TABLE OF CONTENTS
Prospectus Highlights 2
Trust Expenses 3
Financial Highlights 4
Performance Information 5
Investment Objective and Policies 5
How You Can Invest in the Trust 7
How Your Shareholder Account is
Maintained 8
How You Can Redeem Your Trust
Shares 9
How Net Asset Value is Determined 10
Dividends 10
Tax Treatment of Dividends 11
Shareholder Services 11
The Trust's Board of Trustees and
Manager 12
The Trust's Investment Adviser 12
The Trust's Distributor 13
The Trust's Custodian and Transfer
Agent 13
Description of the Trust and its
Shares 13
ADDRESSES
DISTRIBUTOR:
Legg Mason Wood Walker, Inc.
100 Light Street
P.O. Box 1476, Baltimore, MD 21203-1476
410 (Bullet) 539 (Bullet) 0000 800 (Bullet) 822 (Bullet) 5544
TRANSFER AND SHAREHOLDER SERVICING AGENT:
Boston Financial Data Services
P.O. Box 953, Boston, MA 02103
COUNSEL:
Kirkpatrick & Lockhart LLP
1800 Massachusetts Avenue, N.W.
Washington, DC 20036-1800
INDEPENDENT AUDITORS:
Ernst & Young LLP
2 Commerce Square
2001 Market Street
Philadelphia, PA 19103
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS OR THE STATEMENT OF ADDITIONAL
INFORMATION IN CONNECTION WITH THE OFFERING MADE BY THE PROSPECTUS AND, IF GIVEN
OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE TRUST OR ITS DISTRIBUTOR. THE PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING BY THE TRUST OR BY THE PRINCIPAL UNDERWRITER IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
LMF-017
Prospectus
December 31, 1997
Legg Mason
Cash
Reserve
Trust
The Art of Investing
[LEGG MASON FUNDS LOGO]
<PAGE>
THE LEGG MASON CASH RESERVE TRUST
PROSPECTUS
Legg Mason Cash Reserve Trust ("Trust") is a no-load, open-end,
diversified management investment company investing in money market
instruments to achieve stability of principal and current income
consistent with stability of principal. AN INVESTMENT IN THE TRUST IS
NEITHER INSURED NOR GUARANTEED BY THE U.S. GOVERNMENT. WHILE THE TRUST
SEEKS TO MAINTAIN A STABLE NET ASSET VALUE OF $1.00 PER SHARE, THERE CAN
BE NO ASSURANCE THAT IT WILL BE ABLE TO DO SO.
This Prospectus concisely sets forth information about the Trust you
should read and know before you invest in the Trust. Keep this Prospectus
for future reference.
The Trust has also filed a Statement of Additional Information dated
December 31, 1997 with the Securities and Exchange Commission ("SEC"). The
information contained in the Statement of Additional Information, as
amended from time to time, is incorporated by reference in this
Prospectus. You may request a copy of the Statement of Additional
Information free of charge or obtain other information or make inquiries
about the Trust by contacting Legg Mason Wood Walker, Incorporated ("Legg
Mason") (address and telephone numbers listed at right).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Dated: December 31, 1997
Legg Mason Wood Walker, Incorporated
100 Light Street
P.O. Box 1476
Baltimore, MD 21203-1476
410 (Bullet) 539 (Bullet) 0000
800 (Bullet) 822 (Bullet) 5544
<PAGE>
PROSPECTUS HIGHLIGHTS
THE LEGG MASON CASH RESERVE TRUST
The following summary is qualified in its entirety by the more
detailed information appearing in the body of this Prospectus and in the
Statement of Additional Information.
FUND TYPE:
The Trust is a no-load money market fund. You may purchase or redeem
shares of the Trust through a brokerage account with Legg Mason or certain
of its affiliates. See "How You Can Invest in the Trust," page 7, and "How
You Can Redeem Your Trust Shares," page 9.
INVESTMENT OBJECTIVE AND POLICIES:
The Trust's investment objective is stability of principal and current
income consistent with stability of principal. The Trust pursues this
investment objective by investing in a portfolio of high-quality money
market instruments maturing in 397 days or less. Of course, there can be
no assurance that the Trust will achieve its objective. See "Investment
Objective and Policies," page 5.
NET ASSETS:
Over $1.2 billion as of November 30, 1997
DISTRIBUTOR:
Legg Mason Wood Walker, Incorporated
MANAGER AND ADVISER:
Legg Mason Fund Adviser, Inc. serves as the Trust's manager and
Western Asset Management Company serves as investment adviser to the
Trust.
TRANSFER AND SHAREHOLDER SERVICING AGENT:
Boston Financial Data Services
CUSTODIAN:
State Street Bank and Trust Company
EXCHANGE PRIVILEGE:
All funds in the Legg Mason Family of Funds and the Bartlett Mutual
Funds. See "Exchange Privilege," page 11.
YIELD:
Based on current money market rates; quoted in the financial section
of most major newspapers.
DIVIDENDS:
Declared daily and paid monthly. See "Dividends," page 10.
REINVESTMENT:
All dividends are automatically reinvested in Trust shares unless cash
payments are requested.
INITIAL PURCHASE:
$1,000 minimum, generally.
SUBSEQUENT PURCHASES:
$500 minimum, generally.
PURCHASE METHODS:
Send bank/personal check or wire federal funds. See "How You Can
Invest in the Trust," page 7.
PUBLIC OFFERING PRICE PER SHARE:
Net asset value, which the Trust seeks to maintain at $1.00 per share.
CHECKWRITING:
Available to qualified shareholders upon request.
Unlimited number of checks
Minimum amount per check: $500
2
<PAGE>
TRUST EXPENSES
The purpose of the following table is to assist an investor in
understanding the various costs and expenses that an investor in the Trust
will bear directly or indirectly. The expenses and fees set forth in the
table are based on average net assets and annual Trust operating expenses
for the year ended August 31, 1997.
<TABLE>
<S> <C>
ANNUAL TRUST OPERATING EXPENSES
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
Management fees 0.48%
12b-1 fees 0.10%*
Other expenses 0.20%
-----
Total operating expenses 0.78%*
-----
</TABLE>
---------------------
*The fee shown reflects determination by Legg Mason to request payment of,
and determination by the Board to pay, less than the full amount of the
authorized 12b-1 fee until January 10, 1999. If the full amount of the
fee were paid, 12b-1 fees would be 0.15% and total operating expenses
would be 0.83%.
For further information concerning Trust expenses, please see "The
Trust's Board of Trustees and Manager," page 12, and "The Trust's
Distributor," page 13.
EXAMPLE
The following example illustrates the expenses that you would pay on a
$1,000 investment over various time periods assuming (1) a 5% annual rate
of return and (2) redemption at the end of each time period. The Trust
charges no redemption fees of any kind.
<TABLE>
<S> <C> <C> <C>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -----------------------------------------
$8 $25 $43 $97
</TABLE>
This example assumes that all dividends are reinvested and that the
percentage amounts listed under "Annual Trust Operating Expenses" remain
the same over the time periods shown.
The above table and the assumption in the example of a 5% annual
return are required by regulations of the SEC applicable to all mutual
funds. THE ASSUMED 5% ANNUAL RETURN IS NOT A PREDICTION OF, AND DOES NOT
REPRESENT, THE TRUST'S PROJECTED OR ACTUAL PERFORMANCE. THE ABOVE TABLE
AND EXAMPLE SHOULD NOT BE CONSIDERED REPRESENTATIONS OF PAST OR FUTURE
EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The
Trust's actual expenses will depend upon, among other things, the level of
average net assets, the levels of sales and redemptions of shares, the
extent (if any) to which Legg Mason waives its fees and the extent to
which the Trust incurs variable expenses, such as transfer agency costs.
3
<PAGE>
FINANCIAL HIGHLIGHTS
The financial information in the table below, insofar as it relates to
each of the periods presented in the ten-year period ended August 31, 1997,
has been audited by Ernst & Young LLP, independent auditors. The Trust's
financial statements for the year ended August 31, 1997 and the report of
Ernst & Young LLP thereon are included in the Trust's annual report and are
incorporated by reference in the Statement of Additional Information. The
annual report is available to shareholders without charge by calling your
Legg Mason or affiliated financial advisor or Legg Mason's Funds Marketing
Department at 800-822-5544.
<TABLE>
<CAPTION>
For the Years Ended August 31,
------------------------------------------------------------------------------------------------------
1997 1996 1995 1994 1993 1992 1991 1990 1989
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value,
beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------------------------------------------------------------------------------------------------------
Net investment
income .05 .05 .05 .03 .03 .04 .06 .08 .08
Net realized gain
(loss) on
investments Nil Nil Nil (Nil) -- Nil -- -- --
------------------------------------------------------------------------------------------------------
Total from
investment
operations .05 .05 .05 .03 .03 .04 .06 .08 .08
------------------------------------------------------------------------------------------------------
Dividends paid
from:
Net investment
income (.05) (.05) (.05) (.03) (.03) (.04) (.06) (.08) (.08)
Realized gain on
investments -- -- -- -- -- (Nil) -- -- --
------------------------------------------------------------------------------------------------------
Net asset value,
end of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
------------------------------------------------------------------------------------------------------
Total return 4.84% 4.92% 5.08% 3.08% 2.85% 4.37% 6.41% 8.03% 8.56%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net
assets:
Expenses .75% .70% .71% .72% .76% .75% .74% .74% .88%
Net investment
income 4.73% 4.81% 5.03% 3.05% 2.82% 4.11% 6.26% 7.73% 8.30%
Net assets, end of year
(in thousands) $1,342,639 $1,224,481 $1,153,130 $786,321 $754,996 $733,789 $860,954 $923,249 $723,662
<CAPTION>
1988*
- -------------------------
<S> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value,
beginning of year $1.00
-----
Net investment
income .06
Net realized gain
(loss) on
investments --
-----
Total from
investment
operations .06
-----
Dividends paid
from:
Net investment
income (.06)
Realized gain on
investments --
-----
Net asset value,
end of year $1.00
-----
Total return 6.56%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net
assets:
Expenses .84%
Net investment
income 6.45%
Net assets, end of year
(in thousands) $436,759
</TABLE>
-----------------------
* ON JULY 18, 1988, THE RESPONSIBILITY FOR THE TRUST'S MANAGEMENT WAS
TRANSFERRED FROM LM RESEARCH LIMITED PARTNERSHIP TO LEGG MASON FUND
ADVISER, INC. AND WESTERN ASSET MANAGEMENT COMPANY. SEE "THE TRUST'S
BOARD OF TRUSTEES AND MANAGER," AND "THE TRUST'S INVESTMENT ADVISER,"
PAGE 12.
4
<PAGE>
PERFORMANCE INFORMATION
From time to time, the Trust may quote its yield, including a compound
effective yield, in advertisements or in reports or other communications
to shareholders. The Trust's "yield" refers to the income generated by an
investment in the Trust over a stated seven-day period. This income is
then "annualized." That is, the average daily net income generated by the
investment during that week is assumed to be generated each day over a
365-day period and is shown as a percentage of the investment. The
"effective yield" is calculated similarly but assumes that the income
earned by an investment is reinvested. The Trust's "effective yield" will
be slightly higher than the Trust's "yield" because of the compounding
effect of this assumed reinvestment.
Yield information may be useful in reviewing the Trust's performance
and for providing a basis for comparison with other investment
alternatives. However, since the calculation is based on past performance
and the Trust's yield changes in response to fluctuations in interest
rates and Trust expenses, any given yield quotation should not be
considered representative of the Trust's yield for any future period.
The Trust's yield for the seven-day period ended August 31, 1997 was
4.81%. The effective yield for the same period was 4.93%.
--------------------------------------------------------------------
INVESTMENT OBJECTIVE AND POLICIES
The investment objective of the Trust is stability of principal and
current income consistent with stability of principal. While there is no
assurance that the Trust will achieve its investment objective, it
endeavors to do so by following the investment policies described in this
Prospectus. The investment objective of the Trust may not be changed
without a vote of Trust shareholders; however, except as otherwise noted,
the investment policies of the Trust described below are non-fundamental
and may be changed by the Trust's Board of Trustees without a shareholder
vote.
The Trust attempts to stabilize the net asset value of a Trust share
at $1.00. In general, the market value of the fixed income instruments in
which the Trust invests will rise when interest rates decline and fall
when interest rates increase. To maintain its $1.00 net asset value, the
Trust pursues several practices intended to minimize the effect of
interest rate and other fluctuations. It invests in a portfolio of money
market instruments maturing in 397 days or less; it maintains the
dollar-weighted average maturity of the portfolio at 90 days or less; and
it buys only high-quality securities determined by the Adviser to present
minimal credit risk. The Trust, of course, cannot guarantee a net asset
value of $1.00 per share.
ACCEPTABLE INVESTMENTS
The Trust invests in high-quality money market instruments which
include, but are not limited to:
(Bullet) instruments of domestic and foreign banks and savings and loan
institutions (such as certificates of deposit, demand and time deposits,
savings shares, and bankers' acceptances, including Eurodollar
certificates of deposit) if they have capital, surplus and undivided
profits of over $100,000,000, or if the principal amount of the instrument
is insured by the Federal Deposit Insurance Corporation;
(Bullet) commercial paper rated A-1 by Standard & Poor's ("S&P"), Prime-1
by Moody's Investors Service, Inc. ("Moody's") or F-1 by Fitch Investors
Service ("Fitch") and comparable unrated commercial paper;
(Bullet) marketable obligations issued or guaranteed by the U.S.
Government, its agencies or instrumentalities;
(Bullet) repurchase agreements;
(Bullet) corporate bonds with a remaining maturity of 397 days or less,
rated AAA or AA by S&P or Aaa or Aa by Moody's and comparable unrated
bonds;
(Bullet) U.S. dollar-denominated securities of foreign issuers; and
(Bullet) asset-backed securities.
5
<PAGE>
U.S. Government Obligations
The types of U.S. government obligations in which the Trust may invest
generally include direct obligations of the U.S. Treasury (such as U.S.
Treasury bills, notes and bonds) and obligations issued or guaranteed by
U.S. government agencies or instrumentalities. These securities are backed
by:
(Bullet) the full faith and credit of the U.S. Treasury (such as direct
obligations of the U.S. Treasury, a majority of Federal Land Bank
securities, Farmers Home Administration certificates);
(Bullet) the issuer's right to borrow from the U.S. Treasury (such as
Federal Home Loan Banks, Fannie Mae);
(Bullet) the discretionary authority of the U.S. Government to purchase
certain obligations of agencies or instrumentalities (such as Federal Home
Loan Banks); or
(Bullet) the credit of the agency or instrumentality issuing the
obligations (such as Federal Farm Credit Banks Funding Corporation).
Repurchase Agreements
Repurchase agreements are agreements under which either U.S.
government obligations or high-quality 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 Trust 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 Trust bears a risk that the other party
to a repurchase agreement will default on its obligations and the Trust
will be delayed or prevented from exercising its rights to dispose of the
collateral securities, which may result in a loss. The Trust will enter
into repurchase agreements only with financial institutions determined by
Western Asset Management Company ("Adviser") to present minimal risk of
default during the term of the agreement based on guidelines established
by the Board of Trustees. The Trust will not enter into repurchase
agreements and certain time deposits of more than seven days' duration if
more than 10% of its net assets would be invested in such agreements,
deposits and other illiquid investments.
When-Issued and Delayed-Delivery Transactions
The Trust may enter into commitments to purchase short-term U.S.
government securities on a when-issued or delayed-delivery basis. These
transactions are arrangements in which the Trust purchases securities with
payment and delivery scheduled for a future time. When the Trust purchases
securities on a when-issued or delayed-delivery basis, it immediately
assumes the risks of ownership, including the risk of price fluctuation.
Such trades may have an effect on the Trust that is similar to leverage.
The seller's failure to complete a transaction may result in a loss.
Variable and Floating Rate Securities
Variable and floating rate securities have interest rate adjustment
formulas that may help to stabilize their market value. Many of these
instruments carry a demand feature that permits the Trust to sell them
during a determined time period at par value plus accrued interest. The
demand feature is often backed by a credit instrument, such as a letter of
credit, or by a creditworthy insurer. The Trust may rely on the credit
instrument or the creditworthiness of the insurer in purchasing a variable
or floating rate security. The ability of a party to fulfill its
obligations under a letter of credit or guarantee might be affected by
possible financial difficulties of its borrowers, adverse interest rate or
economic conditions, regulatory limitations or other factors. For purposes
of determining its dollar-weighted average maturity, the Trust calculates
the remaining maturity of variable and floating rate instruments as
provided in Rule 2a-7 under the Investment Company Act of 1940 ("1940
Act").
INVESTMENT LIMITATIONS AND RISKS
As fundamental limitations, the Trust will not:
(Bullet) invest more than 5% of its total assets in securities of one
issuer, except cash and cash items, repurchase agreements, and U.S.
government obligations (the Trust considers the type of bank obligations
it purchases to be cash items; however, as a non-fundamental policy, the
Trust will apply the 5% limitation to bank obligations other than demand
deposits); or
(Bullet) purchase money market instruments if, as a result of such
purchase, more than 25% of the value of its total assets would be invested
in any
6
<PAGE>
one industry. However, investing in bank instruments (such as time and
demand deposits and certificates of deposit), U.S. government obligations
or instruments secured by these money market instruments, such as
repurchase agreements, shall not be considered investments in any one
industry.
In accordance with SEC requirements concerning money market funds, the
Trust has adopted the following non-fundamental investment policies, which
may be changed without shareholder approval: The money market instruments
purchased by the Trust will consist only of instruments that the Adviser
determines present minimal credit risks and are, pursuant to procedures
adopted by the Trust's Board of Trustees, eligible for investment by money
market funds, under rules adopted by the SEC; these generally include
securities that are (1) rated in one of the two highest rating categories
by at least two nationally recognized statistical rating organizations
("NRSROs") (or one, if only one NRSRO has rated the security) or, (2) if
unrated, determined to be of comparable quality by the Adviser pursuant to
procedures adopted by the Board of Trustees ("Eligible Securities"). The
Trust may invest no more than 5% of its total assets in securities that
are Eligible Securities but have not been rated in the highest short-term
ratings category by at least two NRSROs (or by one NRSRO if only one NRSRO
has assigned the obligation a short-term rating) or, if the obligations
are unrated, determined by the Adviser to be of comparable quality
("Second Tier Securities"). In addition, the Trust will not invest more
than 1% of its total assets or $1 million (whichever is greater) in the
Second Tier Securities of a single issuer. The market prices of the
securities in which the Trust invests normally go up when market interest
rates go down, and vice-versa. By purchasing short-term high quality
instruments, the Fund attempts to minimize such fluctuations.
To the extent the Trust purchases Eurodollar certificates of deposit
issued by foreign branches of U.S. banks, consideration will be given to
their domestic marketability, the lower reserve requirements normally
mandated for overseas banking operations, and the possible impact of
interruptions in the flow of international currency transactions. The
Trust has no present reason to believe that these factors would inhibit
the purchase by the Trust of these types of instruments.
Additional investment limitations are set forth in the Statement of
Additional Information under "Additional Information about Investment
Limitations and Policies."
HOW YOU CAN INVEST IN THE TRUST
You may purchase shares of the Trust through a brokerage account with
Legg Mason, with an affiliate that has an agreement with Legg Mason, or
with an unaffiliated entity having an agreement with Legg Mason
("Financial Advisor or Service Provider"). Your Financial Advisor or
Service Provider will be pleased to explain the shareholder services
available from the Trust and answer any questions you may have. Documents
available from your Financial Advisor or Service Provider should be
completed if you invest in shares of the Trust through Individual
Retirement Accounts (including newly available "education individual
retirement accounts" and "Roth IRAs"), Simplified Employee Pension Plans,
Savings Incentive Match Plans for Employees or other qualified retirement
plans (collectively referred to as "Retirement Plans").
Investors who are considering establishing a Retirement Plan may wish
to consult their attorneys or tax advisers with respect to individual tax
questions. Your Financial Advisor or Service Provider can make available
to you forms of Retirement Plans. The option of investing in Retirement
Plans through regular payroll deductions may be arranged with Legg Mason
and your employer. Additional information with respect to Retirement Plans
is available upon request from a Financial Advisor or Service Provider.
The minimum initial investment in the Trust for each account,
including investments made by exchange from other Legg Mason funds and
investments in a Retirement Plan, is $1,000, and the minimum investment
for each purchase of additional shares is $500, except as noted below.
Those investing through the Trust's Future First Systematic Investment
Plan, payroll deduction plans and plans involving automatic transfer of
funds from Legg Mason brokerage accounts,
7
<PAGE>
accounts with other financial institutions and certain unit investment
trusts are subject to lower minimum initial and subsequent investments.
The minimum amount for subsequent investments in a Retirement Plan
will be waived if an investment would bring the account total to the
maximum amount permitted under the Internal Revenue Code of 1986, as
amended ("Code").
The Trust reserves the right to change the minimum amount requirements
at its discretion. You should always furnish your shareholder account
number when making additional purchases of shares of the Trust.
There are four ways you can invest:
1. BY MAIL
Once you have opened an account with the Trust, you may purchase
shares in person or by mailing a check for $500 or more (payable to "Legg
Mason Cash Reserve Trust") to your Financial Advisor or Service Provider.
2. BY TELEPHONE OR WIRE TRANSFER OF FUNDS
Once you have opened an account with the Trust, you may also purchase
shares by telephone, using available cash balances in your Legg Mason or
affiliated brokerage account, or by wire transfer of funds from your bank
directly to Legg Mason. Please contact your Financial Advisor or Service
Provider for further information. Wire transfers may be subject to a
service charge by your bank.
3. THROUGH THE FUTURE FIRST SYSTEMATIC INVESTMENT PLAN
You may also buy shares in the Trust through the Future First
Systematic Investment Plan. Under this plan, you may arrange for automatic
monthly investments in the Trust of $50 or more by authorizing Boston
Financial Data Services ("BFDS"), the Trust's transfer agent, to transfer
funds each month from your Legg Mason account or from your checking
account. Please contact your Financial Advisor or Service Provider for
further information.
4. THROUGH AUTOMATIC INVESTMENTS
Arrangements may be made with some employers and financial
institutions, such as banks or credit unions, for regular automatic
monthly investments of $50 or more in shares of the Trust. In addition, it
may be possible for dividends from certain unit investment trusts to be
invested automatically in Trust shares. Persons interested in establishing
such automatic investment programs should contact the Trust through your
Financial Advisor or Service Provider.
Shares of the Trust are issued at the net asset value next determined
after receipt of a purchase order and payment in proper form. Many
instruments in which the Trust invests must be paid for in immediately
available money called "federal funds." Therefore, payments received from
you for the purchase of shares in a form other than federal funds will
require conversion into federal funds before your purchase order may be
executed. For checks, this normally will take two days but may take up to
nine days. All checks are accepted subject to collection at full face
value in federal funds and must be drawn in U.S. dollars on a domestic
bank. Purchases made by telephone from available cash balances in your
Legg Mason or affiliated brokerage account or wire payments representing
federal funds will normally be completed on the same or the next business
day. If an order and payment in federal funds is received by your
Financial Advisor or Service Provider prior to 12:00 noon, Eastern time,
on any day that the New York Stock Exchange ("Exchange") is open, the
shares will be purchased and earn dividends on that day; if such an order
is received at 12:00 noon or later, or on days the Exchange is closed, the
shares will be purchased at the next determined net asset value and will
earn dividends on the next day the Exchange is open. See "How Net Asset
Value is Determined," page 10.
The Trust reserves the right to reject any order for shares of the
Trust or to suspend the offering of shares for a period of time.
HOW YOUR SHAREHOLDER ACCOUNT IS MAINTAINED
When you initially purchase shares of the Trust, a shareholder account
is automatically established for you. Any shares that you purchase or
receive as a dividend will be credited directly to your account at the
time of purchase or receipt. Trust shares may not be held in, or
transferred to, an account with any brokerage firm that does not
8
<PAGE>
have an agreement with Legg Mason. The Trust no longer issues share
certificates.
HOW YOU CAN REDEEM YOUR TRUST SHARES
All redemptions will be made in cash at the net asset value per share
next determined after the receipt by the Trust of a redemption request in
proper form either in writing or by telephone as described below. Requests
for redemption received after 12:00 noon, Eastern time, will be executed
on the next day the Exchange is open, at the net asset value next
determined. However, payment of redemption proceeds for shares purchased
by check and shares acquired through reinvestment of dividends on such
shares may be delayed for up to 10 days after receipt of the check in
order to allow time for the check to clear. Any of the following methods
may be used to redeem shares, although those shareholders who wish to
redeem their shares previously evidenced by certificates may do so only by
mail:
1. REDEMPTION BY TELEPHONE
Telephone redemptions may be made by calling your Financial Advisor or
Service Provider. The minimum amount for telephone redemptions is $100
unless you require a lesser amount to complete a transaction in your Legg
Mason or affiliated brokerage account. Proceeds of redemptions requested
by telephone will be transmitted only to you. They may be transferred by
mail or wire, at your direction (see below). Proceeds of redemptions
authorized by telephone will be credited directly to your Legg Mason or
affiliated brokerage account the same day they are executed. Wire
transfers of proceeds to you or your Legg Mason or affiliated brokerage
account normally will be transmitted the same day they are executed.
To make a telephone redemption, you should call your Financial Advisor
or Service Provider and provide your name, the Trust's name, your Trust
account number and the number of shares or dollar amount you wish to
redeem. In the event that you are unable to reach your Financial Advisor
or Service Provider by telephone, you may make a redemption request by
mail.
You may request by telephone that your shares be redeemed and the
proceeds wired to your account at a commercial bank in the United States.
In order to initiate a wire redemption by telephone, you must inform your
Financial Advisor or Service Provider of the name and address of your bank
and your bank account number. If your designated bank is not a member of
the Federal Reserve System, the proceeds will be wired to a member bank
that has a correspondent relationship with your bank. The failure of the
member bank immediately to notify your bank of the wire transfer could
delay the crediting of redemption proceeds to your bank. An $18 fee for
using the wire redemption service will be deducted by Legg Mason from the
redemption proceeds that are wired to your bank.
The Trust will not be responsible for the authenticity of redemption
instructions received by telephone, provided it follows reasonable
procedures to identify the caller. The Trust may request identifying
information from callers or employ identification numbers. The Trust may
be liable for losses due to unauthorized or fraudulent instructions if it
does not follow reasonable procedures. Telephone redemption privileges are
available automatically to all shareholders unless certificates have been
issued. Shareholders who do not wish to have telephone redemption
privileges should call their Financial Advisor or Service Provider for
further instructions.
2. REDEMPTION BY CHECK
The Trust offers a free checkwriting service that permits you to write
checks to anyone in amounts of $500 or more. The checks will be paid at
the time they are received by BFDS for payment by redeeming the
appropriate number of shares in your account; the shares will earn
dividends until the check clears BFDS for payment. Please contact your
Financial Advisor or Service Provider for further information regarding
this service.
3. REDEMPTION BY MAIL
You may request the redemption of your shares by sending a letter
signed by all of the registered owners of the account to: "Legg Mason Cash
Reserve Trust, c/o Legg Mason Funds Processing, P.O. Box 1476, Baltimore,
Maryland 21203-1476." Any stock certificates issued for the shares must be
surrendered at the same time. For your protection, certificates, if any,
should be sent
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by registered mail. On all requests for the redemption of shares valued at
$10,000 or more, or when the proceeds of the redemption are to be paid to
someone other than you, your signature must have been guaranteed without
qualification by a national bank, a state bank, a member firm of a
principal stock exchange, or other entity described in Rule 17Ad-15 under
the Securities Exchange Act of 1934. Legg Mason or its affiliates may
request further documentation from corporations, executors, partnerships,
administrators, trustees or custodians. Checks normally will be mailed
within three business days of receipt of the proper redemption request to
your address of record or, in accordance with your written request, to
some other person.
4. REDEMPTION TO PAY FOR SECURITIES PURCHASES AT LEGG MASON
Legg Mason has established special redemption procedures for Trust
shareholders who wish to purchase stocks, bonds or other securities at
Legg Mason. You may place an order to buy securities through your
Financial Advisor or Service Provider and, in the absence of any
indication that you wish to make payment in another manner, Trust shares
will be redeemed on the settlement date for the amount due. Trust shares
may also be redeemed by Legg Mason to cover debit balances in your
brokerage account. Contact your Financial Advisor or Service Provider for
details.
To the extent permitted by law, the Trust reserves the right to take
up to seven days to make payment upon redemption if, in the judgment of
the Adviser, the Trust could be adversely affected by immediate payment.
(The Statement of Additional Information describes several other
circumstances in which the date of payment may be postponed or the right
of redemption suspended.)
There is no fee for redemptions with the exception of wire redemptions
by telephone as described above.
Because of the relatively high cost of maintaining small accounts, the
Trust may elect to close any account with a current value due to
redemptions of less than $500, by redeeming all of the shares in the
account and mailing the proceeds to you. If the Trust elects to redeem the
shares in your account, you will be notified that your account is below
$500 and will be allowed 60 days in which to make an additional investment
in order to avoid having your account closed.
To redeem your Legg Mason retirement account, a Distribution Request
Form must be completed and returned to Legg Mason Client Services for
processing. This form can be obtained through your Financial Advisor or
Service Provider or Legg Mason Client Services in Baltimore, Maryland.
Upon receipt of your form, your shares will be redeemed at the net asset
value per share determined as of the next close of the Exchange.
HOW NET ASSET VALUE IS DETERMINED
Net asset value per share of the Trust is determined twice daily, as
of 12:00 noon, Eastern time, and the close of business of the Exchange
(normally 4:00 p.m., Eastern time), on every day that the Exchange is
open, by subtracting the Trust's liabilities from its total assets and
dividing the result by the number of shares outstanding. The Trust
attempts to maintain a per share net asset value of $1.00 by using the
amortized cost method of valuation, but cannot guarantee that it will
always remain at $1.00.
DIVIDENDS
Dividends are declared daily and paid monthly. Dividends are
automatically reinvested on the payment dates in additional shares of the
Trust unless cash payments are requested by writing to your Financial
Advisor or Service Provider. Requests for payments of dividends in cash
must be received at least 10 days prior to a payment date in order to be
honored on that date.
If a shareholder has elected to receive dividends in cash and the
postal or other delivery service is unable to deliver checks to the
shareholder's address of record, such shareholder's distribution option
will automatically be converted to having all dividends reinvested in
additional shares. No interest will accrue on amounts represented by
uncashed distribution or redemption checks.
In certain cases, you may reinvest your dividends in shares of another
Legg Mason fund. Please contact your Financial Advisor or Service Provider
for additional information about this option.
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Since the Trust's policy is, under normal circumstances, to hold
portfolio securities to maturity and to value portfolio securities at
amortized cost, it does not expect to realize any capital gain or loss. If
the Trust does realize any net short-term capital gains, it will
distribute them at least once every 12 months.
TAX TREATMENT OF DIVIDENDS
The Trust intends to continue to qualify for treatment as a regulated
investment company under the Code so that it will be relieved of federal
income tax on that part of its investment company taxable income
(generally consisting of net investment income and any net short-term
capital gain) that is distributed to its shareholders. Such distributions
(whether paid in cash or reinvested in additional shares) are taxable to
the Trust's shareholders (other than Retirement Plans and other tax-exempt
investors) as ordinary income to the extent of the Trust's earnings and
profits.
The Trust sends each shareholder a notice following the end of each
calendar year specifying, among other things, the amount of all dividends
paid (or deemed paid) during that year. The Trust is required to withhold
31% of all dividends payable to any individuals and certain other
noncorporate shareholders who do not provide the Trust with a certified
taxpayer identification number or who otherwise are subject to backup
withholding.
The foregoing is only a summary of some of the important federal
income tax considerations generally affecting the Trust and its
shareholders; for further information, see the Statement of Additional
Information. In addition to federal income tax, you may also be subject to
state and local income taxes on dividends from the Trust, depending on the
laws of your home state and locality, though the portion of the dividends
paid by the Trust attributable to direct U.S. government obligations is
not subject to state and local income taxes in most jurisdictions. The
Trust's annual notice to shareholders regarding the amount of dividends
identifies this portion. Prospective shareholders are urged to consult
their tax advisers with respect to the effects of an investment in the
Trust on their own tax situations.
SHAREHOLDER SERVICES
CONFIRMATIONS AND REPORTS
An account statement will be sent to you monthly unless there has been
no activity in the account or you are purchasing shares through the Future
First Systematic Investment Plan or through automatic investments, in
which case an account statement will be sent quarterly. Reports will be
sent to shareholders at least semiannually showing the Trust's portfolio
and other information; the annual report will contain financial statements
audited by the Trust's independent auditors.
Shareholder inquiries should be addressed to "Legg Mason Cash Reserve
Trust, c/o Legg Mason Funds Processing, P.O. Box 1476, Baltimore, Maryland
21203-1476."
SYSTEMATIC WITHDRAWAL PLAN
You may elect to make systematic withdrawals from your Trust account
of a minimum of $50 on a monthly basis if you are purchasing or already
own shares with a net asset value of $5,000 or more. Please contact your
Financial Advisor or Service Provider for further information.
LEGG MASON PREMIER ASSET MANAGEMENT ACCOUNT
Certain shareholders may participate in Legg Mason's Premier Asset
Management Account, which combines the Trust Account, a preferred customer
VISA Gold debit card, a Legg Mason brokerage account with margin borrowing
availability and unlimited checks with no minimum check amount. Other
services include automatic transfer of free credit balances in a
participant's brokerage account to the Trust account and automatic
redemption of Trust shares to offset debit balances in the participant's
brokerage account. Legg Mason charges an annual fee for the Premier Asset
Management Account, which is currently $85 for individuals and $100 for
corporations and businesses. For further information, contact your
Financial Advisor or Service Provider.
EXCHANGE PRIVILEGE
As a Trust shareholder, you are entitled to exchange your shares of
the Trust for shares of any of the Legg Mason or Bartlett funds, provided
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that such shares are eligible for sale in your state of residence.
Investments by exchange into the Legg Mason or Bartlett funds sold
without an initial sales charge are made at the per share net asset value
determined on the same business day as redemption of the Trust shares you
wish to exchange. Investments by exchange into the Legg Mason or Bartlett
funds sold with an initial sales charge are made at the per share net
asset value, plus the applicable sales charge, determined on the same
business day as redemption of the Trust shares you wish to redeem; except
that no sales charge will be imposed upon proceeds from the redemption of
Trust shares to be exchanged that were originally purchased by exchange
from a fund on which the same or higher initial sales charge previously
was paid. There is no charge for the exchange privilege, but the Trust
reserves the right to terminate or limit the exchange privilege of any
shareholder who makes more than four exchanges from the Trust in one
calendar year. To obtain further information concerning the exchange
privilege and prospectuses of other Legg Mason or Bartlett funds, or to
make an exchange, please contact your Financial Advisor or Service
Provider. To effect an exchange by telephone, please call your Financial
Advisor or Service Provider with the information described in the section
"How You Can Redeem Your Trust Shares," page 9. Please read the prospectus
for the other fund(s) carefully before you invest by exchange. The Trust
reserves the right to modify or terminate the exchange privilege upon 60
days' notice to shareholders.
THE TRUST'S BOARD OF TRUSTEES AND MANAGER
BOARD OF TRUSTEES
The business and affairs of the Trust are managed under the direction
of the Trust's Board of Trustees.
MANAGER
Pursuant to a management agreement with the Trust, which was approved
by the Trust's Board of Trustees, Legg Mason Fund Adviser, Inc.
("Manager"), serves as the Trust's manager. The Manager manages the
non-investment affairs of the Trust, directs all matters related to the
operation of the Trust and provides office space and administrative staff
for the Trust. The Manager receives for its services a management fee
calculated daily and payable monthly at an annual rate equal to 0.50% of
the first $500 million of the Trust's average daily net assets, 0.475% of
the next $500 million, 0.45% of the next $500 million, 0.425% of the next
$500 million, and 0.40% of assets in excess of $2 billion. During the
fiscal year ended August 31, 1997, the Trust paid the Manager, pursuant to
the Management Agreement, a fee equal to 0.48% of the Trust's average
daily net assets.
The Manager acts as manager or investment adviser to seventeen
investment company portfolios which had aggregate assets under management
of approximately $9.3 billion as of November 30, 1997. The Manager's
address is 100 Light Street, Baltimore, Maryland 21202. The Manager is a
wholly owned subsidiary of Legg Mason, Inc., a financial services holding
company.
The Manager has taken steps that it believes are reasonably designed
to address the potential failure of computer programs used by the Manager
and the Trust's service providers to address the Year 2000 issue. There
can be no assurance that these steps will be sufficient to avoid any
adverse impact.
THE TRUST'S INVESTMENT ADVISER
Western Asset Management Company, another wholly owned subsidiary of
Legg Mason, Inc., serves as investment adviser to the Trust pursuant to
the terms of an Investment Advisory Agreement with the Manager, which was
approved by the Trust's Board of Trustees. The Adviser acts as the
portfolio manager for the Trust and is responsible for the actual
investment management of the Trust, including the responsibility for
making decisions and placing orders to buy, sell or hold a particular
security. For these services, the Manager (not the Trust) pays the Adviser
a fee, computed daily and payable monthly, at an annual rate equal to 30%
of the fee received by the Manager.
The Adviser also renders investment advice to sixteen open-end
investment companies and one closed-end investment company, which together
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had aggregate assets under management of approximately $4.8 billion as of
November 30, 1997. The Adviser also renders investment advice to private
accounts with fixed income assets under management of approximately $28.0
billion as of that date. The address of the Adviser is 117 East Colorado
Boulevard, Pasadena, California 91105.
THE TRUST'S DISTRIBUTOR
Legg Mason is the distributor of the Trust's shares pursuant to an
Underwriting Agreement with the Trust. The Underwriting Agreement
obligates Legg Mason to pay all expenses in connection with the offering
of shares of the Trust, including any compensation to its financial
advisors, the printing and distribution of prospectuses, statements of
additional information and periodic reports used in connection with the
offering to prospective investors, after the prospectuses, statements of
additional information and reports have been prepared, set in type and
mailed to existing shareholders at the Trust's expense, and for any
supplementary sales literature and advertising costs.
The Trust has adopted a Distribution and Shareholder Services Plan
("Plan") pursuant to Rule 12b-1 under the 1940 Act. The Plan provides that
as compensation for Legg Mason's ongoing services to investors and its
activities and expenses related to the sale and distribution of shares,
Legg Mason may receive payments at an annual rate of up to 0.15% of the
Trust's average daily net assets. However, Legg Mason has agreed that it
will not request payment of more than 0.10% annually from the Trust until
January 10, 1999. The distribution fee and the service fee are calculated
daily and paid monthly. The fees received by Legg Mason during any year
may be more or less than its cost of providing distribution and
shareholder services to the Trust. The offering of shares normally is
continuous.
Legg Mason may enter into agreements with unaffiliated dealers to sell
shares of the Trust. Legg Mason pays such dealers up to 90% of the
distribution and shareholder service fees that it receives from the Trust
with respect to shares sold by the dealers.
Legg Mason is a wholly owned subsidiary of Legg Mason, Inc., which is
also the parent of the Manager and Adviser. Legg Mason also assists BFDS
with certain of its duties as transfer agent; for the year ended August
31, 1997, Legg Mason received $566,000 for performing such services in
connection with the Trust.
The Chairman, President and Treasurer of the Trust are employed by
Legg Mason.
THE TRUST'S CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company, P.O. Box 1713, Boston, MA 02105,
is custodian for the securities and cash of the Trust. Boston Financial
Data Services, P.O. Box 953, Boston, MA 02103, is transfer agent for Trust
shares and dividend-disbursing agent for the Trust.
DESCRIPTION OF THE TRUST AND ITS SHARES
The Trust was established as a Massachusetts business trust under a
Declaration of Trust dated July 24, 1978. The Declaration of Trust
authorizes the Trust to issue an unlimited number of shares. Each share of
the Trust gives the shareholder one vote in trustee elections and other
matters submitted to shareholders for vote. Shares of the Trust are
fully-paid and non-assessable, and have no preemptive or conversion
rights.
The Trust does not hold annual shareholder meetings. Shareholder
approval will be sought only for certain changes in the Trust's operation
and for the election of trustees under certain circumstances. Trustees may
be removed by the trustees or by shareholders at a special meeting. A
special meeting of the Trust will be called by the trustees upon the
written request of shareholders owning at least 10% of the Trust's
outstanding shares; shareholders wishing to call such a meeting should
submit a written request to the Trust at 100 Light Street, Baltimore,
Maryland 21202, stating the purpose of the proposed meeting and the
matters to be acted upon.
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THE
LEGG MASON
CASH RESERVE TRUST
STATEMENT OF ADDITIONAL INFORMATION
Legg Mason Cash Reserve Trust ("Trust") is a no-load, open-end,
diversified management investment company investing in money market instruments
to achieve stability of principal and current income consistent with stability
of principal. In attempting to achieve this objective, the Trust's investment
adviser, Western Asset Management Company ("Adviser"), invests in a portfolio of
high-quality money market instruments maturing in 397 days or less. The Trust
attempts to maintain a stable net asset value per share of $1.00 and a
dollar-weighted average maturity of 90 days or less, although there can be no
assurance that it will always be able to do so.
This Statement of Additional Information is not a prospectus and should
be read in conjunction with the Trust's Prospectus dated December 31, 1997 which
has been filed with the Securities and Exchange Commission ("SEC"). A copy of
the Prospectus is available without charge from the Trust's distributor, Legg
Mason Wood Walker, Incorporated ("Legg Mason") (address and telephone numbers
listed below).
Dated: December 31, 1997
LEGG MASON WOOD WALKER
INCORPORATED
- --------------------------------------------------------------------------------
100 Light Street
Baltimore, Maryland 21202
(410) 539-0000 (800) 822-5544
<PAGE>
ADDITIONAL INFORMATION ABOUT INVESTMENT
LIMITATIONS AND POLICIES
The Trust's investment objective is stability of principal and current
income consistent with stability of principal. The investment objective cannot
be changed without shareholder approval.
TYPES OF INVESTMENTS The Trust invests in high-quality money market instruments
that mature in 397 days or less and that include, but are not limited to, bank
instruments, commercial paper and variable rate demand master notes, corporate
bonds, U.S. government obligations, repurchase agreements and instruments
secured by any of these obligations.
BANK INSTRUMENTS In addition to domestic bank obligations such as
certificates of deposit, demand and time deposits, savings shares and bankers'
acceptances, the Trust may invest in Eurodollar certificates of deposit issued
by foreign branches of U.S. or foreign banks.
WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS These transactions are
made to secure what is considered to be an advantageous price and yield for the
Trust. Settlement dates may be a month or more after entering into these
transactions, and the market values of the securities purchased may vary from
the purchase prices in the interim. No fees or other expenses, other than normal
transaction costs, are incurred. However, liquid assets of the Trust sufficient
to make payment for the securities to be purchased are maintained in a
segregated account with the Trust's custodian until the transaction is settled.
REVERSE REPURCHASE AGREEMENTS The Trust may enter into reverse
repurchase agreements to the extent permitted by its investment limitations.
These transactions are similar to borrowing cash. In a reverse repurchase
agreement the Trust transfers possession of a portfolio instrument to another
person, such as a financial institution or broker-dealer, in return for a
percentage of the instrument's market value in cash and agrees that on a
stipulated date in the future the Trust will repurchase the portfolio instrument
by remitting the original consideration plus interest at an agreed-upon rate.
The use of reverse repurchase agreements may enable the Trust to avoid selling
portfolio instruments at a time when a sale may be deemed to be disadvantageous,
but the ability to enter into reverse repurchase agreements does not ensure such
an outcome.
When effecting reverse repurchase agreements, liquid assets in a dollar
amount sufficient to make payment for the obligations to be purchased are
maintained in a segregated account with the Trust's custodian until the
transaction is settled.
FOREIGN SECURITIES The Trust may invest in foreign securities that are
not publicly traded in the United States. Investments in obligations of banking
entities located outside the United States involve certain risks that are
different from investments in securities of domestic banks. These risks may
include adverse foreign economic and political developments, the imposition of
foreign laws or restrictions that may adversely affect payment of principal and
interest on such obligations held by the Trust, and the imposition of foreign
exchange controls and of withholding taxes on interest income payable on such
obligations held by the Trust. In addition, there may be less public information
available about a foreign bank than is generally available about domestic banks.
Furthermore, foreign banking institutions may not be subject to the same
accounting, auditing and financial recordkeeping standards and requirements as
are domestic banks and branches. All securities purchased by the Trust will be
denominated in U.S. dollars.
In an effort to minimize these risks, the Adviser will purchase
foreign-issued money market instruments only from the branches of those banks
that are among the largest and most highly rated in various industrialized
nations. On an ongoing basis, the Adviser will monitor the credit risk of such
foreign banks by using third party services which provide credit and sovereign
risk analysis. Also, the Adviser will not purchase obligations that it believes,
at the time of purchase, will be subject to exchange controls or withholding
taxes. Investment will be limited to obligations of bank branches located in
countries where sovereign risk is
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considered by the Adviser to be minimal; however, there can be no assurance that
exchange control laws, withholding taxes or other similar laws will not become
applicable to certain of the Trust's investments.
RESTRICTED AND ILLIQUID SECURITIES Restricted securities are securities
subject to legal or contractual restrictions on their resale, such as private
placements. Such restrictions might prevent the sale of restricted securities at
a time when sale would otherwise be desirable. Although restricted securities
traditionally were considered illiquid, the Adviser, acting pursuant to
guidelines established by the Trust's Board of Trustees, may determine that
certain restricted securities are liquid.
Illiquid securities may be difficult to value, and the Trust may have
difficulty disposing of such securities promptly. Repurchase agreements maturing
in more than seven days are considered illiquid.
PORTFOLIO TURNOVER The Trust normally holds portfolio instruments to maturity
but may dispose of them prior to maturity if the Adviser believes it advisable.
Investing in short-term money market instruments will result in high portfolio
turnover. Because the cost of these transactions is small, this turnover is not
expected to adversely affect net asset value or yield to any significant degree.
INVESTMENT LIMITATIONS The Trust has adopted certain fundamental investment
limitations, described below, which cannot be changed without approval of
shareholders. Except for the Trust's investment objective and the eleven
limitations described below, the investment policies and limitations of the
Trust are non- fundamental and can be changed by the Board of Trustees without
shareholder approval.
1. SELLING SHORT AND BUYING ON MARGIN The Trust will not sell any money market
instruments short or purchase any money market instruments on margin but may
obtain such short-term credits as may be necessary for clearance of purchases
and sales of money market instruments.
2. BORROWING MONEY The Trust will not borrow money except as a temporary measure
for extraordinary or emergency purposes and then only in amounts not in excess
of 5% of the value of its total assets. In addition, the Trust may enter into
reverse repurchase agreements and otherwise borrow up to one-third of the value
of its total assets, including the amount borrowed, in order to meet redemption
requests without immediately selling portfolio instruments. This latter practice
is not for investment leverage but solely to facilitate management of the
portfolio by enabling the Trust to meet redemption requests when the liquidation
of portfolio instruments would be inconvenient or disadvantageous.
Interest paid on borrowed funds will not be available for investment.
The Trust will liquidate any such borrowings as soon as possible and may not
purchase any portfolio instruments while any borrowings are outstanding.
However, during the period any reverse repurchase agreements are outstanding,
but only to the extent necessary to assure completion of the reverse repurchase
agreements, the Trust will restrict the purchase of portfolio instruments to
money market instruments maturing on or before the expiration date of the
reverse repurchase agreements.
3. INVESTING IN COMMODITIES, MINERALS, OR REAL ESTATE The Trust will not invest
in commodities, commodity contracts, oil, gas, or other mineral programs, or
real estate, except that it may purchase money market instruments issued by
companies that invest in or sponsor such interests.
4. UNDERWRITING The Trust will not engage in underwriting of securities issued
by others.
5. LENDING CASH OR SECURITIES The Trust will not lend any of its assets, except
that it may purchase or hold money market instruments, including repurchase
agreements and variable amount demand master notes, permitted by its investment
objective and policies.
6. ACQUIRING SECURITIES The Trust will not acquire the voting securities of any
issuer. It will not invest in securities issued by any other investment company,
except as part of a merger, consolidation, or other acquisition. It will not
invest in securities of a company for the purpose of exercising control or
management.
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7. DIVERSIFICATION OF INVESTMENTS The Trust will not purchase securities issued
by any one issuer having a value of more than 5% of the value of its total
assets except cash or cash items, repurchase agreements, and U.S. government
obligations. The Trust considers the type of bank obligations it purchases as
cash items (however, as a non-fundamental policy, the Trust will apply the 5%
limitation to bank obligations other than demand deposits).
8. CONCENTRATION OF INVESTMENTS The Trust will not purchase money market
instruments if, as a result of such purchase, more than 25% of the value of its
total assets would be invested in any one industry. However, investing in bank
instruments (such as time and demand deposits and certificates of deposit), U.S.
government obligations or instruments secured by these money market instruments,
such as repurchase agreements, shall not be considered investments in any one
industry.
9. INVESTING IN ISSUERS WHOSE SECURITIES ARE OWNED BY OFFICERS OF THE TRUST The
Trust will not purchase or retain the securities of any issuer if the officers
and trustees of the Trust or its investment adviser owning individually more
than 1/2 of 1% of the issuer's securities together own more than 5% of the
issuer's securities.
10. DEALING IN PUTS AND CALLS The Trust will not invest in puts, calls,
straddles, spreads, or any combination of these.
11. ISSUING SENIOR SECURITIES The Trust will not issue senior securities, except
as permitted by the investment objective and policies and investment limitations
of the Trust.
Except with respect to the one-third limitation on borrowing money, if
a percentage limitation is adhered to at the time of investment, a later
increase or decrease in percentage resulting from any change in value or net
assets will not result in a violation of such restriction.
The Trust did not borrow money or invest in reverse repurchase
agreements in excess of 5% of the value of its total assets during the last
fiscal year and, at present, has no intent to do so.
As noted above, the investment objective and fundamental investment
limitations of the Trust, described in the preceding paragraphs and in the
Prospectus, may not be changed without the vote of a majority of the Trust's
outstanding voting securities. Under the Investment Company Act of 1940, as
amended ("1940 Act"), a "vote of a majority of the outstanding voting
securities" of the Trust means the affirmative vote of the lesser of (1) more
than 50% of the outstanding shares of the Trust or (2) 67% or more of the shares
present at a shareholders' meeting if more than 50% of the outstanding shares
are represented at the meeting in person or by proxy.
ADDITIONAL TAX INFORMATION
In order to continue to qualify for treatment as a regulated investment
company under the Internal Revenue Code of 1986, as amended, the Trust 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 must meet several additional requirements. Among these requirements
are the following: (1) at least 90% of the Trust's gross income each taxable
year must be derived from dividends, interest and gains from the sale or other
disposition of securities, or other income derived with respect to its business
of investing in securities; (2) at the close of each quarter of the Trust'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, 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 Trust's total assets; and (3) at the
close of each quarter of the Trust's taxable year, not more than 25% of the
value of its total assets may be invested in securities (other than U.S.
government securities) of any one issuer.
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The Trust will be subject to a nondeductible 4% 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 any capital gain net income for the
one-year period ending on October 31 of that year, plus certain other amounts.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Shares are sold at their net asset value without a sales charge on days
the New York Stock Exchange ("Exchange") is open for business. The procedure for
purchasing shares of the Trust is explained in the Prospectus under "How You Can
Invest in the Trust".
CONVERSION TO FEDERAL FUNDS
It is the Trust's policy to be as fully invested as possible so that
maximum interest may be earned. To this end, all payments from shareholders must
be in federal funds or be converted into federal funds. This conversion must be
made before shares are purchased. Legg Mason or Boston Financial Data Services
("BFDS") acts as the shareholders' agent in depositing checks and converting
them to federal funds, normally within two to nine business days of receipt of
checks.
A cash deposit made after the daily cashiering deadline of the Legg
Mason office in which the deposit is made will be credited to your Legg Mason
brokerage account ("Brokerage Account") on the next business day following the
day of deposit, and the resulting free credit balance will be invested on the
second business day following the day of receipt.
REDEMPTION BY WIRE
The Trust redeems shares at the next computed net asset value after
Legg Mason receives the redemption request. Redemption procedures are explained
in the Prospectus under "How You Can Redeem Your Trust Shares". When payment for
shares is in the form of federal funds, the 10-day potential delay described in
the Prospectus does not apply.
REDEMPTION IN KIND
The Trust reserves the right, under certain conditions, to honor any
request for a redemption, or combination of requests from the same shareholder
in any 90-day period, totalling $250,000 or 1% of the net assets of the Trust,
whichever is less, by making payment in whole or in part by securities valued in
the same way as they would be valued for purposes of computing the Trust'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
the market price of those securities will be subject to fluctuation until they
are sold. The Trust 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 shareholders as a whole.
FUTURE FIRST SYSTEMATIC INVESTMENT PLAN AND TRANSFER OF FUNDS FROM FINANCIAL
INSTITUTIONS
When you purchase shares through the Future First Systematic Investment
Plan, BFDS, the Trust's transfer agent, will transfer funds to be used to buy
shares of the Trust. Legg Mason, the Trust's distributor, will send an account
statement quarterly. The transfer also will be reflected on your Legg Mason
account statement or your regular checking account statement. You may terminate
the Future First Systematic Investment Plan at any time without charge or
penalty.
You may also buy additional shares of the Trust through a plan
permitting transfers of funds from a financial institution. Certain financial
institutions may allow you, on a pre-authorized basis, to have $50 or more
automatically transferred monthly for investment in shares of the Trust to:
Boston Financial Data Services, Inc.
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2 Heritage Drive
North Quincy, MA 02171
Attn: Legg Mason Funds
If the investor's check is not honored by the institution on which it
is drawn, the investor may be subject to extra charges in order to cover
collection costs. These charges may be deducted from the investor's account.
SYSTEMATIC WITHDRAWAL PLAN
You may also elect to make systematic withdrawals from your Trust
account of a minimum of $50 on a monthly basis if you own shares with a net
asset value of $5,000 or more. 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 net asset value determined as of the close of
the Exchange on the first day of each month. If the Exchange is not open for
business on that day, the shares will be redeemed at the net asset value
determined as of the close 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 distributions on all shares in your Trust account
must be automatically reinvested in Trust shares. You may terminate the
Systematic Withdrawal Plan at any time without charge or penalty. The Trust, its
transfer agent, Legg Mason and its affiliates 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. If the periodic withdrawals exceed reinvested dividends and
distributions, the amount of your original investment will be correspondingly
reduced.
LEGG MASON PREMIER ASSET MANAGEMENT ACCOUNT/VISA ACCOUNT
Shareholders of the Trust who have cash or negotiable securities
(including Trust shares) valued at $20,000 or more in accounts with Legg Mason
may subscribe to Legg Mason's Premier Asset Management Account ("Premier"). This
program provides a direct link between a shareholder's Trust account and his or
her Brokerage Account. Premier provides shareholders with a convenient method to
invest in the Trust through their Brokerage Accounts, which includes automatic
daily investment of free credit balances of $100 or more and automatic weekly
investment of free credit balances of less than $100.
Premier is a comprehensive financial service which combines a
shareholder's Trust account, a preferred customer VISA Gold debit card, a Legg
Mason Brokerage Account and unlimited checkwriting with no minimum check amount.
Premier is offered as an exclusive preferred customer service for shareholders
of certain Legg Mason funds.
The VISA Gold debit card may be used to purchase merchandise or
services from merchants honoring VISA or to obtain cash advances (which a bank
may limit to $5,000 or less, per account per day) from any bank honoring VISA.
Checks, VISA charges and cash advances are posted to the shareholder's
margin account and create automatic same day redemptions if shares are available
in the Trust. If Trust shares have been exhausted, the debits will remain in the
margin account, reducing the cash available. The shareholder will receive one
consolidated monthly statement which details all Trust transactions, securities
activity, check writing activity and VISA Gold purchases and cash advances.
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BancOne Columbus ("BancOne"), 757 Carolyn Avenue, Columbus, Ohio 43271,
is the Trust's agent for processing payment of VISA Gold debit card charges and
clearance of checks written on the Premier Account. Shareholders are subject to
BancOne's rules and regulations governing VISA accounts, including the right of
BancOne not to honor VISA drafts in amounts exceeding the authorization limit of
the shareholder's account at the time the VISA draft is presented for payment.
The authorization limit is determined daily by taking the shareholder's Trust
account balance and subtracting (1) all shares purchased within 15 days by other
than federal funds wired; (2) all shares for which certificates have been
issued; and (3) any previously authorized VISA transaction.
PREFERRED CUSTOMER CARD SERVICES Unlike some other investment programs
which offer the VISA card privilege, Premier also includes travel/accident
insurance at no added cost when shareholders purchase travel tickets with their
Premier VISA Gold debit card. Coverage is provided through VISA and extends up
to $250,000.
If a VISA Gold debit card is lost or stolen, the shareholder should
report the loss immediately by contacting Legg Mason directly between the hours
of 8:30 a.m. and 5:00 p.m., or BancOne (collect) after hours at 1-614-248-4242.
Those shareholders who subscribe to the Premier VISA account privilege may be
liable for the unauthorized use of their VISA Gold debit card in amounts up to
$50.
Legg Mason is responsible for all Premier VISA Gold debit card
inquiries as well as billing and account resolutions. Simply call Legg Mason
Premier Client Services directly between 8:30 a.m. and 5:00 p.m., Eastern time,
at 1-800-253-0454 or 1-410-528-2066 with your account inquiries.
AUTOMATIC PURCHASES OF TRUST SHARES For shareholders participating in
the Premier program who sell shares held in their Brokerage Account, any free
credit balances of $100 or more in a single account resulting from any such sale
will automatically be invested in shares of the Trust on the same business day
the proceeds of sale are credited to the Brokerage Account. Free credit balances
of less than $100 will be invested in Trust shares weekly.
Free credit balances arising from sales of Brokerage Account shares for
cash (i.e., same-day settlement), redemption of debt securities, dividend and
interest payments and cash deposits will be invested automatically in Trust
shares on the next business day following the day the transaction is credited to
the Brokerage Account.
Trust shares will receive the next dividend declared following purchase
(normally 12:00 noon, Eastern time, on the following business day). A purchase
order will not become effective until cash in the form of federal funds is
received by the Trust.
HOW TO OPEN A PREMIER ACCOUNT To subscribe to Premier services, clients
must contact Legg Mason to execute both a Premier Agreement with Legg Mason and
a VISA Account Application and Agreement with BancOne. Legg Mason charges a fee
for the Premier service, which is currently $85 per year for individuals and
$100 per year for businesses and corporations. Legg Mason reserves the right to
alter or waive the conditions upon which a Premier account may be opened. Both
Legg Mason and BancOne reserve the right to terminate or modify any
shareholder's Premier services at their discretion.
You may request Premier Account status by filling out the Premier Asset
Management Account Agreement and Check Application which can be obtained from
your financial advisor. You will receive your VISA Gold debit card (if
applicable) from BancOne. The Premier VISA Gold debit card may be used at over 8
million locations, including 23,000 ATMs, in 24 countries around the world.
Premier checks will be sent to you directly. There is no limit on the number of
checks you may write against your Premier account.
Shareholders should be aware that the various features of the Premier
program are intended to provide easy access to assets in their accounts and that
the Premier account is not a bank account.
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Additional information about the Premier program is available by calling your
financial advisor or Legg Mason's Premier Client Services.
OTHER INFORMATION REGARDING REDEMPTION
The Trust reserves the right to modify or terminate the check, wire,
telephone or VISA Gold card redemption services described in the Prospectus and
this Statement of Additional Information at any time.
You may request the Trust's checkwriting service by sending a written
request to Legg Mason. State Street Bank and Trust Company ("State Street"), the
Trust's custodian, will supply you with checks which can be drawn on an account
of the Trust maintained with State Street. When honoring a check presented for
payment, the Trust will cause State Street to redeem exactly enough full and
fractional shares from your account to cover the amount of the check. Canceled
checks will be returned to you.
Check redemption is subject to State Street's rules and regulations
governing checking accounts. Checks should not be used to close a Trust account
because when the check is written you will not know the exact total value of the
account, including accrued dividends, on the day the check clears. Persons who
obtained certificates for their shares may not use the checkwriting service.
The date of payment for a redemption may not be postponed for more than
seven days, and the right of redemption may not be suspended except (1) for any
periods during which the Exchange is closed , (2) when trading in markets the
Trust normally utilizes is restricted, or an emergency, as defined by rules and
regulations of the SEC, exists, making disposal of the Trust's investments or
determination of its net asset value not reasonably practicable, or (3) for such
other periods as the SEC by regulation or order may permit for protection of the
Trust'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.
Although the Trust may elect to redeem any shareholder account with a
current value of less than $500, the Trust will not redeem accounts that fall
below $500 solely as a result of a reduction in net asset value per share.
TAX-DEFERRED RETIREMENT ACCOUNTS AND PLANS
In general, income earned through the investment of assets of
qualified retirement accounts and plans is not taxed to the beneficiaries
thereof until the income is distributed to them. Investors who are considering
establishing such an account or plan should consult their attorneys or tax
advisers with respect to individual tax questions. The option of investing in
these accounts or plans through regular payroll deductions may be arranged with
a Legg Mason or affiliated financial advisor and your employer. Additional
information with respect to these accounts or plans is available upon request
from any Legg Mason or affiliated financial advisor.
INDIVIDUAL RETIREMENT ACCOUNT - IRA
Certain investors who have not reached age 70 1/2 may obtain tax
advantages by establishing IRAs. Specifically, 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 in such a plan and your
adjusted gross income does not exceed a certain level, you may deduct cash
contributions made to an IRA in an amount for each taxable year not exceeding
the lesser of 100% of your and your spouse's earned income or $2,000 ($4,000 for
a married couple filing a joint return); notwithstanding the foregoing, however,
a married investor who is not an active participant in such a plan and files
jointly 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 neither contribution exceeds
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$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.
Furthermore, individuals whose earnings (together with their spouse's earnings)
do not exceed a certain level may establish an "education IRA" and/or a "Roth
IRA", although contributions to these new types of IRAs (established by the
Taxpayer Relief Act of 1997) are nondeductible, withdrawals from them will not
be taxable under certain circumstances.
Even if you are not in one of the categories described in the preceding
paragraph, you may find it advantageous to invest in shares of the Trust through
IRA contributions up to certain limits, because all dividends on your Trust
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, when the
distribution is rolled over into another qualified plan or certain other
situations.
SIMPLIFIED EMPLOYEE PENSION PLAN - SEP
Legg Mason makes available to corporate and other employers a SEP for
investment in shares of the Trust.
SAVINGS INCENTIVE MATCH PLAN FOR EMPLOYEES - SIMPLE
An employer with no more than 100 employees that does not maintain
another retirement plan instead 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, allows certain employees to make elective contributions of up to $6,000
per year and requires the employer to make matching contributions up to 3% of
each such employee's salary.
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 or
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.
Investors should consult their plan administrator or tax adviser for further
information.
VALUATION OF SHARES
The Trust attempts to stabilize the value of a share at $1.00. Net
asset value will not be calculated on days when the Exchange is closed. The
Exchange currently observes the following holidays: New Year's Day, Martin
Luther King's Birthday, Presidents' Day, Good Friday, Memorial Day, Independence
Day, Labor Day, Thanksgiving and Christmas.
USE OF THE AMORTIZED COST METHOD The trustees have decided that the
best method for determining the value of portfolio instruments is amortized
cost. Under this method, portfolio instruments are valued at the acquisition
cost as adjusted for amortization of premium or accretion of discount rather
than at current market value. The Board of Trustees periodically assesses the
accuracy and appropriateness of this method of valuation.
The Trust's use of the amortized cost method of valuing portfolio
instruments depends on its compliance with Rule 2a-7 under the 1940 Act. Under
that Rule, the trustees must establish procedures reasonably designed to
stabilize the net asset value per share, as computed for purposes of
distribution and
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redemption, at $1.00 per share, taking into account current market conditions
and the Trust's investment objective.
Under the Rule, the Trust is permitted to purchase instruments which
are subject to demand features or standby commitments. As defined by the Rule, a
demand feature entitles the Trust to receive the principal amount of the
instrument from the issuer or a third party (1) on no more than 30 days' notice
or (2) at specified intervals, not exceeding one year, on no more than 30 days'
notice. A standby commitment entitles the Trust to achieve same day settlement
and to receive an exercise price equal to the amortized cost of the underlying
instrument plus accrued interest at the time of exercise.
Although demand features and standby commitments are techniques that
are defined as "puts" under the Rule, the Trust does not consider them to be
"puts" as that term is used in the Trust's investment limitations. Demand
features and standby commitments are features which enhance an instrument's
liquidity, and the investment limitation which proscribes puts is designed to
prohibit the purchase and sale of put and call options and is not designed to
prohibit the Trust from using techniques which enhance the liquidity of
portfolio instruments.
MONITORING PROCEDURES The Trust's procedures include monitoring the
relationship between the amortized cost value per share and net asset value per
share based upon available indications of market value. If there is a difference
of more than 0.5% between the two, the trustees will take any steps they
consider appropriate (such as shortening the dollar-weighted average portfolio
maturity) to minimize any material dilution or other potentially unfair results
arising from differences between the two methods of determining net asset value.
INVESTMENT RESTRICTIONS Rule 2a-7 requires the Trust, if it wishes to
value its assets at amortized cost, to limit its investments to instruments
that, (i) in the opinion of the Adviser, present minimal credit risk and (ii)(a)
are rated in the two highest rating categories by at least two nationally
recognized statistical rating organizations ("NRSROs")(or one, if only one NRSRO
has rated the security) or, (b) if unrated, are determined to be of comparable
quality by the Adviser, all pursuant to procedures determined by the Board of
Trustees ("Eligible Securities"). Securities that were long-term when issued,
but that have 397 days or less remaining to maturity, and that lack an
appropriate short-term rating, may be eligible if they are comparable in
priority and security to a rated short-term security, unless the former security
has a long-term rating below AA/Aa.
The Trust may invest no more than 5% of its total assets in securities
that are Eligible Securities but have not been rated in the highest short-term
ratings category by at least two NRSROs (or by one NRSRO, if only one NRSRO has
assigned the obligation a short-term rating) or, if the obligations are unrated,
determined by the Adviser to be of comparable quality ("Second Tier
Securities"). In addition, the Trust will not invest more than 1% of its total
assets or $1 million (whichever is greater) in the Second Tier Securities of a
single issuer.
The Rule requires the Trust to maintain a dollar-weighted average
portfolio maturity appropriate to the objective of maintaining a stable net
asset value of $1.00 per share and in any event not more than 90 days. In
addition, under the Rule, no instrument with a remaining maturity (as defined by
the Rule) of more than 397 days can be purchased by the Trust; except that the
Trust may hold securities with maturities greater than 397 days as collateral
for repurchase agreements and other collateralized transactions of short
duration. Certain variable rate securities in which the Trust invests may have a
remaining maturity of more than 397 days. However, pursuant to regulations of
the SEC, the Trust is permitted to treat these securities as having a maturity
of no more than 397 days, based on the times at which the interest rates of
these securities are reset and/or the Trust is permitted to redeem them on
demand.
Should the disposition of a portfolio security result in a
dollar-weighted average portfolio maturity of more than 90 days, the Trust will
invest its available cash to reduce the average maturity to 90 days or less as
soon as possible.
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It is the Trust's usual practice to hold portfolio securities to
maturity and realize par, unless the Adviser determines that sale or other
disposition is appropriate in light of the Trust's investment objective. Under
the amortized cost method of valuation, neither the amount of daily income nor
the net asset value is affected by any unrealized appreciation or depreciation
of the portfolio.
In periods of declining interest rates, the indicated daily yield on
shares of the Trust, computed by dividing the annualized daily income on the
Trust's investment portfolio by the net asset value computed as above, may tend
to be higher than a similar computation made by using a method of valuation
based upon market prices and estimates.
In periods of rising interest rates, the indicated daily yield on
shares of the Trust computed the same way may tend to be lower than a similar
computation made by using a method of calculation based upon market prices and
estimates.
HOW THE TRUST'S YIELD IS CALCULATED
The current annualized yield for the Trust is based on a seven-day
period and is computed by determining the net change in the value of a
hypothetical account in the Trust. The net change in the value of the account
includes the value of dividends and of additional shares purchased with
dividends, but does not include gains and losses or unrealized appreciation and
depreciation. In addition, the Trust may use a compound effective annualized
yield quotation which is calculated as prescribed by SEC regulations, by adding
one to the base period return (calculated as described above), raising the sum
to a power equal to 365 divided by 7, and subtracting one.
The Trust's yield may fluctuate daily depending upon such factors as
the average maturity of its securities, changes in investments, changes in
interest rates and variations in operating expenses. Therefore, current yield
does not provide a basis for determining future yields. The fact that the
Trust's current yield will fluctuate and that shareholders' principal is not
guaranteed or insured should be considered in comparing the Trust's yield with
yields on fixed-income investments, such as insured savings certificates. In
comparing the yield of the Trust to other investment vehicles, consideration
should be given to the investment policies of each, including the types of
investments owned, lengths of maturities of the portfolio, the method used to
compute the yield and whether there are any special charges that may reduce the
yield.
OTHER INFORMATION
The Trust's performance data quoted in advertising and other
promotional materials ("Performance Advertisements") represent past performance
and are not intended to predict or indicate future results. The return on an
investment in the Trust will fluctuate. In Performance Advertisements, the Trust
may compare its taxable yield with data published by Lipper Analytical Services,
Inc. for money market funds ("Lipper"), CDA Investment Technologies, Inc.
("CDA"), IBC/Donoghue's Money Market Fund Report ("Donoghue"), Morningstar
Mutual Funds ("Morningstar") or Wiesenberger Investment Companies Service
("Wiesenberger") or with the performance of recognized stock and other indexes,
including (but not limited to) the Standard & Poor's 500 Composite Stock Price
Index ("S&P 500"), the Dow Jones Industrial Average ("Dow Jones") and the
Consumer Price Index as published by the U.S. Department of Commerce.
The types of securities in which the Trust invests are different from
those included in the Standard & Poor's and Dow Jones indices which track the
performance of the equity markets. The S&P 500 and Dow Jones are accepted as
broad-based measures of the equity markets. Calculation of those indices assumes
reinvestment of dividends and ignores brokerage and other costs of investing.
The Trust also may refer in such materials to mutual fund performance rankings
and other data, such as comparative asset, expense and fee levels, published by
Lipper, CDA, Donoghue, Morningstar or Wiesenberger. Performance Advertisements
also may refer to discussions of the Trust and comparative mutual fund data and
ratings reported in independent periodicals, including (but not limited to) THE
WALL STREET JOURNAL, MONEY Magazine, FORBES, BUSINESS WEEK, FINANCIAL WORLD,
BARRON'S, THE NEW YORK TIMES and FORTUNE.
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The Trust may also compare its performance with the performance of bank
certificates of deposit ("CDs") as measured by the CDA Investment Technologies,
Inc. Certificate of Deposit Index and the Bank Rate Monitor National Index. In
comparing the Trust's performance to CD performance, investors should keep in
mind that bank CDs are insured in whole or part by an agency of the U.S.
Government and offer fixed principal and fixed or variable rates of interest,
and that bank CD yields may vary depending on the financial institution offering
the CD and prevailing interest rates. Trust shares are not insured or guaranteed
by the U.S. Government or any agency thereof and returns thereon will fluctuate.
While the Trust seeks to maintain a stable net asset value of $1.00 per share,
there can be no assurance that it will be able to do so.
In advertising, the Trust 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 Trust may use other recognized
sources as they become available.
The Trust 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 Trust 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 Trust may also include in advertising biographical information on
key investment and managerial personnel.
The Trust 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 grown to provide a full spectrum of financial
services. Legg Mason affiliates serve as investment advisers for private
accounts and mutual funds with assets of more than $51 billion as of September
30, 1997.
In advertising, the Trust 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.
MASSACHUSETTS TRUST LAW
Under certain circumstances, shareholders may be held personally liable
under Massachusetts law for obligations of the Trust. To protect its
shareholders, the Trust's Declaration of Trust, filed with the Commonwealth of
Massachusetts, expressly disclaims the liability of its shareholders for acts or
obligations of the Trust. The Declaration requires notice of this disclaimer to
be given in each agreement, obligation or instrument the Trust or its trustees
enter into or sign.
In the unlikely event a shareholder, based on the mere fact of being a
shareholder, is held personally liable for the Trust's obligations, the Trust is
required to use its property to protect or compensate the shareholder. On
request, the Trust will defend any claim made, and pay any judgment, against
such a shareholder for any act or obligation of the Trust. Therefore, financial
loss resulting from liability as a shareholder will occur only if the Trust
itself cannot meet its obligations to indemnify shareholders and pay judgments
against them.
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THE TRUST'S TRUSTEES AND OFFICERS
The Trust's officers are responsible for the operation of the Trust
under the direction of the Board of Trustees. The officers and trustees of the
Trust and their principal occupations during the past five years are set forth
below. An asterisk(*) indicates officers and/or trustees who are "interested
persons" of the Trust, as defined in the 1940 Act. The address of each officer
and trustee is 100 Light Street, Baltimore, Maryland 21202, unless otherwise
indicated.
JOHN F. CURLEY, JR.*, [7/24/39] Chairman of the Board, President and
Trustee; Vice Chairman and Director of Legg Mason Wood Walker, Inc. and Legg
Mason, Inc.; Director of Legg Mason Fund Adviser, Inc. and Western Asset
Management Company (each a registered investment adviser); Officer and/or
Director of various other affiliates of Legg Mason, Inc.; President and/or
Chairman of the Board and Director/Trustee of nine Legg Mason funds.
CHARLES F. HAUGH, [12/27/25] Trustee; 14201 Laurel Park Drive, Ste.
208, Laurel, Maryland. Real Estate Developer and Investor; President and
Director of Resource Enterprises, Inc. (real estate brokerage); Partner in
Greater Laurel Health Park Ltd. Partnership (real estate investment and
development); Chairman of Resource Realty LLC (management of retail and office
space); Director/Trustee of nine Legg Mason funds.
ARNOLD L. LEHMAN, [7/18/44] Trustee; The Brooklyn Museum of Art, 200
Eastern Parkway, Brooklyn, NY. Director, The Brooklyn Museum of Art;
Director/Trustee of nine Legg Mason funds. Formerly: Director, Baltimore Museum
of Art.
JILL E. McGOVERN, [8/29/44] Trustee; 1500 Wilson Blvd., Arlington,
Virginia. Chief Executive Officer of the Marrow Foundation. Director/Trustee of
nine Legg Mason funds. Formerly: Executive Director of the Baltimore
International Festival (1991- 1993).
RICHARD G. GILMORE, [6/9/27] Trustee; 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 nine Legg Mason funds.
T.A. RODGERS, [10/22/34] Trustee; 2901 Boston Street, Baltimore,
Maryland. Principal, T. A. Rodgers & Associates (management consulting).
Director/Trustee of nine Legg Mason funds. Formerly: Director and Vice President
of Corporate Development, Polk Audio, Inc. (manufacturer of audio components)
(1991-1992).
EDWARD A. TABER*, [8/25/43] Trustee; Senior Executive Vice President of
Legg Mason, Inc. and Legg Mason Wood Walker, Inc.; Chairman and Director of Legg
Mason Fund Adviser, Inc. and Director of Western Asset Management Company (a
registered investment adviser); President and/or Director/Trustee of eight Legg
Mason funds. Formerly: Executive Vice President of T. Rowe Price-Fleming
International, Inc. (1986-1992) and Director of the Taxable Fixed Income
Division at T. Rowe Price Associates, Inc. (1973-1992).
EDMUND J. CASHMAN, Jr. *, [8/31/36] Trustee; Senior Executive Vice
President and Director of Legg Mason, Inc.; Officer and/or Director of various
other affiliates of Legg Mason, Inc.; President or Vice Chairman of the Board
and Director/Trustee of four Legg Mason funds.
The executive officers of the Trust, other than those who also serve as
trustees, are:
MARIE K. KARPINSKI*, [1/1/49] Vice President and Treasurer; Treasurer
of Legg Mason Fund Adviser, Inc.; Vice President and Treasurer of nine Legg
Mason funds and Vice President of Legg Mason Fund Adviser, Inc.,; Vice President
of Legg Mason Wood Walker, Inc.
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KATHI D. BAIR*, [12/15/64] Secretary; Secretary of nine Legg Mason
funds; Assistant Treasurer of three Legg Mason funds.
BRIAN M. EAKES*, [12/9/69] Assistant Secretary and Assistant
Treasurer; employee of Legg Mason, Inc. since July 1995. Formerly: Senior
Associate - Audit of Coopers & Lybrand L.L.P. (Aug. 1992 - June 1995).
Officers and trustees of the Trust who are interested persons of the
Trust receive no salary or fees from the Trust. Each trustee who is not an
interested person of the Trust ("Independent Trustees") receives an annual
retainer and a per meeting fee based on the average net assets of the Trust at
December 31, of the previous year, as follows:
December 31 Annual Per Meeting
Avg. Net Assets Retainer Fee
--------------- -------- ---
Up to $250 million $600 $150
$250 mill - $1 bill $1,200 $300
Over $1 billion $2,000 $400
The Nominating Committee of the Board of Trustees is responsible for
the selection and nomination of disinterested trustees. The Committee is
composed of Messrs. Haugh, Gilmore, Rodgers and Lehman and Dr. McGovern, each of
whom is a disinterested trustee as that term is defined in the 1940 Act.
At December 1, 1997, the trustees and officers of the Trust
beneficially owned, in the aggregate, less than 1% of the Trust's outstanding
shares.
TRUSTEE LIABILITY The Trust's Declaration of Trust provides that the trustees
will not be liable for errors of judgment or mistakes of fact or law. However,
they are not protected against any liability to which they would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties involved in the conduct of their office.
The following table provides certain information relating to the
compensation of the Trust's trustees for the fiscal year ended August 31, 1997.
The Trust has no retirement plan for its trustees.
COMPENSATION TABLE
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<TABLE>
<CAPTION>
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NAME OF PERSON AND POSITION AGGREGATE COMPENSATION FROM TOTAL COMPENSATION FROM TRUST
TRUST* AND FUND COMPLEX PAID TO
TRUSTEES**
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<S> <C>
John F. Curley, Jr. -
Chairman of the Board and Trustee None None
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Charles F. Haugh - Trustee $3,200 $22,500
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Arnold L. Lehman - Trustee $3,200 $22,500
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Jill E. McGovern - Trustee $3,200 $22,500
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Richard G. Gilmore - Trustee $3,200 $22,500
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T.A. Rodgers - Trustee $3,200 $22,500
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Edward A. Taber - Trustee None None
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Edmund J. Cashman, Jr. - Trustee None None
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</TABLE>
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* Represents fees paid to each trustee during the fiscal year ended August
31, 1997.
** Represents aggregate compensation paid to each trustee during the
calendar year ended December 31, 1997.
MANAGEMENT AGREEMENT
Legg Mason Fund Adviser, Inc. ("Manager"), 100 Light Street, Baltimore,
Maryland 21202, is a wholly owned subsidiary of Legg Mason, Inc. which is also
the parent of Legg Mason Wood Walker, Incorporated. The Manager serves as the
manager for the Trust under a Management Agreement dated July 18, 1988, which
provides that, subject to the overall direction by the Board of Trustees, the
Manager will manage the investment and other affairs of the Trust. Under the
Management Agreement, the Manager is responsible for managing the Trust's
securities and for making purchases and sales of securities consistent with the
investment objectives and policies described in the Trust's Prospectus and this
Statement of Additional Information.
The Manager has delegated the portfolio management functions for the
Trust to the Adviser, Western Asset Management Company. The Manager is obligated
to furnish the Trust with office space and certain administrative services, as
well as executive and other personnel necessary for the operation of the Trust.
The Manager and its affiliates also are responsible for the compensation of
trustees and officers of the Trust who are employees of the Manager and/or its
affiliates.
The Manager receives for its services a management fee, calculated
daily and payable monthly, based upon the average daily net assets of the Trust
as follows: 0.50% on the first $500 million; 0.475% on the next $500 million;
0.45% on the next $500 million; 0.425% on the next $500 million and 0.4%
thereafter. During the fiscal years ended August 31, 1997, 1996 and 1995, the
Trust paid $6,110,012, $5,896,533 and $4,640,893, respectively, to the Manager.
During the fiscal years ended August 31, 1996, and 1995, Legg Mason contributed
$400,000,and $480,000, respectively, to offset a portion of the Trust's net
realized losses.
Under the Management Agreement, the Manager will not be liable for any
error of judgment or mistake of law or for any loss suffered by the Trust in
connection with the performance of the Management Agreement, except a loss
resulting from a breach of fiduciary duty with respect to the receipt of
compensation for services or losses resulting from willful misfeasance, bad
faith or gross negligence in the performance of its duties or from reckless
disregard of its obligations or duties under the Agreement.
The Management Agreement terminates automatically upon assignment and
is terminable at any time without penalty by vote of the Trust's Board of
Trustees, by vote of a majority of the outstanding voting securities or by the
Manager, on not less than 60 days' notice to the other party, and may be
terminated immediately upon the mutual written consent of the Manager and the
Trust.
The Trust pays all of its expenses which are not expressly assumed by
the Manager. These expenses include, among others, interest expense, taxes,
brokerage fees and commissions, expenses of preparing prospectuses, statements
of additional information, proxy statements and reports and of printing them for
and distributing them to existing shareholders, custodian charges, transfer
agency fees, compensation of the independent trustees, legal and audit expenses,
insurance expenses, expenses of registering and qualifying shares of the Trust
for sale under federal and state law, governmental fees and expenses incurred in
connection with membership in investment company organizations. The Trust also
is obligated to pay the expenses for maintenance of its financial books and
records, including computation of the Trust's net asset value per share, and
dividends. The Trust also is liable for such nonrecurring expenses as may arise,
including litigation to which the Trust may be a party. The Trust may also have
an obligation to indemnify the trustees and officers of the Trust with respect
to litigation.
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<PAGE>
Under the Management Agreement, the Trust 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 the Manager.
INVESTMENT ADVISORY AGREEMENT
The Adviser, Western Asset Management Company, 117 East Colorado
Boulevard, Pasadena, CA 91105, an affiliate of Legg Mason, serves as investment
adviser to the Trust under an Investment Advisory Agreement dated July 18, 1988,
between the Adviser and the Manager ("Advisory Agreement"). The Advisory
Agreement was most recently approved by the Board of Trustees, including a
majority of the trustees who are not "interested persons" of the Trust, the
Adviser or the Manager, on November 7, 1997. Under the Advisory Agreement, the
Adviser is responsible, subject to the general supervision of the Manager and
the Trust's Board of Trustees, for the actual management of the Trust's assets,
including the responsibility for making decisions and placing orders to buy,
sell or hold a particular security. For the Adviser's services to the Trust, the
Manager (not the Trust) pays the Adviser a fee, computed daily and payable
monthly, at an annual rate of 30% of the fee received by the Manager from the
Trust. During the years ended August 31, 1997, 1996 and 1995, the Manager paid
the Adviser $1,833,004, $1,768,960 and $1,392,268, respectively, pursuant to the
Advisory Agreement.
Under the Advisory Agreement, the Adviser will not be liable for any
error of judgment or mistake of law or for any loss suffered by the Manager or
by the Trust in connection with the performance of the Advisory 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 by it of its obligations or duties under the
Agreement.
The Advisory Agreement terminates automatically upon assignment and is
terminable at any time without penalty by vote of the Trust's Board of Trustees,
by vote of a majority of the Trust's outstanding voting securities, by the
Manager or by the Adviser, on not less than 60 days' notice to the Trust and/or
the other party(ies). The Advisory Agreement will be terminated immediately upon
any termination of the Management Agreement or upon the mutual written consent
of the Adviser, the Manager and the Trust.
THE TRUST'S DISTRIBUTOR
Legg Mason acts as distributor of the Trust's shares pursuant to an
Underwriting Agreement. The Underwriting Agreement obligates Legg Mason to
promote the sale of Trust 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 Trust's expense), and for
supplementary sales literature and advertising costs.
The Trust has adopted a Distribution and Shareholder Services Plan
("Plan") which, among other things, permits the Trust to pay Legg Mason fees for
its services related to sales and distribution of shares and the provision of
ongoing services to shareholders. Under the Plan, the aggregate fees may not
exceed an annual rate of 0.15% of the Trust's average daily net assets. Legg
Mason has agreed that it will not request payment of more than 0.10% annually
from the Trust during the first two years following implementation of the Plan,
which occurred on January 10, 1997. 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. The Plan was approved by the shareholders of the Trust
on March 8, 1996.
Effective January 10, 1997, the Trust began compensating Legg Mason for
distribution costs and services at an annual rate equal to 0.10% of its average
daily net assets. During the year ended August 31, 1997, the Trust paid Legg
Mason $833,064 pursuant to the Underwriting Agreement. The Plan specifies that
the Trust may not pay more in cumulative distribution fees than 6.25% of total
new gross assets, plus interest,
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<PAGE>
as specified in the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. ("NASD"). Shareholder servicing fees paid under the
Plan are not subject to that limit. Legg Mason may pay all or a portion of the
fee to its financial advisors or to dealers with which Legg Mason has a dealer
agreement with respect to the Trust.. The continuation of the Plan was approved
on November 7, 1997 by the Board of Trustees, including a majority of the
trustees who are not "interested persons" of the Trust 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 Trustees").
In approving the continuation of the Plan, in accordance with the
requirements of Rule 12b-1, the trustees determined that there was a reasonable
likelihood that the Plan would benefit the Trust and its shareholders. The
trustees considered, among other things, the extent to which the potential
benefits of the Plan to the Trust's shareholders outweighed 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 shares of the
Trust would be likely to maintain or increase the amount of compensation paid by
the Trust to its Manager.
In considering the costs of the Plan, the trustees particularly
considered the fact that any payments made by the Trust to Legg Mason under the
Plan would increase the Trust's level of expenses in the amount of such
payments. Further, the trustees recognized that the Manager would earn greater
management fees if the Trust's assets were increased, because such fees are
calculated as a percentage of the Trust's assets and thus would increase if net
assets increase. The trustees further recognized that there can be no assurance
that any of the potential benefits described below would be achieved when the
Plan is implemented.
The trustees 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 Trust and to maintain and enhance the level of
services they provide to the Trust's shareholders. These efforts, in turn, could
lead to increased sales and reduced redemptions, eventually enabling the Trust
to achieve economies of scale and lower per share operating expenses. Any
reduction in such expenses would serve to offset, in whole or in part, the
additional expenses incurred by the Trust in connection with the Plan.
Furthermore, the investment management of the Trust 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 Trustees, including a
majority of the 12b-1 Trustees, 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 Trustees or by a vote of a majority of the outstanding
voting shares. Any change in the Plan that would materially increase the
distribution cost to the Trust requires shareholder approval; otherwise the Plan
may be amended by the trustees, including a majority of the 12b-1 Trustees, as
previously described.
In accordance with Rule 12b-1, the Plan provides that Legg Mason will
submit to the Trust's Board of Trustees, and the trustees 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 candidates to serve as
Independent Trustees will be committed to the discretion of the Independent
Trustees.
PORTFOLIO TRANSACTIONS AND BROKERAGE
Under the Advisory Agreement, the Adviser is responsible for the
execution of portfolio transactions. Debt securities are generally traded on a
"net" basis without a stated commission, through dealers acting for
17
<PAGE>
their own account and not as brokers. Prices paid to a dealer in debt securities
will generally include a "spread", which is the difference between the prices at
which the dealer is willing to purchase and sell the specific security at the
time, and includes the dealer's normal profit. Some portfolio transactions may
be executed through brokers acting as agents. In selecting brokers or dealers,
the Adviser must seek the most favorable price (including the applicable dealer
spread) and execution for such transactions, subject to the possible payment as
described below of higher brokerage commissions for agency transactions to
brokers who provide research and analysis. The Trust may not always pay the
lowest commission or spread available. Rather, in placing orders on behalf of
the Trust, the 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. The Trust paid no brokerage commissions, nor did it allocate any
transactions to dealers for research, analysis, advice or similar services
during any of its last three fiscal years.
Consistent with the policy of most favorable price and execution, the
Adviser may give consideration to research, statistical and other services
furnished by brokers or dealers to the Adviser for its use, may place orders
with brokers who provide supplemental investment and market research and
securities and economic analysis, and, for agency transactions, may pay to these
broker-dealers a higher brokerage commission than may be charged by other
brokers. Such research and analysis may be useful to the Adviser in connection
with services to clients other than the Trust. The Adviser's fee is not reduced
by reason of its receiving such brokerage and research services.
The Trust may not buy securities from, or sell securities to, Legg
Mason or its affiliated persons as principal. However, the Trust's Board of
Trustees has adopted procedures in conformity with Rule 10f-3 under the 1940 Act
whereby the Trust may purchase securities that are offered in underwritings in
which Legg Mason or any of its affiliated persons is a participant.
Investment decisions for the Trust are made independently from those of
other funds and accounts advised by the Adviser. 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 Trust may not always hold portfolio securities to maturity, but may
sell a security to buy another which has a higher yield because of short-term
market movements. This may result in high portfolio turnover. The Trust does not
anticipate incurring significant brokerage expense in connection with such
transactions, since ordinarily they will be made directly with the issuer or a
dealer on a net price basis.
THE TRUST'S CUSTODIAN AND TRANSFER AND
DIVIDEND-DISBURSING AGENT
State Street Bank and Trust Company, P.O. Box 1713, Boston, MA 02105
serves as custodian of the Trust's assets. Boston Financial Data Services, P.O.
Box 953, Boston, MA 02103 serves as transfer and dividend-disbursing agent and
administrator of various shareholder services.
THE TRUST'S LEGAL COUNSEL
Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue, N.W.,
Washington, D.C. 20036-1800, serves as counsel to the Trust.
THE TRUST'S INDEPENDENT AUDITORS
Ernst & Young LLP, 2 Commerce Square, 2001 Market Street, Philadelphia,
PA, has been selected by the Board of Trustees to serve as the Trust's
independent auditors.
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<PAGE>
FINANCIAL STATEMENTS
The Trust's Statement of Net Assets as of August 31, 1997; the
Statement of Operations for the year ended August 31, 1997; the Statement of
Changes in Net Assets for the fiscal years ended August 31, 1997 and 1996; the
Financial Highlights for the years ended August 31, 1993 through 1997; the Notes
to Financial Statements and the Report of Ernst & Young LLP, Independent
Auditors, are hereby incorporated by reference in this Statement of Additional
Information from the Trust's annual report for the year ended August 31, 1997.
19
<PAGE>
TABLE OF CONTENTS
Page
----
Additional Information About Investment
Limitations and Policies 2
Additional Tax Information 4
Additional Purchase and Redemption Information 5
Tax-Deferred Retirement Accounts and Plans 9
Valuation of Shares 10
How the Trust's Yield is Calculated 11
Massachusetts Trust Law 13
The Trust's Trustees and Officers 13
Management Agreement 15
Investment Advisory Agreement 16
The Trust's Distributor 17
Portfolio Transactions and Brokerage 18
The Trust's Custodian and Transfer and Dividend-
Disbursing Agent 19
The Trust's Legal Counsel 19
The Trust's Independent Auditors 19
Financial Statements 20
No person has been authorized to give any information or to make any
representations not contained in the Prospectus or this Statement of Additional
Information in connection with the offering made by the Prospectus and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Trust or its distributor. The Prospectus and the
Statement of Additional Information do not constitute an offering by the Trust
or by the principal underwriter in any jurisdiction in which such offering may
not lawfully be made.
LEGG MASON WOOD WALKER
INCORPORATED
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100 Light Street
P.O. Box 1476
Baltimore, Maryland 21203-1476
(410) 539-0000
