0000357235-06-000352 Sample Contracts

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FEE WAIVER AGREEMENT Legg Mason Fund Adviser, Inc. 100 Light Street Baltimore, Maryland 21202
Fee Waiver Agreement • July 26th, 2006 • 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, 2007, 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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