Exhibit 99.(17)(a)(2)
Lord Abbett Municipal Income Trust
Michigan Series
90 Hudson Street
Jersey City, New Jersey 07302-3973
888-522-2388
Dear Fellow Shareholder,
Since 1992, we have been proud to offer you the opportunity to invest in the Lord Abbett Michigan Tax-Free Trust (the “Michigan Fund”), a series of Lord Abbett Municipal Income Trust. During that time, the Michigan Fund has provided shareholders with a steady stream of tax-free income. Looking ahead, however, we do not think the projected growth in assets of the Fund will result in competitive performance and high-quality service to shareholders over the long term. Therefore, we are proposing to reorganize the Michigan Fund into the Lord Abbett National Tax-Free Income Fund (the “National Fund”), a series of Lord Abbett Municipal Income Fund, Inc. The investment objectives and strategies of the Michigan Fund and the National Fund are similar.
Please note that dividend income received by shareholders of the National Fund will not be exempt from Michigan state income taxes or local taxes, but will be exempt from federal income taxes. You may want to consult with your tax advisor.
In addition to continued income that is exempt from federal income taxes, we think investors in the Michigan Fund may potentially benefit from this change in three significant ways:
· Lower transaction costs. Combining the assets of the Michigan Fund with those of the National Fund will create a larger fund, with the potential for lower expenses through economies of scale.
· Better portfolio diversification. States with relatively low income tax rates – like Michigan – tend to issue fewer municipal bonds, leaving investors fewer options and less portfolio diversification. Both of these handicaps would be reduced considerably by offering investors access to a much broader range of municipal bonds. Of course, greater diversification does not guarantee a profit or protect against losses in a declining market.
· Potential for higher yields. The Michigan Fund, as currently structured, can invest just 20% of its net assets in high-yield debt securities (also known as lower rated securities or junk bonds), whereas the National Tax-Free Fund may invest up to 35% of its net assets in such securities. We believe this gives investors the potential for stronger returns over the long term.
Lord, Abbett & Co. LLC 
90 Hudson Street Jersey City, NJ 07302-3973 T 888-522-2388 www.lordabbett.com
Lord Abbett mutual fund shares are distributed by Lord Abbett Distributor LLC.
As a shareholder, you are being asked to consider and approve an Agreement and Plan of Reorganization that would result in your shares of the Michigan Fund being exchanged for those of the National Fund. If the shareholders of the Michigan Fund approve the proposal, the National Fund will acquire all of the Michigan Fund’s assets, subject to its liabilities. You will receive shares of the National Fund equal in value and of the same share class as your investment in shares of the Michigan Fund. The transaction will be a tax-free reorganization for federal income tax purposes, and you will not be charged any sales loads, commissions, or transaction fees in connection with the reorganization. As a result of the reorganization, you will no longer be a shareholder of the Michigan Fund; instead, you will be a shareholder of the National Fund.
The proposal, including key factors that you may find helpful in evaluating the proposal, is described more fully in the enclosed combined Prospectus/Proxy Statement.
These changes require your approval. We encourage you to review the enclosed materials and vote in favor of the proposal.
You can vote in any of the following ways (please refer to your proxy ballot):
· Via the Internet
· By phone
· By mail
· At the shareholder meeting: December 7, 2007, 9:00 a.m., at 90 Hudson Street, Jersey City, NJ 07302-3973
We encourage you to vote by the Internet or telephone, using the “control” number that appears on your proxy ballot. We must receive your vote by 9:00 a.m. on December 7, 2007, in order to count your vote. Regardless of the method you choose, please take the time to read the full text of the enclosed combined Prospectus/Proxy Statement before voting.
It is a privilege to manage the Michigan Fund on your behalf. If you have any questions or need assistance voting, please contact your financial advisor or call us at 1-888-L-ABBETT (1-888-522-2388).
Sincerely, |
|
/s/ Robert S. Dow | |
Robert S. Dow |
Chairman of the Board |
