1933 Act File No.2-64536
1940 Act File No.811-2924
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Post-Effective Amendment No. 24 [X]
And
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT [X]
OF 1940
Amendment No. 22 [X]
LORD ABBETT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND
Exact Name of Registrant as Specified in Charter
767 FIFTH AVENUE, NEW YORK, N. Y. 10153-0203
Address of Principal Executive Office
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Registrant's Telephone Number (212) 848-1800
Thomas F. Konop, Vice President
767 FIFTH AVENUE, NEW YORK, N. Y. 10153
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box)
immediately on filing pursuant to paragraph (b) of Rule 485
_____ 60 days after filing pursuant to paragraph (a) (1) of Rule 485
on (date) pursuant to paragraph (a) (1) of Rule 485
_____ 75 days after filing pursuant to paragraph (a) (2) of Rule 485
_____ on (date) pursuant to paragraph (a) (2) of Rule 485
If appropriate, check the following box:
_____ this post-effective amendment designates a new effective date for a
previously filed post-effective amendment
LORD ABBETT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
FORM N-1A
Cross Reference Sheet
Post-Effective Amendment No. 24
Pursuant to Rule 481(a)
Form N-1A Location In Prospectus or
Item No. Statement of Additional Information
1 Cover Page
2 Fee Table
3 (a) Financial Highlights; Performance
3 (b) N/A
4 (a) (i) Cover Page
4 (a) (ii) Investment Objective; How We Invest
4 (b) (c) How We Invest
5 (a) (b) (c) Our Management; Back Cover Page
5 (d) N/A
5 (e) Back Cover Page
5 (f) Our Management
5 (g) N/A
5 A Performance
6 (a) Cover Page
6 (b) (c) (d) N/A
6 (e) Cover Page
6 (f) (g) Dividends, Capital Gains
Distributions and Taxes
7 (a) Back Cover Page
7 (b) (c) (d)
(e) (f) Purchases
8 Redemptions and Repurchases
9 N/A
10 Cover Page
11 Cover Page - Table of Contents
12 N/A
13 Investment Objective and Policies
14 Directors and Officers
15 (a) (b) N/A
15 (c) Directors and Officers
16 (a) (i) Investment Advisory and Other Services
16 (a) (ii) Directors and Officers
16 (a) (iii) Investment Advisory and Other Services
16 (b) Investment Advisory and Other Services
16 (c) (d) (e)
(g) N/A
16 (f) Purchases, Redemptions
and Shareholder Services
16 (h) Investment Advisory and Other Services
Form N-1A Location In Prospectus or
Item No. Statement of Additional Information
16 (i) N/A
17 (a) Portfolio Transactions
17 (b) N/A
17 (c) Portfolio Transactions
17 (d) Portfolio Transactions
17 (e) N/A
18 (a) Cover Page
18 (b) N/A
19 (a) (b) Purchases, Redemptions
and Shareholder Services
19 (c) N/A
20 Taxes
21 (a) Purchases, Redemptions
and Shareholder Services
21 (b) (c) N/A
22 (a) N/A
22 (b) Past Performance
23 Financial Statements
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This Prospectus sets forth concisely the information about Lord Abbett U.S. Government Securities Money Market Fund, Inc. ("we" or the "Fund") that you should know before investing. Please read this Prospectus before investing and retain it for future reference.
The Fund has three classes of shares, designated Classes A, B and C, which provide you with different purchasing options. See "Purchases" for a description of these options.
The investment objective of the Fund is to provide high current income and preservation of capital through investments in high-quality, short-term liquid securities. There can be no assurance that this objective will be achieved.
The Statement of Additional Information dated November 1, 1998 has been filed with the Securities and Exchange Commission and is incorporated by reference into this Prospectus. You may obtain it, without charge, by writing to the Fund or by calling 800-874-3733 and asking for "Part B of the Prospectus -- the Statement of Additional Information." In addition, the Commission maintains a website (http://www.sec.gov) that contains this Prospectus, the Statement of Additional Information, other material incorpor ated by reference, and other information regarding companies that file electronically with the Commission.
Shaded terms are defined in the "Glossary of Terms."
Like all mutual fund shares, these securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a criminal offense.
PROSPECTUS
November 1, 1998
Lord Abbett
U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND, INC.
Investors should read and retain this Prospectus. Shareholder inquiries should be made in writing to the Fund or by calling 800-821-5129. In addition, you can make inquiries through your broker-dealer.
Shares of the Fund are not deposits or obligations of, or guaranteed or endorsed by, any bank, and the shares are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, or any other agency. An investment in the Fund involves risks, including the possible loss of principal.
TABLE OF CONTENTS PAGE
How We Invest 2 Portfolio Management 2 Investor Expenses 2 Financial Highlights 3 Purchases 4 Opening an Account 5 Shareholder Services 5 Redemptions 6 Dividends, Taxes and Yield 7 Our Management 8 Fund Performance 8 Glossary of Terms 8 |
It is the Fund's policy to maintain, and it has maintained, a constant net asset value of $1.00 per share. However, an investment in the Fund is neither insured nor guaranteed by the U.S. Government and there can be no assurance that we will be able to maintain a stable net asset value of $1.00 per share.
HOW WE INVEST
Under normal circumstances, we intend to invest at least 65% of our total assets
in U.S. Government Securities, Agencies and Instrumentalities eligible as
investments for a money market fund. Up to 35% of our total assets may be
invested in other High-Quality, Short-Term Securities.
Our investments must meet certain portfolio maturity, diversification and quality requirements because we are a "money market fund" and use the amortized cost method of valuing our portfolio securities. See "Net Asset Value."
MATURITY. The maturity requirements limit dollar-weighted average portfolio maturity to not more than 90 days and the maturity of any single portfolio instrument to not more than 397 days.
DIVERSIFICATION. Generally speaking, with certain exceptions, including Government Securities, the diversification requirements limit our investments as follows: (i) the securities of any one issuer are limited to 5% of our total assets, (ii) securities issued by or subject to puts from any single institution are limited to 5% of our total assets, and (iii) securities that are neither rated nor comparable in quality to securities that are rated in the highest category are limited to 5% of our total assets.
QUALITY. We may invest only in securities that present minimal risks as determined by the Board of Directors (or Lord, Abbett & Co. where delegable) and that satisfy certain requirements relating to ratings by nationally-recognized ratings organizations.
CONCENTRATION. No more than 25% of our total assets may be invested in securities of any one industry, except there is no limitation on investments in obligations issued or backed by the U.S. Government, its agencies or instrumentalities.
We may enter into repurchase agreements with Federal Reserve member banks, primary dealers in U.S. Government Securities and broker-dealers. Repurchase agreements must be collateralized by money market securities, may not exceed 30 days and must be marked daily to the repurchase price.
For more information about investment policies, restrictions and risk factors, see the Statement of Additional Information.
PORTFOLIO MANAGEMENT
The Fund's investment decisions are made by Robert Gerber. Mr. Gerber is a
Partner of Lord Abbett and Executive Vice President and Portfolio Manager
of the Fund. He joined Lord Abbett in July 1997 as Director of High Grade
Fixed Income. Prior to joining Lord Abbett, Mr. Gerber served as a Senior
Portfolio Manager of Sanford C. Bernstein & Co., Inc. from 1992 to 1997.
INVESTOR EXPENSES
The expenses shown below are based on historical expenses for the fiscal year
ended June 30, 1998. Future expenses may be more or less than shown.
Class A Class B Class C
Shareholder Transaction Expenses
Maximum Sales Charge on Purchases
(as a % of offering price) None None None
Deferred Sales Charge(1)
(See "Purchases") None 5.00% None
Annual Fund Operating Expenses
(as a % of average net assets)
Management Fees (See "Our Management") .50% .50% .50%
12b-1 Fees(2) None .75% None
Other Expenses (See "Our Management") .33% .33% .33%
Total Operating Expenses .83% 1.58% .83%
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Example: Assume an average annual return of 5% and no change in the level of expenses. For a $1,000 investment with all dividends and distributions reinvested, you would have paid the following total expenses, assuming redemption at the end of each time period indicated.
Share Class Year 1 Year 3 Year 5 Year 10 Class A shares $8 $26 $46 $103 Class B shares(3) $56 $80 $96 $168 Class C shares $8 $26 $46 $103 |
You would pay the following expenses on the same investment, assuming no redemption:
Class A shares $8 $26 $46 $103 Class B shares(3) $16 $50 $86 $168 Class C shares $8 $26 $46 $103 |
This example is for comparison and is not a representation of the Fund's actual expenses and returns, either past or present.
(1) See "Purchases" for a description of sales charges, the Contingent Deferred
Sales Charge ("CDSC") payable on certain redemptions and separate Rule 12b-1
plans applicable to each class of shares.
(2) Because of the 12b-1 fees, long-term shareholders may indirectly pay more
than the equivalent of the maximum front-end sales charge permitted by the
National Association of Securities Dealers, Inc. While there are 12b-1 Plans for
Class A and C, they are currently inactive.
(3) Class B shares will automatically convert to Class A shares on the
eighth anniversary of your original purchase of Class B shares.
The purpose of the table is to assist you in understanding the various costs and expenses that you will bear directly or indirectly as an investor in the Fund.
FINANCIAL HIGHLIGHTS
The following table has been audited by Deloitte & Touche LLP,
independent accountants, in connection with their annual audit of the
Fund's Financial Statements, whose report thereon may be obtained on
request.
Per Class A Share Operating Year Ended June 30,
Performance: 1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
Net asset value, beginning of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
Income from investment operations
Net investment income .047 .046 .048 .046 .025 .024 .038 .064 .077 .080
Less Distributions
Dividends from net investment income (.047) (.046) (.048) (.046) (.025) (.024) (.038) (.064) (.077) (.080)
Net asset value, end of year $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00 $1.00
Total Return(d) 4.79% 4.66% 4.85% 4.65% 2.54% 2.43% 3.87% 6.55% 8.01% 8.32%
Ratios/Supplemental Data:
Net assets, end of year (000) $162,631 $143,197 $152,531 $140,642 $156,069 $122,782 $147,229 $195,134 $195,547 $212,001
Ratios to Average Net Assets:
Expenses, including waiver 0.83% 0.84% 0.81% 0.86% 0.85% 0.87% 1.01% 0.95% 0.90% 0.87%
Expenses, excluding waiver 0.83% 0.84% 0.81% 0.86% 0.90% 0.96% 1.02% 0.95% 0.90% 0.87%
Net investment income 4.68% 4.57% 4.75% 4.54% 2.56% 2.41% 3.86% 6.40% 7.74% 8.02%
Per Class Share Operating Class B Shares Class C Shares
Performance: Year Ended August 1, 1996(a)(c) Year Ended July 15, 1996(a)
June 30, 1998 to June 30, 1997 June 30, 1998 to June 30, 1997
Net asset value, beginning of period $1.00 $1.00 $1.00 $1.00
Income from investment operations
Net investment income .039 .024 .047 .044
Less Distributions
Dividends from net investment income (.039) (.024) (.047) (.044)
Net asset value, end of period $1.00 $1.00 $1.00 $1.00
Total Return(d) 4.01% 2.39%(b) 4.79% 4.47%(b)
Ratios/Supplemental Data:
Net assets, end of year (000) $1,760 $244 $738 $791
Ratios to Average Net Assets:
Expenses 1.59% 0.99%(b) 0.84% 0.81%(b)
Net investment income 3.96% 2.38%(b) 4.73% 4.39%(b)
(a) Commencement of offering Class B and Class C shares, respectively.
(b) Not annualized.
(c) November 15, 1996 commencement of operations.
(d) Total return assumes reinvestment of all distributions.
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PURCHASES
The Fund offers three classes of shares - Classes A, B and C. Our shares are
continuously offered at their net asset value (normally $1.00 per share). You
may purchase shares at the net asset value next determined after the Fund
accepts your purchase order submitted in proper form. Each class of shares
represents an investment in the same portfolio of securities but is subject to
different expenses and has different dividends and yields. Investors should read
this section carefully to determine which class of shares represents the best
investment option for their particular situation.
We reserve the right to withdraw all or any part of the offering made by this Prospectus or to reject any purchase order. We also reserve the right to waive, increase or establish minimum investment requirements. All purchase orders are subject to our acceptance and are not binding until confirmed or accepted in writing.
Class A - Purchased directly or acquired by exchange.
-Offered without a sales charge.
-Lower annual expenses than Class B shares.
Class B - Purchased directly or acquired by exchange.*
-No front-end sales charge.
-Higher annual expenses than Class A shares.
-A contingent deferred sales charge is applied to shares sold prior to sixth
anniversary of purchase.
-Automatically convert to Class A shares after eight years.
-Asset-based sales charge 0.75 of 1%.
See "Class B Rule 12b-1 Plan."
*Class B shares of the Fund
may be purchased (i) directly by investors opening dollar cost averaging
accounts pursuant to which all of the amount invested will be reinvested in an
Eligible Fund within 24 months of the initial purchase and (ii) by exchange for
shares of the same class of any Eligible Fund.
Class C - Acquired by exchange only.
-No front-end sales charge.
-Lower annual expenses than Class B shares.
-A contingent deferred sales charge is applied to shares sold prior to the
first anniversary of purchase.
CONTINGENT DEFERRED SALES CHARGE ("CDSC") If you
acquire shares through an exchange from another Lord Abbett-sponsored fund in
which a CDSC applies and you subsequently redeem them, the Fund will collect and
remit the CDSC to the fund in which you originally purchased the shares. The
CDSC will be remitted to Lord Abbett Distributor LLC ("Lord Abbett
Distributor"), in the case of Class B shares. The CDSC is based on the original
purchase cost or the current market value of the shares being sold, whichever is
less. There is no CDSC on shares acquired through reinvestment of dividends.
CLASS A SHARE CDSC. If you buy Class A shares, you pay no sales charge. If you acquire Class A shares in exchange for Class A shares of another Lord Abbett-sponsored fund subject to a CDSC and you redeem any of the Class A shares within 24 months after the month in which you initially purchased shares of such fund, the Fund will collect a CDSC of 1%.
CLASS B SHARE CDSC. The CDSC for Class
B shares normally applies if you redeem your shares before the sixth anniversary
of their initial purchase. The CDSC varies depending on how long you own your
shares as shown below.
Anniversary Contingent Deferred Sales
of the Day on Charge on Redemptions
Which the Purchase (As % of Amount
Order Was Accepted Subject to Charge)
On Before
1st 5.0%
1st 2nd 4.0%
2nd 3rd 3.0%
3rd 4th 3.0%
4th 5th 2.0%
5th 6th 1.0%
on or after the None
6th anniversary
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CLASS B SHARE CDSC WAIVER.The CDSC will generally be waived under the following
circumstances:
-death of the shareholder (natural person);
-on redemptions of shares in connection with Div-Move and Systematic Withdrawal
Plans (up to 12% per year);
-benefit payments such as Plan loans, hardship withdrawals,death, disability,
retirement, separation from service or any excess contribution or
distribution under Retirement Plans; and
-Eligible Mandatory Distributions under 403(b) plans and Individual Retirement
Accounts.
See "Systematic Withdrawal Plan" for more information on CDSCs with respect to Class B shares.
CLASS C SHARE CDSC. The 1% CDSC for Class C shares normally applies if you redeem your shares before the first anniversary of your original purchase.
SALES COMPENSATION
Compensation payments originate from two sources: CDSCs and 12b-1 fees paid out
of the Fund's assets. The Fund is currently not making 12b-1 fee payments under
the Class A and Class C share Rule 12b-1 plans. However, Lord Abbett Distributor
pays an up-front payment to authorized institutions totaling 4%, consisting of
0.25% for service and 3.75% for a sales commission in connection with purchases
of Class B shares for dollar cost averaging accounts described above.
CLASS B RULE 12B-1 PLAN. The Fund has adopted a Class B share Rule 12b-1 plan under which we periodically pay Lord Abbett Distributor an annual distribution fee of 0.75 of 1% of the average daily net asset value of the Class B shares. The distribution fee is paid to Lord Abbett Distributor to compensate it for its services rendered in connection with the distribution of Class B shares, including the payment and financing of sales commissions on Class B shares at the time of their original purchase.
OPENING AN ACCOUNT
Minimum Initial Investment
Regular account $1,000 (Class A and C shares) and
$5,000 (Class B shares)
Individual Retirement Account (Traditional, Education and Roth),
403(b) and employer-sponsored retirement plans under
the Internal Revenue Code $250 (Class A and C shares)
$2,000 (Class B shares)
Invest-A-Matic and Div-Move $250 initial (Class A and C shares)
$50 subsequent minimum (Class A and C shares)
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For Class B share minimums call the Fund at 800-821-5129
BY CHECK. To purchase Class A shares by mail, send the completed attached Application Form, together with a check in U.S. dollars to:
Lord Abbett U.S. Government Securities
Money Market Fund, Inc.
P.O. Box 419576 u Kansas City, MO 64141
BY WIRE. Telephone the Fund to obtain an account number. You can then instruct your bank to wire the amount of your investment to:
United Missouri Bank of Kansas City, N.A.
Tenth and Grand u Kansas City, MO 64141
Account # 980103352-2
ABA # 1010-0069-5
Specify the name of the Fund, your account number and the name(s) in which the account is registered. Your bank may charge you a fee to wire funds. Wires received prior to 12 noon Eastern Standard Time will receive the dividends for that day. Otherwise, dividends will begin accruing on the next business day.
BY EXCHANGE. Telephone the Fund to request an exchange from any eligible Lord Abbett-sponsored fund.
PROPER FORM. Your account will begin accruing dividends on the day on which your purchase order is accepted by the Fund as being in proper form. To be in proper form, an order submitted directly to the Fund must contain all information and documentation required by the Application Form or supplementally by the Fund, and payment must be credited by check in U.S. dollars to our custodian bank's account. Checks drawn on foreign banks will not be credited to our custodian bank's account unless cleared in U.S. dollars by a U.S. bank. For more information regarding proper form of a purchase order, call the Fund at 800-821-5129.
SHAREHOLDER SERVICES
TELEPHONE EXCHANGES. You or your investment professional, with proper
identification, can instruct the Fund by telephone to exchange your Class A or B
shares, purchased directly, for the same shares of any Eligible Fund. Class C
shares may only be acquired by exchange for shares of the same class of any
Eligible Fund. Certain of the tax-free, single-state series may not be offered
in your state. Instructions must be received by the Fund in Kansas City by
calling 800-821-5129 before the close of the New York Stock Exchange ("NYSE") to
exchange at the net asset value on that day.
For your protection, telephone requests for exchanges are recorded.
We will take measures to verify the identity of the caller, such as asking for
your name, account number, Social Security or taxpayer identification number and
other relevant information. The Fund will not be liable for following
instructions communicated by telephone that it reasonably believes to be
genuine. Expedited exchanges by telephone may be difficult to implement in times
of drastic economic or market change.
The exchange privilege should not be used to take advantage of short-term swings in the market. The Fund reserves the right to limit or terminate this privilege for any shareholder making frequent exchanges and may revoke the privilege for all shareholders upon 60 days' prior written notice. You have this privilege unless you refuse it in writing. You should read the prospectus of the other Lord Abbett-sponsored fund(s) selected before making an exchange.
INVEST-A-MATIC. You can make fixed, periodic investments ($50 minimum investment) into an existing account in any Eligible Fund by means of automatic money transfers from your bank checking account. You should read the prospectus of the other fund before investing.
DIV-MOVE. You can
invest the dividends paid on your account ($250 initial and $50 subsequent
minimum) into any new or existing account, within the same class, in any
Eligible Fund. The account must be either your account, your joint account with
another, or a custodial account for your minor child.
SYSTEMATIC WITHDRAWAL PLAN ("SWP"). You can make periodic cash withdrawals from your account which are automatically paid to you in fixed or variable amounts. To participate, the value of your shares must be at least $10,000, except for retirement plans for which there is no minimum.
With respect to Class B shares, the CDSC will be waived on redemptions of up to 12% of the current net asset value of your account at the time of your SWP request. For Class B share redemptions over 12% per year, the CDSC will apply to the entire redemption. Please contact the Fund for assistance in minimizing the CDSC in this situation.
Redemption proceeds due to a SWP for Class B (up to 12% per year) and Class C shares, will be redeemed in the order described under "Redemptions."
RETIREMENT PLANS. The Lord Abbett
Family of Funds offers a range of qualified retirement plans, including IRAs
(Traditional, Education and Roth), SIMPLE IRAs, Simplified Employee Pension
Plans, 403(b) and pension and profit-sharing plans, including 401(k) plans. To
find out more about these plans, call the Fund at 800-253-7299.
SHARE CERTIFICATES. All shares are electronically recorded. Certificated shares are no longer available for any Class of the Fund. Account Changes. For any changes you need to make to your account, consult your financial representative or call the Fund at 800-821-5129.
HOUSEHOLDING. Shareholders with the same last name and address will receive one copy of annual or semi-annual reports, unless they request additional reports in writing.
REDEMPTIONS. REGULAR PROCEDURE. To redeem
shares you must submit a written redemption request indicating your share class,
your account number, the name(s) in which the account is registered and the
dollar value or number of shares you wish to sell.
Include all necessary
signatures and any additional documents that may be required. If the signer has
any legal capacity, the signature and capacity must be guaranteed by an Eligible
Guarantor. Certain other legal documentation may be required. For more
information regarding proper documentation, telephone the Fund.
We will verify that the shares being redeemed were purchased more than 15 days earlier or were purchased by wire and represent an amount sufficient to cover the amount being redeemed.
Normally a check will be mailed to the name(s) and address in which the account is registered, or otherwise according to your instruction, within one business day after receipt of your redemption request. The Fund reserves the right to make payment within three business days.
EXPEDITED PROCEDURE. To be
eligible for this procedure, you must have filled out the "Expedited Telephone
Redemption" section of your Application Form. To verify whether the expedited
telephone redemption privilege is in place on an account, or to request an
Application Form to add it, or to change information for an existing account,
call your investment professional or the Fund.
Telephone the Fund at 800-821-5129 and ask for "Expedited Redemptions." All proceeds will be paid to the same bank account designated on your Application Form.
Amounts of $1,000 or more normally will be wired to the designated account on the same day if your order is accep-ted before 12 noon Eastern Standard Time or on the next business day if accepted after such time.
Amounts of less than $1,000 normally will be mailed by check on the next business day after your order is accepted.
To receive the dividend for the same day you sell, your redemption order must be accepted after 12 noon Eastern Standard Time.
The Fund will not be liable for following instructions communicated by telephone that it reasonably believes to be genuine.
CHECKWRITING. To be eligible for this privilege, you must have
filled out the "Checkwriting" section of your Application Form. To verify
whether the
checkwriting privilege is in place on an account, or to request an
Application Form to add it to an existing account, call your
investment professional or the Fund. You can write a check for no less
than $500 and no more than $5,000,000. Shares in an account of a
different class than those in the account on which the check is drawn
will not be redeemed to cover the check.
This privilege should not be used to close an account because you earn dividends until the check clears.
To determine if a CDSC applies to a redemption, the Fund redeems shares in the following order:
1 shares acquired by
reinvestment of dividends and capital gains;
2 shares held for six
years or more (Class B) or one year or more (Class C);
and 3 shares
held the longest before the sixth anniversary of their purchase (Class
B) or before the first anniversary of their purchase (Class C).
NET ASSET VALUE. The net asset value of each class of shares is calculated at 12 noon and 2 p.m. Eastern Standard Time each day that the NYSE is open for trading. Securities are valued at cost plus (minus) amortized discount (premium), if any, pursuant to the requirements for money market funds.
DIVIDENDS, TAXES AND YIELD
DIVIDENDS. Our net income
will be declared as a dividend to shareholders of record as of 12 noon
Eastern Standard Time on each day the NYSE is open for trading. Unless
you elect to receive cash, dividends will be reinvested in additional
shares on the monthly reinvestment date. If you elect cash, a check
will be mailed to you as soon as possible after the reinvestment date
or, if you arrange for direct deposit, your payment will be
electronically transferred directly to your bank account within two
days after the payable date.
If you redeem your entire account, all
dividends declared to the time of redemption will be paid to you.
TAXES. The Fund pays no federal income tax on the earnings it distributes to shareholders. Consequently, dividends you receive from the Fund, whether reinvested or taken in cash, are generally considered taxable. Dividends declared in December of any year will be treated for federal income tax purposes as having been received by shareholders in that year if they are paid before February 1 of the following year.
Each January you should receive, if applicable, a Form 1099 tax information statement detailing your dividends and their federal tax category. You should consult your tax adviser concerning applicable state and local taxes.
Shareholders may be subject to a $50
penalty under the Internal Revenue Code and we may be required to
withhold and remit to the U.S. Treasury a portion (31%) of any
redemption proceeds (including the value of shares exchanged into
another Lord Abbett-sponsored fund), and of any dividend or
distribution on any account if the payee failed to provide a correct
taxpayer identification number or to make certain required
certifications.
For more information about the tax consequences from dividends and distributions, see the Statement of Additional Information.
YIELD. The Fund's "yield" refers to the income generated by an investment in the Fund over a seven-day period, which is then annualized. The "effective yield" is calculated similarly but, when annualized, the income earned is assumed to be reinvested and will therefore be slightly higher. Both yield figures are based on historical earnings and are not intended to indicate future performance.
For the seven-day period ending June 30, 1998, the Class A, B and C share yields were 4.59%, 3.84% and 4.59%, respectively. For the same period, the effective yields for Class A, B and C shares were 4.70%, 3.92% and 4.70%, respectively. On that day, the portfolio's dollar-weighted life to maturity was 33 days.
Yield information is useful in reviewing the Fund's performance but, because yields will fluctuate, such information may not provide a basis for comparison with bank deposits and other investments that pay a fixed yield for a stated period of time or with other investment companies which may use a different method of computing yield.
OUR MANAGEMENT
The Fund is supervised by a board of directors, an independent body which has
ultimate responsibility for the Fund's activities. The board has retained
Lord Abbett as investment manager pursuant to a Management Agreement. Lord
Abbett has been an investment manager for over 69 years and currently
manages approximately $26 billion in a family of mutual funds and other
advisory accounts. Lord Abbett provides services to thirty-six mutual fund
portfolios having various investment objectives and also advises other
investment clients. For more information about the services Lord Abbett
provides to the Fund, see the Statement of Additional Information.
The Fund pays Lord Abbett a monthly fee based on average daily net assets for each month. For the fiscal year ended June 30, 1998, the fee paid to Lord Abbett was at an annual rate of 0.50 of 1%. In addition, the Fund pays all expenses not expressly assumed by Lord Abbett.
The services provided to the Fund and its shareholders by Lord Abbett, Lord Abbett Distributor, the Fund's transfer agent and the Fund's custodian depend on the proper functioning of their computer systems and those of their outside service providers. Many computer systems, and many imbedded microprocessors now in use cannot distinguish between the year 2000 and the year 1900, an inability that could disrupt the services provided to the Fund. Lord Abbett, Lord Abbett Distributor, the Fund's transfer agent and the Fund's custodian all have advised the Fund that they have been actively working on changes to their computer systems to prepare for the year 2000 and expect that their systems, and those of their outside service providers, will be adapted in time. However, because the year 2000 problem is unprecedented, there can be no assurance that they will be successful. Neither can there be any assurance that their services will not be impaired by interactions with other computer systems that have not been adapted for the year 2000.
In addition, it is possible that the markets for securities in which the Fund invests may be detrimentally affected by computer and microprocessor failures throughout the financial services industry beginning January 1, 2000. Also, corporate and governmental data processing errors may result in problems for individual companies and may create overall economic uncertainties. Accordingly, the Fund's investments may be adversely affected.
THE FUND. The Fund is a diversified open-end management investment company established in 1979. Its Class A, B and C shares have equal rights as to voting, dividends, assets and liquidation except for differences resulting from certain class-specific expenses.
FUND PERFORMANCE During the past fiscal year which ended on June 30, 1998, we sought investments that provided the highest yield, while attempting to maintain the average maturity at approximately 30 days. In an effort to preserve capital and maintain liquidity, we invested only in high-quality U.S. Government Agency discount notes.
Your Fund's management team continues to focus on those areas we believe will produce the highest available yields.
GLOSSARY OF TERMS
ELIGIBLE FUND: Any Lord
Abbett-sponsored fund, including "AAMF" (i.e., any authorized
institution's affiliated money market fund satisfying Lord Abbett
Distributor as to certain omnibus account and other criteria) except:
Lord Abbett Equity Fund, Lord Abbett Series Fund and certain tax-free,
single-state series where the exchanging shareholder is a resident of
a state in which such series is not offered for sale.
ELIGIBLE
GUARANTOR: Any member bank or broker that is a member of the medallion
stamp program.
ELIGIBLE MANDATORY DISTRIBUTIONS: If Class B shares
represent a part of an individual's total IRA or 403(b) investment,
the CDSC waiver is available only for that portion of a mandatory
distribution which bears the same relation to the entire mandatory
distribution as the B share investment bears to the total investment.
HIGH-QUALITY, SHORT-TERM SECURITIES: These securities include: (1) Bank obligations (including certificates of deposit and banker's acceptances) of U.S. banks and savings and loan associations which, at the date of their latest public reporting, had total assets in excess of $1 billion and capital, surplus and undivided profits in excess of $100 million;
(2) Commercial Paper (short-term unsecured promissory
notes of corporations, including variable amount master demand notes)
which at the date of investment are rated A-1 by Standard & Poor's
Corporation ("S&P") or P-1 by Moody's Investors Service, Inc.
("Moody's") or, if not rated, are issued by companies having
outstanding debt rated AAA or AA by S&P or Aaa or Aa by Moody's; and
(3) Corporate debt securities (bonds and debentures) with no more than
12 months remaining to maturity at date of settlement and rated AAA or
AA by S&P or Aaa or Aa by Moody's.
U.S. GOVERNMENT SECURITIES,
AGENCIES AND INSTRUMENTALITIES: These obligations, which must be
eligible investments for a money market fund, include (1) obligations
issued by the U.S. Treasury, differing only in their interest rates,
maturities and time of issuance, and including Treasury bills, notes
and bonds and (2) obligations issued or guaranteed by U.S. Government
agencies and instrumentalities which are supported by any of the
following: (a) the full faith and credit of the United States (such as
GNMA certificates), (b) the right of the issuer to borrow from the
U.S. Treasury or (c) the credit of the agency or instrumentality.
Agencies and instrumentalities include Federal Home Loan Banks,
Federal Home Loan Mortgage Association, Federal National Mortgage
Association, Federal Farm Credit Banks and Student Loan Marketing
Association.
This Prospectus does not constitute an offering in any jurisdiction in which such offer is not authorized or in which the person making such offer is not qualified to do so or to anyone to whom it is unlawful to make such offer. No person is authorized to give any information or to make any representations not contained in this Prospectus or in supplemental sales material authorized by the Fund and no person is entitled to rely upon any information or representation not contained herein or therein.
Investment Manager and Distributor
Lord, Abbett & Co. and Lord Abbett Distributor LLC
The General Motors Building
767 Fifth Avenue
New York, New York 10153-0203
212-848-1800
Custodian, Transfer Agent and Dividend
Disbursing Agent
United Missouri Bank of Kansas City, N.A.
Tenth and Grand
Kansas City, Missouri 64141
Shareholder Servicing Agent
DST Systems, Inc.
P.O. Box 419576
Kansas City, Missouri 64141 800-821-5129 Auditors Deloitte & Touche LLP Counsel
Debevoise & Plimpton Printed in the U.S.A.
LAMM-1-1198
(11/98)
November 1, 1998
PROSPECTUS
Lord Abbett
U.S. Government
Securities Money
Market Fund, Inc.
Statement of Additional Information November 1, 1998
Lord Abbett U.S. Government Securities Money Market Fund, Inc.
This Statement of Additional Information is not a Prospectus. A Prospectus may be obtained from Lord Abbett Distributor LLC ("Lord Abbett Distributor") at The General Motors Building, 767 Fifth Avenue, New York, New York 10153-0203. This Statement relates to, and should be read in conjunction with, the Prospectus dated November 1, 1998.
Lord Abbett U.S. Government Securities Money Market Fund, Inc. (sometimes referred to as "we" or the "Fund") has 1,000,000,000 shares of authorized capital stock consisting of three classes (A, B and C), $.001 par value. The Board of Directors will allocate these authorized shares of capital stock among the classes from time to time. Class A and B shares may be purchased directly and may be acquired in exchange for shares of the same class of another Lord Abbett- sponsored fund. Class C shares may be acquired only in exchange from shares of the same class of another Lord Abbett-sponsored fund. See "Telephone Exchange Privilege" for more information. All shares have equal noncumulative voting rights and equal rights with respect to dividends, assets and liquidation, except for certain class-specific expenses. They are fully paid and nonassessable when issued and have no preemptive or conversion rights.
Rule 18f-2 under the Act provides that any matter required to be submitted, by the provisions of the Act or applicable state law or otherwise, to the holders of the outstanding voting securities of an investment company such as the Fund shall not be deemed to have been effectively acted upon unless approved by the holders of a majority of the outstanding shares of each class affected by such matter. Rule 18f-2 further provides that a class shall be deemed to be affected by a matter unless the interests of each class in the matter are substantially identical or the matter does not affect any interest of such class. However, the Rule exempts the selection of independent public accountants, the approval of principal distributing contracts and the election of directors from its separate voting requirements.
TABLE OF CONTENTS PAGE
1. Investment Policies 2
2. Yield Calculation 3
3. Directors and Officers 4
4. Investment Advisory and Other Services 8
5. Portfolio Transactions 9
6. Net Asset Value and Dividends 9
7. Telephone Exchange Privilege and Rule 12b-1 Plans 9
8. Class B Share Conversion Feature 11
9. Shareholder Programs and Retirement Plans 11
10. Commercial Paper and Bond Ratings 12
11. Taxes 14
12. Further Information About the Fund 14
13. Financial Statements 15
1.
Investment Policies
FUNDAMENTAL INVESTMENT RESTRICTIONS
We are subject to the following investment restrictions which cannot be changed
without approval of a majority of our outstanding shares. The Fund may not: (1)
borrow money, except that (i) the Fund may borrow from banks (as defined in the
Investment Company Act of 1940, as amended (the "Act")) in amounts up to 33 1/3%
of its total assets (including the amount borrowed), (ii) the Fund may borrow up
to an additional 5% of its total assets for temporary purposes, (iii) the Fund
may obtain such short-term credit as may be necessary for the clearance of
purchases and sales of portfolio securities and (iv) the Fund may purchase
securities on margin to the extent permitted by applicable law; (2) pledge its
assets (other than to secure borrowings, or to the extent permitted by the
Fund's investment policies as permitted by applicable law); (3) engage in the
underwriting of securities, except pursuant to a merger or acquisition or to the
extent that, in connection with the disposition of its portfolio securities, it
may be deemed to be an underwriter under federal securities laws; (4) make loans
to other persons, except that the acquisition of bonds, debentures or other
corporate debt securities and investment in government obligations, commercial
paper, pass-through instruments, certificates of deposit, bankers acceptances,
repurchase agreements or any similar instruments shall not be subject to this
limitation, and except further that the Fund may lend its portfolio securities,
provided that the lending of portfolio securities may be made only in accordance
with applicable law; (5) buy or sell real estate, although the Fund may buy
short-term securities secured by real estate or interests therein, or issued by
companies which invest in real estate or interests therein, nor may the Fund buy
or sell commodities or commodity contracts, interests in oil, gas or other
mineral exploration or development programs; (6) with respect to 75% of the
gross assets of the Fund, buy securities of one issuer representing more than 5%
of the Fund's gross assets, except securities issued or guaranteed by the U.S.
Government, its agencies or instrumentalities; (7) invest more than 25% of its
assets, taken at market value, in the securities of issuers in any particular
industry (excluding U.S. Government securities as described in the Fund's
prospectus); (8) issue senior securities to the extent such issuance would
violate applicable law; or (9) buy common stocks or other voting securities.
With respect to the restrictions mentioned herein, compliance therewith will not be affected by changes in the market value of portfolio securities but will be determined at the time of purchase or sale of such securities.
NON-FUNDAMENTAL INVESTMENT RESTRICTIONS. In addition to the investment restrictions above which cannot be changed without shareholder approval, we also are subject to the following non-fundamental investment policies which may be changed by the Board of Directors without shareholder approval. The Fund may not: (1) borrow in excess of 33 1/3% of its total assets (including the amount borrowed), and then only as a temporary measure for extraordinary or emergency purposes; (2) make short sales of securities or maintain a short position except to the extent permitted by applicable law; (3) invest knowingly more than 15% of its net assets (at the time of investment) in illiquid securities, except for securities qualifying for resale under Rule 144A of the Securities Act of 1933, deemed to be liquid by the Board of Directors; (4) invest in the securities of other investment companies except as permitted by applicable law; (5) invest in securities of issuers which, with their predecessors, have a record of less than three years' continuous operations, if more than 5% of the Fund's total assets would be invested in such securities (this restriction shall not apply to mortgaged-backed securities, asset-backed securities or obligations issued or guaranteed by the U. S. Government, its agencies or instrumentalities); (6) hold securities of any issuer if more than 1/2 of 1% of the securities of such issuer are owned beneficially by one or more officers or directors of the Fund or by one or more partners or members of the Fund's underwriter or investment adviser if these owners in the aggregate own beneficially more than 5% of the securities of such issuer; (7) invest in warrants if, at the time of the acquisition, its investment in warrants, valued at the lower of cost or market, would exceed 5% of the Fund's total assets (included within such limitation, but not to exceed 2% of the Fund's total assets, are warrants which are not listed on the New York or American Stock Exchange or a major foreign exchange); (8) write, purchase or sell puts, calls, straddles, spreads or combinations thereof, except to the extent permitted in the Fund's prospectus and statement of additional information, as they may be amended from time to time; or (9) buy from or sell to any of its officers, directors, employees, or its investment adviser or any of its officers, directors, partners or employees, any securities other than shares of the Fund's common stock.
OTHER INVESTMENT POLICIES
U.S. GOVERNMENT OBLIGATIONS. Direct U.S. Government obligations are issued by
the U.S. Treasury and include bills, certificates of indebtedness, notes and
bonds. U.S. agency obligations are issued by agencies established under the
authority of an act of Congress including, but not limited to, the Bank for
Cooperatives, Federal Home Loan Banks and Federal Intermediate Credit Banks.
CERTIFICATES OF DEPOSIT. Certificates of deposit are certificates issued in consideration for funds deposited in a bank or savings and loan association. They are for a definite period of time, earn a specified rate of return and are negotiable. Banker's acceptances are short-term credit instruments primarily used to finance the import, export, transfer or storage of goods. They are termed "accepted" when a bank guarantees their payment at maturity.
VARIABLE AMOUNT MASTER DEMAND NOTES. Variable Amount Master Demand Notes are demand obligations that permit the investment of fluctuating amounts at varying market rates of interest pursuant to arrangements between the issuer and a commercial bank acting as agent for the payees of such notes; each party has the right to vary the amount of the outstanding indebtedness of the notes.
REPURCHASE AGREEMENTS. Repurchase agreements are instruments under which the purchaser (i.e., the Fund) acquires the obligation (debt security) and the seller agrees, at the time of the sale, to repurchase the obligation at a mutually agreed upon time and repurchase price, thereby determining the yield during the purchaser's holding period. These result in fixed rates of return insulated from market fluctuation during such period. The underlying securities will consist only of securities in which the Fund may otherwise invest and their value will be marked to market daily to ensure that such value is at least equal to the repurchase price (including accrued interest). Repurchase agreements usually are for short periods. In the event of bankruptcy or other default by the seller, the Fund would be subject to possible risks such as delays and expenses in liquidating the underlying securities, decline in value of the underlying securities and loss of interest. To minimize any such risk, the creditworthiness of entities with whom we enter into repurchase agreements is carefully evaluated by our investment manager, Lord Abbett.
2.
Yield Calculation
Each Class calculates its "yield" and "effective yield" based on the number of days in the period for which the calculation is made ("base period"). Each Class' "yield" is computed by determining the net change for the base period (exclusive of capital changes) in the value of a hypothetical preexisting account having a balance of one share at the start of the base period and subtracting this value from the value of the account at the end of the base period and dividing the result by the account's beginning value to come up with a "base period return" which is then multiplied by 365 over the number of days in the base period. "Effective yield" is determined by compounding the "base period return" by adding one, raising the sum to a power equal to 365 divided by the number of days in the base period and subtracting one from the result. An example follows for the seven-day period ended June 30, 1998 of the calculation of both "yield" and "effective yield" for one Class A share:
Value of hypothetical account with exactly one share at beginning of base period $ 1.000000000 Value of same account at end of base period $ 1.000880274 Net change in account value $ .000880274 Base period return (net change in account value divided by the beginning account value) .0880274% "Yield" [base period return times (365 divided by 7)] 4.59% "Effective yield" [(base period return + 1) 365/7] - 1 4.70% |
On June 30, 1998, our portfolio had a dollar-weighted life to maturity of 33 days.
Publishing of the annualized yield for a given period provides investors with a basis for comparing our yield with that of other investment vehicles. However, yields of other investment vehicles may not always be comparable because of different methods of calculating yield. In addition, the safety and yield of the Fund and other money market funds are a function of portfolio quality, portfolio maturity and operating expenses, while the yields on competing bank accounts are established by the bank and their principal is generally insured.
Each Class' yield is not fixed. It fluctuates and the annualization of a yield rate is not a representation by the Class as to what an investment in the Class will actually yield for any given period. Actual yields will depend not only on changes in interest rates on money market instruments during the course of the period in which the investment in the Class is held, but also on such matters as any realized and unrealized gains and losses, changes in the expenses of the Class during the period and on the relative amount of new money coming into the Class which has to be invested at a different yield than that represented by existing assets.
3.
Directors and Officers
The following director is a partner of Lord, Abbett & Co., The General Motors Building, 767 Fifth Avenue, New York, New York 10153-0203. He has been associated with Lord Abbett for over five years and is also an officer, director or trustee of the twelve other Lord Abbett-sponsored funds. He is an "interested person" as defined in the Act, and as such, may be considered to have indirect financial interests in the Rule 12b-1 Plan described in the Prospectus.
Robert S. Dow, age 53, Chairman and President
The following outside trustees are also directors or trustees of some or all of the twelve other Lord Abbett-sponsored funds referred to above.
E. Thayer Bigelow
Courtroom Television Network
600 Third Avenue
New York, New York
Formerly President and Chief Executive Officer of Time Warner Cable Programming, Inc. Prior to that, formerly President and Chief Operating Officer of Home Box Office, Inc. Age 57.
William H. T. Bush
Bush-O'Donnell & Co., Inc.
101 South Hanley Road, Suite 1025
St. Louis, Missouri
Co-founder and Chairman of the Board of financial advisory firm of Bush-O'Donnell & Company. Age 60.
Robert B. Calhoun
Monitor Clipper Partners
650 Madison Avenue, 9th Floor
New York, New York
Managing Director of Monitor Clipper Partners and President of The Clipper Group L.P., both private equity investment funds. Age 57.
Stewart S. Dixon
Wildman, Harrold, Allen & Dixon
225 W. Wacker Drive (Suite 2800)
Chicago, Illinois
Partner in the law firm of Wildman, Harrold, Allen & Dixon. Age 67.
John C. Jansing
162 S. Beach Road
Hobe Sound, Florida
Retired. Former Chairman of Independent Election Corporation of America, a proxy tabulating firm. Age 72.
C. Alan MacDonald
Directorship, Inc.
8 Sound Shore Drive
Greenwich, Connecticut
Managing Director of Directorship Inc., a consultancy in board management and corporate governance. Formerly General Partner of The Marketing Partnership, Inc., a full service marketing consulting firm (1994 - 1997). Prior to that, Chairman and Chief Executive Officer of Lincoln Snacks, Inc., manufacturer of branded snack foods (1992 - 1994). His career spans 36 years at Stouffers and Nestle with 18 of the years as Chief Executive Officer. Currently serves as Director of DenAmerica Corp., J.B. Williams Company, Inc., Fountainhead Water Company and Exigent Diagnostics. Age 65.
Hansel B. Millican, Jr.
President & CEO
The Rochester Button Co.
1328 Broadway (Suite 816)
New York, New York 10001
President and Chief Executive Officer of Rochester Button Company. Age 70.
Thomas J. Neff
Spencer Stuart
277 Park Avenue
New York, New York
Chairman of Spencer Stuart, an executive search consulting firm. Currently, serves as Director of Ace Ltd. (NYSE). Age 61.
The second column of the following table sets forth the compensation accrued for the Fund's outside directors. The third column sets forth information with respect to the equity-based benefits accrued for outside directors by the Lord Abbett-sponsored funds. The fourth column sets forth the total compensation payable by such funds to the outside directors. No director of the Fund associated with Lord Abbett and no officer of the Fund received any compensation from the Fund for acting as a director or officer.
For the Fiscal Year Ended June 30, 1998
(1) (2) (3) (4)
For Year Ended
Equity-Based December 31, 1997
Benefits Accrued Total Compensation
Aggregate by the Fund and Accrued by the Fund
Compensation all other Lord and all other Lord
Accrued by Abbett-sponsored Abbett-sponsored
Name of Director the Fund1 Funds2
Funds3
E. Thayer Bigelow $461 $17,068 $56,000
William H. T. Bush* None None None
Robert B. Calhoun** $49 None None
Stewart S. Dixon $450 $32,190 $55,000
John C. Jansing $448 $45,0854 $55,000
C. Alan MacDonald $459 $30,703 $57,400
Hansel B. Millican, Jr. $448 $37,747 $55,000
Thomas J. Neff $455 $19,853 $56,000
|
* Elected director, June 17, 1998, effective as of August 13, 1998. ** Elected director, May 5, 1998, effective as of June 17, 1998.
1.Outside directors' fees, including attendance fees for board and committee meetings, are allocated among all Lord Abbett-sponsored funds based on the net assets of each fund. A portion of the fees payable by the Fund to its outside directors/trustees is being deferred under a plan that deems the deferred amounts to be invested in shares of the Fund for later distribution to the directors/trustees so that each trustee's compensation depends in part on the performance of the Fund.
2.The amounts in Column 3 were accrued by the Lord Abbett-sponsored Funds for the 12 months ended June 30, 1998 with respect to the equity based plans established for independent directors/trustees in 1996. This plan supercedes a previously approved retirement plan for all future directors/trustees. Current directors had the option to convert their accrued benefits under the retirement plan. All of the outside directors except one made such an election. Each plan also provides for a pre-retirement death benefit and actuarially reduced joint-and-survivor spousal benefits.
3. This column shows aggregate compensation, including directors fees and attendance fees for board and committee meetings, of a nature referred to in footnote one, accrued by the Lord Abbett-sponsored funds during the year ended December 31, 1997. The amounts of the aggregate compensation payable by the Fund as of June 30, 1998 deemed invested in Fund shares, including dividends reinvested and changes in net asset value applicable to such deemed investments, were: Mr. Bigelow, $2,245; Mr. Calhoun, $49; Mr. Dixon, $10,788; Mr. Jansing, $25,182; Mr. MacDonald, $9,993; Mr. Millican, $25,566 and Mr. Neff, $25,796. If the amounts deemed invested in Fund shares were added to each director's actual holdings of Fund shares as of June 30, 1998, each would own the following: Mr. Bigelow, 0 shares; Mr. Dixon, 769.690 shares; Mr. Jansing, 0 shares; Mr. MacDonald, 1,149.820 shares; Mr. Millican, 0 shares; and Mr. Neff, 2,303.480 shares.
4. Mr. Jansing chose to continue to receive benefits under the retirement plan, which provides that outside directors/ trustees may receive annual retirement benefits for life equal to their final annual retainer following retirement at or after age 72 with at least ten years of service. Thus, if Mr. Jansing were to retire and the annual retainer payable by the funds were the same as it is today, he would receive annual retirement benefits of $50,000.
Except where indicated, the following executive officers of the Fund have been associated with Lord Abbett for over five years. Of the following, Messrs. Brown, Carper, Gerber, Hilstad, Morris, and Walsh are partners of Lord Abbett; the others are employees:
Executive Vice President: Robert Gerber, age 44, Executive Vice President (with Lord Abbett since July 1997; formerly Senior Portfolio Manager of Sanford C. Bernstein & Co., Inc.);
Vice Presidents:
Zane E. Brown, age 46
Daniel E. Carper, age 46
Paul A. Hilstad, age 55, Vice President and Secretary (with Lord Abbett since 1995; formerly Senior Vice President and General Counsel of American Capital Management & Research, Inc.)
Lawrence Kaplan, age 41, (with Lord Abbett since 1997 - formerly Vice President and Chief Counsel of Salomon Brothers Asset Management Inc from 1995 to 1997, prior thereto Senior Vice President, Director and General Counsel of Kidder Peabody Asset Management, Inc.)
Thomas F. Konop, age 56
Robert G. Morris, age 53
A. Edward Oberhaus, III, age 38
Keith O'Connor, age 43
John J. Walsh, age 60
Treasurer:
Donna M. McManus, age 37, Treasurer (with Lord Abbett since 1996, formerly a
Senior Manager at Deloitte & Touche LLP)
The Fund's By-Laws provide that the Fund shall not hold an annual meeting of its stockholders in any year unless one or more matters are required to be acted on by stockholders under the Act, as amended (the "Act"), or unless called by a majority of the Board of Directors or by stockholders holding at least one quarter of the stock of the Fund outstanding and entitled to vote at the meeting. When any such annual meeting is held, the stockholders will elect directors and vote on the approval of the independent auditors of the Fund.
As of September 30, 1998, our directors and officers, as a group, owned less than 1% of our outstanding shares.
4.
Investment Advisory and Other Services
As described under "Our Management" in the Prospectus, Lord Abbett is the
Fund's investment manager. Seven of the seventeen general partners of Lord
Abbett are officers and/or directors of the Fund and are identified as follows:
Zane E. Brown, Daniel E. Carper, Robert S. Dow, Robert I. Gerber, Paul A.
Hilstad, Robert G. Morris, and John J. Walsh.
The other general partners who are neither officers/nor directors of the Fund are Stephen Allen, John E. Erard, Robert P. Fetch, Daria L. Foster, W. Thomas Hudson, Stephen J. McGruder, Michael B. McLaughlin, Robert J. Noelke, R. Mark Pennington, and Christopher J. Towle. The address of each partner is The General Motors Building, 767 Fifth Avenue, New York, New York 10153-0203.
The services performed by Lord Abbett are described under "Our Management" in the Prospectus. Under the Management Agreement we pay Lord Abbett a monthly fee, based on average daily net assets for each month, at the annual rate of .50 of 1% of the portion of our net assets not in excess of $250,000,000, .45 of 1% of such assets in excess of $250,000,000 but not in excess of $500,000,000 and .40 of 1% of such assets over $500,000,000. This fee is allocated among Classes A, B and C based on each class' proportionate share of such average daily net assets. For the fiscal years ended June 30, 1998, 1997 and 1996, the management fees paid to Lord Abbett amounted to $740,978, $773,869, and $748,926, respectively.
We pay all expenses not expressly assumed by Lord Abbett, including, without limitation, 12b-1 expenses, outside directors' fees and expenses, association membership dues, legal and auditing fees, taxes, transfer and dividend disbursing agent fees, shareholder servicing costs, fees and expenses of registering our shares under federal and state securities laws, expenses of preparing, printing and mailing prospectuses to existing shareholders, insurance premiums, brokerage and other expenses connected with executing portfolio security transactions expenses.
We have agreed with the State of California to limit operating expenses (including management fees but excluding taxes, interest, extraordinary expenses and brokerage commissions) to 2 1/2% of average annual net assets up to $30,000,000, 2% of the next $70,000,000 of such assets and 1 1/2% of such assets in excess of $100,000,000. The expense limitation is a condition on the registration of investment company shares for sale in California and applies so long as our shares are registered for sale in that State.
Deloitte & Touche LLP, Two World Financial Center, New York, New York 10281, are the independent auditors of the Fund and must be approved at least annually by our Board of Directors to continue in such capacity. They perform audit services for the Fund including the examination of financial statements included in our annual report to shareholders.
United Missouri Bank of Kansas City, N.A., Tenth and Grand, Kansas City, Missouri, is the Fund's custodian. The custodian pays for and collects proceeds of securities bought and sold by the Fund and attends to the collection of principal and income.
5.
Portfolio Transactions
We expect that purchases and sales of portfolio securities usually will be principal transactions. Portfolio securities normally will be purchased directly from the issuer or from an underwriter or market maker for the securities. We usually will pay no brokerage commissions for such purchases and no brokerage commissions have been paid over the last three fiscal years. Purchases from underwriters of portfolio securities will include a commission or concession paid by the issuer to the underwriter and purchases from dealers serving as market makers will include a dealer's markup. Decisions as to the purchase and sale of portfolio securities are made by Lord Abbett. Our traders, who may be officers of the Fund and are also employees of Lord Abbett, implement these decisions. They do the trading as well for other accounts--investment companies (of which they are also officers) and other clients-managed by Lord Abbett. They are responsible for the negotiation of prices and commissions.
Our policy is to have purchases and sales of portfolio securities executed at the most favorable prices, considering all costs of the transaction, including brokerage commissions and dealer markups and markdowns, consistent with obtaining best execution. This policy governs the selection of dealers. We make no commitments regarding the allocation of brokerage business to or among broker-dealers.
6.
Net Asset Value and Dividends
NET ASSET VALUE. The determination of our net asset value is described under "Redemptions" - Net Asset Value - in the Prospectus.
As disclosed in the Prospectus, we calculate our net asset value, declare dividends and otherwise are open for business on each day that the New York Stock Exchange (the "NYSE") is open for trading. The NYSE is closed on Saturdays and Sundays and the following holidays: New Year's Day, Martin Luther King, Jr. Day, President's Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
We attempt to maintain a net asset value of $1.00 per share for all classes for purposes of sales and redemptions but there is no assurance that we shall be able to do so. Although we have received an exemptive order from the Securities and Exchange Commission which permits us to round our net asset value per share to the nearest cent for such purpose, our Board of Directors has determined that it is in the best interests of the Fund and its shareholders to value our portfolio securities under the amortized cost method of securities valuation pursuant to Rule 2a-7 under the Act so long as that method fairly reflects the Fund's market-based net asset value. Rule 2a-7, as amended, contains certain maturity, diversification and quality requirements that apply to any fund employing the amortized cost method in reliance on the Rule and to any registered investment company which, like the Fund, holds itself out as a money market fund.
DIVIDENDS. As described in the Prospectus under "Dividends, Taxes and Yield," our net income will be declared as a dividend daily. Net income consists of (1) all interest income and discount earned (including original issue discount and market discount) less (2) a provision for all expenses, including class-specific expenses, plus or minus (3) all short-term realized gains and losses on portfolio assets.
7.
Telephone Exchange Privilege and
Rule 12b-1 Plans
TELEPHONE EXCHANGE PRIVILEGE. Shares of any class of the Fund may be exchanged
for those in the same class of (a) any other Lord Abbett-sponsored fund except
for (i) Lord Abbett Equity Fund ("LAEF"), Lord Abbett Series Fund ("LASF") and
(ii) certain single-state tax-free series and funds where the exchanging
shareholder is a resident of a state in which such series or fund is not offered
for sale, and (b) any authorized institution's affiliated money market fund
satisfying Lord Abbett Distributor as to certain omnibus account and other
criteria, hereinafter referred to as an "authorized money market fund" or
"AMMF." Class C shares of the Fund may be acquired only by exchange for shares
in the same class of any eligible Lord Abbett-sponsored fund or AMMF. Class A
and B shares of the Fund may be acquired either by such an exchange or by direct
purchase.
You or your investment professional, with proper identification, can instruct the Fund to exchange by telephone. All shareholders have this privilege unless they refuse it in writing. Exchanges for shares any eligible Lord Abbett-sponsored fund or AMMF will be based on the relative net asset values of the shares exchanged, without a sales charge in most cases. Class A shares purchased directly from the Fund may be exchanged for Class A, B or C shares of an eligible Lord Abbett-sponsored fund. Therefore, a sales charge will be payable on exchanges for shares of any eligible fund in the Lord Abbett Family of Funds in accordance with the prospectus of that fund if the Class A shares being exchanged were purchased directly from the Fund (not including shares described under "Div-Move" below). Instructions for the exchange must be received by the Fund in Kansas City prior to the close of the NYSE to obtain the other fund's net asset value per share calculated on that day. Securities dealers may charge for their services in expediting exchange transactions. Before making an exchange you should read the prospectus of the other fund which is available from your securities dealer or Lord Abbett Distributor. An "exchange" is effected through the redemption of Fund shares and the purchase of shares of such other Lord Abbett-sponsored fund or AMMF. Exercise of the exchange privilege will be treated as a sale for federal income tax purposes, and, depending on the circumstances, a capital gain or loss may be recognized. This privilege may be modified or terminated at any time.
You should not view the exchange privilege as a means for taking advantage of short-term swings in the market and the Fund reserves the right to terminate or limit the privilege of any shareholder who makes frequent exchanges.
RULE 12B-1 PLANS. The Fund is not making payments of Rule 12b-1 fees for its Class A share Rule 12b-1 Plan ("A Plan") and its Class C share Rule 12b-1 Plan ("C Plan"). The Fund is making annual distribution fee payments (0.75 of 1% of the average daily net asset value of the Class B shares that are outstanding for less than 8 years) pursuant to its Class B share Rule 12b-1 Plan ("B Plan"). As described in the Fund's current Prospectus, the Fund has adopted a Distribution Plan and Agreement pursuant to Rule 12b-1 under the Act for each Class. In adopting each Plan and in approving its continuance, the Board of Directors has concluded that based on information requested by the Board and provided by Lord Abbett, there is a reasonable likelihood that each Plan will benefit the Class and its shareholders. The expected benefits include (in the case of the Class B Plan) greater sales and lower redemptions of Class B shares and (in the case of the Class A and C Plan) a higher quality of service to shareholders by dealers than otherwise would be the case. Lord Abbett is to use all amounts received under each Plan for payments to dealers for (i) providing continuous services to each Class' shareholders (in the case of the A and C Plans), such as answering shareholder inquiries, maintaining records, and assisting shareholders in making redemptions, transfers, additional purchases and exchanges and (ii) their assistance in distributing Class B shares (in the case of the B Plan).
Each Plan requires the Board of Directors to review, on a quarterly basis, written reports of all amounts expended pursuant to the Plan and the purposes for which such expenditures were made. Each Plan shall continue in effect only if its continuance is specifically approved at least annually by vote of the Board of Directors and of the Fund's directors who are not interested persons of the Fund and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan ("outside directors"), cast in person at a meeting called for the purpose of voting on such Plan. Each Plan may not be amended to increase materially the amount spent for distribution expenses without approval by a majority of the Fund's directors, including a majority of the outside directors. Each Plan may be terminated at any time by vote of a majority of the Fund's outside directors or by vote of the holders of a majority of the appropriate Class' outstanding voting securities.
As stated in the Prospectus, a contingent deferred sales charge ("CDSC") is imposed with respect to those shares of the Fund bought in exchange for shares of another Lord Abbett-sponsored fund or series on which the other fund has paid a 12b-1 fee if such shares are redeemed out of the Fund (a) within a period of 24 months from the end of the month in which the original sale occurred in the case of Class A shares acquired in exchange for shares in the same class of a fund in the Lord Abbett Family of Funds or (b) within 6 years of their original purchase in the case of Class B shares, or (c) within a period of 12 months from the end of the month in which the original sale occurred in the case of Class C shares.
As described in the Prospectus, in no event will the amount of the CDSC exceed
1% in the case of Class A and C shares or 5% scaled down to 1%, in the case of
Class B shares, of the lesser of (i) the net asset value of the shares redeemed
or (ii) the original cost of the shares for which such shares were exchanged
("Exchanged Shares"). No CDSC will be imposed when the investor redeems (i)
amounts derived from increases in the value of the account above the total cost
of shares being redeemed due to increases in net asset value, regardless of
whether this increase is reflected in reinvested dividends or distributions, in
the case of Class A shares, and due to such an increase because of reinvested
dividends and capital gains, in the case of Class B and C shares, (ii) shares
with respect to which no Lord Abbett fund paid a 12b-1 fee or (iii) shares
which, together with Exchanged Shares, have been held continuously (a) for 24
months from the end of the month in which the original sale occurred in the case
of Class A shares, (b) until the 6th anniversary of their original purchase in
the case of Class B shares and (c) until the 1st anniversary of their original
purchase in the case of Class C shares. In determining whether a CDSC is
payable, (a) shares not subject to the CDSC will be redeemed before shares
subject to the CDSC and (b) of shares subject to a CDSC, those held the longest
will be the first to be redeemed.
8.
Class B Share Conversion Feature
The conversion of Class B shares on the eighth anniversary of their purchase is subject to the continuing availability of a private letter ruling from the Internal Revenue Service, or an opinion of counsel or tax advisor, to the effect that the conversion of Class B shares does not constitute a taxable event for the holder under Federal income tax law. If such 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. Although Class B shares could then be exchanged for Class A shares on the basis of relative net asset value of the two classes, without the imposition of a sales charge or fee, such exchange could constitute a taxable event for the holder.
9.
Shareholder Programs and Retirement Plans
We have several programs available. These include automatic subsequent investments of $50 or more from your checking account, a systematic withdrawal plan, cash payments of monthly dividends to a designated third party and expedited exchanges among the Lord Abbett-sponsored funds. Forms are available from the Fund or Lord Abbett.
DIV-MOVE. Under the Div-Move service described in the Prospectus, you can invest the dividends paid on your account into an existing account in any other Eligible Fund. The account must be either your account, a joint account for you and your spouse, a single account for your spouse, or a custodial account for your minor child under the age of 21. You should read the prospectus of the other fund before investing.
INVEST-A-MATIC. The Invest-A-Matic method of investing in the Fund and/or any other Eligible Fund is described in the Prospectus. To avail yourself of this method you must complete the application form, selecting the time and amount of your bank checking account withdrawals and the funds for investment, include a voided, unsigned check and complete the bank authorization.
SYSTEMATIC WITHDRAWAL PLAN. The Systematic Withdrawal Plan (the "SWP") also is described in the Prospectus. You may establish a SWP if you own or purchase uncertificated shares having a current offering price value of at least $10,000. Lord Abbett prototype retirement plans have no such minimum. The SWP involves the planned redemption of shares on a periodic basis by receiving either fixed or variable amounts at periodic intervals. With respect to Class B shares, the CDSC will be waived on redemptions of up to 12% per year of the current net asset value of your account at the time your SWP is established. Since the value of shares redeemed may be more or less than their cost, gain or loss may be recognized for income tax purposes on each periodic payment. The SWP may be terminated by you or by us at any time by written notice.
RETIREMENT PLANS. The Prospectus indicates the types of retirement plans for which Lord Abbett provides forms and explanations. Lord Abbett makes available the retirement plan forms and custodial agreements for IRAs (Individual Retirement Accounts, including Traditional, Education, Roth, Simplified Employee Pension Plans and Simple IRA's), 403(b) plans and qualified pension and profit-sharing plans, including 401(k) plans. The forms contain specific information about the plans. Explanations of the eligibility requirements, annual custodial fees and allowable tax advantages and penalties are set forth in the relevant plan documents. Adoption of any of these plans should be on the advice of your legal counsel or qualified tax adviser.
REDEMPTIONS. A redemption order is in proper form when it contains all of the information and documentation required by the order form or supplementally by Lord Abbett Distributor or the Fund to carry out the order. The signature(s) and any legal capacity of the signer(s) must be guaranteed by an eligible guarantor. See the Prospectus for expedited redemption procedures.
The right to redeem and receive payment, as described in the Prospectus, may be suspended if the NYSE is closed (except for weekends or customary holidays), trading on the NYSE is restricted or the Securities and Exchange Commission deems an emergency to exist.
Our Board of Directors may authorize redemption of all of the shares in any account in which there are fewer than 500 shares. Before authorizing such redemption, the Board must determine that it is in our economic best interest or necessary to reduce disproportionately burdensome expenses in servicing shareholder accounts. At least 60 days' prior written notice will be given before any such redemption, during which time shareholders may avoid redemption by bringing their accounts up to the minimum set by the Board.
10.
Commercial Paper and Bond Ratings
Commercial Paper Ratings
The rating A-1+ is the highest commercial paper rating assigned by Standard & Poor's Corporation ("S&P"). Paper rated A-1 has the following characteristics:
Liquidity ratio is adequate to meet cash requirements; long-term senior debt is rated A or better; the issuer has access to diverse channels of borrowing; core earnings and cash flow have an upward trend with allowance made for unusual circumstances; typically, the issuer's industry is well established and the issuer has a strong position within the industry; the reliability and quality of management are sound. Those issues determined to possess overwhelming safety characteristics will be denoted with a plus (+) sign designation.
The rating P-1 is the highest commercial paper rating assigned by Moody's Investors Service, Inc. ("Moody's"). Among the factors considered by Moody's in assigning ratings are the following: (1) evaluation of the management of the issuer; (2) economic evaluation of the issuer's industry or industries and an appraisal of speculative-type risks which may be inherent in certain areas; (3) evaluation of the issuer's products in relation to competition and customer acceptance; (4) liquidity; (5) amount and quality of long-term debt; (6) trend of earnings over a period of ten years; (7) financial strength of parent company and the relationships which exist with the issuer; and (8) recognition by the management of obligations which may be present or may arise as a result of public interest questions and preparations to meet such obligations.
Bond Ratings
MOODY'S INVESTORS SERVICE, INC.'S CORPORATE BOND RATINGS
Aaa - Bonds rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt edge." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.
Aa - Bonds rated Aa are judged to be of high-quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risks appear somewhat larger than in Aaa securities.
A - Bonds rated A possess many favorable investment attributes and are to be considered as upper medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.
Baa - Bonds rated Baa are considered as medium-grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.
Ba - Bonds rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.
B - Bonds rated B generally lack characteristics of a desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.
Caa - Bonds rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.
Ca - Bonds rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.
C - Bonds rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.
STANDARD & POOR'S CORPORATION'S CORPORATE BOND RATINGS
AAA - This is the highest rating assigned by Standard & Poor's. The obligor's capacity to meet its financial commitment on the obligation is extremely strong.
AA - Bonds rated AA differ form the highest rated obligations only in small degree. The obligor's capacity to meet its financial commitment on the obligation is very strong.
A - Bonds rated A are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories. However, the obligor's capacity to meet its financial commitment on the obligation is still strong.
BBB - Bonds rated BBB exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation.
BB-B-CCC-CC-C - Obligations rated BB, B, CCC, CC and C are regarded as having significant speculative characteristics. 'BB' indicates the least degree of speculation and 'C' the highest. while such obligations will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.
D - Obligations rated D is in payment default. The D rating category is used when interest payments on an obligation are not made on the date due even if the applicable grace period has not expired, unless Standard & Poor's believes that such payments will be made during such grace period. The 'D' rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action if payments on an obligation are jeopardized.
11.
Taxes
The Fund will be subject to a 4% nondeductible excise tax on certain amounts not distributed (and not treated as having been distributed) on a timely basis in accordance with a calendar year distribution requirement. The Fund intends to distribute to shareholders each year an amount adequate to avoid the imposition of such excise tax.
Dividends paid by the Fund will not qualify for the dividends-received deduction for corporations.
The foregoing discussion relates solely to U.S. federal income tax law as applicable to United States persons (United States citizens or residents and United States domestic corporations, partnerships, trusts and estates). Each shareholder who is not a United States person should consult his tax adviser regarding the U.S. and foreign tax consequences of the ownership of shares of the Fund, including a 30% (or lower treaty rate) United States withholding tax on dividends representing ordinary income and net short-term capital gains, and the applicability of United States gift and estate taxes to non-United States persons who own Fund shares.
12.
Further Information About the Fund
The directors, trustees and officers of Lord Abbett-sponsored mutual funds, together with the partners and employees of Lord Abbett, are permitted to purchase and sell securities for their personal investment accounts. In engaging in personal securities transactions, however, such persons are subject to requirements and restrictions contained in the Fund's Code of Ethics which complies, in substance, with each of the recommendations of the Investment Company Institute's Advisory Group on Personal Investing. Among other things, the Code requires that Lord Abbett partners and employees obtain advance approval before buying or selling securities, submit confirmations and quarterly transaction reports, and obtain approval before becoming a director of any company; and it prohibits such persons from investing in a security 7 days before or after any Lord Abbett-sponsored fund or Lord Abbett-managed account considers a trade or trades in such security, from profiting on trades of the same security within 60 days and from trading on material and non-public information. The Code imposes certain similar requirements and restrictions on the independent directors and trustees of each Lord Abbett-sponsored mutual fund to the extent contemplated by the recommendations of the Advisory Group.
13.
Financial Statements
The financial statements for the fiscal year ended June 30, 1998 and the report of Deloitte & Touche LLP, independent auditors, on such financial statements contained in the 1998 Annual Report to Shareholders of Lord Abbett U.S. Government Securities Money Market Fund, Inc. are incorporated herein by reference to such financial statements and report in reliance upon the authority of Deloitte & Touche LLP as experts in auditing and accounting.
PART C OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements
Part A - Financial Highlights for the ten years
ended June 30, 1998
Part B - Statement of Net Assets at June 30,
1998
Statement of Operations for the year
ended June 30, 1998
Statements of Changes in Net Assets
for the years ended June 30, 1998 and 1997
(b) Exhibits
99.B1 Restated Charter Documents*
99.B2 By-laws*
99.B11 Consent of Deloitte & Touche LLP*
Ex.27 Financial Data Schedule*
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Exhibits not listed are not a applicable.
* Filed herewith.
Item 25. Persons Controlled by or Under Common Control with Registrant
None.
Item 26. Number of Record Holders of Securities
At October 12, 1998 - Class A - 11,561
Class B - 447
Class C - 209
Item 27. Indemnification
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Registrant is incorporated under the laws of the State of Maryland and is subject to Section 2-418 of the Corporations and Associations Article of the Annotated Code of the State of Maryland controlling the indemnification of directors and officers. Since Registrant has its executive offices in the State of New York, and is qualified as a foreign corporation doing business in such State, the persons covered by the foregoing statute may also be entitled to and subject to the limitations of the indemnification provisions of Section 721-726 of the New York Business Corporation Law.
The general effect of these statutes is to protect officers, directors and employees of Registrant against legal liability and expenses incurred by reason of their positions with the Registrant. The statutes provide for indemnification for liability for proceedings not brought on behalf of the corporation and for those brought on behalf of the corporation, and in each case place conditions under which indemnification will be permitted, including requirements that the officer, director or employee acted in good faith. Under certain conditions, payment of expenses in advance of final disposition may be permitted. The By-Laws of Registrant, without limiting the authority of Registrant to indemnify any of its officers, employees or agents to the extent consistent with applicable law, makes the indemnification of its directors mandatory subject only to the conditions and limitations imposed by the above-mentioned Section 2-418 of Maryland Law and by the provisions of Section 17(h) of the Investment Company Act of 1940 as interpreted and required to be implemented by SEC Release No. IC-11330 of September 4, 1980.
In referring in its By-Laws to, and making indemnification of directors subject to the conditions and limitations of, both Section 2-418 of the Maryland Law and Section 17(h) of the Investment Company Act of 1940, Registrant intends that conditions and limitations on the extent of the indemnification of directors imposed by the provisions of either Section 2-418 or Section 17(h) shall apply and that any inconsistency between the two will be resolved by applying the provisions of said Section 17(h) if the condition or limitation imposed by Section 17(h) is the more stringent. In referring in its By-Laws to SEC Release No. IC-11330 as the source for interpretation and implementation of said Section 17(h), Registrant understands that it would be required under its By-Laws to use reasonable and fair means in determining whether indemnification of a director should be made and undertakes to use either (1) a final decision on the merits by a court or other body before whom the proceeding was brought that the person to be indemnified ("indemnitee") was not liable to Registrant or to its security holders by reason of willful malfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his office ("disabling conduct") or (2) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the indemnitee was not liable by reason of such disabling conduct, by (a) the vote of a majority of a quorum of directors who are neither "interested persons" (as defined in the 1940 Act) of Registrant nor parties to the proceeding, or (b) an independent legal counsel in a written opinion. Also, Registrant will make advances of attorneys' fees or other expenses incurred by a director in his defense only if (in addition to his undertaking to repay the advance if he is not ultimately entitled to indemnification) (1) the indemnitee provides a security for his undertaking, (2) Registrant shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the non-interested, non-party directors of Registrant, or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts, that there is reason to believe that the indemnitee ultimately will be found entitled to indemnification.
Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expense incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. In addition, Registrant maintains a directors' and officers' errors and omissions liability insurance policy protecting directors and officers against liability for breach of duty, negligent act, error or omission committed in their capacity as directors or officers. The policy contains certain exclusions, among which is exclusion from coverage for active or deliberate dishonest or fraudulent acts and exclusion for fines or penalties imposed by law or other matters deemed uninsurable.
Item 28. Business and Other Connections of Investment Adviser
Lord, Abbett & Co. acts as investment advisor for twelve other open-end investment companies and is principal underwriter for all thirteen. It is also an investment adviser to approximately 6,220 private accounts as of May 31, 1998. Other than acting as directors and/or officers of open-end investment companies managed by Lord, Abbett & Co., none of Lord, Abbett & Co.'s partners has, in the past two fiscal years, engaged in any other business, profession, vocation or employment of a substantial nature for his own account or in the capacity of director, officer, employee, partner or trustee of any entity.
Item 29. Principal Underwriter
(a) Lord Abbett Affiliated Fund, Inc. Lord Abbett Bond-Debenture Fund, Inc. Lord Abbett Mid-Cap Value Fund, Inc. Lord Abbett Developing Growth Fund, Inc. Lord Abbett Tax-Free Income Fund, Inc. Lord Abbett Global Fund, Inc. Lord Abbett Series Fund, Inc. Lord Abbett Equity Fund Lord Abbett Tax-Free Income Trust Lord Abbett Securities Trust Lord Abbett Investment Trust Lord Abbett Research Fund, Inc.
Investment Adviser
American Skandia Trust (Lord Abbett Growth and Income Portfolio)
(b) The partners of Lord, Abbett & Co. are:
Name and Principal Positions and Offices Business Address (1) with Registrant -------------------- --------------- Robert S. Dow Chairman and President Paul A. Hilstad Vice President & Secretary Robert Gerber Executive Vice President Zane E. Brown Vice President Daniel E. Carper Vice President Robert G. Morris Vice President John J. Walsh Vice President |
The other partners who are neither officers nor directors of the Fund are Stephen Allen, John E. Erard, Robert P. Fetch, Daria L. Foster, W. Thomas Hudson, Stephen J. McGruder, Michael B. McLaughlin, Robert J. Noelke, R. Mark Pennington, and Christopher J. Towle.
(1) Each of the above has a principal business address 767 Fifth Avenue, New York, NY 10153
(c) Not applicable
Item 30. Location of Accounts and Records
Registrant maintains the records, required by Rules 31a - 1(a) and (b), and 31a - 2(a) at its main office.
Lord, Abbett & Co. maintains the records required by Rules 31a - 1(f) and 31a - 2(e) at its main office.
Certain records such as canceled stock certificates and correspondence may be physically maintained at the main office of the Registrant's Transfer Agent, Custodian, or Shareholder Servicing Agent within the requirements of Rule 31a-3.
Item 31. Management Services
None
Item 32. Undertakings
The Registrant undertakes to furnish each person to whom a prospectus is delivered with a copy of the Registrant's latest annual report to shareholders, upon request and without charge.
The registrant undertakes, if requested to do so by the holders of at least 10% of the registrant's outstanding shares, to call a meeting of shareholders for the purpose of voting upon the question of removal of a director or directors and to assist in communications with other shareholders as required by Section 16(c).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940 the Registrant certifies that it meets all the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Registration Statement and/or any amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York and State of New York on the 28th day of October, 1998.
LORD ABBETT U.S.GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
By:/s/ Robert S. Dow, Chairman of the Board |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Chairman, President and Director
/s/Robert S. Dow 10/28/98 Robert S. Dow (Title) (Date) /s/E. Thayer Bigelow Director 10/28/98 E. Thayer Bigelow (Title) (Date) |
Director
/s/William H.T. Bush 10/28/98 William H. T. Bush (Title) (Date) |
Director
/s/Robert B. Calhoun 10/28/98 Robert B. Calhoun (Title) (Date) |
Director
/s/Stewart S. Dixon 10/28/98 Stewart S. Dixon (Title) (Date) |
Director
/s/John C. Jansing 10/28/98 John C. Jansing (Title) (Date) |
Director
/s/C. Alan MacDonald 10/28/98 C. Alan MacDonald (Title) (Date) |
Director
/s/Hansel B. Millican, Jr. 10/28/98
Hansel B. Millican, Jr. (Title) (Date)
Director 10/28/98
/s/Thomas J. Neff
Thomas J. Neff (Title) (Date)
Vice President and
Chief Financial Officer 10/28/98
/s/Keith F. O'Connor
Keith F. O'Connor (Title) (Date)
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LORD ABBETT U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND, INC.
ARTICLES OF RESTATEMENT
FIRST: LORD ABBETT U.S. GOVERNMENT SECURITIES MONEY MARKET
FUND, INC., a Maryland corporation, (the "Corporation") desires to restate its charter as currently in effect.
SECOND: The following provisions are all the provisions of the charter currently in effect.
RESTATED ARTICLES OF INCORPORATION
OF
LORD ABBETT U.S. GOVERNMENT SECURITIES
MONEY MARKET FUND, INC.
ARTICLE I
I, the subscriber, Kenneth B. Cutler, whose post office address is 63 Wall Street, New York, New York 10005, being at least twenty-one years of age, am acting as incorporator with the intention of forming a corporation under and by virtue of the General Laws of the State of Maryland authorizing the formation of corporations.
ARTICLE II
The name of the corporation (hereinafter called the "Corporation") is Lord Abbett U.S. Government Securities Money Market Fund, Inc.
ARTICLE III
The current post office address of the place at which the principal office of the Corporation in the State of Maryland is located is c/o The Prentice-Hall Corporation System, Maryland, 11 East Chase Street, Baltimore, Maryland 21202.
The Corporation's current resident agent is The Prentice-Hall Corporation System, Maryland, 11 East Chase Street, Baltimore, Maryland 21202. Said resident agent is a corporation in the State of Maryland.
ARTICLE IV
The purpose or purposes for which the Corporation is formed and the business or objects to be transacted, carried on and promoted by it, are as follows:
1. To conduct, operate and carry on the business of an investment company.
2. To purchase, subscribe for, invest in or otherwise acquire, and to own, hold, sell, possess, transfer or otherwise dispose of, or turn to account or realize upon, and generally deal in, all forms of securities of every nature, kind, character, type and form, including but not limited to, shares, stocks, bonds, debentures, notes, scrip, participation certificates, rights to subscribe, warrants, options, certificates of deposit, commercial paper, bankers acceptances, repurchase agreements, choses in action, evidences of indebtedness, certificates of indebtedness and certificates of interest of any and every kind and nature whatsoever, whether secured and unsecured, negotiable or non-negotiable, issued or to be issued, by any corporation, partnership, association, government trust, entity or person, public or private, whether organized under the laws of the United States, or any state, commonwealth, territory or possession thereof, or organized under the laws of any foreign country.
3. To issue, sell, repurchase, redeem, retire, cancel, acquire, resell, transfer, and otherwise deal in shares of the capital stock of the Corporation, and to apply to any such repurchase, redemption, retirement, cancellation or acquisition of shares of capital stock of the Corporation, any funds of the Corporation, whether capital, surplus or otherwise to the full extent permitted by the laws of Maryland, all without the vote or consent of the stockholders of the Corporation.
4. To conduct its business in the State of Maryland, all other states and elsewhere in any part of the world, and to have one or more offices outside the State of Maryland.
5. To do any and all things herein set forth, and in addition such other acts and things as are necessary or convenient to the attainment of the purposes of this Corporation, or any of them, to the same extent as natural persons lawfully might or could do in any part of the world, and to engage in any lawful act or activity for which corporations may be organized under the laws of the State of Maryland.
The foregoing objects and purposes shall, except as otherwise expressly provided, be in no way limited or restricted by reference to, or inference from the terms of any other clause of this or any other Article of these Articles of Incorporation, and shall each be regarded as independent, and construed as powers as well as objects and purposes, and the enumeration of specific purposes, objects and powers shall not be construed to limit or restrict in any manner the meaning of general terms or the general powers of the Corporation now or hereafter conferred by the laws of the State of Maryland, nor shall the expression of one thing be deemed to exclude another, though it be of like nature, not expressed; provided, however, that the Corporation shall not have power to carry on within the State of Maryland any business whatsoever the carrying on of which would preclude it from being classified as an ordinary business corporation under the laws of said State; nor shall it carry on any business, or exercise any powers, in any other state, territory, district or country except that the same may lawfully be carried on or exercised under the laws thereof.
ARTICLE V
SECTION 1. The total number of shares which the Corporation has authority to issue is 1,000,000,000 shares of capital stock of the par value of $.001 each, having an aggregate par value of $1,000,000. The Board of Directors of the Corporation shall have full power and authority, from time to time, to classify or reclassify any unissued shares of stock of the Corporation, including, without limitation, the power to classify or reclassify unissued shares into series, and to classify or reclassify a series into one or more classes of stock that may be invested together in the common investment portfolio in which the series is invested, by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of such shares of stock. All shares of stock of a series shall represent the same interest in the Corporation and have the same preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms or conditions of redemption as the other shares of stock of that series, except to the extent that the Board of Directors provides for differing preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, or terms or conditions of redemption of shares of stock of classes of such series as determined pursuant to Articles Supplementary filed for record with the State Department of Assessments and Taxation of Maryland, or as otherwise determined pursuant to these Articles or by the Board of Directors in accordance with law. Prior to the first classification of unissued shares of stock into additional series, all outstanding shares of stock shall be of a single series, and prior to the first classification of a series into additional classes, all outstanding shares of stock of such series shall be of a single class. Notwithstanding any other provision of these Articles, upon the first classification of unissued shares of stock into additional series, the Board of Directors shall specify a legal name for the outstanding series, as well as for the new series, in appropriate charter documents filed for record with the State Department of Assessments and Taxation of Maryland providing for such name change and classification, and upon the first classification of a series into additional classes, the Board of Directors shall specify a legal name for the outstanding class, as well as for the new class or classes, in appropriate charter documents filed for record with the State Department of Assessments and Taxation of Maryland providing for such name changes and classification.
[On July 3, 1996, the Articles of Incorporation of the Corporation were further supplemented by the filing of Articles of Amendment with the State Department of Assessments and Taxation of Maryland which specified the legal name for the existing class of capital stock of the Corporation, both outstanding shares and unissued shares, as Class A.
On July 9, 1996, the Articles of Incorporation of the Corporation were further supplemented by the filing of Articles Supplementary with the State Department of Assessments and Taxation of Maryland which, pursuant to the authority of the Board of Directors of the Corporation 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 (i) classified and reclassified 200,000,000 authorized but unissued Class A shares as Class C shares and (ii) classified and reclassified 100,000,000 authorized but unissued Class A shares as Class B shares. Such Articles Supplementary further provided that subject to the power of the Board of Directors to classify and reclassify unissued shares, all shares of the Corporation's Class B and C stock shall be invested in the same investment portfolio of the Corporation as the Class A stock and shall have the same 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 of Incorporation of the Corporation and shall be subject to all other provisions of the Articles of Incorporation relating to stock of the Corporation generally.]
SECTION 2. A description of the relative preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends, qualifications and terms and conditions of redemption of all series and classes of series of shares is as follows, unless otherwise set forth in Articles Supplementary filed for record with the State Department of Assessments and Taxation of Maryland or otherwise determined pursuant to these Articles:
(a) ASSETS BELONGING TO SERIES. All consideration received or receivable by the Corporation for the issuance or sale of shares of a particular series, together with all assets in which such consideration is invested or reinvested, all income, earnings, profits and proceeds thereof, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, shall irrecovably belong to that series for all purposes, subject only to the rights of creditors, and shall be so recorded upon the books of account of the Corporation. Such consideration, assets, income, earnings, profits and proceeds, including any proceeds derived from the sale, exchange or liquidation of such assets, and any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, together with any unallocated items (as hereinafter defined) relating to that series as provided in the following sentence, are herein referred to as "assets belonging to" that series. In the event that there are any assets, income, earnings, profits or proceeds thereof, funds or payments that are not readily identifiable as belonging to any particular series (collectively "Unallocated Items"), the Board of Directors shall allocate such Unallocated Items to and among any one or more of the series created from time to time in such manner and on such basis as it, in its sole discretion, deems fair and equitable; and any Unallocated Items so allocated to a particular series shall belong to that series. Each such allocation by the Board of Directors shall be conclusive and binding upon the stockholders of all series for all purposes.
(b) LIABILITIES BELONGING TO SERIES. The assets belonging to each particular series shall be charged with the liabilities of the Corporation in respect of that series, including any class thereof, and with all expenses, costs, charges and reserves attributable to that series, including any such class, and shall be so recorded upon the books of account of the Corporation. Such liabilities, expenses, costs, charges and reserves, together with any unallocated items (as hereinafter defined) relating to that series, including any class thereof, as provided in the following sentence, so charged to that series, are herein referred to as "liabilities belonging to" that series. In the event there are any unallocated liabilities, expenses, costs, charges or reserves of the Corporation which are not readily identifiable as belonging to any particular series (collectively "Unallocated Items"), the Board of Directors shall allocate and charge such Unallocated Items to and among any one or more of the series created from time to time in such manner and on such basis as the Board of Directors in its sole discretion deems fair and equitable; and any Unallocated Items so allocated and charged to a particular series shall belong to that series. Each such allocation by the Board of Directors shall be conclusive and binding upon the stockholders of all series for all purposes. To the extent determined by the Board of Directors, liabilities and expenses relating solely to a particular class (including, without limitation, distribution expenses under a Rule 12b-1 plan and administrative expenses under an administration or service agreement, plan or other arrangement, however designated, which may be adopted for such class) shall be allocated to and borne by such class and shall be appropriately reflected (in the manner determined by the Board of Directors) in the net asset value, dividends and distributions and liquidation rights of the shares of such class.
(c) DIVIDENDS. Dividends and distributions on shares of a particular series may be paid to the holders of shares of that series at such times, in such manner and from such of the income and capital gains, accrued or realized, from the assets belonging to that series, after providing for actual and accrued liabilities belonging to that series, as the Board of Directors may determine. Such dividends and distributions may vary between or among classes of a series to reflect differing allocations of liabilities and expenses of such series between or among such classes to such extent as may be provided in or determined pursuant to Articles Supplementary filed for record with the State Department of Assessments and Taxation of Maryland or as may otherwise be determined by the Board of Directors.
(d) LIQUIDATION. In the event of the liquidation or dissolution of the Corporation, the stockholders of each series shall be entitled to receive, as a series, when and as declared by the Board of Directors, the excess of the assets belonging to that series over the liabilities belonging to that series. The assets so distributable to the stockholders of one or more classes of a series shall be distributed among such stockholders in proportion to the respective aggregate net asset values of the shares of such series held by them and recorded on the books of the Corporation.
(e) VOTING. On each matter submitted to vote of the
stockholders, each holder of a share shall be entitled to one vote for
each such share standing in his name on the books of the Corporation
irrespective of the series or class thereof and all shares of all
series and classes shall vote as a single class ("Single Class
Voting"); provided, however, that (i) as to any matter with respect to
which a separate vote of any series or class is required by the
Investment Company Act of 1940, as amended from time to time,
applicable rules and regulations thereunder, or the Maryland General
Corporation Law, such requirement as to a separate vote of that series
or class shall apply in lieu of Single Class Voting as described above;
(ii) in the event that the separate vote requirements referred to in
(i) above apply with respect to one or more (but less than all) series
or classes, then, subject to (iii) below, the shares of all other
series and classes shall vote as a single class; and (iii) as to any
matter which does not affect the interest of a particular series or
class, only the holders of shares of the one or more affected series or
classes shall be entitled to vote.
(f) CONVERSION. At such times (which times may vary among shares of a class) as may be determined by the Board of Directors, shares of a particular class of a series may be automatically converted into shares of another class of such series based on the relative net asset values of such classes at the time of conversion, subject, however, to any conditions of conversion that may be imposed by the Board of Directors.
SECTION 3. Each share of the capital stock of the Corporation shall be subject to the following provisions:
(a) All shares of the capital stock of the Corporation now or hereafter authorized shall be subject to redemption and redeemable at the option of the stockholder, in the sense used in the General Laws of the State of Maryland authorizing the formation of corporations. Each holder of the shares of capital stock of the Corporation, upon request to the Corporation accompanied by surrender (to the Corporation, or an agent designated by it) of the appropriate stock certificate or certificates, if any, in proper form for transfer, and such other instruments as the Board of Directors may require, shall be entitled to require the Corporation to redeem all or any part of the shares of capital stock outstanding in the name of such holder on the books of the Corporation, at a redemption price equal to the net asset value of such shares determined as hereinafter set forth. Notwithstanding the foregoing, the Corporation may deduct from the proceeds otherwise due to any stockholder requiring the Corporation to redeem shares less a redemption charge not to exceed one percent (1%) of such net asset value or a reimbursement charge, a deferred sales charge or other charge that is integral to the Corporation's distribution program (which charges may vary within and among series and classes) as may be established from time to time by the Board of Directors.
(b) Notwithstanding the foregoing, the Board of Directors of the Corporation may suspend the right of the holders of the capital stock of the Corporation to require the Corporation to redeem shares of such capital stock or may suspend any voluntary purchase of such capital stock:
(i) for any period (A) during which the New York Stock Exchange is closed other than the customary weekend and holiday closing, or (B) during which trading on the New York Stock Exchange is restricted;
(ii) for any period during which an emergency, as defined by the rules of the Securities and Exchange Commission or any successor thereto, exists as a result of which (A) disposal by the Corporation of securities owned by it is not reasonably practicable, or (B) it is not reasonably practicable for the Corporation fairly to determine the value of its net assets; or
(iii) for such other periods as the Securities and Exchange Commission or any successor thereto may by order permit for the protection of security holders of the Corporation.
(c) The Corporation, pursuant to a resolution of the Board of Directors and without the vote or consent of stockholders of the Corporation, shall have the right to redeem at net asset value all shares of capital stock in any stockholder account in which there are less than 500 shares or such lesser number of shares as shall be specified in such resolution. Such resolution shall set forth that redemption of shares in such accounts has been determined to be in the economic best interest of the Corporation or necessary to reduce disproportionately burdensome expenses in servicing stockholder accounts. Such resolution shall provide that prior notice of at least 30 days shall be given to a stockholder before such redemption of shares and that the stockholder will have 30 days (or such longer period as is specified in the resolution) from the date of the notice to avoid such redemption by increasing his account to at least 500 shares, or such lesser number of shares as is specified in the resolution.
SECTION 4. Notwithstanding any provision of law requiring any action to be taken or authorized by the affirmative vote of the holders of a designated proportion greater than a majority of the shares or votes entitled to be cast, such action shall be effective and valid if taken or authorized by the affirmative vote of the holders of a majority of the total number of shares outstanding and entitled to vote thereon pursuant to the provisions of these Articles of Incorporation.
SECTION 5. No holder of stock of the Corporation shall, as such holder, have any right to purchase or subscribe for any shares of the capital stock of the Corporation which it may issue or sell (whether out of the number of shares now or hereafter authorized by these Articles of Incorporation, or any amendment thereof, or out of any shares of the capital stock of the Corporation acquired by it after the issue thereof, or otherwise) other than such right, if any, as the Board of Directors, in its discretion, may determine.
ARTICLE VI
The current number of directors of the Corporation is nine, and the names of those who shall act as such until their successors are duly elected and qualify are as follows:
Robert S. Dow
E. Thayer Bigelow
William H.T. Bush
Robert B. Calhoun
Stewart S. Dixon
John C. Jansing
C. Alan MacDonald
Hansel B. Millican, Jr.
Thomas J. Neff
However, the By-Laws of the Corporation may fix the number of directors at a number other than nine and may authorize the Board of Directors, by the vote of a majority of the entire Board of Directors, to divide the Board into classes, to increase or decrease the number of directors within a limit specified in the By-Laws, provided that in no case shall the number of directors be less than three, and to fill the vacancies created by any such increase in the number of directors. Unless otherwise provided in the By-Laws of the Corporation, the directors of the Corporation need not be stockholders.
ARTICLE VII
The following provisions are inserted for the management of the business and conduct of the affairs of the Corporation, and to create, define, limit and regulate the powers of the Corporation, the directors and the stockholders.
SECTION 1. In furtherance and not in limitation of the powers conferred by statute and pursuant to these Articles of Incorporation, the Board of Directors is expressly authorized to do the following:
(a) To make, adopt, alter, amend and repeal by-laws of the Corporation;
(b) To declare (from interest, dividends or other income
received or accrued, from accruals of original issue or other discounts
on obligations held, from capital or other profits on portfolio assets
whether realized or unrealized, from surplus whether earned, capital or
paid in from any other lawful sources) dividends and distributions on
the Corporation's shares, for payment in cash, property or the
Corporation's own stock to stockholders of record on such dates (which
may be as frequently as every day) and payable at such intervals as the
Board of Directors shall determine at any time in advance of such
payment, whether or not in the amount of such payment can at that time
be determined or must be calculated subsequent to declaration and prior
to payment by reference to amounts or other factors not yet determined
at the time of declaration (including but not limited to the amount of
a dividend or distribution to be determined only by reference to what
is sufficient to enable the Corporation to qualify as a regulated
investment company under the United States Internal Revenue Code or to
avoid liability for Federal income tax); provided that if a dividend is
paid from any source other than earned surplus, the source of the
dividend shall be disclosed not later than at the time of payment to
the stockholders who receive it (the authority granted by this
sub-section (b) to permit, without limitation, and if otherwise lawful:
the declaration of dividends or distributions by means of a formula or
other similar method of determination whether or not the amount of such
dividend or distribution can be calculated at the time of such
declaration; establishing record or payment dates for dividends or
distributions on any basis, including establishing a number of record
or payment dates subsequent to the declaration of any dividend or
distribution; establishing the same payment date for any number or
dividends or distributions declared prior to such date, providing for
the payment of dividends or distributions declared and as yet unpaid to
stockholders of the Corporation redeeming shares prior to the payment
date otherwise applicable; and providing in advance for the conditions
under which any dividend or distribution may be payable in the
Corporation's own shares to all or less than all of the Corporation's
stockholders and for the calculation of any transfer from earned
surplus to capital surplus in excess of the transfer to the stated
capital of the aggregate par value of the shares so to be issued,
whether such dividend or distribution is in authorized but unissued or
in treasury shares of the Corporation);
(c) To issue and sell or to cause the issuance and sale of shares of the Corporation's capital stock in such amounts and on such terms and conditions, for such purpose and for such amount or kind of consideration as is now or hereafter permitted by the laws of the State of Maryland;
(d) To purchase and to cause to be purchased shares of the capital stock of the Corporation, pursuant to these Articles of Incorporation, upon tender thereof by the holder or holders thereof or otherwise, provided the Corporation has assets legally available for such purpose whether arising out of paid-in surplus, other surplus, net profits or otherwise, to such extent and in such manner and upon such terms as the Board of Directors shall deem expedient, and to pay for such shares in cash then held or owned by the Corporation;
(e) To authorize, subject to such vote, consent, or approval of stockholders and other conditions, if any, as may be required by any applicable statute, rule or regulation, the execution and performance by the Corporation of an agreement or agreements with any person, corporation, association, partnership, or other organization whereby, subject to the supervision and control of the Board of Directors, any such other person, corporation, association, partnership, or other organization, shall render managerial, investment advisory and related services to the Corporation (including, if deemed advisable, the management or supervision of the investment portfolio of the Corporation) upon such terms and conditions as may be provided in such agreement or agreements;
(f) To authorize, subject to such vote, consent or approval of stockholders and other conditions, if any, as may be required by any applicable statute, rule or regulation, the execution and performance by the Corporation of an agreement or agreements, which may be exclusive, with any person, corporation, association, partnership or other organization, as distributor, providing for the sale and distribution of shares of the capital stock of the Corporation. Such agreement or agreements may provide for the charge by the Corporation of a premium over the net asset value (determined as hereinafter provided) of such shares and allowance of a discount by the Corporation to such distributor, and may further provide for the reallowance by such distributor of concessions or commissions from such discount; provided, however, that such discount shall not exceed the amount of the premium;
(g) To authorize any agreement of the character described in subsection (e) or (f) of this Section 1 with any person, corporation, association, partnership or other organization, although one or more of the members of the Board of Directors or officers of the Corporation may be the other party to any such agreement or an officer, director, shareholder, or member of such other party, and no such agreement shall be invalidated or rendered voidable by reason of the existence of any such relationship. Any director of the Corporation who is also a director, officer, shareholder, or member of such other party may be counted in determining the existence of a quorum at any meeting of the Board of Directors which shall authorize any such agreement, and may vote thereat to authorize any such contract or transaction, with like force and effect as if he were not such director, officer, shareholder, or member of such other party. Any Agreement entered into pursuant to said subsections (e) or (f) shall be consistent with and subject to the requirements of the Investment Company Act of 1940 (including any amendment thereof or other applicable Act of Congress hereafter enacted). No amendment to any agreement entered into pursuant to said subsection (e) (other than an amendment reducing the compensation of the other party thereto) shall be effective unless assented to by the affirmative vote of a majority of the outstanding voting securities of the Corporation (as such phrase is defined in the Investment Company Act of 1940.
SECTION 2. The Board of Directors may authorize the purchase by the Corporation, either directly or through any agent, of shares of its capital stock, in the open market or otherwise, at prices not in excess of the net asset value of such shares (determined as hereinafter provided) as of a time determined by the Board of Directors reasonably proximate to the time of purchase by the Corporation or any such agent.
SECTION 3. For the purposes referred to in these Articles of Incorporation, the net asset value of shares of the capital stock of the Corporation of each series and class as of any particular time (a "determination time") shall be determined by or pursuant to the direction of the Board of Directors as follows:
(a) At times when a series is not classified into multiple classes, the net asset value of each share of stock of a series, as of a determination time, shall be the quotient, carried out to not less than two decimal points, obtained by dividing the net value of the assets of the Corporation belonging to that series (determined as hereinafter provided) as of such determination time by the total number of shares of that series then outstanding, including all shares of that series which the Corporation has agreed to sell for which the price has been determined, and excluding shares of that series which the Corporation has agreed to purchase or which are subject to redemption for which the price has been determined.
The net value of the assets of the Corporation of a series as of a determination time shall be determined in accordance with sound accounting practice by deducting from the gross value of the assets of the Corporation belonging to that series (determined as hereinafter provided), the amount of all liabilities belonging to that series (as such terms are defined in subsection (b) of Section 2 of Article VI), in each case as of such determination time.
The gross value of the assets of the Corporation belonging to a series as of such determination time shall be an amount equal to all cash, receivables, the market value of all securities for which market quotations are readily available and the fair value of other assets of the Corporation belonging to that series (as such terms are defined in subsection (a) of Section 2 of Article V) at such determination time, all determined in accordance with sound accounting practice and giving effect to the following:
(1) the fair value as of any such determination time of any security owned by the Corporation which is listed or admitted to trading privileges on the New York Stock Exchange or the American Stock Exchange shall be the last sale price or (in the case of a security in which there has been no previously reported sale transaction since the last determination time) the mean between the last bid price and the last asked price, for such security on such exchange. In case securities being valued are listed or admitted to trading privileges on any securities exchange other than the New York Stock Exchange or the American Stock Exchange, the securities exchange, sale transactions or bid or asked prices which are to be used as aforesaid, shall be selected by the Board of Directors or any officer or other person designated by the Board of Directors for the purpose. The determination of the fair value of securities hereunder may be made in reliance on any recognized source of quotations or basis for ascertaining quotations. If a security is traded in more than one market, a determination may be made as to which market most accurately reflects the value of such security.
(2) The fair value of other property, including any securities which are neither listed nor admitted to trading privileges on any exchange and securities in an over-the-counter market shall be determined in good faith in such manner as the Board of Directors shall prescribe from time to time.
(b) At times when a series is classified into multiple classes, the net asset value of each share of stock of a class of such series shall be determined in accordance with subsections (a) and (c) of this Section 3 with appropriate adjustments to reflect differing allocations of liabilities and expenses of such series between or among such classes to such extent as may be provided in or determined pursuant to Articles Supplementary filed for record with the State Department of Assessments and Taxation of Maryland or as may otherwise be determined by the Board of Directors.
(c) The Board of Directors is empowered, in its discretion, to establish other methods for determining such net asset value whenever such other methods are deemed by it to be necessary or desirable, including, but without limiting the generality of the foregoing, any method deemed necessary or desirable in order to enable the Corporation to comply with any provision of the Investment Company Act of 1940 or any rule or regulation thereunder.
SECTION 4. Any determination as to any of the following matters made by or pursuant to the direction of the Board of Directors consistent with these Articles of Incorporation and in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of duties, shall be final and conclusive and shall be binding upon the Corporation and every holder of shares of capital stock of the Corporation, of any series or class, namely, the amount of the assets, obligations, liabilities and expenses of the Corporation or belonging to any series or with respect to any class; the amount of the net income of the Corporation from dividends and interest for any period and the amount of assets at any time legally available for the payment of dividends with respect to any series or class; the amount of paid-in surplus, other surplus, annual or other net profits, or net assets in excess of capital, undivided profits, or excess of profits over losses on sales of securities belonging to the Corporation or any series or class; the amount, purpose, time of creation, increase or decrease, alteration or cancellation of any reserves or charges and the propriety thereof (whether or not any obligation or liability for which such reserves or charges shall have been created shall have been paid or discharged) with respect to the Corporation or any series or class; the market value, or any sale, bid or asked price to be applied in determining the market value, of any security owned or held by the Corporation; the fair value of any other asset owned by the Corporation; the number of shares of stock of any series or class issued or issuable; the existence of conditions permitting the postponement of payment of the repurchase price of shares of stock of any series or class or the suspension of the right of redemption as provided by law; any matter relating to the acquisition, holding and disposition of securities and other assets by the Corporation; any question as to whether any transaction constitutes a purchase of securities on margin, a short sale of securities, or an underwriting of the sale of, or participation in any underwriting or selling group in connection with the public distribution of any securities; and any matter relating to the issue, sale, repurchase and/or other acquisition or disposition of shares of stock of any series or class.
SECTION 5. The Corporation is adopting its corporate title through permission of the firm of Lord, Abbett & Co., and if it shall enter into a management or advisory contract with such firm or a subsidiary or affiliate of such firm, or a successor, the Corporation shall make appropriate agreements that upon the termination of such contract for any cause, or if such firm or subsidiary or affiliate or successor deems it advisable to withdraw the right to the use of its name, the Corporation will, at the request of such firm or subsidiary or affiliate or successor, take such action as may be necessary to change its name to eliminate all use of or reference to the words "Lord Abbett" in any form and will neither use the registered service mark of Lord, Abbett & Co., without the written consent of such firm or subsidiary or affiliate or successor. The Corporation shall also agree in such contract that investment companies other than the Corporation for which such firm or subsidiary or affiliate or successor may act as investment adviser, and other companies affiliated with Lord, Abbett & Co., may be formed with the words "Lord Abbett" in their corporate titles. Such agreements on the part of the Corporation are hereby made binding upon it, its directors, officers, stockholders, creditors and all other persons claiming under or through it.
ARTICLE VIII
From time to time any of the provisions of these Articles of Incorporation may be amended, altered or repealed (including any amendment that changes the terms of any of the outstanding stock by classification, reclassification or otherwise), and other provisions that might, under the statutes of the State of Maryland at the time in force, be lawfully contained in articles of incorporation may be added or inserted, upon the vote of the holders of a majority of the shares of capital stock of the Corporation at the time outstanding and entitled to vote, and all rights at any time conferred upon the stockholders of the Corporation by these Articles of Incorporation are subject to the provisions of this Article VIII.
THIRD: The foregoing restatement of the charter has been approved by a majority of the entire board of directors.
FOURTH: The charter is not amended by these Articles of Restatement.
FIFTH: The current address of the principal office of the Corporation is set forth in Article III of the foregoing restatement of the charter.
SIXTH: The name and address of the Corporation's current resident agent are set forth in Article III of the foregoing restatement of the charter.
SEVENTH: The number of directors of the Corporation and the names of those currently in office are set forth in Article VI of the foregoing restatement of the charter.
The undersigned Vice President acknowledges these Articles of Restatement to be the corporate act of the Corporation and as to all matters or facts set forth herein required to be verified under oath, the undersigned Vice President acknowledges that to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties of perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles to be signed in its name and on its behalf by its Vice President and witnessed to by its Secretary on this 27th day of October, 1998.
LORD ABBETT U.S. GOVERNMENT SECURITIES MONEY MARKET FUND, INC.
By /s/Thomas F. Konop
Thomas F. Konop, Vice President
WITNESS:
/s/ Paul A. Hilstad
Paul A. Hilstad, Secretary
|
BY-LAWS
OF
LORD ABBETT CASH RESERVE FUND, INC.
(a Maryland corporation)
ARTICLE I
OFFICES
Section 1. Principal Office. The principal office of the Corporation in Maryland shall be in the City of Baltimore, and the name of the resident agent in charge thereof is the Prentice-Hall Corporation Systems, Maryland.
Section 2. Other Offices. The Corporation may also have an office in the City and State of New York and offices at such other places as the Board of Directors may from time to time determine.
ARTICLE II
STOCKHOLDERS MEETINGS
Section 1. ANNUAL MEETINGS. The Corporation shall not hold an annual meeting of its stockholders in any fiscal year of the Corporation unless required in accordance with the following sentence. The Chairman of the Board or the President shall call an annual meeting of the stockholders when the election of directors is required to be acted on by the stockholders under the Investment Company Act of 1940, as amended, and the Chairman of the Board, the President, a Vice President, the Secretary or any director shall call an annual meeting of stockholders at the request in writing of a majority of the Board of Directors or of stockholders holding at least one-quarter of the stock of the Corporation outstanding and entitled to vote at the meeting. Any annual meeting of the stockholders held pursuant to the foregoing sentence shall be held at such time and at such place, within the City of New York or elsewhere, as may be fixed by the Chairman of the Board or the President or the Board of Directors or by the stockholders holding at least one-quarter of the stock of the Corporation outstanding and entitled to vote, as the case may be, and as may be stated in the notice setting forth such call, provided that any stockholders requesting such meeting shall have paid to the Corporation the reasonably estimated cost of preparing and mailing the notice thereof, which the Secretary shall determine and specify to such stockholders. Any meeting of stockholders held in accordance with this Section 1 shall for all purposes constitute the annual meeting of stockholders for the fiscal year of the Corporation in which the meeting is held and, without limiting the generality of the foregoing, shall be held for the purposes of (a) acting on any such matter or matters so required to be acted on by stockholders under the Investment Company Act of 1940, as amended, and (b) electing directors to hold the offices of any directors who have held office for more than one year (or, in the case of directors elected prior to July 1, 1987, who have held office for more than three years) or who have been elected by the Board of Directors to fill vacancies which result from any cause, and for transacting such other business as may properly be brought before the meeting. Only such business, in addition to that prescribed by law, by the Articles of Incorporation and by these By-Laws, may be brought before such meeting as may be specified by resolution of the Board of Directors or by writing filed with the Secretary of the Corporation and signed by the Chairman of the Board or by the President or by a majority of the directors or by stockholders holding at least one-quarter of the stock of the Corporation outstanding and entitled to vote at the meeting.
Section 2. SPECIAL MEETINGS. Special meetings of the stockholders for any purpose or purposes may be held upon call by the President or by a majority of the Board of Directors, and shall be called by the President, a Vice President, the Secretary or any director at the request in writing of a majority of the Board of Directors or of stockholders holding at least one-quarter of the stock of the Corporation outstanding and entitled to vote at the meeting, at such time and at such place where an annual meeting of stockholders could be held, as may be fixed by the President or the Board of Directors or by the stockholders holding at least one-quarter of the stock of the Corporation outstanding and so entitled to vote, as the case may be, and as may be stated in the notice setting forth such call. Such request shall state the purpose or purposes of the proposed meeting, and only such purpose or purposes so specified may properly be brought before such meeting.
Section 3. NOTICE OF MEETINGS. Written or printed notice of every
annual or special meeting of stockholders, stating the time and place thereof
and the general nature of the business proposed to be transacted at any such
meeting, shall be delivered personally or mailed not less than 10 nor more than
90 days previous thereto to each stockholder of record entitled to vote at the
meeting at his address as the same appears on the books of the Corporation.
Meetings may be held without notice if all of the stockholders entitled to vote
are present or represented at the meeting, or if notice is waived in writing,
either before or after the meeting, by those not present or represented at the
meeting. No notice of an adjourned meeting of the stockholders other than an
announcement of the time and place thereof at the preceding meeting shall be
required.
Section 4. QUORUM. At every meeting of the stockholders the holders
of record of one-third of the outstanding shares of the stock of the Corporation
entitled to vote at the meeting, whether present in person or represented by
proxy, shall, except as otherwise provided by law, constitute a quorum. If at
any meeting there shall be no quorum, the holders of record of a majority of
such shares entitled to vote at the meeting so present or represented may
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall have been obtained, at which time any business
may be transacted which might have been transacted at the meeting as originally
called.
Section 5. VOTING. Each stockholder entitled to vote at any meeting
shall have one vote in person or by proxy for each share of stock held by him,
but no proxy shall be voted after eleven months from its date, unless such proxy
provides for a longer period. All elections of directors shall be had, and all
questions except as otherwise provided by law or by the Articles of
Incorporation or by these By-Laws, shall be decided, by a majority of the votes
cast by stockholders present or represented and entitled to vote thereat in
person or by proxy.
ARTICLE III
BOARD OF DIRECTORS
Section 1. GENERAL POWERS. The property, affairs and business of the Corporation shall be managed by the Board of Directors, provided, however, that the Board of Directors may authorize the Corporation to enter into an agreement or agreements with any person, corporation, association, partnership or other organization, subject to the Board's supervision and control, for the purpose of providing managerial, investment advisory and related services to the Corporation which may include management or supervision of the investment portfolio of the Corporation.
Section 2. NUMBER, CLASS, QUORUM, ELECTION, TERM OF OFFICE AND QUALIFICATIONS. The Board of Directors of the Corporation shall consist of not less than three or more than fifteen persons, none of whom need be stockholders of the Corporation. The number of directors (within the above limits) shall be determined by the Board of Directors from time to time, as it sees fit, by vote of a majority of the whole Board. Directors elected prior to July 1, 1987, shall be divided into three classes, each to hold office for a term of three years; directors elected thereafter shall consist of one class only. The directors shall be elected at each annual meeting of stockholders and, whether or not elected for a specific term, shall hold office, unless sooner removed, until their respective successors are elected and qualify.
One-third of the whole Board, but in no event less than two, shall constitute a quorum for the transaction of business, but if at any meeting of the Board there shall be less than a quorum present, a majority of the directors present may adjourn the meeting from time to time until a quorum shall have been obtained, when any business may be transacted which might have been transacted at the meeting as originally convened. No notice of an adjourned meeting of the directors other than an announcement of the time and place thereof at the preceding meeting shall be required. The acts of the majority of the directors present at any meeting at which there is a quorum shall be the acts of the Board, except as otherwise provided by law, by the Articles of Incorporation or by these By-Laws.
Section 3. VACANCIES. The Board of Directors, by vote of a majority
of the whole Board, may elect directors to fill vacancies in the Board resulting
from an increase in the number of directors or from any other cause. Directors
so chosen shall hold office until their respective successors are elected and
qualify, unless sooner displaced pursuant to law or these By-Laws.
The stockholders, at any meeting called for the purpose, may, with or
without cause, remove any director by the affirmative vote of the holders of a
majority of the votes entitled to be cast, and at any meeting called for the
purpose may fill the vacancy in the Board thus caused.
Section 4. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at such time and place, within or without the State of Maryland, as may from time to time be fixed by Resolution of the Board or as may be specified in the notice of any meeting. No notice of regular meetings of the Board shall be required.
Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called from time to time by the President, any Vice President or any two directors. Each special meeting of the Board shall be held at such place, either within or outside the State of Maryland, as shall be designated in the notice of such meeting. Notice of each such meeting shall be mailed to each director, at his residence or usual place of business, at least two days before the day of the meeting, or shall be directed to him at such place by telegraph or cable, or be delivered to him personally not later than the day before the day of the meeting. Every such notice shall state the time and place of the meeting but need not state the purposes thereof, except as otherwise expressly provided in these By-Laws or by statute.
Section 6. TELEPHONIC CONFERENCE MEETINGS. Any meeting of the Board or any committee thereof may be held by conference telephone, regardless where each director may be located at the time, by means of which all persons participating in the meeting can hear each other, and participation in such meeting in such manner shall constitute presence in person at such meeting.
Section 7. FEES AND EXPENSES. The directors shall receive such fees and expenses for services to the Corporation as may be fixed by the Board of Directors, subject however, to such limitations as may be provided in the Articles of Incorporation. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent or otherwise and receiving compensation therefor.
Section 8. TRANSACTIONS WITH DIRECTORS. Except as otherwise provided by law or in the Articles of Incorporation, a director of the Corporation shall not in the absence of fraud be disqualified from office by dealing or contracting with the Corporation either as a vendor, purchaser or otherwise, nor in the absence of fraud shall any transaction or contract of the Corporation be void or voidable or affected by reason of the fact that any director, or any firm of which any director is a member, or any corporation of which any director is an officer, director or stockholder, is in any way interested in such transaction or contract; provided that at the meeting of the Board of Directors, at which said contract or transaction is authorized or confirmed, the existence of an interest of such director, firm or corporation is disclosed or made known and there shall be present a quorum of the Board of Directors a majority of which, consisting of directors not so interested, shall approve such contract or transaction. Nor shall any director be liable to account to the Corporation for any profit realized by him from or through any such transaction or contract of the Corporation ratified or approved as aforesaid, by reason of the fact that he or any firm of which he is a member, or any corporation of which he is an officer, director, or stockholder, was interested in such transaction or contract. Directors so interested may be counted when present at meetings of the Board of Directors for the purpose of determining the existence of a quorum. Any contract, transaction or act of the Corporation or of the Board of Directors (whether or not approved or ratified as hereinabove provided) which shall be ratified by a majority of the votes cast at any annual or special meeting at which a quorum is present called for such purpose, or approved in writing by a majority in interest of the stockholders having voting power without a meeting, shall except as otherwise provided by law, be valid and as binding as though ratified by every stockholder of the Corporation.
Section 9. COMMITTEES. The Board of Directors may, by resolution adopted by a majority of the whole Board, designate one or more committees each such committee to consist of two or more directors of the Corporation, which, to the extent permitted by law and provided in said resolution, shall have and may exercise the powers of the Board over the business and affairs of the Corporation, and may have power to authorize the seal of the Corporation to be affixed to all papers which may require it. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. A majority of the members of any such committee may determine its action and fix the time and place of its meetings, unless the Board of Directors shall otherwise provide. The Board of Directors shall have power at any time to change the membership of, to fill vacancies in, or to dissolve any such committee.
Section 10. WRITTEN CONSENTS. Any action required or permitted to be taken at any meeting of the Board of Directors or by any committee thereof may be taken without a meeting, if a written consent thereto is signed by all members of the Board or of such committee, as the case may be, and such written consent is filed with the minutes or proceedings of the Board or committee.
Section 11. WAIVER OF NOTICE. Whenever under the provisions of these By-Laws, or of the Articles of Incorporation, or of any of the laws of the State of Maryland, or other applicable statute, the Board of Directors is authorized to hold any meeting or take any action after notice or after the lapse of any prescribed period of time, a waiver thereof, in writing, signed by the person or persons entitled to such notice or lapse of time, whether before or after the time of meeting or action stated herein, shall be deemed equivalent thereto. The presence at any meeting of a person or persons entitled to notice thereof shall be deemed a waiver of such notice as to such person or persons.
ARTICLE IV
OFFICERS
Section 1. NUMBER AND DESIGNATION. The Board of Directors shall each year appoint from among their members a Chairman and a President of the Corporation, and shall appoint one or more Vice Presidents, a Secretary and a Treasurer and, from time to time, any other officers and agents as it may deem proper. Any two of the above-mentioned offices, except those of the President and a Vice President, may be held by the same person, but no officer shall execute, acknowledge or verify any instrument in more than one capacity if such instrument be required by law or by these By-Laws to be executed, acknowledged or verified by any two or more officers.
Section 2. TERM OF OFFICE. The term of office of all officers shall be one year or until their respective successors are chosen; but any officer or agent chosen or appointed by the Board of Directors may be removed, with or without cause, at any time, by the affirmative vote of a majority of the members of the Board then in office.
Section 3. DUTIES. Subject to such limitations as the Board of Directors may from time to time prescribe, the officers of the Corporation shall each have such powers and duties as generally appertain to their respective offices, as well as such powers and duties as from time to time may be conferred by the Board of Directors.
ARTICLE V
CERTIFICATE OF STOCK
Section 1. FORM AND ISSUANCE. Each stockholder of the Corporation shall be entitled upon request, to a certificate or certificates, in such form as the Board of Directors may from time to time prescribe, which shall represent and certify the number of shares of stock of the Corporation owned by such stockholder. The certificates for shares of stock of the Corporation shall bear the signature, either manual or facsimile, of the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, and shall be sealed with the seal of the Corporation or bear a facsimile of such seal. The validity of any stock certificate shall not be affected if any officer whose signature appears thereon ceases to be an officer of the Corporation before such certificate is issued.
Section 2. TRANSFER OF STOCK. The shares of stock of the Corporation shall be transferable on the books of the Corporation by the holder thereof in person or by a duly authorized attorney, upon surrender for cancellation of a certificate or certificates for a like number of shares, with a duly executed assignment and power of transfer endorsed thereon or attached thereto, or, if no certificate has been issued to the holder in respect of shares of stock of the Corporation, upon receipt of written instructions, signed by such holder, to transfer such shares from the account maintained in the name of such holder by the Corporation or its agent. Such proof of the authenticity of the signatures as the Corporation or its agent may reasonably require shall be provided.
Section 3. LOST, STOLEN, DESTROYED AND MUTILATED CERTIFICATES. The holder of any stock of the Corporation shall immediately notify the Corporation of any loss, theft, destruction or mutilation of any certificate therefor, and the Board of Directors may, in its discretion, cause to be issued to him a new certificate or certificates of stock, upon the surrender of the mutilated certificate or in case of loss, theft or destruction of the certificate upon satisfactory proof of such loss, theft, or destruction; and the Board of Directors may, in its discretion, require the owner of the lost, stolen or destroyed certificate, or his legal representatives, to give to the Corporation and to such registrar or transfer agent as may be authorized or required to countersign such new certificate or certificates a bond, in such sum as they may direct, and with such surety or sureties, as they may direct, as indemnity against any claim that may be made against them or any of them on account of or in connection with the alleged loss, theft, or destruction of any such certificates.
Section 4. RECORD DATE. The Board of Directors may fix, in advance, a date as the record date for the purpose of determining stockholders entitled to notice of, or to vote at, any meeting of stockholders, or stockholders entitled to receive payment of any dividend or the allotment of any rights, or in order to make a determination of stockholders for any other proper purpose. Such date, in any case, shall be not more than 90 days, and in case of a meeting of stockholders, not less than 10 days, prior to the date on which the particular action requiring such determination of stockholders is to be taken. In lieu of fixing a record date, the Board of Directors may provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, 20 days prior to the date of any meeting of stockholders or the date for payment of any dividend or the allotment of rights. If the stock transfer books are closed for the purpose of determining stockholders entitled to notice of or to vote at a meeting of stockholders, such books shall be closed for at least 10 days immediately preceding such meeting. If no record date is fixed and the stock transfer books are not closed for determination of stockholders, the record date for the determination of stockholders entitled to notice of, or to vote at, a meeting of stockholders shall be at the close of business on the day on which notice of the meeting is mailed or the day 30 days before the meeting, whichever is closer date to the meeting, and the record date for the determination of stockholders entitled to receive payment of a dividend or an allotment of any rights shall be at the close of business on the day on which the resolution of the Board of Directors declaring the dividend or allotment of rights is adopted, provided that the payment or allotment date shall not be more than 90 days after the date of the adoption of such resolution.
ARTICLE VI
CORPORATE BOOKS
The books of the Corporation, except the original or a duplicate stock ledger, may be kept outside the State of Maryland at such place or places as at the Board of Directors may from time to time determine. The original or duplicate stock ledger shall be maintained at the office of the Corporation's transfer agent.
ARTICLE VII
SIGNATURES
Except as otherwise provided in these By-Laws or as the Board of Directors may generally or in particular cases authorize the execution thereof in some other manner, all deeds, leases, transfers, contracts, bonds, notes, checks, drafts and other obligations made, accepted or endorsed by the Corporation and all endorsements, assignments, transfers, stock powers or other instruments of transfer of securities owned by or standing in the name of the Corporation shall be signed or executed by two officers of the Corporation, who shall be the President or a Vice President and a Vice President, the Secretary or the Treasurer.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall be established by resolution of the Board of Directors of the Corporation.
ARTICLE IX
CORPORATE SEAL
The corporate seal of the Corporation shall consist of a flat faced circular die with the word "Maryland" together with the name of the Corporation, the year of its organization, and such other appropriate legend as the Board of Directors may from time to time determine, cut or engrave thereon. In lieu of the corporate seal, when so authorized by the Board of Directors or a duly empowered committee thereof, a facsimile thereof may be impressed or affixed or reproduced.
ARTICLE X
INDEMNIFICATION
As part of the consideration for agreeing to serve and serving as a director of the Corporation, each director of the Corporation shall be indemnified by the Corporation against every judgment, penalty, fine, settlement, and reasonable expense (including attorneys' fees) actually incurred by the director in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, in which the director was, is, or is threatened to be made a named defendant or respondent (or otherwise becomes a party) by reason of such director's service in that capacity or status as such, and the amount of every such judgement, penalty, fine, settlement and reasonable expense so incurred by the director shall be paid by the Corporation or, if paid by the director, reimbursed to the director by the Corporation, subject only to the conditions and limitations imposed by the applicable provisions of Section 2-418 of the Corporations and Associations Article of the Annotated Code of the State of Maryland and by the provisions of Section 17(h) of the United States Investment Company Act of 1940 as interpreted and as required to be implemented by Securities and Exchange Commission Release No. IC-11330 of September 4, 1980. The foregoing shall not limit the authority of the Corporation to indemnify any of its officers, employees or agents to the extent consistent with applicable law.
ARTICLE XI
AMENDMENTS
All By-Laws of the Corporation shall be subject to alteration, amendment, or repeal, and new By-Laws not inconsistent with any provision of the Articles of Incorporation of the Corporation may be made, either by the affirmative vote of the holders of record of a majority of the outstanding stock of the Corporation entitled to vote in respect thereof, given at an annual meeting or at any special meeting, provided notice of the proposed alteration, amendment, or repeal of the proposed new By-Laws is included in or accompanies the notice of such meeting, or by the affirmative vote of a majority of the whole Board of Directors given at a regular or special meeting of the Board of Directors, provided that the notice of any such special meeting indicates that the By-Laws are to be altered, amended, repealed, or that new By-Laws are to be adopted.
CONSENT OF INDEPENDENT AUDITORS
Lord Abbett U.S. Government Securities Money Market Fund, Inc.:
We consent to the incorporation by reference in Post-Effective Amendment No. 24 to Registration Statement No. 2-64536 of our report dated July 31, 1998 appearing in the Annual Report to Shareholders for the year ended June 30, 1998, and to the reference to us under the caption "Financial Highlights" in the Prospectus and to the references to us under the captions "Investment Advisory and Other Services" and "Financial Statements" in the Statement of Additional Information, both of which are part of such Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
October 26, 1998
| ARTICLE 6 |
| CIK: 0000311635 |
| NAME: US GOVERNMENT SECURITIES MONEY MARKET FUND, INC. |
| SERIES: |
| NUMBER: 001 |
| NAME: CLASS A |
| PERIOD TYPE | 6 MOS |
| FISCAL YEAR END | JUN 30 1998 |
| PERIOD START | JUL 01 1997 |
| PERIOD END | DEC 31 1997 |
| INVESTMENTS AT COST | 145257582 |
| INVESTMENTS AT VALUE | 145257582 |
| RECEIVABLES | 226945 |
| ASSETS OTHER | 3718 |
| OTHER ITEMS ASSETS | 165175 |
| TOTAL ASSETS | 145653420 |
| PAYABLE FOR SECURITIES | 0 |
| SENIOR LONG TERM DEBT | 0 |
| OTHER ITEMS LIABILITIES | 1365841 |
| TOTAL LIABILITIES | 1365841 |
| SENIOR EQUITY | 0 |
| PAID IN CAPITAL COMMON | 0 |
| SHARES COMMON STOCK | 141687003 |
| SHARES COMMON PRIOR | 143197339 |
| ACCUMULATED NII CURRENT | 0 |
| OVERDISTRIBUTION NII | 0 |
| ACCUMULATED NET GAINS | 0 |
| OVERDISTRIBUTION GAINS | 0 |
| ACCUM APPREC OR DEPREC | 0 |
| NET ASSETS | 144287579 |
| DIVIDEND INCOME | 0 |
| INTEREST INCOME | 4027774 |
| OTHER INCOME | 0 |
| EXPENSES NET | 611773 |
| NET INVESTMENT INCOME | 3416002 |
| REALIZED GAINS CURRENT | 0 |
| APPREC INCREASE CURRENT | 0 |
| NET CHANGE FROM OPS | 3416002 |
| EQUALIZATION | 0 |
| DISTRIBUTIONS OF INCOME | 3416002 |
| DISTRIBUTIONS OF GAINS | 0 |
| DISTRIBUTIONS OTHER | 0 |
| NUMBER OF SHARES SOLD | 153123006 |
| NUMBER OF SHARES REDEEMED | 157767269 |
| SHARES REINVESTED | 3133927 |
| NET CHANGE IN ASSETS | (1510336) |
| ACCUMULATED NII PRIOR | 0 |
| ACCUMULATED GAINS PRIOR | 0 |
| OVERDISTRIB NII PRIOR | 0 |
| OVERDIST NET GAINS PRIOR | 0 |
| GROSS ADVISORY FEES | 363817 |
| INTEREST EXPENSE | 0 |
| GROSS EXPENSE | 611773 |
| AVERAGE NET ASSETS | 144340279 |
| PER SHARE NAV BEGIN | 1.00 |
| PER SHARE NII | .024 |
| PER SHARE GAIN APPREC | 0 |
| PER SHARE DIVIDEND | .024 |
| PER SHARE DISTRIBUTIONS | 0 |
| RETURNS OF CAPITAL | 0 |
| PER SHARE NAV END | 1.00 |
| EXPENSE RATIO | .42 |
| AVG DEBT OUTSTANDING | 0 |
| AVG DEBT PER SHARE | 0 |
| ARTICLE 6 |
| CIK: 0000311635 |
| NAME: US GOVERNMENT SECURITIES MONEY MARKET FUND, INC. |
| SERIES: |
| NUMBER: 002 |
| NAME: CLASS B |
| PERIOD TYPE | 6 MOS |
| FISCAL YEAR END | JUN 30 1998 |
| PERIOD START | JUL 01 1997 |
| PERIOD END | DEC 31 1997 |
| INVESTMENTS AT COST | 145257582 |
| INVESTMENTS AT VALUE | 145257582 |
| RECEIVABLES | 226945 |
| ASSETS OTHER | 3718 |
| OTHER ITEMS ASSETS | 165175 |
| TOTAL ASSETS | 145653420 |
| PAYABLE FOR SECURITIES | 0 |
| SENIOR LONG TERM DEBT | 0 |
| OTHER ITEMS LIABILITIES | 1365841 |
| TOTAL LIABILITIES | 1365841 |
| SENIOR EQUITY | 0 |
| PAID IN CAPITAL COMMON | 0 |
| SHARES COMMON STOCK | 835922 |
| SHARES COMMON PRIOR | 243676 |
| ACCUMULATED NII CURRENT | 0 |
| OVERDISTRIBUTION NII | 0 |
| ACCUMULATED NET GAINS | 0 |
| OVERDISTRIBUTION GAINS | 0 |
| ACCUM APPREC OR DEPREC | 0 |
| NET ASSETS | 144287579 |
| DIVIDEND INCOME | 0 |
| INTEREST INCOME | 11425 |
| OTHER INCOME | 0 |
| EXPENSES NET | 3227 |
| NET INVESTMENT INCOME | 8198 |
| REALIZED GAINS CURRENT | 0 |
| APPREC INCREASE CURRENT | 0 |
| NET CHANGE FROM OPS | 8198 |
| EQUALIZATION | 0 |
| DISTRIBUTIONS OF INCOME | 8198 |
| DISTRIBUTIONS OF GAINS | 0 |
| DISTRIBUTIONS OTHER | 0 |
| NUMBER OF SHARES SOLD | 2589508 |
| NUMBER OF SHARES REDEEMED | 2002800 |
| SHARES REINVESTED | 5538 |
| NET CHANGE IN ASSETS | 592246 |
| ACCUMULATED NII PRIOR | 0 |
| ACCUMULATED GAINS PRIOR | 0 |
| OVERDISTRIB NII PRIOR | 0 |
| OVERDIST NET GAINS PRIOR | 0 |
| GROSS ADVISORY FEES | 1010 |
| INTEREST EXPENSE | 0 |
| GROSS EXPENSE | 3227 |
| AVERAGE NET ASSETS | 400821 |
| PER SHARE NAV BEGIN | 1.00 |
| PER SHARE NII | .020 |
| PER SHARE GAIN APPREC | 0 |
| PER SHARE DIVIDEND | .020 |
| PER SHARE DISTRIBUTIONS | 0 |
| RETURNS OF CAPITAL | 0 |
| PER SHARE NAV END | 1.00 |
| EXPENSE RATIO | .81 |
| AVG DEBT OUTSTANDING | 0 |
| AVG DEBT PER SHARE | 0 |
| ARTICLE 6 |
| CIK: 0000311635 |
| NAME: US GOVERNMENT SECURITIES MONEY MARKET FUND, INC. |
| SERIES: |
| NUMBER: 003 |
| NAME: CLASS C |
| PERIOD TYPE | 6 MOS |
| FISCAL YEAR END | JUN 30 1998 |
| PERIOD START | JUL 01 1997 |
| PERIOD END | DEC 31 1997 |
| INVESTMENTS AT COST | 145257582 |
| INVESTMENTS AT VALUE | 145257582 |
| RECEIVABLES | 226945 |
| ASSETS OTHER | 3718 |
| OTHER ITEMS ASSETS | 165125 |
| TOTAL ASSETS | 145653420 |
| PAYABLE FOR SECURITIES | 0 |
| SENIOR LONG TERM DEBT | 0 |
| OTHER ITEMS LIABILITIES | 1365841 |
| TOTAL LIABILITIES | 1365841 |
| SENIOR EQUITY | 0 |
| PAID IN CAPITAL COMMON | 0 |
| SHARES COMMON STOCK | 1764654 |
| SHARES COMMON PRIOR | 791120 |
| ACCUMULATED NII CURRENT | 0 |
| OVERDISTRIBUTION NII | 0 |
| ACCUMULATED NET GAINS | 0 |
| OVERDISTRIBUTION GAINS | 0 |
| ACCUM APPREC OR DEPREC | 0 |
| NET ASSETS | 144287579 |
| DIVIDEND INCOME | 0 |
| INTEREST INCOME | 27736 |
| OTHER INCOME | 0 |
| EXPENSES NET | 4193 |
| NET INVESTMENT INCOME | 23543 |
| REALIZED GAINS CURRENT | 0 |
| APPREC INCREASE CURRENT | 0 |
| NET CHANGE FROM OPS | 23543 |
| EQUALIZATION | 0 |
| DISTRIBUTIONS OF INCOME | 23543 |
| DISTRIBUTIONS OF GAINS | 0 |
| DISTRIBUTIONS OTHER | 0 |
| NUMBER OF SHARES SOLD | 3816371 |
| NUMBER OF SHARES REDEEMED | 2856004 |
| SHARES REINVESTED | 13167 |
| NET CHANGE IN ASSETS | 973534 |
| ACCUMULATED NII PRIOR | 0 |
| ACCUMULATED GAINS PRIOR | 0 |
| OVERDISTRIB NII PRIOR | 0 |
| OVERDIST NET GAINS PRIOR | 0 |
| GROSS ADVISORY FEES | 2474 |
| INTEREST EXPENSE | 0 |
| GROSS EXPENSE | 4193 |
| AVERAGE NET ASSETS | 981467 |
| PER SHARE NAV BEGIN | 1.00 |
| PER SHARE NII | .024 |
| PER SHARE GAIN APPREC | 0 |
| PER SHARE DIVIDEND | .024 |
| PER SHARE DISTRIBUTIONS | 0 |
| RETURNS OF CAPITAL | 0 |
| PER SHARE NAV END | 1.00 |
| EXPENSE RATIO | .43 |
| AVG DEBT OUTSTANDING | 0 |
| AVG DEBT PER SHARE | 0 |