-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QzmWwkuksDJt0Kgkaz8fEUQ8k5OvbBrD1YY0ua1nHoZrAzDEvTIWdxYpAA+yKUez 0+EwvC370fw08HtwxJ4GNQ== 0000816153-04-000070.txt : 20040825 0000816153-04-000070.hdr.sgml : 20040825 20040825122242 ACCESSION NUMBER: 0000816153-04-000070 CONFORMED SUBMISSION TYPE: N-PX PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040630 FILED AS OF DATE: 20040825 DATE AS OF CHANGE: 20040825 EFFECTIVENESS DATE: 20040825 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THORNBURG INVESTMENT TRUST CENTRAL INDEX KEY: 0000816153 IRS NUMBER: 061158764 STATE OF INCORPORATION: MA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-PX SEC ACT: 1940 Act SEC FILE NUMBER: 811-05201 FILM NUMBER: 04995864 BUSINESS ADDRESS: STREET 1: 119 E MARCY ST STREET 2: SUITE 202 CITY: SANTA FE STATE: NM ZIP: 87501 BUSINESS PHONE: 5059840200 MAIL ADDRESS: STREET 1: 119 EAST MARCY ST STREET 2: SUITE 202 CITY: SANTA FE STATE: NM ZIP: 87501 FORMER COMPANY: FORMER CONFORMED NAME: THORNBURG INCOME TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: LIMITED TERM TRUST DATE OF NAME CHANGE: 19870816 N-PX 1 npx0604.htm THORNBURG INVESTMENT TRUST 6-30-04 N-PX

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-PX

ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act file number   811-05201

Thornburg Investment Trust
(Exact name of registrant as specified in charter)

119 East Marcy Street, Santa Fe, New Mexico 87501
(Address of principal executive offices) (Zip code)

Garrett Thornburg, 119 East Marcy Street, Santa Fe, New Mexico 87501
(Name and address of agent for service)

Registrant’s telephone number, including area code: 505-984-0200

Date of fiscal year end:     September 30

Date of reporting period: July 1, 2003 - June 30, 2004

Item 1. Proxy Voting Record

  Thornburg Limited Term Municipal Fund
Thornburg California Limited Term Municipal Fund
Thornburg Limited Term U.S. Government Fund
Thornburg New Mexico Intermediate Municipal Fund
Thornburg Intermediate Municipal Fund
Thornburg Limited Term Income Fund
Thornburg Value Fund
Thornburg Florida Intermediate Municipal Fund
Thornburg New York Intermediate Municipal Fund
Thornburg International Value Fund
Thornburg Core Growth Fund
Thornburg Investment Income Builder Fund

======Thornburg Limited Term Municipal Fund ======

There were no proxies voted in relation to the securities held in the fund’s portfolio.

======Thornburg California Limited Term Municipal Fund ======

There were no proxies voted in relation to the securities held in the fund’s portfolio.

======Thornburg Limited Term U.S. Government Fund ======

There were no proxies voted in relation to the securities held in the fund’s portfolio.

======Thornburg New Mexico Intermediate Municipal Fund ======

There were no proxies voted in relation to the securities held in the fund’s portfolio.

======Thornburg Intermediate Municipal Fund ======

There were no proxies voted in relation to the securities held in the fund’s portfolio.

======Thornburg Limited Term Income Fund ======

There were no proxies voted in relation to the securities held in the fund’s portfolio.

======Thornburg Value Fund ======

Affiliated Computer Services, Inc. *ACS* CUSIP 008190100, 10/30/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Approve Executive Incentive Bonus Plan Mgmt For Yes
Ratify Auditors Mgmt For Yes

ALLTEL Corp. *AT* CUSIP 020039103, 04/22/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Ammend Eeo - Sexual Orientation ShrHoldr Abstain No

Amerada Hess Corp. *AHC* CUSIP 023551104, 05/05/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director Nicholas F. Brady --- Withhold
1.2 Elect Director J. Barclay Collins Ii --- For
1.3 Elect Director Thomas H. Kean --- For
1.4 Elect Director Frank A. Olson --- For
Ratify Auditors Mgmt For Yes
Amend Omnibus Stock Plan Mgmt For Yes
Establish Other Board Committee ShrHoldr For No

American Greetings Corp. *AM* CUSIP 026375105, 06/25/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director Scott S. Cowen --- For
1.2 Elect Director Harriet Mouchly-Weiss --- For
1.3 Elect Director Charles A. Ratner --- Withhold
1.4 Elect Director Zev Weiss --- For
1.5 Elect Director Joseph Hardin --- For
Amend Omnibus Stock Plan Mgmt For Yes

Anthem Inc. *ATH* CUSIP 03674B104, 05/17/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes

Anthem Inc. *ATH* CUSIP 03674B104, 06/28/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Issue Shares In Connection With An Acquisition Mgmt For Yes
Change Company Name Mgmt For Yes

Aon Corp. *AOC* CUSIP 37389103, 05/21/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director Patrick G. Ryan --- For
1.2 Elect Director Edgar D. Jannotta --- Withhold
1.3 Elect Director Jan Kalff --- Withhold
1.4 Elect Director Lester B. Knight --- For
1.5 Elect Director J. Michael Losh --- For
1.6 Elect Director R. Eden Martin --- For
1.7 Elect Director Andrew J. Mckenna --- For
1.8 Elect Director Robert S. Morrison --- For
1.9 Elect Director Richard C. Notebaert --- For
1.10 Elect Director Michael D. O'Halleran --- For
1.11 Elect Director John W. Rogers, Jr. --- For
1.12 Elect Director Gloria Santona --- For
1.13 Elect Director Carolyn Y. Woo --- For
Ratify Auditors Mgmt For Yes

Boston Properties Inc. *BXP* CUSIP 101121101, 05/05/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
1.1 Elect Director Mortimer B. Zuckerman --- For
1.2 Elect Director Carol B. Einiger --- For
1.3 Elect Director Alan B. Landis --- For
1.4 Elect Director Richard E. Salomon --- For
Declassify The Board Of Directors ShrHoldr For No

Caremark Rx, Inc. *CMX* CUSIP 141705103, 03/22/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Increase Authorized Common Stock Mgmt For Yes
Approve Issuance Of Stock In Connection With Merger Agreement Mgmt For Yes
Increase Authorized Preferred Stock Mgmt Against No
Approve Omnibus Stock Plan Mgmt For Yes
Allow Postponement Or Adjournment Of Special Meeting Mgmt Against No

Caremark Rx, Inc. *CMX* CUSIP 141705103, 05/04/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes

Citigroup Inc. *C* CUSIP 172967101, 04/20/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Limit Executive Compensation ShrHoldr Against Yes
Report On Political Contributions/Activities ShrHoldr Against Yes
Prohibit Awards To Executives ShrHoldr Against Yes
Separate Chairman And Ceo Positions ShrHoldr Against Yes

Deere & Co. *DE* CUSIP 244199105, 02/25/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes

Dominion Resources, Inc. *D* CUSIP 25746U109, 04/23/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Submit Executive Compensation To Vote ShrHoldr Against Yes

DoubleClick Inc. *DCLK* CUSIP 258609304, 06/07/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes

E*Trade Group, Inc. *ET* CUSIP 269246104, 05/27/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes

Eclipsys Corp. *ECLP* CUSIP 278856109, 06/01/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes

Electronic Arts, Inc. *ERTS* CUSIP 285512109, 07/31/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Amend Omnibus Stock Plan Mgmt For Yes
Amend Employee Stock Purchase Plan Mgmt For Yes
Ratify Auditors Mgmt For Yes

Exxon Mobil Corp. *XOM* CUSIP 30231G102, 05/26/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Approve Non-Employee Director Restricted Stock Plan Mgmt For Yes
Affirm Political Nonpartisanship ShrHoldr Abstain No
Report On Political Contributions/Activities ShrHoldr Abstain No
Report On Equatorial Guinea ShrHoldr Abstain No
Separate Chairman And Ceo Positions ShrHoldr Against Yes
Prohibit Awards To Executives ShrHoldr Against Yes
Report On Stock Option Distribution By Race And Gender ShrHoldr Abstain No
10  Amend Eeo Statement To Include Reference To Sexual Orientation ShrHoldr Abstain No
11  Report On Climate Change Research ShrHoldr Abstain No

Fannie Mae *FNM* CUSIP 313586109, 05/25/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
1.1 Elect Director Stephen B. Ashley --- For
1.2 Elect Director Kenneth M. Duberstein --- For
1.3 Elect Director Thomas P. Gerrity --- For
1.4 Elect Director Timothy Howard --- For
1.5 Elect Director Ann Korologos --- For
1.6 Elect Director Frederic V. Malek --- For
1.7 Elect Director Donald B. Marron --- For
1.8 Elect Director Daniel H. Mudd --- For
1.9 Elect Director Anne M. Mulcahy --- For
1.10 Elect Director Joe K. Pickett --- For
1.11 Elect Director Leslie Rahl --- For
1.12 Elect Director Franklin D. Raines --- For
1.13 Elect Director H. Patrick Swygert --- For
Ratify Auditors Mgmt For Yes
Amend Employee Stock Purchase Plan Mgmt For Yes
Provide For Cumulative Voting ShrHoldr For No

First Data Corp. *FDC* CUSIP 319963104, 10/28/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Approve Merger Agreement Mgmt For Yes

Fox Entertainment Group, Inc. *FOX* CUSIP 35138T107, 11/25/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director K. Rupert Murdoch, Ac --- Withhold
1.2 Elect Director Peter Chernin --- Withhold
1.3 Elect Director David F. Devoe --- Withhold
1.4 Elect Director Arthur M. Siskind --- Withhold
1.5 Elect Director Lachlan K. Murdoch --- Withhold
1.6 Elect Director Christos M. Cotsakos --- For
1.7 Elect Director Thomas W. Jones --- For
1.8 Elect Director Peter Powers --- For
Ratify Auditors Mgmt For Yes

FTI Consulting, Inc. *FCN* CUSIP 302941109, 05/19/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director Denis J. Callaghan --- For      
1.2 Elect Director Dennis J. Shaughnessy --- Withhold      
1.3 Elect Director George P. Stamas --- Withhold      
Approve Omnibus Stock Plan Mgmt For Yes
Amend Employee Stock Purchase Plan Mgmt For Yes
Ratify Auditors Mgmt For Yes

General Motors Corp. *GM* CUSIP 370442832, 10/03/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Amend Articles Mgmt For Yes
Amend Articles Mgmt For Yes
Approve Hughes Split-Off Mgmt For Yes
Approve Gm/News Stock Sale Mgmt For Yes
Approve News Stock Acquisition Mgmt For Yes
Amend Articles Mgmt For Yes

Genzyme Corp. *GENZ* CUSIP 372917104, 05/27/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Amend Employee Stock Purchase Plan Mgmt For Yes
Approve Stock Option Plan Mgmt For Yes
Amend Non-Employee Director Stock Option Plan Mgmt For Yes
Increase Authorized Preferred Stock Mgmt Against No
Ratify Auditors Mgmt For Yes
Limit Awards To Executives ShrHoldr Against Yes

Health Management Associates, Inc. *HMA* CUSIP 421933102, 02/17/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes

Hewlett-Packard Co. *HPQ* CUSIP 428236103, 03/17/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director L.T. Babbio, Jr. --- For
1.2 Elect Director P.C. Dunn --- For
1.3 Elect Director C.S. Fiorina --- For
1.4 Elect Director R.A. Hackborn --- For
1.5 Elect Director G.A. Keyworth Ii --- For
1.6 Elect Director R.E. Knowling, Jr. --- For
1.7 Elect Director S.M. Litvack --- Withhold
1.8 Elect Director R.L. Ryan --- For
1.9 Elect Director L.S. Salhany --- For
Ratify Auditors Mgmt For Yes
Approve Omnibus Stock Plan Mgmt For Yes
Expense Stock Options ShrHoldr For No

IAC / INTERACTIVECORP *IACI* CUSIP 45840Q101, 06/23/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director Richard N. Barton --- For
1.2 Elect Director Robert R. Bennett --- Withhold
1.3 Elect Director Edgar Bronfman, Jr. --- Withhold
1.4 Elect Director Barry Diller --- Withhold
1.5 Elect Director Victor A. Kaufman --- Withhold
1.6 Elect Director Donald R. Keough --- For
1.7 Elect Director Marie-Josee Kravis --- For
1.8 Elect Director John C. Malone --- For
1.9 Elect Director Steven Rattner --- For
1.10 Elect Director Gen. H.N. Schwarzkopf --- For
1.11 Elect Director Alan G. Spoon --- For
1.12 Elect Director Diane Von Furstenberg --- Withhold
Ratify Auditors Mgmt For Yes

Lincoln National Corp. *LNC* CUSIP 534187109, 05/13/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Approve Deferred Compensation Plan Mgmt For Yes

Lowe *LOW* CUSIP 548661107, 05/28/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director Leonard L. Berry --- For
1.2 Elect Director Paul Fulton --- For
1.3 Elect Director Dawn E. Hudson --- Withhold
1.4 Elect Director Marshall O. Larsen --- For
1.5 Elect Director Robert A. Niblock --- For
1.6 Elect Director Stephen F. Page --- For
1.7 Elect Director O. Temple Sloan, Jr. --- For
1.8 Elect Director Robert L. Tillman --- For
Ratify Auditors Mgmt For Yes

Marsh & McLennan Companies, Inc. *MMC* CUSIP 571748102, 05/20/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes

Microsoft Corp. *MSFT* CUSIP 594918104, 11/11/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director William H. Gates, Iii --- For
1.2 Elect Director Steven A. Ballmer --- For
1.3 Elect Director James I. Cash, Jr., Ph.D. --- For
1.4 Elect Director Raymond V. Gilmartin --- For
1.5 Elect Director Ann Mclaughlin Korologos --- For
1.6 Elect Director David F. Marquardt --- For
1.7 Elect Director Charles H. Noski --- For
1.8 Elect Director Dr. Helmut Panke --- For
1.9 Elect Director Wm. G. Reed, Jr. --- For
1.10 Elect Director Jon A. Shirley --- Withhold
Amend Omnibus Stock Plan Mgmt For Yes
Amend Non-Employee Director Stock Option Plan Mgmt For Yes
Refrain From Giving Charitable Contributions ShrHoldr Abstain No

Nextel Communications, Inc. *NXTL* CUSIP 65332V103, 05/27/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Amend Employee Stock Purchase Plan Mgmt For Yes

NII Holdings, Inc. *NIHD* CUSIP 62913F201, 04/28/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director Steven P. Dussek --- Withhold      
1.2 Elect Director Steven M. Shindler --- For      
Increase Authorized Common Stock Mgmt For Yes
Approve Omnibus Stock Plan Mgmt For Yes
Adjourn Meeting Mgmt Against No

Pfizer Inc. *PFE* CUSIP 717081103, 04/22/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Approve Omnibus Stock Plan Mgmt For Yes
Report On Operational Impact Of Hiv/Aids, Tb, And Malaria Pandemic ShrHoldr Abstain No
Cease Political Contributions/Activities ShrHoldr Against Yes
Report On Political Contributions/Activities ShrHoldr Against Yes
Establish Term Limits For Directors ShrHoldr Against Yes
Report On Drug Pricing ShrHoldr Abstain No
Limit Awards To Executives ShrHoldr Against Yes
10  Amend Animal Testing Policy ShrHoldr Abstain No

T. Rowe Price Group, Inc. *TROW* CUSIP 74144T108, 04/08/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Approve Omnibus Stock Plan Mgmt Against No
Other Business Mgmt Against No

Target Corporation *TGT* CUSIP 87612E106, 05/19/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Amend Omnibus Stock Plan Mgmt For Yes

Texas Instruments Inc. *TXN* CUSIP 882508104, 04/15/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
1.1 Elect Director James R. Adams --- For
1.2 Elect Director David L. Boren --- For
1.3 Elect Director Daniel A. Carp --- For
1.4 Elect Director Thomas J. Engibous --- For
1.5 Elect Director Gerald W. Fronterhouse --- For
1.6 Elect Director David R. Goode --- For
1.7 Elect Director Wayne R. Sanders --- For
1.8 Elect Director Ruth J. Simmons --- For
1.9 Elect Director Richard K. Templeton --- For
1.10 Elect Director Christine Todd Whitman --- For
Ratify Auditors Mgmt For Yes
Expense Stock Options ShrHoldr For No

The Bank Of New York Co., Inc. *BK* CUSIP 064057102, 04/13/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Amend Executive Incentive Bonus Plan Mgmt Against No
Report On Political Contributions ShrHoldr Against Yes
Limit Executive Compensation ShrHoldr Against Yes
Limit Composition Of Committee To Independent Directors ShrHoldr Against Yes
Submit Shareholder Rights Plan (Poison Pill) To Shareholder Vote ShrHoldr For No

The DirecTV Group, Inc *DTV* CUSIP 25459L106, 06/02/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Approve Omnibus Stock Plan Mgmt For Yes
Approve Executive Incentive Bonus Plan Mgmt For Yes
Ratify Auditors Mgmt For Yes

The St. Paul Travelers Companies, Inc. *STA* CUSIP 792860108, 03/19/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Issue Shares In Connection With A Merger Agreement Mgmt For Yes
Amend Bylaws Mgmt For Yes
Amend Articles Mgmt For Yes
Reduce Supermajority Vote Requirement Mgmt For Yes

Time Warner Inc *TWX* CUSIP 887317105, 05/21/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Adopt China Principles ShrHoldr Abstain No
Report On Pay Disparity ShrHoldr Abstain No

Union Pacific Corp. *UNP* CUSIP 907818108, 04/16/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Approve Omnibus Stock Plan Mgmt For Yes
Ratify Auditors Mgmt For Yes
Limit Executive Compensation ShrHoldr Against Yes
Report On Political Contributions/Activities ShrHoldr Abstain No

Unocal Corp. *UCL* CUSIP 915289102, 05/24/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Approve Omnibus Stock Plan Mgmt For Yes
Approve Deferred Compensation Plan Mgmt For Yes
Separate Chairman And Ceo Positions ShrHoldr Against Yes
Limit Awards To Executives ShrHoldr Against Yes
Establish Other Board Committee ShrHoldr For No
Report On Greenhouse Gas Emissions ShrHoldr Against Yes

Wells Fargo & Company *WFC* CUSIP 949746101, 04/27/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director J.A. Blanchard Iii --- For
1.2 Elect Director Susan E. Engel --- For
1.3 Elect Director Enrique Hernandez, Jr. --- For
1.4 Elect Director Robert L. Joss --- For
1.5 Elect Director Reatha Clark King --- For
1.6 Elect Director Richard M. Kovacevich --- For
1.7 Elect Director Richard D. Mccormick --- For
1.8 Elect Director Cynthia H. Milligan --- For
1.9 Elect Director Philip J. Quigley --- For
1.10 Elect Director Donald B. Rice --- Withhold
1.11 Elect Director Judith M. Runstad --- Withhold
1.12 Elect Director Stephen W. Sanger --- For
1.13 Elect Director Susan G. Swenson --- For
1.14 Elect Director Michael W. Wright --- Withhold
Approve Retirement Plan Mgmt For Yes
Ratify Auditors Mgmt For Yes
Expense Stock Options ShrHoldr For No
Limit Executive Compensation ShrHoldr Against Yes
Link Executive Compensation To Social Issues ShrHoldr Abstain No
Report On Political Contributions/Activities ShrHoldr Abstain No

======Thornburg Florida Intermediate Municipal Fund ======

There were no proxies voted in relation to the securities held in the fund’s portfolio.

======Thornburg New York Intermediate Municipal Fund ======

There were no proxies voted in relation to the securities held in the fund’s portfolio.

======Thornburg International Value Fund ======

BP PLC (Form. Bp Amoco Plc ) *BP* CUSIP 055622104, 04/15/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
To Elect Mr A Burgmans As A Director Mgmt For Yes
Ratify Auditors Mgmt For Yes
To Amend The Articles Of Association Mgmt For Yes
To Give Authority To Allot Shares Mgmt For Yes
To Give Authority To Allot A Limited Number Of Shares For Cash Mgmt For Yes
To Give Limited Authority For The Purchase Of Its Own Shares Mgmt For Yes
To Authorise The Use Of Treasury Shares Mgmt For Yes
To Approve The Directors Remuneration Report Mgmt For Yes
10  To Determine The Limit For The Aggregate Remuneration Mgmt For Yes
11  To Receive The Directors Annual Report And The Accounts Mgmt For Yes
12  To Instruct The Company To Prepare A Report Of Control And Risk ShrHoldr Against Yes

CNOOC LTD *CEO* CUSIP 126132109, 03/16/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

To Subdivide Every One Issued And Unissued Share Mgmt For Yes

CNOOC LTD *CEO* CUSIP 126132109, 04/28/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

To Receive And Consider The Audited Accounts Mgmt For Yes
To Declare The Final Dividend For The Year Ended December 31, 2003 Mgmt For Yes
To Re-Elect Mr. Shouwei Zhou As Executive Director. Mgmt For Yes
To Re-Elect Professor Kenneth S. Courtis As Independent Non-Executive Director. Mgmt For Yes
To Re-Elect Dr. Erwin Schurtenberger As Independent Non-Executive Director. Mgmt For Yes
To Elect Mr. Evert Henkes As Independent Non-Executive Director. Mgmt For Yes
Ratify Auditors Mgmt For Yes
To Grant A General Mandate To The Directors To Repurchase Mgmt For Yes
To Grant A General Mandate To The Directors To Issue Mgmt Against No
10  To Extend The General Mandate Granted To The Directors To Issue Mgmt For Yes
11  To Amend The Articles Of Association Of The Company. Mgmt For Yes

CNOOC LTD *CEO* CUSIP 126132109, 06/14/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

To Receive And Consider The Audited Accounts Mgmt For Yes
To Re-Elect Mr. Shouwei Zhou As Executive Director. Mgmt For Yes
To Re-Elect Professor Kenneth S. Courtis Mgmt For Yes
To Re-Elect Dr. Erwin Schurtenberger Mgmt For Yes
To Elect Mr. Evert Henkes As Independent Non-Executive Director. Mgmt For Yes
Ratify Auditors Mgmt For Yes
To Grant A General Mandate To The Directors To Repurchase Shares Mgmt For Yes
To Grant A General Mandate To The Directors To Issue Mgmt Against No
To Extend The General Mandate Granted To The Directors To Issue Mgmt For Yes
10  To Amend The Articles Of Association Of The Company. Mgmt For Yes

Dr. Reddy's Laboratories *RDY* CUSIP 256135203, 08/25/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Accept Financial Statements And Statutory Reports Mgmt For Yes
Approve Dividends Of Inr 5 Per Share Mgmt For Yes
Reappoint O. Goswami As Director Mgmt For Yes
Reappoint V. Mohan As Director Mgmt For Yes
Approve Retirement Of A. Venkateswarlu As Director Mgmt For Yes
Approve Bharat S. Raut & Co. As Auditors Mgmt For Yes
Approve Delisting Of Company Shares Mgmt For Yes
Approve Sale Of Company Assets Mgmt For Yes

HSBC Holdings Plc *HBC* CUSIP 404280406, 05/28/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

To Receive The Report And Accounts For 2003 Mgmt For Yes
Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
To Approve The Directors Remuneration Report For 2003 Mgmt For Yes
To Authorise The Company To Purchase Its Own Ordinary Shares Mgmt For Yes
To Authorise The Directors To Allot Shares Mgmt For Yes
To Disapply Pre-Emption Rights (Special Resolution) Mgmt For Yes
To Increase The Fees Payable To Each Director Mgmt For Yes

Magna International Inc. *MG.A* CUSIP 559222401, 05/06/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

1   Elect Directors Mgmt No
1.1 Elect Director William H. Fike --- Withhold
1.2 Elect Director Manfred Gingl --- Withhold
1.3 Elect Director Michael D. Harris --- Withhold
1.4 Elect Director Edward C. Lumley --- Withhold
1.5 Elect Director Klaus Mangold --- Withhold
1.6 Elect Director Karlheinz Muhr --- Withhold
1.7 Elect Director Gerhard Randa --- Withhold
1.8 Elect Director Donald Resnick --- Withhold
1.9 Elect Director Royden R. Richardson --- Withhold
1.10 Elect Director Frank Stronach --- Withhold
1.11 Elect Director Franz Vranitzky --- Withhold
1.12 Elect Director Siegfried Wolf --- Withhold
Ratify Ernst & Young Llp As Auditors Mgmt For Yes

Novartis AG *NVS* CUSIP 66987V109, 02/24/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Approval Of The Annual Report Mgmt For Yes
Approval Of The Activities Of The Board Of Directors. Mgmt For Yes
Appropriation Of Available Earnings Of Novartis Ag Mgmt For Yes
Conversion Of General Reserves Into Free Reserves. Mgmt For Yes
Reduction Of Share Capital. Mgmt For Yes
Further Share Repurchase Program. Mgmt For Yes
Amendment To The Articles Of Incorporation. Mgmt For Yes
Re-Election Of Prof. Dr. Helmut Sihler For A Three-Year Term. Mgmt For Yes
Re-Election Of Mr. Hans-Jorg Rudloff For A Three-Year Term. Mgmt For Yes
10  Re-Election Of Dr. Daniel Vasella For A Three-Year Term. Mgmt For Yes
11  Ratify Auditors Mgmt For Yes

Petroleo Brasileiro *PBR* CUSIP 71654V408, 03/29/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Approval Of The Management Report Mgmt For Yes
Approval Of The Capital Expenditures Budget For The Fiscal Year 2004. Mgmt For Yes
Approval Of The Distribution Of Results For The Fiscal Year 2003. Mgmt For Yes
Approval Of The Election Of Members To The Board Of Directors Mgmt For Yes
Approval Of The Increase In Capital Stock Mgmt For Yes
Approval Of The Increase In The Limit Of Authorized Capital Mgmt For Yes
Approval Of The Establishment Of The Compensation Of Management Mgmt For Yes

======Thornburg Core Growth Fund ======

Affiliated Managers Group, Inc. *AMG* CUSIP 008252108, 06/08/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director William J. Nutt --- For
1.2 Elect Director Sean M. Healey --- For
1.3 Elect Director Richard E. Floor --- Withhold
1.4 Elect Director Stephen J. Lockwood --- For
1.5 Elect Director Harold J. Meyerman --- For
1.6 Elect Director Robert C. Puff, Jr. --- For
1.7 Elect Director Dr. Rita M. Rodriguez --- For

Anthem Inc. *ATH* CUSIP 03674B104, 05/17/04 Meetin

g
  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes

Anthem Inc. *ATH* CUSIP 03674B104, 06/28/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Issue Shares In Connection With An Acquisition Mgmt For Yes
Change Company Name Mgmt For Yes

Apache Corp. *APA* CUSIP 037411105, 12/18/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Increase Authorized Common Stock Mgmt For Yes

Apache Corp. *APA* CUSIP 037411105, 05/06/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director Eugene C. Fiedorek --- For
1.2 Elect Director Patricia Albjerg Graham --- For
1.3 Elect Director F. H. Merelli --- Withhold
1.4 Elect Director Raymond Plank --- For
Report On Greenhouse Gas Emissions ShrHoldr Abstain No

Atheros Communications, Inc *ATHR* CUSIP 04743P108, 05/18/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes

Boston Scientific Corp. *BSX* CUSIP 101137107, 10/06/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Increase Authorized Common Stock Mgmt For Yes

Boston Scientific Corp. *BSX* CUSIP 101137107, 05/11/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes

Capital One Financial Corp. *COF* CUSIP 14040H105, 04/29/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
1.1 Elect Director W. Ronald Dietz --- For
1.2 Elect Director Lewis Hay, Iii --- For
1.3 Elect Director Mayo A. Shattuck, Iii --- For
Ratify Auditors Mgmt For Yes
Approve Omnibus Stock Plan Mgmt Against No

Caremark Rx, Inc. *CMX* CUSIP 141705103, 03/22/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Increase Authorized Common Stock Mgmt For Yes
Approve Issuance Of Stock In Connection With Merger Agreement Mgmt For Yes
Increase Authorized Preferred Stock Mgmt Against No
Approve Omnibus Stock Plan Mgmt For Yes
Allow Postponement Or Adjournment Of Special Meeting Mgmt Against No

Caremark Rx, Inc. *CMX* CUSIP 141705103, 05/04/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes

Carter *CRI* CUSIP 146229109, 05/14/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director Ross M. Jones --- Withhold      
1.2 Elect Director David Pulver --- For      
Amend Omnibus Stock Plan Mgmt For Yes
Amend Executive Incentive Bonus Plan Mgmt For Yes

E*Trade Group, Inc. *ET* CUSIP 269246104, 05/27/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes

Electronic Arts, Inc. *ERTS* CUSIP 285512109, 07/31/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Amend Omnibus Stock Plan Mgmt For Yes
Amend Employee Stock Purchase Plan Mgmt For Yes
Ratify Auditors Mgmt For Yes

eResearch Technology, Inc. *ERES* CUSIP 29481V108, 04/20/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director Sheldon M. Bonovitz --- Withhold
1.2 Elect Director Gerald A. Faich --- For
1.3 Elect Director Elam M. Hitchner --- For
Increase Authorized Common Stock Mgmt For Yes
Ratify Auditors Mgmt For Yes

Evergreen Resources, Inc. *EVG* CUSIP 299900308, 11/20/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Increase Authorized Common Stock Mgmt For Yes

Evergreen Resources, Inc. *EVG* CUSIP 299900308, 05/07/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director Dennis R. Carlton --- Withhold
1.2 Elect Director Mark S. Sexton --- Withhold
1.3 Elect Director Arthur L. Smith --- Withhold
Ratify Auditors Mgmt For Yes

First Data Corp. *FDC* CUSIP 319963104, 10/28/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Approve Merger Agreement Mgmt For Yes

GAMESTOP CORP *GME* CUSIP 36466R101, 06/29/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director R. Richard Fontaine --- Withhold
1.2 Elect Director Stephanie M. Shern --- For
Ratify Auditors Mgmt For Yes

General Motors Corp. *GM* CUSIP 370442832, 10/03/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Amend Articles Mgmt For Yes
Amend Articles Mgmt For Yes
Approve Hughes Split-Off Mgmt For Yes
Approve Gm/News Stock Sale Mgmt For Yes
Approve News Stock Acquisition Mgmt For Yes
Amend Articles Mgmt For Yes

Gilead Sciences, Inc. *GILD* CUSIP 375558103, 05/25/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Approve Omnibus Stock Plan Mgmt For Yes
Increase Authorized Common Stock Mgmt For Yes

Guidant Corp. *GDT* CUSIP 401698105, 05/18/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
1.1 Elect Director Maurice A. Cox, Jr. --- For
1.2 Elect Director Nancy-Ann Min Deparle --- For
1.3 Elect Director Ronald W. Dollens --- For
1.4 Elect Director Enrique C. Falla --- For
1.5 Elect Director Kristina M. Johnson, Ph.D. --- For
Ratify Auditors Mgmt For Yes
Expense Stock Options ShrHoldr For No

IAC / INTERACTIVECORP *IACI* CUSIP 45840Q101, 06/23/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director Richard N. Barton --- For
1.2 Elect Director Robert R. Bennett --- Withhold
1.3 Elect Director Edgar Bronfman, Jr. --- Withhold
1.4 Elect Director Barry Diller --- Withhold
1.5 Elect Director Victor A. Kaufman --- Withhold
1.6 Elect Director Donald R. Keough --- For
1.7 Elect Director Marie-Josee Kravis --- For
1.8 Elect Director John C. Malone --- For
1.9 Elect Director Steven Rattner --- For
1.10 Elect Director Gen. H.N. Schwarzkopf --- For
1.11 Elect Director Alan G. Spoon --- For
1.12 Elect Director Diane Von Furstenberg --- Withhold
Ratify Auditors Mgmt For Yes

Integrated Circuit Systems, Inc. *ICST* CUSIP 45811K208, 10/29/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
1.1 Elect Director Hock E. Tan --- For
1.2 Elect Director Nam P. Suh, Ph.D. --- For

JETBLUE AIRWAYS CORP *JBLU* CUSIP 477143101, 05/26/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes

Microsoft Corp. *MSFT* CUSIP 594918104, 11/11/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

1   Elect Directors Mgmt No
1.1 Elect Director William H. Gates, Iii --- For
1.2 Elect Director Steven A. Ballmer --- For
1.3 Elect Director James I. Cash, Jr., Ph.D. --- For
1.4 Elect Director Raymond V. Gilmartin --- For
1.5 Elect Director Ann Mclaughlin Korologos --- For
1.6 Elect Director David F. Marquardt --- For
1.7 Elect Director Charles H. Noski --- For
1.8 Elect Director Dr. Helmut Panke --- For
1.9 Elect Director Wm. G. Reed, Jr. --- For
1.10 Elect Director Jon A. Shirley --- Withhold
Amend Omnibus Stock Plan Mgmt For Yes
Amend Non-Employee Director Stock Option Plan Mgmt For Yes
Refrain From Giving Charitable Contributions ShrHoldr Abstain No

Nam Tai Electronics, Inc. *NTE* CUSIP 629865205, 06/11/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Approval Of The Selection Deloitte Touche Tohmatsu As Independent Accountants Mgmt For Yes

Nextel Communications, Inc. *NXTL* CUSIP 65332V103, 05/27/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Amend Employee Stock Purchase Plan Mgmt For Yes

NII Holdings, Inc. *NIHD* CUSIP 62913F201, 04/28/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director Steven P. Dussek --- Withhold      
1.2 Elect Director Steven M. Shindler --- For      
Increase Authorized Common Stock Mgmt For Yes
Approve Omnibus Stock Plan Mgmt For Yes
Adjourn Meeting Mgmt Against No

Novellus Systems, Inc. *NVLS* CUSIP 670008101, 04/16/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Provision Of Non-Audit Services By Independent Auditors ShrHoldr Against Yes
Limit Executive Compensation ShrHoldr Against Yes

Open Solutions Inc. *OPEN* CUSIP 68371P102, 05/25/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes

Silicon Laboratories, Inc. *SLAB* CUSIP 826919102, 04/29/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes

TEMPUR-PEDIC INTL INC *TPX* CUSIP 88023U101, 06/22/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes

The DirecTV Group, Inc *DTV* CUSIP 25459L106, 06/02/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Approve Omnibus Stock Plan Mgmt For Yes
Approve Executive Incentive Bonus Plan Mgmt For Yes
Ratify Auditors Mgmt For Yes

United Health Group Incorporated *UNH* CUSIP 91324P102, 05/12/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Expense Stock Options ShrHoldr For No
Limit Awards To Executives ShrHoldr Against Yes

======Thornburg Investment Income Builder Fund ======

ALLTEL Corp. *AT* CUSIP 020039103, 04/22/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Ammend Eeo - Sexual Orientation ShrHoldr Abstain No

Altria Group, Inc. *MO* CUSIP 02209S103, 04/29/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Report On Product Warnings For Pregnant Women ShrHoldr Abstain No
Report On Health Risks Associated With Cigarette Filters ShrHoldr Abstain No
Political Contributions/Activities ShrHoldr Abstain No
Cease Use Of Light And Ultra Light In Cigarette Marketing ShrHoldr Abstain No
Place Canadian Style Warnings On Cigarette Packaging ShrHoldr Abstain No
Separate Chairman And Ceo Positions ShrHoldr Against Yes

Boston Properties Inc. *BXP* CUSIP 101121101, 05/05/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
1.1 Elect Director Mortimer B. Zuckerman --- For
1.2 Elect Director Carol B. Einiger --- For
1.3 Elect Director Alan B. Landis --- For
1.4 Elect Director Richard E. Salomon --- For
Declassify The Board Of Directors ShrHoldr For No

BP PLC (Form. Bp Amoco Plc ) *BP* CUSIP 055622104, 04/15/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
To Elect Mr A Burgmans As A Director Mgmt For Yes
Ratify Auditors Mgmt For Yes
To Amend The Articles Of Association Of The Company Mgmt For Yes
To Give Authority To Allot Shares Up To A Specified Amount Mgmt For Yes
To Give Authority To Allot A Limited Number Of Shares For Cash Mgmt For Yes
To Give Limited Authority For The Purchase Of Its Own Shares Mgmt For Yes
To Authorise The Use Of Treasury Shares For Employee Share Schemes Mgmt For Yes
To Approve The Directors Remuneration Report Mgmt For Yes
10  To Determine The Limit For The Aggregate Remuneration Mgmt For Yes
11  To Receive The Directors Annual Report And The Accounts Mgmt For Yes
12  To Prepare A Report Making Certain Disclosures Of Control And Risk ShrHoldr Against Yes

Chesapeake Corp. *CSK* CUSIP 165159104, 04/28/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes

Citigroup Inc. *C* CUSIP 172967101, 04/20/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Limit Executive Compensation ShrHoldr Against Yes
Report On Political Contributions/Activities ShrHoldr Against Yes
Prohibit Awards To Executives ShrHoldr Against Yes
Separate Chairman And Ceo Positions ShrHoldr Against Yes

CNOOC LTD *CEO* CUSIP 126132109, 03/16/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

To Subdivide Every One Issued And Unissued Share Of Hk$0.10 Mgmt For Yes

CNOOC LTD *CEO* CUSIP 126132109, 04/28/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

To Receive And Consider The Audited Accounts Mgmt For Yes
To Declare The Final Dividend For The Year Ended December 31, 2003 Mgmt For Yes
To Re-Elect Mr. Shouwei Zhou As Executive Director. Mgmt For Yes
To Re-Elect Professor Kenneth S. Courtis Mgmt For Yes
To Re-Elect Dr. Erwin Schurtenberger Mgmt For Yes
To Elect Mr. Evert Henkes Mgmt For Yes
Ratify Auditors Mgmt For Yes
To Grant A General Mandate To The Directors To Repurchase Shares Mgmt For Yes
To Grant A General Mandate To The Directors To Issue Mgmt Against No
10  To Extend The General Mandate Granted To The Directors To Issue Mgmt For Yes
11  To Amend The Articles Of Association Of The Company. Mgmt For Yes

CNOOC LTD *CEO* CUSIP 126132109, 06/14/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

To Receive And Consider The Audited Accounts Mgmt For Yes
To Re-Elect Mr. Shouwei Zhou Mgmt For Yes
To Re-Elect Professor Kenneth S. Courtis Mgmt For Yes
To Re-Elect Dr. Erwin Schurtenberger Mgmt For Yes
To Elect Mr. Evert Henkes Mgmt For Yes
Ratify Auditors Mgmt For Yes
To Grant A General Mandate To The Directors To Repurchase Shares Mgmt For Yes
To Grant A General Mandate To The Directors To Issue Mgmt Against No
To Extend The General Mandate Granted To The Directors To Issue Mgmt For Yes
10  To Amend The Articles Of Association Of The Company. Mgmt For Yes

Conagra Foods Inc. *CAG* CUSIP 205887102, 09/25/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Genetically Modified Organisms (Gmo) ShrHoldr Against Yes
Modify Current And Future Stock Option Plans ShrHoldr Against Yes
Submit Shareholder Rights Plan (Poison Pill) To Shareholder Vote ShrHoldr For No

H. J. Heinz Co. *HNZ* CUSIP 423074103, 09/12/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes

IHOP Corp. *IHP* CUSIP 449623107, 05/25/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes

Johnson & Johnson *JNJ* CUSIP 478160104, 04/22/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Cease Charitable Contributions ShrHoldr Against Yes

Lincoln National Corp. *LNC* CUSIP 534187109, 05/13/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Approve Deferred Compensation Plan Mgmt For Yes

Marathon Oil Corp *MRO* CUSIP 565849106, 04/28/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Report On Greenhouse Gas Emissions ShrHoldr Abstain No
Submit Severance Agreement (Change-In-Control) To Shareholder Vote ShrHoldr For No

Morgan Stanley *MWD* CUSIP 617446448, 04/20/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt Split No
1.1 Elect Director John W. Madigan --- Withhold      
1.2 Elect Director Dr. Klaus Zumwinkel --- For      
1.3 Elect Director Sir Howard Davies --- For      
Ratify Auditors Mgmt For Yes
Declassify The Board Of Directors ShrHoldr For No
Submit Severance Agreement (Change-In-Control) ShrHoldr For No
Report On Political Contributions/Activities ShrHoldr Against Yes

NiSource Inc. *NI* CUSIP 65473P105, 05/11/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes

Occidental Petroleum Corp. *OXY* CUSIP 674599105, 04/30/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Amend Non-Employee Director Restricted Stock Plan Mgmt For Yes
Prohibit Awards To Executives ShrHoldr Against Yes

Petroleo Brasileiro *PBR* CUSIP 71654V408, 03/29/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Approval Of The Management Report Mgmt For Yes
Approval Of The Capital Expenditures Budget For The Fiscal Year 2004. Mgmt For Yes
Approval Of The Distribution Of Results For The Fiscal Year 2003. Mgmt For Yes
Approval Of The Election Of Members To The Board Of Directors Mgmt For Yes
Approval Of The Increase In Capital Stock Mgmt For Yes
Approval Of The Increase In The Limit Of Authorized Capital Mgmt For Yes
Approval Of The Establishment Of The Compensation Of Management Mgmt For Yes

Pfizer Inc. *PFE* CUSIP 717081103, 04/22/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Approve Omnibus Stock Plan Mgmt For Yes
Report On Operational Impact Of Hiv/Aids, Tb, And Malaria Pandemic ShrHoldr Abstain No
Cease Political Contributions/Activities ShrHoldr Against Yes
Report On Political Contributions/Activities ShrHoldr Against Yes
Establish Term Limits For Directors ShrHoldr Against Yes
Report On Drug Pricing ShrHoldr Abstain No
Limit Awards To Executives ShrHoldr Against Yes
10  Amend Animal Testing Policy ShrHoldr Abstain No

PPG Industries, Inc. *PPG* CUSIP 693506107, 04/15/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes

Progress Energy, Inc. *PGN* CUSIP 743263105, 05/12/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Prohibit Awards To Executives ShrHoldr Against Yes

Scottish Power PLC *SPI* CUSIP 81013T705, 07/25/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Accept Financial Statements And Statutory Reports Mgmt For Yes
Approve Remuneration Report Mgmt For Yes
Elect Nick Rose As Director Mgmt For Yes
Elect Donald Brydon As Director Mgmt For Yes
Reelect Charles Smith As Director Mgmt For Yes
Reelect David Nish As Director Mgmt For Yes
Approve Pricewaterhousecoopers Llp As Auditors Mgmt For Yes
Authorize Eu Political Donations Up To Gbp 100,000 Mgmt For Yes
Authorize Issuance Of Equity Or Equity-Linked Securities Mgmt For Yes
10  Authorize 185,615,798 Shares For Share Repurchase Program Mgmt For Yes

The Bank Of New York Co., Inc. *BK* CUSIP 064057102, 04/13/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Amend Executive Incentive Bonus Plan Mgmt Against No
Report On Political Contributions ShrHoldr Against Yes
Limit Executive Compensation ShrHoldr Against Yes
Limit Composition Of Committee To Independent Directors ShrHoldr Against Yes
Submit Shareholder Rights Plan (Poison Pill) To Shareholder Vote ShrHoldr For No

Washington Mutual, Inc *WM* CUSIP 939322103, 04/20/04 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Ratify Auditors Mgmt For Yes
Limit Executive Compensation ShrHoldr Against Yes

Worthington Industries Inc. *WOR* CUSIP 981811102, 09/25/03 Meeting

  Proposal
Description

Proposed
By

Our
Vote

Agree With
Management

Elect Directors Mgmt For Yes
Amend Non-Employee Director Stock Option Plan Mgmt For Yes
Approve Stock Option Plan Mgmt For Yes
Amend Omnibus Stock Plan Mgmt For Yes
Ratify Auditors Mgmt For Yes



SIGNATURES

Pursuant to the requirements of the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant:   Thornburg Investment Trust  
       
       
By:   /s/ Brian J. McMahon  
       
    Brian J. McMahon  
    President and principal executive officer  
       
Date:   August 9, 2004  
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