Lord Abbett Stock Appreciation Fund Sample Contracts

PURCHASE AGREEMENT
Purchase Agreement • November 28th, 2005 • Lord Abbett Large Cap Growth Fund
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WITNESSETH:
Lord Abbett Large Cap Growth Fund • November 30th, 2000
LORD, ABBETT & CO. LLC
Expense Reimbursement Agreement • November 28th, 2005 • Lord Abbett Large Cap Growth Fund
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”):

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”);

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 27th, 2012 • 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.

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”);

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”);

CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT
Custodian and Investment Accounting Agreement • November 25th, 2008 • 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”),

CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT
Custodian Agreement • November 27th, 2012 • 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”),

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”);

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 October 26, 2010 DST Systems, Inc.
Lord Abbett Stock Appreciation Fund • November 24th, 2010
FORM OF AMENDMENT TO AGENCY AGREEMENT
Agency Agreement • November 30th, 2009 • Lord Abbett Stock Appreciation Fund

THIS AMENDMENT (“Amendment”), effective as of October 31, 2009, is attached to, and made a part of, that certain Agency Agreement dated as of July 1, 2004 (“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 Addendum 1 to the Agency Agreement) and DST Systems, Inc. (“DST”).

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”).

WITNESSETH:
Global Custody Agreement • November 30th, 2000 • Lord Abbett Large Cap Growth Fund
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”).

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.

Addendum to Management Agreement between Lord Abbett Large-Cap Growth Fund and Lord, Abbett & Co. LLC Dated: August 1, 2005 (the "Agreement") ---------------------------------------
Lord Abbett Large Cap Growth Fund • November 28th, 2005

Lord, Abbett & Co. LLC ("Lord Abbett") and Lord Abbett Large-Cap Growth Fund (the "Fund") do hereby agree that the annual management fee rate for the Fund with respect to paragraph 2 of the Agreement shall be as follows: 0.75 of 1% of the first $1 billion of the Fund's average daily net assets; 0.70 of 1% of the next $1 billion of such assets; and 0.65 of 1% of such assets in excess of $2 billion.

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EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • November 28th, 2007 • Lord Abbett Large Cap Growth Fund

This Expense Reimbursement Agreement (this “Agreement”) is made and entered into as of this 1st day of December 2007 between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Large-Cap Growth Fund (the “Fund”).

Expense Limitation Agreement
Expense Limitation Agreement • November 27th, 2012 • Lord Abbett Stock Appreciation Fund

This Expense Limitation Agreement (the “Agreement”) is made and entered into this 1st day of December 2012 between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Stock Appreciation Fund (the “Fund”).

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”),

Form Of November [19], 2010 DST Systems, Inc.
Lord Abbett Stock Appreciation Fund • November 24th, 2010
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”).

LORD ABBETT LARGE-CAP GROWTH FUND AMENDMENT TO DECLARATION AND AGREEMENT OF TRUST
Declaration and Agreement of Trust • September 29th, 2009 • Lord Abbett Stock Appreciation Fund

The undersigned, being at least a majority of the Trustees of the 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 Section I.1 of the Declaration, pursuant to Section VIII.2. of the Declaration, by changing the name of the Trust to the “Lord Abbett Stock Appreciation Fund,” its Class A,B,C, F, I, P, R2, and R3 shares now being Class A,B,C, F, I, P, R2, and R3 shares of the Lord Abbett Stock Appreciation Fund.

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”);

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • November 25th, 2008 • Lord Abbett Large Cap Growth Fund

This Expense Reimbursement Agreement (this “Agreement”) is made and entered into as of this 1st day of December 2008 between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Large-Cap Growth Fund (the “Fund”).

AMENDED AND RESTATED EXPENSE REIMBURSEMENT AGREEMENT AS OF SEPTEMBER 14, 2007
Expense Reimbursement Agreement • September 13th, 2007 • Lord Abbett Large Cap Growth Fund

This Amended and Restated Expense Reimbursement Agreement (this “Agreement”) is made and entered into as of this 14th day of September, 2007 between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Large-Cap Growth Fund (the “Fund”). This Agreement supersedes the Agreement between Lord Abbett and Large-Cap Growth Fund dated August 1, 2006.

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:

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”).

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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