To All Employees owning a Legg Mason Fund:


As you may know, the Legg Mason Funds will hold Special Meetings of Shareholders
on October 30, 2002  (October 24, 2002 for Cash Reserve  Trust).  The purpose of
the meetings is to vote on some important  proposals  affecting the funds.  As a
shareholder we encourage you to support the funds' proposals.

Recently you should have  received a proxy  statement  mailing at the address on
record for your Legg Mason Funds  account(s).  The  mailing  includes a Q&A that
summarizes the proposals and answers some of the most commonly asked  questions.
However, before you vote, please read the full text of the proxy statement for a
complete understanding of the proposals.

Your vote is important no matter how many shares you own. You can vote in any of
the following ways:

By Phone: Call toll-free 1-800-690-8903. Enter the 12-digit control number found
on your proxy card. Follow the simple recorded instructions.

By Internet: Go to www.proxyvote.com. Enter the 12-digit control number found on
your proxy card. Follow the simple online instructions.

Interoffice  or  Hand  Delivery:  You  may  interoffice  or  hand  deliver  your
completed,  signed proxy  card(s) to  Kristanna  Jones in Funds  Marketing  (5th
floor).

By Mail:  Complete each proxy card in its  entirety.  Be sure to sign each card.
Return them in the enclosed postage-paid envelope provided.

The directors  believe these proposals are in the best interests of shareholders
and unanimously recommend that you vote FOR each of the proposals.

We encourage you to VOTE PROMPTLY.

If you  have  questions,  feel  free to  contact  any of the  Legg  Mason  Funds
wholesalers. Thank you for taking the time to review the materials and vote your
shares.