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Outside groups looking to engage in positive agenda setting often target legislators with less policy capacity at their disposal. This paper exploits the 1990 passage of California’s Proposition 140 to test this argument. Prop 140 lowered legislative expenditures for the 1991-1992 session by 38% and enacted term limits that began affecting legislators in 1996. Using bill analyses prepared by legislative committees that identify which outside groups served as the source of legislation, it shows how these two reforms increased the agenda setting powers of outside groups by weakening legislative capacity.