LEGG MASON LIGHT STREET TRUST, INC.
ARTICLES OF AMENDMENT
LEGG MASON LIGHT STREET TRUST, INC., a Maryland corporation registered as an
open-end investment company under the Investment Company Act of 1940, as
amended, and having its principal office in the City of Baltimore in the State
of Maryland (the "Corporation"), hereby certifies to the State Department of
Assessments and Taxation of Maryland (the "Department") that:
FIRST: In connection with and in furtherance of a plan of liquidation of
Legg Mason Market Neutral Trust, a separate series of stock of the Corporation
(the "Liquidating Series"), the Corporation hereby amends its Articles of
Incorporation as currently in effect (the "Articles of Incorporation") to
include the following:
A. As of the Effective Date (as hereinafter defined):
(i) each unissued share of the Liquidating Series of the Corporation,
par value $0.001 per share, is hereby reclassified into, and shall
become, one unissued, unclassified share of capital stock of the
Corporation; and
(ii) the Corporation shall proceed to sell and liquidate all assets
belonging to the Liquidating Series and to pay from the proceeds
thereof all liabilities belonging to such Liquidating Series.
After payment of the liabilities belonging to the Liquidating
Series, the remaining proceeds from the sale and liquidation of
the assets belonging to the Liquidating Series shall be
distributed as a liquidating distribution, as soon as practicable
following the Effective Date, but in any event within thirty days
thereafter, among the holders of the shares of the Liquidating
Series. The date that the liquidating distribution is paid shall
be the "Liquidation Date." Holders of the shares of the
Liquidating Series shall receive a liquidating distribution in
proportion to the number of such shares held by them and recorded
on the books of the Corporation as of the close of business on the
Liquidation Date.
B. Upon payment by the Corporation of the liquidating distribution on the
Liquidation Date to the holders of shares of the Liquidating Series, each
issued and outstanding share of the Liquidating Series shall be cancelled
and shall cease to be issued and outstanding, and each such cancelled share
shall be reclassified into, and shall become, one unissued, unclassified
share of capital stock of the Corporation.
C. Upon cancellation of the issued and outstanding shares of the
Liquidating Series, and the reclassification of such cancelled shares and
all unissued shares of such Liquidating Series to unissued, unclassified
shares of capital stock of the Corporation, the provisions of the Articles
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of Incorporation designating and classifying shares of stock of the
Corporation into shares of the Liquidating Series, establishing and
describing the preferences, rights, voting powers, restrictions, limitations
as to dividends, qualifications and terms and conditions of redemption of
shares of the Liquidating Series and the description, and terms and
conditions, of various classes of shares of the Liquidating Series, shall be
deleted from the Articles of Incorporation of the Corporation. Such
deletions from the Articles of Incorporation of the Corporation shall
include only provisions of the Articles of Incorporation as they relate to
shares of the Liquidating Series, and to the extent which any provisions of
the Articles of Incorporation of the Corporation relate both to shares of
the Liquidating Series and one or more other series of stock of the
Corporation, such provisions shall remain in the Articles of Incorporation
but shall be deemed to apply only to such one or more other series of stock
of the Corporation.
SECOND: The amendments to the Articles of Incorporation of the Corporation
herein set forth were duly advised by the Board of Directors of the Corporation
and approved by the shareholders entitled to vote thereon, as required by the
Articles of Incorporation and By-Laws of the Corporation and applicable law.
THIRD: The amendments set forth herein do not increase the authorized
capital stock of the Corporation.
FOURTH: The amendments set forth herein shall become effective as of the
close of business on the date (the "Effective Date") which is the later of: (i)
October 16, 2000; and (ii) the date on which these Articles of Amendment, having
been duly advised, approved, signed, acknowledged and sealed by the Corporation
as required by the laws of the State of Maryland, and not having been abandoned
prior to the Liquidation Date by majority vote of the entire Board of Directors
of the Corporation, are filed for record with the Department.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment
to be executed in its name and on its behalf by its undersigned Vice President
and Treasurer and witnessed or attested to by its undersigned Secretary as of
the 12th day of October, 2000; and its undersigned Vice President and Treasurer
acknowledges that these Articles of Amendment are the act and deed of the
Corporation and, under penalties of perjury, that the matters and facts set
forth herein are true in all material respects to the best of her knowledge,
information and belief.
ATTEST: LEGG MASON LIGHT STREET TRUST, INC.
/s/ Patricia A. Maxey By: /s/ Marie K. Karpinski
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Patricia A. Maxey Name: Marie K. Karpinski
Secretary Title: Vice President and Treasurer
