THORNBURG LIMITED TERM MUNICIPAL FUND INC
24F-2NT, 1996-08-26
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                          U.S. SECURITIES & EXCHANGE COMMISSION
                                  Washington, D.C. 20549

                                        FORM 24F-2
                             Annual Notice of Securities Sold
                                  Pursuant to Rule 24F-2
                 Read instructions  at end of Form before  preparing
                                  Form. Please print or type.

1. Name and address of issuer:      THORNBURG LIMITED TERM MUNICIPAL
                                    FUND,INC.
                                    119 E. MARCY STREET - SUITE 202
                                    SANTA FE, NEW MEXICO 87501
2. Name of each series or class of funds for which this notice is
   filed:
   Thornburg Limited Term Municipal Fund, National Portfolio - 
   Classes A, B,& C
   Thornburg Limited Term Municipal Fund, California Portfolio - 
   Classes A, B,& C
3. Investment Company Act File Number:    No. 811-4302
   Securities Act File Number:            No. 2-89526
4. Last day of fiscal year for which this notice is filed:  June 30,1996
5. Check box if this notice is being filed more than 180 days after the      
   close of the issuer's fiscal year for purposes of reporting
   securities sold after the close of the fiscal year but before
   termination of the 24f-2 declaration:
6. Date of termination of issuer's declaration under rule 24f-2(a)(1), 
   if applicable (see Instruction A.6):   N/A
7. Number and amount of securities of the same class or series which had
   been registered under the Securities Act of 1933 other than pursuant         
   to rule 24f-2 in a prior fiscal year, but which remained unsold at    
   the beginning of the fiscal year:      NONE
8. Number and amount of securities registered during the fiscal year   
   other than pursuant to rule 24f-2:     NONE

9. Number and aggregate sale price of securities sold during the fiscal year:
                                                        Shares           Dollars
      Thornburg Limited Muni. Fund - National Port. -
      Class A                                          10,705,592   $145,136,212
      Thornburg Limited Muni. Fund - National Port. -
      Class B                                              46,556        637,007
      Thornburg Limited Muni. Fund - National Port. -
      Class C                                           1,097,905     14,863,668


      Thornburg Limited Muni. Fund - California Port. -
      Class A                                           1,028,241    $13,200,252
      Thornburg Limited Muni. Fund - California Port. -
      Class B                                              17,477        225,125
      Thornburg Limited Muni. Fund - California Port. -
      Class C                                             164,199      2,098,429

10. Number and aggregate sale price of securities sold during the fiscal year in
    reliance upon registration pursuant to rule 24f-2:
                                                           Shares        Dollars
      Thornburg Limited Muni. Fund - National Port. -
      Class A                                          10,705,592   $145,136,212
      Thornburg Limited Muni. Fund - National Port. -
      Class B                                              46,556        637,007
      Thornburg Limited Muni. Fund - National Port. -
      Class C                                           1,097,905     14,863,668

      Thornburg Limited Muni. Fund - California Port. -
      Class A                                           1,028,241    $13,200,252
      Thornburg Limited Muni. Fund - California Port. -
      Class B                                              17,477        225,125
      Thornburg Limited Muni. Fund - California Port. -
      Class C                                             164,199      2,098,429

11. Number and aggregate sale price of securities  issued during the fiscal year
    in connection with dividend  reinvestment  plans, if applicable 
    (see Instruction B.7):
                                                           Shares        Dollars
      Thornburg Limited Muni. Fund - National Port. -
      Class A                                           2,128,377    $28,634,345
      Thornburg Limited Muni. Fund - National Port. -
      Class B                                               1,871         25,134
      Thornburg Limited Muni. Fund - National Port. -
      Class C                                              31,748        427,775

      Thornburg Limited Muni. Fund - California Port. -
      Class A                                             227,171     $2,885,798
      Thornburg Limited Muni. Fund - California Port. -
      Class B                                                 352          4,458
      Thornburg Limited Muni. Fund - California Port. -
      Class C                                               4,010         50,090

12. Calculation of registration fee: 
    (i) Aggregate sale price of securities sold 
    during the fiscal year in reliance on rule 24f-2
    (from Item 10):                                                $ 176,160,693

    (ii) Aggregate price of shares issued in connection with dividend
    reinvestment plans (from Item 11, if applicable):            +    32,027,600

    (iii) Aggregate price of shares redeemed or repurchased during the
    fiscal year (if applicable):                                 - $ 208,188,293

    (iv)  Aggregate price of shares redeemed or repurchased and previously
    applied as a reduction to filing fees pursuant to rule 24e-2 
    (if applicable):                                             +             0

    (v)   Net aggregate price of securities sold and issued during the fiscal 
    year in reliance on rule 24f-2 {line (i), plus line (ii), less line (iii), 
    plus line (iv)} (if applicable):
                                                                 =             0

   (vi)   Multiplier prescribed by Section 6(b) of the Securities Act of 1933 
    or other applicable law or regulation (see Instruction C.6):
                                                                 x      1 / 2900

   (vii)  Fee due {line (i) or line (v) multiplied by
   line (vi)}:                                                   =            $0


Instruction: Issuers should complete lines (ii), (iii), (iv), and (v) 
only if the form is being filed within 60 days after the close of the issuer's 
fiscal year. See Instruction C.3.



13.Check box if fees are being remitted to the Commission's  lockbox  depository
as  described  in section 3a of the Commission's Rules of Informal and Other
Procedures (17 CFR 202.3a)

   Date of mailing or wire transfer of filing fees to the  Commission's  lockbox
   depository:


                                                           N/A (no fees are due)

   SIGNATURES

   This report has been signed below by the  following  persons on behalf of the
issuer and in the capacities and on the dates indicated.



   By (Signature & Title)* /s/ JOHN ARIOLA - ASSISTANT VICE PRESIDENT

   JOHN ARIOLA  -  ASSISTANT VICE PRESIDENT

   Date:  AUGUST 26, 1996

   *  Please print the name and title of the signing officer below the
      signature.








   WHITE                                    Attorneys and Counselors at Law
KOCH, KELLY                     William Booker Kelly       Carolyn R. Glick
     &                         John F. McCarthy, Jr.     Margaret A. Foster
   McCARTHY                        Benjamin Phillips  Julie A. Wittenberger
A Professional Association       David F. Cunningham
                               Albert V. Gonzales
                                          Janet Clow
                                 Kevin V. Reilly
                         Charles W. N. Thompson, Jr.        Special Counsel
                                    M. Karen Kilgore          Paul L. Bloom
                                Sandra J. Brinck
                                       Aaron J. Wolf
                                       Mary J. Walta


                                 August 16, 1996

Thornburg Limited Term Municipal Fund, Inc.
Thornburg Management Company, Inc.
119 East Marcy, Suite 202
Santa Fe, New Mexico  87501                               VIA HAND DELIVERY

     Re:  THORNBURG LIMITED TERM MUNICIPAL FUND, INC.
          Registration Statement on Form N-1A
     Registration Number Under the Securities Act of 1933:  2-89526
     Registration Number Under the Investment Company Act of 1940:  811-4302

Ladies and Gentlemen:

     You have  requested  our opinion with respect to the common stock $.001 par
value (the  "Shares")  of Thornburg  Limited  Term  Municipal  Fund,  Inc.  (the
"Company"),  which are registered  with the  Securities and Exchange  Commission
under  the  Securities  Act  of  1933,  as  amended,  by  the  above  referenced
registration statement (the "Registration Statement").

     We have examined the Company's  Articles of  Incorporation,  as amended and
supplemented  to  date,  and  its  Bylaws,  reviewed  records  of its  corporate
proceedings and made such other  investigations  as we have deemed  necessary to
enable us to render this opinion.

     Based on the foregoing, we are of the opinion that:
     1.           The Company is duly organized and existing as a corporation 
                  under the laws of the State of Maryland.
     2.           The  issue  and  sale  of  the  Shares,  as  provided  in  the
                  Registration Statement, have been duly and validly authorized,
                  and  assuming  that the  Shares  have  been  issued,  sold and
                  delivered   against  payment   therefor  as  provided  in  the
                  Registration  Statement,   the  Shares  are  duly  authorized,
                  legally and  validly  issued and  outstanding,  fully paid and
                  nonassessable.



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     We consent to be named in the Registration Statement, and in the Prospectus
which is a part  thereof,  as the attorneys who will pass upon the legal matters
in connection with the issuance of the Shares.

                                Very truly yours,



                                   CHARLES W. N. THOMPSON, JR.

CWNT:clc                                                    File No. 5787-001

433 Paseo de Peralta   P.O. Box 787, Santa Fe, NM 87504-0787   (505)982-4374
                     Fax Nos. (505) 982-0350; 984-8631


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