Exhibit 99.(d)(iii)

                              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:   BATTERYMARCH U.S. SMALL CAPITALIZATION EQUITY PORTFOLIO
           - FEE WAIVER/EXPENSE AGREEMENT

Ladies and Gentlemen:

     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, 2005, to the extent that expenses of each class of 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.

     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, Batterymarch Financial Management, Inc. hereby agrees that it
will waive its compensation with respect to the Fund to the same extent that
LMFA does.

     We understand that you will rely on this undertaking 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.            Batterymarch Financial Management, Inc.


By:                                      By:
   --------------------------------         --------------------------------
       Marie Karpinski                          Francis Tracy
       Vice President and Treasurer             President and Chief Financial
                                                Officer


Agreed and Accepted:

Batterymarch U.S. Small Capitalization Equity Portfolio


By:
   ----------------------------------
       Marie K. Karpinski
       Vice President and Treasurer