Form 485BPOS LORD ABBETT MUNICIPAL
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E-mailExhibit 99.(d)(x)
Addendum to Management Agreement between
Lord Abbett Municipal Income Fund, Inc.
and
Lord, Abbett & Co. LLC
Dated: September 28, 2021(the “Agreement”)
Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Municipal Income Fund, Inc., on behalf of the Lord Abbett Sustainable Municipal Bond Fund (referred to in this Addendum as the “Fund”), do hereby agree that, effective as of the Fund’s commencement of operations, the annual management fee rate for the Fund with respect to paragraph 2 of the Agreement shall be as follows:
0.32% on the first $1 billion of average daily net assets; and
0.29% on average daily net assets over $1 billion.
For purposes of Section 15 (a) of the Investment Company Act of 1940, as amended, this Addendum and the Agreement shall together constitute the investment advisory contract of the Fund.
| Lord Abbett municipal income fund, inc. | |||
| By: | /s/ John T. Fitzgerald | ||
| John T. Fitzgerald | |||
| Vice President and Assistant Secretary | |||
| Lord, Abbett & Co. LLC | |||
| By: | /s/ Lawrence B. Stoller | ||
| Lawrence B. Stoller | |||
| Member and General Counsel | |||
Exhibit 99.(d)(xii)
Expense Limitation Agreement
This Expense Limitation Agreement (the “Agreement”) is made and entered into this 28th day of September, 2021 between Lord, Abbett & Co. LLC (“Lord Abbett”), Lord Abbett Distributor LLC (“Lord Abbett Distributor”), and Lord Abbett Municipal Bond Fund, Inc. (the “The Company”) with respect to Lord Abbett Sustainable Municipal Bond Fund (the “Fund”).
In consideration of good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:
| 1. | Lord Abbett agrees for the time period set forth in paragraph 3 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees and acquired fund fees and expenses, interest-related expenses, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 0.43% for each class other than Class F3. For the same time period, Lord Abbett agrees to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees and acquired fund fees and expenses, interest-related expenses, taxes, expenses related to litigation and potential litigation, and extraordinary expenses, to an annual rate of 0.39% for Class F3. | |
| 2. | To limit the Fund’s total net annual operating expenses as specified above, Lord Abbett will waive the same amount of management and administrative services fees for each share class, but may reimburse different amounts of shareholder servicing expenses for each share class in its sole discretion. | |
| 3. | This Agreement will become effective from the Fund’s commencement of operations through January 31, 2023. This Agreement may be terminated only by the Board of Directors of the Company upon written notice to Lord Abbett. |
[Signatures follow on next page]
IN WITNESS WHEREOF, Lord Abbett, Lord Abbett Distributor, and the Company have caused this Agreement to be executed by a duly authorized member and officer, respectively, as of the day and year first above written.
| LORD ABBETT MUNICIPAL INCOME FUND, INC. | |||
| By: | /s/ John T. Fitzgerald | ||
| John T. Fitzgerald | |||
| Vice President and Assistant Secretary | |||
| LORD, ABBETT & CO. LLC | |||
| By: | /s/ Lawrence B. Stoller | ||
| Lawrence B. Stoller | |||
| Member and General Counsel | |||
| LORD ABBETT DISTRIBUTOR LLC | |||
| By: | LORD, ABBETT & CO. LLC | ||
| By: | /s/ Lawrence B. Stoller | ||
| Lawrence B. Stoller | |||
| Member and General Counsel | |||
| -2- |
Exhibit 99.(g)(v)
LETTER AMENDMENT
December 13, 2021
State Street Bank and Trust Company
1200 Crown Colony Drive, JQB5S
Quincy, MA 02169
Attn: Suzanne Hinckley, Managing Director
Dear Sir or Madam:
Lord Abbett & Co. LLC (“Lord Abbett”), as a party to the Custodian and Investment Accounting Agreement between various Lord Abbett-sponsored investment companies and State Street Bank and Trust Company (“State Street”) dated November 1, 2001, as amended (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 Amendment is to notify State Street that on September 28, 2021, the Board of Directors of Lord Abbett Municipal Income Fund, Inc. (the “Company”) approved the filing of the Articles Supplementary to add Lord Abbett Sustainable Municipal Bond Fund, a series of the Company, (the “Portfolio”). It is the Company’s desire to have State Street render services as custodian and recordkeeper to the Portfolio under the terms of the Agreement; therefore, the Company requests that State Street agree, in writing, to provide such services to the Portfolio, thereby making the Portfolio a Portfolio under the terms of the Agreement.
Attached is an Amended Exhibit A to the Agreement that includes the name of the Fund as an entity that participates in the Agreement effective with the Fund’s commencement of operations (currently anticipated to be in January 2022).
Accordingly, we appreciate your prompt attention to this matter. Please indicate State Street’s acceptance by signing below.
| On Behalf of: | ||
| Lord Abbett Trust I | ||
| /s/ John T. Fitzgerald | ||
| John T. Fitzgerald | ||
| Vice President and Assistant Secretary | ||
Accepted:
/s/ Suzanne M. Hinckley
Suzanne M. Hinckley, Senior Vice President
State Street Bank and Trust Company
Date:
Enclosure
EXHIBIT A
Amended as of September 28, 20211
(Effective as of January 2022)
| ENTITY AND SERIES | TYPE OF ENTITY | JURISDICTION | ||
| Lord Abbett Affiliated Fund, Inc. | Corporation | Maryland | ||
| Lord Abbett Bond-Debenture Fund, Inc. | Corporation | Maryland | ||
| Lord Abbett Credit Opportunities Fund | Statutory Trust | Delaware | ||
| Lord Abbett Developing Growth Fund, Inc. | Corporation | Maryland | ||
| Lord Abbett Floating Rate High Income Fund | Statutory Trust | Delaware | ||
| Lord Abbett Global Fund, Inc. | Corporation | Maryland | ||
| Lord Abbett Emerging Markets Bond Fund | ||||
| Lord Abbett Emerging Markets Corporate Debt Fund | ||||
| Lord Abbett Global Bond Fund | ||||
| Lord Abbett Investment Trust | Statutory Trust | Delaware | ||
| Lord Abbett Convertible Fund | ||||
| Lord Abbett Core Fixed Income Fund | ||||
| Lord Abbett Core Plus Bond Fund | ||||
| Lord Abbett Corporate Bond Fund | ||||
| Lord Abbett Floating Rate Fund | ||||
| Lord Abbett High Yield Fund | ||||
| Lord Abbett Income Fund | ||||
| Lord Abbett Inflation Focused Fund | ||||
| Lord Abbett Multi-Asset Balanced Opportunity Fund | ||||
| Lord Abbett Multi-Asset Income Fund | ||||
| Lord Abbett Short Duration Core Bond Fund | ||||
| Lord Abbett Short Duration Income Fund | ||||
| Lord Abbett Total Return Fund | ||||
| Lord Abbett Ultra Short Bond Fund | ||||
| Lord Abbett Mid Cap Stock Fund, Inc. | Corporation | Maryland | ||
| Lord Abbett Municipal Income Fund, Inc.2 | Corporation | Maryland | ||
| Lord Abbett California Tax-Free Income Fund | ||||
| Lord Abbett High Income 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 High Income Municipal Bond Fund | ||||
| Lord Abbett Short Duration Tax Free Fund | ||||
| Lord Abbett Sustainable Municipal Bond Fund |
1 As amended on September 28, 2021 to reflect the addition of Lord Abbett Sustainable Municipal Bond Fund, a series of Lord Abbett Municipal Income Fund, Inc.
2 Effective November 1, 2021, Lord Abbett High Yield Municipal Bond Fund and Lord Abbett Short Duration High Yield Municipal Bond Fund were renamed Lord Abbett High Income Municipal Bond Fund and Lord Abbett Short Duration High Income Municipal Bond Fund, respectively.
| Lord Abbett Research Fund, Inc. | Corporation | Maryland | ||
| Lord Abbett Dividend Growth Fund | ||||
| Lord Abbett Growth Opportunities Fund | ||||
| Small-Cap Value Series | ||||
| Lord Abbett Securities Trust3 | Statutory Trust | Delaware | ||
| Lord Abbett Alpha Strategy Fund | ||||
| Lord Abbett Durable Growth Fund | ||||
| Lord Abbett Focused Growth Fund | ||||
| Lord Abbett Focused Large Cap Value Fund | ||||
| Lord Abbett Focused Small Cap Value Fund | ||||
| Lord Abbett Fundamental Equity Fund | ||||
| Lord Abbett Global Equity Fund | ||||
| Lord Abbett Growth Leaders Fund | ||||
| Lord Abbett Health Care Fund | ||||
| Lord Abbett International Equity Fund | ||||
| Lord Abbett International Opportunities Fund | ||||
| Lord Abbett International Value Fund | ||||
| Lord Abbett Micro-Cap Growth Fund | ||||
| Lord Abbett Value Opportunities Fund | ||||
| Lord Abbett Series Fund, Inc. | Corporation | Maryland | ||
| Bond-Debenture Portfolio | ||||
| Developing Growth Portfolio | ||||
| Dividend Growth Portfolio | ||||
| Fundamental Equity Portfolio | ||||
| Growth and Income Portfolio | ||||
| Growth Opportunities Portfolio | ||||
| Mid Cap Stock Portfolio | ||||
| Short Duration Income Portfolio | ||||
| Total Return Portfolio | ||||
| Lord Abbett Special Situations Income Fund | Statutory Trust | Delaware | ||
| Lord Abbett Trust I | Statutory Trust | Delaware | ||
| Climate Focused Bond Fund | ||||
| Emerging Markets Equity Fund | ||||
| International Growth Fund | ||||
| Mid Cap Innovation Growth Fund | ||||
| Short Duration High Yield Fund | ||||
| Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. | Corporation | Maryland |
| 3 | Effective November 1, 2021, Lord Abbett Global Equity Research Fund was renamed Lord Abbett Global Equity Fund. |
Exhibit 99.(h)(vii)
AMENDMENT (“Amendment”) to
the
SUB-TRANSFER AGENT AND SERVICES AGREEMENT
between
DST SYSTEMS, INC.
and
LORD ABBETT FAMILY OF FUNDS
DST Systems, Inc. (“DST”) and Lord Abbett Family of Funds (“Lord Abbett”) hereby agree that, with respect to the Sub-Transfer Agent and Services Agreement (“Agreement”) between DST Systems, Inc. (“DST”) and Lord Abbett Family of Funds (“Lord Abbett”) dated January 1, 2017, as amended, the Agreement is amended December 13, 2021, to be effective as of September 28, 2021. Capitalized terms not otherwise defined in this Amendment shall have the meaning ascribed to them in the Agreement. In the event of a conflict between the terms of this Amendment and the Agreement, this Amendment shall control.
| 1. | Exhibit A, List of Funds, is hereby deleted in its entirety and replaced with the following: |
| Lord Abbett Affiliated Fund, Inc. | |
| Lord Abbett Bond-Debenture Fund, Inc. | |
| Lord Abbett Credit Opportunities Fund | |
| Lord Abbett Developing Growth Fund, Inc. | |
| Lord Abbett Global Fund, Inc. | |
| Lord Abbett Emerging Markets Bond Fund | |
| Lord Abbett Emerging Markets Corporate Debt Fund | |
| Lord Abbett Global Bond Fund | |
| Lord Abbett Investment Trust | |
| Lord Abbett Convertible Fund | |
| Lord Abbett Core Fixed Income Fund | |
| Lord Abbett Core Plus Bond Fund | |
| Lord Abbett Corporate Bond Fund | |
| Lord Abbett Floating Rate Fund | |
| Lord Abbett High Yield Fund | |
| Lord Abbett Income Fund | |
| Lord Abbett Inflation Focused Fund | |
| Lord Abbett Multi-Asset Balanced Opportunity Fund | |
| Lord Abbett Multi-Asset Income Fund | |
| Lord Abbett Short Duration Core Bond Fund | |
| Lord Abbett Short Duration Income Fund | |
| Lord Abbett Total Return Fund | |
| Lord Abbett Ultra Short Bond Fund | |
| Lord Abbett Mid Cap Stock Fund, Inc. | |
| Lord Abbett Municipal Income Fund, Inc. 1 | |
| Lord Abbett California Tax-Free Income Fund | |
| Lord Abbett High Income 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 High Income Municipal Bond Fund | |
| Lord Abbett Short Duration Tax Free Fund | |
| Lord Abbett Sustainable Municipal Bond Fund | |
| Lord Abbett Research Fund, Inc. | |
| Lord Abbett Dividend Growth Fund | |
| Lord Abbett Growth Opportunities Fund | |
| Small-Cap Value Series | |
| Lord Abbett Securities Trust | |
| Lord Abbett Alpha Strategy Fund | |
| Lord Abbett Durable Growth Fund | |
| Lord Abbett Focused Growth Fund | |
| Lord Abbett Focused Large Cap Value Fund | |
| Lord Abbett Focused Mid Cap Value Fund | |
| Lord Abbett Focused Small Cap Value Fund | |
| Lord Abbett Fundamental Equity Fund | |
| Lord Abbett Global Equity Fund2 | |
| Lord Abbett Growth Leaders Fund | |
| Lord Abbett Health Care Fund | |
| Lord Abbett International Equity Fund | |
| Lord Abbett International Opportunities Fund | |
| Lord Abbett International Value Fund | |
| Lord Abbett Micro-Cap Growth Fund | |
| Lord Abbett Value Opportunities Fund | |
1 As amended September 28, 2021 to reflect the addition of Lord Abbett Sustainable Municipal Bond Fund, a series of Lord Abbett Municipal Income Fund, Inc., effective January 2022 with the Fund’s commencement of operations (currently anticipated to be in January 2022). Effective November 1, 2021, Lord Abbett High Yield Municipal Bond Fund and Lord Abbett Short Duration High Yield Municipal Bond Fund were renamed Lord Abbett High Income Municipal Bond Fund and Lord Abbett Short Duration High Income Municipal Bond Fund, respectively.
2 Effective November 1, 2021, Lord Abbett Global Equity Research Fund was renamed Lord Abbett Global Equity Fund.
| Lord Abbett Trust I | |
| Lord Abbett Climate Focused Bond Fund | |
| Lord Abbett Emerging Markets Equity Fund3 | |
| Lord Abbett International Growth Fund | |
| Lord Abbett Mid Cap Innovation Growth Fund | |
| Lord Abbett Short Duration High Yield Fund | |
| Lord Abbett Series Fund, Inc. | |
| Bond-Debenture Portfolio | |
| Developing Growth Portfolio | |
| Dividend Growth Portfolio | |
| Fundamental Equity Portfolio | |
| Growth and Income Portfolio | |
| Growth Opportunities Portfolio | |
| Mid Cap Stock Portfolio | |
| Short Duration Income Portfolio | |
| Total Return Portfolio | |
| Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. | |
3 As amended July 29, 2021 to reflect the addition of Lord Abbett Emerging Markets Equity Fund, a series of Lord Abbett Trust I, effective January 2022 with the Fund’s commencement of operations (currently anticipated to be in January 2022).
| 2. | Subject to the specific modifications made herein, all terms and conditions of the Agreement shall remain in full force and effect. |
| DST SYSTEMS, INC. | Lord Abbett Family of Funds | ||
| By: | /s/ Nick Wright | By: | /s/ John T. Fitzgerald |
| Print: Nick Wright | Print: John T. Fitzgerald |
| Title: President and General Manager | Title: Vice President and Assistant Secretary |
| Date: December 13, 2021 | Date: December 13, 2021 |
Exhibit 99.(h)(xxii)
AMENDMENT 14
to the
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
among
The funds 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 Funds and Lord Abbett entered into an Amended and Restated Administrative Services Agreement dated May 1, 2016, as may be amended from time to time (the “Agreement”); and
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; and
WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include an additional fund; and
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:
| 1. | The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement: | |
| Lord Abbett Sustainable Municipal Bond Fund | ||
| 2. | The Agreement shall remain the same in all other respects. | |
| 3. | The Amendment is dated as of September 28, 2021 and is effective, with respect to the Fund added pursuant to paragraph 1 above, as of the Fund’s commencement of operations. |
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.
| On behalf of each of the Lord Abbett Funds listed on Exhibit 1 attached hereto | ||
| By: | /s/ Michael J. Hebert | |
| Michael J. Hebert | ||
| Chief Financial Officer | ||
Attested:
/s/ John T. Fitzgerald
John T. Fitzgerald
Vice President and Assistant Secretary
| LORD, ABBETT & CO. LLC | ||
| By: | /s/ Lawrence B. Stoller | |
| Lawrence B. Stoller | ||
| Member and General Counsel | ||
Attested:
/s/ John T. Fitzgerald
John T. Fitzgerald
Vice President and Assistant Secretary
EXHIBIT 1 (AMENDED AS OF SEPTEMBER 28, 2021)1
TO
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
The following funds comprise the Lord Abbett Family of Funds:
Lord Abbett Affiliated Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Credit Opportunities Fund
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Floating Rate High Income Fund
Lord Abbett Global Fund, Inc.
Lord Abbett Emerging Markets Bond Fund
Lord Abbett Emerging Markets Corporate Debt Fund
Lord Abbett Global Bond Fund
Lord Abbett Investment Trust
Lord Abbett Convertible Fund
Lord Abbett Core Fixed Income Fund
Lord Abbett Core Plus Bond Fund
Lord Abbett Corporate Bond Fund
Lord Abbett Floating Rate Fund
Lord Abbett High Yield Fund
Lord Abbett Income Fund
Lord Abbett Inflation Focused Fund
Lord Abbett Multi-Asset Balanced Opportunity Fund
Lord Abbett Multi-Asset Income Fund
Lord Abbett Short Duration Core Bond Fund
Lord Abbett Short Duration Income Fund
Lord Abbett Total Return Fund
Lord Abbett Ultra Short Bond Fund
Lord Abbett Mid Cap Stock Fund, Inc.
Lord Abbett Municipal Income Fund, Inc.2
Lord Abbett California Tax-Free Income Fund
Lord Abbett High Income 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 High Income Municipal Bond Fund
Lord Abbett Short Duration Tax Free Fund
Lord Abbett Sustainable Municipal Bond Fund
1 As amended September 28, 2021, and effective with the Fund’s commencement of operations to reflect the addition of Lord Abbett Sustainable Municipal Bond Fund, a series of Lord Abbett Municipal Income Fund, Inc.
2 Effective November 1, 2021, Lord Abbett High Yield Municipal Bond Fund and Lord Abbett Short Duration High Yield Municipal Bond Fund were renamed Lord Abbett High Income Municipal Bond Fund and Lord Abbett Short Duration High Income Municipal Bond Fund, respectively.
Lord Abbett Research Fund, Inc.
Lord Abbett Dividend Growth Fund
Lord Abbett Growth Opportunities Fund
Small-Cap Value Series
Lord Abbett Securities Trust3
Lord Abbett Alpha Strategy Fund
Lord Abbett Durable Growth Fund
Lord Abbett Focused Growth Fund
Lord Abbett Focused Large Cap Value Fund
Lord Abbett Focused Small Cap Value Fund
Lord Abbett Fundamental Equity Fund
Lord Abbett Global Equity Fund
Lord Abbett Growth Leaders Fund
Lord Abbett Health Care Fund
Lord Abbett International Equity Fund
Lord Abbett International Opportunities Fund
Lord Abbett International Value Fund
Lord Abbett Micro-Cap Growth Fund
Lord Abbett Value Opportunities Fund
Lord Abbett Series Fund, Inc.
Bond-Debenture Portfolio
Developing Growth Portfolio
Dividend Growth Portfolio
Fundamental Equity Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
Mid Cap Stock Portfolio
Short Duration Income Portfolio
Total Return Portfolio
Lord Abbett Special Situations Income Fund
Lord Abbett Trust I
Lord Abbett Climate Focused Bond Fund
Lord Abbett Emerging Markets Equity Fund
Lord Abbett International Growth Fund
Lord Abbett Mid Cap Innovation Growth Fund
Lord Abbett Short Duration High Yield Fund
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.
3 Effective November 1, 2021, Lord Abbett Global Equity Research Fund was renamed Lord Abbett Global Equity Fund.
Exhibit 99.(i)(iii)
December 29, 2021
Lord Abbett Municipal Income Fund, Inc.
90 Hudson Street
Jersey City, New Jersey 07302-3973
| Re: | Registration Statement on Form N-1A: | |
| 1933 Act File No. 002-88912 | ||
| 1940 Act File No. 811-03942 |
Ladies and Gentlemen:
We have served as Maryland counsel to Lord Abbett Municipal Income Fund, Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company (the “Company”), in connection with certain matters of Maryland law arising out of the registration of an indefinite number of shares (the “Shares”) of common stock, $.001 par value per share, of the Company classified and designated as Class A, Class C, Class F, Class F3 and Class I shares of Lord Abbett Sustainable Municipal Bond Fund, a series of the Company. The offering of the Shares is covered by the above-referenced Registration Statement (the “Registration Statement”), and amendments thereto, filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act.
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Post-Effective Amendment to the Registration Statement relating to the Shares, substantially in the form filed with the Commission pursuant to Rule 485 under the 1933 Act;
2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;
4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
Lord Abbett Municipal Income Fund, Inc.
December 29, 2021
Page 2
5. Resolutions adopted by the Board of Directors of the Company (the “Resolutions”) relating to the authorization of the sale and issuance of the Shares at net asset value in a continuous public offering, certified as of the date hereof by an officer of the Company;
6. A certificate executed by an officer of the Company, dated as of the date hereof; and
7. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. Upon any issuance of the Shares, the total number of issued and outstanding Shares will not exceed the total number of shares of the applicable series and class that the Company is then authorized to issue under the Charter.
Lord Abbett Municipal Income Fund, Inc.
December 29, 2021
Page 3
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when and if issued and delivered against payment therefor in accordance with the Resolutions and the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with the 1940 Act or other federal securities laws, or state securities laws, including the securities laws of the State of Maryland.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
| Very truly yours, |
| /s/ Venable LLP |
135302/411452
Exhibit 99.(m)(ii)
SCHEDULE A
The Lord Abbett Family of Funds
Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement
As of September 28, 20211
| FUNDS | CLASSES | |
| Lord Abbett Affiliated Fund, Inc. | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Bond-Debenture Fund, Inc. | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Developing Growth Fund, Inc. | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Global Fund, Inc. | ||
| Lord Abbett Emerging Markets Bond Fund | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Emerging Markets Corporate Debt Fund | A, C, F, R2, R3, R4, T | |
| Lord Abbett Global Bond Fund | A, C, F, R2, R3, R4, T | |
| Lord Abbett Investment Trust | ||
| Lord Abbett Convertible Fund | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Core Fixed Income Fund | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Core Plus Bond Fund | A, C, F, R2, R3, R4, T | |
| Lord Abbett Corporate Bond Fund | A, C, F, R2, R3, R4, T | |
| Lord Abbett Floating Rate Fund | A, C, F, R2, R3, R4, T | |
| Lord Abbett High Yield Fund | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Income Fund | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Inflation Focused Fund | A, C, F, R2, R3, R4, T | |
| Lord Abbett Multi-Asset Balanced Opportunity Fund | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Multi-Asset Income Fund | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Short Duration Core Bond Fund | A, C, F, R2, R3, R4, T | |
| Lord Abbett Short Duration Income Fund | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Total Return Fund | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Ultra Short Bond Fund | A, A1, F, T | |
| Lord Abbett Mid Cap Stock Fund, Inc. | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Municipal Income Fund, Inc.2 | ||
| Lord Abbett California Tax-Free Income Fund | A, C, F, P, T | |
| Lord Abbett High Income Municipal Bond Fund | A, C, F, P, T | |
| Lord Abbett Intermediate Tax-Free Fund | A, C, F, P, T | |
| Lord Abbett National Tax-Free Income Fund | A, C, F, P, T | |
| Lord Abbett New Jersey Tax-Free Income Fund | A, F, P, T | |
| Lord Abbett New York Tax-Free Income Fund | A, C, F, P, T | |
| Lord Abbett Short Duration High Income Municipal Bond Fund | A, C, F, T | |
| Lord Abbett Short Duration Tax Free Fund | A, C, F, T | |
| Lord Abbett Sustainable Municipal Bond Fund1 | A, C, F, F3, I | |
1 As amended on September 28, 2021 to reflect the addition of Lord Abbett Sustainable Municipal Bond Fund, a series of Lord Abbett Municipal Income Fund, Inc.
2 Effective November 1, 2021, Lord Abbett High Yield Municipal Bond Fund and Lord Abbett Short Duration High Yield Municipal Bond Fund were renamed Lord Abbett High Income Municipal Bond Fund and Lord Abbett Short Duration High Income Municipal Bond Fund, respectively.
| A-1 |
| Lord Abbett Research Fund, Inc. | ||
| Lord Abbett Dividend Growth Fund | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Growth Opportunities Fund | A, C, F, P, R2, R3, R4, T | |
| Small-Cap Value Series | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Securities Trust3 | ||
| Lord Abbett Alpha Strategy Fund | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Durable Growth Fund | A, C, F, R2, R3, R4 | |
| Lord Abbett Focused Growth Fund | A, C, F, R2, R3, R4 | |
| Lord Abbett Focused Large Cap Value Fund | A, C, F, R2, R3, R4 | |
| Lord Abbett Focused Mid Cap Value Fund | A, C, F, R2, R3, R4 | |
| Lord Abbett Focused Small Cap Value Fund | A, C, F, R2, R3, R4 | |
| Lord Abbett Fundamental Equity Fund | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Global Equity Fund | A, C, F, R2, R3, R4, T | |
| Lord Abbett Growth Leaders Fund | A, C, F, R2, R3, R4, T | |
| Lord Abbett Health Care Fund | A, C, F, R2, R3, R4 | |
| Lord Abbett International Equity Fund | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett International Opportunities Fund | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett International Value Fund | A, C, F, R2, R3, R4, T | |
| Lord Abbett Micro-Cap Growth Fund | A, C, F, R2, R3, R4 | |
| Lord Abbett Value Opportunities Fund | A, C, F, P, R2, R3, R4, T | |
| Lord Abbett Trust I | ||
| Lord Abbett Climate Focused Bond Fund | A, C, F, R2, R3, R4 | |
| Lord Abbett Emerging Markets Equity Fund | A, C, F, R2, R3, R4 | |
| Lord Abbett International Growth Fund | A, C, F, R2, R3, R4 | |
| Lord Abbett Mid Cap Innovation Growth Fund | A, C, F, R2, R3, R4 | |
| Lord Abbett Short Duration High Yield Fund | A, C, F, R2, R3, R4 | |
| Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. | A, C | |
3 Effective November 1, 2021, Lord Abbett Global Equity Research Fund was renamed Lord Abbett Global Equity Fund.
| A-2 |
SCHEDULE B
The Lord Abbett Family of Funds – Class A
Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement
As of July 1, 2019
| Entity / Fund | Service fees payable with respect to Class A Shares that were initially issued, or are attributable to shares that were initially issued, by the Fund or a predecessor fund prior to [DATE] shall not exceed [RATE] of the average net asset value of such Shares: |
| Lord Abbett Investment Trust – Lord Abbett Income Fund |
9/1/85 - .15 of 1% |
| Lord Abbett Affiliated Fund | 6/1/90 - .15 of 1% |
| Lord Abbett Bond-Debenture Fund | 6/1/90 - .15 of 1% |
| Lord Abbett Developing Growth Fund | 6/1/90 - .15 of 1% |
| Lord Abbett Mid Cap Stock Fund | 6/1/90 - .15 of 1% |
| Lord Abbett Municipal Income Fund – Lord Abbett National Tax-Free Income Fund |
6/1/90 - .15 of 1% |
| Lord Abbett Municipal Income Fund – Lord Abbett New York Tax-Free Income Fund |
6/1/90 - .15 of 1% |
| Lord Abbett Municipal Income Fund – Lord Abbett New Jersey Tax-Free Income Fund |
7/1/92 - .15 of 1% |
| B-1 |
Exhibit 99.(n)(ii)
SCHEDULE A
As of September 28, 20211
The Lord Abbett Family of Funds
| FUNDS | CLASSES | |
| Lord Abbett Affiliated Fund, Inc. | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Bond-Debenture Fund, Inc. | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Developing Growth Fund, Inc. | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Global Fund, Inc. | ||
| Lord Abbett Emerging Markets Bond Fund | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Emerging Markets Corporate Debt Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | |
| Lord Abbett Global Bond Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | |
| Lord Abbett Investment Trust | ||
| Lord Abbett Convertible Fund | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Core Fixed Income Fund | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Core Plus Bond Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | |
| Lord Abbett Corporate Bond Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | |
| Lord Abbett Floating Rate Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | |
| Lord Abbett High Yield Fund | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Income Fund | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Inflation Focused Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | |
| Lord Abbett Multi-Asset Balanced Opportunity Fund | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Multi-Asset Income Fund | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Short Duration Core Bond Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | |
| Lord Abbett Short Duration Income Fund | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Total Return Fund | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Ultra Short Bond Fund | A, A1, F, F3, I, R5, R6, T | |
| Lord Abbett Mid Cap Stock Fund, Inc. | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Municipal Income Fund, Inc.2 | ||
| Lord Abbett California Tax-Free Income Fund | A, C, F, F3, I, P, T | |
| Lord Abbett High Income Municipal Bond Fund | A, C, F, F3, I, P, T | |
| Lord Abbett Intermediate Tax Free Fund | A, C, F, F3, I, P, T | |
| Lord Abbett National Tax-Free Income Fund | A, C, F, F3, I, P, T | |
| Lord Abbett New Jersey Tax-Free Income Fund | A, F, F3, I, P, T | |
| Lord Abbett New York Tax-Free Income Fund | A, C, F, F3, I, P, T | |
| Lord Abbett Short Duration High Income Municipal Bond Fund | A, C, F, F3, I, T | |
| Lord Abbett Short Duration Tax Free Fund | A, C, F, F3, I, T | |
| Lord Abbett Sustainable Municipal Bond Fund | A, C, F, F3, I | |
1 Effective September 28, 2021, Lord Abbett Sustainable Municipal Bond Fund, a series of Lord Abbett Municipal Income Fund, Inc., was added.
2 Effective November 1, 2021, Lord Abbett High Yield Municipal Bond Fund and Lord Abbett Short Duration High Yield Municipal Bond Fund were renamed Lord Abbett High Income Municipal Bond Fund and Lord Abbett Short Duration High Income Municipal Bond Fund, respectively.
| A-1 |
| Lord Abbett Research Fund, Inc. | ||
| Lord Abbett Dividend Growth Fund | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Growth Opportunities Fund | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Small Cap Value Series | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Securities Trust3 | ||
| Lord Abbett Alpha Strategy Fund | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Durable Growth Fund | A, C, F, F3, I, R2, R3, R4, R5, R6 | |
| Lord Abbett Focused Growth Fund | A, C, F, F3, I, R2, R3, R4, R5, R6 | |
| Lord Abbett Focused Large Cap Value Fund | A, C, F, F3, I, R2, R3, R4, R5, R6 | |
| Lord Abbett Focused Mid Cap Value Fund | A, C, F, F3, I, R2, R3, R4, R5, R6 | |
| Lord Abbett Focused Small Cap Value Fund | A, C, F, F3, I, R2, R3, R4, R5, R6 | |
| Lord Abbett Fundamental Equity Fund | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Global Equity Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | |
| Lord Abbett Growth Leaders Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | |
| Lord Abbett Health Care Fund | A, C, F, F3, I, R2, R3, R4, R5, R6 | |
| Lord Abbett International Equity Fund | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett International Opportunities Fund | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett International Value Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | |
| Lord Abbett Micro-Cap Growth Fund | A, C, F, F3, I, R2, R3, R4, R5, R6 | |
| Lord Abbett Value Opportunities Fund | A, C, F, F3, I, P, R2, R3, R4, R5, R6, T | |
| Lord Abbett Series Fund, Inc. | ||
| Bond-Debenture Portfolio | VC | |
| Developing Growth Portfolio | VC | |
| Dividend Growth Portfolio | VC | |
| Fundamental Equity Portfolio | VC | |
| Growth and Income Portfolio | VC, P | |
| Growth Opportunities Portfolio | VC | |
| Mid Cap Stock Portfolio | VC | |
| Short Duration Income Portfolio | VC | |
| Total Return Portfolio | VC | |
| Lord Abbett Trust I | ||
| Lord Abbett Climate Focused Bond Fund | A, C, F, F3, I, R2, R3, R4, R5, R6 | |
| Lord Abbett Emerging Markets Equity Fund | A, C, F, F3, I, R2, R3, R4, R5, R6 | |
| Lord Abbett International Growth Fund | A, C, F, F3, I, R2, R3, R4, R5, R6 | |
| Lord Abbett Mid Cap Growth Innovation Fund | A, C, F, F3, I, R2, R3, R4, R5, R6 | |
| Lord Abbett Short Duration High Yield Fund | A, C, F, F3, I, R2, R3, R4, R5, R6 | |
| Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. | A, C, I | |
3 Effective November 1, 2021, Lord Abbett Global Equity Research Fund was renamed Lord Abbett Global Equity Fund.
| A-2 |
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