Exhibit 99.(d)(ii)
Addendum to Management Agreement between
Lord ▇▇▇▇▇▇ Tax-Free Income Fund, Inc.
and
Lord, ▇▇▇▇▇▇ & Co. LLC
DATED: OCTOBER 1, 2004 (THE "AGREEMENT")
Lord, ▇▇▇▇▇▇ & Co. LLC ("Lord ▇▇▇▇▇▇") and Lord ▇▇▇▇▇▇ Tax-Free Income
Fund, Inc. (the "Fund"), on behalf of each of its Lord ▇▇▇▇▇▇ National Tax-Free
Income Fund, Lord ▇▇▇▇▇▇ California Tax-Free Income Fund, Lord ▇▇▇▇▇▇
Connecticut Tax-Free Income Fund, Lord ▇▇▇▇▇▇ Hawaii Tax-Free Income Fund, Lord
▇▇▇▇▇▇ Minnesota Tax-Free Income Fund, Lord ▇▇▇▇▇▇ Missouri Tax-Free Income
Fund, Lord ▇▇▇▇▇▇ New Jersey Tax-Free Income Fund, Lord ▇▇▇▇▇▇ New York Tax-Free
Income Fund, Lord ▇▇▇▇▇▇ Texas Tax-Free Income Fund, Lord ▇▇▇▇▇▇ Washington
Tax-Free Income Fund (each, a "Fund"), do hereby agree that the annual
management fee rate for each Fund with respect to paragraph 2 of the Agreement
shall be as follows: 0.45 of 1% of the first $1 billion of the Fund's average
daily net assets; 0.40 of 1% of the next $1 billion of such assets and 0.35 of
1% of such assets in excess of $2 billion.
For purposes of Section 15 (a) of the Act, this Addendum and the
Agreement shall together constitute the investment advisory contract of the
Fund.
LORD, ▇▇▇▇▇▇ & CO. LLC
BY: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Member and General Counsel
LORD ▇▇▇▇▇▇ TAX-FREE INCOME FUND, INC.
BY: /s/ ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Vice President & Assistant Secretary
