LEGG MASON LIGHT STREET TRUST INC, 485APOS, 2000-02-17

LEGG MASON LIGHT STREET TRUST INC
485APOS, 2000-02-17

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As filed with the Securities and Exchange Commission on February 17, 2000.
1933 Act File No. 33-61525
1940 Act File No. 811-08943

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: 6 [X]
---
and
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]
Amendment No: 7
---

LEGG MASON LIGHT STREET TRUST, INC.
(Exact Name of Registrant as Specified in Charter)

100 Light Street
Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (410) 539-0000

Copies to:

MARIE K. KARPINSKI ARTHUR J. BROWN, ESQ.
100 Light 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:

[ ] immediately upon filing pursuant to Rule 485(b)
[ ] on pursuant to Rule 485(b)
[ ] 60 days after filing pursuant to Rule 485(a)(i)
[ ] on pursuant to Rule 485(a)(i)
[ ] 75 days after filing pursuant to Rule 485(a)(ii)
[X] on May 19, 2000 pursuant to Rule 485(a)(ii)

If appropriate, check the following box:
[X] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.

<PAGE>

Legg Mason Light Street Trust, Inc.

Contents of Registration Statement

This registration statement consists of the following papers and documents.

Cover Sheet

Contents of Registration Statement

Legg Mason Real Estate Trust
Part A - Primary Shares Prospectus

Legg Mason Real Estate Trust
Part A - Navigator Shares Prospectus

Part B - Statement of Additional Information

Part C - Other Information

Signature Page

<PAGE>

Legg Mason Light Street Trust, Inc.

Legg Mason Real Estate Trust

PRIMARY SHARES PROSPECTUS May __, 2000

logo

HOW TO INVEST(SERVICEMARK)

As with all mutual funds, the Securities and Exchange Commission has not passed
upon the adequacy of this prospectus, nor has it approved or disapproved these
securities. It is a criminal offense to state otherwise.

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T A B L E O F C O N T E N T S

A b o u t t h e f u n d:

xx Investment objective

xx Principal risks

xx Fees and expenses of the fund

xx Management

A b o u t y o u r i n v e s t m e n t:

xx How to invest

xx How to sell your shares

xx Account policies

xx Services for investors

xx Distributions and taxes

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[icon] I N V E S T M E N T O B J E C T I V E

LEGG MASON REAL ESTATE TRUST:

INVESTMENT OBJECTIVE: Total Return

PRINCIPAL INVESTMENT STRATEGIES:

The fund invests primarily in equity securities of companies principally engaged
in the real estate industry. A company is principally engaged in the real estate
industry if at least 50% of its assets, gross income or net profits are
attributable to ownership, construction, management or sale of residential,
commercial or industrial real estate, or to the financing of those activities.
Companies in the real estate industry in which the fund may invest include real
estate investment trusts (REITs), real estate brokers, home builders and real
estate developers, companies with substantial real estate holdings,
manufacturers and distributors of building supplies, and financial institutions
which issue or service mortgages. The fund may also invest in debt securities of
real estate companies, including convertible debt securities. The fund will not
purchase real estate directly. The adviser normally diversifies its investments
as to issuers, property types and regions. The fund may invest up to 25% of its
total assets in foreign securities.

The adviser follows a value discipline in selecting securities, and therefore
seeks to purchase securities at discounts to the adviser's assessment of their
intrinsic value. Intrinsic value, according to the adviser, is the value of the
issuer measured, to different extents depending on the issuer, on factors such
as, but not limited to, the discounted value of its projected future free cash
flows, the issuer's ability to earn returns on capital in excess of its cost of
capital, private market values of similar issuers, the value of its assets, and
the costs to replicate the business. The adviser seeks to identify issuers that
have strong property fundamentals and strong management teams. In order to
identify such issuers, the adviser analyzes a company's management and strategic
focus, evaluates the location, physical attributes and cash flow generating
capacity of a company's properties and calculates expected returns, among other
things. The adviser typically considers whether to sell a security when any of
those factors changes materially. The adviser emphasizes a bottom-up stock
selection with a top-down asset allocation overlay.

When cash is temporarily available, or for temporary defensive purposes, when
the adviser believes such action is warranted by abnormal market or economic
situations, the fund may invest without limit in cash, money market instruments,
bonds or other debt securities. The fund may not achieve its investment
objective when so invested.

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[icon] P R I N C I P A L R I S K S

IN GENERAL

There is no assurance that the fund will meet its investment objective.
Investors could lose money by investing in the fund. As with all mutual funds,
an investment in this fund is not insured or guaranteed by the Federal Deposit
Insurance Corporation or any other government agency.

REAL ESTATE FOCUS -

Because the fund invests primarily in securities of companies engaged in the
real estate industry, the fund is particularly vulnerable to changes in real
estate values or economic downturns and is subject to risks associated with real
estate, such as liquidity risk, extended vacancy, development delays,
environmental issues, tenant bankruptcies or changes in property taxes, interest
rates and tax and regulatory requirements. In addition, the value of a real
estate investment trust (REIT) can depend on the structure of the REIT and cash
flow generated by the REIT.

The prices of securities issued by companies engaged in the real estate industry
may change in response to interest rate changes. At times, when interest rates
go up, the value of securities issued by companies in the real estate industry
goes down.

If the fund focuses its real estate related investments in a geographic area or
in a property type, the fund will be particularly subject to the risks
associated with that geographic area or property type.

The risks associated with investing in a fund that invests primarily in the
securities of companies engaged in the real estate industry can be greater for
individuals who own real estate, such as a primary residence, because they could
be over-exposed to real estate from an asset allocation perspective.

FOREIGN SECURITIES RISK -

Investments in foreign securities (including those denominated in U.S. dollars)
involve certain risks not typically associated with investments in domestic
issuers. These risks can include political and economic instability, foreign
taxation issues, differences in accounting, auditing and financial reporting
standards, differences in securities regulation and trading, fluctuations in
foreign currencies, and foreign currency exchange controls.

MARKET RISK -

Prices of equity securities generally fluctuate more than those of other
securities. The fund may experience a substantial or complete loss on an
individual stock. Market risk, the risk that stock prices will go down, may
affect a single issuer, an industry or sector of the economy or may affect the
market as a whole.

STYLE RISK -

The value approach to investing involves the risk that those stocks may remain
undervalued. Value stocks as a group may be out of favor for a long period of
time, while the market concentrates on "growth" stocks. Moreover, at different
times, the value approach may favor certain industries or sectors over others,
making fund performance especially subject to the performance of the specific
industries and sectors that are selected by the adviser.

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INVESTMENT MODELS -

The proprietary model used by the adviser to evaluate securities and securities
markets is based on the adviser's understanding of the interplay of market
factors and does not assure successful investment. The markets, or the prices of
individual securities, will, at times, be affected by factors not accounted for
by the model.

YEAR 2000 -

Like other mutual funds (and most organizations around the world), the fund
could be adversely affected by computer problems related to the year 2000. These
could interfere with operations of the fund, its adviser, distributor and other
outside service providers and could impact companies in which the fund invests.

While no one knows if these problems will have any impact on the fund or on
financial markets in general, the adviser and its affiliates and the other
service providers to the fund have reported that they are taking steps to
protect fund investors. These include efforts to determine that the problem will
not directly affect the systems used by major service providers.

Whether these steps will be effective can only be known for certain after
December 31, 1999.

5
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[icon] F E E S A N D E X P E N S E S O F T H E F U N D

The tables below describe the fees and expenses you will incur directly or
indirectly as an investor in the fund. The fund pays operating expenses directly
out of its assets so they lower the fund's share price and dividends. Other
expenses include transfer agency, custody, professional and registration fees.
The fees shown are current fees. The fees and expenses are shown as a percentage
of average net assets.

ANNUAL FUND OPERATING EXPENSES

(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

--------------------------------------------------------
PRIMARY CLASS SHARES
--------------------------------------------------------
Management fees(b) 0.75%
--------------------------------------------------------
Distribution and Service (12b-1)
fees None
--------------------------------------------------------
Other expenses(a) [x.xx%]
--------------------------------------------------------
Total Annual Fund Operating
Expenses x.xx%
--------------------------------------------------------
Fee Waivers and Expense
Reimbursement(b) 0.xx%
--------------------------------------------------------
Net Annual Fund Operating
Expenses x.xx%
--------------------------------------------------------

(a) "Other expenses" are based on estimated expenses for the fiscal year
ending October 31, 2000.

(b) The manager has contractually agreed to waive fees so that Primary
Share expenses (exclusive of taxes, interest, brokerage and extraordinary
expenses) do not exceed an annual rate of 1.60% of average daily net assets
until December 31, 2000.

EXAMPLE:

This example helps you compare the cost of investing in the fund with the cost
of investing in other mutual funds. Although your actual costs may be higher or
lower, you would pay the following expenses on a $10,000 investment in the fund,
assuming (1) a 5% return each year, (2) the fund's operating expenses remain the
same as shown in the table above, and (3) you redeem all of your shares at the
end of the time periods shown. Actual returns may be higher or lower than 5% per
year.

-----------------------------------------------------------
1 YEAR 3 YEARS
-----------------------------------------------------------
Real Estate Trust, Primary Class $____ $____
-----------------------------------------------------------

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[icon] M A N A G E M E N T

MANAGEMENT AND ADVISERS:

Legg Mason Fund Adviser, Inc. ("LMFA"), 100 Light Street, Baltimore, Maryland
21202 provides the fund with investment management and administrative services
and oversees the fund's relationships with outside service providers, such as
the sub-adviser, custodian, transfer agent, accountants, and lawyers.

LMFA acts as manager or adviser to investment companies with aggregate assets of
$[ ] billion as of January 31, 2000.

LMFA has delegated investment advisory responsibilities to
___________________________. __________ is responsible for the actual investment
management of this fund, which includes making investment decisions and placing
orders to buy or sell particular securities. LMFA pays __________ a monthly fee
of 60% of the fee it receives from the fund. Fees paid to __________ are net of
any waivers. __________ acts as investment adviser to [ ] with aggregate assets
of $[ ] as of January 31, 2000.

PORTFOLIO MANAGEMENT:

DISTRIBUTOR OF THE FUND'S SHARES:

Legg Mason Wood Walker, Inc., 100 Light Street, Baltimore, Maryland 21202, is
the distributor of the fund's shares. The fund has adopted a plan that allows it
to pay distribution fees and shareholder service fees for the sale of its shares
and for services provided to shareholders. The fees are calculated daily and
paid monthly.

The fund may pay the distributor an annual fee equal to 0.25% of the fund's
average daily net assets and an annual service fee equal to 0.25% of its average
daily net assets.

Because these fees are paid out of the fund's assets on an ongoing basis, over
time these fees will increase the cost of your investment and may cost you more
than paying other types of sales charges.

The distributor may enter into agreements with other brokers to sell Primary
Shares of the fund. The distributor pays these brokers up to 90% of the
distribution and service fee that it receives from the fund for those sales.

LMFA, __________ and the distributor are wholly owned subsidiaries of Legg
Mason, Inc., a financial services holding company.

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[icon] H O W T O I N V E S T

To open a regular account or a retirement account with the fund, contact a Legg
Mason financial adviser or other entity that has entered into an agreement with
the fund's distributor to sell shares of the Legg Mason family of funds. A Legg
Mason financial adviser will explain the shareholder services available from the
fund and answer any questions you may have. The minimum initial investment is
$1,000 and the minimum for each purchase of additional shares is $100, except as
noted below.

Retirement accounts include traditional IRAs, spousal IRAs, education IRAs, Roth
IRAs, simplified employee pension plans, savings incentive match plans for
employees and other qualified retirement plans. Contact your Legg Mason
financial adviser or other entity offering the funds to discuss which one might
be appropriate for you.

ONCE YOUR ACCOUNT IS OPEN, YOU MAY USE THE FOLLOWING METHODS TO ADD TO YOUR
ACCOUNT:

------------------------ --------------------------------------------------
IN PERSON Give your financial adviser a check for $100 or
more payable to the fund.
------------------------ --------------------------------------------------
MAIL Mail your check, payable to the fund, for $100 or
more to your financial adviser.
------------------------ --------------------------------------------------
TELEPHONE OR Call your financial adviser to transfer available
WIRE cash balances in your brokerage account or to
transfer money from your bank directly to Legg
Mason. Wire transfers may be subject to a service
charge by your bank.
------------------------ --------------------------------------------------
FUTURE FIRST Contact your Legg Mason financial adviser to
SYSTEMATIC INVESTMENT enroll in Legg Mason's Future First Systematic
PLAN Investment Plan. Under this plan, you may arrange
for automatic monthly investments in the fund of
$50 or more. The fund's transfer agent will
transfer funds monthly from your Legg Mason
account or from your checking account to purchase
shares of that fund.
------------------------ --------------------------------------------------
AUTOMATIC Arrangements may be made with some employers and
INVESTMENTS financial institutions for regular automatic
monthly investments of $50 or more in shares of
the fund. You may also reinvest dividends from
certain unit investment trusts in shares of the
fund.
------------------------ --------------------------------------------------

Call your financial adviser or another entity offering the fund for sale with
any questions regarding the investment options above.

Certain investment methods may be subject to lower minimum initial and
additional investments.

Investments made through entities other than Legg Mason may be subject to
transaction fees or other purchase conditions established by those entities. You
should consult their program literature for further information.

Purchase orders received by your financial adviser or the entity offering the
fund before the close of the New York Stock Exchange (normally 4:00 p.m.,
Eastern time) will be processed at the fund's net asset value as of the close of
the exchange on that day. Orders received after the close of the exchange will
be processed at the fund's net asset value as of the close of the exchange on
the next day the exchange is open. Payment must be made within three business
days to Legg Mason.

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[icon] H O W T O S E L L Y O U R S H A R E S

Redemptions made through entities other than Legg Mason may be subject to
transaction fees or other conditions imposed by those entities. You should
consult their program literature for further information.

Any of the following methods may be used to sell your shares:

------------------ ------------------------------------------------------------

TELEPHONE Call your Legg Mason financial adviser or entity
offering the fund and request a redemption. Please have
the following information ready when you call: the name
of the fund, the number of shares (or dollar amount) to
be redeemed and your shareholder account number.

Proceeds will be credited to your brokerage account or a
check will be sent to you, at your direction, at no
charge to you. Wire requests will be subject to a fee of
$18. Be sure that your financial adviser has your bank
account information on file.

The fund will follow reasonable procedures to ensure the
validity of any telephone redemption request, such as
requesting identifying information from callers or
employing identification numbers. Unless you specify
that you do not wish to have telephone redemption
privileges, you may be held responsible for any
fraudulent telephone order.
------------------ ------------------------------------------------------------

MAIL Send a letter to the fund requesting redemption of your
shares. The letter should be signed by all of the owners
of the account and their signatures guaranteed without
qualification. You may obtain a signature guarantee from
most banks or securities dealers.
------------------ ------------------------------------------------------------

Your order will be processed promptly and you will generally receive the
proceeds within a week. Fund shares will be sold at the next net asset value
calculated after your redemption request is received by your Legg Mason
financial adviser or another entity.

Payment of the proceeds of redemptions of shares that were recently purchased by
check or acquired through reinvestment of distributions on such shares may be
delayed for up to 10 days from the purchase date in order to allow for the check
to clear.

Additional documentation may be required from corporations, executors,
partnerships, administrators, trustees or custodians.

The fund has reserved the right under certain conditions to redeem its shares in
kind by distributing portfolio securities in payment for redemptions.

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[icon] A C C O U N T P O L I C I E S

CALCULATION OF NET ASSET VALUE:

Net asset value per Primary Share is determined daily as of the close of the New
York Stock Exchange, on every day the exchange is open. To calculate the fund's
Primary Share price, the fund's assets attributable to Primary Shares are valued
and totaled, liabilities attributable to Primary Shares are subtracted, and the
resulting net assets are divided by the number of Primary Shares outstanding.
The fund's securities are valued on the basis of market quotations or, lacking
such quotations, at fair value as determined under procedures established by the
Board of Directors.

Where a security is traded on more than one market, which may include foreign
markets, the securities are generally valued on the market considered by the
adviser to be the primary market. Securities with remaining maturities of 60
days or less are valued at amortized cost. The fund will value its foreign
securities in U.S. dollars on the basis of the then-prevailing exchange rates.

OTHER:

Fund shares may not be held in, or transferred to, an account with any firm that
does not have an agreement with Legg Mason.

If your account falls below $500, the fund may ask you to increase your balance.
If, after 60 days, your account is still below $500, the fund may close your
account and send you the proceeds. The fund will not redeem accounts that fall
below $500 solely as a result of a reduction in net asset value per share.

The fund reserves the right to:

o reject any order for shares or suspend the offering of shares for a period
of time

o change its minimum investment amounts

o delay sending out redemption proceeds for up to seven days. This generally
applies only in cases of very large redemptions, excessive trading or
during unusual market conditions. The fund may delay redemptions beyond
seven days, or suspend redemptions, only as permitted by the SEC.

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[icon] S E R V I C E S F O R I N V E S T O R S

For further information regarding any of the services below, please contact your
financial adviser or other entity offering the fund for sale.

CONFIRMATIONS AND ACCOUNT STATEMENTS:

You will receive from Legg Mason a confirmation after each transaction involving
Primary Shares (except a reinvestment of dividends, capital gain distributions
and purchases made through the Future First Systematic Investment Plan or
through automatic investments). Legg Mason or the entity through which you
invest will send you account statements monthly unless there has been no
activity in the account, in which case a statement will be sent to you
quarterly. Legg Mason will send you statements quarterly if you participate in
the Future First Systematic Investment Plan or if you purchase shares through
automatic investments.

SYSTEMATIC WITHDRAWAL PLAN:

If you are purchasing or already own shares with a net asset value of $5,000 or
more, you may elect to make systematic withdrawals from the fund. The minimum
amount for each withdrawal is $50. If you are making withdrawals from the fund
pursuant to the systematic withdrawal plan, then you should not purchase shares
of the fund.

EXCHANGE PRIVILEGE:

Primary fund shares may be exchanged for Primary Shares of any of the other Legg
Mason funds, provided these funds are eligible for sale in your state of
residence. You can request an exchange in writing or by phone. Be sure to read
the current prospectus for any fund into which you are exchanging.

There is currently no fee for exchanges; however, you may be subject to a sales
charge when exchanging into a fund that has one. In addition, an exchange of a
fund's shares will be treated as a sale of the shares and any gain on the
transaction may be subject to tax.

The fund reserves the right to:

o terminate or limit the exchange privilege of any shareholder who makes
more than four exchanges from the fund in one calendar year

o terminate or modify the exchange privilege after 60 days' written notice
to shareholders

11
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[icon] D I S T R I B U T I O N S A N D T A X E S

The fund declares dividends and distributions of net capital gains to holders of
Primary Shares following the end of each taxable year.

Your dividends and other distributions will be automatically reinvested in
additional Primary Shares of the fund. If you wish to begin receiving dividends
and/or other distributions in cash, you must notify the fund at least 10 days
before the next dividend and/or other distribution is to be paid.

If the postal or other delivery service is unable to deliver your check, your
distribution option will automatically be converted to having all dividends and
other distributions reinvested in fund shares. No interest will accrue on
amounts represented by uncashed distribution or redemption checks.

Fund dividends and other distributions are taxable to investors (other than
retirement plans and other tax-exempt investors) whether received in cash or
reinvested in additional shares of the fund. Dividends from investment company
taxable income (which includes net investment income and net short term capital
gains) are taxable as ordinary income. Distributions of the fund's net capital
gain are taxable as long-term capital gain, regardless of how long you have held
your fund shares.

The sale or exchange of fund shares may result in a taxable gain or loss,
depending on whether the proceeds are more or less than the cost of your shares.

A tax statement is sent to you at the end of each year detailing the tax status
of your distributions.

The fund will withhold 31% of all dividends, capital gain distributions and
redemption proceeds payable to individuals and certain other non-corporate
shareholders who do not provide the fund with a valid taxpayer identification
number. The fund will also withhold 31% of all dividends and capital gain
distributions payable to such shareholders who are otherwise subject to backup
withholding.

Because each investor's tax situation is different, please consult your tax
adviser about federal, state and local tax considerations.

12
<PAGE>

L e g g M a s o n R e a l E s t a t e T r u s t

The following additional information about the fund is available upon request
and without charge:

STATEMENT OF ADDITIONAL INFORMATION (SAI) - the SAI is filed with the Securities
and Exchange Commission (SEC) and is incorporated by reference into (is
considered part of) this prospectus. The SAI provides additional details about
the fund and its policies.

ANNUAL AND SEMI-ANNUAL REPORTS - Additional information about the fund's
investments will be available in the fund's annual and semi-annual reports to
shareholders. These reports will provide detailed information about the fund's
portfolio holdings and operating results.

To request the SAI or any reports to shareholders, or to obtain more
information:

o call toll-free 1-800-822-5544
o visit us on the Internet via http://www.leggmason.com
o write to us at: Legg Mason Wood Walker, Incorporated
100 Light Street, P.O. Box 1476
Baltimore, Maryland 21203-1476

Information about the fund, including the SAI, can be reviewed and copied at the
SEC's public reference room in Washington, DC (phone 1-800-SEC-0330). Reports
and other information about the fund are available on the SEC's Internet site at
http://www.sec.gov. Investors may also write to: SEC, Public Reference Section,
Washington, DC 20549-6009. A fee will be charged for making copies.

LMF- SEC file number: 811-8943

<PAGE>

Legg Mason Light Street Trust, Inc.

Legg Mason Real Estate Trust

NAVIGATOR SHARES PROSPECTUS May __, 2000

logo

HOW TO INVEST(SERVICEMARK)

<PAGE>

T A B L E O F C O N T E N T S

A b o u t t h e f u n d:

xx Investment objective

xx Principal risks

xx Fees and expenses of the fund

xx Management

A b o u t y o u r i n v e s t m e n t:

xx How to invest

xx How to sell your shares

xx Account policies

xx Services for investors

xx Distributions and taxes

2
<PAGE>

[icon] I N V E S T M E N T O B J E C T I V E

LEGG MASON REAL ESTATE TRUST:

INVESTMENT OBJECTIVE: Total Return

PRINCIPAL INVESTMENT STRATEGIES:

3
<PAGE>

[icon] P R I N C I P A L R I S K S

IN GENERAL

REAL ESTATE FOCUS -

FOREIGN SECURITIES RISK -

MARKET RISK -

STYLE RISK -

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<PAGE>

INVESTMENT MODELS -

YEAR 2000 -

Whether these steps will be effective can only be known for certain after
December 31, 1999.

5
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[icon] F E E S A N D E X P E N S E S O F T H E F U N D

ANNUAL FUND OPERATING EXPENSES

(EXPENSES THAT ARE DEDUCTED FROM FUND ASSETS)

-------------------------------------------------
NAVIGATOR SHARES
-------------------------------------------------
Management fees(b) 0.75%
-------------------------------------------------
Distribution and Service (12b-1)
fees None
-------------------------------------------------
Other expenses(a) [x.xx%]
-------------------------------------------------
Total Annual Fund Operating
Expenses x.xx%
-------------------------------------------------
Fee Waivers and Expense
Reimbursement(b) 0.xx%
-------------------------------------------------
Net Annual Fund Operating
Expenses x.xx %
-------------------------------------------------

(a) "Other expenses" are based on estimated expenses for the fiscal year
ending October 31, 2000.

(b) The manager has contractually agreed to waive fees so that Navigator
Share expenses (exclusive of taxes, interest, brokerage and extraordinary
expenses) do not exceed an annual rate of ____% of average daily net assets
until December 31, 2000.

EXAMPLE:

-----------------------------------------------------------
1 YEAR 3 YEARS
-----------------------------------------------------------
Real Estate Trust, Navigator Class $____ $____
-----------------------------------------------------------

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[icon] M A N A G E M E N T

MANAGEMENT AND ADVISERS:

LMFA acts as manager or adviser to investment companies with aggregate assets of
$[ ] billion as of January 31, 2000.

PORTFOLIO MANAGEMENT:

DISTRIBUTOR OF THE FUND'S SHARES:

Legg Mason Wood Walker, Inc., 100 Light Street, Baltimore, Maryland 21202, is
the distributor of the fund's shares pursuant to an Underwriting Agreement with
the fund. The Underwriting Agreement obligates Legg Mason to pay certain
expenses in connection with offering fund shares, including compensation to its
financial advisors, the printing and distribution of prospectuses, statements of
additional information and shareholder reports (after these have been printed
and mailed to existing shareholders at the fund's expense), supplementary sales
literature and advertising materials.

Legg Mason and LMFA may pay others out of their own assets to support the
distribution of Navigator Shares and shareholder servicing.

LMFA, __________ and the distributor are wholly owned subsidiaries of Legg
Mason, Inc., a financial services holding company.

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[icon] H O W T O I N V E S T

Navigator Shares are currently offered for sale only to:

o Institutional Clients of Legg Mason Trust Company for which they exercise
discretionary investment management responsibility and accounts of the
customers with such Institutional Clients ("Customers")

o qualified retirement plans managed on a discretionary basis and having net
assets of at least $200 million

o clients of Bartlett & Co. who, as of December 19, 1996, were shareholders
of Bartlett Short Term Bond Fund or Bartlett Fixed Income Fund and for whom
Bartlett acts as an ERISA fiduciary

o any qualified retirement plan of Legg Mason, Inc. or of any of its
affiliates

o certain institutions who were clients of Fairfield Group, Inc. as of
February 28, 1999 for investment of their own monies and monies for which
they act in a fiduciary capacity

o shareholders of Class Y shares of Bartlett Europe Fund or Bartlett
Financial Services Fund on October 5, 1999

Eligible investors may purchase Navigator Shares through a brokerage account at
Legg Mason. The minimum initial investment is $50,000 and the minimum for each
purchase of additional shares is $100. Institutional Clients may set different
minimums for their Customers' investments in accounts invested in Navigator
Shares.

Customers of certain Institutional Clients that have omnibus accounts with the
fund's transfer agent can purchase shares through those Institutions. The
distributor may pay such Institutional Clients for account servicing.
Institutional Clients may charge their Customers for services provided in
connection with the purchase and redemption of shares. Information concerning
these services and any applicable charges will be provided by the Institutional
Clients. This Prospectus should by read by Customers in connection with any such
information received by Institutional Clients. Any such fees, charges or
requirements imposed by Institutional Clients will be in addition to the fees
and requirements of this Prospectus.

Certain institutions that have agreements with Legg Mason or the fund may be
authorized to accept purchase and redemption orders on their behalf. Once the
authorized institution accepts the order, you will receive the next determined
net asset value. You should consult with your institution to determine the time
by which it must receive your order to get that day's share price. It is the
institution's responsibility to transmit your order to the fund in a timely
fashion.

Purchase orders received by Legg Mason before the close of the New York Stock
Exchange (normally 4:00 p.m., Eastern time) will be processed at the fund's net
asset value as of the close of the exchange on that day. Orders received after
the close of the exchange will be processed at the fund's net asset value as of
the close of the exchange on the next day the exchange is open. Payment must be
made within three business days to the selling organization.

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[icon] H O W T O S E L L Y O U R S H A R E S

To redeem your shares by telephone:

o Call 1-800-822-5544

Please have available the number of shares (or dollar amount) to be redeemed and
the account number.

The fund will follow reasonable procedures to ensure the validity of any
telephone redemption request, such as requesting identifying information from
callers or employing identification numbers. Unless you specify that you do not
wish to have telephone redemption privileges, you may be held responsible for
any fraudulent telephone order.

Customers of Institutional Clients may redeem only in accordance with
instructions and limitations pertaining to their account at the Institution.

Redemption orders received by Legg Mason before the close of the exchange will
be transmitted to the fund's transfer agent. Your order will be processed at
that day's net asset value. Redemption orders received by Legg Mason after the
close of the exchange will be processed at the closing net asset value on the
next day the exchange is open.

Your order will be processed promptly and you will generally receive the
proceeds by mail to the name and address on the account registration within a
week. You may also have your telephone redemption requests paid by a direct wire
to a previously designated domestic commercial bank account

Payment of the proceeds of redemptions of shares that were recently purchased by
check or acquired through reinvestment of dividends on such shares may be
delayed for up to 10 days from the purchase date in order to allow for the check
to clear.

The fund has reserved the right under certain conditions to redeem its shares in
kind by distributing portfolio securities in payment for redemptions.

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<PAGE>

[icon] A C C O U N T P O L I C I E S

CALCULATION OF NET ASSET VALUE:

Net asset value per Navigator Share is determined daily as of the close of the
New York Stock Exchange, on every day the exchange is open. To calculate the
fund's Navigator Share price, the fund's assets attributable to Navigator Shares
are valued and totaled, liabilities attributable to Navigator Shares are
subtracted, and the resulting net assets are divided by the number of Navigator
Shares outstanding. The fund's securities are valued on the basis of market
quotations or, lacking such quotations, at fair value as determined under
procedures established by the Board of Directors.

OTHER:

Fund shares may not be held in, or transferred to, an account with any firm that
does not have an agreement with Legg Mason or its affiliates.

The fund reserves the right to:

o reject any order for shares or suspend the offering of shares for a period
of time

o change its minimum investment amounts

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[icon] S E R V I C E S F O R I N V E S T O R S

CONFIRMATIONS AND ACCOUNT STATEMENTS:

Confirmations will be sent to Institutional Clients after each transaction
involving Navigator Shares which will include the total number of shares being
held in safekeeping by the transfer agent. The transfer agent will send
confirmations of each purchase and redemption transaction (except a reinvestment
of dividends or capital gain distributions). Beneficial ownership of shares by
Customer accounts will be recorded by the Institutional Client and reflected in
their regular account statements.

EXCHANGE PRIVILEGE:

Navigator Shares may be exchanged for the Legg Mason Money Market Funds or
Navigator Shares of any of the other Legg Mason funds, provided these funds are
eligible for sale in your state of residence. You can request an exchange in
writing or by phone. Be sure to read the current prospectus for any fund into
which you are exchanging.

The fund reserves the right to:

o terminate or limit the exchange privilege of any shareholder who makes more
than four exchanges from the fund in one calendar year

o terminate or modify the exchange privilege after 60 days' written notice to
shareholders

Some Institutional Clients may not offer all of the Navigator Funds for
exchange.

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[icon] D I S T R I B U T I O N S A N D T A X E S

The fund declares dividends and distributions of net capital gains to holders of
Navigator Shares following the end of each taxable year.

Your dividends and other distributions will be automatically reinvested in
additional Navigator Shares of the fund. If you wish to begin receiving
dividends and/or other distributions in cash, you must notify the fund at least
10 days before the next dividend and/or other distribution is to be paid.

Fund dividends and other distributions are taxable to investors (other than
retirement plans and other tax-exempt investors) whether received in cash or
reinvested in additional Navigator shares of the fund. Dividends from investment
company taxable income (which includes net investment income and net short term
capital gains) are taxable as ordinary income. Distributions of the fund's net
capital gain are taxable as long-term capital gain, regardless of how long you
have held your fund shares.

The sale or exchange of fund shares may result in a taxable gain or loss,
depending on whether the proceeds are more or less than the cost of your shares.

A tax statement is sent to you at the end of each year detailing the tax status
of your distributions.

Because each investor's tax situation is different, please consult your tax
adviser about federal, state and local tax considerations.

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<PAGE>

L e g g M a s o n R e a l E s t a t e T r u s t

The following additional information about the fund is available upon request
and without charge:

To request the SAI or any reports to shareholders, or to obtain more
information:
o call toll-free 1-800-822-5544
o visit us on the Internet via http://www.leggmason.com
o write to us at: Legg Mason Wood Walker, Incorporated
100 Light Street, P.O. Box 1476
Baltimore, Maryland 21203-1476

LMF- SEC file number: 811-8943

<PAGE>
LEGG MASON LIGHT STREET TRUST, INC.

LEGG MASON REAL ESTATE TRUST

PRIMARY SHARES AND NAVIGATOR SHARES

STATEMENT OF ADDITIONAL INFORMATION

May ___, 2000

This Statement of Additional Information is not a prospectus. It should
be read in conjunction with the Primary Shares Prospectus for the Fund and the
Navigator Shares Prospectus for the Fund (both dated May __, 2000), as
appropriate, which have been filed with the Securities and Exchange Commission
("SEC"). A copy of each Prospectus may be obtained without charge from the
Fund's distributor, Legg Mason Wood Walker, Inc., at 1-800-822-5544.

Legg Mason Wood Walker,
Incorporated

100 Light Street
P.O. Box 1476
Baltimore, Maryland 21203-1476
(410)539-0000 (800)822-5544

<PAGE>

TABLE OF CONTENTS
Page

DESCRIPTION OF THE FUND.......................................................3
FUND POLICIES.................................................................3
INVESTMENT STRATEGIES AND RISKS...............................................4
ADDITIONAL TAX INFORMATION...................................................18
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION...............................21
VALUATION OF FUND SHARES.....................................................23
PERFORMANCE INFORMATION......................................................23
TAX-DEFERRED RETIREMENT PLANS - PRIMARY SHARES...............................25
MANAGEMENT OF THE FUND.......................................................26
THE FUND'S INVESTMENT ADVISER/MANAGER........................................28
PORTFOLIO TRANSACTIONS AND BROKERAGE.........................................29
THE FUND'S DISTRIBUTOR.......................................................30
CAPITAL STOCK INFORMATION....................................................32
THE FUND'S CUSTODIAN AND TRANSFER AND DIVIDEND-DISBURSING AGENT..............32
THE FUND'S LEGAL COUNSEL.....................................................32
THE FUND'S INDEPENDENT ACCOUNTANTS...........................................32
Appendix A...................................................................33

No person has been authorized to give any information or to make any
representations not contained in the Prospectuses or this Statement of
Additional Information in connection with the offerings made by the Prospectuses
and, if given or made, such information or representations must not be relied
upon as having been authorized by the Fund or its distributor. The Prospectuses
and this Statement of Additional Information do not constitute offerings by the
Fund or by the distributor in any jurisdiction in which such offerings may not
lawfully be made.

2
<PAGE>

DESCRIPTION OF THE FUND

Legg Mason Light Street Trust, Inc. ("Light Street Trust" or "Corporation") is a
diversified open-end investment company that was established as a Maryland
corporation on August 5, 1998. Legg Mason Real Estate Trust ("Real Estate Trust"
or "Fund") is a separate series of Light Street Trust.

FUND POLICIES

REAL ESTATE TRUST'S investment objective is total return.

In addition to the investment objective described in the Prospectuses,
the Fund has adopted the following fundamental investment limitations that
cannot be changed except by vote of its shareholders.

Real Estate Trust may not:

1. Borrow money, except that the Fund may borrow money in an amount not
exceeding 33 1/3% of its total assets (including the amount borrowed) less
liabilities (other than borrowings);

2. Issue senior securities, except as permitted under the Investment
Company Act of 1940 ("1940 Act");

3. Underwrite the securities of other issuers except insofar as the
Fund may be deemed an underwriter under the Securities Act of 1933, as amended,
in disposing of a portfolio security;

4. Purchase or sell real estate unless acquired as a result of
ownership of securities or other instruments (but this shall not prevent the
Fund from investing in securities or other instruments backed by real estate or
securities of companies engaged in the real estate business);

5. With respect to 75% of total assets, invest more than 5% of its
total assets (taken at market value) in securities of any one issuer or purchase
more than 10% of the voting securities of any one issuer (other than, in each
case, securities of the U.S. Government, its agencies and instrumentalities, and
securities issued by other investment companies);

6. Purchase or sell physical commodities; however, this policy shall
not prevent the Fund from purchasing and selling foreign currency, futures
contracts, options, forward contracts, swaps, caps, floors, collars and other
financial instruments;

7. Lend any security or make any loan if, as a result, more than 33
1/3% of its total assets would be lent to other parties, but this limitation
does not apply to the purchase of debt securities or to repurchase agreements;
or

8. Purchase any security if, as a result thereof, 25% or more of its
total assets would be invested in the securities of issuers having their
principal business activities in the same industry, provided that (i) this
limitation does not apply to securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities and repurchase agreements with
respect thereto and (ii) the Fund will invest more than 25% of its total assets
in securities of companies principally engaged in the real estate industry. A
company is principally engaged in the real estate industry if at least 50% of
its assets, gross income or net profits are attributable to ownership,
construction, management or sale of residential, commercial or industrial real
estate, or to the financing of those activities.

The foregoing limitations may be changed with respect to the Fund by
"the vote of a majority of the outstanding voting securities" of the Fund, a
term defined in the 1940 Act to mean the vote (a) of 67% or more of the voting
securities present at a meeting, if the holders of more than 50% of the

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<PAGE>

outstanding voting securities of the Fund are present, or (b) of more than 50%
of the outstanding voting securities of the Fund, whichever is less.

The following are some of the non-fundamental limitations that the Fund
currently observes. The Fund may not:

1. Sell securities short (unless it owns or has the right to obtain
securities equivalent in kind and amount to the securities sold short) or
purchase securities on margin, except that (i) this policy does not prevent the
Fund from entering into short positions in foreign currency, futures contracts,
options, forward contracts, swaps, caps, floors, collars and other financial
instruments, (ii) the Fund may obtain such short-term credits as are necessary
for the clearance of transactions, and (iii) the Fund may make margin payments
in connection with futures contracts, options, forward contracts, swaps, caps,
floors, collars and other financial instruments.

[2. Acquire additional securities if its borrowings exceed 5% of its
total assets.]

Except as otherwise stated, if a fundamental or non-fundamental
percentage limitation is complied with at the time an investment is made, a
later increase or decrease in percentage resulting from a change in value of
portfolio securities, in the net asset value of the Fund, or in the number of
securities an issuer has outstanding, will not be considered to be outside the
limitation.

Unless otherwise stated, the investment policies and limitations
contained in the Prospectuses and this Statement of Additional Information are
not fundamental, and can be changed without shareholder approval.

INVESTMENT STRATEGIES AND RISKS

This section supplements the information in the Prospectuses concerning
the investments the Fund may make and the techniques the Fund may use. The Fund,
unless otherwise stated, may employ several investment strategies, including but
not limited to:

REAL ESTATE INVESTMENT TRUSTS (REITS)

The Fund may invest in real estate investment trusts (REITs). REITs are
financial vehicles that have as their objective the pooling of capital from a
number of investors in order to participate directly in real estate ownership or
financing. REITs are generally fully integrated operating companies that have
interests in income-producing real estate. REITs are differentiated by the types
of real estate properties held and the actual geographic location of properties
and fall into two major categories: Equity REITs emphasize direct property
investment, holding their invested assets primarily in the ownership of real
estate or other equity interests, while Mortgage REITs concentrate on real
estate financing, holding their assets primarily in mortgages secured by real
estate. REITs obtain capital funds for investment in underlying real estate
assets by selling debt or equity securities on the public or institutional
capital markets or by bank borrowings. Thus, the returns on common equities of
the REITs in which the Fund invests will be significantly affected by changes in
costs of capital and, particularly in the case of highly "leveraged" REITs
(i.e., those with large amounts of borrowings outstanding) by changes in the
level of interest rates. The objective of an Equity REIT is to purchase
income-producing real estate properties in order to generate high levels of cash
flow from rental income and a gradual asset appreciation, and they typically
invest in properties such as office, retail, industrial, hotel and apartment
buildings and health care facilities. The objective of a Mortgage REIT is to
invest primarily in mortgages secured by real estate in order to generate cash
flow from payments on the mortgage loans.

REITs are a creation of the tax law. REITs essentially operate as a
corporation or business fund with the advantage of exemption from corporate
income taxes provided the REIT satisfies the requirements of Sections 856
through 860 of the Code. The major tests for tax-qualified status are that the
REIT (i) be managed by one or more trustees or directors, (ii) issue shares of

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<PAGE>

transferable interest to its owners, (iii) have at least 100 shareholders, (iv)
have no more than 50% of the shares held by five or fewer individuals, (v)
invest substantially all of its capital in real estate related assets and derive
substantially all of its gross income from real estate related assets and (vi)
distribute at least 95% of its taxable income to its shareholders each year. If
any REIT in the Fund's portfolio should fail to qualify for such tax status, the
related shareholders (including the Fund) could be adversely affected by the
resulting tax consequences.

The underlying value of the securities and the Fund's ability to make
distributions to shareholders may be adversely affected by changes in the
national, state and local economic climate and real estate conditions (such as
oversupply of or reduced demand for space and changes in market rental rates),
perceptions of prospective tenants of the safety, convenience and attractiveness
of the properties, the ability of the owner to provide adequate management,
maintenance and insurance, the ability to collect on a timely basis all rents
from tenants, tenant defaults, the cost of complying with the Americans with
Disabilities Act, increased competition from other properties, obsolescence of
properties, changes in the availability, cost and terms of mortgage funds, the
impact of present or future environmental legislation and compliance with
environmental laws, the ongoing need for capital improvements, particularly in
older properties, changes in real estate tax rates and other operating expenses,
regulatory and economic impediments to raising rents, adverse changes in
governmental rules and fiscal policies, dependency on management skills, civil
unrest, acts of God, including earthquakes and other natural disasters (which
may result in uninsured losses), acts of war, adverse changes in zoning laws,
and other factors which are beyond the control of the issuers of the REITs in
the Fund.

The value of the REITs may at times be particularly sensitive to
devaluation in the event of rising interest rates. Equity REITs are less likely
to be affected by interest rate fluctuations than Mortgage REITs and the nature
of the underlying assets of an Equity REIT may be considered more tangible than
that of a Mortgage REIT. Equity REITs are more likely to be adversely affected
by changes in the value of the underlying property it owns than Mortgage REITs.

REITs may concentrate investments in specific geographic areas or in
specific property types, i.e., hotels, shopping malls, residential complexes,
and office buildings. The impact of economic conditions on REITs can also be
expected to vary with geographic location and property type. Investors should be
aware that REITs may not be diversified and are subject to the risks of
financing projects. REITs are also subject to defaults by borrowers,
self-liquidation, the market's perception of the REIT industry generally, and
the possibility of failing to qualify for pass-through of income under the Code,
and to maintain exemption from the 1940 Act. A default by a borrower or lessee
may cause the REIT to experience delays in enforcing its rights as mortgagee or
lessor and to incur significant costs related to protecting its investments. In
addition, because real estate generally is subject to real property taxes, the
REITs in the Fund may be adversely affected by changes in property tax rates and
assessments or reassessments of the properties underlying the REITs by taxing
authorities. Furthermore, because real estate is relatively illiquid, the
ability of REITs to vary their portfolios in response to changes in economic and
other conditions may be limited and may adversely affect the value of the Fund's
shares. There can be no assurance that any REIT will be able to dispose of its
underlying real estate assets when advantageous or necessary.

The issuer of a REIT generally maintains comprehensive insurance on
presently owned and subsequently acquired real property assets, including
liability, fire and extended coverage. However, certain types of losses may be
uninsurable or may not be economically insurable for local risks to which the
REITs may be susceptible. There can be no assurance that insurance coverage will
be sufficient to pay the full current market value or current replacement costs
of any lost investment. Various factors might make it impractical to use
insurance proceeds to replace a facility after it has been damaged or destroyed.
Under such circumstances, the insurance proceeds received by a REIT might not be
adequate to restore its economic position with respect to such property. Even if
the property can restored, the insurance money may not cover the loss of money
in the interim.

Under various environmental laws, a current or previous owner or
operator of real property may be liable for the costs of removal or remediation
of hazardous or toxic substances on, under, or in such property. Such laws often

5
<PAGE>

impose liability whether or not the owner or operator caused or knew of the
presence of such hazardous or toxic substances and whether or not the storage of
such substances was in violation of a tenant's lease. In addition, the presence
of hazardous or toxic substances, or the failure to remediate such property
properly, may adversely affect the owner's ability to borrow using such real
property as collateral. No assurance can be given that one or more of the REITs
in the Fund may not be presently liable or potentially liable for any such costs
in connection with real estate assets they presently own or subsequently acquire
while such REITs are held in the Fund.

FOREIGN SECURITIES

The Fund may invest in foreign securities. Investment in foreign
securities presents certain risks, including those resulting from fluctuations
in currency exchange rates, revaluation of currencies, future political and
economic developments and the possible imposition of currency exchange blockages
or other foreign governmental laws or restrictions, reduced availability of
public information concerning issuers, and the fact that foreign issuers are not
generally subject to uniform accounting, auditing and financial reporting
standards or other regulatory practices and requirements comparable to those
applicable to domestic issuers. These risks are intensified when investing in
countries with developing economies and securities markets, also known as
"emerging markets." Moreover, securities of many foreign issuers may be less
liquid and their prices more volatile than those of comparable domestic issuers.
In addition, with respect to certain foreign countries, there is the possibility
of expropriation, confiscatory taxation, withholding taxes and limitations on
the use or removal of funds or other assets.

The costs associated with investment in foreign issuers, including
withholding taxes, brokerage commissions and custodial fees, are higher than
those associated with investment in domestic issuers. In addition, foreign
securities transactions may be subject to difficulties associated with the
settlement of such transactions. Delays in settlement could result in temporary
periods when assets of the Fund are uninvested and no return is earned thereon.
The inability of the Fund to make intended security purchases due to settlement
problems could cause the Fund to miss attractive investment opportunities.
Inability to dispose of a portfolio security due to settlement problems could
result in losses to the Fund due to subsequent declines in value of the
portfolio security or, if the Fund has entered into a contract to sell the
security, could result in liability to the purchaser.

Since the Fund may invest in securities denominated in currencies other
than the U.S. dollar and since the Fund may hold foreign currencies, the Fund
may be affected favorably or unfavorably by exchange control regulations or
changes in the exchange rates between such currencies and the U.S. dollar.
Changes in the currency exchange rates may influence the value of the Fund's
shares, and also may affect the value of dividends and interest earned by the
Fund and gains and losses realized by the Fund. Exchange rates are determined by
the forces of supply and demand in the foreign exchange markets. These forces
are affected by the international balance of payments, other economic and
financial conditions, government intervention, speculation and other factors.

In addition to purchasing foreign securities, the Fund may invest in
ADRs. Generally, ADRs, in registered form, are denominated in U.S. dollars and
are designed for use in the domestic market. Usually issued by a U.S. bank or
trust company, ADRs are receipts that demonstrate ownership of the underlying
securities. For purposes of the Fund's investment policies and limitations, ADRs
are considered to have the same classification as the securities underlying
them. ADRs may be sponsored or unsponsored; issuers of securities underlying
unsponsored ADRs are not contractually obligated to disclose material
information in the U.S. Accordingly, there may be less information available
about such issuers than there is with respect to domestic companies and issuers
of securities underlying sponsored ADRs. The Fund may also invest in GDRs, which
are receipts, often denominated in U.S. dollars, issued by either a U.S. or
non-U.S. bank evidencing its ownership of the underlying foreign securities.

Although not a fundamental policy subject to shareholder vote, the
adviser currently anticipates the Fund will invest no more than 25% of its total
assets in foreign securities either directly or through ADRs or GDRs.

6
<PAGE>

ILLIQUID SECURITIES

The Fund may invest up to 15% of its net assets in illiquid securities.
For this purpose, "illiquid securities" are those that cannot be disposed of
within seven days for approximately the price at which the Fund values the
security. Illiquid securities include repurchase agreements with terms of
greater than seven days and restricted securities other than those the adviser
to the Fund has determined are liquid pursuant to guidelines established by the
Fund's Board of Directors. Due to the absence of an active trading market, the
Fund may have difficulty valuing or disposing of illiquid securities promptly.

Restricted securities may be sold only in privately negotiated
transactions, pursuant to a registration statement filed under the Securities
Act of 1933, or pursuant to an exemption from registration. The Fund may be
required to pay part or all of the costs of such registration, and a
considerable period may elapse between the time a decision is made to sell a
restricted security and the time the registration statement becomes effective.
Judgment plays a greater role in valuing illiquid securities than those for
which a more active market exists.

SEC regulations permit the sale of certain restricted securities to
qualified institutional buyers. The investment adviser to the Fund, acting
pursuant to guidelines established by the Fund's Board of Directors, may
determine that certain restricted securities qualified for trading on this newly
developing market are liquid. If the market does not develop as anticipated,
restricted securities in the Fund's portfolio may adversely affect the Fund's
liquidity.

DEBT SECURITIES

The Fund may invest in the debt securities of governmental or corporate
issuers. Corporate debt securities may pay fixed or variable rates of interest.
These securities may be convertible into preferred or common equity, or may be
bought as part of a unit containing common stock.

The prices of debt securities fluctuate in response to perceptions of
the issuer's creditworthiness and also tend to vary inversely with market
interest rates. The value of such securities is likely to decline in times of
rising interest rates. Conversely, when rates fall, the value of these
investments is likely to rise. The longer the time to maturity the greater are
such variations.

The Fund will generally limit its investments in debt securities to
investment grade debt securities rated BBB or above by Standard & Poor's
("S&P"), or Baa or above by Moody's Investors Service, Inc. ("Moody's").
Generally, debt securities rated below BBB by S&P, or below Baa by Moody's, and
unrated securities of comparable quality, offer a higher current yield than that
provided by higher grade issues, but also involve higher risks. However, debt
securities, regardless of their ratings, generally have a higher priority in the
issuer's capital structure than do equity securities.

The ratings of S&P and Moody's represent the opinions of those
agencies. Such ratings are relative and subjective, and are not absolute
standards of quality. Unrated debt securities are not necessarily of lower
quality than rated securities, but they may not be attractive to as many buyers.
A description of the ratings assigned to corporate debt obligations by Moody's
and S&P is included in Appendix A.

In addition to ratings assigned to individual bond issues, the adviser
will analyze interest rate trends and developments that may affect individual
issuers, including factors such as liquidity, profitability and asset quality.
The yields on bonds and other debt securities in which the Fund invests are
dependent on a variety of factors, including general money market conditions,
general conditions in the bond market, the financial conditions of the issuer,
the size of the offering, the maturity of the obligation and its rating. There
may be a wide variation in the quality of bonds, both within a particular
classification and between classifications. A bond issuer's obligations are
subject to the provisions of bankruptcy, insolvency and other laws affecting the
rights and remedies of bond holders or other creditors of an issuer; litigation
or other conditions may also adversely affect the power or ability of bond
issuers to meet their obligations for the payment of principal and interest.
Regardless of rating levels, all debt securities considered for purchase

7
<PAGE>

(whether rated or unrated) are analyzed by the Fund's adviser to determine, to
the extent possible, that the planned investment is sound.

WHEN-ISSUED SECURITIES

The Fund may enter into commitments to purchase securities on a
when-issued basis. Such securities are often the most efficiently priced and
have the best liquidity in the bond market. When the Fund purchases securities
on a when-issued basis, it assumes the risks of ownership at the time of the
purchase, not at the time of receipt. However, the Fund does not have to pay for
the obligations until they are delivered to it. This is normally seven to 15
days later, but could be longer. Use of this practice would have a leveraging
effect on the Fund. Typically, no interest accrues to the purchaser until the
security is delivered.

To meet its payment obligation under a when-issued commitment, the Fund
will establish a segregated account with its custodian and maintain cash or
appropriate liquid securities, in an amount at least equal in value to the
Fund's commitments to purchase when-issued securities.

The Fund may sell the securities underlying a when-issued purchase,
which may result in capital gains or losses.

PREFERRED STOCK

The Fund may purchase preferred stock as a substitute for debt
securities of the same issuer when, in the opinion of the adviser, the preferred
stock is more attractively priced in light of the risks involved. Preferred
stock pays dividends at a specified rate and generally has preference over
common stock in the payment of dividends and the liquidation of the issuer's
assets but is junior to the debt securities of the issuer in those same
respects. Unlike interest payments on debt securities, dividends on preferred
stock are generally payable at the discretion of the issuer's board of
directors. Shareholders may suffer a loss of value if dividends are not paid.
The market prices of preferred stocks are subject to changes in interest rates
and are more sensitive to changes in the issuer's creditworthiness than are the
prices of debt securities.

CONVERTIBLE SECURITIES

A convertible security is a bond, debenture, note, preferred stock or
other security that may be converted into or exchanged for a prescribed amount
of common stock of the same or a different issuer within a particular period of
time at a specified price or formula. A convertible security entitles the holder
to receive interest paid or accrued on debt or the dividend paid on preferred
stock until the convertible security matures or is redeemed, converted or
exchanged. Before conversion, convertible securities ordinarily provide a stream
of income with generally higher yields than those of common stocks of the same
or similar issuers, but lower than the yield of non-convertible debt.
Convertible securities are usually subordinated to comparable-tier
nonconvertible securities but rank senior to common stock in a corporation's
capital structure.

The value of a convertible security is a function of (1) its yield in
comparison with the yields of other securities of comparable maturity and
quality that do not have a conversion privilege and (2) its worth, at market
value, if converted into the underlying common stock. The price of a convertible
security often reflects variations in the price of the underlying common stock
in a way that non-convertible debt does not. A convertible security may be
subject to redemption at the option of the issuer at a price established in the
convertible security's governing instrument, which may be less than the ultimate
conversion value.

Many convertible securities are rated below investment grade or, if
unrated, are considered of comparable quality.

8
<PAGE>

If an investment grade security purchased by the Fund is subsequently
given a rating below investment grade, the adviser will consider that fact in
determining whether to retain that security in the Fund's portfolio, but is not
required to dispose of it.

COVERED CALL OPTIONS

The Fund may write covered call options on securities in which it is
authorized to invest. Because it can be expected that a call option will be
exercised if the market value of the underlying security increases to a level
greater than the exercise price, the Fund might write covered call options on
securities generally when the adviser believes that the premium received by the
Fund will exceed the extent to which the market price of the underlying security
will exceed the exercise price. The strategy may be used to provide limited
protection against a decrease in the market price of the security, in an amount
equal to the premium received for writing the call option less any transaction
costs. Thus, in the event that the market price of the underlying security held
by the Fund declines, the amount of such decline will be offset wholly or in
part by the amount of the premium received by the Fund. If, however, there is an
increase in the market price of the underlying security and the option is
exercised, the Fund would be obligated to sell the security at less than its
market value. The Fund would give up the ability to sell the portfolio
securities used to cover the call option while the call option was outstanding.
In addition, the Fund could lose the ability to participate in an increase in
the value of such securities above the exercise price of the call option because
such an increase would likely be offset by an increase in the cost of closing
out the call option.

If the Fund desires to close out its obligation under a call option it
has sold, it will have to purchase an offsetting option. The value of an option
position will reflect, among other things, the current market price of the
underlying security, futures contract or currency, the time remaining until
expiration, the relationship of the exercise price to the market price, the
historical price volatility of the underlying security, and general market
conditions. Accordingly, when the price of the security rises toward the strike
price of the option, the cost of offsetting the option will negate to some
extent the benefit to the Fund of the price increase of the underlying security.
For this reason, the successful use of options as an income strategy depends
upon the adviser's ability to forecast the direction of price fluctuations in
the underlying market or market sector.

The Fund may write exchange-traded options. The ability to establish
and close out positions on the exchange is subject to the maintenance of a
liquid secondary market. Although the Fund intends to write only those
exchange-traded options for which there appears to be an active secondary
market, there is no assurance that a liquid secondary market will exist for any
particular option at any specific time. With respect to options written by the
Fund, the inability to enter into a closing transaction may result in material
losses to the Fund. For example, because the Fund must maintain a covered
position with respect to any call option it writes on a security, the Fund may
not sell the underlying security during the period it is obligated under such
option. This requirement may impair the Fund's ability to sell a portfolio
security or make an investment at a time when such a sale or investment might be
advantageous.

The Fund will not enter into an options position that exposes it to an
obligation to another party unless it owns an offsetting ("covering") position
in securities or other options. The Fund will comply with guidelines established
by the SEC with respect to coverage of these strategies by mutual funds, and, if
the guidelines so require, will set aside cash and/or appropriate liquid
securities in a segregated account with its custodian in the amount prescribed,
as marked-to-market daily. Securities positions used for cover and securities
held in a segregated account cannot be sold or closed out while the strategy is
outstanding, unless they are replaced with similar assets. As a result, there is
a possibility that the use of cover or segregation involving a large percentage
of the Fund's assets could impede portfolio management or the Fund's ability to
meet redemption requests or other current obligations.

INDEXED SECURITIES

Indexed securities are securities whose prices are indexed to the
prices of securities indexes, currencies or other financial statistics. Indexed

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securities typically are debt securities or deposits whose value at maturity
and/or coupon rate is determined by reference to a specific instrument or
statistic. The performance of indexed securities fluctuates (either directly or
inversely, depending upon the instrument) with the performance of the index,
security, currency or other instrument to which they are indexed and may also be
influenced by interest rate changes in the U.S. and abroad. At the same time,
indexed securities are subject to the credit risks associated with the issuer of
the security, and their value may substantially decline if the issuer's
creditworthiness deteriorates. Recent issuers of indexed securities have
included banks, corporations and certain U.S. government agencies. The U.S.
Treasury recently began issuing securities whose principal value is indexed to
the Consumer Price Index (also known as "Treasury Inflation-Protection
Securities"). The Fund will only purchase indexed securities of issuers which
its adviser determines present minimal credit risks and will monitor the
issuer's creditworthiness during the time the indexed security is held. The
adviser will use its judgment in determining whether indexed securities should
be treated as short-term instruments, bonds, stock or as a separate asset class
for purposes of the Fund's investment allocations, depending on the individual
characteristics of the securities. The Fund currently does not intend to invest
more than 5% of its net assets in indexed securities. Indexed securities may
fluctuate according to a variety of changes in the underlying instrument and, in
that respect, have a leverage-like effect on the Fund.

STRIPPED SECURITIES

Stripped securities are created by separating bonds into their
principal and interest components and selling each piece separately (commonly
referred to as IOs and POs). Stripped securities are more volatile than other
fixed income securities in their response to changes in market interest rates.
The value of some stripped securities moves in the same direction as interest
rates, further increasing their volatility.

ZERO COUPON BONDS

Zero coupon bonds do not provide for cash interest payments but instead
are issued at a significant discount from face value. Each year, a holder of
such bonds must accrue a portion of the discount as income. Because the Fund is
required to pay out substantially all of its income each year, including income
accrued on zero coupon bonds, the Fund may have to sell other holdings to raise
cash necessary to make the payout. Because issuers of zero coupon bonds do not
make periodic interest payments, their prices can be very volatile when market
interest rates change.

CLOSED-END INVESTMENT COMPANIES

The Fund may invest in the securities of closed-end investment
companies. Such investments may involve the payment of substantial premiums
above the net asset value of such issuers' portfolio securities, and the total
return on such investments will be reduced by the operating expenses and fees of
such investment companies, including advisory fees. The Fund will invest in such
funds, when, in the adviser's judgment, the potential benefits of such
investment justify the payment of any applicable premium or sales charge.

FUTURES AND OPTIONS

The Fund can invest in futures and options transactions, including puts
and calls. Because such investments "derive" their value from the value of the
underlying security, index, or interest rate on which they are based, they are
sometimes referred to as "derivative" securities. Such investments involve risks
that are different from those presented by investing directly in the securities
themselves. While utilization of options, futures contracts and similar
instruments may be advantageous to the Fund, if the adviser is not successful in
employing such instruments in managing the Fund's investments, the Fund's
performance will be worse than if the Fund did not make such investments.

The Fund may engage in futures strategies to attempt to reduce the
overall investment risk that would normally be expected to be associated with
ownership of the securities in which it invests. For example, the Fund may sell
a stock index futures contract in anticipation of a general market or market
sector decline that could adversely affect the market value of the Fund's
portfolio. To the extent that the Fund's portfolio correlates with a given stock

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<PAGE>

index, the sale of futures contracts on that index would reduce the risks
associated with a market decline and thus provide an alternative to the
liquidation of securities positions. The Fund may sell an interest rate futures
contract to offset price changes of debt securities it already owns. This
strategy is intended to minimize any price changes in the debt securities the
Fund owns (whether increases or decreases) caused by interest rate changes,
because the value of the futures contract would be expected to move in the
opposite direction from the value of the securities owned by the Fund.

The Fund may purchase call options on interest rate futures contracts
to hedge against a market advance in debt securities that the Fund plans to
advance in debt securities that the Fund plans to acquire at a future date. The
purchase of such options is analogous to the purchase of call options on an
individual debt security that can be used as a temporary substitute for a
position in the security itself. The Fund may purchase put options on stock
index futures contracts. This is analogous to the purchase of protective put
options on individual stocks where a level of protection is sought below which
no additional economic loss would be incurred by the Fund. The Fund may purchase
and write options in combination with each other to adjust the risk and return
of the overall position. For example, the Fund may purchase a put option and
write a call option on the same underlying instrument, in order to construct a
combined position whose risk and return characteristics are similar to selling a
futures contract.

The Fund may purchase put options to hedge sales of securities, in a
manner similar to selling futures contracts. If stock prices fall, the value of
the put option would be expected to rise and offset all or a portion of the
Fund's resulting losses in its stock holdings. However, option premiums tend to
decrease over time as the expiration date nears. Therefore, because of the costs
of the option (in the form of premium and transaction costs), the Fund would
expect to suffer a loss in the put option if prices do not decline sufficiently
to offset the deterioration in the value of the option premium.

The Fund may write put options as an alternative to purchasing actual
securities. If stock prices rise, the Fund would expect to profit from a written
put option, although its gain would be limited to the amount of the premium it
received. If stock prices remain the same over time, it is likely that the Fund
will also profit, because it should be able to close out the option at a lower
price. If stock prices fall, the Fund would expect to suffer a loss.

By purchasing a call option, the Fund would attempt to participate in
potential price increases of the underlying stock, with results similar to those
obtainable from purchasing a futures contract, but with risk limited to the cost
of the option if stock prices fell. At the same time, the Fund can expect to
suffer a loss if stock prices do not rise sufficiently to offset the cost of the
option.

The characteristics of writing call options are similar to those of
writing put options, as described above, except that writing covered call
options generally is a profitable strategy if prices remain the same or fall.
Through receipt of the option premium, the Fund would seek to mitigate the
effects of a price decline. At the same time, when writing call options the Fund
would give up some ability to participate in security price increases.

The purchase and sale of options and futures contracts involve risks
different from those involved with direct investments in securities, and also
require different skills from the advisers in managing the Fund's portfolio.
While utilization of options, futures contracts and similar instruments may be
advantageous to the Fund, if the adviser is not successful in employing such
instruments in managing the Fund's investments or in predicting interest rate
changes, the Fund's performance will be worse than if the Fund did not make such
investments. It is possible that there will be imperfect correlation, or even no
correlation, between price movements of the investments being hedged and the
options or futures used. It is also possible that the Fund may be unable to
purchase or sell a portfolio security at a time that otherwise would be
favorable for it to do so, or that the Fund may need to sell a portfolio
security at a disadvantageous time, due to the need for the Fund to maintain
"cover" or to segregate securities in connection with hedging transactions and
that the Fund may be unable to close out or liquidate its hedge position. In
addition, the Fund will pay commissions and other costs in connection with such
investments, which may increase the Fund's expenses and reduce its yield. The
Fund's current policy is to limit options and futures transactions to those

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<PAGE>

described above. The Fund may purchase and write both over-the-counter and
exchange-traded options.

The Fund will not enter into any futures contracts or related options
if the sum of the initial margin deposits on futures contracts and related
options and premiums paid for related options the Fund has purchased would
exceed 5% of the Fund's total assets. The Fund will not purchase futures
contracts or related options if, as a result, more than 20% of the Fund's total
assets would be so invested.

FUTURES CONTRACTS

The Fund may from time to time purchase or sell futures contracts. In
the purchase of a futures contract, the purchaser agrees to buy a specified
underlying instrument at a specified future date. In the sale of a futures
contract, the seller agrees to sell the underlying instrument at a specified
future date. The price at which the purchase or sale will take place is fixed at
the time the contract is entered into. Some currently available contracts are
based on specific securities, such as U.S. Treasury bonds or notes, and some are
based on indexes of securities such as S&P 500. Futures contracts can be held
until their delivery dates, or can be closed out before then, if a liquid
secondary market is available. A futures contract is closed out by entering into
an opposite position in an identical futures contract (for example, by
purchasing a contract on the same instrument and with the same delivery date as
a contract the party had sold) at the current price as determined on the futures
exchange.

As the purchaser or seller of a futures contract, the Fund would not be
required to deliver or pay for the underlying instrument unless the contract is
held until the delivery date. However, the Fund would be required to deposit
with its custodian, in the name of the futures broker (known as a futures
commission merchant, or "FCM"), a percentage of the contract's value. This
amount, which is known as initial margin, generally equals 10% or less of the
value of the futures contract. Unlike margin in securities transactions, initial
margin on futures contracts does not involve borrowing to finance the futures
transactions. Rather, initial margin is in the nature of a good faith deposit or
performance bond, and would be returned to the Fund when the futures position is
terminated, after all contractual obligations have been satisfied. Initial
margin may be maintained either in cash or appropriate liquid securities.

The value of a futures contract tends to increase and decrease with the
value of the underlying instrument. The purchase of a futures contract will tend
to increase exposure to positive and negative price fluctuations in the
underlying instrument in the same manner as if the underlying instrument had
been purchased directly. By contrast, the sale of a futures contract will tend
to offset both positive and negative market price changes.

As the contract's value fluctuates, payments known as variation margin
or maintenance margin are made to or received from the FCM. If the contract's
value moves against the Fund (i.e., the Fund's futures position declines in
value), the Fund may be required to make payments to the FCM, and, conversely,
the Fund may be entitled to receive payments from the FCM if the value of the
Fund's futures position increases. This process is known as "marking-to-market"
and takes place on a daily basis. Variation margin does not involve borrowing to
finance the futures transactions, but rather represents a daily settlement of
the Fund's obligations to or from a clearing organization.

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<PAGE>

OPTIONS ON SECURITIES, INDEXED SECURITIES AND FUTURES CONTRACTS

PURCHASING PUT OR CALL OPTIONS By purchasing a put (or call) option,
the Fund obtains the right (but not the obligation) to sell (or buy) the
underlying instrument at a fixed strike price. The option's underlying
instrument may be a specific security, an indexed security or a futures
contract. The option may give the Fund the right to sell (or buy) only on the
option's expiration date, or may be exercisable at any time up to and including
that date. In return for this right, the Fund pays the current market price for
the option (known as the option premium).

The Fund may terminate its position in an option it has purchased by
allowing the option to expire, closing it out in the secondary market at its
current price, if a liquid secondary market exists, or by exercising it. If the
option is allowed to expire, the Fund will lose the entire premium paid.

WRITING PUT OR CALL OPTIONS By writing a put (or call) option, the Fund
takes the opposite side of the transaction from the option's purchaser (or
seller). In return for receipt of the premium, the Fund assumes the obligation
to pay the strike price for the option's underlying instrument (or to sell or
deliver the option's underlying instrument) if the other party to the option
chooses to exercise it. When writing an option on a futures contract, the Fund
will be required to make margin payments to an FCM as described above for
futures contracts.

Before exercise, the Fund may seek to terminate its position in an
option it has written by closing out the option in the secondary market at its
current price. If the secondary market is not liquid for an option the Fund has
written, however, the Fund must continue to be prepared to pay the strike price
while the option is outstanding, regardless of price changes, and must continue
to set aside assets to cover its position.

OVER-THE-COUNTER AND EXCHANGE-TRADED OPTIONS

The Fund may purchase and write both over-the-counter ("OTC") and
exchange-traded options. Exchange-traded options in the United States are issued
by a clearing organization affiliated with the exchange on which the option is
listed which, in effect, guarantees completion of every exchange-traded option
transaction. In contrast, OTC options are contracts between the Fund and its
contra-party with no clearing organization guarantee. Thus, when the Fund
purchases an OTC option, it relies on the dealer from which it has purchased the
OTC option to make/take delivery of the securities underlying the option.
Failure by the dealer to do so would result in the loss of the premium paid by
the Fund, as well as the loss of the expected benefit of the transaction.
Currently, options on debt securities are primarily traded on the OTC market.
Exchange markets for options on debt securities exist, but the ability to
establish and close out positions on the exchanges is subject to the maintenance
of a liquid secondary market.

The Fund may invest up to 15% of its assets in illiquid securities. The
term "illiquid securities" includes purchased OTC options. Assets used as cover
for OTC options written by the Fund also will be deemed illiquid securities,
unless the OTC options are sold to qualified dealers who agree that the Fund may
repurchase any OTC options it writes for a maximum price to be calculated by a
formula set forth in the option agreement. The cover for an OTC option subject
to this procedure would be considered illiquid only to the extent that the
maximum repurchase price under the formula exceeds the intrinsic value of the
option.

COVER FOR OPTIONS AND FUTURES STRATEGIES

The Fund will not use leverage in its hedging strategies involving
options and futures contracts. The Fund will hold securities, options or futures
positions whose values are expected to offset ("cover") its obligations under
the transactions. The Fund will not enter into hedging strategies involving
options and futures contracts that expose the Fund to an obligation to another
party unless it owns either (i) an offsetting ("covered") position in
securities, options or futures contracts or (ii) has cash, receivables and
liquid debt securities with a value sufficient at all times to cover its
potential obligations. The Fund will comply with guidelines established by the
SEC with respect to coverage of these strategies by mutual funds and, if the
guidelines so require, will set aside cash and/or appropriate liquid securities
in a segregated account with its custodian in the amount prescribed. Securities,
options or futures contracts used for cover and securities held in a segregated
account cannot be sold or closed out while the strategy is outstanding, unless
they are replaced with similar assets. As a result, there is a possibility that
the use of cover or segregation involving a large percentage of the Fund's
assets could impede the portfolio management or the Fund's ability to meet
redemption requests or other current obligations.

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<PAGE>

RISKS OF FUTURES AND RELATED OPTIONS TRADING

Successful use of futures contracts and related options depends upon
the ability of the adviser to assess movements in the direction of overall
securities and interest rates, which requires different skills and techniques
than assessing the value of individual securities. Moreover, futures contracts
relate not to the current price level of the underlying instrument, but to the
anticipated price level at some point in the future; trading of stock index
futures may not reflect the trading of the securities that are used to formulate
the index or even actual fluctuations in the index itself. There is, in
addition, the risk that movements in the price of the futures contract will not
correlate with the movements in the prices of the securities being hedged. Price
distortions in the marketplace, such as result from increased participation by
speculators in the futures market, may also impair the correlation between
movements in the prices of futures contracts and movements in the prices of the
hedged securities. If the price of the futures contract moves less than the
price of securities that are subject to the hedge, the hedge will not be fully
effective; however, if the price of the securities being hedged has moved in an
unfavorable direction, the Fund normally would be in a better position than if
it had not hedged at all. If the price of securities being hedged has moved in a
favorable direction, this advantage may be partially offset by losses on the
futures position.

Options have a limited life and thus can be disposed of only within a
specific time period. Positions in futures contracts may be closed out only on
an exchange or board of trade that provides a secondary market for such futures
contracts. Although the Fund intends to purchase and sell futures only on
exchanges or boards of trade where there appears to be a liquid secondary
market, there is no assurance that such a market will exist for any particular
contract at any particular time. In such event, it may not be possible to close
a futures position and, in the event of adverse price movements, the Fund would
continue to be required to make variation margin payments.

Purchasers of options on futures contracts pay a premium in cash at the
time of purchase which, in the event of adverse price movements, could be lost.
Sellers of options on futures contracts must post initial margin and are subject
to additional margin calls that could be substantial in the event of adverse
price movements. In addition, the Fund's activities in the futures markets may
result in a higher portfolio turnover rate and additional transaction costs in
the form of added brokerage commissions. Because combined options positions
involve multiple trades, they result in higher transaction costs and may be more
difficult to open and close out.

The exchanges may impose limits on the amount by which the price of a
futures contract or related option is permitted to change in a single day. If
the price of a contract moves to the limit for several consecutive days, the
Fund may be unable during that time to close its position in that contract and
may have to continue making payments of variation margin. The Fund may also be
unable to dispose of securities or other instruments being used as "cover"
during such a period.

RISKS OF OPTIONS TRADING

The success of the Fund's option strategies depends on many factors,
the most significant of which is the adviser's ability to assess movements in
the overall securities and interest rate markets.

The exercise price of the options may be below, equal to or above the
current market value of the underlying securities or indexes. Purchased options
that expire unexercised have no value. Unless an option purchased by the Fund is
exercised or unless a closing transaction is effected with respect to that
position, the Fund will realize a loss in the amount of the premium paid and any
transaction costs.

A position in an exchange-listed option may be closed out only on an
exchange that provides a secondary market for identical options. Although the
Fund intends to purchase or write only those exchange-traded options for which
there appears to be an active secondary market, there is no assurance that a
liquid secondary market will exist for any particular option at any specific
time. Closing transactions with respect to OTC options may be effected only by
negotiating directly with the other party to the option contract. Although the
Fund will enter into OTC options with dealers capable of entering into closing
transactions with the Fund, there can be no assurance that the Fund will be able
to liquidate an OTC option at a favorable price at any time prior to expiration.

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<PAGE>

In the event of insolvency of the contra-party, the Fund may be unable to
liquidate or exercise an OTC option, and could suffer a loss of its premium.
Also, the contra-party, although solvent, may refuse to enter into closing
transactions with respect to certain options, with the result that the Fund
would have to exercise those options which it has purchased in order to realize
any profit. With respect to options written by the Fund, the inability to enter
into a closing transaction may result in material losses to the Fund. For
example, because the Fund must maintain a covered position with respect to any
call option it writes on a security or index, the Fund may not sell the
underlying security or currency (or invest any cash, government securities or
short-term debt securities used to cover an index option) during the period it
is obligated under the option. This requirement may impair the Fund's ability to
sell a portfolio security or make an investment at a time when such a sale or
investment might be advantageous.

Options on indexes are settled exclusively in cash. If the Fund writes
a call option on an index, the Fund will not know in advance the difference, if
any, between the closing value of the index on the exercise date and the
exercise price of the call option itself, and thus will not know the amount of
cash payable upon settlement. In addition, a holder of an index option who
exercises it before the closing index value for that day is available runs the
risk that the level of the underlying index may subsequently change.

The Fund's activities in the options markets may result in higher
portfolio turnover rates and additional brokerage costs.

ADDITIONAL LIMITATIONS ON FUTURES AND OPTIONS

As a non-fundamental policy, the Fund will write a put or call on a
security only if (a) the security underlying the put or call is permitted by the
investment policies of the Fund, and (b) the aggregate value of the securities
underlying the calls or obligations underlying the puts determined as of the
date the options are sold does not exceed 25% of the Fund's net assets.

Under regulations adopted by the Commodity Futures Trading Commission
("CFTC"), futures contracts and related options may be used by the Fund (a) for
hedging purposes, without quantitative limits, and (b) for other purposes to the
extent that the amount of margin deposit on all such non-hedging futures
contracts owned by the Fund, together with the amount of premiums paid by the
Fund on all such non-hedging options held on futures contracts, does not exceed
5% of the market value of the Fund's net assets.

The foregoing limitations, as well as those set forth in the
prospectuses regarding the Fund's use of futures and related options
transactions, do not apply to options attached to, or acquired or traded
together with their underlying securities, and do not apply to securities that
incorporate features similar to options, such as rights, certain debt securities
and indexed securities.

The above limitations on the Fund's investments in futures contracts
and options may be changed as regulatory agencies permit. However, the Fund will
not modify the above limitations to increase its permissible futures and options
activities without supplying additional information, as appropriate, in the
current Prospectuses or Statement of Additional Information.

FORWARD CURRENCY CONTRACTS

The Fund may use forward currency contracts to protect against
uncertainty in the level of future exchange rates. The Fund will not speculate
with forward currency contracts or foreign currencies.

The Fund may enter into forward currency contracts with respect to
specific transactions. For example, when the Fund enters into a contract for the
purchase or sale of a security denominated in a foreign currency, or when the
Fund anticipates the receipt in a foreign currency of dividend or interest
payments on a security that it holds, the Fund may desire to "lock-in" the U.S.
dollar price of the security or the U.S. dollar equivalent of such payment, as
the case may be, by entering into a forward contract for the purchase or sale,
for a fixed amount of U.S. dollars or foreign currency, of the amount of foreign

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<PAGE>

currency involved in the underlying transaction. The Fund will thereby be able
to protect itself against a possible loss resulting from an adverse change in
the relationship between the currency exchange rates during the period between
the date on which the security is purchased or sold, or on which the payment is
declared, and the date on which such payments are made or received.

The Fund also may use forward currency contracts in connection with
portfolio positions to lock-in the U.S. dollar value of those positions or to
shift the Fund's exposure to foreign currency fluctuations from one country to
another. For example, when the adviser believes that the currency of a
particular foreign country may suffer a substantial decline relative to the U.S.
dollar or another currency, it may enter into a forward currency contract to
sell the amount of the former foreign currency approximating the value of some
or all of the Fund's securities denominated in such foreign currency. This
investment practice generally is referred to as "cross-hedging" when another
foreign currency is used.

At or before the maturity date of a forward currency contract requiring
the Fund to sell a currency, the Fund may either sell a portfolio security and
use the sale proceeds to make delivery of the currency or retain the security
and offset its contractual obligation to deliver the currency by purchasing a
second contract pursuant to which the Fund will obtain, on the same maturity
date, the same amount of the currency that it is obligated to deliver.
Similarly, the Fund may close out a forward currency contract requiring it to
purchase a specified currency by entering into a second contract entitling it to
sell the same amount of the same currency on the maturity date of the first
contract. The Fund would realize a gain or loss as a result of entering into
such an offsetting forward currency contract under either circumstance to the
extent the exchange rate or rates between the currencies involved moved between
the execution dates of the first contract and the offsetting contract.

The precise matching of the forward contract amount and the value of
the securities involved will not generally be possible because the future value
of such securities in a foreign currency will change as a consequence of market
movements in the value of those securities between the date the forward currency
contract is entered into and the date it matures. Accordingly, it may be
necessary for the Fund to purchase additional foreign currency on the spot
(i.e., cash) market (and bear the expense of such purchase) if the market value
of the security is less than the amount of foreign currency the Fund is
obligated to deliver under the forward contract and the decision is made to sell
the security and make delivery of the foreign currency. Conversely, it may be
necessary to sell on the spot market some of the foreign currency received upon
the sale of the portfolio security if its market value exceeds the amount of
foreign currency the Fund is obligated to deliver under the forward contract.
The projection of short-term currency market movements is extremely difficult,
and the successful execution of a short-term hedging strategy is highly
uncertain. Forward currency contracts involve the risk that anticipated currency
movements will not be accurately predicted, causing the Fund to sustain losses
on these contracts and transaction costs. The Fund may enter into forward
contracts or maintain a net exposure to such contracts only if (1) the
consummation of the contracts would not obligate the Fund to deliver an amount
of foreign currency in excess of the value of the Fund's portfolio securities or
other assets denominated in that currency or (2) the Fund maintains cash, U.S.
government securities or other appropriate liquid securities in a segregated
account in an amount not less than the value of the Fund's total assets
committed to the consummation of the contract.

The cost to the Fund of engaging in forward currency contracts varies
with factors such as the currencies involved, the length of the contract period
and the market conditions then prevailing. Because forward currency contracts
are usually entered into on a principal basis, no fees or commissions are
involved. The Fund will deal only with banks, broker/dealers or other financial
institutions which the adviser deems to be of high quality and to present
minimum credit risk. The use of forward currency contracts does not eliminate
fluctuations in the prices of the underlying securities the Fund owns or intends
to acquire, but it does fix a rate of exchange in advance. In addition, although
forward currency contracts limit the risk of loss due to a decline in the value
of the hedged currencies, at the same time they limit any potential gain that
might result should the value of the currencies increase.

Although the Fund values its assets daily in terms of U.S. dollars, it
does not intend to convert its holdings of foreign currencies into U.S. dollars

16
<PAGE>

on a daily basis. The Fund may convert foreign currency from time to time, and
investors should be aware of the costs of currency conversion. Although foreign
exchange dealers do not charge a fee for conversion, they do realize a profit
based on the difference between the prices at which they are buying and selling
various currencies. Thus, a dealer may offer to sell a foreign currency to the
Fund at one rate, while offering a lesser rate of exchange should the Fund
desire to resell that currency to the dealer.

PORTFOLIO LENDING

The Fund may lend portfolio securities to brokers or dealers in
corporate or government securities, banks or other recognized institutional
borrowers of securities, provided that cash or equivalent collateral, equal to
at least 100% of the market value of the securities loaned, is continuously
maintained by the borrower with the Fund. During the time portfolio securities
are on loan, the borrower will pay the Fund an amount equivalent to any
dividends or interest paid on such securities, and the Fund may invest the cash
collateral and earn income, or it may receive an agreed upon amount of interest
income from the borrower who has delivered equivalent collateral. These loans
are subject to termination at the option of the Fund or the borrower. The Fund
may pay reasonable administrative and custodial fees in connection with a loan
and may pay a negotiated portion of the interest earned on the cash or
equivalent collateral to the borrower or placing broker. The Fund does not have
the right to vote securities on loan, but would terminate the loan and regain
the right to vote if that were considered important with respect to the
investment. The risks of securities lending are similar to those of repurchase
agreements. The Fund presently does not intend to lend more than 5% of its
portfolio securities at any given time.

REPURCHASE AGREEMENTS

When cash is temporarily available, or for temporary defensive
purposes, the Fund may invest without limit in repurchase agreements and money
market instruments, including high-quality short-term debt securities. A
repurchase agreement is an agreement under which either U.S. government
obligations or high-quality liquid debt securities are acquired from a
securities dealer or bank subject to resale at an agreed-upon price and date.
The securities are held for the Fund by a custodian bank as collateral until
resold and will be supplemented by additional collateral if necessary to
maintain a total value equal to or in excess of the value of the repurchase
agreement. The Fund bears a risk of loss in the event that the other party to a
repurchase agreement defaults on its obligations and the Fund is delayed or
prevented from exercising its rights to dispose of the collateral securities,
which may decline in value in the interim. The Fund will enter into repurchase
agreements only with financial institutions determined by the Fund's adviser to
present minimal risk of default during the term of the agreement.

Repurchase agreements are usually for periods of one week or less, but
may be for longer periods. The Fund will not enter into repurchase agreements of
more than seven days' duration if more than 15% of net assets would be invested
in such agreements and other illiquid investments. To the extent that proceeds
from any sale upon a default of the obligation to repurchase were less than the
repurchase price, the Fund might suffer a loss. If bankruptcy proceedings are
commenced with respect to the seller of the security, realization upon the
collateral by the Fund could be delayed or limited. However, the Fund has
adopted standards for the parties with whom it may enter into repurchase
agreements, including monitoring by the Fund's adviser of the creditworthiness
of such parties which the Fund's Board of Directors believes are reasonably
designed to assure that each party presents no serious risk of becoming involved
in bankruptcy proceedings within the time frame contemplated by the repurchase
agreement.

When the Fund enters into a repurchase agreement, it will obtain as
collateral from the other party securities equal in value to 102% of the amount
of the repurchase agreement (or 100%, if the securities obtained are U.S.
Treasury bills, notes or bonds). Such securities will be held by a custodian
bank or an approved securities depository or book-entry system.

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<PAGE>

ADDITIONAL TAX INFORMATION

The following is a general summary of certain federal tax
considerations affecting the Fund and its shareholders. Investors are urged to
consult their own tax advisers for more detailed information and for information
regarding any federal, state or local taxes that might apply to them.

GENERAL

For federal tax purposes, the Fund is treated as a separate
corporation. To qualify for treatment as a regulated investment company ("RIC")
under the Internal Revenue Code of 1986, as amended ("Code"), the Fund must
distribute annually to its shareholders at least 90% of its investment company
taxable income (generally, net investment income plus any net short-term capital
gain and any net gains from certain foreign currency transactions)
("Distribution Requirement") and must meet several additional requirements.
These requirements include the following: (1) the Fund must derive at least 90%
of its gross income each taxable year from dividends, interest, payments with
respect to securities loans and gains from the sale or other disposition of
securities or foreign currencies, or other income (including gains from options,
futures or forward currency contracts) derived with respect to its business of
investing in securities or those currencies ("Income Requirement"); (2) at the
close of each quarter of the Fund's taxable year, at least 50% of the value of
its total assets must be represented by cash and cash items, U.S. government
securities, securities of other RICs and other securities, with those other
securities limited, in respect of any one issuer, to an amount that does not
exceed 5% of the value of the Fund's total assets and that does not represent
more than 10% of the issuer's outstanding voting securities; and (3) at the
close of each quarter of the Fund's taxable year, not more than 25% of the value
of its total assets may be invested in the securities (other than U.S.
government securities or the securities of other RICs) of any one issuer. If the
Fund failed to qualify for treatment as a RIC for any taxable year, (i) it would
be taxed at corporate rates on the full amount of its taxable income for that
year without being able to deduct the distributions it makes to its shareholders
and (ii) the shareholders would treat all those distributions, including
distributions of net capital gain (I.E., the excess of net long-term capital
gain over net short-term capital loss), as dividends (that is, ordinary income)
to the extent of the Fund's earnings and profits. In addition, the Fund could be
required to recognize unrealized gains, pay substantial taxes and interest and
make substantial distributions before requalifying for RIC treatment.

The Fund will be subject to a nondeductible 4% excise tax ("Excise
Tax") to the extent it fails to distribute by the end of any calendar year
substantially all of its ordinary income for that year and capital gain net
income for the one-year period ending on October 31 of that year, plus certain
other amounts.

Dividends and interest received by the Fund, and gains realized
thereby, may be subject to income, withholding or other taxes imposed by foreign
countries and U.S. possessions that would reduce the total return on its
securities. Tax conventions between certain countries and the United States may
reduce or eliminate these foreign taxes, however, and many foreign countries do
not impose taxes on capital gains in respect of investments by foreign
investors.

DIVIDENDS AND OTHER DISTRIBUTIONS

Dividends and other distributions declared by the Fund in December of
any year and payable to its shareholders of record on a date in that month will
be deemed to have been paid by the Fund and received by the shareholders on
December 31 if the distributions are paid by the Fund during the following
January. Accordingly, those distributions will be taxed to shareholders for the
year in which that December 31 falls.

A portion of the dividends from the Fund's investment company taxable
income (whether paid in cash or reinvested in Fund shares) may be eligible for
the dividends-received deduction allowed to corporations. The eligible portion
may not exceed the aggregate dividends received by the Fund for the taxable year
from domestic corporations. However, dividends received by a corporate

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<PAGE>

shareholder and deducted by it pursuant to the dividends-received deduction are
subject indirectly to the federal alternative minimum tax. Distributions of net
capital gain made by the Fund do not qualify for the dividends-received
deduction.

If Fund shares are sold at a loss after being held for six months or
less, the loss will be treated as a long-term, instead of a short-term, capital
loss to the extent of any capital gain distributions received on those shares.

PASSIVE FOREIGN INVESTMENT COMPANIES

The Fund may invest in the stock of "passive foreign investment
companies" ("PFICs"). A PFIC is any foreign corporation (with certain
exceptions) that, in general, meets either of the following tests: (1) at least
75% of its gross income is passive or (2) an average of at least 50% of its
assets produce, or are held for the production of, passive income. Under certain
circumstances, the Fund will be subject to federal income tax on a portion of
any "excess distribution" received on the stock of a PFIC or of any gain on
disposition of that stock (collectively "PFIC income"), plus interest thereon,
even if the Fund distributes the PFIC income as a taxable dividend to its
shareholders. The balance of the PFIC income will be included in the Fund's
investment company taxable income and, accordingly, will not be taxable to it to
the extent it distributes that income to its shareholders.

If the Fund invests in a PFIC and elects to treat the PFIC as a
"qualified electing fund" ("QEF"), then in lieu of the foregoing tax and
interest obligation, the Fund would be required to include in income each year
its PRO RATA share of the QEF's annual ordinary earnings and net capital gain --
which the Fund probably would have to distribute to satisfy the Distribution
Requirement and avoid imposition of the Excise Tax -- even if the QEF did not
distribute those earnings and gain to the Fund. In most instances it will be
very difficult, if not impossible, to make this election because of certain
requirements thereof.

The Fund may elect to "mark-to-market" its stock in any PFIC.
"Marking-to-market," in this context, means including in ordinary income each
taxable year the excess, if any, of the fair market value of the stock over the
Fund's adjusted basis therein as of the end of that year. Pursuant to the
election, the Fund also would be allowed to deduct (as an ordinary, not capital,
loss) the excess, if any, of its adjusted basis in PFIC stock over the fair
market value thereof as of the taxable year-end, but only to the extent of any
net mark-to-market gains with respect to that stock included in income by the
Fund for prior taxable years thereunder. The Fund's adjusted basis in each
PFIC's stock subject to the election would be adjusted to reflect the amounts of
income included and deductions taken thereunder.

OPTIONS, FUTURES, FORWARD CURRENCY CONTRACTS AND FOREIGN CURRENCIES

The use of hedging instruments, such as writing (selling) and
purchasing options and futures contracts and entering into forward currency
contracts, involves complex rules that will determine for income tax purposes
the amount, character and timing of recognition of the gains and losses the Fund
realizes in connection therewith. Gains from the disposition of foreign
currencies (except certain gains that may be excluded by future regulations) --
and gains from options, futures and forward currency contracts derived by the
Fund, with respect to its business of investing in securities or foreign
currencies -- will qualify as permissible income under the Income Requirement.

Certain futures and foreign currency contracts in which the Fund may
invest will be subject to section 1256 of the Code ("section 1256 contracts").
Any section 1256 contracts the Fund holds at the end of each taxable year, other
than contracts with respect to which the Fund has made a "mixed straddle
election," must be "marked-to-market" (that is, treated as having been sold at
that time for their fair market value), with the result that unrealized gains or
losses will be treated as though they were realized. Sixty percent of any net
gain or loss recognized on these deemed sales, and sixty percent of any net
realized gain or loss on section 1256 contracts actually sold by the Fund during
the year will be treated as long-term capital gain or loss, and the balance will
be treated as short-term capital gain or loss. Section 1256 contracts also may
be marked-to-market for purposes of the Excise Tax. These rules may operate to
increase the amount that the Fund must distribute to satisfy the Distribution
Requirement (I.E., with respect to the portion treated as short-term capital
gain), which will be taxable to the shareholders as ordinary income, and to

19
<PAGE>

increase the net capital gain the Fund recognizes, without in either case
increasing the cash available to the Fund. The Fund may elect to exclude certain
transactions from the operation of section 1256, although doing so may have the
effect of increasing the relative proportion of net short-term capital gain
(taxable as ordinary income) and thus increasing the amount of dividends that
must be distributed.

When a covered call option written (sold) by the Fund expires, the Fund
will realize a short-term capital gain equal to the amount of the premium it
received for writing the option. When the Fund terminates its obligations under
such an option by entering into a closing transaction, the Fund will realize a
short-term capital gain (or loss), depending on whether the cost of the closing
transaction is less than (or exceeds) the premium received when the option was
written. When a covered call option written by the Fund is exercised, the Fund
will be treated as having sold the underlying security, producing long-term or
short-term capital gain or loss, depending on the holding period of the
underlying security and whether the sum of the option price received on the
exercise plus the premium received when the option was written exceeds or is
less than the basis of the underlying security.

Code section 1092 (dealing with straddles) also may affect the taxation
of options and futures contracts in which the Fund may invest. Section 1092
defines a "straddle" as offsetting positions with respect to personal property;
for these purposes, options, futures and forward currency contracts are personal
property. Under section 1092, any loss from the disposition of a position in a
straddle generally may be deducted only to the extent the loss exceeds the
unrealized gain on the offsetting position(s) of the straddle; in addition,
these rules may apply to postpone the recognition of loss that otherwise would
be recognized under the mark-to-market rules discussed above. The regulations
under section 1092 also provide certain "wash sale" rules, which apply to
transactions where a position is sold at a loss and a new offsetting position is
acquired within a prescribed period, and "short sale" rules applicable to
straddles. If the Fund makes certain elections, the amount, character, and
timing of recognition of gains and losses from the affected straddle positions
would be determined under rules that vary according to the elections made.
Because only a few of the regulations implementing the straddle rules have been
promulgated, the tax consequences to the Fund of straddle transactions are not
entirely clear.

If the Fund has an "appreciated financial position" -- generally, an
interest (including an interest through an option, futures or forward currency
contract or short sale) with respect to any stock, debt instrument (other than
"straight debt") or partnership interest the fair market value of which exceeds
its adjusted basis -- and enters into a "constructive sale" of the position, the
Fund will be treated as having made an actual sale thereof, with the result that
gain will be recognized at that time. A constructive sale generally consists of
a short sale, an offsetting notional principal contract or a futures or forward
currency contract entered into by the Fund or a related person with respect to
the same or substantially identical property. In addition, if the appreciated
financial position is itself a short sale or such a contract, acquisition of the
underlying property or substantially identical property will be deemed a
constructive sale. The foregoing will not apply, however, to any transaction of
the Fund during any taxable year that otherwise would be treated as a
constructive sale if the transaction is closed within 30 days after the end of
that year and the Fund holds the appreciated financial position unhedged for 60
days after that closing (I.E., at no time during that 60-day period is the
Fund's risk of loss regarding that position reduced by reason of certain
specified transactions with respect to substantially identical or related
property, such as having an option to sell, being contractually obligated to
sell, making a short sale, or granting an option to buy substantially identical
stock or securities).

To the extent the Fund recognizes income from a "conversion
transaction," as defined in section 1258 of the Code, all or part of the gain
from the disposition or other termination of a position held as part of the
conversion transaction may be recharacterized as ordinary income. A conversion
transaction generally consists of two or more positions taken with regard to the
same or similar property, where (1) substantially all of the taxpayer's return
is attributable to the time value of its net investment in the transaction and
(2) the transaction satisfies any of the following criteria: (a) the transaction
consists of the acquisition of property by the taxpayer and a substantially
contemporaneous agreement to sell the same or substantially identical property
in the future; (b) the transaction is a straddle, within the meaning of section
1092 of the Code (see above); (c) the transaction is one that was marketed or
sold to the taxpayer on the basis that it would have the economic

20
<PAGE>

characteristics of a loan but the interest-like return would be taxed as capital
gain; or (d) the transaction is described as a conversion transaction in future
regulations.

ADDITIONAL PURCHASE AND REDEMPTION INFORMATION

The fund offers two classes of shares, known as Primary Shares and
Navigator Shares. Primary Shares are available from Legg Mason and certain of
its affiliates, as well as from certain institutions having agreements with Legg
Mason. Navigator Shares are currently offered for sale only to Institutional
Clients of Legg Mason Trust Company for which they exercise discretionary
investment management responsibility and accounts of the customers with such
Institutional Clients, to qualified retirement plans managed on a discretionary
basis and having net assets of at least $200 million, to clients of Bartlett &
Co., who as of December 19, 1996, were shareholders of Bartlett Short-Term Bond
Fund or Bartlett Fixed Income Fund and for whom Bartlett acts as an ERISA
fiduciary, to Class Y shareholders of Bartlett Europe Fund or Bartlett Financial
Services Fund on October 5, 1999, to any qualified retirement plan of Legg
Mason, Inc. or of any of its affiliates and to certain institutions who were
clients of Fairfield Group, Inc. as of February 28, 1999. Navigator Shares may
not be purchased by individuals directly, but Institutional Clients may purchase
shares for Customer Accounts maintained for individuals. Primary Shares are
available to all other investors.

FUTURE FIRST SYSTEMATIC INVESTMENT PLAN AND TRANSFER OF FUNDS FROM FINANCIAL
INSTITUTIONS

If you invest in Primary Shares, the Prospectus for those shares
explains that you may buy Primary Shares through the Future First Systematic
Investment Plan. Under this plan, you may arrange for automatic monthly
investments in Primary Shares of $50 or more by authorizing Boston Financial
Data Services ("BFDS"), the Fund's transfer agent, to transfer funds each month
from your Legg Mason account or from your checking account to be used to buy
Primary Shares at the per share net asset value determined on the day the funds
are sent from your bank. You will receive a quarterly account statement. You may
terminate the Future First Systematic Investment Plan at any time without charge
or penalty. Forms to enroll in the Future First Systematic Investment Plan are
available from any Legg Mason or affiliated office.

Investors in Primary Shares may also buy Primary Shares through a plan
permitting transfers of funds from a financial institution. Certain financial
institutions may allow the investor, on a pre-authorized basis, to have $50 or
more automatically transferred monthly for investment in shares of the Fund to:

Legg Mason Wood Walker, Incorporated
Funds Processing
P.O. Box 1476
Baltimore, Maryland 21203-1476

If the investor's check is not honored by the institution it is drawn on, the
investor may be subject to extra charges in order to cover collection costs.
These charges may be deducted from the investor's shareholder account.

SYSTEMATIC WITHDRAWAL PLAN

If you own Primary Shares with a net asset value of $5,000 or more, you
may also elect to make systematic withdrawals from your Fund account of a
minimum of $50 on a monthly basis. The amounts paid to you each month are
obtained by redeeming sufficient shares from your account to provide the
withdrawal amount that you have specified. The Systematic Withdrawal Plan is not
currently available for shares held in an Individual Retirement Account ("IRA"),
Simplified Employee Pension Plan ("SEP"), Savings Incentive Match Plan for
Employees ("SIMPLE") or other qualified retirement plan. You may change the
monthly amount to be paid to you without charge not more than once a year by
notifying Legg Mason or the affiliate with which you have an account.
Redemptions will be made at the Primary Shares' net asset value per share
determined as of the close of regular trading of the New York Stock Exchange
("Exchange") (normally 4:00 p.m., eastern time) ("close of the Exchange") on the
first day of each month. If the Exchange is not open for business on that day,

21
<PAGE>

the shares will be redeemed at the per share net asset value determined as of
the close of regular trading of the Exchange on the preceding business day. The
check for the withdrawal payment will usually be mailed to you on the next
business day following redemption. If you elect to participate in the Systematic
Withdrawal Plan, dividends and other distributions on all Primary Shares in your
account must be automatically reinvested in Primary Shares. You may terminate
the Systematic Withdrawal Plan at any time without charge or penalty. The Fund,
its transfer agent, and Legg Mason also reserve the right to modify or terminate
the Systematic Withdrawal Plan at any time.

Withdrawal payments are treated as a sale of shares rather than as a
dividend or other distribution. These payments are taxable to the extent that
the total amount of the payments exceeds the tax basis of the shares sold. If
the periodic withdrawals exceed reinvested dividends and distributions, the
amount of your original investment may be correspondingly reduced.

Ordinarily, you should not purchase additional shares of the Fund if
you maintain a Systematic Withdrawal Plan, because you may incur tax liabilities
in connection with such purchases and withdrawals. The Fund will not knowingly
accept purchase orders from you for additional shares if you maintain a
Systematic Withdrawal Plan unless your purchase is equal to at least one year's
scheduled withdrawals. In addition, if you maintain a Systematic Withdrawal Plan
you may not make periodic investments under the Future First Systematic
Investment Plan.

OTHER INFORMATION REGARDING REDEMPTION

The Fund reserves the right to modify or terminate the wire or
telephone redemption services described in the Prospectuses at any time.

The date of payment for redemption may not be postponed for more than
seven days, and the right of redemption may not be suspended, by the Fund or its
distributor except (i) for any period during which the Exchange is closed (other
than for customary weekend and holiday closings), (ii) when trading in markets
the Fund normally utilizes is restricted, or an emergency, as defined by rules
and regulations of the SEC, exists, making disposal of the Fund's investments or
determination of its net asset value not reasonably practicable, or (iii) for
such other periods as the SEC by regulation or order may permit for protection
of the Fund's shareholders. In the case of any such suspension, you may either
withdraw your request for redemption or receive payment based upon the net asset
value next determined after the suspension is lifted.

The Fund reserves the right, under certain conditions, to honor any
request or combination of requests for redemption from the same shareholder in
any 90-day period, totaling $250,000 or 1% of the net assets of the Fund,
whichever is less, by making payment in whole or in part in securities valued in
the same way as they would be valued for purposes of computing the Fund's net
asset value per share. If payment is made in securities, a shareholder should
expect to incur brokerage expenses in converting those securities into cash and
will be subject to fluctuation in the market price of those securities until
they are sold. The Fund does not redeem "in kind" under normal circumstances,
but would do so where the adviser determines that it would be in the best
interests of the Fund's shareholders as a whole.

VALUATION OF FUND SHARES

Net asset value of a Fund share is determined daily as of the close of
the Exchange, on every day the Exchange is open, by dividing the value of the
total assets, less liabilities, by the number of shares outstanding. Pricing
will not be done on days when the Exchange is closed. The Exchange currently
observes the following holidays: New Year's Day, Presidents' Day, Martin Luther
King, Jr. Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving, and Christmas. As described in the Prospectuses, securities for
which market quotations are readily available are valued at current market
value. Securities traded on an exchange or the Nasdaq Stock Market securities
are normally valued at last sale prices. Other over-the-counter securities, and
securities traded on exchanges for which there is no sale on a particular day
(including debt securities), are valued at the mean of latest closing bid and

22
<PAGE>

asked prices. Securities with remaining maturities of 60 days or less are valued
at amortized cost. Securities and other assets quoted in foreign currencies will
be valued in U.S. dollars based on the currency exchange rates prevailing at the
time of the valuation. All other securities are valued at fair value as
determined by or under the direction of the Fund's Board of Directors. Premiums
received on the sale of call options are included in the net asset value of the
Fund's shares, and the current market value of options sold by the Fund will be
subtracted from net assets of the Fund's shares.

PERFORMANCE INFORMATION

As of the date of this Statement of Additional Information, Primary
Shares and Navigator Shares of the Fund have no performance history.

Total Return Calculations

Average annual total return quotes used in the Fund's advertising and
other promotional materials ("Performance Advertisements") are calculated
according to the following formula:

n
P(1+T) = ERV
where: P = a hypothetical initial payment of $1,000
T = average annual total return
n = number of years
ERV = ending redeemable value of a
hypothetical $1,000 payment made at
the beginning of that period

Under the foregoing formula, the time periods used in Performance
Advertisements will be based on rolling calendar quarters, updated at least to
the last day of the most recent quarter prior to submission of the Performance
Advertisements for publication. Total return, or "T" in the formula above, is
computed by finding the average annual change in the value of an initial $1,000
investment over the period. In calculating the ending redeemable value, all
dividends and other distributions by the Fund are assumed to have been
reinvested at net asset value on the reinvestment dates during the period.

From time to time the Fund may compare the performance of a Class of
Shares in advertising and sales literature to the performance of other
investment companies, groups of investment companies or various market indices.
One such market index is the S&P 500, a widely recognized, unmanaged index
composed of the capitalization-weighted average of the prices of 500 of the
largest publicly traded stocks in the U.S. The S&P 500 includes reinvestment of
all dividends. It takes no account of the costs of investing or the tax
consequences of distributions. The Fund invests in many securities that are not
included in the S&P 500.

The Fund may also cite rankings and ratings, and compare the return of
a Class with data published by Lipper Analytical Services, Inc. ("Lipper"), CDA
Investment Technologies, Inc., Wiesenberger Investment Company Services, Value
Line, Morningstar, and other services or publications that monitor, compare
and/or rank the performance of investment companies. The Fund may also refer in
such materials to mutual fund performance rankings, ratings, comparisons with
funds having similar investment objectives, and other mutual funds reported in
independent periodicals, including, but not limited to, FINANCIAL WORLD, MONEY
Magazine, FORBES, BUSINESS WEEK, BARRON'S, FORTUNE, THE KIPLINGER LETTERS, THE
WALL STREET JOURNAL, and THE NEW YORK TIMES.

The Fund may compare the investment return of a Class to the return on
certificates of deposit and other forms of bank deposits, and may quote from
organizations that track the rates offered on such deposits. Bank deposits are
insured by an agency of the federal government up to specified limits. In
contrast, Fund shares are not insured, the value of Fund shares may fluctuate,
and an investor's shares, when redeemed, may be worth more or less than the
investor originally paid for them. Unlike the interest paid on many certificates
of deposit, which remains at a specified rate for a specified period of time,
the return of each Class of Shares will vary.

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<PAGE>

Fund advertisements may reference the history of the distributor and
its affiliates, the education and experience of the portfolio manager, and the
fact that the portfolio manager engages in value investing. With value
investing, the adviser invests in those securities it believes to be undervalued
in relation to the long-term earning power or asset value of their issuers.
Securities may be undervalued because of many factors, including market decline,
poor economic conditions, tax-loss selling, or actual or anticipated unfavorable
developments affecting the issuer of the security. The adviser believes that the
securities of sound, well-managed companies that may be temporarily out of favor
due to earnings declines or other adverse developments are likely to provide a
greater total return than securities with prices that appear to reflect
anticipated favorable developments and that are therefore subject to correction
should any unfavorable developments occur.

In advertising, the Fund may illustrate hypothetical investment plans
designed to help investors meet long-term financial goals, such as saving for a
child's college education or for retirement. Sources such as the Internal
Revenue Service, the Social Security Administration, the Consumer Price Index
and Chase Global Data and Research may supply data concerning interest rates,
college tuitions, the rate of inflation, Social Security benefits, mortality
statistics and other relevant information. The Fund may use other recognized
sources as they become available.

The Fund may use data prepared by Ibbotson Associates of Chicago,
Illinois ("Ibbotson") to compare the returns of various capital markets and to
show the value of a hypothetical investment in a capital market. Ibbotson relies
on different indices to calculate the performance of common stocks, corporate
and government bonds and Treasury bills.

The Fund may illustrate and compare the historical volatility of
different portfolio compositions where the performance of stocks is represented
by the performance of an appropriate market index, such as the S&P 500 and the
performance of bonds is represented by a nationally recognized bond index, such
as the Lehman Brothers Long-Term Government Bond Index.

The Fund may also include in advertising biographical information on
key investment and managerial personnel.

The Fund may advertise examples of the potential benefits of periodic
investment plans, such as dollar cost averaging, a long-term investment
technique designed to lower average cost per share. Under such a plan, an
investor invests in a mutual fund at regular intervals a fixed dollar amount
thereby purchasing more shares when prices are low and fewer shares when prices
are high. Although such a plan does not guarantee profit or guard against loss
in declining markets, the average cost per share could be lower than if a fixed
number of shares were purchased at the same intervals. Investors should consider
their ability to purchase shares through periods of low price levels.

The Fund may discuss Legg Mason's tradition of service. Since 1899,
Legg Mason and its affiliated companies have helped investors meet their
specific investment goals and have provided a full spectrum of financial
services. Legg Mason affiliates serve as investment advisers for private
accounts and mutual funds with assets of approximately $__ billion as of January
31, 2000.

In advertising, the Fund may discuss the advantages of saving through
tax-deferred retirement plans or accounts, including the advantages and
disadvantages of "rolling over" a distribution from a retirement plan into an
IRA, factors to consider in determining whether you qualify for such a rollover,
and the other options available. These discussions may include graphs or other
illustrations that compare the growth of a hypothetical tax-deferred investment
to the after-tax growth of a taxable investment.

TAX-DEFERRED RETIREMENT PLANS - PRIMARY SHARES

In general, income earned through the investment of assets of qualified
retirement plans is not taxed to the beneficiaries of those plans until the
income is distributed to them. Primary Share investors who are considering
establishing an IRA, SEP, SIMPLE or other qualified retirement plan should
consult their attorneys or other tax advisers with respect to individual tax
questions. The option of investing in those plans with respect to Primary Shares

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<PAGE>

through regular payroll deductions may be arranged with a Legg Mason or
affiliated financial advisor and your employer. Additional information with
respect to these plans is available upon request from any Financial Advisor or
Service Provider.

TRADITIONAL IRA. Certain Primary Share investors may obtain tax
advantages by establishing IRAs. Specifically, except as noted below, if neither
you nor your spouse is an active participant in a qualified employer or
government retirement plan, or if either you or your spouse is an active
participant and your adjusted gross income does not exceed a certain level, then
each of you may deduct cash contributions made to an IRA in an amount for each
taxable year not exceeding the lesser of 100% of your earned income or $2,000. A
married investor who is not an active participant in such a plan and files a
joint income tax return with his or her spouse (and their combined adjusted
gross income does not exceed $150,000) is not affected by the spouse's active
participant status. In addition, if your spouse is not employed and you file a
joint return, you may establish a separate IRA for your spouse and contribute up
to a total of $4,000 to the two IRAs, provided that the contribution to either
does not exceed $2,000. If your employer's plan qualifies as a SEP, permits
voluntary contributions and meets certain other requirements, you may make
voluntary contributions to that plan that are treated as deductible IRA
contributions.

Even if you are not in one of the categories described in the preceding
paragraph, you may find it advantageous to invest in Primary Shares through
non-deductible IRA contributions, up to certain limits, because all dividends
and other distributions on your Fund shares are then not immediately taxable to
you or the IRA; they become taxable only when distributed to you. To avoid
penalties, your interest in an IRA must be distributed, or start to be
distributed, to you not later than the end of the taxable year in which you
attain age 70 1/2. Distributions made before age 59 1/2, in addition to being
taxable, generally are subject to a penalty equal to 10% of the distribution,
except in the case of death or disability, where the distribution is rolled over
into another qualified plan or certain other situations.

ROTH IRA. A shareholder whose adjusted gross income (or combined
adjusted gross income with his or her spouse) does not exceed certain levels may
establish and contribute up to $2,000 per tax year to a Roth IRA. In addition,
for a shareholder whose adjusted gross income does not exceed $100,000 (or is
not married filing a separate return), certain distributions from traditional
IRAs may be rolled over to a Roth IRA and any of the shareholder's traditional
IRAs may be converted to a Roth IRA; these rollover distributions and
conversions are, however, subject to federal income tax.

Contributions to a Roth IRA are not deductible; however, earnings
accumulate tax-free in a Roth IRA, and withdrawals of earnings are not subject
to federal income tax if the account has been held for at least five years (or
in the case of earnings attributable to rollover contributions from or
conversions of a traditional IRA, the rollover or conversion occurred more than
five years before the withdrawal) and the account holder has reached age 59 1/2
(or certain other conditions apply).

EDUCATION IRA. Although not technically for retirement savings, an
Education IRA provides a vehicle for saving for a child's higher education. An
Education IRA may be established for the benefit of any minor, and any person
whose adjusted gross income does not exceed certain levels may contribute to an
Education IRA, provided that no more than the maximum amount allowable
(currently $500) may be contributed for any year to Education IRAs for the same
beneficiary. Contributions are not deductible and may not be made after the
beneficiary reaches age 18; however, earnings accumulate tax-free, and
withdrawals are not subject to tax if used to pay the qualified higher education
expenses of the beneficiary (or transferred to an Education IRA of a qualified
family member).

SIMPLIFIED EMPLOYEE PENSION PLAN -- SEP

Legg Mason makes available to corporate and other employers a SEP for
investment in Primary Shares.

25
<PAGE>

SAVINGS INCENTIVE MATCH PLAN FOR EMPLOYEES -- SIMPLE

An employer with no more than 100 employees that does not maintain
another retirement plan may establish a SIMPLE either as separate IRAs or as
part of a Code section 401(k) plan. A SIMPLE, which is not subject to the
complicated nondiscrimination rules that generally apply to qualified retirement
plans, will allow certain employees to make elective contributions of up to
$6,000 per year and will require the employer to make either matching
contributions up to 3% of each such employee's salary or a 2% nonelective
contribution.

Withholding at the rate of 20% is required for federal income tax
purposes on certain distributions (excluding, for example, certain periodic
payments) from the foregoing retirement plans (except IRAs and SEPs), unless the
recipient transfers the distribution directly to an "eligible retirement plan"
(including IRAs and other qualified plans) that accepts those distributions.
Other distributions generally are subject to regular wage withholding at the
rate of 10% (depending on the type and amount of the distribution), unless the
recipient elects not to have any withholding apply. Primary Share investors
should consult their plan administrator or tax advisor for further information.

MANAGEMENT OF THE FUND

The Corporation's officers are responsible for the operation of the
Corporation under the direction of the Board of Directors. The officers and
directors of the Corporation and their principal occupations during the past
five years are set forth below. An asterisk (*) indicates officers and/or
directors who are "interested persons" of the Fund as defined by the 1940 Act.
The business address of each officer and director is 100 Light Street,
Baltimore, Maryland 21202, unless otherwise indicated.

JOHN F. CURLEY, JR.* [7/24/39], Chairman of the Board and Director;
President and/or Chairman of the Board and Director/Trustee of nine Legg Mason
retail funds; Retired Vice Chairman and Director of Legg Mason, Inc. and Legg
Mason Wood Walker, Inc. Formerly: Director of Legg Mason Fund Adviser, Inc.
("LMFA") and Western Asset Management Company (each a registered investment
adviser); Officer and/or Director of various other affiliates of Legg Mason,
Inc.

RICHARD G. GILMORE [6/9/27], Director; 948 Kennett Way, West Chester,
Pennsylvania. Independent Consultant. Director of CSS Industries, Inc.
(diversified holding company whose subsidiaries are engaged in the manufacture
and sale of decorative paper products, business forms, and specialty metal
packaging); Director of PECO Energy Company (formerly Philadelphia Electric
Company); Director/Trustee of all Legg Mason retail funds. Formerly: Senior Vice
President and Chief Financial Officer of Philadelphia Electric Company (now PECO
Energy Company); Executive Vice President and Treasurer, Girard Bank, and Vice
President of its parent holding company, the Girard Company; and Director of
Finance, City of Philadelphia.

ARNOLD L. LEHMAN [7/18/44], Director; Director of the Brooklyn Museum
of Art; Director/Trustee of all Legg Mason retail funds. Formerly: Director of
the Baltimore Museum of Art.

JILL E. McGOVERN [8/29/44], Director; 400 Seventh Street NW,
Washington, DC. Chief Executive Officer of the Marrow Foundation.
Director/Trustee of all Legg Mason retail funds. Formerly: Executive Director of
the Baltimore International Festival (January 1991 - March 1993); and Senior
Assistant to the President of The Johns Hopkins University (1986-1991).

T.A. RODGERS [10/22/34], Director; 2901 Boston Street, Baltimore,
Maryland. Principal, T.A. Rodgers & Associates (management consulting);
Director/Trustee of all Legg Mason retail funds. Formerly: Director and Vice
President of Corporate Development, Polk Audio, Inc. (manufacturer of audio
components).

EDWARD A. TABER, III* [8/25/43], President and Director; Senior
Executive Vice President of Legg Mason, Inc. and Legg Mason Wood Walker, Inc.;
Vice Chairman and Director of LMFA; President and/or Director/Trustee of seven
other Legg Mason retail funds. Formerly, Executive Vice President of T. Rowe

26
<PAGE>

Price-Fleming International, Inc. (1986-1992) and Director of the Taxable Fixed
Income Division at T. Rowe Price Associates, Inc. (1973-1992).

G. PETER O'BRIEN - [10/13/45], Director; Trustee of Colgate University;
Director/Trustee of all Legg Mason funds except Legg Mason Income Trust, Inc.
and Legg Mason Tax-Exempt Trust, Inc. Formerly: Managing Director/Equity Capital
Markets Group of Merrill Lynch & Co. (1971-1999).

The executive officers of the Corporation, other than those who also
serve as directors, are:

MARIE K. KARPINSKI* [1/1/49], Vice President and Treasurer; Treasurer
of LMFA; Vice President and Treasurer of all Legg Mason retail funds; Vice
President of Legg Mason.

WM. SHANE HUGHES* [4/24/68], Secretary; employee of Legg Mason since
May 1997. Formerly: Senior Associate of C.W. Amos and Co. (a regional public
accounting firm).

The Nominating Committee of the Board of Directors is responsible for
the selection and nomination of disinterested directors. The Committee is
composed of Messrs. Gilmore, Lehman, Rodgers and Dr. McGovern.

Officers and directors of the Corporation who are "interested persons"
of the Corporation receive no salary or fees from the Corporation. Each Director
of the Corporation who is not an interested person of the Corporation
("Independent Directors") receives an annual retainer and a per meeting fee
based on the average net assets of the Fund at December 31 of the previous year.

On __________, the directors and officers of the Corporation
beneficially owned in the aggregate less than 1% of the Fund's outstanding
shares.

The following table provides certain information relating to the
compensation of the Corporation's directors for the fiscal year ending October
31, 2000. None of the Legg Mason funds has any retirement plan for its
directors.

COMPENSATION TABLE
<TABLE>
<CAPTION>

============================================================================================================
<S> <C> <C>
TOTAL COMPENSATION FROM FUND
NAME OF PERSON AND POSITION AGGREGATE COMPENSATION AND FUND COMPLEX PAID TO
FROM FUND DIRECTORS*
- ------------------------------------------------------------------------------------------------------------
John F. Curley, Jr. -
Chairman of the Board and
Director None None
- ------------------------------------------------------------------------------------------------------------
Edward A. Taber, III -
President and Director None None
- ------------------------------------------------------------------------------------------------------------
Richard G. Gilmore -
Director $____ $
- ------------------------------------------------------------------------------------------------------------
Arnold L. Lehman -
Director $____ $
- ------------------------------------------------------------------------------------------------------------
Jill E. McGovern -
Director $____ $
- ------------------------------------------------------------------------------------------------------------

27
<PAGE>

============================================================================================================
TOTAL COMPENSATION FROM FUND
NAME OF PERSON AND POSITION AGGREGATE COMPENSATION AND FUND COMPLEX PAID TO
FROM FUND DIRECTORS*
- ------------------------------------------------------------------------------------------------------------
T. A. Rodgers -
Director $____ $
- ------------------------------------------------------------------------------------------------------------
G. Peter O'Brien - $
Director $____
- ------------------------------------------------------------------------------------------------------------
</TABLE>

* Represents aggregate compensation paid to each director during the
calendar year ended December 31, 1999. There are twelve open-end
investment companies in the Legg Mason Complex (with a total of
twenty-five funds).

THE FUND'S INVESTMENT ADVISER/MANAGER

Legg Mason Fund Adviser, Inc. ("LMFA"), a Maryland corporation, is
located at 100 Light Street, Baltimore, Maryland 21202. LMFA is a wholly owned
subsidiary of Legg Mason, Inc., which is also the parent of Legg Mason Wood
Walker, Inc. ("Legg Mason"). LMFA serves as manager to the Fund under a
Management Agreement between Legg Mason Light Street Trust, Inc. (the
"Corporation") on behalf of the Fund, and LMFA ("Management Agreement").

The Management Agreement provides that, subject to overall direction by
the Fund's Board of Directors, LMFA manages or oversees the investment and other
affairs of the Fund. LMFA is responsible for managing the Fund consistent with
the Fund's investment objective and policies described in its Prospectuses and
this Statement of Additional Information. LMFA also is obligated to (a) furnish
the Fund with office space and executive and other personnel necessary for the
operation of the Fund; (b) supervise all aspects of the Fund's operations; (c)
bear the expense of certain informational and purchase and redemption services
to the Fund's shareholders; (d) arrange, but not pay for, the periodic updating
of prospectuses, proxy material, tax returns and reports to shareholders and
state and federal regulatory agencies; and (e) report regularly to the Fund's
officers and directors. LMFA and its affiliates pay all compensation of
directors and officers of the Fund who are officers, directors or employees of
LMFA. The Fund pays all of its expenses which are not expressly assumed by LMFA.
These expenses include, among others, interest expenses, taxes, brokerage fees
and commissions, expenses of preparing and printing prospectuses, proxy
statements and reports to shareholders and of distributing them to existing
shareholders, custodian charges, transfer agency fees, distribution fees to Legg
Mason, the Fund's distributor, compensation of the independent directors, legal
and audit expenses, insurance expenses, shareholder meetings, proxy
solicitations, expenses of registering and qualifying Fund shares for sale under
federal and state law, governmental fees and expenses incurred in connection
with membership in investment company organizations. The Fund also is liable for
such nonrecurring expenses as may arise, including litigation to which the Fund
may be a party. The Fund may also have an obligation to indemnify its directors
and officers with respect to litigation.

As explained in the prospectuses, LMFA receives for its services to the
Fund a management fee, calculated daily and payable monthly. LMFA receives from
the Fund a management fee at an annual rate of 0.__% of the average daily net
assets of the Fund. LMFA has agreed to pay the Fund's expenses related to
Primary Shares [and Navigator Shares] (exclusive of taxes, interest, brokerage
and extraordinary expenses), which exceed, in the aggregate, an annual rate of
__% of the average net assets attributable to Primary Shares [and __% of the
average net assets attributable to Navigator Shares, respectively] until
December 31, 2000.

Under the Management Agreement, the Fund has the non-exclusive right to
use the name "Legg Mason" until that Agreement is terminated, or until the right
is withdrawn in writing by LMFA.

28
<PAGE>

________________________________, serves as investment adviser to the
Fund pursuant to an Investment Advisory Agreement between __________ and LMFA
("Advisory Agreement").

Under the Advisory Agreement, __________ is responsible, subject to the
general supervision of LMFA and the Corporation's Board of Directors, for the
actual management of the Fund's assets, including responsibility for making
decisions and placing orders to buy, sell or hold a particular security. For
________________'s services to the Fund, LMFA (not the Fund) pays ____________ a
fee, computed daily and payable monthly of 60% of the fee received by LMFA from
the Fund, net of any waivers by LMFA.

Under the Advisory Agreement and Management Agreement, LMFA and
_____________ will not be liable for any error of judgment or mistake of law or
for any loss by the Fund in connection with the performance of the Advisory
Agreement or Management Agreement, except a loss resulting from a breach of
fiduciary duty with respect to the receipt of compensation for services or a
loss resulting from willful misfeasance, bad faith or gross negligence on its
part in the performance of its duties or from reckless disregard of its
obligations or duties under the respective Agreement.

The Advisory Agreement and Management Agreement each terminate
automatically upon assignment and are terminable at any time without penalty by
vote of the Fund's Board of Directors, by vote of a majority of the Fund's
outstanding voting securities, or by LMFA or _____________, on not less than 60
days' notice to the other party to the Agreement, and may be terminated
immediately upon the mutual written consent of all parties to the Agreement.

To mitigate the possibility that the Fund will be affected by personal
trading of employees, the Corporation and LMFA have adopted policies that
restrict securities trading in the personal accounts of portfolio managers and
others who normally come into advance possession of information on portfolio
transactions. These policies comply, in all material respects, with the
recommendations of the Investment Company Institute.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Under the Advisory Agreement with the Fund, the Fund's adviser is
responsible for the execution of the Fund's portfolio transactions and must seek
the most favorable price and execution for such transactions, subject to the
possible payment, as described below, of higher brokerage commissions to brokers
who provide research and analysis. The Fund may not always pay the lowest
commission or spread available. Rather, in placing orders for the Fund the
Fund's adviser also takes into account such factors as size of the order,
difficulty of execution, efficiency of the executing broker's facilities
(including the services described below), and any risk assumed by the executing
broker.

Consistent with the policy of most favorable price and execution, the
Fund's adviser may give consideration to research, statistical and other
services furnished by brokers or dealers to the Fund's adviser for its use, may
place orders with brokers who provide supplemental investment and market
research and securities and economic analysis and may pay to these brokers a
higher brokerage commission than may be charged by other brokers. Such services
include, without limitation, advice as to the value of securities; the
advisability of investing in, purchasing, or selling securities; advice as to
the availability of securities or of purchasers or sellers of securities; and
furnishing analyses and reports concerning issuers, industries, securities,
economic factors and trends, portfolio strategy and the performance of accounts.
Such research and analysis may be useful to the Fund's adviser in connection
with services to clients other than the Fund whose brokerage generated the
service. LMFA's and _____________'s fee is not reduced by reason of its
receiving such brokerage and research services.

From time to time the Fund may use Legg Mason as broker for agency
transactions in listed and over-the-counter securities at commission rates and
under circumstances consistent with the policy of best execution. Commissions
paid to Legg Mason will not exceed "usual and customary brokerage commissions."
Rule 17e-1 under the 1940 Act defines "usual and customary" commissions to
include amounts which are "reasonable and fair compared to the commission, fee
or other remuneration received by other brokers in connection with comparable

29
<PAGE>

transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time." In the over-the-counter
market, the Fund generally deals with responsible primary market-makers unless a
more favorable execution can otherwise be obtained.

Except as permitted by SEC rules or orders, the Fund may not buy
securities from, or sell securities to, Legg Mason or its affiliated persons as
principal. The Fund's Board of Directors has adopted procedures in conformity
with Rule 10f-3 under the 1940 Act whereby the Fund may purchase securities that
are offered in certain underwritings in which Legg Mason or any of its
affiliated persons is a participant. These procedures, among other things, limit
the Fund's investment in the amount of securities of any class of securities
offered in an underwriting in which Legg Mason or any of its affiliated persons
is a participant so that: the Fund, together with all other registered
investment companies having the same adviser, may not purchase more than 25% of
the principal amount of the offering of such class. In addition, the Fund may
not purchase securities during the existence of an underwriting if Legg Mason is
the sole underwriter for those securities.

Section 11(a) of the Securities Exchange Act of 1934 prohibits Legg
Mason from executing transactions on an exchange for its affiliates, such as the
Fund, unless the affiliate expressly consents by written contract.
The Fund's Advisory Agreement expressly provides such consent.

Investment decisions for the Fund are made independently from those of
other funds and accounts advised by LMFA or _________. However, the same
security may be held in the portfolios of more than one fund or account. When
two or more accounts simultaneously engage in the purchase or sale of the same
security, the prices and amounts will be equitably allocated to each account. In
some cases, this procedure may adversely affect the price or quantity of the
security available to a particular account. In other cases, however, an
account's ability to participate in large-volume transactions may produce better
executions and prices.

THE FUND'S DISTRIBUTOR

Legg Mason acts as distributor of the Fund's shares pursuant to a
separate Underwriting Agreement with the Fund. The Underwriting Agreement
obligates Legg Mason to promote the sale of Fund shares and to pay certain
expenses in connection with its distribution efforts, including expenses for the
printing and distribution of prospectuses and periodic reports used in
connection with the offering to prospective investors (after the prospectuses
and reports have been prepared, set in type and mailed to existing shareholders
at the Fund's expense), and for supplementary sales literature and advertising
costs.

The Fund has adopted a Distribution Plan ("Plan") which, among other
things, permits the Fund to pay Legg Mason fees for its services related to
sales and distribution of Primary Shares and the provision of ongoing services
to Primary Class shareholders. Payments are made only from assets attributable
to Primary Shares. Under the Plan, the aggregate fees may not exceed 0.50% of
the Fund's annual average daily net assets attributable to Primary Shares.
Distribution activities for which such payments may be made include, but are not
limited to, compensation to persons who engage in or support distribution and
redemption of shares, printing of prospectuses and reports for persons other
than existing shareholders, advertising, preparation and distribution of sales
literature, overhead, travel and telephone expenses.

With respect to Primary Shares, if necessary to achieve the limits
described in "The Fund's Investment Adviser/Manager" above, Legg Mason has also
agreed to waive its fees for the Fund.

The Plan was adopted, as required by Rule 12b-1 under the 1940 Act, by
a vote of the Board of Directors, including a majority of the directors who are
not "interested persons" of the Corporation as that term is defined in the 1940
Act, and who have no direct or indirect financial interest in the operation of
the Plan or the Underwriting Agreement ("12b-1 Directors"). In approving the
establishment of the Plan, in accordance with the requirements of Rule 12b-1,
the directors determined that there was a reasonable likelihood that the Plan
would benefit the Fund and its Primary Class shareholders. The directors

30
<PAGE>

considered, among other things, the extent to which the potential benefits of
the Plan to the Fund's Primary Class shareholders could offset the costs of the
Plan; the likelihood that the Plan would succeed in producing such potential
benefits; the merits of certain possible alternatives to the Plan; and the
extent to which the retention of assets and additional sales of the Fund's
Primary Shares would be likely to maintain or increase the amount of
compensation paid by the Fund to LMFA.

In considering the costs of the Plan, the directors gave particular
attention to the fact that any payments made by the Fund to Legg Mason under the
Plan would increase the Fund's level of expenses in the amount of such payments.
Further, the directors recognized that LMFA would earn greater management fees
if the Fund's assets were increased, because such fees are calculated as a
percentage of the Fund's assets and thus would increase if net assets increase.
The directors further recognized that there can be no assurance that any of the
potential benefits described below would be achieved if the Plan was
implemented.

Among the potential benefits of the Plan, the directors noted that the
payment of commissions and service fees to Legg Mason and its investment
executives could motivate them to improve their sales efforts with respect to
the Fund's Primary Shares and to maintain and enhance the level of services they
provide to the Fund's Primary Class shareholders. These efforts, in turn, could
lead to increased sales and reduced redemptions, eventually enabling the Fund to
achieve economies of scale and lower per share operating expenses. Any reduction
in such expenses would serve to offset, at least in part, the additional
expenses incurred by the Fund in connection with its Plan. Furthermore, the
investment management of the Fund could be enhanced, as net inflows of cash from
new sales might enable its portfolio manager to take advantage of attractive
investment opportunities, and reduced redemptions could eliminate the potential
need to liquidate attractive securities positions in order to raise the funds
necessary to meet the redemption requests.

The Plan will continue in effect only so long as it is approved at
least annually by the vote of a majority of the Board of Directors, including a
majority of the 12b-1 Directors, cast in person at a meeting called for the
purpose of voting on the Plan. The Plan may be terminated by a vote of a
majority of the 12b-1 Directors or by a vote of a majority of the outstanding
voting Primary Shares. Any change in the Plan that would materially increase the
distribution cost to the Fund requires shareholder approval; otherwise the Plan
may be amended by the directors, including a majority of the 12b-1 Directors, as
previously described.

In accordance with Rule 12b-1, the Plan provides that Legg Mason will
submit to the Fund's Board of Directors, and the directors will review, at least
quarterly, a written report of any amounts expended pursuant to the Plan and the
purposes for which expenditures were made. In addition, as long as the Plan is
in effect, the selection and nomination of the Independent Directors will be
committed to the discretion of such Independent Directors.

CAPITAL STOCK INFORMATION

The Articles of Incorporation of the Corporation authorize issuance of
450 million shares of common stock, par value $0.001 per share, of Legg Mason
Market Neutral Trust, 200 million shares of common stock, par value $.001 per
share, of Legg Mason Real Estate Trust, and 200 million shares of par value
$.001 per share of Legg Mason Classic Valuation Fund. The Fund has two
authorized classes of shares: Primary Class shares and Navigator Class shares.

Each share in the Fund is entitled to one vote for the election of
directors and any other matter submitted to a shareholder vote. Fractional
shares have fractional voting rights. Voting rights are not cumulative. All
shares in the Fund are fully paid and nonassessable and have no preemptive or
conversion rights.

Shareholder meetings will not be held except where the Investment
Company Act of 1940 requires a shareholder vote on certain matters (including
the election of directors, approval of an advisory contract, and certain

31
<PAGE>

amendments to the plan of distribution pursuant to Rule 12b-1), at the request
of 25% or more of the shares entitled to vote as set forth in the bylaws of Legg
Mason Light Street Trust, Inc.; or as the Board of Directors from time to time
deems appropriate.

THE FUND'S CUSTODIAN AND TRANSFER AND DIVIDEND-DISBURSING AGENT

State Street Bank and Trust Company, P.O. Box 1713, Boston,
Massachusetts 02105, serves as custodian of the Fund's assets. Boston Financial
Data Services, P.O. Box 953, Boston, Massachusetts 02103 (as agent for State
Street Bank and Trust Company) serves as transfer and dividend-disbursing agent,
and administrator of various shareholder services. Legg Mason assists BFDS with
certain of its duties as transfer agent and receives compensation from BFDS for
its services. Shareholders who request an historical transcript of their account
will be charged a fee based upon the number of years researched. The Fund
reserves the right, upon 60 days' written notice, to make other charges to
investors to cover administrative costs.

THE FUND'S LEGAL COUNSEL

Kirkpatrick & Lockhart LLP, 1800 Massachusetts Ave., N.W., Washington,
D.C. 20036-1800, serves as counsel to the Fund.

THE FUND'S INDEPENDENT ACCOUNTANTS

PricewaterhouseCoopers LLP, 250 W. Pratt Street, Baltimore, Maryland
21201 has been selected by the Directors to serve as independent accountants for
the Corporation.

32
<PAGE>

Appendix A

RATINGS OF SECURITIES

DESCRIPTION OF MOODY'S INVESTORS SERVICE, INC. ("MOODY'S") CORPORATE BOND
RATINGS:

Aaa-Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge". Interest payments are protected by a large or exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.

Aa -Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.

A-Bonds which are rated A possess many favorable investment attributes
and are to be considered upper-medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.

Baa-Bonds which are rated Baa are considered medium-grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

Ba-Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.

B- Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or
maintenance of other terms of the contract over any long period of time may be
small.

Caa-Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to principal
or interest.

Ca- Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.

C-Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.

33
<PAGE>

DESCRIPTION OF STANDARD & POOR'S ("S&P") CORPORATE BOND RATINGS:

AAA-This is the highest rating assigned by S&P to an obligation and
indicates an extremely strong capacity to pay principal and interest.

AA -Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree.

A-Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.

BBB-Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.

BB, B, CCC, CC-Bonds rated BB, B, CCC and CC are regarded, on balance,
as predominately speculative with respect to the issuer's capacity to pay
interest and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and CC the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposure to adverse conditions.

D-Debt rated D is in default, and payment of interest and/or repayment
of principal is in arrears.

<PAGE>

Legg Mason Light Street Trust, Inc.

Part C. Other Information

Item 23. Exhibits

(a) Articles of Incorporation (1)
(i) Articles of Amendment (4)
(ii) Articles Supplementary (4)
(iii) Articles of Amendment - (5)
(b) By-Laws (1)
(c) Specimen security -- not applicable
(d) (i) Investment Advisory Agreement - Market Neutral (2)
(ii) Form of Investment Advisory Agreement - Classic Valuation (5)
(iii) Form of Investment Advisory Agreement - Real Estate -
to be filed
(iv) Management Agreement - Market Neutral (2)
(v) Form of Management Agreement - Classic Valuation (5)
(vi) Form of Management Agreement - Real Estate - to be filed
(e) (i) Underwriting Agreement- Market Neutral (2)
(ii) Form of Underwriting Agreement - Classic Valuation (5)
(iii) Form of Underwriting Agreement - Real Estate - to be filed
(iv) Dealer Agreement with respect to Navigator Shares (3)
(i) Schedules A and B to Dealer Agreement (2)
(f) Bonus, profit sharing or pension plans - none
(g) Form of Custodian Agreement (2)
(h) (i) Form of Transfer Agency and Service Agreement (2)
(ii) Credit Agreement - none
(i) Opinion and Consent of Counsel
(i) Market Neutral (2)
(ii) Classic Valuation - (5)
(iii) Real Estate - to be filed
(j) Other Opinions/Consents - none
(k) Financial statements omitted from Item 22 - none
(l) Agreement for providing initial capital with respect to the
Registrant (2)
(m) (i) Distribution Plan - Market Neutral (2)
(ii) Form of Distribution Plan - Classic Valuation (5)
(iii) Form of Distribution Plan - Real Estate - to be filed
(n) Financial Data Schedules - not applicable (o)
(i) Plan Pursuant to Rule 18f-3 - Market Neutral (2)
(ii) Form of Plan Pursuant to Rule 18f-3 - Classic Valuation (5)
(iii) Form of Plan Pursuant to Rule 18f-3 - Real Estate - to be filed

(1) Incorporated herein by reference to corresponding Exhibit of the initial
Registration Statement, SEC File No. 33-61525, filed August 14, 1998.

(2) Incorporated herein by reference to corresponding Exhibit of Pre-Effective
Amendment No. 1 to the Registration Statement, SEC File No. 33-61525,
filed January 22, 1999.

(3) Incorporated herein by reference to corresponding Exhibit of Post-Effective
Amendment No. 5 to Legg Mason Investors Trust, Inc.'s Registration
Statement, SEC File No. 2-62174, filed July 31, 1996.

(4) Incorporated herein by reference to corresponding Exhibit of Post-Effective
Amendment No. 1 to the Registration Statement, SEC File No. 33-61525,
filed August 13, 1999.

<PAGE>

(5) Incorporated herein by reference to corresponding Exhibit of Post-Effective
Amendment No. 3 to the Registration Statement, SEC File No. 33-61525,
filed October 27, 1999.

Item 24. Persons Controlled By or Under Common Control with Registrant
-------------------------------------------------------------
None.

Item 25. Indemnification
---------------

This item is incorporated by reference to Item 27 of Part C of Pre-Effective
Amendment No. 1, SEC File No. 33-61525, filed January 22, 1999.

Item 26. Business and Other Connections of Manager and Investment Adviser
----------------------------------------------------------------

Legg Mason Fund Adviser, Inc. ("LMFA"), the Registrant's investment manager,
is a registered investment adviser incorporated on January 20, 1982. LMFA is
engaged primarily in the investment advisory business. LMFA serves as investment
adviser or manager for eighteen open-end investment companies or portfolios.
Information as to the officers and directors of LMFA is included in its Form
ADV, which was most recently amended on June 18, 1999 and is on file with the
Securities and Exchange Commission (registration number 801-16958) and is
incorporated herein by reference.

Batterymarch Financial Management, Inc. ("Batterymarch"), investment adviser
to Legg Mason Market Neutral Trust, is a registered investment adviser
incorporated on September 19, 1994. Batterymarch is engaged primarily in the
investment advisory business. Information as to the officers and directors of
Batterymarch is included in its Form ADV, which was most recently amended on
June 25, 1999 and is on file with the Securities and Exchange Commission
(registration number 801-48035) and is incorporated herein by reference.

Brandywine Asset Management, Inc. ("Brandywine"), investment adviser to Legg
Mason Classic Valuation Fund, is a registered investment adviser incorporated on
May 26, 1986. Information as to the officers and directors of Brandywine is
included in its Form ADV, which was most recently amended on April 30, 1999 and
is on file with the Securities and Exchange Commission (registration number
801-27797) and is incorporated herein by reference.

Item 27. Principal Underwriters
----------------------

(a) Legg Mason Value Trust, Inc.

Legg Mason Total Return Trust, Inc.
Legg Mason Special Investment Trust, Inc.
Legg Mason Investors Trust, Inc.
Legg Mason Global Trust, Inc.
Legg Mason Cash Reserve Trust
Legg Mason Tax-Exempt Trust, Inc.
Legg Mason Income Trust, Inc.
Legg Mason Focus Trust, Inc.
Legg Mason Tax-Free Income Fund
LM Institutional Fund Advisors I, Inc.
LM Institutional Fund Advisors II, Inc.

(b) The following table sets forth information concerning each director and
officer of the Registrant's principal underwriter, Legg Mason Wood
Walker, Incorporated ("LMWW").

<PAGE>

Name and Principal Position and Offices with Positions and Offices
Business Address* Underwriter - LMWW with Registrant
------------------ ------------------------- ---------------------
<S> <C> <C>

Raymond A. Mason Chairman of the Board and Director None

James W. Brinkley President, Chief Operating Officer None
and Director

Edmund J. Cashman, Jr. Senior Executive Vice President and None
Director

Richard J. Himelfarb Senior Executive Vice President and None
Director

Edward A. Taber III Senior Executive Vice President President and Director

Robert A. Frank Executive Vice President None

Robert G. Sabelhaus Executive Vice President None

Charles A. Bacigalupo Senior Vice President and Secretary None

F. Barry Bilson Senior Vice President None

Thomas M. Daly, Jr. Senior Vice President None

Robert G. Donovan Executive Vice President None

Manoochehr Abbaei Senior Vice President None

Jeffrey W. Durkee Senior Vice President None

Thomas E. Hill Senior Vice President None
218 N. Washington Street
Suite 31
Easton, MD 21601

Arnold S. Hoffman Senior Vice President None
1735 Market Street
Philadelphia, PA 19103

Carl Hohnbaum Senior Vice President None
2500 CNG Tower
625 Liberty Avenue
Pittsburgh, PA 15222

William B. Jones, Jr. Senior Vice President None
1747 Pennsylvania Avenue, N.W.
Washington, D.C. 20006

<PAGE>

Name and Principal Position and Offices with Positions and Offices
Business Address* Underwriter - LMWW with Registrant
------------------ ------------------------- ---------------------
<S> <C> <C>

Theodore S. Kaplan Senior Vice President None

Laura L. Lange Senior Vice President None

Marvin H. McIntyre Senior Vice President None
1747 Pennsylvania Avenue, N.W.
Washington, D.C. 20006

Thomas P. Mulroy Senior Vice President None

Mark I. Preston Senior Vice President None

Thomas L. Souders Senior Vice President and Chief None
Financial Officer

Joseph A. Sullivan Senior Vice President None

W. William Brab Senior Vice President None

Deepak Chowdhury Senior Vice President None
255 Alhambra Circle
Suite 810
Coral Gables, FL 33134

Harry M. Ford, Jr. Senior Vice President None

Dennis A. Green Senior Vice President None

Horace M. Lowman, Jr. Senior Vice President and Asst. None
Secretary

Jonathan M. Pearl Senior Vice President None

Robert F. Price Senior Vice President and General None
Counsel

Timothy C. Scheve Executive Vice President and None
Treasurer and Director

Elisabeth N. Spector Senior Vice President None

Richard L. Baker Vice President None

William H. Bass, Jr. Vice President None

Nathan S. Betnun Vice President None

<PAGE>

Name and Principal Position and Offices with Positions and Offices
Business Address* Underwriter - LMWW with Registrant
------------------ ------------------------- ---------------------
<S> <C> <C>

John C. Boblitz Vice President None

Andrew J. Bowden Vice President and Deputy General None
Counsel

D. Stuart Bowers Senior Vice President None

Edwin J. Bradley, Jr. Vice President None

Carol A. Brown Vice President None

Scott R. Cousino Vice President None

Thomas W. Cullen Vice President None

Charles J. Daley, Jr. Vice President and Controller None

Norman C. Frost, Jr. Vice President None

John R. Gilner Vice President None

Daniel R. Greller Vice President None

Richard A. Jacobs Vice President None

C. Gregory Kallmyer Vice President None
56 West Main Street
Newark, DE 19702

Kurt A. Lalomia Vice President None

James E. Furletti Vice President None

Robert E. Patterson Vice President and Deputy General None
Counsel

John A. Moag, Jr. Vice President None

Edward P. Meehan Vice President None
12021 Sunset Hills Road
Suite 100
Reston, VA 20190

Edward W. Lister, Jr. Vice President None

Theresa McGuire Vice President None

<PAGE>
Name and Principal Position and Offices with Positions and Offices
Business Address* Underwriter - LMWW with Registrant
------------------ ------------------------- ---------------------
<S> <C> <C>

Julia A. McNeal Vice President None

Gregory B. McShea Vice President None

Thomas C. Merchant Vice President and Assistant None
General Counsel

Paul Metzger Vice President None

Mark C. Micklem Vice President None
1747 Pennsylvania Ave., N.W.
Washington, DC 20006

Hance V. Myers, III Vice President None
1100 Poydras St.
New Orleans, LA 70163

Ann O'Shea Vice President None

Gerard F. Petrik, Jr. Vice President None

Douglas F. Pollard Vice President None

Judith L. Ritchie Vice President None

Thomas E. Robinson Vice President None

Theresa M. Romano Vice President None

James A. Rowan Vice President None
1747 Pennsylvania Avenue, N.W.
Washington, D.C. 20006

Douglas M. Schmidt Vice President None

B. Andrew Schmucker Vice President None
1735 Market Street
Philadelphia, PA 19103

Robert W. Schnakenberg Vice President None

Henry V. Sciortino Vice President None
1735 Market St.
Philadelphia, PA 19103

Chris A. Scitti Vice President None

<PAGE>

Name and Principal Position and Offices with Positions and Offices
Business Address* Underwriter - LMWW with Registrant
------------------ ------------------------- ---------------------
<S> <C> <C>

Eugene B. Shepherd Vice President None
1111 Bagby St.
Houston, TX 77002-2510

Lawrence D. Shubnell Vice President None

Jane Soybelman Vice President None

Alexsander M. Stewart Vice President None

L. Kay Strohecker Vice President None

Joseph E. Timmins III Vice President None

Joyce Ulrich Vice President None

William A. Verch Vice President None

Sheila M. Vidmar Vice President and Deputy General None
Counsel

Lewis T. Yeager Vice President None

Carol Converso-Burton Assistant Vice President None

Diana L. Deems Assistant Vice President and None
Assistant Controller

Ronald N. McKenna Assistant Vice President None

Suzanne E. Peluso Assistant Vice President None

Lauri F. Smith Assistant Vice President None

Janet B. Straver Assistant Vice President None

Leslee Stahl Assistant Secretary None
</TABLE>

* All addresses are 100 Light Street, Baltimore, Maryland 21202, unless
otherwise indicated.

(c) The Registrant has no principal underwriter which is not an
affiliated person of the Registrant or an affiliated person of
such an affiliated person.

Item 28. Location of Accounts and Records
--------------------------------

State Street Bank and Trust Company and Legg Mason Fund Adviser, Inc.
P. O. Box 1713 100 Light Street
Boston, Massachusetts 02105 Baltimore, Maryland 21202

Item 29. Management Services
-------------------

None.

Item 30. Undertakings
------------

None.

<PAGE>

SIGNATURE PAGE

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, Legg Mason Light Street Trust,
Inc. has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Baltimore and State
of Maryland, on the 17th day of February, 2000.

Legg Mason Light Street Trust, Inc.

By:/s/ Marie K. Karpinski
----------------------
Marie K. Karpinski
Vice President and Treasurer

Pursuant to the requirements 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
- --------- ----- ----

Chairman of the Board
/s/ John F. Curley, Jr.* and Director February 17, 2000
- ---------------------------
John F. Curley, Jr.*

/s/ Edward A. Taber, III* President and Director February 17, 2000
- ---------------------------
Edward A. Taber, III*

/s/ Richard G. Gilmore* Director February 17, 2000
- ---------------------------
Richard G. Gilmore*

/s/ Arnold L. Lehman* Director February 17, 2000
- ---------------------------
Arnold L. Lehman*

/s/ Jill E. McGovern* Director February 17, 2000
- ---------------------------
Jill E. McGovern*

/s/ T. A. Rodgers* Director February 17, 2000
- ---------------------------
T. A. Rodgers*

/s/ G. Peter O'Brien*
- --------------------------- Director February 17, 2000
G. Peter O'Brien

Director
- ---------------------------
Nelson A. Diaz

/s/ Marie K. Karpinski Vice President February 17, 2000
- --------------------------- and Treasurer
Marie K. Karpinski

*Signatures affixed by Marie K. Karpinski pursuant to a power of attorney dated
November 12,1999, a copy of which is filed herewith.

<PAGE>

POWER OF ATTORNEY

I, the undersigned Director/Trustee of one or more of the following investment
companies (as set forth in the companies' Registration Statements on Form N-1A):

LEGG MASON CASH RESERVE TRUST LEGG MASON VALUE TRUST, INC.
LEGG MASON INCOME TRUST, INC. LEGG MASON TOTAL RETURN TRUST, INC.
LEGG MASON GLOBAL TRUST, INC. LEGG MASON SPECIAL INVESTMENT TRUST, INC.
LEGG MASON TAX EXEMPT TRUST, INC. LEGG MASON INVESTORS TRUST, INC.
LEGG MASON TAX-FREE INCOME FUND LEGG MASON LIGHT STREET TRUST, INC.
LEGG MASON FOCUS TRUST, INC. LEGG MASON INVESTMENT TRUST, INC.

plus any other investment company for which Legg Mason Fund Adviser, Inc. acts
as investment adviser or manager and for which the undersigned individual serves
as Director/Trustee hereby severally constitute and appoint each of MARIE K.
KARPINSKI, MARC R. DUFFY, ANDREW J. BOWDEN, ARTHUR J. BROWN and ARTHUR C.
DELIBERT my true and lawful attorney-in-fact, with full power of substitution,
and with full power to sign for me and in my name in the appropriate capacity
and only for those above-listed companies for which I serve as Director/Trustee,
any Registration Statements on Form N-1A, all Pre-Effective Amendments to any
Registration Statements of the Funds, any and all subsequent Post-Effective
Amendments to said Registration Statements, and any and all supplements or other
instruments in connection therewith, to file the same with the Securities and
Exchange Commission and the securities regulators of appropriate states and
territories, and generally to do all such things in my name and behalf in
connection therewith as said attorney-in-fact deems necessary or appropriate, to
comply with the provisions of the Securities Act of 1933 and the Investment
Company Act of 1940, all related requirements of the Securities and Exchange
Commission and all requirements of appropriate states and territories. I hereby
ratify and confirm all that said attorney-in-fact or their substitutes may do or
cause to be done by virtue hereof.

WITNESS my hand on the date set forth below.

SIGNATURE DATE

/s/ Edmund J. Cashman, Jr. November 12, 1999
- ---------------------------
Edmund J. Cashman, Jr.

/s/ John F. Curley, Jr. November 12, 1999
- ---------------------------
John F. Curley, Jr.

/s/ Richard G. Gilmore November 12, 1999
- ---------------------------
Richard G. Gilmore

/s/ Arnold L. Lehman November 12, 1999
- ---------------------------
Arnold L. Lehman

/s/ Raymond A. Mason November 12, 1999
- ---------------------------
Raymond A. Mason

/s/ Jill E. McGovern November 12, 1999
- ---------------------------
Jill E. McGovern

/s/ Jennifer W. Murphy November 12, 1999
- ---------------------------
Jennifer W. Murphy

<PAGE>

/s/ G. Peter O'Brien November 12, 1999
- ---------------------------
G. Peter O'Brien

/s/ T. A. Rodgers November 12, 1999
- ---------------------------
T. A. Rodgers

/s/ Edward A. Taber, III November 12, 1999
- ---------------------------
Edward A. Taber, III