Expense Limitation Agreement
Exhibit 99.(d)(xii)
This Expense Limitation Agreement (the “Agreement”) is made and entered into this 1st day of February, 2024 between Lord, ▇▇▇▇▇▇ & Co. LLC (“Lord ▇▇▇▇▇▇”) and ▇▇▇▇ ▇▇▇▇▇▇ Trust I (the “Trust”) with respect to Lord ▇▇▇▇▇▇ Diversification Shares: Core Completion Fund, Lord ▇▇▇▇▇▇ Diversification Shares: Core Plus Completion Fund, ▇▇▇▇ ▇▇▇▇▇▇ Diversification Shares: Enhanced Municipal Yield Completion Fund and Lord ▇▇▇▇▇▇ Diversification Shares: Short Duration Completion Fund (each, a “Fund” and collectively, the “Funds”).
In consideration of good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:
| 1. | Shares of the Funds are available only to separately managed account clients where ▇▇▇▇ ▇▇▇▇▇▇ has an agreement with the separately managed account program sponsor, or directly with the client, to provide advisory and administrative and other similar services for compensation. | |
| 2. | With respect to each Fund, ▇▇▇▇ ▇▇▇▇▇▇ agrees to waive its compensation (if any is provided for) under the Management Agreement and the Amended and Restated Administrative Services Agreement, each as between ▇▇▇▇ ▇▇▇▇▇▇ and the Trust with respect to the Funds, and, to the extent necessary, to bear and/or reimburse the expenses of the Funds including organizational and offering expenses, but excluding acquired fund fees and expenses, brokerage fees and commissions and other portfolio transaction expenses, investment-related expenses including, but not limited to costs of borrowing money and other leveraging methods, interest-related expenses, taxes, governmental fees, expenses related to litigation and potential litigation, and extraordinary expenses. |
| 3. | This Agreement will become effective as of the Funds’ commencement of operations and shall continue in effect for so long as ▇▇▇▇ ▇▇▇▇▇▇ serves as the investment adviser to the Funds pursuant to the Management Agreement between ▇▇▇▇ ▇▇▇▇▇▇ and the Trust, with respect to the Funds. |
| 4. | This Agreement may be terminated only by the Board of Trustees of the Trust upon written notice to ▇▇▇▇ ▇▇▇▇▇▇. |
[Signatures follow on next page]
IN WITNESS WHEREOF, ▇▇▇▇ ▇▇▇▇▇▇ and the Trust have caused this Agreement to be executed by a duly authorized member and officer, respectively, as of the day and year first above written.
| LORD ▇▇▇▇▇▇ TRUST I | ||
| By: | /s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Vice President and Assistant Secretary | ||
| ▇▇▇▇, ▇▇▇▇▇▇ & CO. LLC | ||
| By: | /s/▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ | |
| ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ | ||
| Member and Chief Legal Officer | ||
| -2- |
