1933 Act File No. 002-64536

1940 Act File No. 811-02924

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM N-1A

 

 

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933    x
Pre-Effective Amendment No.    ¨
Post-Effective Amendment No. 38    x
and/or   
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940    x
Amendment No. 37    x

 

 

LORD ABBETT U.S. GOVERNMENT & GOVERNMENT

SPONSORED ENTERPRISES MONEY MARKET FUND, INC.

Exact Name of Registrant as Specified in Charter

 

 

90 Hudson Street, Jersey City, New Jersey 07302-3973

Address of Principal Executive Office

Registrant’s Telephone Number (800) 201-6984

Thomas R. Phillips, Esq., Vice President & Assistant Secretary

90 Hudson Street, Jersey City, New Jersey 07302-3973

(Name and Address of Agent for Service)

 

 

It is proposed that this filing will become effective (check appropriate box)

 

  ¨ immediately on filing pursuant to paragraph (b)

 

  x on November 1, 2009 pursuant to paragraph (b)

 

  ¨ 60 days after filing pursuant to paragraph (a) (1)

 

  ¨ on (date) pursuant to paragraph (a) (1)

 

  ¨ 75 days after filing pursuant to paragraph (a) (2)

 

  ¨ on (date) pursuant to paragraph (a) (2) of Rule 485

If appropriate, check the following box:

 

  ¨ this post-effective amendment designates a new effective date for a previously filed post-effective amendment

 

 

 


LOGO

 

 

Lord Abbett

U.S. Government & Government Sponsored Enterprises Money Market Fund

 

PROSPECTUS

NOVEMBER 1, 2009

LOGO

The Securities and Exchange Commission has not approved or disapproved of these securities or determined whether this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

INVESTMENT PRODUCTS: NOT FDIC INSURED–NO BANK GUARANTEE–MAY LOSE VALUE

 


TABLE OF CONTENTS

 

 

    THE FUND   
      

WHAT YOU

SHOULD KNOW

ABOUT

THE FUND

   

Objective

   2
   

Principal Strategy

   2
   

Main Risks

   3
   

Performance

   5
   

Fees and Expenses

   7
   

Additional Investment Information

   9
   

Management

   10
      
      
    YOUR INVESTMENT   
      

INFORMATION

FOR MANAGING

YOUR FUND

ACCOUNT

   

Choosing a Share Class

   11
   

Additional Information on Share Classes

   11
   

Sales Charges

   13
   

Financial Intermediary Compensation

   16
   

Purchases

   21
   

Redemptions

   22
   

Distributions and Taxes

   24
   

Automatic Services for Fund Investors

   25
   

Other Services for Fund Investors

   26
   

Other Information for Fund Investors

   28
      
      
    FINANCIAL INFORMATION   
      
   

Financial Highlights

   30
      
      
    ADDITIONAL INFORMATION   
      

HOW TO LEARN

MORE ABOUT THE

FUND AND OTHER

LORD ABBETT

FUNDS

   

Back Cover

  
      


THE FUND

 

OBJECTIVE

The investment objective of the Fund is to seek high current income and preservation of capital through investments in high quality, short-term, liquid securities. These securities are commonly known as money market instruments.

PRINCIPAL STRATEGY

The Fund is a money market fund that attempts to manage its portfolio to maintain a stable share price of $1.00 in accordance with strict rules of the Securities and Exchange Commission (“SEC”). The Fund normally invests all of its assets in:

 

   

securities issued or guaranteed by the U.S. Government, including Treasury bills, notes, bonds and certificates of indebtedness,

 

 

   

securities issued by agencies or instrumentalities of the U.S. Government (collectively, “government-sponsored enterprises”), such as the Government National Mortgage Association, Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Federal Home Loan Banks and Federal Agricultural Mortgage Corporation,

 

   

securities (which may include securities of private issuers) guaranteed by government-sponsored enterprises, and

 

   

repurchase agreements involving the securities described above.

In selecting investments, the Fund focuses on securities that appear to offer the best relative value.

Although the Fund does not currently intend to do so, the Fund may invest up to 20% of its assets in other money market instruments such as certificates of deposit, bankers’ acceptances, commercial paper, and other short-term corporate debt securities.

 

We, the Fund, or U.S. Government & Government Sponsored Enterprises Money Market Fund refers to Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

Lord, Abbett & Co. LLC or Lord Abbett refers to the Fund’s investment adviser.

About the Fund. The Fund is a professionally managed portfolio primarily holding securities purchased with the pooled money of investors. It strives to reach its stated objective; although, as with all mutual funds, it cannot guarantee results.

 

  THE FUND
2  


U.S. GOVERNMENT & GOVERNMENT SPONSORED

ENTERPRISES MONEY MARKET FUND

 

MAIN RISKS

The Fund’s yield may vary in response to changes in interest rates and other market factors. During periods when the Fund holds low-yielding securities, the Fund may have little or no net investment income and the Fund’s yield may decline substantially.

The Fund generally invests a substantial portion of its assets in securities issued by various government-sponsored enterprises. Some of these securities, such as those issued by the Government National Mortgage Association, are supported by the full faith and credit of the U.S. Government (i.e., the payment of principal and interest on those securities is unconditionally guaranteed by the U.S. Government). Like direct obligations of the U.S. Treasury, in which the Fund may also invest, such securities have historically involved little risk of loss of principal if held to maturity; however, they are subject to other risks. In particular, the value of such securities, like the value of fixed income securities generally, may fluctuate during periods of changing interest rates, and the Fund could incur a capital loss upon their sale.

The Fund may invest in securities of government-sponsored enterprises that are not guaranteed by the U.S. Government, but instead are supported only by the credit of the government-sponsored enterprise itself, subject to the discretionary authority of the U.S. Treasury to purchase them. These securities may be issued by the Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, Federal Home Loan Banks, Federal Agricultural Mortgage Corporation, or other government-sponsored enterprises. There is no assurance that the U.S. Government will provide financial support to government-sponsored enterprises that are not currently backed by its full faith and credit. In the absence of such financial support, such securities, which include asset-backed securities that may have diminished collateral protection from underlying mortgages or other assets, are subject to the risk of default. Although such securities commonly provide the Fund with a higher yield than direct U.S. Treasury obligations, they are also subject to the risk that the Fund will fail to recover additional amounts (i.e., premiums) paid upon their purchase, resulting in an unexpected capital loss upon their sale.

Like most fixed income securities, the value of the money market instruments held by the Fund generally will fall when interest rates rise. In the case of a security that is issued or guaranteed by a government-sponsored enterprise and backed by mortgages or other instruments with prepayment or call features, rising interest rates may cause prepayments to occur at a slower-than-expected rate, reducing the security’s value. In contrast, falling interest rates may cause prepayments to occur at a faster-than-expected rate, depriving the Fund of income payments above market rates prevailing at the time of the prepayment.

 

THE FUND  
  3


 

An investment in the Fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Fund seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Fund. The Fund is not a complete investment program and may not be appropriate for all investors.

 

  THE FUND
4  


U.S. GOVERNMENT & GOVERNMENT SPONSORED

ENTERPRISES MONEY MARKET FUND

 

PERFORMANCE

The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Fund’s returns. Each assumes reinvestment of dividends and

distributions. The Fund’s past performance is not necessarily an indication of how the Fund will perform in the future.

The bar chart shows changes in the performance of the Fund’s Class A shares from calendar year to calendar year. Performance for the Fund’s other share classes will vary due to the different expenses each class bears.

 

Bar Chart (per calendar year) — Class A Shares

LOGO

 

Best Quarter 4th Q ‘00 +1.43%

   Worst Quarter 1st Q ’04 +0.05%

The total return for the Fund’s Class A shares for the nine-month period from January 1, 2009 to September 30, 2009 was 0.02%.

SYMBOLS:  
CLASS A   LACXX
CLASS B   LABXX
CLASS C   LCCXX
CLASS I   LAYXX

 

THE FUND  
  5


U.S. GOVERNMENT & GOVERNMENT SPONSORED

ENTERPRISES MONEY MARKET FUND

 

For the Fund’s current 7-day yield, call toll-free 800-426-1130. The table below shows the Fund’s Class A, B, C, and I performance over time. The Fund’s average annual total returns include applicable sales charges as follows: for Class A and I shares, there are no deductions for sales charges; for Class B shares, the current contingent deferred sales charge (“CDSC”) of 4.00% for the one-year period and 1.00% for the five-year period; and for Class C shares, the performance shown is at net asset value (“NAV”) because there is no CDSC for Class C shares for any period one year or greater. Class B shares automatically convert to Class A shares at approximately eight years after purchase. All returns for Class B shares for periods greater than eight years reflect this conversion.

 

Average Annual Total Returns
(for periods ended December 31, 2008)
    1 Year   5 Years   10 Years   Life of Class (1)
Class
Class A Shares   1.62%   2.67%   2.74%  
Class B Shares   -3.08%   1.83%   2.29%  
Class C Shares   1.62%   2.67%   2.74%  
Class I Shares   1.62%       3.13%
Lipper Average
Lipper U.S. Government Money Market Funds Average (2)   1.71%   2.68%   2.87%   3.11% (3)

(1)   The date of inception of performance for Class I shares was 10/19/2004.

(2)   Source: Lipper Inc. The Lipper U.S. Government Money Market Funds Average is an average of funds that invest principally in financial instruments issued or guaranteed by the U.S. government, its agencies, or its instrumentalities, with dollar weighted average maturities of less than 90 days. The total return of the Lipper Average does not include the effect of sales charges. You cannot invest directly in a Lipper Average.

(3)   Represents total return for the period 10/31/2004 through 12/31/2008, to correspond closely with the Class I period shown.

 

  THE FUND
6  


U.S. GOVERNMENT & GOVERNMENT SPONSORED

ENTERPRISES MONEY MARKET FUND

 

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund.

 

Fee Table   Class
    A   B   C   I
Shareholder Fees (Fees paid directly from your investment)
Maximum Sales Charge on Purchases
(as a % of offering price)
  None   None   None   None
Maximum Deferred Sales Charge
(See “Sales Charges”)  (1)
  None (2)   5.00%   1.00% (3)   None
Annual Fund Operating Expenses (Expenses deducted from Fund assets) (as a % of average net assets)
Management Fees (See “Management”)  (4)   0.46%   0.46%   0.46%   0.46%
Distribution and Service (12b-1) Fees (5)   None   0.75%   None   None
Other Expenses (6)   0.33%   0.33%   0.33%   0.33%
Total Operating Expenses (7)   0.79%   1.54%   0.79%   0.79%

(1)   The maximum CDSC is a percentage of the lesser of the NAV at the time of the redemption or the NAV when the shares were originally purchased.

(2)   A CDSC of 1.00% may be assessed on certain redemptions of Class A shares purchased or acquired without a sales charge. See “Your Investment – Sales Charges – Class A Share CDSC” for more information.

(3)   A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase.

(4)   “Management Fees” are payable to Lord Abbett for managing the Fund’s assets. In addition, Lord Abbett provides certain administrative services to the Fund for which it receives additional compensation. See “The Fund – Management” for more information.

(5)   “12b-1 Fees” are fees incurred for activities that are primarily intended to result in the sale of Fund shares and service fees for shareholder account service and maintenance. Because 12b-1 fees are paid out on an ongoing basis, over time they will increase the cost of your investment and may cost you more than paying other types of sales charges.

(6)   “Other Expenses” include fees paid for miscellaneous items such as shareholder services, professional services, administrative services provided by Lord Abbett, and fees to certain Financial Intermediaries (as defined below) for providing recordkeeping or other administrative services in connection with investments in the Fund.

(7)   Lord Abbett is voluntarily reimbursing a portion of the Fund’s expenses so that the Fund’s net expenses do not exceed an aggregate annualized rate of 0.70% of average daily net assets for Class A shares, 1.45% of average daily net assets for Class B shares, 0.70% of average daily net assets for Class C shares, and 0.70% of average daily net assets for Class I shares. Lord Abbett is also voluntarily reimbursing Class B shares to the extent necessary so that Class B shares maintain at least a 0.00% distribution yield. In addition, Lord Abbett is voluntarily reimbursing Class A, C, and I shares to the extent necessary so that Class A, C and I shares maintain at least a 0.02% distribution yield. Taking into account these yield-related voluntary reimbursements, the net Total Operating Expenses may be lower than indicated above. Lord Abbett may stop any voluntary reimbursement or change the level of its reimbursement at any time.

 

THE FUND  
  7


U.S. GOVERNMENT & GOVERNMENT SPONSORED

ENTERPRISES MONEY MARKET FUND

 

Example

This example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. This example, like that in other funds’ prospectuses, assumes that you invest $10,000 in the Fund at the maximum sales charge, if any, for the time periods indicated and then redeem all of your shares at the end of those periods. The example also assumes that your investment has a 5% return each year, that dividends and distributions are reinvested, and that the Fund’s operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs (including any applicable CDSC) would be:

 

Class   1 Year   3 Years   5 Years   10 Years
Class A Shares   $ 81   $ 252   $ 439   $ 978
Class B Shares   $ 557   $ 786   $ 939   $ 1,632
Class C Shares   $ 81   $ 252   $ 439   $ 978
Class I Shares   $ 81   $ 252   $ 439   $ 978

You would pay the following expenses if you did not redeem your shares:

 

Class   1 Year   3 Years   5 Years   10 Years
Class A Shares   $ 81   $ 252   $ 439   $ 978
Class B Shares   $ 157   $ 486   $ 839   $ 1,632
Class C Shares   $ 81   $ 252   $ 439   $ 978
Class I Shares   $ 81   $ 252   $ 439   $ 978

The example assumes a deduction of the applicable CDSC for the one-year, three-year, and five-year periods for Class B shares. Class B shares automatically convert to Class A shares after approximately eight years. The expense example for Class B shares for the ten-year period reflects the conversion to Class A shares.

 

  THE FUND
8  


 

ADDITIONAL INVESTMENT INFORMATION

Information on Portfolio Holdings. The Fund’s annual and semiannual reports, which are sent to shareholders and filed with the SEC, contain information about the Fund’s portfolio holdings, including a complete schedule of holdings. The Fund also files its complete schedule of portfolio holdings with the SEC on Form N-Q as of the end of its first and third fiscal quarters.

In addition, on or about the third business day of each month, the Fund makes publicly available a complete schedule of its portfolio holdings as of the last day of the prior month. On or after this date, the Fund also may make publicly available other portfolio related information, which may include: a list of the largest portfolio positions; portfolio commentaries; portfolio performance attribution information; “fact sheets” or similar updates; and certain other information regarding one or more portfolio positions. This information will remain available until the schedule, list, commentary, fact sheet, performance attribution or other information for the next month is publicly available. You may view this information for the most recently ended calendar quarter or month at www.lordabbett.com under the Fund’s holdings tab or request a copy at no charge by calling Lord Abbett at 888-522-2388.

From time to time, a portfolio manager, analyst, or other Lord Abbett employee may express observations and/or opinions regarding macroeconomic, geopolitical, market sector, industry, issuer-specific, or other developments. The observations and/or opinions expressed by such person do not necessarily represent the observations and/or opinions of Lord Abbett or any other person associated with Lord Abbett. Any such observations and/or opinions are subject to change at any time for any reason, and Lord Abbett disclaims any responsibility to update such observations and/or opinions. These observations and/or opinions may not be relied upon as investment advice and, because investment decisions for Lord Abbett Funds are based on multiple factors, may not be relied upon as any indication of trading intent on behalf of any Lord Abbett Fund.

For more information on the Fund’s policies and procedures with respect to the disclosure of its portfolio holdings and ongoing arrangements to make available such information on a selective basis to certain third parties, please see “Investment Policies – Policies and Procedures Governing the Disclosure of Portfolio Holdings” in the statement of additional information.

 

THE FUND  
  9


 

MANAGEMENT

Board of Directors. The Board oversees the management of the business and affairs of the Fund. The Board meets regularly to review the Fund’s portfolio investments, performance, expenses, and operations. The Board appoints officers who are responsible for the day-to-day operations of the Fund and who execute policies authorized by the Board. At least 75 percent of the Board members are independent of Lord Abbett.

Each year in December the Board considers whether to approve the continuation of the existing management and administrative services agreements between the Fund and Lord Abbett. A discussion regarding the basis for the Board’s approval is available in the Fund’s semiannual report to shareholders for the six month period ending December 31.

Investment Adviser. The Fund’s investment adviser is Lord, Abbett & Co. LLC, which is located at 90 Hudson Street, Jersey City, NJ 07302-3973. Founded in 1929, Lord Abbett manages one of the nation’s oldest mutual fund complexes, with assets under management of approximately $81.2 billion in 53 mutual funds and other advisory accounts as of August 31, 2009.

Management Fee. Lord Abbett is entitled to an annual management fee based on the Fund’s average daily net assets. The management fee is accrued daily and payable monthly at the following annual rate:

.50% on the first $250 million of average daily net assets;

.45% on the next $250 million of average daily net assets; and

.40% on average daily net assets over $500 million.

For the fiscal year ended June 30, 2009, the fee paid to Lord Abbett was at an effective annual rate of 0.46% of the Fund’s average daily net assets. In addition, Lord Abbett provides certain administrative services to the Fund pursuant to an Administrative Services Agreement in return for a fee at the annual rate of 0.04% of the Fund’s average daily net assets. The Fund pays all expenses not expressly assumed by Lord Abbett. For more information about the services Lord Abbett provides to the Fund, see the statement of additional information.

 

  THE FUND
10  


YOUR INVESTMENT

 

CHOOSING A SHARE CLASS

Each class of shares represents investments in the same portfolio of securities, but each has different expenses, eligibility requirements, dividends, and yields. Although the Fund has no front-end sales charge on purchases of its shares, the Fund does have a CDSC in certain cases, as described below.

You may purchase shares at the NAV per share next determined after we receive your purchase order submitted in proper form. We will not consider an order to be in proper form until we have certain identifying information required under applicable law. For more information, see “Purchases” and “Other Information for Fund Investors – Procedures Required by the USA PATRIOT Act.” We reserve the right to modify, restrict or reject any purchase order or exchange request if the Fund or Lord Abbett Distributor LLC determines that it is in the best interests of the Fund and its shareholders. All purchase orders are subject to our acceptance.

You should read this section carefully to determine which class of shares is best for you and discuss your selection with your Financial Intermediary .

ADDITIONAL INFORMATION ON SHARE CLASSES

Key Features . The following table compares key features of each share class. You should review the Fee Table and Example at the front of this prospectus carefully before choosing your share class. Your Financial Intermediary can help you decide which class meets your goals. Not all share classes may be available through your Financial Intermediary. Your Financial Intermediary may receive different compensation depending upon which class you choose.

For more information on selecting a share class, see “Classes of Shares” in the statement of additional information.

 

Lord Abbett Distributor LLC (“Lord Abbett Distributor” or the “Distributor”), the Fund’s principal underwriter, acts as agent for the Fund to work with investment professionals that buy and/or sell shares of the Fund on behalf of their clients. Generally, Lord Abbett Distributor does not sell Fund shares directly to investors.

Financial Intermediaries include broker-dealers, registered investment advisers, banks, trust companies, certified financial planners, third-party administrators, recordkeepers, trustees, custodians, financial consultants, insurance companies, Fee-Based Program sponsors, and certain  Retirement and Benefit Plans .

Fee-Based Programs include Fee-Based Advisory Programs and Fee-in-Lieu-of-Commission Programs sponsored or offered by Financial Intermediaries. In Fee-Based Advisory Programs, a Financial Intermediary provides a fee-based investment advisory program or service (including mutual fund wrap programs). In Fee-in-Lieu-of-Commission Programs, a Financial Intermediary bundles together a suite of services, such as brokerage, investment advice, research, and account management, and the client pays a fee based on the total asset value of the client’s account for all or a specified number of transactions, including mutual fund purchases, in the account during a certain period.

 

YOUR INVESTMENT  
  11


 

    Class
    A   B (1)   C   I
Key features  

• Purchased directly or acquired by exchange

 

• Normally acquired by exchange only

• Higher annual expenses than Class A or Class C shares

• Automatically converts to Class A shares after eight years

 

• Acquired by exchange only

 

• No front-end sales charge or CDSC

• Only offered to eligible investors

Front-end sales charge and CDSC  

•  No front- end sales charge

• A CDSC may be applied to shares acquired through an exchange

 

• No front- end sales charge, but a CDSC is applied to shares redeemed before the sixth anniversary of purchase

 

• No front- end sales charge

• A CDSC is applied to shares redeemed before the first anniversary of purchase

 

• None

Annual distribution and/or service fees (2)  

•  None

 

•  0.75% of average daily net assets – See “Financial Intermediary Compensation”

 

• None

 

• None

(1)   Class B shares of the Fund may be purchased (i) directly, either by certain Retirement and Benefit Plans or by investors opening dollar cost averaging accounts pursuant to which all of the amount invested will be reinvested in an Eligible Fund within 24 months of the initial purchase, or (ii) by exchange for shares of the same class of any Eligible Fund.

(2)   The Rule 12b-1 plan provides that the maximum payments that may be authorized by the Board for Class A shares are 0.15%; for Class B shares, 0.75%, and for Class C shares, 1.00%. The 12b-1 plan does not permit any payments for Class I shares.

 

Retirement and Benefit Plans include qualified and non-qualified retirement plans, deferred compensation plans and other employer-sponsored retirement, savings or benefit plans, such as defined benefit plans, 401(k) plans, 457 plans, 403(b) plans, profit-sharing and money purchase pension plans, but do not include Individual Retirement Accounts (“IRAs”), unless explicitly stated elsewhere in the Prospectus.

Lord Abbett offers a variety of retirement plans. Call 888-522-2388 for information about:

 

 

Traditional, Rollover, Roth, and Education IRAs

 

 

SIMPLE IRAs, SEP-IRAs, 401(k) and 403(b) accounts

 

 

Defined Contribution Plans

Eligible Fund. An “Eligible Fund” is any Lord Abbett-sponsored fund except for: (1) certain tax-free, single-state funds where the exchanging shareholder is a resident of a state in which such fund is not offered for sale; (2) Lord Abbett Series Fund, Inc.; (3) the Fund; and (4) any other fund the shares of which are not available to the investor at the time of the transaction due to a limitation on the offering of the fund’s shares. An Eligible Fund also is any Authorized Institution’s affiliated money market fund meeting criteria set by Lord Abbett Distributor as to certain omnibus account and other criteria.

 

  YOUR INVESTMENT
12  


 

SALES CHARGES

 

CDSC

A CDSC, regardless of class, is not charged on shares acquired through reinvestment of dividends or capital gains distributions and is charged on the original purchase cost or the current market value of the shares at the time they are redeemed, whichever is lower. In addition, repayment of loans under certain Retirement and Benefit Plans will constitute new sales for purposes of assessing the CDSC.

 

To minimize the amount of any CDSC, the Fund redeems shares in the following order:

 

1.   shares acquired by reinvestment of dividends and capital gains (always free of a CDSC)

 

2.   shares held for six years or more (Class B) or one year or more (Class A and Class C)

 

3.   shares held the longest before the sixth anniversary of their purchase (Class B) or before the first anniversary of their purchase (Class A and Class C)

If you acquire Fund shares through an exchange from another Lord Abbett-sponsored fund that were originally purchased subject to a CDSC and you redeem before the applicable CDSC period has expired, you will be charged the CDSC. The CDSC will be remitted to the appropriate party.

Class A Share CDSC . Other than as described below, Class A shares will not be subject to a CDSC. If you acquire Class A shares of the Fund in exchange for Class A shares of another Lord Abbett-sponsored fund subject to a CDSC and you redeem any of the Class A shares before the first day of the month in which the one-year anniversary of your purchase falls, a CDSC of 1% normally will be collected.

The Class A share CDSC generally will not be assessed under the following circumstances (documentation may be required):

 

   

benefit payments under Retirement and Benefit Plans in connection with loans, hardship withdrawals, death, disability, retirement, separation from service, or any excess distribution under Retirement and Benefit Plans;

 

 

   

redemptions by Retirement and Benefit Plans made through Financial Intermediaries that have special arrangements with the Fund and/or Lord Abbett Distributor, provided the plan has not redeemed all, or substantially all, of its assets from the Lord Abbett-sponsored funds;

 

   

redemptions by certain 401(k) plans for which the Fund’s transfer agent provides plan administration and recordkeeping services and which offer Lord Abbett Funds as the only investment options to the plan’s participants, upon the 401(k) plan’s transition to a Financial Intermediary that (1) provides recordkeeping services to the plan; (2) offers other mutual funds in addition to

 

Benefit Payment Documentation. (Class A CDSC only) Requests for benefit payments of $50,000 or more must be in writing. Use the address indicated under “Purchases.”

 

YOUR INVESTMENT  
  13


 

 

the Lord Abbett Funds as investment options for the plan’s participants; and (3) has entered into a special arrangement with Lord Abbett to facilitate the 401(k) plan’s transition to the Financial Intermediary; or

 

   

Eligible Mandatory Distributions under 403(b) plans and IRAs.

 

Class B Share CDSC . The CDSC for Class B shares normally applies if you redeem your shares before the sixth anniversary of the day on which the purchase order was accepted.

The CDSC will be remitted to Lord Abbett Distributor. The CDSC declines the longer you own your shares, according to the following schedule:

 

CDSC — Class B Shares
Anniversary of the day on
which the purchase
order was accepted (1)
      CDSC on redemption
(as % of amount
subject to charge)
On   Before  
  1st anniversary   5.0%
1st anniversary   2nd anniversary   4.0%
2nd anniversary   3rd anniversary   3.0%
3rd anniversary   4th anniversary   3.0%
4th anniversary   5th anniversary   2.0%
5th anniversary   6th anniversary   1.0%
On or after the 6th anniversary (2)     None

(1)   The anniversary is the same calendar day in each respective year after the date of purchase. For example, the anniversary for shares purchased on May 1 will be May 1 of each succeeding year.

(2)   Class B shares will automatically convert to Class A shares after approximately the eighth anniversary of your purchase of Class B shares. Conversions will occur as follows:

Shares issued:
At initial purchase
  Shares issued:
On reinvestment
of dividends and distributions
  Shares issued:
Upon exchange
from another Lord Abbett Fund
On the 25th day of the month (or, if the 25th is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted.   In the same proportion as the number of Class B shares converting is to the total number of Class B shares you own (excluding shares issued as dividends).   After the shares originally acquired would have converted into Class A shares

 

Eligible Mandatory Distributions. If Class A, B, or C shares represent a part of an individual’s total IRA or 403(b) investment, the CDSC will be waived only for that part of a mandatory distribution that bears the same relation to the entire mandatory distribution as the Class A, B, or C share investment bears to the total investment.

 

  YOUR INVESTMENT
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Class C Share CDSC. The 1% CDSC for Class C shares normally applies if you redeem your shares before the first anniversary of their purchase. The CDSC will be remitted to Lord Abbett Distributor. The Class C share CDSC generally will not be assessed on redemptions by certain 401(k) plans for which the Fund’s transfer agent provides plan administration and recordkeeping services and which offer Lord Abbett Funds as the only investment options to the plan’s participants, upon the 401(k) plan’s transition to a Financial Intermediary that (1) provides recordkeeping services to the plan; (2) offers other mutual funds in addition to the Lord Abbett Funds as investment options for the plan’s participants; and (3) has entered into a special arrangement with Lord Abbett to facilitate the 401(k) plan’s transition to the Financial Intermediary.

Class B Share CDSC and Class C Share CDSC. The Class B share CDSC and Class C share CDSC generally will not be assessed under the following circumstances (documentation may be required):

 

   

benefit payments under Retirement and Benefit Plans in connection with loans, hardship withdrawals, death, disability, retirement, separation from service, or any excess contribution or distribution under Retirement and Benefit Plans;

 

   

Eligible Mandatory Distributions under 403(b) plans and IRAs;

 

   

death of the shareholder; or

 

   

redemptions of shares in connection with Div-Move and Systematic Withdrawal Plans (up to 12% per year)

See “Automatic Services for Fund Investors” for more information.

A broker-dealer may pay on behalf of an investor or reimburse an investor for a CDSC otherwise applicable in the case of transactions involving purchases through such broker-dealer where the investor is concurrently selling his or her holdings in Class B or C shares of the Fund and buying Class A shares of that Fund, provided that the purchases are related to the requirements of a settlement agreement that the broker-dealer entered into with a regulatory body relating to share class suitability.

 

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FINANCIAL INTERMEDIARY COMPENSATION

As part of a plan for distributing shares, the Fund and Lord Abbett Distributor pay sales and service compensation to Authorized Institutions that sell the Fund’s shares and service its shareholder accounts.

Additionally, your broker-dealer or agent may charge you a fee to effect transactions in Fund shares.

As shown in the table “Fees and Expenses” above, sales compensation originates from sales charges, which are paid directly by shareholders, and 12b-1 distribution fees, which are paid by the Fund out of share class assets. Service compensation originates from 12b-1 service fees. Because 12b-1 fees are paid on an ongoing basis, over time they will increase the cost of your investment and may cost you more than paying other types of sales charges. The Fund currently is not making 12b-1 fee payments with respect to Class A and C shares under its Rule

12b-1 plan. The Fund periodically pays Lord Abbett Distributor an annual distribution fee of 0.75% of the average daily net assets of Class B shares under its Rule 12b-1 plan.

Lord Abbett Distributor may pay 12b-1 fees to Financial Intermediaries or use the fees for other distribution purposes, including revenue sharing.

Sales Activities. The Fund may use 12b-1 distribution fees to pay Authorized Institutions to finance any activity that is primarily intended to result in the sale of shares. Lord Abbett Distributor uses its portion of the distribution fees attributable to the shares of a particular class for activities that are primarily intended to result in the sale of shares of such class. These activities include, but are not limited to, printing of prospectuses and statements of additional information and reports for other than existing shareholders, preparation and distribution of advertising and sales material, expenses of organizing and conducting sales seminars, additional payments to Authorized Institutions, maintenance of shareholder accounts, the cost necessary to provide distribution-related services or personnel, travel, office expenses, equipment and other allocable overhead.

Service Activities. Lord Abbett Distributor may pay 12b-1 service fees to Authorized Institutions for any activity that is primarily intended to result in personal service and/or the maintenance of shareholder accounts or certain

 

Authorized Institutions are institutions and persons permitted by law to receive service and/or distribution fees under a 12b-1 plan. Lord Abbett Distributor is an Authorized Institution.

12b-1 fees are payable regardless of expenses. The amounts paid by the Fund need not be directly related to expenses. If Lord Abbett Distributor’s actual expenses exceed the fee paid to it, the Fund will not have to pay more than that fee. If Lord Abbett Distributor’s expenses are less than the fee it receives, Lord Abbett Distributor will keep the excess amount of the fee.

 

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Retirement and Benefit Plans. Any portion of the service fees paid to Lord Abbett Distributor will be used to service and maintain shareholder accounts.

Class B Shares. Lord Abbett Distributor may pay Financial Intermediaries selling Class B shares a sales concession of 4.00% of the purchase price of the Class B shares they sell and Lord Abbett Distributor will collect any applicable CDSC.

Revenue Sharing and Other Payments to Dealers and Financial Intermediaries. In addition to the various sales commissions, concessions and 12b-1 fees described above, Lord Abbett, Lord Abbett Distributor and the Fund may make other payments to dealers and other firms authorized to accept orders for Fund shares (collectively, “Dealers”).

Lord Abbett or Lord Abbett Distributor makes payments to Dealers in its sole discretion, at its own expense and out of its own resources (including revenues from advisory fees and 12b-1 fees) and without additional cost to the Fund or the Fund’s shareholders. This compensation from Lord Abbett is not reflected in the fees and expenses listed above in the Fee Table section of this prospectus. The payments may be for activities including but not limited to the following:

 

   

marketing and/or distribution support for Dealers;

 

   

the Dealers’ and their investment professionals’ shareholder servicing efforts;

 

   

training and education activities for the Dealers, their investment professionals and/or their clients or potential clients;

 

   

certain information regarding Dealers and their investment professionals;

 

   

sponsoring or otherwise bearing, in part or in whole, the costs for other meetings of Dealers’ investment professionals and/or their clients or potential clients;

 

   

the purchase of products or services from the Dealers, such as investment research, software tools or data for investment analysis purposes;

 

   

certain Dealers’ costs associated with orders relating to Fund shares (“ticket charges”); and/or

 

   

any other permissible activity that Lord Abbett or Lord Abbett Distributor, in its sole discretion, believes would facilitate sales of Fund shares.

Some of these payments are sometimes called “revenue sharing” payments. Most of these payments are intended to reimburse Dealers directly or indirectly for the costs they or their investment professionals incur in connection with educational seminars and training efforts about the Lord Abbett Funds to enable the Dealers and their investment professionals to make recommendations and provide services

 

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that are suitable and useful in meeting shareholder needs, as well as to maintain the necessary infrastructure to make the Lord Abbett Funds available to shareholders. The costs and expenses related to these efforts may include travel, lodging, entertainment and meals, among other things. In addition, Lord Abbett Distributor may, for specified periods of time, decide to forgo the portion of front-end sales charges to which it normally is entitled and allow Dealers to retain the full sales charge for sales of Fund shares. In some instances, these temporary arrangements will be offered only to certain Dealers expected to sell significant amounts of Fund shares.

Lord Abbett or Lord Abbett Distributor may benefit from revenue sharing if the Dealer features the Fund in its sales system (such as by placing the Fund on its preferred fund list or giving access on a preferential basis to members of the Financial Intermediary’s sales force or management). In addition, Lord Abbett Distributor may agree to participate in the Dealer’s marketing efforts (such as by helping to facilitate or provide financial assistance for conferences, seminars or other programs at which Lord Abbett personnel may make presentations on the Fund to the intermediary’s sales force). To the extent the Dealers sell more shares of the Fund or retain shares of the Fund in their clients’ accounts, Lord Abbett receives greater management and other fees due to the increase in the Fund’s assets. Although a Dealer may request additional compensation from Lord Abbett to offset costs incurred by the Dealer servicing its clients, the Dealer may earn a profit on these payments, if the amount of the payment exceeds the Dealer’s costs.

Lord Abbett or Lord Abbett Distributor, in its sole discretion, determines the amounts of payments to Dealers, with the exception of purchases of products or services and certain expense reimbursements. Lord Abbett and Lord Abbett Distributor consider many factors in determining the amount of any additional payments to Dealers. These factors include, but are not limited to, the Dealer’s sales, assets and redemption rates relating to Lord Abbett Funds, penetration of Lord Abbett Fund sales among investment professionals within the Dealer, and the potential to expand Lord Abbett’s relationship with the Dealer. Lord Abbett and Lord Abbett Distributor also may take into account other business relationships Lord Abbett has with a Dealer, including other Lord Abbett financial products or advisory services sold by or provided to a Dealer or one or more of its affiliates. Based on its analysis of these factors, Lord Abbett groups most Dealers into tiers, each of which is associated with a particular maximum amount of revenue sharing payments expressed as a percentage of assets of the Lord Abbett Funds attributable to that particular Dealer. The tiered payments generally range from 0.02% to 0.10% of Lord Abbett Fund assets attributable to the Dealer and/or its investment professionals. For certain relationships with Dealers selling the Lord Abbett Funds in connection with variable insurance

 

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products, Lord Abbett or Lord Abbett Distributor may make payments up to 0.15% of the related Lord Abbett Funds’ assets and/or sales. However, Lord Abbett or Lord Abbett Distributor from time to time may pay revenue sharing in excess of these amounts to cultivate new relationships with Dealers it believes have the potential to sell significant amounts of Fund shares. In such cases, Lord Abbett expects that over time, as these relationships grow, the amount of revenue sharing paid to such Dealers would conform to levels that fall within the ranges described above. The payments may not include payments for certain items, such as training and education activities, other meetings, and the purchase of certain products and services from the Dealers. On occasion, Lord Abbett also may make payments to Dealers on a basis unrelated to its assessment of the prospects for a long-term distribution relationship. Not all Dealers receive revenue sharing payments and the amount of revenue sharing may vary for different Dealers. Lord Abbett or Lord Abbett Distributor may choose not to make payments in relation to certain of the Lord Abbett Funds or certain classes of shares of any given Fund. In addition, Lord Abbett’s method of calculating revenue sharing payments may be different from the methods that the Dealers use. Please refer to the Fund’s statement of additional information for additional information relating to revenue sharing payments.

Neither Lord Abbett nor Lord Abbett Distributor makes payments directly to a Dealer’s investment professionals, but rather they are made solely to the Dealer itself (with the exception of expense reimbursements related to the attendance of a Dealer’s investment professionals at training and education meetings and at other meetings involving the Lord Abbett Funds). The Dealers receiving additional payments include those that may recommend that their clients consider or select the Fund or other Lord Abbett Funds for investment purposes, including those that may include one or more of the Lord Abbett Funds on a “preferred” or “recommended” list of mutual funds. In some circumstances, the payments may create an incentive for a Dealer or its investment professionals to recommend or sell shares of Lord Abbett Funds to a client over shares of other funds. For more specific information about any additional payments, including revenue sharing, made to your Dealer, please contact your investment professional.

The Fund’s portfolio transactions are not used to compensate Dealers that sell shares of the Lord Abbett Funds. Lord Abbett places the Fund’s portfolio transactions with broker-dealers based on their ability to provide the best net results from the transaction to the Fund. If Lord Abbett determines that a Dealer can provide the Fund with the best net results, Lord Abbett may place the Fund’s portfolio transactions with the Dealer even though it sells or has sold shares of the Fund. In no event, however, does or will Lord Abbett give any consideration to a Dealer’s sales in deciding which Dealer to choose to execute the Fund’s portfolio

 

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transactions. Lord Abbett maintains policies and procedures designed to ensure that it places portfolio transactions based on the Fund’s receipt of the best net results. These policies and procedures also permit Lord Abbett to give consideration to proprietary investment research a Dealer may provide to Lord Abbett.

Payments for Recordkeeping, Networking, and Other Services. In addition to the payments from Lord Abbett or Lord Abbett Distributor described above, from time to time, Lord Abbett and Lord Abbett Distributor may have other relationships with Financial Intermediaries relating to the provision of services to the Fund, such as providing omnibus account services or executing portfolio transactions for the Fund. The Fund generally may pay recordkeeping fees for services provided to plans where the account is a plan-level or fund-level omnibus account and plan participants have the ability to determine their investments in particular mutual funds. If your Financial Intermediary provides these services, Lord Abbett or the Fund may compensate the intermediary for these services. In addition, your Financial Intermediary may have other relationships with Lord Abbett or Lord Abbett Distributor that are not related to the Fund.

For example, the Lord Abbett Funds may enter into arrangements with and pay fees to Financial Intermediaries that provide recordkeeping or other subadministrative services to certain groups of investors in the Lord Abbett Funds, including participants in Retirement and Benefit Plans, investors in mutual fund advisory programs, investors in variable insurance products and clients of Financial Intermediaries that operate in an omnibus environment (collectively, “Investors”). The recordkeeping services typically include: (a) establishing and maintaining Investor accounts and records; (b) recording Investor account balances and changes thereto; (c) arranging for the wiring of funds; (d) providing statements to Investors; (e) furnishing proxy materials, periodic Lord Abbett Fund reports, prospectuses and other communications to Investors as required; (f) transmitting Investor transaction information; and (g) providing information in order to assist the Lord Abbett Funds in their compliance with state securities laws. The fees Lord Abbett Funds pay are designed to compensate Financial Intermediaries for such services.

The Lord Abbett Funds may also pay fees to broker-dealers for networking services. Networking services may include but are not limited to:

 

   

establishing and maintaining individual accounts and records;

 

   

providing client account statements; and

 

   

providing 1099 forms and other tax statements.

The networking fees that the Lord Abbett Funds pay to broker-dealers normally result in reduced fees paid by the Fund to the transfer agent, which would otherwise provide these services.

 

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Financial Intermediaries may charge additional fees or commissions other than those disclosed in this prospectus, such as a transaction based fee or other fee for its service, and may categorize and disclose these arrangements differently than the discussion above and in the Fund’s statement of additional information. You may ask your Financial Intermediary about any payments it receives from Lord Abbett or the Fund, as well as about fees and/or commissions it charges.

PURCHASES

You may purchase shares through any independent securities dealer that has a sales agreement with Lord Abbett Distributor, or you can fill out the application and send it to the Fund at the address stated below. You should note that your purchases and other transactions may be subject to review and verification on an ongoing basis. Please carefully read the paragraph below titled “Proper Form” before placing your order to ensure that your order will be accepted. Any class of shares of the Fund may be acquired by exchange from shares of the same class of any Eligible Fund. Class A and I shares of the Fund may also be purchased directly. Class B shares may be also be purchased directly, but only by (i) certain Retirement and Benefit Plans and (ii) investors opening dollar cost averaging accounts pursuant to which all of the amount invested will be reinvested in an Eligible Fund within 24 months of the initial purchase. Direct purchases of Class C shares of the Fund are not permitted.

Lord Abbett U.S. Government & Government

Sponsored Enterprises Money Market Fund, Inc.

P.O. Box 219336

Kansas City, MO 64121

Proper Form. An initial purchase order submitted directly to the Fund, or the Fund’s authorized agent (or agent’s designee), must contain: (1) a completed application with all applicable requested information, and (2) payment by check. When purchases are made by check, redemption proceeds will not be paid until the Fund or its transfer agent is advised that the check has cleared, which may take up to 15 calendar days. For more information, please call the Fund at 888-522-2388.

See “Procedures Required by the USA PATRIOT Act” for more information.

Purchases By Wire. You may purchase Fund shares by wire by instructing your bank to wire the amount of your investment to: Wire to: UMB, N.A., Kansas City, routing number – 101000695, Account # 987800033-3, FBO: (account name) and (your Lord Abbett account number).

 

Small Accounts. The Board may authorize closing any account in which there are fewer than 500 shares if it is in the Fund’s best interest to do so.

 

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Investment Minimums. Minimum initial investment amounts vary depending on the class of shares you buy and the nature of your investment account.

 

Minimum Initial Investment (1)
• General   (Class A)   $1,000
  (Class B)   $5,000
  (Class I)   $1 million (2)

• IRAs and 403(b) Plans under the Internal Revenue Code

  (Class A)   $250
  (Class B)   $2,000

• Uniform Gifts or Transfers to Minor Accounts

    $250
• Invest-A-Matic     $250

(1)   No minimum investment is required for certain Retirement and Benefit Plans and certain purchases through Financial Intermediaries that charge their clients a fee for services that include investment advisory or management services. Consult your Financial Intermediary for more information.

(2)   There is no minimum initial investment for (1) certain purchases through or by Financial Intermediaries or RIAs that charge a fee for services that include investment advisory or management services or (2) purchases by Retirement and Benefit Plans meeting Class I eligibility requirements described above. These investment minimums may be suspended, changed or withdrawn by Lord Abbett Distributor, which reserves the right to reject any order.

Minimum Initial Investment by Exchange
• Regular Account   (Class A, B, and C)   $1,000

• IRAs (Traditional, Education and Roth), 403(b) and employer-sponsored retirement plans under the Internal Revenue Code

  (Class A, B, and C)   $250

By Exchange. Please call the Fund at 888-522-2388 to request an exchange from any eligible Lord Abbett-sponsored fund.

REDEMPTIONS

Redemptions of Fund shares are executed at the NAV next determined after the Fund receives your order in proper form. In the case of redemptions involving Retirement and Benefit Plans, you may be required to provide the Fund with one or more completed forms before your order will be executed. For more information, please call 888-522-2388. To determine if a CDSC applies to a redemption, see “Class A Share CDSC,” “Class B Share CDSC,” “Class C Share CDSC,” and “Class B Share CDSC and Class C Share CDSC.”

By Broker. Call your investment professional for instructions on how to redeem your shares.

 

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By Telephone. If you have direct account access privileges, you may redeem $50,000 or less from your account by telephone. You or your representative should call the Fund at 888-522-2388.

Online. If you have direct account access privileges, you may submit a redemption request online by logging onto www.lordabbett.com and entering your account information and personal identification data.

By Mail. Submit a written redemption request indicating the name(s) in which the account is registered, the Fund’s name, the class of shares, your account number, and the dollar value or number of shares you wish to redeem and include all necessary signatures.

If you have direct account access privileges, redemption proceeds may be paid by electronic transfer via an automated clearing house (“ACH”) deposit to your bank account on record with the Fund; otherwise, normally a check will be mailed to the name(s) and address in which the account is registered (or otherwise according to your instruction) within three business days after receipt of your redemption request. Your account balance must be sufficient to cover the amount being redeemed or your redemption order will not be processed. Under unusual circumstances, the Fund may suspend redemptions, or postpone payment for more than seven days, as permitted by federal securities laws.

Checkwriting. You may write checks against your account for a minimum of $500 up to a maximum of $5,000,000. A check drawn on an account will be honored based only on those shares in the account on which the check is drawn. This method of redeeming shares is only available, however, if you have fully completed the application.

If the signer has any legal capacity (i.e., the authority of an individual to act on

behalf of an entity or other person(s)), the signature and capacity must be guaranteed by an Eligible Guarantor . Certain other legal documentation may be required. For more information regarding proper documentation please call 888-522-2388.

Redemptions By Wire. In order to receive the proceeds of redemptions by wire, the Fund’s transfer agent must have the wiring instructions on file. To verify that this feature is in place, call 888-522-2388. Minimum wire amount for redemptions is $1,000. Your wire redemption request must be received by the Fund before the close of the NYSE for money to be wired on the next business day (or thereafter as permitted by law).

 

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A Guaranteed Signature is designed to protect you from fraud by verifying your signature. We require a Guaranteed Signature by an Eligible Guarantor on requests for:

 

   

a redemption check for which you have the legal capacity to sign on behalf of another person or entity (i.e., on behalf of an estate or on behalf of a corporation);

 

 

   

a redemption check payable to anyone other than the shareholder(s) of record;

 

 

   

a redemption check to be mailed to an address other than the address of record;

 

 

   

a redemption check payable to a bank other than the bank we have on file; or

 

 

   

a redemption for $50,000 or more.

Redemptions in Kind. The Fund has the right to pay redemption proceeds to you in whole or in part by a distribution of securities from the Fund’s portfolio, although it is not expected that the Fund would do so except in unusual circumstances. Redemptions in kind will consist of liquid securities valued in accordance with the Fund's pricing procedures as described in this prospectus. If the Fund pays your redemption proceeds by a distribution of securities, you may incur transaction costs and tax liability and will bear market risks until the securities are converted into to cash.

DISTRIBUTIONS AND TAXES

The Fund normally declares dividends from its net investment income daily and pays such dividends monthly. If the net investment income of a class is negative on any day, the Fund will not pay a dividend on the class on that day and may resume paying dividends only when, on a future date, the undistributed net investment income of the class is positive. The Fund pays distributions of short-term capital gains (if any) annually. For U.S. federal income tax purposes, any distributions of dividends from net investment income and short-term capital gains are taxable as ordinary income to shareholders, other than tax-exempt

 

Eligible Guarantor is any broker or bank that is usually a member of the medallion stamp program. Most major securities firms and banks are members of this program. A notary public is not an eligible guarantor.

Guaranteed Signature. An acceptable form of guarantee would be as follows:

 

 

In the case of an estate -

Robert A. Doe Executor of the Estate of John W. Doe

[Date]

LOGO

 

 

In the case of a corporation - ABC Corporation

Mary B. Doe

By Mary B. Doe, President

[Date]

LOGO

 

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shareholders (including certain Retirement and Benefit Plan shareholders, as discussed below), regardless of whether paid in cash or reinvested in additional Fund shares. The Fund does not expect to make any distributions of long-term capital gains to shareholders. Distributions will be reinvested in Fund shares unless you instruct the Fund to pay them to you in cash.

Sales, redemptions and exchanges of Fund shares are taxable events for shareholders that are subject to tax, but generally will not result in taxable gain or loss as long as the Fund successfully maintains a constant NAV of $1.00 per share. A loss may occur, however, if a CDSC is imposed in connection with a redemption or exchange of Fund shares.

Shareholders that are exempt from U.S. federal income tax, such as Retirement and Benefit Plans that are qualified under Section 401 of the Internal Revenue Code, generally are not subject to U.S. federal income tax on Fund dividends or distributions or on sales or exchanges of Fund shares. However, in the case of Fund shares held through a nonqualified deferred compensation plan, Fund dividends and distributions received by the plan and sales and exchanges of Fund shares by the plan generally will be taxable to the employer sponsoring such plan in accordance with U.S. federal income tax laws governing deferred compensation plans.

A plan participant whose Retirement and Benefit Plan invests in the Fund generally is not taxed on Fund dividends or distributions received by the plan or on sales or exchanges of Fund shares by the plan for U.S. federal income tax purposes. However, distributions to plan participants from a Retirement and Benefit Plan generally are taxable to plan participants as ordinary income.

You must provide your Social Security number or other taxpayer identification number to the Fund when you open an account. If you do not or it is otherwise legally required to do so, the Fund will withhold 28% “backup withholding” tax from your distributions, sale proceeds and any other payments to you.

Certain tax reporting information concerning the tax treatment of Fund distributions will be mailed to shareholders each year. Because everyone’s tax situation is unique, you should consult your tax adviser regarding the treatment of such distributions under the federal, state, local and foreign tax rules that apply to you.

AUTOMATIC SERVICES FOR FUND INVESTORS

You may buy or sell shares automatically with the services described below. With each service, you select a schedule and amount, subject to certain restrictions. You may set up most of these services when filling out the application, or by calling 888–522-2388 or submitting a request online (if you have direct account access privileges).

 

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For investing    
Invest-A-Matic
(Dollar-cost averaging)
  You may make fixed, periodic investments ($250 initial and $50 subsequent minimum) into your Fund account by means of automatic money transfers from your bank checking account. See the application for instructions.
Div-Move   You may automatically reinvest the dividends and distributions from your account into another account in any Eligible Fund ($50 minimum).
For selling shares    
Systematic Withdrawal Plan
(“SWP”)
  You can make regular withdrawals from most Lord Abbett-sponsored funds. Automatic cash withdrawals will be paid to you from your account in fixed or variable amounts. To establish an SWP, the value of your shares for Class A or C must be at least $10,000, and for Class B the value of your shares must be at least $25,000, except in the case of an SWP established for certain Retirement and Benefit Plans, for which there is no minimum. Your shares must be in non- certificate form.
Class B and C Shares   The CDSC will be waived on redemptions of up to 12% of the current value of your account at the time of your SWP request. For SWP redemptions over 12% per year, the CDSC will apply to the entire redemption. Please contact the Fund for assistance in minimizing the CDSC in this situation. Redemption proceeds due to an SWP for Class B and Class C shares will be redeemed in the order described under “CDSC” under “Sales Charges.”

OTHER SERVICES FOR FUND INVESTORS

Telephone and Online Purchases and Redemptions. Shareholders, other than shareholders who hold their shares in an account maintained by a broker-dealer, may have direct account access privileges with the Fund, which allows shareholders to purchase or redeem shares by telephone or online. For new accounts, you may obtain direct account access privileges by completing the account application (including providing your bank information) and indicating that you wish to have telephone or online trading privileges. For existing accounts, you may obtain telephone or online trading privileges by submitting an application for ACH electronic funds transfer. Transactions by telephone or online may be difficult to submit during times of drastic economic or market changes or during other times where communications may be difficult. When initiating a transaction by telephone or online, shareholders should be aware of the following considerations:

Security. The Fund and its service providers employ verification and security measures for your protection. You should note, however, that any person with

 

Telephone and Online Transactions. For your security, telephone and online transactions requests are recorded. We will take measures to verify the identity of the person calling or submitting a request online, such as asking for your name, account number, personal identification number and other relevant information. The Fund will not be liable for following instructions communicated by telephone or online that it reasonably believes to be genuine.

 

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access to your account and other personal information (including personal identification number) may be able to submit instructions by telephone or online. The Fund will not be liable for relying on instructions submitted by telephone or online that the Fund reasonably believes to be genuine.

Online Confirmation. The Fund is not responsible for online transaction requests that may have been sent but not received in good order. Requested transactions received by the Fund in good order are confirmed at the completion of the order and your requested transaction will not be processed unless you receive the confirmation message.

No Cancellations. You will be asked to verify the requested transaction and may cancel the request before it is submitted to the Fund. The Fund will not cancel a transaction submitted once it has been received (in good order) and is confirmed at the end of the telephonic or online transaction.

Insufficient Account Value. If you request a redemption transaction for a specific amount and your account value at the time the transaction is processed is less than the requested redemption amount, the Fund will deem your request as a request to liquidate your entire account.

Insufficient Funds. If you request a purchase and your bank account does not have sufficient funds to complete the transaction at the time it is presented to your bank, your requested transaction will be reversed and you will be subject to any and all losses, fees and expenses incurred by the Fund in connection with processing the insufficient funds transaction. The Fund reserves the right to liquidate all or a portion of your account to cover such losses, fees and expenses.

Exchanges. You or your investment professional may instruct the Fund to exchange shares of any class for shares of the same class of any Eligible Fund. Instructions may be provided in writing or by telephone, with proper identification, by calling 888-522-2388 or online (if you have direct account privileges). The Fund must receive instructions for the exchange before the close of the New York Stock Exchange LLC (“NYSE”) on the day of your call or online request to get the NAV per share of the Eligible Fund determined on that day. Exchanges are taxable transactions for shareholders that are subject to tax. See “Distributions and Taxes” for more information. Be sure to read the current prospectus for any fund into which you are exchanging. Please see the Fund’s statement of additional information for details and limitations on moving

 

Exchange Limitations. As described under “Your Investment – Purchases,” we reserve the right to modify, restrict or reject any exchange request if the Fund or Lord Abbett Distributor determines it is in the best interests of the Fund and its shareholders. The Fund also may revoke the privilege for all shareholders upon 60 days’ written notice.

 

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investments in certain share classes to different share classes, and on moving investments held in certain accounts to different accounts. You should also consult your Financial Intermediary if you have any questions.

Account Statements. Every investor automatically receives quarterly account statements.

Householding. We have adopted a policy that allows us to send only one copy of the Fund’s prospectus, proxy material, annual report and semiannual report to certain shareholders residing at the same “household.” This reduces Fund expenses, which benefits you and other shareholders. If you need additional copies or do not want your mailings to be “householded,” please call us at 888-522-2388 or send a written request with your name, the name of your fund or funds, and your account number or numbers to Lord Abbett Family of Funds, P.O. Box 219336, Kansas City, MO 64121.

Account Changes. For any changes you need to make to your account, consult your investment professional or call the Fund at 888-522-2388.

Systematic Exchange. You or your investment professional can establish a schedule of exchanges between the same classes of any Eligible Fund.

OTHER INFORMATION FOR FUND INVESTORS

Excessive Trading and Market Timing. The Fund has not adopted policies and procedures that are designed to prevent or stop excessive, short-term or market timing trading practices (“frequent trading”). The Fund, like other money market funds, is designed to be used by investors for cash management purposes or as a short-term investment vehicle similar to a bank account. Money market funds seek to maintain a stable share price of $1.00 regardless of fluctuations in market prices. Therefore, money market funds themselves generally are not subject to market timing. However, to the extent that there is frequent trading, it may disrupt management of the Fund, raise its expenses, and harm long-term shareholders in a variety of ways. For example, volatility resulting from frequent trading may cause the Fund difficulty in managing its investments because it cannot anticipate the amount of cash it will have to invest. The Fund may find it necessary to sell portfolio securities at disadvantageous times to raise cash to meet the redemption demands resulting from such frequent trading. Each of these, in turn, could increase tax, administrative and other costs, and reduce the Fund’s investment return.

Other funds in the Lord Abbett Family of Funds have adopted policies and procedures that are designed to identify and prevent or stop frequent trading. If you plan to exchange your Fund shares for shares of another Lord Abbett Fund, please read the prospectus of the other fund.

 

  YOUR INVESTMENT
28  


 

Procedures Required by the USA PATRIOT Act. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions, including the Fund, to obtain, verify, and record information that identifies each person who opens an account. What this means for you – when you open an account, we will ask for your name, address, date and place of organization or date of birth, taxpayer identification number or Social Security number, and we may ask for other information that will allow us to identify you. We will ask for this information in the case of persons who will be signing on behalf of certain entities that will own the account. We also may ask for copies of documents. If we are unable to obtain the required information within a short period of time after you try to open an account, we will return your purchase order or account application. Your monies will not be invested until we have all required information. You also should know that we may verify your identity through the use of a database maintained by a third party or through other means. If we are unable to verify your identity, we may liquidate and close the account. This may result in adverse tax consequences. In addition, the Fund reserves the right to reject purchase orders or account applications accompanied by cash, cashier’s checks, money orders, bank drafts, traveler’s checks, and third party or double-endorsed checks, among others.

Pricing of Fund Shares. Under normal circumstances, NAV per share is calculated, each business day at the close of regular trading on the NYSE, normally 4:00 p.m. Eastern time. Purchases and sales of Fund shares are executed at the NAV next determined after the Fund receives your order in proper form. Assuming they are in proper form, purchase and sale orders must be placed by the close of trading on the NYSE in order to receive that day’s NAV; orders placed after the close of trading on the NYSE will receive the next day’s NAV. In calculating NAV, securities are valued at cost plus (minus) amortized discount (premium), if any, pursuant to regulatory requirements applicable to money market funds.

 

YOUR INVESTMENT  
  29


FINANCIAL INFORMATION

 

FINANCIAL HIGHLIGHTS

These tables describe the Fund’s performance for the fiscal periods indicated. “Total Return” shows how much your investment in the Fund would have increased (or decreased) during each period, without considering the effects of sales loads and assuming you had reinvested all dividends and distributions. These Financial Highlights have been audited by Deloitte & Touche LLP, the Fund’s independent registered public accounting firm, in conjunction with their annual audits of the Fund’s financial statements. Financial statements and the Report of Independent Registered Public Accounting Firm thereon appear in the 2009 annual report to shareholders and are incorporated by reference in the statement of additional information, which is available upon request. Certain information reflects financial results for a single Fund share.

 

    Class A Shares  
    Year Ended 6/30  
    2009     2008     2007     2006     2005  

Per Share Operating Performance

         

Net asset value, beginning of year

  $1.00      $1.00      $1.00      $1.00      $1.00   

Investment operations:

         

Net investment income (a)

  .01      .03      .05      .03      .01   

Distributions to shareholders from:

         

Net investment income

  (.01   (.03   (.05   (.03   (.01

Net asset value, end of year

  $1.00      $1.00      $1.00      $1.00      $1.00   

Total Return (b)

  .59   3.21   4.68   3.51   1.35

Ratios to Average Net Assets:

         

Expenses, excluding expense reductions
and including expenses reimbursed

  .51   .70   .70   .70   .81

Expenses, including expense reductions
and expenses reimbursed

  .51   .70   .70   .70   .81

Expenses, excluding expense reductions
and expenses reimbursed

  .79   .90   .92   1.01   .94

Net investment income

  .53   3.15   4.58   3.47   1.32

Supplemental Data:

         

Net assets, end of year (000)

  $536,755      $425,473      $393,914      $337,018      $271,720   

 

(a)  

Calculated using average shares outstanding during the year.

(b)  

Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.

 

  FINANCIAL INFORMATION
30  


U.S. GOVERNMENT & GOVERNMENT SPONSORED

ENTERPRISES MONEY MARKET FUND

 

FINANCIAL HIGHLIGHTS (continued)

 

    Class B Shares  
    Year Ended 6/30  
    2009     2008     2007     2006     2005  

Per Share Operating Performance

         

Net asset value, beginning of year

  $1.00      $1.00      $1.00      $1.00      $1.00   

Investment operations:

         

Net investment income (a)

  (b)     .02      .04      .03      .01   

Distributions to shareholders from:

         

Net investment income

  (b)     (.02   (.04   (.03   (.01

Net asset value, end of year

  $1.00      $1.00      $1.00      $1.00      $1.00   

Total Return (c)

  .26   2.44   3.89   2.73   .72

Ratios to Average Net Assets:

         

Expenses, excluding expense reductions
and including expenses reimbursed

  .80   1.45   1.45   1.45   1.41

Expenses, including expense reductions
and expenses reimbursed

  .80   1.45   1.45   1.45   1.41

Expenses, excluding expense reductions
and expenses reimbursed

  1.54   1.66   1.67   1.76   1.69

Net investment income

  .19   2.24   3.83   2.67   .62

Supplemental Data:

         

Net assets, end of year (000)

  $56,243      $39,283      $23,358      $26,534      $26,388   

 

(a)  

Calculated using average shares outstanding during the year.

(b)  

Amount is less than $.01.

(c)  

Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.

 

FINANCIAL INFORMATION  
  31


U.S. GOVERNMENT & GOVERNMENT SPONSORED

ENTERPRISES MONEY MARKET FUND

 

FINANCIAL HIGHLIGHTS (continued)

 

    Class C Shares  
    Year Ended 6/30  
    2009     2008     2007     2006     2005  

Per Share Operating Performance

         

Net asset value, beginning of year

  $1.00      $1.00      $1.00      $1.00      $1.00   

Investment operations:

         

Net investment income (a)

  .01      .03      .05      .03      .01   

Distributions to shareholders from:

         

Net investment income

  (.01   (.03   (.05   (.03   (.01

Net asset value, end of year

  $1.00      $1.00      $1.00      $1.00      $1.00   

Total Return (b)

  .59   3.21   4.68   3.51   1.35

Ratios to Average Net Assets:

         

Expenses, excluding expense reductions
and including expenses reimbursed

  .50   .70   .70   .70   .83

Expenses, including expense reductions
and expenses reimbursed

  .50   .70   .70   .70   .83

Expenses, excluding expense reductions
and expenses reimbursed

  .79   .91   .92   1.01   .94

Net investment income

  .44   2.92   4.59   3.42   1.19

Supplemental Data:

         

Net assets, end of year (000)

  $56,597      $27,276      $14,207      $13,064      $13,872   

 

(a)  

Calculated using average shares outstanding during the year.

(b)  

Total return does not consider the effects of sales loads and assumes the reinvestment of all distributions.

 

  FINANCIAL INFORMATION
32  


U.S. GOVERNMENT & GOVERNMENT SPONSORED

ENTERPRISES MONEY MARKET FUND

 

FINANCIAL HIGHLIGHTS (concluded)

 

    Class I Shares  
    Year Ended 6/30     10/20/2004 (a)
to

6/30/2005
 
    2009     2008     2007     2006    

Per Share Operating Performance

         

Net asset value, beginning of period

  $1.00      $1.00      $1.00      $1.00      $1.00   

Investment operations:

         

Net investment income (b)

  .01      .03      .05      .03      .01   

Distributions to shareholders from:

         

Net investment income

  (.01   (.03   (.05   (.03   (.01

Net asset value, end of period

  $1.00      $1.00      $1.00      $1.00      $1.00   

Total Return (c)

  .59   3.21   4.68   3.51   1.18 % (d)  

Ratios to Average Net Assets:

         

Expenses, excluding expense reductions
and including expenses reimbursed

  .52   .70   .70   .70   .53 % (d)  

Expenses, including expense reductions
and expenses reimbursed

  .52   .70   .70   .70   .53 % (d)  

Expenses, excluding expense reductions
and expenses reimbursed

  .79   .90   .92   1.01   .67 % (d)  

Net investment income

  .58   3.12   4.58   3.50   1.21 % (d)  

Supplemental Data:

         

Net assets, end of period (000)

  $10,689      $10,925      $6,800      $7,024      $5,057   

 

(a)  

Commencement of offering of class shares.

(b)  

Calculated using average shares outstanding during the period.

(c)  

Total return assumes the reinvestment of all distributions.

(d)  

Not annualized.

 

FINANCIAL INFORMATION  
  33


NOTES:


NOTES:


NOTES:


 

To Obtain Information:

 

By telephone. For shareholder account inquiries and for literature requests call the Fund at: 888-522-2388.

 

By mail. Write to the Fund at: The Lord Abbett Family of Funds 90 Hudson Street Jersey City, NJ 07302-3973

 

Via the Internet. Lord, Abbett & Co. LLC www.lordabbett.com

 

Text only versions of Fund documents can be viewed online or downloaded from the SEC: www.sec.gov.

 

You can also obtain copies by visiting the SEC’s Public Reference Room in Washington, DC (phone 202-551-8090) or by sending your request and a duplicating fee to the SEC’s Public Reference Section, Washington, DC 20549-0102 or by sending your request electronically to publicinfo@sec.gov.

  

ADDITIONAL INFORMATION

 

More information on the Fund is available free upon request, including the following:

 

ANNUAL/SEMIANNUAL REPORT

 

The Fund’s annual and semiannual reports contain more information about the Fund’s investments and performance. The annual report also includes details about the market conditions and investment strategies that had a significant effect on the Fund’s performance during the last fiscal year. The reports are available, free of charge at www.lordabbett.com, and through other means, as indicated on the left.

 

STATEMENT OF ADDITIONAL INFORMATION (“SAI”)

 

The SAI provides more details about the Fund and its policies. A current SAI is on file with the Securities and Exchange Commission (“SEC”) and is incorporated by reference (is legally considered part of this prospectus). The SAI is available free of charge at www.lordabbett.com, and through other means, as indicated on the left.

 

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

 

Lord Abbett Mutual Fund shares are distributed by: LORD ABBETT DISTRIBUTOR LLC  

LAMM-1

(11/09)

  LOGO

SEC File Number: 811-02924

LOGO


LORD ABBETT

 

Statement of Additional Information   November 1, 2009

Lord Abbett U.S. Government & Government

Sponsored Enterprises Money Market Fund

 

 

This statement of additional information (“SAI”) is not a prospectus. A prospectus may be obtained from your securities dealer or from Lord Abbett Distributor LLC (“Lord Abbett Distributor”) at 90 Hudson Street, Jersey City, NJ 07302-3973. This SAI relates to, and should be read in conjunction with, the prospectus for the Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. (the “Fund”) dated November 1, 2009. Certain capitalized terms used throughout this SAI are defined in the Fund’s prospectus.

Shareholder account inquiries should be made by directly contacting the Fund or by calling 888-522-2388. The Fund’s annual and semiannual reports to shareholders are available without charge, upon request by calling 888-522-2388. In addition, you can make inquiries through your dealer.

 

      

TABLE OF CONTENTS

  

PAGE

1.

   Fund History    2

2.

   Investment Policies    2

3.

   Management of the Fund    6

4.

   Control Persons and Principal Holders of Securities    11

5.

   Investment Advisory and Other Services    12

6.

   Brokerage Allocations and Other Practices    13

7.

   Classes of Shares    14

8.

   Purchases, Redemptions, Pricing and Payments to Dealers    16

9.

   Taxation of the Fund    19

10.

   Underwriter    21

11.

   Financial Statements    21

Appendix A

   Fund Portfolio Information Recipients    A-1


1.

Fund History

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended, (the “Act”). The Fund was organized as a Maryland corporation on May 9, 1979. The Fund was formerly known as Lord Abbett U.S. Government Securities Money Market Fund, Inc. and changed its name effective October 1, 2003. The Fund has 1,500,000,000 shares of authorized capital stock consisting of four classes (A, B, C, and I), par value $.001per share. The Board of Directors (the “Board”) will allocate these authorized shares of capital stock among the classes from time to time. Class A and Class B shares may be purchased directly and may be acquired in exchange for shares of the same class of another Lord Abbett-sponsored fund. Class C shares may be acquired only in exchange for shares of the same class of another Lord Abbett-sponsored fund. Class I shares of the Fund are neither offered to the general public nor available in all states. As of the date of this SAI, Class I shares of the Fund are only offered to participants in the Lord Abbett 401(k) Profit Sharing Plan. In the future, Class I shares may be offered to other investors. See “Telephone and Online Exchange Privileges” under “Purchases, Redemptions, Pricing and Payments to Dealers” for more information. Effective September 28, 2007, Class Y shares of the Fund were renamed Class I.

2.

Investment Policies

Fundamental Investment Restrictions. The Fund’s investment objective in the prospectus cannot be changed without the approval of a “majority of the Fund’s outstanding shares.” 1 The Fund is also subject to the following fundamental investment restrictions that cannot be changed without the approval of a majority of the Fund’s outstanding shares.

The Fund may not:

 

  (1)

borrow money, except that (i) the Fund may borrow from banks 2 in amounts up to 33  1 / 3 % of its total assets (including the amount borrowed), (ii) the Fund may borrow up to an additional 5% of its total assets for temporary purposes, (iii) the Fund may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities and (iv) the Fund may purchase securities on margin to the extent permitted by applicable law 3 ;

 

  (2)

pledge its assets (other than to secure borrowings, or to the extent permitted by the Fund’s investment policies as permitted by applicable law) 4 ;

 

  (3) engage in the underwriting of securities, except pursuant to a merger or acquisition or to the extent that, in connection with the disposition of its portfolio securities, it may be deemed to be an underwriter under federal securities laws;

 

  (4) make loans to other persons, except that the acquisition of bonds, debentures or other corporate debt securities and investments in government obligations, commercial paper, pass-through instruments, certificates of deposit, bankers acceptances, repurchase agreements or any similar instruments shall not be subject to this limitation, and except further that the Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law;

 

1

A “majority of the Fund’s outstanding shares” means the vote of the lesser of (1) 67% or more of the voting securities present at a shareholder meeting, provided that 50% of the outstanding voting securities of the Fund are present at the meeting or represented by proxy, or (2) more than 50% of the outstanding voting securities of the Fund regardless of whether such shareholders are present at the meeting (or represented by proxy).

2 The term “bank” includes depository institutions, domestic branches and agencies of foreign banks, and member banks of the Federal Reserve System, among others.
3 Securities and Exchange Commission (“SEC”) staff guidance currently prohibits the Fund from purchasing any security on margin, except such short-term credits as are necessary for the clearance of transactions.
4 Current federal securities laws prohibit the Fund from pledging more than one-third of its total assets (taken at current value) to secure borrowings made in accordance with the investment restrictions above. For the purpose of this restriction the deposit of assets in a segregated account with a Fund’s custodian in connection with any of the Fund’s investment transactions is not considered to be a pledge of the Fund’s assets.

 

2


  (5) buy or sell real estate, although the Fund may buy short-term securities secured by real estate or interests therein, or issued by companies which invest in real estate or interests therein, nor may the Fund buy or sell commodities or commodity contracts, interests in oil, gas or other mineral exploration or development programs;

 

  (6) with respect to 75% of the gross assets of the Fund, buy securities of one issuer representing more than 5% of the Fund’s gross assets, except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities;

 

  (7) invest more than 25% of its assets, taken at market value, in the securities of issuers in any particular industry (excluding U.S. Government securities as described in the Fund’s prospectus);

 

  (8)

issue senior securities to the extent such issuance would violate applicable law 5 ; or

 

  (9) buy common stocks or other voting securities.

Compliance with these investment restrictions will be determined at the time of the purchase or sale of the security, except in the case of the first restriction, with which the Fund must comply on a continuous basis.

Non-Fundamental Investment Restrictions. In addition to the Fund’s investment objective in the prospectus and the investment restrictions above that cannot be changed without shareholder approval, the Fund is also subject to the following non-fundamental investment restrictions that may be changed by the Board without shareholder approval.

The Fund may not:

 

  (1) make short sales of securities or maintain a short position except to the extent permitted by applicable law;

 

  (2) invest knowingly more than 10% of its net assets (at the time of investment) in illiquid securities, except for securities qualifying for resale under Rule 144A under the Securities Act of 1933, determined by Lord Abbett to be liquid, subject to the oversight of the Board (in accordance with currently applicable Securities and Exchange Commission (“SEC”) requirements);

 

  (3)

invest in the securities of other investment companies except as permitted by applicable law 6 ;

 

  (4) invest in warrants if, at the time of the acquisition, its investment in warrants, valued at the lower of cost or market, would exceed 5% of the Fund’s total assets (included within such limitation, but not to exceed 2% of the Fund’s total assets, are warrants which are not listed on the New York or American Stock Exchange or a major foreign exchange);

 

  (5) write, purchase or sell puts, calls, straddles, spreads or combinations thereof, except to the extent permitted in the Fund’s prospectus and SAI, as they may be amended from time to time; or

 

  (6) buy from or sell to any of the Fund’s officers, directors, employees, or its investment adviser or any of the adviser’s officers, partners or employees, any securities other than shares of the Fund.

Compliance with these investment restrictions will be determined at the time of the purchase or sale of the security except in the case of the second and fourth non-fundamental restrictions, with which the Fund must comply at the time of purchase. A Fund will not be required to sell illiquid securities if it exceeds the 15% limit due to market activity on the sale of liquid securities, however, in these situations the Fund will take appropriate measures to reduce the percentage of its assets invested in illiquid securities.

 

5

Current federal securities laws prohibit the Fund from issuing senior securities (which generally are defined as securities representing indebtedness) except that the Fund may borrow money from banks in amounts of up to 33  1 / 3  % of its total assets.

6

Under current federal securities laws, the Fund may not acquire more than 3% of the voting shares of any other investment company, invest more than 5% of the Fund’s total assets in securities of any one investment company, or invest more than 10% of the Fund’s total assets in securities of all investment companies.

 

3


Additional Information on Portfolio Risks, Investments, and Techniques. This section provides further information on certain types of investments and investment techniques that the Fund may use and some of the risks associated with some investments and techniques. The composition of the Fund’s portfolio and the investments and techniques that the Fund uses in seeking its investment objective and employing its investment strategies will vary over time. The Fund may use each of the investments and techniques described below at all times, at some times or not at all.

Repurchase Agreements. The Fund may enter into repurchase agreements with respect to securities. A repurchase agreement is a transaction by which the purchaser acquires a security and simultaneously commits to resell that security to the seller (a bank or securities dealer) at an agreed-upon price on an agreed-upon date. The resale price reflects the purchase price plus an agreed-upon market rate of interest that is unrelated to the coupon rate or date of maturity of the purchased security. The Fund requires at all times that the repurchase agreement be collateralized by cash or by securities of the U.S. Government, its agencies, its instrumentalities, or U.S. Government sponsored enterprises (“U.S. Government Securities”) having a value equal to, or in excess of, the value of the repurchase agreement (including accrued interest). Such agreements permit the Fund to keep all of its assets at work while retaining flexibility in pursuit of investments of a longer-term nature.

The use of repurchase agreements involves certain risks. For example, if the seller of the agreement defaults on its obligation to repurchase the underlying securities at a time when the value of these securities has declined, the Fund may incur a loss upon disposition of them. Even though the repurchase agreements may have maturities of seven days or less, they may lack liquidity, especially if the issuer encounters financial difficulties. The Fund intends to limit repurchase agreements to transactions with dealers and financial institutions believed by Lord Abbett, as the investment manager, to present minimal credit risks. Lord Abbett will monitor the creditworthiness of the repurchase agreement sellers on an ongoing basis.

U.S. Government Securities. The Fund may invest in obligations of the U.S. Government and its agencies and instrumentalities, including Treasury bills, notes, bonds and certificates of indebtedness, that are issued or guaranteed as to principal or interest by the U.S. Treasury. Such securities have historically involved little risk of loss of principal if held to maturity; however, they are subject to other risks. In particular, the value of such securities, like the value of fixed income securities generally, may fluctuate during periods of changing interest rates, and the Fund could incur a capital loss upon their sale.

Securities   of Government Sponsored Enterprises . The Fund invests extensively in securities issued or guaranteed by agencies or instrumentalities of the U.S. Government, such as the Government National Mortgage Association (“Ginnie Mae”), Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”), Federal Home Loan Banks (“FHLBanks”) and Federal Agricultural Mortgage Corporation (“Farmer Mac”). Ginnie Mae is authorized to guarantee, with the full faith and credit of the United States Government, the timely payment of principal and interest on securities issued by institutions approved by Ginnie Mae (such as savings and loan institutions, commercial banks and mortgage bankers) and backed by pools of mortgages insured or guaranteed by the Federal Housing Administration, the Department of Veterans Affairs, the Rural Housing Service, or the U.S. Department of Housing and Urban Development. Fannie Mae, Freddie Mac and Farmer Mac are federally chartered public corporations owned entirely by their shareholders; the FHLBanks are federally chartered corporations owned by their member financial institutions.

Although Fannie Mae, Freddie Mac, Farmer Mac, and the FHLBanks guarantee the timely payment of interest and ultimate collection of principal with respect to the securities they issue, their securities are not supported by the full faith and credit of the United States Government. In the absence of such support, money market fixed income securities, including asset-backed securities that may have diminished collateral protection from underlying mortgages or other assets, are subject to the risk of default. Although such securities commonly provide the Fund with a higher yield than direct U.S. Treasury obligations, they are also subject to the risk that the Fund will fail to recover additional amounts (i.e., premiums) paid for securities with higher interest rates, resulting in an unexpected capital loss upon their sale.

Like most fixed income securities, the value of the money market instruments held by the Fund generally will fall when interest rates rise. In the case of a security that is issued or guaranteed by a government-sponsored enterprise and backed by mortgages or other instruments with prepayment or call features, rising interest rates may cause prepayments to occur at a slower-than-expected rate, reducing the security’s value. In contrast, falling interest rates may cause prepayments to occur at a faster-than-expected rate, depriving the Fund of income payments above market rates prevailing at the time of the prepayment. In 2008, the Federal Housing Finance Agency (the “FHFA”) placed each of Fannie Mae and Freddie Mac in conservatorship. With this action, the FHFA dismissed the chief executive officer and

 

4


all the directors of each organization, and took over management. In its role as conservator of each of Fannie Mae and Freddie Mac, the FHFA obtained future support and capital investments from the U.S. Treasury, and in exchange the U.S. Treasury became a large shareholder. The FHFA took these actions largely to provide stronger backing for the holders of mortgage-backed securities, senior debt and subordinated debt. There is no assurance, however, that such measures will remain effective. The FHFA’s conservatorship and the U.S. Treasury’s support and investment are subject to change or withdrawal.

Securities Issued Under the FDIC’s Temporary Liquidity Guarantee Program. The Fund may invest in short-term securities that are guaranteed by the Federal Deposit Insurance Corporation (the “FDIC”) under its Temporary Liquidity Guarantee Program. Under this program, the FDIC, with the full faith and credit of the U.S. government, guarantees, through the earlier of (i) the maturity date of the debt or (ii) a certain date set under FDIC regulations, the payment of principal and interest on debt issued by private entities. The interest on such privately issued securities may be subject to state and local income taxes.

Policies and Procedures Governing Disclosure of Portfolio Holdings. The Board has adopted policies and procedures with respect to the disclosure of the Fund’s portfolio holdings and ongoing arrangements making available such information to the general public, as well as to certain third parties on a selective basis. Among other things, the policies and procedures are reasonably designed to ensure that the disclosure is in the best interests of Fund shareholders and to address potential conflicts of interest between the Fund on the one hand and Lord Abbett and its affiliates or affiliates of the Fund on the other hand. Except as noted below, the Fund does not provide its portfolio holdings to any third party until they are made available to the general public on Lord Abbett’s website at www.lordabbett.com or otherwise. The exceptions are as follows:

 

  1. The Fund may provide its portfolio holdings to (a) third parties that render services to the Fund relating to such holdings (i.e., pricing vendors, ratings organizations, custodians, external administrators, independent registered public accounting firms, counsel, etc.), as appropriate to the service being provided to the Fund, on a daily, monthly, calendar quarterly or annual basis, and (b) third party consultants on a monthly or calendar quarterly basis for the sole purpose of performing their own analyses with respect to the Fund one day following each calendar period-end. The Fund may discuss or otherwise share portfolio holdings or related information with counterparties that execute transactions on behalf of the Fund;

 

  2. The Fund may provide portfolio commentaries or fact sheets containing, among other things, a discussion of select portfolio holdings and a list of the largest portfolio positions, and/or portfolio performance attribution information to certain Financial Intermediaries one day following each period-end; and

 

  3. The Fund may provide its portfolio holdings or related information under other circumstances subject to the authorization of the Fund’s officers, in compliance with policies and procedures adopted by the Board.

Before providing schedules of its portfolio holdings to a third party in advance of making them available to the general public, the Fund obtains assurances through contractual obligations, certifications or other appropriate means such as due diligence sessions and other meetings to the effect that: (i) neither the receiving party nor any of its officers, employees or agents will be permitted to take any holding-specific investment action based on the portfolio holdings and (ii) the receiving party will not use or disclose the information except as it relates to rendering services for the Fund related to portfolio holdings, to perform certain internal analyses in connection with its evaluation of the Fund and/or its investment strategies, or for similar purposes. The sole exception relates to the agreement with SG Constellation, LLC (“SGC”), the provider of financing for the distribution of the Fund’s Class B shares. The fees payable to SGC are based in part on the value of the Fund’s portfolio securities. In order to reduce the exposure of such fees to market volatility, SGC aggregates the portfolio holdings information provided by all of the mutual funds that participate in its Class B share financing program (including the Fund) and may engage in certain hedging transactions based on the information. However, SGC will not engage in transactions based solely on the Fund’s portfolio holdings. In addition and also in the case of other portfolio-related information, written materials will contain appropriate legends requiring that the information be kept confidential and restricting the use of the information. The Board also reviews the Fund’s policies and procedures governing these arrangements on an annual basis. These policies and procedures may be modified at any time with the approval of the Board.

Neither the Fund, Lord Abbett nor any other party receives any compensation or other consideration in connection with any arrangement described in this section, other than fees payable to a service provider rendering services to the Fund related to the Fund’s portfolio holdings. For these purposes, compensation does not include normal and customary fees that Lord Abbett or an affiliate may receive as a result of investors making investments in the Fund. Neither the Fund, Lord Abbett nor any of their affiliates has entered into an agreement or other arrangement with any third party recipient of portfolio-related information under which the third party would maintain assets in the Fund or in other investment companies or accounts managed by Lord Abbett or any of its affiliated persons as an inducement to receive the Fund’s portfolio holdings.

 

5


In addition to the foregoing, Lord Abbett provides investment advice to clients other than the Fund that have investment objectives and requirements that may be substantially similar to the Fund’s. Such clients also may have portfolios consisting of holdings substantially similar to the Fund’s holdings. Such clients may periodically receive portfolio holdings and other related information relative to their investment advisory arrangement with Lord Abbett in the regular course of such arrangement. It is possible that any such client could trade ahead of or against the Fund based on the information such client receives in connection with its investment advisory arrangement with Lord Abbett. In addition, Lord Abbett’s investment advice to any client may be deemed to create a conflict of interest relative to other clients to the extent that it is possible that any client could trade against the interests of other clients based on Lord Abbett’s investment advice. To address this potential conflict, Lord Abbett has implemented procedures governing its provision of impersonal advice that are designed to (i) avoid communication of Lord Abbett’s intent or recommendations with respect to discretionary advice clients, and (ii) monitor the trading of impersonal advice clients to assess the likelihood of any adverse effects on discretionary advice clients.

Lord Abbett’s Compliance Department periodically reviews and evaluates Lord Abbett’s adherence to the above policies and procedures, including the existence of any conflicts of interest between the Fund on the one hand and Lord Abbett and its affiliates or affiliates of the Fund on the other hand. The Compliance Department reports to the Board at least annually regarding its assessment of compliance with these policies and procedures.

Fund Portfolio Information Recipients. Attached as Appendix A is a list of the third parties that are eligible to receive portfolio holdings information pursuant to ongoing arrangements under the circumstances described above.

3.

Management of the Fund

The Board of Directors is responsible for the management of the business and affairs of the Fund in accordance with the laws of the State of Maryland. The Board appoints officers who are responsible for the day-to-day operations of the Fund and who execute policies authorized by the Board. As discussed in the Fund’s semiannual report to shareholders, the Board also approves an investment adviser to the Fund, continues to monitor the cost and quality of the services provided by the investment adviser, and annually considers whether to renew the contract with the adviser. Generally, each Director holds office until his/her successor is elected and qualified or until his/her earlier resignation or removal, as provided in the Fund’s organizational documents.

Lord, Abbett & Co. LLC (“Lord Abbett”), a Delaware limited liability company, is the Fund’s investment adviser.

Interested Directors

The following Directors are partners of Lord Abbett and are “interested persons” of the Fund as defined in the Act. Mr. Dow and Ms. Foster are officers, directors, or trustees of each of the 14 Lord Abbett-sponsored funds, which consist of 53 portfolios or series.

 

6


Name, Address and

Year of Birth

  

Current Position

and Length of Service

with Fund

  

Principal Occupation

During Past Five Years

  

Other Directorships

Robert S. Dow

Lord, Abbett & Co. LLC

90 Hudson Street

Jersey City, NJ 07302

(1945)

   Director since 1989 and Chairman since 1996    Senior Partner (since 2007), Chief Executive Officer (since 1996) and prior thereto Managing Partner (1996–2007), joined Lord Abbett in 1972.    N/A

Daria L. Foster

Lord, Abbett & Co. LLC

90 Hudson Street

Jersey City, NJ 07302

(1954)

   Director since 2006    Managing Partner (since 2007), and prior thereto Director of Marketing and Client Service, joined Lord Abbett in 1990.    N/A

Independent Directors

The following independent or outside Directors (“Independent Directors”) are also directors or trustees of each of the 14 Lord Abbett-sponsored funds, which consist of 53 portfolios or series.

 

Name, Address and

Year of Birth

  

Current Position

and Length of Service

with Fund

  

Principal Occupation

During Past Five Years

  

Other Directorships

E. Thayer Bigelow

Lord, Abbett & Co. LLC

c/o Legal Dept.

90 Hudson Street

Jersey City, NJ 07302

(1941)

   Director since 1994    Managing General Partner, Bigelow Media, LLC (since 2000); Senior Adviser, Time Warner Inc. (1998–2000).    Currently serves as director of Crane Co. (since 1984) and Huttig Building Products Inc. (since 1998).

William H.T. Bush

Lord, Abbett & Co. LLC

c/o Legal Dept.

90 Hudson Street

Jersey City, NJ 07302

(1938)

   Director since 1998    Co-founder and Chairman of the Board of the financial advisory firm of Bush–O’Donnell & Company (since 1986).    Currently serves as director of WellPoint, Inc., a health benefits company (since 2002).

Robert B. Calhoun, Jr.

Lord, Abbett & Co. LLC

c/o Legal Dept.

90 Hudson Street

Jersey City, NJ 07302

(1942)

   Director since 1998    Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991-2009).    N/A

Julie A. Hill

Lord, Abbett & Co. LLC

c/o Legal Dept.

90 Hudson Street

Jersey City, NJ 07302

(1946)

   Director since 2004    Owner and CEO of The Hill Company, a business consulting firm (since 1998).    Currently serves as director of WellPoint, Inc., a health benefits company (since 1994) and Lend Lease Corporation Limited (since 2005).

 

7


Name, Address and

Year of Birth

  

Current Position

and Length of Service

with Fund

  

Principal Occupation

During Past Five Years

  

Other Directorships

Franklin W. Hobbs

Lord, Abbett & Co. LLC

c/o Legal Dept.

90 Hudson Street

Jersey City, NJ 07302

(1947)

   Director since 2000    Advisor of One Equity Partners, a private equity firm (since 2004).    Currently serves as a director and Chairman of the Board of GMAC Inc., a financial services firm (since 2009) and as a director of Molson Coors Brewing Company (since 2002).

Thomas J. Neff

Lord, Abbett & Co. LLC

c/o Legal Dept.

90 Hudson Street

Jersey City, NJ 07302

(1937)

   Director since 1982    Chairman of Spencer Stuart (U.S.), an executive search consulting firm (since 1996).    Currently serves as director of Ace, Ltd. (since 1997) and Hewitt Associates, Inc. (since 2004).

James L.L. Tullis

Lord, Abbett & Co. LLC

c/o Legal Dept.

90 Hudson Street

Jersey City, NJ 07302

(1947)

   Director since 2006    CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990).    Currently serves as director of Crane Co. (since 1998).

Officers

None of the officers listed below have received compensation from the Fund. All of the officers of the Fund may also be officers of the other Lord Abbett-sponsored funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302.

 

Name and

Year of Birth

  

Current Position with Fund

  

Length of Service

of Current Position

  

Principal Occupation

During Past Five Years

Robert S. Dow

(1945)

   Chief Executive Officer and Chairman    Elected in 1996    Senior Partner since 2007, Chief Executive Officer (since 1996) and prior thereto Managing Partner (1996–2007), joined Lord Abbett in 1972.

Daria L. Foster

(1954)

   President    Elected in 2006    Managing Partner (since 2007), and prior thereto Director of Marketing and Client Service, joined Lord Abbett in 1990.

Robert I. Gerber

(1954)

   Executive Vice President    Elected in 1997    Partner and Chief Investment Officer (since 2007) and prior thereto Director of Taxable Fixed Income Management, joined Lord Abbett in 1997.

Robert A. Lee

(1969)

   Executive Vice President    Elected in 2000    Partner and Director, joined Lord Abbett in 1997.

James W. Bernaiche

(1956)

   Chief Compliance Officer    Elected in 2004    Partner and Chief Compliance Officer, joined Lord Abbett in 2001.

 

8


Name and

Year of Birth

  

Current Position with Fund

  

Length of Service

of Current Position

  

Principal Occupation

During Past Five Years

Joan A. Binstock

(1954)

   Chief Financial Officer and Vice President    Elected in 1999    Partner and Chief Operations Officer, joined Lord Abbett in 1999.

John K. Forst

(1960)

   Vice President and Assistant Secretary    Elected in 2005    Deputy General Counsel, joined Lord Abbett in 2004.

Lawrence H. Kaplan

(1957)

   Vice President and Secretary    Elected in 1997    Partner and General Counsel, joined Lord Abbett in 1997.

A. Edward Oberhaus, III

(1959)

   Vice President    Elected in 1996    Partner and Director, joined Lord Abbett in 1983.

Thomas R. Phillips

(1960)

   Vice President and Assistant Secretary    Elected in 2008    Deputy General Counsel, joined Lord Abbett in 2006; formerly attorney at Morgan, Lewis & Bockius LLP (2005–2006) and Stradley Ronon Stevens & Young, LLP (2000–2005).

Lawrence B. Stoller

(1963)

   Vice President and Assistant Secretary    Elected in 2007    Senior Deputy General Counsel, joined Lord Abbett in 2007; formerly Executive Vice President and General Counsel at Cohen & Steers Capital Management, Inc. (1999–2007).

Bernard J. Grzelak

(1971)

   Treasurer    Elected in 2003    Partner and Director of Fund Administration, joined Lord Abbett in 2003.

Committees

The standing committees of the Board are the Audit Committee, the Proxy Committee, the Nominating and Governance Committee and the Contract Committee.

The Audit Committee is composed wholly of Directors who are not “interested persons” of the Fund. The members of the Audit Committee are Messrs. Bigelow, Calhoun, Hobbs and Tullis. The Audit Committee provides assistance to the Board in fulfilling its responsibilities relating to accounting matters, the reporting practices of the Fund, and the quality and integrity of the Fund’s financial reports. Among other things, the Audit Committee is responsible for reviewing and evaluating the performance and independence of the Fund’s independent registered public accounting firm and considering violations of the Fund’s Code of Ethics in determining what action should be taken. The Audit Committee meets quarterly and during the past fiscal year met four times.

The Proxy Committee is composed of at least two Directors who are not “interested persons” of the Fund, and also may include one or more Directors who are partners or employees of Lord Abbett. The current members of the Proxy Committee are three Independent Directors: Messrs. Bush and Neff, and Ms. Hill. The Proxy Committee shall (i) monitor the actions of Lord Abbett in voting securities owned by the Fund; (ii) evaluate the policies of Lord Abbett in voting securities; and (iii) meet with Lord Abbett to review the policies to vote securities, the sources of information used to determine how to vote on particular matters, and the procedures used to determine the votes in any situation where there may be a conflict of interest. During the past fiscal year, the Proxy Committee met three times.

The Nominating and Governance Committee is composed of all the Directors who are not “interested persons” of the Fund. Among other things, the Nominating and Governance Committee is responsible for (i) evaluating and nominating individuals to serve as Independent Directors and as committee members; and (ii) periodically reviewing director/trustee compensation. During the past fiscal year, the Nominating and Governance Committee met four times. The Nominating and Governance Committee has adopted policies with respect to its consideration of any individual recommended by the Fund’s shareholders to serve as an Independent Director. A shareholder who would like to recommend a candidate may write to the Fund.

 

9


The Contract Committee consists of all Directors who are not “interested persons” of the Fund. The Contract Committee conducts much of the factual inquiry undertaken by the Directors in connection with the Board’s annual consideration of whether to renew the management and other contracts with Lord Abbett and Lord Abbett Distributor. The Contract Committee held two formal meetings during the last fiscal year; in addition, members of the Committee conducted inquiries into the portfolio management approach and results of Lord Abbett, and reported the results of those inquiries to the Nominating and Governance Committee.

Compensation Disclosure

For simplicity, this “Compensation Disclosure” section uses the term “directors/trustees” to refer to Directors of the Fund and to refer to the directors/trustees of all other Lord Abbett-sponsored funds.

The following table summarizes the compensation paid to each of the independent directors/trustees.

The second column of the following table sets forth the compensation accrued by the Fund for independent directors/trustees. The third column sets forth the total compensation paid by all Lord Abbett-sponsored funds to the independent directors/trustees, and amounts payable but deferred at the option of the director/trustee. No director/trustee of the funds associated with Lord Abbett, and no officer of the funds, received any compensation from the funds for acting as a director/trustee or officer.

 

Name of Director/Trustee

   For the Fiscal Year Ended
June 30, 2009
Aggregate Compensation
Accrued by the Fund 1
   For the Year Ended December 31, 2008
Total Compensation Paid by the Fund
and Thirteen Other

Lord Abbett-Sponsored Funds 2

E. Thayer Bigelow

   $ 3,761    $ 256,000

William H.T. Bush

   $ 3,369    $ 229,000

Robert B. Calhoun, Jr.

   $ 3,876    $ 261,000

Julie A. Hill

   $ 3,498    $ 229,000

Franklin W. Hobbs

   $ 3,535    $ 239,000

Thomas J. Neff

   $ 3,541    $ 235,000

James L.L. Tullis

   $ 3,574    $ 239,000

 

  1. Independent directors’/trustees’ fees, including attendance fees for board and committee meetings, are allocated among all Lord Abbett-sponsored funds based on the net assets of each fund. A portion of the fees payable by each fund to its independent directors/trustees may be deferred at the option of a director/trustee under an equity-based plan (the “equity-based plan”) that deems the deferred amounts to be invested in shares of a fund for later distribution to the directors/trustees. In addition, $25,000 of each director’s/trustee’s retainer must be deferred and is deemed invested in shares of a Fund and other Lord Abbett-sponsored funds under the equity-based plan. Of the amounts shown in the second column, the total deferred amounts for the directors/trustees are $389, $689, $3,876, $1,109, $3,535, $3,541, and $499 respectively.

 

  2. The third column shows aggregate compensation, including the types of compensation described in the second column, accrued by all Lord Abbett-sponsored funds during the year ended December 31, 2008, including fees directors/trustees have chosen to defer.

The following chart provides certain information about the dollar range of equity securities beneficially owned by each director/trustee in the Fund and other Lord Abbett-sponsored funds as of December 31, 2008. The amounts shown include deferred compensation to the directors/trustees deemed invested in fund shares. The amounts ultimately received by the directors/trustees under the deferred compensation plan will be directly linked to the investment performance of the funds.

 

10


Name of Director/Trustee

   Dollar Range of Equity
Securities in the Fund
   Aggregate Dollar Range of Equity Securities
in Lord Abbett-Sponsored Funds

Robert S. Dow

   Over $100,000    Over $100,000

Daria L. Foster

   Over $100,000    Over $100,000

E. Thayer Bigelow

   $1 - $10,000    Over $100,000

William H. T. Bush

   $1 - $10,000    Over $100,000

Robert B. Calhoun, Jr.

   $1 - $10,000    Over $100,000

Julie A. Hill

   $1 - $10,000    Over $100,000

Franklin W. Hobbs

   $10,001 - $50,000    Over $100,000

Thomas J. Neff

   $50,001 - $100,000    Over $100,000

James L.L. Tullis

   $1 - $10,000    Over $100,000

Code of Ethics

The directors, trustees and officers of Lord Abbett-sponsored funds, together with the partners and employees of Lord Abbett, are permitted to purchase and sell securities for their personal investment accounts. In engaging in personal securities transactions, however, such persons are subject to requirements and restrictions contained in the Fund’s Code of Ethics which complies, in substance, with Rule 17j-1 under the Act and each of the recommendations of the Investment Company Institute’s Advisory Group on Personal Investing (the “Advisory Group”). Among other things, the Code of Ethics requires, with limited exceptions, that Lord Abbett partners and employees obtain advance approval before buying or selling securities, submit confirmations and quarterly transaction reports, and obtain approval before becoming a director of any company; and it prohibits such persons from (1) investing in a security seven days before or after any Lord Abbett-sponsored fund or Lord Abbett-managed account considers a trade or trades in such security, (2) transacting in a security that the person covers as an analyst or with respect to which the person has participated in a non-public investor meeting with company management within the six months preceding the requested transaction, (3) profiting on trades of the same security within 60 days, (4) trading on material and non-public information, and (5) engaging in market timing activities with respect to the Lord Abbett-sponsored funds. The Code of Ethics imposes certain similar requirements and restrictions on the independent directors and trustees of each Lord Abbett-sponsored fund to the extent contemplated by the recommendations of the Advisory Group.

4.

Control Persons and Principal Holders of Securities

Shareholders beneficially owning 25% or more of outstanding shares may be in control and be able to affect the outcome of certain matters presented for a vote of shareholders. As of October 5, 2009, to the best of our knowledge, no record holders held 25% or more of the Fund’s outstanding shares.

As of October 5, 2009, to the best of our knowledge, the only persons or entities who owned of record or were known by the Fund to own beneficially 5% or more of the specified class of the Fund’s outstanding shares are listed as follows:

 

Name and Address of Beneficial Owner

   Class    Percent of Class  

Edward Jones & Co.

Shareholder Accounting

201 Progress Pkwy.

Maryland Heights, MO 63043

   Class A

Class B

   17.50

16.92


Lord Abbett Distributor LLC

90 Hudson Street

Jersey City, NJ 07302

   Class A    8.54

Citigroup Global Markets Inc.

333 West 34 th St. – 3 rd Floor

New York, NY 10001

   Class B

Class C

   6.06

7.63


 

11


First Clearing LLC

Well Fargo Advisors LLC

2801 Market Street

St. Louis, MO 63103

   Class B

Class C

   8.93

7.35


Lord Abbett 401(k) Retirement Plan

f/b/o Howard E. Hansen

62 Holton Lane

Essex Fells, NJ 07021

   Class I    5.00

Lord Abbett 401(k) Retirement Plan

f/b/o Eileen Banko

90 Hudson Street

Jersey City, NJ 07302

   Class I    5.70

As of October 5, 2009, the Fund’s officers and Directors, as a group, owned 3.02% of the outstanding Class A shares and less than 1.00% of each class of the Fund’s outstanding Class B, C, and I shares.

5.

Investment Advisory and Other Services

Investment Adviser

As described under “Management” in the prospectus, Lord Abbett is the Fund’s investment adviser. Lord Abbett is a privately held investment manager. The address of Lord Abbett is 90 Hudson Street, Jersey City, NJ 07302-3973.

Under the Management Agreement between Lord Abbett and the Fund, Lord Abbett is entitled to an annual management fee based on the Fund’s average daily net assets. The management fee is allocated to each class of shares based upon the relative proportion of the Fund’s net assets represented by that class. The management fee is accrued daily and payable monthly at the following annual rate:

0.50% on the first $250 million of average daily net assets;

0.45% on the next $250 million of average daily net assets; and

0.40% of the Fund’s average daily net assets over $500 million.

This fee is allocated among the classes based on the classes’ proportionate share of such average daily net assets. For the fiscal years ended June 30, 2009, 2008, and 2007 the management fees payable to Lord Abbett amounted to $3,045,510, $2,311,130, and $1,973,516, respectively.

Lord Abbett is voluntarily reimbursing a portion of the Fund’s expenses so that the Fund’s net expenses do not exceed an aggregate annualized rate of 0.70% of average daily net assets for Class A shares, 1.45% of average daily net assets for Class B shares, 0.70% of average daily net assets for Class C shares, and 0.70% of average daily net assets for Class I shares. Lord Abbett is also voluntarily reimbursing Class B shares to the extent necessary so that Class B shares maintain at least a 0.00% distribution yield.

In addition, Lord Abbett is voluntarily reimbursing Class A, C, and I shares to the extent necessary so that Class A, C and I shares maintain at least a 0.02% distribution yield. Taking into account these yield-related voluntary reimbursements, the net Total Operating Expenses may be lower than indicated above. Lord Abbett may stop any voluntary reimbursement or change the level of its reimbursement at any time.

The Fund pays all expenses attributable to its operations not expressly assumed by Lord Abbett, including, without limitation, 12b-1 expenses, Independent Directors’ fees and expenses, association membership dues, legal and auditing fees, taxes, transfer and dividend disbursing agent fees, shareholder servicing costs, expenses relating to shareholder meetings, expenses of registering its shares under federal and state securities laws, expenses of preparing, printing and mailing prospectuses and shareholder reports to existing shareholders, insurance premiums, and other expenses connected with executing portfolio transactions.

 

12


Administrative Services

Pursuant to an Administrative Services Agreement with the Fund, Lord Abbett provides certain administrative services not involving the provision of investment advice to the Fund. Under the Agreement, the Fund pays Lord Abbett a monthly fee, based on average daily net assets for each month, at an annual rate of 0.04%. The administrative services fee is allocated to each class of shares based upon the relative proportion of the Fund’s net assets represented by that class.

The administrative services fees paid to Lord Abbett by the Fund for the last three fiscal years ended June 30 were as follows:

 

2009   2008   2007
$267,051   $ 194,528   $ 164,312

Principal Underwriter

Lord Abbett Distributor LLC, a New York limited liability company and a subsidiary of Lord Abbett, 90 Hudson Street, Jersey City, NJ 07302-3973, serves as the principal underwriter for the Fund.

Custodian and Accounting Agent

State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111-2900, is the Fund’s custodian. The custodian pays for and collects proceeds of securities bought and sold by the Fund and attends to the collection of principal and income. In addition, State Street Bank and Trust Company performs certain accounting and recordkeeping functions relating to portfolio transactions and calculates the Fund’s net asset value.

Transfer Agent

DST Systems, Inc., 210 West 10 th St., Kansas City, MO 64106, serves as the transfer agent and dividend disbursing agent pursuant to a Transfer Agency Agreement for the Fund.

Independent Registered Public Accounting Firm

Deloitte & Touche LLP, Two World Financial Center, New York, NY 10281, is the independent registered public accounting firm of the Fund and must be approved at least annually by the Fund’s Board to continue in such capacity. Deloitte & Touche LLP performs audit services for the Fund, including the examination of financial statements included in the Fund’s annual report to shareholders.

6.

Brokerage Allocations and Other Practices

The Fund expects that purchases and sales of portfolio securities usually will be principal transactions. Portfolio securities normally will be purchased directly from the issuer or from an underwriter or market maker for the securities. The Fund usually will not pay brokerage commissions for such purchases, and no brokerage commissions have been paid over the last three fiscal years. Purchases from underwriters of portfolio securities will include a commission or concession paid by the issuer to the underwriter and purchases from dealers serving as market makers will include a dealer’s markup. Decisions as to the purchase and sale of portfolio securities are made by Lord Abbett. Normally, the selection is made by traders, who may be officers of the Fund and are also employees of Lord Abbett. They do the trading as well for other accounts—investment companies and other clients—managed by Lord Abbett. They are responsible for obtaining best execution.

The Fund’s policy is to have purchases and sales of portfolio securities executed at the most favorable prices, considering all costs of the transaction, including brokerage commissions and dealer markups and markdowns, consistent with obtaining best execution. This policy governs the selection of dealers. No commitments are made regarding the allocation of brokerage business to or among broker-dealers.

When, in the opinion of Lord Abbett, two or more broker-dealers (either directly or through their correspondent clearing agents) are in a position to obtain the best price and execution, preference may be given to brokers who have provided investment research, statistical, or other related services to the Fund.

 

13


7.

Classes of Shares

The Fund offers investors different classes of shares. The different classes of shares represent investments in the same portfolio of securities but are subject to different expenses. Investors should read this section carefully to determine which class represents the best investment option for their particular situation.

All classes of shares have equal noncumulative voting rights and equal rights with respect to dividends, assets and liquidation, except for certain class-specific expenses. They are fully paid and nonassessable when issued and have no preemptive or conversion rights. Additional classes, series, or funds may be added in the future. The Act requires that where more than one class, series, or fund exists, each class, series, or fund must be preferred over all other classes, series, or funds in respect of assets specifically allocated to such class, series, or fund.

Rule 18f-2 under the Act provides that any matter required to be submitted, by the provisions of the Act or applicable state law, or otherwise, to the holders of the outstanding voting securities of an investment company shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each class affected by such matter. Rule 18f-2 further provides that a class shall be deemed to be affected by a matter, unless the interests of each class, series, or fund in the matter are substantially identical or the matter does not affect any interest of such class, series, or fund. However, Rule 18f-2 exempts the selection of the independent registered public accounting firm, the approval of a contract with a principal underwriter, and the election of directors from the separate voting requirements.

The Fund’s By-Laws provide that the Fund shall not hold an annual meeting of its shareholders in any year unless the election of directors is required to be acted on by shareholders under the Act, or unless called by a majority of the Board or by shareholders holding at least one quarter of the stock of the Fund outstanding and entitled to vote at the meeting. A special meeting may be held if called by the President, by a majority of the Board of Directors, or by shareholders holding at least one quarter of the stock of the Fund outstanding and entitled to vote at the meeting.

Conversions of Class B Shares. The conversion of Class B shares after approximately the eighth anniversary of their purchase is subject to the continuing availability of a private letter ruling from the Internal Revenue Service, or an opinion of counsel or tax advisor, to the effect that the conversion of Class B shares does not constitute a taxable event for the holder 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. Although Class B shares could then be exchanged for Class A shares on the basis of relative net asset value of the two classes, without the imposition of a sales charge or fee, such exchange could constitute a taxable event for the holder.

Class I Shares. If you buy Class I shares, you pay no sales charges or 12b-1 service or distribution fees.

Rule 12b-1 Plan

The Fund has adopted an Amended and Restated Joint Distribution Plan pursuant to Rule 12b-1 under the Act for all of the Fund’s share classes except Class I (the “Plan”). The principal features of the Plan are described in the prospectus; however, this SAI contains additional information that may be of interest to investors. The Plan is a compensation plan, allowing each applicable class to pay a fixed fee to Lord Abbett Distributor that may be more or less than the expenses Lord Abbett Distributor actually incurs for using reasonable efforts to secure purchasers of Fund shares. These efforts may include, but neither are required to include nor are limited to, the following: (a) making payments to Authorized Institutions in connection with sales of shares and/or servicing of accounts of shareholders holding shares; (b) providing continuing information and investment services to shareholder accounts not serviced by Authorized Institutions receiving a service fee from the Distributor hereunder and otherwise to encourage shareholder accounts to remain invested in the shares; and (c) otherwise rendering service to the Fund, including paying and financing the payment of sales commissions, service fees and other costs of distributing and selling shares. In adopting the Plan and in approving its continuance, the Board has concluded that there is a reasonable likelihood that the Plan will benefit each applicable class and its shareholders. The expected benefits include greater sales and lower redemptions of class shares, which should allow each class to maintain a consistent cash flow, and a higher quality of service to shareholders by authorized institutions than would otherwise be the case. Under the Plan, each applicable class compensates Lord Abbett Distributor for financing activities primarily intended to sell shares of the Fund. These activities include, but are not limited to, the preparation and distribution of advertising material and sales literature and other marketing activities.

 

14


Lord Abbett Distributor also uses amounts received under the Plan, as described in the prospectus, for payments to dealers and other agents for (i) providing continuous services to shareholders, such as answering shareholder inquiries, maintaining records, and assisting shareholders in making redemptions, transfers, additional purchases and exchanges and (ii) their assistance in distributing shares of the Fund.

The Fund currently is not making payments of Rule 12b-1 fees under the Plan as to Class A shares or Class C shares. The Fund is making annual distribution fee payments under the Plan (0.75% of the average daily net asset value of the Class B shares) as to Class B shares. The amounts paid by the Fund to Lord Abbett Distributor pursuant to the Plan for Class B shares for the fiscal year ended June 30, 2009 totaled $438,024. Lord Abbett Distributor forwarded such amounts as payments to dealers and other agents under the Plan.

The Plan requires the Board to review, on a quarterly basis, written reports of all amounts expended pursuant to the Plan for each class, the purposes for which such expenditures were made, and any other information the Board reasonably requests to enable it to make an informed determination of whether the Plan should be continued. The Plan shall continue in effect only if its continuance is specifically approved at least annually by vote of the Directors, including a majority of the Directors who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan (“Outside Directors”), cast in person at a meeting called for the purpose of voting on the Plan. The Plan may not be amended to increase materially above the limits set forth therein the amount spent for distribution expenses thereunder for each class without approval by a majority of the outstanding voting securities of the applicable class and the approval of a majority of the Directors including a majority of the Outside Directors. As long as the Plan is in effect, the selection or nomination of Outside Directors is committed to the discretion of the Outside Directors.

Payments made pursuant to the Plan are subject to any applicable limitations imposed by rules of the Financial Industry Regulatory Authority. The Plan terminates automatically if it is assigned. In addition, the Plan may be terminated with respect to a class at any time by vote of a majority of the Independent Directors or by vote of a majority of the outstanding voting securities of the applicable class.

One Director, Thomas J. Neff, may be deemed to have an indirect financial interest in the operation of the Plan. Mr. Neff, an Independent Director of the Fund, also is a director of Hewitt Associates, Inc. and owns less than 0.02% of the outstanding shares of Hewitt Associates, Inc. Hewitt Associates is a global human resources outsourcing and consulting firm with approximately $3.2 billion in revenue in fiscal 2008. Hewitt Financial Services LLC, a subsidiary of Hewitt Associates, Inc., may receive payments from the Plan of the Fund and/or other Lord Abbett-sponsored funds. In the twelve months ended October 31, 2008, Hewitt Financial Services LLC received 12b-1 payments totaling approximately $593,494 from all of the Lord Abbett-sponsored funds in the aggregate.

Contingent Deferred Sales Charge (“CDSC”) . A CDSC is imposed with respect to those shares of the Fund exchanged for shares of another Lord Abbett-sponsored fund on which the other fund has paid a 12b-1 fee if such shares are redeemed out of the Fund (a) before the first day of the month in which the one-year anniversary of your purchase falls in the case of Class A shares acquired in exchange for shares in the same class of a Lord Abbett-sponsored fund, (b) within 6 years of their original purchase in the case of Class B shares, or (c) before the first anniversary of the original purchase in the case of Class C shares.

In no event will the amount of the CDSC exceed the Applicable Percentage of the lesser of (i) the net asset value of the shares redeemed or (ii) the original cost of such shares (or of the exchanged shares for which such shares were acquired). No CDSC will be imposed when the investor redeems (i) shares representing an aggregate dollar amount of his or her account, in the case of Class A shares, (ii) that percentage of each share redeemed, in the case of Class B and C shares, derived from increases in the value of the shares above the total cost of shares being redeemed due to increases in net asset value, (iii) shares with respect to which no Lord Abbett-sponsored fund paid a 12b-1 fee and, in the case of Class B shares, Lord Abbett Distributor paid no sales charge or service fee (including shares acquired through reinvestment of dividend income and capital gains distributions), or (iv) shares that, together with exchanged shares, have been held continuously (a) until the first day of the month in which the one-year anniversary of the original purchase falls (in the case of Class A shares), (b) for six years or more (in the case of Class B shares), and (c) for one year or more (in the case of Class C shares). In determining whether a CDSC is payable, (i) shares not subject to the CDSC will be redeemed before shares subject to the CDSC and (ii) of the shares subject to a CDSC, those held the longest will be the first to be redeemed.

 

15


8.

Purchases, Redemptions, Pricing, and Payments to Dealers

Information concerning how we value Fund shares is contained in the prospectus under “Other Information for Fund Investors – Pricing of Fund Shares.”

The Fund’s Board has not adopted policies and procedures that are designed to prevent or stop excessive trading and market timing. Please see the prospectus under “Other Information for Fund Investors- Excessive Trading and Market Timing” for more information.

Under normal circumstances we calculate the net asset value per share for each class of the Fund as of the close of the New York Stock Exchange (“NYSE”) on each day that the NYSE is open for trading by dividing the total net assets of the class by the number of shares of the class outstanding at the time of calculation. The NYSE is closed on Saturdays and Sundays and on days when it observes the following holidays — New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. The NYSE may change its holiday schedule or hours of operation at any time.

We attempt to maintain a net asset value of $1.00 per share for all classes for purposes of sales and redemptions, but there is no assurance that we will be able to do so. Our Board of Directors has determined that it is in the best interests of the Fund and its shareholders to value our portfolio securities under the amortized cost method of securities valuation pursuant to Rule 2a-7 under the Act so long as that method fairly reflects the Fund’s market-based net asset value. Rule 2a-7, as amended, contains certain maturity, diversification and quality requirements that apply to any fund employing the amortized cost method in reliance on the Rule and to any registered investment company which, like the Fund, holds itself out as a money market fund.

Dividends. For each class, net income, if any, will be declared as a dividend daily and payable monthly. Net income consists of (1) all interest income and discount earned (including original issue discount and market discount) less (2) a provision for all expenses, including class-specific expenses, plus or minus (3) all short-term realized gains and losses on portfolio assets. If a class’s net investment income is negative on any day, the Fund will not pay a dividend on the class on that day and may resume paying dividends only when, on a future date, the undistributed net investment income of the class is positive.

Distributions will be reinvested in Fund shares unless you instruct the Fund to pay them to you in cash. For distributions payable on accounts other than those held in the name of your dealer, if you instruct the Fund to pay your distributions in cash, and the Post Office is unable to deliver one or more of your checks or one or more of your checks remains uncashed for a certain period, the Fund reserves the right to reinvest your checks in your account at the NAV on the day of the reinvestment following such period. In addition, the Fund reserves the right to reinvest all subsequent distributions in additional Fund shares in your account. No interest will accrue on checks while they remain uncashed before they are reinvested or on amounts represented by uncashed redemption checks.

Telephone and Online Exchange Privileges. Shares of any class of the Fund may be exchanged for those in the same class of any other Lord Abbett-sponsored fund available to investors at the time of the transaction, except for (i) Lord Abbett Series Fund (“LASF”) and (ii) certain single-state tax-free series and funds where the exchanging shareholder is a resident of a state in which such series or fund is not offered for sale. Class C shares of the Fund may be acquired only by exchange for shares in the same class of any eligible Lord Abbett-sponsored fund. Class A, B, and I shares of the Fund may be acquired either by such an exchange or by direct purchase.

You or your investment professional, with proper identification, can instruct the Fund to exchange by telephone. If you have direct account access privileges, you may instruct the Fund to exchange your shares by submitting a request online. Exchanges for shares of any eligible Lord Abbett-sponsored fund will be based on the relative net asset values of the shares exchanged, without a sales charge in most cases. Class A shares purchased directly from the Fund may be exchanged for Class A shares of an eligible Lord Abbett-sponsored fund. Therefore, a sales charge will be payable on exchanges for shares of any eligible fund in the Lord Abbett Family of Funds in accordance with the prospectus of that fund if the Class A shares being exchanged were purchased directly from the Fund (not including shares described under “Div-Move” below). Instructions for the exchange must be received by the Fund in Kansas City before the close of the NYSE to obtain the other fund’s net asset value per share calculated on that day. Securities dealers may charge

 

16


for their services in expediting exchange transactions. Before making an exchange you should read the prospectus of the other fund which is available from your securities dealer or Lord Abbett Distributor. An “exchange” is effected through the redemption of Fund shares and the purchase of shares of such other Lord Abbett-sponsored fund. Exercise of the exchange privilege will be treated as a sale for federal income tax purposes, and, depending on the circumstances, a capital gain or loss may be recognized. This privilege may be modified or terminated at any time.

You should not view the exchange privilege as a means for taking advantage of short-term swings in the market, and the Fund reserves the right to terminate or limit the privilege of any shareholder who makes frequent exchanges.

Redemptions. A redemption order is in proper form when it contains all of the information and documentation required by the order form or otherwise by Lord Abbett Distributor or the Fund to carry out the order. The signature(s) and any legal capacity of the signer(s) must be guaranteed by an eligible guarantor. See the prospectus for expedited redemption procedures.

Redemptions may be suspended or payment postponed during any period in which any of the following conditions exist: the NYSE is closed or trading on the NYSE is restricted; an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Fund to fairly determine the value of the net assets of its portfolio; or the SEC, by order, so permits.

Redemptions and repurchases are taxable transactions for shareholders that are subject to U.S. federal income tax. The net asset value per share received upon redemption or repurchase may be more or less than the cost of shares to an investor, depending on the market value of the portfolio at the time of redemption or repurchase.

The Board may authorize redemption of all of the shares in any account in which there are fewer than 500 shares. Before authorizing such redemption, the Board must determine that it is in our economic best interest or necessary to reduce disproportionately burdensome expenses in servicing shareholder accounts. At least 60 days’ prior written notice will be given before any such redemption, during which time shareholders may avoid redemption by bringing their accounts up to the minimum set by the Board.

Shareholder Programs and Retirement Plans. We have several programs available to shareholders. These include automatic subsequent investments of $50 or more from your checking account, a systematic withdrawal plan, cash payments of monthly dividends to a designated third party and expedited exchanges among the Lord Abbett-sponsored funds. Forms are available from the Fund or Lord Abbett.

Div-Move. Under the Div-Move service described in the prospectus, you can invest the dividends paid on your account of any class into an existing account of the same class in any other Eligible Fund. The account must either be your account, a joint account for you and your spouse, a single account for your spouse, or a custodial account for your minor child under the age of 21. You should read the prospectus of the other fund before investing.

Invest-A-Matic. The Invest-A-Matic method of investing in the Fund and/or any other Eligible Fund is described in the prospectus. To avail yourself of this method you must complete the application form, selecting the time and amount of your bank checking account withdrawals and the funds for investment, include a voided, unsigned check and complete the bank authorization.

Systematic Withdrawal Plan. The Systematic Withdrawal Plan (“SWP”) also is described in the prospectus. You may establish an SWP if you own or purchase uncertificated shares having a current offering price value of at least $10,000 in the case of Class A or C shares and $25,000 in the case of Class B shares, except in the case of an SWP established for certain Retirement and Benefit Plans, for which there is no minimum. Lord Abbett prototype retirement plans have no such minimum. With respect to Class B and C shares, the CDSC will be waived on redemptions of up to 12% per year of the current value of your account at the time the SWP is established. For Class B share redemptions over 12% per year, the CDSC will apply to the entire redemption. Therefore, please contact the Fund for assistance in minimizing the CDSC in this situation. With respect to Class C shares, the CDSC will be waived on and after the first anniversary of their purchase. The SWP involves the planned redemption of shares on a periodic basis by receiving either fixed or variable amounts at periodic intervals. Because the value of shares redeemed may be more or less than their cost, gain or loss may be recognized for income tax purposes on each periodic payment. Normally, you may not make regular investments at the same time you are receiving systematic withdrawal payments because it is not in your interest to pay a sales charge on new investments when, in effect, a portion of that new investment is soon withdrawn. The minimum investment accepted while a withdrawal plan is in effect is $1,000. The SWP may be terminated by you or by us at any time by written notice.

 

17


Retirement Plans. The prospectus indicates the types of retirement plans for which Lord Abbett provides forms and explanations. Lord Abbett makes available the retirement plan forms, including 401(k) plans and custodial agreements for IRAs (Individual Retirement Accounts, including Traditional, Education, Roth, and SIMPLE IRAs and Simplified Employee Pensions), 403(b) plans and qualified pension and profit-sharing plans. The forms name State Street Bank and Trust Company as custodian and contain specific information about the plans, excluding 401(k) plans. Explanations of the eligibility requirements, annual custodial fees and allowable tax advantages and penalties are set forth in the relevant plan documents. Adoption of any of these plans should be on the advice of your legal counsel or qualified tax advisor.

Purchases through Financial Intermediaries. The Fund and/or Lord Abbett Distributor have authorized one or more agents to receive on its behalf purchase and redemption orders. Such agents are authorized to designate other intermediaries to receive purchase and redemption orders on behalf of the Fund or Lord Abbett Distributor. The Fund will be deemed to have received a purchase or redemption order when an authorized agent or, if applicable, an agent’s authorized designee, receives the order. The order will be priced at the Fund’s net asset value next computed after it is received by the Fund’s authorized agent, or if applicable, the agent’s authorized designee. A Financial Intermediary may charge transaction fees on the purchase and/or sale of Fund shares.

Revenue Sharing and Other Payments to Dealers and Financial Intermediaries. As described in the Fund’s prospectus, Lord Abbett or Lord Abbett Distributor, in its sole discretion, at its own expense and without cost to the Fund or shareholders, also may make payments to dealers and other firms authorized to accept orders for Fund shares (collectively, “Dealers”) in connection with marketing and/or distribution support for Dealers, shareholder servicing, entertainment, training and education activities for the Dealers, their investment professionals and/or their clients or potential clients, and/or the purchase of products or services from such Dealers. Some of these payments may be referred to as revenue sharing payments. As of the date of this SAI, the Dealers to whom Lord Abbett or Lord Abbett Distributor has agreed to make revenue sharing payments (not including payments for entertainment, and training and education activities for the Dealers, their investment professionals and/or their clients or potential clients) with respect to the Fund and/or other Lord Abbett Funds were as follows:

 

AIG SunAmerica Life Assurance Company  
Allstate Life Insurance Company   Mass Mutual Life Investors Services, Inc.
Allstate Life Insurance Company of New York   Merrill Lynch Life Insurance Company
B.C. Ziegler and Company   Merrill Lynch, Pierce, Fenner & Smith Incorporated (and/or
Bank of America   certain of its affiliates)
Bodell Overcash Anderson & Co., Inc.   MetLife Securities, Inc.
Cadaret, Grant & Co., Inc.   Morgan Stanley & Co. Incorporated
Citigroup Global Markets, Inc.   Nationwide Investment Services Corporation
Commonwealth Financial Network   PHL Variable Insurance Company
Edward D. Jones & Co., L.P.   Phoenix Life and Annuity Company
Family Investors Company   Phoenix Life Insurance Company
Fidelity Brokerage Services, LLC   Protective Life Insurance Company
First SunAmerica Life Insurance Company   RBC Dain Rauscher
First Allied Securities, Inc.   RBC Insurance d/b/a Liberty Life Insurance
Genworth Life & Annuity Insurance Company   Raymond James & Associates, Inc.
Hartford Life and Annuity Insurance Company   Raymond James Financial Services, Inc.
Hartford Life Insurance Company   Sun Life Assurance Company of Canada
James I. Black & Co.   Sun Life Insurance and Annuity Company of New York
Janney Montgomery Scott   UBS Financial Services Inc.
Lincoln Life & Annuity Company of New York   US Bancorp
Lincoln National Life Insurance Company   Wells Fargo Advisors
LPL Financial   Woodbury Financial Services, Inc.

For more specific information about any revenue sharing payments made to your Dealer, you should contact your investment professional. See “Financial Intermediary Compensation” in the Fund’s prospectus for further information.

 

18


The Lord Abbett Funds understand that, in accordance with guidance from the U.S. Department of Labor, Retirement and Benefit Plans, sponsors of qualified retirement plans and/or recordkeepers may be required to use the fees they (or, in the case of recordkeepers, their affiliates) receive for the benefit of the Retirement and Benefit Plans or the Investors. This may take the form of recordkeepers passing the fees through to their clients or reducing the clients’ charges by the amount of fees the recordkeeper receives from mutual funds.

Thomas J. Neff, an Independent Director of the Fund, is a director of Hewitt Associates, Inc. and owns less than 0.02% of the outstanding shares of Hewitt Associates, Inc. Hewitt Associates is a global human resources outsourcing and consulting firm with approximately $3.2 billion in revenue in fiscal 2008. Hewitt Associates LLC, a subsidiary of Hewitt Associates, Inc., may receive recordkeeping payments from the Fund and/or other Lord Abbett-sponsored funds. In the twelve months ended October 31, 2008, Hewitt Associates LLC received recordkeeping payments totaling approximately $452,090 from all of the Lord Abbett-sponsored funds in the aggregate.

Redemptions in Kind. Under circumstances in which it is deemed detrimental to the best interests of the Fund’s shareholders to make redemption payments wholly in cash, the Fund may pay any portion of a redemption in excess of the lesser of $250,000 or 1% of the Fund’s net assets by a distribution in kind of readily marketable securities in lieu of cash. The Fund presently has no intention to make redemptions in kind under normal circumstances, unless specifically requested by a shareholder.

9.

Taxation of the Fund

The Fund has elected, has qualified, and intends to continue to qualify for the special tax treatment afforded regulated investment companies under the Internal Revenue Code of 1986, as amended (the “Code”). If the Fund continues to qualify for such tax treatment, the Fund will not be liable for U.S. federal income taxes on income and capital gains that the Fund timely distributes to its shareholders. If in any taxable year the Fund fails to qualify, all of its taxable income will be taxed to the Fund at regular corporate rates and when such income is distributed, such distributions will be further taxed at the shareholder level. Assuming the Fund continues to qualify for the favorable tax treatment afford to a regulated investment company, it will be subject to a 4% non-deductible excise tax on certain amounts that are not distributed or treated as having been distributed on a timely basis each calendar year. The Fund intends to distribute to its shareholders each year an amount adequate to avoid the imposition of this excise tax.

The Fund intends to declare and pay as dividends each year substantially all of its net income from investments. Dividends paid by the Fund from its ordinary income or net realized short-term capital gains are taxable as ordinary income, regardless of whether they are received in cash or reinvested in Fund shares. Since the Fund’s income is derived from sources that do not pay qualified dividend income, dividends from the Fund’s net investment income generally will not qualify for taxation at the reduced tax rates available to individuals on qualified dividend income. Dividends paid by the Fund also will not qualify for the dividends-received deduction that might otherwise be available for certain dividends received by corporate shareholders. The Fund does not expect to make any distributions of net long-term capital gains to shareholders.

Distributions paid by the Fund that do not constitute dividends because they exceed the Fund’s current and accumulated earnings and profits will be treated as a return of capital and reduce the tax basis of your Fund shares. To the extent that such distributions exceed the tax basis of your Fund shares, the excess amounts will be treated as gain from the sale of the shares.

Ordinarily, you are required to take distributions by the Fund into account in the year in which they are made. However, a distribution declared as of a record date in October, November, or December of any year and paid during the following January is treated as received by shareholders on December 31 of the year in which it is declared. The Fund will send you annual information concerning the tax treatment of dividends and other distributions paid to you by the Fund.

Redemptions and exchanges of Fund shares for shares of another fund are taxable events for shareholders that are subject to tax, but generally will not result in taxable gain or loss if the Fund successfully maintains a constant net asset value of $1.00 per share. A loss may occur to the extent that a CDSC is imposed in connection with a redemption or an

 

19


exchange. Shareholders should consult their own tax advisors with reference to their individual circumstances to determine whether any particular transaction in Fund shares is properly treated as a sale for tax purposes, as the following discussion assumes, and the tax treatment of any gains or losses recognized in such transactions. In general, if Fund shares are sold, you will recognize gain or loss equal to the difference, if any, between the amount realized on the sale and your adjusted basis in the shares. Such gain or loss generally will be treated as long-term capital gain or loss if the shares were held for more than one year and otherwise generally will be treated as short-term capital gain or loss. However, if your holding period in your Fund shares is six months or less, any capital loss realized from a sale, exchange, or redemption of such shares must be treated as long-term capital loss to the extent of any capital gain dividends received with respect to such shares. As discussed above, the Fund does not expect to pay any capital gain dividends. Losses on the sale of Fund shares may not be deductible to the extent that within a period beginning 30 days before the date of the sale and ending 30 days after the date of the sale, you acquire other shares in the Fund (including pursuant to reinvestment of dividends and/or capital gain distributions.)

Shareholders that are exempt from U.S. federal income tax, such as retirement plans that are qualified under Section 401 of the Code, generally are not subject to U.S. federal income tax on Fund dividends or distributions or on sales or exchanges of Fund shares unless the acquisition of the Fund shares was debt-financed. However, in the case of Fund shares held through a non-qualified deferred compensation plan, Fund dividends and distributions received by the plan and sales and exchanges of Fund shares by the plan generally are taxable to the employer sponsoring such plan in accordance with the U.S. federal income tax laws governing deferred compensation plans.

A plan participant whose retirement plan invests in the Fund, whether such plan is qualified or not, generally is not taxed on Fund dividends or distributions received by the plan or on sales or exchanges of Fund shares by the plan for U.S. federal income tax purposes. However, distributions to plan participants from a retirement plan account generally are taxable as ordinary income and different tax treatment, including penalties on certain excess contributions and deferrals, certain pre-retirement and post-retirement distributions and certain prohibited transactions, is accorded to accounts maintained as qualified retirement plans. Shareholders and plan participants should consult their tax advisors for more information.

If the Fund invests in certain pay-in-kind securities, zero coupon securities, deferred interest securities or, in general, any other securities with original issue discount (or with market discount if the Fund elects to include market discount in income currently), the Fund generally must accrue income on such investments for each taxable year, which generally will be prior to the receipt of the corresponding cash payments. However, the Fund must distribute, at least annually, all or substantially all of its investment company taxable income, including such accrued income, to shareholders to qualify as a regulated investment company under the Code and avoid U.S. federal income and excise taxes. Therefore, the Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to borrow the cash, to satisfy distribution requirements.

You may be subject to a 28% withholding tax on reportable dividends and redemption payments and exchanges (“backup withholding”). Generally, you will be subject to backup withholding if the Fund does not have your certified Social Security number or other taxpayer identification number on file, or, to the Fund’s knowledge, the number that you have provided is incorrect or backup withholding is applicable as a result of your previous underreporting of interest or dividend income. When establishing an account, you must certify under penalties of perjury that your Social Security number or other taxpayer identification number is correct and that you are not otherwise subject to backup withholding.

The tax rules of the various states of the United States and their local jurisdictions with respect to distributions from the Fund can differ from the U.S. federal income tax rules described above. Many states allow you to exclude from your state taxable income the percentage of dividends derived from certain federal obligations, including interest on some federal agency obligations. Certain states, however, may require that a specific percentage of the Fund’s income be derived from federal obligations before such dividends may be excluded from state taxable income. The Fund may invest some or all of its assets in such federal obligations. The Fund intends to provide to you on an annual basis information to permit you to determine whether Fund dividends derived from interest on federal obligations may be excluded from state taxable income.

The foregoing discussion addresses only the U.S. federal income tax consequences applicable to shareholders who are subject to U.S. federal income tax, hold their shares as capital assets, and are U.S. persons (generally, U.S. citizens or residents (including certain former citizens and former long-term residents), domestic corporations or domestic entities taxed as corporations for U.S. tax purposes, estates the income of which is subject to U.S. federal income taxation

 

20


regardless of its source, and trusts if a court within the United States is able to exercise primary supervision over their administration and at least one U.S. person has the authority to control all substantial decisions of the trusts). The treatment of the owner of an interest in an entity that is a pass-through entity for U.S. tax purposes (e.g., partnerships and disregarded entities) and that owns Fund shares will generally depend upon the status of the owner and the activities of the pass-through entity. Except as otherwise provided, this description does not address the special tax rules that may be applicable to particular types of investors, such as financial institutions, insurance companies, securities dealers, or tax-exempt or tax-deferred plans, accounts or entities. If you are not a U.S. person or are the owner of an interest in a pass-through entity that owns Fund shares, you should consult your tax advisor regarding the U.S. and foreign tax consequences of the ownership of Fund shares, including the applicable rate of U.S. withholding tax on amounts treated as ordinary dividends from the Fund (other than certain dividends derived from short-term capital gains and qualified interest income of the Fund, for taxable years of the Fund commencing prior to January 1, 2010, provided that the Fund chooses to make a specific designation relating to such dividends), and the applicability of U.S. gift and estate taxes.

Because everyone’s tax situation is unique, you should consult your tax advisor regarding the treatment of distributions under the federal, state, local, and foreign tax rules that apply to you.

10.

Underwriter

Lord Abbett Distributor LLC, a New York limited liability company and subsidiary of Lord Abbett, 90 Hudson Street, Jersey City, NJ 07302-3973, serves as the principal underwriter for the Fund. The Fund has entered into a distribution agreement with Lord Abbett Distributor, under which Lord Abbett Distributor is obligated to use its best efforts to find purchasers for the shares of the Fund, and to make reasonable efforts to sell Fund shares on a continuous basis so long as, in Lord Abbett Distributor’s judgment, a substantial distribution can be obtained by reasonable efforts.

11.

Financial Statements

The financial statements incorporated herein by reference from the Fund’s 2009 annual report to shareholders have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference, and has been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.

 

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APPENDIX A

FUND PORTFOLIO INFORMATION RECIPIENTS

The following is a list of the third parties that are eligible to receive portfolio holdings or related information pursuant to ongoing arrangements under the circumstances described above under Investment Policies – Policies and Procedures Governing Disclosure of Portfolio Holdings:

 

    

Portfolio Holdings*

Abel/Noser Corp.    Monthly
Base-Two Investment Systems, Inc.    Daily
Becker, Burke Associates    Monthly
Bell GlobeMedia Publishing Co.    Monthly
Berthel Schutter    Monthly
Bloomberg L.P.    Daily
Branch Bank and Trust    Upon Request
Callan Associates Inc.    Monthly
Cambridge Associates LLC    Monthly
Cardinal Investment Advisors LLC    Upon Request
Citigroup/The Yield Book, Inc.    Daily
CJS Securities, Inc.    Daily
CL King & Associates    Monthly
Concord Advisory Group Ltd.    Monthly
Curcio Webb    Monthly
Deloitte & Touche LLP    Annually
DeMarche Associates, Inc.    Upon Request
Edward D. Jones & Co., L.P.    Monthly
Evaluation Associates, LLC    Monthly
FactSet Research Systems, Inc.    Daily
Financial Model Co. (FMC)    Daily
Frank Russell Company    Upon Request
Fund Evaluation Group, LLC    Quarterly
Hartland & Co.    Monthly
Inforlago IT Ltd.    Upon Request
ING Life Insurance and Annuity Company / ING Insurance Company of America    Upon Request
Institutional Shareholder Services, Inc. (ISS)    Daily
Investortools Inc.    Daily
Jefferies & Co., Inc.    Monthly
Jeffrey Slocum & Associates, Inc.    Monthly
John Hancock Financial Services    Upon Request
JP Morgan Securities, Inc.    Monthly
Kirkpatrick & Lockhart Preston Gates Ellis LLP (counsel to Lord, Abbett & Co. LLC)    Upon Request
LCG Associates, Inc.    Upon Request
Lipper Inc., a Reuters Company (tech)    Monthly
Longbow Research    Monthly
Louise Yamada Technical Research Advisors, LLC    Upon Request
Marquette Associates    Upon Request

 

A-1


    

Portfolio Holdings*

Mercer HR Services LLC    Monthly
Merrill Lynch, Pierce, Fenner & Smith, Inc.    Monthly
Morningstar Associates, Inc., Morningstar, Inc.    Daily
MSCI Barra    Daily
Natixis Bleichroeder, Inc.    Upon Request
Nock, Inc.    Daily
Prime Buchholz & Associates, Inc.    Upon Request
Princeton Financial Systems, Inc.    Upon Request
Rabil Stock Research, LLC    Upon Request
RBC Capital Markets Corporation    Upon Request
Reuters America LLC    Daily
Robert W. Baird & Co. Incorporated    Upon Request
Rocaton Investment Advisors, LLC    Monthly
Rogerscasey    Monthly
SG Constellation LLC    Daily
Sidoti & Company, LLC    Upon Request
Standard & Poor’s    Monthly
State Street Corporation    Daily
Stifel, Nicholaus & Co. Inc.    Quarterly
Stratford Advisory Group. Inc.    Upon Request
Sungard Expert Solutions, Inc.    Daily
The Marco Consulting Group    Monthly
Wall Street Source    Daily
Watershed Investment Consultants    Quarterly
Watson Wyatt Worldwide    Monthly
Wilmer Cutler Pickering Hale and Dorr LLP    Upon Request

 

* The Fund may provide its portfolio holdings to (a) third parties that render services to the Fund relating to such holdings (i.e., pricing vendors, ratings organizations, custodians, external administrators, independent registered public accounting firms, counsel, etc.) as appropriate to the service being provided to the Fund, on a daily, monthly, calendar quarterly or annual basis, and (b) third party consultants on a daily, monthly or calendar quarterly basis for the purpose of performing their own analyses with respect to the Fund within one day following each calendar period end.

 

A-2


PART C

OTHER INFORMATION

 

Item 28. Exhibits

 

(a) (i) Articles of Restatement dated October 27, 1998. Incorporated by reference to Post-Effective Amendment No. 24 filed on October 28, 1998.

(ii) Articles Supplementary to Articles of Incorporation dated August 19, 2002. Incorporated by reference to Post-Effective Amendment No. 30 filed on October 27, 2003.

(iii) Articles of Amendment to Articles of Incorporation dated September 19, 2003. Incorporated by reference to Post-Effective Amendment No. 30 filed on October 27, 2003.

(iv) Articles Supplementary to Articles of Incorporation dated August 11, 2004 (Class Y). Incorporated by reference to Post-Effective Amendment No. 31 filed on August 19, 2004.

(v) Articles of Amendment to Articles of Incorporation dated August 30, 2007. Incorporated by reference to Post-Effective Amendment No. 36 filed on October 29, 2007.

(vi) Articles Supplementary to Articles of Incorporation dated October 23, 2008. Filed herein.

 

(b) By-Laws . Amended and Restated By-Laws (dated 4/20/2004). Incorporated by reference to Post-Effective Amendment No. 31 filed on August 19, 2004.

 

(c) Instruments Defining Rights of Security Holders . Not applicable.

 

(d) Investment Advisory Contracts, Management Agreement . Incorporated by reference to Post-Effective Amendment No. 23 filed on October 31, 1997.

 

(e) Underwriting Contracts . Distribution Agreement. Incorporated by reference to Post-Effective Amendment No. 27 filed on October 31, 2000.

 

(f) Bonus or Profit Sharing Contracts . Equity Based Plans for Non-Interested Person Directors and Trustees of Lord Abbett Funds as amended and restated as of June 19, 2000. Incorporated by reference to Post-Effective Amendment No. 28 filed on October 30, 2001.

 

(g) Custody Agreement dated November 1, 2001 (including amendments through December 10, 2008). Filed herein.

 

(h) Other Material Contracts .

(i) Transfer Agency Agreement dated July 1, 2004 (including amendments through December 10, 2008). Filed herein.

(ii) Administrative Services Agreement dated December 12, 2002 (including amendments #1– #13). Filed herein.

 

(i) Legal Opinion . Consent of Wilmer Cutler Pickering Hale and Dorr LLP. Filed herein.

 

(j) Other Opinion . Consent of Deloitte & Touche, LLP. Filed herein.

 

(k) Omitted Financial Statements . Not applicable.

 

(l) Initial Capital Agreements . Not applicable.


(m) Rule 12b-1 Plan .

Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement for Lord Abbett Family of Funds dated August 10, 2007 with Schedule A and Schedule B as of December 10, 2008. Filed herein.

 

(n) Rule 18f-3 Plan .

Amended and Restated Rule 18f-3 Plan with Schedule A as of December 10, 2008 pursuant to Rule 18f-3(d) under the Investment Company Act of 1940, as amended. Filed herein.

 

(o) Reserved .

 

(p) Code of Ethics dated September 2008 . Incorporated by reference to Post-Effective Amendment No. 37 filed on October 28, 2008.

 

Item 29. Persons Controlled by or Under Common Control with Registrant

None.

 

Item 30. Indemnification

The Registrant is incorporated under the laws of the State of Maryland and is subject to Section 2-418 of the Corporations and Associations Article of the Annotated Code of the State of Maryland controlling the indemnification of directors and officers.

The general effect of these statutes is to protect officers, directors and employees of the Registrant against legal liability and expenses incurred by reason of their positions with the Registrant. The statutes provide for indemnification for liability for proceedings not brought on behalf of the corporation and for those brought on behalf of the corporation, and in each case place conditions under which indemnification will be permitted, including requirements that the officer, director or employee acted in good faith. Under certain conditions, payment of expenses in advance of final disposition may be permitted. The By-laws of the Registrant, without limiting the authority of the Registrant to indemnify any of its officers, employees or agents to the extent consistent with applicable law, make the indemnification of its directors mandatory subject only to the conditions and limitations imposed by the above- mentioned Section 2-418 of Maryland law and by the provisions of Section 17(h) of the Investment Company Act of 1940 as interpreted and required to be implemented by SEC Release No. IC-11330 of September 4, 1980.

In referring in its By-laws to, and making indemnification of directors subject to the conditions and limitations of, both Section 2-418 of the Maryland law and Section 17(h) of the Investment Company Act of 1940, the Registrant intends that conditions and limitations on the extent of the indemnification of directors imposed by the provisions of either Section 2-418 or Section 17(h) shall apply and that any inconsistency between the two will be resolved by applying the provisions of said Section 17(h) if the condition or limitation imposed by Section 17(h) is the more stringent. In referring in its By-laws to SEC Release No. IC-11330 as the source for interpretation and implementation of said Section 17(h), the Registrant understands that it would be required under its By-laws to use reasonable and fair means in determining whether indemnification of a director should be made and undertakes to use either (1) a final decision on the merits by a court or other body before whom the proceeding was brought that the person to be indemnified (“indemnitee”) was not liable to the Registrant or to its security holders by reason of willful malfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office (“disabling conduct”) or (2) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the indemnitee was not liable by reason of such disabling conduct, by (a) the vote of a majority of a quorum of directors who are neither “interested persons” as defined in the Investment Company Act of 1940 (“1940 Act”) of the Registrant nor parties to the proceeding, or (b) an independent legal counsel in a written opinion. Also, the Registrant will make advances of attorneys’ fees or other expenses incurred by a director in his defense only if (in addition to his undertaking to repay the advance if he is not ultimately entitled to indemnification) (1) the indemnitee provides a security for his undertaking, (2) the Registrant shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the non-interested, non-party directors of the Registrant, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts, that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification.


Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expense incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

In addition, the Registrant maintains a directors’ and officers’ errors and omissions liability insurance policy protecting directors and officers against liability for breach of duty, negligent act, error or omission committed in their capacity as directors or officers. The policy contains certain exclusions, among which is exclusion from coverage for active or deliberate dishonest or fraudulent acts and exclusion for fines or penalties imposed by law or other matters deemed uninsurable.

 

Item 31. Business and Other Connections of Investment Adviser

Adviser – Lord, Abbett & Co. LLC

Lord, Abbett & Co. LLC is the investment adviser of the Registrant and provides investment management services to the Lord Abbett Family of Funds and to various pension plans, institutions and individuals.

Set forth below is information relating to the business, profession, vocation or employment of a substantial nature that each partner of the adviser, is or has been engaged in within the last two fiscal years for his/her own account in the capacity of director, officer, employee, partner or trustee of Lord Abbett. The principal business address of each partner is c/o Lord, Abbett & Co. LLC, 90 Hudson Street, Jersey City, NJ 07302-3973.

None.

 

Item 32. Principal Underwriter

 

  (a) Lord Abbett Distributor LLC serves as principal underwriter for the Registrant. Lord Abbett Distributor LLC also serves as principal underwriter for the following registered open-end investment companies sponsored by Lord, Abbett & Co. LLC:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Lord Abbett Investment Trust

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.

Lord Abbett Municipal Income Trust

Lord Abbett Research Fund, Inc.

Lord Abbett Securities Trust

Lord Abbett Series Fund, Inc.

Lord Abbett Stock Appreciation Fund


  (b) Lord Abbett Distributor LLC is a wholly-owned subsidiary of Lord, Abbett & Co. LLC. The principal officers of Lord Abbett Distributor LLC are:

 

Name and Principal

Business Address*

 

Positions and Offices with

Lord Abbett Distributor LLC

 

Positions and Offices

with the Registrant

     

Robert S. Dow

  Chief Executive Officer   Chairman and CEO

Lawrence H. Kaplan

  General Counsel   Vice President and Secretary

Lynn M. Gargano

  Chief Financial Officer   None

James W. Bernaiche

  Chief Compliance Officer   Chief Compliance Officer

 

* Each officer has a principal business address of: 90 Hudson Street, Jersey City, New Jersey 07302

 

  (c) Not applicable

 

Item 33. Location of Accounts and Records

Registrant maintains the records required by Rules 31a-1(a) and (b) and 31a-2(a) under the 1940 Act at its main office.

Lord, Abbett & Co. LLC maintains the records required by Rules 31a-1(f) and 31a-2(e) under the 1940 Act at its main office.

Certain records such as cancelled stock certificates and correspondence may be physically maintained at the main office of Registrant’s Transfer Agent, Custodian, or Shareholder Servicing Agent within the requirements of Rule 31a-3 under the 1940 Act.

 

Item 34. Management Services

None.

 

Item 35. Undertakings

None.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and had duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Jersey City, and State of New Jersey on the 28 th day of October, 2009.

 

LORD ABBETT U.S. GOVERNMENT & GOVERNMENT SPONSORED ENTERPRISES MONEY MARKET FUND, INC.
BY:   /s/    Thomas R. Phillips        
  Thomas R. Phillips
  Vice President & Assistant Secretary
BY:   /s/    Joan A. Binstock        
  Joan A. Binstock
  Chief Financial Officer and Vice President

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signatures

  

Title

 

Date

Robert S. Dow *

  

Chairman, CEO and Director

  October 28, 2009
Robert S. Dow     

Daria L. Foster*

  

President and Director

  October 28, 2009
Daria L. Foster     

E. Thayer Bigelow *

  

Director

  October 28, 2009
E. Thayer Bigelow     

William H. T. Bush*

  

Director

  October 28, 2009
William H. T. Bush     

Robert B. Calhoun, Jr.*

  

Director

  October 28, 2009
Robert B. Calhoun, Jr.     

Julie A. Hill*

  

Director

  October 28, 2009
Julie A. Hill     

Franklin W. Hobbs*

  

Director

  October 28, 2009
Franklin W. Hobbs     

Thomas J. Neff*

  

Director

  October 28, 2009
Thomas J. Neff     

James L.L. Tullis*

  

Director

  October 28, 2009
James L.L. Tullis     

 

* By   /s/    Thomas R. Phillips        
  Thomas R. Phillips
  Attorney – in – Fact


POWER OF ATTORNEY

Each person whose signature appears below on this Registration Statement hereby constitutes and appoints Lawrence H. Kaplan, Lawrence B. Stoller, John K. Forst, and Thomas R. Phillips, each of them, with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all Registration Statements of each Fund enumerated on Exhibit A hereto for which such person serves as a Director/Trustee (including Registration Statements on Forms N-1A and N-14 and any amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signatures

  

Title

 

Date

/s/    Robert S. Dow        

  

Chairman, CEO and Director/Trustee

  July 23, 2009
Robert S. Dow     

/s/    Daria L. Foster        

  

President and Director/Trustee

  July 23, 2009
Daria L. Foster     

/s/    E. Thayer Bigelow        

  

Director/Trustee

  July 23, 2009
E. Thayer Bigelow     

/s/    William H. T. Bush        

  

Director/Trustee

  July 23, 2009
William H. T. Bush     

/s/    Robert B. Calhoun, Jr.        

  

Director/Trustee

  July 23, 2009
Robert B. Calhoun, Jr.     

/s/    Julie A. Hill        

  

Director/Trustee

  July 23, 2009
Julie A. Hill     

/s/    Franklin W. Hobbs        

  

Director/Trustee

  July 23, 2009
Franklin W. Hobbs     

/s/    Thomas J. Neff        

  

Director/Trustee

  July 23, 2009
Thomas J. Neff     

/s/    James L .L. Tullis        

  

Director/Trustee

  July 23, 2009
James L. L. Tullis     


EXHIBIT A

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Lord Abbett Investment Trust

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.

Lord Abbett Municipal Income Trust

Lord Abbett Research Fund, Inc.

Lord Abbett Securities Trust

Lord Abbett Series Fund, Inc.

Lord Abbett Stock Appreciation Fund

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

ARTICLES SUPPLEMENTARY

TO

ARTICLES OF INCORPORATION

OF

LORD ABBETT U.S. GOVERNMENT & GOVERNMENT SPONSORED ENTERPRISES

MONEY MARKET FUND, INC.

LORD ABBETT U.S. GOVERNMENT & GOVERNMENT SPONSORED ENTERPRISES MONEY MARKET FUND, INC., a Maryland corporation having its principal office c/o The Prentice Hall Corporation System, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202, (hereinafter called the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST : The Corporation presently has authority to issue 1,500,000,000 shares of capital stock, of the par value $.001 each, having an aggregate par value of $1,500,000. The Board of Directors has previously classified and designated 700,000,000 authorized shares as Class A shares, 400,000,000 authorized shares as Class B shares, 300,000,000 authorized shares as Class C shares, and 100,000,000 as Class I shares. The number of shares of capital stock which the Corporation shall have authority to issue is hereby increased to 2,000,000,000, of the par value $.001 each, having an aggregate par value of $2,000,000.

SECOND : Pursuant to the authority of the Board of Directors to classify and reclassify unissued shares of stock of the Corporation and to classify a series into one or more classes of such series, the Board of Directors hereby classifies and reclassifies the 500,000,000 newly authorized but unissued shares, as follows: 500,000,000 shares to Class A resulting in a total of 1,200,000,000 authorized Class A shares.

THIRD : Subject to the power of the Board of Directors to classify and reclassify unissued shares, all shares of the Corporation hereby classified or reclassified as specified in Article Second above shall be invested in the same investment portfolio of the Corporation as shall have the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption set forth in Article V of the Articles of


Incorporation of the Corporation (hereafter called the “Articles”) and shall be subject to all other provisions of the Articles relating to stock of the Corporation generally.

FOURTH : The Corporation is registered as an open-end company under the Investment Company Act of 1940. The total number of shares of capital stock that the Corporation has authority to issue has been increased by the Board of Directors in accordance with § 2-105(c) of Title 2 of the Corporations and Associations Law of the State of Maryland. The shares of stock of the Corporation hereby classified or reclassified as specified in Article Second above have been duly classified by the Board of Directors under the authority contained in the Articles.

FIFTH : Pursuant to § 2-208.1(d)(2) of Title 2 of the Corporations and Associations Law of the State of Maryland, the articles supplementary to the Articles set forth herein shall become effective on November 3, 2008.

IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in its name and on its behalf by its Vice President and witnessed by its Assistant Secretary on October 23, 2008.

 

LORD ABBETT U.S GOVERNMENT & GOVERNMENT SPONSORED ENTERPRISES MONEY MARKET FUND, INC.
By:  

/s/ Lawrence H. Kaplan

  Lawrence H. Kaplan
  Vice President & Secretary

 

WITNESS:

/s/ Thomas R. Phillips

Thomas R. Phillips
Vice President and Assistant Secretary


THE UNDERSIGNED, Vice President and Secretary of LORD ABBETT U.S. GOVERNMENT & GOVERNMENT SPONSORED ENTERPRISES MONEY MARKET FUND, INC., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this Certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary 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 the authorization and approval thereof are true in all material respects under the penalties of perjury.

 

/s/ Lawrence H. Kaplan

Lawrence H. Kaplan
Vice President & Secretary

C USTODIAN AND I NVESTMENT A CCOUNTING A GREEMENT

This Agreement between E ACH L EGAL E NTITY L ISTED ON E XHIBIT A H ERETO , each a business trust or corporation organized and existing under the laws of the jurisdiction indicated on Exhibit A (each a “ Fund ”), and S TATE S TREET B ANK and T RUST C OMPANY , a Massachusetts trust company (“ State Street ”),

W ITNESSETH :

W HEREAS , 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

W HEREAS , 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) ”);

N OW T HEREFORE , in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:

S ECTION  1. A PPOINTMENT OF S TATE S TREET AS C USTODIAN AND R ECORDKEEPER . 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.


S ECTION  2. D UTIES OF S TATE S TREET WITH R ESPECT TO P ROPERTY OF E ACH F UND H ELD B Y S TATE S TREET IN THE U NITED S TATES

S ECTION  2.1 H OLDING S ECURITIES . 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 ”).

S ECTION  2.2 D ELIVERY OF S ECURITIES . 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

 

2


 

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.

 

3


S ECTION  2.3 R EGISTRATION OF S ECURITIES . 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.

S ECTION  2.4 B ANK A CCOUNTS . 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.

S ECTION  2.5 C OLLECTION OF I NCOME . 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.

S ECTION  2.6 P AYMENT OF F UND M ONIES . 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

 

4


 

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.

S ECTION  2.7 A PPOINTMENT OF A GENTS . 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.

S ECTION  2.8 D EPOSIT OF F UND A SSETS IN U.S. S ECURITIES S YSTEMS . 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;

 

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  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.

S ECTION  2.9 S EGREGATED A CCOUNT . 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

 

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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.

S ECTION  2.10 O WNERSHIP C ERTIFICATES FOR T AX P URPOSES . 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.

S ECTION  2.11 P ROXIES . 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.

S ECTION  2.12 C OMMUNICATIONS R ELATING TO P ORTFOLIO S ECURITIES . 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.

S ECTION  3. P ROVISIONS R ELATING TO R ULES 17 F -5 AND 17 F -7

S ECTION  3.1. D EFINITIONS . 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.

 

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“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.

S ECTION  3.2. S TATE S TREET AS F OREIGN C USTODY M ANAGER .

3.2.1 D ELEGATION TO S TATE S TREET AS F OREIGN C USTODY M ANAGER . 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 C OUNTRIES C OVERED . 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.

 

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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 S COPE OF D ELEGATED R ESPONSIBILITIES :

(a) S ELECTION OF E LIGIBLE F OREIGN C USTODIANS . 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) C ONTRACTS W ITH E LIGIBLE F OREIGN C USTODIANS . 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) M ONITORING . 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 G UIDELINES FOR THE E XERCISE OF D ELEGATED A UTHORITY . 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 R EPORTING R EQUIREMENTS . 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 S TANDARD OF C ARE AS F OREIGN C USTODY M ANAGER OF A P ORTFOLIO . 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.

 

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3.2.7 R EPRESENTATIONS WITH R ESPECT TO R ULE 17 F -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 E FFECTIVE D ATE AND T ERMINATION OF S TATE S TREET AS F OREIGN C USTODY M ANAGER . 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.

S ECTION  3.3 E LIGIBLE S ECURITIES D EPOSITORIES .

3.3.1 A NALYSIS AND M ONITORING . 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 S TANDARD OF C ARE . State Street agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.

S ECTION  4. D UTIES OF S TATE S TREET WITH R ESPECT TO P ROPERTY OF THE P ORTFOLIOS H ELD O UTSIDE THE U NITED S TATES

S ECTION  4.1 D EFINITIONS . 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.

S ECTION  4.2. H OLDING S ECURITIES . 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.

 

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S ECTION  4.3. F OREIGN S ECURITIES S YSTEMS . 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.

S ECTION  4.4. T RANSACTIONS IN F OREIGN C USTODY A CCOUNT .

4.4.1. D ELIVERY OF F OREIGN A SSETS . 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;

 

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  (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. P AYMENT OF P ORTFOLIO M ONIES . 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. M ARKET C ONDITIONS . 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.

 

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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.

S ECTION  4.5. R EGISTRATION OF F OREIGN S ECURITIES . 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.

S ECTION  4.6 B ANK A CCOUNTS . 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.

S ECTION  4.7. C OLLECTION OF I NCOME . 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.

S ECTION  4.8 S HAREHOLDER R IGHTS . 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.

S ECTION  4.9. C OMMUNICATIONS R ELATING TO F OREIGN S ECURITIES . 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

 

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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.

S ECTION  4.10. L IABILITY OF F OREIGN S UB -C USTODIANS . 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.

S ECTION  4.11 T AX L AW . 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.

S ECTION  4.12. L IABILITY OF C USTODIAN . 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.

S ECTION  5. P AYMENTS FOR S ALES OR R EPURCHASES OR R EDEMPTIONS OF S HARES . 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.

 

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S ECTION  6. P ROPER I NSTRUCTIONS . 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.

S ECTION  7. A CTIONS P ERMITTED WITHOUT E XPRESS A UTHORITY . 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.

S ECTION  8. E VIDENCE OF A UTHORITY 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.

S ECTION  9. D UTIES OF S TATE S TREET WITH R ESPECT TO THE B OOKS OF A CCOUNT AND C ALCULATION OF N ET A SSET V ALUE AND N ET I NCOME

S ECTION  9.1 D ELIVERY OF A CCOUNTS AND R ECORDS . 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.

S ECTION  9.2 A CCOUNTS AND R ECORDS . 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

 

15


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.

S ECTION  9.3 A CCOUNTS AND R ECORDS P ROPERTY OF E ACH F UND . 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.

S ECTION  9.4 A DOPTION OF P ROCEDURES . 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.

S ECTION  9.5 V ALUATION OF A SSETS . 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.

S ECTION  10. R ECORDS 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.

 

16


S ECTION  11. O PINION OF F UND S I NDEPENDENT A CCOUNTANT 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.

S ECTION  12. R EPORTS TO F UND BY I NDEPENDENT P UBLIC A CCOUNTANTS 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.

S ECTION  13. C OMPENSATION OF S TATE S TREET 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.

S ECTION  14. R ESPONSIBILITY OF C USTODIAN 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

 

17


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.

 

18


S ECTION  15. E FFECTIVE P ERIOD , T ERMINATION AND A MENDMENT 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.

 

19


S ECTION  16. I NTERPRETIVE AND A DDITIONAL P ROVISIONS . 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.

S ECTION  17. A DDITIONAL F UNDS . 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.

S ECTION  18. M ASSACHUSETTS L AW TO A PPLY . This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.

S ECTION  19. P RIOR A GREEMENTS . 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.

S ECTION  20. N OTICES . Any notice, instruction or other instrument required to be given hereunder may be delivered in person to the offices of the parties as set forth herein during normal business hours or delivered prepaid registered mail or by telex, cable or telecopy to the parties at the following addresses or such other addresses as may be notified by any party from time to time.

 

To a Fund:   

F UND N AME

  

90 Hudson Street

  

Jersey City, NY 07302-3972

  

Attention: Tracie Richter

  

Telephone: 201 395-2118

  

Telecopy: 201-395-3118

To State Street:    S TATE S TREET B ANK AND T RUST C OMPANY
  

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.

 

20


S ECTION  21. R EPRODUCTION OF D OCUMENTS . 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.

S ECTION  22. R EMOTE A CCESS S ERVICES A DDENDUM . State Street and each Fund agree to be bound by the terms of the Remote Access Services Letter, incorporated herein by this reference.

S ECTION  23. N O A SSIGNMENT . 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.

S ECTION  24. T RUST N OTICE . 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.

S ECTION  25. S HAREHOLDER C OMMUNICATIONS E LECTION . 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.

 

21


S ECTION  26. L IABILITY OF P ORTFOLIOS S EVERAL AND NOT J OINT . 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.

 

O N BEHALF OF EACH OF THE L EGAL E NTITIES    
LISTED ON E XHIBIT A, ATTACHED HERETO     SIGNATURE ATTESTED TO B Y :
By:  

/s/ Joan A. Binstock

    By:  

/s/ Tracie E. Richter

Name:   Joan A. Binstock     Name:   Tracie E. Richter
Title:   Vice President     Title:   Vice President
S TATE S TREET B ANK AND T RUST C OMPANY     S IGNATURE ATTESTED TO B Y :
By:  

/s/ W. Andrew Fry

    By:  

/s/ Stephen Hilliard

Name:   W. Andrew Fry     Name:   Stephen Hilliard
Title:   Senior Vice President     Title:   Senior Vice President

 

22


EXHIBIT A (amended as of December 10, 2008) 1

 

ENTITY AND SERIES

  

TYPE OF

ENTITY

  

JURISDICTION

Lord Abbett Affiliated Fund, Inc.    Corporation    Maryland
Lord Abbett Blend Trust    Statutory Trust    Delaware

Lord Abbett Small-Cap Blend Fund

     
Lord Abbett Bond-Debenture Fund, Inc.    Corporation    Maryland
Lord Abbett Developing Growth Fund, Inc.    Corporation    Maryland
Lord Abbett Global Fund, Inc.    Corporation    Maryland

Lord Abbett Global Allocation Fund

     

Lord Abbett Developing Local Markets Fund

     
Lord Abbett Investment Trust    Statutory Trust    Delaware

Lord Abbett Balanced Strategy Fund

     

Lord Abbett Convertible Fund

     

Lord Abbett Core Fixed Income Fund

     

Lord Abbett Diversified Equity Strategy Fund

     

Lord Abbett Diversified Income Strategy Fund

     

Lord Abbett Floating Rate Fund

     

Lord Abbett Growth & Income Strategy Fund

     

Lord Abbett High Yield Fund

     

Lord Abbett Income Fund

     

Lord Abbett Short Duration Income Fund

     

Lord Abbett Total Return Fund

     
Lord Abbett Large-Cap Growth Fund    Statutory Trust    Delaware
Lord Abbett Mid-Cap Value Fund, Inc.    Corporation    Maryland
Lord Abbett Municipal 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 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 Municipal Income Trust    Statutory Trust    Delaware

Georgia Series

     

Lord Abbett High Yield Municipal Bond Fund

     

Lord Abbett Intermediate Tax-Free Fund

     

Pennsylvania Series

Lord Abbett Short Duration Tax Free Fund

     
Lord Abbett Research Fund, Inc.    Corporation    Maryland

Lord Abbett America’s Value Fund

     

Lord Abbett Growth Opportunities Fund

     

Lord Abbett Large-Cap Core Fund

     

Small-Cap Value Series

     

 

1

As amended on December 10, 2008 to reflect the addition of the Lord Abbett Short Duration Tax Free Fund, a series of Lord Abbett Municipal Income Trust.

 

A-1


Lord Abbett Securities Trust

   Statutory Trust    Delaware

Lord Abbett All Value Fund

     

Lord Abbett Alpha Strategy Fund

     

Lord Abbett International Core Equity Fund

     

Lord Abbett International Dividend Income Fund

     

Lord Abbett International Opportunities Fund

     

Lord Abbett Large-Cap Value Fund

     

Lord Abbett Micro-Cap Growth Fund

     

Lord Abbett Micro-Cap Value Fund

     

Lord Abbett Value Opportunities 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

     

Large-Cap Core Portfolio

     

Mid-Cap Value Portfolio

     

Lord Abbett U.S. Government & Government Sponsored

   Corporation    Maryland

Enterprises Money Market Fund, Inc.

     

 

A-2


EXHIBIT B

FEE SCHEDULE

 

B-1


R EMOTE A CCESS S ERVICES A DDENDUM

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.

 

B-2


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.

 

B-3


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.

 

B-4


SCHEDULE A

STATE STREET

GLOBAL CUSTODY NETWORK

SUBCUSTODIANS AND NON-MANDATORY DEPOSITORIES

 

Country

  

Subcustodian

  

Non-Mandatory Depositories

Argentina

   Citibank, N.A.   

Australia

   Westpac Banking Corporation   

Austria

  

Erste Bank der Öesterreichischen

Sparkassen AG

  

Bahrain

  

British Bank of the Middle East

(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

  

Bangladesh

   Standard Chartered Bank   

Belgium

   Générale 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.    Depósito Central de Valores S.A.

People’s Republic of China

   The Hongkong and Shanghai 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   

 

B-5


Cyprus

   The Cyprus Popular Bank Ltd.   

Czech Republic

   Ceskoslovenská 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   

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

   Société Générale de Banques en Côte d’Ivoire   

 

B-6


Jamaica

   Scotiabank Jamaica Trust and Merchant Bank Ltd.   

Japan

   The Fuji Bank, Limited Sumitomo Bank, Ltd.    Japan Securities Depository Center

Jordan

  

British Bank of the Middle East

(as delegate of The Hongkong and Shanghai Banking Corporation Limited)

   —  

Kenya

   Barclays Bank of Kenya Limited    —  

Republic of Korea

   The Hong Kong and Shanghai Banking Corporation Limited   

Latvia

   JSC Hansabank-Latvija    —  

Lebanon

  

British Bank of the Middle East

(as delegate of The Hong Kong 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 Hong Kong and Shanghai Banking Corporation Limited)

   —  

 

B-7


Pakistan

   Deutsche Bank AG   

Peru

   Citibank, N.A.   

Philippines

   Standard Chartered Bank   

Poland

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

Portugal

   Banco Comercial Português   

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

   Ceskoslovenská Obchodní 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 Hong Kong 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   

 

B-8


Turkey    Citibank, N.A. Ottoman Bank   
Ukraine    ING Bank, Ukraine   
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, société anonyme) / State Street London Limited

INTERSETTLE (for EASDAQ Securities)

 

B-9


SCHEDULE B

STATE STREET

GLOBAL CUSTODY NETWORK

MANDATORY* DEPOSITORIES

 

Country

 

Mandatory Depositories

Argentina

 

•   Caja de Valores S.A.

Australia

 

•   Austraclear Limited

 

•   Reserve Bank Information and Transfer System

Austria

 

•   Öesterreichische Kontrollbank AG

•   (Wertpapiersammelbank Division)

Belgium

 

•   Caisse Interprofessionnelle de Dépôt et de Virement de Titres S.A.

 

•   Banque Nationale de Belgique

Brazil

 

•   Companhia Brasileira de Liquidaçao e Custodia (CBLC)

 

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

 

•   Central de Custodia e de Liquidação Financeira de Titulos

Bulgaria

 

•   Central Depository AD

 

•   Bulgarian National Bank

Canada

 

•   The Canadian Depository for Securities Limited

People’s Republic of China

 

•   Shanghai Securities Central Clearing and 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 cenných papírů

 

•   Czech National Bank

Denmark

  Værdipapircentralen (the Danish Securities Center)

 

B-10


Egypt

 

•   Misr Company for Clearing, Settlement, and Central Depository

Estonia

 

•   Eesti Väärtpaberite Keskdepositoorium

Finland

 

•   The Finnish Central Securities Depository

France

 

•   Société Interprofessionnelle pour la Compensation des Valeurs Mobilières (SICOVAM)

Germany

 

•   Deutsche Börse 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 Règlement

Jamaica

 

•   The Jamaican Central Securities Depository

Japan

 

•   Bank of Japan Net System

Kenya

 

•   Central Bank of Kenya

 

B-11


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

Mauritius

 

•   The Central Depository & Settlement Co. Ltd.

Mexico

 

•   S.D. INDEVAL, S.A. de C.V.
(Instituto para el Depósito 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

 

B-12


Poland

 

•   The National Depository of Securities
(Krajowy Depozyt Papierów Wartos´ciowych)
Central Treasury Bills Registrar

Portugal

 

•   Central de Valores Mobiliários (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 Cenných Papierov

 

•   National Bank of Slovakia

Slovenia

 

•   Klirinsko Depotna Druzba d.d.

South Africa

 

•   The Central Depository Limited

Spain

 

•   Servicio de Compensación y Liquidación de Valores, S.A.

 

•   Banco de España, Central de Anotaciones en Cuenta

Sri Lanka

 

•   Central Depository System (Pvt) Limited

Sweden

 

•   Värdepapperscentralen 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

 

•   Société Tunisienne Interprofessionelle de Compensation et de Dépôt de Valeurs Mobilières

 

•   Central Bank of Tunisia

 

•   Tunisian Treasury

Turkey

 

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

 

•   Central Bank of Turkey

 

B-13


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.

 

B-14


SCHEDULE C

MARKET INFORMATION

 

Publication/Type of Information

 

Brief Description

The Guide to Custody in World Markets

(annually)

  An overview of safekeeping and settlement practices and procedures in each market in which State Street Bank and Trust Company offers custodial services.

Global Custody Network Review

(annually)

  Information relating to the operating 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

(annually)

  With respect to each market in which 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

(annually)

  Copies of the subcustodian contracts 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.
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.

 

C-1

AGENCY AGREEMENT

by and between

DST Systems, Inc.

and

The Lord Abbett Family of Funds


TABLE OF CONTENTS

 

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.    7
      4.2.1.    Engagement of Subcontractors.    7
      4.2.2.    Further Assurances.    7
5.    Security.    7
   5.1    Briefings.    7
   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.    8
   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.    10
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.    11
   6.5.    Service Level Standards.    12
   6.6.    General Covenants.    12

 

i


   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.    14
   8.1.    Content.    14
   8.2.    Rights in and Use of Data and Records.    14
      8.2.1.    Rights.    14
      8.2.2.    Restrictions on Use of Data.    15
9.    Covenants of the Funds.    15
   9.1.    Registration of Fund Shares.    15
   9.2.    Stock Certificates.    15
      9.2.1.    Furnishing of Stock Certificates.    15
      9.2.2.    Death, Resignation or Removal of Signing Officer.    15
      9.2.3.    Maintenance of Records and Cancelled Certificates.    15
10.    Compensation and Expenses.    16
   10.1.    Fees.    16
   10.2.    Expenses.    16
      10.2.1.    Allocation of Expenses.    16
      10.2.2.    Reimbursable Expenses.    16
      10.2.3.    Documentation Supporting Reimbursement of Expenses.    16
   10.3.    Taxes.    17
   10.4.    Payment Terms.    17
      10.4.1.    Performance Reports.    17
      10.4.2.    Invoices.    17
      10.4.3.    Timely Payments.    17
      10.4.4.    No Suspension of Services.    18
   10.5.    Changes in Fees and Expenses.    18
      10.5.1.    Improved Efficiencies.    18
      10.5.2.    Most Favored Customer.    18
   10.6.    Original Issue Taxes and Mailings.    19

 

ii


11.    Representations and Warranties of the Agent.    19
12.    Representations and Warranties of the Funds.    20
13.    Limitations on Liability.    21
   13.1.    Funds and Fund Series as Separate Parties.    21
   13.2.    Funds as Separate Entities.    21
   13.3.    Limits on Damages.    22
   13.4.    “As Of” Transactions.    22
   13.5.    Actions of Unaffiliated Third Persons.    22
   13.6.    Consequential Damages.    22
14.    Indemnification and Insurance Coverage.    22
   14.1.    Indemnity Obligations of the Agent.    22
   14.2.    Indemnity Obligations of the Funds.    23
   14.3.    Indemnification Procedure.    24
   14.4.    Insurance Coverage.    25
      14.4.1.    Maintenance of Insurance.    25
15.    Confidentiality.    26
   15.1.    Confidential Information.    26
      15.1.1.    Additional Provisions Relating to the Funds.    26
      15.1.2.    Additional Provisions Relating to the Agent.    26
   15.2.    Exceptions to Confidential Information.    26
   15.3.    Obligation of Confidentiality.    27
   15.4.    Equitable Relief.    27
   15.5.    Privacy Considerations.    27
16.    Term and Termination.    28
   16.1.    Term.    28
   16.2.    Termination for Cause.    28
   16.3.    Additional Termination Rights.    28
   16.4.    Additional Termination Event.    29
   16.5.    Obligations of the Agent upon Termination.    29
   16.6.    Survival.    30
17.    Non-Solicitation.    30
18.    FAN Web Services.    30
   18.1.    Definitions.    30
   18.2.    Use of FAN Services By the Funds.    31
   18.3.    Additional Provisions Concerning Proprietary Rights of the Agent With Respect to FAN Services.    32
   18.4.    No Other Warranties.    33
   18.5.    Limitation of Liability.    33

 

iii


19.    FAN Mail Services.    33
   19.1.    Definitions.    33
   19.2.    Use of FAN Mail Services By the Funds.    34
   19.3.    Additional Provisions Regarding Agent’s Proprietary Rights.    35
   19.4.    No Other Warranties.    35
   19.5.    Limitation of Liability.    36
   19.6.    Indemnity.    36
20.    Miscellaneous.    36
   20.1.      Entire Agreement.    36
   20.2.      Severability.    36
   20.3.      Counterparts.    36
   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.    37
   20.10.    Force Majeure.    37
   20.11.    Waiver.    38
   20.12.    Headings.    38
   20.13.    Notice.    38
   20.14.    Amendment.    39
   20.15.    Dispute Resolution.    39
      20.15.1.    Attorneys Fees.    41
      20.15.2.    Waiver of Jury Trial.    41
      20.15.3.    Limitation.    41
Exhibit A    Table of Contents of DST Full Service Legal Manual and Changes to the Manual Authorized by the Funds    43
Exhibit B    Anti-Money Laundering Procedures    51
Exhibit C    Form of AML Certification    52
Exhibit D    Escrow Agreement    54
Exhibit E    Form of Confidentiality Agreement    61

 

iv


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 11 th Street, 5 th 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.

 

1


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.

 

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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

 

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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;

 

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(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 any changes 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,

 

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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 (1CENT) 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.

 

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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

 

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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

 

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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.

 

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(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.

 

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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.

 

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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.

 

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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.

 

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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

 

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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.

 

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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).

 

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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 25 th 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.

 

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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

 

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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

 

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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;

 

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(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

 

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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,

 

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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;

 

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(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.

 

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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

 

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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.

 

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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.

 

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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 30 th 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

 

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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.

 

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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™ 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 ® ” 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.

 

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(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 ® , 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.

 

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(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

 

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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 ® ” 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.

 

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(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

 

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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.

 

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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.

 

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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.

 

37


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 11 th Street, 5 th Floor

Kansas City, Missouri 64105

Attn: Legal Department

Facsimile No.: 816-435-8630

Electronic Mail: jmoskowitz@dstsystems.com

 

38


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.

 

39


(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.

 

40


(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. §§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.

 

41


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 Operations     Title:   Vice President

Exhibits to the Agreement are not attached in this filing.

 

42


LOGO

December 30, 2004

DST Systems, Inc.

1055 Broadway, 7 th Floor

Kansas City, MO 64105

Attn: Group Vice President – Full Service

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 Agency Agreement by and between the Lord Abbett Family of Funds and DST Systems, Inc. dated July 1, 2004 (the “Agreement”), requests an amendment to the Agreement pursuant to Sections 20.14, 2.3, and 2.2.

Section 20.14 provides that the Agreement may be “amended, supplemented, or modified only by an amendment.” Section 2.3 of the Agreement provides that, “In the event that a … new series of a Fund is created in any existing business trust…which is registered as an Investment Company under the 1940 Act on the Agent’s System as of the Execution Date, such …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 [(captioned “Documentation”)] and otherwise appropriate. The appointment of the Agent on behalf of…any new series of a Fund shall become effective upon the Agent’s receipt of such counterpart executed by such …series of a new Fund.”

This letter is to notify DST Systems, Inc. that on November 19, 2004, the Fund’s Board executed an Amendment to the Declaration and Agreement of Trust establishing a new Series of the Fund (the “Series”), the legal name of which is as follows: Lord Abbett High Yield Municipal Bond Fund. It is the Fund’s desire to have DST Systems render services as transfer agent, dividend disbursing agent, and shareholder servicing agent to the Series under the terms of the Agreement; therefore, the Fund requests that DST Systems, Inc. agree, in writing, to provide such services to the Series thereby making the Series a Series under the terms of the Agreement.

Attached is a Secretary’s Certificate and accompanying resolutions and documentation in accordance with the Agreement.

It is currently anticipated that the registration statement for the Series will become effective on December 30, 2004. Accordingly, we appreciate your prompt attention to this matter. Please indicate DST Systems, Inc.’s acceptance by signing below.

 

Lord Abbett Municipal Income Trust

/s/ Lawrence H. Kaplan

Lawrence H. Kaplan
Vice President and Assistant Secretary

LOGO

 

1


Accepted:

/s/ Jonathan Boehm

Group Vice President – Full Service
DST Systems, Inc.

Enclosures

 

2


LOGO

April 13, 2005

DST Systems, Inc.

1055 Broadway, 7 th Floor

Kansas City, MO 64105

Attn: Group Vice President – Full Service

Dear Sir or Madam:

Lord Abbett Series Fund, Inc., as a party to the Agency Agreement by and between the Lord Abbett Family of Funds and DST Systems, Inc. dated July 1, 2004 (the “Agreement”), requests an amendment to the Agreement pursuant to Sections 20.14, 2.3, and 2.2.

Section 20.14 provides that the Agreement may be “amended, supplemented, or modified only by an amendment.” Section 2.3 of the Agreement provides that, “In the event that a … new series of a Fund is created in any existing business trust…which is registered as an Investment Company under the 1940 Act on the Agent’s System as of the Execution Date, such …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 [(captioned “Documentation”)] and otherwise appropriate. The appointment of the Agent on behalf of…any new series of a Fund shall become effective upon the Agent’s receipt of such counterpart executed by such …series of a new Fund.”

This letter is to notify DST Systems, Inc. that on March 10, 2005, the Fund’s Board executed Articles Supplementary to the Articles of Incorporation establishing a new Series of the Fund (the “Series”), the legal name of which is as follows: Large-Cap Core Portfolio. It is the Fund’s desire to have DST Systems render services as transfer agent, dividend disbursing agent, and shareholder servicing agent to the Series under the terms of the Agreement; therefore, the Fund requests that DST Systems, Inc. agree, in writing, to provide such services to the Series thereby making the Series a Series under the terms of the Agreement.

Attached is a Secretary’s Certificate and accompanying resolutions and documentation in accordance with the Agreement.

It is currently anticipated that the registration statement for the Large-Cap Core Portfolio will become effective on April 13, 2005. Accordingly, we appreciate your prompt attention to this matter. Please indicate DST Systems, Inc.’s acceptance by signing below.

 

Lord Abbett Series Fund, Inc.

/s/ Lawrence H. Kaplan

Lawrence H. Kaplan
Vice President and Assistant Secretary

LOGO


 

Accepted:

/s/ Jonathan Boehm

Group Vice President – Full Service
DST Systems, Inc.

Enclosures


LOGO

June 29, 2005

DST Systems, Inc.

1055 Broadway, 7 th Floor

Kansas City, MO 64105

Attn: Group Vice President – Full Service

Dear Sir or Madam:

Lord Abbett Investment Trust (the “Fund”), as a party to the Agency Agreement by and between the Lord Abbett Family of Funds and DST Systems, Inc. dated July 1, 2004 (the “Agreement”), requests an amendment to the Agreement pursuant to Sections 20.14, 2.3, and 2.2.

Section 20.14 provides that the Agreement may be “amended, supplemented, or modified only by an amendment.” Section 2.3 of the Agreement provides that, “In the event that a … new series of a Fund is created in any existing business trust…which is registered as an Investment Company under the 1940 Act on the Agent’s System as of the Execution Date, such …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 [(captioned “Documentation”)] and otherwise appropriate. The appointment of the Agent on behalf of…any new series of a Fund shall become effective upon the Agent’s receipt of such counterpart executed by such …series of a new Fund.”

This letter is to notify DST Systems, Inc. that on June 23, 2005, the Fund’s Board executed an Amendment to the Declaration and Agreement of Trust establishing two new Series of the Fund (the “Series”), the legal names of which are as follows: Lord Abbett Income Strategy Fund (Classes A, B, C, P, and Y) and Lord Abbett World Growth & Income Strategy Fund (Classes A, B, C, P, and Y). It is the Fund’s desire to have DST Systems render services as transfer agent, dividend disbursing agent, and shareholder servicing agent to the Series under the terms of the Agreement; therefore, the Fund requests that DST Systems, Inc. agree, in writing, to provide such services to the Series thereby making each of the Series a series under the terms of the Agreement.

Attached is a Secretary’s Certificate and accompanying resolutions and documentation in accordance with the Agreement.

The registration statement for the Series will become effective on June 29, 2005. Accordingly, we appreciate your prompt attention to this matter. Please indicate DST Systems, Inc.’s acceptance by signing below and returning a copy to me.

 

Lord Abbett Investment Trust

/s/ Lawrence H. Kaplan

Lawrence H. Kaplan
Vice President and Assistant Secretary

LOGO


Accepted:

/s/ Jonathan Boehm

Group Vice President – Full Service
DST Systems, Inc.

Enclosures


LOGO

December 20, 2005

DST Systems, Inc.

1055 Broadway, 7 th Floor

Kansas City, MO 64105

Attn: Group Vice President – Full Service

Dear Sir or Madam:

Lord Abbett Securities Trust (the “Fund”), as a party to the Agency Agreement by and between the Lord Abbett Family of Funds and DST Systems, Inc. dated July 1, 2004 (the “Agreement”), requests an amendment to the Agreement pursuant to Sections 20.14, 2.3, and 2.2.

Section 20.14 provides that the Agreement may be “amended, supplemented, or modified only by an amendment.” Section 2.3 of the Agreement provides that, “In the event that a … new series of a Fund is created in any existing business trust…which is registered as an Investment Company under the 1940 Act on the Agent’s System as of the Execution Date, such …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 [(captioned “Documentation”)] and otherwise appropriate. The appointment of the Agent on behalf of…any new series of a Fund shall become effective upon the Agent’s receipt of such counterpart executed by such …series of a new Fund.”

This letter is to notify DST Systems, Inc. that on October 20, 2005, the Fund’s Board executed an Amendment to the Declaration and Agreement of Trust establishing a new Series of the Fund (the “Series”), the legal name of which is as follows: Lord Abbett Value Opportunities Fund. It is the Fund’s desire to have DST Systems render services as transfer agent, dividend disbursing agent, and shareholder servicing agent to the Series under the terms of the Agreement; therefore, the Fund requests that DST Systems, Inc. agree, in writing, to provide such services to the Series thereby making the Series a Series under the terms of the Agreement.

Attached is a Secretary’s Certificate and accompanying resolutions and documentation in accordance with the Agreement.

It is currently anticipated that the registration statement for the Series will become effective on December 20, 2005. Accordingly, we appreciate your prompt attention to this matter. Please indicate DST Systems, Inc.’s acceptance by signing below.

 

Lord Abbett Securities Trust

/s/ Lawrence H. Kaplan

Lawrence H. Kaplan
Vice President and Secretary

LOGO


Accepted:

/s/ Jonathan Boehm

Group Vice President – Full Service
DST Systems, Inc.

Enclosures


LOGO

June 29, 2006

DST Systems, Inc.

1055 Broadway, 7 th Floor

Kansas City, MO 64105

Attn: Group Vice President – Full Service

Dear Sir or Madam:

Lord Abbett Investment Trust (the “Fund”), as a party to the Agency Agreement by and between the Lord Abbett Family of Funds and DST Systems, Inc. dated July 1, 2004 (the “Agreement”), requests an amendment to the Agreement pursuant to Sections 20.14, 2.3, and 2.2.

Section 20.14 provides that the Agreement may be “amended, supplemented, or modified only by an amendment.” Section 2.3 of the Agreement provides that, “In the event that a … new series of a Fund is created in any existing business trust…which is registered as an Investment Company under the 1940 Act on the Agent’s System as of the Execution Date, such …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 [(captioned “Documentation”)] and otherwise appropriate. The appointment of the Agent on behalf of…any new series of a Fund shall become effective upon the Agent’s receipt of such counterpart executed by such …series of a new Fund.”

This letter is to notify DST Systems, Inc. that on June 22, 2006, the Fund’s Board executed an Amendment to the Declaration and Agreement of Trust establishing a new Series of the Fund (the “Series”), the legal name of which is as follows: Lord Abbett Diversified Equity Strategy Fund. It is the Fund’s desire to have DST Systems render services as transfer agent, dividend disbursing agent, and shareholder servicing agent to the Series under the terms of the Agreement; therefore, the Fund requests that DST Systems, Inc. agree, in writing, to provide such services to the Series thereby making the Series a Series under the terms of the Agreement.

Attached is a Secretary’s Certificate and accompanying resolutions and documentation in accordance with the Agreement.

It is currently anticipated that the registration statement for the Series will become effective on June 29, 2006. Accordingly, we appreciate your prompt attention to this matter. Please indicate DST Systems, Inc.’s acceptance by signing below.

 

Lord Abbett Investment Trust

/s/ Lawrence H. Kaplan

Lawrence H. Kaplan
Vice President and Secretary

LOGO


Accepted:

/s/ Jonathan Boehm

Group Vice President – Full Service
DST Systems, Inc.

Enclosures


LOGO

December 14, 2007

DST Systems, Inc.

1055 Broadway, 7 th Floor

Kansas City, MO 64105

Attn: Group Vice President – Full Service

Dear Sir or Madam:

Lord Abbett Investment Trust (the “Fund”), as a party to the Agency Agreement by and between the Lord Abbett Family of Funds and DST Systems, Inc. dated July 1, 2004 (the “Agreement”), requests an amendment to the Agreement pursuant to Sections 20.14, 2.3, and 2.2.

Section 20.14 provides that the Agreement may be “amended, supplemented, or modified only by an amendment.” Section 2.3 of the Agreement provides that, “In the event that a … new series of a Fund is created in any existing business trust…which is registered as an Investment Company under the 1940 Act on the Agent’s System as of the Execution Date, such …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 [(captioned “Documentation”)] and otherwise appropriate. The appointment of the Agent on behalf of…any new series of a Fund shall become effective upon the Agent’s receipt of such counterpart executed by such …new series of a Fund.”

This letter is to notify DST Systems, Inc. that on September 11, 2007, the Fund’s Board executed an Amendment to the Declaration and Agreement of Trust establishing a new Series of the Fund, the legal name of which is as follows: Lord Abbett Floating Rate Fund (the “Series”). It is the Fund’s desire to have DST Systems render services as transfer agent, dividend disbursing agent, and shareholder servicing agent to the Series under the terms of the Agreement; therefore, the Fund requests that DST Systems, Inc. agree, in writing, to provide such services to the Series thereby making the Series a Series under the terms of the Agreement.

Attached is a Secretary’s Certificate and accompanying resolutions and documentation in accordance with the Agreement.

It is currently anticipated that the registration statement for the Series will become effective on December 14, 2007. Accordingly, we appreciate your prompt attention to this matter. Please indicate DST Systems, Inc.’s acceptance by signing below.

 

Lord Abbett Investment Trust

/s/ Lawrence H. Kaplan

Lawrence H. Kaplan
Vice President and Secretary

LOGO


Accepted:

/s/ Jonathan Boehm

Group Vice President – Full Service
DST Systems, Inc.

Enclosures


LOGO

June 20, 2008

DST Systems, Inc.

1055 Broadway, 7 th Floor

Kansas City, MO 64105

Attn: Group Vice President – Full Service

Dear Sir or Madam:

Lord Abbett Securities Trust (the “Fund”), as a party to the Agency Agreement by and between the Lord Abbett Family of Funds and DST Systems, Inc. dated July 1, 2004 (the “Agreement”), requests an amendment to the Agreement pursuant to Sections 20.14, 2.3, and 2.2.

Section 20.14 provides that the Agreement may be “amended, supplemented, or modified only by an amendment.” Section 2.3 of the Agreement provides that, “In the event that a … new series of a Fund is created in any existing business trust 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 …series…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 [(captioned “Documentation”)] and otherwise appropriate. The appointment of the Agent on behalf of…any new series of a Fund shall become effective upon the Agent’s receipt of such counterpart executed by such …new series of a Fund.”

This letter is to notify DST Systems, Inc. that on March 19, 2008, a majority of the Fund’s Trustees executed an Amendment to the Declaration and Agreement of Trust establishing a new Series of the Fund, the legal name of which is as follows: Lord Abbett International Dividend Income Fund (the “Series”). It is the Fund’s desire to have DST Systems render services as transfer agent, dividend disbursing agent, and shareholder servicing agent to the Series under the terms of the Agreement; therefore, the Fund requests that DST Systems, Inc. agree, in writing, to provide such services to the Series thereby making the Series a Series under the terms of the Agreement.

Attached is a Secretary’s Certificate and accompanying resolutions and documentation in accordance with the Agreement.

It is currently anticipated that the registration statement for the Series will become effective on June 20, 2008. Accordingly, we appreciate your prompt attention to this matter. Please indicate DST Systems, Inc.’s acceptance by signing below.

 

Lord Abbett Securities Trust
By:  

/s/ Lawrence H. Kaplan

  Lawrence H. Kaplan
  Vice President and Secretary

LOGO


Accepted:

/s/Jonathan Boehm

Group Vice President – Full Service
DST Systems, Inc.

Enclosures


LOGO

December 10, 2008

DST Systems, Inc.

1055 Broadway, 7 th Floor

Kansas City, MO 64105

Attn: Group Vice President – Full Service

Dear Sir or Madam:

Lord Abbett Municipal Income Trust (the “Fund”), as a party to the Agency Agreement by and between the Lord Abbett Family of Funds and DST Systems, Inc. dated July 1, 2004 (the “Agreement”), requests an amendment to the Agreement pursuant to Sections 20.14, 2.3, and 2.2.

Section 20.14 provides that the Agreement may be “amended, supplemented, or modified only by an amendment.” Section 2.3 of the Agreement provides that, “In the event that a … new series of a Fund is created in any existing business trust 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 …series…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 [(captioned “Documentation”)] and otherwise appropriate. The appointment of the Agent on behalf of…any new series of a Fund shall become effective upon the Agent’s receipt of such counterpart executed by such …new series of a Fund.”

This letter is to notify DST Systems, Inc. that on September 11, 2008, a majority of the Fund’s Trustees executed an Amendment to the Declaration and Agreement of Trust establishing a new Series of the Fund, the legal name of which is as follows: Lord Abbett Short Duration Tax Free Fund (the “Series”). It is the Fund’s desire to have DST Systems render services as transfer agent, dividend disbursing agent, and shareholder servicing agent to the Series under the terms of the Agreement; therefore, the Fund requests that DST Systems, Inc. agree, in writing, to provide such services to the Series thereby making the Series a Series under the terms of the Agreement.

Attached is a Secretary’s Certificate and accompanying resolutions and documentation in accordance with the Agreement.

It is currently anticipated that the registration statement for the Series will become effective on December 10, 2008. Accordingly, we appreciate your prompt attention to this matter. Please indicate DST Systems, Inc.’s acceptance by signing below.

 

Lord Abbett Municipal Income Trust
By:  

/s/ Lawrence H. Kaplan

  Lawrence H. Kaplan
  Vice President and Secretary

LOGO


Accepted:

/s/ Jonathan Boehm

Group Vice President – Full Service
DST Systems, Inc.

Enclosures

ADMINISTRATIVE SERVICES AGREEMENT

This Administrative Services Agreement (“Agreement”) is made as of December 12, 2002 by and among each of the investment companies in the Lord Abbett Family of Funds, as set forth on Exhibit 1 hereto, and each new Lord Abbett Fund added as a party to this Agreement pursuant to section 9, (each, a “Fund” or collectively, the “Funds”) and Lord, Abbett & Co. LLC, a Delaware limited liability company (“Lord Abbett”).

RECITALS

A. WHEREAS, Lord Abbett has entered into a Management Agreement with each Fund whereby Lord Abbett provides investment management services to each Fund.

B. WHEREAS, each Fund desires to retain Lord Abbett to provide certain administrative services and Lord Abbett is willing to provide, or arrange to have provided, such services upon the terms and conditions as hereinafter provided.

NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:

1. Agreement to Perform Administrative Services. Each Fund hereby employs Lord Abbett under the terms and conditions of this Agreement, and Lord Abbett hereby accepts such employment and agrees to perform the administrative services described below. It is understood that the persons employed by Lord Abbett to assist in the performance of its duties hereunder will not devote their full time to such services, and may in fact devote a substantial portion of their time to the performance of duties relating to Lord Abbett’s provision of services to other clients, and nothing herein shall be deemed to limit or restrict the right of Lord Abbett, its affiliates, and their respective employees, to engage in and devote time and attention to other business or to render services of whatever kind or nature to Lord Abbett’s other clients.

2. Lord Abbett Services and Duties. Lord Abbett will provide, or arrange to have provided in accordance with section 3 below, for each Fund those facilities, equipment, and personnel to carry out the administrative services which are described in Exhibit 2 hereto (“Administrative Services”). Lord Abbett represents that it has sufficient personnel and experience to perform the Administrative Services, and agrees to perform such Administrative Services in accordance with industry standards for mutual fund administrators.


In performing its duties under this Agreement, Lord Abbett agrees that it shall observe and be bound by all of the provisions of (1) each Fund’s Articles of Incorporation/Declaration and Agreement of Trust and By-laws (including any amendments thereto) which in any way limit or restrict or prohibit or otherwise regulate any action by Lord Abbett, (2) each Fund’s registration statement, and (3) the instructions and directions of the Boards of Directors/Trustees of each Fund. In addition, Lord Abbett agrees and warrants that it will use its best efforts to conform to and comply with the requirements of the Investment Company Act of 1940, as amended (“1940 Act”) and all other applicable federal and state laws and regulations.

3. Lord Abbett Subcontractors . It is understood that Lord Abbett may from time to time employ or associate with such person or persons (“Subcontractors”) as Lord Abbett may believe to be particularly fitted to assist in its performance of this Agreement; provided, however, that the compensation of such Subcontractors shall be paid by Lord Abbett and that Lord Abbett shall be as fully responsible to each Fund for the acts and omissions of any Subcontractor as it is for its own acts and omissions. Lord Abbett shall use its best efforts to ensure that any Subcontractor complies with the provisions of section 2 above.

4. Expenses Assumed . Except as otherwise set forth in this section 4 or as otherwise approved by the Funds’ Boards of Directors/Trustees, Lord Abbett shall pay all expenses incurred by it in performing the Administrative Services, including the cost of providing office facilities, equipment and personnel related to such services. Each Fund will pay its own fees, costs, expenses or charges relating to its assets and operations, including without limitation: fees and expenses under the Management Agreement; fees and expenses of Directors/Trustees not affiliated with Lord Abbett; governmental fees; interest charges; taxes; association membership dues; fees and charges for legal and auditing services; fees and expenses of any custodians or trustees with respect to custody of its assets; fees, charges and expenses of dividend disbursing agents, registrars and transfer agents (including the cost of keeping all necessary shareholder records and accounts, and of handling any problems relating thereto and the expense of furnishing to all shareholders statements of their accounts after every transaction, including the expense of mailing); costs and expenses of repurchase and redemption of its shares; costs and expenses of preparing, printing and mailing to shareholders ownership certificates, proxy statements and materials, prospectuses, reports and notices; costs of preparing reports to governmental agencies; brokerage fees and commissions of every kind and expenses in connection with the execution of portfolio security transactions (including the cost of any service or agency designed to facilitate the purchase and sale of portfolio securities); and all postage, insurance premiums, and any other fee, cost, expense or charge of any kind incurred by and on behalf of the Trust and not expressly assumed by Lord Abbett under this Agreement or the Management Agreement.

 

2


5. Compensation . For the services rendered, facilities furnished and expenses assumed by Lord Abbett under this Agreement, each Fund will pay to Lord Abbett an annual administrative services fee, computed and payable monthly, at the annual rate of .04% of the value of the Fund’s average daily net assets. Such value shall be calculated in the same manner as provided in each Fund’s Management Agreement. It is specifically understood and agreed that any fees for fund accounting services payable by the Funds to State Street Bank and Trust Company pursuant to that separate Custodian and Investment Accounting Agreement dated November 1, 2001 shall be paid directly by Lord Abbett on behalf of the Funds. It is further understood and agreed that should the Funds’ regulatory environment change so that the costs to Lord Abbett of providing Administrative Services increase or decrease significantly, then Lord Abbett and the Funds’ Boards of Directors/Trustees will consider whether it would be appropriate to adjust the compensation under this Agreement.

6. Standard of Care . Other than to abide by the provisions hereof and render the services called for hereunder in good faith, Lord Abbett assumes no responsibility under this Agreement and, having so acted, Lord Abbett shall not be held liable or accountable for any mistakes of law or fact, or for any error or omission of its officers, directors, members or employees, or for any loss or damage arising or resulting therefrom suffered by a Fund or any of its shareholders, creditors, Directors/Trustees or officers; provided however, that nothing herein shall be deemed to protect Lord Abbett against any liability to the Fund or its shareholders by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder, or by reason of the reckless disregard of its obligations and duties hereunder.

7. Conflicts of Interest . Neither this Agreement nor any other transaction between the parties hereto pursuant to this Agreement shall be invalidated or in any way affected by the fact that any of the Directors/Trustees, officers, shareholders, or other representatives of a Fund are or may be an interested person of Lord Abbett, or any successor or assignee thereof, or that any or all of the officers, members, or other representatives of Lord Abbett are or may be an interested person of the Fund, except as otherwise may be provided in the 1940 Act. Lord Abbett in acting hereunder shall be an independent contractor and not an agent of the Funds.

8. Effective Date and Termination . This Agreement shall become effective with respect to a Fund on January 1, 2003, or at such other date as may be set by the Fund’s Board of Directors/Trustees by resolution, and shall continue in force for two years from the date hereof, and is renewable annually thereafter by specific approval of the Directors/Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund; any such renewal shall be approved by the vote of a majority of the Directors/Trustees who are not parties to this Agreement or interested persons of Lord Abbett or of the Fund, cast in person at a meeting called for the purpose of voting on such renewal.

 

3


This Agreement may be terminated without penalty at any time by the Directors/Trustees of a Fund or by Lord Abbett on 60 days’ written notice. This Agreement shall automatically terminate in the event of its assignment. The terms “interested persons,” “assignment” and “vote of a majority of the outstanding voting securities” shall have the same meaning as those terms are defined in the 1940 Act.

9. Addition of New Funds to Agreement . In the event that a new fund is created in the Lord Abbett Family of Funds and such fund wishes to engage Lord Abbett to perform Administrative Services under this Agreement, such fund shall be entitled to do so by executing and delivering to Lord Abbett a document accepting this Agreement. The employment of Lord Abbett on behalf of any new fund shall become effective upon Lord Abbett’s receipt of such counterpart executed by such new fund.

10. Individual Liability. The obligations of each Company/Trust, including those imposed hereby, are not personally binding upon, nor shall resort be had to the private property of, any of the Directors/Trustees, shareholders, officers, employees or agents of the Company/Trust individually, but are binding only upon the assets and property of the Company/Trust. Any and all personal liability, either at common law or in equity, or by statute or constitution, of every such Director/Trustee, shareholder, officer, employee or agent for any breach by the Company/Trust of any agreement, representation or warranty hereunder is hereby expressly waived as a condition of and in consideration for the execution of this Agreement by the Company/Trust.

11. Liability of Funds Several and not Joint . The obligations of a Fund under this Agreement are enforceable solely against that Fund and its assets.

12. Delaware Law . This Agreement shall be construed and the provisions interpreted under and in accordance with the laws of the State of Delaware.

 

4


IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative.

 

     

On Behalf of each of the Lord Abbett Funds

listed on Exhibit 1 Attached hereto

      By:  

/s/ Joan A. Binstock

        Joan A. Binstock
        Chief Financial Officer
  Attested:      
 

/s/ Christina T. Simmons

     
  Christina T. Simmons      
  Assistant Secretary      
      LORD, ABBETT & CO. LLC
      By:  

/s/ Robert S. Dow

        Robert S. Dow
        Managing Member
  Attested:      
 

/s/ Paul A. Hilstad

     
  Paul A. Hilstad      
  Member, General Counsel      

 

5


EXHIBIT 1 (AMENDED AS OF June 30, 2003)

TO

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Equity Series

Income Series

Lord Abbett Investment Trust

Balanced Series

Core Fixed Income Fund

Lord Abbett High Yield Fund

Limited Duration U.S. Government Securities Series

Lord Abbett Total Return Fund

U.S. Government Securities Series

Lord Abbett Convertible Fund

Lord Abbett Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Large-Cap Series

Small-Cap Value Series

Lord Abbett Securities Trust

Alpha Series

Lord Abbett All Value Fund

International Series

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Large-Cap Value Fund

Lord Abbett Series Fund, Inc.

All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Portfolio

Mid-Cap Value Portfolio

 

6


Lord Abbett Tax-Free Income Fund, Inc.

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 Tax-Free Income Trust

Florida Series

Georgia Series

Michigan Series

Pennsylvania Series

Lord Abbett Insured Intermediate Tax-Free Fund

Lord Abbett U.S. Government Securities Money Market Fund, Inc.

 

7


EXHIBIT 2

TO

ADMINISTRATIVE SERVICES AGREEMENT

In accordance with section 2 of the Agreement, Lord Abbett will provide, or arrange to have provided, the following Administrative Services for each Fund:

 

  (a) FUND ACCOUNTING, FINANCIAL REPORTING, SHAREHOLDER SERVICING AND TECHNOLOGY

 

  (1) Perform Fund accounting services which include, but are not limited to, daily NAV calculation and dissemination, and maintenance of books and records as required by Rule 31 (a) of the 1940 Act.

 

  (2) Perform the functions of a mutual fund’s chief financial officer and treasurer.

 

  (3) Perform Fund budgeting and accounts payable functions.

 

  (4) Perform Financial Reporting, including reports to the Board of Directors/Trustees, and preparation of financial statements, NSARs and registration statements.

 

  (5) Coordinate regulatory examinations.

 

  (6) Calculate and facilitate payment of dividends.

 

  (7) Oversee the preparation and ensure the filing of all Federal/State Tax Returns.

 

  (8) Monitor the Fund’s compliance with IRS regulations.

 

  (9) Monitor compliance with Fund policies on valuing (pricing) all Fund assets.

 

  (10) Monitor Transfer Agent to ensure shareholder accounts are being processed in compliance with the appropriate regulations and are reflected appropriately in the Fund’s records. Ensure 12b-1 payments being paid by the Fund are accurate and in accordance with the 12b-1 plans.

 

  (11) Maintain the technology platforms and market data feeds necessary for the daily accounting and reporting functions set forth in this Agreement.

 

  (b) LEGAL, COMPLIANCE AND BLUE SKY FUNCTIONS

 

  (1) Prepare and maintain files of all Board and shareholder meeting materials, including minutes.

 

8


  (2) Monitor compliance by each Fund with various conditions imposed by exemptive orders and/or regulatory requirements relating to multiple classes of shares, and fund of funds.

 

  (3) Prepare and review periodic Prospectus/Statement of Additional Information compliance reports.

 

  (4) Prepare, update and file with the SEC the Funds’ registration statements, including pre-effective and post-effective amendments, Prospectuses, SAIs, and supplements.

 

  (5) Prepare and/or review and file proxy materials with the SEC.

 

  (6) Review annual and semi-annual reports of the Funds.

 

  (7) Negotiate D&O/E&O insurance matters and annual renewals on behalf of the Funds.

 

  (8) Monitor fidelity bond coverage for the Funds.

 

  (9) Review Rule 24f-2 notices relating to registration fees and file with the SEC.

 

  (10) Coordinate regulatory examinations of the Funds.

 

  (11) Assist in preparation of Board members’ questionnaires.

 

  (12) Register Fund shares with appropriate state blue sky authorities.

 

  (13) Obtain and renew all sales permits required by relevant state authorities in order to permit the sale of shares in the state.

 

  (14) Monitor the sale of shares in individual states.

 

  (15) Respond to all blue sky audit and examination issues.

 

9


AMENDMENT 1

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds (each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1 and Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, Section 9 of the Agreement provides for the addition to the Agreement of new funds created in the Lord Abbett Family of Funds where such funds wish to engage Lord Abbett to perform Administrative Services under the Agreement;

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;

NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

1. The Agreement is hereby amended to add the following funds to Exhibit 1 of the Agreement:

Lord Abbett Series Fund, Inc.

All Value Portfolio

America’s Value Portfolio

Growth Opportunities Portfolio

2. The Agreement shall remain the same in all other respects.

3. The Amendment is effective as of the 30 th day of April, 2003.

 

10


IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

 

     

On Behalf of each of the Lord Abbett Funds

listed on Exhibit 1 Attached hereto

      By:  

/s/ Joan A. Binstock

        Joan A. Binstock
        Chief Financial Officer
  Attested:      
 

/s/ Christina T. Simmons

     
  Christina T. Simmons      
  Assistant Secretary      
      LORD, ABBETT & CO. LLC
      By:  

/s/ Robert S. Dow

        Robert S. Dow
        Managing Member
  Attested:      
 

/s/ Paul A. Hilstad

     
  Paul A. Hilstad      
  Member, General Counsel      

 

11


EXHIBIT 1 (AMENDED AS OF APRIL 30, 2003)

TO

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Equity Series

Income Series

Lord Abbett Investment Trust

Balanced Series

Core Fixed Income Fund

Lord Abbett High Yield Fund

Limited Duration U.S. Government Securities Series

Lord Abbett Total Return Fund

U.S. Government Securities Series

Lord Abbett Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Large-Cap Series

Small-Cap Value Series

Lord Abbett Securities Trust

Alpha Series

Lord Abbett All Value Fund

International Series

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Series Fund, Inc.

All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Portfolio

Mid-Cap Value Portfolio

 

12


Lord Abbett Tax-Free Income Fund, Inc.

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 Tax-Free Income Trust

Florida Series

Georgia Series

Michigan Series

Pennsylvania Series

Lord Abbett U.S. Government Securities Money Market Fund, Inc.

 

13


AMENDMENT 2

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds (each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1 and Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, Section 9 of the Agreement provides for the addition to the Agreement of new funds created in the Lord Abbett Family of Funds where such funds wish to engage Lord Abbett to perform Administrative Services under the Agreement;

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;

NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

1. The Agreement is hereby amended to add the following funds to Exhibit 1 of the Agreement:

Lord Abbett Investment Trust

Lord Abbett Convertible Fund

Lord Abbett Securities Trust

Lord Abbett Large-Cap Value Fund

Lord Abbett Tax-Free Income Trust

Lord Abbett Insured Intermediate Tax-Free Fund

2. The Agreement shall remain the same in all other respects.

3. The Amendment is effective as of the 30 th day of June, 2003.

 

14


IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

 

     

On Behalf of each of the Lord Abbett Funds

listed on Exhibit 1 Attached hereto

      By:  

/s/ Joan A. Binstock

        Joan A. Binstock
        Chief Financial Officer
  Attested:      
 

/s/ Christina T. Simmons

     
  Christina T. Simmons      
  Assistant Secretary      
      LORD, ABBETT & CO. LLC
      By:  

/s/ Robert S. Dow

        Robert S. Dow
        Managing Member
  Attested:      
 

/s/ Paul A. Hilstad

     
  Paul A. Hilstad      
  Member, General Counsel      

 

15


EXHIBIT 1 (AMENDED AS OF JUNE 30, 2003)

TO

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Equity Series

Income Series

Lord Abbett Investment Trust

Balanced Series

Core Fixed Income Fund

Lord Abbett High Yield Fund

Limited Duration U.S. Government Securities Series

Lord Abbett Total Return Fund

U.S. Government Securities Series

Lord Abbett Convertible Fund

Lord Abbett Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Large-Cap Series

Small-Cap Value Series

Lord Abbett Securities Trust

Alpha Series

Lord Abbett All Value Fund

International Series

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Large-Cap Value Fund

Lord Abbett Series Fund, Inc.

All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Portfolio

Mid-Cap Value Portfolio

 

16


Lord Abbett Tax-Free Income Fund, Inc.

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 Tax-Free Income Trust

Florida Series

Georgia Series

Michigan Series

Pennsylvania Series

Lord Abbett Insured Intermediate Tax-Free Fund

Lord Abbett U.S. Government Securities Money Market Fund, Inc.

 

17


AMENDMENT 3

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds (each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1 and Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, Section 9 of the Agreement provides for the addition to the Agreement of new funds created in the Lord Abbett Family of Funds where such funds wish to engage Lord Abbett to perform Administrative Services under the Agreement;

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;

NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

1. The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

Lord Abbett Securities Trust

Lord Abbett International Core Equity Fund

2. The Agreement shall remain the same in all other respects.

3. The Amendment is effective as of the 15 th day of December, 2003.

 

18


IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

 

       

On Behalf of each of the Lord Abbett Funds

listed on Exhibit 1 Attached hereto

        By:  

/s/ Joan A. Binstock

          Joan A. Binstock
          Chief Financial Officer
         
  Attested:        
 

/s/ Christina T. Simmons

     
  Christina T. Simmons      
  Assistant Secretary      
        LORD, ABBETT & CO. LLC
        By:  

/s/ Robert S. Dow

          Robert S. Dow
          Managing Member
  Attested:        
 

/s/ Paul A. Hilstad

     
  Paul A. Hilstad      
  Member, General Counsel      

 

19


EXHIBIT 1 (AMENDED AS OF DECEMBER 15, 2003)

TO

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Equity Series

Income Series

Lord Abbett Investment Trust

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 Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Large-Cap Series

Small-Cap Value Series

Lord Abbett Securities Trust

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 Series Fund, Inc.

All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

 

20


International Portfolio

Mid-Cap Value Portfolio

Lord Abbett Tax-Free Income Fund, Inc.

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 Tax-Free Income Trust

Florida Series

Georgia Series

Michigan Series

Pennsylvania Series

Lord Abbett Insured Intermediate Tax-Free Fund

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

 

21


AMENDMENT 4

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds (each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1 and Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to amend Section 5. Compensation ;

NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

 

  1. The first sentence of Section 5 is hereby amended to read as follows:

For the services rendered, facilities furnished and expenses assumed by Lord Abbett under this Agreement, each Fund (other than Lord Abbett Securities Trust – Alpha Series and Lord Abbett Investment Trust – Balanced Series) will pay to Lord Abbett an annual administrative services fee, computed and payable monthly, at the annual rate of .04% of the value of the Fund’s average daily net assets.

 

  2. The Agreement shall remain the same in all other respects.

 

  3. The Amendment is effective with respect to the change in compensation relating to Lord Abbett Securities Trust – Alpha Series as of March 1, 2004 and relating to Lord Abbett Investment Trust – Balanced Series as of April 1, 2004.

 

22


IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

 

     

On behalf of each of the Lord Abbett

Funds listed on Exhibit 1 Attached hereto

      By:  

/s/ Joan A. Binstock

        Joan A. Binstock
        Chief Financial Officer
  Attested:      
 

/s/ Christina T. Simmons

   
  Christina T. Simmons    
  Vice President & Assistant Secretary    
      LORD, ABBETT & CO. LLC
      By:  

/s/ Robert S. Dow

        Robert S. Dow
        Managing Member
  Attested:      
 

/s/ Paul A. Hilstad

   
  Paul A. Hilstad    
  Member, General Counsel    

 

23


EXHIBIT 1 (AMENDED AS OF DECEMBER 15, 2003)

TO

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Equity Series

Income Series

Lord Abbett Investment Trust

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 Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Large-Cap Series

Small-Cap Value Series

Lord Abbett Securities Trust

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 Series Fund, Inc.

All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

 

24


International Portfolio

Mid-Cap Value Portfolio

Lord Abbett Tax-Free Income Fund, Inc.

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 Tax-Free Income Trust

Florida Series

Georgia Series

Michigan Series

Pennsylvania Series

Lord Abbett Insured Intermediate Tax-Free Fund

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

 

25


AMENDMENT 5

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds (each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1 and Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to amend Exhibit 2 ;

NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

 

  1. The first part of the first sentence of Exhibit 2 is hereby amended to read as follows:

In accordance with section 2 of the Agreement, Lord Abbett will provide, or arrange to have provided, to each Fund all Administrative Services (to the extent that such services do not constitute advisory services provided to the Fund under the Investment Management Agreement) including the following Administrative Services for each Fund:

 

  2. The Agreement shall remain the same in all other respects.

 

  3. The Amendment is effective as of December 9, 2004.

 

26


IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

 

       

On behalf of each of the Lord Abbett

Funds listed on Exhibit 1 Attached hereto

        By:  

/s/ Joan A. Binstock

          Joan A. Binstock
          Chief Financial Officer
  Attested:        
 

/s/ Christina T. Simmons

     
  Christina T. Simmons      
  Vice President & Assistant Secretary      
        LORD, ABBETT & CO. LLC
        By:  

/s/ Paul A. Hilstad

          Paul A. Hilstad
          Member, General Counsel
  Attested:        
 

/s/ Christina T. Simmons

     
  Christina T. Simmons      
  Vice President & Assistant Secretary      

 

27


EXHIBIT 1 (AMENDED AS OF DECEMBER 15, 2003)

TO

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Equity Series

Income Series

Lord Abbett Investment Trust

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 Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Large-Cap Series

Small-Cap Value Series

Lord Abbett Securities Trust

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 Series Fund, Inc.

All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

 

28


International Portfolio

Mid-Cap Value Portfolio

Lord Abbett Tax-Free Income Fund, Inc.

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 Tax-Free Income Trust

Florida Series

Georgia Series

Michigan Series

Pennsylvania Series

Lord Abbett Insured Intermediate Tax-Free Fund

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

 

29


AMENDMENT 6

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds (each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1 and Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, Section 9 of the Agreement provides for the addition to the Agreement of new funds created in the Lord Abbett Family of Funds where such funds wish to engage Lord Abbett to perform Administrative Services under the Agreement;

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;

NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

1. The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

Lord Abbett Municipal Income Trust

(formerly Lord Abbett Tax-Free Income Trust)

-Lord Abbett High Yield Municipal Bond Fund

2. The Agreement shall remain the same in all other respects.

3. The Amendment is effective as of the 30 th day of December, 2004.

 

30


IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

 

       

On behalf of each of the Lord Abbett

Funds listed on Exhibit 1 Attached hereto

        By:  

/s/ Joan A. Binstock

          Joan A. Binstock
          Chief Financial Officer
  Attested:        
 

/s/ Christina T. Simmons

     
  Christina T. Simmons      
  Vice President & Assistant Secretary      
        LORD, ABBETT & CO. LLC
        By:  

/s/ Robert S. Dow

          Robert S. Dow
          Managing Member
  Attested:        
 

/s/ Paul A. Hilstad

     
  Paul A. Hilstad      
  Member, General Counsel      

 

31


EXHIBIT 1 (AMENDED AS OF DECEMBER 30, 2004)

TO

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Equity Series

Income Series

Lord Abbett Investment Trust

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 Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Lord Abbett Large-Cap Core Fund

Small-Cap Value Series

Lord Abbett Securities Trust

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 Series Fund, Inc.

All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

 

32


Growth Opportunities Portfolio

International Portfolio

Mid-Cap Value Portfolio

Lord Abbett Tax-Free Income Fund, Inc.

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

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 Money Market Fund, Inc.

 

33


AMENDMENT 7

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds (each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1 and Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, Section 9 of the Agreement provides for the addition to the Agreement of new funds created in the Lord Abbett Family of Funds where such funds wish to engage Lord Abbett to perform Administrative Services under the Agreement;

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;

NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

 

  1. The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

Lord Abbett Series Fund, Inc.

-Lord Abbett Large-Cap Core Portfolio

 

  2. The Agreement shall remain the same in all other respects.

 

  3.

The Amendment is effective as of the 13 th day of April, 2005.

 

34


IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

 

     

On behalf of each of the Lord Abbett

Funds listed on Exhibit 1 Attached hereto

      By:  

/s/ Joan A. Binstock

        Joan A. Binstock
        Chief Financial Officer
  Attested:      
 

/s/ Christina T. Simmons

     
  Christina T. Simmons      
  Vice President & Assistant Secretary      
      LORD, ABBETT & CO. LLC
      By:  

/s/ Robert S. Dow

        Robert S. Dow
        Managing Member
  Attested:      
 

/s/ Lawrence H. Kaplan

     
  Lawrence H. Kaplan      
  Member, Assistant General Counsel      

 

35


EXHIBIT 1 (AMENDED AS OF APRIL 13, 2005)

TO

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Equity Series

Income Series

Lord Abbett Investment Trust

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 Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Lord Abbett Large-Cap Core Fund

Small-Cap Value Series

Lord Abbett Securities Trust

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 Series Fund, Inc.

All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

 

36


International Portfolio

Mid-Cap Value Portfolio

Large-Cap Core Portfolio

Lord Abbett Municipal Income Fund, Inc.

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

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 Money Market Fund, Inc.

 

37


AMENDMENT 8

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds (each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1 and Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, Section 9 of the Agreement provides for the addition to the Agreement of new funds created in the Lord Abbett Family of Funds where such funds wish to engage Lord Abbett to perform Administrative Services under the Agreement;

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;

NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

 

  1. The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

Lord Abbett Investment Trust

-Lord Abbett Income Strategy Fund

-Lord Abbett World Growth & Income Strategy Fund

 

  2. The first sentence of Section 5 is hereby amended to read as follows:

For the services rendered, facilities furnished and expenses assumed by Lord Abbett under this Agreement, each Fund (other than Lord Abbett Securities Trust – Alpha Series and Lord Abbett Investment Trust – Balanced Series, Lord Abbett Income Strategy Fund and Lord Abbett World Growth & Income Strategy Fund) will pay to Lord Abbett an annual administrative services fee, computed and payable monthly, at the annual rate of .04% of the value of the Fund’s average daily net assets.

 

  3. The Agreement shall remain the same in all other respects.

 

  4.

The Amendment is effective as of the 29 th day of June, 2005.

 

38


IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

 

     

On behalf of each of the Lord Abbett

Funds listed on Exhibit 1 Attached hereto

      By:  

/s/ Joan A. Binstock

        Joan A. Binstock
        Chief Financial Officer
  Attested:      
 

/s/ Christina T. Simmons

     
  Christina T. Simmons      
  Vice President & Assistant Secretary      
      LORD, ABBETT & CO. LLC
      By:  

/s/ Robert S. Dow

        Robert S. Dow
        Managing Member
  Attested:      
 

/s/ Paul A. Hilstad

     
  Paul A. Hilstad      
  Member, General Counsel      

 

39


EXHIBIT 1 (AMENDED AS OF JUNE 29, 2005)

TO

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Equity Series

Income Series

Lord Abbett Investment Trust

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 Income Strategy Fund

Lord Abbett World Growth & Income Strategy Fund

Lord Abbett Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Lord Abbett Large-Cap Core Fund

Small-Cap Value Series

Lord Abbett Securities Trust

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 Series Fund, Inc.

 

40


All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Portfolio

Mid-Cap Value Portfolio

Large-Cap Core Portfolio

Lord Abbett Municipal Income Fund, Inc.

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

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 Money Market Fund, Inc.

 

41


AMENDMENT 9

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds (each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1 and Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, Section 9 of the Agreement provides for the addition to the Agreement of new funds created in the Lord Abbett Family of Funds where such funds wish to engage Lord Abbett to perform Administrative Services under the Agreement;

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include an additional fund;

NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

 

  1. The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

Lord Abbett Securities Trust

-Lord Abbett Value Opportunities Fund

 

  2. The Agreement shall remain the same in all other respects.

 

  3.

The Amendment is effective as of the 20 th day of December, 2005.

 

42


IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

 

     

On behalf of each of the Lord Abbett

Funds listed on Exhibit 1 Attached hereto

      By:  

/s/ Joan A. Binstock

        Joan A. Binstock
        Chief Financial Officer
  Attested:      
 

/s/ Christina T. Simmons

     
  Christina T. Simmons      
  Vice President & Assistant Secretary      
      LORD, ABBETT & CO. LLC
      By:  

/s/ Robert S. Dow

        Robert S. Dow
        Managing Member
  Attested:      
 

/s/ Lawrence H. Kaplan

     
  Lawrence H. Kaplan      
  Member, General Counsel      

 

43


EXHIBIT 1 (AMENDED AS OF DECEMBER 20, 2005)

TO

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Equity Series

Income Series

Lord Abbett Investment Trust

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 Income Strategy Fund

Lord Abbett World Growth & Income Strategy Fund

Lord Abbett Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Lord Abbett Large-Cap Core Fund

Small-Cap Value Series

Lord Abbett Securities Trust

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 Value Opportunities Fund

Lord Abbett Series Fund, Inc.

 

44


All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Portfolio

Mid-Cap Value Portfolio

Large-Cap Core Portfolio

Lord Abbett Municipal Income Fund, Inc.

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

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 Money Market Fund, Inc.

 

45


AMENDMENT 10

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds (each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1 and Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, Section 9 of the Agreement provides for the addition to the Agreement of new funds created in the Lord Abbett Family of Funds where such funds wish to engage Lord Abbett to perform Administrative Services under the Agreement;

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include an additional fund;

NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

 

  1. The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

Lord Abbett Investment Trust

-Lord Abbett Diversified Equity Strategy Fund

 

  2. The Agreement shall remain the same in all other respects.

 

  3.

The Amendment is effective as of the 29 th day of June, 2006.

 

46


IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

 

     

On behalf of each of the Lord Abbett Funds

listed on Exhibit 1 Attached hereto

      By:  

/s/ Joan A. Binstock

        Joan A. Binstock
        Chief Financial Officer
  Attested:      
 

/s/ Christina T. Simmons

     
  Christina T. Simmons      
  Vice President & Assistant Secretary      
      LORD, ABBETT & CO. LLC
      By:  

/s/ Robert S. Dow

        Robert S. Dow
        Managing Member
  Attested:      
 

/s/ Lawrence H. Kaplan

     
  Lawrence H. Kaplan      
  Member, General Counsel      

 

47


EXHIBIT 1 (AMENDED AS OF June 29, 2006)

TO

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Equity Series

Income Series

Lord Abbett Investment Trust

Lord Abbett Balanced Strategy Fund

Lord Abbett Convertible Fund

Lord Abbett Core Fixed Income Fund

Lord Abbett Diversified Equity Strategy Fund

Lord Abbett High Yield Fund

Lord Abbett Income Strategy 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 World Growth & Income Strategy Fund

Lord Abbett Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.

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

Florida Series

Georgia Series

Lord Abbett High Yield Municipal Bond Fund

Lord Abbett Insured Intermediate Tax-Free Fund

 

48


Michigan Series

Pennsylvania Series

Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Lord Abbett Large-Cap Core Fund

Small-Cap Value Series

Lord Abbett Securities Trust

Lord Abbett All Value Fund

Lord Abbett Alpha Strategy Fund

Lord Abbett International Core Equity Fund

Lord Abbett International Opportunities Fund

Lord Abbett Large-Cap Value Fund

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.

All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Portfolio

Large-Cap Core Portfolio

Mid-Cap Value Portfolio

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

 

49


AMENDMENT 11

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds (each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1 and Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, Section 9 of the Agreement provides for the addition to the Agreement of new funds created in the Lord Abbett Family of Funds where such funds wish to engage Lord Abbett to perform Administrative Services under the Agreement; and

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include an additional fund;

NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

 

  1. The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

Lord Abbett Investment Trust

-Lord Abbett Floating Rate Fund

 

  2. The Agreement shall remain the same in all other respects.

 

  3. The Amendment is effective as of the 14th day of December, 2007.

 

50


IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

 

     

On behalf of each of the Lord Abbett

Funds listed on Exhibit 1 Attached hereto

      By:  

/s/ Joan A. Binstock

        Joan A. Binstock
        Chief Financial Officer
  Attested:      
 

/s/ Lawrence B. Stoller

     
  Lawrence B. Stoller      
  Vice President & Assistant Secretary      
      LORD, ABBETT & CO. LLC
      By:  

/s/ Robert S. Dow

        Robert S. Dow
        Managing Member
  Attested:      
 

/s/ Lawrence H. Kaplan

     
  Lawrence H. Kaplan      
  Member, General Counsel      

 

51


EXHIBIT 1 (AMENDED AS OF December 14, 2007)

TO

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Equity Series

Lord Abbett Developing Local Markets Fund 1

Lord Abbett Investment Trust

Lord Abbett Balanced Strategy Fund

Lord Abbett Convertible Fund

Lord Abbett Core Fixed Income Fund

Lord Abbett Diversified Equity Strategy Fund

Lord Abbett Diversified Income Strategy Fund 2

Lord Abbett Floating Rate Fund

Lord Abbett Growth & Income Strategy Fund 3

Lord Abbett High Yield Fund

Lord Abbett Income Fund 4

Lord Abbett Short Duration Income Fund 5

Lord Abbett Total Return Fund

Lord Abbett Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.

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 6

 

1

The Income Series has been renamed the Lord Abbett Developing Local Markets Fund.

2

The Lord Abbett Income Strategy Fund has been renamed the Lord Abbett Diversified Income Strategy Fund.

3

The Lord Abbett World Growth & Income Strategy Fund has been renamed the Lord Abbett Growth & Income Strategy Fund.

4

Effective December 14, 2007, the U.S. Government & Government Sponsored Enterprises Fund will be renamed the Lord Abbett Income Fund.

5

Effective December 14, 2007, the Lord Abbett Limited Duration U.S. Government & Government Sponsored Enterprises Fund will be renamed the Lord Abbett Short Duration Income Fund.

 

52


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 6

Lord Abbett Washington Tax-Free Income Fund 6

Lord Abbett Municipal Income Trust

Florida Series 6

Georgia Series

Lord Abbett High Yield Municipal Bond Fund

Lord Abbett Intermediate Tax-Free Fund 7

Michigan Series 6

Pennsylvania Series

Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Lord Abbett Large-Cap Core Fund

Small-Cap Value Series

Lord Abbett Securities Trust

Lord Abbett All Value Fund

Lord Abbett Alpha Strategy Fund

Lord Abbett International Core Equity Fund

Lord Abbett International Opportunities Fund

Lord Abbett Large-Cap Value Fund

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.

All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Portfolio

Large-Cap Core Portfolio

Mid-Cap Value Portfolio

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

 

6

At a meeting held on December 7, 2007, shareholders of the Lord Abbett Minnesota Tax-Free Income Fund, Lord Abbett Texas Tax-Free Income Fund, Lord Abbett Washington Tax-Free Income Fund, Florida Series, and Michigan Series approved the reorganization of each Fund into Lord Abbett National Tax-Free Income Fund. The reorganizations are expected to be completed on December 14, 2007.

7

The Lord Abbett Insured Intermediate Tax-Free Fund was renamed the Lord Abbett Intermediate Tax-Free Fund.

 

53


AMENDMENT 12

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds (each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1 and Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, Section 9 of the Agreement provides for the addition to the Agreement of new funds created in the Lord Abbett Family of Funds where such funds wish to engage Lord Abbett to perform Administrative Services under the Agreement; and

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include an additional fund;

NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

 

  1. The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

Lord Abbett Securities Trust

-Lord Abbett International Dividend Income Fund

 

  2. The Agreement shall remain the same in all other respects.

 

  3. The Amendment is effective as of the 20th day of June, 2008.

 

54


IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

 

     

On behalf of each of the Lord Abbett

Funds listed on Exhibit 1 Attached hereto

      By:  

/s/Joan A. Binstock

        Joan A. Binstock
        Chief Financial Officer
  Attested:      
 

/s/Thomas R. Phillips

     
  Thomas R. Phillips      
  Vice President & Assistant Secretary      
      LORD, ABBETT & CO. LLC
      By:  

/s/Robert S. Dow

        Robert S. Dow
        Managing Member
  Attested:      
 

/s/Lawrence H. Kaplan

     
  Lawrence H. Kaplan      
  Member, General Counsel      

 

55


EXHIBIT 1 (AMENDED AS OF JUNE 20, 2008) 8

TO

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Equity Series

Lord Abbett Developing Local Markets Fund

Lord Abbett Investment Trust

Lord Abbett Balanced Strategy Fund

Lord Abbett Convertible Fund

Lord Abbett Core Fixed Income Fund

Lord Abbett Diversified Equity Strategy Fund

Lord Abbett Diversified Income Strategy Fund

Lord Abbett Floating Rate Fund

Lord Abbett Growth & Income Strategy Fund

Lord Abbett High Yield Fund

Lord Abbett Income Fund

Lord Abbett Short Duration Income Fund

Lord Abbett Total Return Fund

Lord Abbett Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.

Lord Abbett California Tax-Free Income Fund

Lord Abbett Connecticut Tax-Free Income Fund

Lord Abbett Hawaii 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 Municipal Income Trust

Georgia Series

Lord Abbett High Yield Municipal Bond Fund

Lord Abbett Intermediate Tax-Free Fund

Pennsylvania Series

 

8

As amended on June 20, 2008 to reflect the addition of the Lord Abbett International Dividend Income Fund, a series of Lord Abbett Securities Trust.

 

56


Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Lord Abbett Large-Cap Core Fund

Small-Cap Value Series

Lord Abbett Securities Trust

Lord Abbett All Value Fund

Lord Abbett Alpha Strategy Fund

Lord Abbett International Core Equity Fund

Lord Abbett International Dividend Income Fund

Lord Abbett International Opportunities Fund

Lord Abbett Large-Cap Value Fund

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.

All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Portfolio

Large-Cap Core Portfolio

Mid-Cap Value Portfolio

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

 

57


AMENDMENT 13

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds (each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1 and Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, Section 9 of the Agreement provides for the addition to the Agreement of new funds created in the Lord Abbett Family of Funds where such funds wish to engage Lord Abbett to perform Administrative Services under the Agreement; and

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include an additional fund;

NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

 

  1. The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement:

Lord Abbett Municipal Income Trust

-Lord Abbett Short Duration Tax Free Fund

 

  2. The Agreement shall remain the same in all other respects.

 

  3. The Amendment is effective as of the 10th day of December, 2008.

 

58


IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

 

     

On behalf of each of the Lord Abbett Funds

listed on Exhibit 1 Attached hereto

      By:  

/s/ Joan A. Binstock

        Joan A. Binstock
        Chief Financial Officer
  Attested:      
 

/s/ Thomas R. Phillips

     
  Thomas R. Phillips      
  Vice President & Assistant Secretary      
      LORD, ABBETT & CO. LLC
      By:  

/s/ Robert S. Dow

        Robert S. Dow
        Managing Member
  Attested:      
 

/s/ Lawrence H. Kaplan

     
  Lawrence H. Kaplan      
  Member, General Counsel      

 

59


EXHIBIT 1 (AMENDED AS OF DECEMBER 10, 2008) 9

TO

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Lord Abbett Global Allocation Fund

Lord Abbett Developing Local Markets Fund

Lord Abbett Investment Trust

Lord Abbett Balanced Strategy Fund

Lord Abbett Convertible Fund

Lord Abbett Core Fixed Income Fund

Lord Abbett Diversified Equity Strategy Fund

Lord Abbett Diversified Income Strategy Fund

Lord Abbett Floating Rate Fund

Lord Abbett Growth & Income Strategy Fund

Lord Abbett High Yield Fund

Lord Abbett Income Fund

Lord Abbett Short Duration Income Fund

Lord Abbett Total Return Fund

Lord Abbett Large-Cap Growth Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.

Lord Abbett California Tax-Free Income Fund

Lord Abbett Connecticut Tax-Free Income Fund

Lord Abbett Hawaii 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 Municipal Income Trust

Georgia Series

Lord Abbett High Yield Municipal Bond Fund

 

9

As amended on December 10, 2008 to reflect the addition of the Lord Abbett Short Duration Tax Free Fund, a series of Lord Abbett Municipal Income Trust.

 

60


Lord Abbett Intermediate Tax-Free Fund

Lord Abbett Short Duration Tax Free Fund

Pennsylvania Series

Lord Abbett Research Fund, Inc.

Lord Abbett America’s Value Fund

Lord Abbett Growth Opportunities Fund

Lord Abbett Large-Cap Core Fund

Small-Cap Value Series

Lord Abbett Securities Trust

Lord Abbett All Value Fund

Lord Abbett Alpha Strategy Fund

Lord Abbett International Core Equity Fund

Lord Abbett International Dividend Income Fund

Lord Abbett International Opportunities Fund

Lord Abbett Large-Cap Value Fund

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.

All Value Portfolio

America’s Value Portfolio

Bond-Debenture Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Portfolio

Large-Cap Core Portfolio

Mid-Cap Value Portfolio

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

 

61

October 26, 2009

   LOGO

Lord Abbett U.S. Government & Government

Sponsored Enterprises Money Market 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. 38 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 U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc., a Maryland corporation (the “Company”), and in connection therewith your registration of Class A, B, C, and I shares of capital stock, with a par value of $.001 each, of the Company (collectively, the “Shares”).

We have examined the Articles of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Post-Effective Amendment, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents. We have also assumed that the number of shares issued does not exceed the number authorized.

We are of the opinion that the Shares issued in the continuous offering have been duly authorized and, when issued and paid for in cash at net asset value in accordance with the terms as set forth in the Amendment, the Shares will be validly issued, fully paid, and nonassessable.

We express no opinion as to matters governed by any laws other than the 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.

LOGO


LOGO

October 26, 2009

Page 2

 

Very truly yours,
WILMER CUTLER PICKERING HALE AND DORR LLP
By:  

/s/ Matthew A. Chambers

  Matthew A. Chambers, a partner

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 38 to Registration Statement No. 2-64536 on Form N-1A of our report dated August 28, 2009, relating to the financial statements and financial highlights of Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc., appearing in the Annual Report on Form N-CSR of Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. for the year ended June 30, 2009, and to the references to us under the headings “Financial Highlights” in the Prospectus and “Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information, which are part of such Registration Statement.

 

DELOITTE & TOUCHE LLP
New York, New York
October 27, 2009

The Lord Abbett Family of Funds

Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement

as of August 10, 2007

AMENDED AND RESTATED RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of August 10, 2007 by and between each of the registered, open-end management investment companies acting individually in respect of their constituent series listed on Schedule A hereto (each a “Fund”) and Lord Abbett Distributor LLC, a New York limited liability company (the “Distributor”). This Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement dated as of August 10, 2007 supersedes the Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement dated as of March 23, 2006.

WHEREAS, each Fund is an open-end management investment company or a series thereof registered under the Investment Company Act of 1940, as amended (the “Act”), and the Distributor is the exclusive selling agent of the Fund’s shares of beneficial interest or common stock, as the case may be (“Shares”), pursuant to the Distribution Agreement between the Fund and the Distributor.

WHEREAS, each Fund desires to amend and restate its Distribution Plan and Agreement by adopting and entering into this instrument on a several but not joint basis with each other Fund (as amended and restated, the “Plan”) with the Distributor, as permitted by Rule 12b-1 under the Act, pursuant to which the Fund may make certain payments to the Distributor to be used by the Distributor or paid to institutions and persons permitted by applicable law and/or rules to receive such payments (“Authorized Institutions”) in connection with sales of Shares and/or servicing of accounts of shareholders holding Shares, with which the Distributor has entered into a dealer or similar agreement (the “Agreements”).

WHEREAS, the Fund’s Board of Directors or Trustees, as the case may be (“Board”), has determined that there is a reasonable likelihood that the Plan will benefit the Fund and the holders of the Shares.

NOW, THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:

1. The Fund has entered into a Distribution Agreement with the Distributor, under which the Distributor uses reasonable efforts, consistent with its other business, to secure purchasers of the Fund’s Shares. These efforts may include, but neither are required to include nor are limited to, the following: (a) making payments to Authorized Institutions in connection with sales of Shares and/or servicing of accounts of shareholders holding Shares; (b) providing continuing information and investment services to shareholder accounts not serviced by Authorized Institutions receiving a service fee from the Distributor hereunder and otherwise to encourage shareholder accounts to remain invested in the Shares; and (c) otherwise rendering service to the Fund, including paying and financing the payment of sales commissions, service fees and other costs of distributing and selling Shares as provided in paragraph 2 of this Plan.


2.(a) Class A Fees .

(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 0.50% of the average daily net asset value of Class A Shares outstanding, subject to paragraph 3 hereof and any reduction specified on Schedule B hereto. Payments by holders of Class A Shares of contingent deferred reimbursement charges relating to distribution fees paid by the Fund hereunder shall reduce the amount of distribution fees for purposes of the annual 0.50% limit in those instances where the Fund is entitled to retain these charges. Notwithstanding the foregoing, the Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund shall pay to the Distributor an aggregate fee at the annual rate of 0.15% of the average daily net asset value of Class A Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class A Shares or in service activities with respect to Class A Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.

(ii) Subject to the aggregate fee amounts set forth in paragraph 2(a)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed 0.25% of the average daily net asset value of Class A Shares outstanding, subject to any reduction specified on Schedule B hereto. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.

(b) Class B Fees .

(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class B Shares outstanding, subject to paragraph 3 hereof. Notwithstanding the foregoing, the Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund shall pay to the Distributor an aggregate fee at the annual rate of .75% of the average daily net asset value of Class B Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class B Shares or in service activities with respect to the Class B Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.

(ii) Subject to the aggregate fee amounts set forth in paragraph 2(b)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class B Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.

 

2


(c) Class C Fees .

(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class C Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class C Shares or in service activities with respect to the Class C Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.

(ii) Subject to the aggregate fee amounts set forth in paragraph 2(c)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class C Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.

(d) Class F Fees .

(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class F Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class F Shares or in service activities with respect to Class F Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.

(ii) Subject to the aggregate fee amounts set forth in paragraph 2(d)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class F Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.

(e) Class P Fees .

(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of .75% of the average daily net asset value of Class P Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class P Shares or in service activities with respect to Class P Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.

 

3


(ii) Subject to the aggregate fee amounts set forth in paragraph 2(e)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class P Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.

(f) Class R2 Fees .

(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class R2 Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class R2 Shares or in service activities with respect to Class R2 Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.

(ii) Subject to the aggregate fee amounts set forth in paragraph 2(f)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value Class R2 Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.

(g) Class R3 Fees .

(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class R3 Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class R3 Shares or in service activities with respect to Class R3 Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.

(ii) Subject to the aggregate fee amounts set forth in paragraph 2(g)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class R3 Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.

3. The Board shall from time to time determine the amounts, within the foregoing maximum amounts described in paragraph 2, that the Fund may pay the Distributor hereunder. These determinations and approvals of nonmaterial amendments to this Plan by the Board shall be made and given by votes of the kind referred to in paragraph 9.

 

4


4. The net asset value of the Shares shall be determined as provided in the Prospectus and Statement of Additional Information of the Fund. Any fees payable hereunder, which may be waived by the Distributor or Authorized Institutions in whole or in part, may be calculated and paid at least quarterly. If the Distributor waives all or a portion of the fees that are to be paid by the Fund hereunder, the Distributor shall not be deemed to have waived its rights under this Plan to have the Fund pay fees in the future. Nothing herein shall prohibit the Distributor from collecting Distribution Fees in any given year, as provided hereunder, in excess of expenditures made in that year for activities authorized under paragraph 1 hereof. The Distributor in its sole discretion may assign its right to receive fees hereunder.

5. The Distributor shall provide to the Fund’s Board, and the Board shall review at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which the expenditures were made, including amounts expended for “distribution activities” and/or “service activities.” For purposes of this Plan, “distribution activities” shall mean any activities that are not deemed “service activities.” “Service activities” shall mean activities in connection with the provision of personal, continuing services to shareholder accounts in the Shares; provided, however, that if the National Association of Securities Dealers, Inc. (“NASD”) adopts a definition of “service fee” for purposes of Section 2830(b)(9) of the NASD Conduct Rules or any successor provision that differs from the definition of “service activities” hereunder, or if the NASD adopts a related interpretive position intended to define the same concept, the definition of “service activities” in this paragraph shall be automatically amended, without further action of the parties, to conform to the then effective NASD definition. Overhead and other expenses related to “distribution activities” or “service activities,” including telephone and other communications expenses, may be included in the information regarding amounts expended for these activities.

6. The Distributor shall give the Fund the benefit of the Distributor’s reasonable judgment and good faith efforts in rendering services under this Plan. Other than to abide by the provisions hereof and render the services called for hereunder in good faith, the Distributor assumes no responsibility under this Plan and, having so acted, the Distributor shall not be held liable or held accountable for any mistake of law or fact, or for any loss or damage arising or resulting therefrom suffered by the Fund, or any of its shareholders, creditors, Board Members, or officers of the Fund; provided however, that nothing herein shall be deemed to protect the Distributor against any liability to the Fund or its shareholders by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder, or by reason of the reckless disregard of its obligations and duties hereunder.

7. This Plan shall become effective upon the date hereof, and shall continue in effect from year to year so long as the Plan, together with any related agreements, is specifically approved at least annually by votes of a majority of both (a) the Board and (b) those Board Members who are not “interested persons” of the Fund and have no direct or indirect financial interest in the operation of this Plan or any agreements related thereto (“Independent Board Members”), cast in person at a meeting called for the purpose of voting on this approval. If a Fund is a series of a registered investment company, references to the Board, Board Members and Independent Board Members shall be to that or those of the company of which the Fund is a series.

 

5


8. This Plan may not be amended to increase materially the amount to be spent by the Fund hereunder above the maximum amounts referred to in paragraph 2 without a vote of a majority of the outstanding voting securities of the Fund in compliance with Rule 12b-1 and Rule 18f-3 under the Act or any successor statutes, rules or regulations as in effect at that time, and each material amendment must be approved in the manner provided for by paragraph 7. Because this amendment and restatement of the Plan does not increase the fees payable under the Plan as previously in effect, approval in the manner specified in paragraph 7 shall be sufficient for its adoption.

9. Amendments to this Plan other than material amendments of the kind referred to in paragraph 8 may be adopted by a majority of both (a) the Board Members and (b) the Independent Board Members. The Board may, by such a vote, interpret this Plan and make all determinations necessary or advisable for its administration.

10. This Plan may be terminated at any time without the payment of any penalty by the vote of a majority of the Independent Board Members, or by a vote of a majority of the outstanding voting securities of the Fund in compliance with Rule 12b-1 and Rule 18f-3 under the Act or any successor statute, rule or regulation as in effect at that time. This Plan shall automatically terminate in the event of its assignment.

11. So long as this Plan shall remain in effect, the selection and nomination of those Board Members of the Fund who are not “interested persons” of the Fund are committed to the discretion of the incumbent disinterested Board Members. The terms “interested persons,” “assignment” and “vote of a majority of the outstanding voting securities” shall have the same meanings as those terms are defined in the Act.

12. The Funds are adopting and entering into this Plan on a common basis for administrative convenience and not for the reason of creating or incurring any right, privilege, obligation or liability with respect to each other. Without limiting the generality of the foregoing, the obligations of the Funds under this Plan are several and not joint, and no Fund or class of Shares shall have any liability to pay any fee for any other Fund or class of Shares. This Plan shall be severable as to any Fund at the election of the Independent Board Members of that Fund. Additional Funds or classes of Shares may be added and existing Funds or classes of Shares may be removed from the operation of this Plan without action by any other Fund or class of Shares.

13. The obligations of the Fund, including those imposed hereby, are not personally binding upon, nor shall resort be had to the private property of, any of the Board Members, shareholders, officers, employees or agents of the Fund individually, but are binding only upon the assets and property of the Fund. Any and all personal liability, either at common law or in equity, or by statute or constitution, of every Board Member, shareholder, officer, employee or agent for any breach of the Fund of any agreement, representation or warranty hereunder is hereby expressly waived as a condition of and in consideration for the execution of this Agreement by the Fund.

 

6


IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and on its behalf by its duly authorized representative as of the date first above written.

 

EACH OF THE FUNDS LISTED ON SCHEDULE A HERETO
By:  

/s/ Lawrence H. Kaplan

  Lawrence H. Kaplan
  Vice President & Secretary

 

ATTEST:

/s/ Lawrence B. Stoller

Lawrence B. Stoller
Vice President & Assistant Secretary

 

LORD ABBETT DISTRIBUTOR LLC
By:  

LORD, ABBETT & CO. LLC

  Managing Member
By:  

/s/ Lawrence H. Kaplan

  Lawrence H. Kaplan
  A Member

 

7


SCHEDULE A

The Lord Abbett Family of Funds

Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement

As of December 10, 2008 1

 

FUNDS

  

CLASSES

Lord Abbett Affiliated Fund, Inc.

   A, B, C, F, P, R2, R3

Lord Abbett Blend Trust

  

Lord Abbett Small-Cap Blend Fund

   A, B, C, F, P, R2, R3

Lord Abbett Bond-Debenture Fund, Inc.

   A, B, C, F, P, R2, R3

Lord Abbett Developing Growth Fund, Inc.

   A, B, C, F, P, R2, R3

Lord Abbett Global Fund, Inc.

  

Lord Abbett Global Allocation Fund

   A, B, C, F, P, R2, R3

Lord Abbett Developing Local Markets Fund

   A, B, C, F, P, R2, R3

Lord Abbett Investment Trust

  

Lord Abbett Balanced Strategy Fund

   A, B, C, F, P, R2, R3

Lord Abbett Convertible Fund

   A, B, C, F, P, R2, R3

Lord Abbett Core Fixed Income Fund

   A, B, C, F, P, R2, R3

Lord Abbett Diversified Equity Strategy Fund

   A, B, C, F, P, R2, R3

Lord Abbett Diversified Income Strategy Fund

   A, B, C, F, P, R2, R3

Lord Abbett Floating Rate Fund

   A, B, C, F, R2, R3

Lord Abbett Growth & Income Strategy Fund

   A, B, C, F, P, R2, R3

Lord Abbett High Yield Fund

   A, B, C, F, P, R2, R3

Lord Abbett Income Fund

   A, B, C, F, P, R2, R3

Lord Abbett Short Duration Income Fund

   A, B, C, F, P, R2, R3

Lord Abbett Total Return Fund

   A, B, C, F, P, R2, R3

Lord Abbett Large-Cap Growth Fund

   A, B, C, F, P, R2, R3

Lord Abbett Mid-Cap Value Fund, Inc.

   A, B, C, F, P, R2, R3

 

1

As amended December 10, 2008 to reflect the addition of the Lord Abbett Short Duration Tax Free Fund, a series of Lord Abbett Municipal Income Trust.

 

A-1


Lord Abbett Municipal Income Fund, Inc.

  

Lord Abbett California Tax-Free Income Fund

   A, C, F, P

Lord Abbett Connecticut Tax-Free Income Fund

   A, F, P

Lord Abbett Hawaii Tax-Free Income Fund

   A, F, P

Lord Abbett Missouri Tax-Free Income Fund

   A, F, P

Lord Abbett National Tax-Free Income Fund

   A, B, C, F, P

Lord Abbett New Jersey Tax-Free Income Fund

   A, F, P

Lord Abbett New York Tax-Free Income Fund

   A, C, F, P

Lord Abbett Municipal Income Trust

  

Lord Abbett High Yield Municipal Bond Fund

   A, B, C, F, P

Lord Abbett Intermediate Tax-Free Fund

   A, B, C, F, P

Lord Abbett Short Duration Tax Free Fund 1

   A, B, C, F

Georgia Series

   A, F, P

Pennsylvania Series

   A, F, P

Lord Abbett Research Fund, Inc.

  

Lord Abbett America’s Value Fund

   A, B, C, F, P, R2, R3

Lord Abbett Growth Opportunities Fund

   A, B, C, F, P, R2, R3

Lord Abbett Large-Cap Core Fund

   A, B, C, F, P, R2, R3

Small-Cap Value Series

   A, B, C, F, P, R2, R3

Lord Abbett Securities Trust

  

Lord Abbett All Value Fund

   A, B, C, F, P, R2, R3

Lord Abbett Alpha Strategy Fund

   A, B, C, F, P, R2, R3

Lord Abbett International Core Equity Fund

   A, B, C, F, P, R2, R3

Lord Abbett International Dividend Income Fund

   A, B, C, F, R2, R3

Lord Abbett International Opportunities Fund

   A, B, C, F, P, R2, R3

Lord Abbett Large-Cap Value Fund

   A, B, C, F, P, R2, R3

Lord Abbett Micro-Cap Growth Fund

   A

Lord Abbett Micro-Cap Value Fund

   A

Lord Abbett Value Opportunities Fund

   A, B, C, F, P, R2, R3

Lord Abbett U.S. Government & Government

  

Sponsored Enterprises Money Market Fund, Inc.

   A, B, C

 

A-2


SCHEDULE B

The Lord Abbett Family of Funds – Class A

Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement

As of December 10, 2008

 

Entity / Fund

   Service fees payable with respect to Class A
Shares that were initially issued, or are
attributable to shares that were initially
issued, by the Fund or a predecessor fund
prior to [DATE] shall not exceed [RATE] of
the average net asset value of such Shares:
 

Lord Abbett Investment Trust –

Lord Abbett Income Fund

   9/1/85 - .15 of 1

Lord Abbett Affiliated Fund

   6/1/90 - .15 of 1

Lord Abbett Bond-Debenture Fund

   6/1/90 - .15 of 1

Lord Abbett Developing Growth Fund

   6/1/90 - .15 of 1

Lord Abbett Mid-Cap Value Fund

   6/1/90 - .15 of 1

Lord Abbett Municipal Income Fund –

Lord Abbett National Tax-Free Income Fund

   6/1/90 - .15 of 1

Lord Abbett Municipal Income Fund –

Lord Abbett New York Tax-Free Income Fund

   6/1/90 - .15 of 1

Lord Abbett Municipal Income Fund –

Lord Abbett New Jersey Tax-Free Income Fund

   7/1/92 - .15 of 1

Lord Abbett Municipal Income Fund –

Lord Abbett Hawaii Tax-Free Income Fund

   1/1/93 - .15 of 1

Lord Abbett Municipal Income Trust –

Pennsylvania Series

   4/1/98 - .15 of 1

Lord Abbett Municipal Income Trust –

Georgia Series

   10/1/05 - .15 of 1

 

B-1

The Lord Abbett Family of Funds

Amended and Restated Plan as of July 1, 2008

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 (the “Plan”) 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 F, Class P, Class R2, Class R3, and Class I 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 F shares, Class P shares, Class R2 shares, Class R3 shares, Class I shares, and Class VC shares will be offered at their NAV without an initial sales charge.

(b) Service and Distribution Fees . As to the shares of Class A, Class B, Class C, Class F, Class P, Class R2, and Class R3, each Fund will pay service and/or distribution fees under the Plan from time to time in effect adopted for such classes pursuant to Rule 12b-1 under the 1940 Act (the “Joint 12b-1 Plan”), at such rates as are set by its Board.


Pursuant to the Joint 12b-1 Plan as to the Class A shares, if effective, each Fund will generally pay distribution fees at an aggregate fee at the annual rate of 0.35% of the average daily NAV of the Class A share accounts, or such other rate as set by the Board from time to time. The Board has the authority to increase the total fees payable under the Joint 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an aggregate fee at the annual rate of 0.50% of the average daily NAV of the Class A shares. The effective dates of the Joint 12b-1 Plan 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 the Joint 12b-1 Plan as to the Class B shares, if effective, each Fund will generally pay an aggregate fee at the annual rate of up to 1.00% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time.

Pursuant to the Joint 12b-1 Plan as to the Class C shares, if effective, each Fund will generally pay an aggregate fee at an annual rate of up to 1.00% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time.

Pursuant to the Joint 12b-1 Plan as to the Class F shares, if effective, each Fund will generally pay an aggregate fee at an annual rate of up to 0.10% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. 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 members thereof, up to an aggregate fee at the annual rate of 1.00% of the average daily NAV of the Class F shares.

Pursuant to the Joint 12b-1 plan as to the Class P shares, if operational, each Fund will generally pay an aggregate fee at an annual rate of up to 0.45% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. 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 members thereof, up to an annual rate of 0.75% of the average daily NAV of the Class P shares.

Pursuant to the Joint 12b-1 Plan as to the Class R2 shares, if effective, each Fund will generally pay an aggregate fee at an annual rate of up to 0.60% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. 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 members thereof, up to an annual rate of 1.00% of the average daily NAV of the Class R2 shares.

Pursuant to the Joint 12b-1 Plan as to the Class R3 shares, if effective, each Fund will generally pay an aggregate fee at an annual rate of up to 0.50% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. 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 members thereof, up to an annual rate of 1.00% of the average daily NAV of the Class R3 shares.

 

-2-


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 an aggregate fee at an annual rate of up to 0.25% of the average daily NAV of such shares then outstanding to certain insurance companies for the service and maintenance of shareholder accounts, or such other rate as set by the Board from time to time.

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

(c) Contingent Deferred Sales Charges (“CDSC”) . Subject to some waiver exceptions, Class A shares purchased in amounts of $1 million or more will be subject to a CDSC equal to 1.00% of the lower of the cost or the NAV of such shares if the shares are redeemed for cash on or before the first day of the month in which the one-year anniversary of the original purchase falls.

Class B shares will be subject to a CDSC ranging from 5.00% to 1.00% 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 1.00% 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.

The Class F, Class P, Class R2, Class R3, and Class I shares will not 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 the Joint 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

 

-3-


Blue Sky expenses will be treated as common expenses. In the case of Series Fund, Blue Sky expenses will be allocated entirely to Class P, as the Class VC 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, none of the other classes of shares shall 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

 

-4-


another Fund, or other Lord Abbett-sponsored fund or series thereof, without the imposition of any sales charge, fee or other charge. In addition, shares of Classes F, P, R2, and R3 may be exchanged for Class A shares, but such an exchange will be subject to the imposition of a sales charge to the same extent as any purchase of Class A shares for cash.

* * *

This 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.

This Plan has been adopted for each 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.

 

-5-


SCHEDULE A

As of December 10, 2008 1

The Lord Abbett Family of Funds

 

FUNDS

 

CLASSES

Lord Abbett Affiliated Fund, Inc.   A, B, C, F, I, P, R2, R3
Lord Abbett Blend Trust  

Lord Abbett Small-Cap Blend Fund

  A, B, C, F, I, P, R2, R3
Lord Abbett Bond-Debenture Fund, Inc.   A, B, C, F, I, P, R2, R3
Lord Abbett Developing Growth Fund, Inc.   A, B, C, F, I, P, R2, R3
Lord Abbett Global Fund, Inc.  

Lord Abbett Global Allocation Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett Developing Local Markets Fund

  A, B, C, F, I, P, R2, R3
Lord Abbett Investment Trust  

Lord Abbett Balanced Strategy Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett Convertible Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett Core Fixed Income Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett Diversified Equity Strategy Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett Diversified Income Strategy Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett Floating Rate Fund

  A, B, C, F, I, R2, R3

Lord Abbett Growth & Income Strategy Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett High Yield Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett Income Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett Short Duration Income Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett Total Return Fund

  A, B, C, F, I, P, R2, R3
Lord Abbett Large-Cap Growth Fund   A, B, C, F, I, P, R2, R3
Lord Abbett Mid-Cap Value Fund, Inc.   A, B, C, F, I, P, R2, R3
Lord Abbett Municipal Income Fund, Inc.  

Lord Abbett California Tax-Free Income Fund

  A, C, F, P

Lord Abbett Connecticut Tax-Free Income Fund

  A, F, P

Lord Abbett Hawaii Tax-Free Income Fund

  A, F, P

Lord Abbett Missouri Tax-Free Income Fund

  A, F, P

Lord Abbett National Tax-Free Income Fund

  A, B, C, F, I, P

Lord Abbett New Jersey Tax-Free Income Fund

  A, F, P

Lord Abbett New York Tax-Free Income Fund

  A, C, F, P

 

A-1


Lord Abbett Municipal Income Trust  

Lord Abbett High Yield Municipal Bond Fund

  A, B, C, F, I, P

Lord Abbett Intermediate Tax-Free Fund

  A, B, C, F, P

Lord Abbett Short Duration Tax Free Fund 1

  A, B, C, F, I

Georgia Series

  A, F, P

Pennsylvania Series

  A, F, P
Lord Abbett Research Fund, Inc.  

Lord Abbett America’s Value Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett Growth Opportunities Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett Large-Cap Core Fund

  A, B, C, F, I, P, R2, R3

Small-Cap Value Series

  A, B, C, F, I, P, R2, R3
Lord Abbett Securities Trust  

Lord Abbett All Value Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett Alpha Strategy Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett International Core Equity Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett International Dividend Income Fund

  A, B, C, F, I, R2, R3

Lord Abbett International Opportunities Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett Large-Cap Value Fund

  A, B, C, F, I, P, R2, R3

Lord Abbett Micro-Cap Growth Fund

  A, I

Lord Abbett Micro-Cap Value Fund

  A, I

Lord Abbett Value Opportunities Fund

  A, B, C, F, I, P, R2, R3
Lord Abbett Series Fund, Inc.  

All Value Portfolio

  All Value Portfolio (VC)

America’s Value Portfolio

  America’s Value Portfolio (VC)

Bond-Debenture Portfolio

  Bond-Debenture Portfolio (VC)

Growth and Income Portfolio

  Growth and Income Portfolio (VC, P)

Growth Opportunities Portfolio

  Growth Opportunities Portfolio (VC)

International Portfolio

  International Portfolio (VC)

Large-Cap Core Portfolio

  Large-Cap Core Portfolio (VC)

Mid-Cap Value Portfolio

  Mid-Cap Value Portfolio (VC)

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

  A, B, C, I

 

1 As amended on December 10, 2008 to reflect the addition of Lord Abbett Short Duration Tax Free Fund, a series of Lord Abbett Municipal Income Trust.

 

A-2