0001193125-10-268438 Sample Contracts

AGENCY AGREEMENT
Agency Agreement • November 24th, 2010 • Lord Abbett Stock Appreciation Fund • New York

THIS AGREEMENT made the 30th day of April, 2010 (the “Effective Date”), by and among each of the funds within the Lord Abbett Family of Funds, each of such funds to be listed on Schedule A hereto as amended from time to time upon the mutual agreement of the parties, (each, a “Fund” and collectively, the “Funds”), and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (“DST”):

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CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT
Custodian and Investment Accounting Agreement • November 24th, 2010 • Lord Abbett Stock Appreciation Fund • Massachusetts
AMENDMENT 15 to the ADMINISTRATIVE SERVICES AGREEMENT among The Investment Companies comprising the Lord Abbett Family of Funds and Lord, Abbett & Co. LLC (“Lord Abbett”)
Administrative Services Agreement • November 24th, 2010 • Lord Abbett Stock Appreciation Fund

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

AMENDMENT 14 to the ADMINISTRATIVE SERVICES AGREEMENT among The Investment Companies comprising the Lord Abbett Family of Funds and Lord, Abbett & Co. LLC (“Lord Abbett”)
Administrative Services Agreement • November 24th, 2010 • Lord Abbett Stock Appreciation Fund

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

Form Of October 26, 2010 DST Systems, Inc.
Lord Abbett Stock Appreciation Fund • November 24th, 2010
October 26, 2010 State Street Bank and Trust Company One Lincoln Street Boston, MA 02111-2900 Attn: Vice President, Custody Dear Sir or Madam:
Lord Abbett Stock Appreciation Fund • November 24th, 2010

Lord Abbett Municipal Income Fund, Inc. (the “Fund”), as a party to the Custodian and Investment Accounting Agreement between various Lord Abbett-sponsored mutual funds and State Street Bank and Trust Company (“State Street”) dated November 1, 2001 (the “Agreement”), requests an amendment to the Agreement pursuant to Section 17.

Form Of November [19], 2010 State Street Bank and Trust Company One Lincoln Street Boston, MA 02111-2900 Attn: Vice President, Custody Dear Sir or Madam:
Lord Abbett Stock Appreciation Fund • November 24th, 2010

Lord Abbett Municipal Income Fund, Inc. (the “Fund”), as a party to the Custodian and Investment Accounting Agreement between various Lord Abbett-sponsored mutual funds and State Street Bank and Trust Company (“State Street”) dated November 1, 2001 (the “Agreement”), requests an amendment to the Agreement pursuant to Section 17.

MANAGEMENT FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Management Fee Waiver and Expense Reimbursement Agreement • November 24th, 2010 • Lord Abbett Stock Appreciation Fund

This Management Fee Waiver and Expense Reimbursement Agreement (the “Agreement”) is made and entered into this 1st day of December, 2010 between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Stock Appreciation Fund (the “Fund”).

Form Of November [19], 2010 DST Systems, Inc.
Lord Abbett Stock Appreciation Fund • November 24th, 2010
AMENDMENT 16 to the ADMINISTRATIVE SERVICES AGREEMENT among The Investment Companies comprising the Lord Abbett Family of Funds and Lord, Abbett & Co. LLC (“Lord Abbett”)
Administrative Services Agreement • November 24th, 2010 • Lord Abbett Stock Appreciation Fund

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

MANAGEMENT FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Management Fee Waiver and Expense Reimbursement Agreement • November 24th, 2010 • Lord Abbett Stock Appreciation Fund

This Management Fee Waiver and Expense Reimbursement Agreement (the “Agreement”) is made and entered into this 1st day of April, 2010 between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Stock Appreciation Fund (the “Fund”).

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