0001104659-08-075624 Sample Contracts

FORM OF December 10, 2008 State Street Bank and Trust Company Kansas City, MO 64105 Attn: Vice President, Custody Dear Sir or Madam:
Lord Abbett Municipal Income Trust • December 10th, 2008

Lord Abbett Municipal Income Trust (the “Fund”), as a party to the Custodian and Investment Accounting Agreement between various Lord Abbett-sponsored mutual funds and State Street Bank and Trust Company (“State Street”) dated November 1, 2001 (the “Agreement”), requests an amendment to the Agreement pursuant to Section 17.

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The Lord Abbett Family of Funds Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement as of August 10, 2007
Distribution Plan and Agreement • December 10th, 2008 • Lord Abbett Municipal Income Trust

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

AMENDMENT 12
Administrative Services Agreement • December 10th, 2008 • Lord Abbett Municipal Income Trust

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

June 20, 2008 DST Systems, Inc.
Lord Abbett Municipal Income Trust • December 10th, 2008
AMENDMENT 13
Administrative Services Agreement • December 10th, 2008 • Lord Abbett Municipal Income Trust

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

FORM OF December 10, 2008 DST Systems, Inc.
Lord Abbett Municipal Income Trust • December 10th, 2008
Addendum to Management Agreement between Lord Abbett Municipal Income Trust and Lord, Abbett & Co. LLC Dated: December 10, 2008 (the “Addendum”)
Management Agreement • December 10th, 2008 • Lord Abbett Municipal Income Trust

Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Municipal Income Trust (the “Trust”), on behalf of its Lord Abbett Short Duration Tax Free Fund (the “Fund”), do hereby agree that the annual management fee rate for the Fund with respect to paragraph 2 of the management agreement dated July 22, 2002 (“Management Agreement”) shall be as follows: 0.40 of 1% of the first $2 billion of the Fund’s average daily net assets; 0.375 of 1% of the next $3 billion of such assets; and 0.35 of 1% of such assets in excess of $5 billion.

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • December 10th, 2008 • Lord Abbett Municipal Income Trust

This Expense Reimbursement Agreement (this “Agreement”) is made and entered into this 10th day of December, 2008 between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Municipal Income Trust with respect to the Lord Abbett Short Duration Tax Free Fund (the “Fund”).

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