Common use of Transfer and Assumption Clause in Contracts

Transfer and Assumption. The parties agree that the terms and conditions of the Management Agreement are incorporated herein by reference. Effective April 1, 2005, LMFM hereby transfers, conveys and sets over all of its rights, interests, claims and entitlements under the Management Agreement to LMCM and to its successors and permitted assigns, to have and to hold the same forever, it being understood that such transfer, conveyance and set over will not result in the automatic termination of the Management Agreement as a result of an "assignment" within the meaning set forth in the 1940 Act and the regulations thereunder. LMCM hereby undertakes, assumes, and agrees to perform or otherwise discharge when due all covenants, liabilities, duties and obligations of LMFM under or in connection with or arising out of the Management Agreement. Except as expressly herein provided, this Transfer Agreement shall not be construed to modify, terminate or merge any rights any party to the Management Agreement has pursuant to the terms thereof, and the parties hereby confirm all of the terms and provisions of the Management Agreement as remaining in full force and effect.

Transfer and Assumption. The parties agree that the terms and conditions of the Management Advisory Agreement are incorporated herein by reference. Effective April 1, 2005, LMFM hereby transfers, conveys and sets over all of its rights, interests, claims and entitlements under the Management Advisory Agreement to LMCM and to its successors and permitted assigns, to have and to hold the same forever, it being understood that such transfer, conveyance and set over will not result in the automatic termination of the Management Advisory Agreement as a result of an "assignment" within the meaning set forth in the 1940 Act and the regulations thereunder. LMCM hereby undertakes, assumes, and agrees to perform or otherwise discharge when due all covenants, liabilities, duties and obligations of LMFM under or in connection with or arising out of the Management Advisory Agreement. Except as expressly herein provided, this Transfer Agreement shall not be construed to modify, terminate or merge any rights any party to the Management Advisory Agreement has pursuant to the terms thereof, and the parties hereby confirm all of the terms and provisions of the Management Advisory Agreement as remaining in full force and effect.