Common use of Transfer and Assumption Clause in Contracts

Transfer and Assumption. The parties agree that the terms and conditions of the Sub-Advisory Agreement are incorporated herein by reference. Effective June 8, 2007, LM Trust hereby transfers, conveys and sets over all of its rights, interests, claims and entitlements under the Sub-Advisory Agreement to LMIC 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 Sub-Advisory Agreement as a result of an "assignment" within the meaning set forth in the 1940 Act and the regulations thereunder. LMIC hereby undertakes, assumes, and agrees to perform or otherwise discharge when due all covenants, liabilities, duties and obligations of LM Trust under or in connection with or arising out of the Sub-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 Sub-Advisory Agreement has pursuant to the terms thereof, and the parties hereby confirm all of the terms and provisions of the Sub-Advisory Agreement as remaining in full force and effect.

Transfer and Assumption. The parties agree that the terms and conditions of the Sub-Advisory Original Agreement are incorporated herein by reference. Effective June 8April 4, 20072005, LM Trust the Portfolio Manager hereby transfers, conveys and sets over all of its rights, interests, claims and entitlements under the Sub-Advisory Original Agreement to LMIC 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 Sub-Advisory Original Agreement as a result of an "assignment" within the meaning set forth in the 1940 Investment Company Act or the Investment Advisers Act, and the regulations thereunder. LMIC hereby undertakes, assumes, and agrees to perform or otherwise discharge when due all The covenants, liabilities, duties and obligations of LM Trust the Portfolio Manager under or in connection with or arising out of the Sub-Advisory AgreementOriginal Agreement are hereby undertaken, assumed and agreed to be performed or otherwise discharged when due by LMCM. Except as expressly herein provided, this Transfer Agreement Amendment shall not be construed to modify, terminate or merge any rights any party to the Sub-Advisory Original Agreement has pursuant to the terms thereof, and the parties hereby confirm all of the terms and provisions of the Sub-Advisory Original Agreement as remaining in full force and effect.

Transfer and Assumption. The parties agree that the terms and conditions of the Sub-Advisory Original Agreement are incorporated herein by reference. Effective June 8December 1, 20072005, LM Trust the Portfolio Manager hereby transfers, conveys and sets over all of its rights, interests, claims and entitlements under the Sub-Advisory Original Agreement to LMIC 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 Sub-Advisory Original Agreement as a result of an "assignment" within the meaning set forth in the 1940 Investment Company Act or the Investment Advisers Act, and the regulations thereunder. LMIC hereby undertakes, assumes, and agrees to perform or otherwise discharge when due all The covenants, liabilities, duties and obligations of LM Trust the Portfolio Manager under or in connection with or arising out of the Sub-Advisory AgreementOriginal Agreement are hereby undertaken, assumed and agreed to be performed or otherwise discharged when due by LMCM. Except as expressly herein provided, this Transfer Agreement Amendment shall not be construed to modify, terminate or merge any rights any party to the Sub-Advisory Original Agreement has pursuant to the terms thereof, and the parties hereby confirm all of the terms and provisions of the Sub-Advisory Original Agreement as remaining in full force and effect.

Transfer and Assumption. The parties agree that the terms and conditions of the Sub-Advisory Agreement are incorporated herein by reference. Effective June 8_________, 20072005, LM Trust the Subadviser hereby transfers, conveys and sets over all of its rights, interests, claims and entitlements under the Sub-Advisory Agreement to LMIC 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 Sub-Advisory Agreement as a result of an "assignment" within the meaning set forth in the 1940 Investment Company Act or the Investment Advisers Act, and the regulations thereunder. LMIC hereby undertakes, assumes, and agrees to perform or otherwise discharge when due all The covenants, liabilities, duties and obligations of LM Trust the Subadviser under or in connection with or arising out of the Sub-Advisory AgreementAgreement are hereby undertaken, assumed and agreed to be performed or otherwise discharged when due by LMCM. Except as expressly herein provided, this Transfer Agreement Amendment shall not be construed to modify, terminate or merge any rights any party to the Sub-Advisory Agreement has pursuant to the terms thereof, and the parties hereby confirm all of the terms and provisions of the Sub-Advisory Agreement as remaining in full force and effect.