0001193125-11-017224 Sample Contracts

AGENCY AGREEMENT
Agency Agreement • January 28th, 2011 • Lord Abbett Municipal Income Fund Inc • New York

THIS AGREEMENT made the 30th day of April, 2010 (the “Effective Date”), by and among each of the funds within the Lord Abbett Family of Funds, each of such funds to be listed on Schedule A hereto as amended from time to time upon the mutual agreement of the parties, (each, a “Fund” and collectively, the “Funds”), and DST SYSTEMS, INC., a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11th Street, 5th Floor, Kansas City, Missouri 64105 (“DST”):

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MANAGEMENT FEE WAIVER AND EXPENSE LIMITATION AGREEMENT
Management Fee Waiver and Expense Limitation Agreement • January 28th, 2011 • Lord Abbett Municipal Income Fund Inc

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

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