485BPOS

1933 Act File No. 002-10638

1940 Act File No. 811-00005

UNITED STATES

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. 109	X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940	X
Amendment No. 109	X

LORD ABBETT AFFILIATED FUND, INC.

(Exact Name of Registrant as Specified in Charter)

90 Hudson Street, Jersey City, New Jersey	07302-3973
(Address of Principal Executive Office)	(Zip Code)

Registrant’s Telephone Number, including Area Code:   (800) 201-6984

Brooke A. Fapohunda, Esq.
Vice President and 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 upon filing pursuant to paragraph (b)
X	on March 1, 2015 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.

Lord Abbett Affiliated Fund

PROSPECTUS

MARCH 1, 2015

CLASS	TICKER	CLASS	TICKER
A	LAFFX	R2	LAFQX
B	LAFBX	R3	LAFRX
C	LAFCX	R4	TBD
F	LAAFX	R5	TBD
I	LAFYX	R6	TBD
P	LAFPX

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

WHAT YOU SHOULD KNOW ABOUT THE FUND
	Investment Objective	2
	Fees and Expenses	2
	Principal Investment Strategies	3
	Principal Risks	4
	Performance	7
	Management	8
	Purchase and Sale of Fund Shares	9
	Tax Information	9
	Payments to Broker-Dealers and Other Financial Intermediaries	9

MORE INFORMATION ABOUT THE FUND
	Investment Objective	10
	Principal Investment Strategies	10
	Principal Risks	12
	Disclosure of Portfolio Holdings	16
	Management and Organization of the Fund	16

INFORMATION FOR MANAGING YOUR FUND ACCOUNT
	Choosing a Share Class	17
	Sales Charges	25
	Sales Charge Reductions and Waivers	27
	Financial Intermediary Compensation	32
	Purchases	37
	Exchanges	38
	Redemptions	39
	Account Services and Policies	41
	Distributions and Taxes	49

FINANCIAL INFORMATION
	Financial Highlights	52

AFFILIATED FUND

INVESTMENT OBJECTIVE

The Fund’s investment objective is long-term growth of capital and income without excessive fluctuations in market value.

FEES AND EXPENSES

This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and certain members of your family invest, or agree to invest in the future, at least $50,000 in the Lord Abbett Family of Funds. More information about these and other discounts is available from your financial professional and in “Sales Charge Reductions and Waivers” on page 27 of the prospectus and “Purchases, Redemptions, Pricing, and Payments to Dealers” on page 8-1 of the statement of additional information (“SAI”).

Shareholder Fees (Fees paid directly from your investment)
Class	A	B	C	F, I, P, R2, R3, R4, R5, and R6
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price)	5.75%	None	None	None
Maximum Deferred Sales Charge (Load) (as a percentage of offering price or redemption proceeds, whichever is lower)	None(1)	5.00%	1.00%(2)	None

Annual Fund Operating Expenses (Expenses that you pay each year as a percentage of the value of your investment)
Class		A	B	C	F	I	P	R2	R3	R4	R5	R6
Management Fees		0.31%	0.31%	0.31%	0.31%	0.31%	0.31%	0.31%	0.31%	0.31%	0.31%	0.31%
Distribution and Service (12b-1) Fees		0.25%	1.00%	1.00%	0.10%	None	0.45%	0.60%	0.50%	0.25%	None	None
Other Expenses		0.18%	0.18%	0.18%	0.18%	0.18%	0.18%	0.18%	0.18%	0.18%(3)	0.18%(3)	0.08%(3)
Total Annual Fund Operating Expenses		0.74%	1.49%	1.49%	0.59%	0.49%	0.94%(4)	1.09%	0.99%	0.74%(3)	0.49%(3)	0.39%(3)
(1)	A contingent deferred sales charge (“CDSC”) of 1.00% may be assessed on certain Class A shares purchased or acquired without a sales charge if they are redeemed before the first day of the month of the one-year anniversary of the purchase.
(2)	A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase.
(3)	Based on estimated amounts for the current fiscal year.
(4)	This amount has been updated from fiscal year amounts to reflect current fees and expenses.

Example

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The example assumes that you invest $10,000 in the Fund at the maximum sales charge, if any, for the

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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. The first example assumes a deduction of the applicable contingent deferred sales charge (“CDSC”) for the one-year, three-year, and five-year periods for Class B shares and for the one-year period for Class C 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 first example assumes that you redeem all of your shares at the end of the periods. Although your actual costs may be higher or lower, based on these assumptions, your costs (including any applicable CDSC) would be as shown below. The second example assumes that you do not redeem and instead keep your shares.

Class	If Shares Are Redeemed												If Shares Are Not Redeemed
	1 Year			3 Years			5 Years			10 Years			1 Year			3 Years			5 Years			10 Years
Class A Shares		$	646		$	798		$	963		$	1,441		$	646		$	798		$	963		$	1,441
Class B Shares		$	652		$	771		$	1,013		$	1,576		$	152		$	471		$	813		$	1,576
Class C Shares		$	252		$	471		$	813		$	1,779		$	152		$	471		$	813		$	1,779
Class F Shares		$	60		$	189		$	329		$	738		$	60		$	189		$	329		$	738
Class I Shares		$	50		$	157		$	274		$	616		$	50		$	157		$	274		$	616
Class P Shares		$	96		$	300		$	520		$	1,155		$	96		$	300		$	520		$	1,155
Class R2 Shares		$	111		$	347		$	601		$	1,329		$	111		$	347		$	601		$	1,329
Class R3 Shares		$	101		$	315		$	547		$	1,213		$	101		$	315		$	547		$	1,213
Class R4 Shares		$	76		$	237		$	411		$	918		$	76		$	237		$	411		$	918
Class R5 Shares		$	50		$	157		$	274		$	616		$	50		$	157		$	274		$	616
Class R6 Shares		$	40		$	125		$	219		$	493		$	40		$	125		$	219		$	493

Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or “turns over” its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the Fund’s performance. During the most recent fiscal year, the Fund’s portfolio turnover rate was 81.28% of the average value of its portfolio.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of large companies. The Fund invests principally in equity securities of companies in the Russell 1000^® Index that pay dividends and that the portfolio management team believes have the potential for capital appreciation. In selecting investments, the Fund focuses on U.S. companies that

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pay dividends. The Fund also may invest to a lesser extent in foreign (including emerging market) companies. Foreign companies may be traded on U.S. or non-U.S. securities exchanges and may be denominated in the U.S. dollar or other currencies. The Fund’s principal investments include the following types of securities and other financial instruments:

• Equity securities, including any security that represents equity ownership in a company. Currently, the Fund invests in equity securities consisting primarily of common stocks, preferred stocks, equity interests in trusts (including real estate investment trusts (“REITs”) and privately offered trusts), partnerships, joint ventures, limited liability companies, and vehicles with similar legal structures, and other instruments with similar characteristics. The Fund considers equity securities to include rights offerings and investments that convert into the equity securities described above.

• Large companies having a market capitalization at the time of purchase that falls within the market capitalization range of companies in the Russell 1000^® Index.

• Dividend paying securities issued by companies that pay out a portion of their profits to shareholders instead of reinvesting all their profits in their businesses. Although issuers of dividend paying securities may include fast growing companies, they more commonly are “value” companies whose securities the portfolio team believes have the potential for investment return because they are underpriced or undervalued according to certain financial measurements of intrinsic worth or business prospects.

The Fund’s portfolio management team uses fundamental research and quantitative analysis to select the Fund’s investments. The Fund may engage in active and frequent trading of its portfolio securities.

The Fund generally will sell a security when the Fund believes the security is less likely to benefit from the current market and economic environment, shows signs of deteriorating fundamentals, or has reached its valuation target, among other reasons. The Fund seeks to remain fully invested in accordance with its investment objective; however, in response to adverse economic, market or other unfavorable conditions, the Fund may invest its assets in a temporary defensive manner.

PRINCIPAL RISKS

As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you

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paid for them, which means that you may lose a portion or all of the money you invested in the Fund. The principal risks of investing in the Fund, which could adversely affect its performance, include:

• Investment Strategy Risk: If the Fund’s fundamental research and quantitative analysis fail to produce the intended result, the Fund may suffer losses or underperform its benchmark or other funds with the same investment objective or strategies, even in a rising market. In addition, the Fund’s strategy of focusing on dividend paying companies means the Fund will be more exposed to risks associated with that particular market segment than a fund that invests more widely.

• Market Risk: The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions and other factors. Prices of equity securities tend to rise and fall more dramatically than those of debt securities.

• Equity Securities Risk: Common stocks and other equity securities, as well as equity-like securities such as convertible debt securities, may experience significant volatility. Such securities may fall sharply in response to adverse events affecting overall markets, a particular industry or sector, or an individual company’s financial condition.

• Industry and Sector Risk: Although the Fund does not employ an industry or sector focus, its exposure to specific industries or sectors will increase from time to time based on the portfolio management team’s perception of investment opportunities. If the Fund overweights a single industry or sector relative to its benchmark index, the Fund will face an increased risk that the value of its portfolio will decrease because of events disproportionately affecting that industry or sector. Furthermore, investments in particular industries or sectors may be more volatile than the broader market as a whole.

• Dividend Risk: Securities of dividend paying companies that meet the Fund’s investment criteria may not be widely available, limiting the Fund’s ability to produce current income and increasing the volatility of the Fund’s returns. At times, the performance of dividend paying companies may lag the performance of other companies or the broader market as a whole. In addition, the dividend payments of the Fund’s portfolio companies may vary over time, and there is no guarantee that a company will pay a dividend at all.

• Large Company Risk: As compared to smaller successful companies, larger, more established companies may be less able to respond quickly to certain market developments and may have slower rates of growth. Large companies also may fall out of favor relative to smaller companies in certain market cycles, causing the Fund to incur losses or underperform.

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• Mid-Sized Company Risk: The equity securities of mid-sized companies typically involve greater investment risks than larger, more established companies. As compared to larger companies, mid-sized companies may have limited management experience or depth, limited ability to generate or borrow capital needed for growth, and limited products or services, or operate in markets that have not yet been established. Accordingly, mid-sized company securities tend to be more sensitive to changing economic, market and industry conditions and tend to be more volatile and less liquid than equity securities of larger companies, especially over the short term. Mid-sized companies also may fall out of favor relative to larger companies in certain market cycles, causing the Fund to incur losses or underperform.

• Foreign and Emerging Market Company Risk: The Fund’s investments in foreign (including emerging market) companies and in U.S. companies with economic ties to foreign markets generally involve special risks that can increase the likelihood that the Fund will lose money. For example, as compared with companies organized and operated in the U.S., these companies may be more vulnerable to economic, political, and social instability and subject to less government supervision, lack of transparency, inadequate regulatory and accounting standards, and foreign taxes. In addition, the securities of foreign companies also may be subject to inadequate exchange control regulations, the imposition of economic sanctions or other government restrictions, higher transaction and other costs, reduced liquidity, and delays in settlement to the extent they are traded on non-U.S. exchanges or markets. Emerging market securities generally are more volatile than other foreign securities, and are subject to greater liquidity, regulatory, and political risks.

• Liquidity/Redemption Risk: The Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid.

• High Portfolio Turnover Risk: High portfolio turnover may result in increased brokerage fees or other transaction costs, reduced investment performance, and higher taxes resulting from increased realized capital gains.

An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. For more information on the principal risks of the Fund, please see the “More Information About the Fund – Principal Risks” section in the prospectus.

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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, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance is shown for Class R4, R5, and R6 shares because these classes have not completed a full calendar year of operations.

The bar chart shows changes in the performance of the Fund’s Class A shares from calendar year to calendar year. This chart does not reflect the sales charge applicable to Class A shares. If the sales charge were reflected, returns would be lower. Performance for the Fund’s other share classes will vary due to the different expenses each class bears. Updated performance information is available at www.lordabbett.com or by calling 888-522-2388.

Bar Chart (per calendar year) — Class A Shares

Best Quarter 2nd Q ’09 +18.76% Worst Quarter 3rd Q ’11 -20.73%

The table below shows how the Fund’s average annual total returns compare to the returns of a securities market index with investment characteristics similar to those of the Fund. The Fund’s average annual total returns include applicable sales charges.

The after-tax returns of Class A shares included in the table below are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to a tax benefit resulting from realized losses on a sale of Fund shares at the end of the period that is used to offset other gains. Actual after-tax returns depend on an investor’s tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through

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tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts (“IRAs”). After-tax returns for other share classes are not shown in the table and will vary from those shown for Class A shares.

Average Annual Total Returns (for the periods ended December 31, 2014)
Class	1 Year	5 Years	10 Years	Life of Class	Inception Date for Performance
Class A Shares
Before Taxes	5.62%	11.26%	4.89%	–
After Taxes on Distributions	3.90%	10.66%	4.13%	–
After Taxes on Distributions and Sale of Fund Shares	4.55%	8.96%	3.96%	–
Class B Shares	6.19%	11.57%	4.96%	–
Class C Shares	10.17%	11.83%	4.81%	–
Class F Shares	12.23%	12.83%	–	4.02%	9/28/2007
Class I Shares	12.23%	12.92%	5.85%	–
Class P Shares	11.99%	12.55%	5.43%	–
Class R2 Shares	11.63%	12.25%	–	3.50%	9/28/2007
Class R3 Shares	11.75%	12.38%	–	3.61%	9/28/2007
Index
Russell 1000® Value Index (reflects no deduction for fees, expenses, or taxes)	13.45%	15.42%	7.30%	5.34%	9/28/2007
Lipper Average
Lipper Equity Income Funds Average (reflects no deduction for sales charges or taxes)	9.76%	13.28%	7.23%	5.44%	9/28/2007

MANAGEMENT

Investment Adviser. The Fund’s investment adviser is Lord, Abbett & Co. LLC.

Portfolio Managers.

Portfolio Manager/Title	Member of the Investment Management Team Since
Walter H. Prahl, Partner and Director	2013
Frederick J. Ruvkun, Partner and Portfolio Manager	2013

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PURCHASE AND SALE OF FUND SHARES

The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. Class B shares no longer are available for purchase by new or existing investors and only will be issued in connection with (i) an exchange of Class B shares from another Lord Abbett Fund or (ii) a reinvestment of a dividend and/or capital gain distribution. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. Class P shares are closed to substantially all new investors. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See “Choosing a Share Class – Investment Minimums” in the prospectus for more information.

Investment Minimums — Initial/Additional Investments
Class	A and C	F, P, R2, R3, R4, R5, and R6	I
General and IRAs without Invest-A-Matic Investments	$1,000/No minimum	N/A	$1 million minimum
Invest-A-Matic Accounts	$250/$50	N/A	N/A
IRAs, SIMPLE and SEP Accounts with Payroll Deductions	No minimum	N/A	N/A
Fee-Based Advisory Programs and Retirement and Benefit Plans	No minimum	No minimum	No minimum

You may sell (redeem) shares through your securities broker, financial professional or financial intermediary. If you have direct account access privileges, you may redeem your shares by contacting the Fund in writing at P.O. Box 219336, Kansas City, MO 64121, by calling 888-522-2388 or by accessing your account online at www.lordabbett.com.

TAX INFORMATION

The Fund’s distributions, if any, generally are taxable to you as ordinary income, capital gains or a combination of the two. Certain taxes on distributions may not apply to tax exempt investors or tax deferred accounts, such as a 401(k) plan or an IRA.

PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES

If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Fund’s distributor or its affiliates may pay the intermediary for the sale of Fund shares and related services. These

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payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your individual financial professional to recommend the Fund over another investment. Ask your individual financial professional or visit your financial intermediary’s website for more information.

INVESTMENT OBJECTIVE

The Fund’s investment objective is long-term growth of capital and income without excessive fluctuations in market value.

PRINCIPAL INVESTMENT STRATEGIES

Under normal circumstances, the Fund invests at least 80% of its net assets in equity securities of large companies. The Fund invests principally in equity securities of companies in the Russell 1000^® Index that pay dividends and that the portfolio management team believes have the potential for capital appreciation. The Fund’s portfolio management team uses fundamental research and quantitative analysis to select the Fund’s investments.

The Fund invests primarily in companies having a market capitalization at the time of purchase that falls within the market capitalization range of companies in the Russell 1000^® Index, a widely-used benchmark for large-cap stock performance. The market capitalization range of the Russell 1000^® Index as of June 30, 2014, following its most recent annual reconstitution, was approximately $37 million to $555 billion. This range varies daily.

The Fund may invest in any security that represents equity ownership in a company. Currently, the Fund invests in equity securities consisting primarily of common stocks, preferred stocks, equity interests in trusts (including REITs and privately offered trusts), partnerships, joint ventures, limited liability companies, and vehicles with similar legal structures, and other instruments with similar economic characteristics. The Fund considers equity securities to include rights offerings and investments that convert into the equity securities described above.

The Fund may invest up to 10% of its net assets in securities of foreign (including emerging market) companies that are traded on a foreign exchange and denominated in a foreign currency. The Fund may invest without limitation in securities of companies that do not meet these criteria but represent economic exposure to foreign markets, including securities of companies that are organized or operated in a foreign country but primarily trade on a U.S. securities exchange.

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In selecting investments, the Fund’s portfolio management team considers the following:

• Dividend Payment. Dividend paying securities are issued by companies that pay out a portion of their profits to shareholders instead of reinvesting all their profits in their businesses. Although issuers of dividend paying securities may include fast growing companies, they more commonly are “value” companies whose securities the portfolio management team believes have the potential for investment return because they are underpriced or undervalued according to certain financial measurements of intrinsic worth or business prospects.

• Fundamental Analysis. The Fund’s investment process analyzes various measures of a company’s financial condition. The Fund’s portfolio management team considers consensus expectations as well as proprietary fundamental analysis regarding near-term earnings, long-term normalized earnings, earnings growth rates, and other factors. In addition, the portfolio management team may consider other factors such as changes in economic and financial environment; new or improved products or services; changes in management or structure of the company; price increases for the company’s products or services; and improved efficiencies resulting from new technologies or changes in distribution.

• Quantitative Analysis. The Fund’s portfolio management team employs quantitative analysis, such as valuation and risk models and other quantitative analytical tools. The portfolio management team may do so to analyze the effects of various characteristics of the Fund’s overall portfolio and to assist in individual stock selection. Based on the portfolio management team’s assessment of these portfolio characteristics, the Fund may buy or sell securities as it seeks to optimize overall portfolio performance.

The Fund may engage in active and frequent trading of its portfolio securities.

The Fund may sell a security if it no longer meets the Fund’s investment criteria or for a variety of other reasons, such as to secure gains, limit losses, redeploy assets into opportunities believed to be more promising, or satisfy redemption requests, among others. In considering whether to sell a security, the Fund may evaluate factors including, but not limited to, the condition of the economy, changes in the issuer’s competitive position or financial condition, changes in the outlook for the issuer’s industry, and the Fund’s valuation target for the security.

Temporary Defensive Strategies. The Fund seeks to remain fully invested in accordance with its investment objective. To respond to adverse economic, market, political or other conditions that are unfavorable for investors, however, the Fund may invest its assets in a temporary defensive manner by holding all or a substantial portion of its assets in cash, cash equivalents or other high quality short-term investments, money market fund shares, and other money market

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instruments. The Fund also may invest in these types of securities or hold cash while looking for suitable investment opportunities or to maintain liquidity. When investing in this manner, the Fund may be unable to achieve its investment objective.

PRINCIPAL RISKS

As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund. Before you invest in the Fund, you should carefully evaluate the risks in light of your investment goals. An investment in the Fund held for longer periods over full market cycles typically provides the best potential for favorable results.

The principal risks you assume when investing in the Fund are described below. The Fund attempts to manage these risks through careful security selection, portfolio diversification, and continual portfolio review and analysis, but there can be no assurance or guarantee that these strategies will be successful in reducing risk. Please see the SAI for a further discussion of strategies employed by the Fund and the risks associated with an investment in the Fund.

• Investment Strategy Risk: The strategies used and securities selected by the Fund’s portfolio management team may fail to produce the intended result and the Fund may not achieve its objective. Through the integration of fundamental research and quantitative analysis, the Fund expects that stock selection is likely to be a primary driver of the Fund’s performance relative to its benchmark. In addition, there is no guarantee that the Fund’s use of quantitative analytic tools will be successful. Factors that affect a security’s value can change over time and these changes may not be reflected in the Fund’s quantitative models. Investments selected using these models may perform differently than expected as a result of the factors used in the models, the weight placed on each factor, changes from the factors’ historical trends, and technical issues in the construction and implementation of the models. As a result of the risks associated with the Fund’s investment strategies, the Fund may underperform its benchmark or other funds with the same investment objective and which invest in large companies, even in a rising market.

• Market Risk: The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions and other factors. Changes in the financial condition of a single issuer can impact a market as a whole. In addition, data imprecision, technology malfunctions, operational errors, and similar factors may adversely affect a single issuer, a group of issuers, an industry, or the market as a whole. Prices of equity

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	securities tend to rise and fall more dramatically than those of debt securities. A slower-growth or recessionary economic environment could have an adverse effect on the prices of the various securities held by the Fund. Economies and financial markets throughout the world are becoming increasingly interconnected, which raises the likelihood that events or conditions in one country or region will adversely affect markets or issuers in other countries or regions.
•	Equity Securities Risk: Investments in common stocks and other equity securities represent ownership in a company that fluctuates in value with changes in the company’s financial condition. Stock markets may experience significant volatility at times and may fall sharply in response to adverse events. Certain segments of the stock market may react differently than other segments and U.S. markets may react differently than foreign markets. Individual stock prices also may experience dramatic movements in price. Price movements may result from factors affecting individual companies, sectors or industries selected for the Fund’s portfolio or the securities market as a whole, including periods of slower growth or recessionary economic conditions, future expectations of poor economic conditions, changes in political or social conditions, and lack of investor confidence. In addition, individual stocks may be adversely affected by factors such as reduced sales, increased costs, or a negative outlook for the future performance of the company. As compared with preferred stock and debt, common stock generally involves greater risk and has lower priority when liquidation, bankruptcy, and dividend payments are made. Because convertible securities have certain features that are common to fixed-income securities and may be exchanged for common stock, they are subject to the risks affecting both equity and fixed income securities, including market, credit and interest rate risk.
•	Industry and Sector Risk: The Fund’s strategy of focusing on dividend-paying companies means the Fund will be more exposed to risks associated with that particular market segment than a Fund that invests more widely. Although the Fund does not employ an industry or sector focus, the percentage of the Fund’s assets invested in specific industries or sectors will increase from time to time based on the portfolio management team’s perception of investment opportunities. The Fund may be overweight in certain industries and sectors at various times relative to its benchmark index. If the Fund invests a significant portion of its assets in a particular industry or sector, the Fund is subject to the risk that companies in the same industry or sector are likely to react similarly to legislative or regulatory changes, adverse market conditions, increased competition, or other factors generally affecting that market segment. In such cases, the Fund would be exposed to an increased risk that the value of its overall portfolio will decrease because of events that disproportionately affect certain industries and/or sectors. The

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	industries and sectors in which the Fund may be overweighted will vary. Furthermore, investments in particular industries or sectors may be more volatile than the broader market as a whole, and the Fund’s investments in these industries and sectors may be disproportionately susceptible to losses even if not overweighted.
•	Dividend Risk: Depending on market conditions, securities of dividend paying companies that meet the Fund’s investment criteria may not be widely available, limiting the Fund’s ability to produce current income and increasing the volatility of the Fund’s returns. At times, the performance of dividend paying companies may lag the performance of other companies or the broader market as a whole. The dividend payments of the Fund’s portfolio companies may vary over time, and there is no guarantee that a company will pay a dividend at all. A sharp rise in interest rates or an economic downturn could cause a company to reduce or eliminate its dividend. The reduction or elimination of dividends in the stock market as a whole may limit the Fund’s ability to produce current income. If dividend paying companies are highly concentrated in only a few market sectors, then the Fund’s portfolio may become less diversified, and the Fund’s return may become more volatile.
•	Large Company Risk: Larger, more established companies may be unable to respond quickly to certain market developments. In addition, larger companies may have slower rates of growth as compared to successful, but less well-established, smaller companies, especially during market cycles corresponding to periods of economic expansion. Large companies also may fall out of favor relative to smaller companies in certain market cycles, causing the Fund to incur losses or underperform.
•	Mid-Sized Company Risk: Investments in mid-sized companies may involve greater risks than investments in larger, more established companies. Mid-sized companies generally have narrower product lines, more limited financial resources, less experienced and relatively small management groups, and unproven track records, which may cause them to be more sensitive to changing economic, market, and industry conditions. Their securities may be less well-known and trade less frequently and in more limited volume than the securities of larger, more established companies. In addition, mid-sized companies typically are subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of mid-sized company stocks tend to rise and fall in value more frequently and to a greater degree than the prices of larger company stocks, especially over the short term, which may affect the Fund’s ability to purchase or sell these securities. Although investing in mid-sized companies offers potential for above-average returns, these companies may not succeed and the value of

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	their stock could decline significantly. Mid-sized companies also may fall out of favor relative to larger companies in certain market cycles, causing the Fund to incur losses or underperform.
•	Foreign and Emerging Market Company Risk: The Fund’s investments in foreign (including emerging market) companies and in U.S. companies with economic ties to foreign markets generally involve special risks that can increase the likelihood that the Fund will lose money. For example, as compared with companies organized and operated in the U.S., these companies may be more vulnerable to economic, political, and social instability and subject to less government supervision, lack of transparency, inadequate regulatory and accounting standards, and foreign taxes. In addition, the securities of foreign companies also may be subject to inadequate exchange control regulations (including limitations on currency movements and exchanges), the imposition of economic sanctions or other government restrictions, higher transaction and other costs, and delays in settlement to the extent they are traded on non-U.S. exchanges or markets. Investments in foreign companies also may be adversely affected by governmental actions such as the nationalization of companies or industries, expropriation of assets, or confiscatory taxation. Foreign company securities also may be subject to thin trading volumes and reduced liquidity, which may lead to greater price fluctuation. A change in the value of a foreign currency relative to the U.S. dollar will change the value of securities held by the Fund that are denominated in that foreign currency, including the value of any income distributions payable to the Fund as a holder of such securities. These and other factors can materially adversely affect the prices of securities the Fund holds, impair the Fund’s ability to buy or sell securities at their desired price or time, or otherwise adversely affect the Fund’s operations. The Fund may invest in securities of issuers whose economic fortunes are linked to non-U.S. markets, but which principally are traded on a U.S. securities market or exchange and denominated in U.S. dollars. To the extent the Fund invests in this manner, the percentage of the Fund’s assets that is exposed to the risks associated with foreign companies may exceed the percentage of the Fund’s assets that is invested in foreign securities that are principally traded outside of the U.S. The Fund’s investments in emerging market companies generally are subject to heightened risks compared to its investments in developed market companies.
•	Liquidity/Redemption Risk: The Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid. The Fund may be unable to sell illiquid securities at its desired time or price. Illiquidity can be

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caused by a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities’ resale. Certain securities that are liquid when purchased may later become illiquid, particularly in times of overall economic distress.

•

High Portfolio Turnover Risk: High portfolio turnover may result in increased brokerage fees or other transaction costs. These costs are not reflected in the Fund’s annual operating expenses or in the expense example in the prospectus and shareholder reports, but they can reduce the Fund’s investment performance. If the Fund realizes capital gains when it sells investments, it generally must pay those gains to shareholders, resulting in higher taxes to shareholders when Fund shares are held in a taxable account. Realized capital gains that are considered “short term” for tax purposes result in higher taxes to shareholders than long term capital gains. The Financial Highlights table at the end of the prospectus shows the Fund’s portfolio turnover rate during past fiscal years.

DISCLOSURE OF PORTFOLIO HOLDINGS

A description of the Fund’s policies and procedures regarding the disclosure of the Fund’s portfolio holdings is available in the SAI. Further information is available at www.lordabbett.com.

MANAGEMENT AND ORGANIZATION OF THE FUND

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 & Co. LLC (“Lord Abbett”).

Investment Adviser. The Fund’s investment adviser is Lord Abbett, 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 and manages approximately $137.3 billion in assets across a full range of mutual funds, institutional accounts, and separately managed accounts, including $1.4 billion for which Lord Abbett provides investment models to managed account sponsors as of December 31, 2014.

Portfolio Managers. The Fund is managed by experienced portfolio managers responsible for investment decisions together with a team of investment professionals who provide issuer, industry, sector and macroeconomic research and analysis. The SAI contains additional information about portfolio manager compensation, other accounts managed, and ownership of Fund shares.

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Walter H. Prahl, Partner and Director, and Frederick J. Ruvkun, Partner and Portfolio Manager, head the Fund’s team and are jointly and primarily responsible for the day-to-day management of the Fund. Messrs. Prahl and Ruvkun joined Lord Abbett in 1997 and 2006, respectively, and have been members of the Fund’s team since 2013.

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

0.50% on the first $200 million of average daily net assets;
0.40% on the next $300 million of average daily net assets;
0.375% on the next $200 million of average daily net assets;
0.35% on the next $200 million of average daily net assets; and
0.30% on the Fund’s average daily net assets over $900 million.

For the fiscal year ended October 31, 2014, the effective annual rate of the fee paid to Lord Abbett was 0.31% 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 an annual rate of 0.04% of the Fund’s average daily net assets. The Fund pays all of its expenses not expressly assumed by Lord Abbett.

Each year 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 generally is available in the Fund’s semiannual report to shareholders for the six-month period ended April 30^th.

CHOOSING A SHARE CLASS

Each class of shares represents an investment in the same portfolio of securities, but each has different availability and eligibility criteria, sales charges, expenses, and dividends, allowing you to choose the available class that best meets your needs. You should read this section carefully to determine which class of shares is best for you and discuss your selection with your financial intermediary. Factors you should consider in choosing a class of shares include:

• the amount you plan to invest;

• the length of time you expect to hold your investment;

• the total costs associated with your investment, including any sales charges that you pay when you buy or sell your Fund shares and expenses that are paid out of Fund assets over time;

• whether you qualify for any reduction or waiver of sales charges;

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• whether you plan to take any distributions in the near future;

• the availability of the share class;

• the services that will be available to you depending on the share class you choose; and

• the amount of compensation that your financial intermediary will receive depending on the share class you choose.

If you plan to invest a large amount and your investment horizon is five years or more, Class A shares may be more advantageous than Class C shares. The higher ongoing annual expenses of Class C shares may cost you more over the long term than the front-end sales charge you would pay on larger purchases of Class A shares.

Retirement and Benefit Plans and Fee-Based Programs

The availability of share classes and certain features of share classes may depend on the type of financial intermediary through which you invest, including retirement and benefit plans and fee-based programs. As used in this prospectus, the term “retirement and benefit plans” refers to 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 plans, and money purchase pension plans, but does not include IRAs, unless explicitly stated elsewhere in the prospectus. As used in this prospectus, the term “fee-based programs” refers to programs sponsored by financial intermediaries that provide fee-based investment advisory programs or services (including mutual fund wrap programs) or a bundled suite of services, such as brokerage, investment advice, research, and account management, for which 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.

Key Features of Share Classes. 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. As a general matter, share classes with relatively lower expenses tend to have relatively higher dividends. 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.

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Class A Shares
Availability	Available through financial intermediaries to individual investors, certain retirement and benefit plans, and fee-based advisory programs
Front-End Sales Charge	Up to 5.75%; reduced or waived for large purchases and certain investors; eliminated for purchases of $1 million or more
CDSC	1.00% on redemptions made within one year following purchases of $1 million or more; waived under certain circumstances
Distribution and Service (12b-1) Fee(1)	0.25% of the Fund’s average daily net assets, comprised of: Service Fee: 0.25% Distribution Fee: None
Conversion	None
Exchange Privilege(2)	Class A shares of most Lord Abbett Funds
Class B Shares
Availability	Class B shares no longer are available for purchase by new or existing investors and only will be issued in connection with (i) an exchange of Class B shares from another Lord Abbett Fund or (ii) a reinvestment of a dividend and/or capital gain distribution.
Front-End Sales Charge	None
CDSC	Up to 5.00% on redemptions; reduced over time and eliminated after sixth anniversary of purchase; waived under certain circumstances
Distribution and Service (12b-1) Fee(1)	1.00% of the Fund’s average daily net assets, comprised of: Service Fee: 0.25% Distribution Fee: 0.75%
Conversion	Automatic conversion to Class A shares after approximately the eighth anniversary of purchase(3)
Exchange Privilege(2)	Class B shares of most Lord Abbett Funds
Class C Shares
Availability	Available through financial intermediaries to individual investors and certain retirement and benefit plans; purchases generally must be under $500,000
Front-End Sales Charge	None
CDSC	1.00% on redemptions made before the first anniversary of purchase; waived under certain circumstances
Distribution and Service (12b-1) Fee(1)	1.00% of the Fund’s average daily net assets, comprised of: Service Fee: 0.25% Distribution Fee: 0.75%
Conversion	None
Exchange Privilege(2)	Class C shares of most Lord Abbett Funds

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Class F Shares
Availability	Available only to eligible fee-based advisory programs and certain registered investment advisers
Front-End Sales Charge	None
CDSC	None
Distribution and Service (12b-1) Fee(1)	0.10% of the Fund’s average daily net assets, comprised of: Service Fee: None Distribution Fee: 0.10%
Conversion	None
Exchange Privilege(2)	Class F shares of most Lord Abbett Funds
Class I Shares
Availability	Available only to eligible investors
Front-End Sales Charge	None
CDSC	None
Distribution and Service (12b-1) Fee(1)	None
Conversion	None
Exchange Privilege(2)	Class I shares of most Lord Abbett Funds
Class P Shares
Availability	Available on a limited basis through certain financial intermediaries and retirement and benefit plans(4)
Front-End Sales Charge	None
CDSC	None
Distribution and Service (12b-1) Fee(1)	0.45% of the Fund’s average daily net assets, comprised of: Service Fee: 0.25% Distribution Fee: 0.20%
Conversion	None
Exchange Privilege(2)	Class P shares of most Lord Abbett Funds
Class R2 Shares
Availability	Available only to eligible retirement and benefit plans
Front-End Sales Charge	None
CDSC	None
Distribution and Service (12b-1) Fee(1)	0.60% of the Fund’s average daily net assets, comprised of: Service Fee: 0.25% Distribution Fee: 0.35%
Conversion	None
Exchange Privilege(2)	Class R2 shares of most Lord Abbett Funds

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Class R3 Shares
Availability		Available only to eligible retirement and benefit plans
Front-End Sales Charge		None
CDSC		None
Distribution and Service (12b-1) Fee(1)		0.50% of the Fund’s average daily net assets, comprised of: Service Fee: 0.25% Distribution Fee: 0.25%
Conversion		None
Exchange Privilege(2)		Class R3 shares of most Lord Abbett Funds
Class R4 Shares
Availability		Available only to eligible retirement and benefit plans
Front-End Sales Charge		None
CDSC		None
Distribution and Service (12b-1) Fee(1)		0.25% of the Fund’s average daily net assets, comprised of: Service Fee: 0.25% Distribution Fee: None
Conversion		None
Exchange Privilege(2)		Class R4 shares of most Lord Abbett Funds
Class R5 Shares
Availability		Available only to eligible retirement and benefit plans
Front-End Sales Charge		None
CDSC		None
Distribution and Service (12b-1) Fee(1)		None
Conversion		None
Exchange Privilege(2)		Class R5 shares of most Lord Abbett Funds
Class R6 Shares
Availability		Available only to eligible retirement and benefit plans
Front-End Sales Charge		None
CDSC		None
Distribution and Service (12b-1) Fee(1)		None
Conversion		None
Exchange Privilege(2)		Class R6 shares of most Lord Abbett Funds
(1)	The 12b-1 plan provides that the maximum payments that may be authorized by the Board are: for Class A and R4 shares, 0.50%; for Class P shares, 0.75%; and for Class B, C, F, R2, and R3 shares, 1.00%. The rates shown in the table above are the 12b-1 rates currently authorized by the Board for each share class and may be changed only upon authorization of the Board. The 12b-1 plan does not permit any payments for Class I, R5, and R6 shares.
(2)	Ask your financial intermediary about the Lord Abbett Funds available for exchange.
(3)	Class B shares automatically will convert to Class A shares 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.
(4)	Class P shares are closed to substantially all new investors.

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Investment Minimums. The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. Consult your financial intermediary for more information. Class B shares no longer are available for purchase by new or existing investors and only will be issued in connection with (i) an exchange of Class B shares from another Lord Abbett Fund or (ii) a reinvestment of a dividend and/or capital gain distribution. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. Class P shares are closed to substantially all new investors. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs.

Investment Minimums — Initial/Additional Investments
Class	A and C	F, P, R2, R3, R4, R5, and R6	I
General and IRAs without Invest-A-Matic Investments	$1,000/No minimum	N/A	See below
Invest-A-Matic Accounts	$250/$50	N/A	N/A
IRAs, SIMPLE and SEP Accounts with Payroll Deductions	No minimum	N/A	N/A
Fee-Based Advisory Programs and Retirement and Benefit Plans	No minimum	No minimum	No minimum

Class I Share Minimum Investment. Unless otherwise provided, the minimum amount of an initial investment in Class I shares is $1 million. There is no minimum initial investment for (i) purchases through or by registered investment advisers, bank trust departments, and other financial intermediaries otherwise eligible to purchase Class I shares that charge a fee for services that include investment advisory or management services or (ii) purchases by retirement and benefit plans meeting the Class I eligibility requirements described below. These investment minimums may be suspended, changed, or withdrawn by Lord Abbett Distributor LLC, the Fund’s principal underwriter (“Lord Abbett Distributor”).

Additional Information about the Availability of Share Classes

Class B Shares. The Fund no longer offers Class B shares for new or additional investments. Existing shareholders of Class B shares may reinvest dividends into Class B shares and exchange their Class B shares for Class B shares of other Lord Abbett Funds as permitted by the current exchange privileges. The 12b-1 fee, CDSC, and conversion features will continue to apply to Class B shares held by shareholders. Any purchase request for Class B shares will be deemed to be a purchase request for Class A shares and will be subject to any applicable sales charge.

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Class C Shares. The Fund will not accept purchases of Class C shares of $500,000 or more, or in any amount that, when combined with the value of all shares of Eligible Funds (as defined below) under the terms of rights of accumulation, would result in the investor holding more than $500,000 of shares of Eligible Funds at the time of such purchase, unless an appropriate representative of the investor’s broker-dealer firm (or other financial intermediary, as applicable) provides written authorization for the transaction. Please contact Lord Abbett Distributor with any questions regarding eligibility to purchase Class C shares based on the prior written authorization from the investor’s broker-dealer firm or other financial intermediary.

With respect to qualified retirement plans, the Fund will not reject a purchase of Class C shares by such a plan in the event that a purchase amount, when combined with the value of all shares of Eligible Funds under the terms of rights of accumulation, would result in the plan holding more than $500,000 of shares of Eligible Funds at the time of the purchase. Any subsequent purchase orders submitted by the plan, however, would be subject to the Class C share purchase limit policy described above. Such subsequent purchases would be considered purchase orders for Class R3 shares.

Class F Shares. Class F shares generally are available to investors participating in fee-based advisory programs that have (or whose trading agents have) an agreement with Lord Abbett Distributor and to investors that are clients of certain registered investment advisers that have an agreement with Lord Abbett Distributor, if it so deems appropriate.

Class I Shares. Class I shares are available for purchase by the entities identified below. An investor that is eligible to purchase Class I shares under one of the categories below need not satisfy the requirements of any other category.

• Institutional investors, including companies, foundations, endowments, municipalities, trusts (other than individual or personal trusts established for estate or financial planning purposes), and other entities determined by Lord Abbett Distributor to be institutional investors, making an initial minimum purchase of Class I shares of least $1 million in each Fund in which the institutional investor purchases Class I shares. Such institutional investors may purchase Class I shares directly or through a registered broker-dealer, provided that such purchases are not made by or on behalf of institutional investors that are participants in a fee- based program the participation in which is available to non-institutional investors, as described below.

• Institutional investors purchasing Class I shares in fee-based investment advisory programs the participants of which are limited solely to institutional investors otherwise eligible to purchase Class I shares and where the program sponsor has entered into a special arrangement with the Fund and/or Lord

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	Abbett Distributor specifically for such purchases. Institutional investors investing through such an investment advisory program are not subject to the $1 million minimum initial investment.
•	Registered investment advisers investing on behalf of their advisory clients may purchase Class I shares without any minimum initial investment, provided that Class I shares are not available for purchase by or on behalf of:

™

Participants in fee-based broker-dealer-sponsored investment advisory programs or services (other than as described above), including mutual fund wrap programs, or a bundled suite of services, such as brokerage, investment advice, research, and account management, for which the participant pays for all or a specified number of transactions, including mutual fund purchases, in the participant’s account during a certain period; or

™

Non-institutional advisory clients of a registered investment adviser that also is a registered broker-dealer and where the firm has entered into any agreement or arrangement whereby Lord Abbett makes payments to the firm out of its own resources for various services, such as marketing support, training and education activities, and other services for which Lord Abbett may make such revenue sharing payments to the firm.

• Bank trust departments and trust companies purchasing shares for their clients may purchase Class I shares without any minimum initial investment, provided that the bank or trust company (and its trading agent, if any) has entered into a special arrangement with the Fund and/or Lord Abbett Distributor specifically for such purchases.

• Retirement and benefit plans investing directly or through an intermediary may purchase Class I shares without any minimum initial investment, provided that in the case of an intermediary, the intermediary has entered into a special arrangement with the Fund and/or Lord Abbett Distributor specifically for such purchases.

• Each registered investment company within the Lord Abbett Family of Funds that operates as a fund-of-funds and, at the discretion of Lord Abbett Distributor, other registered investment companies that are not affiliated with Lord Abbett and operate as funds-of-funds, may purchase Class I shares without any minimum initial investment.

Shareholders who do not meet the above criteria but currently hold Class I shares may continue to hold, purchase, exchange, and redeem Class I shares, provided that there has been no change in the account since purchasing Class I shares. Financial intermediaries should contact Lord Abbett Distributor to determine whether the financial intermediary may be eligible for such purchases.

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Class P Shares. Class P shares are closed to substantially all new investors. Existing shareholders holding Class P shares may continue to hold their Class P shares and make additional purchases, redemptions, and exchanges. Class P shares also are available for orders made by or on behalf of a financial intermediary for clients participating in an IRA rollover program sponsored by the financial intermediary that operates the program in an omnibus recordkeeping environment and has entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such orders.

Class R2, R3, R4, R5, and R6 (collectively referred to as “Class R”) Shares. Class R shares generally are available through:

• employer-sponsored retirement and benefit plans where the employer, administrator, recordkeeper, sponsor, related person, financial intermediary, or other appropriate party has entered into an agreement with the Fund or Lord Abbett Distributor to make Class R shares available to plan participants; or

• dealers that have entered into certain approved agreements with Lord Abbett Distributor.

Class R shares also are available for orders made by or on behalf of a financial intermediary for clients participating in an IRA rollover program sponsored by the financial intermediary that operates the program in an omnibus recordkeeping environment and has entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such orders.

Class R shares generally are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs, individual 403(b) plans, or 529 college savings plans.

SALES CHARGES

As an investor in the Fund, you may pay one of two types of sales charges: a front-end sales charge that is deducted from your investment when you buy Fund shares or a CDSC that applies when you sell Fund shares.

Class A Share Front-End Sales Charge. Front-end sales charges are applied only to Class A shares. You buy Class A shares at the offering price, which is the net asset value (“NAV”) plus a sales charge. You pay a lower rate as the size of your investment increases to certain levels called breakpoints. You do not pay a sales charge on the Fund’s distributions or dividends you reinvest in additional Class A shares. The table below shows the rate of sales charge you pay (expressed as a percentage of the offering price and the net amount you invest), depending on the amount you purchase.

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Front-End Sales Charge — Class A Shares
Your Investment		Front-End Sales Charge as a % of Offering Price	Front-End Sales Charge as a % of Your Investment	To Compute Offering Price Divide NAV by	Maximum Dealer’s Concession as a % of Offering Price
Less than $50,000		5.75%	6.10%	.9425	5.00%
$50,000 to $99,999		4.75%	4.99%	.9525	4.00%
$100,000 to $249,999		3.95%	4.11%	.9605	3.25%
$250,000 to $499,999		2.75%	2.83%	.9725	2.25%
$500,000 to $999,999		1.95%	1.99%	.9805	1.75%
$1,000,000 and over		No Sales Charge	No Sales Charge	1.0000	†
†	See “Dealer Concessions on Class A Share Purchases Without a Front-End Sales Charge.” Note: The above percentages may vary for particular investors due to rounding.

CDSC. Regardless of share class, the CDSC is not charged on shares acquired through reinvestment of dividends or capital gain 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 gain distributions (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); and
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 buy Class A shares of the Fund under certain purchases with a front-end sales charge waiver or if you acquire Class A shares of the Fund in exchange for Class A shares of another Lord Abbett 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. Class F, I, P, R2, R3, R4, R5, and R6 shares are not subject to a CDSC.

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

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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 Redemptions (as a % of Amount Subject to CDSC)
Before the 1st		5.0%
On the 1st, before the 2nd		4.0%
On the 2nd, before the 3rd		3.0%
On the 3rd, before the 4th		3.0%
On the 4th, before the 5th		2.0%
On the 5th, before the 6th		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 1st will be May 1st of each succeeding year.
(2)	Class B shares automatically will convert to Class A shares 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.

Class C Share CDSC. The 1% CDSC for Class C shares normally applies if you redeem your shares before the first anniversary of your purchase. The CDSC will be remitted to Lord Abbett Distributor.

SALES CHARGE REDUCTIONS AND WAIVERS

Please inform the Fund or your financial intermediary at the time of your purchase of Fund shares if you believe you qualify for a reduced front-end sales charge. More information about sales charge reductions and waivers is available free of charge at www.lordabbett.com/flyers/breakpoints_info.pdf.

Reducing Your Class A Share Front-End Sales Charge. You may purchase Class A shares at a discount if you qualify under the circumstances outlined below. To receive a reduced front-end sales charge, you must let the Fund or your financial intermediary know at the time of your purchase of Fund shares that you believe you qualify for a discount. If you or a related party have holdings of Eligible Funds (as defined below) in other accounts with your financial intermediary or with other financial intermediaries that may be combined with your current purchases in determining the sales charge as described below, you must let the Fund or your financial intermediary know. You may be asked to provide supporting account statements or other

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information to allow us or your financial intermediary to verify your eligibility for a discount. If you or your financial intermediary do not notify the Fund or provide the requested information, you may not receive the reduced sales charge for which you otherwise qualify. Class A shares may be purchased at a discount if you qualify under any of the following conditions:

•	Larger Purchases – You may reduce or eliminate your Class A front-end sales charge by purchasing Class A shares in greater quantities. The breakpoint discounts offered by the Fund are indicated in the table under “Sales Charges – Class A Share Front-End Sales Charge.”
•	Rights of Accumulation – A Purchaser (as defined below) may combine the value of Class A, B, C, F, and P shares of any Eligible Fund currently owned with a new purchase of Class A shares of any Eligible Fund in order to reduce the sales charge on the new purchase. Class I, R2, R3, R4, R5, and R6 share holdings may not be combined for these purposes.
	To the extent that your financial intermediary is able to do so, the value of Class A, B, C, F, and P shares of Eligible Funds determined for the purpose of reducing the sales charge of a new purchase under the Rights of Accumulation will be calculated at the higher of: (1) the aggregate current maximum offering price of your existing Class A, B, C, F, and P shares of Eligible Funds; or (2) the aggregate amount you invested in such shares (including dividend reinvestments but excluding capital appreciation) less any redemptions. You should retain any information and account records necessary to substantiate the historical amounts you and any related Purchasers have invested in Eligible Funds. You must inform the Fund and/or your financial intermediary at the time of purchase if you believe your purchase qualifies for a reduced sales charge and you may be requested to provide documentation of your holdings in order to verify your eligibility. If you do not do so, you may not receive all sales charge reductions for which you are eligible.
•	Letter of Intention – In order to reduce your Class A front-end sales charge, a Purchaser may combine purchases of Class A, C, F, and P shares of any Eligible Fund the Purchaser intends to make over the next 13 months in determining the applicable sales charge. The 13-month Letter of Intention period commences on the day that the Letter of Intention is received by the Fund, and the Purchaser must tell the Fund that later purchases are subject to the Letter of Intention. Purchases submitted prior to the date the Letter of Intention is received by the Fund are not counted toward the sales charge reduction. Current holdings under Rights of Accumulation may be included in a Letter of Intention in order to reduce the sales charge for purchases during the 13-month period covered by the Letter of Intention. Shares purchased through reinvestment of dividends or distributions are not included. Class I, R2, R3, R4, R5, and R6 share holdings may not be combined for these purposes. Class A shares valued at 5% of the amount of

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intended purchases are escrowed and may be redeemed to cover the additional sales charges payable if the intended purchases under the Letter of Intention are not completed. The Letter of Intention is neither a binding obligation on you to buy, nor on the Fund to sell, any or all of the intended purchase amount.

Purchaser

A Purchaser includes: (1) an individual; (2) an individual, his or her spouse, and children under the age of 21; (3) retirement and benefit plans including a 401(k) plan, profit-sharing plan, money purchase plan, defined benefit plan, and 457(b) plan sponsored by a governmental entity, non-profit organization, school district or church to which employer contributions are made, as well as SIMPLE IRA plans and SEP-IRA plans; or (4) a trustee or other fiduciary purchasing shares for a single trust, estate or single fiduciary account. An individual may include under item (1) his or her holdings in Eligible Funds as described below in IRAs, as a sole participant of a retirement and benefit plan sponsored by the individual’s business, and as a participant in a 403(b) plan to which only pre-tax salary deferrals are made. An individual and his or her spouse may include under item (2) their holdings in IRAs, and as the sole participants in retirement and benefit plans sponsored by a business owned by either or both of them. A retirement and benefit plan under item (3) includes all qualified retirement and benefit plans of a single employer and its consolidated subsidiaries, and all qualified retirement and benefit plans of multiple employers registered in the name of a single bank trustee.

Eligible Fund

An Eligible Fund is any Lord Abbett Fund except for (1) Lord Abbett Series Fund, Inc.; (2) Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. (“Money Market Fund”) (except for holdings in Money Market Fund which are attributable to any shares exchanged from the Lord Abbett Funds); and (3) 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.

Front-End Sales Charge Waivers. Class A shares may be purchased without a front-end sales charge under any of the following conditions:

• purchases of $1 million or more (may be subject to a CDSC);

• purchases by retirement and benefit plans with at least 100 eligible employees (may be subject to a CDSC);

• purchases for retirement and benefit plans made through financial intermediaries that perform participant recordkeeping or other administrative services for the plans and that have entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such purchases (may be subject to a CDSC);

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• purchases made by or on behalf of financial intermediaries for clients that pay the financial intermediaries fees in connection with a fee-based advisory program, provided that the financial intermediaries or their trading agents have entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such purchases;

• purchases by investors maintaining a brokerage account with a registered broker-dealer that has entered into an agreement with Lord Abbett Distributor to offer Class A shares through a load-waived network or platform, which may or may not charge transaction fees;

• purchases by insurance companies and/or their separate accounts to fund variable insurance contracts, provided that the insurance company provides recordkeeping and related administrative services to the contract owners and has entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such purchases;

• purchases by employees of eligible institutions under Section 403(b)(7) of the Internal Revenue Code of 1986, as amended, maintaining individual custodial accounts held by a broker-dealer that has entered into a settlement agreement with a regulatory body, including the Financial Industry Regulatory Authority, regarding the availability of Class A shares for purchase without a front-end sales charge or CDSC;

• purchases made with dividends and distributions on Class A shares of another Eligible Fund;

• purchases representing repayment under the loan feature of the Lord Abbett prototype 403(b) plan for Class A shares;

• purchases by employees of any consenting securities dealer having a sales agreement with Lord Abbett Distributor;

• purchases by trustees or custodians of any pension or profit sharing plan, or payroll deduction IRA for the employees of any consenting securities dealer having a sales agreement with Lord Abbett Distributor;

• purchases involving the concurrent sale of Class B or C shares of the Fund related to the requirements of a settlement agreement that the broker-dealer entered into with a regulatory body relating to share class suitability. These sales transactions will be subject to the assessment of any applicable CDSCs (although the broker-dealer may pay on behalf of the investor or reimburse the investor for any such CDSC), and any investor purchases subsequent to the original concurrent transactions will be at the applicable public offering price, which may include a sales charge;

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• purchases by non-U.S. pension funds or insurance companies by or through local intermediaries, provided that Class A shares have been approved by and/or registered with a relevant local authority and that Lord Abbett Distributor has entered into special arrangements with a local financial intermediary in connection with the distribution or placement of such shares; and

• certain other types of investors may qualify to purchase Class A shares without a front-end sales charge as described in the SAI.

CDSC Waivers. The CDSC generally will not be assessed on Class A, B, or C shares under the circumstances listed in the table below. Certain other types of redemptions may qualify for a CDSC waiver. Documentation may be required and some limitations may apply.

CDSC Waivers	Share Class(es)
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	A, B, C
Eligible mandatory distributions under the Internal Revenue Code of 1986	A, B, C
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 Funds	A
Redemptions by retirement and benefit plans made through financial intermediaries that have special arrangements with the Fund and/or Lord Abbett Distributor that include the waiver of CDSCs and that initially were entered into prior to December 2002	A
Class A and Class C shares that are subject to a CDSC and held 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 no longer will be subject to the CDSC 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	A, C
Death of the shareholder	B, C
Redemptions under Div-Move and Systematic Withdrawal Plans (up to 12% per year)	B, C

Concurrent Sales. 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 concurrently is selling his or her holdings in Class B or C shares of the Fund and buying Class A shares of the 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.

Reinvestment Privilege. If you redeem Class A or B shares of the Fund, you may reinvest some or all of the proceeds in the same class of any Eligible Fund on or before the 60th day after the redemption without a sales charge unless the

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reinvestment would be prohibited by the Fund’s frequent trading policy. Special tax rules may apply. Please see the SAI for more information. If you paid a CDSC when you redeemed your shares, you will be credited with the amount of the CDSC. All accounts involved must have the same registration. This privilege does not apply to purchases made through Invest-A-Matic or other automatic investment services.

FINANCIAL INTERMEDIARY COMPENSATION

As part of a plan for distributing shares, authorized financial intermediaries that sell the Fund’s shares and service its shareholder accounts receive sales and service compensation. Additionally, authorized financial intermediaries may charge a fee to effect transactions in Fund shares.

Sales compensation originates from sales charges that are paid directly by shareholders and 12b-1 distribution fees that 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 the payment of such fees will increase the cost of an investment in the Fund, which may be more than the cost of other types of sales charges. The Fund accrues 12b-1 fees daily at annual rates shown in the “Fees and Expenses” table above based upon average daily net assets. The portion of the distribution and service (12b-1) fees that Lord Abbett Distributor pays to financial intermediaries for each share class is as follows:

Class
Fee(1)		A(2)	B(2)	C(2)	F	I	P	R2	R3	R4	R5	R6
Service		0.25%	0.25%	0.25%	—	—	0.25%	0.25%	0.25%	0.25%	—	—
Distribution		—	—	0.75%	—	—	0.20%	0.35%	0.25%	—	—	—
(1)	The Fund may designate a portion of the aggregate fee as attributable to service activities for purposes of calculating Financial Industry Regulatory Authority, Inc. sales charge limitations.
(2)	For purchases of Class A shares without a front-end sales charge and for which Lord Abbett Distributor pays distribution-related compensation, and for all purchases of Class B and Class C shares, the 12b-1 payments shall commence 13 months after purchase.

Lord Abbett Distributor may pay 12b-1 fees to authorized financial intermediaries or use the fees for other distribution purposes, including revenue sharing. 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. Conversely, if Lord Abbett Distributor’s expenses are less than the fee it receives, Lord Abbett Distributor will keep the excess amount of the fee.

Sales Activities. The Fund may use 12b-1 distribution fees to pay authorized financial intermediaries to finance any activity that primarily is intended to result in the sale of shares. Lord Abbett Distributor uses its portion of the distribution

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fees attributable to the shares of a particular class for activities that primarily are 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 anyone other than existing shareholders, preparation and distribution of advertising and sales material, expenses of organizing and conducting sales seminars, additional payments to authorized financial intermediaries, 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 financial intermediaries for any activity that primarily is intended to result in personal service and/or the maintenance of shareholder accounts or certain retirement and benefit plans. Any portion of the service fees paid to Lord Abbett Distributor will be used to service and maintain shareholder accounts.

Dealer Concessions on Class A Share Purchases With a Front-End Sales Charge. See “Sales Charges – Class A Share Front-End Sales Charge” for more information.

Dealer Concessions on Class A Share Purchases Without a Front-End Sales Charge. Except as otherwise set forth in the following paragraphs, Lord Abbett Distributor may pay Dealers distribution-related compensation (i.e., concessions) according to the schedule set forth below under the following circumstances:

• purchases of $1 million or more;

• purchases by certain retirement and benefit plans with at least 100 eligible employees; or

• purchases for certain retirement and benefit plans made through financial intermediaries that perform participant recordkeeping or other administrative services for the plans in connection with multiple fund family recordkeeping platforms and have entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such purchases (“Alliance Arrangements”).

Dealers receive concessions described below on purchases made within a 12-month period beginning with the first NAV purchase of Class A shares for the account. The concession rate resets on each anniversary date of the initial NAV purchase, provided that the account continues to qualify for treatment at NAV. Current holdings of Class B, C, and P shares of Eligible Funds will be included for purposes of calculating the breakpoints in the schedule below and the amount of the concessions payable with respect to the Class A share investment. Concessions may not be paid with respect to Alliance Arrangements unless Lord Abbett Distributor can monitor the applicability of the CDSC.

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Financial intermediaries should contact Lord Abbett Distributor for more complete information on the commission structure.

Dealer Concession Schedule — Class A Shares for Certain Purchases Without a Front-End Sales Charge
The dealer concession received is based on the amount of the Class A share investment as follows:
Class A Investments		Front-End Sales Charge*	Dealer’s Concession
$1 million to $5 million		None	1.00%
Next $5 million above that		None	0.55%
Next $40 million above that		None	0.50%
Over $50 million		None	0.25%
*	Class A shares purchased without a sales charge will be subject to a 1% CDSC if they are redeemed before the first day of the month in which the one-year anniversary of the purchase falls. For Alliance Arrangements involving financial intermediaries offering multiple fund families to retirement and benefit plans, the CDSC normally will be collected only when a plan effects a complete redemption of all or substantially all shares of all Lord Abbett Funds in which the plan is invested.

Dealer Concessions on Class B Shares. The Fund no longer offers Class B shares for purchase by new or existing investors (other than through an exchange or reinvestment of a distribution). Accordingly, sales concessions on Class B shares no longer are available.

Dealer Concessions on Class C Shares. Lord Abbett Distributor may pay financial intermediaries selling Class C shares a sales concession of up to 1.00% of the purchase price of the Class C shares and Lord Abbett Distributor will collect and retain any applicable CDSC.

Dealer Concessions on Class F, I, P, R2, R3, R4, R5, and R6 Shares. Class F, I, P, R2, R3, R4, R5, and R6 shares are purchased at NAV with no front-end sales charge and no CDSC when redeemed. Accordingly, there are no dealer concessions on these shares.

Revenue Sharing and Other Payments to Dealers and Financial Intermediaries. Lord Abbett (the term “Lord Abbett” in this section also refers to Lord Abbett Distributor unless the context requires otherwise) may make payments to certain financial intermediaries for marketing and distribution support activities. Lord Abbett makes these payments, at its own expense, out of its own resources (including revenues from advisory fees and 12b-1 fees), and without any additional costs to the Fund or the Fund’s shareholders.

These payments, which may include amounts that sometimes are referred to as “revenue sharing” payments, are in addition to the Fund’s fees and expenses described in this prospectus. In general, these payments are intended to compensate or reimburse financial intermediary firms for certain activities, including: promotion of sales of Fund shares, such as placing the Lord Abbett Family of Funds on a preferred list of fund families; making Fund shares

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available on certain platforms, programs, or trading venues; educating a financial intermediary firm’s sales force about the Lord Abbett Funds; providing services to shareholders; and various other promotional efforts and/or costs. The payments made to financial intermediaries may be used to cover costs and expenses related to these promotional efforts, including travel, lodging, entertainment, and meals, among other things. In addition, Lord Abbett may provide payments to a financial intermediary in connection with Lord Abbett’s participation in or support of conferences and other events sponsored, hosted, or organized by the financial intermediary. The aggregate amount of these payments may be substantial and may exceed the actual costs incurred by the financial intermediary in engaging in these promotional activities or services and the financial intermediary firm may realize a profit in connection with such activities or services.

Lord Abbett may make such payments on a fixed or variable basis based on Fund sales, assets, transactions processed, and/or accounts attributable to a financial intermediary, among other factors. Lord Abbett determines the amount of these payments in its sole discretion. In doing so, Lord Abbett may consider a number of factors, including: a financial intermediary’s sales, assets, and redemption rates; the nature and quality of any shareholder services provided by the financial intermediary; the quality and depth of the financial intermediary’s existing business relationships with Lord Abbett; the expected potential to expand such relationships; and the financial intermediary’s anticipated growth prospects. Not all financial intermediaries receive revenue sharing payments and the amount of revenue sharing payments may vary for different financial intermediaries. Lord Abbett may choose not to make payments in relation to certain of the Lord Abbett Funds or certain classes of shares of any particular Fund.

In some circumstances, these payments may create an incentive for a broker-dealer or its investment professionals to recommend or sell Fund shares to you. Lord Abbett may benefit from these payments to the extent the broker-dealers sell more Fund shares or retain more Fund shares in their clients’ accounts because Lord Abbett receives greater management and other fees as Fund assets increase. For more specific information about these payments, including revenue sharing arrangements, made to your broker-dealer or other financial intermediary and the conflicts of interest that may arise from such arrangements, please contact your investment professional. In addition, please see the SAI for more information regarding Lord Abbett’s revenue sharing arrangements with financial intermediaries.

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

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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 financial 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 that the Lord Abbett Funds pay are designed to compensate financial intermediaries for such services.

The Lord Abbett Funds also may 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 otherwise would provide these services.

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 described in the discussion above and in the SAI. 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.

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PURCHASES

Initial Purchases. Lord Abbett Distributor acts as an agent for the Fund to work with financial intermediaries that buy and sell shares of the Fund on behalf of their clients. Generally, Lord Abbett Distributor does not sell Fund shares directly to investors. Initial purchases of Fund shares may be made through any financial intermediary that has a sales agreement with Lord Abbett Distributor. Unless you are investing in the Fund through a retirement and benefit plan, fee-based program or other financial intermediary, you and your investment professional may fill out the application and send it to the Fund at the address below. To open an account through a retirement and benefit plan, fee-based program or other type of financial intermediary, you should contact your financial intermediary for instructions on opening an account.

Lord Abbett Affiliated Fund
P.O. Box 219336
Kansas City, MO 64121

Please do not send account applications or purchase, exchange, or redemption orders to Lord Abbett’s offices in Jersey City, NJ.

Additional Purchases. You may make additional purchases of Fund shares by contacting your investment professional or financial intermediary. If you have direct account privileges with the Fund, you may make additional purchases by:

• Telephone. If you have established a bank account of record, you may purchase Fund shares by telephone. You or your investment professional should call the Fund at 888-522-2388.

• Online. If you have established a bank account of record, you may submit a request online to purchase Fund shares by accessing your account online. Please log onto www.lordabbett.com and enter your account information and personal identification data.

• Mail. You may submit a written request to purchase Fund shares by indicating the name(s) in which the account is registered, the Fund’s name, the class of shares, your account number, and the dollar amount you wish to purchase. Please include a check for the amount of the purchase, which may be subject to a sales charge. If purchasing Fund shares by mail, your purchase order will not be accepted or processed until such orders are received by the Fund at P.O. Box 219336, Kansas City, MO 64121.

• Wire. You may purchase Fund shares via wire by sending your purchase amount to: UMB, N.A., Kansas City, routing number: 101000695, bank account number: 987800033-3, FBO: (your account name) and (your Lord Abbett account number). Specify the complete name of the Fund and the class of shares you wish to purchase.

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Good Order. “Good order” generally means that your purchase request includes: (1) the name of the Fund; (2) the class of shares to be purchased; (3) the dollar amount of shares to be purchased; (4) your properly completed account application or investment stub; and (5) a check payable to the name of the Fund or a wire transfer received by the Fund. In addition, for your purchase request to be considered in good order, you must satisfy any eligibility criteria and minimum investment requirements applicable to the Fund and share class you are seeking to purchase. An initial purchase order submitted directly to the Fund, or the Fund’s authorized agent (or the agent’s designee), must contain: (1) an application completed in good order with all applicable requested information; and (2) payment by check or instructions to debit your checking account along with a canceled check containing account information. Additional purchase requests must include all required information and the proper form of payment (i.e., check or wired funds).

See “Account Services and Policies – Procedures Required by the USA PATRIOT Act” for more information.

Initial and additional purchases of Fund shares are executed at the NAV next determined after the Fund or the Fund’s authorized agent receives your purchase request in good order. The Fund reserves the right to modify, restrict or reject any purchase order (including exchanges). All purchase orders are subject to acceptance by the Fund.

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 Fund shares 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 other Lord Abbett Fund, provided that the fund shares to be acquired in the exchange are available to new investors in such other fund. For investors investing through retirement and benefit plans or fee-based programs, you should contact the financial intermediary that administers your plan or sponsors the fee-based program to request an exchange.

If you have direct account privileges with the Fund, you may request an exchange transaction by:

• Telephone. You or your investment professional should call the Fund at 888-522-2388.

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• Online. You may submit a request online to exchange your Fund shares by accessing your account online. Please log onto www.lordabbett.com and enter your account information and personal identification data.

• Mail. You may submit a written request to exchange your Fund shares by indicating the name(s) in which the account is registered, the Fund’s name, the class of shares, your account number, the dollar amount or number of shares you wish to exchange, and the name(s) of the Eligible Fund(s) into which you wish to exchange your Fund shares. If submitting a written request to exchange Fund shares, your exchange request will not be processed until the Fund receives the request in good order at P.O. Box 219336, Kansas City, MO 64121.

The Fund may revoke the exchange privilege for all shareholders upon 60 days’ written notice. In addition, there are limitations on exchanging Fund shares for a different class of shares, and moving shares held in certain types of accounts to a different type of account or to a new account maintained by a financial intermediary. Please speak with your financial intermediary if you have any questions.

An exchange of Fund shares for shares of another Lord Abbett Fund will be treated as a sale of Fund shares and any gain on the transaction may be subject to federal income tax. You should read the current prospectus for any Lord Abbett Fund into which you are exchanging.

REDEMPTIONS

You may redeem your Fund shares by contacting your investment professional or financial intermediary. For shareholders investing through retirement and benefit plans or fee-based programs, you should contact the financial intermediary that administers your plan or sponsors the fee-based program to redeem your shares. You may be required to provide the Fund with certain legal or other documents completed in good order before your redemption request will be processed.

If you have direct account privileges with the Fund, you may redeem your Fund shares by:

• Telephone. You may redeem $100,000 or less from your account by telephone. You or your representative should call the Fund at 888-522-2388.

• Online. You may submit a request online to redeem your Fund shares by accessing your account online. Please log onto www.lordabbett.com and enter your account information and personal identification data.

• Mail. You may submit a written request to redeem your Fund shares by indicating the name(s) in which the account is registered, the Fund’s name, your account number, and the dollar amount or number of shares you wish

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to redeem. If submitting a written request to redeem your shares, your redemption will not be processed until the Fund receives the request in good order at P.O. Box 219336, Kansas City, MO 64121.

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.

Redemption Payments. Redemptions of Fund shares are executed at the NAV next determined after the Fund or your financial intermediary receives your request in good order. Normally, redemption proceeds are paid within three (but no more than seven) days after your redemption request is received in good order. If you redeem shares that were recently purchased, the Fund may delay the payment of the redemption proceeds until your check, bank draft, electronic funds transfer or wire transfer has cleared, which may take several days. This process may take up to 15 calendar days for purchases by check to clear. The Fund may postpone payment for more than seven days or suspend redemptions (i) during any period that the NYSE is closed, or trading on the NYSE is restricted as determined by the U.S. Securities and Exchange Commission (“SEC”); (ii) during any period when an emergency exists as determined by the SEC as a result of which it is not practicable for the Fund to dispose of securities it owns, or fairly to determine the value of its assets; and (iii) for such other periods as the SEC may permit.

If you have direct account access privileges, the redemption proceeds will be paid by electronic transfer via an automated clearing house deposit to your bank account on record with the Fund. If there is no bank account on record, your redemption proceeds normally will be paid by check payable to the registered account owner(s) and mailed to the address to which the account is registered. You may request that your redemption proceeds of at least $1,000 be disbursed by wire to your bank account of record by contacting the Fund and requesting the redemption and wire transfer and providing the proper wiring instructions for your bank account of record.

You may request that redemption proceeds be made payable and disbursed to a person or account other than the shareholder(s) of record, provided that you provide a signature guarantee by an eligible guarantor, including a broker or bank that is a member of the medallion stamp program. Please note that a notary public is not an eligible guarantor.

A guaranteed signature by an eligible guarantor is designed to protect you from fraud. The Fund generally will require a guaranteed signature by an eligible guarantor on requests for redemption that:

• Are signed by you in your legal capacity to sign on behalf of another person or entity (i.e., on behalf of an estate);

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

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

• Request redemption proceeds to be payable to a bank other than the bank account of record; or

• Total more than $100,000.

Institutional investors eligible to purchase Class I shares may redeem shares in excess of $100,000 in accounts held directly with the Fund without a guaranteed signature, provided that the proceeds are payable to the bank account of record and the redemption request otherwise is in good order.

Redemptions in Kind. The Fund reserves the right to pay redemption proceeds in whole or in part by distributing liquid securities from the Fund’s portfolio. It is not expected that the Fund would pay redemptions by an in kind distribution except in unusual circumstances. If the Fund pays redemption proceeds by distributing securities in kind, you could incur brokerage or other charges and tax liability, and you will bear market risks until the distributed securities are converted into cash.

You should note that your purchase, exchange, and redemption requests may be subject to review and verification on an ongoing basis.

ACCOUNT SERVICES AND POLICIES

Certain of the services and policies described below may not be available through certain financial intermediaries. Contact your financial intermediary for services and policies applicable to you.

Account Services

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.

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For investing
Invest-A-Matic(1)(2) (Dollar-cost averaging)		You can 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(1)		You may automatically reinvest the dividends and distributions from your account into another account in any Lord Abbett Fund available for purchase ($50 minimum).
(1)	In the case of financial intermediaries maintaining accounts in omnibus recordkeeping environments or in nominee name that aggregate the underlying accounts’ purchase orders for Fund shares, the minimum subsequent investment requirements described above will not apply to such underlying accounts.
(2)	There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs.

For selling shares
Systematic Withdrawal Plan (“SWP”)	You can make regular withdrawals from most Lord Abbett 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 C shares will be redeemed in the order described under “CDSC” under “Sales Charges.”

Telephone and Online Purchases and Redemptions. Submitting transactions by telephone or online may be difficult during times of drastic economic or market changes or during other times when communications may be under unusual stress. 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. For your security, telephone and online transaction requests are recorded. You should note, however, that any person with 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.

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• 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 submitted transaction once it has been received (in good order) and is confirmed at the end of the telephonic or online transaction.

Householding. We have adopted a policy that allows us to send only one copy of the 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 Statements. Every investor automatically receives quarterly account statements.

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 other Lord Abbett Fund, provided that the fund shares to be acquired in the exchange are available to new investors in such other fund.

Account Policies

Pricing of Fund Shares. Under normal circumstances, NAV per share is calculated each business day at the close of regular trading on the New York Stock Exchange (“NYSE”), normally 4:00 p.m. Eastern time. The most recent NAV per share for the Fund is available at www.lordabbett.com. Purchases and sales (including exchanges) of Fund shares are executed at the NAV (subject to any applicable sales charges) next determined after the Fund or the Fund’s authorized agent receives your order 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 business day’s NAV. Fund shares will not be priced on holidays or other days when the NYSE is closed for trading. In the case of purchase, redemption, or exchange orders placed through your financial intermediary, when acting as the Fund’s authorized agent (or the agent’s designee), the Fund will be deemed to have received the order when the agent or designee receives the order in proper form.

In calculating NAV, securities listed on any recognized U.S. or non-U.S. exchange (including NASDAQ) are valued at the market closing price on the exchange or system on which they are principally traded. Unlisted equity securities are valued at the last transaction price, or, if there were no transactions

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that day, at the mean between the most recently quoted bid and asked prices. Unlisted fixed income securities (other than those with remaining maturities of 60 days or less) are valued at prices supplied by independent pricing services, which prices reflect broker/dealer-supplied valuations and electronic data processing techniques, and reflect the mean between the bid and asked prices. Unlisted fixed income securities (other than senior loans) having remaining maturities of 60 days or less are valued at their amortized cost. The principal markets for non-U.S. securities and U.S. fixed income securities also generally close prior to the close of the NYSE. Consequently, values of non-U.S. investments and U.S. fixed income securities will be determined as of the earlier closing of such exchanges and markets unless the Fund prices such a security at its fair value.

Securities for which prices or market quotations are not readily available, do not accurately reflect fair value in Lord Abbett’s opinion, or have been materially affected by events occurring after the close of the market on which the security is principally traded but before 4:00 p.m. Eastern time are valued by Lord Abbett under fair value procedures approved by and administered under the supervision of the Fund’s Board. These circumstances may arise, for instance, when trading in a security is suspended, the market on which a security is traded closes early, or demand for a security (as reflected by its trading volume) is insufficient and thus calls into question the reliability of the quoted or computed price, or the security is relatively illiquid. The Fund may use fair value pricing more frequently for securities primarily traded on foreign exchanges. Because many foreign markets close hours before the Fund values its foreign portfolio holdings, significant events, including broad market moves, may occur in the interim potentially affecting the values of foreign securities held by the Fund. The Fund determines fair value in a manner that fairly reflects the market value of the security on the valuation date based on consideration of any information or factors it deems appropriate. These may include recent transactions in comparable securities, information relating to the specific security, developments in the markets and their performance, and current valuations of foreign or U.S. indices. The Fund’s use of fair value pricing may cause the NAV of Fund shares to differ from the NAV that would be calculated using market quotations. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security may be materially different from the value that could be realized upon the sale of that security.

Certain securities that are traded primarily on foreign exchanges may trade on weekends or days when the NAV is not calculated. As a result, the value of securities may change on days when shareholders are not able to purchase or sell Fund shares.

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Excessive Trading and Market Timing. The Fund is not designed for short-term investors and is not intended to serve as a vehicle for frequent trading in response to short-term swings in the market. Excessive, short-term or market timing trading practices (“frequent trading”) 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 implementing long-term investment strategies 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.

To the extent the Fund invests in foreign securities, the Fund may be particularly susceptible to frequent trading because many foreign markets close hours before the Fund values its portfolio holdings. This may allow significant events, including broad market moves that occur in the interim, to affect the values of foreign securities held by the Fund. The time zone differences among foreign markets may allow a shareholder to exploit differences in the Fund’s share prices that are based on closing prices of foreign securities determined before the Fund calculates its NAV per share (known as “time zone arbitrage”). To the extent the Fund invests in securities that are thinly traded or relatively illiquid, the Fund also may be particularly susceptible to frequent trading because the current market price for such securities may not accurately reflect current market values. A shareholder may attempt to engage in frequent trading to take advantage of these pricing differences (known as “price arbitrage”). The Fund has adopted fair value procedures that allow the Fund to use values other than the closing market prices of these types of securities to reflect what the Fund reasonably believes to be their fair value at the time it calculates its NAV per share. The Fund expects that the use of fair value pricing will reduce a shareholder’s ability to engage successfully in time zone arbitrage and price arbitrage to the detriment of other Fund shareholders, although there is no assurance that fair value pricing will do so. For more information about these procedures, see “Pricing of Fund Shares” above.

The Fund’s Board has adopted additional policies and procedures that are designed to prevent or stop frequent trading. We recognize, however, that it may not be possible to identify and stop or avoid every instance of frequent trading in Fund shares. For this reason, the Fund’s policies and procedures are intended to identify and stop frequent trading that we believe may be harmful to the Fund. For this purpose, we consider frequent trading to be harmful if, in general, it is likely to cause the Fund to incur additional expenses or to sell portfolio holdings for other than investment strategy-related reasons. Toward this end, we have procedures in place to monitor the purchase, sale and exchange activity in Fund shares by investors and financial intermediaries that place orders on behalf of

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their clients, which procedures are described below. The Fund may modify its frequent trading policy and monitoring procedures from time to time without notice as and when deemed appropriate to enhance protection of the Fund and its shareholders.

Frequent Trading Policy and Procedures. Under the frequent trading policy, any Lord Abbett Fund shareholder redeeming shares valued at $5,000 or more from a Lord Abbett Fund will be prohibited from investing in the same Lord Abbett Fund for 30 calendar days after the redemption date (the “Policy”). The Policy applies to all redemptions and purchases for an account that are part of an exchange transaction or transfer of assets, but does not apply to the following types of transactions unless Lord Abbett Distributor determines in its sole discretion that the transaction may be harmful to the Fund: (1) systematic purchases and redemptions, such as purchases made through reinvestment of dividends or other distributions, or certain automatic or systematic investment, exchange or withdrawal plans (such as payroll deduction plans, and the Fund’s Invest-A-Matic and Systematic Withdrawal Plans); (2) retirement and benefit plan payroll and/or employer contributions, loans and distributions; (3) purchases or redemptions by a “fund-of-funds” or similar investment vehicle that Lord Abbett Distributor in its sole discretion has determined is not designed to and/or is not serving as a vehicle for frequent trading; (4) purchases by an account that is part of a fee-based program or mutual fund separate account program; and (5) purchases involving certain transfers of assets, rollovers, Roth IRA conversions and IRA recharacterizations; provided that the financial intermediary maintaining the account is able to identify the transaction in its records as one of these transactions. The Policy does not apply to Money Market Fund, Lord Abbett Floating Rate Fund, Lord Abbett Short Duration Income Fund, Lord Abbett Intermediate Tax Free Fund, and Lord Abbett Short Duration Tax Free Fund, provided that your financial intermediary is able to implement such exclusions.

In addition to the Policy, we have procedures in place designed to enable us to monitor the purchase, sale and exchange activity in Fund shares by investors and financial intermediaries that place orders on behalf of their clients in order to attempt to identify activity that is inconsistent with the Policy. If, based on these monitoring procedures, we believe that an investor is engaging in, or has engaged in, frequent trading that may be harmful to the Fund, normally, we will notify the investor (and/or the investor’s financial professional) to cease all such activity in the account. If the activity occurs again, we will place a block on all further purchases or exchanges of the Fund’s shares in the investor’s account and inform the investor (and/or the investor’s financial professional) to cease all such activity in the account. The investor then has the option of maintaining any existing investment in the Fund, exchanging Fund shares for shares of Money Market Fund, or redeeming the account. Investors electing to exchange or redeem Fund shares under these circumstances should consider that the transaction may be

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subject to a CDSC or result in tax consequences. As stated above, although we generally notify the investor (and/or the investor’s financial professional) to cease all activity indicative of frequent trading prior to placing a block on further purchases or exchanges, we reserve the right to immediately place a block on an account or take other action without prior notification when we deem such action appropriate in our sole discretion. While we attempt to apply the Policy and procedures uniformly to detect frequent trading practices, there can be no assurance that we will succeed in identifying all such practices or that some investors will not employ tactics that evade our detection.

We recognize that financial intermediaries that maintain accounts in omnibus recordkeeping environments or in nominee name may not be able reasonably to apply the Policy due to systems limitations or other reasons. In these instances, Lord Abbett Distributor may review the frequent trading policies and procedures that an individual financial intermediary is able to put in place to determine whether its policies and procedures are consistent with the protection of the Fund and its investors, as described above. Lord Abbett Distributor also will seek the financial intermediary’s agreement to cooperate with Lord Abbett Distributor’s efforts to (1) monitor the financial intermediary’s adherence to its policies and procedures and/or receive an amount and level of information regarding trading activity that Lord Abbett Distributor in its sole discretion deems adequate, and (2) stop any trading activity Lord Abbett Distributor identifies as frequent trading. Nevertheless, these circumstances may result in a financial intermediary’s application of policies and procedures that are less effective at detecting and preventing frequent trading than the policies and procedures adopted by Lord Abbett Distributor and by certain other financial intermediaries. If an investor would like more information concerning the policies, procedures and restrictions that may be applicable to his or her account, the investor should contact the financial intermediary placing purchase orders on his or her behalf. A substantial portion of the Fund’s shares may be held by financial intermediaries through omnibus accounts or in nominee name.

With respect to monitoring of accounts maintained by a financial intermediary, to our knowledge, in an omnibus environment or in nominee name, Lord Abbett Distributor will seek to receive sufficient information from the financial intermediary to enable it to review the ratio of purchase versus redemption activity of each underlying sub-account or, if such information is not readily obtainable, in the overall omnibus account(s) or nominee name account(s). If we identify activity that we believe may be indicative of frequent trading activity, we normally will notify the financial intermediary and request it to provide Lord Abbett Distributor with additional transaction information so that Lord Abbett Distributor may determine if any investors appear to have engaged in frequent trading activity. Lord Abbett Distributor’s monitoring activity normally is limited to review of historic account activity. This may result in procedures that

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may be less effective at detecting and preventing frequent trading than the procedures Lord Abbett Distributor uses in connection with accounts not maintained in an omnibus environment or in nominee name.

If an investor related to an account maintained in an omnibus environment or in nominee name is identified as engaging in frequent trading activity, we normally will request that the financial intermediary take appropriate action to curtail the activity and will work with the relevant party to do so. Such action may include actions similar to those that Lord Abbett Distributor would take, such as issuing warnings to cease frequent trading activity, placing blocks on accounts to prohibit future purchases and exchanges of Fund shares, or requiring that the investor place trades through the mail only, in each case either indefinitely or for a period of time. Again, we reserve the right to immediately attempt to place a block on an account or take other action without prior notification when we deem such action appropriate in our sole discretion. If we determine that the financial intermediary has not demonstrated adequately that it has taken appropriate action to curtail the frequent trading, we may consider seeking to prohibit the account or sub-account from investing in the Fund and/or also may terminate our relationship with the financial intermediary. As noted above, these efforts may be less effective at detecting and preventing frequent trading than the policies and procedures Lord Abbett Distributor uses in connection with accounts not maintained in an omnibus environment or in nominee name. The nature of these relationships also may inhibit or prevent Lord Abbett Distributor or the Fund from assuring the uniform assessment of CDSCs on investors, even though financial intermediaries operating in omnibus environments typically have agreed to assess the CDSCs or assist Lord Abbett Distributor or the Fund in assessing them.

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, and 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

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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.

Small Account Closing Policy. The Fund has established a minimum account balance of $1,000. Subject to the approval of the Fund’s Board, the Fund may redeem your account (without charging a CDSC) if the NAV of your account falls below $1,000. The Fund will provide you with at least 60 days’ prior written notice before doing so, during which time you may avoid involuntary redemption by making additional investments to satisfy the minimum account balance.

DISTRIBUTIONS AND TAXES

The following discussion is general. Because everyone’s tax situation is unique, you should consult your tax advisor regarding the effect that an investment in the Fund may have on your particular tax situation, including the treatment of distributions under the federal, state, local, and foreign tax rules that apply to you, as well as the tax consequences of gains or losses from the sale, redemption, or exchange of your shares.

The Fund expects to pay dividends from its net investment income quarterly and to distribute any net capital gains annually. All distributions, including dividends from net investment income, will be reinvested in Fund shares unless you instruct the Fund to pay them to you in cash. Your election to receive distributions in cash and payable by check will apply only to distributions totaling $10.00 or more. Accordingly, any distribution totaling less than $10.00 will be reinvested in Fund shares and will not be paid to you by check. This policy does not apply to you if you have elected to receive distributions that are directly deposited into your bank account. Retirement and benefit plan accounts may not receive distributions in cash. There are no sales charges on reinvestments.

For U.S. federal income tax purposes, the Fund’s distributions generally are taxable to shareholders, other than tax-exempt shareholders (including certain retirement and benefit plan shareholders, as discussed below), regardless of whether paid in cash or reinvested in additional Fund shares. Distributions of net investment income and short-term capital gains are taxable as ordinary income; however certain qualified dividends that the Fund receives and distributes may be subject to a reduced tax rate if you meet holding period and certain other requirements. Distributions of net long-term capital gains are taxable as long-term capital gains, regardless of how long you have owned Fund shares. Any sale, redemption, or exchange of Fund shares may be taxable.

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Also, a 3.8% Medicare contribution tax generally will be imposed on the net investment income of U.S. individuals, estates and trusts whose income exceeds certain threshold amounts. For this purpose, net investment income generally will include distributions from the Fund and capital gains attributable to the sale, redemption or exchange of Fund shares.

If you buy shares after the Fund has realized income or capital gains but prior to the record date for the distribution of such income or capital gains, you will be “buying a dividend” by paying the full price for shares and then receiving a portion of the price back in the form of a potentially taxable dividend.

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 along with certifications required by the Internal Revenue Service when you open an account. If you do not or it is otherwise legally required to do so, the Fund will withhold a 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, including the source of dividends and distributions of capital gains by the Fund, will be provided to shareholders each year.

Mutual funds are required to report to you and the Internal Revenue Service the “cost basis” of your shares acquired after January 1, 2012 and that are subsequently redeemed. These requirements generally do not apply to investments held in a tax-deferred account or to certain types of entities (such as C corporations).

If you hold Fund shares through a broker (or another nominee), please contact that broker (nominee) with respect to the reporting of cost basis and available elections for your account. If you are a direct shareholder, you may request that your cost basis reported on Form 1099-B be calculated using any one of the

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alternative methods offered by the Fund. Please contact the Fund to make, revoke, or change your election. If you do not affirmatively elect a cost basis method, the Fund will use the average cost basis method.

Please note that you will continue to be responsible for calculating and reporting gains and losses on redemptions of shares purchased prior to January 1, 2012. You are encouraged to consult your tax advisor regarding the application of the new cost basis reporting rules and, in particular, which cost basis calculation method you should elect.

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FINANCIAL INFORMATION

FINANCIAL HIGHLIGHTS

These tables describe the Fund’s performance for the fiscal years indicated. “Total Return” shows how much your investment in the Fund would have increased or decreased during each year 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 audit of the Fund’s financial statements. Financial statements and the report of the independent registered public accounting firm thereon appear in the 2014 annual report to shareholders and are incorporated by reference in the SAI, which is available upon request. Certain information reflects financial results for a single Fund share. Financial Highlights have not been provided for Class R4, R5, and R6 shares because these classes have not commenced operations to date.

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AFFILIATED FUND

Financial Highlights

	Class A Shares
	Year Ended 10/31
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year		$14.94			$11.82			$10.55			$10.59			$9.61
Investment operations:
Net investment income(a)		.36			.23			.18			.12			.09
Net realized and unrealized gain (loss)		1.72			3.12			1.27			(.04	)		.97
Total from investment operations		2.08			3.35			1.45			.08			1.06
Distributions to shareholders from:
Net investment income		(.37	)		(.23	)		(.18	)		(.12	)		(.08	)
Net asset value, end of year		$16.65			$14.94			$11.82			$10.55			$10.59
Total Return(b)		14.08	%		28.59	%		13.78	%		.73	%		11.07	%
Ratios to Average Net Assets:
Expenses, including expense reductions		.74	%		.84	%		.85	%		.84	%		.85	%
Expenses, excluding expense reductions		.74	%		.84	%		.85	%		.84	%		.85	%
Net investment income		2.25	%		1.70	%		1.58	%		1.09	%		.83	%
Supplemental Data:
Net assets, end of year (000)		$6,079,217			$6,051,139			$5,420,741			$5,777,045			$6,993,549
Portfolio turnover rate		81.28	%		92.86	%		14.26	%		16.39	%		24.56	%

(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.

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AFFILIATED FUND

Financial Highlights (continued)

	Class B Shares
	Year Ended 10/31
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year		$15.00			$11.87			$10.59			$10.61			$9.63
Investment operations:
Net investment income(a)		.24			.14			.11			.05			.02
Net realized and unrealized gain (loss)		1.74			3.12			1.27			(.03	)		.98
Total from investment operations		1.98			3.26			1.38			.02			1.00
Distributions to shareholders from:
Net investment income		(.25	)		(.13	)		(.10	)		(.04	)		(.02	)
Net asset value, end of year		$16.73			$15.00			$11.87			$10.59			$10.61
Total Return(b)		13.25	%		27.64	%		13.02	%		.18	%		10.34	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.49	%		1.50	%		1.51	%		1.49	%		1.50	%
Expenses, excluding expense reductions		1.49	%		1.50	%		1.51	%		1.49	%		1.50	%
Net investment income		1.51	%		1.06	%		.94	%		.43	%		.18	%
Supplemental Data:
Net assets, end of year (000)		$69,337			$91,394			$116,262			$174,386			$288,531
Portfolio turnover rate		81.28	%		92.86	%		14.26	%		16.39	%		24.56	%

(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.

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AFFILIATED FUND

Financial Highlights (continued)

	Class C Shares
	Year Ended 10/31
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year		$14.94			$11.82			$10.55			$10.58			$9.61
Investment operations:
Net investment income(a)		.24			.14			.11			.05			.02
Net realized and unrealized gain (loss)		1.71			3.12			1.26			(.03	)		.97
Total from investment operations		1.95			3.26			1.37			.02			.99
Distributions to shareholders from:
Net investment income		(.25	)		(.14	)		(.10	)		(.05	)		(.02	)
Net asset value, end of year		$16.64			$14.94			$11.82			$10.55			$10.58
Total Return(b)		13.17	%		27.76	%		13.04	%		.14	%		10.28	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.48	%		1.49	%		1.50	%		1.48	%		1.50	%
Expenses, excluding expense reductions		1.48	%		1.49	%		1.50	%		1.48	%		1.50	%
Net investment income		1.50	%		1.05	%		.93	%		.44	%		.18	%
Supplemental Data:
Net assets, end of year (000)		$459,439			$449,259			$407,621			$467,475			$595,084
Portfolio turnover rate		81.28	%		92.86	%		14.26	%		16.39	%		24.56	%

(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.

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AFFILIATED FUND

Financial Highlights (continued)

	Class F Shares
	Year Ended 10/31
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year		$14.94			$11.83			$10.56			$10.59			$9.61
Investment operations:
Net investment income(a)		.38			.26			.21			.15			.11
Net realized and unrealized gain (loss)		1.73			3.11			1.26			(.03	)		.97
Total from investment operations		2.11			3.37			1.47			.12			1.08
Distributions to shareholders from:
Net investment income		(.40	)		(.26	)		(.20	)		(.15	)		(.10	)
Net asset value, end of year		$16.65			$14.94			$11.83			$10.56			$10.59
Total Return(b)		14.25	%		28.80	%		14.04	%		1.08	%		11.33	%
Ratios to Average Net Assets:
Expenses, including expense reductions		.59	%		.60	%		.61	%		.59	%		.60	%
Expenses, excluding expense reductions		.59	%		.60	%		.61	%		.59	%		.60	%
Net investment income		2.36	%		1.94	%		1.82	%		1.33	%		1.07	%
Supplemental Data:
Net assets, end of year (000)		$152,988			$112,933			$92,498			$102,086			$86,360
Portfolio turnover rate		81.28	%		92.86	%		14.26	%		16.39	%		24.56	%

(a)	Calculated using average shares outstanding during the year.
(b)	Total return assumes the reinvestment of all distributions.

PROSPECTUS – AFFILIATED FUND

56

AFFILIATED FUND

Financial Highlights (continued)

	Class I Shares
	Year Ended 10/31
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year		$14.99			$11.86			$10.59			$10.62			$9.64
Investment operations:
Net investment income(a)		.39			.27			.22			.16			.12
Net realized and unrealized gain (loss)		1.73			3.14			1.26			(.03	)		.97
Total from investment operations		2.12			3.41			1.48			.13			1.09
Distributions to shareholders from:
Net investment income		(.41	)		(.28	)		(.21	)		(.16	)		(.11	)
Net asset value, end of year		$16.70			$14.99			$11.86			$10.59			$10.62
Total Return(b)		14.31	%		29.03	%		14.12	%		1.18	%		11.40	%
Ratios to Average Net Assets:
Expenses, including expense reductions		.49	%		.50	%		.51	%		.49	%		.50	%
Expenses, excluding expense reductions		.49	%		.50	%		.51	%		.49	%		.50	%
Net investment income		2.48	%		2.07	%		1.92	%		1.42	%		1.18	%
Supplemental Data:
Net assets, end of year (000)		$268,873			$239,652			$347,410			$385,714			$435,609
Portfolio turnover rate		81.28	%		92.86	%		14.26	%		16.39	%		24.56	%

(a)	Calculated using average shares outstanding during the year.
(b)	Total return assumes the reinvestment of all distributions.

PROSPECTUS – AFFILIATED FUND

57

AFFILIATED FUND

Financial Highlights (continued)

	Class P Shares
	Year Ended 10/31
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year		$14.91			$11.80			$10.53			$10.57			$9.59
Investment operations:
Net investment income(a)		.36			.23			.18			.12			.07
Net realized and unrealized gain (loss)		1.71			3.11			1.26			(.05	)		.98
Total from investment operations		2.07			3.34			1.44			.07			1.05
Distributions to shareholders from:
Net investment income		(.36	)		(.23	)		(.17	)		(.11	)		(.07	)
Net asset value, end of year		$16.62			$14.91			$11.80			$10.53			$10.57
Total Return(b)		14.02	%		28.58	%		13.79	%		.75	%		10.88	%
Ratios to Average Net Assets:
Expenses, including expense reductions		.74	%		.81	%		.86	%		.90	%		.95	%
Expenses, excluding expense reductions		.74	%		.81	%		.86	%		.90	%		.95	%
Net investment income		2.32	%		1.74	%		1.58	%		1.02	%		.73	%
Supplemental Data:
Net assets, end of year (000)		$28,397			$83,364			$88,145			$113,935			$158,627
Portfolio turnover rate		81.28	%		92.86	%		14.26	%		16.39	%		24.56	%

(a)	Calculated using average shares outstanding during the year.
(b)	Total return assumes the reinvestment of all distributions.

PROSPECTUS – AFFILIATED FUND

58

AFFILIATED FUND

Financial Highlights (continued)

	Class R2 Shares
	Year Ended 10/31
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year		$14.91			$11.80			$10.54			$10.58			$9.61
Investment operations:
Net investment income(a)		.30			.19			.15			.09			.06
Net realized and unrealized gain (loss)		1.72			3.12			1.26			(.03	)		.97
Total from investment operations		2.02			3.31			1.41			.06			1.03
Distributions to shareholders from:
Net investment income		(.32	)		(.20	)		(.15	)		(.10	)		(.06	)
Net asset value, end of year		$16.61			$14.91			$11.80			$10.54			$10.58
Total Return(b)		13.65	%		28.23	%		13.43	%		.50	%		10.78	%
Ratios to Average Net Assets:
Expenses, including expense reductions		1.09	%		1.10	%		1.11	%		1.09	%		1.09	%
Expenses, excluding expense reductions		1.09	%		1.10	%		1.11	%		1.09	%		1.09	%
Net investment income		1.88	%		1.43	%		1.33	%		.83	%		.57	%
Supplemental Data:
Net assets, end of year (000)		$718			$593			$529			$709			$419
Portfolio turnover rate		81.28	%		92.86	%		14.26	%		16.39	%		24.56	%

(a)	Calculated using average shares outstanding during the year.
(b)	Total return assumes the reinvestment of all distributions.

PROSPECTUS – AFFILIATED FUND

59

AFFILIATED FUND

Financial Highlights (concluded)

	Class R3 Shares
	Year Ended 10/31
	2014			2013			2012			2011			2010
Per Share Operating Performance
Net asset value, beginning of year		$14.93			$11.81			$10.55			$10.58			$9.61
Investment operations:
Net investment income(a)		.32			.21			.16			.11			.07
Net realized and unrealized gain (loss)		1.72			3.12			1.26			(.03	)		.97
Total from investment operations		2.04			3.33			1.42			.08			1.04
Distributions to shareholders from:
Net investment income		(.34	)		(.21	)		(.16	)		(.11	)		(.07	)
Net asset value, end of year		$16.63			$14.93			$11.81			$10.55			$10.58
Total Return(b)		13.75	%		28.43	%		13.54	%		.69	%		10.86	%
Ratios to Average Net Assets:
Expenses, including expense reductions		.98	%		.99	%		1.00	%		.98	%		1.00	%
Expenses, excluding expense reductions		.98	%		.99	%		1.00	%		.98	%		1.00	%
Net investment income		2.00	%		1.55	%		1.42	%		.94	%		.67	%
Supplemental Data:
Net assets, end of year (000)		$55,545			$51,455			$46,473			$40,021			$32,915
Portfolio turnover rate		81.28	%		92.86	%		14.26	%		16.39	%		24.56	%

(a)	Calculated using average shares outstanding during the year.
(b)	Total return assumes the reinvestment of all distributions.

PROSPECTUS – AFFILIATED FUND

60

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: http://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 20549-1520 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 REPORTS

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 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 Affiliated Fund, Inc.

Lord Abbett Mutual Fund shares are distributed by: LORD ABBETT DISTRIBUTOR LLC LAA-1
(03/15)  

Investment Company Act File Number: 811-00005

LORD ABBETT
Statement of Additional Information	March 1, 2015

LORD ABBETTAFFILIATED FUND

CLASS	TICKER	CLASS	TICKER
Class A	LAFFX	Class R2	LAFQX
Class B	LAFBX	Class R3	LAFRX
Class C	LAFCX	Class R4	TBD
Class F	LAAFX	Class R5	TBD
Class I	LAFYX	Class R6	TBD
Class P	LAFPX

This statement of additional information (“SAI”) is not a prospectus.  A prospectus may be obtained from your financial intermediary 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 Lord Abbett Affiliated Fund, Inc. (the “Affiliated Fund” or the “Fund”) dated March 1, 2015. Certain capitalized terms used throughout this SAI are defined in the prospectus.

The Fund’s audited financial statements are incorporated into this SAI by reference to the Fund’s 2014 annual report. 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 financial intermediary.

	TABLE OF CONTENTS
		PAGE
1.	Fund History	1-1
2.	Investment Policies	2-1
3.	Management of the Fund	3-1
4.	Control Persons and Principal Holders of Securities	4-1
5.	Investment Advisory and Other Services	5-1
6.	Brokerage Allocations and Other Practices	6-1
7.	Classes of Shares	7-1
8.	Purchases, Redemptions, Pricing, and Payments to Dealers	8-1
9.	Taxation of the Fund	9-1
10.	Underwriter	10-1
11.	Financial Statements	11-1
Appendix A – Fund Portfolio Information Recipients		A-1
Appendix B – Proxy Voting Policies and Procedures		B-1

1.

Fund History

The Fund is a diversified open-end management investment company registered under the Investment Company Act of 1940, as amended (the “Act”). The Fund was organized in 1934 and was reincorporated under Maryland law on November 26, 1975.  The Fund has 5,800,000,000 shares of authorized capital stock, par value $0.001 per share. The Fund consists of eleven classes of shares:  Class A, B, C, F, I, P, R2, R3, R4, R5, and R6 shares.  The Fund’s Board of Directors (the “Board”) will allocate the authorized shares of capital stock among the classes from time to time.

1-1

2.

Investment Policies

Fundamental Investment Restrictions. The Fund’s investment objective cannot be changed without the approval of a “majority of the Fund’s outstanding shares.”⁽¹⁾ The Fund also is 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 (as defined in the Act(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 investment 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;
(5)	buy or sell real estate (except that the Fund may invest in securities directly or indirectly secured by real estate or interests therein or issued by companies which invest in real estate or interests therein) or commodities or commodity contracts (except to the extent the Fund may do so in accordance with applicable law and without registering as a commodity pool operator under the Commodity Exchange Act as, for example, with futures contracts);
(6)	with respect to 75% of the gross assets of the Fund, buy securities of one issuer representing more than (i) 5% of the Fund’s gross assets, except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities or (ii) 10% of the voting securities of such issuer;
(7)	invest more than 25% of its assets, taken at market value, in the securities of issuers in any particular industry (excluding securities of the U.S. Government, its agencies and instrumentalities); or
(8)	issue senior securities to the extent such issuance would violate applicable law.(5)

⁽¹⁾ A “majority of a 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 more than 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” is defined in Section 2(a)(5) of the Act.

⁽³⁾ U.S. 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 the 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.

⁽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 (including the amount borrowed).

2-1

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

Non-Fundamental Investment Restrictions. In addition to the Fund’s investment objective and the fundamental investment restrictions above that cannot be changed without shareholder approval, the Fund also is 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 15% 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, as amended (“Rule 144A”), determined by Lord Abbett to be liquid, subject to the oversight of the Board;
(3)	invest in securities issued by other investment companies except to the extent permitted by applicable law. The Fund may not, however, rely on Sections 12(d)(1)(F) and 12(d)(1)(G) of the Act;
(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 Stock Exchange (“NYSE”) or the American Stock Exchange or a major foreign exchange);
(5)	invest in real estate limited partnership interests or interests in oil, gas or other mineral leases, or exploration or other development programs, except that the Fund may invest in securities issued by companies that engage in oil, gas or other mineral exploration or other development activities;
(6)	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;
(7)	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 the Fund’s shares; or
(8)	pledge, mortgage or hypothecate its assets, however, this provision does not apply to the grant of escrow receipts or the entry into other similar escrow arrangements arising out of the writing of covered call options.

Compliance with these non-fundamental 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 investment restrictions, with which the Fund must comply at the time of purchase. The Fund will not be required to sell illiquid securities if it exceeds the 15% limit due to market activity or 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 in an orderly fashion.

Portfolio Turnover Rate.  For each of the fiscal years ended October 31, 2014 and 2013, the Fund’s portfolio turnover rates were 81.28% and 92.86%, respectively.

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.

2-2

Borrowing Money.  The Fund may borrow money for certain purposes as described above under “Fundamental Investment Restrictions.” If the Fund borrows money and experiences a decline in its net asset value (“NAV”), the borrowing will increase the effect of its losses on the value of the Fund’s shares. The Fund will not purchase additional securities while outstanding borrowings exceed 5% of its total assets.

Cash Management Practices. The Fund receives cash as a result of investments in the Fund’s shares from the sale of the Fund’s investments and from any income or dividends generated by its portfolio investments. The Fund may handle that cash in different ways. The Fund may maintain a cash balance pending investments in other securities, payment of dividends or redemptions, or in other circumstances where the Fund’s portfolio management team believes additional liquidity is necessary or advisable. To the extent that the Fund maintains a cash balance, that portion of the Fund’s portfolio will not be exposed to the potential returns (positive or negative) of the market in which the Fund typically invests. The Fund may invest its cash balance in short-term investments, such as repurchase agreements.

Consistent with its investment objectives, policies, and restrictions, however, the Fund also may invest in securities, such as exchange traded funds, or derivatives, such as index futures, related to its cash balance. For example, the Fund may buy index futures with an aggregate notional amount that approximately offsets its cash balance to efficiently provide investment exposure while maintaining liquidity or accumulating cash pending purchases of individual securities. In addition, the Fund may buy or sell futures contracts in response to purchases or redemptions of Fund shares in order to maintain market exposure consistent with the Fund’s investment objective and strategies. When investing in this manner, the Fund may maintain a net short position with respect to futures, but would segregate liquid assets to cover its net payment obligations.

These cash management practices are ancillary to, and not part of, the Fund’s principal investment strategies. As such, the Fund does not intend to invest substantially in this manner.

Convertible Securities.  The Fund may invest in convertible securities. Convertible securities are preferred stocks or debt obligations, in each case, that are convertible into common stock of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles the holder to receive a dividend that is paid or accrued on preferred stock or interest that generally is paid or accrued on debt until the convertible security matures or is redeemed, converted, or exchanged. Generally, convertible securities offer lower dividend yields or interest than non-convertible securities of similar quality and less potential for gains or capital appreciation in a rising stock market than equity securities. Convertible securities ordinarily provide a stream of income with generally higher yields than those of common stock of the same or similar issuers. Convertible securities generally rank senior to common stock in a corporation’s capital structure but usually are subordinated to comparable non-convertible securities. Convertible securities generally do not participate directly in any dividend increases or decreases of the underlying securities, although the market prices of convertible securities may be affected by any dividend changes or other changes in the underlying securities. Convertible fixed income securities tend to be more volatile than other fixed income securities, and the markets for convertible securities may be less liquid than markets for common stocks or bonds. Convertible securities have both equity and fixed income risk characteristics. Like all fixed income securities, the value of convertible securities is susceptible to the risk of market losses attributable to changes in interest rates. The market value of convertible securities tends to decline as interest rates increase. If, however, the market price of the common stock underlying a convertible security approaches or exceeds the conversion price of the convertible security, the convertible security tends to reflect the market price of the underlying common stock. In such a case, a convertible security may lose much or all of its appreciated value if the value of the underlying common stock then falls below the conversion price of the security. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly based on its fixed income characteristics, and thus, may not necessarily decline in price as much as the underlying common stock.

A significant portion of convertible securities have below investment grade credit ratings and are subject to increased credit and liquidity risks. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by the Fund is called for redemption, the Fund will be required to convert it into the underlying common stock, sell it to a third party, or permit the issuer to redeem the security. Any of these actions could have an adverse effect on the Fund’s ability to achieve its investment objective, which, in turn, could result in losses to the Fund.

2-3

Cyber Security. The Fund and its service providers, vendors, counterparties, or clients, and other third parties are susceptible to cyber security risks. These risks include, among other things, theft, misuse and loss of confidential and proprietary information, data corruption, and operational disruption. Cyber attacks against or security breakdowns of the Fund or its service providers may adversely impact the Fund and its shareholders, potentially resulting in, among other things, financial losses, the inability of Fund shareholders to transact business, inability to calculate the Fund’s NAV, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, and/or additional compliance and remediation costs. Cyber security risks also may impact issuers of securities in which the Fund invests, which may cause the Fund’s investment in such issuers to lose value. There can be no assurance that the Fund will not suffer losses relating to cyber attacks or other information security breaches in the future.

Depositary Receipts.  The Fund may invest in American Depositary Receipts (“ADRs”) and similar depositary receipts. ADRs, typically issued by a U.S. financial institution (a “depositary”), evidence ownership interests in a security or a pool of securities issued by a foreign company and deposited with the depositary. Prices of ADRs are quoted in U.S. dollars, and ADRs are listed and traded in the U.S. Ownership of ADRs entails similar investment risks to direct ownership of foreign securities traded outside the U.S., including increased market, liquidity, currency, political, information, and other risks. Although the Fund may not invest more than 10% of its net assets in foreign securities, ADRs are not considered foreign securities for purposes of this limitation. To the extent the Fund acquires depositary receipts through banks that do not have a contractual relationship with the foreign issuer of the security underlying the depositary receipts to issue and service such unsponsored depositary receipts, there is an increased possibility that the Fund will not become aware of, and will not be able to respond to, corporate actions such as stock splits or rights offerings involving the foreign issuer in a timely manner. In addition, the lack of information may result in inefficiencies in the valuation of such instruments. Investment in depositary receipts does not eliminate all the risks inherent in investing in securities of foreign issuers. The market value of depositary receipts is dependent upon the market value of the underlying securities and fluctuations in the relative value of the currencies in which the depositary receipts and the underlying securities are quoted. However, by investing in depositary receipts, such as ADRs, which are quoted in U.S. dollars, the Fund may avoid currency risks during the settlement period for purchases and sales.

Derivatives. The Fund may use derivatives for cash management purposes. Derivatives are financial instruments that derive their value from the value of an underlying asset, reference rate, or index. Such underlying reference instruments generally may include indices, securities, currencies, and commodities. Derivatives allow the Fund to quickly and efficiently adjust its exposure to the value of a reference instrument without actually buying or selling the instrument. The specific types of derivatives the Fund currently uses and the risks they involve are discussed below. The Fund may in the future use other types of derivatives with similar structural features and risk profiles.

• Futures. As discussed under “Cash Management Practices,” the Fund may buy and sell index futures contracts to manage cash. For example, the Fund may gain exposure to an index or to a basket of securities by entering into futures contracts rather than buying securities in a rising market.

Futures are standardized, exchange-traded contracts to buy or sell a specified quantity of an underlying reference instrument at a specified price at a specified future date. In most cases the contractual obligation under a futures contract may be offset or “closed out” before the settlement date so that the parties do not have to make or take delivery. A futures contract usually is closed out by buying or selling, as the case may be, an identical, offsetting futures contract. This transaction, which is effected through an exchange, cancels the obligation to make or take delivery of the underlying reference instrument. Although some futures contracts by their terms require physical settlement (meaning actual delivery or acquisition of the underlying reference instrument), most permit cash settlement.

When the Fund enters into a futures contract, it must deposit collateral or “initial margin” equal to a percentage of the contract value. Each day thereafter until the futures contract is closed out, the Fund will pay or receive additional “variation margin” depending on changes in the price of the underlying reference instrument. When the futures contract is closed out, if the Fund experiences a loss equal to or greater than the margin amount, the Fund will pay the margin amount plus any amount in excess of the margin amount. If the Fund experiences a loss of less than the margin amount, the Fund receives the difference. Likewise, if the Fund experiences a gain, the Fund receives the margin amount and the amount of the gain.

2-4

The primary risks associated with futures contracts are:

o Unanticipated market movements may cause the Fund to experience substantial losses.

o There may be an imperfect correlation between the change in the market value of the underlying reference instrument and the price of the futures contract.

o Futures markets are highly volatile, and the use of futures may increase the volatility of the Fund’s NAV.

o Because of low initial margin requirements, futures involve a high degree of leverage. As a result, a relatively small price movement in a futures contract can cause substantial losses to the Fund.

o There may not be a liquid secondary trading market for a futures contract, limiting the Fund’s ability to close a futures contract when desired.

o The counterparty to a futures contract may fail to perform its obligations.

Foreign Securities. The Fund may invest in foreign securities. Foreign securities may involve special risks that typically are not associated with U.S. dollar denominated or quoted securities of U.S. issuers, including the following :

· Foreign securities may be affected by changes in currency rates, changes in foreign or U.S. laws or restrictions applicable to foreign securities and changes in exchange control regulations (i.e., currency blockage). A decline in the exchange rate of the foreign currency in which a portfolio security is quoted or denominated relative to the U.S. dollar would reduce the value of the portfolio security in U.S. dollars.

· Brokerage commissions, custodial services, and other costs relating to investment in foreign securities markets generally are more expensive than in the U.S.

· Clearance and settlement procedures may be different in foreign countries and, in certain markets, such procedures may be unable to keep pace with the volume of securities transactions, thus making it difficult to conduct such transactions.

· Foreign issuers generally are not subject to uniform accounting, auditing and financial reporting standards comparable to those applicable to U.S. issuers. There may be less publicly available information about a foreign issuer than about a comparable U.S. issuer.

· There generally is less government regulation of foreign markets, companies and securities dealers than in the U.S. Consequently, the investor protections that are in place may be less stringent than in the U.S.

· Foreign securities markets may have substantially less trading volume than U.S. securities markets, and securities of many foreign issuers are less liquid and more volatile than securities of comparable domestic issuers.

· Foreign securities may trade on days when the Fund does not sell shares. As a result, the value of the Fund’s portfolio securities may change materially on days an investor may not be able to purchase or redeem Fund shares.

· With respect to certain foreign countries, there is a possibility of nationalization, expropriation or confiscatory taxation, imposition of withholding or other taxes on dividend or interest payments (or, in some cases, capital gains), limitations on the removal of funds or other assets of the Fund, and political or social instability,

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diplomatic developments or the imposition of economic sanctions or other government restrictions that could affect investments in those countries.

· Many countries throughout the world are dependent on a healthy U.S. economy and are adversely affected when the U.S. economy weakens or its markets decline. Additionally, many foreign country economies are heavily dependent on international trade and are adversely affected by protective trade barriers and economic conditions of their trading partners. Protectionist trade legislation enacted by those trading partners could have a significant adverse effect on the securities markets of those countries. Individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross national product, rate of inflation, capital reinvestment, resource self-sufficiency, and balance of payments position.

· The risks of investing in less developed countries, sometimes referred to as emerging markets, generally are greater than the risks of investing in more developed countries. The securities markets of emerging countries tend to be less liquid, to be subject to greater price volatility, to have a smaller market capitalization, and to have less government regulation than the markets of more developed countries. Securities and issuers in emerging countries tend to be subject to less extensive and frequent accounting, financial, and other reporting requirements than securities and issuers in more developed countries. Further, investing in the securities of issuers located in certain emerging countries may present a greater risk of loss resulting from problems in security registration and custody or substantial economic or political disruptions. If a company’s economic fortunes are linked to emerging markets, then a security it issues generally will be subject to these risks even if the security is principally traded on a non-emerging market exchange.

Illiquid Securities.  The Fund may invest up to 15% of its net assets in illiquid securities, which are securities that the Fund determines cannot be disposed of in seven days in the ordinary course of business at approximately the amount at which the Fund has valued such securities. Illiquid securities include:

· securities that are not readily marketable;

· repurchase agreements and time deposits with a notice or demand period of more than seven days; and

· certain restricted securities, unless Lord Abbett determines, subject to the oversight of the Board, based upon a review of the trading markets for a specific restricted security, that such restricted security is eligible for resale pursuant to Rule 144A (“144A Securities”) and is liquid.

144A Securities may be resold to a qualified institutional buyer (“QIB”) without registration and without regard to whether the seller originally purchased the security for investment. Investing in 144A Securities may decrease the liquidity of the Fund’s portfolio to the extent that QIBs become for a time uninterested in purchasing these securities. The purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. The amount of the discount from the prevailing market price varies depending upon the type of security, the character of the issuer, the party who will bear the expenses of registering the restricted securities if needed, and prevailing supply and demand conditions. The Fund may not be able to readily liquidate its investment in illiquid securities and may have to sell other investments if necessary to raise cash to meet its obligations. This will cause illiquid securities to become an increasingly larger percentage of the Fund’s portfolio. The lack of a liquid secondary market for illiquid securities may make it more difficult for the Fund to assign a value to those securities for purposes of valuing its portfolio and calculating its NAV.

Initial Public Offerings (“IPOs”). The Fund may invest in IPOs, which are new issues of equity securities, as well as newly issued secondary offerings. IPOs have many of the same risks as small company stocks. IPOs do not have trading history, and information about the company may be available only for recent periods. The Fund’s purchase of shares issued in IPOs also exposes it to the risks inherent in those sectors of the market where these new issuers operate. The market for IPO issuers has been volatile and share prices of newly-priced companies have fluctuated in significant amounts over short periods of time. IPOs may generate substantial gains for the Fund, but investors should not rely on any past gains that may have been produced by IPOs as an indication of the Fund’s future performance, because there is no guarantee that the Fund will have access to profitable IPOs in the future. The Fund may be limited in the quantity of IPO or secondary offering shares that it may buy at the offering price, or the Fund

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may not be able to buy any shares of an IPO or secondary offering at the offering price. As the size of the Fund increases, the impact of IPOs on the Fund’s performance generally would decrease; conversely, as the size of the Fund decreases, the impact of IPOs on the Fund’s performance generally would increase.

Investments in Other Investment Companies. Subject to the limitations prescribed by the Act and the rules adopted by the SEC thereunder, the Fund may invest in other investment companies, including money market funds, exchange-traded funds (“ETFs”), and closed-end funds. (The Fund, however, may not invest in other funds in reliance on Sections 12(d)(1)(F) and (G) of the Act.) These limitations include a prohibition on the Fund acquiring more than 3% of the voting shares of any one other investment company, and a prohibition on the Fund investing more than 5% of its total assets in the securities of any one other investment company or more than 10% of its total assets in securities of other investment companies in the aggregate. (Pursuant to certain SEC rules, these percentage limitations do not apply to the Fund’s investments in certain registered money market funds.) The Fund’s investments in another investment company will be subject to the risks of the purchased investment company’s portfolio securities and the Fund’s shareholders must bear not only their proportionate share of the Fund’s fees and expenses, but they also must bear indirectly the fees and expenses of the other investment company.

The Fund may invest in ETFs. Investments in ETFs are subject to a variety of risks, including risks of a direct investment in the underlying securities that the ETF holds. For example, the general level of stock prices may decline, thereby adversely affecting the value of the underlying investments of the ETF and, consequently, the value of the ETF. In addition, the market value of the ETF shares may differ from their NAV because the supply and demand in the market for ETF shares at any point is not always identical to the supply and demand in the market for the underlying securities. Also, ETFs that track particular indices typically will be unable to match the performance of the index exactly due to the ETF’s operating expenses and transaction costs, among other things. ETFs typically incur fees that are separate from those fees incurred directly by the Funds. Therefore, as a shareholder in an ETF (as with other investment companies), the Fund would bear its ratable share of the ETF’s expenses. At the same time, the Fund would continue to pay its own investment management fees and other expenses. As a result, the Fund and its shareholders, in effect, will absorb duplicate levels of fees with respect to investments in ETFs.

The Fund may invest in foreign countries through investment companies, including closed-end funds. Some emerging market countries have laws and regulations that currently preclude direct foreign investments in the securities of their companies. However, indirect foreign investment in the securities of such countries is permitted through investment companies that have been specifically authorized. These investments are subject to the risks of investing in foreign (including emerging market) securities.

Preferred Stock, Warrants, and Rights. The Fund may invest in preferred stock, warrants, and rights. Preferred stocks are securities that evidence ownership in a corporation and pay a fixed or variable stream of dividends. They represent an ownership interest providing the holder with claims on the issuer’s earnings and assets before common stockholders, but after bond holders and other creditors. Unlike debt securities, the obligations of an issuer of preferred stock, including dividend and other payment obligations, typically may not be accelerated by the holders of such preferred stock on the occurrence of an event of default or other non-compliance by the issuer of the preferred stock. Investments in preferred stock are subject to market and liquidity risks. The value of a preferred stock may be highly sensitive to the economic condition of the issuer, and markets for preferred stock may be less liquid than the market for the issuer’s common stock.

Warrants are options to buy from the issuer a stated number of shares of common stock at a specified price, usually higher than the market price at the time of issuance, at any time during the life of the warrant. Rights represent a privilege offered to holders of record of issued securities to subscribe (usually on a pro rata basis) for additional securities of the same class, of a different class or of a different issuer, usually at a price below the initial offering price of the common stock and before the common stock is offered to the general public. The holders of warrants and rights have no voting rights, receive no dividends and have no rights with respect to the assets of the issuer. Warrants and rights usually are freely transferrable. The value of a warrant or right may not necessarily change with the value of the underlying securities. Warrants and rights cease to have value if they are not exercised before their expiration date. The risk of investing in a warrant or a right is that the warrant or the right may expire before the market value of the common stock exceeding the price fixed by the warrant or the right. Investments in warrants and rights are thus speculative and may result in a total loss of the money invested.

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Real Estate Investment Trusts (“REITs”). The Fund may invest in REITs, which are pooled investment vehicles that invest primarily in either real estate or real estate related loans. REITs generally derive their income from rents on the underlying properties or interest on the underlying loans, and the value of a REIT is affected by changes in the value of the properties owned by the REIT or securing mortgage loans held by the REIT or changes in interest rates affecting the underlying loans owned by the REIT. REITs are dependent upon the ability of the REITs’ managers, and are subject to heavy cash flow dependency, default by borrowers, self-liquidation, and the qualification of the REITs under applicable regulatory requirements for favorable income tax treatment. REITs also are subject to risks generally associated with investments in real estate including possible declines in the value of real estate, general and local economic conditions, environmental problems, changes in interest rates, decreases in market rates for rents, increases in competition, property taxes, capital expenditures or operating expenses, and other economic, political, or regulatory occurrences affecting the real estate industry. To the extent that assets underlying a REIT are concentrated geographically, by property type or in certain other respects, these risks may be heightened. The Fund will indirectly bear its proportionate share of any expenses, including management fees, paid by a REIT in which it invests.

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 (or basket of securities) 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.

Repurchase agreements are considered a form of lending under the Act. A repurchase agreement with more than seven days to maturity is considered an illiquid security and is subject to the Fund’s non-fundamental investment restriction on illiquid securities.

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. If the seller of the agreement becomes insolvent and subject to liquidation or reorganization under the Bankruptcy Code or other laws, a court may determine that the underlying securities are collateral not within the control of the Fund and, therefore, the Fund may incur delays in disposing of the security and/or may not be able to perfect its interest in the underlying securities and may be deemed an unsecured creditor of the seller of the agreement. 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.

Reverse Repurchase Agreements.  The Fund may enter into reverse repurchase agreements. In a reverse repurchase agreement, the Fund sells a security to a securities dealer or bank for cash and also agrees to repurchase the same security later at a set price. Reverse repurchase agreements expose the Fund to credit risk (that is, the risk that the counterparty will fail to resell the security to the Fund). This risk is greatly reduced because the Fund generally receives cash equal to 98% of the price of the security sold. Engaging in reverse repurchase agreements also may involve the use of leverage, in that the Fund may reinvest the cash it receives in additional securities. The Fund will attempt to minimize this risk by managing its duration.

Reverse repurchase agreements are considered a form of borrowing under the Act. The Fund’s reverse repurchase agreements will not exceed 20% of the Fund’s net assets.

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Short Sales.  The Fund may make short sales of securities or maintain a short position if, at all times when a short position is open, the Fund owns an equal amount of such securities (or securities convertible into or exchangeable into an equal amount of such securities) without payment of any further consideration. This is commonly referred to as a “short sale against the box.” The Fund may engage in such a transaction, for example, to lock in a sales price for a security the Fund does not wish to sell immediately. If the Fund sells securities short against the box, it may protect itself from loss if the price of the securities declines in the future, but will lose the opportunity to profit on such securities if the price rises. The Fund may not engage in any other type of short selling and does not intend to have more than 5% of its net assets (determined at the time of the short sale) subject to short sales. This limit does not apply to the Fund’s use of short positions in futures contracts, including U.S. Treasury note futures, securities index futures, or other security futures, for bona fide hedging or cash management purposes or to pursue risk management strategies.

When-Issued or Forward Transactions.  The Fund may purchase portfolio securities on a when-issued or forward basis. When-issued or forward transactions involve a commitment by the Fund to purchase securities, with payment and delivery (“settlement”) to take place in the future, in order to secure what is considered to be an advantageous price or yield at the time of entering into the transaction. When-issued purchases and forward transactions are negotiated directly with the other party, and such commitments are not traded on exchanges. The value of fixed-income securities to be delivered in the future will fluctuate as interest rates vary. During the period between purchase and settlement, the value of the securities will fluctuate and assets consisting of cash and/or marketable securities (normally short-term U.S. Government Securities) marked to market daily in an amount sufficient to make payment at settlement will be segregated at the Fund’s custodian in order to pay for the commitment. Securities purchased or sold on a when-issued or forward commitment basis involve a risk of loss if the value of the security to be purchased declines before the settlement date or if the value of the security to be sold increases before the settlement date. At the time the Fund makes the commitment to purchase a security on a when-issued basis, it will record the transaction and reflect the liability for the purchase and the value of the security in determining its NAV. The Fund generally also is required to identify on its books cash and liquid assets in an amount sufficient to meet the purchase price unless the Fund’s obligations are otherwise covered. Alternatively, the Fund may enter into offsetting contracts for the forward sale of other securities that it owns. The Fund generally will purchase securities on a when-issued basis or purchase or sell securities on a forward commitment basis only with the intention of completing the transaction and actually purchasing or selling the securities. If deemed advisable as a matter of investment strategy, however, the Fund may dispose of or negotiate a commitment after entering into it. The Fund also may sell securities it has committed to purchase before those securities are delivered to the Fund on the settlement date. Under no circumstances will settlement for such securities take place more than 120 days after the purchase date.

Temporary Defensive Investments. As described in the prospectus, the Fund is authorized to temporarily invest a substantial amount, or even all, of its assets in various short-term fixed-income securities to take a defensive position. Temporary defensive securities include:

· U.S. Government Securities.

· Commercial paper.  Commercial paper consists of unsecured promissory notes issued by corporations to finance short-term credit needs.  Commercial paper is issued in bearer form with maturities generally not exceeding nine months.  Commercial paper obligations may include variable amount master demand notes.

· Bank certificates of deposit and time deposits.  Certificates of deposit are certificates issued against funds deposited in a bank or a savings and loan.  They are issued for a definite period of time and earn a specified rate of return.

· Bankers’ acceptances.  Bankers’ acceptances are short-term credit instruments evidencing the obligation of a bank to pay a draft that has been drawn on it by a customer.  These instruments reflect the obligations both of the bank and of the drawer to pay the face amount of the instrument upon maturity.  They primarily are used to finance the import, export, transfer or storage of goods.  They are “accepted” when a bank guarantees their payment at maturity.

· Repurchase agreements with maturities of less than seven days.

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· Registered money market funds.

· Comparable foreign fixed income securities.

Policies and Procedures Governing Disclosure of Portfolio Holdings. Lord Abbett regularly makes information about the Fund’s portfolio holdings available to the general public at www.lordabbett.com. For equity and fixed income Funds, Lord Abbett generally makes a list of the Fund’s top ten holdings publicly available monthly with a 15-day delay (lag) and aggregate holdings information publicly available monthly with a 30-day delay (lag). Lord Abbett generally makes holdings information for each fund-of-funds publicly available without any delay and for the money market fund publicly available one day after the reporting date or period. In addition, consistent with its fiduciary duty and applicable legal requirements, Lord Abbett may release nonpublic portfolio holdings information to selected third parties to assist with a variety of investment, distribution, and operational processes. For example, Lord Abbett may disclose information about the Fund’s portfolio holdings to a pricing vendor for use in valuing a security. More specifically, Lord Abbett may provide portfolio holdings information to the following categories of third parties before making it available to the public, with a frequency and lag deemed appropriate under the circumstances:

· Service providers that render accounting, custody, legal, pricing, proxy voting, trading, and other services to the Fund;

· Financial intermediaries that sell Fund shares;

· Portfolio evaluators such as Lipper Analytical Services, Inc. and Morningstar, Inc.;

· Data aggregators such as Bloomberg;

· Other advisory clients of Lord Abbett that may be managed in a style substantially similar to that of the Fund, including institutional clients and their consultants, managed account program sponsors, and unaffiliated mutual funds; and

· Other third parties that may receive portfolio holdings information from Lord Abbett on a case-by-case basis with the authorization of the Fund’s officers.  

The Board has adopted policies and procedures that are designed to manage conflicts of interest that may arise from Lord Abbett’s selective disclosure of portfolio holdings information and prevent potential misuses of such information. Lord Abbett’s Chief Compliance Officer administers these policies and procedures and reports to the Board at least annually about the operation of the policies and procedures as part of the Board’s oversight of the Fund’s compliance program.

Under the policies and procedures, Lord Abbett may selectively disclose portfolio holdings information only when it has a legitimate business purpose for doing so and the recipient is obligated to keep the information confidential and not trade based on it (typically by a confidentiality agreement). Pursuant to these policies and procedures, Lord Abbett provides certain portfolio holdings information to SG Constellation, LLC (“SGC”), which provides financing for the distribution of the Lord Abbett Funds’ Class B shares. Lord Abbett and SGC have entered into a confidentiality agreement that, among other things, forbids SGC and its officers, employees, and agents from taking any inappropriate action based on the portfolio holdings information provided by Lord Abbett. The fees payable to SGC are based in part on the value of the Fund’s portfolio securities. 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 Lord Abbett Funds) and may engage in certain hedging transactions based on this information. However, SGC will not engage in transactions based solely on the Fund’s portfolio holdings.

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Neither the Fund nor Lord Abbett or any of their respective affiliates receives any compensation for disclosing information about the Fund’s portfolio holdings. For this purpose, compensation does not include ordinary investment management or service provider fees.

The portfolio holdings of Lord Abbett’s similarly managed advisory clients may closely mirror the Fund’s portfolio holdings. These clients are not subject to the same portfolio holdings disclosure policies and procedures as the Fund and therefore may disclose information about their own portfolio holdings information more frequently than the Fund discloses information about its portfolio holdings. To mitigate the risk that a recipient of such information could trade ahead of or against the Fund, Lord Abbett seeks assurances that clients will protect the confidentiality of portfolio holdings information by not disclosing it until Lord Abbett makes the Fund’s portfolio holdings publicly available. Lord Abbett also may monitor its clients’ trading activity, particularly in cases in which clients recently received sensitive portfolio holdings 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.

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.

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3.

Management of the Fund

The Board 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 elects officers who are responsible for the day-to-day operations of the Fund and who execute policies authorized by the Board. As generally discussed in the Fund’s semiannual report to shareholders, the Board also approves an investment adviser to the Fund and continues to monitor the cost and quality of the services the investment adviser provides, 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, a Delaware limited liability company, is the Fund’s investment adviser. Designated Lord Abbett personnel are responsible for the day-to-day management of the Fund.

Board Leadership Structure

The Board currently has nine Directors, eight of whom are persons who are not “interested persons” of the Fund, sometimes referred to as independent directors/trustees or “Independent Directors”. E. Thayer Bigelow, an Independent Director, serves as the Chairman of the Board. The Board has determined that its leadership structure is appropriate in light of the composition of the Board and its committees and Mr. Bigelow’s long tenure with the Board. The Board believes that its leadership structure enhances the effectiveness of the Board’s oversight role.

The Board generally meets seven times a year, and may hold additional special meetings to address specific matters that arise between regularly scheduled meetings. The Independent Directors also meet regularly without the presence of management and are advised by independent legal counsel.

As discussed more fully below, the Board has delegated certain aspects of its oversight function to committees comprised solely of Independent Directors. The committee structure facilitates the Board’s timely and efficient consideration of matters pertinent to the Fund’s business and affairs and their associated risks.

For simplicity, the following sections use the term “directors/trustees” to refer to Directors of the Fund and the directors/trustees of all other Lord Abbett Funds.

Interested Director

Ms. Foster is affiliated with Lord Abbett and is an “interested person” of the Fund as defined in the Act. Ms. Foster is a director/trustee and officer of each of the 12 investment companies in the Lord Abbett Family of Funds, which consist of 56 portfolios or series.

Name, Address and Year of Birth	Current Position and Length of Service with the Fund	Principal Occupation and Other Directorships During the Past Five Years
Daria L. Foster Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1954)	Director and President since 2006; Chief Executive Officer since 2012	Principal Occupation: Managing Partner of Lord Abbett (since 2007), and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990. Other Directorships: None.

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Independent Directors

The following Independent Directors also are directors/trustees of each of the 12 investment companies in the Lord Abbett Family of Funds, which consist of 56 portfolios or series.

Name, Address and Year of Birth	Current Position and Length of Service with the Fund	Principal Occupation and Other Directorships During the Past Five Years
E. Thayer Bigelow Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1941)	Director since 1994; Chairman since 2013	Principal Occupation: Managing General Partner, Bigelow Media, LLC (since 2000); Senior Adviser, Time Warner Inc. (1998–2000).   Other Directorships: Currently serves as director of Crane Co. (since 1984) and Huttig Building Products Inc. (since 1998). Previously served as a director of R.H. Donnelley Inc. (2009–2010).
Robert B. Calhoun, Jr. Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1942)	Director since 1998	Principal Occupation: Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991–2009).   Other Directorships: None.
Eric C. Fast Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1949)	Director since 2014	Principal Occupation: Chief Executive Officer of Crane Co., an industrial products company (2001–2014). Other Directorships: Currently serves as director of Automatic Data Processing, Inc. (since 2007) and Regions Financial Corporation (since 2010). Previously served as a director of Crane Co. (1999–2014).
Evelyn E. Guernsey Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1955)	Director since 2011	Principal Occupation: CEO, Americas of J.P. Morgan Asset Management (2004–2010).   Other Directorships: None.
Julie A. Hill Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1946)	Director since 2004	Principal Occupation: Owner and CEO of The Hill Company, a business consulting firm (since 1998).   Other Directorships: Currently serves as director of Anthem, Inc., a health benefits company (since 1994).
Franklin W. Hobbs Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2000	Principal Occupation: Advisor of One Equity Partners, a private equity firm (since 2004).   Other Directorships: Currently serves as director and Chairman of the Board of Ally Financial Inc., a financial services firm (since 2009), and as director of Molson Coors Brewing Company (since 2002).

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Name, Address and Year of Birth	Current Position and Length of Service with the Fund	Principal Occupation and Other Directorships During the Past Five Years
James M. McTaggart Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947)	Director since 2012	Principal Occupation: Independent management advisor and consultant (since 2012); Vice President, CRA International, Inc. (doing business as Charles River Associates), a global management consulting firm (2009–2012); Founder and Chairman of Marakon Associates, Inc., a strategy consulting firm (1978–2009); and Officer and Director of Trinsum Group, a holding company (2007–2009).   Other Directorships: Currently serves as director of Blyth, Inc., a home products company (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	Principal Occupation: CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990); CEO of Tullis Health Investors Inc. (since 2012).   Other Directorships: 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 also may be officers of the other Lord Abbett Funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302. Unless otherwise indicated, the position(s) and title(s) listed under the “Principal Occupation During the Past Five Years” column indicate each officer’s position(s) and title(s) with Lord Abbett.

Name and Year of Birth	Current Position with the Fund	Length of Service of Current Position	Principal Occupation During the Past Five Years
Daria L. Foster (1954)	President and Chief Executive Officer	Elected as President in 2006 and Chief Executive Officer in 2012	Managing Partner of Lord Abbett (since 2007), and was formerly Director of Marketing and Client Service, joined Lord Abbett in 1990.
Robert I. Gerber (1954)	Executive Vice President	Elected in 2007	Partner and Chief Investment Officer (since 2007), joined Lord Abbett in 1997 as Director of Taxable Fixed Income Management.
Walter H. Prahl (1958)	Executive Vice President	Elected in 2013	Partner and Director, joined Lord Abbett in 1997.
Frederick J. Ruvkun (1957)	Executive Vice President	Elected in 2013	Partner and Portfolio Manager, joined Lord Abbett in 2006.
John W. Ashbrook (1964)	Vice President and Assistant Secretary	Elected in 2014	Senior Counsel, joined Lord Abbett in 2008.
Joan A. Binstock (1954)	Chief Financial Officer and Vice President	Elected in 1999	Partner and Chief Financial and Operations Officer, joined Lord Abbett in 1999.

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Name and Year of Birth	Current Position with the Fund	Length of Service of Current Position	Principal Occupation During the Past Five Years
Brooke A. Fapohunda (1975)	Vice President and Assistant Secretary	Elected in 2014	Assistant General Counsel, joined Lord Abbett in 2006 and was formerly Vice President and Legal Counsel at Credit Suisse Asset Management LLC and Associate at Willkie Farr & Gallagher LLP.
John K. Forst (1960)	Vice President and Assistant Secretary	Elected in 2005	Partner and 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.
David J. Linsen (1974)	Vice President	Elected in 2012	Partner and Director, joined Lord Abbett in 2001.
Joseph M. McGill (1962)	Chief Compliance Officer	Elected in 2014	Chief Compliance Officer, joined Lord Abbett in 2014 and was formerly Managing Director and the Chief Compliance Officer at UBS Global Asset Management (2003–2013).
A. Edward Oberhaus, III (1959)	Vice President	Elected in 1996	Partner and Director, joined Lord Abbett in 1983.
Lawrence B. Stoller (1963)	Vice President and Assistant Secretary	Elected in 2007	Partner and Senior Deputy General Counsel, joined Lord Abbett in 2007.
Scott S. Wallner (1955)	AML Compliance Officer	Elected in 2011	Assistant General Counsel, joined Lord Abbett in 2004.
Bernard J. Grzelak (1971)	Treasurer	Elected in 2003	Partner and Director of Fund Administration, joined Lord Abbett in 2003.

Qualifications of Directors/Trustees

The individual qualifications for each of the directors/trustees and related biographical information are noted below. These qualifications led to the conclusion that each should serve as a director/trustee for the Funds, in light of the Funds’ business and structure. In addition to individual qualifications, the following characteristics are among those qualifications applicable to each of the existing directors/trustees and are among the qualifications that the Nominating and Governance Committee will consider for any future nominees:

· Irreproachable reputation for integrity, honesty and the highest ethical standards;

· Outstanding skills in disciplines deemed by the Nominating and Governance Committee to be particularly relevant to the role of Independent Director, including business acumen, experience relevant to the financial services industry generally and the investment industry particularly, and ability to exercise sound judgment in matters relating to the current and long-term objectives of the Fund;

· Understanding and appreciation of the important role occupied by an Independent Director in the regulatory structure governing registered investment companies;

· Willingness and ability to contribute positively to the decision making process for the Fund, including appropriate interpersonal skills to work effectively with other Independent Directors;

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· Desire and availability to serve as an Independent Director for a substantial period of time;

· Absence of conflicts that would interfere with qualifying as an Independent Director; and

· Diversity of background.

Interested Director/Trustee:

· Daria L. Foster. Board tenure with the Lord Abbett Family of Funds (since 2006), financial services industry experience, chief executive officer experience, corporate governance experience, and civic/community involvement.

Independent Directors/Trustees:

· E. Thayer Bigelow. Board tenure with the Lord Abbett Family of Funds (since 1994), media investment and consulting experience, chief executive officer experience, entrepreneurial background, corporate governance experience, financial expertise, service in academia, and civic/community involvement.

· Robert B. Calhoun, Jr. Board tenure with the Lord Abbett Family of Funds (since 1998), financial services industry experience, leadership experience, corporate governance experience, financial expertise, service in academia, and civic/community involvement.

· Eric C. Fast. Board Tenure with the Lord Abbett Family of Funds (since 2014), financial services industry experience, chief executive officer experience, corporate governance experience, and civic/community involvement.

· Evelyn E. Guernsey. Board tenure with the Lord Abbett Family of Funds (since 2011), financial services industry experience, chief executive officer experience, marketing experience, corporate governance experience, and civic/community involvement.

· Julie A. Hill. Board tenure with the Lord Abbett Family of Funds (since 2004), business management and marketing experience, chief executive officer experience, entrepreneurial background, corporate governance experience, service in academia, and civic/community involvement.

· Franklin W. Hobbs. Board tenure with the Lord Abbett Family of Funds (since 2000), financial services industry experience, chief executive officer experience, corporate governance experience, financial expertise, service in academia, and civic/community involvement.

· James M. McTaggart. Board tenure with the Lord Abbett Family of Funds (since 2012), financial services industry experience, chief executive officer experience, entrepreneurial background, corporate governance experience, financial expertise, marketing experience, and civic/community involvement.

· James L.L. Tullis. Board tenure with the Lord Abbett Family of Funds (since 2006), financial services industry experience, chief executive officer experience, corporate governance experience, financial expertise, and civic/community involvement.

Committees

The standing committees of the Board are the Audit Committee, the Proxy Committee, the Nominating and Governance Committee, and the Contract Committee. The table below provides information about each such committee’s composition, functions, and responsibilities.

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Committee	Committee Members	Number of Meetings Held During the 2014 Fiscal Year	Description
Audit Committee	E. Thayer Bigelow Robert B. Calhoun, Jr. Evelyn E. Guernsey James M. McTaggart	3	The Audit Committee is comprised solely of directors/trustees who are not “interested persons” of the Fund. 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 to determine what action should be taken. The Audit Committee meets at least quarterly.
Proxy Committee	Eric C. Fast* Julie A. Hill Franklin W. Hobbs James L.L. Tullis	2	The Proxy Committee is comprised of at least two directors/trustees who are not “interested persons” of the Fund, and also may include one or more directors/trustees who are partners or employees of Lord Abbett. Currently, the Proxy Committee comprises solely Independent Directors. The Proxy Committee (i) monitors the actions of Lord Abbett in voting securities owned by the Fund; (ii) evaluates the policies of Lord Abbett in voting securities; and (iii) meets with Lord Abbett to review the policies in voting securities, the sources of information used in determining 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.
Nominating and Governance Committee	E. Thayer Bigelow Robert B. Calhoun, Jr. Eric C. Fast* Evelyn E. Guernsey Julie A. Hill Franklin W. Hobbs James M. McTaggart James L.L. Tullis	3	The Nominating and Governance Committee is comprised of all directors/trustees 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. The Nominating and Governance Committee has adopted policies for its consideration of any individual recommended by the Fund’s shareholders to serve as an Independent Director. A shareholder may submit a nomination to the Board by following the procedures detailed under “Shareholder Communications” below.

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Committee	Committee Members	Number of Meetings Held During the 2014 Fiscal Year	Description
Contract Committee	E. Thayer Bigelow Robert B. Calhoun, Jr. Eric C. Fast* Evelyn E. Guernsey Julie A. Hill Franklin W. Hobbs James M. McTaggart James L.L. Tullis	5	The Contract Committee is comprised of all directors/trustees who are not “interested persons” of the Fund. The Contract Committee conducts much of the factual inquiry undertaken by the directors/trustees in connection with the Board’s annual consideration of whether to renew the management and other contracts with Lord Abbett and Lord Abbett Distributor. During the year, the Committee meets with Lord Abbett management and portfolio management to monitor ongoing developments involving Lord Abbett and each Fund’s portfolio.

* Mr. Fast was elected to the Proxy Committee, the Nominating and Governance Committee, and the Contract Committee effective June 1, 2014.

Board Oversight of Risk Management

Managing the investment portfolio and the operations of the Fund, like all mutual funds, involves certain risks. Lord Abbett (and other Fund service providers, subject to oversight by Lord Abbett) is responsible for day-to-day risk management for the Fund. The Board oversees the Fund’s risk management as part of its general management oversight function. The Board, either directly or through committees, regularly receives and reviews reports from Lord Abbett about the elements of risk that affect or may affect the Fund, including investment risk, operational risk, compliance risk, and legal risk, among other elements of risk related to the operations of the Fund and Lord Abbett, and the steps Lord Abbett takes to mitigate those risks. The Board has appointed a Chief Compliance Officer, who oversees the implementation and testing of the Fund’s compliance program and reports to the Board at least quarterly regarding compliance matters for the Fund, Lord Abbett, and the Fund’s service providers. The Board also has appointed a Chief Legal Officer, who is responsible for overseeing internal reporting requirements imposed under rules adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002, which are designed to ensure that credible indications of material violations of federal securities laws or breaches of fiduciary duty are investigated and are adequately and appropriately resolved.

In addition to the Board’s direct oversight, the Audit Committee and the Contract Committee play important roles in overseeing risk management on behalf of the Fund. The Audit Committee oversees the risk management efforts for financial reporting, pricing and valuation, and liquidity risk and meets regularly with the Fund’s Chief Financial Officer and independent auditors, as well as with members of management, to discuss financial reporting and audit issues, including risks related to financial controls. The Contract Committee regularly meets with the Fund’s portfolio managers and Lord Abbett’s Chief Investment Officer to discuss investment performance achieved by the Fund and the investment risks assumed by the Fund to achieve that performance.

While Lord Abbett (and the Fund’s service providers) has implemented a number of measures intended to mitigate risk effectively to the extent practicable, it is not possible to eliminate all of the risks that are inherent in the operations of the Fund. Some risks are beyond the control of Lord Abbett and not all risks that may affect the Fund can be identified before the risk arises or before Lord Abbett develops processes and controls to eliminate the occurrence or mitigate the effects of such risks.

Shareholder Communications

Shareholders who want to communicate with the Board or any individual Board member(s) should write the Fund to the attention of the Secretary of the Fund, 90 Hudson Street, Jersey City, New Jersey 07302-3973. Communications to the Board must be signed by the shareholder and must specify: (1) the shareholder’s name and address, (2) the number of Fund shares owned by the shareholder, (3) the Fund(s) in which the shareholder owns shares, and (4) for shares held in “street name,” the name of the financial intermediary that holds Fund shares in its name for the

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shareholder’s benefit. The Secretary will forward such communications to the Board or the applicable Board member(s) at the next regularly scheduled meeting, if practicable, or promptly after receipt if the Secretary determines that the communications require more immediate attention.

Compensation Disclosure

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 Funds to the independent directors/trustees, and amounts payable but deferred at the option of each director/trustee.  No interested director/trustee of the Lord Abbett Funds and no officer of the funds received any compensation from the funds for acting as a director/trustee or officer.

Name of Directors/Trustees	For the Fiscal Year Ended October 31, 2014 Aggregate Compensation Accrued by the Fund(1)		For the Year Ended December 31, 2014 Total Compensation Paid by the Fund and Eleven Other Lord Abbett Investment Companies(2)
E. Thayer Bigelow	$	20,402	$	387,000
Robert B. Calhoun, Jr.	$	15,259	$	287,000
Eric C. Fast(3)	$	6,513	$	178,875
Evelyn E. Guernsey	$	16,595	$	317,000
Julie A. Hill	$	14,893	$	283,000
Franklin W. Hobbs	$	14,771	$	277,000
James M. McTaggart	$	15,023	$	287,000
James L.L. Tullis	$	14,891	$	279,000

⁽¹⁾ Independent directors’/trustees’ fees, including attendance fees for board and committee meetings, are allocated among all Lord Abbett 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 the Fund and other Lord Abbett Funds under the equity-based plan. Of the amounts shown in the second column, the total deferred amounts for Mr. Bigelow, Mr. Calhoun, Mr. Fast, Ms. Guernsey, Ms. Hill, Mr. Hobbs, Mr. McTaggart, and Mr. Tullis are $1,344, $15,259, $6,513, $1,344, $4,291, $14,771, $1,344, and $14,891, respectively.

⁽²⁾ The third column shows aggregate compensation, including the types of compensation described in the second column, accrued by all Lord Abbett Funds during the year ended December 31, 2014, including fees independent directors/trustees have chosen to defer.

⁽³⁾ Mr. Fast was elected to the Board and the Board of Directors/Trustees of each of the other Lord Abbett Funds effective June 1, 2014.

The following chart provides certain information about the dollar range of equity securities beneficially owned by each director/trustee in the Fund and the other Lord Abbett Funds as of December 31, 2014. The amounts shown include deferred compensation (including interest) 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.

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Name of Directors/Trustees	Dollar Range of Equity Securities in the Fund	Aggregate Dollar Range of Equity Securities in Lord Abbett Funds
Interested Director/Trustee:
Daria L. Foster	Over $100,000	Over $100,000
Independent Directors/Trustees:
E. Thayer Bigelow	$50,001-$100,000	Over $100,000
Robert B. Calhoun, Jr.	Over $100,000	Over $100,000
Eric C. Fast (1)	$1-$10,000	Over $100,000
Evelyn E. Guernsey	$10,001-$50,000	Over $100,000
Julie A. Hill	Over $100,000	Over $100,000
Franklin W. Hobbs	Over $100,000	Over $100,000
James M. McTaggart	$1-$10,000	Over $100,000
James L.L. Tullis	$50,001-$100,000	Over $100,000

⁽¹⁾ Mr. Fast was elected to the Board and the Board of Directors/Trustees of each of the other Lord Abbett Funds effective June 1, 2014.

Code of Ethics

The directors, trustees and officers of the Lord Abbett 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, Lord Abbett’s, and Lord Abbett Distributor’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 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 Funds. The Code of Ethics imposes certain similar requirements and restrictions on the independent directors/trustees of each Lord Abbett Fund to the extent contemplated by the Act and recommendations of the Advisory Group.

Proxy Voting

The Fund has delegated proxy voting responsibilities to the Fund’s investment adviser, Lord Abbett, subject to the Proxy Committee’s general oversight.  Lord Abbett has adopted its own proxy voting policies and procedures for this purpose.  A copy of Lord Abbett’s proxy voting policies and procedures is attached as Appendix B.

In addition, the Fund is required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30^th, no later than August 31^st of each year.  The Fund’s Form N-PX filing is available on the SEC’s website at www.sec.gov.  The Fund also has made this information available, without charge, on Lord Abbett’s website at www.lordabbett.com.

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4.

Control Persons and Principal Holders of Securities

Shareholders beneficially owning 25% or more of outstanding shares may be in control and may be able to affect the outcome of certain matters presented for a vote of shareholders. As of February 3, 2015, to the best of our knowledge, the following persons or entities owned of record or were known by the Fund to own beneficially 25% or more of the Fund’s outstanding shares:

Edward Jones & Co. 12555 Manchester Road Saint Louis, MO 63131-3729 27.37%

As of February 3, 2015, to the best of our knowledge, the only persons or entities that owned of record or were known by the Fund to own beneficially 5% or more of the specified class of the Fund’s outstanding A, B, C, F, I, P, R2, and R3 shares were as follows:

Edward Jones & Co. 12555 Manchester Road Saint Louis, MO 63131-3729	Class A Class B Class C	30.62% 32.84% 6.32%
Wells Fargo Advisors LLC Special Custody Account 2801 Market Street Saint Louis, MO 63103-2523	Class A Class C Class F	5.38% 10.90% 23.30%
MLPF&S for the Sole Benefit of its Customers 4800 Deer Lake Drive East 3rd Floor Jacksonville, FL 32246-6484	Class C Class F Class I Class R2	25.43% 19.37% 16.85% 8.17%
Morgan Stanley Smith Barney Mutual Fund Operations Harborside Financial Center Plaza II 3rd Floor Jersey City, NJ 07311	Class C Class F	12.64% 15.12%
Raymond James Omnibus for Mutual Funds House Account 880 Carillon Parkway St. Petersburg, FL 33716-1100	Class C Class F	5.13% 7.82%
UBS Financial Services Inc. Omnibus for Mutual Funds House Acct 499 Washington Boulevard 9th Floor Jersey City, NJ 07310-2055	Class C Class F	6.61% 22.31%
Lord Abbett Diversified Equity Strategy Fund 90 Hudson Street Jersey City, NJ 07302-3900	Class I	39.78%
Lord Abbett Multi-Asset Growth Fund 90 Hudson Street Jersey City, NJ 07302-3900	Class I	33.26%

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Hartford Life Separate Account 401(k) Plan P.O. Box 2999 Hartford, CT 06104-2999	Class P Class R3	60.61% 30.54%
Pershing LLC 1 Pershing Plaza Jersey City, NJ07399-0002	Class P	9.21%
MG Trust Co. FBO Aries Capital Inc. 717 17th Street Suite 1300 Denver, CO 80202-3304	Class R2	26.97%
Michael Fullaway FBO Calaveras Lumber Co Inc. 401(k) Plan 805 South Wheatley Street Suite 600 Ridgeland, MS 39157-5005	Class R2	58.21%
Mid Atlantic Trust Co. 1251 Waterfront Place Suite 525 Pittsburgh, PA 15222-4228	Class R2	5.98%

As of February 3, 2015, the Fund’s officers and directors, as a group, owned less than 1% of each class of the Fund’s outstanding Class A, B, C, F, I, P, R2, and R3 shares. It is anticipated that when the Fund’s Class R4, R5, and R6 shares commence operations Lord Abbett will own approximately 100% of these outstanding shares. It also is anticipated that over time this percentage of ownership will decrease.

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5.

Investment Advisory and Other Services

Investment Adviser

As described under “Management and Organization of the Fund” 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.

The management fee is calculated at the following annual rates:

0.50% on the first $200 million of average daily net assets;

0.40% on the next $300 million of average daily net assets;

0.375% on the next $200 million of average daily net assets;

0.35% on the next $200 million of average daily net assets; and

0.30% on the Fund’s average daily net assets over $900 million.

The management fees paid to Lord Abbett by the Fund for the last three fiscal years ended October 31^st were as follows:

2014	2013	2012
$22,294,151	$21,275,762	$21,376,151

The Fund pays all expenses attributable to its operations not expressly assumed by Lord Abbett, including, without limitation, 12b-1 expenses, independent directors’/trustees’ 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.

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 October 31^st were as follows:

2014	2013	2012
$2,845,887	$2,710,101	$2,723,487

Portfolio Managers

As stated in the prospectus, the Fund is managed by experienced portfolio managers responsible for investment decisions together with a team of investment professionals who provide issuer, industry, sector and macroeconomic research and analysis.

The portfolio management team for the Fund is headed by Walter H. Prahl and Frederick J. Ruvkun. Messrs. Prahl and Ruvkun are jointly and primarily responsible for the day-to-day management of the Fund.

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The following table indicates for the Fund as of October 31, 2014 (or another date, if indicated):  (1) the number of other accounts managed by each portfolio manager who is identified in the prospectus within certain categories of investment vehicles; and (2) the total net assets in such accounts managed within each category.  For each of the categories a footnote to the table also provides the number of accounts and the total net assets in the accounts with respect to which the management fee is based on the performance of the account.  Included in the Registered Investment Companies category are those U.S. registered funds managed or sub-advised by Lord Abbett, including funds underlying variable annuity contracts and variable life insurance policies offered through insurance companies.  The Other Pooled Investment Vehicles category includes collective investment funds, offshore funds and similar non-registered investment vehicles.  Lord Abbett does not manage any hedge funds.  The Other Accounts category encompasses retirement and benefit plans (including both defined contribution and defined benefit plans) sponsored by various corporations and other entities, individually managed institutional accounts of various corporations, other entities and individuals, and separately managed accounts in so-called wrap fee programs sponsored by financial intermediaries unaffiliated with Lord Abbett.  (The data shown below are approximate.)

	Other Accounts Managed (# and Total Net Assets+)
Fund	Name	Registered Investment Companies	Other Pooled Investment Vehicles	Other Accounts
Affiliated Fund	Walter H. Prahl	4 / $3,325	0 / $0	0 / $0
	Frederick J. Ruvkun	4 / $3,325	0 / $0	0 / $0

⁺ Total net assets are in millions.

Conflicts of Interest

Conflicts of interest may arise in connection with the portfolio managers’management of the investments of the Fund and the investments of the other accounts included in the table above. Such conflicts may arise with respect to the allocation of investment opportunities among the Fund and other accounts with similar investment objectives and policies. A portfolio manager potentially could use information concerning the Fund’s transactions to the advantage of other accounts and to the detriment of that Fund. To address these potential conflicts of interest, Lord Abbett has adopted and implemented a number of policies and procedures. Lord Abbett has adopted Policies and Procedures Relating to Client Brokerage and Soft Dollars, as well as Evaluation of Proprietary Research Policy and Procedures. The objective of these policies and procedures is to ensure the fair and equitable treatment of transactions and allocation of investment opportunities on behalf of all accounts managed by Lord Abbett. In addition, Lord Abbett’s Code of Ethics sets forth general principles for the conduct of employee personal securities transactions in a manner that avoids any actual or potential conflicts of interest with the interests of Lord Abbett’s clients including the Fund. Moreover, Lord Abbett’s Insider Trading and Receipt of Material Non-Public Information Policy and Procedure sets forth procedures for personnel to follow when they have inside information. Lord Abbett is not affiliated with a full service broker-dealer and therefore does not execute any portfolio transactions through such an entity, a structure that could give rise to additional conflicts. Lord Abbett does not conduct any investment bank functions and does not manage any hedge funds. Lord Abbett does not believe that any material conflicts of interest exist in connection with the portfolio managers’ management of the investments of the Fund and the investments of the other accounts referenced in the table above.

Compensation of Portfolio Managers

When used in this section, the term “fund” refers to the Fund, as well as any other registered investment companies, pooled investment vehicles and accounts managed by a portfolio manager. Each portfolio manager receives compensation from Lord Abbett consisting of salary, bonus and profit sharing plan contributions. The level of base compensation takes into account the portfolio manager’s experience, reputation and competitive market rates.

Fiscal year-end bonuses, which can be a substantial percentage of overall compensation, are determined after an evaluation of various factors. These factors include the portfolio manager’s investment results and style consistency, the dispersion among funds with similar objectives, the risk taken to achieve the fund returns and similar factors. In considering the portfolio manager’s investment results, Lord Abbett’s senior management may evaluate the Fund’s performance against one or more benchmarks from among the Fund’s primary benchmark and any supplemental benchmarks as disclosed in the prospectus, indexes disclosed as performance benchmarks by the portfolio manager’s other accounts, and other indexes within one or more of the Fund’s peer groups maintained by

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rating agencies, as well as the Fund’s peer group. In particular, investment results are evaluated based on an assessment of the portfolio manager’s one-, three-, and five-year investment returns on a pre-tax basis versus both the benchmark and the peer groups. Finally, there is a component of the bonus that reflects leadership and management of the investment team. The evaluation does not follow a formulaic approach, but rather is reached following a review of these factors. No part of the bonus payment is based on the portfolio manager’s assets under management, the revenues generated by those assets, or the profitability of the portfolio manager’s team. Lord Abbett does not manage hedge funds. In addition, Lord Abbett may designate a bonus payment of a manager for participation in the firm’s senior incentive compensation plan, which provides for a deferred payout over a five-year period. The plan’s earnings are based on the overall asset growth of the firm as a whole. Lord Abbett believes this incentive focuses portfolio managers on the impact their fund’s performance has on the overall reputation of the firm as a whole and encourages exchanges of investment ideas among investment professionals managing different mandates.

Lord Abbett provides a 401(k) profit-sharing plan for all eligible employees. Contributions to a portfolio manager’s profit-sharing account are based on a percentage of the portfolio manager’s total base and bonus paid during the fiscal year, subject to a specified maximum amount. The assets of this profit-sharing plan are entirely invested in Lord Abbett Funds.

Holdings of Portfolio Managers

The following table indicates for the Fund the dollar range of shares beneficially owned by each portfolio manager who is identified in the prospectus, as of October 31, 2014 (or another date, if indicated).  This table includes the value of shares beneficially owned by such portfolio managers through 401(k) plans and certain other plans or accounts, if any.

		Dollar Range of Shares in the Fund
Fund	Name	None	$1- $10,000	$10,001- $50,000	$50,001- $100,000	$100,001- $500,000	$500,001- $1,000,000	Over $1,000,000
Affiliated Fund	Walter H. Prahl							X
	Frederick J. Ruvkun					X

Principal Underwriter

Lord Abbett Distributor, 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.  The custodian may appoint domestic and foreign subcustodians from time to time to hold certain securities purchased by the Fund in foreign countries and to hold cash and currencies for the Fund.  In accordance with the requirements of Rule 17f-5 under the Act, the Board has approved arrangements permitting the Fund’s foreign assets not held by the custodian or its foreign branches to be held by certain qualified foreign banks and depositories. In addition, State Street Bank and Trust Company performs certain accounting and recordkeeping functions relating to portfolio transactions and calculates the Fund’s NAV.

Transfer Agent

DST Systems, Inc., 210 West 10th Street, Kansas City, MO 64105, serves as the Fund’s transfer agent and dividend disbursing agent pursuant to a Transfer Agency Agreement.

Independent Registered Public Accounting Firm

Deloitte & Touche LLP, 30 Rockefeller Plaza, New York, NY 10112, is the independent registered public accounting firm of the Fund and must be approved at least annually by the 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.

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6.

Brokerage Allocations and Other Practices

Portfolio Transactions and Brokerage Allocations

Investment and Brokerage Discretion. The Fund’s Management Agreement authorizes Lord Abbett to place orders for the purchase and sale of portfolio securities. In doing so, Lord Abbett seeks to obtain “best execution” on all portfolio transactions. This means that Lord Abbett seeks to have purchases and sales of portfolio securities executed at the most favorable prices, considering all costs of the transaction, including brokerage commissions, and taking into account the full range and quality of the broker-dealers’ services. To the extent consistent with obtaining best execution, the Fund may pay a higher commission than some broker-dealers might charge on the same transaction. Lord Abbett is not obligated to obtain the lowest commission rate available for a portfolio transaction exclusive of price, service and qualitative considerations.

Selection of Brokers and Dealers. The policy on best execution governs the selection of broker-dealers and selection of the market and/or trading venue in which to execute the transaction. Normally, traders who are employees of Lord Abbett make the selection of broker-dealers. These traders are responsible for seeking best execution. They also conduct trading for the accounts of other Lord Abbett investment management clients, including investment companies, institutions and individuals. To the extent permitted by law, the Fund, if Lord Abbett considers it advantageous, may make a purchase from or sale to another Lord Abbett Fund or client without the intervention of any broker-dealer.

Fixed Income Securities. To the extent the Fund purchases or sells fixed income securities, the Fund generally will deal directly with the issuer or through a primary market-maker acting as principal on a net basis. When dealing with a broker-dealer serving as a primary market-maker, the Fund pays no brokerage commission but the price, which reflects the spread between the bid and ask prices of the security, usually includes undisclosed compensation and may involve the designation of selling concessions. The Fund also may purchase fixed income securities from underwriters at prices that include underwriting fees.

Equity Securities. Transactions on stock exchanges involve the payment of brokerage commissions. In transactions on stock exchanges in the U.S., these commissions are negotiated. Traditionally, commission rates have not been negotiated on stock markets outside the U.S. While an increasing number of overseas stock markets have adopted a system of negotiated rates or ranges of rates, however, a small number of markets continue to be subject to a non-negotiable schedule of minimum commission rates. To the extent the Fund invests in equity securities, it ordinarily will purchase such securities in its primary trading markets, whether such securities are traded OTC or listed on a stock exchange, and purchase listed securities in the OTC market if such market is deemed the primary market. The Fund may purchase newly issued securities from underwriters and the price of such transaction usually will include a concession paid to the underwriter by the issuer. When purchasing from dealers serving as market makers, the purchase price paid by the Fund may include the spread between the bid and ask prices of the security.

Evaluating the Reasonableness of Brokerage Commissions Paid. The Fund pays a commission rate that Lord Abbett believes is appropriate under the circumstances. While Lord Abbett seeks to pay competitive commission rates, the Fund will not necessarily be paying the lowest possible commissions on particular trades if Lord Abbett believes that the Fund has obtained best execution and the commission rates paid by the Fund are reasonable in relation to the value of the services received. Such services include, but are not limited to, showing the Fund trading opportunities, a willingness and ability to take principal positions in securities, knowledge of a particular security or market-proven ability to handle a particular type of trade, providing and/or facilitating Lord Abbett’s use of proprietary and third party research, confidential treatment, promptness and reliability. Lord Abbett may view the value of these services in terms of either a particular transaction or multiple transactions on behalf of one or more accounts that it manages.

On a continuing basis, Lord Abbett seeks to determine what levels of commission rates are reasonable in the marketplace for transactions executed on behalf of the Fund and its other clients. In evaluating the reasonableness of commission rates, Lord Abbett may consider any or all of the following: (a) rates quoted by broker-dealers; (b) the size of a particular transaction, in terms of the number of shares, dollar amount, and number of clients involved;

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(c) the complexity of a particular transaction in terms of both execution and settlement; (d) the level and type of business done with a particular firm over a period of time; (e) the extent to which the broker-dealer has capital at risk in the transaction; (f) historical commission rates; (g) the value of any research products and services that may be made available to Lord Abbett based on its placement of transactions with the broker-dealer; and (h) rates paid by other institutional investors based on available public information.

Policies on Broker-Dealer Brokerage and Research Services and Soft Dollars. Lord Abbett may select broker-dealers that furnish Lord Abbett with proprietary and third party brokerage and research services in connection with commissions paid on transactions it places for client accounts to the extent that Lord Abbett believes that the commissions paid are reasonable in relation to the value of the services received. “Commissions,” as defined through applicable guidance issued by the SEC, include fees paid to brokers for trades conducted on an agency basis, and certain mark-ups, markdowns, commission equivalents and other fees received by dealers in riskless principal transactions. The brokerage and research services Lord Abbett receives are within the eligibility requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”), and in particular provide Lord Abbett with lawful and appropriate assistance in the provision of investment advice to client accounts. Brokerage and research services (collectively referred to herein as “Research Services”) include (1) furnishing advice as to the value of securities, the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (2) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (3) effecting securities transactions and performing functions incidental to securities transactions (such as clearance, settlement, and custody).

Lord Abbett generally allocates securities purchased or sold in a batched transaction among participating client accounts in proportion to the size of the order placed for each account (i.e., pro-rata). In certain strategies, however, a pro-rata allocation of the securities or proceeds may not be possible or desirable. In these cases, Lord Abbett will decide how to allocate the securities or proceeds according to each account’s particular circumstances and needs and in a manner that Lord Abbett believes is fair and equitable to clients over time in light of factors relevant to managing an account. Relevant factors may include, without limitation, client guidelines, an account’s ability to purchase a tradable lot size, cash available for investment, the risk exposure or the risk associated with the particular security, the type of investment, the size of the account, and other holdings in the account. Accordingly, Lord Abbett may increase or decrease the amount of securities allocated to one or more accounts if necessary, under certain circumstances, including (i) to avoid holding odd-lots or small numbers of shares in a client account; (ii) to facilitate the rebalancing of a client account; or (iii) to maintain certain investment guidelines or fixed income portfolio characteristics. Lord Abbett also may deviate from a pro-rata allocation approach when making initial investments for newly established accounts for the purpose of seeking to fully invest such accounts as promptly as possible. In addition, if Lord Abbett is unable to execute fully a batched transaction and determines that it would be impractical to allocate a small number of securities on a pro-rata basis among the participating accounts, Lord Abbett allocates the securities in a manner it determines to be fair to all accounts over time. Thus, in some cases it is possible that the application of the factors described herein may result in allocations in which certain client accounts participating in a batched transaction may receive an allocation when other accounts do not. Non-proportional allocations may occur frequently in the fixed income portfolio management area, in many instances because multiple appropriate or substantially similar investments are available in fixed income strategies, as well as due to other reasons. But non-proportional allocations also could occur in other investment strategies.

At times, Lord Abbett is not able to batch purchases and sales for all accounts or products it is managing, such as when an individually-managed account client directs it to use a particular broker for a trade (sometimes referred to herein as “directed accounts”) or when a client restricts Lord Abbett from selecting certain brokers to execute trades for such account (sometimes referred to herein as “restricted accounts”). When it does not batch purchases and sales among products, Lord Abbett usually uses a rotation process for placing equity transactions on behalf of the different groups of accounts or products with respect to which equity transactions are communicated to the trading desk at or about the same time.

When transactions for all products using a particular investment strategy are communicated to the trading desk at or about the same time, Lord Abbett generally will place trades first for transactions on behalf of the Lord Abbett funds and non-directed, unrestricted individually managed institutional accounts; second for restricted accounts; third for managed account (“MA”), dual contract managed account (“Dual Contract”), and certain model portfolio managed

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account (“Model-Based”) programs (collectively, MA, Dual Contract, Model-Based and similarly named programs are referred to herein as a “Program” or “Programs”) by Program; and finally for directed accounts. However, Lord Abbett may determine in its sole discretion to place transactions for one group of accounts (e.g., directed accounts, restricted accounts or MA Programs, Dual Contract Programs or Model Based Programs) before or after the remaining accounts based on a variety of factors, including size of overall trade, the broker-dealer’s commitment of capital, liquidity or other conditions of the market, or confidentiality. Most often, however, transactions are communicated to the trading desk first for the Lord Abbett funds and institutional accounts and then for relevant Programs. In those instances, Lord Abbett normally will place transactions first, for the Lord Abbett funds and non-directed, unrestricted institutional accounts, next for restricted accounts, third for MA Programs, Dual Contract Programs and certain Model-Based Programs by Program and then for directed accounts.

If Lord Abbett has received trade instructions from multiple institutional clients, Lord Abbett will rotate the order in which it places equity transactions among the accounts or groups of accounts. Lord Abbett normally will use a rotation methodology designed to treat similarly situated groups of accounts equitably over time. In instances in which the same equity securities are used in more than one investment strategy, Lord Abbett normally will place transactions and, if applicable, use its rotation policies, first on behalf of the strategy that it views as the primary strategy. For example, Lord Abbett typically will place transactions/use its rotation for large capitalization equity accounts before those for balanced strategy accounts that use large capitalization securities.

In some cases, Lord Abbett’s batching, allocation and rotation procedures may have an adverse effect on the size of the position purchased or sold by a particular account or the price paid or received by certain accounts. From time to time, these policies may adversely affect the performance of accounts subject to the rotation process. Lord Abbett’s trading practices are intended to avoid systematically favoring one product or group of accounts over another and to provide fair and equitable treatment over time for all products and clients.

Lord Abbett has entered into Client Commission Arrangements with a number of broker-dealers that are involved from time to time in executing, clearing or settling securities transactions on behalf of clients (“Executing Brokers”). Such Client Commission Arrangements provide for the Executing Brokers to pay a portion of the commissions paid by eligible client accounts for securities transactions to providers of Research Services (“Research Providers”). Such Research Providers shall produce and/or provide Research Services for the benefit of Lord Abbett. If a Research Provider plays no role in executing client securities transactions, any Research Services prepared by such Research Provider may constitute third party research. Research Services that are proprietary to the Executing Broker or are otherwise produced by the Executing Broker or its affiliates are referred to herein as proprietary Research Services. Lord Abbett may initiate a significant percentage, including perhaps all, of a client’s equity transactions with Executing Brokers pursuant to Client Commission Arrangements.

Executing Brokers may provide Research Services to Lord Abbett in written form or through direct contact with individuals, including telephone contacts and meetings with securities analysts and/or management representatives from portfolio companies, and may include information as to particular companies and securities as well as market, economic, or other information that assists in the evaluation of investments. Examples of Research Services that Executing Brokers may provide to Lord Abbett include research reports and other information on the economy, industries, groups of securities, individual companies, statistical information, political developments, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis. Broker-dealers typically make proprietary research available to investment managers on the basis of their placement of transactions with the broker-dealer. Some broker-dealers will not sell their proprietary research to investment managers on a “hard-dollar” (or “unbundled”) basis. Executing Brokers may provide Lord Abbett with proprietary Research Services, at least some of which are useful to Lord Abbett in its overall responsibilities with respect to client accounts Lord Abbett manages. In addition, Lord Abbett may purchase third party research with its own resources.

Lord Abbett believes that access to independent investment research is beneficial to its investment decision-making processes and, therefore, to its clients. Receipt of independent investment research allows Lord Abbett to supplement its own internal research and analysis and makes available the views of, and information from, individuals and the research staffs of other firms. Lord Abbett considers all outside research material and information received in the context of its own internal analysis before incorporating such content into its investment process. As a practical matter, Lord Abbett considers independent investment Research Services to be supplemental

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to its own research efforts. The receipt of Research Services from broker-dealers therefore does not tend to reduce the need for Lord Abbett to maintain its own research personnel. Any investment advisory or other fees paid by clients to Lord Abbett are not reduced as a result of Lord Abbett’s receipt of Research Services. It is unlikely that Lord Abbett would attempt to generate all of the information presently provided by broker-dealers and third party Research Services in part because Lord Abbett values the receipt of an independent, supplemental viewpoint. Also, the expenses of Lord Abbett would be increased substantially if it attempted to generate such additional information through its own staff or if it paid for these products or services itself. To the extent that Research Services of value are provided by or through such broker-dealers, Lord Abbett will not have to pay for such services itself. These circumstances give rise to potential conflicts of interest which Lord Abbett manages by following internal procedures designed to ensure that the value, type and quality of any products or services it receives from broker-dealers are permissible under Section 28(e) and the regulatory interpretations thereof.

Lord Abbett does not attempt to allocate to any particular client account the relative costs or benefits of Research Services received from a broker-dealer. Rather, Lord Abbett believes that any Research Services received from a broker-dealer are, in the aggregate, of assistance to Lord Abbett in fulfilling its overall responsibilities to its clients. Accordingly, Research Services received for a particular client’s brokerage commissions may be useful to Lord Abbett in the management of that client’s account, but also may be useful in Lord Abbett’s management of other clients' accounts; similarly, the research received for the commissions of other client accounts may be useful in Lord Abbett’s management of that client account. Thus, Lord Abbett may use Research Services received from broker-dealers in servicing any or all of its accounts, and not all of such services will necessarily be used by Lord Abbett in connection with its management of every client account. Such products and services may disproportionately benefit certain clients relative to others based on the amount of brokerage commissions paid by the client account. For example, Lord Abbett may use Research Services obtained through soft dollar arrangements, including Client Commission Arrangements, in its management of certain directed accounts and Programs (as defined above) and accounts of clients who may have restricted Lord Abbett’s use of soft dollars regardless of the fact that brokerage commissions paid by such accounts are not used to obtain Research Services.

In some cases, Lord Abbett may receive a product or service from a broker-dealer that has both a “research” and a “non-research” use. When this occurs, Lord Abbett makes a good faith allocation between the research and non-research uses of the product or service. The percentage of the product or service Lord Abbett uses for research purposes may be paid for with client commissions, while Lord Abbett will use its own funds to pay for the percentage of the product or service that it uses for non-research purposes. In making this good faith allocation, Lord Abbett faces a potential conflict of interest, but Lord Abbett believes that its allocation procedures are reasonably designed to ensure that it appropriately allocates the anticipated use of such products or services to their research and non-research uses.

Lord Abbett periodically assesses the contributions of the equity brokerage and Research Services provided by broker-dealers and creates a ranking of broker-dealers reflecting these assessments. Investment managers and research analysts each evaluate the proprietary Research Services they receive from broker-dealers and make judgments as to the value and quality of such services. These assessments may affect the extent to which Lord Abbett trades with a broker-dealer, although the actual amount of transactions placed with a particular broker-dealer may not directly reflect its ranking in the voting process. Assuming identical execution quality, however, there should be a correlation between the level of trading activity with a broker-dealer and the ranking of that broker-dealer’s brokerage and proprietary Research Services. All portfolio transactions placed with such broker-dealers will be effected in accordance with Lord Abbett’s obligation to seek best execution for its client accounts. Lord Abbett periodically monitors the allocation of equity trading among broker-dealers.

From time to time, Lord Abbett prepares a list of Research Providers that it considers to provide valuable Research Services (‘‘Research Firms’’) as determined by Lord Abbett’s investment staff (“Research Evaluation”). Lord Abbett uses the Research Evaluation as a guide for allocating payments for Research Services to Research Firms, including Executing Brokers that may provide proprietary Research Services to Lord Abbett. Lord Abbett may make payments for proprietary Research Services provided by an Executing Broker through the use of commissions paid on trades executed by such Executing Broker pursuant to a Client Commission Arrangement (“Research Commissions”). Lord Abbett also uses the Research Evaluation as a guide for allocating Research Commissions and cash payments from its own resources to Research Firms that are not Executing Brokers. From time to time, Lord Abbett may allocate Research Commissions to pay for a significant portion of the Research Services that it

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receives. Lord Abbett also reserves the right to pay cash to a Research Firm from its own resources in an amount it determines in its discretion.

Lord Abbett’s arrangements for Research Services do not involve any commitment by Lord Abbett or the Fund regarding the allocation of brokerage business to or among any particular broker-dealer. Rather, Lord Abbett executes portfolio transactions only when they are dictated by investment decisions to purchase or sell portfolio securities. The Fund is prohibited from compensating a broker-dealer for promoting or selling Fund shares by directing the Fund’s portfolio transactions to the broker-dealer or directing any other remuneration to the broker-dealer, including commissions, mark-ups, mark-downs, or other fees, resulting from the Fund’s portfolio transactions executed by a different broker-dealer. The Fund is permitted to effect portfolio transactions through broker-dealers that also sell shares of the Lord Abbett funds, provided that Lord Abbett does not consider sales of shares of the Lord Abbett funds as a factor in the selection of broker-dealers to execute portfolio transactions. Thus, whether a particular broker-dealer sells shares of the Lord Abbett funds is not a factor considered by Lord Abbett when selecting broker-dealers for portfolio transactions and any such sales neither qualifies nor disqualifies the broker-dealer from executing portfolio transactions for the Fund.

Lord Abbett may select broker-dealers that provide Research Services in order to ensure the continued receipt of such Research Services which Lord Abbett believes are useful in its investment decision-making process. Further, Lord Abbett may have an incentive to execute trades through certain of such broker-dealers with which it has negotiated more favorable arrangements for Lord Abbett to receive Research Services. To the extent that Lord Abbett uses brokerage commissions paid in connection with client portfolio transactions to obtain Research Services, the brokerage commissions paid by such clients might exceed those that might otherwise be paid for execution only. In order to manage these conflicts of interest, Lord Abbett has adopted internal procedures that are designed to ensure that its primary objective in the selection of a broker-dealer is to seek best execution for the portfolio transaction.

Lord Abbett normally seeks to combine or “batch” purchases or sales of a particular security placed at or about the same time for similarly situated accounts, including the Fund, to facilitate “best execution” and to reduce other transaction costs, if relevant. All accounts included in a batched transaction through a broker-dealer that provides Lord Abbett with research or other services pay the same commission rate, regardless of whether one or more accounts has prohibited Lord Abbett from receiving any credit toward such services from its commissions. Each account that participates in a particular batched order, including the Fund, will do so at the average share price for all transactions related to that order.

Brokerage Commissions Paid to Independent Broker-Dealer Firms. The Fund paid total brokerage commissions on transactions of securities to independent broker-dealer firms as follows for the last three fiscal years ended October 31^st:

2014	2013	2012
$3,455,867	$3,727,106*	$1,239,160

^* The aggregate dollar amount of brokerage commissions paid by the Fund was higher than the amount paid during the prior year as a result of the implementation of an investment strategy change.

In addition to the purchase of Research Services through Commission Sharing Arrangements, Lord Abbett purchased third party Research Services with its own resources during the fiscal years ended October 31, 2014, 2013, and 2012.

The Fund did not pay any portion of the amounts shown above to firms as a result of directed brokerage transactions to brokers for Research Services provided.

All such portfolio transactions were conducted on a “best execution” basis, as discussed above. The provision of Research Services was not necessarily a factor in the placement of all such transactions.

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Regular Broker Dealers. For each of the following regular brokers or dealers (as defined in Rule 10b-1 under the Act) that derived, or has a parent that derived, more than 15% of its gross revenues from the business of a broker, a dealer, an underwriter, or an investment adviser, the Fund acquired, during the fiscal year ended October 31, 2014, either its securities or the securities of its parent:

Regular Broker or Dealer	Value of the Fund’s Aggregate Holdings of the Regular Broker’s or Dealer’s or Parent’s Securities
Hartford Life and Annuity Insurance Co.	$	17,842,664
J.P. Morgan Securities LLC	$	291,183,500
Wells Fargo Advisors PCG	$	137,751,827

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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 and will likely have different share prices.  Investors should read this section carefully together with the corresponding section in the Fund’s prospectus 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/trustees 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’s outstanding and entitled to vote at the meeting.  A special meeting may be held if called by the Chairman of the Board or President, 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.  

Class A Shares.  If you buy Class A shares, you pay an initial sales charge on investments of less than $1 million or on investments for retirement and benefit plans with less than 100 eligible employees or on investments that do not qualify under the other categories listed under “NAV Purchases of Class A Shares” discussed below.  If you purchase Class A shares as part of an investment of at least $1 million (or for certain retirement and benefit plans) in shares of one or more Lord Abbett Funds, you will not pay an initial sales charge, but, subject to certain exceptions, if you redeem any of those shares before the first day of the month in which the one-year anniversary of your purchase falls, you may pay a contingent deferred sales charge (“CDSC”) of 1% as a percentage of the offering price or redemption proceeds, whichever is lower. Class A shares are subject to a Rule 12b-1 fee at an annual rate of 0.25% of the average daily NAV of the Class A shares. The entire 0.25% Class A share Rule 12b-1 fee is designated as a service fee. Other potential fees and expenses related to Class A shares are described in the prospectus and below. 

Class B Shares.  If you buy Class B shares, you pay no sales charge at the time of purchase, but if you redeem your shares before the sixth anniversary of buying them, you normally will pay a CDSC to Lord Abbett Distributor.  That CDSC varies depending on how long you own shares.  Class B shares are subject to service and distribution fees at an annual rate of 1% of the average daily NAV of the Class B shares.  Other potential fees and expenses related to Class B shares are described in the prospectus and below.

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 (the “IRS”), 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 NAV of the two classes, without the imposition of a sales charge or fee, such exchange could constitute a taxable event for the holder.

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Class C Shares.  If you buy Class C shares, you pay no sales charge at the time of purchase, but if you redeem your shares before the first anniversary of buying them, you normally will pay a CDSC of 1% as a percentage of the offering price or redemption proceeds, whichever is lower, to Lord Abbett Distributor.  Class C shares are subject to service and distribution fees at an annual rate of 1% of the average daily NAV of the Class C shares. Other potential fees and expenses related to Class C shares are described in the prospectus and below.

Class F Shares. If you buy Class F shares, you pay no sales charge at the time of purchase, and if you redeem your shares you pay no CDSC. Class F shares are subject to service and distribution fees at an annual rate of 0.10 % of the average daily net assets of the Class F shares. Class F shares generally are available to investors participating in fee-based programs that have (or whose trading agents have) an agreement with Lord Abbett Distributor and to certain investors that are clients of certain registered investment advisors that have an agreement with Lord Abbett Distributor, if it so deems appropriate. Other potential fees and expenses related to Class F shares are described in the prospectus and below.

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

Class P Shares.  If you buy Class P shares, you pay no sales charge at the time of purchase, and if you redeem your shares you pay no CDSC.  Class P shares are subject to service and distribution fees at an annual rate of 0.45% of the average daily NAV of the Class P shares. Class P shares are offered only on a limited basis through certain financial intermediaries and retirement and benefit plans. Class P shares are closed to substantially all new investors. However, shareholders that held Class P shares as of October 1, 2007 may continue to hold their Class P shares and may make additional purchases. Class P shares may be redeemed at NAV by existing shareholders, or may be exchanged for shares of another class provided applicable eligibility requirements and sales charges for the other share class are satisfied. Class P shares also are available for orders made by or on behalf of a financial intermediary for clients participating in an IRA rollover program sponsored by the financial intermediary that operates the program in an omnibus recordkeeping environment and has entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such orders.

Class R2 and R3 Shares. If you buy Class R2 or R3 shares, you pay no sales charge at the time of purchase and if you redeem your shares you pay no CDSC.  Class R2 and R3 shares are subject to service and distribution fees at annual rates of 0.60% and 0.50% of the average daily NAV of the Class R2 and R3 shares, respectively.  Class R2 and R3 generally are available only through certain employer-sponsored retirement and benefit plans if the financial intermediary has entered into an arrangement to make available Class R2 or R3 shares to plan participants and other dealers that have entered into agreements with Lord Abbett Distributor. Class R2 and R3 shares generally are available only to retirement and benefit plans where plan-level or omnibus accounts are held on the books of the Fund. They generally are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs, individual 403(b) plans, and 529 college savings plans.  Other potential fees and expenses related to Class R2 and R3 shares are described in the prospectus and below. 

Class R4 Shares. If you buy Class R4 shares, you pay no sales charge at the time of purchase and if you redeem your shares you pay no CDSC. Class R4 shares are subject to a service fee at an annual rate of 0.25% of the average daily NAV of the Class R4 shares. Class R4 shares generally are available only through certain employer-sponsored retirement and benefit plans if the financial intermediary has entered into an arrangement to make available Class R4 shares to plan participants and other dealers that have entered into agreements with Lord Abbett Distributor. Class R4 shares generally are available only to retirement and benefit plans where plan-level or omnibus accounts are held on the books of the Fund. They generally are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs, individual 403(b) plans, and 529 college savings plans. Other potential fees and expenses related to Class R4 shares are described in the prospectus and below.

Class R5 and R6 Shares. If you buy Class R5 or R6 shares, you pay no sales charge or 12b-1 service or distribution fees. Class R5 and R6 generally are available only through certain employer-sponsored retirement and benefit plans if the financial intermediary has entered into an arrangement to make available Class R5 or R6 shares to plan participants and other dealers that have entered into agreements with Lord Abbett Distributor. Class R5 and R6

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shares generally are available only to retirement and benefit plans where plan-level or omnibus accounts are held on the books of the Fund. They generally are not available to retail non-retirement accounts, traditional and Roth IRAs, Coverdell Education Savings Accounts, SEPs, SARSEPs, SIMPLE IRAs, individual 403(b) plans, and 529 college savings plans. Other potential fees and expenses related to Class R5 and R6 shares are described in the prospectus and below.

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, R5, and R6 shares (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 Lord Abbett 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 applicable Fund. These activities include, but are not limited to, the preparation and distribution of advertising material and sales literature and other marketing activities. 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 Plan provides that the maximum payments that may be authorized by the Board for Class A and R4 shares are 0.50%; for Class P shares, 0.75%; and Class B, Class C, Class F, Class R2, and Class R3 shares, 1.00%. However, the Board has approved payments of 0.25% for Class A and R4 shares, 1.00% for Class B shares and Class C shares, 0.10% for Class F shares, 0.45% for Class P shares, 0.60% for Class R2 shares, and 0.50% for Class R3 shares. The Plan does not permit any payments for Class I, R5, and R6 shares. The Fund may not pay compensation where tracking data is not available for certain accounts or where the authorized institution waives part of the compensation. In such cases, the Fund will not require payment of any otherwise applicable CDSC.

The amounts paid by each applicable class of the Fund to Lord Abbett Distributor pursuant to the Plan for the fiscal year ended October 31, 2014 were as follows:

Class A		Class B		Class C		Class F		Class P		Class R2		Class R3		Class R4*
$	14,914,223	$	803,931	$	4,546,579	$	123,920	$	153,893	$	3,998	$	258,518		N/A

* The Class R4 shares are newly created and have not yet commenced operations.

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/trustees, including a majority of the directors/trustees 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 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/trustees, including a majority of the directors/trustees who are not interested persons of the

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Fund and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan. As long as the Plan is in effect, the selection or nomination of Independent Directors/Trustees is committed to the discretion of the Independent Directors/Trustees.

One Independent Director, Evelyn E. Guernsey, may be deemed to have an indirect financial interest in the operation of the Plan. Ms. Guernsey, an Independent Director/Trustee of the Fund, owns outstanding shares of and was affiliated with J.P. Morgan Chase & Co., which (or subsidiaries of which) may receive 12b-1 fees from the Fund and/or other Lord Abbett Funds.

Ms. Foster is the Managing Member of Lord Abbett, which is the sole member of Lord Abbett Distributor, and as such is deemed to have a financial interest in the Plan.

Payments made pursuant to the Plan are subject to any applicable limitations imposed by rules of the Financial Industry Regulatory Authority, Inc. 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/Trustees (excluding any Independent Director/Trustee who has a direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan) or by vote of a majority of the outstanding voting securities of the applicable class.

CDSC.  A CDSC applies upon early redemption of shares for certain classes, and (i) will be assessed on the lesser of the NAV of the shares at the time of the redemption or the NAV when the shares originally were purchased; and (ii) will not be imposed on the amount of your account value represented by the increase in NAV over the initial purchase price (including increases due to the reinvestment of dividends and capital gains distributions) and upon early redemption of shares.  In the case of Class A shares, this increase is represented by shares having an aggregate dollar value in your account.  In the case of Class B and C shares, this increase is represented by that percentage of each share redeemed where the NAV exceeded the initial purchase price.

Class A Shares.  As stated in the prospectus, subject to certain exceptions, if you buy Class A shares of the Fund under certain purchases with a front-end sales charge waiver or if you acquire Class A shares of the Fund in exchange for Class A shares of another Lord Abbett 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.    

Class B Shares.  As stated in the prospectus, subject to certain exceptions, if Class B shares of the Fund (or Class B shares of another Lord Abbett Fund or series acquired through exchange of such shares) are redeemed out of the Lord Abbett Funds for cash before the sixth anniversary of their purchase, a CDSC will be deducted from the redemption proceeds.  The Class B CDSC is paid to Lord Abbett Distributor to reimburse its expenses, in whole or in part, for providing distribution-related services to the Fund in connection with the sale of Class B shares.

To minimize the effects of the CDSC or to determine whether the CDSC applies to a redemption, the Fund redeems Class B shares in the following order: (1) shares acquired by reinvestment of dividends and capital gains distributions, (2) shares held on or after the sixth anniversary of their purchase, and (3) shares held the longest before such sixth anniversary.

The amount of the CDSC will depend on the number of years since you invested and the dollar amount being redeemed, according to the following schedule:

Anniversary of the Day on Which the Purchase Order was Accepted	CDSC on Redemptions (As a % of Amount Subject to Charge)
Before the 1st		5.0	%
On the 1st, before the 2nd		4.0	%
On the 2nd, before the 3rd		3.0	%
On the 3rd, before the 4th		3.0	%
On the 4th, before the 5th		2.0	%
On the 5th, before the 6th		1.0	%
On or after the 6th anniversary		None

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In the table, an “anniversary” is the same calendar day in each respective year after the date of purchase. All purchases are considered to have been made on the business day on which the purchase order was accepted. Class B shares automatically will convert to Class A shares on the 25^th day of the month (or, if the 25^th is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted.

Class C Shares.  As stated in the prospectus, subject to certain exceptions, if Class C shares are redeemed before the first anniversary of their purchase, the redeeming shareholder normally will be required to pay to Lord Abbett Distributor a CDSC of 1% of the offering price at the time of purchase or redemption proceeds, whichever is lower. If such shares are exchanged into the same class of another Lord Abbett Fund and subsequently redeemed before the first anniversary of their original purchase, the charge also will be collected by Lord Abbett Distributor.

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 for the applicable share class will be waived only for that part of a mandatory distribution that bears the same relation to the entire mandatory distribution as the investment in that class bears to the total investment.

General.  The percentage used to calculate CDSCs described above for Class A, B, and C shares (1% in the case of Class A and C shares and 5% through 1% in the case of Class B shares) is sometimes hereinafter referred to as the “Applicable Percentage.”

There is no CDSC charged on Class F, I, P, R2, R3, R4, R5, or R6 shares; however, financial intermediaries may charge additional fees or commissions other than those disclosed in the prospectus and SAI, such as a transaction based fee or other fee for its service, and may categorize and disclose these arrangements differently than the discussion here or in the prospectus. 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.

With respect to Class A shares, a CDSC will not be assessed at the time of certain transactions, including redemptions by participants or beneficiaries from certain retirement and benefit plans and benefit payments under retirement and benefit plans in connection with plan loans, hardship withdrawals, death, retirement or separation from service and for returns of excess contributions to retirement plan sponsors. With respect to Class A share purchases by retirement and benefit plans made through financial intermediaries that have special arrangements with the Fund and/or Lord Abbett Distributor, no CDSC will be assessed at the time of redemptions that continue as investments in another fund participating in the program provided the Plan has not redeemed all, or substantially all, of its assets from the Lord Abbett Funds.  With respect to Class B shares, no CDSC is payable for redemptions (i) in connection with Systematic Withdrawal Plan and Div-Move services as described below under those headings, (ii) in connection with a mandatory distribution under 403(b) plans and IRAs and (iii) in connection with the death of the shareholder. In the case of Class A shares, the CDSC is received by Lord Abbett Distributor and is intended to reimburse all or a portion of the amount paid by Lord Abbett Distributor if the shares are redeemed before the Fund has had an opportunity to realize the anticipated benefits of having a long-term shareholder account in the Fund. In the case of Class B and C shares, the CDSC is received by Lord Abbett Distributor and is intended to reimburse its expenses of providing distribution-related services to the Fund (including recoupment of the commission payments made) in connection with the sale of Class B and C shares before Lord Abbett Distributor has had an opportunity to realize its anticipated reimbursement by having such a long-term shareholder account subject to the Class B or C shares distribution fee.  

In no event will the amount of the CDSC exceed the Applicable Percentage of the lesser of (i) the NAV 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 NAV, (iii) shares with respect to which no Lord Abbett 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

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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.

Which Class of Shares Should You Choose?  Once you decide that the Fund is an appropriate investment for you, the decision as to which class of shares is better suited to your needs depends on a number of factors that you should discuss with your financial advisor.  The Fund’s class-specific expenses and the effect of the different types of sales charges on your investment will affect your investment results over time.  The most important factors are how much you plan to invest and how long you plan to hold your investment.  If your goals and objectives change over time and you plan to purchase additional shares, you should re-evaluate those factors to see if you should consider another class of shares.

In the following discussion, to help provide you and your financial advisor with a framework in which to choose a class, we have made some assumptions using a hypothetical investment in the Fund. We used the sales charge rates that generally apply to Class A, B, and C, and considered the effect of the higher distribution fees on Class B and C expenses (which will affect your investment return). Of course, the actual performance of your investment cannot be predicted and will vary based on the Fund’s actual investment returns, the operating expenses borne by each class of shares, and the class of shares you purchase. The factors briefly discussed below are not intended to be investment advice, guidelines or recommendations, because each investor’s financial considerations are different. The discussion below of the factors to consider in purchasing a particular class of shares assumes that you will purchase only one class of shares and not a combination of shares of different classes. If you are considering an investment through a retirement and benefit plan (available through certain financial intermediaries as Class A, I, P, R2, R3, R4, R5, or R6 share investments), or a fee-based program (available through certain financial intermediaries as Class A, F, I, or P share investments), you should discuss with your financial intermediary which class of shares is available to you and makes the most sense as an appropriate investment.

How Long Do You Expect to Hold Your Investment?  While future financial needs cannot be predicted with certainty, knowing how long you expect to hold your investment will assist you in selecting the appropriate class of shares.  For example, over time, the reduced sales charges available for larger purchases of Class A shares may offset the effect of paying an initial sales charge on your investment, compared to the effect over time of higher class-specific expenses on Class C shares for which no initial sales charge is paid.  Because of the effect of class-based expenses, your choice also should depend on how much you plan to invest.

Investing for the Short Term.  Class C shares might be the appropriate choice (especially for investments of less than $50,000), because there is no initial sales charge on Class C shares, and the CDSC does not apply to shares you redeem after holding them for at least one year.

However, if you plan to invest more than $50,000 for the short term, then the more you invest and the more your investment horizon increases toward six years, the more attractive the Class A share option may become.  This is because the annual 12b-1 fee on Class C shares will have a greater impact on your account over the longer term than the reduced front-end sales charge available for larger purchases of Class A shares. 

In addition, it may not be suitable for you to place an order for Class C shares for retirement and benefit plans with at least 100 eligible employees or for retirement and benefit plans made through financial intermediaries that perform participant recordkeeping or other administrative services for the plans and that have entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such purchases.  You should discuss this with your financial advisor.

Investing for the Longer Term.   If you plan to invest more than $50,000 over the long term, Class A shares will likely be more advantageous than Class C shares, as discussed above, because of the effect of the expected lower expenses for Class A shares and the reduced initial sales charges available for larger investments in Class A shares under the Fund’s Rights of Accumulation.

Of course, these examples are based on approximations of the effect of current sales charges and expenses on a hypothetical investment over time, and should not be relied on as rigid guidelines.

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Are There Differences in Account Features That Matter to You? Some account features may be available in whole or in part to Class A, B, and C shareholders, but not to Class F, I, P, R2, R3, R4, R5, or R6 shareholders. Other features (such as Systematic Withdrawal Plans) might not be advisable in non-retirement and benefit plan accounts for Class B shareholders (because of the effect of the CDSC on the entire amount of a withdrawal if it exceeds 12% annually) and in any account for Class C shareholders during the first year of share ownership (due to the CDSC on redemptions during that year). See “Systematic Withdrawal Plan” under “Account Services and Policies” in the prospectus for more information about the 12% annual waiver of the CDSC for Class B and C shares. You should carefully review how you plan to use your investment account before deciding which class of shares you buy. For example, the dividends payable to Class B and C shareholders will be reduced by the expenses borne solely by each of these classes, such as the higher distribution fee to which Class B and C shares are subject.

How Do Payments Affect My Broker? A salesperson, such as a broker, or any other person who is entitled to receive compensation for selling Fund shares may receive different compensation for selling one class than for selling another class. As discussed in more detail below, such compensation is primarily paid at the time of sale in the case of Class A and B shares and is paid over time, so long as shares remain outstanding, in the case of Class C shares. It is important that investors understand that the primary purpose of the CDSC for Class B shares and the distribution fee for Class B and C shares is the same as the purpose of the front-end sales charge on sales of Class A shares: to compensate brokers and other persons selling such shares. The CDSC, if payable, supplements the Class B distribution fee and reduces the Class C distribution fee expenses for the Fund and Class C shareholders. See “Financial Intermediary Compensation” in the prospectus.

What About Shares Offered Through Retirement and Benefit Plans or Fee-Based Programs?  The Fund may be offered as an investment option in retirement and benefit plans and fee-based programs.  Financial intermediaries may provide some of the shareholder servicing and account maintenance services with respect to these accounts and their participants, including transfers of registration, dividend payee changes, and generation of confirmation statements, and may arrange for third parties to provide other investment or administrative services.  Retirement and benefit plan participants may be charged fees for these and other services and fee-based program participants generally pay an overall fee that, among other things, covers the cost of these services.  These fees and expenses are in addition to those paid by the Fund, and could reduce your ultimate investment return in Fund shares.  For questions about such accounts, contact your sponsor, employee benefits office, plan administrator, or other appropriate organization. 

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8.

Purchases, Redemptions, Pricing, and Payments to Dealers

Pricing of Fund Shares. Information concerning how we value Fund shares is contained in the prospectus under “Account Services and Policies – Pricing of Fund Shares.”

Under normal circumstances, we calculate the NAV per share for each class of the Fund as of the close of the 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.

Portfolio securities are valued at market value as of the close of the NYSE. Market value will be determined as follows: securities listed or admitted to trading privileges on any national or foreign securities exchange, or on the NASDAQ National Market System are valued at the last sale price, or, if there is no sale on that day, at the last bid, or, in the case of bonds, in the OTC market if that market more accurately reflects the market value of the bonds. Unlisted equity securities are valued at the last transaction price, or if there were no transactions that day, at the mean between the last bid and asked prices. OTC fixed income securities are valued at prices supplied by independent pricing services, which reflect broker-dealer-supplied valuations and electronic data processing techniques reflecting the mean between the bid and asked prices. The principal markets for non-U.S. securities and U.S. fixed income securities also generally close prior to the close of the NYSE. Consequently, values of non-U.S. investments and U.S. fixed income securities will be determined as of the earlier closing of such exchanges and markets unless the Fund prices such a security at its fair value. Securities for which market quotations are not readily available are valued at fair market value under procedures approved by the Board, as described in the prospectus.

All assets and liabilities expressed in foreign currencies will be converted into U.S. dollars at the exchange rates of such currencies against U.S. dollars provided by an independent pricing service as of the close of regular trading on the NYSE. If such exchange rates are not available, the rate of exchange will be determined in accordance with policies established by the Board.

NAV Purchases of Class A Shares. Our Class A shares may be purchased at NAV under the following circumstances:

(a)	purchases of $1 million or more;
(b)	purchases by retirement and benefit plans with at least 100 eligible employees;
(c)	purchases for retirement and benefit plans made through financial intermediaries that perform participant recordkeeping or other administrative services for the plans and that have entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such purchases;
(d)	purchases by insurance companies and/or their separate accounts to fund variable insurance contracts, provided that the insurance company provides recordkeeping and related administrative services to the contract owners and has entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such purchases;
(e)	purchases by employees of eligible institutions under Section 403(b)(7) of the Internal Revenue Code of 1986, as amended, maintaining individual custodial accounts held by a broker-dealer that has entered into a settlement agreement with a regulatory body, including the Financial Industry Regulatory Authority, regarding the availability of Class A shares for purchase without a front-end sales charge or CDSC;
(f)	purchases made with dividends and distributions on Class A shares of another Eligible Fund as (defined in the prospectus);
(g)	purchases representing repayment under the loan feature of the Lord Abbett-sponsored prototype 403(b) Plan for Class A shares;

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(h)	purchases by employees of any consenting securities dealer having a sales agreement with Lord Abbett Distributor;
(i)	purchases made by or on behalf of financial intermediaries for clients that pay the financial intermediaries fees in connection with fee-based programs provided that the financial intermediaries or their trading agents have entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such purchases;
(j)	purchases by investors maintaining a brokerage account with a registered broker-dealer that has entered into an agreement with Lord Abbett Distributor to offer Class A shares through a load-waived network or platform, which may or may not charge transaction fees;
(k)	purchases by trustees or custodians of any pension or profit sharing plan, or payroll deduction IRA for the employees of any consenting securities dealer having a sales agreement with Lord Abbett Distributor;
(l)	purchases by each Lord Abbett Fund’s directors or trustees, officers of each Lord Abbett Fund, employees and partners of Lord Abbett (including retired persons who formerly held such positions and family members of such purchasers);
(m)	purchases involving the concurrent sale of  Class B or C shares of the Fund related to the requirements of a settlement agreement that the broker-dealer entered into with a regulatory body relating to share class suitability. These sales transactions will be subject to the assessment of any applicable CDSCs (although the broker-dealer may pay on behalf of the investor or reimburse the investor for any such CDSC), and any investor purchases subsequent to the original concurrent transactions will be at the applicable public offering price, which may include a sales charge; or
(n)	purchases by non-U.S. pension funds or insurance companies by or through local intermediaries, provided that the Class A shares have been approved by and/or registered with a relevant local authority and that Lord Abbett Distributor has entered into special arrangements with a local financial intermediary in connection with the distribution or placement of such shares.

Class A shares also may be purchased at NAV (i) by employees, partners and owners of unaffiliated consultants and advisors to Lord Abbett, Lord Abbett Distributor, or Lord Abbett Funds who consent to such purchase if such persons provide service to Lord Abbett, Lord Abbett Distributor, or such funds on a continuing basis and are familiar with such funds, (ii) in connection with a merger, acquisition or other reorganization, (iii) by employees of our shareholder servicing agent, or (iv) by the trustees or custodians under any pension or profit-sharing plan or payroll deduction IRA established for the benefit of the directors/trustees, employees of Lord Abbett, or employees of our shareholder service agents. Shares are offered at NAV to these investors for the purpose of promoting goodwill with employees and others with whom Lord Abbett Distributor and/or the Fund has a business relationship.

In addition, Class A shares may be acquired without a front-end sales charge in certain exchange transactions. Please see “Exchanges” below.

Exchanges. To the extent offers and sales may be made in your state, you may exchange some or all of your shares of any class of the Fund for: (i) Lord Abbett Funds currently offered to the public with a sales charge (front-end, back-end or level); or (ii) Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. (“Money Market Fund”). The exchange privilege will not be available with respect to any fund, the shares of which at the time are not available to new investors of the type requesting the exchange. Shareholders in other Lord Abbett Funds generally have the same right to exchange their shares for the corresponding class of the Fund’s shares.

The Fund is not designed for short-term investors and is not designed to serve as a vehicle for frequent trading in response to short-term swings in the market. The Fund reserves the right to modify, restrict, or reject any purchase order or exchange request if the Fund or Lord Abbett Distributor determines that it is in the best interest of the Fund and its shareholders. In addition, the Fund may revoke or modify the privilege for all shareholders upon 60 days’ written notice.

You should read the prospectus of the other fund before exchanging. In establishing a new account by exchange, shares of the fund being exchanged must have a value equal to at least the minimum initial investment required for the other fund into which the exchange is made.

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An exchange transaction is based on the relative NAV of the shares being exchanged. The NAV, which normally is calculated each business day at the close of regular trading on the NYSE (typically 4:00 p.m. Eastern time each business day), will be determined after the Fund or its authorized agent receives your exchange order in proper form. Exchanges of Fund shares for shares of another fund generally will be treated as a sale of Fund shares and any gain on the transaction may be subject to federal income tax. In the case of an exchange of shares that have been held for 90 days or less where no sales charge is payable on the exchange, the original sales charge incurred with respect to the exchanged shares will be taken into account in determining gain or loss on the exchange only to the extent such charge exceeds the sales charge that would have been payable on the acquired shares had they been acquired for cash rather than by exchange. The portion of the original sales charge not so taken into account will increase the basis of the acquired shares.

No sales charges are imposed on exchanges, except in the case of exchanges out of Money Market Fund. Exchanges of Money Market Fund shares for shares of any Lord Abbett Fund (not including shares described under “Div-Move” below) are subject to a sales charge in accordance with the prospectus of that fund unless a sales charge (front-end, back-end or level) was paid on the initial investment in shares of a Lord Abbett Fund and those shares subsequently were exchanged for shares of Money Market Fund that are currently being exchanged. No CDSC will be charged on an exchange of shares of the same class between Lord Abbett Funds. Upon redemption of shares out of the Lord Abbett Funds, the applicable CDSC will be charged. Thus, if shares of a Lord Abbett Fund are tendered in exchange (“Exchanged Shares”) for shares of the same class of another fund and the Exchanged Shares are subject to a CDSC, the CDSC will carry over to the shares being acquired (including shares of Money Market Fund) (“Acquired Shares”). Any CDSC that is carried over to Acquired Shares is calculated as if the holder of the Acquired Shares had held those shares from the date on which he or she became the holder of the Exchanged Shares. Acquired Shares held in Money Market Fund that are subject to a CDSC will be credited with the time such shares are held in Money Market Fund.

Conversions. At the request of a financial intermediary, shares of any class of an Eligible Fund may be converted into a different class of shares of the same Eligible Fund without any sales charge (or CDSC), provided that (i) such shares are not subject to a CDSC and (ii) such conversion is necessary to facilitate the shareholder’s participation in a fee-based program sponsored by the financial intermediary that is the broker of record on the shareholder’s account that holds the shares to be relinquished as part of the conversion. Likewise, shareholders who participate in a fee-based program sponsored by a financial intermediary and own (directly or beneficially) Class A shares that were purchased with or without a sales charge, Class F shares, or Class P shares may convert such shares acquired through the shareholder’s participation in such fee-based program into Class A shares of the same Eligible Fund without incurring a sales charge (or a CDSC), provided that (i) such shares are not subject to a CDSC and (ii) the financial intermediary sponsoring the fee-based program is the broker of record on the shareholder’s account that will hold the Class A shares of the Eligible Fund received as a result of the conversion.

Rights of Accumulation. As stated in the prospectus, Purchasers (as defined in the prospectus) may aggregate their investments in Class A, B, C, F, and P shares of any Eligible Fund so that the Purchaser’s current investment in such shares, plus the Purchaser’s new purchase of Class A shares of any Eligible Fund, may reach a level eligible for a discounted sales charge for such shares. Class I, R2, R3, R4, R5, and R6 shares are not eligible to be combined with other share classes for purposes of calculating the applicable sales charge on Class A share purchases.

To the extent your financial intermediary is able to do so, the value of Class A, B, C, F, and P shares of Eligible Funds determined for the purpose of reducing the sales charge of a new purchase under the Rights of Accumulation will be calculated at the higher of: (1) the aggregate current maximum offering price of your existing Class A, B, C, F, and P shares of Eligible Funds (“Market Value”) determined as of the time your new purchase order is processed; or (2) the aggregate amount you invested in such shares (including reinvestments of dividend and capital gain distributions but excluding capital appreciation) less any redemptions (“Investment Value”). Depending on the way in which the registration information is recorded for the account in which your shares are held, the value of your holdings in that account may not be eligible for calculation at the Investment Value. For example, shares held in accounts maintained by financial intermediaries in nominee or street name may not be eligible for calculation at Investment Value. In such circumstances, the value of the shares may be calculated at Market Value for purposes of Rights of Accumulation.

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You should retain any information and account records necessary to substantiate the historical amounts you and any related Purchasers have invested in Eligible Funds. In certain circumstances, unless you provide documentation (or your financial intermediary maintains records) that substantiates a different Investment Value, your shares will be assigned an initial Investment Value for purposes of Rights of Accumulation. Specifically, Class A, B, C, F, and P shares of Eligible Funds acquired in calendar year 2007 or earlier will be assigned an initial Investment Value equal to the Market Value of those holdings as of the last business day of December 31, 2007. Similarly, Class A, B, C, F, and P shares of Eligible Funds transferred to an account with another financial intermediary will be assigned an initial Investment Value equal to the Market Value of such shares on the transfer date. Thereafter, the Investment Value of such shares will increase or decrease according to your actual investments, reinvestments, and redemptions. You must contact your financial intermediary or the Fund if you have additional information that is relevant to the calculation of the Investment Value of your holdings for purposes of reducing sales charges pursuant to the Rights of Accumulation.

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. You should read the Fund’s prospectus for more information regarding the Fund’s procedures for submitting redemption requests.

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, even when followed by repurchases, are taxable transactions for shareholders that are subject to U.S. federal income tax.

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 Lord Abbett Fund available for purchase. 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 (“SWP”). The 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.

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

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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 NAV 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 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:

ADP Broker-Dealer Inc.

AIG Advisor Group, Inc.

Allstate Life Insurance Company

Allstate Life Insurance Company of New York

Ameriprise Financial Services, Inc.

Ascensus, Inc.

AXA Advisors, LLC

AXA Equitable Life Insurance Company

B.C. Ziegler and Company

Banc of America

Business Men’s Assurance Company of America/RBC Insurance

Bodell Overcash Anderson & Co., Inc.

Cadaret, Grant & Co., Inc.

Cambridge Investment Research, Inc.

Charles Schwab & Co., Inc.

Citigroup Global Markets, Inc.

Commonwealth Financial Network

CRI Securities, LLC

Edward D. Jones & Co., L.P.

Envestnet Asset Management, Inc.

Family Investors Company

Fidelity Brokerage Services, LLC

Financial Network Investment Corporation (Cetera)

First Security Benefit Life Insurance and Annuity Company

First SunAmerica Life Insurance Company

First Allied Securities, Inc.

Forethought Life Insurance Company

Genworth Financial Investment Services Inc. (Cetera)

Genworth Life & Annuity Insurance Company

Genworth Life Insurance Company of New York

Hartford Life and Annuity Insurance Company

Hartford Life Insurance Company

HighTower Holding LLC

Investacorp, Inc.

James I. Black & Co.

Janney Montgomery Scott LLC

Legg Mason Walker Wood Incorporated

Lincoln Financial Network (Lincoln Financial Advisors Corp. & Lincoln Financial Securities Corp.)

Lincoln Life & Annuity Company of New York

Lincoln National Life Insurance Company

Linsco/Private Ledger Corp. (LPL Financial Services, Inc.)

MassMutual Life Investors Services, Inc.

Merrill Lynch Life Insurance Company/ML Life

Insurance Company of New York (n/k/a Transamerica Advisors)

Merrill Lynch, Pierce, Fenner & Smith

Incorporated (and/or certain of its affiliates)

MetLife Securities, Inc.

Morgan, Keegan & Company, Inc.

Morgan Stanley Smith Barney, LLC

Multi-Financial Securities Corporation (Cetera)

Oppenheimer & Co. Inc.

National Planning Holdings, Inc.

Nationwide Investment Services Corporation

NFP Securities, Inc.

Pacific Life & Annuity Company

Pacific Life Insurance Company

Pershing, LLC

PHL Variable Insurance Company

Phoenix Life and Annuity Company

Phoenix Life Insurance Company

PNC Investment LLC

8-5

Primevest Financial Services, Inc. (Cetera)

Principal Life Insurance Company

Protective Life Insurance Company

RBC Capital Markets Corporation (formerly RBC Dain Rauscher)

RBC Capital Markets, LLC

RBC Insurance d/b/a Liberty Life Insurance

Raymond James & Associates, Inc.

Raymond James Financial Services, Inc.

Robert W. Baird & Co. Incorporated

Santander Securities Corporation

Securian Financial Services, Inc.

Securities America, Inc.

Security Benefit Life Insurance Company

SunAmerica Annuity Life Assurance Company

Sun Life Assurance Company of Canada

Sun Life Insurance and Annuity Company of New York

TIAA-CREF Individual & Institutional Services, LLC

TFS Securities, Inc.

Transamerica Advisors Life Insurance Company

Transamerica Advisors Life Insurance Company of New York

Triad Advisors, Inc.

UBS Financial Services Inc.

U.S. Bancorp Investments, Inc.

Wells Fargo Advisors

Wells Fargo Investments LLC

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.

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.

Evelyn E. Guernsey, an Independent Director/Trustee of the Fund, owns outstanding shares of and was affiliated with J.P. Morgan Chase & Co., which (or subsidiaries of which) may receive recordkeeping payments from the Fund and/or other Lord Abbett Funds.

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.

8-6

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 so qualify, but is eligible for statutory relief, the Fund may be required to pay penalty taxes (or interest charges in the nature of a penalty) and/or to dispose of certain assets in order to continue to qualify for such tax treatment. If the Fund is not so eligible or if the Fund does not choose to avail itself of such relief, all of the Fund’s 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 afforded 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 to you as ordinary income; however certain qualified dividend income that the Fund receives and distributes to an individual shareholder may be subject to a reduced tax rate if the shareholder meets certain holding period and other requirements. The applicable reduced tax rate on qualified dividend income varies depending on the taxable income and status of the shareholder, but generally is 20% for individual shareholders with taxable income in excess of $400,000 ($450,000 if married and file jointly/$225,000 if married and file separately) and 15% for individual shareholders with taxable income less than such amounts (unless such shareholders are in the 10% or 15% income tax brackets and meet certain other conditions, in which case the applicable tax rate is 0%).

A dividend that is attributable to qualified dividend income of the Fund that is paid by the Fund to an individual shareholder will not be taxable as qualified dividend income to such shareholder (1) if the dividend is received with respect to any share of the Fund held for fewer than 61 days during the 121-day period beginning 60 days before the date such shares became “ex-dividend” with respect to the dividend income (2) if the shareholder elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest, or (3) to the extent that the shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property.

Distributions paid by the Fund from its net realized long-term capital gains that are reported to you by the Fund as “capital gain dividends” are taxable to you as long-term capital gains, regardless of the length of time you have owned Fund shares. The maximum federal income tax rates applicable to net capital gains recognized by individuals and other non-corporate taxpayers are (i) the same as ordinary income tax rates for capital assets held for one year or less, and (ii) taxed at capital gain rates for capital assets held for more than one year. The applicable capital gain rate also depends on the taxable income and status of the shareholder, but generally is 20% for individual shareholders with taxable income in excess of $400,000 ($450,000 if married and file jointly/$225,000 if married and file separately) and 15% for individual shareholders with taxable income less than such amounts (unless such shareholders are in the 10% or 15% income tax brackets and meet certain other conditions, in which case the applicable tax rate is 0%). You also should be aware that the benefits of the long-term capital gains and qualified dividend income rates may be reduced if you are subject to the alternative minimum tax. Capital gains recognized by corporate shareholders are subject to tax at the ordinary income tax rates applicable to corporations. All dividends are taxable regardless of whether they are received in cash or reinvested in Fund shares.

While the Fund’s net capital losses for any year cannot be passed through to you, any such losses incurred by the Fund in a taxable year of the Fund commencing prior to December 23, 2010 can be carried forward for a period of up to eight years to offset the Fund’s capital gains in those years and any such losses incurred by the Fund in taxable years commencing on or after such date may be carried forward indefinitely to offset future capital gains of the Fund. Pursuant to an ordering rule, however, net capital losses incurred in taxable years of the Fund beginning before December 23, 2010 may not be used to offset the Fund’s future capital gains until all net capital losses incurred in taxable years of the Fund beginning after December 22, 2010 have been utilized. As a result of the application of this rule, certain net capital losses incurred in taxable years of the Fund beginning before December

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23, 2010 may expire unutilized. To the extent capital gains are offset by such losses, they do not result in tax liability to the Fund and are not expected to be distributed to you as capital gain dividends.

Dividends paid by the Fund to corporate shareholders may qualify for the dividends-received deduction to the extent they are derived from dividends paid to the Fund by domestic corporations. If you are a corporation, you must have held your Fund shares for more than 45 days during the 91-day period beginning on the date which is 45 days before the date on which such share becomes “ex-dividend” to qualify for the dividends-received deduction. The dividends-received deduction may be limited if you incur indebtedness to acquire Fund shares, and may result in a reduction to the basis of your shares in the Fund if the dividend constitutes an extraordinary dividend at the Fund level.

A 3.8% Medicare tax also is imposed on the net investment income of certain U.S. individuals, estates and trusts whose income exceeds certain thresholds. For this purpose, “net investment income” generally includes taxable dividends (including capital gain dividends) and capital gains recognized from redemptions or exchanges of shares of mutual funds, such as the Fund. For U.S. individuals, this threshold generally will be exceeded if an individual has adjusted gross income that exceeds $200,000 ($250,000 if married and file jointly/$125,000 if married and file separately). This 3.8% Medicare tax is in addition to the income taxes that are otherwise imposed on ordinary income, qualified dividend income and capital gains as discussed above.

Because the ultimate tax characterization of a Fund’s distributions cannot be determined until after the end of a tax year, there is a possibility that a Fund may make distributions to shareholders that exceed the Fund’s current earnings and profits for a tax year. Any such distributions will not be treated as taxable dividends, but instead 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.

If the Fund invests in equity securities of a REIT, the Fund may receive distributions from the REIT that are in excess of the REIT’s earnings. In such case, if the Fund distributes such amounts, this could result in a return of capital to Fund shareholders as discussed above. In addition, investments in such securities also may require the Fund to accrue and distribute income it has not yet received from the REIT. In order to make such distributions, the Fund might be required to sell securities that it otherwise would not have sold. Dividends received by the Fund from a REIT also will not qualify for the dividends-received deduction and generally will not constitute qualified dividend income.

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.

At the time of your purchase of Fund shares, a portion of the purchase price may be attributable to realized or unrealized appreciation in the Fund’s portfolio or to undistributed taxable income of the Fund. Consequently, subsequent distributions by the Fund with respect to these shares from such appreciation or income may be taxable to you even if the NAV of your shares is, as a result of the distributions, reduced below your cost for such shares and the distributions economically represent a return of a portion of your investment.

Redemptions and exchanges of Fund shares for shares of another fundgenerally are taxable events for shareholders that are subject to tax. In general, if Fund shares are sold, you will recognize gain or loss equal to the difference 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. In addition, capital gains recognized from redemptions or exchanges of Fund shares generally will be included in the calculation of “net investment income” for purposes of the 3.8% Medicare tax applicable to certain U.S. individuals, estates and trusts as discussed above.

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Losses on the sale of Fund shares may be disallowed 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 same Fund (including pursuant to reinvestment of dividends and/or capital gain distributions). In addition, if shares in the Fund that have been held for less than 91 days are redeemed and the proceeds are reinvested on or before January 31 of the calendar year following the year of the redemption in shares of the same Fund or another fund pursuant to the Reinvestment Privilege, or if shares in the Fund that have been held for less than 91 days are exchanged for the same class of shares in another fund at NAV pursuant to the exchange privilege, all or a portion of any sales charge paid on the shares that are redeemed or exchanged will not be included in the tax basis of such shares under the Code to the extent that a sales charge that would otherwise apply to the shares received is reduced.

If your Fund shares are redeemed by a distribution of securities, you will be taxed as if you had received cash equal to the fair market value of the securities. Consequently, you will have a fair market value basis in the securities.

In addition to reporting gross proceeds from redemptions, exchanges or other sales of mutual fund shares, federal law requires mutual funds, such as the Fund, to report to the IRS and shareholders the “cost basis” of shares acquired by shareholders on or after January 1, 2012 (“covered shares”) that are redeemed, exchanged or otherwise sold on or after such date. These requirements generally do not apply to investments through a tax-deferred arrangement or to certain types of entities (such as C corporations). S corporations, however, are not exempt from these new rules. Also, if you hold Fund shares through a broker (or another nominee), please contact that broker (nominee) with respect to the reporting of cost basis and available elections for your account.

If you hold Fund shares directly, you may request that your cost basis be calculated and reported using any one of a number of IRS-approved alternative methods. Please contact the Fund to make, revoke or change your election. If you do not affirmatively elect a cost basis method, the Fund will use the average cost basis method as its default method for determining your cost basis.

Please note that you will continue to be responsible for calculating and reporting the cost basis, as well as any corresponding gains or losses, of Fund shares that were purchased prior to January 1, 2012 that are subsequently redeemed, exchanged or sold. You are encouraged to consult your tax advisor regarding the application of the new cost basis reporting rules to you and, in particular, which cost basis calculation method you should elect. In addition, because the Fund is not required to, and in many cases do not possess the information to, take into account all possible basis, holding period or other adjustments into account in reporting cost basis information to you, you also should carefully review the cost basis information provided to you by the Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on your federal income tax return.

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. However, a tax-exempt shareholder may recognize unrelated business taxable income if (1) the acquisition of Fund shares was debt financed or (2) the Fund recognizes certain “excess inclusion income” derived from direct or indirect investments (including from an investment in a REIT) in (a) residual interests in a real estate mortgage investment conduit or (b) equity interests in a taxable mortgage pool if the amount of such income that is recognized by the Fund exceeds the Fund’s investment company taxable income (after taking into account the deductions for dividends paid by the Fund). Furthermore, if Fund shares are 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.

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Under Treasury regulations, if you are an individual and recognize a loss with respect to Fund shares of $2 million or more (if you are a corporation, $10 million or more) in any single taxable year (or greater amounts over a combination of years), you may be required to file a disclosure statement with the IRS on Form 8886. A shareholder who fails to make the required disclosure may be subject to substantial penalties.

Foreign exchange gains and losses realized by the Fund in connection with certain transactions involving foreign currency-denominated debt securities, certain options and futures contracts relating to foreign currency, foreign currency forward contracts, foreign currencies or payables or receivables denominated in a foreign currency are subject to Section 988 of the Code, which generally causes such gains and losses to be treated as ordinary income and losses and may affect the amount, timing and character of distributions to shareholders. U.S. Treasury regulations authorized by the Code to be promulgated in the future may limit the future ability of the Fund to engage in such transactions if they are not directly related to the Fund’s investment in securities.

Options written or purchased by the Fund and futures contracts purchased on certain securities, indices and foreign currencies, as well as certain forward foreign currency contracts, may cause the Fund to recognize gains or losses from marking-to-market even though such options may not have lapsed, been closed out, or exercised, or such futures or forward contracts may not have been performed or closed out. The tax rules applicable to these contracts may affect the characterization of some capital gains and losses recognized by the Fund as long-term or short-term. Additionally, the Fund may be required to recognize gain if an option, futures contract, short sale, or other transaction that is not subject to the mark-to-market rules is treated as a “constructive sale” of an “appreciated financial position” held by the Fund under Section 1259 of the Code. Any net mark-to-market gains and/or gains from constructive sales also may have to be distributed to satisfy the distribution requirements referred to above even though the Fund may receive no corresponding cash amounts, possibly requiring the Fund to dispose of portfolio securities or to borrow to obtain the necessary cash.

Losses on certain options, futures and/or offsetting positions (portfolio securities or other positions with respect to which the Fund’s risk of loss is substantially diminished by one or more options or futures contracts) may also be deferred under the tax straddle rules of the Code, which also may affect the characterization of capital gains or losses from straddle positions and certain successor positions as long-term or short-term. Certain tax elections may be available that would enable the Fund to ameliorate some adverse effects of the tax rules described in this paragraph. Rules governing the tax aspects of swap agreements are still developing and are not entirely clear in certain respects. While the Fund intends to account for such transactions in an appropriate manner, there is no guarantee that the IRS will concur with such treatment. The Fund intends to monitor developments in this area in order to maintain its qualification as a regulated investment company. The tax rules applicable to options, futures contracts, forward contracts, short sales, swaps, structured securities, foreign currencies and straddles may affect the amount, timing and character of the Fund’s income and gains or losses and hence of its distributions to shareholders.

The Fund may in some cases be subject to foreign withholding taxes, which would reduce the yield on its investments. Tax conventions between certain countries and the U.S. may reduce or eliminate such taxes in some cases. It is not expected that the Fund will be eligible to pass through to you the ability to claim a federal income tax credit or deduction for foreign income taxes paid by the Fund.

If the Fund acquires any equity interest (under proposed Treasury regulations, generally including not only stock but also an option to acquire stock such as is inherent in a convertible bond) in certain foreign corporations that receive at least 75% of their annual gross income from passive sources (such as interest, dividends, certain rents and royalties, or capital gains) or that hold at least 50% of their assets in investments producing such passive income (“passive foreign investment companies”), the Fund could be subject to U.S. federal income tax and additional interest charges on “excess distributions” received from such companies or on gain from the sale of stock in such companies, even if all income or gain actually received by the Fund is timely distributed to its shareholders. The Fund would not be able to pass through to its shareholders any credit or deduction for such a tax. Elections generally may be available that would ameliorate these adverse tax consequences, but such elections could require the Fund to recognize taxable income or gain (subject to tax distribution requirements) without the concurrent receipt of cash. These investments also could result in the treatment of capital gains from the sale of stock of passive foreign investment companies as ordinary income. The Fund may limit and/or manage its holdings in passive foreign investment companies to limit its tax liability or maximize its return from these investments.

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U.S. persons who own (either directly or indirectly) more than 50% of the vote or value of a mutual fund, such as the Fund, could be required to report each year their “financial interest” in such fund’s “foreign financial accounts,” if any, on FinCEN Form 114, Report of Foreign Bank and Financial Accounts (“FBAR”). Shareholders should consult their tax advisors regarding the applicability of this reporting requirement to their individual circumstances.

You may be subject to a 28% withholding tax on reportable dividends, capital gain distributions, and redemptions (“backup withholding”). Generally, you will be subject to backup withholding if the Fund does not have your Social Security number or other certified 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 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 regardless of its source, and trusts if a court within the U.S. 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 generally will 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 currently only for certain taxable years of the Fund commencing prior to January 1, 2015, provided that the Fund chooses to report such dividends in a manner qualifying for such favorable tax treatment) and the applicability of U.S. gift and estate taxes.

While the Fund does not expect its shares will constitute U.S. real property interests, if the Fund’s direct and indirect investments in U.S. real property (which includes investments in REITs and certain other regulated investment companies that invest in U.S. real property) were to exceed certain levels, a portion of the Fund’s distributions may be attributable to gain from the sale or exchange of U.S. real property interests. In such case, if a non-U.S. shareholder were to own more than 5% of a class of the Fund’s shares within a one-year period prior to such a distribution, the non-U.S. shareholder would be (1) subject to a 35% U.S. federal withholding tax on the portion of the Fund’s distributions attributable to such gain, (2) required to file a U.S. federal income tax return to report such gain, and (3) subject to certain “wash sale” rules if the shareholder disposes of Fund shares just prior to a distribution and reacquires Fund shares shortly thereafter. If a non-U.S. shareholder were to own 5% or less of each class of the Fund’s shares at all times within such one-year period, any such distribution by the Fund would not be subject to these requirements, but if the distribution might otherwise have been reported as a capital gain dividend or short-term capital gain dividend to such shareholder, the distribution would be re-characterized as an ordinary dividend and would be subject to the applicable rate of non-resident alien U.S. withholding tax.

Under the Foreign Account Tax Compliance Act (“FATCA”), the Fund may be required to withhold 30% from payments of dividends and gross redemption proceeds by the Fund to (1) certain foreign financial institutions unless they (i) enter into an agreement with the IRS to determine which (if any) of its accounts are U.S. accounts and comply with annual information reporting with respect to such accounts, (ii) comply with an applicable intergovernmental agreement entered into with respect to FATCA, or (iii) demonstrate that they are otherwise exempt from reporting under FATCA, and (2) certain other foreign entities unless (i) they certify certain information about their direct and indirect U.S. owners, or (ii) demonstrate that they are otherwise exempt from reporting under FATCA. This withholding tax is being phased in commencing on July 1, 2014 for certain payments of income dividends and will apply to payments of capital gain dividends and gross redemption proceeds made by the Fund on or after December 31, 2016.

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In order to avoid this withholding, non-exempt foreign financial institutions will have to enter into an agreement with the IRS (unless they are resident in a country that has entered into an intergovernmental agreement with the U.S. that provides for an alternative regime) stipulating that they will (1) provide the IRS with certain information about direct and indirect U.S. account holders (such as the name, address and taxpayer identification number of the holders), (2) will comply with verification and due diligence procedures with respect to the identification of U.S. accounts, (3) report to the IRS certain additional information with respect to U.S. accounts maintained by them, and (4) agree to withhold tax on certain payments made to non-compliant foreign financial institutions or to account holders who fail to provide the required information. Certain other foreign entities will need to provide the name, address, and taxpayer identification number of each substantial (i.e., more than 10%) U.S. owner or a certification of no substantial U.S. ownership, unless certain exceptions apply. A foreign shareholder resident in a country that has entered into an intergovernmental agreement with the U.S. with respect to FATCA will be exempt from FATCA withholding provided that the shareholder and the applicable foreign government comply with the terms of the agreement. A non-exempt foreign shareholder that invests in the Fund will need to provide the Fund with documentation properly certifying the shareholder’s status under FATCA (Form W-8BEN-E for entities) to avoid the FATCA withholding. The foregoing is only a general summary of certain provisions of FATCA. The scope of these requirements is potentially subject to material change and shareholders are urged to consult their tax advisers regarding the potential applicability of FATCA to their own situation.

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, as well as the tax consequences of gains or losses from the sale, exchange, or redemption of your Fund shares.

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10.

Underwriter

Lord Abbett Distributor, 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.

For the last three fiscal years, Lord Abbett Distributor, as the Fund’s principal underwriter, received net commissions after allowance of a portion of the sales charge to independent dealers with respect to Class A shares of the Fund as follows:

	Fiscal Year Ended October 31,
	2014		2013		2012
Gross sales charge	$	3,023,687	$	3,381,711	$	3,586,169
Amount allowed to dealers	$	2,559,436	$	2,860,077	$	3,032,872
Net commissions received by Lord Abbett Distributor	$	464,251	$	521,634	$	553,297

In addition, Lord Abbett Distributor, as the Fund’s principal underwriter, received the following compensation for the fiscal year ended October 31, 2014:

	Compensation on Redemption and Repurchase		Brokerage Commissions in Connection with Fund Transactions	Other Compensation		*
Class A	$	0	N/A	$	915,520.26	**
Class B	$	0	N/A	$	1,029.44
Class C	$	0	N/A	$	22,984.17	**
Class F	$	0	N/A	$	0
Class P	$	0	N/A	$	3.33
Class R2	$	0	N/A	$	0
Class R3	$	0	N/A	$	106.18
Class R4***	$	0	N/A		N/A

*	Other compensation includes fees paid to Lord Abbett Distributor for services rendered in connection with activities primarily intended to result in the sale of Fund shares.
**	Excludes 12b-1 payments and CDSC fees received during the first year of the associated investment as repayment of fees advanced by Lord Abbett Distributor to broker/dealers at the time of sale.
***	The Class R4 shares are newly created and have not yet commenced operations.

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11.

Financial Statements

The financial statements incorporated herein by reference from the Fund’s 2014 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
Berthel Schutter		Monthly
Bloomberg L.P.		Daily
Callan Associates Inc.		Monthly
Cambridge Associates LLC		Monthly
Citigroup/The Yield Book, Inc.		Daily
CJS Securities, Inc.		Daily
CL King & Associates		Monthly
Concord Advisory Group Ltd.		Monthly
CTVglobemedia f/k/a Bell GlobeMedia Publishing Co.		Monthly
Curcio Webb		Monthly
Deloitte & Touche LLP		As Requested
Edward D. Jones & Co., L.P.		Monthly
Evaluation Associates, LLC		Monthly
FactSet Research Systems, Inc.		Daily
Financial Model Co. (FMC)		Daily
Hartland & Co.		Monthly
Institutional Shareholder Services, Inc. (ISS)		Daily
Investment Technology Group (ITG)		Daily
Jeffrey Slocum & Associates, Inc.		Monthly
JP Morgan Securities, Inc.		Monthly
Lipper Inc., a Reuters Company		Monthly
Longbow Research		Monthly
Merrill Lynch, Pierce, Fenner & Smith, Incorporated		Monthly
Morningstar Associates, Inc., Morningstar, Inc.		Daily
MSCI Barra		Daily
Muzea Insider Consulting Services		Weekly
Nock, Inc.		Daily
Pierce Park Group		Monthly
Reuters America LLC		Daily
Rocaton Investment Advisors, LLC		Monthly
Rogerscasey		Monthly
SG Constellation LLC		Daily
State Street Corporation		Daily
Sungard Expert Solutions, Inc.		Daily
The Marco Consulting Group		Monthly
Towers Watson Investment Services, Inc. f/k/a Watson Wyatt Worldwide		Monthly
Wall Street Source		Daily
Wilmer Cutler Pickering Hale and Dorr LLP		As Requested

* 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.

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APPENDIX B

LORD, ABBETT & CO. LLC

PROXY VOTING POLICIES AND PROCEDURES

Introduction

Under the Investment Advisers Act of 1940, as amended, Lord, Abbett & Co. LLC (“Lord Abbett” or “we”) acts as a fiduciary that owes each of its clients duties of care and loyalty with respect to all services undertaken on the client’s behalf, including proxy voting. This means that Lord Abbett is required to vote proxies in the manner we believe is in the best interests of each client, including the Lord Abbett Funds (the “Funds”) and their shareholders. We take a long-term perspective in investing our clients’ assets and employ the same perspective in voting proxies on their behalf. Accordingly, we tend to support proxy proposals that we believe are likely to maximize shareholder value over time, whether such proposals were initiated by a company or its shareholders.

Proxy Voting Process Overview

Lord Abbett has a Proxy Group within its Operations Department (the “Proxy Group”) that oversees proxy voting mechanics on a day-to-day basis and provides Lord Abbett’s Proxy Policy Committee (the “Proxy Policy Committee”) and Investment Department personnel with information regarding proxy voting. The Proxy Policy Committee consists of Lord Abbett’s Chief Investment Officer, Director of Domestic Equity Portfolio Management, Director of International Equity, Director of Domestic Equity Research, Chief Administrative Officer for the Investment Department, and General Counsel. Voting decisions are made by the Investment Department in accordance with these policies and procedures and are carried out by the Proxy Group.

Lord Abbett has implemented the following approach to the proxy voting process:

· In cases where we deem any client’s position in a company to be material,⁽¹⁾ the relevant investment team is responsible for determining how to vote the security. Once a voting decision has been made, the investment team provides instructions to the Proxy Group, which is responsible for submitting Lord Abbett’s vote.

· In cases where we deem all clients’ positions in a company to be non-material, the Chief Administrative Officer for the Investment Department is responsible for determining how to vote the security. The Chief Administrative Officer may seek guidance from the relevant investment team, the Proxy Policy Committee or any of its members, the Proxy Advisor (defined below), or other sources to determine how to vote. Once a voting decision has been made, the Chief Administrative Officer provides instructions to the Proxy Group, which is responsible for submitting Lord Abbett’s vote.

· Lord Abbett has identified certain types of proxy proposals that it considers purely administrative in nature and as to which it always will vote in the same manner. The Proxy Group is authorized to vote on such proposals without receiving instructions from the Investment Department, regardless of the materiality of any client’s position. Lord Abbett presently considers the following specific types of proposals to fall within this category: (1) proposals to change a company’s name, as to which Lord Abbett always votes in favor; (2) proposals regarding formalities of shareholder meetings (namely, changes to a meeting’s date, time, or location), as to which Lord Abbett always votes in favor; and (3) proposals to allow shareholders to transact other business at a meeting, as to which Lord Abbett always votes against.

⁽¹⁾ We presently consider a position in a particular company to be material if: (1) it represents more than 1% of any client’s portfolio holdings and all clients’ positions in the company together represent more than 1% of the company’s outstanding shares; or (2) all clients’ positions in the company together represent more than 5% of the company’s outstanding shares. For purposes of determining materiality, we exclude shares held by clients with respect to which Lord Abbett does not have authority to vote proxies. We also exclude shares with respect to which Lord Abbett’s vote is restricted or limited due to super-voting share structures (where one class of shares has super-voting rights that effectively disenfranchise other classes of shares), vote limitation policies, and other similar measures. This definition of materiality is subject to change at our discretion.

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· When multiple investment teams manage one or more portfolios that hold the same voting security, the investment team that manages the largest number of shares of the security will be considered to have the dominant position. Lord Abbett will vote all shares on behalf of all clients that hold the security in accordance with the vote determined by the investment team with the dominant position.

Retention and Oversight of Proxy Advisor

Lord Abbett has retained an independent third party service provider (the “Proxy Advisor”) to analyze proxy issues and recommend how to vote on those issues, and to provide assistance in the administration of the proxy process, including maintaining complete proxy voting records.⁽²⁾ While Lord Abbett takes into consideration the information and recommendations of the Proxy Advisor, Lord Abbett votes all proxies based on its own proxy voting policies, including Lord Abbett’s conclusions regarding the best interests of the Funds, their shareholders, and other advisory clients, rather than basing decisions solely on the Proxy Advisor’s recommendations.

Lord Abbett monitors the Proxy Advisor’s capacity, competency, and conflicts of interest to ensure that Lord Abbett continues to vote proxies in the best interests of its clients. As part of its ongoing oversight of the Proxy Advisor, Lord Abbett performs periodic due diligence on the Proxy Advisor. Such due diligence may be conducted in Lord Abbett’s offices or at the Proxy Advisor’s offices. The topics included in these due diligence reviews include conflicts of interest, methodologies for developing vote recommendations, and resources, among other things.

Conflicts of Interest

Lord Abbett is an independent, privately held firm with a singular focus on the management of money. Although Lord Abbett does not face the conflicts of interest inherent in being part of a larger financial institution, conflicts of interest nevertheless may arise in the proxy voting process. Such a conflict may exist, for example, when a client’s account holds shares of a company that also is a client of Lord Abbett. We have adopted safeguards designed to ensure that conflicts of interest are identified and resolved in our clients’ best interests rather than our own. These safeguards include, but are not limited to, the following:

· Lord Abbett has implemented special voting measures with respect to companies for which one of the Funds’ independent directors/trustees also serves on the board of directors or is a nominee for election to the board of directors. If a Fund owns stock in such a company, Lord Abbett will notify the Funds’ Proxy Committees⁽³⁾ (the “Proxy Committees”) and seek voting instructions from the Committees only in those situations where Lord Abbett proposes not to follow the Proxy Advisor’s recommendations. In these instances, if applicable, the independent director/trustee will abstain from any discussions by the Funds’ Proxy Committees regarding the company.

· Lord Abbett also has implemented special voting measures with respect to companies that have a significant business relationship with Lord Abbett (including any subsidiaries of such companies). For this purpose, a “significant business relationship” means: (1) a broker dealer firm that is responsible for one percent or more of the Funds’ total dollar amount of shares sold for the last 12 months; (2) a firm that is a sponsor firm with respect to Lord Abbett’s separately managed account business; (3) an institutional account client that has an investment management agreement with Lord Abbett; (4) an institutional investor that, to Lord Abbett’s knowledge, holds at least $5 million in shares of the Funds; and (5) a retirement plan client that, to Lord Abbett’s knowledge, has at least $5 million invested in the Funds. If a Fund owns stock in such a company, Lord Abbett will notify the Funds’ Proxy Committees and seek voting instructions from the Committees only in those situations where Lord Abbett proposes not to follow the Proxy Advisor’s recommendations.

⁽²⁾ Lord Abbett currently retains Institutional Shareholder Services Inc. as the Proxy Advisor.

⁽³⁾ The Boards of Directors and Trustees of the Funds have delegated oversight of proxy voting to separate Proxy Committees comprised solely of independent directors and/or trustees, as the case may be. Each Proxy Committee is responsible for, among other things: (1) monitoring Lord Abbett’s actions in voting securities owned by the related Fund; (2) evaluating Lord Abbett’s policies in voting securities; and (3) meeting with Lord Abbett to review the policies in voting securities, the sources of information used in determining 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.

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· Absent explicit instructions from an institutional account client to resolve proxy voting conflicts in a different manner, Lord Abbett will vote all shares on behalf of all clients that hold a security that presents a conflict of interest for the Funds in accordance with the voting instructions received from the Funds’ Proxy Committees, unless Lord Abbett proposes to follow the Proxy Advisor’s recommendation.

Proxy Voting Guidelines

A general summary of the guidelines that we normally follow in voting proxies appears below. These voting guidelines reflect our general views. We reserve the flexibility to vote in a manner contrary to our general views on particular issues if we believe doing so is in the best interests of our clients, including the Funds and their shareholders. Many different specific types of proposals may arise under the broad categories discussed below, and it is not possible to contemplate every issue on which we may be asked to vote. Accordingly, we will vote on proposals concerning issues not expressly covered by these guidelines based on the specific factors that we believe are relevant.

A.

Auditors – Auditors are responsible for examining, correcting, and verifying the accuracy of a company’s financial statements. Lord Abbett believes that companies normally are in the best position to select their auditors and, therefore, we generally support management’s recommendations concerning the ratification of the selection of auditors. However, we may evaluate such proposals on a case-by-case basis due to concerns about impaired independence, accounting irregularities, or failure of the auditors to act in shareholders’ best economic interests, among other factors we may deem relevant.

B.

Directors

1.	Election of directors – The board of directors of a company oversees all aspects of the company’s business. Companies and, under certain circumstances, their shareholders, may nominate directors for election by shareholders. Lord Abbett believes that the independent directors currently serving on a company’s board of directors (or a nominating committee comprised of such independent directors) generally are in the best position to identify qualified director nominees. Accordingly, we normally vote in accordance with management’s recommendations on the election of directors. In evaluating a director nominee’s candidacy, however, Lord Abbett may consider the following factors, among others: (1) the nominee’s experience, qualifications, attributes, and skills, as disclosed in the company’s proxy statement; (2) the composition of the board and its committees; (3) whether the nominee is independent of company management; (4) the nominee’s board meeting attendance; (5) the nominee’s history of representing shareholder interests on the company’s board or other boards; (6) the nominee’s investment in the company; (7) the company’s long-term performance relative to a market index; and (8) takeover activity. In evaluating a compensation committee nominee’s candidacy, Lord Abbett may consider additional factors including the nominee’s record on various compensation issues such as tax gross-ups, severance payments, options repricing, and pay for performance, although the nominee’s record as to any single compensation issue alone will not necessarily be determinative. Lord Abbett may withhold votes for some or all of a company’s director nominees on a case-by-case basis.
2.	Majority voting – Under a majority voting standard, director nominees must be elected by an affirmative majority of the votes cast at a meeting. Majority voting establishes a higher threshold for director election than plurality voting, in which nominees who receive the most votes are elected, regardless of how small the number of votes received is relative to the total number of shares voted. Lord Abbett generally supports proposals that seek to adopt a majority voting standard.
3.	Board classification – A “classified” or “staggered” board is a structure in which only a portion of a company’s board of directors (typically one-third) is elected each year. A company may employ such a structure to promote continuity of leadership and thwart takeover attempts. Lord Abbett generally votes against proposals to classify a board, absent special circumstances indicating that shareholder interests would be better served by such a structure. In evaluating a classified board proposal, Lord Abbett may consider the following factors, among others: (1) the company’s long-term strategic plan; (2) the extent to which continuity of leadership is necessary to advance that plan; and (3) the need to guard against takeover attempts.

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	4.	Independent board and committee members – An independent director is one who serves on a company’s board but is not employed by the company or affiliated with it in any other capacity. While company boards may apply different standards in assessing director independence, including any applicable standards prescribed by stock exchanges and the federal securities laws, a director generally is determined to qualify as independent if the director does not have any material relationship with the company (either directly or indirectly) based on all relevant facts and circumstances. Material relationships can include employment, business, and familial relationships, among others. Lord Abbett believes that independent board and committee membership often helps to mitigate the inherent conflicts of interest that arise when a company’s executive officers also serve on its board and committees. Therefore, we generally support the election of board or committee nominees if such election would cause a majority of a company’s board or committee members to be independent. However, a nominee’s effect on the independent composition of the board or any committee is one of many factors Lord Abbett considers in voting on the nominee and will not necessarily be dispositive.
	5.	Independent board chairman – Proponents of proposals to require independent board chairmen (formerly often referred to as “separation of chairman and chief executive officer” proposals) seek to enhance board accountability and mitigate a company’s risk-taking behavior by requiring that the role of the chairman of the company’s board of directors be filled by an independent director. We generally vote with management on proposals that call for independent board chairmen. We may vote in favor of such proposals on a case-by-case basis, despite management opposition, if we believe that a company’s governance structure does not promote independent oversight through other means, such as a lead director, a board composed of a majority of independent directors, and/or independent board committees. In evaluating independent chairman proposals, we will focus in particular on the presence of a lead director, which is an independent director designated by a board with a non-independent chairman to serve as the primary liaison between company management and the independent directors and act as the independent directors’ spokesperson.
C.	Compensation and Benefits
	1.	General – In the wake of recent corporate scandals and market volatility, shareholders increasingly have scrutinized the nature and amount of compensation paid by a company to its executive officers and other employees. Lord Abbett believes that because a company has exclusive knowledge of material information not available to shareholders regarding its business, financial condition, and prospects, the company itself usually is in the best position to make decisions about compensation and benefits. Accordingly, we generally vote with management on such matters. However, we may oppose management on a case-by-case basis if we deem a company’s compensation to be excessive or inconsistent with its peer companies’ compensation, we believe a company’s compensation measures do not foster a long-term focus among its executive officers and other employees, or we believe a company has not met performance expectations, among other reasons. Discussed below are some specific types of compensation-related proposals that we may encounter.
	2.	Incentive compensation plans – An incentive compensation plan rewards an executive’s performance through a combination of cash compensation and stock awards. Incentive compensation plans are designed to align an executive’s compensation with a company’s long-term performance. As noted above, Lord Abbett believes that management generally is in the best position to assess executive compensation levels and, therefore, generally votes with management on proposals relating to incentive compensation plans. In evaluating such a proposal, however, Lord Abbett may consider the following factors, among others: (1) the executive’s expertise and the value he or she brings to the company; (2) the company’s performance, particularly during the executive’s tenure; (3) the percentage of overall compensation that consists of stock; (4) whether and/or to what extent the incentive compensation plan has any potential to dilute the voting power or economic interests of other shareholders; (5) the features of the plan and costs associated with it; (6) whether the plan provides for repricing or replacement of underwater stock options; and (7) quantitative data from the Proxy Advisor regarding compensation ranges by industry and company size. We also scrutinize very closely the proposed repricing or replacement of underwater stock options, taking into consideration the stock’s volatility, management’s rationale for the repricing or replacement, the new exercise price, and any other factors we deem relevant.

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3.	Say on pay – “Say on pay” proposals give shareholders a nonbinding vote on executive compensation. These proposals are designed to serve as a means of conveying to company management shareholder concerns, if any, about executive compensation. Lord Abbett believes that management generally is in the best position to assess executive compensation. Thus, we generally vote with management on say on pay proposals unless we believe that compensation has been excessive or direct feedback to management about compensation has not resulted in any changes. We also generally vote with management on proposals regarding the frequency of say on pay votes. However, any particular vote will be based on the specific facts and circumstances we deem relevant.
4.	Pay for performance – “Pay for performance” proposals are shareholder proposals that seek to achieve greater alignment between executive compensation and company performance. Shareholders initiating these proposals tend to focus on board compensation committees’ accountability, the use of independent compensation consultants, enhanced disclosure of compensation packages, and perquisites given to executives. Because Lord Abbett believes that management generally is in the best position to assess executive compensation, we generally follow management’s voting recommendations regarding pay for performance proposals. However, we may evaluate such proposals on a case-by-case basis if we believe a company’s long-term interests and its executives’ financial incentives are not properly aligned or if we question the methodology a company followed in setting executive compensation, among other reasons.
5.	Clawback provisions – A clawback provision allows a company to recoup or “claw back” incentive compensation paid to an executive if the company later determines that the executive did not actually meet applicable performance goals. For example, such provisions might be used when a company calculated an executive’s compensation based on materially inaccurate or fraudulent financial statements. Some clawback provisions are triggered only if the misalignment between compensation and performance is attributable to improper conduct on the part of the executive. Shareholder proponents of clawback proposals believe that they encourage executive accountability and mitigate a company’s risk-taking behavior. Because Lord Abbett believes that management generally is in the best position to assess executive compensation, we generally vote with management on clawback proposals. We may, however, evaluate such a proposal on a case-by-case basis due to concerns about the amount of compensation paid to the executive, the executive’s or the company’s performance, or accounting irregularities, among other factors we may deem relevant.
6.	Anti-gross-up policies – Tax “gross-ups” are payments by a company to an executive intended to reimburse some or all of the executive’s tax liability with respect to compensation, perquisites, and other benefits. Because the gross-up payment also is taxable, it typically is inflated to cover the amount of the tax liability and the gross-up payment itself. Critics of such payments argue that they often are not transparent to shareholders and can substantially enhance an executive’s overall compensation. Thus, shareholders increasingly are urging companies to establish policies prohibiting tax gross-ups. Lord Abbett generally favors adoption of anti-tax gross-up policies themselves, but will not automatically vote against a compensation committee nominee solely because the nominee approved a gross-up.
7.	Severance agreements and executive death benefits – Severance or so-called “golden parachute” payments sometimes are made to departing executives after termination or upon a company’s change in control. Similarly, companies sometimes make executive death benefit or so-called “golden coffin” payments to an executive’s estate. Both practices increasingly are coming under shareholder scrutiny. While we generally vote with management on compensation matters and acknowledge that companies may have contractual obligations to pay severance or executive death benefits, we scrutinize cases in which such benefits are especially lucrative or are granted despite the executive’s or the company’s poor performance, and may vote against management on a case-by-case basis as we deem appropriate. We also generally support proposals to require that companies submit severance agreements and executive death benefits for shareholder ratification.
8.	Executive pay limits – Lord Abbett believes that a company’s flexibility with regard to its compensation practices is critical to its ability to recruit, retain, and motivate key talent. Accordingly, we generally vote with management on shareholder proposals that seek to impose limits on executive compensation.

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9. Employee stock purchase plans – Employee stock purchase plans permit employees to purchase company stock at discounted prices and, under certain circumstances, receive favorable tax treatment when they sell the stock. Lord Abbett generally follows management’s voting recommendation concerning employee stock purchase plans, although we generally do not support plans that are dilutive.

D. Corporate Matters

1.	Charter amendments – A company’s charter documents, which may consist of articles of incorporation or a declaration of trust and bylaws, govern the company’s organizational matters and affairs. Lord Abbett believes that management normally is in the best position to determine appropriate amendments to a company’s governing documents. Some charter amendment proposals involve routine matters, such as changing a company’s name or procedures relating to the conduct of shareholder meetings. Lord Abbett believes that such routine matters do not materially affect shareholder interests and, therefore, we vote with management with respect to them in all cases. Other types of charter amendments, however, are more substantive in nature and may impact shareholder interests. We consider such proposals on a case-by-case basis to the extent they are not explicitly covered by these guidelines.
2.	Changes to capital structure – A company may propose amendments to its charter documents to change the number of authorized shares or create new classes of stock. We generally support proposals to increase a company’s number of authorized shares when the company has articulated a clear and reasonable purpose for the increase (for example, to facilitate a stock split, merger, acquisition, or restructuring). However, we generally oppose share capital increases that would have a dilutive effect. We also generally oppose proposals to create a new class of stock with superior voting rights.
3.	Reincorporation – We generally follow management’s recommendation regarding proposals to change a company’s state of incorporation, although we consider the rationale for the reincorporation and the financial, legal, and corporate governance implications of the reincorporation. We will vote against reincorporation proposals that we believe contravene shareholders’ interests.
4.	Mergers, acquisitions, and restructurings – A merger or acquisition involves combining two distinct companies into a single corporate entity. A restructuring involves a significant change in a company’s legal, operational, or structural features. After these kinds of transactions are completed, shareholders typically will own stock in a company that differs from the company whose shares they initially purchased. Thus, Lord Abbett views the decision to approve or reject a potential merger, acquisition, or restructuring as being equivalent to an investment decision. In evaluating such a proposal, Lord Abbett may consider the following factors, among others: (1) the anticipated financial and operating benefits; (2) the offer price; (3) the prospects of the resulting company; and (4) any expected changes in corporate governance and their impact on shareholder rights. We generally vote against management proposals to require a supermajority shareholder vote to approve mergers or other significant business combinations. We generally vote for shareholder proposals to lower supermajority vote requirements for mergers and acquisitions. We also generally vote against charter amendments that attempt to eliminate shareholder approval for acquisitions involving the issuance of more than 10% of a company’s voting stock.

E. Anti-Takeover Issues and Shareholder Rights

1.

Proxy access – Proxy access proposals advocate permitting shareholders to have their nominees for election to a company’s board of directors included in the company’s proxy statement in opposition to the company’s own nominees. Proxy access initiatives enable shareholders to nominate their own directors without incurring the often substantial cost of preparing and mailing a proxy statement, making it less expensive and easier for shareholders to challenge incumbent directors. Lord Abbett generally votes with management on proposals that seek to allow proxy access.

2.

Shareholder rights plans – Shareholder rights plans or “poison pills” are a mechanism of defending a company against takeover efforts. Poison pills allow current shareholders to purchase stock at discounted prices or redeem shares at a premium after a takeover, effectively making the company more expensive and

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	less attractive to potential acquirers. Companies may employ other defensive tactics in combination with poison pills, such as golden parachutes that take effect upon a company’s change in control and therefore increase the cost of a takeover. Because poison pills can serve to entrench management and discourage takeover offers that may be attractive to shareholders, we generally vote in favor of proposals to eliminate poison pills and proposals to require that companies submit poison pills for shareholder ratification. In evaluating a poison pill proposal, however, Lord Abbett may consider the following factors, among others: (1) the duration of the poison pill; (2) whether we believe the poison pill facilitates a legitimate business strategy that is likely to enhance shareholder value; (3) our level of confidence in management; (4) whether we believe the poison pill will be used to force potential acquirers to negotiate with management and assure a degree of stability that will support good long-range corporate goals; and (5) the need to guard against takeover attempts.
3.	Chewable pill provisions – A “chewable pill” is a variant of the poison pill that mandates a shareholder vote in certain situations, preventing management from automatically discouraging takeover offers that may be attractive to shareholders. We generally support chewable pill provisions that balance management’s and shareholders’ interests by including: (1) a redemption clause allowing the board to rescind a pill after a potential acquirer’s holdings exceed the applicable ownership threshold; (2) no dead-hand or no-hand pills, which would allow the incumbent board and their approved successors to control the pill even after they have been voted out of office; (3) sunset provisions that allow shareholders to review and reaffirm or redeem a pill after a predetermined time frame; and (4) a qualifying offer clause, which gives shareholders the ability to redeem a poison pill when faced with a bona fide takeover offer.
4.	Anti-greenmail provisions – An anti-greenmail provision is a special charter provision that prohibits a company’s management from buying back shares at above market prices from potential acquirers without shareholder approval. We generally support such provisions, provided that they are not bundled with other measures that serve to entrench management or discourage attractive takeover offers.
5.	Fair price provisions – A fair price provision is a special charter provision that requires that all selling shareholders receive the same price from a buyer. Fair price provisions are designed to protect shareholders from inequitable two-tier stock acquisition offers in which some shareholders may be bought out on disadvantageous terms. We generally support such provisions, provided that they are not bundled with other measures that serve to entrench management or discourage attractive takeover offers.
6.	Rights to call special shareholder meetings – Proposals regarding rights to call special shareholder meetings normally seek approval of amendments to a company’s charter documents. Lord Abbett generally votes with management on proposals concerning rights to call special shareholder meetings. In evaluating such a proposal, Lord Abbett may consider the following factors, among others: (1) the stock ownership threshold required to call a special meeting; (2) the purposes for which shareholders may call a special meeting; (3) whether the company’s annual meetings offer an adequate forum in which shareholders may raise their concerns; and (4) the anticipated economic impact on the company of having to hold additional shareholder meetings.
7.	Supermajority vote requirements – A proposal that is subject to a supermajority vote must receive the support of more than a simple majority in order to pass. Supermajority vote requirements can have the effect of entrenching management by making it more difficult to effect change regarding a company and its corporate governance practices. Lord Abbett normally supports shareholders’ ability to approve or reject proposals based on a simple majority vote. Thus, we generally vote for proposals to remove supermajority vote requirements and against proposals to add them.
8.	Cumulative voting – Under cumulative or proportional voting, each shareholder is allotted a number of votes equal to the number of shares owned multiplied by the number of directors to be elected. This voting regime strengthens the voting power of minority shareholders because it enables shareholders to cast multiple votes for a single nominee. Lord Abbett believes that a shareholder or group of shareholders using this technique to elect a director may seek to have the director represent a narrow special interest rather than the interests of the broader shareholder population. Accordingly, we generally vote against cumulative voting proposals.

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9.	Confidential voting – In a confidential voting system, all proxies, ballots, and voting tabulations that identify individual shareholders are kept confidential. An open voting system, by contrast, gives management the ability to identify shareholders who oppose its proposals. Lord Abbett believes that confidential voting allows shareholders to vote without fear of retribution or coercion based on their views. Thus, we generally support proposals that seek to preserve shareholders’ anonymity.
10.	Reimbursing proxy solicitation expenses - Lord Abbett generally votes with management on shareholder proposals to require a company to reimburse reasonable expenses incurred by one or more shareholders in a successful proxy contest, and may consider factors including whether the board has a plurality or majority vote standard for the election of directors, the percentage of directors to be elected in the contest, and shareholders’ ability to cumulate their votes for the directors.
11.	Transacting other business – Lord Abbett believes that proposals to allow shareholders to transact other business at a meeting deprive other shareholders of sufficient time and information to carefully evaluate the relevant business issues and determine how to vote with respect to them. Therefore, Lord Abbett always votes against such proposals.

F. Social, Political, and Environmental Issues – Proposals relating to social, political, or environmental issues typically are initiated by shareholders and urge a company to disclose certain information or change certain business practices. Lord Abbett evaluates such proposals based on their effect on shareholder value rather than on their ideological merits. We generally follow management’s recommendation on social, political, and environmental proposals and tend to vote against proposals that are unduly burdensome or impose substantial costs on a company with no countervailing economic benefits to the company’s shareholders. Nonetheless, we pay particular attention to highly controversial issues, as well as instances where management has failed repeatedly to take corrective actions with respect to an issue.

G. Share Blocking – Certain foreign countries impose share blocking restrictions that would prohibit Lord Abbett from trading a company’s stock during a specified period before the company’s shareholder meeting. Lord Abbett believes that in these situations, the benefit of maintaining liquidity during the share blocking period outweighs the benefit of exercising our right to vote. Therefore, it is Lord Abbett’s general policy to not vote securities in cases where share blocking restrictions apply.

Amended: September 19, 2014

LAAF-13

03/15

LORD ABBETT AFFILIATED FUND, INC.

PART C

OTHER INFORMATION

Item 28. Exhibits.

(a)	(i) Articles of Incorporation, Articles of Amendment and Articles Supplementary to the Articles of Incorporation.  Incorporated by reference to Post-Effective Amendment No. 73 filed on March 2, 1998.
	(ii) Articles Supplementary to Articles of Incorporation dated January 27, 1998.  Incorporated by reference Post-Effective Amendment No. 89 filed on February 28, 2002.
	(iii) Articles Supplementary to Articles of Incorporation dated June 20, 2002.  Incorporated by reference to Post-Effective Amendment No. 90 filed on February 27, 2003.
	(iv) Articles Supplementary to Articles of Incorporation dated December 21, 2006.  Incorporated by reference Post-Effective Amendment No. 95 filed on February 28, 2007.
	(v) Articles Supplementary to Articles of Incorporation dated July 31, 2007. Incorporated by reference to Post-Effective Amendment No. 96 filed on September 12, 2007.
	(vi) Articles of Amendment to Articles of Incorporation dated August 30, 2007.  Incorporated by reference to Post-Effective Amendment No. 96 filed on September 12, 2007.
	(vii) Articles of Amendment to Articles of Incorporation dated November 7, 2014.  Filed herein.
(b)	By-Laws.  Amended and Restated By-Laws dated January 1, 2013. Incorporated by reference to Post-Effective Amendment No. 105 filed on February 27, 2013.
(c)	Instruments Defining Rights of Security Holders. Not applicable.
(d)	Investment Advisory Contracts. Management Agreement incorporated by reference to Post-Effective Amendment No. 101 filed on February 24, 2011.
(e)	Underwriting Contract. Distribution Agreement incorporated by reference to Post-Effective Amendment No. 89 filed on February 28, 2002.
(f)	Bonus or Profit Sharing Contracts. None.
(g)	Custodian Agreement. Custodian Agreement dated November 1, 2001 (including updated Exhibit A dated as of April 14, 2014). Filed herein.
(h)	Other Material Contracts.
	(i) Agency Agreement dated April 30, 2010, including amended Schedule A dated as of April 14, 2014.  Filed herein.
	(ii) Amendment to Agency Agreement dated April 30, 2010 (amended March 15, 2011). Incorporated by reference to Post-Effective Amendment No. 103 filed on February 27, 2012.
	(iii) Administrative Services Agreement dated December 12, 2002 (including amendments #1-21). Incorporated by reference to Post-Effective Amendment No. 107 filed on February 27, 2014.

	(iv) Amendment #22 to Administrative Service Agreement dated as of April 14, 2014. Filed herein.
(i)	Legal Opinion. Opinion 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 November 6, 2014 with Schedule A and Schedule B dated November 6, 2014. Filed herein.
(n)	Rule 18f-3 Plan. Amended and Restated Rule 18f-3 Plan with Schedule A as of November 6, 2014 pursuant to Rule 18f-3(d) under the Investment Company Act of 1940 with Schedule A dated November 6, 2014. Filed herein.
(m)	Reserved.
(p)	Code of Ethics dated October 2013. Incorporated by reference to Post-Effective Amendment No. 107 filed on February 27, 2014

Item 29. Persons Controlled by or Under Common Control with the Fund.

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 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 the 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 Underwriters.

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

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Equity Trust

Lord Abbett Global Fund, Inc.

Lord Abbett Investment Trust

Lord Abbett Mid Cap Stock Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett Securities Trust

Lord Abbett Series Fund, Inc.

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

(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	Positions and/or  Offices with	Positions and Offices
Business Address *	Lord Abbett Distributor LLC	with the Registrant
Daria L. Foster	Chief Executive Officer	President and Chief Executive Officer
Lawrence H. Kaplan	General Counsel	Vice President and Secretary
Joan A. Binstock	Chief Financial Officer and Operations Officer	Chief Financial Officer and Vice President
Joseph M. McGill	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 Investment Company Act of 1940, as amended (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 has 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 as of the 26^th day of February, 2015.

LORD ABBETT AFFILIATED FUND, INC.
BY:	/s/ Brooke A. Fapohunda
	Brooke A. Fapohunda
	Vice President and 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
E. Thayer Bigelow*	Chairman, and Director	February 26, 2015
E. Thayer Bigelow
Daria L. Foster*	President, CEO and Director	February 26, 2015
Daria L. Foster
Robert B. Calhoun Jr.*	Director	February 26, 2015
Robert B. Calhoun Jr.
Eric C. Fast*	Director	February 26, 2015
Eric C. Fast
Evelyn E. Guernsey *	Director	February 26, 2015
Evelyn E. Guernsey
Julie A. Hill*	Director	February 26, 2015
Julie A. Hill
Franklin W. Hobbs*	Director	February 26, 2015
Franklin W. Hobbs
James M. McTaggart*	Director	February 26, 2015
James M. McTaggart
James L .L. Tullis*	Director	February 26, 2015
James L. L. Tullis

*BY:	/s/ Brooke A. Fapohunda
	Brooke A. Fapohunda
	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, Brooke A. Fapohunda and John W. Ashbrook, 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/ E. Thayer Bigelow	Chairman and Director/Trustee	December 12, 2014
E. Thayer Bigelow
/s/ Daria L. Foster	President, CEO and Director/Trustee	December 12, 2014
Daria L. Foster
/s/ Robert B. Calhoun, Jr.	Director/Trustee	December 12, 2014
Robert B. Calhoun, Jr.
/s/ Eric C. Fast	Director/Trustee	December 12, 2014
Eric C. Fast
/s/ Evelyn E. Guernsey	Director/Trustee	December 12, 2014
Evelyn E. Guernsey
/s/ Julie A. Hill	Director/Trustee	December 12, 2014
Julie A. Hill
/s/ Franklin W. Hobbs	Director/Trustee	December 12, 2014
Franklin W. Hobbs
/s/ James M. McTaggart	Director/Trustee	December 12, 2014
James M. McTaggart
/s/ James L.L. Tullis	Director/Trustee	December 12, 2014
James L.L. Tullis

EXHIBIT A

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Equity Trust

Lord Abbett Global Fund, Inc.

Lord Abbett Investment Trust

Lord Abbett Mid Cap Stock Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett Securities Trust

Lord Abbett Series Fund, Inc.

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

EX-99.(A)(VII)

Exhibit 99(a)(vii)

ARTICLES SUPPLEMENTARY

TO

ARTICLES OF INCORPORATION

OF

LORD ABBETT AFFILIATED FUND, INC.

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

FIRST: The Corporation presently has authority to issue 4,900,000,000 shares of capital stock, of the par value $.001 each, having an aggregate par value of $4,900,000. The Board of Directors has previously classified and designated 2,900,000,000 authorized shares as Class A shares; 300,000,000 authorized shares as Class B shares; 300,000,000 authorized shares as Class C shares; 300,000,000 authorized shares as Class F shares; 300,000,000 authorized shares as Class I shares; 200,000,000 authorized shares as Class P shares; 300,000,000 authorized shares as Class R2 shares; and 300,000,000 authorized shares as Class R3 shares.

SECOND: In accordance with § 2-105(c) of the Maryland General Corporation Law, the number of shares of capital stock which the Corporation shall have authority to issue is hereby increased to 5,800,000,000, of the par value $.001 each, having an aggregate par value of $5,800,000.

THIRD: 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 the 900,000,000 newly authorized but unclassified and unissued shares as follows: 300,000,000 shares as Class R4 shares, 300,000,000 shares as Class R5 shares, and 300,000,000 shares as Class R6 shares.

FOURTH: Subject to the power of the Board of Directors to classify and reclassify unissued shares, all shares of the Corporation hereby classified as specified in Article Third above shall be invested in the same investment portfolio of the Corporation and 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.

FIFTH: Following the increase in authorized shares as specified in Article Second above and the classification of authorized but unclassified and unissued shares as specified in Article Third above, the Corporation has authority to issue 5,800,000,000 shares of capital stock, of the par value $.001 each, having an aggregate par value of $5,800,000. The authorized shares of the Corporation are classified and designated as follows: 2,900,000,000 authorized shares as Class A shares; 300,000,000 authorized shares as Class B shares; 300,000,000 authorized shares as Class C shares; 300,000,000 authorized shares as Class F shares; 300,000,000 authorized shares as Class I shares; 200,000,000 authorized shares as Class P shares; 300,000,000 authorized shares as Class R2 shares; 300,000,000 authorized shares as Class R3 shares, 300,000,000 shares as Class R4 shares, 300,000,000 shares as Class R5 shares, and 300,000,000 shares as Class R6 shares.

SIXTH: 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 the Maryland General Corporation Law. The shares of stock of the Corporation hereby classified as specified in Article Third above have been duly classified by the Board of Directors under the authority contained in the Articles.

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SEVENTH: Pursuant to § 2-208.1(d)(2) of the Maryland General Corporation Law, the articles supplementary to the Articles set forth herein shall become effective on November 12, 2014.

IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in its name and on its behalf by its Vice President and Secretary and witnessed by its Vice President and Assistant Secretary on November 7, 2014.

	LORD ABBETT AFFILIATED FUND, INC.
	By:	/s/ Lawrence H. Kaplan
		Lawrence H. Kaplan
		Vice President and Secretary
WITNESS:
/s/ Brooke A. Fapohunda
Brooke A. Fapohunda
Vice President and Assistant Secretary

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THE UNDERSIGNED, Vice President and Secretary of LORD ABBETT AFFILIATED 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 and Secretary

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EX-99.(G)

Exhibit 99(g)

Custodian and Investment Accounting Agreement

This Agreement between Each Legal Entity Listed on Exhibit A Hereto, each a business trust or corporation organized and existing under the laws of the jurisdiction indicated on Exhibit A (each a “Fund”), and State Street Bank and Trust Company, a Massachusetts trust company (“State Street”),

Witnesseth:

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

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

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

Section 1.     Appointment of State Street as Custodian and Recordkeeper. Each Fund hereby appoints State Street as the custodian of the assets of the Portfolios of the Fund, including securities which the Fund, on behalf of the applicable Portfolio, desires to be held in places within the United States (“domestic securities”) and securities it desires to be held outside the United States (“foreign securities”). The Fund, on behalf of the Portfolio(s), agrees to deliver to State Street all securities and cash of the Portfolios, and all payments of income, payments of principal or capital distributions received by it with respect to all securities owned by the Portfolio(s) from time to time, and the cash consideration received by it for such new or treasury shares of beneficial interest of the Fund representing interests in the Portfolios (“Shares”) as may be issued or sold from time to time. State Street shall not be responsible for any property of a Portfolio held or received by the Portfolio and not delivered to State Street.

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

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

Section 2. Duties of State Street with Respect to Property of Each Fund Held By State Street in the United States

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

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

1)	Upon sale of such securities for the account of the Portfolio and receipt of payment therefor;
2)	Upon the receipt of payment in connection with any repurchase agreement related to such securities entered into by the Portfolio;
3)	In the case of a sale effected through a U.S. Securities System, in accordance with the provisions of Section 2.8 hereof;
4)	To the depository agent in connection with tender or other similar offers for securities of the Portfolio;
5)	To the issuer thereof or its agent when such securities are called, redeemed, retired or otherwise become payable; provided that, in any such case, the cash or other consideration is to be delivered to State Street;
6)	To the issuer thereof, or its agent, for transfer into the name of the Portfolio or into the name of any nominee or nominees of State Street or into the name or nominee name of any agent appointed pursuant to Section 2.7 or into the name or nominee name of any sub-custodian appointed pursuant to Section 1; or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units; provided that, in any such case, the new securities are to be delivered to State Street;
7)	Upon the sale of such securities for the account of the Portfolio, to the broker or its clearing agent, against a receipt, for examination in accordance with “street delivery” custom; provided that in any such case, State Street shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from State Street’s own negligence or willful misconduct;
8)	For exchange or conversion pursuant to any corporate action, including without limitation, any calls for redemption, tender or exchange offers, declarations, record and payment dates and amounts of any dividends or income, plan of merger, consolidation, recapitalization, reorganization, readjustment, split-up of shares, changes of par value, or conversion (“Corporate Action”) of the securities of the

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	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.

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

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

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

Section 2.6     Payment of Fund Monies. Upon receipt of Proper Instructions on behalf of the applicable Portfolio, which may be continuing instructions when deemed appropriate by the parties, State Street shall pay out monies of a Portfolio in the following cases only:

1) Upon the purchase of domestic securities, options, futures contracts or options on futures contracts for the account of the Portfolio but only (a) against the delivery of such securities or evidence of title to such options, futures contracts or options on futures contracts to State Street (or any bank, banking firm or trust company doing business in the United States or abroad which is qualified under the 1940 Act to act as a custodian and has been designated by State Street as its agent for this purpose)

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	registered in the name of the Portfolio or in the name of a nominee of State Street referred to in Section 2.3 hereof or in proper form for transfer; (b) in the case of a purchase effected through a U.S. Securities System, in accordance with the conditions set forth in Section 2.8 hereof; (c) in the case of repurchase agreements entered into between the Fund on behalf of the Portfolio and State Street, or another bank, or a broker-dealer which is a member of NASD, (i) against delivery of the securities either in certificate form or through an entry crediting State Street’s account at the Federal Reserve Bank with such securities or (ii) against delivery of the receipt evidencing purchase by the Portfolio of securities owned by State Street along with written evidence of the agreement by State Street to repurchase such securities from the Portfolio; or (d) for transfer to a time deposit account of the Fund in any bank, whether domestic or foreign; such transfer may be effected prior to receipt of a confirmation from a broker and/or the applicable bank pursuant to Proper Instructions from the Fund as defined herein;
2)	In connection with conversion, exchange or surrender of securities owned by the Portfolio as set forth in Section 2.2 hereof;
3)	For the redemption or repurchase of Shares issued as set forth in Section 5 hereof;
4)	For the payment of any expense or liability incurred by the Portfolio, including but not limited to the following payments for the account of the Portfolio:  interest, taxes, management, accounting, transfer agent and legal fees, and operating expenses of the Fund whether or not such expenses are to be in whole or part capitalized or treated as deferred expenses;
5)	For the payment of any dividends on Shares declared pursuant to the governing documents of the Fund;
6)	For payment of the amount of dividends received in respect of securities sold short; and
7)	For any proper corporate other purpose, but only upon receipt of Proper Instructions from the Fund on behalf of the Portfolio specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

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

Section 2.8     Deposit of Fund Assets in U.S. Securities Systems. State Street may deposit and/or maintain securities owned by a Portfolio in a U.S. Securities System subject to the following provisions:

1) State Street may keep securities of the Portfolio in a U.S. Securities System provided that such securities are represented in an account of State Street in the U.S. Securities System (the “U.S. Securities System Account”) which account shall not include any

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	assets of State Street other than assets held as a fiduciary, custodian or otherwise for customers;
2)	The records of State Street with respect to securities of the Portfolio which are maintained in a U.S. Securities System shall identify by book-entry those securities belonging to the Portfolio;
3)	State Street shall pay for securities purchased for the account of the Portfolio upon (i) receipt of advice from the U.S. Securities System that such securities have been transferred to the U.S. Securities System Account, and (ii) the making of an entry on the records of State Street to reflect such payment and transfer for the account of the Portfolio.  State Street shall transfer securities sold for the account of the Portfolio upon (i) receipt of advice from the U.S. Securities System that payment for such securities has been transferred to the U.S. Securities System Account, and (ii) the making of an entry on the records of State Street to reflect such transfer and payment for the account of the Portfolio.  Copies of all advices from the U.S. Securities System of transfers of securities for the account of the Portfolio shall identify the Portfolio, be maintained for the Portfolio by State Street and be provided to the Fund at its request.  Upon request, State Street shall furnish the Fund on behalf of the Portfolio confirmation of each transfer to or from the account of the Portfolio in the form of a written advice or notice and shall furnish to the Fund on behalf of the Portfolio copies of daily transaction sheets reflecting each day’s transactions in the U.S. Securities System for the account of the Portfolio;
4)	State Street shall provide the Fund with any report obtained by State Street on the U.S. Securities System’s accounting system, internal accounting control and procedures for safeguarding securities deposited in the U.S. Securities System;
5)	Anything to the contrary in this Agreement notwithstanding, State Street shall be liable to the Fund for the benefit of the Portfolio for any loss or damage to the Portfolio resulting from use of the U.S. Securities System by reason of any negligence, misfeasance or misconduct of State Street or any of its agents or of any of its or their employees or from failure of State Street or any such agent to enforce effectively such rights as it may have against the U.S. Securities System; at the election of the Fund, it shall be entitled to be subrogated to the rights of State Street with respect to any claim against the U.S. Securities System or any other person which State Street may have as a consequence of any such loss or damage if and to the extent that the Portfolio has not been made whole for any such loss or damage.

Section 2.9     Segregated Account. State Street shall upon receipt of Proper Instructions on behalf of each applicable Portfolio establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by State Street pursuant to Section 2.8 hereof, (i) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, State Street and a broker-dealer registered under the Exchange Act and a member of the NASD (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the CFTC or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (ii) for purposes of segregating cash or government securities in connection with options purchased, sold or written by the Portfolio or commodity futures contracts or

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options thereon purchased or sold by the Portfolio, (iii) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission (the “SEC”), or interpretative opinion of the staff of the SEC, relating to the maintenance of segregated accounts by registered investment companies, and (iv) for any other proper corporate purpose upon receipt of Proper Instructions from the Fund on behalf of the applicable Portfolio.

Section 2.10     Ownership Certificates for Tax Purposes. State Street shall execute ownership and other certificates and affidavits for all federal and state tax purposes in connection with receipt of income or other payments with respect to domestic securities of each Portfolio held by it and in connection with transfers of securities.

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

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

Section 3. Provisions Relating to Rules 17f-5 and 17f-7

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

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

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

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

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

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

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

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

Section 3.2.     State Street as Foreign Custody Manager.

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

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

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

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

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3.2.3      Scope of Delegated Responsibilities:

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

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

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

3.2.4     Guidelines for the Exercise of Delegated Authority. For purposes of this Section 3.2, the Board of the applicable Fund, or the Fund’s investment adviser, shall be deemed to have considered and determined to accept such Country Risk as is incurred by placing and maintaining the Foreign Assets in each country for which State Street is serving as Foreign Custody Manager of the Portfolios.

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

3.2.6     Standard of Care as Foreign Custody Manager of a Portfolio. In performing the responsibilities delegated to it, the Foreign Custody Manager agrees to exercise reasonable care, prudence and diligence such as a person having responsibility for the safekeeping of assets of management investment companies registered under the 1940 Act would exercise.

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

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

Section 3.3     Eligible Securities Depositories.

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

3.3.2     Standard of Care. State Street agrees to exercise reasonable care, prudence and diligence in performing the duties set forth in Section 3.3.1.

Section 4. Duties of State Street with Respect to Property of the Portfolios Held Outside the United States

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

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

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

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

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

Section 4.4.     Transactions in Foreign Custody Account.

4.4.1.     Delivery of Foreign Assets. State Street or a Foreign Sub-Custodian shall release and deliver foreign securities of the Portfolios held by State Street or such Foreign Sub-Custodian, or in a Foreign Securities System account, only upon receipt of Proper Instructions, which

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may be continuing instructions when deemed appropriate by the parties, and only in the following cases:

(i)	upon the sale of such foreign securities for the Portfolio in accordance with commercially reasonable market practice in the country where such foreign securities are held or traded, including, without limitation: (A) delivery against expectation of receiving later payment; or (B) in the case of a sale effected through a Foreign Securities System, in accordance with the rules governing the operation of the Foreign Securities System;
(ii)	in connection with any repurchase agreement related to foreign securities;
(iii)	to the depository agent in connection with tender or other similar offers for foreign securities of the Portfolios;
(iv)	to the issuer thereof or its agent when such foreign securities are called, redeemed, retired or otherwise become payable;
(v)	to the issuer thereof, or its agent, for transfer into the name of State Street (or the name of the respective Foreign Sub-Custodian or of any nominee of State Street or such Foreign Sub-Custodian) or for exchange for a different number of bonds, certificates or other evidence representing the same aggregate face amount or number of units;
(vi)	to brokers, clearing banks or other clearing agents for examination or trade execution in accordance with market custom; provided that in any such case the Foreign Sub-Custodian shall have no responsibility or liability for any loss arising from the delivery of such securities prior to receiving payment for such securities except as may arise from the Foreign Sub-Custodian’s own negligence or willful misconduct;
(vii)	for exchange or conversion pursuant to any plan of merger, consolidation, recapitalization, reorganization or readjustment of the securities of the issuer of such securities, or pursuant to provisions for conversion contained in such securities, or pursuant to any deposit agreement;
(viii)	in the case of warrants, rights or similar foreign securities, the surrender thereof in the exercise of such warrants, rights or similar securities or the surrender of interim receipts or temporary securities for definitive securities;
(ix)	for delivery as security in connection with any borrowing by the Portfolios requiring a pledge of assets by the Portfolios;
(x)	in connection with trading in options and futures contracts, including delivery as original margin and variation margin;
(xi)	in connection with the lending of foreign securities; and
(xii)	for any other proper corporate purpose, but only upon receipt of Proper Instructions specifying the foreign securities to be delivered and naming the person or persons to whom delivery of such securities shall be made.

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

(i)	upon the purchase of foreign securities for the Portfolio, unless otherwise directed by Proper Instructions, by (A) delivering money to the seller thereof or to a dealer therefor (or an agent for such seller or dealer) against expectation of receiving later delivery of such foreign securities; or (B) in the case of a purchase effected through a Foreign Securities System, in accordance with the rules governing the operation of such Foreign Securities System;
(ii)	in connection with the conversion, exchange or surrender of foreign securities of the Portfolio;
(iii)	for the payment of any expense or liability of the Portfolio, including but not limited to the following payments:  interest, taxes, investment advisory fees, transfer agency fees, fees under this Agreement, legal fees, accounting fees, and other operating expenses;
(iv)	for the purchase or sale of foreign exchange or foreign exchange contracts for the Portfolio, including transactions executed with or through State Street or its Foreign Sub-Custodians;
(v)	in connection with trading in options and futures contracts, including delivery as original margin and variation margin;
(vi)	for payment of part or all of the dividends received in respect of securities sold short;
(vii)	in connection with the borrowing or lending of foreign securities; and
(viii)	for any other proper corporate purpose, but only upon receipt of Proper Instructions specifying the amount of such payment and naming the person or persons to whom such payment is to be made.

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

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

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

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

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

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

Section 4.9.      Communications Relating to Foreign Securities. State Street shall transmit promptly to each Fund written information with respect to Corporate Actions received by State Street via the Foreign Sub-Custodians from issuers of the foreign securities being held for the account of the Portfolios. With respect to tender or exchange offers, State Street shall transmit promptly to a Fund written information with respect to materials so received by State Street from issuers of the foreign securities whose tender or exchange is sought or from the party (or its agents) making the tender or exchange offer. Absent State Street’s negligence, misfeasance, or misconduct, State Street shall not be liable for any untimely exercise of any action, right or power in connection with a Corporate Action unless (i) State Street or the respective Foreign Sub-Custodian is in actual possession of such foreign securities or property and (ii) State Street receives Proper Instructions with regard to the Corporate Action, and both (i) and (ii) occur at least three business days prior to the date on which State Street is to take action to exercise such right or power.

Section 4.10.      Liability of Foreign Sub-Custodians. Each agreement pursuant to which State Street appoints a Foreign Sub-Custodian shall, to the extent possible, require the Foreign Sub-Custodian to exercise reasonable care in the performance of its duties, and to indemnify, and hold harmless, State Street from and against any loss, damage, cost, expense, liability or claim arising out

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of or in connection with the Foreign Sub-Custodian’s performance of such obligations. At the Fund’s election, the Portfolios shall be entitled to be subrogated to the rights of State Street with respect to any claims against a Foreign Sub-Custodian as a consequence of any such loss, damage, cost, expense, liability or claim if and to the extent that the Portfolios have not been made whole for any such loss, damage, cost, expense, liability or claim.

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

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

Section 5.      Payments for Sales or Repurchases or Redemptions of Shares. State Street shall receive from the distributor for the Shares or from the Transfer Agent and deposit into the account of the appropriate Portfolio such payments as are received for Shares thereof issued or sold from time to time by the Fund. State Street will provide timely notification to the Fund on behalf of each such Portfolio and the Transfer Agent of any receipt by it of payments for Shares of such Portfolio.

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

Section 6.      Proper Instructions. Proper Instructions as used throughout this Agreement means a writing signed or initialed by one or more person or persons as the Board shall have from time to time authorized. Each such writing shall set forth the specific transaction or type of transaction involved, including a specific statement of the purpose for which such action is requested. Each Fund shall provide State Street with a list of persons authorized to give oral instructions. Oral instructions will be considered Proper Instructions if State Street reasonably believes them to have been given by a person authorized to give such instructions with respect to the transaction involved. State Street shall give a Fund prompt notice of the receipt of an oral instruction and the Fund shall cause all oral instructions to be confirmed in writing. Proper Instructions may include

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communications effected directly between electro-mechanical or electronic devices provided that each Fund and State Street agree to security procedures, including but not limited to, the security procedures selected by a Fund in the Funds Transfer Addendum attached hereto. For purposes of this Section, Proper Instructions shall include instructions received by State Street pursuant to any three-party agreement which requires a segregated asset account in accordance with Section 2.10.

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

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

Section 9. Duties of State Street with Respect to the Books of Account and Calculation of Net Asset Value and Net Income

Section 9.1 Delivery of Accounts and Records. Fund will turn over or cause to be turned over to State Street all accounts and records needed by State Street to perform its duties and responsibilities hereunder fully and properly. State Street may rely conclusively on the completeness and correctness of such accounts and records.

Section 9.2 Accounts and Records. State Street will prepare and maintain, under the direction of and as interpreted by each Fund, each Fund’s or Portfolio’s accountants and/or other advisors, in complete, accurate and current form such accounts and records: (1) required to be maintained by a Fund with respect to portfolio transactions under Section 31(a) of the 1940 Act and the rules and regulations from time to time adopted thereunder; (2) required as a basis for calculation of each Portfolio’s net asset value; and (3) as otherwise agreed upon by the parties. Fund will advise State Street in writing of all applicable record retention requirements, other than those set forth in the 1940 Act. State Street will preserve such accounts and records in the manner and for the periods prescribed in the 1940 Act or for such longer period as is agreed upon by the parties. Each Fund will furnish, in writing or its electronic or digital equivalent, accurate and timely information needed by State Street to complete such accounts and records when such information is not readily available from generally accepted securities industry services or publications. Upon notification from State Street, a Fund will prepare and maintain the books and records as set forth above on a “back-up” basis from the date hereof until completion of the conversion period in the event that State Street is unable to do so as a result of events or circumstances beyond the reasonable control of State Street, including, without limitation, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts.

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

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

Section 9.5     Valuation of Assets. State Street will value the assets of each Portfolio in accordance with a Fund’s Instructions utilizing the pricing sources designated by that Fund (“Pricing Sources”) on the Price Source and Methodology Authorization Matrix, incorporated herein by this reference.

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

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

Section 12.     Reports to Fund by Independent Public Accountants State Street shall provide each Fund, on behalf of each of the applicable Portfolios at such times as the Fund may reasonably require, with reports by independent public accountants on the accounting system, internal accounting control and procedures for safeguarding securities, futures contracts and options on futures contracts, including securities deposited and/or maintained in a U.S. Securities System or a Foreign Securities System, relating to the services provided by State Street under this Agreement; such reports, shall be of sufficient scope and in sufficient detail, as may reasonably be required by a

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Fund to provide reasonable assurance that any material inadequacies would be disclosed by such examination, and, if there are no such inadequacies, the reports shall so state.

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

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

Except as may arise from State Street’s own negligence or willful misconduct or the negligence or willful misconduct of a sub-custodian or agent, State Street shall be without liability to a Fund for any loss, liability, claim or expense resulting from or caused by; (i) events or circumstances beyond the reasonable control of State Street or any sub-custodian or Securities System or any agent or nominee of any of the foregoing, including, without limitation, the interruption, suspension or restriction of trading on or the closure of any securities market, power or other mechanical or technological failures or interruptions, computer viruses or communications disruptions, work stoppages, natural disasters, or other similar events or acts; (ii) errors by the Fund or its duly-authorized investment manager or investment advisor in their instructions to State Street provided such instructions have been in accordance with this Agreement; (iii) the insolvency of or acts or omissions by a Securities System; (iv) any delay or failure of any broker, agent or intermediary, central bank or other commercially prevalent payment or clearing system to deliver to State Street’s sub-custodian or agent securities purchased or in the remittance or payment made in connection with securities sold; (v) any delay or failure of any company, corporation, or other body in charge of registering or transferring securities in the name of State Street, the Fund, State Street’s sub-custodians, nominees or agents or any consequential losses arising out of such delay or failure to transfer such securities including non-receipt of bonus, dividends and rights and other accretions or benefits; (vi) delays or inability to perform its duties due to any disorder in market infrastructure with respect to any particular security or Securities System; and (vii) any provision of any present or future law or regulation or order of the United States of America, or any state thereof, or any other country, or political subdivision thereof or of any court of competent jurisdiction.

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

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

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

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

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

State Street agrees to maintain commercially reasonable back-up and disaster recovery procedures and plans designed to minimize any loss of data or service interruption. Such procedures and plans include each Fund’s provision of certain services as set forth more specifically in Section 9.2 above.

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

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

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

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

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

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

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

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

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Section 18.     Massachusetts Law to Apply. This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of The Commonwealth of Massachusetts.

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

Section 20.     Notices. 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:		Fund Name
		90 Hudson Street
		Jersey City, NY  07302-3972
		Attention: Tracie Richter
		Telephone: 201 395-2118
		Telecopy:  201-395-3118
To State Street:	State Street Bank and Trust Company
		801 Pennsylvania Avenue
		Kansas City, MO  64105
		Attention:  Vice President, Custody
		Telephone: 816-871-9478
		Telecopy: 816-871-9648

Such notice, instruction or other instrument shall be deemed to have been served in the case of a registered letter at the expiration of five business days after posting, in the case of cable twenty-four hours after dispatch and, in the case of telex, immediately on dispatch and if delivered outside normal business hours it shall be deemed to have been received at the next time after delivery when normal business hours commence and in the case of cable, telex or telecopy on the business day after the receipt thereof. Evidence that the notice was properly addressed, stamped and put into the post shall be conclusive evidence of posting.

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

Section 22.     Remote Access Services Addendum. State Street and each Fund agree to be bound by the terms of the Remote Access Services Letter, incorporated herein by this reference.

Section 23.     No Assignment. Neither a Fund nor State Street shall assign any rights or obligations under this Agreement to any other party without the written consent to such assignment signed by both the Fund and State Street. State Street further agrees that its Kansas City location will

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be primarily responsible for the performance of the services rendered hereunder unless the Fund agrees otherwise.

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

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

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

NO [X]     State Street is not authorized to release the Fund’s name, address, and share positions.

Section 26.     Liability of Portfolios Several and not Joint. The obligations of a Portfolio under this Agreement are enforceable solely against that Portfolio and its assets

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

On behalf of each of the Legal Entities
listed on Exhibit A, attached hereto			signature attested to By:
By:	/s/ Joan A. Binstock		By:	/s/ Tracie E. Richter
Name:		Joan A. Binstock	Name:		Tracie E. Richter
Title:		Vice President	Title:		Vice President
State Street Bank and Trust Company			Signature attested to By:
By:	/s/ W. Andrew Fry		By:	/s/ Stephen Hilliard
Name: W. Andrew Fry			Name:		Stephen Hilliard
Title: Senior Vice President			Title:		Senior Vice President

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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	The Hongkong and Shanghai	--
of China	Banking Corporation Limited,
	Shanghai and Shenzhen branches
Colombia	Cititrust Colombia S.A.	--
	Sociedad Fiduciaria

Costa Rica	Banco BCT S.A.	--
Croatia	Privredna Banka Zagreb d.d	--
Cyprus	The Cyprus Popular Bank Ltd.	--
Czech Republic	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
Jamaica	Scotiabank Jamaica Trust and Merchant	--
	Bank Ltd.
Japan	The Fuji Bank, Limited	Japan Securities Depository
		Center
	Sumitomo Bank, Ltd.
Jordan	British Bank of the Middle East	--
	(as delegate of The Hongkong and
	Shanghai Banking Corporation Limited)
Kenya	Barclays Bank of Kenya Limited	--
Republic of Korea	The Hongkong and Shanghai Banking
	Corporation Limited
Latvia	JSC Hansabank-Latvija	--

Lebanon	British Bank of the Middle East
	(as delegate of The Hongkong and
	Shanghai Banking Corporation Limited)
Lithuania	Vilniaus Bankas AB	--
Malaysia	Standard Chartered Bank	--
	Malaysia Berhad
Mauritius	The Hongkong and Shanghai	--
	Banking Corporation Limited
Mexico	Citibank Mexico, S.A.	--
Morocco	Banque Commerciale du Maroc	--
Namibia	(via) Standard Bank of South Africa	--
The Netherlands	MeesPierson N.V.	--
New Zealand	ANZ Banking Group	--
	(New Zealand) Limited
Norway	Christiania Bank og	--
	Kreditkasse
Oman	British Bank of the Middle East	--
	(as delegate of The Hongkong and
	Shanghai Banking Corporation Limited)
Pakistan	Deutsche Bank AG	--
Peru	Citibank, N.A.	--
Philippines	Standard Chartered Bank	--
Poland	Citibank (Poland) S.A.	--
	Bank Polska Kasa Opieki S.A.
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 Hongkong and Shanghai	--
	Banking Corporation Limited
Swaziland	Standard Bank Swaziland Limited	--
Sweden	Skandinaviska Enskilda Banken	--
Switzerland	UBS AG	--
Taiwan - R.O.C.	Central Trust of China	--
Thailand	Standard Chartered Bank	--

Trinidad & Tobago	Republic Bank Limited	--
Tunisia	Banque Internationale Arabe de Tunisie	--
Turkey	Citibank, N.A.	--
	Ottoman Bank
Ukraine	ING Bank, Ukraine	--
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)

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	Shanghai Securities Central Clearing and
of China	Registration Corporation
	Shenzhen Securities Central Clearing
	Co., Ltd.
Costa Rica	Central de Valores S.A. (CEVAL)
Croatia	Ministry of Finance
	National Bank of Croatia

Czech Republic	Stredisko cenných papírů
	Czech National Bank
Denmark	Værdipapircentralen  (the Danish
	Securities Center)
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
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
Poland	The National Depository of Securities
	(Krajowy Depozyt Papierów Wartościowych)
	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
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

SCHEDULE C

MARKET INFORMATION

Publication/Type of Information	Brief Description
(Frequency)
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.

EXHIBIT A

Amended as of April 14, 2014¹

ENTITY AND SERIES	TYPE OF ENTITY	JURISDICTION
Lord Abbett Affiliated Fund, Inc.	Corporation	Maryland
Lord Abbett Bond-Debenture Fund, Inc.	Corporation	Maryland
Lord Abbett Developing Growth Fund, Inc.	Corporation	Maryland
Lord Abbett Equity Trust	Statutory Trust	Delaware
Lord Abbett Calibrated Large Cap Value Fund
Lord Abbett Calibrated Mid Cap Fund Value Fund
Lord Abbett Global Fund, Inc.	Corporation	Maryland
Lord Abbett Emerging Markets Corporate Debt Fund Lord Abbett Emerging Markets Currency Fund
Lord Abbett Emerging Markets Local Bond Fund Lord Abbett Multi-Asset Global Opportunity Fund
Lord Abbett Investment Trust	Statutory Trust	Delaware
Lord Abbett Convertible Fund
Lord Abbett Core Fixed Income Fund
Lord Abbett Diversified Equity Strategy Fund
Lord Abbett Floating Rate Fund
Lord Abbett High Yield Fund
Lord Abbett Income Fund
Lord Abbett Inflation Focused Fund
Lord Abbett Multi-Asset Balanced Opportunity Fund
Lord Abbett Multi-Asset Growth Fund
Lord Abbett Multi-Asset Income Fund
Lord Abbett Short Duration Income Fund
Lord Abbett Total Return Fund
Lord Abbett Mid Cap Stock Fund, Inc.	Corporation	Maryland
Lord Abbett Municipal Income Fund, Inc.	Corporation	Maryland
Lord Abbett AMT Free Municipal Bond Fund
Lord Abbett California Tax-Free Income Fund
Lord Abbett High Yield Municipal Bond Fund
Lord Abbett Intermediate Tax-Free 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 Short Duration Tax Free Fund
Lord Abbett Research Fund, Inc.	Corporation	Maryland
Lord Abbett Calibrated Dividend Growth Fund
Lord Abbett Growth Opportunities Fund
Small-Cap Value Series
Lord Abbett Securities Trust	Statutory Trust	Delaware
Lord Abbett Alpha Strategy Fund
Lord Abbett Fundamental Equity Fund
Lord Abbett Growth Leaders Fund
Lord Abbett International Core Equity Fund
Lord Abbett International Dividend Income Fund

¹         As amended to reflect that effective April 14, 2014, the addition of Short Duration Income Portfolio as a series of Lord Abbett Series Fund, Inc.

Lord Abbett International Opportunities 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
Bond-Debenture Portfolio
Calibrated Dividend Growth Portfolio
Classic Stock Portfolio
Developing Growth Portfolio
Fundamental Equity Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Core Equity Portfolio
International Opportunities Portfolio
Mid Cap Stock Portfolio
Short Duration Income Portfolio
Total Return Portfolio
Value Opportunities Portfolio
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.	Corporation	Maryland

EX-99.(H)(I)

Exhibit 99(h)(i)

AGENCY AGREEMENT

THIS AGREEMENT made the 30^th day of April, 2010 (the “Effective Date”), by and among each of the funds within the Lord Abbett Family of Funds, each of such funds to be listed on Schedule A hereto as amended from time to time upon the mutual agreement of the parties, (each, a “Fund” and collectively, the “Funds”), and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11^th Street, 5^th Floor, Kansas City, Missouri 64105 (“DST”):

WITNESSETH:

WHEREAS, DST has provided to the Funds certain services pursuant to that certain Agency Agreement mutually executed by the Funds and DST on July 1, 2004, as amended and supplemented from time to time (the “Prior Agreement”); and

WHEREAS, the Funds and DST mutually desire to execute this Agreement to set forth the terms pursuant to which each Fund appoints DST to be the Fund’s transfer agent, dividend disbursing agent and agent for certain related services (the “Transfer Agent and Dividend Disbursing Agent”) and to perform the services as defined on Schedule B hereto (collectively, the “Services”); and

WHEREAS, the parties intend that this Agreement shall supersede the Prior Agreement and, upon execution hereto, the Prior Agreement shall be deemed by the Funds and DST as terminated and of no further force and effect, and the rights and obligations of the Funds and DST with respect to the Services and related matters shall be as set forth under this Agreement, as may be amended by the parties from time to time; and

WHEREAS, the Funds desires to appoint DST as Transfer Agent and Dividend Disbursing Agent, and DST desires to accept such appointment;

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

1.	Documents to be Filed with Appointment.
	In connection with the appointment of DST as Transfer Agent and Dividend Disbursing Agent for the Funds, the Funds shall provide DST with the following documents:

A.

A certified copy of the resolutions of the Board of Directors/Trustees, as appropriate, of the Funds appointing DST as Transfer Agent and Dividend Disbursing Agent, approving the form of this Agreement, and designating certain persons to sign stock certificates, if any, and give written instructions and requests on behalf of the Funds;

B.

DST acknowledges that in connection with the Prior Agreement, each Fund has previously filed with DST on or prior to the Effective Date the following documentation and each Fund hereby represents and warrants that each and all such documentation previously filed and any additional documentation provided by the Funds to DST contemporaneously with the execution of this Agreement remains true, accurate, complete and in full force and effect:

(1)	A certified copy of the Articles of Incorporation or Agreement and Declaration of Trust, as the case may be, of the Fund and all amendments thereto (the “Charter Documents”);
(2)	A certified copy of the Bylaws of the Fund;
(3)	Copies of registration statements on Form N-1A and amendments thereto (“Registration Statements”), filed with the U.S. Securities and Exchange Commission (the “SEC”);
(4)	Specimens of all forms of outstanding stock certificates, if any, in the forms approved by the Board of Directors or Board of Trustees, as the case may be (each, a “Board of Directors”), of the Fund, with a certificate of the Secretary or Assistant Secretary, evidencing such approval;
(5)	Specimens of the signatures of the officers of the Fund and individuals authorized to sign written instructions and requests; and
(6)	An opinion of counsel for the Fund with respect to:

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

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(ii)	The status under the Securities Act of 1933, as amended, (the “1933 Act”) and any other applicable federal or state statute of all shares of the Funds covered by the appointment of DST; and
(iii)	That all issued shares are, and all unissued shares will be, when issued, validly issued, fully paid and nonassessable.

C.

The Funds will promptly file with DST copies of all material amendments to the Charter Documents and Bylaws made after the date of this Agreement.

D.

The required copies of the Charter Documents of the Funds and copies of all amendments thereto will be certified by the applicable Secretary of State (or other appropriate official), and if such Charter Documents and amendments are required by law to be also filed with a county, city or other officer of official body, a certificate of such filing will appear on the certified copy submitted to DST.  A copy of the order or consent of each governmental or regulatory authority required by law to the issuance of the stock will be certified by the Secretary or Clerk of such governmental or regulatory authority, under proper seal of such authority.  The certified copy of the Bylaws and copies of all amendments thereto, and copies of resolutions of the Board of Directors of the Fund, will be certified by the Secretary or an Assistant Secretary of the Fund.

2.	Certain Representations and Warranties of DST.
	DST represents and warrants to the Fund 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 by its Articles of Incorporation and Bylaws to enter into and perform the Services contemplated in this Agreement;
D.	It is registered as a transfer agent to the extent required under the Securities Exchange Act of 1934, as amended (the “1934 Act”) such registration has not been revoked, suspended or otherwise the subject of any proceeding before the SEC, and DST shall continue to maintain such registration as a transfer agent during the Term.  DST will

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	promptly notify the Funds in writing in the event of any material change in DST’s status as a registered transfer agent.  Should DST 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 DST, immediately terminate this Agreement;
E.	All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement;
F.	It has and will continue to have and maintain any systems, operations, facilities and equipment, and sufficient and valid license (or other legally enforceable rights) in all software, necessary to perform its duties and obligations under this Agreement; and
G.	It has, and will continue to have and maintain, the necessary personnel to perform the Services contemplated under this Agreement, and such personnel shall have and maintain in good standing during the term of this Agreement all required certificates, licenses or registrations related to their responsibilities in performing the Services; provided, however, that nothing in this Agreement is intended to, nor shall it, require DST to register its personnel with any self-regulatory organizations, unless such registration becomes required under law directly applicable to DST as a result of its registration as a transfer agent under the federal securities laws.

3.	Certain Representations and Warranties of the Funds.
	Each Fund represents and warrants to DST that:

A.	It is a Maryland corporation or Delaware statutory trust duly organized and existing and in good standing under the laws of the State of Maryland or Delaware, as the case may be;
B.	It is an open-end diversified management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”);
C.	A registration statement under the 1933 Act has been filed and will be effective with respect to all shares of the Fund being offered for sale;

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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 registration will be effective at all times shares are offered for sale in such state; and
E.	Each Fund is empowered under laws applicable to it and by its Charter Documents and/or its Bylaws to enter into and perform this Agreement;

4. Certain Covenants of DST and the Funds.

A.

All requisite steps will be taken by the Funds from time to time when and as necessary to register the Fund’s shares for sale in all states in which the Fund’s shares shall at the time be offered for sale and require registration.  If at any time the Fund receives a notice or becomes aware of any stop order or other proceeding in any such state affecting the registration or the sale of the Fund’s shares, or any stop order or other proceeding under the federal securities laws affecting the sale of the Fund’s shares issues, the Fund will give prompt notice thereof to DST.

B.

Any new series of the Funds, and any registrant that is registered as an open-end investment management company under the 1940 Act for which Lord, Abbett & Co. LLC, the Funds’ investment manager (the “Investment Manager”) (including any subsidiary, parent, affiliate or successor entity of the Investment Manager), serves as the sponsor and investment manager or investment adviser, shall be added to this Agreement by executing and delivering to DST a document accepting this Agreement  (including giving effect to all Amendments that have become effective after the Execution Date), together with such documentation as is described by Section 1.B and any other appropriate documentation.  The appointment of DST on behalf of any new fund or any new series of a Fund shall become effective and such new fund or series shall be added to the TA2000 System upon at least ten (10) business days’ prior written notice to DST after DST’s receipt of such counterpart executed by such new fund or new series of a Fund together with such documentation as is described by Section 1.B and any other appropriate documentation, provided (i) that the requirements of the new series generally are consistent with the Services then being provided by DST under this Agreement, or,(ii) if not so consistent provided that TA2000 as then constituted can properly provide all the Services required by such new fund or series.  If neither of the foregoing is correct, then such new fund or series shall be added to the TA2000 System

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	ten (10) business days after any necessary new functionality is developed and becomes operational.  For the avoidance of doubt, this Section 4.B shall not include any investment company for which the Investment Manager serves solely in the capacity of sub-adviser.
C.	DST hereby agrees to perform (1) such transfer agency functions as are set forth in Section 6 and to perform such Services in accordance with Applicable Law, including, without limitation, Section 17A of the 1934 Act and the rules and regulations promulgated thereunder and (2) such other Services in accordance with the terms and conditions as set forth under this Agreement.
D.	DST hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such forms and devices.
E.	In connection with the performance of the Services under this Agreement, DST agrees that it shall be responsible for such items as:

(1)	That entries in DST’s records, and in the Fund’s records on the TA2000 System created by DST, reflect the orders, instructions, and other information received by DST from the Fund, the Fund’s Investment Manager, the Fund’s principal underwriter and distributor (the “Principal Underwriter”) the Fund’s custodian, or the Fund’s administrator (including any sub-administrator) (each an “Authorized Person”), broker-dealers or securityholders or their agents, representatives or fiduciaries;
(2)	That securityholder lists, securityholder account verifications, confirmations and other securityholder account information to be produced from the Fund’s records or data maintained on the TA2000 System be available on a reasonable basis and accurately reflect the data in the Fund’s records on the TA2000 System;
(3)	The accurate and timely issuance of dividend and distribution checks in accordance with instructions received from the Fund and the data in the Fund’s records on the TA2000 System;

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(4)	That redemption transactions and payments be effected timely, under normal circumstances on the day of receipt, and accurately in accordance with redemption instructions received by DST from Authorized Persons, broker-dealers or securityholders or their agents, representatives or fiduciaries and the data in the Fund’s records on the TA2000 System;
(5)	The deposit daily in the Fund’s appropriate special bank account of all checks and payments received by DST from NSCC, broker-dealers or securityholders for investment in shares;
(6)	That DST personnel require the forms of instructions, signatures and signature guarantees and any necessary documents supporting the opening of securityholder accounts, transfers, redemptions and other securityholder account transactions required under DST’s present procedures as set forth in its Legal Manual, Third Party Check Procedures, Checkwriting Draft Procedures, Signature Guarantee Procedures, Paperless Legal Program (as defined by the Securities Transfer Association, Inc., and which relies on Medallion Guarantee stamps from the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program and the New York Stock Exchange, Inc. Medallion Signature Program), and Compliance Programs (as that term is defined herein) (collectively the “Safeguard Procedures”) with such changes or deviations therefrom as may be from time to time required or approved by the Fund, the Investment Manager or the Principal Underwriter, or its or DST’s counsel and the rejection of orders or instructions not in good order in accordance with the applicable prospectus or the Safeguard Procedures;
(7)	The maintenance of customary records in connection with its agency, and particularly those records required to be maintained pursuant to subparagraph (2)(iv) of paragraph (b) of Rule 31a-1 under the 1940 Act, if any; and
(8)	The maintenance of a current, duplicate set of the Fund’s essential records at a secure separate location, in a form available and usable forthwith in the event of any breakdown or disaster disrupting its main operation.

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F.	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 on Schedule C. Each party shall be entitled to substitute different insurance carriers at its convenience and without notice to the other party, provided such substitution shall not cause any reduction in coverage or material increase in the deductible amount. The party obtaining such insurance coverage shall pay all premiums that become due and payable in a timely manner and shall notify the other party in the event such party receives any notice or other communication from the issuer of any of the insurance policies that the coverage provided thereby may be subject to termination, suspension or expiration.
G.	To the extent required by Section 31 of the 1940 Act and the rules thereunder, DST agrees that all records maintained by DST relating to the Securityholders and their transactions in shares of and business with the Funds are the property of the Fund and will be preserved in accordance with this Agreement and will be surrendered promptly to the Fund on request. Such records do not include the formats in which any such records are maintained or any records that are required to be made and maintained by DST, but not the Funds, under Applicable Laws pertaining to DST’s actions and status (or if required to be maintained by both DST and the Funds, DST shall be entitled to retain a copy thereof).
H.	DST agrees to furnish the Fund with (1) annual reports of its financial condition, consisting of a balance sheet, earnings statement and any other financial information as is made public by DST in connection with the foregoing (which requirement may be satisfied by the posting of such reports on DST’s website) and (2) semi-annually with a copy of a SAS 70 Report issued by DST’s certified public accountants pursuant to Rule 17Ad-13 under the 1934 Act as filed with SEC. The annual financial statements will be certified by DST’s certified public accountants.
I.	DST represents and agrees that it will use its reasonable efforts to keep current on the trends of the investment company industry relating to securityholder services and will use its reasonable efforts to continue to modernize and improve the Services provided under this Agreement.
J.	Inspections and Audits by the Funds.

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(1)	Upon reasonable notice and at the sole expense of the Funds, DST will permit, so long as the frequency of such inspections is not disruptive to DST’s daily operating the Funds and their authorized representatives (subject to execution of DST’s standard confidentiality and non-use agreement) to make periodic inspections of its facilities and operations as such involves or is utilized by DST to provide the Services to the Funds. Such inspections shall be at reasonable times during normal business hours and subject to the terms and conditions set forth in this Agreement.
(2)	In conjunction with the foregoing, and subject to the terms and conditions under this Agreement and subject to the terms set forth under DST’s 3rd Party Assessment Policy, a current copy of which is attached hereto as Exhibit 5 (which DST may revise in its sole discretion), the Funds shall have the right to conduct inspections and audits of DST’s Information Security Program. Any such audit may include, without limitation, review of information security policies and procedures, configurations, audit trails, and maintenance of systems and software used by DST, solely as they pertain to DST’s provision of Services to the Funds under this Agreement. All such inspections and audits shall be coordinated through DST’s Internal Audit Office, and DST 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 any DST facility or operations or attempt access any DST facility or operations then being used for the benefit of or otherwise engaged in the business of, or any data and information belonging to, another DST client. DST agrees it shall not make any claim under any computer crime or other applicable statutes as a result of such audit activity, provided that the activity complies with the terms and conditions set forth herein and the Funds otherwise comply with relevant laws and are responsible for any violations thereof.
(3)	For the avoidance of doubt, nothing in this Agreement, including the foregoing, is intended to, nor does it, require DST to make available for inspection by the Funds or their authorized representatives in connection with any inspection or audit by the Funds or their authorized representatives (not including any

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			government examiners) any of DST’s operations, data, or records to the extent pertaining to, used in connection with DST’s provision of services to, or otherwise belonging or relating to other DST clients (including information regarding DST’s fees and charges for DST’s services on behalf of such other clients), and the Funds and their authorized representatives agree not to knowingly seek to access or obtain such information and to immediately cease any activities upon seeing any other DST Client’s name on any material, media or screens they might access and to return any data unread except as necessary to determine it related to someone other than the Funds, their Affiliates, agents, business partners or the securityholders of the Funds.
	K.	Inspections by Government Examiners.
		(1)	DST will permit the staff of the SEC and any other duly authorized federal examiners (including, for this purpose, examiners from the Financial Industry Regulatory Authority) to have access to and make periodic inspections of its operations to the extent necessary to obtain information and records relating to DST’s performance of Services on behalf of the Funds. For the avoidance of doubt, DST will permit such inspections in order to allow such federal examiners to inspect and obtain, inter alia, information and records relating to DST’s performance of its obligations under the Compliance Programs implemented on behalf of the Funds.
		(2)	DST will permit the Internal Revenue Service and any other tax authority to inspect its operations in connection with examinations by any such authority of DST’s or other taxpayer’s compliance with the tax laws.
		(3)	The costs of each such inspection and examination shall be paid by the Funds, provided that the examination relates solely to DST’s performance of Services on behalf of the Funds under this Agreement.
5.	Scope of Appointment.
	A.	Subject to the conditions set forth in this Agreement, the Fund hereby appoints DST as Transfer Agent and Dividend Disbursing Agent.

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	B.	DST hereby accepts such appointment and agrees that it will act as the Fund’s Transfer Agent and Dividend Disbursing Agent. DST agrees that it will also act as agent in connection with the Fund’s periodic withdrawal payment accounts and other open accounts or similar plans for securityholders, if any.
	C.	Unless otherwise expressly limited by the resolution of appointment or by subsequent action by the Fund, the appointment of DST as Transfer Agent and Dividend Disbursing Agent will be construed to cover the full amount of authorized stock of the class or classes for which DST is appointed as the same will, from time to time, be constituted, and any subsequent increases in such authorized amount.
	D.	DST acknowledges the receipt from each Fund the Account Records previously utilized by DST, and that the Account Records are generally adequate to continue to perform the Services.
6.	Transfer Agent and Dividend Distribution Agent and Other Services.
	A.	DST, as Transfer Agent and Dividend Disbursing Agent for the Fund, and as agent of the Fund for securityholder accounts thereof, will perform the Services, as set forth on Schedule B, utilizing TA2000TM, DST’s computerized data processing system for securityholder accounting (the “TA2000 System”), and/or such other DST systems as then constituted and configured, in accordance with the terms and conditions of this Agreement. DST shall be obligated and liable to perform on those Services set forth in this Agreement and its attached Schedules and Exhibits, as they may be amended or added in a written document executed by an authorized officer of each party.
	B.	Among the Services to be performed by DST pursuant to this Agreement, DST shall be responsible for the withholding, as required by federal law, taxes on securityholder accounts, preparing, filing and mailing Internal Revenue Service Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all securityholders.
	C.	The provisions of this Section 6.C that follow this sentence shall take precedence over and shall govern in the event of any inconsistency between such provisions and any other provisions of this Agency Agreement or any provisions of any exhibit or other attachment to this Agency Agreement (or any provisions of any attachment to any such

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exhibit or attachment). The parties agree that – to the extent that DST provides any services under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 6.B – it is the parties’ mutual intent that DST will provide only printing, reproducing, and other mechanical assistance to the Fund and that DST will not make any judgments or exercise any discretion of any kind, and particularly that DST will not make any judgments or exercise any discretion in:  (1) determining generally the actions that are required in connection with such compliance or determining generally when such compliance has been achieved; (2) determining the amounts of taxes that should be withheld on securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Fund); (3) determining the amounts that should be reported in or on any specific box or line of any tax form (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Fund which among other things identify the specific boxes and lines into which amounts calculated by DST are to be placed); (4) classifying the status of securityholders and securityholder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the Fund); and (5) paying withholding and other taxes, except pursuant to the express instructions of the Fund. The Fund agrees that it will provide express and comprehensive instructions to DST in connection with all of the services that are to be provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section 6.B, including promptly providing responses to requests for direction that may be made from time to time by DST of the Fund in this regard.

D.

In accordance with the provisions of Section 11 of this Agreement, DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same Services with respect to any new, additional functions or features or any modifications, enhancements, improvements or changes to existing functions or 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 Fund requires an enhancement or modification to the TA2000 System or to DST’s internal operations as

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	presently conducted by DST, DST shall not be liable therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted.
E.	Shares of stock will be transferred or accepted for redemption and funds remitted therefore upon surrender of the shares, and if such shares were issued in certificated form, the surrender of old certificates, in form or receipt by DST of instructions deemed by DST properly endorsed for transfer or redemption accompanied by such documents as DST may deem necessary to evidence the authority of the person making the transfer or redemption. DST reserves the right to refuse to transfer or redeem shares, whether in certificated or book entry form, until it is satisfied that the endorsement or signature on the certificate, instruction or any other similar document is valid and genuine, and for that purpose it may require a guaranty of signature in accordance with the Safeguard Procedures. DST also reserves the right to refuse to transfer or redeem shares until it is satisfied that the requested transfer or redemption is legally authorized, and it will incur no liability for the refusal in good faith to make transfers or redemptions which, in its judgment, are improper or unauthorized. In cases in which DST is not directed or otherwise required to maintain the consolidated records of securityholders’ accounts, DST will not be liable for any loss which may arise by reason of not having such records.
F.	In case of any request or demand for the inspection of the stock books of the Fund or any other books in the possession of DST, DST will endeavor to notify the Fund and to secure instructions as to permitting or refusing such inspection. DST reserves the right, however, to exhibit the stock books or other books to any person in case it is advised by its counsel that it may be held responsible for the failure to exhibit the stock books or other books to such person.
G.	Pursuant to the authority previously granted to DST by the Funds, DST has agreed to and has established and shall continue to maintain on behalf of and in the name of the Funds banking relationships with UMB Bank, n.a. for the conduct of the business of the Fund. Notwithstanding the foregoing, the Funds may, in their sole discretion, select a bank other than UMB Bank, n.a. for the conduct of the business of the Fund, at which time the Funds shall provide DST with the requisite authority to establish and maintain the required banking relationships with the new bank. Under the aforementioned

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		agreement with UMB, or any other agreement entered into in the future with a new bank in lieu of UMB, DST is authorized (1) to agree to the Banks documents necessary to and to establish in the name of, and to maintain on behalf of, the Fund, on the usual terms and conditions prevalent in the industry, including limits or caps based on fees paid over some period of time on the maximum liability of such Banks, as hereinafter defined, one or more deposit accounts at a nationally or regionally known banking institution (the “Bank”) into which DST shall deposit the funds DST receives for payment of dividends, distributions, purchases of Fund shares, redemptions of Fund shares, commissions, corporate re-organizations (including recapitalizations or liquidations) or any other disbursements made by DST on behalf of the Fund provided for in this Agreement, (2) to draw checks upon such accounts, to issue orders or instructions to the Bank for the payment out of such accounts as necessary or appropriate to accomplish the purposes for which such funds were provided to DST, and (3) to establish, to implement and to transact Fund business through Automated Clearinghouse (“ACH”), Draft Processing, Wire Transfer and any other banking relationships, arrangements and agreements with such Bank as are necessary or appropriate to fulfill DST’s obligations under this Agreement. DST, acting as agent for the Fund, is also hereby authorized to execute on behalf and in the name of the Fund, on the usual terms and conditions prevalent in the industry, including limits or caps based on fees paid over some period of time on the maximum liability of such Banks, agreements with banks for ACH, wire transfer, draft processing services, as well as any other services which are necessary or appropriate for DST to utilize to accomplish the purposes of this Agreement. In each of the foregoing situations, the Fund shall be liable on such agreements with the Bank as if it itself had executed the agreement. DST shall not be liable for any losses arising out of or resulting from actions, errors or omissions of the Bank; provided, however, that DST shall have acted in good faith, with due diligence and without negligence.
7.	Stock Certificates; Increase in Authorized Shares;
	A.	The Funds agree to solicit shareholders and their intermediaries, where known, to surrender all shares issued in certificated form in exchange for shares issued in book entry form and DST agrees to provide reasonable assistance to the Funds in effectuating such solicitations and transactions, the costs of which will be borne solely by the Funds. Such solicitation shall commence as soon as reasonably practicable following the

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	Effective Date, provided that the Funds have adequate information and preparation to commence such solicitation.
B.	In the event that a Fund that is a Maryland corporation increases its shares, the Fund shall provide to DST:

(1)	A certified copy of the articles supplementary to the Charter Document of such Fund authorizing the increase of shares, the necessary payment of any taxes due or a certification executed by an Secretary or Assistant Secretary of the Fund that no taxes are due, and deliver an appropriate instruction; and
(2)	Upon the request of DST, an opinion of counsel for the Fund stating:

(a)	The status of the additional shares of stock of the Fund under the Securities Act of 1933, as amended, and any other applicable federal or state statute; and
(b)	That the additional shares are, or when issued will be, validly issued, fully paid and nonassessable.

8.

Instructions, Opinion of Counsel and Signatures.

At any time DST may apply to any person authorized by the Fund to give instructions to DST, and may with the approval of a Fund officer consult with legal counsel for the Fund, or DST’s outside legal counsel at the expense of the Fund, with respect to any matter arising in connection with the agency 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. In connection with services provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 6.B, DST shall have no obligation to continue to provide such services after it has asked the Fund to give it instructions which it believes are needed by it to so continue to provide such services and before it receives the needed instructions from the Fund, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons and will not be held to

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	have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. It will also be protected in recognizing stock certificates which it 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.
9.	Provisions Relating to DST Compliance Programs, Policies and Procedures.
	A.	DST Compliance + Program. DST shall assist the Funds to fulfill the Funds’ responsibilities under certain provisions of USA PATRIOT Act, Sarbanes-Oxley Act, Title V of Gramm Leach Bliley Act, the 1933 Act, the 1934 Act, and the 1940 Act, including, inter alia, Rule 38a-1 under the 1940 Act, by implementing on behalf of the Funds DST’s Compliance +™ program (the “Compliance + Program”),a compliance program that focuses on certain business processes that represent key activities of the transfer agent/service provider function, including anti-money laundering, certificate processing, correspondence processing, fingerprinting, lost securityholder processing, reconciliation and control, transaction processing, customer identification, transfer agent administration and safeguarding fund assets and securities.
	B.	DST Compliance Programs. A current copy of the Compliance + Program is attached hereto as Exhibit 1. The Compliance + Program, including the anti-money laundering functions and Services provided thereunder, the DST Identity Theft Prevention Program and the DST Information Security Program (each, as defined below) are collectively referred to as the “Compliance Programs.”
	C.	Compliance Obligations of the Funds. Notwithstanding the foregoing, DST’s obligations shall be solely as are set forth in this Agreement and in the Compliance Programs, as attached hereto and as amended from time to time in accordance herewith. The Funds acknowledge that any of obligations under any law or regulation that are applicable to the Funds and that DST has not agreed to perform on the Fund’s behalf under this Agreement, including any schedules or exhibits thereto, remain the Funds’ sole obligation.
	D.	Anti-Money Laundering and Customer Identification Program. In connection with (1) the regulations promulgated by the U.S. Department of the Treasury and/or SEC

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	implementing certain sections of Title III of the USA PATRIOT Act of 2001, as may be amended from time to time, and (2) the various rules and regulations promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury, as such regulations are applicable to the Funds (collectively, the “AML Regulations”), DST has implemented and shall provide on behalf of the Funds certain anti-money laundering functions as set forth in the Compliance + Program. The Funds hereby are contractually delegating to DST, and DST hereby accepts such contractual delegation, to implement the AML portions of the Compliance + Program on behalf of the Funds in accordance with the terms of this Agreement.
E.	Identity Theft Prevention Program. In connection with the regulations promulgated jointly by the Federal Trade Commission and several other federal agencies implementing Sections 114 and 315 of the Fair and Accurate Credit Transactions Act of 2003, as may be amended from time to time (the “Identity Theft Regulations”), DST has implemented an identity theft prevention program, a current copy of which is attached hereto as Exhibit 2 and incorporated herein (the “Identity Theft Prevention Program”).
F.	Information Protection Program. DST has implemented and throughout the Term, shall, in connection with its performance of Services, comply with the DST Information Protection Program; a current copy of the “Identification of Securities Policies” and the “Identification of the Control Standards Applicable to DST’s Securities Policies” from DST’s Information Protection Program is attached hereto as Exhibits 3 and 4 and each are incorporated herein. The policies and procedures referred to in Exhibits 3 and 4 are subject to change at any time in DST’s sole discretion, provided that the protections afforded thereby will not be diminished in comparison with those provided by DST to Client prior to the execution of this Agreement. DST will be reasonably available to meet with and provide reasonable assurances to Client concerning its data security procedures. Upon reasonable request of the Funds, DST agrees to provide the Funds with a completed information security questionnaire in a form that is mutually agreeable to DST and the Funds.
G.	Changes or Modifications to the Compliance Programs or Safeguard Procedures. The Funds acknowledge that DST reserves and retains the right to modify the Compliance Programs and Safeguard Procedures in DST’s sole but reasonable discretion and without

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	prior notice to the Funds, provided that: (a) DST reasonably believes that the modification will not cause the Compliance Programs or the Safeguard Procedures to become non-compliant with Applicable Laws or regulations; and (b) any of the anticipated protections afforded to the Funds and the Services provided under the Compliance Programs or Safeguard Procedures will not be adversely impacted or lessened.
H.	Certain Covenants of DST Regarding its Compliance Programs.
	(1)	DST shall implement the policies and perform the procedures set forth in the Compliance Programs and shall implement and maintain internal controls and procedures reasonably necessary to insure that DST’s employees, including any sub-contractors selected by DST, act in accordance with the Compliance Programs.
	(2)	Neither the SEC, nor any of federal and state bank regulatory agency examiners nor any other government agency examiners (collectively, “Government Examiners”) have cited any material deficiencies in the Compliance Programs, each as currently constituted, and DST’s testing and maintenance thereof.
	(3)	If, in the future, any report issued by a Government Examiner(s) in connection with an examination of DST’s Compliance Program(s) cites any material deficiencies in any of the Compliance Programs or the testing and maintenance thereof pertaining to any Services provided under this Agreement or DST Facility utilized in the provision of such Services regardless of whether or not such deficiency specifically relates to DST’s provision of Services to the Funds, DST shall, unless otherwise specifically prohibited by law, rule or regulation or the instruction of a Government Examiner: (a) promptly notify the Chief Compliance Officer of the Funds (and, if the deficiency relates to the AML Program, also provide notification to the Funds’ anti-money laundering officer); (b) correct any such material deficiencies as soon as is reasonably practicable; and (c) provide the Chief Compliance Officer of the Funds a written summary of such corrective measures.

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(4)	DST shall use reasonable efforts to ensure that the Safeguard Procedures continue to comport materially with Applicable Law to the extent applicable to DST’s performance of the Services (including any implementing regulations thereunder) promulgated subsequent to the Effective Date.
(5)	In connection with the Funds oversight of DST’s implementation of the Compliance Programs on behalf of the Funds, and in addition to the reporting obligation set forth under Section 9.H.(3), DST shall use its best efforts to notify the Funds’ Chief Compliance Officer (and, where required, the Fund’s anti-money laundering officer and privacy officer) reasonably promptly under the circumstances but in no event more than ten (10) business days.
(6)	DST shall provide the Funds annually with an attestation (the “Attestation”) from an independent public accountant reporting the results of such accountant’s annual examination as to whether DST’s controls, as described by DST, “were suitably designed as of [the date of the Attestation] to provide reasonable assurance that the specified compliance control objectives” as established and described by DST would be achieved under stated circumstances and were “operating with sufficient effectiveness to provide reasonable assurance that the specified compliance control objectives were achieved” during the period covered by the Attestation as required of the Funds under Section 38a-1 of the 1940 Act, except as the representations in such Attestation require qualification as to specific instances. A sample copy of a Prior Attestation is attached hereto as Exhibit 6 solely as a sample thereof. As the controls can change regularly and the form of the Attestation is solely within the control of the accountant, the Funds acknowledge that DST cannot provide any warranties or covenants as to the form of the Attestation and the specific language used by the accountant from year to year.
(7)	DST agrees to provide reports and information as may be reasonably necessary for the Funds to fulfill their obligations under Rule 38a-1 under the 1940 Act in connection with the Services DST performs under this Agreement. DST shall provide such reports and information at no additional charge or cost to the Funds, provided that such reports are readily available under the DST systems.

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	Any other reports and information will be provided upon request on a reasonable efforts basis.
(8)	DST shall not make any changes or modifications to the Safeguard Procedures or the Compliance Programs except as provided under Section 9.G of this Agreement.

10.

Books and Records.

DST will maintain customary records (i) received in Inbound Communications, Instructions and Orders or (ii) updates to the Fund files made by DST during processing of the foregoing or transmitted in Outbound Communications, both in connection with its agency and with the Services provided under this Agreement, including the records required to be maintained under the 1940 Act and listed on the record retention schedule (all of the foregoing collectively being the “Records” as that term is used in this Section 10), which is attached hereto as Schedule E (the “Record Retention Schedule”). The Records to be maintained and preserved by DST on the TA2000 System, AWD Imaging and Workflow System or any other information processing system used by DST, or any DST storage facility used to maintain Records in paper format, shall be maintained and preserved in accordance with the following:

(1)	Records received (a) in hard copy originals or electronic transmissions of hard copy originals (i.e., faxes in electronic format) shall be promptly scanned into AWD and (b) in system to system transmissions shall be promptly applied to the appropriate DST system, and thereafter each such Records shall be maintained and preserved in electronic format for the period set forth on the Record Retention Schedule. Any hard copy originals shall be boxed and may thereafter be destroyed in DST’s sole discretion at any time thirty (30) days after receipt thereof by DST.
(2)	Electronic Records shall be maintained and preserved in an easily accessible place for a period of not less than the period set forth on the Record Retention Schedule.
(3)	The Records shall be arranged and indexed in such a manner that permits a particular record to be located, accessed and retrieved within a 72-hour period following the request by the Fund, Authorized Person or Government Examiner.

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(4)	Any reproduction of an original Record produced by DST in response to an appropriate request for such Record shall be a complete, true and legible copy whether such copy is in paper format or on electronic storage media.
(5)	DST agrees to maintain but store separately a duplicate copy of each Record and shall maintain such duplicate copy for the time period required for the original record.
(6)	DST agrees to maintain and preserve the Records and provide reasonable measures to safeguard the Records against loss, alternation or unauthorized destruction, including limiting access to the Records to only those persons who are properly authorized to have such access.
(7)	Upon proper authorization from the Funds, DST shall destroy Records identified for destruction as follows:

(a)	At least once per year, DST will identify any Records that are eligible for destruction and forward the list of such Records to the Funds and will thereafter not destroy any Records for at least sixty (60) after notification to the Funds.
(b)	The Funds will review the list and within 60 days after receipt of such list will identify (i) the Records that are approved for destruction and (ii) the Records that, regardless of the applicable retention period, are being placed on hold until further notice from the Funds.  Any such Records placed on hold shall be maintained in accordance with the terms set forth in this Section 10.
(c)	DST shall destroy any and all Records that are authorized by the Funds for destruction, including any copies of such Records.  Any Records containing nonpublic personally identifiable information or other “Fund Confidential Information” (as defined below under Section 21), shall be destroyed in accordance with the requirements set forth under Rule 30 of Regulation S-P (or any successor rule or regulation thereto) and shall provide written confirmation that the Records have been destroyed in

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accordance with the terms and conditions set forth under this Section 10.

(8) Notwithstanding anything in this Agreement to the contrary, including without limitation this Section 10, including without limitation, subsections (1), (2) and (3) above, shall not apply to any Records created prior to the Effective Date of this Agreement (“Pre-Agreement Records”) not in electronic format on the Effective Date, but will, on and after the Effective Date, apply to Pre-Agreement Records preserved in electronic format on the Effective Date.

11. Changes and Modifications to DST System and Procedures.

A.

During the term of this Agreement DST will use on behalf of the Fund, unless otherwise ordered by the Funds, all modifications, enhancements, improvements or changes in existing functions and features (collectively “Improvements”), and additions of new functions and features (“New Developments”), which DST may make to the TA2000 System in the normal course of its business that are applicable to Services provided by DST to the Funds at the Effective Date or thereafter added to such Services with the mutual agreement of the parties.  These Improvements or New Developments shall be provided regardless of whether such Improvements or New Developments are occasioned by (i) maintenance or improved efficiencies in existing systems applications, (ii) new laws, rules or regulations or changes in existing laws, rules or regulations, (iii) the addition of new functions and features, or (iv) mutually agreed to Fund requested changes (either by means of a change in a Fund prospectus or by direct request).  The Funds shall not be responsible for costs associated with any Improvements or New Developments to existing functions or features that are necessary or advisable in order maintain the level of Services at the level performed by DST on the Effective Date, except to the extent otherwise provided in the Fee Schedule set forth as Schedule F.

B.

Subject to the terms and conditions set forth under Section 9.G (regarding changes or modifications to Safeguard Procedures or Compliance Programs), DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that: (1) the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications, but in no event less than five (5)

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	business days prior to such alteration or modification; and (2) no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 System or other DST systems hereunder or the reports to be generated by such system and facilities hereunder, unless the Fund is given at least sixty (60) days prior notice to allow the Fund to change its procedures and, where appropriate, DST provides the Fund with revised operating procedures and, to the extent appropriate, controls.
C.	DST acknowledges and agrees that the Funds may require a period of at least thirty (30) days after receipt of notification of an alteration or modification, as contemplated under this Section 11, for the purpose of conducting testing related to the proposed alteration or modification.
D.	Notwithstanding anything to the contrary under this Section 11, DST shall not make any changes or modifications to Safeguard Procedures or Compliance Programs unless such alterations or changes conform to the terms and conditions set forth under Section 9.G.
E.	The Funds acknowledge and agree that they obtain no rights in or to the TA2000 System, including any of the software, screen and file formats, hardware, processes, trade secrets, proprietary information, or distribution and communication networks of DST, and any Confidential Information of DST, enhancements, improvements, changes, modifications or new features added to the TA2000 System, and that the TA2000 shall remain, the confidential and exclusive property of, and proprietary to, DST; provided, however, that the Funds shall be entitled to receive the benefit of DST’s use of the modified TA2000 System in accordance with the terms and conditions set forth in this Agreement and any schedules thereto.

12. Assumption of Duties By the Fund or Agents Designated By the Fund.

A. The Fund or its designated agents other than DST may assume certain duties and responsibilities of DST or those services of Transfer Agent and Dividend Disbursing Agent as those terms are referred to in Section 6. of this Agreement including but not limited to answering and responding to telephone inquiries from securityholders and brokers, accepting securityholder (including securityholder agents, representatives and fiduciaries) and broker instructions (either or both oral and written) and transmitting

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orders based on such instructions to DST, preparing and mailing confirmations, obtaining certified TIN numbers, classifying the status of securityholders and securityholder accounts under applicable tax law, establishing securityholder accounts on the TA2000 System and assigning social codes and Taxpayer Identification Number codes thereof, and disbursing monies of the Fund, said assumption to be embodied in writing to be signed by both parties.

B.

To the extent the Fund or its agent or affiliate assumes such duties and responsibilities, DST shall be relieved from all responsibility and liability therefor and is hereby indemnified and held harmless against any liability therefrom and in the same manner and degree as provided for in Section 17 hereof.

13. Subcontractors.

DST shall not engage any subcontractor to perform all or any part of the Services on DST’s behalf (other than a DST affiliate legally authorized to provide such Services) without the Funds’ prior written consent. In the event that the Funds consent to DST’s engagement of a Subcontractor to perform any portion of the Services and DST so engages the Subcontractor, DST 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 DST’s obligations and warranties with respect to the Services, DST Facilities and DST’s Premises as to work conducted by the Subcontractor. DST shall guarantee, and be fully liable for, all actions and omissions of the Subcontractors under any such agreements, and to the extent provided for under this Agreement: (y) DST shall indemnify the Funds for any Losses (as defined under Section 17) resulting from the Subcontractors actions or omissions to the same extent DST would be liable to indemnify the Funds if DST’s own actions or omissions gave rise to the Losses, and (z) the Funds shall indemnify such Subcontractors for any Losses resulting from the Subcontractors actions or omissions to the same extent the Funds

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would be liable to indemnify DST if DST had performed the actions or made the omissions that gave rise to the Losses.  Notwithstanding anything to the contrary, DST may employ its Affiliates as subcontractors hereunder provided that the requirements of clauses (a) and (b) above are met and that DST guarantees and remains fully liable for all actions of such Affiliates.

14. Third Party Vendors.

Nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of the following types of unaffiliated third parties:  (a) courier and mail services including but not limited to Airborne Services, Federal Express, UPS and the U.S. Mails, (b) telecommunications companies including but not limited to AT&T, Sprint, MCI and other delivery, telecommunications and other such companies not under the party’s reasonable control, and (c) third parties not under the party’s reasonable control or subcontract relationship providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), Fund custodian banks (custody and fund accounting services) and administrators (blue sky and Fund administration services), and national database providers such as Choice Point, Acxiom, TransUnion or Lexis/Nexis and any replacements thereof or similar entities, provided, if DST selected such company, DST shall have exercised due care in selecting the same.  Such third party vendors shall not be deemed, and are not, subcontractors for purposes of this Agreement.

15. Business Contingency Plan and Force Majeure.  

A. Business Contingency Plan.

(1)

DST shall maintain during the Term, and shall perform the Services consistent with, a disaster recovery and business contingency plan to address the continuity of DST’s performance of those of the Services to be recovered under the Plan in the event of a contingency that renders unavailable any or all of DST Facilities necessary for supporting DST’s performance of those Services under this Agreement (the “Business Contingency Plan”). DST shall cause the Business Contingency Plan to describe in reasonable detail the back-up operations and activities to be performed under the Business Contingency Plan.

(2)

DST has delivered to the Funds a copy of the executive summary of the current Business Contingency Plan as currently in effect.  In the event of an emergency

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	requiring activation of the Business Contingency Plan, DST will use its best efforts within commercially reasonable limits to fulfill its obligations under this Agreement through such Business Contingency Plan.  The Business Contingency Plan, shall consist of the components set forth on the Components of the Business Contingency Plan, which is attached hereto as Exhibit 7.
(3)	DST shall update the Business Contingency Plan, and all related Services, when required by Applicable Law and shall provide updated copies of the executive summary of such Business Contingency Plan promptly to the Funds upon request, explaining the changes.
(4)	DST shall 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 any Government Examiners that periodically examine DST’s operations in the report of examination issued by them.
(5)	DST shall not be entitled to any additional Fees (as defined under Section 16) in connection with any back-up or disaster recovery Services except as and to the extent provided on the Fee Schedule (as defined under Section 16).

B. Force Majeure.

(1) 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.  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

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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.

(2)

Notwithstanding the provisions of this Section 15, DST 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 such failure or delay also 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 DST (1) provided reasonable maintenance of equipment and installed and maintained an uninterrupted power supply facility (UPS) unless such UPS facility fails, is insufficient or is damaged through no fault of DST or (2) made and implemented modifications as contemplated in this Agreement.

16. Compensation and Expenses.

A.

In consideration for DST’s proper performance of the Services, the Funds shall pay to DST the fees set forth on Schedule F (the “Fee Schedule”), which is attached hereto and incorporated herein as if fully set forth in this Agreement.  The Fee Schedule sets forth, inter alia, all the fees currently to be paid to DST by the Funds in consideration for all the Services currently to be provided by DST to the Funds pursuant to this Agreement, and the parameters pursuant to which such fees may be adjusted during the Term of this Agreement (the “Fees”).

B.

The Funds agree to reimburse DST for all reasonable out-of-pocket direct expenses or disbursements incurred by DST in connection with the performance of the Services set forth on the Fee Schedule and for any other reasonable out-of-pocket expenses or disbursements incurred by DST in connection with the performance of the Services approved in advance by an Authorized Person listed on Schedule G (the “Expenses”).

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C.	DST shall cause any invoice for Fees delivered pursuant to Section 16.D below to itemize any Expenses eligible to be reimbursed pursuant to this Section 16, in such detail as the Funds have advised DST in advance that they reasonably require and to include such additional and available 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 DST fails to provide adequate detail or documentation in accordance with the Funds’ prior instructions (without incurring any obligation for overdue payments under Section 16.E) until such detail or documentation is provided.  For purposes of this Section 16, “adequate detail or documentation” shall mean such detail or documentation that an objective reasonable observer would agree reasonably supports the charges.  Expenses disputed in good faith shall be paid on the Due Date (as defined below) applicable to the original but defective invoice or within ten (10) days of receipt of adequate detail or documentation by the Funds, which ever such date is later (such date constituting the Due Date as to Expenses previously disputed in good faith).
D.	DST shall prepare and deliver to the Funds an invoice, no later than the 25th day of each calendar month, for the payment of all Fees, and the reimbursement of all Expenses, properly due and payable for the preceding calendar month.  Upon the Funds’ request, DST shall meet with the Funds and review any reasonable questions or concerns regarding any invoice.  The Funds shall promptly notify DST (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 DST 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 DST 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 22 of this Agreement.
E.	Except to the extent of any disputes pending pursuant to Section 16.D above, the Funds shall pay to DST all Fees, and reimburse all Expenses, properly due and payable within thirty (30) days from the date the Funds receive an invoice from DST, properly

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	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 DST by the Due Date, the Funds shall pay to DST 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 DST.  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 DST from exercising any other rights and remedies available to it arising out of such late payment.
F.	The existence of any overdue payment obligation with respect to Expenses shall not constitute a basis on which DST may suspend, alter or otherwise disrupt DST’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 DST unless such payment obligation remains overdue for thirty (30) days after the Funds have received written notice from DST that such payment obligation is overdue; provided, however, 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, and such disputed overdue payment obligation shall be subject to the provisions of Section 16.D and the dispute resolution provisions of Section 22 of this Agreement.  In the event that Expenses not being disputed in good faith remain unpaid in excess of ninety (90) days, DST may require the Funds to pay all further Expenses in advance.
G.	The Funds shall be responsible for the payment of all taxes, including any sales or use taxes and taxes on the original issuance of shares, due and payable in connection with DST’s performance under this Agreement, except for any tax based on DST’s net income.

17. Standard of Care; Indemnification.

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A.

DST shall at all times use reasonable care, due diligence and act in good faith in performing the Services under this Agreement and, wherever applicable, shall provide the Services 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 Services are to be performed by DST (excluding any violations arising directly or indirectly out of the actions or omissions to act of third parties unaffiliated with DST or instructions given DST by an Authorized Person), reckless disregard of the performance of its duties, or negligence on its part, DST 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 Safeguard Procedures, DST shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Safeguard Procedures, including any deviation therefrom that have been approved by the Funds in advance in writing (email or facsimile permitted).

B.

The Funds shall indemnify and hold DST, together with its directors, officers, employees, representatives, affiliates, and agents, harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability that may be asserted against DST or for which DST may be held liable, including without limitation costs and counsel fees incurred in enforcing this indemnification, (each, a “Loss” and collectively “Losses”), arising out of or attributable to:

(1)	All actions or omissions of DST required to be taken or omitted by DST pursuant to this Agreement, provided that DST has fulfilled all material obligations under this Agreement with respect to the matter for which DST is seeking indemnification, including by way of example and not limitation, the standard of care set forth herein under Section 17.A.;
(2)	The Funds’ refusal or failure to comply with the terms of this Agreement, the Funds’ negligence or willful misconduct, or the material breach of any representation or warranty of the Fund hereunder;
(3)	The good faith reliance on, or the carrying out of, any written or oral instructions or requests of persons designated by the Fund in writing, as set

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	forth on Schedule G and which may be amended from time to time, as authorized to give instructions on its behalf or representatives of an Authorized Person or DST’s good faith reliance on, or use of, information, data, Records, transmissions and documents received from, or which have been prepared and/or maintained by the Fund, its investment advisor, its sponsor, its Distributor or any other person or entity from whom the Fund instructs DST to accept and utilize information, data, Records, transmissions and documents; provided in any such event that DST has complied with the related Safeguard Procedures in all material respects with regard to such instructions;
(4)	Defaults by dealers or shareowners with respect to payment for share orders previously entered;
(5)	The offer or sale of the Fund’s shares in violation of any requirement under federal securities laws or regulations or the securities laws or regulations of any state or in violation of any stop order or other determination or ruling by any federal agency or state with respect to the offer or sale of such shares in such state (unless such violation results from DST’s failure to comply with written instructions of the Fund or of any officer of the Fund that no offers or sales be permitted to remain in the Fund’s securityholder Records in or to residents of such state);
(6)	The Funds’ errors and mistakes in the use of the TA2000 System, the data center, computer and related equipment used to access the TA2000 System, and control procedures relating thereto in the verification of output and in the remote input of data;
(7)	Errors, inaccuracies, and omissions in, or errors, inaccuracies or omissions of DST arising out of or resulting from such errors, inaccuracies and omissions in, the Funds’ Records, securityholder and other Records, delivered to DST hereunder by the Funds or their prior agent(s); and
(8)	Actions or omissions to act by the Funds or agents designated by the Funds with respect to duties assumed thereby as provided for in Section 12 hereof; and

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(9) DST’s performance of Exception Services except where DST acted or omitted to act in bad faith, with reckless disregard of its obligations or in an intentionally malicious manner.¹

C. Except where (i) DST is entitled to indemnification under Section 17.B. hereof, or (ii) with respect to the treatment of as ofs as provided in Exhibit 8, and subject to the limitations on liability set forth herein under Section 20, DST 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 that may be asserted against the Funds or for which the Funds may be held liable, 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) DST’s refusal or failure to comply with the terms of this Agreement, (b) DST’s negligence or willful misconduct hereunder, or (c) the breach of any representation or warranty of DST hereunder.

18. Limitations on Liability.

A. 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

¹ “Intentionally malicious” as used in this Section 17.A.(9) shall mean act or omission committed or omitted: (1) with the actual knowledge that the action or omission at issue is a breach of the Party’s obligations under this Agreement and (2) with the intention of causing harm to the other party or its customers or shareholders.

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	Funds or series for any reason or establishing any liability of any Fund or series for the obligations of the other Funds or Series.
B.	Notice is hereby given to DST that a copy of each Fund’s Charter Documents 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.
C.	The cumulative aggregate liability of DST under this Agreement (whether to any Fund or Series, or all the Funds and Series in the aggregate), on the one hand, and of any Fund or Series, or all the Funds and Series in the aggregate to DST, 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 in the aggregate hereunder by all the Funds and all the Series to DST as Fees, but not including Expenses (as defined in this Agreement), during the twelve (12) months immediately preceding the event giving rise to the liability.  The preceding limitations do not apply with respect to: (a) any liability of DST or the Funds with respect to, arising from or arising in connection with the intentional breach by DST or the Funds, as the case may be, of the requirements set forth in Section 21 hereof and committed with the actual knowledge that the action or omission at issue is a material breach of the Party’s obligations under this Agreement for the purpose of harming the other party or its customers or shareholders; or (b) any liability of a Fund or Series with respect to (i) the payment of Fees or Expenses, or both, (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 DST on behalf of such Fund or Series in the course of providing Services to such Fund or Series, or (iii) for Losses for which DST (including any related party identified under Section 17.B) is held liable or for which DST must pay to a third party, including but not limited to a shareholder of any Fund.

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	D.	Without limiting anything else in this Agreement, gains and losses resulting from “as of” adjustments shall be treated in accordance with, and governed by, the As Of Trade Policy attached as Exhibit 8 hereto (as amended from time to time by mutual agreement of DST and the Funds), which is incorporated into this Agreement.  DST shall be liable for any Losses resulting from “as of” adjustments only to the extent provided for in the As Of Trade Policy.
	E.	IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL EITHER PARTY UNDER THIS AGREEMENT BE LIABLE TO ANY PERSON, INCLUDING WITHOUT LIMITATION THE OTHER PARTY, FOR PUNITIVE, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR OTHER SPECIAL DAMAGES UNDER ANY PROVISION OF OR ON CONNECTION WITH SUCH PARTY’S PERFORMANCE UNDER THIS AGREEMENT OR FOR ANY ACT OR FAILURE TO ACT HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.
19.	Indemnification Procedure.
	A.	Promptly after receipt by an indemnified person of notice of the commencement of any action, such indemnified person will, if a claim in respect thereto is to be made against an indemnifying party hereunder, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party will not relieve an indemnifying party from any liability that it may have to any indemnified person for contribution or otherwise under the indemnity agreement contained herein except to the extent it is prejudiced as a proximate result of such failure to timely notify.  In case any such action is brought against any indemnified person and such indemnified person seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to assume the defense thereof (in its own name or in the name and on behalf of any indemnified party or both with counsel reasonably satisfactory to such indemnified person); provided, however, if the defendants in any such action include both the indemnified person and an indemnifying party and the indemnified person shall have reasonably concluded that there may be a conflict between the positions of the indemnified person and an indemnifying party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified persons which are inconsistent with those available to an indemnifying party, the indemnified person or indemnified persons shall have the right

34

	to select one separate counsel (in addition to local counsel, both such separate counsel and such local counsel to be reasonably satisfactory to the indemnifying party’s counsel) to assume such legal defense and to otherwise participate in the defense of such action on behalf of such indemnified person or indemnified persons at such indemnified party’s sole expense.
B.	Upon receipt of notice from an indemnifying party to such indemnified person of its election so to assume the defense of such action and approval by the indemnified person of counsel, which approval shall not be unreasonably withheld (and any disapproval shall be accompanied by a written statement of the reasons therefor), the indemnifying party will not be liable to such indemnified person hereunder for any legal or other expenses subsequently incurred by such indemnified person in connection with the defense thereof.  An indemnifying party will not settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified persons are actual or potential parties to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of each indemnified person from all liability arising out of such claim, action, suit or proceeding.  An 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 claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder.  If it does so, it waives its right to indemnification therefor.
C.	The obligation to indemnify a party’s directors, officers, employees, representatives, partners, affiliates and agents, as appropriate, in accordance with Section 17.B. and 17.C., as applicable, may be enforced exclusively by that party, and nothing herein shall be construed to grant such officers, directors, employees, representatives, partners, affiliates 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, affiliates and agents.

20. Termination of Agreement.

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A.

This Agreement shall be in effect for an initial period of five (5) years (the “Initial Term”) from the Effective Date and thereafter may be terminated by either party as of the last day of the then current term by the giving to the other party of at least one (1) year’s prior written notice, provided, however, that the effective date of any termination shall not occur during the period from December 15 through March 30 of any year to avoid adversely impacting year end.  If such notice is not given by either party to the other at least one (1) year prior to the end of the then current term, this Agreement shall automatically extend for a new term equivalent to the same number of years as the Initial Term unless a different period is contained in any new Fee Schedule as the period during which such Fee Schedule shall be effective (in which latter event the period for which the Fee Schedule applies shall be the length of the new term), each such successive term or period, as applicable, being a new term of this Agreement, upon the expiration of any term hereof unless terminated as hereinafter provided in Section 12. B.

B.

All of the Funds together and DST, 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 20.B for which all of the Funds or DST may terminate this Agreement, such termination and deconversion shall be effective as of close of business on the first Friday after the expiration of the 90-day period (the “Termination for Cause Effective Date”) and upon notice by the Party not in breach to the other Party, provided, however, that, notwithstanding anything herein to the contrary, the effective date of any termination under this Section 20.B shall not occur during the period from December 15 through March 30 of any year to avoid adversely impacting year end.  Should a Termination for Cause Effective Date accrue on a date between December 15 of one year and March 30 of the immediately following year, the termination of this Agreement and deconversion of the data and Records of the Funds shall be deferred until, and shall occur as of, close of business on the first Friday on or after March 31 of such immediately following year.

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C. In addition to any right to terminate this Agreement under the provisions of this Section 20, either Party shall have the further right to terminate this Agreement, subject to the provisions of the last sentence of Section 20.B above, upon delivery of written notice to the other Party, upon the occurrence of any of the following:

(1)	the other party (including, with respect to the Funds, the Investment Manager) 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;
(2)	DST, in the case of the Funds, or the Investment Manager of the Funds, in the case of DST, 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 subsection, a controlling interest shall be deemed to be more than fifty percent of the equity interest in a person; or
(3)	the other party (including, with respect to the Funds, the Investment Manager) is the subject of any administrative or court order issued based on a final adjudication of matters with regard to a material violation of the 1933 Act, the 1934 Act, the 1940 Act or other applicable law relating to its business.

D. Upon any liquidation or other dissolution of any Fund, series of a Fund, or upon any Fund ceasing to be a registered investment company under the 1940 Act, this Agreement shall, in the sole discretion of DST, immediately expire with respect to each such Fund or series of a Fund, upon delivery of written notice to the Fund or Funds.  Upon any liquidation or other dissolution of the Investment Manager, or upon the Investment Manager ceasing to be a registered investment adviser under the Investment Advisers Act of 1940, this Agreement shall, in the sole discretion of DST, immediately expire with respect to the Funds upon delivery of written notice to the Funds.

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E.	Contemporaneously with the expiration, or any termination of this Agreement as to any or all Funds:
	(1)	DST shall reasonably promptly following DST’s receipt of instructions and receipt of payment of all outstanding amounts not being disputed in good faith by the Funds due to DST 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, DST shall not retain a copy of any data and Records in its possession (except as required by Applicable Law or where the Funds’ data is or Records are electronically stored on shared media); and
	(2)	Subject to Section 20.E.(4), DST shall provide (subject to the recompense of DST for such assistance at DST’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 DST to the successor transfer agent(s).
	(3)	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 in connection with or arising out of the deconversion (all Fees for the usual provision of Services to be paid contemporaneously with or before the deconversion) due to DST 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 9, pending resolution of such disputed amounts pursuant to binding arbitration as set forth in Section 23 of this Agreement, it being understood that such escrowed funds are (i) intended solely to insure full and complete payment by the Funds to DST for (A) deconversion and transition assistance as required by this Section 20.E; and (B) out-of-pocket or reimbursable expenses that are incurred by DST on behalf of the Funds but, as to which, reasonable evidence thereof is not yet available to be produced as of the last invoice rendered before the deconversion occurs, and (ii) not intended to apply to amounts due for DST’s

38

	performance of Services not directly related to the provision of deconversion assistance under this Agreement.  Accordingly, Fees and Expenses for which adequate documentation is available prior to the deconversion for the last month shall be paid separately from and without regard to the escrowed funds contemporaneously with DST’s delivery of the deconversion tapes.  In order to assure payment in full Section 16 of this Agreement (as modified only with respect to the payment of the last month’s Fees and Expenses) shall survive the termination of this Agreement until all sums due from the Funds under this Agreement are paid in full.  The only claims that may be asserted to withhold payment of the escrowed funds are claims arising from DST’s rendering or failure to render deconversion and transition assistance as required under the terms of this Agreement. Claims for service breaches unrelated to the provision by DST of required deconversion and transition assistance must be asserted in accordance with the terms set forth in Sections 17 and 22 of this Agreement, which sections shall survive the termination of this Agreement until the statute of limitations upon the assertion of claims arising under this Agreement has expired.
(4)	For purposes of this Section 20.E., including without limitation Section 20.E.(2), the terms “assistance” or “deconversion and transition 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 DST’s then current system or (iii) requiring DST to disclose any Confidential Information of DST (other than with respect to the format in which any Record is maintained on any DST System solely to the extent necessary to effect the deconversion and transition of Services from DST to the successor transfer agent as provided for under this Section 20.E and, even then, subject to such successor executing a confidentiality and non-disclosure agreement substantially in the form of Exhibit 10).
(5)	Notwithstanding the foregoing, in the event the Funds terminate this Agreement due to the breach of DST as provided in Section 20.B, DST hereby waives, and the Funds shall not be liable for, any Expenses or other amounts

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which DST may otherwise charge or assess in connection with the deconversion and transfer of the operations of the Funds to any successor transfer agent(s).

21.	Confidentiality.
	A.	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.

(1)

In the case of the Funds as the Disclosing Party, Confidential Information includes, without limitation, all data, including, without limitation, nonpublic personally identifiable information (“Personal Information”), and Records, and any and all nonpublic information related to the operations, activities, resources or trade secrets of the Funds, the Investment Manager or the Distributor or their business affairs provided by such persons to DST, but not including the format in which any record or data is maintained on any TA2000 or such other DST system.

(2)

In the case of DST as the Disclosing Party, Confidential Information includes, without limitation, all of DST’s financial statements and other financial records provided to the Funds by DST, all accountant’s reports relating to DST, and all manuals, systems and other technical information and data (other than data, Records or Confidential Information of the Funds) relating to DST’s operations, DST facilities and the resources of DST and other programs provided by DST to the Funds (including, without limitation, all intellectual property belonging to DST and DST’s operating procedures including, but not limited to, the following, in or on whatever form or media: the nonpublic portions of the Safeguard Procedures (those derived or developed by DST) and the discoveries, ideas, concepts, software in various stages of development, processes, procedures, “know-how,” organizational structure, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies, financial information and designs, drawings, specifications, techniques, models, data, source code, object

40

code, documentation, diagrams, flow charts, algorithms, research, development employed in or used in connection with data processing software and systems).

B.

“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 that 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.

C.

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 Safeguard Procedures to protect such Confidential Information.  The Receiving Party shall not disclose any Confidential Information of the Disclosing Party except as permitted under this Agreement, 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

41

		this Agreement or as legally required and shall not otherwise use any such Confidential Information.
	D.	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 22 (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.
22.	License.
	A.	During the Term, the Funds grant to DST 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 developed by the Fund and the Fund Marks, as set forth and defined on Schedule H attached hereto, which have been provided by the Funds (collectively, the “Fund Content”) to be used exclusively in providing the Services.  Subject to the license granted in this Section 22, the Funds retain all rights, title and interest in the Fund Content and the Fund Marks.  Except as expressly set forth in this Section 22, DST 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.
	B.	As between the Funds and DST, (i) 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 DST), all Personal Information, all records pertaining to, or containing information about, shareholders, the Fund Marks and the Funds Content, and (ii) DST owns all right, title and interest to, or has the right to use, all of the DST facilities used to perform the Services, including, without limitation, all source and object code (including any code used for web sites that are utilized in performing the Services other than any code relating to the Fund Marks or Fund Content), intellectual property and records pertaining to DST’s operations and operational results but not containing information about or pertaining to the Funds or shareholders.  The Funds hereby grant DST a limited, non-exclusive, royalty-free, right and license to:

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	(1)	Use the Funds’ Records and data, but solely on DST Facilities, as necessary or appropriate to perform the Services under this Agreement or as required by Applicable Law or government or self-regulatory authorities; and
	(2)	Use aggregated data solely for the purpose of producing reports on the use of the Services (and similar services performed for other clients of DST) and use usage data solely for the purpose of producing reports on the use and operation of the web-based Services, for, in each case, disclosure to DST, the Funds, regulators, publications  and other clients; provided, however, that (i) any such reports are made available 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) DST shall deliver to the Funds a copy of any such report at no additional cost.
C.	Except as provided in this Section 22, DST 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).

23.	Dispute Resolution.
	A.	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

43

	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 23, 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.
B.	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 23, in which event the provisions of this Section 23 shall control.
C.	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.
D.	Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Section 23, 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 23 and the CPR Rules.
E.	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.
F.	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

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	steps and otherwise assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute.
G.	At any oral hearing of evidence in connection with any arbitration conducted pursuant to this Section 23, 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.
H.	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.
I.	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.  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

45

	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 24.B, The Federal Arbitration Act, 9 U.S.C. §§1 to 14, except as modified hereby, shall govern the enforcement of this Section 23.
L.	Notwithstanding the Dispute resolution procedures contained in this Section 23, 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.
M.	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.
N.	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 DST nor the Funds, including any affiliated parties of any of the foregoing, 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 excluding an advertisement in the local media in the area in which the principal office of the other party is located.

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O.

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.

P.

The parties agree that this Section 23 applies solely and exclusively to arbitrations solely between DST and the Funds, and DST 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 other arbitration in which a Shareholder or any other Person other than the Funds is a party without the written consent of the DST.

24.	Miscellaneous.
	A.	This Agreement, together with the attached Schedules and Exhibits, which are attached hereto and incorporated herein as if fully set forth in this Agreement, constitute the entire agreement between the parties hereto and supersedes the Prior Agreement and any other prior agreements, draft or agreement or proposal with respect to the subject matter hereof, whether oral or written.
	B.	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.
	C.	All 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.
	D.	No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto.
	E.	The captions in this Agreement are included for convenience of reference only, and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.

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F.	This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
G.	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.
H.	If any part, term or provision of this Agreement is by the courts held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and 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 part, term or provision held to be illegal or invalid.
I.	This Agreement may not be assigned by the Funds or DST without the prior written consent of the other.
J.	Neither the execution nor performance of this Agreement shall be deemed to create a partnership or joint venture by and between the Funds and DST.  It is understood and agreed that all Services performed hereunder by DST shall be as an independent contractor and not as an employee of the Funds.  This Agreement is between DST and each of the Funds and neither this Agreement nor the performance of Services under it shall create any rights in any third parties.  There are no third party beneficiaries hereto.
K.	Except as specifically provided herein, this Agreement does not in any way affect any other agreements entered into among the parties hereto and any actions taken or omitted by any party hereunder shall not affect any rights or obligations of any other party hereunder except that, upon the Effective Date of this Agreement, the Prior Agreement shall terminate and be of no further force and effect save as to those provisions that survive the termination thereof according to the terms of the Prior Agreement.
L.	The failure of either party to insist upon the performance of any terms or conditions of this Agreement or to enforce any rights resulting from any breach of any of the terms or conditions of this Agreement, including the payment of damages, shall not be construed

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	as a continuing or permanent waiver of any such terms, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred.
M.	All notices to be given hereunder shall be deemed properly given if delivered in person or if sent by U.S. mail, first class, postage prepaid, or if sent by facsimile and thereafter confirmed by mail as follows:

If to DST:

DST Systems, Inc.

1055 Broadway, 7^th Floor

Kansas City, Missouri 64105

Attn: Group Vice President-Full Service

Facsimile No.: 816-435-3455

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

If to the Funds:

Lord Abbett Family of Funds

c/o Lord, Abbett & Co. LLC

90 Hudson Street

Jersey City, New Jersey 07302

49

Attn: Chief Operations Officer

Facsimile No.: 201-827-3154

Electronic Mail: jbinstock@lordabbett.com

With a copy of non-operational notices to:

Lord Abbett Family of Funds

c/o Lord, Abbett & Co. LLC

90 Hudson Street

Jersey City, New Jersey 07302

Attn: General Counsel

Facsimile No.: 201-827-3269

Electronic Mail: lkaplan@lordabbett.com

	or to such other address as shall have been specified in writing by the party to whom such notice is to be given.
N.	DST and the Funds (including the Funds’ Investment Manager and Principal Underwriter) agree that, during any term of this Agreement and for twelve (12) months after its termination, neither party will solicit for employment or offer employment to any employees of the other.

[SIGNATURES FOLLOW ON NEXT PAGE]

50

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized officers, to be effective as of the day and year first above written.

DST SYSTEMS, INC.		ON BEHALF OF EACH OF THE LORD ABBETT FUNDS LISTED ON SCHEDULE A
By:	/s/ Thomas J. Schmidt	By:	/s/ Daria L. Foster

Name:  Thomas J. Schmidt Name:  Daria L. Foster

Title:  Vice President Title:  President

51

SCHEDULE A (amended as of April 14, 2014)²

List of Funds

This Schedule A, as may be amended from time to time, is incorporated into that certain Agency Agreement dated April 30, 2010 (as amended March 15, 2011) by and between DST Systems, Inc. and the Lord Abbett Family of Funds, as amended. Capitalized terms used herein but not defined in this Schedule A have the meanings given to such terms in the Agreement.

The following table is the list of the Funds within the Lord Abbett Family of Funds. Registrants are listed in bold font and each Registrant’s Series, if any, are listed in italics immediately below the Registrant.

Lord Abbett Affiliated Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Equity Trust
	Lord Abbett Calibrated Large Cap Value
	Lord Abbett Calibrated Mid Cap Value Fund
Lord Abbett Global Fund, Inc.
	Lord Abbett Emerging Markets Corporate Debt Fund
	Lord Abbett Emerging Markets Currency Fund
	Lord Abbett Emerging Markets Local Bond Fund
	Lord Abbett Multi-Asset Global Opportunity Fund
Lord Abbett Investment Trust
	Lord Abbett Convertible Fund
	Lord Abbett Core Fixed Income Fund

²         As amended to reflect that effective April 14, 2014, the addition of Short Duration Income Portfolio as a series of Lord Abbett Series Fund, Inc.

52

	Lord Abbett Diversified Equity Strategy Fund
	Lord Abbett Floating Rate Fund
	Lord AbbettHigh Yield Fund
	Lord Abbett Income Fund
	Lord Abbett Inflation Focused Fund
	Lord Abbett Multi-Asset Balanced Opportunity Fund
	Lord Abbett Multi-Asset Growth Fund
	Lord Abbett Multi-Asset Income Fund
	Lord Abbett Short Duration Income Fund
	Lord Abbett Total Return Fund
Lord Abbett Mid Cap Stock Fund, Inc.
Lord Abbett Municipal Income Fund, Inc.
	Lord Abbett AMT Free Municipal Bond Fund
	Lord Abbett California Tax-Free Income Fund
	Lord Abbett High Yield Municipal Bond Fund
	Lord Abbett Intermediate Tax Free 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 Short Duration Tax Free Fund
Lord Abbett Research Fund, Inc.
	Lord Abbett Calibrated Dividend Growth Fund
	Lord AbbettGrowth Opportunities Fund
	Small-Cap Value Series

53

Lord Abbett Securities Trust
Lord Abbett Alpha Strategy Fund
	Lord Abbett Fundamental Equity Fund
	Lord Abbett Growth Leaders Fund
	Lord Abbett International Core Equity Fund
	Lord Abbett International Dividend Income Fund
	Lord Abbett International Opportunities Fund
	Lord AbbettMicro-Cap Growth Fund
	Lord AbbettMicro-Cap Value Fund
	Lord Abbett Value Opportunities Fund
Lord Abbett Series Fund, Inc.
	Bond-Debenture Portfolio
	Calibrated Dividend Growth Portfolio
	Classic Stock Portfolio
	Developing Growth Portfolio
	Fundamental Equity Portfolio
	Growth and Income Portfolio
	Growth Opportunities Portfolio
	International Core Equity Portfolio
	International Opportunities Portfolio
	Mid Cap Stock Portfolio
	Short Duration Income Portfolio
	Total Return Portfolio
	Value Opportunities Portfolio

54

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

55

EX-99.(H)(IV)

Exhibit 99(h)(iv)

Administrative Services Agreement - Amendment #22

AMENDMENT 22

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 Funds 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 such 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.

-Short Duration Income Portfolio

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

3. The Amendment is effective as of the 14^th day of April 2014.

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 and Assistant Secretary
	LORD, ABBETT & CO. LLC
	By:	/s/ Daria L. Foster
		Daria L. Foster
		Managing Member
Attested:
/s/ Lawrence H. Kaplan
Lawrence H. Kaplan
Member and General Counsel

EXHIBIT 1 (AMENDED AS OF APRIL 14, 2014)¹

TO

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Equity Trust

Lord Abbett Calibrated Large Cap Value Fund

Lord Abbett Calibrated Mid Cap Value Fund

Lord Abbett Global Fund, Inc.

Lord Abbett Emerging Markets Corporate Debt Fund

Lord Abbett Emerging Markets Currency Fund

Lord Abbett Emerging Markets Local Bond Fund

Lord Abbett Multi-Asset Global Opportunity Fund

Lord Abbett Investment Trust

Lord Abbett Convertible Fund

Lord Abbett Core Fixed Income Fund

Lord Abbett Diversified Equity Strategy Fund

Lord Abbett Floating Rate Fund

Lord Abbett High Yield Fund

Lord Abbett Inflation Focused Fund

Lord Abbett Multi-Asset Balanced Opportunity Fund

Lord Abbett Multi-Asset Growth Fund

Lord Abbett Multi-Asset Income Fund

Lord Abbett Short Duration Income Fund

Lord Abbett Total Return Fund

Lord Abbett Mid Cap Stock Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.

Lord Abbett AMT Free Municipal Bond Fund

Lord Abbett California Tax-Free Income Fund

Lord Abbett High Yield Municipal Bond Fund

Lord Abbett Intermediate Tax Free 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 Short Duration Tax Free Fund

¹ As amended to reflect that (1) effective November 7, 2013, the Reorganization of Lord Abbett Classic Stock Fund, a series of Lord Abbett Research Fund, Inc., into Lord Abbett Calibrated Dividend Growth Fund, a series of Lord Abbett Research Fund, Inc.; (2) effective November 29, 2013, Lord Abbett Global Allocation Fund changed its name to Lord Abbett Multi-Asset Global Opportunity Fund; (3) effective December 1, 2013, Lord Abbett Balanced Strategy Fund changed its name to Lord Abbett Multi-Asset Balanced Opportunity Fund; Lord Abbett Diversified Income Strategy Fund changed its name to Lord Abbett Multi-Asset Income Fund; and Lord Abbett Growth & Income Strategy Fund changed its name to Lord Abbett Multi-Asset Growth Fund; and (4) effective April 14, 2014, the addition of Short Duration Income Portfolio as a series of Lord Abbett Series Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett Calibrated Dividend Growth Fund

Lord Abbett Growth Opportunities Fund

Small-Cap Value Series

Lord Abbett Securities Trust

Lord Abbett Alpha Strategy Fund

Lord Abbett Fundamental Equity Fund

Lord Abbett Growth Leaders Fund

Lord Abbett International Core Equity Fund

Lord Abbett International Dividend Income Fund

Lord Abbett International Opportunities Fund

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.

Bond-Debenture Portfolio

Calibrated Dividend Growth Portfolio

Classic Stock Portfolio

Developing Growth Portfolio

Fundamental Equity Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Core Equity Portfolio

International Opportunities Portfolio

Mid Cap Stock Portfolio

Short Duration Income Portfolio

Total Return Portfolio

Value Opportunities Portfolio

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

EX-99.(I)

Exhibit 99(i)

	Matthew A. Chambers
February 23, 2015	+1 202 663 6591 (t)
	+1 202 663 6363 (f)
	matthew.chambers@wilmerhale.com

Lord Abbett Affiliated 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. 109 to the Registration Statement on Form N-1A (the “Amendment”) under the Securities Act of 1933, as amended (Amendment No. 109 under the Investment Company Act of 1940, as amended), of Lord Abbett Affiliated Fund, Inc., a Maryland corporation (the “Company”), and in connection therewith your registration of Class A, B, C, F, I, P, R2, R3, R4, R5, and R6 shares of capital stock, with a par value of $.001 each, of the Company (collectively, the “Shares”).

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

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

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

Very truly yours,
WILMER CUTLER PICKERING
HALE AND DORR LLP
By:	/s/ Matthew A. Chambers
	Matthew A. Chambers, a partner

Wilmer Cutler Pickering Hale and Dorr llp, 1875 Pennsylvania Avenue NW, Washington, DC 20006

Baltimore     Beijing     Berlin      Boston     Brussels     London     New York     Oxford     Palo Alto     Waltham     Washington

EX-99.(J)

Exhibit 99(j)

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Post-Effective Amendment No. 109 to Registration Statement No. 002-10638 on Form N-1A of our report dated December 19, 2014, relating to the financial statements and financial highlights of Lord Abbett Affiliated Fund, Inc., appearing in the Annual Report on Form N-CSR of Lord Abbett Affiliated Fund, Inc. for the year ended October 31, 2014.

We also consent 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.

/s/ DELOITTE & TOUCHE LLP

New York, New York

February 23, 2015

EX-99.(M)

Exhibit 99(m)

The Lord Abbett Family of Funds

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

as of November 6, 2014

AMENDED AND RESTATED RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of November 6, 2014 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 November 6, 2014 supersedes the Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement dated as of August 10, 2007.

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.

(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

2

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.

(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.

3

(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.

(h)        Class R4 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 .25% of the average daily net asset value of Class R4 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 R4 Shares or in service activities with respect to Class R4 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(h)(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 R4 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.        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

4

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.

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.

5

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.

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

6

SCHEDULE A

The Lord Abbett Family of Funds

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

As of November 6, 2014¹

FUNDS	CLASSES
Lord Abbett Affiliated Fund, Inc.	A, B, C, F, P, R2, R3, R4
Lord Abbett Bond-Debenture Fund, Inc.	A, B, C, F, P, R2, R3, R4
Lord Abbett Developing Growth Fund, Inc.	A, B, C, F, P, R2, R3, R4
Lord Abbett Equity Trust
Lord Abbett Calibrated Large Cap Value Fund	A, C, F, R2, R3, R4
Lord Abbett Calibrated Mid Cap Value Fund	A, C, F, R2, R3, R4
Lord Abbett Global Fund, Inc.
Lord Abbett Emerging Markets Corporate Debt Fund	A, C, F, R2, R3, R4
Lord Abbett Emerging Markets Currency Fund	A, B, C, F, P, R2, R3, R4
Lord Abbett Emerging Markets Local Bond Fund	A, C, F, R2, R3, R4
Lord Abbett Multi-Asset Global Opportunity Fund	A, B, C, F, P, R2, R3, R4
Lord Abbett Investment Trust
Lord Abbett Convertible Fund	A, B, C, F, P, R2, R3, R4
Lord Abbett Core Fixed Income Fund	A, B, C, F, P, R2, R3, R4
Lord Abbett Diversified Equity Strategy Fund	A, B, C, F, P, R2, R3, R4
Lord Abbett Floating Rate Fund	A, B, C, F, R2, R3, R4
Lord Abbett High Yield Fund	A, B, C, F, P, R2, R3, R4
Lord Abbett Income Fund	A, B, C, F, P, R2, R3, R4
Lord Abbett Inflation Focused Fund	A, C, F, R2, R3, R4
Lord Abbett Multi-Asset Balanced Opportunity Fund	A, B, C, F, P, R2, R3, R4
Lord Abbett Multi-Asset Growth Fund	A, B, C, F, P, R2, R3, R4
Lord Abbett Multi-Asset Income Fund	A, B, C, F, P, R2, R3, R4
Lord Abbett Short Duration Income Fund	A, B, C, F, P, R2, R3, R4
Lord Abbett Total Return Fund	A, B, C, F, P, R2, R3, R4
Lord Abbett Mid Cap Stock Fund, Inc.	A, B, C, F, P, R2, R3, R4
Lord Abbett Municipal Income Fund, Inc.

¹        As amended to reflect the addition of Class R4 shares: (1) effective November 6, 2014, to Lord Abbett Equity Trust, Lord Abbett Investment Trust, and Lord Abbett Securities Trust (except Lord Abbett Micro-Cap Growth Fund and Lord Abbett Micro-Cap Value Fund); and (2) effective November 12, 2014, to Lord Abbett Affiliated Fund, Inc., Lord Abbett Bond-Debenture Fund, Inc., Lord Abbett Developing Growth Fund, Inc., Lord Abbett Global Fund, Inc., Lord Abbett Mid Cap Stock Fund, Inc., and Lord Abbett Research Fund, Inc.

B-1

Lord Abbett AMT Free Municipal Bond Fund	A, C, F
Lord Abbett California Tax-Free Income Fund	A, C, F, P
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 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 Short Duration Tax Free Fund	A, B, C, F
Lord Abbett Research Fund, Inc.
Lord Abbett Calibrated Dividend Growth Fund	A, B, C, F, P, R2, R3, R4
Lord Abbett Growth Opportunities Fund	A, B, C, F, P, R2, R3, R4
Small-Cap Value Series	A, B, C, F, P, R2, R3, R4
Lord Abbett Securities Trust
Lord Abbett Alpha Strategy Fund	A, B, C, F, P, R2, R3, R4
Lord Abbett Fundamental Equity Fund	A, B, C, F, P, R2, R3, R4
Lord Abbett Growth Leaders Fund	A, B, C, F, R2, R3, R4
Lord Abbett International Core Equity Fund	A, B, C, F, P, R2, R3, R4
Lord Abbett International Dividend Income Fund	A, B, C, F, R2, R3, R4
Lord Abbett International Opportunities Fund	A, B, C, F, P, R2, R3, R4
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, R4
Lord Abbett U.S. Government & Government
Sponsored Enterprises Money Market Fund, Inc.	A, B, C

B-2

SCHEDULE B

The Lord Abbett Family of Funds – Class A

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

As of November 6, 2014

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 Stock 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%

B-3

EX-99.(N)

Exhibit 99(n) 

The Lord Abbett Family of Funds

Amended and Restated Plan as of November 6, 2014¹

Pursuant to Rule 18f-3(d)

under the Investment Company Act of 1940

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, Class R4, Class R5, Class R6 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 R4 shares, Class R5 shares, Class R6 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, Class R3, and Class R4, each Fund will pay service and/or

¹ Originally adopted August 15, 1996 and previously Amended and Restated as of July 1, 2008 and June 6, 2013.

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 generally will pay distribution fees at an aggregate fee at the annual rate of 0.35%, 0.25%, or 0.20% of the average daily NAV of the Class A share accounts, as set by the Board, 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 generally will 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 generally will 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 generally will 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 generally will 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 generally will 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 generally will 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

Pursuant to the Joint 12b-1 Plan as to the Class R4 shares, if effective, each Fund generally will pay an aggregate fee at an annual rate of up to 0.25% 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 0.50% of the average daily NAV of the Class R3 shares.

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 generally will 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 R5 shares do not have a Rule 12b-1 Plan.

The Class R6 shares do not have a Rule 12b-1 Plan.

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, Class R4, Class R5, Class R6 and Class I shares will not be subject to a CDSC.

3. CLASS-SPECIFIC EXPENSES.

(a)        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: (i) 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; (ii) transfer and shareholder servicing agent fees and shareholder servicing costs identifiable as being attributable to the particular provisions of a specific class; (iii) 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; (iv) Securities and Exchange Commission registration fees incurred by a specific class; (v) Board fees or expenses identifiable as being attributable to a

3

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

(b)        Expenses of a Fund shall be apportioned to each class of shares depending upon the nature of the expense item. For each of the class-specific expenses listed above, the General Counsel and Chief Financial Officer, or their respective designees, shall determine, subject to Board approval or ratification, which such categories of expenses will be treated as class-specific expenses, consistent with applicable legal principles under the 1940 Act and the Internal Revenue Code of 1986, as amended (the “Code”), or any private letter ruling with respect to the Funds issued by the Internal Revenue Service.

(1)        Expenses in category (3)(a)(i) above must be allocated to the class for which such expenses are incurred.

(2)        With respect to all other approved class-specific expenses, including, with respect to Class R6 shares, certain omnibus account fees and infrastructure fees (as set forth under the Amended and Restated Schedule F to the Agency Agreement), the total amount of such class-specific expenses shall be allocated to each of the other separate classes of shares based on the relative net assets of those classes.

(3)        For each Fund’s Class R6 shares, the total amount of class-specific expenses (other than certain omnibus account fees and infrastructure fees as set forth above) incurred by such class will be directly allocated to that class.

(4)        In addition, certain expenses may be allocated differently if their method of imposition changes. Thus, if a class-specific expense can no longer be attributed to a class, it shall be charged to a Fund for allocation among all of the Fund’s classes of shares, as may be appropriate. However, any additional class-specific expenses not specifically identified above, which are subsequently identified and determined to be properly allocated to one class of shares, shall not be so allocated until approved by the Board, as appropriate, in light of the requirements of the 1940 Act and the Code.

4

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.

(a)        Class B Share Conversions. 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.

(b)        Share Class Conversions for Fee-Based Advisory Programs. At the request of a financial intermediary firm sponsoring a fee-based advisory program, shares of a Fund may be converted into shares of the another class of the same Fund, without the imposition of any sales charge, fee or other charge, under the following circumstances:

(1)        Participation in a Fee-Based Advisory Program. Any class of shares, other than Class B shares, may be converted into Class F shares or Class I shares (if the shareholder is eligible to purchase Class I shares), provided that: (i) the shares are not subject to any sales charge, including a CDSC; and (ii) such conversion is necessary to facilitate the shareholder’s participation in a fee-based program sponsored by the financial intermediary that is the broker of record on the shareholder’s account that holds the shares to be converted.

5

(2)        Removal from a Fee-Based Advisory Program. Any class of shares, other than Class B shares, may be converted to Class A shares, provided that the conversion is in connection with a shareholder currently participating in a fee-based program sponsored by a financial intermediary and the shareholder owns (directly or beneficially) Class F or P shares that were acquired as part of the fee-based program, provided that: (i) the shareholder wishes to cease participating in the fee-based program; (ii) the shares are not subject to any sales charge, including CDSC; and (iii) the financial intermediary sponsoring the fee-based program (from which the shareholder is ceasing to participate) is the broker of record on the shareholder’s brokerage account that will hold the Class A shares after the conversion.

(c)        Other Share Class Conversions. At the request of a financial intermediary firm, shares of a Fund may be converted into shares of the another class of the same Fund, provided that: (i) the shares are not subject to any sales charge, including a CDSC; (ii) such conversion is necessary to facilitate shareholders investing through the financial intermediary to hold a single class of shares; and (iii) the shareholders hold one or more classes of shares that (y) are no longer eligible for purchase by the shareholders or (z) are not as advantageous for the shareholders to purchase. This subsection 7(c) shall not apply to any conversions between Class A, Class B, or Class C shares.

(d)        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 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.

6

SCHEDULE A

As of November 6, 2014²

The Lord Abbett Family of Funds

FUNDS	CLASSES
Lord Abbett Affiliated Fund, Inc.	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Bond-Debenture Fund, Inc.	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Developing Growth Fund, Inc.	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Equity Trust
Lord Abbett Calibrated Large Cap Value Fund	A, C, F, I, R2, R3, R4, R5, R6
Lord Abbett Calibrated Mid Cap Value Fund	A, C, F, I, R2, R3, R4, R5, R6
Lord Abbett Global Fund, Inc.
Lord Abbett Emerging Markets Corporate Debt Fund	A, C, F, I, R2, R3, R4, R5, R6
Lord Abbett Emerging Markets Currency Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Emerging Markets Local Bond Fund	A, C, F, I, R2, R3, R4, R5, R6
Lord Abbett Multi-Asset Global Opportunity Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Investment Trust
Lord Abbett Convertible Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Core Fixed Income Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Diversified Equity Strategy Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Floating Rate Fund	A, B, C, F, I, R2, R3, R4, R5, R6
Lord Abbett High Yield Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Income Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Inflation Focused Fund	A, C, F, I, R2, R3, R4, R5, R6
Lord Abbett Multi-Asset Balanced Opportunity Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Multi-Asset Growth Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Multi-Asset Income Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Short Duration Income Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Total Return Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Mid Cap Stock Fund, Inc.	A, B, C, F, I, P, R2, R3, R4, R5, R6

²         As amended to reflect the addition of Class R4, R5, and R6 shares: (1) effective November 6, 2014, to Lord Abbett Equity Trust, Lord Abbett Investment Trust, and Lord Abbett Securities Trust (except Lord Abbett Micro-Cap Growth Fund and Lord Abbett Micro-Cap Value Fund); and (2) effective November 12, 2014, to Lord Abbett Affiliated Fund, Inc., Lord Abbett Bond-Debenture Fund, Inc., Lord Abbett Developing Growth Fund Inc., Lord Abbett Global Fund, Inc., Lord Abbett Mid Cap Stock Fund, Inc., and Lord Abbett Research Fund, Inc.

A-1

Lord Abbett Municipal Income Fund, Inc.
Lord Abbett AMT Free Municipal Bond Fund	A, C, F, I
Lord Abbett California Tax-Free Income Fund	A, C, F, I, P
Lord Abbett High Yield Municipal Bond Fund	A, B, C, F, I, P
Lord Abbett Intermediate Tax Free Fund	A, B, C, F, I, P
Lord Abbett National Tax-Free Income Fund	A, B, C, F, I, P
Lord Abbett New Jersey Tax-Free Income Fund	A, F, I, P
Lord Abbett New York Tax-Free Income Fund	A, C, F, I, P
Lord Abbett Short Duration Tax Free Fund	A, B, C, F, I
Lord Abbett Research Fund, Inc.
Lord Abbett Calibrated Dividend Growth Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Growth Opportunities Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Small-Cap Value Series	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Securities Trust
Lord Abbett Alpha Strategy Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Fundamental Equity Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett Growth Leaders Fund	A, B, C, F, I, R2, R3, R4, R5, R6
Lord Abbett International Core Equity Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
Lord Abbett International Dividend Income Fund	A, B, C, F, I, R2, R3, R4, R5, R6
Lord Abbett International Opportunities Fund	A, B, C, F, I, P, R2, R3, R4, R5, R6
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, R4, R5, R6
Lord Abbett Series Fund, Inc.
Bond-Debenture Portfolio	VC
Calibrated Dividend Growth Portfolio	VC
Classic Stock Portfolio	VC
Developing Growth Portfolio	VC
Fundamental Equity Portfolio	VC
Growth and Income Portfolio	VC, P
Growth Opportunities Portfolio	VC
International Core Equity Portfolio	VC
International Opportunities Portfolio	VC
Mid Cap Stock Portfolio	VC
Short Duration Income Portfolio	VC
Total Return Portfolio	VC
Value Opportunities Portfolio	VC
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.	A, B, C, I

A-2