LEGG MASON TOTAL RETURN TRUST, INC.
ARTICLES OF AMENDMENT
FIRST: On November 10, 2000, the Board of Directors of Legg Mason Total
Return Trust, Inc. ("Board"), a Maryland Corporation ("Corporation") organized
on May 22, 1985, under authority contained in the Corporation's charter, has:
A. increased the aggregate number of shares of capital stock
that the Corporation has authority to issue from one hundred million
(100,000,000) to two hundred million (200,000,000) shares; and
B. created and established a new share class of the
Corporation to be known as "Legg Mason Total Return Trust, Financial
Intermediary Class" and designated all one hundred million (100,000,000) shares
of capital stock that the Corporation is newly authorized to issue as shares of
Legg Mason Total Return Trust, Financial Intermediary Class.
SECOND: The Board, by action on November 10, 2000, has changed the name
of the class of shares heretofore known as "Legg Mason Total Return Trust,
Navigator Class shares" to "Legg Mason Total Return Trust, Institutional Class
shares." The previous designation of stock known as "Legg Mason Total Return
Trust, Primary Class shares" remains the same.
The par value of shares of capital stock of the Corporation remains one
tenth of one cent ($0.001) per share. Immediately before the increase in the
aggregate number of authorized shares and the classifications and designations
described herein, the aggregate par value of all the authorized shares was one
hundred thousand (100,000) dollars; as increased, the aggregate par value of all
of the shares is two hundred thousand (200,000) dollars.
THIRD: Each Primary, Institutional, and Financial Intermediary Class
share of Legg Mason Total Return Trust (the "Series") shall represent investment
in the same pool of assets as every other share of the Series and shall have the
same preferences, conversion and other rights, voting powers, restrictions,
limitations as to dividends, qualifications and terms and conditions of
redemption as every other share of the Series, except as provided in the
Corporation's Articles of Incorporation and as set forth below:
(1) The net asset values of Primary, Institutional, and Financial
Intermediary Class shares shall be calculated separately. In calculating the net
asset values,
(a) Each class shall be charged with the transfer agency fees
and Rule 12b-1 fees (or equivalent fees by any other name) attributable to that
class, and not with the transfer agency fees and Rule 12b-1 fees (or equivalent
fees by any other name) attributable to any other class;
(b) Each class shall be charged separately with such other
expenses as may be permitted by U.S. Securities and Exchange Commission ("SEC")
rule or order and as the Board shall deem appropriate;
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(c) All other fees and expenses applicable to the Series shall
be charged to all classes of the Series, in the proportion that the net asset
value of that class bears to the net asset value of the Series, except as the
SEC may otherwise require;
(2) Dividends and other distributions shall be paid on Primary,
Institutional, and Financial Intermediary Class shares at the same time. The
amounts of all dividends and other distributions shall be calculated separately
for Primary, Institutional, and Financial Intermediary Class shares. In
calculating the amount of any dividend or other distribution,
(a) Each class shall be charged with the transfer agency fees
and Rule 12b-1 fees (or equivalent fees by any other name) attributable to that
class, and not with transfer agency fees and Rule 12b-1 fees (or equivalent fees
by any other name) attributable to any other class;
(b) Each class shall be charged separately with such other
expenses as may be permitted by SEC rule or order and as the Board shall deem
appropriate;
(c) All other fees and expenses shall be charged to each class
of the Series, in the proportion that the net asset value of that class bears to
the net asset value of the Series, except as the SEC may otherwise require;
(3) Each class of the Series shall vote separately on matters
pertaining only to that class, as the directors shall from time to time
determine. On all other matters, all classes shall vote together, and every
share of the Series, regardless of class, shall have an equal vote with every
other share of the Series.
FOURTH: Immediately before filing these Articles of Amendment, the
Corporation had authority to issue one hundred million (100,000,000) shares of
Common Stock, $0.001 par value per share, having an aggregate par value of one
hundred thousand (100,000) dollars. These shares were classified as follows:
Designation Number of Shares
Legg Mason Total Return Trust 50,000,000 Primary Class Shares
50,000,000 Navigator Class Shares
FIFTH: Immediately after filing these Articles of Amendment, the
Corporation shall have authority to issue two hundred million (200,000,000)
shares of Common Stock, $0.001 par value per share, having an aggregate par
value of two hundred thousand (200,000) dollars. These shares are classified as
follows:
Designation Number of Shares
Legg Mason Total Return Trust 50,000,000 Primary Class Shares
50,000,000 Institutional Class Shares
100,000,000 Financial Intermediary Class Shares
SIXTH: The foregoing amendment was approved by a majority of the entire
Board of Directors of the Corporation and is limited to changes expressly
permitted by Sections 2-105(a)(12) and 2-605(a)(2) of the Maryland General
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Corporate Law to be made without action by the stockholders or matters reserved
by the Corporation's charter to the Board of Directors.
SEVENTH: The Corporation is registered as an open-end company under the
Investment Company Act of 1940.
EIGHTH: The undersigned Vice President and Secretary of the Corporation
acknowledges these Articles of Amendment to be the corporate act of the
Corporation and, as to all matters or facts required to be verified under oath,
the undersigned Vice President and Secretary acknowledges that to the best of
his knowledge, information and belief, these matters and facts are true in all
material respects and that this statement is made under the penalties of
perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles of
Amendment to be executed under seal in its name and on its behalf by its Vice
President and Secretary and attested to by its Assistant Secretary on November
17, 2000.
ATTEST: LEGG MASON TOTAL RETURN
TRUST, INC.
/s/ Kevin Ehrlich By: /s/ Marc R. Duffy
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Kevin Ehrlich Marc R. Duffy
Assistant Secretary Vice President and Secretary
