EXHIBIT 9(b) MORGAN GUARANTY Letterhead February 9, 1996 Lord Abbett Tax-Free Income Fund, Inc. 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,...

 
                                                                    EXHIBIT 9(b)

                                 XXXXXX GUARANTY
                                   Letterhead




February 9, 1996


Lord Xxxxxx Tax-Free Income Fund, Inc.
000 Xxxxx Xxxxxx
Xxx Xxxx, X.X. 10153

Attention:  Xx. Xxxxxxx X. Xxxxxx
                  Vice President


Dear Sirs:

     Pursuant to Section 15 of the Global Custody  Agreement,  dated October 20,
1993,  between  Xxxx  Xxxxxx  Tax-Free  Income  Fund  (hereinafter   called  the
"Corporation") and Xxxxxx GuarantyTrust  Company of New York (hereinafter called
"Xxxxxx"),  Xxxxxx 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.

Sincerely,


____________________                        Consented to:
Vice President                              XXXX XXXXXX TAX-FREE INCOME FUND
Mutual Funds Division


Agreed and Confirmed                        By:___________________________
THE BANK OF NEW YORK                      Vice President


By:________________________
      Vice President