As Filed with the Securities and Exchange Commission
August 22, 1997
1933 Act Registration No. 333-30053
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Pre-Effective Amendment No. ___ Post-Effective Amendment No. 1
THORNBURG LIMITED TERM MUNICIPAL FUND, INC.
- --------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
119 East Marcy Street, Suite 202, Santa Fe, NM 87501
- ---------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Area Code and Telephone Number: (505) 984-0200
--------------
H. Garrett Thornburg, Jr.
119 East Marcy Street, Suite 202
Santa Fe, New Mexico 87501
- ---------------------------------------
(Name and Address of Agent for Service)
Charles W. N. Thompson, Jr.
White, Koch, Kelly & McCarthy, P. A.
Post Office Box 787
Santa Fe, New Mexico 87504-0787
- ------------------------------------
(Copies of all Correspondence)
It is proposed that this filing will become effective immediately upon
filing pursuant to Rule 485(b) under the Securities Act of 1933.
The Registrant has registered an indefinite amount of securities under
the Securities Act of 1933 pursuant to Rule 24(f) under the Investment
Company Act of 1940. Accordingly, no fee is payable herewith. Registrant
filed the notice required by Rule 24f-2 with respect to its fiscal year
ended June 30, 1996 on August 26, 1996, and proposes to file the notice
required by Rule 24f-2 with respect to its fiscal year ended June 30, 1997 on
August 22, 1997.
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EXPLANATORY NOTE
This Registration Statement includes two combined Prospectus/Proxy
Statements, which relate respectively to two of the Registrant's separate
series, THORNBURG INTERMEDIATE MUNICIPAL FUND and THORNBURG NEW YORK
INTERMEDIATE MUNICIPAL FUND. The two Prospectus/Proxy Statements, together
with the related Statements of Additional Information, were filed in
definitive form on August 6, 1997 in accordance with Rule 497, and are
incorporated herein by reference.
This post-effective amendment is made pursuant to the Registrant's
undertaking to file opinions of counsel supporting the tax consequences of
the proposed acquisitions of assets and issuance of shares described in this
Registration Statement. The form of opinion is filed as two exhibits to this
amendment, and is proposed to be delivered at the closing of the each of the
reorganizations.
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<PAGE>
THORNBURG LIMITED TERM MUNICIPAL FUND, INC.
(Thornburg Limited Term Municipal Fund National Portfolio)
Form N-14 Cross Reference Sheet
Part A. Prospectus/Proxy Statement
Item No. and Caption Statement Caption
1. Beginning of Registration Statement Cover Page
and Outside Front Cover Page of
Prospectus
2. Beginning and Outside Back Cover of Table of Contents
Prospectus
3. Fee Table, Synopsis Information and Summary of the Proposed
Risk Factors Reorganization; Principal
Risk Factors; Comparative
Fee Table; Comparison of
Investment Objectives,
Policies and Restrictions
of Mackenzie and Thornburg
Funds; Purchase,
Redemption and Exchange
Procedures of Mackenzie
and Thornburg Funds;
Comparative Information on
Shareholder Rights
4. Information About the Transaction Summary of the Proposed
Reorganization;
Information About the
Reorganization
5. Information About the Registrant Summary of the Proposed
Reorganization; Investment
Advisers and Distributors
of Mackenzie and Thornburg
Funds; Comparison of
Investment Objectives,
Policies and Restrictions
of Mackenzie and Thornburg
Funds; Principal Risk
Factors; Fees and Expenses
of Mackenzie and Thornburg
Thornburg Funds;
Comparative Fee Table;
Purchase, Redemption and
Exchange Procedures for
Mackenzie and Thornburg
Funds; Dividend Policies
of the Mackenzie and
Thornburg Funds;
Comparative Information on
Shareholder Rights;
Additional Information
About Mackenzie and
Thornburg Funds.
6. Information About the Company Summary of the Proposed
Being Acquired Reorganization; Investment
Advisers and Distributors
of Mackenzie and Thornburg
Funds; Comparison of
Investment Objectives,
Policies and Restrictions
of Mackenzie and Thornburg
Funds; Principal Risk
Factors; Fees and Expenses
of Mackenzie and Thornburg
Funds; Comparative Fee
Table; Purchase,
Redemption and Exchange
Procedures of Mackenzie
and Thornburg Funds;
Dividend Policies of
Mackenzie and Thornburg
Funds; Comparative
Information on Shareholder
Rights; Additional
Information about
Mackenzie and Thornburg
Funds.
7. Voting Information Information About the
Reorganization; Voting
Information
8. Interest of Certain Not Applicable
Persons and Experts
9. Additional Information Required for Not Applicable
Reoffering by Persons Deemed to be
Underwriters
Part B. Statement of Additional
Item No. and Caption Information Caption
10. Cover Page Cover Page
11. Table of Contents Not Applicable
12. Additional Information About Registrant Statement of Additional
Information of Thornburg
Limited Term Municipal
Fund, Inc., November 1,
1996, as revised
May 6, 1997.
13. Additional Information About the Company Statement of Additional
Being Acquired Information of Mackenzie
Series Trust, dated
October 25, 1996.
14. Financial Statements Annual Report of Thornburg
Limited Term Municipal
Fund National Portfolio,
June 30, 1996; Semiannual
Report of Thornburg
Limited Term Municipal
Fund National Portfolio,
December 31, 1996;
Annual Report of Mackenzie
Limited Term Municipal
Fund, June 30, 1996;
Semiannual Report of
Mackenzie Limited Term
Municipal Fund,
December 31, 1996.
<PAGE>
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>
<PAGE>
THORNBURG LIMITED TERM MUNICIPAL FUND, INC.
(Thornburg Limited Term Municipal Fund California Portfolio)
Form N-14 Cross Reference Sheet
Part A. Prospectus/Proxy Statement
Item No. and Caption Statement Caption
1. Beginning of Registration Statement Cover Page
and Outside Front Cover Page of
Prospectus
2. Beginning and Outside Back Cover of Table of Contents
Prospectus
3. Fee Table, Synopsis Information and Summary of the Proposed
Risk Factors Reorganization; Principal
Risk Factors; Comparative
Fee Table; Comparison of
Investment Objectives,
Policies and Restrictions
of Mackenzie and Thornburg
Funds; Comparative
Information on Shareholder
Rights
4. Information About the Transaction Summary of the Proposed
Reorganization;
Information About the
Reorganization
5. Information About the Registrant Summary of the Proposed
Reorganization; Investment
Advisers and Distributors
of Mackenzie and Thornburg
Funds; Comparison of
Investment Objectives,
Policies and Restrictions
of Mackenzie and Thornburg
Funds; Principal Risk
Factors; Fees and Expenses
of Mackenzie and Thornburg
Funds; Comparative Fee
Table; Purchase,
Redemption and Exchange
Procedures for the
Mackenzie and Thornburg
Funds; Dividend Policies
of Mackenzie and
Thornburg Funds;
Comparative Information on
Shareholder Rights;
Additional Information
About Mackenzie and
Thornburg Funds.
6. Information About the Company Summary of the Proposed
Being Acquired Reorganization; Investment
Advisers and Distributors
of Mackenzie and Thornburg
Funds; Comparison of
Investment Objectives,
Policies and Restrictions
of Mackenzie and Thornburg
Funds; Principal Risk
Factors; Fees and Expenses
of Mackenzie and Thornburg
Funds; Comparative Fee
Table; Purchase,
Redemption and Exchange
Procedures of Mackenzie
and Thornburg Funds;
Dividend Policies of
Mackenzie and Thornburg
Funds; Comparative
Information on Shareholder
Rights; Additional
Information about
Mackenzie and Thornburg
Funds.
7. Voting Information Information About the
Reorganization; Voting
Information
8. Interest of Certain Not Applicable
Persons and Experts
9. Additional Information Required for Not Applicable
Reoffering by Persons Deemed to be
Underwriters
Part B. Statement of Additional
Item No. and Caption Information Caption
10. Cover Page Cover Page
11. Table of Contents Not Applicable
12. Additional Information About Registrant Statement of Additional
Information of Thornburg
Limited Term Municipal
Fund, Inc., November 1,
1996, as revised
May 6, 1997.
13. Additional Information About the Company Statement of Additional
Being Acquired Information of Mackenzie
Series Trust, dated
October 25, 1996.
14. Financial Statements Annual Report of Thornburg
Limited Term Municipal
Fund California Portfolio,
June 30, 1996; Semiannual
Report of Thornburg
Limited Term Municipal
Fund California Portfolio,
December 31, 1996;
Annual Report of Mackenzie
California Municipal Fund,
June 30, 1996; Semiannual
Report of Mackenzie
California Municipal Fund,
December 31, 1996.
Pro forma financial
statements
<PAGE>
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>
<PAGE>
Part C
Other Information
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Item 15. Indemnification
- -------------------------
Reference is made to Article EIGHTH and paragraphs (e) and (f) of
Article SEVENTH of the Registrant's Articles of Incorporation previously
filed as Exhibit 1, to Article X of the Registrant's By-Laws previously
filed as Exhibit 2 and to Section 2-418 of the Maryland General Corporation
Law.
Reference is also made to Section 7 of the Distribution Agreement
previously filed as Exhibit 6(a).
The directors and officers (the "insureds") of both the Registrant and
the Adviser are insured under a joint directors and officers liability
policy. The policy covers amounts which the insureds become legally
obligated to pay by reason of any act, error, omission, misstatement,
misleading statement or neglect or breach of duty in the performance of
their duties as directors, trustees and officers. In addition, the policy
covers the Registrant and the Adviser to the extent that they have legally
indemnified the insureds for amounts incurred by the insureds as described
in the preceding sentence. The coverage excludes amounts that the insureds
become obligated to pay by reason of conduct which constitutes willful
misfeasance, bad faith, gross negligence or reckless disregard of the
insured's duty.
The application for the foregoing provisions is limited by the
following undertaking set forth in the rules promulgated by the Securities
and Exchange commission:
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 policies
expressed in such Act and that if 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 such Act and will be
governed by the final adjudication of such issue.
Item 16. Exhibits
- ------------------
(1) Articles of Incorporation, as amended, filed as exhibit (1) to
original Registration Statement on Form N-14 on June 25, 1997,
and incorporated herein by reference.
(2) By-laws, filed as exhibit (2) to original Registration Statement
on Form N-14 on June 25, 1997, and incorporated herein by
reference.
(3) Not applicable.
(4) Agreement and Plan of Reorganization - filed as Exhibit A
to each of the Prospectus/Proxy Statements, filed with original
Registration Statement on Form N-14 on June 25, 1997, and
incorporated herein by reference.
(5) Not applicable.
(6) (a) Form of Restated Investment Advisory Agreement incorporated
by reference from post-effective amendment no. 25 to
registrant's Registration Statement on Form N-1A, filed
August 30, 1996
(b) Form of Administrative Services Agreement, incorporated by
reference from post-effective amendment no. 25 to
registrant's Registration Statement on Form N-1A, filed
August 30, 1996
(7) Form of Underwriting Agreement, filed with original
Registration Statement on Form N-14 on June 25, 1997, and
incorporated herein by reference.
(8) Not applicable.
(9) Form of Custody Agreement, filed with pre-effective amendment
no. 1 to this Registration Statement on July 11, 1997, and
incorporated herein by reference.
(10) (a) Form of Class A Service Plan, filed with original
Registration Statement on Form N-14 on June 25, 1997,
and incorporated herein by reference.
(b) Multiple Class Plan pursuant to Rule 18f-3, as revised
June 9, 1997, filed with original Registration Statement
on Form N-14 on June 25, 1997, and incorporated herein
by reference.
(11) Opinion and consent of Koch, Kelly & McCarthy, P.A., filed with
original Registration Statement on Form N-14 on June 25, 1997,
and incorporated herein by reference.
(12) (a) Form of opinion and consent of Dechert Price & Rhoads,
relating to proposed acquisition of substantially all of the
assets of Mackenzie Limited Term Municipal Fund by Thornburg
Limited Term Municipal Fund National Portfolio.
(b) Form of opinion and consent of Dechert Price & Rhoads,
relating to proposed acquisition of substantially all of the
assets of Mackenzie California Municipal Fund by Thornburg
Limited Term Municipal Fund California Portfolio.
(13) Not applicable.
(14) (a) Consent of McGladrey & Pullen, LLP, independent auditors,
filed with original Registration Statement on Form N-14 on
June 25, 1997, and incorporated herein by reference.
(b) Consent of Coopers & Lybrand, L.L.P., independent auditors,
filed with original Registration Statement on Form N-14 on
June 25, 1997, and incorporated herein by reference.
(15) Not applicable.
(16) Powers of attorney, filed with pre-effective amendment no. 1 to
this Registration Statement on July 11, 1997, and incorporated
herein by reference.
(17) (a) Declaration pursuant to Rule 24f-2, filed with original
Registration Statement on Form N-14 on June 25, 1997,
and incorporated herein by reference.
(b) Proxy card (Mackenzie Limited Term Municipal Fund), filed
with original Registration Statement on Form N-14 on
June 25, 1997, and incorporated herein by reference.
(c) Proxy card (Mackenzie California Municipal Fund), filed
with original Registration Statement on Form N-14 on
June 25, 1997, and incorporated herein by reference.
Item 17. Undertakings
- ----------------------
(1) The undersigned registrant agrees that prior to any public
offering of the securities registered through the use of a
prospectus which is part of this registration statement by any
person or party who is deemed to be an underwriter within the
meaning of Rule 145(c) of the Securities Act of 1933, as
amended, the reoffering prospectus will contain the information
called for by the applicable registration form for reofferings
by person who may be deemed underwriters, in addition to the
information called for by the other items of the applicable
form.
(2) The undersigned registrant agrees that every prospectus that is
filed under paragraph (1) above will be filed as part of an
amendment to the registration statement and will not be used
until the amendment is effective, and that, in determining any
liability under the Securities Act of 1933, as amended, each
post-effective amendment shall be deemed to be a new
registration statement for the securities offered therein, and
the offering of the securities at that time shall be deemed to
be the initial bona fide offering of them.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant has duly caused this Registration Statement on Form
N-14 to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Santa Fe, and State of New Mexico on the 22nd
day of August, 1997. The Registrant represents that this amendment is filed
solely for one or more of the purposes specified in Rule 485(b)(1), and no
material event requiring disclosure in the prospectus/proxy statements has
occurred since the last date specified in Rule 485(b)(2).
THORNBURG LIMITED TERM MUNICIPAL FUND, INC.
Registrant
*
By __________________________________________
Brian J. McMahon, President
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the date indicated.
* *
- -------------------------------- -----------------------------------
Brian J. McMahon, President H. Garrett Thornburg, Jr., Chairman
and Principal Executive Officer Director, Treasurer and Principal
Financial and Accounting Officer
*
- --------------------------------
J. Burchenal Ault, Director
*
- --------------------------------
Eliot R. Cutler, Director
*
- --------------------------------
James E. Monaghan, Jr., Director
*
- --------------------------------
A. G. Newmyer III, Director
*
- --------------------------------
Richard M. Curry, Director
* By: /s/
____________________________
Charles W. N. Thompson, Jr.
As Attorney-In-Fact August 22, 1997
<PAGE>
<PAGE>
INDEX TO EXHIBITS
(12) (a) Form of opinion and consent of Dechert Price & Rhoads,
relating to proposed acquisition of substantially all of the
assets of Mackenzie Limited Term Municipal Fund by Thornburg
Limited Term Municipal Fund National Portfolio
(b) Form of opinion and consent of Dechert Price & Rhoads,
relating to proposed acquisition of substantially all of the
assets of Mackenzie California Municipal Fund by Thornburg
Limited Term Municipal Fund California Portfolio
<PAGE>
<PAGE>
EXHIBIT 12(a)
[Closing Date], 1997
Mackenzie Series Trust
in respect of
Mackenzie [ ] Municipal Fund
Via Mizner Financial Plaza
700 South Federal Highway
Boca Raton, Florida 33432
Thornburg [ ]
in respect of
Thornburg [ ]
119 East Marcy Street
Santa Fe, New Mexico 87501
Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences to Mackenzie [ ] Municipal Fund
("Target"), a separate series of Mackenzie Series Trust ("Mackenzie"), to the
holders of the shares of beneficial interest (the "shares") of Target (the
"Target shareholders"), and to Thornburg [ ]
("Acquiring Fund"), a separate series of Thornburg [ ]
("Thornburg"), in connection with the proposed transfer of substantially all
of the assets of Target to Acquiring Fund in exchange solely for voting
shares of [beneficial interest/common stock] of Acquiring Fund ("Acquiring
Fund shares") and the assumption by Acquiring Fund of certain liabilities of
Target, followed by the distribution of such Acquiring Fund shares received
by Target in complete liquidation, all pursuant to the Agreement and Plan of
Reorganization (the "Plan") dated as of [ ], 1997 (the
"Reorganization").
For purposes of this opinion, we have examined and rely upon (1) the
Plan, (2) the Form N-14, filed by Thornburg on [ ],
1997, with the Securities and Exchange Commission, (3) the facts and
representations contained in the letter dated [ ],
1997, addressed to us from Mackenzie, (4) the facts and representations
contained in the letter dated [ ],
1997, addressed to us from Thornburg, and (5) such other documents and
instruments as we have deemed necessary or appropriate for purposes of
rendering this opinion.
<PAGE>
Mackenzie [ ] Municipal Fund
Thornburg [ ]
[Closing Date], 1997
Page 2
This opinion is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), United States Treasury regulations, judicial decisions and
administrative rulings and pronouncements of the Internal Revenue Service,
all as in effect on the date hereof. This opinion is conditioned upon the
Reorganization taking place in the manner described in the Plan and the Form
N-14 referred to above.
Based upon the foregoing, it is our opinion that:
(1) The acquisition by Acquiring Fund of substantially all of the
assets of Target in exchange solely for Acquiring Fund shares and the
assumption by Acquiring Fund of certain liabilities of Target, followed by
the distribution of such Acquiring Fund shares to the Target shareholders in
exchange for their Target shares in complete liquidation of Target, will
constitute a reorganization within the meaning of Section 368(a) of the Code.
Acquiring Fund and Target will each be "a party to a reorganization" within
the meaning of Section 368(b) of the Code.
(2) No gain or loss will be recognized to Target upon the transfer of
substantially all of its assets to Acquiring Fund in exchange solely for
Acquiring Fund shares and the assumption by Acquiring Fund of certain
liabilities of Target, or upon the distribution to the Target shareholders of
the Acquiring Fund shares.
(3) No gain or loss will be recognized by Acquiring Fund upon the
receipt of Target's assets in exchange for Acquiring Fund shares.
(4) The basis of the assets of Target in the hands of Acquiring Fund
will be, in each instance, the same as the basis of those assets in the hands
of Target immediately prior to the Reorganization exchange.
(5) The holding period of Target's assets in the hands of Acquiring Fund
will include the period during which the assets were held by Target.
(6) No gain or loss will be recognized to the Target shareholders upon
the receipt of Acquiring Fund shares solely in exchange for Target shares.
(7) The basis of the Acquiring Fund shares received by the Target
shareholders will be the same as the basis of the Target shares surrendered
in exchange therefor.
(8) The holding period of the Acquiring Fund shares received by the
Target shareholders will include the holding period of the Target shares
surrendered in exchange therefor, provided that such Target shares were held
as capital assets in the hands of the Target shareholders upon the date of
the exchange.
<PAGE>
Mackenzie [ ] Municipal Fund
Thornburg [ ]
[Closing Date], 1997
Page 3
We express no opinion as to the federal income tax consequences of the
Reorganization except as expressly set forth above, or as to any transaction
except those consummated in accordance with the Plan.
Very truly yours,<PAGE>
<PAGE>
EXHIBIT 12(b)
[Closing Date], 1997
Mackenzie Series Trust
in respect of
Mackenzie [ ] Municipal Fund
Via Mizner Financial Plaza
700 South Federal Highway
Boca Raton, Florida 33432
Thornburg [ ]
in respect of
Thornburg [ ]
119 East Marcy Street
Santa Fe, New Mexico 87501
Gentlemen:
You have requested our opinion regarding certain federal income tax
consequences to Mackenzie [ ] Municipal Fund
("Target"), a separate series of Mackenzie Series Trust ("Mackenzie"), to the
holders of the shares of beneficial interest (the "shares") of Target (the
"Target shareholders"), and to Thornburg [ ]
("Acquiring Fund"), a separate series of Thornburg [ ]
("Thornburg"), in connection with the proposed transfer of substantially all
of the assets of Target to Acquiring Fund in exchange solely for voting
shares of [beneficial interest/common stock] of Acquiring Fund ("Acquiring
Fund shares") and the assumption by Acquiring Fund of certain liabilities of
Target, followed by the distribution of such Acquiring Fund shares received
by Target in complete liquidation, all pursuant to the Agreement and Plan of
Reorganization (the "Plan") dated as of [ ], 1997 (the
"Reorganization").
For purposes of this opinion, we have examined and rely upon (1) the
Plan, (2) the Form N-14, filed by Thornburg on [ ],
1997, with the Securities and Exchange Commission, (3) the facts and
representations contained in the letter dated [ ],
1997, addressed to us from Mackenzie, (4) the facts and representations
contained in the letter dated [ ],
1997, addressed to us from Thornburg, and (5) such other documents and
instruments as we have deemed necessary or appropriate for purposes of
rendering this opinion.
<PAGE>
Mackenzie [ ] Municipal Fund
Thornburg [ ]
[Closing Date], 1997
Page 2
This opinion is based upon the Internal Revenue Code of 1986, as amended
(the "Code"), United States Treasury regulations, judicial decisions and
administrative rulings and pronouncements of the Internal Revenue Service,
all as in effect on the date hereof. This opinion is conditioned upon the
Reorganization taking place in the manner described in the Plan and the Form
N-14 referred to above.
Based upon the foregoing, it is our opinion that:
(1) The acquisition by Acquiring Fund of substantially all of the
assets of Target in exchange solely for Acquiring Fund shares and the
assumption by Acquiring Fund of certain liabilities of Target, followed by
the distribution of such Acquiring Fund shares to the Target shareholders in
exchange for their Target shares in complete liquidation of Target, will
constitute a reorganization within the meaning of Section 368(a) of the Code.
Acquiring Fund and Target will each be "a party to a reorganization" within
the meaning of Section 368(b) of the Code.
(2) No gain or loss will be recognized to Target upon the transfer of
substantially all of its assets to Acquiring Fund in exchange solely for
Acquiring Fund shares and the assumption by Acquiring Fund of certain
liabilities of Target, or upon the distribution to the Target shareholders of
the Acquiring Fund shares.
(3) No gain or loss will be recognized by Acquiring Fund upon the
receipt of Target's assets in exchange for Acquiring Fund shares.
(4) The basis of the assets of Target in the hands of Acquiring Fund
will be, in each instance, the same as the basis of those assets in the hands
of Target immediately prior to the Reorganization exchange.
(5) The holding period of Target's assets in the hands of Acquiring Fund
will include the period during which the assets were held by Target.
(6) No gain or loss will be recognized to the Target shareholders upon
the receipt of Acquiring Fund shares solely in exchange for Target shares.
(7) The basis of the Acquiring Fund shares received by the Target
shareholders will be the same as the basis of the Target shares surrendered
in exchange therefor.
(8) The holding period of the Acquiring Fund shares received by the
Target shareholders will include the holding period of the Target shares
surrendered in exchange therefor, provided that such Target shares were held
as capital assets in the hands of the Target shareholders upon the date of
the exchange.
<PAGE>
Mackenzie [ ] Municipal Fund
Thornburg [ ]
[Closing Date], 1997
Page 3
We express no opinion as to the federal income tax consequences of the
Reorganization except as expressly set forth above, or as to any transaction
except those consummated in accordance with the Plan.
Very truly yours,
