As filed with the Securities and Exchange Commission on April 23, 1996.
1933 Act File No. 33-56672
1940 Act File No. 811-7418
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ X]
Pre-Effective Amendment No. [ ]
-------
Post-Effective Amendment No. 9 [ X]
-------
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ X]
Amendment No. 11
--------
LEGG MASON GLOBAL TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
111 South Calvert Street
Baltimore, Maryland 21202
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (410) 539-0000
Copies to:
CHARLES A. BACIGALUPO ARTHUR C. DELIBERT, ESQ.
111 South Calvert Street Kirkpatrick & Lockhart LLP
Baltimore, Maryland 21202 1800 Massachusetts Ave., N.W.
(Name and Address of Second Floor
Agent for Service) Washington, D.C. 20036-5891
It is proposed that this filing will become effective:
[ ] immediately upon filing pursuant to Rule 485(b)
[ ] on , 1996 pursuant to Rule 485(b)
[X] 60 days after filing pursuant to Rule 485(a)(i)
[ ] on , 1996 pursuant to Rule 485(a)(i)
[ ] 75 days after filing pursuant to Rule 485(a)(ii)
[ ] on , 1996 pursuant to Rule 485(a)(ii)
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
Registrant has filed a declaration pursuant to Rule 24f-2 under the Investment
Company Act of 1940 and filed the notice required by such Rule on February 29,
1996.
<PAGE>
Legg Mason Global Trust, Inc.
Contents of Registration Statement
This registration statement consists of the following papers and documents.
Cover Sheet
Table of Contents
Cross Reference Sheet
Legg Mason Global Government Trust -- Primary Shares
Legg Mason International Equity Trust -- Primary Shares
Legg Mason Emerging Markets Trust -- Primary Shares
Part A - Prospectus
Navigator Global Government Trust
Navigator International Equity Trust
Navigator Emerging Markets Trust
Part A - Prospectus
Legg Mason Global Government Trust
Legg Mason International Equity Trust
Legg Mason Emerging Markets Trust
(Primary Shares and Navigator Shares)
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
Exhibits
<PAGE>
Legg Mason Global Trust, Inc.
Legg Mason Global Government Trust - Primary Shares
Legg Mason International Equity Trust - Primary Shares
Legg Mason Emerging Markets Trust - Primary Shares
Form N-1A Cross Reference Sheet
Part A. Item No. Prospectus Caption
1 Cover Page
2 Prospectus Highlights;
Expenses
3 Financial Highlights;
Performance Information
4 Investment Objectives and Policies;
Description of the
Corporation and Its Shares
5 Expenses;
The Funds' Management and Investment Adviser;
The Funds' Distributor;
The Funds' Custodian and Transfer Agent
6 Prospectus Highlights;
Description of the Corporation and
Its Shares;
Dividends and Other Distributions;
Shareholder Services;
Taxes
7 How You Can Invest in the Funds;
How Your Shareholder Account is
Maintained;
How Net Asset Value is Determined;
The Funds' Distributor
8 How You Can Redeem Your Primary Shares
9 Not Applicable
<PAGE>
Legg Mason Global Trust, Inc.
Navigator Global Government Trust
Navigator International Equity Trust
Navigator Emerging Markets Trust
Form N-1A Cross Reference Sheet
Part A. Item No. Prospectus Caption
1 Cover Page
2 Expenses
3 Financial Highlights;
Performance Information
4 Investment Objectives and Policies;
Description of the
Corporation and Its Shares
5 Expenses;
The Funds' Management and Investment Adviser;
The Funds' Distributor;
The Funds' Custodian and Transfer Agent
6
Description of the Corporation and
Its Shares;
Dividends and Other Distributions;
Shareholder Services;
Taxes
7 How to Purchase and Redeem Shares;
How Your Shareholder Account is
Maintained;
How Net Asset Value is Determined;
The Funds' Distributor
8 How to Purchase and Redeem Shares
9 Not Applicable
<PAGE>
Legg Mason Global Trust, Inc.
Legg Mason Global Government Trust
Legg Mason International Equity Trust
Legg Mason Emerging Markets Trust
(Primary Shares and Navigator Shares)
Form N-1A Cross Reference Sheet
Statement of Additional
Part B. Item No. Information Caption
10 Cover Page
11 Table of Contents
12 Not Applicable
13 Additional Information About
Investment Limitations and Policies;
Portfolio Transactions and Brokerage
14 The Corporation's Directors and Officers
15 The Corporation's Directors and Officers
16 The Funds' Investment Adviser/Manager;
Sub-Advisory Agreement;
The Funds' Distributor;
The Corporation's Independent Accountants;
The Funds' Custodian and
Transfer and Dividend-Disbursing Agent
17 Portfolio Transactions and Brokerage
18 Not Applicable
19 Valuation of Fund Shares;
Additional Purchase and Redemption
Information
20 Additional Tax Information;
Tax-Deferred Retirement Plans
21 The Funds' Distributor;
Portfolio Transactions and Brokerage
22 Performance Information
23 Financial Statements
<PAGE>
TABLE OF CONTENTS
Prospectus Highlights 2
Expenses 4
Financial Highlights 5
LEGG MASON
Performance Information 7 GLOBAL
Investment Objectives and Policies 8 FUNDS
How You Can Invest in the Funds 20
How Your Shareholder Account is
Maintained 21
How You Can Redeem Your Primary Shares 22
How Net Asset Value is Determined 23
Dividends and Other Distributions 23
Taxes 24
Shareholder Services 25
The Funds' Management and Investment Advisers 26
The Funds' Distributor 28
The Funds' Custodian and Transfer Agent 28
Description of the Corporation and its Shares 28
GLOBAL GOVERNMENT TRUST
INTERNATIONAL EQUITY TRUST
ADDRESSES EMERGING MARKETS TRUST
DISTRIBUTOR: PRIMARY SHARES
Legg Mason Wood Walker, Inc.
111 South Calvert Street
P.O. Box 1476, Baltimore, MD 21203-1476 PUTTING YOUR FUTURE FIRST
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 ACCOUNTANTS:
Coopers & Lybrand L.L.P.
217 East Redwood Street, Baltimore, MD 21202 PROSPECTUS
MAY 1, 1996
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 ANY FUND OR ITS DISTRIBUTOR. THE PROSPECTUS DOES NOT
CONSTITUTE AN OFFERING BY ANY FUND OR BY THE PRINCIPAL UNDERWRITER IN ANY
JURISDICTION IN WHICH SUCH OFFERING MAY NOT LAWFULLY BE MADE.
(logo) PRINTED ON RECYCLED PAPER (Legg Mason Logo)
LMF-041
<PAGE>
LEGG MASON GLOBAL FUNDS -- PRIMARY SHARES
LEGG MASON GLOBAL TRUST , INC.:
LEGG MASON GLOBAL GOVERNMENT TRUST
LEGG MASON INTERNATIONAL EQUITY TRUST
LEGG MASON EMERGING MARKETS TRUST
The Legg Mason Global Trust, Inc. ("Corporation") is an open-end management
investment company which currently offers three series: The Legg Mason Global
Government Trust ("Global Government"), The Legg Mason International Equity
Trust ("International Equity") and the Legg Mason Emerging Markets Trust
("Emerging Markets") (each separately referred to as a "Fund" and collectively
referred to as the "Funds"). Global Government is a bond fund; International
Equity and Emerging Markets are equity funds.
This Prospectus sets forth concisely the information about the Funds that a
prospective investor ought to know before investing. It should be read and
retained for future reference. A Statement of Additional Information about the
Funds dated May 1, 1996 has been filed with the Securities and Exchange
Commission ("SEC") and, as amended or supplemented from time to time, is
incorporated herein by reference. The Statement of Additional Information is
available without charge upon request from the Funds' distributor, Legg Mason
Wood Walker, Incorporated ("Legg Mason") (address and telephone numbers listed
below).
INTERNATIONAL EQUITY AND EMERGING MARKETS MAY INVEST UP TO 35% AND 100%,
RESPECTIVELY, OF THEIR TOTAL ASSETS IN THE SECURITIES OF COMPANIES LOCATED IN
DEVELOPING COUNTRIES, INCLUDING COUNTRIES OR REGIONS WITH RELATIVELY LOW GROSS
NATIONAL PRODUCT PER CAPITA COMPARED TO THE WORLD'S MAJOR ECONOMIES, AND IN
COUNTRIES OR REGIONS WITH THE POTENTIAL FOR RAPID BUT UNSTABLE ECONOMIC GROWTH
(COLLECTIVELY, "EMERGING MARKETS"). BECAUSE OF THE RISKS ASSOCIATED WITH COMMON
STOCK INVESTMENTS, BOTH INTERNATIONAL EQUITY AND EMERGING MARKETS ARE INTENDED
TO BE LONG-TERM INVESTMENT VEHICLES AND ARE NOT DESIGNED TO PROVIDE INVESTORS
WITH A MEANS OF SPECULATING ON SHORT-TERM STOCK MARKET MOVEMENTS. INVESTORS IN
THESE TWO FUNDS SHOULD BE ABLE TO TOLERATE SUDDEN, SOMETIMES SUBSTANTIAL
FLUCTUATIONS IN THE VALUE OF THEIR INVESTMENTS.
INVESTORS SHOULD BE COGNIZANT OF THE UNIQUE RISKS OF INTERNATIONAL
INVESTING, INCLUDING EXPOSURE TO CURRENCY FLUCTUATIONS. BECAUSE OF THESE RISKS,
AN INVESTMENT IN ANY OF THESE FUNDS SHOULD NOT BE CONSIDERED A COMPLETE
INVESTMENT PROGRAM. BECAUSE OF THE SPECIAL RISKS ASSOCIATED WITH EMERGING
MARKETS, AN INVESTMENT IN EITHER OF THE EQUITY FUNDS ALSO SHOULD BE CONSIDERED
SPECULATIVE.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK OR OTHER DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY
THE FDIC, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
PROSPECTUS
May 1, 1996
Legg Mason Wood Walker, Inc.
111 South Calvert Street
P.O. Box 1476
Baltimore, MD 21203-1476
410 (Bullet) 539 (Bullet) 0000
800 (Bullet) 822 (Bullet) 5544
<PAGE>
PROSPECTUS HIGHLIGHTS
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.
GLOBAL GOVERNMENT is a non-diversified, professionally managed
portfolio seeking to provide capital appreciation and current income in
order to achieve an attractive total return consistent with prudent
investment risk. In attempting to achieve the Fund's objective, the Fund's
investment adviser, Legg Mason Fund Adviser, Inc. ("LMFA"), normally
invests at least 75% of the Fund's total assets in debt securities issued
or guaranteed by foreign governments, the U.S. Government, their agencies,
instrumentalities and political subdivisions. At least 75% of the Fund's
total assets normally will be invested in investment grade debt securities
of foreign or domestic corporations, governments or other issuers, certain
money market instruments, and repurchase agreements collateralized by such
securities.
The value of the debt instruments held by the Fund, and thus the net
asset value of Fund shares, generally fluctuates inversely with movements
in market interest rates. The prices of longer-term securities generally
fluctuate more than those of shorter-term securities. As a non-diversified
series, the Fund may be subject to greater risk with respect to its
portfolio securities than an investment company that has a broader range
of investments.
The Fund may invest up to 25% of its assets in debt securities rated
below investment grade, whose credit quality is generally considered the
equivalent of U.S. corporate debt securities commonly known as "junk
bonds." Such securities are considered predominantly speculative and may
involve a substantial risk of default. The Fund may also invest in loans
and loan participations, and may use interest rate, currency and index
swaps, caps, collars and floors, all of which involve certain risks and
costs. See "Investment Techniques and Risks" in "Investment Objectives and
Policies," at pages [ ].
INTERNATIONAL EQUITY is a diversified, professionally managed
portfolio seeking maximum long-term total return. In attempting to achieve
the Fund's objective, the Fund's investment adviser, Batterymarch
Financial Management, Inc. ("Batterymarch"), normally invests the Fund's
assets in common stocks of companies located outside the United States.
The Fund may invest up to 35% of its total assets in emerging market
securities.
EMERGING MARKETS is a diversified, professionally managed portfolio
seeking long-term capital appreciation. In attempting to achieve the
Fund's objective, Batterymarch, as the Fund's investment adviser, normally
invests at least 65% of the Fund's total assets in equity securities of
emerging market companies. Assets not invested in emerging market equity
securities may be invested in any combination of debt securities of the
U.S. Government, equity securities of issuers in developed countries, cash
and money market instruments.
The adviser considers emerging markets to include most of the
countries of Asia, Africa, Latin America, Eastern Europe and the Middle
East, as well as certain countries in Western or Southern Europe. Most
emerging market countries or regions have relatively low gross national
products per capita compared to the world's major economies, and have the
potential for rapid but unstable economic growth. The risks of foreign
investing (see below) are heightened in emerging markets.
Because of the risks associated with common stock investments in
emerging markets, International Equity and Emerging Markets are intended
to be long-term investment vehicles and are not designed to provide
investors with a means of speculating on short-term stock market
movements. Investors should be able to tolerate sudden, sometimes
substantial fluctuations in the value of their investment. The value of
the equity and other instruments held by these Funds, and thus the net
asset values of Fund shares, are subject to market risk. See "Investment
Techniques and Risks" in "Investment Objectives and Policies," at pages
[ ].
There can be no assurance that any Fund will achieve its objective.
See "Investment Objectives and Policies," page [ ]. Changes in economic
conditions in, or governmental policies of, foreign
2
<PAGE>
nations will have a significant impact on the performance of the Funds.
Foreign investment involves a possibility of expropriation,
nationalization, confiscatory taxation, limitations on the use or removal
of funds or other assets of a Fund, the withholding of tax on interest or
dividends, and restrictions on the ownership of securities by foreign
entities such as the Funds. Fluctuations in the value of foreign
currencies relative to the U.S. dollar will affect the value of Fund
holdings denominated in such currencies. Each Fund's participation in
hedging and option income strategies also involves certain investment
risks and transaction costs. Because of these risks, each Fund should not
be considered a complete investment program.
Each Fund offers two classes of shares -- Primary Class ("Primary
Shares") and Navigator Class ("Navigator Shares"). Primary Shares offered
in this Prospectus are available to all investors except certain
institutions (see page 5). No initial sales charge is payable on
purchases, and no redemption charge is payable on sales of the Funds'
shares. Each Fund pays management fees to its respective adviser, and
distribution fees with respect to Primary Shares to its distributor, Legg
Mason, as described on pages 29-30 of this Prospectus.
Emerging Markets may choose not to continuously offer its shares for
periods of time after it commences operations. However, an investor may
redeem shares at any time subject to a redemption fee applicable for the
first year after purchase. See "How You Can Redeem Your Primary Shares,"
page [ ].
DISTRIBUTOR:
Legg Mason Wood Walker, Incorporated
INVESTMENT ADVISER:
Legg Mason Fund Adviser, Inc. and Western Asset Management Company (as
sub-adviser) (for Global Government)
Batterymarch Financial Management, Inc. (for International Equity and
Emerging Markets)
INITIAL PURCHASE:
$1,000 minimum, generally.
SUBSEQUENT PURCHASES:
$100 minimum, generally.
PURCHASE METHODS:
Send bank/personal check or wire federal funds. See "How You Can
Invest in the Funds," page 22.
PUBLIC OFFERING PRICE PER SHARE:
Net asset value
EXCHANGE PRIVILEGE:
All funds in the Legg Mason Family of Funds. See "Exchange Privilege,"
page 27.
DIVIDENDS:
Declared and paid monthly for Global Government. Declared and paid
annually for International Equity and Emerging Markets. See "Dividends and
Other Distributions," page 25. All dividends and other distributions are
automatically reinvested in Fund shares unless cash payments are
requested.
3
<PAGE>
EXPENSES
The purpose of the following table is to assist an investor in
understanding the various costs and expenses that an investor in Primary
Shares will bear directly or indirectly. The expenses and fees set forth
in the table are based on average net assets and annual Fund operating
expenses related to Primary Shares of Global Government and International
Equity for the year ended December 31, 1995. For Emerging Markets, which
has no operating history prior to the date of this Prospectus, the
expenses are based on estimated Fund operating expenses for the current
fiscal period, adjusted for current expense limits and fee waiver levels.
SHAREHOLDER TRANSACTION EXPENSES FOR EACH FUND
Maximum sales charge on purchases or
reinvested dividends None
Redemption or exchange fees:
For Global Government and International
Equity None
For Emerging Markets 2.00%*
* Because of the costs involved in trading emerging market securities, Emerging
Markets assesses a 2.00% redemption fee on the proceeds of shares redeemed or
exchanged within one year of purchase. The fee is paid directly to the Fund,
and not to LMFA or Legg Mason. See page .
ANNUAL FUND OPERATING EXPENSES -- PRIMARY SHARES(A)
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
GLOBAL INTERNATIONAL EMERGING
GOVERNMENT EQUITY* MARKETS*
<S> <C> <C> <C>
Management fees 0.75% 0.09% 0.00%
12b-1 fees 0.75% 1.00% 1.00%
Other expenses 0.31% 1.16% 1.50%(B)
Total operating
expenses 1.81% 2.25% 2.50%
</TABLE>
* After waiver of fees and reimbursement of certain expenses.
(A) Pursuant to voluntary expense limitations, LMFA, Legg Mason, and each Fund's
sub-adviser have agreed to waive the management and 12b-1 fees and assume
certain other expenses to the extent necessary to limit total operating
expenses attributable to the Primary Shares of each Fund (exclusive of
taxes, interest, brokerage and extraordinary expenses) as follows: For
Global Government, 1.90% of average daily net assets indefinitely; for
International Equity, 2.25% of average daily net assets until December 31,
1996; for Emerging Markets, 2.50% of average daily net assets until December
31, 1996. In the absence of such waivers, the expected management fee, 12b-1
fee, other expenses, and total operating expenses of each Fund would be as
follows: For International Equity, 0.75%, 1.00%, 1.16% and 2.91% of average
net assets; and for Emerging Markets, 1.00%, 1.00%, 1.50% and 3.50% of
average net assets.
(B) Other expenses are based on annualized estimated amounts for the current
fiscal year.
EXAMPLE
The following example illustrates the expenses that you would pay on a
$1,000 investment in Primary Shares over various time periods assuming (1) a 5%
annual rate of return and (2) full redemption at the end of each time period. As
noted in the prior table, Global Government and International Equity charge no
redemption fees of any kind.
<TABLE>
<CAPTION>
1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Global Government $ 18 $57 $98 $213
International Equity $ 23 $70 $120 $258
Emerging Markets $ 46 $78 N/A N/A
Emerging Markets
(Assuming no
redemption) $ 25 $78 N/A N/A
</TABLE>
This example assumes that the percentage amounts listed under "Annual Fund
Operating Expenses" remain the same over the time periods shown and that all
dividends and other distributions are reinvested. If the waivers are not
extended beyond December 31, 1996, the expense figures in the example may be
higher.
The above tables 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 PROJECTED
OR ACTUAL PERFORMANCE OF PRIMARY SHARES OF THE FUNDS. THE ABOVE TABLES AND
EXAMPLE SHOULD NOT BE CONSIDERED REPRESENTATIONS OF PAST OR FUTURE EXPENSES.
ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE SHOWN. The actual expenses
attributable to Primary Shares will depend upon, among other things, the level
of average net assets, the levels of sales and redemptions of shares, the extent
to which LMFA (and/or a Fund's sub-
4
<PAGE>
adviser) and Legg Mason waive their fees and reimburse all or a portion of each
Fund's expenses and the extent to which Primary Shares incur variable expenses,
such as transfer agency costs.
Because each Fund pays a 12b-1 fee with respect to Primary Shares, long-term
shareholders may pay more in distribution expenses than the economic equivalent
of the maximum front-end sales charge permitted by the National Association of
Securities Dealers, Inc. ("NASD"). For further information concerning Fund
expenses, see "The Funds' Management and Investment Advisers," page 29.
5
<PAGE>
FINANCIAL HIGHLIGHTS
Each Fund offers two classes of shares, Primary Shares and Navigator
Shares. Navigator Shares are currently offered for sale only to
institutional clients of the Fairfield Group, Inc. ("Fairfield") for
investment of their own monies and monies for which they act in a fiduciary
capacity, to clients of Legg Mason Trust Company ("Trust Company") for
which Trust Company exercises discretionary investment management
responsibility, to qualified retirement plans managed on a discretionary
basis and having net assets of at least $200 million, and to The Legg Mason
Profit Sharing Plan and Trust. The information for Primary Shares reflects
the 12b-1 fees paid by that Class.
The financial highlights tables that follow have been derived from each
Fund's financial statements which have been audited by Coopers & Lybrand
L.L.P. Global Government's and International Equity's financial statements
for the year ended December 31, 1995 and the report of Coopers & Lybrand
L.L.P. thereon are included in each respective Fund's annual report and are
incorporated by reference into the Statement of Additional Information. The
annual report for each Fund is available to shareholders without charge by
calling your Legg Mason or affiliated investment executive or Legg Mason's
Funds Marketing Department at 800-822-5544. As of the date of this
Prospectus, Emerging Markets has not commenced operations and has not
issued any annual reports.
GLOBAL GOVERNMENT
<TABLE>
<CAPTION>
PRIMARY CLASS
Years Ended December 31, 1995 1994 1993(A)
PER SHARE OPERATING PERFORMANCE:
<S> <C> <C> <C>
Net asset value, beginning of period $ 9.54 $10.27 $10.00
Net investment income(B) 0.63 0.57 0.36
Net realized and unrealized gain (loss) on investments, forward
currency contracts, options and currency translations 1.32 (0.71) 0.31
Total from investment operations 1.95 (0.14) 0.67
Distributions to shareholders:
Net investment income (1.16) (0.59) (0.36)
Net realized gain on investments -- -- (0.04)
Total distributions (1.16) (0.59) (0.40)
Net asset value, end of period $10.33 $ 9.54 $10.27
Total return(C) 20.80% (1.4)% 6.8%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
Expenses(B) 1.8% 1.3% 0.3%(D)
Net investment income(B) 5.7% 5.7% 5.4%(D)
Portfolio turnover rate 169.5% 127.0% 127.8%(D)
Net assets, end of period (in thousands) $153,954 $145,415 $161,072
</TABLE>
(A) FOR THE PERIOD APRIL 15, 1993 (COMMENCEMENT OF OPERATIONS) TO DECEMBER
31, 1993.
(B) NET OF FEES WAIVED AND REIMBURSEMENTS MADE BY LMFA FOR EXPENSES IN
EXCESS OF VOLUNTARY LIMITATIONS AS FOLLOWS: 0.2% UNTIL SEPTEMBER 30,
1993; 0.35% UNTIL DECEMBER 31, 1993; 0.5% UNTIL JANUARY 31, 1994; 0.7%
UNTIL FEBRUARY 28, 1994; 0.9% UNTIL MARCH 31, 1994; 1.1% UNTIL APRIL
30, 1994; 1.3% UNTIL MAY 31, 1994; 1.5% UNTIL JUNE 30, 1994; 1.7% UNTIL
JULY 31, 1994; AND 1.9% INDEFINITELY.
(C) NOT ANNUALIZED FOR PERIODS OF LESS THAN A FULL YEAR.
(D) ANNUALIZED.
6
<PAGE>
INTERNATIONAL EQUITY
<TABLE>
<CAPTION>
PRIMARY CLASS
Year Ended December 31, 1995(A)
PER SHARE OPERATING PERFORMANCE:
<S> <C>
Net asset value, beginning of period $10.00
Net investment income(B) 0.04
Net realized and unrealized gain on investments and currency translations 0.77
Total from investment operations 0.81
Distributions to shareholders from:
Net investment income (0.04)
In excess of net realized gain on investments (0.07)
Net asset value, end of period $10.70
Total return(C) 8.11%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
Expenses(B) 2.25%(D)
Net investment income(B) 0.52%(D)
Portfolio turnover rate 57.58%(D)
Net assets, end of period (in thousands) $65,947
</TABLE>
(A) FOR THE PERIOD FEBRUARY 17, 1995 (COMMENCEMENT OF OPERATIONS) TO
DECEMBER 31, 1995.
(B) NET OF FEES WAIVED AND EXPENSES REIMBURSED PURSUANT TO A VOLUNTARY
EXPENSE LIMITATION OF 2.25%.
(C) NOT ANNUALIZED FOR PERIODS OF LESS THAN A FULL YEAR.
(D) ANNUALIZED.
7
<PAGE>
PERFORMANCE INFORMATION
From time to time each Fund may quote the TOTAL RETURN of each class of
shares in advertisements or in reports or other communications to shareholders.
A mutual fund's total return is a measurement of the overall change in value,
including changes in share price and assuming reinvestment of dividends and
capital gain distributions, of an investment in the fund. CUMULATIVE TOTAL
RETURN shows the fund's performance over a specific period of time. AVERAGE
ANNUAL TOTAL RETURN is the average annual compounded return that would have
produced the same cumulative total return if the fund's performance had been
constant over the entire period. Average annual returns, which differ from
actual year-by-year results, tend to smooth out variations in a fund's return.
No adjustment has been made for any income taxes payable by shareholders. The
total returns shown below would have been lower if LMFA and Legg Mason had not
waived certain fees for the periods presented below. As of the date of this
Prospectus, Emerging Markets has no operating history.
Total returns of Primary Shares as of December 31, 1995 were as follows:
<TABLE>
<CAPTION>
GLOBAL INTERNATIONAL
CUMULATIVE TOTAL RETURN GOVERNMENT EQUITY
<S> <C> <C>
One Year +20.80% N/A
Life of Class +27.16%(A) +8.11%(B)
</TABLE>
<TABLE>
<CAPTION>
GLOBAL INTERNATIONAL
AVERAGE ANNUAL TOTAL RETURN GOVERNMENT EQUITY
<S> <C> <C>
One Year +20.80% N/A
Life of Class +9.25%(A) N/A
</TABLE>
(A) INCEPTION OF GLOBAL GOVERNMENT -- APRIL 15, 1993.
(B) INCEPTION OF INTERNATIONAL EQUITY -- FEBRUARY 17, 1995.
Global Government also may advertise its YIELD. Yield reflects investment
income net of expenses over a 30-day (or one-month) period on a Fund share,
expressed as an annualized percentage of the offering price per share at the end
of the period. The effective yield, although calculated similarly, will be
slightly higher than the yield because it assumes that income earned from the
investment is reinvested (i.e., it includes the compounding effect of
reinvestment). Yield computations differ from other accounting methods and
therefore may differ from dividends actually paid or reported net income.
Total return and yield information reflect past performance and are not
predictions or guarantees of future results. Investment return and share price
will fluctuate, and the value of your shares, when redeemed, may be worth more
or less than their original cost. Further information about each Fund's
performance is contained in its annual report to shareholders, which may be
obtained without charge by calling your Legg Mason or affiliated investment
executive or Legg Mason's Funds Marketing Department at 800-822-5544.
8
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
Each Fund's investment objective may not be changed without
shareholder approval; however, except as otherwise noted, the investment
policies of each Fund described below may be changed by the Corporation's
Board of Directors without a shareholder vote. There can be no assurance
that any Fund will achieve its investment objective.
GLOBAL GOVERNMENT'S investment objective is to provide capital
appreciation and current income in order to achieve an attractive total
return consistent with prudent investment risk. The Fund normally attempts
to achieve this objective by investing at least 75% of its total assets in
debt securities issued or guaranteed by the U. S. Government or foreign
governments, their agencies, instrumentalities or political subdivisions.
The Fund normally will invest at least 75% of its assets in debt
securities issued or guaranteed by the U. S. Government or foreign
governments, the agencies or instrumentalities of either, supranational
organizations and foreign or domestic corporations, trusts, or financial
institutions rated within the four highest grades by Moody's Investors
Service, Inc. ("Moody's") or Standard & Poor's ("S&P") or, if unrated by
Moody's or S&P, judged by LMFA to be of comparable quality, certain money
market instruments and repurchase agreements involving any of the
foregoing. These are considered investment grade debt securities.
Under normal circumstances, the Fund will be invested in at least
three different countries, including the United States. The Fund will
invest no more than 40% of its total assets in any one country other than
the United States. There is no other limit on the percentage of the Fund's
assets that may be invested in any one country or currency.
The money market instruments in which the Fund may invest include
commercial paper and other money market instruments which are: rated A-1
or A-2 by S&P or Prime-1 or Prime-2 by Moody's at the date of investment;
issued or guaranteed as to principal and interest by issuers or guarantors
having an existing debt security rating of A or better by Moody's or S&P,
or if unrated by Moody's or S&P, judged by LMFA to be of comparable
quality; and bank certificates of deposit and bankers' acceptances judged
by LMFA to be of comparable quality.
The remainder of the Fund's assets, not in excess of 25% of its
assets, may be invested in: (1) debt securities of issuers which are rated
at the time of purchase below Moody's or S&P's four highest grades, or
unrated securities judged by LMFA to be of comparable quality. This may
include lower-rated debt securities issued or guaranteed by foreign
governments or by domestic or foreign corporations, trusts or financial
institutions; (2) loans and participations in loans originated by banks
and other financial institutions, which also may be below investment
grade; (3) securities which may be convertible into or exchangeable for,
or carry warrants to purchase, common stock, or other equity interests
(such securities may offer attractive income opportunities, and the debt
securities of certain issuers may not be available without such features);
and (4) common and preferred stocks. See page 17 for a discussion of the
risks of lower-rated debt securities. If a security is downgraded
subsequent to its purchase, the Fund will sell that security or another if
that is necessary to assure that 75% of its assets are investment grade or
equivalent quality instruments.
The Fund may invest directly in U.S. dollar-denominated or foreign
currency-denominated foreign debt (including preferred or preference
stock) and money market securities issued or guaranteed by governmental
and non-governmental issuers, international agencies and supranational
entities. Some securities issued by foreign governments or their
subdivisions, agencies and instrumentalities may not be backed by the full
faith and credit of the foreign government.
The Fund's foreign investments may include securities of issuers based
in developed countries (including, but not limited to, countries in the
European Community, Canada, Japan, Australia, New Zealand and newly
industrialized countries, such as Singapore, Taiwan and South Korea).
The Fund may invest in "Brady Bonds," which are debt restructurings
that provide for the exchange of cash and loans for newly issued bonds.
Brady Bonds have been issued by numerous emerging market governments, and
other such
9
<PAGE>
governments are expected to issue them in the future. Brady Bonds
currently are rated below investment grade. As of the date of this
Prospectus, LMFA is not aware of the occurrence of any payment defaults on
Brady Bonds. Investors should recognize, however, that Brady Bonds have
been issued only recently and, accordingly, do not have a long payment
history. Brady Bonds may be collateralized or uncollateralized, are issued
in various currencies (primarily the U. S. dollar) and are actively traded
in the secondary market for Latin American debt.
The Fund may invest in either collateralized or uncollateralized Brady
Bonds. U.S. dollar-denominated, collateralized Brady Bonds, which may be
fixed-rate par bonds or floating rate discount bonds, are collateralized
in full as to principal by U.S. Treasury zero coupon bonds having the same
maturity as the bonds. Interest payments on such bonds generally are
collateralized by cash or securities in an amount that, in the case of
fixed-rate bonds, is equal to at least one year of rolling interest
payments or, in the case of floating rate bonds, initially is equal to at
least one year's rolling interest payments based on the applicable
interest rate at that time and is adjusted at regular intervals
thereafter.
Foreign government securities may include debt securities denominated
in multinational currency units. An example of a multinational currency
unit is the European Currency Unit ("ECU"). An ECU represents specified
amounts of currencies of certain member states of the European Economic
Community. The specific amounts of currencies comprising the ECU may be
adjusted to reflect changes in relative values of the underlying
currencies. LMFA does not believe that such adjustments will adversely
affect holders of ECU-denominated obligations or the marketability of such
securities. European supranational entities, in particular, issue
ECU-denominated obligations. The market for ECUs may become illiquid at
times of rapid change in the European currency markets, limiting the
Fund's ability to prevent potential losses.
The Fund may buy and sell options, futures and forward contracts for
hedging purposes and, to the extent permitted by regulatory agencies, for
non-hedging purposes in an effort to enhance income. See "Options and
Futures; Forward Currency Exchange Contracts," page [ ] and "Risks of
Futures, Options and Forward Contracts," page [ ]. The Fund may purchase
securities on a when-issued basis and enter into forward commitments to
purchase securities; may enter into swaps, caps, collars and floors for
hedging and other purposes; may lend its securities to brokers, dealers
and other financial institutions to earn income; may borrow money for
temporary or emergency purposes; and may enter into short sales "against
the box." See "When-Issued Securities and Standby Commitments," page [ ].
When LMFA believes such action is warranted by unusual market
conditions, the Fund may invest temporarily without limit in cash (U.S.
dollars) and U.S. dollar-denominated money market instruments.
INTERNATIONAL EQUITY'S investment objective is to seek maximum
long-term total return. The Fund attempts to meet this objective by
investing primarily in common stocks of companies located outside the
United States. Under normal circumstances, the Fund will invest at least
65% of its total assets in equity securities of issuers located in at
least three different countries other than the United States. In
implementing this policy, Batterymarch currently intends to invest
substantially all of the Fund's assets in non-U.S. equity securities.
Batterymarch examines securities from over 20 international stock markets,
with emphasis on several of the largest -- Japan, the United Kingdom,
France, Canada and Germany. Common stocks are chosen using Batterymarch's
system for identifying common stocks it believes to be undervalued. The
weighting of the Fund's assets among individual countries will reflect an
assessment of the attractiveness of individual equity securities
regardless of where they trade. In addition, the Fund may invest up to 35%
of its total assets in emerging market securities.
The Fund's investment portfolio will normally be diversified across a
broad range of industries and across a number of countries, consistent
with the objective of maximum total return. The Fund is expected to remain
substantially fully invested in equity securities. However, when cash is
temporarily available, or for temporary defensive purposes, when
Batterymarch believes such action is warranted by abnormal market or
economic situations, the Fund may invest without limit in repurchase
10
<PAGE>
agreements of domestic issuers. When Batterymarch believes such action is
warranted by abnormal market or economic situations, for temporary
defensive purposes, the Fund also may invest without limit in short-term
debt instruments, including government, corporate and money market
securities of domestic issuers. Such short-term investments will be rated
in one of the four highest rating categories by S&P or Moody's or, if
unrated by S&P or Moody's, judged by Batterymarch to be of comparable
quality.
The Fund is authorized to invest in stock index futures and options as
discussed below. The Fund may also enter into forward foreign currency
exchange contracts in order to protect against fluctuations in exchange
rates. See "Options, Futures and Forward Currency Exchange Contracts,"
page [ ] and "Risks of Futures, Options and Forward Contracts," page
[ ].
The Fund is permitted to hold securities other than common stock, such
as debentures or preferred stock that may or may not be convertible into
common stock. Some of these instruments may be rated below investment
grade. The Fund will not purchase securities rated below investment grade
(or comparable unrated securities) if, as a result, more than 5% of the
Fund's net assets would be so invested.
EMERGING MARKETS' investment objective is long-term capital
appreciation. The Fund attempts to meet this objective by investing at
least 65% of its total assets in emerging market equity securities under
normal conditions.
Assets not invested in emerging market equity securities may be
invested in any combination of debt securities of the U.S. Government,
equity securities of issuers in developed countries, cash and money market
instruments, including repurchase agreements. Batterymarch intends to be
substantially fully invested in equity securities and convertible
securities of emerging market issuers. The Fund may use options and stock
index futures as discussed below. It may also enter into forward foreign
currency exchange contracts in order to protect against fluctuations in
exchange rates. However, appropriate hedging instruments are not available
with respect to most emerging markets, and the Fund accordingly does not
now intend to employ hedging strategies. See "Options, Futures and Forward
Currency Exchange Contracts," page [ ], and "Risks of Futures, Options,
Futures and Forward Contracts," page [ ].
The Fund may invest in the following types of equity securities:
common stock, preferred stock, securities convertible into common stock,
rights and warrants to acquire such securities and substantially similar
forms of equity with comparable risk characteristics.
The Fund intends to invest in Asia, Latin America, the Indian
Sub-continent, Southern and Eastern Europe, the Middle East, and Africa,
although it may not invest in all these markets at all times and may not
invest in any particular market when it deems investment in that country
or region to be inadvisable.
More than 25% of the Fund's total assets may be denominated in a
single currency. Concentration in a single foreign currency will increase
the Fund's exposure to adverse developments affecting the value of that
currency. An issuer of securities purchased by the Fund may be domiciled
in a country other than the country in whose currency the securities are
denominated.
When abnormal market or economic situations warrant in the opinion of
Batterymarch, the Fund may invest without limit for temporary defensive
purposes in short-term debt instruments, including government, corporate
and money market securities of domestic issuers, as well as repurchase
agreements. Such short-term instruments will be rated in one of the four
highest rating categories by S&P or Moody's or, if unrated, judged by the
adviser to be of comparable quality.
INVESTMENT RESTRICTIONS
Global Government is a "non-diversified" investment company;
therefore, the percentage of its assets invested in any single issuer is
not limited by the Investment Company Act of 1940 ("1940 Act"). However,
the Fund intends to continue to qualify as a regulated investment company
("RIC") under the Internal Revenue Code of 1986, as amended ("Code"),
which requires that, among other things, at the close of each quarter of
the Fund's taxable year: (1) with respect to 50% of the Fund's total
assets, no more than 5% of its total assets may be invested in the
securities of any one issuer; and (2) no more than 25% of the value of the
Fund's total assets may be invested in the securities of a single issuer;
these limits do not apply to U.S. government securities. To the extent
11
<PAGE>
the Fund's assets are invested in the obligations of a limited number of
issuers or in a limited number of countries or currencies, the value of
the Fund's shares will be more susceptible to any single economic,
political or regulatory occurrence than would the shares of a diversified
company.
The fundamental restrictions applicable to the Fund include a
prohibition on investing 25% or more of total assets in the securities of
issuers having their principal business activities in the same industry
(with the exception of securities issued or guaranteed by the U. S.
Government, its agencies or instrumentalities and repurchase agreements
with respect thereto). Additional fundamental and non-fundamental
investment restrictions are set forth in the Statement of Additional
Information.
As a fundamental policy, each Fund may borrow an amount equal to
33 1/3% of its total assets. Because of the limited liquidity of some
emerging markets, Emerging Markets, in particular, occasionally may be
required to borrow to meet redemption requests. Borrowing may cause
greater fluctuation in share value, but also may enable the Fund to retain
favorable securities positions rather than liquidating them to meet
redemptions. None of the Funds will borrow for the purpose of leveraging
its portfolio. As a non-fundamental policy, none of the Funds may purchase
securities when outstanding borrowings exceed 5% of total assets.
INVESTMENT TECHNIQUES AND RISKS
The following investment techniques and risks apply to each of the
Funds unless otherwise stated.
Foreign Securities
Investing in the securities of issuers in any foreign country involves
special risks and considerations not typically associated with investing
in U.S. companies. These include risks resulting from differences in
accounting, auditing and financial reporting standards; lower liquidity
than U.S. securities; the possibility of nationalization, expropriation or
confiscatory taxation; adverse changes in investment or exchange control
regulations (which may include suspension of the ability to transfer
currency out of a country); and political instability. In many cases,
there is less publicly available information concerning foreign issuers
than is available concerning U.S. issuers. Additionally, purchases and
sales of foreign securities and dividends and interest payable on those
securities may be subject to foreign taxes and tax withholding. Foreign
securities generally exhibit greater price volatility and a greater risk
of illiquidity. Changes in foreign exchange rates will affect the value of
securities denominated or quoted in currencies other than the U.S. dollar
irrespective of the performance of the underlying investment.
The relative performance of various countries' fixed income and equity
markets historically has reflected wide variations relating to the unique
characteristics of each country's economy. Individual foreign economies
may differ favorably or unfavorably from the U.S. economy in such respects
as growth of gross domestic product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position.
Bank deposit insurance, if any, may be subject to widely varying
regulations and limits in foreign countries.
Foreign securities purchased by a Fund may be listed on foreign
exchanges or traded over-the-counter. Transactions on foreign exchanges
are usually subject to mark-ups or commissions higher than negotiated
commissions on U.S. transactions, although each Fund will endeavor to
obtain the best net results in effecting transactions. There is less
government supervision and regulation of exchanges and brokers in many
foreign countries than in the United States. Additional costs associated
with an investment in foreign securities will include higher custodial
fees than apply to domestic custodial arrangements and transaction costs
of foreign currency conversions.
Emerging Market Securities
Each Fund may invest in securities of issuers based in emerging
markets (including, but not limited to, countries in Asia, Latin America,
the Indian Subcontinent, Southern and Eastern Europe, the Middle East, and
Africa). The risks of foreign investment, described above, are greater for
investments in emerging markets. Because of the special risks associated
with investing in emerging markets, an investment in any of the Funds
should be considered speculative. With respect to Global Government, debt
securities of governmental and corporate issuers in
12
<PAGE>
such countries will typically be rated below investment grade or be of
comparable quality. Emerging markets will include any country: (i) having
an "emerging stock market" as defined by the International Finance
Corporation; (ii) with low- to middle-income economies according to the
International Bank for Reconstruction and Development ("World Bank");
(iii) listed in World Bank publications as developing or (iv) determined
by Batterymarch to be an emerging market in accordance with the criteria
of those organizations. The following are considered emerging market
securities: (1) securities publicly traded on emerging market stock
exchanges, or whose principal trading market is over-the-counter (i.e.,
off-exchange) in an emerging market; (2) securities (i) denominated in any
emerging market currency or (ii) denominated in a major currency if issued
by companies to finance operations in an emerging market; (3) securities
of companies that derive a substantial portion of their total revenues
from goods or services produced in, or sales made in, emerging markets;
(4) securities of companies organized under the laws of an emerging market
country or region, which are publicly traded in securities markets
elsewhere; and (5) American depositary receipts ("ADRs") (or similar
instruments) with respect to the foregoing.
Investors are strongly advised to consider carefully the special risks
involved in emerging markets, which are in addition to the usual risks of
investing in developed markets around the world. Many emerging market
countries have experienced substantial, and in some periods extremely
high, rates of inflation for many years. Inflation and rapid fluctuations
in inflation rates have had, and may continue to have, very negative
effects on the economies and securities markets of certain emerging
markets.
Economies in emerging markets generally are dependent heavily upon
international trade and, accordingly, have been and may continue to be
affected adversely by economic conditions, trade barriers, exchange
controls, managed adjustments in relative currency values and other
protectionist measures imposed or negotiated by the countries with which
they trade.
Over the last quarter of a century, inflation in many emerging market
countries has been significantly higher than the world average. While some
emerging market countries have sought to develop a number of corrective
mechanisms to reduce inflation or mitigate its effects, inflation may
continue to have significant effects both on emerging market economies and
their securities markets. In addition, many of the currencies of emerging
market countries have experienced steady devaluations relative to the U.S.
dollar, and major devaluations have occurred in certain countries.
Because of the high levels of foreign-denominated debt owed by many
emerging market countries, fluctuating exchange rates can significantly
affect the debt service obligations of those countries. This could, in
turn, affect local interest rates, profit margins and exports which are a
major source of foreign exchange earnings. Although it might be
theoretically possible to hedge for anticipated income and gains, the
ongoing and indeterminate nature of the foregoing risk (and the costs
associated with hedging transactions) makes it virtually impossible to
hedge effectively against such risks.
To the extent an emerging market country faces a liquidity crisis with
respect to its foreign exchange reserves, it may increase restrictions on
the outflow of any foreign exchange. Repatriation is ultimately dependent
on the ability of the Fund to liquidate its investments and convert the
local currency proceeds obtained from such liquidation into U.S. dollars.
Where this conversion must be done through official channels (usually the
central bank or certain authorized commercial banks), the ability to
obtain U.S. dollars is dependent on the availability of such U.S. dollars
through those channels and, if available, upon the willingness of those
channels to allocate those U.S. dollars to the Fund. In such a case, the
Fund's ability to obtain U.S. dollars may be adversely affected by any
increased restrictions imposed on the outflow of foreign exchange. If the
Fund is unable to repatriate any amounts due to exchange controls, it may
be required to accept an obligation payable at some future date by the
central bank or other governmental entity of the jurisdiction involved. If
such conversion can legally be done outside official channels, either
directly or indirectly, the Fund's ability to obtain U.S. dollars may not
be affected as much by any increased restrictions except to the extent of
the price which may be required to be paid for the U.S. dollars.
Many emerging market countries have little experience with the
corporate form of business
13
<PAGE>
organization, and may not have well developed corporation and business
laws or concepts of fiduciary duty in the business context.
The securities markets of emerging markets are substantially smaller,
less developed, less liquid and more volatile than the securities markets
of the U.S. and other more developed countries. Disclosure and regulatory
standards in many respects are less stringent than in the U.S. and other
major markets. There also may be a lower level of monitoring and
regulation of emerging markets and the activities of investors in such
markets; enforcement of existing regulations has been extremely limited.
Some emerging markets have different settlement and clearance
procedures. In certain markets there have been times when settlements have
been unable to keep pace with the volume of securities transactions,
making it difficult to conduct such transactions. The inability of a Fund
to make intended securities purchases due to settlement problems could
cause that Fund to miss attractive investment opportunities. Inability to
dispose of a portfolio security caused by settlement problems could result
either in losses to the Fund due to subsequent declines in value of the
portfolio security or, if the Fund has entered into a contract to sell the
security, in possible liability to the purchaser.
The risk also exists that an emergency situation may arise in one or
more emerging markets as a result of which trading of securities may cease
or may be substantially curtailed and prices for a Fund's portfolio
securities in such markets may not be readily available.
Investment in Japan
International Equity may invest more than 25% of its total assets in
securities of Japanese issuers. Japan is the largest capitalized stock
market outside the United States. The performance of the Fund may
therefore be significantly affected by events affecting the Japanese
economy and the exchange rate between the Japanese yen and the U.S.
dollar. Japan has recently experienced a recession, including a decline in
real estate values that adversely affected the balance sheets of many
financial institutions. The strength of the Japanese currency may
adversely affect industries engaged substantially in export. Japan's
economy is heavily dependent on foreign oil. Japan is located in a
seismically active area, and severe earthquakes may damage important
elements of the country's infrastructure. Japanese economic prospects may
be affected by the political and military situations of its nearby
neighbors, notably North and South Korea, China, and Russia.
Sovereign Debt Securities
Global Government may invest in sovereign debt securities of emerging
market governments. Sovereign debt is subject to risks in addition to
those relating to foreign investments generally. As a sovereign entity,
the issuing government may be immune from lawsuits in the event of its
failure or refusal to pay the obligations when due. The debtor's
willingness or ability to repay in a timely manner may be affected by,
among other factors, its cash flow situation, the extent of its foreign
reserves, the availability of sufficient foreign exchange on the date a
payment is due, the relative size of the debt service burden to the
economy as a whole, the sovereign debtor's policy toward principal
international lenders and the political constraints to which the sovereign
debtor may be subject. Sovereign debtors also may be dependent on expected
disbursements from foreign governments or multilateral agencies, the
country's access to trade and other international credits, and the
country's balance of trade. Some emerging market sovereign debtors have in
the past rescheduled their debt payments or declared moratoria on
payments, and similar occurrences may happen in the future.
Repurchase Agreements
Repurchase agreements are agreements under which either U.S.
government obligations or other high-quality, liquid debt securities are
acquired from a securities dealer or bank subject to resale at an
agreed-upon price and date. The securities are held for the Funds by State
Street Bank and Trust Company ("State Street"), the Funds' custodian, 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. A Fund bears a risk of loss in the event that
the other party to a repurchase agreement defaults on its obligations and
that Fund is delayed or prevented from exercising its right to dispose of
the collateral securities, which may decline in value in the interim. A
Fund will
14
<PAGE>
enter into repurchase agreements only with financial institutions which
its adviser believes present minimal risk of default during the term of
the agreement based on guidelines established by the Corporation's Board
of Directors.
Loans of Portfolio Securities
Each Fund may lend portfolio securities to brokers or dealers in
corporate or government securities, banks or other recognized
institutional borrowers of securities, provided that cash or equivalent
collateral, equal to at least 100% of the market value of the securities
loaned, is continuously maintained by the borrower with that Fund. During
the time securities are on loan, the borrower will pay the Fund an amount
equivalent to any dividends or interest paid on such securities, and the
Fund may invest the cash collateral and earn income, or it may receive an
agreed upon amount of interest income from the borrower who has delivered
equivalent collateral. These loans are subject to termination at the
option of the Fund or the borrower. Each Fund may pay reasonable
administrative and custodial fees in connection with a loan and may pay a
negotiated portion of the interest earned on the cash or equivalent
collateral to the borrower or placing broker. Each Fund presently does not
expect to have on loan at any given time securities totaling more than
one-third of its net asset value. When a Fund loans a security to another
party, it runs the risk that the other party will default on its
obligation, and that the value of the collateral will decline before the
Fund can dispose of it.
Restricted and Illiquid Securities
Restricted securities are securities subject to legal or contractual
restrictions on resale, such as private placements. Such restrictions
might prevent the sale of restricted securities at a time when a sale
would otherwise be desirable. No Fund will acquire a security for which
there is not a readily available market ("illiquid assets") if such
acquisition would cause the aggregate value of illiquid assets to exceed
15% of its net assets. Time deposits and repurchase agreements maturing in
more than seven days are considered illiquid. Illiquid securities may be
difficult to value, and the Fund may have difficulty disposing of such
securities promptly.
The Funds do not consider foreign securities to be illiquid if they
can be freely sold in the principal markets in which they are traded, even
if they are not registered for sale in the U.S. Rule 144A securities,
although not registered, may be sold to qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933. Each Fund's
adviser, acting pursuant to guidelines established by the Corporation's
Board of Directors, may determine that some Rule 144A securities are
liquid. If the newly-developing institutional markets for restricted
securities do not develop as anticipated, the liquidity of a Fund could be
adversely affected.
Depositary Receipts
The Funds may invest in ADRs or similar non-U.S. instruments issued by
foreign banks or trust companies. ADRs are securities issued by a U.S.
depositary (usually a bank) and represent a specified quantity of
underlying non-U.S. stock on deposit with a custodian bank as collateral.
ADRs may be sponsored or unsponsored. A sponsored ADR is issued by a
depositary which has an exclusive relationship with the issuer of the
underlying security. An unsponsored ADR may be issued by any number of
U.S. depositaries. The Funds may invest in either type of ADR. A foreign
issuer of the security underlying an ADR is generally not subject to the
same reporting requirements in the United States as a domestic issuer.
Accordingly, the information available to a U.S. investor will be limited
to the information the foreign issuer is required to disclose in its own
country and the market value of an ADR may not reflect undisclosed
material information concerning the issuer or the underlying security.
ADRs may also be subject to exchange rate risks if the underlying
securities are denominated in foreign currency. Some of these depositary
receipts may be issued in bearer form. For purposes of their investment
policies, each Fund will treat ADRs and similar instruments as equivalent
to investment in the underlying securities.
Securities of Other Investment Companies
Due to restrictions on direct investment by foreign entities in
certain emerging markets, or other difficulties limiting the availability
of local securities, investment in other investment companies may be the
most practical or only manner in
15
<PAGE>
which a Fund can invest in certain emerging markets. A Fund may invest in
the securities of other investment companies, but it will not own more
than 3% of the total outstanding voting stock of any investment company,
invest more than 5% of its total assets in any one investment company, or
invest more than 10% of its total assets in investment companies in
general. Such investments may involve the payment of substantial premiums
above the net asset value of such issuers' portfolio securities, and the
total return on such investments will be reduced by the operating expenses
and fees of such investment companies, including advisory fees. There can
be no assurance that a Fund will be able to invest in certain emerging
markets. A Fund will invest in such funds when, in the adviser's judgment,
the potential benefits of such investment justify the payment of any
applicable premium or sales charge.
Options, Futures and Forward Currency Exchange Contracts
A futures contract is an agreement between the parties to buy or sell
a specified amount of one or more securities or currencies at a specified
price and date; futures contracts are generally closed out by the parties
in advance of that date for a cash settlement. Under an option contract,
one party has the right to require the other to buy or sell a specific
security, currency or futures contract, and may exercise that right if the
market price of the underlying instrument moves in a direction
advantageous to the holder of the option. A forward foreign currency
exchange contract is an obligation to purchase or sell a specific currency
at a future date, which may be any fixed number of days from the date of
the contract agreed upon by the parties, at a price set at the time of the
contract. Options, futures and forward currency exchange contracts are
generally considered to be "derivatives."
FOR GLOBAL GOVERNMENT:
The Fund may buy and sell options, futures and forward contracts for
hedging purposes and, to the extent permitted by regulatory agencies, for
non-hedging purposes in an effort to enhance income. The Fund may purchase
and sell call and put options on bond indices and on securities in which
the Fund is authorized to invest for hedging purposes or to enhance
income. The Fund may also purchase and sell interest rate and bond index
futures contracts and options thereon for hedging purposes.
The Fund may enter into forward currency contracts for the purchase or
sale of a specified currency at a specified future date either with
respect to specified transactions or with respect to its portfolio
positions. For example, when LMFA anticipates making a currency exchange
transaction in connection with the purchase or sale of a security, the
Fund may enter into a forward contract in order to set the exchange rate
at which the transaction will be made. The Fund may enter into a forward
contract to sell an amount of a foreign currency approximating the value
of some or all of its security positions denominated in such currency. It
may also engage in cross-hedging by using a forward contract in one
currency to hedge against fluctuations in the value of securities
denominated in a different currency. The purpose of these contracts is to
minimize the risk to the Fund from adverse changes in the relationship
between two currencies. Cross-currency hedging requires a degree of
correlation between the two currencies involved. Some currency
relationships thought to be correlated have proven highly volatile on some
occasions.
The Fund may also purchase and sell foreign currency futures
contracts, options thereon and options on foreign currencies to hedge
against the risk of fluctuations in the market value of foreign securities
it holds or intends to purchase, resulting from changes in foreign
exchange rates. The Fund may also purchase and sell options on foreign
currencies and use forward currency contracts to enhance income.
FOR INTERNATIONAL EQUITY AND EMERGING MARKETS:
A Fund may enter into forward foreign currency exchange contracts in
order to protect against uncertainty in the level of future foreign
exchange rates in the purchase and sale of investment securities. It may
not enter into such contracts for speculative purposes. Forward currency
contracts may be bought or sold to protect the Fund to a limited extent
against adverse changes in exchange rates between foreign currencies and
the U.S. dollar.
Each Fund may utilize futures contracts and options to a limited
extent. Specifically, a Fund may enter into futures contracts and related
options provided that not more than 5% of its net
16
<PAGE>
assets are required as a futures contract deposit and/or premium; in
addition, a Fund may not enter into futures contracts or related options
if, as a result, more than 20% of the Fund's total assets would be so
invested.
Futures contracts and options may be used for several reasons: to
simulate full investment in underlying securities while retaining a cash
balance for Fund management purposes, to facilitate trading, to reduce
transaction costs, or to seek higher investment returns when a futures
contract or option is priced more attractively than the underlying equity
security or index.
As noted above, it may be difficult or impossible to hedge exposures
in emerging markets, both because of the nature of the risks and because
of the limited availability of suitable hedging instruments.
Risks of Futures, Options and Forward Currency Exchange Contracts
The use of options, futures and forward currency exchange contracts
involves certain investment risks and transaction costs. These risks
include (1) dependence on the ability of each Fund's adviser to predict
movements in the prices of individual securities, fluctuations in the
general securities markets or in market sectors and movements in interest
rates and currency markets; (2) imperfect correlation, or no correlation
at all, between movements in the price of options, currencies, futures
contracts or forward currency contracts and movements in the price of the
underlying securities or currencies; (3) the fact that skills needed to
use these instruments are different from those needed to select a Fund's
portfolio securities; (4) the possible lack of a liquid secondary market
for any particular instrument at any particular time; (5) the possibility
that the use of cover or segregation involving a large percentage of the
Fund's assets could impede portfolio management or that Fund's ability to
meet redemption requests or other short-term obligations; (6) the possible
need to defer closing out positions in these instruments in order to avoid
adverse tax consequences; and (7) the fact that, although use of these
instruments for hedging purposes can reduce the risk of loss, they can
also reduce the opportunity for gain, or even result in losses, by
offsetting favorable price movements in hedged investments. There can be
no assurance that a Fund's use of futures contracts, forward currency
contracts or options will be successful. Moreover, in the event that an
anticipated change in the price of the securities or currencies that are
the subject of the strategy does not occur, the Fund might have been in a
better position had it not used that strategy at all. Forward currency
contracts, which protect the value of a Fund's investment securities
against a decline in the value of a currency, do not eliminate
fluctuations in the underlying prices of the securities. They simply
establish an exchange rate at a future date. The use of options and
futures contracts for speculative purposes, i.e., to enhance income or to
increase a Fund's exposure to a particular security or foreign currency,
subjects the Fund to additional risk. The use of options, futures or
forward contracts to hedge an anticipated purchase also subjects a Fund to
additional risk until the purchase is completed or the position is closed
out.
When a Fund purchases or sells a futures contract, it is required to
deposit with its custodian (or a broker, if legally permitted) a specified
amount of cash or U. S. government securities ("initial margin"). A Fund
will not enter into futures contracts or commodities option positions
(other than option positions that are "in-the-money" at the time of
purchase) if, immediately thereafter, its initial margin deposits plus
premiums paid by it, would exceed 5% of the fair market value of the
Fund's net assets. If a Fund writes an option or sells a futures contract
and is not able to close out that position prior to settlement date, the
Fund may be required to deliver cash or securities substantially in excess
of these amounts.
Many options on securities are traded primarily on the
over-the-counter ("OTC") market. OTC options are two-party contracts with
price and other terms negotiated between buyer and seller and generally do
not have as much liquidity as exchange-traded options. Thus, when a Fund
purchases an OTC option, it relies on the dealer from which it has
purchased the option to make or take delivery of the securities underlying
the option. Failure by the dealer to do so would result in the loss of the
premium paid by that Fund as well as the loss of the expected benefit of
the transaction. OTC options may be considered "illiquid securities" for
purposes of each Fund's investment limitations. Options and futures traded
on U.S. or other exchanges may be subject to position and daily
fluctuation limits, which may limit the
17
<PAGE>
ability of a Fund to reduce risk using such options and futures and may
limit their liquidity.
When using options, futures or forwards, each Fund will cover its
short positions or maintain a segregated asset account, to the extent
required by SEC staff positions. The Statement of Additional Information
contains a more detailed description of futures, options and forward
strategies.
THE FOLLOWING DESCRIBES CERTAIN INVESTMENT TECHNIQUES USED PRIMARILY
BY GLOBAL GOVERNMENT:
Lower-Rated Debt Securities
The Fund may invest in debt obligations of any grade. LMFA seeks to
minimize the risks of investing in all securities through in-depth credit
analysis and attention to current developments in interest rates and
market conditions.
Securities rated Baa and BBB are the lowest which are considered
"investment grade" obligations. Moody's describes securities rated Baa as
"medium-grade" obligations; they are "neither highly protected nor poorly
secured . . . [I]nterest payments and principal security appear adequate
for the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well." Where one rating organization has assigned an
investment grade rating to an instrument and others have given it a lower
rating, the Fund may consider the instrument to be investment grade. The
ratings do not include the risk of market fluctuations.
The Fund may invest up to 25% of its total assets in high-yield,
high-risk securities rated below investment grade. Such securities are
deemed by Moody's and S&P to be predominantly speculative with respect to
the issuer's capacity to pay interest and repay principal. Those in the
lowest rating categories may involve a substantial risk of default or may
be in default. Changes in economic conditions or developments regarding
the individual issuer are more likely to cause price volatility and weaken
the capacity of such securities to make principal and interest payments
than is the case for higher grade debt securities. An economic downturn
affecting the issuers may result in an increased incidence of default. The
market for lower-rated securities may be thinner and less active than that
for higher-rated securities. LMFA will invest in such securities only when
it concludes that the anticipated return to the Fund on such an investment
warrants exposure to the additional level of risk. A further description
of Moody's and S&P's ratings is included in the Appendix to the Statement
of Additional Information. Although the Fund may invest in lower-rated
debt securities of domestic issuers, it currently intends to limit
investments in lower-rated debt securities to those issued by foreign
corporations, those issued or guaranteed by foreign governmental issuers,
and those issued by domestic corporations but linked to the performance of
such foreign-issue debt. See "Foreign Securities" page 11.
The table below provides a summary of ratings assigned to debt
holdings in Global Government's portfolio. These figures are
dollar-weighted averages of month-end portfolio holdings during the fiscal
year ended December 31, 1995, presented as a percentage of total
investments. These percentages are historical and are not necessarily
indicative of the quality of current or future portfolio holdings, which
may vary.
<TABLE>
<CAPTION>
MOODY'S AAA/
RATINGS AA/A BAA BA B CAA CA C NR
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Average 68.2% -- 3.5% 5.6% -- -- -- 22.7%
</TABLE>
<TABLE>
<CAPTION>
AAA/ CC/
S&P RATINGS AA/A BBB BB B CCC C D NR
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Average 67.9% 1.4% 5.5% 1.1% -- -- -- 24.1%
</TABLE>
The dollar-weighted average of securities not rated by either Moody's
or S&P amounted to 20.7%. This may include securities rated by other
nationally recognized rating organizations, as well as unrated securities.
Unrated securities are not necessarily lower-quality securities.
U.S. Government Securities
The U.S. government securities in which the Fund may invest include
direct obligations of the U.S. Treasury (such as Treasury bills, notes and
bonds) and obligations issued by U.S. government agencies and
instrumentalities, including securities that are supported by the full
faith and credit of the United States (such as Government National
Mortgage Association ("GNMA") certificates), securities that are supported
by the right of the issuer to borrow from the U.S. Treasury (such as
securities of the Federal Home Loan Banks) and securities supported solely
by the creditworthiness of the issuer (such as Federal National Mortgage
Association ("FNMA") and Federal Home Loan Mortgage Corporation ("FHLMC")
securities).
18
<PAGE>
Mortgage-Related Securities
The Fund may invest in mortgage-related securities. Mortgage-related
securities represent interests in pools of mortgages created by lenders
such as commercial banks, savings and loan institutions, mortgage bankers
and others. Mortgage-related securities may be issued by governmental or
government-related entities or by non-governmental entities such as banks,
savings and loan institutions, private mortgage insurance companies,
mortgage bankers and other secondary market issuers.
Interests in pools of mortgage-related securities differ from other
forms of debt securities which normally provide for periodic payment of
interest in fixed amounts with principal payments at maturity or specified
call dates. In contrast, mortgage-related securities provide monthly
payments which consist of interest and, in most cases, principal. In
effect, these payments are a "pass-through" of the monthly payments made
by the individual borrowers on their residential mortgage loans, net of
any fees paid to the issuer or guarantor of such securities. Additional
payments to holders of mortgage-related securities are caused by
repayments resulting from the sale of the underlying residential property,
refinancing or foreclosure. Some mortgage-related securities entitle the
holders to receive all interest and principal payments owed on the
mortgages in the pool, net of certain fees, regardless of whether or not
the mortgagors actually make the payments.
As prepayment rates of individual pools of mortgage loans vary widely,
it is not possible to predict accurately the average life of a particular
mortgage-related security. Although mortgage-related securities are issued
with stated maturities of up to forty years, unscheduled or early payments
of principal and interest on the underlying mortgages may shorten
considerably the securities' effective maturities. When interest rates are
declining, such prepayments usually increase. On the other hand, a
decrease in the rate of prepayments, resulting from an increase in market
interest rates, among other causes, may extend the effective maturities of
mortgage-related securities, increasing their sensitivity to changes in
market interest rates. The volume of prepayments of principal on a pool of
mortgages underlying a particular mortgage-related security will influence
the yield of that security. Increased prepayment of principal may limit a
Fund's ability to realize the appreciation in the value of such securities
that would otherwise accompany declining interest rates. An increase in
mortgage prepayments could cause a Fund to incur a loss on a
mortgage-related security that was purchased at a premium. In determining
the Fund's average maturity, LMFA must apply certain assumptions and
projections about the maturity and prepayment of mortgage-related
securities; actual prepayment rates may differ.
Mortgage-related securities offered by private issuers include
pass-through securities comprised of pools of conventional residential
mortgage loans; mortgage-backed bonds which are considered to be
obligations of the institution issuing the bonds and are collateralized by
mortgage loans; and bonds and collateralized mortgage obligations ("CMOs")
which are collateralized by mortgage-related securities issued by FHLMC,
FNMA, GNMA or by pools of conventional mortgages.
CMOs are typically structured with two or more classes or series which
have different maturities and are generally retired in sequence. Although
full payoff of each class of bonds is contractually required by a certain
date, any or all classes of obligations may be paid off sooner than
expected because of an increase in the payoff speed of the pool.
Mortgage-related securities created by non-governmental issuers
generally offer a higher rate of interest than government and government-
related securities because there are no direct or indirect government
guarantees of payments in the former securities. However, many issuers or
servicers of mortgage-related securities guarantee timely payment of
interest and principal on such securities. Timely payment of principal may
also be supported by various forms of insurance, including individual
loan, title, pool and hazard policies. There can be no assurance that the
private issuers or insurers will be able to meet their obligations under
the relevant guarantees and insurance policies. Where privately issued
securities are collateralized by securities issued by FHLMC, FNMA or GNMA,
the timely payment of interest and principal is supported by the
government-related securities collateralizing such obligations.
Some mortgage-related securities will be considered illiquid and will
be subject to the Fund's investment limitation that no more than 15% of
its net assets will be invested in illiquid assets.
19
<PAGE>
Stripped Mortgage-Backed Securities
The Fund may invest in stripped mortgage-backed securities, which are
classes of mortgage-backed securities that receive different proportions
of interest and principal distribution from an underlying pool of mortgage
assets. These securities are more sensitive to changes in prepayment and
interest rates and the market for them is less liquid than is the case for
traditional mortgage-backed and other debt securities. A common type of
stripped mortgage-backed security will have one class receiving some of
the interest and most of the principal from the mortgage assets, while the
other class will receive most of the interest and the remainder of the
principal. In the most extreme case, one class will receive all of the
interest (the interest only or "IO" class), while the other class will
receive all of the principal (the principal only or "PO" class). The yield
to maturity of an IO class is extremely sensitive not only to changes in
prevailing interest rates but also to the rate of principal payments
(including prepayments) on the related underlying mortgage assets. If the
Fund purchases an IO and the underlying principal is repaid faster than
expected, the Fund will recoup less than the purchase price of the IO,
even one that is highly rated. Extensions of maturity resulting from
increases of market interest rates may have an especially pronounced
effect on POs. Most IOs and POs are regarded as illiquid and will be
included in the Fund's 15% limit on illiquid securities. U.S.
government-issued IOs and POs backed by fixed-rate mortgages may be deemed
liquid by LMFA, following guidelines and standards established by the
Corporation's Board of Directors.
Asset-Backed Securities
Asset-backed securities are securities that represent direct or
indirect participations in, or are secured by and payable from, assets
such as motor vehicle installment sales contracts, installment loan
contracts, leases of various types of real and personal property and
receivables from revolving credit (credit card) agreements. Such assets
are securitized through the use of trusts and special purpose
corporations. Payments or distributions of principal and interest on
asset-backed securities may be supported by credit enhancements, such as
various forms of cash collateral accounts or letters of credit. Like
mortgage-related securities, asset-backed securities are subject to the
risk of prepayment. The risk that recovery on repossessed collateral might
be unavailable or inadequate to support payments on asset-backed
securities, however, is greater than in the case of mortgage-backed
securities.
Loans and Loan Participations
The Fund may purchase loans and participation interests in loans
originally made by banks and other lenders to governmental borrowers. Many
such interests are not rated by any rating agency and may involve
borrowers considered to be poor credit risks. The Fund's interests in
these loans may not be secured, and the Fund will be exposed to a risk of
loss if the borrower defaults. Many such interests will be illiquid and
therefore subject to the Fund's 15% limit on illiquid investments.
In purchasing a loan participation, the Fund may have less protection
under the federal securities laws than it has in purchasing traditional
types of securities. The Fund's ability to assert its rights against the
borrower will also depend on the particular terms of the loan agreement
among the parties.
Commercial Paper and Other Short-Term Instruments
Commercial paper represents short-term unsecured promissory notes
issued in bearer form by banks or bank holding companies, corporations and
finance companies.
The Fund may purchase commercial paper issued pursuant to the private
placement exemption in Section 4(2) of the Securities Act of 1933. Section
4(2) paper is restricted as to disposition under the federal securities
laws in that any resale must similarly be made in an exempt transaction.
The Fund may or may not regard such securities as illiquid, depending on
the circumstances of each case. See "Restricted and Illiquid Securities,"
page [ ].
The Fund may also invest in obligations (including certificates of
deposit, demand and time deposits and bankers' acceptances) of U.S. banks
and savings and loan institutions if the issuer has total assets in excess
of $1 billion at the time of purchase or if the principal amount of the
instrument is insured by the Federal Deposit Insurance Corporation. A
bankers' acceptance is a time draft
20
<PAGE>
drawn on a commercial bank by a borrower, usually in connection with an
international commercial transaction. Time deposits are non-negotiable
deposits maintained in a banking institution for a specified period of
time at a specified interest rate. Certificates of deposit are negotiable
short-term obligations issued by banks against funds deposited in the
issuing institution. The interest rate on some certificates of deposit is
periodically adjusted prior to the stated maturity, based upon a specified
market rate. While domestic bank deposits are insured by an agency of the
U. S. Government, the Fund will generally assume positions considerably in
excess of the insurance limits.
Preferred Stock
The Fund may purchase preferred stock as a substitute for debt
securities of the same issuer when, in the opinion of LMFA, the preferred
stock is more attractively priced in light of the risks involved.
Preferred stock pays dividends at a specified rate and generally has
preference over common stock in the payment of dividends and the
liquidation of the issuer's assets but is junior to the debt securities of
the issuer in those same respects. Unlike interest payments on debt
securities, dividends on preferred stock are generally payable at the
discretion of the issuer's board of directors. Preferred shareholders may
have certain rights if dividends are not paid, but do not generally have a
legal right to demand payment. Shareholders may suffer a loss of value if
dividends are not paid. The market prices of preferred stocks are subject
to changes in interest rates and are more sensitive to changes in the
issuer's creditworthiness than are the prices of debt securities. Under
ordinary circumstances, preferred stock does not carry voting rights.
Convertible Securities
A convertible security is a bond, debenture, note, preferred stock or
other security that may be converted into or exchanged for a prescribed
amount of common stock of the same or a different issuer within a
particular period of time at a specified price or formula. A convertible
security entitles the holder to receive interest paid or accrued on debt
or the dividend paid on preferred stock until the convertible security
matures or is redeemed, converted or exchanged. Before conversion,
convertible securities ordinarily provide a stream of income with
generally higher yields than those of common stocks of the same or similar
issuers, but lower than the yield on non-convertible debt. Convertible
securities are usually subordinated to comparable-tier non-convertible
securities but rank senior to common stock in a corporation's capital
structure.
The value of a convertible security is a function of (1) its yield in
comparison with the yields of other securities of comparable maturity and
quality that do not have a conversion privilege and (2) its worth, at
market value, if converted into the underlying common stock. Convertible
securities are typically issued by smaller capitalized companies whose
stock prices may be volatile. The price of a convertible security often
reflects such variations in the price of the underlying common stock in a
way that non-convertible debt does not. The Fund has no current intention
of converting any convertible securities it may own into equity or holding
them as equity upon conversion, although it may do so for temporary
purposes. A convertible security may be subject to redemption at the
option of the issuer at a price established in the convertible security's
governing instrument. If a convertible security held by the Fund is called
for redemption, the Fund will be required to convert it into the
underlying common stock, sell it to a third party or permit the issuer to
redeem the security. Any of these actions could have an adverse effect on
the Fund's ability to achieve its investment objective.
Variable and Floating Rate Securities
The Fund may invest in variable and floating rate securities. These
securities provide for periodic adjustment in the interest rate paid on
the obligations. LMFA believes that the variable or floating rate of
interest paid on these securities may reduce the wide fluctuations in
market value typical of fixed-rate, long-term securities. The yield
available on floating rate securities is typically less than that on
fixed-rate notes of similar maturity issued by the same company. The rates
of some securities vary according to a formula based on one or more
interest rates, and some vary inversely with changes in the underlying
rates. The value of these securities can be very volatile when market
rates change.
Zero Coupon and Pay-In-Kind Bonds
A zero coupon bond is a security that makes no fixed interest payments
but instead is sold at a
21
<PAGE>
deep discount from its face value. The bond is redeemed at its face value
on the specified maturity date. Zero coupon bonds may be issued as such,
or they may be created by a broker who strips the coupons from a bond and
separately sells the rights to receive principal and interest. Pay-in-kind
securities pay interest in the form of additional securities, thereby
adding additional debt to the issuer's balance sheet. The prices of both
types of bonds fluctuate more in response to changes in market interest
rates than do the prices of debt securities with similar maturities that
pay interest in cash.
An investor in zero coupon or pay-in-kind bonds generally accrues
income on such securities prior to the receipt of cash payments. Since the
Fund must distribute substantially all of its income to its shareholders
to qualify for pass-through treatment under the federal income tax laws,
the Fund, as an investor in such bonds, may have to dispose of other
securities to generate the cash necessary for the distribution of income
attributable to its zero coupon or pay-in-kind bonds. Such disposal could
occur at a time which would be disadvantageous to the Fund and when the
Fund would not otherwise choose to dispose of the assets.
Reverse Repurchase Agreements and Other Borrowing
In a reverse repurchase agreement, the Fund temporarily transfers
possession of a portfolio instrument to another person, such as a
financial institution or broker-dealer, in return for cash and agrees to
repurchase the instrument at an agreed upon time (normally within seven
days) and price, including interest payment. The Fund may also enter into
dollar rolls, in which the Fund sells a fixed income security for delivery
in the current month and simultaneously contracts to repurchase
substantially similar (same type, coupon and maturity) securities on a
specified future date. During the roll period, the Fund would forego
principal and interest paid on such securities. The Fund would be
compensated by the difference between the current sales price and the
forward price for the future purchase, as well as by the interest earned
on the proceeds of the initial sale.
The Fund may engage in reverse repurchase agreements, dollar rolls and
other borrowing as a means of raising cash to satisfy redemption requests
or for other temporary or emergency purposes without selling portfolio
instruments.
To avoid potential leveraging effects of borrowing (including reverse
repurchase agreements and dollar rolls), the Fund will not purchase
securities while such borrowing is in excess of 5% of its total assets.
The Fund will limit its borrowing to no more than one-third of its total
assets.
When-Issued Securities and Standby Commitments
The Fund may enter into commitments to purchase U. S. government
securities or other securities on a when-issued basis. Such securities are
often the most efficiently priced and have the best liquidity in the bond
market. When the Fund purchases securities on a when-issued basis, it
assumes the risks of ownership at the time of purchase, not at the time of
receipt. However, the Fund does not have to pay for the obligations until
they are delivered to it. This is normally seven to 15 days later, but
could be considerably longer in the case of some mortgage-backed
securities. Use of this practice would have a leveraging effect on the
Fund. The Fund does not expect that its commitment to purchase when-issued
securities will at any time exceed, in the aggregate, 20% of its total
assets.
Issuance of securities purchased on a when-and if-issued basis depends
on the occurrence of an event. If the anticipated event does not occur,
the securities are not issued. The characteristics and risks of
when-and-if-issued securities are similar to those involved in writing put
options.
To meet its payment obligation, the Fund will establish a segregated
account with its custodian and maintain cash or liquid high-grade debt
obligations, in an amount at least equal in value to the Fund's
commitments to purchase when- and if-issued securities.
Indexed Securities
The Fund may purchase various fixed income and debt securities whose
principal value or rate of return is linked or indexed to relative
exchange rates among two or more currencies or linked to commodities
prices or other financial indicators. Such securities may be more volatile
than the underlying instruments, resulting in a leveraging effect on the
Fund.
The value of such securities may fluctuate in response to changes in
the index, market conditions, and the creditworthiness of the issuer.
These
22
<PAGE>
securities may vary directly or inversely with the underlying investments.
Capital Appreciation and Risk
The market value of fixed income and other debt securities is
partially a function of changes in the current level of interest rates. An
increase in interest rates generally reduces the market value of existing
fixed income and other debt securities, while a decline in interest rates
generally increases the market value of such securities. The longer the
maturity, the more pronounced is the rise or decline in the security's
price. When interest rates are falling, a fund with a shorter maturity
generally will not generate as high a level of total return as a fund with
a longer maturity. Conversely, when interest rates are rising, a fund with
a shorter maturity will generally outperform longer maturity portfolios.
When interest rates are flat, shorter duration portfolios generally will
not generate as high a level of total return as longer maturity portfolios
(assuming that long-term interest rates are higher than short-term rates,
which is commonly the case).
Changes in the creditworthiness, or the market's perception of the
creditworthiness, of the issuers of fixed income and other debt securities
will also affect their prices.
A debt security may be callable, i.e., subject to redemption at the
option of the issuer, at a price established in the security's governing
instrument. If a debt security held by the Fund is called for redemption,
the Fund will be required to permit the issuer to redeem the security or
sell it to a third party. Either of these actions could have an adverse
effect on the Fund's ability to achieve its investment objective.
FOR EACH FUND:
Portfolio Turnover
For the year ended December 31, 1995, Global Government's portfolio
turnover rate was 169.5%. For the period February 17, 1995 (commencement
of operations) to December 31, 1995, International Equity's annualized
portfolio turnover rate was 57.6%. Global Government, International Equity
and Emerging Markets each anticipates that in the future its portfolio
turnover rate will not exceed 250%, 100% and 150%, respectively. Global
Government may sell fixed-income securities and buy similar securities to
obtain yield and take advantage of market anomalies, a practice which will
increase the reported turnover rate of that Fund. The portfolio turnover
rate is computed by dividing the lesser of purchases or sales of
securities for the period by the average value of portfolio securities for
that period. Short-term securities are excluded from the calculation. High
portfolio turnover rates (100% or more) will involve correspondingly
greater transaction costs which will be borne directly by that Fund. It
may also increase the amount of short-term capital gains, if any, realized
by a Fund and will affect the tax treatment of distributions paid to
shareholders because distributions of net short-term capital gains are
taxable as ordinary income. Each Fund will take these possibilities into
account as part of its investment strategy.
HOW YOU CAN INVEST IN THE FUNDS
You may purchase Primary Shares of the Funds through a brokerage
account with Legg Mason or with an affiliate that has a dealer agreement
with Legg Mason (Legg Mason is a wholly owned subsidiary of Legg Mason,
Inc., a financial services holding company). Your Legg Mason or affiliated
investment executive will be pleased to explain the shareholder services
available from the Funds and answer any questions you may have. Documents
available from your Legg Mason or affiliated investment executive should
be completed if you invest in shares of the Funds through an Individual
Retirement Account ("IRA"), Self-Employed Individual Retirement Plan
("Keogh Plan"), Simplified Employee Pension Plan ("SEP") or other
qualified retirement plan.
Clients of certain institutions that maintain omnibus accounts with
the Funds' transfer agent may obtain shares through those institutions.
Such institutions may receive payments from the Funds' distributor for
account servicing, and may receive payments from their clients for other
services performed. Investors can purchase Fund shares from Legg Mason
without receiving or paying for such other services.
The minimum initial investment in Primary Shares for each Fund
account, including investments made by exchange from other Legg Mason
funds, is $1,000, and the minimum investment for each purchase of
additional shares is $100, except as noted below. Initial and subsequent
investments
23
<PAGE>
in an IRA account established on behalf of a nonworking spouse of a
shareholder who has an IRA invested in the Funds require a minimum amount
of only $250. However, once an account is established, the minimum amount
for subsequent investments will be waived if an investment in an IRA or
similar plan will bring the investment for the year to the maximum amount
permitted under the Code. For those investing through a Fund's Future
First Systematic Investment Plan, payroll deduction plans and plans
involving automatic payment of funds from financial institutions or
automatic investment of dividends from certain unit investment trusts,
minimum initial and subsequent investments are lower. Each Fund may change
these minimum amount requirements at its discretion.
Primary Shares purchased on behalf of an IRA, Keogh Plan, SEP or other
qualified retirement plan will be processed at the net asset value next
determined after your Legg Mason or affiliated investment executive
receives a check for the amount of the purchase. Other share purchases
will be processed at the net asset value next determined after your Legg
Mason or affiliated investment executive has received your order; payment
must be made within three business days to Legg Mason. Orders received by
your Legg Mason or affiliated investment executive before the close of
regular trading on the New York Stock Exchange ("Exchange") (normally 4:00
p.m. Eastern time) ("close of the Exchange") on any day the Exchange is
open will be executed at the net asset value determined as of the close of
the Exchange on that day. Orders received by your Legg Mason or affiliated
investment executive after the close of the Exchange or on days the
Exchange is closed will be executed at the net asset value determined as
of the close of the Exchange on the next day the Exchange is open. See
"How Net Asset Value is Determined," page [ ]. Each Fund reserves the
right to reject any order for its shares or to suspend the offering of
shares for a period of time.
In fact, Emerging Markets initially will offer its shares during a
period scheduled to end at the close of business on May 29, 1996. The Fund
will most likely begin offering its shares again during the latter part of
1996. The Fund will not engage in a continuous offering of its shares
between these two periods.
You should always furnish your shareholder account number when making
additional purchases of shares.
There are three ways you can invest in Primary Shares:
1. THROUGH YOUR LEGG MASON OR AFFILIATED INVESTMENT EXECUTIVE
Shares may be purchased through any Legg Mason or affiliated
investment executive. An investment executive will be pleased to open an
account for you, explain to you the shareholder services available from
the Funds and answer any questions you may have. After you have
established a Legg Mason or affiliated account, you can order shares from
your investment executive in person, by telephone or by mail.
2. THROUGH THE FUTURE FIRST SYSTEMATIC INVESTMENT PLAN
You may also buy shares through the Future First Systematic Investment
Plan. Under this plan, you may arrange for automatic monthly investments
in the Fund of $50 or more by authorizing Boston Financial Data Services
("BFDS"), the Funds' transfer agent, to prepare a check each month drawn
on your checking account. Please contact any Legg Mason or affiliated
investment executive for further information.
3. 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. In addition, it may be
possible for dividends from certain unit investment trusts to be invested
automatically in shares. Persons interested in establishing such automatic
investment programs should contact the Funds through any Legg Mason or
affiliated investment executive.
HOW YOUR SHAREHOLDER ACCOUNT IS MAINTAINED
When you initially purchase shares, a shareholder account is
established automatically for you. Any shares that you purchase or receive
as a dividend or other distribution will be credited directly to your
account at the time of purchase or receipt. No certificates are issued
unless you specifically request them in writing. Shareholders who elect to
receive certificates can redeem their shares only by mail. Certificates
will be issued in full shares only. No certificates will be issued for
shares of any Fund prior to 10 business days after
24
<PAGE>
purchase of such shares by check unless that Fund can be reasonably
assured during that period that payment for the purchase of such shares
has been collected. Shares may not be held in, or transferred to, an
account with any brokerage firm other than Legg Mason or its affiliates.
HOW YOU CAN REDEEM YOUR PRIMARY SHARES
There are two ways you can redeem your Primary Shares. First, you may
give your Legg Mason or affiliated investment executive an order for
repurchase of your shares. Please have the following information ready
when you call: the name of the Fund, the number of shares to be redeemed
and your shareholder account number. Second, you may send a written
request for redemption to: [insert complete Fund name], c/o Legg Mason
Funds Processing, P.O. Box 1476, Baltimore, Maryland 21203-1476.
Requests for redemption in "good order," as described below, received
by your Legg Mason or affiliated investment executive before the close of
the Exchange on any day when the Exchange is open, will be transmitted to
BFDS, transfer agent for the Funds, for redemption at the net asset value
per share determined as of the close of the Exchange on that day. Requests
for redemption received by your Legg Mason or affiliated investment
executive after the close of the Exchange will be executed at the net
asset value determined as of the close of the Exchange on its next trading
day. A redemption request received by your Legg Mason or affiliated
investment executive may be treated as a request for repurchase and, if it
is accepted by Legg Mason, your shares will be purchased at the net asset
value per share determined as of the next close of the Exchange.
Proceeds from your redemption will settle in your Legg Mason brokerage
account two business days after trade date. However, each Fund reserves
the right to take up to seven days to make payment upon redemption if, in
the judgment of LMFA, the respective Fund 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.) The proceeds of your redemption or
repurchase may be more or less than your original cost. If the shares to
be redeemed or repurchased were paid for by check (including certified or
cash-ier's checks), within 10 business days of the redemption or
repurchase request, the proceeds will not be disbursed unless the Fund can
be reasonably assured that the check has been collected.
A redemption request will be considered to be received in "good order"
only if:
1. You have indicated in writing the number of Primary Shares to be
redeemed, the complete Fund name and your shareholder account number;
2. The written request is signed by you and by any co-owner of the
account with exactly the same name or names used in establishing the
account;
3. The written request is accompanied by any certificates representing
the shares that have been issued to you, and you have endorsed the
certificates for transfer or an accompanying stock power exactly as the
name or names appear on the certificates; and
4. The signatures on the written redemption request and on any
certificates for your shares (or an accompanying stock power) 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.
Other supporting legal documents may be required from corporations or
other organizations, fiduciaries or persons other than the shareholder of
record making the request for redemption or repurchase. If you have a
question concerning the redemption of Fund shares, contact your Legg Mason
or affiliated investment executive.
Emerging Markets' investment objective results in it investing a
substantial portion of its assets in thinly traded stocks which can
experience large price fluctuations and whose purchase and sale can
involve significant transaction costs. The Fund is intended for long-term
investors, and short-term "market timers" who engage in frequent purchases
and redemptions affect the Fund's investment planning and create
additional transaction costs which are borne by all shareholders. For this
reason, the Fund imposes a 2% redemption fee on all redemptions, including
exchanges, of Fund shares held for less than one year.
The redemption fee will be paid directly to the Fund to help offset
the costs imposed on it by short-term trading in emerging markets. The fee
will not be paid to either LMFA or Legg Mason.
25
<PAGE>
No fees are charged on redemptions from Global Government or International
Equity.
The Fund will use the "first-in, first-out" (FIFO) method to determine
the one year holding period. Under this method, the date of redemption or
exchange will be compared with the earliest purchase date of shares held
in the account. If this holding period is less than one year, the
redemption fee will be assessed.
The fee will not apply to any shares purchased through reinvestment of
dividends or to shares held in retirement plans such as 401(k), 403(b),
457, Keogh, SEP-IRA, profit sharing, and money purchase pension accounts.
The fee does apply to shares held in IRA accounts and to shares purchased
through automatic investment plans (described under "How You Can Invest in
the Funds"). The fee may apply to shares in broker omnibus accounts.
The Funds will not be responsible for the authenticity of redemption
instructions received by telephone, provided they follow reasonable
procedures to identify the caller. The Funds may request identifying
information from callers or employ identification numbers. The Funds may
be liable for losses due to unauthorized or fraudulent instructions if
they do 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 Legg Mason or affiliated investment executive
for further instructions.
To redeem your Legg Mason Fund 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 Legg Mason or
affiliated investment executive 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.
Because of the relatively high cost of maintaining small accounts,
each Fund may elect to close any account with a current value of less than
$500 by redeeming all of the shares in the account and mailing the
proceeds to you. However, the Funds will not redeem accounts that fall
below $500 solely as a result of a reduction in net asset value per share.
If a Fund 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.
HOW NET ASSET VALUE IS DETERMINED
Net asset value per Primary Share of each Fund is determined daily as
of the close of the Exchange on every day that the Exchange is open, by
subtracting the liabilities attributable to Primary Shares from the total
assets attributable to such shares and dividing the result by the number
of Primary Shares outstanding. Each Fund's securities are valued on the
basis of market quotations or, lacking such quotations, at fair value as
determined under the guidance of the Board of Directors. Securities for
which market quotations are readily available are valued at the last sale
price of the day for a comparable position, or, in the absence of any such
sales, the last available bid price for a comparable position. Where a
security is traded on more than one market, which may include foreign
markets, the securities are generally valued on the market considered by
each Fund's adviser to be the primary market. Securities with remaining
maturities of 60 days or less are valued at amortized cost. Each Fund will
value its foreign securities in U.S. dollars on the basis of the
then-prevailing exchange rates.
Most securities held by Global Government are valued on the basis of
valuations furnished by a service which utilizes both dealer-supplied
valuations and electronic data processing techniques which take into
account appropriate factors such as institutional-size trading in similar
groups of securities, yield, quality, coupon rate, maturity, type of
issue, trading characteristics and other data.
DIVIDENDS AND OTHER DISTRIBUTIONS
Dividends from net investment income are declared and paid monthly for
Global Government; and are declared and paid annually for International
Equity and Emerging Markets. Shareholders begin to earn dividends on their
Global Government shares as of settlement date, which is normally the
third business day after their orders are placed with their Legg Mason or
affiliated investment executive. Dividends from net short-term capital
gain and distributions of substantially all net capital gain (the excess
of net long-term
26
<PAGE>
capital gain over net short-term capital loss), and any net realized gain
from foreign currency transactions generally are declared and paid after
the end of the taxable year in which the gain is realized. A second
distribution of net capital gain may be necessary in some years to avoid
imposition of the excise tax described under the heading "Additional Tax
Information" in the Statement of Additional Information. Dividends and
other distributions, if any, on shares held in an IRA, Keogh Plan, SEP or
other qualified retirement plan and by shareholders maintaining a
Systematic Withdrawal Plan generally are reinvested in Primary Shares on
the payment dates. Other shareholders may elect to:
1. Receive both dividends and other distributions in Primary Shares of
the distributing Fund;
2. Receive dividends in cash and other distributions in Primary Shares
of the distributing Fund;
3. Receive dividends in Primary Shares of the distributing Fund and
other distributions in cash; or
4. Receive both dividends and other distributions in cash.
In certain cases, you may reinvest dividends and other distributions
in the corresponding class of shares of another Legg Mason fund. Please
contact your Legg Mason or affiliated investment executive for additional
information about this option.
If no election is made, both dividends and other distributions are
credited to your account in Primary Shares of the distributing Fund at the
net asset value of the shares determined as of the close of the Exchange
on the reinvestment date. Shares received pursuant to any of the first
three (reinvestment) elections above also are credited to your account at
that net asset value. If you elect to receive dividends and/or other
distributions in cash, you will be sent a check or will have your Legg
Mason account credited after the payment date. You may elect at any time
to change your option by notifying the Fund in writing at: [insert
complete Fund name], c/o Legg Mason Funds Processing, P.O. Box 1476,
Baltimore, MD 21203-1476. Your election must be received at least 10 days
before the payment date in order to be effective for dividends and other
distributions paid as of that date.
TAXES
Each Fund intends to qualify or to continue to qualify for treatment
as a RIC 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
and net gains from certain foreign currency transactions) and net capital
gain that is distributed to its shareholders.
Dividends from each Fund's investment company taxable income (whether
paid in cash or reinvested in Primary Shares) are taxable to its
shareholders (other than IRAs, Keogh Plans, SEPs, other qualified
retirement plans and other tax-exempt investors) as ordinary income to the
extent of the Fund's earnings and profits. Distributions of each Fund's
net capital gain (whether paid in cash or reinvested in Primary Shares),
when designated as such, are taxable to those shareholders as long-term
capital gain, regardless of how long they have held their Fund shares.
Each Fund sends its shareholders a notice following the end of each
calendar year specifying, among other things, the amounts of all dividends
and other distributions paid (or deemed paid) during the year. Each Fund
is required to withhold 31% of all dividends, capital gain distributions
and redemption proceeds payable to any individuals and certain other
non-corporate shareholders who do not provide that Fund with a certified
taxpayer identification number. Each Fund also is required to withhold 31%
of all dividends and other distributions payable to such shareholders who
otherwise are subject to backup withholding.
A redemption of Primary Shares may result in taxable gain or loss to
the redeeming shareholder, depending on whether the redemption proceeds
are more or less than the shareholder's adjusted basis for the redeemed
shares. An exchange of Primary Shares for shares of any other Legg Mason
fund generally will have similar tax consequences. See "Shareholder
Services -- Exchange Privilege," below. If Fund shares are purchased
within 30 days before or after redeeming other shares of the same Fund
(regardless of class) at a loss, all or part of that loss will not be
deductible and instead will increase the basis of the newly purchased
shares.
Each Fund's dividend and interest income, and gains realized from
disposition of foreign
27
<PAGE>
securities, may be subject to income, withholding or other taxes imposed
by foreign countries and U.S. possessions that would reduce the yield on
that Fund's securities. Tax conventions between certain countries and the
United States may reduce or eliminate these foreign taxes, however, and
many foreign countries do not impose taxes on capital gains in respect of
investments by foreign investors.
A dividend or other distribution paid shortly after shares have been
purchased, although in effect a return of investment, is subject to
federal income tax. Accordingly, an investor should recognize that a
purchase of Primary Shares immediately prior to the record date for a
dividend or other distribution could cause the investor to incur tax
liabilities and should not be made solely for the purpose of receiving the
dividend or other distribution.
If more than 50% of the value of International Equity's or Emerging
Markets' total assets at the close of any taxable year consists of
securities of foreign corporations, the Fund may file an election with the
Internal Revenue Service that will enable its shareholders, in effect, to
receive the benefit of the foreign tax credit with respect to any foreign
and U.S. possessions' income taxes paid by it. Pursuant to any such
election, such Fund would treat those taxes as dividends paid to its
shareholders, and each shareholder would be required to (1) include in
gross income, and treat as paid by the shareholder, the shareholder's
proportionate share of those taxes, (2) treat the shareholder's share of
those taxes and of any dividend paid by the Fund that represents income
from foreign or U.S. possessions' sources as the shareholder's own income
from those sources, and (3) either deduct the taxes deemed paid by the
shareholder in computing the shareholder's taxable income or ,
alternately, use the foregoing information in calculating the foreign tax
credit against the shareholder's federal income tax. Each of the Funds
will report to its shareholders shortly after each taxable year their
respective shares of the Fund's income from sources within, and taxes paid
to, foreign countries and U.S. possessions if it makes this election.
The foregoing is only a summary of some of the important federal
income tax considerations generally affecting each Fund and its
shareholders; see the Statement of Additional Information for a further
discussion. In addition to those considerations, which are applicable to
any investment in the Funds, there may be other federal, state, local or
foreign tax considerations applicable to a particular investor.
Prospective shareholders are urged to consult their tax advisers with
respect to the effects of this investment on their own tax situations.
SHAREHOLDER SERVICES
CONFIRMATIONS AND REPORTS
You will receive from Legg Mason a confirmation after each transaction
involving Primary Shares (except a reinvestment of dividends, capital gain
distributions and purchases made through the Future First Systematic
Investment Plan or through automatic investments). 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 each Fund's
shareholders at least semi-annually showing its portfolio and other
information; the annual report will contain financial statements audited
by the Corporation's independent accountants.
Shareholder inquiries should be addressed to: [insert complete Fund
name], 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 Fund 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. Shareholders should not
purchase shares of a Fund while they are participating in the Systematic
Withdrawal Plan. Please contact your Legg Mason or affiliated investment
executive for further information.
EXCHANGE PRIVILEGE
As a Fund shareholder, you are entitled to exchange your Primary
Shares of a Fund for the corresponding class of shares of any of the Legg
Mason Funds, provided that such shares are eligible for sale in your state
of residence:
28
<PAGE>
Legg Mason Cash Reserve Trust
A money market fund seeking stability of principal and current income
consistent with stability of principal.
Legg Mason Tax Exempt Trust, Inc.
A money market fund seeking high current income exempt from federal
income tax, preservation of capital, and liquidity.
Legg Mason U. S. Government Money Market Portfolio
A money market fund seeking high current income consistent with
liquidity and conservation of principal.
Legg Mason Value Trust, Inc.
A mutual fund seeking long-term growth of capital.
Legg Mason Special Investment Trust, Inc.
A mutual fund seeking capital appreciation by investing principally in
issuers with market capitalizations of less than $2.5 billion.
Legg Mason Total Return Trust, Inc.
A mutual fund seeking capital appreciation and current income in order
to achieve an attractive total investment return consistent with
reasonable risk.
Legg Mason American Leading Companies Trust
A mutual fund seeking long-term capital appreciation and current
income consistent with prudent investment risk.
Legg Mason International Equity Trust
A mutual fund seeking maximum long-term total return, by investing
primarily in common stocks of companies located in at least three
different countries other than the United States.
Legg Mason Emerging Markets Trust
A mutual fund seeking long-term capital appreciation, by investing
primarily in equity securities of companies based in or doing business in
emerging market companies.
Legg Mason Global Government Trust
A mutual fund seeking capital appreciation and current income by
investing principally in debt securities issued or guaranteed by foreign
governments, the U.S. Government, their agencies, instrumentalities and
political subdivisions.
Legg Mason U. S. Government Intermediate-Term Portfolio
A mutual fund seeking high current income consistent with prudent
investment risk and liquidity needs, primarily by investing in debt
obligations issued or guaranteed by the U. S. Government, its agencies or
instrumentalities, while maintaining an average dollar-weighted maturity
of between three and ten years.
Legg Mason Investment Grade Income Portfolio
A mutual fund seeking a high level of current income, through
investment in a diversified portfolio consisting primarily of investment
grade debt securities.
Legg Mason High Yield Portfolio
A mutual fund primarily seeking a high level of current income and
secondarily, capital appreciation, by investing principally in
lower-rated, fixed-income securities.
Legg Mason Maryland Tax-Free Income Trust(A)
A tax-exempt municipal bond fund seeking 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.
Legg Mason Pennsylvania Tax-Free Income Trust(A)
A tax-exempt municipal bond fund seeking a high level of current
income exempt from federal income tax and Pennsylvania personal income
tax, consistent with prudent investment risk and preservation of capital.
Legg Mason Tax-Free Intermediate-Term Income Trust(A,B)
A tax-exempt municipal bond fund seeking a high level of current
income exempt from federal income tax, consistent with prudent investment
risk.
(A)Shares of these funds are sold with an initial sales charge.
(B)Effective August 1, 1995 through July 31, 1996, the sales charge will
be waived for all new accounts and subsequent investments into existing
accounts. After July 31, 1996, any exchanges of these shares will be
subject to the full sales charge, if any, since no sales charge will have
been paid on shares purchased during this period.
Investments by exchange into the Legg Mason 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 Fund
29
<PAGE>
shares you wish to exchange. Investments by exchange into the Legg Mason
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 Fund shares you wish to redeem; except
that no sales charge will be imposed upon proceeds from the redemption of
Fund 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 each Fund
reserves the right to terminate or limit the exchange privilege of any
shareholder who makes more than four exchanges from that Fund in one
calendar year. To obtain further information concerning the exchange
privilege and prospectuses of other Legg Mason funds, or to make an
exchange, please contact your Legg Mason or affiliated investment
executive. To effect an exchange by telephone, please call your Legg Mason
or affiliated investment executive with the information described in "How
You Can Redeem Your Primary Shares," page [ ]. The other factors relating
to telephone redemptions described in that section apply also to telephone
exchanges. Please read the prospectus for the other fund(s) carefully
before you invest by exchange. Each Fund reserves the right to modify or
terminate the exchange privilege upon 60 days' notice to shareholders.
Emerging Markets imposes a 2% redemption fee on exchanges of shares
held less than one year. See page [ ].
There is no assurance the money market funds will be able to maintain
a $1.00 share price. None of the funds is insured or guaranteed by the
U.S. Government.
THE FUNDS' MANAGEMENT AND INVESTMENT ADVISERS
BOARD OF DIRECTORS
The business and affairs of each Fund are managed under the direction
of the Corporation's Board of Directors.
LEGG MASON FUND ADVISER
Pursuant to separate management or advisory agreements with each Fund
(each a "Management Agreement" or "Advisory Agreement"), which were
approved by the Corporation's Board of Directors, Legg Mason Fund Adviser,
Inc., a wholly owned subsidiary of Legg Mason, Inc., serves as investment
adviser to Global Government and manager to International Equity and
Emerging Markets. LMFA administers and acts as the portfolio manager for
Global Government and is responsible for the actual investment management
of the Fund, including the responsibility for making decisions and placing
orders to buy, sell or hold a particular security. As manager, LMFA
manages the non-investment affairs of International Equity and Emerging
Markets, directs all matters related to the operation of those Funds and
provides office space and administrative staff for the Funds. Pursuant to
its Advisory Agreement or Management Agreement, Global Government and
International Equity each pays LMFA a fee equal to an annual rate of 0.75%
and Emerging Markets pays a fee at an annual rate equal to 1.00%, of its
average daily net assets. Each Fund pays all its other expenses which are
not assumed by LMFA. LMFA has voluntarily agreed to waive indefinitely its
fees and to reimburse Global Government to the extent necessary to limit
total operating expenses attributable to Primary Shares (exclusive of
taxes, interest, brokerage and extraordinary expenses) to 1.90% of Global
Government's average daily net assets.
Keith J. Gardner has been primarily responsible for the day-to-day
management of Global Government since its inception. Mr. Gardner has been
Vice President of Legg Mason since November, 1992 and Senior Portfolio
Manager at Western Asset Management Company since December, 1994. From
1985 to 1992, he served as Vice President, bond trader and portfolio
manager for both U.S. and global portfolios at T. Rowe Price Associates,
Inc.
LMFA acts as investment adviser, manager or consultant to sixteen
investment company portfolios which had aggregate assets under management
of over $ billion as of March 31, 1996.
WESTERN ASSET MANAGEMENT COMPANY
Western Asset Management Company ("Western Asset"), another wholly
owned subsidiary of Legg Mason, Inc., serves as investment sub-adviser to
Global Government pursuant to the terms of a sub-advisory agreement with
LMFA dated May 1, 1995. Western Asset is responsible for providing LMFA
with research and analysis on domestic and foreign fixed-income
securities, and consulting
30
<PAGE>
with LMFA on portfolio strategy. For these services, LMFA (not the Fund)
pays Western Asset a fee, computed daily and payable monthly, at an annual
rate equal to 53 1/3% of the fee received by LMFA, or 0.40% of the Fund's
average daily net assets.
Western Asset also renders investment advice to sixteen open-end
investment companies and one closed-end investment company, which together
had aggregate assets under management of approximately $ billion as of
March 31, 1996. Western Asset also renders investment advice to private
accounts with fixed-income assets under management of approximately $
billion as of that date. The address of Western Asset is 117 East Colorado
Boulevard, Pasadena, California 91105.
Western Asset has managed fixed-income portfolios continuously since
its founding in 1971, and has focused exclusively on such accounts since
1984.
BATTERYMARCH FINANCIAL MANAGEMENT, INC.
Pursuant to advisory agreements with LMFA (each an "Advisory
Agreement"), which were approved by the Corporation's Board of Directors,
Batterymarch, a wholly owned subsidiary of Legg Mason, Inc., serves as
investment adviser to International Equity and Emerging Markets.
Batterymarch acts as the portfolio manager for each Fund and is
responsible for the actual investment management of the Funds, including
the responsibility for making decisions and placing orders to buy, sell or
hold a particular security. LMFA pays Batterymarch, pursuant to each
Advisory Agreement, a management fee equal to an annual rate of 0.50% of
International Equity's average daily net assets and 0.75% of Emerging
Markets' average daily net assets. LMFA and Battery march have voluntarily
agreed to waive their fees and to reimburse each Fund for its expenses to
the extent necessary to limit each Fund's total operating expenses
attributable to Primary Shares (exclusive of taxes, interest, brokerage
and extraordinary expenses) to 2.25% of International Equity's and 2.50%
of Emerging Markets average daily net assets. These agreements will expire
on December 31, 1996, unless extended by LMFA or Batterymarch.
Batterymarch acts as investment adviser to institutional accounts,
such as corporate pension plans, mutual funds and endowment funds, as well
as to individual investors. Total assets under management by Batterymarch
were approximately $4.1 billion as of April 1, 1996. The address of
Batterymarch is 200 Clarendon Street, Boston, Massachusetts 02116.
An investment committee is responsible for the day-to-day management
of International Equity and Emerging Markets.
THE FUNDS' DISTRIBUTOR
Legg Mason is the distributor of each Fund's shares pursuant to
separate Underwriting Agreements with the Funds. The Underwriting
Agreement obligates Legg Mason to pay certain expenses in connection with
the offering of shares of each Fund, including any compensation to its
investment executives, 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 periodic reports
have been prepared, set in type and mailed to existing shareholders at the
Fund's expense, and for any supplementary sales literature and advertising
costs.
Legg Mason receives a fee from BFDS for assisting it with its transfer
agent and shareholder servicing functions; for the year ended December 31,
1995, Legg Mason received $31,000 and $14,000 for performing such services
in connection with Global Government and International Equity,
respectively.
The Funds may use Legg Mason, among others, as broker for agency
transactions in listed and over-the-counter securities at commission rates
and under circumstances consistent with the policy of best execution.
The Board of Directors of the Corporation has adopted Distribution and
Shareholder Services Plans (each a "Plan") pursuant to Rule 12b-1 under
the 1940 Act for each Fund. The Plans provide that as compensation for
Legg Mason's ongoing services to investors in Primary Shares and its
activities and expenses related to the sale and distribution of Primary
Shares, Legg Mason receives an annual distribution fee from each Fund
equal to 0.50% of Global Government's average daily net assets, and 0.75%
of International Equity's and Emerging Markets' average daily net assets;
and an annual service fee from each Fund equal to 0.25% of its average
daily net assets. The distribution fee and the service fee are calculated
31
<PAGE>
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 Funds. Legg Mason has temporarily agreed to
waive the distribution fee to the extent necessary to limit total expenses
attributable to Primary Shares of each Fund (exclusive of taxes, interest,
brokerage fees and extraordinary expenses) as described above.
NASD rules limit the amount of annual distribution fees that may be
paid by mutual funds and impose a ceiling on the cumulative distribution
fees received. Each Fund's Plan complies with those rules.
The Chairman, President and Treasurer of the Corporation are employed
by Legg Mason.
THE FUNDS' CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company ("State Street"), P.O. Box 1713,
Boston, Massachusetts 02105, is custodian for the securities and cash of
each Fund. Boston Financial Data Services, P.O. Box 953, Boston,
Massachusetts 02103, serves as transfer agent for Fund shares and
dividend-disbursing agent for each Fund.
Pursuant to rules adopted under Section 17(f) of the 1940 Act, each
Fund may maintain foreign securities and cash in the custody of certain
eligible foreign banks and securities depositories. Selection of these
foreign custodial institutions is made by the Board of Directors in
accordance with SEC rules. The Board of Directors will consider a number
of factors, including, but not limited to, the relationship of the
institution to State Street, the reliability and financial stability of
the institution, the ability of the institution to capably perform
custodial services for the Funds, the reputation of the institution in its
national market, the perceived political and economic stability of the
countries in which the sub-custodians will be located and perceived risks
of potential nationalization or expropriation of Fund assets. No assurance
can be given that the Board of Directors' appraisal of the risks in
connection with foreign custodial arrangements will always be correct or
that expropriation, nationalization, freezes, or confiscation of Fund
assets will not occur. Securities traded abroad are more likely to be in
bearer form, which heightens the risk of loss through inadvertance or
theft. In such event, a Fund may be dependent on its foreign custodian ,
the custodian's business insurance, or foreign law for any recovery.
DESCRIPTION OF THE CORPORATION AND ITS SHARES
The Corporation was established as a Maryland corporation on December
31, 1992. The Articles of Incorporation authorize the Corporation to issue
one billion shares of par value $.001 per share and to create additional
series, each of which may issue separate classes of shares.
Each Fund currently offers two Classes of Shares -- Class A (known as
"Primary Shares") and Class Y (known as "Navigator Shares"). The two
Classes represent interests in the same pool of assets. A separate vote is
taken by a Class of Shares of a Fund if a matter affects just that Class
of Shares. Each Class of Shares may bear certain differing Class-specific
expenses. Salespersons and others entitled to receive compensation for
selling or servicing Fund shares may receive more with respect to the one
Class than another.
Navigator Shares are currently offered for sale only to institutional
clients of Fairfield for investment of their own funds and funds for which
they act in a fiduciary capacity, to clients of Trust Company for which
Trust Company exercises discretionary investment management
responsibility, to qualified retirement plans managed on a discretionary
basis and having net assets of at least $200 million, and to The Legg
Mason Profit Sharing Plan and Trust. The initial and subsequent investment
minimums for Navigator Shares are $50,000 and $100, respectively.
Investments in Navigator Shares may be made through investment executives
of Fairfield Group, Inc., Horsham, Pennsylvania, or Legg Mason.
Each Fund pays no Rule 12b-1 fee with respect to Navigator Shares. The
per share net asset value of Navigator Shares, and dividends and
distributions (if any) paid to Navigator shareholders, are generally
expected to be higher than those of Primary Shares of the Funds, because
of the lower expenses attributable to Navigator Shares. The per share net
asset value of the classes of shares will tend to converge, however,
immediately after the payment of ordinary income dividends. Navigator
Shares of a Fund may be exchanged for the corresponding class of shares of
certain other Legg Mason funds. Investments by exchange into the other
Legg Mason funds are
32
<PAGE>
made at the per share net asset value, determined on the same business day
as redemption of the Navigator Shares the investors wish to redeem.
The Board of Directors of the Corporation does not anticipate that
there will be any conflicts among the interests of the holders of the
different Classes of Fund shares. On an ongoing basis, the Boards will
consider whether any such conflict exists and, if so, take appropriate
action.
Shareholders of the Funds are entitled to one vote per share and
fractional votes for fractional shares held. Voting rights are not
cumulative. All shares of the Funds are fully paid and nonassessable and
have no preemptive or conversion rights.
Shareholders' meetings will not be held except where the 1940 Act
requires a shareholder vote on certain matters (including the election of
directors, approval of an advisory contract, and approval of a plan of
distribution pursuant to Rule 12b-1). The Corporation will call a special
meeting of the shareholders at the request of 10% or more of the shares
entitled to vote; shareholders wishing to call such a meeting should
submit a written request to their respective Fund at 111 South Calvert
Street, Baltimore, Maryland 21202, stating the purpose of the proposed
meeting and the matters to be acted upon.
Each Fund acknowledges that it is solely responsible for the
information or any lack of information about it in this joint Prospectus
and in the joint Statement of Additional Information, and no other Fund is
responsible therefor. There is a possibility that one Fund might be deemed
liable for misstatements or omission regarding another Fund in this
Prospectus or in the joint Statement of Additional Information; however,
the Funds deem this possibility slight.
33
<PAGE>
THE
Navigator
Class
OF THE
Legg Mason
Global
Funds
Putting Your Future First
Global Funds
Navigator Class of Global Government Trust
Navigator Class of International Equity Trust
Navigator Class of
Emerging Markets Trust
Prospectus
May 1, 1996
This wrapper is not part of the prospectus.
Addresses
Distributor:
Legg Mason Wood Walker, Inc.
111 South Calvert Street
P.O. Box 1476, Baltimore, MD 21203-1476
410 (bullet) 539 (bullet) 0000 800 (bullet) 822 (bullet) 5544
Authorized Dealer:
Fairfield Group, Inc.
200 Gibraltar Road
Horsham, PA 19044
Transfer and Shareholder Servicing Agent:
Boston Financial Data Services
P.O. Box 953, Boston, MA 02103
Counsel:
Kirkpatrick & Lockhart LLP
1800 Massachusetts Ave., N.W.,
Washington, DC 20036-1800
Independent Accountants:
Coopers & Lybrand L.L.P.
217 East Redwood Street
Baltimore, MD 21202
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 any Fund or its distributor. The Prospectus does not
constitute an offering by any Fund or by the principal underwriter in any
jurisdiction in which such offering may not lawfully be made.
<PAGE>
(Legg Mason Logo)
This wrapper is not part of the prospectus.
<PAGE>
NAVIGATOR GLOBAL FUNDS
PROSPECTUS
MAY 1, 1996
LEGG MASON GLOBAL TRUST, INC.:
LEGG MASON GLOBAL GOVERNMENT TRUST
LEGG MASON INTERNATIONAL EQUITY TRUST
LEGG MASON EMERGING MARKETS TRUST
Shares of Navigator Global Government Trust, Navigator International Equity
Trust and Navigator Emerging Markets Trust (collectively referred to as
"Navigator Shares") represent separate classes ( "Navigator Classes") of
interest in the Legg Mason Global Government Trust ("Global Government"), Legg
Mason International Equity Trust ("International Equity")and Legg Mason Emerging
Markets Trust ("Emerging Markets"), respectively. Global Government,
International Equity and Emerging Markets (each separately referred to as a
"Fund" and collectively referred to as the "Funds") are separate, professionally
managed portfolios of Legg Mason Global Trust, Inc. ("Corporation"), an open-end
management investment company. Global Government is a bond fund; International
Equity and Emerging Markets are equity funds.
MUTUAL FUND SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK OR OTHER DEPOSITORY INSTITUTION. SHARES ARE NOT INSURED BY
THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY, AND ARE SUBJECT TO
INVESTMENT RISK, INCLUDING THE POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
This Prospectus sets forth concisely the information about the Funds that a
prospective investor ought to know before investing. It should be retained for
future reference. A Statement of Additional Information about the Funds dated
May 1, 1996 has been filed with the Securities and Exchange Commission ("SEC")
and, as amended or supplemented from time to time, is incorporated herein by
reference. The Statement of Additional Information is available without charge
upon request from the Funds' distributor, Legg Mason Wood Walker, Incorporated
("Legg Mason") (address and telephone numbers listed below).
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
INTERNATIONAL EQUITY AND EMERGING MARKETS MAY INVEST UP TO 35% AND 100%,
RESPECTIVELY, OF THEIR TOTAL ASSETS IN THE SECURITIES OF COMPANIES LOCATED IN
DEVELOPING COUNTRIES, INCLUDING COUNTRIES OR REGIONS WITH RELATIVELY LOW GROSS
NATIONAL PRODUCT PER CAPITA COMPARED TO THE WORLD'S MAJOR ECONOMIES, AND IN
COUNTRIES OR REGIONS WITH THE POTENTIAL FOR RAPID BUT UNSTABLE ECONOMIC GROWTH
(COLLECTIVELY, "EMERGING MARKETS"). BECAUSE OF THE RISKS ASSOCIATED WITH COMMON
STOCK INVESTMENTS, BOTH INTERNATIONAL EQUITY AND EMERGING MARKETS ARE INTENDED
TO BE LONG-TERM INVESTMENT VEHICLES AND ARE NOT DESIGNED TO PROVIDE INVESTORS
WITH A MEANS OF SPECULATING ON SHORT-TERM STOCK MARKET MOVEMENTS. INVESTORS IN
THESE TWO FUNDS SHOULD BE ABLE TO TOLERATE SUDDEN, SOMETIMES SUBSTANTIAL
FLUCTUATIONS IN THE VALUE OF THEIR INVESTMENTS.
GLOBAL GOVERNMENT is a non-diversified, professionally managed portfolio
seeking capital appreciation and current income in order to achieve an
attractive total return consistent with prudent investment risk. In attempting
to achieve the Fund's objective, the Fund's investment adviser, Legg Mason Fund
Adviser, Inc. ("LMFA"), normally invests at least 75% of the Fund's total assets
in debt securities issued or guaranteed by foreign governments, the U.S.
Government, their agencies, instrumentalities and political subdivisions. At
least 75% of its total assets normally will be invested in investment grade debt
securities of foreign or domestic corporations, governments or other issuers,
certain money market instruments, and repurchase agreements collateralized by
such securities. The Fund may invest up to 25% of its total assets in
lower-rated debt securities.
INTERNATIONAL EQUITY is a diversified, professionally managed portfolio
seeking maximum long-term total return. IN ATTEMPTING TO ACHIEVE THE FUND'S
OBJECTIVE, THE FUND'S INVESTMENT ADVISER, BATTERYMARCH FINANCIAL MANAGEMENT,
INC. ( "BATTERYMARCH"), NORMALLY INVESTS THE FUND'S ASSETS IN COMMON STOCKS OF
COMPANIES LOCATED OUTSIDE THE UNITED STATES. THE FUND MAY INVEST UP TO 35% OF
ITS TOTAL ASSETS IN EMERGING MARKET SECURITIES.
<PAGE>
EMERGING MARKETS is a diversified, professionally managed portfolio seeking
long-term capital appreciation. In attempting to achieve the Fund's objective,
Batterymarch, as the Fund's investment adviser, normally invests at least 65% of
the Fund's total assets in equity securities of emerging market companies.
Assets not invested in emerging market equity securities may be invested in any
combination of debt securities of the U.S. Government, equity securities of
issuers in developed countries, cash and money market instruments.
The adviser considers emerging markets to include most of the countries of
Asia, Africa, Latin America, Eastern Europe and the Middle East, as well as
certain countries in Western or Southern Europe. Most emerging market countries
or regions have relatively low gross national products per capita compared to
the world's major economies, and have the potential for rapid but unstable
economic growth. The risks of foreign investing are heightened in emerging
markets.
INVESTORS SHOULD BE COGNIZANT OF THE UNIQUE RISKS OF INTERNATIONAL
INVESTING, INCLUDING EXPOSURE TO CURRENCY FLUCTUATIONS. BECAUSE OF THESE RISKS,
AN INVESTMENT IN ANY OF THESE FUNDS SHOULD NOT BE CONSIDERED A COMPLETE
INVESTMENT PROGRAM. BECAUSE OF THE SPECIAL RISKS ASSOCIATED WITH EMERGING
MARKETS, AN INVESTMENT IN EITHER OF THE EQUITY FUNDS SHOULD BE CONSIDERED
SPECULATIVE.
The Navigator Classes of Shares, described in this Prospectus, are currently
offered for sale only to institutional clients of the Fairfield Group, Inc.
("Fairfield") for investment of their own funds and funds for which they act in
a fiduciary capacity, to clients of Legg Mason Trust Company ("Trust Company")
for which Trust Company exercises discretionary investment management
responsibility (such institutional investors are referred to collectively as
"Institutional Clients" and accounts of the customers with such Clients
("Customers") are referred to collectively as "Customer Accounts"), to qualified
retirement plans managed on a discretionary basis and having net assets of at
least $200 million, and to The Legg Mason Profit Sharing Plan and Trust.
Navigator Shares may not be purchased by individuals directly, but Institutional
Clients may purchase shares for Customer Accounts maintained for individuals.
Navigator Shares are sold and redeemed without any purchase or redemption
charge imposed by the Funds, although Institutional Clients may charge their
Customer Accounts for services provided in connection with the purchase or
redemption of shares. See "How to Purchase and Redeem Shares." Each Fund pays
management fees to its respective adviser, but Navigator Classes pay no
distribution fees.
Emerging Markets may choose not to continuously offer its shares for periods
of time after it commences operations. However, an investor may redeem shares at
any time subject to a redemption fee applicable for the first year after
purchase. See "How to Purchase and Redeem Shares," page [ ].
TABLE OF CONTENTS
Expenses 3
Financial Highlights 4
Performance Information 6
Investment Objectives and Policies 7
How to Purchase and Redeem Shares 18
How Shareholder Accounts are Maintained 19
How Net Asset Value Is Determined 20
Dividends and Other Distributions 20
Taxes 21
Shareholder Services 22
The Funds' Management and Investment Advisers 23
The Funds' Distributor 24
The Funds' Custodian and Transfer Agent 25
Description of the Corporation and its Shares 25
Legg Mason Wood Walker, Inc.
111 South Calvert Street
P.O. Box 1476
Baltimore, MD 21203-1476
410 (Bullet) 539 (Bullet) 0000
800 (Bullet) 822 (Bullet) 5544
2
<PAGE>
EXPENSES
The purpose of the following table is to assist an investor in
understanding the various costs and expenses that an investor in Navigator
Shares of a Fund will bear directly or indirectly. The expenses and fees
set forth in the table are based on estimated expenses for the initial
period of operations of the Navigator Classes.
SHAREHOLDER TRANSACTION EXPENSES FOR EACH
FUND
<TABLE>
<S> <C>
Maximum sales charge on purchases or
reinvested dividends None
Redemption and exchange fees:
For Global Government and International
Equity None
For Emerging Markets 2.00%*
</TABLE>
* Because of the costs involved in trading emerging market securities,
Emerging Markets assesses a 2% redemption fee on the proceeds of shares
redeemed or exchanged within one year of purchase. The fee is paid
directly to the Fund, and not to LMFA or Legg Mason.
ANNUAL FUND OPERATING EXPENSES -- NAVIGATOR SHARES A
(AS A PERCENTAGE OF AVERAGE NET ASSETS)
<TABLE>
<CAPTION>
GLOBAL INTERNATIONAL EMERGING
GOVERNMENT EQUITY* MARKETS*
<S> <C> <C> <C>
Management fees 0.75% 0.09% 0.00%
12b-1 fees None None None
Other expenses 0.31% 1.16% 1.50(B)
Total operating 1.06% 1.25% 1.50%
</TABLE>
*After waiver of fees and reimbursement of certain expenses.
(A) Pursuant to voluntary expense limitations, LMFA and each Fund's
sub-adviser have agreed to waive the management and 12b-1 fees and
assume certain other expenses to the extent necessary to limit total
operating expenses attributable to the Navigator Shares of each Fund
(exclusive of taxes, interest, brokerage and extraordinary expenses) as
follows: For Global Government 1.15% of average daily net assets
indefinitely; for International Equity, 1.25% of average daily net
assets until December 31, 1996; for Emerging Markets, 1.50% of average
daily net assets until December 31, 1996. In the absence of such
waivers, the expected management fee, other expenses, and total
operating expenses of each Fund would be as follows. For International
Equity, 0.75%, 1.16% and 1.91% of average net assets; and for Emerging
Markets, 1.00%, 1.50% and 2.50% of average net assets.
(B) Other expenses are based on annualized estimated amounts for the current
fiscal year.
For further information concerning Fund expenses, see "The Funds'
Management and Investment Advisers," page [ ].
EXAMPLE
The following example illustrates the expenses that you would pay on a
$1,000 investment in Navigator Shares over various time periods assuming
(1) a 5% annual rate of return and (2) full redemption at the end of each
time period. As noted in the table above, Global Government and
International Equity charge no redemption fees of any kind.
<TABLE>
<CAPTION>
1 3 5 10
YEAR YEARS YEARS YEARS
<S> <C> <C> <C> <C>
Global Government $11 $34 $58 $129
International Equity $13 $40 $69 $151
Emerging Markets $36 $47 N/A N/A
Emerging Markets
(Assuming no redemption) $15 $47 N/A N/A
</TABLE>
This example assumes that all dividends and other distributions are
reinvested and that the percentage amounts listed under Annual Fund
Operating Expenses remain the same over the time periods shown. The above
tables 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
PROJECTED OR ACTUAL PERFORMANCE OF NAVIGATOR SHARES OF THE FUNDS. THE
ABOVE TABLES AND EXAMPLE SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST
OR FUTURE EXPENSES. ACTUAL EXPENSES MAY BE GREATER OR LESS THAN THOSE
SHOWN. The actual expenses attributed to Navigator Shares will depend
upon, among other things, the level of average net assets, the levels of
sales and redemptions of shares, whether LMFA and/or a Fund's sub-advisor
reimburses all or a portion of their respective Fund's expenses, and the
extent to which Navigator Shares incur variable expenses, such as transfer
agency costs.
3
<PAGE>
FINANCIAL HIGHLIGHTS
Each Fund offers two classes of shares, Primary Shares and Navigator
Shares. The information shown below for prior periods is for Primary Shares
(the other class of shares currently offered) and reflects 12b-1 fees paid
by that class and not by Navigator Shares.
The financial highlights tables that follow have been derived from each
Fund's financial statements which have been audited by Coopers & Lybrand
L.L.P. Global Government's and International Equity's financial statements
for the year ended December 31, 1995 and the report of Coopers & Lybrand
L.L.P. thereon are included in each respective Fund's annual report and are
incorporated by reference into the Statement of Additional Information. The
annual report for each Fund is available to shareholders without charge by
calling an investment executive at Fairfield, Legg Mason or Legg Mason's
Funds Marketing Department at 800-822-5544. As of the date of this
Prospectus, Emerging Markets has not commenced operations and has not
issued any annual reports.
<TABLE>
<CAPTION>
GLOBAL GOVERNMENT
Years Ended December 31, 1995 1994 1993(A)
<S> <C> <C> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $ 9.54 $10.27 $10.00
Net investment income(B) 0.63 0.57 0.36
Net realized and unrealized gain (loss) on investments, forward currency
contracts, options and currency translations 1.32 (0.71) 0.31
Total from investment operations 1.95 (0.14) 0.67
Distributions to shareholders:
Net investment income (1.16) (0.59) (0.36)
Net realized gain on investments -- -- (0.04)
Total distributions (1.16) (0.59) (0.40)
Net asset value, end of period $10.33 $ 9.54 $10.27
Total return(C) 20.80 % (1.4)% 6.8 %
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
Expenses(B) 1.8 % 1.3 % 0.3 %(D)
Net investment income(B) 5.7 % 5.7 % 5.4 %(D)
Portfolio turnover rate 169.5 % 127.0 % 127.8 %(D)
Net assets, end of period (in thousands) $153,954 $145,415 $161,072
</TABLE>
(A) FOR THE PERIOD APRIL 15, 1993 (COMMENCEMENT OF OPERATIONS) TO DECEMBER
31, 1993.
(B) NET OF FEES WAIVED AND REIMBURSEMENTS MADE BY LMFA FOR EXPENSES IN EXCESS
OF VOLUNTARY LIMITATIONS AS FOLLOWS: 0.2% UNTIL SEPTEMBER 30, 1993; 0.35%
UNTIL DECEMBER 31, 1993; 0.5% UNTIL JANUARY 31, 1994; 0.7% UNTIL FEBRUARY
28, 1994; 0.9% UNTIL MARCH 31, 1994; 1.1% UNTIL APRIL 30, 1994; 1.3%
UNTIL MAY 31, 1994; 1.5% UNTIL JUNE 30, 1994; 1.7% UNTIL JULY 31, 1994;
AND 1.9% INDEFINITELY.
(C) NOT ANNUALIZED FOR PERIODS OF LESS THAN A FULL YEAR.
(D) ANNUALIZED.
4
<PAGE>
INTERNATIONAL EQUITY
<TABLE>
<CAPTION>
PRIMARY CLASS
Year Ended December 31, 1995(A)
<S> <C>
PER SHARE OPERATING PERFORMANCE:
Net asset value, beginning of period $10.00
Net investment income(B) 0.04
Net realized and unrealized gain on investments and currency translations 0.77
Total from investment operations 0.81
Distributions to shareholders from:
Net investment income (0.04)
In excess of net realized gain on investments (0.07)
Net asset value, end of period $10.70
Total return(C) 8.11%
RATIOS/SUPPLEMENTAL DATA:
Ratios to average net assets:
Expenses(B) 2.25%(D)
Net investment income(B) 0.52%(D)
Portfolio turnover rate 57.58%(D)
Net assets, end of period (in thousands) $65,947
</TABLE>
(A) FOR THE PERIOD FEBRUARY 17, 1995 (COMMENCEMENT OF OPERATIONS) TO DECEMBER
31, 1995.
(B) NET OF FEES WAIVED AND EXPENSES REIMBURSED PURSUANT TO A VOLUNTARY
EXPENSE LIMITATION OF 2.25%.
(C) NOT ANNUALIZED FOR PERIODS OF LESS THAN A FULL YEAR.
(D) ANNUALIZED.
5
<PAGE>
PERFORMANCE INFORMATION
From time to time each Fund may quote the TOTAL RETURN of each class of
shares in advertisements or in reports or other communications to shareholders.
A mutual fund's total return is a measurement of the overall change in value,
including changes in share price and assuming reinvestment of dividends and
capital gain distributions of an investment in the fund. CUMULATIVE TOTAL RETURN
shows the fund's performance over a specific period of time. AVERAGE ANNUAL
TOTAL RETURN is the average annual compounded return that would have produced
the same cumulative total return if the fund's performance had been constant
over the entire period. Performance figures reflect past performance only and
are not intended to indicate future performance. Average annual returns tend to
smooth out variations in the fund's return, so they differ from actual year-
by-year results. As of the date of this Prospectus, Emerging Markets has no
operating history.
Total returns as of December 31, 1995 were as follows:
<TABLE>
<CAPTION>
CUMULATIVE TOTAL GLOBAL
RETURN GOVERNMENT INTERNATIONAL EQUITY
<S> <C> <C>
Primary Class:
One Year +20.80% N/A
Life of Class +27.16%A +8.11%(B)
</TABLE>
<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL GLOBAL
RETURN GOVERNMENT INTERNATIONAL EQUITY
<S> <C> <C>
Primary Class:
One Year +20.80% N/A
Life of Class +9.25%A N/A
</TABLE>
(A) INCEPTION OF GLOBAL GOVERNMENT -- APRIL 15, 1993.
(B) INCEPTION OF INTERNATIONAL EQUITY -- FEBRUARY 17, 1995.
No adjustment has been made for any income taxes payable by shareholders.
The investment return and principal value of an investment in the Funds will
fluctuate so that an investor's shares, when redeemed, may be worth more or less
than their original cost. Returns would have been lower if LMFA had not
waived/reimbursed certain fees and expenses during the periods presented above.
Because Navigator Shares have lower total expenses, they will generally have a
higher return than Primary Shares. As of the date of this Prospectus, Navigator
Shares have no performance history.
Global Government also may advertise its YIELD . Yield reflects net
investment income per share (as defined by applicable SEC regulations) over a
30-day (or one-month) period, expressed as an annualized percentage of net asset
value at the end of the period. The effective yield, although calculated
similarly, will be slightly higher than the yield because it assumes that income
earned from the investment is reinvested (i.e., the compounding effect of
reinvestment). Yield computations differ from other accounting methods and
therefore may differ from dividends actually paid or reported net income.
Further information about each Fund's performance is contained in that
Fund's annual report to shareholders, which may be obtained without charge by
calling an investment executive at Fairfield, Legg Mason or Legg Mason's Funds
Marketing Department at 800-822-5544.
6
<PAGE>
INVESTMENT OBJECTIVES AND POLICIES
Each Fund's investment objective may not be changed without
shareholder approval; however, except as otherwise noted, the investment
policies of each Fund described below may be changed by the Corporation's
Board of Directors without a shareholder vote. There can be no assurance
that any Fund will achieve its investment objective.
GLOBAL GOVERNMENT'S investment objective is to provide capital
appreciation and current income in order to achieve an attractive total
return consistent with prudent investment risk. The Fund normally attempts
to achieve this objective by investing at least 75% of its total assets in
debt securities issued or guaranteed by the U. S. Government or foreign
governments, their agencies, instrumentalities or political subdivisions.
The Fund normally will invest at least 75% of its assets in debt
securities issued or guaranteed by the U. S. Government or foreign
governments, the agencies or instrumentalities of either, supranational
organizations and foreign or domestic corporations, trusts, or financial
institutions rated within the four highest grades by Moody's Investors
Service, Inc. ("Moody's") or Standard & Poor's ("S&P") or, if unrated by
Moody's or S&P, judged by LMFA to be of comparable quality, certain money
market instruments and repurchase agreements involving any of the
foregoing. These are considered investment grade debt securities.
Under normal circumstances, the Fund will be invested in at least
three different countries, including the United States. The Fund will
invest no more than 40% of its total assets in any one country other than
the United States. There is no other limit on the percentage of the Fund's
assets that may be invested in any one country or currency.
The money market instruments in which the Fund may invest include
commercial paper and other money market instruments which are: rated A-1
or A-2 by S&P or Prime-1 or Prime-2 by Moody's at the date of investment;
issued or guaranteed as to principal and interest by issuers or guarantors
having an existing debt security rating of A or better by Moody's or S&P,
or if unrated by Moody's or S&P, judged by LMFA to be of comparable
quality; and bank certificates of deposit and bankers' acceptances judged
by LMFA to be of comparable quality.
The remainder of the Fund's assets, not in excess of 25% of its
assets, may be invested in: (1) debt securities of issuers which are rated
at the time of purchase below Moody's or S&P's four highest grades, or
unrated securities judged by LMFA to be of comparable quality. This may
include lower-rated debt securities issued or guaranteed by foreign
governments or by domestic or foreign corporations, trusts or financial
institutions; (2) loans and participations in loans originated by banks
and other financial institutions, which also may be below investment
grade; (3) securities which may be convertible into or exchangeable for,
or carry warrants to purchase, common stock, or other equity interests
(such securities may offer attractive income opportunities, and the debt
securities of certain issuers may not be available without such features);
and (4) common and preferred stocks. See page [ ] for a discussion of the
risks of lower-rated debt securities. If a security is downgraded
subsequent to its purchase, the Fund will sell that security or another if
that is necessary to assure that 75% of its assets are investment grade or
equivalent quality instruments.
The Fund may invest directly in U.S. dollar-denominated or foreign
currency-denominated foreign debt (including preferred or preference
stock) and money market securities issued or guaranteed by governmental
and non-governmental issuers, international agencies and supranational
entities. Some securities issued by foreign governments or their
subdivisions, agencies and instrumentalities may not be backed by the full
faith and credit of the foreign government.
The Fund's foreign investments may include securities of issuers based
in developed countries (including, but not limited to, countries in the
European Community, Canada, Japan, Australia, New Zealand and newly
industrialized countries, such as Singapore, Taiwan and South Korea).
The Fund may invest in "Brady Bonds," which are debt restructurings
that provide for the exchange of cash and loans for newly issued bonds.
Brady Bonds have been issued by numerous emerging market governments, and
other such governments are expected to issue them in the future. Brady
Bonds currently are rated below investment grade. As of the date of this
Prospectus, LMFA is not aware of the occurrence of any payment defaults on
Brady Bonds. Investors should recognize, however, that Brady Bonds have
been issued only recently and, accordingly, do not have a long payment
history. Brady Bonds may be collateralized or uncollateralized, are issued
in various currencies (primarily the U. S. dollar) and are actively traded
in the secondary market for Latin American debt.
The Fund may invest in either collateralized or uncollateralized Brady
Bonds. U.S. dollar-denominated, collateralized Brady Bonds, which
7
<PAGE>
may be fixed-rate par bonds or floating rate discount bonds, are
collateralized in full as to principal by U.S. Treasury zero coupon bonds
having the same maturity as the bonds. Interest payments on such bonds
generally are collateralized by cash or securities in an amount that, in
the case of fixed-rate bonds, is equal to at least one year of rolling
interest payments or, in the case of floating rate bonds, initially is
equal to at least one year's rolling interest payments based on the
applicable interest rate at that time and is adjusted at regular intervals
thereafter.
Foreign government securities may include debt securities denominated
in multinational currency units. An example of a multinational currency
unit is the European Currency Unit ("ECU"). An ECU represents specified
amounts of currencies of certain member states of the European Economic
Community. The specific amounts of currencies comprising the ECU may be
adjusted to reflect changes in relative values of the underlying
currencies. LMFA does not believe that such adjustments will adversely
affect holders of ECU-denominated obligations or the marketability of such
securities. European supranational entities, in particular, issue
ECU-denominated obligations. The market for ECUs may become illiquid at
times of rapid change in the European currency markets, limiting the
Fund's ability to prevent potential losses.
The Fund may buy and sell options, futures and forward contracts for
hedging purposes and, to the extent permitted by regulatory agencies, for
non-hedging purposes in an effort to enhance income. See "Options and
Futures; Forward Currency Exchange Contracts," page [ ] and "Risks of
Futures, Options and Forward Contracts," page [ ]. The Fund may purchase
securities on a when-issued basis and enter into forward commitments to
purchase securities; may enter into swaps, caps, collars and floors for
hedging and other purposes; may lend its securities to brokers, dealers
and other financial institutions to earn income; may borrow money for
temporary or emergency purposes; and may enter into short sales "against
the box." See "When-Issued Securities and Standby Commitments," page [ ].
When LMFA believes such action is warranted by unusual market
conditions, the Fund may invest temporarily without limit in cash (U.S.
dollars) and U.S. dollar-denominated money market instruments.
INTERNATIONAL EQUITY'S investment objective is to seek maximum
long-term total return. The Fund attempts to meet this objective by
investing primarily in common stocks of companies located outside the
United States. Under normal circumstances, the Fund will invest at least
65% of its total assets in equity securities of issuers located in at
least three different countries other than the United States. In
implementing this policy, Batterymarch currently intends to invest
substantially all of the Fund's assets in non-U.S. equity securities.
Batterymarch examines securities from over 20 international stock markets,
with emphasis on several of the largest -- Japan, the United Kingdom,
France, Canada and Germany. Common stocks are chosen using Batterymarch's
system for identifying common stocks it believes to be undervalued. The
weighting of the Fund's assets among individual countries will reflect an
assessment of the attractiveness of individual equity securities
regardless of where they trade. In addition, the Fund may invest up to 35%
of its total assets in emerging market securities.
The Fund's investment portfolio will normally be diversified across a
broad range of industries and across a number of countries, consistent
with the objective of maximum total return. The Fund is expected to remain
substantially fully invested in equity securities. However, when cash is
temporarily available, or for temporary defensive purposes, when
Batterymarch believes such action is warranted by abnormal market or
economic situations, the Fund may invest without limit in repurchase
agreements of domestic issuers. When Batterymarch believes such action is
warranted by abnormal market or economic situations, for temporary
defensive purposes, the Fund also may invest without limit in short-term
debt instruments, including government, corporate and money market
securities of domestic issuers. Such short-term investments will be rated
in one of the four highest rating categories by S&P or Moody's or, if
unrated by S&P or Moody's, judged by Batterymarch to be of comparable
quality.
The Fund is authorized to invest in stock index futures and options as
discussed below. The Fund may also enter into forward foreign currency
exchange contracts in order to protect against fluctuations in exchange
rates. See "Options, Futures and Forward Currency Exchange Contracts," and
"Risks of Futures, Options and Forward Contracts," pages [ ].
The Fund is permitted to hold securities other than common stock, such
as debentures or preferred stock that may or may not be convertible into
common stock. Some of these instruments may be rated below investment
grade. The Fund
8
<PAGE>
will not purchase securities rated below investment grade (or comparable
unrated securities) if, as a result, more than 5% of the Fund's net assets
would be so invested.
EMERGING MARKETS' investment objective is long-term capital
appreciation. The fund attempts to meet this objective by investing at
least 65% of its total assets in emerging market equity securities under
normal conditions.
Assets not invested in emerging market equity securities may be
invested in any combination of debt securities of the U.S. Government,
equity securities of issuers in developed countries, cash and money market
instruments, including repurchase agreements. Batterymarch intends to be
substantially fully invested in equity securities and convertible
securities of emerging market issuers. The Fund may use options and stock
index futures as discussed below. It may also enter into forward foreign
currency exchange contracts in order to protect against fluctuations in
exchange rates. However, appropriate hedging instruments are not available
with respect to most emerging markets, and the Fund accordingly does not
now intend to employ hedging strategies. See "Options, Futures and Forward
Currency Exchange Contracts," page , and "Risks of Futures, Options,
Futures and Forward Contracts," page .
The Fund may invest in the following types of equity securities:
common stock, preferred stock, securities convertible into common stock,
rights and warrants to acquire such securities and substantially similar
forms of equity with comparable risk characteristics.
The Fund intends to invest in Asia, Latin America, the Indian
Subcontinent, Southern and Eastern Europe, the Middle East, and Africa,
although it may not invest in all these markets at all times and may not
invest in any particular market when it deems investment in that country
or region to be inadvisable.
More than 25% of the Fund's total assets may be denominated in a
single currency. Concentration in a single foreign currency will increase
the Fund's exposure to adverse developments affecting the value of that
currency. An issuer of securities may be purchased by the Fund may be
domiciled in a country other than the country in whose currency the
securities are denominated.
When abnormal market or economic situations warrant in the opinion of
Batterymarch, the Fund may invest without limit for temporary defensive
purposes in short-term debt instruments, including government, corporate
and money market securities of domestic issuers, as well as repurchase
agreements. Such short-term instruments will be rated in one of the four
highest rating categories by S&P or Moody's or, if unrated, judged by
Batterymarch to be of comparable quality.
INVESTMENT RESTRICTIONS
Global Government is a "non-diversified" investment company;
therefore, the percentage of its assets invested in any single issuer is
not limited by the Investment Company Act of 1940 ("1940 Act"). However,
the Fund intends to continue to qualify as a regulated investment company
("RIC") under the Internal Revenue Code of 1986, as amended ( "Code"),
which requires that, among other things, at the close of each quarter of
the Fund's taxable year: (1) with respect to 50% of the Fund's total
assets, no more than 5% of its total assets may be invested in the
securities of any one issuer; and (2) no more than 25% of the value of the
Fund's total assets may be invested in the securities of a single issuer;
these limits do not apply to U.S. government securities. To the extent the
Fund's assets are invested in the obligations of a limited number of
issuers or in a limited number of countries or currencies, the value of
the Fund's shares will be more susceptible to any single economic,
political or regulatory occurrence than would the shares of a diversified
company.
The fundamental restrictions applicable to the Fund include a
prohibition on investing 25% or more of total assets in the securities of
issuers having their principal business activities in the same industry
(with the exception of securities issued or guaranteed by the U. S.
Government, its agencies or instrumentalities and repurchase agreements
with respect thereto). Additional fundamental and non-fundamental
investment restrictions are set forth in the Statement of Additional
Information.
As a fundamental policy, each Fund may borrow an amount equal to
33 1/3% of its total assets. Because of the limited liquidity of some
emerging markets, Emerging Markets, in particular, may occasionally be
required to borrow to meet redemption requests. Borrowing may cause
greater fluctuation in share value, but also may enable the Fund to retain
favorable securities positions rather than liquidating them to meet
redemptions. None of the Funds will borrow for the purpose of leveraging
its portfolio. As a non-fundamental policy, none of the Funds may purchase
securities when outstanding borrowings exceed 5% of total assets.
9
<PAGE>
INVESTMENT TECHNIQUES AND RISKS
The following investment techniques and risks apply to each of the
Funds unless otherwise stated.
Foreign Securities
Investing in the securities of issuers in any foreign country involves
special risks and considerations not typically associated with investing
in U.S. companies. These include risks resulting from differences in
accounting, auditing and financial reporting standards; lower liquidity
than U.S. securities; the possibility of nationalization, expropriation or
confiscatory taxation; adverse changes in investment or exchange control
regulations (which may include suspension of the ability to transfer
currency out of a country); and political instability. In many cases,
there is less publicly available information concerning foreign issuers
than is available concerning U.S. issuers. Additionally, purchases and
sales of foreign securities and dividends and interest payable on those
securities may be subject to foreign taxes and tax withholding. Foreign
securities generally exhibit greater price volatility and a greater risk
of illiquidity. Changes in foreign exchange rates will affect the value of
securities denominated or quoted in currencies other than the U.S. dollar
irrespective of the performance of the underlying investment.
The relative performance of various countries' fixed income and equity
markets historically has reflected wide variations relating to the unique
characteristics of each country's economy. Individual foreign economies
may differ favorably or unfavorably from the U.S. economy in such respects
as growth of gross domestic product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position.
Bank deposit insurance, if any, may be subject to widely varying
regulations and limits in foreign countries.
Foreign securities purchased by a Fund may be listed on foreign
exchanges or traded over-the-counter. Transactions on foreign exchanges
are usually subject to mark-ups or commissions higher than negotiated
commissions on U.S. transactions, although each Fund will endeavor to
obtain the best net results in effecting transactions. There is less
government supervision and regulation of exchanges and brokers in many
foreign countries than in the United States. Additional costs associated
with an investment in foreign securities will include higher custodial
fees than apply to domestic custodial arrangements and transaction costs
of foreign currency conversions.
Emerging Market Securities
Each Fund may invest in securities of issuers based in emerging
markets (including, but not limited to, countries in Asia, Latin America,
the Indian Subcontinent, Southern and Eastern Europe, the Middle East, and
Africa). The risks of foreign investment, described above, are greater for
investments in emerging markets. Because of the special risks associated
with investing in emerging markets, an investment in any of the Funds
should be considered speculative. With respect to Global Government, debt
securities of governmental and corporate issuers in such countries will
typically be rated below investment grade or be of comparable quality.
Emerging markets will include any country: (i) having an "emerging stock
market" as defined by the International Finance Corporation; (ii) with
low- to middle-income economies according to the International Bank for
Reconstruction and Development ("World Bank"); (iii) listed in World Bank
publications as developing or (iv) determined by Batterymarch to be an
emerging market in accordance with the criteria of those organizations.
The following are considered emerging market securities: (1) securities
publicly traded on emerging market stock exchanges, or whose principal
trading market is over-the-counter (i.e., off-exchange) in an emerging
market; (2) securities (i) denominated in any emerging market currency or
(ii) denominated in a major currency if issued by companies to finance
operations in an emerging market; (3) securities of companies that derive
a substantial portion of their total revenues from goods or services
produced in, or sales made in, emerging markets; (4) securities of
companies organized under the laws of an emerging market country or
region, which are publicly traded in securities markets elsewhere; and (5)
American depositary receipts ("ADRs") (or similar instruments) with
respect to the foregoing.
Investors are strongly advised to consider carefully the special risks
involved in emerging markets, which are in addition to the usual risks of
investing in developed markets around the world. Many emerging market
countries have experienced substantial, and in some periods extremely
high, rates of inflation for many years. Inflation and rapid fluctuations
in inflation rates have had, and may continue to have, very negative
effects on the economies and securities markets of certain emerging
markets.
10
<PAGE>
Economies in emerging markets generally are dependent heavily upon
international trade and, accordingly, have been and may continue to be
affected adversely by economic conditions, trade barriers, exchange
controls, managed adjustments in relative currency values and other
protectionist measures imposed or negotiated by the countries with which
they trade.
Over the last quarter of a century, inflation in many emerging market
countries has been significantly higher than the world average. While some
emerging market countries have sought to develop a number of corrective
mechanisms to reduce inflation or mitigate its effects, inflation may
continue to have significant effects both on emerging market economies and
their securities markets. In addition, many of the currencies of emerging
market countries have experienced steady devaluations relative to the U.S.
dollar, and major devaluations have occurred in certain countries.
Because of the high levels of foreign-denominated debt owed by many
emerging market countries, fluctuating exchange rates can significantly
affect the debt service obligations of those countries. This could, in
turn, affect local interest rates, profit margins and exports which are a
major source of foreign exchange earnings. Although it might be
theoretically possible to hedge for anticipated income and gains, the
ongoing and indeterminate nature of the foregoing risk (and the costs
associated with hedging transactions) makes it virtually impossible to
hedge effectively against such risks.
To the extent an emerging market country faces a liquidity crisis with
respect to its foreign exchange reserves, it may increase restrictions on
the outflow of any foreign exchange. Repatriation is ultimately dependent
on the ability of the Fund to liquidate its investments and convert the
local currency proceeds obtained from such liquidation into U.S. dollars.
Where this conversion must be done through official channels (usually the
central bank or certain authorized commercial banks), the ability to
obtain U.S. dollars is dependent on the availability of such U.S. dollars
through those channels and, if available, upon the willingness of those
channels to allocate those U.S. dollars to the Fund. In such a case, the
Fund's ability to obtain U.S. dollars may be adversely affected by any
increased restrictions imposed on the outflow of foreign exchange. If the
Fund is unable to repatriate any amounts due to exchange controls, it may
be required to accept an obligation payable at some future date by the
central bank or other governmental entity of the jurisdiction involved. If
such conversion can legally be done outside official channels, either
directly or indirectly, the Fund's ability to obtain U.S. dollars may not
be affected as much by any increased restrictions except to the extent of
the price which may be required to be paid for the U.S. dollars.
Many emerging market countries have little experience with the
corporate form of business organization, and may not have well developed
corporation and business laws or concepts of fiduciary duty in the
business context.
The securities markets of emerging markets are substantially smaller,
less developed, less liquid and more volatile than the securities markets
of the U.S. and other more developed countries. Disclosure and regulatory
standards in many respects are less stringent than in the U.S. and other
major markets. There also may be a lower level of monitoring and
regulation of emerging markets and the activities of investors in such
markets; enforcement of existing regulations has been extremely limited.
Some emerging markets have different settlement and clearance
procedures. In certain markets there have been times when settlements have
been unable to keep pace with the volume of securities transactions,
making it difficult to conduct such transactions. The inability of a Fund
to make intended securities purchases due to settlement problems could
cause that Fund to miss attractive investment opportunities. Inability to
dispose of a portfolio security caused by settlement problems could result
either in losses to the Fund due to subsequent declines in value of the
portfolio security or, if the Fund has entered into a contract to sell the
security, in possible liability to the purchaser.
The risk also exists that an emergency situation may arise in one or
more emerging markets as a result of which trading of securities may cease
or may be substantially curtailed and prices for a Fund's portfolio
securities in such markets may not be readily available.
Investment in Japan
International Equity may invest more than 25% of its total assets in
securities of Japanese issuers. Japan is the largest capitalized stock
market outside the United States. The performance of the Fund may
therefore be significantly affected by events affecting the Japanese
economy and the exchange rate between the Japanese yen and the U.S.
dollar. Japan has recently experienced a recession, including a decline in
real estate values that adversely affected the balance sheets of many
financial institutions. The strength of the Japanese
11
<PAGE>
currency may adversely affect industries engaged substantially in export.
Japan's economy is heavily dependent on foreign oil. Japan is located in a
seismically active area, and severe earthquakes may damage important
elements of the country's infrastructure. Japanese economic prospects may
be affected by the political and military situations of its nearby
neighbors, notably North and South Korea, China, and Russia.
Sovereign Debt Securities
Global Government may invest in sovereign debt securities of emerging
market governments. Sovereign debt is subject to risks in addition to
those relating to foreign investments generally. As a sovereign entity,
the issuing government may be immune from lawsuits in the event of its
failure or refusal to pay the obligations when due. The debtor's
willingness or ability to repay in a timely manner may be affected by,
among other factors, its cash flow situation, the extent of its foreign
reserves, the availability of sufficient foreign exchange on the date a
payment is due, the relative size of the debt service burden to the
economy as a whole, the sovereign debtor's policy toward principal
international lenders and the political constraints to which the sovereign
debtor may be subject. Sovereign debtors also may be dependent on expected
disbursements from foreign governments or multilateral agencies, the
country's access to trade and other international credits, and the
country's balance of trade. Some emerging market sovereign debtors have in
the past rescheduled their debt payments or declared moratoria on
payments, and similar occurrences may happen in the future.
Repurchase Agreements
Repurchase agreements are agreements under which either U.S.
government obligations or other high-quality, liquid debt securities are
acquired from a securities dealer or bank subject to resale at an
agreed-upon price and date. The securities are held for the Funds by State
Street Bank and Trust Company ("State Street"), the Funds' custodian, 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. A Fund bears a risk of loss in the event that
the other party to a repurchase agreement defaults on its obligations and
that Fund is delayed or prevented from exercising its right to dispose of
the collateral securities, which may decline in value in the interim. A
Fund will enter into repurchase agreements only with financial
institutions which its adviser believes present minimal risk of default
during the term of the agreement based on guidelines established by the
Corporation's Board of Directors.
Loans of Portfolio Securities
Each Fund may lend portfolio securities to brokers or dealers in
corporate or government securities, banks or other recognized
institutional borrowers of securities, provided that cash or equivalent
collateral, equal to at least 100% of the market value of the securities
loaned, is continuously maintained by the borrower with that Fund. During
the time securities are on loan, the borrower will pay the Fund an amount
equivalent to any dividends or interest paid on such securities, and the
Fund may invest the cash collateral and earn income, or it may receive an
agreed upon amount of interest income from the borrower who has delivered
equivalent collateral. These loans are subject to termination at the
option of the Fund or the borrower. Each Fund may pay reasonable
administrative and custodial fees in connection with a loan and may pay a
negotiated portion of the interest earned on the cash or equivalent
collateral to the borrower or placing broker. Each Fund presently does not
expect to have on loan at any given time securities totaling more than
one-third of its net asset value. When a Fund loans a security to another
party, it runs the risk that the other party will default on its
obligation, and that the value of the collateral will decline before the
Fund can dispose of it.
Restricted and Illiquid Securities
Restricted securities are securities subject to legal or contractual
restrictions on resale, such as private placements. Such restrictions
might prevent the sale of restricted securities at a time when a sale
would otherwise be desirable. No Fund will acquire a security for which
there is not a readily available market ("illiquid assets") if such
acquisition would cause the aggregate value of illiquid assets to exceed
15% of its net assets. Time deposits and repurchase agreements maturing in
more than seven days are considered illiquid. Illiquid securities may be
difficult to value, and the Fund may have difficulty disposing of such
securities promptly.
The Funds do not consider foreign securities to be illiquid if they
can be freely sold in the principal markets in which they are traded, even
if they are not registered for sale in the U.S. Rule 144A securities,
although not registered, may be sold to qualified institutional buyers in
accordance with Rule 144A under the Securities Act of 1933. Each Fund's
adviser, acting pursuant to guidelines
12
<PAGE>
established by the Corporation's Board of Directors, may determine that
some Rule 144A securities are liquid. If the newly-developing
institutional markets for restricted securities do not develop as
anticipated, it could adversely affect the liquidity of a Fund.
Depositary Receipts
The Funds may invest in ADRs or similar non-U.S. instruments issued by
foreign banks or trust companies. ADRs are securities issued by a U.S.
depositary (usually a bank) and represent a specified quantity of
underlying non-U.S. stock on deposit with a custodian bank as collateral.
ADRs may be sponsored or unsponsored. A sponsored ADR is issued by a
depositary which has an exclusive relationship with the issuer of the
underlying security. An unsponsored ADR may be issued by any number of
U.S. depositaries. The Funds may invest in either type of ADR. A foreign
issuer of the security underlying an ADR is generally not subject to the
same reporting requirements in the United States as a domestic issuer.
Accordingly, the information available to a U.S. investor will be limited
to the information the foreign issuer is required to disclose in its own
country and the market value of an ADR may not reflect undisclosed
material information concerning the issuer or the underlying security.
ADRs may also be subject to exchange rate risks if the underlying
securities are denominated in foreign currency. Some of these depositary
receipts may be issued in bearer form. For purposes of their investment
policies, each Fund will treat ADRs and similar instruments as equivalent
to investment in the underlying securities.
Securities of Other Investment Companies
Due to restrictions on direct investment by foreign entities in
certain emerging markets, or other difficulties limiting the availability
of local securities, investment in other investment companies may be the
most practical or only manner in which a Fund can invest in certain
emerging markets. A Fund may invest in the securities of other investment
companies, but it will not own more than 3% of the total outstanding
voting stock of any investment company, invest more than 5% of its total
assets in any one investment company, or invest more than 10% of its total
assets in investment companies in general. Such investments may involve
the payment of substantial premiums above the net asset value of such
issuers' portfolio securities, and the total return on such investments
will be reduced by the operating expenses and fees of such investment
companies, including advisory fees. There can be no assurance that a Fund
will be able to invest in certain emerging markets.
Options, Futures and Forward Currency Exchange Contracts
A futures contract is an agreement between the parties to buy or sell
a specified amount of one or more securities or currencies at a specified
price and date; futures contracts are generally closed out by the parties
in advance of that date for a cash settlement. Under an option contract,
one party has the right to require the other to buy or sell a specific
security, currency or futures contract, and may exercise that right if the
market price of the underlying instrument moves in a direction
advantageous to the holder of the option. A forward foreign currency
exchange contract is an obligation to purchase or sell a specific currency
at a future date, which may be any fixed number of days from the date of
the contract agreed upon by the parties, at a price set at the time of the
contract. Options, futures and forward currency exchange contracts are
generally considered to be "derivatives."
FOR GLOBAL GOVERNMENT:
The Fund may buy and sell options, futures and forward contracts for
hedging purposes and, to the extent permitted by regulatory agencies, for
non-hedging purposes in an effort to enhance income. The Fund may purchase
and sell call and put options on bond indices and on securities in which
the Fund is authorized to invest for hedging purposes or to enhance
income. The Fund may also purchase and sell interest rate and bond index
futures contracts and options thereon for hedging purposes.
The Fund may enter into forward currency contracts for the purchase or
sale of a specified currency at a specified future date either with
respect to specified transactions or with respect to its portfolio
positions. For example, when LMFA anticipates making a currency exchange
transaction in connection with the purchase or sale of a security, the
Fund may enter into a forward contract in order to set the exchange rate
at which the transaction will be made. The Fund may enter into a forward
contract to sell an amount of a foreign currency approximating the value
of some or all of its security positions denominated in such currency. It
may also engage in cross-hedging by using a forward contract in one
currency to hedge against fluctuations in the value of securities
denominated in a different currency. The purpose of these contracts is to
minimize the risk to the Fund from adverse changes in the relationship
between two currencies. Cross-currency hedging
13
<PAGE>
requires a degree of correlation between the two currencies involved. Some
currency relationships thought to be correlated have proven highly
volatile on some occasions.
The Fund may also purchase and sell foreign currency futures
contracts, options thereon and options on foreign currencies to hedge
against the risk of fluctuations in the market value of foreign securities
it holds or intends to purchase, resulting from changes in foreign
exchange rates. The Fund may also purchase and sell options on foreign
currencies and use forward currency contracts to enhance income.
FOR INTERNATIONAL EQUITY AND EMERGING MARKETS:
A Fund may enter into forward foreign currency exchange contracts in
order to protect against uncertainty in the level of future foreign
exchange rates in the purchase and sale of investment securities. It may
not enter into such contracts for speculative purposes. Forward currency
contracts may be bought or sold to protect the Fund to a limited extent
against adverse changes in exchange rates between foreign currencies and
the U.S. dollar.
Each Fund may utilize futures contracts and options to a limited
extent. Specifically, a Fund may enter into futures contracts and related
options provided that not more than 5% of its net assets are required as a
futures contract deposit and/or premium; in addition, a Fund may not enter
into futures contracts or related options if, as a result, more than 20%
of the Fund's total assets would be so invested.
Futures contracts and options may be used for several reasons: to
simulate full investment in underlying securities while retaining a cash
balance for Fund management purposes, to facilitate trading, to reduce
transaction costs, or to seek higher investment returns when a futures
contract or option is priced more attractively than the underlying equity
security or index.
As noted above, it may be difficult or impossible to hedge exposures
in emerging markets, both because of the nature of the risks and because
of the limited availability of suitable hedging instruments.
Risks of Futures, Options and Forward Currency Exchange Contracts
The use of options, futures and forward currency exchange contracts
involves certain investment risks and transaction costs. These risks
include (1) dependence on the ability of each Fund's adviser to predict
movements in the prices of individual securities, fluctuations in the
general securities markets or in market sectors and movements in interest
rates and currency markets; (2) imperfect correlation, or no correlation
at all, between movements in the price of options, currencies, futures
contracts or forward currency contracts and movements in the price of the
underlying securities or currencies; (3) the fact that skills needed to
use these instruments are different from those needed to select a Fund's
portfolio securities; (4) the possible lack of a liquid secondary market
for any particular instrument at any particular time; (5) the possibility
that the use of cover or segregation involving a large percentage of the
Fund's assets could impede portfolio management or that Fund's ability to
meet redemption requests or other short-term obligations; (6) the possible
need to defer closing out positions in these instruments in order to avoid
adverse tax consequences; and (7) the fact that, although use of these
instruments for hedging purposes can reduce the risk of loss, they can
also reduce the opportunity for gain, or even result in losses, by
offsetting favorable price movements in hedged investments. There can be
no assurance that a Fund's use of futures contracts, forward currency
contracts or options will be successful. Moreover, in the event that an
anticipated change in the price of the securities or currencies that are
the subject of the strategy does not occur, the Fund might have been in a
better position had it not used that strategy at all. Forward currency
contracts, which protect the value of a Fund's investment securities
against a decline in the value of a currency, do not eliminate
fluctuations in the underlying prices of the securities. They simply
establish an exchange rate at a future date. The use of options and
futures contracts for speculative purposes, i.e., to enhance income or to
increase a Fund's exposure to a particular security or foreign currency,
subjects the Fund to additional risk. The use of options, futures or
forward contracts to hedge an anticipated purchase also subjects a Fund to
additional risk until the purchase is completed or the position is closed
out.
When a Fund purchases or sells a futures contract, it is required to
deposit with its custodian (or a broker, if legally permitted) a specified
amount of cash or U. S. government securities ("initial margin"). A Fund
will not enter into futures contracts or commodities option positions
(other than option positions that are "in-the-money" at the time of
purchase) if, immediately thereafter, its initial margin deposits plus
premiums paid by it, would exceed 5% of the fair market value of the
Fund's net assets. If a Fund writes an option or sells a futures contract
and is not able
14
<PAGE>
to close out that position prior to settlement date, the Fund may be
required to deliver cash or securities substantially in excess of these
amounts.
Many options on securities are traded primarily on the
over-the-counter ("OTC") market. OTC options are two-party contracts with
price and other terms negotiated between buyer and seller and generally do
not have as much liquidity as exchange-traded options. Thus, when a Fund
purchases an OTC option, it relies on the dealer from which it has
purchased the option to make or take delivery of the securities underlying
the option. Failure by the dealer to do so would result in the loss of the
premium paid by that Fund as well as the loss of the expected benefit of
the transaction. OTC options may be considered "illiquid securities" for
purposes of each Fund's investment limitations. Options and futures traded
on U.S. or other exchanges may be subject to position and daily
fluctuation limits, which may limit the ability of a Fund to reduce risk
using such options and futures and may limit their liquidity.
When using options, futures or forwards, each Fund will cover its
short positions or maintain a segregated asset account, to the extent
required by SEC staff positions. The Statement of Additional Information
contains a more detailed description of futures, options and forward
strategies.
THE FOLLOWING DESCRIBES CERTAIN INVESTMENT TECHNIQUES USED PRIMARILY
BY GLOBAL GOVERNMENT:
Lower-Rated Debt Securities
The Fund may invest in debt obligations of any grade. LMFA seeks to
minimize the risks of investing in all securities through in-depth credit
analysis and attention to current developments in interest rates and
market conditions.
Securities rated Baa and BBB are the lowest which are considered
"investment grade" obligations. Moody's describes securities rated Baa as
"medium-grade" obligations; they are "neither highly protected nor poorly
secured . . . [I]nterest payments and principal security appear adequate
for the present but certain protective elements may be lacking or may be
characteristically unreliable over any great length of time. Such bonds
lack outstanding investment characteristics and in fact have speculative
characteristics as well." Where one rating organization has assigned an
investment grade rating to an instrument and others have given it a lower
rating, the Fund may consider the instrument to be investment grade. The
ratings do not include the risk of market fluctuations.
The Fund may invest up to 25% of its total assets in high-yield,
high-risk securities rated below investment grade. Such securities are
deemed by Moody's and S&P to be predominantly speculative with respect to
the issuer's capacity to pay interest and repay principal. Those in the
lowest rating categories may involve a substantial risk of default or may
be in default. Changes in economic conditions or developments regarding
the individual issuer are more likely to cause price volatility and weaken
the capacity of such securities to make principal and interest payments
than is the case for higher grade debt securities. An economic downturn
affecting the issuers may result in an increased incidence of default. The
market for lower-rated securities may be thinner and less active than that
for higher-rated securities. LMFA will invest in such securities only when
it concludes that the anticipated return to the Fund on such an investment
warrants exposure to the additional level of risk. A further description
of Moody's and S&P's ratings is included in the Appendix to the Statement
of Additional Information. Although the Fund may invest in lower-rated
debt securities of domestic issuers, it currently intends to limit
investments in lower-rated debt securities to those issued by foreign
corporations, those issued or guaranteed by foreign governmental issuers,
and those issued by domestic corporations but linked to the performance of
such foreign-issue debt. See "Foreign Securities" page 9.
The table below provides a summary of ratings assigned to debt
holdings in Global Government's portfolio. These figures are
dollar-weighted averages of month-end portfolio holdings during the fiscal
year ended December 31, 1995, presented as a percentage of total
investments. These percentages are historical and are not necessarily
indicative of the quality of current or future portfolio holdings, which
may vary.
<TABLE>
<CAPTION>
MOODY'S Aaa/
RATINGS Aa/A Baa Ba B Caa Ca C NR
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Average 68.2% -- 3.5% 5.6% -- -- -- 22.7%
</TABLE>
<TABLE>
<CAPTION>
AAA/ CC/
S&P RATINGS AA/A BBB BB B CCC C D NR
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Average 67.9% 1.4% 5.5% 1.1% -- -- -- 24.1%
</TABLE>
The dollar-weighted average of securities not rated by either Moody's
or S&P amounted to 20.7%. This may include securities rated by other
nationally recognized rating organizations, as well as unrated securities.
Unrated securities are not necessarily lower-quality securities.
15
<PAGE>
U.S. Government Securities
The U.S. government securities in which the Fund may invest include
direct obligations of the U.S. Treasury (such as Treasury bills, notes and
bonds) and obligations issued by U.S. government agencies and
instrumentalities, including securities that are supported by the full
faith and credit of the United States (such as Government National
Mortgage Association ("GNMA") certificates), securities that are supported
by the right of the issuer to borrow from the U.S. Treasury (such as
securities of the Federal Home Loan Banks) and securities supported solely
by the creditworthiness of the issuer (such as Federal National Mortgage
Association ("FNMA") and Federal Home Loan Mortgage Corporation ("FHLMC")
securities).
Mortgage-Related Securities
The Fund may invest in mortgage-related securities. Mortgage-related
securities represent interests in pools of mortgages created by lenders
such as commercial banks, savings and loan institutions, mortgage bankers
and others. Mortgage-related securities may be issued by governmental or
government-related entities or by non-governmental entities such as banks,
savings and loan institutions, private mortgage insurance companies,
mortgage bankers and other secondary market issuers.
Interest in pools of mortgage-related securities differ from other
forms of debt securities which normally provide for periodic payment of
interest in fixed amounts with principal payments at maturity or specified
call dates. In contrast, mortgage-related securities provide monthly
payments which consist of interest and, in most cases, principal. In
effect, these payments are a "pass-through" of the monthly payments made
by the individual borrowers on their residential mortgage loans, net of
any fees paid to the issuer or guarantor of such securities. Additional
payments to holders of mortgage-related securities are caused by
repayments resulting from the sale of the underlying residential property,
refinancing or foreclosure. Some mortgage-related securities entitle the
holders to receive all interest and principal payments owed on the
mortgages in the pool, net of certain fees, regardless of whether or not
the mortgagors actually make the payments.
As prepayment rates of individual pools of mortgage loans vary widely,
it is not possible to predict accurately the average life of a particular
mortgage-related security. Although mortgage-related securities are issued
with stated maturities of up to forty years, unscheduled or early payments
of principal and interest on the underlying mortgages may shorten
considerably the securities' effective maturities. When interest rates are
declining, such prepayments usually increase. On the other hand, a
decrease in the rate of prepayments, resulting from an increase in market
interest rates, among other causes, may extend the effective maturities of
mortgage-related securities, increasing their sensitivity to changes in
market interest rates. The volume of prepayments of principal on a pool of
mortgages underlying a particular mortgage-related security will influence
the yield of that security. Increased prepayment of principal may limit
the Fund's ability to realize the appreciation in the value of such
securities that would otherwise accompany declining interest rates. An
increase in mortgage prepayments could cause the Fund to incur a loss on a
mortgage-related security that was purchased at a premium. In determining
the Fund's average maturity, LMFA must apply certain assumptions and
projections about the maturity and prepayment of mortgage-related
securities; actual prepayment rates may differ.
Mortgage-related securities offered by private issuers include
pass-through securities comprised of pools of conventional residential
mortgage loans; mortgage-backed bonds which are considered to be
obligations of the institution issuing the bonds and are collateralized by
mortgage loans; and bonds and collateralized mortgage obligations ("CMOs")
which are collateralized by mortgage-related securities issued by FHLMC,
FNMA, GNMA or by pools of conventional mortgages.
CMOs are typically structured with two or more classes or series which
have different maturities and are generally retired in sequence. Although
full payoff of each class of bonds is contractually required by a certain
date, any or all classes of obligations may be paid off sooner than
expected because of an increase in the payoff speed of the pool.
Mortgage-related securities created by non-governmental issuers
generally offer a higher rate of interest than government and government-
related securities because there are no direct or indirect government
guarantees of payments in the former securities. However, many issuers or
servicers of mortgage-related securities guarantee timely payment of
interest and principal on such securities. Timely payment of principal may
also be supported by various forms of insurance, including individual
loan, title, pool and hazard policies. There can be no assurance that the
private issuers or insurers will be able to meet their obligations under
the relevant guarantees and insurance policies. Where privately issued
securities are
16
<PAGE>
collateralized by securities issued by FHLMC, FNMA or GNMA, the timely
payment of interest and principal is supported by the government-related
securities collateralizing such obligations.
Some mortgage-related securities will be considered illiquid and will
be subject to the Fund's investment limitation that no more than 15% of
its net assets will be invested in illiquid securities.
Stripped Mortgage-Backed Securities
The Fund may invest in stripped mortgage-backed securities, which are
classes of mortgage-backed securities that receive different proportions
of interest and principal distribution from an underlying pool of mortgage
assets. These securities are more sensitive to changes in prepayment and
interest rates and the market for them is less liquid than is the case for
traditional mortgage-backed and other debt securities. A common type of
stripped mortgage-backed security will have one class receiving some of
the interest and most of the principal from the mortgage assets, while the
other class will receive most of the interest and the remainder of the
principal. In the most extreme case, one class will receive all of the
interest (the interest only or "IO" class), while the other class will
receive all of the principal (the principal only or "PO" class). The yield
to maturity of an IO class is extremely sensitive not only to changes in
prevailing interest rates but also to the rate of principal payments
(including prepayments) on the related underlying mortgage assets. If the
Fund purchases an IO and the underlying principal is repaid faster than
expected, the Fund will recoup less than the purchase price of the IO,
even one that is highly rated. Extensions of maturity resulting from
increases of market interest rates may have an especially pronounced
effect on POs. Most IOs and POs are regarded as illiquid and will be
included in the Fund's 15% limit on illiquid securities. U.S.
government-issued IOs and POs backed by fixed-rate mortgages may be deemed
liquid by LMFA, following guidelines and standards established by the
Corporation's Board of Directors.
Asset-Backed Securities
Asset-backed securities are securities that represent direct or
indirect participations in, or are secured by and payable from, assets
such as motor vehicle installment sales contracts, installment loan
contracts, leases of various types of real and personal property and
receivables from revolving credit (credit card) agreements. Such assets
are securitized through the use of trusts and special purpose
corporations. Payments or distributions of principal and interest on
asset-backed securities may be supported by credit enhancements, such as
various forms of cash collateral accounts or letters of credit. Like
mortgage-related securities, asset-backed securities are subject to the
risk of prepayment. The risk that recovery on repossessed collateral might
be unavailable or inadequate to support payments on asset-backed
securities, however, is greater than in the case of mortgage-backed
securities.
Loans and Loan Participations
The Fund may purchase loans and participation interests in loans
originally made by banks and other lenders to governmental borrowers. Many
such interests are not rated by any rating agency and may involve
borrowers considered to be poor credit risks. The Fund's interests in
these loans may not be secured, and the Fund will be exposed to a risk of
loss if the borrower defaults. Many such interests will be illiquid and
therefore subject to the Fund's 15% limit on illiquid investments.
In purchasing a loan participation, the Fund may have less protection
under the federal securities laws than it has in purchasing traditional
types of securities. The Fund's ability to assert its rights against the
borrower will also depend on the particular terms of the loan agreement
among the parties.
Commercial Paper and Other Short-Term Instruments
Commercial paper represents short-term unsecured promissory notes
issued in bearer form by banks or bank holding companies, corporations and
finance companies.
The Fund may purchase commercial paper issued pursuant to the private
placement exemption in Section 4(2) of the Securities Act of 1933. Section
4(2) paper is restricted as to disposition under the federal securities
laws in that any resale must similarly be made in an exempt transaction.
The Fund may or may not regard such securities as illiquid, depending on
the circumstances of each case. See "Restricted and Illiquid Securities,"
page [ ].
The Fund may also invest in obligations (including certificates of
deposit, demand and time deposits and bankers' acceptances) of U.S. banks
and savings and loan institutions if the issuer has total assets in excess
of $1 billion at the time of purchase or if the principal amount of the
instrument is insured by the Federal Deposit Insurance Corporation. A
bankers' acceptance is a time draft
17
<PAGE>
drawn on a commercial bank by a borrower, usually in connection with an
international commercial transaction. Time deposits are non-negotiable
deposits maintained in a banking institution for a specified period of
time at a specified interest rate. Certificates of deposit are negotiable
short-term obligations issued by banks against funds deposited in the
issuing institution. The interest rate on some certificates of deposit is
periodically adjusted prior to the stated maturity, based upon a specified
market rate. While domestic bank deposits are insured by an agency of the
U. S. Government, the Fund will generally assume positions considerably in
excess of the insurance limits.
Preferred Stock
The Fund may purchase preferred stock as a substitute for debt
securities of the same issuer when, in the opinion of LMFA, the preferred
stock is more attractively priced in light of the risks involved.
Preferred stock pays dividends at a specified rate and generally has
preference over common stock in the payment of dividends and the
liquidation of the issuer's assets but is junior to the debt securities of
the issuer in those same respects. Unlike interest payments on debt
securities, dividends on preferred stock are generally payable at the
discretion of the issuer's board of directors. Preferred shareholders may
have certain rights if dividends are not paid, but do not generally have a
legal right to demand payment. Shareholders may suffer a loss of value if
dividends are not paid. The market prices of preferred stocks are subject
to changes in interest rates and are more sensitive to changes in the
issuer's creditworthiness than are the prices of debt securities. Under
ordinary circumstances, preferred stock does not carry voting rights.
Convertible Securities
A convertible security is a bond, debenture, note, preferred stock or
other security that may be converted into or exchanged for a prescribed
amount of common stock of the same or a different issuer within a
particular period of time at a specified price or formula. A convertible
security entitles the holder to receive interest paid or accrued on debt
or the dividend paid on preferred stock until the convertible security
matures or is redeemed, converted or exchanged. Before conversion,
convertible securities ordinarily provide a stream of income with
generally higher yields than those of common stocks of the same or similar
issuers, but lower than the yield on non-convertible debt. Convertible
securities are usually subordinated to comparable-tier non-convertible
securities but rank senior to common stock in a corporation's capital
structure.
The value of a convertible security is a function of (1) its yield in
comparison with the yields of other securities of comparable maturity and
quality that do not have a conversion privilege and (2) its worth, at
market value, if converted into the underlying common stock. Convertible
securities are typically issued by smaller capitalized companies whose
stock prices may be volatile. The price of a convertible security often
reflects such variations in the price of the underlying common stock in a
way that non-convertible debt does not. The Fund has no current intention
of converting any convertible securities it may own into equity or holding
them as equity upon conversion, although it may do so for temporary
purposes. A convertible security may be subject to redemption at the
option of the issuer at a price established in the convertible security's
governing instrument. If a convertible security held by the Fund is called
for redemption, the Fund will be required to convert it into the
underlying common stock, sell it to a third party or permit the issuer to
redeem the security. Any of these actions could have an adverse effect on
the Fund's ability to achieve its investment objective.
Variable and Floating Rate Securities
The Fund may invest in variable and floating rate securities. These
securities provide for periodic adjustment in the interest rate paid on
the obligations. LMFA believes that the variable or floating rate of
interest paid on these securities may reduce the wide fluctuations in
market value typical of fixed-rate, long-term securities. The yield
available on floating rate securities is typically less than that on
fixed-rate notes of similar maturity issued by the same company. The rates
of some securities vary according to a formula based on one or more
interest rates, and some vary inversely with changes in the underlying
rates. The value of these securities can be very volatile when market
rates change.
Zero Coupon and Pay-In-Kind Bonds
A zero coupon bond is a security that makes no fixed interest payments
but instead is sold at a deep discount from its face value. The bond is
redeemed at its face value on the specified maturity date. Zero coupon
bonds may be issued as such, or they may be created by a broker who strips
the coupons from a bond and separately
18
<PAGE>
sells the rights to receive principal and interest. Pay-in-kind securities
pay interest in the form of additional securities, thereby adding
additional debt to the issuer's balance sheet. The prices of both types of
bonds fluctuate more in response to changes in market interest rates than
do the prices of debt securities with similar maturities that pay interest
in cash.
An investor in zero coupon or pay-in-kind bonds generally accrues
income on such securities prior to the receipt of cash payments. Since the
Fund must distribute substantially all of its income to its shareholders
to qualify for pass-through treatment under the federal income tax laws,
the Fund, as an investor in such bonds, may have to dispose of other
securities to generate the cash necessary for the distribution of income
attributable to its zero coupon or pay-in-kind bonds. Such disposal could
occur at a time which would be disadvantageous to the Fund and when the
Fund would not otherwise choose to dispose of the assets.
Reverse Repurchase Agreements and Other Borrowing
In a reverse repurchase agreement, the Fund temporarily transfers
possession of a portfolio instrument to another person, such as a
financial institution or broker-dealer, in return for cash and agrees to
repurchase the instrument at an agreed upon time (normally within seven
days) and price, including interest payment. The Fund may also enter into
dollar rolls, in which the Fund sells a fixed income security for delivery
in the current month and simultaneously contracts to repurchase
substantially similar (same type, coupon and maturity) securities on a
specified future date. During the roll period, the Fund would forego
principal and interest paid on such securities. The Fund would be
compensated by the difference between the current sales price and the
forward price for the future purchase, as well as by the interest earned
on the proceeds of the initial sale.
The Fund may engage in reverse repurchase agreements, dollar rolls and
other borrowing as a means of raising cash to satisfy redemption requests
or for other temporary or emergency purposes without selling portfolio
instruments.
To avoid potential leveraging effects of borrowing (including reverse
repurchase agreements and dollar rolls), the Fund will not purchase
securities while such borrowing is in excess of 5% of its total assets.
The Fund will limit its borrowing to no more than one-third of its total
assets.
When-Issued Securities and Standby Commitments
The Fund may enter into commitments to purchase U. S. government
securities or other securities on a when-issued basis. Such securities are
often the most efficiently priced and have the best liquidity in the bond
market. When the Fund purchases securities on a when-issued basis, it
assumes the risks of ownership at the time of purchase, not at the time of
receipt. However, the Fund does not have to pay for the obligations until
they are delivered to it. This is normally seven to 15 days later, but
could be considerably longer in the case of some mortgage-backed
securities. Use of this practice would have a leveraging effect on the
Fund. The Fund does not expect that its commitment to purchase when-issued
securities will at any time exceed, in the aggregate, 20% of its total
assets.
Issuance of securities purchased on a when-and if-issued basis depends
on the occurrence of an event. If the anticipated event does not occur,
the securities are not issued. The characteristics and risks of
when-and-if-issued securities are similar to those involved in writing put
options.
To meet its payment obligation, the Fund will establish a segregated
account with its custodian and maintain cash or liquid high-grade debt
obligations, in an amount at least equal in value to the Fund's
commitments to purchase when- and if-issued securities.
Indexed Securities
The Fund may purchase various fixed income and debt securities whose
principal value or rate of return is linked or indexed to relative
exchange rates among two or more currencies or linked to commodities
prices or other financial indicators. Such securities may be more volatile
than the underlying instruments, resulting in a leveraging effect on the
Fund.
The value of such securities may fluctuate in response to changes in
the index, market conditions, and the creditworthiness of the issuer.
These securities may vary directly or inversely with the underlying
investments.
Capital Appreciation and Risk
The market value of fixed income and other debt securities is
partially a function of changes in the current level of interest rates. An
increase in interest rates generally reduces the market value of existing
fixed income and other debt securities, while a decline in interest rates
generally increases the market value of such securities. The longer the
maturity, the more pronounced is the rise or decline in the security's
price. When interest rates
19
<PAGE>
are falling, a fund with a shorter maturity generally will not generate as
high a level of total return as a fund with a longer maturity. Conversely,
when interest rates are rising, a fund with a shorter maturity will
generally outperform longer maturity portfolios. When interest rates are
flat, shorter duration portfolios generally will not generate as high a
level of total return as longer maturity portfolios (assuming that
long-term interest rates are higher than short-term rates, which is
commonly the case).
Changes in the creditworthiness, or the market's perception of the
creditworthiness, of the issuers of fixed income and other debt securities
will also affect their prices.
A debt security may be callable, i.e., subject to redemption at the
option of the issuer, at a price established in the security's governing
instrument. If a debt security held by the Fund is called for redemption,
the Fund will be required to permit the issuer to redeem the security or
sell it to a third party. Either of these actions could have an adverse
effect on the Fund's ability to achieve its investment objective.
FOR EACH FUND:
PORTFOLIO TURNOVER
For the year ended December 31, 1995, Global Government's portfolio
turnover rate was 169.5%. For the period February 17, 1995 (commencement
of operations) to December 31, 1995, International Equity's annualized
portfolio turnover rate was 57.6%. Global Government, International Equity
and Emerging Markets each anticipates that in the future its portfolio
turnover rate will not exceed 250%, 100% and 150%, respectively. Global
Government may sell fixed-income securities and buy similar securities to
obtain yield and take advantage of market anomalies, a practice which will
increase the reported turnover rate of that Fund. The portfolio turnover
rate is computed by dividing the lesser of purchases or sales of
securities for the period by the average value of portfolio securities for
that period. Short-term securities are excluded from the calculation. High
portfolio turnover rates (100% or more) will involve correspondingly
greater transaction costs which will be borne directly by that Fund. It
may also increase the amount of short-term capital gains, if any, realized
by a Fund and will affect the tax treatment of distributions paid to
shareholders because distributions of net short-term capital gains are
taxable as ordinary income. Each Fund will take these possibilities into
account as part of its investment strategy.
HOW TO PURCHASE AND REDEEM SHARES
Institutional Clients of Fairfield Group, Inc. may purchase Navigator
Shares from Fairfield, the principal offices of which are located at 200
Gibraltar Road, Horsham, Pennsylvania 19044. Other investors eligible to
purchase Navigator Shares may purchase them through a brokerage account
with Legg Mason. (Legg Mason and Fairfield are wholly owned subsidiaries
of Legg Mason, Inc., a financial services holding company.)
PURCHASE OF SHARES
The minimum investment is $50,000 for the initial purchase of
Navigator Shares of each Fund and $100 for each subsequent investment.
Each Fund may change these minimum amounts at its discretion.
Institutional Clients may set different minimums for their Customers'
investments in accounts invested in Navigator Shares.
Share purchases will be processed at the net asset value next
determined after Legg Mason or Fairfield has received your order; payment
must be made within three business days to the selling organization.
Orders received by Legg Mason or Fairfield before the close of regular
trading on the New York Stock Exchange ("Exchange") (normally 4:00 p.m.
Eastern time) ("close of the Exchange") on any day the Exchange is open
will be executed at the net asset value determined as of the close of the
Exchange on that day. Orders received by Legg Mason or Fairfield after the
close of the Exchange or on days the Exchange is closed will be executed
at the net asset value determined as of the close of the Exchange on the
next day the Exchange is open. See "How Net Asset Value is Determined" on
page 20.
Each Fund reserves the right to reject any order for its shares, to
suspend the offering of shares for a period of time, or to waive any
minimum investment requirements.
In fact, Emerging Markets initially will offer its shares during a
period scheduled to end at the close of business on May 29, 1996. The Fund
will most likely begin offering its shares again during the latter part of
1996. The Fund will not engage in a continuous offering of its shares
between these two periods.
In addition to Institutional Clients purchasing shares directly from
Fairfield, Navigator Shares may be purchased through procedures
established by Fairfield in connection with requirements of Customer
Accounts of various Institutional Clients.
Clients of certain institutions that maintain omnibus accounts with
the Funds' transfer agent may obtain shares through those institutions.
Such institutions may receive payments from the Funds'
20
<PAGE>
distributor for account servicing, and may receive payments from their
clients for other services performed. Investors can purchase Fund shares
from Legg Mason without receiving or paying for such other services.
No sales charge is imposed by any of the Funds in connection with the
purchase of Navigator Shares. Depending upon the terms of a particular
Customer Account, however, Institutional Clients may charge their
Customers fees for automatic investment and other cash management services
provided in connection with investments in a Fund. Information concerning
these services and any applicable charges will be provided by the
Institutional Clients. This Prospectus should be read by Customers in
connection with any such information received from the Institutional
Clients. Any such fees, charges or other requirements imposed by an
Institutional Client upon its Customers will be in addition to the fees
and requirements described in this Prospectus.
REDEMPTION OF SHARES
Shares may ordinarily be redeemed by a shareholder via telephone, in
accordance with the procedures described below. However, Customers of
Institutional Clients wishing to redeem shares held in Customer Accounts
at the Institution may redeem only in accordance with instructions and
limitations pertaining to their Account at the Institution.
Fairfield clients can make telephone redemption requests by calling
Fairfield at 1-800-441-3885. Legg Mason clients should call their
investment executives at 1-800-822-5544. Callers should have available the
number of shares (or dollar amount) to be redeemed and their account
number.
Orders for redemption received by Legg Mason or Fairfield before the
close of the Exchange on any day when the Exchange is open will be
transmitted to Boston Financial Data Services ("BFDS"), transfer agent for
the Funds, for redemption at the net asset value per share determined as
of the close of the Exchange on that day. Requests for redemption received
by Legg Mason or Fairfield after the close of the Exchange will be
executed at the net asset value determined as of the close of the Exchange
on its next trading day. A redemption request received by Legg Mason or
Fairfield may be treated as a request for repurchase and, if it is
accepted by Legg Mason, your shares will be purchased at the net asset
value per share determined as of the next close of the Exchange.
Shareholders may have their telephone redemption requests paid by a
direct wire to a domestic commercial bank account previously designated by
the shareholder, or mailed to the name and address in which the
shareholder's account is registered with the respective Fund. Such
payments will normally be transmitted on the next business day following
receipt of a valid request for redemption. However, each Fund reserves the
right to take longer (up to seven days in some cases) to make payment upon
redemption if, in the judgment of a Fund's adviser, the respective Fund
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.)
The proceeds of redemption or repurchase may be more or less than the
original cost. If the shares to be redeemed or repurchased were paid for
by check (including certified or cashier's checks) within 15 business days
of the redemption or repurchase request, the proceeds may not be disbursed
unless that Fund can be reasonably assured that the check has been
collected.
Emerging Markets' investment objective results in it investing a
substantial portion of its assets in thinly traded stock which can
experience large price fluctuations and whose purchase and sale can
involve significant transaction costs. The Fund is intended for long-term
investors, and short-term "market timers" who engage in frequent purchases
and redemptions affect the Fund's investment planning and create
additional transaction costs which are borne by all shareholders. For this
reason, the Fund imposes a 2% redemption fee on all redemptions, including
exchanges, of Fund shares held for less than one year.
The redemption fee will be paid directly to the Fund to help offset
the costs imposed on it by short-term trading in emerging markets. The fee
will not be paid to either LMFA or Legg Mason. No fees are charged on
redemptions from Global Government or International Equity.
The fee will not apply to any shares purchased through reinvestment of
dividends or to shares held in retirement plans such as 401(k), 403(b),
457, Keogh, SEP-IRA, profit sharing, and money purchase pension accounts.
The fee does apply to shares held in IRA accounts. The fee may apply to
shares in broker omnibus accounts.
The Fund will use the "first-in, first-out" (FIFO) method to determine
the one year holding period. Under this method, the date of redemption or
exchange will be compared with the earliest purchase date of shares held
in the account. If this
21
<PAGE>
holding period is less than one year, the redemption fee will be assessed.
The Funds will not be responsible for the authenticity of redemption
instructions received by telephone, provided they follow reasonable
procedures to identify the caller. The Funds may request identifying
information from callers or employ identification numbers. A Fund 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 investment executive for further
instructions.
Because of the relatively high cost of maintaining small accounts,
each Fund may elect to close any account with a current value of less than
$500 by redeeming all of the shares in the account and mailing the
proceeds to the investor. However, the Funds will not redeem accounts that
fall below $500 solely as a result of a reduction in net asset value per
share. If a Fund elects to redeem the shares in an account, the
shareholder will be notified that the account is below $500 and will be
allowed 60 days in which to make an additional investment in order to
avoid having the account closed.
HOW SHAREHOLDER ACCOUNTS ARE MAINTAINED
A shareholder account is established automatically for each
shareholder. Any shares the shareholder purchases or receives as a
dividend or other distribution will be credited directly to the account at
the time of purchase or receipt. No certificates are issued unless the
shareholder specifically requests them in writing. Shareholders who elect
to receive certificates can redeem their shares only by mail. Certificates
will be issued in full shares only. No certificates will be issued for
shares of any Fund prior to 15 business days after purchase of such shares
by check unless that Fund can be reasonably assured during that period
that payment for the purchase of such shares has been collected. Fund
shares may not be held in, or transferred to, an account with any
brokerage firm other than Fairfield, Legg Mason or their affiliates.
Every shareholder of record will receive a confirmation of each new
share transaction with a Fund, which will also show the total number of
shares being held in safekeeping by the Fund's transfer agent for the
account of the shareholder.
Navigator Shares sold to Institutional Clients acting in a fiduciary,
advisory, custodial, or other similar capacity on behalf of persons
maintaining Customer Accounts at Institutional Clients will normally be
held of record by the Institutional Clients. Therefore, in the context of
Institutional Clients, references in this Prospectus to shareholders mean
the Institutional Clients rather than their Customers. Institutional
Clients purchasing or holding Navigator Shares on behalf of their
customers are responsible for the transmission of purchase and redemption
orders (and the delivery of funds) to each Fund on a timely basis.
HOW NET ASSET VALUE IS DETERMINED
Net asset value per Navigator Share of each Fund is determined daily
as of the close of the Exchange, on every day that the Exchange is open,
by subtracting the liabilities attributable to Navigator Shares from the
total assets attributable to such shares and dividing the result by the
number of Navigator Shares outstanding. Each Fund's securities are valued
on the basis of market quotations or, lacking such quotations, at fair
value as determined under the guidance of the Board of Directors.
Securities for which market quotations are readily available are valued at
the last sale price of the day for a comparable position, or, in the
absence of any such sales, the last available bid price for a comparable
position. Where a security is traded on more than one market, which may
include foreign markets, the securities are generally valued on the market
considered by each Fund's adviser to be the primary market. Securities
with remaining maturities of 60 days or less are valued at amortized cost.
Each Fund will value its foreign securities in U.S. dollars on the basis
of the then-prevailing exchange rates.
Most securities held by Global Government are valued on the basis of
valuations furnished by a pricing service which utilizes both
dealer-supplied valuations and electronic data processing techniques which
take into account appropriate factors such as institutional-size trading
in similar groups of securities, yield, quality, coupon rate, maturity,
type of issue, trading characteristics and other data.
DIVIDENDS AND OTHER DISTRIBUTIONS
Dividends from net investment income are declared and paid monthly for
Global Government and are declared and paid annually for International
Equity and Emerging Markets. Shareholders begin to earn dividends on their
Global Government shares as of settlement date, which is normally the
third business day after their orders are placed with their investment
executive. Dividends
22
<PAGE>
from net short-term capital gain and distributions of substantially all
net capital gain (the excess of net long-term capital gain over net
short-term capital loss), and any net gain from foreign currency
transactions, generally are declared and paid after the end of the taxable
year in which the gain is realized. A second distribution of net capital
gain may be necessary in some years to avoid imposition of the excise tax
described under the heading "Additional Tax Information" in the Statement
of Additional Information. Shareholders may elect to:
1. Receive both dividends and other distributions in Navigator Shares
of the distributing Fund;
2. Receive dividends in cash and other distributions in Navigator
Shares of the distributing Fund;
3. Receive dividends in Navigator Shares of the distributing Fund and
other distributions in cash; or
4. Receive both dividends and other distributions in cash.
In certain cases, shareholders may reinvest dividends and other
distributions in the corresponding class of shares of another Navigator
fund. Please contact an investment executive for additional information
about this option. Qualified retirement plans that obtained Navigator
Shares through exchange generally receive dividends and other
distributions in additional shares.
If no election is made, both dividends and other distributions are
credited to the Institutional Client's account in Navigator Shares of the
distributing Fund at the net asset value of the shares determined as of
the close of the Exchange on the reinvestment date. Shares received
pursuant to any of the first three (reinvestment) elections above also
will be credited to the account at that net asset value. If an investor
elects to receive dividends or other distributions in cash, a check will
be sent. Investors purchasing through Fairfield may elect at any time to
change the distribution option by notifying the applicable Fund in writing
at: [insert complete Fund name], c/o Fairfield Group, Inc., 200 Gibraltar
Road, Horsham, Pennsylvania 19044. Those purchasing through Legg Mason
should write to: [insert complete Fund name], c/o Legg Mason Funds
Processing, P.O. Box 1476, Baltimore, Maryland, 21203-1476. An election
must be received at least 10 days before the record date in order to be
effective for dividends and other distributions paid to shareholders as of
that date.
TAXES
Each Fund intends to qualify or 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 and net gains from certain foreign currency
transactions) and net capital gain that is distributed to its
shareholders.
Dividends from a Fund's investment company taxable income (whether
paid in cash or reinvested in Navigator Shares) are taxable to its
shareholders (other than qualified retirement plans) as ordinary income to
the extent of that Fund's earnings and profits. Distributions of a Fund's
net capital gain (whether paid in cash or reinvested in Navigator Shares),
when designated as such, are taxable to those shareholders as long-term
capital gain, regardless of how long they have held their Fund shares.
The Funds send each shareholder a notice following the end of each
calendar year specifying the amounts of all dividends and other
distributions paid (or deemed paid) during that year. Each Fund is
required to withhold 31% of all dividends, capital gain distributions and
redemption proceeds payable to any individuals and certain other
noncorporate shareholders who do not provide that Fund with a certified
taxpayer identification number. Each Fund also is required to withhold 31%
of all dividends and other distributions payable to such shareholders who
otherwise are subject to backup withholding.
A redemption of Fund shares may result in taxable gain or loss to the
redeeming shareholder, depending on whether the redemption proceeds are
more or less than the shareholder's adjusted basis for the redeemed
shares. An exchange of Fund shares for shares of another Legg Mason fund
will generally have similar tax consequences. If Fund shares are purchased
within 30 days before or after redeeming other shares of the same Fund
(regardless of class) at a loss, all or part of that loss will not be
deductible and instead will increase the basis of the newly purchased
shares.
Each Fund's dividend and interest income, and gains realized from
disposition of foreign securities, may be subject to income, withholding
or other taxes imposed by foreign countries and U.S. possessions that
would reduce the yield on that Fund's securities. Tax conventions between
certain countries and the United States may reduce or eliminate these
foreign taxes, however, and many foreign countries do not impose taxes on
23
<PAGE>
capital gains in respect of investments by foreign investors.
A dividend or other distribution paid shortly after shares have been
purchased, although in effect a return of investment, is subject to
federal income tax. Accordingly, an investor should recognize that a
purchase of Fund shares immediately prior to the record date for a
dividend or capital gain distribution could cause the investor to incur
tax liabilities and should not be made solely for the purpose of receiving
the dividend or other distribution.
If more than 50% of the value of International Equity's or Emerging
Markets' total assets at the close of any taxable year consists of
securities of foreign corporations, the Fund may file an election with the
Internal Revenue Service that will enable its shareholders, in effect, to
receive the benefit of the foreign tax credit with respect to any foreign
and U.S. possessions' income taxes paid by it. Pursuant to any such
election, such Fund would treat those taxes as dividends paid to its
shareholders, and each shareholder would be required to (1) include in
gross income, and treat as paid by the shareholder, the shareholder's
proportionate share of those taxes, (2) treat the shareholder's share of
those taxes and of any dividend paid by the Fund that represents income
from foreign or U.S. possessions' sources as the shareholder's own income
from those sources, and (3) either deduct the taxes deemed paid by the
shareholder in computing the shareholder's taxable income, or alternately,
use the foregoing information in calculating the foreign tax credit
against the shareholder's federal income tax. Each of the Funds will
report to its shareholders shortly after each taxable year their
respective shares of the Fund's income from sources within, and taxes paid
to, foreign countries and U.S. possessions if it makes this election.
The foregoing is only a summary of some of the important federal tax
considerations generally affecting each Fund and its shareholders; see the
Statement of Additional Information for a further discussion. In addition
to those considerations, which are applicable to any investment in the
Funds, there may be other federal, state, local or foreign tax
considerations applicable to a particular investor. Prospective
shareholders are urged to consult their tax advisers with respect to the
effects of this investment on their own tax situations.
SHAREHOLDER SERVICES
CONFIRMATIONS AND REPORTS
Confirmations for each purchase and redemption transaction (except a
reinvestment of dividends or capital gain distributions) of Navigator
Shares made by Institutional Clients acting in a fiduciary, advisory,
custodial, or other similar capacity on behalf of persons maintaining
Customer Accounts at Institutional Clients will be sent to the
Institutional Client by the transfer agent. Beneficial ownership of shares
by Customer Accounts will be recorded by the Institutional Client and
reflected in the regular account statements provided by them to their
Customers.
Reports will be sent to each Fund's shareholders at least semiannually
showing its portfolio and other information; the annual report for each
Fund will contain financial statements audited by the Corporation's
independent accountants.
Shareholder inquiries should be addressed to: [insert complete Fund
name], c/o Legg Mason Funds Processing, P.O. Box 1476, Baltimore, Maryland
21203-1476 or c/o Fairfield Group Inc., 200 Gibraltar Road, Horsham,
Pennsylvania 19044.
EXCHANGE PRIVILEGE
Holders of Navigator Shares are entitled to exchange them for
Navigator Shares of the following funds, provided the shares to be
acquired are eligible for sale under applicable state securities laws:
Navigator Money Market Fund, Inc. -- Prime Obligations Portfolio
A money market fund seeking to provide as high a level of current
interest income as is consistent with liquidity and relative stability of
principal.
Navigator Tax-Free Money Market Fund, Inc. -- Navigator Tax-Free Money
Market Fund
A money market fund seeking to provide its shareholders with as high a
level of current interest income that is exempt from federal income taxes
as is consistent with liquidity and relative stability of principal.
Navigator Value Trust
A mutual fund seeking long-term growth of capital.
Navigator Special Investment Trust
A mutual fund seeking capital appreciation by investing principally in
issuers with market capitalizations of less than $2.5 billion.
24
<PAGE>
Navigator Total Return Trust
A mutual fund seeking capital appreciation and current income in order
to achieve an attractive total investment return consistent with
reasonable risk.
Navigator American Leading Companies Trust
A mutual fund seeking long-term capital appreciation and current
income consistent with prudent investment risk.
Navigator International Equity Trust
A mutual fund seeking maximum long-term total return, by investing
primarily in common stocks of companies located in at least three
different countries other than the United States.
Navigator Emerging Markets Trust
A mutual fund seeking long-term capital appreciation by investing
primarily in equity securities of companies based in or doing business in
emerging market companies.
Navigator Global Government Trust
A mutual fund seeking capital appreciation and current income by
investing principally in debt securities issued or guaranteed by foreign
governments, the U.S. Government, their agencies, instrumentalities and
political subdivisions.
Navigator U.S. Government Intermediate-Term Portfolio
A mutual fund seeking high current income consistent with prudent
investment risk and liquidity needs, primarily by investing in debt
obligations issued or guaranteed by the U.S. Government, its agencies or
instrumentalities, while maintaining an average dollar-weighted maturity
of between three and ten years.
Navigator Investment Grade Income Portfolio
A mutual fund seeking a high level of current income, through
investment in a diversified portfolio consisting primarily of investment
grade debt securities.
Navigator High Yield Portfolio
A mutual fund primarily seeking a high level of current income and
secondarily, capital appreciation, by investing principally in
lower-rated, fixed-income securities.
Navigator Maryland Tax-Free Income Trust
A tax-exempt municipal bond fund seeking 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.
Navigator Pennsylvania Tax-Free Income Trust
A tax-exempt municipal bond fund seeking a high level of current
income exempt from federal income tax and Pennsylvania personal income
tax, consistent with prudent investment risk and preservation of capital.
Navigator Tax-Free Intermediate-Term Income Trust
A tax-exempt municipal bond fund seeking a high level of current
income exempt from federal income tax, consistent with prudent investment
risk.
Legg Mason Cash Reserve Trust
A money market fund seeking stability of principal and current income
consistent with stability of principal.
Investments by exchange into the other Navigator funds are made at the
per share net asset value determined on the same business day as
redemption of the Fund shares you wish to exchange. To obtain further
information concerning the exchange privilege and prospectuses of other
Navigator funds, or to make an exchange, please contact your investment
executive. To effect an exchange by telephone, please call your investment
executive with the information described in the section "How to Purchase
and Redeem Shares," page [ ]. The other factors relating to telephone
redemptions described in that section apply also to telephone exchanges.
Please read the prospectus for the other fund(s) carefully before you
invest by exchange. Each Fund reserves the right to modify or terminate
the exchange privilege upon 60 days' notice to shareholders.
There is no assurance that the money market funds will be able to
maintain a $1.00 share price. None of the funds is insured or guaranteed
by the U.S. Government.
Emerging Markets imposes a 2% redemption fee on exchanges of shares
held less than one year. See page [ ].
THE FUNDS' MANAGEMENT AND INVESTMENT ADVISERS
BOARD OF DIRECTORS
The business and affairs of each Fund are managed under the direction
of the Corporation's Board of Directors.
LEGG MASON FUND ADVISER
Pursuant to separate management or advisory agreements with each Fund
(each a "Management Agreement" or "Advisory Agreement"), which were
approved by the Corporation's Board of Directors, Legg Mason Fund Adviser,
Inc., a wholly owned subsidiary of Legg Mason, Inc.,
25
<PAGE>
serves as investment adviser to Global Government and manager to
International Equity and Emerging Markets. LMFA administers and acts as
the portfolio manager for Global Government and is responsible for the
actual investment management of the Fund, including the responsibility for
making decisions and placing orders to buy, sell or hold a particular
security. As manager, LMFA manages the non-investment affairs of
International Equity and Emerging Markets, directs all matters related to
the operation of those Funds and provides office space and administrative
staff for the Funds. Pursuant to its Advisory Agreement or Management
Agreement, Global Government and International Equity each pays LMFA a fee
equal to an annual rate of 0.75% and Emerging Markets pays a fee at an
annual rate equal to 1.00% of its average daily net assets. Each Fund pays
all its other expenses which are not assumed by LMFA.
LMFA acts as manager, investment adviser or investment consultant to
sixteen investment company portfolios which had aggregate assets under
management of over $ billion as of March 31, 1996. LMFA's address is 111
South Calvert Street, Baltimore, Maryland 21202. LMFA has agreed that it
will continue to reimburse fees and/or assume other expenses to the extent
Global Government's expenses relating to Navigator Shares (exclusive of
taxes, interest, brokerage and extraordinary expenses) exceed during any
month an annual rate of 1.15% of the Fund's average daily net assets
indefinitely. These agreements are voluntary and may or may not be renewed
by LMFA.
Keith J. Gardner has been primarily responsible for the day-to-day
management of Global Government since its inception. Mr. Gardner has been
Vice President of Legg Mason since November, 1992 and Senior Portfolio
Manager at Western Asset Management Company since December, 1994. From
1985 to 1992, he served as Vice President, bond trader and portfolio
manager for both U.S. and global portfolios at T. Rowe Price Associates,
Inc.
WESTERN ASSET MANAGEMENT COMPANY
Western Asset Management Company ("Western Asset"), another wholly
owned subsidiary of Legg Mason, Inc., serves as investment sub-adviser to
Global Government pursuant to the terms of a sub-advisory agreement with
LMFA dated May 1, 1995. Western Asset is responsible for providing LMFA
with research and analysis on domestic and foreign fixed-income
securities, and consulting with LMFA on portfolio strategy. For these
services, LMFA (not the Fund) pays Western Asset a fee, computed daily and
payable monthly, at an annual rate equal to 53 1/3% of the fee received by
LMFA, or 0.40% of the Fund's average daily net assets.
Western Asset also renders investment advice to sixteen open-end
investment companies and one closed-end investment company, which together
had aggregate assets under management of approximately $ billion as of
March 31, 1996. The Adviser also renders investment advice to private
accounts with fixed income assets under management of approximately $
billion as of that date. The address of Western Asset is 117 East Colorado
Boulevard, Pasadena, California 91105.
Western Asset has managed fixed income portfolios continuously since
its founding in 1971, and has focused exclusively on such accounts since
1984.
BATTERYMARCH FINANCIAL MANAGEMENT, INC.
Pursuant to advisory agreements with LMFA (each an "Advisory
Agreement"), which were approved by the Corporation's Board of Directors,
Batterymarch, a wholly owned subsidiary of Legg Mason, Inc., serves as
investment adviser to International Equity and Emerging Markets.
Batterymarch acts as the portfolio manager for each Fund and is
responsible for the actual investment management of the Funds, including
the responsibility for making decisions and placing orders to buy, sell or
hold a particular security. LMFA pays Batterymarch, pursuant to each
Advisory Agreement, a management fee equal to an annual rate of 0.50% of
International Equity's and 0.75% of Emerging Markets average daily net
assets. LMFA and Batterymarch have voluntarily agreed to waive their fees
and to reimburse each Fund for its expenses to the extent necessary to
limit each Fund's total operating expenses attributable to Navigator
Shares (exclusive of taxes, interest, brokerage and extraordinary
expenses) to 1.25% of International Equity's and 1.50% of Emerging Markets
average daily net assets. This agreement will expire on December 31, 1996,
unless extended by LMFA or Batterymarch.
Batterymarch acts as investment adviser to institutional accounts,
such as corporate pension plans, mutual funds and endowment funds, as well
as to individual investors. Total assets under management by Batterymarch
were approximately $4.1 billion as of April 1, 1996. The address of
Batterymarch is 200 Clarendon Street, Boston, Massachusetts 02116.
An investment committee is responsible for the day-to-day management
of International Equity and Emerging Markets.
26
<PAGE>
THE FUNDS' DISTRIBUTOR
Legg Mason is the distributor of each Fund's shares pursuant to a
separate Underwriting Agreement with each Fund. The Underwriting Agreement
obligates Legg Mason to pay certain expenses in connection with the
offering of shares of the Funds, including any compensation to its
investment executives, 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 each Fund's
expense, and for any supplementary sales literature and advertising costs.
Legg Mason also receives a fee from BFDS for assisting it with its
transfer agent and shareholder servicing functions.
The Funds may use Legg Mason, among others, as broker for agency
transactions in listed and over-the-counter securities at commission rates
and under circumstances consistent with the policy of best execution.
Fairfield Group, Inc., a wholly owned subsidiary of Legg Mason, Inc.,
is a registered broker-dealer with principal offices located at 200
Gibraltar Road, Horsham, Pennsylvania 19044. Fairfield sells Navigator
Shares pursuant to a Dealer Agreement with the Funds' distributor, Legg
Mason. Neither Fairfield nor Legg Mason receives compensation from the
Fund for selling Navigator Shares.
The Chairman, President and Treasurer of the Corporation are employed
by Legg Mason.
THE FUNDS' CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company, P.O. Box 1713, Boston,
Massachusetts 02105, is custodian for the securities and cash of each
Fund. Boston Financial Data Services, P.O. Box 953, Boston, Massachusetts
02103, serves as transfer agent for Fund shares and dividend-disbursing
agent for each Fund.
Pursuant to rules adopted under Section 17(f) of the 1940 Act, each
Fund may maintain foreign securities and cash in the custody of certain
eligible foreign banks and securities depositories. Selection of these
foreign custodial institutions is made by the Board of Directors in
accordance with SEC rules. The Board of Directors will consider a number
of factors, including, but not limited to, the relationship of the
institution to State Street, the reliability and financial stability of
the institution, the ability of the institution to capably perform
custodial services for the Funds, the reputation of the institution in its
national market, the perceived political and economic stability of the
countries in which the sub-custodians will be located and perceived risks
of potential nationalization or expropriation of Fund assets. No assurance
can be given that the Board of Directors' appraisal of the risks in
connection with foreign custodial arrangements will always be correct or
that expropriation, nationalization, freezes, or confiscation of Fund
assets will not occur. Securities traded abroad are more likely to be in
bearer form, which heightens the risk of loss through inadvertance or
theft. In such event, a Fund may be dependent on its foreign custodian,
the custodian's business insurance, or foreign law for any recovery.
DESCRIPTION OF THE CORPORATION AND ITS SHARES
The Corporation was established as a Maryland corporation on December
31, 1992. The Articles of Incorporation authorize the Corporation to issue
one billion shares of par value $.001 per share and to create additional
series, each of which may issue separate classes of shares.
Global Government, Global Equity and Emerging Markets currently offer
two classes of shares -- Class Y (known as "Navigator Shares") and Class A
(known as "Primary Shares"). The two classes represent interests in the
same pool of assets. A separate vote is taken by a class of shares of a
Fund if a matter affects just that class of shares. Each class of shares
may bear certain differing class-specific expenses. Salespersons and
others entitled to receive compensation for selling or servicing Fund
shares may receive more with respect to one class than another.
The initial and subsequent investment minimums for Primary Shares are
$1,000 and $100, respectively. Investments in Primary Shares may be made
through a Legg Mason or affiliated investment executive, through the
Future First Systematic Investment Plan or through automatic investment
arrangements.
Holders of Primary Shares bear distribution and service fees under
Rule 12b-1 at the rate of 0.75%, 1.00% and 1.00% of the net assets
attributable to Primary Shares of Global Government, Global Equity and
Emerging Markets, respectively. Investors in Primary Shares may elect to
receive dividends and/or other distributions in cash through the receipt
of a check or a credit to their Legg Mason account. The per share net
asset value of the Navigator Class of Shares, and dividends and
distributions (if any) paid to Navigator shareholders, are generally
expected to be higher than those of Primary Shares of the Fund, because of
27
<PAGE>
the lower expenses attributable to Navigator Shares. The per share net
asset value of the classes of shares will tend to converge, however,
immediately after the payment of ordinary income dividends. Primary Shares
of a Fund may be exchanged for the corresponding class of shares of other
Legg Mason Funds. Investments by exchange into the Legg Mason funds sold
with an initial sales charge are made at the per share net asset value,
plus the sales charge, determined on the same business day as redemption
of the fund shares the investors in Primary Shares wish to redeem.
LMFA has agreed that it will continue to reimburse management fees
and/or assume other expenses to the extent the expenses of Primary Shares
(exclusive of taxes, interest, brokerage and extraordinary expenses)
exceed during any month an annual rate of 1.90% of the average daily net
assets of Global Government indefinitely. LMFA and Batterymarch have also
agreed that until December 31, 1996 they will continue to reimburse
management fees and/or assume other expenses to the extent the expenses of
Primary Shares (exclusive of taxes, interest, brokerage and extraordinary
expenses) exceed during any month an annual rate of 2.25% of the average
daily net assets of International Equity and 2.50% of the average daily
net assets of Emerging Markets for such month. These reimbursement
agreements are voluntary and may or may not be renewed by LMFA and/or
Batterymarch. Reimbursement by LMFA reduces a Fund's expenses and
increases its yield and total return.
The Board of Directors of the Corporation does not anticipate that
there will be any conflicts among the interests of the holders of the
different classes of Fund shares. On an ongoing basis, the Board will
consider whether any such conflict exists and, if so, take appropriate
action.
Shareholders of the Funds are entitled to one vote per share and
fractional votes for fractional shares held. Voting rights are not
cumulative. All shares of the Funds are fully paid and nonassessable and
have no preemptive or conversion rights.
Shareholders' meetings will not be held except where the 1940 Act
requires a shareholder vote on certain matters (including the election of
directors, approval of an advisory contract, and approval of a plan of
distribution pursuant to Rule 12b-1). The Corporation will call a special
meeting of the shareholders at the request of 10% or more of the shares
entitled to vote; shareholders wishing to call such a meeting should
submit a written request to their respective Fund at 111 South Calvert
Street, Baltimore, Maryland 21202, stating the purpose of the proposed
meeting and the matters to be acted upon.
Each Fund acknowledges that it is solely responsible for the
information or any lack of information about it in this joint Prospectus
and in the joint Statement of Additional Information, and no other Fund is
responsible therefor. There is a possibility that one Fund might be deemed
liable for misstatements or omissions regarding another Fund in this
Prospectus or in the joint Statement of Additional Information; however,
the Funds deem this possibility slight.
28
<PAGE>
LEGG MASON GLOBAL FUNDS
LEGG MASON GLOBAL TRUST, INC.:
Legg Mason Global Government Trust
Legg Mason International Equity Trust
Legg Mason Emerging Markets Trust
Primary Shares and Navigator Shares
STATEMENT OF ADDITIONAL INFORMATION
May 1, 1996
Mutual fund shares are not deposits or obligations of, or guaranteed or
endorsed by, any bank or other depository institution. Shares are not insured by
the FDIC, the Federal Reserve Board or any other agency, and are subject to
investment risk, including the possible loss of the principal amount invested.
This Statement of Additional Information is not a prospectus and should
be read in conjunction with the Prospectus for Primary Shares and for Navigator
Shares of the Funds, both dated May 1, 1996, which have been filed with the
Securities and Exchange Commission ("SEC"). Copies of the Prospectuses are
available without charge from the Corporation's distributor, Legg Mason Wood
Walker, Incorporated ("Legg Mason") (address and telephone numbers listed
below).
Legg Mason Global Government Trust ("Global Government"), Legg Mason
International Equity Trust ("International Equity") and Legg Mason Emerging
Markets Trust ("Emerging Markets") (each separately referred to as a "Fund" and
collectively referred to as the "Funds") are separate series of Legg Mason
Global Trust, Inc. ("Corporation"), an open-end, management investment company.
Global Government, a non-diversified, professionally managed portfolio,
seeks capital appreciation and current income in order to achieve an attractive
total return, consistent with prudent investment risk, by normally investing at
least 75% of its total assets in debt securities issued by foreign governments,
the U. S. Government, their agencies, instrumentalities and political
subdivisions. Under normal circumstances, the Fund invests at least 75% of its
assets in debt securities of foreign or domestic governmental entities,
corporations, financial institutions or other issuers rated within the four
highest grades by Moody's Investors Service, Inc. ("Moody's") or Standard &
Poor's ("S&P") or, if unrated by Moody's or S&P ("unrated securities"), judged
by the Adviser to be of comparable quality.
International Equity, a diversified, professionally managed portfolio,
seeks maximum long-term total return. In attempting to achieve the Fund's
objective, the Fund's investment adviser, Batterymarch Financial Management,
Inc. ("Batterymarch"), normally invests at least 65% of its total assets in
common stocks of companies located in at least three different countries other
than the United States. In addition, the Fund may invest in the securities of
companies located in developing countries, including countries or regions with
relatively low gross national product per capita compared to the world's major
economies, and in countries or regions with the potential for rapid but unstable
economic growth (collectively, "emerging markets").
<PAGE>
Emerging Markets is a diversified, professionally managed portfolio
seeking long-term capital appreciation. In attempting to achieve the Fund's
objective, Batterymarch, as investment adviser to the Fund, normally invests at
least 65% of the Fund's total assets in equity securities of emerging markets
companies. The Fund considers emerging markets to include (i) countries that
have an emerging stock market as defined by the International Finance
Corporation, (ii) those markets with low- to middle-income economies according
to the World Bank, (iii) those listed in World Bank publications as developing
and (iv) countries determined by Batterymarch to be emerging markets in
accordance with the criteria of the foregoing organizations. Equity securities
in which the Fund may invest include common stocks, preferred stocks,
convertible securities and warrants. Batterymarch expects that the Fund will
normally invest in at least three different emerging market countries.
Shares of Navigator Global Government, Navigator International Equity
and Navigator Emerging Markets ("Navigator Shares"), described in this Statement
of Additional Information, represent interests in Global Government,
International Equity and Emerging Markets that are currently offered for sale
only to institutional clients of the Fairfield Group, Inc. ("Fairfield") for
investment of their own funds and funds for which they act in a fiduciary
capacity, to clients of Legg Mason Trust Company ("Trust Company") for which
Trust Company exercises discretionary investment management responsibility (such
institutional investors are referred to collectively as "Institutional Clients"
and accounts of the customers with such Clients ("Customers") are referred to
collectively as "Customer Accounts"), to qualified retirement plans managed on a
discretionary basis and having net assets of at least $200 million, and to The
Legg Mason Profit Sharing Plan and Trust. The Navigator Class of Shares may not
be purchased by individuals directly, but Institutional Clients may purchase
shares for Customer Accounts maintained for individuals.
The Primary Class of shares of Global Government, International Equity
and Emerging Markets ("Primary Shares") are offered for sale to all other
investors and may be purchased directly by individuals.
Primary Shares of Global Government and International Equity are sold
and redeemed without any purchase or redemption charge. Primary and Navigator
Shares of Emerging Markets are sold without any purchase charge but may incur a
redemption fee of 2% if shares are redeemed within one year of purchase.
Institutional Clients may charge their Customer Accounts for services provided
in connection with the purchase or redemption of Navigator Shares. Each Fund
will pay management fees to Legg Mason Fund Adviser, Inc. Primary Shares pay a
12b-1 distribution fee, but Navigator Shares pay no distribution fees. See "The
Funds' Distributor."
Legg Mason Wood Walker, Incorporated
- --------------------------------------------------------------------------------
111 South Calvert Street
Baltimore, Maryland 21202
(410) 539-0000 (800) 822-5544
<PAGE>
ADDITIONAL INFORMATION ABOUT INVESTMENT
LIMITATIONS AND POLICIES
The following information supplements the information concerning each
Fund's investment objectives, policies and limitations found in the
Prospectuses. Each Fund has adopted certain fundamental investment limitations
that cannot be changed except by vote of a majority of each Fund's outstanding
voting securities.
Global Government may not:
1. Borrow money, except from banks or through reverse repurchase
agreements or dollar rolls for temporary purposes in an aggregate amount not to
exceed 331/3% of the total assets, including borrowings, less liabilities
exclusive of borrowings, of the Fund; provided that borrowings, including
reverse repurchase agreements and dollar rolls, in excess of 5% of such value
will be only from banks (although not a fundamental policy subject to
shareholder approval, the Fund will not purchase securities if borrowings,
including reverse repurchase agreements and dollar rolls, exceed 5% of its total
assets);
2. Issue senior securities, except as permitted by the Investmen
Company Act of 1940 ("1940 Act");
3. Underwrite the securities of other issuers except insofar as
the Fund may be deemed an underwriter under the Securities Act of 1933, as
amended, in disposing of a portfolio security;
4. Buy or hold any real estate other than instruments secured by
real estate or interests therein;
5. Purchase or sell any commodities or commodities contracts, except
that the Fund may purchase or sell currencies, interest rate and currency
futures contracts, options on currencies and securities indexes and options on
interest rate and currency futures contracts;
6. Make loans, except loans of portfolio securities and except to the
extent the purchase of notes, bonds, loans, loan participations and advances in
connection therewith or other evidences of indebtedness, the entry into
repurchase agreements, or deposits with banks and other financial institutions
may be considered loans;
7. Purchase any security if, as a result thereof, 25% or more of its
total assets would be invested in the securities of issuers having their
principal business activities in the same industry. This limitation does not
apply to securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities and repurchase agreements with respect thereto.
International Equity may not:
1. Borrow money, except from banks or through reverse repurchase
agreements or dollar rolls for temporary purposes in an aggregate amount not to
exceed 331/3% of the total assets
2
<PAGE>
(including borrowings), less liabilities (exclusive of borrowings), of the Fund;
provided that borrowings, including reverse repurchase agreements and dollar
rolls, in excess of 5% of such value will be only from banks (although not a
fundamental policy subject to shareholder approval, the Fund will not purchase
securities if borrowings, including reverse repurchase agreements and dollar
rolls, exceed 5% of its total assets);
2. With respect to 75% of its total assets, invest more than 5% of its
total assets (taken at market value) in securities of any one issuer, or
purchase more than 10% of the voting securities of any one issuer (other than,
in each case, cash items, securities of the U.S. Government, its agencies and
instrumentalities, and securities issued by other investment companies);
3. Issue senior securities, except as permitted by the Investment
Company Act of 1940 ("1940 Act");
4. Engage in the business of underwriting the securities of other
issuers except insofar as the Fund may be deemed an underwriter under the
Securities Act of 1933, as amended, in disposing of a portfolio security;
5. Buy or hold any real estate other than instruments secured by real
estate or interests therein;
6. Purchase or sell any commodities or commodities contracts, except
that the Fund may purchase or sell currencies; futures contracts on currencies,
securities or securities indexes, options on currencies, securities, and
securities indexes; and options on interest rate and currency futures contracts;
7. Make loans, except loans of portfolio securities and except to the
extent the purchase of notes, bonds, or other evidences of indebtedness, the
entry into repurchase agreements, or deposits with banks and other financial
institutions may be considered loans;
8. Purchase any security if, as a result thereof, 25% or more of its
total assets would be invested in the securities of issuers having their
principal business activities in the same industry. This limitation does not
apply to securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities and repurchase agreements with respect thereto.
Emerging Markets may not:
1. Borrow money, except from banks or through reverse repurchase
agreements or dollar rolls for temporary purposes in an aggregate amount not to
exceed 331/3% of the total assets (including borrowings), less liabilities
(exclusive of borrowings), of the Fund; provided that borrowings, including
reverse repurchase agreements and dollar rolls, in excess of 5% of such value
will be only from banks (although not a fundamental policy subject to
shareholder approval, the Fund will not purchase securities if borrowings,
including reverse repurchase agreements and dollar rolls, exceed 5% of its total
assets);
2. With respect to 75% of its total assets, invest more than 5% of its
total assets (taken at market value) in securities of any one issuer, or
purchase more than 10% of the voting securities
3
<PAGE>
of any one issuer (other than, in each case, cash items, securities of the U.S.
Government, its agencies and instrumentalities, and securities issued by other
investment companies);
3. Issue senior securities, except as permitted by the 1940 Act;
4. Engage in the business of underwriting the securities of other
issuers except insofar as the Fund may be deemed an underwriter under the
Securities Act of 1933, as amended, in disposing of a portfolio security;
5. Buy or hold any real estate other than instruments secured by real
estate or interests therein;
6. Purchase or sell any commodities or commodities contracts, except
that the Fund may purchase or sell currencies; futures contracts on currencies,
securities or securities indexes, options on currencies, securities, and
securities indexes; and options on interest rate and currency futures contracts;
7. Make loans, except loans of portfolio securities and except to the
extent the purchase of notes, bonds, or other evidences of indebtedness, the
entry into repurchase agreements, or deposits with banks and other financial
institutions may be considered loans;
8. Purchase any security if, as a result thereof, 25% or more of its
total assets would be invested in the securities of issuers having their
principal business activities in the same industry. This limitation does not
apply to securities issued or guaranteed by the U.S. Government, its agencies or
instrumentalities and repurchase agreements with respect thereto.
The foregoing investment limitations of each Fund cannot be changed
without the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the Fund or (2) 67% or more of the shares of the Fund
present at a shareholders' meeting if more than 50% of the outstanding shares of
the Fund are represented at the meeting in person or by proxy. Except with
respect to the 33-1/3% limit in investment limitation number 1, if a
percentage restriction is adhered to at the time of an investment or
transaction, a later increase or decrease in percentage resulting from a
change in the value of portfolio securities or amount of total assets
will not be considered a violation of any of the foregoing limitations.
Global Government interprets fundamental investment limitation (4) and
International Equity and Emerging Markets each interpret fundamental investment
limitation (5) to prohibit investment in real estate limited partnerships.
Except as otherwise specified, the following investment limitations and
policies are nonfundamental and may be changed by the Corporation's Board of
Directors without shareholder approval.
Each Fund may not:
1. Purchase or sell any oil, gas or mineral exploration or development
programs, including leases;
4
<PAGE>
2. Buy securities on "margin," except for short-term credits necessary
for clearance of portfolio transactions and except that a Fund may make margin
deposits in connection with the use of permitted futures contracts and options
on futures contracts as well as options on currencies, securities and securities
indexes;
3. Make short sales of securities or maintain a short position, except
that a Fund may (a) make short sales and maintain short positions in connection
with its use of options, futures contracts and options on futures contracts and
(b) sell short "against the box" (Global Government does not intend to make
short sales in excess of 5% of its net assets during the coming year and
International Equity does not intend to make short sales during the coming
year);
4. Purchase or retain the securities of an issuer if, to the knowledge
of the Fund's management, those officers and directors of that Fund and officers
and directors of its adviser, manager and sub-adviser who individually own
beneficially more than 0.5% of the outstanding securities of that issuer own in
the aggregate more than 5% of the securities of that issuer;
5. Purchase any security (except with respect to collateralized
mortgage obligations and asset-backed securities for Global Government), if, as
a result, more than 5% of a Fund's total assets would be invested in securities
of companies that together with any predecessors have been in continuous
operation for less than three years;
6. Purchase a security restricted as to resale if, as a result thereof,
more than 15% of Global Government's or Emerging Markets' or 10% of
International Equity's total assets would be invested in restricted securities.
For purposes of this limitation, securities that can be sold freely in the
principal market in which they are traded are not considered restricted, even if
they cannot be sold in the United States.
7. Make investments in warrants if such investments, valued at the
lower of cost or market, exceed 5% of the value of its net assets, which amount
may include warrants that are not listed on the New York or American Stock
Exchanges, provided that such unlisted warrants, valued at the lower of cost or
market, do not exceed 2% of a Fund's net assets, and further provided that this
restriction does not apply to warrants attached to, or sold as a unit with,
other securities. For purposes of this restriction, the term "warrants" does not
include options on securities, stock or bond indices, foreign currencies or
futures contracts.
In addition, International Equity may not:
8. Purchase securities of other investment companies, except to the
extent permitted by the 1940 Act and in the open market at no more than
customary brokerage and commission rates. This limitation does not apply to
securities received or acquired as dividends, through offers of exchange, or as
a result of a reorganization, consolidation or merger.
Ratings of Debt Obligations
Moody's, S&P and other nationally recognized or foreign statistical
rating organizations ("SROs") are private organizations that provide ratings of
the credit quality of debt obligations. A description of the ratings assigned to
corporate debt obligations by Moody's and S&P is included
5
<PAGE>
in Appendix A. A Fund may consider these ratings in determining whether to
purchase, sell or hold a security. Ratings issued by Moody's or S&P represent
only the opinions of those agencies and are not guarantees of credit quality.
Consequently, securities with the same maturity, interest rate and rating may
have different market prices. Credit rating agencies attempt to evaluate the
safety of principal and interest payments and do not evaluate the risks of
fluctuations in market value. Also, rating agencies may fail to make timely
changes in credit ratings in response to subsequent events, so that an issuer's
current financial condition may be better or worse than the rating indicates.
The following information about investment policies applies only to Global
Government:
Sovereign Debt
Investments in debt securities issued by foreign governments and their
political subdivisions or agencies ("Sovereign Debt") involve special risks. The
issuer of the debt or the governmental authorities that control the repayment of
the debt may be unable or unwilling to repay principal and/or interest when due
in accordance with the terms of such debt, and the Fund may have limited legal
recourse in the event of a default.
Sovereign Debt differs from debt obligations issued by private entities
in that, generally, remedies for defaults must be pursued in the courts of the
defaulting party. Legal recourse is therefore somewhat diminished. Political
conditions, especially a sovereign entity's willingness to meet the terms of its
debt obligations, are of considerable significance. Also, holders of commercial
bank debt issued by the same sovereign entity may contest payments to the
holders of Sovereign Debt in the event of default under commercial bank loan
agreements.
A sovereign debtor's willingness or ability to repay principal and
interest due in a timely manner may be affected by, among other factors, its
cash flow situation, the extent of its foreign reserves, the availability of
sufficient foreign exchange on the date a payment is due, the relative size of
the debt service burden to the economy as a whole, the sovereign debtor's policy
toward principal international lenders and the political constraints to which a
sovereign debtor may be subject. Increased protectionism on the part of a
country's trading partners, or political changes in those countries, could also
adversely affect its exports. Such events could diminish a country's trade
account surplus, if any, or the credit standing of a particular local government
or agency.
The ability of some sovereign debtors to repay their obligations may
depend on the timely receipt of assistance from international agencies or other
governments, the flow of which is not assured. The willingness of such agencies
to make these payments may depend on the sovereign debtor's willingness to
institute certain economic changes, the implementation of which may be
politically difficult.
The occurrence of political, social or diplomatic changes in one or
more of the countries issuing Sovereign Debt could adversely affect the Fund's
investments. Political changes or a deterioration of a country's domestic
economy or balance of trade may affect the willingness of countries to service
their Sovereign Debt. While the Adviser intends to manage investments in a
manner that will minimize the exposure to such risks, there can be no assurance
that adverse
6
<PAGE>
political changes will not cause the Fund to suffer a loss of interest or
principal on any of its holdings.
Mortgage-Related Securities
Mortgage-related securities represent participations in, or are secured
by and payable from, mortgage loans secured by real property. These securities
are designed to provide monthly payments of interest and, in most instances,
principal to the investor. The mortgagor's monthly payments to his/her lending
institution are "passed through" to investors such as the Fund. Many issuers or
poolers provide guarantees of payments, regardless of whether the mortgagor
actually makes the payment. These guarantees are often backed by various forms
of credit, insurance and collateral, although these may be in amounts less than
the full obligation of the pool to its shareholders.
Pools consist of whole mortgage loans or participations in loans. The
majority of these loans are made to purchasers of one- to four-family homes. The
terms and characteristics of the mortgage instruments are generally uniform
within a pool but may vary among pools. In addition to fixed-rate, fixed-term
mortgages, the Fund may purchase pools of variable-rate mortgages,
growing-equity mortgages, graduated-payment mortgages and other types.
All poolers apply standards for qualification to lending institutions
which originate mortgages for the pools. Poolers also establish credit standards
and underwriting criteria for individual mortgages included in the pools. In
addition, many mortgages included in pools are insured through private mortgage
insurance companies.
The average life of mortgage-related securities varies with the
maturities and the nature of the underlying mortgage instruments. For example,
securities issued by the Government National Mortgage Association ("GNMAs") tend
to have a longer average life than participation certificates ("PCs") issued by
the Federal Home Loan Mortgage Corporation ("FHLMC") because there is a tendency
for the conventional and privately-insured mortgages underlying FHLMC PCs to
repay at faster rates than the Federal Housing Administration and Veterans
Administration loans underlying GNMAs. In addition, the term of a security may
be shortened by unscheduled or early payments of principal and interest on the
underlying mortgages. The occurrence of mortgage prepayments is affected by
factors including the level of interest rates, general economic conditions, the
location and age of the mortgage and other social and demographic conditions.
Yields on mortgage-related securities are typically quoted based on the
maturity of the underlying instruments and the associated average life
assumption. Actual prepayment experience may cause the yield to differ from the
yield expected on the basis of average life. The compounding effect from
reinvestments of monthly payments received by the Fund will increase the yield
to shareholders compared to bonds that pay interest semi-annually.
Private Mortgage-Related Securities
The private mortgage-related securities in which the Fund may invest
include foreign mortgage pass-through securities ("Foreign Pass-Throughs"),
which are structurally similar to the pass-through instruments described above.
Such securities are issued by originators of and
7
<PAGE>
investors in mortgage loans, including savings and loan associations, mortgage
bankers, commercial banks, investment bankers, specialized financial
institutions and special purpose subsidiaries of the foregoing. Foreign
Pass-Throughs usually are backed by a pool of fixed rate or adjustable-rate
mortgage loans. The Foreign Pass-Throughs in which the Fund may invest are not
guaranteed by an entity having the credit status of the Government National
Mortgage Association, but generally utilize various types of credit enhancement.
Other Debt Securities
The rate of return or return of principal on some obligations may be
linked or indexed to the level of exchange rates between the U.S. dollar and a
foreign currency or currencies.
The market for lower-rated securities may be thinner and less active
than that for higherrated securities, which can adversely affect the prices at
which these securities can be sold, and may make it difficult for the Fund to
obtain market quotations daily. If market quotations are not available, these
securities will be valued by a method that the Fund's Board of Directors
believes accurately reflects fair market value. Judgment may play a greater role
in valuing lower-rated debt securities than is the case with respect to
securities for which a broader range of dealer quotations and last-sale
information are available.
Although the market for lower-rated debt securities is not new, and the
market has previously weathered economic downturns, there has been in recent
years a substantial increase in the use of such securities to fund corporate
acquisitions and restructurings. Accordingly, the past performance of the market
for such securities may not be an accurate indication of its performance during
future economic downturns or periods of rising interest rates.
Bank Obligations
Bank obligations in which the Fund may invest include certificates of
deposit, bankers' acceptances and time deposits in U.S. banks (including foreign
branches) which have more than $1 billion in total assets at the time of
investment and are members of the Federal Reserve System or are examined by the
Comptroller of the Currency or whose deposits are insured by the Federal Deposit
Insurance Corporation. The Fund also may invest in certificates of deposit of
savings and loan associations (federally or state chartered and federally
insured) having total assets in excess of $1 billion.
The Fund may invest in obligations of domestic or foreign branches of
foreign banks and foreign branches of domestic banks. These investments involve
risks that are different from investments in securities of domestic branches of
domestic banks. These risks include seizure of foreign deposits, currency
controls, interest limitations or other governmental restrictions which might
affect the payment of principal or interest on the bank obligations held by the
Fund.
The Fund limits its investments in foreign bank obligations to U.S.
dollar-denominated or foreign currency-denominated obligations of foreign banks
(including U.S. branches of foreign banks) which at the time of investment (1)
have more than $10 billion, or the equivalent in other currencies, in total
assets; (2) have branches or agencies (limited purpose offices which do not
offer all banking services) in the United States; and (3) are judged by the
Adviser to be of
8
<PAGE>
comparable quality to obligations of U.S. banks in which the Fund may invest.
Subject to the limitation on concentration of less than 25% of the Fund's assets
in the securities of issuers in a particular industry, there is no limitation on
the amount of the Fund's assets which may be invested in obligations of foreign
banks which meet the conditions set forth herein. Foreign banks are not
generally subject to examination by any U.S. government agency or
instrumentality.
The following information about investment policies applies to each Fund:
Foreign Investments
Investors should recognize that investing in foreign companies involves
certain special considerations which are not typically associated with investing
in U.S. companies. Certain countries prohibit or impose substantial restrictions
on investments in their capital markets, particularly their equity markets, by
foreign entities such as the Funds. These restrictions or controls may at times
limit or preclude investment in certain securities and may increase the cost and
expenses of the Fund. For example, certain countries require prior governmental
approval before investments by foreign persons may be made, or may limit the
amount of investment by foreign persons in a particular company, or may limit
the investment by foreign persons to only a specific class of securities of a
company that may have less advantageous terms than securities of the company
available for purchase by nationals. Moreover, the national policies of certain
countries may restrict investment opportunities in issuers or industries deemed
sensitive to national interests.
Some countries require governmental approval for the repatriation of
investment income, capital or the proceeds of securities sales by foreign
investors. In addition, if there is a deterioration in a country's balance of
payments or for other reasons, a country may impose restrictions on foreign
capital remittances abroad. A Fund could be adversely affected by delays in, or
a refusal to grant, any required governmental approval for repatriation.
Certain countries in which a Fund may invest may have groups that
advocate radical religious or political philosophies or support ethnic
independence. Disturbances involving such groups carry the potential for
widespread destruction or confiscation of property owned by individuals and
entities foreign to that country or ethnic religion and could cause the loss of
a Fund's investment in those areas. Instability may also result from, among
other things: (i) authoritarian governments or military involvement in political
and economic decision-making, including changes in government through
extra-constitutional means; (ii) popular unrest associated with demands for
improved political, economic and social conditions; and (iii) hostile relations
with other countries. Such political, social and economic instability could
disrupt the principal financial markets in which a Fund invests and adversely
affect the value of a Fund's assets.
Investors should note that upon the accession to power of authoritarian
regimes, the governments of a number of emerging market countries have
previously expropriated large quantities of real and personal property similar
to the property which will be represented by the securities purchased by the
Funds. The claims of property owners against those governments were never
finally settled. There can be no assurance that any property represented by
securities purchased by a Fund will not also be expropriated, nationalized, or
otherwise confiscated. If such confiscation were to occur, a Fund could lose its
entire investment in such countries.
9
<PAGE>
Although a Fund will endeavor to achieve most favorable execution costs
in its portfolio transactions, commissions on many foreign stock exchanges are
at fixed rates, and generally these are higher than negotiated commissions on
U.S. exchanges.
Delays in settlement could result in temporary periods when assets of a
Fund are uninvested and no return is earned thereon. The inability of a Fund to
make intended security purchases due to settlement problems could cause the Fund
to miss attractive investment opportunities. Inability to dispose of a portfolio
security due to settlement problems either could result in losses to a Fund due
to subsequent declines in value of the portfolio security or, if the Fund has
entered into a contract to sell the security, could result in possible liability
to the purchaser.
The Funds may use foreign subcustodians, which may involve risks in
addition to those related to the use of U.S. custodians. Such risks include
uncertainties relating to: (i) determining and monitoring the financial
strength, reputation and standing of the foreign custodian; (ii) maintaining
appropriate safeguards to protect the Fund's investments and (iii) possible
difficulties in obtaining and enforcing judgments against such custodians.
Certain foreign governments levy withholding taxes against dividend and
interest income. Although in some countries a portion of these taxes is
recoverable, the non-recovered portion of foreign withholding taxes will reduce
the income received from the companies whose securities are held by a Fund.
Currency Fluctuations
Each Fund, under normal circumstances, will invest a substantial
portion of its total assets in the securities of foreign issuers which are
denominated in foreign currencies and may temporarily hold uninvested cash in
bank deposits in foreign currencies. Accordingly, the strength or weakness of
the U.S. dollar against such foreign currencies may account for a substantial
part of a Fund's investment performance. The rate of exchange between the U.S.
dollar and other currencies is determined by several factors, including the
supply and demand for particular currencies, central bank efforts to support
particular currencies, the relative movement of interest rates and pace of
business activity in the other countries and the U.S., and other economic and
financial conditions affecting the world economy.
A decline in the value of any particular currency against the U.S.
dollar will cause a decline in the U.S. dollar value of the Fund's holdings of
securities and cash denominated in such currency and, therefore, will cause an
overall decline in the Fund's net asset value and any net investment income and
capital gains derived from such securities to be distributed in U.S. dollars to
shareholders of a Fund. Moreover, if the value of the foreign currencies in
which the Fund receives its income falls relative to the U.S. dollar between
receipt of the income and the making of Fund distributions, a Fund may be
required to liquidate securities in order to make distributions if the Fund has
insufficient cash in U.S. dollars to meet distribution requirements.
Fluctuations in currency exchange rates may affect the performance of
emerging market issuers in which a Fund invests without regard to the effect
such fluctuations have on income received or gains realized by a Fund. Given the
level of foreign-denominated debt owned by many
10
<PAGE>
countries with emerging markets, fluctuating exchange rates significantly affect
the debt service obligations of those countries. This could, in turn, affect
local interest rates, profit margins and exports which are a major source of
foreign exchange earnings. Although it might be theoretically possible to hedge
for anticipated income and gains, the ongoing and indeterminate nature of the
foregoing risk (and the costs associated with hedging transactions) makes it
virtually impossible to hedge effectively against such risks.
To some extent, if forward markets are available, currency exchange
risk can be managed through hedging operations. However, governmental
regulations and limited currency exchange markets in most emerging markets make
it highly unlikely that International Equity (to the extent it invests in
emerging market securities) or Emerging Markets will be able to engage in any
hedging operations, at least in the foreseeable future. In the event hedging
opportunities become available and a Fund's adviser elects to employ them, a
Fund may incur investment risks and substantial transaction costs to which it
would not otherwise be subject. Whether or not it hedges, each Fund will incur
costs in connection with conversions between various currencies.
Restricted and Illiquid Securities
Each Fund is authorized to invest up to 15% of its net assets in
securities for which no readily available market exists, which for this purpose
includes, among other things, repurchase agreements maturing in more than seven
days, over-the-counter ("OTC") options and securities used as cover for such
options. Restricted securities may be sold only (1) pursuant to SEC Rule 144A or
other exemption, (2) in privately negotiated transactions or (3) in public
offerings with respect to which a registration statement is in effect under the
Securities Act of 1933. Such securities may include those that are subject to
restrictions contained in the securities laws of other countries. Securities
that are freely marketable in the country where they are principally traded, but
would not be freely marketable in the United States, will not be subject to this
15% limit. Where registration is required, a Fund may be obligated to pay all or
part of the registration expenses and a considerable period may elapse between
the time of the decision to sell and the time the Fund may be permitted to sell
a security under an effective registration statement. If, during such a period,
adverse market conditions were to develop, the Fund might obtain a less
favorable price than prevailed when it decided to sell.
Not all restricted securities are illiquid. SEC regulations permit
certain restricted securities to be traded freely among qualified purchasers.
The SEC has stated that an investment company's board of directors, or its
investment adviser acting under authority delegated by the board, may determine
that a security eligible for trading under this rule is not "illiquid." Each
Fund intends to rely on this rule, to the extent appropriate, to deem restricted
securities as not "illiquid." If the newly-developing institutional markets for
restricted securities do not develop as anticipated, it could adversely affect
the liquidity of the Fund.
Repurchase Agreements
When a Fund enters into a repurchase agreement with a foreign or
domestic entity, it will obtain from that entity securities equal in value to
102% of the amount of the repurchase agreement (or 100%, if the securities
obtained are U.S. Treasury bills, notes or bonds). Such
11
<PAGE>
securities will be held by that Fund's custodian, an approved foreign
sub-custodian, or an approved securities depository or book-entry system.
Reverse Repurchase Agreements and Other Borrowing
A reverse repurchase agreement is a portfolio management technique in
which a Fund temporarily transfers possession of a portfolio instrument to
another person, such as a financial institution or broker-dealer, in return for
cash. At the same time, that Fund agrees to repurchase the instrument at an
agreed upon time (normally within seven days) and price, including interest
payment. A Fund may also enter into dollar rolls, in which a Fund sells a
security for delivery in the current month and simultaneously contracts to
repurchase a substantially similar security on a specified future date. That
Fund would be compensated by the difference between the current sales price and
the forward price for the future purchase. A Fund may engage in reverse
repurchase agreements and dollar rolls as a means of raising cash to satisfy
redemption requests or for other temporary or emergency purposes without the
necessity of selling portfolio instruments. While engaging in reverse repurchase
agreements or dollar rolls, each Fund will maintain cash, U.S. government
securities or other high-grade liquid securities in a segregated account at its
custodian bank with a value at least equal to that Fund's obligation under the
agreements, adjusted daily.
Each Fund may borrow for temporary purposes, which borrowing may be
unsecured. The 1940 Act requires that Fund to maintain continuous asset coverage
(that is, total assets including borrowings, less liabilities exclusive of
borrowings) of at least 300% of the amount borrowed. If the asset coverage
should decline below 300% as a result of market fluctuations or for other
reasons, the Fund may be required to sell some of its holdings within three days
(exclusive of Sundays and holidays) to reduce the debt and restore the 300%
asset coverage, even though it may be disadvantageous from an investment
standpoint to sell securities at that time. Borrowing may exaggerate the effect
on net asset value of any increase or decrease in the market value of the
portfolio. To avoid the potential leveraging effects of a Fund's borrowings,
each Fund will not make investments while borrowings are in excess of 5% of its
total assets. Money borrowed will be subject to interest costs which may or may
not be recovered by appreciation of the securities purchased. A Fund also may be
required to maintain minimum average balances in connection with such borrowing
or to pay a commitment or other fee to maintain a line of credit; either of
these requirements would increase the cost of borrowing over the stated interest
rate. For purposes of its borrowing limitation and policies, each Fund considers
reverse repurchase agreements and dollar rolls to constitute borrowing.
International Equity does not currently intend to use reverse repurchase
agreements and dollar rolls.
Short Sales
No Fund will sell securities short, other than through the use of
futures and options as described in the Prospectuses, or short sales against the
box. In a short sale against the box, a Fund sells a security and borrows the
security to make delivery, even though the Fund simultaneously owns, or has the
right to acquire, without the payment of any additional consideration,
securities identical in kind and amount to those sold short.
12
<PAGE>
Options and Futures
As described in the Prospectuses, Global Government may purchase and
sell (write) both put options and call options on securities and bond indices,
may enter into interest rate and bond index futures contracts and may purchase
and sell options on such futures contracts ("futures options") for hedging
purposes or in other circumstances permitted by the Commodity Futures Trading
Commission ("CFTC") as part of its investment strategy.
International Equity may enter into futures contracts, options and
options on futures contracts for several reasons: to maintain cash reserves
while remaining fully invested, to facilitate trading, to reduce transaction
costs, or to seek higher investment returns when Batterymarch believes a futures
contract is priced more attractively than the underlying equity security or
index. In addition, a Fund may purchase and sell put and call options on foreign
currencies, may enter into futures contracts on foreign currencies and purchase
and sell options on such futures contracts.
Emerging Markets is permitted to engage in forward currency exchange
transactions to protect in part against the uncertainty in the level of future
exchange rates. The Fund's dealings in foreign currency exchange would in all
cases be limited to hedges involving either specific transactions or portfolio
positions. The Fund is not permitted to engage in currency transactions for
speculation but only as a hedge against changes in currency values. The Fund is
not permitted to hedge a position to an extent greater than the aggregate market
value (at the time of the hedging transaction) of the Fund's assets invested in
cash or securities denominated in the relevant currency. The Fund does not
presently intend to employ hedging strategies because such instruments are
generally not availiable in emerging markets; however, the Fund reserves the
right to hedge its portfolio investments in the future.
If other types of options, futures contracts or options on futures are
traded in the future, each Fund may also use those investment strategies.
Options and futures are generally considered to be "derivatives."
Options on Securities
A Fund may purchase call options on securities that its adviser intends
to include in that Fund's investment portfolio in order to fix the cost of a
future purchase. Purchased options also may be used as a means of participating
in an anticipated price increase of a security on a more limited risk basis than
would be possible if the security itself were purchased. In the event of a
decline in the price of the underlying security, use of this strategy would
serve to limit a Fund's potential loss to the option premium paid; conversely,
if the market price of the underlying security increases above the exercise
price and the Fund either sells or exercises the option, any profit realized
will be reduced by the premium.
A Fund may purchase put options in order to hedge against a decline in
the market value of securities held in its portfolio or to enhance income. The
put option enables the Fund to sell the underlying security at the predetermined
exercise price; thus the potential for loss to the Fund below the exercise price
is limited to the option premium paid. If the market price of the underlying
security is higher than the exercise price of the put option, any profit the
Fund realizes on the sale
13
<PAGE>
of the security would be reduced by the premium paid for the put option less any
amount for which the put option may be sold.
A Fund may write covered call options on securities in which it is
authorized to invest. Because it can be expected that a call option will be
exercised if the market value of the underlying security increases to a level
greater than the exercise price, the Fund might write covered call options on
securities generally when its adviser believes that the premium received by the
Fund will exceed the extent to which the market price of the underlying security
will exceed the exercise price. The strategy may be used to provide limited
protection against a decrease in the market price of the security, in an amount
equal to the premium received for writing the call option less any transaction
costs. Thus, in the event that the market price of the underlying security held
by the Fund declines, the amount of such decline will be offset wholly or in
part by the amount of the premium received by the Fund. If, however, there is an
increase in the market price of the underlying security and the option is
exercised, the Fund would be obligated to sell the security at less than its
market value. The Fund would give up the ability to sell the portfolio
securities used to cover the call option while the call option was outstanding.
Such securities would also be considered illiquid in the case of OTC options
written by a Fund, and therefore subject to its limitation on investing no more
than 15% of its net assets in illiquid securities, unless the OTC options are
sold to qualified dealers who agree that the Fund may repurchase any OTC option
it writes at a maximum price to be calculated by a formula set forth in the
option agreement. The cover for an OTC call option written subject to this
procedure will be considered illiquid only to the extent that the maximum
repurchase price under the formula exceeds the intrinsic value of the option. In
addition, the Fund could lose the ability to participate in an increase in the
value of such securities above the exercise price of the call option because
such an increase would likely be offset by an increase in the cost of closing
out the call option (or could be negated if the buyer chose to exercise the call
option at an exercise price below the securities' current market value).
The sale of a put option on a security by a Fund also serves to
partially offset the cost of a security that the Fund anticipates purchasing. If
the price of the security rises, the increased cost to the Fund of purchasing
the security will be offset, in whole or in part, by the premium received. In
the event, however, that the price of the security falls below the exercise
price of the option and the option is exercised, the Fund will be required to
purchase the security from the holder of the option at a price in excess of the
current market price of the security. A Fund's loss on this transaction will be
offset, in whole or in part, to the extent of the premium received by the Fund
for writing the option.
Global Government may purchase put and call options and write covered
put and call options on bond indices in much the same manner as securities
options, except that bond index options may serve as a hedge against overall
fluctuations in the debt securities markets (or a market sector) rather than
anticipated increases or decreases in the value of a particular security. A bond
index assigns a value to the securities included in the index and fluctuates
with changes in such values. Settlements of bond index options are effected with
cash payments and do not involve the delivery of securities. Thus, upon
settlement of a bond index option, the purchaser will realize, and the writer
will pay, an amount based on the difference between the exercise price and the
closing price of the bond index. The effectiveness of hedging techniques using
bond index options will depend on the extent to which price movements in the
bond index selected correlate with price movements of the securities in which
the Fund invests.
14
<PAGE>
Global Government may purchase and write covered straddles on
securities, currencies or bond indices. A long straddle is a combination of a
call and a put option purchased on the same security, index or currency where
the exercise price of the put is less than or equal to the exercise price of the
call. The Fund would enter into a long straddle when its adviser believes that
it is likely that interest rates or currency exchange rates will be more
volatile during the term of the options than the option pricing implies. A short
straddle is a combination of a call and a put written on the same security,
index or currency where the exercise price of the put is less than or equal to
the exercise price of the call. In a covered short straddle, the same issue of
security or currency is considered cover for both the put and the call that the
Fund has written. The Fund would enter into a short straddle when its adviser
believes that it is unlikely that interest rates or currency exchange rates will
be as volatile during the term of the options as the option pricing implies. In
such cases, the Fund will set aside cash and/or liquid, high grade debt
securities in a segregated account with its custodian equivalent in value to the
amount, if any, by which the put is "in-the-money", that is, the amount by which
the exercise price of the put exceeds the current market value of the underlying
security.
Foreign Currency Options and Related Risks
A Fund may purchase and write (sell) options on foreign currencies in
order to hedge against the risk of foreign exchange rate fluctuation on foreign
securities that Fund holds or which it intends to purchase. For example, if a
Fund enters into a contract to purchase securities denominated in a foreign
currency, it could effectively fix the maximum U.S. dollar cost of the
securities by purchasing call options on that foreign currency. Similarly, if a
Fund held securities denominated in a foreign currency and anticipated a decline
in the value of that currency against the U.S. dollar, it could hedge against
such a decline by purchasing a put option on the currency involved. The purchase
of an option on foreign currency may be used to hedge against fluctuations in
exchange rates although, in the event of exchange rate movements adverse to that
Fund's options position, it may forfeit the entire amount of the premium plus
related transaction costs. In addition, Global Government may purchase call
options on foreign currency to enhance income when its adviser anticipates that
the currency will appreciate in value, but the securities denominated in that
currency do not present attractive investment opportunities.
If a Fund writes an option on foreign currency, it will constitute only
a partial hedge, up to the amount of the premium received, and that Fund could
be required to purchase or sell foreign currencies at disadvantageous exchange
rates, thereby incurring losses. A Fund may use options on currency to
cross-hedge, which involves writing or purchasing options on one currency to
hedge against changes in exchange rates of a different, but related, currency.
A Fund's ability to establish and close out positions on such options
is subject to the maintenance of a liquid secondary market. Although many
options on foreign currencies are exchange traded, the majority are traded on
the OTC market. A Fund will not purchase or write such options unless, in the
opinion of its adviser, the market for them has developed sufficiently. There
can be no assurance that a liquid secondary market will exist for a particular
option at any specific time. In addition, options on foreign currencies are
affected by all of those factors that influence foreign exchange rates and
investments generally. These OTC options also involve credit risks that may not
be present in the case of exchange-traded currency options.
15
<PAGE>
Futures Contracts and Options on Futures Contracts
Global Government:
The Fund will limit its use of futures contracts and options on futures
contracts to hedging transactions or other circumstances permitted by regulatory
authorities. For example, the Fund might use futures contracts to attempt to
hedge against anticipated changes in interest rates that might adversely affect
either the value of the Fund's securities or the price of the securities that
the Fund intends to purchase. The Fund's hedging may include sales of futures
contracts as an offset against the effect of expected increases in interest
rates, and purchases of futures contracts as an offset against the effect of
expected declines in interest rates. Although other techniques could be used to
reduce exposure to interest rate fluctuations, the Fund may be able to hedge its
exposure more effectively and perhaps at a lower cost by using futures contracts
and options on futures contracts.
The Fund may also purchase call or put options on foreign currency
futures contracts to obtain a fixed foreign exchange rate at limited risk. The
Fund may purchase a call option on a foreign currency futures contract to hedge
against a rise in the foreign exchange rate while intending to invest in a
foreign security of the same currency. The Fund may purchase put options on
foreign currency futures contracts as a hedge against a decline in the foreign
exchange rates or the value of its foreign portfolio securities. The Fund may
write a call option on a foreign currency futures contract as a partial hedge
against the effects of declining foreign exchange rates on the value of foreign
securities. The Fund may sell a put option on a foreign currency to partially
offset the cost of a security denominated in that currency that the Fund
anticipates purchasing; however, the cost will only be offset to the extent of
the premium received by the Fund for writing the option.
The Fund also may use futures contracts on fixed income instruments and
options thereon to hedge its investment portfolio against changes in the general
level of interest rates. A futures contract on a fixed income instrument is a
bilateral agreement pursuant to which one party agrees to make, and the other
party agrees to accept, delivery of the specified type of fixed income security
called for in the contract at a specified future time and at a specified price.
The Fund may purchase a futures contract on a fixed income security when it
intends to purchase fixed income securities but has not yet done so. This
strategy may minimize the effect of all or part of an increase in the market
price of the fixed income security that the Fund intends to purchase in the
future. A rise in the price of the fixed income security prior to its purchase
may be either offset by an increase in the value of the futures contract
purchased by the Fund or avoided by taking delivery of the fixed income
securities under the futures contract. Conversely, a fall in the market price of
the underlying fixed income security may result in a corresponding decrease in
the value of the futures position. The Fund may sell a futures contract on a
fixed income security in order to continue to receive the income from a fixed
income security, while endeavoring to avoid part or all of the decline in the
market value of that security that would accompany an increase in interest
rates.
The Fund may purchase a call option on a futures contract to hedge
against a market advance in debt securities that the Fund plans to acquire at a
future date. The purchase of a call option on a futures contract is analogous to
the purchase of a call option on an individual fixed
16
<PAGE>
income security that can be used as a temporary substitute for a position in the
security itself. The Fund also may write covered call options on futures
contracts as a partial hedge against a decline in the price of fixed income
securities held in the Fund's investment portfolio, or purchase put options on
futures contracts in order to hedge against a decline in the value of fixed
income securities held in the Fund's investment portfolio. The Fund may write a
put option on a security that the Fund anticipates purchasing to partially
offset the cost of purchasing that security; however, the cost will only be
offset to the extent of the premium the Fund receives for writing the option.
The Fund may sell bond index futures contracts in anticipation of a
general market or market sector decline that could adversely affect the market
value of its investments. To the extent that a portion of the Fund's investments
correlate with a given index, the sale of futures contracts on that index could
reduce the risks associated with a market decline and thus provide an
alternative to the liquidation of securities positions. For example, if the Fund
correctly anticipates a general market decline and sells bond index futures to
hedge against this risk, the gain in the futures position should offset some or
all of the decline in the value of the portfolio. The Fund may purchase bond
index futures contracts if a significant market or market sector advance is
anticipated. Such a purchase of a futures contract would serve as a temporary
substitute for the purchase of individual debt securities, which debt securities
may then be purchased in an orderly fashion. This strategy may minimize the
effect of all or part of an increase in the market price of securities that the
Fund intends to purchase. A rise in the price of the securities should be partly
or wholly offset by gains in the futures position.
As in the case of a purchase of a bond index futures contract, the Fund
may purchase a call option on a bond index futures contract to hedge against a
market advance in securities that the Fund plans to acquire at a future date.
The Fund may write put options on bond index futures as a partial anticipatory
hedge and may write covered call options on bond index futures as a partial
hedge against a decline in the prices of bonds held in its portfolio. This is
analogous to writing covered call options on securities. The Fund also may
purchase put options on bond index futures contracts. The purchase of put
options on bond index futures contracts is analogous to the purchase of
protective put options on individual securities where a level of protection is
sought below which no additional economic loss would be incurred by the Fund.
The Fund may also write put options on interest rate, bond index or
foreign currency futures contracts while, at the same time, purchasing call
options on the same interest rate, bond index or foreign currency futures
contract in order synthetically to create a long interest rate, bond index or
foreign currency futures contract position. The options will have the same
strike prices and expiration dates. The Fund will engage in this strategy only
when its adviser believes it is more advantageous to the Fund to do so as
compared to purchasing the futures contract.
The Fund may also purchase and write covered straddles on interest
rate, foreign currency or bond index futures contracts. A long straddle is a
combination of a call and a put purchased on the same futures contract where the
exercise price of the put option is less than the exercise price of the call
option. The Fund would enter into a long straddle when it believes that it is
likely that interest rates or foreign currency exchange rates will be more
volatile during the term of the options than the option pricing implies. A short
straddle is a combination of a call and put written on the same futures contract
where the exercise price of the put option is less than the exercise price of
17
<PAGE>
the call option. In a covered short straddle, the same futures contract is
considered "cover" for both the put and the call that the Fund has written. The
Fund would enter into a short straddle when it believes that it is unlikely that
interest rates or foreign currency exchange rates will be as volatile during the
term of the options as the option pricing implies. In such case, the Fund will
set aside cash and/or liquid, high grade debt securities in a segregated account
with its custodian equal in value to the amount, if any, by which the put is
"in-the-money", that is, the amount by which the exercise price of the put
exceeds the current market value of the underlying futures contract.
International Equity and Emerging Markets:
Futures contracts provide for the future sale by one party and purchase
by another party of a specified amount of a specific instrument at a specified
future time and at a specified price. Domestic futures contracts which are
standardized as to maturity date and underlying financial instrument are traded
on national futures exchanges. Domestic futures exchanges and trading are
regulated under the Commodity Exchange Act by the CFTC, a U.S. Government
agency. Foreign futures exchanges and futures contracts may be regulated
differently, or may be unregulated.
Although futures contracts by their terms call for actual delivery or
acceptance of the underlying securities or currencies, in most cases the
contracts are closed out before the settlement date without the making or taking
of delivery. Closing out an open futures position is done by taking an opposite
position ("buying" a contract which has previously been "sold," "selling" a
contract previously "purchased") in an identical contract to terminate the
position. Brokerage commissions are incurred when a futures contract is bought
or sold.
Futures traders are required to make a good faith margin deposit in
cash or government securities with a broker or custodian to initiate and
maintain open positions in futures contracts. A margin deposit is intended to
assure completion of the contract (delivery or acceptance of the underlying
security) if it is not closed out prior to the specified delivery date. Minimal
initial margin requirements are established by the futures exchange and may be
changed. Brokers may establish deposit requirements which are higher than the
exchange minimums. Futures contracts are customarily purchased and sold on
margin deposits that may range upward from less than 5% of the value of the
contract being traded.
After a futures contract position is opened, the value of the contract
is marked-to-market daily. If the futures contract price changes to the extent
that the margin on deposit does not satisfy margin requirements, payment of
additional "variation" margin will be required. Conversely, change in the
contract value may reduce the required margin, resulting in a repayment of
excess margin to the contract holder. Variation margin payments are made to and
from the futures broker for as long as the contract remains open. The Fund
expects to earn interest income on its margin deposits.
Regulations of the CFTC applicable to each Fund limit the assets that
can be committed to futures transactions that do not constitute bona fide
hedging transactions. A Fund will sell futures contracts only to protect
securities it owns against price declines or purchase contracts to protect
against an increase in the price of securities it intends to purchase. As
evidence of this hedging interest, the Fund expects that approximately 75% of
its futures contract purchases will
18
<PAGE>
be "completed"; that is, equivalent amounts of related securities will have been
purchased or are being purchased by the Fund upon sale of open futures
contracts.
Although techniques other than the sale and purchase of futures
contracts could be used to control the exposure of Fund income to market
fluctuations, the use of futures contracts may be a more effective means of
hedging this exposure. While a Fund will incur commission expenses in both
opening and closing out futures positions, these costs are lower than
transaction costs incurred in the purchase and sale of underlying equity
securities.
For each Fund:
A Fund may also purchase and sell futures contracts on a foreign
currency. A Fund may sell a foreign currency futures contract to hedge against
possible variations in the exchange rate of the foreign currency in relation to
the U.S. dollar. In addition, a Fund may sell a foreign currency futures
contract when its adviser anticipates a general weakening of the foreign
currency exchange rate that could adversely affect the market values of that
Fund's foreign securities holdings. In this case, the sale of futures contracts
on the underlying currency may reduce the risk to the Fund caused by foreign
currency variations and, by so doing, provide an alternative to the liquidation
of securities positions in the Fund and resulting transaction costs. When a
Fund's adviser anticipates a significant foreign exchange rate increase while
intending to invest in a security denominated in a foreign currency, the Fund
may purchase a foreign currency futures contract to hedge against a rise in
foreign exchange rates pending completion of the anticipated transaction. Such a
purchase would serve as a temporary measure to protect the Fund against any rise
in the foreign exchange rate that may add additional costs to acquiring the
foreign security position.
A Fund may also purchase call or put options on foreign currency
futures contracts to obtain a fixed foreign exchange rate at limited risk. A
Fund may purchase a call option or write a put option on a foreign currency
futures contract to hedge against a rise in the foreign exchange rate while
intending to invest in a foreign security of the same currency. A Fund may
purchase put options on foreign currency futures contracts as a partial hedge
against a decline in the foreign exchange rates or the value of its foreign
portfolio securities. It may also write a call option on a foreign currency
futures contract as a partial hedge against the effects of declining foreign
exchange rates on the value of foreign securities.
When a purchase or sale of a futures contract is made by a Fund, it is
required to deposit with its custodian (or a broker, if legally permitted) a
specified amount of cash or U.S. Government securities ("initial margin"). The
margin required for a futures contract is set by the exchange on which the
contract is traded and may be modified during the term of the contract. The
initial margin is in the nature of a performance bond or good faith deposit on
the futures contract, which is returned to the Fund upon termination of the
contract assuming all contractual obligations have been satisfied. Under certain
circumstances, such as periods of high volatility, a Fund may be required by an
exchange to increase the level of its initial margin payment. Additionally,
initial margin requirements may be increased generally in the future by
regulatory action. A Fund expects to earn interest income on its initial margin
deposits. A futures contract held by a Fund is valued daily at the official
settlement price of the exchange on which it is traded. Each day the Fund pays
or receives cash, called "variation margin," equal to the daily change in value
of the futures contract. This process is known as "marking-to-market." Variation
margin does not
19
<PAGE>
represent a borrowing or loan by the Fund but is instead settlement between the
Fund and the broker of the amount one would owe the other if the futures
contract had expired on that date. In computing daily net asset value, a Fund
will mark-to-market its open futures positions.
A Fund is also required to deposit and maintain margin with respect to
put and call options on futures contracts and on certain foreign currencies
written by it. Such margin deposits will vary depending on the nature of the
underlying futures contract or currency (and the related initial margin
requirements), the current market value of the option and other options and
futures positions held by the Fund.
Although some futures contracts call for making or taking delivery of
the underlying securities, generally futures contracts are closed out prior to
delivery by offsetting purchases or sales of matching futures contracts
(involving the same currency, index or underlying security and delivery month).
If an offsetting purchase price is less than the original sale price, the Fund
realizes a gain, or if it is more, the Fund realizes a loss. If an offsetting
sale price is more than the original purchase price, the Fund realizes a gain,
or if it is less, the Fund realizes a loss. A Fund will also bear transaction
costs for each contract, which must be considered in these calculations.
The Corporation has filed on behalf of each Fund a notice of
eligibility for exclusion from the definition of the term "commodity pool
operator" with the CFTC and the National Futures Association, which regulate
trading in the futures markets. Under Section 4.5 of the regulations under the
Commodity Exchange Act, the notice of eligibility must include representations
that the Fund will use futures contracts and related options solely for bona
fide hedging purposes within the meaning of the CFTC regulations provided that a
Fund may hold futures contracts and related options that do not fall within the
definition of bona fide hedging transactions if, with respect to such
non-hedging transactions, the initial margin deposits plus premiums paid by that
Fund, less the amount by which any such options positions are "in-the-money" at
the time of purchase, would exceed 5% of the fair market value of the Fund's net
assets. A call option is "in-the-money" if the value of the futures contract
that is the subject of the option exceeds the exercise price. A put option is
"in-the-money" if the exercise price exceeds the value of the futures contract
that is the subject of the option. Foreign currency options traded on a
commodities exchange are considered commodity options for this purpose. In
addition, International Equity will not enter into futures contracts to the
extent that its outstanding obligations to purchase securities under those
contracts would exceed 20% of its total assets. Pursuant to an undertaking to a
state securities administrator, International Equity will not invest in puts,
calls, straddles, spreads, or any combination thereof if, as a result, the value
of its aggregate investment in such instruments would exceed 10% of its total
assets. Also pursuant to an undertaking to a state securities administrator,
International Equity will buy and sell options in the OTC market only when such
options are unavailable on exchanges, only when there is an active OTC market
for such options which could establish their pricing and liquidity, and only
with dealers having a minimum net worth of $20 million.
The requirements for qualification as a regulated investment company
for federal income tax purposes also may limit the extent to which a Fund may
engage in transactions in options, futures, or forward currency contracts. See
"Additional Tax Information."
20
<PAGE>
Risks Associated with Futures and Options
In considering a Fund's use of futures contracts and options,
particular note should be taken of the following:
(1) Positions in futures contracts may be closed out only on an
exchange or board of trade that provides a secondary market for such futures
contracts. Futures exchanges may limit the amount of fluctuation permitted in
certain futures contract prices during a single trading day. The daily limit
establishes the maximum amount that the price of a futures contract may vary
either up or down from the previous day's settlement price at the end of the
current trading session. Once the daily limit has been reached in a futures
contract subject to the limit, no more trades may be made on that day at a price
beyond that limit. The daily limit governs only price movements during a
particular trading day and therefore does not limit potential losses because the
limit may work to prevent the liquidation of unfavorable positions. For example,
futures prices have occasionally moved to the daily limit for several
consecutive trading days with little or no trading, thereby preventing prompt
liquidation of positions and subjecting some holders of futures contracts to
substantial losses.
(2) The ability to establish and close out positions in either futures
contracts or exchange-listed options is also subject to the maintenance of a
liquid secondary market. Consequently, it may not be possible for a Fund to
close a position and, in the event of adverse price movements, that Fund would
have to make daily cash payments of variation margin (except in the case of
purchased options). However, in the event futures contracts or options have been
used to hedge portfolio securities, such securities will not be sold until the
contracts can be terminated. In such circumstances, an increase in the price of
the securities, if any, may partially or completely offset losses on the futures
contract. However, there is no guarantee that the price of the securities will,
in fact, correlate with the price movements in the contracts and thus provide an
offset to losses on the contracts.
(3) Successful use by a Fund of futures contracts and options will
depend upon its adviser's ability to predict movements in the direction of the
overall securities, currency and interest rate markets, which may require
different skills and techniques than predicting changes in the prices of
individual securities. Moreover, futures contracts relate not to the current
level of the underlying instrument but to the anticipated levels at some point
in the future. There is, in addition, the risk that the movements in the price
of the futures contract will not correlate with the movements in prices of the
securities or currencies being hedged. For example, if the price of the futures
contract moves less than the price of the securities or currencies that are
subject to the hedge, the hedge will not be fully effective; however, if the
price of securities or currencies being hedged has moved in an unfavorable
direction, the Fund would be in a better position than if it had not hedged at
all. If the price of the securities or currencies being hedged has moved in a
favorable direction, this advantage may be partially offset by losses in the
futures position. In addition, if a Fund has insufficient cash, it may have to
sell assets from its investment portfolio to meet daily variation margin
requirements. Any such sale of assets may or may not be made at prices that
reflect the rising market; consequently, that Fund may need to sell assets at a
time when such sales are disadvantageous to it. If the price of the futures
contract moves more than the price of the underlying securities or currencies,
the Fund will experience either a loss or a gain
21
<PAGE>
on the futures contract that may or may not be completely offset by movements in
the price of the securities or currencies that are the subject of the hedge.
(4) The value of an option position will reflect, among other things,
the current market price of the underlying security, futures contract or
currency, the time remaining until expiration, the relationship of the exercise
price to the market price, the historical price volatility of the underlying
security, index, futures contract or currency and general market conditions. For
this reason, the successful use of options as a hedging strategy depends upon a
Fund's adviser's ability to forecast the direction of price fluctuations in the
underlying market or market sector.
(5) In addition to the possibility that there may be an imperfect
correlation, or no correlation at all, between price movements in the futures
position and the securities or currencies being hedged, movements in the prices
of futures contracts may not correlate perfectly with movements in the prices of
the hedged securities or currencies due to price distortions in the futures
market. There may be several reasons unrelated to the value of the underlying
securities or currencies that cause this situation to occur. First, as noted
above, all participants in the futures market are subject to initial and
variation margin requirements. If, to avoid meeting additional margin deposit
requirements or for other reasons, investors choose to close a significant
number of futures contracts through offsetting transactions, distortions in the
normal price relationship between the securities or currencies and the futures
markets may occur. Second, because the margin deposit requirements in the
futures market are less onerous than margin requirements in the securities
market, there may be increased participation by speculators in the futures
market; such speculative activity in the futures market also may cause temporary
price distortions. Third, participants could make or take delivery of the
underlying securities or currencies instead of closing out their contracts. As a
result, a correct forecast of general market trends may not result in successful
hedging through the use of futures contracts over the short term. In addition,
activities of large traders in both the futures and securities markets involving
arbitrage and other investment strategies may result in temporary price
distortions.
(6) Options normally have expiration dates of up to three years. The
exercise price of the options may be below, equal to or above the current market
value of the underlying security, index, futures contract or currency. Purchased
options that expire unexercised have no value, and a Fund will realize a loss in
the amount paid plus any transaction costs.
(7) Like options on securities and currencies, options on futures
contracts have a limited life. The ability to establish and close out options on
futures will be subject to the development and maintenance of liquid secondary
markets on the relevant exchanges or boards of trade. There can be no certainty
that liquid secondary markets for all options on futures contracts will develop.
(8) Purchasers of options on futures contracts pay a premium in cash at
the time of purchase. This amount and the transaction costs are all that is at
risk. Sellers of options on futures contracts, however, must post an initial
margin and are subject to additional margin calls that could be substantial in
the event of adverse price movements. In addition, although the maximum amount
at risk when a Fund purchases an option is the premium paid for the option and
the transaction costs, there may be circumstances when the purchase of an option
on a futures contract would result in a loss to the Fund when the use of a
futures contract would not, such as when there is no movement in the value of
the securities or currencies being hedged.
22
<PAGE>
(9) A Fund's activities in the futures and options markets may result
in a higher portfolio turnover rate and additional transaction costs in the form
of added brokerage commissions; however, a Fund also may save on commissions by
using such contracts as a hedge rather than buying or selling individual
securities or currencies in anticipation or as a result of market movements.
(10) A Fund may purchase and write both exchange-traded options and
options traded on the OTC market. The ability to establish and close out
positions on the exchanges is subject to the maintenance of a liquid secondary
market. Although each Fund intends to purchase or write only those
exchange-traded options for which there appears to be an active secondary
market, there is no assurance that a liquid secondary market will exist for any
particular option at any specific time. Closing transactions may be effected
with respect to options traded in the OTC markets (currently the primary markets
for options on debt securities and foreign currencies) only by negotiating
directly with the other party to the option contract, or in a secondary market
for the option if such market exists. Although a Fund will enter into OTC
options only with dealers that agree to enter into, and that are expected to be
capable of entering into, closing transactions with that Fund, there can be no
assurance that the Fund will be able to liquidate an OTC option at a favorable
price at any time prior to expiration. In the event of insolvency of the
contra-party, the Fund may be unable to liquidate an OTC option. Accordingly, it
may not be possible to effect closing transactions with respect to certain
options, with the result that the Fund would have to exercise those options that
it has purchased in order to realize any profit. With respect to options written
by a Fund, the inability to enter into a closing transaction may result in
material losses to the Fund. For example, because a Fund must maintain a covered
position with respect to any call option it writes on a security, futures
contract or currency, the Fund may not sell the underlying security, futures
contract or currency or invest any cash, U.S. government securities or other
liquid, high quality debt securities used as cover during the period it is
obligated under such option. This requirement may impair that Fund's ability to
sell a portfolio security or make an investment at a time when such a sale or
investment might be advantageous. Options traded on U.S. or other exchanges may
be subject to position and daily fluctuation limits which may limit the ability
of the Fund to reduce risk using such options and may limit their liquidity.
With respect to Global Government,
(11) Bond index options are settled exclusively in cash. If the Fund
purchases a put or call option on an index, the Fund will not know in advance
the difference, if any, between the closing value of the index on the exercise
date and the exercise price of the option itself. Thus, if the Fund exercises a
bond index option before the closing index value for that day is available, the
Fund runs the risk that the level of the underlying index may subsequently
change.
Special Risks Related to Foreign Currency Futures Contracts and Options on Such
Contracts and Options on Foreign Currencies
Buyers and sellers of foreign currency futures contracts are subject to
the same risks that apply to the use of futures generally. In addition, there
are risks associated with foreign currency futures contracts and their use as a
hedging device similar to those associated with options on foreign currencies
described below. Further, settlement of a foreign currency futures contract must
occur within the country issuing the underlying currency. Thus, a Fund must
accept or make
23
<PAGE>
delivery of the underlying foreign currency in accordance with any U.S. or
foreign restrictions or regulations regarding the maintenance of foreign banking
arrangements by U.S. residents and may be required to pay any fees, taxes or
charges associated with such delivery that are assessed in the issuing country.
Options on foreign currency futures contracts may involve certain
additional risks. The ability to establish and close out positions on such
options is subject to the maintenance of a liquid secondary market. To reduce
this risk, a Fund will not purchase or write options on foreign currency futures
contracts unless and until, in the opinion of its adviser, the market for such
options has developed sufficiently that the risks in connection with such
options are not greater than the risks in connection with transactions in the
underlying foreign currency futures contracts. Compared to the purchase or sale
of foreign currency futures contracts, the purchase of call or put options on
futures contracts involves less potential risk to a Fund because the maximum
amount at risk is the premium paid for the option (plus transaction costs).
However, there may be circumstances when the purchase of a call or put option on
a foreign currency futures contract would result in a loss, such as when there
is no movement in the price of the underlying currency or futures contract, when
the purchase of the underlying futures contract would not result in a loss.
The value of a foreign currency option depends upon the value of the
underlying currency relative to the U.S. dollar. As a result, the price of the
option position may vary with changes in the value of either or both currencies
and may have no relationship to the investment merits of a foreign security.
Because foreign currency transactions occurring in the interbank market involve
substantially larger amounts than those that may be involved in the use of
foreign currency options, investors may be disadvantaged by having to deal in an
odd lot market (generally consisting of transactions of less than $1 million)
for the underlying foreign currencies at prices that are less favorable than for
round lots.
There is no systematic reporting of last sale information for foreign
currencies or any regulatory requirement that quotations available through
dealers or other market sources be firm or revised on a timely basis. Quotation
information available is generally representative of very large transactions in
the interbank market and thus may not reflect relatively smaller transactions
(i.e., less than $1 million) where rates may be less favorable. The interbank
market in foreign currencies is a global, around-the-clock market. To the extent
that the U.S. options markets are closed while the markets for the underlying
currencies remain open, significant price and rate movements may take place in
the underlying markets that cannot be reflected in the options markets until
they reopen.
Additional Risks of Options on Securities, Futures Contracts, Options on Futures
and Forward Currency Exchange Contracts and Options Thereon Traded on Foreign
Exchanges
Options on securities, futures contracts, options on futures contracts,
currencies and options on currencies may be traded on foreign exchanges. Such
transactions may not be regulated as effectively as similar transactions in the
United States, may not involve a clearing mechanism and related guarantees and
are subject to the risk of governmental actions affecting trading in, or the
price of, foreign securities. The value of such positions also could be
adversely affected by (1) other complex foreign political, legal and economic
factors, (2) less available data
24
<PAGE>
than in the United States on which to make trading decisions, (3) delays in a
Fund's ability to act upon economic events occurring in foreign markets during
non-business hours in the United States, (4) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
United States and (5) less trading volume.
Cover for Strategies Involving Options, Futures and Forward Contracts
Global Government will not use leverage in its options, futures and
forward contract strategies. The Fund will not enter into an options, futures or
forward currency strategy that exposes it to an obligation to another party
unless it owns either (1) an offsetting ("covering") position in securities,
currencies or other options, futures or forward contracts or (2) cash,
receivables and liquid high quality debt securities with a value sufficient to
cover its potential obligations.
Each Fund will comply with guidelines established by the SEC with
respect to coverage of these strategies by mutual funds, and, if the guidelines
so require, will set aside cash and/or liquid, high-grade debt securities in a
segregated account with its custodian in the amount prescribed, as
marked-to-market daily. Securities, currencies or other options or futures
positions used for cover and securities held in a segregated account cannot be
sold or closed out while the strategy is outstanding, unless they are replaced
with similar assets. As a result, there is a possibility that the use of cover
or segregation involving a large percentage of a Fund's assets could impede
portfolio management or that Fund's ability to meet redemption requests or other
current obligations.
Forward Currency Exchange Contracts
A Fund may use forward currency exchange contracts to hedge against
uncertainty in the level of future exchange rates or, with respect to Global
Government, to enhance income. Forward contracts are generally considered to be
derivatives.
A Fund may enter into forward currency exchange contracts with respect
to specific transactions. For example, when a Fund anticipates purchasing or
selling a security denominated in a foreign currency, or when it anticipates the
receipt in a foreign currency of dividend or interest payments on a security
that it holds, that Fund may desire to "lock in" the U.S. dollar price of the
security or the U.S. dollar equivalent of such payment, as the case may be, by
entering into a forward contract for the purchase or sale, for a fixed amount of
U.S. dollars or foreign currency, of the amount of foreign currency involved in
the underlying transaction. That Fund will thereby attempt to protect itself
against a possible loss resulting from an adverse change in the relationship
between the currency exchange rates during the period between the date on which
the security is purchased or sold, or on which the payment is declared, and the
date on which such payments are made or received.
A Fund also may use forward currency exchange contracts to lock in the
U.S. dollar value of its portfolio positions, to increase its exposure to
foreign currencies that its adviser believes may rise in value relative to the
U.S. dollar or to shift its exposure to foreign currency fluctuations from one
country to another. For example, when a Fund's adviser believes that the
currency of a particular foreign country may suffer a substantial decline
relative to the U.S. dollar or another currency, it may enter into a forward
contract to sell the amount of the former foreign currency
25
<PAGE>
approximating the value of some or all of that Fund's securities denominated in
such foreign currency. These investment practices generally are referred to as
"cross-currency hedging" when two foreign currencies are involved. In
cross-currency hedging, a Fund may suffer losses on both currencies if their
values do not move as its adviser anticipates.
At or before the maturity date of a forward contract requiring a Fund
to sell a currency, that Fund may either sell a portfolio security and use the
sale proceeds to make delivery of the currency or retain the security and offset
its contractual obligation to deliver the currency by purchasing a second
contract pursuant to which the Fund will obtain, on the same maturity date, the
same amount of the currency that it is obligated to deliver. Similarly, a Fund
may close out a forward contract requiring it to purchase a specified currency
by entering into a second contract entitling it to sell the same amount of the
same currency on the maturity date of the first contract. A Fund would realize a
gain or loss as a result of entering into such an offsetting forward contract
under either circumstance to the extent the exchange rate or rates between the
currencies involved moved between the execution dates of the first contract and
the offsetting contract.
The precise matching of the forward contract amount and the value of
the securities involved will not generally be possible because the future value
of such securities in foreign currencies will change as a consequence of market
movements in the value of those securities between the date the forward contract
is entered into and the date it matures. Accordingly, it may be necessary for a
Fund to purchase additional foreign currency on the spot (i.e., cash) market
(and bear the expense of such purchase) if the market value of the security is
less than the amount of foreign currency the Fund is obligated to deliver and if
a decision is made to sell the security and make delivery of the foreign
currency. Conversely, it may be necessary to sell on the spot market some of the
foreign currency received upon the sale of the portfolio security if its market
value exceeds the amount of foreign currency the Fund is obligated to deliver.
The projection of short-term currency market movements is extremely
difficult, and the successful execution of a short-term hedging strategy is
highly uncertain. Forward contracts involve the risk that anticipated currency
movements will not be accurately predicted, causing a Fund to sustain losses on
these contracts and transaction costs. A Fund may enter into forward contracts
or maintain a net exposure to such contracts only if (1) the consummation of the
contracts would not obligate the Fund to deliver an amount of foreign currency
in excess of the value of the Fund's portfolio securities or other assets
denominated in that currency or (2) the Fund maintains cash, U.S. Government
securities or other liquid, high-grade debt securities in a segregated account
with the Fund's custodian, marked-to-market daily, in an amount not less than
the value of the Fund's total assets committed to the consummation of the
contract. Under normal circumstances, consideration of the prospect for currency
parities will be incorporated into the longer-term investment decisions made
with regard to overall diversification strategies. However, each Fund's adviser
believes that it is important to have the flexibility to enter into such forward
contracts when it determines that the best interests of that Fund will be
served. Some foreign currency forward contracts into which a Fund enters may be
illiquid.
The cost to a Fund of engaging in forward contracts varies with factors
such as the currencies involved, the length of the contract period and the
market conditions then prevailing. Because forward contracts are usually entered
into on a principal basis, no fees or commissions are involved. The use of
forward contracts does not eliminate fluctuations in the prices of the
26
<PAGE>
underlying securities a Fund owns or intends to acquire, but it does fix a rate
of exchange in advance. In addition, although forward contracts limit the risk
of loss due to a decline in the value of the hedged currencies, at the same time
they limit any potential gain that might result should the value of the
currencies increase.
Although each Fund values its assets daily in terms of U.S. dollars, it
does not intend to convert its holdings of foreign currencies into U.S. dollars
on a daily basis. Each Fund may convert foreign currency from time to time, and
investors should be aware of the costs of currency conversion. Although foreign
exchange dealers do not charge a fee for conversion, they do realize a profit
based on the difference between the prices at which they are buying and selling
various currencies. Thus, a dealer may offer to sell a foreign currency to a
Fund at one rate, while offering a lesser rate of exchange should that Fund
desire to resell that currency to the dealer.
The following information applies only to Global Government:
Foreign Currency Exchange-Related Securities and Foreign Currency Warrants
Foreign currency warrants entitle the holder to receive from their
issuer an amount of cash (generally, for warrants issued in the United States,
in U.S. dollars) that is calculated pursuant to a predetermined formula and
based on the exchange rate between a specified foreign currency and the U.S.
dollar as of the exercise date of the warrant. Foreign currency warrants
generally are exercisable upon their issuance and expire as of a specified date
and time. Foreign currency warrants have been issued in connection with U.S.
dollar-denominated debt offerings by major corporate issuers in an attempt to
reduce the foreign currency exchange risk that is inherent in the international
fixed income/debt marketplace. The formula used to determine the amount payable
upon exercise of a foreign currency warrant may make the warrant worthless
unless the applicable foreign currency exchange rate moves in a particular
direction.
Foreign currency warrants are severable from the debt obligations with
which they may be offered and may be listed on exchanges. Foreign currency
warrants may be exercisable only in certain minimum amounts, and an investor
wishing to exercise warrants who possesses less than the minimum number required
for exercise may be required either to sell the warrants or to purchase
additional warrants, thereby incurring additional transaction costs. In the case
of any exercise of warrants, there may be a time delay between the time a holder
of warrants gives instructions to exercise and the time the exchange rate
relating to exercise is determined, during which time the exchange rate could
change significantly, thereby affecting both the market and cash settlement
values of the warrants being exercised.
The expiration date of the warrants may be accelerated if the warrants
are delisted from an exchange or if their trading is suspended permanently,
which would result in the loss of any remaining "time value" of the warrants
(i.e., the difference between the current market value and the exercise value of
the warrants) and, in the case where the warrants were "out-of-the-money," in a
total loss of the purchase price of the warrants. Warrants are generally
unsecured obligations of their issuers and are not standardized foreign currency
options issued by the Options Clearing Corporation ("OCC"). Unlike foreign
currency options issued by OCC, the terms of foreign currency warrants generally
will not be amended in the event of governmental or regulatory actions affecting
exchange rates or in the event of the imposition of other regulatory controls
affecting the
27
<PAGE>
international currency markets. The initial public offering price of foreign
currency warrants is generally considerably in excess of the price that a
commercial user of foreign currencies might pay in the interbank market for a
comparable option involving significantly larger amounts of foreign currencies.
Foreign currency warrants are subject to significant foreign exchange risk,
including risks arising from complex political and economic factors.
Swaps, Caps, Collars and Floors
The Fund may enter into interest rate, currency and index swaps, and
may purchase and sell caps, collars and floors for hedging purposes or in an
effort to increase overall return. Interest rate swap transactions involve an
agreement between two parties under which one makes to the other periodic
payments based on a fixed rate of interest and receives in return periodic
payments based on a variable rate of interest; the rates are calculated on the
basis of a specified amount of principal (the "notional principal amount") for a
specified period of time. A currency swap is an agreement to exchange cash flows
based on changes in the value of an exchange rate; participants in currency
swaps may also exchange the principal amount. Index swaps link one of the
payments to the total return of a market portfolio. Cap and floor transactions
involve an agreement between two parties in which one agrees to pay the other
when a designated market interest rate, currency rate or index value goes above
(in the case of a cap) or below (in the case of a floor) a designated level on
predetermined dates or during a specified time period. In an interest rate
collar, one party agrees to pay the other when a designated market interest rate
either goes above a specified cap level or below a specified floor level, either
on predetermined dates or during a specified time period.
As with options and future transactions, successful use of swap
agreements depends on the Adviser's ability to predict movements in the
direction of the overall currency and interest rate markets. There might be
imperfect correlation between the value of a swap, cap, collar or floor
agreement and movements in the underlying interest rate or currency markets.
While swap agreements can offset the potential for loss on a position, they can
also limit the opportunity for gain by offsetting favorable price movements.
Swaps, caps, collars and floors can be highly volatile instruments. The
value of these agreements is dependent on the ability of the counterparty to
perform and is therefore linked to the counterparty's creditworthiness. The Fund
may also suffer a loss if it is unable to terminate an outstanding swap
agreement.
The Fund will enter into swaps, caps, collars and floors only with
parties deemed by its adviser to present a minimal risk of default during the
period of agreement. When the Fund enters into a swap, cap, collar or floor, it
will maintain a segregated account containing cash and high-quality liquid debt
securities equal to the payment, if any, due to the other party; where contracts
are on a net basis, only the net payment will be segregated. The Fund regards
caps, collars and floors as illiquid, and therefore subject to the Fund's 15%
limit on illiquid securities. There can be no assurance that the Fund will be
able to terminate a swap at the appropriate time. The Fund will sell caps,
collars and floors only to close out its positions in such instruments.
The swap market has grown substantially in recent years with a large
number of banks and investment banking firms acting both as principals and as
agents utilizing standardized swap
28
<PAGE>
documentation. Caps, collars and floors are more recent innovations for which
documentation is less standardized, and accordingly, they are less liquid than
swaps. The market for all of these instruments is largely unregulated. Swaps,
caps, collars and floors are generally considered "derivatives."
The Fund does not intend to purchase swaps, caps, collars, or floors
if, as a result, more than 5% of the Fund's net assets would thereby be placed
at risk.
Special Considerations Affecting Emerging Markets and International Equity:
Investing in equity securities of companies in emerging markets may
entail greater risks than investing in equity securities in developed countries.
These risks include (i) less social, political and economic stability; (ii) the
small current size of the markets for such securities and the currently low or
nonexistent volume of trading, which result in a lack of liquidity and in
greater price volatility; (iii) certain national policies which may restrict the
Fund's investment opportunities, including restrictions on investment in issuers
or industries deemed sensitive to national interests; (iv) foreign taxation; and
(v) the absence of developed structures governing private or foreign investment
or allowing for judicial redress for injury to private property. Investing in
the securities of companies in emerging markets may entail special risks
relating to the potential political and economic instability and the risks of
expropriation, nationalization, confiscation or the imposition of restrictions
on foreign investment, convertibility of currencies into U.S. dollars and on
repatriation of capital invested. In the event of such expropriation,
nationalization or other confiscation by any country, the Fund could lose its
entire investment in any such country.
Settlement mechanisms in emerging securities markets may be less
efficient and reliable than in more developed markets. In such emerging
securities markets there may be lengthy share registration periods during which
the Fund is unable to sell its securities, and there may be delivery delays or
failures in purchases and sales.
Most Latin American countries have experienced substantial, and in some
periods extremely high, rates of inflation for many years. Inflation and rapid
fluctuations in inflation rates and corresponding currency devaluations have had
and may continue to have negative effects on the economies and securities
markets of certain Latin American countries.
ADDITIONAL PURCHASE AND REDEMPTION INFORMATION
Each Fund offers two classes of shares, known as Primary Shares and
Navigator Shares. Primary Shares are available from Legg Mason and certain of
its affiliates, as well as from certain institutions having agreements with Legg
Mason. Navigator Shares are currently offered for sale only to Institutional
Clients, to clients of Trust Company for which Trust Company exercises
discretionary investment management responsibility, to qualified retirement
plans managed on a discretionary basis and having net assets of at least $200
million, and to The Legg Mason Profit Sharing Plan and Trust. Navigator Shares
may not be purchased by individuals directly, but Institutional Clients may
purchase shares for Customer Accounts maintained for individuals. Primary Shares
are available to all other investors.
29
<PAGE>
Future First Systematic Investment Plan
If you invest in Primary Shares, the Prospectus for those shares
explains that you may buy additional Primary Shares through the Future First
Systematic Investment Plan. Under this plan, you may arrange for automatic
monthly investments in Primary Shares of $50 or more by authorizing Boston
Financial Data Services ("BFDS"), the Funds' transfer agent, to prepare a check
each month drawn on your checking account. Each month the transfer agent will
send a check to your bank for collection, and the proceeds of the check will be
used to buy Primary Shares at the per share net asset value determined on the
day the check is sent to your bank. You will receive a quarterly account
statement. You may terminate the Future First Systematic Investment Plan at any
time without charge or penalty. Forms to enroll in the Future First Systematic
Investment Plan are available from any Legg Mason or affiliated office.
Purchases by Check
In making purchases of Fund shares by check, you should be aware that
checks drawn on a member bank of the Federal Reserve System will normally be
converted to federal funds and used to purchase shares of the Fund within two
business days of receipt by Legg Mason. Legg Mason is closed on the days that
the New York Stock Exchange ("Exchange") is closed, which are listed under
"Valuation of Fund Shares" on page 36. Checks drawn on banks that are not
members of the Federal Reserve System may take up to nine business days to be
converted.
Systematic Withdrawal Plan
If you own Primary Shares with a net asset value of $5,000 or more, you
may also elect to make systematic withdrawals from your Fund account of a
minimum of $50 on a monthly basis. The amounts paid to you each month are
obtained by redeeming sufficient Primary 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"),
Self-Employed Individual Retirement Plan ("Keogh Plan"), Simplified Employee
Pension Plan ("SEP") or other qualified retirement plan. You may change the
monthly amount to be paid to you without charge not more than once a year by
notifying Legg Mason or the affiliate with which you have an account.
Redemptions will be made at the Primary Shares' net asset value determined as of
the close of regular trading 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 regular trading of the
Exchange on the preceding business day. The check for the withdrawal payment
will usually be mailed to you on the next business day following redemption. If
you elect to participate in the Systematic Withdrawal Plan, dividends and
distributions on all Primary Shares in your account must be automatically
reinvested in Primary Shares. You may terminate the Systematic Withdrawal Plan
at any time without charge or penalty. Each Fund, its transfer agent, and Legg
Mason also reserve the right to modify or terminate the Systematic Withdrawal
Plan at any time.
Withdrawal payments are treated as a sale of shares rather than as a
dividend or a capital gain distribution. These payments are taxable to the
extent that the total amount of the payments
30
<PAGE>
exceeds the tax basis of the shares sold. If the periodic withdrawals exceed
reinvested dividends and other distributions, the amount of your original
investment may be correspondingly reduced.
Ordinarily, you should not purchase additional shares of the Fund in
which you have an account if you maintain a Systematic Withdrawal Plan because
you may incur tax liabilities in connection with such purchases and withdrawals.
Each Fund will not knowingly accept purchase orders from you for additional
shares if you maintain a Systematic Withdrawal Plan unless your purchase is
equal to at least one year's scheduled withdrawals. In addition, if you maintain
a Systematic Withdrawal Plan you may not make periodic investments under the
Future First Systematic Investment Plan.
Redemption Services
Each Fund reserves the right to modify or terminate the wire or
telephone redemption services described in the Prospectuses at any time.
The date of payment may not be postponed for more than seven days, and
the right of redemption may not be suspended except (a) for any period during
which the Exchange is closed (other than for customary weekend and holiday
closings), (b) when trading in markets a Fund normally utilizes is restricted or
an emergency, as defined by rules and regulations of the SEC, exists, making
disposal of that Fund's investments or determination of its net asset value not
reasonably practicable, or (c) for such other periods as the SEC, by order, may
permit for protection of a Fund's shareholders. In the case of any such
suspension, you may either withdraw your request for redemption or receive
payment based upon the net asset value next determined after the suspension is
lifted.
Each Fund reserves the right under certain conditions, to honor any
request or combination of requests for redemption from the same shareholder in
any 90-day period, totaling $250,000 or 1% of the net assets of the Fund,
whichever is less, by making payment in whole or in part by securities valued in
the same way as they would be valued for purposes of computing that Fund's net
asset value per share. If payment is made in securities, a shareholder generally
will incur brokerage expenses in converting those securities into cash and will
be subject to fluctuation in the market price of those securities until they are
sold. Each Fund does not redeem in kind under normal circumstances, but would do
so where its adviser determines that it would be in the best interests of the
shareholders as a whole.
Foreign securities exchanges may be open for trading on days when the
Funds are not open for business. The net asset value of Fund shares may be
significantly affected on days when investors do not have access to their
respective Fund to purchase and redeem shares.
No charge is made for redemption from the Global Government and
International Equity Funds. There is a 2% redemption transaction fee charged for
redemptions within one year of purchase of Emerging Markets. The redemption
transaction fee is paid to the Fund to reimburse the Fund for transaction costs
it incurs entering into positions in emerging market securities and liquidating
them in order to fund redemptions.
31
<PAGE>
ADDITIONAL TAX INFORMATION
The following is a general summary of certain federal tax
considerations affecting each Fund and its shareholders. Investors are urged to
consult their own tax advisers for more detailed information regarding any
federal, state or local taxes that may be applicable to them.
General
In order to qualify or continue to qualify for treatment as a regulated
investment company ("RIC") under the Internal Revenue Code of 1986, as amended
("Code"), a Fund must distribute annually to its shareholders at least 90% of
its investment company taxable income (generally, net investment income, net
short-term capital gain, and net gains from certain foreign currency
transactions, if any) ("Distribution Requirement") and must meet several
additional requirements. For each Fund, these requirements include the
following: (1) the Fund must derive at least 90% of its gross income each
taxable year from dividends, interest, payments with respect to securities loans
and gains from the sale or other disposition of securities or foreign
currencies, or other income (including gains from options, futures or forward
currency contracts) derived with respect to its business of investing in
securities or those currencies ("Income Requirement"); (2) the Fund must derive
less than 30% of its gross income each taxable year from the sale or other
disposition of securities, or any of the following, that were held for less than
three months -- options or futures (other than those on foreign currencies), or
foreign currencies (or options, futures or forward contracts thereon) that are
not directly related to the Fund's principal business of investing in securities
(or options and futures with respect to securities) ("Short-Short Limitation");
(3) at the close of each quarter of the Fund's taxable year, at least 50% of the
value of its total assets must be represented by cash and cash items, U.S.
Government securities, securities of other RICs and other securities, with those
other securities limited, in respect of any one issuer, to an amount that does
not exceed 5% of the value of the Fund's total assets and does not represent
more than 10% of the issuer's outstanding voting securities; and (4) at the
close of each quarter of the Fund's taxable year, not more than 25% of the value
of its total assets may be invested in the securities (other than U.S.
Government securities or the securities of other RICs) of any one issuer.
If Fund shares are sold at a loss after being held for six months or
less, the loss will be treated as a long-term, instead of a short-term, capital
loss to the extent of any capital gain distributions received on those shares.
Investors also should be aware that if shares are purchased shortly before the
record date for any dividend or other distribution, the investor will pay full
price for the shares and receive some portion of the price back as a taxable
distribution.
Each Fund will be subject to a nondeductible 4% excise tax ("Excise
Tax") to the extent it fails to distribute by the end of any calendar year
substantially all of its ordinary income for that year and capital gain net
income for the one-year period ending on October 31 of that year, plus certain
other amounts. For this and other purposes, dividends and other distributions
declared by a Fund in December of any year and payable to shareholders of record
on a date in that month will be deemed to have been paid by the Fund and
received by the shareholders on December 31 if the distributions are paid by the
Fund during the following January. Accordingly, those distributions will be
taxed to shareholders for the year in which that December 31 falls.
32
<PAGE>
Foreign Securities
Each Fund may invest in the stock of "passive foreign investment
companies" ("PFICs"). A PFIC is a foreign corporation that, in general, meets
either of the following tests: (i) at least 75% of its gross income is passive
or (ii) an average of at least 50% of its assets produce, or are held for the
production of, passive income. Under certain circumstances, a Fund will
be subject to federal income tax on a portion of any "excess distribution"
received on the stock of a PFIC or of any gain on disposition of the
stock (collectively "PFIC income"), plus interest thereon, even if the Fund
distributes the PFIC income as a taxable dividend to its shareholders.
The balance of the PFIC income will be included in the Fund's investment
company taxable income and, accordingly, will not be taxable to it to the
extent that income is distributed to its shareholders.
If a Fund invests in a PFIC and elects to treat the PFIC as a
"qualified electing fund," then in lieu of the foregoing tax and interest
obligation, the Fund would be required to include in income each year its pro
rata share of the qualified electing fund's annual ordinary earnings and net
capital gain (the excess of net long-term capital gain over net short-term
capital loss) -- which probably would have to be distributed to satisfy the
Distribution Requirement and avoid imposition of the Excise Tax -- even if those
earnings and gain were not received by the Fund. In most instances it will be
very difficult, if not impossible, to make this election because of certain
requirements thereof.
Proposed regulations have been published pursuant to which open-end
RICs, such as the Funds, would be entitled to elect to "mark-to-market" their
stock in certain PFICs. "Marking-tomarket," in this context, means recognizing
as gain for each taxable year the excess, as of the end of that year, of the
fair market value of each such PFIC's stock over the adjusted basis in that
stock (including mark-to-market gain for each prior year for which an election
was in effect).
Gains or losses (i) from the disposition of foreign currencies, (ii)
from the disposition of debt securities denominated in foreign currency that are
attributable to fluctuations in the value of the foreign currency between the
date of acquisition of each security and the date of dispostion, and (iii) that
are attributable to fluctuations in exchange rates that occur between the time a
Fund accrues dividends, interest or other receivables or accrues expenses or
other liabilities denominated in a foreign currency and the time the Fund
actually collects the receivables or pays the liabilities, generally will be
treated as ordinary income or loss. These gains or losses, referred to under the
Code as "section 988" gains or losses, may increase or decrease the amount of a
Fund's investment company taxable income to be distributed to its shareholders.
Options, Futures, Forward Currency Contracts and Foreign Currencies
The use of hedging strategies, such as writing (selling) and purchasing
options and futures contracts and entering into forward currency contracts,
involves complex rules that will determine for income tax purposes the character
and timing of recognition of the gains and losses a Fund realizes in connection
therewith. Gains from the disposition of foreign currencies (except certain
gains that may be excluded by future regulations), and gains from options,
futures and forward currency contracts derived by a Fund with respect to its
business of investing in securities and foreign currencies, will qualify as
permissible income under the Income Requirement. However, income from the
disposition of options and futures contracts (other than those on foreign
33
<PAGE>
currencies) will be subject to the Short-Short Limitation if they are held for
less than three months. Income from the disposition of foreign currencies, and
options, futures and forward contracts on foreign currencies, that are not
directly related to a Fund's principal business of investing in securities (or
options and futures with respect to securities) also will be subject to the
Short-Short Limitation if they are held for less than three months.
If a Fund satisfies certain requirements, any increase in value of a
position that is part of a "designated hedge" will be offset by any decrease in
value (whether realized or not) of the offsetting hedging position during the
period of the hedge for purposes of determining whether the Fund satisfies the
Short-Short Limitation. Thus, only the net gain, if any, from the designated
hedge will be included in gross income for purposes of that limitation. Each
Fund will consider whether it should seek to qualify for this treatment for its
hedging transactions. To the extent a Fund does not so qualify, it may be forced
to defer the closing out of certain options, futures and forward currency
contracts beyond the time when it otherwise would be advantageous to do so, in
order for that Fund to qualify as a RIC.
Certain options and futures in which a Fund may invest will be "section
1256 contracts." Section 1256 contracts held by a Fund at the end of each
taxable year, other than section 1256 contracts that are part of a "mixed
straddle" with respect to which the Fund has made an election not to have the
following rules apply, must be "marked-to-market" (that is, treated as sold for
their fair market value) for federal income tax purposes, with the result that
unrealized gains or losses will be treated as though they were realized. Sixty
percent of any net gain or loss recognized on these deemed sales, and 60% of any
net realized gain or loss from any actual sales of section 1256 contracts, will
be treated as long-term capital gain or loss, and the balance will be treated as
short-term capital gain or loss. Section 1256 contracts also may be
marked-to-market for purposes of the Excise Tax.
Code section 1092 (dealing with straddles) also may affect the taxation
of options and futures contracts in which a Fund may invest. Section 1092
defines a "straddle" as offsetting positions with respect to personal property;
for these purposes, options and futures contracts are personal property. Section
1092 generally provides that any loss from the disposition of a position in a
straddle may be deducted only to the extent the loss exceeds the unrealized gain
on the offsetting position(s) of the straddle. Section 1092 also provides
certain "wash sale" rules, which apply to transactions where a position is sold
at a loss and a new offsetting position is acquired within a prescribed period,
and "short sale" rules applicable to straddles. If a Fund makes certain
elections, the amount, character and timing of the recognition of gains and
losses from the affected straddle positions would be determined under rules that
vary according to the elections made. Because only a few of the regulations
implementing the straddle rules have been promulgated, the tax consequences to a
Fund of straddle transactions are not entirely clear.
Global Government may invest in Brady Bonds (as described in the Fund's
Prospectus) and other Sovereign Debt that are purchased with "market discount"
(collectively, "market discount securities"). For these purposes, market
discount is the amount by which a security's purchase price is exceeded by its
stated redemption price at maturity or, in the case of a security that was
issued with original issue discount ("OID"), the sum of its issue price plus
accrued OID, except that market discount less than the product of (i) 0.25% of
the redemption price at maturity times (ii) the number of complete years to
maturity after the taxpayer acquired the security is disregarded.
34
<PAGE>
Market discount generally is accrued ratably, on a daily basis, over the period
from the acquisition date to the date of maturity. Gain on the disposition of a
market discount security (other than one with a fixed maturity date within one
year from its issuance), generally is treated as ordinary income, rather than
capital gain, to the extent of the security's accrued market discount at the
time of disposition. In lieu of treating the disposition gain as above, Global
Government may elect to include market discount in its gross income currently,
for each taxable year to which it is attributable.
Miscellaneous
If a Fund invests in shares of common stock or preferred stock or
otherwise holds dividend-paying securities as a result of exercising a
conversion privilege, a portion of the dividends from its investment company
taxable income (whether paid in cash or reinvested in additional Fund shares)
may be eligible for the dividends-received deduction allowed to corporations.
The eligible portion may not exceed the aggregate dividends received by the Fund
from U.S. corporations. However, dividends received by a corporate shareholder
and deducted by it pursuant to the dividends-received deduction are subject
indirectly to the alternative minimum tax.
Original Issue Discount and "Pay-in-Kind" Securities (Global Government only)
Global Government may purchase zero coupon or other debt securities
issued with OID. As a holder of those securities, the Fund must include in its
income the OID that accrues thereon during the taxable year, even if it receives
no corresponding payment on the securities during the year. Similarly, the Fund
must include in its gross income securities it receives as "interest" on
payin-kind securities. Because the Fund annually must distribute substantially
all of its investment company taxable income, including any OID and other
non-cash income, to satisfy the Distribution Requirement and avoid imposition of
the Excise Tax, it may be required in a particular year to distribute as a
dividend an amount that is greater than the total amount of cash it actually
receives. Those distributions will be made from the Fund's cash assets or from
the proceeds of sales of portfolio securities, if necessary. The Fund may
realize capital gains or losses from those dispositions, which would increase or
decrease its investment company taxable income and/or net capital gain . In
addition, any such gains may be realized on the disposition of securities held
for less than three months. Because of the Short-Short Limitation, any such
gains would reduce the Fund's ability to sell other securities (and certain
options, futures, forward currency contracts and foreign currencies) held for
less than three months that it might wish to sell in the ordinary course of its
portfolio management.
PERFORMANCE INFORMATION
Total Return Calculations Average annual total return quotes used in a
Fund's advertising and other promotional materials ("Performance
Advertisements") are calculated according to the following formula:
P(1+T)n = ERV
where: P = a hypothetical initial payment of $1,000
T = average annual total return
35
<PAGE>
n = number of years
ERV = ending redeemable value of
a hypothetical $1,000 payment made
at the beginning of that period.
Under the foregoing formula, the time periods used in Performance
Advertisements will be based on rolling calendar quarters, updated at least to
the last day of the most recent quarter prior to submission of the Performance
Advertisements for publication. Total return, or "T" in the formula above, is
computed by finding the average annual change in the value of an initial $1,000
investment over the period. In calculating the ending redeemable value, all
dividends and other distributions by a Fund are assumed to have been reinvested
at net asset value on the reinvestment dates during the period.
For Global Government:
YIELD Yields used in the Fund's Performance Advertisements are
calculated by dividing the Fund's net investment income for a 30-day period
("Period"), by the average number of shares entitled to receive dividends during
the Period, and expressing the result as an annualized percentage (assuming
semi-annual compounding) of the maximum offering price per share at the end of
the Period. Yield quotations are calculated according to the following formula:
YIELD = 2 [(a-b + 1)6] - 1
---
cd
where: a = dividends and interest earned
during the Period
b = expenses accrued for the Period
(net of reimbursements)
c = the average daily number of
shares outstanding during the
period that were entitled to
receive dividends
d = the maximum offering price per
share on the last day of the
Period.
Except as noted below, in determining net investment income earned
during the Period (variable "a" in the above formula), the Fund calculates
interest earned on each debt obligation held by it during the Period by (1)
computing the obligation's yield to maturity based on the market value of the
obligation (including actual accrued interest) on the last business day of the
Period or, if the obligation was purchased during the Period, the purchase price
plus accrued interest and (2) dividing the yield to maturity by 360, and
multiplying the resulting quotient by the market value of the obligation
(including actual accrued interest). Once interest earned is calculated in this
fashion for each debt obligation held by the Fund, interest earned during the
Period is then determined by totaling the interest earned on all debt
obligations. For purposes of these calculations, the maturity of an obligation
with one or more call provisions is assumed to be the next on which the
obligation reasonably can be expected to be called or, if none, the maturity
date. The Fund's yield for the thirty-day period ended December 31, 1995 was
6.64%. The yields would have been lower if the Fund's adviser had not waived
certain fees and expenses.
36
<PAGE>
With respect to the treatment of discount and premium on
mortgage-backed and other asset-backed obligations that are expected to be
subject to monthly payments of principal and interest ("paydowns"): (1) the Fund
accounts for gain or loss attributable to actual paydowns as an increase or
decrease in interest income during the period and (2) the Fund accrues the
discount and amortizes the premium on the remaining obligation, based on the
cost of the obligation, to the weighted average maturity date or, if weighted
average maturity information is not available, to the remaining term of the
obligation.
The following table shows the value, as of the end of each fiscal year,
of a hypothetical investment of $10,000 made in Global Government at the Fund's
commencement of operations on April 15, 1993. The table assumes that all
dividends and other distributions are reinvested in the Fund. It includes the
effect of all charges and fees applicable to shares the Fund has paid. (There
are no fees for investing or reinvesting in the Fund, and there are no
redemption fees.) It does not include the impact of any income taxes that an
investor would pay on such distributions.
Value of Original Shares
Plus Shares Obtained Value of Shares Acquired
Fiscal Through Reinvestment of Through Reinvestment of Total
Year Capital Gain Distributions Income Dividends Value
- --------------------------------------------------------------------------------
1993* $10,311 $365 $10,676
1994 9,578 948 10,526
1995 10,361 2,355 12,716
*April 15, 1993 (commencement of operations) to December 31, 1993.
If the investor had not reinvested dividends and other distributions,
the total value of the hypothetical investment as of December 31, 1995 would
have been $10,320, and the investor would have received a total of $2,144 in
distributions. Returns would have been lower if Global Government's adviser had
not waived/reimbursed certain Fund expenses during the fiscal years 1993 through
1994.
The following table shows the value, as of the end of each fiscal year,
of a hypothetical investment of $10,000 made in International Equity at the
Fund's commencement of operations on February 17, 1995. The table assumes that
all dividends and other distributions are reinvested in the Fund. It includes
the effect of all charges and fees applicable to shares the Fund has paid.
(There are no fees for investing or reinvesting in the Fund, and there are no
redemption fees.) It does not include the impact of any income taxes that an
investor would pay on such distributions.
37
<PAGE>
Value of Original Shares
Plus Shares Obtained Value of Shares Acquired
Fiscal Through Reinvestment of Through Reinvestment of Total
Year Capital Gain Distributions Income Dividends Value
- --------------------------------------------------------------------------------
1995* $10,771 $40 $10,811
*February 17, 1995 (commencement of operations) to December 31, 1995.
If the investor had not reinvested dividends and other distributions,
the total value of the hypothetical investment as of December 31, 1995 would
have been $10,700, and the investor would have received a total of $110 in
distributions. Returns would have been lower if International Equity's adviser
had not waived/reimbursed certain Fund expenses during the fiscal year 1995.
The tables above are based only on Primary Shares. As of the date of
this Statement of Additional Information, Navigator Shares have no performance
history.
For each Fund:
In performance advertisements each Fund may compare its total return
with data published by Lipper Analytical Services, Inc. ("Lipper") for U.S.
government funds and corporate bond (BBB) funds, CDA Investment Technologies,
Inc. ("CDA"), Wiesenberger Investment Companies Service ("Wiesenberger"), or
Morningstar Mutual Funds ("Morningstar"), or with the performance of U.S.
Treasury securities of various maturities, recognized stock, bond and other
indexes, including (but not limited to) the Salomon Brothers Bond Index,
Shearson Lehman Bond Index, Shearson Lehman Government/Corporate Bond Index, the
Standard & Poor's 500 Composite Stock Price Index ("S&P 500"), Morgan Stanley
Capital International World Indices, including, among others, the Morgan Stanley
Capital International Europe, Australia, Far East Index ("EAFE Index"), Morgan
Stanley Capital International Emerging Markets Free Index ("EMF"), Salomon
Brothers World Government Bond Index, Value Line, the Dow Jones Industrial
Average, and changes in the Consumer Price Index as published by the U.S.
Department of Commerce.
A Fund also may refer in such materials to mutual fund performance
rankings and other data, such as comparative asset, expense and fee levels with
funds having similar investment objectives, published by Lipper, CDA,
Wiesenberger or Morningstar. Performance Advertisements also may refer to
discussions of a Fund 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, BARRONS, FORTUNE and THE
NEW YORK TIMES.
Global Government invests primarily in fixed-income securities and
International Equity and Emerging Markets each invests primarily in global
equity securities, as described in the Prospectuses. Each Fund does not
generally invest in the equity securities that make up the S&P 500 or the Dow
Jones indices. Comparison with such indices is intended to show how an
investment in either Fund behaved as compared to indices that are often taken as
a measure of performance of the equity market as a whole. The indices, like each
Fund's total return, assume
38
<PAGE>
reinvestment of all dividends and other distributions. They do not take into
account the costs or the tax consequences of investing.
Each Fund may include discussions or illustrations describing the
effects of compounding in performance advertisements. "Compounding" refers to
the fact that, if dividends or other distributions on an investment in a Fund
are reinvested in additional Fund shares, any future income or capital
appreciation of that Fund would increase the value, not only of the original
Fund investment, but also of the additional Fund shares received through
reinvestment. As a result, the value of the Fund investment would increase more
quickly than if dividends or other distributions had been paid in cash.
Each Fund 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 a Fund's performance to CD performance, investors should keep in mind
that bank CDs are insured in whole or in 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. Fund shares are not insured or guaranteed by
the U.S. Government and returns and net asset value will fluctuate. The
securities held by a Fund generally have longer maturities than most CDs and may
reflect interest rate fluctuations for longer-term securities. An investment in
each Fund involves greater risks than an investment in certificates of deposit.
Fund advertisements may reference the history of the distributor and
its affiliates, and the education and experience of the portfolio manager.
Advertisements may also describe techniques each Fund's adviser employs in
selecting among the sectors of the fixed-income market and adjusting average
portfolio maturity. In particular, the advertisements may focus on the
techniques of 'value investing'. With value investing, a Fund's adviser invests
in those securities it believes to be undervalued in relation to the long-term
earning power or asset value of their issuers. Securities may be undervalued
because of many factors, including market decline, poor economic conditions,
tax-loss selling, or actual or anticipated unfavorable developments affecting
the issuer of the security. Batterymarch believes that the securities of sound,
well-managed companies that may be temporarily out of favor due to earnings
declines or other adverse developments are likely to provide a greater total
return than securities with prices that appear to reflect anticipated favorable
developments and that are therefore subject to correction should any unfavorable
developments occur.
In advertising, a Fund may illustrate hypothetical investment plans
designed to help investors meet long-term financial goals, such as saving for a
child's college education or for retirement. Sources such as the Internal
Revenue Service, the Social Security Administration, the Consumer Price Index
and Chase Global Data and Research may supply data concerning interest rates,
college tuitions, the rate of inflation, Social Security benefits, mortality
statistics and other relevant information. A Fund may use other recognized
sources as they become available.
A Fund may use data prepared by Ibbotson Associates of Chicago,
Illinois ("Ibbotson") to compare the returns of various capital markets and to
show the value of a hypothetical investment in a capital market. Ibbotson relies
on different indices to calculate the performance of common stocks, corporate
and government bonds and Treasury bills.
39
<PAGE>
A Fund may illustrate and compare the historical volatility of
different portfolio compositions where the performance of stocks is represented
by the performance of an appropriate market index, such as the S&P 500 and the
performance of bonds is represented by a nationally recognized bond index, such
as the Lehman Brothers Long-Term Government Bond Index.
A Fund may also include in advertising biographical information on key
investment and managerial personnel.
A Fund may advertise examples of the potential benefits of periodic
investment plans, such as dollar cost averaging, a long-term investment
technique designed to lower average cost per share. Under such a plan, an
investor invests in a mutual fund at regular intervals a fixed dollar amount,
thereby purchasing more shares when prices are low and fewer shares when prices
are high. Although such a plan does not guarantee profit or guard against loss
in declining markets, the average cost per share could be lower than if a fixed
number of shares were purchased at the same intervals. Investors should consider
their ability to purchase shares through periods of low prices.
A Fund may discuss Legg Mason's tradition of service. Since 1899, Legg
Mason and its affiliated companies have helped investors address their specific
investment goals and have provided a full spectrum of financial services. Legg
Mason affiliates serve as investment advisors for private accounts and mutual
funds with assets of more than $31 billion as of December 31, 1995.
In advertising, a Fund may discuss the advantages of saving through
tax-deferred retirement plans or accounts, including the advantages and
disadvantages of "rolling over" a distribution from a retirement plan into an
IRA, factors to consider in determining whether you qualify for such a rollover,
and the other options available. These discussions may include graphs or other
illustrations that compare the growth of a hypothetical tax-deferred investment
to the after-tax growth of a taxable investment.
A Fund may include in advertising and sales literature descriptive
material relating to both domestic and international economic conditions
including but not limited to discussions regarding the effects of inflation as
well as discussions which compare the growth of various world equity markets. A
Fund may depict the historical performance of the securities in which that Fund
may invest over periods reflecting a variety of market or economic conditions
whether alone or in comparison with alternative investments, performance indexes
of those investments or economic indicators. A Fund may also describe its
portfolio holdings and depict its size, the number and make-up of its
shareholder base and other descriptive factors concerning that Fund.
A Fund may discuss its investment adviser's philosophy regarding
international investing. Recognizing the differing evolutionary stages of the
distinct emerging market segments, each Fund's adviser, intent on participating
in all of these marketplaces, does not apply a uniform investment process and
approach to its different marketplaces. As a result, an adviser's investment
processes for the U.S., non-U.S. developed countries and emerging markets are
distinct. Well-defined disciplines appropriate to the respective markets are
applied within the company's framework of strong, experienced management, sound
fundamental research and analysis, and superior data and modeling resources.
40
<PAGE>
Batterymarch, adviser to International Equity and Emerging Markets, is
recognized as a "pioneer" in international investing and is well-known in the
investment community. Batterymarch has been applying a consistent investment
discipline in the international markets for over 10 years.
VALUATION OF FUND SHARES
As described in the Prospectuses, securities for which market
quotations are readily available are valued at current market value. Securities
are valued at the last sale price for a comparable position on the day the
securities are being valued or, lacking any sales on such day, at the last
available bid price. In cases where securities are traded on more than one
market, the securities are generally valued on the market considered by each
Fund's adviser as the primary market. Trading in securities on European and Far
Eastern securities exchanges and over-the-counter markets is normally completed
well before the close of the business day in New York. Each Fund is open for
business and its net asset value is calculated each day the Exchange is open for
business. The Exchange currently observes the following holidays: New Year's
Day, Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving, and Christmas.
All investments valued in foreign currency are valued daily in U.S.
dollars on the basis of the foreign currency exchange rate prevailing at the
time such valuation is determined. Foreign currency exchange rates are generally
determined prior to the close of trading on the Exchange. Occasionally, events
affecting the value of foreign investments and such exchange rates occur between
the time at which they are determined and the close of trading on the Exchange.
Such investments will be valued at their fair value, as determined in good faith
by or under the direction of the Board of Directors. Foreign currency exchange
transactions of a Fund occurring on a spot basis are valued at the spot rate for
purchasing or selling currency prevailing on the foreign exchange market.
Securities trading in emerging markets may not take place on all days
on which the Exchange is open. Further, trading takes place in Japanese markets
on certain Saturdays and in various foreign markets on days on which the
Exchange is not open. Consequently, the calculation of a Fund's net asset value
therefore may not take place contemporaneously with the determination of the
prices of securities held by the Fund.
TAX-DEFERRED RETIREMENT PLANS
Investors may invest in shares of a Fund through IRAs, Keogh Plans,
SEPs and other qualified retirement plans. In general, income earned through the
investment in assets of qualified retirement plans is not taxed to the
beneficiaries thereof until the income is distributed to them. Investors who are
considering establishing such a plan should consult their attorneys or tax
advisers with respect to individual tax questions. The option of investing in
these plans through regular payroll deductions may be arranged with a Legg Mason
or affiliated investment executive and your employer. Additional information
with respect to these plans is available upon request from any Legg Mason or
affiliated investment executive.
41
<PAGE>
Individual Retirement Account - IRA
Certain Primary Share investors may obtain tax advantages by
establishing an IRA. 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, then you may deduct cash
contributions made to an IRA in an amount for each taxable year not exceeding
the lesser of 100% of your earned income or $2,000. 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 $2,250 to the two IRAs, provided
that the contribution to either does not exceed $2,000. If you and your spouse
are both employed and neither of you is an active participant in a qualified
employer or government retirement plan and you establish separate IRAs, you each
may contribute all of your earned income, up to $2,000 each, and thus may
together receive tax deductions of up to $4,000 for contributions to your IRAs.
If your employer's plan qualifies as a SEP, permits voluntary contributions and
meets certain other requirements, you may make voluntary contributions to that
plan that are treated as deductible IRA contributions.
Even if you are not in one of the categories described in the preceding
paragraph, you may find it advantageous to invest in Primary Shares through
non-deductible IRA contributions, up to certain limits, because all dividends
and capital gain distributions on your Primary Shares are then not immediately
taxable to you or the IRA; they become taxable only when distributed to you. To
avoid penalties, your interest in an IRA must be distributed, or start to be
distributed, to you not later than the end of the taxable year in which you
attain age 70 1/2. Distributions made before age 59 1/2, in addition to being
taxable, generally are subject to a penalty equal to 10% of the distribution,
except in the case of death or disability, where the distribution is rolled over
into another qualified plan, or certain other situations.
Self-Employed Individual Retirement Plan - Keogh Plan
Legg Mason makes available to self-employed individuals a Plan and
Trustee Agreement for a Keogh Plan through which Primary Shares may be
purchased. You have the right to use a bank of your own choice to provide these
services at your own cost. There are penalties for distributions from a Keogh
Plan prior to age 59 1/2, except in the case of death or disability.
Simplified Employee Pension Plan - SEP
Legg Mason also makes available to corporate and other employers a
Simplified Employee Pension Plan for investment in Primary Shares.
Withholding at the rate of 20% is required for federal income tax
purposes on distributions eligible for rollover 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 to withholding at the rate of 10%
(depending on the type and amount of the distribution), unless the recipient
elects not to have any withholding apply. Primary Share investors should consult
your plan administrator or tax advisor for further information.
42
<PAGE>
THE CORPORATION'S DIRECTORS AND OFFICERS
The Corporation's officers are responsible for the operation of the
Corporation under the direction of the Board of Directors. The officers and
directors and their principal occupations during the past five years are set
forth below. An asterisk (*) indicates those officers and/or directors who are
"interested persons" of the Corporation as defined by the 1940 Act. The business
address of each officer and director is 111 South Calvert Street, Baltimore,
Maryland, unless otherwise indicated.
JOHN F. CURLEY, JR.,* [57] Chairman of the Board and Director; 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;
Officer and/or Director of various other affiliates of Legg Mason, Inc.;
President and Director of three Legg Mason funds; Chairman of the Board and
Trustee of one Legg Mason fund; Chairman of the Board, President and Trustee of
one Legg Mason fund; Chairman of the Board and Director of three Legg Mason
funds.
EDWARD A. TABER, III,* [53] President and Director; Executive Vice
President of Legg Mason, Inc. and Legg Mason Wood Walker, Inc.; Vice Chairman
and Director of Legg Mason Fund Adviser, Inc.; Director of three Legg Mason
funds; Trustee of two Legg Mason funds; President and Director of two Legg
Mason funds; and Vice President of Worldwide Value Fund, Inc. 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).
RICHARD G. GILMORE, [69] Director; 948 Kennett Way, West Chester,
Pennsylvania. Independent Consultant. Director of CSS Industries, Inc.
(diversified holding company 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 of six Legg
Mason funds; Trustee of two Legg Mason funds. Formerly: Senior Vice President
and Chief Financial Officer of Philadelphia Electric Company (now PECO Energy
Company); Executive Vice President and Treasurer, Girard Bank, and Vice
President of its parent holding company, the Girard Company (bank holding
company) and Director of Finance, City of Philadelphia.
CHARLES F. HAUGH, [71] Director; 14201 Laurel Park Drive, Laurel,
Maryland. Real Estate Developer and Investor; President and Director of Resource
Enterprises, Inc. (real estate brokerage); Chairman of Resource Realty LLC
(management of retail and office space); Partner in Greater Laurel Health Park
Ltd. Partnership (real estate investment and development); Director of six Legg
Mason funds; Trustee of two Legg Mason funds.
ARNOLD L. LEHMAN, [53] Director; The Baltimore Museum of Art, Art
Museum Drive, Baltimore, Maryland. Director of the Baltimore Museum of Art;
Director of six Legg Mason funds; Trustee of two Legg Mason funds.
JILL E. McGOVERN, [52] Director; 1500 Wilson Boulevard, Arlington,
Virginia. Chief Executive Officer of the Marrow Foundation; Director of six
Legg Mason funds; Trustee of two Legg Mason funds. Formerly: Executive Director
of the Baltimore International Festival (January
43
<PAGE>
1991 - March 1993); Senior Assistant to the President of The Johns Hopkins
University (1986-1991).
T. A. RODGERS, [62] Director; 2901 Boston Street, Baltimore, Maryland.
Principal, T. A. Rodgers & Associates (management consulting); Director of six
Legg Mason funds; Trustee of two Legg Mason funds. Formerly: Director and Vice
President of Corporate Development, Polk Audio, Inc. (manufacturer of audio
components) (1991-1992).
The executive officers of the Corporation, other than those who also
serve as directors, are:
MARIE K. KARPINSKI*, [47] Vice-President and Treasurer; Treasurer of
Legg Mason Fund Adviser, Inc.; Vice President and Treasurer of eight Legg Mason
funds; Secretary/Treasurer of Worldwide Value Fund, Inc.; Vice President of Legg
Mason.
KATHI D. BAIR*, [31] Secretary and Assistant Treasurer; Secretary
and/or Assistant Treasurer of three Legg Mason funds; employee of Legg Mason.
BLANCHE P. ROCHE*, [47] Assistant Secretary and Assistant Vice
President; Assistant Secretary and Assistant Vice President of seven Legg Mason
funds; employee of Legg Mason since 1991. Formerly: Manager of Consumer
Financial Services, Primerica Corporation (1989- 1991).
Officers and directors of the Corporation who are "interested persons"
thereof, as defined in the 1940 Act, receive no salary or fees from the
Corporation. Independent directors of the Corporation receive a fee of $400
annually for serving as a director and a fee of $400 for each meeting of the
Board of Directors attended by him or her.
The Nominating Committee of the Board of Directors is responsible for
the selection and nomination of disinterested directors. The Committee is
composed of Messrs. Gilmore, Haugh, Lehman and Rodgers and Dr. McGovern.
At January 31, 1996, the directors and officers of the Corporation
beneficially owned, in the aggregate, less than 1% of each Fund's outstanding
shares.
The following table provides certain information relating to the
compensation of the Corporation's directors for the fiscal year ended December
31, 1995.
44
<PAGE>
COMPENSATION TABLE
<TABLE>
<CAPTION>
Total Compensation From
Corporation and Fund
Aggregate Compensation Complex Paid to
Name of Person and Position From Corporation(A,B) Directors(B)
<S> <C> <C>
John F. Curley, Jr. -
Chairman of the Board and Director None None
Edward A. Taber, III -
President and Director None None
Marie K. Karpinski -
Vice President and Treasurer None None
Richard G. Gilmore -
Director $2,000 $21,600
Charles F. Haugh -
Director $2,000 $23,600
Arnold L. Lehman -
Director $2,000 $23,600
Jill E. McGovern -
Director $2,000 $23,600
T. A. Rodgers -
Director $2,000 $21,600
</TABLE>
(A) Represents fees paid to each director during the fiscal year ended
December 31, 1995.
(B) Represents aggregate compensation paid to each director during the
calendar year ended December 31, 1995.
45
<PAGE>
THE FUNDS' INVESTMENT ADVISER/MANAGER
LMFA
Legg Mason Fund Adviser, Inc. ("LMFA"), a Maryland corporation, is
located at 111 South Calvert Street, Baltimore, Maryland 21202. LMFA is a wholly
owned subsidiary of Legg Mason, Inc., which also is the parent of Legg Mason.
LMFA serves as Global Government's investment adviser and manager under an
Investment Advisory and Management Agreement ("Advisory Agreement") dated April
5, 1993. Continuation of the Agreement was most recently approved by the Board
of Directors on October 27, 1995. A revised Advisory Agreement between Global
Government and LMFA was approved by the vote of a majority of the Fund's
outstanding shares on April 21, 1995. Pursuant to the revised Advisory
Agreement, and subject to overall direction by the Board of Directors, LMFA
manages the investment and other affairs of Global Government. LMFA is
responsible for managing the Fund consistent with the Fund's investment
objectives and policies described in the Prospectus and this Statement of
Additional Information. LMFA also is obligated to (a) furnish the Fund with
office space and executive and other personnel necessary for the operations of
the Fund; (b) supervise all aspects of the Fund's operations; (c) bear the
expense of certain informational and purchase and redemption services to the
Fund's shareholders; (d) arrange, but not pay for, the periodic updating of
prospectuses, proxy material, tax returns and reports to shareholders and state
and federal regulatory agencies; and (e) report regularly to the Corporation's
officers and directors. LMFA and its affiliates pay all the compensation of
directors and officers of the Corporation who are employees of LMFA.
Global Government pays all its other expenses which are not expressly
assumed by LMFA. These expenses include, among others, interest expense, taxes,
brokerage fees, commissions, expenses of preparing and printing prospectuses,
statements of additional information, proxy statements and reports and of
distributing them to existing shareholders, custodian charges, transfer agency
fees, organizational expenses, distribution fees to the Fund's distributor,
compensation of the independent directors, legal and audit expenses, insurance
expenses, expenses of registering and qualifying shares of the Fund for sale
under federal and state law, governmental fees and expenses incurred in
connection with membership in investment company organizations.
As explained in the Prospectus, LMFA receives for its services an
advisory fee, calculated daily and payable monthly, at an annual rate equal to
0.75% of Global Government's average daily net assets. LMFA voluntarily agreed
to waive its fees and reimburse the Fund if and to the extent its expenses
(exclusive of taxes, interest, brokerage and extraordinary expenses) exceeded
during any month an annual rate of the Fund's average daily net assets in
accordance with the following schedule: 0.20% annually until September 30, 1993;
0.35% annually until December 31, 1993; 0.50% annually until January 31, 1994;
0.70% annually until February 28, 1994; 0.90% annually until March 31, 1994;
1.10% annually until April 30, 1994; 1.30% annually until May 31, 1994; 1.50%
annually until June 30, 1994, 1.70% annually until July 31, 1994; and 1.90%
indefinitely. For the years ended December 31, 1995, 1994 and the period April
15, 1993 (commencement of operations) to December 31, 1993, LMFA waived advisory
fees of $0, $765,018 and $647,723, respectively. For the years ended December
31, 1995, 1994 and the period April 15, 1993 (commencement of operations) to
December 31, 1993, the Fund paid advisory fees of $1,120,329, $428,854 and $0,
respectively.
46
<PAGE>
Under the Advisory Agreement, LMFA will not be liable for any error of
judgment or mistake of law or for any loss suffered by the Fund 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 thereunder.
The Advisory Agreement terminates automatically upon assignment. It
also is terminable at any time without penalty by vote of the Corporation's
Board of Directors, by vote of a majority of Global Government's outstanding
voting securities, or by LMFA, on not less than 60 days' notice to the other
party to the Agreement and may be terminated immediately upon the mutual written
consent of both parties to the Agreement.
Under the Advisory Agreement, Global Government has the non-exclusive
right to use the name "Legg Mason" until that Agreement is terminated or until
the right is withdrawn in writing by LMFA.
LMFA also serves as the manager for International Equity and Emerging
Markets under separate Management Agreements (each a "Management Agreement").
Emerging Market's Management Agreement was approved by the Corporation's Board
of Directors, including a majority of the directors who are not "interested
persons" (as defined in the 1940 Act) of the Corporation, LMFA or Batterymarch,
on February 7, 1996. Continuation of International Equity's Management Agreement
was most recently approved by the Board of Directors on October 27, 1995. Each
Management Agreement provides that, subject to overall direction by the Board of
Directors, LMFA will manage the investment and other affairs of International
Equity and Emerging Markets. LMFA is responsible for managing International
Equity's and Emerging Market's investments and for making purchases and sales of
securities consistent with the investment objectives and policies described in
the Prospectus and this Statement of Additional Information. LMFA is obligated
to furnish the Funds with office space and certain administrative services as
well as executive and other personnel necessary for the operation of the Funds.
LMFA and its affiliates also are responsible for the compensation of directors
and officers of the Corporation who are employees of LMFA and/or its affiliates.
LMFA has delegated the portfolio management functions for International Equity
and Emerging Markets to its adviser, Batterymarch Financial Management, Inc.
As explained in the Funds' Prospectuses, LMFA receives for its services
a management fee, calculated daily and payable monthly, at an annual rate equal
to 0.75% of International Equity's average daily net assets and 1.00% of
Emerging Market's average daily net assets. LMFA and Batterymarch have
voluntarily agreed to waive their fees if and to the extent necessary to limit
International Equity's and Emerging Market's total annual operating expenses
attributable to Primary Shares (exclusive of taxes, interest, brokerage and
extraordinary expenses) to 2.25% and 2.50%, respectively, of each Fund's average
daily net assets. This agreement will expire on December 31, 1996, unless
extended by LMFA and Batterymarch. For the period February 17, 1995
(commencement of operations of International Equity) to December 31, 1995, LMFA
waived $201,121 in management fees. For the same period, the Fund paid
management fees of $26,166.
Under each Management Agreement, LMFA will not be liable for any error
of judgment or mistake of law or for any loss suffered by International Equity
or Emerging Markets in connection
47
<PAGE>
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 thereunder.
Each Management Agreement terminates automatically upon assignment and
is terminable at any time without penalty by vote of the Corporation's Board of
Directors, by vote of a majority of the outstanding voting securities or by
LMFA, on not less than 60 days' written notice to the other party, and may be
terminated immediately upon the mutual written consent of LMFA and each Fund.
Each Fund pays all its other expenses which are not expressly assumed
by LMFA. These expenses include, among others, interest expense, taxes,
brokerage fees, commissions, expenses of preparing and printing prospectuses,
statements of additional information, proxy statements and reports and of
distributing them to existing shareholders, custodian charges, transfer agency
fees, organizational expenses, distribution fees to the Fund's distributor,
compensation of the independent directors, legal and audit expenses, insurance
expenses, expenses of registering and qualifying shares of the Fund for sale
under federal and state law, governmental fees and expenses incurred in
connection with membership in investment company organizations.
Under the Management Agreement, each Fund has the non-exclusive right
to use the name "Legg Mason" until that Agreement is terminated or until the
right is withdrawn in writing by LMFA.
Batterymarch
Batterymarch Financial Management, Inc. is a wholly owned subsidiary of
Legg Mason, Inc., which also is the parent of Legg Mason. Batterymarch serves as
International Equity's and Emerging Markets' investment adviser under separate
Investment Advisory Agreements (each an "Advisory Agreement"). Under each
Advisory Agreement, Batterymarch is responsible, subject to the general
supervision of LMFA and the Corporation's Board of Directors, for the actual
management of International Equity's and Emerging Markets' assets, including the
responsibility for making decisions and placing orders to buy, sell or hold a
particular security. For Batterymarch's services, LMFA (not the Funds) pays
Batterymarch a fee, computed daily and payable monthly, at an annual rate equal
to 0.50% and 0.75% of the average daily net assets of International Equity and
Emerging Markets, respectively.
Under each Advisory Agreement, Batterymarch will not be liable for any
error of judgment or mistake of law or for any loss suffered by either Fund 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 thereunder.
Each Advisory Agreement terminates automatically upon assignment. It
also is terminable at any time without penalty by vote of the Corporation's
Board of Directors, by vote of a majority of the Fund's outstanding voting
securities, or by Batterymarch, on not less than 60 days' notice to the other
party to the Agreement and may be terminated immediately upon the mutual written
consent of both parties to the Agreement.
48
<PAGE>
SUB-ADVISORY AGREEMENT
Western Asset Management Company, 117 East Colorado Boulevard,
Pasadena, CA 91105, an affiliate of Legg Mason, serves as an investment
sub-adviser ("Western") to Global Government under a Sub-Advisory Agreement,
dated May 1, 1995, between Western and LMFA ("Sub-Advisory Agreement"). The
Sub-Advisory Agreement was approved by the Board of Directors, including a
majority of the directors who are not "interested persons" of the Corporation,
Western or LMFA, on February 14, 1995, and was approved by the shareholders of
Global Government on April 21, 1995. Continuation of the Sub-Advisory Agreement
was most recently approved by the Board of Directors on October 27, 1995.
Western is responsible for providing LMFA with research and analysis on
domestic and foreign fixed-income securities, and consulting with LMFA on
portfolio strategy. Western may execute portfolio transactions when requested to
do so by LMFA. For Western's services to Global Government, LMFA (not the Fund)
pays Western a fee, computed daily and payable monthly, at an annual rate equal
to 531/3% of the fee received by LMFA or 0.40% of the Fund's average daily net
assets. For the year ended December 31, 1995, LMFA paid Western $407,240.
Under the Sub-Advisory Agreement, Western will not be liable for any
error of judgment or mistake of law or for any loss suffered by LMFA or by the
Fund in connection with the performance of the Sub-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 thereunder.
The Sub-Advisory Agreement terminates automatically upon assignment and
is terminable at any time without penalty by vote of the Corporation's Board of
Directors, by vote of a majority of the Fund's outstanding voting securities, by
LMFA or by Western, on not less than 60 days' notice to the Fund and/or the
other party(ies). The Sub-Advisory Agreement terminates immediately upon any
termination of the Advisory Agreement or upon the mutual written consent of
LMFA, Western and the Fund.
To mitigate the possibility that a Fund will be affected by personal
trading of employees, the Corporation, LMFA, Batterymarch and Western have
adopted policies that restrict securities trading in the personal accounts of
portfolio managers and others who normally come into advance possession of
information on portfolio transactions. These policies comply, in all material
respects, with the recommendations of the Investment Company Institute.
THE FUNDS' DISTRIBUTOR
Legg Mason acts as distributor of the Funds' shares pursuant to
separate Underwriting Agreements with the Corporation. Each Underwriting
Agreement obligates Legg Mason to promote the sale of Fund shares and to pay
certain expenses in connection with its distribution efforts, including 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 each Fund's expense) and for supplementary sales literature and advertising
costs.
Each Fund has adopted a Distribution and Shareholder Services Plan
("Plan") which, among other things, permits a Fund to pay Legg Mason fees for
its services related to sales and
49
<PAGE>
distribution of Fund shares and the provision of ongoing services to
shareholders. 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 adopted, as required by Rule 12b-1 under the 1940 Act, by
a vote of the Board of Directors on February 5, 1993 (for Global Government),
October 21, 1994 (for International Equity) and February 7, 1996 (for Emerging
Markets), including a majority of the directors who are not "interested persons"
of the Corporation as that term is defined in the 1940 Act and who have no
direct or indirect financial interest in the operation of the Plan or the
Underwriting Agreement ("12b-1 Directors"). Amendment of the Plan to conform to
new rules of the National Association of Securities Dealers, Inc., was approved
by the Board on May 14, 1993. Continuation of the Plan was most recently
approved by the Board of Directors on October 27, 1995, including a majority of
the 12b-1 Directors. In approving the continuance of the Plan, in accordance
with the requirements of Rule 12b-1, the directors determined that there was a
reasonable likelihood that the Plan would benefit each Fund and its
shareholders.
As compensation for its services and expenses, Legg Mason receives from
each Fund an annual distribution fee equivalent to 0.50% (for Global Government)
and 0.75% (for International Equity and Emerging Markets) of its average daily
net assets attributable to Primary Shares and a service fee each equivalent to
0.25% of its average daily net assets attributable to Primary Shares in
accordance with the Plan. The distribution and service fees are calculated daily
and payable monthly. Legg Mason voluntarily agreed to waive its fees and
reimburse each Fund if and to the extent its expenses attributable to Primary
Shares (exclusive of taxes, interest, brokerage and extraordinary expenses)
exceeded during any month an annual rate of each Fund's average daily net assets
in accordance with the following schedule:
Global Government: 0.20% until September 30, 1993; 0.35% until December 31,
1993; 0.50% until January 31, 1994; 0.70% until February 28, 1994; 0.90% until
March 31, 1994; 1.10% until April 30, 1994; 1.30% until May 31, 1994; 1.50%
until June 30, 1994, 1.70% until July 31, 1994; and 1.90% indefinitely.
International Equity: 2.25% until December 31, 1996.
Emerging Markets: 2.50% until December 31, 1996.
For the year ended December 31, 1995, 1994 and the period April 15,
1993 (commencement of operations) to December 31, 1993, Legg Mason waived
distribution and service fees of $0, $0 and $647,723, respectively, for Global
Government. For the year ended December 31, 1995, 1994 and the period April 15,
1993 (commencement of operations) to December 31, 1993, Global Government paid
distribution and service fees of $1,120,329, $1,193,872 and $0, respectively.
For the period February 17, 1995 (commencement of operations) to
December 31, 1995, International Equity paid distribution and service fees of
$303,049.
The Plan continues in effect only so long as it is approved at least
annually by the vote of a majority of the Board of Directors, including a
majority of the 12b-1 Directors, cast in person at a meeting called for the
purpose of voting on the Plan. The Plan may be terminated with respect to each
Fund by a vote of a majority of 12b-1 Directors or by vote of a majority of the
outstanding
50
<PAGE>
voting securities of that Fund. Any change in the Plan that would materially
increase the distribution costs to a Fund requires shareholder approval;
otherwise, the Plan may be amended by the directors, including a majority of the
12b-1 Directors.
Rule 12b-1 requires that any person authorized to direct the
disposition of monies paid or payable by a Fund, pursuant to the Plan or any
related agreement shall provide to that Fund's Board of Directors, and the
directors shall review, at least quarterly, a written report of the amounts so
expended and the purposes for which the expenditures were made. Rule 12b-1 also
provides that a Fund may rely on that Rule only if, while the Plan is in effect,
the nomination and selection of that Fund's independent directors is committed
to the discretion of such independent directors.
For the year ended December 31, 1995, Legg Mason incurred the following
expenses with respect to Global Government:
<TABLE>
<S> <C>
Compensation to sales personnel $ 782,000
Advertising 28,000
Printing and mailing of prospectuses to
prospective shareholders 69,000
Other 281,000
Total expenses $1,160,000
</TABLE>
For the period February 17, 1995 (commencement of operations) to
December 31, 1995, Legg Mason incurred the following expenses with respect to
International Equity:
<TABLE>
<S> <C>
Compensation to sales personnel $ 170,000
Advertising 154,000
Printing and mailing of prospectuses to
prospective shareholders 127,000
Other 563,000
Total expenses $1,014,000
</TABLE>
PORTFOLIO TRANSACTIONS AND BROKERAGE
The portfolio turnover rate is computed by dividing the lesser of
purchases or sales of securities for the period by the average value of
portfolio securities for that period. Short-term securities are excluded from
the calculation. For the years ended December 31, 1995 and 1994, Global
Government's portfolio turnover rate was 169.48% and 127.0%. For the period
February 17, 1995 (commencement of operations) to December 31, 1995,
International Equity's annualized portfolio turnover rate was 57.58%.
Under each Advisory Agreement, each Fund's adviser is responsible for
the execution of portfolio transactions. Corporate and government debt
securities are generally traded on the OTC market on a "net" basis without a
stated commission, through dealers acting for 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 price 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 agent. In selecting brokers or dealers, each adviser
51
<PAGE>
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 to brokers who provide research and
analysis. A Fund may not always pay the lowest commission or spread available.
Rather, in placing orders on behalf of a Fund, each adviser also takes into
account such factors as size of the order, difficulty of execution, efficiency
of the executing broker's facilities (including the services described below)
and any risk assumed by the executing broker.
Consistent with the policy of most favorable price and execution, each
adviser may give consideration to research and statistical services furnished by
brokers or dealers to that adviser for its use, may place orders with
broker-dealers who provide supplemental investment and market research and
securities and economic analysis, and may pay to these broker-dealers a higher
brokerage commission than may be charged by other broker-dealers. Such research
and analysis may be useful to each adviser in connection with services to
clients other than the Funds. Each adviser's fee is not reduced by reason of its
receiving such brokerage and research services. For the years ended December 31,
1995 and 1994, Global Government paid $517 and $0 in brokerage commissions with
respect to futures transactions. For the period February 17, 1995 (commencement
of operations) to December 31, 1995, International Equity paid $195,150 in
brokerage commissions.
Although Global Government does not expect to purchase securities on a
commission basis, each Fund may use Legg Mason to effect agency transactions in
listed securities at commission rates and under circumstances consistent with
the policy of best execution. Commissions paid to Legg Mason will not exceed
"usual and customary brokerage commissions." Rule 17e-1 under the 1940 Act
defines "usual and customary" commissions to include amounts which are
"reasonable and fair compared to the commission, fee or other remuneration
received or to be received by other brokers in connection with comparable
transactions involving similar securities being purchased or sold on a
securities exchange during a comparable period of time." In the OTC market, a
Fund generally will deal with responsible primary market makers unless a more
favorable execution can otherwise be obtained.
No Fund may buy securities from, or sell securities to, Legg Mason or
its affiliated persons as principal. However, the Corporation's Board of
Directors has adopted procedures in conformity with Rule 10f-3 under the 1940
Act whereby a Fund may purchase securities that are offered in certain
underwritings in which Legg Mason or any of its affiliated persons is a
participant.
Section 11(a) of the Securities Exchange Act of 1934 prohibits Legg
Mason from retaining compensation for executing transactions on an exchange for
its affiliates, such as the Funds, unless the affiliate expressly consents by
written contract. Each Advisory Agreement expressly provides such consent in
accordance with Rule 11a2-2(T).
Investment decisions for each Fund are made independently from those of
other funds and accounts advised by LMFA, Batterymarch or Western. 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.
52
<PAGE>
THE CORPORATION'S CUSTODIAN AND
TRANSFER AND DIVIDEND-DISBURSING AGENT
State Street Bank and Trust Company, P.O. Box 1713, Boston
Massachusetts, serves as custodian of each Fund's assets. Boston Financial Data
Services, P.O. Box 953, Boston, Massachusetts 02103 serves as transfer and
dividend-disbursing agent and administrator of various shareholder services.
Legg Mason also assists BFDS with certain of its duties as transfer agent, for
which BFDS pays Legg Mason a fee. Each Fund reserves the right, upon 60 days'
written notice, to make other charges to investors to cover administrative
costs.
THE CORPORATION'S LEGAL COUNSEL
Kirkpatrick & Lockhart LLP, 1800 Massachusetts Avenue, N.W.,
Washington, D.C. 20036-1800, serves as counsel to the Corporation.
THE CORPORATION'S INDEPENDENT ACCOUNTANTS
Coopers & Lybrand L.L.P., 217 East Redwood Street, Baltimore, Maryland
21202, has been selected by the directors to serve as the Corporation's
independent accountants.
FINANCIAL STATEMENTS
The Portfolio of Investments as of December 31, 1995; the Statement of
Assets and Liabilities as of December 31, 1995; the Statement of Operations for
the period ended December 31, 1995; the Statement of Changes in Net Assets for
the years ended December 31, 1995 and 1994; the Financial Highlights for the
periods presented; the Notes to Financial Statements and the Report of the
Independent Accountants, all of which are included in Global Government's annual
report for the year ended December 31, 1995, are hereby incorporated by
reference in this Statement of Additional Information.
The Portfolio of Investments as of December 31, 1995; the Statement of
Net Assets as of December 31, 1995; the Statement of Operations for the period
ended December 31, 1995; the Statement of Changes in Net Assets for the period
ended December 31, 1995; the Financial Highlights for the period presented; the
Notes to Financial Statements and the Report of the Independent Accountants, all
of which are included in International Equity's annual report for the period
ended December 31, 1995, are hereby incorporated by reference in this Statement
of Additional Information.
53
<PAGE>
APPENDIX A
RATINGS OF SECURITIES
Description of Moody's Investors Service, Inc. ("Moody's") corporate bond
ratings:
Aaa-Bonds which are rated Aaa are judged to be of the best quality.
They carry the smallest degree of investment risk and are generally referred to
as "gilt edge". Interest payments are protected by a large or exceptionally
stable margin and principal is secure. While the various protective elements are
likely to change, such changes as can be visualized are most unlikely to impair
the fundamentally strong position of such issues.
Aa-Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high-grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in Aaa securities.
A-Bonds which are rated A possess many favorable investment attributes
and are to be considered uppermedium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa-Bonds which are rated Baa are considered medium-grade obligations,
i.e., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba-Bonds which are rated Ba are judged to have speculative elements;
their future cannot be considered well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterizes bonds in this class.
B-Bonds which are rated B generally lack characteristics of the
desirable investment. Assurance of interest and principal payments or
maintenance of other terms of the contract over any long period of time may be
small.
Caa-Bonds which are rated Caa are of poor standing. Such issues may be
in default or there may be present elements of danger with respect to principal
or interest.
Ca-Bonds which are rated Ca represent obligations which are
speculative in a high degree. Such issues are often in default or have other
marked shortcomings.
C-Bonds which are rated C are the lowest rated class of bonds and
issues so rated can be regarded as having extremely poor prospects of ever
attaining any real investment standing.
Description of Standard & Poor's Ratings Group ("Standard & Poor's") corporate
bond ratings:
AAA-This is the highest rating assigned by Standard & Poor's to an
obligation and indicates an extremely strong capacity to pay principal and
interest.
A - 1
<PAGE>
AA-Bonds rated AA also qualify as high-quality debt obligations.
Capacity to pay principal and interest is very strong, and in the majority of
instances they differ from AAA issues only in small degree.
A-Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB-Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.
BB, B, CCC, CC-Bonds rated BB, B, CCC and CC are regarded, on balance,
as predominately speculative with respect to the issuer's capacity to pay
interest and repay principal in accordance with the terms of the obligation. BB
indicates the lowest degree of speculation and CC the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposure to adverse conditions.
D-Debt rated D is in default, and payment of interest and/or repayment
of principal is in arrears.
Description of Moody's preferred stock ratings:
aaa-An issue which is rated "aaa" is considered to be a top-quality
preferred stock. This rating indicates good asset protection and the least risk
of dividend impairment within the universe of preferred stock.
aa-An issue which is rated "aa" is considered a high-grade preferred
stock. This rating indicates that there is a reasonable assurance that earnings
and asset protection will remain relatively well maintained in the foreseeable
future.
a-An issue which is rated "a" is considered to be an upper-medium grade
preferred stock. While risks are judged to be somewhat greater than in the "aaa"
and "aa" classification, earnings and asset protection are, nevertheless,
expected to be maintained at adequate levels.
baa-An issue which is rated "baa" is considered to be a medium-grade
preferred stock, neither highly protected nor poorly secured. Earnings and asset
protection appear adequate at present but may be questionable over any great
length of time.
ba-An issue which is rated "ba" is considered to have speculative
elements and its future cannot be considered well assured. Earnings and asset
protection may be very moderate and not well safeguarded during adverse periods.
Uncertainty of position characterizes preferred stocks in this class.
Description of Moody's short-term debt ratings
Prime-1. Issuers (or supporting institutions) rated Prime-1 (P-1) have
a superior capacity for repayment of short-term promissory obligations. P-1
repayment capacity will normally be evidenced by many of the following
characteristics: leading market positions in well-established industries; high
rates of return on funds employed; conservative capitalization structure with
moderate reliance on debt and ample asset protection; broad margins in earnings
coverage of fixed financial charges and high internal cash generation;
well-established access to a range of financial markets and assured sources of
alternate liquidity.
Prime-2. Issuers (or supporting institutions) rated Prime-2 (P-2) have
a strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above,
A - 2
<PAGE>
but to a lesser degree. Earnings trends and coverage ratios, while sound, will
be more subject to variation. Capitalization characteristics, while still
appropriate, may be more affected by external conditions. Ample alternate
liquidity is maintained.
Description of Standard & Poor's Commercial Paper Ratings
A. Issues assigned this highest rating are regarded as having the
greatest capacity for timely payment. Issues in this category are delineated
with the numbers 1, 2, and 3 to indicate the relative degree of safety.
A-1. This designation indicates that the degree of safety regarding
timely payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+) sign
designation.
A-2. Capacity for timely payment on issues with this designation is
strong. However, the relative degree of safety is not as high as for the issues
designated "A-1".
A - 3
<PAGE>
Appendix B
The Funds may use the following instruments for the purposes described
on pages [ ].
Options on Debt Securities and Foreign Currencies (Global Government)
A call option is a short-term contract pursuant to which the purchaser
of the option, in return for a premium, has the right to buy the security or
currency underlying the option at a specified price at any time during the term
of the option. The writer of the call option, who receives the premium, has the
obligation, upon exercise of the option during the option term, to deliver the
underlying security or currency against payment of the exercise price. A put
option is a similar contract that gives its purchaser, in return for a premium,
the right to sell the underlying security or currency at a specified price
during the option term. The writer of the put option, who receives the premium,
has the obligation, upon exercise of the option during the option term, to buy
the underlying security or currency at the exercise price.
Option on a Bond Index (Global Government)
An option on a bond index is similar to an option on a security or
foreign currency, except that settlement of a bond index option is effected with
a cash payment based on the value of the bond index and does not involve the
delivery of the securities included in the index. Thus, upon settlement of a
bond index option, the purchaser will realize, and the writer will pay, an
amount based on the difference between the exercise price of the option and the
closing price of the bond index.
Interest Rate, Foreign Currency and Bond Index Futures Contracts (Global
Government)
Interest rate and foreign currency futures contracts are bilateral
agreements pursuant to which one party agrees to make, and the other party
agrees to accept, delivery of a specified type of debt security or currency at a
specified future time and at a specified price. Although such futures contracts
by their terms call for actual delivery or acceptance of debt securities or
currency, in most cases the contracts are closed out before the settlement date
without the making or taking of delivery. A bond index futures contract is
similar to any other futures contract except that settlement of a bond index
futures contract is effected with a cash payment based on the value of the bond
index and does not involve the delivery of the securities included in the index.
Options on Futures Contracts
Options on futures contracts are similar to options on securities or
currencies, except that an option on a futures contract gives the purchaser the
right, in return for the premium, to assume a position in a futures contract (a
long position if the option is a call, and a short position if the option is a
put), rather than to purchase or sell a security or currency, at a specified
price at any time during the option term. Upon exercise of the option, the
delivery of the futures position to the holder of the option will be accompanied
by delivery of the accumulated balance that represents the amount by which the
market price of the futures contract exceeds, in the case of a call, or is less
than, in the case of a put, the exercise price of the option on the future. The
writer of an option, upon exercise, will assume a short position in the case of
a call, and a long position in the case of a put. An option on a bond index
futures contract is similar to any other option on a futures contract except
that the purchaser has the right, in return for the premium, to assume a
position in a bond index futures contract at a specified price at any time
during the option term.
Forward Currency Contracts
A forward currency contract involves an obligation to purchase or sell
a specific currency at a specified future date, which may be any fixed number of
days from the contract date agreed upon by the parties, at a price set at the
time the contract is entered into.
B - 1
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
Additional Information About Investment Limitations and 2
Policies 26
Additional Purchase and Redemption Information 28
Additional Tax Information 31
Performance Information 36
Valuation of Fund Shares 36
Tax-Deferred Retirement Plans 38
The Corporation's Directors and Officers 41
The Funds' Investment Adviser/Manager 43
Sub-Advisory Agreement 44
The Funds' Distributor 46
Portfolio Transactions and Brokerage
The Corporation's Custodian and Transfer and Dividend- 47
Disbursing Agent 47
The Corporation's Legal Counsel 47
The Corporation's Independent Accountants 47
Financial Statements A-1
Appendix A B-1
Appendix B
</TABLE>
No person has been authorized to give any information or to make any
representations not contained in the Prospectuses or this Statement of
Additional Information in connection with the offerings made by the Prospectuses
and, if given or made, such information or representations must not be relied
upon as having been authorized by any Fund or its distributor. The Prospectuses
and the Statement of Additional Information do not constitute offerings by any
Fund or by the distributor in any jurisdiction in which such offerings may not
lawfully be made.
<PAGE>
Legg Mason Global Trust, Inc.
Part C. Other Information
Item 24. Financial Statements and Exhibits
(a) Financial Statements: The financial statements for the Legg
Mason Global Government Trust for the year ended December 31,
1995 and the Report thereon of the independent accountants are
incorporated into the Statement of Additional Information by
reference to its Annual Report to Shareholders for the same
period.
The financial statements for the Legg Mason International
Equity Trust for the period February 17, 1995 (commencement of
operations) to December 31, 1995 and the Report thereon of the
independent accountants are incorporated into the Statement of
Additional Information by reference to its Annual Report to
Shareholders for the same period.
Financial Data Schedules with respect to the above series are
included as Exhibit 17.1 through 17.2.
(b) Exhibits
(1) (a) Articles of Incorporation2/
(b) Articles Supplementary6/
(c) Articles Supplementary9/
(2) By-Laws1/
(3) Voting trust agreement -- none
(4) Specimen security
(a) Global Government Trust2/
(b) International Equity Trust6/
(5) (a) Investment Advisory Agreement--International
Equity Trust 8/
(b) Management Agreement--International Equity
Trust 8/
(c) Investment Advisory Agreement--Global
Government Trust 8/
(d) Investment Advisory and Management
Agreement--Global
Government Trust 8/
(e) Investment Advisory Agreement --Emerging
Markets Trust--(form of) filed herewith
(f) Management Agreement--Emerging Markets
Trust--(form of) filed herewith
(6) Underwriting Agreement
(a) Global Government Trust3/
(b) International Equity Trust 8/
(c) Emerging Markets Trust -- (form of) filed
herewith
(7) Bonus, profit sharing or pension plans -- none
(8) Custodian Agreement3/
(9) Transfer Agency and Service Agreement3/
(10) Opinion and consent of counsel
(a) Global Government Trust2/
(b) International Equity Trust6/
(c) Emerging Markets Trust9/
<PAGE>
(11) Other opinions, appraisals, rulings and consents
-- Accountant's consent
(a) Global Government Trust -- filed herewith
(b) International Equity Trust -- filed herewith
(12) Financial statements omitted from Item 23 -- none
(13) Agreement for providing initial capital2/
(14) (a) Prototype IRA Plan5/
(b) Prototype Corporate Simplified Employee
Pension Plan5/
(c) Prototype Keogh Plan5/
(15) Plan pursuant to Rule l2b-1
(a) Global Government Trust3/
(b) International Equity Trust 8/
(c) Emerging Markets Trust - (form of) filed
herewith
(16) Schedule for computation of performance quotations
(a) Global Government Trust9/
(b) International Equity Trust9/
(17) Financial Data Schedules -- filed herewith
(18) Copies of Plans Pursuant to Rule 18f-3 -- none
- -----------------
1/ Incorporated by reference from the initial registration statement, SEC File
No. 33-56672, filed December 31, 1992.
2/ Incorporated by reference from Pre-Effective Amendment No. 2 to the
registration statement, SEC File No. 33-56672, filed April 1, 1993.
3/ Incorporated by reference from Post-Effective Amendment No. 1 to the
registration statement, SEC File No. 33-56672, filed October 4, 1993.
4/ Incorporated by reference from Post-Effective Amendment No. 2 to the
registration statement, SEC File No. 33-56672, filed April 28, 1994.
5/ Incorporated by reference to corresponding Exhibit of Post-Effective
Amendment No. 8 to the registration statement of Legg Mason Income Trust, Inc.,
SEC File No. 33-12092, filed April 28, 1991.
6/ Incorporated by reference to corresponding Exhibit of Post-Effective
Amendment No. 3 to the registration statement, SEC File No. 33-56672, filed
November 28, 1994.
7/ Incorporated by reference to corresponding Exhibit of Post-Effective
Amendment No. 4 to the registration statement, SEC File No. 33-56672, filed
January 31, 1995.
8/ Incorporated by reference to corresponding Exhibit of Post-Effective
Amendment No. 7 to the registration statement, SEC File No. 33-56672, filed
August 31, 1995.
9/ Incorporated by reference to corresponding Exhibit of Post-Effective
Amendment No. 8 to the registration statement, SEC File No. 33-56672, filed
February 16, 1996.
<PAGE>
Item 25. Persons Controlled by or under Common Control with Registrant
None.
Item 26. Number of Holders of Securities
Number of Recordholders
Title of Class as of March 31, 1996
------------------------------------------------------------
Capital Stock
par value $.001
Legg Mason Global Government Trust 10,216
Legg Mason International Equity Trust 12,128
Legg Mason Emerging Markets Trust 0
Item 27. Indemnification
This item is incorporated by reference from Item 27 of Part C
of Post-Effective Amendment No. 1 to the registration statement, SEC File No.
33-56672, filed October 4, 1993.
Item 28. Business and Other Connections of Investment Adviser
I. Legg Mason Fund Adviser, Inc. ("Adviser"), investment adviser to the
Registrant's Legg Mason Global Government Trust series, is a registered
investment adviser incorporated on January 20, 1982. The Adviser is engaged
primarily in the investment advisory business. The Adviser also serves as
manager and/or investment adviser to fifteen open-end investment companies and
as investment consultant for one closed-end investment company. Information as
to the officers and directors of the Adviser is included in its Form ADV-S filed
June 30, 1995 with the Securities and Exchange Commission (registration number
801-16958) and is incorporated herein by reference.
II. Western Asset Management Company ("Western"), sub-adviser to the
Registrant's Legg Mason Global Government Trust series, is a registered
investment adviser incorporated on October 5, 1971. Western is primarily engaged
in the investment advisory business. Western also serves as investment adviser
for sixteen open-end investment companies and one closed-end investment company.
Information as to the officers and directors of Western is included in its Form
ADV filed on May 17, 1995 with the Securities and Exchange Commission
(registration number 801-08162) and is incorporated herein by reference.
III. Batterymarch Financial Management, Inc. ("Batterymarch"),
investment adviser to the Registrant's Legg Mason International Equity Trust and
Legg Mason Emerging Markets Trust series, is a registered investment adviser
incorporated on September 19, 1994. Batterymarch is engaged primarily in the
investment advisory business. Information as to the officers and directors of
Batterymarch is included in its Form ADV filed January 22, 1996 with the
Securities and Exchange Commission (registration number 801-48035) and is
incorporated herein by reference.
<PAGE>
Item 29. Principal Underwriters
(a) Legg Mason Cash Reserve Trust
Legg Mason Special Investment Trust, Inc.
Legg Mason Value Trust, Inc.
Legg Mason Tax-Exempt Trust, Inc.
Legg Mason Income Trust, Inc.
Legg Mason Total Return Trust, Inc.
Legg Mason Tax-Free Income Fund
Legg Mason Investors Trust, Inc.
Western Asset Trust, Inc.
(b) The following table sets forth information concerning each
director and officer of the Registrant's principal
underwriter, Legg Mason Wood Walker, Incorporated
("LMWW").
Position and Positions and
Name and Principal Offices with Offices with
Business Address* Underwriter - LMWW Registrant
Raymond A. Mason Chairman of the None
Board
John F. Curley, Jr. Vice Chairman Chairman of the
of the Board Board
James W. Brinkley President and None
Director
Edmund J. Cashman, Jr. Senior Executive None
Vice President and
Director
Robert G. Sabelhaus Executive Vice None
President and
Director
Richard J. Himelfarb Executive Vice None
President and
Director
Edward A. Taber III Executive Vice President and
President and Director
Director
Charles A. Bacigalupo Senior Vice None
President,
<PAGE>
Secretary and
Director
Thomas M. Daly, Jr. Senior Vice None
President and
Director
Jerome M. Dattel Senior Vice None
President and
Director
Robert G. Donovan Senior Vice None
President and
Director
Thomas E. Hill Senior Vice None
One Mill Place President and
Easton, MD 21601 Director
Arnold S. Hoffman Senior Vice None
1735 Market Street President and
Philadelphia, PA 19103 Director
Carl Hohnbaum Senior Vice None
24th Floor President and
Two Oliver Plaza Director
Pittsburgh, PA 15222
William B. Jones, Jr. Senior Vice None
1747 Pennsylvania President and
Avenue, N.W. Director
Washington, D.C. 20006
Laura L. Lange Senior Vice None
President and
Director
Marvin McIntyre Senior Vice None
1747 Pennsylvania President and
Avenue, N.W. Director
Washington, D.C. 20006
Mark I. Preston Senior Vice None
President and
Director
F. Barry Bilson Senior Vice None
President and
Director
<PAGE>
M. Walter D'Alessio, Jr. Director None
1735 Market Street
Philadelphia, PA 19103
Harry M. Ford, Jr. Senior Vice None
President
William F. Haneman, Jr. Senior Vice None
One Battery Park Plaza President
New York, New York 10005
Theodore S. Kaplan Senior Vice None
President and
General Counsel
Horace M. Lowman, Jr. Senior Vice None
President and
Asst. Secretary
Robert L. Meltzer Senior Vice None
One Battery Park Plaza President
New York, NY 10004
William H. Miller, III Senior Vice None
President
Douglas C. Petty, Jr. Senior Vice None
1747 Pennsylvania President
Avenue, N.W.
Washington, D.C. 20006
John A. Pliakas Senior Vice None
99 Summer Street President
Boston, MA 02101
E. Robert Quasman Senior Vice None
President
Gail Reichard Senior Vice None
7 E. Redwood St. President
Baltimore, MD 21202
Timothy C. Scheve Senior Vice None
President and
Treasurer
Elisabeth N. Spector Senior Vice None
President
Joseph Sullivan Senior Vice None
President
Peter J. Biche Vice President None
<PAGE>
1735 Market Street
Philadelphia, PA 19103
John C. Boblitz Vice President None
7 E. Redwood St.
Baltimore, MD 21202
Andrew J. Bowden Vice President None
D. Stuart Bowers Vice President None
7 E. Redwood St.
Baltimore, MD 21202
Edwin J. Bradley, Jr. Vice President None
Scott R. Cousino Vice President None
Robert Dickey, IV Vice President None
One World Trade Center
New York, NY 10048
John R. Gilner Vice President None
Richard A. Jacobs Vice President None
C. Gregory Kallmyer Vice President None
Seth J. Lehr Vice President None
1735 Market St.
Philadelphia, PA 19103
Edward W. Lister, Jr. Vice President None
Eileen M. O'Rourke Vice President None
and Controller
Marie K. Karpinski Vice President Vice President
and Treasurer
Jonathan M. Pearl Vice President None
1777 Reisterstown Rd.
Pikesville, MD 21208
Douglas F. Pollard Vice President None
Chris Scitti Vice President None
7 E. Redwood St.
Baltimore, MD 21202
Eugene B. Shephard Vice President None
1111 Bagby St.
Houston, TX 77002-2510
<PAGE>
Lawrence D. Shubnell Vice President None
Alexsander M. Stewart Vice President None
One World Trade Center
New York, NY 10048
Lewis T. Yeager Vice President None
7 E. Redwood St.
Baltimore, MD 21202
Joseph F. Zunic Vice President None
Charles R. Spencer, Jr. Vice President None
600 Thimble Shoals Blvd.
Newport News, VA 23606
* All addresses are 111 South Calvert Street, Baltimore, Maryland
21202, unless otherwise indicated.
(c) The Registrant has no principal underwriter which is not an
affiliated person of the Registrant or an affiliated person of
such an affiliated person.
Item 30. Location of Accounts and Records
State Street Bank and Trust Company
P.O. Box 1713
Boston, Massachusetts 02105
Item 31. Management Services - None
Item 32. Undertakings
Registrant hereby undertakes to provide each person to whom a
prospectus is delivered with a copy of its latest annual
report to shareholders upon request and without charge.
<PAGE>
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereto duly
authorized, in the City of Baltimore and State of Maryland, on the 22nd day of
April, 1996.
LEGG MASON GLOBAL TRUST, INC.
By: /s/ John F. Curley, Jr.
John F. Curley, Jr.
Chairman of the Board and Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
Signature Title Date
/s/ John F. Curley, Jr. Chairman of the Board April 22, 1996
John F. Curley, Jr. and Director
/s/ Edward A. Taber President and Director April 22, 1996
Edward A. Taber, III
/s/ Richard G. Gilmore Director April 22, 1996
Richard G. Gilmore*
/s/ Charles F. Haugh Director April 22, 1996
Charles F. Haugh*
/s/ Arnold L. Lehman Director April 22, 1996
Arnold L. Lehman*
/s/ Jill E. McGovern Director April 22, 1996
Jill E. McGovern*
/s/ T. A. Rodgers Director April 22, 1996
T. A. Rodgers*
/s/ Marie K. Karpinski Vice President April 22, 1996
Marie K. Karpinski and Treasurer
*Signatures affixed by Marie K. Karpinski pursuant to powers of attorney dated
February 5, 1993 incorporated herein by reference to Pre-Effective Amendment
No. 2, filed April 1, 1993.
FORM OF
INVESTMENT ADVISORY AGREEMENT
LEGG MASON GLOBAL TRUST, INC.
AGREEMENT made this ______ day of __________, 1996 by and between Legg
Mason Fund Adviser, Inc. ("Manager"), a Maryland corporation, and Batterymarch
Financial Management Corporation ("Adviser"), a Maryland corporation, each of
which is registered as an investment adviser under the Investment Advisers Act
of 1940.
WHEREAS, Manager is the manager of Legg Mason Global Trust, Inc. (the
"Corporation"), an open-end, diversified management investment company
registered under the Investment Company Act of 1940, as amended (the "1940
Act"), and
WHEREAS, Manager wishes to retain Adviser to provide it with certain
investment advisory services in connection with Manager's management of the Legg
Mason Emerging Markets Trust ("Fund"), a series of shares of the Corporation;
and
WHEREAS, Adviser is willing to furnish such services on the terms and
conditions hereinafter set forth:
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed as follows:
1. Appointment. Manager hereby appoints Batterymarch Financial
Management Corporation as investment adviser for the Fund for the period and on
the terms set forth in this Agreement. Adviser accepts such appointment and
agrees to furnish the services herein set forth for the compensation herein
provided.
2. Delivery of Documents. Manager has furnished the Adviser with copies
properly certified or authenticated of each of the following:
(a) The Corporation's Articles of Incorporation, as filed with
the State Department of Assessments and Taxation of the State of
Maryland on December 31, 1992 and all amendments thereto (such Articles
of Incorporation, as presently in effect and as they shall from time to
time be amended, are herein called the "Articles");
- 1 -
<PAGE>
(b) The Corporation's By-Laws and all amendments thereto (such
By-Laws, as presently in effect and as they shall from time to time be
amended, are herein called the "By-Laws");
(c) Resolutions of the Corporation's Board of Directors
authorizing the appointment of Manager as the manager and Batterymarch
Financial Management Corporation as investment adviser and approving
the Management Agreement between Manager and the Fund dated ___________
__, 1996 (the "Management Agreement") and this Agreement;
(d) The Corporation's Registration Statement on Form N-1A
under the Securities Act of 1933, as amended, and the 1940 Act (File
No. 33-56672) as filed with the Securities and Exchange Commission on
___________ __, 1996, including all exhibits thereto, relating to
shares of common stock of the Fund, par value $.001 per share (herein
called "Shares") and all amendments thereto;
(e) The Fund's most recent prospectus (such prospectus, as
presently in effect and all amendments and supplements thereto are
herein called the "Prospectus"); and
(f) The Fund's most recent statement of additional information
(such statement of additional information, as presently in effect and
all amendments and supplements thereto are herein called the "Statement
of Additional Information").
The Manager will furnish Adviser from time to time with copies of all amendments
of or supplements to the foregoing.
3. Investment Advisory Services. (a) Subject to the supervision of the
Corporation's Board of Directors and the Manager, Adviser shall regularly
provide the Fund with investment research, advice, management and supervision
and shall furnish a continuous investment program for the Fund's portfolio of
securities consistent with the Fund's investment objective, policies, and
limitations as stated in the Fund's current Prospectus and Statement of
Additional Information. The Adviser shall determine from time to time what
- 2 -
<PAGE>
securities will be purchased, retained or sold by the Fund, and shall implement
those decisions, all subject to the provisions of the Corporation's Articles of
Incorporation and By-Laws, the 1940 Act, the applicable rules and regulations of
the Securities and Exchange Commission, and other applicable federal and state
law, as well as the investment objective, policies, and limitations of the Fund.
The Adviser will place orders pursuant to its investment determinations for the
Fund either directly with the issuer or with any broker or dealer. In placing
orders with brokers and dealers, Adviser will attempt to obtain the best net
price and the most favorable execution of its orders; however, the Adviser may,
in its discretion, purchase and sell portfolio securities from and to brokers
and dealers who provide the Fund with research, analysis, advice and similar
services, and Adviser may pay to these brokers, in return for research and
analysis, a higher commission than may be charged by other brokers. In no
instance will portfolio securities be purchased from or sold to the Adviser or
any affiliated person thereof except in accordance with the rules, regulations
or orders promulgated by the Securities and Exchange Commission pursuant to the
1940 Act. The Adviser shall also perform such other functions of management and
supervision as may be requested by the Manager and agreed to by Adviser.
(b) The Adviser will oversee the maintenance of all books and records
with respect to the securities transactions of the Fund in accordance with all
applicable federal and state laws and regulations, and will furnish the Board of
Directors of the Corporation with such periodic and special reports as the Board
or the Manager reasonably may request.
(c) The Corporation hereby authorizes any entity or person associated
with the Adviser which is a member of a national securities exchange to effect
any transaction on the exchange for the account of the Corporation which is
permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule
11a2-2(T) thereunder, and the Corporation hereby consents to the retention by
such person associated with the Adviser of compensation for such transactions in
accordance with Rule 11a2-2(T)(a)(2)(iv).
4. Services Not Exclusive. The Adviser's services hereunder are not
deemed to be exclusive, and Adviser shall be free to render similar services to
- 3 -
<PAGE>
others. It is understood that persons employed by Adviser to assist in the
performance of its duties hereunder might not devote their full time to such
service. Nothing herein contained shall be deemed to limit or restrict the right
of the Adviser or any affiliate of Adviser to engage in and devote time and
attention to other businesses or to render services of whatever kind or nature.
5. Books and Records. In compliance with the requirements of Rule 31a-3
under the 1940 Act, Adviser hereby agrees that all books and records which it
maintains for the Fund are property of the Fund and further agrees to surrender
promptly to the Fund or its agents any of such records upon the Fund's request.
The Adviser further agrees to preserve for the periods prescribed by Rule 31a-2
under the 1940 Act, any such records required to be maintained by Rule 31a-1
under the 1940 Act.
6. Expenses. During the term of this Agreement, Adviser will pay all
expenses incurred by it in connection with its activities under this Agreement
other than the cost of securities (including brokerage commissions, if any)
purchased for the Fund.
7. Compensation. For the services which Adviser will render to Manager
and the Fund under this Agreement, Manager will pay Adviser a fee, computed
daily and paid monthly, at an annual rate equal to ____% of the fee received by
the Manager from the Fund, net of any waivers or reimbursements by the Manager
of its fee. Fees due to the Adviser hereunder shall be paid promptly to Adviser
by the Manager following its receipt of fees from the Fund. If this Agreement is
terminated as of any date not the last day of a calendar month, a final fee
shall be paid promptly after the date of termination and shall be based on the
percentage of days of the month during which the contract was still in effect.
8. Limitation of Liability. The Adviser will not be liable for any
error of judgment or mistake of law or for any loss suffered by Manager or by
the Fund in connection with the performance of this 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 this Agreement.
- 4 -
<PAGE>
9. Definitions. As used in this Agreement, the terms "securities" and
"net assets" shall have the meanings ascribed to them in the Articles of
Incorporation of the Corporation; and the terms "assignment," "interested
person," and "majority of the outstanding voting securities" shall have the
meanings given to them by Section 2(a) of the 1940 Act, subject to such
exemptions as may be granted by the Securities and Exchange Commission by any
rule, regulation or order.
10. Duration and Termination. This Agreement will become effective
________________, 1996, provided that it shall have been approved by the
Corporation's Board of Directors and by the shareholders of the Fund in
accordance with the requirements of the 1940 Act and, unless sooner terminated
as provided for herein, shall continue in effect until _____________ __, 1998.
Thereafter, if not terminated, this Agreement shall continue in effect for
successive annual periods, provided that such continuance is specifically
approved at least annually (i) by the Corporation's Board of Directors or (ii)
by a vote of a majority (as defined in the 1940 Act) of the outstanding voting
securities of the Fund, provided that in either event the continuance is also
approved by a majority of the Corporation's Directors who are not interested
persons (as defined in the 1940 Act) of the Corporation or of any party to this
Agreement, by vote cast in person at a meeting called for the purpose of voting
on such approval. This Agreement is terminable without penalty, by vote of the
Corporation's Board of Directors, by vote of a majority (as defined in the 1940
Act) of the outstanding voting securities of the Fund, by the Manager or by the
Adviser, on not less than 60 days' notice to the Fund and/or the other
party(ies) and will be terminated immediately upon any termination of the
Management Agreement with respect to the Fund or upon the mutual written consent
of the Adviser, the Manager, and the Fund. Termination of this Agreement with
respect to the Fund shall in no way affect continued performance with regard to
any other portfolio of the Corporation. This Agreement will automatically and
immediately terminate in the event of its assignment.
- 5 -
<PAGE>
11. Further Actions. Each party agrees to perform such further acts and
execute such further documents as are necessary to effectuate the purposes
hereof.
12. Amendments. No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument in writing signed by
the party against which enforcement of the change, waiver, discharge or
termination is sought, and no material amendment of this Agreement shall be
effective until approved by vote of the holders of a majority of the Fund's
outstanding voting securities.
13. Miscellaneous. This Agreement embodies the entire agreement and
understanding between the parties hereto, and supersedes all prior agreements
and understandings relating to the subject matter hereof. The captions in this
Agreement are included for convenience of reference only and in no way define or
delimit any of the provisions hereof or otherwise affect their construction or
effect. Should any part of this Agreement be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this Agreement shall not
be affected thereby. This Agreement shall be binding and shall inure to the
benefit of the parties hereto and their respective successors.
- 6 -
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below on the day and year first above
written.
[SEAL] LEGG MASON FUND ADVISER, INC.
Attest:
By:______________________ By:_______________________________
[SEAL] BATTERYMARCH FINANCIAL MANAGEMENT
CORPORATION
Attest:
By:______________________ By:_______________________________
- 7 -
FORM OF MANAGEMENT AGREEMENT
This INVESTMENT MANAGEMENT AGREEMENT, made this ___ day of
_____________, 1996, by and between Legg Mason Global Trust, Inc., a Maryland
corporation (the "Corporation"), on behalf of Legg Mason Emerging Markets Trust
("Fund"), and Legg Mason Fund Adviser, Inc., a Maryland corporation (the
"Manager").
WHEREAS, the Corporation is registered as an open-end management
investment company under the Investment Company Act of 1940, as amended ("1940
Act") currently consisting of three portfolios; and
WHEREAS, the Corporation wishes to retain the Manager to provide
investment advisory, management, and administrative services to the Fund; and
WHEREAS, the Manager is willing to furnish such services on the terms
and conditions hereinafter set forth;
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed as follows:
1. The Corporation hereby appoints Legg Mason Fund Adviser, Inc. as
Manager of the Fund for the period and on the terms set forth in this Agreement.
The Manager accepts such appointment and agrees to render the services herein
set forth, for the compensation herein provided.
2. The Fund shall at all times keep the Manager fully informed with
regard to the securities owned by it, its funds available, or to become
available, for investment, and generally as to the condition of its affairs. It
shall furnish the Manager with such other documents and information with regard
to its affairs as the Manager may from time to time reasonably request.
3. (a) Subject to the supervision of the Corporation's Board of
Directors, the Manager shall regularly provide the Fund with investment
research, advice, management and supervision and shall furnish a continuous
investment program for the Fund's portfolio of securities consistent with the
Fund's investment
- 1 -
<PAGE>
goals and policies. The Manager shall determine from time to time what
securities will be purchased, retained or sold by the Fund, and shall implement
those decisions, all subject to the provisions of the Corporation's Articles of
Incorporation and Bylaws, the 1940 Act, the applicable rules and regulations of
the Securities and Exchange Commission, and other applicable federal and state
law, as well as the investment goals and policies of the Fund. The Manager will
place orders pursuant to its investment determinations for the Fund either
directly with the issuer or with any broker or dealer. In placing orders with
brokers and dealers the Manager will attempt to obtain the best net price and
the most favorable execution of its orders; however, the Manager may, in its
discretion, purchase and sell portfolio securities through brokers who provide
the Fund with research, analysis, advice and similar services, and the Manager
may pay to these brokers, in return for research and analysis, a higher
commission or spread than may be charged by other brokers. The Manager is
authorized to combine orders on behalf of the Fund with orders on behalf of
other clients of the Manager, consistent with guidelines adopted by the Board of
Directors of the Corporation. The Manager shall also provide advice and
recommendations with respect to other aspects of the business and affairs of the
Fund, and shall perform such other functions of management and supervision as
may be directed by the Board of Directors of the Corporation.
(b) The Fund hereby authorizes any entity or person associated with the
Manager which is a member of a national securities exchange to effect any
transaction on the exchange for the account of the Fund which is permitted by
Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T)
thereunder, and the Fund hereby consents to the retention by such person
associated with the Manager of compensation for such transactions in accordance
with Rule 11a2-2(T)(a)(2)(iv).
4. The Manager may enter into a contract ("Investment Advisory
Agreement") with an investment adviser in which the Manager delegates to such
investment adviser any or all its duties specified in Paragraph 3 hereunder,
provided that such Investment Advisory Agreement imposes on the investment
adviser bound thereby all duties and conditions to which the Manager is subject
- 2 -
<PAGE>
hereunder, and further provided that such Investment Advisory Agreement meets
all requirements of the 1940 Act and rules thereunder.
5. (a) The Manager, at its expense, shall supply the Board of Directors
and officers of the Corporation with all statistical information and reports
reasonably required by them and reasonably available to the Manager and shall
furnish the Fund with office facilities, including space, furniture and
equipment and all personnel reasonably necessary for the operation of the Fund.
The Manager shall oversee the maintenance of all books and records with respect
to the Fund's securities transactions and the keeping of the Fund's books of
account in accordance with all applicable federal and state laws and
regulations. In compliance with the requirements of Rule 31a-3 under the 1940
Act, the Manager hereby agrees that any records which it maintains for the Fund
are the property of the Corporation, and further agrees to surrender promptly to
the Fund or its agents any of such records upon the Fund's request. The Manager
further agrees to arrange for the preservation of the records required to be
maintained by Rule 31a-1 under the 1940 Act for the periods prescribed by Rule
31a-2 under the 1940 Act. The Manager shall authorize and permit any of its
directors, officers and employees, who may be elected as directors or officers
of the Fund, to serve in the capacities in which they are elected.
(b) Other than as herein specifically indicated, the Manager shall not
be responsible for the Fund's expenses. Specifically, the Manager will not be
responsible, except to the extent of the reasonable compensation of employees of
the Fund whose services may be used by the Manager hereunder, for any of the
following expenses of the Fund, which expenses shall be borne by the Fund:
advisory fees; distribution fees; interest, taxes, governmental fees, fees,
voluntary assessments and other expenses incurred in connection with membership
in investment company organizations; the cost (including brokerage commissions
or charges, if any) of securities purchased or sold by the Fund and any losses
in connection therewith; fees of custodians, transfer agents, registrars or
other agents; legal expenses; expenses of preparing share certificates; expenses
relating to the redemption or repurchase of the Fund's shares; expenses of
registering and qualifying shares of the Fund for sale under applicable federal
and state law; expenses of preparing, setting in print, printing and
- 3 -
<PAGE>
distributing prospectuses, reports, notices and dividends to Fund shareholders;
costs of stationery; costs of stockholders' and other meetings of the Fund;
directors' fees; audit fees; travel expenses of officers, directors and
employees of the Corporation if any; and the Corporation's pro rata portion of
premiums on any fidelity bond and other insurance covering the Corporation and
its officers and directors.
6. No director, officer or employee of the Corporation or Fund shall
receive from the Corporation any salary or other compensation as such director,
officer or employee while he is at the same time a director, officer, or
employee of the Manager or any affiliated company of the Manager. This paragraph
shall not apply to directors, executive committee members, consultants and other
persons who are not regular members of the Manager's or any affiliated company's
staff.
7. As compensation for the services performed and the facilities
furnished and expenses assumed by the Manager, including the services of any
consultants or sub-advisers retained by the Manager, the Fund shall pay the
Manager, as promptly as possible after the last day of each month, a fee,
computed daily at an annual rate of 0.__% of the average daily net assets of the
Fund. The first payment of the fee shall be made as promptly as possible at the
end of the month succeeding the effective date of this Agreement. If this
Agreement is terminated as of any date not the last day of a month, such fee
shall be paid as promptly as possible after such date of termination, shall be
based on the average daily net assets of the Fund in that period from the
beginning of such month to such date of termination, and shall be based on that
proportion of such average daily net assets as the number of business days in
such period bears to the number of business days in such month. The average
daily net assets of the Fund shall in all cases be based only on business days
and be computed as of the time of the regular close of business of the New York
Stock Exchange, or such other time as may be determined by the Board of
Directors of the Corporation. Each such payment shall be accompanied by a report
prepared either by the Fund or by a reputable firm of independent accountants,
which shall show the amount properly payable to the Manager under this Agreement
and the detailed computation thereof.
- 4 -
<PAGE>
8. The Manager assumes no responsibility under this Agreement other
than to render the services called for hereunder, in good faith, and shall not
be responsible for any action of the Board of Directors of the Corporation in
following or declining to follow any advice or recommendations of the Manager;
provided, that nothing in this Agreement shall protect the Manager against any
liability to the Fund or its shareholders to which it would otherwise be subject
by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties or by reason of its reckless disregard of its
obligations and duties hereunder.
9. Nothing in this Agreement shall limit or restrict the right of any
director, officer, or employee of the Manager who may also be a director,
officer, or employee of the Corporation or the Fund, to engage in any other
business or to devote his time and attention in part to the management or other
aspects of any other business, whether of a similar nature or a dissimilar
nature, or limit or restrict the right of the Manager to engage in any other
business or to render services of any kind, including investment advisory and
management services, to any other corporation, firm, individual or association.
10. As used in this Agreement, the terms "assignment", "interested
persons", and "majority of the outstanding voting securities" shall have the
meanings given to them by Section 2(a) of the 1940 Act, subject to such
exemptions and interpretations as may be granted by the Securities and Exchange
Commission by any rule, regulation or order.
11. This Agreement will become effective with respect to the Fund on
the date first written above, provided that it shall have been approved by the
Corporation's Board of Directors and by the shareholders of the Fund in
accordance with the requirements of the 1940 Act and, unless sooner terminated
as provided herein, will continue in effect for two years from the above written
date. Thereafter, if not terminated, this Agreement shall continue in effect
with respect to the Fund for successive annual periods ending on the same date
of each year, provided that such continuance is specifically approved at least
annually (i) by the Corporation's Board of Directors or (ii) by a vote of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act), provided that in either event the continuance is also approved by a
- 5 -
<PAGE>
majority of the Corporation's Directors who are not interested persons (as
defined in the 1940 Act) of any party to this Agreement, by vote cast in person
at a meeting called for the purpose of voting on such approval.
12. This Agreement is terminable with respect to the Fund without
penalty by the Corporation's Board of Directors, by vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act), or by
the Manager, on not less than 60 days' notice to the other party and will be
terminated upon the mutual written consent of the Manager and the Corporation.
This Agreement shall terminate automatically in the event of its assignment by
the Manager and shall not be assignable by the Corporation without the consent
of the Manager.
13. In the event this Agreement is terminated by either party or upon
written notice from the Manager at any time, the Corporation hereby agrees that
it will eliminate from its corporate name any reference to the name of "Legg
Mason." The Corporation shall have the non-exclusive use of the name "Legg
Mason" in whole or in part only so long as this Agreement is effective or until
such notice is given.
14. The Manager agrees that for services rendered to the Fund, or
indemnity due in connection with service to the Fund, it shall look only to
assets of the Fund for satisfaction and that it shall have no claim against the
assets of any other fund.
- 6 -
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized.
Attest: LEGG MASON GLOBAL TRUST, INC.
By: ______________________ By: _____________________________
Attest: LEGG MASON FUND ADVISER, INC.
By: ______________________ By: _____________________________
- 7 -
FORM OF UNDERWRITING AGREEMENT
This UNDERWRITING AGREEMENT, made this ___ day of__________, 1996, by
and between Legg Mason Global Trust, Inc., a Maryland corporation
("Corporation") on behalf of the Legg Mason Emerging Markets Trust ("Fund"), and
Legg Mason Wood Walker, Incorporated, a Maryland corporation (the
"Distributor").
WHEREAS, the Corporation is registered with the Securities and Exchange
Commission as an open-end investment company under the Investment Company Act of
1940, as amended (the "1940 Act"), and has registered shares of common stock of
the Fund for sale to the public under the Securities Act of 1933 (the "1933
Act") and various state securities laws; and
WHEREAS, the Corporation wishes to retain the Distributor as the
principal underwriter in connection with the offering and sale of the shares of
common stock of the Fund ("Shares") and to furnish certain other services to the
Corporation as specified in this Agreement; and
WHEREAS, this Agreement has been approved by separate votes of the
Corporation's Board of Directors and of certain disinterested directors in
conformity with Section 15 of, and paragraph (b)(2) of Rule 12b-1 under, the
1940 Act; and
WHEREAS, the Distributor is willing to act as principal underwriter and
to furnish such services on the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed as follows:
1. (a) The Corporation hereby appoints the Distributor as principal
underwriter in connection with the offering and sale of shares of the Fund. The
Distributor, as exclusive agent for the Corporation, upon the commencement of
operations of the Fund and subject to applicable federal and state law and the
Articles of Incorporation and By-Laws of the Corporation, shall: (i) promote
<PAGE>
the Fund; (ii) solicit orders for the purchase of the Shares subject to such
terms and conditions as the Corporation may specify; and (iii) accept orders for
the purchase of the Shares on behalf of the Corporation (collectively,
"Distribution Services"). The Distributor shall comply with all applicable
federal and state laws and offer the Shares of the Fund on an agency or "best
efforts" basis under which the Corporation shall issue only such Shares of the
Fund as are actually sold. The Distributor shall have the right to use any list
of shareholders of the Corporation or the Fund or any other list of investors
which it obtains in connection with its provision of services under this
Agreement; provided, however, that the Distributor shall not sell or knowingly
provide such list or lists to any unaffiliated person without the consent of the
Corporation's Board of Directors.
(b) The Distributor shall provide ongoing shareholder liaison services,
including responding to shareholder inquiries, providing shareholders with
information on their investments, and any other services now or hereafter deemed
to be appropriate subjects for the payments of "service fees" under Article III,
Section 26 of the Rules of Fair Practice of the National Association of
Securities Dealers, Inc. (collectively, "Shareholder Services").
2. The Distributor may enter into dealer agreements with registered and
qualified securities dealers it may select for the performance of Distribution
and Shareholder Services, and may enter into agreements with qualified dealers
and other qualified entities to perform administrative, recordkeeping and
sub-accounting services, the form of such agreements to be as mutually agreed
upon and approved by the Corporation and the Distributor. In making such
arrangements, the Distributor shall act only as principal and not as agent for
the Corporation. No such dealer or other entity is authorized to act as agent
for the Corporation in connection with the offering or sale of Shares to the
public or otherwise.
3. The public offering price of the Shares of the Fund shall be the net
asset value per share (as determined by the Corporation) of the outstanding
Shares of the Fund plus any applicable sales charge as described in the
Registration Statement of the Corporation. The Corporation shall furnish the
Distributor with a statement of each computation of public offering price and of
the details entering into such computation.
- 2 -
<PAGE>
4. As compensation for providing Distribution Services under this
Agreement, the Distributor shall retain the sales charge, if any, on purchases
of Shares as set forth in the Registration Statement. The Distributor is
authorized to collect the gross proceeds derived from the sale of the Shares,
remit the net asset value thereof to the Corporation upon receipt of the
proceeds and retain the sales charge, if any. The Distributor shall receive from
the Fund a distribution fee and a service fee at the rates and under the terms
and conditions of the Plan of Distribution ("Plan") adopted by the Corporation
with respect to the Fund, as such Plan is in effect from time to time, and
subject to any further limitations on such fees as the Corporation's Board of
Directors may impose. The Distributor may reallow any or all of the sales
charge, distribution fee and service fee that it has received under this
Agreement to such dealers or sub-accountants as it may from time to time
determine; provided, however, that the Distributor may not reallow to any dealer
for Shareholder Services an amount in excess of .25% of the average annual net
asset value of the shares with respect to which said dealer provides Shareholder
Services.
5. As used in this Agreement, the term "Registration Statement" shall
mean the registration statement most recently filed by the Corporation with the
Securities and Exchange Commission and effective under the 1940 Act and 1933
Act, as such Registration Statement is amended by any amendments thereto at the
time in effect, and the terms "Prospectus" and "Statement of Additional
Information" shall mean, respectively, the form of prospectus and statement of
additional information with respect to the Fund filed by the Corporation as part
of the Registration Statement, or as they may be amended from time to time.
6. The Distributor shall print and distribute to prospective investors
Prospectuses, and shall print and distribute, upon request, to prospective
investors Statements of Additional Information, and may print and distribute
such other sales literature, reports, forms and advertisements in connection
with the sale of the Shares as comply with the applicable provisions of federal
and state law. In connection with such sales and offers of sale, the Distributor
and any dealer or sub-accountant shall give only such information and make only
such statements or representations as are contained in the Prospectus, Statement
of Additional Information, or in information furnished in writing to the
Distributor by the Corporation, and the Corporation shall not be responsible in
any way for any other information, statements or representations given or made
- 3 -
<PAGE>
by the Distributor, any dealer or sub-accountant, or their representatives or
agents. Except as specifically provided in this Agreement, the Corporation shall
bear none of the expenses of the Distributor in connection with its offer and
sale of the Shares.
7. The Corporation agrees at its own expense to register the Shares
with the Securities and Exchange Commission, state and other regulatory bodies,
and to prepare and file from time to time such Prospectuses, Statements of
Additional Information, amendments, reports and other documents as may be
necessary to maintain the Registration Statement. The Fund shall bear all
expenses related to preparing and typesetting such Prospectuses, Statements of
Additional Information, and other materials required by law and such other
expenses, including printing and mailing expenses, related to such Fund's
communications with persons who are shareholders of the Fund.
8. The Corporation agrees to indemnify, defend and hold the Distributor,
its several officers and directors, and any person who controls the Distributor
within the meaning of Section 15 of the 1933 Act, free and harmless from and
against any and all claims, demands, liabilities and expenses (including the
cost of investigating or defending such claims, demands or liabilities and any
counsel fees incurred in connection therewith) which the Distributor, its
officers or directors, or any such controlling person may incur, under the 1933
Act or under common law or otherwise, arising out of or based upon any alleged
untrue statement of a material fact contained in the Registration Statement or
arising out of or based upon any alleged omission to state a material fact
required to be stated or necessary to make the Registration Statement not
misleading, provided that in no event shall anything contained in this Agreement
be construed so as to protect the Distributor against any liability to the
Corporation or its shareholders to which the Distributor would otherwise be
subject by reason of willful misfeasance, bad faith, or gross negligence in the
performance of its duties, or by reason of its reckless disregard of its
- 4 -
<PAGE>
obligations and duties under this Agreement, and further provided that the
Corporation shall not indemnify the Distributor for conduct set forth in
paragraph 9.
9. The Distributor agrees to indemnify, defend and hold the
Corporation, its several officers and directors, and any person who controls the
Corporation within the meaning of Section 15 of the 1933 Act, free and harmless
from and against any and all claims, demands, liabilities and expenses
(including the cost of investigating or defending such claims, demands or
liabilities and any counsel fees incurred in connection therewith) which the
Corporation, its officers or directors, or any such controlling person may
incur, under the 1933 Act or under common law or otherwise, on account of any
wrongful act of the Distributor or any of its employees or arising out of or
based upon any alleged untrue statement of a material fact contained in
information furnished in writing by the Distributor to the Corporation for use
in the Registration Statement or arising out of or based upon any alleged
omission to state a material fact in connection with such information required
to be stated in the Registration Statement or necessary to make such information
not misleading. As used in this paragraph, the term "employee" shall not include
a corporate entity under contract to provide services to the Corporation or the
Fund, or any employee of such a corporate entity, unless such person is
otherwise an employee of the Corporation.
10. The Corporation reserves the right at any time to withdraw all
offerings of the Shares of the Fund by written notice to the Distributor at its
principal office.
11. The Corporation shall not issue certificates representing Shares unless
requested by a shareholder. If such request is transmitted through the
Distributor, the Corporation will cause certificates evidencing the Shares owned
to be issued in such names and denominations as the Distributor shall from time
to time direct, provided that no certificates shall be issued for fractional
Shares.
12. The Distributor may at its sole discretion, directly or through
dealers, repurchase Shares offered for sale by the shareholders or dealers.
Repurchase of Shares by the Distributor shall be at the net asset value next
- 5 -
<PAGE>
determined after a repurchase order has been received. The Distributor will
receive no commission or other remuneration for repurchasing Shares. At the end
of each business day, the Distributor shall notify by telex or in writing, the
Corporation and State Street Bank and Trust Company, the Corporation's transfer
agent, of the orders for repurchase of Shares received by the Distributor since
the last such report, the amount to be paid for such Shares, and the identity of
the shareholders or dealers offering Shares for repurchase. Upon such notice,
the Corporation shall pay the Distributor such amounts as are required by the
Distributor for the repurchase of such Shares in cash or in the form of a credit
against moneys due the Corporation from the Distributor as proceeds from the
sale of Shares. The Corporation reserves the right to suspend such repurchase
right upon written notice to the Distributor. The Distributor further agrees to
act as agent for the Corporation to receive and transmit promptly to the
Corporation's transfer agent shareholder and dealer requests for redemption of
Shares.
13. The Distributor is an independent contractor and shall be agent for the
Corporation only in respect to the sale and redemption of the Shares.
14. The services of the Distributor to the Corporation under this Agreement
are not to be deemed exclusive, and the Distributor shall be free to render
similar services or other services to others so long as its services hereunder
are not impaired thereby.
15. The Distributor shall prepare reports for the Corporation's Board of
Directors on a quarterly basis showing such information concerning expenditures
related to this Agreement as from time to time shall be reasonably requested by
the Board of Directors.
16. As used in this Agreement, the terms "assignment", "interested person",
and "majority of the outstanding voting securities" shall have the meanings
given to them by Section 2(a) of the 1940 Act, subject to such exemptions as may
be granted by the Securities and Exchange Commission by any rule, regulation or
order.
- 6 -
<PAGE>
17. This Agreement will become effective with respect to the Fund on the
date first written above and, unless sooner terminated as provided herein, will
continue in effect for one year from the above written date. Thereafter, if not
terminated, this Agreement shall continue in effect with respect to the Fund for
successive annual periods ending on the same date of each year, provided that
such continuance is specifically approved at least annually (i) by the
Corporation's Board of Directors or (ii) by a vote of a majority of the
outstanding voting securities of the Fund (as defined in the 1940 Act), provided
that in either event the continuance is also approved by a majority of the
Corporation's Directors who are not interested persons (as defined in the 1940
Act) of any party to this Agreement, by vote cast in person at a meeting called
for the purpose of voting on such approval.
18. This Agreement is terminable with respect to the Fund or in its
entirety without penalty by the Corporation's Board of Directors, by vote of a
majority of the outstanding voting securities of the Fund (as defined in the
1940 Act), or by the Distributor, on not less than 60 days' notice to the other
party and will be terminated upon the mutual written consent of the Distributor
and the Corporation. This Agreement will also automatically and immediately
terminate in the event of its assignment.
19. No provision of this Agreement may be changed, waived, discharged or
terminated orally, except by an instrument in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought.
20. In the event this Agreement is terminated by either party or upon
written notice from the Distributor at any time, the Corporation hereby agrees
that it will eliminate from its corporate name any reference to the name of
"Legg Mason." The Corporation shall have the non-exclusive use of the name "Legg
Mason" in whole or in part only so long as this Agreement is effective or until
such notice is given.
- 7 -
<PAGE>
IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed
by their officers thereunto duly authorized.
Attest: LEGG MASON GLOBAL TRUST, INC.
By:___________________ By:_________________________________
Attest: LEGG MASON WOOD WALKER, INCORPORATED
By:___________________ By:_________________________________
- 8 -
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
Legg Mason Global Trust, Inc.
We consent to the incorporation by reference in Post-Effective Amendment
No. 9 to the Registration Statement of Legg Mason Global Trust, Inc. (the
"Corporation") on Form N-1A (File Number 33-56672) of our reports dated February
1, 1996 on our audits of the financial statements and financial highlights of
the Legg Mason Global Government Trust for the year ended December 31, 1995 and
of Legg Mason Global Equity Trust (to be renamed Legg Mason International Equity
Trust) for the period February 17, 1995 (commencement of operations) to December
31, 1995, which reports are included in their respective Annual Reports to
Shareholders for the periods ended December 31, 1995, which are incorporated by
reference in the Registration Statement. We also consent to the reference of our
firm under the caption "The Corporation's Independent Accountants" in the
Statement of Additional Information.
COOPERS & LYBRAND L.L.P.
Baltimore, Maryland
April 22, 1996
FORM OF DISTRIBUTION PLAN OF
LEGG MASON GLOBAL TRUST, INC.
WHEREAS, Legg Mason Global Trust, Inc. (the "Corporation") is an
open-end management investment company registered under the Investment Company
Act of 1940, as amended ("1940 Act"), and intends to offer for public sale
shares of common stock of a series to be known as the Legg Mason Emerging
Markets Trust ("Fund");
WHEREAS, the Corporation has registered the offering of its shares of
common stock under a Registration Statement filed with the Securities and
Exchange Commission and that Registration Statement is in effect as of the date
hereof or expected to be made effective in the near future;
WHEREAS, the Corporation's Board of Directors has established a third
Series of shares of common stock of the Corporation: Legg Mason Emerging Markets
Trust;
WHEREAS, the Corporation desires to adopt a Distribution Plan pursuant
to Rule 12b-1 under the 1940 Act and the Board of Directors has determined that
there is a reasonable likelihood that adoption of the Distribution Plan will
benefit the Corporation and its shareholders; and
WHEREAS, the Corporation has employed Legg Mason Wood Walker,
Incorporated ("Legg Mason") as principal underwriter of the shares of the
Corporation;
NOW, THEREFORE, the Corporation hereby adopts this Distribution Plan
(the "Plan") in accordance with Rule 12b-1 under the 1940 Act on the following
terms and conditions:
1. A. Legg Mason Emerging Markets Trust shall pay to Legg Mason, as
compensation for Legg Mason's services as principal underwriter of the Fund
shares, a distribution fee at the rate of 0.__% on an annualized basis of the
average daily net assets of the Fund's shares, such fee to be calculated and
- 1 -
<PAGE>
accrued daily and paid monthly or at such other intervals as the Board shall
determine.
B. The Corporation shall pay to Legg Mason, as compensation for ongoing
services provided to the Fund's shareholders, a service fee at the rate of 0.__%
on an annualized basis of the average daily net assets of the Fund's shares,
such fee to be calculated and accrued daily and paid monthly or at such other
intervals as the Board shall determine.
C. The Corporation may pay a distribution or service fee to Legg Mason
at a lesser rate than the fees specified in paragraphs 1.A. and 1.B.,
respectively, of this Plan, in either case as agreed upon by the Board and Legg
Mason and as approved in the manner specified in paragraph 3 of this Plan. The
distribution and service fees payable hereunder are payable without regard to
the aggregate amount that may be paid over the years, provided that, so long as
the limitations set forth in Article III, Section 26(d) of the Rules of Fair
Practice of the National Association of Securities Dealers, Inc. ("NASD") remain
in effect and apply to distributors or dealers in the Corporation's shares, the
amounts paid hereunder shall not exceed those limitations, including permissible
interest.
2. As principal underwriter of the Corporation's shares, Legg Mason may
spend such amounts as it deems appropriate on any activities or expenses
primarily intended to result in the sale of the shares of the Fund and/or the
servicing and maintenance of shareholder accounts, including, but not limited
to, compensation to employees of Legg Mason; compensation to Legg Mason, other
broker-dealers and other entities that engage in or support the distribution of
shares or who service shareholder accounts or provide administrative,
sub-accounting and recordkeeping services; expenses of Legg Mason and such
other broker-dealers and other entities, including overhead and telephone
and other communication expenses; the printing of prospectuses, statements
of additional information, and reports for other than existing
shareholders; and preparation and distribution of sales literature and
advertising materials.
3. This Plan shall take effect on ___________ __, 1996 and shall
continue in effect for successive periods of one year from its execution for so
long as such continuance is specifically approved at least annually together
- 2 -
<PAGE>
with any related agreements, by votes of a majority of both (a) the Board of
Directors of the Corporation and (b) those Directors who are not "interested
persons" of the Corporation, as defined in the 1940 Act, and who have no direct
or indirect financial interest in the operation of this Plan or any agreements
related to it (the "Rule 12b-1 Directors"), cast in person at a meeting or
meetings called for the purpose of voting on this Plan and such related
agreements; and only if the Directors who approve the Plan taking effect have
reached the conclusion required by Rule 12b-1(e) under the 1940 Act.
4. Any person authorized to direct the disposition of monies paid or
payable by the Fund pursuant to this Plan or any related agreement shall provide
to the Corporation's Board of Directors and the Board shall review, at least
quarterly, a written report of the amounts so expended and the purposes for
which such expenditures were made. Legg Mason shall submit only information
regarding amounts expended for "distribution activities," as defined in this
paragraph 4, to the Board in support of the distribution fee payable hereunder
and shall submit only information regarding amounts expended for "service
activities," as defined in this paragraph 4, to the Board in support of the
service fee payable hereunder.
For purposes of this Plan, "distribution activities" shall mean any
activities in connection with Legg Mason's performance of its obligations under
the underwriting agreement, dated ___________, by and between the Corporation
and Legg Mason, that are not deemed "service activities." As used herein,
"distribution activities" also includes administrative, sub-accounting or
recordkeeping services provided by an entity if the entity is compensated,
directly or indirectly, by the Fund or Legg Mason for such services. Such
entity may also be paid a service fee if it provides appropriate services.
Nothing in the foregoing is intended to or shall cause there to be any
implication that compensation for such services must be made only pursuant to
a plan of distribution under Rule 12b-1. "Service activities" shall mean
activities covered by the definition of "service fee" contained in amendments
to Article III, Section 26(d) of the NASD's Rules of Fair Practice that
became effective July 7, 1993, including the provision by Legg Mason of
personal, continuing services to investors in the Corporation's
- 3 -
<PAGE>
shares. Overhead and other expenses of Legg Mason related to its "distribution
activities" or "service activities," including telephone and other
communications expenses, may be included in the information regarding amounts
expended for such distribution or service activities, respectively.
5. This Plan may be terminated with respect to the Fund at any time by
vote of a majority of the Rule 12b-1 Directors or by vote of a majority of the
outstanding voting securities of the Fund.
6. This Plan may not be amended to increase materially the amount of
distribution fees provided for in paragraph 1.A. hereof or the amount of service
fees provided for in paragraph 1.B. hereof unless such amendment is approved by
a vote of at least a majority of the outstanding securities, as defined in the
1940 Act, of the Corporation, and no material amendment to the Plan shall be
made unless such amendment is approved in the manner provided for continuing
approval in paragraph 3 hereof.
8. While this Plan is in effect, the selection and nomination of
Directors who are not interested persons of the Corporation, as defined in the
1940 Act, shall be committed to the discretion of Directors who are themselves
not interested persons.
9. The Corporation shall preserve copies of this Plan and any related
agreements for a period of not less than six years from the date of expiration
of the Plan or agreement, as the case may be, the first two years in an easily
accessible place; and shall preserve copies of each report made pursuant to
paragraph 4 hereof for a period of not less than six years from the date of such
report, the first two years in an easily accessible place.
- 4 -
<PAGE>
IN WITNESS WHEREOF, the Corporation has executed this Distribution Plan
as of the day and year set forth below.
Date: LEGG MASON GLOBAL TRUST, INC.
By:______________________________
Attest:
By:______________________________
Agreed and assented to by
LEGG MASON WOOD WALKER, INCORPORATED
By:______________________________
- 5 -
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 1
<NAME> LEGG MASON GLOBAL GOVERNMENT TRUST
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 142,280
<INVESTMENTS-AT-VALUE> 145,048
<RECEIVABLES> 5,183
<ASSETS-OTHER> 65
<OTHER-ITEMS-ASSETS> 5,122
<TOTAL-ASSETS> 155,418
<PAYABLE-FOR-SECURITIES> 0
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 1,464
<TOTAL-LIABILITIES> 1,464
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 150,559
<SHARES-COMMON-STOCK> 14,907
<SHARES-COMMON-PRIOR> 15,243
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 1,167
<ACCUMULATED-NET-GAINS> (545)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 2,773
<NET-ASSETS> 153,954
<DIVIDEND-INCOME> 0
<INTEREST-INCOME> 11,257
<OTHER-INCOME> 0
<EXPENSES-NET> 2,706
<NET-INVESTMENT-INCOME> 8,551
<REALIZED-GAINS-CURRENT> 11,324
<APPREC-INCREASE-CURRENT> 8,228
<NET-CHANGE-FROM-OPS> 28,103
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (16,542)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 2,328
<NUMBER-OF-SHARES-REDEEMED> (4,059)
<SHARES-REINVESTED> 1,395
<NET-CHANGE-IN-ASSETS> 8,539
<ACCUMULATED-NII-PRIOR> 1,349
<ACCUMULATED-GAINS-PRIOR> (4,060)
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 1,120
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 2,706
<AVERAGE-NET-ASSETS> 149,377
<PER-SHARE-NAV-BEGIN> 9.54
<PER-SHARE-NII> .63
<PER-SHARE-GAIN-APPREC> 1.32
<PER-SHARE-DIVIDEND> (1.16)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.33
<EXPENSE-RATIO> 1.81
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 6
<SERIES>
<NUMBER> 2
<NAME> LEGG MASON GLOBAL EQUITY TRUST
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> FEB-17-1995
<PERIOD-END> DEC-31-1995
<INVESTMENTS-AT-COST> 63,522
<INVESTMENTS-AT-VALUE> 65,328
<RECEIVABLES> 1,839
<ASSETS-OTHER> 60
<OTHER-ITEMS-ASSETS> 1,022
<TOTAL-ASSETS> 68,249
<PAYABLE-FOR-SECURITIES> 2,127
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 175
<TOTAL-LIABILITIES> 2,302
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 64,633
<SHARES-COMMON-STOCK> 6,163
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> (2)
<ACCUMULATED-NET-GAINS> (520)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 1,836
<NET-ASSETS> 65,947
<DIVIDEND-INCOME> 695
<INTEREST-INCOME> 144
<OTHER-INCOME> 0
<EXPENSES-NET> 681
<NET-INVESTMENT-INCOME> 158
<REALIZED-GAINS-CURRENT> (89)
<APPREC-INCREASE-CURRENT> 1,837
<NET-CHANGE-FROM-OPS> 1,906
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> (158)
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> (434)
<NUMBER-OF-SHARES-SOLD> 6,453
<NUMBER-OF-SHARES-REDEEMED> (345)
<SHARES-REINVESTED> 55
<NET-CHANGE-IN-ASSETS> 65,946
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 227
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 882
<AVERAGE-NET-ASSETS> 34,784
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> .04
<PER-SHARE-GAIN-APPREC> .77
<PER-SHARE-DIVIDEND> (.04)
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> (0.07)
<PER-SHARE-NAV-END> 10.70
<EXPENSE-RATIO> 2.25
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
