ARTICLES SUPPLEMENTARY

TO

ARTICLES OF INCORPORATION

OF

LORD ABBETT MUNICIPAL INCOME FUND, INC.

LORD ABBETT MUNICIPAL INCOME FUND, INC. (hereinafter called the “Corporation”), a Maryland corporation having its principal office c/o The Prentice-Hall Corporation System, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202, hereby certifies to the State Department of Assessments and Taxation of Maryland that:

FIRST :  The Corporation filed its original Articles of Incorporation with the State Department of Assessments and Taxation of Maryland on December 27, 1983. The Corporation filed Restated Articles of Incorporation with the State Department of Assessments and Taxation of Maryland on December 1, 1998 (hereinafter, the “Articles”).

SECOND :  Pursuant to the authority of the Board of Directors to classify and reclassify unissued shares of capital stock of the Corporation into series and classes under Article V, Section 1 of the Articles, the Board of Directors hereby creates: (1) three new series of stock, the legal names of which shall be: Lord Abbett High Yield Municipal Bond Fund, with Classes A, B, C, F, I, and P; Lord Abbett Intermediate Tax Free Fund, with Classes A, B, C, F, I, and P; and Lord Abbett Short Duration Tax Free Fund, with Classes A, B, C, F, and I ; and (2) Class I shares of each of Lord Abbett California Tax-Free Income Fund, Lord Abbett New Jersey Tax-Free Income Fund, and Lord Abbett New York Tax-Free Income Fund.

THIRD :  The Corporation presently has authority to issue 1,345,000,000 shares of capital stock, of the par value of $.001 each, having an aggregate par value of $1,345,000. The Board of Directors has previously classified and designated the Corporation’s shares as follows:

Lord Abbett AMT Free Municipal Bond Fund

Class A - 60,000,000 shares

Class C - 20,000,000 shares

Class F - 30,000,000 shares

Class I -  30,000,000 shares

Lord Abbett California Tax-Free Income Fund

Class A - 60,000,000 shares

Class C - 20,000,000 shares

Class F - 30,000,000 shares

Class P - 30,000,000 shares

Lord Abbett Connecticut Tax-Free Income Fund

Class A - 40,000,000 shares

Class F - 30,000,000 shares

Class P - 30,000,000 shares

Lord Abbett Hawaii Tax-Free Income Fund

Class A - 40,000,000 shares

Class F - 30,000,000 shares

Class P - 30,000,000 shares

Lord Abbett Missouri Tax-Free Income Fund

Class A - 60,000,000 shares

Class F - 30,000,000 shares

Class P - 30,000,000 shares

Lord Abbett New Jersey Tax-Free Income Fund

Class A - 80,000,000 shares

Class F - 30,000,000 shares

Class P - 30,000,000 shares

Lord Abbett New York Tax-Free Income Fund

Class A - 60,000,000 shares

Class C - 20,000,000 shares

Class F - 30,000,000 shares

Class P - 30,000,000 shares

Lord Abbett National Tax-Free Income Fund

Class A - 300,000,000 shares

2

FOURTH :  In accordance with § 2-105(c) of Title 2 of the Corporations and Associations Law of the State of Maryland, the total number of shares of capital stock which the Corporation shall have authority to issue is hereby increased to 4,400,001,000, of the par value of $.001 each, having an aggregate par value of $4,400,001.

FIFTH :  Pursuant to the authority of the Board of Directors to classify and reclassify unissued shares of stock of the Corporation and to classify a series into one or more classes of such series, the Board of Directors hereby classifies the 3,055,001,000 newly authorized but unclassified and unissued shares, as follows:

Lord Abbett California Tax-Free Income Fund

Class I - 100,000,000 shares

Lord Abbett High Yield Municipal Bond Fund

Class A - 400,000,000 shares

Class B -   15,000,000 shares

Class C - 200,000,000 shares

Class F - 200,000,000 shares

Class I -  100,000,000 shares

Class P -   10,000,000 shares

Lord Abbett Intermediate Tax Free Fund

Class A - 400,000,000 shares

Class B -   20,000,000 shares

Class C - 200,000,000 shares

Class F - 200,000,000 shares

Class I -  100,000,000 shares

Class P -   10,000,000 shares

Lord Abbett New Jersey Tax-Free Income Fund

Class I - 100,000,000 shares

Lord Abbett New York Tax-Free Income Fund

Class I - 100,000,000 shares

Lord Abbett Short Duration Tax Free Fund

Class A - 400,000,000 shares

Class B -            1,000 shares

Class C - 200,000,000 shares

Class F - 200,000,000 shares

3

Class I - 100,000,000 shares

   SIXTH :  Subject to the power of the Board of Directors to classify and reclassify unissued shares, all shares of the Corporation hereby classified as specified in Article Fifth above shall be invested in the same investment portfolio of the Corporation and shall have the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption set forth in Article V of the Articles and shall be subject to all other provisions of the Articles relating to stock of the Corporation generally.

   SEVENTH :  Following the increase in authorized shares as specified in Article Fourth above and the classification of authorized but unclassified and unissued shares as specified in Article Fifth above, the Corporation has authority to issue 4,400,001,000 shares of capital stock, of the par value of $.001 each, having an aggregate par value of $4,400,001. The authorized shares of the Corporation are classified and designated as follows:

Lord Abbett AMT Free Municipal Bond Fund

Class A - 60,000,000 shares

Class C - 20,000,000 shares

Class F - 30,000,000 shares

Class I -  30,000,000 shares

Lord Abbett California Tax-Free Income Fund

Class A - 60,000,000 shares

Class C - 20,000,000 shares

Class F - 30,000,000 shares

Class I - 100,000,000 shares

Class P - 30,000,000 shares

Lord Abbett Connecticut Tax-Free Income Fund

Class A - 40,000,000 shares

Class F - 30,000,000 shares

Class P - 30,000,000 shares

Lord Abbett Hawaii Tax-Free Income Fund

Class A - 40,000,000 shares

Class F -  30,000,000 shares

Class P -  30,000,000 shares

4

Lord Abbett High Yield Municipal Bond Fund

Class A - 400,000,000 shares

Class B -   15,000,000 shares

Class C - 200,000,000 shares

Class F - 200,000,000 shares

Class I -  100,000,000 shares

Class P -   10,000,000 shares

Lord Abbett Intermediate Tax Free Fund

Class A - 400,000,000 shares

Class B -   20,000,000 shares

Class C - 200,000,000 shares

Class F - 200,000,000 shares

Class I -  100,000,000 shares

Class P -   10,000,000 shares

Lord Abbett Missouri Tax-Free Income Fund

Class A - 60,000,000 shares

Class F - 30,000,000 shares

Class P - 30,000,000 shares

Lord Abbett National Tax-Free Income Fund

Class A - 300,000,000 shares

Form of Addendum to Management Agreement between

Lord Abbett Municipal Income Fund, Inc.

and

Lord, Abbett & Co. LLC

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

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

Form Of

November [19], 2010

State Street Bank and Trust Company

One Lincoln Street

Boston, MA 02111-2900

Attn:      Vice President, Custody

Dear Sir or Madam:

Lord Abbett Municipal Income Fund, Inc. (the “Fund”), as a party to the Custodian and Investment Accounting Agreement between various Lord Abbett-sponsored mutual funds and State Street Bank and Trust Company (“State Street”) dated November 1, 2001 (the “Agreement”), requests an amendment to the Agreement pursuant to Section 17.

Section 17 of the Agreement provides that, “in the event that a Fund establishes one or more series with respect to which it desires to have State Street render services as custodian and recordkeeper under the terms [of the Agreement], it shall so notify State Street in writing, and if State Street agrees in writing to provide such services, such series of Shares shall become a Portfolio [under the terms of the Agreement].” This letter is to notify State Street that on November 17, 2010, the Fund’s officers executed Articles Supplementary to the Articles of Incorporation establishing three new series of the Fund, the legal names of which are as follows: Lord Abbett High Yield Municipal Bond Fund, Lord Abbett Intermediate Tax Free Fund, and Lord Abbett Short Duration Tax Free Fund (each a “Portfolio”). It is the Fund’s desire to have State Street render services as custodian and recordkeeper to each Portfolio under the terms of the Agreement; therefore, the Fund requests that State Street agree, in writing, to provide such services to the Portfolios thereby making each Portfolio a Portfolio under the terms of the Agreement.

Attached is an Amended Exhibit A to the Agreement that shows the entity names and series of each fund that participates in the Agreement as of the close of business on November [19], 2010.

It is currently anticipated that the registration statement for the Portfolios will become effective on November [19], 2010. Accordingly, we appreciate your prompt attention to this matter. Please indicate State Street’s acceptance by signing below.

¹             As amended on November [19], 2010 to reflect (1) the Reorganization of each of Lord Abbett Connecticut Tax-Free Income Fund, Georgia Series, Lord Abbett Hawaii Tax-Free Income Fund, Lord Abbett Missouri Tax-Free Income Fund, and Pennsylvania Series into Lord Abbett National Tax-Free Income Fund; and (2) the Redomestication of each of Lord Abbett High Yield Municipal Bond Fund, Lord Abbett Intermediate Tax-Free Fund, and Lord Abbett Short Duration Tax Free Fund, as a series of Lord Abbett Municipal Income Fund, Inc.

A-1

A-2

Form Of

November [19], 2010

DST Systems, Inc.

1055 Broadway, 7 ^th Floor

Kansas City, MO 64105

Attn: Group Vice President – Full Service

Dear Sir or Madam:

Lord Abbett Municipal Income Fund, Inc. (the “Fund”), as a party to the Agency Agreement by and among each of the funds within the Lord Abbett Family of Funds and DST Systems, Inc. dated April 30, 2010 (the “Agreement”), hereby requests an amendment to the Schedule A of Agreement.

This letter is to notify DST Systems, Inc. that on November 17, 2010, the Fund’s officers executed Articles Supplementary to the Articles of Incorporation establishing three new series of the Fund, the legal names of which are as follows: Lord Abbett High Yield Municipal Bond Fund, Lord Abbett Intermediate Tax Free Fund, and Lord Abbett Short Duration Tax Free Fund (each a “Series”). It is the Fund’s desire to have DST Systems render services as transfer agent, dividend disbursing agent, and shareholder servicing agent to each Series under the terms of the Agreement; therefore, the Fund requests that DST Systems, Inc. agree, in writing, to provide such services to each Series thereby making each Series a Series under the terms of the Agreement. Attached is the revised Schedule A, amended to reflect the addition of each new series.

It is currently anticipated that the registration statement for the Series will become effective on November [19], 2010. Accordingly, we appreciate your prompt attention to this matter. Please indicate DST Systems, Inc.’s acceptance by signing below.

Accepted:

Enclosures

SCHEDULE A (amended as of November [19], 2010) ¹

List of Funds

This Schedule A, as may be amended from time to time, is incorporated into that certain Agency Agreement dated April 30, 2010 by and between DST Systems, Inc. and Lord Abbett Family of Funds. Capitalized terms used herein but not defined herein in this Schedule A have the meanings given to such terms in the Agreement.

The following table is the list of the Funds within the Lord Abbett Family of Funds. Registrants are listed in bold font and each Registrant’s Series, if any, are listed in italics immediately below the Registrant.

L ORD A BBETT A FFILIATED F UND , I NC .

L ORD A BBETT B LEND T RUST

    Lord Abbett Small-Cap Blend Fund

L ORD A BBETT B OND -D EBENTURE F UND , I NC .

L ORD A BBETT D EVELOPING G ROWTH F UND , I NC .

L ORD A BBETT G LOBAL F UND , I NC .

    Lord Abbett Global Allocation Fund

    Lord Abbett Developing Local Markets Fund

L ORD A BBETT I NVESTMENT T RUST

    Lord Abbett Convertible Fund

    Lord Abbett Core Fixed Income Fund

    Lord Abbett Floating Rate Fund

    Lord Abbett High Yield Fund

    Lord Abbett Income Fund

    Lord Abbett Short Duration Income Fund

    Lord Abbett Total Return Fund

    Lord Abbett Balanced Strategy Fund

    Lord Abbett Diversified Income Strategy Fund

    Lord Abbett Growth & Income Strategy Fund

    Lord Abbett Diversified Equity Strategy Fund

L ORD A BBETT M ID -C AP V ALUE F UND , I NC .

¹             As amended on November [19], 2010 to reflect (1) the Reorganization of each of Lord Abbett Connecticut Tax-Free Income Fund, Georgia Series, Lord Abbett Hawaii Tax-Free Income Fund, Lord Abbett Missouri Tax-Free Income Fund, and Pennsylvania Series into Lord Abbett National Tax-Free Income Fund; and (2) the Redomestication of each of Lord Abbett High Yield Municipal Bond Fund, Lord Abbett Intermediate Tax-Free Fund, and Lord Abbett Short Duration Tax Free Fund, as a series of Lord Abbett Municipal Income Fund, Inc.

L ORD A BBETT M UNICIPAL I NCOME F UND , I NC .

    Lord Abbett AMT Free Municipal Bond Fund

    Lord Abbett California Tax-Free Income Fund

    Lord Abbett High Yield Municipal Bond Fund

    Lord Abbett Intermediate Tax-Free Fund

    Lord Abbett National Tax-Free Income Fund

    Lord Abbett New Jersey Tax-Free Income Fund

    Lord Abbett New York Tax-Free Income Fund

    Lord Abbett Short Duration Tax Free Fund

L ORD A BBETT R ESEARCH F UND , I NC .

    Lord Abbett Capital Structure Fund

    Lord Abbett Classic Stock Fund

    Lord Abbett Growth Opportunities Fund

    Small-Cap Value Series

L ORD A BBETT S ECURITIES T RUST

    Lord Abbett Alpha Strategy Fund

    Lord Abbett Fundamental Equity Fund

    Lord Abbett International Core Equity Fund

    Lord Abbett International Dividend Income Fund

    Lord Abbett International Opportunities Fund

    Lord Abbett Large-Cap Value Fund

    Lord Abbett Micro-Cap Growth Fund

    Lord Abbett Micro-Cap Value Fund

    Lord Abbett Value Opportunities Fund

L ORD A BBETT S ERIES F UND , I NC .

    Bond-Debenture Portfolio

    Capital Structure Portfolio

    Classic Stock Portfolio

    Developing Growth Portfolio

    Fundamental Equity Portfolio

    Growth and Income Portfolio

    Growth Opportunities Portfolio

    International Core Equity Portfolio

    International Opportunities Portfolio

    Mid-Cap Value Portfolio

    Total Return Portfolio

    Value Opportunities Portfolio

L ORD A BBETT S TOCK A PPRECIATION F UND

L ORD A BBETT U.S. G OVERNMENT  & G OVERNMENT S PONSORED E NTERPRISES M ONEY M ARKET F UND , I NC .

FORM OF

AMENDMENT 16

to the

ADMINISTRATIVE SERVICES AGREEMENT

among

The Investment Companies comprising the Lord Abbett Family of Funds

(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1

and

Lord, Abbett & Co. LLC (“Lord Abbett”)

WHEREAS, the Investment Companies named on Exhibit 1 and Lord Abbett entered into an Administrative Services Agreement dated December 12, 2002, as may be amended from time to time (the “Agreement”);

WHEREAS, Section 9 of the Agreement provides for the addition to the Agreement of new funds created in the Lord Abbett Family of Funds where such funds wish to engage Lord Abbett to perform Administrative Services under the Agreement;

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to remove funds; and

WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include additional funds;

NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:

Lord Abbett Municipal Income Fund, Inc.

-   Lord Abbett Connecticut Tax-Free Income Fund

-   Lord Abbett Hawaii Tax-Free Income Fund

-   Lord Abbett Missouri Tax-Free Income Fund

Lord Abbett Municipal Income Trust

-   Georgia Series

-   Lord Abbett High Yield Municipal Bond Fund

-   Lord Abbett Intermediate Tax-Free Fund

-   Lord Abbett Short Duration Tax Free Fund

-   Pennsylvania Series

Lord Abbett Municipal Income Fund, Inc.

-   Lord Abbett High Yield Municipal Bond Fund

-   Lord Abbett Intermediate Tax Free Fund

-   Lord Abbett Short Duration Tax Free Fund

IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.

EXHIBIT 1 (AMENDED AS OF NOVEMBER [19], 2010) ¹

TO

ADMINISTRATIVE SERVICES AGREEMENT

The following funds comprise the Lord Abbett Family of Funds:

Lord Abbett Affiliated Fund, Inc.

Lord Abbett Blend Trust

Lord Abbett Small-Cap Blend Fund

Lord Abbett Bond-Debenture Fund, Inc.

Lord Abbett Developing Growth Fund, Inc.

Lord Abbett Global Fund, Inc.

Lord Abbett Global Allocation Fund

Lord Abbett Developing Local Markets Fund

Lord Abbett Investment Trust

Lord Abbett Balanced Strategy Fund

Lord Abbett Convertible Fund

Lord Abbett Core Fixed Income Fund

Lord Abbett Diversified Equity Strategy Fund

Lord Abbett Diversified Income Strategy Fund

Lord Abbett Floating Rate Fund

Lord Abbett Growth & Income Strategy Fund

Lord Abbett High Yield Fund

Lord Abbett Income Fund

Lord Abbett Short Duration Income Fund

Lord Abbett Total Return Fund

Lord Abbett Mid-Cap Value Fund, Inc.

Lord Abbett Municipal Income Fund, Inc.

Lord Abbett AMT Free Municipal Bond Fund

Lord Abbett California Tax-Free Income Fund

Lord Abbett High Yield Municipal Bond Fund

Lord Abbett Intermediate Tax Free Fund

Lord Abbett National Tax-Free Income Fund

Lord Abbett New Jersey Tax-Free Income Fund

Lord Abbett New York Tax-Free Income Fund

Lord Abbett Short Duration Tax Free Fund

¹                 As amended on November [19], 2010 to reflect (1) the Reorganization of each of Lord Abbett Connecticut Tax-Free Income Fund, Georgia Series, Lord Abbett Hawaii Tax-Free Income Fund, Lord Abbett Missouri Tax-Free Income Fund, and Pennsylvania Series into Lord Abbett National Tax-Free Income Fund; and (2) the Redomestication of each of Lord Abbett High Yield Municipal Bond Fund, Lord Abbett Intermediate Tax-Free Fund, and Lord Abbett Short Duration Tax Free Fund, as a series of Lord Abbett Municipal Income Fund, Inc.

Lord Abbett Research Fund, Inc.

Lord Abbett Capital Structure Fund

Lord Abbett Classic Stock Fund

Lord Abbett Growth Opportunities Fund

Small-Cap Value Series

Lord Abbett Securities Trust

Lord Abbett Alpha Strategy Fund

Lord Abbett Fundamental Equity Fund

Lord Abbett International Core Equity Fund

Lord Abbett International Dividend Income Fund

Lord Abbett International Opportunities Fund

Lord Abbett Large-Cap Value Fund

Lord Abbett Micro-Cap Growth Fund

Lord Abbett Micro-Cap Value Fund

Lord Abbett Value Opportunities Fund

Lord Abbett Series Fund, Inc.

Bond-Debenture Portfolio

Capital Structure Portfolio

Classic Stock Portfolio

Developing Growth Portfolio

Fundamental Equity Portfolio

Growth and Income Portfolio

Growth Opportunities Portfolio

International Core Equity Portfolio

International Opportunities Portfolio

Mid-Cap Value Portfolio

Total Return Portfolio

Value Opportunities Portfolio

Lord Abbett Stock Appreciation Fund

Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.

Dear Sirs:

You have requested our opinion in connection with your filing of Post-Effective Amendment No. 59 to the Registration Statement on Form N-1A (the “Amendment”) under the Securities Act of 1933, as amended (Amendment No. 60 under the Investment Company Act of 1940, as amended), of Lord Abbett Municipal Income Fund, Inc., a Maryland corporation (the “Company”), and in connection therewith your registration of shares of capital stock, with a par value of $.001 each, of the Classes A, B, C, F, I, and P of Lord Abbett High Yield Municipal Bond Fund; Classes A, B, C, F, I, and P of Lord Abbett Intermediate Tax Free Fund; and Classes A, B, C, F, and I of Lord Abbett Short Duration Tax Free Fund (collectively, the “Shares”).

We have examined the Articles of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Post-Effective Amendment, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.

In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents. We have also assumed that the number of shares issued does not exceed the number authorized.

We are of the opinion that the Shares issued in the continuous offering have been duly authorized and, when issued and paid for in cash at net asset value in accordance with the terms as set forth in the Amendment, the Shares will be validly issued, fully paid, and nonassessable.

Wilmer Cutler Pickering Hale and Dorr LLP , 1875 Pennsylvania Avenue NW, Washington, DC 20006

Page 2

We express no opinion as to matters governed by any laws other than Title 2 of the Maryland Code, Corporations and Associations. We consent to the filing of this opinion solely in connection with the Amendment. In giving such consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

The Lord Abbett Family of Funds

Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement

as of August 10, 2007

AMENDED AND RESTATED RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of August 10, 2007 by and between each of the registered, open-end management investment companies acting individually in respect of their constituent series listed on Schedule A hereto (each a “Fund”) and Lord Abbett Distributor LLC, a New York limited liability company (the “Distributor”). This Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement dated as of August 10, 2007 supersedes the Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement dated as of March 23, 2006.

WHEREAS, each Fund is an open-end management investment company or a series thereof registered under the Investment Company Act of 1940, as amended (the “Act”), and the Distributor is the exclusive selling agent of the Fund’s shares of beneficial interest or common stock, as the case may be (“Shares”), pursuant to the Distribution Agreement between the Fund and the Distributor.

WHEREAS, each Fund desires to amend and restate its Distribution Plan and Agreement by adopting and entering into this instrument on a several but not joint basis with each other Fund (as amended and restated, the “Plan”) with the Distributor, as permitted by Rule 12b-1 under the Act, pursuant to which the Fund may make certain payments to the Distributor to be used by the Distributor or paid to institutions and persons permitted by applicable law and/or rules to receive such payments (“Authorized Institutions”) in connection with sales of Shares and/or servicing of accounts of shareholders holding Shares, with which the Distributor has entered into a dealer or similar agreement (the “Agreements”).

WHEREAS, the Fund’s Board of Directors or Trustees, as the case may be (“Board”), has determined that there is a reasonable likelihood that the Plan will benefit the Fund and the holders of the Shares.

NOW, THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:

1.         The Fund has entered into a Distribution Agreement with the Distributor, under which the Distributor uses reasonable efforts, consistent with its other business, to secure purchasers of the Fund’s Shares. These efforts may include, but neither are required to include nor are limited to, the following: (a) making payments to Authorized Institutions in connection with sales of Shares and/or servicing of accounts of shareholders holding Shares; (b) providing continuing information and investment services to shareholder accounts not serviced by Authorized Institutions receiving a service fee from the Distributor hereunder and otherwise to encourage shareholder accounts to remain invested in the Shares; and (c) otherwise rendering service to the Fund, including paying and financing the payment of sales commissions, service fees and other costs of distributing and selling Shares as provided in paragraph 2 of this Plan.

2.        (a) Class A Fees .

(i)         In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 0.50% of the average daily net asset value of Class A Shares outstanding, subject to paragraph 3 hereof and any reduction specified on Schedule B hereto. Payments by holders of Class A Shares of contingent deferred reimbursement charges relating to distribution fees paid by the Fund hereunder shall reduce the amount of distribution fees for purposes of the annual 0.50% limit in those instances where the Fund is entitled to retain these charges. Notwithstanding the foregoing, the Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund shall pay to the Distributor an aggregate fee at the annual rate of 0.15% of the average daily net asset value of Class A Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class A Shares or in service activities with respect to Class A Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.

(ii)         Subject to the aggregate fee amounts set forth in paragraph 2(a)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed 0.25% of the average daily net asset value of Class A Shares outstanding, subject to any reduction specified on Schedule B hereto. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.

(b)          Class B Fees .

(i)         In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class B Shares outstanding, subject to paragraph 3 hereof. Notwithstanding the foregoing, the Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund shall pay to the Distributor an aggregate fee at the annual rate of .75% of the average daily net asset value of Class B Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class B Shares or in service activities with respect to the Class B Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.

(ii)         Subject to the aggregate fee amounts set forth in paragraph 2(b)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class B Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.

2

(c)          Class C Fees .

(i)         In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class C Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class C Shares or in service activities with respect to the Class C Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.

(ii)         Subject to the aggregate fee amounts set forth in paragraph 2(c)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class C Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.

(d)          Class F Fees .

(i)         In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class F Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class F Shares or in service activities with respect to Class F Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.

(ii)         Subject to the aggregate fee amounts set forth in paragraph 2(d)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class F Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.

(e)          Class P Fees .

(i)         In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of .75% of the average daily net asset value of Class P Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class P Shares or in service activities with respect to Class P Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.

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(ii)         Subject to the aggregate fee amounts set forth in paragraph 2(e)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class P Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.

(f)          Class R2 Fees .

(i)         In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class R2 Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class R2 Shares or in service activities with respect to Class R2 Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.

(ii)         Subject to the aggregate fee amounts set forth in paragraph 2(f)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value Class R2 Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.

(g)          Class R3 Fees .

(i)         In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of 1.00% of the average daily net asset value of Class R3 Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the distribution fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class R3 Shares or in service activities with respect to Class R3 Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.

(ii)         Subject to the aggregate fee amounts set forth in paragraph 2(g)(i) hereof, the Fund may attribute a portion of the distribution fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class R3 Shares outstanding. The Distributor may use all or a portion of these service fees to compensate Authorized Institutions for service activities as defined in paragraph 5 below.

3.         The Board shall from time to time determine the amounts, within the foregoing maximum amounts described in paragraph 2, that the Fund may pay the Distributor hereunder. These determinations and approvals of nonmaterial amendments to this Plan by the Board shall be made and given by votes of the kind referred to in paragraph 9.

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4.         The net asset value of the Shares shall be determined as provided in the Prospectus and Statement of Additional Information of the Fund. Any fees payable hereunder, which may be waived by the Distributor or Authorized Institutions in whole or in part, may be calculated and paid at least quarterly. If the Distributor waives all or a portion of the fees that are to be paid by the Fund hereunder, the Distributor shall not be deemed to have waived its rights under this Plan to have the Fund pay fees in the future. Nothing herein shall prohibit the Distributor from collecting Distribution Fees in any given year, as provided hereunder, in excess of expenditures made in that year for activities authorized under paragraph 1 hereof. The Distributor in its sole discretion may assign its right to receive fees hereunder.

5.         The Distributor shall provide to the Fund’s Board, and the Board shall review at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which the expenditures were made, including amounts expended for “distribution activities” and/or “service activities.” For purposes of this Plan, “distribution activities” shall mean any activities that are not deemed “service activities.” “Service activities” shall mean activities in connection with the provision of personal, continuing services to shareholder accounts in the Shares; provided, however, that if the National Association of Securities Dealers, Inc. (“NASD”) adopts a definition of “service fee” for purposes of Section 2830(b)(9) of the NASD Conduct Rules or any successor provision that differs from the definition of “service activities” hereunder, or if the NASD adopts a related interpretive position intended to define the same concept, the definition of “service activities” in this paragraph shall be automatically amended, without further action of the parties, to conform to the then effective NASD definition. Overhead and other expenses related to “distribution activities” or “service activities,” including telephone and other communications expenses, may be included in the information regarding amounts expended for these activities.

6.         The Distributor shall give the Fund the benefit of the Distributor’s reasonable judgment and good faith efforts in rendering services under this Plan. Other than to abide by the provisions hereof and render the services called for hereunder in good faith, the Distributor assumes no responsibility under this Plan and, having so acted, the Distributor shall not be held liable or held accountable for any mistake of law or fact, or for any loss or damage arising or resulting therefrom suffered by the Fund, or any of its shareholders, creditors, Board Members, or officers of the Fund; provided however, that nothing herein shall be deemed to protect the Distributor against any liability to the Fund or its shareholders by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder, or by reason of the reckless disregard of its obligations and duties hereunder.

7.         This Plan shall become effective upon the date hereof, and shall continue in effect from year to year so long as the Plan, together with any related agreements, is specifically approved at least annually by votes of a majority of both (a) the Board and (b) those Board Members who are not “interested persons” of the Fund and have no direct or indirect financial interest in the operation of this Plan or any agreements related thereto (“Independent Board Members”), cast in person at a meeting called for the purpose of voting on this approval. If a Fund is a series of a registered investment company, references to the Board, Board Members and Independent Board Members shall be to that or those of the company of which the Fund is a series.

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8.         This Plan may not be amended to increase materially the amount to be spent by the Fund hereunder above the maximum amounts referred to in paragraph 2 without a vote of a majority of the outstanding voting securities of the Fund in compliance with Rule 12b-1 and Rule 18f-3 under the Act or any successor statutes, rules or regulations as in effect at that time, and each material amendment must be approved in the manner provided for by paragraph 7. Because this amendment and restatement of the Plan does not increase the fees payable under the Plan as previously in effect, approval in the manner specified in paragraph 7 shall be sufficient for its adoption.

9.         Amendments to this Plan other than material amendments of the kind referred to in paragraph 8 may be adopted by a majority of both (a) the Board Members and (b) the Independent Board Members. The Board may, by such a vote, interpret this Plan and make all determinations necessary or advisable for its administration.

10.         This Plan may be terminated at any time without the payment of any penalty by the vote of a majority of the Independent Board Members, or by a vote of a majority of the outstanding voting securities of the Fund in compliance with Rule 12b-1 and Rule 18f-3 under the Act or any successor statute, rule or regulation as in effect at that time. This Plan shall automatically terminate in the event of its assignment.

11.         So long as this Plan shall remain in effect, the selection and nomination of those Board Members of the Fund who are not “interested persons” of the Fund are committed to the discretion of the incumbent disinterested Board Members. The terms “interested persons,” “assignment” and “vote of a majority of the outstanding voting securities” shall have the same meanings as those terms are defined in the Act.

12.         The Funds are adopting and entering into this Plan on a common basis for administrative convenience and not for the reason of creating or incurring any right, privilege, obligation or liability with respect to each other. Without limiting the generality of the foregoing, the obligations of the Funds under this Plan are several and not joint, and no Fund or class of Shares shall have any liability to pay any fee for any other Fund or class of Shares. This Plan shall be severable as to any Fund at the election of the Independent Board Members of that Fund. Additional Funds or classes of Shares may be added and existing Funds or classes of Shares may be removed from the operation of this Plan without action by any other Fund or class of Shares.

13.         The obligations of the Fund, including those imposed hereby, are not personally binding upon, nor shall resort be had to the private property of, any of the Board Members, shareholders, officers, employees or agents of the Fund individually, but are binding only upon the assets and property of the Fund. Any and all personal liability, either at common law or in equity, or by statute or constitution, of every Board Member, shareholder, officer, employee or agent for any breach of the Fund of any agreement, representation or warranty hereunder is hereby expressly waived as a condition of and in consideration for the execution of this Agreement by the Fund.

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IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and on its behalf by its duly authorized representative as of the date first above written.

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¹               As amended on November [19], 2010 to reflect (1) the Reorganization of each of Lord Abbett Connecticut Tax-Free Income Fund, Georgia Series, Lord Abbett Hawaii Tax-Free Income Fund, Lord Abbett Missouri Tax-Free Income Fund, and Pennsylvania Series into Lord Abbett National Tax-Free Income Fund; and (2) the Redomestication of each of Lord Abbett High Yield Municipal Bond Fund, Lord Abbett Intermediate Tax-Free Fund, and Lord Abbett Short Duration Tax Free Fund, as a series of Lord Abbett Municipal Income Fund, Inc.

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A-2

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The Lord Abbett Family of Funds

Amended and Restated Plan as of July 1, 2008

Pursuant to Rule 18f-3(d)

under the Investment Company Act of 1940

(Originally adopted August 15, 1996)

Rule 18f-3 (the “Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”), requires that the Board of Directors or Trustees of an investment company desiring to offer multiple classes pursuant to the Rule adopt a plan setting forth the separate arrangement and expense allocation of each class, and any related conversion features or exchange privileges. This document constitutes an amended and restated plan (the “Plan”) of each of the investment companies, or series thereof, listed on Schedule A attached hereto (each, a “Fund”). The Plan of any Fund is subject to amendment by action of the Board of Directors or Trustees (the “Board”) of such Fund and without the approval of shareholders of any class, to the extent permitted by law and by the governing documents of such Fund.

The Board, including a majority of the non-interested Board members, has determined that the following separate arrangement and expense allocation, and the related conversion features, if any, and exchange privileges, of each class of each Fund are in the best interest of each class of each Fund individually and each Fund as a whole.

Shares of all Funds except Lord Abbett Series Fund, Inc. shall be divided into Class A, Class B, Class C, Class F, Class P, Class R2, Class R3, and Class I shares as indicated for each Fund on Schedule A attached hereto. In the case of the Lord Abbett Series Fund, Inc., shares of the Growth and Income Portfolio shall be divided into Variable Contract Class shares (Class VC shares) and Class P shares and shares of all other Portfolios shall be comprised of one class of shares as indicated on Schedule A, each of which shall also be known as Class VC shares of the respective Portfolio.

(a)       Initial Sales Charge .  Class A shares will be traditional front-end sales charge shares, offered at their net asset value (“NAV”) plus a sales charge in the case of each Fund as described in such Fund’s prospectus as from time to time in effect.

Class B shares, Class C shares, Class F shares, Class P shares, Class R2 shares, Class R3 shares, Class I shares, and Class VC shares will be offered at their NAV without an initial sales charge.

(b)        Service and Distribution Fees .  As to the shares of Class A, Class B, Class C, Class F, Class P, Class R2, and Class R3, each Fund will pay service and/or distribution fees

under the Plan from time to time in effect adopted for such classes pursuant to Rule 12b-1 under the 1940 Act (the “Joint 12b-1 Plan”), at such rates as are set by its Board.

Pursuant to the Joint 12b-1 Plan as to the Class A shares, if effective, each Fund will generally pay distribution fees at an aggregate fee at the annual rate of 0.35% of the average daily NAV of the Class A share accounts, or such other rate as set by the Board from time to time. The Board has the authority to increase the total fees payable under the Joint 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an aggregate fee at the annual rate of 0.50% of the average daily NAV of the Class A shares. The effective dates of the Joint 12b-1 Plan for the Class A shares are based on achievement by the Funds of specified total net assets for the Class A shares of such Funds.

Pursuant to the Joint 12b-1 Plan as to the Class B shares, if effective, each Fund will generally pay an aggregate fee at the annual rate of up to 1.00% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time.

Pursuant to the Joint 12b-1 Plan as to the Class C shares, if effective, each Fund will generally pay an aggregate fee at an annual rate of up to 1.00% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time.

Pursuant to the Joint 12b-1 Plan as to the Class F shares, if effective, each Fund will generally pay an aggregate fee at an annual rate of up to 0.10% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the distribution fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an aggregate fee at the annual rate of 1.00% of the average daily NAV of the Class F shares.

Pursuant to the Joint 12b-1 plan as to the Class P shares, if operational, each Fund will generally pay an aggregate fee at an annual rate of up to 0.45% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the distribution fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an annual rate of 0.75% of the average daily NAV of the Class P shares.

Pursuant to the Joint 12b-1 Plan as to the Class R2 shares, if effective, each Fund will generally pay an aggregate fee at an annual rate of up to 0.60% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the distribution fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an annual rate of 1.00% of the average daily NAV of the Class R2 shares.

Pursuant to the Joint 12b-1 Plan as to the Class R3 shares, if effective, each Fund will generally pay an aggregate fee at an annual rate of up to 0.50% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the distribution fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an annual rate of 1.00% of the average daily NAV of the Class R3 shares.

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The Class VC shares do not have a Rule 12b-1 Plan. However, pursuant to a separate Services Agreement for the Class VC shares, each Fund will generally pay an aggregate fee at an annual rate of up to 0.25% of the average daily NAV of such shares then outstanding to certain insurance companies for the service and maintenance of shareholder accounts, or such other rate as set by the Board from time to time.

The Class I shares do not have a Rule 12b-1 Plan.

(c)        Contingent Deferred Sales Charges (“CDSC”) .  Subject to some waiver exceptions, Class A shares purchased in amounts of $1 million or more will be subject to a CDSC equal to 1.00% of the lower of the cost or the NAV of such shares if the shares are redeemed for cash on or before the first day of the month in which the one-year anniversary of the original purchase falls.

Class B shares will be subject to a CDSC ranging from 5.00% to 1.00% of the lower of the cost or the NAV of the shares, if the shares are redeemed for cash before the sixth anniversary of their purchase. The CDSC for the Class B shares may be waived for certain transactions. Class C shares will be subject to a CDSC equal to 1.00% of the lower of the cost or the NAV of the shares if the shares are redeemed for cash before the first anniversary of their purchase.

The Class F, Class P, Class R2, Class R3, and Class I shares will not be subject to a CDSC.

The following expenses shall be allocated, to the extent such expenses can reasonably be identified as relating to a particular class and consistent with Revenue Procedure 96-47, on a class-specific basis: (a) fees under the Joint 12b-1 Plan applicable to a specific class (net of any CDSC paid with respect to shares of such class and retained by the Fund) and any other costs relating to implementing or amending such Plan, including obtaining shareholder approval of such Plan or any amendment thereto; (b) transfer and shareholder servicing agent fees and shareholder servicing costs identifiable as being attributable to the particular provisions of a specific class; (c) stationery, printing, postage and delivery expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy statements to current share holders of a specific class; (d) Securities and Exchange Commission registration fees incurred by a specific class; (e) Board fees or expenses identifiable as being attributable to a specific class; (f) fees for outside accountants and related expenses relating solely to a specific class; (g) litigation expenses and legal fees and expense relating solely to a specific class; (h) expenses incurred in connection with shareholders meetings as a result of issues relating solely to a specific class and (i) other expenses relating solely to a specific class, provided, that advisory fees and other expenses related to the management of a Fund’s assets (including custodial fees and tax-return preparation fees) shall be allocated to all shares of such Fund on the basis of NAV, regardless of whether they can be specifically attributed to a particular class. All common expenses shall be allocated to shares of each class at the same time they are allocated to the shares of all other classes. All such expenses incurred by a class of shares will be charged directly to the net assets of the particular class and thus will be borne on a pro rata basis by the outstanding shares of such class. For all Funds, with the exception of Series Fund, each Fund’s

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Blue Sky expenses will be treated as common expenses. In the case of Series Fund, Blue Sky expenses will be allocated entirely to Class P, as the Class VC of Series Fund has no Blue Sky expenses.

Income, realized and unrealized capital gains and losses and expenses not allocated to a class as provided above shall be allocated to each class on the basis of the net assets of that class in relation to the net assets of the Fund, except that, in the case of each daily dividend Fund, income and expenses shall be allocated on the basis of relative net assets (settled shares).

Dividends and distributions paid by a Fund on each class of its shares, to the extent paid, will be calculated in the same manner, will be paid at the same time, and will be in the same amount, except that the amount of the dividends declared and paid by a particular class may be different from that paid by another class because of expenses borne exclusively by that class.

The NAV of each share of a class of a Fund shall be determined in accordance with the Articles of Incorporation or Declaration of Trust of such Fund with appropriate adjustments to reflect the allocations of expenses, income and realized and unrealized capital gains and losses of such Fund between or among its classes as provided above.

The Class B shares will automatically convert to Class A shares 8 years after the date of purchase. Such conversion will occur at the relative NAV per share of each Class without the imposition of any sales charge, fee or other charge. When Class B shares convert, any other Class B shares that were acquired by the shareholder by the reinvestment of dividends and distributions will also convert to Class A shares on a pro rata basis. The conversion of Class B shares to Class A shares after 8 years is subject to the continuing availability of a private letter ruling from the Internal Revenue Service or an opinion of counsel to the effect that the conversion does not constitute a taxable event for the Class B shareholder under Federal income tax law. If such a revenue ruling or opinion is no longer available, the automatic conversion feature may be suspended, in which event no further conversions of Class B shares would occur while such suspension remained in effect.

Subject to amendment by the Board, none of the other classes of shares shall be subject to any automatic conversion feature.

Except as set forth in a Fund’s prospectus as from time to time in effect, shares of any class of such Fund may be exchanged, at the holder’s option, for shares of the same class of

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another Fund, or other Lord Abbett-sponsored fund or series thereof, without the imposition of any sales charge, fee or other charge. In addition, shares of Classes F, P, R2, and R3 may be exchanged for Class A shares, but such an exchange will be subject to the imposition of a sales charge to the same extent as any purchase of Class A shares for cash.

* * *

This Plan is qualified by and subject to the terms of the then current prospectus for the applicable Fund; provided, however, that none of the terms set forth in any such prospectus shall be inconsistent with the terms contained herein. The prospectus for each Fund contains additional information about that Fund’s classes and its multiple-class structure.

This Plan has been adopted for each Fund with the approval of, and all material amendments thereto must be approved by, a majority of the members of the Board of such Fund, including a majority of the Board members who are not interested persons of the Fund.

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A-1

¹             As amended on November [19], 2010 to reflect (1) the Reorganization of each of Lord Abbett Connecticut Tax-Free Income Fund, Georgia Series, Lord Abbett Hawaii Tax-Free Income Fund, Lord Abbett Missouri Tax-Free Income Fund, and Pennsylvania Series into Lord Abbett National Tax-Free Income Fund; (2) the Redomestication of each of Lord Abbett High Yield Municipal Bond Fund, Lord Abbett Intermediate Tax-Free Fund, and Lord Abbett Short Duration Tax Free Fund, as a series of Lord Abbett Municipal Income Fund, Inc.; and (3) the addition of Class I shares of each of Lord Abbett California Tax-Free Income Fund, Lord Abbett New Jersey Tax-Free Income Fund, and Lord Abbett New York Tax-Free Income Fund.

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