entitled to one full vote and each fractional share outstanding on that
date is entitled to a proportionate share of one vote.
If any proposal is not approved as described, the Trustees will
consider what appropriate action must be taken.
THE TRUST WILL FURNISH A COPY OF THE FUNDS' MOST RECENT ANNUAL
REPORTS AND SEMIANNUAL REPORTS WITHOUT CHARGE TO ANY SHAREHOLDER
REQUESTING THE REPORTS BY TELEPHONING THE TRUST AT (800) 847-0200 OR
WRITING TO THE TRUST AT 119 EAST MARCY STREET, SANTA FE, NEW MEXICO
87501.
PROPOSAL ONE: ELECTION OF TRUSTEES
The table below displays information concerning each of the nominees
for election as a Trustee of the Trust. Each nominee has consented to
serve as a Trustee. Because the Trust does not hold annual meetings, each
Trustee will hold office for an indeterminate period of time, until the
Trustee's retirement or resignation, or until the election and
qualification of a successor Trustee. Messrs. Thornburg, Ater, Chase,
McMahon and Weyhrauch are currently Trustees, and have served in that
capacity since originally elected or appointed to serve. Mr. Cutler, Ms.
Dubin and Mr. Van Essen were nominated to fill vacancies created by an
increase to the number of Trustees. Mr. Cutler, Ms. Dubin and Mr. Van
Essen are standing for election for the first time. One of the Trust's
current Trustees, Forrest S. Smith, will not stand for election at the
Meeting because of his scheduled retirement on December 31, 2004 in
accordance with the Trust's Bylaws. Mr. Smith is expected to continue his
service as a Trustee until his scheduled retirement.
Mr. Cutler, Ms. Dubin and Mr. Van Essen were nominated to stand for
election by the Trust's Nominating Committee, which is comprised of the
Trust's current independent Trustees and which is charged by the Trustees
with the nomination of persons to serve as independent Trustees. The
functions of the Nominating Committee are described below under the
caption "Committees of the Trustees." The nominations of Ms. Dubin and
Mr. Van Essen were recommended to the Nominating Committee by independent
Trustees of the Trust, and Mr. Cutler's nomination was recommended by an
interested Trustee who is affiliated with the investment adviser.
A shareholder using the enclosed Proxy may vote for or against any or
all of the nominees. IF THE PROXY CARD IS PROPERLY EXECUTED BUT UNMARKED,
IT WILL BE VOTED FOR ALL OF THE NOMINEES. The eight nominees receiving
the highest number of votes cast at the meeting shall be elected, provided
that a quorum is present. Each of the nominees has consented to be named
as a nominee in the Proxy Statement. The Trustees have no reason to
believe that any of the nominees will become unavailable for election as a
Trustee, but if that should occur before the Meeting, proxies will be
voted for persons recommended by the Trustees, in the discretion of the
individuals holding the proxies.
INTERESTED TRUSTEES(1)
Number of
Funds in
Thornburg
Funds Complex Other
Name, Age and Length of Overseen by Directorships
Address Position Service Trustee (2) Held
- ------------- ------------- ------------- ---------------- -------------
GARRETT Chairman of Since 1987 Twelve See
THORNBURG (58) Trustees Principal
(3) Occupations
150 Washington below
Ave, Santa Fe,
NM 87501
Principal Occupations During Past Five Years:
Chairman and controlling shareholder of Thornburg Investment Management,
Inc. (investment adviser) and Thornburg Securities Corporation (securities
dealer); Chairman of Thornburg Limited Term Municipal Fund, Inc.
(registered investment company); Chief Executive Officer and Chairman of
Thornburg Mortgage, Inc. (real estate investment trust); Chairman of
Mortgage Advisory Corporation (investment manager to Thornburg Mortgage,
Inc.)
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Number of
Funds in
Thornburg
Funds Complex Other
Name, Age and Length of Overseen by Directorships
Address Position Service Trustee (2) Held
- ------------- ------------- ------------- ---------------- -------------
BRIAN J. Trustee; Trustee since Twelve None
McMAHON (48)(4) President 2001; Presi-
119 East dent since
Marcy St., 1997
Santa Fe, NM
Principal Occupations During Past Five Years:
President and Managing Director of Thornburg Investment Management, Inc.;
President of Thornburg Limited Term Municipal Fund, Inc.
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INDEPENDENT TRUSTEES AND
NOMINEES TO SERVE AS INDEPENDENT TRUSTEES(1)
Number of
Funds in
Thornburg
Funds Complex Other
Name, Age and Length of Overseen by Directorships
Address Position Service Trustee (2) Held
- ------------- ------------- ------------- ---------------- -------------
DAVID A. ATER Trustee Trustee since Twelve Director of
(59), 119 East 1994 Thornburg
Marcy Street, Mortgage,
Santa Fe, NM Inc. (real
87501 estate in-
vestment
trust)
Principal Occupations During Last Five Years:
Principal in Ater & Ater Associates, Santa Fe, New Mexico (developer,
planner and broker of residential and commercial real estate) owner,
developer and broker for various real estate projects.
_________________________________________________________________________
Number of
Funds in
Thornburg
Funds Complex Other
Name, Age and Length of Overseen by Directorships
Address Position Service Trustee (2) Held
- ------------- ------------- ------------- ---------------- -------------
DAVID D. Trustee Trustee since Twelve None
CHASE (63) 2001
119 East
Marcy St.,
Santa Fe,
NM 87501
Principal Occupations During Last Five Years:
Chairman, President and CEO and General Partner of Vestor Partners, LP,
Santa Fe, New Mexico (private equity fund); Chairman and CEO of Vestor
Holdings, Inc., Santa Fe, New Mexico (merchant bank).
_________________________________________________________________________
Number of
Funds in
Thornburg
Funds Complex Other
Name, Age and Length of Overseen by Directorships
Address Position Service Trustee (2) Held
- ------------- ------------- ------------- ---------------- -------------
JAMES W. Trustee Trustee since Twelve None
WEYHRAUCH (45) 1996
119 East
Marcy Street,
Santa Fe, NM
87501
Principal Occupations During Last Five Years:
Executive Vice President and Director to 2002, and since 2002 Vice
Chairman and Chief Executive Officer of Nambe Mills, Santa Fe, New Mexico
(manufacturer).
_________________________________________________________________________
Number of
Funds in
Thornburg
Funds Complex Other
Name, Age and Length of Overseen by Directorships
Address Position Service Trustee (2) Held
- ------------- ------------- ------------- ---------------- -------------
ELIOT R. Nominee to N/A None Director of
CUTLER (57) serve as Thornburg
119 East Trustee Mortgage,
Marcy Street, Inc. (real
Santa Fe, NM estate in-
87501 vestment
trust)
Principal Occupations During Last Five Years:
Partner, Akin, Gump, Strauss, Hauer & Feld, LLP, Washington, D.C. (law
firm) since November 2000; partner, Cutler & Stanfield, Washington, D.C.
(law firm) until November 2000.
_________________________________________________________________________
Number of
Funds in
Thornburg
Funds Complex Other
Name, Age and Length of Overseen by Directorships
Address Position Service Trustee (2) Held
- ------------- ------------- ------------- ---------------- -------------
SUSAN H. Nominee to N/A None None
DUBIN (55) serve as
3 Woodside Dr. Trustee
Greenwich, CT
06830
Principal Occupations During Last Five Years:
President of Dubin Investments, Ltd., Greenwich, Connecticut (private
investment fund); Director and officer of various charitable
organizations; and formerly, Vice President of Chemical Bank (predecessor
to JP Morgan Chase & Co.) New York, 1976-1996.
_________________________________________________________________________
Number of
Funds in
Thornburg
Funds Complex Other
Name, Age and Length of Overseen by Directorships
Address Position Service Trustee (2) Held
- ------------- ------------- ------------- ---------------- -------------
OWEN VAN ESSEN Nominee to N/A None None
(50) Serve as
119 East Marcy Trustee
Santa Fe, NM
87501
Principal Occupations During Last Five Years:
President of Dirks, Van Essen & Murray, Santa Fe, New Mexico (newspaper
mergers and acquisitions).
__________________________________________________________________________
Number of
Funds in
Thornburg
Funds Complex Other
Name, Age and Length of Overseen by Directorships
Address Position Service Trustee (2) Held
- ------------- ------------- ------------- ---------------- -------------
FORREST S. Trustee Trustee since 12 None
SMITH (74)(5) 1987
119 East
Marcy Street
Santa Fe, NM
87501
Principal Occupations During Last Five Years:
Attorney in private practice, Catron, Catron & Pottow, Santa Fe, New
Mexico.
_________________________________________________________________________
(1) Certain persons may be considered under the Investment Company Act
of 1940 to be "interested" persons of the Trust, because of their
relationship to the investment adviser or the distributor of the
Funds' shares, or for other reasons. Mr. Thornburg and Mr. McMahon
are considered interested persons, as explained in notes (3) and
(4), below. The other persons standing for election are not
considered "interested," and for purposes of this Proxy Statement
are identified as "independent" Trustees.
(2) The Thornburg Funds complex is comprised of 12 separate investment
portfolios or "Funds," each of which is a series of Thornburg
Investment Trust (the "Trust"). Until June 21, 2004, two of the
Funds, Thornburg Limited Term Municipal Fund and Thornburg
California Limited Term Municipal Fund, were organized as series of
Thornburg Limited Term Municipal Fund, Inc., a separate registered
investment company (the "Company"). On June 21, 2004, the two
series of the Company were reorganized as Funds of the Trust. Mr.
Thornburg, Mr. Chase and Mr. Cutler were Directors of the Company.
(3) Mr. Thornburg is considered an "interested" Trustee under the
Investment Company Act of 1940 because he is a director and
controlling shareholder of Thornburg Investment Management, Inc.,
the investment adviser to the 12 Funds of the Trust, and is sole
director and controlling shareholder of Thornburg Securities
Corporation, the distributor for shares of the Trust.
(4) Mr. McMahon is considered an "interested" Trustee under the
Investment Company Act of 1940 because he is the president of
Thornburg Investment Management, Inc.
(5) Mr. Smith is retiring on December 31, 2004 and is not standing for
reelection.
Trustee Ownership of Securities Issued by the Trust
- ---------------------------------------------------
The following tables show the dollar range of the equity securities of
Thornburg Investment Trust beneficially owned by each of the individuals
nominated, as of July 12, 2004:
Interested Trustees:
Dollar Range of
Name of Trustee Name of Fund Securities of each Fund
- --------------- ---------------- --------------------------
Garrett Thornburg Thornburg Limited Term Over $100,000 over $100,000
Municipal Fund
Thornburg New Mexico Over $100,000
Intermediate Municipal
Fund
Thornburg Limited Term Over $100,000
U.S. Government Fund
Thornburg Value Fund Over $100,000
Thornburg International
Value Fund Over $100,000
Thornburg Core Growth
Fund Over $100,000
Thornburg Investment
Income Builder Fund Over $100,000
Brian J. McMahon Thornburg Limited Term
Municipal Fund Over $100,000 over $100,000
Thornburg Intermediate
Municipal Fund Over $100,000
Thornburg New Mexico
Intermediate Municipal Over $100,000
Fund
Thornburg Limited Term $50,001-
U.S. Government Fund $100,000
Thornburg Value Fund Over $100,000
Thornburg International
Value Fund Over $100,000
Thornburg Core Growth
Fund Over $100,000
Thornburg Investment
Income Builder Fund Over $100,000
Independent Trustees and Nominees:
Dollar Range of
Name of Trustee Name of Fund Securities in Fund
- --------------- ---------------- -------------------------
David A. Ater Thornburg New Mexico $50,000-$100,000
Intermediate Municipal
Fund
Thornburg Value Fund $10,000-$50,000 Over $100,000
Thornburg Core Growth
Fund $10,000-$50,000
Thornburg Investment $50,000-$100,000
Income Builder Fund
David D. Chase Thornburg Value Fund $10,000-$50,000 over-$100,000
Thornburg International
Value Fund $10,000-$50,000
Thornburg Core Growth
Fund $10,000-$50,000
Thornburg Investment
Income Builder Fund $10,000-$50,000
James W. Thornburg Value Fund $50,000-$100,000 over-$100,000
Weyhrauch
Thornburg International
Value Fund $10,000-$50,000
Thornburg Core Growth
Fund $10,000-$50,000
Thornburg Investment
Income Builder Fund $10,000-$50,000
Eliot R. Cutler Thornburg Limited Term $1-$10,000 $1-$10,000
Municipal Fund
Susan H. Dubin None None
Owen Van Essen None None
Forrest S. Smith Thornburg New Mexico Over-$100,000 Over-$100,000
Intermediate Municipal
Fund
Thornburg Limited Term $10,000-$50,000
Income Fund
Thornburg Value Fund $10,000-$50,000
Thornburg $1-$10,000
International Value
Fund
Meetings of the Trustees
- ------------------------
The Trustees generally meet at least four times in each calendar
year, to review the operations of the Funds, oversee the services provided
by the Funds' investment adviser, review and consider compliance issues
respecting the Funds, and to consider other topics pertaining to the
Funds' management. The Trustees met four times in the fiscal year that
ended September 30, 2003. Each Trustee then in office attended at least
75% of the aggregate of the total number of meetings conducted by the
Trustees and the total number of meetings held by the committees on which
the Trustee served. The Trust does not currently have a policy respecting
Trustees' attendance of annual shareholders meetings, because the Trust
does not hold annual meetings.
Compensation of Trustees
- ------------------------
The Trustees affiliated with the investment adviser serve without any
compensation from the Trust. Commencing with the second calendar quarter
of 2004, the Trust pays each Trustee who is not an employee of the
investment adviser or an affiliated person an annual fee of $20,000 plus
$1,000 for each meeting of the Trustees attended by the Trustee. In
addition, the Trust pays a $4,000 annual stipend to each member of the
audit committee, payable in quarterly installments, pays an annual stipend
of $2,000 to the audit committee chairman, and pays each member of the
audit committee a fee of $1,000 per meeting attended in excess of four per
year. The Trust reimburses each Trustee for travel and out-of-pocket
expenses incurred by the Trustee in connection with attending meetings.
The Trust does not pay retirement or pension benefits.
The Trust paid fees to the Trustees during the year ended September
30, 2003 as follows:
Pension or
Retirement Estimated Total
Aggregate Benefits Annual Compensation
Compensation Accrued as Benefits from Trust and
Name of from Part of Upon Fund Complex
Trustee Trust Fund Expenses Retirement Paid to Trustee(1)
- -------- ------------ ------------- ------------- ------------------
Garrett
Thornburg 0 0 0 0
Brian J.
McMahon 0 0 0 0
David A.
Ater $18,000 0 0 $18,000
David D.
Chase $14,000 0 0 $27,000
Forrest S.
Smith $18,000 0 0 $18,000
James W.
Weyhrauch $18,000 0 0 $18,000
(1) The Fund Complex formerly included Thornburg Limited Term Municipal
Fund, Inc. (the "Company") and the Trust. The Company comprised two
separate series, "Thornburg Limited Term Municipal Fund National
Portfolio" and "Thornburg Limited Term Municipal Fund California
Portfolio," until June 21, 2004, when those two funds were reorganized
as Funds of the Trust. Mr. Chase was both a Director of the Company
and a Trustee of the Trust.
Interests of Trustees or Nominees in Certain Transactions
- ---------------------------------------------------------
Eliot Cutler, who is a nominee for election as an independent
Trustee, was president of Capitol Ventures, Inc., which was a general
partner of Lease Fund Partners. Until September 30, 2002, Lease Fund
Partners was entitled to receive from Thornburg Investment Management,
Inc. ("Thornburg"), a share of the revenue Thornburg received from
Thornburg Limited Term Municipal Fund, Inc. (the "Company"), a separate
investment company with two series or "funds" as to which Thornburg was
the investment adviser. Lease Fund Partners also was entitled to receive
from Thornburg Securities Corporation ("TSC"), the distributor of the
Funds, a share of the revenue TSC received from the Company. In the
fiscal year ended September 30, 2002, Mr. Cutler and family members
received an aggregate of $7,656 in payments under this arrangement. On
September 30, 2002, Lease Fund Partners relinquished its interest in these
revenues in exchange for a consideration of approximately $1,000,000, and
the interest of Mr. Cutler and his family in the consideration received
was $62,500. On June 21, 2004, the two series of the Company were
reorganized as Funds of Thornburg Investment Trust.
Committees of the Trustees
- --------------------------
Audit Committee
- ---------------
The Trustees have an Audit Committee, which is currently comprised of
the four Trustees who are not interested persons, Mr. Smith (Chairman),
Mr. Ater, Mr. Weyhrauch and Mr. Chase. The Audit Committee discharges its
duties in accordance with an audit committee charter, which provides that
the Committee will (i) evaluate performance of the Trust's auditors, (ii)
review planning, scope and staffing of audits, (iii) review results of
audits with the auditors, (iv) receive and review reports from auditors
respecting auditor independence, and (v) require the Trust's legal counsel
to report to the Committee any matter which may have a significant effect
on any of the Trust's financial statements. The Audit Committee is
responsible for the selection of the Funds' independent registered public
accounting firm which audits the annual financial statements of each Fund.
The Audit Committee evaluates the independence of the independent
registered public accounting firm based on information provided by the
accounting firm and the investment adviser, and meets with representatives
of the independent registered public accounting firm and the investment
adviser to discuss, consider and review matters related to the Funds'
accounting and financial reports. A copy of the Trust's Audit Committee
Charter accompanies this Proxy Statement as Appendix A. The Committee
held five meetings in the Trust's fiscal year ended September 30, 2003.
Additional information about the Trust's independent registered public
accounting firm and the compensation of the independent registered public
accounting firm are provided below under the caption "PROPOSAL TWO."
Nominating Committee
- --------------------
The Trustees have a Nominating Committee, which is comprised of the
four Trustees who are not interested persons, Mr. Chase, Mr. Ater, Mr.
Smith and Mr. Weyhrauch. The Nominating Committee discharges its duties
in accordance with a nominating committee charter, which provides that the
Committee will select and nominate individuals for election as Trustees of
the Trust who are not interested persons.
In selecting and nominating individuals to serve as independent
Trustees, the Committee places primary emphasis on these criteria: (i)
judgment, character, expertise, skills and knowledge useful to the
oversight of the Trust's business and activities; (ii) diversity of
viewpoints, backgrounds, experiences and other characteristics; (iii)
business, educational or other relevant experience; and (iv) the extent to
which the interplay of a candidate's expertise, skills, knowledge and
experience with that of other Trustees will comprise a board of Trustees
that is effective, collegial and responsive to the needs of the Trust and
its shareholders. The Nominating Committee conducted no meetings in the
Trust's fiscal year ended September 30, 2003.
Where there is a vacancy among the Trustees, the Nominating Committee
receives and reviews information on potential nominees. To date, the
Committee has been able to identify, and expects in the future to be able
to identify, from its own resources (including recommendations from
members of the Committee) qualified candidates for evaluation as potential
nominees. The Nominating Committee also is authorized to consider
candidates recommended by shareholders in accordance with the Trust's
Procedure for Shareholder Communications to Trustees. The Committee will
evaluate candidates recommended by shareholders using the same criteria as
other candidates identified to the Committee. See the information
respecting shareholder communications to Trustees below, under the caption
"ADDITIONAL INFORMATION ABOUT THE TRUST-Communications With the Trustees."
A copy of the Trust's Nominating Committee Charter accompanies this Proxy
Statement as Appendix B.
Executive Officers of the Trust
- -------------------------------
The following table shows the executive officers of the Trust. The
address of each person shown is 119 East Marcy Street, Santa Fe, New
Mexico 87501. The Trust's president, secretary and treasurer each serves
a one-year term or until the election and qualification of a successor;
each other officer serves at the pleasure of the Trustees. Assistant vice
presidents, assistant secretaries and assistant treasurers are not shown.
Name, Age Position Length of Service
- -------- -------- -----------------
Brian J. McMahon, 48 Trustee; President Trustee Since 2001;
President Since 1997
Principal Occupations During Last Five Years: Mr. McMahon is a nominee
for election as an interested Trustee. Please refer to the table above
under the caption "INTERESTED TRUSTEES".
_________________________________________________________________________
Name, Age Position Length of Service
- -------- -------- -----------------
Dawn B. Fischer, 57 Secretary Secretary Since 1987
Principal Occupations During Last Five Years: Secretary and Managing
Director, Thornburg Investment Management, Inc.; Secretary, Thornburg
Limited Term Municipal Fund, Inc. (registered investment company) until
2004; Secretary, Thornburg Securities Corporation; Vice President Daily
Tax Free Income Fund, Inc. (registered investment company).
_________________________________________________________________________
Name, Age Position Length of Service
- -------- -------- -----------------
Steven J. Bohlin, 45 Vice President; Vice President Since
Treasurer 1987; Treasurer Since
1989
Principal Occupations During Past Five Years:
Vice President and Managing Director of Thornburg Investment Management,
Inc.; Vice President of Thornburg Limited Term Municipal Fund, Inc.
(registered investment company) until 2004.
_________________________________________________________________________
Name, Age Position Length of Service
- -------- -------- ---------------------
George T. Strickland, 41 Vice President Vice President Since 1996
Principal Occupations During Past Five Years:
Vice President and Managing Director of Thornburg Investment Management,
Inc.; Vice President of Thornburg Limited Term Municipal Fund, Inc. until
2004 and Treasurer 2003-2004.
_________________________________________________________________________
Name, Age Position Length of Time Served
- -------- -------- ---------------------
William V. Fries, 65 Vice President Vice President Since 1995
Principal Occupations During Past Five Years:
Vice President and Managing Director of Thornburg Investment Management,
Inc.
_________________________________________________________________________
Name, Age Position Length of Service
- -------- -------- -----------------
Leigh Moiola, 37 Vice President Vice President Since 2001
Principal Occupations During Past Five Years:
Vice President and Managing Director of Thornburg Investment Management,
Inc.; Vice President of Thornburg Limited Term Municipal Fund, Inc. 1999-
2004.
_________________________________________________________________________
Name, Age Position Length of Service
- -------- -------- -----------------
Kenneth Ziesenheim, 50 Vice President Vice President Since 1995
Principal Occupations During Past Five Years:
Managing Director of Thornburg Investment Management, Inc.; President of
Thornburg Securities Corporation; Vice President of Thornburg Limited Term
Municipal Fund, Inc. until 2004.
_________________________________________________________________________
Name, Age Position Length of Service
- -------- -------- -----------------
Alexander Motola, 34 Vice President Vice President Since 2001
Principal Occupations During Past Five Years:
Managing Director of Thornburg Investment Management, Inc. Since 2000;
Portfolio Manager, Insight Capital Research & Management, Inc., Walnut
Creek, California 1995-2000.
_________________________________________________________________________
Name, Age Position Length of Service
- -------- -------- -----------------
Wendy Trevisani, 33 Vice President Vice President Since 1999
Principal Occupations During Past Five Years:
Managing Director of Thornburg Investment Management, Inc., Associate of
Thornburg Investment Management, Inc. 1999-2003 and Vice President since
2000 and Managing Director since 2004; Vice President of Thornburg Limited
Term Municipal Fund, Inc. 1999-2002; Sales Representative, Solomon Smith
Barney 1996-1999.
_________________________________________________________________________
Name, Age Position Length of Service
- -------- -------- -----------------
Joshua Gonze, 41 Vice President Vice President Since 1999
Managing Director of Thornburg Investment Management, Inc., Principal
Occupations During Past Five Years:
Associate of Thornburg Investment Management, Inc., and Vice President
since 1999; Vice President of Thornburg Limited Term Municipal Fund, Inc.
1999-2004.
_________________________________________________________________________
Name, Age Position Length of Service
- -------- -------- -----------------
Brad Kinkelaar, 36 Vice President Vice President Since 1999
Principal Occupations During Past Five Years:
Managing Director of Thornburg Investment Management, Inc., Assistant
Portfolio Manager of Thornburg Investment Management, Inc. since 1999;
Vice President of Thornburg Limited Term Municipal Fund, Inc. 2001-2002;
Equity Investment Analyst, State Farm Insurance Companies 1996-1999.
_________________________________________________________________________
Name, Age Position Length of Service
- -------- -------- -----------------
Kerry D. Lee, 37 Vice President Vice President Since 1999
Principal Occupations During Past Five Years:
Associate of Thornburg Investment Management, Inc.; Vice President of
Thornburg Limited Term Municipal Fund, Inc. 1999-2004.
_________________________________________________________________________
Name, Age Position Length of Service
- -------- -------- -----------------
Sasha Wilcoxon, 29 Vice President Vice President Since 2003
Principal Occupations During Past Five Years:
Associate of Thornburg Investment Management, Inc. since 2000, and Mutual
Fund Support Service Department Manager since 2002.
_________________________________________________________________________
Name, Age Position Length of Service
- -------- -------- -----------------
Christopher Ihlefeld, 33 Vice President Vice President Since 2003
Principal Occupations During Past Five Years:
Associate and Vice President of Thornburg Investment Management, Inc.;
Vice President of Thornburg Limited Term Municipal Fund, Inc. 2003-2004.
_________________________________________________________________________
Name, Age Position Length of Service
- -------- -------- -----------------
Leon Sandersfeld, 37 Vice President Vice President Since 2003
Principal Occupations During Past Five Years:
Associate of Thornburg Investment Management, Inc. since 2002; Senior
Staff Accountant, Farm Bureau Life Insurance Co. 1998-2002.
_________________________________________________________________________
PROPOSAL 2
RATIFICATION OF SELECTION OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee and Trustees have selected the firm of
PricewaterhouseCoopers LLP ("PWC") as the independent registered public
accounting firm for the fiscal year ended June 30, 2004 for Thornburg
Limited Term Municipal Fund, Thornburg California Limited Term Municipal
Fund and Thornburg New York Intermediate Municipal Fund, and for the
fiscal year ending September 30, 2004 for Thornburg Intermediate Municipal
Fund, Thornburg New Mexico Intermediate Municipal Fund, Thornburg Florida
Intermediate Municipal Fund, Thornburg Limited Term U.S. Government Fund,
Thornburg Limited Term Income Fund, Thornburg Value Fund, Thornburg
International Value Fund, Thornburg Core Growth Fund and Thornburg
Investment Income Builder Fund. Additionally, the Trustees have
determined to change the fiscal year of Thornburg Limited Term Municipal
Fund, Thornburg California Limited Term Municipal Fund and Thornburg New
York Intermediate Municipal Fund to a year ending September 30, effective
September 30, 2004. Accordingly, the Audit Committee and the Trustees
have selected PWC to serve as independent registered public accounting
firm for the short fiscal year beginning July 1, 2004 and ending September
30, 2004. At the Meeting, the shareholders will consider ratification of
the selection of PricewaterhouseCoopers LLP as independent registered
public accounting firm for the short fiscal year ending September 30, 2004
for each of the Funds. Representatives of PWC are not expected to be
present at the Meeting, but will have the opportunity to make a statement
if they wish, and will be available should any matter arise requiring
their presence.
Audit Fees
- ----------
The aggregate fees billed to Thornburg Investment Trust in each of
the last two fiscal years for the audit of the Trust's financial
statements and for services that are normally provided by PWC in
connection with statutory and regulatory filings or requirements for those
fiscal years are set out below. In addition, the table below displays the
aggregate fees billed to Thornburg Limited Term Municipal Fund, Inc. (the
"Company") for the audit of the Company's financial statements and
services described in the preceding sentence for the Company's two most
recent fiscal years. On June 21, 2004, the Company's two series,
Thornburg Limited Term Municipal Fund and Thornburg California Limited
Term Municipal Fund, were reorganized as Funds of Thornburg Investment
Trust.
Year Ended Year Ended
Sept. 30, 2002(1) Sept. 30, 2003(1)
-------------- --------------
Thornburg Investment Trust $165,320 $162,090
Year Ended Year Ended
June 30, 2003 June 30, 2003
------------- -------------
Thornburg Limited Term Municipal
Fund, Inc. $64,030 $65,210
(1) For the periods reflected above, nine Funds of the Trust had a fiscal
year ending September 30, and one Fund of the Trust had a fiscal year
ending June 30. Consequently, information for the two most recent
fiscal years ended September 30, 2002 and September 2003 includes
fees of $10,000 billed in each of those years for the one June 30
year end Fund, but those fees related in each case to the fiscal year
ending on the preceding June 30.
Audit-Related Fees
- ------------------
The fees billed to Thornburg Investment Trust by PWC in each of the
last two fiscal years for assurance and related services that are
reasonably related to the audit or review of the Trust's financial
statements are set out below. In addition, the table below displays the
aggregate fees billed to the Company for the same category of services for
its two most recent fiscal years.
Year Ended Year Ended
Sept. 30, 2002 Sept. 30, 2003
-------------- --------------
Thornburg Investment Trust -0- $3,850
Year Ended Year Ended
June 30, 2003 June 30, 2004
-------------- --------------
Thornburg Limited Term Municipal
Fund, Inc. -0- $7,835
The audit-related fees billed to the Trust in the fiscal year ended
September 30, 2003 related to advice, consultation and issuance of
consents respecting the commencement of operations by a new Fund and the
creation and issuance of a new class of shares by some Funds of the Trust.
The audit related fees billed to the Company in the fiscal year ended June
30, 2004 related to advice on financial reporting issues and issuance of
consents arising from the reorganization of the Company's two series as
Funds of the Trust.
Tax Fees
- --------
The fees billed to Thornburg Investment Trust by PWC in each of the
last two fiscal years for professional services rendered by PWC for tax
compliance, tax advice or tax planning are set out below. In addition,
the table below displays the fees billed to the Company for the same
category of services for its two most recent fiscal years.
Year Ended Year Ended
Sept. 30, 2002 Sept. 30, 2003
-------------- --------------
Thornburg Investment Trust $32,500 $32,500
Year Ended Year Ended
June 30, 2003 June 30, 2004
------------- -------------
Thornburg Limited Term Municipal
Fund, Inc. $5,500 $7,000
The tax fees billed to the Trust and the Company in each of the last two
fiscal years were primarily for tax return preparation.
All Other Fees
- --------------
PWC did not bill Thornburg Investment Trust or the Company for other
products or services, other than described above, for the two most recent
fiscal years of Thornburg Investment Trust or the Company.
PWC performs no services for the investment adviser, the Funds'
principal underwriter or any other person controlling, controlled by, or
under common control with the investment adviser, which provides ongoing
services to the Funds, except that PWC has provided to the investment
adviser, Thornburg Investment Management, Inc., in the periods described
above, attestation of its investment performance presentations. The fees
billed by PWC for these services were $32,750 and $32,500 for the fiscal
years ended September 30, 2002 and September 30, 2003, respectively.
The Audit Committee has determined that PWC's performance of the described
services for the investment adviser is compatible with PWC's independence
in its audit of the Funds.
Audit Committee Pre-Approval Policies and Procedures
- ----------------------------------------------------
As of the date of this Proxy Statement, the Audit Committee has not
adopted pre-approval policies and procedures. Accordingly, all services
provided by PWC to the Funds must be pre-approved by the audit committee.
ADDITIONAL INFORMATION ABOUT THE TRUST.
Investment Adviser
- ------------------
The Funds are managed by Thornburg Investment Management, Inc.,
("Thornburg"). Thornburg performs investment management services for each
Fund under the terms of an Investment Advisory Agreement which specifies
that Thornburg will select investments for the Fund, monitor those
investments and the markets generally, and perform related services.
Thornburg also performs administrative services applicable to each class
under an Administrative Services Agreement which requires that Thornburg
will supervise, administer and perform certain administrative services
necessary for the maintenance of the class's shareholders. Thornburg's
services to the Funds are supervised by the Trustees of Thornburg
Investment Trust.
Transfer Agent
- --------------
The Funds' transfer agent is BFDS, Post Office Box 219017, Kansas
City, Missouri 64121-9017.
Custodian
- ---------
The Funds' custodian is State Street Bank and Trust Company, 225
Franklin Street, 2nd Floor, Boston, Massachusetts 02110.
Reorganization
- --------------
On May 21, 2004, the shareholders of Thornburg Limited Term Municipal
Fund National Portfolio and Thornburg Limited Term Municipal Fund
California Portfolio, series of Thornburg Limited Term Municipal Fund,
Inc., approved a reorganization in which each of those funds transferred
substantially all of its assets, respectively, to Thornburg Limited Term
Municipal Fund and Thornburg California Limited Term Municipal Fund,
separate series or "Funds" of Thornburg Investment Trust. The
reorganization was completed on June 21, 2004, and shareholders of
Thornburg Limited Term Municipal Fund National Portfolio became
shareholders of Thornburg Limited Term Municipal Fund and shareholders of
Thornburg Limited Term Municipal Fund California Portfolio became
shareholders of Thornburg California Limited Term Municipal Fund.
Shareholder Reports
- -------------------
The most recent Annual Reports to Shareholders and Semiannual Reports
to Shareholders are available upon request and without charge by writing
the Trust at 119 East Marcy Street, Santa Fe, New Mexico 87501 or by
telephoning 1-800-847-0200.
Certain Holders Of Securities
- -----------------------------
Information about the security ownership of certain beneficial owners
and persons associated with management is set forth in Appendix C to this
Proxy Statement.
Communications with the Trustees
- --------------------------------
The Trustees have adopted a Procedure for Shareholder Communications
to Trustees, which provides for receipt, collection and forwarding of
communications addressed to one or more of the Trustees, or pertaining to
proposals of any candidate for nomination as a Trustee. Shareholders may
send communications to any one or more of the Trustees pertaining to the
business of the Trust, by United States Mail or courier delivery,
addressed to the Trust or Trustees at 119 East Marcy Street, Santa Fe, New
Mexico 87501, Attn: Trustee Communications. The communication must
include the name and address of the shareholder, the approximate number
and class of shares held by the shareholder in each Fund to which the
communication pertains, the account number issued with respect to each
Fund, and if the shares are held through a broker dealer in street name or
other intermediary, the name and address of the broker dealer or other
intermediary. The Trustees have provided a procedure for preliminary
review of any shareholder communications by officers of the Trust or the
investment adviser, or their delegates, to determine (i) if the
communication meets the requirements of the procedure, (ii) specific
Trustees to whom the communication should be directed, (iii) if the
communication pertains to a proposed candidate for nomination as a
Trustee, or (iv) if the communication is not pertinent to the business of
the Trust or appropriate for transmission to the Trustees because it
pertains solely to ordinary shareholder services, is a solicitation or
otherwise relates to improper or irrelevant topics, or is properly
directed to other persons.
Any written communications transmitted as described above, which are
addressed to one or more specific Trustees by name, are forwarded to the
specific Trustee or Trustees after and subject to the preliminary review
in accordance with the preceding paragraph. Any written communication
transmitted as described above, which does not specify any Trustee or
Trustees by name, will be directed to the chairman of the Nominating
Committee if it pertains solely to recommendation of a candidate for
election as a Trustee. All other communications are directed to the
office of the chairman of the Trustees.
OTHER MATTERS
- -------------
The Trustees know of no other matters to come before the Meeting. If
any other matters properly come before the Meeting, it is the intention of
the persons acting pursuant to the enclosed proxy card to vote the shares
represented by those proxies in accordance with their best judgment with
respect to those matters.
SHAREHOLDER PROPOSALS
- ---------------------
The Trust is not required to hold annual meetings and currently does
not propose to hold such meetings. Shareholders wishing to submit
proposals for consideration for inclusion in a proxy statement for the
next meeting of shareholders should send their written proposals to the
Trust's Secretary at 119 East Marcy Street, Santa Fe, New Mexico 87501, so
that they are received within a reasonable time before any such meeting.
Inclusion of any such proposal in a proxy statement will be determined in
accordance with applicable federal and state law.
By Order of the Trustees
Dawn B. Fischer,
Secretary
August 4, 2004
APPENDIX A
THORNBURG INVESTMENT TRUST
AUDIT COMMITTEE CHARTER
May 20, 2003
Purpose of Committee
- --------------------
The Audit Committee (the "Committee") is appointed by the Trustees of
Thornburg Investment Trust (the "Trust") to assist the Trust in fulfilling
its responsibility to oversee management's conduct of the Trust's
financial reporting process, including overview of the (i) financial
reports and other financial information provided by the Trust to any
governmental or regulatory body, the public or other users of those
reports and information, (ii) the annual independent audit of the Trust's
financial statements, and (iii) the Trust's internal accounting and
financial controls.
Membership of Committee
- -----------------------
The Committee comprises at least three independent Trustees.
Committee members should have (i) knowledge of mutual fund operations and
business; (ii) the ability to read and understand financial statements,
including a mutual fund's balance sheet, income statement, and key
performance indicators; and (iii) the ability to understand key business
and financial risks and related controls and control processes.
The chairman of the Committee should be literate in business and
financial reporting and control, and should have past employment
experience in finance or accounting or other relevant business or
management experience or background. Appointment of the Committee
chairman will be reviewed by the Trustees at intervals of approximately
three years.
Committee Operating Principles
- ------------------------------
The chairman and other Committee members shall, to the extent
appropriate, have contact throughout the year with management, accounting
staff, other committees, other committee advisers, and the Trust's
independent accountants, to enhance the Committee's knowledge of relevant
current and prospective business/financial issues.
The Committee shall meet at least three times each year. Additional
meetings shall be scheduled as considered necessary by the Committee or
its chairman. The chairman will create the agenda for each meeting.
The Trust's independent accountants are directed to communicate with
the Committee as requested by the Committee or its chairman, and are
authorized to contact the chairman at any time to discuss any matter the
auditors believe should be brought to the Committee's attention.
It is not the duty of the Committee to plan or conduct audits or to
determine that the Trust's financial statements are complete, accurate and
prepared in accordance with generally accepted accounting principles or
other applicable standards. Those functions are the responsibility of
management and the independent accountants. Further, it is not the duty
of the Committee to assure compliance with applicable laws and
regulations.
The Committee, through its chairman, shall report to the Trustees
periodically as deemed necessary by the Trustees or the chairman, or as
otherwise required herein. The Committee will prepare and retain minutes
of the Committee meetings. Minutes of Committee meetings are available
for review by the Trustees.
Audit Committee Authority
- -------------------------
The Committee shall have the sole authority to select, evaluate,
appoint and replace the Trust's independent accountants (subject to
shareholder ratification when required by law) and shall approve in
advance all audit and non-audit services performed by the independent
accountants, and the fees and terms for delivery of those services.
The Committee shall have the authority, to the extent it deems it
necessary or appropriate, to retain special legal, accounting, or other
consultants to advise the Committee. The Trust shall compensate the
independent accountants and advisers retained by the Committee, as
determined by the Committee.
The Committee may form and delegate authority to subcommittees,
comprised of one or more members of the Committee, as necessary or
appropriate. Each subcommittee may have such portion or all of the
authority of the Committee, as determined by the Committee; and the
Committee's authority to delegate described in this paragraph includes,
but is not limited to, the pre-approval of any or all engagements of
independent accountants.
The Committee may require any officer or employee of the Trust or the
Trust's independent accountants or outside counsel to meet with the
Committee or to meet with any members or subcommittee of the Committee, or
with consultants to the Committee.
The Committee has the authority to resolve disagreements between
management and the independent accountants respecting financial reporting
matters.
Audit Committee Responsibilities
- ---------------------------------
1. Evaluate no less often than annually the independence, performance
and qualifications of the Trust's independent accountants.
2. Receive and review reports from the independent accountants
respecting (i) the accountants' internal quality control
procedures, (ii) any material issues raised by the most recent
quality control review, peer review, or any investigation by any
governmental agency relevant to any audit conducted by the
accountants, and (iii) any actions to address the foregoing issues.
3. Establish procedures and policies for the Committee's approval of
all audit and non-audit engagements of the independent accountants,
including consideration of whether any non-audit services are
compatible with the accountants' independence.
4. Meet with the independent accountants before each audit of the
Trust's annual financial statements to review the planning, scope
and staffing of the audit.
5. Receive and review communications from the Trust's independent
accountants respecting all accounting policies and practices which
are critical to the preparation of the Trust's annual financial
statements.
6. Meet with the independent accountants to review the results of each
audit, including:
- significant issues respecting accounting and auditing principles
and practices
- adequacy of internal controls which could significantly affect the
Trust's financial statements
- changes in accounting and auditing practices
- judgments respecting accounting and auditing practices
- significant disagreements with management
- other matters required by applicable auditing standards to be
disclosed to audit committees
7. Receive and review the Trust's annual audited financial statements.
8. Receive and review communications from the Trust's independent
accountants respecting deficiencies, uncorrected misstatements or
similar matters.
9. Receive and review communications from the Trust's independent
accountants respecting any material alternative accounting
treatments within generally accepted accounting principals that
have been discussed with management.
10. Receive and review communications from the Trust's independent
accountants respecting all non-audit services provided to entities
in the Thornburg investment company complex which were not pre-
approved by the Committee.
11. Review disagreements between management and the independent
accountants respecting financial reporting matters.
12. Review the employment or other engagement by the Trust or its
investment adviser of any former employee of a firm of independent
accountants for the Trust, to evaluate if the employment or other
engagement will affect the independence of the independent
accountants.
13. Receive and review reports from the independent accountants
respecting their independence. Discuss with the independent
accountants any disclosed relationships or services that may affect
the independent accountants' independence, and take any action
considered necessary by the Committee.
14. Receive and review communications from management and the
independent accountants respecting matters arising in connection
with periodic certifications of Form N-CSR, including but not
limited to (i) whether the Trust's financial statements fairly
present, in all material respects, the financial condition, results
of operations and cash flows of each series of the Trust, as of and
for the periods presented, (ii) whether any significant
deficiencies exist in the design or operation of internal controls
that could adversely affect any series' ability to record, process,
summarize and report financial data, (iii) whether any material
weaknesses exist in internal controls, or (iv) any fraud has
occurred that involves management or other employees who have a
significant role in internal controls affecting any series of the
Trust.
15. Establish procedures for the receipt, review and treatment of
complaints received from any source regarding accounting, internal
accounting controls, financial reporting or disclosure, and audit
matters, and for the confidential submission by employees of the
Trust and its investment adviser of concerns respecting any such
matters.
16. Require that the Trust's legal counsel report to the Committee the
existence of any legal matter which may have a significant effect
on any of the Trust's financial statements.
17. Receive and review any report made to the Committee in accordance
with any compliance policy or procedure established by or for the
Trust or its investment adviser or principal underwriter.
18. Report to the Trustees respecting the foregoing matters.
History: Approved by the Trustees March 6, 2001; revised May 20, 2003
APPENDIX B
THORNBURG INVESTMENT TRUST
NOMINATING COMMITTEE CHARTER
April 8, 2004
Purpose of Committee
- --------------------
The Nominating Committee (the "Committee") is appointed by the
Trustees of Thornburg Investment Trust (the "Trust") to select and
nominate individuals for election as Trustees of the Trust who are not
"interested persons" of the Trust ("Independent Trustees") as that term is
defined in the Investment Company Act of 1940 (the "1940 Act").
Membership of Committee
- -----------------------
The Committee comprises all of the Trust's Independent Trustees. The
chairman of the Committee will be appointed from time to time by the
Trustees. Appointment of the Committee chairman will be reviewed by the
Trustees at intervals of approximately three years.
Committee Operating Principles
- ------------------------------
The Committee shall meet as required, to consider selection and
nomination of individuals to stand for election as Independent Trustees of
the Trust. Meetings shall be scheduled as considered necessary by the
Committee or its chairman. The chairman will create any agenda the
chairman considers necessary for any meeting.
Nominating Committee Authority
- ------------------------------
The Committee shall have the sole authority to select and nominate
for election individuals to serve as Independent Trustees of the Trust.
The Committee shall not be responsible for determining the number of the
Trust's Trustees.
The Committee shall have the authority, to the extent it deems it
necessary or appropriate, to retain special legal or other consultants to
advise the Committee. The Trust shall compensate the persons retained by
the Committee, as determined by the Committee.
The Committee may form and delegate authority to subcommittees,
comprised of one or more members of the Committee, as necessary or
appropriate. Each subcommittee may have such portion or all of the
authority of the Committee, as determined by the Committee.
Nominating Committee Responsibilities
- -------------------------------------
1. Identify individuals qualified to become Independent Trustees,
and to select and nominate individuals to stand for election as
Independent Trustees at any meeting of the Trust's shareholders. In the
event of any vacancy in office created by the resignation or removal from
office of an Independent Trustee, or in any case where a vacancy is
created by the Trustees' determination to increase the number of Trustees
and the Trustees conclude that the vacancy should be filled by an
Independent Trustee, and it is appropriate for the Trustees to fill the
vacancy by appointment, the Committee shall select and nominate an
individual to fill the vacancy through appointment by the Trustees.
2. In selecting and nominating individuals to serve as
Independent Trustees, the Committee shall place primary emphasis on the
following criteria.
. Judgment, character, expertise, skills and knowledge useful
to the oversight of the Trust's business and activities.
. Diversity of viewpoints, backgrounds, experiences and other
characteristics.
. Business, educational or other relevant experience.
. The extent to which the interplay of a candidate's
expertise, skills, knowledge and experience with that of
other Trustees will comprise a board of Trustees that is
effective, collegial and responsive to the needs of the
Trust and its shareholders.
3. The Committee may consider candidates proposed by management
or any person associated with management.
4. The Committee shall give appropriate consideration to
candidates recommended by shareholders in accordance with the Trust's
Procedure for Shareholder Communications to Trustees as then in effect.
The Committee shall evaluate such candidates using the same criteria as
other candidates identified to the Committee. The Committee may use
outside consultants to assist in identifying, investigating and evaluating
candidates.
5. Discuss and evaluate possible candidates in detail prior to
nominating any candidate for election as a Trustee.
6. Review periodically as it deems appropriate this charter and
the criteria for selection of persons to serve as Independent Trustees.
7. Discharge any other duties or responsibilities delegated to
the Committee by the Trustees from time to time.
8. Report to the Trustees respecting the foregoing matters.
History: Adopted April 8, 2004.
APPENDIX C
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of July 12, 2004, the following persons were known to have held of
record or beneficially 5% or more of the outstanding shares of any class
of a Fund. Holders of Fund shares shown in this schedule may be broker
dealers or other persons who hold shares in "street name" or under other
arrangements for the benefit of beneficial owners.
Fund and Amount and
Class of Nature of Percentage
Shares Shareholder Ownership of Class
- -------- ----------- --------- ---------
Thornburg MLPF&S 1,121,978.028 9.87%
Limited Term FBO Customers
Municipal Fund 4800 Deer Lake Dr.
Class C Jacksonville, FL 32246
Thornburg Charles Schwab & Co., Inc. 3,623,691.292 22.16%
Limited Term Special Custody Account
Municipal Fund 101 Montgomery St.
Class I San Francisco, CA 94104
Thornburg NFSC FEBO 1,479,828.159 10.84%
Limited Term Insink Partnership Ltd.
Municipal Fund 3305 W. Spring Mountain Rd.
Class I Las Vegas, NV 89102
Thornburg MLPF&S 956,319.533 5.85%
Limited Term FBO Customers
Municipal Fund 4800 Deer Lake Dr.
Class I Jacksonville, FL 32246
Thornburg MLPF&S 557,643.727 5.51%
California Limited FBO Customers
Municipal Fund 4800 Deer Lake Dr.
Class A Jacksonville, FL 32246
Thornburg LPL Financial Services 526,528.077 5.20%
California Limited 9785 Towne Centre Dr.
Term Municipal San Diego, CA 92121
Fund
Class A
Thornburg UBS Financial Services, Inc. 87,506.259 5.04%
California Limited FBO M. Hovsepian
Municipal Fund 101 Duncan
Class C Oakland, CA 94611
Thornburg Charles Schwab & Co., Inc. 1,099,596.450 60.42%
California Limited Special Custody Account
Term Municipal Fund 101 Montgomery St.
Class I San Francisco, CA 94104
Thornburg MLPF&S 133,444.299 7.33%
California FBO Customers
Limited Term 4800 Deer Lake Dr.
Municipal Fund Jacksonville, FL 32246
Class I
Thornburg BancOne Securities Corp. 465,451.092 10.51%
Intermediate FBO The One Invest. Solution
Municipal Fund 1111 Polaris Pkway
Class C Columbus, OH 43240
Thornburg Charles Schwab & Co., Inc. 379,355.324 24.70%
Intermediate Special Custody Account
Municipal Fund 101 Montgomery St.
Class I San Francisco, CA 94104
Thornburg LPL Financial Services 98,561.621 6.42%
Intermediate 9785 Towne Centre Dr.
Municipal Fund San Diego, CA 92121
Class I
Thornburg EDKCO 79,295.049 5.16%
Intermediate 4550 Post Oak Dr.
Municipal Fund Houston, TX 77027
Class I
Thornburg Garrett Thornburg 1,690,208.252(1) 9.82%
New Mexico 150 Washington Ave.
Intermediate Santa Fe, NM 87501
Municipal Fund
Class A
Thornburg Raymond James & Assoc. Inc. 77,381.257 7.61%
New Mexico FBO Hillerman
Intermediate 880 Carillon Pkwy
Municipal Fund St. Petersburg, FL 33716
Class D
Thornburg MLPF&S 323,281.483 7.09%
Florida Municipal FBO Customers
Fund 4800 Deer Lake Dr.
Class A Jacksonville, FL 32246
Thornburg Florida Charles Schwab & Co., Inc. 304,648.522 6.69%
Intermediate Special Custody Account
Municipal Fund 101 Montgomery St.
Class A San Francisco, CA 94104
Thornburg New York Charles Schwab & Co., Inc. 453,332.143 9.95%
Intermediate Special Custody Account
Municipal Fund 101 Montgomery St.
Class A San Francisco, CA 94104
Thornburg Limited Charles Schwab & Co., Inc. 687,994.185 20.01%
Term U.S. Special Custody Account
Government Fund 101 Montgomery St.
Class A San Francisco, CA 94104
Thornburg Limited MLPF&S 222,374.817 6.34%
Term U.S. FBO Customers
Government Fund 4800 Deer Lake Dr.
Class C Jacksonville, FL 32246
Thornburg Limited Charles Schwab & Co., Inc. 144,715.541 15.31%
Term U.S. Special Custody Account
Government Fund 101 Montgomery St.
Class I San Francisco, CA 94104
Thornburg Limited Robin Sommers TTEE 60,157.200 6.37%
Term U.S. 7014 Greenshores Dr.
Government Fund Austin, TX 78730
Class I
Thornburg Limited Thornburg Investment 56,501.071(2) 5.98%
Term U.S. Management, Inc.
Government Fund Profit Sharing Plan
Class I 119 East Marcy Street
Santa Fe, NM 87501
Thornburg Limited Charles Schwab & Co., Inc. 1,313,663.569 7.34%
Term Income Fund Special Custody Account
Class A 101 Montgomery St.
San Francisco, CA 94104
Thornburg Limited MLPF&S 969,681.591 5.42%
Term Income Fund FBO Customers
Class A 4800 Deer Lake Dr.
Jacksonville, FL 32246
Thornburg Limited MLPF&S 33,990.524 79.47%
Term Income Fund FBO Customers
Class R-1 4800 Deer Lake Dr.
Jacksonville, FL 32246
Thornburg Limited MCB Trust Services 4,975.038 11.63%
Term Income Fund FBO Hand Surgery Assoc.
Class R-1 700 17th Street
Denver, CO 80202
Thornburg Limited Reliance Trust Co. 2,437.142 5.70%
Term Income Fund FBO Metallon, Inc.
Class R-1 P.O. Box 48529
Atlanta, GA 30362
Thornburg Value Charles Schwab & Co., Inc. 7,524,637.125 18.86%
Fund Special Custody Account
Class A 101 Montgomery St.
San Francisco, CA 94104
Thornburg Value MLPF&S 1,260,695.100 6.95%
Fund FBO Customers
Class C 4800 Deer Lake Dr.
Jacksonville, FL 32246
Thornburg Value Charles Schwab & Co., INc. 2,539,564.126 19.48%
Fund Special Custody Account
Class I 101 Montgomery St.
San Francisco, CA 94104
Thornburg Value Mac & Co. 1,459,483.582 11.20%
Fund P.O. Box 3198
Class I Pittsburg, CA 15230
Thornburg Value Muir & Co. Trust Dept. 1,010,000.156 7.75%
Fund c/o First National Bank
Class I P.O. Box 2479
San Antonio, TX 78298
Thornburg Value MCB Trust Services 46,785.986 24.84%
Fund FBO Isaacson Struct Steel
Class R-1 700 17th Street
Denver, CO 80202
Thornburg Value MCB Truth Services, Trustee 30,700.748 16.30%
Fund FBO IONA Technologies 401(k)
Class R-1 700 17th Street
Denver, CO 80202
Thornburg Value MCB Trust Services, Trustee 26,010.389 13.81%
Fund FBO J.L. Hammett Co.
Class R-1 700 17th St.
Denver, CO 80202
Thornburg Value MLPF&S 22,068.804 11.71%
Fund FBO Customers
Class R-1 4800 Deer Lake Dr.
Jacksonville, FL 32246
Thornburg Value MCB Trust Services, Trustee 20,596.025 10.93%
Fund FBO DNPG, LLC Digital
Class R-1 700 17th St.
Denver, CO 80202
Thornburg Value MCB Trust Services, Trustee 12,580.365 6.68%
Fund Brigham's, Inc.
Class R-1 700 17th St.
Denver, CO 80202
Thornburg MLPF&S 7,534,482.074 17.30%
International FBO Customers
Value Fund 4800 Deer Lake Dr.
Class A Jacksonville, FL 32246
Thornburg Charles Schwab & Co., Inc. 5,004,080.250 11.49%
International Special Custody Account
Value Fund 101 Montgomery St.
Class A San Francisco, CA 94104
Thornburg MLPF&S 100,530.775 9.23%
International FBO Customers
Value Fund 4800 Deer Lake Dr.
Class B Jacksonville, FL 32246
Thornburg MLPF&S 2,597,977.889 21.67%
International FBO Customers
Value Fund 4800 Deer Lake Dr.
Class C Jacksonville, FL 32246
Thornburg Charles Schwab & Co., Inc. 5,338,148.648 41.26%
International Special Custody Account
Value Fund 101 Montgomery St.
Class I San Francisco, CA 94104
Thornburg Muir & Co. Trust Company 829,432.487 6.41%
International c/o Frost National Bank
Value Fund P.O. Box 2479
Class I San Antonio, TX 78298
Thornburg MLPF&S 152,567.637 44.19%
International FBO Customers
Value Fund 4800 Deer Lake Dr.
Class R-1 Jacksonville, FL 32246
Thornburg BISYS Retirement Services 19,759.764 5.72%
International FBO Assoc. Steel Co., Inc.
Value Fund 700 17th Street
Class R-1 Denver, CO 80202
Thornburg Core Charles Schwab & Co., Inc. 563,623.325 14.44%
Growth Fund Special Custody Account
Class A 101 Montgomery St.
San Francisco, CA 94104
Thornburg Core Garrett Thornburg 438,963.285 26.69%
Growth Fund 150 Washington Ave.
Class I Santa Fe, NM 87501
Thornburg Core Dawn B. Fischer, Trustee 365,300.541(3) 22.21%
Growth Fund 119 East Marcy Street
Class I Santa Fe, NM 87501
Thornburg Core Thornburg Investment 209,558.286(2) 12.74%
Growth Fund Management, Inc.
Class I Profit Sharing Plan
119 East Marcy Street
Santa Fe, NM 87501
Thornburg Core Leigh Moiola 3.186 56.99%
Growth Fund 119 East Marcy Street
Class R-1 Santa Fe, NM 87501
Thornburg Core BFDS Corporate Support 2.404 43.01%
Growth Fund 330 W. 9th St. Fl. 2
Class R-I Kansas City, MO 64105
Thornburg Charles Schwab & Co., Inc. 1,646,224.544 12.65%
Investment Income Special Custody Account
Builder Fund 101 Montgomery St.
Class A San Francisco, CA 94104
Thornburg MLPF&S 490,939.683 6.08%
Investment Income FBO Customers
Builder Fund 4800 Deer Lake Dr.
Class C Jacksonville, FL 32246
Thornburg Garrett Thornburg 377,785.666 26.36%
Investment Income 150 Washington Ave.
Builder Fund Santa Fe, NM 87501
Class I
Thornburg Dawn B. Fischer, Trustee 256,811.858(4) 17.92%
Investment Income 119 East Marcy Street
Builder Fund Santa Fe, NM 87501
Class I
Footnotes
- ---------
(1) Total includes: 104,507.886 shares owned by Thornburg Securities
Corporation, as to which Mr. Thornburg is the controlling
shareholder; 227,342.997 shares owned by Thornburg Investment
Management, Inc., as to which Mr. Thornburg is the controlling
shareholder; and 1,156,206.191 shares owned by Thornburg Mortgage
Advisory Corp., as to which Mr. Thornburg is the controlling
shareholder.
(2) Thornburg Investment Management, Inc. Profit Sharing Plan (the
"Plan") is a qualified retirement plan which holds investments for
the benefit of employees of Thornburg Investment Management, Inc.
The trustees of the Plan are Garrett Thornburg, Brian J. McMahon
and Dawn B. Fischer, each of whom holds shared voting and
investment power, and each of whom also is a participant in the
Plan.
(3) Total includes: 54,591.998 shares owned by the Oppenheimer
Descendants Trust, as to which Ms. Fischer and Brian J. McMahon
are trustees and hold shared voting and investment power;
19,542.821 shares owned by the Thornburg Children's Trust, as to
which Ms. Fischer is trustee and holds sole voting and investment
power; 190,096.936 shares owned by the Lloyd Thornburg Irrevocable
Trust, as to which Ms. Fischer is trustee and holds sole voting
and investment power; 14,944.787 shares owned by the Goldstone
Children's Trust, as to which Ms. Fischer is trustee and holds
sole voting and investment power, and 84,512.837 shares owned by
the Thornburg Descendants Trust, as to which Ms. Fischer and
Mr. McMahon are trustees and hold shared voting and investment
power. Ms. Fischer and Mr. McMahon disclaim any beneficial
interest in the described trust accounts. Total does not include
209,558.286 shares held by the Thornburg Investment Management,
Inc. Profit Sharing Plan. See note (2).
(4) Total includes: 125,354.646 shares owned by the Lloyd Thornburg
Irrevocable Trust, as to which Ms. Fischer is trustee and holds
sole voting and investment power; 38,762.022 shares owned by the
Oppenheimer Descendants Trust, as to which Ms. Fischer and Brian
J. McMahon are trustees; 13,833.448 shares owned by the Thornburg
Children's Trust, as to which Ms. Fischer is trustee and holds
sole voting and investment power; 10,601.464 shares owned by the
Goldstone Children's Trust, as to which Ms. Fischer is trustee and
holds sole voting and investment power; and 59,927.321 shares
owned by the Thornburg Descendants Trust, as to which Ms. Fischer
and Mr. McMahon are trustees and hold shared voting and investment
power. Ms. Fischer and Mr. McMahon disclaim any beneficial
interest in the described trust accounts. Total does not include
66,243.236 shares held by the Thornburg Investment Management,
Inc. Profit Sharing Plan. See Note (2).
SECURITY OWNERSHIP OF MANAGEMENT
As of July 12, 2004, Trustee of the Trust, nominees and executive
officers of the Trust, as a group, owned beneficially less than one
percent of the outstanding shares of any class of shares of any Fund,
except as follows:
Amount and
Name of Fund Nature of Percentage of
and Class Shareholders Ownership Class
- ----------------- ------------ --------- --------------
Thornburg Limited Elliot R. Cutler 329.337 *
Term Municipal Fund Garrett Thornburg 61,638.245(1) *
Class A Brian J. McMahon 30,276.182 *
George T. Strickland 4,264.956 *
Kenneth Ziesenheim 67,348.767 *
Trustees and Officers
as a Group 163,857.487 2.14%
Thornburg Steven J. Bohlin 6,617.093 *
New Mexico Dawn B. Fischer 197,500.495(2) 1.22%
Intermediate William V. Fries 3,543.407 *
Municipal Fund Joshua Gonze 1,866.049 *
Class A Kerry D. Lee 12,323.773 *
Brian J. McMahon 28,926.555 *
Leigh Moiola 842.249 *
George T. Strickland 4,712.322 *
Garrett Thornburg 1,690,208.252(3) 10.43%
Wendy Trevisani 453.349 *
Forrest S. Smith 10,000.000 *
Trustees and
Officers as a Group 1,956,903.544 12.08%
Thornburg Value Fund David A. Ater 783.434 *
Class I Steven J. Bohlin 10,621.547 *
David D. Chase 1,344.620 *
Dawn B. Fischer 134,679.819(4) *
William V. Fries 51,105.296 *
Kerry D. Lee 5,065.988 *
Brian J. McMahon 23,231.70 *
Leigh Moiola 725.788 *
Alexander Motola 397.339 *
Forrest S. Smith 500.000 *
George T. Strickland 2,980.368 *
Garrett Thornburg 349,801.077(5) 2.68%
Sasha Wilcoxon 118.032 *
Kenneth Ziesenheim 6,302.903 *
Officers and Trustees 636,509.361(6) 4.88%
as a Group
Thornburg David D. Chase 833.797 *
International Dawn B. Fischer 226,212.31 (7) 1.74%
Value Fund William V. Fries 28,035.393 *
Class I Kerry D. Lee 4,628.168 *
Alexander Motola 159.948 *
Forrest S. Smith 500.000 *
George T. Strickland 2,701.740 *
Garrett Thornburg 460,890.215(8) 3.56%
Wendy Trevisani 453.594 *
Sasha Wilcoxon 145.888 *
Kenneth Ziesenheim 1,895.115 *
Officers and Trustees
as a Group 773,664.815(9) 5.98%
Thornburg Core Steven J. Bohlin 23,933.140 *
Growth Fund David D. Chase 3,042.996 *
Class I Dawn B. Fischer 365,300.541(10) 22.21%
William V. Fries 37,161.651 *
Kerry D. Lee 3,159.774 *
Brian J. McMahon 37,700.957 *
Leigh Moiola 107.517 *
Alexander Motola 14,786.356 *
George T. Strickland 5,969.328 *
Garrett Thornburg 438,963.285 26.69%
Wendy Trevisani 1,187.278 *
Sasha Wilcoxon 619.861 *
Kenneth Ziesenheim 4,115.329 *
Officers and Trustees
as a Group 1,146,011.298(11) 69.67%
Thornburg Core Leigh Moiola 3.186 56.99%
Growth Fund 119 East Marcy St.
Class R-1 Santa Fe, NM 87501
Thornburg Investment Steven J. Bohlin 20,659.144 1.44%
Income Builder David D. Chase 1,751.925 *
Fund Dawn B. Fischer 256,831.858(12) 17.92%
Class I William V. Fries 28,350.179 1.96%
Kerry D. Lee 3,802.825 *
Brian J. McMahon 42,269.241 2.92%
Leigh Moiola 27.389 *
George T. Strickland 4,844.408 *
Garrett Thornburg 378,944.442 26.45%
Wendy Trevisani 2,145.409 *
Kenneth Ziesenheim 10,682.360 *
Officers and Trustees
as a Group 816,532.416(13) 56.98%
* Less than one percent
Footnotes
- ---------
(1) Total includes 61,638.245 shares owned by Thornburg Investment
Management, Inc., as to which Mr. Thornburg is the controlling
shareholder.
(2) Total includes 170,967.386 shares owned by the Lloyd Thornburg
Irrevocable Trust, as to which Ms. Fischer is trustee and holds
sole voting and investment power. Ms. Fischer disclaims any
beneficial interest in that trust account.
(3) Total includes: 104,507.886 shares owned by Thornburg Securities
Corporation, as to which Mr. Thornburg is the controlling
shareholder; 227,342.997 shares owned by Thornburg Investment
Management, Inc., as to which Mr. Thornburg is the controlling
shareholder; and 1,156,206.191 shares owned by Thornburg Mortgage
Advisory Corp., as to which Mr. Thornburg is the controlling
shareholder.
(4) Total includes: 19,925.339 shares owned by the Oppenheimer
Descendants Trust, as to which Ms. Fischer and Brian J. McMahon
are trustees and hold shared voting and investment power;
7,146.835 shares owned by the Thornburg Children's Trust, as to
which Ms. Fischer holds sole voting and investment power;
67,097.029 shares owned by the Lloyd Thornburg Irrevocable Trust,
as to which Ms. Fischer is trustee and holds sole voting and
investment power; 3,059.055 shares owned by the Fries Children's
Trust, as to which Ms. Fischer and Mr. McMahon are trustees and
hold shared voting and investment power; 5,513.256 shares owned by
the Goldstone Children's Trust, as to which Ms. Fischer is trustee
and holds sole voting and investment power; and 30,813.110 shares
owned by the Thornburg Descendants Trust, as to which Ms. Fischer
and Mr. McMahon are trustees and hold shared voting and investment
power. Ms. Fischer and Mr. McMahon disclaim any beneficial
interest in the described trust accounts.
(5) Total includes: 125,759.022 shares owned by Thornburg Investment
Management, Inc., as to which Mr. Thornburg is the controlling
shareholder; and 19,166.151 shares owned by the Thornburg
Charitable Foundation, as to which Mr. Thornburg holds shared
voting and investment power.
(6) Total includes 48,851.45 shares held by the Thornburg Investment
Management, Inc. Profit Sharing Plan (the "Plan"), a qualified
retirement plan which holds investments for the benefit of
employees of Thornburg Investment Management, Inc. The trustees
of the Plan are Garrett Thornburg, Brian J. McMahon and Dawn B.
Fischer, each of whom holds shared voting and investment power,
and each of whom is also a participant in the Plan.
(7) Total includes 30,469,752 shares owned by the Oppenheimer
Descendants Trust, as to which Ms. Fischer and Brian J. McMahon
are trustees and hold shared voting and investment power;
11,616.884 shares owned by the Thornburg Children's Trust, as to
which Ms. Fischer is trustee and holds sole voting and investment
power; 123,994.630 shares owned by the Lloyd Thornburg Irrevocable
Trust, as to which Ms. Fischer is trustee and holds sole voting
and investment power; 8,994.630 shares owned by the Goldstone
Children's Trust, as to which Ms. Fischer holds sole voting and
investment power; and 50,234.077 shares owned by the Thornburg
Descendants Trust, as to which Ms. Fischer and Mr. McMahon are
trustees and hold shared voting and investment power. Ms. Fischer
and Mr. McMahon disclaim any beneficial interest in the described
trust accounts.
(8) Total includes 225,746.807 shares owned by Thornburg Investment
Management, Inc., as to which Mr. Thornburg is the controlling
shareholder.
(9) Total includes 47,208.647 held by the Thornburg Investment
Management, Inc. Profit Sharing Plan (the "Plan"), a qualified
retirement plan which holds investments for employees of Thornburg
Investment Management, Inc. The trustees of the Plan are Garrett
Thornburg, Brian J. McMahon and Dawn B. Fischer, each of whom
holds shared voting and investment power, and each of whom is also
a participant in the Plan.
(10) Total includes: 54,591.998 shares owned by the Oppenheimer
Descendants Trust, as to which Ms. Fischer and Brian J. McMahon
are trustees and hold shared voting and investment power;
19,542.821 shares owned by the Thornburg Children's Trust, as to
which Ms. Fischer is trustee and holds sole voting and investment
power; 190,096.936 shares owned by the Lloyd Thornburg Irrevocable
Trust, as to which Ms. Fischer is trustee and holds sole voting
and investment power; 14,944.787 shares owned by the Goldstone
Children's Trust, as to which Ms. Fischer is trustee and holds
sole voting and investment power; and 84,512.837 shares owned by
the Thornburg Descendants Trust, as to which Ms. Fischer and
Mr. McMahon are trustees and hold shared voting and investment
power. Ms. Fischer and Mr. McMahon disclaim any beneficial
interest in the described trust accounts.
(11) Total includes 209,963.283 shares held by the Thornburg Investment
Management, Inc. Profit Sharing Plan (the "Plan"), a qualified
retirement plan which holds investments for the benefit of
employees of Thornburg Investment Management, Inc. The trustees
of the Plan are Garrett Thornburg, Brian J. McMahon and Dawn B.
Fischer, each of whom holds shared voting and investment power,
and each of whom is also a participant in the Plan.
(12) Total includes: 38,762.022 shares owned by the Oppenheimer
Descendants Trust, as to which Ms. Fischer and Brian J. McMahon
are trustees and hold shared voting and investment power;
13,833.448 shares owned by the Thornburg Children's Trust, as to
which Ms. Fischer is trustee and holds sole voting and investment
power; 125,354.646 shares owned by the Lloyd Thornburg Irrevocable
Trust, as to which Ms. Fischer is trustee and holds sole voting
and investment power; 10,601.464 shares owned by the Goldstone
Children's Trust, as to which Ms. Fischer is trustee and holds
sole voting and investment power; and 59,927.321 shares owned by
the Thornburg Descendants Trust, as to which Ms. Fischer and Mr.
McMahon hold shared voting and investment power. Ms. Fischer and
Mr. McMahon disclaim any beneficial interest in the described
trust accounts.
(13) Total includes 66,243.236 shares held by the Thornburg Investment
Management, Inc. Profit Sharing Plan (the "Plan"), a qualified
retirement plan which holds investments for the benefit of
employees of Thornburg Investment Management, Inc. The trustees
of the Plan are Garrett Thornburg, Brian J. McMahon and Dawn B.
Fischer, each of whom holds shared voting and investment power,
and each of whom is also a participant in the Plan.