LEGG MASON INCOME TRUST INC
N-30D, 1995-08-28
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<PAGE>
INVESTMENT MANAGER
      Legg Mason Fund Adviser, Inc.
      Baltimore, MD
INVESTMENT ADVISER
      Western Asset Management Company
      Pasadena, CA
BOARD OF DIRECTORS
      John F. Curley, Jr., Chairman
      Edmund J. Cashman, Jr., Vice Chairman
      Edward A. Taber, III, President
      Richard G. Gilmore
      Charles F. Haugh
      Arnold L. Lehman
      Dr. Jill E. McGovern
      T. A. Rodgers
TRANSFER AND SHAREHOLDER SERVICING AGENT
      Boston Financial Data Services
      Boston, MA
CUSTODIAN
      State Street Bank & Trust Company
      Boston, MA
COUNSEL
      Kirkpatrick & Lockhart
      Washington, D.C.
INDEPENDENT ACCOUNTANTS
      Coopers & Lybrand L.L.P.
      Baltimore, MD
      THIS REPORT IS NOT TO BE DISTRIBUTED UNLESS PRECEDED OR ACCOMPANIED BY A
      PROSPECTUS.
                    LEGG MASON WOOD WALKER, INCORPORATED
 
                          111 South Calvert Street
                   P.O. Box 1476, Baltimore, MD 21203-1476
                       410 (Bullet) 539 (Bullet) 0000
     (recycle logo) PRINTED ON RECYCLED PAPER
     LMF-022
                             REPORT TO SHAREHOLDERS
                            FOR THE SIX MONTHS ENDED
                                 JUNE 30, 1995
                                      THE
                                   LEGG MASON
                                   INVESTMENT
                                     GRADE
                                     INCOME
                                   PORTFOLIO
                           PUTTING YOUR FUTURE FIRST
                              (Legg Mason logo)
<PAGE>
     TO OUR SHAREHOLDERS,
         The Legg Mason Investment Grade Income Portfolio is a mutual fund
     designed for investors who wish to earn a high level of current income
     from a diversified portfolio consisting principally of investment
     grade bonds and other debt securities. Investment grade securities
     have received one of the four highest ratings from Moody's Investors
     Service or Standard & Poor's Corporation, or are considered by the
     fund's investment adviser to be of equivalent quality.
         On June 30, 1995, the Legg Mason Investment Grade Income Portfolio
     had a 30-day annualized yield of 6.52%, an average life of 10.8 years,
     and net assets per share of $10.11. During the quarter and six months
     ended June 30, the fund's total returns* (not annualized) were a very
     attractive 6.3% and 12.7%, respectively, as the value of our portfolio
     holdings rose in response to declining interest rates. Our total
     return in the twelve months through June 30 was 12.9% -- also
     attractive, but only slightly higher than the six-month return shown
     above, reflecting the fact that the July-December 1994 period was one
     of rising interest rates and falling fixed-income securities prices.
         Many fund shareholders regularly add to their fund holdings by
     authorizing automatic, monthly transfers from their bank checking
     accounts or Legg Mason money market funds. Your Investment Executive
     will be happy to help you make these arrangements if you would like to
     purchase fund shares in this convenient way.
                                          Sincerely,
                                          (signature)
                                          John F. Curley, Jr.
                                          Chairman
     August 7, 1995
 
     * Total return measures investment performance in terms of
       appreciation or depreciation in the fund's net asset value per
       share, plus capital gain distributions and dividends. It assumes
       that capital gain distributions and dividends were reinvested in the
       fund at the times they were paid.
 
<PAGE>
     STATEMENT OF NET ASSETS
     LEGG MASON INCOME TRUST, INC.
     INVESTMENT GRADE INCOME PORTFOLIO
     JUNE 30, 1995  (UNAUDITED)
<TABLE>
<CAPTION>
                                      Principal
(Amounts in Thousands)                 Amount       Value
<S>           <C>                     <C>          <C>
CORPORATE BONDS AND NOTES -- 40.8%
Fixed-rate Securities -- 38.9%
FINANCE -- 5.2%
Discover Credit Corp.
  8.92%       3/15/96                  $ 1,000     $ 1,014
GATX Leasing Corporation
  10%         1/1/96                     1,000       1,014
Salomon Inc.
  8.45%       2/17/97                    1,000       1,025
Western Financial Savings Bank
  F.S.B.
  8.5%        7/1/03                     1,000         985
                                                     4,038
FOOD AND BEVERAGE -- 2.3%
RJR Nabisco, Inc.
  8.75%       8/15/05                      640         657
Seagram (Jos. E.) & Son
  9.65%       8/15/18                      900       1,092
                                                     1,749
INDUSTRIAL -- 9.8%
Lockheed Corporation
  7.875%      3/15/23                    1,000       1,012
Nabisco, Inc.
  6.85%       6/15/05                      300         297
  7.55%       6/15/15                      500         496
SPX Corporation
  11.75%      6/1/02                     2,500       2,620
Westpoint Stevens Inc.
  8.75%       12/15/01                   1,000         985
WMX Technologies, Inc.
  6.22%       4/30/04                    2,000       2,118
                                                     7,528
MANUFACTURING -- 1.3%
Black and Decker Corporation
  7%          2/1/06                     1,000         967
MEDIA AND ENTERTAINMENT -- 4.1%
Columbia Pictures Entertainment
  9.875%      2/1/98                       250         269
News America Holdings Incorporated
  8.875%      4/26/23                    1,000       1,085
Time Warner Entertainment Company,
  L.P.
  8.375%      7/15/33                    1,500       1,468

<CAPTION>
                                      Principal
(Amounts in Thousands)                 Amount       Value
<S>           <C>                     <C>          <C>
MEDIA AND ENTERTAINMENT --continued
Time Warner Inc.
  9.15%       2/1/23                   $   300     $   311
                                                     3,133
MULTI-INDUSTRY -- 1.2%
Loews Corporation
  7.625%      6/1/23                     1,000         965
OIL AND GAS -- 6.6%
Coastal Corporation
  11.75%      6/15/06                      160         173
  9.625%      5/15/12                    1,185       1,347
Louis Dreyfus Natural Gas
  Corporation
  9.25%       6/15/04                    1,000       1,052
Occidental Petroleum Corporation
  9.625%      7/1/99                     1,500       1,542
Phillips Petroleum Company
  7.2%        11/1/23                    1,000         935
                                                     5,049
TRANSPORTATION -- 4.2%
AMR Corporation
  9%          8/1/12                       510         539
Delta Air Lines, Inc.
  7.79%       12/1/98                    1,000       1,020
United Airlines, Inc.
  11.21%      5/1/14                     1,400       1,700
                                                     3,259
UTILITIES -- 4.2%
First PV Funding Corporation
  10.15%      1/15/16                    1,000       1,029
North Atlantic Energy Corporation
  9.05%       6/1/02                     1,415       1,418
System Energy Resources, Inc.
  7.43%       1/15/11                      800         774
                                                     3,221
Indexed Security (A) -- 1.9%
Caterpillar Financial Services
  Corporation
  6.065%      11/24/98                   1,500       1,477
Total Corporate Bonds and Notes
  (Identified Cost -- $30,782)                      31,386
<CAPTION>
</TABLE>
 
2
 
<PAGE>
<TABLE>
<CAPTION>
                                       Principal
(Amounts in Thousands)                  Amount       Value
<S>           <C>                      <C>          <C>
ASSET-BACKED SECURITIES -- 3.9%
ADVANTA Home Equity Loan Trust
  5.95%       3/25/09                   $ 1,503     $ 1,442
ContiMortgage Home Equity
  Loan Trust
  8.6%        6/15/25                     1,500       1,543
Total Asset-backed Securities
  (Identified Cost -- $2,980)                         2,985

MORTGAGE-BACKED SECURITIES -- 7.6%
Fixed-rate Securities -- 2.2%
Resolution Trust Corporation
  7.85%       9/25/21                       359         358
  10%         5/25/22                     1,016       1,051
  7.75%       5/25/24                       288         288
                                                      1,697
Variable-rate Securities(B) -- 5.4%
Resolution Trust Corporation
  7.408%      5/25/19                       877         841
  6.763%      12/30/22                    1,780       1,728(C)
  11.094%     1/25/25                     1,067       1,105
  8.135%      9/25/29                       477         481
                                                      4,155
Total Mortgage-backed Securities
  (Identified Cost -- $5,959)                         5,852

U.S. GOVERNMENT AND AGENCY OBLIGATIONS -- 35.4%

Federal National Mortgage Association
  6.3%        6/15/98                     1,000       1,001
  0%(D)       11/1/01                       600         552
                                                      1,553
Guaranteed Export Trust 1995-A
  6.28%       6/15/04                     1,000         999
United States Treasury Bonds
  11.625%     11/15/04                    2,000       2,750(E)
  12%         8/15/13                     2,170       3,201
  7.5%        11/15/24                      970       1,073
  7.625%      2/15/25                     3,500       3,953
                                                     10,977
United States Treasury Notes
  6.125%      5/15/98                     6,600       6,643
  6.75%       4/30/00                     1,000       1,030
</TABLE>
<TABLE>
<CAPTION>
                                      Principal
(Amounts in Thousands)                  Amount       Value
<S>           <C>                     <C>           <C>
United States Treasury
  Notes -- Continued
  6.25%       5/31/00                   $1,360      $ 1,375
  5.875%      6/30/00                    4,000        3,983
  7.5%        2/15/05                      600          653
                                                     13,684
Total U.S. Government and Agency
  Obligations
  (Identified Cost -- $26,496)                       27,213
 
U.S. GOVERNMENT AGENCY MORTGAGE-BACKED
  SECURITIES -- 6.5%

Fixed-rate Securities -- 4.1%
Federal Home Loan Mortgage
  Corporation
  8.75%       10/1/01                       75           77
  6.5%        9/15/15                      315          314
                                                        391
Federal National Mortgage
  Association
  6.5%        5/25/03                    1,200        1,194
  8%          4/25/06                    1,000        1,042
  9.15%       9/25/18                      508          526
                                                      2,762
Variable-rate Security(B) -- 2.4%
Federal Home Loan Mortgage
  Corporation
  6.662%      9/1/24                     1,828        1,863
Total U.S. Government Agency
  Mortgage-backed Securities
  (Identified Cost -- $4,933)                         5,016
 
YANKEE BONDS(F) -- 4.1%
Hydro-Quebec
  8.05%       7/7/24                     1,200        1,312
Province de Quebec
  7.125%      2/9/24                     2,000        1,859
Total Yankee Bonds
  (Identified Cost -- $3,311)                         3,171
</TABLE>
 
                                                                               3
 
<PAGE>
     STATEMENT OF NET ASSETS -- CONTINUED
     LEGG MASON INCOME TRUST, INC.
     INVESTMENT GRADE INCOME PORTFOLIO
<TABLE>
<CAPTION>
                                      Principal
(Amounts in Thousands)                 Amount      Value
<S>                                   <C>         <C>

SHORT-TERM INVESTMENTS -- 2.0%
U.S. Government Obligation -- 1.3%
United States Treasury Bill
  5.51%      7/20/95                   $ 1,000    $   997
Repurchase Agreement -- 0.7%
Salomon Brothers, Inc.
  6.05% dated 6/30/95, to be
  repurchased at $515 on 7/3/95
  (Collateral: $468 United States
  Treasury Notes, 8.875% due 2/15/99,
  value $531)                              515        515
Total Short-term Investments
  (Identified Cost -- $1,515)                       1,512
Total Investments -- 100.3%
  (Identified Cost -- $75,976)                     77,135
Other Assets Less
Liabilities -- (0.3%)                                (250)
NET ASSETS CONSISTING OF:
Accumulated paid-in capital
  applicable to 7,603 shares
  outstanding                           78,784
Undistributed net investment
  income                                    82
Accumulated net realized loss
  on investments, options and
  futures                               (3,042)
Unrealized appreciation of
  investments, options and futures       1,061
NET ASSETS -- 100.0%                              $76,885
NET ASSET VALUE PER SHARE                         $ 10.11
</TABLE>
 
<TABLE>
<CAPTION>
                                                  Net
                                              Appreciation
(Amounts in Thousands)                       (Depreciation)
<S>                              <C>         <C>
Option Written
Seven-year Constant Maturity
  Treasury Calls
  May 97 Strike Price $7.30          2,000(G)      $   97
Futures Contracts Purchased
Five-year Treasury Note
  Futures Sept. 95                      30(G)         286
Ten-year Treasury Note
  Futures Sept. 95                      42(G)         (12)
Futures Contracts Sold
Five-year Treasury Note
  Futures Sept. 95                      70(G)        (275)
                                                   $   (1)
</TABLE>
 
 (A) INDEXED SECURITY -- THE RATE OF INTEREST EARNED ON THIS SECURITY IS TIED TO
     THE CONSTANT MATURITY TREASURY INDEX (CMT). THE COUPON RATE SHOWN IS THE
     RATE AT JUNE 30, 1995.
 (B) THE COUPON RATES SHOWN ON FLOATING OR ADJUSTABLE RATE SECURITIES ARE THE
     RATES AT JUNE 30, 1995. THESE RATES VARY WITH THE WEIGHTED AVERAGE COUPON
     OF THE UNDERLYING LOANS.
 (C) RULE 144A SECURITY -- A SECURITY PURCHASED PURSUANT TO RULE 144A UNDER THE
     SECURITIES ACT OF 1933 WHICH MAY NOT BE RESOLD SUBJECT TO THAT RULE EXCEPT
     TO QUALIFIED INSTITUTIONAL BUYERS.
 (D) ZERO-COUPON BOND -- A BOND WITH NO PERIODIC INTEREST PAYMENTS WHICH IS SOLD
     AT SUCH A DISCOUNT SO AS TO PRODUCE A CURRENT YIELD-TO-MATURITY. THIS
     PARTICULAR ZERO-COUPON BOND IS CALLABLE ON NOVEMBER 1, 1996. IF NOT CALLED,
     INTEREST WILL ACCRUE AT 7.99% UNTIL MATURITY.
 (E) COLLATERAL TO COVER OPTION WRITTEN AND FUTURES CONTRACTS SOLD.
 (F) YANKEE BOND -- DOLLAR-DENOMINATED BOND ISSUED IN THE U.S. BY FOREIGN
     ENTITIES.
 (G) ACTUAL NUMBER OF CONTRACTS.
     SEE NOTES TO FINANCIAL STATEMENTS.
4
 
<PAGE>
     STATEMENT OF OPERATIONS
     LEGG MASON INCOME TRUST , INC.
     INVESTMENT GRADE INCOME PORTFOLIO
     FOR THE SIX MONTHS ENDED JUNE 30, 1995  (UNAUDITED)
<TABLE>
<CAPTION>
      (Amounts in Thousands)
<S>                                                                                                     <C>              <C>
INVESTMENT INCOME:
        Interest                                                                                                         $ 2,669
EXPENSES:
        Management fee                                                                                  $  211
        Distribution and service fees                                                                      176
        Transfer agent and shareholder servicing expense                                                    37
        Custodian fee                                                                                       34
        Legal and audit fees                                                                                14
        Registration fees                                                                                   11
        Reports to shareholders                                                                              9
        Directors' fees                                                                                      4
        Other expenses                                                                                       2
                                                                                                           498
          Less fees waived                                                                                (192)
          Total expenses, net of waivers                                                                                     306
      NET INVESTMENT INCOME                                                                                                2,363
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
        Realized gain on investments, options and futures                                                  498
        Change in unrealized appreciation of investments, options and futures                            5,633
      NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS                                                                      6,131
      INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                                   $ 8,494
</TABLE>
 
     SEE NOTES TO FINANCIAL STATEMENTS.
                                                                               5
 
<PAGE>
     STATEMENT OF CHANGES IN NET ASSETS
     LEGG MASON INCOME TRUST , INC.
     INVESTMENT GRADE INCOME PORTFOLIO
<TABLE>
<CAPTION>
                                                                                   For the Six
                                                                                   Months Ended                     For the
                                                                                     June 30,                     Year Ended
(Amounts in Thousands)                                                                 1995                    December 31, 1994
                                                                                   (Unaudited)
<S>                                                                                <C>                         <C>
CHANGE IN NET ASSETS:
      Net investment income                                                          $  2,363                       $ 4,128
      Net realized gain (loss) on investments, options and futures                        498                        (3,131)
      Change in unrealized appreciation of investments, options and futures             5,633                        (4,483)
      Change in net assets resulting from operations                                    8,494                        (3,486)
      Distributions to shareholders from:
        Net investment income                                                          (2,363)                       (4,128)
        Net realized gain on investments                                                --                             (287)
      Increase in net assets from Fund share transactions                               4,558                         5,316
      Increase in net assets                                                           10,689                        (2,585)
NET ASSETS:
        Beginning of period                                                            66,196                        68,781
        End of period (including undistributed net investment income
          of $82 at the end of both periods)                                         $ 76,885                       $66,196
</TABLE>
 
     SEE NOTES TO FINANCIAL STATEMENTS.
6
 
<PAGE>
     FINANCIAL HIGHLIGHTS
     LEGG MASON INCOME TRUST , INC.
     INVESTMENT GRADE INCOME PORTFOLIO
         Contained below is per share operating performance data for a share of
     common stock outstanding, total investment return, ratios to average net
     assets and other supplemental data. This information has been derived from
     information provided in the financial statements.
<TABLE>
<CAPTION>
                                         For the Six
                                        Months Ended          For the Years Ended December 31,
                                        June 30, 1995   1994       1993      1992        1991       1990
                                         (Unaudited)
<S>                                         <C>         <C>        <C>       <C>         <C>        <C>
PER SHARE OPERATING PEFORMANCE:
      Net asset value, beginning of
        period                               $9.27       $10.40     $10.71     $10.71     $9.97     $10.29
      Net investment income(A)                0.32         0.60       0.62       0.66      0.76       0.84
      Net realized and unrealized gain
        (loss) on investments                 0.84        (1.09)      0.33       0.25      0.77      (0.28)
      Total from investment operations        1.16        (0.49)      0.95       0.91      1.53       0.56
      Distributions to shareholders:
        Net investment income                (0.32)       (0.60)     (0.62)     (0.66)    (0.76)     (0.84)
        Net realized gain on
          investments                           --        (0.04)     (0.63)     (0.25)    (0.03)     (0.04)
        In excess of net realized gain
          on investments                        --           --      (0.01)        --        --         --
      Total distributions                    (0.32)       (0.64)     (1.26)     (0.91)    (0.79)     (0.88)
      Net asset value, end of period        $10.11        $9.27     $10.40     $10.71    $10.71      $9.97
      Total return                            12.7%(B)     (4.8)%     11.2%       6.8%     16.0%       5.8%
RATIOS/SUPPLEMENTAL DATA:
      Ratios to average net assets:
        Expenses(A)                           0.87%(C)      0.85%      0.85%     0.85%     0.71%       0.50%                  
        Net investment income(A)              6.7%(C)       6.1%       5.6%      6.1%      7.3%        8.3%
      Portfolio turnover rate               174.2%(C)     200.1%     348.2%    316.7%    212.5%       54.9%
      Net assets, end of period
        (in thousands)                     $76,885       $66,196    $68,781    $48,033   $36,498    $22,994
</TABLE>
 
   (A) NET OF FEES WAIVED AND REIMBURSEMENTS MADE BY THE MANAGER FOR EXPENSES IN
       EXCESS OF VOLUNTARY EXPENSE LIMITATIONS AS FOLLOWS: 0.5% UNTIL DECEMBER
       31, 1990; 0.65% UNTIL APRIL 30, 1991; 0.7% UNTIL OCTOBER 31, 1991; 0.8%
       UNTIL DECEMBER 31, 1991; 0.85% UNTIL APRIL 30, 1995; AND 0.9% UNTIL
       OCTOBER 31, 1995.
   (B) NOT ANNUALIZED.
   (C) ANNUALIZED.
       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                               7
 
<PAGE>
     NOTES TO FINANCIAL STATEMENTS
     LEGG MASON INCOME TRUST , INC.
     INVESTMENT GRADE INCOME PORTFOLIO
     (Amounts in Thousands)  (Unaudited)
1. SIGNIFICANT ACCOUNTING POLICIES:
          The Legg Mason Income Trust, Inc. ("Trust"), consisting of the
      Investment Grade Income Portfolio ("Fund"), the U.S. Government
      Intermediate-Term Portfolio, U.S. Government Money Market Portfolio and
      the High Yield Portfolio, is registered under the Investment Company Act
      of 1940, as amended, as an open-end, diversified investment company. The
      financial statements of the other portfolios of the Trust are included in
      separate reports to shareholders.
      Security Valuation
          Portfolio securities are valued based upon market quotations. When
      market quotations are not readily available, securities are valued based
      on prices received from recognized broker-dealers in the same or similar
      securities. The amortized cost method of valuation is used for debt
      obligations with 60 days or less remaining to maturity.
      Investment Income and Dividends to Shareholders
          Income and expenses are recorded on the accrual basis. Dividends are
      declared daily and paid monthly. Dividends payable are recorded on the
      dividend record date. Bond premiums are amortized for financial reporting
      and tax purposes. Bond discounts, other than original issue and
      zero-coupon bonds, are not amortized. At June 30, 1995, the amount of
      income distribution payable was $203.
      Security Transactions
          Security transactions are recorded on the trade date. Realized gains
      and losses from security transactions are reported on an identified cost
      basis.
      Options and Futures
          The current market value of a traded option is the last sale price or,
      in the absence of a sale, the mean between the closing bid and asked
      price. Futures contracts are marked to market daily using the closing
      price on the principal exchange where the contracts are traded. Payments
      (variation margin) are made or received daily in relation to market
      fluctuations.
      Repurchase Agreements
          All repurchase agreements are fully collateralized by obligations
      issued by the U.S. government or its agencies and such collateral is in
      the possession of the Fund's custodian. The value of such collateral
      includes accrued interest. Risks arise from the possible delay in recovery
      or potential loss of rights in the collateral should the issuer of the
      repurchase agreement fail financially.
      Federal Income Taxes
          No provision for federal income or excise taxes is required since the
      Fund intends to continue to qualify as a regulated investment company and
      distribute all of its taxable income to its shareholders.
2. INVESTMENT TRANSACTIONS:
          Investment transactions for the six months ended June 30, 1995
      (excluding short-term securities) were as follows:
<TABLE>
<S>                                             <C>
      Purchases                                 $ 59,120
      Proceeds from sales                         57,114
</TABLE>
 
          At June 30, 1995, the cost of securities for federal income tax
      purposes was $76,068. Aggregate gross unrealized appreciation for all
      securities in which there was an excess of value over tax cost was $1,811
      and aggregate gross unrealized depreciation for all securities in which
      there was an excess of tax cost over value was $744. The Fund has unused
      capital loss carryforwards for federal income tax purposes of $3,077 which
      expire in 2002.
3. OPTIONS AND FUTURES:
          As part of the Fund's investment program, the Fund may utilize options
      and futures. The nature and risk of these financial instruments and the
      reasons for using them are set forth more fully in the Fund's Prospectus
      and Statement of Additional Information.
          A call option written gives the option holder the right to purchase
      the underlying security at a specified price until a specified date. A put
      option written gives the option holder the right to sell the underlying
      security at a specified price until a specified date. Risks arise from the
      possible illiquidity of
8
 
<PAGE>
     (Amounts in Thousands)
      the options market and from movements in security values. There were no
      call or put options written, closed, expired or exercised by the Fund
      during the six months ended June 30, 1995.
          The written option outstanding and the open long and short futures
      positions and related appreciation or depreciation at June 30, 1995 are
      described at the end of the "Statement of Net Assets", page 4.
          The Fund has entered into futures contracts as a hedge against
      anticipated changes in interest rates. Risks arise from the possible
      illiquidity of the futures market and from the possibility that a change
      in the value of a contract may not correlate with changes in interest
      rates.
4. REALIZED GAIN:
          The components of net realized gain on investments, options and
      futures for the six months ended June 30, 1995 were as follows:
<TABLE>
<CAPTION>
                                                       Amount
<S>                                                    <C>
      Investments                                      $(211)
      Options                                             54
      Futures                                            655
        Net realized gain                              $ 498
</TABLE>
 
5. FUND SHARE TRANSACTIONS:
          At June 30, 1995 there were 1,000,000 shares authorized at $.001 par
      value for all portfolios of the Trust (including the Fund). Transactions
      in Fund shares were as follows:
<TABLE>
<CAPTION>
                         For the Six Months
                           Ended June 30,       For the Year Ended
                                1995            December 31, 1994
                         Shares     Amount      Shares     Amount
<S>                      <C>       <C>          <C>       <C>
      Sold                1,334    $ 12,987      3,164    $ 31,206
      Reinvestment of
        distributions       191       1,859        390       3,768
      Repurchased        (1,063)    (10,288)    (3,024)    (29,658)
        Net increase        462    $  4,558        530    $  5,316
</TABLE>
 
6. TRANSACTIONS WITH AFFILIATES:
          The Fund has a management agreement with Legg Mason Fund Adviser, Inc.
      ("Manager"), a corporate affiliate of Legg Mason Wood Walker, Incorporated
      ("Legg Mason"), a member of the New York Stock Exchange and the
      distributor for the Fund. Under this agreement, the Manager provides the
      Fund with management and administrative services for which the Fund pays a
      fee at an annual rate of 0.6% of average daily net assets of the Fund. The
      agreement with the Manager provides that expense reimbursements be made to
      the Fund for expenses which in any month are in excess of annual rates,
      based on average daily net assets, of 0.9% until October 31, 1995 or when
      the Fund reaches net assets of $100,000, whichever occurs first. For the
      six months ended June 30, 1995, management fees of $192 were waived. At
      June 30, 1995, $6 was due to the Adviser.
          Western Asset Management Company ("Adviser"), a corporate affiliate of
      the Manager and Legg Mason, serves as investment adviser to the Fund. The
      Adviser is responsible for the actual investment activity of the Fund. The
      Manager pays the Adviser a fee for its services at an annual rate equal to
      40% of the fee received by the Manager.
          Legg Mason, as distributor of the Fund, receives an annual
      distribution fee of 0.25% and an annual service fee of 0.25% of the Fund's
      average daily net assets, calculated daily and payable monthly. At June
      30, 1995, distribution and service fees of $31 were due to the
      distributor. Legg Mason also has an agreement with the Fund's transfer
      agent to assist with certain of its duties. For this assistance, Legg
      Mason was paid $11 by the transfer agent for the six months ended June 30,
      1995.
                                                                               9
 



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