LEGG MASON INVESTMENT TRUST INC
497, 2000-09-11
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Legg Mason Investment Trust, Inc.

Legg Mason Opportunity Trust






         PRIMARY CLASS PROSPECTUS           December 23, 1999

                                            (Revised September 11, 2000)





                             logo

                             THE ART OF INVESTING SM









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

<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:

          1       Investment objective

          2       Principal risks

          5       Fees and expenses of the fund

          7       Management


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

          8       How to invest

         10       How to sell your shares

         11       Account policies

         12       Services for investors

         13       Distributions and taxes

         14       Financial Highlights

<PAGE>

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

Legg Mason Opportunity Trust:

Investment objective:  Long-term growth of capital.

Principal investment strategies:

The fund  invests  in  securities  that,  in the  adviser's  opinion,  offer the
opportunity  for  long-term  capital  appreciation.  Although not limited to the
following  securities,  the fund's adviser typically seeks:  securities that the
adviser  believes  are priced at large  discounts  relative  to their  intrinsic
value;   securities  of  companies  the  adviser  believes  have  prospects  for
accelerating  growth in revenues,  free cash flows,  or earnings;  securities of
companies  undergoing  financial  restructurings  or  involved  in  takeover  or
arbitrage  situations;  or securities where special circumstances apply, such as
actual or  anticipated  changes in a company's  management or strategy,  a basic
change in the industry or regulatory  environment,  the prospect of new products
or  technologies,  or the  prospect  or effect  of the sale of a portion  of the
business or the entire business.  Intrinsic value,  according to the adviser, is
the value of the company measured, to different extents depending on the type of
company,  on factors  such as, but not limited to, the  discounted  value of its
projected  future  free cash flows,  the  company's  ability to earn  returns on
capital  in excess of its cost of  capital,  private  market  values of  similar
companies, and the costs to replicate the business. Qualitative factors, such as
an assessment  of the company's  products,  competitive  positioning,  strategy,
industry  economics  and  dynamics,  regulatory  frameworks  and more,  are also
important.

The fund's adviser exercises a flexible strategy in the selection of securities,
not  limited by  investment  style or by the  issuer's  location,  size,  market
capitalization,  or industry sector.  Although the fund will invest the majority
of its assets in the common stock of U.S.  issuers,  the fund may also invest in
the common stock of foreign  issuers and in other U.S.  and foreign  securities,
including  securities  convertible into common stock, debt securities,  futures,
options,  derivatives,  and  other  instruments.  Further,  the  fund  may  sell
securities  short.  Although the fund's adviser considers ratings in determining
whether  securities  convertible  into  common  stock  or  debt  securities  are
appropriate  investments for the fund,  such securities may include  investments
rated below investment grade, commonly referred to as junk bonds.

The  fund's  adviser  may  decide  to  sell   securities   given  a  variety  of
circumstances, such as when a security no longer appears to the adviser to offer
the potential for long-term  growth of capital,  when an investment  opportunity
arises that the  adviser  believes is more  compelling,  or to realize  gains or
limit losses.

When cash is temporarily  available,  or for temporary defensive purposes,  when
the adviser believes such action is warranted by abnormal market,  economic,  or
other  situations,  the fund may  invest  without  limit in cash,  money  market
instruments,  bonds or other debt securities.  If the fund invests substantially
in such  instruments,  the fund may not be  pursuing  its  principal  investment
strategies and the fund may not achieve its investment objective.

<PAGE>

[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.

Equity securities:

Prices  of  equity  securities  generally  fluctuate  more  than  those of other
securities, such as debt securities.

Market  risk,  the risk that prices of  securities  will go down  because of the
interplay of market forces,  may affect a single issuer, an industry or a sector
of the economy,  or may affect the market as a whole.  The fund may experience a
substantial or complete loss on individual stocks.

It is  anticipated  that some of the  portfolio's  securities  may not be widely
traded,  and that the fund's  position in such  securities may be substantial in
relation to the market for such securities. Accordingly, it may be difficult for
the fund to dispose of such securities quickly at prevailing market prices.

The adviser may at times  emphasize a value  approach to  investing,  and may at
other times emphasize a growth approach:

         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.

         The growth  approach to  investing  involves the risk that those stocks
         may react with  greater  volatility  to negative  forecasts  concerning
         particular  stocks,  industries,  sectors or the  economy  in  general.
         Growth stocks as a group may be out of favor for a long period of time,
         while the market concentrates on "value" stocks.

Company risk:

The fund invests in securities that often involve certain special  circumstances
which  the  adviser  believes  offer  the  opportunity  for  long-term   capital
appreciation.  Each of these types of investments  may involve  greater risks of
loss than investments in securities of well-established companies with a history
of consistent  operating  patterns.  Additionally,  investments in securities of
companies  being  restructured  involve special risks,  including  difficulty in
obtaining information as to the financial condition of such issuers and the fact
that the market prices of such  securities  are subject to  above-average  price
volatility.  Whereas  there is always a risk that the adviser  will not properly
assess the potential for an issuer's future growth,  or that the issuer will not
realize that  potential,  this risk is especially  true in connection with these
issuers.

Small and mid-sized company securities:

Investing in the securities of small and mid-sized  companies  involves  special
risks.  Small  companies may have limited  product  lines,  markets or financial
resources, or they may be dependent upon a limited management group. Among other
risks, the prices of securities of small and mid-sized  companies  generally are
more volatile than those of larger companies;  the securities of small companies
generally are less liquid;  and small companies  generally are more likely to be
adversely affected by poor economic or market conditions.

<PAGE>

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,  different  or lower  standards  in  accounting,  auditing and
financial reporting,  less-developed  securities regulation and trading systems,
fluctuations in foreign currency exchange rates, and the risk that a country may
impose controls on the exchange or repatriation of foreign currency.

Debt securities:

Debt securities are subject to interest rate risk, which is the possibility that
the market  prices of the fund's  investments  may decline due to an increase in
market  interest  rates.  Generally,  the longer the  maturity of a fixed income
security, the greater is the effect on its value when rates change.

Debt  securities are also subject to credit risk,  i.e., the risk that an issuer
of securities will be unable to pay principal and interest when due, or that the
value of the security will suffer because  investors  believe the issuer is less
able to pay. This is broadly  gauged by the credit  ratings of the securities in
which the fund invests.  However,  ratings are only the opinions of the agencies
issuing them and are not absolute guarantees as to quality.

Debt securities rated BBB/Baa or better,  and unrated  securities  considered by
the fund's adviser to be of equivalent quality, are considered investment grade.
Debt  securities  rated below BBB/Baa,  which the fund may purchase from time to
time, are deemed by the ratings agencies to be speculative and may involve major
risk or exposure to adverse  conditions.  Those in the lowest rating  categories
may  involve a  substantial  risk of  default or may be in  default.  Changes in
economic  conditions or  developments  regarding the individual  issuer are more
likely to cause price  volatility and weaken the capacity of such  securities to
make  principal  and  interest  payments  than is the case for higher grade debt
securities.

Securities rated below BBB/Baa may be less liquid than higher-rated  securities,
which means a fund may have  difficulty  selling them at times,  and may have to
apply a greater degree of judgment in establishing a price.

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.

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. Convertible securities are typically issued by
smaller capitalized companies whose stock prices may be volatile. The price of a
convertible  security  often  reflects  such  variations  in  the  price  of the
underlying common stock in a way that non-convertible debt does not.

Non-diversification risk:

The fund is  non-diversified.  This  means  that the  percentage  of its  assets
invested in any single  issuer is not limited by the  Investment  Company Act of
1940.  When the fund's assets are invested in the securities of a limited number
of issuers or it holds a large portion of its assets in a few issuers, the value
of its shares will be more  susceptible to any single  economic,  political,  or
regulatory event than shares of a diversified fund.

<PAGE>

Short sales:

A short sale  involves the sale by the fund of a security  that it does not own,
i.e., that is borrowed from a third party,  with the hope of purchasing the same
security  at a later  date at a lower  price.  The fund may  suffer  significant
losses  if  securities  which  the  fund  sells  short  appreciate  rather  than
depreciate in value.  Such transactions may also involve a cost of borrowing the
security.

Portfolio turnover:

Although  the fund's  adviser does not  anticipate a turnover  rate in excess of
100%,  the  possibility  exists.  High  turnover  rates can result in  increased
trading costs and higher levels of realized capital gains.

Performance:

The fund is newly  organized  and, as of the date of this  prospectus,  does not
have a calendar year of performance.

<PAGE>

[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 table  below  describes  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. Other expenses include transfer agency, custody, professional
and registration  fees. The Primary Class has no initial sales charge, but it is
subject to a deferred  sales  charge and 12b-1 fees.  The fees and  expenses are
calculated as a percentage of average net assets.

The fund currently offers two classes of shares: Primary Class shares and
Navigator Class shares.

                                Shareholder fees:

                    (fees paid directly from your investment)

--------------------------------------------------------------------------------
                                                 Primary Class Shares
--------------------------------------------------------------------------------
Maximum Deferred Sales Charge                          1.00%(a)
(Load) (as a % of net asset value)
--------------------------------------------------------------------------------

(a) Applies only to shares redeemed within 12 months of purchase.  This deferred
sales charge is not  applicable  where the  investor's  broker-dealer  of record
notifies the distributor  prior to the time of investment that the broker-dealer
waives the compensation otherwise payable to it.


                         Annual fund operating expenses:

                  (expenses that are deducted from fund assets)

--------------------------------------------------------------------------------
                                                 Primary Class Shares
--------------------------------------------------------------------------------
Management Fees                                        1.00%
--------------------------------------------------------------------------------
Distribution and Service (12b-1) Fees                  1.00%
--------------------------------------------------------------------------------
Other Expenses (a)                                      0.39%
--------------------------------------------------------------------------------
Total Annual Fund Operating Expenses                   2.39%
--------------------------------------------------------------------------------
Fee Waivers and Expense Reimbursement (b)              -0.40%
--------------------------------------------------------------------------------
Net Annual Fund Operating Expenses                     1.99%
--------------------------------------------------------------------------------

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

     (b) The manager has contractually  agreed to waive fees and reimburse other
     expenses so that fund expenses (exclusive of taxes, interest, brokerage and
     extraordinary  expenses)  do not exceed an annual  rate of 1.99% of average
     daily net assets for the Primary  Class until  December 31, 2000.  The fund
     has agreed to pay the  manager  for  waived  fees and  reimbursed  expenses
     provided that payment does not cause the fund's annual  operating  expenses
     to exceed  1.99% of its  average  net assets and the payment is made within
     three years after the year in which the manager  earned the fee or incurred
     the expense.

<PAGE>

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.  This example  also  assumes that the deferred  sales charge is imposed on
redemptions made within the first year after purchase of Primary Class shares.

--------------------------------------------------------------------------------
Opportunity Trust--Primary Class                  1 Year          3 Years
--------------------------------------------------------------------------------
  Assuming redemption                              $302            $707
--------------------------------------------------------------------------------
  Assuming no redemption                           $202            $707
--------------------------------------------------------------------------------

<PAGE>

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

Management and advisers:

LMM, LLC ("LMM")  provides  the fund with  investment  advisory  and  management
services and is responsible for overseeing the fund's  relationship with outside
service providers, such as the sub-advisor,  administrator,  custodian, transfer
agent,  accountants,  and lawyers.  Under its advisory and management  agreement
with LMM, the fund pays LMM a fee calculated  daily and paid monthly of 1.00% of
its average  daily net assets up to $100 million and 0.75% of its average  daily
net assets in excess of $100 million.  LMM has delegated certain  administrative
responsibilities to Legg Mason Fund Adviser,  Inc. ("LMFA").  On August 1, 2000,
LMM delegated certain advisory responsibilities for the fund to Legg Mason Funds
Management,  Inc.  ("LMFM") that previously had been performed by LMFA. The same
individuals  who performed  these services at LMFA now perform these services at
LMFM.

LMFM and LMM are newly organized;  however, each entity's principal employee has
been an adviser to investment companies since 1982. LMM was the sole investor in
the fund prior to the public offering of its shares.

LMM,  LMFM, and LMFA are each located at 100 Light Street,  Baltimore,  Maryland
21202.

Portfolio management:

Bill Miller,  CFA,  Managing Member of LMM and CEO of LMFM, is portfolio manager
of the fund.  Mr.  Miller has been the manager of Legg Mason Value  Trust,  Inc.
since 1990;  from its  inception in 1982 to 1990, he served as  co-manager.  Mr.
Miller was co-manager of Legg Mason Total Return Trust,  Inc. from 1992 to 1997;
from 1990 to 1992, he served as manager. Since its inception in 1985, Mr. Miller
has also been primarily  responsible for the day-to-day management of Legg Mason
Special  Investment Trust, Inc. Since its inception in 1998, Mr. Miller has been
manager of LM Value Institutional Portfolio.

Distributor of the fund's shares:

Legg Mason Wood  Walker,  Inc.  ("Legg  Mason"),  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.  Under the
plan, the fund may pay the distributor an annual distribution fee equal to 0.75%
of the fund's  average daily net assets and an annual service fee equal to 0.25%
of its average daily net assets  attributable  to Primary Class shares.  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
Class shares of the fund. The  distributor  pays these brokers up to 100% of the
distribution and service fees that it receives from the fund for those sales.

<PAGE>

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

To open a regular account or a retirement account contact a Legg Mason Financial
Advisor,  Legg Mason Funds Investor Services ("FIS"), or another entity that has
entered  into an  agreement  with the fund's  distributor  to sell shares of the
fund. The minimum initial investment is $1,000 and the minimum for each purchase
of additional shares is $100.

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.  The investment  amount for an
Education  IRA is $500.  Contact your  financial  adviser,  FIS, or other entity
offering the fund to discuss which one might be appropriate for you.

Certain investment  methods (for example,  through certain retirement plans) may
be subject to lower minimum initial and additional investments. Arrangements may
also  be made  with  some  employers  and  financial  institutions  for  regular
automatic monthly investments of $50 or more in shares of the fund. Contact your
financial adviser or FIS with any questions regarding your investment options.

Once your account is open, you may use the following  methods to purchase shares
of the fund:

--------------------------------------------------------------------------------
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  or to Legg  Mason  Funds
                          Investor  Services  at  P.O.  Box  17023,   Baltimore,
                          Maryland 21297-0356.
--------------------------------------------------------------------------------
Telephone or              Call your financial  adviser or FIS at  1-800-822-5544
Wire                      to transfer  available cash balances in your brokerage
                          account or to transfer  money from your bank directly.
                          Wire  transfers may be subject to a service  charge by
                          your bank.
--------------------------------------------------------------------------------
Internet or               FIS clients may  purchase  shares of the fund  through
TeleFund                  Legg       Mason's        Internet       site       at
                          http://www.leggmasonfunds.com  or through a  telephone
                          account     management     service    "TeleFund"    at
                          1-877-6-LMFUNDS.
--------------------------------------------------------------------------------
Future First              Contact a Legg  Mason  Financial  Advisor to enroll in
Systematic                Legg Mason's Future First Systematic  Investment Plan.
Investment Plan           Under this plan, you may arrange for automatic monthly
                          investments  in a fund of $50 or  more.  The  transfer
                          agent will transfer funds monthly from your Legg Mason
                          account  or  from  your  checking/savings  account  to
                          purchase shares of the desired 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.
--------------------------------------------------------------------------------

<PAGE>

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,  FIS or other  authorized
entity before the close of the New York Stock  Exchange  ("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.

Navigator  Class shares,  which are not subject to a Rule 12b-1 fee, are offered
through a separate prospectus only to certain investors.

<PAGE>

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

You may use any of the following methods to sell shares of the fund:

--------------------------------------------------------------------------------
Telephone          Call  your  financial  adviser  or FIS at  1-800-822-5544  or
                   entity offering the fund and request 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 $12. Be sure
                   that your financial adviser has your bank account information
                   on file.
--------------------------------------------------------------------------------
Internet or        FIS clients may request a redemption  of fund shares  through
TeleFund           Legg Mason's Internet site at  http://www.leggmasonfunds.com
                   or through TeleFund at 1-877-6-LMFUNDS.
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------

The fund will  follow  reasonable  procedures  to  ensure  the  validity  of any
telephone  or  Internet  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.

Fund  shares  will be sold at the next net asset  value  calculated  after  your
redemption  request is received by your financial adviser or FIS or other entity
offering the fund.

Redemption  orders will be processed  promptly.  You will generally  receive the
proceeds within a week.  Payment of redemptions  proceeds with respect to 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.

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

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

<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 Primary Class share is  determined  daily as of the close of
the Exchange, on every day the Exchange is open. The Exchange is normally closed
on all national  holidays and Good Friday. To calculate the fund's Primary Class
share price,  the fund's assets  attributable to that class of shares are valued
and totaled,  liabilities  attributable  to Primary Class shares are subtracted,
and the  resulting  net assets are divided by the number of Primary Class shares
outstanding.  The fund's securities are valued on the basis of market quotations
or, lacking such quotations, at fair value as determined under policies approved
by the Board of Directors. The fund may use fair value pricing instead of market
quotations to value a security if the fund's Valuation  Committee believes that,
because of special  circumstances,  doing so would more  accurately  reflect the
price the fund could realize on the current sale of the security.

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.  The fund will value its foreign securities in
U.S. dollars on the basis of the  then-prevailing  exchange rates.  Fixed income
securities  generally are valued using market quotations or independent  pricing
services  that use  prices  provided  by market  makers or  estimates  of market
values.  Securities  with remaining  maturities of 60 days or less are valued at
amortized cost.

To the extent that the fund has portfolio  securities that are primarily  listed
on foreign exchanges that trade on days when the fund does not price its shares,
the net asset value of the fund may change on days when shareholders will not be
able to purchase or redeem the fund's shares.

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 Securities and
     Exchange Commission (SEC).

<PAGE>

[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  Class  shares  (except  a  reinvestment  of  dividends,   capital  gain
distributions  and  purchases  made through a transfer of funds from a financial
institution).  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. You should not purchase  shares of the fund
when you are a participant in the plan.

Exchange Privilege:

Primary  Class shares of the fund may be exchanged  for Primary  Class 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.  An  exchange  of the 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'  notice  to
     shareholders

<PAGE>

[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 any net  capital  gains to
holders of Primary Class shares annually.

Your  dividends  and other  distributions  will be  automatically  reinvested in
additional  Primary  Class  shares of the fund unless you elect to receive  your
dividends and/or other distributions in cash. To change your election,  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  distribution
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 after 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  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.

<PAGE>

F I N A N C I A L  H I G H L I G H T S

The financial  highlights  table is intended to help you  understand  the fund's
financial  performance for the past year. Total return  represents the rate that
an investor  would have earned (or lost) on an investment in the fund,  assuming
reinvestment  of all  dividends and  distributions.  This  information  has been
audited by the fund's  independent  auditors,  Ernst & Young LLP,  whose report,
along with the fund's  financial  statements,  is incorporated by reference into
the Statement of Additional  Information (see back cover) and is included in the
annual report.  The annual report is available upon request by calling toll-free
1-800-822-5544.

Period ended December 31, 1999(a)
---------------------------------

The following information reflects financial results for a single share of the
fund:

Net asset value,
beginning of period                                       $10.00
                                                          ------
Income from investment operations:
Net investment income                                      ----
Net realized and unrealized gain on
investments                                                ----

Distributions:
Dividends from net investment income                       ----

Dividends from net realized gain on
investments                                                ----

Net asset value, end of period                            $10.00
                                                          ======
Total return                                               N.M.

Ratios/Supplemental Data
Ratio of total expenses to average net assets
                                                            1.99% (b,c)
Ratio of net investment income to  average
net assets                                                 N.M.
Portfolio turnover rate                                    --%
Net assets, end of period (in thousands)             $146,093.00


(a) For the period  December 30, 1999  (commencement  of operations) to December
31, 1999.

(b) Net of fees  waived  pursuant to an expense  limitation  of 1.99% of average
daily net assets  through  December 31, 2000. If no fees had been waived by LMM,
the  annualized  ratio of  expenses  to average  daily net assets for the period
would have been 2.39%.

(c) Annualized.

N.M. - Not meaningful.

<PAGE>

L e g g  M a s o n  O p p o r t u n i t y  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 SEC and is
incorporated by reference into (is considered part of) this prospectus.  The SAI
provides  further  information  and  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 and
its policies.

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.leggmasonfunds.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,  D.C. Information on the operation of
the Public Reference Room may be obtained by calling the SEC at  1-202-942-8090.
Reports and other information about the fund are available on the SEC's Internet
site at  http://www.sec.gov.  Investors may also obtain this information,  after
paying a duplicating fee, by electronic request at the following e-mail address:
[email protected] or by writing the SEC's Public Reference Section, Washington,
D.C. 20549-0102.



LMF-077                                              SEC file number: 811-9613



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