0001193125-10-264836 Sample Contracts

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 • November 19th, 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.

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Form Of November [19], 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 • November 19th, 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.

Form Of November [19], 2010 DST Systems, Inc.
Lord Abbett Municipal Income Fund Inc • November 19th, 2010
FORM OF AMENDMENT 16 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 • November 19th, 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 Addendum to Management Agreement between Lord Abbett Municipal Income Fund, Inc. and Lord, Abbett & Co. LLC Dated: November [19], 2010 (the “Addendum”)
Lord Abbett Municipal Income Fund Inc • November 19th, 2010

Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Municipal Income Fund, Inc. (the “Company”), on behalf of its Lord Abbett Intermediate Tax Free Fund and Lord Abbett Short Duration Tax Free Fund (each a “Fund” and collectively, the “Funds”), do hereby agree that the annual management fee rate for the Funds with respect to paragraph 2 of the management agreement dated December 15, 1994 (“Management Agreement”) shall be as follows: 0.40 of 1% of the first $1 billion of each 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.

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