EX-99.D 3 globfeewaivex-d6.txt FEE WAIVER AGREEMENT Legg Mason Fund Adviser, Inc. 100 Light Street Baltimore, Maryland 21202 Legg Mason Charles Street Trust, Inc. 100 Light Street Baltimore, Maryland 21202 Re: Global Opportunities Bond Fund- Fee Waiver and Expense Cap Agreement Ladies and Gentlemen: Legg Mason Fund Adviser, Inc. ("LMFA") hereby agrees that it or an affiliate will waive its compensation (and, to the extent necessary, bear other expenses) through July 31, 2008, to the extent that expenses of the Global Opportunities Bond Fund (the "Fund") (exclusive of taxes, interest, brokerage and extraordinary expenses) would exceed an annual rate of 0.65% for Institutional Class and 0.90% for Financial Intermediary Class. For purposes of determining any such waiver or expense reimbursement, expenses of a class of the Fund shall not reflect the application of any custodial, transfer agency or other credits or expense offset arrangements that may reduce the portfolio's expenses or arrangements with any broker-dealer to apply a portion of the commission or mark-up on any portfolio trade to the payment of any of the portfolio's other expenses. If on any day during which LMFA is the investment manager, the estimated annualized operating expenses of the Fund for that day are less than the operating expense limit described above, LMFA shall be entitled to reimbursement by the Fund of the investment management fees waived or reduced and other payments remitted by LMFA on behalf of the Fund pursuant to this expense limitation (the "Reimbursement Amount") during any of the previous thirty-six (36) months, to the extent that the Fund's annualized operating expenses plus the amount so reimbursed is less than or equals, for such day, the operating expense limit provided for above, provided that such amount paid to LMFA will in no event exceed the total Reimbursement Amount and will not include any amounts previously reimbursed. In addition, Brandywine Global Investment Management, LLC ("Brandywine") hereby agrees with LMFA and the Fund that it will waive its compensation or bear expenses with respect to the Fund in proportion to the portion of the management fee that it receives from LMFA prior to waivers. As an illustration, if Brandywine receives 90% of the total management fee paid by the Fund, then Brandywine will bear 90% of any waiver of compensation or expense reimbursement. In the event the Fund is reorganized, merged or combined with another fund, the parties will consider the impact that such transaction will have on their respective obligations hereunder, including without limitation LMFA's obligation to waive its compensation and any potential obligation the Fund may have to reimburse LMFA for any Reimbursement Amounts. We understand that you will rely on this agreement in accruing the Fund's expenses for purposes of calculating its net asset value per share, and for other purposes, in the preparation and filing of the Securities and Exchange Commission Form N-1A Registration Statement for the Fund, and we expressly permit you to do so. Legg Mason Fund Adviser, Inc. Brandywine Global Investment Management, LLC By: /s/ Marie Karpinski By: /s/ David Hoffman -------------------------- -------------------------------- Marie Karpinski David Hoffman Vice President and Treasurer Managing Director Agreed and Accepted: Legg Mason Charles Street Trust, Inc. By: /s/ Marie Karpinski ---------------------- Marie Karpinski Vice President and Chief Financial Officer