ADMINISTRATION AND ACCOUNTING AGREEMENT LORD ASSET MANAGEMENT TRUST

Exhibit (h)(6)

ADMINISTRATION AND ACCOUNTING AGREEMENT

LORD ASSET MANAGEMENT TRUST

This Administration and Accounting Agreement ("Agreement"), dated and effective as of October 31, 2006, is by and between ▇▇▇▇▇▇ ▇▇▇▇▇ International, Ltd. ("Administrator"), an Illinois corporation, and Lord Asset Management Trust ("Trust"), a Delaware statutory trust.

WHEREAS, the Trust is an open-end, management investment company comprising multiple series listed on Schedule A, as amended from time to time ("Funds"), which is registered with the Securities and Exchange Commission ("SEC") by means of a registration statement under the Investment Company Act of 1940, as amended ("1940 Act") and the Securities Act of 1933, as amended ("1933 Act"); and

WHEREAS, the Trust desires to retain the Administrator to provide or procure certain administrative and fund accounting services for the Trust, and the Administrator is willing to provide or procure such services, on the terms and conditions set forth in this Agreement.

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

1. Appointment of Administrator

The Trust hereby appoints the Administrator to act as administrator with respect to the Trust for purposes of providing certain administrative and fund accounting services for the period and on the terms set forth in this Agreement. The Administrator accepts such appointment and agrees to provide or procure the services set forth in this Agreement. Absent written notification to the contrary by either the Trust or the Administrator, this appointment shall cover all duly established Funds of the Trust, whether in existence as of the date of this Agreement or established hereafter.

2. Representations and Warranties of the Administrator

3. Representations and Warranties of the Trust

4. Administration and Accounting Services

The Administrator shall provide or procure the following services as appropriate to the Funds' operations, subject to the control, supervision, authorization and direction of the Trust and, in each case where appropriate, the review and comment by the Trust's independent accountants and legal counsel and in accordance with procedures which may be established from time to time between the Trust and the Administrator:

The Administrator shall perform such other services for the Trust that are mutually agreed to by the parties from time to time, for which the Trust will pay such fees as may be mutually agreed upon, including the Administrator's reasonable out-of-pocket expenses. The provision of such services shall be subject to the terms and conditions of this Agreement.

The Administrator shall provide the office facilities and the personnel determined to be appropriate by it to perform the services contemplated herein.

5. Compliance Matters

The Administrator understands and agrees that it is a "service provider" to the Trust as contemplated by Rule 38a-1 under the 1940 Act. As such, the Administrator agrees to cooperate fully with the Trust and its Trustees and officers, including the Trust's Chief Compliance Officer ("CCO"), with respect to (1) any and all compliance-related matters, and (2) the Trust's efforts to assure that each of its service providers adopts and maintains policies and procedures that are reasonably designed to prevent violation of the "federal securities laws", as that term is defined by Rule 38a-1, by the Trust and its service providers. In this regard, the Administrator shall:

    a.     submit to the Board for its consideration and approval the Administrator's applicable compliance policies and procedures;

    b.     submit to the Board for its consideration and approval, annually (and at such other times as the Trust may reasonably request), a report ("Report") fully describing any material amendments to Administrator's compliance policies and procedures since the more recent of: (1) the Board's approval of such policies and procedures or (2) the most recent Report;

    c.     provide periodic reports discussing the Administrator's compliance program and special reports in the event of material compliance matters;

    d.     permit the Trust and its Trustees and officers to become familiar with the Administrator's operations and understand those aspects of the Administrator's operations that may expose the Trust to compliance risks or lead to a violation by the Trust or the Administrator of the federal securities laws;

    e.     permit the Trust and its Trustees and officers to maintain an active working relationship with the Administrator's compliance personnel by, among other things, providing the Trust's CCO and other officers with a specified individual within the Administrator's organization to discuss and address compliance related matters;

    f.     provide the Trust and its Trustees and CCO with such certifications as may be reasonably requested; and

    g.     reasonably cooperate with the Trust's independent public accountants and shall take all reasonable action in the performance of its obligations under this Agreement to assure that access to all reasonably necessary information and the appropriate personnel are made available to such accountants, to support the expression of the accountant's opinion and their review of the appropriate internal controls and operations, as such may be required from time to time.

6. Fees; Expenses; Expense Reimbursement

    a.     The Administrator shall receive from the Trust such compensation for the Administrator's services provided pursuant to this Agreement as may be agreed to from time to time in a written Fee Schedule to this Agreement as approved by the parties to this Agreement. The fees are accrued daily and billed monthly and shall be due and payable upon receipt of the invoice. Upon the termination of this Agreement before the end of any month, the fee for the part of the month before such termination shall be prorated according to the proportion which such part bears to the full monthly period and shall be payable upon the date of termination of this Agreement. In addition, the Trust shall reimburse the Administrator for its reasonable and fully documented out-of-pocket costs incurred in connection with this Agreement. All rights of compensation and expense reimbursement under this Agreement for services performed as of the termination date shall survive the termination of this Agreement.

    b.     The Trust agrees promptly to reimburse the Administrator for any equipment and supplies specially ordered by or for the Trust through the Administrator and for any other expenses not contemplated by this Agreement that the Administrator may incur on the Trust's behalf at the Trust's request or with the Trust's consent.

    c.     The Administrator shall be responsible for assuming only those expenses of the Trust that it has agreed to assume in writing as part of this Agreement or otherwise. The Administrator shall not, unless it has otherwise agreed in writing, be responsible for the following expenses (without limitation): organizational expenses; cost of services of independent accountants; cost of services of outside legal counsel of the Trust (including such counsel's review of the Registration Statement, Form N-CSR, Form N-Q, Form N-PX, Form N-SAR, proxy materials, federal and state tax qualification as a regulated investment company and other notices, registrations, reports, filings and materials prepared by the Administrator under this Agreement) or independent legal counsel; cost of any services contracted for by the Trust directly from parties other than the Administrator; cost of trading operations and brokerage fees, commissions and transfer taxes in connection with the purchase and sale of securities for the Trust; investment advisory fees; taxes, insurance premiums and other fees and expenses applicable to the Trust's operation; costs incidental to any meetings of shareholders including, but not limited to, legal and accounting fees, proxy filing fees and the costs of printing, distribution and mailing of any proxy materials; costs incidental to Board meetings, including fees and expenses of the Independent Trustees, the salary and expenses of any officer, trustee or employee of the Trust (other than an officer, trustee or employee of the Trust who also is an officer, director or employee of the Administrator); costs incidental to the printing, distribution and mailing of the Trust's registration statements and any amendments thereto and shareholder reports; cost of typesetting, printing, distribution and mailing of the Prospectus and SAI for the Funds; cost of preparation and filing of the Trust's tax returns; all applicable registration fees and filing fees required under federal and state securities laws; the cost of fidelity bond and D&O/E&O liability insurance; and the cost of independent pricing services used in computing the Funds' net asset values.

    d.     The Administrator is authorized to and may employ, associate with or contract with such person or persons as the Administrator may deem desirable to assist it in performing its duties under this Agreement; provided, however, that the compensation of such person or persons shall be paid by the Administrator and that the Administrator shall be as fully responsible to the Trust for the acts and omissions of any such person or persons as it is for its own acts and omissions. The Administrator may request that the Trust directly pay to any such person or persons the portion of the Administrator's compensation that the Administrator is obligated to pay to such person or persons. If the Trust agrees to such request, the compensation the Trust pays to the Administrator shall be reduced by amounts paid directly to any such person or persons.

7. Instructions and Advice

    a.     At any time, the Administrator may apply to any designated officer of the Trust for instructions and may consult with its own legal counsel or outside counsel for the Trust or the independent accountants for the Trust at the expense of the Trust, with respect to any matter arising in connection with the services to be performed by the Administrator under this Agreement.

    b.     The Administrator shall not be liable, and shall be indemnified by the Trust, for any action taken or omitted by it in good faith in reasonable reliance upon any such instructions or advice or upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons. The Administrator shall not be held to have notice of any change of authority of any person until receipt of written notice thereof from the Trust. Nothing in this section shall be construed as imposing upon the Administrator any obligation to seek such instructions or advice, or to act in accordance with such advice when received.

8. Limitation of Liability and Indemnification

    a.     The Administrator shall be responsible for the performance only of such duties as are set forth in this Agreement and, except as otherwise provided in this Agreement, shall have no responsibility for the actions or activities of any other party, including other service providers. The Administrator shall have no liability for any error of judgment or mistake of law or for any loss or damage resulting from the performance or nonperformance of its duties hereunder unless caused by or resulting from the gross negligence, bad faith or willful misfeasance of the Administrator, its sub-contractors, officers or employees in the performance of its or their obligations under this Agreement or by reason of the reckless disregard of its or their duties under this Agreement.

    b.     Neither party shall be liable to the other for any special, indirect, incidental, punitive or consequential damages, including lost profits, of any kind whatsoever (including, without limitation, attorneys' fees) under any provision of this Agreement or for any such damages arising out of any act or failure to act hereunder, each of which is hereby excluded by agreement of the parties regardless of whether such damages were foreseeable or whether either party or any entity had been advised of the possibility of such damages arising out of any act or failure to act hereunder.

    c.     The Administrator shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement or any loss, damage, cost, charge, counsel fee, payment, expenses or liability arising out of or caused, directly or indirectly, by circumstances beyond its control, including without limitation, any act of God, strike, riot, act of war, act of terrorism, equipment failure, work stoppage, power or other mechanical failure, computer virus, natural disaster, governmental action or communication disruption, provided that: (1) the Administrator has implemented and maintains a business continuity plan that is deemed to be reasonable and appropriate by the Board, (2) the business continuity plan complies with applicable laws, rules and regulations, and (3) the Administrator uses its best efforts to mitigate losses of the Funds.

    d.     The Trust shall indemnify and hold harmless the Administrator and its directors, officers, employees and sub-contractors against all loss, cost, damage and expense, including reasonable fees and expenses for legal counsel, incurred by the Administrator as a result of any claim, demand, action or suit in connection with the Administrator's acceptance of this Agreement, any action or omission of the Administrator in the performance of its duties under this Agreement, or as a result of acting upon any instructions reasonably believed by the Administrator to be genuine and to have been duly authorized by the Trust or upon reasonable reliance on information or records given or made by the Trust, provided that this indemnification shall not apply to actions or omissions of the Administrator, its sub-contractors, officers or employees in cases of its or their own gross negligence, bad faith or willful misfeasance in the performance of their obligations and duties under this Agreement or by reason of the reckless disregard of its or their duties under this Agreement.

    e.     The Administrator shall indemnify and hold harmless the Trust and its trustees, officers, employees and agents against all loss, cost, damage and expense, including reasonable fees and expenses for legal counsel, incurred by the Trust or its trustees, officers, employees or agents as a result of any claim, demand, action or suit in connection with or arising from the gross negligence, bad faith or willful misfeasance of the Administrator, its sub-contractors, officers or employees in the performance of its or their obligations and duties under this Agreement or by reason of the reckless disregard of its or their duties under this Agreement.

    f.     The indemnifications contained herein shall survive the termination of this Agreement.

9. Confidentiality

The Administrator agrees that, except as otherwise required by law or in connection with any requested disclosure to a regulatory authority with appropriate jurisdiction, it will keep confidential all records and information in its possession relating to the Trust or its shareholders or shareholder accounts and will not disclose the same to any person except at the written request or with the written consent of the Trust.

In accordance with Regulation S-P, if non-public personal information regarding customers of the Trust is disclosed to the Administrator in connection with this Agreement, the Administrator will not disclose or use that information other than as necessary to carry out the purposes of this Agreement and consistent with the Trust's privacy policy. This provision will survive the termination of this Agreement.

10. Compliance with Governmental Rules and Regulations; Records

    a.     The Trust assumes full responsibility for complying with all securities, tax, commodities and other laws, rules and regulations applicable to it. The Administrator shall comply with all laws, rules and regulations applicable to it in the performance of its duties under this Agreement.

    b.     In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Administrator agrees that all records which it maintains for the Trust shall at all times remain the property of the Trust, shall be readily accessible during normal business hours, and shall be promptly surrendered upon the termination of the Agreement or otherwise on written request. The Administrator further agrees that all records that it maintains for the Trust pursuant to Rule 31a-1 under the 1940 Act will be preserved for the periods prescribed by Rule 31a-2 under the 1940 Act unless any such records are earlier surrendered as provided above. Records may be surrendered in either written or machine-readable form, at the option of the Trust.

11. Services Not Exclusive

The services of the Administrator to the Trust are not to be deemed exclusive, and the Administrator shall be free to render similar services to others, to the extent that such service does not affect the Administrator's ability to perform its duties and obligations hereunder. The Administrator shall be deemed to be an independent contractor and shall, unless otherwise expressly provided herein or authorized by the Trust from time to time, have no authority to act or represent the Trust in any way or otherwise be deemed an agent of the Trust.

12. Term, Termination and Amendment

    a.     This Agreement shall become effective as of the date first above written. The Agreement shall remain in effect with respect to each Fund and as a whole unless terminated by either party with respect to a Fund or as a whole on sixty (60) days' prior written notice. Termination of this Agreement with respect to any given Fund shall in no way affect the continued validity of this Agreement with respect to any other Fund.

    b.     Upon termination of this Agreement, the Trust shall pay to the Administrator such compensation and any reimbursable expenses as may be due under the terms hereof as of the date of such termination, including reasonable out-of-pocket expenses associated with such termination.

    c.     This Agreement may be modified or amended from time to time by mutual written agreement of the parties hereto.

13. Notices

Any notice or other communication authorized or required by this Agreement to be given to either party shall be in writing and deemed to have been given when delivered in person or by confirmed facsimile, or posted by certified mail, return receipt requested, to the following address (or such other address as a party may specify by written notice to the other):

14. Non-Assignability

This Agreement shall not be assigned by either party hereto without the prior written consent of the other party.

15. Successors

This Agreement shall be binding on and shall inure to the benefit of the Trust and the Administrator and their respective successors and permitted assigns.

16. Entire Agreement

This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof and supersedes all previous representations, warranties or commitments regarding the services to be performed hereunder whether oral or in writing.

17. Waiver

The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver nor shall it deprive such party of the right thereafter to insist upon strict adherence to that term or any term of this Agreement. Any waiver must be in writing signed by the waiving party.

18. Severability

If any provision of this Agreement is invalid or unenforceable, the balance of the Agreement shall remain in effect, and if any provision is inapplicable to any person or circumstance it shall nevertheless remain applicable to all other persons and circumstances.

19. Governing Law

This Agreement shall be construed and the provisions thereof interpreted under and in accordance with the laws of the State of Delaware.

20. Reproduction of Documents

This Agreement and all schedules, exhibits, attachments and amendments hereto may be reproduced by any photographic, xerographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

21. Counterparts

This Agreement may be executed by the parties hereto on any number of counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the date first written above.

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ADMINISTRATION AND ACCOUNTING AGREEMENT

SCHEDULE A

Listing of Funds

▇▇▇▇▇▇ ▇▇▇▇▇ American Opportunities Fund

▇▇▇▇▇▇ ▇▇▇▇▇ International Fund

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ADMINISTRATION AND ACCOUNTING AGREEMENT

SCHEDULE B

Fee Schedule