0000357235-05-000252 Sample Contracts

FEE WAIVER AGREEMENT
Fee Waiver Agreement • May 27th, 2005 • Legg Mason Charles Street Trust Inc

Legg Mason Fund Adviser, Inc. ("LMFA") hereby agrees that it will waive its compensation (and, to the extent necessary, bear other expenses) through August 1, 2006, to the extent that expenses of the Batterymarch U.S. Small Capitalization Equity Portfolio (the "Fund") (exclusive of taxes, interest, brokerage and extraordinary expenses) would exceed an annual rate of 0.95% for Institutional Class and 1.20% for Financial Intermediary Class.

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