0001104659-06-078104 Sample Contracts

CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT
Custodian and Investment Accounting Agreement • November 28th, 2006 • Lord Abbett Large Cap Growth Fund • Massachusetts

This Agreement between EACH LEGAL ENTITY LISTED ON EXHIBIT A HERETO, each a business trust or corporation organized and existing under the laws of the jurisdiction indicated on Exhibit A (each a “FUND”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (“STATE STREET”),

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Amended and Restated Joint Rule 12b 1 Distribution Plan and Agreement Lord Abbett Family of Funds
Distribution Plan and Agreement • November 28th, 2006 • Lord Abbett Large Cap Growth Fund

AMENDED AND RESTATED RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of March 23, 2006 by and between each of the registered, open-end management investment companies acting individually in respect of their constituent series listed on Schedule A hereto (each a “Fund”) and Lord Abbett Distributor LLC, a New York limited liability company (the ”Distributor”).

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • November 28th, 2006 • Lord Abbett Large Cap Growth Fund

This Expense Reimbursement Agreement (this “Agreement”) is made and entered into this 1st day of August 2006 between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Large-Cap Growth Fund (the “Fund”).

AMENDMENT TO DECLARATION AND AGREEMENT OF TRUST
Declaration and Agreement of Trust • November 28th, 2006 • Lord Abbett Large Cap Growth Fund

The undersigned, being at least a majority of the Trustees of Lord Abbett Large-Cap Growth Fund, a Delaware statutory trust (the “Trust”), organized pursuant to a declaration and agreement of trust dated September 29, 1999 (the “Declaration”), do hereby amend the Declaration, pursuant to Section 8.2 of the Declaration, by deleting section 2.7 in its entirety and inserting the following in lieu thereof:

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