CUSTODIAN CONTRACT



                                     Between



                       LEGG MASON LIGHT STREET TRUST, INC.



                                       and



                       STATE STREET BANK AND TRUST COMPANY









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                               CUSTODIAN CONTRACT

                               ------------------



         This  Contract   between  Legg  Mason  Light  Street  Trust,   Inc.,  a

corporation  organized  and  existing  under the laws of the State of  Maryland,

having its principal place of business at 100 Light Street, Baltimore,  Maryland

21202 hereinafter  called the "Fund", and State Street Bank and Trust Company, a

Massachusetts  trust  company,  having its  principal  place of  business at 225

Franklin  Street,   Boston,   Massachusetts,   02110,   hereinafter  called  the

"Custodian,"



                                   WITNESSETH:



         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,

the Legg Mason Market Neutral Trust (such series  together with all other series

subsequently  established  by the Fund  and made  subject  to this  Contract  in

accordance with paragraph 17, being herein referred to as the "Portfolio(s)");



         NOW THEREFORE,  in consideration of the mutual covenants and agreements

hereinafter contained, the parties hereto agree as follows:



1.       Employment of Custodian and Property to be Held by It

         -----------------------------------------------------



         The Fund hereby employs the Custodian as the custodian of the assets of

the Portfolios of the Fund,  including  securities  which the Fund, on behalf of

the applicable  Portfolio  desires to be held in places within the United States

("domestic  securities") and securities it desires to be held outside the United

States  ("foreign  securities")  pursuant to the  provisions  of the Articles of

Incorporation.  The Fund on behalf of the Portfolio(s)  agrees to deliver to the

Custodian all securities and cash of the Portfolios, and all payments of income,

payments of  principal or capital  distributions  received by it with respect to

all  securities  owned  by the  Portfolio(s)  from  time to  time,  and the cash

consideration received by it for such new or treasury shares of capital stock of

the Fund representing  interests in the Portfolios,  ("Shares") as may be issued

or sold from  time to time.  The  Custodian  shall  not be  responsible  for any

property of a Portfolio  held or received by the  Portfolio and not delivered to

the Custodian.



         Upon  receipt of "Proper  Instructions"  (within the meaning of Section

5), the Custodian  shall on behalf of the applicable  Portfolio(s)  from time to

time employ one or more sub-custodians, located in the United States but only in

accordance  with an  applicable  vote by the Board of  Directors  of the Fund on

behalf of the  applicable  Portfolio(s),  and provided that the Custodian  shall

have no more or less  responsibility  or liability to the Fund on account of any

actions  or  omissions  of  any   sub-custodian   so  employed   than  any  such

sub-custodian has to the Custodian;  provided,  however,  that (a) the Custodian

will be liable to the Fund for the  Custodian's  own negligence in  transmitting



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any  instructions  received  by it from  the Fund  and for the  Custodian's  own

negligence  in  connection  with the delivery of any  securities,  cash or other

assets held by it to any  sub-custodian and (b) in the event of any loss, damage

or expense  suffered or incurred by the Fund caused by or resulting from actions

or omissions for which the Custodian  would be liable  pursuant to this section,

the Custodian shall promptly  reimburse the Fund in the amount of any such loss,

damage or expense.  The  Custodian  may employ as  sub-custodian  for the Fund's

foreign securities on behalf of the applicable  Portfolio(s) the foreign banking

institutions and foreign securities depositories designated in Schedule A hereto

but only in accordance  with the  provisions of Section 3. The Fund may instruct

the Custodian,  through Proper Instructions,  to cease the employment of any one

or more  sub-custodians  for  maintaining  custody of the Fund's assets,  and to

cause the prompt delivery of such assets to another sub-custodian  acceptable to

the Fund and the Custodian.

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