Lord Abbett Municipal Income Trust Sample Contracts

Addendum to Management Agreement between Lord Abbett Tax-Free Income Trust and Lord, Abbett & Co. LLC DATED: OCTOBER 1, 2004 (THE "AGREEMENT")
Management Agreement • January 31st, 2006 • Lord Abbett Municipal Income Trust

Lord, Abbett & Co. LLC ("Lord Abbett") and Lord Abbett Tax-Free Income Trust (the "Trust"), on behalf of each of its Florida Series, Georgia Series, Michigan Series and Pennsylvania Series (each, a "Fund"), do hereby agree that (a) the annual management fee rate for each Fund with respect to paragraph 2 of the Agreement shall be reduced 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.

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MORGAN GUARANTY Letterhead February 9, 1996 Lord Abbett Tax-Free Income Trust 767 Fifth Avenue New York, N.Y. 10153 Attention: Mr. Kenneth B. Cutler Vice President Dear Sirs: Pursuant to Section 15 of the Global Custody Agreement, dated October 20,...
Global Custody Agreement • March 1st, 1996 • Lord Abbett Tax Free Income Trust

Pursuant to Section 15 of the Global Custody Agreement, dated October 20, 1993, between Lord Abbett Tax-Free Income Trust (hereinafter called the "Corporation") and Morgan GuarantyTrust Company of New York (hereinafter called "Morgan"), Morgan hereby assigns to The Bank of New York (hereinafter called "successor custodian"), as of January 1, 1996, all its rights and obligations under such Agreement, and successor custodian hereby agrees with you to be bound by such Agreement in accordance with its terms.

Addendum to Management Agreement between Lord Abbett Tax-Free Income Trust and Lord, Abbett & Co. LLC Dated: July 22, 2002 (the "Agreement")
Management Agreement • June 26th, 2003 • Lord Abbett Tax Free Income Trust

Lord, Abbett & Co. LLC and Lord Abbett Tax-Free Income Trust (the "Trust") on behalf of Lord Abbett Insured Intermediate Tax-Free Fund (the "Fund Series") do hereby agree that (a) the annual management fee rate for the Fund Series with respect to paragraph 2 of the Agreement shall be as follows: 0.45 of 1% of the first $2 billion of average daily net assets of Lord Abbett Insured Intermediate Tax-Free Fund, 0.425 of 1% of the next $3 billion of such assets and 0.40 of 1% of such assets in excess of $5 billion.

AMENDMENT TO DECLARATION AND AGREEMENT OF TRUST
Amendment to Declaration and Agreement of Trust • December 30th, 2004 • Lord Abbett Municipal Income Trust

The undersigned, being at least a majority of the Trustees of Lord Abbett Tax-Free Income Trust, a Delaware Business Trust (the "Trust"), organized pursuant to a Declaration and Agreement of Trust dated May 17, 2002 (the "Declaration"), do hereby (i) establish, pursuant to Section 5.3 of the Declaration, a new series of shares of the Trust to be designated the "Lord Abbett High Yield Municipal Bond Fund" and (ii) establish, pursuant to Section 5.3 of the Declaration, the following classes of the Lord Abbett High Yield Municipal Bond Fund: Class A, Class B, Class C, and Class P. Any variations as to purchase price, determination of net asset value, the price, terms and manner of redemption and special and relative rights as to dividends on liquidation, and conditions under which such series or class shall have separate voting rights, shall be as set forth in the Declaration or as elsewhere determined by the Board of Trustees of the Trust.

FORM OF December 14, 2007 State Street Bank and Trust Company Kansas City, MO 64105 Attn: Vice President, Custody Dear Sir or Madam:
Custodian and Investment Accounting Agreement • January 28th, 2008 • Lord Abbett Municipal Income Trust

Lord Abbett Investment 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.

AGENCY AGREEMENT by and between DST Systems, Inc. and The Lord Abbett Family of Funds
Agency Agreement • January 28th, 2008 • Lord Abbett Municipal Income Trust • New York

This Agency Agreement (“Agreement”) is made as of July 1, 2004 (“Effective Date”), by and among each of the Funds (as such term, and other capitalized terms, are defined in Addendum 1 hereto) 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 (the “Agent”).

CUSTODIAN AND INVESTMENT ACCOUNTING AGREEMENT
Custodian and Investment Accounting Agreement • January 28th, 2009 • Lord Abbett Municipal Income Trust • Massachusetts

This Agreement between EACH LEGAL ENTITY LISTED ON EXHIBIT A HERETO, each a business trust or corporation organized and existing under the laws of the jurisdiction indicated on Exhibit A (each a “FUND”), and STATE STREET BANK and TRUST COMPANY, a Massachusetts trust company (“STATE STREET”),

FORM OF AMENDMENT TO AGENCY AGREEMENT
Agency Agreement • December 1st, 2009 • Lord Abbett Municipal Income Trust

THIS AMENDMENT (“Amendment”), effective as of October 31, 2009, is attached to, and made a part of, that certain Agency Agreement dated as of July 1, 2004 (“Effective Date”), as amended, modified and supplemented from time to time (the “Agency Agreement”), by and among each of the Funds (as such term and other capitalized terms used herein are defined in Addendum 1 to the Agency Agreement) and DST Systems, Inc. (“DST”).

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

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.

The Lord Abbett Family of Funds Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement as of August 10, 2007
Joint Rule 12b-1 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.

Addendum to Management Agreement between Lord Abbett Tax-Free Income Trust and Lord, Abbett & Co. LLC DATED: JULY 22, 2002 (THE "AGREEMENT")
Management Agreement • January 28th, 2005 • Lord Abbett Municipal Income Trust

Lord, Abbett & Co. LLC and Lord Abbett Tax-Free Income Trust (the "Trust") on behalf of Lord Abbett Insured Intermediate Tax-Free Fund (the "Fund Series") do hereby agree that (a) the annual management fee rate for the Fund Series with respect to paragraph 2 of the Agreement shall be as follows: 0.45 of 1% of the first $2 billion of average daily net assets of Lord Abbett Insured Intermediate Tax-Free Fund, 0.425 of 1% of the next $3 billion of such assets and 0.40 of 1% of such assets in excess of $5 billion.

June 20, 2008 DST Systems, Inc.
Agency Agreement • December 10th, 2008 • Lord Abbett Municipal Income Trust
LORD ABBETT TAX-FREE INCOME TRUST DECLARATION AND AGREEMENT OF TRUST
Declaration and Agreement of Trust • July 22nd, 2002 • Lord Abbett Tax Free Income Trust
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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”);

LORD ABBETT MUNICIPAL INCOME TRUST AMENDMENT TO
Amendment to Declaration and Agreement of Trust • April 27th, 2007 • Lord Abbett Municipal Income Trust

This instrument shall constitute a clarification of the amendment to the Declaration that was executed on January 25, 2007, wherein the Lord Abbett High Yield Municipal Bond Fund was inaccurately referred to as the “Lord Abbett High Yield Municipal Income Fund.” This instrument shall be effective as of January 25, 2007.

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.
Agency Agreement • December 10th, 2008 • Lord Abbett Municipal Income Trust
LORD ABBETT MUNICIPAL INCOME TRUST AMENDMENT TO
Declaration and Agreement of Trust • April 27th, 2007 • Lord Abbett Municipal Income Trust

This instrument shall constitute an amendment to the Declaration and shall be effective as of the date that Post-Effective Amendment No. 34 to the Trust’s Registration Statement on Form N-1A becomes effective.

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.

LORD ABBETT MUNICIPAL INCOME TRUST AMENDMENT TO
Amendment to Declaration and Agreement of Trust • September 26th, 2008 • Lord Abbett Municipal Income Trust

The undersigned, being at least a majority of the Trustees of Lord Abbett Municipal Income Trust, a Delaware statutory trust (the “Trust”), organized pursuant to a Declaration and Agreement of Trust dated May 17, 2002 (the “Declaration”), do hereby (i) establish, pursuant to Section 5.3 of the Declaration, a new series of shares of the Trust to be designated the “Lord Abbett Short Duration Tax Free Fund”; (ii) establish, pursuant to Section 5.3 of the Declaration, the following classes of the Lord Abbett Short Duration Tax Free Fund: Class A, Class B, Class C, Class F, and Class I. Any variations as to purchase price, determination of net asset value, the price, terms and manner of redemption and special and relative rights as to dividends on liquidation, and conditions under which such series or class shall have separate voting rights, shall be as set forth in the Declaration or as elsewhere determined by the Board of Trustees of the Trust.

EXPENSE REIMBURSEMENT AGREEMENT
Expense Reimbursement Agreement • January 28th, 2008 • Lord Abbett Municipal Income Trust

This Expense Reimbursement Agreement (this “Agreement”) is made and entered into this 1st day of February, 2008 between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Municipal Income Trust with respect to the Georgia Series, Pennsylvania Series and Lord Abbett Intermediate Tax-Free Fund (formerly Lord Abbett Insured Intermediate Tax-Free Fund) (each a “Fund”).

LORD ABBETT MUNICIPAL INCOME TRUST AMENDMENT TO
Declaration and Agreement of Trust • September 12th, 2007 • Lord Abbett Municipal Income Trust

The undersigned, being at least a majority of the Trustees of the Lord Abbett Municipal Income Trust, a Delaware Statutory Trust (the “Trust”) organized pursuant to a Declaration and Agreement of Trust dated May 17, 2002 (the “Declaration”), do hereby establish, pursuant to Section 5.3 of the Declaration, one new class of shares for four of the Trust’s six series: Georgia Series, Lord Abbett High Yield Municipal Bond Fund, Lord Abbett Intermediate Tax-Free Fund, and Pennsylvania Series; such new class to be designated Class F shares of each series. Any variations as to purchase price, determination of net asset value, the price, terms and manner of redemption and special and relative rights as to dividends on liquidation, and conditions under which such series or class shall have separate voting rights, shall be as set forth in the Declaration or as elsewhere determined by the Board of Trustees of the Trust.

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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