Exhibit 99.(d)(ii)
Addendum to Management Agreement between
Lord Xxxxxx Tax-Free Income Fund, Inc.
and
Lord, Xxxxxx & Co. LLC
DATED: OCTOBER 1, 2004 (THE "AGREEMENT")
Lord, Xxxxxx & Co. LLC ("Lord Xxxxxx") and Lord Xxxxxx Tax-Free Income
Fund, Inc. (the "Fund"), on behalf of each of its Lord Xxxxxx National Tax-Free
Income Fund, Lord Xxxxxx California Tax-Free Income Fund, Lord Xxxxxx
Connecticut Tax-Free Income Fund, Lord Xxxxxx Hawaii Tax-Free Income Fund, Lord
Xxxxxx Minnesota Tax-Free Income Fund, Lord Xxxxxx Missouri Tax-Free Income
Fund, Lord Xxxxxx New Jersey Tax-Free Income Fund, Lord Xxxxxx New York Tax-Free
Income Fund, Lord Xxxxxx Texas Tax-Free Income Fund, Lord Xxxxxx Washington
Tax-Free Income Fund (each, a "Fund"), do hereby agree that the annual
management fee rate for each Fund with respect to paragraph 2 of the Agreement
shall be 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.
For purposes of Section 15 (a) of the Act, this Addendum and the
Agreement shall together constitute the investment advisory contract of the
Fund.
LORD, XXXXXX & CO. LLC
BY: /s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Member and General Counsel
LORD XXXXXX TAX-FREE INCOME FUND, INC.
BY: /s/ Xxxxxxxxx X. Xxxxxxx
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Xxxxxxxxx X. Xxxxxxx
Vice President & Assistant Secretary
