0001193125-10-236643 Sample Contracts

AGENCY AGREEMENT
Agency Agreement • October 26th, 2010 • Lord Abbett Municipal Income Fund Inc • New York

THIS AGREEMENT made the 30th 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 11th Street, 5th Floor, Kansas City, Missouri 64105 (“DST”):

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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 • October 26th, 2010 • Lord Abbett Municipal Income Fund Inc

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 15 to the ADMINISTRATIVE SERVICES AGREEMENT among The Investment Companies comprising the Lord Abbett Family of Funds and Lord, Abbett & Co. LLC (“Lord Abbett”)
Administrative Services Agreement • October 26th, 2010 • Lord Abbett Municipal Income Fund Inc

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 October 26, 2010 DST Systems, Inc.
Lord Abbett Municipal Income Fund Inc • October 26th, 2010
Form Of October 26, 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 • October 26th, 2010

Lord Abbett Municipal Income 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.

MANAGEMENT FEE WAIVER AND EXPENSE REIMBURSEMENT AGREEMENT
Management Fee Waiver and Expense Reimbursement Agreement • October 26th, 2010 • Lord Abbett Municipal Income Fund Inc

This Management Fee Waiver and Expense Reimbursement Agreement (the “Agreement”) is made and entered into this 26th day of October, 2010 between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Municipal Income Fund, Inc. (“Income Fund”) with respect to the Lord Abbett AMT Free Municipal Bond Fund (the “Fund”).

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