0001047469-04-038619 Sample Contracts

Addendum to Management Agreement between Lord Abbett Municipal Income Trust and Lord, Abbett & Co. LLC Dated: December 30, 2004 (the "Agreement") ------------------------------------------
Management Agreement • December 30th, 2004 • Lord Abbett Municipal Income Trust

Lord, Abbett & Co. LLC and Lord Abbett Municipal Income Trust (the "Trust"), formerly known as Lord Abbett Tax-Free Income Trust, on behalf of Lord Abbett High Yield Municipal Bond Fund (the "Fund") do hereby agree that (a) the annual management fee rate for the Fund with respect to paragraph 2 of the 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.

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AMENDMENT TO DECLARATION AND AGREEMENT OF TRUST
Amendment to Declaration and Agreement of Trust • December 30th, 2004 • Lord Abbett Municipal 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 High Yield Municipal Bond Fund" and (ii) establish, pursuant to Section 5.3 of the Declaration, the following classes of the Lord Abbett High Yield Municipal Bond 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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