LEGG MASON TAX FREE INCOME FUND
N-30D, 1995-05-22
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<PAGE>
INVESTMENT MANAGER
      Legg Mason Fund Adviser, Inc.
      Baltimore, MD
BOARD OF TRUSTEES
      John F. Curley, Jr., Chairman
      Edmund J. Cashman, Jr.
      Richard G. Gilmore
      Charles F. Haugh
      Arnold L. Lehman
      Dr. Jill E. McGovern
      T. A. Rodgers
      Edward A. Taber, III
TRANSFER AND SHAREHOLDER SERVICING AGENT
      Boston Financial Data Services
      Boston, MA
CUSTODIAN
      State Street Bank & Trust Company
      Boston, MA
COUNSEL
      Kirkpatrick & Lockhart
      Washington, DC
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 appears here) PRINTED ON RECYCLED PAPER
      LMF-030
                             REPORT TO SHAREHOLDERS
                               FOR THE YEAR ENDED
                                 MARCH 31, 1995
                                      THE
                                   LEGG MASON
                                    MARYLAND
                                    TAX-FREE
                                  INCOME TRUST
                           PUTTING YOUR FUTURE FIRST
                        --Legg Mason logo appears here--<PAGE>
<PAGE>
     TO OUR SHAREHOLDERS,
         We are pleased to report to you on the progress of the Legg Mason
     Maryland Tax-Free Income Trust. Coopers & Lybrand L.L.P., the Trust's
     independent accountants, recently completed their annual examination of the
     Trust, and audited financial statements for the fiscal year ended March 31,
     1995 are included in this report.
         On March 31, 1995, the Legg Mason Maryland Tax-Free Income Trust had a
     30-day annualized yield of 5.26%, an average weighted maturity of 15.1
     years and net assets per share of $15.87.
         The Trust seeks a high level of current income exempt from federal and
     Maryland state and local income taxes, consistent with prudent investment
     risk and preservation of capital. It purchases only securities which have
     received investment grade ratings from Moody's Investors Service or
     Standard & Poor's Corporation or which are judged by the Trust's investment
     advisor to be of comparable quality. Moody's ratings of securities we
     currently own are:
<TABLE>
<S>                                               <C>
      Aaa                                          41.0%
      Aa                                           38.8%
      A                                            12.0%
      Baa                                           5.5%
      Short-term securities                         2.7%
</TABLE>
 
         During the six months ended March 31, the value of the Trust's
     portfolio holdings rose as interest rates declined for the first time since
     early 1994. This increase in portfolio value, plus dividends paid from
     interest earnings, produced a total return for shareholders of 4.96% (not
     annualized) in the six-month period. Total return measures investment
     performance in terms of appreciation or depreciation in net asset value per
     share plus dividends and any capital gain distributions. It assumes that
     dividends and distributions were reinvested at the time they were paid, and
     does not reflect the effect of the Trust's 2.75% maximum initial sales
     charge.
         Normally, the average weighted maturity of the Trust will be kept
     within a range of 12-24 years. Because of the portfolio's relatively long
     average weighted maturity, the Trust offers higher yields than short-term
     and intermediate-term tax free bond funds. However, shareholders should
     keep in mind that for the same reason, the Trust's net asset value per
     share typically will show greater fluctuations -- both up and down -- in
     response to changes in interest rates than tax free bond funds with shorter
     average weighted maturities.
         Some shareholders regularly add to their Trust 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 shares in this
     convenient way.
                               Sincerely,
                               (signature of John F. Curley, Jr. appears here)
                               John F. Curley, Jr.
                               Chairman
     May 9, 1995
 <PAGE>
<PAGE>
     MANAGEMENT'S DISCUSSION AND ANALYSIS
     LEGG MASON TAX-FREE INCOME FUND
     MARYLAND TAX-FREE INCOME TRUST
          For the fiscal year ended March 31, 1995, the fund performed well
      relative to other Maryland municipal bond funds. For the 12-month period
      ending March 31, 1995, the Maryland Tax-Free Income Trust ranked 8th of 23
      Maryland funds according to Lipper Analytical Services, with a total
      return of 6.60% (excluding the maximum 2.75% sales charge) versus 6.16%
      for the average Maryland fund. Our favorable relative performance was
      attributable primarily to the short average maturity maintained in the
      fund during last year's market decline. Performance comparisons with some
      other funds also benefited from the limitations on the fund's fees and
      expenses described in the Notes to Financial Statements at the end of this
      report.
          During the first eight months of the fiscal year, we allowed the
      average maturity of your fund to remain at approximately 13.4 years and
      then extended the average maturity of the fund to 15.1 years by the end of
      March. The average life of a fund is a somewhat more accurate measure of
      potential volatility of the net asset value of a fund than average
      maturity because average life reflects the time to call or maturity,
      whichever is appropriate. From March until November, we kept the average
      life of the fund at just under 10 years. Starting in November, we extended
      the average life of the fund slightly, ending the fiscal year at a 13.2
      year average life. This strategy was adopted to allow the fund to benefit
      from any decline in longer-term interest rates which would make the net
      asset value of the fund increase. We continue to focus investments in high
      quality municipal bond issues and have not invested in any derivative
      securities.
          Interest rates rose on tax-exempt bonds through most of 1994 in
      response to the Federal Reserve Board's raising of the federal funds rate.
      Rates peaked in November and then the bond market rallied significantly
      through the end of March 1995, as it became more apparent that the economy
      is beginning to slow. The expectation that the Fed will not continue
      tightening monetary policy to control inflation has also contributed to
      the strength in the bond market.
          Our conservative strategy of maintaining a relatively short average
      maturity and average life in your fund had a major positive impact on the
      performance of the fund through most of last year. As the market rallied,
      that strategy did not help the fund perform as well as those funds which
      had significantly longer average maturities. Our actions to extend the
      average maturity and average life of the fund slowly as we perceive a more
      stable market environment are in keeping with our philosophy of making
      conservative moves in the portfolio rather than trading actively in an
      attempt to time the market.
2
 <PAGE>
<PAGE>
     PERFORMANCE INFORMATION
     LEGG MASON TAX-FREE INCOME FUND
     LEGG MASON MARYLAND TAX-FREE INCOME TRUST
 
Performance Comparison of a $10,000 Investment as of March 31, 1995(dagger)
        (graph appears here--plot points are listed below)

<TABLE>
<CAPTION>

                                         5/1/91     9/91     3/92     9/92     3/93     9/93     3/94     9/94    3/31/95
<S>                                      <C>        <C>      <C>      <C>      <C>      <C>      <C>      <C>     <C>
Maryland Tax-Free Income Trust           9,722     10,157   10,503   11,143   11,813   12,655   12,227   12,418   13,034
Lehman Brothers Municipal Bond Index(1) 10,000     10,471   10,854   11,565   12,213   13,039   12,496   12,721   13,425

</TABLE>

Average Annual Total Return
1 Year           Life of Fund
3.70%            7.00%

* Fund Inception--May 1, 1991
(dagger) Includes maximum sales charge of 2.75%.
(1) The Lehman Brothers Municipal Bond Index is a total return performance
    benchmark for the long-term, investment-grade tax-exempt bond market.

    The results shown above are based on historical results and are not intended
to indicate future performance. The investment return and principal value of an
investment in the fund will fluctuate so that an investor's shares, when
redeemed, may be worth more or less than their original cost. Average annual
returns tend to smooth out variations in the fund's return, so they differ from
actual year-to-year results. No adjustment has been made for any income taxes
payable by shareholders.
                                                                               3
 <PAGE>
<PAGE>
     STATEMENT OF NET ASSETS
     LEGG MASON TAX-FREE INCOME FUND
     MARYLAND TAX-FREE INCOME TRUST
     MARCH 31, 1995
     (Amounts in Thousands)
<TABLE>
<CAPTION>
      Principal
      Amount                                            Value
      <C>         <S>                                  <C>
</TABLE>
 
MUNICIPAL BONDS -- 95.7%
<TABLE>
      <C>         <S>                                  <C>
                  Maryland -- 95.0%
                  Annapolis (City of), Public
                    Improvement, GO
       $   350        6.50%     8/1/10                    $ 368
                  Anne Arundel County, Consolidated
                    Water and Sewer, GO
         1,350        6.90%     1/15/09                   1,451
                  Anne Arundel County, PCR Refunding
         4,000        6.00%     4/1/24                    3,924
                  Baltimore County, Consolidated
                    Public Improvement, GO
         2,000        6.125%    7/1/09                    2,085
                  Baltimore County, Pension Funding,
                    GO
         1,000        6.70%     7/1/09                    1,060
         2,900        6.70%     7/1/11                    3,068
         2,000        6.70%     7/1/16                    2,113
                  Baltimore County, Nursing Home
                    Stella Maris Series A
           890        7.25%     3/1/11                      920
                  Baltimore City Municipal Capital
                    Projects (MBIA insured)
                      7.375%    4/1/01
         2,000        (Pre-refunded 4/1/98(|))            2,143
                  Baltimore City Waste Water (MBIA
                    insured)
                      6.50%     7/1/20
         3,500        (Pre-refunded 7/1/00(|))            3,739
                  Baltimore City Water Utility (MBIA
                    insured)
                      6.50%     7/1/20
         1,250        (Pre-refunded 7/1/00(|))            1,335
                  Carroll County, Consolidated Public
                    Improvement, GO
                      6.25%     11/1/10
           500        (Pre-refunded 11/1/01(|))             540
                  Charles County, GO
                      6.60%     6/1/06
         1,000        (Pre-refunded 6/1/01(|))            1,095
                  Frederick County, GO
                    Series 1991 B
                      6.30%     7/1/11
         2,000        (Pre-refunded 7/1/02(|))            2,170
                  Series 1990
                      6.625%    8/1/20
           250        (Pre-refunded 8/1/03(|))              278
</TABLE>
 
<TABLE>
<CAPTION>
      Principal
      Amount                                            Value
      <C>         <S>                                  <C>
</TABLE>
<TABLE>
      <C>         <S>                                  <C>
                  Frederick County, GO Public Facility
                    1991
           500        6.50%     5/1/06
       $              (Pre-refunded 5/1/01(|))            $ 545
                      6.50%     5/1/07
           650        (Pre-refunded 5/1/01(|))              708
                  Frederick County, GO Public
                    Facilities Refunding 1993
         1,000        5.55%     7/1/07                    1,001
                  Harford County, GO
                      6.40%     12/1/10
           500        (Pre-refunded 12/1/00(|))             542
                  Howard County, Consolidated Public
                    Improvement, GO Series A
         1,000        4.80%     8/15/01                     985
                      6.50%     2/15/11
           700        (Pre-refunded 2/15/00(|))             745
                  Howard County, Metropolitan District
                    Refunding Series B
         1,000        0%*       8/15/07                     512
           500        6.00%     8/15/19                     500
                  Laurel (City of), GO Public
                    Improvement and Refunding (MBIA
                    insured)
           250        7.00%     7/1/09                      274
         1,000        7.00%     7/1/11                    1,089
                  Maryland Community Development
                    Administration
                    Single Family AMT
                      Second Series
         1,000        6.65%     4/1/04                    1,022
                  Fourth Series
         1,000        7.45%     4/1/32                    1,051
                  Fifth Series
         1,975        7.625%    4/1/29                    2,058
                  Sixth Series
           570        7.125%    4/1/14                      600
                    Single Family Third Series
                      Non AMT
           700        7.25%     4/1/27                      733
                    Multi-Family Insured Mortgage
                      Series G
           150        7.10%     5/15/23                     156
</TABLE>
 
4
 <PAGE>
<PAGE>
<TABLE>
<CAPTION>
      Principal
      Amount                                            Value
      <C>         <S>                                  <C>
</TABLE>
MUNICIPAL BONDS -- Continued
<TABLE>
      <C>         <S>                                  <C>
                  Maryland -- Continued
                  Maryland Department of
                    Transportation Consolidated
                    Transportation Series 1989-1991
       $ 1,500        6.60%     11/1/00                  $1,608
         2,000        6.25%     9/1/03                    2,119
                      6.90%     11/15/04
           750        (Pre-refunded 11/15/98(|))            813
                      6.70%     8/15/05
         1,000        (Pre-refunded 8/15/99(|))           1,086
                  Maryland Health and Higher
                    Educational Facilities Authority
                    Easton Memorial Hospital (MBIA
                    insured)
         1,000        6.50%     7/1/15                    1,021
                  Francis Scott Key Medical Center
                      (FGIC insured)
         2,000        5.00%     7/1/18                    1,733
         2,000        5.00%     7/1/23                    1,699
                      6.75%     7/1/23
         1,500        (Pre-refunded 7/1/00(|))            1,645
         1,000        5.625%    7/1/25                      893
                  Greater Baltimore Medical Center
                      7.10%     7/1/17
            50        (Pre-refunded 7/1/96(|))               53
                      6.75%     7/1/19
         3,000        (Pre-refunded 7/1/01(|))            3,323
                  Howard County General Hospital
                      8.25%     7/1/18
         1,100        (Pre-refunded 7/1/98(|))            1,229
         2,500        5.50%     7/1/21                    2,032
                  The Johns Hopkins Hospital
                      Series 1990
         4,000        0%*       7/1/19                      887
                  Series 1993
         3,250        5.00%     7/1/23                    2,736
                  The Johns Hopkins University
                      Series 1985A
                      9.25%     7/1/15
         2,380        (Pre-refunded 7/1/95(|))            2,456
                  Series 1988
         3,000        7.50%     7/1/20                    3,242
                  Kaiser Permanente Medical Program
           825        9.125%    7/1/15                      849
                  Kennedy Institute Series 1991
           630        7.40%     7/1/11                      652
         1,000        6.75%     7/1/22                      972
</TABLE>
<TABLE>
<CAPTION>
      Principal
      Amount                                            Value
      <C>         <S>                                  <C>
</TABLE>
<TABLE>
      <C>         <S>                                  <C>
                  Suburban Hospital Series 1992
         1,000        6.50%     7/1/17
       $              (Pre-refunded 7/1/02(|))           $1,097
                  Union Memorial Hospital
                      Series A and B (MBIA insured)
           600        6.75%     7/1/11                      640
         1,900        6.75%     7/1/21                    1,991
                  University of Maryland Medical
                      System (FGIC insured)
                      Series A
                      6.50%     7/1/21
         2,000        (Pre-refunded 7/1/01(|))            2,158
                  Series 1993
         1,000        5.375%    7/1/13                      927
                  Maryland Industrial Development
                    Financing Authority Revenue
                    (American Center for Physics
                    Headquarters Facility) Series 1992
         2,500        6.375%    1/1/12                    2,473
                  Maryland National Capital Park and
                    Planning Commission (Prince
                    Georges County) Series L2
           500        6.00%     7/1/05                      526
                  Maryland Stadium Authority Sports
                    Facilities Lease Revenue AMT
                    Series D
           250        6.60%     12/15/95                    253
         5,000        7.50%     12/15/10                  5,415
         2,010        7.60%     12/15/19                  2,179
                  Maryland Transportation Authority
                    Series 1992
                      9.00%     7/1/15
         1,300        (Pre-refunded 7/1/95(|))            1,341
                    Series 1985
         2,750        5.75%     7/1/15                    2,648
                  Maryland Water Quality Financing
                    Administration, Revolving Loan
                    Fund Revenue Series 1993A
         1,500        5.40%     9/1/11                    1,442
         1,500        5.40%     9/1/12                    1,423
                  Mayor and City Council of Baltimore
                    (FGIC insured)
                    Baltimore City Consolidated Public
                    Improvement
         2,000        0%*       10/15/11                    737
</TABLE>
                                                                               5
<PAGE>
     STATEMENT OF NET ASSETS -- CONTINUED
     LEGG MASON TAX-FREE INCOME FUND
     MARYLAND TAX-FREE INCOME TRUST
     (Amounts in Thousands)
<TABLE>
<CAPTION>
      Principal
      Amount                                            Value
      <C>         <S>                                  <C>
</TABLE>
 
MUNICIPAL BONDS -- Continued
<TABLE>
      <C>         <S>                                  <C>
                  Baltimore City Parking Revenue
       $   500        6.25%     7/1/21                    $ 504
                  Baltimore City Water Projects
           960        5.00%     7/1/24                      828
                  Port Facilities Revenue
                    (Consolidated Coal Sales Co.
                    Project) Series A and B
         6,000        6.50%     10/1/11                   6,210
                  Montgomery County, Consolidated
                    Public Improvement, GO
                      Series A
         2,750        5.80%     7/1/07                    2,850
         3,000        0%*       7/1/10                    1,260
                  Series B
                  6.80%     11/1/09
           850    (Pre-refunded 11/1/99(|))                 929
                  Montgomery County, HOC Single Family
           975        6.80%     7/1/17                    1,000
                  Montgomery County, Parking Revenue
                    Refunding (Silver Spring Parking
                    Lot District) 1992 Series A (FGIC
                    insured)
         2,000        6.25%     6/1/07                    2,098
                  Montgomery County, PCR Refunding
                    (Potomac Electric Project) 1994
                    Series
         1,000        5.375%    2/15/24                     898
                  Morgan State University Academic and
                    Auxiliary Fees Revenue (MBIA
                    insured)
                      7.00%     7/1/20
         1,000        (Pre-refunded 7/1/00(|))            1,106
                  Northeast Maryland Waste Disposal
                    Authority Solid Waste Revenue
                    (Montgomery County Resource
                    Recovery Project) AMT Series 1993
         3,000        6.30%     7/1/16                    2,941
                  Prince George's County, Consolidated
                    Public Improvement, GO
           585        6.70%     7/1/04                      637
                      7.20%     2/1/08
           500        (Pre-refunded 2/1/99(|))              544
           585        6.75%     7/1/11                      621
                  Prince George's County, PCR
                    Refunding (Potomac Electric
                    Project) 1993 Series
         1,750        6.375%    1/15/23                   1,776
</TABLE>
 
<TABLE>
<CAPTION>
      Principal
      Amount                                            Value
      <C>         <S>                                  <C>
</TABLE>
<TABLE>
      <C>         <S>                                  <C>
                  Prince George's County, Solid Waste
                    Management System Revenue
                    Series 1990
                      6.75%     6/30/02                     
       $   250        (Pre-refunded 6/30/00(|))        $    274
                      6.90%     6/30/06
           750        (Pre-refunded 6/30/00(|))             827
                  Series 1993
         1,000    5.25%     6/15/13                         853
                  State of Maryland, GO
           600        9.20%     7/1/95                      607
           500        6.70%     7/15/02                     541
                      6.70%     3/1/04
         1,500        (Pre-refunded 3/1/00(|))            1,627
                  Talbot County, Bank Qualified, GO
           500        6.70%     5/1/10                      528
           415        6.70%     5/1/11                      437
                  University of Maryland (Auxiliary
                    Facilities and Tuition Revenue)
                    Series A
         1,000        6.30%     2/1/10                    1,035
                      6.50%     4/1/11
         2,000        (Pre-refunded 4/1/00(|))            2,163
                  Series B
                  7.00%     10/1/07
         1,000    (Pre-refunded 10/1/99(|))               1,099
         1,000    6.375%    4/1/09                        1,058
                  Washington County Public Facilities
                    Revenue, GO
                      6.60%     12/1/02
           750        (Pre-refunded 12/1/98(|))             806
                  Washington Suburban Sanitary
                    District
         1,000        6.10%     6/1/07                    1,049
                      6.90%     6/1/13
           400        (Pre-refunded 6/1/01(|))              444
                      6.90%     6/1/14
         1,300        (Pre-refunded 6/1/01(|))            1,444
         1,000        5.25%     6/1/15                      910
                  Worcester County Sanitary District,
                    GO
           115        6.75%     5/1/15                      121
                                                        135,133
</TABLE>
 
6
 <PAGE>
<PAGE>
<TABLE>
<CAPTION>
      Principal
      Amount                                            Value
      <C>         <S>                                  <C>
</TABLE>
 
MUNICIPAL BONDS -- Continued
<TABLE>
      <C>         <S>                                  <C>
                  Puerto Rico -- 0.7%
                  Puerto Rico Housing Finance
                    Corporation Single Family Mortgage
                    Revenue Series D
       $ 1,000        6.85%     10/15/24               $  1,036
                  Total Municipal Bonds (Identified
                    Cost -- $130,208)                   136,169
<CAPTION>
</TABLE>
 
SHORT-TERM INVESTMENTS -- 3.2%
<TABLE>
      <C>         <S>                                  <C>
                  Repurchase Agreement -- 0.1%
                  State Street Bank & Trust Company
                    4.25% dated 3/31/95 to be
                    repurchased at $195 on 4/3/95
                    (Collateral: $195 U.S. Treasury
                    Bonds, 8.125% due 5/15/21,
           195      value $212)                             195
                  Variable Rate Demand
                  Obligations -- 3.1%
                  Baltimore City, IDA
           500        4.10%**    4/5/95                     500
                  Baltimore County, Sheppard & Enoch
                    Pratt
           600        3.95%**    4/5/95                     600
                  Maryland Health and Higher
                    Educational Facilities Authority
                    Series 1985A and B
           900        4.15%**    4/5/95                     900
                  Loyola College Series 1985
           200    4.05%**    4/3/95                         200
                  Washington Suburban Sanitary
                    District 1993 Series
         2,200        3.90%**    4/5/95                   2,200
                                                          4,400
                  Total Short-term Investments
                    (Identified Cost -- $4,595)           4,595
<CAPTION>
</TABLE>
 
<TABLE>
<CAPTION>
<S>                                                <C>
Total Investments -- 98.9%
  (Identified Cost -- $134,803)                     $140,764
Other Assets Less Liabilities -- 1.1%                  1,550
</TABLE>
 
<TABLE>
<S>                                      <C>         <C>
Net Assets Consisting of:
Accumulated paid-in capital applicable
  to 8,965 shares outstanding            $136,448
Accumulated net realized loss
  on investments                              (95)
Unrealized appreciation of investments      5,961
NET ASSETS -- 100.0%                                 $142,314
NET ASSET VALUE AND REDEMPTION PRICE
  PER SHARE                                            $15.87
MAXIMUM OFFERING PRICE PER SHARE
  (net asset value plus sales charge
  of 2.75% of offering price)                          $16.32
</TABLE>
 
      * ZERO-COUPON BOND -- A BOND WITH NO PERIODIC INTEREST PAYMENTS WHICH IS
        SOLD AT SUCH A DISCOUNT AS TO PRODUCE A CURRENT YIELD TO MATURITY.
     ** THE RATE SHOWN IS THE RATE AS OF MARCH 31, 1995, AND THE MATURITY SHOWN
        IS THE LONGER OF THE NEXT INTEREST READJUSTMENT DATE OR THE DATE THE
        PRINCIPAL AMOUNT OWED CAN BE RECOVERED THROUGH DEMAND.
      (|) PRE-REFUNDED BOND -- BONDS ARE REFERRED TO AS PRE-REFUNDED WHEN THE
          ISSUE HAS BEEN ADVANCE REFUNDED BY A SUBSEQUENT ISSUE. THE ORIGINAL
          ISSUE IS USUALLY ESCROWED WITH U.S. TREASURY SECURITIES IN AN AMOUNT
          SUFFICIENT TO PAY THE INTEREST, PRINCIPAL AND CALL PREMIUM, IF ANY, TO
          THE EARLIEST CALL DATE. ON THAT CALL DATE, THE BOND WILL "MATURE". THE
          PRE-REFUNDED DATE IS USED IN DETERMINING WEIGHTED AVERAGE MATURITY.
       A GUIDE TO ABBREVIATIONS APPEARS ON THE NEXT PAGE.
       SEE NOTES TO FINANCIAL STATEMENTS.
                                                                               7
 <PAGE>
<PAGE>
     LEGG MASON TAX-FREE INCOME FUND
     MARYLAND TAX-FREE INCOME TRUST
<TABLE>
<CAPTION>
                                    % of        Market
                                 Net Assets     Value
<S>                              <C>           <C>
<CAPTION>
                                                (000)
</TABLE>
 
SECTOR DIVERSIFICATION
<TABLE>
<S>                              <C>           <C>
Pre-refunded Bonds                   28.3%     $ 40,304
General Obligation -- Local          15.3        21,724
Hospital Revenue                     12.6        17,952
Lease Revenue                         7.3        10,320
Housing Revenue                       5.4         7,655
Corporate Utilities                   4.6         6,599
Ground Transportation Revenue         4.5         6,375
Port Facilities Revenue               4.4         6,209
Water and Sewer Revenue               4.3         6,152
Education Revenue                     3.7         5,335
Solid Waste Revenue                   2.7         3,794
Parking Revenue                       1.8         2,602
General Obligation -- State           0.8         1,148
Short-term Investments                3.2         4,595
Other Assets Less Liabilities         1.1         1,550
                                    100.0%     $142,314
</TABLE>
 
INVESTMENT ABBREVIATIONS
<TABLE>
      <S>    <C>
      AMT    Alternative Minimum Tax
      FGIC   Financial Guaranty Insurance Company
      GO     General Obligation
      HOC    Housing Opportunities Commission
      IDA    Industrial Development Authority
      MBIA   Municipal Bond Insurance Association
      PCR    Pollution Control Revenue
</TABLE>
 
8
 <PAGE>
<PAGE>
     STATEMENT OF OPERATIONS
     LEGG MASON TAX-FREE INCOME FUND
     MARYLAND TAX-FREE INCOME TRUST
     FOR THE YEAR ENDED MARCH 31, 1995
<TABLE>
<CAPTION>
(Amounts in Thousands)
<S>                                                                                            <C>                  <C>
INVESTMENT INCOME:
        Interest                                                                                                        $8,294
EXPENSES:
        Investment advisory fee                                                                    $  779
        Distribution and service fees                                                                 354
        Custodian fee                                                                                  80
        Transfer agent and shareholder servicing expense                                               52
        Legal and audit fees                                                                           27
        Reports to shareholders                                                                        13
        Organization expense                                                                           11
        Trustees' fees                                                                                  3
        Other expenses                                                                                 11
                                                                                                    1,330
          Less fees waived                                                                           (570)
          Total expenses, net of waivers                                                                                   760
      NET INVESTMENT INCOME                                                                                              7,534
NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS:
        Realized gain on investments                                                                  124
        Increase in unrealized appreciation of investments                                          1,212
      NET REALIZED AND UNREALIZED GAIN ON INVESTMENTS                                                                    1,336
      INCREASE IN NET ASSETS RESULTING FROM OPERATIONS                                                                  $8,870
</TABLE>
 
     SEE NOTES TO FINANCIAL STATEMENTS.
                                                                               9
 <PAGE>
<PAGE>
     STATEMENT OF CHANGES IN NET ASSETS
     LEGG MASON TAX-FREE INCOME FUND
     MARYLAND TAX-FREE INCOME TRUST
<TABLE>
<CAPTION>
                                                                                                     For the Years Ended 
                                                                                                           March 31,
(Amounts in Thousands)                                                                                1995             1994
<S>                                                                                                  <C>              <C>
CHANGE IN NET ASSETS:
      Net investment income                                                                          $  7,534         $  7,483
      Net realized gain (loss) on investments                                                             124             (177)
      Change in unrealized appreciation of investments                                                  1,212           (2,808)
      Increase in net assets resulting from operations                                                  8,870            4,498
      Distributions to shareholders:
        Net investment income                                                                          (7,534)          (7,483)
        In excess of net realized gain on investments                                                      --              (47)
      Change in net assets from Fund share transactions                                                (4,600)          20,044
        Change in net assets                                                                           (3,264)          17,012
NET ASSETS:
      Beginning of year                                                                               145,578          128,566
      End of year                                                                                    $142,314         $145,578
</TABLE>
 
     SEE NOTES TO FINANCIAL STATEMENTS.
10
<PAGE>
     FINANCIAL HIGHLIGHTS
     LEGG MASON TAX-FREE INCOME FUND
     MARYLAND TAX-FREE INCOME TRUST
         Contained below is per share operating performance data for a share of
     beneficial interest 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 Years Ended March 31,
                                                                        1995               1994               1993
<S>                                                                <C>                <C>                <C>
PER SHARE OPERATING PERFORMANCE:
      Net asset value, beginning of period                                $15.69        $15.97        $15.03
      Net investment income(1)                                              0.828         0.839         0.877
      Net realized and unrealized gain (loss) on investments                0.180        (0.275)        0.947
      Total from investment operations                                      1.008         0.564         1.824
      Distributions to shareholders:
        Net investment income                                              (0.828)       (0.839)       (0.877)
        Net realized gain on investments                                 --                 --         (0.007)
        In excess of net realized gain on investments                    --              (0.005)          --
      Net asset value, end of period                                      $15.87        $15.69        $15.97
      Total return(4)                                                       6.60%          3.51%         12.47%
RATIOS/SUPPLEMENTAL DATA:
      Ratios to average net assets:
        Expenses(1)                                                         0.54%          0.46%          0.40%
        Net investment income(1)                                            5.32%          5.10%          5.61%
      Portfolio turnover rate                                               9.5%          6.6%             --
      Net assets, end of period (in thousands)                           $142,314        $145,578       $128,566
<CAPTION>
                                                                   May 1, 1991*
                                                                  March 31, 1992
<S>                                                                <C>             <C>
PER SHARE OPERATING PERFORMANCE:
      Net asset value, beginning of period                                $14.70
      Net investment income(1)                                              0.823
      Net realized and unrealized gain (loss) on investments                0.333
      Total from investment operations                                      1.156
      Distributions to shareholders:
        Net investment income                                              (0.823)
        Net realized gain on investments                                   (0.003)
        In excess of net realized gain on investments                        --
      Net asset value, end of period                                      $15.03
      Total return(4)                                                       8.04%(3)
RATIOS/SUPPLEMENTAL DATA:
      Ratios to average net assets:
        Expenses(1)                                                         0.18%(2)
        Net investment income(1)                                            5.91%(2)
      Portfolio turnover rate                                               5.4%(2)
      Net assets, end of period (in thousands)                             $83,052
</TABLE>
 
     * COMMENCEMENT OF OPERATIONS.
     (1) NET OF FEES WAIVED AND REIMBURSEMENTS MADE BY THE ADVISER IN EXCESS OF
         VOLUNTARY EXPENSE LIMITATIONS AS FOLLOWS: ALL EXPENSES UNTIL OCTOBER
         20, 1991; 0.25% OF AVERAGE DAILY NET ASSETS UNTIL DECEMBER 31, 1991;
         0.35% UNTIL JUNE 30, 1992; 0.40% UNTIL DECEMBER 31, 1992; 0.45% UNTIL
         DECEMBER 31, 1993; 0.50% UNTIL JUNE 30, 1994 AND 0.55% THROUGH JULY 31,
         1995.
     (2) ANNUALIZED.
     (3) NOT ANNUALIZED.
     (4) EXCLUDING SALES CHARGE.
         SEE NOTES TO FINANCIAL STATEMENTS.
                                                                              11
<PAGE>
     NOTES TO FINANCIAL STATEMENTS
     LEGG MASON TAX-FREE INCOME FUND
     MARYLAND TAX-FREE INCOME TRUST
     (Amounts in Thousands)
1. SIGNIFICANT ACCOUNTING POLICIES:
          The Legg Mason Tax-Free Income Fund ("Trust"), consisting of the
      Maryland Tax-Free Income Trust ("Fund"), the Pennsylvania Tax-Free Income
      Trust ("Pennsylvania Fund") and the Tax-Free Intermediate-Term Income
      Trust ("Intermediate Fund"), is registered under the Investment Company
      Act of 1940, as amended, as an open-end management investment company. All
      series of the Trust are non-diversified. The financial statements of the
      Pennsylvania Fund and the Intermediate Fund 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, which approximates
      market, is used for debt obligations with 60 days or less remaining to
      maturity.
      Dividends and Distributions to Shareholders
          Dividends are declared daily and paid monthly. Net capital gain
      distributions are declared and paid after the end of the tax year in which
      the gain is realized. Dividends payable are recorded on the dividend
      record date. At March 31, 1995, dividends payable of $322 were accrued.
      Net income for dividend purposes consists of interest accrued and accrued
      expenses. Bond premium is amortized for financial reporting and tax
      purposes. Bond discount, other than original issue, is not amortized.
      Security Transactions
          Security transactions are recorded on the trade date. Realized gains
      and losses from security transactions are reported on an identified cost
      basis.
      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. The Fund has
      unused capital loss carryforwards for federal income tax purposes of $95
      which expire in 2003.
2. INVESTMENT TRANSACTIONS:
          Investment transactions for the year ended March 31, 1995 (excluding
      short-term securities) were as follows:
<TABLE>
<S>                                             <C>
         Purchases                              $ 15,920
         Proceeds from sales                      12,518
</TABLE>
 
          At March 31, 1995, the cost of securities for federal income tax
      purposes was $134,803. Aggregate gross unrealized appreciation for all
      securities in which there was an excess of value over tax cost was $6,308
      and aggregate gross unrealized depreciation for all securities in which
      there was an excess of tax cost over value was $347.
3. FUND SHARE TRANSACTIONS:
          At March 31, 1995, there were unlimited shares authorized at $.001 par
      value for the Trust and the Fund. Transactions in Fund shares were as
      follows:
<TABLE>
<S>                           <C>      <C>        <C>      <C>
                                  For the Years Ended March 31,
                                    1995                1994
                              Shares    Amount    Shares    Amount
      Sold                     1,169   $ 18,259    2,429   $ 39,716
      Reinvestment of
        distributions            358      5,565      341      5,539
      Repurchased             (1,838)   (28,424)  (1,544)   (25,211)
      Net change                (311)  $ (4,600)   1,226   $ 20,044
</TABLE>
 
12
 <PAGE>
<PAGE>
     (Amounts in Thousands)
4. TRANSACTIONS WITH AFFILIATES:
          The Fund has an investment advisory and management agreement with Legg
      Mason Fund Adviser, Inc. ("Adviser"), 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
      Adviser provides the Fund with investment advisory, management and
      administrative services for which the Fund pays a fee at an annual rate of
      0.55% of average daily net assets of the Fund, calculated daily and
      payable monthly. The agreement with the Adviser provides that expense
      reimbursements be made to the Fund for expenses (exclusive of taxes,
      interest, brokerage and extraordinary expenses) which in any month are in
      excess of annual rates, based on average daily net assets, according to
      the following schedule: all expenses until October 20, 1991, 0.25% until
      December 31, 1991, 0.35% until June 30, 1992, 0.40% until December 31,
      1992, 0.45% until December 31, 1993, 0.50% until June 30, 1994 and 0.55%
      through July 31, 1995 or until the Fund's net assets reach $200 million,
      whichever occurs first. For the year ended March 31, 1995 advisory fees of
      $570 were waived and $18 was payable to the Adviser at March 31, 1995.
          Legg Mason, as distributor of the Fund, receives an annual
      distribution fee of 0.125% and an annual service fee of 0.125% of the
      Fund's average daily net assets, calculated daily and payable monthly.
      Distribution and services fees of $30 were payable to the distributor at
      March 31, 1995. 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 $19 by the transfer agent for the year ended March 31,
      1995.
                                                                              13
 <PAGE>
<PAGE>
     REPORT OF INDEPENDENT ACCOUNTANTS
     TO THE TRUSTEES OF LEGG MASON TAX-FREE INCOME FUND AND
     SHAREHOLDERS OF THE LEGG MASON MARYLAND TAX-FREE INCOME TRUST:
          We have audited the accompanying statement of net assets of the Legg
      Mason Maryland Tax-Free Income Trust (one of the series comprising the
      Legg Mason Tax-Free Income Fund) as of March 31, 1995, and the related
      statement of operations for the year then ended, the statement of changes
      in net assets for each of the two years in the period then ended, and
      financial highlights for each of the three years in the period then ended
      and for the period May 1, 1991 (commencement of operations) to March 31,
      1992. These financial statements and financial highlights are the
      responsibility of the Fund's management. Our responsibility is to express
      an opinion on these financial statements and financial highlights based on
      our audits.
          We conducted our audits in accordance with generally accepted auditing
      standards. Those standards require that we plan and perform the audit to
      obtain reasonable assurance about whether the financial statements and
      financial highlights are free of material misstatement. An audit includes
      examining, on a test basis, evidence supporting the amounts and
      disclosures in the financial statements.
      Our procedures included confirmation of securities owned at March 31,
      1995, by correspondence with the custodian and brokers. An audit also
      includes assessing the accounting principles used and significant
      estimates made by management, as well as evaluating the overall financial
      statement presentation. We believe that our audits provide a reasonable
      basis for our opinion.
          In our opinion, the financial statements and financial highlights
      referred to above present fairly, in all material respects, the financial
      position of the Legg Mason Maryland Tax-Free Income Trust as of March 31,
      1995, and the results of its operations, changes in its net assets, and
      financial highlights for each of the respective periods stated in the
      first paragraph, in conformity with generally accepted accounting
      principles.
                                                        COOPERS & LYBRAND L.L.P.
      Baltimore, Maryland
      April 28, 1995
14


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