0001193125-11-319516 Sample Contracts

AGENCY AGREEMENT
Agency Agreement • November 22nd, 2011 • 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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AMENDMENT 18 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 22nd, 2011 • Lord Abbett Stock Appreciation Fund

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

AMENDMENT 17 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 22nd, 2011 • 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 TO AGENCY AGREEMENT
Agency Agreement • November 22nd, 2011 • Lord Abbett Stock Appreciation Fund

THIS AMENDMENT (“Amendment”), effective as of March 15, 2011, is attached to, and made a part of, that certain Agency Agreement dated as of April 30, 2010 (“Effective Date”), as amended, modified and supplemented from time to time (the “Agency Agreement”), by and among each of the Funds (as such term and other capitalized terms used herein are defined in the Agency Agreement) and DST Systems, Inc. (“DST”).

The Lord Abbett Family of Funds Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement as of August 10, 2007
Distribution Plan and Agreement • November 22nd, 2011 • Lord Abbett Stock Appreciation Fund

AMENDED AND RESTATED RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of August 10, 2007 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”). This Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement dated as of August 10, 2007 supersedes the Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement dated as of March 23, 2006.

CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT
Custodian and Investment Accounting Agreement • November 22nd, 2011 • Lord Abbett Stock Appreciation 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”),

MANAGEMENT FEE WAIVER AND EXPENSE LIMITATION AGREEMENT
Management Fee Waiver and Expense Limitation Agreement • November 22nd, 2011 • Lord Abbett Stock Appreciation Fund

This Management Fee Waiver and Expense Limitation Agreement (the “Agreement”) is made and entered into this 1st day of December, 2011 between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Stock Appreciation Fund (the “Fund”).

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