UNDERWRITING AGREEMENT

                        LEGG MASON INVESTORS TRUST, INC.

                       LEGG MASON FINANCIAL SERVICES FUND





            This UNDERWRITING  AGREEMENT,  made this 5th day of October, 1999 by

and  between  Legg  Mason  Investors   Trust,   Inc.,  a  Maryland   corporation

("Corporation"),  on behalf of Legg Mason Financial Services Fund ("Fund"),  and

Legg Mason Wood Walker, Incorporated, a Maryland corporation ("Distributor").



            WHEREAS,  the  Corporation  is registered  with the  Securities  and

Exchange  Commission  as an open-end  investment  company  under the  Investment

Company Act of 1940, as amended (the "1940 Act"),  and has registered  shares of

common stock of the Fund for sale to the public under the Securities Act of 1933

(the "1933 Act") and filed  appropriate  notices under various state  securities

laws; and



            WHEREAS,  the  Corporation  wishes to retain the  Distributor as the

principal  underwriter in connection with the offering and sale of the shares of

common stock of the Fund ("Shares") and to furnish certain other services to the

Corporation as specified in this Agreement; and



            WHEREAS,  this  Agreement has been approved by separate votes of the

Corporation's  Board of  Directors  and of certain  disinterested  directors  in

conformity  with Section 15 of, and  paragraph  (b)(2) of Rule 12b-1 under,  the

1940 Act; and



            WHEREAS, the Distributor is willing to act as principal  underwriter

and to furnish such services on the terms and conditions hereinafter set forth;



            NOW,  THEREFORE,   in  consideration  of  the  promises  and  mutual

covenants herein contained, it is agreed as follows:



            1. (a) The Corporation  hereby appoints the Distributor as principal

underwriter in connection  with the offering and sale of Shares of the Fund, and

the Distributor accepts the appointment. The Distributor, as exclusive agent for

the Corporation,  upon the commencement of operations of the Fund and subject to

applicable  federal and state law and the Articles of Incorporation  and By-Laws

of the  Corporation,  shall:  (i) promote the Fund;  (ii) solicit orders for the

purchase of the Shares subject to such terms and  conditions as the  Corporation

may specify; and (iii) accept orders for the purchase of the Shares on behalf of

the Corporation  (collectively,  "Distribution Services"). The Distributor shall

comply  with all  applicable  federal and state laws and offer the Shares of the

Fund on an agency or "best  efforts"  basis  under which the  Corporation  shall

issue only such Shares as are  actually  sold.  The  Distributor  shall have the

right  to use any list of  shareholders  of the  Corporation  or the Fund or any

other list of investors  which it obtains in  connection  with its  provision of

services under this Agreement; provided, however, that the Distributor shall not

sell or knowingly provide such list or lists to any unaffiliated  person without

the consent of the Corporation's Board of Directors.



{PAGE}



            (b)  The  Distributor  shall  provide  ongoing  shareholder  liaison

services, including responding to shareholder inquiries,  providing shareholders

with information on their  investments,  and any other services now or hereafter

deemed to be  appropriate  subjects  for the  payments of  "service  fees" under

Conduct  Rule 2830 of the  National  Association  of  Securities  Dealers,  Inc.

("NASD") (collectively, "Shareholder Services").



            2. The Distributor may enter into dealer  agreements with registered

and  qualified   securities  dealers  it  may  select  for  the  performance  of

Distribution  and  Shareholder  Services  and may  enter  into  agreements  with

qualified  dealers and other  qualified  entities to perform  recordkeeping  and

sub-accounting  services,  as well as  Shareholder  Services,  the  form of such

agreements to be as mutually agreed upon and approved by the Corporation and the

Distributor.  In making such  arrangements,  the  Distributor  shall act only as

principal and not as agent for the  Corporation.  No such dealer or other entity

is  authorized  to act as  agent  for the  Corporation  in  connection  with the

offering  or sale of Shares to the public or  otherwise,  except for the limited

purpose of  determining  the time as of which Shares are to be priced,  and then

only if the agreement expressly provides in writing that it shall so act.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC