(as amended 4/20/2004)

BY-LAWS

OF

LORD ABBETT RESEARCH FUND, INC.

(a Maryland Corporation)



ARTICLE I

OFFICES

     Section 1. Principal  Office.  The principal  office of the  Corporation in

Maryland  shall be in the City of Baltimore,  and the name of the resident agent

in charge thereof is The Prentice-Hall Corporation Systems, Maryland. Section 2.

Other Offices.  The Corporation may also have an office in the City and State of

New York and  offices at such other  places as the Board of  Directors  may from

time to time determine.



     ARTICLE II STOCKHOLDERS MEETING

Section 1. Annual Meetings. The Corporation

shall not hold an annual meeting of its  stockholders  in any fiscal year of the

Corporation  unless  required in  accordance  with the following  sentence.  The

Chairman  of the Board or the  President  shall  call an annual  meeting  of the

stockholders  when the  election  of  directors  is  required  to be acted on by

stockholders  under the  Investment  Company Act of 1940,  as  amended,  and the

Chairman of the Board,  the President,  a Vice  President,  the Secretary or any

director shall call an annual meeting of  stockholders at the request in writing

of a majority  of the Board of  Directors  or of  stockholders  holding at least

one-quarter of the stock of the Corporation  outstanding and entitled to vote at

the  meeting.  Any  annual  meeting of the  stockholders  held  pursuant  to the

foregoing sentence shall be held at such time and at such place, within the City

of New York or  elsewhere,  as may be fixed by the  Chairman of the Board or the

President  or the Board of  Directors  or by the  stockholders  holding at least

one-quarter of the stock of the Corporation outstanding and entitled to vote, as

the case may be,  and as may be stated in the  notice  setting  forth such call,

provided that any  stockholders  requesting  such meeting shall have paid to the

Corporation  the  reasonably  estimated cost of preparing and mailing the notice

thereof,  which the Secretary shall determine and specify to such  stockholders.

Any meeting of stockholders held in accordance with this Section 1 shall for all

purposes  constitute the annual meeting of  stockholders  for the fiscal year of

the  Corporation  in  which  the  meeting  is held  and,  without  limiting  the

generality of the foregoing, shall be held for the purposes of (a) acting on any

such  matter or matters so  required  to be acted on by  stockholders  under the

Investment Company Act of 1940, as amended, and (b) electing directors,  and for

transacting  such other  business as may properly be brought before the meeting.

Only such  business,  in addition to that  prescribed by law, by the Articles of

Incorporation and by these By-laws, may be brought before such meeting as may be

specified by  resolution  of the Board of Directors or by writing filed with the

Secretary of the  Corporation  and signed by the Chairman of the Board or by the

President or by a majority of the directors or by stockholders  holding at least

one-quarter of the stock of the Corporation  outstanding and entitled to vote at

the meeting.



     Section 2. Special  Meetings.  Special meetings of the stockholders for any

purpose or purposes  may be held upon call by the  Chairman of the Board or by a

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC