TRANSFER AGENCY AND SERVICE AGREEMENT

                                     between

                        LEGG MASON INVESTMENT TRUST, INC.

                                       and

                       STATE STREET BANK AND TRUST COMPANY

















<PAGE>



                                TABLE OF CONTENTS
                                -----------------
                                                                           Page
                                                                           ----

     1.     Terms of Appointment and Duties...................................1

     2.     Third Party Administrators for Defined Contribution Plans.........4

     3.     Fees and Expenses.................................................5

     4.     Representations and Warranties of the Transfer Agent..............5

     5.     Representations and Warranties of the Fund........................6

     6.     Wire Transfer Operating Guidelines................................6

     7.     Data Access and Proprietary Information...........................8

     8.     Indemnification...................................................9

     9.     Standard of Care.................................................10

     10.    Year 2000........................................................10

     11.    Confidentiality..................................................11

     12.    Covenants of the Fund and the Transfer Agent.....................11

     13.    Termination of Agreement.........................................12

     14.    Assignment and Third Party Beneficiaries.........................12

     15.    Subcontractors...................................................13

     16.    Miscellaneous....................................................13

     17.    Additional Funds.................................................15



<PAGE>


                      TRANSFER AGENCY AND SERVICE AGREEMENT
                      -------------------------------------

AGREEMENT  made as of the 30th day of December,  1999, by and between LEGG MASON
INVESTMENT TRUST, INC., a Maryland corporation,  having its principal office and
place of business at 100 Light Street,  Baltimore,  Maryland 21202 (the "Fund"),
and STATE STREET BANK AND TRUST COMPANY,  a  Massachusetts  trust company having
its  principal  office and place of business  at 225  Franklin  Street,  Boston,
Massachusetts 02110 (the "Transfer Agent").

WHEREAS,  the Fund is authorized to issue shares in separate  series,  with each
such series  representing  interests in a separate  portfolio of securities  and
other assets; and

WHEREAS,  the Fund  intends to initially  offer  shares in one (1) series,  such
series  shall be named in the  attached  Schedule  A which may be amended by the
parties  from time to time (each such  series,  together  with all other  series
subsequently  established  by the Fund and made  subject  to this  Agreement  in
accordance  with  SECTION 17,  being herein  referred to as a  "Portfolio",  and
collectively as the "Portfolios");

WHEREAS,  the Fund on behalf of the  Portfolios  desires to appoint the Transfer
Agent as its transfer agent,  dividend  disbursing  agent,  custodian of certain
retirement plans and agent in connection with certain other activities,  and the
Transfer Agent desires to accept such appointment;

NOW, THEREFORE,  in consideration of the mutual covenants herein contained,  the
parties hereto agree as follows:

l.       Terms of Appointment and Duties
         -------------------------------

         1.1    TRANSFER  AGENCY  SERVICES.  Subject to the terms and conditions
                set  forth  in  this  Agreement,  the  Fund,  on  behalf  of the
                Portfolios,  hereby  employs and appoints the Transfer  Agent to
                act as, and the  Transfer  Agent  agrees to act as its  transfer
                agent for the Fund's  authorized and issued shares of its common
                stock, $ 0.001 par value, ("Shares"), dividend disbursing agent,
                custodian of certain  retirement  plans and agent in  connection
                with any accumulation,  open-account or similar plan provided to
                the  shareholders  of each of the  respective  Portfolios of the
                Fund  ("Shareholders")  and set out in the  currently  effective
                prospectus    and    statement   of    additional    information
                ("prospectus")   of  the  Fund  on  behalf  of  the   applicable
                Portfolio,  including without limitation any periodic investment
                plan  or  periodic   withdrawal   program.  In  accordance  with
                procedures  established  from time to time by agreement  between
                the Fund on behalf of each of the Portfolios,  as applicable and
                the  Transfer  Agent,  the  Transfer  Agent  agrees that it will
                perform the following services:



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                (a) Receive for  acceptance,  orders for the purchase of Shares,
                and  promptly  deliver  payment  and  appropriate  documentation
                thereof to the Custodian of the Fund authorized  pursuant to the
                Articles of Incorporation of the Fund (the "Custodian");

                (b) Pursuant to purchase orders, issue the appropriate number of
                Shares  and hold  such  Shares  in the  appropriate  Shareholder
                account;

                (c) Receive for  acceptance  redemption  requests and redemption
                directions and deliver the appropriate  documentation thereof to
                the Custodian;

                (d) In respect  to the  transactions  in items (a),  (b) and (c)
                above,  the Transfer Agent shall execute  transactions  directly
                with broker-dealers authorized by the Fund;

                (e) At the appropriate  time as and when it receives monies paid
                to it by the Custodian with respect to any redemption,  pay over
                or cause to be paid over in the  appropriate  manner such monies
                as instructed by the redeeming Shareholders;

                (f) Effect transfers of Shares by the registered  owners thereof
                upon receipt of appropriate instructions;

                (g)  Prepare   and   transmit   payments   for   dividends   and
                distributions  declared by the Fund on behalf of the  applicable
                Portfolio;

                (h)  Issue  replacement   certificates  for  those  certificates
                alleged to have been lost,  stolen or destroyed  upon receipt by
                the  Transfer  Agent  of  indemnification  satisfactory  to  the
                Transfer  Agent and  protecting the Transfer Agent and the Fund,
                and the  Transfer  Agent at its  option,  may issue  replacement
                certificates  in  place of  mutilated  stock  certificates  upon
                presentation thereof and without such indemnity;

                (i) Maintain  records of account for and advise the Fund and its
                Shareholders as to the foregoing; and

                (j)  Record  the  issuance  of Shares  of the Fund and  maintain
                pursuant to SEC Rule  17Ad-10(e) a record of the total number of
                Shares  of the  Fund  which  are  authorized,  based  upon  data
                provided  to it by the Fund,  and  issued and  outstanding.  The
                Transfer  Agent shall also  provide the Fund on a regular  basis
                with the total number of Shares which are  authorized and issued
                and outstanding and shall have no obligation, when recording the
                issuance of Shares, to monitor the issuance of such Shares or to
                take  cognizance  of any laws  relating  to the issue or sale of
                such Shares, which functions shall be the sole responsibility of
                the Fund.

         1.2    ADDITIONAL SERVICES.  In addition to, and neither in lieu nor in
                contravention of, the services set forth in the above paragraph,
                the Transfer Agent shall perform the following services:

                (a) OTHER CUSTOMARY SERVICES.  Perform the customary services of
                a  transfer  agent,  dividend  disbursing  agent,  custodian  of
                certain  retirement plans and, as relevant,  agent in connection
                with  accumulation,  open-account  or  similar  plan  (including
                without  limitation  any  periodic  investment  plan or periodic


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                withdrawal  program),  including but not limited to: maintaining
                all Shareholder  accounts,  preparing Shareholder meeting lists,
                mailing   Shareholder    proxies,    Shareholder   reports   and
                prospectuses to current Shareholders,  withholding taxes on U.S.
                resident and non-resident  alien accounts,  preparing and filing
                U.S. Treasury  Department Forms 1099 and other appropriate forms
                required with respect to dividends and  distributions by federal
                authorities   for  all   Shareholders,   preparing  and  mailing
                confirmation forms and statements of account to Shareholders for
                all purchases and  redemptions  of Shares and other  confirmable
                transactions  in  Shareholder  accounts,  preparing  and mailing
                activity statements for Shareholders,  and providing Shareholder
                account information.

                (b) CONTROL BOOK (ALSO KNOWN AS "SUPER SHEET"). Maintain a daily
                record  and  produce  a  daily   report  for  the  Fund  of  all
                transactions  and  receipts  and   disbursements  of  money  and
                securities  and  deliver a copy of such  report for the Fund for
                each  business  day to the Fund no later  than  9:00 AM  Eastern
                Time, or such earlier time as the Fund may  reasonably  require,
                on the next business day.

                (c) "BLUE SKY"  REPORTING.  The Fund shall (i)  identify  to the
                Transfer  Agent in writing those  transactions  and assets to be
                treated as exempt from blue sky  reporting  for each State;  and
                (ii) verify the  establishment of transactions for each State on
                the system prior to activation and thereafter  monitor the daily
                activity  for each State.  The  responsibility  of the  Transfer
                Agent  for the  Fund's  blue sky  State  registration  status is
                solely  limited to the  initial  establishment  of  transactions
                subject  to blue sky  compliance  by the Fund  and  providing  a
                system which will enable the Fund to monitor the total number of
                Shares sold in each State.

                (d) NATIONAL SECURITIES CLEARING  CORPORATION (THE "NSCC").  (i)
                accept  and  effectuate  the  registration  and  maintenance  of
                accounts  through  Networking  and  the  purchase,   redemption,
                transfer  and  exchange  of  shares  in  such  accounts  through
                Fund/SERV  (Networking and Fund/SERV being programs  operated by
                the NSCC on behalf of NSCC's participants,  including the Fund),
                in accordance with, instructions  transmitted to and received by
                the  Transfer  Agent by  transmission  from  NSCC on  behalf  of
                broker-dealers  and banks which have been  established by, or in
                accordance  with the  instructions  of  authorized  persons,  as
                hereinafter  defined  on  the  dealer  file  maintained  by  the
                Transfer Agent; (ii) issue  instructions to Fund's banks for the
                settlement of transactions  between the Fund and NSCC (acting on
                behalf  of  its  broker-dealer  and  bank  participants);  (iii)
                provide  account and transaction  information  from the affected
                Fund's  records on DST  Systems,  Inc.  computer  system  TA2000
                ("TA2000  System")  in  accordance  with NSCC's  Networking  and
                Fund/SERV  rules for  those  broker-dealers;  and (iv)  maintain
                Shareholder accounts on TA2000 System through Networking.

                (e) NEW  PROCEDURES.  New  procedures  as to who  shall  provide
                certain of these  services  in Section 1 may be  established  in
                writing from time to time by agreement  between the Fund and the
                Transfer  Agent.  The Transfer Agent may at times perform only a
                portion of these  services and the Fund or its agent may perform
                these services on the Fund's behalf.


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         2.     Third Party Administrators for Defined Contribution Plans
                ---------------------------------------------------------

         2.1    The  Fund  may  decide  to  make  available  to  certain  of its
                customers,  a qualified plan program (the "Program") pursuant to
                which the  customers  ("Employers")  may adopt  certain plans of
                deferred  compensation  ("Plan or Plans") for the benefit of the
                individual  Plan  participant  (the  "Plan  Participant"),  such
                Plan(s) being  qualified  under  Section  401(a) of the Internal
                Revenue Code of 1986, as amended  ("Code") and  administered  by
                third party  administrators  which may be plan administrators as
                defined in the Employee  Retirement Income Security Act of 1974,
                as amended)(the "TPA(s)").

         2.2    In accordance  with the  procedures  established  in the initial
                Schedule 2.1 entitled "Third Party Administrator Procedures", as
                may be amended by the  Transfer  Agent and the Fund from time to
                time ("Schedule 2.1"), the Transfer Agent shall:

                (a)   Treat Shareholder accounts established by the Plans in the
                name  of the  Trustees,  Plans  or TPAs  as the  case  may be as
                omnibus accounts;

                (b)   Maintain  omnibus  accounts  on its records in the name of
                the TPA or its  designee  as the  Trustee for the benefit of the
                Plan; and

                (c)   Perform all services  under SECTION 1 as transfer agent of
                the Funds and not as a record-keeper for the Plans.

         2.3    Transactions  identified under SECTION 2 of this Agreement shall
                be deemed exception  services  ("Exception  Services") when such
                transactions:

                (a)   Require the Transfer  Agent to use methods and  procedures
                other than  those  usually  employed  by the  Transfer  Agent to
                perform services under SECTION 1 of this Agreement;

                (b)   Involve the provision of information to the Transfer Agent
                after the  commencement of the nightly  processing  cycle of the
                TA2000 System; or

                (c)    Require more manual  intervention  by the Transfer Agent,
                either in the entry of data or in the  modification or amendment
                of  reports  generated  by the  TA2000  System  than is  usually
                required by non-retirement plan and pre-nightly transactions.



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         3.     Fees and Expenses
                -----------------

         3.1    FEE SCHEDULE. For the performance by the Transfer Agent pursuant
                to this Agreement,  the Fund agrees to pay the Transfer Agent an
                annual maintenance fee for each Shareholder account as set forth
                in the  attached fee schedule  ("Schedule  3.1").  Such fees and
                out-of-pocket expenses and advances identified under SECTION 3.2
                below may be changed from time to time subject to mutual written
                agreement between the Fund and the Transfer Agent.

         3.2    OUT-OF-POCKET  EXPENSES.  In  addition  to the  fee  paid  under
                SECTION 3.1 above,  the Fund agrees to  reimburse  the  Transfer
                Agent for out-of-pocket  expenses,  including but not limited to
                confirmation production,  postage, forms, telephone,  microfilm,
                microfiche,  mailing and tabulating proxies, records storage, or
                advances incurred by the Transfer Agent for the items set out in
                Schedule 3.1 attached  hereto.  In addition,  any other expenses
                incurred  by the  Transfer  Agent  at the  request  or with  the
                consent of the Fund, will be reimbursed by the Fund.

         3.3    POSTAGE. Postage for mailing of dividends, proxies, Fund reports
                and other mailings to all shareholder accounts shall be advanced
                to the Transfer  Agent by the Fund at least seven (7) days prior
                to the mailing date of such materials.

         3.4    INVOICES.  The Fund  agrees  to pay all  fees  and  reimbursable
                expenses  within  thirty (30) days  following the receipt of the
                respective billing notice, except for any fees or expenses which
                are  subject  to good  faith  dispute.  In the  event  of such a
                dispute,  the Fund may only  withhold that portion of the fee or
                expense subject to the good faith dispute. The Fund shall notify
                the Transfer  Agent in writing within  twenty-one  (21) calendar
                days following the receipt of each billing notice if the Fund is
                disputing  any  amounts  in good  faith.  If the  Fund  does not
                provide  such notice of dispute  within the required  time,  the
                billing notice will be deemed accepted by the Fund.

         4.     Representations and Warranties of the Transfer Agent
                ----------------------------------------------------

         The Transfer Agent represents and warrants to the Fund that:

         4.1    It is a trust  company duly  organized  and existing and in good
                standing under the laws of The Commonwealth of Massachusetts.

         4.2    It  is  duly   qualified   to  carry  on  its  business  in  The
                Commonwealth of Massachusetts.

         4.3    It is  empowered  under  applicable  laws and by its Charter and
                By-Laws to enter into and perform this Agreement.

         4.4    All requisite corporate proceedings have been taken to authorize
                it to enter into and perform this Agreement.

         4.5    It has  and  will  continue  to  have  access  to the  necessary
                facilities,  equipment  and  personnel to perform its duties and
                obligations under this Agreement.



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         5.     Representations and Warranties of the Fund
                ------------------------------------------

The Fund represents and warrants to the Transfer Agent that:

         5.1    It is a  corporation  duly  organized  and  existing and in good
                standing under the laws of the State of Maryland.

         5.2    It is  empowered  under  applicable  laws and by its Articles of
                Incorporation  and  By-Laws  to  enter  into  and  perform  this
                Agreement.

         5.3    All   corporate   proceedings   required  by  said  Articles  of
                Incorporation  and By-Laws  have been taken to  authorize  it to
                enter into and perform this Agreement.

         5.4    It is an open-end non-diversified  management investment company
                registered under the Investment Company Act of 1940, as amended.

         5.5    A  registration  statement  under the Securities Act of 1933, as
                amended is currently  effective and will remain  effective,  and
                appropriate state securities law filings have been made and will
                continue  to be made,  with  respect  to all  Shares of the Fund
                being offered for sale.

         6.     Wire Transfer  Operating  Guidelines/Articles  4A of the Uniform
                ----------------------------------------------------------------
                Commercial Code
                ---------------

         6.1    The  Transfer   Agent  is  authorized  to  promptly   debit  the
                appropriate  Fund account(s) upon the receipt of a payment order
                in  compliance  with  the  selected   security   procedure  (the
                "Security  Procedure")  chosen  for  funds  transfer  and in the
                amount of money that the Transfer  Agent has been  instructed to
                transfer.  The Transfer  Agent shall execute  payment  orders in
                compliance  with  the  Security  Procedure  and  with  the  Fund
                instructions  on the  execution  date provided that such payment
                order is received by the customary  deadline for processing such
                a request,  unless the payment order specifies a later time. All
                payment  orders  and  communications  received  after  this  the
                customary deadline will be deemed to have been received the next
                business day.

         6.2    The  Fund  acknowledges  that  the  Security  Procedure  it  has
                designated on the Fund  Selection  Form was selected by the Fund
                from security procedures offered by the Transfer Agent. The Fund
                shall restrict  access to confidential  information  relating to
                the Security  Procedure to authorized persons as communicated to
                the Transfer Agent in writing. The Fund must notify the Transfer
                Agent  immediately  if it has  reason  to  believe  unauthorized
                persons may have obtained  access to such  information or of any
                change in the Fund's  authorized  personnel.  The Transfer Agent
                shall verify the authenticity of all Fund instructions according
                to the Security Procedure.

         6.3    The Transfer Agent shall process all payment orders on the basis
                of the account  number  contained in the payment  order.  In the
                event of a discrepancy between any name indicated on the payment
                order and the  account  number,  the account  number  shall take
                precedence and govern.

         6.4    The Transfer  Agent  reserves the right to decline to process or
                delay the  processing  of a payment order which (a) is in excess
                of the  collected  balance  in the  account to be charged at the


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<PAGE>

                time of the Transfer  Agent's receipt of such payment order; (b)
                if initiating such payment order would cause the Transfer Agent,
                in the Transfer  Agent's sole  judgement,  to exceed any volume,
                aggregate dollar,  network, time, credit or similar limits which
                are  applicable  to the Transfer  Agent;  or (c) if the Transfer
                Agent,  in good  faith,  is unable to  satisfy  itself  that the
                transaction has been properly authorized.

         6.5    The Transfer  Agent shall use  reasonable  efforts to act on all
                authorized  requests to cancel or amend payment orders  received
                in  compliance  with the Security  Procedure  provided that such
                requests are received in a timely manner  affording the Transfer
                Agent reasonable opportunity to act. However, the Transfer Agent
                assumes  no   liability   if  the  request  for   amendment   or
                cancellation cannot be satisfied.

         6.6    The Transfer Agent shall assume no responsibility for failure to
                detect any erroneous  payment  order  provided that the Transfer
                Agent complies with the payment order  instructions  as received
                and the Transfer Agent complies with the Security Procedure. The
                Security   Procedure   is   established   for  the   purpose  of
                authenticating  payment orders only and not for the detection of
                errors in payment orders.

         6.7    The  Transfer  Agent  shall  assume no  responsibility  for lost
                interest   with  respect  to  the   refundable   amount  of  any
                unauthorized   payment  order,  unless  the  Transfer  Agent  is
                notified of the  unauthorized  payment  order within thirty (30)
                days of  notification by the Transfer Agent of the acceptance of
                such payment order. In no event (including  failure to execute a
                payment  order) shall the Transfer  Agent be liable for special,
                indirect  or  consequential  damages,  even  if  advised  of the
                possibility of such damages.

         6.8    When the Fund  initiates or receives  Automated  Clearing  House
                credit and debit entries  pursuant to these  guidelines  and the
                rules of the National  Automated  Clearing House Association and
                the New England Clearing House  Association,  the Transfer Agent
                will  act as an  Originating  Depository  Financial  Institution
                and/or receiving depository Financial  Institution,  as the case
                may be,  with  respect  to such  entries.  Credits  given by the
                Transfer   Agent  with  respect  to  an  ACH  credit  entry  are
                provisional  until the Transfer Agent receives final  settlement
                for such entry from the Federal  Reserve  Bank.  If the Transfer
                Agent does not receive  such final  settlement,  the Fund agrees
                that the  Transfer  Agent  shall  receive a refund of the amount
                credited  to the Fund in  connection  with such  entry,  and the
                party  making  payment to the Fund via such  entry  shall not be
                deemed to have paid the amount of the entry.

         6.9    Confirmation  of Transfer  Agent's  execution of payment  orders
                shall  ordinarily  be  provided  within  twenty  four (24) hours
                notice of which may be delivered  through the  Transfer  Agent's
                proprietary  information  systems, or by facsimile or call-back.
                Fund must report any  objections  to the  execution  of an order
                within thirty (30) days.


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<PAGE>


         7.     Data Access and Proprietary Information
                ---------------------------------------

         7.1    The Fund  acknowledges  that the databases,  computer  programs,
                screen formats,  report formats,  interactive design techniques,
                and documentation  manuals furnished to the Fund by the Transfer
                Agent  as  part  of  the  Fund's   ability  to  access   certain
                Fund-related  data ("Customer  Data") maintained by the Transfer
                Agent on  databases  under  the  control  and  ownership  of the
                Transfer  Agent or other third party  ("Data  Access  Services")
                constitute  copyrighted,  trade  secret,  or  other  proprietary
                information   (collectively,   "Proprietary   Information")   of
                substantial value to the Transfer Agent or other third party. In
                no event shall Proprietary  Information be deemed Customer Data.
                The  Fund  agrees  to  treat  all  Proprietary   Information  as
                proprietary  to the  Transfer  Agent and further  agrees that it
                shall not divulge any  Proprietary  Information to any person or
                organization  except  as  may  be  provided  hereunder.  Without
                limiting  the  foregoing,  the Fund  agrees  for  itself and its
                employees and agents to:

                (a) Use such  programs  and  databases  (i) solely on the Fund's
                computers,  or (ii) solely from equipment at the location agreed
                to between the Fund and the  Transfer  Agent and (iii) solely in
                accordance   with   the   Transfer   Agent's   applicable   user
                documentation;

                (b) Refrain from copying or  duplicating  in any way (other than
                in the  normal  course or  performing  processing  on the Fund's
                computer(s)), the Proprietary Information;

                (c) Refrain from obtaining unauthorized access to any portion of
                the Proprietary Information, and if such access is inadvertently
                obtained,  to inform in a timely manner of such fact and dispose
                of such  information  in  accordance  with the Transfer  Agent's
                instructions;

                (d) Refrain  from  causing or allowing  information  transmitted
                from the Transfer  Agent's computer to the Fund's terminal to be
                retransmitted  to any other  computer  terminal or other  device
                except  as  expressly  permitted  by the  Transfer  Agent  (such
                permission not to be unreasonably withheld);

                (e)  Allow  the Fund to have  access  only to  those  authorized
                transactions  as agreed  to  between  the Fund and the  Transfer
                Agent; and

                (f) Honor all reasonable  written  requests made by the Transfer
                Agent to protect at the Transfer  Agent's  expense the rights of
                the Transfer  Agent in  Proprietary  Information  at common law,
                under  federal  copyright  law and under other  federal or state
                law.

         7.2     Proprietary Information shall not include all or any portion of
                any of the  foregoing  items  that:  (i) are or become  publicly
                available  without breach of this  Agreement;  (ii) are released
                for  general  disclosure  by a written  release by the  Transfer
                Agent;  or (iii) are already in the  possession of the receiving
                party   at  the   time  or   receipt   without   obligation   of
                confidentiality or breach of this Agreement.



                                       8
<PAGE>



         7.3    The  Fund  acknowledges  that  its  obligation  to  protect  the
                Transfer  Agent's  Proprietary  Information  is essential to the
                business  interest of the Transfer Agent and that the disclosure
                of such  Proprietary  Information  in breach  of this  Agreement
                would  cause  the  Transfer  Agent  immediate,  substantial  and
                irreparable   harm,  the  value  of  which  would  be  extremely
                difficult to determine.  Accordingly, the parties agree that, in
                addition to any other  remedies  that may be  available  in law,
                equity,   or  otherwise  for  the   disclosure  or  use  of  the
                Proprietary  Information  in  breach  of  this  Agreement,   the
                Transfer  Agent shall be entitled to seek and obtain a temporary
                restraining order,  injunctive relief, or other equitable relief
                against the continuance of such breach.

         7.4    If the Fund  notifies  the  Transfer  Agent that any of the Data
                Access  Services do not operate in material  compliance with the
                most recently issued user  documentation for such services,  the
                Transfer Agent shall endeavor in a timely manner to correct such
                failure.  Organizations from which the Transfer Agent may obtain
                certain  data  included in the Data Access  Services  are solely
                responsible for the contents of such data and the Fund agrees to
                make no claim  against  the  Transfer  Agent  arising out of the
                contents of such third-party  data,  including,  but not limited
                to, the accuracy thereof.  DATA ACCESS SERVICES AND ALL COMPUTER
                PROGRAMS  AND  SOFTWARE   SPECIFICATIONS   USED  IN   CONNECTION
                THEREWITH  ARE  PROVIDED ON AN AS IS, AS  AVAILABLE  BASIS.  THE
                TRANSFER AGENT EXPRESSLY  DISCLAIMS ALL WARRANTIES  EXCEPT THOSE
                EXPRESSLY  STATED  HEREIN  INCLUDING,  BUT NOT  LIMITED  TO, THE
                IMPLIED  WARRANTIES  OF   MERCHANTABILITY   AND  FITNESS  FOR  A
                PARTICULAR PURPOSE.

         7.5    If the transactions available to the Fund include the ability to
                originate electronic instructions to the Transfer Agent in order
                to: (i) effect the  transfer or  movement of cash or Shares;  or
                (ii) transmit Shareholder information or other information, then
                in such event the  Transfer  Agent  shall be entitled to rely on
                the  validity  and  authenticity  of  such  instruction  without
                undertaking any further  inquiry as long as such  instruction is
                undertaken in conformity with security procedures established by
                the Transfer Agent from time to time.

         7.6    Each party shall take reasonable efforts to advise its employees
                of their obligations pursuant to this SECTION 7. The obligations
                of this Section  shall survive any earlier  termination  of this
                Agreement.

         8.     Indemnification
                ---------------

         8.1    The Transfer  Agent shall not be  responsible  for, and the Fund
                shall  indemnify and hold the Transfer  Agent  harmless from and
                against, any and all losses,  damages,  costs, charges,  counsel
                fees,  payments,  expenses  and  liability  arising  out  of  or
                attributable to:

                (a)  All  actions  of  the  Transfer  Agent  or  its  agents  or
                subcontractors  required to be taken pursuant to this Agreement,
                provided  that such  actions are taken in good faith and without
                negligence or willful misconduct;

                (b) The  Fund's  lack  of  good  faith,  negligence  or  willful
                misconduct;

                                       9
<PAGE>

                (c) The reliance upon, and any subsequent use of or action taken
                or  omitted,   by  the   Transfer   Agent,   or  its  agents  or
                subcontractors  on:  (i) any  information,  records,  documents,
                data, stock certificates or services,  which are received by the
                Transfer  Agent  or its  agents  or  subcontractors  by  machine
                readable   input,   facsimile,   CRT  data   entry,   electronic
                instructions or other similar means  authorized by the Fund, and
                which have been prepared, maintained or performed by the Fund or
                any other person or firm on behalf of the Fund including but not
                limited to any previous  transfer  agent or registrar;  (ii) any
                instructions  or  requests  of the Fund or any of its  officers;
                (iii) any instructions or opinions of legal counsel with respect
                to any matter  arising in  connection  with the  services  to be
                performed by the Transfer Agent under this  Agreement  which are
                provided  to the  Transfer  Agent after  consultation  with such
                legal  counsel;  or  (iv)  any  paper  or  document,  reasonably
                believed  to be  genuine,  authentic,  or signed  by the  proper
                person or persons;

                (d) The offer or sale of Shares in violation of federal or state
                securities  laws or  regulations  requiring  that such Shares be
                registered   or  in   violation  of  any  stop  order  or  other
                determination  or ruling by any federal or any state agency with
                respect to the offer or sale of such Shares;

                (e) The  negotiation  and  processing  of any  checks  including
                without  limitation  for deposit into the Fund's demand  deposit
                account maintained by the Transfer Agent; or

                (f)  Upon  the  Fund's  request  entering  into  any  agreements
                required by the National  Securities  Clearing  Corporation (the
                "NSCC") for the transmission of Fund or Shareholder data through
                the NSCC clearing systems.

         8.2    In order that the indemnification  provisions  contained in this
                SECTION 8 shall apply,  upon the  assertion of a claim for which
                the Fund may be required to indemnify  the Transfer  Agent,  the
                Transfer Agent shall promptly notify the Fund of such assertion,
                and shall keep the Fund advised with respect to all developments
                concerning  such  claim.  The  Fund  shall  have the  option  to
                participate with the Transfer Agent in the defense of such claim
                or to defend  against  said claim in its own name or in the name
                of the  Transfer  Agent.  The  Transfer  Agent  shall in no case
                confess  any claim or make any  compromise  in any case in which
                the Fund may be required to indemnify the Transfer  Agent except
                with the Fund's prior written consent.

         9.     Standard of Care

         9.1    The  Transfer  Agent  shall at all times  act in good  faith and
                agrees  to use its best  efforts  within  reasonable  limits  to
                insure  the  accuracy  of  all  services  performed  under  this
                Agreement, but assumes no responsibility and shall not be liable
                for loss or damage due to errors  unless  said errors are caused
                by its negligence,  bad faith, or willful  misconduct or that of
                its employees, except as provided in SECTION 9.2 below.

         9.2    In the case of  Exception  Services  as defined  in SECTION  2.3
                herein,  the Transfer Agent shall be held to a standard of gross
                negligence and encoding and payment  processing errors shall not
                deemed negligence.

         10.    Year 2000
                ---------

                                       10
<PAGE>

                The Transfer Agent will take reasonable steps to ensure that its
                products (and those of its  third-party  suppliers)  reflect the
                available technology to offer products that are Year 2000 ready,
                including,  but not limited to,  century  recognition  of dates,
                calculations  that  correctly  compute  same  century  and multi
                century  formulas and date  values,  and  interface  values that
                reflect  the  date  issues  arising  between  now and  the  next
                one-hundred years, and if any changes are required, the Transfer
                Agent  will make the  changes to its  products  at a price to be
                agreed upon by the parties and in a commercially reasonable time
                frame and will require third-party suppliers to do likewise.

         11.    Confidentiality
                ---------------

         11.1   The Transfer Agent and the Fund agree that they will not, at any
                time during the term of this Agreement or after its termination,
                reveal,  divulge, or make known to any person, firm, corporation
                or other  business  organization,  any customers'  lists,  trade
                secrets,  cost  figures  and  projections,  profit  figures  and
                projections,  or any other  secret or  confidential  information
                whatsoever,  whether of the Transfer Agent or of the Fund,  used
                or gained by the Transfer  Agent or the Fund during  performance
                under this  Agreement.  The Fund and the Transfer  Agent further
                covenant and agree to retain all such knowledge and  information
                acquired during and after the term of this Agreement  respecting
                such  lists,  trade  secrets,  or  any  secret  or  confidential
                information  whatsoever  in trust  for the sole  benefit  of the
                Transfer Agent or the Fund and their successors and assigns.  In
                the event of  breach  of the  foregoing  by  either  party,  the
                remedies provided by SECTION 7.3 shall be available to the party
                whose   confidential   information   is  disclosed.   The  above
                prohibition of disclosure shall not apply to the extent that the
                Transfer Agent must disclose such data to its  sub-contractor or
                Fund  agent  for  purposes  of  providing  services  under  this
                Agreement.

         11.2   In the  event  that any  requests  or  demands  are made for the
                inspection of the  Shareholder  records of the Fund,  other than
                request  for  records  of  Shareholders   pursuant  to  standard
                subpoenas from state or federal  government  authorities  (i.e.,
                divorce and criminal actions),  the Transfer Agent will endeavor
                to notify the Fund and to secure instructions from an authorized
                officer of the Fund as to such  inspection.  The Transfer  Agent
                expressly   reserves   the  right,   however,   to  exhibit  the
                Shareholder  records  to any  person  whenever  it is advised by
                counsel  that it may be held  liable for the  failure to exhibit
                the Shareholder  records to such person or if required by law or
                court order.

         12.    Covenants of the Fund and the Transfer Agent
                --------------------------------------------

         12.1   The Fund  shall  promptly  furnish  to the  Transfer  Agent  the
                following:

                (a) A certified copy of the resolution of the Board of Directors
                of the Fund  authorizing  the  appointment of the Transfer Agent
                and the execution and delivery of this Agreement; and

                (b) A copy of the Articles of  Incorporation  and By-Laws of the
                Fund and all amendments thereto.

                                       11
<PAGE>

         12.2   The  Transfer  Agent  hereby  agrees to  establish  and maintain
                facilities and procedures  reasonably acceptable to the Fund for
                safekeeping  of stock  certificates,  check forms and  facsimile
                signature imprinting devices, if any; and for the preparation or
                use, and for keeping  account of, such  certificates,  forms and
                devices.

         12.3   The Transfer  Agent shall keep records  relating to the services
                to be performed hereunder, in the form and manner as it may deem
                advisable.   To  the  extent  required  by  Section  31  of  the
                Investment  Company  Act of  1940,  as  amended,  and the  Rules
                thereunder,  the  Transfer  Agent  agrees that all such  records
                prepared or  maintained  by the Transfer  Agent  relating to the
                services to be performed by the Transfer Agent hereunder are the
                property of the Fund and will be preserved,  maintained and made
                available in accordance with such Section and Rules, and will be
                surrendered  promptly to the Fund on and in accordance  with its
                request.

         13.    Termination of Agreement
                ------------------------

         13.1   This  Agreement  may be  terminated  by  either  party  upon one
                hundred twenty (120) days written notice to the other.

         13.2   Should  the  Fund   exercise   its  right  to   terminate,   all
                out-of-pocket  expenses or costs associated with the movement of
                records and  material  will be borne by the Fund.  Additionally,
                the  Transfer  Agent  reserves the right to charge for any other
                reasonable  expenses  associated  with  such  termination  and a
                charge  equivalent  to the  average of three (3)  months'  fees.
                Payment of such  expenses or costs shall be in  accordance  with
                SECTION 3.4 of this Agreement.

         13.3   Upon  termination of this Agreement,  each party shall return to
                the  other  party  all  copies of  confidential  or  proprietary
                materials  or   information   received  from  such  other  party
                hereunder,  other than materials or  information  required to be
                retained by such party under applicable laws or regulations.

         14.    Assignment and Third Party Beneficiaries
                ----------------------------------------

         14.1   Except as provided in SECTION 15.1 below, neither this Agreement
                nor any  rights or  obligations  hereunder  may be  assigned  by
                either party without the written consent of the other party. Any
                attempt to do so in  violation  of this  Section  shall be void.
                Unless  specifically  stated  to the  contrary  in  any  written
                consent  to  an  assignment,   no  assignment  will  release  or
                discharge  the assignor  from any duty or  responsibility  under
                this Agreement.

         14.2   Except as explicitly stated elsewhere in this Agreement, nothing
                under this  Agreement  shall be  construed to give any rights or
                benefits in this  Agreement  to anyone  other than the  Transfer
                Agent  and  the  Fund,  and  the  duties  and   responsibilities
                undertaken  pursuant to this Agreement shall be for the sole and
                exclusive  benefit  of the  Transfer  Agent and the  Fund.  This
                Agreement  shall inure to the benefit of and be binding upon the
                parties and their respective permitted successors and assigns.

         14.3   This   Agreement   does  not   constitute  an  agreement  for  a
                partnership or joint venture  between the Transfer Agent and the


                                       12
<PAGE>

                Fund. Other than as provided in SECTION 15.1 neither party shall
                make any commitments  with third parties that are binding on the
                other party without the other party's prior written consent.

         15.    Subcontractors
                --------------
         15.1   The Transfer Agent may,  without  further consent on the part of
                the Fund, subcontract for the performance hereof with (i) Boston
                Financial  Data  Services,  Inc.,  a  Massachusetts  corporation
                ("BFDS")  which is duly  registered as a transfer agent pursuant
                to Section 17A(c)(2) of the Securities  Exchange Act of 1934, as
                amended,  (ii) a BFDS  subsidiary  duly registered as a transfer
                agent or (iii) a BFDS  affiliate  duly  registered as a transfer
                agent; provided, however, that the Transfer Agent shall be fully
                responsible  to the Fund for the acts and  omissions  of BFDS or
                its  subsidiary  or  affiliate  as it is for  its own  acts  and
                omissions.

         15.2   Nothing  herein shall impose any duty upon the Transfer Agent in
                connection  with or  make  the  Transfer  Agent  liable  for the
                actions or omissions to act of  unaffiliated  third parties such
                as by way of  example  and not  limitation,  Airborne  Services,
                Federal Express, United Parcel Service, the U.S. Mails, the NSCC
                and telecommunication companies, provided, if the Transfer Agent
                selected such company,  the Transfer  Agent shall have exercised
                due care in selecting the same.

         16.    Miscellaneous
                -------------

         16.1   AMENDMENT.  This  Agreement  may be  amended  or  modified  by a
                written  agreement  executed by both parties and  authorized  or
                approved by a resolution of the Board of Directors of the Fund.

         16.2   MASSACHUSETTS  LAW TO APPLY.  This Agreement  shall be construed
                and the provisions  thereof  interpreted under and in accordance
                with the laws of The Commonwealth of Massachusetts.

         16.3   FORCE  MAJEURE.  In the event  either party is unable to perform
                its  obligations  under the terms of this  Agreement  because of
                acts of God,  strikes,  equipment  or  transmission  failure  or
                damage reasonably beyond its control, or other causes reasonably
                beyond its  control,  such party shall not be liable for damages
                to the other for any  damages  resulting  from such  failure  to
                perform or otherwise from such causes.

         16.4.  CONSEQUENTIAL DAMAGES.  Neither party to this Agreement shall be
                liable to the other party for  consequential  damages  under any
                provision  of this  Agreement or for any  consequential  damages
                arising out of any act or failure to act hereunder.

         16.5   SURVIVAL.  All provisions regarding  indemnification,  warranty,
                liability,   and  limits  thereon,  and  confidentiality  and/or
                protections  of  proprietary  rights  and  trade  secrets  shall
                survive the termination of this Agreement.


                                       13
<PAGE>


         16.6   SEVERABILITY.  If any provision or provisions of this  Agreement
                shall be held invalid, unlawful, or unenforceable, the validity,
                legality,  and enforceability of the remaining  provisions shall
                not in any way be affected or impaired.

         16.7   PRIORITIES CLAUSE. In the event of any conflict,  discrepancy or
                ambiguity  between the terms and  conditions  contained  in this
                Agreement and any Schedules or attachments hereto, the terms and
                conditions contained in this Agreement shall take precedence.

         16.8   WAIVER.  No waiver by either  party or any  breach or default of
                any  of  the  covenants  or  conditions   herein  contained  and
                performed  by the other party shall be  construed as a waiver of
                any  succeeding  breach of the same or of any other  covenant or
                condition.

         16.9   MERGER OF  AGREEMENT.  This  Agreement  constitutes  the  entire
                agreement  between the parties  hereto and  supersedes any prior
                agreement with respect to the subject matter hereof whether oral
                or written.

         16.10  COUNTERPARTS.  This  Agreement  may be  executed  by the parties
                hereto  on  any  number  of   counterparts,   and  all  of  said
                counterparts  taken  together  shall be deemed to constitute one
                and the same instrument.

         16.11  REPRODUCTION  OF DOCUMENTS.  This  Agreement and all  schedules,
                exhibits, attachments and amendments hereto may be reproduced by
                any photographic,  photostatic, microfilm, micro-card, miniature
                photographic or other similar  process.  The parties hereto each
                agree that any such reproduction shall be admissible in evidence
                as  the  original  itself  in  any  judicial  or  administrative
                proceeding,  whether or not the  original  is in  existence  and
                whether  or not  such  reproduction  was  made by a party in the
                regular course of business, and that any enlargement,  facsimile
                or  further   reproduction   shall  likewise  be  admissible  in
                evidence.

         16.12  NOTICES.  All  notices and other  communications  as required or
                permitted  hereunder shall be in writing and sent by first class
                mail,  postage  prepaid,  addressed  as follows or to such other
                address or  addresses of which the  respective  party shall have
                notified the other.

                      (a)    If to State Street Bank and Trust Company, to:

                             State Street Bank and Trust Company
                             c/o Boston Financial Data Services, Inc.
                             1250 Hancock Street, Suite 300N
                             Quincy, Massachusetts  02171
                             Attention: Legal Department

                             Facsimile: (617) 483-5850


                                       14
<PAGE>


                      (b) If to the Fund, to:

                             Legg Mason Investment Trust, Inc.
                             Attention:  Marie K. Karpinski
                             100 Light Street
                             Baltimore, Maryland  21202


         17.    Additional Funds
                ----------------

                In the event  that the Fund  establishes  one or more  series of
                Shares in  addition to the series  named in attached  Schedule A
                with  respect  to which it desires  to have the  Transfer  Agent
                render  services as transfer  agent under the terms  hereof,  it
                shall  so  notify  the  Transfer  Agent in  writing,  and if the
                Transfer Agent agrees in writing to provide such services,  such
                series of Shares shall become a Portfolio hereunder.



                                       15
<PAGE>






IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
in  their  names  and on their  behalf  by and  through  their  duly  authorized
officers, as of the day and year first above written.



                                  LEGG MASON INVESTMENT TRUST, INC.


                                  BY:/s/ Marie K. Karpinski
                                     ----------------------------------
                                         Marie K. Karpinski
                                         Vice President and Treasurer


ATTEST:


/s/ Marc R. Duffy
---------------------------



                                  STATE STREET BANK AND TRUST
                                  COMPANY



                                  BY: /s/ Ronald E. Logue
                                      --------------------------------
                                      Vice Chairman

ATTEST:


/s/ [ILLEGIBLE]
---------------------------








<PAGE>




                                   SCHEDULE A
                                 17F-5 APPROVAL


      The Board of Directors of Legg Mason Investment  Trust,  Inc. has approved
certain foreign banking institutions and foreign securities  depositories within
State Street's  Global Custody Network for use as  subcustodians  for the Fund's
securities,  cash and cash equivalents held outside of the United States.  Board
approval is as indicated by the Fund's Authorized Officer:

<TABLE>
<CAPTION>

FUND
OFFICER
INITIALS   COUNTRY              SUBCUSTODIANS                           CENTRAL DEPOSITORY
--------   -------              -------------                           ------------------
<S>        <C>                  <C>                                     <C>
PM         STATE STREET'S ENTIRE GLOBAL CUSTODY NETWORK LISTED BELOW

PM         Argentina            Citibank, N.A.                          Caja de Valores S.A.

PM         Australia            Westpac Banking Corporation             Austraclear Limited

                                                                        Reserve Bank Information and
                                                                        Transfer System

PM         Austria              Erste Bank der Oesterreichischen        Oesterreichische Kontrollbank
                                Sparkassen AG                           AG (Wertpapiersammelbank
                                                                        Division)

___        Bahrain              HSBC Bank Middle East                   None
                                (as delegate of The Hongkong and
                                Shanghai Banking Corporation
                                Limited)

___        Bangladesh           Standard Chartered Bank                 None

PM         Belgium              Fortis Bank NV/as.                      Caisse Interprofessionnelle
                                                                        de Depots et de Virements de
                                                                        Titres S.A.

                                                                        Banque Nationale de Belgique

___        Bermuda              The Bank of Bermuda Limited             None

___        Bolivia              Citibank, N.A.                          None

___        Botswana             Barclays Bank of Botswana Limited       None


<PAGE>


FUND
OFFICER
INITIALS   COUNTRY              SUBCUSTODIANS                           CENTRAL DEPOSITORY
--------   -------              -------------                           ------------------
<S>        <C>                  <C>                                     <C>
PM         Brazil               Citibank, N.A.                          Companhia Brasileira de
                                                                        Liquidacao e Custodia

___        Bulgaria             ING Bank N.V.                           Central Depository AD

                                                                        Bulgarian National Bank

PM         Canada               State Street Trust Company Canada       Canadian Depository
                                                                        for Securities Limited

PM         Chile                Citibank, N.A.                          Deposito Central de Valores
                                                                        S.A.

PM         People's             The Hongkong and Shanghai               Shanghai Securities Central
           Republic of China    Banking Corporation Limited,            Clearing & Registration
                                Shanghai and Shenzhen branches          Corporation

                                                                        Shenzhen Securities Clearing
                                                                        Co., Ltd.

___        Colombia             Cititrust Colombia S.A.                 Deposito Centralizado de
                                Sociedad Fiduciaria                     Valores

___        Costa Rica           Banco BCT S.A.                          Central de Valores S.A.

___        Croatia              Privredna Banka Zagreb d.d.             Ministry of Finance

                                                                        National Bank of Croatia

                                                                        Sredisnja Depozitarna Agencija

___        Cyprus               The Cyprus Popular Bank Ltd.            None

PM         Czech Republic       eskoslovenska Obchodi Banka, A.S.       Sir disko cennych papirti

PM         Denmark              Den Danske Bank                         Vaerdipapircentralen (Danish
                                                                        Securities Center)

___        Ecuador              Citibank, N.A.                          None

___        Egypt                Egyptian British Bank (as               Misr Company for Clearing,
                                delegate of The Hongkong and            Settlement and Depository
                                Shanghai Banking Corporation
                                Limited)

___        Estonia              Hansabank                               Eesti Vaartpaberite
                                                                        Keskdepositoorium

PM         Finland              Merita Bank Plc.                        Finnish Central Securities
                                                                        Depository


                                                    2
<PAGE>


FUND
OFFICER
INITIALS   COUNTRY              SUBCUSTODIANS                           CENTRAL DEPOSITORY
--------   -------              -------------                           ------------------
<S>        <C>                  <C>                                     <C>
PM         France               Paribas, S.A.                           Societe Interprofessionnelle
                                                                        pour la Compensation des
                                                                        Valeurs Mobilieres

PM         Germany              Dresdner Bank AG                        Deutsche Borse Clearing AG

___        Ghana                Barclays Bank of Ghana Limited          None

___        Greece               National Bank of Greece S.A.            Central Securities Depository
                                                                        (Apotheririon Titlon AE)

                                                                        Bank of Greece,
                                                                        System for Monitoring
                                                                        Transactions in Securities in
                                                                        Book-Entry Form

PM         Hong Kong            Standard Chartered Bank                 Central Clearing and
                                                                        Settlement System

___        Hungary              Citibank Rt.                            Kozponti Elszamolonaz es
                                                                        Ertektar (Budapest) Rt.
                                                                        (KELER)

___        Iceland              Icebank Ltd.                            None

___        India                Deutsche Bank AG                        The National Securities
                                                                        Depository Limited

                                                                        Central Depository Services
                                                                        India Limited

                                                                        Reserve Bank of India

__                              The Hongkong and Shanghai               The National Securities
                                Banking Corporation Limited             Depository Limited

                                                                        Central Depository Services
                                                                        India Limited

                                                                        Reserve Bank of India

PM         Indonesia            Standard Chartered Bank                 Bank Indonesia

PM         Ireland              Bank of Ireland                         Central Bank of Ireland
                                                                        Securities Settlement Office


                                                    3
<PAGE>


FUND
OFFICER
INITIALS   COUNTRY              SUBCUSTODIANS                           CENTRAL DEPOSITORY
--------   -------              -------------                           ------------------
<S>        <C>                  <C>                                     <C>
___        Israel               Bank Hapoalim B.M.                      Tel Aviv Stock Exchange
                                                                        Clearing House Ltd. (TASE
                                                                        Clearinghouse)

                                                                        Bank of Israel
                                                                        (As part of the TASE
                                                                        Clearinghouse system)

PM         Italy                Paribas, S.A.                           Monte Titoli S.p.A.

                                                                        Banca d'Italia

___        Ivory Coast          Societe Generale de Banques en          Depositarie Central -
                                Cote d'Ivoire                           Banque de Reglement

___        Jamaica              Scotiabank Jamaica Trust                Jamaica Central Securities
                                and Merchant Bank Limited               Depository

PM         Japan                The Fuji Bank, Limited                  Japan Securities Depository
                                                                        Center (JASDEC)

                                                                        Bank of Japan Net System

PM                              The Sumitomo Bank, Limited              Japan Securities Depository
                                                                        Center (JASDEC)

                                                                        Bank of Japan Net System

___        Jordan               HSBC Bank Middle East                   None
                                (as delegate of The Hongkong and
                                Shanghai Banking Corporation
                                Limited)

___        Kenya                Barclays Bank of Kenya Limited          Central Bank of Kenya

___        Republic of Korea    The Hongkong and Shanghai               Korea Securities Depository
                                Banking Corporation Limited             Corporation

___        Latvia               A/s Hansabank                           Latvian Central Depository

___        Lebanon              HSBC Bank Middle East                   Custodian and Clearing Center
                                (as delegate of The Hongkong and        of Financial Instruments for
                                Shanghai Banking Corporation            Lebanon and the Middle East
                                Limited)                                (MIDCLEAR) S.A.I.

                                                                        The Central Bank of Lebanon

___        Lithuania            Vilniaus Bankas AB                      Central Securities Depository
                                                                        of Lithuania



                                                    4
<PAGE>


FUND
OFFICER
INITIALS   COUNTRY              SUBCUSTODIANS                           CENTRAL DEPOSITORY
--------   -------              -------------                           ------------------
<S>        <C>                  <C>                                     <C>
PM         Malaysia             Standard Chartered Bank                 Malaysian Central Depository
                                Malaysia Berhad                         Sdn. Bhd.

                                                                        Bank Negara Malaysia,
                                                                        Scripless Securities Trading
                                                                        and Safekeeping Systems

___        Mauritius            The Hongkong and Shanghai               Central Depository and
                                Banking Corporation Limited             Settlement Co. Ltd.

PM         Mexico               Citibank Mexico, S.A.                   S.D. INDEVAL
                                                                        de Valores)

___        Morocco              Banque Commerciale du Maroc             Maroclear

PM         The Netherlands      MeesPierson N.V.                        Nederlands Centraal Instituut
                                                                        voor Giraal Effectenverkeer
                                                                        B.V. (NECIGEF)

PM         New Zealand          ANZ Banking Group                       New Zealand Central
                                (New Zealand) Limited                   Securities Depository Limited

PM         Norway               Christiania Bank og Kreditkasse         Verdipapirsentralen (the
                                ASA                                     Norwegian Central Registry of
                                                                        Securities)

___        Oman                 HSBC Bank Middle East                   Muscat Securities Market
                                (as delegate of The Hongkong and        Depository & Securities
                                Shanghai Banking Corporation            Registration Company
                                Limited)

___        Pakistan             Deutsche Bank AG                        Central Depository Company of
                                                                        Pakistan Limited

                                                                        State Bank of Pakistan

___        Palestine            HSBC Bank Middle East                   The Palestine Stock Exchange
                                (as delegate of the Hongkong and
                                Shanghai Banking Corporation
                                Limited)

PM         Peru                 Citibank, N.A.                          Caja de Valores y
                                                                        Liquidaciones, CAVALI ICLV
                                                                        S.A.

PM         Philippines          Standard Chartered Bank                 Philippines Central
                                                                        Depository, Inc.

                                                                        Registry of Scripless
                                                                        Securities (ROSS) of the
                                                                        Bureau of Treasury


                                                    5
<PAGE>


FUND
OFFICER
INITIALS   COUNTRY              SUBCUSTODIANS                           CENTRAL DEPOSITORY
--------   -------              -------------                           ------------------
<S>        <C>                  <C>                                     <C>
___        Poland               Citibank (Poland) S.A.                  National Depository of
                                                                        Securities (Krajowy Depozyt
                                                                        Papierow Wartosciowych SA)

                                                                        Central Treasury Bills
                                                                        Registrar

___        Portugal             Banco Comercial Portugues               Central de Valores Mobiliarlos

___        Qatar                HSBC Bank Middle East                   Doha Securities Market

___        Romania              ING Bank N.V.                           National Securities Clearing,
                                                                        Settlement and Depository
                                                                        Company

                                                                        Bucharest Stock Exchange
                                                                        Registry Division

                                                                        National Bank of Romania

___        Russia               Credit Suisse First Boston AG, Moscow   None
                                (as delegate of Credit Suisse
                                First Boston, Zurich

PM         Singapore            The Development Bank of                 Central Depository (Pte)
                                Singapore Limited                       Limited

PM         Slovak Republic      eskoslovenska Obchodi Banka, A.S.       Stredisko cennych papierov SR
                                                                        Bratislava, a.s.

                                                                        National Bank of Slovakia

___        Slovenia             Bank Austria Creditanstalt d.d.         Klirinsko Depotna Druzba d.d.
                                Ljublijana

PM         South Africa         Standard Bank of South Africa           The Central Depository Limited
                                Limited
                                                                        Strate Ltd.

PM         Spain                Banco Santander Central Hispano, S.A.   Servicio de Compensacion y
                                                                        Liquidacion de Valores, S.A.

                                                                        Banco de Espana,
                                                                        Central de Anotaciones en
                                                                        Cuenta

___        Sri Lanka            The Hongkong and Shanghai               Central Depository System
                                Banking Corporation Limited             (Pvt) Limited

___        Swaziland            Standard Bank Swaziland Limited         None


                                                    6
<PAGE>


FUND
OFFICER
INITIALS   COUNTRY              SUBCUSTODIANS                           CENTRAL DEPOSITORY
--------   -------              -------------                           ------------------
<S>        <C>                  <C>                                     <C>
PM         Sweden               Skandinaviska Enskilda Banken           Vardepapperscentralen, VPC AB
                                                                        (the Swedish Central
                                                                        Securities Depository)

PM         Switzerland          UBS AG                                  SIS - Sengalntersettle

___        Taiwan - R.O.C.      Central Trust of China                  Taiwan Securities Central
                                or                                      Depository Co., Ltd.

___                             _________________________________
                                (Client Designated Subcustodian)

PM         Thailand             Standard Chartered Bank                 Thailand Securities
                                                                        Depository Company Limited

___        Tunisia              Banque Internationale Arabe de          Societe Tunisienne
                                Tunisie                                 Interprofessionelle pour la
                                                                        Compensation et de Depots de
                                                                        Valeurs Mobilieres

___        Turkey               Citibank, N.A.                          Takas ve Saklama Bankasi A.
                                                                        (TAKASBANK)

                                                                        Central Bank of Turkey

___        Ukraine              ING Bank Ukraine                        National Bank of Ukraine

PM         United Kingdom       State Street Bank and Trust             The Bank of England,
                                Company, London branch                  Central Gilts Office and
                                                                        Central Moneymarkets Office

___        Uruguay              BankBoston N.A.                         None

PM         Venezuela            Citibank, N.A.                          Central Bank of Venezuela

___        Vietnam              The Hongkong and Shanghai               None
                                Banking Corporation Limited

___        Zambia               Barclays Bank of Zambia Limited         LuSE Central Shares
                                                                        Depository Limited

                                                                        Bank of Zambia

___        Zimbabwe             Barclays Bank of Zimbabwe Limited       None


                                                    7
<PAGE>


FUND
OFFICER
INITIALS   COUNTRY              SUBCUSTODIANS                           CENTRAL DEPOSITORY
--------   -------              -------------                           ------------------
<S>        <C>                  <C>                                     <C>
___        Euroclear (The Euroclear System)/State Street London         Limited

___        Cedelbank S.A./State Street London Limited

</TABLE>



CERTIFIED BY:


/s/ Patricia A. Maxey                           1-6-00
--------------------------                      --------------------------
FUND'S AUTHORIZED OFFICER                       DATE
Secretary


                                        8

<PAGE>

                                   SCHEDULE A



Legg Mason Opportunity Trust






























LEGG MASON INVESTMENT TRUST,                STATE STREET BANK AND TRUST
INC.                                        COMPANY



BY:/s/ Marie K. Karpinski                   BY: /s/ Ronald E. Logue
   --------------------------------            --------------------------------
       Marie K. Karpinski


<PAGE>



                                  SCHEDULE 2.1

                     THIRD PARTY ADMINISTRATOR(S) PROCEDURES

                            Dated: November 10, 1998


    1.  On each  Business  Day,  the TPA(s) shall  receive,  on behalf of and as
        agent of the Fund(s),  Instructions  (as  hereinafter  defined) from the
        Plan. Instructions shall mean as to each Fund (i) orders by the Plan for
        the  purchases  of  Shares,  and  (ii)  requests  by the  Plan  for  the
        redemption  of  Shares;  in each case  based on the  Plan's  receipt  of
        purchase  orders and redemption  requests by Participants in proper form
        by the time  required  by the term of the Plan,  but not later  than the
        time of day at which the net  asset  value of a Fund is  calculated,  as
        described from time to time in that Fund's prospectus. Each Business Day
        on which the TPA receives Instructions shall be a "Trade Date".

    2.  The  TPA(s)  shall   communicate   the  TPA(s)'s   acceptance   of  such
        Instructions, to the applicable Plan.

    3.  On the next succeeding Business Day following the Trade Date on which it
        accepted Instructions for the purchase and redemption of Shares, (TD+1),
        the TPA(s)  shall  notify the  Transfer  Agent of the net amount of such
        purchases or redemptions,  as the case may be, for each of the Plans. In
        the case of net  purchases by any Plan,  the TPA(s)  shall  instruct the
        Trustees  of such Plan to  transmit  the  aggregate  purchase  price for
        Shares by wire transfer to the Transfer Agent on (TD+1).  In the case of
        net  redemptions  by any Plan,  the  TPA(s)  shall  instruct  the Fund's
        custodian to transmit the  aggregate  redemption  proceeds for Shares by
        wire transfer to the Trustees of such Plan on (TD+1). The times at which
        such  notification  and  transmission  shall occur on (TD+1) shall be as
        mutually agreed upon by each Fund, the TPA(s), and the Transfer Agent.

    4.  The TPA(s) shall maintain  separate  records for each Plan, which record
        shall reflect  Shares  purchased  and  redeemed,  including the date and
        price  for all  transactions,  and  Share  balances.  The  TPA(s)  shall
        maintain on behalf of each of the Plans a single master account with the
        Transfer  Agent and such account shall be in the name of that Plan,  the
        TPA(s),  or the nominee of either  thereof as the record owner of Shares
        owned by such Plan.

    5.  The TPA(s)  shall  maintain  records of all proceeds of  redemptions  of
        Shares and all other distributions not reinvested in Shares.



<PAGE>


    6.  The TPA(s) shall  prepare,  and transmit to each of the Plans,  periodic
        account statements showing the total number of Shares owned by that Plan
        as of the statement closing date, purchases and redemptions of Shares by
        the Plan during the period covered by the  statement,  and the dividends
        and other  distributions paid to the Plan on Shares during the statement
        period (whether paid in cash or reinvested in Shares).

    7.  The TPA(s) shall,  at the request and expense of each Fund,  transmit to
        the Plans prospectuses,  proxy materials, reports, and other information
        provided by each Fund for delivery to its shareholders.

    8.  The TPA(s) shall,  at the request of each Fund,  prepare and transmit to
        each Fund or any agent  designated by it such periodic  reports covering
        Shares of each Plan as each Fund shall reasonably conclude are necessary
        to enable the Fund to comply with state Blue Sky requirements.

    9.  The TPA(s) shall transmit to the Plans  confirmation  of purchase orders
        and redemption requests placed by the Plans; and

   10.  The TPA(s)  shall,  with  respect to Shares,  maintain  account  balance
        information  for the Plan(s) and daily and  monthly  purchase  summaries
        expressed in Shares and dollar amounts.

   11.  Plan sponsors may request,  or the law may require,  that  prospectuses,
        proxy materials,  periodic reports and other materials  relating to each
        Fund be furnished to  Participants  in which event the Transfer Agent or
        each  Fund  shall  mail  or  cause  to  be  mailed  such   materials  to
        Participants. With respect to any such mailing, the TPA(s) shall, at the
        request  of the  Transfer  Agent or each Fund,  provide at the  TPA(s)'s
        expense  complete and  accurate set of mailing  labels with the name and
        address of each  Participant  having an  interest  through  the Plans in
        Shares.






LEGG MASON INVESTMENT TRUST,                    STATE STREET BANK AND TRUST
INC.                                            COMPANY



BY:/s/ Marie K. Karpinski                        BY: /s/ Ronald E. Logue
   ----------------------------------               ----------------------------
       Marie K. Karpinski




<PAGE>


                                  SCHEDULE 3.1
                                      FEES
                             Dated: January 1, 2000

GENERAL - Fees are based on an annual per shareholder account charge for account
maintenance plus out-of-pocket expenses. There is a minimum charge of $1,000 per
month per fund. Annual maintenance charges are given below.

ANNUAL  MAINTENANCE  CHARGES  -  The  annual  maintenance  charge  includes  the
processing  of all  transactions  and  correspondence.  The fee is billable on a
monthly  basis at the rate of 1/12 of the  annual  fee.  A charge is made for an
account in the month that an account opens or closes.

BASIC ANNUAL PER ACCOUNT FEE

        Equity Funds                                           $6.00
        Income Funds                                           $8.00
        Money Market Funds                                    $14.15
        Closed Account Fee (per account, per month)            $0.10
        Backup Fee (per account serviced, per year)            $0.25

OUT-OF-POCKET  EXPENSES - Out-of-pocket expenses include but are not limited to:
postage,  forms,  telephone,  microfilm,  microfiche,  photocopying and expenses
incurred at the specific direction of the fund. Postage for mass mailings is due
seven days in advance of the mailing date.

Fund Minimum - The  Navigator  Series of Funds are assessed a fund minimum based
on the following schedule:

        0 - 4 months                             Waived
        5 - 8 months                             $500 per cusip, per month
        9 - 12 months                            $750 per cusip, per month
        After the first year                     $1,000 per cusip, per month

PAYMENT - The above fees will be charged against the Fund's  custodian  checking
account five (5) days after the invoice is mailed to the fund's offices.

ALL FEES  WILL BE  SUBJECT  TO AN  ANNUAL  COST OF  LIVING  ADJUSTMENT  BASED ON
REGIONAL CONSUMER PRICE INDEX.

LEGG MASON INVESTMENT TRUST,                    STATE STREET BANK AND TRUST
INC.                                            COMPANY


BY:/s/ Marie K. Karpinski                        BY: /s/ Ronald E. Logue
   ----------------------------------               ----------------------------
       Marie K. Karpinski