Legg Mason Investors Trust NCSRS Certified semi-annual shareholder report (management investment company)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number: 811-07692

Name of Registrant: Legg Mason Investors Trust, Inc.

Address of Principal Executive Offices: 100 Light Street, Baltimore, MD 21202

Name and address of agent for service:

Richard M. Wachterman, Esq.
Legg Mason Wood Walker, Incorporated
100 Light Street
Baltimore, MD 21202

Registrant’s telephone number, including area code: (410) 539-0000

Date of fiscal year end: 03/31/06

Date of reporting period: 09/30/2005

Item 1. Report to Shareholders.

(LEGG MASON INVESTORS TRUST)

(LEGG MASON LOGO)

Semi-Annual Report to Shareholders

To Our Shareholders,

We are pleased to provide you with Legg Mason Investors Trust’s semi-annual report for American Leading Companies Trust, Balanced Trust, Financial Services Fund and U.S. Small-Capitalization Value Trust, for the six months ended September 30, 2005.

Total returns for various periods ended September 30, 2005 are:



		Total Returns^A

		6 Months		1 Year


American Leading Companies Trust
	Primary Class		+6.59%		+17.87%
	Institutional Class		+7.12%		+19.08%
S&P 500 Stock Composite Index^B			+5.02%		+12.25%
Lipper Large-Cap Value Funds Index^B			+5.18%		+13.50%
Balanced Trust
	Primary Class		+5.83%		+9.31%
	Financial Intermediary Class		+6.13%		+9.82%
	Institutional Class		+6.22%		+10.17%
Lehman Intermediate Government/ Credit Bond Index^B			+1.95%		+1.50%
Lipper Balanced Fund Index^B			+4.77%		+10.05%
Financial Services Fund
	Primary Class		+7.57%		+12.19%
	Financial Intermediary Class^C		+7.96%		+13.01%
Lipper Financial Services Fund Index^B			+5.43%		+9.67%
U.S. Small-Capitalization Value Trust
	Primary Class		+5.48%		+15.02%
	Institutional Class		+5.99%		+16.39%
Russell 2000 Index^B			+9.21%		+17.95%

Long-term investment results for each of the Funds are shown in their respective Performance Information sections within this report. For more information about the differences between the Fund share classes included in this report, please contact your financial advisor.


^A	Total return measures investment performance in terms of appreciation or depreciation in net asset value per share plus dividends and capital gain distributions. It assumes that dividends and distributions were reinvested at the time they were paid. No adjustment has been made for any income taxes payable by shareholders. Past performance does not predict future performance.


^B	See Glossary of Index Definitions on page 87. It is not possible to invest in an index.


^C	Financial Services Class A became the Financial Intermediary Class on July 31, 2004.

Semi-Annual Report to Shareholders

Many Primary Class shareholders invest regularly in Fund shares on a dollar cost averaging basis through a program we call Future First. Most do so by authorizing automatic, monthly transfers of $50 or more from their bank checking or brokerage accounts. Dollar cost averaging is a convenient and sensible way to invest, as it encourages continued purchases during market downswings, when the best values are available. Of course, it does not ensure a profit nor protect against declines in the value of your investment. Your financial adviser will be happy to help you establish a Future First dollar cost averaging account should you wish to do so.

Sincerely,

-s- Mark R. Fetting

Mark R. Fetting

President

November 13, 2005

Semi-Annual Report to Shareholders

Expense Example

American Leading Companies Trust

As a shareholder of the Fund, you incur ongoing costs, including management fees, distribution and service (12b-1) fees on Primary Class shares, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested on April 1, 2005, and held through September 30, 2005.

Actual Expenses

The first line for each class in the table below provides information about actual account values and actual expenses for each class. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled “Expenses Paid During the Period” to estimate the expenses you paid on your account during this period.

Hypothetical Example for Comparison Purposes

The second line for each class in the table below provides information about hypothetical account values and hypothetical expenses based on the relevant class’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the class’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in the Fund and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples for the relevant class that appear in the shareholder reports of other funds.


		Beginning		Ending		Expenses Paid^A
		Account		Account		During the
		Value		Value		Period
		4/1/05		9/30/05		4/1/05 to 9/30/05






Primary Class:
	Actual	$	1,000.00	$	1,065.90	$	9.74
	Hypothetical (5% return before expenses)		1,000.00		1,015.64		9.50




Institutional Class:
	Actual	$	1,000.00	$	1,071.20	$	4.52
	Hypothetical (5% return before expenses)		1,000.00		1,020.71		4.41


^A	These calculations are based on expenses incurred in the most recent fiscal half-year. The dollar amount shown as “Expenses Paid” is equal to the annualized expense ratio of 1.88% and 0.87% for the Primary Class and Institutional Class respectively, multiplied by the average value over the period, multiplied by the number of days in the most recent fiscal half-year (183) and divided by 365.

Semi-Annual Report to Shareholders

Performance Information

American Leading Companies Trust

The graphs on the following pages compare the Fund’s total returns to that of a closely matched broad-based securities market index. The graphs illustrate the cumulative total return of an initial $10,000 investment in the Primary Class and an initial $1,000,000 investment in the Institutional Class, for the periods indicated. The lines for the Fund represent the total return after deducting all Fund investment management and other administrative expenses and the transaction costs of buying and selling securities. The lines representing the securities market index do not include any transaction costs associated with buying and selling securities in the index or other administrative expenses. Both the Fund’s results and the index’s results assume reinvestment of all dividends and distributions.

Total return measures investment performance in terms of appreciation or depreciation in a fund’s net asset value per share, plus dividends and any capital gain distributions. It assumes that dividends and distributions were reinvested at the time they were paid. Average annual returns tend to smooth out variations in a fund’s return, so that they differ from actual year-to-year results.

Semi-Annual Report to Shareholders

Growth of a $10,000 Investment — Primary Class

(AMERICAN LEADING COMPANIES TRUST GRAPH)

Periods Ended September 30, 2005


	Cumulative		Average Annual
	Total Return		Total Return



One Year		+17.87%		+17.87%
Five Years		+22.96%		+4.22%
Ten Years		+155.39%		+9.83%


	The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information please visit www.leggmasonfunds.com. The investment return and principal value of the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.

Semi-Annual Report to Shareholders

Performance Information — Continued

Growth of a $1,000,000 Investment — Institutional Class

(AMERICAN LEADING COMPANIES TRUST GRAPH)

Periods Ended September 30, 2005


	Cumulative		Average Annual
	Total Return		Total Return



One Year		+19.08%		+19.08%
Three Years		+77.12%		+20.99%
Life of Class*		+27.74%		+5.86%
* Inception date: June 14, 2001


	The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information please call 1-888-425-6432. The investment return and principal value of the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.


^A	Index returns are for periods beginning May 31, 2001.

Semi-Annual Report to Shareholders

Portfolio Composition (As of September 30, 2005) ^B

(As a percentage of the portfolio)

(SECTOR DIVERSIFICATION PIE CHART)

Top Ten Holdings (As of September 30, 2005)


	% of
Security	Net Assets


UnitedHealth Group Incorporated		5.4%
Sprint Nextel Corporation		5.0%
Altria Group, Inc.		4.1%
WellPoint Inc.		3.9%
Tyco International Ltd.		3.9%
J.P. Morgan Chase & Co.		3.5%
Citigroup Inc.		2.9%
Health Net Inc.		2.9%
Phelps Dodge Corporation		2.5%
Lloyds TSB Group plc		2.2%


^B	The Fund is actively managed. As a result, the composition of its portfolio holdings and sectors is subject to change at any time.

Semi-Annual Report to Shareholders

Performance Information — Continued

Selected Portfolio Performance ^C



Strongest performers for the 3rd quarter 2005^D


1.	Phelps Dodge Corporation	+40.9%
2.	Amazon.com, Inc.	+36.9%
3.	Devon Energy Corporation	+35.6%
4.	Albertson’s, Inc.	+25.1%
5.	eBay Inc.	+24.8%
6.	Hewlett-Packard Company	+24.6%
7.	Health Net Inc.	+24.0%
8.	Caterpillar Inc.	+23.9%
9.	United States Steel Corporation	+23.5%
10.	Newmont Mining Corporation	+21.2%



Weakest performers for the 3rd quarter 2005^D


1.	Expedia, Inc.	-17.2%	^E
2.	The TJX Companies, Inc.	-15.7%
3.	Countrywide Financial Corporation	-14.2%
4.	Pfizer Inc.	-8.8%
5.	Wal-Mart Stores, Inc.	-8.8%
6.	Liberty Media Corporation	-7.1%
7.	Bank of America Corporation	-6.6%
8.	Deere & Company	-6.1%
9.	Alcoa Inc.	-6.1%
10.	Lockheed Martin Corporation	-5.5%

Portfolio Changes


Securities added during the 3rd quarter 2005		Securities sold during the 3rd quarter 2005

Eastman Kodak Company Exxon Mobil Corporation		Fannie Mae Merck & Co. Inc.


^C	Individual security performance is measured by the change in the security’s price; for stocks, dividends are assumed to be reinvested at the time they were paid.

^D	Securities held for the entire quarter.


^E	Acquired as the result of a spinoff from IAC/Inter Active Corp. Performance is for the period 7/20/05 - 9/30/05.

Semi-Annual Report to Shareholders

Portfolio of Investments

American Leading Companies Trust

September 30, 2005 (Unaudited)

(Amounts in Thousands)


		Shares/Par		Value


Common Stock and Equity Interests — 99.2%
Consumer Discretionary — 15.6%
Household Durables — 0.2%
	Koninklijke (Royal) Philips Electronics N.V. – ADR		63	$	1,681

Internet and Catalog Retail — 6.5%
	Amazon.com, Inc.		300		13,590	^A
	eBay Inc.		350		14,420	^A’
	Expedia, Inc.		425		8,419	^A
	IAC/InterActiveCorp		425		10,774	^A

					47,203

Leisure Equipment and Products — 1.0%
	Eastman Kodak Company		300		7,299

Media — 5.3%
	Liberty Media Corporation		1,440		11,592	^A
	The DIRECTV Group, Inc.		900		13,482	^A
	Time Warner Inc.		708		12,822

					37,896

Specialty Retail — 2.6%
	The Home Depot, Inc.		150		5,721
	The TJX Companies, Inc.		630		12,902

					18,623

Consumer Staples — 7.3%
Beverages — 0.9%
	The Pepsi Bottling Group, Inc.		225		6,424

Food and Staples Retailing — 1.8%
	Albertson’s, Inc.		465		11,927
	Wal-Mart Stores, Inc.		35		1,534

					13,461

Semi-Annual Report to Shareholders

Portfolio of Investments — Continued

American Leading Companies Trust — Continued


		Shares/Par		Value


Consumer Staples — Continued
Food Products — 0.3%
	Sara Lee Corporation		122	$	2,312

Household Products — 0.2%
	Kimberly-Clark Corporation		25		1,488

Tobacco — 4.1%
	Altria Group, Inc.		400		29,484

Energy — 5.7%
Energy Equipment and Services — 1.4%
	Baker Hughes Incorporated		36		2,149
	Transocean Inc.		128		7,817	^A

					9,966

Oil Gas and Consumable Fuels — 4.3%
	Anadarko Petroleum Corporation		67		6,415
	Apache Corporation		97		7,296
	Devon Energy Corporation		208		14,243
	Exxon Mobil Corporation		30		1,906
	Royal Dutch Shell PLC		24		1,576

					31,436

Financials — 19.3%
Capital Markets — 1.1%
	Merrill Lynch & Co., Inc.		70		4,294
	Morgan Stanley		70		3,776

					8,070

Commercial Banks — 4.2%
	Bank of America Corporation		343		14,457
	Lloyds TSB Group plc		1,950		16,057

					30,514

Semi-Annual Report to Shareholders


		Shares/Par		Value


Financials — Continued
Diversified Financial Services — 6.5%
	Citigroup Inc.		465	$	21,167
	J.P. Morgan Chase & Co.		752		25,515

					46,682

Insurance — 4.1%
	American International Group, Inc.		250		15,490
	The St. Paul Travelers Companies, Inc.		318		14,269

					29,759

Thrifts and Mortgage Finance — 3.4%
	Countrywide Financial Corporation		250		8,245
	MGIC Investment Corporation		75		4,815
	Washington Mutual, Inc.		300		11,766

					24,826

Health Care — 15.6%
Health Care Providers and Services — 12.2%
	Health Net Inc.		440		20,821	^A
	UnitedHealth Group Incorporated		700		39,340
	WellPoint Inc.		374		28,356	^A

					88,517

Pharmaceuticals — 3.4%
	Bristol-Myers Squibb Company		425		10,226
	Johnson & Johnson		118		7,467
	Pfizer Inc.		260		6,492

					24,185

Industrials — 9.9%
Aerospace and Defense — 3.5%
	General Dynamics Corporation		108		12,911
	Lockheed Martin Corporation		200		12,208

					25,119

Semi-Annual Report to Shareholders

Portfolio of Investments — Continued

American Leading Companies Trust — Continued


		Shares/Par		Value


Industrials — Continued
Industrial Conglomerates — 5.4%
	General Electric Company		340	$	11,448
	Tyco International Ltd.		1,000		27,850

					39,298

Machinery — 1.0%
	Caterpillar Inc.		60		3,525
	Deere & Company		60		3,672

					7,197

Information Technology — 11.2%
Communications Equipment — 2.0%
	Nokia Oyj — ADR		875		14,796

Computers and Peripherals — 2.9%
	Hewlett-Packard Company		300		8,760
	International Business Machines Corporation		152		12,193

					20,953

Semiconductors and Semiconductor Equipment — 3.4%
	Applied Materials, Inc.		550		9,328
	Intel Corporation		350		8,628
	Texas Instruments Incorporated		200		6,780

					24,736

Software — 2.9%
	Microsoft Corporation		405		10,421
	Symantec Corporation		450		10,197	^A

					20,618

Materials — 7.4%
Metals and Mining — 7.4%
	Alcoa Inc.		410		10,012
	Newmont Mining Corporation		340		16,038
	Phelps Dodge Corporation		138		17,930
	United States Steel Corporation		230		9,741

					53,721

Semi-Annual Report to Shareholders


			Shares/Par		Value


Telecommunication Services — 6.6%
Wireless Telecommunication Services — 6.6%
	ALLTEL Corporation			180	$	11,720
	Sprint Nextel Corporation			1,521		36,169

						47,889

Utilities — 0.6%
Independent Power Producers and Energy Traders — 0.6%
	Duke Energy Corporation			140		4,084

Total Common Stock and Equity Interests (Identified Cost — $463,286)						718,237

Repurchase Agreements — 0.6%
	Bank of America
		3.78%, dated 9/30/05, to be repurchased at $2,149 on 10/3/05 (Collateral: $2,270 Freddie Mac notes, 4%, due 6/12/13, value $2,194)	$	2,148		2,148

	Goldman Sachs & Company
		3.71%, dated 9/30/05, to be repurchased at $2,149 on 10/3/05 (Collateral: $2,142 Fannie Mae notes, 6%, due 4/1/35, value $2,193)		2,148		2,148

Total Repurchase Agreements (Identified Cost — $4,296)						4,296

Total Investments — 99.8% (Identified Cost — $467,582)						722,533
Other Assets Less Liabilities — 0.2%						1,136





Net Assets — 100%					$	723,669


^A	Non-income producing.

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Assets and Liabilities

American Leading Companies Trust

September 30, 2005 (Unaudited)

(Amounts in Thousands)










Assets:
	Investment securities at market value (Identified Cost – $463,286)						$	718,237
	Short-term securities at value (Identified Cost – $4,296)							4,296
	Receivable for fund shares sold							617
	Receivable for securities sold							8,805
	Dividend and interest receivable							1,127
	Foreign tax reclaims receivable							2
	Other Assets							7

				Total assets				733,091




Liabilities:
	Payable for fund shares repurchased				$	910
	Payable for securities purchased					7,370
	Accrued management fee					443
	Accrued distribution and service fees					560
	Accrued expenses					139

				Total liabilities				9,422

Net Assets							$	723,669

Net assets consist of:




	Accumulated paid-in capital applicable to:
		29,408 Primary Class shares outstanding					$	430,019
			1,623 Institutional Class shares outstanding					32,534
	Accumulated net investment loss							(550	)
	Undistributed net realized gain on investments							6,723
	Unrealized appreciation of investments							254,943

Net Assets							$	723,669

Net Asset Value Per Share:
	Primary Class						$	23.29

	Institutional Class						$	23.93

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Operations

American Leading Companies Trust

For the Six Months Ended September 30, 2005 (Unaudited)

(Amounts in Thousands)










Investment Income:
	Dividends			$	5,689	^A
	Interest				218

			Total income				$	5,907




Expenses:
	Management fees				2,634
	Distribution and service fees
		Primary Class			3,363
	Audit and legal fees				29
	Custodian fees				59
	Directors’ fees and expenses				22
	Registration fees				23
	Reports to shareholders				63




	Transfer agent and shareholder servicing expense:
		Primary Class			209
		Institutional Class			7
	Other expenses				32

			Total expenses					6,441

Net Investment Income								(534	)




Net Realized and Unrealized Gain on Investments:
	Realized gain on investments				16,135	^B
	Change in unrealized appreciation of investments				29,590

Net Realized and Unrealized Gain on Investments								45,725

Change in Net Assets Resulting From Operations							$	45,191


^A	Net of foreign taxes withheld of $64.


^B	See Note 1, Commission Recapture, in the notes to financial statements.

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Changes in Net Assets

American Leading Companies Trust

(Amounts in Thousands)


			For the			For the
			Six Months			Year
			Ended			Ended
			9/30/05			3/31/05


			(Unaudited)




Change in Net Assets:
Net investment income/(loss)			$	(534	)	$	143
Net realized gain on investments				16,135			31,042
Change in unrealized appreciation of investments				29,590			29,389

Change in net assets resulting from operations				45,191			60,574




Distributions to shareholders:




	From net investment income:
		Primary Class		—			(214	)
		Institutional Class		—			(176	)




Change in net assets from Fund share transactions:
		Primary Class		(12,347	)		10,335
		Institutional Class		15,420			2,595

Change in net assets				48,264			73,114




Net Assets:
Beginning of period				675,405			602,291

End of period			$	723,669		$	675,405

Undistributed net investment loss			$	(550	)	$	(16	)

See notes to financial statements.

Semi-Annual Report to Shareholders

Financial Highlights

American Leading Companies Trust

Contained below is per share operating performance data for a share of common stock outstanding, total investment return, ratios to average net assets and other supplemental data. This information has been derived from information provided in the financial statements.

Primary Class:


		Six Months
		Ended			Years Ended March 31,
		September 30,
		2005			2005			2004			2003			2002			2001


		(Unaudited
Net asset value, beginning of period		$	21.85		$	19.85		$	14.54		$	18.13		$	18.28		$	18.69

Investment operations:
	Net investment income/(loss)		(.02	)		—	^A		.01			(.01	)		(.08	)		(.13	)
	Net realized and unrealized gain/(loss) on investments		1.46			2.01			5.30			(3.58	)		(.07	)		(.17	)

	Total from investment operations		1.44			2.01			5.31			(3.59	)		(.15	)		(.30	)

Distributions:
	From net investment income		—			(.01	)		—	^B		—			—			—
	From net realized gain on investments		—			—			—			—			—			(.11	)

	Total distributions		—			(.01	)		—			—			—			(.11	)

Net asset value, end of period		$	23.29		$	21.85		$	19.85		$	14.54		$	18.13		$	18.28





Ratios/supplemental data:
	Total return		6.59	%^C		10.12	%		36.54	%		(19.80	)%		(.82	)%		(1.65	)%
	Expenses to average net assets		1.88	%^D		1.88	%		1.90	%		1.92	%		1.93	%		1.95	%
	Net investment income/(loss) to average net assets		(.20	)%^D		(.01	)%		.05	%		(.05	)%		(.47	)%		(.65	)%
	Portfolio turnover rate		7.5	%^C		19.4	%		19.6	%		19.0	%		22.7	%		31.0	%
Net assets, end of period (in thousands)		$	684,825		$	654,019		$	585,295		$	410,331		$	551,061		$	272,150


^A	$(.001) per share.


^B	$(.003) per share.

^C	Not annualized.

^D	Annualized.

See notes to financial statements.

Semi-Annual Report to Shareholders

Financial Highlights — Continued

Institutional Class:


		Six Months
		Ended			Years Ended March 31,
		September 30,
		2005			2005			2004			2003			2002^E


		(Unaudited
Net asset value, beginning of period		$	22.34		$	20.28		$	14.83		$	18.27		$	19.08

Investment operations:
	Net investment income		.06			.21			.20			.15			.09
	Net realized and unrealized gain/(loss) on investments		1.53			2.06			5.42			(3.59	)		(.90	)

	Total from investment operations		1.59			2.27			5.62			(3.44	)		(.81	)

Distributions:
	From net investment income		—			(.21	)		(.17	)		—			—

	Total distributions		—			(.21	)		(.17	)		—			—

Net asset value, end of period		$	23.93		$	22.34		$	20.28		$	14.83		$	18.27





Ratios/supplemental data:
	Total return		7.12	%^C		11.21	%		37.96	%		(18.83	)%		(4.25	)%^C
	Expenses to average net assets		.87	%^D		.90	%		.85	%		.87	%		.87	%^D
	Net investment income to average net assets		.83	%^D		.99	%		1.14	%		1.02	%		.62	%^D
	Portfolio turnover rate		7.5	%^C		19.4	%		19.6	%		19.0	%		22.7	%
Net assets, end of period (in thousands)		$	38,844		$	21,386		$	16,996		$	8,729		$	9,649


^E	For the period June 14, 2001 (re-commencement of operations) to March 31, 2002.

See notes to financial statements.

Semi-Annual Report to Shareholders

Expense Example

Balanced Trust

As a shareholder of the Fund, you incur ongoing costs, including management fees, distribution and service (12b-1) fees on Primary and Financial Intermediary Class shares, and other Fund expenses. This example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds. The example is based on an investment of $1,000 invested on April 1, 2005, and held through September 30, 2005.

Actual Expenses

Hypothetical Example for Comparison Purposes


		Beginning		Ending		Expenses Paid^A
		Account		Account		During the
		Value		Value		Period
		4/1/05		9/30/05		4/1/05 to 9/30/05


Primary Class
	Actual	$	1,000.00	$	1,058.30	$	9.55
	Hypothetical (5% return before expenses)		1,000.00		1,015.79		9.35
Financial Intermediary Class
	Actual	$	1,000.00	$	1,061.30	$	6.98
	Hypothetical (5% return before expenses)		1,000.00		1,018.30		6.83
Institutional Class
	Actual	$	1,000.00	$	1,062.20	$	5.69
	Hypothetical (5% return before expenses)		1,000.00		1,019.55		5.57

These calculations are based on expenses incurred in the most recent fiscal half-year. The dollar amount shown as “Expenses Paid” is equal to the annualized expense ratio of 1.85%, 1.35% and 1.10% for the Primary Class, Financial Intermediary Class and Institutional Class respectively, multiplied by the average value over the period, multiplied by the number of days in the most recent fiscal half-year (183) and divided by 365.

Semi-Annual Report to Shareholders

Performance Information

Balanced Trust

The graphs on the following pages compare the Fund’s total returns to that of two closely matched broad-based securities market indices. The graphs illustrate the cumulative total return of an initial $10,000 investment in the Primary Class and an initial $1,000,000 investment in each of the Financial Intermediary or Institutional Classes, for the periods indicated. The lines for the Fund represent the total return after deducting all Fund investment management and other administrative expenses and the transaction costs of buying and selling securities. The lines representing each securities market index do not include any transaction costs associated with buying and selling securities in the indices or other administrative expenses. Both the Fund’s results and the indices’ results assume reinvestment of all dividends and distributions.

Semi-Annual Report to Shareholders

Growth of a $10,000 Investment — Primary Class

(BALANCED TRUST GRAPH)

Periods Ended September 30, 2005


	Cumulative		Average Annual
	Total Return		Total Return




One Year		+9.31%		+9.31%
Five Years		+10.08%		+1.94%
Life of Class*		+46.58%		+4.34%
* Inception date: October 1, 1996


	The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information please visit www.leggmasonfunds.com. The investment return and principal value of the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.


^A	Index returns are for periods beginning September 30, 1996.

Semi-Annual Report to Shareholders

Performance Information — Continued

Growth of a $1,000,000 Investment — Financial Intermediary Class

(BALANCED TRUST GRAPH)

Periods Ended September 30, 2005


	Cumulative		Average Annual
	Total Return		Total Return



One Year		+9.82%		+9.82%
Three Years		+35.53%		+10.67%
Life of Class*		+17.90%		+3.69%
* Inception date: March 16, 2001


	The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information please call 1-888-425-6432. The investment return and principal value of the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.


^B	Index returns are for periods beginning March 31, 2001.

Semi-Annual Report to Shareholders

Growth of a $1,000,000 Investment — Institutional Class

(BALANCED TRUST GRAPH)

Periods Ended September 30, 2005


	Cumulative		Average Annual
	Total Return		Total Return



One Year		+10.17%		+10.17%
Three Years		+36.56%		+10.95%
Life of Class*		+19.29%		+3.96%
* Inception date: March 16, 2001


	The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information please call 1-888-425-6432. The investment return and principal value of the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.


^B	Index returns are for periods beginning March 31, 2001.

Semi-Annual Report to Shareholders

Performance Information — Continued

Portfolio Composition (As of September 30, 2005) ^C

(As a percentage of the portfolio)

(SECTOR DIVERSIFICATION PIE CHART)

Top Ten Holdings (As of September 30, 2005)


	% of
Security	Net Assets


Questar Corporation		2.9%
United States Treasury Notes, 3.25%, due 8/15/07		2.7%
Target Corporation		2.3%
PepsiCo, Inc.		2.2%
Schlumberger Limited		2.1%
IVAX Corporation		2.0%
United States Treasury Notes, 3.50%, due 11/15/09		2.0%
Citigroup Inc.		1.9%
General Electric Company		1.8%
ChevronTexaco Corporation		1.8%


^C	The Fund is actively managed. As a result, the composition of its portfolio holdings and sectors is subject to change at any time.

Semi-Annual Report to Shareholders

Selected Portfolio Performance ^D



	Strongest performers for the 3rd quarter 2005^E


1.	EnCana Corp.	+47.5%
2.	National-Oilwell Varco Inc.	+38.4%
3.	Rio Tinto PLC	+36.2%
4.	Questar Corporation	+34.1%
5.	Norfolk Southern Corporation	+31.5%
6.	Kyphon Inc.	+26.3%
7.	MedImmune, Inc.	+25.9%
8.	IVAX Corporation	+22.6%
9.	Texas Instruments Incorporated	+20.9%
10.	McDonald’s Corporation	+20.7%



	Weakest performers for the 3rd quarter 2005^E


1.	Fannie Mae	-22.9%
2.	Dell Inc.	-13.3%
3.	SYSCO Corporation	-13.3%
4.	Abbott Laboratories	-13.0%
5.	Wal-Mart Stores, Inc.	-8.8%
6.	STERIS Corporation	-7.5%
7.	Cisco Systems, Inc.	-6.1%
8.	Oracle Corporation	-6.1%
9.	Intel Corporation	-5.0%
10.	Target Corporation	-4.4%

Portfolio Changes


Securities added during the 3rd quarter 2005		Securities sold during the 3rd quarter 2005

Avon Products, Inc. Capital One Financial Corporation Fannie Mae, 3.25%, 2/15/2009 Ginnie Mae, 5.50%, 6/15/2035 International Business Machines Corporation		Anheuser-Busch Companies, Inc. Equity Office Properties Trust Principal Financial Group, Inc. United States Treasury Notes, 3.625%, 05/15/13 United States Treasury Notes, 2.625%, 11/15/06 United States Treasury Securities, STRIPS, 5/15/07


^D	Individual security performance is measured by the change in the security’s price; for stocks, dividends are assumed to be reinvested at the time they were paid.


^E	Securities held for the entire quarter.

Semi-Annual Report to Shareholders

Portfolio of Investments

Balanced Trust

September 30, 2005 (Unaudited)

(Amounts in Thousands)



		Par/Shares		Value


Common Stocks and Equity Interests — 60.9%
Consumer Discretionary — 5.7%
Hotels, Restaurants and Leisure — 1.6%
	McDonald’s Corporation		29	$	971

Media — 0.7%
	The Walt Disney Company		16		386

Multi-Line Retail — 2.3%
	Target Corporation		26		1,350

Specialty Retail — 1.1%
	Lowe’s Companies, Inc.		10		644

Consumer Staples — 5.5%
Beverages — 2.2%
	PepsiCo, Inc.		23		1,304

Food and Staples Retailing — 1.5%
	SYSCO Corporation		10		314
	Wal-Mart Stores, Inc.		13		570

					884

Household Products — 1.2%
	Kimberly-Clark Corporation		12		714

Personal Products — 0.6%
	Avon Products, Inc.		12		324

Energy — 9.7%
Energy Equipment and Services — 5.2%
	Nabors Industries, Ltd.		14		998	^A

Semi-Annual Report to Shareholders



		Par/Shares		Value


Energy — Continued
Energy Equipment and Services — Continued
	National-Oilwell Varco Inc.		14	$	895	^A
	Schlumberger Limited		14		1,207

					3,100

Oil, Gas & Consumable Fuels — 4.5%
	BP plc – ADR		11		765
	ChevronTexaco Corporation		17		1,075
	EnCana Corp.		14		793

					2,633

Financials — 7.5%
Diversified Financial Services — 2.9%
	Capital One Financial Corporation		8		597
	Citigroup Inc.		25		1,138

					1,735

Insurance — 1.2%
	Lincoln National Corporation		14		728

Thrifts and Mortgage Finance — 3.4%
	Fannie Mae		22		981
	The PMI Group, Inc.		25		1,001

					1,982

Health Care — 10.1%
Biotechnology — 3.2%
	MedImmune, Inc.		30		1,009	^A
	Medtronic, Inc.		16		858

					1,867

Health Care Equipment and Supplies — 2.6%
	Biomet, Inc.		22		764
	Kyphon Inc.		10		439	^A
	STERIS Corporation		15		357

					1,560

Semi-Annual Report to Shareholders

Portfolio of Investments — Continued

Balanced Trust — Continued



		Par/Shares		Value


Health Care — Continued
Pharmaceuticals — 4.3%
	Abbott Laboratories		12	$	509
	IVAX Corporation		45		1,186	^A
	Johnson & Johnson		13		823

					2,518

Industrials — 7.4%
Aerospace and Defense — 1.6%
	L-3 Communications Holdings, Inc.		12		949

Industrial Conglomerates — 1.8%
	General Electric Company		32		1,078

Machinery — 1.1%
	Dover Corporation		16		632

Road and Rail — 2.9%
	Kansas City Southern		44		1,026	^A
	Norfolk Southern Corporation		17		689

					1,715

Information Technology — 8.9%
Communications Equipment — 2.7%
	Cisco Systems, Inc.		38		681	^A
	Nokia Oyj – ADR		34		575
	Vodafone Group Plc		13		338

					1,594

Computers and Peripherals — 1.6%
	Dell Inc.		10		342	^A
	International Business Machines Corporation		8		610

					952

Semi-Annual Report to Shareholders



				Maturity
		Rate		Date		Par/Shares		Value


Semiconductors and Semiconductor Equipment — 3.6%
	Applied Materials, Inc.						36	$	607
	Intel Corporation						29		715
	Texas Instruments Incorporated						23		780

									2,102

Software — 1.0%
	Oracle Corporation						50		619	^A

Materials — 3.2%
Chemicals — 1.6%
	Praxair, Inc.						20		958

Metals and Mining — 1.6%
	Rio Tinto PLC						6		904

Utilities — 2.9%
Gas Utilities — 2.9%
	Questar Corporation						20		1,727

Total Common Stocks and Equity Interests (Identified Cost — $28,004)									35,930

Corporate Bonds and Notes — 15.4%
Aerospace and Defense — 0.8%
	General Dynamics Corporation		4.500%		8/15/10	$	500		497

Capital Markets — 0.8%
	Merrill Lynch & Co., Inc.		3.700%		4/21/08		500		489

Commercial Banks — 0.6%
	Bank of America Corporation		5.125%		11/15/14		330		334

Semi-Annual Report to Shareholders

Portfolio of Investments — Continued

Balanced Trust — Continued



				Maturity
		Rate		Date		Par/Shares		Value


Computers and Peripherals — 0.9%
	International Business Machines Corporation		3.800%		2/1/08	$	550	$	541

Diversified Financial Services — 1.7%
	Citigroup Inc.		3.500%		2/1/08		500		488
	J.P. Morgan Chase & Co.		3.125%		12/11/06		500		491

									979

Finance — 4.4%
	American Express Credit Corporation		3.000%		5/16/08		575		554
	Caterpillar Financial Services Corporation		4.300%		6/1/10		500		493
	Ford Motor Credit Company		6.875%		2/1/06		550		552
	John Deere Capital Corporation		3.900%		1/15/08		500		492
	SLM Corporation		4.650%		1/31/14		500		497	^B

									2,588

Food and Staples Retailing — 3.0%
	Kroger Company		6.750%		4/15/12		700		752
	Safeway Inc.		4.800%		7/16/07		525		524
	Wal-Mart Stores, Inc.		4.550%		5/1/13		475		468

									1,744

Oil and Gas — 0.5%
	Pacific Gas and Electric Company		4.200%		3/1/11		325		313

Pharmaceuticals — 1.4%
	Abbott Laboratories		3.750%		3/15/11		500		477
	IVAX Corporation		4.500%		5/15/08		350		350	^C

									827

Road and Rail — 1.3%
	Union Pacific Corporation		6.625%		2/1/08		750		781

Total Corporate Bonds and Notes (Identified Cost — $9,128)									9,093

Semi-Annual Report to Shareholders



				Maturity
		Rate		Date		Par/Shares		Value


U.S. Government and Agency Obligations — 20.5%
Inflation-Indexed Securities — 1.0%
	United States Treasury Inflation-Protected Security		2.000%		1/15/14	$	582	$	594	^D

Stripped Securities — 0.8%
	United States Treasury STRIPS		0.000%		5/15/13		625		450	^E

Fixed Rate Securities — 18.7%
	Fannie Mae		3.250%		2/15/09		750		722
	Fannie Mae		3.875%		2/15/10		750		731
	Fannie Mae		4.625%		10/15/14		300		300
	Fannie Mae		5.000%		7/1/18		670		668
	Fannie Mae		5.500%		10/1/34		1,063		1,063
	Federal Farm Credit Bank		1.875%		1/16/07		500		485
	Federal Farm Credit Bank		3.750%		4/9/10		475		460
	Freddie Mac		3.160%		5/7/07		675		663
	Freddie Mac		4.500%		11/15/12		650		645
	United States Treasury Notes		3.250%		8/15/07		1,600		1,574
	United States Treasury Notes		3.375%		11/15/08		1,000		976
	United States Treasury Notes		3.625%		7/15/09		1,000		980
	United States Treasury Notes		3.500%		11/15/09		1,200		1,168
	United States Treasury Notes		4.000%		2/15/14		650		635

									11,070

Total U.S. Government and Agency Obligations (Identified Cost — $12,327)									12,114

U.S. Government Agency Mortgage-Backed Securities — 2.7%
Fixed Rate Securities — 2.7%
	Government National Mortgage Association		5.500%		6/15/34 to
					6/15/35		696		702
	Government National Mortgage Association		6.000%		1/15/29 to
					1/15/34		592		607

Semi-Annual Report to Shareholders

Portfolio of Investments — Continued

Balanced Trust — Continued



				Maturity
		Rate		Date		Par/Shares		Value


Fixed Rate Securities — Continued
	Government National Mortgage Association		7.000%		2/15/28 to
					12/15/31	$	240	$	252

Total U.S. Government Agency Mortgage- Backed Securities (Identified Cost — $1,539)									1,561

Repurchase Agreements — 0.2%
	Bank of America 3.78%, dated 9/30/05, to be repurchased at $137 on 10/3/05 (Collateral: $145 Freddie Mac notes, 4%, due 6/12/13, value $140)		3.780%		10/3/05		137		137
Total Repurchase Agreement (Identified Cost — $137)

Total Investments — 99.7% (Identified Cost — $51,135)									58,835
Other Assets Less Liabilities — 0.3%									180





Net Assets — 100.0%								$	59,015


^A	Non-income producing.


^B	Indexed security — The rates of interest earned on these securities are tied to the Consumer Price Index (“CPI”) or to the London Interbank Offered Rate (“LIBOR”). The coupon rates are the rates as of September 30, 2005.

^C	Convertible Security — Security may be converted into issuer’s common stock.

^D	U.S. Treasury Inflation-Protected Security — Treasury security whose principal value is adjusted daily in accordance with changes to the Consumer Price Index for All Urban Consumers. Interest is calculated on the basis of the current adjusted principal value.


^E	STRIPS — Separate Trading of Registered Interest and Principal of Securities. This is a pre-stripped zero coupon bond that is a direct obligation of the U.S. Treasury.

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Assets and Liabilities

Balanced Trust

September 30, 2005 (Unaudited)

(Amounts in Thousands)










Assets:
	Investment securities at market value (Identified Cost – $50,998)				$	58,698
	Short-term securities at value (Identified Cost – $137)					137
	Receivable for fund shares sold					76
	Dividends and interest receivable					230

						59,141




Liabilities:
	Payable for Fund shares repurchased		$	40
	Accrued management fee			32
	Accrued distribution and service fees			25
	Accrued expenses			29

						126

Net Assets					$	59,015





Net assets consist of:




	Accumulated paid-in-capital applicable to:
		3,170 Primary Class shares outstanding			$	35,246
		1,861 Financial Intermediary Class shares outstanding				12,634
		101 Institutional Class shares outstanding				1,653
	Undistributed net investment income					99
	Undistributed net realized gain on investments					1,683
	Unrealized appreciation of investments					7,700

Net Assets					$	59,015

Net Asset Value Per Share:
	Primary Class				$	11.51

	Financial Intermediary Class				$	11.49

	Institutional Class				$	11.48

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Operations

Balanced Trust

For the Six Months Ended September 30, 2005 (Unaudited)

(Amounts in Thousands)










Investment Income:
	Dividends			$	238	^A
	Interest				495

			Total income				$	733




Expenses:
	Management fee				226




	Distribution and service fees:
		Primary Class			141
		Financial Intermediary Class			27
	Audit and legal fees				21
	Custodian fees				21
	Directors’ fees and expenses				10
	Registration fees				25
	Reports to shareholders				28




	Transfer agent and shareholder servicing expense:
		Primary Class			28
		Financial Intermediary Class			10
		Institutional Class			—	^B
	Other expenses				10

					547
	Less: Compensating balance credits				—	^B
	Fees waived				(47	)

	Total expenses, net of compensating balance
		credits and fee waivers						500

Net Investment Income								233




Net Realized and Unrealized Gain on Investments:
	Realized gain on investments				1,685
	Change in unrealized appreciation of investments				1,550

Net Realized and Unrealized Gain on Investments								3,235

Change in Net Assets Resulting From Operations							$	3,468


^A	Net foreign taxes withheld of $4.


^B	Amounts less than $1.

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Changes in Net Assets

Balanced Trust

(Amounts in Thousands)


			For the			For the
			Six Months			Year
			Ended			Ended
			9/30/05			3/31/05


			(Unaudited)




Change in Net Assets:
Net investment income			$	233		$	529
Net realized gain on investments				1,685			3,731
Change in unrealized appreciation/(depreciation) of investments				1,550			(1,815	)

Change in net assets resulting from operations				3,468			2,445




Distributions to shareholders:




	From net investment income:
		Primary Class		(202	)		(274	)
		Financial Intermediary Class		(177	)		(289	)
		Institutional Class		(8	)		(9	)




	From net realized gain on investments:
		Primary Class		(736	)		(709	)
		Financial Intermediary Class		(432	)		(392	)
		Institutional Class		(13	)		(10	)




Change in net assets from Fund share transactions:
		Primary Class		(2,295	)		(1,846	)
		Financial Intermediary Class		(1,014	)		(361	)
		Institutional Class		499			123

Change in net assets				(910	)		(1,322	)




Net Assets:
Beginning of period				59,925			61,247

End of period			$	59,015		$	59,925

Undistributed net investment income			$	99		$	253

See notes to financial statements.

Semi-Annual Report to Shareholders

Financial Highlights

Balanced Trust

Primary Class:


		Six Months
		Ended			Years Ended March 31,
		September 30,
		2005			2005			2004			2003			2002			2001


		(Unaudited)
Net asset value, beginning of period			$11.15			$10.99		$	9.36		$	10.97		$	11.64		$	12.20

Investment operations:
	Net investment income		.04^A			.08^A			.10^A			.13^A			.11 ^A,B			.17^A
	Net realized and unrealized gain/(loss) on investments		.60			.37			1.66			(1.57	)		.02^B			(.61	)

	Total from investment operations		.64			.45			1.76			(1.44	)		.13			(.44	)

Distributions:
	From net investment income		(.06	)		(.08	)		(.13	)		(.10	)		(.11	)		(.12	)
	From net realized gain on investments		(.22	)		(.21	)		—			(.07	)		(.69	)		—

	Total distributions		(.28	)		(.29	)		(.13	)		(.17	)		(.80	)		(.12	)

Net asset value, end of period			$11.51			$11.15		$	10.99		$	9.36		$	10.97		$	11.64





Ratios/supplemental data:
	Total return		5.83	%^C		4.02	%		19.03	%		(13.20	)%		.89	%		(3.68	)%
	Expenses to average net assets		1.85	%^A,D		1.85	%^A		1.85	%^A		1.85	%^A		1.85	%^A		1.85	%^A
	Net investment income to average net assets		.58	%^A,D		.70	%^A		.94	%^A		1.37	%^A		1.04	%^A,B		1.38	%^A
	Portfolio turnover rate		14.0	%^C		42.4	%		42.1	%		29.5	%		55.4	%		58.4	%
Net assets, end of period (in thousands)			$36,481			$37,602		$	38,936		$	32,914		$	36,308		$	35,971

Net of fees waived by LMFA pursuant to a voluntary expense limitation of 1.85% of average daily net assets through August 1, 2006. If no fees had been waived by LMFA, the annualized ratio of expenses to average daily net assets would have been as follows: for the six months ended September 30, 2005, 2.03% and for the years ended March 31, 2005, 2.02%; 2004,1.96%; 2003, 2.03%; 2002, 2.02%; and 2001, 2.00%.


^B	As required, effective April 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide, Audits of Investment Companies, and began amortizing discount and premium on debt securities. The effect of this adoption for the year ended March 31, 2002, was an increase in the Fund’s net investment income per share of $0.01, a decrease in net realized and unrealized gain/ (loss) per share of $0.01, and an increase in the ratio of net investment income from 0.96% to 1.04%. Per share data and ratios for periods prior to April 1, 2001, have not been restated to reflect this change in accounting.

^C	Not annualized.

^D	Annualized.

See notes to financial statements.

Semi-Annual Report to Shareholders

Financial Intermediary Class:


		Six Months
		Ended			Years Ended March 31,
		September 30,
		2005			2005			2004			2003			2002			2001^E


		(Unaudited)
Net asset value, beginning of period		$	11.13		$	11.00		$	9.37		$	10.96		$	11.64		$	11.58

Investment operations:
	Net investment income		.06^F			.13^F			.15^F			.20^F			.17 ^F,G			N.M. ^F
	Net realized and unrealized gain/(loss) on investments		.61			.36			1.66			(1.58	)		.01^E			.06

	Total from investment operations		.67			.49			1.81			(1.38	)		.18			.06

Distributions:
	From net investment income		(.09	)		(.15	)		(.18	)		(.14	)		(.17	)		—
	From net realized gain on investments		(.22	)		(.21	)		—			(.07	)		(.69	)		—

	Total distributions		(.31	)		(.36	)		(.18	)		(.21	)		(.86	)		—

Net asset value, end of period		$	11.49		$	11.13		$	11.00		$	9.37		$	10.96		$	11.64





Ratios/supplemental data:
	Total return		6.13	%^C		4.53	%		19.52	%		(12.72	)%		1.35	%		.52	%^C
	Expenses to average net assets		1.35	%^D,F		1.35	%^F		1.35	%^F		1.35	%^F		1.35	%^F		1.35	%^D,F
	Net investment income to average net assets		1.08	%^D,F		1.21	%^F		1.46	%^F		1.88	%^F		1.55	%^F,G		.27	%^D,F
	Portfolio turnover rate		14.0	%^C		42.4	%		42.1	%		29.5	%		55.4	%		58.4	%
Net assets, end of period (in thousands)		$	21,375		$	21,695		$	21,812		$	20,182		$	26,463		$	30,976


^E	For the period from March 16, 2001 (commencement of operations) to March 31, 2001.

^F	Net of fees waived by the adviser pursuant to a voluntary expense limitation of 1.35% of average daily net assets through August 1, 2006. If no fees had been waived by the adviser, the annualized ratio of expenses to average daily net assets would have been as follows: for the six months ended September 30, 2005, 1.47%, and for the years ended March 31, 2005, 1.47%; 2004, 1.44%; 2003, 1.46%; 2002, 1.48%; and for the period ended March 31, 2001, 1.45%.

As required, effective April 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide, Audits of Investment Companies, and began amortizing discount and premium on debt securities. The effect of this adoption for the year ended March 31, 2002, was an increase in the Fund’s net investment income per share of $0.01, a decrease in net realized and unrealized gain/(loss) per share of $0.01, and an increase in the ratio of net investment income from 1.47% to 1.55%. Per share data and ratios for periods prior to April 1, 2001, have not been restated to reflect this change in accounting.

N.M. — Not Meaningful.

See notes to financial statements.

Semi-Annual Report to Shareholders

Financial Highlights — Continued

Institutional Class:


		Six Months
		Ended			Years Ended March 31,
		September 30,
		2005			2005			2004			2003			2002			2001^E


		(Unaudited)
Net asset value, beginning of period			$11.13		$	11.01		$	9.38		$	10.98		$	11.64		$	11.58

Investment operations:
	Net investment income		.09	^H		.17	^H		.17	^H		.22	^H		.19	^H,I		N.M.	^H
	Net realized and unrealized gain/(loss) on investments		.59			.36			1.68			(1.59	)		.03	^I		.06

	Total from investment operations		.68			.53			1.85			(1.37	)		.22			.06

Distributions:
	From net investment income		(.11	)		(.20	)		(.22	)		(.16	)		(.19	)		—
	From net realized gain on investments		(.22	)		(.21	)		—			(.07	)		(.69	)		—

	Total distributions		(.33	)		(.41	)		(.22	)		(.23	)		(.88	)		—

Net asset value, end of period			$11.48		$	11.13		$	11.01		$	9.38		$	10.98		$	11.64





Ratios/supplemental data:
	Total return		6.22	%^C		4.86	%		19.87	%		(12.58	)%		1.68	%		.52	%^C
	Expenses to average net assets		1.10	%^D,H		1.10	%^H		1.10	%^H		1.10	%^H		1.10	%^H		1.10	%^D,H
	Net investment income to average net assets		1.33	%^D,H		1.47	%^H		1.68	%^H		2.14	%^H		1.79	%^H,I		.52	%^D,H
	Portfolio turnover rate		14.0	%^C		42.4	%		42.1	%		29.5	%		55.4	%		58.4	%
Net assets, end of period (in thousands)		$	1,159		$	628		$	499		$	341		$	391		$	325

Net of fees waived by the adviser pursuant to a voluntary expense limitation of 1.10% of average daily net assets through August 1, 2006. If no fees had been waived by the adviser, the annualized ratio of expenses to average daily net assets would have been as follows: for the six months ended September 30, 2005, 1.18%, and for the years ended March 31, 2005, 1.17%; 2004, 1.12%; 2003, 1.17%; 2002, 1.21%; and for the period ended March 31, 2001, 1.16%.

As required, effective April 1, 2001, the Fund adopted the provisions of the AICPA Audit and Accounting Guide, Audits of Investment Companies, and began amortizing discount and premium on debt securities. The effect of this adoption for the year ended March 31, 2002, was an increase in net investment income per share of $0.01, a decrease in net realized and unrealized gain/(loss) per share of $0.01, and an increase in the ratio of net investment income from 1.71% to 1.79%. Per share data and ratios for periods prior to April 1, 2001, have not been restated to reflect this change in accounting.

N.M. — Not meaningful.

See notes to financial statements.

Semi-Annual Report to Shareholders

Expense Example

Financial Services Fund

Actual Expenses

Hypothetical Example for Comparison Purposes


		Beginning		Ending		Expenses Paid^A
		Account		Account		During the
		Value		Value		Period
		4/1/05		9/30/05		4/1/05 to 9/30/05






Primary Class:
	Actual	$	1,000.00	$	1,075.70	$	11.71
	Hypothetical (5% return before expenses)		1,000.00		1,013.79		11.36




Financial Intermediary Class:
	Actual	$	1,000.00	$	1,079.60	$	7.82
	Hypothetical (5% return before expenses)		1,000.00		1,017.55		7.59

These calculations are based on expenses incurred in the most recent fiscal half-year. The dollar amount shown as “Expenses Paid” is equal to the annualized expense ratio of 2.25% and 1.50% for the Primary Class and Financial Intermediary Class respectively, multiplied by the average value over the period, multiplied by the number of days in the most recent fiscal half-year (183) and divided by 365.

Semi-Annual Report to Shareholders

Performance Information

Financial Services Fund

The graphs on the following pages compare the Fund’s total returns to that of two closely matched broad-based securities market indices. The graphs illustrate the cumulative total return of an initial $10,000 investment in the Primary Class and an initial $1,000,000 investment in the Financial Intermediary Class, for the periods indicated. The lines for the Fund represent the total return after deducting all Fund investment management and other administrative expenses and the transaction costs of buying and selling securities. The lines representing each securities market index do not include any transaction costs associated with buying and selling securities in the indices or other administrative expenses. Both the Fund’s results and the indices’ results assume reinvestment of all dividends and distributions.

Semi-Annual Report to Shareholders

Growth of a $10,000 Investment — Primary Class

(FINANCIAL SERVICES FUND GRAPH)

Periods Ended September 30, 2005


	Cumulative		Average Annual
	Total Return		Total Return



One Year		+12.19%		+12.19%
Five Years		+66.04%		+10.67%
Life of Class*		+80.65%		+8.99%
* Inception date: November 16, 1998


	The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information please visit www.leggmasonfunds.com. The investment return and principal value of the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods.

	The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.


^A	Index returns are for periods beginning October 31, 1998.

Semi-Annual Report to Shareholders

Performance Information — Continued

Growth of a $1,000,000 Investment — Financial Intermediary Class^B

(FINANCIAL SERVICE FUND GRAPH)

Periods Ended September 30, 2005


	Cumulative		Average Annual
	Total Return		Total Return



One Year		+13.01%		+13.01%
Five Years		+72.33%		+11.50%
Life of Class*		+90.25%		+9.81%
* Inception date: November 16, 1998


	The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information please visit www.leggmasonfunds.com. The investment return and principal value of the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods.

	The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.


^B	On July 31, 2004, Class A shares of the Fund were renamed Financial Intermediary Class shares. Class A shares were subject to a maximum initial sales charge of 4.75%. The Financial Intermediary Class does not have an initial sales charge. The returns shown do not reflect the imposition of an initial sales charge.

^C	Index returns are for periods beginning October 31, 1998.

Semi-Annual Report to Shareholders

Portfolio Composition (As of September 30, 2005)^D

(As a percentage of the portfolio)

(PIE CHART)

Top Ten Holdings (As of September 30, 2005)


	% of
Security	Net Assets


Glacier Bancorp, Inc.		2.9%
EnCana Corp.		2.8%
Commerce Bancshares, Inc.		2.7%
North Fork Bancorporation, Inc.		2.6%
First Capital Bancorp, Inc.		2.6%
RLI Corp.		2.5%
Fiserv, Inc.		2.5%
StanCorp Financial Group, Inc.		2.5%
Brown & Brown, Inc.		2.3%
Cullen/Frost Bankers, Inc.		2.2%


^D	The Fund is actively managed. As a result, the composition of its portfolio holdings and sectors is subject to change at any time.

Semi-Annual Report to Shareholders

Performance Information — Continued

Selected Portfolio Performance^E



	Strongest performers for the 3rd quarter 2005^F


1.	EnCana Corp.	+47.5%
2.	AmerUs Group Co.	+19.4%
3.	Glacier Bancorp, Inc.	+18.8%
4.	AmericanWest Bancorporation	+15.9%
5.	Fidelity Bankshares Inc.	+15.5%
6.	First State Financial Corporation	+14.4%
7.	Lincoln National Corporation	+11.7%
8.	Brown & Brown, Inc.	+10.8%
9.	Community Capital Bankshares, Inc.	+10.5%
10.	First State Bancorporation	+10.2%



	Weakest performers for the 3rd quarter 2005^F


1.	GB & T Bancshares, Inc.	-10.3%
2.	North Fork Bancorporation, Inc.	-8.5%
3.	Greater Bay Bancorp	-5.9%
4.	Wainwright Bank & Trust Company	-5.8%
5.	MBNA Corporation	-5.3%
6.	Texas Reginal Bancshares, Inc.	-5.2%
7.	American Equity Investment Life Holding Company	-4.5%
8.	Southern Community Financial Corporation	-3.9%
9.	SunTrust Banks, Inc.	-3.1%
10.	JPMorgan Chase & Co.	-3.0%

Portfolio Changes


Securities added during the 3rd quarter 2005		Securities sold during the 3rd quarter 2005

Brooke Corporation		Columbia Bancorp
Commercial Bankshares Incorporated		Online Resources Corporation
First Security Group Inc.		Partners Trust Financial Group, Inc.
IBERIABANK Corporation		Synovus Financial Corporation
		Vineyard National Bancorp Company


^E	Individual security performance is measured by the change in the security’s price; for stocks, dividends are assumed to be reinvested at the time they were paid.

^F	Securities held for the entire quarter.

Semi-Annual Report to Shareholders

Portfolio of Investments

Financial Services Fund

September 30, 2005 (Unaudited)

(Amounts in Thousands)


		Shares/Par		Value


Common Stock and Equity Interests — 94.8%
Energy — 2.8%
Oil and Gas (Exploration and Production) — 2.8%
	EnCana Corp.		32	$	1,866

Financials — 89.5%
Banks — 44.0%
	Bancorp Rhode Island, Inc.		20		733
	BB&T Corporation		25		976
	Cascade Bancorp		60		1,253
	Cascade Financial Corporation		50		913
	Commerce Bancshares, Inc.		35		1,802
	Cullen/Frost Bankers, Inc.		30		1,480
	Fidelity Bankshares, Inc.		40		1,222
	First Community Bancorp		13		598
	First Financial Bankshares, Inc.		20		697
	First State Bancorporation		70		1,483
	Glacier Bancorp, Inc.		63		1,929
	Greater Bay Bancorp		40		986
	Harbor Florida Bancshares, Inc.		40		1,451
	IBERIABANK Corporation		25		1,329
	Mercantile Bankshares Corporation		25		1,347
	Mid-State Bancshares		35		963
	North Fork Bancorporation, Inc.		70		1,785
	Northrim BanCorp Inc.		40		1,002
	Sound Federal Bancorp, Inc.		40		668
	Summit Bank Corporation		59		870
	SunTrust Banks, Inc.		20		1,389
	TCF Financial Corporation		50		1,337
	Texas Regional Bancshares, Inc.		50		1,439
	The Bank Holdings		5		100	^A
	The Bank Holdings — warrants		1		9	^A
	Wainwright Bank & Trust Company		92		959
	Western Sierra Bancorp		30		1,033	^A

					29,753

Commercial Banks — 14.8%
	Amegy Bancorporation, Inc.		38		860
	AmericanWest Bancorporation		50		1,156	^A

Semi-Annual Report to Shareholders

Portfolio of Investments — Continued

Financial Services Fund — Continued


		Shares/Par		Value



Financials — Continued
Commercial Banks — Continued
	Commercial Bankshares Incorporated		20	$	752
	Community Capital Bancshares, Inc.		40		488
	First Capital Bancorp, Inc.		70		1,753	^A
	First Keystone Corporation		34		749
	First Security Group Inc.		25		246	^A
	First State Financial Corporation		15		213	^A
	Gateway Financial Holdings Inc.		31		563
	GB&T Bancshares, Inc.		4		85
	Gold Banc Corporation, Inc.		50		745
	Leesport Financial Corporation		2		46
	Riverview Bancorp, Inc.		51		1,069
	Southern Community Financial Corporation		35		321
	Sussex Bancorp		15		215
	TD Banknorth, Inc.		25		738

					9,999

Diversified Financial Services — 5.6%
	Financial Federal Corporation		15		597
	J.P. Morgan Chase & Co.		28		950
	MBNA Corporation		35		862
	SLM Corporation		25		1,341

					3,750

Insurance — 21.4%
	American Equity Investment Life Holding Company		100		1,135
	AmerUs Group Co.		25		1,434
	Assurant, Inc.		35		1,332
	Brooke Corporation		35		488
	Brown & Brown, Inc.		31		1,540
	Hilb, Rogal and Hamilton Company		30		1,120
	Lincoln National Corporation		25		1,300
	Old Republic International Corporation		55		1,467
	Philadelphia Consolidated Holding Corp.		15		1,274	^A
	RLI Corp.		37		1,712
	StanCorp Financial Group, Inc.		20		1,684

					14,486

Semi-Annual Report to Shareholders


			Shares/Par		Value



Financials — Continued
Savings and Loan Companies — 2.2%
	United Financial Corp.			23	$	579
	Willow Grove Bancorp, Inc.			60		939

						1,518

Thrifts and Mortgage Finance — 1.5%
	Sovereign Bancorp, Inc.			45		992

Information Technology — 2.5%
Commercial Services and Supplies — 2.5%
	Fiserv, Inc.			37		1,697	^A

Total Common Stock and Equity Interests (Identified Cost — $43,955)						64,061

Repurchase Agreements — 5.4%
	Bank of America
		3.78%, dated 9/30/05, to be repurchased at $1,837 on 10/3/05 (Collateral: $1,945 Freddie Mac notes, 4%, due 6/12/13, value $1,880)	$	1,836		1,836
	Goldman Sachs & Company
		3.71%, dated 9/30/05, to be repurchased at $1,837 on 10/3/05 (Collateral: $1,831 Fannie Mae notes, 6%, due 4/1/35, value $1,875)		1,837		1,837

Total Repurchase Agreements (Identified Cost — $3,673)						3,673

Total Investments — 100.2% (Identified Cost — $47,628)						67,734
Other Assets Less Liabilities — (0.2)%						(123	)





Net Assets — 100%					$	67,611


^A	Non-income producing.

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Assets and Liabilities

Financial Services Fund

September 30, 2005 (Unaudited)

(Amounts in Thousands)










Assets:
	Investment securities at market value (Identified Cost — $43,955)			$64,061
	Short-term securities at value (Identified Cost — $3,673)			3,673
	Receivable for fund shares sold			15
	Dividends and interest receivable			51

				67,800




Liabilities:
	Payable for fund shares repurchased		$64
	Accrued management fee		40
	Accrued distribution and service fees		50
	Accrued expenses		35

				189

Net Assets				$67,611

Net assets consist of:




	Accumulated paid-in-capital applicable to:
		3,702 Primary Class shares outstanding		$36,321
		681 Financial Intermediary Class shares outstanding		6,271
	Accumulated net investment loss			(132)
	Undistributed net realized gain on investments			5,045
	Unrealized appreciation of investments			20,106

Net Assets				$67,611

Net Asset Value Per Share:
	Primary Class			$15.28

	Financial Intermediary Class			$16.22

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Operations

Financial Services Fund

For the Six Months Ended September 30, 2005 (Unaudited)

(Amounts in Thousands)










Investment Income:
	Dividends			$	548	^A
	Interest				45

			Total income				$	593




Expenses:
	Management fees				337




	Distribution and service fees:
		Primary Class			281
		Financial Intermediary Class			14
	Audit and legal fees				21
	Custodian fees				17
	Directors’ fees and expenses				9
	Registration fees				18
	Reports to shareholders				23




	Transfer agent and shareholder servicing expense:
		Primary Class			17
		Financial Intermediary Class			3
	Other expenses				15

					755
		Less fees waived			(38	)

			Total expenses, net of waivers					717

Net Investment Loss								(124	)




Net Realized and Unrealized Gain on Investments:
	Realized gain on investments				5,048
	Change in unrealized appreciation of investments				50





Net Realized and Unrealized Gain on Investments								5,098

Change in Net Assets Resulting From Operations							$	4,974


^A	Net of foreign taxes withheld of $1.

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Changes in Net Assets

Financial Services Fund

(Amounts in Thousands)


			For the
			Six Months			For the
			Ended			Year Ended
			9/30/05			3/31/05


			(Unaudited)




Change in Net Assets:
Net investment loss			$	(124	)	$	(256	)
Net realized gain on investments				5,048			7,735
Change in unrealized appreciation/(depreciation) of investments				50			(2,951	)

Change in net assets resulting from operations				4,974			4,528




Distributions to shareholders:




	From net realized gain on investments:
		Primary Class		(458	)		(7,893	)
		Financial Intermediary Class		(86	)		(1,550	)




Change in net assets from Fund share transactions:
		Primary Class		(3,241	)		2,972
		Financial Intermediary Class		(862	)		36

Change in net assets				327			(1,907	)




Net Assets:
Beginning of period				67,284			69,191

End of period			$	67,611		$	67,284

Undistributed net investment loss			$	(132	)	$	(8	)

See notes to financial statements.

Semi-Annual Report to Shareholders

Financial Highlights

Financial Services Fund

Primary Class:


		Six Months
		Ended			Years Ended March 31,
		September 30,
		2005			2005			2004			2003			2002			2001


		(Unaudited)
Net asset value, beginning of period		$	14.32		$	15.44		$	11.20		$	12.51		$	11.02		$	9.18

Investment operations:
	Net investment loss		(.04	)^A		(.07	)^A		(.08	)^A		(.08	)^A		(.09	)^A		(.05	)^A
	Net realized and unrealized gain/(loss) on investments		1.12			1.10			4.58			(1.23	)		1.58			1.89

	Total from investment operations		1.08			1.03			4.50			(1.31	)		1.49			1.84

Distributions:
	From net realized gain on investments		(.12	)		(2.15	)		(.26	)		—			—			—

	Total distributions		(.12	)		(2.15	)		(.26	)		—			—			—

Net asset value, end of period		$	15.28		$	14.32		$	15.44		$	11.20		$	12.51		$	11.02





Ratios/supplemental data:
	Total return		7.57	%^B		6.89	%		40.27	%		(10.47	)%		13.52	%		20.04	%
	Expenses to average net assets		2.25	%^A,C		2.25	%^A		2.25	%^A		2.25	%^A		2.25	%^A		2.25	%^A
	Net investment loss to average net assets		(.49	)%^A,C		(.50	)%^A		(.58	)%^A		(.64	)%^A		(.69	)%^A		(.55	)%^A
	Portfolio turnover rate		11.0	%^B		28.3	%		29.6	%		38.2	%		28.9	%		37.2	%
Net assets, end of period (in thousands)		$	56,562		$	56,139		$	57,398		$	40,367		$	45,473		$	46,705


^A	Net of fees waived by LMFA pursuant to a voluntary expense limitation of 2.25% through August 1, 2006. If no fees had been waived by LMFA, the annualized ratio of expenses to average daily net assets would have been as follows: for the six months ended September 30, 2005, 2.36% and for the years ended March 31, 2005, 2.38%; 2004, 2.35%; 2003, 2.46%; 2002, 2.44%; and 2001, 2.71%.


^B	Not annualized.

^C	Annualized.

See notes to financial statements.

Semi-Annual Report to Shareholders

Financial Highlights — Continued

Financial Intermediary Class (formerly Class A shares):


		Six Months
		Ended			Years Ended March 31,
		September 30,
		2005			2005			2004			2003			2002			2001


		(Unaudited)
Net asset value, beginning of period		$	15.14		$	16.10		$	11.58		$	12.84		$	11.22		$	9.28

Investment operations:
	Net investment income		.04	^D		.04	^D		.03	^D		.01	^D		.02	^D		.03	^D
	Net realized and unrealized gain/(loss) on investments		1.16			1.15			4.75			(1.27	)		1.60			1.91

	Total from investment operations		1.20			1.19			4.78			(1.26	)		1.62			1.94

Distributions:
	From net realized gain on investments		(.12	)		(2.15	)		(.26	)		—			—			—

	Total distributions		(.12	)		(2.15	)		(.26	)		—			—			—

Net asset value, end of period		$	16.22		$	15.14		$	16.10		$	11.58		$	12.84		$	11.22





Ratios/supplemental data:
	Total return		7.96	%^B		7.65	%		41.37	%^E		(9.81	)%^E		14.44	%^E		20.91	%^E
	Expenses to average net assets		1.50	%^C,D		1.50	%^D		1.50	%^D		1.50	%^D		1.50	%^D		1.50	%^D
	Net investment income to average net assets		.26	%^C,D		.24	%^D		.17	%^D		.12	%^D		.07	%^D		.21	%^D
	Portfolio turnover rate		11.0	%^B		28.3	%		29.6	%		38.2	%		28.9	%		37.2	%
Net assets, end of period (in thousands)		$	11,049		$	11,145		$	11,793		$	9,154		$	9,960		$	9,594


^D	Net of fees waived by LMFA pursuant to a voluntary expense limitation of 1.50% through August 1, 2006. If no fees had been waived by LMFA, the annualized ratio of expenses to average daily net assets would have been as follows: for the six months ended September 30, 2005, 1.60% and for the years ended March 31, 2005,1.59%; 2004, 1.55%; 2003, 1.65%; 2002, 1.64%; and 2001, 1.91%.


^E	Excluding sales charge applicable to Class A shares. Sales charges were eliminated beginning July 31, 2004.

See notes to financial statements.

Semi-Annual Report to Shareholders

Expense Example

U.S. Small-Capitalization Value Trust

Actual Expenses

Hypothetical Example for Comparison Purposes


		Beginning		Ending		Expenses Paid^A
		Account		Account		During the
		Value		Value		Period
		4/1/05		9/30/05		4/1/05 to 9/30/05


Primary Class
	Actual	$	1,000.00	$	1,054.80	$	10.30
	Hypothetical (5% return before expenses)		1,000.00		1,015.04		10.10
Institutional Class
	Actual	$	1,000.00	$	1,059.90	$	4.80
	Hypothetical (5% return before expenses)		1,000.00		1,020.41		4.71


^A	These calculations are based on expenses incurred in the most recent fiscal half-year. The dollar amount shown as “Expenses Paid” is equal to the annualized expense ratio of 2.00% and 0.93% for the Primary Class and Institutional Class respectively, multiplied by the average value over the period, multiplied by the number of days in the most recent fiscal half-year (183) and divided by 365.

Semi-Annual Report to Shareholders

Performance Information

U.S. Small-Capitalization Value Trust

Semi-Annual Report to Shareholders

Growth of a $10,000 Investment — Primary Class

(U.S. SMALL-CAPITALIZATION VALUE TRUST GRAPH)

Periods Ended September 30, 2005


	Cumulative		Average Annual
	Total Return		Total Return



One Year		+15.02%		+15.02%
Five Years		+112.18%		+16.24%
Life of Class*		+75.40%		+8.01%
* Inception date: June 15, 1998


	The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information please visit www.leggmasonfunds.com. The investment return and principal value of the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.


^A	Index returns are for periods beginning May 31, 1998.

Semi-Annual Report to Shareholders

Performance Information — Continued

Growth of a $1,000,000 Investment — Institutional Class

(U.S. SMALL-CAPITALIZATION VALUE TRUST GRAPH)

Periods Ended September 30, 2005


	Cumulative		Average Annual
	Total Return		Total Return



One Year		+16.39%		+16.39%
Five Years		+123.17%		+17.42%
Life of Class*		+90.54%		+9.26%
* Inception date: June 19, 1998


	The performance data quoted represents past performance and does not guarantee future results. The performance stated may have been due to extraordinary market conditions, which may not be duplicated in the future. Current performance may be lower or higher than the performance data quoted. To obtain the most recent month-end performance information please call 1-888-425-6432. The investment return and principal value of the Fund will fluctuate so that an investor’s shares, when redeemed, may be worth more or less than the original cost. Calculations assume reinvestment of dividends and capital gain distributions. Performance would have been lower if fees had not been waived in various periods.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of Fund shares.


^B	Index returns are for periods beginning June 30, 1998.

Semi-Annual Report to Shareholders

Portfolio Composition (As of September 30, 2005)^C

(As a percentage of the portfolio)

(U.S. SMALL-CAP VALUE TRUST SECTOR PIE CHART)

Top Ten Holdings (As of September 30, 2005)


	% of
Security	Net Assets


AmerUs Group Co.		1.5%
IndyMac Bancorp, Inc.		1.5%
The Commerce Group, Inc.		1.3%
Stone Energy Corporation		1.3%
UICI		1.2%
Hudson United Bancorp		1.2%
SkyWest, Inc.		1.2%
WPS Resources Corporation		1.1%
Borders Group, Inc.		1.1%
The Houston Exploration Company		1.1%


^C	The Fund is actively managed. As a result, the composition of its portfolio holdings and sectors is subject to change at any time.

Semi-Annual Report to Shareholders

Performance Information ^D — Continued

Selected Portfolio Performance ^E



Srongest performers for 3rd quarter 2005^F


1.	Correctional Services Corporation	+108.1%
2.	SkyWest, Inc.	+47.7%
3.	Encore Acquisition Company	+42.1%
4.	Encore Wire Corporation	+40.3%
5.	Universal Forest Products, Inc.	+38.3%
6.	Building Materials Holding Corporation	+34.8%
7.	Worthington Industries, Inc.	+34.3%
8.	Silicon Storage Technology, Inc.	+33.8%
9.	Applix, Inc.	+32.1%
10.	Westaff, Inc.	+31.4%



Weakest performers for 3rd quarter 2005^F


1.	Dana Corporation	-36.8%
2.	Russell Corporation	-31.2%
3.	Point.360	-29.1%
4.	Spectrum Brands, Inc.	-28.6%
5.	Schweitzer-Mauduit International, Inc.	-27.8%
6.	Finlay Enterprises, Inc.	-27.5%
7.	R & B, Inc.	-27.0%
8.	Axcelis Technologies, Inc.	-23.9%
9.	TransMontaigne Inc.	-23.9%
10.	ACE Cash Express, Inc.	-23.7%


^D	Portfolio changes are not reported for U.S. Small-Cap due to the Fund’s high volume of trading.


^E	Individual security performance is measured by the change in the security’s price; for stocks, dividends are assumed to be reinvested at the time they were paid.


^F	Securities held for the entire quarter.

Semi-Annual Report to Shareholders

Portfolio of Investments

U.S. Small-Capitalization Value Trust

September 30, 2005 (Unaudited)

(Amounts in Thousands)


		Shares/Par		Value


Common Stock and Equity Interests — 98.7%
Auto and Transportation — 6.8%
	Aftermarket Technology Corp.		39	$	710	^A
	Alamo Group Inc.		8		167
	American Axle & Manufacturing Holdings, Inc.		74		1,708
	ArvinMeritor, Inc.		141		2,361
	Asbury Automotive Group Inc.		48		818	^A
	Bandag, Incorporated		16		694	^A
	Bandag, Incorporated — Class A		12		431	^A
	Cooper Tire & Rubber Company		19		296
	Covenant Transport, Inc.		6		73	^A
	Dana Corporation		117		1,098
	Dura Automotive Systems, Inc.		6		26	^A
	ExpressJet Holdings, Inc.		109		978	^A
	Featherlite, Inc.		11		38	^A
	Mesa Air Group Inc.		61		506	^A
	Monaco Coach Corporation		59		874
	Navistar International Corporation		14		441	^A
	Offshore Logistics, Inc.		6		222	^A
	R & B, Inc.		11		117	^A
	Republic Airways Holdings Inc.		37		522	^A
	SCS Transportation, Inc.		19		299	^A
	SkyWest, Inc.		113		3,017
	Stoneridge, Inc.		46		378	^A
	Superior Industries International, Inc.		35		753
	Supreme Industries, Inc.		11		101
	Swift Transportation Co., Inc.		33		582	^A
	TRW Automotive Holdings Corp.		6		179	^A
	U.S. Xpress Enterprises, Inc.		14		157	^A
	Werner Enterprises, Inc.		1		19

					17,565

Consumer Discretionary — 23.5%
	American Greetings Corporation		89		2,441
	Ashworth, Inc.		15		101	^A
	Benihana Inc.		8		143	^A
	BJ’s Wholesale Club, Inc.		65		1,815	^A

Semi-Annual Report to Shareholders

Portfolio of Investments — Continued

U.S. Small-Capitalization Value Trust — Continued


		Shares/Par		Value


Consumer Discretionary — Continued
	Blyth, Inc.		45	$	1,005
	Bob Evans Farms, Inc.		8		171
	Books-A-Million, Inc.		10		88
	Borders Group, Inc.		132		2,931
	Brown Shoe Company, Inc.		37		1,211
	Burlington Coat Factory Warehouse Corporation		60		2,298
	Cadmus Communications Corporation		17		350
	Carriage Services, Inc.		36		229	^A
	CBRL Group, Inc.		1		44
	Champps Entertainment, Inc.		23		160	^A
	Charming Shoppes, Inc.		44		475	^A
	Chromcraft Revington, Inc.		11		149	^A
	Claire’s Stores, Inc.		17		408
	Convergys Corporation		144		2,063	^A
	Corinthian Colleges Inc.		78		1,034	^A
	Correctional Services Corporation		9		55	^A
	CSS Industries, Inc.		22		715
	Cycle Country Accessories Corp.		10		29	^A
	Department 56, Inc.		24		300	^A
	Dover Downs Gaming & Entertainment, Inc.		6		83
	Duratek, Inc.		12		226	^A
	EarthLink, Inc.		158		1,691	^A
	Ethan Allen Interiors Inc.		46		1,439
	Exponent, Inc.		8		239	^A
	Finlay Enterprises, Inc.		18		164	^A
	Flexsteel Industries, Inc.		11		170
	Fresh Brands, Inc.		4		28	^A
	Frisch’s Restaurants, Inc.		6		143
	Furniture Brands International, Inc.		106		1,904
	Genesco Inc.		38		1,426	^A
	Global Imaging Systems, Inc.		1		20	^A
	Gray Television Inc.		18		185
	Group 1 Automotive, Inc.		47		1,286	^A
	Handleman Company		46		577
	Hastings Entertainment, Inc.		21		123	^A
	Haverty Furniture Companies, Inc.		5		64

Semi-Annual Report to Shareholders


		Shares/Par		Value


Consumer Discretionary — Continued
	IKON Office Solutions, Inc.		193	$	1,924
	Jack in the Box Inc.		64		1,923	^A
	JAKKS Pacific, Inc.		35		560	^A
	Journal Register Company		45		725
	K-Swiss Inc.		14		405
	Kellwood Company		46		1,176
	Kenneth Cole Productions, Inc.		11		287
	Koss Corporation		2		42
	La-Z-Boy Incorporated		93		1,231
	Landry’s Restaurants, Inc.		7		208
	Lazare Kaplan International Inc.		6		61	^A
	Libbey Inc.		15		223
	Linens ’n Things, Inc.		7		182	^A
	Lithia Motors, Inc.		22		626
	Mity Enterprises, Inc.		5		84	^A
	Movie Gallery, Inc.		30		313
	Navigant International, Inc.		31		381	^A
	Opinion Research Corporation		5		32	^A
	P & F Industries, Inc.		1		17	^A
	Papa John’s International, Inc.		30		1,494	^A
	PC Connection, Inc.		35		193	^A
	PDI, Inc.		29		450	^A
	PETCO Animal Supplies, Inc.		29		607
	Point.360		10		22	^A
	Pre-Paid Legal Services, Inc.		12		457
	Q.E.P. Co., Inc.		3		29	^A
	Rent-A-Center, Inc.		48		935	^A
	REX Stores Corporation		22		306	^A
	Russell Corporation		66		925
	Ryan’s Restaurant Group Inc.		85		987	^A
	School Specialty, Inc.		21		1,015	^A
	ShopKo Stores, Inc.		60		1,523	^A
	Sonic Automotive, Inc.		59		1,304
	Spectrum Brands, Inc.		18		412	^A
	Stage Stores, Inc.		55		1,471
	Stanley Furniture Company, Inc.		16		429

Semi-Annual Report to Shareholders

Portfolio of Investments — Continued

U.S. Small-Capitalization Value Trust — Continued


		Shares/Par		Value


Consumer Discretionary — Continued
	StarTek, Inc.		29	$	385
	Strattec Security Corporation		7		353	^A
	Tandy Brands Accessories, Inc.		11		125’
	Tech Data Corporation		25		907	^A
	Tempur-Pedic International Inc.		37		442	^A
	The Bon-Ton Stores, Inc.		18		340
	The Timberland Company		7		236	^A
	Tupperware Corporation		78		1,765
	United Auto Group, Inc.		57		1,890
	Vertrue Incorporated		15		560	^A
	Volt Information Sciences, Inc.		11		217	^A
	Waste Industries USA, Inc.		24		318
	Water Pik Technologies, Inc.		19		386	^A
	Westaff, Inc.		21		96	^A
	Zale Corporation		82		2,240	^A

					61,202

Consumer Staples — 3.6%
	Alliance One International, Inc.		62		220
	Chiquita Brands International, Inc.		73		2,046
	Del Monte Foods Company		41		436	^A
	Ingles Markets, Incorporated		1		22
	NBTY, Inc.		51		1,206	^A
	Ruddick Corporation		84		1,943
	Sanderson Farms, Inc.		11		401
	Schweitzer-Mauduit International, Inc.		30		665
	Smart & Final Inc.		35		450	^A
	Universal Corporation		52		2,004
	Weider Nutrition International, Inc.		11		57	^A

					9,450

Energy — 4.3%
	Cimarex Energy Co.		46		2,076	^A
	Encore Aquisition Company		36		1,399	^A
	EnergySouth, Inc.		6		173
	Forest Oil Corporation		4		229	^A

Semi-Annual Report to Shareholders


		Shares/Par		Value


Energy — Continued
	GrafTech International Ltd.		51	$	277	^A
	NewMarket Corporation		22		381	^A
	Stone Energy Corporation		54		3,266	^A
	The Houston Exploration Company		41		2,771	^A
	TransMontaigne Inc.		75		595	^A

					11,167

Financials — 35.8%
	21st Century Insurance Group		65		1,042
	ABC Bancorp		18		339
	ACE Cash Express, Inc.		18		345	^A
	Advanta Corp.		15		383
	Alfa Corporation		49		818
	Allmerica Financial Corporation		23		954	^A
	American Financial Group, Inc.		52		1,768
	American National Bankshares Inc.		10		225
	AmerUs Group Co.		69		3,959
	Anchor BanCorp Wisconsin, Inc.		41		1,194
	Argonaut Group, Inc.		28		769	^A
	Arrow Financial Corporation		4		119
	BancFirst Corporation		9		767
	BancorpSouth, Inc.		47		1,083
	California First National Bancorp		10		125
	Camden National Corporation		12		448
	Capital Title Group, Inc.		4		30
	Cash America International, Inc.		30		627
	Ceres Group, Inc.		69		389	^A
	Chemical Financial Corporation		40		1,315
	Chittenden Corporation		7		172
	CNA Surety Corporation		45		633	^A
	Columbia Banking System, Inc.		24		627
	Community Bank System, Inc.		31		692
	Community Trust Bancorp, Inc.		25		797
	Corus Bankshares, Inc.		36		1,985
	Delphi Financial Group, Inc.		41		1,907
	Deluxe Corporation		65		2,626

Semi-Annual Report to Shareholders

Portfolio of Investments — Continued

U.S. Small-Capitalization Value Trust — Continued


		Shares/Par		Value


Financials — Continued
	Direct General Corporation		40	$	795
	Donegal Group Inc. — Class A		6		120
	Donegal Group Inc. — Class B		3		48
	Downey Financial Corp.		39		2,375
	FBL Financial Group, Inc.		56		1,668
	First Bancorp		1		27
	First Commonwealth Financial Corporation		21		279
	First Community Bancshares, Inc.		6		182
	First Financial Corporation		0		5
	First Financial Holdings, Inc.		19		581
	First Financial Service Corporation		5		144
	First M&F Corporation		5		191
	First Mutual Bancshares, Inc.		6		154
	First Place Financial Corp.		4		97
	First United Corporation		8		163
	Firstbank Corporation		1		28
	FirstFed Financial Corp.		26		1,404	^A
	Flagstar Bancorp, Inc.		42		681
	Flushing Financial Corporation		32		530
	FNB Corp.		7		129
	FNB Corporation		12		332
	FNB Financial Services Corporation		12		204
	Fremont General Corporation		107		2,334
	German American Bancorp		7		93
	Great American Financial Resources, Inc.		39		774
	Greater Bay Bancorp		13		330
	Greene County Bancshares, Inc.		0		9
	Harleysville Group Inc.		14		346
	Harrington West Financial Group, Inc.		8		130
	Hilb, Rogal and Hamilton Company		31		1,153
	HMN Financial, Inc.		6		188
	Hudson United Bancorp		71		3,018
	IBERIABANK Corporation		6		312
	IndyMac Bancorp, Inc.		97		3,835
	Infinity Property & Casualty Corporation		40		1,400
	Integra Bank Corporation		5		102

Semi-Annual Report to Shareholders


		Shares/Par		Value


Financials — Continued
	International Bancshares Corporation		13	$	379
	Intersections Inc.		17		204	^A
	Irwin Financial Corporation		57		1,168
	ITLA Capital Corporation		7		383	^A
	John H. Harland Company		50		2,238
	Lakeland Financial Corporation		6		232
	LandAmerica Financial Group, Inc.		31		2,030
	MAF Bancorp, Inc.		28		1,139
	MainSource Financial Group, Inc.		9		151
	Meadowbrook Insurance Group, Inc.		48		267	^A
	Merchants Bancshares, Inc.		4		109
	National Western Life Insurance Company		4		824	^A
	NBT Bancorp Inc.		20		480
	NCO Group, Inc.		59		1,223	^A
	North Central Bancshares, Inc.		3		94
	North Valley Bancorp		11		192
	Northrim BanCorp Inc.		8		203
	Nymagic, Inc.		3		83
	Odyssey Re Holdings Corp.		101		2,574
	Ohio Casualty Corporation		55		1,496
	Old Point Financial Corporation		2		49
	Oriental Financial Group Inc.		26		313
	PAB Bankshares, Inc.		14		214
	Parkvale Financial Corporation		9		237
	PennFed Financial Services, Inc.		1		24
	Penns Woods Bancorp, Inc.		4		175
	Peoples Bancorp Inc.		19		525
	PFF Bancorp, Inc.		27		813
	Piper Jaffray Companies, Inc.		24		714	^A
	Presidential Life Corporation		33		598
	Provident Bankshares Corporation		24		841
	Raymond James Financial, Inc.		10		318
	Renasant Corporation		15		472
	Republic Bancorp, Inc.		108		1,527
	Republic First Bancorp, Inc.		12		149	^A
	S&T Bancorp, Inc.		8		302

Semi-Annual Report to Shareholders

Portfolio of Investments — Continued

U.S. Small-Capitalization Value Trust — Continued


		Shares/Par		Value


Financials — Continued
	Safety Insurance Group, Inc.		27	$	947
	Sierra Bancorp		6		142
	Simmons First National Corporation		8		240
	Southwest Bancorp, Inc.		11		233
	StanCorp Financial Group, Inc.		7		589
	Sterling Financial Corporation		23		516
	Stewart Information Services Corporation		29		1,459
	Taylor Capital Group, Inc.		6		210
	Texas United Bancshares, Inc.		3		67
	The Commerce Group, Inc.		57		3,284
	The Navigators Group, Inc.		22		839	^A
	Timberland Bancorp, Inc.		6		148
	Triad Guaranty Inc.		20		783	^A
	TriCo Bancshares		14		292
	Trustmark Corporation		63		1,763
	UICI		84		3,031
	Unico American Corporation		5		48	^A
	United Bankshares, Inc.		18		626
	United Community Financial Corp.		24		267
	United Fire & Casualty Company		7		293
	United Rentals, Inc.		27		532	^A
	United Security Bancshares, Inc.		6		159
	Washington Banking Company		5		87
	Washington Federal, Inc.		24		537
	West Coast Bancorp		13		325
	Westcorp		31		1,810
	World Acceptance Corporation		23		572	^A
	WSFS Financial Corporation		4		236
	Yadkin Valley Bank and Trust Company		6		84

					93,158

Health Care — 2.8%
	America Service Group Inc.		15		245	^A
	American Equity Investment Life Holding Company		47		538
	AMERIGROUP Corporation		19		354
	Apria Healthcare Group Inc.		79		2,521	^A

Semi-Annual Report to Shareholders


		Shares/Par		Value


Health Care — Continued
	Atrion Corporation		2	$	117
	CONMED Corporation		4		98	^A
	Magellan Health Services, Inc.		42		1,490	^A
	Molina Healthcare Inc.		31		775	^A
	National Home Health Care Corp.		12		134
	Odyssey Healthcare, Inc.		59		1,001	^A

					7,273

Information Technology — 4.6%
	Catalyst Semiconductor, Inc.		3		13	^A
	Catapult Communications Corporation		17		310	^A
	Cherokee International Corporation		5		16	^A
	Corillian Corporation		77		246	^A
	CyberOptics Corporation		5		64	^A
	Ditech Communications Corporation		42		280	^A
	Dynamics Research Corporation		12		198	^A
	En Pointe Technologies, Inc.		2		7	^A
	ePlus inc		4		47	^A
	Hi-Shear Technology Corporation		3		8	^A
	Hutchinson Technology Incorporated		25		643	^A
	Innodata Isogen, Inc.		32		81	^A
	InterVideo Inc.		21		208	^A
	Journal Communications, Inc.		13		189
	Magma Design Automation, Inc.		20		164	^A
	OmniVision Technologies, Inc.		81		1,018	^A
	Overland Storage, Inc.		6		48	^A
	Pervasive Software Inc.		6		23	^A
	Pomeroy IT Solutions, Inc.		16		185	^A
	QAD Inc.		8		67
	Sensient Technologies Corporation		84		1,598
	Silicon Storage Technology, Inc.		23		124	^A
	Staktek Holdings Inc.		52		188	^A
	SYNNEX Corporation		35		593	^A
	TESSCO Technologies Incorporated		8		98	^A
	TSR, Inc.		7		37
	TTM Technologies, Inc.		53		382	^A

Semi-Annual Report to Shareholders

Portfolio of Investments — Continued

U.S. Small-Capitalization Value Trust — Continued


		Shares/Par		Value


Information Technology — Continued
	United Industrial Corporation		20	$	704
	United Online, Inc.		117		1,622
	Westell Technologies, Inc.		72		261	^A
	Western Digital Corporation		186		2,401	^A
	Wireless Telecom Group, Inc.		40		106

					11,929

Materials — 5.8%
	Ameron International Corporation		15		673
	Bluegreen Corporation		36		641	^A
	Building Materials Holding Corporation		24		2,199
	Cytec Industries Inc.		4		160
	Encore Wire Corporation		8		127	^A
	Ennis Business Forms, Inc.		2		29
	Gibraltar Industries Inc.		38		877
	Hercules Incorporated		139		1,694	^A
	Hines Horticulture, Inc.		22		82	^A
	Lennox International Inc.		17		474
	Mod-Pac Corporation		2		26	^A
	NCI Building Systems, Inc.		14		563	^A
	Northwest Pipe Company		2		44	^A
	Olin Corporation		27		511
	Paxar Corporation		7		123	^A
	PolyOne Corporation		119		721	^A
	Silgan Holdings Inc.		30		998
	The Anderson’s Inc.		7		208
	The Timken Company		12		367
	Tredegar Corporation		25		328
	United-Guardian, Inc.		2		18
	Universal Forest Products, Inc.		29		1,651
	Wheeling-Pittsburgh Corporation		19		314	^A
	Worthington Industries, Inc.		108		2,275

					15,103

Miscellaneous — 0.1%
	Hawkins, Inc.		16		213

Semi-Annual Report to Shareholders


		Shares/Par		Value


Producer Durables — 4.0%
	AGCO Corporation		117	$	2,131	^A
	All American Semiconductor, Inc.		8		35	^A
	Axcelis Technologies, Inc.		107		556	^A
	Beazer Homes USA, Inc.		17		968
	Briggs & Stratton Corporation		67		2,307
	Craftmade International, Inc.		9		169
	Dominion Homes, Inc.		4		64	^A
	Ducommun Incorporated		15		326	^A
	ElkCorp		26		934
	Kennametal Inc.		5		240
	Mesa Laboratories, Inc.		2		22
	Orbital Sciences Corporation		70		870	^A
	Sigmatron International, Inc.		5		45	^A
	Standard Pacific Corp.		1		33
	Standex International Corporation		25		658
	Summa Industries		7		54
	Superior Essex Inc.		10		186	^A
	Technology Research Corporation		8		29
	Tektronix, Inc.		12		305
	WCI Communities, Inc.		4		108	^A
	WesBanco, Inc.		15		402

					10,442

Technology — 1.0%
	Applix, Inc.		6		35	^A
	Dataram Corporation		11		73
	Intervoice, Inc.		42		377	^A
	Lecroy Corporation		13		189	^A
	MIVA, Inc.		40		240	^A
	SERENA Software, Inc.		45		905	^A
	Sigmatel Incorporated		44		891	^A

					2,710

Semi-Annual Report to Shareholders

Portfolio of Investments — Continued

U.S. Small-Capitalization Value Trust — Continued


		Shares/Par		Value


Utilities — 6.4%
	Atmos Energy Corporation		46	$	1,291
	Chesapeake Utilities Corporation		10		344
	Commonwealth Telephone Enterprises, Inc.		13		475
	CT Communications, Inc.		25		303
	Duquesne Light Holdings Inc.		102		1,754
	Green Mountain Power Corporation		1		20
	HickoryTech Corporation		3		23
	IDACORP, Inc.		31		919
	InfoSpace, Inc.		17		410	^A
	New Jersey Resources Corporation		4		198
	Nicor Inc.		10		403
	Peoples Energy Corporation		61		2,418
	Puget Energy, Inc.		26		608
	South Jersey Industries, Inc.		34		997
	TALK America Holdings, Inc.		54		513	^A
	The Laclede Group, Inc.		4		143
	Vectren Corporation		4		125
	WGL Holdings Inc.		81		2,593
	WPS Resources Corporation		51		2,971

					16,508

Total Common Stock and Equity Interests (Identified Cost — $202,701)					256,720

Semi-Annual Report to Shareholders


		Shares/Par		Value


Repurchase Agreements — 1.7%
Bank of America
	3.78%, dated 9/30/05, to be repurchased at $2,190 on 10/3/05 (Collateral: $2,210 Freddie Mac notes, 4.3%, due 5/5/08, value $2,235)	$	2,190	$	2,190
Goldman Sachs & Company
	3.71%, dated 9/30/05, to be repurchased at $2,190 on 10/3/05 (Collateral: $2,184 Fannie Mae notes, 6%, due 4/1/35, value $2,235)		2,189		2,189

Total Repurchase Agreements (Identified Cost — $4,379)					4,379

Total Investments — 100.4% (Identified Cost — $207,080)					261,099
Other Assets Less Liabilities — (0.4)%					(949	)


				$	260,150




Net assets — 100%


^A	Non-income producing.

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Assets and Liabilities

U.S. Small-Capitalization Value Trust

September 30, 2005 (Unaudited)

(Amounts in Thousands)










Assets:
	Investment securities at market value (Identified Cost – $202,701)					$	256,720
	Short-term securities at value (Identified Cost – $4,379)						4,379
	Receivable for fund shares sold				��		260
	Dividend and interest receivable						281

							261,640




Liabilities:




	Payable for:
		Payable for fund shares repurchased	$	677
		Payable for securities purchased		371
		Accrued management fee		170
		Accrued distribution and service fees		192
		Accrued expenses		80

							1,490

Net Assets						$	260,150





Net assets consist of:




	Accumulated paid-in-capital applicable to:
		16,589 Primary Class shares outstanding				$	174,618
		1,475 Institutional Class shares outstanding					20,006
	Accumulated net investment loss						(520	)
	Undistributed net realized gain on investments						12,027
	Unrealized appreciation of investments						54,019

Net Assets						$	260,150

Net Asset Value Per Share:
	Primary Class					$	14.29

	Institutional Class					$	15.60

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Operations

U.S. Small-Capitalization Value Trust

For the Six Months Ended September 30, 2005 (Unaudited)

(Amounts in Thousands)










Investment Income:
	Dividends			$	1,910
	Interest				82

			Total income				$	1,992




Expenses:
	Management fees				1,027
	Distribution and service fees Primary Class				1,206
	Audit and legal fees				24
	Custodian fees				45
	Directors’ fees and expenses				18
	Registration fees				17
	Reports to shareholders				46




	Transfer agent and shareholder servicing expense:
		Primary Class			103
		Institutional Class			1
	Other expenses				19

					2,506
		Less fees waived			(4	)

			Total expenses, net of waivers					2,502

Net Investment Income/(Loss)								(510	)




Net Realized and Unrealized Gain/(Loss) on Investments:
	Realized gain on investments				12,011
	Change in unrealized appreciation of investments				2,200





Net Realized and Unrealized Gain on Investments								14,211

Change in Net Assets Resulting From Operations							$	13,701

See notes to financial statements.

Semi-Annual Report to Shareholders

Statement of Changes in Net Assets

U.S. Small-Capitalization Value Trust

(Amounts in Thousands)


			For the			For the
			Six Months			Year
			Ended			Ended
			9/30/05			3/31/05



			(Unaudited)




Change in Net Assets:
Net investment loss			$	(510	)	$	(818	)
Net realized gain on investments				12,011			30,922
Change in unrealized appreciation/(depreciation) of investments				2,200			(7,166	)

Change in net assets resulting from operations				13,701			22,938




Distributions to shareholders:




	From net realized gain on investments:
		Primary Class		(15,136	)		(22,962	)
		Institutional Class		(858	)		(1,094	)




Change in net assets from Fund share transactions:
		Primary Class		(3,163	)		17,719
		Institutional Class		8,538			3,765

Change in net assets				3,082			20,366




Net Assets:
Beginning of period				257,068			236,702

End of period			$	260,150		$	257,068

Undistributed net investment loss			$	(520	)	$	(10	)

See notes to financial statements.

Semi-Annual Report to Shareholders

Financial Highlights

U.S. Small-Capitalization Value Trust

Primary Class:


		Six Months
		Ended			Years Ended March 31,
		September 30,
		2005			2005			2004			2003			2002			2001



		(Unaudited)
Net asset value, beginning of period		$	14.43		$	14.52		$	8.93		$	11.73		$	9.05		$	7.45

Investment operations:
	Net investment loss		(.03	)		(.05	)		(.07	)^A		(.06	)^A		(.06	)^A		(.02	) ^A
	Net realized and unrealized gain/(loss) on investments		.80			1.38			5.75			(2.74	)		2.74			1.62

	Total from investment operations		.77			1.33			5.68			(2.80	)		2.68			1.60

Distributions:
	From net realized gain on investments		(.91	)		(1.42	)		(.09	)		—			—			—

	Total distributions		(.91	)		(1.42	)		(.09	)		—			—			—

Net asset value, end of period		$	14.29		$	14.43		$	14.52		$	8.93		$	11.73		$	9.05

Ratios/supplemental data:
	Total return		5.48	%^B		9.67	%		63.71	%		(23.87	)%		29.61	%		21.48	%
	Expenses to average net assets		2.00	%^C		2.00	%		2.00	%^A		2.00	%^A		2.00	%^A		2.00	% ^A
	Net investment income to average net assets		(.47	)%^C		(.39	)%		(.61	)% ^A		(.52	)% ^A		(.82	)% ^A		(.21	)% ^A
	Portfolio turnover rate		16.9	%^B		46.7	%		44.3	%		61.0	%		32.1	%		60.7	%
Net assets, end of period (in thousands)			$237,140			$242,719			$226,351			$144,447			$182,201			$68,629


^A	Net of fees waived by LMFA pursuant to a voluntary expense limitation of 2.00% of average daily net assets through August 1, 2006. If no fees had been waived by LMFA, the annualized ratio of expenses to average daily net assets would have been as follows: for the years ended March 31, 2004, 2.05%; 2003, 2.13%; 2002, 2.24%; and 2001, 2.46%.


^B	Not annualized.

^C	Annualized.

See notes to financial statements.

Semi-Annual Report to Shareholders

Financial Highlights — Continued

Institutional Class:


		Six Months
		Ended			Years Ended March 31,
		September 30,
		2005			2005			2004			2003			2002			2001



		(Unaudited)
Net asset value, beginning of period		$	15.59		$	15.39		$	9.36		$	12.16		$	9.30		$	7.59

Investment operations:
	Net investment income/(loss)		(.01	)		.09			.05			.05^B			(.02	) ^B		.02^B
	Net realized and unrealized gain/(loss) on investments		.93			1.53			6.07			(2.85	)		2.88			1.69

	Total from investment operations		.92			1.62			6.12			(2.80	)		2.86			1.71

Distributions:
	From net realized gain on investments		(.91	)		(1.42	)		(.09	)		—			—			—

	Total distributions		(.91	)		(1.42	)		(.09	)		—			—			—

Net asset value, end of period		$	15.60		$	15.59		$	15.39		$	9.36		$	12.16		$	9.30

Ratios/supplemental data:
	Total return		5.99	%^B		11.06	%		65.49	%		(23.03	)%		30.75	%		22.53	%
	Expenses to average net assets		.93	%^C		.93	%		.98	%		1.00	% ^D		1.00	% ^D		1.00	% ^D
	Net investment income to average net assets		.60	%^C		.69	%		.41	%		.50	%^D		.18	%^D		.82	% ^D
	Portfolio turnover rate		16.9	%^B		46.7	%		44.3	%		61.0	%		32.1	%		60.7	%
Net assets, end of period (in thousands)			$23,010			$14,349			$10,351			$5,589			$5,529			$711


^D	Net of fees waived by LMFA pursuant to a voluntary expense limitation of 1.00% of average daily net assets through August 1, 2006. If no fees had been waived by the adviser, the annualized ratio of expenses to average daily net assets would have been as follows: for the years ended March 31, 2003, 1.05%; 2002, 1.20%; and 2001, 1.43%.

See notes to financial statements.

Semi-Annual Report to Shareholders

Notes to Financial Statements

Legg Mason Investors Trust, Inc.
(Amounts in Thousands) (Unaudited)

1. Organization and Significant Accounting Policies:

The Legg Mason Investors Trust, Inc. (“Corporation”), consisting of American Leading Companies Trust (“American Leading Companies”), Balanced Trust (“Balanced Trust”), Financial Services Fund (“Financial Services”) and U.S. Small-Capitalization Value Trust (“U.S. Small-Cap”) (each a “Fund”), is registered under the Investment Company Act of 1940, as amended (“1940 Act”), as an open-end, diversified investment company.

Each Fund offers Primary Class and Institutional Class shares. The Institutional Class of Financial Services is not currently active. American Leading Companies, Balanced Trust and Financial Services also offer an additional class of shares: Financial Intermediary Class. The Financial Intermediary Class of American Leading Companies is not currently active. The Financial Intermediary Class of Financial Services was formerly known as Class A. The income and expenses of the Funds are allocated proportionately to each class of shares based on daily net assets, except for Rule 12b-1 distribution and service fees, which are charged only on Primary Class and Financial Intermediary Class shares, and transfer agent and shareholder servicing expenses, which are determined separately for each class.

Preparation of the financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Actual results could differ from those estimates. The following is a summary of significant accounting policies followed by the Funds in the preparation of their financial statements:

Security Valuation

Equity securities traded on national securities exchanges are valued at the last quoted sales price, except securities traded on the Nasdaq Stock Market, Inc. (“NASDAQ”) which are valued in accordance with the NASDAQ Official Closing Price. Over the counter securities are valued at the mean between the latest bid and asked prices as furnished by dealers who make markets in such securities or by an independent pricing service. Fixed income securities for which market quotations are readily available are valued at current market value.

Each Fund’s securities are valued on the basis of available market quotations or, lacking such quotations, at fair value as determined under policies approved by the Board of Directors. A Fund may use fair value pricing instead of market quotations to value one or more securities if the Fund believes that, because of special circumstances, doing so would more accurately reflect the prices the Fund expects to realize on the current sale of those securities. Further, because of the inherent uncertainty of valuation, those estimated values may differ significantly from the values that would have been used had a ready market for the investments existed, and the differences could be material. At September 30, 2005, there were no fair valued securities for any of the Funds.

Semi-Annual Report to Shareholders

Notes to Financial Statements — Continued

Legg Mason Investors Trust, Inc. — Continued

Security Transactions

Security transactions are recorded on the trade date. Realized gains and losses from security transactions are reported on an identified cost basis for both financial reporting and federal income tax purposes.

For the six months ended September 30, 2005, investment transactions (excluding short-term investments and U.S. government securities) were:


	Purchases		Proceeds From Sales


American Leading Companies	$	63,720	$	51,396
Balanced Trust		8,334		12,001
Financial Services		7,050		11,864
U.S. Small-Cap		43,065		54,351

Transactions in U.S. government securities for Balanced Trust were purchases of $1,506 and proceeds from sales of $4,278. There were no transactions in U.S. government securities for the other Funds.

Foreign Currency Translation

Assets and liabilities initially expressed in non-U.S. currencies are translated into U.S. dollars using currency exchange rates determined prior to the close of trading on the Exchange, usually at 2:00 p.m. Eastern time. Purchases and sales of securities and income and expenses are translated into U.S. dollars at the prevailing market rates on the dates of such transactions. The effects of changes in non-U.S. currency exchange rates on investment securities and other assets and liabilities are included with the net realized and unrealized gain or loss on investment securities.

Repurchase Agreements

The Funds may engage in repurchase agreement transactions. Under the terms of a typical repurchase agreement, a fund takes possession of an underlying debt obligation subject to an obligation of the seller to repurchase, and a fund to resell, the obligation at an agreed-upon price and time, thereby determining the yield during a fund’s holding period. This arrangement results in a fixed rate of return that is not subject to market fluctuations during the fund’s holding period. The value of the collateral is at all times at least equal to the total amount of the repurchase obligation, including interest. In the event of counterparty default, a fund has the right to use the collateral to satisfy the terms of the repurchase agreement. However, there could be potential loss to the fund in the event the fund is delayed or prevented from exercising its right to dispose of the collateral securities, including the risk of a possible decline in the value of the collateral securities during the period in which the fund seeks to assert its rights. The Funds’ investment advisers review the value of the collateral and

Semi-Annual Report to Shareholders

the creditworthiness of those banks and dealers with which the Funds enter into repurchase agreements to evaluate potential risks.

Compensating Balance Credits

The Funds have an arrangement with their custodian bank, whereby a portion of the custodian’s fee is paid indirectly by credits earned on the Funds’ cash on deposit with the bank. This deposit arrangement is an alternative to purchasing overnight investments. For the six months ended September 30, 2005, Balanced Trust earned less than $1 in compensating balance credits. There were no compensating balance credits earned by American Leading Companies, Financial Services or U.S. Small-Cap.

Commission Recapture

American Leading Companies has entered into a directed brokerage agreement with State Street Bank. Under the agreement, State Street Bank will rebate to the Fund a percentage of commissions generated by the Fund. During the six months ended September 30, 2005, no commissions were recaptured.

Investment Income and Distributions to Shareholders

Interest income and expenses are recorded on the accrual basis. Bond premiums and discounts are amortized for financial reporting and federal income tax purposes. Dividend income is recorded on the ex-dividend date. Dividends from net investment income, if available, are determined at the class level and paid annually for American Leading Companies, Financial Services and U.S. Small-Cap, and quarterly for Balanced Trust. Distributions from net realized gains, which are calculated at the Fund level, are declared and paid annually in June, if available. An additional distribution may be made in December, to the extent necessary, in order to comply with federal excise tax requirements.

Other

In the normal course of business, the Funds enter into contracts that provide general indemnifications. Each Fund’s maximum exposure under these arrangements is dependent on claims that may be made against that Fund in the future and, therefore, cannot be estimated; however, based on experience, the risk of material loss from such claims is considered remote.

2. Federal Income Taxes:

No provision for federal income or excise taxes is required since each Fund intends to continue to qualify as a regulated investment company and distribute substantially all of its taxable income and capital gains to its shareholders. Because federal income tax regulations

Semi-Annual Report to Shareholders

Notes to Financial Statements — Continued

Legg Mason Investors Trust, Inc. — Continued

differ from accounting principles generally accepted in the United States of America, income and capital gain distributions determined in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Additionally, net short-term realized gains and gains on foreign currency transactions are treated as “ordinary income” for tax purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. The amount and character of tax-basis distributions and composition of net assets are finalized at fiscal year-end; accordingly, tax-basis balances have not been determined as of September 30, 2005.

The Funds intend to retain realized capital gains that may be offset against available capital loss carryforwards for federal income tax purposes. Unused capital loss carryforwards for federal income tax purposes at March 31, 2005 for American Leading Companies were: $4,042 and $5,236, expiring in 2011 and 2012 respectively. There were no capital loss carryforwards for Balanced Trust, Financial Services and U.S. Small-Cap at March 31, 2005.

3. Transactions With Affiliates:

American Leading Companies has an investment advisory and management agreement with Legg Mason Capital Management, Inc. (“LMCM”). Pursuant to the agreement, LMCM provides American Leading Companies with investment advisory, management and administrative services for which the Fund pays a fee, computed daily and payable monthly, at an annual rate of the Fund’s average daily net assets.

On April 1, 2005, Legg Mason Capital Management, Inc. LMCM replaced Legg Mason Funds Management, Inc. (“LMFM”) as Investment Manager of American Leading Companies. LMCM and LMFM are both wholly owned subsidiaries of Legg Mason, Inc. and the advisory personnel who managed the Fund as employees of LMFM continue to do so as employees of LMCM. The compensation arrangements between the Fund and LMCM are identical to the previous arrangements between the Fund and LMFM.

Balanced Trust, Financial Services and U.S. Small-Cap have management agreements with Legg Mason Fund Adviser, Inc. (“LMFA”). Pursuant to their respective agreements, LMFA provides these Funds with management and administrative services for which these Funds pay a fee, computed daily and payable monthly, at an annual rate of each Fund’s average daily net assets.

LMCM and LMFA have voluntarily agreed to waive their fees in any month to the extent a Fund’s expenses (exclusive of taxes, interest, brokerage and extraordinary expenses) exceed during that month certain annual rates of that Fund’s average daily net assets until August 1,

Semi-Annual Report to Shareholders

2006. The following charts summarize the management fees and expense limitations for each of the Funds:

Management Fees


	Management
Fund	Fee		Asset Breakpoint


American Leading Companies		0.75%	$0 – $1 billion
		0.65%	in excess of $1 billion
Balanced Trust		0.75%	all asset levels
Financial Services		1.00%	$0 – $100 million
		0.75%	$100 million – $1 billion
		0.65%	in excess of $1 billion
U.S. Small-Cap		0.85%	$0 – $100 million
		0.75%	$100 million – $1 billion
		0.65%	in excess of $1 billion

Expense Limitations

Financial

Intermediary

Institutional

Fund

Primary Class

Class

American Leading Companies

1.95%

N/A

0.95%

Balanced Trust

1.85%

1.35%

1.10%

Financial Services

2.25%

1.50%

N/A

U.S. Small-Cap

2.00%

N/A

1.00%

Barrett Associates, Inc. (“Barrett”), formerly Gray, Seifert & Co., Inc., serves as investment adviser to Financial Services. Barrett is responsible for the actual investment activity of the Fund. LMFA pays Barrett a fee for its services, computed daily and payable monthly, at an annual rate of 60% of the fee received by LMFA.

Bartlett & Co. (“Bartlett”) serves as investment adviser to Balanced Trust. Bartlett is responsible for the actual investment activity of the Fund. LMFA pays Bartlett a fee for its services, computed daily and payable monthly, at an annual rate equal to 66 2/3% of the fee received by LMFA.

Brandywine Asset Management, LLC (“Brandywine”) serves as investment adviser to U.S. Small-Cap. Brandywine is responsible for the actual investment activity of the Fund. LMFA pays Brandywine a fee for its services, computed daily and payable monthly, at an annual rate equal to 58.8% of the fee received by LMFA.

N/A — Not applicable.

Semi-Annual Report to Shareholders

Notes to Financial Statements — Continued

Legg Mason Investors Trust, Inc. — Continued

Legg Mason Wood Walker, Incorporated (“Legg Mason”), a member of the New York Stock Exchange, serves as distributor of the Funds. Legg Mason receives an annual distribution fee and an annual service fee based on each Fund’s Primary Class’s (and with respect to Financial Services and Balanced Trust, Financial Intermediary Class’s) average daily net assets, computed daily and payable monthly as follows:


						Six Months Ended
						September 30, 2005

						Distribution and
		Distribution		Service		Service Fees
Fund		Fee		Fee		Voluntarily Waived


American Leading Companies
	Primary Class		0.75%		0.25%	$	—
Balanced Trust
	Primary Class		0.50%		0.25%		34
	Financial Intermediary Class		N/A		0.25%		13
Financial Services
	Primary Class		0.75%		0.25%		32
	Financial Intermediary Class		N/A		0.25%		6
U.S. Small-Cap
	Primary Class		0.75%		0.25%		4

For the six months ended September 30, 2005, no brokerage commissions were paid to Legg Mason or its affiliates by American Leading Companies, Balanced Trust, Financial Services, or U.S. Small-Cap.

LMFA serves as administrator to American Leading Companies under an administrative services agreement with LMCM. For LMFA’s services to American Leading Companies, LMCM (not the Fund) pays LMFA a fee, calculated daily and payable monthly, of 0.05% of the average daily net assets of the Fund.

LM Fund Services, Inc. (“LMFS”), a registered transfer agent, has an agreement with the Funds’ transfer agent to assist it with some of its duties. For this assistance, the transfer agent paid LMFS the following amounts during the six months ended September 30, 2005: American Leading Companies, $61; Balanced Trust, $8; Financial Services, $6; and U.S. Small-Cap, $26.

LMCM, LMFA, Barrett, Bartlett, Brandywine, Legg Mason, and LMFS are wholly owned subsidiaries and corporate affiliates of Legg Mason, Inc.

Semi-Annual Report to Shareholders

4. Line of Credit:

The Funds, along with certain other Legg Mason Funds, participate in a $400 million line of credit (“Credit Agreement”) to be used for temporary or emergency purposes. Pursuant to the Credit Agreement, each participating Fund is liable only for principal and interest payments related to borrowings made by that Fund. Borrowings under the Credit Agreement bear interest at a rate equal to the prevailing federal funds rate plus the federal funds rate margin. The Funds made no borrowings under the Credit Agreement during the six months ended September 30, 2005.

5. Fund Share Transactions:

At September 30, 2005, there were 250,000, 375,000, 125,000, and 50,000 shares authorized at $.001 par value for the Primary Classes of American Leading Companies, Balanced Trust, Financial Services and U.S. Small-Cap, respectively. At September 30, 2005, there were 100,000, 125,000, 225,000 and 100,000 shares authorized at $.001 par value for the Financial Intermediary classes of American Leading Companies, Balanced Trust, Financial Services and U.S. Small-Cap, respectively. At September 30, 2005, there were 250,000, 125,000, 125,000 and 50,000 shares authorized at $.001 par value for the Institutional Classes of American Leading Companies, Balanced Trust, Financial Services and U.S. Small-Cap, respectively. Share transactions are detailed below:



		American Leading Companies Trust


		Primary Class						Institutional Class

		Six Months			Year			Six Months			Year
		Ended			Ended			Ended			Ended
		9/30/05			3/31/05			9/30/05			3/31/05






Shares:
	Sold		1,959			4,111			823			315
	Reinvestment of Distributions		—			10			—			8
	Repurchased		(2,484	)		(3,667	)		(157	)		(204	)

	Net Change		(525	)		454			666			119

Amount:
	Sold	$	43,690		$	84,872		$	19,080		$	6,670
	Reinvestment of Distributions		—			205			—			177
	Repurchased		(56,037	)		(74,742	)		(3,660	)		(4,252	)

	Net Change	$	(12,347	)	$	10,335		$	15,420		$	2,595

Semi-Annual Report to Shareholders

Notes to Financial Statements — Continued

Legg Mason Investors Trust, Inc. — Continued



		Balanced Trust


								Financial
		Primary Class						Intermediary Class						Institutional Class

		Six Months			Year			Six Months			Year			Six Months			Year
		Ended			Ended			Ended			Ended			Ended			Ended
		9/30/05			3/31/05			9/30/05			3/31/05			9/30/05			3/31/05







Shares:
	Sold		192			748			4			105			49			14
	Reinvestment of Distributions		81			86			53			60			2			2
	Repurchased		(476	)		(1,003	)		(145	)		(200	)		(6	)		(5	)

	Net Change		(203	)		(169	)		(88	)		(35	)		45			11

Amount:
	Sold	$	2,163		$	8,260		$	41		$	1,179		$	550		$	159
	Reinvestment of Distributions		915			955			594			662			20			18
	Repurchased		(5,374	)		(11,061	)		(1,649	)		(2,202	)		(71	)		(54	)

	Net Change	$	(2,295	)	$	(1,846	)	$	(1,014	)	$	(361	)	$	499		$	123

Semi-Annual Report to Shareholders



		Financial Services Fund


								Financial
		Primary Class						Intermediary Class

		Six Months			Year			Six Months			Year
		Ended			Ended			Ended			Ended
		9/30/05			3/31/05			9/30/05			3/31/05






Shares:
	Sold		124			325			9			17
	Reinvestment of Distributions		31			531			2			42
	Repurchased		(374	)		(652	)		(66	)		(56	)

	Net Change		(219	)		204			(55	)		3

Amount:
	Sold	$	1,826		$	4,861		$	133		$	261
	Reinvestment of Distributions		447			7,705			37			643
	Repurchased		(5,514	)		(9,594	)		(1,032	)		(868	)

	Net Change	$	(3,241	)	$	2,972		$	(862	)	$	36



		U.S. Small-Cap Value Trust


		Primary Class						Institutional Class

		Six Months			Year			Six Months			Year
		Ended			Ended			Ended			Ended
		9/30/05			3/31/05			9/30/05			3/31/05






Shares:
	Sold		905			2,509			664			342
	Reinvestment of Distributions		1,034			1,585			55			71
	Repurchased		(2,167	)		(2,868	)		(164	)		(166	)

	Net Change		(228	)		1,226			555			247

Amount:
	Sold	$	13,020		$	35,707		$	10,239		$	5,200
	Reinvestment of Distributions		14,771			22,470			858			1,094
	Repurchased		(30,954	)		(40,458	)		(2,559	)		(2,529	)

	Net Change	$	(3,163	)	$	17,719		$	8,538		$	3,765

Semi-Annual Report to Shareholders

Change in Independent Registered Public Accounting Firm:

On May 12, 2005, the Fund, by action of its Board of Directors, approved the engagement of PricewaterhouseCoopers LLP as the independent registered public accounting firm to audit the Funds’ financial statements for the fiscal year ending March 31, 2006, effective upon the resignation of Ernst & Young LLP (“E&Y”).

On June 6, 2005, E&Y resigned as the Funds’ independent registered public accounting firm. The reports of the financial statements audited by E&Y for the Funds for fiscal years ended December 31, 2004 and 2003, did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. For the fiscal years 2003 and 2004, and through June 6, 2005, there were no disagreements between the Funds and E&Y on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of E&Y, would have caused it to make reference to the subject matter of the disagreements in connection with its report on the financial statements.

Semi-Annual Report to Shareholders

Glossary of Index Definitions

Lehman Intermediate Government/ Credit Index — A total return index consisting of investment grade corporate debt issues as well as debt issues of U.S. government agencies and U.S. securities. The debt issues all maintain maturities within a range of 1 to 10 years.

Lipper Balanced Fund Index — An index comprised of the 30 largest funds in the Lipper universe of 668 balanced funds.

Lipper Financial Services Fund Index — An index comprised of the 10 largest funds in the Lipper universe of 122 financial services funds.

Lipper Large-Cap Value Funds Index — An index comprised of the 30 largest funds in the Lipper universe of 471 large-cap value funds.

Russell 2000 Index — An unmanaged index comprised of the 2,000 smallest companies of the 3,000 largest U.S. companies based on market capitalization.

S&P 500 Stock Composite Index — A market capitalization-weighted index, composed of 500 widely held common stocks, that is generally considered representative of the U.S. stock market.

Fund Information

Investment Managers

For American Leading Companies Trust:


	Legg Mason Capital Management, Inc.
	Baltimore, MD


	For Balanced Trust, Financial Services Fund, and U.S. Small-Cap Value Trust:


	Legg Mason Fund Adviser, Inc.
	Baltimore, MD

Investment Advisers

For American Leading Companies Trust:


	Legg Mason Capital Management, Inc.
	Baltimore, MD

For Balanced Trust:


	Bartlett & Co.
	Cincinnati, OH

For Financial Services Fund:


	Barrett Associates, Inc.
	New York, NY

For U.S. Small-Cap Value Trust:


	Brandywine Asset Management, LLC
	Wilmington, DE

Board of Directors


	John F. Curley, Jr., Chairman Mark R. Fetting, President Dr. Ruby P. Hearn Arnold L. Lehman Robin J.W. Masters Dr. Jill E. McGovern Arthur S. Mehlman G. Peter O’Brien S. Ford Rowan Robert M. Tarola

Officers


	Marie K. Karpinski, Vice President and Treasurer Gregory T. Merz, Vice President and Chief Legal Officer Amy M. Olmert, Vice President and Chief Compliance Officer Richard M. Wachterman, Secretary Wm. Shane Hughes, Assistant Treasurer Holly L. Hunter-Ceci, Assistant Secretary

Transfer and Shareholder Servicing Agent


	Boston Financial Data Services Braintree, MA

Custodian


	State Street Bank & Trust Company Boston, MA

Counsel


	Kirkpatrick & Lockhart Nicholson Graham LLP Washington, DC

Independent Registered Public Accounting Firm


	PricewaterhouseCoopers LLP Baltimore, MD

About the Legg Mason Funds







Equity Funds American Leading Companies Trust Classic Valuation Fund Growth Trust Special Investment Trust U.S. Small-Capitalization Value Trust Value Trust Specialty Funds Balanced Trust Financial Services Fund Opportunity Trust Global Funds Emerging Markets Trust Global Income Trust International Equity Trust Taxable Bond Funds Core Bond Fund High Yield Portfolio Investment Grade Income Portfolio Limited Duration Bond Portfolio Tax-Free Bond Funds Maryland Tax-Free Income Trust Pennsylvania Tax-Free Income Trust Tax-Free Intermediate-Term Income Trust Money Market Funds Cash Reserve Trust Tax Exempt Trust U.S. Government Money Market Portfolio		Legg Mason, Inc., based in Baltimore, Maryland, has built its reputation, at least in part, on the success of the Legg Mason Funds, introduced in 1979. The primary purpose of our funds is to enable investors to diversify their portfolios across various asset classes and, consequently, enjoy the stability and growth prospects generally associated with diversification. The success of our funds is contingent on the experience, discipline, and acumen of our fund managers. We believe the quality of our managers is crucial to investment success. Unlike many firms, which focus on a particular asset class or the fluctuations of the market, at Legg Mason we focus on providing a collection of top-notch managers in all the major asset classes. Information about the policies and procedures that the Funds use to determine how to vote proxies relating to each Fund’s portfolio securities is contained in the Statement of Additional Information, available without charge upon request by calling 1-800-822-5544 or on the Securities and Exchange Commission (“SEC”) website (http://www.sec.gov). Information regarding how the Funds voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is also available on the SEC’s website or through the Funds’ website at www.leggmasonfunds.com/aboutlmf. Each Fund files a complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-Q. Each Fund’s Form N-Q is available on the SEC’s website or may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC. Information about the operation of the Public Reference Room may be obtained by calling 1-800-SEC-0330. For more information about the differences between the fund share classes included in this report, contact your financial adviser.

You should consider a fund’s investment objectives, risks, charges, and expenses carefully before investing. For a prospectus, which contains this and other information on any Legg Mason Funds, call your financial adviser, call 1-800-577-8589, or visit www.leggmasonfunds.com. Please read the prospectus carefully before investing.






Legg Mason Funds For Primary Class Shareholders 800-822-5544 www.leggmasonfunds.com		Legg Mason Institutional Funds For FI and I Class Shareholders 888-425-6432 www.lminstitutionalfunds.com

Legg Mason Wood Walker, Incorporated

P.O. Box 1476, Baltimore, MD 21203-1476

410-539-0000

LMF-013 (9/05)

Item 2. Code of Ethics.

Not applicable for semi-annual reports.

Item 3. Audit Committee Financial Expert.

Not applicable for semi-annual reports.

Item 4. Principal Accountant Fees and Services.

Not applicable for semi-annual reports.

Item 5. Audit Committee of Listed Registrants.

Not applicable.

Item 6. Schedule of Investments


	The schedule of investments in securities of unaffiliated issuers is included as part of the report to shareholders filed under Item 1 of this Form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management
Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Companies
and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

Not applicable.

Item 11. Controls and Procedures.

(a) The Registrant’s principal executive and principal financial officers have concluded, based on their evaluation of the effectiveness of the design and operation of the Registrant’s disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) that the Registrant’s disclosure controls and procedures are effective, and that the disclosure controls and procedures are reasonably designed to ensure that the information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed is properly communicated to the Registrant’s officers, as appropriate, to allow timely decisions regarding the required disclosures.

(b) There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) during the Registrant’s second fiscal quarter of the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 12. Exhibits.


	(a) (1) Not applicable for semi-annual reports.


	(a) (2) Separate certifications for the Registrant’s principal executive officer and principal financial officer are attached.


	(b) Separate certifications for the Registrant’s principal executive officer and principal financial officer are attached.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Legg Mason Investors Trust, Inc.

By: /s/ Mark R. Fetting

Mark R. Fetting
President, Legg Mason Investors Trust, Inc.
Date: November 28, 2005

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By: /s/ Mark R. Fetting
Mark R. Fetting
President, Legg Mason Investors Trust, Inc.
Date: November 28, 2005

By: /s/ Marie K. Karpinski

Marie K. Karpinski
Treasurer, Legg Mason Investors Trust, Inc.
Date: November 25, 2005

Legg Mason Investors Trust Inactive N-CSRSCertified semi-annual shareholder report (management investment company)