WITNESSETH:

                               A G R E E M E N T(1)

     THIS AGREEMENT, made as of the 17th day of May, 2001 by and between Lord
Xxxxxx Blend Trust - Lord Xxxxxx Small-Cap Blend Fund, a Delaware business
trust, having its principal office and place of business at 00 Xxxxxx Xxxxxx,
Xxxxxx Xxxx, X.X. 00000 (hereinafter called the "Trust"), and UNITED MISSOURI
BANK OF KANSAS CITY, N. A., a national banking association, having its principal
office and place of business at Kansas City, Missouri (hereinafter sometimes
called the "Bank" or "Transfer Agent"),

                                   WITNESSETH:

     WHEREAS, the Trust desires to appoint the Bank as Transfer Agent and
Dividend Disbursing Agent, and the Bank desires to accept such appointment;

     NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:

Section 1. CERTAIN REPRESENTATIONS AND WARRANTIES OF THE BANK.

           The Bank represents and warrants to the Trust that:

           1.01  It is a national banking association duly organized and
                 existing and in good standing under the laws of the United
                 States of America.

           1.02  It is duly qualified to carry on its business in the State of
                 Missouri.

           1.03  It is empowered under applicable laws and by its charter and
                 by-laws to enter into and perform the services contemplated in
                 this Agreement.

           1.04  All requisite trust proceedings have been taken to authorize
                 it to enter into and perform this Agreement.

           1.05  It has or has available to it, and will continue to have
                 available and cause to be maintained, the necessary
                 facilities, equipment and personnel to perform its duties and
                 obligations under this Agreement.

Section 2. CERTAIN REPRESENTATIONS AND WARRANTIES OF THE TRUST.

           The Trust represents and warrants to the Bank that:

           2.01  It is a business trust duly organized and existing and in good
                 standing under the laws of the State of Delaware.

           2.02  It is an open-end diversified management investment company
                 registered under the Investment Company Act of 1940.

           2.03  A registration statement under the Securities Act of 1933 is
                 currently effective with respect to all shares of the Trust
                 being offered for sale.

           2.04  All requisite steps have been taken to register the Trust's
                 shares for sale in all states in which the Trust's shares are
                 now offered for sale through independent dealers, and the
                 Trust has no notice of any stop order or other proceeding in
                 any such state affecting such registration or the sale of the
                 Trust's shares.


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           2.05  The Trust is empowered under applicable laws and by its
                 charter and by-laws to enter into and perform this Agreement;
                 and, when authorized by its Board of Trustees, all requisite
                 trust proceedings will have been taken to authorize it to
                 enter into and perform this Agreement.

Section 3. SCOPE OF APPOINTMENT.

           3.01  Subject to the conditions set forth in this Agreement, the
                 Trust hereby employs and appoints the Bank as Transfer Agent
                 and Dividend Disbursing Agent effective December 14, 1999.

           3.02  The Bank hereby accepts such employment and appointment and
                 agrees that on and after December 14, 1999, it will act as the
                 Trust's Transfer Agent and Dividend Disbursing Agent. The Bank
                 agrees that it will also act as agent in connection with the
                 Trust's Periodic Investment Program and Periodic Withdrawal
                 Plan accounts and other accumulation, open-account or similar
                 plans for shareholders and that it will provide services as
                 custodian of Xxxxx plans and XXX plans for shareholders of
                 mutual funds managed by Lord, Xxxxxx & Co. which are approved
                 and accepted by the Bank.

           3.03  The Bank agrees to provide the necessary facilities, equipment
                 and personnel to perform its duties and obligations hereunder
                 in accordance with the best industry practice.

           3.04  The Trust states that as of December 14, 1999, all of its
                 existing shareholder and account records or such thereof as
                 are deemed necessary for the performance of the duties of the
                 Transfer Agent hereunder are in the possession of
                 Data-Sys-Tance, Inc., 000 Xxxx 00xx Xxxxxx, Xxxxxx Xxxx,
                 Xxxxxxxx (hereinafter called "DST"), and that the Transfer
                 Agent is entitled to rely on the correctness and accuracy of
                 all such records in the performance of its duties as required
                 by this Agreement.

           3.05  The Bank agrees that it will perform all of the usual and
                 ordinary services as Transfer Agent and Dividend Disbursing
                 Agent and as agent for the various shareholder accounts,
                 including, without limitation, the following: issuing,
                 transferring and canceling stock certificates, maintaining all
                 shareholder accounts, preparing shareholder meeting lists,
                 mailing proxies, receiving and tabulating proxies, mailing
                 shareholder reports and prospectuses, withholding taxes on
                 non-resident alien accounts, preparing and mailing checks for
                 disbursement of income dividends and capital gains
                 distributions, preparing and filing U. S. Treasury Department
                 Form 1099 for all shareholders, preparing and mailing
                 confirmation forms to shareholders and dealers with respect to
                 all purchases and liquidations of Trust shares and other
                 transactions in shareholder accounts for which confirmations
                 are required, preparing and mailing dealer commission
                 statements and dealer commission checks, recording
                 reinvestment of dividends and distributions in Trust shares,
                 recording redemptions of Trust shares and preparing and
                 mailing checks for payments upon redemption and for
                 disbursements to withdrawal plan holders. The Bank has
                 reviewed the requirements of the Trust set forth in Exhibit A
                 hereto and represents and warrants that it will be able to,
                 and agrees that it will, fulfill such requirements as and when
                 requested by the Trust.

Section 4. FEES AND EXPENSES.

           4.01  For the services to be rendered by the Bank pursuant to this
                 Agreement, the Trust agrees to pay to the Bank a reasonable
                 compensation as agreed upon in writing between the Trust and
                 the Bank for all services rendered as Transfer Agent and
                 Dividend Disbursing Agent, taking into account among other
                 factors the lowest rates which the Bank and its sub-agent, if
                 any, charge other mutual funds for similar services and
                 economies resulting from increased volume of business and from
                 reduced costs to the Bank and its sub-agent, if any.
                 One-twelfth (1/12th) of the annual maintenance fee agreed upon
                 per shareholder account shall be paid on the fifth (5th) day
                 of each month. Each monthly payment shall be calculated by
                 multiplying 1/12th of the annual maintenance fee times the
                 highest number of open


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                 shareholder accounts existing at any time during the previous
                 month; provided, however, that any service fees or charges
                 other than transcript fees paid to the Transfer Agent or its
                 sub-agent, if any, by the Trust's shareholders or by dealers
                 shall be applied toward such monthly payments by the Trust.

           4.02  The Trust agrees to promptly reimburse the Bank for all
                 reasonable out-of-pocket expenses or advances incurred by it
                 and by its subagent, if any, in connection with the
                 performance of services under this Agreement, for postage (and
                 first class mail insurance in connection with mailing stock
                 certificates), envelopes, check forms, continuous forms, forms
                 for reports and statements, stationery, and other similar
                 items, telephone and telegraph charges incurred in answering
                 inquiries from dealers or shareholders (unless due to errors
                 of the Bank or its sub-agent, if any), and microfilm used each
                 year to record the previous year's transactions in shareholder
                 accounts and computer tapes used for permanent storage of
                 records.

           4.03  The Bank agrees to pay or cause its sub-agent, if any, to pay
                 the entire cost of providing one telephone circuit for voice
                 and data transmission between the offices in Kansas City,
                 Missouri, where the computer equipment on which the
                 shareholder records are maintained is located, and the Trust's
                 offices in New York City.



Section 5. EFFICIENT OPERATION OF SYSTEM.

           5.01  In connection with the performance of its services under this
                 Agreement, the Bank assumes full responsibility for the
                 accurate and efficient functioning of the system used for the
                 establishment and maintenance of shareholder records at all
                 times, including without limitation:

                 (a)   The accuracy of all entries in the Bank's records
                       reflecting orders and instructions received from
                       dealers, shareholders, the trust or its principal
                       underwriter;

                 (b)   The continuous availability and the accuracy of
                       shareholder lists, shareholder account verifications,
                       confirmations and other shareholder account information
                       to be produced from its records or data;

                 (c)   The accurate and timely issuance of dividend and
                       distribution checks in accordance with instructions
                       received from the Trust;

                 (d)   The accuracy of redemption transactions and payments in
                       accordance with redemption instructions received from
                       dealers, shareholders or the Trust;

                 (e)   The deposit daily in the Trust's appropriate special
                       bank account of all checks and payments received from
                       dealers or shareholders for investment in shares;

                 (f)   The requiring of proper forms of instructions,
                       signatures and signature guarantees and any necessary
                       documents supporting the legality of transfers,
                       redemptions and other shareholder account transactions,
                       all in conformity with the Transfer Agent's present
                       procedures with such changes as may be required or
                       approved by the Trust; and

                 (g)   The maintenance of a current duplicate set of the
                       Trust's essential records at a secure distant location,
                       in form available and usable forthwith in the event of
                       any breakdown or disaster disrupting its main operation.

Section 6. INDEMNIFICATION.


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           6.01  Except to the extent that the Bank or its sub-agent, if any,
                 is covered by and receives payment from any insurance required
                 hereunder, the Bank shall not be responsible for, and the
                 Trust shall hold harmless and indemnify the Bank from and
                 against any loss or liability to the Trust or third parties
                 (and expenses including attorney's fees in connection with any
                 claim or suit asserting any such liability) arising out of or
                 attributable to actions taken by the Bank or its sub-agent, if
                 any, pursuant to this Agreement, provided that the Bank and
                 its sub-agent, if any, have acted in good faith, with due
                 diligence and without negligence. The matters covered by this
                 indemnification include but are not limited to the following:

                 (a)   Errors or omissions in records and documents received by
                       DST, the prior Transfer Agent, which, prior to the
                       appointment of DST, had been prepared and/or maintained
                       by the Trust, Xxxxxx Guaranty Trust Company of New York
                       or any other person or firm on behalf of the Trust, and
                       which were relied on by DST;

                 (b)   Actions under this Agreement in reliance on, or in the
                       carrying out of, any instructions or requests of the
                       Trust or its officers (it being agreed that the Bank or
                       its sub-agent, if any, may apply to the Trust for
                       instructions whenever it is deemed advisable);

                 (c)   Actions under this Agreement taken or omitted by the
                       Bank or its sub-agent, if any, in good faith in reliance
                       on an opinion of outside legal counsel for the Bank or
                       for the Trust; and

                 (d)   Actions of the Bank or its sub-agent, if any, under this
                       Agreement in reliance upon any certificate or document
                       reasonably believed by it to be genuine and to have been
                       signed by (or bear the proper facsimile signature of)
                       the proper person or persons.

                 The Trust shall be responsible for, and shall have the right
                 to con duct or control the defense of any litigation asserting
                 liability against which the Bank or its sub-agent, if any, is
                 indemnified hereunder.

           6.02  The Bank shall hold harmless and indemnify the Trust from and
                 against any loss or liability arising out of the Bank's
                 failure to comply with the terms of this Agreement or arising
                 out of the Bank's negligence or misconduct.

Section 7. CERTAIN COVENANTS OF THE BANK AND THE TRUST.

           7.01  All requisite steps will be taken by the Trust from time to
                 time when and as necessary to register the Trust's shares for
                 sale in all states in which the Trust's shares shall at any
                 time be offered for sale through independent dealers. If at
                 any time the Trust shall receive notice of any stop order or
                 other proceeding in any such state affecting such registration
                 or the sale of the Trust's shares, or of any stop order or
                 other proceeding under the Federal securities laws affecting
                 the sale of the Trust's shares, the Trust will give prompt
                 notice thereof to the Bank.

           7.02  The Bank hereby agrees to establish and maintain or to cause
                 to be established and maintained facilities and procedures
                 reasonably acceptable to the Trust for safekeeping of stock
                 certificates, check forms, and facsimile signature imprinting
                 devices, if any; and for the preparation or use, and for
                 keeping account of, such certificates, form and devices and to
                 cause its sub-agent, if any, to carry insurance as specified
                 in Exhibit 3 hereto with insurers acceptable to the Trust
                 which insurance shall be in the minimum amounts specified in
                 Exhibit 3 and which shall not be changed without the consent
                 of the Trust, and will be expended in coverage or increased in
                 amounts from time to time if and when reasonably requested by
                 the Trust.

           7.03  To the extent required by Section 31 of the Investment Company
                 Act of 1940 and Rules thereunder, the Bank agrees that all
                 records maintained by the Bank or by its sub-agent, if any,
                 relating to the


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                 services to be performed by the Bank under this Agreement are
                 the property of the Trust and will be preserved and will be
                 surrendered promptly to the Trust on request.

           7.04  The Bank agrees to cause its sub-agent, if any, to give the
                 Trust two months written notice before commencing work on any
                 new business at its location in Kansas City, Missouri. Such
                 notice shall state the name of the company for whom work will
                 be done, the number of its shareholders and shall explain the
                 manner in which the sub-agent intends to add the new accounts
                 without affecting the quality of its services to the Trust on
                 behalf of the Bank.

           7.05  The Bank agrees to furnish and to cause its sub-agent, if any,
                 to furnish the Trust semi-annual reports of its financial
                 condition, consisting of a balance sheet, earnings statement
                 and any other financial information reasonably requested by
                 the Trust. The annual financial statements of the sub-agent,
                 if any, shall be certified by the certified public accountants
                 for such sub-agent.

           7.06  The Bank will cause its sub-agent, if any, to represent and
                 agree that it will use its best efforts to keep current on the
                 trends of the investment company industry relating to
                 shareholder services and to agree that it will use its best
                 efforts to continue to modernize and improve its system
                 without additional costs to the Trust.

           7.07  The Trust and its authorized representatives will be permitted
                 to make periodic inspections of the mutual funds operations of
                 the Bank and the operations of the Bank's sub-agent, if any,
                 at reasonable times during business hours.

Section 8. TERMINATION OF AGREEMENT.

           8.01  This Agreement may be terminated by either party by one (1)
                 year's written notice to the other.

           8.02  The Trust, in addition to any other rights and remedies, shall
                 have the right to terminate this Agreement forthwith upon the
                 occurrence at any time of any of the following events:

                 (a)   Any interruption or cessation of operations by the Bank
                       or its sub-agent, if any, which materially interferes
                       with the business operation of the Trust;

                 (b)   Insolvency or bankruptcy of the Bank or the Bank's
                       sub-agent, if any;

                 (c)   Any merger, consolidation or sale of substantially all
                       the assets of the Bank or the Bank's sub-agent, if any;

                 (d)   The acquisition of the Bank's sub-agent, if any, or a
                       controlling interest therein by any broker, dealer,
                       investment adviser or investment company; or

                 (e)   Failure by the Bank or its sub-agent, if any, to perform
                       its duties in accordance with this Agreement which
                       failure materially adversely effects the business
                       operations of the Trust and which failure continues for
                       sixty (60) days after written notice from the Trust.

           8.03  If at any time this Agreement shall be terminated by the Trust
                 pursuant to clause (a), (b) or (e) of paragraph 8.02, the
                 Trust shall have and is hereby granted the right, at its
                 option, to use or cause its agents, employees or independent
                 contractors to use, for as long as the Trust deems necessary
                 for its own operations, and no other, and without payment of
                 any compensation or reimbursement to the Bank or its sub-agent,
                 if any, the system then being used to process and maintain the
                 Trust's shareholder records, including all


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                  of the programs, manuals and other materials and information
                  necessary to operate the system.

Section 9.  AGENCY REGULATIONS.

            9.01  Except as otherwise provided in this Agreement, the
                  appointment of the Bank as Transfer Agent and Dividend
                  Disbursing Agent shall require that its sub-agent, if any,
                  shall be subject to the terms of the Mutual Fund Transfer
                  Agency Regulations of DST (other than paragraphs 7, 12, 13 and
                  14), a copy of which is attached hereto as Exhibit C. With
                  respect to paragraphs 29 and 33 of said Regulations, it is
                  understood and agreed that funds for the payment of dividends
                  and distributions may be deposited by the Trust directly in a
                  bank account in the name of the Trust.

Section 10. CONDITIONS PRECEDENT TO THE TRUST'S OBLIGATIONS.

            10.01 Anything herein contained to the contrary notwithstanding,
                  this Agreement shall not take affect or be binding on the
                  Trust unless and until the following condition shall have been
                  met:

                  (a)   This Agreement shall have been approved by the Board of
                        Trustees of the Trust.

Section 11. ASSIGNMENT.

            11.01 It is understood that the Trust desires to utilize the
                  services, facilities, system and programs of DST, which has
                  been serving as Transfer and Dividend Disbursing Agent for the
                  Lord Xxxxxx Family of Funds under an Agreement dated as of
                  March 30, 1970. To that end, it is understood and agreed that
                  all or any portion of the services to be provided by the Bank
                  under this Agreement may be performed by DST, as the sub-agent
                  of the Bank, under a sub-contract and that in the event of
                  performance of any such services which are subcontracted to
                  DST:

                  (a)   DST and the Bank shall each be entitled to all of the
                        benefits herein afforded to the Bank, including, but not
                        limited to the indemnities provided herein.

                  (b)   DST shall, by the terms and, provisions of the
                        Sub-Contract Agreement between the Bank and DST, be
                        required to assume the same duties and responsibilities
                        and provide the same quality of service, accuracy,
                        efficient functioning of its system and operations, and
                        keeping of records as required of the Bank, as Transfer
                        Agent for the Trust.

                  (c)   The Trust shall deliver to DST and to the Bank certified
                        copies of any and all resolutions of its Board of
                        Trustees relating to the duties, procedures or
                        responsibilities provided for herein.

                  (d)   The Fund agrees that if it requests DST to perform any
                        functions not provided for in this Agreement, and DST
                        performs such functions, the Bank shall have no
                        responsibility for, and shall be indemnified by the Fund
                        against any loss, liability or claim resulting therefrom
                        unless the performance of such function by DST shall
                        have been consented to or approved by the Bank prior to
                        such performance.

            11.02 With the exception of the sub-contract to DST referred to
                  above, neither this Agreement nor any rights or obligations
                  hereunder may be assigned by the Bank without the written
                  consent of the Fund.

            11.03 This Agreement shall inure to the benefit of and be binding
                  upon the parties and their respective successors and assigns.
                  If for any reason the Bank terminates its sub-contract
                  agreement with DST, the Fund shall have the right to terminate
                  this agreement pursuant to Section 8.02 hereof.

Section 12. CONFIDENTIALITY.


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            12.01 The Bank agrees that in the event the Bank enters into a
                  sub-contract with DST as contemplated by Section 11.01 hereof,
                  it will cause DST to agree that, except as provided in the
                  last sentence of paragraph 25 of Exhibit C hereto or as
                  otherwise required by law, DST will keep confidential all
                  records of and information in its possession relating to the
                  Fund or its shareholders or shareholder accounts and will not
                  disclose the same to any person except at the request or with
                  the consent of the Fund.

            12.02 The Fund agrees that, subject to paragraph 8.03 and except as
                  otherwise required by law, the Fund will, providing the Bank
                  enters into a sub-contract with DST as contemplated by
                  Section 11.01 hereof, keep confidential all financial
                  statements and other financial records (other than statements
                  and records relating solely to the Fund's business dealings
                  with the Bank and its sub-agent, if any) and all manuals,
                  systems and other technical-information and data not publicly
                  disclosed relating to DST's operations and programs furnished
                  to it by DST pursuant to this Agreement and will not disclose
                  the same to any person except at the request or with the
                  consent of DST.

Section 13. SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

            13.01 All representations and warranties by either party herein
                  contained shall survive the execution and delivery of this
                  Agreement and its becoming effective under paragraph 10.01.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed in their names and on their behalf under their corporate seals by and
through their duly authorized officers, as of the day and year first above
written.

                                          Lord Xxxxxx Blend Trust - Lord Xxxxxx
                                          Small-Cap Blend Fund


                                          By
                                               --------------------------------
                                                     Vice President

ATTEST:

       -----------------------------
               Secretary

                                          UNITED MISSOURI BANK OF KANSAS CITY,
                                                NATIONAL ASSOCIATION


                                          BY
                                               --------------------------------
                                                Executive Vice President

ATTEST:
       -----------------------------
           Assistant Secretary



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