0001047469-03-022360 Sample Contracts

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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 • June 26th, 2003 • Lord Abbett Tax Free 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 Insured Intermediate Tax-Free Fund" and (ii) establish, pursuant to Section 5.3 of the Declaration, the following classes of the Lord Abbett Insured Intermediate Tax-Free 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.

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