LEGG MASON
TAX EXEMPT TRUST, INC.
A money market fund seeking to produce high current
income exempt from federal income tax, to preserve
capital, and to maintain liquidity.
PROSPECTUS April 28, 2000
(Revised October 11, 2000)
THE ART OF INVESTING(sm)
As with all mutual funds, the Securities and Exchange Commission has not passed
upon the accuracy or adequacy of this prospectus, nor has it approved or
disapproved these securities. It is a criminal offense to state otherwise.
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T A B L E O F C O N T E N T S
About the fund:
1 Investment objective
2 Principal risks
3 Performance
4 Fees and expenses of the fund
5 Management
About your investment:
6 How to invest
7 How to sell your shares
9 Account policies
10 Services for investors
11 Distributions and taxes
12 Financial highlights
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LEGG MASON TAX EXEMPT TRUST, INC.
[icon] I N V E S T M E N T O B J E C T I VE
Investment objective: High current income exempt from federal income tax,
preservation of capital, and maintenance of liquidity. The fund is a money
market fund that seeks to maintain a constant net asset value of $1.00 per
share.
Principal investment strategies: To achieve its objective, the fund adheres to
the following practices:
o it invests primarily in short-term, high-quality municipal obligations,
the interest on which is exempt from federal income tax and is not a
tax preference item for purposes of the federal alternative minimum
tax.
o as a fundamental policy, except during defensive periods, it maintains
at least 80% of its assets invested in municipal obligations that have
remaining maturities of one year or less or that are variable or
floating rate demand notes. Variable and floating rate securities are
securities whose interest rates change at specified intervals so they
approximate current market rates.
o it invests the balance of its assets in municipal obligations that have
remaining maturities of 397 days or less or that are variable or
floating rate demand notes.
o it maintains a dollar-weighted average maturity of 90 days or less.
o it limits its investments to obligations that present minimal credit
risk in the opinion of the adviser and are rated in one of the two
highest short-term ratings categories by at least two nationally
recognized statistical rating organizations ("NRSROs"), such as Moody's
Investors Service, Inc., ("Moody's") or Standard & Poor's ("S&P") or
one NRSRO if only rated by one. If a security is unrated by any NRSRO,
the adviser may determine the security to be of comparable quality.
o it may invest, to a limited extent, in taxable short-term money market
instruments.
The fund may invest in securities issued by or on behalf of the states,
territories and possessions of the United States and the District of Columbia
and their political subdivisions, agencies, instrumentalities or authorities.
These debt obligations generally are issued to obtain funds for various public
purposes, including constructing a wide range of public facilities, refunding
outstanding obligations, obtaining funds for general operating expenses and
making loans to other public institutions and facilities. Municipal obligations
in which the fund may invest include, but are not limited to:
o revenue bonds.
o general obligation bonds.
o private activity bonds.
o tax anticipation notes.
o bond anticipation notes.
o revenue anticipation notes.
The fund does not intend to invest more than 25% of its net assets in:
o municipal obligations whose issuers are in the same state;
o municipal obligations that are repayable out of revenue streams
generated from economically related projects or facilities; or
o private activity bonds issued by issuers in the same industries. For
purposes of this restriction, there is no limitation on investments in
U.S. Treasury securities or other obligations issued or guaranteed by
the U.S. Government or its agencies or instrumentalities.
For temporary defensive purposes, the fund may invest up to 100% of its assets
in U. S. Government securities and other taxable short-term instruments. If the
fund invests substantially in such instruments, the fund may not be pursuing its
principle investment strategies and the fund may not achieve its investment
objective.
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[icon] P R I N C I P A L R I S K S
In general:
There is no assurance the fund will meet its investment objective. Although the
fund seeks to maintain a net asset value of $1.00 per share, investors could
lose money by investing in the fund. As with all mutual funds, an investment in
the fund is not insured or guaranteed by the Federal Deposit Insurance
Corporation or any other government agency.
Interest rate risk:
Interest rate risk is the possibility that the market prices of the fund's
investments may decline due to an increase in interest rates. Generally, the
longer the maturity of an obligation, the greater the effect on its value when
rates change.
Certain securities pay interest at variable or floating rates. Variable rate
securities reset at specified intervals, while floating rate securities reset
whenever there is a change in a specified index rate. These reset provisions
generally reduce the effect of market interest rates on the value of the
security.
Credit risk:
Credit risk is the risk that an issuer of securities will be unable to pay
principal and interest when due, or that the value of the security will suffer
because investors believe the issuer is less able to pay. This is broadly gauged
by the credit ratings of the securities in which the fund invests. However,
ratings are only the opinions of the private companies issuing them and are not
absolute guarantees as to quality.
The fund considers the "issuer" of a municipal obligation to be the entity
responsible for payment. Thus, the District of Columbia, each state, each
political subdivision, agency, instrumentality and authority thereof, and each
multi-state agency of which a state is a member is a separate "issuer" as that
term is used in this prospectus. In certain circumstances, the non-government
user of facilities financed by private activity bonds is considered to be the
issuer.
Other risks:
Not all obligations of the U.S. Government, its agencies and instrumentalities
are backed by the full faith and credit of the United States; some are backed
only by the credit of the issuing agency or instrumentality. The credit quality
of private activity bonds is usually directly related to the credit standing of
the corporate user of the facilities. Accordingly, there may be some risk of
default by the issuer.
Current efforts to restructure the federal budget and the relationship between
the federal government and state and local governments may adversely impact the
financing of some issuers of municipal securities. Some states and localities
are experiencing substantial deficits and may find it difficult for political or
economic reasons to increase taxes. Efforts are also under way that may result
in a restructuring of the federal income tax system. These developments could
reduce the value of all municipal securities, or the securities of particular
issuers.
The fund is not intended to be a balanced investment program and is not designed
for investors who are unable to benefit from tax-exempt income, such as
qualified retirement plans and individual retirement accounts. The fund is not
appropriate for investors seeking capital appreciation or maximum tax-exempt
income irrespective of fluctuations in principal.
The fund is not an appropriate investment for "substantial users" of certain
facilities financed by private activity bonds or persons related to such
"substantial users." For more information, see the "Additional Tax Information"
section in the Statement of Additional Information.
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[icon] P E R F O R M A N C E
The information below provides an indication of the risks of investing in the
fund by showing changes in its performance from year to year. Annual returns
assume reinvestment of dividends and distributions, if any. Historical
performance of the fund does not necessarily indicate what will happen in the
future.
Year by year total return as of December 31 of each year (%):
1990 5.30
1991 3.93
1992 2.34
1993 1.75
1994 2.25
1995 3.17
1996 2.85
1997 2.95
1998 2.75
1999 2.56
During the past ten calendar years:
Quarter Ended Total Return
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Best quarter: December 31, 1990 1.34%
Worst quarter: March 31, 1993 0.42%
For the fund's current seven-day yield, call toll-free 1-800-822-5544.
AVERAGE ANNUAL TOTAL RETURNS AS OF DECEMBER 31, 1999:
1 Year 2.56%
5 Years 2.86%
10 Years 2.99%
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[icon] F E E S A N D E X P E N S E S O F T H E F U N D
The table below describes the fees and expenses you will incur directly or
indirectly as an investor in the fund. The fund pays operating expenses directly
out of its assets so they lower the fund's dividends. Other expenses include
transfer agency, custody, professional and registration fees. The fund has no
sales charge or redemption fee, but is subject to a Rule 12b-1 service fee.
Annual Fund Operating Expenses
(expenses that are deducted from fund assets)
-------------------------------------------
Management fees 0.50%
Service (12b-1) fee 0.20%(a)
Other Expenses 0.11%
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Total Annual Fund Operating Expenses 0.81%
(a) Legg Mason Wood Walker, Incorporated has agreed to waive 0.10% of the 12b-1
service fee indefinitely, reducing total expenses from 0.81% to 0.71%.
Example:
This example helps you compare the cost of investing in the fund with the cost
of investing in other mutual funds. Although your actual costs may be higher or
lower, you would pay the following expenses on a $10,000 investment in the fund,
assuming (1) a 5% return each year, (2) the fund's operating expenses remain the
same as shown in the table above, and (3) you redeem all of your shares at the
end of the time periods shown.
1 Year 3 Years 5 Years 10 Years
------ ------- ------- --------
$ 83 $ 259 $ 450 $1,002
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[icon] M A N A G E M E N T
Management and Adviser:
Legg Mason Fund Adviser, Inc. ("LMFA"), 100 Light Street, Baltimore, Maryland
21202, is the manager of the fund. As manager, LMFA is responsible for
investment management and administrative services and for overseeing the fund's
relationships with outside service providers, such as the custodian, transfer
agent, accountants and lawyers. LMFA has been registered as an investment
adviser since 1982.
Legg Mason Trust, fsb ("LM Trust"), 100 Light Street, Baltimore, Maryland 21202,
is the investment adviser to the fund. As adviser, LM Trust is responsible for
investment management of the fund, including the responsibility for making
investment decisions and placing orders to buy, sell or hold a particular
security. LM Trust acts as investment adviser to investment companies and
private accounts with aggregate assets of approximately $1.3 billion as of June
30, 2000.
On June 1, 2000, LMFA and LM Trust replaced Legg Mason Capital Management, Inc.
("LMCM") as manager and investment adviser for the fund. The advisory personnel
who previously managed the fund as employees of LMCM continue to do so as
employees of LM Trust. The fund pays LMFA an advisory fee equal to an annual
rate of 0.50% of the fund's average daily net assets. LMFA pays LM Trust an
advisory fee equal to an annual rate of 0.45% of the fund's average daily net
assets. For the fiscal year ended December 31, 1999, the fund paid LMCM a fee
equal to an annual rate of 0.50% of the fund's average daily net assets and LMCM
paid LMFA an administrative fee equal to an annual rate of 0.05% of the fund's
average daily net assets.
Distributor of the fund's shares:
Legg Mason Wood Walker, Incorporated ("Legg Mason"), 100 Light Street,
Baltimore, Maryland 21202, distributes the fund's shares. The fund has adopted a
plan under Rule 12b-1 that allows it to pay distribution and/or shareholder
service fees for the sale of its shares and for services provided to
shareholders not to exceed an annual rate of 0.20% of the fund's average daily
net assets. However, Legg Mason has agreed that it will waive 0.10% of the 12b-1
service fee indefinitely. The fees are calculated daily and paid monthly.
Because these fees are paid out of the fund's assets on an ongoing basis, over
time these fees will increase the cost of your investment and may cost you more
than paying other types of sales charges.
Legg Mason may enter into agreements with other brokers to sell shares of the
fund. Legg Mason pays these brokers up to 90% of the service fee that it
receives from the fund for those sales.
LM Trust, LMFA and Legg Mason are wholly owned subsidiaries of Legg Mason, Inc.,
a financial services holding company.
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[icon] H O W T O I N V E S T
To open an account, contact a Legg Mason Financial Advisor, Legg Mason Funds
Investor Services ("FIS") or another entity that has entered into an agreement
with Legg Mason to sell shares of the fund. The minimum initial investment is
$1,000 and the minimum for each purchase of additional shares is $500.
Certain investment methods may be subject to lower minimum initial and
additional investments. Arrangements may also be made with some employers and
financial institutions for regular automatic monthly investments of $50 or more
in shares of the fund. Contact your financial adviser or FIS with any questions
regarding your investment options.
Once your account is open, you may use the following methods to purchase shares
of the fund:
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In Person Give your financial adviser a check for $500 or more
payable to the fund.
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Mail Mail your check, payable to the fund, for $500 or more
to your financial adviser or to Legg Mason Funds
Investor Services at P.O. Box 17023, Baltimore, MD
21297-0356.
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Telephone or Wire Call your financial adviser or FIS at 1-800-822-5544
to transfer available cash balances in your brokerage
account or to transfer money from your bank directly.
Wire transfers may be subject to a service charge by
your bank.
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Internet or FIS clients may purchase shares of the fund through
Telefund Legg Mason's Internet site at
http://www.leggmasonfunds.com or through a telephone
account management service "TeleFund" at
1-877-6-LMFUNDS.
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Future First Contact a Legg Mason Financial Advisor to enroll in
Systematic Legg Mason's Future First Systematic Investment Plan.
Investment Plan Under this plan, you may arrange for automatic monthly
investments in the fund of $50 or more. The transfer
agent will transfer funds monthly from your Legg Mason
account or from your checking/savings account to
purchase shares of the fund.
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Automatic Arrangements may be made with some employers and
Investments financial institutions for regular automatic monthly
investments of $50 or more in shares of the fund. You
may also reinvest dividends from certain unit
investment trusts in shares of the fund.
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Investments made through entities other than Legg Mason may be subject to
transaction fees or other purchase conditions established by those entities. You
should consult their program literature for further information.
Purchase orders received in federal funds form, by either your Legg Mason
Financial Advisor or the entity offering the fund, on any day that the New York
Stock Exchange is open, will be processed as follows:
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If the purchase order is received Shares will be Such shares will
purchased at the begin to earn
net asset value dividends on the
next determined on
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Before 12:00 noon Eastern time same day same day
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12 noon or after, but before
4:00 p.m. Eastern time same day next day
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4:00 p.m. or after, Eastern time next day next day
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If you do not make payment in federal funds, your order will be processed when
payment is converted into federal funds, which is usually completed in two days,
but may take up to ten days. Most bank wires are federal funds.
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[icon] H O W T O S E L L Y O U R S H A R E S
You may use any of the following methods to sell shares of the fund:
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Telephone Call your financial adviser or FIS at 1-800-822-5544 or
another authorized entity offering the fund and request
redemption. Please have the following information ready when
you call: the name of the fund, the number of shares (or
dollar amount) to be redeemed and your shareholder account
number.
Proceeds will be credited to your brokerage account or a
check will be sent to you, at your direction, at no charge to
you. Wire requests will be subject to a fee of $12. Be sure
that your financial adviser has your bank account information
on file.
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Internet or FIS clients may request a redemption of fund shares through
TeleFund Legg Mason's Internet site at http://www.leggmasonfunds.com
or through TeleFund at 1-877-6-LMFUNDS.
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Mail Send a letter to the fund requesting redemption of your
shares. The letter should be signed by all of the owners of
the account and their signatures guaranteed without
qualification. Redemption requests for shares valued at
$10,000 or more or when proceeds are to be paid to someone
other than the accountholder will require a signature
guarantee. You may obtain a signature guarantee from most
banks or securities dealers.
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Checkwriting The fund offers a free checkwriting service. You may write
checks to anyone in amounts of $250 or more. The fund's
transfer agent will redeem sufficient shares from your
account to pay the checks. You will continue to earn
dividends on your shares until the check clears at the
transfer agent. Please do not use your checks to close your
account.
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Securities Legg Mason has special redemption procedures for investors
Purchases at who wish to purchase stocks, bonds or other securities at
Legg Mason Legg Mason. Once you've placed an order for securities, and
have not indicated any other payment method, fund shares will
be redeemed on the settlement date for the amount due. Fund
shares may also be redeemed to cover debit balances in your
brokerage account.
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The fund will follow reasonable procedures to ensure the validity of any
telephone or Internet redemption request, such as requesting identifying
information from callers or employing identification numbers. Unless you specify
that you do not wish to have telephone redemption privileges, you may be held
responsible for any fraudulent telephone order.
Fund shares will be sold at the next net asset value calculated after your
redemption request is received by your financial adviser, FIS or another
authorized entity offering the fund.
Redemption orders will be processed promptly. You will generally receive the
proceeds within a week. Normally, proceeds from redemption orders received
before 11:00 a.m. Eastern time will be sent that same day. Payment of the
proceeds of redemptions of shares that were recently purchased by check or
acquired through reinvestment of distributions on such shares may be delayed for
up to 10 days from the purchase date in order to allow for the check to clear.
7
<PAGE>
Additional documentation may be required from corporations, executors,
partnerships, administrators, trustees or custodians.
Redemptions made through authorized entities other than Legg Mason may be
subject to transaction fees or other conditions established by those entities.
You should consult their program literature for further information.
The fund has reserved the right under certain conditions to redeem its shares in
kind by distributing portfolio securities in payment for redemptions.
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[icon] A C C O U N T P O L I C I E S
Calculation of net asset value:
To calculate the fund's share price, the fund's assets are valued and totaled,
liabilities are subtracted, and the resulting net assets are divided by the
number of shares outstanding. The fund seeks to maintain a share price of $1.00
per share. The fund is priced twice a day, as of 12:00 noon, Eastern time, and
at the close of regular trading on the New York Stock Exchange ("Exchange"),
normally 4:00 p.m., Eastern time, on every day the Exchange is open. The
Exchange is normally closed on all national holidays and Good Friday. Like most
other money market funds, the fund normally values its investments using the
amortized cost method.
Other:
Fund shares may not be held in, or transferred to, an account with any firm that
does not have an agreement with Legg Mason.
If your account falls below $500, the fund may ask you to increase your balance.
If, after 60 days, your account is still below $500, the fund may close your
account and send you the proceeds. The fund will not redeem accounts that fell
below $500 solely as a result of a reduction in net asset value per share.
The fund reserves the right to:
o reject any order for shares or suspend the offering of shares for a
period of time,
o change its minimum investment amounts, and
o delay sending out redemption proceeds for up to seven days. This
generally applies only in cases of very large redemptions or excessive
trading or during unusual market conditions. The fund may delay
redemptions beyond seven days, or suspend redemptions, only as
permitted by the Securities and Exchange Commission ("SEC").
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[icon] S E R V I C E S F O R I N V E S T O R S
For further information regarding any of the services below, please contact your
financial adviser or other authorized entity offering the fund for sale.
Account statements:
Legg Mason or the entity through which you invest will send you account
statements monthly unless there has been no activity in the account. Legg Mason
will send you statements quarterly if you participate in the Future First
Systematic Investment Plan or if you purchase shares through automatic
investments.
Systematic Withdrawal Plan:
If you are purchasing or already own shares with a net asset value of $5,000 or
more, you may elect to make systematic withdrawals from the fund. The minimum
amount for each withdrawal is $50. You should not purchase shares of the fund
when you are a participant in the plan.
Premier Account status:
Legg Mason offers a Premier Asset Management Account, which allows you to
combine your fund account with a preferred customer VISA Gold debit card, a Legg
Mason brokerage account with margin borrowing availability and unlimited
checkwriting with no minimum check amount. Other services include the ability to
automatically transfer free credit balances in your brokerage account to your
fund account and the automatic redemption of fund shares to offset debit
balances in your brokerage account. Legg Mason charges an annual fee for the
Premier Account, which is currently $85 for individuals and $100 for
corporations and businesses.
Exchange privilege:
Fund shares may be exchanged for shares of any of the other Legg Mason funds,
provided these funds are eligible for sale in your state of residence. You can
request an exchange in writing or by phone. Be sure to read the current
prospectus for any fund into which you are exchanging.
There is currently no fee for exchanges; however, you may be subject to a sales
charge when exchanging into a fund that has one. In addition, an exchange of the
fund's shares will be treated as a sale of the shares and any gain on the
transaction may be subject to tax.
The fund reserves the right to:
o terminate or limit the exchange privilege of any shareholder who makes
more than four exchanges from the fund in one calendar year.
o terminate or modify the exchange privilege after 60 days' notice to
shareholders.
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[icon] D I S T R I B U T I O N S A N D T A X E S
The fund declares dividends from its net investment income daily and pays them
monthly. Your dividends will be automatically reinvested in additional shares of
the fund, unless you elect to receive them in cash. To change your election, you
must notify the fund at least 10 days before the next dividend is to be paid.
The fund does not expect to realize any capital gain or loss; however, if the
fund realizes any net short-term capital gains, it will pay them at least once
every twelve months. If the postal or other delivery service is unable to
deliver your check, your dividend option will automatically be converted to
having all dividends reinvested in fund shares. No interest will accrue on
amounts represented by uncashed dividend or redemption checks. You may request
that your dividends be reinvested in shares of another Legg Mason fund.
Any dividends will be "exempt-interest" dividends if, at the close of each
quarter of the fund's taxable year, at least 50% of the value of its total
assets consists of certain obligations the interest on which is excludable from
gross income for federal income tax purposes. Exempt-interest dividends are
excludable from a shareholder's gross income; however, the amount of those
dividends must be reported on the recipient's federal income tax return.
Fund distributions of any net short-term capital gains are taxable to most
investors, whether received in cash or reinvested in additional shares of the
fund. Generally, those distributions will be taxable as ordinary income.
The sale or exchange of fund shares will not result in any gain or loss for the
shareholder to the extent the fund maintains a stable share price of $1.00.
To a limited extent, the fund may invest in securities that generate income that
is not exempt from federal or state income tax. Dividends derived from interest
on municipal obligations may not be exempt from income taxation under state or
local law. A tax statement will be sent to each investor at the end of each year
detailing the tax status of the investor's distributions.
The fund will withhold 31% of all taxable dividends payable to individuals and
certain other non-corporate shareholders who do not provide the fund with a
valid taxpayer identification number or who are otherwise subject to backup
withholding.
Because each investor's tax situation is different, please consult your tax
adviser about federal, state and local tax considerations.
11
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[icon] F I N A N C I A L H I G H L I G H T S
The financial highlights table is intended to help you understand the fund's
financial performance for the past five years. Total return represents the rate
that an investor would have earned (or lost) on an investment in the fund,
assuming reinvestment of all dividends and distributions. This information has
been audited by the fund's independent accountants, PricewaterhouseCoopers LLP,
whose report, along with the fund's financial statements, is incorporated by
reference into the Statement of Additional Information (see back cover) and is
included in the annual report. The annual report is available upon request by
calling toll-free 1-800-822-5544.
<TABLE>
<CAPTION>
Year ended December 31, 1999 1998 1997 1996 1995
----------------------- ---- ---- ---- ---- ----
The following information reflects financial results for a single share of the fund:
<S> <C> <C> <C> <C> <C>
Net asset value,
beginning of year: $1.00 $1.00 $1.00 $1.00 $1.00
----- ----- ----- ----- -----
Income from investment operations:
Net investment income .0252 .0271 .0292 .0282 .0313
Distributions:
Dividends from net investment
income: (.0252) (.0271) (.0292) (.0282) (.0313)
------- ------- ------- ------- -------
Net asset value, end of year. $1.00 $1.00 $1.00 $1.00 $1.00
===== ===== ===== ===== =====
Total return: 2.56% 2.75% 2.95% 2.85% 3.17%
Ratios/Supplemental Data:
Ratio of total expenses to average
net assets(a): .71% .72% .73% .64% .66%
Ratio of net expenses to average
net assets(b): .70% .71% .72% .64% .65%
Ratio of net investment income to
average net assets: 2.52% 2.71% 2.92% 2.82% 3.14%
Net assets, end of year
(in thousands): $374,853 $330,134 $307,371 $278,492 $224,656
(a) This ratio reflects total expenses before compensating balance credits.
(b) This ratio reflects expenses net of compensating balance credits.
</TABLE>
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Legg Mason
Tax Exempt Trust, Inc.
The following additional information about the fund is available upon request
and without charge:
Statement of Additional Information (SAI) - The SAI is filed with the SEC and is
incorporated by reference into (is considered part of) this prospectus. The SAI
provides additional details about the fund and its policies.
Annual and Semi-Annual Reports - Additional information about the fund's
investments is available in the fund's annual and semi-annual reports to
shareholders. In the fund's annual report, you will find a discussion of the
market conditions and investment strategies that significantly affected the
fund's performance during its last fiscal year.
To request the SAI or any reports to shareholders, or to obtain more
information:
o call toll-free 1-800-822-5544
o visit us on the Internet via http://www.leggmasonfunds.com
o write to us at: Legg Mason Wood Walker, Incorporated
100 Light Street, P.O. Box 1476
Baltimore, Maryland 21203-1476
Information about the fund, including the SAI, can be reviewed and copied at the
SEC's Public Reference Room in Washington, D.C. Information on the operation of
the Public Reference Room may be obtained by calling the SEC at 1-202-942-8090.
Reports and other information about the fund are available on the EDGAR database
on the SEC's Internet site at http://www.sec.gov. Investors may also obtain this
information, after paying a duplicating fee, by electronic request at the
following e-mail address: [email protected] or by writing the SEC's Public
Reference Section, Washington, D.C. 20549-0102.
LMF- SEC file number: 811-3526
