As Filed with the Securities and Exchange Commission
July 16, 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. 2 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.
<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, December 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.
<PAGE>
<TABLE>
Thornburg Limited Term Municipal Fund, Inc. - California Portfolio
Pro Forma Schedule of Investments
December 31, 1996
(Unaudited)
<CAPTION>
Thornburg Mackenzie Pro Forma Combined
Issuer-Description Principal Value Principal Value Principal Value
------------------ --------- --------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Adelanto California Public Financing Authority, 6.30%, 09/01/28 $1,000,000 $975,000 $1,000,000 $975,000
Alameda Contra Costa CA Tran , 7.2%, 08/01/2000 $615,000 $658,511 615,000 658,511
Albany CA Pub Facs Fing Auth , 6.6%, 09/01/2000 370,000 390,694 370,000 390,694
Antioch CA Uni Sch Dist Ctfs , 0.0%, 07/01/2005 165,000 95,844 165,000 95,844
Bakersfield California Hospital Revenue, 6.50%, 01/01/22 2,000,000 2,042,500 2,000,000 2,042,500
Berkeley CA Health Fac Rev , 5.7%, 12/01/98 1,300,000 1,305,044 1,300,000 1,305,044
Berkley, California Health Facility, 6.55%, 12/01/22 1,000,000 1,013,750 1,000,000 1,013,750
California Cntys Lease Fing , 7.3%, 10/01/98 500,000 504,370 500,000 504,370
California Edl Facs Auth Rev , 5.15%, 09/01/2003 500,000 514,910 500,000 514,910
California Edl Facs Auth Rev , 5.6%, 10/01/2000 835,000 859,875 835,000 859,875
California Edl Facs Auth Rev , 5.6%, 10/01/2002 1,805,000 1,868,446 1,805,000 1,868,446
California Health Facilities Auth (Downey Community), 5.30%, 500,000 501,250 500,000 501,250
05/15/04 (Pre-refunded)
California Health Facilities Auth (Pacific Presb. Med Cntr), 250,000 270,937 250,000 270,937
7.00%, 06/01/08 (Pre-refunded)
California Health Facilities Auth (Pomona), 7.00%, 01/01/17 650,000 660,803 650,000 660,803
(Pre-refunded)
California Hlth Facs Fing Rev , 5.25%, 08/01/2000 505,000 521,771 505,000 521,771
California Hlth Facs Fing Rev , 6.65%, 09/01/2001 1,000,000 1,065,310 1,000,000 1,065,310
California Hlth Facs Fing Rev , 7.8%, 07/01/2006 500,000 514,040 500,000 514,040
California Housing Finance Authority, 6.90%, 08/01/16 100,000 100,964 100,000 100,964
California Hsg Fin Agy Rev , 0.0%, 08/01/2001 145,000 105,269 145,000 105,269
California Hsg Fin Agy Rev , 10%, 02/01/2002 30,000 30,012 30,000 30,012
California Hsg Fin Agy Rev , 9.875%, 02/01/2017 670,000 699,862 670,000 699,862
California Pollution Control Financing Authority, 6.85%, 012/01/08 500,000 536,875 500,000 536,875
California Pollution Control Financing Authority, 7.20%, 09/01/15 5,000 5,120 5,000 5,120
California Pub Cap Impts Rev , 8.25%, 03/01/98 760,000 790,028 760,000 790,028
California St Dept Vet Affairs, 6.55%, 08/01/2001 1,390,000 1,454,913 1,390,000 1,454,913
California St Dept Vet Affairs, 7.4%, 08/01/97 1,000,000 1,017,440 1,000,000 1,017,440
California St Dept Vet Affairs, 7.5%, 08/01/98 250,000 261,598 250,000 261,598
California St Univ Rev , 6.4%, 11/01/2002 850,000 924,639 850,000 924,639
California St , 6.5%, 10/01/99 1,000,000 1,060,930 1,000,000 1,060,930
California St , 7.3%, 10/01/2001 200,570 215,898 200,570 215,898
California State Public Works Revenue(NC), 8.35%, 12/01/99 500,000 549,375 500,000 549,375
California State Public Works Revenue, 7.375%, 04/01/06 5,000 5,512 5,000 5,512
California State (GO) (NC), 6.75%, 05/01/02 500,000 551,250 500,000 551,250
California State (GO) (NC), 9.50%, 02/01/10 1,000,000 1,396,250 1,000,000 1,396,250
California State (GO) (NC), 9.50%, 05/01/03 500,000 628,750 500,000 628,750
California Stwde Cmntys Dev , 2.56%, 01/01/2000 1,000,000 944,070 1,000,000 944,070
California Stwde Cmntys Dev , 2.85%, 01/01/2001 1,000,000 928,150 1,000,000 928,150
California Stwde Cmntys Dev , 6%, 09/01/2004 1,000,000 1,048,040 1,000,000 1,048,040
California Stwde Cmntys Dev , 6.4%, 05/01/2002 730,000 761,653 730,000 761,653
Cerritos Compton Glendale CA , 8%, 02/01/98 130,000 134,935 130,000 134,935
Chula Vista CA Mlt Fam Hsg Rev, 5.75%, 11/01/2007 1,905,000 1,909,420 1,905,000 1,909,420
Clovis + Fresno Uni Sch CA , 6.7%, 05/01/97 250,000 252,238 250,000 252,238
Coachella Vy CA Wtr Dist No 71, 5.75%, 10/01/2000 700,000 727,874 700,000 727,874
Costa Mesa City Hall, 7.50%, 10/01/97 (Pre-refunded) 50,000 51,455 50,000 51,455
Cupertino CA Ctfs Partn , 5.6%, 07/01/2000 660,000 682,407 660,000 682,407
Duarte Cal City of Hope Nat Med Cntr Cert of Part, 6.25%,04/01/23 1,000,000 1,006,250 1,000,000 1,006,250
El Paso De Robles Newark CA , 7.4%, 06/01/98 60,000 61,414 60,000 61,414
Fontana Redevelopment Agency, 8.00%, 09/01/98 (Pre-refunded) 20,000 21,700 20,000 21,700
Foothill De Anza CA Cmnty , 7.35%, 03/01/2007 350,000 388,455 350,000 388,455
FoothillL/Eastern Trans Corridor Agency, Cal Toll Road Rev (NC), 750,000 203,438 750,000 203,438
0.00%, 01/01/18
FoothillL/Eastern Trans Corridor Agency, Cal Toll Road Rev (NC), 1,000,000 183,750 1,000,000 183,750
0.00%, 01/01/24
FoothillL/Eastern Trans Corridor Agency, Cal Toll Road Rev (NC), 500,000 496,250 500,000 496,250
6.00%, 01/01/34
Fresno CA Multifamily Hsg Rev , 5.1%, 10/01/2005 600,000 598,062 600,000 598,062
Fruitvale CA Sch Dist , 7.6%, 06/01/99 560,000 597,162 560,000 597,162
Glendale CA Hosp Rev , 7.625%, 01/01/2005 2,000,000 2,189,500 2,000,000 2,189,500
Guam Government (GO), 5.375%, 11/15/13 500,000 465,000 500,000 465,000
Guam Power Authority Revenue, 6.625%, 10/01/14 450,000 471,375 450,000 471,375
Hawaiian Gardens California Redevelopment Agency, 0.00%, 12/01/16 1,000,000 261,250 1,000,000 261,250
Hayward CA Uni Sch Dist , 7.6%, 10/01/2000 200,000 208,476 200,000 208,476
Hermosa Beach CA , 7.1%, 09/01/99 200,000 207,042 200,000 207,042
Huntington Beach CA City Sch , 6.25%, 04/01/97 2,895,000 2,913,962 2,895,000 2,913,962
Inglewood CA Partn , 6.7%, 08/01/2000 605,000 640,683 605,000 640,683
Inglewood CA Partn , 6.8%, 08/01/2001 635,000 679,926 635,000 679,926
Inglewood CA Partn , 6.9%, 08/01/2002 690,000 731,103 690,000 731,103
Inglewood California Redevelopment Agency, 6.125%, 7/01/23 500,000 500,000 500,000 500,000
Irvine CA Impt Bd Act 1915 , 5%, 09/02/2015 200,000 200,000 200,000 200,000
Irvine Ranch CA Wtr Dist , 5%, 08/01/2016 300,000 300,000 300,000 300,000
Irvine Ranch CA Wtr Dist , 7%, 02/15/98 360,000 372,254 360,000 372,254
Irvine Ranch Water District Power Agency, 7.80%, 02/15/08 25,000 25,906 25,000 25,906
Irwindale California Community Redevelopment Agency, 6.60%, 1,300,000 1,342,250 1,300,000 1,342,250
08/01/18
Kern High School District {GO} {NC}, 7.0%, 08/01/10 165,000 195,319 165,000 195,319
Kern High School District {GO} {NC}, 9.0%, 08/01/06 680,000 894,200 680,000 894,200
Lake Elsinore CA Pub Fing Auth, 6.15%, 02/01/2001 480,000 510,691 480,000 510,691
Lancaster CA Redev Agy Lease , 4.9%, 12/01/2000 2,000,000 1,983,500 2,000,000 1,983,500
Los Angeles CA Ctfs Partn , 5.8%, 12/01/98 1,500,000 1,537,020 1,500,000 1,537,020
Los Angeles CA Mun Impt Corp , 5%, 02/01/2000 1,000,000 1,006,870 1,000,000 1,006,870
Los Angeles CA Uni Sch Dist , 6.3%, 06/01/2002 1,500,000 1,601,790 1,500,000 1,601,790
Los Angeles Cnty CA Partn, 0.0%, 04/01/2003 700,000 479,381 700,000 479,381
Los Angeles Cnty CA Partn, 0.0%, 10/01/2002 245,000 174,396 245,000 174,396
Los Angeles Cnty CA Partn, 7.7%, 07/15/2001 1,000,000 1,021,580 1,000,000 1,021,580
Los Angeles Cnty CA Hsg , 7.625%, 12/01/2029 350,000 353,829 350,000 353,829
Los Angeles Cnty CA Trans , 5.7%, 07/01/99 1,000,000 1,027,130 1,000,000 1,027,130
Los Angeles Cnty Cert of Part, (Disney Parking Project), (NC), 2,000,000 1,122,500 2,000,000 1,122,500
0.00%, 09/01/06
Los Angeles Cnty Cert of Part, (Disney Parking Project), (NC), 1,000,000 297,500 1,000,000 297,500
0.00%, 09/01/15
Los Angeles Convention & Exhibition Center, 9.00%, 12/01/05 5,000 6,506 5,000 6,506
(Pre-refunded)
Los Angeles Department of Water & Power, 7.625%, 8/1/97 20,000 21,072 20,000 21,072
(Pre-refunded)
Los Angeles Department of Water & Power, 9.0%, 09/01/04 500,000 627,500 500,000 627,500
Los Angeles Harbor Department Revenue, 7.60%, 10/01/18, 205,000 250,100 205,000 250,100
(Escrowed to Maturity)
Los Angeles State Building Authority, 7.5%, 03/01/11 (Pre-refunded) 5,000 5,300 5,000 5,300
Los Angeles Waste Water System Revenue (NC) (MBIA Insured), 8.80%, 500,000 569,375 500,000 569,375
06/01/00
Lynwood CA Uni Sch Dist , 7.2%, 11/01/98 250,000 259,913 250,000 259,913
M S R Pub Pwr Agy CA San Juan , 6.7%, 07/01/2002 2,000,000 2,044,300 2,000,000 2,044,300
Marysville CA Hosp Rev , 6%, 01/01/2004 375,000 401,948 375,000 401,948
Midpeninsula Regl Open Space , 4.75%, 09/01/99 360,000 364,291 360,000 364,291
Midpeninsula Regl Open Space , 4.8%, 09/01/2000 460,000 464,899 460,000 464,899
Midpeninsula Regl Open Space , 7.2%, 09/01/2000 200,000 219,170 200,000 219,170
Morgan Hill CA Uni Sch Dist , 4.7%, 08/01/98 1,230,000 1,241,722 1,230,000 1,241,722
Morgan Hill CA Uni Sch Dist , 4.8%, 08/01/99 1,000,000 1,012,550 1,000,000 1,012,550
Morgan Hill CA Uni Sch Dist , 5%, 08/01/2000 835,000 848,644 835,000 848,644
Morgan Hill California Redevelopment Agency (FHA Insured), 6.45%, 1,000,000 1,033,750 1,000,000 1,033,750
12/01/27
Mountain View CA Shoreline Pk , 4.7%, 08/01/99 660,000 666,851 660,000 666,851
National City CA Commn Tax All, 5.7%, 08/01/99 810,000 842,036 810,000 842,036
National City CA Commn Tax All, 5.9%, 08/01/2000 500,000 527,305 500,000 527,305
New Haven CA Uni Sch Dist , 7.3%, 12/01/2001 330,000 349,473 330,000 349,473
New Haven CA Uni Sch Dist, 7.3%, 12/01/2002 355,000 374,880 355,000 374,880
New Haven CA Uni Sch Dist, 7.4%, 12/01/2003 380,000 400,999 380,000 400,999
New Haven CA Uni Sch Dist, 7.4%, 12/01/2004 410,000 431,890 410,000 431,890
Northern California Power Agency (NC), 5.65%, 7/01/97 700,000 716,625 700,000 716,625
Oakland Redevelopment Agency(AMBAC insured), 7.40%, 05/01/07 100,000 105,625 100,000 105,625
Ontario CA Indl Dev Auth Rev , 7.75%, 09/01/2020 930,000 941,216 930,000 941,216
Orange CA Multifamily Rev , 5.6%, 10/01/2027 1,000,000 1,016,870 1,000,000 1,016,870
Orange Cnty CA Loc Transn Tax , 2.6%, 02/15/99 1,000,000 970,350 1,000,000 970,350
Orange Cnty CA Loc Transn Tax , 5.5%, 02/15/2001 900,000 934,155 900,000 934,155
Orange Cnty CA Loc Transn Tax , 5.75%, 02/15/2004 1,050,000 1,112,108 1,050,000 1,112,108
Orange Cnty CA Loc Transn Tax , 5.7%, 02/15/2003 1,550,000 1,636,351 1,550,000 1,636,351
Orange Cnty CA Loc Transn Tax , 6%, 02/15/2006 510,000 548,117 510,000 548,117
Orange Cnty CA Recovery, 5.5%, 07/01/2002 2,000,000 2,090,440 2,000,000 2,090,440
Orange Cnty CA Var Santn Dists, 5%, 08/01/2015 200,000 200,000 200,000 200,000
Orange Cnty CA , 5.1%, 06/01/2002 1,100,000 1,130,360 1,100,000 1,130,360
Orange Cnty CA , 5.2%, 06/01/2003 1,000,000 1,034,150 1,000,000 1,034,150
Orange Cnty CA , 6.5%, 06/01/2004 2,000,000 2,224,460 2,000,000 2,224,460
Orange Cnty CA , 6.5%, 06/01/2005 2,000,000 2,234,520 2,000,000 2,234,520
Oxnard CA Hbr Dist , 6.6%, 08/01/2000 1,175,000 1,235,172 1,175,000 1,235,172
Oxnard CA Indl Dev Fin Auth , 9.5%, 10/01/97 300,000 302,946 300,000 302,946
Palomar Pomerado California Health System (NC), 0.00%, 11/02/03 500,000 360,000 500,000 360,000
Paramount CA Uni Sch Dist, 0.0%, 09/01/2014 510,000 406,496 510,000 406,496
Perris CA Sch Dist Ctfs Partn , 5.1%, 03/01/2000 100,000 102,518 100,000 102,518
Perris California High School Dist Cert of Part, 5.85%, 09/01/11 2,000,000 1,970,000 2,000,000 1,970,000
Piedmont Unified School District (GO), 0.00%, 08/01/13 1,000,000 378,750 1,000,000 378,750
Puerto Rico Commonweatlh (GO) (NC), 0.00% 7/01/04 500,000 343,125 500,000 343,125
Puerto Rico Educational Facility (Polytechnic University), 5.7%, 250,000 235,000 250,000 235,000
08/01/2013
Rancho Cucamonga Redev. Agency (FDIC Insured), 7.7%, 05/01/98 35,000 36,750 35,000 36,750
(Pre-refunded)
Redwood City CA Mlt Fam Hsg , 5.2%, 10/01/2008 980,000 979,922 980,000 979,922
Richmond California Joint Powers Financing Authority Revenue, 500,000 502,500 500,000 502,500
5.20%, 05/15/05
Riverside Cnty CA Hsg Auth Rev, 7.75%, 10/01/2000 465,000 477,820 465,000 477,820
Sacramento CA City Fing Auth , 6.3%, 11/01/2002 295,000 318,237 295,000 318,237
Sacramento CA Regl Tran Dist , 6%, 03/01/99 1,000,000 1,034,530 1,000,000 1,034,530
Sacramento CA Regl Tran Dist , 6.25%, 03/01/2001 1,000,000 1,061,450 1,000,000 1,061,450
Sacramento CA Util Dist Elec , 6.6%, 02/01/97 550,000 551,337 550,000 551,337
Sacramento Cnty CA Mlt Fam Hsg, 5.875%, 02/01/2008 940,000 954,918 940,000 954,918
Salinas California Redevelopment Agency(CGIC Insured), 0.00%, 2,000,000 442,500 2,000,000 442,500
11/01/22
San Diego Cnty CA Trans Commn , 6.125%, 04/01/98 450,000 463,568 450,000 463,568
San Diego Industrial Rev (San Diego Gas & Elec), 7.875%, 08/01/97 35,000 36,592 35,000 36,592
(Pre-refunded)
San Francisco CA City + Cnty , 0.0%, 07/01/2000 255,000 216,584 255,000 216,584
San Francisco CA City + Cnty , 6.125%, 07/01/2002 225,000 225,405 225,000 225,405
San Jacinto CA Indl Dev Auth , 7.2%, 06/01/98 400,000 417,948 400,000 417,948
San Joaquin Cnty CA Partn, 5.25%, 09/01/98 2,000,000 2,019,220 2,000,000 2,019,220
San Joaquin Cnty CA Partn, 5.6%, 09/01/2000 1,440,000 1,465,128 1,440,000 1,465,128
San Joaquin Cnty CA Partn, 5.9%, 09/01/2003 895,000 922,074 895,000 922,074
San Marcos CA Pub Facs Auth , 0.0%, 01/01/2000 410,000 358,340 410,000 358,340
San Marcos CA Pub Facs Auth , 0.0%, 01/01/99 1,310,000 1,201,964 1,310,000 1,201,964
Santa Ana CA Cmnty Redev Agy , 6.5%, 12/15/2014 440,000 464,644 440,000 464,644
Santa Ana CA Cmnty Redev Agy , 7.1%, 09/01/98 500,000 513,550 500,000 513,550
Santa Clara Certificate of Participation (NC) (MBIA Insured), 500,000 571,875 500,000 571,875
7.75%, 02/01/02
Santa Clara Electric Revenue, 7.80%, 07/01/10 35,000 36,064 35,000 36,064
Santa Cruz Hospital Revenue (Dominican), 7.00%, 12/01/13 100,000 103,308 100,000 103,308
Santa Monica CA Cmnty College , 7.65%, 05/01/2001 315,000 323,146 315,000 323,146
Santa Rosa Insured Revenue (Episcopal Homes) (CA Mrtg Ins), 250,000 255,515 250,000 255,515
7.125%, 06/01/14
Sata Clara Cnty Cert. of Part. (Amer. Baptist Homes), 8.00%, 20,000 21,300 20,000 21,300
03/01/98 (Pre-refunded)
Snowline Joint Unified School District Certificate of Participation, 750,000 793,125 750,000 793,125
7.25%, 04/01/18
Sonoma Cnty CA Ctfs Partn , 5.4%, 08/01/2000 810,000 837,095 810,000 837,095
Sonoma Cnty CA Ctfs Partn , 5.8%, 08/01/2003 950,000 988,637 950,000 988,637
South Coast Air Quality Mgmt , 9.75%, 08/01/98 150,000 163,607 150,000 163,607
South Orange Cnty CA Pub Fing , 7%, 09/01/2005 1,435,000 1,646,691 1,435,000 1,646,691
Southern California Public Power Authority (NC), 0.00%, 07/01/15 2,000,000 672,500 2,000,000 672,500
Stanislaus CA Waste , 7.2%, 01/01/97 700,000 700,000 700,000 700,000
Stanislaus CA Waste , 7.3%, 01/01/98 250,000 255,885 250,000 255,885
Suisun City CA Redev Tax Alloc, 7.2%, 10/01/2001 340,000 377,199 340,000 377,199
Sulphur Springs CA Un Sch Dist, 5.7%, 03/01/2001 500,000 523,500 500,000 523,500
Sunline Trans Agy CA , 5.5%, 07/01/2002 450,000 466,169 450,000 466,169
Sweetwater CA Un High Sch , 6.4%, 11/01/2001 900,000 949,680 900,000 949,680
Temecula CA Cmnty Svcs Dist , 6%, 10/01/2000 210,000 219,929 210,000 219,929
Temecula CA Cmnty Svcs Dist , 6%, 10/01/98 190,000 195,827 190,000 195,827
Temecula CA Cmnty Svcs Dist , 6%, 10/01/99 200,000 208,398 200,000 208,398
Torrence CA Uni Sch Dist , 6.1%, 10/01/2000 255,000 259,883 255,000 259,883
Tracy Certificate of Participation (I-205 Improvement), 7.00%, 1,000,000 1,037,500 1,000,000 1,037,500
10/01/27
Trinity Cnty CA Pub Utils Dist, 5.25%, 04/01/98 275,000 276,694 275,000 276,694
Trinity Cnty CA Pub Utils Dist, 5.5%, 04/01/99 290,000 292,474 290,000 292,474
Turlock CA Irr Dist Ctfs Partn, 6.8%, 01/01/2000 750,000 788,370 750,000 788,370
Turlock CA Irr Dist Ctfs Partn, 7%, 01/01/2001 365,000 384,382 365,000 384,382
Turlock CA Irr Dist Ctfs Partn, 7.15%, 01/01/2003 420,000 442,919 420,000 442,919
University CA Ctfs Partn , 5.45%, 06/01/2003 1,600,000 1,673,040 1,600,000 1,673,040
University CA Revs , 11%, 09/01/98 635,000 703,948 635,000 703,948
University CA Revs , 5.25%, 09/01/2002 870,000 887,261 870,000 887,261
University of California Housing Sys. Rev (NC) (MBIA Insured), 500,000 563,125 500,000 563,125
8.00%, 11/01/00
Vallejo CA Pub Fin Auth , 5%, 09/02/98 625,000 631,038 625,000 631,038
Walnut Valley USD (MBIA Insured) (GO) (NC), 8.75%, 08/01/10 1,000,000 1,328,750 1,000,000 1,328,750
Walnut Valley USD (MBIA Insured) (GO) (NC), 9.00%, 08/01/06 800,000 1, 043,000 800,000 1,043,000
Yorba Linda CA Ctfs , 7%, 11/01/2000 495,000 513,726 495,000 513,726
Yuba City Unified Sch Dist Cert. of Part. (Andros Karperos Sch), 650,000 661,375 650,000 661,375
6.70%, 02/01/13 ---------- ---------- ---------- ---------- ----------- -----------
Total Investments (cost $ 126,810,766) $96,210,570 98,959,644 36,910,000 31,604,986 133,120,570 130,464,630
=========== ========== ========== ========== =========== ===========
</TABLE>
See Notes to Pro Forma Financial Statements.
<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
See Notes to Pro Forma Financial Statements.
<PAGE>
THORNBURG LIMITED TERM MUNICIPAL FUND, INC. - CALIFORNIA PORTFOLIO
PRO FORMA COMBINING STATEMENT OF OPERATIONS
Year Ended December 31, 1996
(Unaudited)
Thornburg Mackenzie Pro Forma Pro Forma
California California Adjustments Combined
---------- ---------- ----------- ---------
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
===============================================
</TABLE>
See Notes to Pro Forma Financial Statements.
<PAGE>
<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 single 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 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) 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 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.
(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 16th
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 16, 1997
