MANAGEMENT FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT

MANAGEMENT FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT

This Management Fee Waiver and Expense Reimbursement Agreement (the “Agreement”) is made and entered into this 1st day of December, 0000 xxxxxxx Xxxx, Xxxxxx & Co. LLC (“Lord Xxxxxx”) and Lord Xxxxxx Stock Appreciation Fund (the “Fund”).

In consideration of good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:

1. Lord Xxxxxx agrees for the time period set forth in paragraph 2 below to waive all or a portion of its management fee and bear directly and/or reimburse the Fund’s other expenses to the extent necessary so that total net annual operating expenses for each class, excluding 12b-1 fees, do not exceed an annual rate of 1.10%.

2. This Agreement will be effective from December 1, 2010, through November 30, 2011. This Agreement may be terminated only by the Board of Trustees of the Fund upon written notice to Lord Xxxxxx.

IN WITNESS WHEREOF, Lord Xxxxxx and the Fund have caused this Agreement to be executed by a duly authorized member and officer, respectively, to become effective as of the day and year first above written.

		LORD XXXXXX STOCK APPRECIATION FUND
		By:		/s/ Xxxxxx X. Xxxxxxxx
				Xxxxxx X. Xxxxxxxx
				Vice President and Assistant Secretary
		LORD, XXXXXX & CO. LLC
		By:		/s/ Xxxxxxxx X. Xxxxxx
				Xxxxxxxx X. Xxxxxx
				Member and General Counsel