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, C, & I
Thornburg Limited Term Municipal Fund, California Portfolio - Classes
A, C, & I
3. Investment Company Act File Number: No. 811-4302
Securities Act File Number: No. 002-89526
4. Last day of fiscal year for which this notice is filed: June 30,1997
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: N/A
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 8,168,627 $110,242,028
Thornburg Limited Muni. Fund - National Port. -
Class C 783,570 10,571,456
Thornburg Limited Muni. Fund - National Port. -
Class I 2,915,809 39,082,796
Thornburg Limited Muni. Fund - California Port. -
Class A 1,127,372 $14,459,413
Thornburg Limited Muni. Fund - California Port. -
Class C 360,237 4,597,051
Thornburg Limited Muni. Fund - California Port. -
Class I 309,314 3,929,541
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 8,168,627 $110,242,028
Thornburg Limited Muni. Fund - National Port. -
Class C 783,570 10,571,456
Thornburg Limited Muni. Fund - National Port. -
Class I 2,915,809 39,082,796
Thornburg Limited Muni. Fund - California Port. -
Class A 1,127,372 $14,459,413
Thornburg Limited Muni. Fund - California Port. -
Class C 360,237 4,597,051
Thornburg Limited Muni. Fund - California Port. -
Class I 309,314 3,929,541
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 2,018,378 $27,066,503
Thornburg Limited Muni. Fund - National Port. -
Class C 48,023 645,052
Thornburg Limited Muni. Fund - National Port. -
Class I 38,699 518,582
Thornburg Limited Muni. Fund - California Port. -
Class A 217,589 $2,764,826
Thornburg Limited Muni. Fund - California Port. -
Class C 9,592 121,990
Thornburg Limited Muni. Fund - California Port. -
Class I 1,831 23,299
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): $ 182,882,285
(ii) Aggregate price of shares issued in connection with dividend
reinvestment plans
(from Item 11, if applicable): + 31,140,252
(iii) Aggregate price of shares redeemed or repurchased during the
fiscal year
(if applicable): - $ 214,022,537
(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 / 3300
(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/ STEVEN J. BOHLIN - VICE PRESIDENT
STEVEN J. BOHLIN - VICE PRESIDENT
Date: AUGUST 20, 1997
* 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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