As filed with the Securities and Exchange Commission on March 28, 1996.
1933 Act File No. 33-37971
1940 Act File No. 811-6223
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM N-lA
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No: [ ]
Post-Effective Amendment No: 8 [X]
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No: 9
LEGG MASON TAX-FREE INCOME FUND
(Exact Name of Registrant as Specified in Charter)
111 South Calvert Street
Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (410) 539-0000
Copies to:
CHARLES A. BACIGALUPO ARTHUR C. DELIBERT, ESQ.
111 South Calvert Street Kirkpatrick & Lockhart LLP
Baltimore, Maryland 21202 1800 Massachusetts Ave., NW
(Name and Address of Second Floor
Agent for Service) Washington, D.C. 20036-1800
It is proposed that this filing will become effective:
[X] immediately upon filing pursuant to Rule 485(b)
[ ]on____________, 1996 pursuant to Rule 485(b)
[ ]60 days after filing pursuant to Rule 485(a)(i)
[ ]on____________, 1996 pursuant to Rule 485(a)(i)
[ ]75 days after filing pursuant to Rule 485(a)(ii)
[ ]on____________, 1996 pursuant to Rule 485(a)(ii)
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has filed a declaration pursuant to Rule 24f-2 under the Investment
Company Act of 1940 and filed the notice required by such Rule for its most
recent fiscal year on May 31, 1995.
<PAGE>
<TABLE>
<CAPTION>
LEGG MASON TAX-FREE INCOME FUND
MARYLAND TAX-FREE INCOME TRUST
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Amount of Proposed Proposed
Securities Shares Maximum Maximum Amount of
Being Being Offering Price Aggregate Registration
Registered Registered Per Unit Offering Price Fee
Shares of 686,119 $ 16.59 $290,000 * $100.00*
Beneficial
Interest,
Par value
$.001
</TABLE>
The fee for 686,119 shares to be registered by this filing has been computed
on the basis of the price in effect on March 25, 1996.
*Calculation of the proposed maximum aggregate offering price has been made
pursuant to Rule 24e-2 under the Investment Company Act of 1940. During its
fiscal year ended March 31, 1995, Registrant redeemed or repurchased 1,838,012,
shares of beneficial interest. During its current fiscal year, Registrant used
1,169,373 of the shares it redeemed or repurchased during its fiscal year ended
March 31, 1995 for a reduction pursuant to paragraph (c) of Rule 24f-2 under the
Investment Company Act of 1940. Registrant is using this post-effective
amendment to register the remaining 668,639 shares redeemed or repurchased
during its fiscal year ended March 31, 1995. During its current fiscal year
Registrant has filed no other post-effective amendments for the purpose of
the reduction pursuant to paragraph (a) of Rule 24e-2.
<PAGE>
<TABLE>
<CAPTION>
LEGG MASON TAX-FREE INCOME FUND
PENNSYLVANIA TAX-FREE INCOME TRUST
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Amount of Proposed Proposed
Securities Shares Maximum Maximum Amount of
Being Being Offering Price Aggregate Registration
Registered Registered Per Unit Offering Price Fee
Shares of 157,826 $ 16.64 $290,000 * $100.00*
Beneficial
Interest,
Par value
$.001
</TABLE>
The fee for 157,826 shares to be registered by this filing has been computed on
the basis of the price in effect on March 25, 1996.
*Calculation of the proposed maximum aggregate offering price has been made
pursuant to Rule 24e-2 under the Investment Company Act of 1940. During its
fiscal year ended March 31, 1995, Registrant redeemed or repurchased 661,710,
shares of beneficial interest. During its current fiscal year, Registrant used
521,311 of the shares it redeemed or repurchased during its fiscal year ended
March 31, 1995 for a reduction pursuant to paragraph (c) of Rule 24f-2 under the
Investment Company Act of 1940. Registrant is using this post-effective
amendment to register the remaining 140,399 shares redeemed or repurchased
during its fiscal year ended March 31, 1995. During its current fiscal year
Registrant has filed no other post-effective amendments for the purpose of
the reduction pursuant to paragraph (a) of Rule 24e-2.
<PAGE>
<TABLE>
<CAPTION>
LEGG MASON TAX-FREE INCOME FUND
TAX-FREE INTERMEDIATE-TERM INCOME TRUST
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of Amount of Proposed Proposed
Securities Shares Maximum Maximum Amount of
Being Being Offering Price Aggregate Registration
Registered Registered Per Unit Offering Price Fee
Shares of 510,687 $ 15.38 $290,000 * $100.00*
Beneficial
Interest,
Par value
$.001
</TABLE>
The fee for 510,687 shares to be registered by this filing has been computed on
the basis of the price in effect on March 25, 1996.
*Calculation of the proposed maximum aggregate offering price has been made
pursuant to Rule 24e-2 under the Investment Company Act of 1940. During its
fiscal year ended March 31, 1995, Registrant redeemed or repurchased 838,869
shares of beneficial interest. During its current fiscal year, Registrant used
347,037 of the shares it redeemed or repurchased during its fiscal year ended
March 31, 1995 for a reduction pursuant to paragraph (c) of Rule 24f-2 under the
Investment Company Act of 1940. Registrant is using this post-effective
amendment to register the remaining 491,832 shares redeemed or repurchased
during its fiscal year ended March 31, 1995. During its current fiscal year
Registrant has filed no other post-effective amendments for the purpose of
the reduction pursuant to paragraph (a) of Rule 24e-2.
<PAGE>
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Legg Mason Tax-Free Income Fund,
certifies that it meets all the requirements for effectiveness in this Post-
Effective Amendment No. 8 to its Registration Statement pursuant to Rule 485(b)
under the Securities Act of 1933 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized, in the
City of Baltimore and State of Maryland, on the 27th day of March, 1996.
Legg Mason Tax-Free Income Fund
By:/s/ Edmund J. Cashman, Jr.
Edmund J. Cashman, Jr.
President
Pursuant to the requirement of the Securities Act of 1933, this Post-
Effective Amendment to the Registrant's Registration Statement has been signed
below by the following persons in the capacities and on the dates indicated:
Signature Title Date
/s/Edmund J. Cashman, Jr. President and Trustee March 27, 1996
Edmund J. Cashman, Jr.
/s/John F. Curley, Jr. Chairman of the Board March 27, 1996
John F. Curley, Jr. and Trustee
/s/ Richard G. Gilmore Trustee March 27, 1996
Richard G. Gilmore*
/s/ Charles F. Haugh Trustee March 27, 1996
Charles F. Haugh*
/s/ Arnold L. Lehman Trustee March 27, 1996
Arnold L. Lehman*
/s/ Jill E. McGovern Trustee March 27, 1996
Jill E. McGovern*
/s/ T. A. Rodgers Trustee March 27, 1996
T. A. Rodgers*
/s/ Marie K. Karpinski Vice President March 27, 1996
Marie K. Karpinski and Treasurer
*Signatures affixed by Marie K. Karpinski pursuant to a power of attorney dated
May 18, 1992, incorporated herein by reference to Pre-Effective Amendment No. 3,
SEC File No. 33-37971, filed August 28, 1992.
KIRKPATRICK & LOCKHART LLP
1800 Massachusetts Avenue, N.W.
Washington, D.C. 20036-1800
(202) 778-9000
March 27, 1996
Legg Mason Tax-Free Income Fund
111 South Calvert Street
Baltimore, Maryland 21203
Dear Sir or Madam:
Legg Mason Tax-Free Income Fund ("Fund") is a business trust organized
under the laws of the State of Massachusetts on November 21, 1990. We
understand that the Fund is about to file Post-Effective Amendment No. 8 to
its Registration Statement on Form N-1A for the purpose of registering
additional shares of beneficial interest of three of its series, the Maryland
Tax-Free Income Trust, Pennsylvania Tax-Free Income Trust and Tax-Free
Intermediate-Term Income Trust ("Portfolios") under the Securities Act of 1933,
as amended ("1933 Act"), pursuant to Section 24(e)(1) of the Investment
Company Act of 1940, as amended ("1940 Act").
We have, as counsel, participated in various business and other proceedings
relating to the Fund. We have examined copies either certified or otherwise
proved to be genuine, of the Declaration of Trust and By-Laws of the Fund and
minutes of the meetings of the board of trustees and other documents relating to
its organization and operation, and we are generally familiar with its business
affairs. Based upon the foregoing, it is our opinion that the shares of
beneficial interest currently being registered pursuant to Section 24(e)(1) as
reflected in Post-Effective Amendment No. 8 may be sold in accordance with the
Fund's Declaration of Trust and By-Laws and, when so sold, will be legally
issued, fully paid and non-assessable. We express no opinion as to compliance
with the 1933 Act, the 1940 Act or applicable state securities laws in
connection with the sales of shares of beneficial interest.
The Trust is an entity of the type commonly known as a "Massachusetts
business trust." Under Massachusetts law, shareholders could, under certain
circumstances, be held personally liable for the obligations of the Trust. The
Declaration of Trust states that creditors of, contractors with and claimants
against the Trust shall look only to the assets of the Trust for payment. It
also requires that notice of such disclaimer be given on each note, bond,
contract, certificate, undertaking or instrument made or issued by the officers
or the Trustees of the Trust on behalf of the Trust. The Declaration of Trust
further provides (i) for indemnification out of assets of the applicable Series
of the Trust for all losses and expenses of any shareholder held personally
liable for the obligations of such Series of the Trust solely by virtue of
ownership of Shares of such Series of the Trust and (ii) for the applicable
Series of the Trust to assume the defense of any claim against the shareholder
for any act or obligation of such Series of the Trust. Thus, the risk of a
shareholder incurring financial loss on account of shareholder liability for the
obligations of the Trust is limited to circumstances in which the Trust would be
unable to meet its obligations.
We hereby consent to this opinion accompanying Post-Effective Amendment No.
8 which you are about to file with the Securities and Exchange Commission.
Sincerely yours,
KIRKPATRICK & LOCKHART LLP
By: /s/ Arthur C. Delibert
Arthur C. Delibert
