0001193125-10-166039 Sample Contracts

FORM OF Addendum to Management Agreement between Lord Abbett Municipal Income Fund, Inc. and Lord, Abbett & Co. LLC Dated: October [ ], 2010 (the “Addendum”)
Management Agreement • July 26th, 2010 • Lord Abbett Municipal Income Fund Inc

Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Municipal Income Fund, Inc. (the “Company”), on behalf of its Lord Abbett AMT Free Municipal Bond 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 December 15, 1994 (“Management Agreement”) shall be as follows: 0.50 of 1% of the first $1 billion of the Fund’s average daily net assets; 0.45 of 1% of the next $1 billion of such assets; and 0.40 of 1% of such assets in excess of $2 billion.

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April 16, 2010 State Street Bank and Trust Company One Lincoln Street Boston, MA 02111-2900 Attn: Vice President, Custody Dear Sir or Madam:
Lord Abbett Municipal Income Fund Inc • July 26th, 2010

Lord Abbett Series Fund, Inc. (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.

FORM OF MANAGEMENT FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Waiver and Expense Reimbursement Agreement • July 26th, 2010 • Lord Abbett Municipal Income Fund Inc

This Management Fee Waiver and Expense Reimbursement Agreement (the “Agreement”) is made and entered into this [ ] day of October, 2010 between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Municipal Income Fund, Inc. (“Municipal Income Fund”) with respect to the Lord Abbett AMT Free Municipal Bond Fund (the “Fund”).

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