As filed with the Securities and Exchange Commission on April 30, 1999.
1933 Act Registration File No. 2-78562
1940 Act Registration File No. 811-3526
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM N-lA
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No: [ ]
Post-Effective Amendment No: 23 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No: 21
LEGG MASON TAX EXEMPT TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
100 Light Street
Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (410) 539-0000
Copies to:
CHARLES A. BACIAGALUPO ARTHUR C. DELIBERT, ESQ.
100 Light Street Kirkpatrick & Lockhart LLP
Baltimore, Maryland 21202 1800 Massachusetts Ave., N.W.
(Name and Address of Second Floor
Agent for Service) Washington, D.C. 20036-1800
It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to Rule 485(b)
[X] on May 1, 1999 pursuant to Rule 485(b)
[ ] 60 days after filing pursuant to Rule 485(a)(i)
[ ] on May 1, 1999, pursuant to Rule 485(a)(i)
[ ] 75 days after filing pursuant to Rule 485(a)(ii)
[ ] on , 1999 pursuant to Rule 485(a)(ii)
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
<PAGE>
Legg Mason Tax-Exempt Trust, Inc.
Contents of Registration Statement
This registration statement consists of the following papers and documents.
Cover Sheet
Table of Contents
Cross Reference Sheet
Part A - Prospectus*
Part B - Statement of Additional Information*
Part C - Other Information
Signature Page
Exhibits
* Previously filed in Post-Effective Amendment No. 22 to the Registrant's
registration statement, SEC File No. 2-78562, on March 2, 1999.
<PAGE>
Legg Mason Tax Exempt Trust, Inc.
Form N-1A Cross Reference Sheet
Part A Item No. Prospectus Caption
PART A. ITEM NUMBER PROSPECTUS CAPTION
1. Front and Back Cover Pages Same
2. Risk/Return Summary: Investments, Investment Objective; Risks;
Risks and Performance Performance
3. Risk/Return Summary: Fee Table Fees and Expenses of the
Fund
4. Investment Objectives, Principal Investment Objective; Risks
Investment Strategies, and Related Risks
5. Management's Discussion of Fund Not Applicable
Performance
6. Management, Organization and Capital Management
Structure
7. Shareholder Information How to Invest; How to Sell Your Shares;
Account Policies; Services for
Investors; Dividends andTaxes
8. Distribution Arrangements Management
9. Financial Highlights Information Financial Highlights
PART B. ITEM NUMBER STATEMENT OF ADDITIONAL INFORMATION
CAPTION
10. Cover Page and Table of Contents Same
11. Fund History Description of the Fund and its
Shares
12. Description of the Fund and Its
Investments and Risks Investment Strategies and Risks; Fund
Policies
13. Management of the Fund Management of the Fund
14. Control Persons and Principal Management of the Fund
Holders of Securities
15. Investment Advisory and Other Investment Advisory Agreement; The
Services Fund's Distributor
16. Brokerage Allocation and Other Portfolio Transactions and Brokerage
Practices
17. Capital Stock and Other Securities Description of the Fund and its
Shares
18. Purchase, Redemption, and Pricing Additional Purchase and Redemption
of Shares Information; Valuation of Shares
19. Taxation of the Fund Additional Tax Information
20. Underwriters The Fund's Distributor
21. Calculation of Performance Data How The Fund's Yield is Calculated
22. Financial Statements Financial Statements
Part-C
- ------
Information required to be included in Part C is set forth under the appropriate
item, so numbered, in Part C of this Registration Statement.
<PAGE>
Legg Mason Tax Exempt Trust, Inc.
Part C. Other Information
-----------------
Item 23. Exhibits
(1) (a) Charter (1)
(b) Charter Amendment (1)
(2) (a) Amended By-Laws (1)
(b) Amendment to By-Laws (effective May 10, 1991) (1)
(3) Specimen Security - not applicable
(4) Investment Advisory and Management Agreement (1)
(5) (a) Underwriting Agreement (1)
(b) Underwriting Agreement (1)
(6) Bonus, profit sharing or pension plans - none
(7) Custodian Agreement (1)
(8) (a) Transfer Agent and Service Agreement (1)
(9) (a) Opinion and Consent of Counsel (1)
(b) Consent of Counsel--filed herewith
(10) Consent of Independent Accountants (2)
(11) Financial statements omitted from Item 22 -- none
(12) Not Applicable
(13) (a) Amended Plan pursuant to Rule 12b-1 (1)
(14) Financial Data Schedule (2)
(15) Plan pursuant to Rule 18f-3 - none
(1) Incorporated herein by reference to corresponding Exhibit of Post-Effective
Amendment No. 20 to the Registration Statement filed on May 1, 1997.
(2) Incorporated herein by reference to the corresponding Exhibit of
Post-Effective Amendment No. 22 to Registrant's registration statement, as
electronically filed on March 2, 1999.
Item 24. Persons Controlled By or Under Common Control with Registrant
-------------------------------------------------------------
None
Item 25. Indemnification
----------------
Article Thirteenth of the Registrant's Articles of Incorporation provides:
"The Corporation shall indemnify its present and past directors, officers,
employees, and agents, and persons who are serving or have served at the request
of the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or enterprise, to the maximum
extent permitted by applicable law, in such manner as may be provided in the
By-Laws; provided, that no director, officer, investment adviser or principal
underwriter of the Corporation shall be indemnified in violation of Section
17(i) of the 1940 Act. The Corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer or employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity or arising out of his status as such,
whether or not the Corporation would have the power to indemnify him against
such liability."
Article X of the Registrant's By-laws provides: "The Corporation shall
indemnify its present and past directors, officers, employees, and agents, and
persons who are serving or have served at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or enterprise, to the maximum extent provided and allowed by Md.
Corp. and Assns. Code ss.2-418, as amended from time to time, or any other
applicable provision of law. Notwithstanding anything herein to the contrary, no
director, officer, investment adviser or principal underwriter of the
Corporation shall be indemnified in violation of Section 17(i) of the Investment
Company Act of 1940, as amended. The directors of the corporation may provide
such liability insurance to the persons named herein as is
<PAGE>
authorized by the Corporation's Articles of Incorporation."
Pursuant to the Registrant's agreement with its principal underwriter, the
Registrant has agreed to indemnify the underwriter from and against any and all
claims, demands, liabilities and expenses (including the cost of investigating
or defending such claims, demands or liabilities and any counsel fees incurred
in connection therewith) which it or any controlling person may incur, under the
Investment Company Act of 1940, or under common law or otherwise, arising out of
or based upon any alleged untrue statement of a material fact contained in the
Registrant's registration statement or prospectus or arising out of or based
upon any alleged omission to state a material fact required to be stated in
either thereof or necessary to make the statements in either thereof not
misleading; provided, however, that the indemnity agreement, to the extent that
it might require indemnity of any person who is a controlling person and who is
also a director of the Registrant, may not inure to the benefit of such person
unless a court of competent jurisdiction shall determine, or its shall have been
determined by controlling precedent, that such result would not be against
public policy as expressed in the Investment Company Act of 1940; and further
provided that in no event shall anything contained in the indemnity agreement be
so construed as to protect the underwriter against any liability to the
Registrant or its security holders to which the underwriter would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence, in the
performance of its duties, or by reason of its reckless disregard of any
obligations and duties under the underwriting agreement.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
The Registrant intends to purchase on behalf of its directors and officers
insurance against any liability resulting from their service in these capacities
to the extent permissable under the Articles and By-laws.
Item 26. Business and Connections of Manager and Investment Adviser
Legg Mason Capital Management, Inc. ("LMCM"), the Registrant's investment
adviser, is a registered investment adviser incorporated on October 4, 1982.
LMCM is engaged primarily in the investment advisory business. LMCM serves as
investment adviser for four open-end investment companies and private accounts.
Information as to the officers and directors of LMCM is included in its Form ADV
filed on September 23, 1997 with the Securities and Exchange Commission
(registration number 801-18115) and is incorporated herein by reference.
Legg Mason Fund Adviser, Inc. ("LMFA"), the Registrant's administrator, is a
registered investment adviser incorporated on January 20, 1982. LMFA is engaged
primarily in the investment advisory business. LMFA serves as investment adviser
or manager for nineteen open-end investment companies. Information as to the
officers and directors of LMFA is included in its Form ADV filed on June 24,
1998 with the Securities and Exchange Commission (registration number 801-16958)
and is incorporated herein by reference.
Item 27. Principal Underwriters
(a) Legg Mason Cash Reserve Trust
Legg Mason Special Investment Trust, Inc.
<PAGE>
Legg Mason Value Trust, Inc.
Legg Mason Income Trust, Inc.
Legg Mason Total Return Trust, Inc.
Legg Mason Tax-Free Income Fund
Legg Mason Global Trust, Inc.
Legg Mason Investors Trust, Inc.
Legg Mason Focus Trust, Inc.
Legg Mason Light Street Trust, Inc.
LM Institutional Fund Advisors I, Inc.
LM Institutional Fund Advisors II, Inc.
(b) The following table sets forth information concerning each director and
officer of the Registrant's principal underwriter, Legg Mason Wood
Walker, Incorporated ("LMWW").
Position and Positions and
Name and Principal Offices with Offices with
Business Address* Underwriter - LMWW Registrant
Raymond A. Mason Chairman of the None
Board
John F. Curley, Jr. Vice Chairman Chairman of the
of the Board Board and Director
James W. Brinkley President and None
Director
Edmund J. Cashman, Jr. Senior Executive President and
Vice President and Director
Director
Richard J. Himelfarb Senior Executive Vice None
President and
Director
Edward A. Taber III Senior Executive Vice None
President and
Director
Robert A. Frank Executive Vice None
President and
Director
Robert G. Sabelhaus Executive Vice None
President and
Director
Charles A. Bacigalupo Senior Vice None
President,
Secretary and
Director
F. Barry Bilson Senior Vice None
President and
Director
<PAGE>
Thomas M. Daly, Jr. Senior Vice None
President and
Director
Jerome M. Dattel Senior Vice None
President and
Director
Robert G. Donovan Senior Vice None
President and
Director
Thomas E. Hill Senior Vice None
One Mill Place President and
Easton, MD 21601 Director
Arnold S. Hoffman Senior Vice None
1735 Market Street President and
Philadelphia, PA 19103 Director
Carl Hohnbaum Senior Vice None
24th Floor President and
Two Oliver Plaza Director
Pittsburgh, PA 15222
William B. Jones, Jr. Senior Vice None
1747 Pennsylvania President and
Avenue, N.W. Director
Washington, D.C. 20006
Laura L. Lange Senior Vice None
President and
Director
Marvin H. McIntyre Senior Vice None
1747 Pennsylvania President and
Avenue, N.W. Director
Washington, D.C. 20006
Mark I. Preston Senior Vice None
President and
Director
Joseph Sullivan Senior Vice None
President and
Director
M. Walter D'Alessio, Jr. Director None
1735 Market Street
Philadelphia, PA 19103
W. William Brab Senior Vice None
President
Deepak Chowdhury Senior Vice None
255 Alhambra Circle President
Coral Gables, FL 33134
Harry M. Ford, Jr. Senior Vice None
President
<PAGE>
Dennis A. Green Senior Vice None
President
William F. Haneman, Jr. Senior Vice None
One Battery Park Plaza President
New York, New York 10005
Theodore S. Kaplan Senior Vice None
President and
General Counsel
Seth J. Lehr Senior Vice None
1735 Market St President
Philadelphia, PA 19103
Horace M. Lowman, Jr. Senior Vice None
President and
Asst. Secretary
Robert L. Meltzer Senior Vice None
One Battery Park Plaza President
New York, NY 10004
Jonathan M. Pearl Senior Vice None
1777 Reisterstown Rd. President
Pikesville, MD 21208
John A. Pliakas Senior Vice None
125 High Street President
Boston, MA 02110
Gail Reichard Senior Vice None
President
Timothy C. Scheve Senior Vice None
President and
Treasurer
Elisabeth N. Spector Senior Vice None
President
Robert J. Walker, Jr. Senior Vice None
200 Gibraltar Road President
Horsham, PA 19044
William H. Bass, Jr. Vice President None
Nathan S. Betnun Vice President None
John C. Boblitz Vice President None
Andrew J. Bowden Vice President None
D. Stuart Bowers Vice President None
<PAGE>
Edwin J. Bradley, Jr. Vice President None
Scott R. Cousino Vice President None
Joseph H. Davis, Jr. Vice President None
1735 Market Street
Philadelphia, PA 19380
Terrence R. Duvernay Vice President None
1100 Poydras St.
New Orleans, LA 70163
John R. Gilner Vice President None
Richard A. Jacobs Vice President None
C. Gregory Kallmyer Vice President None
Edward W. Lister, Jr. Vice President None
Marie K. Karpinski Vice President Vice President
and Treasurer
Mark C. Micklem Vice President None
1747 Pennsylvania Ave.
Washington, DC 20006
Hance V. Myers, III Vice President None
1100 Poydras St.
New Orleans, LA 70163
Gerard F. Petrik, Jr. Vice President None
Douglas F. Pollard Vice President None
K. Mitchell Posner Vice President None
1735 Market Street
Philadelphia, PA 19103
Carl W. Riedy, Jr. Vice President None
Jeffrey M. Rogatz Vice President None
Thomas E. Robinson Vice President None
Douglas M. Schmidt Vice President None
Robert W. Schnakenberg Vice President None
1111 Bagby St.
Houston, TX 77002
Henry V. Sciortino Vice President None
1735 Market St.
Philadelphia, PA 19103
<PAGE>
Chris Scitti Vice President None
Eugene B. Shephard Vice President None
1111 Bagby St.
Houston, TX 77002-2510
Lawrence D. Shubnell Vice President None
Alexsander M. Stewart Vice President None
One World Trade Center
New York, NY 10048
Robert S. Trio Vice President None
1747 Pennsylvania Ave.
Washington, DC 20006
William A. Verch Vice President None
Lewis T. Yeager Vice President None
Joseph F. Zunic Vice President None
* All addresses are 100 Light Street, Baltimore, Maryland 21202, unless
otherwise indicated.
(c) The Registrant has no principal underwriter which is not an
affiliated person of the Registrant or an affiliated person of
such an affiliated person.
Item 28. Location of Accounts and Records
State Street Bank and Trust Company
P. O. Box 1713
Boston, Massachusetts 02105
Item 29. Management Services
None
Item 30. Undertakings
Not applicable.
<PAGE>
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Fund, Legg Mason Tax Exempt Trust, Inc., has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Baltimore and State of
Maryland, on the 30th day of April, 1999.
LEGG MASON TAX EXEMPT TRUST, INC.
by: /s/ Marie K. Karpinski
Marie K. Karpinski
Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ John F. Curley Chairman of the Board April 30, 1999
- -------------------------- and Director
John F. Curley, Jr.*
/s/ Edmund J. Cashman Jr. President and Director April 30, 1999
- --------------------------
Edmund J. Cashman, Jr.
/s/ Richard G. Gilmore Director April 30, 1999
- --------------------------
Richard G. Gilmore*
/s/ Arnold L. Lehman Director April 30, 1999
- --------------------------
Arnold L. Lehman*
/s/ Jill E. McGovern Director April 30, 1999
- --------------------------
Jill E. McGovern*
/s/ T.A. Rodgers Director April 30, 1999
- --------------------------
T.A. Rodgers*
/s/ Marie K. Karpinsk Vice President April 30, 1999
- -------------------------- and Treasurer
Marie K. Karpinski
*Signatures affixed by Marie K. Karpinski pursuant to powers of attorney, dated
May 8, 1998, a copy of which is filed herewith.
<PAGE>
POWER OF ATTORNEY
I, the undersigned Director/Trustee of the following investment companies:
LEGG MASON CASH RESERVE TRUST LEGG MASON VALUE TRUST, INC.
LEGG MASON INCOME TRUST, INC. LEGG MASON TOTAL RETURN TRUST, INC.
LEGG MASON GLOBAL TRUST, INC. LEGG MASON SPECIAL INVESTMENT
TRUST, INC.
LEGG MASON TAX EXEMPT TRUST, INC. LEGG MASON INVESTORS TRUST, INC.
LEGG MASON TAX-FREE INCOME FUND
plus any other investment company for which Legg Mason Fund Adviser, Inc. acts
as investment adviser or manager and for which the undersigned individual serves
as Director/Trustee hereby severally constitute and appoint each of MARIE K.
KARPINSKI, KATHI D. BAIR, ARTHUR J. BROWN and ARTHUR C. DELIBERT my true and
lawful attorney-in-fact, with full power of substitution, and with full power to
sign for me and in my name in the appropriate capacity, any Registration
Statements on Form N-1A, all Pre-Effective Amendments to any Registration
Statements of the Funds, any and all subsequent Post-Effective Amendments to
said Registration Statements, any supplements or other instruments in connection
therewith, to file the same with the Securities and Exchange Commission and the
securities regulators of appropriate states and territories, and generally to do
all such things in my name and behalf in connection therewith as said
attorney-in-fact deems necessary or appropriate, to comply with the provisions
of the Securities Act of 1933 and the Investment Company Act of 1940, all
related requirements of the Securities and Exchange Commission and all
requirements of appropriate states and territories. I hereby ratify and confirm
all that said attorney-in-fact or their substitutes may do or cause to be done
by virtue hereof.
WITNESS my hand on the date set forth below.
SIGNATURE DATE
/s/ Richard G. Gilmore May 8, 1998
- ---------------------------
Richard G. Gilmore
/s/ T. A. Rodgers May 8, 1998
- --------------------------
T. A. Rodgers
/s/ Charles F. Haugh May 8, 1998
- ---------------------------
Charles F. Haugh
/s/ Arnold L. Lehman May 8, 1998
- ---------------------------
Arnold L. Lehman
/s/ Jill E. McGovern May 8, 1998
- ---------------------------
Jill E. McGovern
/s/ Edward A. Taber, III May 8, 1998
- ---------------------------
Edward A. Taber, III
/s/ Edmund J. Cashman, Jr. May 8, 1998
- ---------------------------
Edmund J. Cashman, Jr.
/s/ John F. Curley, Jr. May 8, 1998
- ---------------------------
John F. Curley, Jr.
/s/ Raymond A. Mason May 8, 1998
- ---------------------------
Raymond A. Mason
Exhibit 23(9)(b)
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, NW
2nd Floor
Washington, DC 20036
April 30, 1999
Legg Mason Tax Exempt Trust, Inc.
100 Light Street
Baltimore, MD 21202
Dear Sir or Madam:
We hereby consent to the incorporation by reference of our opinion dated
July 1, 1983, regarding certain matters in connection with the issuance of
shares by Legg Mason Tax-Exempt Trust, Inc. ("Company") in Post-Effective
Amendment No. 23 to the Company's Registration Statement, to be filed with the
Securities and Exchange Commission on April 30, 1999. We also consent to the
reference to our firm under the caption "The Fund's Legal Counsel" in the
Statement of Additional Information files as part of the Registration Statement.
Sincerely,
KIRKPATRICK & LOCKHART LLP
By /s/ Arthur C. Delibert
----------------------
Arthur C. Delibert
