Exhibit 99.(a)(iv)

ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION

OF

LORD ABBETT TAX-FREE INCOME FUND, INC.

LORD ABBETT TAX-FREE INCOME FUND, INC., a Maryland corporation having its principal office c/o The Prentice-Hall Corporation System, 11 East Chase Street, Baltimore, Maryland 21202 (hereinafter called the "Corporation"), hereby certifies to the Maryland State Department of Assessments and Taxation, that:

FIRST, the Articles of Incorporation of the Corporation, as heretofore amended, are hereby further amended to change the name of the Corporation by substituting the name "Lord Abbett Municipal Income Fund, Inc." for the name "Lord Abbett Tax-Free Income Fund, Inc." in Article II thereof.

SECOND, the amendment set forth herein has been duly approved by all members of the Board of Directors of the Corporation and is limited to a change expressly permitted by Section 2-605 of the General Corporation Law of the State of Maryland to be made without action of the stockholders.

THIRD, pursuant to Section 2-610.1 of the General Corporation Law of the State of Maryland, the amendment set forth herein will become effective on January 28, 2005.

FOURTH, The Corporation is registered as an open-end company under the Investment Company Act of 1940, as amended from time to time.

IN WITNESS WHEREOF, Lord Abbett Tax-Free Income Fund, Inc. has caused these presents to be signed in its name and on its behalf by its Vice President and Secretary and witnessed by its Vice President and Assistant Secretary on January 12, 2005.

LORD ABBETT TAX-FREE INCOME FUND, INC.

By: /s/ Paul A. Hilstad
        Paul A. Hilstad
        Vice President and Secretary

WITNESS:

/s/ Christina T. Simmons
Christina T. Simmons
Vice President and Assistant Secretary

THE UNDERSIGNED, Vice President and Secretary of Lord Abbett Tax-Free Income Fund, Inc., who executed on behalf of said Corporation the foregoing Articles of Amendment, of which this Certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles of Amendment to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information, and belief, the matters and facts set forth therein with respect to authorization and approval thereof are true in all material respects under the penalties of perjury.

/s/ Paul A. Hilstad
Paul A. Hilstad
Vice President and Secretary

Exhibit 99.(b)

(as amended 1/28/2005)

BY-LAWS

OF

LORD ABBETT MUNICIPAL INCOME FUND, INC.

(formerly Lord Abbett Tax-Free Income Fund, Inc.)

(a Maryland Corporation)

ARTICLE I

OFFICES

Section 1. PRINCIPAL OFFICE. The principal office of the Corporation in Maryland shall be in the City of Baltimore, and the name of the resident agent in charge thereof is The Prentice-Hall Corporation Systems, Maryland.

Section 2. OTHER OFFICES. The Corporation may also have an office in the City and State of New York and offices at such other places as the Board of Directors may from time to time determine.

ARTICLE II

STOCKHOLDERS MEETING

Section 1. ANNUAL MEETINGS. The Corporation shall not hold an annual meeting of its stockholders in any fiscal year of the Corporation unless required in accordance with the following sentence. The Chairman of the Board or the President shall call an annual meeting of the stockholders when the election of directors is required to be acted on by stockholders under the Investment Company Act of 1940, as amended,

and the Chairman of the Board, the President, a Vice President, the Secretary or any director shall call an annual meeting of stockholders at the request in writing of a majority of the Board of Directors or of stockholders holding at least one-quarter of the stock of the Corporation outstanding and entitled to vote at the meeting. Any annual meeting of the stockholders held pursuant to the foregoing sentence shall be held at such time and at such place, within the City of New York or elsewhere, as may be fixed by the Chairman of the Board or the President or the Board of Directors or by the stockholders holding at least one-quarter of the stock of the Corporation outstanding and entitled to vote, as the case may be, and as may be stated in the notice setting forth such call, provided that any stockholders requesting such meeting shall have paid to the Corporation the reasonably estimated cost of preparing and mailing the notice thereof, which the Secretary shall determine and specify to such stockholders. Any meeting of stockholders held in accordance with this Section 1 shall for all purposes constitute the annual meeting of stockholders for the fiscal year of the Corporation in which the meeting is held and, without limiting the generality of the foregoing, shall be held for the purposes of (a) acting on any such matter or matters so required to be acted on by stockholders under the Investment Company Act of 1940, as amended, and (b) electing directors to hold the offices of any directors who have held office for more than one year (or, in the case of directors elected prior to July 1, 1987, who have held office for more than three years) or who have been elected by the Board of Directors to fill vacancies which result from any cause, and for transacting such other business as may properly be brought before the meeting. Only such business, in addition to that prescribed by law, by the Articles of Incorporation and by these By-laws, may be brought before such meeting as may be

specified by resolution of the Board of Directors or by writing filed with the Secretary of the Corporation and signed by the Chairman of the Board or by the President or by a majority of the directors or by stockholders holding at least one-quarter of the stock of the Corporation outstanding and entitled to vote at the meeting.

Section 2. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose or purposes may be held upon call by the Chairman of the Board or by a majority of the Board of Directors, and shall be called by the Chairman of the Board, the President, a Vice President, the Secretary or any director at the request in writing of a majority of the Board of Directors or of stockholders holding at least one-quarter of the stock of the Corporation outstanding and entitled to vote at the meeting, at such time and at such place where an annual meeting of stockholders could be held, as may be fixed by the Chairman of the Board, the President or the Board of Directors or by the stockholders holding at least one-quarter of the stock of the Corporation outstanding and so entitled to vote, as the case may be, and as may be stated in the notice setting forth such call. Such request shall state the purpose or purposes of the proposed meeting, and only such purpose or purposes so specified may properly be brought before such meeting.

Section 3. NOTICE OF MEETINGS. Written or printed notice of every annual or special meeting of stockholders, stating the time and place thereof and the general nature of the business proposed to be transacted at any such meeting, shall be delivered personally or mailed not less than 10 nor more than 90 days previous thereto to each stockholder of record entitled to vote at the meeting at his address as the same appears on the books of the Corporation. Meetings may be held without notice if all of the stockholders entitled to vote are present or represented at the meeting, or if notice is

waived in writing, either before or after the meeting, by those not present or represented at the meeting. No notice of an adjourned meeting of the stockholders other than an announcement of the time and place thereof at the preceding meeting shall be required.

Section 4. QUORUM. The presence in person or by proxy of the holders of one-third of the Shares of all Classes issued and outstanding and entitled to vote thereat shall constitute a quorum for the transaction of any business at all meetings of the shareholders except as otherwise provided by law or in the Articles of Incorporation and except that where the holders of the Shares of any Class are entitled to a separate vote as a Class (a "Separate Class") or where the holders of Shares of two or more (but not all) Classes are required to vote as a single Class (a "Combined Class"), the presence in person or by proxy of the holders of one-third of the Shares of that Separate Class or Combined Class, as the case may be, issued and outstanding and entitled to vote thereat shall constitute a quorum for such vote. If, however, a quorum with respect to all Classes, a Separate Class or a Combined Class, as the case may be, shall not be present or represented at any meeting of the shareholders, the holders of a majority of the Shares of all Classes, such Separate Class or such Combined Class, as the case may be, present in person or by proxy and entitled to vote shall have power to adjourn the meeting from time to time as to all Classes, such Separate Class or such Combined Class, as the case may be, without notice other than announcement at the meeting, until the requisite number of Shares entitled to vote at such meeting shall be present. At such adjourned meeting at which the requisite number of Shares entitled to vote thereat shall be represented any business may be transacted which might have been transacted at the meeting as originally notified. The absence from any meeting of stockholders of the number of Shares in

excess of one-third of the Shares of all Classes or of the affected Class or Classes, as the case may be, which may be required by the laws of the State of Maryland, the Investment Company Act of 1940 or any other applicable law or the Articles of Incorporation, for action upon any given matter shall not prevent action of such meeting upon any other matter or matters which may properly come before the meeting, if there shall be present thereat, in person or by proxy, holders of the number of Shares required for action in respect of such matter or matters.

Section 5. VOTING. All elections shall be had and all questions decided by a majority of the votes cast, without regard to Class, at a duly constituted meeting, except as otherwise provided by law or by the Articles of Incorporation or by these By-laws and except that with respect to a question as to which the holders of Shares of any Class or Classes are entitled or required to vote as a Separate Class or a Combined Class, as the case may be, such question shall be decided as to such Separate Class or such Combined Class, as the case may be, by a majority of the votes cast by Shares of such Separate Class or such Combined Class, as the case may be.

With respect to all Shares having voting rights (a) a shareholder may vote the Shares owned of record by him either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact, provided that no proxy shall be valid after eleven months from its date unless otherwise provided in the proxy and (b) in all elections for directors every shareholder shall have the right to vote, in person or by proxy, the Shares owned of record by him, for as many persons as there are directors to be elected and for whose election he has a right to vote. Any Shareholder may give authorization by telephone, facsimile, or the Internet for another person to execute his or

her proxy. Unless otherwise specifically limited by their terms, proxies shall entitle the holder thereof to vote at any adjournment of a meeting.

ARTICLE III

BOARD OF DIRECTORS

Section 1. GENERAL POWERS. The property, affairs and business of the Corporation shall be managed by the Board of Directors, provided, however, that the Board of Directors may authorize the Corporation to enter into an agreement or agreements with any person, corporation, association, partnership or other organization, subject to the Board's supervision and control, for the purpose of providing managerial, investment advisory and related services to the Corporation which may include management or supervision of the investment portfolio of the Corporation.

Section 2. NUMBER, CLASS, QUORUM, ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The Board of Directors of the Corporation shall consist of not less than three or more than fifteen persons, none of whom need be stockholders of the Corporation. The number of directors (within the above limits) shall be determined by the Board of Directors from time to time, as it sees fit, by vote of a majority of the whole Board. Directors elected prior to July 1, 1987, shall be divided into three classes, each to hold office for a term of three years; directors elected thereafter shall consist of one class only. The directors shall be elected at each annual meeting of stockholders and, whether or not elected for a specific term, shall hold office, unless sooner removed, until their respective successors are elected and qualify.

One-third of the whole Board, but in no event less than two, shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time until a quorum shall have been obtained, when any business may be transacted which might have been transacted at a meeting as originally convened. No notice of an adjourned meeting of the directors other than an announcement of the time and place thereof at the preceding meeting shall be required. The acts of the majority of the directors present at any meeting at which there is a quorum shall be the acts of the Board, except as otherwise provided by law, by the Articles of Incorporation or by these By-laws.

Section 3. VACANCIES. The Board of Directors, by vote of a majority of the whole Board, may elect directors to fill vacancies in the Board resulting from an increase in the number of directors or from any other cause. Directors so chosen shall hold office until their respective successors are elected and qualify, unless sooner displaced pursuant to law or by these By-laws. The stockholders, at any meeting called for the purpose, may, with or without cause, remove any director by the affirmative vote of the holders of a majority of the votes entitled to be cast, and at any meeting called for the purpose may fill the vacancy in the Board thus caused.

Section 4. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at such time and place, within or without the State of Maryland, as may from time to time be fixed by Resolution of the Board or as may be specified in the notice of any meeting. No notice of regular meetings of the Board shall be required except as required by the Investment Company Act of 1940, as amended.

Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called from time to time by the Chairman of the Board, the President, any Vice President or any two directors. Each special meeting of the Board shall be held at such place, either within or outside of the State of Maryland, as shall be designated in the notice of such meeting. Notice of each such meeting shall be mailed to each director, at his residence or usual place of business, at least two days before the day of the meeting, or shall be directed to him at such place by telegraph or cable, or be delivered to him personally not later than the day before the day of the meeting. Every such notice shall state the time and place of the meeting but need not state the purposes thereof, except as otherwise expressly provided in these By-laws or by statute.

Section 6. TELEPHONIC CONFERENCE MEETINGS. Any meeting of the Board or any committee thereof may be held by conference telephone, regardless where each director may be located at the time, by means of which all persons participating in the meeting can hear each other, and participation in such meeting in such manner shall constitute presence in person at such meeting, except where the Investment Company Act of 1940, as amended, specifically requires that the vote of such director be cast in person.

Section 7. FEES AND EXPENSES. The directors shall receive such fees and expenses for services to the Corporation as may be fixed by the Board of Directors, subject however, to such limitations as may be provided in the Articles of Incorporation. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise and receiving compensation therefor.

Section 8. TRANSACTIONS WITH DIRECTORS. Except as otherwise provided by law or in the Articles of Incorporation, a director of the Corporation shall not in the absence of fraud be disqualified from office by dealing or contracting with the Corporation either as a vendor, purchaser or otherwise, nor in the absence of fraud shall any transaction or contract of the Corporation be void or voidable or affected by reason of the fact that any director, or any firm of which any director is a member, or any corporation of which any director is an officer, director or stockholder, is in any way interested in such transaction or contract; provided that at the meeting of the Board of Directors, at which said contract or transaction is authorized or confirmed, the existence of an interest of such director, firm or corporation is disclosed or made known and there shall be present a quorum of the Board of Directors a majority of which, consisting of directors not so interested, shall approve such contract or transaction. Nor shall any director be liable to account to the Corporation for any profit realized by him from or through any such transaction or contract of the Corporation ratified or approved as aforesaid, by reason of the fact that he or any firm of which he is a member, or any corporation of which he is an officer, director, or stockholder, was interested in such transaction or contract. Directors so interested may be counted when present at meetings of the Board of Directors for the purpose of determining the existence of a quorum. Any contract, transaction or act of the Corporation or of the Board of Directors (whether or not approved or ratified as hereinabove provided) which shall be ratified by a majority of the votes cast at any annual or special meeting at which a quorum is present called for such purpose, or approved in writing by a majority in interest of the stockholders having voting

power without a meeting, shall, except as otherwise provided by law, be valid and as binding as though ratified by every stockholder of the Corporation.

Section 9. COMMITTEES. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees, each such committee to consist of one or more directors of the Corporation, which, to the extent permitted by law and provided in said resolution, shall have and may exercise the powers of the Board over the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. A majority of the Members of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power at any time to change the Membership of, to fill vacancies in, or to dissolve any such committee.

Section 10. WRITTEN CONSENTS. Any action required or permitted to be taken at any meeting of the Board of Directors or by any committee thereof may be taken without a meeting, if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes or proceedings of the Board or committee.

Section 11. WAIVER OF NOTICE. Whenever under the provisions of these By-laws, or of the Articles of Incorporation, or of any of the laws of the State of Maryland, or other applicable statute, the Board of Directors is authorized to hold any meeting or take any action after notice or after the lapse of any prescribed period of time,

a waiver thereof, in writing, signed by the person or persons entitled to such notice or lapse of time, whether signed before or after the time of meeting or action stated herein, shall be deemed equivalent thereto. The presence at any meeting of a person or persons entitled to notice thereof shall be deemed a waiver of such notice as to such person or persons.

ARTICLE IV

OFFICERS

Section 1. NUMBER AND DESIGNATION. The Board of Directors shall each year appoint from among their members a Chairman and a President of the Corporation, and shall appoint one or more Vice Presidents, a Secretary and a Treasurer and, from time to time any other officers and agents as it may deem proper. Any two of the above mentioned offices, except those of the President and a Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument be required by law or by these By-laws to be executed, acknowledged or verified by any two or more officers.

Section 2. TERM OF OFFICE. The term of office of all officers shall be one year or until their respective successors are chosen; but any officer or agent chosen or appointed by the Board of Directors may be removed, with or without cause, at any time, by the affirmative vote of a majority of the members of the Board then in office.

Section 3. DUTIES. Subject to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such

powers and duties as generally appertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors.

ARTICLE V

CERTIFICATE OF STOCK

Section 1. FORM AND ISSUANCE. Each stockholder of the Corporation, of a particular Class, shall be entitled upon request, to a certificate or certificates, in such form as the Board of Directors may from time to time prescribe, which shall represent and certify the number of shares of stock of the Corporation of that Class of stock owned by such stockholder. The certificates for shares of stock of the Corporation shall bear the signature, either manual or facsimile, of the Chairman of the Board, the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and shall be sealed with the seal of the Corporation or bear a facsimile of such seal. The validity of any stock certificate shall not be affected if any officer whose signature appears thereon ceases to be an officer of the Corporation before such certificate is issued.

Section 2. TRANSFER OF STOCK. The shares of stock of the Corporation of any Class shall be transferable on the books of the Corporation by the holder thereof in person or by a duly authorized attorney, upon surrender for cancellation of a certificate or certificates for a like number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto, or, if no certificate has been issued to the holder in respect of shares of stock of the Corporation, upon receipt of written instructions, signed by such holder, to transfer such shares from the account maintained in

the name of such holder by the Corporation or its agent. Such proof for the authenticity of the signatures as the Corporation or its agent may reasonably require shall be provided.

Section 3. LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. The holder of any stock of the Corporation of any Class shall immediately notify the Corporation of any loss, theft, destruction or mutilation of any certificate therefore, and the Board of Directors may, in its discretion, cause to be issued to him a new certificate or certificates of stock of the same Class, upon the surrender of the mutilated certificate or in case of loss, theft or destruction of the certificate upon satisfactory proof of such loss, theft or destruction; and the Board of Directors may, in its discretion, require the owner of the lost, stolen or destroyed certificate, or his legal representatives, to give to the Corporation and to such registrar or transfer agent as may be authorized or required to countersign such new certificate or certificates a bond, in such sum as they may direct, and with such surety or sureties, as they may direct, as indemnity against any claim that may be made against them or any of them on account of or in connection with the alleged loss, theft, or destruction of any such certificate.

Section 4. RECORD DATE. The Board of Directors may fix, in advance, a date as the record date for the purpose of determining stockholders, of any Class, entitled to notice of, or to vote at, any meeting of stockholders, of any Class, or stockholders of any Class entitled to receive payment of any dividend or the allotment of any rights to that Class, or in order to make a determination of stockholders of any Class for any other proper purpose. Such date, in any case, shall be not more than 90 days, and in case of a meeting of stockholders, not less than 10 days, prior to the date on which the particular action requiring such determination of stockholders is to be taken. In lieu of fixing a

record date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, 20 days prior to the date of any meeting of stockholders or the date for payment of any dividend or the allotment of rights. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least 10 days immediately preceding such meeting. If no record date is fixed and the stock transfer books are not closed for determination of stockholders, the record date for the determination of stockholders entitled to notice of, or to vote at, a meeting of stockholders shall be at the close of business on the day on which notice of the meeting is mailed or the day 30 days before the meeting, whichever is the closer date to the meeting, and the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any rights shall be at the close of business on the day on which the resolution of the Board of Directors declaring the dividend or allotment of rights is adopted, provided that the payment or allotment date shall not be more than 90 days after the date of the adoption of such resolution.

ARTICLE VI

CORPORATE BOOKS

The books of the Corporation, except the original or a duplicate stock ledger, may be kept outside the State of Maryland at such place or places as the Board of Directors may from time to time determine. The original or duplicate stock ledger shall be maintained at the office of the Corporation's transfer agent.

ARTICLE VII

SIGNATURES

Except as otherwise provided in these By-Laws or as the Board of Directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Corporation and all endorsements, assignments, transfers, stock powers or other instruments of transfer of securities owned by or standing in the name of the Corporation shall be signed or executed by two officers of the Corporation, who shall be the Chairman, the President or a Vice President and a Vice President, the Secretary or the Treasurer.

ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall be established by resolution of the Board of Directors of the Corporation.

ARTICLE IX

CORPORATE SEAL

The corporate seal of the Corporation shall consist of a flat faced circular die with the word "Maryland" together with the name of the Corporation, the year of its organization, and such other appropriate legend as the Board of Directors may from time to time determine, cut or engraved thereon. In lieu of the corporate seal, when so

authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced.

ARTICLE X

INDEMNIFICATION

As part of the consideration for agreeing to serve and serving as a director of the Corporation, each director of the Corporation shall be indemnified by the Corporation against every judgement, penalty, fine, settlement, and reasonable expense (including attorneys' fees) actually incurred by the director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which the director was, is, or is threatened to be made a named defendant or respondent (or otherwise becomes a party) by reason of such director's service in that capacity or status as such, and the amount of every such judgement, penalty, fine, settlement and reasonable expense so incurred by the director shall be paid by the Corporation or, if paid by the director, reimbursed to the director by the Corporation, subject only to the conditions and limitations imposed by the applicable provisions of Section 2-418 of the Corporations and Associations Article of the Annotated Code of the State of Maryland and by the provisions of Section 17(h) of the United States Investment Company Act of 1940 as interpreted and as required to be implemented by Securities and Exchange Commission Release No. IC-11330 of September 4, 1980. The foregoing shall not limit the authority of the Corporation to indemnify any of its officers, employees or agents to the extent consistent with applicable law.

ARTICLE XI

AMENDMENTS

All By-Laws of the Corporation shall be subject to alteration, amendment, or repeal, and new By-Laws not inconsistent with any provision of the Articles of Incorporation of the Corporation may be made, either by the affirmative vote of the holders of record of a majority of the outstanding stock of the Corporation entitled to vote in respect thereof, given at an annual meeting or at any special meeting, provided notice of the proposed alteration, amendment or repeal of the proposed new By-Laws is included in or accompanies the notice of such meeting, or by the affirmative vote of a majority of the whole Board of Directors given at a regular special meeting of the Board of Directors, provided that the notice of any such special meeting indicates that the By-Laws are to be altered, amended, repealed, or that new By-Laws are to be adopted.

ARTICLE XII

COMPLIANCE WITH INVESTMENT COMPANY ACT OF 1940

INVESTMENT COMPANY ACT OF 1940. No provision of the By-Laws of the Corporation shall be given effect to the extent inconsistent with the requirements of the Investment Company Act of 1940, as amended.

Exhibit 99.(j)

[Wilmer Cutler Pickering Hale & Dorr Letterhead]

January 28, 2005

Lord Abbett Municipal Income Fund, Inc.
90 Hudson Street
Jersey City, NJ 07302-3972

Dear Sirs:

You have requested our opinion in connection with your filing of Post-Effective Amendment No. 37 to the Registration Statement on Form N-1A (the "Amendment") under the Securities Act of 1933, as amended (Amendment No. 37 under the Investment Company Act of 1940, as amended), of Lord Abbett Municipal Income Fund, Inc., a Maryland Corporation (the "Company"), and in connection therewith your registration of shares of capital stock, with a par value of $.001 each, of the following classes of the following series of the Company (collectively, the "Shares"): Lord Abbett California Tax-Free Income Fund (Classes A, C, and P); Lord Abbett Connecticut Tax-Free Income Fund (Classes A and P); Lord Abbett Hawaii Tax-Free Income Fund (Classes A and P); Lord Abbett Minnesota Tax-Free Income Fund (Classes A and P); Lord Abbett Missouri Tax-Free Income Fund (Classes A and P); Lord Abbett National Tax-Free Income Fund (Classes A, B, C, and P); Lord Abbett New Jersey Tax-Free Income Fund (Classes A and P); Lord Abbett New York Tax-Free Income Fund (Classes A, C, and P); Lord Abbett Texas Tax-Free Income Fund (Classes A and P); and Lord Abbett Washington Tax-Free Income Fund (Classes A and P).

We have examined and relied upon originals, or copies certified to our satisfaction, of such company records, documents, certificates, and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion set forth below.

We are of the opinion that the Shares issued in the continuous offering have been duly authorized and, assuming the issuance of the Shares for cash at net asset value and receipt by the Company of the consideration therefor as set forth in the Amendment and that the number of shares issued does not exceed the number authorized, the Shares will be validly issued, fully paid, and nonassessable.

We express no opinion as to matters governed by any laws other than Title 2 of the Maryland Code, Corporations and Associations. We consent to the filing of this opinion solely in connection with the Amendment. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

WILMER CUTLER PICKERING
HALE AND DORR LLP

By: /s/ Matthew A. Chambers
    Matthew A. Chambers, a partner

Exhibit 99.(k)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 37 to Registration Statement No. 2-88912 on Form N-1A of Lord Abbett Municipal Income Fund, Inc. of our report dated November 18, 2004 on the financial statements of Lord Abbett Municipal Income Fund, Inc. (formerly known as Lord Abbett Tax-Free Income Fund, Inc.) for the year ended September 30, 2004 and to the references to us under the captions "Financial Highlights" in the Prospectus and "Independent Registered Public Accounting Firm" and "Financial Statements" in the Statement of Additional Information, both of which are part of this Registration Statement.

DELOITTE & TOUCHE LLP
New York, New York
January 28, 2005

CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT

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"),

WITNESSETH:

WHEREAS, each Fund is authorized to issue shares in separate series, with each such series representing interests in a separate portfolio of securities and other assets; and

WHEREAS, each Fund intends that this Agreement be applicable to each of its series existing on the date hereof (such series together with all other series subsequently established by the Fund and made subject to this Agreement in accordance with Section 17, be referred to herein as the "PORTFOLIO(S)");

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

SECTION 1. APPOINTMENT OF STATE STREET AS CUSTODIAN AND RECORDKEEPER. Each Fund hereby appoints State Street as the custodian of the assets of the Portfolios of the Fund, including securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places within the United States ("DOMESTIC SECURITIES") and securities it desires to be held outside the United States ("FOREIGN SECURITIES"). The Fund, on behalf of the Portfolio(s), agrees to deliver to State Street all securities and cash of the Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Portfolio(s) from time to time, and the cash consideration received by it for such new or treasury shares of beneficial interest of the Fund representing interests in the Portfolios ("Shares") as may be issued or sold from time to time. State Street shall not be responsible for any property of a Portfolio held or received by the Portfolio and not delivered to State Street.

Upon receipt of "PROPER INSTRUCTIONS" (as such term is defined in Section 6 hereof), State Street shall on behalf of the applicable Portfolio(s) from time to time appoint one or more sub-custodians located in the United States, but only in accordance with an applicable vote by the Board of Trustees or Directors of the Fund (the "BOARD") on behalf of the applicable Portfolio(s). State Street may appoint as sub-custodian for the Fund's foreign securities on behalf of the applicable Portfolio(s) the foreign banking institutions and foreign securities depositories designated in Schedules A and B hereto, but only in accordance with the applicable provisions of Sections 3 and 4 of this Agreement. State Street shall use all reasonable efforts to include in each agreement whereby State Street appoints any such sub-custodian a provision to the effect that the sub-custodian will be liable to State Street for losses and liabilities caused by the negligence, misfeasance, or willful misconduct of the sub-custodian. State Street shall have no more or less responsibility or liability to the Fund on account of any actions or omissions of any sub-custodian so appointed than any such sub-custodian has to State Street.

The Fund hereby constitutes and appoints State Street to perform certain accounting and recordkeeping functions relating to portfolio transactions required of a duly registered investment company under Section 31(a) of the Investment Company Act of 1940, as amended (the "1940 Act") and to calculate the net asset value of the Portfolios.

SECTION 2. DUTIES OF STATE STREET WITH RESPECT TO PROPERTY OF EACH FUND HELD BY STATE STREET IN THE UNITED STATES

SECTION 2.1 HOLDING SECURITIES. State Street shall hold and physically segregate for the account of each Portfolio all non-cash property, to be held by it in the United States, including all domestic securities owned by such Portfolio other than securities which are maintained pursuant to Section 2.8 in a clearing agency registered with the SEC and which acts as a securities depository or in a book-entry system authorized by the U.S. Department of the Treasury (each, a "U.S. SECURITIES SYSTEM").

SECTION 2.2 DELIVERY OF SECURITIES. State Street shall release and deliver domestic securities owned by a Portfolio held by State Street or in a U.S. Securities System account of State Street only upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

1) Upon sale of such securities for the account of the Portfolio and receipt of payment therefor;

2) Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio;

3) In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.8 hereof;

4) To the depository agent in connection with tender or other similar offers for securities of the Portfolio;

5) To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to State Street;

6) To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of State Street or into the name or nominee name of any agent appointed pursuant to
Section 2.7 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to State Street;

7) Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with "street delivery" custom; provided that in any such case, State Street shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from State Street's own negligence or willful misconduct;

8) For exchange or conversion pursuant to any corporate action, including without limitation, any calls for redemption, tender or exchange offers, declarations, record and payment dates and amounts of any dividends or income, plan of merger, consolidation, recapitalization, reorganization, readjustment, split-up of shares, changes of par value, or conversion ("CORPORATE ACTION") of the securities of the

issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement; provided that, in any such case, the new securities and cash, if any, are to be delivered to State Street;

9) In the case of warrants, rights or similar securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities; provided that, in any such case, the new securities and cash, if any, are to be delivered to State Street;

10) For delivery in connection with any loans of securities made by the Portfolio, but only against receipt of adequate collateral as agreed upon from time to time by State Street and the Fund on behalf of the Portfolio, which may be in the form of cash or obligations issued by the United States government, its agencies or instrumentalities, except that in connection with any loans for which collateral is to be credited to State Street's account in the book-entry system authorized by the U.S. Department of the Treasury, State Street will not be held liable or responsible for the delivery of securities owned by the Portfolio prior to the receipt of such collateral except as may arise from State Street's own negligence or willful misconduct;

11) For delivery as security in connection with any borrowing by the Fund on behalf of the Portfolio requiring a pledge of assets by the Fund on behalf of the Portfolio, but only against receipt of amounts borrowed;

12) For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, State Street and a broker-dealer registered under the Securities Exchange Act of 1934 (the "EXCHANGE ACT") and a member of The National Association of Securities Dealers, Inc. ("NASD"), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange, or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio of the Fund;

13) For delivery in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, State Street, and a futures commission merchant registered under the Commodity Exchange Act, relating to compliance with the rules of the Commodity Futures Trading Commission ("CFTC") and/or any contract market, or any similar organization or organizations, regarding account deposits in connection with transactions by the Portfolio of the Fund;

14) Upon receipt of instructions from the transfer agent for the Fund (the "TRANSFER AGENT") for delivery to such Transfer Agent or to the holders of Shares in connection with distributions in kind, as may be described from time to time in the currently effective prospectus and statement of additional information of the Fund related to the Portfolio (the "Prospectus"), in satisfaction of requests by holders of Shares for repurchase or redemption; and

15) For any other proper corporate purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio specifying the securities of the Portfolio to be delivered and naming the person or persons to whom delivery of such securities shall be made.

SECTION 2.3 REGISTRATION OF SECURITIES. Domestic securities held by State Street (other than bearer securities) shall be registered in the name of a Portfolio or in the name of any nominee of a Fund on behalf of a Portfolio or of any nominee of State Street which nominee shall be assigned exclusively to the Portfolio, unless the applicable Fund has authorized in writing the appointment of a nominee to be used in common with other registered investment companies having the same investment advisor as the Portfolio, or in the name or nominee name of any agent appointed pursuant to Section 2.7 or in the name or nominee name of any sub-custodian appointed pursuant to Section 1. All securities accepted by State Street on behalf of a Portfolio under the terms of this Agreement shall be in "street name" or other good delivery form. If, however, a Fund directs State Street to maintain securities in "street name", State Street shall utilize all reasonable efforts to timely collect income due the Fund on such securities and to notify the Fund using all reasonable efforts of relevant information regarding securities such as maturities and pendency of calls and Corporate Actions.

SECTION 2.4 BANK ACCOUNTS. State Street shall open and maintain a separate bank account or accounts in the United States in the name of each Portfolio of each Fund, subject only to draft or order by State Street acting pursuant to the terms of this Agreement, and shall hold in such account or accounts, subject to the provisions hereof, all cash received by it from or for the account of the Portfolio, other than cash maintained by the Portfolio in a bank account established and used in accordance with Rule 17f-3 under the 1940 Act. Funds held by State Street for a Portfolio may be deposited by it to its credit as Custodian in the banking department of State Street or in such other banks or trust companies as it may in its discretion deem necessary or desirable; provided, however, that every such bank or trust company shall be qualified to act as a custodian under the 1940 Act and that each such bank or trust company and the funds to be deposited with each such bank or trust company shall on behalf of each applicable Portfolio be approved by vote of a majority of the Board. Such funds shall be deposited by State Street in its capacity as Custodian and shall be withdrawable by State Street only in that capacity.

SECTION 2.5 COLLECTION OF INCOME. Subject to the provisions of Section 2.3, State Street shall collect on a timely basis all income and other payments with respect to registered domestic securities held hereunder to which each Portfolio shall be entitled either by law or pursuant to custom in the securities business, and shall collect on a timely basis all income and other payments with respect to bearer domestic securities if, on the date of payment by the issuer, such securities are held by State Street or its agent thereof and shall credit such income, as collected, to such Portfolio's custodian account. Without limiting the generality of the foregoing, State Street shall detach and present for payment all coupons and other income items requiring presentation as and when they become due and shall collect interest when due on securities held hereunder. Income due each Portfolio on securities loaned pursuant to the provisions of Section 2.2 (10) shall be the responsibility of the Fund. State Street will have no duty or responsibility in connection therewith, other than to provide the Fund with such information or data as may be necessary to assist the Fund in arranging for the timely delivery to State Street of the income to which the Portfolio is properly entitled.

SECTION 2.6 PAYMENT OF FUND MONIES. Upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, State Street shall pay out monies of a Portfolio in the following cases only:

1) Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Portfolio but

only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to State Street (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by State Street as its agent for this purpose) registered in the name of the Portfolio or in the name of a nominee of State Street referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.8 hereof; (c) in the case of repurchase agreements entered into between the Fund on behalf of the Portfolio and State Street, or another bank, or a broker-dealer which is a member of NASD, (i) against delivery of the securities either in certificate form or through an entry crediting State Street's account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by State Street along with written evidence of the agreement by State Street to repurchase such securities from the Portfolio; or (d) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined herein;

2) In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof;

3) For the redemption or repurchase of Shares issued as set forth in
Section 5 hereof;

4) For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio: interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses;

5) For the payment of any dividends on Shares declared pursuant to the governing documents of the Fund;

6) For payment of the amount of dividends received in respect of securities sold short; and

7) For any proper corporate other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

SECTION 2.7 APPOINTMENT OF AGENTS. State Street may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company which is itself qualified under the 1940 Act to act as a custodian, as its agent to carry out such of the provisions of this Section 2 as State Street may from time to time direct; provided, however, that State Street shall notify the applicable Fund of the appointment of any agent and that such appointment shall not relieve State Street of its responsibilities or liabilities hereunder.

SECTION 2.8 DEPOSIT OF FUND ASSETS IN U.S. SECURITIES SYSTEMS. State Street may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System subject to the following provisions:

1) State Street may keep securities of the Portfolio in a U.S. Securities System provided that such securities are represented in an account of State Street in the U.S. Securities System (the "U.S. SECURITIES SYSTEM ACCOUNT") which account shall not include any assets of State Street other than assets held as a fiduciary, custodian or otherwise for customers;

2) The records of State Street with respect to securities of the Portfolio which are maintained in a U.S. Securities System shall identify by book-entry those securities belonging to the Portfolio;

3) State Street shall pay for securities purchased for the account of the Portfolio upon (i) receipt of advice from the U.S. Securities System that such securities have been transferred to the U.S. Securities System Account, and (ii) the making of an entry on the records of State Street to reflect such payment and transfer for the account of the Portfolio. State Street shall transfer securities sold for the account of the Portfolio upon (i) receipt of advice from the U.S. Securities System that payment for such securities has been transferred to the U.S. Securities System Account, and (ii) the making of an entry on the records of State Street to reflect such transfer and payment for the account of the Portfolio. Copies of all advices from the U.S. Securities System of transfers of securities for the account of the Portfolio shall identify the Portfolio, be maintained for the Portfolio by State Street and be provided to the Fund at its request. Upon request, State Street shall furnish the Fund on behalf of the Portfolio confirmation of each transfer to or from the account of the Portfolio in the form of a written advice or notice and shall furnish to the Fund on behalf of the Portfolio copies of daily transaction sheets reflecting each day's transactions in the U.S. Securities System for the account of the Portfolio;

4) State Street shall provide the Fund with any report obtained by State Street on the U.S. Securities System's accounting system, internal accounting control and procedures for safeguarding securities deposited in the U.S. Securities System;

5) Anything to the contrary in this Agreement notwithstanding, State Street shall be liable to the Fund for the benefit of the Portfolio for any loss or damage to the Portfolio resulting from use of the U.S. Securities System by reason of any negligence, misfeasance or misconduct of State Street or any of its agents or of any of its or their employees or from failure of State Street or any such agent to enforce effectively such rights as it may have against the U.S. Securities System; at the election of the Fund, it shall be entitled to be subrogated to the rights of State Street with respect to any claim against the U.S. Securities System or any other person which State Street may have as a consequence of any such loss or damage if and to the extent that the Portfolio has not been made whole for any such loss or damage.

SECTION 2.9 SEGREGATED ACCOUNT. State Street shall upon receipt of Proper Instructions on behalf of each applicable Portfolio establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by State Street pursuant to Section 2.8 hereof, (i) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, State Street and a broker-dealer registered under the

Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the CFTC or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (ii) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Portfolio or commodity futures contracts or options thereon purchased or sold by the Portfolio, (iii) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission (the "SEC"), or interpretative opinion of the staff of the SEC, relating to the maintenance of segregated accounts by registered investment companies, and (iv) for any other proper corporate purpose upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio.

SECTION 2.10 OWNERSHIP CERTIFICATES FOR TAX PURPOSES. State Street shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.

SECTION 2.11 PROXIES. State Street shall, with respect to the domestic securities held hereunder, cause to be promptly executed by the registered holder of such securities, if the securities are registered otherwise than in the name of the Portfolio or a nominee of the Portfolio, all proxies, without indication of the manner in which such proxies are to be voted, and shall promptly deliver to the Portfolio such proxies, all proxy soliciting materials and all notices relating to such securities.

SECTION 2.12 COMMUNICATIONS RELATING TO PORTFOLIO SECURITIES. Subject to the provisions of Section 2.3, State Street shall transmit promptly to each Fund for each Portfolio all written information received by State Street from issuers of securities being held for the Portfolio with respect to Corporate Actions, notices of exercise of call and put options written by the Fund on behalf of the Portfolio and the maturity of futures contracts purchased or sold by the Portfolio. With respect to tender or exchange offers, State Street shall transmit promptly to the Portfolio all written information received by State Street from issuers of the securities whose tender or exchange is sought and from the party (or its agents) making the tender or exchange offer. If the Portfolio desires to take action with respect to any Corporate Action, the Portfolio shall notify State Street at least three business days prior to the date on which State Street is to take such action.

SECTION 3. PROVISIONS RELATING TO RULES 17F-5 AND 17F-7

SECTION 3.1. DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:

"Country Risk" means all factors reasonably related to the systemic risk of holding Foreign Assets in a particular country including, but not limited to, such country's political environment, economic and financial infrastructure (including any Eligible Securities Depository operating in the country), prevailing or developing custody and settlement practices, and laws and regulations applicable to the safekeeping and recovery of Foreign Assets held in custody in that country; however, "Country Risk" does not include the custody or settlement practices and procedures of an Eligible Foreign Custodian appointed by the Foreign Custody Manager.

"Eligible Foreign Custodian" has the meaning set forth in section (a)(1) of Rule 17f-5, including a majority-owned or indirect subsidiary of a U.S. Bank (as defined in Rule 17f-5), a bank holding company meeting the requirements of an Eligible Foreign Custodian (as set forth in Rule 17f-5 or by other appropriate action of the SEC, or a foreign branch of a Bank (as defined in Section 2(a)(5) of the 1940 Act) meeting the requirements of a custodian under Section 17(f) of the 1940 Act; the term does not include any Eligible Securities Depository.

"Eligible Securities Depository" has the meaning set forth in section (b)(1) of Rule 17f-7.

"Foreign Assets" means any of the Portfolios' investments (including foreign currencies) for which the primary market is outside the United States and such cash and cash equivalents as are reasonably necessary to effect the Portfolios' transactions in such investments.

"Foreign Custody Manager" has the meaning set forth in section (a)(3) of Rule 17f-5.

"Rule 17f-5" means Rule 17f-5 promulgated under the 1940 Act.

"Rule 17f-7" means Rule 17f-7 promulgated under the 1940 Act.

SECTION 3.2. STATE STREET AS FOREIGN CUSTODY MANAGER.

3.2.1 DELEGATION TO STATE STREET AS FOREIGN CUSTODY MANAGER. Each Fund, by resolution adopted by its Board, hereby delegates to State Street, subject to
Section (b) of Rule 17f-5, the responsibilities set forth in this Section 3.2 with respect to Foreign Assets of the Portfolios held outside the United States, and State Street hereby accepts such delegation as Foreign Custody Manager with respect to the Portfolios.

3.2.2 COUNTRIES COVERED. The Foreign Custody Manager shall be responsible for performing the delegated responsibilities defined below only with respect to the countries and custody arrangements for each such country listed on Schedule A to this Agreement, which list of countries may be amended from time to time by a Fund with the agreement of the Foreign Custody Manager. The Foreign Custody Manager shall list on Schedule A the Eligible Foreign Custodians selected by the Foreign Custody Manager to maintain the assets of the Portfolios, which list of Eligible Foreign Custodians may be amended from time to time in the sole discretion of the Foreign Custody Manager. The Foreign Custody Manager will provide amended versions of Schedule A in accordance with Section 3.2.5 hereof.

Upon the receipt by the Foreign Custody Manager of Proper Instructions to open an account or to place or maintain Foreign Assets in a country listed on Schedule A, and the fulfillment by the Fund, on behalf of the Portfolios, of the applicable account opening requirements for such country, the Foreign Custody Manager shall be deemed to have been delegated by the Board on behalf of the Portfolios responsibility as Foreign Custody Manager with respect to that country and to have accepted such delegation. Execution of this Agreement by the Fund shall be deemed to be a Proper Instruction to open an account, or to place or maintain Foreign Assets, in each country listed on Schedule A in which State Street has previously placed or currently maintains Foreign Assets pursuant to the terms of the contract governing the custody arrangement. Following the receipt of Proper Instructions directing the Foreign Custody Manager to close the account of a Portfolio with the Eligible Foreign Custodian selected by the Foreign Custody Manager in a designated country, the delegation by the Board on behalf of the Portfolios to State Street as Foreign Custody Manager for that country shall be deemed to have been withdrawn and State Street shall

immediately cease to be the Foreign Custody Manager of the Portfolios with respect to that country.

The Foreign Custody Manager may withdraw its acceptance of delegated responsibilities with respect to a designated country upon written notice to the Fund. Thirty days (or such longer period to which the parties agree in writing) after receipt of any such notice by the Fund, State Street shall have no further responsibility in its capacity as Foreign Custody Manager to the Fund with respect to the country as to which State Street's acceptance of delegation is withdrawn.

3.2.3 SCOPE OF DELEGATED RESPONSIBILITIES:

(a) SELECTION OF ELIGIBLE FOREIGN CUSTODIANS. Subject to the provisions of this Section 3.2, the Foreign Custody Manager may place and maintain the Foreign Assets in the care of the Eligible Foreign Custodian selected by the Foreign Custody Manager in each country listed on Schedule A, as amended from time to time. In performing its delegated responsibilities as Foreign Custody Manager to place or maintain Foreign Assets with an Eligible Foreign Custodian, the Foreign Custody Manager shall determine that the Foreign Assets will be subject to reasonable care, based on the standards applicable to custodians in the relevant market, after considering all factors relevant to the safekeeping of such assets, including, without limitation the factors specified in Rule 17f-5(c)(1).

(b) CONTRACTS WITH ELIGIBLE FOREIGN CUSTODIANS. The Foreign Custody Manager shall determine that the contract governing the foreign custody arrangements with each Eligible Foreign Custodian selected by the Foreign Custody Manager will satisfy the requirements of Rule 17f-5(c)(2).

(c) MONITORING. In each case in which the Foreign Custody Manager maintains Foreign Assets with an Eligible Foreign Custodian selected by the Foreign Custody Manager, the Foreign Custody Manager shall establish a system to monitor
(i) the appropriateness of maintaining the Foreign Assets with such Eligible Foreign Custodian and (ii) the contract governing the custody arrangements established by the Foreign Custody Manager with the Eligible Foreign Custodian. In the event the Foreign Custody Manager determines that the custody arrangements with an Eligible Foreign Custodian it has selected are no longer appropriate or no longer meet the requirements of Rule 17f-5, the Foreign Custody Manager shall promptly notify the Board in accordance with Section 3.2.5 hereunder.

3.2.4 GUIDELINES FOR THE EXERCISE OF DELEGATED AUTHORITY. For purposes of this Section 3.2, the Board of the applicable Fund, or the Fund's investment adviser, shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which State Street is serving as Foreign Custody Manager of the Portfolios.

3.2.5 REPORTING REQUIREMENTS. The Foreign Custody Manager shall report the withdrawal of the Foreign Assets from an Eligible Foreign Custodian and the placement of such Foreign Assets with another Eligible Foreign Custodian by providing to the Board an amended Schedule A at the end of the calendar quarter in which an amendment to such Schedule has occurred. The Foreign Custody Manager shall make written reports notifying the Board of any other material change in the foreign custody arrangements of the Portfolios described in this Section 3.2 after the occurrence of the material change.

3.2.6 STANDARD OF CARE AS FOREIGN CUSTODY MANAGER OF A PORTFOLIO. In performing the responsibilities delegated to it, the Foreign Custody Manager

agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

3.2.7 REPRESENTATIONS WITH RESPECT TO RULE 17F-5. The Foreign Custody Manager represents that it is a U.S. Bank as defined in section (a)(7) of Rule 17f-5. Each Fund represents to State Street that its Board has determined that it is reasonable for the Board to rely on State Street to perform the responsibilities delegated pursuant to this Agreement to State Street as the Foreign Custody Manager of the Portfolios.

3.2.8 EFFECTIVE DATE AND TERMINATION OF STATE STREET AS FOREIGN CUSTODY MANAGER. The Board's delegation to State Street as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of State Street as Foreign Custody Manager of the Portfolios with respect to designated countries.

SECTION 3.3 ELIGIBLE SECURITIES DEPOSITORIES.

3.3.1 ANALYSIS AND MONITORING. State Street shall (a) provide each Fund (or its duly-authorized investment manager or investment advisor) with an analysis of the custody risks associated with maintaining assets with the Eligible Securities Depositories set forth on Schedule B hereto in accordance with section (a)(1)(i)(A) of Rule 17f-7, and (b) monitor such risks on a continuing basis, and promptly notify a Fund (or its duly-authorized investment manager or investment advisor) of any material change in such risks, in accordance with section (a)(1)(i)(B) of Rule 17f-7.

3.3.2 STANDARD OF CARE. State Street agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.

SECTION 4. DUTIES OF STATE STREET WITH RESPECT TO PROPERTY OF THE PORTFOLIOS HELD OUTSIDE THE UNITED STATES

SECTION 4.1 DEFINITIONS. As used throughout this Agreement, the capitalized terms set forth below shall have the indicated meanings:

"Foreign Securities System" means an Eligible Securities Depository listed on Schedule B hereto.

"Foreign Sub-Custodian" means a foreign banking institution serving as an Eligible Foreign Custodian.

SECTION 4.2. HOLDING SECURITIES. State Street shall identify on its books as belonging to the Portfolios the foreign securities held by each Foreign Sub-Custodian or Foreign Securities System. State Street may hold foreign securities for all of its customers, including the Portfolios, with any Foreign Sub-Custodian in an account that is identified as belonging to State Street for the benefit of its customers, provided however, that (i) the records of State Street with respect to foreign securities of the Portfolios which are maintained in such account shall identify those securities as belonging to the Portfolios and (ii), to the extent permitted and customary in the market in which the account is maintained, State Street shall require that securities so held by the Foreign Sub-Custodian be held separately from any assets of such Foreign Sub-Custodian or of other customers of such Foreign Sub-Custodian.

SECTION 4.3. FOREIGN SECURITIES SYSTEMS. Foreign securities shall be maintained in a Foreign Securities System in a designated country through arrangements implemented by State Street or a Foreign Sub-Custodian, as applicable, in such country.

SECTION 4.4. TRANSACTIONS IN FOREIGN CUSTODY ACCOUNT.

4.4.1. DELIVERY OF FOREIGN ASSETS. State Street or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by State Street or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

(i) upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;

(ii) in connection with any repurchase agreement related to foreign securities;

(iii)to the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;

(iv) to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;

(v) to the issuer thereof, or its agent, for transfer into the name of State Street (or the name of the respective Foreign Sub-Custodian or of any nominee of State Street or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;

(vi) to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian's own negligence or willful misconduct;

(vii)for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;

(viii) in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;

(ix) for delivery as security in connection with any borrowing by the Portfolios requiring a pledge of assets by the Portfolios;

(x) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(xi) in connection with the lending of foreign securities; and

(xii)for any other proper corporate purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered and naming the person or persons to whom delivery of such securities shall be made.

4.4.2. PAYMENT OF PORTFOLIO MONIES. Upon receipt of Proper Instructions, which may be continuing instructions when deemed appropriate by the parties, State Street shall pay out, or direct the respective Foreign Sub-Custodian or the respective Foreign Securities System to pay out, monies of a Portfolio in the following cases only:

(i) upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;

(ii) in connection with the conversion, exchange or surrender of foreign securities of the Portfolio;

(iii)for the payment of any expense or liability of the Portfolio, including but not limited to the following payments: interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses;

(iv) for the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through State Street or its Foreign Sub-Custodians; (v) in connection with trading in options and futures contracts, including delivery as original margin and variation margin;

(vi) for payment of part or all of the dividends received in respect of securities sold short;

(vii)in connection with the borrowing or lending of foreign securities; and

(viii)for any other proper corporate purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

4.4.3. MARKET CONDITIONS. Notwithstanding any provision of this Agreement to the contrary, settlement and payment for Foreign Assets received for the account of the Portfolios and delivery of Foreign Assets maintained for the account of the Portfolios may be effected in accordance with the customary established securities trading or processing practices and procedures in the country or market in which the transaction occurs, including, without limitation, delivering Foreign Assets to the purchaser thereof or to a dealer therefor (or an agent for such purchaser or dealer) with the expectation of receiving later payment for such Foreign Assets from such purchaser or dealer.

State Street shall provide to the Board the information with respect to custody

and settlement practices in countries in which State Street appoints a Foreign Sub-Custodian described on Schedule C hereto at the time or times set forth on such Schedule. State Street may revise Schedule C from time to time, provided that no such revision shall result in the Board being provided with substantively less information than had been previously provided hereunder.

SECTION 4.5. REGISTRATION OF FOREIGN SECURITIES. The foreign securities maintained in the custody of a Foreign Sub-Custodian (other than bearer securities) shall be registered in the name of the applicable Portfolio or in the name of State Street or in the name of any Foreign Sub-Custodian or in the name of any nominee of the foregoing, and the applicable Fund on behalf of such Portfolio agrees to hold any such nominee harmless from any liability as a holder of record of such foreign securities. State Street or a Foreign Sub-Custodian shall not be obligated to accept securities on behalf of a Portfolio under the terms of this Agreement unless the form of such securities and the manner in which they are delivered are in accordance with reasonable market practice.

SECTION 4.6 BANK ACCOUNTS. State Street shall identify on its books as belonging to each Fund cash (including cash denominated in foreign currencies) deposited with State Street. Where State Street is unable to maintain, or market practice does not facilitate the maintenance of, cash on the books of State Street, a bank account or bank accounts shall be opened and maintained outside the United States on behalf of a Portfolio with a Foreign Sub-Custodian. All accounts referred to in this Section shall be subject only to draft or order by State Street (or, if applicable, such Foreign Sub-Custodian) acting pursuant to the terms of this Agreement to hold cash received by or from or for the account of the Portfolio. Cash maintained on the books of State Street (including its branches, subsidiaries and affiliates), regardless of currency denomination, is maintained in bank accounts established under, and subject to the laws of, The Commonwealth of Massachusetts.

SECTION 4.7. COLLECTION OF INCOME. State Street shall use reasonable commercial efforts to collect all income and other payments with respect to the Foreign Assets held hereunder to which the Portfolios shall be entitled and shall credit such income, as collected, to the applicable Portfolio. In the event that extraordinary measures are required to collect such income, the Fund and State Street shall consult as to such measures and as to the compensation and expenses of State Street relating to such measures.

SECTION 4.8 SHAREHOLDER RIGHTS. With respect to the foreign securities held pursuant to this Section 4, State Street will use reasonable commercial efforts to facilitate the exercise of voting and other shareholder rights, subject always to the laws, regulations and practical constraints that may exist in the country where such securities are issued. The Fund acknowledges that local conditions, including lack of regulation, onerous procedural obligations, lack of notice and other factors may have the effect of severely limiting the ability of the Fund to exercise shareholder rights.

SECTION 4.9. COMMUNICATIONS RELATING TO FOREIGN SECURITIES. State Street shall transmit promptly to each Fund written information with respect to Corporate Actions received by State Street via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios. With respect to tender or exchange offers, State Street shall transmit promptly to a Fund written information with respect to materials so received by State Street from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. Absent State Street's negligence, misfeasance, or misconduct, State Street shall not be liable for any untimely exercise of any action, right or power in connection

with a Corporate Action unless (i) State Street or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and
(ii) State Street receives Proper Instructions with regard to the Corporate Action, and both (i) and (ii) occur at least three business days prior to the date on which State Street is to take action to exercise such right or power.

SECTION 4.10. LIABILITY OF FOREIGN SUB-CUSTODIANS. Each agreement pursuant to which State Street appoints a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, State Street from and against any loss, damage, cost, expense, liability or claim arising out of or in connection with the Foreign Sub-Custodian's performance of such obligations. At the Fund's election, the Portfolios shall be entitled to be subrogated to the rights of State Street with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

SECTION 4.11 TAX LAW. State Street shall have no responsibility or liability for any obligations now or hereafter imposed on a Fund, the Portfolios or State Street as custodian of the Portfolios by the tax law of the United States or of any state or political subdivision thereof. It shall be the responsibility of each Fund to notify State Street of the obligations imposed on the Fund with respect to the Portfolios or State Street as custodian of the Portfolios by the tax law of countries other than those mentioned in the above sentence, including responsibility for withholding and other taxes, assessments or other governmental charges, certifications and governmental reporting. The sole responsibility of State Street with regard to such tax law shall be to use reasonable efforts to assist a Fund with respect to any claim for exemption or refund under the tax law of countries for which the Fund has provided such information.

SECTION 4.12. LIABILITY OF CUSTODIAN. State Street shall be liable for the acts or omissions of a Foreign Sub-Custodian to the same extent as set forth with respect to sub- custodians generally in this Agreement and, regardless of whether assets are maintained in the custody of a Foreign Sub-Custodian or a Foreign Securities System, State Street shall not be liable for any loss, damage, cost, expense, liability or claim resulting from nationalization, expropriation, currency restrictions, or acts of war or terrorism, or any other loss where the Sub- Custodian has otherwise acted with reasonable care.

SECTION 5. PAYMENTS FOR SALES OR REPURCHASES OR REDEMPTIONS OF SHARES. State Street shall receive from the distributor for the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the Fund. State Street will provide timely notification to the Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio.

From such funds as may be available for the purpose, State Street shall, upon receipt of instructions from the Transfer Agent, make funds available for payment to holders of Shares who have delivered to the Transfer Agent a request for redemption or repurchase of their Shares. In connection with the redemption or repurchase of Shares, State Street is authorized upon receipt of instructions from the Transfer Agent to wire funds to or through a commercial bank designated by the redeeming shareholders. In connection with the redemption or repurchase of Shares, State Street shall honor checks drawn on State Street by a holder of Shares, which checks have been furnished by the Fund to the holder of Shares, when presented to State Street in accordance with such procedures and controls

as are mutually agreed upon from time to time between the Fund and State Street.

SECTION 6. PROPER INSTRUCTIONS. Proper Instructions as used throughout this Agreement means a writing signed or initialed by one or more person or persons as the Board shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved, including a specific statement of the purpose for which such action is requested. Each Fund shall provide State Street with a list of persons authorized to give oral instructions. Oral instructions will be considered Proper Instructions if State Street reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. State Street shall give a Fund prompt notice of the receipt of an oral instruction and the Fund shall cause all oral instructions to be confirmed in writing. Proper Instructions may include communications effected directly between electro-mechanical or electronic devices provided that each Fund and State Street agree to security procedures, including but not limited to, the security procedures selected by a Fund in the Funds Transfer Addendum attached hereto. For purposes of this Section, Proper Instructions shall include instructions received by State Street pursuant to any three-party agreement which requires a segregated asset account in accordance with Section 2.10.

SECTION 7. ACTIONS PERMITTED WITHOUT EXPRESS AUTHORITY. State Street may in its discretion, without express authority from a Fund on behalf of each applicable Portfolio: 1) make payments to itself or others for minor expenses of handling securities or other similar items relating to its duties under this Agreement, provided that all such payments shall be accounted for to a Fund on behalf of the Portfolio; 2) surrender securities in temporary form for securities in definitive form; 3) endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and 4) in general, attend to all non-discretionary details in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the securities and property of the Portfolio except as otherwise directed by the Board.

SECTION 8. EVIDENCE OF AUTHORITY State Street shall be protected in acting upon any instructions, notice, request, consent, certificate or other instrument or paper reasonably believed by it to be genuine and to have been properly executed by or on behalf of a Fund. State Street may receive and accept a copy of a resolution certified by the Secretary or an Assistant Secretary of a Fund ("CERTIFIED RESOLUTION") as conclusive evidence (a) of the authority of any person to act in accordance with such resolution or (b) of any determination or of any action by the Board as described in such resolution, and such resolution may be considered as in full force and effect until receipt by State Street of written notice to the contrary.

SECTION 9. DUTIES OF STATE STREET WITH RESPECT TO THE BOOKS OF ACCOUNT AND CALCULATION OF NET ASSET VALUE AND NET INCOME

SECTION 9.1 DELIVERY OF ACCOUNTS AND RECORDS. Fund will turn over or cause to be turned over to State Street all accounts and records needed by State Street to perform its duties and responsibilities hereunder fully and properly. State Street may rely conclusively on the completeness and correctness of such accounts and records.

SECTION 9.2 ACCOUNTS AND RECORDS. State Street will prepare and maintain, under the direction of and as interpreted by each Fund, each Fund's or Portfolio's accountants and/or other advisors, in complete, accurate and current form such accounts and records: (1) required to be maintained by a Fund with respect to portfolio transactions under Section 31(a) of the 1940 Act and the rules and regulations from time to time adopted thereunder; (2) required as a

basis for calculation of each Portfolio's net asset value; and (3) as otherwise agreed upon by the parties. Fund will advise State Street in writing of all applicable record retention requirements, other than those set forth in the 1940 Act. State Street will preserve such accounts and records in the manner and for the periods prescribed in the 1940 Act or for such longer period as is agreed upon by the parties. Each Fund will furnish, in writing or its electronic or digital equivalent, accurate and timely information needed by State Street to complete such accounts and records when such information is not readily available from generally accepted securities industry services or publications. Upon notification from State Street, a Fund will prepare and maintain the books and records as set forth above on a "back-up" basis from the date hereof until completion of the conversion period in the event that State Street is unable to do so as a result of events or circumstances beyond the reasonable control of State Street, including, without limitation, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts.

SECTION 9.3 ACCOUNTS AND RECORDS PROPERTY OF EACH FUND. State Street acknowledges that all of the accounts and records maintained by State Street pursuant hereto are the property of a Fund, and will be made available to that Fund for inspection or reproduction within a reasonable period of time, upon demand. State Street will assist a Fund's independent auditors, or upon the prior written approval of a Fund, or upon demand, any regulatory body, in any requested review of that Fund's accounts and records but the Fund will reimburse State Street for all expenses and employee time invested in any such review outside of routine and normal periodic reviews. Upon receipt from a Fund of the necessary information or instructions, State Street will supply information from the books and records it maintains for the Fund that the Fund may reasonably request for tax returns, questionnaires, periodic reports to shareholders and such other reports and information requests as the Fund and State Street may agree upon from time to time.

SECTION 9.4 ADOPTION OF PROCEDURES. State Street and each Fund may from time to time adopt such procedures as they agree upon, and State Street may conclusively assume that no procedure approved or directed by a Fund, a Fund's or Portfolio's accountants or other advisors conflicts with or violates any requirements of the prospectus, articles of incorporation, bylaws, declaration of trust, any applicable law, rule or regulation, or any order, decree or agreement by which the Fund may be bound. Each Fund will be responsible for notifying State Street of any changes in statutes, regulations, rules, requirements or policies which may impact State Street responsibilities or procedures under this Agreement.

SECTION 9.5 VALUATION OF ASSETS. State Street will value the assets of each Portfolio in accordance with a Fund's Instructions utilizing the pricing sources designated by that Fund ("Pricing Sources") on the Price Source and Methodology Authorization Matrix, incorporated herein by this reference.

SECTION 10. RECORDS State Street shall with respect to each Portfolio create and maintain all records relating to its activities and obligations under this Agreement in such manner as will meet the obligations of a Fund under the 1940 Act, with particular attention to Section 31 thereof and Rules 31a-1 and 31a-2 thereunder. All such records shall be the property of the Fund and shall at all times during the regular business hours of State Street be open for inspection by duly authorized officers, employees or agents of the Fund and employees and agents of the SEC. State Street shall, at a Fund's request, supply the Fund with a tabulation of securities owned by each Portfolio and held by State Street and shall, when requested to do so by the Fund and for such compensation as shall be agreed upon between the Fund and State Street, include certificate numbers in

such tabulations.

SECTION 11. OPINION OF FUND'S INDEPENDENT ACCOUNTANT State Street shall take all reasonable action, as a Fund on behalf of each applicable Portfolio may from time to time request, to obtain from year to year favorable opinions from the Fund's independent accountants with respect to its activities hereunder in connection with the preparation of the Fund's Form N-1A, and Form N-SAR or other annual reports to the SEC and with respect to any other requirements thereof.

SECTION 12. REPORTS TO FUND BY INDEPENDENT PUBLIC ACCOUNTANTS State Street shall provide each Fund, on behalf of each of the applicable Portfolios at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System, relating to the services provided by State Street under this Agreement; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by a Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

SECTION 13. COMPENSATION OF STATE STREET State Street shall be entitled to reasonable compensation for its services and expenses as custodian and recordkeeper, as agreed upon from time to time between each Fund on behalf of each applicable Portfolio and State Street. The initial Fee Schedule is attached hereto as Exhibit B.

SECTION 14. RESPONSIBILITY OF CUSTODIAN So long as and to the extent that it is in the exercise of reasonable care, State Street shall not be responsible for the title, validity or genuineness of any property or evidence of title thereto received by it or delivered by it pursuant to this Agreement and shall be held harmless in acting upon any notice, request, consent, certificate or other instrument reasonably believed by it to be genuine and to be signed by the proper party or parties, including any futures commission merchant acting pursuant to the terms of a three-party futures or options agreement. State Street shall be held to the exercise of reasonable care in carrying out the provisions of this Agreement, but shall be kept indemnified by and shall be without liability to a Fund for any action taken or omitted by it in good faith without negligence, including, without limitation, acting in accordance with any Proper Instruction. It shall be entitled to rely on and may act upon advice of counsel (who may be counsel for the Fund) on all matters, and shall be without liability for any action reasonably taken or omitted pursuant to such advice. State Street shall be without liability to a Fund and the applicable Portfolios for any loss, liability, claim or expense resulting from or caused by anything which is part of Country Risk (as defined in Section 3 hereof), including without limitation nationalization, expropriation, currency restrictions, or acts of war, revolution, riots or terrorism.

Except as may arise from State Street's own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, State Street shall be without liability to a Fund for any loss, liability, claim or expense resulting from or caused by; (i) events or circumstances beyond the reasonable control of State Street or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by the Fund or its duly-authorized investment manager or investment advisor in their

instructions to State Street provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to State Street's sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of State Street, the Fund, State Street's sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits;
(vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and
(vii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.

State Street shall be liable for the acts or omissions of a Foreign Sub-Custodian (as defined in Section 4 hereof) to the same extent as set forth with respect to sub-custodians generally in this Agreement.

If a Fund on behalf of a Portfolio requires State Street to take any action with respect to securities, which action involves the payment of money or which action may, in the opinion of State Street, result in State Street or its nominee assigned to the Fund or the Portfolio being liable for the payment of money or incurring liability of some other form, the Fund on behalf of the Portfolio, as a prerequisite to requiring State Street to take such action, shall provide indemnity to State Street in an amount and form satisfactory to it.

If a Fund requires State Street, its affiliates, subsidiaries or agents, to advance cash or securities for any purpose (including but not limited to securities settlements, foreign exchange contracts and assumed settlement) or in the event that State Street or its nominee shall incur or be assessed any taxes, charges, expenses, assessments, claims or liabilities in connection with the performance of this Agreement, except such as may arise from its or its nominee's own negligent action, negligent failure to act or willful misconduct, any property at any time held for the account of the applicable Portfolio shall be security therefor and should the Fund fail to repay State Street promptly, State Street shall be entitled to utilize available cash and to dispose of such Portfolio's assets to the extent necessary to obtain reimbursement.

State Street is not responsible or liable for, and each Fund will indemnify and hold State Street harmless from and against, any and all costs, expenses, losses, damages, charges, counsel fees (including, without limitation, disbursements and the allocable cost of in-house counsel), payments and liabilities which may be asserted against or incurred by State Street or for which State Street may be held to be liable, arising out of or attributable to any error, omission, inaccuracy or other deficiency in any Portfolio's accounts and records or other information provided to State Street by or on behalf of a Portfolio, including the accuracy of the prices quoted by the Pricing Sources or for the information supplied by that Fund to value the assets, or the failure of that Fund to provide, or provide in a timely manner, any accounts, records, or information needed by State Street to perform its duties hereunder

State Street shall only be liable for direct damages that are the result of State Street's action or failure to act.

State Street agrees to maintain commercially reasonable back-up and disaster

recovery procedures and plans designed to minimize any loss of data or service interruption. Such procedures and plans include each Fund's provision of certain services as set forth more specifically in Section 9.2 above.

SECTION 15. EFFECTIVE PERIOD, TERMINATION AND AMENDMENT This Agreement shall become effective as of its execution, shall continue in full force and effect until terminated as hereinafter provided, may be amended at any time by mutual agreement of the parties hereto and may be terminated by either party by an instrument in writing delivered or mailed, postage prepaid to the other party, such termination to take effect not sooner than sixty (60) days after the date of such delivery or mailing; provided, however, that the Fund shall not amend or terminate this Agreement in contravention of any applicable federal or state regulations, or any provision of the Fund's Declaration of Trust, Articles of Incorporation, or other governing documents, and further provided, that a Fund on behalf of one or more of the Portfolios may at any time by action of its Board (i) substitute another bank or trust company for State Street by giving notice as described above to State Street, or (ii) immediately terminate this Agreement in the event of the appointment of a conservator or receiver for State Street by the Comptroller of the Currency or upon the happening of a like event at the direction of an appropriate regulatory agency or court of competent jurisdiction. Upon termination of the Agreement:

1) each Fund on behalf of each applicable Portfolio shall (a) pay to State Street such compensation as may be due as of the date of such termination and shall likewise reimburse State Street for its reasonable costs, expenses and disbursements, (b) designate a successor recordkeeper (which may be the Fund) by Proper Instructions; and (c) designate a successor custodian by Proper Instruction.

2) Upon payment of all sums due to it from a Fund, State Street shall (a) deliver all accounts and records to the successor recordkeeper (or, if none, to that Fund) at the office of State Street, and (b) deliver to such successor custodian at the office of State Street, duly endorsed and in the form for transfer, all securities of each applicable Portfolio then held by it hereunder and shall transfer to an account of the successor custodian all of the securities of each such Portfolio held in a Securities System.

If no such successor custodian shall be appointed, State Street shall, in like manner, upon receipt of a Certified Resolution, deliver at the office of State Street and transfer such securities, funds and other properties in accordance with such resolution.

In the event that no written order designating a successor custodian or Certified Resolution shall have been delivered to State Street on or before the date when such termination shall become effective, then State Street shall have the right to deliver to a bank or trust company, which is a "bank" as defined in the 1940 Act, doing business in Boston, Massachusetts, or New York, New York, of its own selection, having an aggregate capital, surplus, and undivided profits, as shown by its last published report, of not less than $25,000,000, all securities, funds and other properties held by State Street on behalf of each applicable Portfolio and all instruments held by State Street relative thereto and all other property held by it under this Agreement on behalf of each applicable Portfolio, and to transfer to an account of such successor custodian all of the securities of each such Portfolio held in any Securities System. Thereafter, such bank or trust company shall be the successor of State Street under this Agreement.

In the event that accounts, records, securities, funds and other properties

remain in the possession of State Street after the date of termination hereof owing to failure of a Fund to procure the Certified Resolution to appoint a successor custodian, State Street shall be entitled to fair compensation for its services during such period as State Street retains possession of such accounts, records, securities, funds and other properties and the provisions of this Agreement relating to the duties and obligations of State Street shall remain in full force and effect.

SECTION 16. INTERPRETIVE AND ADDITIONAL PROVISIONS. In connection with the operation of this Agreement, State Street and each Fund, on behalf of each of the applicable Portfolios, may from time to time agree on such provisions interpretive of or in addition to the provisions of this Agreement as may in their joint opinion be consistent with the general tenor of this Agreement. Any such interpretive or additional provisions shall be in a writing signed by both parties and shall be annexed hereto, provided that no such interpretive or additional provisions shall contravene any applicable federal or state regulations or any provision of the Fund's Declaration of Trust, Articles of Incorporation, or other governing documents. No interpretive or additional provisions made as provided in the preceding sentence shall be deemed to be an amendment of this Agreement.

SECTION 17. ADDITIONAL FUNDS. In the event that a Fund establishes one or more series with respect to which it desires to have State Street render services as custodian and recordkeeper under the terms hereof, it shall so notify State Street in writing, and if State Street agrees in writing to provide such services, such series of Shares shall become a Portfolio hereunder.

SECTION 18. MASSACHUSETTS LAW TO APPLY. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.

SECTION 19. PRIOR AGREEMENTS. This Agreement supersedes and terminates, as of the date hereof, all prior Agreements between each Fund on behalf of each of the Portfolios and State Street relating to the custody or recordkeeper of a Fund's assets.

To a Fund:                      FUND NAME
                                90 Hudson Street
                                Jersey City, NY  07302-3972
                                Attention: Tracie Richter
                                Telephone: 201 395-2118
                                Telecopy:  201-395-3118

To State Street:                STATE STREET BANK AND TRUST COMPANY
                                801 Pennsylvania Avenue
                                Kansas City, MO  64105
                                Attention:  Vice President, Custody
                                Telephone: 816-871-9478
                                Telecopy: 816-871-9648

Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case

of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.

SECTION 21. REPRODUCTION OF DOCUMENTS. This Agreement and all schedules, addenda, exhibits, attachments and amendments hereto may be reproduced by any photographic, photostatic, microfilm, micro-card, miniature photographic or other similar process. The parties hereto all/each agree that any such reproduction shall be admissible in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or further reproduction of such reproduction shall likewise be admissible in evidence.

SECTION 22. REMOTE ACCESS SERVICES ADDENDUM. State Street and each Fund agree to be bound by the terms of the Remote Access Services Letter, incorporated herein by this reference.

SECTION 23. NO ASSIGNMENT. Neither a Fund nor State Street shall assign any rights or obligations under this Agreement to any other party without the written consent to such assignment signed by both the Fund and State Street. State Street further agrees that its Kansas City location will be primarily responsible for the performance of the services rendered hereunder unless the Fund agrees otherwise.

SECTION 24. TRUST NOTICE. If a Fund is a Trust, notice is hereby given that this Agreement has been executed on behalf of Fund by the undersigned duly authorized representative of Fund in his/her capacity as such and not individually; and that the obligations of this Agreement are binding only upon the assets and property of Fund and not upon any trustee, officer of shareholder of Fund individually, and, if the Fund is a Massachusetts business trust, that a copy of Fund's Trust Agreement and all amendments thereto is on file with the Secretary of State of Massachusetts.

SECTION 25. SHAREHOLDER COMMUNICATIONS ELECTION. SEC Rule 14b-2 requires banks which hold securities for the account of customers to respond to requests by issuers of securities for the names, addresses and holdings of beneficial owners of securities of that issuer held by the bank unless the beneficial owner has expressly objected to disclosure of this information. In order to comply with the rule, State Street needs the Fund to indicate whether it authorizes State Street to provide the Fund's name, address, and share position to requesting companies whose securities the Fund owns. If a Fund tells State Street "no", State Street will not provide this information to requesting companies. If a Fund tells State Street "yes" or does not check either "yes" or "no" below, State Street is required by the rule to treat the Fund as consenting to disclosure of this information for all securities owned by the Fund or any funds or accounts established by the Fund. For each Fund's protection, the Rule prohibits the requesting company from using the Fund's name and address for any purpose other than corporate communications. Please indicate below whether each Fund consents or objects by checking one of the alternatives below.

YES  [ ] State Street is authorized to release the Fund's name, address, and
     share positions.

NO   [X] State Street is not authorized to release the Fund's name, address, and

share positions.

SECTION 26. LIABILITY OF PORTFOLIOS SEVERAL AND NOT JOINT. The obligations of a Portfolio under this Agreement are enforceable solely against that Portfolio and its assets

IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and behalf by its duly authorized representative and its seal to be hereunder affixed as of November 1, 2001.

ON BEHALF OF EACH OF THE LEGAL ENTITIES
LISTED ON EXHIBIT A, ATTACHED HERETO SIGNATURE ATTESTED TO BY:

By:   /s/ JOAN A. BINSTOCK                   By: /s/ TRACIE E. RICHTER

Name:   Joan A. Binstock                     Name:   Tracie E. Richter

Title:  Vice President                       Title:  Vice President

STATE STREET BANK AND TRUST COMPANY SIGNATURE ATTESTED TO BY:

By:  /s/ W. ANDREW FRY                       By:     /s/ STEPHEN HILLIARD

Name:    W. Andrew Fry                       Name:       Stephen Hilliard

Title:   Senior Vice President               Title:      Senior Vice President

                                                                 TYPE OF
ENTITY AND SERIES                                                ENTITY              JURISDICTION
Lord Abbett Developing Growth Fund, Inc.                         Corporation         Maryland
Lord Abbett Affiliated Fund, Inc.                                Corporation         Maryland
Lord Abbett Bond-Debenture Fund, Inc.                            Corporation         Maryland
Lord Abbett Mid-Cap Value Fund, Inc.                             Corporation         Maryland
Lord Abbett Large-Cap Growth Fund                                Business Trust      Delaware
Lord Abbett Blend Trust                                          Business Trust      Delaware
       Lord Abbett Small-Cap Blend Fund
Lord Abbett Securities Trust                                     Business Trust      Delaware
       Alpha Series
       Lord Abbett All Value Fund
       Lord Abbett International Opportunities Fund
       Lord Abbett Micro-Cap Growth Fund
       Lord Abbett Micro-Cap Value Fund
       Lord Abbett Large-Cap Value Fund
       Lord Abbett International Core Equity Fund
Lord Abbett Research Fund, Inc.                                  Corporation         Maryland
       Lord Abbett Growth Opportunities Fund
       Lord Abbett Large-Cap Core Fund
       Small-Cap Value Series
       Lord Abbett America's Value Fund
Lord Abbett Investment Trust                                     Business Trust      Delaware
       Balanced Series
       Lord Abbett Core Fixed Income Fund
       Lord Abbett High Yield Fund
       Lord Abbett Limited Duration U.S. Government &
          Government Sponsored Enterprises Fund
       Lord Abbett Total Return Fund
       Lord Abbett U.S. Government & Government Sponsored
          Enterprises Fund
       Lord Abbett Convertible Fund
Lord Abbett Series Fund, Inc.                                    Corporation         Maryland
       All Value Portfolio
       America's Value Portfolio
       Bond-Debenture Portfolio
       Growth and Income Portfolio
       Growth Opportunities Portfolio
       International Portfolio
       Mid-Cap Value Portfolio
Lord Abbett Global Fund, Inc.                                    Corporation         Maryland
       Equity Series
       Income Series
Lord Abbett Tax-Free Income Fund, Inc.                           Corporation         Maryland
       Lord Abbett California Tax-Free Income Fund
       Lord Abbett Connecticut Tax-Free Income Fund
       Lord Abbett Hawaii Tax-Free Income Fund
       Lord Abbett Minnesota Tax-Free Income Fund
       Lord Abbett Missouri Tax-Free Income Fund
       Lord Abbett National Tax-Free Income Fund
       Lord Abbett New Jersey Tax-Free Income Fund
       Lord Abbett New York Tax-Free Income Fund
       Lord Abbett Texas Tax-Free Income Fund
       Lord Abbett Washington Tax-Free Income Fund

Lord Abbett Municipal Income Trust                               Business Trust      Delaware
       Florida Series
       Georgia Series
       Michigan Series
       Pennsylvania Series
       Lord Abbett Insured Intermediate Tax-Free Fund
       Lord Abbett High Yield Municipal Bond Fund
Lord Abbett U.S. Government & Government Sponsored Enterprises   Corporation         Maryland
  Money Market Fund, Inc.

EXHIBIT B

FEE SCHEDULE

REMOTE ACCESS SERVICES ADDENDUM

To Custody and Investment Accounting Agreement by and between State Street Bank and Trust Company and the Lord, Abbett Fund Family dated November 1, 2001

State Street has developed proprietary accounting and other systems, and has acquired licenses for other such systems, which it utilizes in conjunction with the services we provide to you (the "Systems"). In this regard, we maintain certain information in databases under our control and ownership that we make available on a remote basis to our customers (the "Remote Access Services").

The Services. This addendum shall govern use of all Systems that State Street may from time to time agree to provide you, the Customer, and your designated investment advisors, consultants or other third parties authorized by State Street who agree to abide by the terms of this Addendum ("Authorized Designees") in order to provide Remote Access Services for the purpose of obtaining and analyzing reports and information.

Security Procedures. You agree to comply, and to cause your Authorized Designees to comply, with remote access operating standards and procedures and with user identification or other password control requirements and other security procedures as may be issued from time to time by State Street for use of the Systems and access to the Remote Access Services. You agree to advise State Street immediately in the event that you learn or have reason to believe that any person to whom you have given access to the Systems or the Remote Access Services has violated or intends to violate the terms of this Addendum and you will cooperate with State Street in seeking injunctive or other equitable relief. You agree to discontinue use of the Systems and Remote Access Services, if requested, for any security reasons cited by State Street.

Fees. Fees and charges (if any) for the use of the Systems and the Remote Access Services and related payment terms shall be as set forth in the fee schedule in effect from time to time between the parties (the "Fee Schedule"). You shall be responsible for any tariffs, duties or taxes imposed or levied by any government or governmental agency by reason of the transactions contemplated by this Agreement, including, without limitation, federal, state and local taxes, use, value added and personal property taxes (other than income, franchise or similar taxes which may be imposed or assessed against State Street). Any claimed exemption from such tariffs, duties or taxes shall be supported by proper documentary evidence delivered to State Street.

Proprietary Information/Injunctive Relief. The Systems and Remote Access Services and the databases, computer programs, screen formats, report formats, interactive design techniques, formulae, processes, systems, software, know-how, algorithms, programs, training aids, printed materials, methods, books, records, files, documentation and other information made available to you by State Street as part of the Remote Access Services and through the use of the Systems and all copyrights, patents, trade secrets and other proprietary rights of State Street and its relevant licensors related thereto are the exclusive, valuable and confidential property of State Street and its relevant licensors, as applicable (the "Proprietary Information"). You agree on behalf of yourself and your Authorized Designees to keep the Proprietary Information confidential and to limit access to your employees and Authorized Designees (under a similar duty of confidentiality) who require access to the Systems for the purposes intended. The foregoing shall not apply to Proprietary Information in the public domain or required by law to be made public.

You agree to use the Remote Access Services only in connection with the proper purposes of this Addendum. You will not, and will cause your employees and Authorized Designees not to, (i) permit any third party to use the Systems or the Remote Access Services, (ii) sell, rent, license or otherwise use the Systems or the Remote Access Services in the operation of a service bureau or for any purpose other than as expressly authorized under this Addendum, (iii) use the Systems or the Remote Access Services for any fund, trust or other investment vehicle without the prior written consent of State Street, or (iv)

allow or cause any information transmitted from State Street's databases, including data from third party sources, available through use of the Systems or the Remote Access Services, to be redistributed or retransmitted for other than use for or on behalf of yourself, as our Customer.

You agree that neither you nor your Authorized Designees will modify the Systems in any way, enhance or otherwise create derivative works based upon the Systems, nor will you or your Authorized Designees reverse engineer, decompile or otherwise attempt to secure the source code for all or any part of the Systems.

You acknowledge that the disclosure of any Proprietary Information, or of any information which at law or equity ought to remain confidential, will immediately give rise to continuing irreparable injury inadequately compensable in damages at law, and that State Street and its licensor, if applicable, shall be entitled to obtain immediate injunctive relief against the breach or threatened breach of any of the foregoing undertakings, in addition to any other legal remedies which may be available.

LIMITED WARRANTIES. State Street represents and warrants that it has the right to grant access to the Systems and to provide the Remote Access Services contemplated herein. Because of the nature of computer information technology, including but not limited to the use of the Internet, and the necessity of relying upon third-party sources, and data and pricing information obtained from third parties, the Systems and Remote Access Services are provided "AS IS", and you and your Authorized Designees shall be solely responsible for the investment decisions, results obtained, regulatory reports and statements produced using the Remote Access Services. State Street and its relevant licensors will not be liable to you or your Authorized Designees for any direct or indirect, special, incidental, punitive or consequential damages arising out of or in any way connected with the Systems or the Remote Access Services, nor shall either party be responsible for delays or nonperformance under this Addendum arising out of any cause or event beyond such party's control.

EXCEPT AS EXPRESSLY SET FORTH IN THIS ADDENDUM, STATE STREET FOR ITSELF AND ITS RELEVANT LICENSORS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES CONCERNING THE SYSTEM AND THE SERVICES TO BE RENDERED HEREUNDER, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE.

INFRINGEMENT. State Street will defend or, at our option, settle any claim or action brought against you to the extent that it is based upon an assertion that access to any proprietary System developed and owned by State Street or use of the Remote Access Services through any such proprietary System by you under this Addendum constitutes direct infringement of any United States patent or copyright or misappropriation of a trade secret, provided that you notify State Street promptly in writing of any such claim or proceeding and cooperate with State Street in the defense of such claim or proceeding. Should any such proprietary System or the Remote Access Services accessed thereby or any part thereof become, or in State Street's opinion be likely to become, the subject of a claim of infringement or the like under the patent or copyright or trade secret laws of the United States, State Street shall have the right, at State Street's sole option, to (i) procure for you the right to continue using such System or Remote Access Services, (ii) replace or modify such System or Remote Access Services so that the System or the Remote Access Services becomes noninfringing, or (iii) terminate access to the Remote Access Services without further obligation.

TERMINATION. Either party may terminate access to the Remote Access

Services (i) for any reason by giving the other party at least one-hundred and eighty (180) days' prior written notice in the case of notice of termination by State Street to you or thirty (30) days' notice in the case of notice from you to State Street of termination, or (ii) immediately for failure of the other party to comply with any material term and condition of the Addendum by giving the other party written notice of termination. In the event of termination, you will return to State Street all Proprietary Information in your possession or in the possession of your Authorized Designees. The foregoing provisions with respect to confidentiality and infringement will survive termination for a period of three (3) years.

MISCELLANEOUS. Except as provided in the next sentence, this Addendum constitutes our entire understanding with respect to access to the Systems and the Remote Access Services. If any State Street custody, accounting or other services agreement with you contains terms and conditions relating to computer systems or data access, this Addendum shall constitute an amendment and supplement to them, and in the event of any inconsistency the provisions providing the greatest benefit to State Street shall control. This Addendum cannot be modified or altered except in a writing duly executed by both of us and shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts.

Country                 Subcustodian                            Non-Mandatory
                                                                    Depositories

Argentina               Citibank, N.A.                          --

Australia               Westpac Banking Corporation             --

Austria                 Erste Bank der Oesterreichischen        --
                        Sparkassen AG

Bahrain                 British Bank of the Middle East         --
                        (as delegate of The Hongkong and
                        Shanghai Banking Corporation Limited)

Bangladesh              Standard Chartered Bank                 --

Belgium                 Generale de Banque                      --

Bermuda                 The Bank of Bermuda Limited             --

Bolivia                 Banco Boliviano Americano S.A.          --

Botswana                Barclays Bank of Botswana Limited       --

Brazil                  Citibank, N.A.                          --

Bulgaria                ING Bank N.V.                           --

Canada                  State Street Trust Company Canada       --

Chile                   Citibank, N.A.                          Deposito Central
                                                                de Valores S.A.

People's Republic       The Hongkong and Shanghai               --
of China                Banking Corporation Limited,
                        Shanghai and Shenzhen branches

Colombia                Cititrust Colombia S.A.                 --
                        Sociedad Fiduciaria

Costa Rica              Banco BCT S.A.                          --

Croatia                 Privredna Banka Zagreb d.d              --

Cyprus                  The Cyprus Popular Bank Ltd.            --

Czech Republic          Ceskoslovenska Obchodni                 --
                        Banka, A.S.

Denmark                 Den Danske Bank                         --

Ecuador                 Citibank, N.A.                          --

Egypt                   National Bank of Egypt                  --

Estonia                 Hansabank                               --

Finland                 Merita Bank Limited                     --

France                  Banque Paribas                          --

Germany                 Dresdner Bank AG                        --

                                       29

Ghana                   Barclays Bank of Ghana Limited          --

Greece                  National Bank of Greece S.A.      The Bank of Greece,
                                                          System for Monitoring
                                                          Transactions in
                                                          Securities in Book-
                                                          Entry Form

Hong Kong               Standard Chartered Bank                 --

Hungary                 Citibank Budapest Rt.                   --

Iceland                 Icebank Ltd.

India                   Deutsche Bank AG                        --

                        The Hongkong and Shanghai
                        Banking Corporation Limited

Indonesia               Standard Chartered Bank                 --

Ireland                 Bank of Ireland                         --

Israel                  Bank Hapoalim B.M.                      --

Italy                   Banque Paribas                          --

Ivory Coast             Societe Generale de Banques             --
                        en Cote d'Ivoire

Jamaica                 Scotiabank Jamaica Trust and Merchant   --
                        Bank Ltd.

Japan                   The Fuji Bank, Limited                 Japan Securities
                                                               Depository Center

                        Sumitomo Bank, Ltd.

Jordan                  British Bank of the Middle East         --
                        (as delegate of The Hongkong and
                        Shanghai Banking Corporation Limited)

Kenya                   Barclays Bank of Kenya Limited          --

                                       30

Republic of Korea       The Hongkong and Shanghai Banking
                        Corporation Limited

Latvia                  JSC Hansabank-Latvija                   --

Lebanon                 British Bank of the Middle East
                        (as delegate of The Hongkong and
                        Shanghai Banking Corporation Limited)

Lithuania               Vilniaus Bankas AB                      --

Malaysia                Standard Chartered Bank                 --
                        Malaysia Berhad

Mauritius               The Hongkong and Shanghai               --
                        Banking Corporation Limited

Mexico                  Citibank Mexico, S.A.                   --

Morocco                 Banque Commerciale du Maroc             --

Namibia                 (via) Standard Bank of South Africa     -

The Netherlands         MeesPierson N.V.                        --

New Zealand             ANZ Banking Group                       --
                        (New Zealand) Limited

Norway                  Christiania Bank og                     --
                        Kreditkasse

Oman                    British Bank of the Middle East         --
                        (as delegate of The Hongkong and
                        Shanghai Banking Corporation Limited)

Pakistan                Deutsche Bank AG                        --

Peru                    Citibank, N.A.                          --

Philippines             Standard Chartered Bank                 --

Poland                  Citibank (Poland) S.A.                  --
                        Bank Polska Kasa Opieki S.A.

                                       31

Portugal                Banco Comercial Portugus                --

Romania                 ING Bank N.V.                           --

Russia                  Credit Suisse First Boston AO, Moscow   --
                        (as delegate of Credit Suisse
                        First Boston, Zurich)

Singapore               The Development Bank                    --
                        of Singapore Limited

Slovak Republic         Ceskoslovenska Obchodni Banka, A.S.     --

Slovenia                Bank Austria d.d. Ljubljana             --

South Africa            Standard Bank of South Africa Limited   --

Spain                   Banco Santander, S.A.                   --

Sri Lanka               The Hongkong and Shanghai               --
                        Banking Corporation Limited

Swaziland               Standard Bank Swaziland Limited         --

Sweden                  Skandinaviska Enskilda Banken           --

Switzerland             UBS AG                                  --

Taiwan - R.O.C.         Central Trust of China                  --

Thailand                Standard Chartered Bank                 --

Trinidad & Tobago       Republic Bank Limited                   --

Tunisia                 Banque Internationale Arabe de Tunisie  --

Turkey                  Citibank, N.A.                          --
                        Ottoman Bank

Ukraine                 ING Bank, Ukraine                       --

                                       32

United Kingdom          State Street Bank and Trust Company,    --
                        London Branch

Uruguay                 Citibank, N.A.                          --

Venezuela               Citibank, N.A.                          --

Zambia                  Barclays Bank of Zambia Limited         --

Zimbabwe                Barclays Bank of Zimbabwe Limited       --

Euroclear (The Euroclear System)/State Street London Limited

Cedel, S.A. (Cedel Bank, socit anonyme)/State Street London Limited

INTERSETTLE (for EASDAQ Securities)

Country                 Mandatory Depositories

Argentina               Caja de Valores S.A.

Australia               Austraclear Limited

                        Reserve Bank Information and Transfer System

Austria                 Oesterreichische Kontrollbank AG
                        (Wertpapiersammelbank Division)

Belgium                 Caisse Interprofessionnelle de Depot et
                        de Virement de Titres S.A.

                        Banque Nationale de Belgique

Brazil                  Companhia Brasileira de Liquidacao e
                        Custodia (CBLC)

                        Bolsa de Valores de Rio de Janeiro
                        All SSB clients presently use CBLC

                                       34

                        Central de Custodia e de Liquidacao Financeira
                        de Titulos

Bulgaria                Central Depository AD

                        Bulgarian National Bank

Canada                  The Canadian Depository for Securities Limited

People's Republic       Shanghai Securities Central Clearing and
of China                Registration Corporation

                        Shenzhen Securities Central Clearing Co., Ltd.

Costa Rica              Central de Valores S.A. (CEVAL)

Croatia                 Ministry of Finance

                        National Bank of Croatia

Czech Republic          Stredisko cennych papiru

                        Czech National Bank

Denmark                 Vaerdipapircentralen  (the Danish Securities Center)

Egypt                   Misr Company for Clearing, Settlement,
                        and Central Depository

Estonia                 Eesti Vaartpaberite Keskdepositoorium

Finland                 The Finnish Central Securities Depository

France                  Societe Interprofessionnelle pour la Compensation des
                        Valeurs Mobilires (SICOVAM)

Germany                 Deutsche Borse Clearing AG

Greece                  The Central Securities Depository
                        (Apothetirion Titlon AE)

Hong Kong               The Central Clearing and Settlement System

                        Central Money Markets Unit

Hungary                 The Central Depository and Clearing

                        House (Budapest) Ltd. (KELER)
                        [Mandatory for Gov't Bonds only;
                        SSB does not use for other securities]

India                   The National Securities Depository Limited

Indonesia               Bank Indonesia

Ireland                 Central Bank of Ireland
                        Securities Settlement Office

Israel                  The Tel Aviv Stock Exchange Clearing House Ltd.

                        Bank of Israel

Italy                   Monte Titoli S.p.A.

                        Banca d'Italia

Ivory Coast             Depositaire Central - Banque de Reglement

Jamaica                 The Jamaican Central Securities Depository

Japan                   Bank of Japan Net System

Kenya                   Central Bank of Kenya

Republic of Korea       Korea Securities Depository Corporation

Latvia                  The Latvian Central Depository

Lebanon                 The Custodian and Clearing Center of
                        Financial Instruments for Lebanon
                        and the Middle East (MIDCLEAR) S.A.L.

                        The Central Bank of Lebanon

Lithuania               The Central Securities Depository of Lithuania

Malaysia                The Malaysian Central Depository Sdn. Bhd.

                        Bank Negara Malaysia,
                        Scripless Securities Trading and Safekeeping System

                                       36

Mauritius               The Central Depository & Settlement Co. Ltd.

Mexico                  S.D. INDEVAL, S.A. de C.V.
                        (Instituto para el Deposito de Valores)

Morocco                 Maroclear

The Netherlands         Nederlands Centraal Instituut voor
                        Giraal Effectenverkeer B.V. (NECIGEF)

                        De Nederlandsche Bank N.V.

New Zealand             New Zealand Central Securities Depository Limited

Norway                  Verdipapirsentralen (the Norwegian
                        Registry of Securities)

Oman                    Muscat Securities Market

Pakistan                Central Depository Company of Pakistan Limited

Peru                    Caja de Valores y Liquidaciones S.A.  (CAVALI)

Philippines             The Philippines Central Depository, Inc.

                        The Registry of Scripless Securities
                        (ROSS) of the Bureau of the Treasury

Poland                  The National Depository of Securities
                        (Krajowy Depozyt Papierow Wartos'ciowych)

                        Central Treasury Bills Registrar

Portugal                Central de Valores Mobiliarios (Central)

Romania                 National Securities Clearing, Settlement and
                        Depository Co.

                        Bucharest Stock Exchange Registry Division

Singapore               The Central Depository (Pte)
                        Limited

                        Monetary Authority of Singapore

Slovak Republic         Stredisko Cennych Papierov

                        National Bank of Slovakia

Slovenia                Klirinsko Depotna Druzba d.d.


South Africa            The Central Depository Limited

Spain                   Servicio de Compensacion y
                        Liquidacion de Valores, S.A.

                        Banco de Espana,
                        Central de Anotaciones en Cuenta

Sri Lanka               Central Depository System (Pvt) Limited

Sweden                  Vardepapperscentralen AB
                        (the Swedish Central Securities Depository)

Switzerland             Schweizerische Effekten - Giro AG

Taiwan - R.O.C.         The Taiwan Securities Central
                        Depository Co., Ltd.

Thailand                Thailand Securities Depository Company Limited

Tunisia                 Societe Tunisienne Interprofessionelle de
                        Compensation et de Depot de Valeurs Mobilieres

                        Central Bank of Tunisia

                        Tunisian Treasury

Turkey                  Takas ve Saklama Bankasi A.S.  (TAKASBANK)

                        Central Bank of Turkey

Ukraine                 The National Bank of Ukraine

United Kingdom          The Bank of England,
                        The Central Gilts Office and
                        The Central Moneymarkets Office

Uruguay                 Central Bank of Uruguay

Venezuela               Central Bank of Venezuela

Zambia                  Lusaka Central Depository Limited

                        Bank of Zambia

* Mandatory depositories include entities for which use is mandatory as a matter of law or effectively mandatory as a matter of market practice.

Publication/Type of Information            Brief Description
(Frequency)

The Guide to Custody in World Markets      An overview of safekeeping and
(annually)                                 settlement practices and procedures
                                           in each market in which State Street
                                           Bank and Trust Company offers
                                           custodial services.

Global Custody Network Review              Information relating to the operating
(annually)                                 history and structure of depositories
                                           and subcustodians located in the
                                           markets in which State Street Bank
                                           and Trust Company offers custodial
                                           services, including transnational
                                           depositories.

Global Legal Survey                        With respect to each market in which
(annually)                                 State Street Bank and Trust Company
                                           offers custodial services, opinions
                                           relating to whether local law
                                           restricts (i) access of a fund's
                                           independent public accountants to
                                           books and records of a Foreign Sub-
                                           Custodian or Foreign Securities
                                           System, (ii) the Fund's ability to
                                           recover in the event of bankruptcy or
                                           insolvency of a Foreign Sub-Custodian
                                           or Foreign Securities System, (iii)
                                           the Fund's ability to recover in the
                                           event of a loss by a Foreign Sub-
                                           Custodian or Foreign Securities
                                           System, and (iv) the ability of a
                                           foreign investor to convert cash and
                                           cash equivalents to U.S. dollars.

Subcustodian Agreements                    Copies of the subcustodian contracts
(annually)                                 State Street Bank and Trust Company
                                           has entered into with each
                                           subcustodian in the markets in which
                                           State Street Bank and Trust Company
                                           offers subcustody services to its US
                                           mutual fund clients.

                                       39

Network Bulletins (weekly):                Developments of interest to investors
                                           in the markets in which State Street
                                           Bank and Trust Company offers
                                           custodial services.

Foreign Custody Advisories (as necessary): With respect to markets in which State Street Bank and Trust Company offers custodial services which exhibit special custody risks, developments which may impact State Street's ability to deliver expected levels of service.

[Lord Abbett Letterhead]

December 21, 2001

State Street Bank and Trust Company
801 Pennsylvania Avenue
Kansas City, MO 64105
Attn: Vice President, Custody

Dear Sir or Madam:

Lord Abbett Research 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 the Agreement pursuant to Section 17.

Section 17 of the Agreement provides that, "in the event that a Fund establishes one or more series with respect to which it desires to have State Street render services as custodian and recordkeeping under the terms [of the Agreement], it shall so notify State Street in writing, and if State Street agrees in writing to provide such services, such series of Shares shall become a Portfolio [under the terms of the Agreement]." This letter is to notify State Street that on December 17, 2001, the Fund filed Articles Supplementary with the State of Maryland Department of Assessments and Taxation establishing a new desire to have State Street render services as custodian and recordkeeper to the Lord Abbett America's Value Fund under the terms of the Agreement; therefore, the Fund requests that State Street agree, in writing, to provide such services to the Lord Abbett America's Value Fund a Portfolio under the terms of the Agreement.

It is currently anticipated that the registration statement for the Lord Abbett America's Value Fund will become effective on December 27, 2001. Accordingly, we appreciate your prompt attention to this matter. Please indicate State Street's acceptance by signing below.

/s/ Paul A. Hilstad
Paul A. Hilstad
Vice President and Secretary

Accepted:

/s/Julie Rohling
Vice President, Custody
State Street Bank and Trust Company

[Lord Abbett Letterhead]

July 22, 2002

State Street Bank and Trust Company
801 Pennsylvania Avenue
Kansas City, MO 64105
Attn: Vice President, Custody

Dear Sir or Madam:

Lord Abbett Tax-Free Income Trust, a Massachusetts business trust ("Massachusetts 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 interpretation to the Agreement pursuant to Section
16. As of July 22, 2002, the Massachusetts Trust has reorganized as a Delaware business trust under an Agreement and Plan of Reorganization.

The new trust's legal name is the Lord Abbett Tax-Free Income Trust ("Delaware Trust"). It is the Delaware Trust's desire to have State Street render services as custodian and recordkeeper to the Delaware Trust under the terms of the Agreement; therefore, the Delaware Trust requests that State Street agree in writing, to provide such services to the Delaware Trust thereby making the Delaware Trust a Fund under the terms of the Agreement.

Attached is an Amended Exhibit A to the Agreement that shows the entity names and series of each Fund that participates in the Agreement as of the close of business on July 22, 2002 (the closing date of the reorganization).

We appreciate your prompt attention to the matter. Please indicate State Street's acceptance by signing below.

/s/ Paul A. Hilstad
Paul A. Hilstad
Vice President and Secretary

Accepted:

/s/ Julie Rohling

Vice President, Custody
State Street Bank and Trust Company

[Lord Abbett Letterhead]

April 11, 2003

State Street Bank and Trust Company
801 Pennsylvania Avenue
Kansas City, MO 64105
Attn: Vice President, Custody

Dear Sir or Madam:

Lord Abbett Series 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.

Section 17 of the Agreement provides that, "in the event that a Fund establishes one or more series with respect to which it desires to have State Street render services as custodian and recordkeeping under the terms [of the Agreement], it shall so notify State Street in writing, and if State Street agrees in writing to provide such services, such series of Shares shall become a Portfolio [under the terms of the Agreement]." This letter is to notify State Street that on April 3, 2003, the Fund filed Articles Supplementary with the State of Maryland Department of Assessments and Taxation establishing three new classes of shares of the Fund, (the "Portfolios") the legal names of which are as follows: All Value Portfolio, America's Value Portfolio and Growth Opportunities Portfolio. It is the Fund's desire to have State Street render services as custodian and recordkeeper to the Portfolios under the terms of the Agreement; therefore, the Fund requests that State Street agree, in writing, to provide such services to the Portfolios thereby making each of the Portfolios a Portfolio under the terms of the Agreement.

Attached is an Amended Exhibit A to the Agreement that shows the entity names and series of each fund that participates in the Agreement as of the close of business on April 30, 2003.

It is currently anticipated that the registration statement for the Portfolios will become effective on April 30, 2003. Accordingly, we appreciate your prompt attention to this matter. Please indicate State Street's acceptance by signing below.

Lord Abbett Series Fund, Inc.

/s/ Paul A. Hilstad
Paul A. Hilstad
Vice President and Secretary

Accepted:

/s/ Robert Novellano
Sr. Vice President, Custody
State Street Bank and Trust Company

Enclosures

[Lord Abbett Letterhead]

June 30, 2003

State Street Bank and Trust Company
801 Pennsylvania Avenue
Kansas City, MO 64105
Attn: Vice President, Custody

Dear Sir or Madam:

Lord Abbett Investment Trust (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.

Section 17 of the Agreement provides that, "in the event that a Fund establishes one or more series with respect to which it desires to have State Street render services as custodian and recordkeeping under the terms [of the Agreement], it shall so notify State Street in writing, and if State Street agrees in writing to provide such services, such series of Shares shall become a Portfolio [under the terms of the Agreement]." This letter is to notify State Street that on April 22, 2003, the Fund's Board executed an Amendment to the Declaration and Agreement of Trust establishing a new Portfolio of the Fund, (the "Portfolio") the legal name of which is as follows: Lord Abbett Convertible Fund. It is the Fund's desire to have State Street render services as custodian and recordkeeper to the Portfolio under the terms of the Agreement; therefore, the Fund requests that State Street agree, in writing, to provide such services to the Portfolio thereby making the Portfolio a Portfolio under the terms of the Agreement.

Attached is an Amended Exhibit A to the Agreement that shows the entity names and series of each fund that participates in the Agreement as of the close of business on June 30, 2003.

It is currently anticipated that the registration statement for the Portfolio will become effective on June 30, 2003. Accordingly, we appreciate your prompt attention to this matter. Please indicate State Street's acceptance by signing below.

Lord Abbett Investment Trust

/s/ Paul A. Hilstad
Paul A. Hilstad
Vice President and Secretary

Accepted:

/s/ Julie Rohling
Vice President, Custody
State Street Bank and Trust Company

Enclosures

[Lord Abbett Letterhead]

June 30, 2003

State Street Bank and Trust Company
801 Pennsylvania Avenue
Kansas City, MO 64105
Attn: Vice President, Custody

Dear Sir or Madam:

Lord Abbett Securities Trust (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.

Section 17 of the Agreement provides that, "in the event that a Fund establishes one or more series with respect to which it desires to have State Street render services as custodian and recordkeeping under the terms [of the Agreement], it shall so notify State Street in writing, and if State Street agrees in writing to provide such services, such series of Shares shall become a Portfolio [under the terms of the Agreement]." This letter is to notify State Street that on April 22, 2003, the Fund's Board executed an Amendment to the Declaration and Agreement of Trust establishing a new Portfolio of the Fund, (the "Portfolio") the legal name of which is as follows: Lord Abbett Large-Cap Value Fund. It is the Fund's desire to have State Street render services as custodian and recordkeeper to the Portfolio under the terms of the Agreement; therefore, the Fund requests that State Street agree, in writing, to provide such services to the Portfolio thereby making the Portfolio a Portfolio under the terms of the Agreement.

Attached is an Amended Exhibit A to the Agreement that shows the entity names and series of each fund that participates in the Agreement as of the close of business on June 30, 2003.

It is currently anticipated that the registration statement for the Portfolio will become effective on June 30, 2003. Accordingly, we appreciate your prompt attention to this matter. Please indicate State Street's acceptance by signing below.

Lord Abbett Securities Trust

/s/ Paul A. Hilstad
Paul A. Hilstad
Vice President and Secretary

Accepted:

Julie Rohling
Vice President, Custody
State Street Bank and Trust Company

Enclosures

[Lord Abbett Letterhead]

June 30, 2003

State Street Bank and Trust Company
801 Pennsylvania Avenue
Kansas City, MO 64105
Attn: Vice President, Custody

Dear Sir or Madam:

Lord Abbett Tax-Free Income Trust (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.

Section 17 of the Agreement provides that, "in the event that a Fund establishes one or more series with respect to which it desires to have State Street render services as custodian and recordkeeping under the terms [of the Agreement], it shall so notify State Street in writing, and if State Street agrees in writing to provide such services, such series of Shares shall become a Portfolio [under the terms of the Agreement]." This letter is to notify State Street that on April 22, 2003, the Fund's Board executed an Amendment to the Declaration and Agreement of Trust establishing a new Portfolio of the Fund, (the "Portfolio") the legal name of which is as follows: Lord Abbett Insured Intermediate Tax-Free Fund. It is the Fund's desire to have State Street render services as custodian and recordkeeper to the Portfolio under the terms of the Agreement; therefore, the Fund requests that State Street agree, in writing, to provide such services to the Portfolio thereby making the Portfolio a Portfolio under the terms of the Agreement.

Attached is an Amended Exhibit A to the Agreement that shows the entity names and series of each fund that participates in the Agreement as of the close of business on June 30, 2003.

It is currently anticipated that the registration statement for the Portfolio will become effective on June 30, 2003. Accordingly, we appreciate your prompt attention to this matter. Please indicate State Street's acceptance by signing below.

Lord Abbett Tax-Free Income Trust

/s/ Paul A. Hilstad
Paul A. Hilstad
Vice President and Secretary

Accepted:

Julie Rohling
Vice President, Custody
State Street Bank and Trust Company

Enclosures

[LORD, ABBETT Letterhead]

December 4, 2003

State Street Bank and Trust Company
801 Pennsylvania Avenue
Kansas City, MO 64105
Attn: Vice President, Custody

Dear Sir or Madam:

Lord Abbett Securities Trust (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.

Section 17 of the Agreement provides that, "in the event that a Fund establishes one or more series with respect to which it desires to have State Street render services as custodian and recordkeeping under the terms [of the Agreement], it shall so notify State Street in writing, and if State Street agrees in writing to provide such services, such series of Shares shall become a Portfolio [under the terms of the Agreement]." This letter is to notify State Street that on October 23, 2003, the Fund's Board executed an Amendment to the Declaration and Agreement of Trust establishing a new Portfolio of the Fund, (the "Portfolio") the legal name of which is as follows: Lord Abbett International Core Equity Fund. It is the Fund's desire to have State Street render services as custodian and recordkeeper to the Portfolio under the terms of the Agreement; therefore, the Fund requests that State Street agree, in writing, to provide such services to the Portfolio thereby making the Portfolio a Portfolio under the terms of the Agreement.

Attached is an Amended Exhibit A to the Agreement that shows the entity names and series of each fund that participates in the Agreement as of the close of business on December 15, 2003.

It is currently anticipated that the registration statement for the Portfolio will become effective on December 15, 2003. Accordingly, we appreciate your prompt attention to this matter. Please indicate State Street's acceptance by signing below.

Lord Abbett Securities Trust

/s/ Paul A. Hilstad
--------------------------------
Paul A. Hilstad
Vice President and Secretary

Accepted:

/s/ Julie A. Rohling
Vice President, Custody
State Street Bank and Trust Company

Enclosures

[Lord Abbett Letterhead]

December 30, 2004

State Street Bank and Trust Company
801 Pennsylvania Avenue
Kansas City, MO 64105
Attn: Vice President, Custody

Dear Sir or Madam:

Lord Abbett Municipal Income Trust, (formerly known as Lord Abbett Tax-Free Income Trust (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.

Section 17 of the Agreement provides that, "in the event that a Fund establishes one or more series with respect to which it desires to have State Street render services as custodian and recordkeeper under the terms [of the Agreement], it shall so notify State Street in writing, and if State Street agrees in writing to provide such services, such series of Shares shall become a Portfolio [under the terms of the Agreement]." This letter is to notify State Street that on November 19, 2004, the Fund's Board executed an Amendment to the Declaration and Agreement of Trust establishing a new Portfolio of the Fund, (the "Portfolio") the legal name of which is as follows: Lord Abbett High Yield Municipal Bond Fund. It is the Fund's desire to have State Street render services as custodian and recordkeeper to the Portfolio under the terms of the Agreement; therefore, the Fund requests that State Street agree, in writing, to provide such services to the Portfolio thereby making the Portfolio a Portfolio under the terms of the Agreement.

Attached is an Amended Exhibit A to the Agreement that shows the entity names and series of each fund that participates in the Agreement as of the close of business on December 30, 2004.

It is currently anticipated that the registration statement for the Portfolio will become effective on December 30, 2004. Accordingly, we appreciate your prompt attention to this matter. Please indicate State Street's acceptance by signing below.

Lord Abbett Municipal Income Trust

/s/ Paul A. Hilstad
-------------------
Paul A. Hilstad
Vice President and Secretary

Accepted:

/s/ Julie Connor
Vice President, Custody
State Street Bank and Trust Company

Enclosures

AGENCY AGREEMENT

by and between

DST Systems, Inc.

and

The Lord Abbett Family of Funds

1.   Definitions.                                                                        1

2.   Appointment of the Agent as Transfer Agent.                                         1
     2.1.   Appointment and Scope.                                                       1
            2.1.1.     Appointment.                                                      1
     2.2.   Documentation.                                                               2
            2.2.1.     Documentation Related to Appointment.                             2
            2.2.2.     Increase in a Fund's Authorized Stock.                            3
            2.2.3.     Certification of Documents.                                       3
            2.2.4.     Future Amendments to Charter and Bylaws.                          3
     2.3.   New Funds or Fund Series Requiring Only Current Services.                    3

3.   Services.                                                                           3
     3.1.   Identification of Services.                                                  3
     3.2.   Additional Services.                                                         4
     3.3.   Performance Standards.                                                       5
     3.4.   Services With Respect to New Functions or Features.                          5

4.   Management of the Services.                                                         6
     4.1.   Changes in Services by the Agent.                                            6
     4.2.   Subcontractors.                                                              6
            4.2.1.     Engagement of Subcontractors.                                     7
            4.2.2.     Further Assurances.                                               7

5.   Security.                                                                           8
     Briefings.                                                                          8
     5.2.   Changes to the Security Procedures.                                          8
     5.3.   Inspections and Audits.                                                      8
            5.3.1.     Inspections by the Funds.                                         8
            5.3.2.     Right to Audit Agent Sites.                                       8
            5.3.3.     Demand for Inspection by Third Party.                             9
     5.4.   Backups and Disaster Recovery.                                               9
            5.4.1.     Maintenance of a Business Contingency Plan.                       9
            5.4.2.     Backups.                                                          9
            5.4.3.     Components of the Business Contingency Plan.                      9
     5.5.   Third Party Claims.                                                         11

6.   Standard of Care; General Performance Standards.                                   11
     6.1.   Standard of Care as to All Services.                                        11
     6.2.   Security Services.                                                          11
     6.3.   Instructions.                                                               11
     6.4.   The Agent's and the Funds' Knowledge of the Investment
            Company Industry.                                                           12
     6.5.   Service Level Standards.                                                    12
     6.6.   General Covenants.                                                          12

     6.7.   Compliance with Operating Procedures.                                       12
            6.7.1.     Obligations of the Agent.                                        12
            6.7.2.     Changes to Operating Procedures.                                 12
            6.7.3.     Anti-Money Laundering Procedures.                                12
     6.8.   Acts or Omissions in Reliance.                                              13
            6.8.1.     Reliance on Instructions.                                        13
            6.8.2.     Reliance on Other Inbound Communications.                        13
     6.9.   Right to Verify Authenticity and Authority.                                 13

7.   Assumption of Transfer Agent Services by the Funds or Agents Designated by the
     Funds.                                                                             14

8.   Licenses; Intellectual Property.                                                   15
     8.1.   Content.                                                                    15
     8.2.   Rights in and Use of Data and Records.                                      15
            8.2.1.     Rights.                                                          15
            8.2.2.     Restrictions on Use of Data.                                     16

9.   Covenants of the Funds.                                                            16
     9.1.   Registration of Fund Shares.                                                16
     9.2.   Stock Certificates.                                                         16
            9.2.1.     Furnishing of Stock Certificates.                                16
            9.2.2.     Death, Resignation or Removal of Signing Officer.                16
            9.2.3.     Maintenance of Records and Cancelled Certificates.               16

10.  Compensation and Expenses.                                                         16
     10.1.  Fees.                                                                       16
     10.2.  Expenses.                                                                   17
            10.2.1.    Allocation of Expenses.                                          17
            10.2.2.    Reimbursable Expenses.                                           17
            10.2.3.    Documentation Supporting Reimbursement of Expenses.              17
     10.3.  Taxes.                                                                      17
     10.4.  Payment Terms.                                                              18
            10.4.1.    Performance Reports.                                             18
            10.4.2.    Invoices.                                                        18
            10.4.3.    Timely Payments.                                                 18
            10.4.4.    No Suspension of Services.                                       18
     10.5.  Changes in Fees and Expenses.                                               19
            10.5.1.    Improved Efficiencies.                                           19
            10.5.2.    Most Favored Customer.                                           19
     10.6.  Original Issue Taxes and Mailings.                                          19

11.  Representations and Warranties of the Agent.                                       20

12.  Representations and Warranties of the Funds.                                       21

13.  Limitations on Liability.                                                          22
     13.1.  Funds and Fund Series as Separate Parties.                                  22
     13.2.  Funds as Separate Entities.                                                 22
     13.3.  Limits on Damages.                                                          22
     13.4.  "As Of" Transactions.                                                       23
     13.5.  Actions of Unaffiliated Third Persons.                                      23
     13.6.  Consequential Damages.                                                      23

14.  Indemnification and Insurance Coverage.                                            23
     14.1.  Indemnity Obligations of the Agent.                                         23
     14.2.  Indemnity Obligations of the Funds.                                         24
     14.3.  Indemnification Procedure.                                                  25
     14.4.  Insurance Coverage.                                                         26
            14.4.1.    Maintenance of Insurance.                                        26

15.  Confidentiality.                                                                   26
     15.1.  Confidential Information.                                                   26
            15.1.1.    Additional Provisions Relating to the Funds.                     27
            15.1.2.    Additional Provisions Relating to the Agent.                     27
     15.2.  Exceptions to Confidential Information.                                     27
     15.3.  Obligation of Confidentiality.                                              27
     15.4.  Equitable Relief.                                                           28
     15.5.  Privacy Considerations.                                                     28

16.  Term and Termination.                                                              29
     16.1.  Term.                                                                       29
     16.2.  Termination for Cause.                                                      29
     16.3.  Additional Termination Rights.                                              29
     16.4.  Additional Termination Event.                                               30
     16.5.  Obligations of the Agent upon Termination.                                  30
     16.6.  Survival.                                                                   31

17.  Non-Solicitation.                                                                  31

18.  FAN Web Services.                                                                  31
     18.1.  Definitions.                                                                31
     18.2.  Use of FAN Services By the Funds.                                           32
     18.3.  Additional Provisions Concerning Proprietary Rights of the Agent
            With Respect to FAN Services.                                               33
     18.4.  No Other Warranties.                                                        33
     18.5.  Limitation of Liability.                                                    34

19.  FAN Mail Services.                                                                 34
     19.1.  Definitions.                                                                34
     19.2.  Use of FAN Mail Services By the Funds.                                      34
     19.3.  Additional Provisions Regarding Agent's Proprietary Rights.                 36
     19.4.  No Other Warranties.                                                        36
     19.5.  Limitation of Liability.                                                    36
     19.6.  Indemnity.                                                                  37

20.  Miscellaneous.                                                                     37
     20.1.  Entire Agreement.                                                           37
     20.2.  Severability.                                                               37
     20.3.  Counterparts.                                                               37
     20.4.  Binding Effect.                                                             37
     20.5.  Assignment.                                                                 37
     20.6.  Governing Law.                                                              37
     20.7.  Independent Contractors.                                                    37
     20.8.  Third-Party Beneficiaries.                                                  37
     20.9.  Further Assurances.                                                         38
     20.10. Force Majeure.                                                              38
     20.11. Waiver.                                                                     38
     20.12. Headings.                                                                   38
     20.13. Notice.                                                                     38
     20.14. Amendment.                                                                  40
     20.15. Dispute Resolution.                                                         40
            20.15.1.   Attorneys Fees.                                                  42
            20.15.2.   Waiver of Jury Trial.                                            42
            20.15.3.   Limitation.                                                      42

Exhibit A   Table of Contents of DST Full Service Legal Manual and Changes to
            the Manual Authorized by the Funds                                          46

Exhibit B   Anti-Money Laundering Procedures                                            47

Exhibit C   Form of AML Certification                                                   48

Exhibit D   Escrow Agreement                                                            49

Exhibit E   Form of Confidentiality Agreement                                           56

AGENCY AGREEMENT

This Agency Agreement ("Agreement") is made as of July 1, 2004 ("Effective Date"), by and among each of the Funds (as such term, and other capitalized terms, are defined in Addendum 1 hereto) 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 (the "Agent").

RECITALS

A. Since the Effective Date, the Agent has provided to the Funds certain services on the terms and for the fees and expenses set forth in a fee proposal mutually executed by the Agent on July 1, 2004 and the Funds on July 1, 2004 (the "Fee Proposal"); and

B. The Funds and the Agent, in furtherance of such Fee Proposal, mutually desire to execute this Agreement to set forth the terms under which the Funds appoint the Agent to be transfer agent, dividend disbursing agent (the "Transfer Agent") and agent for certain related services and to perform the Services.

C. This Agreement is intended to supersede all the existing transfer agent agreements between the Funds and United Missouri Bank ("UMB") and the subcontract thereto between UMB and the Agent, and upon execution hereto, those agreements shall be deemed by the Funds and the Agent as terminated and of no further force and effect, and the rights and obligations of the Funds and the Agent shall be as set forth under this Agreement. The Funds shall be responsible for securing UMB's agreement to the termination of all such agreements.

NOW, THEREFORE, the parties, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS. The capitalized terms used in this Agreement shall have the meanings set forth in Addendum 1 hereto unless otherwise defined herein.

2. APPOINTMENT OF THE AGENT AS TRANSFER AGENT.

2.1. APPOINTMENT AND SCOPE.

2.1.1. APPOINTMENT. Subject to the terms and conditions of this Agreement (a) each Fund hereby appoints the Agent as the Transfer Agent for such Fund, and (b) the Agent hereby accepts such appointment by each Fund and agrees that the Agent shall act as Transfer Agent for each Fund.

2.2. DOCUMENTATION.

2.2.1. DOCUMENTATION RELATED TO APPOINTMENT. In connection with the appointment of Agent, each Fund will file with the Agent on or prior to the Execution Date the following documentation:

(a) A copy, certified by such Fund's Secretary or Assistant Secretary, of the resolutions of the Board of Directors of the Fund appointing the Agent as Transfer Agent, approving the form of this Agreement and designating certain Persons to sign stock certificates, if any, and give Instructions and requests on behalf of the Fund;

(b) A copy, certified by such Fund's Secretary or Assistant Secretary, of the Articles of Incorporation or Declaration of Trust, as applicable, of the Fund and all amendments thereto;

(c) A copy, certified by such Fund's Secretary or Assistant Secretary, of the Bylaws of the Fund;

(d) A copy of the current registration statement and amendments thereto of the Fund, filed with the Securities and Exchange Commission;

(e) Specimens of all forms of outstanding stock certificates for the Fund, in the forms approved by its Board of Directors, with a certificate of its Secretary or Assistant Secretary as to such approval; and

(f) Specimens of the signatures of the officers of the Fund authorized to sign stock certificates, and individuals authorized to sign or deliver Instructions and other requests.

(g) An opinion of counsel for the Fund (which may be in-house counsel) with respect to:

(i) The Fund's organization and existence under the laws of its state of organization;

(ii) The status of all shares of stock or of all shares of beneficial interests of the Fund, as applicable, covered by the appointment under the Securities Act of 1933, as amended, and any other applicable federal or state statute and that all shares requested to be registered under such Acts or statutes are properly registered;

(iii) That all issued shares are, and all unissued shares will be, when issued, validly issued, fully paid and nonassessable; and

(iv) If any Shares are subject to registration under the 1933 Act, whether they have been registered under the Act and whether the related Registration Statement has become effective or, if Shares are exempt from such registration, the specific grounds therefor.

In addition, the Agent acknowledges the receipt from each Fund, and that the Account Records previously utilized by the Agent were generally adequate to perform the Services.

2.2.2. INCREASE IN A FUND'S AUTHORIZED STOCK. In the event that a Fund that is a Maryland corporation increases its Shares, the Fund shall file with the Agent a certified copy of the articles supplementary to the Articles of Incorporation of such Fund authorizing the increase of Shares, and shall comply with the requirements of Section 1.17(f) of the Service Specifications in connection with such increase.

2.2.3. CERTIFICATION OF DOCUMENTS. Each Fund agrees that its Articles of Incorporation, Certificate of Trust, and Declaration of Trust, as applicable, its Bylaws, and copies of all amendments thereto have been and will continue to be filed in every jurisdiction where the filing thereof is required.

2.2.4. FUTURE AMENDMENTS TO CHARTER AND BYLAWS. Each Fund shall promptly provide the Agent copies of all material amendments to its Articles of Incorporation, Declaration of Trust, or Bylaws made after the Execution Date, and such amendment shall be certified by such Fund's Secretary or Assistant Secretary. No such material amendments shall modify or increase the Agent's responsibilities without the Agent's prior written consent executed by an officer of the Agent.

2.3. NEW FUNDS OR FUND SERIES REQUIRING ONLY CURRENT SERVICES. In the event that a new fund or new series of a Fund is created in any existing business trust, corporation or any other entity which is registered as an Investment Company under the 1940 Act on the Agent's System as of the Execution Date, such Fund or series thereof shall engage the Agent to perform the Services under this Agreement by executing and delivering to the Agent a document accepting this Agreement (including giving effect to all Amendments and Service Orders that have become effective after the Execution Date), together with such documentation as is described by Section 2.2 and otherwise appropriate. The appointment of the Agent on behalf of any new fund or any new series of a Fund shall become effective upon the Agent's receipt of such counterpart executed by such new fund or new series of a Fund.

3. SERVICES.

3.1. IDENTIFICATION OF SERVICES. Subject to the terms and conditions of this Agreement, the Agent shall, utilizing the appropriate Agent System as then constituted and configured, perform the Transfer Agent Services as enumerated below for each Fund, as the Transfer Agent of that Fund, and the Agent shall perform the Ancillary Services as enumerated below for each Fund, each in accordance with the requirements, terms and conditions set forth in the relevant section(s) of this Agreement and the Service Specifications, including all addendums hereto and thereto. The Transfer Agent Services to be provided by the Agent under this Agreement include the following, each as more fully described in this Agreement and the Service Specifications: (a) Offline Communications Services, subject to Section 1.1 of the Service Specifications (b) Processing Services; (c) Record and Reporting Services; (d) Reporting Services; (e) Shareholder Account Services and other Shareholder Recordkeeping Services; (f) Shareholder Transaction Services; (g) Processing of Sales Charges; (h) Convertible Securities Services; (i) Share Certificate Services; (j) Disbursement Services; (k) Processing Inquiries and Requests; (l)

Shareholder Meeting Services; (m) Mailing Services; (n) Safekeeping Services;
(o) Data Services; (p) Cash Management Services, and (q) such Additional Transfer Agent Services as may be added in accordance with Section 3.2 below. The Ancillary Services to be provided by the Agent under this Agreement include the following, each as more fully described in this Agreement and the Service Specifications: (a) Web Services (which shall include the Vision Services, the FAN Services, FAN Mail Services and TRAC-2000 Internet Services); (b) provision of an AWD license by DST Technologies, Inc.; and (c) such Additional Ancillary Services as may be added in accordance with Section 3.2 below. Unless a specific term is provided in the applicable Service Schedule, the term of each Service Schedule adopted hereunder or attached hereto shall be co-terminus with the Term of this Agreement and each new Term of this Agreement shall be a new term of such Schedule.

3.2. ADDITIONAL SERVICES. As part of the Services, the parties acknowledge that the Agent may provide, or cause to be provided, services in addition to, or beyond the scope of, the current list and schedule of Transfer Agent Services and Ancillary Services set forth in this Agreement and the Service Specifications as of the date of this Agreement ("Additional Services"). In the event that the parties agree that Additional Services are to be provided pursuant to this Agreement and upon the scope of, and the terms and conditions upon which the Agent would provide or cause to be provided, such Additional Services, the parties shall mutually agree in writing to a Service Order setting forth a description of the Additional Services and the terms and conditions (including liabilities, responsibilities, Fees and Expenses) on which they are to be provided, which Service Order shall become part of this Agreement and the Service Specifications. Except as otherwise provided in any such Service Order, or as otherwise agreed to in writing by the parties, the provision of the Additional Services will be governed by the terms of this Agreement. Notwithstanding anything in this Agreement, the Service Specifications or Addendum 1 to the contrary, the Agent's responsibility to perform Services shall remain subject to the following agreements between the Agent and the Funds or the Agent and any Authorized Person, and Instructions from the Funds or any Authorized Person then in effect immediately prior to the execution of this Agreement (collectively, the "Pre-Existing Agreements"):

(a) Appointment of Agent and Wire Order Agreement, dated as of January 18, 1995, by and between Lord, Abbett & Co. LLC ("Lord Abbett"), the Funds, Investors Fiduciary Trust Company and the Agent;

(b) Agreements for Recordkeeping Services for 401(k) Plans & Trusts;

(c) Indemnity Agreement, dated August 21, 1997, acknowledged and agreed to by Lord Abbett, the Funds, Mesirow Financial and the Agent;

(d) Indemnity Agreement, dated August 12, 1997, acknowledged and agreed to by Lord Abbett, the Funds, Interra Clearing Services and the Agent;

(e) Indemnity Agreement, dated July 18, 1995, acknowledged and agreed to by Lord Abbett, the Funds, Prudential Securities Inc. and the Agent;

(f) Indemnity Agreement, dated October 16, 1995, acknowledged and agreed to by Lord Abbett, the Funds, Janney Montgomery Scott and the Agent;

(g) DST Customer Centers Usage and Non-Disclosure Agreement;

(h) Bilateral Agreement regarding Networking;

(i) Letter dated February 4, 1994 from Jules Moskowitz, Vice President, General Counsel and Secretary, to Ken B. Cutler, Partner and General Counsel, and Tom Iandola, Director of Broker-Dealer Operations, regarding Execution and Filing of ICI-developed Standard Networking Agreement with the National Securities Clearing Corporation;

(j) DST Full Service Legal Manual, a copy of which has previously been provided to the Funds, and the Table of Contents thereof included in Exhibit A attached hereto, along with anychanges authorized by the Funds as of the date hereof and included in Exhibit A attached hereto;

(k) Agreements regarding Discounted Broker Fees for Networked Accounts;

(l) UMB Self Trustee Agreement; and

(m) PAI Plan Processing Procedures.

The Services as described herein shall be modified as per such Pre-existing Agreements.

3.3. PERFORMANCE STANDARDS. The Agent shall perform the Services in compliance with this Agreement and the Service Specifications in which such Services are specifically referenced and, with respect to Transfer Agent Services, with the general Standard of Care set forth in Section 6 of this Agreement and, with respect to the Ancillary Services, with the standard of care set forth in the section of this Agreement in which such Services are specifically referenced.

3.4. SERVICES WITH RESPECT TO NEW FUNCTIONS OR FEATURES. The Agent shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same Transfer Agent Services with respect to any new, additional functions or features or any changes or improvements to existing functions or features as provided for in the Funds' Instructions, prospectus or application as amended from time to time, for the Funds provided (i) the Agent is advised in advance by the Funds of any changes therein and (ii) the TA2000 System and the mode of operations utilized by the Agent as then constituted supports such additional functions and features. If any addition to, improvement of or change in the features and functions currently provided by the TA2000 System or the operations as requested by the Funds requires an enhancement or modification to the TA2000 System or to operations as then conducted by the Agent, the Agent shall provide the Funds an estimate of the cost of developing such modification or enhancements and shall not be liable therefor until the Funds approve such cost and such modification or enhancement is thereafter installed on the TA2000 System or new mode of operation is instituted. If any new, additional function or feature or change or improvement to existing functions or features or new service or mode of operation which the Funds elect to utilize or to have Agent utilize on their behalf materially increases the Agent's cost of performing the Transfer Agent Services required hereunder at the current level of service (provided such

costs are passed through to other similarly situated clients of Agent), the Agent shall advise the Funds of the amount of such increase and if the Funds elect in writing to utilize such function, feature or service at such increased cost, the Agent shall be entitled to increase the Fees by the amount of the increase in costs agreed to in writing by the Funds. If the Funds do not agree in writing to the increase in Fees sought by the Agent, the Agent shall not be obligated to provide such function, feature or service. In no event shall the Agent be responsible for or liable to provide any additional function, feature, improvement or change in method of operation until it has consented thereto in writing, and in no event shall the Funds be responsible for any increased Fees or expenses for such additional function, feature, improvement or change of a method or operation unless and until it has consented thereto in writing. For purposes of this Section 3.4, a "material" increase in the Agent's cost means an increase greater than or equal to one cent (1 CENTS ) per account.

4. MANAGEMENT OF THE SERVICES.

4.1. CHANGES IN SERVICES BY THE AGENT.

(a) During the term of this Agreement the Agent will use on behalf of the Funds without additional cost all Modifications which the Agent may make to the Agent Facilities in the normal course of its business and which are applicable to functions and features then offered by the Funds and supported by the Agent under this Agreement, unless substantially all Agent clients are charged separately for such Modifications, including, without limitation, substantial Modifications necessitated by changes in existing laws, rules or regulations. The Funds agree to pay the Agent promptly for Modifications which are charged for separately at the rate provided for in the Agent's standard pricing schedule which shall be identical for substantially all clients, if a standard pricing schedule shall exist. If there is no standard pricing schedule, the parties shall mutually agree upon the rates to be charged.

(b) The Agent shall have the right, at any time and from time to time, to make any Modification; provided that the Funds will be notified as promptly as possible prior to implementation of such Modification and that no such Modification shall materially adversely change or affect the operations and procedures of the Funds in using or employing the Agent Facilities hereunder or the Reports to be generated by such facilities hereunder, unless the Funds are given sixty (60) days prior notice to allow the Funds to change its procedures and the Agent, to the extent appropriate and available, provides the Funds with all revised Operating Procedures and suggested modified controls; and

(c) The Agent acknowledges and agrees that the Funds may require a period of at least thirty (30) day's receipt of a Modification affecting the performance of the Funds described in this Section 4.1 for the purpose of conducting testing related to such Modification. Additionally, the Agent shall notify the Funds of any Modifications affecting the performance of the Funds to be implemented pursuant to Section 4.1(b) not less than five (5) Business Days prior to the implementation of such Modifications and will concurrently provide to the Funds updated Documentation to the extent available.

4.2. SUBCONTRACTORS.

4.2.1. ENGAGEMENT OF SUBCONTRACTORS. The Agent shall not engage any Subcontractor (other than an Affiliate properly authorized to provide such Services) to perform all or any part of the Services on the Agent's behalf and in the Agent's stead without the Funds' prior written consent. In the event that the Funds consent to the Agent's engagement of a Subcontractor to perform any portion of the Services and the Agent so engages the Subcontractor, the Agent shall be responsible for, and shall (a) comply with Applicable Laws relating to the use of any Subcontractors, including, without limitation, Regulation S-P and Rule 17Ad-7(g) under the 1934 Act and (b) meet all of the Agent's obligations and warranties with respect to the Services, the Agent Facilities and Agent Premises as to work conducted by the Subcontractor. The Agent shall guarantee, and be fully liable for, all actions of the Subcontractors under any such agreements. All entities that perform such services on an industry-wide basis, such as, by way of example, the NSCC and those referred to in Section 13.5 of this Agreement, are not deemed to be, and are not Subcontractors under this
Section 4.2.1, and the Agent shall have no liability for their actions or omissions to act. Further, this Section 4.2.1 is not intended to, and does not, apply (i) to the situation whereby the Agent, in order to provide a service specifically requested by a Fund which the applicable Agent System does not support, such as by way of example and not limitation, escheatment (Trans Union) and third party administration services (Sungard Corbel, Inc.), contracts with a third party vendor to use such third party vendor's system or (ii) where the Funds employ an Affiliate of the Agent to provide to the Funds services that are not included within the definition of "Services" in this Agreement. In the event of (i) above, the Agent makes no representations, warranties or covenants concerning the adequacy and sufficiency of the third party vendor's system, except that the Agent shall enforce on behalf of the Funds whatever representations warranties or covenants it was able to negotiate from such third party vendor. In the event of (ii) above, the Agent makes no warranties, representations, covenants or guarantees concerning such affiliated entities' performance. Notwithstanding anything to the contrary, the Agent may employ its Affiliates as subcontractors hereunder provided that the requirements of clauses
(a) and (b) of the second sentence hereof are met and that the Agent guarantees and remains fully liable for all actions of such Affiliates.

4.2.2. FURTHER ASSURANCES. In the event that a Subcontractor fails to perform any part of the Services, the Agent shall promptly notify the Funds and shall use its commercially reasonable efforts to remedy the circumstances which resulted in such failure and institute corrective actions in response thereto, including, without limitation, securing a replacement for such Subcontractor, acceptable to the Funds.

5. SECURITY.

5.1. BRIEFINGS. Prior to the Execution Date, the Agent has provided, and not less than once during each year of the Term the Agent shall provide, to the Funds a copy of the SAS 70 Report prepared by the Agent's public auditor. The Funds shall be entitled to a briefing with respect to any material deficiencies in such report to assure themselves that any corrective actions required in such report to be taken by the Agent have been properly implemented. The Agent shall promptly perform, and pursue until completed, any corrective action required in any such report or required under Applicable Law cited in any audit conducted under Applicable Law by any governmental authority or the Agent's public auditor which the Agent has agreed to make. In addition, the Agent will permit the Funds and their authorized representatives, at the Funds' sole expense, at reasonable times during normal business hours to make periodic inspections of the Agent's operations on behalf of, and directly related to the business of, the Funds.

5.2. CHANGES TO THE SECURITY PROCEDURES. The Agent shall give the Funds prior written notice of any changes to the Security Procedures that are articulated in the SAS 70.

5.3. INSPECTIONS AND AUDITS.

5.3.1. INSPECTIONS BY THE FUNDS. The Agent shall make available to the Funds, upon reasonable notice and at the sole expense of the Funds, during regular business hours the Agent Premises, Agent Facilities and all Records used or made in connection with the performance of its duties for the Funds under this Agreement, the calculation and verification of Fees or Expenses billed to the Funds, or as required by a governmental agency for reasonable inspection by the Funds, any Person retained by the Funds (subject to such Person's execution of the Agent's standard confidentiality agreement and excluding any Person that is a competitor of the Agent) or any governmental agency that requires such inspection (including, without limitation, any SEC examiners with respect to the Agent's anti-money laundering program).

5.3.2. RIGHT TO AUDIT AGENT SITES. Subject to compliance with
Section 5.3.1, the Funds shall have the right to conduct audits, at their expense, of each of the Agent Sites used to provide Web Services to the Funds and any related Resources used to provide Web Services to the Funds once during each 12 month period, after providing reasonable prior notice to the Agent. Any such audit may include, without limitation, review of configurations, audit trails, and maintenance of systems and software associated with the Agent Sites and related Agent Facilities. All audits shall be coordinated through the Agent's Internal Audit Office, and the Agent shall be entitled to observe all audit activity. The Funds agree that they will not perform any action during an audit that may interfere with the uptime, stability or smooth and efficient operation of the Agent Facilities. Subject to the foregoing, the Funds may perform any audit activity which is technically possible for a user of the public Internet or any Person conducting audits of the controls and security considerations relating to the Agent Sites and any related Resources. In particular, the Funds and their audit team shall be considered authorized users of the Agent Facility for such purposes and the Agent agrees it shall not make any claim under any computer crime or other applicable statutes for the mere fact of such audit activity in accordance with this Section 5.3.2, provided the Funds otherwise comply with relevant Laws and are responsible for any violations thereof.

5.3.3. DEMAND FOR INSPECTION BY THIRD PARTY. In case of any request or demand for the inspection of the stock books of a Fund or any other Records in the possession of the Agent (excluding requests limited to individual shareholders regarding Records pertaining thereto, which requests will be governed by the Operating Procedures), the Agent shall (a) promptly notify the Fund, and (b) adhere to the Fund's Instructions regarding (i) whether to permit or refuse the inspection and (ii) if the Fund authorizes the inspection, the manners and procedures that will govern the conduct of the inspection. Notwithstanding the immediately preceding sentence, the Agent reserves the right to exhibit the books or Records to any Person in case the Agent is advised in a written opinion from its legal counsel that the Agent may be held responsible for the failure to exhibit the stock books or other books or Records to such Person, provided the Agent delivers on a timely basis to the Funds notice of both any such request and any such opinion of the Agent's legal counsel, and to provide Records concerning a specific Account, group of related Accounts or Transaction or related Transactions in accordance with the usual practice prior to the execution of this Agreement or the Instructions of the Funds in accordance with Applicable Law.

5.4. BACKUPS AND DISASTER RECOVERY.

5.4.1. MAINTENANCE OF A BUSINESS CONTINGENCY PLAN. The Agent has maintained since the Effective Date, and shall continue to maintain during the Term and shall perform the Services consistent with, a disaster recovery and business contingency plan to address the continuity of the Agent's performance of the Services in the event of a contingency that renders any or all of the Agent Facilities unavailable for supporting the Agent's performance of those Services which are to be operational under such plan (the "Business Contingency Plan").

5.4.2. BACKUPS. As part of the Business Contingency Plan, the Agent shall cause such Records related to the Funds, all Accounts and the performance of the Services as the parties mutually agree upon to be duplicated and stored on electronic medias at a facility that is not physically located in the same Agent Premises at which such Records are ordinarily stored on a regular basis and in a form accessible in the event of such a need. The Agent shall cause the Business Contingency Plan to describe the back-up operations and activities to be performed in reasonable detail. The Agent shall not be entitled to any additional Fees in connection with any back-up or disaster recovery Services except as and to the extent provided in the Schedule of Fees.

5.4.3. COMPONENTS OF THE BUSINESS CONTINGENCY PLAN.

(a) The Agent has delivered to the Funds a copy of the executive summary of the current Business Contingency Plan. In the event of an emergency requiring activation of the Business Contingency Plan, Agent will use its commercially reasonable best efforts to fulfill its obligations under this Agreement through such Business Contingency Plan. Pursuant to the Business Contingency Plan, the Agent shall:

(b) Maintain an agreement with a third party disaster recovery provider (the "Disaster Recovery Provider") or provide a DST-owned second data center whereby, if the former, the Agent shall have access on a "shared use" basis to a "cold site" or, if the latter, to a hot site (the "Recovery Facility") maintained by the Disaster Recovery Provider or

DST in the event of a disaster rendering the Agent Facilities unavailable. The Business Contingency Plan shall specify the processes pursuant to which the Services specified in the Business Contingency Plan will be transitioned to the Recovery Facility.

(c) DST is currently reviewing options toward a long term solution regarding the continuity of service provided. Until permanent solutions are in place, DST will maintain backup generator functionality for the call center facility location. This approach will allow for a minimal interruption in service in the event that power to the facility fails. DST intends to implement a long term solution to facility continuity in phases by the end of the calendar year 2005.

(d) Establish periodic testing requirements, which shall be provided upon request to the Funds, for testing the efficacy and adequacy of the Recovery Facility, the Crisis Management Center, the related services of the Disaster Recovery Provider in the event of a disaster and of all Records maintained in back-up facilities to assure their continued integrity and quality. On an annual basis, the Agent shall conduct tests pursuant to such testing procedures, and shall invite the Funds at least once per year to participate in such testing activities, in a manner which is consistent with previous testing activities (including, without limitation, the involvement of the Funds). The Agent shall provide to the Funds a written report with regard to the results of each test relating to the systems used to provide Transfer Agent Services to the Funds and, in the event deficiencies or other performance issues are identified in the performance of such tests, such report shall specify the corrective actions to be taken by the Agent with respect thereto. Upon request, the Agent shall certify to the Funds, within a reasonable time after performance of such test, that all such corrective actions have been satisfactorily completed.

(e) Maintain a Crisis Management Center ("Crisis Management Center") that is not physically located at the Agent Premises used to provide Transfer Agent Services to the Funds, as specified in the Business Contingency Plan, and is equipped to support the performance of those Services specified in the Business Contingency Plan in the event the Agent Facilities are rendered unavailable to support the Agent's performance under this Agreement. In the event that any or all of the Agent Facilities are so rendered unavailable, the Agent shall use the Crisis Management Center to support its performance of its duties and obligations under this Agreement for those Services specified in the Business Contingency Plan.

(f) The Agent shall update the Business Contingency Plan, and all related Resources and Services, when required by Applicable Law and shall provide updated copies of the executive summary of such Business Contingency Plan promptly to the Funds, explaining the changes. To the extent such changes increase the Agent's costs of implementation and maintaining the Business Contingency Plan, the Agent shall be entitled to charge the Funds therefor in accordance with Section 10.5 and the Service Specifications.

(g) Nothing in this Agreement is intended to, nor does it, constitute an agreement that the provision of Services will not be degraded in the event of an emergency requiring activation of the Business Contingency Plan, provided that the Agent shall comply with its obligations under this
Section 5.4.3, including its obligations to maintain the DST-owned second data center, if any, in such manner that it is ready at all times for the performance of the

Services specified in Section 3.1(a) through (q), to use commercially reasonable best efforts to fulfill its obligations under this Agreement through the Business Contingency Plan and to promptly address, and as soon as is reasonably practicable correct, any material deficiencies in such Business Contingency Plan and its testing and maintenance which may be cited in the future by the federal and state bank and the SEC examiners who periodically examine DST's operations (the "Government Examiners") in the report of examination issued by them.

5.5. THIRD PARTY CLAIMS. Each party shall promptly notify the other party upon receipt of any claim, notice, demand or other action threatening institution of legal proceedings or a claim for money damages by any Shareholder or other Persons (including governmental authorities) under the 1934 Act or other law relating to the performance of any of the Services for the Funds.

6. STANDARD OF CARE; GENERAL PERFORMANCE STANDARDS. The Agent shall exercise the following standard of care and adhere to the following performance standards with regard to its performance of the Services, in each case as specified below:

6.1. STANDARD OF CARE AS TO ALL SERVICES. The Agent shall at all times use reasonable care, due diligence and act in good faith in performing the Transfer Agent Services under this Agreement. The Agent shall provide its Transfer Agent Services as Transfer Agent in accordance with Section 17A of the 1934 Act, and the rules and regulations thereunder. In the absence of bad faith, willful misconduct, knowing violations of Applicable Law pertaining to the manner in which Transfer Agency Services are to be performed by the Agent (excluding any violations arising directly or indirectly out of the actions or omissions to act of third parties unaffiliated with the Agent), reckless disregard of the performance of its duties, or negligence on its part, the Agent shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. For those activities or actions delineated in the Operating Procedures, the Agent shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Operating Procedures, or for any deviation therefrom approved by the Funds in advance in writing (email or facsimile permitted). Notwithstanding anything in this Agreement to the contrary, the Agent's responsibility to perform or provide any Service enumerated in this Agreement does not commence until the Data, Communications, Inbound Communication, Instructions, Orders and Transactions, and any Records attached or contained in any of the foregoing, is received at the Agent Facilities in sufficient condition for use by the Agent.

6.2. SECURITY SERVICES. In performing the Services, the Agent shall properly comply at all times with, and perform all of, the Security Procedures.

6.3. INSTRUCTIONS. From time to time, at any time during the performance of the Transfer Agent Services, the Agent shall be entitled to request from the Funds Instructions, or with the prior approval of a Fund officer, consult with legal counsel for the Fund, or the Agent's own legal counsel, both at the expense of the Fund, in order to provide guidance to the Agent in circumstances in which the Agent reasonably believes such Instructions are necessary to assure the proper performance of the Services. Upon the Agent's request, the Funds shall promptly prepare and transmit such Instructions to the Agent. Subject to
Section 6.7, the Agent may rely upon any Instructions received from the Funds and shall perform the Services in accordance with

such Instructions and it will not be liable for any action taken or omitted by it in good faith in reliance upon such Instructions or upon the opinion of such counsel or for losses or damages while awaiting response to the Agent's request for Instructions.

6.4. THE AGENT'S AND THE FUNDS' KNOWLEDGE OF THE INVESTMENT COMPANY INDUSTRY. The Agent and the Funds shall use their reasonable efforts to remain current on the trends, needs and legal and business requirements of the investment company industry relating to shareholder and Transfer Agent services and to advise each other as to material changes in any of the foregoing.

6.5. SERVICE LEVEL STANDARDS. "Service Level Standards" means those standards, collectively presented as the "Service Level Standards" within the Service Specifications, setting forth measurable criteria by which the efficiency, reliability, accuracy and security of the Services can be evaluated. In approving the Service Specifications, and any future Modifications, the parties may assure that (a) Service Level Standards, which are mutually agreed upon by the Funds and the Agent with respect to particular Services, are specified and (b) for each such Service Level Standard, appropriate procedures may be described, as mutually agreed to, for measuring and testing, on a periodic basis consistent with, and no less frequently than, the Performance Reports, the performance of the Agent against the Service Level Standards.

6.6. GENERAL COVENANTS. The Agent covenants to each of the Funds, with respect to the Services and the Agent Facilities and Resources, that:

(a) The Agent employs sufficient staff and Subcontractors, with appropriate training and experience, to develop and maintain all of the Agent Facilities, and perform the Services, as contemplated by this Agreement;

(b) The Security Procedures are and shall continue at all times to be commercially reasonable for the performance of the Services under this Agreement; and

(c) The Services at all times shall be performed in accordance with Applicable Law, including, without limitation, Section 17A of the 1934 Act and the Rules and Regulations promulgated thereunder.

6.7. COMPLIANCE WITH OPERATING PROCEDURES.

6.7.1. OBLIGATIONS OF THE AGENT. The Agent shall perform the Services in compliance with the Operating Procedures applicable to such Services. Prior to, or concurrently with the execution of this Agreement, the Agent has delivered to the Funds copies of the current Operating Procedures; each of the Funds hereby acknowledges receipt and approval of such current Operating Procedures.

6.7.2. CHANGES TO OPERATING PROCEDURES. The Agent may make Modifications to the Operating Procedures without the further approval of the Funds or legal counsel for the Funds if such proposed Modifications are made in compliance with Section 4.1.

6.7.3. ANTI-MONEY LAUNDERING. The Agent acknowledges that some of the Services that Agent performs under this Agreement have the effect of assisting, and are intended to assist, the Funds to fulfill the obligations of the Funds under the USA PATRIOT Act (the "Act") and the regulations applicable to mutual funds adopted thereunder by the Department of Treasury and/or the Securities Exchange Commission. In connection therewith, the Agent has adopted, and will comply with, the AML Agent policies and procedures (including the Customer Identification Program) attached hereto as Exhibit B. The Agent will also provide the Funds with an annual certification substantially in the form attached hereto as Exhibit C, except as the representations in such certification require qualification as to specific instances. DST will make reasonable efforts to provide notice of any events that require qualification in advance of the issuance of such certification.

6.7.4. SEC COMPLIANCE RULE. The Agent acknowledges that the Funds have advised it that the Funds intend to use some of the Services that Agent performs under this Agreement to assist the Funds to fulfill the obligations of the Funds under Rule 38a-1 of the 1940 Act [Note: Agent already covenants that it will act in accordance with Section 6.6(c) of the Agreement and the revised definition of Applicable Law] The Agent agrees to provide reports and information as may be reasonably necessary for the Funds to fulfill their obligations under Rule 38a-1 in connection with the Services Agent performs under this Agreement.

6.8. ACTS OR OMISSIONS IN RELIANCE.

6.8.1. RELIANCE ON INSTRUCTIONS. The Agent may consider an Instruction received by the Agent to be effective as the Instruction of the Funds, and the Agent may rely on the Instruction, if (a) the Instructions have been transmitted by an individual reasonably believed by the Agent to be authorized by the Funds to submit Instructions and (b) (i) the Agent complies with the Security Procedures for receiving and processing Instructions and (ii) has not detected any error, omission or irregularity with such Instruction which, if detected, would justify non-reliance thereon by the Agent.

6.8.2. RELIANCE ON OTHER INBOUND COMMUNICATIONS. In performing the Transfer Agent Services, the Agent may rely upon the authenticity of any Inbound Communication in written, tangible form (including, without limitation, stock certificates which the Agent reasonably believes to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former Transfer Agent or Registrar, or of a co-Transfer Agent or co-Registrar), provided (a) the Agent reasonably believes the Inbound Communication has been transmitted by an appropriate Authorized Person as to the Funds and (b) the Agent has complied with the Security Procedures with respect to such Inbound Communication, and such compliance has not detected any error, omission or irregularity with such Communication which, if detected, would justify non-reliance thereon by the Agent.

6.9. RIGHT TO VERIFY AUTHENTICITY AND AUTHORITY. The Agent reserves the right to refuse to transfer or redeem any Shares until the Agent is satisfied that any required endorsement or signature (whether in tangible or electronic form) on the certificate or any other record is valid and genuine, and for that purpose the Agent may require a guaranty of signature in accordance with the Signature Guaranty Procedures that are part of the Operating Procedures. The Agent

shall not be obligated to transfer or redeem any Shares until the Agent is satisfied that the requested transfer or redemption is legally authorized, and the Agent will incur no liability for its refusal in good faith to make transfers or redemptions which, in the Agent's reasonable judgment, may be improper or unauthorized. The Agent may, in effecting transfers or redemptions, rely upon the Operating Procedures, Simplification Acts, Investment Company Institute (and its insurance company affiliate) pronouncements, Uniform Commercial Code or other statutes which protect it and the Funds in not requiring complete fiduciary documentation, and shall not be liable or responsible for any Losses arising out of or resulting from such reliance. In cases in which the Agent is not directed or otherwise required to maintain the consolidated records or the Shareholder detail with respect to shareholder's accounts, the Agent will not be liable for any loss which may arise by reason of not having such records or which might have been avoided if such records were available.

7. ASSUMPTION OF TRANSFER AGENT SERVICES BY THE FUNDS OR AGENTS DESIGNATED BY THE FUNDS. The Funds or their designated agents other than the Agent, in the Funds' sole discretion, may assume responsibility for directly performing certain of the Services including, without limitation, answering and responding to telephone inquiries from Authorized Persons; accepting Orders from Authorized Persons, Intermediaries and Plan Sponsors (either or both oral and written) and transmitting Orders to the Agent based on such instructions; preparing and mailing confirmations; obtaining certified Taxpayer Identification Numbers ("TINs"); classifying the status of Shareholders and Accounts under applicable tax law; establishing Accounts and assigning social codes and TIN codes thereof; and disbursing monies of the Funds.

8. LICENSES; INTELLECTUAL PROPERTY.

8.1. CONTENT. During the Term, the Funds grant to the Agent a non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable, royalty-free license to reproduce, display, distribute, perform and publicly and digitally use the Content and the Fund Marks provided by the Funds (the "Fund Content") exclusively in the operation of any Agent Site. Subject to the license granted in this Section 8.1, the Funds retain all rights, title and interest in the Fund Content and the Fund Marks. Except as expressly set forth in this
Section 8.1, the Agent shall obtain the prior written approval of the Funds for any other uses of the Fund Content (or any part thereof) or any Fund Mark, or for any modification of any aspect of the Fund Content or the Fund Marks, including in each case, without limitation, any and all Intellectual Property contained therein.

8.2. RIGHTS IN AND USE OF DATA AND RECORDS.

8.2.1. RIGHTS. As between the Funds and the Agent, the Funds own all right, title and interest to all Data (not including the format of the Record in which such Data is stored, which format belongs to the Agent), all Personal Information, all Records pertaining to, or containing information about, Shareholders, the Fund Marks and the Funds Content, and the Agent owns all right, title and interest to, or has the right to use, all of the Agent Facilities used to perform the Services, including, without limitation, all Code (including any Code used for Web sites which are utilized in performing the Services other than any Code relating to the Fund Marks or Fund Content), Intellectual Property and Records pertaining to the Agent's operations and operational results but not containing information about or pertaining to Shareholders. The Funds hereby grant the Agent a limited, non-exclusive, royalty-free, right and license to:

(a) Use the Funds' Records and Data, but solely on the Agent Facilities, to perform the Services under this Agreement or as required by Applicable Law; and

(b) Use Aggregated Data solely for the purpose of producing reports on the use of the Services (and similar services performed for other full-service Clients of the Agent) and use Usage Data solely for the purpose of producing reports on the use and operation of the Web Services and Agent Sites, for, in each case, disclosure to the Agent, the Funds and other Clients; provided, however, that (i) any such reports are made available to the Funds and other Clients of the Agent on a confidential basis and no further disclosure, publication or distribution of the reports, in whole or in part, shall be permitted, (ii) no such reports shall identify the Funds or any Person, or otherwise contain or disclose any Personal Information, other than reports provided exclusively to the Funds for administrative purposes under this Agreement, and (iii) the Agent shall deliver to the Funds a copy of any such report at no additional cost unless all non-Agent-Affiliated (which shall not include the Janus Capital Group Funds) recipients of such reports are charged therefor. The Agent shall make available promptly to the Funds copies of the Funds' Records and Data upon the Funds' request. Without limiting the foregoing, in no event shall the Usage Data be used by the Agent in connection with revenue-based advertising activities that may be associated with any of the Agent Sites unless as part of a program in which the Funds also participate.

8.2.2. RESTRICTIONS ON USE OF DATA. Except as provided in this
Section 8.2, the Agent shall make no other uses of any of the Data or Records of the Funds without the express prior written consent of the applicable Fund(s).

9. COVENANTS OF THE FUNDS.

9.1. REGISTRATION OF FUND SHARES. Each Fund shall take all actions required by law when and as necessary to register the Fund's Shares for sale and, as between the Agent and the Fund, the Fund will be responsible for the proper registration of all persons selling such Shares in all states in which the Fund's Shares will be offered for sale that require registration. If at any time a Fund receives notice of any stop order or other proceeding in any such state affecting the registration or the sale of the Fund's Shares, or of any stop order or other proceeding under the federal or any state securities laws affecting the sale of the Fund's Shares, the Fund shall promptly notify the Agent of the related stop order or proceeding. Upon receipt of any such notice, the Agent shall comply promptly with the requirements of any such stop order or other proceeding in its performance of the Services.

9.2. STOCK CERTIFICATES.

9.2.1. FURNISHING OF STOCK CERTIFICATES. Each Fund shall furnish the Agent with a reasonable and sufficient supply of blank stock certificates and from time to time, upon the request of the Agent, renew such supply. The Funds shall cause such certificates to be signed manually or by facsimile signatures of the officers of the Funds authorized by law and by the Bylaws of the Funds to sign stock certificates, and if required, to bear the corporate seal or facsimile thereof. The Funds shall furnish such stock certificates at its own expense.

9.2.2. DEATH, RESIGNATION OR REMOVAL OF SIGNING OFFICER. Each Fund shall deliver promptly to the Agent Instructions of any change in the officers authorized to sign stock certificates, written instructions or requests, together with two signature cards bearing the specimen signature of each newly authorized officer. In case any officer of any Fund who will have signed manually or whose facsimile signature will have been affixed to blank stock certificates dies, resigns, or is removed prior to the issuance of such certificates, the Agent may issue or register such stock certificates as the stock certificates of the Fund, notwithstanding such death, resignation, or removal, until specifically directed to the contrary by Instructions of the Fund. In the absence of such direction, the Funds will file promptly with the Agent any such approval, adoption, or ratification as may be required by law.

9.2.3. MAINTENANCE OF RECORDS AND CANCELLED CERTIFICATES. In the event that the Agent delivers to the Funds Records or cancelled stock certificates pursuant to Section 1.7(iv) of the Service Specifications, the Funds shall maintain such Records and stock certificates in accordance with
Section 17Ad-7 of the 1934 Act.

10. COMPENSATION AND EXPENSES.

10.1. FEES. In consideration for the Agent's proper performance of the Services, the Funds shall pay to the Agent the fees set forth in the Schedule of Fees included in the Service Specifications ("Fees"). The Schedule of Fees shall specify, among other things, each of the

items identified in the Fee Proposal and shall also include functional definitions of the service level incentives associated with selected Service Level Standards the ("Service Level Incentives"), and the methods for calculating the amount(s) to be paid as additional Fees based on such incentives. The Agent shall waive all Fees (but not Expenses) incurred by any new fund or new series of a Fund for a period of six months from such Funds' or series' commencement of the sale of Shares.

10.2. EXPENSES.

10.2.1. ALLOCATION OF EXPENSES. Subject to Section 10.2.2, except as expressly agreed in writing among the parties, each party shall bear all of its own costs and expenses arising in connection with the performance of its obligations under this Agreement.

10.2.2. REIMBURSABLE EXPENSES. The Funds agree to reimburse the Agent for all reasonable out-of-pocket expenses or disbursements incurred by the Agent in connection with the performance of the Services and for the direct expenses set forth in the Service Specifications ("Expenses") on a monthly basis. The Funds shall only be required to reimburse the Agent under this
Section 10.2.2 if proper documentation is provided to the Funds pursuant to
Section 10.2.3 below. For purposes of any reimbursement of any Expense pursuant to this Section 10.2.2, the Agent shall not eliminate any discount it received from a third party when it incurred such Expense, except to the extent the Agent, [with the prior consent of the Funds,] (a) incurs expenses or costs to meet or comply with requirements necessary to obtain such discount or (b) adds additional value to the services received from such third party.

10.2.3. DOCUMENTATION SUPPORTING REIMBURSEMENT OF EXPENSES. The Agent shall cause any invoice for Fees delivered pursuant to Section 10.4 to itemize any Expenses eligible to be reimbursed pursuant to this Section 10.2, in such detail as the Funds may reasonably require and to include such additional documentation supporting such reimbursements as the Funds may reasonably require. The Funds shall have the option of deferring reimbursement of any portion of Expenses for which the Agent fails to provide adequate detail or documentation (without incurring any obligation for overdue payments under
Section 10.4) until such detail or documentation is provided. For purposes of this Section and Section 10.4, "adequate detail or documentation" shall mean such detail or documentation that an objective reasonable observer would agree reasonably supports the charges. Such Expenses shall be paid within ten (10) days of receipt of adequate detail or documentation by the Funds (the "Due Date" as to previously disputed Expenses).

10.3. TAXES. The Funds shall be responsible for the payment of all taxes, including any sales or use taxes, due and payable in connection with the Agent's performance under this Agreement, except for any tax based on the Agent's net income.

10.4. PAYMENT TERMS.

10.4.1. PERFORMANCE REPORTS. The parties acknowledge that substantial portions of the Fees are structured as transaction-based fees or incentive-based fees. Prior to or concurrent with delivering invoices to the Funds for Fees, in addition to the Reports, the Agent shall provide quarterly service level performance reports ("Performance Reports") that report all performance activity necessary, and in sufficient detail, to verify the amount and appropriateness of the Fees charged by the Agent in its invoices. All Performance Reports are subject to verification through inspection by the Funds pursuant to Section 5.3.1.

10.4.2. INVOICES. The Agent shall prepare and deliver to the Funds an invoice, no later than the 25th day of each calendar month, for the payment of all Fees, and the reimbursement of all Expenses, properly due and payable for the preceding calendar month. Upon the Funds' request, the Agent shall meet with the Funds and review any reasonable questions or concerns regarding any invoice. The Funds shall promptly notify the Agent (in no event later than fourteen (14) days after receipt of the invoice) in the event that any amount set forth on any invoice for Fees or Expenses is in dispute. The Funds and the Agent shall cooperate in good faith to investigate any such dispute and endeavor to resolve amicably the circumstances surrounding such dispute, which resolution shall be deemed to occur, in the event the dispute arises due to insufficient detail or documentation, upon the presentation by the Agent of adequate detail or documentation, and establish a suitable amount to be paid; otherwise, if the parties are unable to resolve any such dispute, it shall be subject to the dispute resolution procedures set forth in Section 21.15 of this Agreement.

10.4.3. TIMELY PAYMENTS. Except to the extent of any disputes pending pursuant to Section 10.4.2, the Funds shall pay to the Agent all Fees, and reimburse all Expenses, properly due and payable within thirty (30) days from the date the Funds receive an invoice from the Agent, properly supported, for such Fees and Expenses (the "Due Date"). Where an invoice contains disputed and undisputed amounts, the Funds shall pay the undisputed amounts by the Due Date. In the event that any undisputed amounts due hereunder are not received by the Agent by the Due Date, the Funds shall pay to the Agent a late charge equal to the lesser of the maximum amount permitted by applicable law or the product one and one-half percent (1.5%) per month times the amount overdue times the number of whole or partial (pro-rated) months from the Due Date up to and including the day on which payment is received by the Agent. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment and is not a penalty. Acceptance of such late charge shall not prevent the Agent from exercising any other rights and remedies available to it arising out of such late payment.

10.4.4. NO SUSPENSION OF SERVICES. The existence of any overdue payment obligation with respect to Expenses shall not constitute a basis on which the Agent may suspend, alter or otherwise disrupt the Agent's timely and consistent performance of the Services under this Agreement unless such payment (excluding disputed amounts) are overdue by more than sixty (60) days. No overdue payment obligation shall constitute a basis for the termination, or attempted termination, of this Agreement by the Agent unless such payment obligation remains overdue for thirty (30) days after the Funds have received written notice from the Agent that such payment obligation is overdue; provided, however, that if the Funds are disputing, in good faith, any payment obligation, such overdue payment obligation shall not constitute grounds for

suspension of performance or termination of this Agreement but rather shall be subject to the provisions of Section 10.4.2 and the dispute resolution provisions of Section 21.15 of this Agreement. In the event that Expenses not being disputed in good faith remain unpaid in excess of ninety (90) days, the Agent may require the Funds to pay all further Expenses in advance.

10.5. CHANGES IN FEES AND EXPENSES. It is the intent of the Agent and the Funds that the Schedule of Fees and Expenses (attached as part of the Services Specifications) remain the same during the Term and not be amended, except by an Amendment or as provided in Sections 3.4 or 4.1(a) or hereinafter in this
Section 10.5. Notwithstanding the foregoing, the Agent may increase the fees and charges set forth on the Schedule of Fees and Expenses upon at least ninety (90) days prior written notice, if (a) changes in existing laws, rules or regulations: (i) require substantial system modifications or (ii) materially increase cost of performance hereunder and (b) any such increase is shared equally by at least seventy-five percent (75%) of the Agent's affected Clients. If the Agent notifies the Funds of an increase in fees or charges pursuant to the immediately preceding sentence, the parties shall confer, diligently and in good faith and agree upon a new fee to cover the amount necessary, but not more than such amount, to reimburse the Agent for the Funds' aliquot portion of the cost of developing the new software to comply with regulatory charges and for the increased cost of operation.

10.5.1. IMPROVED EFFICIENCIES. The Funds and the Agent shall meet periodically to consider whether Modifications paid for by the Funds or other changes in the nature of the delivery of the Services by the Agent has lowered the Agent's operating costs. Where the parties agree that the foregoing has occurred, they will commence negotiations in good faith to consider the establishment of reductions in the related Fees associated with the Services affected by those Modifications or changes in the delivery of the Services.

10.5.2. MOST FAVORED CUSTOMER. The Agent and the Funds intend that the Fees payable under this Agreement shall represent the most favorable arrangement provided by the Agent to any Client similarly situated. Accordingly, in the event that (a) the Agent charges any actual Client that is, in the aggregate with respect to mutual funds with an affiliated manager or managers or a client base with respect to mutual fund transfer agents, of similar size, with a similar revenue structure, similar revenue amounts, similar volume and business mix of Transactions and similar distribution channels as that of the Funds, fees for the performance of Transfer Agent services comparable to the Services and (b) the fees offered are, in the aggregate, in amounts less than the Fees payable under this Agreement for the same services, the Agent shall so notify the Funds promptly and immediately prepare and deliver to the Funds a suitable Service Order reflecting any adjustments to the Schedule of Fees required in order for the Funds to receive the same (or lower) fees so offered by the Agent. The foregoing Most Favored Customer treatment shall not apply to Fees which have been agreed upon with a Client as part of a larger transaction in which the Agent is selling to or purchasing assets from the Client or otherwise acquiring from the Client something additional of substantial value.

10.6. ORIGINAL ISSUE TAXES AND MAILINGS. The Agent reserves the right, (a) before making any original issue of stock certificates for the Funds, to require the Funds to furnish to the Agent sufficient monies to pay all required taxes on the original issue of stock, if any, and (b) to require the Funds to pay postage in advance of mailings that are addressed to more than twenty percent (20%) of the Funds' non-matrix level 3 shareholders. Upon such request, the

Funds shall promptly provide such Funds and furnish the Agent with such evidence as may be required by the Agent to show the actual value of the related stock. If no taxes are payable, the Funds shall furnish the Agent with an opinion of outside legal counsel to that effect.

11. REPRESENTATIONS AND WARRANTIES OF THE AGENT. The Agent represents and warrants to each of the Funds that:

(a) It is a corporation duly organized and existing and in good standing under the laws of Delaware;

(b) It is duly qualified to carry on its business in the State of Missouri;

(c) It is empowered under Applicable Laws and the laws of its state of organization, and by its Articles of Incorporation and Bylaws, to enter into this Agreement and perform the Services contemplated in this Agreement;

(d) It is registered as a transfer agent to the extent required under the 1934 Act, such registration has not been revoked, suspended or otherwise the subject of any proceeding before the Securities and Exchange Commission, and the Agent shall continue to maintain such registration as a transfer agent during the Term. The Agent will promptly notify the Funds in writing in the event of any material change in the Agent's status as a registered transfer agent. Should the Agent fail to be registered with the appropriate federal agency as a transfer agent at any time during the term of this Agreement, the Funds may, on written notice to the Agent, immediately terminate this Agreement;

(e) It has taken all requisite corporate action to authorize the Agent to enter into and perform this Agreement;

(f) The Agent has, and will continue to have and maintain, the necessary Resources to perform its duties and obligations under this Agreement. Such Resources include personnel who have been trained pursuant to Applicable Law and prevailing industry practices in connection with their performance of the Services and, to the extent specified in the Service Specifications, shall have and maintain in good standing during the Term, all required certificates, licenses or registrations related to their responsibilities in performing the Services. Nothing in this Agreement is intended to, nor shall it, require the Agent to register its personnel with any self-regulatory organizations;

(g) The Agent owns or has sufficient and valid license or other legally enforceable rights in all software and other Intellectual Property used by the Agent to provide the Services, and such use does not infringe the U.S. copyrights of any other Person. To the knowledge of the Agent, use by the Agent of such software and Intellectual Property does not infringe or otherwise violate the U.S. patent rights or otherwise violate the Intellectual Property rights of any Person. In the event one or more Services are not useable by the Funds as a result of a breach of the foregoing warranty, then the Agent will use commercially reasonable efforts to: (a) procure for the Funds the right to continue using the Services or infringing portion thereof, (b) modify the Service so that it becomes non-infringing, or (c) replace the Service or infringing part thereof with other systems of similar capability within a reasonable period of time under the

circumstances; provided that if the Agent is not able to satisfy the foregoing requirements, then, as their sole remedy for the Agent's breach of the foregoing warranty, the Funds may terminate this Agreement and obtain a refund of all prepaid usage fees paid during the immediately preceding twelve (12) months for the Service that is not useable. The foregoing warranty and the Agent's obligations thereunder are contingent upon the Funds' use of the Agent's Services and the Agent Facilities in accordance with the provisions of this Agreement and the specific written instructions relating thereto furnished or made available by the Agent to the Funds consistent with the terms of this Agreement, and, to the extent that any of the following cause the foregoing warranty to fail, no such warranty obligation shall apply to any portion of the Services to the extent based upon (i) a modification of the Services or the Agent Facilities at the request of the Funds, (ii) use of the Services or the Agent Facilities by the Funds other than in accordance with this Agreement and the specific written instructions relating thereto furnished or made available by the Agent to the Funds consistent with the terms of this Agreement, or (iii) use of the Services or the Agent Facilities by the Funds in combination with other services, systems, software or hardware not provided or recommended by the Agent if infringement could have been avoided by not using the Services or the Agent Facilities in combination with such other services, systems, software or hardware; and

(h) The Agent hereby represents and warrants that the Government Examiners, as defined in Section 5.4.3 of this Agreement, have not cited any material deficiencies in the Business Contingency Plan as currently constituted, and DST's testing and maintenance thereof, and that if, in the future, any report issued by a government agency or entity cites any material deficiencies in such Business Contingency Plan and its testing and maintenance, the Agent shall promptly address, and as soon as is reasonably practicable correct, any such material deficiencies.

THE FOREGOING WARRANTIES IN THIS SECTION, AND, AS TO THE ANCILLARY SERVICES, IN THOSE SECTIONS THAT SPECIFICALLY ADDRESS SUCH ANCILLARY SERVICE, ARE IN LIEU OF, AND THE AGENT HEREBY EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND COURSE OF PERFORMANCE.

12. REPRESENTATIONS AND WARRANTIES OF THE FUNDS. Each of the Funds represents and warrants to the Agent that:

(a) It is a corporation or business trust duly organized and existing and in good standing under the laws of its respective State of organization;

(b) It is an open-end management investment company registered under the 1940 Act;

(c) A registration statement under the 1933 Act has been filed and will be effective with respect to all Shares of the Fund being offered for sale;

(d) All requisite steps have been, and will continue to be, taken to register the Fund's Shares for sale in all applicable states and such registrations will be effective at all times

Shares are offered for sale in such state and all sales of Shares shall be made in compliance with all applicable federal and state requirements; and

(e) It is empowered under Applicable Laws and the laws of its state of organization, and by its Articles of Incorporation or Declaration of Trust, as applicable, and Bylaws, to enter into and perform this Agreement.

13. LIMITATIONS ON LIABILITY.

13.1. FUNDS AND FUND SERIES AS SEPARATE PARTIES. Each Fund shall be regarded for all purposes under this Agreement as a separate party, independent of each other Fund. If any Fund is comprised of more than one series, each series shall be regarded for all purposes under this Agreement as a separate party, independent of each other Fund and series. Unless the context otherwise requires, with respect to every transaction covered by this Agreement, every reference in this Agreement to the Funds shall be deemed to relate solely to the particular Fund or series to which such transaction relates. Under no circumstances shall the rights, obligations or remedies with respect to a particular Fund or series constitute a right, obligation or remedy applicable to any other Fund or series as the case may be. The use of this single document to memorialize the separate agreement of each Fund and series is understood to be for convenience only and shall not constitute any basis for joining the Funds or series for any reason or establishing any liability of any Fund or series for the obligations of the other Funds or Series.

13.2. FUNDS AS SEPARATE ENTITIES. Notice is hereby given to the Agent that a copy of each Fund's Articles of Incorporation or Certificate of Trust, as applicable, is on file with the Secretary of State of the state of its organization; that this Agreement has been executed on behalf of the Fund by the undersigned duly authorized representative of the Fund in that Person's capacity as such and not individually; and that the obligations of this Agreement shall only be binding upon the assets and property of the applicable Fund or series and shall not be binding upon any director, trustee, officer or Shareholder of that Fund or series, or any other Fund or series, individually.

13.3. LIMITS ON LIABILITY. The cumulative aggregate liability of the Agent to any Fund or Series, or all the Funds and Series in the aggregate, on the one hand, and all the Funds and all the Series to the Agent, on the other hand, with respect to, arising from or arising in connection with this Agreement, the Services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid hereunder by all the Funds and all the Series to the Agent as Fees, but not including Expenses, during the twelve (12) months immediately preceding the event giving rise to the liability. The preceding limitations do not apply with respect to any liability of the Agent or the Funds with respect to, arising from or arising in connection with the intentional breach by the Agent or the Funds, as the case may be, of the requirements set forth in Section 15 hereof, committed (1) with the actual knowledge that the action or omission at issue is a breach of the Party's obligations under this Agreement or (2) for the purpose of harming the other party or its customers or shareholders, or any liability of a Fund or Series with respect to (i) the payment of Fees or Expenses, or both, and (ii) the funding or payment of any amounts due in the ordinary course of the business of such Fund or Series, such as, by way of example and not limitation, the provision of sufficient funds to pay all outstanding debts, wire transfers, ACH transactions, drafts, checks

or any other obligations of such of such Fund or Series incurred by the Agent on behalf of such Fund or Series in the course of providing Services to such Fund or Series. In addition, the foregoing cap on damage amounts shall not apply to any liability of the Funds to indemnify the Agent as set forth in Section 14.2 for Losses for which the Agent is held liable or for which the Agent must pay to a third party, including but not limited to a shareholder of any Fund.

13.4. "AS OF" TRANSACTIONS. Without limiting anything else in this Agreement, gains and Losses resulting from Adjustments shall be treated in accordance with, and governed by, the As of Trade Policy of the Funds attached as Addendum 2 hereto (as amended from time to time by mutual agreement of the Agent and the Funds) which is incorporated into this Agreement, and the Agent shall be liable for any such Losses to the extent provided for in the As of Trade Policy.

13.5. ACTIONS OF UNAFFILIATED THIRD PERSONS. Nothing in this Agreement shall impose any duty upon the Agent in connection with, or make the Agent liable for, the actions or omissions to act on behalf of third Persons unaffiliated with the Agent who provide services to the mutual fund and financial services industry generally, such as, by way of example and not limitation: Federal Express Corporation, the Funds' distributor, custodian bank and other agents of the Funds, the U.S. mails and telecommunication companies engaged to provide communication circuits in support of the Agent's performance of the Services, provided the Agent shall have exercised due care in selecting the same.

13.6. CONSEQUENTIAL DAMAGES. EXCEPT WITH RESPECT TO EITHER PARTY'S INTENTIONAL ACTS OR OMISSIONS IN VIOLATION OF SECTION 15 OF THIS AGREEMENT, COMMITTED (1) WITH THE ACTUAL KNOWLEDGE THAT THE ACTION OR OMISSION AT ISSUE IS A BREACH OF THE PARTY'S OBLIGATIONS UNDER THIS AGREEMENT OR (2) FOR THE PURPOSE OF HARMING THE OTHER PARTY OR ITS CUSTOMERS OR SHAREHOLDERS, IN NO EVENT SHALL ANY PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON FOR ANY LOSSES RELATING TO LOSS OF PROFITS OR INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14. INDEMNIFICATION AND INSURANCE COVERAGE.

14.1. INDEMNITY OBLIGATIONS OF THE AGENT. Subject to the limitations set forth in Section 13.3 and except where the Agent is entitled to indemnification under Section 14.2 hereof and with respect to "as of" transactions as set forth in Section 13.4, the Agent shall indemnify and hold the Funds, together with their respective directors, officers, employees, representatives, partners and agents, harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability, without limitation including costs and counsel fees incurred in enforcing this indemnification (each, a "Loss" and collectively "Losses") arising out of or attributable to (a) the Agent's refusal or failure to comply with the terms of this Agreement, (b) the Agent's negligence, recklessness or willful misconduct, (c) the breach of any representation or warranty of the Agent hereunder or (d) subject to the provisions of Section 11(g) of this Agreement, any third party claim brought against the Funds that any of the Services or any software or other Intellectual Property used by the Agent at its facilities to provide the Services, the Agent Facilities or the Agent's or Funds' use thereof, infringes or otherwise

violates the Intellectual Property rights of any other Person. In the event of any conflict between the terms of this Section 14.1 and those of Sections 18 and 19 of this Agreement, those of Sections 18 and 19, as they concern the FAN Web Services and the FAN Mail Services, shall control.

Notwithstanding anything in the foregoing to the contrary, the Agent shall have no liability or obligation to indemnify under Section 14.1(d) for any claim which is based on (i) a modification of the Services or the Agent Facilities at the request of the Funds, (ii) use of the Services or the Agent Facilities by the Funds other than in accordance with this Agreement and the specific written instructions relating thereto furnished or made available by the Agent to the Funds consistent with the terms of this Agreement, or (iii) use of the Services or the Agent Facilities by the Funds in combination with other services, systems, software or hardware not provided or recommended by the Agent if infringement could have been avoided by not using the Services or the Agent Facilities in combination with such other services, systems, software or hardware. In the event any Service (or one or more functions thereof) is not useable by the Funds as a result of an infringement claim, then the Agent shall be entitled to discharge its indemnification obligations by application of the remedies set forth in Section 11(g).

14.2. INDEMNITY OBLIGATIONS OF THE FUNDS. The Funds shall indemnify and hold the Agent, together with its directors, officers, employees, representatives, partners and agents, harmless from and against, any and all Losses which may be asserted against the Agent or for which the Agent may be held to be liable, arising out of or attributable to:

(a) All actions of the Agent required to be taken by the Agent pursuant to this Agreement, provided that the Agent has acted in good faith and with due diligence and reasonable care;

(b) The Funds' refusal or failure to comply with the terms of this Agreement, the Funds' negligence or willful misconduct, or the breach of any representation or warranty of the Funds hereunder, or any time lapse between the issuance of notification of any stop order to the Funds and the Funds' notification thereof to the Agent as set forth in Section 9.1;

(c) Actions, or omissions to act, by a Fund or agents designated by the Fund with respect to duties assumed by the Fund pursuant to
Section 7;

(d) The good faith reliance by the Agent on, or the carrying out of (i) Instructions, or (ii) any Data or Records included in Communications (including without limitation Inbound Communications) received from, or which have been prepared and/or maintained by an Authorized Person of the Fund; provided, in any such event, the Agent has complied with the related Security Procedures in all respects with regard to such Instructions, Orders, Data, Records or Communications;

(e) Defaults by Intermediaries or Shareholders with respect to payments for Orders previously entered in the Agent's Facilities;

(f) The Agent's performance of Exception Services except where the Agent acted or omitted to act in bad faith, with reckless disregard of its obligations or with gross negligence;

(g) The Funds' errors and mistakes in the use of the Agent Facilities and related equipment used to access the Agent Facilities, and control procedures relating thereto in the verification of output and in the remote input of Data; and

(h) Errors, inaccuracies, and omissions in, or errors, inaccuracies or omissions of the Agent arising out of or resulting from such errors, inaccuracies and omissions in, the Funds' records, shareholder and other records, delivered to DST hereunder by the Funds or its prior agent(s).

14.3. INDEMNIFICATION PROCEDURE. In any case where a party entitled to indemnification hereunder (an "Indemnified Party") shall seek indemnification under this Agreement for a third party claim, suit or proceeding ("Third Party Claim"), such indemnification shall be conditioned on such Indemnified Party's compliance with the following procedures:

14.3.1. Promptly after receipt by an Indemnified Party of notice of the commencement of a Third Party Claim for which the Indemnified Party may seek indemnification under this Agreement, the Indemnified Party shall notify the party obligated hereunder to provide indemnification (the "Indemnifying Party") in writing of the commencement of the action specifying the amount and nature of the Third Party Claim ("Claim Notice"). Provided that such Claim Notice is given (unless the failure to provide such Claim Notice does not prejudice the interests of the Indemnifying Party), and the Indemnifying Party has not contested in writing the Indemnified Party's right to indemnification as set forth below, the Indemnifying Party, at its own expense and using counsel of its own choosing, shall promptly defend, contest and otherwise protect against the Third Party Claim. If within a reasonable time period following the receipt of a Claim Notice, the Indemnifying Party contests in writing the Indemnified Party's right to indemnification with respect to the Third Party Claim described in the Claim Notice, the Indemnified Party shall defend against and contest such Third Party Claim.

14.3.2. If the Indemnifying Party is defending against the Third Party Claim, the Indemnified Party may, but will not be obligated to, participate in the defense of any such Third Party Claim, at its own expense and using counsel of its own choosing, but the Indemnifying Party shall be entitled to control the defense thereof unless the Indemnified Party has relieved the Indemnifying Party from liability with respect to the particular matter. The Indemnified Party shall cooperate and provide such assistance as the Indemnifying Party reasonably may request in connection with the Indemnifying Party's defense and shall be entitled to recover from the Indemnifying Party the reasonable costs of providing such assistance. The Indemnifying Party shall inform the Indemnified Party on a regular basis of the status of such claim, suit or proceeding and the Indemnifying Party's defense thereof.

14.3.3. In any Third Party Claim the defense of which is controlled by the Indemnifying Party, the Indemnifying Party shall not, without the Indemnified Party's prior written consent, compromise or settle such claim, suit or proceeding if:

(a) such compromise or settlement would impose an injunction or other equitable relief upon the Indemnified Party; or

(b) such compromise or settlement does not include the third party's release of the Indemnified Party from all liability relating to such claim, suit or proceeding for which the Indemnified Party is entitled to be indemnified.

14.3.4. If the Indemnifying Party fails to timely defend, contest or otherwise protect against any such claim, suit or proceeding, and fails to contest in writing the Indemnified Party's right to indemnification, the Indemnified Party may, but will not be obligated to, defend, contest or otherwise protect against the same, and make, with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, any compromise or settlement thereof and recover the entire costs thereof from the Indemnifying Party, including reasonable fees and disbursements of counsel and all amounts paid as a result of such claim, suit or proceeding and the compromise or settlement thereof.

14.3.5. Except as set forth in Section 14.3.4 above, the Indemnified Party will not, without the prior written consent of the Indemnifying Party, settle or compromise or consent to the entry of any judgment with respect to any pending or threatened Third Party Claim in respect of which indemnification or contribution may be sought under this Agreement. In such case, failure of an Indemnified Party to adhere to this Section 14.3.5 shall constitute a waiver by that Indemnified Party of its rights to indemnification with respect to the Third Party Claim.

14.3.6. The obligation to indemnify a party's directors, officers, employees, representatives, partners and agents in accordance with Section 14.1 and 14.2, as applicable, may be enforced exclusively by that party, and nothing herein shall be construed to grant such officers, directors, employees, representatives, partners and agents any individual rights, remedies, obligations or liabilities with respect to the parties to this Agreement. The parties to this Agreement may amend or modify this Agreement in any respect without the consent of such officers, directors, employees, representatives, partners and agents.

14.4. INSURANCE COVERAGE.

14.4.1. MAINTENANCE OF INSURANCE. During the Term and for a period of three (3) years immediately following thereafter, each of the parties shall maintain in full force and effect the insurance coverage set forth in the Service Specifications (the "Insurance Policies"). The party obtaining such insurance coverage shall pay all premiums that become due and payable under the Insurance Policies in a timely manner and shall notify the other party in the event such party receives any notice or other communication from the issuer of any of the Insurance Policies that the coverage provided thereby may be subject to termination, suspension or expiration. Each party shall be entitled to substitute different carriers for the Insurance Policies at its convenience, provided such substitution is reviewed with the other party in advance and the proposed substitution shall not cause any reduction, alteration or other change in the scope or amount of coverage provided.

15. CONFIDENTIALITY.

15.1. CONFIDENTIAL INFORMATION. For the purposes of this Agreement, "Confidential Information" shall mean and include any and all proprietary and confidential information obtained, provided, produced or disclosed by or on behalf of the one party (the "Disclosing

Party") to the other party (the "Receiving Party") in written, electronic, oral or other form, whether tangible or intangible including, without limitation, the terms of this Agreement.

15.1.1. ADDITIONAL PROVISIONS RELATING TO THE FUNDS. In the case of the Funds as the Disclosing Party, "Confidential Information" includes, without limitation, all Data (including, without limitation, Personal Information), and Records, and any and all information related to the operations, activities, Resources or trade secrets of any Person within the Fund Group or their business affairs provided by the Funds to the Agent, but not including the format in which any Record is maintained on any Agent System.

15.1.2. ADDITIONAL PROVISIONS RELATING TO THE AGENT. In the case of the Agent as the Disclosing Party, "Confidential Information" includes, without limitation, all of the Agent's financial statements and other financial records provided to the Funds by the Agent, all accountant's reports relating to the Agent, and all manuals, systems and other technical information and data (other than Data, Records or Confidential Information of the Funds) relating to the Agent's operations, the Agent Facilities and the Resources of the Agent and other programs provided by the Agent to the Funds (including, without limitation, all Code, the Agent's Intellectual Property, the Operating Procedures and all Documentation).

15.2. EXCEPTIONS TO CONFIDENTIAL INFORMATION. "Confidential Information" shall not include any information that the Receiving Party is able to demonstrate is: (a) publicly available or later becomes publicly available other than through a breach of this Agreement; (b) known to the Receiving Party or its employees, agents or representatives prior to disclosure by the other party; (c) subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party that is not under any obligations of confidentiality; (d) independently developed by the Receiving Party or its employees, agents or representatives, without use of the Confidential Information of the Disclosing Party as evidenced by contemporaneous documentation in the Receiving Party's possession; or (e) legally required to be disclosed by the Receiving Party. As to any disclosures which are legally required, the Receiving Party shall provide the Disclosing Party, its third party contractors and any other affected parties with reasonable notice prior to such disclosure, to the extent permissible under the order requiring disclosure, and cooperate with the Receiving Party to establish suitable arrangements to minimize the extent and scope of any required disclosure. In the event a party seeks to assert one or more of the foregoing exceptions (a)-(e), such party shall bear the burden of proof of the applicability thereof.

15.3. OBLIGATION OF CONFIDENTIALITY. During the Term and indefinitely thereafter, the Receiving Party shall undertake all necessary and appropriate steps to ensure that the confidentiality of the Disclosing Party's Confidential Information is maintained and that such Confidential Information is protected from unauthorized disclosure, including the continued use of appropriate Security Procedures otherwise required by this Agreement. The Receiving Party shall not disclose any Confidential Information of the Disclosing Party, and the Receiving Party shall exercise at least the same degree of care, but no less than a reasonable degree of care, with respect to maintaining the confidentiality of the Disclosing Party's Confidential Information that it exercises to maintain the confidentiality of its own confidential and proprietary information of like importance. The Receiving Party shall use the Disclosing Party's Confidential Information

only and exclusively in connection with its performance under this Agreement and shall not otherwise use any such Confidential Information.

15.4. EQUITABLE RELIEF. The parties acknowledge that any unauthorized use or disclosure of Confidential Information by the Receiving Party may cause the Disclosing Party irreparable damage that cannot be remedied in monetary damages in an action at law. Notwithstanding Section 21.15 (Dispute Resolution), in the event of any such unauthorized use or disclosure, the Disclosing Party shall be entitled, without the requirement to post bond, to an immediate injunction, in addition to any other legal or equitable remedies.

15.5. PRIVACY CONSIDERATIONS.

15.5.1. (a) In the course of performing Web Services at the Agent Sites, the Agent shall use all Data, including Personal Information, only in accordance with Section 8 (Rights in and Use of Data and Records) and Section
15 (Confidentiality), and shall not use or disclose any Data or Personal Information except to perform the Web Services or as otherwise permitted by this Agreement or required by Applicable Law. In the event the Agent receives any complaint, claim or notice of any investigation relating to the manner in which Personal Information has been collected, stored or processed by the Agent in performing the Services, the Agent shall promptly so notify the Funds and shall cooperate with the Funds in responding to and resolving such claims or proceedings. (b) The Funds and the Agent are mutually committed to developing, operating and performing the Services in compliance with, and the Agent shall develop, operate and perform the Services in compliance with, any Applicable Law relating to protecting the privacy of Personal Information that may be included in any Data or Records including, without limitation, Regulation S-P promulgated by the Securities and Exchange Commission, as such law applies to the Agent's performance of the Services.

15.5.2. The parties agree to discuss the implementation of Modifications necessary to adapt the Services and the Agent Facilities to comply with any future Applicable Law relating to protecting the privacy of Personal Information that is collected or processed by them.

15.5.3. In furtherance of the commitments set forth in Section 15.5.1, the Agent shall maintain Security Procedures for access to the Resources as specified in the Service Specifications.

15.5.4. The obligations of the parties under Section 15.5 shall survive any expiration or termination of this Agreement and shall continue for the period of time required by Applicable Law (but in no event less than ten
(10) years.

15.5.5. The Agent may impose additional Fees or charges with respect to any additional obligations required of Agent under this Section 15 to the extent permitted under Section 10.5.

16. TERM AND TERMINATION.

16.1. TERM. This Agreement shall be in effect for an initial period (the "Term") commencing on the Effective Date and ending on December 31, 2004, and thereafter, except as the parties may otherwise agree in writing in any new fee agreement, may be terminated by either party as of March 30th of any subsequent year upon receipt of one (1) year's written notice from the other party.

16.2. TERMINATION FOR CAUSE. The Funds and the Agent, in addition to any other rights and remedies, shall have the right to terminate this Agreement upon any material failure by the other party to perform its covenants, obligations or duties in accordance with this Agreement, including the failure of the warranties of any party to remain true and correct in all material respects, and which failure continues for ninety (90) days after receipt of written notice from the party not in breach, which notice shall specify in reasonable detail the existence of such material breach. For any event under this Section 16.2 for which the Funds may terminate this Agreement, the termination shall be effective thirty (30) days after the expiration of the 90-day period, upon notice by the Funds, provided, however, that the effective date of any termination under this
Section 16.1 shall not occur during the period from December 15 through March 30 of any year to avoid adversely impacting year end.

16.3. ADDITIONAL TERMINATION RIGHTS. In addition to any right to terminate this Agreement under the provisions of this Section 16, either party shall have the further right to terminate this Agreement, upon delivery of written notice to the Agent, upon the occurrence of any of the following:

(a) the other party (including, with respect to the Funds, Lord, Abbett & Co. LLC) ceases to do business in the ordinary course, becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency or for the appointment of a receiver or similar officer for it (whether voluntary or involuntary), makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations;

(b) the other party (including, with respect to the Funds, Lord, Abbett & Co., LLC, not including, in the case of Lord, Abbett & Co. LLC any reconstitution of the company as a result of the addition or departure of one or more of the members or change in the ownership portions of given members where, in each case, the identity of a substantial majority of the members remains the same) experiences any transfer of ownership of a controlling interest in such party by or to any Person, other than a Person who was an Affiliate of that party immediately before any such transfer. For purposes of this Section 16.3(b), a controlling interest shall be deemed to be more than fifty percent of the equity interest in a Person; or

(c) the other party (including, with respect to the Funds, Lord, Abbett & Co. LLC) is the subject of any administrative or court order issued with regard to the material violation, or alleged material violation of, the 1933 Act, the 1934 Act, the 1940 Act or other Applicable Law relating to its business.

16.4. ADDITIONAL TERMINATION EVENT. In addition to the remaining provisions of this Section 16, upon any liquidation or other dissolution of any Fund, series of a Fund or Lord, Abbett & Co. LLC (not including, in the case of Lord, Abbett & Co. LLC any reconstitution of the company as a result of the addition or departure of one or more of the members or change in the ownership portions of given members where, in each case, the identity and aggregate ownership interests of a substantial majority of the members remains the same) or upon any Fund ceasing to be a registered investment company under the 1940 Act or Lord, Abbett & Co. LLC ceasing to be a registered investment adviser under the 1940 Act, this Agreement shall in the sole discretion of DST immediately expire with respect to such Fund or series of a Fund, or all Funds and series if Lord, Abbett & Co. LLC is involved, upon delivery of written notice to the Fund or Funds.

16.5. OBLIGATIONS OF THE AGENT UPON TERMINATION.

16.5.1. In the event of the expiration, or any termination of this Agreement as to any or all Funds:

(a) Subject to Section 16.5.1(c), the Agent shall reasonably promptly following the Agent's receipt of Instructions and receipt of payment of all outstanding amounts not being disputed in good faith by the Funds due to the Agent from the Funds under this Agreement, transfer all Data and Records to the successor transfer agent(s) designated by the Funds or otherwise as directed by the Funds and, if the Funds so elect, the Agent shall not retain a copy of any Data and Records in its possession (except as required by Applicable Law); and

(b) The Agent shall provide (subject to the recompense of the Agent for such assistance at the Agent's standard rates and fees then in effect) all reasonably necessary and prudent assistance to the Funds and the successor transfer agent(s) designated by the Funds to ensure an orderly deconversion and transition of Services from the Agent to the successor transfer agent(s).

(c) In the event that, prior to any such termination or expiration and the transfer of the Funds' Data and Records from TA2000, there are any disputed outstanding amounts due to the Agent from the Funds under this Agreement, the Funds shall promptly deposit an amount equal to two (2) months average Fees under this Agreement into an escrow account with an escrow agent pursuant to the terms and conditions of the escrow agreement attached hereto as Exhibit D, pending resolution of such disputed amounts pursuant to binding arbitration as set forth in Section 20.15 of this Agreement.

For purposes of this Section 16.5, the term "assistance" shall not include (i) assisting the successor transfer agent to modify, alter, enhance, or improve the system of the successor transfer agent, (ii) making modifications or changes to the Agent's then current system or (iii) requiring the Agent to disclose any Confidential Information of the Agent (other than with respect to the format in which any Record is maintained on any Agent System solely to the extent necessary to effect the deconversion and transition of Services from the Agent to the successor transfer agent as provided for under this Section 16.5 and subject to such successor executing a confidentiality and non-disclosure agreement substantially in the form of Exhibit E).

16.5.2. Notwithstanding the foregoing, in the event the Funds terminate this Agreement due to the breach of the Agent as provided in Section 16.2, the Agent hereby waives, and the Funds shall not be liable for, any Expenses or other amounts which the Agent may otherwise charge or assess in connection with the deconversion and transfer of the operations of the Funds to any successor transfer agent(s).

16.6. SURVIVAL. The following provisions of this Agreement shall survive any termination or expiration of this Agreement: Sections 15.5, 10.4.3, 11, 12, 13, 14, 15, 16.5 and 17, inclusive.

17. NON-SOLICITATION. Unless otherwise agreed to by the parties, during the performance of the Services and for a period of one (1) year after the expiration or termination of this Agreement, neither the Agent nor the Funds shall hire or attempt to hire any individual Person who (a) has been directly involved in the development or performance of the Services, and (b) is then, or who had been at any time during the year prior to the hiring or attempted hiring, an employee of the other party; provided, however, that the preceding restrictions shall not be binding with respect to (y) any such Person who initiates discussions regarding their employment or (z) any general public advertising conducted by either party regarding employment opportunities other than an advertisement in the local media in the area in which the principal office of the other party is located.

18. FAN WEB SERVICES.

18.1. DEFINITIONS. The following definitions shall apply to this Section
18. Additional terms may be defined in this Agreement, the Addendum, and the Service Specifications which describe the Financial Access Network(TM) Services to be provided by the Agent for the Funds.

(a) "DST FAN Web Site" shall mean the collection of electronic documents or pages residing on Agent's computer system, linked to the Internet and accessible by hypertext link through the World Wide Web, where the Transaction data fields and related screens provided by the Agent may be viewed by Users who access such site.

(b) "FAN(R)" shall mean the DST Financial Access Network, an Agent computer and software system which provides an interface between the Internet and public data network service providers and the transfer agency systems of Funds for the purposes of communicating Fund data and information and Transaction requests.

(c) "FAN Options" shall mean the series of edits and instructions provided by the Funds to the Agent in writing and which reside on an Agent computer, through which the Funds specifies instructions for Transactions which may be requested through the use of various FAN Services,
e.g., minimum and maximum purchase, redemption and exchange amounts.

(d) "FAN Security Procedures" shall mean the procedures, including the use of encryption technology, implemented for purposes of protecting the integrity, confidentiality or secrecy of, and the unauthorized interception, corruption, use of, or access to, any data or information transmitted via FAN Services.

(e) "FAN Services" shall mean the services provided by the Agent utilizing FAN(R), the DST FAN Web Site, the Internet, and other systems provided by the Agent and telecommunications carriers, whereby Transactions may be requested in each Fund by Users accessing the Agent FAN Web Site via the Internet.

(f) "Transactions" shall mean account inquiries, purchases, redemptions, exchanges and other transactions offered through FAN Services.

(g) "User(s)" shall mean record owners or authorized agents of record owners of shares of a Fund, including brokers, investment advisors and other financial intermediaries, who use the FAN Services.

18.2. USE OF FAN SERVICES BY THE FUNDS.

(a) SELECTION OF FAN SERVICES. The Agent will perform, and the Funds have selected, the FAN Services described in the Service Specifications on the Schedules thereon whose numbers begin with the number "**18" and which are attached to this Agreement. New Services Schedules describing additional FAN Services may be added to this Agreement from time to time by mutual written agreement of the Agent and the Funds, and such additional FAN Services shall be subject to the terms of this Agreement.

(b) AGENT RESPONSIBILITIES. During the Term and subject to the provisions of this Agreement, the Agent shall, at its expense (unless otherwise provided for herein) perform the FAN Services as described in each FAN Service Schedule to the Service Specifications, including provision of all computers, telecommunications connectivity and equipment reasonably necessary at its facilities to operate FAN and the DST FAN Web Site.

(c) FUNDS RESPONSIBILITIES. During the Term and subject to the provisions of this Agreement, each Fund shall at its expense (unless otherwise provided for herein) fulfill its obligations, if any, set forth in each FAN Service Schedule to the Service Specifications.

(d) CHANGE IN DESIGNATED FUNDS. Upon thirty (30) days prior notice to the Agent, the Funds may change the Funds designated to participate in FAN Services by delivering to the Agent, in writing, a revised list of participating Funds.

(e) SCOPE OF THE AGENT OBLIGATIONS UNDER THIS SECTION 18 WITH RESPECT TO THE PERFORMANCE OF FAN SERVICES. Notwithstanding anything in this Agreement to the contrary, except as otherwise provided in this Section 18, in the event of conflict or inconsistency between any terms and conditions set forth in this Agreement exclusive of this Section 18 and those in this Section 18, those in this Section 18 shall control and apply. The Agent shall at all times use reasonable commercial efforts in performing FAN Services under this Agreement. In the absence of breach of its duties under this Agreement, the Agent shall not be liable for any loss or damage suffered in connection with the use of FAN Services. With respect to those actions or services delineated in FAN Options and all other instructions given to the Agent by the Funds, the Agent shall be presumed to have fulfilled its obligations if it has acted in accordance with the FAN Options and other instructions provided by the Funds. With respect to any claims for losses, damages, costs or expenses which may arise directly or indirectly from FAN Security

Procedures which the Agent has implemented or omitted, the Agent shall be presumed to have fulfilled its obligations if it has followed, in all material respects, at least those FAN Security Procedures described in the FAN Security Procedures attachment to each Service Schedule in the Service Specifications describing the applicable FAN Service. The Agent may, upon reasonable prior written notice to the Funds, modify such FAN Security Procedures from time to time to the extent the Agent believes, in good faith, that such modifications will not diminish the security of FAN.

(f) FURTHER LIMITATIONS. All data and information transmissions via FAN Services are for informational purposes only, and are not intended to satisfy regulatory requirements or comply with any laws, rules, requirements or standards of any federal, state or local governmental authority, agency or industry regulatory body, including the securities industry. The Funds acknowledge and agree that their Users are responsible for verifying the accuracy and receipt of all data or information transmitted via FAN Services. Each Fund is responsible for advising its Users of their responsibility for promptly notifying the Transfer Agent of any errors or inaccuracies relating to shareholder data or information transmitted via FAN Services. The Agent agrees to disclose, upon the Funds' request, the language contained in this subsection
(f) on the DST FAN Web Site so that any User that accesses the DST FAN Web Site will be adequately apprised of the terms of this subsection (f) as it affects such User's use of FAN Services.

18.3. ADDITIONAL PROVISIONS CONCERNING PROPRIETARY RIGHTS OF THE AGENT WITH RESPECT TO FAN SERVICES. The Funds acknowledge and agree that they obtain no rights in or to any of the software, hardware, processes, interface formats or protocols, trade secrets, proprietary information or distribution and communication networks used by the Agent to provide FAN Services, other than the right to use the FAN Services as provided for in this Agreement, including the Service Specifications. If the Agent provides software to the Funds pursuant to this Section for the provision of FAN Services, it shall be used by the Funds only during the Term of this Agreement and only in accordance with the provisions of this Agreement to provide connectivity to and through the Agent, and shall not be used by the Funds to provide connectivity to or through any other system or Person. Any software, interfaces and interface formats and protocols developed by the Agent shall not be used by the Funds for any purposes other than utilizing FAN Services or to connect the Funds to any other transfer agency system or any other Person without the Agent's prior written approval. The Funds shall not copy, decompile or reverse engineer any software provided to the Funds by the Agent. The Funds also agree not to take any action which would mask, delete or otherwise alter any of Agent's on-screen disclaimers and copyright, trademark and service mark notifications provided by the Agent from time to time, or any "point and click" features relating to User acknowledgment and acceptance of such disclaimers and notifications.

18.4. NO OTHER WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS
SECTION 18, THE FAN SERVICES AND ALL SOFTWARE AND SYSTEMS DESCRIBED IN THIS
SECTION AND THE SERVICE SPECIFICATIONS RELATING TO THIS SECTION ARE PROVIDED "AS-IS," ON AN "AS AVAILABLE" BASIS, AND THE AGENT HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING FAN SERVICES PROVIDED BY THE AGENT UNDER THIS SECTION 18, INCLUDING ANY IMPLIED WARRANTY OF

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

18.5. LIMITATION OF LIABILITY. WITHOUT LIMITING ANY OF THE FOREGOING TERMS OF THIS SECTION 18, IN NO EVENT SHALL THE AGENT BE LIABLE UNDER THIS AGREEMENT IN CONNECTION WITH THE AGENT'S PROVISION OF FAN SERVICES IN TORT OR OTHERWISE FOR AN AMOUNT EXCEEDING THE AGGREGATE FEES, NOT INCLUDING REIMBURSEMENT OF EXPENSES, ACTUALLY RECEIVED BY THE AGENT IN CONNECTION WITH THE AGENT'S PROVISION OF FAN SERVICES (FEES PAID UNDER THOSE PORTIONS OF THE SCHEDULE OF FEES REGARDING FEES FOR THE FINANCIAL ACCESS NETWORK, INCLUDING WEB SERVICES, VISION MUTUAL FUND GATEWAY, TRAC-2000 INTERNET SERVICES, AND TRAC-2000 BROKER/DEALER & PLAN SPONSOR INTERNET ACCESS SERVICES DURING THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT, ACTION OR OMISSION GIVING RISE TO THE LOSS, INJURY OR DAMAGES COMPLAINED OF.

19. FAN MAIL SERVICES.

19.1. DEFINITIONS. The following definitions shall apply to this Section
19. Additional terms may be defined in this Agreement, the Addendum, and the Service Specifications which describe the FAN Mail Services to be provided by the Agent for the Funds.

(a) "FAN Mail(R)" shall mean the Agent-designed, developed and instituted system known as "Financial Adviser Network Mail(TM)" or "FAN Mail," which enables the Agent to make data from the Agent's Transfer Agent Facilities available through the Internet to authorized financial intermediaries.

(b) "FAN Mail Security Procedures" shall mean the procedures, which may include the use of encryption technology, implemented for purposes of protecting the integrity, confidentiality or secrecy of, and the unauthorized interception, corruption, use of, or access to, any data or information transmitted via FAN Mail Services.

(c) "FAN Mail Services" shall mean the services provided by the Agent utilizing FAN Mail, the Internet, and other software, equipment and systems provided by the Agent, telecommunications carriers, firewall providers and other third parties, as described in the Service Schedules which are attached to this Agreement from time to time.

(d) "Recipient(s)" shall mean the Persons described herein to whom data is made available utilizing FAN Mail Services, including specified authorized agents of record owners of shares of a mutual fund or of annuity or variable annuity contracts, including registered financial advisers, financial planners and other financial intermediaries.

19.2. USE OF FAN MAIL SERVICES BY THE FUNDS.

(a) Notwithstanding anything in the other portions of this Agreement to the contrary, except as otherwise provided in this Section 19, in the event of conflict or inconsistency

between any terms and conditions set forth in the Agreement exclusive of this
Section 19 and those in this Section 19, those in this Section 19 shall control and apply.

(b) SELECTION OF FAN MAIL SERVICES. The Agent will perform, and the Funds have selected, the FAN Mail Services described in the Service Specifications on the Schedules thereon whose numbers begin with "*19" and which are attached to this Agreement. New Schedules describing additional FAN Mail Services may be added to this Agreement from time to time by mutual written agreement of the Agent and the Funds, and such additional FAN Mail Services shall be subject to the terms of this Agreement.

(c) AGENT RESPONSIBILITIES. During the Term and subject to the provisions of this Agreement, the Agent shall, at its expense (unless otherwise provided for herein or in a Service Schedule) provide all computers, telecommunications equipment and other equipment and software necessary to provide the FAN Mail Services.

(d) DELIVERY METHODS. The delivery method for FAN Mail Services shall be specified in the Service Specifications. The Agent may at any time change the method of delivery or develop an internal delivery system, upon reasonable prior written notice to the Funds.

(e) FUNDS' RESPONSIBILITIES. The Funds shall at their expense (unless otherwise provided for herein) fulfill the Funds' obligations, if any, set forth in the Service Specifications with respect to the FAN Mail Services.

(f) SCOPE OF THE AGENT OBLIGATIONS. The Agent shall at all times use reasonable care in performing FAN Mail Services under this Agreement. In the absence of willful misconduct, knowing violations of Applicable Law, reckless disregard of its duties under this Agreement, or negligence on its part in the performance of FAN Mail Services, the Agent shall not be liable for any action taken, suffered, or omitted by it or for any error made by it in the performance of the FAN Mail Services under this Agreement. With respect to all instructions given to the Agent by the Funds, the Agent shall be presumed to have exercised reasonable care if it has acted in accordance with the instructions provided by the Funds. With respect to any claims for Losses which may arise directly or indirectly from FAN Mail Security Procedures which the Agent has implemented or omitted, the Agent shall be presumed to have used reasonable care if it has followed, in all material respects, at least those FAN Mail Security Procedures described in the FAN Mail Security Procedures attachment to each Service Schedule to this Agreement. The Agent may, with the reasonable prior written notice to the Funds, modify such FAN Mail Security Procedures from time to time to the extent the Agent believes, in good faith, that such modifications will enhance the security of FAN Mail Services.

(g) FURTHER LIMITATIONS. All data and information transmissions via FAN Mail Services are for informational purposes only, and are not intended to satisfy regulatory requirements or comply with any laws, rules, requirements or standards of any federal, state or local governmental authority, agency or industry regulatory body, including the securities industry. The Funds acknowledge and agree that the Recipients are responsible for verifying the accuracy and receipt of all data or information transmitted via FAN Mail Services. The Funds are responsible for advising the Recipients of their responsibility for promptly notifying the

Agent or other appropriate transfer agent of any errors or inaccuracies relating to shareholder or contractholder data or other information transmitted via FAN Mail Services. The Agent agrees to disclose, upon the Funds' requests, the language contained in this subsection (g) on the DST FAN Mail Site so that any User that accesses the DST FAN Web Site will be adequately apprised of the terms of this subsection (g) as it affects such User's use of FAN Mail Services.

19.3. ADDITIONAL PROVISIONS REGARDING AGENT'S PROPRIETARY RIGHTS. The Funds acknowledge and agree that they obtain no rights in or to any of the software, screen and file formats, hardware, processes, trade secrets, proprietary information or distribution and communication networks of the Agent, other than the right to use the FAN Mail Services as provided for in this Agreement, including the Service Specifications. Any software provided to the Funds pursuant to this Agreement for use in connection with the provision of services under this Section 19 shall be used by the Funds only while this
Section 19 is in effect and only in accordance with the provisions of this Agreement to provide connectivity to and through the Agent, and shall not be used by the Funds to provide connectivity to or through any other system or Person interfaces and software developed by the Agent shall not be used to connect the Funds to any transfer agency system or any other Person without the Agent's prior written approval. The Funds shall not copy, decompile or reverse engineer any software provided to the Funds by the Agent. The Funds also agree not to take any action which would mask, delete or otherwise alter any Agent on-screen disclaimers and copyright, trademark and service mark notifications provided by the Agent from time to time, or any "point and click" features relating to Recipient acknowledgment and acceptance of such disclaimers and notifications.

19.4. NO OTHER WARRANTIES. EXCEPT AS OTHERWISE EXPRESSLY STATED IN THIS
SECTION 19, THE FAN MAIL SERVICES AND ALL SOFTWARE AND SYSTEMS DESCRIBED IN THIS
SECTION 19 ARE PROVIDED "AS-IS," ON AN "AS AVAILABLE" BASIS, AND THE AGENT HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE FAN MAIL SERVICES PROVIDED BY THE AGENT UNDER THIS
SECTION 19, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

19.5. LIMITATION OF LIABILITY. IN NO EVENT SHALL THE AGENT BE LIABLE UNDER THIS AGREEMENT IN TORT OR OTHERWISE FOR AN AMOUNT EXCEEDING THE AGGREGATE SUM OF TWELVE (12) MONTHS FEES, NOT INCLUDING REIMBURSEMENT OF EXPENSES, ACTUALLY RECEIVED BY THE AGENT IN PAYMENT FOR FAN MAIL SERVICES RENDERED UNDER THIS
SECTION 19 (THE FEES ACTUALLY PAID UNDER THAT PORTION OF THE SCHEDULE OF FEES REGARDING THE FAN MAIL SERVICES IMMEDIATELY PRECEDING THE EVENT, ACTION OR OMISSION GIVING RISE TO THE LOSS, INJURY OR DAMAGES INCURRED BY THE FUNDS OR ANY RECIPIENT.

19.6. INDEMNITY. The Funds hereby indemnify and hold the Agent harmless from, and shall defend it against any and all claims, demands, costs, expenses and other liabilities, including reasonable attorneys' fees, arising in connection with the use of, or inability to use, the FAN Mail Services by any Recipient, except to the extent such liabilities result directly from the negligence or intentional misconduct of the Agent in the performance of FAN Mail Services.

20. MISCELLANEOUS.

20.1. ENTIRE AGREEMENT. This Agreement, together with the attached Exhibits, constitutes the entire agreement among the parties hereto and supersedes any prior agreement, draft or agreement or proposal with respect to the subject matter of this Agreement, whether oral or written, by and among the parties hereto. Upon the execution of this Agreement by the Agent and the Funds, the executed Fee Proposal of March 2001 described in the Recitals shall be deemed to be superseded by this Agreement as of the Execution Date. The Service Specifications, the Operating Procedures, Service Level Standards and all Service Orders are hereby incorporated by reference into, and shall be considered a part of, this Agreement.

20.2. SEVERABILITY. If any section, term or provision of this Agreement, or the application thereof, is determined by any court of competent jurisdiction to be illegal, in conflict with any law or otherwise invalid, the remaining portions of this Agreement shall be considered severable and shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular section, term or provision held to be illegal or invalid.

20.3. COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall be a single instrument.

20.4. BINDING EFFECT. All of the terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.

20.5. ASSIGNMENT. This Agreement may not be assigned by any of the Funds or the Agent without the prior written consent of the others.

20.6. GOVERNING LAW. This Agreement shall be construed according to, and the rights and liabilities of the parties hereto shall be governed by, the laws of the State of New York, excluding that body of law applicable to choice of law.

20.7. INDEPENDENT CONTRACTORS. Neither the execution nor performance of this Agreement shall be deemed to create a partnership or joint venture by and between any of the Funds and the Agent. It is understood and agreed that all of the Services performed under this Agreement by the Agent shall be as an independent contractor and not as an employee of any Fund.

20.8. THIRD-PARTY BENEFICIARIES. This Agreement is between the Agent and the Funds and neither this Agreement nor the performance of the Services under it shall create any rights in any third parties.

20.9. FURTHER ASSURANCES. Each of the parties agrees that it shall, at any time prior to, at or after the Effective Date, take or cause to be taken such further actions, and execute, deliver and file or cause to be executed, delivered and filed such documentation as may be reasonably necessary to fully effectuate the purposes of the terms and conditions of this Agreement.

20.10. FORCE MAJEURE. The parties shall not be responsible or liable for their failure or delay in performance of their obligations under this Agreement arising out of or caused by circumstances beyond their reasonable control, including, without limitation, earthquakes, floods, fires, tornadoes, or similar acts of God, any interruption, loss or malfunction or any utility, transportation, communication service, delay in mails, functions or malfunctions of the Internet, changes in governmental or exchange action, statute, ordinance, rulings, regulation or direction, war, strike, riot, emergency, civil disturbance, terrorism, vandalism or explosions; provided, however, that in order to be so excused from such failure or delay to perform, the party so affected must (a) give notice of the cause of such failure or delay to the other party as promptly as practicable, (b) act diligently to remedy the cause of such failure or delay, and (c) execute all reasonable actions as may be appropriate to continue performance under this Agreement. Notwithstanding the provisions of this Section 20.10, the Agent shall not be excused for its failure or delay in the performance of its obligations under this Agreement to the extent that the cause of such failure or delay is an event that the contingencies implemented in connection with the Business Contingency Plan (including, without limitation, contingencies arranged with the Disaster Recovery Provider and the Crisis Management Center) are intended to mitigate, unless the cause of such failure or delay impairs the contingency contemplated by the Business Contingency Plan to mitigate such cause. This section shall not apply to and shall not excuse failures to perform to the extent such failures would not have occurred had the Agent (1) provided reasonable maintenance of equipment and installed and maintained an "Uninterrupted Power Supply" or "UPS" facility unless such UPS facility fails, is insufficient or is damaged through no fault of the Agent or
(2) made and implemented Modifications as contemplated in this Agreement.

20.11. WAIVER. No waiver by a party of a breach or a default under this Agreement, no failure or delay on the part of a party in enforcing any provision hereof or in exercising any right, power, remedy or privilege hereunder, and no course of dealing between the parties shall be construed as a waiver of any subsequent breach or default (whether of a similar or different nature), operate as a waiver or abandonment of any such right, power, remedy or privilege or preclude the exercise thereof. The rights, powers, remedies and privileges in this Agreement are cumulative and not exclusive of any other rights, powers, remedies or privileges which a party would otherwise have at law or in equity or otherwise.

20.12. HEADINGS. The captions in this Agreement are included for convenience of reference only, and in no way define or limit any of the provisions hereof or otherwise affect their construction or effect.

20.13. NOTICE. For the purposes of this Agreement, all notices, communications or Service Orders shall be deemed properly given if delivered to the receiving party by electronic methods acceptable to the parties, which methods shall be established in the Security Procedures. All Amendments and all notices described in Section 16 (Term and Termination) shall be in writing and shall be deemed effective: (a) when delivered personally, (b) when received by

electronic and facsimile delivery, (c) one (1) business day after deposit with a commercial overnight carrier specifying next day delivery, with written verification of receipt, or (d) three (3) business days after having been sent by registered or certified mail, return receipt requested. All notices shall be addressed as follows:

If to the Agent:

DST Systems, Inc.
1055 Broadway, 7th Floor
Kansas City, Missouri 64105
Attn: Group Vice President -- Full Service
Facsimile No.: 816-435-3455
Electronic Mail:

With a copy of non-operational notices to:

DST Systems, Inc.
333 West 11th Street, 5th Floor
Kansas City, Missouri 64105
Attn: Legal Department
Facsimile No.: 816-435-8630
Electronic Mail: jmoskowitz@dstsystems.com

If to the Funds:

Lord, Abbett & Co. LLC
90 Hudson Street
Jersey City, New Jersey 07302
Attn: Chief Operations Officer
Facsimile No.: 201-395-3154
Electronic Mail: jbinstock@lordabbett.com

With a copy of non-operational notices to:

Lord, Abbett & Co. LLC
90 Hudson Street
Jersey City, New Jersey 07302
Attn: General Counsel
Facsimile No.: 201-395-3267
Electronic Mail: philstad@lordabbett.com

Each party may by written notice to the other specify a different address for subsequent notice purposes.

20.14. AMENDMENT. This Agreement may be amended, supplemented or modified only by an Amendment.

20.15. DISPUTE RESOLUTION. The parties shall negotiate in good faith to resolve any dispute, controversy or claim (a "Dispute") between the parties expeditiously and to the mutual benefit of the continuity of relationship. In the event any such Dispute continues unresolved for fifteen (15) days after a senior executive from each party have met with each other (either in person or telephonically) in an attempt to resolve such Dispute, the parties shall thereafter immediately submit the Dispute to mediation in accordance with the then-current Commercial Mediation Rules of the Center for Public Resources ("CPR") Mediation Procedure and shall bear equally the costs of the mediation. The parties will act in good faith to jointly appoint a mutually acceptable mediator, seeking assistance in such regard from the CPR within fifteen (15) days of the submission of the Dispute to Mediation. Unless otherwise agreed, the parties will select a mediator from the CPR Panels of Distinguished Neutrals. The parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) days commencing with the selection of the mediator and any extension of such period as mutually agreed to by the parties. If the Dispute is not resolved within thirty (30) days after the beginning of the mediation and any extension of such periods as mutually agreed to by the parties, any party to the Dispute may submit the Dispute to, to be finally determined by, binding arbitration in accordance with the following provisions of this Section 20.15, regardless of the amount in controversy or whether such Dispute would otherwise be considered justifiable or ripe for resolution by a court or arbitration panel.

(a) Any such arbitration shall be conducted by the CPR in accordance with the then-current CPR Rules for Non-Administered Arbitration (the "CPR Rules"), except to the extent that the CPR Rules conflict with the provisions of this Section 20.15, in which event the provisions of this Section 20.15 shall control.

(b) The arbitration panel (the "Panel") shall consist of three neutral arbitrators ("Arbitrators"), each of whom shall be an attorney having five or more years experience in the primary area of law as to which the Dispute relates, and shall be appointed in accordance with the CPR Rules (the "Basic Qualifications"). No more than one Arbitrator shall be from the New York metropolitan area and no more than one Arbitrator shall be from the Kansas City metropolitan area.

(c) Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Section 20.15, a substitute Arbitrator possessing the Basic Qualifications shall be appointed by the CPR. If an Arbitrator is replaced after the arbitration hearing has commenced, then a rehearing shall take place in accordance with the provisions of this Section 20.15 and the CPR Rules.

(d) The arbitration shall be conducted in the location most convenient to the majority of witnesses as to issues in dispute regarding the breach(es) of obligations; provided that the Panel may from time to time convene, carry on hearings, inspect property or documents and take evidence at any location which the Panel deems appropriate.

(e) The Panel may in its discretion order a pre-exchange of information including production of documents, exchange of summaries of testimony or exchange of statements of position and shall schedule promptly all discovery and other procedural steps and otherwise assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute.

(f) At any oral hearing of evidence in connection with any arbitration conducted pursuant to this Section 20.15, each party and its legal counsel shall have the right to examine its witnesses and to cross-examine the witnesses of the other party. No testimony of any witness shall be presented in written form unless the opposing parties shall have the opportunity to cross-examine such witness, except as the parties otherwise agree in writing and except under extraordinary circumstances where, in the opinion of the Panel, the interests of justice require a different procedure.

(g) Within fifteen (15) days after the closing of the arbitration hearing, the Panel shall prepare and distribute to the parties a written award. The Panel shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, and shall award interest on any monetary award from the date that the loss or expense was incurred by the successful party; provided, however, that the Panel shall have no power to award damages expressly excluded by this Agreement and all parties to this Agreement waive any rights or claims to such damages against all other parties hereto. In addition, the Panel shall have the authority to decide issues relating to the interpretation, meaning or performance of this Agreement, any agreement, certificate or other document referred to herein or delivered in connection herewith, or the relationships of the parties hereunder or thereunder, even if such decision would constitute an advisory opinion in a court proceeding or if the issues would otherwise not be ripe for resolution in a court proceeding, and any such decision shall bind the parties in their performance of this Agreement and such other documents.

(h) Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, to obtain interim relief, or as otherwise required by law, no party nor any arbitrator shall disclose the existence, content or results of any arbitration conducted hereunder without the prior written consent of the other parties.

(i) To the extent that the relief or remedy granted in an award rendered by the Panel is relief or a remedy on which a court could enter judgment, a judgment upon the award rendered by the Panel may be entered in any court having jurisdiction thereof. Otherwise, the award shall be binding on the parties in connection with their obligations under this Agreement and in any subsequent arbitration or judicial proceedings among any of the parties.

(j) The parties agree to share equally the cost of any arbitration, including the administrative fee, the compensation of the arbitrators and the costs of any neutral witnesses or proof produced at the direct request of the Panel.

(k) Notwithstanding the choice of law provision set forth in
Section 20.6, The Federal Arbitration Act, 9 U.S.C. Sections 1 to 14, except as modified hereby, shall govern the enforcement of this Section 20.15.

(l) Notwithstanding the Dispute resolution procedures contained in this Section, any party may apply to any court having jurisdiction
(i) to enforce this Agreement to arbitrate, (ii) to seek injunctive relief so as to maintain the status quo until the arbitration award is rendered or the Dispute is otherwise resolved, (iii) to avoid the expiration of any applicable limitation period, (iv) to preserve a superior position with respect to other creditors, or (v) to challenge or vacate any final judgment, award or decision of the Panel.

20.15.1. ATTORNEYS FEES. If any action, suit, or proceeding is commenced to establish, maintain, or enforce any right or remedy under this Agreement, the party not prevailing therein shall pay, in addition to any damages or other award, all reasonable attorneys' fees and litigation expenses incurred therein by the prevailing party.

20.15.2. WAIVER OF JURY TRIAL. THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVE TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING OF ANY NATURE ARISING UNDER THE AGREEMENT, OR RELATED TO THIS AGREEMENT IN ANY WAY, OR ANY AMENDMENT OR SUPPLEMENT HERETO. EACH PARTY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.

20.15.3. LIMITATION. The parties agree that this arbitration provision applies solely and exclusively to arbitration between the Agent and the Funds, and the Agent does not, in or under any provision of this Agreement, consent, and shall not be deemed to have consented, to participate in or be a party to any arbitration before a panel of a self-regulatory organization, as defined in the 1934 Act, or to any arbitration in which a Shareholder or any other Person other than the Funds or their Affiliates is a party.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and delivered as of the Effective Date.

DST SYSTEMS, INC.                            ON BEHALF OF EACH OF THE LORD
                                             ABBETT FUNDS LISTED IN ADDENDUM 1
                                             ATTACHED HERETO

By: /s/ Thomas J. Schmidt                    By: /s/ Joan A. Binstock

Name: Thomas J. Schmidt                      Name: Joan A. Binstock

Title: Vice President of Mutual Fund         Title: Vice President
       Operations

Exhibits to the Agreement are not attached in this filing.

AMENDED AND RESTATED PLANS AS OF NOVEMBER 1, 2004
PURSUANT TO RULE 18F-3(d)
UNDER THE INVESTMENT COMPANY ACT OF 1940
(ORIGINALLY ADOPTED AUGUST 15, 1996)

Rule 18f-3 (the "Rule") under the Investment Company Act of 1940, as amended (the "1940 Act"), requires that the Board of Directors or Trustees of an investment company desiring to offer multiple classes pursuant to the Rule adopt a plan setting forth the separate arrangement and expense allocation of each class, and any related conversion features or exchange privileges. This document constitutes an amended and restated plan (individually, a "Plan" and collectively, the "Plans") of each of the investment companies, or series thereof, listed on Schedule A attached hereto (each, a "Fund"). The Plan of any Fund is subject to amendment by action of the Board of Directors or Trustees (the "Board") of such Fund and without the approval of shareholders of any class, to the extent permitted by law and by the governing documents of such Fund.

The Board, including a majority of the non-interested Board members, has determined that the following separate arrangement and expense allocation, and the related conversion features, if any, and exchange privileges, of each class of each Fund are in the best interest of each class of each Fund individually and each Fund as a whole.

1. CLASS DESIGNATION. Shares of all Funds except Lord Abbett Series Fund, Inc. shall be divided into Class A, Class B, Class C, Class Y and Class P (Pension Class) shares as indicated for each Fund on Schedule A attached hereto. In the case of the Lord Abbett Series Fund, Inc. shares of the Growth and Income Portfolio shall be divided into Variable Contract Class shares (Class VC shares) and Class P shares and shares of all other Portfolios shall be comprised of one class of shares as indicated on Schedule A, each of which shall also be known as Class VC shares of the respective portfolio.

2. SALES CHARGES AND DISTRIBUTION AND SERVICE FEES.

(a) INITIAL SALES CHARGE. Class A shares will be traditional front-end sales charge shares, offered at their net asset value ("NAV") plus a sales charge in the case of each Fund as described in such Fund's prospectus as from time to time in effect.

Class B shares, Class C shares, Class Y shares, Variable Contract Class shares and P Class shares will be offered at their NAV without an initial sales charge.

(b) SERVICE AND DISTRIBUTION FEES. In respect of the Class A shares, Class B shares, Class C shares, and P Class shares, each Fund will pay service and/or distribution fees under plans from time to time in effect adopted for such classes pursuant to Rule 12b-1 under the 1940 Act (each, a "12b-1 Plan").

Pursuant to a 12b-1 Plan with respect to the Class A shares, if effective, each Fund will generally pay (i) a continuing distribution fee at an annual rate of 0.10% of the average daily NAV of the Class A share accounts of dealers who meet certain sales and redemption criteria, and (ii) a continuing service fee at an annual rate not to exceed 0.25% of the average daily NAV of the Class A shares. In addition, Lord Abbett Distributor LLC will generally pay at the time Class A shares are sold a one-time distribution fee of up to 1% of the NAV of the shares sold (i) in the amount of $1 million or more, including sales qualifying at such level under the rights of accumulation and statement of intention privileges, (ii) to retirement plans with 100 or more eligible employees, and (iii) to retirement plans made through financial intermediaries that perform participant recordkeeping or other administrative services for the Plans, as described in the Fund's prospectus as from time to time in effect. The Board has the authority to increase the distribution fees payable under such 12b-1 Plan

by a vote of the Board, including a majority of the independent directors thereof, up to an annual rate of 0.25% of the average daily NAV of the Class A shares. The effective dates of various of the 12b-1 Plans for the Class A shares are based on achievement by the Funds of specified total net assets for the Class A shares of such Funds.

Pursuant to a 12b-1 Plan with respect to the Class B shares, if effective, each Fund will generally pay a continuing annual fee of up to 1% of the average annual NAV of such shares then outstanding (each fee comprising .25% in service fee and .75% in distribution fee).

Pursuant to a 12b-1 Plan with respect to the Class C shares, if effective, each Fund will generally pay a continuing annual fee of up to 1% of the average annual NAV of such shares then outstanding (each fee comprising .25% in service fees and .75% in distribution fees).

The Class VC shares do not have a Rule 12b-1 Plan. However, pursuant to a separate Services Agreement for the Class VC shares, each Fund will generally pay a continuing annual fee of up to .25% of the average annual NAV of such shares then outstanding to certain insurance companies for the service and maintenance of shareholder accounts.

Pursuant to a 12b-1 Plan with respect to the Class P shares, if operational, each Fund will generally pay a continuing annual fee of .45% of the average annual NAV of such shares then outstanding. The Board has the authority to increase the distribution fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent directors thereof, up to an annual rate of 0.75% of the average daily NAV of such shares (consisting of distribution and service fees, at maximum annual rates not exceeding 0.50 and 0.25 of 1%, respectively).

The Class Y shares do not have a Rule 12b-1 Plan.

(c) CONTINGENT DEFERRED SALES CHARGES ("CDSC"). Subject to some exceptions, Class A shares subject to the one-time sales distribution fee of up to 1% under the Rule 12b-1 Plan for the Class A shares will be subject to a CDSC equal to 1% of the lower of the cost or the NAV of such shares if the shares are redeemed for cash on or before the end of the 12th month (24th month if shares were purchased prior to November 1, 2004) after the month in which the shares were purchased.

Class B shares will be subject to a CDSC ranging from 5% to 1% of the lower of the cost or the NAV of the shares, if the shares are redeemed for cash before the sixth anniversary of their purchase. The CDSC for the Class B shares may be waived for certain transactions. Class C shares will be subject to a CDSC equal to 1% of the lower of the cost or the NAV of the shares if the shares are redeemed for cash before the first anniversary of their purchase.

Neither the Class Y, Variable Contract Class nor the Class P shares will be subject to a CDSC.

3. CLASS-SPECIFIC EXPENSES. The following expenses shall be allocated, to the extent such expenses can reasonably be identified as relating to a particular class and consistent with Revenue Procedure 96-47, on a class-specific basis:
(a) fees under a 12b-1 Plan applicable to a specific class (net of any CDSC paid with respect to shares of such class and retained by the Fund) and any other costs relating to implementing or amending such Plan, including obtaining shareholder approval of such Plan or any amendment thereto; (b) transfer and shareholder servicing agent fees and shareholder servicing costs identifiable as being attributable to the particular provisions of a specific class; (c) stationery, printing, postage and delivery expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy statements to current share holders of a specific class; (d) Securities and Exchange Commission registration fees incurred by a specific class; (e) Board fees or expenses identifiable as being attributable to a specific class; (f) fees for

outside accountants and related expenses relating solely to a specific class;
(g) litigation expenses and legal fees and expense relating solely to a specific class; (h) expenses incurred in connection with shareholders meetings as a result of issues relating solely to a specific class and (i) other expenses relating solely to a specific class, provided, that advisory fees and other expenses related to the management of a Fund's assets (including custodial fees and tax-return preparation fees) shall be allocated to all shares of such Fund on the basis of NAV, regardless of whether they can be specifically attributed to a particular class. All common expenses shall be allocated to shares of each class at the same time they are allocated to the shares of all other classes. All such expenses incurred by a class of shares will be charged directly to the net assets of the particular class and thus will be borne on a pro rata basis by the outstanding shares of such class. For all Funds, with the exception of Series Fund, each Fund's Blue Sky expenses will be treated as common expenses. In the case of Series Fund, Blue Sky expenses will be allocated entirely to the P Class, as the Variable Contract Class of Series Fund has no Blue Sky expenses.

4. INCOME AND EXPENSE ALLOCATIONS. Income, realized and unrealized capital gains and losses and expenses not allocated to a class as provided above shall be allocated to each class on the basis of the net assets of that class in relation to the net assets of the Fund, except that, in the case of each daily dividend Fund, income and expenses shall be allocated on the basis of relative net assets (settled shares).

5. DIVIDENDS AND DISTRIBUTIONS. Dividends and Distributions paid by a Fund on each class of its shares, to the extent paid, will be calculated in the same manner, will be paid at the same time, and will be in the same amount, except that the amount of the dividends declared and paid by a particular class may be different from that paid by another class because of expenses borne exclusively by that class.

6. NET ASSET VALUES. The NAV of each share of a class of a Fund shall be determined in accordance with the Articles of Incorporation or Declaration of Trust of such Fund with appropriate adjustments to reflect the allocations of expenses, income and realized and unrealized capital gains and losses of such Fund between or among its classes as provided above.

7. CONVERSION FEATURES. The Class B shares will automatically convert to Class A shares 8 years after the date of purchase. Such conversion will occur at the relative NAV per share of each Class without the imposition of any sales charge, fee or other charge. When Class B shares convert, any other Class B shares that were acquired by the shareholder by the reinvestment of dividends and distributions will also convert to Class A shares on a pro rata basis. The conversion of Class B shares to Class A shares after 8 years is subject to the continuing availability of a private letter ruling from the Internal Revenue Service or an opinion of counsel to the effect that the conversion does not constitute a taxable event for the Class B shareholder under Federal income tax law. If such a revenue ruling or opinion is no longer available, the automatic conversion feature may be suspended, in which event no further conversions of Class B shares would occur while such suspension remained in effect.

Subject to amendment by the Board, Class A shares and Class C shares shall not be subject to any automatic conversion feature.

8. EXCHANGE PRIVILEGES. Except as set forth in a Fund's prospectus as from time to time in effect, shares of any class of such Fund may be exchanged, at the holder's option, for shares of the same class of another Fund, or other Lord Abbett-sponsored fund or series thereof, without the imposition of any sales charge, fee or other charge.

Each Plan is qualified by and subject to the terms of the then current prospectus for the applicable Fund; provided, however, that none of the terms set forth in any such prospectus shall be inconsistent with the terms contained herein. The prospectus for each Fund contains additional information about that Fund's classes and its multiple-class structure.

Each Plan has been adopted for a Fund with the approval of, and all material amendments thereto must be approved by, a majority of the members of the Board of such Fund, including a majority of the Board members who are not interested persons of the Fund.

FUNDS                                                  CLASSES

Lord Abbett Affiliated Fund, Inc.                      A, B, C, P, Y

Lord Abbett Blend Trust
     Lord Abbett Small-Cap Blend Fund                  A, B, C, P, Y

Lord Abbett Bond-Debenture Fund, Inc.                  A, B, C, P, Y

Lord Abbett Developing Growth Fund, Inc.               A, B, C, P, Y

Lord Abbett Mid-Cap Value Fund, Inc.                   A, B, C, P, Y

Lord Abbett Large-Cap Growth Fund                      A, B, C, P, Y

Lord Abbett Global Fund, Inc.
     Equity Series                                     A, B, C, P, Y
     Income Series                                     A, B, C, P, Y

Lord Abbett Investment Trust
     Balanced Series                                   A, B, C, P, Y
     Lord Abbett High Yield Fund                       A, B, C, P, Y
     Lord Abbett Limited Duration U.S. Government
       & Government Sponsored Enterprises Fund         A, B, C, P, Y
     Lord Abbett U.S. Government & Government
       Sponsored Enterprises Fund                      A, B, C, P, Y
     Lord Abbett Core Fixed Income Fund                A, B, C, P, Y
     Lord Abbett Total Return Fund                     A, B, C, P, Y
     Lord Abbett Convertible Fund                      A, B, C, P, Y

Lord Abbett Securities Trust
     Lord Abbett All Value Fund                        A, B, C, P, Y
     Lord Abbett International Opportunities Fund      A, B, C, P, Y
     Alpha Series                                      A, B, C, P, Y
     Lord Abbett Micro-Cap Growth Fund                 A, Y
     Lord Abbett Micro-Cap Value Fund                  A, Y
     Lord Abbett Large-Cap Value Fund                  A, B, C, P, Y
     Lord Abbett International Core Equity Fund        A, B, C, P, Y

Lord Abbett Tax-Free Income Fund, Inc.
     Lord Abbett California Tax-Free Income Fund       A, C, P
     Lord Abbett National Tax-Free Income Fund         A, B, C, P
     Lord Abbett New York Tax-Free Income Fund         A, C, P
     Lord Abbett Texas Tax-Free Income Fund            A, P

                                       5

     Lord Abbett New Jersey Tax-Free Income Fund       A, P
     Lord Abbett Connecticut Tax-Free Income Fund      A, P
     Lord Abbett Missouri Tax-Free Income Fund         A, P
     Lord Abbett Hawaii Tax-Free Income Fund           A, P
     Lord Abbett Washington Tax-Free Income Fund       A, P
     Lord Abbett Minnesota Series                      A, P

Lord Abbett Municipal Income Trust
     Florida Series                                    A, C, P
     Pennsylvania Series                               A, P
     Michigan Series                                   A, P
     Georgia Series                                    A, P
     Lord Abbett Insured Intermediate Tax-Free Fund    A, B, C, P
     Lord Abbett High Yield Municipal Bond Fund        A, B, C, P

Lord Abbett U.S. Government & Government
     Sponsored Enterprises Money Market Fund, Inc.     A, B, C, P, Y

Lord Abbett Research Fund, Inc.
     Large-Cap Core Fund                               A, B, C, P, Y
     Lord Abbett Growth Opportunities Fund             A, B, C, P, Y
     Small-Cap Value Series                            A, B, C, P, Y
     Lord Abbett America's Value Fund                  A, B, C, P, Y

Lord Abbett Series Fund, Inc.
     Growth and Income Portfolio                       VC, P
     Bond-Debenture Portfolio                          Bond-Debenture Portfolio (VC)
     International Portfolio                           International Portfolio (VC)
     Mid-Cap Value Portfolio                           Mid-Cap Value Portfolio (VC)
     All Value Portfolio                               All Value Portfolio (VC)
     America's Value Portfolio                         America's Value Portfolio (VC)
     Growth Opportunities Portfolio                    Growth Opportunities Portfolio (VC)

January 1, 2005
LORD, ABBETT & CO. LLC
LORD ABBETT DISTRIBUTOR LLC
(TOGETHER "LORD ABBETT")

AND
LORD ABBETT FAMILY OF FUNDS (THE "FUNDS")

CODE OF ETHICS

I. STANDARDS OF BUSINESS CONDUCT AND ETHICAL PRINCIPLES

LORD ABBETT'S FOCUS ON HONESTY AND INTEGRITY HAS BEEN A CRITICAL PART OF ITS CULTURE SINCE THE FIRM'S FOUNDING IN 1929. LORD ABBETT IS A FIDUCIARY TO THE FUNDS AND TO ITS OTHER CLIENTS. IN RECOGNITION OF THESE FIDUCIARY OBLIGATIONS, THE PERSONAL INVESTMENT ACTIVITIES OF ANY OFFICER, DIRECTOR, TRUSTEE OR EMPLOYEE OF THE FUNDS OR ANY PARTNER OR EMPLOYEE OF LORD ABBETT WILL BE GOVERNED BY THE FOLLOWING GENERAL PRINCIPLES: (1) COVERED PERSONS(1) HAVE A DUTY AT ALL TIMES TO PLACE FIRST THE INTERESTS OF FUND SHAREHOLDERS AND, IN THE CASE OF EMPLOYEES AND PARTNERS OF LORD ABBETT, BENEFICIARIES OF MANAGED ACCOUNTS; (2) ALL SECURITIES TRANSACTIONS BY COVERED PERSONS SHALL BE CONDUCTED CONSISTENT WITH THIS CODE AND IN SUCH A MANNER AS TO AVOID ANY ACTUAL OR POTENTIAL CONFLICT OF INTEREST OR ANY ABUSE OF AN INDIVIDUAL'S POSITION OF TRUST AND RESPONSIBILITY; (3) COVERED PERSONS SHOULD NOT TAKE INAPPROPRIATE ADVANTAGE OF THEIR POSITIONS WITH LORD ABBETT OR THE FUNDS; AND (4) COVERED PERSONS MUST COMPLY WITH THE FEDERAL SECURITIES LAWS.

II. SPECIFIC PROHIBITIONS

NO PERSON COVERED BY THIS CODE, SHALL PURCHASE OR SELL A SECURITY, EXCEPT AN EXCEPTED SECURITY, IF THERE HAS BEEN A DETERMINATION TO PURCHASE OR SELL SUCH SECURITY FOR A FUND (OR, IN THE CASE OF ANY EMPLOYEE OR PARTNER OF LORD ABBETT, FOR ANOTHER CLIENT OF LORD ABBETT), OR IF SUCH A PURCHASE OR SALE IS UNDER CONSIDERATION FOR A FUND (OR, IN THE CASE OF AN EMPLOYEE OR PARTNER OF LORD ABBETT, FOR ANOTHER CLIENT OF LORD ABBETT), NOR MAY SUCH PERSON HAVE ANY DEALINGS IN A SECURITY THAT HE MAY NOT PURCHASE OR SELL FOR ANY OTHER ACCOUNT IN WHICH HE HAS BENEFICIAL OWNERSHIP, OR DISCLOSE THE INFORMATION TO ANYONE, UNTIL SUCH PURCHASE, SALE OR CONTEMPLATED ACTION HAS EITHER BEEN COMPLETED OR ABANDONED.

III. OBTAINING ADVANCE APPROVAL

EXCEPT AS PROVIDED IN SECTIONS V AND VI OF THIS CODE, ALL PROPOSED TRANSACTIONS IN SECURITIES (PRIVATELY OR PUBLICLY OWNED) BY COVERED PERSONS, EXCEPT TRANSACTIONS IN EXCEPTED SECURITIES AND EXCEPTED TRANSACTIONS, SHOULD BE APPROVED CONSISTENT WITH THE PROVISIONS OF THIS CODE. IN ORDER TO OBTAIN APPROVAL, THE COVERED PERSON MUST SEND THEIR REQUEST TO THE LEGAL DEPARTMENT. THE APPROVAL REQUEST FORM AND INSTRUCTIONS FOR COMPLETING THE FORM CAN BE FOUND UNDER "LEGAL DEPARTMENT/CODE OF ETHICS" IN THE PUBLIC FOLDERS ON YOUR COMPUTER. AFTER APPROVAL HAS BEEN OBTAINED, THE COVERED PERSON MAY ACT ON IT WITHIN THE TWO BUSINESS DAYS FOLLOWING THE DATE OF APPROVAL, UNLESS HE SOONER LEARNS OF A CONTEMPLATED ACTION BY LORD ABBETT. AFTER THE TWO BUSINESS DAYS, OR UPON HEARING OF SUCH CONTEMPLATED ACTION, A NEW APPROVAL MUST BE OBTAINED.

FURTHERMORE, IN ADDITION TO THE ABOVE REQUIREMENTS, PARTNERS AND EMPLOYEES DIRECTLY INVOLVED MUST DISCLOSE INFORMATION THEY MAY HAVE CONCERNING SECURITIES THEY MAY WANT TO PURCHASE OR SELL TO ANY PORTFOLIO MANAGER WHO MIGHT BE INTERESTED IN THE SECURITIES FOR THE PORTFOLIOS THEY MANAGE.

IV. REPORTING AND CERTIFICATION REQUIREMENTS; BROKERAGE CONFIRMATIONS

(1) EXCEPT AS PROVIDED IN SECTIONS V AND VI OF THIS CODE, WITHIN 30 DAYS FOLLOWING THE END OF EACH CALENDAR QUARTER EACH COVERED PERSON MUST FILE WITH LORD ABBETT'S CHIEF FINANCIAL OFFICER A SIGNED PERSONAL SECURITIES TRANSACTION REPORTING FORM. THE FORM MUST BE SIGNED AND FILED WHETHER OR NOT ANY SECURITY TRANSACTION HAS BEEN EFFECTED. IF ANY TRANSACTION HAS BEEN EFFECTED DURING THE QUARTER FOR THE COVERED PERSON'S ACCOUNT OR FOR ANY ACCOUNT IN WHICH HE HAS A DIRECT OR INDIRECT BENEFICIAL OWNERSHIP, IT MUST BE REPORTED. EXCEPTED FROM THIS REPORTING REQUIREMENT ARE TRANSACTIONS EFFECTED IN ANY ACCOUNTS OVER WHICH THE COVERED PERSON HAS NO DIRECT OR INDIRECT INFLUENCE OR CONTROL (A "FULLY DISCRETIONARY ACCOUNT", AS DEFINED IN SECTION VI) AND TRANSACTIONS IN EXCEPTED SECURITIES. SECURITIES ACQUIRED IN AN EXCEPTED TRANSACTION SHOULD BE REPORTED, EXCEPT THAT SECURITIES ACQUIRED THROUGH AN AUTOMATIC INVESTMENT PLAN DO NOT NEED TO BE REPORTED, UNLESS ANY TRANSACTION IS OUTSIDE THE PRE-SET SCHEDULE OR A PRE-EXISTING ALLOCATION. LORD ABBETT'S CHIEF COMPLIANCE OFFICER, OR PERSONS UNDER HIS DIRECTION, ARE RESPONSIBLE FOR REVIEWING THESE TRANSACTIONS AND MUST BRING ANY APPARENT VIOLATION TO THE ATTENTION OF THE GENERAL COUNSEL OF LORD ABBETT. THE PERSONAL SECURITIES TRANSACTION REPORTING FORM OF THE CHIEF COMPLIANCE OFFICER SHALL BE REVIEWED BY THE GENERAL COUNSEL.

(2) EACH EMPLOYEE AND PARTNER OF LORD ABBETT WILL UPON COMMENCEMENT OF EMPLOYMENT (WITHIN 10 BUSINESS DAYS) (THE "INITIAL REPORT") AND ANNUALLY THEREAFTER (THE "ANNUAL REPORT") DISCLOSE ALL PERSONAL SECURITIES HOLDINGS AND ANNUALLY CERTIFY THAT: (i) THEY HAVE READ AND UNDERSTAND THIS CODE AND RECOGNIZE THEY ARE SUBJECT HERETO; AND (ii) THEY HAVE COMPLIED WITH THE REQUIREMENTS OF THIS CODE AND DISCLOSED OR REPORTED ALL SECURITIES TRANSACTIONS REQUIRED TO BE DISCLOSED OR REPORTED PURSUANT TO THE REQUIREMENTS OF THIS CODE. SECURITY HOLDINGS

INFORMATION FOR THE INITIAL REPORT AND THE ANNUAL REPORT MUST BE CURRENT AS OF A DATE NOT MORE THAN 45 DAYS PRIOR TO THE DATE OF THAT REPORT.

(3) EACH EMPLOYEE AND PARTNER OF LORD ABBETT WILL DIRECT HIS BROKERAGE FIRMS TO SEND COPIES OF ALL TRADE CONFIRMATIONS AND ALL MONTHLY STATEMENTS DIRECTLY TO THE LEGAL DEPARTMENT.

(4) EACH EMPLOYEE AND PARTNER OF LORD ABBETT WHO HAS A FULLY-DISCRETIONARY ACCOUNT SHALL DISCLOSE ALL PERTINENT FACTS REGARDING SUCH ACCOUNT TO LORD ABBETT'S CHIEF COMPLIANCE OFFICER UPON COMMENCEMENT OF EMPLOYMENT. EACH SUCH EMPLOYEE OR PARTNER SHALL THEREAFTER ANNUALLY CERTIFY ON THE PRESCRIBED FORM THAT HE OR SHE HAS NOT AND WILL NOT EXERCISE ANY DIRECT OR INDIRECT INFLUENCE OR CONTROL OVER SUCH ACCOUNT, AND HAS NOT DISCUSSED ANY POTENTIAL INVESTMENT DECISIONS WITH SUCH INDEPENDENT FIDUCIARY IN ADVANCE OF ANY SUCH TRANSACTIONS. SUCH INDEPENDENT FIDUCIARY SHALL CONFIRM INITIALLY, AND ANNUALLY THEREAFTER, THE ACCURACY OF THE FACTS AS STATED BY THE LORD ABBETT EMPLOYEE OR PARTNER.

V. SPECIAL PROVISIONS APPLICABLE TO OUTSIDE DIRECTORS AND TRUSTEES OF THE FUNDS

THE PRIMARY FUNCTION OF THE OUTSIDE DIRECTORS AND TRUSTEES OF THE FUNDS IS TO SET POLICY AND MONITOR THE MANAGEMENT PERFORMANCE OF THE FUNDS' OFFICERS AND EMPLOYEES AND THE PARTNERS AND EMPLOYEES OF LORD ABBETT INVOLVED IN THE MANAGEMENT OF THE FUNDS. ALTHOUGH THEY RECEIVE INFORMATION AFTER THE FACT AS TO PORTFOLIO TRANSACTIONS BY THE FUNDS, OUTSIDE DIRECTORS AND TRUSTEES ARE NOT GIVEN ADVANCE INFORMATION AS TO THE FUNDS' CONTEMPLATED INVESTMENT TRANSACTIONS.

AN OUTSIDE DIRECTOR OR TRUSTEE WISHING TO PURCHASE OR SELL ANY SECURITY WILL THEREFORE GENERALLY NOT BE REQUIRED TO OBTAIN ADVANCE APPROVAL OF HIS SECURITY TRANSACTIONS. IF, HOWEVER, DURING DISCUSSIONS AT BOARD MEETINGS OR OTHERWISE AN OUTSIDE DIRECTOR OR TRUSTEE SHOULD LEARN IN ADVANCE OF THE FUNDS' CURRENT OR CONTEMPLATED INVESTMENT TRANSACTIONS, THEN ADVANCE APPROVAL OF TRANSACTIONS IN THE SECURITIES OF SUCH COMPANY(IES) SHALL BE REQUIRED FOR A PERIOD OF 30 DAYS FROM THE DATE OF SUCH BOARD MEETING. IN ADDITION, AN OUTSIDE DIRECTOR OR TRUSTEE CAN VOLUNTARILY OBTAIN ADVANCE APPROVAL OF ANY SECURITY TRANSACTION OR TRANSACTIONS AT ANY TIME.

NO REPORT DESCRIBED IN SECTION IV (1) WILL BE REQUIRED OF AN OUTSIDE DIRECTOR OR TRUSTEE UNLESS HE KNEW, OR IN THE ORDINARY COURSE OF FULFILLING HIS OFFICIAL DUTIES AS A DIRECTOR OR TRUSTEE SHOULD HAVE KNOWN, AT THE TIME OF HIS TRANSACTION, THAT DURING THE 15-DAY PERIOD IMMEDIATELY BEFORE OR AFTER THE DATE OF THE TRANSACTION (I.E., A TOTAL OF 30 DAYS) BY THE OUTSIDE DIRECTOR OR TRUSTEE SUCH SECURITY WAS OR WAS TO BE PURCHASED OR SOLD BY ANY OF THE FUNDS OR SUCH A PURCHASE OR SALE WAS OR WAS TO BE CONSIDERED BY A FUND. IF HE MAKES ANY TRANSACTION REQUIRING SUCH A REPORT, HE MUST REPORT ALL SECURITIES TRANSACTIONS EFFECTED DURING THE QUARTER FOR HIS ACCOUNT OR FOR ANY ACCOUNT IN WHICH HE HAS A DIRECT OR INDIRECT BENEFICIAL OWNERSHIP INTEREST AND OVER WHICH HE HAS ANY DIRECT OR INDIRECT INFLUENCE OR CONTROL. EACH OUTSIDE DIRECTOR AND TRUSTEE WILL DIRECT HIS BROKERAGE FIRM TO SEND COPIES

OF ALL CONFIRMATIONS OF SECURITIES TRANSACTIONS TO THE LEGAL DEPARTMENT, AND ANNUALLY MAKE THE CERTIFICATION REQUIRED UNDER SECTION IV(2)(i) AND
(ii). OUTSIDE DIRECTORS' AND TRUSTEES' TRANSACTIONS IN EXCEPTED SECURITIES ARE EXCEPTED FROM THE PROVISIONS OF THIS CODE.

IT SHALL BE PROHIBITED FOR AN OUTSIDE DIRECTOR OR TRUSTEE TO TRADE ON MATERIAL NON-PUBLIC INFORMATION. PRIOR TO ACCEPTING AN APPOINTMENT AS A DIRECTOR OF ANY PUBLIC COMPANY, AN OUTSIDE DIRECTOR OR TRUSTEE WILL ADVISE LORD ABBETT AND DISCUSS WITH LORD ABBETT'S MANAGING PARTNER WHETHER ACCEPTING SUCH APPOINTMENT CREATES ANY CONFLICT OF INTEREST OR OTHER ISSUES.

IF AN OUTSIDE DIRECTOR OR TRUSTEE, WHO IS A DIRECTOR OR AN EMPLOYEE OF, OR CONSULTANT TO, A COMPANY, RECEIVES A GRANT OF OPTIONS TO PURCHASE SECURITIES IN THAT COMPANY (OR AN AFFILIATE), NEITHER THE RECEIPT OF SUCH OPTIONS, NOR THE EXERCISE OF THOSE OPTIONS AND THE RECEIPT OF THE UNDERLYING SECURITY, REQUIRES ADVANCE APPROVAL FROM LORD ABBETT. FURTHER, NEITHER THE RECEIPT NOR THE EXERCISE OF SUCH OPTIONS AND RECEIPT OF THE UNDERLYING SECURITY IS REPORTABLE BY SUCH OUTSIDE DIRECTOR OR TRUSTEE.

VI. ADDITIONAL REQUIREMENTS RELATING TO PARTNERS AND EMPLOYEES OF LORD ABBETT

IT SHALL BE PROHIBITED FOR ANY PARTNER OR EMPLOYEE OF LORD ABBETT:

(1) TO OBTAIN OR ACCEPT FAVORS OR PREFERENTIAL TREATMENT OF ANY KIND OR GIFT OR OTHER THING (OTHER THAN AN OCCASIONAL MEAL OR TICKET TO A SPORTING EVENT OR THEATRE, OR COMPARABLE ENTERTAINMENT, WHICH IS NEITHER SO FREQUENT NOR SO EXTENSIVE AS TO RAISE ANY QUESTION OF PROPRIETY) HAVING A VALUE OF MORE THAN $100 FROM ANY PERSON OR ENTITY THAT DOES BUSINESS WITH OR ON BEHALF OF THE FUNDS;

(2) TO TRADE ON MATERIAL NON-PUBLIC INFORMATION OR OTHERWISE FAIL TO COMPLY WITH THE FIRM'S STATEMENT OF POLICY AND PROCEDURES ON RECEIPT AND USE OF INSIDE INFORMATION ADOPTED PURSUANT TO
SECTION 15(f) OF THE SECURITIES EXCHANGE ACT OF 1934 AND SECTION 204A OF THE INVESTMENT ADVISERS ACT OF 1940;

(3) TO TRADE IN OPTIONS WITH RESPECT TO SECURITIES COVERED UNDER THIS CODE;

(4) TO PROFIT IN THE PURCHASE AND SALE, OR SALE AND PURCHASE, OF THE SAME (OR EQUIVALENT) SECURITIES WITHIN 60 CALENDAR DAYS (ANY PROFITS REALIZED ON SUCH SHORT-TERM TRADES SHALL BE DISGORGED TO THE APPROPRIATE FUND OR AS OTHERWISE DETERMINED);

(5) TO TRADE IN FUTURES OR OPTIONS ON COMMODITIES, CURRENCIES OR OTHER FINANCIAL INSTRUMENTS, ALTHOUGH THE FIRM RESERVES THE RIGHT TO MAKE RARE EXCEPTIONS IN UNUSUAL CIRCUMSTANCES WHICH HAVE BEEN APPROVED BY THE FIRM IN ADVANCE;

(6) TO ENGAGE IN SHORT SALES OR PURCHASE SECURITIES ON MARGIN;

(7) TO BUY OR SELL ANY SECURITY WITHIN SEVEN BUSINESS DAYS BEFORE OR AFTER ANY FUND (OR OTHER LORD ABBETT CLIENT) TRADES IN THAT SECURITY (ANY PROFITS REALIZED ON TRADES WITHIN THE PROSCRIBED PERIODS SHALL BE DISGORGED TO THE FUND (OR THE OTHER CLIENT) OR AS OTHERWISE DETERMINED);

(8) TO SUBSCRIBE TO NEW OR SECONDARY PUBLIC OFFERINGS, EVEN THOUGH THE OFFERING IS NOT ONE IN WHICH THE FUNDS OR LORD ABBETT'S ADVISORY ACCOUNTS ARE INTERESTED;

(9) TO BECOME A DIRECTOR OF ANY COMPANY WITHOUT LORD ABBETT'S PRIOR CONSENT AND IMPLEMENTATION OF APPROPRIATE SAFEGUARDS AGAINST CONFLICTS OF INTEREST;

(10) TO ENGAGE IN MARKET TIMING ACTIVITIES WITH RESPECT TO THE FUNDS;

(11) TO PURCHASE ANY SECURITY OF A COMPANY THAT HAS A MARKET CAPITALIZATION AT THE TIME OF PURCHASE BELOW $3 BILLION.

ANY PURCHASE OF A FUND (OTHER THAN LORD ABBETT U.S. GOVERNMENT & GOVERNMENT SPONSORED ENTERPRISES MONEY MARKET FUND) BY A PARTNER OR EMPLOYEE OF LORD ABBETT (WHETHER WITH RESPECT TO THE PROFIT SHARING PLAN OR IN ANY OTHER ACCOUNT) MUST BE HELD FOR A MINIMUM OF 60 DAYS. THIS 60-DAY MINIMUM HOLDING PERIOD ALSO APPLIES TO ANY OTHER MUTUAL FUND ADVISED OR SUB-ADVISED BY LORD ABBETT. ANY REQUEST FOR AN EXCEPTION TO THIS REQUIREMENT MUST BE APPROVED IN WRITING IN ADVANCE BY LORD ABBETT'S MANAGING PARTNER AND ITS GENERAL COUNSEL (OR BY THEIR DESIGNEES). LORD ABBETT SHALL PROMPTLY REPORT TO THE FUNDS' BOARDS ANY APPROVED EXCEPTION REQUEST TO THIS MINIMUM HOLDING PERIOD.

IN CONNECTION WITH ANY REQUEST FOR APPROVAL, PURSUANT TO SECTION III OF THIS CODE, OF AN ACQUISITION BY PARTNERS OR EMPLOYEES OF LORD ABBETT OF ANY SECURITIES IN A PRIVATE PLACEMENT, PRIOR APPROVAL WILL TAKE INTO ACCOUNT, AMONG OTHER FACTORS, WHETHER THE INVESTMENT OPPORTUNITY SHOULD BE RESERVED FOR ANY OF THE FUNDS AND THEIR SHAREHOLDERS (OR OTHER CLIENTS OF LORD ABBETT) AND WHETHER THE OPPORTUNITY IS BEING OFFERED TO THE INDIVIDUAL BY VIRTUE OF THE INDIVIDUAL'S POSITION WITH LORD ABBETT OR THE FUNDS. AN INDIVIDUAL'S INVESTMENT IN PRIVATELY-PLACED SECURITIES WILL BE DISCLOSED TO THE MANAGING PARTNER OF LORD ABBETT IF SUCH INDIVIDUAL IS INVOLVED IN CONSIDERATION OF AN INVESTMENT BY A FUND (OR OTHER CLIENT) IN THE ISSUER OF SUCH SECURITIES. IN SUCH CIRCUMSTANCES, THE FUND'S (OR OTHER CLIENT'S) DECISION TO PURCHASE SECURITIES OF THE ISSUER WILL BE SUBJECT TO INDEPENDENT REVIEW BY PERSONNEL WITH NO PERSONAL INTEREST IN THE ISSUER.

IF A SPOUSE OF A PARTNER OR EMPLOYEE OF LORD ABBETT WHO IS A DIRECTOR OR AN EMPLOYEE OF, OR A CONSULTANT TO, A COMPANY, RECEIVES A GRANT OF OPTIONS TO PURCHASE SECURITIES IN THAT COMPANY (OR AN AFFILIATE), NEITHER THE RECEIPT NOR THE EXERCISE OF THOSE OPTIONS REQUIRES ADVANCE APPROVAL FROM LORD ABBETT OR REPORTING. ANY SUBSEQUENT SALE OF THE SECURITY ACQUIRED BY THE OPTION EXERCISE BY THAT SPOUSE WOULD REQUIRE ADVANCE APPROVAL AND IS A REPORTABLE TRANSACTION.

ADVANCE APPROVAL IS NOT REQUIRED FOR TRANSACTIONS IN ANY ACCOUNT OF A COVERED PERSON IF THE COVERED PERSON HAS NO DIRECT OR INDIRECT INFLUENCE OR CONTROL (A "FULLY-DISCRETIONARY

ACCOUNT"). A COVERED PERSON WILL BE DEEMED TO HAVE "NO DIRECT OR INDIRECT INFLUENCE OR CONTROL" OVER AN ACCOUNT ONLY IF: (i) INVESTMENT DISCRETION FOR THE ACCOUNT HAS BEEN DELEGATED TO AN INDEPENDENT FIDUCIARY AND SUCH INVESTMENT DISCRETION IS NOT SHARED WITH THE EMPLOYEE, (ii) THE COVERED PERSON CERTIFIES IN WRITING THAT HE OR SHE HAS NOT AND WILL NOT DISCUSS ANY POTENTIAL INVESTMENT DECISIONS WITH SUCH INDEPENDENT FIDUCIARY BEFORE ANY TRANSACTION, (iii) THE INDEPENDENT FIDUCIARY CONFIRMS IN WRITING THE REPRESENTATIONS BY THE COVERED PERSON REGARDING THE COVERED PERSON'S HAVING NO DIRECT OR INDIRECT INFLUENCE OR CONTROL OVER THE ACCOUNT AND (iv) THE CHIEF COMPLIANCE OFFICER OF LORD ABBETT HAS DETERMINED THAT THE ACCOUNT SATISFIES THESE REQUIREMENTS. ANNUALLY THEREAFTER THE COVERED PERSON AND THE INDEPENDENT FIDUCIARY SHALL CERTIFY IN WRITING THAT THE REPRESENTATIONS OF SUBPARAGRAPHS (ii) AND (iii) OF THIS PARAGRAPH REMAIN CORRECT. TRANSACTIONS IN FULLY-DISCRETIONARY ACCOUNTS BY AN EMPLOYEE OR PARTNER OF LORD ABBETT ARE NOT SUBJECT TO THE POST-TRADE REPORTING REQUIREMENTS OF THIS CODE.

VII. ENFORCEMENT AND REPORTING OF VIOLATIONS

THE GENERAL COUNSEL FOR LORD ABBETT AND LORD ABBETT'S CHIEF COMPLIANCE OFFICER ARE CHARGED WITH THE RESPONSIBILITY OF ENFORCING THIS CODE, AND MAY APPOINT ONE OR MORE EMPLOYEES TO AID THEM IN CARRYING OUT THEIR ENFORCEMENT RESPONSIBILITIES. THE CHIEF COMPLIANCE OFFICER SHALL IMPLEMENT A PROCEDURE TO MONITOR COMPLIANCE WITH THIS CODE THROUGH AN ONGOING REVIEW OF PERSONAL TRADING RECORDS PROVIDED UNDER THIS CODE AGAINST TRANSACTIONS IN THE FUNDS AND MANAGED PORTFOLIOS. ANY VIOLATION OF THIS CODE OF ETHICS MUST BE REPORTED PROMPTLY TO LORD ABBETT'S CHIEF COMPLIANCE OFFICER, OR, IN HIS ABSENCE, TO LORD ABBETT'S GENERAL COUNSEL. THE CHIEF COMPLIANCE OFFICER SHALL BRING TO THE ATTENTION OF THE FUNDS' AUDIT COMMITTEES ANY APPARENT VIOLATIONS OF THIS CODE, AND THE ACTION WHICH HAS BEEN TAKEN BY LORD ABBETT AS A RESULT OF SUCH VIOLATION, AND THE FUNDS' AUDIT COMMITTEES SHALL CONSIDER WHAT ADDITIONAL ACTION, IF ANY, IS APPROPRIATE. THE RECORD OF ANY VIOLATION OF THIS CODE AND ANY ACTION TAKEN AS A RESULT THEREOF, WHICH MAY INCLUDE SUSPENSION OR REMOVAL OF THE VIOLATOR FROM HIS POSITION, SHALL BE MADE A

PART OF THE PERMANENT RECORDS OF THE AUDIT COMMITTEES OF THE FUNDS. LORD

ABBETT SHALL PROVIDE EACH EMPLOYEE AND PARTNER WITH A COPY OF THIS CODE, AND OF ANY AMENDMENTS TO THE CODE, AND EACH EMPLOYEE AND PARTNER SHALL ACKNOWLEDGE, IN WRITING, HIS OR HER RECEIPT OF THE CODE AND ANY AMENDMENT, WHICH MAY BE PROVIDED ELECTRONICALLY. LORD ABBETT'S GENERAL COUNSEL SHALL PREPARE AN ANNUAL ISSUES AND CERTIFICATION REPORT TO THE DIRECTORS OR TRUSTEES OF THE FUNDS THAT (a) SUMMARIZES LORD ABBETT'S PROCEDURES CONCERNING PERSONAL INVESTING, INCLUDING THE PROCEDURES FOLLOWED BY LORD ABBETT IN DETERMINING WHETHER TO GIVE APPROVALS UNDER
SECTION III AND THE PROCEDURES FOLLOWED BY THE COMPLIANCE AND LEGAL DEPARTMENTS IN DETERMINING WHETHER ANY FUNDS HAVE DETERMINED TO PURCHASE OR SELL A SECURITY OR ARE CONSIDERING SUCH A PURCHASE OR SALE, AND ANY CHANGES IN THOSE PROCEDURES DURING THE PAST YEAR, AND CERTIFIES TO THE DIRECTORS OR TRUSTEES THAT THE PROCEDURES ARE REASONABLY NECESSARY TO PREVENT VIOLATIONS, AND (b) IDENTIFIES ANY RECOMMENDED CHANGES IN THE RESTRICTIONS IMPOSED BY THIS CODE OR IN SUCH PROCEDURES WITH RESPECT TO THE CODE AND ANY CHANGES TO THE CODE BASED UPON EXPERIENCE WITH THE CODE, EVOLVING INDUSTRY PRACTICES OR DEVELOPMENTS IN THE REGULATORY ENVIRONMENT, AND (c) SUMMARIZES ANY APPARENT VIOLATIONS OF THIS CODE OVER THE PAST YEAR AND ANY SANCTIONS

IMPOSED BY LORD ABBETT IN RESPONSE TO THOSE VIOLATIONS, INCLUDING ANY ADDITIONAL ACTION TAKEN BY THE AUDIT COMMITTEE OF EACH OF THE FUNDS WITH RESPECT TO ANY SUCH VIOLATION.

THE AUDIT COMMITTEE OF EACH OF THE FUNDS AND THE GENERAL COUNSEL OF LORD ABBETT MAY DETERMINE IN PARTICULAR CASES THAT A PROPOSED TRANSACTION OR PROPOSED SERIES OF TRANSACTIONS DOES NOT CONFLICT WITH THE POLICY OF THIS CODE AND EXEMPT SUCH TRANSACTION OR SERIES OF TRANSACTIONS FROM ONE OR MORE PROVISIONS OF THIS CODE.

VIII. DEFINITIONS

"COVERED PERSON" MEANS ANY OFFICER, DIRECTOR, TRUSTEE, DIRECTOR OR EMPLOYEE OF ANY OF THE FUNDS AND ANY PARTNER OR EMPLOYEE OF LORD ABBETT.
(SEE ALSO DEFINITION OF "BENEFICIAL OWNERSHIP.")

"EXCEPTED SECURITIES" ARE BANKERS' ACCEPTANCES, BANK CERTIFICATES OF DEPOSIT, COMMERCIAL PAPER, AND OTHER HIGH QUALITY SHORT-TERM DEBT INSTRUMENTS, INCLUDING REPURCHASE AGREEMENTS, SHARES OF MONEY MARKET FUNDS, SHARES OF OTHER U.S. REGISTERED OPEN-END INVESTMENT COMPANIES (OTHER THAN THE LORD ABBETT FUNDS OR OTHER FUNDS FOR WHICH LORD ABBETT ACTS AS THE INVESTMENT ADVISER OR SUB-ADVISER) AND DIRECT OBLIGATIONS OF THE U.S. GOVERNMENT. TRANSACTIONS IN EXCEPTED SECURITIES DO NOT REQUIRE PRIOR APPROVAL OR REPORTING. PLEASE NOTE THAT SHARES OF CLOSED-END INVESTMENT COMPANIES, EXCHANGE TRADED UNIT-INVESTMENT TRUSTS ("UITS") AND EXCHANGE TRADED FUNDS ARE ALL TREATED AS COMMON STOCK UNDER THE CODE. ALSO PLEASE NOTE THAT THE EXCEPTION FOR OTHER MUTUAL FUNDS INCLUDES ONLY OPEN-END FUNDS REGISTERED IN THE U.S., AND THAT TRANSACTIONS AND HOLDINGS IN OFFSHORE FUNDS ARE REPORTABLE. ALSO PLEASE NOTE THAT U.S. GOVERNMENT AGENCY SECURITIES ARE NOT CONSIDERED "EXCEPTED SECURITIES".

"EXCEPTED TRANSACTIONS" MEANS SECURITIES ACQUIRED THROUGH TENDER OFFERS OR SPIN-OFFS; SECURITIES RECEIVED DUE TO A MERGER OR ACQUISITION; THE SALE OF 300 SHARES OR LESS OF A S&P 500 STOCK; AND ANY SECURITIES PURCHASED THROUGH AN AUTOMATIC INVESTMENT PLAN, SUCH AS DIVIDEND REINVESTMENT PROGRAMS (DRIPS) AND/OR EMPLOYEE STOCK OWNERSHIP PLANS (ESOPS). PLEASE NOTE THAT ANY SALES MADE FROM DRIPS AND/OR ESOPS REQUIRE PRE-APPROVAL AS DESCRIBED IN SECTION III OF THIS CODE.(2)

"OUTSIDE DIRECTORS AND TRUSTEES" ARE DIRECTORS AND TRUSTEES WHO ARE NOT
"INTERESTED PERSONS" AS DEFINED IN THE INVESTMENT COMPANY ACT OF 1940.

"SECURITY" MEANS ANY STOCK, BOND, DEBENTURE OR IN GENERAL ANY INSTRUMENT COMMONLY KNOWN AS A SECURITY AND INCLUDES A WARRANT OR RIGHT TO SUBSCRIBE TO OR PURCHASE ANY OF THE FOREGOING AND ALSO INCLUDES THE WRITING OF AN OPTION ON ANY OF THE FOREGOING.

"BENEFICIAL OWNERSHIP" IS INTERPRETED IN THE SAME MANNER AS IT WOULD BE UNDER SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934 AND RULE 16a-1 THEREUNDER. ACCORDINGLY, "BENEFICIAL OWNER" INCLUDES ANY COVERED PERSON WHO, DIRECTLY OR INDIRECTLY, THROUGH ANY CONTRACT, ARRANGEMENT, UNDERSTANDING, RELATIONSHIP OR OTHERWISE, HAS OR SHARES A DIRECT OR INDIRECT PECUNIARY INTEREST (I.E. THE ABILITY TO SHARE IN PROFITS DERIVED FROM SUCH SECURITY) IN ANY EQUITY SECURITY, INCLUDING:

(i) SECURITIES HELD BY A PERSON'S IMMEDIATE FAMILY SHARING THE SAME HOUSE (WITH CERTAIN EXCEPTIONS);

(ii) A GENERAL PARTNER'S INTEREST IN PORTFOLIO SECURITIES HELD BY A GENERAL OR LIMITED PARTNERSHIP;

(iii) A PERSON'S INTEREST IN SECURITIES HELD IN TRUST AS TRUSTEE, BENEFICIARY OR SETTLOR, AS PROVIDED IN RULE 16a-8(b); AND

(iv) A PERSON'S RIGHT TO ACQUIRE SECURITIES THROUGH OPTIONS, RIGHTS OR OTHER DERIVATIVE SECURITIES.

"FEDERAL SECURITIES LAWS" INCLUDE THE SECURITIES ACT OF 1933, THE SECURITIES EXCHANGE ACT OF 1934, THE SARBANES-OXLEY ACT OF 2002, THE INVESTMENT COMPANY ACT OF 1940, THE INVESTMENT ADVISERS ACT OF 1940, TITLE V OF THE GRAMM-LEACH BLILEY ACT, AND ANY RULES ADOPTED BY THE SEC UNDER ANY OF THOSE STATUTES, THE BANK SECRECY ACT AS IT APPLIES TO MUTUAL FUNDS AND INVESTMENT ADVISERS, AND ANY RULES ADOPTED THEREUNDER BY THE SEC OR THE DEPARTMENT OF THE TREASURY. A BRIEF SUMMARY OF THE REQUIREMENTS OF THOSE LAWS AS THEY APPLY TO MUTUAL FUNDS AND INVESTMENT ADVISERS IS ATTACHED TO THIS CODE AS EXHIBIT 1.

"GENDER/NUMBER" WHENEVER THE MASCULINE GENDER IS USED IN THIS CODE, IT INCLUDES THE FEMININE GENDER AS WELL, AND THE SINGULAR INCLUDES THE PLURAL AND THE PLURAL INCLUDES THE SINGULAR, UNLESS IN EACH CASE THE CONTEXT CLEARLY INDICATES OTHERWISE.

EXHIBIT 1
TO CODE OF ETHICS

The Code of Ethics requires that all Covered Persons must comply with the Federal Securities Laws. Brief summaries of these laws are set forth below.

I. THE SECURITIES ACT OF 1933 ("1933 ACT")

The 1933 Act governs the public offering of securities of mutual funds and other issuers, and establishes civil liability for false or misleading activities during such offerings. This law was enacted "to provide full and fair disclosure of the character of securities sold in interstate and foreign commerce" and to prevent related frauds. Thus, the 1933 Act requires mutual funds and other public issuers to register their securities with the SEC. This process requires disclosures to the SEC and investors of information relating to the issuer, the securities and other matters. The 1933 Act provides a specific civil remedy for purchasers of securities offered by a materially false or misleading registration statement. A registration statement is false or misleading if it contains "an untrue statement of material fact or omit[s] to state a material fact required to be stated therein, or necessary to make the statements therein not misleading."

II. THE SECURITIES EXCHANGE ACT OF 1934 ("1934 ACT")

The 1934 Act regulates various organizations involved in the offer, sale and trading of securities. It regulates, among others, broker-dealers such as Lord Abbett Distributor. The 1934 Act accomplishes its goals in large part by requiring that these regulated organizations register with the SEC and subjects them to regular reporting requirements and examinations by the SEC. The 1934 Act includes anti-fraud provisions that make it unlawful for any person, among other actions, to directly or indirectly: (1) employ any device, scheme, or artifice to defraud; (2) make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or (3) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.

III. THE INVESTMENT COMPANY ACT OF 1940 ("1940 ACT")

The 1940 Act regulates mutual funds as well as their investment advisers and principal underwriters. The 1940 Act was designed "to mitigate and, so far as is feasible, to eliminate" various abuses involving mutual funds, including:
(1) inadequate, inaccurate or unclear disclosure with respect to a mutual fund and its securities; (2) self-dealing by insiders; (3) the issuance of securities with inequitable terms that fail to protect the privileges and preferences of outstanding security holders; (4) inequitable methods of control and irresponsible management; and (5) unsound or misleading accounting methods. The 1940 Act seeks to accomplish the foregoing goals by, among other things: (1) establishing registration and reporting requirements; (2) prohibiting various affiliated transactions; (3) regulating the sale and redemption of mutual fund shares; (4) establishing special corporate governance standards relating to the composition and activities of mutual fund boards of directors; and (5) providing the SEC with extensive inspection and enforcement powers.

IV. THE INVESTMENT ADVISERS ACT OF 1940 ("ADVISERS ACT")

The Advisers Act regulates investment advisers. Lord Abbett is registered as an investment adviser. Among other matters, the Advisers Act regulates the fee arrangements and certain other contract terms of an investment advisory agreement. The Act also prohibits advisers from engaging in any conduct that would defraud their clients. Lord Abbett has a fiduciary duty to act in the best interests of its clients. The SEC has construed this fiduciary duty broadly and applies the Act's anti-fraud prohibition aggressively to protect clients.

V. THE SARBANES-OXLEY ACT OF 2002 ("SARBANES-OXLEY ACT")

The Sarbanes-Oxley Act implemented new corporate disclosure and financial reporting requirements by, among other actions, creating a new oversight board for the accounting profession, mandating new measures to promote auditor independence, adding new disclosure requirements for investment companies and other public companies, and strengthening criminal penalties for securities fraud. This statute was adopted in direct response to widespread corporate scandals at public corporations that manifested a lack of adequate internal controls and oversight.

VI. THE GRAMM-LEACH-BLILEY ACT (THE "ACT")

In relevant part, the Act requires financial institutions to comply with certain privacy requirements regarding personal information relating to their customers. The Act requires the SEC to establish for financial institutions
(including investment companies, investment advisers and broker-dealers)
appropriate standards to protect customer information. The Act and the SEC's privacy rules have three primary purposes: (1) to require financial institutions to notify consumers of their privacy policies and practices; (2) to describe the circumstances under which financial institutions may disclose non-public personal information regarding customers to unaffiliated third parties; and (3) to provide a method for customers to opt out of such disclosures, subject to certain exceptions. Lord Abbett has implemented policies, procedures and training to protect the integrity and privacy of its clients' information.

VII. THE BANK SECRECY ACT

The USA PATRIOT Act of 2001 (the "Act") amended the Bank Secrecy Act to include mutual funds among the types of financial institutions that are required to establish anti-money laundering compliance programs. The Act requires all such institutions to develop and institute anti-money laundering programs that, at a minimum: (1) include internal policies, procedures, and controls; (2) designate a compliance officer to administer and oversee the program; (3) provide for ongoing employee training; and (4) include an independent audit function to test the program. The Lord Abbett Funds and Lord Abbett have adopted an anti-money laundering compliance program designed to meet these requirements.