0001193125-11-260967 Sample Contracts

AGENCY AGREEMENT
Agency Agreement • September 30th, 2011 • Lord Abbett Equity Trust • 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 • September 30th, 2011 • Lord Abbett Equity Trust

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 • September 30th, 2011 • Lord Abbett Equity Trust • 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 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 • September 30th, 2011 • Lord Abbett Equity Trust

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 • September 30th, 2011 • Lord Abbett Equity Trust

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 • September 30th, 2011 • Lord Abbett Equity Trust

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”).

MANAGEMENT AGREEMENT
Management Agreement • September 30th, 2011 • Lord Abbett Equity Trust

AGREEMENT made as of this [15th] day of [December] 2011 by and between LORD ABBETT EQUITY TRUST, a Delaware statutory trust (hereinafter called the “Trust”), on behalf of those series listed in one or more addenda to this Agreement (individually a “Series” and together the “Series”), and LORD, ABBETT & CO. LLC, a Delaware limited liability company (hereinafter called the “Investment Manager”).

FORM OF
Lord Abbett Equity Trust • September 30th, 2011

This letter is to notify DST that on July 21, 2011, the Trust’s officers executed an Amendment to the Declaration and Agreement of Trust establishing two new series of the Trust – Lord Abbett Calibrated Large Cap Value Fund and Lord Abbett Calibrated Mid Cap Value Fund (each the “Fund” and collectively, the “Funds”). It is the Trust’s desire to have DST render services as transfer agent, dividend disbursing agent, and shareholder servicing agent to the Funds under the terms of the Agreement; therefore, the Trust requests that DST agree, in writing, to provide such services to the Funds thereby making each Fund a Series under the terms of the Agreement. Attached is the revised Schedule A, amended to reflect the addition of the Funds.

LORD ABBETT EQUITY TRUST1 AMENDMENT TO DECLARATION AND AGREEMENT OF TRUST
Declaration and Agreement of Trust • September 30th, 2011 • Lord Abbett Equity Trust

This instrument shall constitute an amendment to the Declaration and, following execution by a majority of the Trustees, shall be effective on September 1, 2011. This instrument may be executed in several parts.

RESTATED DISTRIBUTION AGREEMENT
Distribution Agreement • September 30th, 2011 • Lord Abbett Equity Trust

AGREEMENT made this [15th] day of [December], 2011, restating the agreement made the 12th day of May, 2001, by and between LORD ABBETT EQUITY TRUST, a Delaware Statutory Trust (hereinafter called the “Trust”), and LORD ABBETT DISTRIBUTOR LLC, a New York limited liability company (hereinafter called the “Distributor”).

FORM OF
Lord Abbett Equity Trust • September 30th, 2011

Lord Abbett Equity Trust1 (the “Trust”), 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.

AMENDMENT 19 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 • September 30th, 2011 • Lord Abbett Equity Trust

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”);

Addendum to Management Agreement between Lord Abbett Equity Trust and Lord, Abbett & Co. LLC Dated [December 15, 2011] (the “Agreement”)
Management Agreement • September 30th, 2011 • Lord Abbett Equity Trust

Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Equity Trust, on behalf of the Lord Abbett Calibrated Large Cap Value Fund (referred to in this Addendum as 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:

MANAGEMENT FEE WAIVER AND EXPENSE LIMITATION AGREEMENT
Waiver and Expense Limitation Agreement • September 30th, 2011 • Lord Abbett Equity Trust

This Management Fee Waiver and Expense Limitation Agreement (this “Agreement”) is made and entered into as of this [15th day of December, 2011] between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Equity Trust (the “Trust”) with respect to the Lord Abbett Calibrated Large Cap Value Fund and the Lord Abbett Calibrated Mid Cap Value Fund.

Addendum to Restated Distribution Agreement between Lord Abbett Equity Trust and Lord Abbett Distributor LLC Dated: [December 15], 2011 (the “Addendum”)
Distribution Agreement • September 30th, 2011 • Lord Abbett Equity Trust

Lord Abbett Distributor LLC (“Lord Abbett Distributor”) and Lord Abbett Equity Trust (the “Trust”) do hereby agree that the following Series of the Trust are added to the Restated Distribution Agreement made the [15th] day of [December], 2011:

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