As Filed with the Securities and Exchange Commission
July 11, 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. 1 Post-Effective Amendment No. ___
---
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)
Approximate date of proposed public offering: As soon as possible
after this Registration Statement becomes effective.
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.
- ---------------------------------------------------------------------------
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to Section 8(a), may determine.
<PAGE>
<PAGE>
EXPLANATORY NOTE
The Registrant is filing as portions of this Registration Statement two
combined Prospectus/Proxy Statements, which relate respectively to two of
its separate series, THORNBURG LIMITED TERM MUNICIPAL FUND NATIONAL
PORTFOLIO and THORNBURG LIMITED TERM MUNICIPAL FUND CALIFORNIA PORTFOLIO.
Accordingly, this Registration Statement is organized as follows:
(a) Cross Reference Sheet with respect to Thornburg Limited Term
Municipal Fund National Portfolio
(b) Cross Reference Sheet with respect to Thornburg Limited Term
Municipal Fund California Portfolio
(c) Letter to Shareholders of Mackenzie Limited Term Municipal Fund
(d) Letter to Shareholders of Mackenzie California Municipal Fund
(e) Supplemental Letter to Mackenzie Shareholders
(f) Notice of Special Meeting of Shareholders of Mackenzie Limited
Term Municipal Fund
(g) Notice of Special Meeting of Shareholders of Mackenzie
California Municipal Fund
(h) Prospectus/Proxy Statement respecting the proposed acquisition
of substantially all of the assets of Mackenzie Limited Term
Municipal Fund by Thornburg Limited Term Municipal Fund
National Portfolio (together with Exhibits A and B)
(i) Prospectus/Proxy Statement respecting the proposed acquisition
of substantially all of the assets of Mackenzie California
Municipal Fund by Thornburg Limited Term Municipal Fund
California Portfolio (together with Exhibits A and B)
(j) Statement of Additional Information relating to the acquisition
of the assets of Mackenzie Limited Term Municipal Fund
(k) Statement of Additional Information relating to the acquisition
of the assets of Mackenzie California Municipal Fund
(l) Part C Information
(m) Exhibits
Items (c), (d), (e), (f), (g), (h), (i) and (j) are each incorporated
herein by reference from the item of the same name filed as part of the
Registrant's Registration Statement on Form N-14 filed on June 25, 1997.
Items (k) and (l) are filed herewith.
<PAGE>
<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.
<PAGES>
<PAGE>
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
Relating to the Acquisition of the Assets of
MACKENZIE CALIFORNIA MUNICIPAL FUND
a series of MACKENZIE SERIES TRUST
Via Mizner Financial Plaza
700 South Federal Highway
Boca Raton, Florida 33432
(800) 456-5111
This Statement of Additional Information, relating specifically to the
proposed acquisition of substantially all of the assets of Mackenzie
California Municipal Fund, a series of Mackenzie Series Trust, by Thornburg
Limited Term Municipal Fund California Portfolio ("Thornburg Fund"), a
series of Thornburg Limited Term Municipal Fund, Inc., in exchange solely
for Class A voting shares of Thornburg Fund, consists of this cover page
and the following documents, each of which is attached hereto and
incorporated by reference herein:
1. Thornburg Limited Term Municipal Fund, Inc. Statement of
Additional Information dated November 1, 1996, as revised May 6, 1997;
2. Mackenzie Series Trust Statement of Additional Information dated
October 25, 1996;
3. Thornburg Limited Term Municipal Fund California Portfolio Annual
Report, June 30, 1996;
4. Thornburg Limited Term Municipal Fund California Portfolio
Semiannual Report, March 31, 1997;
5. Mackenzie California Municipal Fund Annual Report, June 30, 1996;
6. Mackenzie California Municipal Fund Semiannual Report,
December 31, 1996; and
7. Pro Forma Financial Statements.
The financial statements of Mackenzie California Municipal Fund
contained in its Annual Report to shareholders for the fiscal year ended
June 30, 1996 have been audited by Coopers & Lybrand, L.L.P., that Fund's
independent auditors. The financial statements of Thornburg Limited Term
Municipal Fund California Portfolio contained in its Annual Report to
shareholders for the fiscal year ended June 30, 1996 have been audited by
McGladrey & Pullen, LLP, that Fund's independent auditors.
This Statement of Additional Information is not a prospectus. A
Prospectus/Proxy Statement dated _______________, 1997 relating to the
above referenced acquisition may be obtained from Thornburg Limited Term
Municipal Fund, Inc. at the number and address shown above. This Statement
of Additional Information relates to, and should be read with, the
Prospectus/Proxy Statement.
The date of this Statement of Additional Information is _____________,
1997.
<PAGE>
Item 1 is incorporated herein by reference from the Statement of
Additional Information Relating to the Acquisition of the Assets of
Mackenzie California Municipal Fund, a series of Mackenzie Series
Trust, filed as part of the Registrant's Registration Statement on
Form N-14 on June 25, 1997.
Item 2 is incorporated herein by reference from the Statement of
Additional Information Relating to the Acquisition of the Assets of
Mackenzie California Municipal Fund, a series of Mackenzie Series
Trust, filed as part of the Registrant's Registration Statement on
Form N-14 on June 25, 1997.
Item 3 is incorporated herein by reference from the Statement of
Additional Information Relating to the Acquisition of the Assets of
Mackenzie California Municipal Fund, a series of Mackenzie Series
Trust, filed as part of the Registrant's Registration Statement on
Form N-14 on June 25, 1997.
Item 4 is incorporated herein by reference from the Statement of
Additional Information Relating to the Acquisition of the Assets of
Mackenzie California Municipal Fund, a series of Mackenzie Series
Trust, filed as part of the Registrant's Registration Statement on
Form N-14 on June 25, 1997.
Item 5 is incorporated herein by reference from the Statement of
Additional Information Relating to the Acquisition of the Assets of
Mackenzie California Municipal Fund, a series of Mackenzie Series
Trust, filed as part of the Registrant's Registration Statement on
Form N-14 on June 25, 1997.
Item 6 is incorporated herein by reference from the Statement of
Additional Information Relating to the Acquisition of the Assets of
Mackenzie California Municipal Fund, a series of Mackenzie Series
Trust, filed as part of the Registrant's Registration Statement on
Form N-14 on June 25, 1997.
Item 7 is filed herewith.
<PAGES>
<PAGE>
<PAGE>
<TABLE>
THORNBURG LIMITED TERM MUNICIPAL FUND, INC. - CALIFORNIA PORTFOLIO
PRO FORMA COMBINING STATEMENT OF ASSETS AND LIABILITIES
December 31, 1996
(Unaudited)
<CAPTION>
Thornburg Mackenzie Pro Forma Pro Forma
California California Adjustments Combined
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
ASSETS
Investments, at value
(Cost-Thornburg $96,725,034;
Mackenzie $30,085,732) $ 98,959,644 $ 31,504,986 $ $130,464,630
Cash 66,640 204,997 271,637
Interest receivable 1,717,918 545,656 2,263,574
Other 72,828 23,390 96,218
----------- ----------- ----------- ------------
Total assets 100,817,030 32,279,029 133,096,059
---------------------------------------------------
LIABILITIES
Payable for securities
purchased 2,719,666 2,719,666
Dividends payable 124,784 124,784
Accrued expenses and other 85,635 19,436 105,071
Accounts payable investment adviser 62,055 15,140 77,195
---------- --------- ----------- ------------
Total liabilities 2,992,140 34,576 3,026,716
--------------------------------------------------
NET ASSETS $97,824,890 $32,244,453 $ $130,069,343
=========== =========== ========== ============
Net assets consist of:
Paid-in capital $96,513,092 $30,897,971 $ $127,411,063
Accumulated net realized loss (922,812) (21,634) (944,446)
Distribution in excess of net
investment income (51,138) (51,138)
Net unrealized appreciation 2,234,610 1,419,254 3,653,864
---------- ---------- ---------- -----------
$97,824,890 $32,244,453 $ 0 $130,069,343
===================================================
Class A Shares:
Net assets applicable to class $93,941,397 $31,013,307 $1,231,146 $126,185,850
Fund shares outstanding 7,371,948 3,044,330(3h) 2,530,962 12,947,240
Net asset value per share 12.74 10.19 22.93
Class B Shares:
Net assets applicable to class $ $ 1,231,146 $(1,231,146) $
Fund shares outstanding 120,835 (120,835)
Net asset value per share 10.19
Class C Shares:
Net assets applicable to class $ 3,883,493 $ $ $3,883,493
Fund shares outstanding 304,492 304,492
Net asset value per share 12.75 12.75
</TABLE>
See Notes to Pro Forma Financial Statements.
<PAGE>
<TABLE>
THORNBURG LIMITED TERM MUNICIPAL FUND, INC. - CALIFORNIA PORTFOLIO
PRO FORMA COMBINING STATEMENT OF OPERATIONS
Year Ended December 31, 1996
(Unaudited)
<CAPTION>
Thornburg Mackenzie Pro Forma Pro Forma
California California Adjustments Combined
---------- ---------- ----------- ---------
<S> <C> <C> <C> <C>
INVESTMENT INCOME
Interest income
(net of premium amortized) $5,469,751 $2,152,741 $ $7,622,492
EXPENSES
Investment advisory fees 618,182 191,298(3a) 27,716 837,196
Distribution and service fees:
Class A Shares 179,950 84,078(3b) 2,894 266,922
Class B Shares 11,577(3b) (11,577)
Class C Shares 14,608 14,608
Administration fees:
Class A Shares 59,576 33,625(3c) 4,185 97,386
Class B Shares 1,157(3c) (1,157)
Class C Shares 1,948 1,948
Transfer agent fees 69,381 28,030 97,411
Custodian fees 63,397 4,230 67,627
Professional fees 17,747 28,764(3d) (20,000) 26,511
Accounting fees 16,242 46,227(3e) (40,500) 21,969
Other 21,065 33,272(3f) (5,000) 49,337
--------- ------- -------- ---------
Total expenses 1,062,096 462,258 (43,439) 1,480,915
Less:
Expenses reimbursed by
investment adviser (63,883) (68,323)(3g) (43,548) (175,754)
Fees paid indirectly (2,572) (2,572)
-----------------------------------------------
Net expenses 998,213 391,363 (86,987) 1,302,589
-----------------------------------------------
Net investment income 4,471,538 1,761,378 86,987 6,319,903
Realized and unrealized gain
on investments
Net realized gain (loss)
on investments sold (18,441) 685,425 666,984
Increase in unrealized
appreciation (depreciation)
of investments (335,740) (1,386,643) (1,722,383)
-----------------------------------------------
NET realized and unrealized
gain (loss) on investments (354,181) (701,218) (1,055,399)
Net increase in net assets
resulting from operations $4,117,357 $1,060,160 $86,987 $5,264,504
===============================================
See Notes to Pro Forma Financial Statements.
</TABLE>
<PAGE>
THORNBURG LIMITED TERM MUNICIPAL FUND, INC. - CALIFORNIA PORTFOLIO
NOTES TO PRO FORMA FINANCIAL STATEMENTS
- -------------------------------------------------------------------
Note 1. Basis Presentation
The pro forma financial statements give effect to the proposed
combination of Thornburg Limited Term Municipal Fund, Inc. -
California Portfolio (Thornburg) and MacKenzie California
Municipal Fund series of MacKenzie Series Trust (MacKenzie),
pursuant to a Plan of Reorganization, under which all the assets
of MacKenzie will be transferred to Thornburg in exchange solely
for Thornburg shares and the assumption of all the liabilities
of MacKenzie as of the "closing date".
The Reorganization will be accounted for as a tax free business
combination. In accordance with the method of accounting for
such combinations of investment companies, the historical cost
basis of the investment securities acquired from MacKenzie will
be carried forward to Thornburg, and the statements of
operations, changes in net assets and the financial highlights
are not restated. The number of Thornburg shares to be issued
in the combination will be determined by dividing the value of
the total net assets of MacKenzie on the closing date by the net
asset value per share of Thornburg.
(b) The pro forma statement of operations, excludes by,
adjustment certain expenses which would have been eliminated
upon the effectiveness of the proposed combination; and reflects
adjustments for expense waiver and/or reimbursement provisions
effective following the Reorganization. The pro forma statement
of operations does not necessarily reflect the result of
operations as they would have been had Thornburg and MacKenzie
constituted a singe entity during the 12 months ended December
31, 1996.
(c) The pro forma portfolio of investments, the pro forma
statement of operation and the pro forma statement of assets and
liabilities should be read in conjunction with the historical
financial statements of Thornburg and MacKenzie.
Note 2. Significant Accounting Policies
Significant accounting policies of the Fund are as follows:
Valuation of Investments: In determining the net asset value of
the portfolio, the Fund utilizes an independent pricing service
approved by the Board of Directors. Debt investment securities
have a primary market over the counter and are valued on the
basis of valuations furnished by the pricing service. The
pricing service values portfolio securities at quoted bid prices
or the yield equivalents when quotations are not readily
available. Securities for which quotations are not readily
available are valued at fair value as determined by the pricing
service using methods which include consideration of yields or
prices of municipal obligations of comparable quality; type of
issue, coupon, maturity and rating; indications as to value from
dealers, and general market conditions. The valuation
procedures used by the pricing service and the portfolio
valuations received by the Portfolio are reviewed by the
officers of the Fund under the general supervision of the Board
of Directors. Short term obligations having remaining
maturities of 60 days or less are valued at amortized cost,
which approximates market value.
Federal Income Taxes: It is the policy of the Fund to comply
with the provisions of the Internal Revenue Code applicable to
"regulated investment companies" and to distribute all of its
taxable (if any) and tax-exempt income to its shareholders.
Therefore, no provision for Federal Income tax is required.
<PAGE>
Note 2. Significant Accounting Policies (Continued)
When-issued and Delayed Delivery Transactions: The Fund may
engage in when-issued or delayed delivery transactions. To the
extent the Fund engages in such transactions, it will do so for
the purpose of acquiring portfolio securities consistent with
its investment objectives and not for the purpose of investment
leverage or to speculate on interest-rate changes. At the time
the Fund makes a commitment to purchase a security for the
portfolio on a when-issued basis, it will record the transaction
and reflect the value in determining its net asset value. When
effecting such transactions, assets of the Fund of an amount
sufficient to make payment for the portfolio securities to be
purchased will be segregated on the Fund's records on the trade
date. Securities purchased on a when-issued or delayed delivery
basis do not earn interest until the settlement date.
Dividends: Net investment income of the Fund is declared daily
as a dividend on shares for which the Fund has received payment.
Dividends are paid monthly and are reinvested in additional
shares of the Fund at net asset value per share at the close of
business on the dividend payment date, or, at the shareholder's
option, paid in cash. Net capital gains, to the extent
available, will be distributed annually.
General: Securities transactions are accounted for on a
trade-date basis. Interest income is accrued as earned.
Premiums and original-issue discounts on securities purchased
are amortized to call dates or maturity dates of the respective
securities. Realized gains and losses from the sale of
securities are recorded on an identified cost basis.
Use of Estimates: The preparation of financial statements in
conformity with generally accepted accounting principles
requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of increases
and decreases in net assets from operations during the reporting
period. Actual results could differ from those estimates.
Fees Paid Indirectly: Mackenzie has an arrangement whereby a
certain percentage of quarterly cumulative credits resulting
from cash balances on deposit with the custodian are used to
offset custody fees, including transaction and out-of -pocket
expenses.
Note 3. Details of Pro Forma Adjustments
(a) Investment Advisory Fees - To reflect the pro forma investment
advisory fee.
(b) Distribution and service fees - To reflect the pro forma distribution
and service fees.
(c) Administration fees - To reflect the pro forma administrative fee.
(d) Professional fees - Elimination of duplicative expenses.
(e) Accounting fees - Elimination of duplicative expenses.
(f) Other - Elimination of duplicative trustees fees.
(g) Expenses reimbursed by investment adviser - To reflect Thornburg's
expense reimbursement on the pro forma combined average net assets.
<PAGE>
Note 3. Details of Pro Forma Adjustments (continued)
(g) Shares Outstanding - Class A shares of Thornburg issued in
exchange for the net assets of Mackenzie
<PAGE>
<PAGE>
Part C
Other Information
- -----------------
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 herewith.
(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) Opinion and consent of Dechert Price and Rhoads, as to
tax consequences (to be filed by post-effective amendment)
(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 herewith.
(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.
(3) The undersigned registrant agrees to file, by post-effective
amendment, an opinion of counsel or a copy of an Internal Revenue
Service ruling supporting the tax consequences of the proposed
acquisition of assets and issuance of shares described in this
Registration Statement within a reasonable time after receipt of
such opinion or ruling.
<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 10th
day of July, 1997.
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 July 10, 1997
INDEX TO EXHIBITS
(9) Form of Custody Agreement
(16) Powers of attorney
<PAGE>
<PAGE>
EXHIBIT 9
CUSTODIAN CONTRACT
between
LIMITED TERM MUNICIPAL FUND, INC.
in respect of
LIMITED TERM MUNICIPAL FUND ___________ PORTFOLIO
and
STATE STREET BANK TRUST COMPANY
ASCS 06/87
Standard Non-Global Series Corporation
Revised 1/88
<PAGE>
<PAGE>
TABLE OF CONTENTS
Page
1. Employment of Custodian and Property to be Held by It. . . . . . . . 1
2. Duties of the Custodian with Respect to Property
of the Fund Held by the Custodian in the. . . . . . . . . . . . . . .2
2.1 Holding Securities. . . . . . . . . . . . . . . . . . . . . . 2
2.2 Delivery of Securities. . . . . . . . . . . . . . . . . . . . 3
2.3 Registration of Securities. . . . . . . . . . . . . . . . . . 8
2.4 Bank Accounts. . . . . . . . . . . . . . . . . . . . . . . . .9
2.5 Payments for Shares. . . . . . . . . . . . . . . . . . . . . .9
2.6 Availability of Federal Funds. . . . . . . . . . . . . . . . 10
2.7 Collection of Income. . . . . . . . . . . . . . . . . . . . .10
2.8 Payment of Fund Monies . . . . . . . . . . . . . . . . . . . 11
2.9 Liability for Payment in Advance of
Receipt of Securities Purchased. . . . . . . . . . . . . . . 14
2.10 Payments for Repurchases or Redemptions
of Shares of the Fund. . . . . . . . . . . . . . . . . . . . 14
2.11 Appointment of Agents. . . . . . . . . . . . . . . . . . . . 15
2.12 Deposit of Fund Assets in Securities System. . . . . . . . . 15
2.12A Fund Assets Held in the Custodian's Direct
Paper System. . . . . . . . . . . . . . . . . . . . . . . . .18
2.13 Segregated Account. . . . . . . . . . . . . . . . . . . . . .20
2.14 Ownership Certificates for Tax Purposes. . . . . . . . . . . 22
2.15 Proxies. . . . . . . . . . . . . . . . . . . . . . . . . . . 22
2.16 Communications Relating to Portfolio
Securities. . . . . . . . . . . . . . . . . . . . . . . . . .22
2.17 Proper Instructions. . . . . . . . . . . . . . . . . . . . . 23
2.18 Actions Permitted Without Express Authority. . . . . . . . . 24
2.19 Evidence of Authority. . . . . . . . . . . . . . . . . . . . 25
3. Duties of Custodian With Respect to the Books of Account
and Calculation of Net Asset Value and Net
Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25
4. Records. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .26
5. Opinion of Fund's Independent Accountants. . . . . . . . . . . . . .26
6. Reports to Fund by Independent Public Accountants. . . . . . . . . .27
7. Compensation of Custodian. . . . . . . . . . . . . . . . . . . . . .27
8. Responsibility of Custodian. . . . . . . . . . . . . . . . . . . . .28
9. Effective Period, Termination and Amendment. . . . . . . . . . . . .30
10. Successor Custodian. . . . . . . . . . . . . . . . . . . . . . . . .32
11. Interpretive and Additional Provisions. . . . . . . . . . . . . . . 33
12. Additional Funds. . . . . . . . . . . . . . . . . . . . . . . . . . 34
13. Massachusetts Law to Apply. . . . . . . . . . . . . . . . . . . . . 34
14. Prior Contracts. . . . . . . . . . . . . . . . . . . . . . . . . . .34
<PAGE>
CUSTODIAN CONTRACT
------------------
February 16, 1988
This Contract between Limited Term Municipal Fund, Inc. in respect of
the Limited Term Municipal Fund ___________ Portfolio a corporation, having
its principal place of business at 123 East Marcy St., Suite 202, Santa Fe,
New Mexico 87501 hereinafter the "Fund", and State Street Bank and Trust
Company, a Massachusetts trust company, having its principal place of
business at 225 Franklin Street, Boston, Massachusetts 02110, hereinafter
called the "Custodian,"
WITNESSETH:
WHEREAS, the Fund is authorized to issue shares in separate series,
with each such series representing interests in a separate portfolio of
securities and other assets; and
WHEREAS, the Fund intends to initially offer shares in three series,
the Limited Term Municipal Fund National Portfolio, Limited Term Municipal
Fund California Portfolio, and Limited Term Municipal Fund New York
Portfolio (such series together with all other series subsequently
established by the Fund and made subject to this Contract in accordance
with paragraph 12, being herein referred to as the "Portfolio(s)");
NOW THEREFOR, in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereto agree as follows:
1. Employment of Custodian and Property To Be Held by It
-----------------------------------------------------
The Fund hereby employs the Custodian as the custodian of the assets
of the Portfolios of the Fund pursuant to the provisions of the Articles of
Incorporation. The Fund on behalf of the Portfolio(s) agrees to deliver to
the Custodian all securities and cash of the Portfolios, and all payments
of income, payments of principal or capital distributions received by it
with respect to all securities owned by the Portfolio(s) from time to time,
and the cash consideration received by it for such new or treasury shares
of beneficial interest of the Fund representing interests in the Portfolios
("Shares") as may be issued or sold from time to time. The Custodian shall
not be responsible for any property of a Portfolio held or received by the
Portfolio and not delivered to the Custodian.
Upon receipt of "Proper Instructions" (within the meaning of Section
2.17), the Custodian shall on behalf of the applicable Portfolio(s) from
time to time employ one or more sub-custodians, but only in accordance with
an applicable vote by the Board of Directors of the Fund on behalf of the
applicable Portfolio(s), and provided that the Custodian shall have no more
or less responsibility or liability to the Fund on account of any actions
or omissions of any sub-custodian so employed than any such sub-custodian
has to the Custodian.
2. Duties of the Custodian With Respect to Property
of the Fund Held by the Custodian
------------------------------------------------
2.1 Holding Securities. The Custodian shall hold and physically segregate
for the account of each Portfolio all non-cash property, including all
securities owned by such Portfolio, other than (a) securities which
are maintained pursuant to Section 2.12 in a clearing agency which
acts as a securities depository or in a book-entry system authorized
by the U.S. Department of the Treasury, collectively referred to
herein as "Securities System" and (b) commercial paper of an issuer
for which State Street Bank and Trust Company acts as issuing and
paying agent ("Direct Paper") which is deposited and/or maintained in
the Direct Paper System of the Custodian pursuant to Section 2.12A.
2.2 Delivery of Securities. The Custodian shall release and deliver
securities owned by a Portfolio held by the Custodian or in a
Securities System account of the Custodian or in the Custodian's
Direct Paper Book entry system account ("Direct Paper System Account")
only upon receipt of Proper Instructions from the Fund on behalf of
the applicable Portfolio, which may be continuing instructions when
deemed appropriate by the parties, and only in the following cases:
1) Upon sale of such securities for the account of the
Portfolio and receipt of payment therefor;
2) Upon the receipt of payment in connection with any
repurchase agreement related to such securities
entered into by the Portfolio;
3) In the case of a sale effected through a Securities
System, in accordance with the provisions of Section
2.12 hereof;
4) To the depository agent in connection with tender or
other similar offers for securities of the Portfolio;
5) To the issuer thereof or its agent when such securities
are called, redeemed, retired or otherwise become
payable; provided that, in any such case, the cash
or other consideration is to be delivered to the
Custodian;
6) To the issuer thereof, or its agent, for transfer
into the name of the Portfolio or into the name of
any nominee or nominees of the Custodian or into the
name or nominee name of any agent appointed pursuant
to Section 2.11 or into the name or nominee name of
any sub-custodian appointed pursuant to Article 1;
or for exchange for a different number of bonds,
certificates or other evidence representing the same
aggregate face amount or number of units; provided
that, in any such case, the new securities are to
be delivered to the Custodian;
7) Upon the sale of such securities for the account
of the Portfolio, to the broker or its clearing
agent, against a receipt, for examination in
accordance with "street delivery" custom;
provided that in any such case, the Custodian
shall have no responsibility or liability
for any loss arising from the delivery of such
securities prior to receiving payment for such
securities except as may arise from the
Custodian's own negligence or willful misconduct;
8) For exchange or conversion pursuant to any plan
of merger, consolidation, recapitalization,
reorganization or readjustment of the securities
of the issuer of such securities, or pursuant to
provisions for conversion contained in such
securities, or pursuant to any deposit agreement;
provided that, in any such case, the new
securities and cash, if any, are to be
delivered to the Custodian;
9) In the case of warrants, rights or similar
securities, the surrender thereof in the
exercise of such warrants, rights or similar
securities or the surrender of interim
receipts or the surrender of interim receipts
or temporary securities for definitive
securities; provided that, in any such case,
the new securities and cash, if any, are to be
delivered to the Custodian;
10) For delivery in connection with any loans of
securities made by the Portfolio, but only against
receipt of adequate collateral as agreed upon
from time to time by the Custodian and the
Fund on behalf of the Portfolio, which may be
in the form of cash or obligations issued by
the United States government, its agencies or
instrumentalities, except that in connection
with any loans for which collateral is to be
credited to the Custodian's account in the
book-entry system authorized by the U.S.
Department of the Treasury, the Custodian will
not be held liable or responsible for the
delivery of securities owned by the Portfolio
prior to the receipt of such collateral;
11) For delivery as security in connection with
any borrowings by the Fund on behalf of the
Portfolio requiring a pledge of assets by
the Fund on behalf of the Portfolio, but
only against receipt of amounts borrowed;
12) For delivery in accordance with the provisions
of any agreement among the Fund on behalf of the
Portfolio, the Custodian and a broker-dealer
registered under the Securities Exchange Act
of 1934 (the "Exchange Act") and a member of
The National Association of Securities Dealers,
Inc. ("NASD"), relating to compliance with
the rules of The Options Clearing Corporation
and or any registered national securities
exchange, or of any similar organization or
organizations, regarding escrow or other
arrangements in connection with transactions by
the Portfolio of the Fund;
13) For delivery in accordance with the provisions
of any agreement among the Fund on behalf of
the Portfolio, the Custodian, and a Futures
Commission Merchant registered under the
Commodity Exchange Act, relating to compliance
with the rules of the Commodity Futures Trading
Commission and/or any Contract Market, or any
similar organization or organizations, regarding
account deposits in connection with transactions
by the Portfolio of the Fund;
14) Upon receipt of instructions from the transfer
agent ("Transfer Agent") for the Fund, for
delivery to such Transfer Agent or to the
holders of shares in connection with distributions
in kind, as may be described from time to time
in the currently effective prospectus and
statement of additional information of the Fund,
related to the Portfolio ("Prospectus"), in
satisfaction of requests by holders of Shares
for repurchase or redemption; and
15) For any other proper corporate purpose, but
only upon receipt of, in addition to Proper
Instructions from the Fund on behalf of the
applicable Portfolio, a certified copy of a
resolution of the Board of Directors or of the
Executive Committee signed by an officer of
the Fund and certified by the Secretary or an
Assistant Secretary, specifying the securities
of the Portfolio to be delivered, setting
forth the purpose for which such delivery is
to be made, declaring such purpose to be a
proper corporate purpose, and naming the
person or persons to whom delivery of such
securities shall be made.
2.3 Registration of Securities. Securities held by the Custodian (other
than bearer securities) shall be registered in the name of the
Portfolio or in the name of any nominee of the Fund on behalf of the
Portfolio or of any nominee of the Custodian which nominee shall be
assigned exclusively to the Portfolio, unless the Fund has authorized
in writing the appointment of a nominee to be used in common with
other registered investment companies having the same investment
adviser as the Portfolio, or in the name or nominee name of any agent
appointed pursuant to Section 2.11 or in the name or nominee name of
any sub-custodian appointed pursuant to Article 1. All securities
accepted by the Custodian on behalf of the Portfolio under the terms
of this Contract shall be in "street name" or other good delivery
form.
2.4 Bank Accounts. The Custodian shall open and maintain a separate bank
account or accounts in the name of each Portfolio of the Fund, subject
only to draft or order by the Custodian acting pursuant to the terms
of this Contract, and shall hold in such account or accounts, subject
to the provisions hereof, all cash received by it from or for the
account of the Portfolio, other than cash maintained by the Portfolio
in a bank account established and used in accordance with Rule 17f-3
under the Investment Company Act of 1940. Funds held by the Custodian
for a Portfolio may be deposited by it to its credit as Custodian in
the Banking Department of the Custodian or in such other banks or
trust companies as it may in its discretion deem necessary or
desirable; provided, however, that every such bank or trust company
shall be qualified to act as a custodian under the Investment Company
Act of 1940 and that each such bank or trust company and the funds to
be deposited with each such bank or trust company shall on behalf of
each applicable Portfolio be approved by vote of a majority of the
Board of Directors of the Fund. Such funds shall be deposited by the
Custodian in its capacity as Custodian and shall be withdrawable by
the Custodian only in that capacity.
2.5 Payments for Shares. The Custodian shall receive from the distributor
for the Shares or from the Transfer Agent of the Fund and deposit into
the account of the appropriate Portfolio such payments as are received
for Shares of that Portfolio issued or sold from time to time by the
Fund. The Custodian will provide timely notification to the Fund on
behalf of each such Portfolio and the Transfer Agent of any receipt by
it of payments for Shares of such Portfolio.
2.6 Availability of Federal Funds. Upon mutual agreement between the Fund
on behalf of each applicable Portfolio and the Custodian, the
Custodian shall, upon the receipt of Proper Instructions from the Fund
on behalf of a Portfolio, make federal funds available to such
Portfolio, as of specified times agreed upon from time to time by the
Fund and the Custodian in the amount of checks received in payment for
Shares of such Portfolio which are deposited into the Portfolio's
account.
2.7 Collection of Income. The Custodian shall collect on a timely basis
all income and other payments with respect to registered securities
held hereunder to which each Portfolio shall be entitled either by law
or pursuant to custom in the securities business, and shall collect on
a timely basis all income and other payments with respect to bearer
securities if, on the date of payment by the issuer, such securities
are held by the Custodian or its agent thereof and shall credit such
income, as collected, to such Portfolio's custodian account. Without
limiting the generality of the foregoing, the Custodian shall detach
and present for payment all coupons and other income items requiring
presentation as and when they become due and shall collect interest
when due on securities held hereunder. Income due each Portfolio on
securities loaned pursuant to the provisions of Section 2.2(10) shall
be the responsibility of the Fund. The Custodian will have no duty or
responsibility in connection therewith, other than to provide the Fund
with such information or data as may be necessary to assist the Fund
in arranging for the timely delivery to the Custodian of the income to
which the Portfolio is properly entitled.
2.8 Payment of Fund Monies. Upon receipt of Proper Instructions from the
Fund on behalf of the applicable Portfolio, which may be continuing
instructions when deemed appropriate by the parties, the Custodian
shall pay out monies of a Portfolio in the following cases only:
1) Upon the purchase of securities, options, futures
contracts or options on futures contracts for the
account of the Portfolio but only (a) against the
delivery of such securities, or evidence of title
to such options, futures contracts or options on
futures contracts to the Custodian (or any bank,
banking firm or trust company doing business in the
United States or abroad which is qualified under
the Investment Company Act of 1940, as amended, to
act as a custodian and has been designated by the
Custodian as its agent for this purpose) registered
in the name of the Portfolio or in the name of a
nominee of the Custodian referred to in Section 2.3
hereof or in proper form for transfer; (b) in the
case of a purchase effected through a Securities
System, in accordance with the conditions set forth
in Section 2.12 hereof or (c) in the case of a purchase
involving the Direct Paper System, in accordance
with the conditions set forth in Section 2.12A; or
(d) in the case of repurchase agreements entered
into between the Fund on behalf of the Portfolio
and the Custodian, or another bank, or a broker-dealer
which is a member of NASD, (i) against delivery of
the securities either in certificate form or through
an entry crediting the Custodian's account at the
Federal Reserve Bank with such securities or (ii)
against delivery of the receipt evidencing purchase
by the Portfolio of securities owned by the Custodian
along with written evidence of the agreement by the
Custodian to repurchase such securities from the
Portfolio;
2) In connection with conversion, exchange or surrender of
securities owned by the Portfolio as set forth in Section
2.2 hereof;
3) For the redemption or repurchase of Shares issued by
the Portfolio as set forth in Section 2.10 hereof;
4) For the payment of any expense or liability incurred
by the Portfolio, including but not limited to the
following payments for the account of the Portfolio
interest, taxes, management, accounting, transfer
agent and legal fees, and operating expenses of the
Fund whether or not such expenses are to be in whole
or part capitalized or treated as deferred expenses;
5) For the Payment of any dividends on Shares of
the Portfolio declared pursuant to the governing
documents of the Fund;
6) For payment of the amount of dividends received
in respect to securities sold short;
7) For any other proper purpose, but only upon
receipt of, in addition to Proper Instructions
from the Fund on behalf of the Portfolio, a
certified copy of a resolution of the Board of
Directors or of the Executive Committee of the
Fund signed by an officer of the Fund and
certified by its Secretary or an Assistant
Secretary, specifying the amount of such payment,
setting forth the purpose for which such payment
is to be made, declaring such purpose to be a
proper purpose, and naming the person or persons
to whom such payment is to be made.
2.9 Liability for Payment in Advance of Receipt of Securities Purchased.
In any and every case where payment for purchase of securities for the
account of a Portfolio is made by the Custodian in advance of receipt
of the securities purchased in the absence of specific written
instructions from the Fund on behalf of such Portfolio to so pay in
advance, the Custodian shall be absolutely liable to the Fund for such
securities to the same extent as if the securities had been received
by the Custodian.
2.10 Payments for Repurchases or Redemptions of Shares of the Fund. From
such funds as may be available for the purpose but subject to the
limitations of the Articles of Incorporation and any applicable votes
of the Board of Directors of the Fund pursuant to thereto, the
Custodian shall, upon receipt of instructions from the Transfer Agent,
make funds available for payment to holders of Shares who have
delivered to the Transfer Agent a request for redemption or repurchase
of their Shares. In connection with the redemption or repurchase of
Shares of a Portfolio, the Custodian is authorized upon receipt of
instructions from the Transfer Agent to wire funds to or through a
commercial bank designated by the redeeming shareholders. In
connection with the redemption or repurchase of Shares of the Fund,
the Custodian shall honor checks drawn on the Custodian by a holder of
Shares, which checks have been furnished by the Fund to the holder of
Shares, when presented to the Custodian in accordance with such
procedures and controls as are mutually agreed upon from time to time
between the Fund and the Custodian.
2.11 Appointment of Agents. The Custodian may at any time or times in its
discretion appoint (and may at any time remove) any other bank or
trust company which is itself qualified under the Investment Company
Act of 1940, as amended, to act as a custodian, as its agent to carry
out such of the provisions of this Article 2 as the Custodian may from
time to time direct; provided, however, that the appointment of any
agent shall not relieve the Custodian of its responsibilities or
liabilities hereunder.
2.12 Deposit of Fund Assets in Securities Systems. The Custodian may
deposit and/or maintain securities owned by a Portfolio in a clearing
agency registered with the Securities and Exchange Commission under
Section 17A of the Securities Exchange Act of 1934, which acts as a
securities depository, or in the book-entry system authorized by the
U.S. Department of the Treasury and certain federal agencies, referred
to herein as "Securities System" in accordance with applicable Federal
Reserve Board and Securities and Exchange Commission rules and
regulations, if any, and subject to the following provisions:
1) The Custodian may keep securities of the Portfolio
in a Securities System provided that such securities
are represented in an account ("Account") of the
Custodian in the Securities System which shall not
include any assets of the Custodian other than assets
held as a fiduciary, custodian or otherwise for
customers;
2) The records of the Custodian with respect to securities
of the Portfolio which are maintained in a Securities
System shall identify by book-entry those securities
belonging to the Portfolio;
3) The Custodian shall pay for securities purchased
for the account of the Portfolio upon (i) receipt
of advice from the Securities System that such
securities have been transferred to the Account,
and (ii) the making of an entry on the records
of the Custodian to reflect such payment and
transfer for the account of the Portfolio. The
Custodian shall transfer securities sold for the
account of the Portfolio upon (i) receipt of advice
from the Securities System that payment for such
securities has been transferred to the Account,
and (ii) the making of an entry on the records of
the Custodian to reflect such transfer and payment
for the account of the Portfolio. Copies of all
advices from the Securities System of transfers
of securities for the account of the Portfolio
shall identify the Portfolio, be maintained for
the Portfolio by the Custodian and be provided to
the Fund at its request. Upon request, the
Custodian shall furnish the Fund on behalf of the
Portfolio confirmation of each transfer to or from
the account of the Portfolio in the form of a
written advice or notice and shall furnish to the
Fund on behalf of the Portfolio copies of daily
transaction sheets reflecting each day's
transactions in the Securities System for the
account of the Portfolio.
4) The Custodian shall provide the Fund for the
Portfolio with any report obtained by the
Custodian on the Security System's accounting
system, internal accounting control and
procedures for safeguarding securities deposited
in the Securities System;
5) The Custodian shall have received from the Fund
on behalf of the Portfolio the initial or annual
certificate, as the case may be, required by
Article 9 hereof;
6) Anything to the contrary in this Contract
notwithstanding, the Custodian shall be liable
to the Fund for the benefit of the Portfolio for
any loss or damage to the Portfolio resulting from
use of the Securities System by reason of any
negligence, misfeasance or misconduct of the Custodian
or any of its agents or of any of its or their
employees or from failure of the Custodian or any
such agent to enforce effectively such rights as
it may have against the Securities System; at the
election of the Fund, it shall be entitled to be
subrogated to the rights of the Custodian with
respect to any claim against the Securities System
or any other person which the Custodian may have
as a consequence of any such loss or damage if
and to the extent that the Portfolio has not been
made whole for any such loss or damage.
2.12A Fund Assets Held in the Custodian's Direct Paper System. The
Custodian may deposit and/or maintain securities owned by a Portfolio
in the Direct Paper System of the Custodian subject to the following
provisions:
1) No transaction relating to securities in the Direct
Paper System will be effected in the absence of Proper
Instruction from the Fund on behalf of the Portfolio;
2) The Custodian may keep securities of the Portfolio
in the Direct Paper System only if such securities
are represented in an account ("Account") of the
Custodian in the Direct Paper System which shall
not include any assets of the Custodian other than
assets held as a fiduciary, custodian or otherwise
for customers;
3) The records of the Custodian with respect to
securities of the Portfolio which are maintained in
the Direct Paper System shall identify by book-entry
those securities belonging to the Portfolio;
4) The Custodian shall pay for securities purchased for
the account of the Portfolio upon the making of any
entry on the records of the Custodian to reflect
such payment and transfer of securities to the
account of the Portfolio. The Custodian shall
transfer securities sold for the account of the
Portfolio upon the making of any entry on the
records of the Custodian to reflect such transfer
and receipt of payment for the account of the
Portfolio;
5) The Custodian shall furnish the Fund on behalf of
the Portfolio confirmation of each transfer to or
from the account of the Portfolio, in the form of
a written advice or notice, of Direct Paper on the
next business day following such transfer and shall
furnish to the Fund on behalf of the Portfolio
copies of daily transaction sheets reflecting each
day's transaction in the Securities System for the
account of the Portfolio;
6) The Custodian shall provide the Fund on behalf of the
Portfolio with any report on its system of internal
accounting control as the Fund may reasonably request
from time to time;
2.13 Segregated Account. The Custodian shall upon receipt of Proper
Instructions from the Fund on behalf of each applicable Portfolio
establish and maintain a segregated account or accounts for and on
behalf of each such Portfolio, into which account or accounts may be
transferred cash and/or securities, including securities maintained in
an account by the Custodian pursuant to Section 2.12 hereof. (i) in
accordance with the provisions of any agreement among the Fund on
behalf of the Portfolio, the Custodian and a broker-dealer registered
under the Exchange Act and a member of the NASD (or any futures
commission merchant registered under the Commodity Exchange Act),
relating to compliance with the rules of The Options Clearing
Corporation and of any registered national securities exchange (or the
commodity Futures Trading Commission or any registered contract
market), or of any similar organization or organizations, regarding
escrow or other arrangements in connection with transactions by the
Portfolio, (ii) for purposes of segregating cash or government
securities in connection with options purchased, sold or written by
the Portfolio or commodity futures contracts or options thereon
purchased or sold by the Portfolio, (iii) for the purposes of
compliance by the Portfolio with the procedures required by Investment
Company Act Release No. 10666, or any subsequent release or releases
of the Securities and Exchange Commission relating to the maintenance
of segregated accounts by registered investment companies and (iv) for
other proper corporate purposes, but only, in the case of clause (iv),
upon receipt of, in addition to Proper Instructions from the Fund on
behalf of the applicable Portfolio, a certified copy of a resolution
of the Board of Directors or of the Executive Committee signed by an
officer of the Fund and certified by the Secretary or an Assistant
Secretary, setting forth the purpose or purposes of such segregated
account and declaring such purposes to be proper corporate purposes.
2.14 Ownership Certificates for Tax Purposes. The Custodian shall execute
ownership and other certificates and affidavits for all federal and
state tax purposes in connection with receipt of income or other
payments with respect to securities of each Portfolio held by it and
in connection with transfers of securities.
2.15 Proxies. The Custodian shall, with respect to the domestic securities
held hereunder, cause to be promptly executed by the registered holder
of such securities, if the securities are registered otherwise than
in the name of the Portfolio or a nominee of the Portfolio, all
proxies, without indication of the manner in which such proxies are to
be voted, and shall promptly deliver to the Portfolio such proxies,
all proxy soliciting materials and all notices relating to such
securities.
2.16 Communications Relating to Portfolio Securities. The Custodian shall
transmit promptly to the Fund for each Portfolio all written
information (including, without limitation, pendency of calls and
maturities of securities and expirations of rights in connection
therewith and notices of exercise of call and put options written by
the Fund on behalf of the Portfolio and the maturity of futures
contracts purchased or sold by the securities being held for the
Portfolio) received by the Custodian from issuers of the securities
being held for the Portfolio. With respect to tender or exchange
offers, the Custodian shall transmit promptly to the Portfolio all
written information received by the Custodian from issuers of the
securities whose tender or exchange is sought and from the party (or
his agents) making the tender or exchange offer. If the Portfolio
desires to take action with respect to any tender offer, exchange
offer or any other similar transaction, the Portfolio shall notify the
Custodian at least three business days prior to the date on which the
Custodian is to take such action.
2.17 Proper Instructions. Proper Instructions as used throughout this
Article 2 means a writing signed or initialled by one or more person
or persons as the Board of Directors shall have from time to time
authorized. Each such writing shall set forth the specific
transaction or type of transaction involved, including a specific
statement of the purpose for which such action is requested. Oral
instructions will be considered Proper Instructions if the Custodian
reasonably believes them to have been given by a person authorized to
give such instructions with respect to the transaction involved. The
Fund shall cause all oral instructions to be confirmed in writing.
Upon receipt of a certificate of the Secretary or an Assistant
Secretary as to the authorization by the Board of Directors of the
Fund accompanied by a detailed description of procedures approved by
the Board of Directors, Proper Instructions may include communications
effected directly between electro-mechanical or electronic devices
provided that the Board of Directors and the Custodian are satisfied
that such procedures afford adequate safeguards for the Portfolio's
assets.
2.18 Actions Permitted Without Express Authority. The Custodian may in
its discretion, without express authority from the Fund on behalf of
each applicable Portfolio:
1) make payments to itself or others for minor expenses of
handling securities or other similar items relating to
its duties under this Contract, provided that all such
payments shall be accounted for to the Fund on behalf of
the Portfolio;
2) surrender securities in temporary form for securities in
definitive form;
3) endorse for collection, in the name of the Portfolio,
checks, drafts and other negotiable instruments; and
4) in general, attend to all non-discretionary details in
connection with the sale, exchange, substitution, purchase,
transfer and other dealings with the securities and
property of the Portfolio except as otherwise directed by
the Board of Directors of the Fund.
2.19 Evidence of Authority. The Custodian shall be protected in acting
upon any instructions, notice, request, consent, certificate or other
instrument or paper believed by it to be genuine and to have been
properly executed by or on behalf of the Fund. The Custodian may
receive and accept a certified copy of a vote of the Board of
Directors of the Fund as conclusive evidence (a) of the authority of
any person to act in accordance with such vote or (b) of any
determination or of any action by the Board of Directors pursuant to
the Articles of Incorporation as described in such vote, and such vote
may be considered as in full force and effect until receipt by the
Custodian of written notice to the contrary.
3. Duties of Custodian With Respect to the Books of Account and
Calculation of Net Asset Value and Net Income
------------------------------------------------------------
The Custodian shall cooperate with and supply necessary information to
the entity or entities appointed by the Board of Directors of the Fund to
keep the books of account of each Portfolio and/or compute the net asset
value per share of the outstanding shares of each Portfolio or, if directed
in writing to do so by the Fund on behalf of the Portfolio, shall itself
keep such books of account and/or compute such net asset value per share.
If directed in writing to do so by the Fund, the Custodian shall also
calculate daily the net income of the Portfolio as described in the Fund's
currently effective prospectus related to such Portfolio and shall advise
the Fund and the Transfer Agent daily of the total amounts of such net
income and, if instructed in writing by an officer of the Fund to do so,
shall advise the Transfer Agent periodically of the division of such net
income among its various components. The calculations of the net asset
value per share and the daily income of each Portfolio shall be made at the
time or times described from time to time in the Fund's currently effective
prospectus related to such Portfolio.
4. Records.
-------
The Custodian shall with respect to each Portfolio create and maintain
all records relating to its activities and obligations under this Contract
in such manner as will meet the obligations of the Fund under the
Investment Company Act of 1940, with particular attention to Section 31
thereof and Rules 31a-1 and 31a-2 thereunder, applicable federal and state
tax laws and any other law or administrative rules or procedures which may
be applicable to the Fund. All such records shall be the property of the
Fund and shall at all times during the regular business hours of the
Custodian be open for inspection by duly authorized officers, employees or
agents of the Fund and employees and agents of the Securities and Exchange
Commission. The Custodian shall, at the Fund's request, supply the Fund
with a tabulation of securities owned by each Portfolio and held by the
Custodian and shall, when requested to do so by the Fund and for such
compensation as shall be agreed upon between the Fund and the Custodian,
include certificate numbers in such tabulations.
5. Opinion of Fund's Independent Accountants
-----------------------------------------
The Custodian shall take all reasonable action, as the Fund on behalf
of each applicable Portfolio may from time to time request, to obtain from
year to year favorable opinions from the Fund's independent accountants
with respect to its activities hereunder in connection with the preparation
of the Fund's Form N-1A, and Form N-SAR or other annual reports to the
Securities and Exchange Commission and with respect to any other
requirements of such Commission.
6. Reports to Fund by Independent Public Accountants
-------------------------------------------------
The Custodian shall provide the Fund, on behalf of each of the
Portfolios at such time as the Fund may reasonably require, with reports by
independent public accountants on the accounting system, internal
accounting control and procedures for safeguarding securities, futures
contracts and options on futures contracts, including securities deposited
and/or maintained in a Securities System, relating to the services provided
by the Custodian under this Contract; such reports, shall be of sufficient
scope and in sufficient detail, as may reasonably be required by the Fund
to provide reasonable assurance that any material inadequacies would be
disclosed by such examination, and, if there are no such inadequacies, the
reports shall so state.
7. Compensation of Custodian
-------------------------
The Custodian shall be entitled to reasonable compensation for its
services and expenses as Custodian, as agreed upon from time to time
between the Fund on behalf of each applicable Portfolio and the Custodian.
8. Responsibility of Custodian
---------------------------
So long as and to the extent that it is in the exercise of reasonable
care, the Custodian shall not be responsible for the title, validity or
genuineness of any property or evidence of title thereto received by it or
delivered by it pursuant to this Contract and shall be held harmless in
acting upon any notice, request, consent, certificate or other instrument
reasonably believed by it to be genuine and to be signed by the proper
party or parties designated as such in a resolution of the Directors
certified to be true and correct by the Secretary or Assistant Secretary of
the Fund. The Custodian shall be held to the exercise of reasonable care
in carrying out the provisions of this Contract, but shall be kept
indemnified by and shall be without liability to the Fund for any action
taken or omitted by it in good faith without negligence.
In order that the indemnification provision contained in this Section
8 shall apply, however, it is understood that if in any case the Fund may
be asked to indemnify or save the Custodian harmless, the Fund shall be
fully and promptly advised of all pertinent facts concerning the situation
in question, and it is further understood that the Custodian will use all
reasonable care to identify and notify the Fund promptly concerning any
situation which presents or appears likely to present the probability of
such a claim for indemnification by the Fund. The Fund shall have the
option to defend the Custodian against any claim which may be the subject
of this indemnification, and in the event that the Fund so elects it will
so notify the Custodian and thereupon the Funds shall take over the
complete defense of the claim, and the Custodian shall in such situation
incur no further legal or other expenses for which it shall seek
indemnification under this Section 8. The Custodian shall in no case
confess any claim or make any compromise in any case in which the Fund will
be asked to indemnify the Custodian except with the Fund's prior written
consent.
The Fund agrees to indemnify and hold harmless the Custodian and its
nominee from and against all taxes, charges, expenses, assessments, claims
and liabilities (including counsel fees) incurred or assessed against it or
its nominee in connection with the performance of this Contract, except
such as may arise from it or its nominee's own negligent action, negligent
failure to act or bad faith. The Custodian shall bill the Funds for such
charges, payment of which shall be due within thirty (30) days, provided,
however, that in the event such bill is not paid within thirty (30) days of
the prescribed payment date the Custodian is authorized to charge any
account of the Funds for such amounts.
To secure any advances of cash or securities made by the Custodian to
or for the benefit of the Fund for any purpose which results in the Fund
incurring an overdraft at the end of any business day or for extraordinary
or emergency purposes during any business day, the Fund hereby grants to
the Custodian a security interest in and pledges to the Custodian
securities held for it by the Custodian in an amount not to exceed ten
percent (10%) of the Fund's total assets (taken at the lower of cost or
market value), the specific securities to be designated in writing from
time to time by the Fund or its investment adviser. Should the Fund fail
to repay promptly any advances of cash or securities, the Custodian shall
be entitled to use available cash and to dispose of pledged securities and
property as is necessary to repay any such advances. Notwithstanding the
foregoing, the above-described security interest in such designated
securities shall exist only at such times as there are outstanding any such
advances of cash or securities.
9. Effective Period, Termination and Amendment
-------------------------------------------
This Contract shall become effective as of its execution, shall
continue in full force and effect until terminated as hereinafter provided,
may be amended at any time by mutual agreement of the parties hereto and
may be terminated by either party by an instrument in writing delivered or
mailed, postage prepaid to the other party, such termination to take effect
not sooner than thirty (30) days after the date of such delivery or
mailing; provided, however that the Custodian shall not with respect to a
Portfolio act under Section 2.12 hereof in the absence of receipt of an
initial certificate of the Secretary or an Assistant Secretary that the
Board of Directors of the Fund has approved the initial use of a particular
Securities System by such Portfolio and the receipt of an annual
certificate of the Secretary or an Assistant Secretary that the Board of
Directors has reviewed the use by such Portfolio of such Securities System,
as required in each case by Rule 17f-4 under the Investment Company Act of
1940, as amended and that the Custodian shall not with respect to a
Portfolio act under Section 2.12A hereof in the absence of receipt of an
initial certificate of the Secretary or an Assistant Secretary that the
Board of Directors has approved the initial use of the Direct Paper System
by such Portfolio and the receipt of an annual certificate of the Secretary
or an Assistant Secretary that the Board of Directors has reviewed the use
by such Portfolio of the Direct Paper System; provided further, however,
that the Fund shall not amend or terminate this Contract in contravention
of any applicable federal or state regulations, or any provision of the
Articles of Incorporation, and further provided, that the Fund on behalf of
one or more of the Portfolios may at any time by action of its Board of
Directors, (i) substitute another bank or trust company for the Custodian
by giving notice as described above to the Custodian, or (ii) immediately
terminate this Contract in the event of the appointment of a conservator or
receiver for the Custodian by the Comptroller of the Currency or upon the
happening of a like event at the direction of an appropriate regulatory
agency or court of competent jurisdiction.
Upon termination of the Contract, the Fund on behalf of each
applicable Portfolio shall pay to the Custodian such compensation as may be
due as of the date of such termination and shall likewise reimburse the
Custodian for its costs, expenses and disbursements.
10. Successor Custodian
-------------------
If a successor custodian for the Fund, of one or more of the
Portfolios shall be appointed by the Board of Directors of the Fund, the
Custodian shall, upon termination deliver to such successor custodian at
the office of the Custodian, duly endorsed and in the form for transfer,
all securities of each applicable Portfolio then held by it hereunder and
shall transfer to an account of the successor custodian all of the
securities of each such Portfolio held in a Securities System.
If no such successor custodian shall be appointed, the Custodian
shall, in like manner, upon receipt of a certified copy of a vote of the
Board of Directors of the Fund, deliver at the office of the Custodian and
transfer such securities, funds and other properties in accordance with
such vote.
In the event that no written order designating a successor custodian
or certified copy of a vote of the Board of Directors shall have been
delivered to the Custodian on or before the date when such termination
shall become effective, then the Custodian shall have the right to deliver
to a bank or trust company, which is a "bank" as defined in the Investment
Company Act of 1940, doing business in Boston, Massachusetts, of its own
selection, having an aggregate capital, surplus, and undivided profits, as
shown by its last published report, of not less than $25,000,000, all
securities, funds and other properties held by the Custodian on behalf of
each applicable Portfolio and all instruments held by the Custodian
relative thereto and all other property held by it under this Contract on
behalf of each applicable Portfolio and to transfer to an account of such
successor custodian all the securities of each such Portfolio held in any
Securities System. Thereafter, such bank or trust company shall be the
successor of the Custodian under this Contract.
In the event that securities, funds and other properties remain in the
possession of the Custodian after the date of termination hereof owing to
failure of the Fund to procure the certified copy of the vote referred to
or of the Board of Directors to appoint a successor custodian, the
Custodian shall be entitled to fair compensation for its services during
such period as the Custodian retains possession of such securities, funds
and other properties and the provisions of this Contract relating to the
duties and obligations of the Custodian shall remain in full force and
effect.
11. Interpretive and Additional Provisions
--------------------------------------
In connection with the operation of this Contract, the Custodian and
the Fund on behalf of each of the Portfolios, may from time to time agree
on such provisions interpretive of or in addition to the provisions of this
Contract as may in their joint opinion be consistent with the general tenor
of this Contract. Any such interpretive or additional provisions shall be
in a writing signed by both parties and shall be annexed hereto, provided
that no such interpretive or additional provisions shall contravene any
applicable federal or state regulations or any provision of the Articles of
Incorporation of the Fund. No interpretive or additional provisions made
as provided in the preceding sentence shall be deemed to be an amendment of
this Contract.
12. Additional Funds
----------------
In the event that the Fund establishes one or more series of Shares
in addition to Limited Term Municipal Fund National Portfolio, Limited Term
Municipal Fund California Portfolio, and Limited Term Municipal Fund New
York Portfolio with respect to which it desires to have the Custodian
render services as custodian under the terms hereof, it shall so notify the
Custodian in writing, and if the Custodian agrees in writing to provide
such services, such series of Shares shall become a Portfolio hereunder.
13. Massachusetts Law to Apply
--------------------------
This Contract shall be construed and the provisions thereof
interpreted under and in accordance with laws of the Commonwealth of
Massachusetts.
14. Prior Contracts
---------------
This Contract supersedes and terminates, as of the date hereof, all
prior contracts between the Fund on behalf of each of the Portfolios and
the Custodian relating to the custody of the Fund's assets.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed in their names and on their behalf under their seals by and
through their duly authorized officers, as of the day and year first above
written.
LIMITED TERM MUNICIPAL FUND, INC.
in respect of
LIMITED TERM MUNICIPAL FUND __________ PORTFOLIO
By:________________________________________________________________________
ATTEST:
___________________________________________________________________________
STATE STREET BANK AND TRUST COMPANY
By:________________________________________________________________________
Vice President
ATTEST:
___________________________________________________________________________
Assistant Secretary
<PAGE>
<PAGE>
EXHIBIT 16
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, H. Garrett
Thornburg, Jr., hereby constitutes and appoints Brian J. McMahon, Dawn B.
Shapland, Steven J. Bohlin and Charles W. N. Thompson, Jr., jointly and
severally, his attorneys-in-fact, each with power of substitution, for him
in any and all capacities, to sign Registration Statements under the
Securities Act of 1933 and the Investment Company Act of 1940 for Thornburg
Limited Term Municipal Fund, Inc. and any and all pre- and post-effective
amendments to any such Registration Statements, for any series of the
company and to file the same with the Securities and Exchange Commission
and the various state regulatory agencies, hereby ratifying and confirming
all that each of said attorneys-in-fact or his or her substitute or
substitutes may do or cause to be done by virtue thereof.
DATED: May 2, 1997
/s/
___________________________________
H. Garrett Thornburg, Jr.
<PAGE>
<PAGE>
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned, J. Burchenal
Ault, hereby constitutes and appoints H. Garrett Thornburg, Jr., Brian J.
McMahon, Dawn B. Shapland and Charles W. N. Thompson, Jr., jointly and
severally, his attorneys-in-fact, each with power of substitution, for him
in any and all capacities, to sign Registration Statements under the
Securities Act of 1933 and the Investment Company Act of 1940 for Limited
Term Municipal Fund, Inc. and any and all pre- and post-effective
amendments to any such Registration Statements, and to file the same with
the Securities and Exchange Commission and the various state regulatory
agencies, hereby ratifying and confirming all that each of said attorneys-
in-fact or his or her substitute or substitutes may do or cause to be done
by virtue thereof.
DATED: June 21, 1993
/s/
___________________________________
J. Burchenal Ault
<PAGE>
<PAGE>
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned, Richard M.
Curry, hereby constitutes and appoints H. Garrett Thornburg, Jr., Brian J.
McMahon, Dawn B. Shapland and Charles W. N. Thompson, Jr., jointly and
severally, his attorneys-in-fact, each with power of substitution, for him
in any and all capacities, to sign Registration Statements under the
Securities Act of 1933 and the Investment Company Act of 1940 for Limited
Term Municipal Fund, Inc. and any and all pre- and post-effective
amendments to any such Registration Statements, and to file the same with
the Securities and Exchange Commission and the various state regulatory
agencies, hereby ratifying and confirming all that each of said attorneys-
in-fact or his or her substitute or substitutes may do or cause to be done
by virtue thereof.
DATED: June 21, 1993
/s/
___________________________________
Richard M. Curry
<PAGE>
<PAGE>
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned, Eliot R. Cutler,
hereby constitutes and appoints H. Garrett Thornburg, Jr., Brian J.
McMahon, Dawn B. Shapland and Charles W. N. Thompson, Jr., jointly and
severally, his attorneys-in-fact, each with power of substitution, for him
in any and all capacities, to sign Registration Statements under the
Securities Act of 1933 and the Investment Company Act of 1940 for Limited
Term Municipal Fund, Inc. and any and all pre- and post-effective
amendments to any such Registration Statements, and to file the same with
the Securities and Exchange Commission and the various state regulatory
agencies, hereby ratifying and confirming all that each of said attorneys-
in-fact or his or her substitute or substitutes may do or cause to be done
by virtue thereof.
DATED: June 21, 1993
/s/
___________________________________
Eliot R. Cutler
<PAGE>
<PAGE>
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned, James E.
Monaghan, Jr. hereby constitutes and appoints H. Garrett Thornburg, Jr.,
Brian J. McMahon, Dawn B. Shapland and Charles W. N. Thompson, Jr., jointly
and severally, his attorneys-in-fact, each with power of substitution, for
him in any and all capacities, to sign Registration Statements under the
Securities Act of 1933 and the Investment Company Act of 1940 for Limited
Term Municipal Fund, Inc. and any and all pre- and post-effective
amendments to any such Registration Statements, and to file the same with
the Securities and Exchange Commission and the various state regulatory
agencies, hereby ratifying and confirming all that each of said attorneys-
in-fact or his or her substitute or substitutes may do or cause to be done
by virtue thereof.
DATED: June 21, 1993
/s/
___________________________________
James E. Monaghan, Jr.
<PAGE>
<PAGE>
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned, A. G. Newmyer,
III, hereby constitutes and appoints H. Garrett Thornburg, Jr., Brian J.
McMahon, Dawn B. Shapland and Charles W. N. Thompson, Jr., jointly and
severally, his attorneys-in-fact, each with power of substitution, for him
in any and all capacities, to sign Registration Statements under the
Securities Act of 1933 and the Investment Company Act of 1940 for Limited
Term Municipal Fund, Inc. and any and all pre- and post-effective
amendments to any such Registration Statements, and to file the same with
the Securities and Exchange Commission and the various state regulatory
agencies, hereby ratifying and confirming all that each of said attorneys-
in-fact or his or her substitute or substitutes may do or cause to be done
by virtue thereof.
DATED: June 21, 1993
/s/
___________________________________
A. G. Newmyer, III
<PAGE>
<PAGE>
POWER OF ATTORNEY
Know All Men By These Presents, that the undersigned, Brian J.
McMahon, president of Limited Term Municipal Fund, Inc., hereby constitutes
and appoints H. Garrett Thornburg, Jr., Dawn B. Shapland, Steven J. Bohlin
and Charles W. N. Thompson, Jr., jointly and severally, his attorneys-in-
fact, each with power of substitution, for him in any and all capacities,
to sign Registration Statements under the Securities Act of 1933 and the
Investment Company Act of 1940 for Limited Term Municipal Fund, Inc. and
any and all pre- and post-effective amendments to any such Registration
Statements, and to file the same with the Securities and Exchange
Commission and the various state regulatory agencies, hereby ratifying and
confirming all that each of said attorneys-in-fact or his or her substitute
or substitutes may do or cause to be done by virtue thereof.
DATED: June 21, 1993
/s/
___________________________________
Brian J. McMahon
