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RULE 24f-2 NOTICE FOR
LEGG MASON TOTAL RETURN TRUST, INC.
(1933 Act File No. 2-97908)
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1. The fiscal year for which the Notice is filed:
March 31, 1995
2. The number or amount of securities of the same class or series,
if any, which had been registered under the Securities Act of
1933 other than pursuant to this section but which remained
unsold at the beginning of such fiscal year:
None
3. The number or amount of securities, if any, registered
during such fiscal year other than pursuant to this
section:
None
4. The number or amount of securities sold during such
fiscal year:
$56,275,122 amount of capital stock ($.001 par value)
5. The number or amount of securities sold during such
fiscal year in reliance upon registration pursuant to
this section:
$56,275,122 amount of capital stock ($.001 par value)
6. The calculation of filing fee:
(a) The total amount of registered shares
of capital stock ($.001 par value) sold: $ 56,275,122
(b) Less the total amount of registered shares
of capital stock ($.001 par value)
redeemed or repurchased: $ (41,974,938)
(c) Difference (i.e., (a) less (b)): $ 14,300,184
(d) Filing fee pursuant to Section 6(b) of
1933 Act (Line (c) amount x 1/2900) $ 4,931.10
/s/ Marie K. Karpinski
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Marie K. Karpinski
Treasurer
Date: May 30, 1995
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May 30, 1995
Legg Mason Total Return Trust, Inc.
111 South Calvert Street
Baltimore, Maryland 21202
Dear Sir or Madam:
Legg Mason Total Return Trust, Inc. ("Company") is a corporation
organized under the laws of the State of Maryland by Articles of
Incorporation dated May 22, 1985, which Articles were amended November 8,
1985, April 24, 1992, and August 1, 1994. We understand that the Company
is about to file a Rule 24f-2 Notice pursuant to Rule 24f-2 under the
Investment Company Act of 1940, as amended, for the purpose of making
definite the number of shares of its capital stock, par value $.001 per
share ("Shares"), which it has registered under the Securities Act of
1933, as amended, and which were sold during the fiscal year ended March
31, 1995.
We have, as counsel, participated in various corporate and other
matters relating to the Company. We have examined copies of the Articles
of Incorporation and By-Laws, as now in effect, the minutes of meetings of
the directors and other documents relating to the organization and
operation of the Company, and we are generally familiar with its affairs.
Based on the foregoing, it is our opinion that the Shares of the Company
sold during the fiscal year ended March 31, 1995, the registration of
which will be made definite by the filing of a Rule 24f-2 Notice, were
legally issued, fully paid and non-assessable. We express no opinion as
to compliance with the Securities Act of 1933, the Investment Company Act
of 1940 or applicable state securities laws in connection with the sales
of Shares.
We hereby consent to this opinion accompanying the Rule 24f-2
Notice which you are about to file with the Securities and Exchange
Commission. We also consent to the reference to our firm under the
caption "The Fund's Legal Counsel" in the statement of additional
information incorporated by reference into the prospectus of the Company
and filed as part of the Company's registration statement.
Very truly yours,
KIRKPATRICK & LOCKHART LLP
By:/s/ Arthur C. Delibert
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Arthur C. Delibert
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