ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
LEGG MASON TOTAL RETURN TRUST, INC.
FIRST: The Board of Directors ("Board") of Legg Mason Total Return
Trust, Inc., a Maryland corporation ("Corporation") organized on May 22, 1985,
has, by action on August 6, 1999, changed the name of the class of shares
heretofore known as "Class A shares" to "Primary Class shares"; and changed the
name of the class of shares heretofore known as "Class Y shares" to "Navigator
Class shares". In all other respects, the shares of Legg Mason Total Return
Trust, Inc., and their attendant rights and privileges, remain unchanged.
SECOND: The Corporation is registered with the Securities and
Exchange Commission as an open-end investment company under the Investment
Company Act of 1940, as amended.
THIRD: The Amendments contained herein were approved by a majority
of the entire Board of Directors of the Corporation. The changes in name made
herein are limited to changes expressly permitted by Section 2-605(a)(4) of the
Maryland Corporations and Associations Code to be made without action by the
stockholders of the Corporation.
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IN WITNESS WHEREOF, the undersigned Vice President of Legg Mason
Total Return Trust, Inc. hereby executes these Articles of Amendment on behalf
of the Corporation, and hereby acknowledges these Articles of Amendment to be
the act of the Corporation, and further states under the penalties of perjury
that, to the best of her knowledge, information and belief, the matters and
facts set forth herein are true in all material respects.
Dated: September 14, 1999 LEGG MASON TOTAL RETURN TRUST, INC.
By: /s/ Marie K. Karpinski
---------------------------------
Marie K. Karpinski
Vice President
Attest: /s/ Wm. Shane Hughes
-------------------------
Secretary
Baltimore, Maryland (ss)
Subscribed and sworn to before me this 14th day of September, 1999.
/s/ Laura V. Atwater
--------------------
LAURA V. ATWATER
NOTARY PUBLIC OF MARYLAND
HARFORD COUNTY
MY COMMISSION EXPIRES 11/1/02
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