MANAGEMENT FEE WAIVER AND EXPENSE LIMITATION AGREEMENT

MANAGEMENT FEE WAIVER AND EXPENSE LIMITATION AGREEMENT

This Management Fee Waiver and Expense Limitation Agreement (the “Agreement”) is made and entered into this 1st day of February, 2011 between Lord, Xxxxxx & Co. LLC (“Lord Xxxxxx”) and Lord Xxxxxx Municipal Income Fund, Inc. (“Income Fund”) with respect to the Lord Xxxxxx Short Duration Tax Free Fund (“Short Duration Tax Free Fund”) and Lord Xxxxxx Intermediate Tax Free Fund (“Intermediate Tax Free Fund”) (collectively the “Funds”).

In consideration of good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:

1. With respect to the Lord Xxxxxx Short Duration Tax Free Fund, Lord Xxxxxx agrees for the time period set forth in paragraph 3 below to waive all or a portion of its management fee and bear directly and/or reimburse the Fund’s other expenses to the extent necessary so that total net annual operating expenses for each class, excluding 12b-1 fees, and interest related expenses, do not exceed an annual rate of 0.39%.

2. With respect to the Lord Xxxxxx Intermediate Tax Free Fund, Lord Xxxxxx agrees for the time period set forth in paragraph 3 below to waive all or a portion of its management fee and bear directly and/or reimburse the Fund’s other expenses to the extent necessary so that total net annual operating expenses for each class, excluding 12b-1 fees, and interest related expenses, do not exceed an annual rate of 0.45%.

3. This Agreement will be effective from February 1, 2011 through January 31, 2012. This Agreement may be terminated only by the Board of Directors of Income Fund upon written notice to Lord Xxxxxx.

IN WITNESS WHEREOF, Lord Xxxxxx and the Lord Xxxxxx Municipal Income Fund, Inc. have caused this Agreement to be executed by a duly authorized member and officer, respectively, to become effective as of the day and year first above written.

LORD, XXXXXX & CO. LLC
By:		/s/ Xxxxxxxx X. Xxxxxx
		Xxxxxxxx X. Xxxxxx
		Member and General Counsel
LORD XXXXXX MUNICIPAL INCOME FUND, INC.
By:		/s/ Xxxxxx X. Xxxxxxxx
		Xxxxxx X. Xxxxxxxx
		Vice President and Assistant Secretary