MULTIPLE CLASS PLAN PURSUANT TO RULE 18f-3
LEGG MASON TOTAL RETURN TRUST, INC.
Legg Mason Total Return Trust, Inc. ("Fund") hereby adopts this
Multiple Class Plan pursuant to Rule 18f-3 under the Investment Company Act of
1940, as amended (the "1940 Act").
A. GENERAL DESCRIPTION OF CLASSES THAT ARE OFFERED:
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1. Primary Class Shares. Primary Class shares of the Fund are offered
and sold without imposition of an initial sales charge or a contingent deferred
sales charge.
Primary Class shares of the Fund are available to all investors except
those qualified to purchase Institutional Class or Financial Intermediary Class
shares. Primary Class shares are also available by exchange, as described below.
Primary Class shares of the Fund are subject to an annual distribution
fee of up to 0.75% of the average daily net assets of the Primary Class shares
of the Fund and an annual service fee of 0.25% of the average daily net assets
of the Primary Class shares of the Fund under a Distribution Plan adopted
pursuant to Rule 12b-1 under the 1940 Act.
2. Institutional Class Shares. Institutional Class shares are offered
and sold without imposition of an initial sales charge or a contingent deferred
sales charge and are not subject to any service or distribution fees.
Institutional Class shares of the Fund are offered only to certain
categories of investors as approved from time to time by the Directors and as
set forth in the Fund's Institutional Class prospectus. Institutional Class
shares are also available for purchase by exchange, as described below.
3. Financial Intermediary Class Shares. Financial Intermediary Class
shares of the Fund are offered and sold without imposition of an initial sales
charge or a contingent deferred sales charge.
Financial Intermediary Class shares of the Fund are subject to an
annual distribution fee of up to 0.15% of the average daily net assets of the
Financial Intermediary Class shares of the Fund and an annual service fee of
0.25% of the average daily net assets of the Financial Intermediary Class shares
of the Fund under a Distribution Plan adopted pursuant to Rule 12b-1 under the
1940 Act.
Financial Intermediary Class shares of the Fund are offered only to
certain categories of investors as approved from time to time by the Directors
and as set forth in the Fund's Financial Intermediary Class prospectus.
Financial Intermediary Class shares are also available for purchase by exchange,
as described below.
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B. EXPENSE ALLOCATIONS OF EACH CLASS:
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Certain expenses may be attributable to a particular class of shares of
the Fund ("Class Expenses"). Class Expenses are charged directly to the net
assets of the particular class and, thus, are borne on a pro rata basis by the
outstanding shares of that class.
In addition to the distribution and service fees described above, each
Class may also pay a different amount of the following other expenses:
(1) legal, printing and postage expenses related to
preparing and distributing materials such as
shareholder reports, prospectuses, and proxies to
current shareholders of a specific class;
(2) Blue Sky fees incurred by a specific class of shares;
(3) SEC registration fees incurred by a specific class of
shares;
(4) expenses of administrative personnel and services
required to support the shareholders of a specific
class of shares;
(5) Directors' fees incurred as a result of issues
relating to a specific class of shares;
(6) litigation expenses or other legal expenses relating
to a specific class of shares;
(7) transfer agent fees and shareholder servicing
expenses identified as being attributable to a
specific class; and
(8) such other expenses actually incurred in a different
amount by a class or related to a class's receipt of
services of a different kind or to a different degree
than another class.
C. EXCHANGE PRIVILEGES:
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Primary Class shares of the Fund may be exchanged for or acquired
through an exchange of Primary Class shares of any other Legg Mason fund.
Institutional Class shares of the Fund may be exchanged for or acquired
through an exchange of shares of Legg Mason Cash Reserve Trust or Institutional
Class shares of any other Legg Mason fund whose prospectus permits such
exchanges, provided that the investor and the exchange meets the eligibility
criteria of that class of that fund.
Financial Intermediary Class shares of the Fund may be exchanged for or
acquired through an exchange of shares of Legg Mason Cash Reserve Trust or
Financial Intermediary Class shares of any other Legg Mason fund whose
prospectus permits such exchanges, provided that the investor and the exchange
meets the eligibility criteria of that class of that fund.
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These exchange privileges may be modified or terminated by the Fund to
the extent permitted by SEC rules or policies, and exchanges may be made only
into funds that are legally available for sale in the investor's state of
residence.
D. CLASS DESIGNATION:
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Subject to approval by the Board of Directors, the Fund may alter the
nomenclature for the designations of one or more of its classes of shares.
E. ADDITIONAL INFORMATION:
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This Multiple Class Plan is qualified by and subject to the terms of
the then current Prospectuses for the applicable classes; provided, however,
that none of the terms set forth in any such Prospectuses shall be inconsistent
with the terms of the classes contained in this Plan. The Prospectuses for the
Fund contain additional information about the classes and the Fund's multiple
class structure.
F. DATE OF EFFECTIVENESS:
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This Multiple Class Plan is effective on January 22, 2001, provided
that this Plan shall not become effective with respect to the Fund unless such
action has first been approved by the vote of a majority of the Board of
Directors of Legg Mason Total Return Trust, Inc. and by vote of a majority of
those directors who are not interested persons.
November 10, 2000
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