-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QqkbKywwuHvb5ycOg90mL7ZJDaaLySPsYxInN+YloIhQmWsJnOdyO0jnnPDevisG DdsPhE4jnMT2K6R9ABPAkg== 0000936886-03-000086.txt : 20031030 0000936886-03-000086.hdr.sgml : 20031030 20031030151512 ACCESSION NUMBER: 0000936886-03-000086 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20030831 FILED AS OF DATE: 20031030 EFFECTIVENESS DATE: 20031030 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEGG MASON CASH RESERVE TRUST CENTRAL INDEX KEY: 0000276300 IRS NUMBER: 256205090 STATE OF INCORPORATION: MD FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-02853 FILM NUMBER: 03966504 BUSINESS ADDRESS: STREET 1: 100 LIGHT ST STREET 2: 23RD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 1-800-368-2558 MAIL ADDRESS: STREET 1: 100 LIGHT ST STREET 2: 23RD FLOOR CITY: BALTIMORE STATE: MD ZIP: 21202 FORMER COMPANY: FORMER CONFORMED NAME: FEDERATED FIDUCIARY TRUST DATE OF NAME CHANGE: 19791024 N-CSR 1 crtncsr.txt LEGG MASON CASH RESERVE TRUST NCSR 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: 811-2853 Name of Fund: Legg Mason Cash Reserve Trust Fund Address: 100 Light Street Baltimore, MD 21202 Name and address of agent for service: Mark R. Fetting, President, Legg Mason Cash Reserve Trust 100 Light Street Baltimore, MD 21202. Registrant's telephone number, including area code: (410) 539-0000 Date of fiscal year end: August 31, 2003 Date of reporting period: August 31, 2003 Item 1 - Report to Shareholders LEGG MASON ------------------------------------------------------------------------- CASH RESERVE TRUST --------------------------------------------------------- ANNUAL REPORT TO SHAREHOLDERS August 31, 2003 --------------------------------------------------------- [LEGG MASON FUNDS LOGO] To Our Shareholders, The Legg Mason Cash Reserve Trust now has $2.3 billion invested in a diversified portfolio of high quality fixed income securities with relatively short maturities. As this letter is written on September 23, the Trust's annualized yield for the past 7 days is 0.46%(A). The average weighted maturity of our portfolio is 59 days. A complete listing of the Trust's portfolio holdings at August 31, 2003, appears in this report. You will note that approximately 92% of the Trust's portfolio was invested in U.S. government and agency securities and repurchase agreements(B) fully secured by such securities. We report with deep sorrow the recent death of our longtime Trustee Richard G. Gilmore. Dick was an exceptionally bright and talented person who made a significant contribution to the Trust over many years. Sincerely, /s/ JOHN F. CURLEY, JR. /S/ MARK R. FETTING John F. Curley, Jr. Mark R. Fetting Chairman President
September 23, 2003 - --------------- (A) The yields shown here are for past periods and are not intended to indicate future performance. An investment in the Trust is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Trust seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Trust. (B) For a description of repurchase agreements, see Note 2 in the notes to financial statements. Statement of Net Assets August 31, 2003 (Amounts in Thousands) Legg Mason Cash Reserve Trust
Rate Maturity Date Par Value - ------------------------------------------------------------------------------------------------------ Commercial Paper -- 3.7% Allied Irish Banks plc 1.025% 10/14/03 $ 9,830 $ 9,818(A) Bank of Ireland 1.064% 10/20/03 11,500 11,483(A) Caisse centrale Desjardins 1.035% 9/29/03 5,740 5,735(A) HBOS Treasury Services plc 1.00% 10/6/03 11,250 11,239(A) Merck & Co. Inc. 1.025% 10/14/03 12,000 11,985 Royal Bank of Scotland Group plc 1.02% 9/2/03 13,000 13,000(A) Societe Generale 1.015% 12/5/03 11,550 11,519(A) Toyota Motor Credit Corporation 1.02% 9/5/03 11,500 11,499 ---------- Total Commercial Paper (Identified Cost -- $86,278) 86,278 - ------------------------------------------------------------------------------------------------------ Corporate and Other Bonds -- 2.2% Abbey National plc 0.99% 9/29/03 11,550 11,541(A) Credit Agricole Indosuez 1.025% 9/23/03 11,550 11,543(A) GlaxoSmithKline Finance plc 1.00% 9/4/03 8,505 8,504(A) Grand Metropolitan Investment Corporation 1.00% 1/6/04 10,000 9,955 Long Beach Auto Loan Trust 2003-A 1.288% 3/15/04 4,116 4,116(B) Long Beach Auto Loan Trust 2003-B 0.99% 7/30/04 4,935 4,935(B) ---------- Total Corporate and Other Bonds (Identified Cost -- $50,594) 50,594 - ------------------------------------------------------------------------------------------------------ Medium-Term Notes -- 0.9% Caterpillar Financial Services Corporation 1.45% 11/4/03 10,000 10,003(C) CIT Group Inc. 2.36% 1/9/04 5,933 5,933(C) National Rural Utilities Cooperative Finance Corporation 2.11% 4/26/04 4,500 4,525(C) ---------- Total Medium-Term Notes (Identified Cost -- $20,461) 20,461 - ------------------------------------------------------------------------------------------------------
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Rate Maturity Date Par Value - ------------------------------------------------------------------------------------------------------ U.S. Government and Agency Obligations -- 73.3% Fannie Mae 0.95% to 5.125% 9/3/03 to 6/15/04 $607,330 $ 608,031 Federal Home Loan Bank 0.959% to 3.375% 9/17/03 to 6/15/04 192,500 193,060 Freddie Mac 0.98% to 5.25% 9/12/03 to 5/15/04 831,110 833,012 Sallie Mae 1.047% 9/18/03 25,000 25,000(C) Sallie Mae 1.047% 10/16/03 25,000 25,000(C) Sallie Mae 1.067% 11/20/03 25,000 25,000(C) ---------- Total U.S. Government and Agency Obligations (Identified Cost -- $1,709,103) 1,709,103 - ------------------------------------------------------------------------------------------------------ Repurchase Agreements -- 18.5% Deutsche Bank AG 1.04%, dated 8/29/03, to be repurchased at $105,325 on 9/2/03 (Collateral: $107,785 Federal Home Loan Bank bonds, 2.375%, due 2/15/06, value $107,590) 105,313 105,313 Lehman Brothers, Inc. 1.02%, dated 8/29/03, to be repurchased at $121,489 on 9/2/03 (Collateral: $50,000 Resolution Funding Corp. principal-only securities, due 4/15/14, value $28,810; $181,960 Federal Home Loan Bank zero-coupon bonds, due 9/24/21, value $52,301; $41,450 Fannie Mae notes, 6.87%, due 10/6/05, value $43,949) 121,475 121,475 Merrill Lynch Government Securities, Inc. 1.02%, dated 8/29/03, to be repurchased at $204,381 on 9/2/03 (Collateral: $594,800 United States Treasury principal-only securities, due 8/15/19 to 11/15/26, value $208,443) 204,358 204,358 ---------- Total Repurchase Agreements (Identified Cost -- $431,146) 431,146 - ------------------------------------------------------------------------------------------------------ Total Investments, at amortized cost and value -- 98.6% 2,297,582(D) Other Assets Less Liabilities -- 1.4% 33,629 ---------- NET ASSETS APPLICABLE TO 2,330,980 SHARES OUTSTANDING -- 100.0% $2,331,211 ========== NET ASSET VALUE PER SHARE $1.00 ========== - ------------------------------------------------------------------------------------------------------
(A) Yankee Bond or Certificate of Deposit -- A dollar-denominated bond or certificate of deposit issued in the U.S. by foreign entities. (B) Asset-backed securities -- A security secured by a pool of assets such as property, mortgages or receivables. (C) Indexed security -- The rates of interest earned on these securities are tied to the London Interbank Offered Rate ("LIBOR") or the quarterly Treasury rate. The coupon rates are the rates as of August 31, 2003. (D) Also represents cost for federal income tax purposes. See notes to financial statements. 3 Statement of Operations For the Year Ended August 31, 2003 (Amounts in Thousands) Legg Mason Cash Reserve Trust
- ------------------------------------------------------------------------------------------------------------- Investment Income: Interest $32,493 Expenses: $10,698 Management fee Distribution fee 3,543(A) Audit and legal fees 96 Custodian fee 549 Registration fees 81 Reports to shareholders 132 Transfer agent and shareholder servicing expense 2,028 Trustees' fees and expenses 38 Other expenses 544 ------- 17,709 Less: fees waived (1,181)(A) ------- Total expenses, net of waivers 16,528 ------- NET INVESTMENT INCOME 15,965 NET REALIZED GAIN/(LOSS) ON INVESTMENTS (18) - ------------------------------------------------------------------------------------------------------------- CHANGE IN NET ASSETS RESULTING FROM OPERATIONS $15,947 - -------------------------------------------------------------------------------------------------------------
(A) See Note 3 to financial statements. See notes to financial statements. 4 Statement of Changes in Net Assets (Amounts in Thousands) Legg Mason Cash Reserve Trust
-------------------------------- For the Years Ended August 31, 2003 2002 - ------------------------------------------------------------------------------------ Change in Net Assets: Net investment income $ 15,965 $ 35,671 Net realized gain/(loss) on investments (18) 17 - ------------------------------------------------------------------------------------ Change in net assets resulting from operations 15,947 35,688 Distributions to shareholders from net investment income (16,227) (35,671) Change in net assets from Trust share transactions (107,338) 147,493 - ------------------------------------------------------------------------------------ Change in net assets (107,618) 147,510 Net Assets: Beginning of year 2,438,829 2,291,319 - ------------------------------------------------------------------------------------ End of year $2,331,211 $2,438,829 - ------------------------------------------------------------------------------------
See notes to financial statements. 5 Financial Highlights Legg Mason Cash Reserve 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.
Years Ended August 31, ------------------------------------------------------------------- 2003 2002 2001 2000 1999 - --------------------------------------------------------------------------------------------- Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 ------------------------------------------------------------------- Net investment income .01(A) .02(A) .05(A) .05(A) .04(A) Distributions from net investment income (.01) (.02) (.05) (.05) (.04) ------------------------------------------------------------------- Net asset value, end of year $1.00 $1.00 $1.00 $1.00 $1.00 =================================================================== Ratios/supplemental data: Total return .69% 1.56% 4.89% 5.36% 4.46% Expenses to average net assets .70%(A) .69%(A) .67%(A) .68%(A) .75%(A) Net investment income to average net assets .68%(A) 1.55%(A) 4.74%(A) 5.25%(A) 4.37%(A) Net assets, end of year (in millions) $2,331 $2,439 $2,291 $1,950 $1,777 - ---------------------------------------------------------------------------------------------
(A) Net of 12b-1 service fees waived by Legg Mason Wood Walker, Inc. of 0.05% of average daily net assets. If no fees had been waived by Legg Mason, the annualized ratio of expenses to average daily net assets would have been as follows for the years ended August 31, 2003: 0.75%; 2002: 0.74%; 2001: 0.72%; 2000: 0.73%; and 1999: 0.80%. See notes to financial statements. 6 Notes to Financial Statements Legg Mason Cash Reserve Trust (Amounts in Thousands) - -------------------------------------------------------------------------------- 1. Organization and Significant Accounting Policies: The Legg Mason Cash Reserve Trust ("Trust") is registered under the Investment Company Act of 1940, as amended, as an open-end, diversified management investment company. 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 Trust in the preparation of its financial statements: Security Valuation Portfolio securities are valued under the amortized cost method, which approximates current market value. Under this method, securities are valued at cost when purchased and, thereafter, a constant proportionate amortization of any discount or premium is recorded until maturity of the security. 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. Investment Income and Dividends to Shareholders Dividends are declared daily and paid monthly. Dividends payable are recorded on the dividend record date. Net investment income for dividend purposes consists of interest accrued, plus original issue and market discount earned, less amortization of market premium and accrued expenses. At August 31, 2003, dividends payable of $385 were accrued. Federal Income Taxes No provision for federal income or excise taxes is required since the Trust 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 differ from accounting principles generally accepted in the United States of America, income and capital gains distributions determined in accordance with tax regulations may differ from net investment income and realized gains recognized for financial reporting purposes. Accordingly, the character of distributions and composition of net assets for tax purposes may differ from those reflected in the accompanying financial statements. 7 Notes to Financial Statements -- Continued - -------------------------------------------------------------------------------- Distributions during the years ended August 31, 2003 and 2002, were characterized as follows for tax purposes:
2003 2002 ------- ------- Ordinary income $16,227 $35,671 ------- ------- Total distributions $16,227 $35,671 ======= =======
The tax basis components of net assets at August 31, 2003, were as follows: Undistributed ordinary income $ 249 Capital loss carryforward (18) Paid-in capital 2,330,980 ---------- $2,331,211 ==========
The Fund intends to retain realized capital gains that may be offset against available capital loss carryforwards for federal income tax purposes. As of August 31, 2003 the fund had a capital loss carryforward of $18, which expires in 2011. 2. Repurchase Agreements: The Trust 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 while the fund seeks to assert its rights. The Trust's investment adviser reviews the value of the collateral and the creditworthiness of those banks and dealers with which the Trust enters into repurchase agreements to evaluate potential risks. 3. Transactions With Affiliates: The Trust has a management agreement with Legg Mason Fund Adviser, Inc. ("LMFA"). Pursuant to this agreement, LMFA provides the Trust with management and administrative services, for which the Trust pays a fee at an annual rate ranging from 0.50% of the first $500 million of average daily net assets to 0.40% of average daily net assets in excess of $2 billion. Management fees of $896 were payable to LMFA at August 31, 2003. 8 - -------------------------------------------------------------------------------- Western Asset Management Company ("Adviser") serves as investment adviser to the Trust. The Adviser is responsible for the actual investment activity of the Trust. LMFA (not the Trust) pays the Adviser a fee at an annual rate equal to 30% of the management fee received by LMFA. Legg Mason Wood Walker, Incorporated ("Legg Mason"), a member of the New York Stock Exchange, serves as distributor of the Trust. Legg Mason may receive an annual distribution fee of up to 0.15% of the Trust's average daily net assets. However, Legg Mason has agreed to waive 0.05% of the fee indefinitely. Distribution and service fees of $194 were payable to Legg Mason at August 31, 2003. LM Fund Services, Inc. ("LMFS"), a registered transfer agent, has an agreement with the Trust's transfer agent to assist it with some of its duties. For this assistance, the transfer agent paid LMFS $739 for the year ended August 31, 2003. The Adviser, LMFA, Legg Mason and LMFS are wholly owned subsidiaries of Legg Mason, Inc. 4. Trust Share Transactions: The Trust is authorized to issue an unlimited number of full and fractional shares of beneficial interest (without par value). At August 31, 2003, net assets consisted of paid-in capital of $2,330,980 and accumulated net realized gain of $231. Since the Trust has sold and redeemed shares at a constant net asset value of $1.00 per share, the number of shares represented by such sales and redemptions is the same as the amounts shown below for such transactions:
Reinvestment Net Sold of Distributions Repurchased Change - ---------------------------------------------------------------------------------------------------------------- Year Ended August 31, 2003 $5,554,405 $16,524 $(5,678,267) $(107,338) Year Ended August 31, 2002 5,878,591 36,627 (5,767,725) 147,493
9 Report of Independent Auditors To the Shareholders and Trustees of Legg Mason Cash Reserve Trust: We have audited the accompanying statement of net assets of Legg Mason Cash Reserve Trust (the "Trust") as of August 31, 2003, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. These financial statements and financial highlights are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements and financial highlights based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements and financial highlights. Our procedures included confirmation of securities owned as of August 31, 2003, by correspondence with the Trust's custodian and brokers. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements and financial highlights referred to above present fairly, in all material respects, the financial position of Legg Mason Cash Reserve Trust at August 31, 2003, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and its financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. [ERNST & YOUNG LLP] New York, New York September 30, 2003 10 Trustees and Officers The table below provides information about the Trust's trustees and officers, including biographical information about their business experience and information about their relationships with Legg Mason, Inc. and its affiliates. The mailing address of each trustee and officer is 100 Light Street, c/o Legal and Compliance Department, 23rd Floor, Baltimore, Maryland 21202.
-------------------------------------------------------------------------------------------------------------- TERM OF OFFICE AND POSITION(S) LENGTH NUMBER OF OTHER HELD WITH OF TIME LEGG MASON DIRECTORSHIPS PRINCIPAL OCCUPATION(S) NAME AND AGE FUNDS SERVED(A) FUNDS OVERSEEN HELD DURING THE PAST FIVE YEARS -------------------------------------------------------------------------------------------------------------- INDEPENDENT TRUSTEES: -------------------------------------------------------------------------------------------------------------- Gilmore, Richard Trustee Since Director/Trustee of None Retired. Trustee of Pacor G.(B) 1990 all Legg Mason Settlement Trust, Inc. since Age 76 funds (consisting 1990. Formerly: Director of of 22 portfolios). CSS Industries, Inc. (diversified holding company that makes seasonal decorative products); Senior Vice President, Chief Financial Officer and Director of PECO Energy Co., Inc. -------------------------------------------------------------------------------------------------------------- Lehman, Arnold Trustee Since Director/Trustee of None Director of The Brooklyn L. 1988 all Legg Mason Museum of Art since 1997; Age 59 funds (consisting Trustee of American of 22 portfolios). Federation of Arts since 1998. Formerly: Director of The Baltimore Museum of Art (1979-1997). -------------------------------------------------------------------------------------------------------------- Masters, Robin Trustee Since Director/Trustee of None Retired. Director of Bermuda J.W. 2002 all Legg Mason SMARTRISK (non-profit) since Age 47 funds (consisting 2001. Formerly: Chief of 22 portfolios). Investment Officer of ACE Limited (insurance) (1995- 2000). -------------------------------------------------------------------------------------------------------------- McGovern, Jill Trustee Since Director/Trustee of None Chief Executive Officer of E. 1988 all Legg Mason The Marrow Foundation since Age 59 funds (consisting 1993. Formerly: Executive of 22 portfolios). Director of the Baltimore International Festival (1991-1993); Senior Assistant to the President of The Johns Hopkins University (1986-1990). -------------------------------------------------------------------------------------------------------------- Mehlman, Arthur Trustee Since Director/Trustee of None Retired. Director of The S. 2002 all Legg Mason League for People with Age 61 funds (consisting Disabilities, Inc.; Director of 22 portfolios). of University of Maryland Foundation and University of Maryland College Park Foundation (non-profits). Formerly: Partner, KPMG LLP (international accounting firm) (1972-2002). --------------------------------------------------------------------------------------------------------------
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-------------------------------------------------------------------------------------------------------------- TERM OF OFFICE AND POSITION(S) LENGTH NUMBER OF OTHER HELD WITH OF TIME LEGG MASON DIRECTORSHIPS PRINCIPAL OCCUPATION(S) NAME AND AGE FUNDS SERVED(A) FUNDS OVERSEEN HELD DURING THE PAST FIVE YEARS -------------------------------------------------------------------------------------------------------------- O'Brien, G. Trustee Since Director/Trustee of Director of the Trustee of Colgate Peter 1999 all Legg Mason Royce Family of University; President of Age 57 funds (consisting Funds Hill House, Inc. of 22 portfolios). (consisting of (residential home care). 17 portfolios); Formerly: Managing Director, Director of Equity Capital Markets Group Renaissance of Merrill Lynch & Co. Capital (1971- 1999). Greenwich Funds; Director of Technology Investment Capital Corp. -------------------------------------------------------------------------------------------------------------- Rowan, S. Ford Trustee Since Director/Trustee of None Consultant, Rowan & Blewitt Age 60 2002 all Legg Mason Inc. (management funds (consisting consulting); Visiting of 22 portfolios). Associate Professor, George Washington University since 2002; Director of Santa Fe Institute (scientific research institute) since 1999; Director of Annapolis Center for Science-Based Public Policy since 1995. -------------------------------------------------------------------------------------------------------------- INTERESTED TRUSTEES: -------------------------------------------------------------------------------------------------------------- Curley, John F., Chairman Since Chairman and None Director and/or officer of Jr.(C) and 1988 Director/ Trustee various Legg Mason Age 64 Trustee of all Legg Mason affiliates. Formerly: Vice funds (consisting Chairman and Director of of 22 portfolios). Legg Mason, Inc. and Legg Mason Wood Walker, Incorporated; Director of Legg Mason Fund Adviser, Inc. and Western Asset Management Company (each a registered investment adviser). -------------------------------------------------------------------------------------------------------------- Fetting, Mark President President President and Director of the Executive Vice President of R.(C) and since Director/ Trustee Royce Family of Legg Mason, Inc.; Director Age 48 Trustee 2001; of all Legg Mason Funds and/or officer of various Trustee funds (consisting (consisting of Legg Mason affiliates since since of 22 portfolios). 17 portfolios). 2000. Formerly: Division 2002 President and Senior Officer of Prudential Financial Group, Inc. and related companies, including fund boards and consulting services to subsidiary companies (1991-2000); Partner, Greenwich Associates; Vice President, T. Rowe Price Group, Inc. --------------------------------------------------------------------------------------------------------------
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-------------------------------------------------------------------------------------------------------------- TERM OF OFFICE AND POSITION(S) LENGTH NUMBER OF OTHER HELD WITH OF TIME LEGG MASON DIRECTORSHIPS PRINCIPAL OCCUPATION(S) NAME AND AGE FUNDS SERVED(A) FUNDS OVERSEEN HELD DURING THE PAST FIVE YEARS -------------------------------------------------------------------------------------------------------------- EXECUTIVE OFFICERS: -------------------------------------------------------------------------------------------------------------- Duffy, Marc Vice Since Vice President and None Vice President and Secretary R.(D) President 2000 Secretary of all of Legg Mason Fund Adviser, Age 45 and Legg Mason funds Inc. since 2000; Associate Secretary (consisting of 22 General Counsel of Legg portfolios). Mason Wood Walker, Incorporated since 1999. Formerly: Senior Associate, Kirkpatrick & Lockhart LLP (1996-1999); Senior Counsel, Securities and Exchange Commission, Division of Investment Management (1989-1995). -------------------------------------------------------------------------------------------------------------- Karpinski, Marie Vice Since Vice President and None Vice President and Treasurer K.(D) President 1988 Treasurer of all of Legg Mason Fund Adviser, Age 54 and Legg Mason funds Inc. and Western Asset Treasurer (consisting of 22 Funds, Inc.; Treasurer of portfolios). Pacific American Income Shares, Inc. and Western Asset Premier Bond Fund. -------------------------------------------------------------------------------------------------------------- Merz, Gregory Vice Since Vice President and None Vice President and Deputy T.(D) President 2003 Chief Legal Officer General Counsel of Legg Age 44 and Chief of all Legg Mason Mason, Inc. since 2003. Legal funds (consisting Formerly: Associate General Officer of 22 portfolios) Counsel, Fidelity Investments (1993-2002); Senior Associate, Debevoise & Plimpton (1985-1993). --------------------------------------------------------------------------------------------------------------
(A) Trustees of the Trust serve a term of indefinite length until their resignation or removal and stand for re-election by shareholders only as and when required by the 1940 Act. Officers of the Trust serve one-year terms, subject to annual reappointment by the Board of Trustees. (B) The Board of Trustees regrets to report the death of longtime Trustee Richard G. Gilmore on September 19, 2003. (C) Mr. Curley and Mr. Fetting are considered to be interested persons (as defined in the 1940 Act) of the Trust by virtue of being employees of Legg Mason Wood Walker, Incorporated, the principal underwriter of the Trust. (D) Officers of the Trust are interested persons (as defined in the 1940 Act). ADDITIONAL INFORMATION ABOUT THE TRUST'S TRUSTEES AND OFFICERS IS CONTAINED IN THE STATEMENT OF ADDITIONAL INFORMATION, AVAILABLE WITHOUT CHARGE UPON REQUEST BY CALLING 1-800-822-5544. 13 Investment Manager Legg Mason Fund Adviser, Inc. Baltimore, MD Investment Adviser Western Asset Management Company Pasadena, CA Board of Trustees John F. Curley, Jr., Chairman Mark R. Fetting, President Arnold L. Lehman Robin J.W. Masters Dr. Jill E. McGovern Arthur S. Mehlman G. Peter O'Brien S. Ford Rowan Transfer and Shareholder Servicing Agent Boston Financial Data Services Braintree, MA Custodian State Street Bank & Trust Company Boston, MA Counsel Kirkpatrick & Lockhart LLP Washington, DC Independent Auditors Ernst & Young LLP New York, NY This report is not to be distributed unless preceded or accompanied by a prospectus. LEGG MASON WOOD WALKER, INCORPORATED MEMBER NYSE, INC. - MEMBER SIPC --------------------------------------- 100 Light Street P.O. Box 1476, Baltimore, MD 21203-1476 410 - 539 - 0000 LMF-018 10/03 Item 2 - Code of Ethics Did the registrant adopt a code of ethics, as of the end of the period covered by this report, which applies to the registrant's principal executive officer, principal financial officer, principle accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the registrant or a third party? If not, why not? Briefly describe any amendments or waivers that occurred during the period. State if the code of ethics, including amendments and waivers are on a website and provide the website address. State if the registrant will send a copy of the code of ethics to shareholders at no charge upon request. THE REGISTRANT, LEGG MASON CASH RESERVE TRUST, HAS ADOPTED A CODE OF EHTICS THAT APPLIES TO THE FUND PRESIDENT AND TREASURER, A COPY OF WHICH IS ATTACHED AS AN EXHIBIT TO THIS FORM N-CSR. Item 3 - Audit Committee Financial Expert Did the registrant's board of directors determine that the registrant either: (a) has at least one audit committee financial expert serving on its audit committee; or (b) does not have an audit committee financial expert serving on its audit committee? If yes, disclose the name of the financial expert and whether he/she is "independent." If no, explain why not. THE TRUSTEES OF LEGG MASON CASH RESERVE TRUST DETERMINED THAT THE TRUST HAS AT LEAST ONE AUDIT COMMITTEE FINANCIAL EXPERT SERVING ON ITS AUDIT COMMITTEE. MR. RICHARD G. GILMORE AND MR. ARHTUR S. MEHLMAN, BOTH INDEPENDENT TRUSTEES, WERE DEEMED QUALIFIED AND AGREED TO SERVE. MR. GILMORE PASSED AWAY ON SEPTEMBER 19, 2003. Item 4 - Principal Accounting Fees and Services (a) Audit Fees - Disclose the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. N/A (b) Audit-Related Fees - Disclose the aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item. Describe the nature of the services comprising the fees disclosed under this category. N/A (c) Tax Fees - Disclose the aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning. Describe the nature of the services comprising the fees disclosed under this category. N/A (d) All Other Fees - Disclose the aggregate fees billed in each of the last two fiscal years for products or services provided by the principal accountant, other than the services reporting in paragraphs (a) through (c) of this Item. Describe the nature of the services comprising the fees disclosed under this category. N/A (e) (1) Disclose the audit committee's pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. N/A (2) Disclose the percentage of services described in each of paragraphs (a) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X. N/A (f) If greater than 50%, disclose the percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees. N/A (g) Disclose the aggregate non-audit fees billed by the registrant's accountant for services rendered, and rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant. N/A (h) Disclose whether the registrant's audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence. (NOT REQUIRED UNTIL ANNUAL REPORT AFTER DECEMBER 15, 2003) Item 5 - Reserved Item 6 - Reserved Item 7 - Disclosure of Proxy Voting Policies and Procedures For closed-end management investment companies, describe the policies and procedures that it uses to determine how to vote proxies relating to portfolio securities, including the procedures that the company uses when a vote presents a conflict between the interests of its shareholders, and those of the company's investment adviser; principal underwriter; or any affiliated person of the company, its investment adviser, or its principal underwriter. (NOT APPLICABLE) Item 8 - Reserved Item 9 - Controls and Procedures (a) Disclose the conclusions of the registrant's principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, regarding the effectiveness of the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Act (17 CFR 270.30a-3(c))) as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on the evaluation of these controls and procedures required by Rule 30a-3(b) under the Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Exchange Act (17 CFR 240-13a-15(b) or 240.15d-15(b)). WITHIN 90 DAYS OF THE FILING DATE OF THIS FORM N-CSR, THE REGISTRANT'S PRESIDENT AND TREASURER REVIEWED THE REGISTRANT'S DISCLOSURE CONTROLS AND PROCEDURES ("THE PROCEDURES") AND EVALUATED THEIR EFFECTIVENESS. BASED ON THEIR REVIEW, SUCH OFFICERS DETERMINED THAT THE PROCEDURES ENSURE THAT INFORMATION REQUIRED TO BE DISCLOSED BY THE REGISTRANT ON FORM N-CSR IS RECORDED, PROCESSED, SUMMARIZED AND REPORTED WITHIN THE TIME PERIODS REQUIRED BY THE SECURITIES AND EXCHANGE COMMISSION'S RULES AND REGULATIONS. (b) Disclose any change in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the Act (17 CFR 270.30a-3(d)) that occurred during the registrant's last fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. THERE WERE NO CHANGES IN THE REGISTRANT'S INTERNAL CONTROL OVER FINANCIAL REPORTING DURING THE REGISTRANT'S LAST HALF-YEAR THAT HAVE MATERIALLY AFFECTED, OR ARE REASONABLY LIKELY TO MATERIALLY AFFECT, THE INTERNAL CONTROL OVER FINANCIAL REPORTING. Item 10 - Exhibits (a) File the exhibits listed below as part of this Form. (a)(1) Any code of ethics, or amendment thereto, that is the subject of the disclosure required by Item 2, to the extent that the registrant intends to satisfy the Item requirements through filing of an exhibit. (ATTACHED) (a)(2) A separate certification for each principal execute officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)), exactly as set forth below: (ATTACHED) (b) If the report is filed under Section 13(a) or 15(d) of the Exchange Act, provide the certifications required by Rule 30a-2(b) under the Act (17 CFR 270.30a-2(b)), Rule 13a-14(b) or Rule 15d-14(b) under the Exchange Act (17 CFR 240.13a-14(b) or 240.15d-14(b)), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as an exhibit. A certification furnished pursuant to this paragraph will not be deemed "filed" for the purposes of Section 18 of the Exchange Act (15 U.S.C. 78r), or other wise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. (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 Cash Reserve Trust By: /s/ Mark R. Fetting - -------------------------- Mark R. Fetting President, Legg Mason Cash Reserve Trust Date: 10/21/03 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 Cash Reserve Trust Date: 10/21/03 By: /s/ Marie K. Karpinski - -------------------------- Marie K. Karpinski Treasurer, Legg Mason Cash Reserve Trust Date: 10/21/03 EX-99 3 codeeth.txt CODE OF ETHICS LEGG MASON FUNDS CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND FINANCIAL OFFICERS I. Covered Officers and Purpose of the Code Legg Mason Funds' code of ethics (the "Code") for the investment companies within the Legg Mason family of mutual funds (each a "Fund," and collectively, the "Funds") applies to each Fund's Principal Executive Officer and Principal Financial Officer (the "Covered Officers" each of whom are set forth in Exhibit A) for the purpose of promoting: o honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; o full, fair, accurate, timely and understandable disclosure in reports and documents that a registrant files with, or submits to, the Securities and Exchange Commission ("SEC") and in other public communications made by the Funds; o compliance with applicable laws and governmental rules and regulations; o the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and o accountability for adherence to the Code. Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest. II. Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest Overview. A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his or her service to, a Fund. For example, a conflict of interest would arise if a Covered Officer, or a member of his or her family, receives improper personal benefits as a result of his or her position with a Fund. Certain conflicts of interest arise out of the relationships between Covered Officers and a Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940 ("Investment Company Act") and the Investment Advisers Act of 1940 ("Investment Advisers Act"). For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with a Fund because of their status as "affiliated persons" of the Fund. The Funds' and the investment advisers' compliance programs and procedures are designed to prevent, or identify and correct, violations of these provisions. This Code does not, and is not intended to, repeat or replace these programs and procedures, and such conflicts fall outside of the parameters of this Code. Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between a Fund and an investment adviser of which the Covered Officers are also officers or employees. As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties (whether formally for a Fund or for the adviser, or for both), be involved in establishing policies and implementing decisions that will have different effects on the adviser and the Funds. The participation of the Covered Officers in such activities is inherent in the contractual relationship between a Fund and an adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Funds. Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically. In addition, it is recognized by the Funds' Boards of Directors/Trustees ("Boards") that the Covered Officers may also be officers or employees of one or more other investment companies covered by this or other codes. Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act. The following list provides examples of conflicts of interest under the Code, but Covered Officers should keep in mind that these examples are not exhaustive. The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of a Fund. * * * * * Each Covered Officer must: o not use his or her personal influence or personal relationships improperly to influence financial reporting by a Fund; o not cause a Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit the Fund; There are some actual or potential conflict of interest situations that, if material, should always be discussed with a chief legal officer that has been appointed by the Board of the Funds ("Chief Legal Officer"). Examples of these include: o service as a director on the board of any public company (other than the Funds or their investment advisers or any affiliated person thereof); o the receipt of any non-nominal gifts (i.e., in excess of $100); o the receipt of any entertainment from any company with which a Fund has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any question of impropriety; o any ownership interest in, or any consulting or employment relationship with, any of the Funds' service providers (other than their investment advisers, or principal underwriter, or any affiliated person thereof); o a direct or indirect financial interest in commissions, transaction charges or spreads paid by a Fund for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer's employment, such as compensation or equity ownership. III. Disclosure and Compliance o Each Covered Officer should familiarize him or herself with the disclosure requirements generally applicable to the Funds; o each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about a Fund to others, whether within or outside the Fund, including to the Fund's directors and auditors, and to governmental regulators and self-regulatory organizations; o each Covered Officer should, to the extent appropriate within his or her area of responsibility, consult with other officers and employees of the Funds and the advisers with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Funds file with, or submit to, the SEC and in other public communications made by the Funds; and o it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations. IV. Reporting and Accountability Each Covered Officer must: o upon adoption of the Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he or she has received, read, and understands the Code; o annually thereafter affirm to the Board that he or she has complied with the requirements of the Code; o not retaliate against any other Covered Officer or any employee of the Funds or their advisers or any affiliated persons thereof or service providers of the Funds for reports of potential violations that are made in good faith; and o notify the Chief Legal Officer promptly if he or she knows of any violation of this Code. Failure to do so is itself a violation of this Code. o report at least annually any position held by the Covered Officer or any immediate family member of a Covered Officer with affiliated persons of the Funds. The Chief Legal Officer is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation. However, any approvals or waivers sought by a Covered Officer will be considered by the Code of Ethics Review Committee (the "Committee") responsible for oversight of the Funds code of ethics under Rule 17j-1 under the Investment Company Act. If a Covered Officer seeking an approval or waiver sits on the Committee, the Covered Person shall recuse him or herself from any such deliberations. Any approval or waiver granted by the Committee will be reported promptly to the Chair of the Audit Committees of the Funds. The Funds will follow these procedures in investigating and enforcing this Code: o the Chief Legal Officer will take all appropriate action to investigate any potential violations reported to him; o if, after such investigation, the Chief Legal Officer believes that no violation has occurred, the Chief Legal Officer is not required to take any further action; o any matter that the Chief Legal Officer believes is a violation will be reported to the Committee; o if the Committee concurs that a violation has occurred, it will inform the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the investment adviser or its board; or a recommendation to dismiss the Covered Officer; o the Committee will be responsible for granting waivers, as appropriate; o any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules; and o a report will be made quarterly to the Board regarding whether or not there have been any violations of the Code. V. Other Policies and Procedures This Code shall be the sole code of ethics adopted by the Funds for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder. Insofar as other policies or procedures of the Funds, the Funds' advisers, principal underwriter, or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code. The Funds' and their investment advisers' and principal underwriter's codes of ethics under Rule 17j-1 under the Investment Company Act are separate requirements applying to the Covered Officers and others, and are not part of this Code. VI. Amendments Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board. VII. Confidentiality All reports and records prepared or maintained pursuant to this Code will be considered confidential and shall be maintained and protected accordingly. Except as otherwise required by law or this Code, such matters shall not be disclosed to anyone other than the appropriate Board and Fund counsel, and the board of directors and fund counsel of any other investment company for whom a Covered Officer serves in a similar capacity. VIII. Internal Use The Code is intended solely for the internal use by the Funds and does not constitute an admission, by or on behalf of any Fund, as to any fact, circumstance, or legal conclusion. Date: August 6, 2003 LEGG MASON FUNDS CODE OF ETHICS Exhibit A Principal Executive Officer: Mark R. Fetting Principal Financial Officer: Marie K. Karpinski EX-99 4 ex-99.txt SECTION 302 CERTIFICATION Certifications Filed as Exhibit 10(b) to Form N-CSR CERTIFICATION I, Mark R. Fetting, certify that: 1. I have reviewed this report on Form N-CSR of Legg Mason Cash Reserve Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [omitted]; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 10/21/03 /s/ Mark R. Fetting - ------------------------- Mark R. Fetting President, Legg Mason Cash Reserve Trust. Certifications Filed as Exhibit 10(b) to Form N-CSR CERTIFICATION I, Marie K. Karpinski, certify that: 1. I have reviewed this report on Form N-CSR of Legg Mason Cash Reserve Trust; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) [omitted]; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal half-year (the registrant's second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: 10/21/03 /s/ Marie K. Karpinski - --------------------------------- Marie K. Karpinski Treasurer, Legg Mason Cash Reserve Trust EX-99 5 ex-99_906.txt SECTION 906 CERTIFICATION Certification Required By Section 906 of the Act CERTIFICATION We, Mark R. Fetting and Marie K. Karpinski, of the Legg Mason Cash Reserve Trust ("Trust"), certify, pursuant to 18 U.S.C. Section 1350 enacted under Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge: 1. The Trust's periodic report on Form N-CSR for the period ended August 31, 2003 fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m(a) or 78o(d)); and 2. The information contained in such Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Trust. /s/ Mark R. Fetting 10/21/03 - ------------------------- Mark R. Fetting Chief Executive Officer /s/ Marie K. Karpinski 10/21/03 - ---------------------------- Marie K. Karpinski Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----