LEGG MASON GLOBAL TRUST INC
497, 2000-05-05
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Legg Mason Global Trust, Inc.:
         Legg Mason Global Income Trust
         Legg Mason International Equity Trust
         Legg Mason Emerging Markets Trust
         Legg Mason Europe Fund



                 PRIMARY CLASS AND CLASS A PROSPECTUS         April 28, 2000
                 logo

                 THE ART OF INVESTING(SM)



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

<PAGE>

TABLE OF CONTENTS

About the funds:

 1    Investment objectives

 7    Principal risks

12    Performance

17    Fees and expenses of the funds

20    Management


About your investment:

24    How to invest

28    How to sell your shares

30    Account policies

32    Services for investors

34    Dividends and taxes

36    Financial highlights

                                      -2-
<PAGE>

Legg Mason Global Trust, Inc.

[icon] INVESTMENT OBJECTIVES AND POLICIES

GLOBAL INCOME TRUST

Investment  objective:  Current  income  and  capital  appreciation  in order to
achieve an attractive total return consistent with prudent investment risk.

Principal investment strategies:

The fund  invests at least 75% of its total  assets in fixed  income  securities
rated  investment  grade by Moody's  Investor's  Service,  Inc.  ("Moody's")  or
Standard & Poor's,  Inc.  ("S&P")  or, if  unrated by Moody's or S&P,  judged by
Western  Asset  Management  Company,  the fund's  adviser,  to be of  comparable
quality.  Up to 25% of the fund's  assets may be  invested  in below  investment
grade  securities  of foreign  and  domestic  issuers,  loans of banks and other
financial  institutions  (which  may be  below  investment  grade),  convertible
securities, and common and preferred stock.

The types of fixed income securities in which the fund may invest include:

o        U.S. and foreign investment-grade corporate debt securities
o        U.S. and foreign high-yield corporate debt securities  (including those
         commonly known as "junk bonds")
o        sovereign debt obligations of developed nations
o        sovereign debt obligations of emerging market countries
o        mortgage-related and asset-backed securities.

The fund will  maintain a minimum of 25% 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 debt securities in
which the fund may invest may be of any maturity, and there are no limits on the
average maturity of the fund's portfolio. The fund may invest in corporate fixed
income  securities  rated  as low as C by  Moody's  or D by S&P or in  non-rated
securities deemed by the adviser to be of comparable quality.

Under normal  circumstances,  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 assets that may be invested in any one country or currency.

The  adviser  has a number of  proprietary  tools  which  attempt  to define the
inter-relationship   between  bond  markets,  sectors  and  maturities.   Target
allocation ranges among countries and sector types and prices are established as
part of the adviser's  strategy  process,  monitored  daily and  re-balanced  if
necessary as dictated by macro-economic or company-specific events. This ongoing
screening  drives the adviser's  discipline  for buying,  selling or holding any
securities or currency  position.  The adviser deviates from the discipline only
if exceptional circumstances disrupt the orderly functioning of the markets. The
adviser's  management  style favors  `rotation'  among the  government,  agency,
corporate,  and mortgage-backed  sectors of the fixed income securities markets,
which may result in high portfolio turnover.

The adviser sells  securities when they have realized what the adviser  believes
is their potential  value or when the adviser  believes that they are not likely
to achieve that value in a reasonable period of time.

For temporary  defensive  purposes,  the fund may borrow money or invest without
limit in cash and U.S.  dollar-denominated  money market  instruments  including
repurchase  agreements.  If the fund invests  substantially in such instruments,
the fund may not be pursuing its principal  investment  strategies  and the fund
may not achieve its investment objective.

                                      -3-
<PAGE>

INTERNATIONAL EQUITY TRUST

Investment objective: Maximum long-term total return.

Principal  investment  strategies:   Batterymarch  Financial  Management,   Inc.
("Batterymarch"),  the fund's adviser, currently intends to invest substantially
all of the fund's assets in non-U.S. equity securities.

The primary focus of the adviser is stock  selection,  with a secondary focus on
country allocation.  The adviser uses a bottom-up,  quantitative stock selection
process  for  the  developed  markets  portion  of  the  fund's  portfolio.  The
cornerstone of this process is a proprietary  stock  selection  model that ranks
more than 2,800 stocks in the fund's principal  investable  universe by relative
attractiveness  on a daily basis.  The  quantitative  factors  within this model
measure  growth,   value,   changes  in  earnings   expectations  and  technical
indicators.  Because the same quantitative  factors are not effective across all
markets due to individual market characteristics,  the adviser adjusts the stock
selection  model to include  factors in each market that its research  indicates
are effective.  The adviser runs the stock  selection  model and re-balances the
portfolio daily, purchasing stocks ranked "buys" by the model and selling stocks
ranked  "sells." Stocks are sold when the original reason for purchase no longer
pertains, the fundamentals have deteriorated or portfolio re-balancing warrants.

Region and country  allocation for the developed  markets portion of the fund is
based on rankings  generated by the adviser's  proprietary  country  model.  The
adviser  examines  securities  from over 20  international  stock markets,  with
emphasis on several of the largest:  Japan, the United Kingdom,  France,  Canada
and Germany.

The fund may invest up to 35% of its total assets in emerging market securities.
The adviser's  investment  strategy for the emerging markets portion of the fund
represents a distinctive  combination  of tested  quantitative  methodology  and
traditional  fundamental  analysis.  The emerging markets  allocation focuses on
higher-quality,  dominant  companies  that the  adviser  believes to have strong
growth prospects and reasonable valuations.  Country allocation for the emerging
markets  portion of the portfolio  also combines  quantitative  and  fundamental
approaches.

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  adviser  may also  seek to  enhance
portfolio returns through active currency hedging strategies.

The  fund  is not  limited  in  the  amount  of its  total  assets  that  may be
denominated in a single currency or invested in securities of issuers located in
a single country.

When cash is temporarily  available,  or for temporary defensive purposes,  when
the adviser  believes  such action is warranted  by abnormal  market or economic
situations,   the   fund   may   invest   without   limit   in  cash   and  U.S.
dollar-denominated money market instruments,  including repurchase agreements of
domestic issuers. Such securities will be rated investment grade or, if unrated,
will be determined by the fund's  adviser to be  investment  grade.  If the fund
invests  substantially  in such  instruments,  the fund may not be pursuing  its
principal  investment  strategies  and the fund may not achieve  its  investment
objective.

                                      -4-
<PAGE>

EMERGING MARKETS TRUST

Investment objective: Long-term capital appreciation.

Principal investment strategies:

Batterymarch,  the fund's adviser,  intends to invest  substantially  all of the
fund's assets in equity securities and convertible securities of emerging market
issuers.

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.

The  fund  is not  limited  in  the  amount  of its  total  assets  that  may be
denominated in a single currency or invested in securities of issuers located in
a single country.

The adviser focuses on higher-quality,  dominant emerging markets companies that
the adviser believes to have strong growth prospects and reasonable  valuations,
selected from a principal investable universe of approximately 1,000 stocks. The
adviser's  emerging  markets  investment   strategy   represents  a  distinctive
combination of quantitative  methodology and traditional  fundamental  analysis.
Traditional "on-the-ground" fundamental research is combined by the adviser with
tested quantitative  valuation  disciplines in those markets where reliable data
are  available.  In  determining  country  allocation,  the adviser  also merges
quantitative  and fundamental  approaches.  In markets with reliable  historical
data,  buy and sell  decisions  are  driven  by a  combination  of  quantitative
valuations  and the  adviser's  fundamental  opinions.  Stocks are sold when the
original  reason  for  purchase  no  longer  pertains,   the  fundamentals  have
deteriorated or portfolio re-balancing warrants.

When cash is temporarily  available,  or for temporary defensive purposes,  when
the adviser  believes  such action is warranted  by abnormal  market or economic
situations,   the   fund   may   invest   without   limit   in  cash   and  U.S.
dollar-denominated money market instruments,  including repurchase agreements of
domestic issuers. Such securities will be rated investment grade or, if unrated,
will be  determined  by the  adviser to be of  comparable  quality.  If the fund
invests  substantially  in such  instruments,  the fund may not be pursuing  its
principal  investment  strategies  and the fund may not achieve  its  investment
objective.

                                      -5-

<PAGE>

EUROPE FUND

Investment objective: Long-term growth of capital.

Principal investment strategies:

Lombard Odier International  Portfolio  Management,  Limited ("Lombard Odier" or
"sub-adviser"),  the fund's  sub-adviser,  under normal  circumstances,  invests
substantially  all of the fund's assets in equity securities of European issuers
that it believes offer above-average  potential for capital  appreciation.  Such
securities include common and preferred stocks,  convertible securities,  rights
and warrants.  The sub-adviser  focuses on relatively larger capitalized issuers
with good earnings, growth potential and strong management.

A  smaller  portion  of the  fund's  assets  may be  invested  in  fixed  income
securities  such as obligations of foreign or domestic  governments,  government
agencies or municipalities and obligations of foreign or domestic companies. The
sub-adviser will invest in such securities for potential capital appreciation.

Securities in the fund's  portfolio  may be sold when they attain  certain price
targets or when better  opportunities arise. Sell decisions also are affected by
the  level  of  subscriptions  and  redemptions  of  shares  of  the  fund.  The
sub-adviser's investment technique may result in high portfolio turnover.

For  temporary  defensive  purposes,  the fund may hold all or a portion  of its
total  assets  in  money  market  instruments,   cash  equivalents,   short-term
government  and  corporate  obligations  or repurchase  agreements.  If the fund
invests  substantially  in such  instruments,  the fund may not be pursuing  its
principal  investment  strategies  and the fund may not achieve  its  investment
objective.

                                      -6-
<PAGE>

[icon] PRINCIPAL RISKS

In general:

There is no assurance that a fund will meet its investment objective;  investors
can  lose  money  by  investing  in the  funds.  As with all  mutual  funds,  an
investment  in any of these  funds is not insured or  guaranteed  by the Federal
Deposit Insurance Corporation or any other government agency.

Market risk:

International  Equity  Trust,  Emerging  Markets  Trust and Europe  Fund  invest
primarily in foreign equity  securities.  Prices of equity securities  generally
fluctuate more than those of other securities,  such as debt securities.  A fund
may  experience a substantial  or complete loss on an individual  stock.  Market
risk may affect a single  issuer,  industry  or  section  of the  economy or may
affect the market as a whole.

Foreign securities risk:

Investments in foreign securities  (including those denominated in U.S. dollars)
involve  certain risks not typically  associated  with  investments  in domestic
issuers.  The values of foreign securities are subject to economic and political
developments in the countries and regions where the companies  operate,  such as
changes in  economic  or monetary  policies,  and to changes in exchange  rates.
Values may also be affected by foreign tax laws and  restrictions  on  receiving
the investment  proceeds from a foreign country.  Some foreign  governments have
defaulted on principal and interest payments.

In general,  less information is publicly available about foreign companies than
about U.S.  companies.  Foreign  companies are generally not subject to the same
accounting,  auditing and financial  reporting  standards as are U.S. companies.
Transactions in foreign  securities may be subject to less efficient  settlement
practices,  including extended clearance and settlement  periods.  Foreign stock
markets may be less liquid and less regulated than U.S. stock markets.

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. Even where a security is backed by the full faith and credit
of a foreign  government,  it may be  difficult  for a fund to pursue its rights
against a foreign government in that country's courts.

Emerging markets risk:

The risks of foreign investment are greater for investments in emerging markets.
Emerging market countries typically have economic and political systems that are
less fully developed,  and can be expected to be less stable, than those of more
advanced countries. Low trading volumes may result in a lack of liquidity and in
price  volatility.  Emerging  market  countries  may have policies that restrict
investment by foreigners,  or that prevent  foreign  investors from  withdrawing
their money at will.

Because each of the funds may invest a significant amount of its total assets in
emerging  market  securities,  investors  should  be  able to  tolerate  sudden,
sometimes  substantial,  fluctuations  in the  value  of their  investments.  An
investment  in any fund that  invests in emerging  market  securities  should be
considered speculative.

Currency risk:

Because each of the funds invests  significantly  in securities  denominated  in
foreign  currencies,  the funds may incur currency  conversion costs, and may be
affected  favorably or unfavorably  by changes in the rates of exchange  between
those  currencies and the U.S. dollar.  Currency  exchange rates can be volatile
and affected by, among other factors,  the general  economics of a country,  the
actions of the U.S. and foreign  governments or central banks, the imposition of

                                      -7-
<PAGE>

currency controls, and speculation.  A security may be denominated in a currency
that is different from the currency where the issuer is domiciled.

The funds may from time to time hedge a portion of their  currency  risk,  using
currency  futures,  forwards,  or options.  However,  these  instruments may not
always work as intended,  and in specific  cases a fund may be worse off than if
it had not used a hedging instrument. For most emerging market currencies, there
are not suitable hedging instruments available.

The conversion of certain European  currencies into the Euro began on January 1,
1999, and is expected to continue into 2002. Full implementation of the Euro may
be  delayed  and  difficulties  with the  conversion  may  significantly  impact
European  capital  markets  resulting in increased  volatility  in world capital
markets.  Individual  issuers  may  suffer  substantial  losses if they or their
suppliers are not adequately prepared for the transition.

Concentration and non-diversification:

Europe  Fund  invests  primarily  in  securities  of  European  issuers.  A fund
concentrating a significant portion of its investment in a single region will be
more susceptible to factors adversely  affecting issuers within that region than
would a less concentrated portfolio of securities.

European  issuers  are subject to the special  risks in that  region,  including
risks related to the introduction of the Euro and the potential for difficulties
in its  acceptance  and the  emergence  of more unified  economic and  financial
governance in the European Monetary Union ("EMU") countries.

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

Risks of fixed-income securities:

Global  Income Trust  invests  substantially  all of its assets in  fixed-income
securities. Europe Fund may invest up to 35% of its total assets in fixed-income
securities.  International  Equity  Trust and  Emerging  Markets  Trust may also
invest in fixed-income securities to a lesser extent.

Interest rate risk -

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

Certain  securities  pay interest at variable or floating  rates.  Variable rate
securities  reset at specified  intervals,  while floating rate securities reset
whenever there is a change in a specified index rate. In most cases, these reset
provisions  reduce  the  effect  of  market  interest  rates on the value of the
security.  However,  some securities do not track the underlying index directly,
but reset based on formulas  that can produce an effect  similar to  leveraging;
others may provide for interest  payments that vary inversely with market rates.
The market prices of these securities may fluctuate  significantly when interest
rates change.

                                      -8-
<PAGE>

Credit risk -

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

Moody's  considers debt securities rated in the lowest investment grade category
(Baa)  to  have  speculative   characteristics.   Debt  securities  rated  below
investment  grade are deemed by the ratings  agencies to be speculative  and may
involve major risk or exposure to adverse conditions. Those in the lowest rating
categories  may  involve a  substantial  risk of default  or may be in  default.
Changes in economic  conditions or developments  regarding the individual issuer
are more  likely to cause  price  volatility  and  weaken the  capacity  of such
securities to make  principal and interest  payments than is the case for higher
grade debt securities.

Call risk -

Many fixed income  securities,  especially  those issued at high interest rates,
provide that the issuer may repay them early.  Issuers often exercise this right
when interest rates are low. Accordingly, holders of callable securities may not
benefit  fully from the  increase  in value that other  fixed-income  securities
experience when rates decline.  Furthermore,  the fund reinvests the proceeds of
the payoff at current  yields,  which are lower than those paid by the  security
that was paid off.

Investment models:

The proprietary  models used by the advisers to evaluate  securities markets are
based on the advisers'  understanding  of the interplay of market factors and do
not assure  successful  investment.  The  markets,  or the prices of  individual
securities, may be affected by factors not foreseen in developing the models.

Portfolio Turnover -

Each fund may have an annual  portfolio  turnover  rate in excess of 100%.  High
turnover  rates can  result in  increased  trading  costs and  higher  levels of
realized capital gains.

                                      -9-
<PAGE>

[icon] PERFORMANCE

Each fund has two  authorized  classes  of  shares:  Primary  Class  shares  and
Navigator  Class  shares;  Europe  Fund has an  additional  authorized  class of
shares:  Class A shares.  The  information  provided  below for  Europe  Fund is
primarily  for  Class A shares  which is the class of  shares  with the  longest
history.  Its expenses  generally are slightly lower, and its performance higher
than Primary  Class  shares.  Each class is subject to different  expenses and a
different sales charge  structure.  The information below provides an indication
of the risks of investing in a fund by showing changes in the fund's performance
from  year  to  year.  Annual  returns  assume  reinvestment  of  dividends  and
distributions.  Historical  performance of a fund does not necessarily  indicate
what will happen in the future.  Sales charges have not been deducted from total
returns (in the bar chart) for Class A shares. Returns would have been lower had
these charges been deducted.

                   GLOBAL INCOME TRUST - PRIMARY CLASS SHARES

YEAR BY YEAR TOTAL RETURN AS OF DECEMBER 31 OF EACH YEAR (%)

24%

21%
                             20.80
18%

15%

12%                                                     11.50

9%                                     8.22

6%

3%

0%
                   -1.40                        -1.69
- -3%                                                               -3.23

                    1994      1995     1996     1997    1998      1999

DURING THE PAST SIX CALENDAR YEARS:

- --------------------------------------------------------------------------------
                           Quarter Ended             Total Return
- --------------------------------------------------------------------------------
Best quarter:              March 31, 1995                7.86%
- --------------------------------------------------------------------------------
Worst quarter:             March 31, 1999               -4.75%
- --------------------------------------------------------------------------------

In the  following  table,  average  annual  total  returns  for the years  ended
December 31, 1999, are compared with the Salomon  Brothers World Government Bond
Index.

- --------------------------------------------------------------------------------
                               1 Year         5 Years          Life of Class
- --------------------------------------------------------------------------------
Global Income Trust            -3.23%          6.76%              5.80%(a)
- --------------------------------------------------------------------------------
Salomon Brothers World         -4.27%          6.42%              5.96%(b)
Government Bond Index
- --------------------------------------------------------------------------------

                                      -10-
<PAGE>

(a)      April 15, 1993 (commencement of operations) to December 31, 1999.
(b)      For the period April 30, 1993 to December 31, 1999.

                INTERNATIONAL EQUITY TRUST - PRIMARY CLASS SHARES

YEAR BY YEAR TOTAL RETURN AS OF DECEMBER 31 OF EACH YEAR (%)

                                      20.58
18%
                   16.49
15%

12%

9%                                     8.49

6%

3%
                             1.76

0%                 1996      1997      1998      1999

DURING THE PAST FOUR CALENDAR YEARS:

- --------------------------------------------------------------------------------
                           Quarter Ended             Total Return
- --------------------------------------------------------------------------------
Best quarter:              March 31, 1998                15.70%
- --------------------------------------------------------------------------------
Worst quarter:             September 30, 1998           -20.06%
- --------------------------------------------------------------------------------

In the  following  table,  average  annual  total  returns  for the years  ended
December 31, 1999,  are compared with the Morgan Stanley  Capital  International
Europe, Australia and the Far East (MSCI EAFE) Index.

- --------------------------------------------------------------------------------
                                 1 Year            Life of Class
- --------------------------------------------------------------------------------
International Equity Trust       20.58%               11.19%(a)
- --------------------------------------------------------------------------------
MSCI EAFE Index                  26.96%               14.27%(b)
- --------------------------------------------------------------------------------

(a)      February 17, 1995 (commencement of operations) to December 31, 1999.
(b)      For the period February 28, 1995 to December 31, 1999.

                                      -11-
<PAGE>

                  EMERGING MARKETS TRUST - PRIMARY CLASS SHARES

YEAR BY YEAR TOTAL RETURN AS OF DECEMBER 31 OF EACH YEAR (%)

                                    101.15
100%

 75%

 50%

 25%

  0%
                   -6.18
- -25%

- -50%

- -75%
                             -29.34
                   1997       1998     1999


DURING THE PAST THREE CALENDAR YEARS:

- --------------------------------------------------------------------------------
                           Quarter Ended                Total Return
- --------------------------------------------------------------------------------
Best quarter:              December 31, 1999                39.72%
- --------------------------------------------------------------------------------
Worst quarter:             September 30, 1998              -28.18%
- --------------------------------------------------------------------------------

In the  following  table,  average  annual  total  returns  for the years  ended
December 31, 1999,  are compared with the Morgan Stanley  Capital  International
Emerging Markets Free (MSCI EM Free) Index.

- --------------------------------------------------------------------------------
                                  1 Year            Life of Class
- --------------------------------------------------------------------------------
Emerging Markets Trust            101.15%              9.93%(a)
- --------------------------------------------------------------------------------
MSCI EM Free Index                66.41%               1.61%(b)
- --------------------------------------------------------------------------------

(a)      May 28, 1996 (commencement of operations) to December 31, 1999.
(b)      For the period May 31, 1996 to December 31, 1999.

                                      -12-
<PAGE>

                          EUROPE FUND -- CLASS A SHARES

YEAR BY YEAR TOTAL RETURN AS OF DECEMBER 31 OF EACH YEAR (%)

 50%

 40%                                                                 41.85

 30%                             29.91                31.53

 20%                                           19.90        17.52          25.41

 10%              7.07

 0%
                                       -4.23
- -10%                     -7.17

- -20%   -20.56

- -30%

         1990    1991     1992   1993   1994    1995   1996   1997   1998   1999


DURING THE PAST TEN CALENDAR YEARS:

- --------------------------------------------------------------------------------
                           Quarter Ended             Total Return
- --------------------------------------------------------------------------------
Best quarter:              December 31, 1999             25.98%
- --------------------------------------------------------------------------------
Worst quarter:             September 30, 1990           -20.21%
- --------------------------------------------------------------------------------

In the  following  table,  average  annual  total  returns  for the years  ended
December 31, 1999,  are compared with the Morgan Stanley  Capital  International
(MSCI) Europe Index.

- --------------------------------------------------------------------------------
                             1 Year      5 Years     10 Years    Life of Class
- --------------------------------------------------------------------------------
Europe Fund Class A          25.41%      26.95%       12.47%      11.09% (a)
- --------------------------------------------------------------------------------
Europe Fund Primary Class    24.44%        n/a         n/a        26.06% (b)
- --------------------------------------------------------------------------------
MSCI Europe Index            15.89%      22.12%       14.05%      14.16% (c)
- --------------------------------------------------------------------------------

(a) August 19, 1986  (commencement  of sale of Class A shares) to  December  31,
    1999.
(b) July 23, 1997 (commencement of sale of Primary Class shares) to December 31,
    1999.
(c) For comparison with Class A shares, the index's return shown in the table is
    for the period  August 31, 1986 to December 31, 1999.  For  comparison  with
    Primary  Class  shares,  the index's  return for the period July 31, 1997 to
    December 31, 1999 was 19.57%.

                                      -13-
<PAGE>

[icon] FEES AND EXPENSES OF THE FUNDS

The table  below  describes  the fees and  expenses  you will incur  directly or
indirectly as an investor in a fund. Each fund pays operating  expenses directly
out of its assets so they lower that  fund's  share price and  dividends.  Other
expenses include transfer agency, custody, professional and registration fees.

     GLOBAL INCOME TRUST, INTERNATIONAL EQUITY TRUST, EMERGING MARKETS TRUST

SHAREHOLDER FEES (fees paid directly from your investment)

- --------------------------------------------------------------------------------
Emerging Markets Trust redemption fee:                        2.00%*
- --------------------------------------------------------------------------------

* Proceeds of shares  redeemed or exchanged  within one year of purchase will be
subject to a 2% redemption  fee. The fee is paid directly to the fund and not to
the manager or distributor.

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)

- --------------------------------------------------------------------------------
                             Global Income   International  Emerging Markets
Primary Class shares of:        Trust        Equity Trust        Trust
- --------------------------------------------------------------------------------
Management fees (a)             0.75%           0.75%            1.00%
- --------------------------------------------------------------------------------
Distribution and service        0.75%           1.00%            1.00%
(12b-1) fees
- --------------------------------------------------------------------------------
Other Expenses                  0.40%           0.38%            0.75%
- --------------------------------------------------------------------------------
Total Annual Fund
Operating Expenses (a)          1.90%            2.13%           2.75%
- --------------------------------------------------------------------------------

(a) Legg Mason Fund Adviser,  Inc., as manager,  has voluntarily agreed to waive
fees so that  Primary  Class  share  expenses  (exclusive  of  taxes,  interest,
brokerage and  extraordinary  expenses) do not exceed the following annual rates
of each fund's  average daily net assets  attributable  to Primary Class shares:
for Global Income Trust,  1.90%  indefinitely;  for International  Equity Trust,
2.25% indefinitely;  and for Emerging Markets Trust, 2.50% until April 30, 2001.
These  voluntary  waivers may be  terminated  at any time.  With these  waivers,
management  fees and total  annual fund  operating  expenses for the fiscal year
ended December 31, 1999 were 0.75% and 2.50%, for Emerging Markets Trust. No fee
waivers were necessary for Global Income Trust or International Equity Trust.

EXAMPLE:

This example  helps you compare the cost of investing in a fund with the cost of
investing in other  mutual  funds.  Although  your actual costs may be higher or
lower, you would pay the following  expenses on a $10,000  investment in a fund,
assuming (1) a 5% return each year, (2) the fund's operating expenses remain the
same as shown in the table  above,  and (3) you redeem all of your shares at the
end of the time periods shown.

                                      -14-
<PAGE>

- --------------------------------------------------------------------------------
                            1 YEAR      3 YEARS      5 YEARS       10 YEARS
- --------------------------------------------------------------------------------
Global Income Trust          $193        $597         $1026         $2222
- --------------------------------------------------------------------------------
International Equity Trust   $216        $667         $1144         $2462
- --------------------------------------------------------------------------------
Emerging Markets Trust       $480        $853         $1454         $3080
- --------------------------------------------------------------------------------
Emerging Markets Trust
(assuming no redemption)     $278        $853         $1454         $3080
- --------------------------------------------------------------------------------

                                   EUROPE FUND

SHAREHOLDER FEES
(fees paid directly from your investment)

- --------------------------------------------------------------------------------
                                   Class A Shares      Primary Class Shares
- --------------------------------------------------------------------------------
Maximum sales charge (load)
imposed on purchases (as a %
of offering price) (a)                  4.75%                   None
- --------------------------------------------------------------------------------
Maximum deferred sales charge
(as a % of net asset value) (b)         None                    None
- --------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES
(expenses that are deducted from fund assets)

- --------------------------------------------------------------------------------
                                   Class A Shares      Primary Class Shares
- --------------------------------------------------------------------------------
Management fees (c)                    1.00%                  1.00%
- --------------------------------------------------------------------------------
Distribution and/or service
(12b-1) fees                           0.25%                  1.00%
- --------------------------------------------------------------------------------
Other Expenses                         0.54%                  0.58%
- --------------------------------------------------------------------------------
Total Annual Fund
Operating Expenses (c)                 1.79%                  2.58%
- --------------------------------------------------------------------------------

(a) Sales charge  waivers and reduced sales charge  purchase plans are available
for Class A shares. See "How to Invest."

(b) A contingent  deferred sales charge ("CDSC") of 1% of the net asset value of
Class A shares will be imposed on  redemptions of shares  purchased  pursuant to
the front-end  sales charge waiver on purchases of $1 million or more of Class A
shares made within one year of the purchase date. See "How to Invest."

(c) Legg Mason Fund Adviser,  Inc., as  investment  adviser to Europe Fund,  has
voluntarily agreed to waive fees so that expenses (exclusive of taxes, interest,
brokerage and extraordinary  expenses) do not exceed the following annual rates:
1.85% of the fund's average daily net assets attributable to Class A shares; and
2.60% of the fund's  average  daily net  assets  attributable  to Primary  Class
shares.  These voluntary  waivers will continue until April 30, 2001, and may be
terminated  at any time.  No fee waivers  were  necessary  for either Class A or
Primary Class shares.

                                      -15-
<PAGE>

EXAMPLE:

This  example  helps you compare the cost of  investing  in Europe Fund with the
cost of  investing  in other  mutual  funds.  Although  your actual costs may be
higher or lower, you would pay the following expenses on a $10,000 investment in
the fund,  assuming (1) a 5% return each year, (2) the fund's operating expenses
remain  the same as shown in the table  above,  and (3) you  redeem  all of your
shares at the end of the time periods shown.  This example also assumes that the
maximum initial sales charge is deducted at the time of purchase.

- --------------------------------------------------------------------------------
                            1 YEAR      3 YEARS       5 YEARS        10 YEARS
- --------------------------------------------------------------------------------
Class A shares               $649        $1014         $1404          $2490
- --------------------------------------------------------------------------------
Primary Class shares         $262        $805          $1375          $2925
- --------------------------------------------------------------------------------

                                      -16-
<PAGE>

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

MANAGEMENT AND ADVISERS:

LEGG MASON FUND ADVISER, INC. ("LMFA"),  100 Light Street,  Baltimore,  Maryland
21202,  is  the  manager  of the  funds.  LMFA  is  responsible  for  investment
management   and   administrative   services  and  for   overseeing  the  funds'
relationships  with outside service providers,  such as the custodian,  transfer
agent, accountants, and lawyers.

LMFA acts as manager or adviser to investment companies with aggregate assets of
about $18.2 billion as of December 31, 1999.

For its services  during the fiscal year ended December 31, 1999, each fund paid
LMFA a percentage of its average daily net assets as follows:

Global Income Trust                0.75%
International Equity Trust         0.75%
Emerging Markets Trust             0.75%
Europe Fund                        1.00%

Prior to October 6, 1999,  Bartlett & Co. served as Europe Fund's  manager under
compensation arrangements substantially similar to those with LMFA.

BATTERYMARCH FINANCIAL MANAGEMENT, Inc. ("Batterymarch"),  200 Clarendon Street,
Boston, Massachusetts 02116, is investment adviser to International Equity Trust
and  Emerging  Markets  Trust.   Batterymarch  is  responsible  for  the  actual
investment management of these funds, which includes making investment decisions
and placing orders to buy or sell a particular security.

LMFA pays  Batterymarch  a monthly  fee of 66 2/3% of the fee it  receives  from
International  Equity Trust and a monthly fee of 75% of the fee it receives from
Emerging Markets Trust. Fees paid to Batterymarch are net of any waivers.

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 $6.6 billion as of December 31, 1999.

WESTERN ASSET MANAGEMENT COMPANY ("Western Asset"), 117 East Colorado Boulevard,
Pasadena,  California  91105,  is  investment  adviser to Global  Income  Trust.
Western Asset is responsible for the actual  investment  management of the fund,
which includes making  investment  decisions and placing orders to buy or sell a
particular security. LMFA pays Western Asset a monthly fee of 53 1/3% of the fee
it receives from Global Income Trust, net of any waivers.

Western  Asset acts as investment  adviser to  investment  companies and private
accounts with aggregate assets of about $52.5 billion as of December 31, 1999.

WESTERN  ASSET   MANAGEMENT   COMPANY  LIMITED   ("Western  Asset  Ltd."),   155
Bishopsgate,  London, England, serves as investment sub-adviser to Global Income
Trust. Western Asset Ltd. is responsible for providing research,  analytical and
trading  support  for the  fund's  investment  programs,  as well as  exercising
investment  discretion for part of the portfolio,  subject to the supervision of
Western Asset and LMFA.

For its  services  and for  expenses  borne by  Western  Asset  Ltd.  under  its
sub-advisory agreement, Western Asset pays Western Asset Ltd. a fee at an annual
rate of 0.20% of the fund's average daily net assets,  net of any waivers.  LMFA
also pays Western Asset Ltd. a sub-administration fee at an annual rate of 0.10%
of the  fund's  average  daily  net  assets,  net of any  waivers,  for  certain
administrative services performed.

                                      -17-
<PAGE>

Western  Asset Ltd.  renders  investment  advice to  institutional,  private and
commingled  fund portfolios with assets of about $4.5 billion as of December 31,
1999.  Western Asset Ltd. has managed  global  fixed-income  assets for U.S. and
non-U.S. clients since 1984.

LOMBARD ODIER  INTERNATIONAL  PORTFOLIO  MANAGEMENT  LIMITED,  Norfolk House, 13
Southampton Place, London,  England,  serves as investment sub-adviser to Europe
Fund. For its services,  Lombard Odier receives a monthly fee from LMFA equal to
60% of the fee paid to Legg Mason Fund Adviser by the fund,  net of any waivers.
Lombard Odier  specializes  in advising and managing  investment  portfolios for
institutional  clients and mutual  funds.  Lombard  Odier is an indirect  wholly
owned subsidiary of Lombard Odier & Cie, a Swiss private bank.

PORTFOLIO MANAGEMENT:

Batterymarch   investment   teams  have  been  responsible  for  the  day-to-day
management of International  Equity Trust and Emerging Markets Trust since their
inception.

An  investment  committee at Western  Asset is  responsible  for the  day-to-day
management of Global Income Trust.

Neil Worsley and William  Lovering are responsible for co-managing  Europe Fund.
Mr.  Worsley has been  Director and Senior  Investment  Manager of Lombard Odier
since June 1, 1996. Prior thereto,  he was an Assistant Director and Senior Fund
Manager.  He joined  Lombard  Odier in 1990.  Mr.  Lovering  has been  Assistant
Director of Lombard  Odier since June 1, 1996.  Prior  thereto,  he was a Senior
Fund Manager. He joined the firm in 1994. Previously,  Mr. Lovering was employed
at Arbuthnot Latham Investment Management.

DISTRIBUTOR OF THE FUNDS' SHARES:

Legg  Mason  Wood  Walker,   Incorporated  ("Legg  Mason"),  100  Light  Street,
Baltimore,  Maryland, 21202, is the distributor of each fund's shares. Each fund
has  adopted a plan under Rule 12b-1  that  allows it to pay  distribution  fees
and/or  shareholder  service  fees for the sale of its shares  and for  services
provided to shareholders. These fees are calculated daily and paid monthly.

Under  each  plan,  the funds may pay Legg Mason an annual fee equal to 0.50% of
Global Income  Trust's  average daily net assets  attributable  to Primary Class
shares, and 0.75% of International Equity Trust's,  Emerging Markets Trust's and
Europe Fund's average daily net assets attributable to Primary Class shares; and
an annual  service  fee from each fund equal to 0.25% of its  average  daily net
assets attributable to Primary Class shares. For Class A shares, Europe Fund may
pay Legg Mason a service  fee at an annual  rate of 0.25% of its  average  daily
Class A net assets.

Because these fees are paid out of the fund's assets on an ongoing  basis,  over
time these fees will increase the cost of your  investment and may cost you more
than paying other types of sales charges.

Legg Mason  collects the sales charge imposed on purchases of Class A shares and
any CDSCs that may be imposed on  certain  redemptions  of Class A shares.  Legg
Mason   reallows  a  portion  of  the  sales   charges  on  Class  A  shares  to
broker/dealers  that  have  sold  such  shares  in  accordance  with the Class A
Purchase Schedule and may from time to time reallow the full amount of the sales
charge.

Legg  Mason  may  also  pay  special  additional  compensation  and  promotional
incentives to broker/dealers who sell Class A shares of Europe Fund.

Legg Mason may enter into  agreements  with other  brokers to sell Primary Class
shares of each fund.  Legg Mason pays these brokers up to 90% of the service fee
that it receives from a fund for those sales.

                                      -18-
<PAGE>

Each class of shares bears 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.

LMFA, Batterymarch,  Western Asset, Western Asset Ltd. and Legg Mason are wholly
owned subsidiaries of Legg Mason, Inc., a financial services holding company.

                                      -19-
<PAGE>

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

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

Retirement accounts include traditional IRAs, spousal IRAs, Education IRAs, Roth
IRAs,  simplified  employee  pension plans,  savings  incentive  match plans for
employees and other qualified  retirement  plans.  The investment  amount for an
Education  IRA is $500.  Contact your  financial  adviser,  FIS, or other entity
offering the funds to discuss which one might be appropriate for you.

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

When placing a purchase order for Europe Fund shares, please specify whether the
order is for Class A shares or Primary  Class shares.  All purchase  orders that
fail to specify a class will automatically be invested in Primary Class shares.

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

- --------------------------------------------------------------------------------
In Person                 Give your  financial  adviser a check for $100 or more
                          payable to the fund.
- --------------------------------------------------------------------------------
Mail                      Mail your check, payable to the fund, for $100 or more
                          to  your  financial  adviser  or to Legg  Mason  Funds
                          Investor  Services at P.O.  Box 17023,  Baltimore,  MD
                          21297-0356.
- --------------------------------------------------------------------------------
Telephone or Wire         Call your financial  adviser or FIS at  1-800-822-5544
                          to transfer  available cash balances in your brokerage
                          account or to transfer  money from your bank directly.
                          Wire  transfers may be subject to a service  charge by
                          your bank.
- --------------------------------------------------------------------------------
Internet or TeleFund      FIS clients may  purchase  shares of the fund  through
                          Legg       Mason's        Internet       site       at
                          http://www.leggmasonfunds.com  or through a  telephone
                          account     management     service    "TeleFund"    at
                          1-877-6-LMFUNDS.
- --------------------------------------------------------------------------------
Automatic                 Arrangements  may be  made  with  some  employers  and
Investments               financial  institutions for regular  automatic monthly
                          investments of $50 or more in shares of the funds. You
                          may  also   reinvest   dividends   from  certain  unit
                          investment trust in shares of the fund.
- --------------------------------------------------------------------------------
Future First              Contact a Legg  Mason  Financial  Advisor to enroll in
Systematic                Legg Mason's Future First Systematic  Investment Plan.
Investment Plan           Under this plan, you may arrange for automatic monthly
                          investments  in a fund of $50 or  more.  The  transfer
                          agent will transfer funds monthly from your Legg Mason
                          account  or  from  your  checking/savings  account  to
                          purchase shares of the desired fund.
- --------------------------------------------------------------------------------

                                      -20-
<PAGE>

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

Purchase  orders  received by your financial  adviser,  FIS or other  authorized
entity before the close of the New York Stock  Exchange  ("Exchange")  (normally
4:00 p.m.,  Eastern  time) will be processed at the fund's net asset value as of
the close of the exchange on that day.  Orders  received  after the close of the
Exchange  will be processed at the fund's net asset value as of the close of the
exchange on the next day the exchange is open. Payment must be made within three
business days to Legg Mason.

You will  begin  to earn  dividends  on  shares  of  Global  Income  Trust as of
settlement  date,  which is normally the third  business day after your order is
placed with a financial adviser.

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

Europe Fund -- Class A Shares Purchase Schedule:

Europe  Fund's  offering  price for Class A share  purchases is equal to the net
asset  value  per  share  plus a  front-end  sales  charge  determined  from the
following schedule (which may be amended from time to time):

                         Sales Charge        Sales Charge     Dealer Reallowance
                           as a % of           as a % of           as a % of
Amount of Purchase      Offering Price      Net Investment      Offering Price

Less than $25,000            4.75%               4.99%               4.00%
$25,000 to $49,999           4.50                4.71                3.75
$50,000 to $99,999           4.00                4.17                3.25
$100,000 to $249,999         3.50                3.63                2.75
$250,000 to $499,999         2.50                2.56                2.00
$500,000 to $999,999         2.00                2.04                1.60
$1 million or more *         0.00                0.00                1.00

* For redemptions made within one year of the purchase date, a CDSC of 1% of the
shares'  net value at the time of purchase or sale,  whichever  is less,  may be
charged on  redemptions  of shares  purchased  pursuant to the  front-end  sales
charge waiver for purchases of $1 million or more. See "How to Sell Your Shares"
for a discussion of any CDSC applicable to Class A shares.

Legg Mason will pay the following  commissions  to brokers that initiate and are
responsible  for  purchases  of Class A shares  of any  single  purchaser  of $2
million  or more in the  aggregate:  0.80% up to  $2,999,999,  plus 0.50% of the
excess  over $3 million  up to $20  million,  plus 0.25% of the excess  over $20
million.

Sales Charge Waivers for Class A Shares:

Purchases of Class A shares made by the following  investors will not be subject
to a sales charge:

                                      -21-
<PAGE>

- -  certain employee benefit or retirement accounts (subject to the discretion of
   Legg Mason)

- -  employees of Legg Mason, Inc. and its affiliates

- -  registered representatives or full-time employees of broker/dealers that have
   dealer agreements with the distributor

- -  the children, siblings and parents of such persons

- -  broker/dealers,  registered  investment advisers,  financial  institutions or
   financial  planners for the accounts of clients  participating  in "wrap fee"
   advisory  programs  that adhere to certain  standards and that are subject to
   agreements between those entities and the distributor

- -  purchases of $1,000,000 or more

Investors  may be eligible  for a reduced  sales  charge on purchases of Class A
shares through a Right of Accumulation or under a Letter of Intent.

Right of Accumulation:

To receive the Right of  Accumulation,  investors  must give the  distributor or
their  broker/dealer   sufficient   information  to  permit  qualification.   If
qualified,  investors  may  purchase  shares  of the  fund at the  sales  charge
applicable to the total of:

o  the dollar amount being purchased plus
o  the dollar amount of the investors' concurrent purchases of Class A shares of
   other Legg Mason funds plus
o  the price of all shares of Class A shares of Legg Mason funds already held by
   the investor

Letter of Intent:

Investors may execute a Letter of Intent  indicating  an aggregate  amount to be
invested in Class A shares of the fund in the  following  thirteen  months.  All
purchases made during that period will be subject to the sales charge applicable
to that aggregate amount.

If a Letter of Intent is executed  within 90 days of a prior purchase of Class A
shares,  the prior  purchase  may be included  under the Letter of Intent and an
adjustment will be made to the applicable  sales charge.  The adjustment will be
based on the current net asset value of the fund.

If the total amount of purchases does not equal the aggregate  amount covered by
the Letter of Intent after the thirteenth month, you will be required to pay the
difference  between the sales  charges  paid at the  reduced  rate and the sales
charge applicable to the purchases actually made.

Shares  having a value  equal to 5% of the  amount  specified  in the  Letter of
Intent will be held in escrow during the thirteen month period (while  remaining
registered  in your  name) and will be  subject  to  redemption  to  assure  any
necessary payment to the distributor of a higher applicable sales charge.

                                      -22-
<PAGE>

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

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

- --------------------------------------------------------------------------------
Telephone          Call  your  financial  adviser  or FIS at  1-800-822-5544  or
                   entity  offering a fund to request a redemption.  Please have
                   the following  information  ready when you call:  the name of
                   the fund,  the  number of shares  (or  dollar  amount)  to be
                   redeemed and your shareholder account number.

                   Proceeds  will be  credited  to your  brokerage  account or a
                   check will be sent to you, at your direction, at no charge to
                   you.  Wire  requests will be subject to a fee of $12. Be sure
                   that your financial adviser has your bank account information
                   on file.
- --------------------------------------------------------------------------------
Internet           FIS clients may request a redemption  of fund shares  through
                   Legg Mason's  Internet site at  http://www.leggmasonfunds.com
                   or through TeleFund at 1-877-6-LMFUNDS.
- --------------------------------------------------------------------------------
Mail               Send a letter to a fund requesting redemption of your shares.
                   The  letter  should  be  signed  by all of the  owners of the
                   account    and   their    signatures    guaranteed    without
                   qualification. You may obtain a signature guarantee from most
                   banks or securities dealers.
- --------------------------------------------------------------------------------

The funds  will  follow  reasonable  procedures  to ensure the  validity  of any
telephone  or  Internet  redemption  requests,  such as  requesting  identifying
information from users or employing  identification  numbers. Unless you specify
that you do not wish to have telephone  redemption  privileges,  you may be held
responsible for any fraudulent telephone order.

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

Redemption  orders will be processed  promptly.  You will generally  receive the
proceeds  within a week.  Payment of the proceeds of  redemptions of shares that
were  recently   purchased  by  check  or  acquired   through   reinvestment  of
distributions  on such shares may be delayed for up to 10 days from the purchase
date in order to allow for the check to clear.

Additional   documentation  may  be  required  from   corporations,   executors,
partnerships, administrators, trustees or custodians.

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

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

                                      -23-
<PAGE>

Europe Fund -- Contingent Deferred Sales Charges:

If you redeem any Class A shares within one year that were  purchased  without a
sales  charge  because the  purchase  totaled  $1,000,000  or more,  you will be
subject to a Contingent Deferred Sales Charge ("CDSC") of 1% of the lower of the
original  purchase  price or the net asset  value of such  shares at the time of
redemption.  You may exchange such shares  purchased  without a sales charge for
Class A shares of another Legg Mason fund without being charged a CDSC. You will
be subject to a CDSC if you redeem shares acquired through exchange.

Class A shares that are  redeemed  will not be subject to the CDSC to the extent
that the value of such shares  represents (i) reinvestment of dividends or other
distributions  or (ii) shares  redeemed more than one year after their purchase.
The amount of any CDSC will be paid to Legg Mason.

Emerging Markets Trust Redemption Fee:

The fund is intended for long-term  investors.  Short-term  "market  timers" who
engage in  frequent  purchases  and  redemptions  affect the  fund's  investment
planning and create  additional  transaction  costs.  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 fee will be paid directly to the fund to
help offset the costs imposed on it by short-term trading in emerging markets.

The fund will use the  "first-in,  first-out"  method to determine  the one year
holding  period for CDSC's and  redemptions.  The date of redemption or exchange
will be compared with the earliest  purchase date of shares held in the account.
The fee will not apply to any shares purchased through reinvestment of dividends
or other  distributions or to shares held in retirement plans;  however, it will
apply to shares held in IRA accounts  (including  IRA-based plans) and to shares
purchased through automatic investment plans.

                                      -24-
<PAGE>

[icon] ACCOUNT POLICIES

Calculation of Net Asset Value:

Net asset value per Class A share and Primary Class share is determined daily as
of the close of the Exchange, on every day the Exchange is open. The Exchange is
normally  closed on all national  holidays and Good  Friday.  To calculate  each
fund's  Class  A  share  or  Primary  Class  share  price,   the  fund's  assets
attributable  to that  class of  shares  are  valued  and  totaled,  liabilities
attributable  to that  class of shares are  subtracted,  and the  resulting  net
assets are divided by the number of the class of shares outstanding. Each fund's
securities  are  valued on the  basis of  market  quotations  or,  lacking  such
quotations,  at fair value as determined under policies approved by the Board of
Directors.

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 Income Trust 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.

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

Other:

Fund shares may not be held in, or transferred to, an account with any firm that
does not have an agreement with Legg Mason or its affiliates.

If your account falls below $500, the fund may ask you to increase your balance.
If,  after 60 days,  your  account is still below $500,  the fund may close your
account and send you the  proceeds.  A fund will not redeem  accounts  that fall
below $500 solely as a result of a reduction in net asset value per share.

Each fund reserves the right to:

o    Reject any order for shares or suspend the  offering of shares for a period
     of time.

o    Change its minimum investment amounts.

o    Delay  sending out  redemption  proceeds  for up to seven  days.  Each fund
     expects to use this  authority  only in cases of very large  redemptions or
     excessive trading or during unusual market conditions.  Each fund may delay
     redemptions beyond seven days, or suspend redemptions, only as permitted by
     the SEC.

                                      -25-
<PAGE>

[icon] SERVICES FOR INVESTORS

For further information regarding any of the services below, please contact your
financial adviser or other entity offering the funds for sale.

Confirmations and Account Statements:

You will receive from Legg Mason a confirmation after each transaction involving
Class A shares or Primary Class shares  (except a  reinvestment  of dividends or
capital  gain   distributions  and  purchases  made  through  the  Future  First
Systematic Investment Plan or through automatic investments).

Legg  Mason or the  entity  through  which  you  invest  will  send you  account
statements  monthly  unless there has been no activity in the account,  in which
case you will receive statements quarterly.  Legg Mason will send you statements
quarterly if you participate in the Future First  Systematic  Investment Plan or
if you purchase shares through automatic investments.

Systematic Withdrawal Plan:

If you are  purchasing or already own shares of a fund with a net asset value of
$5,000 or more, you may elect to make systematic  withdrawals from the fund. The
minimum amount for each withdrawal is $50. You should not purchase shares of the
fund when you are a participant in the plan.

Exchange Privilege:

Fund shares may be exchanged for the corresponding class of shares of any of the
other Legg Mason funds, provided these funds are eligible for sale in your state
of  residence.  You can request an  exchange in writing or by phone.  Be sure to
read the current prospectus for any fund into which you are exchanging.


Other  than the  redemption  fee  imposed  on  exchanges  of shares of  Emerging
Markets, there is currently no fee for exchanges; however, you may be subject to
a sales  charge when  exchanging  into a fund that has one. As  described  above
under the heading 'Contingent  Deferred Sales Charges',  a CDSC may apply to the
redemption  of Class A shares  acquired  through an exchange.  In  addition,  an
exchange of a fund's shares will be treated as a sale of the shares and any gain
on the transaction may be subject to tax.



Each fund reserves the right to:

o    terminate or limit the exchange privilege of any shareholder who makes more
     than four exchanges from the fund in one calendar year

o    terminate or modify the exchange privilege after 60 days' written notice to
     shareholders

Europe Fund -- Reinstatement Privilege:

If you have  redeemed your Class A shares,  you may reinstate  your fund account
without a sales charge up to the dollar  amount  redeemed by  purchasing  shares
within 90 days of the redemption.  Within 90 days of a redemption,  contact Legg
Mason or your broker/dealer and notify them of your desire to reinstate and give
them an order for the amount to be purchased.  The reinstatement will be made at
the net asset value next determined  after the  notification  and purchase order
have been received by the transfer agent.

                                      -26-
<PAGE>

[icon] DIVIDENDS AND TAXES

Global  Income Trust  declares and pays any  dividends  from its net  investment
income monthly.  International  Equity Trust,  Emerging Markets Trust and Europe
Fund each declares and pays any such dividends on an annual basis.

Distributions  of  substantially  all net  capital  gain (the  excess of any net
long-term  capital gain over net  short-term  capital loss) and any net realized
gains 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 a
federal excise tax.

Your dividends and other  distributions will be automatically  reinvested in the
same  class of shares of a fund,  unless  you elect to  receive  your  dividends
and/or other distributions in cash. To change your election, you must notify the
fund at least 10 days before the next dividend  and/or other  distribution is to
be  paid.  You may  also  request  that  your  dividends  and  distributions  be
reinvested in shares of another eligible Legg Mason fund.

If the postal or other  delivery  service is unable to deliver your check,  your
distribution  option will automatically be converted to having all dividends and
other  distributions  reinvested  in fund  shares.  No  interest  will accrue on
amounts represented by uncashed distribution or redemption checks.

Fund  dividends  and other  distributions  are taxable to investors  (other than
retirement  plans and other  tax-exempt  investors)  whether received in cash or
reinvested in additional  shares of a fund.  Dividends from  investment  company
taxable income (which includes net investment income and net short-term  capital
gains) are taxable as  ordinary  income.  Distributions  of a fund's net capital
gain will be taxable as long-term capital gain,  regardless of how long you have
held your fund shares.

The sale or  exchange  of fund  shares  may  result in a  taxable  gain or loss,
depending on whether the proceeds are more or less than the cost of your shares.

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.

A tax statement is sent to you at the end of each year  detailing the tax status
of your distributions.

Each fund will withhold 31% of all  dividends,  capital gain  distributions  and
redemption  proceeds  payable to  individuals  and certain  other  non-corporate
shareholders  who do not provide the fund with a valid  taxpayer  identification
number.  Each fund will also  withhold  31% of all  dividends  and capital  gain
distributions  payable  to  shareholders  who are  otherwise  subject  to backup
withholding.

Because each  investor's  tax  situation is different,  please  consult your tax
advisor about federal, state and local tax considerations.

                                      -27-
<PAGE>

[GRAPHIC] FINANCIAL HIGHLIGHTS

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

                              Investment Operations
                              ---------------------

                                             Net Realized and
                  Net Asset       Net      Unrealized Gain(Loss)
                    Value,    Investment  on Investments, Options,  Total From
  Years Ended     Beginning     Income      Futures and Foreign     Investment
   Dec. 31,        of Year      (Loss)     Currency Transactions    Operations
  -----------     ---------   ----------   ---------------------    ----------
  Global
  Income Trust
  Primary Class

  1999             $10.14        $0.40           ($0.74)               ($0.34)
  1998               9.60         0.37             0.70                  1.07
  1997              10.41         0.54            (0.71)                (0.17)
  1996              10.33         0.59             0.21                  0.80
  1995               9.54         0.63             1.32                  1.95

  International
  Equity Trust
  Primary Class

  1999             $12.64         $--             $2.51                 $2.51
  1998              11.78         0.01             0.99                  1.00
  1997              12.09         0.02             0.19                  0.21
  1996              10.70         0.02B            1.74                  1.76
  1995C             10.00         0.04B            0.77                  0.81

  Emerging
  Markets Trust
  Primary Class

  1999              $6.96         $(.08)F         $7.12                 $7.04
  1998               9.85          0.01F          (2.90)                (2.89)
  1997              10.51         (0.02)F         (0.63)                (0.65)
  1996G             10.00         (0.03)F          0.57                  0.54

  Europe FundH
  Primary Class

  1999             $24.39        $(0.29)I         $5.97                 $5.68
  1998              20.86          0.11J           8.09                  8.20
  1997K             26.56          0.10)J          0.23                  0.13

  Class A

  1999             $24.77        $(0.09)I         $6.10                 $6.01
  1998              20.97          0.02L           8.52                  8.54
  1997              24.24         (0.05)L          4.11                  4.06
  1996              21.13          0.02            6.34                  6.36
  1995              17.68          0.01            3.50                  3.51

                                      -28-
<PAGE>

                                  Distributions
                                  -------------

                                               In Excess                  Net
                      In Excess   From Net      of Net                    Asset
Years       From Net    of Net    Realized     Realized                   Value,
Ended      Investment Investment   Gain on      Gain on       Total       End of
Dec. 31,     Income     Income   Investments  Investments  Distributions  Year
- --------   ---------- ---------- -----------  -----------  -------------  ------
Global
Income Trust
Primary Class

1999        ($0.01)      ($0.43)    ($0.08)      $ --       ($0.52)      $ 9.28
1998         (0.47)          --      (0.06)        --        (0.53)       10.14
1997         (0.48)       (0.05)     (0.11)        --        (0.64)        9.60
1996         (0.62)          --      (0.10)        --        (0.72)       10.41
1995         (1.16)          --         --         --        (1.16)       10.33

International
Equity Trust
Primary Class

1999        ($0.05)       $--       ($0.87)       $ --      ($0.92)      $14.23
1998         (0.14)        --           --          --       (0.14)       12.64
1997         (0.08)        --        (0.44)         --       (0.52)       11.78
1996         (0.05)        --        (0.32)         --       (0.37)       12.09
1995C        (0.04)        --           --        (0.07)     (0.11)       10.70

Emerging
Markets Trust
Primary Class

1999         $ --        $ --        $  --        $ --        $ --       $14.00
1998           --          --           --          --          --         6.96
1997         (0.01)        --           --          --       (0.01)        9.85
1996G        (0.03)        --           --          --       (0.03)       10.51

Europe FundH
Primary Class

1999         ($0.07)     $ --       ($2.10)       $ --      ($2.17)     $27.90
1998          (0.36)       --        (4.31)         --       (4.67)      24.39
1997K            --        --        (5.83)         --       (5.83)      20.86

Class A

1999         ($0.07)     $ --       ($2.10)       $ --      ($2.17)     $28.61
1998          (0.43)       --        (4.31)         --       (4.74)      24.77
1997            --         --        (7.33)         --       (7.33)      20.97
1996            --         --        (3.25)         --       (3.25)      24.24
1995          (0.06)       --           --          --       (0.06)      21.13

                                      -29-
<PAGE>

                              Ratios/Supplemental Data
                              ------------------------

                                            Net
                                         Investment
                             Expenses   Income (Loss)  Portfolio    Net Assets,
  Years Ended     Total      to Average  to Average    Turnover     End of Year
   Dec. 31,      ReturnA     Net Assets  Net Assets      Rate     (in thousands)
  -----------    -------     ----------  ----------    --------    ------------

  Global
  Income Trust
  Primary Class

     1999         (3.23)%      1.90%        4.58%        354%       $ 86,634
     1998         11.50%       1.87%        4.51%        288%        120,805
     1997         (1.69)%      1.86%        5.39%        241%        136,732
     1996          8.22%       1.86%        5.80%        172%        161,549
     1995         20.80%       1.81%        5.72%        169%        153,954

  International
  Equity Trust
  Primary Class

     1999         20.58%       2.13%       (0.06)%       148%       $295,236
     1998          8.49%       2.14%        0.06%         72%        258,521
     1997          1.76%       2.17%        0.17%         59%        227,655
     1996         16.49%       2.25%B       0.21%B        83%        167,926
     1995C         8.11%D      2.25%B,E      .52%B,E      58%E        65,947

  Emerging
  Markets Trust
  Primary Class

     1999        101.15%       2.50%F      (1.06)%F      123%       $120,758
     1998        (29.34)%      2.50%F       0.09%F        76%         42,341
     1997         (6.18)%      2.50%F      (0.76)%F       63%         65,302
     1996G         5.40%D      2.50%F,E    (0.68)%F,E     46%E        21,206

  Europe FundH
  Primary Class

     1999         24.44%       2.58%       (1.15)%        93%        $56,871
     1998         40.48%       2.51%J      (1.15)%J      103%         32,325
     1997K         0.68%D      2.50%J,E    (1.79)%J,E    123%E           302

  Class A

     1999         25.41%       1.79%       (0.38)%        93%        $78,429
     1998         41.85%       1.81%L      (0.10)%L      103%         57,406
     1997         17.52%       1.90%L      (0.12)%L      123%         52,253
     1996         31.53%       2.00%        0.10%        109%         70,991
     1995         19.90%       2.10%        0.10%        148%         62,249

                                      -30-
<PAGE>

A    Excluding sales charge for Europe Fund's Class A shares.

B    Net of fees waived by LMFA  pursuant to a voluntary  expense  limitation of
     2.25%. If no fees had been waived by LMFA, the annualized ratio of expenses
     to average  daily net assets for each  period  would have been as  follows:
     1996, 2.32%; and 1995, 2.91%.

C    For the period February 17, 1995  (commencement  of operations) to December
     31, 1995.

D    Not annualized.

E    Annualized.

F    Net of fees waived by LMFA  pursuant to a voluntary  expense  limitation of
     2.50%. If no fees had been waived by LMFA, the annualized ratio of expenses
     to average  daily net assets for each  period  would have been as  follows:
     1999, 2.75%; 1998, 2.78%; 1997, 2. 6%; and 1996, 3.71%.

G    For the period May 28, 1996  (commencement  of  operations) to December 31,
     1996.

H    The  financial  information  for  Europe  Fund Class A shares for the years
     ended  December 31, 1994 through  1996,  is for the  Worldwide  Value Fund,
     Bartlett  Europe  Fund's and Legg Mason  Europe  Fund's  predecessor.  The
     financial information for the year ended December 31, 1997, is for Bartlett
     Europe Fund and Worldwide  Value Fund.  The financial  information  for the
     year  ended  December  31,  1998,  is for the  Bartlett  Europe  Fund.  The
     financial information for the year ended December 31, 1999, is for the Legg
     Mason Europe Fund and the Bartlett Europe Fund.

I    Computed using average monthly shares outstanding.

J    Net of fees  waived  pursuant to a voluntary  expense  limitation  of 2.50%
     until April 30, 1998; and 2.60%  indefinitely.  If no fees had been waived,
     the  annualized  ratio of  expenses  to  average  daily net assets for each
     period would have been as follows: 1998, 2.59%; 1997, 2.68%.

K    For the period July 23, 1997  (commencement of operations of this class) to
     December 31, 1997.

L    The expense  ratio shown  reflects both the  operations of Worldwide  Value
     Fund, Bartlett Europe Fund's predecessor, prior to its merger with Bartlett
     Europe Fund on July 21, 1997, and Bartlett Europe Fund's operations through
     December 31, 1997.  For the period July 21 to December 31, 1997, the Fund's
     annualized  expense  ratio was  1.71%,  net of fees  waived  pursuant  to a
     voluntary  expense  limitation  of 1.75%  until April 30,  1998;  and 1.85%
     indefinitely.  If no fees had been waived,  the annualized ratio of expense
     to average  daily net assets for each  period  would have been as  follows:
     1998, 1.89%; 1997, 2.08%.

                                      -31-
<PAGE>

Legg Mason Global Trust, Inc.

The following  additional  information about the funds is available upon request
and without charge:

Statement of Additional  Information (SAI) -The SAI is filed with the Securities
and  Exchange  Commission  (SEC)  and is  incorporated  by  reference  into  (is
considered part of) the  prospectus.  The SAI provides  further  information and
additional details about each fund and its policies.

Annual and  Semi-annual  Reports -  Additional  information  about  each  fund's
investments  is  available  in the  funds'  annual  and  semi-annual  reports to
shareholders.  In the funds'  annual  report,  you will find a discussion of the
market  conditions and investment  strategies that  significantly  affected each
fund's performance during its last fiscal year.

To  request  the  SAI  or  any  reports  to  shareholders,  or  to  obtain  more
information:

o        call toll-free 1-800-822-5544
o        visit us on the Internet via http://www.leggmasonfunds.com
o        write to us at:  Legg Mason Wood Walker, Incorporated
                          100 Light Street, P.O. Box 1476
                          Baltimore, MD 21203-1476

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

LMF-041                                               SEC file number  811-7418


                                      -32-
<PAGE>

Navigator Global Funds:
- ----------------------
Navigator Class of Legg Mason Global Income Trust
Navigator Class of Legg Mason International Equity Trust
Navigator Class of Legg Mason Emerging Markets Trust
Navigator Class of Legg Mason Europe Fund



                        NAVIGATOR SHARES PROSPECTUS         April 28, 2000
                        logo



                        THE ART OF INVESTING(SM)



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

<PAGE>

TABLE OF CONTENTS

About the funds:

 3    Investment objectives

 7    Principal risks

10    Performance

15    Fees and expenses of the funds

17    Management


About your investment:

19    How to invest

21    How to sell your shares

22    Account policies

23    Services for investors

24    Distributions and taxes

25    Financial highlights

                                       -2-

<PAGE>

Legg Mason Global Trust, Inc.

[icon] INVESTMENT OBJECTIVES AND POLICIES

GLOBAL INCOME TRUST

Investment  objective:  Current  income  and  capital  appreciation  in order to
achieve an attractive total return consistent with prudent investment risk.

Principal investment strategies:

The fund  invests at least 75% of its total  assets in fixed  income  securities
rated  investment  grade by Moody's  Investor's  Service,  Inc.  ("Moody's")  or
Standard & Poor's,  Inc.  ("S&P")  or, if  unrated by Moody's or S&P,  judged by
Western  Asset  Management  Company,  the fund's  adviser,  to be of  comparable
quality.  Up to 25% of the fund's  assets may be  invested  in below  investment
grade  securities  of foreign  and  domestic  issuers,  loans of banks and other
financial  institutions  (which  may be  below  investment  grade),  convertible
securities, and common and preferred stock.

The types of fixed income securities in which the fund may invest include:

o    U.S. and foreign investment-grade corporate debt securities
o    U.S. and foreign  high-yield  corporate debt  securities  (including  those
     commonly known as "junk bonds")
o    sovereign debt obligations of developed nations
o    sovereign debt obligations of emerging market countries
o    mortgage-related and asset-backed securities.

The fund will  maintain a minimum of 25% 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 debt securities in
which the fund may invest may be of any maturity, and there are no limits on the
average maturity of the fund's portfolio. The fund may invest in corporate fixed
income  securities  rated  as low as C by  Moody's  or D by S&P or in  non-rated
securities deemed by the adviser to be of comparable quality.

Under normal  circumstances,  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 assets that may be invested in any one country or currency.

The  adviser  has a number of  proprietary  tools  which  attempt  to define the
inter-relationship   between  bond  markets,  sectors  and  maturities.   Target
allocation ranges among countries and sector types and prices are established as
part of the adviser's  strategy  process,  monitored  daily and  re-balanced  if
necessary as dictated by macro-economic or company-specific events. This ongoing
screening  drives the adviser's  discipline  for buying,  selling or holding any
securities or currency  position.  The adviser deviates from the discipline only
if exceptional circumstances disrupt the orderly functioning of the markets. The
adviser's  management  style favors  `rotation'  among the  government,  agency,
corporate,  and mortgage-backed  sectors of the fixed income securities markets,
which may result in high portfolio turnover.

The adviser sells  securities when they have realized what the adviser  believes
is their potential  value or when the adviser  believes that they are not likely
to achieve that value in a reasonable period of time.

For temporary  defensive  purposes,  the fund may borrow money or invest without
limit in cash and U.S.  dollar-denominated  money market  instruments  including
repurchase  agreements.  If the fund invests  substantially in such instruments,
the fund may not be pursuing its principal  investment  strategies  and the fund
may not achieve its investment objective.

                                       -3-

<PAGE>

INTERNATIONAL EQUITY TRUST

Investment objective: Maximum long-term total return.

Principal investment strategies:

Batterymarch Financial Management,  Inc.  ("Batterymarch"),  the fund's adviser,
currently  intends to invest  substantially all of the fund's assets in non-U.S.
equity securities.

The primary focus of the adviser is stock  selection,  with a secondary focus on
country allocation.  The adviser uses a bottom-up,  quantitative stock selection
process  for  the  developed  markets  portion  of  the  fund's  portfolio.  The
cornerstone of this process is a proprietary  stock  selection  model that ranks
more than 2,800 stocks in the fund's principal  investable  universe by relative
attractiveness  on a daily basis.  The  quantitative  factors  within this model
measure  growth,   value,   changes  in  earnings   expectations  and  technical
indicators.  Because the same quantitative  factors are not effective across all
markets due to individual market characteristics,  the adviser adjusts the stock
selection  model to include  factors in each market that its research  indicates
are effective.  The adviser runs the stock  selection  model and re-balances the
portfolio daily, purchasing stocks ranked "buys" by the model and selling stocks
ranked  "sells." Stocks are sold when the original reason for purchase no longer
pertains, the fundamentals have deteriorated or portfolio re-balancing warrants.

Region and country  allocation for the developed  markets portion of the fund is
based on rankings  generated by the adviser's  proprietary  country  model.  The
adviser  examines  securities  from over 20  international  stock markets,  with
emphasis on several of the largest:  Japan, the United Kingdom,  France,  Canada
and Germany.

The fund may invest up to 35% of its total assets in emerging market securities.
The adviser's  investment  strategy for the emerging markets portion of the fund
represents a distinctive  combination  of tested  quantitative  methodology  and
traditional  fundamental  analysis.  The emerging markets  allocation focuses on
higher-quality,  dominant  companies  that the  adviser  believes to have strong
growth prospects and reasonable valuations.  Country allocation for the emerging
markets  portion of the portfolio  also combines  quantitative  and  fundamental
approaches.

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  adviser  may also  seek to  enhance
portfolio returns through active currency hedging strategies.

The  fund  is not  limited  in  the  amount  of its  total  assets  that  may be
denominated in a single currency or invested in securities of issuers located in
a single country.

When cash is temporarily  available,  or for temporary defensive purposes,  when
the adviser  believes  such action is warranted  by abnormal  market or economic
situations,   the   fund   may   invest   without   limit   in  cash   and  U.S.
dollar-denominated money market instruments,  including repurchase agreements of
domestic issuers. Such securities will be rated investment grade or, if unrated,
will be determined by the fund's  adviser to be  investment  grade.  If the fund
invests  substantially  in such  instruments,  the fund may not be pursuing  its
principal  investment  strategies  and the fund may not achieve  its  investment
objective.

                                       -4-

<PAGE>

EMERGING MARKETS TRUST

Investment objective: Long-term capital appreciation.

Principal investment strategies:

Batterymarch,  the fund's adviser,  intends to invest  substantially  all of the
fund's assets in equity securities and convertible securities of emerging market
issuers.

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.

The  fund  is not  limited  in  the  amount  of its  total  assets  that  may be
denominated in a single currency or invested in securities of issuers located in
a single country.

The adviser focuses on higher-quality,  dominant emerging markets companies that
the adviser believes to have strong growth prospects and reasonable  valuations,
selected from a principal investable universe of approximately 1,000 stocks. The
adviser's  emerging  markets  investment   strategy   represents  a  distinctive
combination of quantitative  methodology and traditional  fundamental  analysis.
Traditional "on-the-ground" fundamental research is combined by the adviser with
tested quantitative  valuation  disciplines in those markets where reliable data
are  available.  In  determining  country  allocation,  the adviser  also merges
quantitative  and fundamental  approaches.  In markets with reliable  historical
data,  buy and sell  decisions  are  driven  by a  combination  of  quantitative
valuations  and the  adviser's  fundamental  opinions.  Stocks are sold when the
original  reason  for  purchase  no  longer  pertains,   the  fundamentals  have
deteriorated or portfolio re-balancing warrants.

When cash is temporarily  available,  or for temporary defensive purposes,  when
the adviser  believes  such action is warranted  by abnormal  market or economic
situations,   the   fund   may   invest   without   limit   in  cash   and  U.S.
dollar-denominated money market instruments,  including repurchase agreements of
domestic issuers. Such securities will be rated investment grade or, if unrated,
will be  determined  by the  adviser to be of  comparable  quality.  If the fund
invests  substantially  in such  instruments,  the fund may not be pursuing  its
principal  investment  strategies  and the fund may not achieve  its  investment
objective.

                                       -5-

<PAGE>

EUROPE FUND

Investment objective: Long-term growth of capital.

Principal investment strategies:

Lombard Odier International  Portfolio  Management,  Limited ("Lombard Odier" or
"sub-adviser"),  the fund's  sub-adviser,  under normal  circumstances,  invests
substantially  all of the fund's assets in equity securities of European issuers
that it believes offer above-average  potential for capital  appreciation.  Such
securities include common and preferred stocks,  convertible securities,  rights
and warrants.  The sub-adviser  focuses on relatively larger capitalized issuers
with good earnings, growth potential and strong management.

A  smaller  portion  of the  fund's  assets  may be  invested  in  fixed  income
securities  such as obligations of foreign or domestic  governments,  government
agencies or municipalities and obligations of foreign or domestic companies. The
sub-adviser will invest in such securities for potential capital appreciation.

Securities in the fund's  portfolio  may be sold when they attain  certain price
targets or when better  opportunities arise. Sell decisions also are affected by
the  level  of  subscriptions  and  redemptions  of  shares  of  the  fund.  The
sub-adviser's investment technique may result in high portfolio turnover.

For  temporary  defensive  purposes,  the fund may hold all or a portion  of its
total  assets  in  money  market  instruments,   cash  equivalents,   short-term
government  and  corporate  obligations  or repurchase  agreements.  If the fund
invests  substantially  in such  instruments,  the fund may not be pursuing  its
principal  investment  strategies  and the fund may not achieve  its  investment
objective.

                                       -6-

<PAGE>

[icon] PRINCIPAL RISKS

In general:

There is no assurance that a fund will meet its investment objective;  investors
can  lose  money  by  investing  in the  funds.  As with all  mutual  funds,  an
investment  in any of these  funds is not insured or  guaranteed  by the Federal
Deposit Insurance Corporation or any other government agency.

Market risk:

International  Equity  Trust,  Emerging  Markets  Trust and Europe  Fund  invest
primarily in foreign equity  securities.  Prices of equity securities  generally
fluctuate more than those of other securities,  such as debt securities.  A fund
may  experience a substantial  or complete loss on an individual  stock.  Market
risk may affect a single  issuer,  industry  or  section  of the  economy or may
affect the market as a whole.

Foreign securities risk:

Investments in foreign securities  (including those denominated in U.S. dollars)
involve  certain risks not typically  associated  with  investments  in domestic
issuers.  The values of foreign securities are subject to economic and political
developments in the countries and regions where the companies  operate,  such as
changes in  economic  or monetary  policies,  and to changes in exchange  rates.
Values may also be affected by foreign tax laws and  restrictions  on  receiving
the investment  proceeds from a foreign country.  Some foreign  governments have
defaulted on principal and interest payments.

In general,  less information is publicly available about foreign companies than
about U.S.  companies.  Foreign  companies are generally not subject to the same
accounting,  auditing and financial  reporting  standards as are U.S. companies.
Transactions in foreign  securities may be subject to less efficient  settlement
practices,  including extended clearance and settlement  periods.  Foreign stock
markets may be less liquid and less regulated than U.S. stock markets.

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. Even where a security is backed by the full faith and credit
of a foreign  government,  it may be  difficult  for a fund to pursue its rights
against a foreign government in that country's courts.

Emerging markets risk:

The risks of foreign investment are greater for investments in emerging markets.
Emerging market countries typically have economic and political systems that are
less fully developed,  and can be expected to be less stable, than those of more
advanced countries. Low trading volumes may result in a lack of liquidity and in
price  volatility.  Emerging  market  countries  may have policies that restrict
investment by foreigners,  or that prevent  foreign  investors from  withdrawing
their money at will.

Because each of the funds may invest a significant amount of its total assets in
emerging  market  securities,  investors  should  be  able to  tolerate  sudden,
sometimes  substantial,  fluctuations  in the  value  of their  investments.  An
investment  in any fund that  invests in emerging  market  securities  should be
considered speculative.

Currency risk:

Because each of the funds invests  significantly  in securities  denominated  in
foreign  currencies,  the funds may incur currency  conversion costs, and may be
affected  favorably or unfavorably  by changes in the rates of exchange  between
those  currencies and the U.S. dollar.  Currency  exchange rates can be volatile
and affected by, among other factors,  the general  economics of a country,  the
actions of the U.S. and foreign  governments or central banks, the imposition of
currency controls, and speculation.  A security may be denominated in a currency
that is different from the currency where the issuer is domiciled.

                                       -7-

<PAGE>

The funds may from time to time hedge a portion of their  currency  risk,  using
currency  futures,  forwards,  or options.  However,  these  instruments may not
always work as intended,  and in specific  cases a fund may be worse off than if
it had not used a hedging instrument. For most emerging market currencies, there
are not suitable hedging instruments available.

The conversion of certain European  currencies into the Euro began on January 1,
1999, and is expected to continue into 2002. Full implementation of the Euro may
be  delayed  and  difficulties  with the  conversion  may  significantly  impact
European  capital  markets  resulting in increased  volatility  in world capital
markets.  Individual  issuers  may  suffer  substantial  losses if they or their
suppliers are not adequately prepared for the transition.

Concentration and non-diversification:

Europe  Fund  invests  primarily  in  securities  of  European  issuers.  A fund
concentrating a significant portion of its investment in a single region will be
more susceptible to factors adversely  affecting issuers within that region than
would a less concentrated portfolio of securities.

European  issuers  are subject to the special  risks in that  region,  including
risks related to the introduction of the Euro and the potential for difficulties
in its  acceptance  and the  emergence  of more unified  economic and  financial
governance in the European Monetary Union ("EMU") countries.

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

Risks of fixed-income securities:

Global  Income Trust  invests  substantially  all of its assets in  fixed-income
securities. Europe Fund may invest up to 35% of its total assets in fixed-income
securities.  International  Equity  Trust and  Emerging  Markets  Trust may also
invest in fixed-income securities to a lesser extent.

Interest rate risk -

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

Certain  securities  pay interest at variable or floating  rates.  Variable rate
securities  reset at specified  intervals,  while floating rate securities reset
whenever there is a change in a specified index rate. In most cases, these reset
provisions  reduce  the  effect  of  market  interest  rates on the value of the
security.  However,  some securities do not track the underlying index directly,
but reset based on formulas  that can produce an effect  similar to  leveraging;
others may provide for interest  payments that vary inversely with market rates.
The market prices of these securities may fluctuate  significantly when interest
rates change.

                                       -8-

<PAGE>

Credit risk -

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

Moody's  considers debt securities rated in the lowest investment grade category
(Baa)  to  have  speculative   characteristics.   Debt  securities  rated  below
investment  grade are deemed by the ratings  agencies to be speculative  and may
involve major risk or exposure to adverse conditions. Those in the lowest rating
categories  may  involve a  substantial  risk of default  or may be in  default.
Changes in economic  conditions or developments  regarding the individual issuer
are more  likely to cause  price  volatility  and  weaken the  capacity  of such
securities to make  principal and interest  payments than is the case for higher
grade debt securities.

Call risk -

Many fixed income  securities,  especially  those issued at high interest rates,
provide that the issuer may repay them early.  Issuers often exercise this right
when interest rates are low. Accordingly, holders of callable securities may not
benefit  fully from the  increase  in value that other  fixed-income  securities
experience when rates decline.  Furthermore,  the fund reinvests the proceeds of
the payoff at current  yields,  which are lower than those paid by the  security
that was paid off.

Investment models:

The proprietary  models used by the advisers to evaluate  securities markets are
based on the advisers'  understanding  of the interplay of market factors and do
not assure  successful  investment.  The  markets,  or the prices of  individual
securities, may be affected by factors not foreseen in developing the models.

Portfolio Turnover -

Each fund may have an annual  portfolio  turnover  rate in excess of 100%.  High
turnover  rates can  result in  increased  trading  costs and  higher  levels of
realized capital gains.

                                       -9-

<PAGE>

[icon] PERFORMANCE

The information below provides an indication of the risks of investing in a fund
by showing changes in the fund's  performance  from year to year. As of the date
of this  prospectus,  the Navigator  Classes of Global Income Trust and Emerging
Markets  Trust  have not yet  commenced  operations;  the  Navigator  Classes of
International  Equity Trust and Europe Fund commenced  operations on May 5, 1998
and August 21, 1997. The returns  presented for Global Income Trust and Emerging
Markets Trust are for the funds' Primary Class shares,  which are not offered in
this  prospectus.  Navigator  Class and Primary Class shares are invested in the
same  portfolio of  securities,  and the annual returns for each class of shares
would  differ  only to the  extent  that the  Navigator  Class  would  pay lower
expenses,  and  therefore  would have  higher  returns.  Annual  returns  assume
reinvestment of dividends and  distributions.  Historical  performance of a fund
does not necessarily indicate what will happen in the future.

                   GLOBAL INCOME TRUST - PRIMARY CLASS SHARES

          YEAR BY YEAR TOTAL RETURN AS OF DECEMBER 31 OF EACH YEAR (%)

24%

21%
                 20.80
18%

15%

12%                                                 11.50

 9%                          8.22

 6%

 3%

 0%
      -1.40                             -1.69
- -3%                                                               -3.23

       1994       1995       1996        1997        1998          1999


                       DURING THE PAST SIX CALENDAR YEARS:

- --------------------------------------------------------------------------------
                           Quarter Ended               Total Return
- --------------------------------------------------------------------------------
Best quarter:              March 31, 1995                  7.86%
- --------------------------------------------------------------------------------
Worst quarter:             March 31, 1999                 -4.75%
- --------------------------------------------------------------------------------

In the  following  table,  average  annual  total  returns  for the years  ended
December 31, 1999, are compared with the Salomon  Brothers World Government Bond
Index.

                                      -10-

<PAGE>

- --------------------------------------------------------------------------------
                              1 Year         5 Years      Life of Class
- --------------------------------------------------------------------------------
Global Income Trust           -3.23%          6.76%          5.80%(a)
- --------------------------------------------------------------------------------
Salomon Brothers World
Government Bond Index         -4.27%          6.42%          5.96% (b)
- --------------------------------------------------------------------------------

(a)         April 15, 1993 (commencement of operations) to December 31, 1999.
(b)         For the period April 30, 1993 to December 31, 1999.

                                      -11-

<PAGE>

               INTERNATIONAL EQUITY TRUST - NAVIGATOR CLASS SHARES

          YEAR BY YEAR TOTAL RETURN AS OF DECEMBER 31 OF EACH YEAR (%)




                25%
                                        21.69
                20%

                15%

                10%

                 5%

                 0%                     1999


                          DURING THE PAST CALENDAR YEAR

- --------------------------------------------------------------------------------
                            Quarter Ended              Total Return
- --------------------------------------------------------------------------------
Best quarter:               December 31, 1998              15.34%
- --------------------------------------------------------------------------------
Worst quarter:              September 30, 1998            -19.89%
- --------------------------------------------------------------------------------

In the  following  table,  average  annual  total  returns  for the years  ended
December 31, 1999,  are compared with the Morgan Stanley  Capital  International
Europe, Australia and the Far East (MSCI EAFE) Index.

- --------------------------------------------------------------------------------
                                 1 Year           Life of Class
- --------------------------------------------------------------------------------
International Equity
Trust - Navigator Class          21.69%              6.05%(a)
- --------------------------------------------------------------------------------
MSCI EAFE Index                  14.27%              18.00%(b)
- --------------------------------------------------------------------------------

(a)  May 5, 1998 (commencement of operations of Navigator Class) to December 31,
     1999.
(b)  For the period April 30, 1998 to December 31, 1999.

                                      -12-

<PAGE>

                  EMERGING MARKETS TRUST - PRIMARY CLASS SHARES

          YEAR BY YEAR TOTAL RETURN AS OF DECEMBER 31 OF EACH YEAR (%)

                                                   101.15
100%

 75%

 50%

 25%

  0%
                        -6.18
- -25%
                                      -29.34
- -50%
                         1997          1998         1999


                      DURING THE PAST THREE CALENDAR YEARS:

- --------------------------------------------------------------------------------
                           Quarter Ended               Total Return
- --------------------------------------------------------------------------------
Best quarter:              December 31, 1999                39.72%
- --------------------------------------------------------------------------------
Worst quarter:             September 30, 1998              -28.18%
- --------------------------------------------------------------------------------

In the  following  table,  average  annual  total  returns  for the years  ended
December 31, 1999,  are compared with the Morgan Stanley  Capital  International
Emerging Markets Free (MSCI EM Free) Index.

- --------------------------------------------------------------------------------
                                 1 Year           Life of Class
- --------------------------------------------------------------------------------
Emerging Markets Trust           101.15%             9.93%(a)
- --------------------------------------------------------------------------------
MSCI EM Free Index               66.41%              1.61%(b)
- --------------------------------------------------------------------------------

(a)   May 28, 1996 (commencement of operations) to December 31, 1999.
(b)   For the period May 31, 1996 to December 31, 1999.

                                      -13-

<PAGE>

                      EUROPE FUND - NAVIGATOR CLASS SHARES

          YEAR BY YEAR TOTAL RETURN AS OF DECEMBER 31 OF EACH YEAR (%)



             42.51

40%

30%
                          25.49
20%

10%

 0%

             1998           1999


                       DURING THE PAST TWO CALENDAR YEARS:

- --------------------------------------------------------------------------------
                           Quarter Ended                  Total Return
- --------------------------------------------------------------------------------
Best quarter:              December 31, 1999                 26.11%
- --------------------------------------------------------------------------------
Worst quarter:             September 30, 1998               -12.96%
- --------------------------------------------------------------------------------

In the  following  table,  average  annual  total  returns  for the years  ended
December 31, 1999,  are compared with the Morgan Stanley  Capital  International
(MSCI) Europe Index.

- --------------------------------------------------------------------------------
                                 1 Year           Life of Class
- --------------------------------------------------------------------------------
Europe Fund -
Navigator Class                  25.49%               30.41% (a)
- --------------------------------------------------------------------------------
MSCI Europe Index                15.89%               23.42% (b)
- --------------------------------------------------------------------------------

(a)  August 21, 1997 (commencement of operations of Navigator Class) to December
     31, 1999.

(b)  For the period August 31, 1997 to December 31, 1999.

                                      -14-

<PAGE>

[icon] FEES AND EXPENSES OF THE FUNDS

The table  below  describes  the fees and  expenses  you will incur  directly or
indirectly as an investor in a fund. Each fund pays operating  expenses directly
out of its assets so they lower that  fund's  share price and  dividends.  Other
expenses include transfer agency, custody, professional and registration fees.

SHAREHOLDER FEES (fees paid directly from your investment)

- --------------------------------------------------------------------------------
Emerging Markets Trust redemption fee:           2.00%*
- --------------------------------------------------------------------------------

* Proceeds of shares  redeemed or exchanged  within one year of purchase will be
subject to a 2% redemption  fee. The fee is paid directly to the fund and not to
the manager or distributor.

                         ANNUAL FUND OPERATING EXPENSES
                  (expenses that are deducted from fund assets)

- --------------------------------------------------------------------------------
Navigator Class           Global       International    Emerging
shares of:              Income Trust   Equity Trust  Markets Trust  Europe Fund
- --------------------------------------------------------------------------------
Management fees (a)        0.75%           0.75%          1.00%        1.00%
- --------------------------------------------------------------------------------
Distribution and
service (12b-1) fees       None            None           None         None
- --------------------------------------------------------------------------------
Other Expenses             0.40%           0.50%          0.75%        0.52%
- --------------------------------------------------------------------------------
Total Annual Fund
Operating Expenses (a)     1.15%           1.25%          1.75%        1.52%
- --------------------------------------------------------------------------------

(a) Legg Mason Fund Adviser,  Inc., as manager,  has voluntarily agreed to waive
fees so that  Navigator  Class share  expenses  (exclusive  of taxes,  interest,
brokerage and  extraordinary  expenses) do not exceed the following annual rates
of each fund's average daily net assets  attributable to Navigator Class shares:
for Global Income Trust,  1.15% indefinitely;  for International  Equity Trust,
1.25%  indefinitely;  and for Emerging  Markets Trust,  1.50%,  and Europe Fund,
1.60%,  until April 30, 2001.  The  voluntary  waivers may be  terminated at any
time.  With these  waivers,  management  fees and total  annual  fund  operating
expenses for the fiscal year ended  December 31, 1999 were 0.75% and 1.50%,  for
Emerging  Markets Trust.  No fee waivers were necessary for Global Income Trust,
International Equity Trust and Europe Fund.

                                      -15-

<PAGE>

EXAMPLE:

This example  helps you compare the cost of investing in a fund with the cost of
investing in other  mutual  funds.  Although  your actual costs may be higher or
lower, you would pay the following  expenses on a $10,000  investment in a fund,
assuming (1) a 5% return each year, (2) the fund's operating expenses remain the
same as shown in the table  above,  and (3) you redeem all of your shares at the
end of the time periods shown.

- --------------------------------------------------------------------------------
                               1 YEAR        3 YEARS       5 YEARS    10 YEARS
- --------------------------------------------------------------------------------
Global Income Trust             $117          $365          $633        $1398
- --------------------------------------------------------------------------------
International Equity Trust      $127          $397          $686        $1511
- --------------------------------------------------------------------------------
Emerging Markets Trust          $381          $551          $949        $2062
- --------------------------------------------------------------------------------
Emerging Markets Trust
(assuming no redemption)        $178          $551          $949        $2062
- --------------------------------------------------------------------------------
Europe Fund                     $156          $483          $834        $1824
- --------------------------------------------------------------------------------

                                      -16-

<PAGE>

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

MANAGEMENT AND ADVISERS:

LEGG MASON FUND ADVISER, INC. ("LMFA"),  100 Light Street,  Baltimore,  Maryland
21202,  is  the  manager  of the  funds.  LMFA  is  responsible  for  investment
management   and   administrative   services  and  for   overseeing  the  funds'
relationships  with outside service providers,  such as the custodian,  transfer
agent, accountants, and lawyers.

LMFA acts as manager or adviser to investment companies with aggregate assets of
about $18.2 billion as of December 31, 1999.

For its services  during the fiscal year ended December 31, 1999, each fund paid
LMFA a percentage of its average daily net assets as follows:

Global Income Trust                   0.75%
International Equity Trust            0.75%
Emerging Markets Trust                0.75%
Europe Fund                           1.00%

Prior to October 6, 1999,  Bartlett & Co. served as Europe Fund's  manager under
compensation arrangements substantially similar to those with LMFA.

BATTERYMARCH  FINANCIAL  MANAGEMENT  ("Batterymarch"),   200  Clarendon  Street,
Boston, Massachusetts 02116, is investment adviser to International Equity Trust
and  Emerging  Markets  Trust.   Batterymarch  is  responsible  for  the  actual
investment management of these funds, which includes making investment decisions
and placing orders to buy or sell a particular security.

LMFA pays  Batterymarch  a monthly  fee of 66 2/3% of the fee it  receives  from
International  Equity Trust and a monthly fee of 75% of the fee it receives from
Emerging Markets Trust. Fees paid to Batterymarch are net of any waivers.

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 $6.6 billion as of December 31, 1999.

WESTERN ASSET MANAGEMENT COMPANY ("Western Asset"), 117 East Colorado Boulevard,
Pasadena,  California  91105,  is  investment  adviser to Global  Income  Trust.
Western Asset is responsible for the actual  investment  management of the fund,
which includes making  investment  decisions and placing orders to buy or sell a
particular security. LMFA pays Western Asset a monthly fee of 53 1/3% of the fee
it receives from Global Income Trust, net of any waivers.

Western  Asset acts as investment  adviser to  investment  companies and private
accounts with aggregate assets of about $52.5 billion as of December 31, 1999.

WESTERN  ASSET   MANAGEMENT   COMPANY  LIMITED   ("Western  Asset  Ltd."),   155
Bishopsgate,  London, England, serves as investment sub-adviser to Global Income
Trust. Western Asset Ltd. is responsible for providing research,  analytical and
trading  support  for the  fund's  investment  programs,  as well as  exercising
investment  discretion for part of the portfolio,  subject to the supervision of
Western Asset and LMFA.

For its  services  and for  expenses  borne by  Western  Asset  Ltd.  under  its
sub-advisory agreement, Western Asset pays Western Asset Ltd. a fee at an annual
rate of 0.20% of the fund's average daily net assets,  net of any waivers.  LMFA

                                      -17-

<PAGE>

also pays Western Asset Ltd. a sub-administration fee at an annual rate of 0.10%
of the  fund's  average  daily  net  assets,  net of any  waivers,  for  certain
administrative services performed.

Western  Asset Ltd.  renders  investment  advice to  institutional,  private and
commingled fund portfolios with assets of over about $4.5 billion as of December
31, 1999. Western Asset Ltd. has managed global fixed-income assets for U.S. and
non-U.S. clients since 1984.

LOMBARD ODIER  INTERNATIONAL  PORTFOLIO  MANAGEMENT  LIMITED,  Norfolk House, 13
Southampton Place, London,  England,  serves as investment sub-adviser to Europe
Fund. For its services,  Lombard Odier receives a monthly fee from LMFA equal to
60% of the fee paid to Legg Mason Fund Adviser by the fund,  net of any waivers.
Lombard Odier  specializes  in advising and managing  investment  portfolios for
institutional  clients and mutual  funds.  Lombard  Odier is an indirect  wholly
owned subsidiary of Lombard Odier & Cie, a Swiss private bank.

PORTFOLIO MANAGEMENT:

Batterymarch   investment   teams  have  been  responsible  for  the  day-to-day
management of International  Equity Trust and Emerging Markets Trust since their
inception.

An  investment  committee at Western  Asset is  responsible  for the  day-to-day
management of Global Income Trust.

Neil Worsley and William  Lovering are responsible for co-managing  Europe Fund.
Mr.  Worsley has been  Director and Senior  Investment  Manager of Lombard Odier
since June 1, 1996. Prior thereto,  he was an Assistant Director and Senior Fund
Manager.  He joined  Lombard  Odier in 1990.  Mr.  Lovering  has been  Assistant
Director of Lombard  Odier since June 1, 1996.  Prior  thereto,  he was a Senior
Fund Manager. He joined the firm in 1994. Previously,  Mr. Lovering was employed
at Arbuthnot Latham Investment Management.

Distributor of the funds' shares:

Legg  Mason  Wood  Walker,   Incorporated  ("Legg  Mason"),  100  Light  Street,
Baltimore,  Maryland  21202,  distributes  the  fund's  shares  pursuant  to  an
Underwriting Agreement.  Each Underwriting Agreement obligates Legg Mason to pay
certain expenses in connection with offering fund shares, including compensation
to its  financial  advisers,  the printing  and  distribution  of  prospectuses,
statements of additional  information and shareholder  reports (after these have
been  printed  and  mailed to  existing  shareholders  at the  funds'  expense),
supplementary sales literature and advertising materials.

Legg Mason,  LMFA,  Batterymarch,  Western Asset, and Western Asset Ltd. may pay
non-affiliated  entities out of their own assets to support the  distribution of
Navigator Class shares and shareholder servicing.

LMFA, Batterymarch,  Western Asset, Western Asset Ltd. and Legg Mason are wholly
owned subsidiaries of Legg Mason, Inc., a financial services holding company.

                                      -18-

<PAGE>

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

Navigator Class shares are currently offered for sale only to:

o     Institutional  Clients of Legg Mason Trust Company for which they exercise
      discretionary  investment  management  responsibility  and accounts of the
      customers with such Institutional Clients ("Customers").

o     Qualified retirement plans managed on a discretionary basis and having net
      assets of at least $200 million.

o     Any qualified retirement plan having net assets of at least $300 million.

o     Clients of Bartlett & Co. who, as of December 19, 1996, were  shareholders
      of  Bartlett  Short Term Bond Fund or Bartlett  Fixed  Income Fund and for
      whom Bartlett acts as an ERISA fiduciary.

o     Any  qualified  retirement  plan  of  Legg  Mason,  Inc.  or of any of its
      affiliates.

o     Certain  institutions  who were  clients of  Fairfield  Group,  Inc. as of
      February 28, 1999 for  investment of their own monies and monies for which
      they act in a fiduciary capacity.

o     Shareholders  of  Class Y  shares  of  Bartlett  Europe  Fund or  Bartlett
      Financial Services Fund on October 5, 1999.

o     Any open-end  management  investment company advised or managed by LMFA or
      by any person  controlling,  controlled  by, or under common  control with
      LMFA.

Eligible  investors  may purchase  Navigator  Class  shares  through a brokerage
account at Legg Mason. The minimum initial investment is $50,000 and the minimum
for each purchase of additional  shares is $100.  Institutional  Clients may set
different  minimums for their  Customers'  investments  in accounts  invested in
Navigator Class shares.

Customers of certain  Institutional  Clients that have omnibus accounts with the
fund's  transfer  agent can purchase  shares  through  those  Institutions.  The
distributor  may  pay  such   Institutional   Clients  for  account   servicing.
Institutional  Clients  may charge  their  Customers  for  services  provided in
connection  with the purchase and redemption of shares.  Information  concerning
these services and any applicable  charges will be provided by the Institutional
Clients. This Prospectus should by read by Customers in connection with any such
information  received  by  Institutional  Clients.  Any such  fees,  charges  or
requirements  imposed by  Institutional  Clients will be in addition to the fees
and requirements of this Prospectus.

Certain  institutions  that have  agreements  with Legg Mason or the fund may be
authorized to accept  purchase and redemption  orders on their behalf.  Once the
authorized  institution  accepts the order, you will receive the next determined
net asset value.  You should consult with your institution to determine the time
by which it must  receive  your order to get that day's share  price.  It is the
institution's  responsibility  to  transmit  your  order to the fund in a timely
fashion.

Purchase  orders  received by Legg Mason  before the close of the New York Stock
Exchange ("Exchange") (normally 4:00 p.m. Eastern time) will be processed at the
fund's net asset value as of the close of the Exchange on that day. Each fund is
open for business  every day the  Exchange is open.  Orders  received  after the
close of the Exchange  will be processed at the fund's net asset value as of the
close of the exchange on the next day the Exchange is open. Payment must be made
within three business days to the selling organization.

                                      -19-

<PAGE>

You will  begin  to earn  dividends  on  shares  of  Global  Income  Trust as of
settlement  date,  which is normally  the third  business day after you order is
placed.

                                      -20-

<PAGE>

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

To redeem your shares by telephone:

o   Call 1-800-822-5544

Please have available the number of shares (or dollar amount) to be redeemed and
the account number.

The funds  will  follow  reasonable  procedures  to ensure the  validity  of any
telephone redemption request,  such as requesting  identifying  information from
callers or employing  identification numbers. Unless you specify that you do not
wish to have telephone  redemption  privileges,  you may be held responsible for
any fraudulent telephone order.

Customers  of   Institutional   Clients  may  redeem  only  in  accordance  with
instructions and limitations pertaining to their account at the Institution.

Redemption  orders  received by Legg Mason before the close of the Exchange will
be transmitted  to the fund's  transfer  agent.  Your order will be processed at
that day's net asset value.  Redemption  orders received by Legg Mason after the
close of the  Exchange  will be  processed at the closing net asset value on the
next day the Exchange is open.

Your  order  will be  processed  promptly  and you will  generally  receive  the
proceeds by mail to the name and address on the  account  registration  within a
week. You may also have your telephone redemption requests paid by a direct wire
to a previously designated domestic commercial bank account

Payment of the proceeds of redemptions of shares that were recently purchased by
check or  acquired  through  reinvestment  of  dividends  on such  shares may be
delayed for up to 10 days from the purchase date in order to allow for the check
to clear.

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

Emerging Markets Trust Redemption Fee:

The fund is intended for long-term  investors.  Short-term  "market  timers" who
engage in  frequent  purchases  and  redemptions  affect the  fund's  investment
planning and create  additional  transaction  costs.  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 fee will be paid directly to the fund to
help offset the costs imposed on it by short-term trading in emerging markets.

The fund will use the  "first-in,  first-out"  method to determine  the one-year
holding  period.  The date of  redemption  or exchange will be compared with the
earliest purchase date of shares held in the account.  The fee will not apply to
any shares purchased through reinvestment of dividends or other distributions or
to shares held in retirement plans; however, it will apply to shares held in IRA
accounts  (including  IRA-based plans) and to shares purchased through automatic
investment plans.

                                      -21-

<PAGE>

[icon]  A C C O U N T  P O L I C I E S

Calculation of Net Asset Value:

Net asset value per Navigator Class share is determined daily as of the close of
the Exchange on every day the Exchange is open. The Exchange is normally  closed
on all national  holidays and Good Friday.  To calculate  each fund's  Navigator
Class share price, the fund's assets  attributable to Navigator Class shares are
valued and  totaled,  liabilities  attributable  to  Navigator  Class shares are
subtracted,  and the resulting net assets are divided by the number of Navigator
Class  shares  outstanding.  Each fund's  securities  are valued on the basis of
market quotations or, lacking such quotations, at fair value as determined under
policies approved by the Board of Directors.

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 Income Trust 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.

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

Other:

Fund shares may not be held in, or transferred to, an account with any firm that
does not have an agreement with Legg Mason or its affiliates.

Each fund reserves the right to:

o     Reject any order for shares or suspend the offering of shares for a period
      of time.

o     Change its minimum investment amounts.

o     Delay sending out redemption proceeds for up to seven days. This generally
      applies only in cases of very large  redemptions  or excessive  trading or
      during unusual market  conditions.  Each fund may delay redemptions beyond
      seven days, or suspend redemptions, only as permitted by the SEC.

                                      -22-

<PAGE>

[icon]  S E R V I C E S  F O R  I N V E S T O R S

Confirmations and Account Statements:

Confirmations  will be sent to  Institutional  Clients  after  each  transaction
involving  Navigator  Class shares which will include the total number of shares
being held in  safekeeping by the transfer  agent.  The transfer agent will send
confirmations of each purchase and redemption transaction (except a reinvestment
of dividends or capital gain  distributions).  Beneficial ownership of shares by
Customer accounts will be recorded by the Institutional  Client and reflected in
their regular account statements.

Exchange Privilege:

Navigator  Class  shares of this fund may be  exchanged  for  shares of the Legg
Mason Money  Market  Funds or  Navigator  Class  shares of any of the other Legg
Mason  funds,  provided  these  funds  are  eligible  for sale in your  state of
residence.  You can request an exchange in writing or by phone.  Be sure to read
the current prospectus for any fund into which you are exchanging.

Other than the  redemption  fee imposed on exchanges of Emerging  Markets Trust,
there is currently no fee for exchanges;  however, you may be subject to a sales
charge when exchanging  into a fund that has one. In addition,  an exchange of a
fund's  shares  will be  treated  as a sale of the  shares,  and any gain on the
transaction may be subject to tax.

Each fund reserves the right to:

o     Terminate or limit the exchange  privilege  of any  shareholder  who makes
      more than four exchanges from the fund in one calendar year.

o     Terminate or modify the exchange  privilege  after 60 days' written notice
      to shareholders.

Some  Institutional  Clients  may  not  offer  all of the  Navigator  Funds  for
exchange.

                                      -23-

<PAGE>

[icon] DISTRIBUTIONS AND TAXES

Global  Income Trust  declares and pays any  dividends  from its net  investment
income monthly.  International  Equity Trust,  Emerging Markets Trust and Europe
Fund each declares and pays such dividends on an annual basis.

Distributions  of  substantially  all net  capital  gain (the  excess of any net
long-term  capital gain over net  short-term  capital loss) and any net realized
gains 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 a
federal excise tax.

Your  dividends  and other  distributions  will be  automatically  reinvested in
additional Navigator Class shares of a fund, unless you elect to receive them in
cash. If you wish to begin receiving dividends and/or distributions in cash, you
must  notify the fund at least 10 days  before the next  dividend  and/or  other
distribution  is to be paid.  You may  also  request  that  your  dividends  and
distributions  be  reinvested  in  Navigator  Class shares of another Legg Mason
fund.

If the postal or other delivery  service is unable to deliver your  distribution
check,  your distribution  option will  automatically be converted to having all
dividends and other  distributions  reinvested in fund shares.  No interest will
accrue on amounts represented by uncashed distribution or redemption checks.

Fund  dividends  and other  distributions  are taxable to investors  (other than
retirement  plans and other  tax-exempt  investors)  whether received in cash or
reinvested  in  additional  Navigator  Class  shares of a fund.  Dividends  from
investment  company taxable income (which includes net investment income and net
short-term  capital gains) are taxable as ordinary  income.  Distributions  of a
fund's net capital  gain,  if any,  will be taxable as long-term  capital  gain,
regardless of how long you have held your fund shares.

The sale or  exchange  of fund  shares  may  result in a  taxable  gain or loss,
depending on whether the proceeds are more or less than the cost of your shares.

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.

A tax statement is sent to you at the end of each year  detailing the tax status
of your distributions.

Each fund will withhold 31% of all  dividends,  capital gain  distributions  and
redemption  proceeds  payable to  individuals  and certain  other  non-corporate
shareholders  who do not provide the fund with a valid  taxpayer  identification
number.  Each fund will also  withhold  31% of all  dividends  and capital  gain
distributions  payable  to  shareholders  who are  otherwise  subject  to backup
withholding.

Because each  investor's  tax  situation is different,  please  consult your tax
adviser about federal, state and local tax considerations.

                                      -24-

<PAGE>

[GRAPHIC] FINANCIAL HIGHLIGHTS

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

                              Investment Operations
                              ---------------------

                                               Net Realized and
                                               Unrealized Gain
                                              (Loss) on Invest-
                      Net Asset       Net      ments, Options,
                        Value,    Investment     Futures and     Total From
                      Beginning     Income    Foreign Currency   Investment
                      of Period     (Loss)      Transactions     Operations
                      ---------   ----------  ----------------   ----------
International
Equity Trust
Year Ended
Dec.31, 1999            $12.64      $0.11          $2.52           $2.63
Period Ended
Dec.31, 1998A            14.21       0.10          (1.44)          (1.34)

Europe Fund B
Years Ended Dec.31,
    1999                $24.78     ($0.03)         $6.15           $6.12
    1998                 21.01       0.22C          8.37            8.59
    1997D                25.61      (0.04)C         1.27            1.23


                                  Distributions
                                  -------------

                            From        From Net                     Net Asset
                             Net        Realized                      Value,
                         Investment     Gain on         Total         End of
                           Income     Investments   Distributions     Period
                         ----------   -----------   -------------    --------
International
Equity Trust
Year Ended
Dec.31, 1999              ($0.14)       ($0.87)        ($1.01)       $14.26
Period Ended
Dec.31, 1998A              (0.23)          --           (0.23)        12.64

Europe Fund B
Years Ended Dec.31,
    1999                  ($0.07)       ($2.10)        ($2.17)       $28.73
    1998                   (0.51)        (4.31)         (4.82)        24.78
    1997D                   ---          (5.83)         (5.83)        21.01

                                      -25-

<PAGE>

                           Ratios/Supplemental Data
                           ------------------------

                                               Net
                                            Investment
                              Expenses    Income (Loss) Portfolio   Net Assets,
                    Total    to Average    to Average   Turnover   End of Period
                    Return   Net Assets    Net Assets     Rate    (in thousands)
                    ------   ----------   ------------  --------   ------------
International
Equity Trust
Year Ended
Dec.31, 1999        21.69%      1.25%         0.82%       148%          $50
Period Ended
Dec.31, 1998A       (9.42)%E    1.04%F        1.17%F       72%F          45

Europe Fund B
Years Ended Dec.31,
    1999            25.49%      1.52%        -0.10%        93%         $389
    1998            42.50%      1.55%C        1.31%C      103%          247
    1997D            4.9%E      1.31%C,F     (0.60)%C,F   123%        8,025



A   For the period May 5, 1998  (commencement  of sale of  Navigator  shares) to
    December 31, 1998.
B   The  financial  information  for Europe Fund  Navigator  Class for the years
    ended  December 31, 1997 and 1998, is for Bartlett  Europe Fund Class Y. The
    financial  information for the year ended December 31, 1999, is for the Legg
    Mason Europe and the Bartlett Europe Fund Class Y.
C   Net of fees waived pursuant to a voluntary expense limitation of 1.50% until
    April 30,  1998;  and 1.60%  indefinitely.  If no fee had been  waived,  the
    annualized  ratio of  expense to  average  daily net assets for each  period
    would have been as follows: 1998, 1.63%; 1997, 1.49%.
D   For the period August 21, 1997 (commencement of operations of this class) to
    December 31, 1997.
E   Not annualized.
F   Annualized.

                                      -26-

<PAGE>

Legg Mason Global Trust, Inc.

The following  additional  information about the funds is available upon request
and without charge:

Statement of Additional  Information (SAI) -The SAI is filed with the Securities
and  Exchange  Commission  (SEC)  and is  incorporated  by  reference  into  (is
considered part of) the  prospectus.  The SAI provides  further  information and
additional details about each fund and its policies.

Annual and  Semi-Annual  Reports -  Additional  information  about  each  fund's
investments  is  available  in the  funds'  annual  and  semi-annual  reports to
shareholders.  In the funds'  annual  report,  you will find a discussion of the
market  conditions and investment  strategies that  significantly  affected each
fund's performance during its last fiscal year.

To  request  the  SAI  or  any  reports  to  shareholders,  or  to  obtain  more
information:

o     call toll-free 1-800-822-5544
o     visit us on the Internet via http://www.leggmasonfunds.com
o     write to us at:  Legg Mason Wood Walker, Incorporated
                       100 Light Street, P.O. Box 1476
                       Baltimore, MD 21203-1476

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

LMF-159                                               SEC file number  811-7418


                                      -27-


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