Form of Addendum to Management Agreement between Lord Abbett Municipal Income Fund, Inc. and Lord, Abbett & Co. LLC Dated: November [19], 2010 (the “Addendum”)

Form of Addendum to Management Agreement between

Lord Xxxxxx Municipal Income Fund, Inc.

and

Lord, Xxxxxx & Co. LLC

Dated: November [19], 2010 (the “Addendum”)

Lord, Xxxxxx & Co. LLC (“Lord Xxxxxx”) and Lord Xxxxxx Municipal Income Fund, Inc. (the “Company”), on behalf of its Lord Xxxxxx Intermediate Tax Free Fund and Lord Xxxxxx 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.

In addition, Lord Xxxxxx and the Company, on behalf of Lord Xxxxxx High Yield 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.

For purposes of Section 15(a) of the Investment Company Act of 1940, as amended, this Addendum, together with the Management Agreement and addenda thereto insofar as they have not been superseded, shall together constitute the investment advisory contract of the Company.

LORD XXXXXX MUNICIPAL INCOME FUND, INC.

BY:

Xxxxxx X. Xxxxxxxx

Vice President and Assistant Secretary

LORD, XXXXXX & CO. LLC

BY:

Xxxxxxxx X. Xxxxxx

Member and General Counsel