Management Fee Waiver and Expense Limitation Agreement

1.

With respect to Bond Debenture Portfolio, Lord ▇▇▇▇▇▇ agrees for the time period set forth in paragraph 11 below to waive all or a portion of its management fee and, if necessary, reimburse the Portfolio’s other expenses to the extent necessary so that the Portfolio’s total net annual operating expenses do not exceed an annual rate of 0.90%.

2.

With respect to Capital Structure Portfolio, Lord ▇▇▇▇▇▇ agrees for the time period set forth in paragraph 11 below to waive all or a portion of its management fee and, if necessary, reimburse the Portfolio’s other expenses to the extent necessary so that the Portfolio’s total net annual operating expenses do not exceed an annual rate of 1.15%.

3.

With respect to Classic Stock Portfolio, Lord ▇▇▇▇▇▇ agrees for the time period set forth in paragraph 11 below to waive all or a portion of its management fee and, if necessary, reimburse the Portfolio’s other expenses to the extent necessary so that the Portfolio’s total net annual operating expenses do not exceed an annual rate of 0.95%.

4.

With respect to Developing Growth Portfolio, Lord ▇▇▇▇▇▇ agrees for the time period set forth in paragraph 11 below to waive all or a portion of its management fee and, if necessary, reimburse the Portfolio’s other expenses to the extent necessary so that the Portfolio’s total net annual operating expenses do not exceed an annual rate of 0.90%.

5.

With respect to Fundamental Equity Portfolio, Lord ▇▇▇▇▇▇ agrees for the time period set forth in paragraph 11 below to waive all or a portion of its management fee and, if necessary, reimburse the Portfolio’s other expenses to the extent necessary so that the Portfolio’s total net annual operating expenses do not exceed an annual rate of 1.15%.

6.

With respect to International Core Equity Portfolio, Lord ▇▇▇▇▇▇ agrees for the time period set forth in paragraph 11 below to waive all or a portion of its management fee and, if necessary, reimburse the Portfolio’s other expenses to the extent necessary so that the Portfolio’s total net annual operating expenses do not exceed an annual rate of 0.87%.

7.

With respect to Growth Opportunities Portfolio, Lord ▇▇▇▇▇▇ agrees for the time period set forth in paragraph 11 below to waive all or a portion of its management fee and, if necessary, reimburse the Portfolio’s other expenses to the extent necessary so that the Portfolio’s total net annual operating expenses do not exceed an annual rate of 1.20%.

8.

With respect to International Opportunities Portfolio, Lord ▇▇▇▇▇▇ agrees for the time period set forth in paragraph 11 below to waive all or a portion of its management fee and, if necessary, reimburse the Portfolio’s other expenses to the extent necessary so that the Portfolio’s total net annual operating expenses do not exceed an annual rate of 1.20%.

9.

With respect to Total Return Portfolio, Lord ▇▇▇▇▇▇ agrees for the time period set forth in paragraph 11 below to waive all or a portion of its management fee and, if necessary, reimburse the Portfolio’s other expenses to the extent necessary so that the Portfolio’s total net annual operating expenses do not exceed an annual rate of 0.64%.

10.

With respect to Value Opportunities Portfolio, Lord ▇▇▇▇▇▇ agrees for the time period set forth in paragraph 11 below to waive all or a portion of its management fee and, if necessary, reimburse the Portfolio’s other expenses to the extent necessary so that the Portfolio’s total net annual operating expenses do not exceed an annual rate of 1.10%.

11.

This Agreement will be effective from May 1, 2012 through April 30, 2013. This Agreement may be terminated with respect to any Portfolio only by the Board of Directors of the Company upon written notice to Lord ▇▇▇▇▇▇.

Lord ▇▇▇▇▇▇ Series Fund, Inc.

By: 

/s/ ▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇

▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇

Vice President and Assistant Secretary

Lord, ▇▇▇▇▇▇ & Co. LLC

By: 

/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇

Member and General Counsel