0001193125-10-239200 Sample Contracts

AGENCY AGREEMENT
Agency Agreement • October 28th, 2010 • Lord Abbett Us Gov & Gov Sponsored Enterpr Money Market 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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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 • October 28th, 2010 • Lord Abbett Us Gov & Gov Sponsored Enterpr Money Market 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.

Form Of October 26, 2010 DST Systems, Inc.
Lord Abbett Us Gov & Gov Sponsored Enterpr Money Market Fund • October 28th, 2010
Form Of 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 Us Gov & Gov Sponsored Enterpr Money Market Fund • October 28th, 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.

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