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 1^st day of May, 2010 between Lord, Xxxxxx & Co. LLC (“Lord Xxxxxx”) and Lord Xxxxxx Series Fund (the “Company”) with respect to its Classes named below (each a “Portfolio”):

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

1. With respect to the Bond-Debenture Portfolio, Lord Xxxxxx agrees for the time period set forth in paragraph 7 below to waive all or a portion of its management fee and bear directly and/or reimburse the Portfolio’s other expenses to the extent necessary so that total net annual operating expenses do not exceed an annual rate of 0.90%.

2. With respect to the Capital Structure Portfolio, Lord Xxxxxx agrees for the time period set forth in paragraph 7 below to waive all or a portion of its management fee and bear directly and/or reimburse the Portfolio’s other expenses to the extent necessary so that total net annual operating expenses do not exceed an annual rate of 1.15%.

3. With respect to the Classic Stock Portfolio, Lord Xxxxxx agrees for the time period set forth in paragraph 7 below to waive all or a portion of its management fee and bear directly and/or reimburse the Portfolio’s other expenses to the extent necessary so that total net annual operating expenses do not exceed an annual rate of 0.95%.

4. With respect to the Fundamental Equity Portfolio, Lord Xxxxxx agrees for the time period set forth in paragraph 7 below to waive all or a portion of its management fee and bear directly and/or reimburse the Portfolio’s other expenses to the extent necessary so that total net annual operating expenses do not exceed an annual rate of 1.15%.

5. With respect to the Growth Opportunities Portfolio, Lord Xxxxxx agrees for the time period set forth in paragraph 7 below to waive all or a portion of its management fee and bear directly and/or reimburse the Portfolio’s other expenses to the extent necessary so that total net annual operating expenses do not exceed an annual rate of 1.20%.

6. With respect to the International Opportunities Portfolio, Lord Xxxxxx agrees for the time period set forth in paragraph 7 below to waive all or a portion of its management fee and bear directly and/or reimburse the Portfolio’s other expenses to the extent necessary so that total net annual operating expenses do not exceed an annual rate of 1.20%.

7. This Agreement will be effective from May 1, 2010 through April 30, 2011. This Agreement may be terminated with respect to any Portfolio only by the Board of Directors of the Company upon written notice to Lord Xxxxxx.

IN WITNESS WHEREOF, Lord Xxxxxx and the Lord Xxxxxx Series Fund, Inc. 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 SERIES FUND, INC.
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

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