MANAGEMENT AGREEMENT

                  LEGG MASON INVESTMENT GRADE INCOME PORTFOLIO





         This MANAGEMENT AGREEMENT ("Agreement"), made this 21st day of October,

1988,  by and between Legg Mason  Income  Trust,  Inc.  (the  "Corporation"),  a

Maryland  corporation,  on  behalf of the Legg  Mason  Investment  Grade  Income

Portfolio  ("Fund"),  and Legg Mason  Fund  Adviser,  Inc.  (the  "Manager"),  a

Maryland corporation having its principal place of business at 111 South Calvert

Street, Baltimore, Maryland 21202.



         WHEREAS, the Corporation is registered with the Securities and Exchange

Commission as a series type, open-end  diversified  investment company under the

Investment Company Act of 1940 (the "1940 Act") and has registered shares of its

common stock for sale to the public under the Securities Act of 1933; 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 Legg Mason Fund Adviser,  Inc. 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 objective,  policies,  and limitations as stated in the Fund's

current  Prospectus and Statement of Additional  Information.  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 By-Laws,  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  objective,



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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 Manager may

pay to these brokers,  in return for research and analysis,  a higher commission

than may be charged by other brokers.  In no instance will portfolio  securities

be purchased from or sold to the Manager or any affiliated person thereof except

in  accordance  with  the  rules,  regulations  or  orders  promulgated  by  the

Securities and Exchange  Commission  pursuant to the 1940 Act. 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  Corporation's  Board of

Directors.

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