MANAGEMENT AGREEMENT


      This MANAGEMENT AGREEMENT ("Agreement") is made this 23rd day of December,
1999, by and between Legg Mason Investment Trust,  Inc., a Maryland  corporation
("Corporation"), on behalf of Legg Mason Opportunity Trust ("Fund") and LMM LLC,
a Delaware limited liability company ("Manager").

      WHEREAS,   the  Corporation  is  registered  as  an  open-end   management
investment  company under the Investment  Company Act of 1940, as amended ("1940
Act"), of which the Fund is currently the only series; and

      WHEREAS,   the  Corporation  wishes  to  retain  the  Manager  to  provide
investment advisory, management, and administrative services to the Fund; and

      WHEREAS,  the Manager is willing to furnish such services on the terms and
conditions hereinafter set forth;

      NOW  THEREFORE,  in  consideration  of the promises  and mutual  covenants
herein contained, it is agreed as follows:

      1. The Corporation  hereby appoints the Manager as manager of the Fund for
the period and on the terms set forth in this  Agreement.  The  Manager  accepts
such  appointment  and agrees to render the services  herein set forth,  for the
compensation herein provided.

      2. The Fund shall at all times keep the Manager fully informed with regard
to the securities owned by it, its funds available, or to become available,  for
investment,  and generally as to the condition of its affairs.  It shall furnish
the Manager with such other documents and information with regard to its affairs
as the Manager may from time to time reasonably request.

      3. (a) Subject to the supervision of the Corporation's Board of Directors,
the Manager shall regularly provide the Fund with investment  research,  advice,
management and supervision and shall furnish a continuous investment program for
the Fund's portfolio of securities  consistent with the Fund's  investment goals
and policies. The Manager shall determine from time to time what securities will
be purchased, retained or sold by the Fund, and shall implement those decisions,
all subject to the provisions of the Corporation's Articles of Incorporation and
Bylaws, the 1940 Act, the applicable rules and regulations of the Securities and
Exchange Commission,  and other applicable federal and state law, as well as the
investment  goals,  policies and limitations of the Fund. The Manager will place
orders  pursuant to its investment  determinations  for the Fund either directly
with the issuer or with any broker or dealer. In placing orders with brokers and
dealers  the  Manager  will  attempt  to obtain  the best net price and the most
favorable execution of its orders;  however, the Manager may, in its discretion,
purchase  and sell  portfolio  securities  from and to brokers  and  dealers who
provide the Fund with research,  analysis,  advice and similar services, and the


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Manager may pay to these brokers, in return for research and analysis,  a higher
commission  or spread than may be charged by other  brokers.  The Manager  shall
also provide  advice and  recommendations  with respect to other  aspects of the
business  and affairs of the Fund,  and shall  perform  such other  functions of
management  and  supervision as may be directed by the Board of Directors of the
Corporation.

      (b) The Fund hereby  authorizes any entity or person  associated  with the
Manager which is a member of a national securities exchange to effect or execute
any  transaction  on the  exchange for the account of the  Corporation  which is
permitted  by  Section  11(a) of the  Securities  Exchange  Act of 1934 and Rule
11a2-2(T)  thereunder,  and  the  Fund  hereby  consents  to  the  retention  of
compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv).

      4. (a) The  Manager,  at its expense,  shall  furnish the Fund with office
facilities,  including space,  furniture and equipment,  all personnel,  and all
services reasonably necessary for the operation of the Fund.

      (b) The  Manager,  at its  expense,  shall  supervise  all  aspects of the
operations of the Corporation and the Fund including  provision and coordination
of  transfer  agency,   custodial   services,   accounting  services  (including
overseeing  the  calculation  of the net  asset  value  of the  Fund's  shares),
corporate secretarial services, legal services, and auditing services subject to
the Board's oversight.

      (c) The Manager, at its expense, shall assure the maintenance of all books
and records with respect to the Fund's  securities  transactions and the keeping
of the Fund's books of account in  accordance  with all  applicable  federal and
state laws and  regulations.  In compliance with the  requirements of Rule 31a-3
under the 1940  Act,  the  Manager  hereby  agrees:  that any  records  which it
maintains  for or on behalf of the Fund are the property of the Fund;  that such
records will be available  upon the request of the  Corporation  and/or the Fund
for  inspection,  copying  and use by the  Corporation  and/or the Fund;  and to
surrender promptly to the Fund any of such records upon the Fund's request.  The
Manager further agrees to arrange for the  preservation of the records  required
to be maintained by Rule 31a-1 under the 1940 Act for the periods  prescribed by
Rule 31a-2 under the 1940 Act. Upon  termination of this Agreement,  the Manager
will promptly  surrender all such records to the Fund or such person as the Fund
and/or Corporation may designate.

      (d) The Manager,  at its expense,  shall supply the Board of Directors and
officers of the Corporation  with all  statistical  information and analyses and
reports reasonably required by them and reasonably available to the Manager.

      (e) The Manager will supervise the preparation,  filing, and dissemination
of required tax returns,  applications,  disclosures,  and reports with relevant
regulatory  authorities  including the  Securities  and Exchange  Commission and
state blue sky authorities.


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      (f) The Manager shall authorize and permit any of its directors,  officers
and employees, who may be elected as directors or officers of the Fund, to serve
in the capacities in which they are elected.

      5. (a) Other than as herein specifically indicated,  the Manager shall not
be responsible for the Fund's  expenses.  Specifically,  the Manager will not be
responsible, except to the extent of the reasonable compensation of employees of
the Fund whose  services  may be used by the Manager  hereunder,  for any of the
following  expenses of the Fund:  advisory fees;  distribution  fees;  interest,
taxes,  governmental  fees,  fees,  voluntary  assessments  and  other  expenses
incurred in connection with membership in investment company organizations;  the
cost  (including  brokerage  commissions  or  charges,  if  any)  of  securities
purchased or sold by the Fund and any losses in  connection  therewith;  fees of
custodians, transfer agents, registrars or other agents; legal expenses; expense
of  preparing  share  certificates;  expenses  relating  to  the  redemption  or
repurchase of the Fund's  shares;  expenses of  registering  and  qualifying the
Fund's  shares for sale under  applicable  federal  and state law;  expenses  of
preparing,  setting in print, printing and distributing  prospectuses,  reports,
notices and dividends to the Fund's shareholders;  costs of stationery; costs of
stockholders and other meetings of the Fund; directors' fees; audit fees; travel
expenses of officers,  directors and employees of the  Corporation,  if any; and
the  Corporation's  pro rata portion of premiums on any fidelity  bond and other
insurance covering the Corporation and its officers, directors and employees.

      (b) For the period ending  December 31, 2000, the Manager shall pay any of
the Fund's expenses,  including  organizational expenses but excluding interest,
taxes,  brokerage  commissions  and  extraordinary  expenses  of the Fund  which
exceed,  in the  aggregate,  an annual rate of 1.99% of the Fund's average daily
net  assets  attributable  to the  Primary  Class of shares  ("Expense  Limit");
provided,  however,  that in order to determine the Manager's  liability for the
Fund's  expenses over the Expense  Limit,  the amount of allowable  year-to-date
expenses  shall be computed  daily by pro-rating  the Expense Limit based on the
number  of  days  elapsed  within  the  fiscal  year  of  the  Fund  ("Pro-Rated
Limitation").  The Pro-Rated Limitation shall be compared to the expenses of the
Fund recorded  through the prior day in order to produce the allowable  expenses
to be  recorded  for the  current  day  ("Allowable  Expenses").  If the  Fund's
management  fee and other  expenses  for the  current  day exceed the  Allowable
Expenses, the management fee for the current day shall be reduced by such excess
("Unaccrued  Fees").  In the event the  excess  exceeds  the  amount  due as the
management  fee, the Manager shall be responsible to the Fund for the additional
excess  ("Other  Expenses  Exceeding  Limit").  If at any  time up  through  and
including  December 31, 2000,  the Fund's  management fee and other expenses for
the current day are less than the Allowable Expenses,  the differential shall be
due to the  Manager  as  payment  of  cumulative  Unaccrued  Fees (if any) or as
payment for cumulative  Other Expenses  Exceeding  Limit (if any). If cumulative
Unaccrued Fees or cumulative  Other Expenses  Exceeding Limit remain at December
31,  2000,  these  amounts  shall be paid to the Manager in the future  provided
that: (1) such payment shall be made to the Manager no later than the end of the
third fiscal year after the year in which the Unaccrued  Fees or Other  Expenses
Exceeding  Limit was  incurred;  and (2) such payment  shall only be made to the
extent that it does not result in the Fund's  aggregate  expenses  exceeding  an
expense  limit of 1.99% of its  average  daily net  assets  attributable  to the
Primary Class of shares.


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      6. The Manager may enter into a contract ("Sub-Management Agreement") with
a sub-manager in which the Manager  delegates to such  sub-manager any or all of
its  duties  specified  in  Paragraphs  3 and 4  hereunder,  provided  that such
Sub-Management Agreement imposes on the sub-manager at least the same conditions
and  standard of care to which the Manager  would be subject in  performing  the
same duties hereunder,  and further provided that such Sub-Management  Agreement
meets all requirements of the 1940 Act and rules thereunder.

      7. No  director,  officer or  employee  of the  Corporation  or Fund shall
receive from the Corporation any salary or other  compensation as such director,
officer  or  employee  while  he is at the same  time a  director,  officer,  or
employee of the Manager or any affiliated company of the Manager. This paragraph
shall not apply to directors, executive committee members, consultants and other
persons who are not regular members of the Manager's or any affiliated company's
staff.

      8. As compensation for the services performed and the facilities furnished
and expenses  assumed by the Manager,  including the services of any consultants
retained by the Manager, the Fund shall pay the Manager, as promptly as possible
after the last day of each  month,  a fee,  computed  daily at an annual rate of
1.00% of the average  daily net assets of the Fund up to $100  million and 0.75%
of the average daily net assets of the Fund in excess of $100 million. The first
payment of the fee shall be made as promptly as possible at the end of the month
succeeding the effective  date of this  Agreement,  and shall  constitute a full
payment of the fee due the Manager for all services  prior to that date. If this
Agreement is terminated as of any date not the last day of a calendar  month,  a
final fee shall be paid  promptly  after  the date of  termination  and shall be
based on the percentage of days of the month during which the contract was still
in effect.  The average daily net assets of the Fund shall in all cases be based
only on business  days and be  computed  as of the time of the regular  close of
business of the New York Stock Exchange, or such other time as may be determined
by the  Board of  Directors  of the  Corporation.  Each  such  payment  shall be
accompanied by a statement prepared either by the Fund or by a reputable firm of
independent  accountants  which  shall show the amount  properly  payable to the
Manager under this Agreement and the detailed computation thereof.

      9. The Manager assumes no  responsibility  under this Agreement other than
to render the services  called for  hereunder,  in good faith,  and shall not be
responsible  for any  action of the Board of  Directors  of the  Corporation  in
following or declining to follow any advice or  recommendations  of the Manager;
provided,  that nothing in this Agreement  shall protect the Manager against any
liability to the Fund or its  shareholders  to which the Manager would otherwise
be subject by reason of willful  misfeasance,  bad faith, or gross negligence in
the  performance  of its duties or by reason of its  reckless  disregard  of its
obligations and duties hereunder.

      10.  Nothing in this  Agreement  shall limit or restrict  the right of any
director,  officer, managing member or employee of the Manager who may also be a
director,  officer, or employee of the Corporation or the Fund, to engage in any
other  business or to devote his time and attention in part to the management or
other aspects of any other business, whether of a similar nature or a dissimilar


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nature, nor to limit or restrict the right of the Manager to engage in any other
business or to render services of any kind,  including  investment  advisory and
management services, to any other corporation, firm, individual or association.

      11.  As used in this  Agreement,  the term  "net  assets"  shall  have the
meaning  ascribed to it in the Articles of  Incorporation of the Corporation and
the terms  "assignment,"  "interested  person," and "majority of the outstanding
voting  securities" shall have the meanings given to them by Section 2(a) of the
1940 Act,  subject to such  exemptions as may be granted by the  Securities  and
Exchange Commission by any rule, regulation or order.

      12. This Agreement  will become  effective with respect to the Fund on the
above  written  date,   provided  that  it  shall  have  been  approved  by  the
Corporation's  Board  of  Directors  and by the  shareholders  of  the  Fund  in
accordance with the  requirements of the 1940 Act and, unless sooner  terminated
as provided herein, will continue in effect for two years from the above written
date.  Thereafter,  if not  terminated,  this Agreement shall continue in effect
with respect to the Fund for  successive  annual periods ending on the same date
of each year,  provided that such continuance is specifically  approved at least
annually  (i) by the  Corporation's  Board of  Directors  or (ii) by a vote of a
majority of the  outstanding  voting  securities  of the Fund,  provided that in
either event the continuance is also approved by a majority of the Corporation's
Directors who are not "interested  persons" of any party to this  Agreement,  by
vote  cast in  person  at a meeting  called  for the  purpose  of voting on such
approval.

      13. This Agreement is terminable  with respect to the Fund without penalty
by  the  Corporation's  Board  of  Directors,  by  vote  of a  majority  of  the
outstanding  voting securities of the Fund, or by the Manager,  on not less than
sixty  (60)  days'  notice to the other  party and will be  terminated  upon the
mutual written consent of the Manager and the Corporation.  This Agreement shall
terminate  automatically in the event of its assignment by the Manager and shall
not be assignable by the Corporation without the consent of the Manager.

      14.  The  Manager  agrees  that for  services  rendered  to the  Fund,  or
indemnity  due in  connection  with  service to the Fund,  it shall look only to
assets of the Fund for  satisfaction and that it shall have no claim against the
assets of any other portfolios of the Corporation.

      15. No provision of this Agreement may be changed,  waived,  discharged or
terminated  orally,  but only by an  instrument  in writing  signed by the party
against which  enforcement  of the change,  waiver,  discharge or termination is
sought,  and no material  amendment of the  Agreement  shall be effective  until
approved by vote of the holders of a majority of the Fund's  outstanding  voting
securities.

      16. This Agreement embodies the entire agreement and understanding between
the parties  hereto,  and  supersedes all prior  agreements  and  understandings
relating to the subject matter hereof. Should any part of this Agreement be held
or made invalid by a court decision,  statute, rule or otherwise,  the remainder
of this Agreement shall not be affected thereby. This Agreement shall be binding


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on and shall  inure to the benefit of the  parties  hereto and their  respective
successors.

      17. This Agreement  shall be construed in accordance  with the laws of the
State of Maryland,  without  giving effect to the  conflicts of laws  principles
thereof, and in accordance with the 1940 Act.

      IN WITNESS  WHEREOF,  the parties  hereto have caused this Agreement to be
executed by their officers thereunto duly authorized.


Attest:                              LEGG MASON INVESTMENT TRUST, INC.


By: /s/ Marc R. Duffy                By: /s/ Jennifer W. Murphy
    --------------------------           ------------------------------------
       Marc R. Duffy                       Jennifer W. Murphy
                                           President

Attest:                              LMM LLC


By: /s/ Marc R. Duffy                By: /s/ William H. Miller, III
    --------------------------           ------------------------------------
       Marc R. Duffy                       William H. Miller, III
                                           Managing Member







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