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,



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analysis, advice and similar services, and the Manager may pay to these brokers,

in return for research and analysis,  a higher  commission or spread than may be

charged  by  other   brokers.   The  Manager  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

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