Securities Act File No. 002-88912
Investment Company Act File No. 811-03942
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM N-1A |
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 | X |
Pre-Effective Amendment No. | __ |
Post-Effective Amendment No. 76 | X |
and/or | |
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 | X |
Amendment No. 77 | X |
LORD ABBETT MUNICIPAL INCOME FUND, INC.
(Exact Name of Registrant as Specified in Charter)
90 Hudson Street, Jersey City, New Jersey | 07302-3973 | |
(Address of Principal Executive Office) | (Zip Code) |
Registrant’s Telephone Number, including Area Code: (800) 201-6984
Brooke A. Fapohunda, Esq.
Vice President and Assistant Secretary
90 Hudson Street, Jersey City, New Jersey 07302-3973
(Name and Address of Agent for Service)
It is proposed that this filing will become effective (check appropriate box): | |
__ | immediately upon filing pursuant to paragraph (b) |
X | on February 1, 2017 pursuant to paragraph (b) |
__ | 60 days after filing pursuant to paragraph (a)(1) |
__ | on (date) pursuant to paragraph (a)(1) |
__ | 75 days after filing pursuant to paragraph (a)(2) |
__ | 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. |
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Lord Abbett
Municipal Income Fund
PROSPECTUS
FEBRUARY 1, 2017
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SHORT DURATION
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CLASS |
TICKER |
CLASS |
TICKER |
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A |
LSDAX |
F |
LSDFX |
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B |
N/A |
I |
LISDX |
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C |
LSDCX |
T |
LSHTX |
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INTERMEDIATE
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CLASS |
TICKER |
CLASS |
TICKER |
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A |
LISAX |
I |
LAIIX |
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B |
LISBX |
P |
LISPX |
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C |
LISCX |
T |
LISTX |
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F |
LISFX |
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AMT FREE
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CLASS |
TICKER |
CLASS |
TICKER |
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A |
LATAX |
I |
LMCIX |
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C |
LATCX |
T |
LATTX |
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F |
LATFX |
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NATIONAL
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CLASS |
TICKER |
CLASS |
TICKER |
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A |
LANSX |
I |
LTNIX |
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B |
LANBX |
P |
N/A |
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C |
LTNSX |
T |
LANTX |
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F |
LANFX |
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HIGH YIELD
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CLASS |
TICKER |
CLASS |
TICKER |
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A |
HYMAX |
I |
HYMIX |
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B |
HYMBX |
P |
HYMPX |
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C |
HYMCX |
T |
HYMTX |
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F |
HYMFX |
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SHORT DURATION
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CLASS |
TICKER |
CLASS |
TICKER |
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A |
SDHAX |
I |
SDHIX |
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C |
SDHCX |
T |
SDHTX |
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F |
SDHFX |
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CALIFORNIA
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CLASS |
TICKER |
CLASS |
TICKER |
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A |
LCFIX |
I |
CAILX |
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C |
CALAX |
P |
N/A |
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F |
LCFFX |
T |
LCTTX |
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NEW JERSEY
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CLASS |
TICKER |
CLASS |
TICKER |
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A |
LANJX |
P |
N/A |
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F |
LNJFX |
T |
LNJTX |
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I |
LINJX |
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NEW YORK
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CLASS |
TICKER |
CLASS |
TICKER |
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A |
LANYX |
I |
NYLIX |
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C |
NYLAX |
P |
N/A |
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F |
LNYFX |
T |
LNYTX |
The Securities and Exchange Commission has not approved or disapproved of these securities or determined whether this prospectus is accurate or complete. Any representation to the contrary is a criminal offense.
INVESTMENT PRODUCTS: NOT FDIC INSUREDNO BANK GUARANTEEMAY LOSE VALUE
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TABLE OF CONTENTS |
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WHAT YOU
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3 |
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15 |
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26 |
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37 |
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48 |
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61 |
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74 |
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86 |
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97 |
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MORE
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109 |
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109 |
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117 |
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128 |
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131 |
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131 |
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INFORMATION
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133 |
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140 |
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142 |
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146 |
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151 |
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153 |
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154 |
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156 |
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164 |
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TABLE OF CONTENTS |
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FINANCIAL
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169 |
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171 |
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173 |
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175 |
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177 |
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179 |
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181 |
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183 |
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185 |
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INVESTMENT OBJECTIVE
The investment objective of the Fund is to seek the maximum amount of interest income exempt from federal income tax as is consistent with reasonable risk.
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and certain members of your family invest, or agree to invest in the future, at least $100,000 in the Lord Abbett Family of Funds. More information about these and other discounts is available from your financial professional and in Sales Charge Reductions and Waivers on page 142 of the prospectus and Purchases, Redemptions, Pricing, and Payments to Dealers on page 8-1 of the statement of additional information (SAI).
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Shareholder Fees (Fees paid directly from your investment) |
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Class |
A |
B |
C |
F and I |
T |
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Maximum Sales Charge (Load) Imposed on Purchases
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2.25% |
None |
None |
None |
2.50% |
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Maximum Deferred Sales Charge (Load)
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None (1) |
5.00% |
1.00% (2) |
None |
None |
PROSPECTUS SHORT DURATION TAX FREE FUND
3
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Annual Fund Operating Expenses
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Class |
A |
B |
C |
F |
I |
T |
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Management Fees |
0.40% |
0.40% |
0.40% |
0.40% |
0.40% |
0.40% |
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Distribution and Service (12b-1) Fees |
0.20% |
1.00% |
0.82% (3) |
0.10% |
None |
0.25% |
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Other Expenses |
0.11% |
0.11% |
0.11% |
0.11% |
0.11% |
0.11% (4) |
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Total Annual Fund Operating Expenses |
0.71% |
1.51% |
1.33% |
0.61% |
0.51% |
0.76% (4) |
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Fee Waiver and/or Expense Reimbursement (5) |
(0.06)% |
(0.06)% |
(0.06)% |
(0.06)% |
(0.06)% |
(0.06)% (4) |
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Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (5) |
0.65% |
1.45% |
1.27% |
0.55% |
0.45% |
0.70% (4) |
(1) |
A contingent deferred sales charge (CDSC) of 1.00% may be assessed on certain Class A shares purchased or acquired without a sales charge if they are redeemed before the first day of the month of the one-year anniversary of the purchase. |
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(2) |
A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase. |
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(3) |
The 12b-1 fee the Fund will pay on Class C shares will be a blended rate calculated based on (i) 1.00% of the Funds average daily net assets attributable to shares held for less than one year and (ii) 0.80% of the Funds average daily net assets attributable to shares held for one year or more. All Class C shareholders of the Fund will bear 12b-1 fees at the same rate. |
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(4) |
Based on estimated amounts for the current fiscal year. |
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(5) |
For the period from February 1, 2017 through January 31, 2019, Lord, Abbett & Co. LLC has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired funds fees and expenses, and interest related expenses, to an annual rate of 0.45% for each class. This agreement may be terminated only by the Funds Board of Directors. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same, giving effect to the fee waiver and expense reimbursement arrangement described above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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Class |
If Shares Are Redeemed |
If Shares Are Not Redeemed |
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1 Year |
3 Years |
5 Years |
10 Years |
1 Year |
3 Years |
5 Years |
10 Years |
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Class A Shares |
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$ |
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290 |
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$ |
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435 |
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$ |
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599 |
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$ |
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1,076 |
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$ |
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290 |
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$ |
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435 |
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$ |
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599 |
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$ |
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1,076 |
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Class B Shares |
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$ |
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648 |
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$ |
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765 |
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$ |
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1,012 |
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$ |
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1,574 |
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$ |
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148 |
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$ |
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465 |
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$ |
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812 |
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$ |
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1,574 |
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Class C Shares |
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$ |
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229 |
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$ |
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409 |
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$ |
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717 |
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$ |
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1,591 |
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$ |
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129 |
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$ |
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409 |
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$ |
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717 |
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$ |
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1,591 |
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Class F Shares |
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$ |
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56 |
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$ |
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183 |
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$ |
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328 |
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$ |
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750 |
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$ |
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56 |
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$ |
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183 |
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$ |
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328 |
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$ |
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750 |
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Class I Shares |
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$ |
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46 |
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$ |
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151 |
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$ |
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273 |
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$ |
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629 |
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$ |
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46 |
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$ |
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151 |
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$ |
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273 |
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$ |
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629 |
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Class T Shares |
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$ |
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320 |
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$ |
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475 |
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$ |
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650 |
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$ |
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1,157 |
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$ |
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320 |
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$ |
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475 |
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$ |
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650 |
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$ |
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1,157 |
PROSPECTUS SHORT DURATION TAX FREE FUND
4
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 23.16% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
In pursuing its investment objective, the Fund uses the volatility of the Barclays Municipal Bond Short 1-5 Year Index as an approximation of reasonable risk. To pursue its investment objective, under normal conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds that pay interest exempt from federal income tax.
Under normal conditions, the Fund invests primarily in investment grade municipal bonds, which are bonds that are rated BBB/Baa or higher (at the time of purchase) by an independent rating agency or are unrated but deemed by Lord Abbett to be of comparable quality. The Fund may invest up to 20% of its net assets in municipal bonds rated BB/Ba or lower (at the time of purchase) by an independent rating agency or that are unrated but deemed by Lord Abbett to be of comparable quality (commonly referred to as below investment grade, high yield, or junk bonds).
The Fund may invest in all types of municipal bonds, including general obligation bonds, revenue bonds, municipal leases, and variable rate demand notes. Municipal bonds are debt securities issued by or on behalf of U.S. states, territories (such as Puerto Rico), and possessions and their political subdivisions, agencies, and instrumentalities that provide income that generally is exempt from federal, state, and/or local personal income tax. The Fund may invest in both insured and uninsured municipal bonds.
The Fund may invest up to 20% of its net assets in municipal bonds that pay interest that is subject to the federal alternative minimum tax (AMT), including certain private activity bonds (commonly referred to as AMT paper). Although the Fund is permitted to invest up to 20% of its net assets in fixed income securities that pay interest that is subject to federal, state, and local income tax, the Fund presently has no intention of investing in this manner. The Fund will not invest more than 25% of its total assets in any industry; however, this limitation does not apply to tax-exempt securities issued by governments or their agencies or instrumentalities. Certain types of municipal securities (including general obligation, general appropriation, municipal leases, special assessment, and special tax bonds) are not considered a part of any industry for purposes of this industry concentration policy. Therefore, the Fund may
PROSPECTUS SHORT DURATION TAX FREE FUND
5
invest more than 25% of its total assets in these types of municipal securities. The Fund may invest without limitation in securities of issuers located in a single state, territory, municipality, or region.
The Fund may invest up to 15% of its net assets (measured at the time of investment) in illiquid securities.
The Fund may invest up to 20% of its assets in inverse floaters (also known as residual interest bonds), which are a type of derivative investment that provides leveraged exposure to underlying municipal bonds whose interest payments vary inversely with changes in short-term tax-exempt interest rates. These investments are intended to increase the Funds income and potential investment return. The Fund also may invest in other types of derivatives, such as futures, for non-hedging, hedging, or duration management purposes.
The maturity of a security measures the time until final payment is due, whereas duration takes into account the expected pattern of all payments of interest and principal on a security over time, including how these payments are affected by changes in interest rates. The Fund may invest in individual securities of any maturity or duration. Normally, the Fund seeks to maintain a dollar-weighted average maturity of between one and three years. Although the Fund may invest significantly in money market securities and their equivalents for investment purposes as well as for cash management purposes, it is not a money market fund and is not subject to the regulatory requirements applicable to money market funds.
The Funds investment team focuses on credit risk analysis, tax-exempt income yield, total return potential, interest rate risk, and call protection in managing its portfolio. The Fund generally will sell a security when the Fund believes the security is less likely to benefit from the current market and economic environment, shows signs of deteriorating fundamentals, or has reached its valuation target, among other reasons. The Fund seeks to remain fully invested in accordance with its investment objective. The Fund may, however, deviate entirely from the investment strategy described above for temporary defensive purposes. The Fund may miss certain investment opportunities if defensive strategies are used and thus may not achieve its investment objective.
PRINCIPAL RISKS
As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund.
The following is a summary of certain risks that could adversely affect the Funds performance or increase volatility:
PROSPECTUS SHORT DURATION TAX FREE FUND
6
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Portfolio Management Risk If the strategies used and securities selected by the Funds portfolio management team fail to produce the intended result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, even in a rising market. |
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Market Risk The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions, governmental actions or intervention, political developments, and other factors. Although prices of debt securities tend to rise and fall less dramatically than those of equity securities, they may experience heightened volatility. |
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Fixed Income Securities Risk The Fund is subject to the general risks and considerations associated with investing in debt securities, including the risk that issuers will fail to make timely payments of principal or interest or default altogether. Typically, shorter-term bonds are less volatile than longer-term bonds; however, longer-term bonds typically offer higher yields and more stable interest income than shorter-term bond investments. Lower rated municipal bonds in which the Fund may invest may be more volatile and may decline more in price in response to negative issuer developments or general economic news than higher rated securities. In addition, as interest rates rise, the Funds investments typically will lose value. |
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Municipal Securities Risk Municipal securities are subject to the same risks affecting fixed income securities in general. In addition, the price of municipal securities may be adversely affected by legislative or political changes, tax rulings, judicial action, changes in market and economic conditions, and the fiscal condition of the municipal issuer, including an insolvent municipality filing for bankruptcy. The Fund may be more sensitive to these events and conditions if it invests a substantial portion of its assets in the municipal securities of similar projects (such as those relating to education, health care, housing, transportation, and utilities) or in particular types of municipal securities (such as general obligation bonds, private activity bonds, and special tax bonds) or in the securities of issuers located within a single state, municipality, or geographic area. The market for municipal securities generally is less liquid than other securities markets, which may make it more difficult for the Fund to sell its municipal securities. Nongovernmental users of facilities financed by tax-exempt revenue bonds (e.g., companies in the electric utility and health care industries) may have difficulty making payments on their obligations in the event of an economic downturn. This would negatively affect the valuation of municipal securities issued by such facilities. |
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Below Investment Grade Municipal Bond Risk Below investment grade municipal bonds typically pay a higher yield than investment grade municipal bonds, but may have greater price fluctuations and have a higher risk of default than investment grade municipal bonds. The market for below |
PROSPECTUS SHORT DURATION TAX FREE FUND
7
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investment grade municipal bonds may be less liquid due to such factors as specific municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally, and less secondary market liquidity. This may make such bonds more difficult to sell at an acceptable price, especially during periods of financial distress, increased market volatility, or significant market decline. |
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Call Risk A substantial portion of municipal bonds are callable, meaning they give the issuer the right to call or redeem the bonds before maturity. As interest rates decline, these bond issuers may pay off their loans early by buying back the bonds, thus depriving the Fund of above market interest rates. Moreover, the Fund may not recoup the full amount of its initial investment and may have to reinvest the prepayment proceeds in lower yielding securities, securities with greater credit risks, or other less attractive securities. |
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Credit Risk Municipal bonds are subject to the risk that the issuer or guarantor of a security may not make interest and principal payments as they become due or may default altogether. In addition, if the market perceives a deterioration in the creditworthiness of an issuer, the value and liquidity of bonds issued by that issuer may decline. Credit risk varies based upon the economic and fiscal conditions of each issuer and the municipalities, agencies, instrumentalities, and other issuers within the state, territory, or possession. As noted above, to the extent that the Fund holds below investment grade securities, these risks may be heightened. Insured municipal bonds have the credit risk of the insurer in addition to the credit risk of the underlying investment being insured. A decline in the credit quality of private activity bonds usually is directly related to a decline in the credit standing of the private user of the facility. |
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Derivatives Risk Loss may result from the Funds investments in futures contracts, inverse floaters, and other derivative instruments. These instruments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate and substantial losses to the Fund. They also may increase the Funds interest rate risk and may cause the Fund to realize a limited amount of taxable income. Losses also may arise from the failure of a derivative counterparty to meet its contractual obligations. Central clearing of derivatives is intended to decrease counterparty risk but does not make these transactions risk-free. In addition, the Fund will be required to cover its derivatives transactions in accordance with Securities and Exchange Commission guidance. This may include segregating permissible liquid assets to cover its obligations under these transactions and the Fund may have to liquidate positions before it is desirable to do so to fulfill its requirements to segregate. Whether the Funds use of derivatives is |
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PROSPECTUS SHORT DURATION TAX FREE FUND
8
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successful will depend on, among other things, the Funds ability to correctly forecast market movements and other factors. If the Fund incorrectly forecasts these and other factors, the Funds performance could suffer. |
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The Funds use of inverse floaters may reduce the Funds returns and/or increase the Funds volatility. Inverse floaters typically are more volatile than fixed rate municipal bonds. Distributions on inverse floaters are inversely related to short-term municipal bond interest rates. Therefore, distributions paid to the Fund on its inverse floaters will fall when short-term municipal interest rates rise and will rise when short-term municipal interest rates fall. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment. Holders of inverse floaters bear the risk of the fluctuation in value of the issuing trusts underlying municipal bonds because holders of the floaters have the right to tender their notes back to the trust for payment at par plus accrued interest. This creates effective leverage because the Funds net cash investment is significantly less than the value of the underlying bonds. The leverage ratio increases as the value of the inverse floaters becomes a greater proportion of the value of the municipal bonds deposited into the trust. |
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Extension Risk Rising interest rates may cause an issuer to pay off or retire a debt security later than expected, extending the duration of a bond, making them more sensitive to changes in interest rates. This typically will reduce the bonds value, and cause the Fund to be unable to reinvest in higher yielding securities unless it is willing to incur a loss by selling its current holding. |
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Governmental Risk Government actions, including U.S. federal government actions and actions by local, state, and regional governments, could have an adverse effect on municipal bond prices. In addition, the Funds performance may be affected by local, state, and regional factors depending on the states in which the Funds investments are issued. |
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Interest Rate Risk As interest rates rise, prices of bonds (including tax-exempt bonds) generally fall, typically causing the Funds investments to lose value. Additionally, rising interest rates or lack of market participants may lead to decreased liquidity in the fixed income markets. Interest rate changes typically have a greater effect on the price of longer-term bonds, including inverse floaters, than on the price of shorter-term bonds. A wide variety of market factors can cause interest rates to rise, including central bank monetary policy, rising inflation, and changes in general economic conditions. The Fund will be exposed to heightened interest rate risk as interest rates rise from historically low levels. |
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PROSPECTUS SHORT DURATION TAX FREE FUND
9
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Liquidity/Redemption Risk It may be difficult for the Fund to sell certain securities, including below investment grade municipal bonds, in a timely manner and at their stated value, which could result in losses to the Fund. In addition, the Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid. The Fund may be unable to sell illiquid securities at its desired time or price. As noted, the market for below investment grade municipal bonds generally is less liquid than the market for higher rated bonds, subjecting them to greater price fluctuations. The purchase price and subsequent valuation of illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. Illiquidity can be caused by a variety of factors, including economic conditions, market events, events relating to the issuer, a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities resale. Liquidity risk may be magnified in a rising interest rate environment or other circumstances where investor redemptions from fixed income mutual funds may be higher than normal, causing increased supply in the market due to selling activity. |
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Short Duration Risk Although any rise in interest rates is likely to cause the prices of debt obligations to fall, the comparatively short duration of the Funds portfolio holdings is intended to mitigate some of this risk. The Fund generally will earn less income and, during periods of declining interest rates, will provide lower total returns to investors than funds with longer durations. |
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State and Territory Risks Although the Fund does not have a specific geographic focus, from time to time, to the extent the Fund invests in securities of issuers in a particular state, territory (such as Puerto Rico), municipality, or region, the Fund may be more exposed to risks affecting that particular state, territory, municipality, or region. As a result, adverse economic, political, and regulatory conditions affecting that state, territory, or region (and their political subdivisions, agencies, instrumentalities, and public authorities) are likely to affect the Funds performance. |
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Taxability Risk Although the Fund attempts to purchase only bona fide tax-exempt securities (except for its ability to invest up to 20% of its net assets in municipal bonds that pay interest subject to AMT and fixed income securities that pay interest that is subject to regular federal income tax), there is a risk that a bond issued as tax-exempt may be reclassified by the Internal Revenue Service (IRS) as taxable (for example, if the bond was issued in a transaction deemed by the IRS to be abusive), creating taxable rather than tax-exempt income. From time to time, proposals have been introduced |
PROSPECTUS SHORT DURATION TAX FREE FUND
10
|
before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on certain types of municipal bonds. Additionally, certain other proposals have been introduced that would have the effect of taxing a portion of exempt interest and/or reducing the tax benefits of receiving exempt interest. These legal uncertainties could affect the municipal bond market generally, certain specific segments of the market, or the relative credit quality of particular securities. Additionally, the Funds use of derivatives may increase the amount of distributions taxable to you as ordinary income, increase or decrease the amount of capital gain distributions to you and/or decrease the amount available for distribution to you as exempt-interest dividends. |
An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. For more information on the principal risks of the Fund, please see the More Information About the Funds Principal Risks section in the prospectus.
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Funds returns. Each assumes reinvestment of dividends and distributions. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance is shown for Class B shares because the Fund has not issued Class B shares to date. No performance is shown for Class T shares because this class has not completed a full calendar year of operations as of the date of this prospectus.
The bar chart shows changes in the performance of the Funds Class A shares from calendar year to calendar year. This chart does not reflect the sales charge applicable to Class A shares. If the sales charge were reflected, returns would be lower. Performance for the Funds other share classes will vary due to the different expenses each class bears. Updated performance information is available at www.lordabbett.com or by calling 888-522-2388.
PROSPECTUS SHORT DURATION TAX FREE FUND
11
Bar Chart (per calendar year) Class A Shares
|
|
|
Best Quarter 1st Q 09 +2.36% |
Worst Quarter 4th Q 16 -1.77% |
The table below shows how the Funds average annual total returns compare to the returns of a securities market index with investment characteristics similar to those of the Fund. The Funds average annual total returns include applicable sales charges.
The after-tax returns of Class A shares included in the table below are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to a tax benefit resulting from realized losses on a sale of Fund shares at the end of the period that is used to offset other gains. Actual after-tax returns depend on an investors tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts (IRAs). After-tax returns for other share classes are not shown in the table and will vary from those shown for Class A shares.
PROSPECTUS SHORT DURATION TAX FREE FUND
12
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Average Annual Total Returns
|
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|
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Class |
1 Year |
5 Years |
Life of Class |
Inception
|
||||
|
||||||||
Class A Shares |
|
|
|
|
|
|
12/31/2008 |
|
|
||||||||
Before Taxes |
-2.88% |
0.30% |
1.64% |
|
||||
|
||||||||
After Taxes on Distributions |
-2.88% |
0.30% |
1.63% |
|
||||
|
||||||||
After Taxes on Distributions and Sales of Fund Shares |
-1.17% |
0.52% |
1.65% |
|
||||
|
||||||||
Class C Shares |
-2.25% |
0.12% |
1.23% |
12/31/2008 |
||||
|
||||||||
Class F Shares |
-0.56% |
0.86% |
2.03% |
12/31/2008 |
||||
|
||||||||
Class I Shares |
-0.46% |
0.95% |
2.13% |
12/31/2008 |
||||
|
||||||||
Index |
|
|
||||||
|
||||||||
Bloomberg Barclays Municipal Bond Short 1-5 Year Index
|
0.07% |
1.09% |
2.03% |
12/31/2008 |
MANAGEMENT
Investment Adviser. The Funds investment adviser is Lord, Abbett & Co. LLC.
Portfolio Managers.
|
|
|
Portfolio Manager/Title |
Member of
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|
||
Daniel S. Solender, Partner and Director |
2008 |
|
|
||
Daniel T. Vande Velde, Partner and Portfolio Manager |
2008 |
PURCHASE AND SALE OF FUND SHARES
The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. Class B shares no longer are available for purchase by new or existing investors and only will be issued in connection with (i) an exchange of Class B shares from another Lord Abbett Fund or (ii) a reinvestment of a dividend and/or capital gain distribution. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in
PROSPECTUS SHORT DURATION TAX FREE FUND
13
Class I shares. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See Choosing a Share Class Investment Minimums in the prospectus for more information.
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Investment Minimums Initial/Additional Investments |
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Class |
A, C, and T |
F |
I |
|||||
|
||||||||
General and IRAs without Invest-A-Matic Investments |
$1,000/No minimum |
N/A |
$1 million minimum |
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Invest-A-Matic Accounts |
$250/$50 |
N/A |
N/A |
|||||
|
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IRAs, SIMPLE and SEP Accounts with Payroll Deductions |
No minimum |
N/A |
N/A |
|||||
|
||||||||
Fee-Based Advisory Programs and Retirement and Benefit Plans |
No minimum |
No minimum |
No minimum |
You may sell (redeem) shares through your securities broker, financial professional or financial intermediary. If you have direct account access privileges, you may redeem your shares by contacting the Fund in writing at P.O. Box 219336, Kansas City, MO 64121, by calling 888-522-2388 or by accessing your account online at www.lordabbett.com.
TAX INFORMATION
The Funds distributions of interest on municipal bonds generally are not subject to federal income tax; however, the Fund may distribute taxable dividends, including distributions of short-term and long-term capital gains. In addition, interest on certain bonds may be subject to the federal alternative minimum tax. To the extent that the Funds distributions are derived from interest on bonds that are not exempt from applicable state and local taxes, such distributions will be subject to such state and local taxes.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Funds distributor or its affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your individual financial professional to recommend the Fund over another investment. Ask your individual financial professional or visit your financial intermediarys website for more information.
PROSPECTUS SHORT DURATION TAX FREE FUND
14
|
INVESTMENT OBJECTIVE
The investment objective of the Fund is to seek the maximum amount of interest income exempt from federal income tax as is consistent with reasonable risk.
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and certain members of your family invest, or agree to invest in the future, at least $100,000 in the Lord Abbett Family of Funds. More information about these and other discounts is available from your financial professional and in Sales Charge Reductions and Waivers on page 142 of the prospectus and Purchases, Redemptions, Pricing, and Payments to Dealers on page 8-1 of the statement of additional information (SAI).
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Shareholder Fees (Fees paid directly from your investment) |
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Class |
A |
B |
C |
F, I, and P |
T |
|||||
|
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Maximum Sales Charge (Load) Imposed on Purchases
|
2.25% |
None |
None |
None |
2.50% |
|||||
|
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Maximum Deferred Sales Charge (Load)
|
None (1) |
5.00% |
1.00% (2) |
None |
None |
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Annual Fund Operating Expenses
|
||||||||||||||||
|
||||||||||||||||
Class |
A |
B |
C |
F |
I |
P |
T |
|||||||||
|
||||||||||||||||
Management Fees |
0.39% |
0.39% |
0.39% |
0.39% |
0.39% |
0.39% |
0.39% |
|||||||||
|
||||||||||||||||
Distribution and Service (12b-1) Fees |
0.20% |
1.00% |
0.83% (3) |
0.10% |
None |
0.45% |
0.25% |
|||||||||
|
||||||||||||||||
Other Expenses |
0.11% |
0.11% |
0.11% |
0.11% |
0.11% |
0.11% |
0.11% (4) |
|||||||||
|
||||||||||||||||
Total Annual Fund Operating Expenses (5) |
0.70% |
1.50% |
1.33% |
0.60% |
0.50% |
0.95% |
0.75% (4) |
(1) |
A contingent deferred sales charge (CDSC) of 1.00% may be assessed on certain Class A shares purchased or acquired without a sales charge if they are redeemed before the first day of the month of the one-year anniversary of the purchase. |
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(2) |
A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase. |
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(3) |
The 12b-1 fee the Fund will pay on Class C shares will be a blended rate calculated based on (i) 1.00% of the Funds average daily net assets attributable to shares held for less than one year and (ii) 0.80% of the Funds average daily net assets attributable to shares held for one year or more. All Class C shareholders of the Fund will bear 12b-1 fees at the same rate. |
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(4) |
Based on estimated amounts for the current fiscal year. |
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(5) |
These amounts include interest and related expenses from inverse floaters of less than 0.01%. |
PROSPECTUS INTERMEDIATE TAX FREE FUND
15
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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Class |
If Shares Are Redeemed |
If Shares Are Not Redeemed |
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1 Year |
3 Years |
5 Years |
10 Years |
1 Year |
3 Years |
5 Years |
10 Years |
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|
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Class A Shares |
|
$ |
|
295 |
|
$ |
|
444 |
|
$ |
|
606 |
|
$ |
|
1,076 |
|
$ |
|
295 |
|
$ |
|
444 |
|
$ |
|
606 |
|
$ |
|
1,076 |
||||||||||||||||||||||||
|
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Class B Shares |
|
$ |
|
653 |
|
$ |
|
774 |
|
$ |
|
1,018 |
|
$ |
|
1,574 |
|
$ |
|
153 |
|
$ |
|
474 |
|
$ |
|
818 |
|
$ |
|
1,574 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class C Shares |
|
$ |
|
235 |
|
$ |
|
421 |
|
$ |
|
729 |
|
$ |
|
1,601 |
|
$ |
|
135 |
|
$ |
|
421 |
|
$ |
|
729 |
|
$ |
|
1,601 |
||||||||||||||||||||||||
|
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Class F Shares |
|
$ |
|
61 |
|
$ |
|
192 |
|
$ |
|
335 |
|
$ |
|
750 |
|
$ |
|
61 |
|
$ |
|
192 |
|
$ |
|
335 |
|
$ |
|
750 |
||||||||||||||||||||||||
|
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Class I Shares |
|
$ |
|
51 |
|
$ |
|
160 |
|
$ |
|
280 |
|
$ |
|
628 |
|
$ |
|
51 |
|
$ |
|
160 |
|
$ |
|
280 |
|
$ |
|
628 |
||||||||||||||||||||||||
|
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Class P Shares |
|
$ |
|
97 |
|
$ |
|
303 |
|
$ |
|
525 |
|
$ |
|
1,166 |
|
$ |
|
97 |
|
$ |
|
303 |
|
$ |
|
525 |
|
$ |
|
1,166 |
||||||||||||||||||||||||
|
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Class T Shares |
|
$ |
|
325 |
|
$ |
|
484 |
|
$ |
|
657 |
|
$ |
|
1,157 |
|
$ |
|
325 |
|
$ |
|
484 |
|
$ |
|
657 |
|
$ |
|
1,157 |
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 8.25% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
In pursuing its investment objective, the Fund uses the volatility of the Barclays 1-15 Year Municipal Bond Index as an approximation of reasonable risk. To pursue its investment objective, under normal conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds that pay interest exempt from federal income tax.
Under normal conditions, the Fund invests primarily in investment grade municipal bonds, which are bonds that are rated BBB/Baa or higher (at the time of purchase) by an independent rating agency or are unrated but deemed by Lord Abbett to be of comparable quality. The Fund may invest up to 20% of its net assets in municipal bonds rated BB/Ba or lower (at the time of purchase) by an independent rating agency or that are unrated but deemed by Lord Abbett to be of comparable quality (commonly referred to as below investment grade, high yield, or junk bonds).
PROSPECTUS INTERMEDIATE TAX FREE FUND
16
The Fund may invest in all types of municipal bonds, including general obligation bonds, revenue bonds, municipal leases, and variable rate demand notes. Municipal bonds are debt securities issued by or on behalf of U.S. states, territories (such as Puerto Rico), and possessions and their political subdivisions, agencies, and instrumentalities that provide income that generally is exempt from federal, state, and/or local personal income tax. The Fund may invest in both insured and uninsured municipal bonds.
The Fund may invest up to 20% of its net assets in municipal bonds that pay interest that is subject to the federal alternative minimum tax (AMT), including certain private activity bonds (commonly referred to as AMT paper). Although the Fund is permitted to invest up to 20% of its net assets in fixed income securities that pay interest that is subject to federal, state, and local income tax, the Fund presently has no intention of investing in this manner. The Fund will not invest more than 25% of its total assets in any industry; however, this limitation does not apply to tax-exempt securities issued by governments or their agencies or instrumentalities. Certain types of municipal securities (including general obligation, general appropriation, municipal leases, special assessment, and special tax bonds) are not considered a part of any industry for purposes of this industry concentration policy. Therefore, the Fund may invest more than 25% of its total assets in these types of municipal securities. The Fund may invest without limitation in securities of issuers located in a single state, territory, municipality, or region.
The Fund may invest up to 15% of its net assets (measured at the time of investment) in illiquid securities.
The Fund may invest up to 20% of its assets in inverse floaters (also known as residual interest bonds), which are a type of derivative investment that provides leveraged exposure to underlying municipal bonds whose interest payments vary inversely with changes in short-term tax-exempt interest rates. These investments are intended to increase the Funds income and potential investment return. The Fund also may invest in other types of derivatives, such as futures, for non-hedging, hedging, or duration management purposes.
The maturity of a security measures the time until final payment is due, whereas duration takes into account the expected pattern of all payments of interest and principal on a security over time, including how these payments are affected by changes in interest rates. The Fund may invest in individual securities of any maturity or duration. Normally, the Fund seeks to maintain a dollar-weighted average maturity of between three and ten years. The Fund may invest in money market securities and their equivalents, typically for cash management purposes.
The Funds investment team focuses on credit risk analysis, tax-exempt income yield, total return potential, interest rate risk, and call protection in managing its portfolio. The Fund generally will sell a security when the Fund believes the
PROSPECTUS INTERMEDIATE TAX FREE FUND
17
security is less likely to benefit from the current market and economic environment, shows signs of deteriorating fundamentals, or has reached its valuation target, among other reasons. The Fund seeks to remain fully invested in accordance with its investment objective. The Fund may, however, deviate entirely from the investment strategy described above for temporary defensive purposes. The Fund may miss certain investment opportunities if defensive strategies are used and thus may not achieve its investment objective.
PRINCIPAL RISKS
As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund.
The following is a summary of certain risks that could adversely affect the Funds performance or increase volatility:
|
Portfolio Management Risk If the strategies used and securities selected by the Funds portfolio management team fail to produce the intended result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, even in a rising market. |
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Market Risk The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions, governmental actions or intervention, political developments, and other factors. Although prices of debt securities tend to rise and fall less dramatically than those of equity securities, they may experience heightened volatility. |
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Fixed Income Securities Risk The Fund is subject to the general risks and considerations associated with investing in debt securities, including the risk that issuers will fail to make timely payments of principal or interest or default altogether. Typically, shorter-term bonds are less volatile than longer-term bonds; however, longer-term bonds typically offer higher yields and more stable interest income than shorter-term bond investments. Lower rated municipal bonds in which the Fund may invest may be more volatile and may decline more in price in response to negative issuer developments or general economic news than higher rated securities. In addition, as interest rates rise, the Funds investments typically will lose value. |
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|
Municipal Securities Risk Municipal securities are subject to the same risks affecting fixed income securities in general. In addition, the price of municipal securities may be adversely affected by legislative or political changes, tax rulings, judicial action, changes in market and economic conditions, and the fiscal condition of the municipal issuer, including an |
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PROSPECTUS INTERMEDIATE TAX FREE FUND
18
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insolvent municipality filing for bankruptcy. The Fund may be more sensitive to these events and conditions if it invests a substantial portion of its assets in the municipal securities of similar projects (such as those relating to education, health care, housing, transportation, and utilities) or in particular types of municipal securities (such as general obligation bonds, private activity bonds, and special tax bonds) or in the securities of issuers located within a single state, municipality, or geographic area. The market for municipal securities generally is less liquid than other securities markets, which may make it more difficult for the Fund to sell its municipal securities. Nongovernmental users of facilities financed by tax-exempt revenue bonds (e.g., companies in the electric utility and health care industries) may have difficulty making payments on their obligations in the event of an economic downturn. This would negatively affect the valuation of municipal securities issued by such facilities. |
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Below Investment Grade Municipal Bond Risk Below investment grade municipal bonds typically pay a higher yield than investment grade municipal bonds, but may have greater price fluctuations and have a higher risk of default than investment grade municipal bonds. The market for below investment grade municipal bonds may be less liquid due to such factors as specific municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally, and less secondary market liquidity. This may make such bonds more difficult to sell at an acceptable price, especially during periods of financial distress, increased market volatility, or significant market decline. |
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Call Risk A substantial portion of municipal bonds are callable, meaning they give the issuer the right to call or redeem the bonds before maturity. As interest rates decline, these bond issuers may pay off their loans early by buying back the bonds, thus depriving the Fund of above market interest rates. Moreover, the Fund may not recoup the full amount of its initial investment and may have to reinvest the prepayment proceeds in lower yielding securities, securities with greater credit risks, or other less attractive securities. |
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Credit Risk Municipal bonds are subject to the risk that the issuer or guarantor of a security may not make interest and principal payments as they become due or may default altogether. In addition, if the market perceives a deterioration in the creditworthiness of an issuer, the value and liquidity of bonds issued by that issuer may decline. Credit risk varies based upon the economic and fiscal conditions of each issuer and the municipalities, agencies, instrumentalities, and other issuers within the state, territory, or possession. As noted above, to the extent that the Fund holds below investment grade securities, these risks may be heightened. Insured municipal bonds have the credit risk of the insurer in addition to the credit risk of the underlying |
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PROSPECTUS INTERMEDIATE TAX FREE FUND
19
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investment being insured. A decline in the credit quality of private activity bonds usually is directly related to a decline in the credit standing of the private user of the facility. |
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Derivatives Risk Loss may result from the Funds investments in futures contracts, inverse floaters, and other derivative instruments. These instruments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate and substantial losses to the Fund. They also may increase the Funds interest rate risk and may cause the Fund to realize a limited amount of taxable income. Losses also may arise from the failure of a derivative counterparty to meet its contractual obligations. Central clearing of derivatives is intended to decrease counterparty risk but does not make these transactions risk-free. In addition, the Fund will be required to cover its derivatives transactions in accordance with Securities and Exchange Commission guidance. This may include segregating permissible liquid assets to cover its obligations under these transactions and the Fund may have to liquidate positions before it is desirable to do so to fulfill its requirements to segregate. Whether the Funds use of derivatives is successful will depend on, among other things, the Funds ability to correctly forecast market movements and other factors. If the Fund incorrectly forecasts these and other factors, the Funds performance could suffer. |
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The Funds use of inverse floaters may reduce the Funds returns and/or increase the Funds volatility. Inverse floaters typically are more volatile than fixed rate municipal bonds. Distributions on inverse floaters are inversely related to short-term municipal bond interest rates. Therefore, distributions paid to the Fund on its inverse floaters will fall when short-term municipal interest rates rise and will rise when short-term municipal interest rates fall. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment. Holders of inverse floaters bear the risk of the fluctuation in value of the issuing trusts underlying municipal bonds because holders of the floaters have the right to tender their notes back to the trust for payment at par plus accrued interest. This creates effective leverage because the Funds net cash investment is significantly less than the value of the underlying bonds. The leverage ratio increases as the value of the inverse floaters becomes a greater proportion of the value of the municipal bonds deposited into the trust. |
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Extension Risk Rising interest rates may cause an issuer to pay off or retire a debt security later than expected, extending the duration of a bond, making them more sensitive to changes in interest rates. This typically will reduce the bonds value, and cause the Fund to be unable to reinvest in higher yielding securities unless it is willing to incur a loss by selling its current holding. |
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PROSPECTUS INTERMEDIATE TAX FREE FUND
20
|
Governmental Risk Government actions, including U.S. federal government actions and actions by local, state, and regional governments, could have an adverse effect on municipal bond prices. In addition, the Funds performance may be affected by local, state, and regional factors depending on the states in which the Funds investments are issued. |
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Interest Rate Risk As interest rates rise, prices of bonds (including tax-exempt bonds) generally fall, typically causing the Funds investments to lose value. Additionally, rising interest rates or lack of market participants may lead to decreased liquidity in the fixed income markets. Interest rate changes typically have a greater effect on the price of longer-term bonds, including inverse floaters, than on the price of shorter-term bonds. A wide variety of market factors can cause interest rates to rise, including central bank monetary policy, rising inflation, and changes in general economic conditions. The Fund will be exposed to heightened interest rate risk as interest rates rise from historically low levels. |
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Liquidity/Redemption Risk It may be difficult for the Fund to sell certain securities, including below investment grade municipal bonds, in a timely manner and at their stated value, which could result in losses to the Fund. In addition, the Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid. The Fund may be unable to sell illiquid securities at its desired time or price. As noted, the market for below investment grade municipal bonds generally is less liquid than the market for higher rated bonds, subjecting them to greater price fluctuations. The purchase price and subsequent valuation of illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. Illiquidity can be caused by a variety of factors, including economic conditions, market events, events relating to the issuer, a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities resale. Liquidity risk may be magnified in a rising interest rate environment or other circumstances where investor redemptions from fixed income mutual funds may be higher than normal, causing increased supply in the market due to selling activity. |
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State and Territory Risks Although the Fund does not have a specific geographic focus, from time to time, to the extent the Fund invests in securities of issuers in a particular state, territory (such as Puerto Rico), municipality, or region, the Fund may be more exposed to risks affecting that particular state, territory, municipality, or region. As a result, adverse |
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PROSPECTUS INTERMEDIATE TAX FREE FUND
21
|
economic, political, and regulatory conditions affecting that state, territory, or region (and their political subdivisions, agencies, instrumentalities, and public authorities) are likely to affect the Funds performance. |
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|
Taxability Risk Although the Fund attempts to purchase only bona fide tax-exempt securities (except for its ability to invest up to 20% of its net assets in municipal bonds that pay interest subject to AMT and fixed income securities that pay interest that is subject to regular federal income tax), there is a risk that a bond issued as tax-exempt may be reclassified by the Internal Revenue Service (IRS) as taxable (for example, if the bond was issued in a transaction deemed by the IRS to be abusive), creating taxable rather than tax-exempt income. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on certain types of municipal bonds. Additionally, certain other proposals have been introduced that would have the effect of taxing a portion of exempt interest and/or reducing the tax benefits of receiving exempt interest. These legal uncertainties could affect the municipal bond market generally, certain specific segments of the market, or the relative credit quality of particular securities. Additionally, the Funds use of derivatives may increase the amount of distributions taxable to you as ordinary income, increase or decrease the amount of capital gain distributions to you and/or decrease the amount available for distribution to you as exempt-interest dividends. |
An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. For more information on the principal risks of the Fund, please see the More Information About the Funds Principal Risks section in the prospectus.
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Funds returns. Each assumes reinvestment of dividends and distributions. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance is shown for Class T shares because this class has not completed a full calendar year of operations as of the date of this prospectus.
The bar chart shows changes in the performance of the Funds Class A shares from calendar year to calendar year. This chart does not reflect the sales charge applicable to Class A shares. If the sales charge were reflected, returns would be lower. Performance for the Funds other share classes will vary due to the different expenses each class bears. Updated performance information is available at www.lordabbett.com or by calling 888-522-2388.
PROSPECTUS INTERMEDIATE TAX FREE FUND
22
Bar Chart (per calendar year) Class A Shares
|
|
|
Best Quarter 3rd Q 09 +6.55% |
Worst Quarter 4th Q 16 -4.43% |
The table below shows how the Funds average annual total returns compare to the returns of a securities market index with investment characteristics similar to those of the Fund. The Funds average annual total returns include applicable sales charges.
The after-tax returns of Class A shares included in the table below are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to a tax benefit resulting from realized losses on a sale of Fund shares at the end of the period that is used to offset other gains. Actual after-tax returns depend on an investors tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts (IRAs). After-tax returns for other share classes are not shown in the table and will vary from those shown for Class A shares.
PROSPECTUS INTERMEDIATE TAX FREE FUND
23
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Average Annual Total Returns
|
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|
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Class |
1 Year |
5 Years |
10 Years |
Life of Class |
Inception
|
|||||||
|
||||||||||||
Class A Shares |
|
|
||||||||||
|
||||||||||||
Before Taxes |
-2.87% |
2.27% |
3.92% |
|
|
|||||||
|
||||||||||||
After Taxes on Distributions |
-2.88% |
2.23% |
3.90% |
|
|
|||||||
|
||||||||||||
After Taxes on Distributions and Sales of Fund Shares |
-0.54% |
2.39% |
3.80% |
|
|
|||||||
|
||||||||||||
Class B Shares |
-6.28% |
1.56% |
3.52% |
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|||||||
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Class C Shares |
-2.24% |
2.09% |
3.46% |
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|
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Class F Shares |
-0.54% |
2.85% |
|
4.36% |
9/28/2007 |
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|
||||||||||||
Class I Shares |
-0.45% |
2.94% |
|
4.27% |
1/31/2011 |
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|
||||||||||||
Class P Shares |
-0.88% |
2.50% |
3.94% |
|
|
|||||||
|
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Index |
|
|
||||||||||
|
||||||||||||
Bloomberg Barclays 1-15 Year Municipal Bond Index
|
0.01% |
2.54% |
4.00% |
4.03%
|
9/28/2007
|
MANAGEMENT
Investment Adviser. The Funds investment adviser is Lord, Abbett & Co. LLC.
Portfolio Managers.
|
|
|
Portfolio Manager/Title |
Member of
|
|
|
||
Daniel S. Solender, Partner and Director |
2006 |
|
|
||
Daniel T. Vande Velde, Partner and Portfolio Manager |
2007 |
PURCHASE AND SALE OF FUND SHARES
The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. Class B shares no longer are available for purchase by new or existing investors and only will be issued in connection with (i) an exchange of Class B shares from another Lord Abbett Fund or (ii) a reinvestment of a dividend and/or capital gain distribution. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. Class P shares are closed to substantially all new investors. There
PROSPECTUS INTERMEDIATE TAX FREE FUND
24
is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See Choosing a Share Class Investment Minimums in the prospectus for more information.
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Investment Minimums Initial/Additional Investments |
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Class |
A, C, and T |
F and P |
I |
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|
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General and IRAs without Invest-A-Matic Investments |
$1,000/No minimum |
N/A |
$1 million minimum |
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Invest-A-Matic Accounts |
$250/$50 |
N/A |
N/A |
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IRAs, SIMPLE and SEP Accounts with Payroll Deductions |
No minimum |
N/A |
N/A |
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Fee-Based Advisory Programs and Retirement and Benefit Plans |
No minimum |
No minimum |
No minimum |
You may sell (redeem) shares through your securities broker, financial professional or financial intermediary. If you have direct account access privileges, you may redeem your shares by contacting the Fund in writing at P.O. Box 219336, Kansas City, MO 64121, by calling 888-522-2388 or by accessing your account online at www.lordabbett.com.
TAX INFORMATION
The Funds distributions of interest on municipal bonds generally are not subject to federal income tax; however, the Fund may distribute taxable dividends, including distributions of short-term and long-term capital gains. In addition, interest on certain bonds may be subject to the federal alternative minimum tax. To the extent that the Funds distributions are derived from interest on bonds that are not exempt from applicable state and local taxes, such distributions will be subject to such state and local taxes.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Funds distributor or its affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your individual financial professional to recommend the Fund over another investment. Ask your individual financial professional or visit your financial intermediarys website for more information.
PROSPECTUS INTERMEDIATE TAX FREE FUND
25
|
INVESTMENT OBJECTIVE
The investment objective of the Fund is to seek the maximum amount of interest income exempt from federal income tax as is consistent with reasonable risk.
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and certain members of your family invest, or agree to invest in the future, at least $100,000 in the Lord Abbett Family of Funds. More information about these and other discounts is available from your financial professional and in Sales Charge Reductions and Waivers on page 142 of the prospectus and Purchases, Redemptions, Pricing, and Payments to Dealers on page 8-1 of the statement of additional information (SAI).
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Shareholder Fees (Fees paid directly from your investment) |
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Class |
A |
C |
F and I |
T |
||||
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Maximum Sales Charge (Load) Imposed on Purchases
|
2.25% |
None |
None |
2.50% |
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Maximum Deferred Sales Charge (Load)
|
None (1) |
1.00% (2) |
None |
None |
PROSPECTUS AMT FREE MUNICIPAL BOND FUND
26
|
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Annual Fund Operating Expenses
|
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Class |
A |
C |
F |
I |
T |
|||||||
|
||||||||||||
Management Fees |
0.50% |
0.50% |
0.50% |
0.50% |
0.50% |
|||||||
|
||||||||||||
Distribution and Service (12b-1) Fees |
0.20% |
0.83% (3) |
0.10% |
None |
0.25% |
|||||||
|
||||||||||||
Other Expenses |
0.17% |
0.17% |
0.17% |
0.17% |
0.17% (4) |
|||||||
|
||||||||||||
Total Annual Fund Operating Expenses |
0.87% |
1.50% |
0.77% |
0.67% |
0.92% (4) |
|||||||
|
||||||||||||
Fee Waiver and/or Expense Reimbursement (5) |
(0.27)% |
(0.27)% |
(0.27)% |
(0.27)% |
(0.27)% (4) |
|||||||
|
||||||||||||
Total Annual Fund Operating Expenses After Fee Waiver
|
0.60% |
1.23% |
0.50% |
0.40% |
0.65% (4) |
(1) |
A contingent deferred sales charge (CDSC) of 1.00% may be assessed on certain Class A shares purchased or acquired without a sales charge if they are redeemed before the first day of the month of the one-year anniversary of the purchase. |
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(2) |
A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase. |
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(3) |
The 12b-1 fee the Fund will pay on Class C shares will be a blended rate calculated based on (i) 1.00% of the Funds average daily net assets attributable to shares held for less than one year and (ii) 0.80% of the Funds average daily net assets attributable to shares held for one year or more. All Class C shareholders of the Fund will bear 12b-1 fees at the same rate. |
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(4) |
Based on estimated amounts for the current fiscal year. |
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(5) |
For the period from February 1, 2017 through January 31, 2019, Lord, Abbett & Co. LLC has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired funds fees and expenses, and interest related expenses, to an annual rate of 0.40% for each class. This agreement may be terminated only by the Funds Board of Directors. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same, giving effect to the fee waiver and expense reimbursement arrangement described above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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Class |
If Shares Are Redeemed |
If Shares Are Not Redeemed |
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1 Year |
3 Years |
5 Years |
10 Years |
1 Year |
3 Years |
5 Years |
10 Years |
||||||||||||||||||||||||||||||||||||||||||||||||
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Class A Shares |
|
$ |
|
285 |
|
$ |
|
442 |
|
$ |
|
643 |
|
$ |
|
1,223 |
|
$ |
|
285 |
|
$ |
|
442 |
|
$ |
|
643 |
|
$ |
|
1,223 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class C Shares |
|
$ |
|
225 |
|
$ |
|
420 |
|
$ |
|
766 |
|
$ |
|
1,743 |
|
$ |
|
125 |
|
$ |
|
420 |
|
$ |
|
766 |
|
$ |
|
1,743 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class F Shares |
|
$ |
|
51 |
|
$ |
|
190 |
|
$ |
|
373 |
|
$ |
|
902 |
|
$ |
|
51 |
|
$ |
|
190 |
|
$ |
|
373 |
|
$ |
|
902 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class I Shares |
|
$ |
|
41 |
|
$ |
|
159 |
|
$ |
|
318 |
|
$ |
|
782 |
|
$ |
|
41 |
|
$ |
|
159 |
|
$ |
|
318 |
|
$ |
|
782 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class T Shares |
|
$ |
|
315 |
|
$ |
|
482 |
|
$ |
|
694 |
|
$ |
|
1,303 |
|
$ |
|
315 |
|
$ |
|
482 |
|
$ |
|
694 |
|
$ |
|
1,303 |
PROSPECTUS AMT FREE MUNICIPAL BOND FUND
27
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 8.51% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
In pursuing its investment objective, the Fund uses the volatility of the Barclays Municipal Bond Index as an approximation of reasonable risk. To pursue its investment objective, under normal conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds that pay interest exempt from federal income tax.
Under normal conditions, the Fund invests primarily in investment grade municipal bonds, which are bonds that are rated BBB/Baa or higher (at the time of purchase) by an independent rating agency or are unrated but deemed by Lord Abbett to be of comparable quality. The Fund may invest up to 35% of its net assets in municipal bonds rated BB/Ba or lower (at the time of purchase) by an independent rating agency or that are unrated but deemed by Lord Abbett to be of comparable quality (commonly referred to as below investment grade, high yield, or junk bonds).
The Fund may invest in all types of municipal bonds, including general obligation bonds, revenue bonds, municipal leases, and variable rate demand notes. Municipal bonds are debt securities issued by or on behalf of U.S. states, territories (such as Puerto Rico), and possessions and their political subdivisions, agencies, and instrumentalities that provide income that generally is exempt from federal, state, and/or local personal income tax. The Fund may invest in both insured and uninsured municipal bonds.
As a non-fundamental policy, the Fund will not invest in municipal bonds that pay interest that is subject to the federal alternative minimum tax (AMT). Although the Fund is permitted to invest up to 20% of its net assets in fixed income securities that pay interest that is subject to federal, state, and local income tax, the Fund presently has no intention of investing in this manner. The Fund will not invest more than 25% of its total assets in any industry; however, this limitation does not apply to tax-exempt securities issued by governments or their agencies or instrumentalities. Certain types of municipal securities (including general obligation, general appropriation, municipal leases, special assessment, and special tax bonds) are not considered a part of any industry for purposes of this industry concentration policy. Therefore, the Fund may
PROSPECTUS AMT FREE MUNICIPAL BOND FUND
28
invest more than 25% of its total assets in these types of municipal securities. The Fund may invest without limitation in securities of issuers located in a single state, territory, municipality, or region.
The Fund may invest up to 15% of its net assets (measured at the time of investment) in illiquid securities.
The Fund may invest up to 20% of its assets in inverse floaters (also known as residual interest bonds), which are a type of derivative investment that provides leveraged exposure to underlying municipal bonds whose interest payments vary inversely with changes in short-term tax-exempt interest rates. These investments are intended to increase the Funds income and potential investment return. The Fund also may invest in other types of derivatives, such as futures, for non-hedging, hedging, or duration management purposes.
The maturity of a security measures the time until final payment is due, whereas duration takes into account the expected pattern of all payments of interest and principal on a security over time, including how these payments are affected by changes in interest rates. The Fund may invest in individual securities of any maturity or duration. Normally, the Fund seeks to maintain a dollar-weighted average maturity of between ten and twenty-five years. The Fund may invest in money market securities and their equivalents, typically for cash management purposes.
The Funds investment team focuses on credit risk analysis, tax-exempt income yield, total return potential, interest rate risk, and call protection in managing its portfolio. The Fund generally will sell a security when the Fund believes the security is less likely to benefit from the current market and economic environment, shows signs of deteriorating fundamentals, or has reached its valuation target, among other reasons. The Fund seeks to remain fully invested in accordance with its investment objective. The Fund may, however, deviate entirely from the investment strategy described above for temporary defensive purposes. The Fund may miss certain investment opportunities if defensive strategies are used and thus may not achieve its investment objective.
PRINCIPAL RISKS
As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund.
The following is a summary of certain risks that could adversely affect the Funds performance or increase volatility:
PROSPECTUS AMT FREE MUNICIPAL BOND FUND
29
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Portfolio Management Risk If the strategies used and securities selected by the Funds portfolio management team fail to produce the intended result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, even in a rising market. |
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Market Risk The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions, governmental actions or intervention, political developments, and other factors. Although prices of debt securities tend to rise and fall less dramatically than those of equity securities, they may experience heightened volatility. |
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Fixed Income Securities Risk The Fund is subject to the general risks and considerations associated with investing in debt securities, including the risk that issuers will fail to make timely payments of principal or interest or default altogether. Typically, shorter-term bonds are less volatile than longer-term bonds; however, longer-term bonds typically offer higher yields and more stable interest income than shorter-term bond investments. Lower rated municipal bonds in which the Fund may invest may be more volatile and may decline more in price in response to negative issuer developments or general economic news than higher rated securities. In addition, as interest rates rise, the Funds investments typically will lose value. |
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Municipal Securities Risk Municipal securities are subject to the same risks affecting fixed income securities in general. In addition, the price of municipal securities may be adversely affected by legislative or political changes, tax rulings, judicial action, changes in market and economic conditions, and the fiscal condition of the municipal issuer, including an insolvent municipality filing for bankruptcy. The Fund may be more sensitive to these events and conditions if it invests a substantial portion of its assets in the municipal securities of similar projects (such as those relating to education, health care, housing, transportation, and utilities) or in particular types of municipal securities (such as general obligation bonds, private activity bonds, and special tax bonds) or in the securities of issuers located within a single state, municipality, or geographic area. The market for municipal securities generally is less liquid than other securities markets, which may make it more difficult for the Fund to sell its municipal securities. Nongovernmental users of facilities financed by tax-exempt revenue bonds (e.g., companies in the electric utility and health care industries) may have difficulty making payments on their obligations in the event of an economic downturn. This would negatively affect the valuation of municipal securities issued by such facilities. |
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Below Investment Grade Municipal Bond Risk Below investment grade municipal bonds typically pay a higher yield than investment grade municipal bonds, but may have greater price fluctuations and have a higher risk of |
PROSPECTUS AMT FREE MUNICIPAL BOND FUND
30
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default than investment grade municipal bonds. The market for below investment grade municipal bonds may be less liquid due to such factors as specific municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally, and less secondary market liquidity. This may make such bonds more difficult to sell at an acceptable price, especially during periods of financial distress, increased market volatility, or significant market decline. |
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Call Risk A substantial portion of municipal bonds are callable, meaning they give the issuer the right to call or redeem the bonds before maturity. As interest rates decline, these bond issuers may pay off their loans early by buying back the bonds, thus depriving the Fund of above market interest rates. Moreover, the Fund may not recoup the full amount of its initial investment and may have to reinvest the prepayment proceeds in lower yielding securities, securities with greater credit risks, or other less attractive securities. |
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Credit Risk Municipal bonds are subject to the risk that the issuer or guarantor of a security may not make interest and principal payments as they become due or may default altogether. In addition, if the market perceives a deterioration in the creditworthiness of an issuer, the value and liquidity of bonds issued by that issuer may decline. Credit risk varies based upon the economic and fiscal conditions of each issuer and the municipalities, agencies, instrumentalities, and other issuers within the state, territory, or possession. As noted above, to the extent that the Fund holds below investment grade securities, these risks may be heightened. Insured municipal bonds have the credit risk of the insurer in addition to the credit risk of the underlying investment being insured. A decline in the credit quality of private activity bonds usually is directly related to a decline in the credit standing of the private user of the facility. |
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Derivatives Risk Loss may result from the Funds investments in futures contracts, inverse floaters, and other derivative instruments. These instruments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate and substantial losses to the Fund. They also may increase the Funds interest rate risk and may cause the Fund to realize a limited amount of taxable income. Losses also may arise from the failure of a derivative counterparty to meet its contractual obligations. Central clearing of derivatives is intended to decrease counterparty risk but does not make these transactions risk-free. In addition, the Fund will be required to cover its derivatives transactions in accordance with Securities and Exchange Commission guidance. This may include segregating permissible liquid assets to cover its obligations under these transactions and the Fund may have to liquidate positions before it is desirable to do so to fulfill its requirements to segregate. Whether the Funds use of derivatives is |
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PROSPECTUS AMT FREE MUNICIPAL BOND FUND
31
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successful will depend on, among other things, the Funds ability to correctly forecast market movements and other factors. If the Fund incorrectly forecasts these and other factors, the Funds performance could suffer. |
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The Funds use of inverse floaters may reduce the Funds returns and/or increase the Funds volatility. Inverse floaters typically are more volatile than fixed rate municipal bonds. Distributions on inverse floaters are inversely related to short-term municipal bond interest rates. Therefore, distributions paid to the Fund on its inverse floaters will fall when short-term municipal interest rates rise and will rise when short-term municipal interest rates fall. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment. Holders of inverse floaters bear the risk of the fluctuation in value of the issuing trusts underlying municipal bonds because holders of the floaters have the right to tender their notes back to the trust for payment at par plus accrued interest. This creates effective leverage because the Funds net cash investment is significantly less than the value of the underlying bonds. The leverage ratio increases as the value of the inverse floaters becomes a greater proportion of the value of the municipal bonds deposited into the trust. |
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Extension Risk Rising interest rates may cause an issuer to pay off or retire a debt security later than expected, extending the duration of a bond, making them more sensitive to changes in interest rates. This typically will reduce the bonds value, and cause the Fund to be unable to reinvest in higher yielding securities unless it is willing to incur a loss by selling its current holding. |
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Governmental Risk Government actions, including U.S. federal government actions and actions by local, state, and regional governments, could have an adverse effect on municipal bond prices. In addition, the Funds performance may be affected by local, state, and regional factors depending on the states in which the Funds investments are issued. |
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Interest Rate Risk As interest rates rise, prices of bonds (including tax-exempt bonds) generally fall, typically causing the Funds investments to lose value. Additionally, rising interest rates or lack of market participants may lead to decreased liquidity in the fixed income markets. Interest rate changes typically have a greater effect on the price of longer-term bonds, including inverse floaters, than on the price of shorter-term bonds. A wide variety of market factors can cause interest rates to rise, including central bank monetary policy, rising inflation, and changes in general economic conditions. The Fund will be exposed to heightened interest rate risk as interest rates rise from historically low levels. |
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PROSPECTUS AMT FREE MUNICIPAL BOND FUND
32
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Liquidity/Redemption Risk It may be difficult for the Fund to sell certain securities, including below investment grade municipal bonds, in a timely manner and at their stated value, which could result in losses to the Fund. In addition, the Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid. The Fund may be unable to sell illiquid securities at its desired time or price. As noted, the market for below investment grade municipal bonds generally is less liquid than the market for higher rated bonds, subjecting them to greater price fluctuations. The purchase price and subsequent valuation of illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. Illiquidity can be caused by a variety of factors, including economic conditions, market events, events relating to the issuer, a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities resale. Liquidity risk may be magnified in a rising interest rate environment or other circumstances where investor redemptions from fixed income mutual funds may be higher than normal, causing increased supply in the market due to selling activity. |
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State and Territory Risks Although the Fund does not have a specific geographic focus, from time to time, to the extent the Fund invests in securities of issuers in a particular state, territory (such as Puerto Rico), municipality, or region, the Fund may be more exposed to risks affecting that particular state, territory, municipality, or region. As a result, adverse economic, political, and regulatory conditions affecting that state, territory, or region (and their political subdivisions, agencies, instrumentalities, and public authorities) are likely to affect the Funds performance. |
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Taxability Risk Although the Fund attempts to purchase only bona fide tax-exempt securities (except for its ability to invest up to 20% of its net assets in municipal bonds that pay interest subject to regular federal income tax or AMT), there is a risk that a bond issued as tax-exempt may be reclassified by the Internal Revenue Service (IRS) as taxable (for example, if the bond was issued in a transaction deemed by the IRS to be abusive), creating taxable rather than tax-exempt income. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on certain types of municipal bonds. Additionally, certain other proposals have been introduced that would have the effect of taxing a portion of exempt interest and/or reducing the tax benefits of receiving exempt interest. These legal uncertainties could affect the municipal bond market generally, certain specific segments of the market, or the relative credit quality of particular |
PROSPECTUS AMT FREE MUNICIPAL BOND FUND
33
|
securities. Additionally, the Funds use of derivatives may increase the amount of distributions taxable to you as ordinary income, increase or decrease the amount of capital gain distributions to you and/or decrease the amount available for distribution to you as exempt-interest dividends. |
An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. For more information on the principal risks of the Fund, please see the More Information About the Funds Principal Risks section in the prospectus.
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Funds returns. Each assumes reinvestment of dividends and distributions. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance is shown for Class T shares because this class has not completed a full calendar year of operations as of the date of this prospectus.
The bar chart shows changes in the performance of the Funds Class A shares from calendar year to calendar year. This chart does not reflect the sales charge applicable to Class A shares. If the sales charge were reflected, returns would be lower. Performance for the Funds other share classes will vary due to the different expenses each class bears. Updated performance information is available at www.lordabbett.com or by calling 888-522-2388.
Bar Chart (per calendar year) Class A Shares
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Best Quarter 2nd Q 11 +5.67% |
Worst Quarter 4th Q 16 -5.08% |
PROSPECTUS AMT FREE MUNICIPAL BOND FUND
34
The table below shows how the Funds average annual total returns compare to the returns of a securities market index with investment characteristics similar to those of the Fund. The Funds average annual total returns include applicable sales charges.
The after-tax returns of Class A shares included in the table below are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to a tax benefit resulting from realized losses on a sale of Fund shares at the end of the period that is used to offset other gains. Actual after-tax returns depend on an investors tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts (IRAs). After-tax returns for other share classes are not shown in the table and will vary from those shown for Class A shares.
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Average Annual Total Returns
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Class |
1 Year |
5 Years |
Life of Class |
Inception
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Class A Shares |
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10/29/2010 |
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Before Taxes |
-1.95% |
3.56% |
4.03% |
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After Taxes on Distributions |
-1.95% |
3.55% |
4.03% |
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After Taxes on Distributions and Sale of Fund Shares |
0.25% |
3.58% |
3.99% |
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Class C Shares |
-1.29% |
3.31% |
3.68% |
10/29/2010 |
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Class F Shares |
0.41% |
4.13% |
4.52% |
10/29/2010 |
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Class I Shares |
0.52% |
4.25% |
4.65% |
10/29/2010 |
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Index |
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Bloomberg Barclays Municipal Bond Index
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0.25% |
3.28% |
3.68% |
10/29/2010 |
MANAGEMENT
Investment Adviser. The Funds investment adviser is Lord, Abbett & Co. LLC.
Portfolio Manager.
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Portfolio Manager/Title |
Member of
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Daniel S. Solender, Partner and Director |
2010 |
PROSPECTUS AMT FREE MUNICIPAL BOND FUND
35
PURCHASE AND SALE OF FUND SHARES
The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See Choosing a Share Class Investment Minimums in the prospectus for more information.
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Investment Minimums Initial/Additional Investments |
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Class |
A, C, and T |
F |
I |
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General and IRAs without Invest-A-Matic Investments |
$1,000/No minimum |
N/A |
$1 million minimum |
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Invest-A-Matic Accounts |
$250/$50 |
N/A |
N/A |
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IRAs, SIMPLE and SEP Accounts with Payroll Deductions |
No minimum |
N/A |
N/A |
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Fee-Based Advisory Programs and Retirement and Benefit Plans |
No minimum |
No minimum |
No minimum |
You may sell (redeem) shares through your securities broker, financial professional or financial intermediary. If you have direct account access privileges, you may redeem your shares by contacting the Fund in writing at P.O. Box 219336, Kansas City, MO 64121, by calling 888-522-2388 or by accessing your account online at www.lordabbett.com.
TAX INFORMATION
The Funds distributions of interest on municipal bonds generally are not subject to regular federal income tax or the federal individual AMT; however, the Fund may distribute taxable dividends, including distributions of short-term and long-term capital gains. To the extent that the Funds distributions are derived from interest on bonds that are not exempt from applicable state and local taxes, such distributions will be subject to such state and local taxes.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Funds distributor or its affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your individual financial professional to recommend the Fund over another investment. Ask your individual financial professional or visit your financial intermediarys website for more information.
PROSPECTUS AMT FREE MUNICIPAL BOND FUND
36
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INVESTMENT OBJECTIVE
The investment objective of the Fund is to seek the maximum amount of interest income exempt from federal income tax as is consistent with reasonable risk.
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and certain members of your family invest, or agree to invest in the future, at least $100,000 in the Lord Abbett Family of Funds. More information about these and other discounts is available from your financial professional and in Sales Charge Reductions and Waivers on page 142 of the prospectus and Purchases, Redemptions, Pricing, and Payments to Dealers on page 8-1 of the statement of additional information (SAI).
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Shareholder Fees (Fees paid directly from your investment) |
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Class |
A |
B |
C |
F, I, and P |
T |
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Maximum Sales Charge (Load) Imposed on
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2.25% |
None |
None |
None |
2.50% |
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Maximum Deferred Sales Charge (Load)
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None (1) |
5.00% |
1.00% (2) |
None |
None |
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Annual Fund Operating Expenses
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Class |
A |
B |
C |
F |
I |
P |
T |
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Management Fees |
0.42% |
0.42% |
0.42% |
0.42% |
0.42% |
0.42% |
0.42% |
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Distribution and Service (12b-1) Fees |
0.20% |
1.00% |
0.82% (3) |
0.10% |
None |
0.45% |
0.25% |
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Total Other Expenses |
0.15% |
0.15% |
0.15% |
0.15% |
0.15% |
0.15% |
0.15% (4) |
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Interest and Related Expenses from Inverse Floaters |
0.03% |
0.03% |
0.03% |
0.03% |
0.03% |
0.03% |
0.03% (4) |
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Other Expenses |
0.12% |
0.12% |
0.12% |
0.12% |
0.12% |
0.12% |
0.12% (4) |
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Total Annual Fund Operating Expenses |
0.77% |
1.57% |
1.39% |
0.67% |
0.57% |
1.02% |
0.82% (4) |
(1) |
A contingent deferred sales charge (CDSC) of 1.00% may be assessed on certain Class A shares purchased or acquired without a sales charge if they are redeemed before the first day of the month of the one-year anniversary of the purchase. |
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(2) |
A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase. |
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(3) |
The 12b-1 fee the Fund will pay on Class C shares will be a blended rate calculated based on (i) 1.00% of the Funds average daily net assets attributable to shares held for less than one year and (ii) 0.80% of the Funds average daily net assets attributable to shares held for one year or more. All Class C shareholders of the Fund will bear 12b-1 fees at the same rate. |
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(4) |
Based on estimated amounts for the current fiscal year. |
PROSPECTUS NATIONAL TAX FREE FUND
37
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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Class |
If Shares Are Redeemed |
If Shares Are Not Redeemed |
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1 Year |
3 Years |
5 Years |
10 Years |
1 Year |
3 Years |
5 Years |
10 Years |
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Class A Shares |
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$ |
|
302 |
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$ |
|
465 |
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$ |
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643 |
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$ |
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1,158 |
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$ |
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302 |
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$ |
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465 |
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$ |
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643 |
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$ |
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1,158 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class B Shares |
|
$ |
|
660 |
|
$ |
|
796 |
|
$ |
|
1,055 |
|
$ |
|
1,652 |
|
$ |
|
160 |
|
$ |
|
496 |
|
$ |
|
855 |
|
$ |
|
1,652 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class C Shares |
|
$ |
|
242 |
|
$ |
|
440 |
|
$ |
|
761 |
|
$ |
|
1,669 |
|
$ |
|
142 |
|
$ |
|
440 |
|
$ |
|
761 |
|
$ |
|
1,669 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class F Shares |
|
$ |
|
68 |
|
$ |
|
214 |
|
$ |
|
373 |
|
$ |
|
835 |
|
$ |
|
68 |
|
$ |
|
214 |
|
$ |
|
373 |
|
$ |
|
835 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class I Shares |
|
$ |
|
58 |
|
$ |
|
183 |
|
$ |
|
318 |
|
$ |
|
714 |
|
$ |
|
58 |
|
$ |
|
183 |
|
$ |
|
318 |
|
$ |
|
714 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class P Shares |
|
$ |
|
104 |
|
$ |
|
325 |
|
$ |
|
563 |
|
$ |
|
1,248 |
|
$ |
|
104 |
|
$ |
|
325 |
|
$ |
|
563 |
|
$ |
|
1,248 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class T Shares |
|
$ |
|
332 |
|
$ |
|
505 |
|
$ |
|
694 |
|
$ |
|
1,238 |
|
$ |
|
332 |
|
$ |
|
505 |
|
$ |
|
694 |
|
$ |
|
1,238 |
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 15.77% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
In pursuing its investment objective, the Fund uses the volatility of the Barclays Municipal Bond Index as an approximation of reasonable risk. To pursue its investment objective, under normal conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds that pay interest exempt from federal income tax.
Under normal conditions, the Fund invests primarily in investment grade municipal bonds, which are bonds that are rated BBB/Baa or higher (at the time of purchase) by an independent rating agency or are unrated but deemed by Lord Abbett to be of comparable quality. The Fund may invest up to 35% of its net assets in municipal bonds rated BB/Ba or lower (at the time of purchase) by an independent rating agency or that are unrated but deemed by Lord Abbett to be of comparable quality (commonly referred to as below investment grade, high yield, or junk bonds).
PROSPECTUS NATIONAL TAX FREE FUND
38
The Fund may invest in all types of municipal bonds, including general obligation bonds, revenue bonds, municipal leases, and variable rate demand notes. Municipal bonds are debt securities issued by or on behalf of U.S. states, territories (such as Puerto Rico), and possessions and their political subdivisions, agencies, and instrumentalities that provide income that generally is exempt from federal, state, and/or local personal income tax. The Fund may invest in both insured and uninsured municipal bonds.
The Fund may invest up to 20% of its net assets in municipal bonds that pay interest that is subject to the federal alternative minimum tax (AMT), including certain private activity bonds (commonly referred to as AMT paper). Although the Fund is permitted to invest up to 20% of its net assets in fixed income securities that pay interest that is subject to federal, state, and local income tax, the Fund presently has no intention of investing in this manner. The Fund will not invest more than 25% of its total assets in any industry; however, this limitation does not apply to tax-exempt securities issued by governments or their agencies or instrumentalities. Certain types of municipal securities (including general obligation, general appropriation, municipal leases, special assessment, and special tax bonds) are not considered a part of any industry for purposes of this industry concentration policy. Therefore, the Fund may invest more than 25% of its total assets in these types of municipal securities. The Fund may invest without limitation in securities of issuers located in a single state, territory, municipality, or region.
The Fund may invest up to 15% of its net assets (measured at the time of investment) in illiquid securities.
The Fund may invest up to 20% of its assets in inverse floaters (also known as residual interest bonds), which are a type of derivative investment that provides leveraged exposure to underlying municipal bonds whose interest payments vary inversely with changes in short-term tax-exempt interest rates. These investments are intended to increase the Funds income and potential investment return. The Fund also may invest in other types of derivatives, such as futures, for non-hedging, hedging, or duration management purposes.
The maturity of a security measures the time until final payment is due, whereas duration takes into account the expected pattern of all payments of interest and principal on a security over time, including how these payments are affected by changes in interest rates. The Fund may invest in individual securities of any maturity or duration. Normally, the Fund seeks to maintain a dollar-weighted average maturity of between ten and twenty-five years. The Fund may invest in money market securities and their equivalents, typically for cash management purposes.
PROSPECTUS NATIONAL TAX FREE FUND
39
The Funds investment team focuses on credit risk analysis, tax-exempt income yield, total return potential, interest rate risk and call protection in managing its portfolio. The Fund generally will sell a security when the Fund believes the security is less likely to benefit from the current market and economic environment, shows signs of deteriorating fundamentals, or has reached its valuation target, among other reasons. The Fund seeks to remain fully invested in accordance with its investment objective. The Fund may, however, deviate entirely from the investment strategy described above for temporary defensive purposes. The Fund may miss certain investment opportunities if defensive strategies are used and thus may not achieve its investment objective.
PRINCIPAL RISKS
As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund.
The following is a summary of certain risks that could adversely affect the Funds performance or increase volatility:
|
Portfolio Management Risk If the strategies used and securities selected by the Funds portfolio management team fail to produce the intended result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, even in a rising market. |
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Market Risk The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions, governmental actions or intervention, political developments, and other factors. Although prices of debt securities tend to rise and fall less dramatically than those of equity securities, they may experience heightened volatility. |
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Fixed Income Securities Risk The Fund is subject to the general risks and considerations associated with investing in debt securities, including the risk that issuers will fail to make timely payments of principal or interest or default altogether. Typically, shorter-term bonds are less volatile than longer-term bonds; however, longer-term bonds typically offer higher yields and more stable interest income than shorter-term bond investments. Lower rated municipal bonds in which the Fund may invest may be more volatile and may decline more in price in response to negative issuer developments or general economic news than higher rated securities. In addition, as interest rates rise, the Funds investments typically will lose value. |
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PROSPECTUS NATIONAL TAX FREE FUND
40
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Municipal Securities Risk Municipal securities are subject to the same risks affecting fixed income securities in general. In addition, the price of municipal securities may be adversely affected by legislative or political changes, tax rulings, judicial action, changes in market and economic conditions, and the fiscal condition of the municipal issuer, including an insolvent municipality filing for bankruptcy. The Fund may be more sensitive to these events and conditions if it invests a substantial portion of its assets in the municipal securities of similar projects (such as those relating to education, health care, housing, transportation, and utilities) or in particular types of municipal securities (such as general obligation bonds, private activity bonds, and special tax bonds) or in the securities of issuers located within a single state, municipality, or geographic area. The market for municipal securities generally is less liquid than other securities markets, which may make it more difficult for the Fund to sell its municipal securities. Nongovernmental users of facilities financed by tax-exempt revenue bonds (e.g., companies in the electric utility and health care industries) may have difficulty making payments on their obligations in the event of an economic downturn. This would negatively affect the valuation of municipal securities issued by such facilities. |
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Below Investment Grade Municipal Bond Risk Below investment grade municipal bonds typically pay a higher yield than investment grade municipal bonds, but may have greater price fluctuations and have a higher risk of default than investment grade municipal bonds. The market for below investment grade municipal bonds may be less liquid due to such factors as specific municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally, and less secondary market liquidity. This may make such bonds more difficult to sell at an acceptable price, especially during periods of financial distress, increased market volatility, or significant market decline. |
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Call Risk A substantial portion of municipal bonds are callable, meaning they give the issuer the right to call or redeem the bonds before maturity. As interest rates decline, these bond issuers may pay off their loans early by buying back the bonds, thus depriving the Fund of above market interest rates. Moreover, the Fund may not recoup the full amount of its initial investment and may have to reinvest the prepayment proceeds in lower yielding securities, securities with greater credit risks, or other less attractive securities. |
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|
Credit Risk Municipal bonds are subject to the risk that the issuer or guarantor of a security may not make interest and principal payments as they become due or may default altogether. In addition, if the market perceives a deterioration in the creditworthiness of an issuer, the value and liquidity of bonds issued by that issuer may decline. Credit risk varies based upon the economic and fiscal conditions of each issuer and the municipalities, agencies, |
PROSPECTUS NATIONAL TAX FREE FUND
41
|
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|
instrumentalities, and other issuers within the state, territory, or possession. As noted above, to the extent that the Fund holds below investment grade securities, these risks may be heightened. Insured municipal bonds have the credit risk of the insurer in addition to the credit risk of the underlying investment being insured. A decline in the credit quality of private activity bonds usually is directly related to a decline in the credit standing of the private user of the facility. |
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Derivatives Risk Loss may result from the Funds investments in futures contracts, inverse floaters, and other derivative instruments. These instruments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate and substantial losses to the Fund. They also may increase the Funds interest rate risk and may cause the Fund to realize a limited amount of taxable income. Losses also may arise from the failure of a derivative counterparty to meet its contractual obligations. Central clearing of derivatives is intended to decrease counterparty risk but does not make these transactions risk-free. In addition, the Fund will be required to cover its derivatives transactions in accordance with Securities and Exchange Commission guidance. This may include segregating permissible liquid assets to cover its obligations under these transactions and the Fund may have to liquidate positions before it is desirable to do so to fulfill its requirements to segregate. Whether the Funds use of derivatives is successful will depend on, among other things, the Funds ability to correctly forecast market movements and other factors. If the Fund incorrectly forecasts these and other factors, the Funds performance could suffer. |
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The Funds use of inverse floaters may reduce the Funds returns and/or increase the Funds volatility. Inverse floaters typically are more volatile than fixed rate municipal bonds. Distributions on inverse floaters are inversely related to short-term municipal bond interest rates. Therefore, distributions paid to the Fund on its inverse floaters will fall when short-term municipal interest rates rise and will rise when short-term municipal interest rates fall. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment. Holders of inverse floaters bear the risk of the fluctuation in value of the issuing trusts underlying municipal bonds because holders of the floaters have the right to tender their notes back to the trust for payment at par plus accrued interest. This creates effective leverage because the Funds net cash investment is significantly less than the value of the underlying bonds. The leverage ratio increases as the value of the inverse floaters becomes a greater proportion of the value of the municipal bonds deposited into the trust. |
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Extension Risk Rising interest rates may cause an issuer to pay off or retire a debt security later than expected, extending the duration of a bond, making them more sensitive to changes in interest rates. This typically will |
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PROSPECTUS NATIONAL TAX FREE FUND
42
|
reduce the bonds value, and cause the Fund to be unable to reinvest in higher yielding securities unless it is willing to incur a loss by selling its current holding. |
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Governmental Risk Government actions, including U.S. federal government actions and actions by local, state, and regional governments, could have an adverse effect on municipal bond prices. In addition, the Funds performance may be affected by local, state, and regional factors depending on the states in which the Funds investments are issued. |
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Interest Rate Risk As interest rates rise, prices of bonds (including tax-exempt bonds) generally fall, typically causing the Funds investments to lose value. Additionally, rising interest rates or lack of market participants may lead to decreased liquidity in the fixed income markets. Interest rate changes typically have a greater effect on the price of longer-term bonds, including inverse floaters, than on the price of shorter-term bonds. A wide variety of market factors can cause interest rates to rise, including central bank monetary policy, rising inflation, and changes in general economic conditions. The Fund will be exposed to heightened interest rate risk as interest rates rise from historically low levels. |
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Liquidity/Redemption Risk It may be difficult for the Fund to sell certain securities, including below investment grade municipal bonds, in a timely manner and at their stated value, which could result in losses to the Fund. In addition, the Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid. The Fund may be unable to sell illiquid securities at its desired time or price. As noted, the market for below investment grade municipal bonds generally is less liquid than the market for higher rated bonds, subjecting them to greater price fluctuations. The purchase price and subsequent valuation of illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. Illiquidity can be caused by a variety of factors, including economic conditions, market events, events relating to the issuer, a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities resale. Liquidity risk may be magnified in a rising interest rate environment or other circumstances where investor redemptions from fixed income mutual funds may be higher than normal, causing increased supply in the market due to selling activity. |
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State and Territory Risks Although the Fund does not have a specific geographic focus, from time to time, to the extent the Fund invests in securities of issuers in a particular state, territory (such as Puerto Rico), |
PROSPECTUS NATIONAL TAX FREE FUND
43
|
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|
municipality, or region, the Fund may be more exposed to risks affecting that particular state, territory, municipality, or region. As a result, adverse economic, political, and regulatory conditions affecting that state, territory, or region (and their political subdivisions, agencies, instrumentalities, and public authorities) are likely to affect the Funds performance. |
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Taxability Risk Although the Fund attempts to purchase only bona fide tax-exempt securities (except for its ability to invest up to 20% of its net assets in municipal bonds that pay interest subject to AMT and fixed income securities that pay interest that is subject to regular federal income tax), there is a risk that a bond issued as tax-exempt may be reclassified by the Internal Revenue Service (IRS) as taxable (for example, if the bond was issued in a transaction deemed by the IRS to be abusive), creating taxable rather than tax-exempt income. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on certain types of municipal bonds. Additionally, certain other proposals have been introduced that would have the effect of taxing a portion of exempt interest and/or reducing the tax benefits of receiving exempt interest. These legal uncertainties could affect the municipal bond market generally, certain specific segments of the market, or the relative credit quality of particular securities. Additionally, the Funds use of derivatives may increase the amount of distributions taxable to you as ordinary income, increase or decrease the amount of capital gain distributions to you and/or decrease the amount available for distribution to you as exempt-interest dividends. |
An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. For more information on the principal risks of the Fund, please see the More Information About the Funds Principal Risks section in the prospectus.
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Funds returns. Each assumes reinvestment of dividends and distributions. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance is shown for Class P shares because the Fund has not issued Class P shares as of the date of this prospectus. No performance is shown for Class T shares because this class has not completed a full calendar year of operations as of the date of this prospectus.
The bar chart shows changes in the performance of the Funds Class A shares from calendar year to calendar year. This chart does not reflect the sales charge applicable to Class A shares. If the sales charge were reflected, returns would be
PROSPECTUS NATIONAL TAX FREE FUND
44
lower. Performance for the Funds other share classes will vary due to the different expenses each class bears. Updated performance information is available at www.lordabbett.com or by calling 888-522-2388.
Bar Chart (per calendar year) Class A Shares
|
|
|
Best Quarter 3rd Q 09 +11.02% |
Worst Quarter 4th Q 08 -8.41% |
The table below shows how the Funds average annual total returns compare to the returns of a securities market index with investment characteristics similar to those of the Fund. The Funds average annual total returns include applicable sales charges.
The after-tax returns of Class A shares included in the table below are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to a tax benefit resulting from realized losses on a sale of Fund shares at the end of the period that is used to offset other gains. Actual after-tax returns depend on an investors tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts (IRAs). After-tax returns for other share classes are not shown in the table and will vary from those shown for Class A shares.
PROSPECTUS NATIONAL TAX FREE FUND
45
|
|
|
|
|
|
|
|
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|
|
|
|
Average Annual Total Returns
|
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|
||||||||||||
Class |
1 Year |
5 Years |
10 Years |
Life of Class |
Inception
|
|||||||
|
||||||||||||
Class A Shares |
||||||||||||
|
||||||||||||
Before Taxes |
-1.89% |
4.06% |
3.73% |
|
|
|||||||
|
||||||||||||
After Taxes on Distributions |
-1.89% |
4.05% |
3.72% |
|
|
|||||||
|
||||||||||||
After Taxes on Distributions and Sale of Fund Shares |
0.42% |
4.03% |
3.82% |
|
|
|||||||
|
||||||||||||
Class B Shares |
-5.36% |
3.37% |
3.31% |
|
|
|||||||
|
||||||||||||
Class C Shares |
-1.32% |
3.89% |
3.29% |
|
|
|||||||
|
||||||||||||
Class F Shares |
0.36% |
4.65% |
|
4.43% |
9/28/2007 |
|||||||
|
||||||||||||
Class I Shares |
0.44% |
4.74% |
|
4.95% |
7/26/2010 |
|||||||
|
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Index |
||||||||||||
|
||||||||||||
Bloomberg Barclays Municipal Bond Index
|
0.25% |
3.28% |
4.25% |
4.38%
|
9/28/2007
|
MANAGEMENT
Investment Adviser. The Funds investment adviser is Lord, Abbett & Co. LLC.
Portfolio Manager.
|
|
|
Portfolio Manager/Title |
Member of
|
|
|
||
Daniel S. Solender, Partner and Director |
2006 |
PURCHASE AND SALE OF FUND SHARES
The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. Class B shares no longer are available for purchase by new or existing investors and only will be issued in connection with (i) an exchange of Class B shares from another Lord Abbett Fund or (ii) a reinvestment of a dividend and/or capital gain distribution. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. Class P shares are closed to substantially all new investors. There
PROSPECTUS NATIONAL TAX FREE FUND
46
is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See Choosing a Share Class Investment Minimums in the prospectus for more information.
|
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Investment Minimums Initial/Additional Investments |
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|
||||||||
Class |
A, C, and T |
F and P |
I |
|||||
|
||||||||
General and IRAs without Invest-A-Matic Investments |
$1,000/No minimum |
N/A |
$1 million minimum |
|||||
|
||||||||
Invest-A-Matic Accounts |
$250/$50 |
N/A |
N/A |
|||||
|
||||||||
IRAs, SIMPLE and SEP Accounts with Payroll Deductions |
No minimum |
N/A |
N/A |
|||||
|
||||||||
Fee-Based Advisory Programs and Retirement and Benefit Plans |
No minimum |
No minimum |
No minimum |
You may sell (redeem) shares through your securities broker, financial professional or financial intermediary. If you have direct account access privileges, you may redeem your shares by contacting the Fund in writing at P.O. Box 219336, Kansas City, MO 64121, by calling 888-522-2388 or by accessing your account online at www.lordabbett.com.
TAX INFORMATION
The Funds distributions of interest on municipal bonds generally are not subject to federal income tax; however, the Fund may distribute taxable dividends, including distributions of short-term and long-term capital gains. In addition, interest on certain bonds may be subject to the federal alternative minimum tax. To the extent that the Funds distributions are derived from interest on bonds that are not exempt from applicable state and local taxes, such distributions will be subject to such state and local taxes.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Funds distributor or its affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your individual financial professional to recommend the Fund over another investment. Ask your individual financial professional or visit your financial intermediarys website for more information.
PROSPECTUS NATIONAL TAX FREE FUND
47
|
INVESTMENT OBJECTIVE
The investment objective of the Fund is to seek a high level of income exempt from federal income tax.
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and certain members of your family invest, or agree to invest in the future, at least $100,000 in the Lord Abbett Family of Funds. More information about these and other discounts is available from your financial professional and in Sales Charge Reductions and Waivers on page 142 of the prospectus and Purchases, Redemptions, Pricing, and Payments to Dealers on page 8-1 of the statement of additional information (SAI).
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Shareholder Fees (Fees paid directly from your investment) |
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Class |
A |
B |
C |
F, I, and P |
T |
|||||
|
||||||||||
Maximum Sales Charge (Load) Imposed on Purchases
|
2.25% |
None |
None |
None |
2.50% |
|||||
|
||||||||||
Maximum Deferred Sales Charge (Load)
|
None (1) |
5.00% |
1.00% (2) |
None |
None |
PROSPECTUS HIGH YIELD MUNICIPAL BOND FUND
48
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Fund Operating Expenses
|
||||||||||||||||
|
||||||||||||||||
Class |
A |
B |
C |
F |
I |
P |
T |
|||||||||
|
||||||||||||||||
Management Fees |
0.47% |
0.47% |
0.47% |
0.47% |
0.47% |
0.47% |
0.47% |
|||||||||
|
||||||||||||||||
Distribution and Service (12b-1) Fees |
0.20% |
1.00% |
0.82% (3) |
0.10% |
None |
0.45% |
0.25% |
|||||||||
|
||||||||||||||||
Total Other Expenses |
0.13% |
0.13% |
0.13% |
0.13% |
0.13% |
0.13% |
0.13% (4) |
|||||||||
|
||||||||||||||||
Interest and Related Expenses from Inverse Floaters |
0.01% |
0.01% |
0.01% |
0.01% |
0.01% |
0.01% |
0.01% (4) |
|||||||||
|
||||||||||||||||
Other Expenses |
0.12% |
0.12% |
0.12% |
0.12% |
0.12% |
0.12% |
0.12% (4) |
|||||||||
|
||||||||||||||||
Total Annual Fund Operating Expenses (5) |
0.80% |
1.60% |
1.42% |
0.70% |
0.60% |
1.05% |
0.85% (4) |
|||||||||
|
(1) |
A contingent deferred sales charge (CDSC) of 1.00% may be assessed on certain Class A shares purchased or acquired without a sales charge if they are redeemed before the first day of the month of the one-year anniversary of the purchase. |
|||||||||||||||
(2) |
A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase. |
|||||||||||||||
(3) |
The 12b-1 fee the Fund will pay on Class C shares will be a blended rate calculated based on (i) 1.00% of the Funds average daily net assets attributable to shares held for less than one year and (ii) 0.80% of the Funds average daily net assets attributable to shares held for one year or more. All Class C shareholders of the Fund will bear 12b-1 fees at the same rate. |
|||||||||||||||
(4) |
Based on estimated amounts for the current fiscal year. |
|||||||||||||||
(5) |
For the period from February 1, 2017 through January 31, 2019, Lord, Abbett & Co. LLC has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired funds fees and expenses, and interest related expenses, to an annual rate of 0.62% for each class. This agreement may be terminated only by the Funds Board of Directors. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same, giving effect to the fee waiver and expense reimbursement arrangement described above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
Class |
If Shares Are Redeemed |
If Shares Are Not Redeemed |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1 Year |
3 Years |
5 Years |
10 Years |
1 Year |
3 Years |
5 Years |
10 Years |
||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A Shares |
|
$ |
|
305 |
|
$ |
|
475 |
|
$ |
|
659 |
|
$ |
|
1,193 |
|
$ |
|
305 |
|
$ |
|
475 |
|
$ |
|
659 |
|
$ |
|
1,193 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class B Shares |
|
$ |
|
663 |
|
$ |
|
805 |
|
$ |
|
1,071 |
|
$ |
|
1,686 |
|
$ |
|
163 |
|
$ |
|
505 |
|
$ |
|
871 |
|
$ |
|
1,686 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class C Shares |
|
$ |
|
245 |
|
$ |
|
449 |
|
$ |
|
776 |
|
$ |
|
1,702 |
|
$ |
|
145 |
|
$ |
|
449 |
|
$ |
|
776 |
|
$ |
|
1,702 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class F Shares |
|
$ |
|
72 |
|
$ |
|
224 |
|
$ |
|
390 |
|
$ |
|
871 |
|
$ |
|
72 |
|
$ |
|
224 |
|
$ |
|
390 |
|
$ |
|
871 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class I Shares |
|
$ |
|
61 |
|
$ |
|
192 |
|
$ |
|
335 |
|
$ |
|
750 |
|
$ |
|
61 |
|
$ |
|
192 |
|
$ |
|
335 |
|
$ |
|
750 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class P Shares |
|
$ |
|
107 |
|
$ |
|
334 |
|
$ |
|
579 |
|
$ |
|
1,283 |
|
$ |
|
107 |
|
$ |
|
334 |
|
$ |
|
579 |
|
$ |
|
1,283 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class T Shares |
|
$ |
|
335 |
|
$ |
|
514 |
|
$ |
|
710 |
|
$ |
|
1,273 |
|
$ |
|
335 |
|
$ |
|
514 |
|
$ |
|
710 |
|
$ |
|
1,273 |
PROSPECTUS HIGH YIELD MUNICIPAL BOND FUND
49
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 16.45% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
To pursue its investment objective, under normal conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds that pay interest exempt from federal income tax. These municipal bonds and other securities in which the Fund may invest may pay interest that is subject to the federal alternative minimum tax (AMT) for certain taxpayers. Although the Fund may invest in municipal bonds in any rating category, under normal conditions, the Fund invests at least 50% of its net assets in municipal bonds rated BBB+/Baa1 or lower (at the time of purchase) by an independent rating agency or that are unrated but deemed by Lord Abbett to be of comparable quality, with a particular emphasis on lower rated municipal bonds (commonly referred to as below investment grade, high yield, or junk bonds), which are bonds that are rated BB+/Ba1 or lower (at the time of purchase) by an independent rating agency or are unrated but deemed by Lord Abbett to be of comparable quality. The Fund may invest without limitation in unrated municipal bonds, which may constitute a significant portion of the Funds portfolio. The Fund is nondiversified, which means it may invest a greater portion of its assets in a single issuer than a diversified fund.
The Fund also may invest in defaulted securities (i.e., bonds on which the issuer has not paid principal or interest on time) and securities of issuers that are or may become involved in reorganizations, financial restructurings, or bankruptcy (commonly referred to as distressed debt). The Fund presently does not intend to invest more than 20% of its net assets (measured at the time of investment) in such defaulted or distressed securities. However, the Funds defaulted or distressed debt holdings may exceed this level from time to time if the Fund purchased securities that were not considered in default or distressed at their time of purchase and such securities subsequently become defaulted or distressed. These investment strategies should be considered to entail higher risk relative to strategies employed by funds that invest primarily in investment grade municipal bonds.
The Fund may invest in all types of municipal bonds, including general obligation bonds, revenue bonds, and municipal leases. Municipal bonds are debt securities issued by or on behalf of U.S. states, territories (such as Puerto Rico), and possessions and their political subdivisions, agencies, and instrumentalities
PROSPECTUS HIGH YIELD MUNICIPAL BOND FUND
50
that provide income that generally is exempt from federal, state, and/or local personal income tax. The Fund may invest in both insured and uninsured municipal bonds.
The Fund may invest up to 100% of its net assets in private activity bonds (commonly referred to as AMT paper), which are a type of municipal bond that pays interest subject to AMT. Although the Fund is permitted to invest up to 20% of its net assets in fixed income securities that pay interest subject to federal income tax, the Fund presently has no intention of investing in this manner. The Fund will not invest more than 25% of its total assets in any industry; however, this limitation does not apply to tax-exempt securities issued by governments or their agencies or instrumentalities. Certain types of municipal securities (including general obligation, general appropriation, municipal leases, special assessment, and special tax bonds) are not considered a part of any industry for purposes of this industry concentration policy. Therefore, the Fund may invest more than 25% of its total assets in these types of municipal securities. The Fund may invest without limitation in securities of issuers located in a single state, territory, municipality, or region.
The Fund may invest up to 15% of its net assets (measured at the time of investment) in illiquid securities.
The Fund may invest up to 100% of its assets in inverse floaters (also known as residual interest bonds), which are a type of derivative investment that provides leveraged exposure to underlying municipal bonds whose interest payments vary inversely with changes in short-term tax-exempt interest rates. These investments are intended to increase the Funds income and potential investment return. The Fund also may invest in other types of derivatives, such as futures, for non-hedging, hedging, or duration management purposes.
The maturity of a security measures the time until final payment is due, whereas duration takes into account the expected pattern of all payments of interest and principal on a security over time, including how these payments are affected by changes in interest rates. The Fund may invest in individual securities of any maturity or duration. Normally, the Fund seeks to maintain a dollar-weighted average maturity of between ten and twenty-five years.
The Funds investment team focuses on credit risk analysis, tax-exempt income yield, total return potential, interest rate risk, and call protection in managing its portfolio. The Fund generally will sell a security when the Fund believes the security is less likely to benefit from the current market and economic environment, shows signs of deteriorating fundamentals, or has reached its valuation target, among other reasons. The Fund seeks to remain fully invested in accordance with its investment objective. The Fund may, however, deviate
PROSPECTUS HIGH YIELD MUNICIPAL BOND FUND
51
entirely from the investment strategy described above for temporary defensive purposes. The Fund may miss certain investment opportunities if defensive strategies are used and thus may not achieve its investment objective.
PRINCIPAL RISKS
As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund.
The following is a summary of certain risks that could adversely affect the Funds performance or increase volatility:
|
Portfolio Management Risk If the strategies used and securities selected by the Funds portfolio management team fail to produce the intended result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, even in a rising market. |
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|
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|
Market Risk The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions, governmental actions or intervention, political developments, and other factors. Although prices of debt securities tend to rise and fall less dramatically than those of equity securities, they may experience heightened volatility. |
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|
Fixed Income Securities Risk The Fund is subject to the general risks and considerations associated with investing in debt securities, including the risk that issuers will fail to make timely payments of principal or interest or default altogether. Typically, shorter-term bonds are less volatile than longer-term bonds; however, longer-term bonds typically offer higher yields and more stable interest income than shorter-term bond investments. Lower rated municipal bonds in which the Fund may invest may be more volatile and may decline more in price in response to negative issuer developments or general economic news than higher rated securities. In addition, as interest rates rise, the Funds investments typically will lose value. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Municipal Securities Risk Municipal securities are subject to the same risks affecting fixed income securities in general. In addition, the price of municipal securities may be adversely affected by legislative or political changes, tax rulings, judicial action, changes in market and economic conditions, and the fiscal condition of the municipal issuer, including an insolvent municipality filing for bankruptcy. The Fund may be more sensitive to these events and conditions if it invests a substantial portion of its assets in the municipal securities of similar projects (such as those relating to education, health care, housing, transportation, and utilities) or in particular |
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|
PROSPECTUS HIGH YIELD MUNICIPAL BOND FUND
52
|
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|
types of municipal securities (such as general obligation bonds, private activity bonds, and special tax bonds) or in the securities of issuers located within a single state, municipality, or geographic area. The market for municipal securities generally is less liquid than other securities markets, which may make it more difficult for the Fund to sell its municipal securities. Nongovernmental users of facilities financed by tax-exempt revenue bonds (e.g., companies in the electric utility and health care industries) may have difficulty making payments on their obligations in the event of an economic downturn. This would negatively affect the valuation of municipal securities issued by such facilities. |
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|
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|
Below Investment Grade Municipal Bond Risk Below investment grade municipal bonds typically pay a higher yield than investment grade municipal bonds, but may have greater price fluctuations and have a higher risk of default than investment grade municipal bonds. The market for below investment grade municipal bonds may be less liquid due to such factors as specific municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally, and less secondary market liquidity. This may make such bonds more difficult to sell at an acceptable price, especially during periods of financial distress, increased market volatility, or significant market decline. |
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|
Nondiversification Risk Because the Fund is nondiversified, it will be more exposed to risks from a single adverse economic, political, or regulatory event than a diversified fund. |
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|
Call Risk A substantial portion of municipal bonds are callable, meaning they give the issuer the right to call or redeem the bonds before maturity. As interest rates decline, these bond issuers may pay off their loans early by buying back the bonds, thus depriving the Fund of above market interest rates. Moreover, the Fund may not recoup the full amount of its initial investment and may have to reinvest the prepayment proceeds in lower yielding securities, securities with greater credit risks, or other less attractive securities. |
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|
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|
Credit Risk Municipal bonds are subject to the risk that the issuer or guarantor of a security may not make interest and principal payments as they become due or may default altogether. In addition, if the market perceives a deterioration in the creditworthiness of an issuer, the value and liquidity of bonds issued by that issuer may decline. Credit risk varies based upon the economic and fiscal conditions of each issuer and the municipalities, agencies, instrumentalities, and other issuers within the state, territory, or possession. As noted above, because the Fund invests a substantial portion of its assets in below investment grade securities, these risks are heightened. Insured municipal bonds have the credit risk of the insurer in addition to the credit |
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|
PROSPECTUS HIGH YIELD MUNICIPAL BOND FUND
53
|
risk of the underlying investment being insured. A decline in the credit quality of private activity bonds usually is directly related to a decline in the credit standing of the private user of the facility. |
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|
Defaulted Bonds Risk Defaulted bonds are subject to greater risk of loss of income and principal than higher rated securities and are considered speculative. In the event of a default, the Fund may incur additional expenses to seek recovery. The repayment of defaulted bonds is subject to significant uncertainties, and in some cases, there may be no recovery of repayment. Defaulted bonds might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Workout or bankruptcy proceedings typically result in only partial recovery of cash payments or an exchange of the defaulted bond for other securities of the issuer or its affiliates, which may in turn be illiquid or speculative. |
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|
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|
Derivatives Risk Loss may result from the Funds investments in futures contracts, inverse floaters, and other derivative instruments. These instruments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate and substantial losses to the Fund. They also may increase the Funds interest rate risk and may cause the Fund to realize a limited amount of taxable income. Losses also may arise from the failure of a derivative counterparty to meet its contractual obligations. Central clearing of derivatives is intended to decrease counterparty risk but does not make these transactions risk-free. In addition, the Fund will be required to cover its derivatives transactions in accordance with Securities and Exchange Commission guidance. This may include segregating permissible liquid assets to cover its obligations under these transactions and the Fund may have to liquidate positions before it is desirable to do so to fulfill its requirements to segregate. Whether the Funds use of derivatives is successful will depend on, among other things, the Funds ability to correctly forecast market movements and other factors. If the Fund incorrectly forecasts these and other factors, the Funds performance could suffer. |
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|
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The Funds use of inverse floaters may reduce the Funds returns and/or increase the Funds volatility. Inverse floaters typically are more volatile than fixed rate municipal bonds. Distributions on inverse floaters are inversely related to short-term municipal bond interest rates. Therefore, distributions paid to the Fund on its inverse floaters will fall when short-term municipal interest rates rise and will rise when short-term municipal interest rates fall. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment. Holders of inverse floaters bear the risk of the fluctuation in value of the issuing trusts underlying municipal bonds because holders of the floaters have the right to tender their notes back to the trust for payment at par plus accrued interest. |
PROSPECTUS HIGH YIELD MUNICIPAL BOND FUND
54
|
This creates effective leverage because the Funds net cash investment is significantly less than the value of the underlying bonds. The leverage ratio increases as the value of the inverse floaters becomes a greater proportion of the value of the municipal bonds deposited into the trust. |
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|
Distressed Debt Risk To the extent that the Fund invests in (or otherwise holds) distressed debt securities, the Fund is subject to an increased risk that it may lose a portion or all of its investment in the distressed debt and may incur higher expenses trying to protect its interests in distressed debt. The prices of distressed bonds are likely to be more sensitive to adverse economic changes or individual issuer developments than the prices of higher rated securities. During an economic downturn or substantial period of rising interest rates, distressed security issuers may experience financial stress that would adversely affect their ability to service their principal and interest payment obligations, to meet their projected business goals, or to obtain additional financing. Moreover, it is unlikely that a liquid market will exist for the Fund to sell its holdings in distressed debt securities. |
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|
Extension Risk Rising interest rates may cause an issuer to pay off or retire a debt security later than expected, extending the duration of a bond, making them more sensitive to changes in interest rates. This typically will reduce the bonds value, and cause the Fund to be unable to reinvest in higher yielding securities unless it is willing to incur a loss by selling its current holding. |
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|
Governmental Risk Government actions, including U.S. federal government actions and actions by local, state, and regional governments, could have an adverse effect on municipal bond prices. In addition, the Funds performance may be affected by local, state, and regional factors depending on the states in which the Funds investments are issued. |
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|
Interest Rate Risk As interest rates rise, prices of bonds (including tax-exempt bonds) generally fall, typically causing the Funds investments to lose value. Additionally, rising interest rates or lack of market participants may lead to decreased liquidity in the fixed income markets. Interest rate changes typically have a greater effect on the price of longer-term bonds, including inverse floaters, than on the price of shorter-term bonds. A wide variety of market factors can cause interest rates to rise, including central bank monetary policy, rising inflation, and changes in general economic conditions. The Fund will be exposed to heightened interest rate risk as interest rates rise from historically low levels. |
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|
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|
Liquidity/Redemption Risk It may be difficult for the Fund to sell certain securities, including below investment grade municipal bonds, in a timely manner and at their stated value, which could result in losses to the Fund. In addition, the Fund may lose money when selling securities at inopportune |
PROSPECTUS HIGH YIELD MUNICIPAL BOND FUND
55
|
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|
times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid. The Fund may be unable to sell illiquid securities at its desired time or price. As noted, the market for below investment grade municipal bonds generally is less liquid than the market for higher rated bonds, subjecting them to greater price fluctuations. The purchase price and subsequent valuation of illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. Illiquidity can be caused by a variety of factors, including economic conditions, market events, events relating to the issuer, a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities resale. Liquidity risk may be magnified in a rising interest rate environment or other circumstances where investor redemptions from fixed income mutual funds may be higher than normal, causing increased supply in the market due to selling activity. |
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|
State and Territory Risks Although the Fund does not have a specific geographic focus, from time to time, to the extent the Fund invests in securities of issuers in a particular state, territory (such as Puerto Rico), municipality, or region, the Fund may be more exposed to risks affecting that particular state, territory, municipality, or region. As a result, adverse economic, political, and regulatory conditions affecting that state, territory, or region (and their political subdivisions, agencies, instrumentalities, and public authorities) are likely to affect the Funds performance. |
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Taxability Risk There is a risk that a bond issued as tax-exempt may be reclassified by the Internal Revenue Service (IRS) as taxable (for example, if the bond was issued in a transaction deemed by the IRS to be abusive), creating taxable rather than tax-exempt income. In addition, the Fund may invest up to 100% of its net assets in municipal bonds the interest on which may be subject to AMT and invest up to 20% of its net assets in fixed income securities that pay interest that is subject to regular federal income tax. The income from private activity bonds is an item of tax preference for purposes of AMT, which may cause the income to be taxable to you. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on certain types of municipal bonds. Additionally, certain other proposals have been introduced that would have the effect of taxing a portion of exempt interest and/or reducing the tax benefits of receiving exempt interest. These legal uncertainties could affect the municipal bond market generally, certain specific segments of the market, or the relative credit quality of particular securities. Additionally, the Funds use of derivatives may increase the amount of distributions taxable to you as ordinary income, |
PROSPECTUS HIGH YIELD MUNICIPAL BOND FUND
56
|
increase or decrease the amount of capital gain distributions to you and/or decrease the amount available for distribution to you as exempt-interest dividends. |
An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. For more information on the principal risks of the Fund, please see the More Information About the Funds Principal Risks section in the prospectus.
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Funds returns. Each assumes reinvestment of dividends and distributions. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance is shown for Class B shares because the Fund has no Class B shares outstanding. No performance is shown for Class T shares because this class has not completed a full calendar year of operations as of the date of this prospectus.
The bar chart shows changes in the performance of the Funds Class A shares from calendar year to calendar year. This chart does not reflect the sales charge applicable to Class A shares. If the sales charge were reflected, returns would be lower. Performance for the Funds other share classes will vary due to the different expenses each class bears. Updated performance information is available at www.lordabbett.com or by calling 888-522-2388.
Bar Chart (per calendar year) Class A Shares
|
|
|
Best Quarter 3rd Q 09 +14.65% |
Worst Quarter 4th Q 08 -23.81% |
PROSPECTUS HIGH YIELD MUNICIPAL BOND FUND
57
The table below shows how the Funds average annual total returns compare to the returns of securities market indices with investment characteristics similar to those of the Fund. The Funds average annual total returns include applicable sales charges.
The after-tax returns of Class A shares included in the table below are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to a tax benefit resulting from realized losses on a sale of Fund shares at the end of the period that is used to offset other gains. Actual after-tax returns depend on an investors tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts (IRAs). After-tax returns for other share classes are not shown in the table and will vary from those shown for Class A shares.
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Average Annual Total Returns
|
||||||||||||
|
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Class |
1 Year |
5 Years |
10 Years |
Life of Class |
Inception
|
|||||||
|
||||||||||||
Class A Shares |
|
|
||||||||||
|
||||||||||||
Before Taxes |
0.35% |
5.50% |
1.82% |
|
|
|||||||
|
||||||||||||
After Taxes on Distributions |
0.32% |
5.47% |
1.80% |
|
|
|||||||
|
||||||||||||
After Taxes on Distributions and Sale of Fund Shares |
2.11% |
5.37% |
2.41% |
|
|
|||||||
|
||||||||||||
Class C Shares |
1.06% |
5.32% |
1.42% |
|
|
|||||||
|
||||||||||||
Class F Shares |
2.78% |
6.09% |
|
2.60% |
9/28/2007 |
|||||||
|
||||||||||||
Class I Shares |
2.86% |
6.14% |
|
5.10% |
7/26/2010 |
|||||||
|
||||||||||||
Class P Shares |
2.45% |
5.77% |
1.88% |
|
|
|||||||
|
||||||||||||
Index |
||||||||||||
|
||||||||||||
Bloomberg Barclays High Yield Municipal Bond Index
|
2.99% |
5.91% |
4.04% |
4.29%
|
9/28/2007
|
|||||||
|
||||||||||||
85% Bloomberg Barclays U.S. High Yield Index/15% Bloomberg Barclays Municipal Bond Index
|
2.58% |
5.52% |
4.10% |
4.33%
|
9/28/2007
|
PROSPECTUS HIGH YIELD MUNICIPAL BOND FUND
58
MANAGEMENT
Investment Adviser. The Funds investment adviser is Lord, Abbett & Co. LLC.
Portfolio Manager.
|
|
|
Portfolio Manager/Title |
Member of
|
|
|
||
Daniel S. Solender, Partner and Director |
2006 |
PURCHASE AND SALE OF FUND SHARES
The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. Class B shares no longer are available for purchase by new or existing investors and only will be issued in connection with (i) an exchange of Class B shares from another Lord Abbett Fund or (ii) a reinvestment of a dividend and/or capital gain distribution. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. Class P shares are closed to substantially all new investors. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See Choosing a Share Class Investment Minimums in the prospectus for more information.
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Investment Minimums Initial/Additional Investments |
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|
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Class |
A, C, and T |
F and P |
I |
|||||
|
||||||||
General and IRAs without Invest-A-Matic Investments |
$1,000/No minimum |
N/A |
$1 million minimum |
|||||
|
||||||||
Invest-A-Matic Accounts |
$250/$50 |
N/A |
N/A |
|||||
|
||||||||
IRAs, SIMPLE and SEP Accounts with Payroll Deductions |
No minimum |
N/A |
N/A |
|||||
|
||||||||
Fee-Based Advisory Programs and Retirement
|
No minimum |
No minimum |
No minimum |
You may sell (redeem) shares through your securities broker, financial professional or financial intermediary. If you have direct account access privileges, you may redeem your shares by contacting the Fund in writing at P.O. Box 219336, Kansas City, MO 64121, by calling 888-522-2388 or by accessing your account online at www.lordabbett.com.
PROSPECTUS HIGH YIELD MUNICIPAL BOND FUND
59
TAX INFORMATION
The Funds distributions of interest on municipal bonds generally are not subject to federal income tax; however, the Fund may distribute taxable dividends, including distributions of short-term and long-term capital gains. In addition, interest on certain bonds may be subject to the federal alternative minimum tax. To the extent that the Funds distributions are derived from interest on bonds that are not exempt from applicable state and local taxes, such distributions will be subject to such state and local taxes.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Funds distributor or its affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your individual financial professional to recommend the Fund over another investment. Ask your individual financial professional or visit your financial intermediarys website for more information.
PROSPECTUS HIGH YIELD MUNICIPAL BOND FUND
60
|
INVESTMENT OBJECTIVE
The investment objective of the Fund is to seek a high level of income exempt from federal income tax.
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and certain members of your family invest, or agree to invest in the future, at least $100,000 in the Lord Abbett Family of Funds. More information about these and other discounts is available from your financial professional and in Sales Charge Reductions and Waivers on page 142 of the prospectus and Purchases, Redemptions, Pricing, and Payments to Dealers on page 8-1 of the statement of additional information (SAI).
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Shareholder Fees (Fees paid directly from your investment) |
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Class |
A |
C |
F and I |
T |
||||
|
||||||||
Maximum Sales Charge (Load) Imposed on Purchases (as a percentage of offering price) |
2.25% |
None |
None |
2.50% |
||||
|
||||||||
Maximum Deferred Sales Charge (Load)
|
None (1) |
1.00% (2) |
None |
None |
PROSPECTUS SHORT DURATION HIGH YIELD MUNICIPAL BOND FUND
61
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Annual Fund Operating Expenses
|
||||||||||||
|
||||||||||||
Class |
A |
C |
F |
I |
T |
|||||||
|
||||||||||||
Management Fees |
0.40% |
0.40% |
0.40% |
0.40% |
0.40% |
|||||||
|
||||||||||||
Distribution and Service (12b-1) Fees |
0.20% |
0.96% (3) |
0.10% |
None |
0.25% |
|||||||
|
||||||||||||
Other Expenses |
0.33% |
0.33% |
0.33% |
0.33% |
0.33% (4) |
|||||||
|
||||||||||||
Total Annual Fund Operating Expenses |
0.93% |
1.69% |
0.83% |
0.73% |
0.98% (4) |
|||||||
|
||||||||||||
Fee Waiver and/or Expense Reimbursement (5) |
(0.38)% |
(0.38)% |
(0.38)% |
(0.38)% |
(0.38)% (4) |
|||||||
|
||||||||||||
Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (5) |
0.55% |
1.31% |
0.45% |
0.35% |
0.60% (4) |
(1) |
A contingent deferred sales charge (CDSC) of 1.00% may be assessed on certain Class A shares purchased or acquired without a sales charge if they are redeemed before the first day of the month of the one-year anniversary of the purchase. |
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(2) |
A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase. |
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(3) |
The 12b-1 fee the Fund will pay on Class C shares will be a blended rate calculated based on (i) 1.00% of the Funds average daily net assets attributable to shares held for less than one year and (ii) 0.80% of the Funds average daily net assets attributable to shares held for one year or more. All Class C shareholders of the Fund will bear 12b-1 fees at the same rate. |
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(4) |
Based on estimated amounts for the current fiscal year. |
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(5) |
For the period from February 1, 2017 through January 31, 2019, Lord, Abbett & Co. LLC has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired funds fees and expenses, and interest related expenses, to an annual rate of 0.35% for each class. This agreement may be terminated only by the Funds Board of Directors. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same, giving effect to the fee waiver and expense reimbursement arrangement described above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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Class |
If Shares Are Redeemed |
If Shares Are Not Redeemed |
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1 Year |
3 Years |
5 Years |
10 Years |
1 Year |
3 Years |
5 Years |
10 Years |
||||||||||||||||||||||||||||||||||||||||||||||||
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Class A Shares |
|
$ |
|
280 |
|
$ |
|
439 |
|
$ |
|
653 |
|
$ |
|
1,272 |
|
$ |
|
280 |
|
$ |
|
439 |
|
$ |
|
653 |
|
$ |
|
1,272 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class C Shares |
|
$ |
|
233 |
|
$ |
|
456 |
|
$ |
|
844 |
|
$ |
|
1,932 |
|
$ |
|
133 |
|
$ |
|
456 |
|
$ |
|
844 |
|
$ |
|
1,932 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class F Shares |
|
$ |
|
46 |
|
$ |
|
187 |
|
$ |
|
384 |
|
$ |
|
953 |
|
$ |
|
46 |
|
$ |
|
187 |
|
$ |
|
384 |
|
$ |
|
953 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class I Shares |
|
$ |
|
36 |
|
$ |
|
155 |
|
$ |
|
329 |
|
$ |
|
833 |
|
$ |
|
36 |
|
$ |
|
155 |
|
$ |
|
329 |
|
$ |
|
833 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class T Shares |
|
$ |
|
310 |
|
$ |
|
478 |
|
$ |
|
704 |
|
$ |
|
1,352 |
|
$ |
|
310 |
|
$ |
|
478 |
|
$ |
|
704 |
|
$ |
|
1,352 |
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in
PROSPECTUS SHORT DURATION HIGH YIELD MUNICIPAL BOND FUND
62
higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 11.77% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
To pursue its investment objective, under normal conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds that pay interest exempt from federal income tax. These municipal bonds and other securities in which the Fund may invest may pay interest that is subject to the federal alternative minimum tax (AMT) for certain taxpayers. Normally, the Fund seeks to maintain an investment portfolio with a weighted average effective duration of less than 4.5 years.
Although the Fund may invest in municipal bonds in any rating category, under normal conditions, the Fund invests at least 50% of its net assets in municipal bonds rated BBB+/Baa1 or lower (at the time of purchase) by an independent rating agency or that are unrated but deemed by Lord Abbett to be of comparable quality, with a particular emphasis on lower rated municipal bonds (commonly referred to as below investment grade, high yield, or junk bonds), which are bonds that are rated BB+/Ba1 or lower (at the time of purchase) by an independent rating agency or are unrated but deemed by Lord Abbett to be of comparable quality. The Fund may invest without limitation in unrated municipal bonds, which may constitute a significant portion of the Funds portfolio. The Fund is nondiversified, which means it may invest a greater portion of its assets in a single issuer than a diversified fund.
The Fund also may invest in defaulted securities (i.e., bonds on which the issuer has not paid principal or interest on time) and securities of issuers that are or may become involved in reorganizations, financial restructurings, or bankruptcy (commonly referred to as distressed debt). The Fund presently does not intend to invest more than 20% of its net assets (measured at the time of investment) in such defaulted or distressed securities. However, the Funds defaulted or distressed debt holdings may exceed this level from time to time if the Fund purchased securities that were not considered in default or distressed at their time of purchase and such securities subsequently become defaulted or distressed. These investment strategies should be considered to entail higher risk relative to strategies employed by funds that invest primarily in investment grade municipal bonds.
The Fund may invest in all types of municipal bonds, including general obligation bonds, revenue bonds, and municipal leases. Municipal bonds are debt securities issued by or on behalf of U.S. states, territories (such as Puerto Rico), and possessions and their political subdivisions, agencies, and instrumentalities
PROSPECTUS SHORT DURATION HIGH YIELD MUNICIPAL BOND FUND
63
that provide income that generally is exempt from federal, state, and/or local personal income tax. The Fund may invest in both insured and uninsured municipal bonds.
The Fund may invest up to 100% of its net assets in private activity bonds (commonly referred to as AMT paper), which are a type of municipal bond that pays interest subject to AMT. Although the Fund is permitted to invest up to 20% of its net assets in fixed income securities that pay interest subject to federal income tax, the Fund presently has no intention of investing in this manner. The Fund will not invest more than 25% of its total assets in any industry; however, this limitation does not apply to tax-exempt securities issued by governments or their agencies or instrumentalities. Certain types of municipal securities (including general obligation, general appropriation, municipal leases, special assessment, and special tax bonds) are not considered a part of any industry for purposes of this industry concentration policy. Therefore, the Fund may invest more than 25% of its total assets in these types of municipal securities. The Fund may invest without limitation in securities of issuers located in a single state, territory, municipality, or region.
The Fund may invest up to 15% of its net assets (measured at the time of investment) in illiquid securities.
The Fund may invest up to 100% of its assets in inverse floaters (also known as residual interest bonds), which are a type of derivative investment that provides leveraged exposure to underlying municipal bonds whose interest payments vary inversely with changes in short-term tax-exempt interest rates. These investments are intended to increase the Funds income and potential investment return. The Fund also may invest in other types of derivatives, such as futures, for non-hedging, hedging, or duration management purposes.
The maturity of a security measures the time until final payment is due, whereas duration takes into account the expected pattern of all payments of interest and principal on a security over time, including how these payments are affected by changes in interest rates. The Fund may invest in individual securities of any maturity or duration. Because the Fund primarily invests in short duration municipal bonds, it is less sensitive to interest rate changes than a fund that focuses on longer duration bonds.
The Funds investment team focuses on credit risk analysis, tax-exempt income yield, total return potential, interest rate risk, and call protection in managing its portfolio. The Fund generally will sell a security when the Fund believes the security is less likely to benefit from the current market and economic environment, shows signs of deteriorating fundamentals, or has reached its valuation target, among other reasons. The Fund seeks to remain fully invested in accordance with its investment objective. The Fund may, however, deviate
PROSPECTUS SHORT DURATION HIGH YIELD MUNICIPAL BOND FUND
64
entirely from the investment strategy described above for temporary defensive purposes. The Fund may miss certain investment opportunities if defensive strategies are used and thus may not achieve its investment objective.
As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund.
The following is a summary of certain risks that could adversely affect the Funds performance or increase volatility:
|
Portfolio Management Risk If the strategies used and securities selected by the Funds portfolio management team fail to produce the intended result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, even in a rising market. |
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Market Risk The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions, governmental actions or intervention, political developments, and other factors. Although prices of debt securities tend to rise and fall less dramatically than those of equity securities, they may experience heightened volatility. |
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New Fund Risk The Fund is recently organized. There can be no assurance that the Fund will reach or maintain a sufficient asset size to effectively implement its investment strategy. In addition, the Funds gross expense ratio may fluctuate during its initial operating period because of the Funds relatively smaller asset size and, until the Fund achieves sufficient scale, a Fund shareholder may experience proportionally higher Fund expenses than would be experienced by shareholders of a fund with a larger asset base. |
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Fixed Income Securities Risk The Fund is subject to the general risks and considerations associated with investing in debt securities, including the risk that issuers will fail to make timely payments of principal or interest or default altogether. Typically, shorter-term bonds are less volatile than longer-term bonds; however, longer-term bonds typically offer higher yields and more stable interest income than shorter-term bond investments. Lower rated municipal bonds in which the Fund may invest may be more volatile and may decline more in price in response to negative issuer developments or general economic news than higher rated securities. In addition, as interest rates rise, the Funds investments typically will lose value. |
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PROSPECTUS SHORT DURATION HIGH YIELD MUNICIPAL BOND FUND
65
|
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Municipal Securities Risk Municipal securities are subject to the same risks affecting fixed income securities in general. In addition, the price of municipal securities may be adversely affected by legislative or political changes, tax rulings, judicial action, changes in market and economic conditions, and the fiscal condition of the municipal issuer, including an insolvent municipality filing for bankruptcy. The Fund may be more sensitive to these events and conditions if it invests a substantial portion of its assets in the municipal securities of similar projects (such as those relating to education, health care, housing, transportation, and utilities) or in particular types of municipal securities (such as general obligation bonds, private activity bonds, and special tax bonds) or in the securities of issuers located within a single state, municipality, or geographic area. The market for municipal securities generally is less liquid than other securities markets, which may make it more difficult for the Fund to sell its municipal securities. Nongovernmental users of facilities financed by tax-exempt revenue bonds (e.g., companies in the electric utility and health care industries) may have difficulty making payments on their obligations in the event of an economic downturn. This would negatively affect the valuation of municipal securities issued by such facilities. |
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Below Investment Grade Municipal Bond Risk Below investment grade municipal bonds typically pay a higher yield than investment grade municipal bonds, but may have greater price fluctuations and have a higher risk of default than investment grade municipal bonds. The market for below investment grade municipal bonds may be less liquid due to such factors as specific municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally, and less secondary market liquidity. This may make such bonds more difficult to sell at an acceptable price, especially during periods of financial distress, increased market volatility, or significant market decline. |
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Nondiversification Risk Because the Fund is nondiversified, it will be more exposed to risks from a single adverse economic, political, or regulatory event than a diversified fund. |
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Call Risk A substantial portion of municipal bonds are callable, meaning they give the issuer the right to call or redeem the bonds before maturity. As interest rates decline, these bond issuers may pay off their loans early by buying back the bonds, thus depriving the Fund of above market interest rates. Moreover, the Fund may not recoup the full amount of its initial investment and may have to reinvest the prepayment proceeds in lower yielding securities, securities with greater credit risks, or other less attractive securities. |
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Credit Risk Municipal bonds are subject to the risk that the issuer or guarantor of a security may not make interest and principal payments as they become due or may default altogether. In addition, if the market perceives a |
PROSPECTUS SHORT DURATION HIGH YIELD MUNICIPAL BOND FUND
66
|
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|
deterioration in the creditworthiness of an issuer, the value and liquidity of bonds issued by that issuer may decline. Credit risk varies based upon the economic and fiscal conditions of each issuer and the municipalities, agencies, instrumentalities, and other issuers within the state, territory, or possession. As noted above, because the Fund invests a substantial portion of its assets in below investment grade securities, these risks are heightened. Insured municipal bonds have the credit risk of the insurer in addition to the credit risk of the underlying investment being insured. A decline in the credit quality of private activity bonds usually is directly related to a decline in the credit standing of the private user of the facility. |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Defaulted Bonds Risk Defaulted bonds are subject to greater risk of loss of income and principal than higher rated securities and are considered speculative. In the event of a default, the Fund may incur additional expenses to seek recovery. The repayment of defaulted bonds is subject to significant uncertainties, and in some cases, there may be no recovery of repayment. Defaulted bonds might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Workout or bankruptcy proceedings typically result in only partial recovery of cash payments or an exchange of the defaulted bond for other securities of the issuer or its affiliates, which may in turn be illiquid or speculative. |
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|
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|
Derivatives Risk Loss may result from the Funds investments in futures contracts, inverse floaters, and other derivative instruments. These instruments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate and substantial losses to the Fund. They also may increase the Funds interest rate risk and may cause the Fund to realize a limited amount of taxable income. Losses also may arise from the failure of a derivative counterparty to meet its contractual obligations. Central clearing of derivatives is intended to decrease counterparty risk but does not make these transactions risk-free. In addition, the Fund will be required to cover its derivatives transactions in accordance with Securities and Exchange Commission guidance. This may include segregating permissible liquid assets to cover its obligations under these transactions and the Fund may have to liquidate positions before it is desirable to do so to fulfill its requirements to segregate. Whether the Funds use of derivatives is successful will depend on, among other things, the Funds ability to correctly forecast market movements and other factors. If the Fund incorrectly forecasts these and other factors, the Funds performance could suffer. |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The Funds use of inverse floaters may reduce the Funds returns and/or increase the Funds volatility. Inverse floaters typically are more volatile than fixed rate municipal bonds. Distributions on inverse floaters are inversely related to short-term municipal bond interest rates. Therefore, distributions |
PROSPECTUS SHORT DURATION HIGH YIELD MUNICIPAL BOND FUND
67
|
paid to the Fund on its inverse floaters will fall when short-term municipal interest rates rise and will rise when short-term municipal interest rates fall. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment. Holders of inverse floaters bear the risk of the fluctuation in value of the issuing trusts underlying municipal bonds because holders of the floaters have the right to tender their notes back to the trust for payment at par plus accrued interest. This creates effective leverage because the Funds net cash investment is significantly less than the value of the underlying bonds. The leverage ratio increases as the value of the inverse floaters becomes a greater proportion of the value of the municipal bonds deposited into the trust. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Distressed Debt Risk To the extent that the Fund invests in (or otherwise holds) distressed debt securities, the Fund is subject to an increased risk that it may lose a portion or all of its investment in the distressed debt and may incur higher expenses trying to protect its interests in distressed debt. The prices of distressed bonds are likely to be more sensitive to adverse economic changes or individual issuer developments than the prices of higher rated securities. During an economic downturn or substantial period of rising interest rates, distressed security issuers may experience financial stress that would adversely affect their ability to service their principal and interest payment obligations, to meet their projected business goals, or to obtain additional financing. Moreover, it is unlikely that a liquid market will exist for the Fund to sell its holdings in distressed debt securities. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Extension Risk Rising interest rates may cause an issuer to pay off or retire a debt security later than expected, extending the duration of a bond, making them more sensitive to changes in interest rates. This typically will reduce the bonds value, and cause the Fund to be unable to reinvest in higher yielding securities unless it is willing to incur a loss by selling its current holding. |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Governmental Risk Government actions, including U.S. federal government actions and actions by local, state, and regional governments, could have an adverse effect on municipal bond prices. In addition, the Funds performance may be affected by local, state, and regional factors depending on the states in which the Funds investments are issued. |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Interest Rate Risk As interest rates rise, prices of bonds (including tax-exempt bonds) generally fall, typically causing the Funds investments to lose value. Additionally, rising interest rates or lack of market participants may lead to decreased liquidity in the fixed income markets. Interest rate changes typically have a greater effect on the price of longer-term bonds, including inverse floaters, than on the price of shorter-term bonds. A wide variety of market factors can cause interest rates to rise, including central bank |
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|
PROSPECTUS SHORT DURATION HIGH YIELD MUNICIPAL BOND FUND
68
|
monetary policy, rising inflation, and changes in general economic conditions. The Fund will be exposed to heightened interest rate risk as interest rates rise from historically low levels. |
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|
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|
Liquidity/Redemption Risk It may be difficult for the Fund to sell certain securities, including below investment grade municipal bonds, in a timely manner and at their stated value, which could result in losses to the Fund. In addition, the Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid. The Fund may be unable to sell illiquid securities at its desired time or price. As noted, the market for below investment grade municipal bonds generally is less liquid than the market for higher rated bonds, subjecting them to greater price fluctuations. The purchase price and subsequent valuation of illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. Illiquidity can be caused by a variety of factors, including economic conditions, market events, events relating to the issuer, a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities resale. Liquidity risk may be magnified in a rising interest rate environment or other circumstances where investor redemptions from fixed income mutual funds may be higher than normal, causing increased supply in the market due to selling activity. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Short Duration Risk Although any rise in interest rates is likely to cause the prices of debt obligations to fall, the comparatively short duration of the Funds portfolio holdings is intended to mitigate some of this risk. The Fund generally will earn less income and, during periods of declining interest rates, will provide lower total returns to investors than funds with longer durations. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
State and Territory Risks Although the Fund does not have a specific geographic focus, from time to time, to the extent the Fund invests in securities of issuers in a particular state, territory (such as Puerto Rico), municipality, or region, the Fund may be more exposed to risks affecting that particular state, territory, municipality, or region. As a result, adverse economic, political, and regulatory conditions affecting that state, territory, or region (and their political subdivisions, agencies, instrumentalities, and public authorities) are likely to affect the Funds performance. |
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|
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|
Taxability Risk There is a risk that a bond issued as tax-exempt may be reclassified by the Internal Revenue Service (IRS) as taxable (for example, if the bond was issued in a transaction deemed by the IRS to be abusive), creating taxable rather than tax-exempt income. In addition, the Fund may |
PROSPECTUS SHORT DURATION HIGH YIELD MUNICIPAL BOND FUND
69
|
invest up to 100% of its net assets in municipal bonds the interest on which may be subject to AMT and invest up to 20% of its net assets in fixed income securities that pay interest that is subject to regular federal income tax. The income from private activity bonds is an item of tax preference for purposes of AMT, which may cause the income to be taxable to you. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on certain types of municipal bonds. Additionally, certain other proposals have been introduced that would have the effect of taxing a portion of exempt interest and/or reducing the tax benefits of receiving exempt interest. These legal uncertainties could affect the municipal bond market generally, certain specific segments of the market, or the relative credit quality of particular securities. Additionally, the Funds use of derivatives may increase the amount of distributions taxable to you as ordinary income, increase or decrease the amount of capital gain distributions to you and/or decrease the amount available for distribution to you as exempt-interest dividends. |
An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. For more information on the principal risks of the Fund, please see the More Information About the Funds Principal Risks section in the prospectus.
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Funds returns. Each assumes reinvestment of dividends and distributions. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance is shown for Class T shares because this class has not completed a full calendar year of operations as of the date of this prospectus.
The bar chart show changes in the performance of the Funds Class A shares for its first full calendar year. This chart does not reflect the sales charge applicable to Class A shares. If the sales charge were reflected, returns would be lower.
PROSPECTUS SHORT DURATION HIGH YIELD MUNICIPAL BOND FUND
70
Performance for the Funds other share classes will vary due to the different expenses each class bears. Updated performance information is available at www.lordabbett.com or by calling 888-522-2388.
Bar Chart (per calendar year) Class A Shares
|
|
|
Best Quarter 2nd Q 16 +1.90% |
Worst Quarter 4th Q 16 -4.08% |
The table below shows how the Funds average annual total returns compare to the returns of a securities market index with investment characteristics similar to those of the Fund. The Funds average annual total returns include applicable sales charges.
The after-tax returns of Class A shares included in the table below are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to a tax benefit resulting from realized losses on a sale of Fund shares at the end of the period that is used to offset other gains. Actual after-tax returns depend on an investors tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts (IRAs). After-tax returns for other share classes are not shown in the table and will vary from those shown for Class A shares.
PROSPECTUS SHORT DURATION HIGH YIELD MUNICIPAL BOND FUND
71
|
|
|
|
|
|
|
|
|
Average Annual Total Returns
|
||||||||
|
||||||||
Class |
1 Year |
Life of Class |
Inception
|
|
||||
|
||||||||
Class A Shares |
6/15/2015 |
|
||||||
|
||||||||
Before Taxes |
-2.44% |
0.00% |
|
|
||||
|
||||||||
After Taxes on Distributions |
-2.45% |
0.00% |
|
|
|
|||
|
||||||||
After Taxes on Distributions and Sale of Fund Shares |
-0.26% |
0.64% |
|
|
|
|||
|
||||||||
Class C Shares |
-0.96% |
0.70% |
6/15/2015 |
|
||||
|
||||||||
Class F Shares |
-0.10% |
1.60% |
6/15/2015 |
|
||||
|
||||||||
Class I Shares |
-0.01% |
1.70% |
6/15/2015 |
|
||||
|
||||||||
Index |
|
|||||||
|
||||||||
50% Bloomberg Barclays Municipal Bond 1-8 Year Index/50% Bloomberg Barclays Municipal High Yield 1-8 Year Index
|
-2.42% |
-1.95% |
6/15/2015 |
|
Investment Adviser. The Funds investment adviser is Lord, Abbett & Co. LLC.
Portfolio Manager.
|
|
|
Portfolio Manager/Title |
Member of
|
|
|
||
Daniel S. Solender, Partner and Director |
2015 |
PURCHASE AND SALE OF FUND SHARES
The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See Choosing a Share Class Investment Minimums in the prospectus for more information.
PROSPECTUS SHORT DURATION HIGH YIELD MUNICIPAL BOND FUND
72
|
|
|
|
|
|
|
|
|
Investment Minimums Initial/Additional Investments |
||||||||
|
||||||||
Class |
A, C, and T |
F |
I |
|||||
|
||||||||
General and IRAs without Invest-A-Matic Investments |
$1,000/No minimum |
N/A |
$1 million minimum |
|||||
|
||||||||
Invest-A-Matic Accounts |
$250/$50 |
N/A |
N/A |
|||||
|
||||||||
IRAs, SIMPLE and SEP Accounts with Payroll Deductions |
No minimum |
N/A |
N/A |
|||||
|
||||||||
Fee-Based Advisory Programs and Retirement and Benefit Plans |
No minimum |
No minimum |
No minimum |
You may sell (redeem) shares through your securities broker, financial professional or financial intermediary. If you have direct account access privileges, you may redeem your shares by contacting the Fund in writing at P.O. Box 219336, Kansas City, MO 64121, by calling 888-522-2388 or by accessing your account online at www.lordabbett.com.
The Funds distributions of interest on municipal bonds generally are not subject to federal income tax; however, the Fund may distribute taxable dividends, including distributions of short-term and long-term capital gains. In addition, interest on certain bonds may be subject to the federal alternative minimum tax. To the extent that the Funds distributions are derived from interest on bonds that are not exempt from applicable state and local taxes, such distributions will be subject to such state and local taxes.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Funds distributor or its affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your individual financial professional to recommend the Fund over another investment. Ask your individual financial professional or visit your financial intermediarys website for more information.
PROSPECTUS SHORT DURATION HIGH YIELD MUNICIPAL BOND FUND
73
|
INVESTMENT OBJECTIVE
The investment objective of the Fund is to seek the maximum amount of interest income exempt from federal income tax as is consistent with reasonable risk. The Fund also seeks as high a level of interest income exempt from California personal income tax as is consistent with reasonable risk.
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and certain members of your family invest, or agree to invest in the future, at least $100,000 in the Lord Abbett Family of Funds. More information about these and other discounts is available from your financial professional and in Sales Charge Reductions and Waivers on page 142 of the prospectus and Purchases, Redemptions, Pricing, and Payments to Dealers on page 8-1 of the statement of additional information (SAI).
|
|
|
|
|
|
|
|
|
Shareholder Fees (Fees paid directly from your investment) |
||||||||
|
||||||||
Class |
A |
C |
F, I, and P |
T |
||||
|
||||||||
Maximum Sales Charge (Load) Imposed on Purchases
|
2.25% |
None |
None |
2.50% |
||||
|
||||||||
Maximum Deferred Sales Charge (Load)
|
None (1) |
1.00% (2) |
None |
None |
PROSPECTUS CALIFORNIA TAX FREE FUND
74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Fund Operating Expenses
|
||||||||||||||
|
||||||||||||||
Class |
A |
C |
F |
I |
P |
T |
||||||||
|
||||||||||||||
Management Fees |
0.45% |
0.45% |
0.45% |
0.45% |
0.45% |
0.45% |
||||||||
|
||||||||||||||
Distribution and Service (12b-1) Fees |
0.20% |
0.83% (3) |
0.10% |
None |
0.45% |
0.25% |
||||||||
|
||||||||||||||
Total Other Expenses |
0.14% |
0.14% |
0.14% |
0.14% |
0.14% |
0.14% (4) |
||||||||
|
||||||||||||||
Interest and Related Expenses from Inverse Floaters |
0.01% |
0.01% |
0.01% |
0.01% |
0.01% |
0.01% (4) |
||||||||
|
||||||||||||||
Other Expenses |
0.13% |
0.13% |
0.13% |
0.13% |
0.13% |
0.13% (4) |
||||||||
|
||||||||||||||
Total Annual Fund Operating Expenses (5) |
0.79% |
1.42% |
0.69% |
0.59% |
1.04% |
0.84% (4) |
(1) |
A contingent deferred sales charge (CDSC) of 1.00% may be assessed on certain Class A shares purchased or acquired without a sales charge if they are redeemed before the first day of the month of the one-year anniversary of the purchase. |
|||||||||||||
(2) |
A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase. |
|||||||||||||
(3) |
The 12b-1 fee the Fund will pay on Class C shares will be a blended rate calculated based on (i) 1.00% of the Funds average daily net assets attributable to shares held for less than one year and (ii) 0.80% of the Funds average daily net assets attributable to shares held for one year or more. All Class C shareholders of the Fund will bear 12b-1 fees at the same rate. |
|||||||||||||
(4) |
Based on estimated amounts for the current fiscal year. |
|||||||||||||
(5) |
For the period from February 1, 2017 through January 31, 2019, Lord, Abbett & Co. LLC has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired funds fees and expenses, and interest related expenses, to an annual rate of 0.61% for each class. This agreement may be terminated only by the Funds Board of Directors. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same, giving effect to the fee waiver and expense reimbursement arrangement described above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Class |
If Shares Are Redeemed |
If Shares Are Not Redeemed |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
1 Year |
3 Years |
5 Years |
10 Years |
1 Year |
3 Years |
5 Years |
10 Years |
||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A Shares |
|
$ |
|
304 |
|
$ |
|
472 |
|
$ |
|
654 |
|
$ |
|
1,181 |
|
$ |
|
304 |
|
$ |
|
472 |
|
$ |
|
654 |
|
$ |
|
1,181 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class C Shares |
|
$ |
|
245 |
|
$ |
|
449 |
|
$ |
|
776 |
|
$ |
|
1,702 |
|
$ |
|
145 |
|
$ |
|
449 |
|
$ |
|
776 |
|
$ |
|
1,702 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class F Shares |
|
$ |
|
70 |
|
$ |
|
221 |
|
$ |
|
384 |
|
$ |
|
859 |
|
$ |
|
70 |
|
$ |
|
221 |
|
$ |
|
384 |
|
$ |
|
859 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class I Shares |
|
$ |
|
60 |
|
$ |
|
189 |
|
$ |
|
329 |
|
$ |
|
738 |
|
$ |
|
60 |
|
$ |
|
189 |
|
$ |
|
329 |
|
$ |
|
738 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class P Shares |
|
$ |
|
106 |
|
$ |
|
331 |
|
$ |
|
574 |
|
$ |
|
1,271 |
|
$ |
|
106 |
|
$ |
|
331 |
|
$ |
|
574 |
|
$ |
|
1,271 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class T Shares |
|
$ |
|
334 |
|
$ |
|
511 |
|
$ |
|
704 |
|
$ |
|
1,261 |
|
$ |
|
334 |
|
$ |
|
511 |
|
$ |
|
704 |
|
$ |
|
1,261 |
PROSPECTUS CALIFORNIA TAX FREE FUND
75
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 8.17% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
In pursuing its investment objective, the Fund uses the volatility of the Barclays Municipal Bond Index as an approximation of reasonable risk. To pursue its investment objective, under normal conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds that pay interest exempt from federal income tax and California personal income tax. If the interest on a municipal bond meets these standards, the Fund will treat the bond as qualifying for purposes of the 80% requirement even if the issuer is located outside of California. As a result, the Fund may invest substantially in municipal bonds issued by or on behalf of issuers located outside of California. The Fund is nondiversified, which means it may invest a greater portion of its assets in a single issuer than a diversified fund.
Under normal conditions, the Fund invests primarily in investment grade municipal bonds, which are bonds that are rated BBB/Baa or higher (at the time of purchase) by an independent rating agency or are unrated but deemed by Lord Abbett to be of comparable quality. The Fund may invest up to 20% of its net assets in municipal bonds rated BB/Ba or lower (at the time of purchase) by an independent rating agency or that are unrated but deemed by Lord Abbett to be of comparable quality (commonly referred to as below investment grade, high yield, or junk bonds).
The Fund may invest in all types of municipal bonds, including general obligation bonds, revenue bonds, municipal leases, and variable rate demand notes. Municipal bonds are debt securities issued by or on behalf of U.S. states, territories (such as Puerto Rico), and possessions and their political subdivisions, agencies, and instrumentalities that provide income that generally is exempt from federal, state, and/or local personal income tax. The Fund may invest in both insured and uninsured municipal bonds.
The Fund may invest up to 20% of its net assets in municipal bonds that pay interest that is subject to the federal alternative minimum tax (AMT), including certain private activity bonds (commonly referred to as AMT paper). Although the Fund is permitted to invest up to 20% of its net assets in fixed income securities that pay interest that is subject to federal and California personal income taxes, the Fund presently has no intention of investing in this manner. These bonds may include municipal bonds issued by other states, which
PROSPECTUS CALIFORNIA TAX FREE FUND
76
may be exempt from federal income tax but not from California income tax. The Fund will not invest more than 25% of its total assets in any industry; however, this limitation does not apply to tax-exempt securities issued by governments or their agencies or instrumentalities. Certain types of municipal securities (including general obligation, general appropriation, municipal leases, special assessment, and special tax bonds) are not considered a part of any industry for purposes of this industry concentration policy. Therefore, the Fund may invest more than 25% of its total assets in these types of municipal securities. The Fund may invest without limitation in securities of issuers located in a single state, territory, municipality, or region.
The Fund may invest up to 15% of its net assets (measured at the time of investment) in illiquid securities.
The Fund may invest up to 20% of its assets in inverse floaters (also known as residual interest bonds), which are a type of derivative investment that provides leveraged exposure to underlying municipal bonds whose interest payments vary inversely with changes in short-term tax-exempt interest rates. These investments are intended to increase the Funds income and potential investment return. The Fund also may invest in other types of derivatives, such as futures, for non-hedging, hedging, or duration management purposes.
The maturity of a security measures the time until final payment is due, whereas duration takes into account the expected pattern of all payments of interest and principal on a security over time, including how these payments are affected by changes in interest rates. The Fund may invest in individual securities of any maturity or duration. Normally, the Fund seeks to maintain a dollar-weighted average maturity of between ten and twenty-five years. The Fund may invest in money market securities and their equivalents, typically for cash management purposes.
The Funds investment team focuses on credit risk analysis, tax-exempt income yield, total return potential, interest rate risk, and call protection in managing its portfolio. The Fund generally will sell a security when the Fund believes the security is less likely to benefit from the current market and economic environment, shows signs of deteriorating fundamentals, or has reached its valuation target, among other reasons. The Fund seeks to remain fully invested in accordance with its investment objective. The Fund may, however, deviate entirely from the investment strategy described above for temporary defensive purposes. The Fund may miss certain investment opportunities if defensive strategies are used and thus may not achieve its investment objective.
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77
PRINCIPAL RISKS
As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund.
The following is a summary of certain risks that could adversely affect the Funds performance or increase volatility:
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Portfolio Management Risk If the strategies used and securities selected by the Funds portfolio management team fail to produce the intended result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, even in a rising market. |
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Market Risk The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions, governmental actions or intervention, political developments, and other factors. Although prices of debt securities tend to rise and fall less dramatically than those of equity securities, they may experience heightened volatility. |
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Fixed Income Securities Risk The Fund is subject to the general risks and considerations associated with investing in debt securities, including the risk that issuers will fail to make timely payments of principal or interest or default altogether. Typically, shorter-term bonds are less volatile than longer-term bonds; however, longer-term bonds typically offer higher yields and more stable interest income than shorter-term bond investments. Lower rated municipal bonds in which the Fund may invest may be more volatile and may decline more in price in response to negative issuer developments or general economic news than higher rated securities. In addition, as interest rates rise, the Funds investments typically will lose value. |
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Municipal Securities Risk Municipal securities are subject to the same risks affecting fixed income securities in general. In addition, the price of municipal securities may be adversely affected by legislative or political changes, tax rulings, judicial action, changes in market and economic conditions, and the fiscal condition of the municipal issuer, including an insolvent municipality filing for bankruptcy. The Fund may be more sensitive to these events and conditions if it invests a substantial portion of its assets in the municipal securities of similar projects (such as those relating to education, health care, housing, transportation, and utilities) or in particular types of municipal securities (such as general obligation bonds, private activity bonds, and special tax bonds) or in the securities of issuers located within a single state, municipality, or geograhic area. The market for municipal securities generally is less liquid than other securities markets, which may make it more difficult for the Fund to sell its municipal securities. |
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Nongovernmental users of facilities financed by tax-exempt revenue bonds (e.g., companies in the electric utility and health care industries) may have difficulty making payments on their obligations in the event of an economic downturn. This would negatively affect the valuation of municipal securities issued by such facilities. |
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Below Investment Grade Municipal Bond Risk Below investment grade municipal bonds typically pay a higher yield than investment grade municipal bonds, but may have greater price fluctuations and have a higher risk of default than investment grade municipal bonds. The market for below investment grade municipal bonds may be less liquid due to such factors as specific municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally, and less secondary market liquidity. This may make such bonds more difficult to sell at an acceptable price, especially during periods of financial distress, increased market volatility, or significant market decline. |
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Nondiversification Risk Because the Fund is nondiversified, it will be more exposed to risks from a single adverse economic, political, or regulatory event than a diversified fund. |
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State Specific Risk Because of the Funds geographic focus, the Fund is more exposed to risks affecting California municipal bond issuers than is a fund that invests more widely. In addition, to the extent that the Fund invests in municipal bonds of issuers located outside California, the Fund may be exposed to risks affecting another state, territory (such as Puerto Rico), or region. As a result, adverse economic conditions in that state, territory, or region are likely to affect the Funds performance. |
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Call Risk A substantial portion of municipal bonds are callable, meaning they give the issuer the right to call or redeem the bonds before maturity. As interest rates decline, these bond issuers may pay off their loans early by buying back the bonds, thus depriving the Fund of above market interest rates. Moreover, the Fund may not recoup the full amount of its initial investment and may have to reinvest the prepayment proceeds in lower yielding securities, securities with greater credit risks, or other less attractive securities. |
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Credit Risk Municipal bonds are subject to the risk that the issuer or guarantor of a security may not make interest and principal payments as they become due or may default altogether. In addition, if the market perceives a deterioration in the creditworthiness of an issuer, the value and liquidity of bonds issued by that issuer may decline. Credit risk varies based upon the economic and fiscal conditions of each issuer and the municipalities, agencies, instrumentalities, and other issuers within the state, territory, or possession. As noted above, to the extent that the Fund holds below investment grade securities, these risks may be heightened. Insured municipal bonds have the |
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PROSPECTUS CALIFORNIA TAX FREE FUND
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credit risk of the insurer in addition to the credit risk of the underlying investment being insured. A decline in the credit quality of private activity bonds usually is directly related to a decline in the credit standing of the private user of the facility. |
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Derivatives Risk Loss may result from the Funds investments in futures contracts, inverse floaters, and other derivative instruments. These instruments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate and substantial losses to the Fund. They also may increase the Funds interest rate risk and may cause the Fund to realize a limited amount of taxable income. Losses also may arise from the failure of a derivative counterparty to meet its contractual obligations. Central clearing of derivatives is intended to decrease counterparty risk but does not make these transactions risk-free. In addition, the Fund will be required to cover its derivatives transactions in accordance with Securities and Exchange Commission guidance. This may include segregating permissible liquid assets to cover its obligations under these transactions and the Fund may have to liquidate positions before it is desirable to do so to fulfill its requirements to segregate. Whether the Funds use of derivatives is successful will depend on, among other things, the Funds ability to correctly forecast market movements and other factors. If the Fund incorrectly forecasts these and other factors, the Funds performance could suffer. |
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The Funds use of inverse floaters may reduce the Funds returns and/or increase the Funds volatility. Inverse floaters typically are more volatile than fixed rate municipal bonds. Distributions on inverse floaters are inversely related to short-term municipal bond interest rates. Therefore, distributions paid to the Fund on its inverse floaters will fall when short-term municipal interest rates rise and will rise when short-term municipal interest rates fall. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment. Holders of inverse floaters bear the risk of the fluctuation in value of the issuing trusts underlying municipal bonds because holders of the floaters have the right to tender their notes back to the trust for payment at par plus accrued interest. This creates effective leverage because the Funds net cash investment is significantly less than the value of the underlying bonds. The leverage ratio increases as the value of the inverse floaters becomes a greater proportion of the value of the municipal bonds deposited into the trust. |
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Extension Risk Rising interest rates may cause an issuer to pay off or retire a debt security later than expected, extending the duration of a bond, making them more sensitive to changes in interest rates. This typically will reduce the bonds value, and cause the Fund to be unable to reinvest in higher yielding securities unless it is willing to incur a loss by selling its current holding. |
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PROSPECTUS CALIFORNIA TAX FREE FUND
80
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Governmental Risk Government actions, including U.S. federal government actions and actions by local, state, and regional governments, could have an adverse effect on municipal bond prices. In addition, the Funds performance may be affected by local, state, and regional factors depending on the states in which the Funds investments are issued. |
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Interest Rate Risk As interest rates rise, prices of bonds (including tax-exempt bonds) generally fall, typically causing the Funds investments to lose value. Additionally, rising interest rates or lack of market participants may lead to decreased liquidity in the fixed income markets. Interest rate changes typically have a greater effect on the price of longer-term bonds, including inverse floaters, than on the price of shorter-term bonds. A wide variety of market factors can cause interest rates to rise, including central bank monetary policy, rising inflation, and changes in general economic conditions. The Fund will be exposed to heightened interest rate risk as interest rates rise from historically low levels. |
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Liquidity/Redemption Risk It may be difficult for the Fund to sell certain securities, including below investment grade municipal bonds, in a timely manner and at their stated value, which could result in losses to the Fund. In addition, the Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid. The Fund may be unable to sell illiquid securities at its desired time or price. As noted, the market for below investment grade municipal bonds generally is less liquid than the market for higher rated bonds, subjecting them to greater price fluctuations. The purchase price and subsequent valuation of illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. Illiquidity can be caused by a variety of factors, including economic conditions, market events, events relating to the issuer, a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities resale. Liquidity risk may be magnified in a rising interest rate environment or other circumstances where investor redemptions from fixed income mutual funds may be higher than normal, causing increased supply in the market due to selling activity. |
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Taxability Risk Although the Fund attempts to purchase only bona fide tax-exempt securities (except for its ability to invest up to 20% of its net assets in municipal bonds that pay interest subject to AMT and fixed income securities that pay interest that is subject to regular federal and California income taxes), there is a risk that a bond issued as tax-exempt may be reclassified by the Internal Revenue Service (IRS) as taxable (for example, |
PROSPECTUS CALIFORNIA TAX FREE FUND
81
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if the bond was issued in a transaction deemed by the IRS to be abusive), creating taxable rather than tax-exempt income. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on certain types of municipal bonds. Additionally, certain other proposals have been introduced that would have the effect of taxing a portion of exempt interest and/or reducing the tax benefits of receiving exempt interest. These legal uncertainties could affect the municipal bond market generally, certain specific segments of the market, or the relative credit quality of particular securities. Additionally, the Funds use of derivatives may increase the amount of distributions taxable to you as ordinary income, increase or decrease the amount of capital gain distributions to you and/or decrease the amount available for distribution to you as exempt-interest dividends. |
An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. For more information on the principal risks of the Fund, please see the More Information About the Funds Principal Risks section in the prospectus.
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Funds returns. Each assumes reinvestment of dividends and distributions. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance is shown for Class P shares because the Fund has not issued Class P shares as of the date of this prospectus. No performance is shown for Class T shares because this class has not completed a full calendar year of operations as of the date of this prospectus.
The bar chart shows changes in the performance of the Funds Class A shares from calendar year to calendar year. This chart does not reflect the sales charge applicable to Class A shares. If the sales charge were reflected, returns would be lower. Performance for the Funds other share classes will vary due to the different expenses each class bears. Updated performance information is available at www.lordabbett.com or by calling 888-522-2388.
PROSPECTUS CALIFORNIA TAX FREE FUND
82
Bar Chart (per calendar year) Class A Shares
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Best Quarter 3rd Q 09 +10.78% |
Worst Quarter 4th Q 08 -7.03% |
The table below shows how the Funds average annual total returns compare to the returns of a securities market index with investment characteristics similar to those of the Fund. The Funds average annual total returns include applicable sales charges.
The after-tax returns of Class A shares included in the table below are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to a tax benefit resulting from realized losses on a sale of Fund shares at the end of the period that is used to offset other gains. Actual after-tax returns depend on an investors tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts (IRAs). After-tax returns for other share classes are not shown in the table and will vary from those shown for Class A shares.
PROSPECTUS CALIFORNIA TAX FREE FUND
83
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Average Annual Total Returns
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Class |
1 Year |
5 Years |
10 Years |
Life of Class |
Inception
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Class A Shares |
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Before Taxes |
-2.08% |
4.31% |
3.66% |
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After Taxes on Distributions |
-2.08% |
4.30% |
3.66% |
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After Taxes on Distributions and Sale of Fund Shares |
0.22% |
4.16% |
3.71% |
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Class C Shares |
-1.46% |
4.09% |
3.22% |
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Class F Shares |
0.24% |
4.88% |
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4.35% |
9/28/2007 |
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Class I Shares |
0.34% |
4.98% |
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6.51% |
1/31/2011 |
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Index |
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Bloomberg Barclays Municipal Bond Index
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0.25% |
3.28% |
4.25% |
4.38%
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9/28/2007
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MANAGEMENT
Investment Adviser. The Funds investment adviser is Lord, Abbett & Co. LLC.
Portfolio Manager.
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Portfolio Manager/Title |
Member of
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Daniel S. Solender, Partner and Director |
2006 |
PURCHASE AND SALE OF FUND SHARES
The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. Class P shares are closed to substantially all new investors. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See Choosing a Share Class Investment Minimums in the prospectus for more information.
PROSPECTUS CALIFORNIA TAX FREE FUND
84
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Investment Minimums Initial/Additional Investments |
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Class |
A, C, and T |
F and P |
I |
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General and IRAs without Invest-A-Matic Investments |
$1,000/No minimum |
N/A |
$1 million minimum |
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Invest-A-Matic Accounts |
$250/$50 |
N/A |
N/A |
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IRAs, SIMPLE and SEP Accounts with Payroll Deductions |
No minimum |
N/A |
N/A |
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Fee-Based Advisory Programs and Retirement and Benefit Plans |
No minimum |
No minimum |
No minimum |
You may sell (redeem) shares through your securities broker, financial professional or financial intermediary. If you have direct account access privileges, you may redeem your shares by contacting the Fund in writing at P.O. Box 219336, Kansas City, MO 64121, by calling 888-522-2388 or by accessing your account online at www.lordabbett.com.
TAX INFORMATION
The Funds distributions of interest on municipal bonds generally are not subject to federal income tax or California personal income tax; however, the Fund may distribute taxable dividends, including distributions of short-term and long-term capital gains. In addition, interest on certain bonds may be subject to the federal alternative minimum tax. To the extent that the Funds distributions are derived from interest on bonds that are not exempt from California personal income tax or local taxes, such distributions will be subject to such state and local taxes.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Funds distributor or its affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your individual financial professional to recommend the Fund over another investment. Ask your individual financial professional or visit your financial intermediarys website for more information.
PROSPECTUS CALIFORNIA TAX FREE FUND
85
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INVESTMENT OBJECTIVE
The investment objective of the Fund is to seek the maximum amount of interest income exempt from federal income tax as is consistent with reasonable risk. The Fund also seeks as high a level of interest income exempt from New Jersey personal income tax as is consistent with reasonable risk.
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and certain members of your family invest, or agree to invest in the future, at least $100,000 in the Lord Abbett Family of Funds. More information about these and other discounts is available from your financial professional and in Sales Charge Reductions and Waivers on page 142 of the prospectus and Purchases, Redemptions, Pricing, and Payments to Dealers on page 8-1 of the statement of additional information (SAI).
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Shareholder Fees (Fees paid directly from your investment) |
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Class |
A |
F, I, and P |
T |
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Maximum Sales Charge (Load) Imposed on Purchases
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2.25% |
None |
2.50% |
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Maximum Deferred Sales Charge (Load)
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None (1) |
None |
None |
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Annual Fund Operating Expenses
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Class |
A |
F |
I |
P |
T |
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Management Fees |
0.45% |
0.45% |
0.45% |
0.45% |
0.45% |
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Distribution and Service (12b-1) Fees |
0.20% |
0.10% |
None |
0.45% |
0.25% |
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Other Expenses |
0.21% |
0.21% |
0.21% |
0.21% |
0.21% (2) |
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Total Annual Fund Operating Expenses |
0.86% |
0.76% |
0.66% |
1.11% |
0.91% (2) |
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Fee Waiver and/or Expense Reimbursement (3) |
(0.04)% |
(0.04)% |
(0.04)% |
(0.04)% |
(0.04)% (2) |
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Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Reimbursement (3) |
0.82% |
0.72% |
0.62% |
1.07% |
0.87% (2) |
(1) |
A contingent deferred sales charge (CDSC) of 1.00% may be assessed on certain Class A shares purchased or acquired without a sales charge if they are redeemed before the first day of the month of the one-year anniversary of the purchase. |
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(2) |
Based on estimated amounts for the current fiscal year. |
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(3) |
For the period from February 1, 2017 through January 31, 2019, Lord, Abbett & Co. LLC has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired funds fees and expenses, and interest related expenses, to an annual rate of 0.62% for each class. This agreement may be terminated only by the Funds Board of Directors. |
PROSPECTUS NEW JERSEY TAX FREE FUND
86
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same, giving effect to the fee waiver and expense reimbursement arrangement described above. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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Class |
If Shares Are Redeemed |
If Shares Are Not Redeemed |
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1 Year |
3 Years |
5 Years |
10 Years |
1 Year |
3 Years |
5 Years |
10 Years |
||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A Shares |
|
$ |
|
307 |
|
$ |
|
485 |
|
$ |
|
683 |
|
$ |
|
1,254 |
|
$ |
|
307 |
|
$ |
|
485 |
|
$ |
|
683 |
|
$ |
|
1,254 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class F Shares |
|
$ |
|
74 |
|
$ |
|
235 |
|
$ |
|
414 |
|
$ |
|
935 |
|
$ |
|
74 |
|
$ |
|
235 |
|
$ |
|
414 |
|
$ |
|
935 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class I Shares |
|
$ |
|
63 |
|
$ |
|
203 |
|
$ |
|
360 |
|
$ |
|
815 |
|
$ |
|
63 |
|
$ |
|
203 |
|
$ |
|
360 |
|
$ |
|
815 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class P Shares |
|
$ |
|
109 |
|
$ |
|
345 |
|
$ |
|
604 |
|
$ |
|
1,344 |
|
$ |
|
109 |
|
$ |
|
345 |
|
$ |
|
604 |
|
$ |
|
1,344 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class T Shares |
|
$ |
|
337 |
|
$ |
|
525 |
|
$ |
|
733 |
|
$ |
|
1,334 |
|
$ |
|
337 |
|
$ |
|
525 |
|
$ |
|
733 |
|
$ |
|
1,334 |
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 12.92% of the average value of its portfolio.
PRINCIPAL INVESTMENT STRATEGIES
In pursuing its investment objective, the Fund uses the volatility of the Barclays Municipal Bond Index as an approximation of reasonable risk. To pursue its investment objective, under normal conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds that pay interest exempt from federal income tax and New Jersey personal income tax. If the interest on a municipal bond meets these standards, the Fund will treat the bond as qualifying for purposes of the 80% requirement even if the issuer is located outside of New Jersey. As a result, the Fund may invest substantially in municipal bonds issued by or on behalf of issuers located outside of New Jersey. The Fund is nondiversified, which means it may invest a greater portion of its assets in a single issuer than a diversified fund.
Under normal conditions, the Fund invests primarily in investment grade municipal bonds, which are bonds that are rated BBB/Baa or higher (at the time of purchase) by an independent rating agency or are unrated but deemed by
PROSPECTUS NEW JERSEY TAX FREE FUND
87
Lord Abbett to be of comparable quality. The Fund may invest up to 20% of its net assets in municipal bonds rated BB/Ba or lower (at the time of purchase) by an independent rating agency or that are unrated but deemed by Lord Abbett to be of comparable quality (commonly referred to as below investment grade, high yield, or junk bonds).
The Fund may invest in all types of municipal bonds, including general obligation bonds, revenue bonds, municipal leases, and variable rate demand notes. Municipal bonds are debt securities issued by or on behalf of U.S. states, territories (such as Puerto Rico), and possessions and their political subdivisions, agencies, and instrumentalities that provide income that generally is exempt from federal, state, and/or local personal income taxes. The Fund may invest in both insured and uninsured municipal bonds.
The Fund may invest up to 20% of its net assets in municipal bonds that pay interest that is subject to the federal alternative minimum tax (AMT), including certain private activity bonds (commonly referred to as AMT paper). Although the Fund is permitted to invest up to 20% of its net assets in fixed income securities that pay interest that is subject to federal and New Jersey personal income taxes, the Fund presently has no intention of investing in this manner. These bonds may include municipal bonds issued by other states, which may be exempt from federal income tax but not from New Jersey income tax. The Fund will not invest more than 25% of its total assets in any industry; however, this limitation does not apply to tax-exempt securities issued by governments or their agencies or instrumentalities. Certain types of municipal securities (including general obligation, general appropriation, municipal leases, special assessment, and special tax bonds) are not considered a part of any industry for purposes of this industry concentration policy. Therefore, the Fund may invest more than 25% of its total assets in these types of municipal securities. The Fund may invest without limitation in securities of issuers located in a single state, territory, municipality, or region.
The Fund may invest up to 15% of its net assets (measured at the time of investment) in illiquid securities.
The Fund may invest up to 20% of its assets in inverse floaters (also known as residual interest bonds), which are a type of derivative investment that provides leveraged exposure to underlying municipal bonds whose interest payments vary inversely with changes in short-term tax-exempt interest rates. These investments are intended to increase the Funds income and potential investment return. The Fund also may invest in other types of derivatives, such as futures, for non-hedging, hedging, or duration management purposes.
The maturity of a security measures the time until final payment is due, whereas duration takes into account the expected pattern of all payments of interest and principal on a security over time, including how these payments are affected by
PROSPECTUS NEW JERSEY TAX FREE FUND
88
changes in interest rates. The Fund may invest in individual securities of any maturity or duration. Normally, the Fund seeks to maintain a dollar-weighted average maturity of between ten and twenty-five years. The Fund may invest in money market securities and their equivalents, typically for cash management purposes.
The Funds investment team focuses on credit risk analysis, tax-exempt income yield, total return potential, interest rate risk, and call protection in managing its portfolio. The Fund generally will sell a security when the Fund believes the security is less likely to benefit from the current market and economic environment, shows signs of deteriorating fundamentals, or has reached its valuation target, among other reasons. The Fund seeks to remain fully invested in accordance with its investment objective. The Fund may, however, deviate entirely from the investment strategy described above for temporary defensive purposes. The Fund may miss certain investment opportunities if defensive strategies are used and thus may not achieve its investment objective.
PRINCIPAL RISKS
As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund.
The following is a summary of certain risks that could adversely affect the Funds performance or increase volatility:
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Portfolio Management Risk If the strategies used and securities selected by the Funds portfolio management team fail to produce the intended result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, even in a rising market. |
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Market Risk The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions, governmental actions or intervention, political developments, and other factors. Although prices of debt securities tend to rise and fall less dramatically than those of equity securities, they may experience heightened volatility. |
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Fixed Income Securities Risk The Fund is subject to the general risks and considerations associated with investing in debt securities, including the risk that issuers will fail to make timely payments of principal or interest or default altogether. Typically, shorter-term bonds are less volatile than longer-term bonds; however, longer-term bonds typically offer higher yields and more stable interest income than shorter-term bond investments. Lower rated municipal bonds in which the Fund may invest may be more volatile and |
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PROSPECTUS NEW JERSEY TAX FREE FUND
89
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may decline more in price in response to negative issuer developments or general economic news than higher rated securities. In addition, as interest rates rise, the Funds investments typically will lose value. |
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Municipal Securities Risk Municipal securities are subject to the same risks affecting fixed income securities in general. In addition, the price of municipal securities may be adversely affected by legislative or political changes, tax rulings, judicial action, changes in market and economic conditions, and the fiscal condition of the municipal issuer, including an insolvent municipality filing for bankruptcy. The Fund may be more sensitive to these events and conditions if it invests a substantial portion of its assets in the municipal securities of similar projects (such as those relating to education, health care, housing, transportation, and utilities) or in particular types of municipal securities (such as general obligation bonds, private activity bonds, and special tax bonds) or in the securities of issuers located within a single state, municipality, or geographic area. The market for municipal securities generally is less liquid than other securities markets, which may make it more difficult for the Fund to sell its municipal securities. Nongovernmental users of facilities financed by tax-exempt revenue bonds (e.g., companies in the electric utility and health care industries) may have difficulty making payments on their obligations in the event of an economic downturn. This would negatively affect the valuation of municipal securities issued by such facilities. |
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Below Investment Grade Municipal Bond Risk Below investment grade municipal bonds typically pay a higher yield than investment grade municipal bonds, but may have greater price fluctuations and have a higher risk of default than investment grade municipal bonds. The market for below investment grade municipal bonds may be less liquid due to such factors as specific municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally, and less secondary market liquidity. This may make such bonds more difficult to sell at an acceptable price, especially during periods of financial distress, increased market volatility, or significant market decline. |
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Nondiversification Risk Because the Fund is nondiversified, it will be more exposed to risks from a single adverse economic, political, or regulatory event than a diversified fund. |
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State Specific Risk Because of the Funds geographic focus, the Fund is more exposed to risks affecting New Jersey municipal bond issuers than is a fund that invests more widely. In addition, to the extent that the Fund invests in municipal bonds of issuers located outside New Jersey, the Fund may be exposed to risks affecting another state, territory (such as Puerto Rico), or region. As a result, adverse economic conditions in that state, territory, or region are likely to affect the Funds performance. |
PROSPECTUS NEW JERSEY TAX FREE FUND
90
|
Call Risk A substantial portion of municipal bonds are callable, meaning they give the issuer the right to call or redeem the bonds before maturity. As interest rates decline, these bond issuers may pay off their loans early by buying back the bonds, thus depriving the Fund of above market interest rates. Moreover, the Fund may not recoup the full amount of its initial investment and may have to reinvest the prepayment proceeds in lower yielding securities, securities with greater credit risks, or other less attractive securities. |
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Credit Risk Municipal bonds are subject to the risk that the issuer or guarantor of a security may not make interest and principal payments as they become due or may default altogether. In addition, if the market perceives a deterioration in the creditworthiness of an issuer, the value and liquidity of bonds issued by that issuer may decline. Credit risk varies based upon the economic and fiscal conditions of each issuer and the municipalities, agencies, instrumentalities, and other issuers within the state, territory, or possession. As noted above, to the extent that the Fund holds below investment grade securities, these risks may be heightened. Insured municipal bonds have the credit risk of the insurer in addition to the credit risk of the underlying investment being insured. A decline in the credit quality of private activity bonds usually is directly related to a decline in the credit standing of the private user of the facility. |
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Derivatives Risk Loss may result from the Funds investments in futures contracts, inverse floaters, and other derivative instruments. These instruments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate and substantial losses to the Fund. They also may increase the Funds interest rate risk and may cause the Fund to realize a limited amount of taxable income. Losses also may arise from the failure of a derivative counterparty to meet its contractual obligations. Central clearing of derivatives is intended to decrease counterparty risk but does not make these transactions risk-free. In addition, the Fund will be required to cover its derivatives transactions in accordance with Securities and Exchange Commission guidance. This may include segregating permissible liquid assets to cover its obligations under these transactions and the Fund may have to liquidate positions before it is desirable to do so to fulfill its requirements to segregate. Whether the Funds use of derivatives is successful will depend on, among other things, the Funds ability to correctly forecast market movements and other factors. If the Fund incorrectly forecasts these and other factors, the Funds performance could suffer. |
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The Funds use of inverse floaters may reduce the Funds returns and/or increase the Funds volatility. Inverse floaters typically are more volatile than fixed rate municipal bonds. Distributions on inverse floaters are inversely related to short-term municipal bond interest rates. Therefore, distributions paid to the Fund on its inverse floaters will fall when short-term municipal |
PROSPECTUS NEW JERSEY TAX FREE FUND
91
|
interest rates rise and will rise when short-term municipal interest rates fall. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment. Holders of inverse floaters bear the risk of the fluctuation in value of the issuing trusts underlying municipal bonds because holders of the floaters have the right to tender their notes back to the trust for payment at par plus accrued interest. This creates effective leverage because the Funds net cash investment is significantly less than the value of the underlying bonds. The leverage ratio increases as the value of the inverse floaters becomes a greater proportion of the value of the municipal bonds deposited into the trust. |
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Extension Risk Rising interest rates may cause an issuer to pay off or retire a debt security later than expected, extending the duration of a bond, making them more sensitive to changes in interest rates. This typically will reduce the bonds value, and cause the Fund to be unable to reinvest in higher yielding securities unless it is willing to incur a loss by selling its current holding. |
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Governmental Risk Government actions, including U.S. federal government actions and actions by local, state, and regional governments, could have an adverse effect on municipal bond prices. In addition, the Funds performance may be affected by local, state, and regional factors depending on the states in which the Funds investments are issued. |
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Interest Rate Risk As interest rates rise, prices of bonds (including tax-exempt bonds) generally fall, typically causing the Funds investments to lose value. Additionally, rising interest rates or lack of market participants may lead to decreased liquidity in the fixed income markets. Interest rate changes typically have a greater effect on the price of longer-term bonds, including inverse floaters, than on the price of shorter-term bonds. A wide variety of market factors can cause interest rates to rise, including central bank monetary policy, rising inflation, and changes in general economic conditions. The Fund will be exposed to heightened interest rate risk as interest rates rise from historically low levels. |
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Liquidity/Redemption Risk It may be difficult for the Fund to sell certain securities, including below investment grade municipal bonds, in a timely manner and at their stated value, which could result in losses to the Fund. In addition, the Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid. The Fund may be unable to sell illiquid securities at its desired time or price. As noted, the market for below investment grade municipal bonds generally is less liquid than the market for higher rated |
PROSPECTUS NEW JERSEY TAX FREE FUND
92
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bonds, subjecting them to greater price fluctuations. The purchase price and subsequent valuation of illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. Illiquidity can be caused by a variety of factors, including economic conditions, market events, events relating to the issuer, a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities resale. Liquidity risk may be magnified in a rising interest rate environment or other circumstances where investor redemptions from fixed income mutual funds may be higher than normal, causing increased supply in the market due to selling activity. |
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Taxability Risk Although the Fund attempts to purchase only bona fide tax-exempt securities (except for its ability to invest up to 20% of its net assets in municipal bonds that pay interest subject to AMT and fixed income securities that pay interest that is subject to regular federal and New Jersey income taxes), there is a risk that a bond issued as tax-exempt may be reclassified by the Internal Revenue Service (IRS) as taxable (for example, if the bond was issued in a transaction deemed by the IRS to be abusive), creating taxable rather than tax-exempt income. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on certain types of municipal bonds. Additionally, certain other proposals have been introduced that would have the effect of taxing a portion of exempt interest and/or reducing the tax benefits of receiving exempt interest. These legal uncertainties could affect the municipal bond market generally, certain specific segments of the market, or the relative credit quality of particular securities. Additionally, the Funds use of derivatives may increase the amount of distributions taxable to you as ordinary income, increase or decrease the amount of capital gain distributions to you and/or decrease the amount available for distribution to you as exempt-interest dividends. |
An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. For more information on the principal risks of the Fund, please see the More Information About the Funds Principal Risks section in the prospectus.
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Funds returns. Each assumes reinvestment of dividends and distributions. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance is shown for Class P shares because the Fund has
PROSPECTUS NEW JERSEY TAX FREE FUND
93
not issued Class P shares as of the date of this prospectus. No performance is shown for Class T shares because this class has not completed a full calendar year of operations as of the date of this prospectus.
The bar chart shows changes in the performance of the Funds Class A shares from calendar year to calendar year. This chart does not reflect the sales charge applicable to Class A shares. If the sales charge were reflected, returns would be lower. Performance for the Funds other share classes will vary due to the different expenses each class bears. Updated performance information is available at www.lordabbett.com or by calling 888-522-2388.
Bar Chart (per calendar year) Class A Shares
|
|
|
Best Quarter 3rd Q 09 +9.08% |
Worst Quarter 4th Q 08 -8.57% |
The table below shows how the Funds average annual total returns compare to the returns of a securities market index with investment characteristics similar to those of the Fund. The Funds average annual total returns include applicable sales charges.
The after-tax returns of Class A shares included in the table below are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to a tax benefit resulting from realized losses on a sale of Fund shares at the end of the period that is used to offset other gains. Actual after-tax returns depend on an investors tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts (IRAs). After-tax returns for other share classes are not shown in the table and will vary from those shown for Class A shares.
PROSPECTUS NEW JERSEY TAX FREE FUND
94
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Average Annual Total Returns
|
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Class |
1 Year |
5 Years |
10 Years |
Life of Class |
Inception
|
|||||||
|
||||||||||||
Class A Shares |
||||||||||||
|
||||||||||||
Before Taxes |
-1.16% |
3.32% |
3.10% |
|
|
|||||||
|
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After Taxes on Distributions |
-1.16% |
3.32% |
3.09% |
|
|
|||||||
|
||||||||||||
After Taxes on Distributions and Sale of Fund Shares |
0.70% |
3.37% |
3.25% |
|
|
|||||||
|
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Class F Shares |
0.94% |
3.89% |
|
3.73% |
9/28/2007 |
|||||||
|
||||||||||||
Class I Shares |
1.25% |
4.08% |
|
5.51% |
1/31/2011 |
|||||||
|
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Index |
|
|
||||||||||
|
||||||||||||
Bloomberg Barclays Municipal Bond Index
|
0.25% |
3.28% |
4.25% |
4.38%
|
9/28/2007
|
MANAGEMENT
Investment Adviser. The Funds investment adviser is Lord, Abbett & Co. LLC.
Portfolio Managers.
|
|
|
Portfolio Manager/Title |
Member of
|
|
|
||
Daniel S. Solender, Partner and Director |
2006 |
|
|
||
Philip B. Herman, Portfolio Manager |
2010 |
PURCHASE AND SALE OF FUND SHARES
The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. Class P shares are closed to substantially all new investors. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See Choosing a Share Class Investment Minimums in the prospectus for more information.
PROSPECTUS NEW JERSEY TAX FREE FUND
95
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Investment Minimums Initial/Additional Investments |
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|
||||||||
Class |
A and T |
F and P |
I |
|||||
|
||||||||
General and IRAs without Invest-A-Matic Investments |
$1,000/No minimum |
N/A |
$1 million minimum |
|||||
|
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Invest-A-Matic Accounts |
$250/$50 |
N/A |
N/A |
|||||
|
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IRAs, SIMPLE and SEP Accounts with Payroll Deductions |
No minimum |
N/A |
N/A |
|||||
|
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Fee-Based Advisory Programs and Retirement
|
No minimum |
No minimum |
No minimum |
You may sell (redeem) shares through your securities broker, financial professional or financial intermediary. If you have direct account access privileges, you may redeem your shares by contacting the Fund in writing at P.O. Box 219336, Kansas City, MO 64121, by calling 888-522-2388 or by accessing your account online at www.lordabbett.com.
TAX INFORMATION
The Funds distributions of interest on municipal bonds generally are not subject to federal income tax or New Jersey personal income tax; however, the Fund may distribute taxable dividends, including distributions of short-term and long-term capital gains. In addition, interest on certain bonds may be subject to the federal alternative minimum tax. To the extent that the Funds distributions are derived from interest on bonds that are not exempt from New Jersey personal income tax or local taxes, such distributions will be subject to such state and local taxes.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Funds distributor or its affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your individual financial professional to recommend the Fund over another investment. Ask your individual financial professional or visit your financial intermediarys website for more information.
PROSPECTUS NEW JERSEY TAX FREE FUND
96
|
INVESTMENT OBJECTIVE
The investment objective of the Fund is to seek the maximum amount of interest income exempt from federal income tax as is consistent with reasonable risk. The Fund also seeks as high a level of interest income exempt from the personal income tax of New York State as is consistent with reasonable risk. The Fund also seeks as high a level of interest income exempt from New York City personal income tax as is consistent with reasonable risk.
FEES AND EXPENSES
This table describes the fees and expenses that you may pay if you buy and hold shares of the Fund. You may qualify for sales charge discounts if you and certain members of your family invest, or agree to invest in the future, at least $100,000 in the Lord Abbett Family of Funds. More information about these and other discounts is available from your financial professional and in Sales Charge Reductions and Waivers on page 142 of the prospectus and Purchases, Redemptions, Pricing, and Payments to Dealers on page 8-1 of the statement of additional information (SAI).
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Shareholder Fees (Fees paid directly from your investment) |
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|
||||||||
Class |
A |
C |
F, I, and P |
T |
||||
|
||||||||
Maximum Sales Charge (Load) Imposed on Purchases
|
2.25% |
None |
None |
2.50% |
||||
|
||||||||
Maximum Deferred Sales Charge (Load)
|
None (1) |
1.00% (2) |
None |
None |
PROSPECTUS NEW YORK TAX FREE FUND
97
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Annual Fund Operating Expenses
|
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|
||||||||||||||
Class |
A |
C |
F |
I |
P |
T |
||||||||
|
||||||||||||||
Management Fees |
0.45% |
0.45% |
0.45% |
0.45% |
0.45% |
0.45% |
||||||||
|
||||||||||||||
Distribution and Service (12b-1) Fees |
0.20% |
0.84% (3) |
0.10% |
None |
0.45% |
0.25% |
||||||||
|
||||||||||||||
Total Other Expenses |
0.13% |
0.13% |
0.13% |
0.13% |
0.13% |
0.13% (4) |
||||||||
|
||||||||||||||
Total Annual Fund Operating Expenses (5) |
0.78% |
1.42% |
0.68% |
0.58% |
1.03% |
0.83% (4) |
(1) |
A contingent deferred sales charge (CDSC) of 1.00% may be assessed on certain Class A shares purchased or acquired without a sales charge if they are redeemed before the first day of the month of the one-year anniversary of the purchase. |
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(2) |
A CDSC of 1.00% may be assessed on Class C shares if they are redeemed before the first anniversary of their purchase. |
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(3) |
The 12b-1 fee the Fund will pay on Class C shares will be a blended rate calculated based on (i) 1.00% of the Funds average daily net assets attributable to shares held for less than one year and (ii) 0.80% of the Funds average daily net assets attributable to shares held for one year or more. All Class C shareholders of the Fund will bear 12b-1 fees at the same rate. |
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(4) |
Based on estimated amounts for the current fiscal year. |
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(5) |
These amounts include interest and related expenses from inverse floaters of less than 0.01%. |
Example
This Example is intended to help you compare the cost of investing in the Fund with the cost of investing in other mutual funds. The Example assumes that you invest $10,000 in the Fund for the time periods indicated and then redeem all of your shares at the end of those periods. The Example also assumes that your investment has a 5% return each year and that the Funds operating expenses remain the same. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
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Class |
If Shares Are Redeemed |
If Shares Are Not Redeemed |
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|
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|
1 Year |
3 Years |
5 Years |
10 Years |
1 Year |
3 Years |
5 Years |
10 Years |
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|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A Shares |
|
$ |
|
303 |
|
$ |
|
469 |
|
$ |
|
649 |
|
$ |
|
1,169 |
|
$ |
|
303 |
|
$ |
|
469 |
|
$ |
|
649 |
|
$ |
|
1,169 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class C Shares |
|
$ |
|
245 |
|
$ |
|
449 |
|
$ |
|
776 |
|
$ |
|
1,702 |
|
$ |
|
145 |
|
$ |
|
449 |
|
$ |
|
776 |
|
$ |
|
1,702 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class F Shares |
|
$ |
|
69 |
|
$ |
|
218 |
|
$ |
|
379 |
|
$ |
|
847 |
|
$ |
|
69 |
|
$ |
|
218 |
|
$ |
|
379 |
|
$ |
|
847 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class I Shares |
|
$ |
|
59 |
|
$ |
|
186 |
|
$ |
|
324 |
|
$ |
|
726 |
|
$ |
|
59 |
|
$ |
|
186 |
|
$ |
|
324 |
|
$ |
|
726 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class P Shares |
|
$ |
|
105 |
|
$ |
|
328 |
|
$ |
|
569 |
|
$ |
|
1,259 |
|
$ |
|
105 |
|
$ |
|
328 |
|
$ |
|
569 |
|
$ |
|
1,259 |
||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class T Shares |
|
$ |
|
333 |
|
$ |
|
508 |
|
$ |
|
699 |
|
$ |
|
1,250 |
|
$ |
|
333 |
|
$ |
|
508 |
|
$ |
|
699 |
|
$ |
|
1,250 |
Portfolio Turnover. The Fund pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs and may result in higher taxes when Fund shares are held in a taxable account. These costs, which are not reflected in the annual fund operating expenses or in the example, affect the Funds performance. During the most recent fiscal year, the Funds portfolio turnover rate was 19.60% of the average value of its portfolio.
PROSPECTUS NEW YORK TAX FREE FUND
98
PRINCIPAL INVESTMENT STRATEGIES
In pursuing its investment objective, the Fund uses the volatility of the Barclays Municipal Bond Index as an approximation of reasonable risk. To pursue its investment objective, under normal conditions, the Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds that pay interest exempt from federal, New York State, and New York City personal income tax. If the interest on a municipal bond meets these standards, the Fund will treat the bond as qualifying for purposes of the 80% requirement even if the issuer is located outside of New York State or New York City. As a result, the Fund may invest substantially in municipal bonds issued by or on behalf of issuers located outside of New York State. The Fund is nondiversified, which means it may invest a greater portion of its assets in a single issuer than a diversified fund.
Under normal conditions, the Fund invests primarily in investment grade municipal bonds, which are bonds that are rated BBB/Baa or higher (at the time of purchase) by an independent rating agency or are unrated but deemed by Lord Abbett to be of comparable quality. The Fund may invest up to 20% of its net assets in municipal bonds rated BB/Ba or lower (at the time of purchase) by an independent rating agency or that are unrated but deemed by Lord Abbett to be of comparable quality (commonly referred to as below investment grade, high yield, or junk bonds).
The Fund may invest in all types of municipal bonds, including general obligation bonds, revenue bonds, municipal leases, and variable rate demand notes. Municipal bonds are debt securities issued by or on behalf of U.S. states, territories (such as Puerto Rico), and possessions and their political subdivisions, agencies, and instrumentalities that provide income that generally is exempt from federal, state, and/or local personal income taxes. The Fund may invest in both insured and uninsured municipal bonds.
The Fund may invest up to 20% of its net assets in municipal bonds that pay interest that is subject to the federal alternative minimum tax (AMT), including certain private activity bonds (commonly referred to as AMT paper). Although the Fund is permitted to invest up to 20% of its net assets in fixed income securities that pay interest that is subject to federal, New York State, and New York City income taxes, the Fund presently has no intention of investing in this manner. These bonds may include municipal bonds issued by other states, which may be exempt from federal income tax but not from New York State and New York City income taxes. The Fund will not invest more than 25% of its total assets in any industry; however, this limitation does not apply to tax-exempt securities issued by governments or their agencies or instrumentalities. Certain types of municipal securities (including general obligation, general appropriation, municipal leases, special assessment, and special tax bonds) are not considered a part of any industry for purposes of this industry concentration
PROSPECTUS NEW YORK TAX FREE FUND
99
policy. Therefore, the Fund may invest more than 25% of its total assets in these types of municipal securities. The Fund may invest without limitation in securities of issuers located in a single state, territory, municipality, or region.
The Fund may invest up to 15% of its net assets (measured at the time of investment) in illiquid securities.
The Fund may invest up to 20% of its net assets in inverse floaters (also known as residual interest bonds), which are a type of derivative investment that provides leveraged exposure to underlying municipal bonds whose interest payments vary inversely with changes in short-term tax-exempt interest rates. These investments are intended to increase the Funds income and potential investment return. The Fund also may invest in other types of derivatives, such as futures, for non-hedging, hedging, or duration management purposes.
The maturity of a security measures the time until final payment is due, whereas duration takes into account the expected pattern of all payments of interest and principal on a security over time, including how these payments are affected by changes in interest rates. The Fund may invest in individual securities of any maturity or duration. Normally, the Fund seeks to maintain a dollar-weighted average maturity of between ten and twenty-five years. The Fund may invest in money market securities and their equivalents, typically for cash management purposes.
The Funds investment team focuses on credit risk analysis, tax-exempt income yield, total return potential, interest rate risk, and call protection in managing its portfolio. The Fund generally will sell a security when the Fund believes the security is less likely to benefit from the current market and economic environment, shows signs of deteriorating fundamentals, or has reached its valuation target, among other reasons. The Fund seeks to remain fully invested in accordance with its investment objective. The Fund may, however, deviate entirely from the investment strategy described above for temporary defensive purposes. The Fund may miss certain investment opportunities if defensive strategies are used and thus may not achieve its investment objective.
PRINCIPAL RISKS
As with any investment in a mutual fund, investing in the Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in the Fund.
The following is a summary of certain risks that could adversely affect the Funds performance or increase volatility:
PROSPECTUS NEW YORK TAX FREE FUND
100
|
Portfolio Management Risk If the strategies used and securities selected by the Funds portfolio management team fail to produce the intended result, the Fund may suffer losses or underperform other funds with the same investment objective or strategies, even in a rising market. |
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|
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|
Market Risk The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions, governmental actions or intervention, political developments, and other factors. Although prices of debt securities tend to rise and fall less dramatically than those of equity securities, they may experience heightened volatility. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Fixed Income Securities Risk The Fund is subject to the general risks and considerations associated with investing in debt securities, including the risk that issuers will fail to make timely payments of principal or interest or default altogether. Typically, shorter-term bonds are less volatile than longer-term bonds; however, longer-term bonds typically offer higher yields and more stable interest income than shorter-term bond investments. Lower rated municipal bonds in which the Fund may invest may be more volatile and may decline more in price in response to negative issuer developments or general economic news than higher rated securities. In addition, as interest rates rise, the Funds investments typically will lose value. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Municipal Securities Risk Municipal securities are subject to the same risks affecting fixed income securities in general. In addition, the price of municipal securities may be adversely affected by legislative or political changes, tax rulings, judicial action, changes in market and economic conditions, and the fiscal condition of the municipal issuer, including an insolvent municipality filing for bankruptcy. The Fund may be more sensitive to these events and conditions if it invests a substantial portion of its assets in the municipal securities of similar projects (such as those relating to education, health care, housing, transportation, and utilities) or in particular types of municipal securities (such as general obligation bonds, private activity bonds, and special tax bonds) or in the securities of issuers located within a single state, municipality, or geographic area. The market for municipal securities generally is less liquid than other securities markets, which may make it more difficult for the Fund to sell its municipal securities. Nongovernmental users of facilities financed by tax-exempt revenue bonds (e.g., companies in the electric utility and health care industries) may have difficulty making payments on their obligations in the event of an economic downturn. This would negatively affect the valuation of municipal securities issued by such facilities. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Below Investment Grade Municipal Bond Risk Below investment grade municipal bonds typically pay a higher yield than investment grade municipal bonds, but may have greater price fluctuations and have a higher risk of default |
PROSPECTUS NEW YORK TAX FREE FUND
101
|
than investment grade municipal bonds. The market for below investment grade municipal bonds may be less liquid due to such factors as specific municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally, and less secondary market liquidity. This may make such bonds more difficult to sell at an acceptable price, especially during periods of financial distress, increased market volatility, or significant market decline. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Nondiversification Risk Because the Fund is nondiversified, it will be more exposed to risks from a single adverse economic, political, or regulatory event than a diversified fund. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
State Specific Risk Because of the Funds geographic focus, the Fund is more exposed to risks affecting New York State and New York City municipal bond issuers than is a fund that invests more widely. In addition, to the extent that the Fund invests in municipal bonds of issuers located outside New York State and New York City, the Fund may be exposed to risks affecting another state, city, territory (such as Puerto Rico), or region. As a result, adverse economic conditions in that state, city, territory, or region are likely to affect the Funds performance. |
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|
Call Risk A substantial portion of municipal bonds are callable, meaning they give the issuer the right to call or redeem the bonds before maturity. As interest rates decline, these bond issuers may pay off their loans early by buying back the bonds, thus depriving the Fund of above market interest rates. Moreover, the Fund may not recoup the full amount of its initial investment and may have to reinvest the prepayment proceeds in lower yielding securities, securities with greater credit risks, or other less attractive securities. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Credit Risk Municipal bonds are subject to the risk that the issuer or guarantor of a security may not make interest and principal payments as they become due or may default altogether. In addition, if the market perceives a deterioration in the creditworthiness of an issuer, the value and liquidity of bonds issued by that issuer may decline. Credit risk varies based upon the economic and fiscal conditions of each issuer and the municipalities, agencies, instrumentalities, and other issuers within the state, territory, or possession. As noted above, to the extent that the Fund holds below investment grade securities, these risks may be heightened. Insured municipal bonds have the credit risk of the insurer in addition to the credit risk of the underlying investment being insured. A decline in the credit quality of private activity bonds usually is directly related to a decline in the credit standing of the private user of the facility. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Derivatives Risk Loss may result from the Funds investments in futures contracts, inverse floaters, and other derivative instruments. These instruments may be illiquid, difficult to price, and leveraged so that small changes may produce disproportionate and substantial losses to the Fund. |
PROSPECTUS NEW YORK TAX FREE FUND
102
|
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|
They also may increase the Funds interest rate risk and may cause the Fund to realize a limited amount of taxable income. Losses also may arise from the failure of a derivative counterparty to meet its contractual obligations. Central clearing of derivatives is intended to decrease counterparty risk but does not make these transactions risk-free. In addition, the Fund will be required to cover its derivatives transactions in accordance with Securities and Exchange Commission guidance. This may include segregating permissible liquid assets to cover its obligations under these transactions and the Fund may have to liquidate positions before it is desirable to do so to fulfill its requirements to segregate. Whether the Funds use of derivatives is successful will depend on, among other things, the Funds ability to correctly forecast market movements and other factors. If the Fund incorrectly forecasts these and other factors, the Funds performance could suffer. |
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|
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The Funds use of inverse floaters may reduce the Funds returns and/or increase the Funds volatility. Inverse floaters typically are more volatile than fixed rate municipal bonds. Distributions on inverse floaters are inversely related to short-term municipal bond interest rates. Therefore, distributions paid to the Fund on its inverse floaters will fall when short-term municipal interest rates rise and will rise when short-term municipal interest rates fall. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment. Holders of inverse floaters bear the risk of the fluctuation in value of the issuing trusts underlying municipal bonds because holders of the floaters have the right to tender their notes back to the trust for payment at par plus accrued interest. This creates effective leverage because the Funds net cash investment is significantly less than the value of the underlying bonds. The leverage ratio increases as the value of the inverse floaters becomes a greater proportion of the value of the municipal bonds deposited into the trust. |
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|
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|
Extension Risk Rising interest rates may cause an issuer to pay off or retire a debt security later than expected, extending the duration of a bond, making them more sensitive to changes in interest rates. This typically will reduce the bonds value, and cause the Fund to be unable to reinvest in higher yielding securities unless it is willing to incur a loss by selling its current holding. |
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|
Governmental Risk Government actions, including U.S. federal government actions and actions by local, state, and regional governments, could have an adverse effect on municipal bond prices. In addition, the Funds performance may be affected by local, state, and regional factors depending on the states in which the Funds investments are issued. |
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|
Interest Rate Risk As interest rates rise, prices of bonds (including tax-exempt bonds) generally fall, typically causing the Funds investments to lose value. Additionally, rising interest rates or lack of market participants may |
PROSPECTUS NEW YORK TAX FREE FUND
103
|
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lead to decreased liquidity in the fixed income markets. Interest rate changes typically have a greater effect on the price of longer-term bonds, including inverse floaters, than on the price of shorter-term bonds. A wide variety of market factors can cause interest rates to rise, including central bank monetary policy, rising inflation, and changes in general economic conditions. The Fund will be exposed to heightened interest rate risk as interest rates rise from historically low levels. |
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|
Liquidity/Redemption Risk It may be difficult for the Fund to sell certain securities, including below investment grade municipal bonds, in a timely manner and at their stated value, which could result in losses to the Fund. In addition, the Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities the Fund intends to sell have decreased in value or are illiquid. The Fund may be unable to sell illiquid securities at its desired time or price. As noted, the market for below investment grade municipal bonds generally is less liquid than the market for higher rated bonds, subjecting them to greater price fluctuations. The purchase price and subsequent valuation of illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. Illiquidity can be caused by a variety of factors, including economic conditions, market events, events relating to the issuer, a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities resale. Liquidity risk may be magnified in a rising interest rate environment or other circumstances where investor redemptions from fixed income mutual funds may be higher than normal, causing increased supply in the market due to selling activity. |
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|
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|
Taxability Risk Although the Fund attempts to purchase only bona fide tax-exempt securities (except for its ability to invest up to 20% of its net assets in municipal bonds that pay interest subject to AMT and fixed income securities that pay interest that is subject to regular federal income tax, New York State, and New York City personal income taxes), there is a risk that a bond issued as tax-exempt may be reclassified by the Internal Revenue Service (IRS) as taxable (for example, if the bond was issued in a transaction deemed by the IRS to be abusive), creating taxable rather than tax-exempt income. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on certain types of municipal bonds. Additionally, certain other proposals have been introduced that would have the effect of taxing a portion of exempt interest and/or reducing the tax benefits of receiving exempt interest. These legal uncertainties could affect the municipal bond market generally, certain specific segments of the market, or the relative credit quality of particular |
PROSPECTUS NEW YORK TAX FREE FUND
104
|
securities. Additionally, the Funds use of derivatives may increase the amount of distributions taxable to you as ordinary income, increase or decrease the amount of capital gain distributions to you and/or decrease the amount available for distribution to you as exempt-interest dividends. |
An investment in the Fund is not a deposit of any bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. For more information on the principal risks of the Fund, please see the More Information About the Funds Principal Risks section in the prospectus.
PERFORMANCE
The bar chart and table below provide some indication of the risks of investing in the Fund by illustrating the variability of the Funds returns. Each assumes reinvestment of dividends and distributions. The Funds past performance, before and after taxes, is not necessarily an indication of how the Fund will perform in the future. No performance is shown for Class P shares because the Fund has not issued Class P shares as of the date of this prospectus. No performance is shown for Class T shares because this class has not completed a full calendar year of operations as of the date of this prospectus.
The bar chart shows changes in the performance of the Funds Class A shares from calendar year to calendar year. This chart does not reflect the sales charge applicable to Class A shares. If the sales charge were reflected, returns would be lower. Performance for the Funds other share classes will vary due to the different expenses each class bears. Updated performance information is available at www.lordabbett.com or by calling 888-522-2388.
Bar Chart (per calendar year) Class A Shares
|
|
|
Best Quarter 3rd Q 09 +9.49% |
Worst Quarter 3rd Q 08 -6.36% |
PROSPECTUS NEW YORK TAX FREE FUND
105
The table below shows how the Funds average annual total returns compare to the returns of a securities market index with investment characteristics similar to those of the Fund. The Funds average annual total returns include applicable sales charges.
The after-tax returns of Class A shares included in the table below are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. In some cases, the return after taxes on distributions and sale of Fund shares may exceed the return before taxes due to a tax benefit resulting from realized losses on a sale of Fund shares at the end of the period that is used to offset other gains. Actual after-tax returns depend on an investors tax situation and may differ from those shown. The after-tax returns shown are not relevant to investors who hold their Fund shares through tax-deferred arrangements such as 401(k) plans or Individual Retirement Accounts (IRAs). After-tax returns for other share classes are not shown in the table and will vary from those shown for Class A shares.
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Average Annual Total Returns
|
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|
||||||||||||
Class |
1 Year |
5 Years |
10 Years |
Life of Class |
Inception
|
|||||||
|
||||||||||||
Class A Shares |
||||||||||||
|
||||||||||||
Before Taxes |
-1.72% |
3.49% |
3.53% |
|
|
|||||||
|
||||||||||||
After Taxes on Distributions |
-1.72% |
3.49% |
3.53% |
|
|
|||||||
|
||||||||||||
After Taxes on Distributions and Sale of Fund Shares |
0.20% |
3.45% |
3.58% |
|
|
|||||||
|
||||||||||||
Class C Shares |
-1.09% |
3.30% |
3.09% |
|
|
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|
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Class F Shares |
0.64% |
4.07% |
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4.15% |
9/28/2007 |
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Class I Shares |
0.73% |
4.18% |
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5.33% |
1/31/2011 |
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Index |
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Bloomberg Barclays Municipal Bond Index
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0.25% |
3.28% |
4.25% |
4.38%
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9/28/2007
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MANAGEMENT
Investment Adviser. The Funds investment adviser is Lord, Abbett & Co. LLC.
Portfolio Managers.
PROSPECTUS NEW YORK TAX FREE FUND
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Portfolio Manager/Title |
Member of
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Daniel S. Solender, Partner and Director |
2006 |
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Philip B. Herman, Portfolio Manager |
2010 |
PURCHASE AND SALE OF FUND SHARES
The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. Class P shares are closed to substantially all new investors. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs. See Choosing a Share Class Investment Minimums in the prospectus for more information.
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Investment Minimums Initial/Additional Investments |
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Class |
A, C, and T |
F and P |
I |
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General and IRAs without Invest-A-Matic Investments |
$1,000/No minimum |
N/A |
$1 million minimum |
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Invest-A-Matic Accounts |
$250/$50 |
N/A |
N/A |
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IRAs, SIMPLE and SEP Accounts with Payroll Deductions |
No minimum |
N/A |
N/A |
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Fee-Based Advisory Programs and Retirement and Benefit Plans |
No minimum |
No minimum |
No minimum |
You may sell (redeem) shares through your securities broker, financial professional or financial intermediary. If you have direct account access privileges, you may redeem your shares by contacting the Fund in writing at P.O. Box 219336, Kansas City, MO 64121, by calling 888-522-2388 or by accessing your account online at www.lordabbett.com.
TAX INFORMATION
The Funds distributions of interest on municipal bonds generally are not subject to federal income tax or New York State or New York City personal income tax; however, the Fund may distribute taxable dividends, including distributions of short-term and long-term capital gains. In addition, interest on certain bonds may be subject to the federal alternative minimum tax. To the extent that the
PROSPECTUS NEW YORK TAX FREE FUND
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Funds distributions are derived from interest on bonds that are not exempt from New York State or New York City personal income tax, such distributions will be subject to such state and local taxes.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
If you purchase Fund shares through a broker-dealer or other financial intermediary (such as a bank), the Fund and the Funds distributor or its affiliates may pay the intermediary for the sale of Fund shares and related services. These payments may create a conflict of interest by influencing the broker-dealer or other financial intermediary and your individual financial professional to recommend the Fund over another investment. Ask your individual financial professional or visit your financial intermediarys website for more information.
PROSPECTUS NEW YORK TAX FREE FUND
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All Funds (except for High Yield Municipal Bond Fund and Short Duration High Yield Municipal Bond Fund)
The investment objective of each Fund is to seek the maximum amount of interest income exempt from federal income tax as is consistent with reasonable risk. Each Fund (except for the Short Duration Tax Free Fund, Intermediate Tax Free Fund, AMT Free Municipal Bond Fund, and National Tax Free Fund) also seeks as high a level of interest income exempt from the personal income tax of its corresponding state as is consistent with reasonable risk. The New York Tax Free Fund also seeks as high a level of interest income exempt from New York City personal income tax as is consistent with reasonable risk.
High Yield Municipal Bond Fund and Short Duration High Yield Municipal Bond Fund Only
The investment objective of each Fund is to seek a high level of income exempt from federal income tax.
PRINCIPAL INVESTMENT STRATEGIES
All Funds (except for High Yield Municipal Bond Fund and Short Duration High Yield Municipal Bond Fund)
In pursuing each Funds investment objective, each Fund (except for Short Duration Tax Free Fund and Intermediate Tax Free Fund) uses the volatility of the Barclays Municipal Bond Index as an approximation of reasonable risk. Short Duration Tax Free Fund uses the volatility of the Barclays Municipal Bond Short 1-5 Year Index as an approximation of reasonable risk and Intermediate Tax Free Fund uses the volatility of the Barclays 1-15 Year Municipal Bond Index as an approximation of reasonable risk. Volatility measures the level of price fluctuations in a Funds holdings.
To pursue its investment objective, under normal conditions, each of Short Duration Tax Free Fund, Intermediate Tax Free Fund, AMT Free Municipal Bond Fund, and National Tax Free Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds that pay interest exempt from federal income tax. To pursue its investment objective, under normal conditions, each of California Tax Free Fund, New Jersey Tax Free Fund, and New York Tax Free Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds that pay interest exempt from federal income tax and the corresponding states personal income tax and, in the case of New York Tax Free Fund, New York City personal income tax. These 80% policies may not be changed without shareholder approval. If the interest on a municipal bond meets the applicable standards described above, a Fund will treat the bond as qualifying
PROSPECTUS THE FUNDS
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for purposes of the 80% requirement even if the issuer is located outside of the named state or, in the case of New York Tax Free Fund, city. As a result, each of California Tax Free Fund, New Jersey Tax Free Fund, and New York Tax Free Fund may invest substantially in municipal bonds issued by or on behalf of issuers located outside of the state included in the Funds name. Each of California Tax Free Fund, New Jersey Tax Free Fund, and New York Tax Free Fund is nondiversified, which means it may invest a greater portion of its assets in a single issuer than a diversified fund.
Under normal conditions, each Fund invests primarily in investment grade municipal bonds, which are bonds that are rated, at the time of purchase, within the four highest grades assigned by a rating agency such as Moodys Investors Service, Inc. (Moodys) (Aaa, Aa, A, Baa), S&P Global Ratings (S&P), or Fitch Ratings (Fitch) (AAA, AA, A, BBB) or are unrated by rating agencies but deemed by Lord Abbett to be of comparable quality. Each Fund (except for AMT Free Municipal Bond Fund and National Tax Free Fund) may invest up to 20% of its net assets in lower rated municipal bonds. Each of AMT Free Municipal Bond Fund and National Tax Free Fund may invest up to 35% of its net assets in lower rated municipal bonds. Lower rated municipal bonds are rated, at the time of purchase, Ba or lower by Moodys or BB or lower by S&P or Fitch or are unrated by rating agencies but deemed by Lord Abbett to be of comparable quality (commonly referred to as below investment grade, high yield, or junk bonds).
Each Fund may invest in all types of municipal bonds, including general obligation bonds, revenue bonds, municipal leases, and variable rate demand notes. Municipal bonds are debt securities issued by or on behalf of U.S. states, territories (such as Puerto Rico, the U.S. Virgin Islands, and Guam), and possessions (including the District of Columbia) and their political subdivisions, agencies, and instrumentalities that provide income that generally is exempt from federal, state, and/or local personal income taxes. Municipal bonds generally are divided into two types: (1) general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing authority; and (2) revenue bonds, which are payable only from revenues derived from a particular facility or source, including bridges, tolls, or sewer services. Industrial development bonds and private activity bonds are considered revenue bonds. The interest income from certain private activity bonds is not tax-exempt. Municipal leases are obligations issued by state or local governments and authorities that are used to acquire land or various types of equipment or facilities. Municipal leases are generally in the form of a lease, installment purchase, or conditional sales contract and typically provide for the title to the leased asset to pass to the governmental issuer. Variable rate demand notes are floating rate securities that typically carry an interest rate that resets every one to seven days. Variable rate demand notes combine an interest in a long-term municipal bond with the right to put the security back to a financial intermediary before maturity with as little
PROSPECTUS THE FUNDS
110
as one to seven days notice (at the time the interest rate is reset). Each Fund may invest in both insured and uninsured municipal bonds. Insured municipal bonds are covered by insurance policies that guarantee timely payment of principal and interest. The insurance policies do not guarantee the value of the bonds themselves or the value of a Funds shares.
Each Fund (except for AMT Free Municipal Bond Fund) may invest up to 20% of its net assets in municipal bonds that pay interest that is subject to AMT, including AMT paper. Although each Fund (except for AMT Free Municipal Bond Fund) is permitted to invest up to 20% of its net assets in fixed income securities that pay interest that is subject to federal, state, and local income taxes, the Funds presently have no intention of investing in this manner. For each of California Tax Free Fund, New Jersey Tax Free Fund, and New York Tax Free Fund, these bonds may include municipal bonds issued by other states, which may be exempt from federal tax but not the corresponding states income tax or, in the case of New York Tax Free Fund, New York City personal income tax. As a non-fundamental policy (meaning it may be changed by the Board of Directors without shareholder approval), AMT Free Municipal Bond Fund will not invest in municipal bonds that pay interest that is subject to AMT. Although AMT Free Municipal Bond Fund is permitted to invest up to 20% of its net assets in fixed income securities that pay interest that is subject to regular federal, state, and local personal income tax, the Fund presently has no intention of investing in this manner.
Each Fund will not invest more than 25% of its total assets in any industry; however, this limitation does not apply to tax-exempt securities issued by governments or their agencies or instrumentalities. Certain types of municipal securities (including general obligation, general appropriation, municipal leases, special assessment, and special tax bonds) are not considered a part of any industry for purposes of this industry concentration policy. Therefore, each Fund may invest more than 25% of its total assets in these types of municipal securities. Each Fund may invest without limitation in securities of issuers located in a single state, territory, municipality, or region.
Each Fund may invest up to 15% of its net assets (measured at the time of investment) in illiquid securities that cannot be disposed of in seven days in the ordinary course of business at fair value. Illiquid securities include: securities that are not readily marketable; certain municipal leases and participation interests; repurchase agreements and time deposits with a notice or demand period of more than seven days; certain structured securities; certain distressed or defaulted securities; and certain restricted securities (i.e., securities with terms that limit their resale to other investors or require registration under the federal securities laws before they can be sold publicly) that Lord Abbett determines to be illiquid.
PROSPECTUS THE FUNDS
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Each Fund may invest in derivatives for non-hedging purposes in an attempt to increase income, to manage portfolio duration, or to hedge against portfolio risks. Derivatives are financial instruments that derive their value from the value of an underlying asset, reference rate, or index. Each Fund may invest in the following types of derivatives as part of its principal investment strategies:
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Futures Contracts. Each Fund may enter into financial futures contracts for hedging purposes (including to hedge against changes in interest rates and security prices) or for non-hedging purposes (including to gain efficient exposure to markets and to minimize transaction costs). These transactions involve the purchase or sale of a contract to buy or sell a specified security or other financial instrument at a specific future date and price on an exchange or in the over-the-counter (OTC) market. Each Fund currently operates pursuant to an exemption from regulation by the Commodity Futures Trading Commission (the CFTC) as a commodity pool under the Commodity Exchange Act. Each Fund currently intends to limit its investments in derivatives to continue to comply with the conditions of the exemption, but a Fund may be subject to regulation as a commodity pool in the future. |
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Inverse Floaters. Each Fund may invest up to 20% of its assets in inverse floaters. An inverse floater typically is created by depositing municipal bonds into a special purpose trust that issues short-term floating rate securities (floaters) to money market funds and other short-term investors and residual long-term floating rate securities known as inverse floaters to long-term investors like the Funds. Holders of the floaters receive coupon payments that reflect short-term tax-exempt interest rates. These rates generally are reset on a weekly basis. Within a specific notice period (usually seven days), holders of the floaters have the right to put such securities back to the trust for payment of par plus any accrued interest. The holder of the inverse floater receives a coupon rate equal to the interest accrued on the underlying bonds minus the coupon payable to the floaters and any fees payable to the trust. The interest payable on the inverse floater moves in the opposite direction of the interest rate payable on the floater. Accordingly, as short-term interest rates rise, inverse floaters are expected to produce less (or perhaps no) current income, but as short-term interest rates fall, inverse floaters are expected to produce more current income. |
Each Fund may invest in individual securities of any maturity or duration. The maturity of a security measures the time until final payment is due, whereas duration takes into account the pattern of all payments of interest and principal on a security over time, including how these payments are affected by changes in interest rates. Duration is a mathematical concept that measures a portfolios exposure to interest rate changes. Normally, each Fund (except for Short Duration Tax Free Fund and Intermediate Tax Free Fund) seeks to maintain a
PROSPECTUS THE FUNDS
112
dollar-weighted average maturity of between ten and twenty-five years. Normally, each of Short Duration Tax Free Fund and Intermediate Tax Free Fund seeks to maintain a dollar-weighted average maturity of between one and three years and three and ten years, respectively. Each Fund may invest in money market securities and their equivalents, typically for cash management purposes. However, Short Duration Tax Free Fund invests significantly in money market securities for investment purposes as well as for cash management purposes. (Short Duration Tax Free Fund is not a money market fund and is not subject to the regulatory requirements applicable to money market funds.)
Each Funds investment team focuses on the following elements in managing its portfolio: credit risk analysis, which is an evaluation of the issuers ability to pay principal and interest when due; tax-exempt income yield, which is the bond issuers ability to pay interest exempt from federal, state, and/or local personal income tax; total return potential, which is the return possibility for an investment over a period of time, including appreciation and interest; interest rate risk, which is the potential price volatility of the portfolio to movements in interest rates; and call protection, which is assurance by an issuer that it will not redeem a bond earlier than a date agreed upon in advance. Each Funds portfolio investment team targets relative value opportunities through a process of market analysis, credit and sector analysis, and security analysis.
Each Fund may sell a security if it no longer meets the Funds investment criteria or for a variety of other reasons, such as to secure gains, limit losses, maintain its duration, redeploy assets into opportunities believed to be more promising, or satisfy redemption requests, among others. In considering whether to sell a security, each Fund may evaluate factors including, but not limited to, the condition of the economy, changes in the issuers competitive position or financial condition, changes in the outlook for the issuers industry, other buying opportunities in the market, the impact of the securitys duration on the Funds overall duration, and the Funds valuation target for the security. None of the Funds will be required to sell a security that has been downgraded after purchase; however, in these cases, each Fund will monitor the situation to determine whether it is advisable for the Fund to continue to hold the security.
Temporary Defensive Strategies. Each Fund seeks to remain fully invested in accordance with its investment objective. However, in an attempt to respond to adverse market, economic, political or other conditions, each Fund may take a temporary defensive position by holding some or all of its assets in short-term investments. These investments include cash, commercial paper, money market instruments, repurchase agreements, and U.S. Government securities. Taking a temporary defensive position could reduce tax-exempt income and prevent a Fund from achieving its investment objective.
PROSPECTUS THE FUNDS
113
High Yield Municipal Bond Fund and Short Duration High Yield Municipal Bond Fund Only
To pursue each Funds investment objective, under normal conditions, each Fund invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in municipal bonds that pay interest exempt from federal income tax. These municipal bonds and other securities in which the Fund may invest may pay interest that is subject to AMT for certain taxpayers. These policies cannot be changed without shareholder approval. Although each Fund may invest in municipal bonds in any rating category, under normal conditions, each Fund invests at least 50% of its net assets in municipal bonds rated BBB+/Baa1 or lower (at the time of purchase) by an independent rating agency or that are unrated but deemed by Lord Abbett to be of comparable quality, with a particular emphasis on lower rated municipal bonds (commonly referred to as below investment grade, high yield, or junk bonds), which are bonds that are rated BB+/Ba1 or lower (at the time of purchase) by an independent rating agency or are unrated but deemed by Lord Abbett to be of comparable quality. Each Fund may invest without limitation in unrated municipal bonds, which may constitute a significant portion of the Funds portfolio. Each Fund is nondiversified, which means it may invest a greater portion of its assets in a single issuer than a diversified fund.
Each Fund may invest in defaulted securities (i.e., bonds on which the issuer has not paid principal or interest on time) and securities of issuers that are or may become involved in reorganizations, financial restructurings, or bankruptcy (commonly referred to as distressed debt). Each Fund presently does not intend to invest more than 20% of its net assets (measured at the time of investment) in such defaulted or distressed securities. However, each Funds defaulted or distressed debt holdings may exceed this level from time to time if the Fund purchased securities that were not considered in default or distressed at their time of purchase and such securities subsequently become defaulted or distressed. These investment strategies should be considered to entail higher risk relative to strategies employed by funds that invest primarily in investment grade municipal bonds.
Each Fund may invest in all types of municipal bonds, including general obligation bonds, revenue bonds, and municipal leases. Municipal bonds are debt securities issued by or on behalf of U.S. states, territories (such as Puerto Rico, the U.S. Virgin Islands, and Guam), and possessions (including the District of Columbia) and their political subdivisions, agencies, and instrumentalities that provide income that generally is exempt from federal, state, and/or local personal income taxes. Municipal bonds generally are divided into two types: (1) general obligation bonds, which are secured by the full faith and credit of the issuer and its taxing authority; and (2) revenue bonds, which are payable only from revenue derived from a particular facility or source, including bridges, tolls, or sewer
PROSPECTUS THE FUNDS
114
services. Industrial development bonds and private activity bonds are considered revenue bonds. Certain private activity bonds are not tax-exempt. Municipal leases are obligations issued by state or local governments and authorities that are used to acquire land or various types of equipment or facilities. Municipal leases are generally in the form of a lease, installment purchase, or conditional sales contract and typically provide for the title to the leased asset to pass to the governmental issuer. Each Fund may invest in both insured and uninsured municipal bonds. Insured municipal bonds are covered by insurance policies that guarantee timely payment of principal and interest. The insurance policies do not guarantee the value of the bonds themselves or the value of a Funds shares.
Each Fund may invest up to 100% of its net assets in AMT paper, which are a type of municipal bond that pays interest that is subject to AMT. Although each Fund is permitted to invest up to 20% of its net assets in fixed income securities that pay interest that is subject to federal, state, and local income taxes, the Funds presently have no intention of investing in this manner.
Each Fund will not invest more than 25% of its total assets in any industry; however, this limitation does not apply to tax-exempt securities issued by governments or their agencies or instrumentalities. Certain types of municipal securities (including general obligation, general appropriation, municipal leases, special assessment, and special tax bonds) are not considered a part of any industry for purposes of this industry concentration policy. Therefore, each Fund may invest more than 25% of its total assets in these types of municipal securities. Each Fund may invest without limitation in securities of issuers located in a single state, territory, municipality, or region.
Each Fund may invest up to 15% of its net assets (measured at the time of investment) in illiquid securities that cannot be disposed of in seven days in the ordinary course of business at fair value. Illiquid securities include: securities that are not readily marketable; certain municipal leases and participation interests; repurchase agreements and time deposits with a notice or demand period of more than seven days; certain structured securities; certain distressed or defaulted securities; and certain restricted securities (i.e., securities with terms that limit their resale to other investors or require registration under the federal securities laws before they can be sold publicly) that Lord Abbett determines to be illiquid.
Each Fund may invest in derivatives for non-hedging purposes in an attempt to increase income, to manage portfolio duration, or to hedge against portfolio risks. Derivatives are financial instruments that derive their value from the value of an underlying asset, reference rate, or index. Each Fund may invest in the following types of derivatives as part of its principal investment strategies:
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Futures Contracts. Each Fund may enter into financial futures contracts for hedging purposes (including to hedge against changes in interest rates and security prices) or for non-hedging purposes (including to gain efficient |
PROSPECTUS THE FUNDS
115
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exposure to markets and to minimize transaction costs). These transactions involve the purchase or sale of a contract to buy or sell a specified security or other financial instrument at a specific future date and price on an exchange or in the OTC market. Each Fund currently operates pursuant to an exemption from regulation by the CFTC as a commodity pool under the Commodity Exchange Act. Each Fund currently intends to limit its investments in derivatives to continue to comply with the conditions of the exemption, but a Fund may be subject to regulation as a commodity pool in the future. |
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Inverse Floaters. Each Fund may invest up to 100% of its assets in inverse floaters. An inverse floater typically is created by depositing municipal bonds into a special purpose trust that issues short-term floating rate securities (floaters) to money market funds and other short-term investors and residual long-term floating rate securities known as inverse floaters to long-term investors like the Funds. Holders of the floaters receive coupon payments that reflect short-term tax-exempt interest rates. These rates generally are reset on a weekly basis. Within a specific notice period (usually seven days), holders of the floaters have the right to put such securities back to the trust for payment of par plus any accrued interest. The holder of the inverse floater receives a coupon rate equal to the interest accrued on the underlying bonds minus the coupon payable to the floaters and any fees payable to the trust. The interest payable on the inverse floater moves in the opposite direction of the interest rate payable on the floater. Accordingly, as short-term interest rates rise, inverse floaters are expected to produce less (or perhaps no) current income, but as short-term interest rates fall, inverse floaters are expected to produce more current income. |
Each Fund may invest in individual securities of any maturity or duration. The maturity of a security measures the time until final payment is due, whereas duration takes into account the pattern of all payments of interest and principal on a security over time, including how these payments are affected by changes in interest rates. Duration is a mathematical concept that measures a portfolios sensitivity to interest rate changes. Normally, High Yield Municipal Bond Fund seeks to maintain a dollar-weighted average maturity of between ten and twenty-five years. Normally, Short Duration High Yield Municipal Bond Fund generally will maintain an investment portfolio with a weighted average effective duration of less than 4.5 years.
Each Funds investment team focuses on the following elements in managing its portfolio: credit risk analysis, which is an evaluation of the issuers ability to pay principal and interest when due; tax-exempt income yield, which is the bond issuers ability to pay interest exempt from federal, state, and/or local personal income tax; total return potential, which is the return possibility for an investment over a period of time, including appreciation and interest; interest rate
PROSPECTUS THE FUNDS
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risk, which is the potential price volatility of the portfolio to movements in interest rates; and call protection, which is assurance by an issuer that it will not redeem a bond earlier than a date agreed upon in advance. Each Funds portfolio investment team targets relative value opportunities in an actively managed portfolio of bonds with a majority of the holdings rated below investment grade or non-rated. Each Funds portfolio investment team uses a process of market analysis, credit and sector analysis, and security analysis.
Each Fund may sell a security if it no longer meets the Funds investment criteria or for a variety of other reasons, such as to secure gains, limit losses, maintain its duration, redeploy assets into opportunities believed to be more promising, or satisfy redemption requests, among others. In considering whether to sell a security, each Fund may evaluate factors including, but not limited to, the condition of the economy, changes in the issuers competitive position or financial condition, changes in the outlook for the issuers industry, other buying opportunities in the market, the impact of the securitys duration on the Funds overall duration, and the Funds valuation target for the security.
Temporary Defensive Strategies. Each Fund seeks to remain fully invested in accordance with its investment objective. However, in an attempt to respond to adverse market, economic, political or other conditions, each Fund may take a temporary defensive position by holding some or all of its assets in short-term investments. These investments include cash, commercial paper, money market instruments, repurchase agreements, and U.S. Government securities. Taking a temporary defensive position could reduce tax-exempt income and prevent a Fund from achieving its investment objective.
All Funds (unless otherwise indicated)
As with any investment in a mutual fund, investing in a Fund involves risk, including the risk that you may receive little or no return on your investment. When you redeem your shares, they may be worth more or less than what you paid for them, which means that you may lose a portion or all of the money you invested in a Fund. Before you invest in a Fund, you should carefully evaluate the risks in light of your investment goals. An investment in a Fund held for longer periods over full market cycles typically provides the best potential for favorable results.
The following risk factors may be applicable to each Fund to a greater or lesser extent depending on the particular Funds investment objectives and strategies. Risks that could adversely affect a Funds performance or increase volatility include the following:
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Portfolio Management Risk The strategies used and securities selected by a Funds portfolio management team may fail to produce the intended result and such Fund may not achieve its objective. The securities selected for a Fund may not perform as well as other securities that were not selected for the Fund. As a result, a Fund may suffer losses or underperform other funds with the same investment objective or strategies, and may generate losses even in a rising market. |
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Market Risk The market values of securities will fluctuate, sometimes sharply and unpredictably, based on overall economic conditions, governmental actions or intervention, political developments, and other factors. Changes in the financial condition of a single issuer can impact a market as a whole. Moreover, data imprecision, technology malfunctions, operational errors, and similar factors may adversely affect a single issuer, a group of issuers, or the market as a whole. Although prices of debt securities tend to rise and fall less dramatically than those of equity securities, they may experience heightened volatility. In addition, the lower-rated and unrated segments of the municipal bond market can experience significant volatility. A slower-growth or recessionary economic environment could have an adverse effect on the prices of the various securities held by a Fund. Economies and financial markets throughout the world are becoming increasingly interconnected, which raises the likelihood that events or conditions in one country or region will adversely affect markets or issuers in other countries or regions. |
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New Fund Risk (Short Duration High Yield Municipal Bond Fund only) The Fund is recently organized. There can be no assurance that the Fund will reach or maintain a sufficient asset size to effectively implement its investment strategy. In addition, the Funds gross expense ratio may fluctuate during its initial operating period because of the Funds relatively smaller asset size and, until the Fund achieves sufficient scale, a Fund shareholder may experience proportionally higher Fund expenses than would be experienced by shareholders of a fund with a larger asset base. |
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Fixed Income Securities Risk Each Fund is subject to the general risks and considerations associated with investing in debt securities, including the risk that issuers will fail to make timely payments of principal or interest or default altogether. Typically, shorter-term bonds are less volatile than longer-term bonds; however, longer-term bonds typically offer higher yields and more stable interest income than shorter-term bond investments. Lower-rated municipal bonds in which a Fund may invest may be more volatile and may decline more in price in response to negative issuer developments or general economic news than higher rated securities. In addition, as interest rates rise, a Funds investments typically will lose value. |
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Municipal Securities Risk Municipal securities are subject to the same risks affecting fixed income securities in general. In addition, the price of municipal securities may be adversely affected by legislative or political changes, tax rulings, judicial action, changes in market and economic conditions, and the fiscal condition of the municipal issuer, including an insolvent municipality filing for bankruptcy. A Fund may be more sensitive to these events and conditions if it invests a substantial portion of its assets in the municipal securities of similar projects (such as those relating to education, health care, housing, transportation, and utilities) or in particular types of municipal securities (such as general obligation bonds, private activity bonds, and special tax bonds) or in the securities of issuers located within a single state, municipality, or geographic area. The market for municipal securities generally is less liquid than other securities markets, which may make it more difficult for a Fund to sell its municipal securities. |
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Specific risks are associated with different types of municipal securities. For example, with respect to general obligation bonds, the full faith, credit, and taxing power of the municipality that issues a general obligation bond supports payment of interest and repayment of principal. Timely payments depend on the issuers credit quality, ability to raise tax revenues, and ability to maintain an adequate tax base. Certain of the municipalities in which the Funds invest may experience significant financial difficulties, which may lead to bankruptcy or default. With respect to revenue bonds, payments of interest and principal are made only from the revenues generated by a particular facility or class of facilities, the proceeds of a special tax, or other revenue source, and depend on the money earned by that source. Nongovernmental users of facilities financed by tax-exempt revenue bonds (e.g., companies in the electric utility and health care industries) may have difficulty making payments on their obligations in the event of an economic downturn. This would negatively affect the valuation of bonds issued by such facilities. In addition, each industry is subject to its own risks: the electric utility industry is subject to rate regulation vagaries, while the health care industry faces two main challenges affordability and access. |
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Private activity bonds are issued by municipalities and other public authorities to finance development of industrial facilities for use by a private enterprise. The private enterprise pays the principal and interest on the bond, and the issuer does not pledge its full faith, credit, and taxing power for repayment. If the private enterprise defaults on its payments, a Fund may not receive any income or get its money back from the investment. In a municipal lease obligation, the issuer agrees to make payments when due on the lease obligation. The issuer generally will appropriate municipal funds for that purpose, but is not obligated to do so. Although the issuer does not pledge its unlimited taxing power for payment of the lease obligation, the lease obligation is secured by the leased property. However, if the issuer does |
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not fulfill its payment obligation, it may be difficult to sell the property and the proceeds of a sale may not cover a Funds loss. Variable rate demand obligations are floating rate securities that combine an interest in a long-term municipal bond with a right to demand payment before maturity from a bank or other financial institution. If the bank or financial institution is unable to pay, a Fund may lose money. Special tax bonds are usually backed and payable through a single tax, or series of special taxes such as incremental property taxes. The failure of the tax levy to generate adequate revenue to pay the debt service on the bonds may cause the value of the bonds to decline. |
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Below Investment Grade Municipal Bond Risk Below investment grade municipal bonds typically pay a higher yield than investment grade municipal bonds, but they have a higher risk of default than investment grade municipal bonds, and their prices are much more volatile. The market for below investment grade municipal bonds may be less liquid due to such factors as specific municipal developments, interest rate sensitivity, negative perceptions of the junk bond markets generally, and less secondary market liquidity, and may be subject to greater credit risk than investment grade municipal bonds. Below investment grade municipal bonds may be highly speculative and have poor prospects for reaching investment grade standing. Issuers of below investment grade municipal bonds generally are not as strong financially as those issuers with higher credit ratings, and are more likely to encounter financial difficulties, especially during periods of rising interest rates or other unfavorable economic or market conditions. Below investment grade municipal bonds are subject to the increased risk of an issuers inability to meet principal and interest obligations and a greater risk of default. Some issuers of below investment grade bonds may be more likely to default as to principal or interest payments after a Fund purchases their securities. A default, or concerns in the market about an increase in risk of default or the deterioration in the creditworthiness of an issuer, may result in losses to a Fund. A Fund may incur higher expenses to protect its interests in such securities and may lose its entire investment in defaulted bonds. |
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The secondary market for below investment grade municipal bonds is concentrated in relatively few market makers and is dominated by institutional investors, including mutual funds, insurance companies, and other financial institutions. As a result, the secondary market for such securities is not as liquid as, and is more volatile than, the secondary market for higher rated securities. In addition, market trading volume for lower rated securities is generally lower and the secondary market for such securities could shrink or disappear suddenly and without warning as a result of adverse market or economic conditions, independent of any specific adverse changes in the condition of a particular issuer. Because of the lack of sufficient market liquidity, a Fund may incur losses because it may be |
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required to effect sales at a disadvantageous time and then only at a substantial drop in price. These factors may have an adverse effect on the market price and a Funds ability to dispose of particular portfolio investments. A less liquid secondary market also may make it more difficult for a Fund to obtain precise valuations of the below investment grade municipal bonds in its portfolio. |
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These risks are greater for High Yield Municipal Bond Fund and Short Duration High Yield Municipal Bond Fund, which invest substantially in below investment grade municipal bonds. |
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Call Risk A substantial portion of municipal bonds are callable, meaning they give the issuer the right to call or redeem the bonds before maturity. Issuers may call outstanding bonds when there is a decline in interest rates, when credit spreads change, or when the issuers credit quality improves. As interest rates decline, these bond issuers may pay off their loans early by buying back the bonds, thus depriving the Fund of above market interest rates. Moreover, the Fund may not recoup the full amount of its initial investment and may have to reinvest the prepayment proceeds in lower yielding securities, securities with greater credit risks, or other less attractive securities. |
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Credit Risk Municipal bonds are subject to the risk that the issuer or guarantor of a security may not make interest and principal payments as they become due or may default altogether. Litigation, legislation or other political events, local business or economic conditions, or the bankruptcy of the issuer could have a significant effect on an issuers ability to make payments of principal and/or interest. In addition, if the market perceives a deterioration in the creditworthiness of an issuer, the value and liquidity of bonds issued by that issuer may decline. Credit risk varies based on the economic and fiscal conditions of each issuer and the municipalities, agencies, instrumentalities, and other issuers within the state, territory, or possession. As noted above, to the extent a Fund holds below investment grade securities, these risks may be heightened. The credit quality of a Funds portfolio securities or instruments may meet the Funds credit quality requirements at the time of purchase but then deteriorate thereafter, and such a deterioration can occur rapidly. In certain instances, the downgrading or default of a single holding or guarantor of a Funds holding may impair the Funds liquidity and have the potential to cause significant NAV deterioration. Insurance or other credit enhancements supporting a Funds investment may be provided by either U.S. or foreign entities. These securities have the credit risk of the entity providing the credit support in addition to the credit risk of the underlying investment that is being enhanced. Credit support provided by foreign entities may be less certain because of the possibility of adverse foreign economic, political, or legal |
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developments that may affect the ability of the entity to meet its obligations. A change in the credit rating or the markets perception of the creditworthiness of any of the municipal bond insurers that insure securities in a Funds portfolio may affect the value of the securities they insure, a Funds share prices, and Fund performance. A downgrading of an insurers credit rating or a default by the insurer could reduce the credit rating of an insured bond and, therefore, its value. The Funds also may be adversely affected by the inability of an insurer to meet its insurance obligations. In addition, a decline in the credit quality of a private activity bond usually is directly related to a decline in the credit standing of the private user of the facility. |
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Defaulted Bonds Risk (High Yield Municipal Bond Fund and Short Duration High Yield Municipal Bond Fund only) Defaulted bonds are subject to greater risk of loss of income and principal than higher rated securities and are considered speculative. In the event of a default, a Fund may incur additional expenses to seek recovery. The repayment of defaulted bonds is subject to significant uncertainties, and in some cases, there may be no recovery of repayment. Defaulted bonds might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Workout or bankruptcy proceedings typically result in only partial recovery of cash payments or an exchange of the defaulted bond for other securities of the issuer or its affiliates, which may in turn be illiquid or speculative. |
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Derivatives Risk Losses may result from a Funds investments in futures contracts, inverse floaters, and other derivative instruments. To the extent that a Fund uses derivatives, the Fund will be exposed to the risk that the value of a derivative instrument does not move in correlation with the value of the underlying asset, market index or interest rate, or moves in an opposite direction than anticipated by the Fund. Investing in derivatives also includes the risk that the derivatives will become illiquid and that the counterparty to the derivative instrument may fail to perform its obligations. Central clearing of derivatives is intended to decrease counterparty risk but does not make these transactions risk-free. Because derivatives may involve a small amount of cash relative to the total amount of the transaction, the magnitude of losses from derivatives may be greater than the amount originally invested by a Fund in the derivative instrument. In addition, a Fund will be required to cover its derivatives transactions in accordance with Securities and Exchange Commission guidance. This may include segregating permissible liquid assets to cover its obligations under these transactions and the Fund may have to liquidate positions before it is desirable to do so to fulfill its requirements to segregate. There is no assurance that a Fund will be able to employ its derivatives strategy successfully. Whether a Funds use of derivatives is successful will depend |
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on, among other things, the Funds ability to correctly forecast market movements, company and industry valuation levels and trends, the counterpartys ability to fulfill its contractual obligations, and other factors. If a Fund incorrectly forecasts these and other factors, the Funds performance could suffer. Derivatives may be leveraged so that small changes may produce disproportionate and substantial losses to a Fund. They also may increase a Funds interest rate risk and may cause a Fund to realize a limited amount of taxable income. |
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A Funds use of inverse floaters may reduce the Funds returns and/or increase the Funds volatility. Inverse floaters typically are more volatile than fixed rate municipal bonds. Distributions on inverse floaters are inversely related to short-term municipal bond interest rates. Therefore, distributions paid to a Fund on its inverse floaters will fall when short-term municipal interest rates rise and will rise when short-term municipal interest rates fall. Inverse floaters generally will underperform the market for fixed rate municipal bonds in a rising interest rate environment. Holders of inverse floaters bear the risk of the fluctuation in value of the issuing trusts underlying municipal bonds because holders of the floaters have the right to tender their notes to back to the trust for payment at par plus accrued interest. This creates effective leverage because a Funds net cash investment is significantly less than the value of the underlying bonds. The leverage ratio increases as the value of the inverse floaters becomes a greater proportion of the value of the municipal bonds deposited into the trust. |
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When a derivative is used as a hedge against a position that a Fund holds, any loss generated by the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. Although hedging can reduce or eliminate losses, it also can reduce or eliminate gains. Hedges sometimes are subject to imperfect matching between the derivative and the underlying asset, and there can be no assurance that a Funds hedging transactions will be effective. |
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Regulation of the derivatives markets has increased over the last several years, and additional future regulation of the derivatives markets may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the value or performance of derivatives. Any such adverse future developments could impair the effectiveness of a Funds derivative transactions and cause the Fund to lose value. In particular, the Securities and Exchange Commission has proposed a new rule to regulate the use of derivatives by registered investment companies. If the rule goes into effect, it could limit the ability of the Fund to invest or remain invested in derivatives. This or other legislation or regulation also may change the way in which the Fund itself is regulated. These changes may negatively impact the Fund and/or result in a change in its investment strategy. |
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Distressed Debt Risk Each Fund may hold securities of issuers that are, or are about to be, involved in reorganizations, financial restructurings, or bankruptcy (also known as distressed debt). Distressed securities are speculative and involve substantial risks in addition to the risks of investing in junk bonds. To the extent that a Fund holds distressed debt, that Fund will be subject to the risk that it may lose a portion or all of its investment in the distressed debt and may incur higher expenses trying to protect its interests in distressed debt. The prices of distressed bonds are likely to be more sensitive to adverse economic changes or individual issuer developments than the prices of higher rated securities. During an economic downturn or substantial period of rising interest rates, distressed security issuers may experience financial stress that would adversely affect their ability to service their principal and interest payment obligations, to meet their projected business goals, or to obtain additional financing. In addition, a Fund may invest in additional securities of a defaulted issuer to retain a controlling stake in any bankruptcy proceeding or workout. A Fund may receive taxable bonds in connection with the terms of a restructuring deal, which could result in taxable income to you. In addition, any distressed securities or any securities received in exchange for such securities may be subject to restrictions on resale. In any reorganization or liquidation proceeding, a Fund may lose its entire investment or may be required to accept cash or securities with a value less than its original investment. Moreover, it is unlikely that a liquid market will exist for a Fund to sell its holdings in distressed debt securities. |
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Extension Risk Rising interest rates may cause an issuer to pay off or retire a debt security later than expected, extending the duration of a bond, making them more sensitive to changes in interest rates. This typically will reduce the bonds value, and cause a Fund to be unable to reinvest in higher yielding securities unless it is willing to incur a loss by selling its current holding. |
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Governmental Risk Government actions, including U.S. federal government actions and actions by local, state, and regional governments, could have an adverse effect on municipal bond prices. In addition, a Funds performance may be affected by local, state, and regional factors depending on the states in which the Funds investments are issued. These factors may, for example, include economic or political developments, erosion of the tax base, budget deficits and the possibility of credit problems. |
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Interest Rate Risk As interest rates rise, prices of bonds (including tax-exempt bonds) generally fall. Additionally, rising interest rates or lack of market participants may lead to decreased liquidity in the fixed income markets. Interest rate changes typically have a greater effect on the price of fixed income securities with longer durations. Because all of the Funds (other |
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than the Short Duration Tax Free Fund and Short Duration High Yield Municipal Bond Fund) tend to invest in longer-term bonds, including inverse floaters, to a greater degree than some municipal bond funds, such Funds normally will be more sensitive to interest rate risk than those other municipal bond funds. Because the Short Duration Tax Free Fund and Short Duration High Yield Municipal Bond Fund primarily invest in short duration municipal bonds, it is less sensitive to interest rate risk than a fund that invests primarily in longer duration municipal bonds (although a Funds investments in inverse floaters increase its interest rate risk). Interest rate changes can be sudden and unpredictable, and a Fund may lose money as a result of movements in interest rates. A wide variety of market factors can cause interest rates to rise, including central bank monetary policy, rising inflation, and changes in general economic conditions. The Funds will be exposed to heightened interest rate risk as interest rates rise from historically low levels. |
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Liquidity/Redemption Risk It may be difficult for a Fund to sell certain securities, including below investment grade municipal bonds, in a timely manner and at their stated value, which could result in losses to the Fund. Each Fund may lose money when selling securities at inopportune times to fulfill shareholder redemption requests. The risk of loss may increase depending on the size and frequency of redemption requests, whether the redemption requests occur in times of overall market turmoil or declining prices, and whether the securities a Fund intends to sell have decreased in value or are illiquid. A Fund may be unable to sell illiquid securities at its desired time or price. As noted, the market for below investment grade municipal bonds generally is less liquid than the market for higher rated bonds, subjecting them to greater price fluctuations. The purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. To the extent a Fund holds below investment grade fixed income securities, the Fund may be especially subject to the risk that during certain periods, the liquidity of particular issuers or industries, or all securities within a particular investment category, will shrink or disappear suddenly and without warning as a result of adverse economic, market, or political events, rising interest rates, or adverse investor perceptions, whether or not accurate. Illiquidity can be caused by a variety of factors, including economic conditions, market events, events relating to the issuer, a drop in overall market trading volume, an inability to find a ready buyer, or legal restrictions on the securities resale. Liquidity risk may be magnified in a rising interest rate environment or other circumstances where investor redemptions from fixed income mutual funds may be higher than normal, causing increased supply in the market due to selling activity. |
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To the extent that the traditional dealer counterparties that engage in fixed income trading do not maintain inventories of corporate bonds (which provide an important indication of their ability to make markets) that keep pace with the growth of the bond markets over time, relatively low levels of dealer inventories could lead to decreased liquidity and increased volatility in the fixed income markets. Additionally, market participants other than a Fund may attempt to sell fixed income holdings at the same time as the Fund, which could cause downward pricing pressure and contribute to illiquidity. |
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Nondiversification Risk (High Yield Municipal Bond Fund, Short Duration High Yield Municipal Bond Fund, California Tax Free Fund, New Jersey Tax Free Fund, and New York Tax Free Fund only) The Funds are nondiversified funds. A nondiversified fund may invest a greater portion of its assets in, and own a greater amount of the voting securities of, a single issuer than a diversified fund. As a result, a nondiversified fund will be more exposed to risks from a single adverse economic, political, or regulatory event, as compared with a diversified fund. |
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Short Duration Risk (Short Duration Tax Free Fund and Short Duration High Yield Municipal Bond Fund only) Although any rise in interest rates is likely to cause the prices of debt obligations to fall, the comparatively short duration of each Funds portfolio holdings is intended to mitigate some of this risk. The Funds generally will earn less income and, during periods of declining interest rates, will provide lower total returns to investors than funds with longer durations. |
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State and Territory Risks From time to time, each Fund may be more exposed to risks affecting a particular state, territory (such as Puerto Rico), municipality, or region. As a result, adverse economic, political, and regulatory conditions affecting a single state, territory, municipality, or region (and their political subdivisions, agencies, instrumentalities, and public authorities) can disproportionately affect a Funds performance. For example, Puerto Rico has experienced difficult financial and economic conditions in recent years, which may negatively affect the value of a Funds holdings in Puerto Rico municipal securities. A Fund that is more heavily invested in Puerto Rico municipal securities will have increased exposure to this risk. Each of California Tax Free Fund, New Jersey Tax Free Fund, and New York Tax Free Fund is exposed to risks affecting its designated state and/or citys municipal bond issuers, and may be exposed to risks affecting any other state, city, territory, or region in which the Fund invests. For additional information on the special risks that may affect each of California Tax Free Fund, New Jersey Tax Free Fund, and New York Tax Free Fund, please see Appendix B Risk Factors Regarding Investments in Puerto Rico, California, New Jersey, and New York in the SAI. The values of municipal bonds fluctuate due to economic or political policy changes, tax |
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base erosion, state constitutional limits on tax increases, budget deficits and other financial difficulties, changes in the credit ratings assigned to the states municipal bond issuers, environmental events, and similar conditions and developments impacting the ability of municipal bond issuers to repay their obligations. Such conditions and developments can change rapidly. |
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Taxability Risk There is a risk that a bond purchased by a Fund that was issued as tax-exempt may be reclassified by the IRS as taxable (for example, if the bond was issued in a transaction deemed by the IRS to be abusive), creating taxable rather than tax-exempt income. Furthermore, future legislative, administrative, or court actions could adversely impact the qualification of income from tax-exempt securities as tax-free. Such reclassifications or actions could (i) subject you to increased tax liability, possibly retroactively, and/or (ii) cause the value of a security, and therefore the value of a Funds shares, to decline. In such a case, a Fund might be required to send to you and file with the IRS information returns (Forms 1099-DIV) for the current or prior calendar years classifying (or reclassifying) some of its exempt-interest dividends as taxable dividends. For prior year dividends, you might need to file amended income tax returns and pay additional tax and interest to avoid additional penalties and to limit interest charges on these taxable dividends. For all Funds (other than AMT Free Municipal Bond Fund), income from investments in private activity bonds is an item of tax preference for purposes of AMT, which may cause the income to be taxable to you. From time to time, proposals have been introduced before Congress for the purpose of restricting or eliminating the federal income tax exemption for interest on certain types of municipal bonds. Additionally, certain other proposals have been introduced that would have the effect of taxing a portion of exempt interest and/or reducing the tax benefits of receiving exempt interest. These legal uncertainties could affect the municipal bond market generally, certain specific segments of the market, or the relative credit quality of particular securities. Additionally, a Funds use of derivatives may increase the amount of distributions taxable to you as ordinary income, increase or decrease the amount of capital gain distributions to you and/or decrease the amount available for distribution to you as exempt-interest dividends. |
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Zero Coupon, Deferred Interest, Pay-In-Kind, and Capital Appreciation Bonds Risks Because these securities bear no interest and compound semiannually at the rate fixed at the time of issuance, their value generally is more volatile than the value of other fixed income securities. Since the bondholders do not receive interest payments, when interest rates rise, these securities fall more dramatically in value than bonds paying interest on a current basis. When interest rates fall, these securities rise more rapidly in value because the bonds reflect a fixed rate of return. If the issuer defaults, a Fund may not receive any return on its investment. |
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An investment in zero coupon and deferred interest securities may cause a Fund to recognize income and make distributions to shareholders before it receives any cash payments on its investment. To generate cash to satisfy distribution requirements, the Fund may have to sell portfolio securities that it otherwise would have continued to hold or to use cash flows from other sources including the sale of Fund shares. |
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In addition to the principal investment risks described above, the Funds also may be subject to certain operational risks, including:
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Cyber Security Risk: As the use of technology has become more prevalent in the course of business, Lord, Abbett & Co. LLC (Lord Abbett) and other service providers have become more susceptible to operational and information security risks. Cyber incidents can result from deliberate attacks or unintentional events and include, but are not limited to, gaining unauthorized access to electronic systems for purposes of misappropriating assets, personally identifiable information (PII) or proprietary information ( e.g. , trading models and algorithms), corrupting data, or causing operational disruption, for example, by compromising trading systems or accounting platforms. Other ways in which the business operations of Lord Abbett, other service providers, or issuers of securities in which Lord Abbett invests a shareholders assets may be impacted include interference with a shareholders ability to value its portfolio, the unauthorized release of PII or confidential information, and violations of applicable privacy, recordkeeping and other laws. A shareholder and/or its account could be negatively impacted as a result. |
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While Lord Abbett has established internal risk management security protocols designed to identify, protect against, detect, respond to and recover from cybersecurity incidents, there are inherent limitations in such protocols including the possibility that certain threats and vulnerabilities have not been identified or made public due to the evolving nature of cybersecurity threats. Furthermore, Lord Abbett cannot control the cybersecurity systems of third party service providers or issuers. There currently is no insurance policy available to cover all of the potential risks associated with cyber incidents. Unless specifically agreed by Lord Abbett separately or required by law, Lord Abbett is not a guarantor against, or obligor for, any damages resulting from a cybersecurity-related incident. |
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Large Shareholder Risk: To the extent a large number of shares of a Fund is held by a single shareholder or group of related shareholders (e.g., an institutional investor, another Lord Abbett Fund or multiple accounts advised by a common adviser) or a group of shareholders with a common investment strategy, the Fund is subject to the risk that a redemption by |
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those shareholders of all or a large portion of their Fund shares will adversely affect the Funds performance by forcing the Fund to sell portfolio securities, potentially at disadvantageous prices, to raise the cash needed to satisfy the redemption request. In addition, the Funds and other accounts over which Lord Abbett has investment discretion that invest in a Fund may not be limited in how often they may purchase or sell Fund shares. Certain Lord Abbett Funds or accounts may hold substantial percentages of the shares of many Funds, and asset allocation decisions by Lord Abbett may result in substantial redemptions from (or investments in) those Funds. These transactions may adversely affect the Funds performance to the extent that the Fund is required to sell investments (or invest cash) when it would not otherwise do so. Redemptions of a large number of shares also may increase transaction costs or, by necessitating a sale of portfolio securities, have adverse tax consequences for Fund shareholders. Additionally, redemptions by a large shareholder also potentially limit the use of any capital loss carryforwards and other losses to offset future realized capital gains (if any) and may limit or prevent a Funds use of tax equalization. |
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Operational Risk: The Funds are also subject to the risk of loss as a result of other services provided by Lord Abbett and other service providers, including pricing, administrative, accounting, tax, legal, custody, transfer agency, and other services. Operational risk includes the possibility of loss caused by inadequate procedures and controls, human error, and system failures by a service provider; each of which may negatively affect the Funds performance. For example, trading delays or errors could prevent a Fund from benefiting from potential investment gains or avoiding losses. In addition, a service provider may be unable to provide a net asset value (NAV) for a Fund or share class on a timely basis. Similar types of operational risks also are present for issuers of securities in which the Funds invest, which could result in material adverse consequences for such issuers, and may cause a Funds investment in such securities to lose value. |
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Market Disruption and Geopolitical Risk: Geopolitical and other events (e.g., wars, terrorism or natural disasters) may disrupt securities markets and adversely affect global economies and markets, thereby decreasing the value of a Funds investments. Sudden or significant changes in the supply or prices of commodities or other economic inputs (e.g., the marked decline in oil prices that began in late 2014) may have material and unexpected effects on both global securities markets and individual countries, regions, sectors, companies, or industries, which could significantly reduce the value of a Funds investments. Terrorist attacks or natural disasters could result in unplanned or significant securities market closures. Securities markets also may be susceptible to market manipulation (e.g., the manipulation of the London Interbank Offered Rate (LIBOR)) or other fraudulent trading practices, which could disrupt the orderly functioning of markets, increase |
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overall market volatility or reduce the value of investments traded in them, including investments of a Fund. Instances of fraud and other deceptive practices committed by senior management of certain companies in which a Fund invests may undermine Lord Abbetts due diligence efforts with respect to such companies, and if such fraud is discovered, negatively affect the value of the Funds investments. Financial fraud also may impact the rates or indices underlying a Funds investments. |
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While the U.S. Government has always honored its credit obligations, a default by the U.S. Government (as has been threatened in recent years) would be highly disruptive to the U.S. and global securities markets and could significantly reduce the value of a Funds investments. Similarly, political events within the United States at times have resulted, and may in the future result, in a shutdown of government services, which could adversely affect the U.S. economy, decrease the value of many Fund investments, and increase uncertainty in or impair the operation of the U.S. or other securities markets. Uncertainty surrounding the sovereign debt of several European Union countries, as well as the continued existence of the European Union itself, has disrupted and may continue to disrupt markets in the United States and around the world. If a country changes its currency or leaves the European Union or if the European Union dissolves, the worlds securities markets likely will be significantly disrupted. Substantial government interventions (e.g., currency controls) also could adversely affect the Fund. War, terrorism, economic uncertainty, and related geopolitical events have led, and in the future may lead, to increased short-term market volatility and may have adverse long-term effects on U.S. and world economies and markets generally. Likewise, natural and environmental disasters, such as the earthquake and tsunami in Japan in early 2011, and systemic market dislocations of the kind surrounding the insolvency of Lehman Brothers in 2008, if repeated, would be highly disruptive to economies and markets, adversely affecting individual companies and industries, securities markets, interest rates, credit ratings, inflation, investor sentiment, and other factors affecting the value of the Funds investments. During such market disruptions, a Funds exposure to the risks described elsewhere in the Principal Risks section of the prospectus will likely increase. Market disruptions, including sudden government interventions, can also prevent the Funds from implementing their investment strategies and achieving their investment objectives. To the extent a Fund has focused its investments in the stock index of a particular region, adverse geopolitical and other events in that region could have a disproportionate impact on the Fund. |
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DISCLOSURE OF PORTFOLIO HOLDINGS
A description of the Funds policies and procedures regarding the disclosure of the Funds portfolio holdings is available in the SAI. Further information is available at www.lordabbett.com.
MANAGEMENT AND ORGANIZATION OF THE FUNDS
Board of Directors. The Board oversees the management of the business and affairs of the Funds. The Board meets regularly to review the Funds portfolio investments, performance, expenses, and operations. The Board appoints officers who are responsible for the day-to-day operations of the Funds and who execute policies authorized by the Board. At least 75 percent of the Board members are independent of Lord Abbett.
Investment Adviser. The Funds investment adviser is Lord Abbett, which is located at 90 Hudson Street, Jersey City, NJ 07302-3973. Founded in 1929, Lord Abbett manages one of the nations oldest mutual fund complexes and manages approximately $134.5 billion in assets across a full range of mutual funds, institutional accounts, and separately managed accounts, including $1.6 billion for which Lord Abbett provides investment models to managed account sponsors as of November 30, 2016.
Portfolio Managers. Each Fund is managed by an experienced portfolio manager or experienced portfolio managers responsible for investment decisions together with a team of investment professionals who provide issuer, industry, sector and macroeconomic research and analysis. The SAI contains additional information about portfolio manager compensation, other accounts managed, and ownership of Fund shares.
Each Funds team is headed by Daniel S. Solender, Partner and Director, who joined Lord Abbett as a member of the municipal team in 2006. Assisting Mr. Solender are Philip B. Herman, and Daniel T. Vande Velde. Mr. Herman, Portfolio Manager, joined Lord Abbett in 2007 and became a member of the municipal team in 2010. Mr. Vande Velde, Partner and Portfolio Manager, joined Lord Abbett and became a member of the municipal team in 2007.
Mr. Solender is primarily responsible for the day-to-day management of AMT Free Municipal Bond Fund, National Tax Free Fund, High Yield Municipal Bond Fund, Short Duration High Yield Municipal Bond Fund, and California Tax Free Fund. Messrs. Solender and Vande Velde are jointly and primarily responsible for the day-to-day management of Short Duration Tax Free Fund and Intermediate Tax Free Fund. Messrs. Solender and Herman are jointly and primarily responsible for the day-to-day management of New Jersey Tax Free Fund and New York Tax Free Fund.
PROSPECTUS THE FUNDS
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Management Fee. Lord Abbett is entitled to a management fee based on each Funds average daily net assets. The management fee is accrued daily and payable monthly.
Lord Abbett is entitled to a management fee for each of Short Duration Tax Free Fund and Short Duration High Yield Municipal Bond Fund as calculated at the following annual rates:
0.40% on the first $2 billion of average daily net assets;
0.375% on the next $1 billion of average daily net assets; and
0.35% on the Funds average daily net assets over $3 billion.
For the fiscal year ended September 30, 2016, the effective annual rate of the fee paid to Lord Abbett, net of any applicable waivers or reimbursements, was 0.34% of Short Duration Tax Free Fund, and was 0.02% of Short Duration High Yield Municipal Bond Funds average daily net assets.
Lord Abbett is entitled to a management fee for Intermediate Tax Free Fund as calculated at the following annual rates:
0.40% on the first $2 billion of average daily net assets;
0.375% on the next $3 billion of average daily net assets;
0.35% on the next $5 billion of average daily net assets; and
0.32% on the Funds average daily net assets over $10 billion.
For the fiscal year ended September 30, 2016, the effective annual rate of the fee paid to Lord Abbett was 0.39% of Intermediate Tax Free Funds average daily net assets.
Lord Abbett is entitled to a management fee for AMT Free Municipal Bond Fund as calculated at the following annual rates:
0.50% on the first $500 million of average daily net assets;
0.45% on the next $1 billion of average daily net assets; and
0.40% on the Funds average daily net assets over $1.5 billion.
For the fiscal year ended September 30, 2016, the effective annual rate of the fee paid to Lord Abbett, net of any applicable waivers or reimbursements, was 0.23% of AMT Free Municipal Bond Funds average daily net assets.
Lord Abbett is entitled to a management fee for each of the National Tax Free Fund, California Tax Free Fund, New Jersey Tax Free Fund, and New York Tax Free Fund as calculated at the following annual rates:
0.45% on the first $1 billion of average daily net assets;
0.40% on the next $1 billion of average daily net assets; and
0.35% on each Funds average daily net assets over $2 billion.
PROSPECTUS THE FUNDS
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For the fiscal year ended September 30, 2016, the effective annual rate of the fee paid to Lord Abbett of each Funds average daily net assets was 0.42% for National Tax Free Fund, 0.45% for each of California Tax Free Fund and New York Tax Free Fund, and 0.43% for New Jersey Tax Free Fund.
Lord Abbett is entitled to a management fee for High Yield Municipal Bond Fund as calculated at the following annual rates:
0.50% on the first $1 billion of average daily net assets;
0.45% on the next $1 billion of average daily net assets; and
0.40% on the Funds average daily net assets over $2 billion.
For the fiscal year ended September 30, 2016, the effective annual rate of the fee paid to Lord Abbett was 0.47% of High Yield Municipal Bond Funds average daily net assets.
In addition, Lord Abbett provides certain administrative services to each Fund pursuant to an Administrative Services Agreement in return for a fee at an annual rate of 0.04% of each Funds average daily net assets. Each Fund pays all of its expenses not expressly assumed by Lord Abbett.
Each year the Board considers whether to approve the continuation of the existing management and administrative services agreements between the Funds and Lord Abbett. A discussion regarding the basis for the Boards approval generally is available in the Funds semiannual report to shareholders for the six-month period ended March 31 st .
As used in the remaining portion of this prospectus, the terms a Fund, each Fund, and the Fund refer to each Fund individually or the Funds collectively, as the context may require, unless reference to a specific Fund is provided.
Each class of shares represents an investment in the same portfolio of securities, but each has different availability and eligibility criteria, sales charges, expenses, and dividends, allowing you to choose the available class that best meets your needs. You should read this section carefully to determine which class of shares is best for you and discuss your selection with your financial intermediary. Factors you should consider in choosing a share class include:
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the amount you plan to invest; |
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the length of time you expect to hold your investment; |
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the total costs associated with your investment, including any sales charges that you may pay when you buy or sell your Fund shares and expenses that are paid out of Fund assets over time; |
PROSPECTUS THE FUNDS
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whether you qualify for any reduction or waiver of sales charges; |
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whether you plan to take any distributions in the near future; |
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the availability of the share class; |
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the services that will be available to you; and |
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the amount of compensation that your financial intermediary will receive. |
If you plan to invest a large amount and your investment horizon is five years or more, as between Class A and C shares, Class A shares may be more advantageous than Class C shares. The higher ongoing annual expenses of Class C shares may cost you more over the long term than the front-end sales charge you would pay on larger purchases of Class A shares.
Key Features of Share Classes. The following table compares key features of each share class. You should review the fee table and example at the front of this prospectus carefully before choosing your share class. As a general matter, share classes with relatively lower expenses tend to have relatively higher dividends. Your financial intermediary can help you decide which class meets your goals. Not all share classes may be available through your financial intermediary. Your financial intermediary may receive different compensation depending upon which class you choose.
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Class A Shares |
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Availability |
Available through financial intermediaries to individual investors |
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Front-End Sales Charge |
Up to 2.25%; reduced or waived for large purchases and certain investors; eliminated for purchases of $500,000 or more |
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CDSC |
1.00% on redemptions made within one year following purchases of $500,000 or more; waived under certain circumstances |
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Distribution and Service (12b-1) Fee (1) |
0.20% of the Funds average daily net assets, comprised of:
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Automatic Conversion |
None |
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Exchange Privilege (2) |
Class A shares of most Lord Abbett Funds |
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Class B Shares |
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Availability |
Class B shares no longer are available for purchase by new or existing investors and only will be issued in connection with (i) an exchange of Class B shares from another Lord Abbett Fund or (ii) a reinvestment of a dividend and/or capital gain distribution. |
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Front-End Sales Charge |
None |
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CDSC |
Up to 5.00% on redemptions; reduced over time and eliminated after sixth anniversary of purchase; waived under certain circumstances |
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Distribution and Service (12b-1) Fee (1) |
1.00% of the Funds average daily net assets, comprised of:
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Automatic Conversion |
Automatic conversion to Class A shares after approximately the eighth anniversary of purchase (3) |
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Exchange Privilege (2) |
Class B shares of most Lord Abbett Funds |
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Class C Shares |
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Availability |
Available through financial intermediaries to individual investors; purchases generally must be under $500,000 |
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Front-End Sales Charge |
None |
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CDSC |
1.00% on redemptions made before the first anniversary of purchase; waived under certain circumstances |
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Distribution and Service (12b-1) Fee (1) |
Each Fund is subject to Class C service and distribution fees at a blended rate calculated based on (i) a service fee of 0.25% and a distribution fee of 0.75% of the Funds average daily net assets attributable to shares held for less than one year and (ii) a service fee of 0.25% and a distribution fee of 0.55% of the Funds average daily net assets attributable to shares held for one year or more. All Class C shareholders of the Fund will bear service and distribution fees at the same rate. |
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Automatic Conversion |
None |
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Exchange Privilege (2) |
Class C shares of most Lord Abbett Funds |
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Class F Shares |
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Availability |
Available only to eligible fee-based advisory programs and certain registered investment advisers |
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Front-End Sales Charge |
None |
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CDSC |
None |
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|
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Distribution and Service (12b-1) Fee (1) |
0.10% of the Funds average daily net assets, comprised of:
|
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Automatic Conversion |
None |
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Exchange Privilege (2) |
Class F shares of most Lord Abbett Funds |
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Class I Shares |
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Availability |
Available only to eligible investors |
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Front-End Sales Charge |
None |
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||||
CDSC |
None |
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||||
Distribution and Service (12b-1) Fee (1) |
None |
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Automatic Conversion |
None |
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|
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Exchange Privilege (2) |
Class I shares of most Lord Abbett Funds |
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Class P Shares |
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|
||||
Availability |
Available on a limited basis through certain financial intermediaries (5) |
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|
||||
Front-End Sales Charge |
None |
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|
||||
CDSC |
None |
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|
||||
Distribution and Service (12b-1) Fee (1) |
0.45% of the Funds average daily net assets, comprised of:
|
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||||
Automatic Conversion |
None |
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|
||||
Exchange Privilege (2) |
Class P shares of most Lord Abbett Funds |
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Class T Shares |
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Availability |
Available through certain financial intermediaries to individual investors and certain retirement and benefit plans |
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||||
Front-End Sales Charge (6) |
Up to 2.50%; reduced for large purchases |
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CDSC |
None |
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|
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Distribution and Service 12b-1 Fee (1) |
0.25% of the Funds average daily net assets, comprised of:
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Automatic Conversion |
None |
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Exchange Privilege (2) |
None |
(1) |
The 12b-1 plan provides that the maximum payments that may be authorized by the Board are: for Class T shares, 0.25%; for Class A shares, 0.50%; for Class P shares, 0.75%; and for Class B, C, and F shares, 1.00%. The rates shown in the table above are the 12b-1 rates currently authorized by the Board for each share class and may be changed only upon authorization of the Board. The 12b-1 plan does not permit any payments for Class I shares. |
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(2) |
Ask your financial intermediary about the Lord Abbett Funds available for exchange. |
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(3) |
Class B shares automatically will convert to Class A shares on the 25th day of the month (or, if the 25th is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted. |
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(4) |
The 0.10% Class F share 12b-1 fee may be designated as a service fee in limited circumstances as described in Financial Intermediary Compensation. |
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(5) |
Class P shares are closed to substantially all new investors. |
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(6) |
The entire sales charge is paid to the financial intermediary. |
PROSPECTUS THE FUNDS
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Investment Minimums.
The minimum initial and additional amounts shown below vary depending on the class of shares you buy and the type of account. Certain financial intermediaries may impose different restrictions than those described below. Consult your financial intermediary for more information. Class B shares no longer are available for purchase by new or existing investors and only will be issued in connection with (i) an exchange of Class B shares from another Lord Abbett Fund or (ii) a reinvestment of a dividend and/or capital gain distribution. For Class I shares, the minimum investment shown below applies to certain types of institutional investors, but does not apply to registered investment advisers or retirement and benefit plans otherwise eligible to invest in Class I shares. Class P shares are closed to substantially all new investors. There is no minimum initial investment for Invest-A-Matic accounts held directly with the Fund, including IRAs.
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Investment Minimums Initial/Additional Investments |
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Class |
A, C, and T |
F and P |
I |
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General and IRAs without Invest-A-Matic Investments |
$1,000/No minimum |
N/A |
See below |
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Invest-A-Matic Accounts |
$250/$50 |
N/A |
N/A |
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IRAs, SIMPLE and SEP Accounts with Payroll Deductions |
No minimum |
N/A |
N/A |
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Fee-Based Advisory Programs and Retirement and Benefit Plans |
No minimum |
No minimum |
No minimum |
Class I Share Minimum Investment. Unless otherwise provided, the minimum amount of an initial investment in Class I shares is $1 million. There is no minimum initial investment for (i) purchases through or by registered investment advisers, bank trust departments, and other financial intermediaries otherwise eligible to purchase Class I shares that charge a fee for services that include investment advisory or management services or (ii) purchases by retirement and benefit plans meeting the Class I eligibility requirements described below. These investment minimums may be suspended, changed, or withdrawn by Lord Abbett Distributor LLC, the Funds principal underwriter (Lord Abbett Distributor).
Additional Information about the Availability of Share Classes.
Class B Shares. The Fund no longer offers Class B shares for new or additional investments. Existing shareholders of Class B shares may reinvest dividends into Class B shares and exchange their Class B shares for Class B shares of other Lord Abbett Funds as permitted by the current exchange privileges. The 12b-1 fee, contingent deferred sales charge (CDSC), and conversion features will continue to apply to Class B shares held by shareholders. Any purchase request for Class B shares will be deemed to be a purchase request for Class A shares and will be subject to any applicable sales charge.
PROSPECTUS THE FUNDS
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Class C Shares. The Fund will not accept purchases of Class C shares of $500,000 or more, or in any amount that, when combined with the value of all shares of Eligible Funds (as defined below) under the terms of rights of accumulation, would result in the investor holding more than $500,000 of shares of Eligible Funds at the time of such purchase, unless an appropriate representative of the investors broker-dealer firm (or other financial intermediary, as applicable) provides written authorization for the transaction. Please contact Lord Abbett Distributor with any questions regarding eligibility to purchase Class C shares based on the prior written authorization from the investors broker-dealer firm or other financial intermediary.
Class F Shares. Class F shares generally are available to investors participating in fee-based advisory programs that have (or whose trading agents have) an agreement with Lord Abbett Distributor and to investors that are clients of certain registered investment advisers that have an agreement with Lord Abbett Distributor, if it so deems appropriate.
Class I Shares. Class I shares are available for purchase by the entities identified below. An investor that is eligible to purchase Class I shares under one of the categories below need not satisfy the requirements of any other category.
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Institutional investors, including companies, foundations, endowments, municipalities, trusts (other than individual or personal trusts established for estate or financial planning purposes), and other entities determined by Lord Abbett Distributor to be institutional investors, making an initial minimum purchase of Class I shares of at least $1 million in each Fund in which the institutional investor purchases Class I shares. Such institutional investors may purchase Class I shares directly or through a registered broker-dealer, provided that such purchases are not made by or on behalf of institutional investors that are participants in a fee-based program the participation in which is available to non-institutional investors, as described below. |
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Institutional investors purchasing Class I shares in fee-based investment advisory programs the participants of which are limited solely to institutional investors otherwise eligible to purchase Class I shares and where the program sponsor has entered into a special arrangement with the Fund and/or Lord Abbett Distributor specifically for such purchases. Institutional investors investing through such an investment advisory program are not subject to the $1 million minimum initial investment. |
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Registered investment advisers investing on behalf of their advisory clients may purchase Class I shares without any minimum initial investment, provided that Class I shares are not available for purchase by or on behalf of: |
o |
Participants in fee-based broker-dealer-sponsored investment advisory programs or services (other than as described above), including mutual fund wrap programs, or a bundled suite of services, such as brokerage, |
PROSPECTUS THE FUNDS
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investment advice, research, and account management, for which the participant pays for all or a specified number of transactions, including mutual fund purchases, in the participants account during a certain period; or |
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o |
Non-institutional advisory clients of a registered investment adviser that also is a registered broker-dealer and where the firm has entered into any agreement or arrangement whereby Lord Abbett makes payments to the firm out of its own resources for various services, such as marketing support, training and education activities, and other services for which Lord Abbett may make such revenue sharing payments to the firm. |
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Participants in bank-offered fee-based programs may purchase Class I shares without any minimum initial investment if: (i) the program offers asset allocation models for which the bank or an affiliate of the bank has sole discretion to select mutual funds included in the model and determine the percentage of the model allocated among those funds; and (ii) the program uses institutional mutual fund share classes exclusively. |
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Bank trust departments and trust companies purchasing shares for their clients may purchase Class I shares without any minimum initial investment, provided that the bank or trust company (and its trading agent, if any) has entered into a special arrangement with the Fund and/or Lord Abbett Distributor specifically for such purchases. This provision does not extend to bank trust departments acting on behalf of retirement and benefit plans, which are subject to separate eligibility criteria as discussed immediately below. |
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Each registered investment company within the Lord Abbett Family of Funds that operates as a fund-of-funds and, at the discretion of Lord Abbett Distributor, other registered investment companies that are not affiliated with Lord Abbett and operate as funds-of-funds, may purchase Class I shares without any minimum initial investment. |
Shareholders who do not meet the above criteria but currently hold Class I shares may continue to hold, purchase, exchange, and redeem Class I shares, provided that there has been no change in the account since purchasing Class I shares. Financial intermediaries should contact Lord Abbett Distributor to determine whether the financial intermediary may be eligible for such purchases.
Class P Shares. Class P shares are closed to substantially all new investors. Existing shareholders holding Class P shares may continue to hold their Class P shares and make additional purchases, redemptions, and exchanges. Class P shares also are available for orders made by or on behalf of a financial intermediary for clients participating in an IRA rollover program sponsored by
PROSPECTUS THE FUNDS
139
the financial intermediary that operates the program in an omnibus recordkeeping environment and has entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such orders.
Class T Shares. Class T shares are available for orders made through certain financial intermediaries that have entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such orders. Please see the SAI for more information.
As an investor in the Fund, you may pay one of two types of sales charges: a front-end sales charge that is deducted from your investment when you buy Fund shares or a CDSC that applies when you sell Fund shares.
Class A and T Share Front-End Sales Charges. Front-end sales charges are applied only to Class A and T shares. You buy Class A and T shares at the offering price, which is the NAV plus a sales charge. You pay a lower rate as the size of your investment increases to certain levels called breakpoints. You do not pay a sales charge on the Funds distributions or dividends you reinvest in additional Class A or T shares. The tables below show the rate of sales charge you pay (expressed as a percentage of the offering price and the net amount you invest), depending on the class and amount you purchase.
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|
|
Front-End Sales Charge Class A Shares |
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Your
|
Front-End Sales
|
Front-End Sales
|
To Compute
|
Maximum Dealers
|
||||||
|
||||||||||
Less than $100,000 |
2.25% |
2.30% |
.9775 |
2.00% |
||||||
|
||||||||||
$100,000 to $249,999 |
1.75% |
1.78% |
.9825 |
1.50% |
||||||
|
||||||||||
$250,000 to $499,999 |
1.25% |
1.26% |
.9875 |
1.00% |
||||||
|
||||||||||
$500,000 and over |
No Sales Charge |
No Sales Charge |
1.0000 |
|
|
See Dealer Concessions on Class A Share Purchases Without a Front-End Sales Charge.
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PROSPECTUS THE FUNDS
140
CDSC. Regardless of share class, the CDSC is not charged on shares acquired through reinvestment of dividends or capital gain distributions and is charged on the original purchase cost or the current market value of the shares at the time they are redeemed, whichever is lower. To minimize the amount of any CDSC, the Fund redeems shares in the following order:
1. |
shares acquired by reinvestment of dividends and capital gain distributions (always free of a CDSC); |
||
2. |
shares held for six years or more (Class B), or one year or more (Class A and 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 A and Class C). |
If you acquire Fund shares through an exchange from another Lord Abbett Fund that originally were purchased subject to a CDSC and you redeem before the applicable CDSC period has expired, you will be charged the CDSC (unless a CDSC waiver applies). The CDSC will be remitted to the appropriate party.
Class A Share CDSC. If you buy Class A shares of the Fund under certain purchases at NAV (without a front-end sales charge) or if you acquire Class A shares of the Fund in exchange for Class A shares of another Lord Abbett Fund subject to a CDSC, and you redeem any of the Class A shares before the first day of the month in which the one-year anniversary of your purchase falls, a CDSC of 1% normally will be collected. Class F, I, P, and T shares are not subject to a CDSC.
Class B Share CDSC. The CDSC for Class B shares normally applies if you redeem your shares before the sixth anniversary of the day on which the purchase order was accepted. The CDSC will be remitted to Lord Abbett Distributor. The CDSC declines the longer you own your shares, according to the following schedule:
PROSPECTUS THE FUNDS
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|
|
|
|
CDSC Class B Shares |
||||
|
||||
Anniversary of the Day on
|
CDSC on Redemptions
|
|||
|
||||
Before the 1st |
5.0% |
|||
|
||||
On the 1st, before the 2nd |
4.0% |
|||
|
||||
On the 2nd, before the 3rd |
3.0% |
|||
|
||||
On the 3rd, before the 4th |
3.0% |
|||
|
||||
On the 4th, before the 5th |
2.0% |
|||
|
||||
On the 5th, before the 6th |
1.0% |
|||
|
||||
On or after the 6th anniversary (2) |
None |
(1) |
The anniversary is the same calendar day in each respective year after the date of purchase. For example, the anniversary for shares purchased on May 1 st will be May 1 st of each succeeding year. |
|||
(2) |
Class B shares automatically will convert to Class A shares on the 25 th day of the month (or, if the 25 th is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted. |
Class C Share CDSC. The 1% CDSC for Class C shares normally applies if you redeem your shares before the first anniversary of your purchase. The CDSC will be remitted to Lord Abbett Distributor.
SALES CHARGE REDUCTIONS AND WAIVERS
Please inform the Fund or your financial intermediary at the time of your purchase of Fund shares if you believe you qualify for a reduced front-end sales charge. More information about sales charge reductions and waivers is available free of charge at www.lordabbett.com/flyers/breakpoints_info.pdf.
Reducing Your Class A Share Front-End Sales Charge. You may purchase Class A shares at a discount if you qualify under the circumstances outlined below. To receive a reduced front-end sales charge, you must let the Fund or your financial intermediary know at the time of your purchase of Fund shares that you believe you qualify for a discount. If you or a related party have holdings of Eligible Funds (as defined below) in other accounts with your financial intermediary or with other financial intermediaries that may be combined with your current purchase in determining the sales charge as described below, you must let the Fund or your financial intermediary know. You may be asked to provide supporting account statements or other information to allow us or your financial intermediary to verify your eligibility for a discount. If you or your financial intermediary do not notify the Fund or provide the requested information, you may not receive the reduced sales charge for which you otherwise qualify. Class A shares may be purchased at a discount if you qualify under any of the following conditions:
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Larger Purchases You may reduce or eliminate your Class A front-end sales charge by purchasing Class A shares in greater quantities. The breakpoint discounts offered by the Fund are indicated in the table under Sales Charges Class A and T Share Front-End Sales Charges. |
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Rights of Accumulation A Purchaser (as defined below) may combine the value of Class A, B, C, F, and P shares of any Eligible Fund currently owned with a new purchase of Class A shares of any Eligible Fund in order to reduce the sales charge on the new purchase. Class I and T share holdings may not be combined for these purposes. |
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To the extent that your financial intermediary is able to do so, the value of Class A, B, C, F, and P shares of Eligible Funds determined for the purpose of reducing the sales charge of a new purchase under the Rights of Accumulation will be calculated at the higher of: (1) the aggregate current maximum offering price of your existing Class A, B, C, F, and P shares of Eligible Funds; or (2) the aggregate amount you invested in such shares (including dividend reinvestments but excluding capital appreciation) less any redemptions. You should retain any information and account records necessary to substantiate the historical amounts you and any related Purchasers have invested in Eligible Funds. You must inform the Fund and/or your financial intermediary at the time of purchase if you believe your purchase qualifies for a reduced sales charge and you may be requested to provide documentation of your holdings in order to verify your eligibility. If you do not do so, you may not receive all sales charge reductions for which you are eligible. |
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Letter of Intention In order to reduce your Class A front-end sales charge, a Purchaser may combine purchases of Class A, C, F, and P shares of any Eligible Fund the Purchaser intends to make over the next 13 months in determining the applicable sales charge. The 13-month Letter of Intention period commences on the day that the Letter of Intention is received by the Fund, and the Purchaser must tell the Fund that later purchases are subject to the Letter of Intention. Purchases submitted prior to the date the Letter of Intention is received by the Fund are not counted toward the sales charge reduction. Current holdings under Rights of Accumulation may be included in a Letter of Intention in order to reduce the sales charge for purchases during the 13-month period covered by the Letter of Intention. Shares purchased through reinvestment of dividends or distributions are not included. Class I and T share holdings may not be combined for these purposes. Class A shares valued at 5% of the amount of intended purchases are escrowed and may be redeemed to cover the additional sales charges payable if the intended purchases under the Letter of Intention are not completed. The Letter of Intention is neither a binding obligation on you to buy, nor on the Fund to sell, any or all of the intended purchase amount. |
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Reducing Your Class T Share Front-End Sales Charge. Other than the front-end sales charge breakpoint discounts applicable for purchases of Class T shares, as set forth in the table applicable to Class T shares included above in Sales Charges Class A and T Share Front-End Sales Charges, reduced front-end sales charges are not available for T shares. Accordingly, the conditions for reducing the front-end sales charges for purchases of Class A shares set forth immediately above do not apply to purchases of Class T shares.
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Purchaser |
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A Purchaser includes: (1) an individual; (2) an individual, his or her spouse, and children under the age of 21; (3) retirement and benefit plans including a 401(k) plan, profit-sharing plan, money purchase plan, defined benefit plan, and 457(b) plan sponsored by a governmental entity, non-profit organization, school district or church to which employer contributions are made, as well as SIMPLE IRA plans and SEP-IRA plans; or (4) a trustee or other fiduciary purchasing shares for a single trust, estate or single fiduciary account. An individual may include under item (1) his or her holdings in Eligible Funds as described below in IRAs, as a sole participant of a retirement and benefit plan sponsored by the individuals business, and as a participant in a 403(b) plan to which only pre-tax salary deferrals are made. An individual and his or her spouse may include under item (2) their holdings in IRAs, and as the sole participants in retirement and benefit plans sponsored by a business owned by either or both of them. A retirement and benefit plan under item (3) includes all qualified retirement and benefit plans of a single employer and its consolidated subsidiaries, and all qualified retirement and benefit plans of multiple employers registered in the name of a single bank trustee. |
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Eligible Fund |
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An Eligible Fund is any Lord Abbett Fund except for (1) Lord Abbett Series Fund, Inc.; (2) Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. (Money Market Fund) (except for holdings in Money Market Fund which are attributable to any shares exchanged from the Lord Abbett Funds); and (3) any other fund the shares of which are not available to the investor at the time of the transaction due to a limitation on the offering of the funds shares. |
Front-End Sales Charge Waivers. Class A shares may be purchased without a front-end sales charge (at NAV) under any of the following conditions:
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purchases of $500,000 or more (may be subject to a CDSC); |
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purchases made by or on behalf of financial intermediaries for clients that pay the financial intermediaries fees in connection with a fee-based advisory program; |
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purchases by investors maintaining a brokerage account with a registered broker-dealer that has entered into an agreement with Lord Abbett Distributor to offer Class A shares through a load-waived network or platform, which may or may not charge transaction fees; |
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purchases made with dividends and distributions on Class A shares of another Eligible Fund; |
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purchases by employees of any consenting securities dealer having a sales agreement with Lord Abbett Distributor; |
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purchases involving the concurrent sale of Class B or C shares of the Fund related to the requirements of a settlement agreement that the broker-dealer entered into with a regulatory body relating to share class suitability. These sales transactions will be subject to the assessment of any applicable CDSCs (although the broker-dealer may pay on behalf of the investor or reimburse the investor for any such CDSC), and any investor purchases subsequent to the original concurrent transactions will be at the applicable public offering price, which may include a sales charge; and |
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certain other types of investors may qualify to purchase Class A shares without a front-end sales charge as described in the SAI. |
CDSC Waivers. The CDSC generally will not be assessed on the redemption of Class A, B, or C shares under the circumstances listed in the table below. Certain other types of redemptions may qualify for a CDSC waiver. Documentation may be required and some limitations may apply.
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CDSC Waivers |
Share Class(es) |
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Eligible mandatory distributions under the Internal Revenue Code of 1986 |
A, B, C |
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Death of the shareholder |
B, C |
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Redemptions under Div-Move and Systematic Withdrawal Plans (up to 12% per year) |
B, C |
Concurrent Sales. A broker-dealer may pay on behalf of an investor or reimburse an investor for a CDSC otherwise applicable in the case of transactions involving purchases through such broker-dealer where the investor concurrently is selling his or her holdings in Class B or C shares of the Fund and buying Class A shares of the Fund, provided that the purchases are related to the requirements of a settlement agreement that the broker-dealer entered into with a regulatory body relating to share class suitability.
Sales Charge Waivers on Transfers between Accounts. Class A shares may be purchased at NAV under the following circumstances:
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Transfers of Lord Abbett Fund shares from an IRA or other qualified retirement plan account to a taxable account in connection with a required minimum distribution; and |
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Transfers of Lord Abbett Fund shares held in a taxable account to an IRA or other qualified retirement plan account for the purpose of making a contribution to the IRA or other qualified retirement plan account. |
A CDSC will not be imposed at the time of the transaction under such circumstances; instead, the date on which such shares were initially purchased will be used to calculate any applicable CDSC when the shares are redeemed.
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Reinvestment Privilege. If you redeem Class A or B shares of the Fund, you may reinvest some or all of the proceeds in the same class of any Eligible Fund on or before the 60th day after the redemption without a sales charge unless the reinvestment would be prohibited by the Funds frequent trading policy. Special tax rules may apply. Please see the SAI for more information. If you paid a CDSC when you redeemed your shares, you will be credited with the amount of the CDSC. All accounts involved must have the same registration. This privilege does not apply to purchases made through Invest-A-Matic or other automatic investment services.
FINANCIAL INTERMEDIARY COMPENSATION
As part of a plan for distributing shares, authorized financial intermediaries that sell the Funds shares and service its shareholder accounts receive sales and service compensation. Additionally, authorized financial intermediaries may charge a fee to effect transactions in Fund shares.
Sales compensation originates from sales charges that are paid directly by shareholders and 12b-1 distribution fees that are paid by the Fund out of share class assets. Service compensation originates from 12b-1 service fees. Because 12b-1 fees are paid on an ongoing basis, over time the payment of such fees will increase the cost of an investment in the Fund, which may be more than the cost of other types of sales charges. The Fund accrues 12b-1 fees daily at annual rates shown in the Fees and Expenses table above based upon average daily net assets. The portion of the distribution and service (12b-1) fees that Lord Abbett Distributor pays to financial intermediaries for each share class is as follows:
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Class |
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Fee (1) |
A (2) |
B (2) |
C (2)(3) |
F (4) |
I |
P |
T |
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Service |
0.15% |
0.25% |
0.25% |
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0.25% |
0.25% |
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Distribution |
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0.50% |
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0.20% |
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(1) |
The Fund may designate a portion of the aggregate fee as attributable to service activities for purposes of calculating Financial Industry Regulatory Authority, Inc. sales charge limitations. |
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(2) |
For purchases of Class A shares without a front-end sales charge and for which Lord Abbett Distributor pays distribution-related compensation, and for all purchases of Class B and Class C shares, the 12b-1 payments shall commence 13 months after purchase. |
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(3) |
Assumes a Class C 12b-1 rate of 1.00%. The 12b-1 fee the Fund will pay on Class C shares will be a blended rate calculated based on (1) 1.00% of the Funds average daily net assets attributable to shares held for less than one year and (2) 0.80% of the Funds average daily net assets attributable to shares held for one year or more. All Class C shareholders of the Fund will bear 12b-1 fees at the same rate. |
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(4) |
The Fund generally designates the entire Class F share Rule 12b-1 fee as attributable to distribution activities conducted by Lord Abbett Distributor. Lord Abbett Distributor therefore generally retains the Class F share Rule 12b-1 fee and does not pay it to a financial intermediary. However, Lord Abbett Distributor in its sole discretion may pay to a financial intermediary directly all or a portion of the Class F share Rule 12b-1 fee upon request, provided that (i) the financial intermediarys fee-based advisory program has invested at least $1 billion in Class F shares across the Lord Abbett Family of Funds at the time of the request, (ii) the financial intermediary converted its fee-based advisory program holdings from Class A shares to Class F shares no more than three months before making the request, and (iii) the financial intermediary has a practice of, in effect, reducing the advisory fee it receives from its fee-based program participants by an amount corresponding to any Rule 12b-1 fee revenue it receives. |
Lord Abbett Distributor may pay 12b-1 fees to authorized financial intermediaries or use the fees for other distribution purposes, including revenue sharing. The amounts paid by the Fund need not be directly related to expenses. If Lord Abbett Distributors actual expenses exceed the fee paid to it, the Fund will not have to pay more than that fee. Conversely, if Lord Abbett Distributors expenses are less than the fee it receives, Lord Abbett Distributor will keep the excess amount of the fee.
Sales Activities. The Fund may use 12b-1 distribution fees to pay authorized financial intermediaries to finance any activity that primarily is intended to result in the sale of shares. Lord Abbett Distributor uses its portion of the distribution fees attributable to the shares of a particular class for activities that primarily are intended to result in the sale of shares of such class. These activities include, but are not limited to, printing of prospectuses and statements of additional information and reports for anyone other than existing shareholders, preparation and distribution of advertising and sales material, expenses of organizing and conducting sales seminars, additional payments to authorized financial intermediaries, maintenance of shareholder accounts, the cost necessary to provide distribution-related services or personnel, travel, office expenses, equipment and other allocable overhead.
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Service Activities. Lord Abbett Distributor may pay 12b-1 service fees to authorized financial intermediaries for any activity that primarily is intended to result in personal service and/or the maintenance of shareholder accounts. Any portion of the service fees paid to Lord Abbett Distributor will be used to service and maintain shareholder accounts.
Dealer Concessions on Class A and T Share Purchases With a Front-End Sales Charge. See Sales Charges Class A and T Share Front-End Sales Charges for more information.
Dealer Concessions on Class A Share Purchases Without a Front-End Sales Charge. Except as otherwise set forth in the following paragraphs, Lord Abbett Distributor may pay Dealers distribution-related compensation (i.e., concessions) in connection with purchases of $500,000 or more (may be subject to a CDSC).
Dealers receive concessions described below on purchases made within a 12-month period beginning with the first NAV purchase of Class A shares for the account. The concession rate resets on each anniversary date of the initial NAV purchase, provided that the account continues to qualify for treatment at NAV. Current holdings of Class B, C, and P shares of Eligible Funds will be included for purposes of calculating the breakpoints in the schedule below and the amount of the concessions payable with respect to the Class A share investment. Concessions may not be paid with respect to Alliance Arrangements unless Lord Abbett Distributor can monitor the applicability of the CDSC.
Financial intermediaries should contact Lord Abbett Distributor for more complete information on the commission structure.
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Dealer Concession Schedule
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The dealer concession received is based on the amount of the Class A share investment as follows:
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Class A Investments |
Front-End Sales Charge* |
Dealers Concession |
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$500,000 to $5 million |
None |
1.00% |
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Next $5 million above that |
None |
0.55% |
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Next $40 million above that |
None |
0.50% |
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Over $50 million |
None |
0.25% |
* |
Class A shares purchased without a sales charge will be subject to a 1% CDSC if they are redeemed before the first day of the month in which the one-year anniversary of the purchase falls. |
Dealer Concessions on Class B Shares. The Fund no longer offers Class B shares for purchase by new or existing investors (other than through an exchange or reinvestment of a distribution). Accordingly, sales concessions on Class B shares no longer are available.
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Dealer Concessions on Class C Shares. Lord Abbett Distributor may pay financial intermediaries selling Class C shares a sales concession of up to 1.00% of the purchase price of the Class C shares and Lord Abbett Distributor will collect and retain any applicable CDSC.
Dealer Concessions on Class F, I, and P Shares. Class F, I, and P shares are purchased at NAV with no front-end sales charge and no CDSC when redeemed. Accordingly, there are no dealer concessions on these shares.
Revenue Sharing and Other Payments to Dealers and Financial Intermediaries. Lord Abbett (the term Lord Abbett in this section also refers to Lord Abbett Distributor unless the context requires otherwise) may make payments to certain financial intermediaries for marketing and distribution support activities. Lord Abbett makes these payments, at its own expense, out of its own resources (including revenues from advisory fees and 12b-1 fees), and without any additional costs to the Fund or the Funds shareholders.
These payments, which may include amounts that sometimes are referred to as revenue sharing payments, are in addition to the Funds fees and expenses described in this prospectus. In general, these payments are intended to compensate or reimburse financial intermediary firms for certain activities, including: promotion of sales of Fund shares, such as placing the Lord Abbett Family of Funds on a preferred list of fund families; making Fund shares available on certain platforms, programs, or trading venues; educating a financial intermediary firms sales force about the Lord Abbett Funds; providing services to shareholders; and various other promotional efforts and/or costs. The payments made to financial intermediaries may be used to cover costs and expenses related to these promotional efforts, including travel, lodging, entertainment, and meals, among other things. In addition, Lord Abbett may provide payments to a financial intermediary in connection with Lord Abbetts participation in or support of conferences and other events sponsored, hosted, or organized by the financial intermediary. The aggregate amount of these payments may be substantial and may exceed the actual costs incurred by the financial intermediary in engaging in these promotional activities or services and the financial intermediary firm may realize a profit in connection with such activities or services.
Lord Abbett may make such payments on a fixed or variable basis based on Fund sales, assets, transactions processed, and/or accounts attributable to a financial intermediary, among other factors. Lord Abbett determines the amount of these payments in its sole discretion. In doing so, Lord Abbett may consider a number of factors, including: a financial intermediarys sales, assets, and redemption rates; the nature and quality of any shareholder services provided by the financial intermediary; the quality and depth of the financial intermediarys existing business relationships with Lord Abbett; the expected potential to expand such relationships; and the financial intermediarys anticipated growth
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prospects. Not all financial intermediaries receive revenue sharing payments and the amount of revenue sharing payments may vary for different financial intermediaries. Lord Abbett may choose not to make payments in relation to certain of the Lord Abbett Funds or certain classes of shares of any particular Fund.
In some circumstances, these payments may create an incentive for a broker-dealer or its investment professionals to recommend or sell Fund shares to you. Lord Abbett may benefit from these payments to the extent the broker-dealers sell more Fund shares or retain more Fund shares in their clients accounts because Lord Abbett receives greater management and other fees as Fund assets increase. For more specific information about these payments, including revenue sharing arrangements, made to your broker-dealer or other financial intermediary and the conflicts of interest that may arise from such arrangements, please contact your investment professional. In addition, please see the SAI for more information regarding Lord Abbetts revenue sharing arrangements with financial intermediaries.
Payments for Recordkeeping, Networking, and Other Services. In addition to the payments from Lord Abbett or Lord Abbett Distributor described above, from time to time, Lord Abbett and Lord Abbett Distributor may have other relationships with financial intermediaries relating to the provision of services to the Fund, such as providing omnibus account services or executing portfolio transactions for the Fund. The Fund generally may pay recordkeeping fees for services provided to plans where the account is a plan-level or fund-level omnibus account and plan participants have the ability to determine their investments in particular mutual funds. If your financial intermediary provides these services, Lord Abbett or the Fund may compensate the financial intermediary for these services. In addition, your financial intermediary may have other relationships with Lord Abbett or Lord Abbett Distributor that are not related to the Fund.
For example, the Lord Abbett Funds may enter into arrangements with and pay fees to financial intermediaries that provide recordkeeping or other subadministrative services to certain groups of investors in the Lord Abbett Funds, including participants in retirement and benefit plans, investors in mutual fund advisory programs, investors in variable insurance products and clients of financial intermediaries that operate in an omnibus environment (collectively, Investors). The recordkeeping services typically include: (a) establishing and maintaining Investor accounts and records; (b) recording Investor account balances and changes thereto; (c) arranging for the wiring of funds; (d) providing statements to Investors; (e) furnishing proxy materials, periodic Lord Abbett Fund reports, prospectuses and other communications to Investors as required; (f) transmitting Investor transaction information; and (g) providing information
PROSPECTUS THE FUNDS
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in order to assist the Lord Abbett Funds in their compliance with state securities laws. The fees that the Lord Abbett Funds pay are designed to compensate financial intermediaries for such services.
The Lord Abbett Funds also may pay fees to broker-dealers for networking services. Networking services may include but are not limited to:
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establishing and maintaining individual accounts and records; |
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providing client account statements; and |
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providing 1099 forms and other tax statements. |
The networking fees that the Lord Abbett Funds pay to broker-dealers normally result in reduced fees paid by the Fund to the transfer agent, which otherwise would provide these services.
Financial intermediaries may charge additional fees or commissions other than those disclosed in this prospectus, such as a transaction based fee or other fee for its service, and may categorize and disclose these arrangements differently than described in the discussion above and in the SAI. You may ask your financial intermediary about any payments it receives from Lord Abbett or the Fund, as well as about fees and/or commissions it charges.
Initial Purchases. Lord Abbett Distributor acts as an agent for the Fund to work with financial intermediaries that buy and sell shares of the Fund on behalf of their clients. Generally, Lord Abbett Distributor does not sell Fund shares directly to investors. Initial purchases of Fund shares may be made through any financial intermediary that has a sales agreement with Lord Abbett Distributor. Unless you are investing in the Fund through a fee-based program or other financial intermediary, you and your investment professional may fill out the application and send it to the Fund at the address below. To open an account through a fee based program or other type of financial intermediary, you should contact your financial intermediary for instructions on opening an account.
Name of Fund
P.O. Box 219336
Kansas City, MO 64121
Please do not send account applications or purchase, exchange, or redemption orders to Lord Abbetts offices in Jersey City, NJ.
Additional Purchases . You may make additional purchases of Fund shares by contacting your investment professional or financial intermediary. If you have direct account privileges with the Fund, you may make additional purchases by:
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Telephone. If you have established a bank account of record, you may purchase Fund shares by telephone. You or your investment professional should call the Fund at 888-522-2388. |
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Online. If you have established a bank account of record, you may submit a request online to purchase Fund shares by accessing your account online. Please log onto www.lordabbett.com and enter your account information and personal identification data. |
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Mail. You may submit a written request to purchase Fund shares by indicating the name(s) in which the account is registered, the Funds name, the class of shares, your account number, and the dollar amount you wish to purchase. Please include a check for the amount of the purchase, which may be subject to a sales charge. If purchasing Fund shares by mail, your purchase order will not be accepted or processed until such orders are received by the Fund at P.O. Box 219336, Kansas City, MO 64121. |
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Wire. You may purchase Fund shares via wire by sending your purchase amount to: UMB, N.A., Kansas City, routing number: 101000695, bank account number: 987800033-3, FBO: (your account name) and (your Lord Abbett account number). Specify the complete name of the Fund and the class of shares you wish to purchase. |
Good Order. Good order generally means that your purchase request includes: (1) the name of the Fund; (2) the class of shares to be purchased; (3) the dollar amount of shares to be purchased; (4) your properly completed account application or investment stub; and (5) a check payable to the name of the Fund or a wire transfer received by the Fund. In addition, for your purchase request to be considered in good order, you must satisfy any eligibility criteria and minimum investment requirements applicable to the Fund and share class you are seeking to purchase. An initial purchase order submitted directly to the Fund, or the Funds authorized agent (or the agents designee), must contain: (1) an application completed in good order with all applicable requested information; and (2) payment by check or instructions to debit your checking account along with a canceled check containing account information. Additional purchase requests must include all required information and the proper form of payment (i.e., check or wired funds).
See Account Services and Policies Procedures Required by the USA PATRIOT Act for more information.
Initial and additional purchases of Fund shares are executed at the NAV next determined after the Fund or the Funds authorized agent receives your purchase request in good order. The Fund reserves the right to modify, restrict or reject any purchase order (including exchanges). All purchase orders are subject to acceptance by the Fund.
Insufficient Funds . If you request a purchase and your bank account does not have sufficient funds to complete the transaction at the time it is presented to your bank, your requested transaction will be reversed and you will be subject to any and all losses, fees and expenses incurred by the Fund in connection with
PROSPECTUS THE FUNDS
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processing the insufficient funds transaction. The Fund reserves the right to liquidate all or a portion of your Fund shares to cover such losses, fees and expenses.
You or your investment professional may instruct the Fund to exchange shares of any class for shares of the same class of any other Lord Abbett Fund (with the exception of Class T, which has no exchange privilege), provided that the fund shares to be acquired in the exchange are available to new investors in such other fund.
If you have direct account privileges with the Fund, you may request an exchange transaction by:
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Telephone. You or your investment professional should call the Fund at 888-522-2388. |
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Online. You may submit a request online to exchange your Fund shares by accessing your account online. Please log onto www.lordabbett.com and enter your account information and personal identification data. |
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Mail. You may submit a written request to exchange your Fund shares by indicating the name(s) in which the account is registered, the Funds name, the class of shares, your account number, the dollar amount or number of shares you wish to exchange, and the name(s) of the Eligible Fund(s) into which you wish to exchange your Fund shares. If submitting a written request to exchange Fund shares, your exchange request will not be processed until the Fund receives the request in good order at P.O. Box 219336, Kansas City, MO 64121. |
The Fund may revoke the exchange privilege for all shareholders upon 60 days written notice. In addition, there are limitations on exchanging Fund shares for a different class of shares, and moving shares held in certain types of accounts to a different type of account or to a new account maintained by a financial intermediary. Please speak with your financial intermediary if you have any questions.
An exchange of Fund shares for shares of another Lord Abbett Fund will be treated as a sale of Fund shares and any gain on the transaction may be subject to federal income tax. You should read the current prospectus for any Lord Abbett Fund into which you are exchanging.
Conversions . Subject to the conditions set forth in this paragraph, shares of one class of a Fund may be converted into ( i.e. , reclassified as) shares of a different class of the same Fund at the request of a shareholders financial intermediary. To qualify for a conversion, the shareholder must satisfy the conditions for investing in the class into which the conversion is sought (as described in this
PROSPECTUS THE FUNDS
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prospectus and the SAI). Also, shares are not eligible to be converted until any applicable CDSC period has expired. In addition, Class C shares are not permitted to convert to Class A shares unless the conversion is made to facilitate the shareholders participation in a fee-based advisory program. No sales charge will be imposed on converted shares. The financial intermediary making the conversion request must submit the request in writing. In addition, the financial intermediary or other responsible party must process and report the transaction as a conversion.
The value of the shares received during a conversion will be based on the relative NAV of the shares being converted and the shares received as a result of the conversion. It generally is expected that conversions will not result in taxable gain or loss.
You may redeem your Fund shares by contacting your investment professional or financial intermediary. You may be required to provide the Fund with certain legal or other documents completed in good order before your redemption request will be processed. If you have direct account privileges with the Fund, you may redeem your Fund shares by:
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Telephone. You may redeem $100,000 or less from your account by telephone. You or your representative should call the Fund at 888-522-2388. |
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Online. You may submit a request online to redeem your Fund shares by accessing your account online. Please log onto www.lordabbett.com and enter your account information and personal identification data. |
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Mail . You may submit a written request to redeem your Fund shares by indicating the name(s) in which the account is registered, the Funds name, your account number, and the dollar amount or number of shares you wish to redeem. If submitting a written request to redeem your shares, your redemption will not be processed until the Fund receives the request in good order at P.O. Box 219336, Kansas City, MO 64121. |
Insufficient Account Value. If you request a redemption transaction for a specific amount and your account value at the time the transaction is processed is less than the requested redemption amount, the Fund will deem your request as a request to liquidate your entire account.
Redemption Payments . Redemptions of Fund shares are executed at the NAV next determined after the Fund or your financial intermediary receives your request in good order. Normally, redemption proceeds are paid within three (but no more than seven) days after your redemption request is received in good order. If you redeem shares that were recently purchased, the Fund may delay the payment of the redemption proceeds until your check, bank draft, electronic
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funds transfer or wire transfer has cleared, which may take several days. This process may take up to 15 calendar days for purchases by check to clear. The Fund may postpone payment for more than seven days or suspend redemptions (i) during any period that the NYSE is closed, or trading on the NYSE is restricted as determined by the U.S. Securities and Exchange Commission (SEC); (ii) during any period when an emergency exists as determined by the SEC as a result of which it is not practicable for the Fund to dispose of securities it owns, or fairly to determine the value of its assets; and/or (iii) for such other periods as the SEC may permit.
If you have direct account access privileges, the redemption proceeds will be paid by electronic transfer via an automated clearing house deposit to your bank account on record with the Fund. If there is no bank account on record, your redemption proceeds normally will be paid by check payable to the registered account owner(s) and mailed to the address to which the account is registered. You may request that your redemption proceeds of at least $1,000 be disbursed by wire to your bank account of record by contacting the Fund and requesting the redemption and wire transfer and providing the proper wiring instructions for your bank account of record.
You may request that redemption proceeds be made payable and disbursed to a person or account other than the shareholder(s) of record, provided that you provide a signature guarantee by an eligible guarantor, including a broker or bank that is a member of the medallion stamp program. Please note that a notary public is not an eligible guarantor.
A guaranteed signature by an eligible guarantor is designed to protect you from fraud. The Fund generally will require a guaranteed signature by an eligible guarantor on requests for redemption that:
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Are signed by you in your legal capacity to sign on behalf of another person or entity (i.e., on behalf of an estate); |
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Request a redemption check to be payable to anyone other than the shareholder(s) of record; |
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Request a redemption check to be mailed to an address other than the address of record; |
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Request redemption proceeds to be payable to a bank other than the bank account of record; or |
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Total more than $100,000. |
Institutional investors eligible to purchase Class I shares may redeem shares in excess of $100,000 in accounts held directly with the Fund without a guaranteed signature, provided that the proceeds are payable to the bank account of record and the redemption request otherwise is in good order.
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Liquidity Management. The Fund has implemented measures designed to enable it to pay redemption proceeds in a timely fashion while maintaining adequate liquidity. The Funds investment team continually monitors portfolio liquidity and adjusts the Funds cash level based on portfolio composition, redemption rates, market conditions, and other relevant criteria. In addition, the Funds investment team may meet redemption requests and manage liquidity by (i) selling portfolio securities, (ii) borrowing from a bank under a line of credit or from another Lord Abbett Fund (to the extent permitted under any SEC exemptive relief and the Funds investment restrictions, in each case as stated in the Funds SAI), (iii) transacting in exchange-traded funds and/or derivatives, or (iv) paying redemption proceeds in kind, as discussed below. Despite the Funds reasonable best efforts, however, there can be no assurance that the Fund will manage liquidity successfully in all market environments. As a result, the Fund may not be able to pay redemption proceeds in a timely fashion because of unusual market conditions, an unusually high volume of redemption requests, or other factors.
Redemptions in Kind. The Fund reserves the right to pay redemption proceeds in whole or in part by distributing liquid securities from the Funds portfolio. It is not expected that the Fund would pay redemptions by an in kind distribution except in unusual circumstances. If the Fund pays redemption proceeds by distributing securities in kind, you could incur brokerage or other charges and tax liability, and you will bear market risks until the distributed securities are converted into cash.
You should note that your purchase, exchange, and redemption requests may be subject to review and verification on an ongoing basis.
Certain of the services and policies described below may not be available through certain financial intermediaries. Contact your financial intermediary for services and policies applicable to you.
Account Services
Automatic Services for Fund Investors. You may buy or sell shares automatically with the services described below. With each service, you select a schedule and amount, subject to certain restrictions. You may set up most of these services when filling out the application or by calling 888-522-2388.
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For investing |
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Invest-A-Matic
(1)(2)
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You can make fixed, periodic investments ($250 initial and $50 subsequent minimum) into your Fund account by means of automatic money transfers from your bank checking account. See the application for instructions. |
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Div-Move (1) |
You may automatically reinvest the dividends and distributions from your account into another account in any Lord Abbett Fund available for purchase ($50 minimum). |
(1) |
In the case of financial intermediaries maintaining accounts in omnibus recordkeeping environments or in nominee name that aggregate the underlying accounts purchase orders for Fund shares, the minimum subsequent investment requirements described above will not apply to such underlying accounts. |
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(2) |
There is no minimum initial investment for Invest-A-Matic accounts held directly with the Funds, including IRAs. |
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For selling shares |
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Systematic Withdrawal Plan
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You can make regular withdrawals from most Lord Abbett Funds. Automatic cash withdrawals will be paid to you from your account in fixed or variable amounts. To establish a SWP, the value of your shares for Class A or C must be at least $10,000, and for Class B the value of your shares must be at least $25,000. |
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Class B and C Shares |
The CDSC will be waived on redemptions of up to 12% of the current value of your account at the time of your SWP request. For SWP 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 and C shares will be redeemed in the order described under CDSC under Sales Charges. |
Telephone and Online Purchases and Redemptions. Submitting transactions by telephone or online may be difficult during times of drastic economic or market changes or during other times when communications may be under unusual stress. When initiating a transaction by telephone or online, shareholders should be aware of the following considerations:
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Security. The Fund and its service providers employ verification and security measures for your protection. For your security, telephone and online transaction requests are recorded. You should note, however, that any person with access to your account and other personal information (including personal identification number) may be able to submit instructions by telephone or online. The Fund will not be liable for relying on instructions submitted by telephone or online that the Fund reasonably believes to be genuine. |
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Online Confirmation. The Fund is not responsible for online transaction requests that may have been sent but not received in good order. Requested transactions received by the Fund in good order are confirmed at the completion of the order and your requested transaction will not be processed unless you receive the confirmation message. |
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No Cancellations. You will be asked to verify the requested transaction and may cancel the request before it is submitted to the Fund. The Fund will not cancel a submitted transaction once it has been received (in good order) and is confirmed at the end of the telephonic or online transaction. |
Householding. We have adopted a policy that allows us to send only one copy of the prospectus, proxy material, annual report and semiannual report to certain shareholders residing at the same household. This reduces Fund expenses, which benefits you and other shareholders. If you need additional copies or do not want your mailings to be householded, please call us at 888-522-2388 or send a written request with your name, the name of your fund or funds, and your account number or numbers to Lord Abbett Family of Funds, P.O. Box 219336, Kansas City, MO 64121.
Account Statements. Every investor automatically receives quarterly account statements.
Account Changes. For any changes you need to make to your account, consult your investment professional or call the Fund at 888-522-2388.
Systematic Exchange. You or your investment professional can establish a schedule of exchanges between the same classes of any other Lord Abbett Fund, provided that the fund shares to be acquired in the exchange are available to new investors in such other fund.
Account Policies
Pricing of Fund Shares. Under normal circumstances, NAV per share is calculated each business day at the close of regular trading on the New York Stock Exchange (NYSE), normally 4:00 p.m. Eastern time, on each day on which the NYSE is open for trading. The most recent NAV per share for each Fund is available at www.lordabbett.com. Purchases and sales (including exchanges) of Fund shares are executed at the NAV (subject to any applicable sales charges) next determined after the Fund or the Funds authorized agent receives your order in good order. In the case of purchase, redemption, or exchange orders placed through your financial intermediary, when acting as the Funds authorized agent (or the agents designee), the Fund will be deemed to have received the order when the agent or designee receives the order in good order.
Purchase and sale orders must be placed by the close of trading on the NYSE in order to receive that days NAV; orders placed after the close of trading on the NYSE will receive the next business days NAV. Fund shares will not be priced on holidays or other days when the NYSE is closed for trading. In the event the NYSE is closed on a day it normally would be open for business for any reason (including, but not limited to, technology problems or inclement weather), or the NYSE has an unscheduled early closing on a day it has opened for business, a
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Fund reserves the right to treat such day as a business day. In such cases, the Fund would accept purchase and redemption orders until, and calculate its NAV as of, the normally scheduled close of regular trading on the NYSE for that day, so long as Lord Abbett believes there generally remains an adequate market to obtain reliable and accurate market quotations.
In calculating NAV, securities (other than those with remaining maturities of 60 days or less) are valued at prices supplied by independent pricing services, which prices are broker/dealer-supplied valuations or evaluated or matrix prices based on electronic data processing techniques. Such valuations are based on the mean between the bid and asked prices, when available, and are based on the bid price when no asked price is available. Securities having remaining maturities of 60 days or less are valued at their amortized cost.
Securities for which prices or market quotations are not readily available, do not accurately reflect fair value in Lord Abbetts opinion, or have been materially affected by events occurring after the close of the market on which the security is principally traded but before 4:00 p.m. Eastern time are valued by Lord Abbett under fair value procedures approved by and administered under the supervision of the Funds Board. These circumstances may arise, for instance, when trading in a security is suspended, the market on which a security is traded closes early, or demand for a security (as reflected by its trading volume) is insufficient and thus calls into question the reliability of the quoted or computed price, or the security is relatively illiquid. The Fund determines fair value in a manner that fairly reflects the market value of the security on the valuation date based on consideration of any information or factors it deems appropriate. These may include recent transactions in comparable securities, information relating to the specific security, developments in the markets and their performance, and current valuations of relevant general and sector indices. The Funds use of fair value pricing may cause the NAV of Fund shares to differ from the NAV that would be calculated using market quotations. Fair value pricing involves subjective judgments and it is possible that the fair value determined for a security may be materially different from the value that could be realized upon the sale of that security.
Excessive Trading and Market Timing. The Fund is not designed for short-term investors and is not intended to serve as a vehicle for frequent trading in response to short-term swings in the market. Excessive, short-term or market timing trading practices (frequent trading) may disrupt management of the Fund, raise its expenses, and harm long-term shareholders in a variety of ways. For example, volatility resulting from frequent trading may cause the Fund difficulty in implementing long-term investment strategies because it cannot anticipate the amount of cash it will have to invest. The Fund may find it necessary to sell portfolio securities at disadvantageous times to raise cash to
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meet the redemption demands resulting from such frequent trading. Each of these, in turn, could increase tax, administrative, and other costs, and reduce the Funds investment return.
To the extent the Fund invests in securities that are thinly traded or relatively illiquid, the Fund also may be particularly susceptible to frequent trading because the current market price for such securities may not accurately reflect current market values. A shareholder may attempt to engage in frequent trading to take advantage of these pricing differences (known as price arbitrage). The Fund has adopted fair value procedures that allow the Fund to use values other than the closing market prices of these types of securities to reflect what the Fund reasonably believes to be their fair value at the time it calculates its NAV per share. The Fund expects that the use of fair value pricing will reduce a shareholders ability to engage successfully in time zone arbitrage and price arbitrage to the detriment of other Fund shareholders, although there is no assurance that fair value pricing will do so. For more information about these procedures, see Pricing of Fund Shares above.
The Funds Board has adopted additional policies and procedures that are designed to prevent or stop frequent trading. We recognize, however, that it may not be possible to identify and stop or avoid every instance of frequent trading in Fund shares. For this reason, the Funds policies and procedures are intended to identify and stop frequent trading that we believe may be harmful to the Fund. For this purpose, we consider frequent trading to be harmful if, in general, it is likely to cause the Fund to incur additional expenses or to sell portfolio holdings for other than investment strategy-related reasons. Toward this end, we have procedures in place to monitor the purchase, sale and exchange activity in Fund shares by investors and financial intermediaries that place orders on behalf of their clients, which procedures are described below. The Fund may modify its frequent trading policy and monitoring procedures from time to time without notice as and when deemed appropriate to enhance protection of the Fund and its shareholders.
Frequent Trading Policy and Procedures. We have procedures in place designed to enable us to monitor the purchase, sale and exchange activity in Fund shares by investors and financial intermediaries that place orders on behalf of their clients in order to attempt to identify activity that is potentially harmful to the Fund. If, based on these monitoring procedures, we believe that an investor is engaging in, or has engaged in, frequent trading that may be harmful to the Fund, normally, we will notify the investor (and/or the investors financial professional) to cease all such activity in the account. If the activity occurs again, we will place a block on all further purchases or exchanges of the Funds shares in the investors account and inform the investor (and/or the investors financial professional) to cease all such activity in the account. The investor then has the option of maintaining any existing investment in the Fund, exchanging Fund
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shares for shares of Money Market Fund, or redeeming the account. Investors electing to exchange or redeem Fund shares under these circumstances should consider that the transaction may be subject to a CDSC or result in tax consequences. As stated above, although we generally notify the investor (and/or the investors financial professional) to cease all activity indicative of frequent trading prior to placing a block on further purchases or exchanges, we reserve the right to immediately place a block on an account or take other action without prior notification when we deem such action appropriate in our sole discretion. While we attempt to apply the policy and procedures uniformly to detect frequent trading practices, there can be no assurance that we will succeed in identifying all such practices or that some investors will not employ tactics that evade our detection.
Lord Abbett Distributor may review the frequent trading policies and procedures that an individual financial intermediary is able to put in place to determine whether its policies and procedures are consistent with the protection of the Fund and its investors, as described above. Lord Abbett Distributor also will seek the financial intermediarys agreement to cooperate with Lord Abbett Distributors efforts to (1) monitor the financial intermediarys adherence to its policies and procedures and/or receive an amount and level of information regarding trading activity that Lord Abbett Distributor in its sole discretion deems adequate, and (2) stop any trading activity Lord Abbett Distributor identifies as frequent trading. Nevertheless, these circumstances may result in a financial intermediarys application of policies and procedures that are less effective at detecting and preventing frequent trading than the policies and procedures adopted by Lord Abbett Distributor and by certain other financial intermediaries. If an investor would like more information concerning the policies, procedures and restrictions that may be applicable to his or her account, the investor should contact the financial intermediary placing purchase orders on his or her behalf. A substantial portion of the Funds shares may be held by financial intermediaries through omnibus accounts or in nominee name.
With respect to monitoring of accounts maintained by a financial intermediary, to our knowledge, in an omnibus environment or in nominee name, Lord Abbett Distributor will seek to receive sufficient information from the financial intermediary to enable it to review the ratio of purchase versus redemption activity of each underlying sub-account or, if such information is not readily obtainable, in the overall omnibus account(s) or nominee name account(s). If we identify activity that we believe may be indicative of frequent trading activity, we normally will notify the financial intermediary and request it to provide Lord Abbett Distributor with additional transaction information so that Lord Abbett Distributor may determine if any investors appear to have engaged in frequent trading activity. Lord Abbett Distributors monitoring activity normally is limited to review of historic account activity. This may result in procedures that
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may be less effective at detecting and preventing frequent trading than the procedures Lord Abbett Distributor uses in connection with accounts not maintained in an omnibus environment or in nominee name.
If an investor related to an account maintained in an omnibus environment or in nominee name is identified as engaging in frequent trading activity, we normally will request that the financial intermediary take appropriate action to curtail the activity and will work with the relevant party to do so. Such action may include actions similar to those that Lord Abbett Distributor would take, such as issuing warnings to cease frequent trading activity, placing blocks on accounts to prohibit future purchases and exchanges of Fund shares, or requiring that the investor place trades through the mail only, in each case either indefinitely or for a period of time. Again, we reserve the right to immediately attempt to place a block on an account or take other action without prior notification when we deem such action appropriate in our sole discretion. If we determine that the financial intermediary has not demonstrated adequately that it has taken appropriate action to curtail the frequent trading, we may consider seeking to prohibit the account or sub-account from investing in the Fund and/or also may terminate our relationship with the financial intermediary. As noted above, these efforts may be less effective at detecting and preventing frequent trading than the policies and procedures Lord Abbett Distributor uses in connection with accounts not maintained in an omnibus environment or in nominee name. The nature of these relationships also may inhibit or prevent Lord Abbett Distributor or the Fund from assuring the uniform assessment of CDSCs on investors, even though financial intermediaries operating in omnibus environments typically have agreed to assess the CDSCs or assist Lord Abbett Distributor or the Fund in assessing them.
Procedures Required by the USA PATRIOT Act. To help the government fight the funding of terrorism and money laundering activities, federal law requires all financial institutions, including the Fund, to obtain, verify, and record information that identifies each person who opens an account. What this means for you when you open an account, we will ask for your name, address, date and place of organization or date of birth, and taxpayer identification number or Social Security number, and we may ask for other information that will allow us to identify you. We will ask for this information in the case of persons who will be signing on behalf of certain entities that will own the account. We also may ask for copies of documents. If we are unable to obtain the required information within a short period of time after you try to open an account, we will return your purchase order or account application. Your monies will not be invested until we have all required information. You also should know that we may verify your identity through the use of a database maintained by a third party or through other means. If we are unable to verify your identity, we may liquidate and close the account. This may result in adverse tax consequences. In addition, the Fund reserves the right to reject purchase orders
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or account applications accompanied by cash, cashiers checks, money orders, bank drafts, travelers checks, and third party or double-endorsed checks, among others.
Small Account Closing Policy. The Fund has established a minimum account balance of $1,000. Subject to the approval of the Funds Board, the Fund may redeem your account (without charging a CDSC) if the NAV of your account falls below $1,000. The Fund will provide you with at least 60 days prior written notice before doing so, during which time you may avoid involuntary redemption by making additional investments to satisfy the minimum account balance.
How to Protect Your Account from State Seizure. Under state law, mutual fund accounts can be considered abandoned property. The Fund may be required by state law to forfeit or pay abandoned property to the state government if you have not accessed your account for a period specified by the state of your domicile. Depending on the state, in most cases, a mutual fund account may be considered abandoned and forfeited to the state if the account owner has not initiated any activity in the account or contacted the fund company holding the account for as few as three or as many as five years. Because the Fund is legally required to send the state the assets of accounts that are considered abandoned, the Fund will not be liable to shareholders for good faith compliance with these state laws. If you invest in the Fund through a financial intermediary, we encourage you to contact the financial intermediary regarding applicable state abandoned property laws.
If you hold your account directly with the Fund (rather than through an intermediary), we strongly encourage you to contact us at least once each year. Below are ways in which you can assist us in safeguarding your Fund investments:
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Log into your account at www.lordabbett.com. Please note that, by contrast, simply visiting our public website will not constitute contact with us under state abandoned property rules; instead, an account login is required. |
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Call our 24-hour automated service line at 800-865-7582 and use your Personal Identification Number (PIN). If you have never used this system, you will need your account number to establish a PIN. |
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Call one of our customer service representatives at 800-821-5129 Monday through Friday from 8:00 am to 5:00 pm Eastern time. To establish contact with us under certain states abandoned property rules, you will need to provide your name, account number, and other identifying information. |
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Promptly notify us if your name, address, or other account information changes. |
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Promptly vote on proxy proposals related to any Lord Abbett Fund you hold. |
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Promptly take action on letters you receive in the mail from the Fund concerning account inactivity, outstanding dividend and redemption checks, and/or abandoned property and follow the directions in these letters. |
Additional Information. This prospectus and the SAI do not purport to create any contractual obligations between the Fund and shareholders. Further, shareholders are not intended third-party beneficiaries of any contracts entered into by (or on behalf of) the Fund, including contracts with Lord Abbett or other parties who provide services to the Fund.
All Funds
Each Fund expects to declare exempt-interest dividends from its net investment income daily and pay them monthly. Each Fund expects to distribute any net capital gains annually. All distributions, including exempt-interest dividends, will be reinvested in Fund shares unless you instruct the Fund to pay them to you in cash. Your election to receive distributions in cash and payable by check will apply only to distributions totaling $10.00 or more. Accordingly, any distribution totaling less than $10.00 will be reinvested in Fund shares and will not be paid to you by check. This policy does not apply to you if you have elected to receive distributions that are directly deposited into your bank account. There are no sales charges on reinvestments.
Each Fund seeks to earn income and pay exempt-interest dividends that are exempt from federal income tax. It is anticipated that substantially all of each Funds income will be exempt from federal income tax. However, each Fund may invest a portion of its assets in securities that pay income that is not exempt from federal income tax. The AMT Free Municipal Bond Fund anticipates that substantially all of its income will be exempt from the federal AMT. For all other Funds, a portion of the exempt-interest dividends you receive may be subject to federal individual AMT. (In the case of High Yield Municipal Bond Fund and Short Duration High Yield Municipal Bond Fund, all or a portion of the exempt-interest dividends you receive may be subject to federal individual AMT.) Each Fund, other than the AMT Free Municipal Bond Fund, may invest up to 20% (or 100% in the case of High Yield Municipal Bond Fund and Short Duration High Yield Municipal Bond Fund) of its net assets in private activity bonds (also known as AMT paper) that generate income that is an item of tax preference when determining your federal individual or corporate AMT, which may cause the income to be taxable. In addition, exempt-interest dividends
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received from any of the Funds may result in or increase a corporate shareholders liability for the corporate AMT, regardless of whether the dividends are a tax preference item.
Distributions of short-term capital gains and gains characterized as market discount are taxable as ordinary income for federal income tax purposes, while distributions of net long-term capital gains are taxable as long-term capital gains, regardless of how long you have owned shares or whether distributions are reinvested or paid in cash. Any sale, redemption, or exchange of Fund shares may be taxable.
Exempt-interest dividends are taken into account when determining the taxable portion of your social security or railroad retirement benefits.
If you buy shares when a Fund has realized but not yet either declared or distributed taxable income or capital gains, you will be buying a dividend by paying the full price for shares and then receiving a portion of the price back in the form of a taxable dividend.
Changes in federal or state law or adverse determinations by the IRS or a court, as they relate to certain municipal bonds, may make income from such bonds taxable.
You must provide your Social Security number or other taxpayer identification number to a Fund along with certifications required by the IRS when you open an account. If you do not or a Fund is otherwise legally required to do so, the Fund will withhold a 28% backup withholding tax from your distributions, sale proceeds, and any other payments to you.
Mutual funds are required to report to you and the Internal Revenue Service the cost basis of your shares acquired after January 1, 2012 and that are subsequently redeemed. These requirements generally do not apply to investments held in a tax-deferred account or to certain types of entities (such as C corporations).
If you hold Fund shares through a broker (or another nominee), please contact that broker (nominee) with respect to the reporting of cost basis and available elections for your account. If you are a direct shareholder, you may request that your cost basis reported on Form 1099-B be calculated using any one of the alternative methods offered by the Fund. Please contact the Fund to make, revoke, or change your election. If you do not affirmatively elect a cost basis method, the Fund will use the average cost basis method.
Please note that you will continue to be responsible for calculating and reporting gains and losses on redemptions of shares purchased prior to January 1, 2012. You are encouraged to consult your tax advisor regarding the application of the cost basis reporting rules and, in particular, which cost basis calculation method you should elect.
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Because the Funds invest in tax-exempt securities, the Funds may not be suitable for tax-exempt investors or tax-deferred accounts. Please consult your tax advisor or investment professional regarding investment of the Funds in such accounts.
STATE TAXABILITY OF DISTRIBUTIONS
For All Single-State Funds With respect to each state Fund described below, generally exempt-interest dividends derived from interest income on obligations of that state or its political subdivisions, agencies or instrumentalities and on certain obligations of the federal government and other U.S. instrumentalities paid to shareholders who are residents of that state may be exempt from personal income tax in that state, but exempt-interest dividends derived from interest on obligations of other states and local jurisdictions paid to such shareholders will not be exempt from state and local taxes in that state.
Special rules, described below, may also apply. Even if exempt from personal income tax, exempt-interest dividends may be subject to a states franchise or other corporate or business taxes if received by a corporation subject to taxes in that state.
Generally, distributions other than exempt-interest dividends, whether received in cash or additional shares, that are federally taxable as ordinary income or capital gains will be includable in income for both state personal income and corporate tax purposes. In addition, a portion of a Funds distributions, including exempt-interest dividends, may be subject to state personal income or corporate AMT. The income from private activity bonds may be an item of tax preference for state individual or corporate AMT purposes.
The following special rules generally apply only to shareholders who are residents of the corresponding state.
California Tax Free Fund The Fund seeks to earn income and pay dividends that will be exempt from California personal income taxes. Exempt-interest dividends from the Fund are not exempt from the California franchise tax for corporations.
New Jersey Tax Free Fund The Fund seeks to earn income and pay dividends that will be exempt from New Jersey personal income taxes. Exempt-interest dividends from the Fund are not exempt from the New Jersey corporation business tax.
New York Tax Free Fund The Fund seeks to earn income and pay dividends that will be exempt from New York State, as well as New York City, personal income taxes. Exempt-interest dividends from the Fund are not exempt from the New York State corporation franchise tax or the New York City general corporation tax.
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For All Multi-State Funds Shareholders generally will not be able to exclude exempt-interest dividends paid by the Short Duration Tax Free Fund, Intermediate Tax Free Fund, AMT Free Municipal Bond Fund, National Tax Free Fund, High Yield Municipal Bond Fund, and Short Duration High Yield Municipal Bond Fund from their state taxable income. However, shareholders who are residents of a state that does not impose minimum investment requirements in order for exempt-interest dividends from a Fund to be excludable from state taxable income may be eligible to exclude the percentage of income derived from obligations of that state when determining their state taxable income. The amount excludable from state taxable income generally will be relatively small, however. Information concerning the percentage of income attributable to each state will be provided to you. You should confirm with your tax adviser that income attributable to a state of residence is properly excludable when determining your taxable income.
Generally, distributions other than exempt-interest dividends, whether received in cash or additional shares that are federally taxable as ordinary income or capital gains will be includable in income for both state personal income and corporate tax purposes. In addition, the portion of the Short Duration Tax Free Funds, Intermediate Tax Free Funds, National Tax Free Funds, High Yield Municipal Bond Funds, and Short Duration High Yield Municipal Bond Funds dividends attributable to private activity bonds may be a tax preference item for state AMT purposes.
The foregoing is only a summary of important state tax rules. You should consult your tax advisers regarding specific questions as to federal, state, local, and foreign taxes and how these relate to your own tax situation.
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FINANCIAL INFORMATION |
FINANCIAL HIGHLIGHTS
These tables describe the Funds performance for the fiscal periods indicated. Total Return shows how much your investment in the Funds would have increased or decreased during each period without considering the effects of sales loads and assuming you had reinvested all dividends and distributions. These Financial Highlights have been audited by Deloitte & Touche LLP, the Funds independent registered public accounting firm, in conjunction with their annual audits of the Funds financial statements. Financial statements and the report of the independent registered public accounting firm thereon appear in the 2016 annual report to shareholders and are incorporated by reference in the SAI, which is available upon request. Certain information reflects financial results for a single Fund share. Financial Highlights have not been provided for Class T shares because this class has not commenced operations as of the date of this prospectus.
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Financial Highlights
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Calculated using average shares outstanding during the period. |
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(b) |
Total return for Classes A and C does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(c) |
Interest expense, if applicable, relates to the liability for floating rate notes issued in conjunction with tender option bond trusts. |
PROSPECTUS SHORT DURATION TAX FREE FUND
169
|
SHORT DURATION TAX FREE FUND |
Financial Highlights (concluded)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Ratios to Average Net Assets: |
Supplemental Data: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Net asset
|
Total
|
Total expenses
|
Total expenses
|
Total
|
Net
|
Net assets,
|
Portfolio
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
$ |
|
15.76 |
|
1.27 |
|
0.65 |
|
0.65 |
|
0.71 |
|
1.08 |
|
$ |
|
1,060,240 |
|
23.16 |
||||||||||||||||||||||||||||||||||||
9/30/2015 |
|
15.74 |
|
0.63 |
|
0.65 |
|
0.65 |
|
0.70 |
|
1.02 |
|
1,056,101 |
|
25.83 |
||||||||||||||||||||||||||||||||||||||||
9/30/2014 |
|
15.80 |
|
1.85 |
|
0.64 |
|
0.64 |
|
0.70 |
|
1.19 |
|
1,231,268 |
|
28.30 |
||||||||||||||||||||||||||||||||||||||||
9/30/2013 |
|
15.71 |
|
(0.28 |
) |
|
|
0.63 |
|
0.62 |
|
0.70 |
|
1.32 |
|
1,476,264 |
|
23.80 |
||||||||||||||||||||||||||||||||||||||
9/30/2012 |
|
15.97 |
|
2.65 |
|
0.61 |
|
0.60 |
|
0.70 |
|
1.65 |
|
1,511,237 |
|
18.11 |
||||||||||||||||||||||||||||||||||||||||
Class C |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
15.77 |
|
0.65 |
|
1.27 |
|
1.27 |
|
1.33 |
|
0.47 |
|
180,900 |
|
23.16 |
||||||||||||||||||||||||||||||||||||||||
9/30/2015 |
|
15.74 |
|
0.01 |
|
1.27 |
|
1.27 |
|
1.33 |
|
0.39 |
|
200,818 |
|
25.83 |
||||||||||||||||||||||||||||||||||||||||
9/30/2014 |
|
15.80 |
|
1.20 |
|
1.28 |
|
1.28 |
|
1.34 |
|
0.55 |
|
237,782 |
|
28.30 |
||||||||||||||||||||||||||||||||||||||||
9/30/2013 |
|
15.71 |
|
(0.93 |
) |
|
|
1.29 |
|
1.29 |
|
1.36 |
|
0.67 |
|
285,611 |
|
23.80 |
||||||||||||||||||||||||||||||||||||||
9/30/2012 |
|
15.97 |
|
1.97 |
|
1.27 |
|
1.26 |
|
1.36 |
|
1.00 |
|
298,123 |
|
18.11 |
||||||||||||||||||||||||||||||||||||||||
Class F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
15.77 |
|
1.37 |
|
0.55 |
|
0.55 |
|
0.61 |
|
1.18 |
|
803,775 |
|
23.16 |
||||||||||||||||||||||||||||||||||||||||
9/30/2015 |
|
15.74 |
|
0.73 |
|
0.55 |
|
0.55 |
|
0.60 |
|
1.11 |
|
724,280 |
|
25.83 |
||||||||||||||||||||||||||||||||||||||||
9/30/2014 |
|
15.80 |
|
1.95 |
|
0.54 |
|
0.54 |
|
0.60 |
|
1.29 |
|
775,914 |
|
28.30 |
||||||||||||||||||||||||||||||||||||||||
9/30/2013 |
|
15.71 |
|
(0.18 |
) |
|
|
0.53 |
|
0.52 |
|
0.60 |
|
1.42 |
|
757,444 |
|
23.80 |
||||||||||||||||||||||||||||||||||||||
9/30/2012 |
|
15.97 |
|
2.75 |
|
0.51 |
|
0.50 |
|
0.60 |
|
1.72 |
|
704,486 |
|
18.11 |
||||||||||||||||||||||||||||||||||||||||
Class I |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
15.77 |
|
1.47 |
|
0.45 |
|
0.45 |
|
0.51 |
|
1.27 |
|
67,127 |
|
23.16 |
||||||||||||||||||||||||||||||||||||||||
9/30/2015 |
|
15.74 |
|
0.83 |
|
0.45 |
|
0.45 |
|
0.50 |
|
1.20 |
|
44,295 |
|
25.83 |
||||||||||||||||||||||||||||||||||||||||
9/30/2014 |
|
15.80 |
|
2.04 |
|
0.44 |
|
0.44 |
|
0.50 |
|
1.38 |
|
82,953 |
|
28.30 |
||||||||||||||||||||||||||||||||||||||||
9/30/2013 |
|
15.71 |
|
(0.08 |
) |
|
|
0.43 |
|
0.42 |
|
0.50 |
|
1.50 |
|
67,487 |
|
23.80 |
||||||||||||||||||||||||||||||||||||||
9/30/2012 |
|
15.97 |
|
2.83 |
|
0.41 |
|
0.40 |
|
0.50 |
|
1.77 |
|
23,111 |
|
18.11 |
||||||||||||||||||||||||||||||||||||||||
|
PROSPECTUS SHORT DURATION TAX FREE FUND
170
|
Financial Highlights
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) |
Calculated using average shares outstanding during the period. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(b) |
Total return for classes A, B and C does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(c) |
Interest expense, if applicable, relates to the liability for floating rate notes issued in conjunction with tender option bond trusts. |
PROSPECTUS INTERMEDIATE TAX FREE FUND
171
|
INTERMEDIATE TAX FREE FUND |
Financial Highlights (concluded)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Ratios to Average Net Assets: |
Supplemental Data: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||
|
Net asset
|
Total
|
Total expenses
|
Total expenses
|
Total
|
Net
|
Net assets,
|
Portfolio
|
||||||||||||||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
$ |
|
11.10 |
|
5.53 |
|
0.70 |
|
0.70 |
|
0.70 |
|
2.62 |
|
$ |
|
2,000,225 |
|
8.25 |
||||||||||||||||||||||||||||||||||||
9/30/2015 |
|
10.80 |
|
2.52 |
|
0.71 |
|
0.71 |
|
0.71 |
|
2.84 |
|
1,592,318 |
|
12.23 |
||||||||||||||||||||||||||||||||||||||||
9/30/2014 |
|
10.83 |
|
7.09 |
|
0.70 |
|
0.70 |
|
0.71 |
|
3.04 |
|
1,485,143 |
|
18.92 |
||||||||||||||||||||||||||||||||||||||||
9/30/2013 |
|
10.49 |
|
(1.99 |
) |
|
|
0.69 |
|
0.68 |
|
0.70 |
|
2.67 |
|
1,829,614 |
|
30.59 |
||||||||||||||||||||||||||||||||||||||
9/30/2012 |
|
10.99 |
|
8.04 |
|
0.67 |
|
0.66 |
|
0.70 |
|
3.10 |
|
2,064,377 |
|
21.39 |
||||||||||||||||||||||||||||||||||||||||
Class B |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
11.09 |
|
4.70 |
|
1.51 |
|
1.51 |
|
1.51 |
|
1.86 |
|
2,061 |
|
8.25 |
||||||||||||||||||||||||||||||||||||||||
9/30/2015 |
|
10.79 |
|
1.62 |
|
1.51 |
|
1.51 |
|
1.51 |
|
2.05 |
|
2,907 |
|
12.23 |
||||||||||||||||||||||||||||||||||||||||
9/30/2014 |
|
10.83 |
|
6.35 |
|
1.50 |
|
1.50 |
|
1.51 |
|
2.24 |
|
3,892 |
|
18.92 |
||||||||||||||||||||||||||||||||||||||||
9/30/2013 |
|
10.48 |
|
(2.78 |
) |
|
|
1.49 |
|
1.48 |
|
1.50 |
|
1.88 |
|
4,587 |
|
30.59 |
||||||||||||||||||||||||||||||||||||||
9/30/2012 |
|
10.98 |
|
7.19 |
|
1.47 |
|
1.46 |
|
1.50 |
|
2.34 |
|
5,933 |
|
21.39 |
||||||||||||||||||||||||||||||||||||||||
Class C |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
11.09 |
|
4.87 |
|
1.33 |
|
1.33 |
|
1.33 |
|
2.00 |
|
657,981 |
|
8.25 |
||||||||||||||||||||||||||||||||||||||||
9/30/2015 |
|
10.79 |
|
1.89 |
|
1.33 |
|
1.33 |
|
1.33 |
|
2.22 |
|
564,502 |
|
12.23 |
||||||||||||||||||||||||||||||||||||||||
9/30/2014 |
|
10.82 |
|
6.42 |
|
1.34 |
|
1.34 |
|
1.35 |
|
2.40 |
|
559,156 |
|
18.92 |
||||||||||||||||||||||||||||||||||||||||
9/30/2013 |
|
10.48 |
|
(2.66 |
) |
|
|
1.36 |
|
1.36 |
|
1.38 |
|
2.00 |
|
634,305 |
|
30.59 |
||||||||||||||||||||||||||||||||||||||
9/30/2012 |
|
10.98 |
|
7.32 |
|
1.34 |
|
1.34 |
|
1.38 |
|
2.42 |
|
699,128 |
|
21.39 |
||||||||||||||||||||||||||||||||||||||||
Class F |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
11.10 |
|
5.63 |
|
0.60 |
|
0.60 |
|
0.60 |
|
2.72 |
|
1,983,052 |
|
8.25 |
||||||||||||||||||||||||||||||||||||||||
9/30/2015 |
|
10.80 |
|
2.62 |
|
0.61 |
|
0.61 |
|
0.61 |
|
2.94 |
|
1,447,425 |
|
12.23 |
||||||||||||||||||||||||||||||||||||||||
9/30/2014 |
|
10.83 |
|
7.20 |
|
0.60 |
|
0.60 |
|
0.60 |
|
3.13 |
|
1,092,546 |
|
18.92 |
||||||||||||||||||||||||||||||||||||||||
9/30/2013 |
|
10.49 |
|
(1.89 |
) |
|
|
0.59 |
|
0.58 |
|
0.60 |
|
2.77 |
|
899,590 |
|
30.59 |
||||||||||||||||||||||||||||||||||||||
9/30/2012 |
|
10.99 |
|
8.15 |
|
0.57 |
|
0.56 |
|
0.61 |
|
3.19 |
|
1,007,950 |
|
21.39 |
||||||||||||||||||||||||||||||||||||||||
Class I |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
11.10 |
|
5.74 |
|
0.50 |
|
0.50 |
|
0.50 |
|
2.79 |
|
316,391 |
|
8.25 |
||||||||||||||||||||||||||||||||||||||||
9/30/2015 |
|
10.80 |
|
2.63 |
|
0.51 |
|
0.51 |
|
0.51 |
|
3.02 |
|
164,325 |
|
12.23 |
||||||||||||||||||||||||||||||||||||||||
9/30/2014 |
|
10.84 |
|
7.41 |
|
0.50 |
|
0.50 |
|
0.50 |
|
3.23 |
|
68,985 |
|
18.92 |
||||||||||||||||||||||||||||||||||||||||
9/30/2013 |
|
10.49 |
|
(1.89 |
) |
|
|
0.49 |
|
0.48 |
|
0.50 |
|
2.87 |
|
52,814 |
|
30.59 |
||||||||||||||||||||||||||||||||||||||
9/30/2012 |
|
11.00 |
|
8.22 |
|
0.47 |
|
0.46 |
|
0.51 |
|
3.17 |
|
37,514 |
|
21.39 |
||||||||||||||||||||||||||||||||||||||||
Class P |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
11.10 |
|
5.28 |
|
0.95 |
|
0.95 |
|
0.95 |
|
2.40 |
|
17 |
|
8.25 |
||||||||||||||||||||||||||||||||||||||||
9/30/2015 |
|
10.80 |
|
2.19 |
|
0.95 |
|
0.95 |
|
0.95 |
|
2.60 |
|
16 |
|
12.23 |
||||||||||||||||||||||||||||||||||||||||
9/30/2014 |
|
10.84 |
|
6.94 |
|
0.93 |
|
0.93 |
|
0.94 |
|
2.80 |
|
16 |
|
18.92 |
||||||||||||||||||||||||||||||||||||||||
9/30/2013 |
|
10.49 |
|
(2.32 |
) |
|
|
0.92 |
|
0.92 |
|
0.94 |
|
2.44 |
|
15 |
|
30.59 |
||||||||||||||||||||||||||||||||||||||
9/30/2012 |
|
11.00 |
|
7.79 |
|
0.90 |
|
0.90 |
|
0.94 |
|
2.90 |
|
15 |
|
21.39 |
||||||||||||||||||||||||||||||||||||||||
|
PROSPECTUS INTERMEDIATE TAX FREE FUND
172
|
Financial Highlights
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) |
Calculated using average shares outstanding during the period. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(b) |
Total return for Classes A and C does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(c) |
Interest expense, if applicable, relates to the liability for floating rate notes issued in conjunction with tender option bond trusts. |
PROSPECTUS AMT FREE MUNICIPAL BOND FUND
173
|
AMT FREE MUNICIPAL BOND FUND |
Financial Highlights (concluded)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
Ratios to Average Net Assets: |
Supplemental Data: |
|||||||||||||||||||||||||||||||||||||||||||||||
|
Total
|
Total expenses
|
Total expenses
|
Total
|
Net
|
Net assets,
|
Portfolio
|
||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||
Class A |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
7.76 |
|
0.60 |
|
0.60 |
|
0.87 |
|
3.20 |
|
$ |
|
151,250 |
|
8.51 |
|||||||||||||||||||||||||||||||||
9/30/2015 |
|
3.04 |
|
0.60 |
|
0.60 |
|
0.89 |
|
3.38 |
|
107,977 |
|
20.67 |
|||||||||||||||||||||||||||||||||||
9/30/2014 |
|
9.76 |
|
0.60 |
|
0.60 |
|
0.90 |
|
3.83 |
|
92,711 |
|
50.67 |
|||||||||||||||||||||||||||||||||||
9/30/2013 |
|
(4.88 |
) |
|
|
0.58 |
|
0.58 |
|
0.87 |
|
3.62 |
|
106,852 |
|
45.96 |
|||||||||||||||||||||||||||||||||
9/30/2012 |
|
13.16 |
|
0.55 |
|
0.53 |
|
0.91 |
|
4.12 |
|
115,862 |
|
17.32 |
|||||||||||||||||||||||||||||||||||
Class C |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
7.03 |
|
1.23 |
|
1.23 |
|
1.51 |
|
2.58 |
|
28,731 |
|
8.51 |
|||||||||||||||||||||||||||||||||||
9/30/2015 |
|
2.46 |
|
1.24 |
|
1.24 |
|
1.53 |
|
2.75 |
|
21,349 |
|
20.67 |
|||||||||||||||||||||||||||||||||||
9/30/2014 |
|
8.97 |
|
1.27 |
|
1.27 |
|
1.56 |
|
3.15 |
|
20,596 |
|
50.67 |
|||||||||||||||||||||||||||||||||||
9/30/2013 |
|
(5.53 |
) |
|
|
1.33 |
|
1.33 |
|
1.62 |
|
2.87 |
|
19,779 |
|
45.96 |
|||||||||||||||||||||||||||||||||
9/30/2012 |
|
12.29 |
|
1.32 |
|
1.30 |
|
1.66 |
|
3.22 |
|
18,242 |
|
17.32 |
|||||||||||||||||||||||||||||||||||
Class F |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
7.80 |
|
0.50 |
|
0.50 |
|
0.77 |
|
3.25 |
|
72,030 |
|
8.51 |
|||||||||||||||||||||||||||||||||||
9/30/2015 |
|
3.14 |
|
0.50 |
|
0.50 |
|
0.79 |
|
3.47 |
|
27,849 |
|
20.67 |
|||||||||||||||||||||||||||||||||||
9/30/2014 |
|
9.87 |
|
0.50 |
|
0.50 |
|
0.80 |
|
3.91 |
|
24,429 |
|
50.67 |
|||||||||||||||||||||||||||||||||||
9/30/2013 |
|
(4.78 |
) |
|
|
0.48 |
|
0.48 |
|
0.77 |
|
3.71 |
|
18,702 |
|
45.96 |
|||||||||||||||||||||||||||||||||
9/30/2012 |
|
13.20 |
|
0.45 |
|
0.44 |
|
0.80 |
|
4.08 |
|
32,554 |
|
17.32 |
|||||||||||||||||||||||||||||||||||
Class I |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
7.98 |
|
0.40 |
|
0.40 |
|
0.68 |
|
3.41 |
|
955 |
|
8.51 |
|||||||||||||||||||||||||||||||||||
9/30/2015 |
|
3.24 |
|
0.40 |
|
0.40 |
|
0.70 |
|
3.55 |
|
732 |
|
20.67 |
|||||||||||||||||||||||||||||||||||
9/30/2014 |
|
9.97 |
|
0.40 |
|
0.40 |
|
0.69 |
|
4.00 |
|
169 |
|
50.67 |
|||||||||||||||||||||||||||||||||||
9/30/2013 |
|
(4.65 |
) |
|
|
0.37 |
|
0.37 |
|
0.67 |
|
3.80 |
|
108 |
|
45.96 |
|||||||||||||||||||||||||||||||||
9/30/2012 |
|
13.41 |
|
0.36 |
|
0.35 |
|
0.69 |
|
4.10 |
|
8,372 |
|
17.32 |
|||||||||||||||||||||||||||||||||||
|
PROSPECTUS AMT FREE MUNICIPAL BOND FUND
174
|
Financial Highlights
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) |
Calculated using average shares outstanding during the period. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(b) |
Total return for classes A, B and C does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(c) |
Interest expense, if applicable, relates to the liability for floating rate notes issued in conjunction with tender option bond trusts. |
PROSPECTUS NATIONAL TAX FREE FUND
175
|
NATIONAL TAX FREE FUND |
Financial Highlights (concluded)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||
|
Ratios to Average Net Assets: |
Supplemental Data: |
||||||||||||||||||||||||||||||||||||||||
|
Total
|
Total expenses
|
Total expenses
|
Net
|
Net assets,
|
Portfolio
|
||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||
Class A |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
7.68 |
|
0.77 |
|
0.74 |
|
3.52 |
|
$ |
|
1,591,375 |
|
15.77 |
||||||||||||||||||||||||||||
9/30/2015 |
|
3.16 |
|
0.77 |
|
0.75 |
|
3.61 |
|
1,404,309 |
|
29.05 |
||||||||||||||||||||||||||||||
9/30/2014 |
|
10.87 |
|
0.78 |
|
0.75 |
|
4.09 |
|
1,423,250 |
|
44.80 |
||||||||||||||||||||||||||||||
9/30/2013 |
|
(4.40 |
) |
|
|
0.76 |
|
0.74 |
|
3.87 |
|
1,438,697 |
|
33.78 |
||||||||||||||||||||||||||||
9/30/2012 |
|
14.37 |
|
0.79 |
|
0.73 |
|
4.52 |
|
1,694,729 |
|
43.81 |
||||||||||||||||||||||||||||||
Class B |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
6.71 |
|
1.57 |
|
1.55 |
|
2.74 |
|
2,691 |
|
15.77 |
||||||||||||||||||||||||||||||
9/30/2015 |
|
2.34 |
|
1.58 |
|
1.55 |
|
2.81 |
|
3,300 |
|
29.05 |
||||||||||||||||||||||||||||||
9/30/2014 |
|
10.06 |
|
1.58 |
|
1.55 |
|
3.31 |
|
4,488 |
|
44.80 |
||||||||||||||||||||||||||||||
9/30/2013 |
|
(5.21 |
) |
|
|
1.57 |
|
1.54 |
|
3.07 |
|
5,443 |
|
33.78 |
||||||||||||||||||||||||||||
9/30/2012 |
|
13.52 |
|
1.60 |
|
1.53 |
|
3.77 |
|
7,762 |
|
43.81 |
||||||||||||||||||||||||||||||
Class C |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
6.91 |
|
1.39 |
|
1.37 |
|
2.90 |
|
198,789 |
|
15.77 |
||||||||||||||||||||||||||||||
9/30/2015 |
|
2.61 |
|
1.40 |
|
1.38 |
|
2.98 |
|
172,774 |
|
29.05 |
||||||||||||||||||||||||||||||
9/30/2014 |
|
10.17 |
|
1.41 |
|
1.39 |
|
3.46 |
|
174,469 |
|
44.80 |
||||||||||||||||||||||||||||||
9/30/2013 |
|
(5.02 |
) |
|
|
1.42 |
|
1.40 |
|
3.21 |
|
177,169 |
|
33.78 |
||||||||||||||||||||||||||||
9/30/2012 |
|
13.64 |
|
1.43 |
|
1.37 |
|
3.87 |
|
215,692 |
|
43.81 |
||||||||||||||||||||||||||||||
Class F |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
7.78 |
|
0.67 |
|
0.64 |
|
3.59 |
|
318,012 |
|
15.77 |
||||||||||||||||||||||||||||||
9/30/2015 |
|
3.25 |
|
0.67 |
|
0.65 |
|
3.70 |
|
186,722 |
|
29.05 |
||||||||||||||||||||||||||||||
9/30/2014 |
|
10.98 |
|
0.67 |
|
0.65 |
|
4.15 |
|
151,265 |
|
44.80 |
||||||||||||||||||||||||||||||
9/30/2013 |
|
(4.31 |
) |
|
|
0.66 |
|
0.64 |
|
3.95 |
|
103,160 |
|
33.78 |
||||||||||||||||||||||||||||
9/30/2012 |
|
14.48 |
|
0.69 |
|
0.63 |
|
4.58 |
|
122,943 |
|
43.81 |
||||||||||||||||||||||||||||||
Class I |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
7.77 |
|
0.57 |
|
0.54 |
|
3.60 |
|
9,658 |
|
15.77 |
||||||||||||||||||||||||||||||
9/30/2015 |
|
3.34 |
|
0.57 |
|
0.55 |
|
3.77 |
|
2,442 |
|
29.05 |
||||||||||||||||||||||||||||||
9/30/2014 |
|
11.07 |
|
0.57 |
|
0.55 |
|
4.14 |
|
1,679 |
|
44.80 |
||||||||||||||||||||||||||||||
9/30/2013 |
|
(4.23 |
) |
|
|
0.57 |
|
0.54 |
|
4.05 |
|
719 |
|
33.78 |
||||||||||||||||||||||||||||
9/30/2012 |
|
14.62 |
|
0.59 |
|
0.52 |
|
4.58 |
|
78 |
|
43.81 |
||||||||||||||||||||||||||||||
|
PROSPECTUS NATIONAL TAX FREE FUND
176
|
Financial Highlights
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) |
Calculated using average shares outstanding during the period. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(b) |
Total return for Classes A and C does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(c) |
Interest expense, if applicable, relates to the liability for floating rate notes issued in conjunction with tender option bond trusts. |
PROSPECTUS HIGH YIELD MUNICIPAL BOND FUND
177
|
HIGH YIELD MUNICIPAL BOND FUND |
Financial Highlights (concluded)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
Ratios to Average Net Assets: |
Supplemental Data: |
|||||||||||||||||||||||||||||||||||||||||||||||
|
Total
|
Total expenses
|
Total expenses
|
Total
|
Net
|
Net assets,
|
Portfolio
|
||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||
Class A |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
10.28 |
|
0.80 |
|
0.79 |
|
0.80 |
|
4.71 |
|
$ |
|
1,273,114 |
|
16.45 |
|||||||||||||||||||||||||||||||||
9/30/2015 |
|
3.36 |
|
0.84 |
|
0.83 |
|
0.87 |
|
4.82 |
|
1,141,428 |
|
31.38 |
|||||||||||||||||||||||||||||||||||
9/30/2014 |
|
12.54 |
|
0.91 |
|
0.90 |
|
0.91 |
|
5.12 |
|
1,160,471 |
|
32.90 |
|||||||||||||||||||||||||||||||||||
9/30/2013 |
|
(4.11 |
) |
|
|
0.84 |
|
0.83 |
|
0.84 |
|
4.87 |
|
1,071,511 |
|
24.47 |
|||||||||||||||||||||||||||||||||
9/30/2012 |
|
13.79 |
|
0.86 |
|
0.80 |
|
0.86 |
|
5.52 |
|
1,185,644 |
|
27.20 |
|||||||||||||||||||||||||||||||||||
Class C |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
9.51 |
|
1.42 |
|
1.41 |
|
1.42 |
|
4.09 |
|
441,499 |
|
16.45 |
|||||||||||||||||||||||||||||||||||
9/30/2015 |
|
2.81 |
|
1.47 |
|
1.46 |
|
1.50 |
|
4.20 |
|
397,615 |
|
31.38 |
|||||||||||||||||||||||||||||||||||
9/30/2014 |
|
11.74 |
|
1.54 |
|
1.53 |
|
1.54 |
|
4.50 |
|
408,459 |
|
32.90 |
|||||||||||||||||||||||||||||||||||
9/30/2013 |
|
(4.64 |
) |
|
|
1.49 |
|
1.47 |
|
1.49 |
|
4.23 |
|
407,217 |
|
24.47 |
|||||||||||||||||||||||||||||||||
9/30/2012 |
|
13.08 |
|
1.49 |
|
1.44 |
|
1.49 |
|
4.91 |
|
526,880 |
|
27.20 |
|||||||||||||||||||||||||||||||||||
Class F |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
10.39 |
|
0.70 |
|
0.69 |
|
0.70 |
|
4.80 |
|
490,913 |
|
16.45 |
|||||||||||||||||||||||||||||||||||
9/30/2015 |
|
3.55 |
|
0.74 |
|
0.73 |
|
0.77 |
|
4.92 |
|
404,172 |
|
31.38 |
|||||||||||||||||||||||||||||||||||
9/30/2014 |
|
12.54 |
|
0.81 |
|
0.80 |
|
0.81 |
|
5.17 |
|
393,166 |
|
32.90 |
|||||||||||||||||||||||||||||||||||
9/30/2013 |
|
(4.01 |
) |
|
|
0.74 |
|
0.72 |
|
0.74 |
|
4.94 |
|
228,484 |
|
24.47 |
|||||||||||||||||||||||||||||||||
9/30/2012 |
|
13.89 |
|
0.76 |
|
0.70 |
|
0.76 |
|
5.60 |
|
258,682 |
|
27.20 |
|||||||||||||||||||||||||||||||||||
Class I |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
10.41 |
|
0.60 |
|
0.58 |
|
0.60 |
|
4.82 |
|
68,122 |
|
16.45 |
|||||||||||||||||||||||||||||||||||
9/30/2015 |
|
3.64 |
|
0.64 |
|
0.63 |
|
0.67 |
|
4.99 |
|
11,061 |
|
31.38 |
|||||||||||||||||||||||||||||||||||
9/30/2014 |
|
12.44 |
|
0.72 |
|
0.71 |
|
0.72 |
|
5.49 |
|
25,841 |
|
32.90 |
|||||||||||||||||||||||||||||||||||
9/30/2013 |
|
(3.92 |
) |
|
|
0.64 |
|
0.62 |
|
0.64 |
|
5.04 |
|
2,255 |
|
24.47 |
|||||||||||||||||||||||||||||||||
9/30/2012 |
|
14.08 |
|
0.66 |
|
0.60 |
|
0.66 |
|
5.78 |
|
1,629 |
|
27.20 |
|||||||||||||||||||||||||||||||||||
Class P |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
10.04 |
|
1.05 |
|
1.03 |
|
1.05 |
|
4.50 |
|
15 |
|
16.45 |
|||||||||||||||||||||||||||||||||||
9/30/2015 |
|
3.22 |
|
1.08 |
|
1.06 |
|
1.11 |
|
4.61 |
|
14 |
|
31.38 |
|||||||||||||||||||||||||||||||||||
9/30/2014 |
|
12.23 |
|
1.13 |
|
1.12 |
|
1.13 |
|
4.93 |
|
13 |
|
32.90 |
|||||||||||||||||||||||||||||||||||
9/30/2013 |
|
(4.29 |
) |
|
|
1.07 |
|
1.05 |
|
1.07 |
|
4.69 |
|
12 |
|
24.47 |
|||||||||||||||||||||||||||||||||
9/30/2012 |
|
13.56 |
|
1.08 |
|
1.02 |
|
1.08 |
|
5.36 |
|
12 |
|
27.20 |
|||||||||||||||||||||||||||||||||||
|
PROSPECTUS HIGH YIELD MUNICIPAL BOND FUND
178
|
Financial Highlights
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) |
Calculated using average shares outstanding during the period. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(b) |
Total return for Classes A and C does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(c) |
Commencement of operations was 6/1/2015. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(d) |
Not annualized. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(e) |
Annualized. |
PROSPECTUS SHORT DURATION HIGH YIELD MUNICIPAL BOND FUND
179
|
SHORT DURATION HIGH YIELD MUNICIPAL BOND FUND |
Financial Highlights (concluded)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||
|
Ratios to Average Net Assets: |
Supplemental Data: |
||||||||||||||||||||||||||||||||||||||||
|
Total
|
Total expenses
|
Total
|
Net
|
Net assets,
|
Portfolio
|
||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||
Class A |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
5.93 |
|
0.55 |
|
0.92 |
|
2.74 |
|
$ |
|
54,470 |
|
11.77 |
||||||||||||||||||||||||||||
6/1/2015 to 9/30/2015 (c) |
|
1.06 |
(d) |
|
|
0.55 |
(e) |
|
|
1.69 |
(e) |
|
|
2.69 |
(e) |
|
|
12,019 |
|
1.06 |
||||||||||||||||||||||
Class C |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
5.11 |
|
1.31 |
|
1.68 |
|
1.94 |
|
8,661 |
|
11.77 |
||||||||||||||||||||||||||||||
6/1/2015 to 9/30/2015 (c) |
|
0.78 |
(d) |
|
|
1.35 |
(e) |
|
|
2.42 |
(e) |
|
|
1.98 |
(e) |
|
|
852 |
|
1.06 |
||||||||||||||||||||||
Class F |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
6.03 |
|
0.45 |
|
0.82 |
|
2.81 |
|
41,758 |
|
11.77 |
||||||||||||||||||||||||||||||
6/1/2015 to 9/30/2015 (c) |
|
1.09 |
(d) |
|
|
0.45 |
(e) |
|
|
1.59 |
(e) |
|
|
2.76 |
(e) |
|
|
9,072 |
|
1.06 |
||||||||||||||||||||||
Class I |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
6.13 |
|
0.35 |
|
0.74 |
|
2.80 |
|
6,837 |
|
11.77 |
||||||||||||||||||||||||||||||
6/1/2015 to 9/30/2015 (c) |
|
1.12 |
(d) |
|
|
0.35 |
(e) |
|
|
1.45 |
(e) |
|
|
2.97 |
(e) |
|
|
619 |
|
1.06 |
||||||||||||||||||||||
|
PROSPECTUS SHORT DURATION HIGH YIELD MUNICIPAL BOND FUND
180
|
Financial Highlights
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) |
Calculated using average shares outstanding during the period. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(b) |
Total return for Classes A and C does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(c) |
Interest expense, if applicable, relates to the liability for floating rate notes issued in conjunction with tender option bond trusts. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(d) |
The per share amount does not represent the net realized and unrealized gain (loss) as presented on the Statements of Operations for the period due to the timing of sales of Fund shares and the amount of per share realized and unrealized gains and losses at such time. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(e) |
Amount less than $0.01. |
PROSPECTUS CALIFORNIA TAX FREE FUND
181
|
CALIFORNIA TAX FREE FUND |
Financial Highlights (concluded)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||
|
Ratios to Average Net Assets: |
Supplemental Data: |
||||||||||||||||||||||||||||||||||||||||
|
Total
|
Total expenses
|
Total expenses
|
Net
|
Net assets,
|
Portfolio
|
||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||
Class A |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
7.80 |
|
0.78 |
|
0.79 |
|
3.30 |
|
$ |
|
234,470 |
|
8.17 |
||||||||||||||||||||||||||||
9/30/2015 |
|
3.54 |
|
0.81 |
|
0.82 |
|
3.44 |
|
185,379 |
|
15.10 |
||||||||||||||||||||||||||||||
9/30/2014 |
|
11.29 |
|
0.86 |
|
0.86 |
|
3.69 |
|
170,131 |
|
20.90 |
||||||||||||||||||||||||||||||
9/30/2013 |
|
(2.51 |
) |
|
|
0.81 |
|
0.81 |
|
3.54 |
|
166,443 |
|
18.05 |
||||||||||||||||||||||||||||
9/30/2012 |
|
12.94 |
|
0.79 |
|
0.82 |
|
4.16 |
|
191,127 |
|
28.15 |
||||||||||||||||||||||||||||||
Class C |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
7.21 |
|
1.41 |
|
1.42 |
|
2.66 |
|
54,658 |
|
8.17 |
||||||||||||||||||||||||||||||
9/30/2015 |
|
2.89 |
|
1.45 |
|
1.45 |
|
2.80 |
|
39,790 |
|
15.10 |
||||||||||||||||||||||||||||||
9/30/2014 |
|
10.58 |
|
1.50 |
|
1.50 |
|
3.05 |
|
36,122 |
|
20.90 |
||||||||||||||||||||||||||||||
9/30/2013 |
|
(3.15 |
) |
|
|
1.47 |
|
1.47 |
|
2.88 |
|
33,741 |
|
18.05 |
||||||||||||||||||||||||||||
9/30/2012 |
|
12.23 |
|
1.42 |
|
1.45 |
|
3.51 |
|
38,712 |
|
28.15 |
||||||||||||||||||||||||||||||
Class F |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
7.90 |
|
0.68 |
|
0.69 |
|
3.39 |
|
53,059 |
|
8.17 |
||||||||||||||||||||||||||||||
9/30/2015 |
|
3.64 |
|
0.71 |
|
0.72 |
|
3.52 |
|
36,482 |
|
15.10 |
||||||||||||||||||||||||||||||
9/30/2014 |
|
11.39 |
|
0.76 |
|
0.76 |
|
3.78 |
|
24,810 |
|
20.90 |
||||||||||||||||||||||||||||||
9/30/2013 |
|
(2.42 |
) |
|
|
0.71 |
|
0.71 |
|
3.63 |
|
21,549 |
|
18.05 |
||||||||||||||||||||||||||||
9/30/2012 |
|
13.04 |
|
0.69 |
|
0.72 |
|
4.23 |
|
22,344 |
|
28.15 |
||||||||||||||||||||||||||||||
Class I |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
8.10 |
|
0.58 |
|
0.58 |
|
3.47 |
|
4,802 |
|
8.17 |
||||||||||||||||||||||||||||||
9/30/2015 |
|
3.63 |
|
0.61 |
|
0.61 |
|
3.61 |
|
2,309 |
|
15.10 |
||||||||||||||||||||||||||||||
9/30/2014 |
|
11.65 |
|
0.65 |
|
0.66 |
|
3.90 |
|
22 |
|
20.90 |
||||||||||||||||||||||||||||||
9/30/2013 |
|
(2.40 |
) |
|
|
0.61 |
|
0.62 |
|
3.77 |
|
12 |
|
18.05 |
||||||||||||||||||||||||||||
9/30/2012 |
|
13.17 |
|
0.59 |
|
0.62 |
|
4.39 |
|
13 |
|
28.15 |
||||||||||||||||||||||||||||||
|
PROSPECTUS CALIFORNIA TAX FREE FUND
182
|
Financial Highlights
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) |
Calculated using average shares outstanding during the period. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(b) |
Total return for Class A does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(c) |
Interest expense, if applicable, relates to the liability for floating rate notes issued in conjunction with tender option bond trusts. |
PROSPECTUS NEW JERSEY TAX FREE FUND
183
|
NEW JERSEY TAX FREE FUND |
Financial Highlights (concluded)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||
|
Ratios to Average Net Assets: |
|
|
|
|
|
|||||||||||||||||||||||||||||||||||||||||||
|
Total
|
Total expenses
|
Total expenses
|
Total
|
Net
|
Net assets,
|
Portfolio
|
||||||||||||||||||||||||||||||||||||||||||
|
|||||||||||||||||||||||||||||||||||||||||||||||||
Class A |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
8.53 |
|
0.83 |
|
0.83 |
|
0.86 |
|
3.21 |
|
$ |
|
98,152 |
|
12.92 |
|||||||||||||||||||||||||||||||||
9/30/2015 |
|
1.74 |
|
0.86 |
|
0.86 |
|
0.86 |
|
3.39 |
|
90,126 |
|
16.50 |
|||||||||||||||||||||||||||||||||||
9/30/2014 |
|
9.87 |
|
0.85 |
|
0.85 |
|
0.85 |
|
3.63 |
|
92,713 |
|
19.20 |
|||||||||||||||||||||||||||||||||||
9/30/2013 |
|
(4.85 |
) |
|
|
0.82 |
|
0.82 |
|
0.82 |
|
3.47 |
|
121,722 |
|
18.17 |
|||||||||||||||||||||||||||||||||
9/30/2012 |
|
12.41 |
|
0.83 |
|
0.82 |
|
0.83 |
|
3.96 |
|
136,085 |
|
31.06 |
|||||||||||||||||||||||||||||||||||
Class F |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
8.63 |
|
0.73 |
|
0.73 |
|
0.76 |
|
3.28 |
|
9,602 |
|
12.92 |
|||||||||||||||||||||||||||||||||||
9/30/2015 |
|
1.84 |
|
0.76 |
|
0.76 |
|
0.76 |
|
3.49 |
|
6,197 |
|
16.50 |
|||||||||||||||||||||||||||||||||||
9/30/2014 |
|
9.97 |
|
0.74 |
|
0.74 |
|
0.74 |
|
3.69 |
|
6,838 |
|
19.20 |
|||||||||||||||||||||||||||||||||||
9/30/2013 |
|
(4.76 |
) |
|
|
0.72 |
|
0.72 |
|
0.72 |
|
3.55 |
|
4,782 |
|
18.17 |
|||||||||||||||||||||||||||||||||
9/30/2012 |
|
12.51 |
|
0.73 |
|
0.72 |
|
0.73 |
|
3.98 |
|
7,400 |
|
31.06 |
|||||||||||||||||||||||||||||||||||
Class I |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||||||
9/30/2016 |
|
8.76 |
|
0.62 |
|
0.62 |
|
0.65 |
|
3.28 |
|
129 |
|
12.92 |
|||||||||||||||||||||||||||||||||||
9/30/2015 |
|
2.00 |
|
0.62 |
|
0.62 |
|
0.62 |
|
3.65 |
|
13 |
|
16.50 |
|||||||||||||||||||||||||||||||||||
9/30/2014 |
|
10.13 |
|
0.62 |
|
0.62 |
|
0.62 |
|
3.87 |
|
13 |
|
19.20 |
|||||||||||||||||||||||||||||||||||
9/30/2013 |
|
(4.63 |
) |
|
|
0.61 |
|
0.61 |
|
0.61 |
|
3.70 |
|
12 |
|
18.17 |
|||||||||||||||||||||||||||||||||
9/30/2012 |
|
12.43 |
|
0.61 |
|
0.60 |
|
0.61 |
|
4.18 |
|
12 |
|
31.06 |
|||||||||||||||||||||||||||||||||||
|
PROSPECTUS NEW JERSEY TAX FREE FUND
184
|
Financial Highlights
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(a) |
Calculated using average shares outstanding during the period. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(b) |
Total return for Classes A and C does not consider the effects of sales loads and assumes the reinvestment of all distributions. Total return for all other classes assumes the reinvestment of all distributions. |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
(c) |
Interest expense, if applicable, relates to the liability for floating rate notes issued in conjunction with tender option bond trusts. |
PROSPECTUS NEW YORK TAX FREE FUND
185
|
NEW YORK TAX FREE FUND |
Financial Highlights (concluded)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||
|
Ratios to Average Net Assets: |
Supplemental Data: |
||||||||||||||||||||||||||||||||||||||||
|
Total
|
Total expenses
|
Total expenses
|
Net
|
Net assets,
|
Portfolio
|
||||||||||||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||||||||||||||||
Class A |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
7.05 |
|
0.78 |
|
0.78 |
|
2.80 |
|
$ |
|
315,511 |
|
19.60 |
||||||||||||||||||||||||||||
9/30/2015 |
|
2.80 |
|
0.79 |
|
0.79 |
|
3.15 |
|
283,229 |
|
9.56 |
||||||||||||||||||||||||||||||
9/30/2014 |
|
9.73 |
|
0.79 |
|
0.78 |
|
3.46 |
|
244,081 |
|
20.47 |
||||||||||||||||||||||||||||||
9/30/2013 |
|
(3.80 |
) |
|
|
0.78 |
|
0.78 |
|
3.33 |
|
262,089 |
|
16.89 |
||||||||||||||||||||||||||||
9/30/2012 |
|
11.05 |
|
0.84 |
|
0.78 |
|
3.95 |
|
285,447 |
|
18.34 |
||||||||||||||||||||||||||||||
Class C |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
6.37 |
|
1.43 |
|
1.43 |
|
2.15 |
|
67,239 |
|
19.60 |
||||||||||||||||||||||||||||||
9/30/2015 |
|
2.23 |
|
1.44 |
|
1.43 |
|
2.50 |
|
55,562 |
|
9.56 |
||||||||||||||||||||||||||||||
9/30/2014 |
|
8.95 |
|
1.43 |
|
1.42 |
|
2.82 |
|
49,678 |
|
20.47 |
||||||||||||||||||||||||||||||
9/30/2013 |
|
(4.43 |
) |
|
|
1.44 |
|
1.43 |
|
2.67 |
|
45,152 |
|
16.89 |
||||||||||||||||||||||||||||
9/30/2012 |
|
10.36 |
|
1.47 |
|
1.42 |
|
3.31 |
|
50,407 |
|
18.34 |
||||||||||||||||||||||||||||||
Class F |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
7.14 |
|
0.68 |
|
0.68 |
|
2.87 |
|
43,186 |
|
19.60 |
||||||||||||||||||||||||||||||
9/30/2015 |
|
2.90 |
|
0.69 |
|
0.69 |
|
3.24 |
|
27,788 |
|
9.56 |
||||||||||||||||||||||||||||||
9/30/2014 |
|
9.83 |
|
0.69 |
|
0.68 |
|
3.54 |
|
20,978 |
|
20.47 |
||||||||||||||||||||||||||||||
9/30/2013 |
|
(3.70 |
) |
|
|
0.68 |
|
0.68 |
|
3.42 |
|
16,844 |
|
16.89 |
||||||||||||||||||||||||||||
9/30/2012 |
|
11.15 |
|
0.74 |
|
0.68 |
|
3.99 |
|
16,491 |
|
18.34 |
||||||||||||||||||||||||||||||
Class I |
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
9/30/2016 |
|
7.25 |
|
0.58 |
|
0.58 |
|
2.96 |
|
1,652 |
|
19.60 |
||||||||||||||||||||||||||||||
9/30/2015 |
|
3.10 |
|
0.60 |
|
0.59 |
|
3.34 |
|
1,104 |
|
9.56 |
||||||||||||||||||||||||||||||
9/30/2014 |
|
9.85 |
|
0.59 |
|
0.58 |
|
3.66 |
|
644 |
|
20.47 |
||||||||||||||||||||||||||||||
9/30/2013 |
|
(3.60 |
) |
|
|
0.59 |
|
0.58 |
|
3.54 |
|
587 |
|
16.89 |
||||||||||||||||||||||||||||
9/30/2012 |
|
11.30 |
|
0.64 |
|
0.58 |
|
3.68 |
|
265 |
|
18.34 |
||||||||||||||||||||||||||||||
|
PROSPECTUS NEW YORK TAX FREE FUND
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To Obtain Information:
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ADDITIONAL INFORMATION
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Lord Abbett Municipal Income Fund, Inc.
Lord Abbett Short Duration Tax Free Fund
Lord Abbett Intermediate Tax Free Fund
Lord Abbett AMT Free Municipal Bond Fund
Lord Abbett National Tax-Free Income Fund
Lord Abbett High Yield Municipal Bond Fund
Lord Abbett Short Duration High Yield Municipal Bond Fund
Lord Abbett California Tax-Free Income Fund
Lord Abbett New Jersey Tax-Free Income Fund
Lord Abbett New York Tax-Free Income Fund
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Lord Abbett Mutual Fund shares are distributed by: LORD ABBETT DISTRIBUTOR LLC |
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Investment Company Act File Number: 811-03942 |
LORD ABBETT | |
Statement of Additional Information | February 1, 2017 |
LORD ABBETT MUNICIPAL INCOME FUND
SHORT DURATION TAX FREE FUND | |||
CLASS | TICKER | CLASS | TICKER |
A | LSDAX | F | LSDFX |
B | N/A | I | LISDX |
C | LSDCX | T | LSHTX |
INTERMEDIATE TAX FREE FUND | |||
CLASS | TICKER | CLASS | TICKER |
A | LISAX | I | LAIIX |
B | LISBX | P | LISPX |
C | LISCX | T | LISTX |
F | LISFX |
AMT FREE MUNICIPAL BOND FUND | |||
CLASS | TICKER | CLASS | TICKER |
A | LATAX | I | LMCIX |
C | LATCX | T | LATTX |
F | LATFX |
NATIONAL TAX FREE FUND | |||
CLASS | TICKER | CLASS | TICKER |
A | LANSX | I | LTNIX |
B | LANBX | P | N/A |
C | LTNSX | T | LANTX |
F | LANFX |
HIGH YIELD MUNICIPAL BOND FUND | |||
CLASS | TICKER | CLASS | TICKER |
A | HYMAX | I | HYMIX |
B | HYMBX | P | HYMPX |
C | HYMCX | T | HYMTX |
F | HYMFX |
SHORT DURATION HIGH YIELD
MUNICIPAL BOND FUND |
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CLASS | TICKER | CLASS | TICKER |
A | SDHAX | I | SDHIX |
C | SDHCX | T | SDHTX |
F | SDHFX |
CALIFORNIA TAX FREE FUND | |||
CLASS | TICKER | CLASS | TICKER |
A | LCFIX | I | CAILX |
C | CALAX | P | N/A |
F | LCFFX | T | LCTTX |
NEW JERSEY TAX FREE FUND | |||
CLASS | TICKER | CLASS | TICKER |
A | LANJX | P | N/A |
F | LNJFX | T | LNJTX |
I | LINJX |
NEW YORK TAX FREE FUND | |||
CLASS | TICKER | CLASS | TICKER |
A | LANYX | I | NYLIX |
C | NYLAX | P | N/A |
F | LNYFX | T | LNYTX |
This statement of additional information (“SAI”) is not a prospectus. A prospectus may be obtained from your financial intermediary or from Lord Abbett Distributor LLC (“Lord Abbett Distributor”) at 90 Hudson Street, Jersey City, NJ 07302-3973. This SAI relates to, and should be read in conjunction with, the prospectus for Lord Abbett Municipal Income Fund, Inc. (the “Company”) dated February 1, 2017. Certain capitalized terms used throughout this SAI are defined in the prospectus.
The Funds’ audited financial statements are incorporated into this SAI by reference to the Funds’ 2016 annual report. The Funds’ annual and semiannual reports to shareholders are available without charge, upon request by calling 888-522-2388. In addition, you can make inquiries through your financial intermediary.
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TABLE OF CONTENTS
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Fund History
The Company was organized as a Maryland corporation on December 27, 1983. The Company has 7,305,001,000 shares of authorized capital stock, $0.001 par value, consisting of the following nine series or portfolios: Lord Abbett Short Duration Tax Free Fund (“Short Duration Tax Free Fund”) offers six classes of shares (A, B, C, F, I, and T); Lord Abbett Intermediate Tax Free Fund (“Intermediate Fund”), Lord Abbett High Yield Municipal Bond Fund (“High Yield Municipal Bond Fund”), and Lord Abbett National Tax-Free Income Fund (“National Fund”) offer seven classes of shares (A, B, C, F, I, P, and T); Lord Abbett AMT Free Municipal Bond Fund (“AMT Free Municipal Bond Fund”) and Lord Abbett Short Duration High Yield Municipal Bond Fund (“Short Duration High Yield Municipal Bond Fund”) offer five classes of shares (A, C, F, I, and T); Lord Abbett New Jersey Tax-Free Income Fund (“New Jersey Fund”) offers five classes of shares (A, F, I, P, and T); and Lord Abbett California Tax-Free Income Fund (“California Fund”) and Lord Abbett New York Tax-Free Income Fund (“New York Fund”) offer six classes of shares (A, C, F, I, P, and T) (each, individually, a “Fund” or, collectively, the “Funds.”)
High Yield Municipal Bond Fund, Short Duration High Yield Municipal Bond Fund, California Fund, New Jersey Fund, and New York Fund are non-diversified, open-end management investment companies registered under the Investment Company Act of 1940, as amended (the “Act”). Short Duration Tax Free Fund, Intermediate Fund, AMT Free Municipal Bond Fund, and National Fund are diversified, open-end management investment companies registered under the Act.
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Investment Policies
Fundamental Investment Restrictions . Each Fund’s investment objective cannot be changed without the approval of a “majority of the Fund’s outstanding shares.” (1) Each Fund also is subject to the following fundamental investment restrictions that cannot be changed without the approval of a majority of the Fund’s outstanding shares.
Each Fund may not:
(1) | borrow money, except that (i) it may borrow from banks (as defined in the Act) (2) in amounts up to 33 ⅓% of its total assets (including the amount borrowed), (ii) it may borrow up to an additional 5% of its total assets for temporary purposes, (iii) it may obtain such short-term credit as may be necessary for the clearance of purchases and sales of portfolio securities, (iv) it may purchase securities on margin to the extent permitted by applicable law, (3) and (v) it may borrow money from other Lord Abbett Funds to the extent permitted by applicable law and any exemptive relief obtained by the Fund; |
(2) | pledge its assets (other than to secure such borrowings or to the extent permitted by each Fund’s investment policies as permitted by applicable law); (4) |
(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 (i) the acquisition of bonds, debentures or other corporate debt securities and investments 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 (ii) the Fund may lend its portfolio securities, provided that the lending of portfolio securities may be made only in accordance with applicable law, and (iii) the Fund may lend money to other Lord Abbett Funds to the extent permitted by applicable law and any exemptive relief obtained by the Fund; |
(5) | buy or sell real estate (except that each Fund may invest in securities directly or indirectly secured by real estate or interests therein or issued by companies that invest in real estate or interests therein), or commodities or commodity contracts (except to the extent each Fund may do so in accordance with applicable law and without registering as a commodity pool operator under the Commodity Exchange Act as, for example, with futures contracts); |
(6) | with respect to 75% of the gross assets of the National Fund, Intermediate Fund, Short Duration Tax Free Fund, and AMT Free Municipal Bond Fund buy securities of one issuer representing more than (i) 5% of the Fund’s gross assets, except securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities or (ii) 10% of the voting securities of such issuer; |
(7) | invest more than 25% of its assets, taken at market value, in the securities of issuers in any particular industry (excluding tax-exempt securities such as tax-exempt securities financing facilities in the same industry or issued by nongovernmental users and securities of the U.S. Government, its agencies and instrumentalities); or |
(1) A “majority of the Fund’s outstanding shares” means the vote of the lesser of (1) 67% or more of the voting securities present at a shareholder meeting, provided that more than 50% of the outstanding voting securities of the Fund are present at the meeting or represented by proxy, or (2) more than 50% of the outstanding voting securities of the Fund regardless of whether such shareholders are present at the meeting (or represented by proxy).
(2) The term “bank” is defined in Section 2(a)(5) of the Act.
(3) U.S. Securities and Exchange Commission (“SEC”) staff guidance currently prohibits a Fund from purchasing any security on margin, except such short-term credits as are necessary for the clearance of transactions.
(4) Current federal securities laws prohibit a Fund from pledging more than one-third of its total assets (taken at current value) to secure borrowings made in accordance with the investment restrictions above. For the purpose of this restriction the deposit of assets in a segregated account with a Fund’s custodian in connection with any of the Fund’s investment transactions is not considered to be a pledge of the Fund’s assets.
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(8) | issue senior securities to the extent such issuance would violate applicable law. (5) |
Compliance with these fundamental investment restrictions will be determined at the time of the purchase or sale of the security, except in the case of the first fundamental investment restriction, with which the Funds must comply on a continuous basis.
Non-Fundamental Investment Restrictions . In addition to each Fund’s investment objective, 80% investment policy in the prospectus, and the fundamental investment restrictions above that cannot be changed without shareholder approval, each Fund also is subject to the following non-fundamental investment restrictions that may be changed by the Board of Directors (the “Board”) without shareholder approval.
Each Fund may not:
(1) | make short sales of securities or maintain a short position except to the extent permitted by applicable law; |
(2) | 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 under the Securities Act of 1933, as amended (“Rule 144A”), determined by Lord, Abbett & Co. LLC (“Lord Abbett”) to be liquid, subject to the oversight of the Board; |
(3) | invest in securities issued by other investment companies, except to the extent permitted by applicable law; or |
(4) | write, purchase or sell puts, calls, straddles, spreads or combinations thereof, except to the extent permitted in the Fund’s prospectus and SAI, as they may be amended from time to time. |
Each Fund other than Short Duration High Yield Municipal Bond Fund may not:
(5) | invest in real estate limited partnership interests or interests in oil, gas or other mineral leases, or exploration or development programs, except that each Fund may invest in securities issued by companies that engage in oil, gas or other mineral exploration or development activities; |
(6) | 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 each Fund’s total assets (included within such limitation, but not to exceed 2% of the Fund’s total assets, are warrants that are not listed on the New York Stock Exchange (“NYSE”) or NYSE MKT LLC or a major foreign exchange); or |
(7) | buy from or sell to any of the Company’s officers, directors, employees, or each Fund’s investment adviser or any of the adviser’s officers, partners or employees, any securities other than shares of each Fund. Section 18(f) of the Act prohibits a Fund from issuing senior securities (which generally are defined as securities representing indebtedness), except that a Fund may borrow money from banks in amounts of up to 33⅓% of its total assets (including the amount borrowed). |
Compliance with these non-fundamental investment restrictions will be determined at the time of the purchase of the security, except in the case of the first non-fundamental investment restriction, which will apply at the time of the making or maintenance of the short position, and in the case of the fourth and seventh non-fundamental investment restrictions, which will apply according to their terms. No Fund will be required to sell illiquid securities if it exceeds the 15% limit due to market activity or the sale of liquid securities; however, in these situations the Fund will take appropriate measures to reduce the percentage of its assets invested in illiquid securities in an orderly fashion.
Portfolio Turnover Rate. For each of the fiscal years ended September 30, 2016 and 2015, the portfolio turnover rates for the Funds were as follows:
Fund | 2016 | 2015 |
Short Duration Tax Free Fund | 23.16% | 25.83% |
Intermediate Fund | 8.25% | 12.23% |
AMT Free Municipal Bond Fund | 8.51% | 20.67% |
(5) Current federal securities laws prohibit a Fund from issuing senior securities (which generally are defined as securities representing indebtedness), except that a Fund may borrow money from banks in amounts of up to 33 ⅓% of its total assets (including the amount borrowed).
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Additional Information on Portfolio Risks, Investments, and Techniques. This section provides further information on certain types of investments and investment techniques that each Fund may use and some of the risks associated with some investments and techniques. The composition of a Fund’s portfolio and the investments and techniques that a Fund uses in seeking its investment objective and employing its investment strategies will vary over time. A Fund may use each of the investments and techniques described below at all times, at some times, or not at all.
Borrowing Money. Each Fund may borrow money for certain purposes as described above under “Fundamental Investment Restrictions.” If a Fund borrows money and experiences a decline in its net asset value (“NAV”), the borrowing will increase the effect of its losses on the value of the Fund’s shares. A Fund will not purchase additional securities while outstanding borrowings exceed 5% of its total assets.
Derivatives. Each Fund may use derivatives. Derivatives are financial instruments that derive their value from the value of an underlying asset, reference rate, or index. Such underlying reference instruments generally may include indices, securities, currencies, and commodities. A Fund may use a derivative to adjust its exposure to the value of a reference instrument without actually buying or selling the instrument.
Lord Abbett has filed notices to claim an exclusion from the definition of the term commodity pool operator (“CPO”) under the Commodity Exchange Act (the “CEA”) for the Funds and, therefore, is not subject to registration or regulation as a CPO with regard to the Funds under the CEA.
Futures Contracts . Futures are standardized, exchange-traded contracts to buy or sell a specified quantity of an underlying asset or reference instrument at a specified price at a specified future date. In most cases the contractual obligation under a futures contract may be offset or “closed out” before the settlement date so that the parties do not have to make or take physical delivery. The Funds usually close out a futures contract by buying or selling, as the case may be, an offsetting futures contract. This transaction, which is effected through an exchange, cancels the obligation to make or take delivery of the underlying asset. Although some futures contracts by their terms require physical settlement (meaning actual delivery or acquisition of the underlying asset), many permit cash settlement. In the United States, a clearing organization associated with the exchange on which futures are traded assumes responsibility for closing-out transactions and guarantees that as between the clearing members of an exchange, the same and purchase obligations will be performed with regard to all positions that remain open at the termination of the contract. Thus, each holder of such a futures contract bears the credit risk of the clearinghouse (and has the benefit of its financial strength) rather than that of a particular counterparty.
When a Fund enters into a futures contract, it must deposit collateral or “initial margin” equal to a percentage of the contract value. Each day thereafter until the futures contract is closed out, the Fund will pay or receive “variation margin” depending on, among other factors, changes in the price of the underlying reference instrument. When the futures contract is closed out, if the Fund experiences a loss equal to or greater than the margin amount, the Fund will pay the margin amount plus any amount in excess of the margin amount. If the Fund experiences a loss of less than the margin amount, the Fund receives the difference. Likewise, if the Fund experiences a gain, the Fund receives the margin amount and the amount of the gain.
Each Fund may purchase and sell futures contracts for hedging purposes (including to hedge against changes in interest rates and securities prices) or for speculative purposes (including to gain efficient exposure to markets and to minimize transaction costs). Each Fund also may enter into closing purchase and sale transactions with respect to such contracts.
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The primary risks associated with futures contracts include:
· | Unanticipated market movements may cause the Fund to underperform or experience substantial losses. |
· | Because perfect correlation between a futures position and a portfolio position that a Fund intends to hedge is impossible to achieve, a hedge may not work as intended, and the Fund thus may be exposed to additional risk of loss. |
· | While interest rates on taxable securities generally move in the same direction as the interest rates on municipal bonds, frequently there are differences in the rate of such movements and temporary dislocations. Accordingly, the use of a financial futures contract on a taxable security or a taxable securities index may involve a greater risk of an imperfect correlation between the price movements of the futures contract and of the municipal bond being hedged than when using a financial futures contract on a municipal bond or a municipal bond index. |
· | The loss that a Fund may incur in entering into certain futures contracts is potentially unlimited and may exceed the amount of the premium received. |
· | Futures markets are highly volatile, and the use of futures may increase the volatility of a Fund’s NAV. |
· | Because of low initial margin requirements, futures involve a high degree of leverage. As a result, a relatively small price movement in a futures contract can cause substantial losses to a Fund. |
· | Futures contracts may be illiquid, and exchanges may limit fluctuations in futures contract prices during a single day. |
· | There may not be a liquid secondary trading market for a futures contract, limiting a Fund’s ability to close a futures contract when desired. |
Swaps . The Funds may enter into one or more of the following: interest rate swaps; municipal default swaps; total return swaps; and interest rate caps, floors, and collars. A Fund may enter into these transactions for hedging purposes or for speculative purposes in an attempt to obtain a particular return when it is considered desirable to do so. An over-the-counter (OTC) swap transaction involves an agreement between two parties to exchange different types of cash flows based on a specified or “notional” amount. The cash flows exchanged in a specific transaction may be, among other things, payments that are the equivalent of interest on a principal amount, payments that would compensate the purchaser for losses on a defaulted security or basket of securities, or payments reflecting the performance of one or more specified securities or indices. A Fund may enter into swap transactions with various counterparties, including banks, securities dealers, or their respective affiliates. Interest rate swaps and certain other types of standardized swaps are exchange-traded and subject to mandatory clearing through a central clearinghouse.
In an interest rate swap, a Fund agrees to either make or receive payments that are equivalent to a fixed rate of interest on the specified notional amount in exchange for payments that are equivalent to a variable rate of interest (based on a specified index) on the same notional amount. Interest rate swaps may enable a Fund to either increase or reduce its interest rate risk or to adjust the duration of its bond portfolio.
In a municipal default swap, a Fund agrees to make one or more premium payments in exchange for the agreement of its counterparty to pay an amount equal to the decrease in value of a specified bond or a basket of debt securities upon the occurrence of a default or other “credit event” relating to the issuers of the debt. In such transactions, a Fund effectively acquires protection from the municipal default swap counterparty from decreases in the creditworthiness of the debt issuers. In addition to investing in municipal default swaps, each Fund also may invest in an index the underlying (or reference) assets of which are municipal default swaps.
In a total return swap, a Fund agrees to receive from the counterparty the “total return” of a defined underlying asset during a specified period, in return for making periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. If the value of the asset underlying a total return swap declines over the term of the swap, a Fund also may be required to pay an amount equal to that decline in value to its counterparty. A Fund also may be the seller of a total return swap, in which case it would receive premium payments in an amount equal to any decline in
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value of the underlying asset over the term of the swap, but it would be obligated to pay its counterparty an amount equal to any appreciation.
The Funds may purchase or sell interest rate caps, floors, and collars. The purchaser of an interest rate cap is entitled to receive payments only to the extent that a specified index exceeds a predetermined interest rate. The purchaser of an interest rate floor is entitled to receive payments only to the extent that a specified index is below a predetermined interest rate. A collar effectively combines a cap and a floor so that the purchaser receives payments only when market interest rates are within a specified range of interest rates at specified periods of time.
The use of these transactions is a highly specialized activity that involves investment techniques and risks that are different from those associated with ordinary portfolio securities transactions. If Lord Abbett is incorrect in its forecasts of interest rates or market values or in its assessments of the credit risks relevant to the transactions it enters into, the investment performance of a Fund may be less favorable than it would have been if the Fund had not entered into these transactions. Because many of these arrangements are bilateral agreements between a Fund and its counterparty, each party is exposed to the risk of default by the other (for cleared swaps, this would be the central clearinghouse). Certain standardized swaps are subject to mandatory clearing and exchange-trading. Central clearing is intended to reduce counterparty risk. Exchange-trading is expected to decrease illiquidity risk and increase transparency because prices and volumes are posted on the exchange. Central clearing and exchange-trading, however, do not make swap transactions risk-free.
In addition, these transactions may involve a small investment of cash by a Fund compared to the risk assumed with the result that small changes may produce disproportionate and substantial gains or losses to the Fund. A Fund’s obligations under swap agreements generally are collateralized by cash or government securities based on the amount by which the value of the payments that a Fund is required to make exceed the value of the payments that its counterparty is required to make. Each Fund segregates liquid assets equal to any difference between that excess and the amount of collateral that it is required to provide. Conversely, a Fund generally requires its counterparties to provide collateral on a comparable basis except in those instances in which Lord Abbett is satisfied with the claims paying ability of the counterparty without such collateral. Additionally, uncleared swap transactions are subject to minimum margin requirements that will be implemented on a phased-in basis.
High-Yield, Non-Investment Grade or Lower-Rated Municipal Bonds and Other Debt Securities. Each Fund (other than High Yield Municipal Bond Fund, Short Duration High Yield Municipal Bond Fund, AMT Free Municipal Bond Fund and National Fund) may invest up to 20% of its assets in high-yield debt securities. Each of High Yield Municipal Bond Fund and Short Duration High Yield Municipal Bond Fund may invest up to 100% of its assets in high-yield debt securities. Each of AMT Free Municipal Bond Fund and National Fund may invest up to 35% of its assets in high-yield debt securities. High-yield debt securities (also referred to as “non-investment grade securities,” “lower-rated debt securities,” or “junk bonds”) are those rated by a rating agency BB/Ba or lower (or unrated by rating agencies but determined by Lord Abbett, each Fund’s investment adviser, to be of comparable quality) and may pay a higher yield, but entail greater risks, than investment grade debt securities. High-yield debt securities are considered speculative. When compared to investment grade debt securities, high-yield debt securities:
· | have a higher risk of default and their prices can be much more volatile due to lower liquidity; |
· | tend to be less sensitive to interest rate changes; |
· | are susceptible to negative perceptions of the junk markets generally; and |
· | pose a greater risk that exercise of any of their redemption or call provisions in a declining market may result in their replacement by lower-yielding bonds. |
The risk of loss from default for the holders of high yield debt securities is significantly greater than is the case for holders of other debt securities because such high yield securities generally are unsecured, often are subordinated to the rights of other creditors of the issuers of such securities, and are issued by issuers with weaker financials. Investment by a Fund in already defaulted securities poses an additional risk of loss should nonpayment of principal and interest continue in respect of such securities. Even if such securities are held to maturity, recovery by a Fund of its initial investment and any anticipated income or appreciation is uncertain. In addition, a Fund may incur additional expenses to
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the extent that it is required to seek recovery relating to the default in the payment of principal or interest on such securities or otherwise protect its interests. A Fund may be required to liquidate other portfolio securities to satisfy annual distribution obligations of the Fund in respect of accrued interest income on securities which are subsequently written off, even though the Fund has not received any cash payments of such interest.
Since the risk of default is higher among high-yield debt securities, Lord Abbett’s research and analysis are important factors in the selection of such securities. Through portfolio diversification, good credit analysis and attention to current developments and trends in interest rates and economic conditions, each Fund seeks to reduce this risk. There can be no assurance, however, that this risk will in fact be reduced and that losses will not occur.
The secondary market for non-investment grade securities is concentrated in relatively few market makers and is dominated by institutional investors, including mutual funds, insurance companies and other financial institutions. As a result, the secondary market for such securities is not as liquid as, and is more volatile than, the secondary market for higher rated securities. In addition, market trading volume for lower rated securities is generally lower and the secondary market for such securities could shrink or disappear suddenly and without warning as a result of adverse market or economic conditions, independent of any specific adverse changes in the condition of a particular issuer. Because of the lack of sufficient market liquidity, a Fund may incur losses because it may be required to effect sales at a disadvantageous time and then only at a substantial drop in price. These factors may have an adverse effect on the market price and a Fund’s ability to dispose of particular portfolio investments when needed to meet their redemption requests or other liquidity needs. A less liquid secondary market also may make it more difficult for a Fund to obtain precise valuations of lower rated securities in its portfolio. The adoption of new legislation could adversely affect the secondary market for high yield debt securities and the financial condition of issuers of these securities. The form of any future legislation, and the probability of such legislation being enacted, is uncertain.
Non-investment grade or high yield debt securities also present risks based on payment expectations. High yield debt securities frequently contain “call” or buy-back features that permit the issuer to call or repurchase the security from its holder. If an issuer exercises such a “call option” and redeems the security, a Fund may have to replace such security with a lower-yielding security, resulting in a decreased return for investors. In addition, if a Fund experiences net redemptions of its shares, it may be forced to sell its higher-rated securities, resulting in a decline in the overall credit quality of its portfolio and increasing its exposure to the risks of high yield securities.
An economic downturn could severely affect the ability of highly leveraged issuers of junk bond investments to service their debt obligations or to repay their obligations upon maturity. Factors having an adverse impact on the market value of junk bonds will have an adverse effect on a Fund’s NAV to the extent a Fund invests in such investments.
Illiquid Securities. Each Fund may invest up to 15% of its net assets in illiquid securities, which are securities that the Fund determines cannot be disposed of in seven days in the ordinary course of business at approximately the amount at which the Fund has valued such securities. Illiquid securities include:
· | securities that are not readily marketable; |
· | certain municipal leases and participation interests; |
· | repurchase agreements and time deposits with a notice or demand period of more than seven days; |
· | certain structured securities and certain defaulted securities; and |
· | certain restricted securities, unless Lord Abbett determines, subject to the oversight of the Board, based upon a review of the trading markets for a specific restricted security, that such restricted security is eligible for resale pursuant to Rule 144A (“144A Securities”) and is liquid. |
144A Securities may be resold to a qualified institutional buyer (“QIB”) without registration and without regard to whether the seller originally purchased the security for investment. Investing in 144A Securities may decrease the liquidity of each Fund’s portfolio to the extent that QIBs become for a time uninterested in purchasing these securities. The purchase price and subsequent valuation of restricted and illiquid securities normally reflect a discount, which may be significant, from the market price of comparable securities for which a liquid market exists. The amount of the discount from the prevailing market price varies depending upon the type of security, the character of the issuer, the party
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who will bear the expenses of registering the restricted securities if needed, and prevailing supply and demand conditions. A Fund may not be able to readily liquidate its investment in illiquid securities and may have to sell other investments if necessary to raise cash to meet its obligations. This will cause illiquid securities to become an increasingly larger percentage of the Fund’s portfolio. The lack of a liquid secondary market for illiquid securities may make it more difficult for a Fund to assign a value to those securities for purposes of valuing its portfolio and calculating its NAV.
Interfund Lending. Each Fund’s investment restrictions and an SEC exemptive order permit the Fund to participate in an interfund lending program with other Funds in the Lord Abbett Family of Funds. This program allows the Lord Abbett Funds to borrow money from and lend money to each other for temporary or emergency purposes, such as to satisfy redemption requests or to cover unanticipated cash shortfalls. To the extent permitted by its investment objective, strategies, and policies, a Fund may (1) lend uninvested cash to other Lord Abbett Funds in an amount up to 15% of its net assets at the time of the loan (including lending up to 5% of its net assets to any single Lord Abbett Fund) and (2) borrow money from other Lord Abbett Funds provided that total outstanding borrowings from all sources do not exceed 33 1/3% of its total assets. A Fund may borrow through the interfund lending program on an unsecured basis ( i.e. , posting without collateral) if its aggregate borrowings from all sources immediately after the interfund borrowing total 10% or less of the Fund’s total assets. However, if a Fund’s aggregate borrowings from all sources immediately after the interfund borrowing exceed 10% of the Fund’s total assets, the Fund may borrow through the interfund lending program on a secured basis only. A Fund also is required to secure an interfund loan if it has outstanding secured borrowings from other sources at the time the loan is requested.
Any loan made through the interfund lending program always would be more beneficial to a borrowing Fund ( i.e. , at a lower interest rate) than borrowing from a bank and more beneficial to a lending Fund ( i.e. , at a higher rate of return) than an alternative short-term investment. The term of an interfund loan is limited to the time required to receive payment for securities sold, but in no event more than seven days. In addition, an interfund loan is callable with one business day’s notice.
The limitations discussed above, other conditions of the SEC exemptive order, and related policies and procedures implemented by Lord Abbett are designed to minimize the risks associated with interfund lending for both borrowing Funds and lending Funds. However, no borrowing or lending activity is without risk. When a Fund borrows money from another Lord Abbett Fund, there is a risk that the loan could be called on one business day’s notice or not renewed, in which case the Fund may need to borrow from a bank at higher rates if an interfund loan were not available from another Lord Abbett Fund. Furthermore, a delay in repayment to a lending Fund could result in a lost investment opportunity or additional lending costs.
Investments in Other Investment Companies. Subject to the limitations prescribed by the Act and the rules adopted by the SEC thereunder, each Fund may invest in other investment companies, including money market funds, exchange-traded funds (“ETFs”), and closed-end funds. (Each Fund, however, may not invest in other funds in reliance on Sections 12(d)(1)(F) or (G) of the Act.) These limitations include a prohibition on each Fund acquiring more than 3% of the voting shares of any one other investment company, and a prohibition on the Fund investing more than 5% of its total assets in the securities of any one other investment company or more than 10% of its total assets in securities of other investment companies in the aggregate. (Pursuant to certain SEC rules, these percentage limitations do not apply to a Fund’s investments in certain registered money market funds.) A Fund’s investments in another investment company will be subject to the risks of the purchased investment company’s portfolio securities and the Fund’s shareholders must bear not only their proportionate share of the Fund’s fees and expenses, but they also must bear indirectly the fees and expenses of the other investment company.
A Fund may invest in ETFs. Investments in ETFs are subject to a variety of risks, including risks of a direct investment in the underlying securities that the ETF holds. For example, the general level of stock prices may decline, thereby adversely affecting the value of the underlying investments of the ETF and, consequently, the value of the ETF. In addition, the market value of the ETF shares may differ from the value of their portfolio holdings because the supply and demand in the market for ETF shares at any point is not always identical to the supply and demand in the market for the underlying securities. Also, ETFs that track particular indices typically will be unable to match the performance of the index exactly due to the ETF’s operating expenses and transaction costs, among other things. ETFs typically incur fees that are separate from those fees incurred directly by the Funds. Therefore, as a shareholder in an ETF (as with other investment companies), a Fund would bear its ratable share of the ETF’s expenses. At the same time, the Fund would
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continue to pay its own investment management fees and other expenses. As a result, a Fund and its shareholders, in effect, will absorb duplicate levels of fees with respect to investments in ETFs.
Because closed-end funds do not issue redeemable securities and thus do not need to maintain liquidity to meet daily shareholder redemptions, such funds may invest in less liquid portfolio securities. Moreover, a Fund’s investment in a closed-end fund is exposed to the risk that a secondary market for such shares may cease to exist. Accordingly, the Fund’s investment in closed-end fund shares is subject to liquidity risk.
Municipal Bonds. In general, municipal bonds are debt obligations issued by or on behalf of states, territories and possessions of the U.S., the District of Columbia, Puerto Rico, Guam and their political subdivisions, agencies and instrumentalities. Municipal bonds are issued to obtain funds for various public purposes, including the construction of bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works. They may be used to refund outstanding obligations, to obtain funds for general operating expenses, or to obtain funds to lend to other public institutions and facilities and in anticipation of the receipt of revenue or the issuance of other obligations. In addition, the term “municipal bonds” may include certain types of “private activity” bonds including industrial development bonds issued by public authorities to obtain funds to provide privately-operated housing facilities, sports facilities, convention or trade show facilities, airport, mass transit, port or parking facilities, air or water pollution control facilities and certain facilities for water supply, gas, electricity, or sewerage or solid waste disposal. Under the Tax Reform Act of 1986, as amended, substantial limitations were imposed on new issues of municipal bonds to finance privately-operated facilities. The interest on municipal bonds generally is excludable from most investors’ gross income for federal income tax purposes. From time to time, proposals have been introduced before Congress to restrict or eliminate the federal income tax exemption for interest on municipal bonds. Similar proposals may be introduced in the future. If any such proposal were enacted, it might restrict or eliminate the ability of a Fund to achieve its investment objectives.
The two principal classifications of municipal bonds are “general obligation” and limited obligation or “revenue bonds.” General obligation bonds are secured by the pledge of the faith, credit and taxing authority of the municipality for the payment of principal and interest. The taxes or special assessments that can be levied for the payment of debt service may be limited or unlimited as to rate or amount. Revenue bonds are not backed by the credit and taxing authority of the issuer, and are payable only from the revenues derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source. Nevertheless, the obligations of the issuer of a revenue obligation may be backed by a letter of credit, guarantee, or insurance. “Private activity” bonds are, in most cases, revenue bonds and generally do not constitute the pledge of the faith, credit or taxing authority of the municipality. The credit quality of such municipal bonds usually is directly related to the credit standing of the user of the facilities. There are variations in the security of municipal bonds, both within a particular classification and between classifications, depending on numerous factors. General obligation and revenue bonds may be issued in a variety of forms, including commercial paper, fixed, variable, and floating rate securities, tender option bonds, auction rate bonds, zero coupon bonds, deferred interest bonds, and capital appreciation bonds.
In addition, municipal bonds include municipal leases, certificates of participation and “moral obligation” bonds. A municipal lease is an obligation issued by a state or local government to acquire equipment or facilities. Certificates of participation represent interests in municipal leases or other instruments, such as installment purchase agreements. Moral obligation bonds are supported by a moral commitment but not a legal obligation of a state or local government. Municipal leases, certificates of participation and moral obligation bonds frequently involve special risks not normally associated with general obligation or revenue bonds. In particular, these instruments permit governmental issuers to acquire property and equipment without meeting constitutional and statutory requirements for the issuance of debt. If, however, the governmental issuer does not periodically appropriate money to enable it to meet its payment obligations under these instruments, it cannot be legally compelled to do so. If a default occurs, the collateral securing the lease obligation may be difficult to dispose of and the Fund may suffer significant losses. Some municipal leases, certificates of participation and moral obligation bonds may be illiquid.
Municipal bonds also may be in the form of a tender option bond, which is a municipal bond (generally held pursuant to a custodial agreement) having a relatively long maturity and bearing interest at a fixed rate substantially higher than prevailing short-term, tax-exempt rates. The bond is typically issued with the agreement of a third party, such as a bank, broker-dealer or other financial institution, which grants the security holders the option, at periodic intervals, to tender
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their securities to the institution. After payment of a fee to the financial institution that provides this option, the security holder effectively holds a demand obligation that bears interest at the prevailing short-term, tax-exempt rate. An institution may not be obligated to accept tendered bonds in the event of certain defaults or a significant downgrading in the credit rating assigned to the issuer of the bond. The tender option will be taken into account in determining the maturity of the tender option bonds and the applicable Fund’s duration. There is a risk that the Funds will not be considered the owner of a tender option bond for federal income tax purposes, and thus will not be entitled to treat such interest as exempt from federal income tax. Certain tender option bonds may be illiquid.
Each Fund may purchase floating and variable rate obligations, including variable rate demand notes. The value of these obligations is generally more stable than that of a fixed rate obligation in response to changes in interest rate levels. The issuers or financial intermediaries providing demand features may support their ability to purchase the obligations by obtaining credit with liquidity supports. These may include lines of credit, which are conditional commitments to lend, and letters of credit, which will ordinarily be irrevocable both of which may be issued by domestic banks or foreign banks.
Municipal bonds and issuers of municipal bonds may be more susceptible to downgrade, default, and bankruptcy as a result of recent periods of economic stress. Factors contributing to the economic stress may include: lower property tax collections as a result of lower home values, lower sales tax revenue as a result of reduced consumer spending, lower income tax revenue as a result of higher unemployment rates, and budgetary constraints of local, state, and federal governments upon which issuers of municipal securities may be relying for funding. In addition, as certain municipal bonds may be secured or guaranteed by banks and other institutions, the risk to a Fund could increase if the banking, insurance, or other parts of the financial sector suffer an economic downturn and/or if the credit ratings of the institutions issuing the guarantee are downgraded or at risk of being downgraded by a national rating organization. Such a downgrade or risk of being downgraded may have an adverse effect on the market prices of bonds and thus the value of a Fund’s investment. Further, a state, municipality, public authority, or other issuers of municipal bonds may file for bankruptcy, which may significantly affect the value of the bonds issued by such issuers and therefore the value of a Fund’s investment. As a result of recent turmoil in the municipal bond market, several municipalities filed for bankruptcy protection or indicated that they may seek bankruptcy protection in the future.
Municipal bonds also are subject to the risk that the perceived increase in the likelihood of default or downgrade among municipal issuers as a result of recent market conditions could result in increased illiquidity, volatility, and credit risk. In addition, certain municipal issuers may be unable to access the market to sell bonds or, if able to access the market, may be forced to issue securities at much higher rates. Should these municipal issuers fail to sell bonds when and at the rates projected, these entities could experience significantly increased costs and a weakened overall cash position in the current fiscal year and beyond. These events also could result in decreased investment opportunities for a Fund and lower investment performance.
The yields on municipal bonds depend on a variety of factors, including general market conditions, supply and demand, general conditions of the municipal bond market, size of a particular offering, the maturity of the obligation and the rating of the issue. The ratings of Moody’s Investors Service, Inc. (“Moody’s”), S&P Global Ratings (“Standard & Poor’s”) and Fitch Ratings (“Fitch”) represent their opinions as to the quality of the municipal bonds which they undertake to rate. It should be emphasized, however, that such ratings are general and are not absolute standards of quality. Consequently, municipal bonds with the same maturity, coupon and rating may have different yields when purchased in the open market, while municipal bonds of the same maturity and coupon with different ratings may have the same yield. Credit ratings issued by credit rating agencies are designed to evaluate the safety of principal and interest payments of rated securities. They do not evaluate the market value risk of non-investment grade securities and, therefore, may not fully reflect the true risks of an investment. In addition, credit rating agencies may or may not make timely changes in a rating to reflect changes in the economy or in the conditions of the issuer that affect the market value of the security. Consequently, credit ratings are used only as a preliminary indicator of investment quality.
Some municipal bonds feature credit enhancements, such as lines of credit, municipal bond insurance and standby bond purchase agreements (“SBPAs”). There is no assurance that any of the municipal bonds purchased by the Funds are subject to these types of guarantees. SBPAs include lines of credit that are issued by a third party, usually a bank, to enhance liquidity and ensure repayment of principal and any accrued interest if the underlying municipal bond should default. Municipal bond insurance, which is usually purchased by the bond issuer from a private, nongovernmental
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insurance company, provides an unconditional and irrevocable guarantee that the insured bond’s principal and interest will be paid when due. Insurance does not guarantee the price of the bond or the share price of a Fund. The credit rating of an insured bond reflects the credit rating of the insurer, based on its claims-paying ability. The obligation of a municipal bond insurance company to pay a claim extends over the life of each insured bond. Although defaults on insured municipal bonds have been historically low and municipal bond insurers historically have met their claims, there is no assurance this will continue. A higher-than-expected default rate could strain the insurer’s loss reserves and adversely affect its ability to pay claims to bondholders. The number of municipal bond insurers is relatively small, and not all of them have the highest credit rating. An SBPA can include a liquidity facility that is provided to pay the purchase price of any bonds that cannot be remarketed. The obligation of the liquidity provider (usually a bank) is only to advance funds to purchase tendered bonds that cannot be remarketed and does not cover principal or interest under any other circumstances. The liquidity provider’s obligations under the SBPA are usually subject to numerous conditions, including the continued creditworthiness of the underlying borrower, bond issuer, or bond insurer.
Appendix A hereto contains a description of certain municipal bond ratings, and Appendix B hereto contains a description of the special risks associated with investing in municipal bonds of certain states and territories.
Securities as a Result of Exchanges or Workouts. Each Fund may hold various instruments received in an exchange or workout of a distressed security ( i.e. , a low-rated debt security that is in default or at risk of becoming in default). Such instruments may include, but are not limited to, equity securities, warrants, rights, participation interests in sales of assets and contingent-interest obligations. Typically, workouts result in only partial recovery of cash payments or an exchange of the defaulted obligation for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative.
Short Sales. Each Fund may make short sales of securities or maintain a short position if, at all times when a short position is open, the Fund owns an equal amount of such securities (or securities convertible into or exchangeable into an equal amount of such securities) without payment of any further consideration. This is commonly referred to as a “short sale against the box.” A Fund may engage in such a transaction, for example, to lock in a sales price for a security the Fund does not wish to sell immediately. If a Fund sells securities short against the box, it may protect itself from loss if the price of the securities declines in the future, but will lose the opportunity to profit on such securities if the price rises. A Fund may not engage in any other type of short selling and does not intend to have more than 5% of its net assets (determined at the time of the short sale) subject to short sales. This limit does not apply to a Fund’s use of short positions in futures contracts, including U.S. Treasury note futures, securities index futures, or other security futures, for bona fide hedging or cash management purposes or to pursue risk management strategies.
Structured Securities. Each Fund may invest in structured securities. Structured securities are a type of derivative security whose value is determined by reference to changes in the value of specific underlying securities, interest rates, commodities, indices, credit default swaps, or other financial indicators (the “Reference Asset”), or to relative changes in two or more Reference Assets. The interest rate or principal amount payable upon maturity or redemption may be increased or decreased depending upon changes in the applicable Reference Asset or certain specified events. Structured securities may be positively or negatively indexed with the result that the appreciation of the Reference Asset may produce an increase or decrease in the interest rate or the value of the security at maturity. The Funds typically may use these securities as a substitute for taking a position in the Reference Asset and/or as part of a strategy designed to reduce exposure to other risks, such as interest rate risk. These securities may present a greater degree of market risk than other types of fixed income securities and may be more volatile, less liquid, and more difficult to price accurately than less complex securities. Changes in the value of structured securities may not correlate perfectly with the Reference Asset. A Fund could lose more than the principal amount invested.
When-Issued Municipal Bonds. Each Fund may purchase new issues of municipal bonds, which generally are offered on a when-issued basis, with delivery and payment (“settlement”) normally taking place approximately one month after the purchase date. However, the payment obligation and the interest rate to be received by a Fund are each fixed on the purchase date. When-issued purchases are negotiated directly with the other party, and such commitments are not traded on exchanges. During the period between purchase and settlement, the value of the securities will fluctuate and assets consisting of cash and/or high-grade marketable debt securities, marked to market daily, in an amount sufficient to make payment at settlement will be segregated at the Fund’s custodian in order to pay for the commitment. At the time the Fund makes the commitment to purchase a security on a when-issued basis, it will record the transaction and reflect the
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liability for the purchase and the value of the security in determining its NAV. The Fund also generally is required to identify on its books cash and liquid assets in an amount sufficient to meet the purchase price unless the Fund’s obligations are otherwise covered. A Fund generally will purchase securities on a when-issued basis only with the intention of completing the transaction and actually purchasing or selling the securities. If deemed advisable as a matter of investment strategy, however, a Fund may dispose of or negotiate a commitment after entering into it. A Fund also may sell securities it has committed to purchase before those securities are delivered to the Fund on the settlement date. Under no circumstances will settlement for such securities take place more than 120 days after the purchase date. Securities purchased or sold on a when-issued basis involve a risk of loss if the value of the security to be purchased declines before the settlement date or if the value of the security to be sold increases before the settlement date.
Yield Curve Options. Each Fund may enter into options on the yield “spread” or differential between two securities. Such transactions often are referred to as “yield curve” options. In contrast to other types of options, a yield curve option is based on the difference between the yields of designated securities, rather than the prices of the individual securities, and is settled through cash payments. Accordingly, a yield curve option is profitable to the holder if this differential widens (in the case of a call) or narrows (in the case of a put), regardless of whether the yields of the underlying securities increase or decrease.
The trading of yield curve options is subject to all of the risks associated with the trading of other types of options. In addition, such options present a risk of loss even if the yield of one of the underlying securities remain constant, or if the spread moves in a direction or to an extent which was not anticipated.
Zero Coupon, Deferred Interest, Pay-In-Kind and Capital Appreciation Bonds. Each Fund may invest in zero coupon bonds, deferred interest, pay-in-kind and capital appreciation bonds. Zero coupon, deferred interest and capital appreciation bonds are issued at a discount from their face value because interest payments typically are postponed until maturity. These securities also may take the form of debt securities that have been stripped of their unmatured interest coupons, the coupons themselves, or receipts or certificates representing interests in such stripped debt obligations or coupons. Pay-in-kind securities may be debt obligations or preferred shares that provide the issuer with the option of paying interest or dividends on such obligations in cash or in the form of additional securities rather than cash. Similar to zero coupon bonds and deferred interest bonds, pay-in-kind securities are designed to give an issuer flexibility in managing cash flow. Pay-in-kind securities that are debt securities can be either senior or subordinated debt and generally trade flat ( i.e ., without accrued interest). The trading price of pay-in-kind debt securities generally reflects the market value of the underlying debt plus an amount representing accrued interest since the last interest payment.
As the buyer of these types of securities, a Fund will recognize a rate of return determined by the gradual appreciation of the security, which is redeemed at face value on a specified maturity date. The discount varies depending on the time remaining until maturity, as well as market interest rates, liquidity of the security, and the issuer’s perceived credit quality. The discount in the absence of financial difficulties of the issuer, typically decreases as the final maturity date approaches. Moreover, unlike securities that periodically pay interest to maturity, zero coupon, deferred interest, capital appreciation, and pay-in-kind securities involve the additional risk that a Fund will realize no cash until a specified future payment date unless a portion of such securities is sold and, if the issuer of such securities defaults, a Fund may obtain no return at all on its investment.
Because these securities bear no interest and compound semiannually at the rate fixed at the time of issuance, their value generally is more volatile than the value of other fixed income securities. Since the bondholders do not receive interest payments, when interest rates rise, these securities fall more dramatically in value than bonds paying interest on a current basis. When interest rates fall, these securities rise more rapidly in value because the bonds reflect a fixed rate of return.
Investments in these securities may cause a Fund to recognize income and make distributions to shareholders before it receives any cash payments on the investment. To generate cash to satisfy those distribution requirements, a Fund may have to sell portfolio securities that it otherwise might have continued to hold or to use cash flows from other sources such as the sale of Fund shares.
Temporary Defensive Investments. As described in the prospectus, each Fund is authorized to temporarily invest a substantial amount, or even all, of its assets in various short-term fixed income securities to take a defensive position. Temporary defensive securities include:
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· | Short-Term Taxable Securities. Each Fund may invest in bonds, the interest on which is subject to federal income tax and each Fund may be exempt from its state’s (if applicable) and, in the case of New York Fund, New York City, personal income tax. |
· | Obligations of the U.S. Government and its agencies and instrumentalities. U.S. Government obligations are debt securities issued or guaranteed as to principal or interest by the U.S. Treasury. These securities include Treasury bills, notes and bonds. |
· | Commercial paper. Commercial paper consists of unsecured promissory notes issued by corporations to finance short-term credit needs. Commercial paper is issued in bearer form with maturities generally not exceeding nine months. Commercial paper obligations may include variable amount master demand notes. |
· | Bank certificates of deposit and time deposits. Certificates of deposit are certificates issued against funds deposited in a bank or a savings and loan. They are issued for a definite period of time and earn a specified rate of return. |
· | Registered money market funds. Amendments to money market fund regulations effective October 14, 2016 could affect a money market fund’s operations and possibly negatively affect its return. In addition, certain money market funds may impose a fee upon the sale of shares or may temporarily suspend the ability of investors to redeem shares if such fund’s liquidity falls below required minimums. |
Policies and Procedures Governing Disclosure of Portfolio Holdings. Lord Abbett regularly makes information about the Funds’ portfolio holdings available to the general public at www.lordabbett.com . For equity and fixed income Funds, Lord Abbett generally makes a list of each Fund’s top ten holdings publicly available monthly with a 15-day delay (lag) and aggregate holdings information publicly available monthly with a 30-day delay (lag). Lord Abbett generally makes holdings information for each fund-of-funds publicly available without any delay and for the money market fund publicly available one day after the reporting date or period. In addition, consistent with its fiduciary duty and applicable legal requirements, Lord Abbett may release nonpublic portfolio holdings information to selected third parties to assist with a variety of investment, distribution, and operational processes. For example, Lord Abbett may disclose information about the Funds’ portfolio holdings to a pricing vendor for use in valuing a security. More specifically, Lord Abbett may provide portfolio holdings information to the following categories of third parties before making it available to the public, with a frequency and lag deemed appropriate under the circumstances:
· | Service providers that render accounting, custody, legal, pricing, proxy voting, trading, and other services to the Funds; |
· | Financial intermediaries that sell Fund shares; |
· | Portfolio evaluators such as Lipper Analytical Services, Inc. and Morningstar, Inc.; |
· | Data aggregators such as Bloomberg; |
· | Other advisory clients of Lord Abbett that may be managed in a style substantially similar to that of the Funds, including institutional clients and their consultants, managed account program sponsors, and unaffiliated mutual funds; and |
· | Other third parties that may receive portfolio holdings information from Lord Abbett on a case-by-case basis with the authorization of the Funds’ officers. |
The Board has adopted policies and procedures that are designed to manage conflicts of interest that may arise from Lord Abbett’s selective disclosure of portfolio holdings information and prevent potential misuses of such information. Lord Abbett’s Chief Compliance Officer administers these policies and procedures and reports to the Board at least annually about the operation of the policies and procedures as part of the Board’s oversight of the Funds’ compliance program. Under the policies and procedures, Lord Abbett may selectively disclose portfolio holdings information only when it has a legitimate business purpose for doing so and the recipient is obligated to keep the information confidential and not trade based on it (typically by a confidentiality agreement). Pursuant to these policies and procedures, Lord Abbett provides certain portfolio holdings information to SG Constellation, LLC (“SGC”), which provides financing for the distribution of the Lord Abbett Funds’ Class B shares. Lord Abbett and SGC have entered into a confidentiality agreement that, among other things, forbids SGC and its officers, employees, and agents from taking any inappropriate action based on
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the portfolio holdings information provided by Lord Abbett. The fees payable to SGC are based in part on the value of the Funds’ portfolio securities. To reduce the exposure of such fees to market volatility, SGC aggregates the portfolio holdings information provided by all of the mutual funds that participate in its Class B share financing program (including the Lord Abbett Funds) and may engage in certain hedging transactions based on this information. However, SGC will not engage in transactions based solely on the Funds’ portfolio holdings.
Neither the Fund nor Lord Abbett or any of their respective affiliates receives any compensation for disclosing information about the Funds’ portfolio holdings. For this purpose, compensation does not include ordinary investment management or service provider fees.
The portfolio holdings of Lord Abbett’s similarly managed advisory clients may closely mirror the Funds’ portfolio holdings. These clients are not subject to the same portfolio holdings disclosure policies and procedures as the Funds and therefore may disclose information about their own portfolio holdings information more frequently than the Funds disclose information about their portfolio holdings. To mitigate the risk that a recipient of such information could trade ahead of or against the Funds, Lord Abbett seeks assurances that clients will protect the confidentiality of portfolio holdings information by not disclosing it until Lord Abbett makes the Funds’ portfolio holdings publicly available. Lord Abbett also may monitor its clients’ trading activity, particularly in cases in which clients recently received sensitive portfolio holdings information.
The Funds’ policies and procedures governing these arrangements may be modified at any time with the approval of the Board.
Fund Portfolio Information Recipients. Attached as Appendix A is a list of the third parties that are eligible to receive portfolio holdings information pursuant to ongoing arrangements under the circumstances described above.
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Management of the Funds
The Board is responsible for the management of the business and affairs of the Company in accordance with the laws of the State of Maryland. The Board elects officers who are responsible for the day-to-day operations of each Fund and who execute policies authorized by the Board. As generally discussed in the Funds’ semiannual report to shareholders, the Board also approves an investment adviser to each Fund and continues to monitor the cost and quality of the services the investment adviser provides, and annually considers whether to renew the contract with the adviser. Generally, each Director holds office until his/her successor is elected and qualified or until his/her earlier resignation or removal, as provided in the Company’s organizational documents.
Lord Abbett, a Delaware limited liability company, is each Fund’s investment adviser. Designated Lord Abbett personnel are responsible for the day-to-day management of each Fund.
Board Leadership Structure
The Board currently has ten Directors, eight of whom are persons who are not “interested persons” of the Funds, sometimes referred to as independent directors/trustees or “Independent Directors” James L.L. Tullis, an Independent Director, serves as the Chairman of the Board. The Board has determined that its leadership structure is appropriate in light of the composition of the Board and its committees and Mr. Tullis’ long tenure with the Board. The Board believes that its leadership structure enhances the effectiveness of the Board’s oversight role.
The Board generally meets seven times a year, and may hold additional special meetings to address specific matters that arise between regularly scheduled meetings. The Independent Directors also meet regularly without the presence of management and are advised by independent legal counsel.
As discussed more fully below, the Board has delegated certain aspects of its oversight function to committees comprised solely of Independent Directors. The committee structure facilitates the Board’s timely and efficient consideration of matters pertinent to the Funds’ business and affairs and their associated risks.
For simplicity, the following sections use the term “directors/trustees” to refer to Directors of the Company and the directors/trustees of all other Lord Abbett Funds.
Interested Directors
Ms. Foster and Mr. Sieg are affiliated with Lord Abbett and are “interested persons” of the Company as defined in the Act. Ms. Foster and Mr. Sieg are directors/trustees of each of the 12 investment companies in the Lord Abbett Family of Funds, which consist of 60 portfolios or series. Ms. Foster is an officer of the Lord Abbett Family of Funds.
Name, Address and
Year of Birth |
Current Position and Length
of Service with the Company |
Principal Occupation and Other Directorships
During the Past Five Years |
Daria L. Foster
Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1954) |
Director and President since 2006; Chief Executive Officer since 2012 |
Principal Occupation: Managing Partner of Lord Abbett, joined Lord Abbett in 1990.
Other Directorships: None. |
Douglas B. Sieg
Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 (1969) |
Director since 2016 |
Principal Occupation: Partner (since 2001) and Head of Client Services (since 2013), formerly Director of Marketing and Relationship Management, joined Lord Abbett in 1994.
Other Directorships: None. |
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Independent Directors
The following Independent Directors also are directors/trustees of each of the 12 investment companies in the Lord Abbett Family of Funds, which consist of 60 portfolios or series.
Name, Address and
Year of Birth |
Current Position and Length
of Service with the Company |
Principal Occupation and Other Directorships
During the Past Five Years |
Robert B. Calhoun, Jr.
Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1942) |
Director since 1998 |
Principal Occupation: Senior Advisor of Monitor Clipper Partners, a private equity investment fund (since 1997); President of Clipper Asset Management Corp. (1991–2009).
Other Directorships: None.
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Eric C. Fast
Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1949) |
Director since 2014 |
Principal Occupation: Chief Executive Officer of Crane Co., an industrial products company (2001–2014).
Other Directorships: Currently serves as director of Automatic Data Processing, Inc. (since 2007) and Regions Financial Corporation (since 2010). Previously served as a director of Crane Co. (1999–2014).
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Evelyn E. Guernsey
Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1955) |
Director since 2011 |
Principal Occupation: CEO, Americas of J.P. Morgan Asset Management (2004–2010).
Other Directorships: None.
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Julie A. Hill
Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1946) |
Director since 2004 |
Principal Occupation: Owner and CEO of The Hill Company, a business consulting firm (since 1998).
Other Directorships: Currently serves as director of Anthem, Inc., a health benefits company (since 1994).
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Franklin W. Hobbs
Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947) |
Director since 2000 |
Principal Occupation: Advisor of One Equity Partners, a private equity firm (since 2004).
Other Directorships: Currently serves as director and Chairman of the Board of Ally Financial Inc., a financial services firm (since 2009), and as director of Molson Coors Brewing Company (since 2002).
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James M. McTaggart
Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947) |
Director since 2012 |
Principal Occupation: Independent management advisor and consultant (since 2012); Vice President, CRA International, Inc. (doing business as Charles River Associates), a global management consulting firm (2009–2012); Founder and Chairman of Marakon Associates, Inc., a strategy consulting firm (1978–2009); and Officer and Director of Trinsum Group, a holding company (2007–2009).
Other Directorships: Currently serves as director of Blyth, Inc., a home products company (since 2004).
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Name,
Address and
Year of Birth |
Current
Position and Length
of Service with the Company |
Principal
Occupation and Other Directorships
During the Past Five Years |
Mark
A. Schmid
Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1959) |
Director since 2016 |
Principal Occupation: Vice President and Chief Investment Officer of the University of Chicago (since 2009).
Other Directorships: None.
|
James
L.L. Tullis
Lord, Abbett & Co. LLC c/o Legal Dept. 90 Hudson Street Jersey City, NJ 07302 (1947) |
Director since 2006; Chairman since 2017 |
Principal Occupation: CEO of Tullis-Dickerson and Co. Inc., a venture capital management firm (since 1990); CEO of Tullis Health Investors Inc. (since 2012).
Other Directorships: Currently serves as director of Crane Co. (since 1998). |
Officers
None of the officers listed below have received compensation from the Company. All of the officers of the Company also may be officers of the other Lord Abbett Funds and maintain offices at 90 Hudson Street, Jersey City, NJ 07302. Unless otherwise indicated, the position(s) and title(s) listed under the “Principal Occupation During the Past Five Years” column indicate each officer’s position(s) and title(s) with Lord Abbett. Each officer serves for an indefinite term ( i.e. , until his or her death, resignation, retirement, or removal).
Name and
Year of Birth |
Current Position
with the Company |
Length of Service
of Current Position |
Principal Occupation
During the Past Five Years |
Daria L. Foster
(1954) |
President and Chief Executive Officer | Elected as President in 2006 and Chief Executive Officer in 2012 | Managing Partner of Lord Abbett, joined Lord Abbett in 1990. |
Robert A. Lee
(1969) |
Executive Vice President | Elected in 2016 | Partner and Chief Investment Officer, and was formerly Deputy Chief Investment Officer and Director of Taxable Fixed Income, joined Lord Abbett in 1997. |
Daniel S. Solender
(1965) |
Executive Vice President | Elected in 2006 | Partner and Director, joined Lord Abbett in 2006. |
John W. Ashbrook
(1964) |
Vice President and Assistant Secretary | Elected in 2014 | Assistant General Counsel, joined Lord Abbett in 2008. |
Joan A. Binstock
(1954) |
Chief Financial Officer and Vice President | Elected in 1999 | Partner and Chief Financial Officer, and was formerly Chief Operations Officer, joined Lord Abbett in 1999. |
Brooke A. Fapohunda
(1975) |
Vice President and Assistant Secretary | Elected in 2014 | Deputy General Counsel, joined Lord Abbett in 2006. |
John K. Forst
(1960) |
Vice President and Assistant Secretary | Elected in 2005 | Partner and Deputy General Counsel, joined Lord Abbett in 2004. |
Philip B. Herman
(1977) |
Vice President | Elected in 2010 | Portfolio Manager, joined Lord Abbett in 2007. |
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|
Name and
Year of Birth |
Current Position
with the Company |
Length of Service
of Current Position |
Principal Occupation
During the Past Five Years |
Lawrence H. Kaplan
(1957) |
Vice President and Secretary | Elected in 1997 | Partner and General Counsel, joined Lord Abbett in 1997. |
Linda Y. Kim
(1980) |
Vice President and Assistant Secretary | Elected in 2016 | Counsel, joined Lord Abbett in 2015 and was formerly an Associate at Stroock & Stroock & Lavan LLP (2007–2015). |
Joseph M. McGill
(1962) |
Chief Compliance Officer | Elected in 2014 | Partner and Chief Compliance Officer, joined Lord Abbett in 2014 and was formerly Managing Director and the Chief Compliance Officer at UBS Global Asset Management (2003 – 2013). |
A. Edward Oberhaus, III
(1959) |
Vice President | Elected in 1996 | Partner and Director, joined Lord Abbett in 1983. |
Lawrence B. Stoller
(1963) |
Vice President and Assistant Secretary | Elected in 2007 | Partner and Senior Deputy General Counsel, joined Lord Abbett in 2007. |
Daniel T. Vande Velde
(1967) |
Vice President | Elected in 2008 | Partner and Portfolio Manager, joined Lord Abbett in 2007. |
Scott S. Wallner
(1955) |
AML Compliance Officer | Elected in 2011 | Assistant General Counsel, joined Lord Abbett in 2004. |
Bernard J. Grzelak
(1971) |
Treasurer | Elected in 2003 | Partner and Chief Operations Officer, and was formerly Director of Fund Administration, joined Lord Abbett in 2003. |
Qualifications of Directors/Trustees
The individual qualifications for each of the directors/trustees and related biographical information are noted below. These qualifications led to the conclusion that each should serve as a director/trustee for the Funds, in light of the Funds’ business and structure. In addition to individual qualifications, the following characteristics are among those qualifications applicable to each of the existing directors/trustees and are among the qualifications that the Nominating and Governance Committee will consider for any future nominees:
· | Irreproachable reputation for integrity, honesty, and the highest ethical standards; |
· | Outstanding skills in disciplines deemed by the Nominating and Governance Committee to be particularly relevant to the role of Independent Director, including business acumen, experience relevant to the financial services industry generally and the investment industry particularly, and ability to exercise sound judgment in matters relating to the current and long-term objectives of the Funds; |
· | Understanding and appreciation of the important role occupied by an Independent Director in the regulatory structure governing registered investment companies; |
· | Willingness and ability to contribute positively to the decision making process for the Funds, including appropriate interpersonal skills to work effectively with other Independent Directors; |
· | Desire and availability to serve as an Independent Director for a substantial period of time; |
· | Absence of conflicts that would interfere with qualifying as an Independent Director; and |
· | Diversity of background. |
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Interested Directors/Trustees:
· | Daria L. Foster. Board tenure with the Lord Abbett Family of Funds (since 2006), financial services industry experience, chief executive officer experience, corporate governance experience, and civic/community involvement. |
· | Douglas B. Sieg . Board tenure with the Lord Abbett Family of Funds (since 2016), financial services industry experience, leadership experience, corporate governance experience, and civic/community involvement. |
Independent Directors/Trustees:
· | Robert B. Calhoun, Jr. Board tenure with the Lord Abbett Family of Funds (since 1998), financial services industry experience, leadership experience, corporate governance experience, financial expertise, service in academia, and civic/community involvement. |
· | Eric C. Fast. Board tenure with the Lord Abbett Family of Funds (since 2014), financial services industry experience, chief executive officer experience, corporate governance experience, and civic/community involvement. |
· | Evelyn E. Guernsey. Board tenure with the Lord Abbett Family of Funds (since 2011), financial services industry experience, chief executive officer experience, marketing experience, corporate governance experience, and civic/community involvement. |
· | Julie A. Hill. Board tenure with the Lord Abbett Family of Funds (since 2004), business management and marketing experience, chief executive officer experience, entrepreneurial background, corporate governance experience, service in academia, and civic/community involvement. |
· | Franklin W. Hobbs. Board tenure with the Lord Abbett Family of Funds (since 2000), financial services industry experience, chief executive officer experience, corporate governance experience, financial expertise, service in academia, and civic/community involvement. |
· | James M. McTaggart. Board tenure with the Lord Abbett Family of Funds (since 2012), financial services industry experience, chief executive officer experience, entrepreneurial background, corporate governance experience, financial expertise, marketing experience, and civic/community involvement. |
· | Mark A. Schmid. Board tenure with the Lord Abbett Family of Funds (since 2016), financial services industry experience, leadership experience, corporate governance experience, service in academia, financial expertise, and civic/community involvement. |
· | James L.L. Tullis. Board tenure with the Lord Abbett Family of Funds (since 2006), financial services industry experience, chief executive officer experience, corporate governance experience, financial expertise, and civic/community involvement. |
Committees
The standing committees of the Board are the Audit Committee, the Proxy Committee, the Nominating and Governance Committee, and the Contract Committee. The table below provides information about each such committee’s composition, functions, and responsibilities.
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|
Committee | Committee Members |
Number of
Meetings Held During the 2016 Fiscal Year |
Description |
Audit Committee |
Robert B. Calhoun, Jr.
Evelyn E. Guernsey James M. McTaggart Mark A. Schmid* |
4 | The Audit Committee is comprised solely of directors/trustees who are not “interested persons” of the Funds. The Audit Committee provides assistance to the Board in fulfilling its responsibilities relating to accounting matters, the reporting practices of the Funds, and the quality and integrity of the Funds’ financial reports. Among other things, the Audit Committee is responsible for reviewing and evaluating the performance and independence of the Funds’ independent registered public accounting firm and considering violations of the Funds’ Code of Ethics to determine what action should be taken. The Audit Committee meets at least quarterly. |
Proxy Committee |
Eric C. Fast
Julie A. Hill Franklin W. Hobbs James L.L. Tullis |
2 | The Proxy Committee is comprised of at least two directors/trustees who are not “interested persons” of the Funds, and also may include one or more directors/trustees who are partners or employees of Lord Abbett. Currently, the Proxy Committee comprises solely Independent Directors. The Proxy Committee (i) monitors the actions of Lord Abbett in voting securities owned by the Funds; (ii) evaluates the policies of Lord Abbett in voting securities; and (iii) meets with Lord Abbett to review the policies in voting securities, the sources of information used in determining how to vote on particular matters, and the procedures used to determine the votes in any situation where there may be a conflict of interest. |
Nominating and Governance Committee |
Robert B. Calhoun, Jr.
Eric C. Fast Evelyn E. Guernsey Julie A. Hill Franklin W. Hobbs James M. McTaggart Mark A. Schmid* James L.L. Tullis |
3 | The Nominating and Governance Committee is comprised of all directors/trustees who are not “interested persons” of the Funds. Among other things, the Nominating and Governance Committee is responsible for (i) evaluating and nominating individuals to serve as Independent Directors and as committee members; and (ii) periodically reviewing director/trustee compensation. The Nominating and Governance Committee has adopted policies for its consideration of any individual recommended by the Funds’ shareholders to serve as an Independent Director. A shareholder may submit a nomination to the Board by following the procedures detailed under “Shareholder Communications” below. |
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Board Oversight of Risk Management
Managing the investment portfolios and the operations of the Funds, like all mutual funds, involves certain risks. Lord Abbett (and other Fund service providers, subject to oversight by Lord Abbett) is responsible for day-to-day risk management for the Funds. The Board oversees the Funds’ risk management as part of its general management oversight function. The Board, either directly or through committees, regularly receives and reviews reports from Lord Abbett about the elements of risk that affect or may affect the Funds, including investment risk, operational risk, compliance risk, and legal risk, among other elements of risk related to the operations of the Funds and Lord Abbett, and the steps Lord Abbett takes to mitigate those risks. The Board has appointed a Chief Compliance Officer, who oversees the implementation and testing of the Funds’ compliance program and reports to the Board at least quarterly regarding compliance matters for the Funds, Lord Abbett, and the Funds’ service providers. The Board also has appointed a Chief Legal Officer, who is responsible for overseeing internal reporting requirements imposed under rules adopted by the SEC pursuant to the Sarbanes-Oxley Act of 2002, which are designed to ensure that credible indications of material violations of federal securities laws or breaches of fiduciary duty are investigated and are adequately and appropriately resolved.
In addition to the Board’s direct oversight, the Audit Committee and the Contract Committee play important roles in overseeing risk management on behalf of the Funds. The Audit Committee oversees the risk management efforts for financial reporting, pricing and valuation, and liquidity risk and meets regularly with the Funds’ Chief Financial Officer and independent auditors, as well as with members of management, to discuss financial reporting and audit issues, including risks related to financial controls. The Contract Committee regularly meets with the Funds’ portfolio managers and Lord Abbett’s Chief Investment Officer to discuss investment performance achieved by the Funds and the investment risks assumed by the Funds to achieve that performance.
While Lord Abbett (and the Funds’ service providers) has implemented a number of measures intended to mitigate risk effectively to the extent practicable, it is not possible to eliminate all of the risks that are inherent in the operations of the Funds. Some risks are beyond the control of Lord Abbett and not all risks that may affect the Funds can be identified before the risk arises or before Lord Abbett develops processes and controls to eliminate the occurrence or mitigate the effects of such risks.
Shareholder Communications
Shareholders who want to communicate with the Board or any individual Board member(s) should write the Funds directed to the attention of the Secretary of the Funds, at 90 Hudson Street, Jersey City, New Jersey 07302-3973. Communications to the Board must be signed by the shareholder and must specify: (1) the shareholder’s name and address, (2) the Fund(s) in which the shareholder owns shares, (3) the number of Fund shares owned by the shareholder, and (4) for shares held in “street name,” the name of the financial intermediary that holds Fund shares in its name for the shareholder’s benefit. The Secretary will forward such communications to the Board or the applicable Board member(s)
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at the next regularly scheduled meeting, if practicable, or promptly after receipt if the Secretary determines that the communications require more immediate attention.
Compensation Disclosure
The following table summarizes the compensation paid to each of the independent directors/trustees.
The second column of the following table sets forth the compensation accrued by the Company for independent directors/trustees. The third column sets forth the total compensation paid by all Lord Abbett Funds to the independent directors/trustees, and amounts payable but deferred at the option of each director/trustee. No interested director/trustee of the Lord Abbett Funds and no officer of the funds received any compensation from the funds for acting as a director/trustee or officer. The Lord Abbett Funds currently do not offer a bonus, pension, profit-sharing, or retirement plan.
The following chart provides certain information about the dollar range of equity securities beneficially owned by each director/trustee in the Company and the other Lord Abbett Funds as of December 31, 2016. The amounts shown include deferred compensation (including interest) to the directors/trustees deemed invested in fund shares. The amounts ultimately received by the directors/trustees under the deferred compensation plan will be directly linked to the investment performance of the Lord Abbett Funds.
Dollar Range of Equity Securities in the Funds | |||||
Name
of
Directors/Trustees |
Short Duration
Tax Free Fund |
Intermediate Fund |
AMT Free Municipal
Bond Fund |
||
Interested Directors/Trustees: | |||||
Daria L. Foster | Over $100,000 | Over $100,000 | Over $100,000 | ||
Douglas B. Sieg (1) | None | None | None | ||
Independent Directors/Trustees: | |||||
Robert B. Calhoun, Jr. | $1-$10,000 | $1-$10,000 | $1-$10,000 | ||
Eric C. Fast | $1-$10,000 | $1-$10,000 | $1-$10,000 | ||
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Name of
Directors/Trustees |
Dollar Range of Equity Securities in the Funds | ||
Short Duration
Tax Free Fund |
Intermediate Fund |
AMT Free Municipal
Bond Fund |
|
Evelyn E. Guernsey | $1-$10,000 | $1-$10,000 | $1-$10,000 |
Julie A. Hill | $1-$10,000 | $1-$10,000 | $1-$10,000 |
Franklin W. Hobbs | $10,001-$50,000 | $50,001-$100,000 | $1-$10,000 |
James M. McTaggart | $1-$10,000 | $1-$10,000 | $1-$10,000 |
Mark A. Schmid (2) | $1-$10,000 | $1-$10,000 | $1-$10,000 |
James L.L. Tullis | $1-$10,000 | $1-$10,000 | $1-$10,000 |
Name of
Directors/Trustees |
Dollar Range of Equity Securities in the Funds | ||
National Fund |
High Yield Municipal
Bond Fund |
Short Duration High Yield
Municipal Bond Fund |
|
Interested Directors/Trustees: | |||
Daria L. Foster | Over $100,000 | Over $100,00 | Over $100,00 |
Douglas B. Sieg (1) | None | None | $50,001-$100,000 |
Independent Directors/Trustees: | |||
Robert B. Calhoun, Jr. | $10,001-$50,000 | $1-$10,000 | $1-$10,000 |
Eric C. Fast | $1-$10,000 | $1-$10,000 | Over $100,000 |
Evelyn E. Guernsey | $1-$10,000 | $1-$10,000 | $1-$10,000 |
Julie A. Hill | $10,001-$50,000 | $10,001-$50,000 | $1-$10,000 |
Franklin W. Hobbs | Over $100,000 | $50,001-$100,000 | $1-$10,000 |
James M. McTaggart | $1-$10,000 | $50,001-$100,000 | $1-$10,000 |
Mark A. Schmid (2) | $1-$10,000 | $1-$10,000 | $1-$10,000 |
James L.L. Tullis | $10,001-$50,000 | $1-$10,000 | $1-$10,000 |
Code of Ethics
The directors, trustees, and officers of the Lord Abbett 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 Company’s, Lord Abbett’s, and Lord Abbett Distributor’s Code of Ethics, which complies, in substance, with Rule 17j-1 under the Act and each of the recommendations of the Investment Company Institute’s Advisory Group on Personal Investing (the
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“Advisory Group”). Among other things, the Code of Ethics requires, with limited exceptions, 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 (1) investing in a security seven days before or after any Lord Abbett Fund or Lord Abbett-managed account considers a trade or trades in such security, (2) transacting in a security that the person covers as an analyst or with respect to which the person has participated in a non-public investor meeting with company management within the six months preceding the requested transaction, (3) profiting on trades of the same security within 60 days, (4) trading on material and non-public information, and (5) engaging in market timing activities with respect to the Lord Abbett Funds. The Code of Ethics imposes certain similar requirements and restrictions on the independent directors/trustees of each Lord Abbett Fund to the extent contemplated by the Act and recommendations of the Advisory Group.
Proxy Voting
The Funds have delegated proxy voting responsibilities to the Funds’ investment adviser, Lord Abbett, subject to the Proxy Committee’s general oversight. Lord Abbett has adopted its own proxy voting policies and procedures for this purpose. A copy of Lord Abbett’s proxy voting policies and procedures is attached as Appendix D.
In addition, the Funds are required to file Form N-PX, with their complete proxy voting records for the twelve months ended June 30 th , no later than August 31 st of each year. The Funds’ Form N-PX filing is available on the SEC’s website at www.sec.gov. The Funds also have made this information available, without charge, on Lord Abbett’s website at www.lordabbett.com.
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4.
Control Persons and Principal Holders of Securities
Shareholders beneficially owning 25% or more of outstanding shares may be in control and may be able to affect the outcome of certain matters presented for a vote of shareholders. As of December 31, 2016, to the best of our knowledge, the following persons or entities owned of record or were known by the Funds to own beneficially 25% or more of a Fund’s outstanding shares:
Short Duration Tax Free Fund | |
MLPF&S for the Sole Benefit of its Customers 4800 Deer Lake Drive East, Floor 3 Jacksonville, FL 32246-6484 |
43.29% |
Intermediate Fund | |
MLPF&S for the Sole Benefit of its Customers 4800 Deer Lake Drive East, Floor 3 Jacksonville, FL 32246-6484 |
30.06% |
National Fund | |
Edward D. Jones & Co. for the Benefit of Customers 12555 Manchester Road Saint Louis, MO 63131-3729 |
33.89% |
As of December 31, 2016, to the best of our knowledge, the only persons or entities that owned of record or were known by the Funds to own beneficially 5% or more of the specified class of a Fund’s outstanding shares were as follows:
4- 1 |
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4- 2 |
|
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|
4- 4 |
|
National Financial Services FEBO Customers 200 Liberty Street, #1 WFC New York, NY 10281-1003 |
Class B: Class F: Class I: |
6.11% 16.79% 7.31% |
|
Pershing LLC 1 Pershing Plaza Jersey City, NJ 07399-0002 |
Class B: Class C: Class F: |
5.14% 5.41% 5.47% |
|
Raymond James Omnibus for Mutual Funds House Account 880 Carillon Parkway St. Petersburg, FL 33716-1100 |
Class C:
|
5.20%
|
|
UBS Financial Services Inc. FBO UBS WM USA 499 Washington Boulevard, Floor 9 Jersey City, NJ 07310-2055 |
Class C: Class F: |
7.04% 14.65% |
|
Wells Fargo
Special Custody Acct. for the Exclusive
2801 Market Street Saint Louis, MO 63103-2523 |
Class A: Class B: Class C: Class F: |
7.31% 26.90% 14.94% 9.19% |
|
High Yield Municipal Bond Fund | |||
Charles Schwab & Co., Inc. Special Custody Account for Benefit of Customers 211 Main Street San Francisco, CA 94105-1905 |
Class I: | 25.39% | |
Edward D. Jones & Co. for the Benefit of Customers 12555 Manchester Road Saint Louis, MO 63131-3729 |
Class A: Class C: |
33.30% 9.40% |
|
LPL Financial 9785 Towne Centre Drive San Diego, CA 92121-1968 |
Class F: | 5.20% | |
Lord, Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302-3900 |
Class P: | 99.65% | |
MLPF&S for the Sole Benefit of its Customers 4800 Deer Lake Drive East, Floor 3 Jacksonville, FL 32246-6484 |
Class A: Class C: Class F: |
8.10% 20.96% 26.43% |
|
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|
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|
4- 8 |
|
4- 9 |
|
Wells Fargo Special Custody Acct. for the Exclusive Benefit of Customer 2801 Market Street Saint Louis, MO 63103-2523 |
Class A: Class C: Class F: |
10.20% 8.36% 10.33% |
As of December 31, 2016, the Funds’ officers and directors, as a group, owned less than 1% of each class of the Funds’ outstanding shares, except for the share classes stated below.
As of December 31, 2016, the Funds’ officers and directors, as a group, owned approximately: 1.11% of AMT Free Municipal Bond Fund’s Class A shares; 2.14% of Short Duration High Yield Municipal Bond Fund’s Class A shares; and 1.27% of New York Fund’s Class A shares.
Class T shares are newly created. Lord Abbett’s seed capital may represent ownership of up to 100% of certain share classes during their initial phase of operation and, in limited circumstances, during subsequent periods. It is anticipated that over time this percentage will decrease.
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Investment Advisory and Other Services
Investment Adviser
As described under “Management and Organization of the Funds” in the prospectus, Lord Abbett is the Company’s investment adviser. Lord Abbett is a privately held investment manager. The address of Lord Abbett is 90 Hudson Street, Jersey City, NJ 07302-3973.
Under the Management Agreement between Lord Abbett and the Company, on behalf of each Fund, Lord Abbett is entitled to an annual management fee based on each Fund’s average daily net assets. The management fee is allocated to each class of shares based upon the relative proportion of each Fund’s net assets represented by that class. The management fee is accrued daily and payable monthly.
The management fee for Short Duration Tax Free Fund and Short Duration High Yield Municipal Bond Fund is calculated at the following annual rates:
0.40% on the first $2 billion of average daily net assets;
0.375% on the next $1 billion of average daily net assets; and
0.35% on the Fund’s average daily net assets over $3 billion.
The management fee for Intermediate Fund is calculated at the following annual rates:
0.40% on the first $2 billion of average daily net assets;
0.375% on the next $3 billion of average daily net assets;
0.35% on the next $5 billion of average daily net assets; and
0.32% on the Fund’s average daily net assets over $10 billion.
The management fee for AMT Free Municipal Bond Fund is calculated at the following annual rates:
0.50% on the first $500 million of average daily net assets;
0.45% on the next $1 billion of average daily net assets; and
0.40% on the Fund’s average daily net assets over $1.5 billion.
The management fee for National Fund, California Fund, New Jersey Fund, and New York Fund is calculated at the following annual rates:
0.45% on the first $1 billion of average daily net assets;
0.40% on the next $1 billion of average daily net assets; and
0.35% on each Fund’s average daily net assets over $2 billion.
The management fee for High Yield Municipal Bond Fund is calculated at the following annual rates:
0.50% on the first $1 billion of average daily net assets;
0.45% on the next $1 billion of average daily net assets; and
0.40% on each Fund’s average daily net assets over $2 billion.
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Each Fund’s net expense ratio, after taking into account the management fee waiver and deduction for Interest and Related Expenses, if applicable * , is as follows:
The management fees paid to Lord Abbett by the Funds (taking into account management fee waivers, if any) for the last three fiscal years ended September 30 th were as follows:
Fund | Year Ended September 30, 2016 | ||||||
Gross
Management Fees |
Management Fees Waived |
Net Management Fees |
|||||
Short Duration Tax Free Fund (1) | $8,136,758 | ($1,201,424) | $6,935,334 | ||||
Intermediate Fund | $16,908,916 | $ – | $16,908,916 | ||||
AMT Free Municipal Bond Fund (2) | $1,037,129 | ($569,598) | $467,531 | ||||
National Fund | $8,241,380 | $ – | $8,241,380 | ||||
High Yield Municipal Bond Fund | $9,829,915 | $ – | $9,829,915 | ||||
Short Duration High Yield Municipal Bond Fund | $245,990 | ($233,196) | $12,794 | ||||
California Fund | $1,340,886 | $ – | $1,340,886 | ||||
New Jersey Fund | $451,477 | ($22,564) | $428,913 | ||||
New York Fund | $1,813,507 | $ – | $1,813,507 |
Fund | Year Ended September 30, 2015 | ||||||
Gross
Management Fees |
Management
Fees Waived |
Net Management Fees | |||||
Short Duration Tax Free Fund (1) | $8,826,666 | ($1,155,937) | $7,670,729 | ||||
Intermediate Fund | $13,924,751 | $ – | $13,924,751 | ||||
AMT Free Municipal Bond Fund (2) | $757,484 | ($440,769) | $316,715 | ||||
National Fund | $7,663,917 | $ – | $7,663,917 | ||||
High Yield Municipal Bond Fund | $9,571,299 | ($580,330) | $8,990,969 | ||||
Short Duration High Yield Municipal Bond Fund (3) | $21,494 | ($21,494) | $ – | ||||
California Fund | $1,143,054 | $ – | $1,143,054 | ||||
New Jersey Fund | $446,405 | $ – | $446,405 | ||||
New York Fund | $1,550,853 | $ – | $1,550,853 |
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Fund | Year Ended September 30, 2014 | ||||||
Gross
Management Fees |
Management Fees Waived |
Net Management Fees |
|||||
Short Duration Tax Free Fund (1) | $9,491,178 | ($1,333,464) | $8,157,714 | ||||
Intermediate Fund | $12,204,928 | ($274,020) | $11,930,908 | ||||
AMT Free Municipal Bond Fund (2) | $653,469 | ($384,811) | $268,658 | ||||
National Fund | $7,285,780 | $ – | $7,285,780 | ||||
High Yield Municipal Bond Fund | $8,569,893 | $ – | $8,569,893 | ||||
Short Duration High Yield Municipal Bond Fund (3) | N/A | N/A | N/A | ||||
California Fund | $976,835 | $ – | $976,835 | ||||
New Jersey Fund | $448,686 | $ – | $448,686 | ||||
New York Fund | $1,387,728 | $ – | $1,387,728 |
(1) | Prior to February 1, 2015, the management fee was calculated at the following annual rates: |
0.40% on the first $2 billion of average daily net assets;
0.375% on the next $3 billion of average daily net assets; and
0.35% on average daily net assets over $5 billion.
(2) | Prior to February 1, 2015, the management fee was calculated at the following annual rates: |
0.50% on the first $1 billion of average daily net assets;
0.45% on the next $1 billion of average daily net assets; and
0.40% on average daily net assets over $2 billion.
(3) | For the fiscal year ended September 30, 2015, Lord Abbett contractually waived the entire management fee payable by Short Duration High Yield Municipal Bond Fund. The management fees payable to Lord Abbett for the fiscal year ended September 30, 2014 are not provided because Short Duration High Yield Municipal Bond Fund commenced operations on June 1, 2015. |
With respect to Short Duration Tax Free Fund for the period February 1, 2017 through January 31, 2019, Lord Abbett has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses for each class, excluding 12b-1 fees, acquired fund’s fees and expenses, and interest related expenses, to an annual rate of 0.45% for each class. This agreement may be terminated only by the Board.
With respect to AMT Free Municipal Bond Fund for the period February 1, 2017 through January 31, 2019, Lord Abbett has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses for each class, excluding 12b-1 fees, acquired fund’s fees and expenses, and interest related expenses, to an annual rate of 0.40% for each class. This agreement may be terminated only by the Board.
With respect to High Yield Municipal Bond Fund for the period February 1, 2017 through January 31, 2019, Lord Abbett has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses for each class, excluding 12b-1 fees, acquired fund’s fees and expenses, and interest related expenses, to an annual rate of 0.62% for each class. This agreement may be terminated only by the Board.
With respect to Short Duration High Yield Municipal Bond Fund for the period February 1, 2017 through January 31, 2019, Lord Abbett has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses for each class, excluding 12b-1 fees, acquired fund’s fees and expenses, and interest related expenses, to an annual rate of 0.35% for each class. This agreement may be terminated only by the Board.
With respect to California Fund for the period February 1, 2017 through January 31, 2019, Lord Abbett has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses for each class, excluding 12b-1 fees, acquired fund’s fees and expenses, and interest related expenses, to an annual rate of 0.61% for each class. This agreement may be terminated only by the Board.
With respect to New Jersey Fund for the period February 1, 2017 through January 31, 2019, Lord Abbett has contractually agreed to waive its fees and reimburse expenses to the extent necessary to limit total net annual operating expenses for each class, excluding 12b-1 fees, acquired fund’s fees and expenses, and interest related expenses, to an annual rate of 0.62% for each class. This agreement may be terminated only by the Board.
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Each Fund pays all expenses attributable to its operations not expressly assumed by Lord Abbett, including, without limitation, 12b-1 expenses, independent directors’/trustees’ fees and expenses, association membership dues, legal and auditing fees, taxes, transfer and dividend disbursing agent fees, shareholder servicing costs, expenses relating to shareholder meetings, expenses of registering its shares under federal and state securities laws, expenses of preparing, printing and mailing prospectuses and shareholder reports to existing shareholders, insurance premiums, and other expenses connected with executing portfolio transactions.
Administrative Services
Pursuant to an Administrative Services Agreement with the Funds, Lord Abbett provides certain administrative services not involving the provision of investment advice to each Fund. Such services include Fund accounting, financial reporting, tax, shareholder servicing, technology, legal, compliance, and Blue Sky services. Under the Administrative Services Agreement, each Fund pays Lord Abbett a monthly fee, based on its average daily net assets for each month, at an annual rate of 0.04%. The administrative services fee is allocated to each class of shares of a Fund based upon the relative proportion of each Fund’s net assets represented by that class.
The administrative services fees paid to Lord Abbett by each Fund for the last three fiscal years ended September 30 th were as follows:
Portfolio Managers
As stated in the prospectus, each Fund is managed by an experienced portfolio manager or experienced portfolio managers responsible for investment decisions together with a team of investment professionals who provide issuer, industry, sector and macroeconomic research and analysis.
Daniel S. Solender heads the investment team of the Funds. Mr. Solender is primarily responsible for the day-to-day management of AMT Free Municipal Bond Fund, National Fund, High Yield Municipal Bond Fund, Short Duration High Yield Municipal Bond Fund, and California Fund. Mr. Solender and Daniel T. Vande Velde are jointly and primarily responsible for the day-to-day management of Short Duration Tax Free Fund and Intermediate Fund. Mr. Solender and Philip B. Herman are jointly and primarily responsible for the day-to-day management of New Jersey Fund and New York Fund.
The following table indicates for each Fund as of September 30, 2016 (or another date, if indicated): (1) the number of other accounts managed by each portfolio manager who is identified in the prospectus within certain categories of investment vehicles; and (2) the total net assets in such accounts managed within each category. For each of the categories a footnote to the table also provides the number of accounts and the total net assets in the accounts with respect to which the management fee is based on the performance of the account, if applicable. Included in the Registered Investment Companies category are those U.S. registered funds managed or sub-advised by Lord Abbett, including funds underlying variable annuity contracts and variable life insurance policies offered through insurance companies. The Other Pooled Investment Vehicles category includes collective investment funds, offshore funds and similar non-registered investment vehicles. Lord Abbett does not manage any hedge funds. The Other Accounts category
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encompasses retirement and benefit plans (including both defined contribution and defined benefit plans) sponsored by various corporations and other entities, individually managed institutional accounts of various corporations, other entities and individuals, and separately managed accounts in so-called wrap fee programs sponsored by financial intermediaries unaffiliated with Lord Abbett. (The data shown below are approximate.)
Conflicts of Interest
Conflicts of interest may arise in connection with the portfolio managers’ management of the investments of the Funds and the investments of the other accounts included in the table above. Such conflicts may arise with respect to the allocation of investment opportunities among the Funds and other accounts with similar investment objectives and policies. A portfolio manager potentially could use information concerning a Fund’s transactions to the advantage of other accounts and to the detriment of that Fund. To address these potential conflicts of interest, Lord Abbett has adopted and implemented a number of policies and procedures. Lord Abbett has adopted Policies and Procedures Relating to Client Brokerage and Soft Dollars, as well as Evaluation of Proprietary Research Policy and Procedures. The objective of these policies and procedures is to ensure the fair and equitable treatment of transactions and allocation of investment opportunities on behalf of all accounts managed by Lord Abbett. In addition, Lord Abbett’s Code of Ethics sets forth general principles for the conduct of employee personal securities transactions in a manner that avoids any actual or potential conflicts of interest with the interests of Lord Abbett’s clients including the Funds. Moreover, Lord Abbett’s Insider Trading and Receipt of Material Non-Public Information Policy and Procedure sets forth procedures for personnel to follow when they have inside information. Lord Abbett is not affiliated with a full service broker-dealer and therefore does not execute any portfolio transactions through such an entity, a structure that could give rise to additional conflicts. Lord Abbett does not conduct any investment bank functions and does not manage any hedge funds. Lord Abbett does not believe that any material conflicts of interest exist in connection with the portfolio managers’ management of the investments of the Funds and the investments of the other accounts referenced in the table above.
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Compensation of Portfolio Managers
When used in this section, the term “fund” refers to the Funds, as well as any other registered investment companies, pooled investment vehicles and accounts managed by a portfolio manager. Each portfolio manager receives compensation from Lord Abbett consisting of salary, bonus and profit-sharing plan contributions. The level of base compensation takes into account the portfolio manager’s experience, reputation and competitive market rates.
Fiscal year-end bonuses, which can be a substantial percentage of overall compensation, are determined after an evaluation of various factors. These factors include the portfolio manager’s investment results and style consistency, the dispersion among funds with similar objectives, the risk taken to achieve the fund returns and similar factors. In considering the portfolio manager’s investment results, Lord Abbett’s senior management may evaluate the Fund’s performance against one or more benchmarks from among the Fund’s primary benchmark and any supplemental benchmarks as disclosed in the prospectus, indices disclosed as performance benchmarks by the portfolio manager’s other accounts, and other indices within one or more of the Fund’s peer groups maintained by rating agencies, as well as the Fund’s peer group. In particular, investment results are evaluated based on an assessment of the portfolio manager’s one-, three-, and five-year investment returns on a pre-tax basis versus both the benchmark and the peer groups. Finally, there is a component of the bonus that reflects leadership and management of the investment team. The evaluation does not follow a formulaic approach, but rather is reached following a review of these factors. No part of the bonus payment is based on the portfolio manager’s assets under management, the revenues generated by those assets, or the profitability of the portfolio manager’s team. Lord Abbett does not manage hedge funds. In addition, Lord Abbett may designate a bonus payment of a manager for participation in the firm’s senior incentive compensation plan, which provides for a deferred payout over a five-year period. The plan’s earnings are based on the overall asset growth of the firm as a whole. Lord Abbett believes this incentive focuses portfolio managers on the impact their fund’s performance has on the overall reputation of the firm as a whole and encourages exchanges of investment ideas among investment professionals managing different mandates.
Lord Abbett provides a 401(k) profit-sharing plan for all eligible employees. Contributions to a portfolio manager’s profit-sharing account are based on a percentage of the portfolio manager’s total base and bonus paid during the fiscal year, subject to a specified maximum amount. The assets of this profit-sharing plan are entirely invested in Lord Abbett Funds .
Holdings of Portfolio Managers
The following table indicates for each Fund the dollar range of shares beneficially owned by each portfolio manager, who is identified in the prospectus, as of September 30, 2016 (or another date, if indicated).
This table includes the value of shares beneficially owned by such portfolio managers through 401(k) plans and certain other plans or accounts, if any.
Dollar Range of Shares in the Funds | ||||||||||||||||
Fund | Name | None |
$1-
$10,000 |
$10,001-
$50,000 |
$50,001- $100,000 |
$100,001-
$500,000 |
$500,001-
$1,000,000 |
Over $1,000,000 | ||||||||
Short Duration Tax Free Fund |
Daniel S. Solender | X | ||||||||||||||
Daniel T. Vande Velde | X | |||||||||||||||
Intermediate Fund | Daniel S. Solender | X | ||||||||||||||
Daniel T. Vande Velde | X | |||||||||||||||
AMT Free Municipal Bond Fund | Daniel S. Solender | X | ||||||||||||||
National Fund | Daniel S. Solender | X | ||||||||||||||
High Yield Municipal Bond Fund | Daniel S. Solender | X | ||||||||||||||
Short Duration High Yield Municipal Bond Fund | Daniel S. Solender | X | ||||||||||||||
California Fund | Daniel S. Solender | X | ||||||||||||||
New Jersey Fund | Daniel S. Solender | X | ||||||||||||||
Philip B. Herman | X | |||||||||||||||
New York Fund | Daniel S. Solender | X | ||||||||||||||
Philip B. Herman | X |
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Principal Underwriter
Lord Abbett Distributor, a New York limited liability company and a subsidiary of Lord Abbett, 90 Hudson Street, Jersey City, NJ 07302-3973, serves as the principal underwriter for each Fund.
Custodian and Accounting Agent
State Street Bank and Trust Company, One Lincoln Street, Boston, MA 02111-2900, is each Fund’s custodian. The custodian pays for and collects proceeds of securities bought and sold by the Funds and attends to the collection of principal and income. In addition, State Street Bank and Trust Company performs certain accounting and recordkeeping functions relating to portfolio transactions and calculates each Fund’s NAV.
Transfer Agent
DST Systems, Inc., 210 West 10 th Street, Kansas City, MO 64105, serves as the Funds’ transfer agent and dividend disbursing agent pursuant to an Agency Agreement.
Independent Registered Public Accounting Firm
Deloitte & Touche LLP, 30 Rockefeller Plaza, New York, NY 10112, is the independent registered public accounting firm of the Funds and must be approved at least annually by the Board to continue in such capacity. Deloitte & Touche LLP performs audit services for the Funds, including the examination of financial statements included in the Funds’ annual report to shareholders.
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Brokerage Allocation and Other Practices
Portfolio Transactions and Brokerage Allocation
Investment and Brokerage Discretion. Each Fund’s Management Agreement authorizes Lord Abbett to place orders for the purchase and sale of portfolio securities. In doing so, Lord Abbett seeks to obtain “best execution” on all portfolio transactions. This means that Lord Abbett seeks to achieve the most favorable results it can reasonably attain under the circumstances for a Fund’s portfolio transactions, considering all costs of the transaction, including brokerage commissions, and taking into account the full range and quality of the broker-dealers’ services. To the extent consistent with obtaining best execution, a Fund may pay a higher commission than some broker-dealers might charge on the same transaction. Lord Abbett is not obligated to obtain the lowest commission rate available for a portfolio transaction exclusive of price, service and qualitative considerations.
Selection of Brokers and Dealers. The policy on best execution governs the selection of broker-dealers and selection of the market and/or trading venue in which to execute the transaction. Normally, traders who are employees of Lord Abbett make the selection of broker-dealers. These traders are responsible for seeking best execution. They also conduct trading for the accounts of other Lord Abbett investment management clients, including investment companies, institutions and individuals. To the extent permitted by law, a Fund may make a purchase from or sale to another Lord Abbett Fund or client without the intervention of any broker-dealer if Lord Abbett deems the transaction to be in the best interests of the Fund and the other participating accounts and at a price that Lord Abbett has determined by reference to independent market indicators.
Fixed Income Securities. To the extent a Fund purchases or sells fixed income securities, the Fund generally will deal directly with the issuer or through a broker-dealer acting as principal on a net basis. When dealing with a broker-dealer, a Fund pays no brokerage commission but the price, which reflects the spread between the bid and ask prices of the security, usually includes undisclosed compensation and may involve the designation of selling concessions. A Fund also may purchase fixed income securities from underwriters at prices that include underwriting fees.
Equity Securities. Transactions in equity securities involve the payment of brokerage commissions. In the U.S., these commissions are negotiated. Traditionally, commission rates have not been negotiated on stock markets outside the U.S. While an increasing number of overseas stock markets have adopted a system of negotiated rates or ranges of rates, however, a small number of markets continue to be subject to a non-negotiable schedule of minimum commission rates. To the extent a Fund invests in equity securities, it ordinarily will purchase such securities in its primary trading markets, whether such securities are traded OTC or listed on a stock exchange, and purchase listed securities in the OTC market if such market is deemed the primary market. A Fund may purchase newly issued securities from underwriters and the price of such transaction usually will include a concession paid to the underwriter. When purchasing from dealers serving as market makers in the OTC market, there may be no stated commission and the purchase price disclosed, fixed commission or discount paid by a Fund would then include an undisclosed commission or markup.
Evaluating the Reasonableness of Brokerage Commissions Paid. Each Fund pays a commission rate that Lord Abbett believes is appropriate under the circumstances. While Lord Abbett seeks to pay competitive commission rates, a Fund will not necessarily be paying the lowest possible commissions on particular trades if Lord Abbett believes that the Fund has obtained best execution and the commission rates paid by the Fund are reasonable in relation to the value of the services received. Such services include, but are not limited to, showing the Fund trading opportunities, a willingness and ability to take principal positions in securities, knowledge of a particular security or market-proven ability to handle a particular type of trade, providing and/or facilitating Lord Abbett’s use of proprietary and third party research, confidential treatment, promptness and reliability. Lord Abbett may view the value of these services in terms of either a particular transaction or Lord Abbett’s overall responsibility to a Fund and the other accounts Lord Abbett manages.
On a continuing basis, Lord Abbett seeks to determine what levels of commission rates are reasonable in the marketplace for transactions executed on behalf of a Fund and its other clients. In evaluating the reasonableness of commission rates, Lord Abbett may consider any or all of the following: (a) rates quoted by broker-dealers; (b) the size of a particular transaction, in terms of the number of shares, dollar amount, and number of clients involved; (c) the complexity of a particular transaction in terms of both execution and settlement; (d) the level and type of business done with a particular
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firm over a period of time; (e) the extent to which the broker-dealer has capital at risk in the transaction; (f) historical commission rates; (g) the value of any research products and services that may be made available to Lord Abbett based on its placement of transactions with the broker-dealer; and (h) rates paid by other institutional investors based on available public information.
Trade Allocation and Rotation. Lord Abbett generally allocates securities purchased or sold in a batched transaction among participating client accounts in proportion to the size of the order placed for each account (i.e., pro-rata). In certain situations, however, a pro-rata allocation of the securities or proceeds may not be possible or desirable. In these cases, Lord Abbett will decide how to allocate the securities or proceeds according to each account’s particular circumstances and needs and in a manner that Lord Abbett believes is fair and equitable to clients over time in light of factors based on a good faith assessment of the investment opportunity relative to the objectives, limitations, and requirements of each eligible client account. Relevant factors may include, without limitation, client-specific considerations, type of account, number of securities relative to size and expected future size of the client account, availability of other appropriate investment opportunities, rebalancing needs, minimum denomination of increments and round lot considerations, tax considerations, and/or purchases for newly established accounts for which Lord Abbett is seeking to fully invest as promptly as possible. In addition, if Lord Abbett is unable to execute fully a batched transaction and determines that it would be impractical to allocate a small number of securities on a pro-rata basis among the participating accounts, Lord Abbett allocates the securities in a manner it determines to be fair to all accounts over time. Thus, in some cases it is possible that the application of the factors described herein may result in allocations in which certain client accounts participating in a batched transaction may receive an allocation when other accounts do not. Non-proportional allocations may occur frequently in the fixed income portfolio management area, in many instances because multiple appropriate or substantially similar investments are not available in fixed income strategies, as well as due to other reasons. But non-proportional allocations also could occur in other investment strategies.
At times, Lord Abbett is not able to batch purchases and sales for all accounts or products it is managing, such as when an individually-managed account client directs it to use a particular broker for a trade (sometimes referred to herein as “directed accounts”) or when a client restricts Lord Abbett from selecting certain brokers to execute trades for such account (sometimes referred to herein as “restricted accounts”). When it does not batch purchases and sales among products, Lord Abbett usually uses a rotation process for placing equity transactions on behalf of the different groups of accounts or products with respect to which equity transactions are communicated to the trading desk at or about the same time.
When transactions for all products using a particular investment strategy are communicated to the trading desk at or about the same time, Lord Abbett generally will place trades first for transactions on behalf of the Lord Abbett Funds and non-directed, unrestricted individually managed institutional accounts; second for restricted accounts; third for managed accounts by sponsor or consultant/financial advisor (“MA”); and finally for directed accounts. Communication of changes to portfolio holdings information for certain model portfolio MA programs is handled separately near the end of the trading day and generally after the completion of transactions for MA. Lord Abbett may determine in its sole discretion to place transactions for one group of accounts (e.g., directed accounts, restricted accounts or MA) before or after the remaining accounts based on a variety of factors, including size of overall trade, the broker-dealer’s commitment of capital, liquidity or other conditions of the market, or confidentiality. Most often, however, transactions are communicated to the trading desk first for the Lord Abbett Funds and institutional accounts and then for other relevant accounts. In those instances, Lord Abbett normally will place transactions first, for the Lord Abbett Funds and non-directed, unrestricted institutional accounts, next for restricted accounts, third for MA, and then for directed accounts.
Policies on Broker-Dealer Brokerage and Research Services and Soft Dollars. Lord Abbett may select broker-dealers that furnish Lord Abbett with proprietary and third party brokerage and research services in connection with commissions paid on transactions it places for client accounts to the extent that Lord Abbett believes that the commissions paid are reasonable in relation to the value of the services received. “Commissions,” as defined through applicable guidance issued by the SEC, include fees paid to brokers for trades conducted on an agency basis, and certain mark-ups, markdowns, commission equivalents and other fees received by dealers in riskless principal transactions. The brokerage and research services Lord Abbett receives are within the eligibility requirements of Section 28(e) of the Securities Exchange Act of 1934, as amended (“Section 28(e)”), and, in particular, provide Lord Abbett with lawful and appropriate assistance in the provision of investment advice to client accounts. Brokerage and research services (collectively referred to herein as “Research Services”) include (1) furnishing advice as to the value of securities, the
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advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (2) furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy, and the performance of accounts; and (3) effecting securities transactions and performing functions incidental to securities transactions (such as clearance, settlement, and custody). Such services may come in the form of research reports via electronic delivery or print, online data services, oral discussions with researchers and other experts, and meetings with company representatives.
Research Services. Lord Abbett has entered into Client Commission Arrangements with a number of broker-dealers that are involved from time to time in executing, clearing or settling securities transactions on behalf of clients (“Executing Brokers”). Such Client Commission Arrangements provide for the Executing Brokers to pay a portion of the commissions paid by eligible client accounts for securities transactions to providers of Research Services (“Research Providers”). Such Research Providers shall produce and/or provide Research Services for the benefit of Lord Abbett. If a Research Provider plays no role in executing client securities transactions, any Research Services prepared by such Research Provider constitute third party research. Research Services that are proprietary to the Executing Broker or are otherwise produced by the Executing Broker or its affiliates are referred to herein as proprietary Research Services. Lord Abbett initiates a significant percentage, including perhaps all, of a client’s equity transactions with Executing Brokers pursuant to Client Commission Arrangements. Lord Abbett also will receive complimentary and customary Research Services from various broker-dealers, including broker-dealers through which Fund portfolio transactions are executed in accordance with Lord Abbett’s best execution obligations.
Executing Brokers may provide Research Services to Lord Abbett in written form or through direct contact with individuals, including telephone contacts and meetings with securities analysts and/or management representatives from portfolio companies, and may include information as to particular companies and securities as well as market, economic, or other information that assists in the evaluation of investments. Examples of Research Services that Executing Brokers may provide to Lord Abbett include research reports and other information on the economy, industries, groups of securities, individual companies, statistical information, political developments, technical market action, pricing and appraisal services, credit analysis, risk measurement analysis, performance and other analysis. Broker-dealers typically make proprietary research available to investment managers on the basis of their placement of transactions with the broker-dealer. Some broker-dealers will not sell their proprietary research to investment managers on a “hard-dollar” (or “unbundled”) basis. Executing Brokers may provide Lord Abbett with proprietary Research Services, at least some of which are useful to Lord Abbett in its overall responsibilities with respect to client accounts Lord Abbett manages. In addition, Lord Abbett may purchase third party research with its own resources.
Lord Abbett believes that access to independent investment research is beneficial to its investment decision-making processes and, therefore, to its clients. Receipt of independent investment research allows Lord Abbett to supplement its own internal research and analysis and makes available the views of, and information from, individuals and the research staffs of other firms. The receipt of Research Services from broker-dealers therefore does not tend to reduce the need for Lord Abbett to maintain its own research personnel. Further, Lord Abbett values the receipt of independent, supplemental viewpoints and analyses. Any investment advisory or other fees paid by clients to Lord Abbett are not reduced as a result of Lord Abbett’s receipt of Research Services from broker-dealers. Also, the expenses of Lord Abbett would be increased substantially if it attempted to generate such additional information through its own staff or if it paid for these products or services itself. To the extent that Research Services of value are provided by or through such broker-dealers, Lord Abbett will not have to pay for such services itself. In addition, Lord Abbett will at times select broker-dealers that provide Research Services in order to ensure the continued receipt of such Research Services which Lord Abbett believes are useful in its investment decision-making process. Lord Abbett has an incentive to execute trades through certain of such broker-dealers with which it has negotiated more favorable Client Commission Arrangements, rather than executing through a broker-dealer with an arrangement that is less favorable to Lord Abbett. To the extent that Lord Abbett uses brokerage commissions paid in connection with client portfolio transactions to obtain Research Services, the brokerage commissions paid by such clients will exceed those that would otherwise be paid for execution only. These circumstances give rise to actual and potential conflicts of interest. In order to manage such conflicts of interest, Lord Abbett has adopted internal procedures designed to ensure that (1) the value, type, and quality of any products or services it receives from broker-dealers are permissible under applicable law and (2) investment transactions are placed based solely on best execution considerations.
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Lord Abbett does not attempt to allocate to any particular client account the relative costs or benefits of Research Services received from a broker-dealer. Rather, Lord Abbett believes that any Research Services received from a broker-dealer are, in the aggregate, of assistance to Lord Abbett in fulfilling its overall responsibilities to its clients. Accordingly, Research Services received for a particular client’s brokerage commissions may be useful to Lord Abbett in the management of that client’s account, but may also be useful in Lord Abbett’s management of other clients’ accounts, including accounts that do not generate eligible Section 28(e) brokerage commissions or generate less than a proportionate share of such eligible commissions to pay for Research Services; similarly, the research received for the commissions of other client accounts may be useful in Lord Abbett’s management of that client account. Thus, Lord Abbett uses Research Services received from broker-dealers in servicing any or all of its accounts, and not all of such services will necessarily be used by Lord Abbett in connection with its management of every client account. Such products and services may disproportionately benefit certain clients relative to others based on the amount of brokerage commissions paid by the client account. For example, Lord Abbett uses Research Services obtained through soft-dollar arrangements, including Client Commission Arrangements, in its management of certain directed accounts and managed accounts and accounts of clients who may have restricted Lord Abbett’s use of soft dollars regardless of the fact that brokerage commissions paid by such accounts are not used to obtain Research Services.
In some cases, Lord Abbett receives from a broker-dealer a product or service that has both a “research” and a “non-research” use. When this occurs, Lord Abbett makes a good faith allocation between the research and non-research uses of the product or service. The percentage of the product or service Lord Abbett uses for research purposes will generally be paid for with client commissions, while Lord Abbett will use its own funds to pay for the percentage of the product or service that it uses for non-research purposes. In making this good faith allocation, Lord Abbett faces a potential conflict of interest, but Lord Abbett believes that its allocation procedures are reasonably designed to ensure that it appropriately allocates the anticipated use of such products or services to their research and non-research uses.
Lord Abbett periodically assesses the contributions of the Research Services provided by broker-dealers and creates a ranking of broker-dealers reflecting these assessments, as determined by Lord Abbett’s investment staff. Lord Abbett’s investment personnel evaluate the Research Services they receive from broker-dealers and make judgments as to the value and quality of such services. These assessments are intended to affect the extent to which Lord Abbett trades with a broker-dealer, although the actual amount of transactions placed with a particular broker-dealer may not directly reflect its ranking in the voting process. Lord Abbett monitors the allocation of equity trading among broker-dealers through periodic reviews. Lord Abbett’s arrangements for proprietary and third-party Research Services do not involve any commitment by Lord Abbett regarding the allocation of brokerage business to or among any particular broker-dealer. Rather, Lord Abbett executes portfolio transactions only when they are dictated by investment decisions to purchase or sell portfolio securities.
From time to time, Lord Abbett prepares a relative categorization and ranking of research providers that it considers to provide valuable Research Services as determined through evaluations and other feedback provided by Lord Abbett’s investment staff.
Lord Abbett uses the ranking as a guide for evaluating and determining payments to research providers for Research Services, including proprietary Research Services provided to Lord Abbett by executing broker-dealers. Lord Abbett may use commissions generated pursuant to a Client Commission Arrangement to pay a research provider, including an executing broker-dealer who provides proprietary Research Services to Lord Abbett. Alternatively, Lord Abbett may make cash payments from its own resources to pay research providers for Research Services. From time to time, Lord Abbett will use commissions generated pursuant to a Client Commission Arrangement to pay for a significant portion of the Research Services that it receives.
Lord Abbett’s arrangements for Research Services do not involve any commitment by Lord Abbett or a Fund regarding the allocation of brokerage business to or among any particular broker-dealer. Rather, Lord Abbett executes portfolio transactions only when they are dictated by investment decisions to purchase or sell portfolio securities. However, Lord Abbett may establish designated trading targets with one or more alternative trading systems that permit Lord Abbett to specify the broker-dealer for commission credit purposes and from which Research Services can be received, while ensuring best execution for portfolio trades. A Fund is prohibited from compensating a broker-dealer for promoting or selling Fund shares by directing the Fund’s portfolio transactions to the broker-dealer or directing any other remuneration to the broker-dealer, including commissions, mark-ups, mark-downs, or other fees, resulting from a Fund’s portfolio
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transactions executed by a different broker-dealer. A Fund is permitted to effect portfolio transactions through broker-dealers that also sell shares of the Lord Abbett Funds, provided that Lord Abbett does not consider sales of shares of the Lord Abbett Funds as a factor in the selection of broker-dealers to execute portfolio transactions. Thus, whether a particular broker-dealer sells shares of the Lord Abbett Funds is not a factor considered by Lord Abbett when selecting broker-dealers for portfolio transactions and any such sales neither qualifies nor disqualifies the broker-dealer from executing portfolio transactions for a Fund.
Lord Abbett selects broker-dealers that provide Research Services in order to ensure the continued receipt of such Research Services which Lord Abbett believes are useful in its investment decision-making process. Further, Lord Abbett has an incentive to execute trades through certain of such broker-dealers with which it has negotiated more favorable arrangements for Lord Abbett to receive Research Services. To the extent that Lord Abbett uses brokerage commissions paid in connection with client portfolio transactions to obtain Research Services, the brokerage commissions paid by such clients would exceed those that might otherwise be paid for execution only. In order to manage these conflicts of interest, Lord Abbett has adopted internal procedures that are designed to ensure that its primary objective in the selection of a broker-dealer is to seek best execution for the portfolio transaction.
All accounts included in a batched transaction executed through a broker-dealer pursuant to a Client Commission Arrangement pay the same commission rate, regardless of whether one or more accounts within the batched order has prohibited Lord Abbett from receiving any credit toward such services from its commissions. Some broker-dealers who have negotiated an arrangement with Lord Abbett for the provision of Research Services may offer a lower commission rate for client accounts not participating in such an arrangement. It is Lord Abbett’s policy, however, to seek to include nonparticipating accounts in a batched trade, as Lord Abbett believes these nonparticipating accounts would receive overall better execution notwithstanding the fact that the nonparticipating account may be able to pay a lower commission rate if it were not included in the batched trade.
Cross-Subsidization. Client Commission Arrangements generally do not apply to fixed income transactions. The fixed income securities market is an OTC market where commissions are not paid and soft dollars are not produced. Dealers generate revenue through the bid-ask spread of the securities in which they make markets. Lord Abbett receives complimentary and customary investment research from various broker-dealers, including, in addition to broker-dealers that execute equity trades, broker-dealers through which fixed income trades are executed in accordance with Lord Abbett’s best execution obligations. The receipt of such research, however, is not contingent on specific trades. In addition, the investment personnel managing fixed income accounts will benefit from, or be “cross-subsidized” by, Research Services received without additional cost by Lord Abbett through soft dollars, even though some fixed income accounts do not generate eligible Section 28(e) brokerage commissions or generate less than a proportionate share of such eligible commissions to pay for such Research Services.
Some fixed income strategies employed by Lord Abbett also invest in equity securities. Therefore, in addition to making use of soft dollar Research Services obtained by Lord Abbett’s equity investment personnel, the fixed income investment team also will obtain Research Services directly using soft dollars.
Brokerage Commissions Paid to Independent Broker-Dealer Firms. Each Fund paid total brokerage commissions on transactions of securities to independent broker-dealer firms for the last three fiscal years ended September 30 th as follows:
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In addition to the purchase of Research Services through Commission Sharing Arrangements, Lord Abbett purchased third party Research Services with its own resources during the fiscal years ended September 30, 2016, 2015, and 2014. For the fiscal year ended September 30, 2016, no Fund directed portfolio transactions to broker-dealers because of Research Services provided.
Regular Broker Dealers. For each of the following regular brokers or dealers (as defined in Rule 10b-1 under the Act) that derived, or has a parent that derived, more than 15% of its gross revenues from the business of a broker, a dealer, an underwriter, or an investment adviser, each Fund acquired, during the fiscal year ended September 30, 2016, either its securities or the securities of its parent as follows:
Fund | Regular Broker or Dealer |
Value of the Fund’s Aggregate Holdings
of the Regular Broker’s or Dealer’s or Parent’s Securities |
||
Intermediate Fund | J.P. Morgan Securities LLC | $1,584,512.50 | ||
National Fund | J.P. Morgan Securities LLC | $1,584,512.50 | ||
High Yield Municipal Bond Fund | J.P. Morgan Securities LLC | $15,622,445.00 | ||
California Fund | J.P. Morgan Securities LLC | $1,872,810.00 |
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7.
Each Fund offers investors different classes of shares. The different classes of shares represent investments in the same portfolio of securities but are subject to different expenses and will likely have different share prices. Investors should read this section carefully together with the corresponding section in each Fund’s prospectus to determine which class represents the best investment option for their particular situation.
All classes of 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, except as described in the prospectus and this SAI. Additional classes, series, or funds may be added in the future. The Act requires that where more than one class, series, or fund exists, each class, series, or fund must be preferred over all other classes, series, or funds in respect of assets specifically allocated to such class, series, or fund.
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 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, series, or fund in the matter are substantially identical or the matter does not affect any interest of such class, series, or fund. However, Rule 18f-2 exempts the selection of the independent registered public accounting firm, the approval of a contract with a principal underwriter, and the election of directors/trustees from the separate voting requirements.
The Company’s By-Laws provide that each Fund shall not hold an annual meeting of its shareholders in any year unless the election of directors is required to be acted on by shareholders under the Act, or unless called by a majority of the Board or by shareholders holding at least one quarter of the outstanding shares of each Fund and entitled to vote at the meeting. A special meeting may be held if called by the Chairman, the President, a Vice President, the Secretary or any director at the request in writing of a majority of the Board or of the shareholders holding at least one quarter of the outstanding shares of each Fund and entitled to vote at the meeting.
Class A Shares. If you buy Class A shares, you pay an initial sales charge on investments of less than $500,000 or on investments that do not qualify under the categories listed under “NAV Purchases of Class A Shares” discussed below. If you purchase Class A shares as part of an investment of $500,000 or more in shares of one or more Lord Abbett Funds, you will not pay an initial sales charge, but, subject to certain exceptions, if you redeem any of those shares before the first day of the month in which the one-year anniversary of your purchase falls, you may pay a contingent deferred sales charge (“CDSC”) of 1% as a percentage of the offering price or redemption proceeds, whichever is lower. Class A shares of each of the Funds are subject to a Rule 12b-1 fee at an annual rate of 0.20% of the average daily net assets of the Class A shares. Other potential fees and expenses related to Class A shares are described in the prospectus and below.
Class B Shares. If you buy Class B shares, you pay no sales charge at the time of purchase, but if you redeem your shares before the sixth anniversary of buying them, you normally will pay a CDSC to Lord Abbett Distributor. That CDSC varies depending on how long you own shares. Class B shares are subject to service and distribution fees at an annual rate of 1% of the average daily net assets of the Class B shares. Other potential fees and expenses related to Class B shares are described in the prospectus and below.
Conversions of Class B Shares. The conversion of Class B shares after approximately the eighth anniversary of their purchase is subject to the continuing availability of a private letter ruling from the Internal Revenue Service (the “IRS”), 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 a revenue ruling or opinion is no longer available, the automatic conversion feature may be suspended, in which event no further conversions of Class B shares would occur while such suspension remained in effect. Although Class B shares could then be exchanged for Class A shares on the basis of relative net assets of the two classes, without the imposition of a sales charge or fee, such exchange could constitute a taxable event for the holder.
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Class C Shares. If you buy Class C shares, you pay no sales charge at the time of purchase, but if you redeem your shares before the first anniversary of buying them, you normally will pay a CDSC of 1% as a percentage of the offering price or redemption proceeds, whichever is lower, to Lord Abbett Distributor. Class C shares are subject to service and distribution fees at a blended annual rate calculated based on (1) a service fee of 0.25% and a distribution fee of 0.75% of the Fund’s average daily net assets attributable to shares held for less than one year and (2) a service fee of 0.25% and a distribution fee of 0.55% of the Fund’s average daily net assets attributable to shares held for one year or more. All Class C shareholders of the Fund will bear service and distribution fees at the same rate. Other potential fees and expenses related to Class C shares are described in the prospectus and below.
Class F Shares. If you buy Class F shares, you pay no sales charge at the time of purchase, and if you redeem your shares you pay no CDSC. Class F shares are subject to service and distribution fees at an annual rate of 0.10% of the average daily net assets of the Class F shares. Class F shares generally are available to investors participating in fee-based programs that have (or whose trading agents have) an agreement with Lord Abbett Distributor and to certain investors that are clients of certain registered investment advisors that have an agreement with Lord Abbett Distributor, if it so deems appropriate. Other potential fees and expenses related to Class F shares are described in the prospectus and below.
Class I Shares. If you buy Class I shares, you pay no sales charges or 12b-1 service or distribution fees.
Class P Shares. If you buy Class P shares, you pay no sales charge at the time of purchase, and if you redeem your shares you pay no CDSC. Class P shares are subject to service and distribution fees at an annual rate of 0.45% of the average daily net assets of the Class P shares. Class P shares are offered only on a limited basis through certain financial intermediaries . Class P shares are closed to substantially all new investors. However, shareholders that held Class P shares as of October 1, 2007 may continue to hold their Class P shares and may make additional purchases. Class P shares may be redeemed at NAV by existing shareholders, or may be exchanged for shares of another class provided applicable eligibility requirements and sales charges for the other share class are satisfied. Class P shares also are available for orders made by or on behalf of a financial intermediary for clients participating in an IRA rollover program sponsored by the financial intermediary that operates the program in an omnibus recordkeeping environment and has entered into special arrangements with the Fund and/or Lord Abbett Distributor specifically for such orders.
Class T Shares. If you buy Class T shares, you pay a sales charge at the time of purchase, but if you redeem your shares you pay no CDSC. Class T shares are subject to a Rule 12b-1 fee at an annual rate of 0.25% of the average daily net assets of the Class T shares. Class T shares generally are available only through certain financial intermediaries that have entered into special arrangements with the Fund and/or Lord Abbett Distributor. Other potential fees and expenses related to Class T shares are described in the prospectus and below.
Rule 12b–1 Plan. Each Fund has adopted an Amended and Restated Joint Distribution Plan pursuant to Rule 12b-1 under the Act for all of the Funds’ share classes except Class I shares (the “Plan”). The principal features of the Plan are described in the prospectus; however, this SAI contains additional information that may be of interest to investors. The Plan is a compensation plan, allowing each applicable class to pay a fixed fee to Lord Abbett Distributor that may be more or less than the expenses Lord Abbett Distributor actually incurs for using reasonable efforts to secure purchasers of Fund shares. These efforts may include, but neither are required to include nor are limited to, the following: (a) making payments to authorized institutions in connection with sales of shares and/or servicing of accounts of shareholders holding shares; (b) providing continuing information and investment services to shareholder accounts not serviced by authorized institutions receiving a service fee from Lord Abbett Distributor hereunder and otherwise to encourage shareholder accounts to remain invested in the shares; and (c) otherwise rendering service to the Funds, including paying and financing the payment of sales commissions, service fees and other costs of distributing and selling shares. In adopting the Plan and in approving its continuance, the Board has concluded that there is a reasonable likelihood that the Plan will benefit each applicable class and its shareholders. The expected benefits include greater sales and lower redemptions of class shares, which should allow each class to maintain a consistent cash flow, and a higher quality of service to shareholders by authorized institutions than would otherwise be the case. Under the Plan, each applicable class compensates Lord Abbett Distributor for financing activities primarily intended to sell shares of the applicable Fund. These activities include, but are not limited to, the preparation and distribution of advertising material and sales literature and other marketing activities. Lord Abbett Distributor also uses amounts received under the Plan, as described in the prospectus, for payments to dealers and other agents for (i) providing continuous services to shareholders, such as
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answering shareholder inquiries, maintaining records, and assisting shareholders in making redemptions, transfers, additional purchases and exchanges and (ii) their assistance in distributing shares of the Funds.
The Plan provides that the maximum payments that may be authorized by the Board for Class T shares, 0.25%; for Class A shares, 0.50%; for Class P shares, 0.75%; and for Class B, C, and F shares, 1.00%. However, the Board has approved payments of 0.10% for Class F shares; 0.20% for Class A shares; 0.25% for Class T shares; 0.45% for Class P shares; 1.00% for Class B shares; and for Class C shares a blended rate of 1.00% on shares held for less than one year and 0.80% on shares held for one year or more. All Class C shareholders will bear 12b-1 fees at the same blended rate, regardless of how long they hold their particular shares. The Plan does not permit any payments for Class I shares. The Funds may not pay compensation where tracking data is not available for certain accounts or where the authorized institution waives part of the compensation. In such cases, the Funds will not require payment of any otherwise applicable CDSC.
The amounts paid by each applicable class of each Fund to Lord Abbett Distributor pursuant to the Plan for the fiscal year ended September 30, 2016 were as follows:
The Plan requires the Board to review, on a quarterly basis, written reports of all amounts expended pursuant to the Plan for each class, the purposes for which such expenditures were made, and any other information the Board reasonably requests to enable it to make an informed determination of whether the Plan should be continued. The Plan shall continue in effect only if its continuance is specifically approved at least annually by vote of the directors/trustees, including a majority of the directors/trustees who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan cast in person at a meeting called for the purpose of voting on the Plan. The Plan may not be amended to increase materially above the limits set forth therein the amount spent for distribution expenses thereunder for each class without approval by a majority of the outstanding voting securities of the applicable class and the approval of a majority of the directors/trustees, including a majority of the directors/trustees who are not interested persons of the Company and who have no direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan. As long as the Plan is in effect, the selection or nomination of Independent Directors/Trustees is committed to the discretion of the Independent Directors/Trustees.
One Independent Director, Evelyn E. Guernsey, may be deemed to have an indirect financial interest in the operation of the Plan. Ms. Guernsey, an Independent Director/Trustee of the Funds, owns outstanding shares of and was affiliated with J.P. Morgan Chase & Co., which (or subsidiaries of which) may receive 12b-1 fees from the Funds and/or other Lord Abbett Funds.
Ms. Foster is the Managing Member and Mr. Sieg is a Member of Lord Abbett, which is the sole member of Lord Abbett Distributor, and as such are deemed to have a financial interest in the Plan.
Payments made pursuant to the Plan are subject to any applicable limitations imposed by rules of the Financial Industry Regulatory Authority, Inc. The Plan terminates automatically if it is assigned. In addition, the Plan may be terminated with respect to a class at any time by vote of a majority of the Independent Directors/Trustees (excluding any
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Independent Director/Trustee who has a direct or indirect financial interest in the operation of the Plan or in any agreements related to the Plan) or by vote of a majority of the outstanding voting securities of the applicable class.
CDSC. A CDSC applies upon early redemption of shares for certain classes, and (i) will be assessed on the lesser of the NAV of the shares at the time of the redemption or the NAV when the shares originally were purchased and (ii) will not be imposed on the amount of your account value represented by the increase in NAV over the initial purchase price (including increases due to the reinvestment of dividends and capital gains distributions) and upon early redemption of shares. In the case of Class A shares, this increase is represented by shares having an aggregate dollar value in your account. In the case of Class B and C shares, this increase is represented by that percentage of each share redeemed where the NAV exceeded the initial purchase price.
Class A Shares. As stated in the prospectus, subject to certain exceptions, if you buy Class A shares of a Fund under certain purchases at NAV (without a front-end sales charge) or if you acquire Class A shares of a Fund in exchange for Class A shares of another Lord Abbett Fund subject to a CDSC, and you redeem any of the Class A shares before the first day of the month in which the one-year anniversary of your purchase falls, a CDSC of 1% normally will be collected.
Class B Shares (Intermediate Fund, National Fund, and High Yield Municipal Bond Fund only). As stated in the prospectus, subject to certain exceptions, if Class B shares of the Intermediate Fund, National Fund, or High Yield Municipal Bond Fund (or Class B shares of another Lord Abbett Fund or series acquired through exchange of such shares) are redeemed out of the Lord Abbett Funds for cash before the sixth anniversary of their purchase, a CDSC will be deducted from the redemption proceeds. The Class B CDSC is paid to Lord Abbett Distributor to reimburse its expenses, in whole or in part, for providing distribution-related services to each Fund in connection with the sale of Class B shares.
To minimize the effects of the CDSC or to determine whether the CDSC applies to a redemption, each Fund redeems Class B shares in the following order: (1) shares acquired by reinvestment of dividends and capital gains distributions, (2) shares held on or after the sixth anniversary of their purchase, and (3) shares held the longest before such sixth anniversary.
The amount of the CDSC will depend on the number of years since you invested and the dollar amount being redeemed, according to the following schedule:
Anniversary of the Day on
Which the Purchase Order was Accepted |
CDSC on Redemptions
(As a % of Amount Subject to Charge) |
Before the 1st | 5.0% |
On the 1st, before the 2nd | 4.0% |
On the 2nd, before the 3rd | 3.0% |
On the 3rd, before the 4th | 3.0% |
On the 4th, before the 5th | 2.0% |
On the 5th, before the 6th | 1.0% |
On or after the 6th anniversary | None |
In the table, an “anniversary” is the same calendar day in each respective year after the date of purchase. All purchases are considered to have been made on the business day on which the purchase order was accepted. Class B shares automatically will convert to Class A shares on the 25th day of the month (or, if the 25th is not a business day, the next business day thereafter) following the eighth anniversary of the day on which the purchase order was accepted.
Class C Shares (All Funds except New Jersey Fund). As stated in the prospectus, subject to certain exceptions, if Class C shares are redeemed before the first anniversary of their purchase, the redeeming shareholder normally will be required to pay to Lord Abbett Distributor a CDSC of 1% of the offering price at the time of purchase or redemption proceeds, whichever is lower. If such shares are exchanged into the same class of another Lord Abbett Fund and subsequently redeemed before the first anniversary of their original purchase, the charge also will be collected by Lord Abbett Distributor.
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Eligible Mandatory Distributions. If Class A, B, or C shares represent a part of an individual’s total IRA investment, the CDSC for the applicable share class will be waived only for that part of a mandatory distribution that bears the same relation to the entire mandatory distribution as the investment in that class bears to the total investment.
General. There is no CDSC charged on Class F, I, P, or T shares; however, financial intermediaries may charge additional fees or commissions other than those disclosed in the prospectus and SAI, such as a transaction based fee or other fee for its service, and may categorize and disclose these arrangements differently than the discussion here or in the prospectus. You may ask your financial intermediary about any payments it receives from Lord Abbett or the Funds, as well as about fees and/or commissions it charges.
A CDSC will not be imposed at the time of certain transfers. See “Sales Charge Reductions and Waivers—Sales Charge Waivers on Transfers between Accounts” in the prospectus for further information.
With respect to Class A shares, a CDSC will not be assessed at the time of certain transactions including required minimum distributions from an IRA. With respect to Class B shares, no CDSC is payable for redemptions (i) in connection with Systematic Withdrawal Plan and Div-Move services as described below under those headings, (ii) in connection with a mandatory distribution under 403(b) plans and IRAs and (iii) in connection with the death of the shareholder. In the case of Class A shares, the CDSC is received by Lord Abbett Distributor and is intended to reimburse all or a portion of the amount paid by Lord Abbett Distributor if the shares are redeemed before the Funds have had an opportunity to realize the anticipated benefits of having a long-term shareholder account in the Funds. In the case of Class B and C shares, the CDSC is received by Lord Abbett Distributor and is intended to reimburse its expenses of providing distribution-related services to the Funds (including recoupment of the commission payments made) in connection with the sale of Class B and C shares before Lord Abbett Distributor has had an opportunity to realize its anticipated reimbursement by having such a long-term shareholder account subject to the Class B or C shares distribution fee.
The percentage used to calculate CDSCs described above for Class A, B, and C shares (1% in the case of Class A and C shares and 5% through 1% in the case of Class B shares) is sometimes hereinafter referred to as the “Applicable Percentage.”
In no event will the amount of the CDSC exceed the Applicable Percentage of the lesser of (i) the NAV of the shares redeemed or (ii) the original cost of such shares (or of the exchanged shares for which such shares were acquired). No CDSC will be imposed when the investor redeems (i) shares representing an aggregate dollar amount of his or her account, in the case of Class A shares, (ii) that percentage of each share redeemed, in the case of Class B and C shares, derived from increases in the value of the shares above the total cost of shares being redeemed due to increases in NAV, (iii) shares with respect to which no Lord Abbett Fund paid a 12b-1 fee and, in the case of Class B shares, Lord Abbett Distributor paid no sales charge or service fee (including shares acquired through reinvestment of dividend income and capital gains distributions), or (iv) shares that, together with exchanged shares, have been held continuously (a) until the first day of the month in which the one-year anniversary of the original purchase falls (in the case of Class A shares), (b) for six years or more (in the case of Class B shares), and (c) for one year or more (in the case of Class C shares). In determining whether a CDSC is payable, (i) shares not subject to the CDSC will be redeemed before shares subject to the CDSC and (ii) of the shares subject to a CDSC, those held the longest will be the first to be redeemed.
Which Class of Shares Should You Choose? Once you decide that a Fund is an appropriate investment for you, the decision as to which class of shares is better suited to your needs depends on a number of factors that you should discuss with your financial advisor. A Fund’s class-specific expenses and the effect of the different types of sales charges on your investment will affect your investment results over time. The most important factors are how much you plan to invest and how long you plan to hold your investment. If your goals and objectives change over time and you plan to purchase additional shares, you should re-evaluate those factors to see if you should consider another class of shares.
In the following discussion, to help provide you and your financial advisor with a framework in which to choose a class, we have made some assumptions using a hypothetical investment in a Fund. We used the sales charge rates that generally apply to Class A, B, and C, and considered the effect of the higher distribution fees on Class B and C expenses (which will affect your investment return). Of course, the actual performance of your investment cannot be predicted and will vary based on that Fund’s actual investment returns, the operating expenses borne by each class of shares, and the class of shares you purchase. The factors briefly discussed below are not intended to be investment advice, guidelines or
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recommendations, because each investor’s financial considerations are different. The discussion below of the factors to consider in purchasing a particular class of shares assumes that you will purchase only one class of shares and not a combination of shares of different classes. If you are considering an investment through a fee-based program, you should discuss with your financial intermediary which class of shares is available to you and makes the most sense as an appropriate investment.
How Long Do You Expect to Hold Your Investment? While future financial needs cannot be predicted with certainty, knowing how long you expect to hold your investment will assist you in selecting the appropriate class of shares. For example, over time, the reduced sales charges available for larger purchases of Class A shares may offset the effect of paying an initial sales charge on your investment, compared to the effect over time of higher class-specific expenses on Class C shares for which no initial sales charge is paid. Because of the effect of class-based expenses, your choice also should depend on how much you plan to invest.
Investing for the Short Term. Class C shares might be the appropriate choice (especially for investments of less than $100,000), because there is no initial sales charge on Class C shares, and the CDSC does not apply to shares you redeem after holding them for at least one year.
However, if you plan to invest more than $100,000 for the short term, then the more you invest and the more your investment horizon increases toward six years, the more attractive the Class A share option may become. This is because the annual 12b-1 fee on Class C shares will have a greater impact on your account over the longer term than the reduced front-end sales charge available for larger purchases of Class A shares.
Investing for the Longer Term. If you plan to invest more than $100,000 over the long term, as between Class A and C shares, Class A shares will likely be more advantageous than Class C shares, as discussed above, because of the effect of the expected lower expenses for Class A shares and the reduced initial sales charges available for larger investments in Class A shares under each Fund’s Rights of Accumulation.
Of course, these examples are based on approximations of the effect of current sales charges and expenses on a hypothetical investment over time, and should not be relied on as rigid guidelines.
Are There Differences in Account Features That Matter to You? Some account features may be available in whole or in part to Class A, B, C, and T shareholders, but not to Class F, I, or P shareholders. Other features (such as Systematic Withdrawal Plans) might not be advisable for Class B shareholders (because of the effect of the CDSC on the entire amount of a withdrawal if it exceeds 12% annually) and in any account for Class C shareholders during the first year of share ownership (due to the CDSC on redemptions during that year). See “Systematic Withdrawal Plan” under “Account Services and Policies” in the prospectus for more information about the 12% annual waiver of the CDSC for Class B and C shares. You should carefully review how you plan to use your investment account before deciding which class of shares you buy. For example, the dividends payable to Class B and C shareholders will be reduced by the expenses borne solely by each of these classes, such as the higher distribution fee to which Class B and C shares are subject.
How Do Payments Affect My Broker? A salesperson, such as a broker, or any other person who is entitled to receive compensation for selling Fund shares may receive different compensation for selling one class than for selling another class. As discussed in more detail below, such compensation is primarily paid at the time of sale in the case of Class A and B shares and is paid over time, so long as shares remain outstanding, in the case of Class C shares. It is important that investors understand that the primary purpose of the CDSC for Class B shares and the distribution fee for Class B and C shares is the same as the purpose of the front-end sales charge on sales of Class A shares: to compensate brokers and other persons selling such shares. The CDSC, if payable, supplements the Class B distribution fee and reduces the Class C distribution fee expenses for a Fund and Class C shareholders. See “Financial Intermediary Compensation” in the prospectus.
What About Shares Offered Through Fee-Based Programs? The Funds may be offered as an investment option in fee-based programs. Financial intermediaries may provide some of the shareholder servicing and account maintenance services with respect to these accounts and their participants, including transfers of registration, dividend payee changes, and generation of confirmation statements, and may arrange for third parties to provide other investment or administrative
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services. Fee-based program participants generally pay an overall fee that, among other things, covers the cost of these services. These fees and expenses are in addition to those paid by the Funds, and could reduce your ultimate investment return in Fund shares. For questions about such accounts, contact your sponsor or other appropriate organization.
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Purchases, Redemptions, Pricing, and Payments to Dealers
Pricing of Fund Shares. Information concerning how we value Fund shares is contained in the prospectus under “Account Services and Policies – Pricing of Fund Shares.”
Under normal circumstances, we calculate the NAV per share for each class of the Funds as of the close of the New York Stock Exchange (“NYSE”) on each day that the NYSE is open for trading by dividing the total net assets of the class by the number of shares of the class outstanding at the time of calculation. The NYSE is closed on Saturdays and Sundays and on days when it observes the following holidays -- New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. The NYSE may change its holiday schedule or hours of operation at any time.
Portfolio securities are valued at market value as of the close of the NYSE. Market value will be determined as follows: securities listed or admitted to trading privileges on any national or foreign securities exchange, or on the NASDAQ National Market System are valued at the market closing price on the exchange or system on which they are principally traded on the valuation date. If there is no trading on the principal exchange or system on the valuation date, the closing price on the secondary exchange or system on which the security is most actively traded is used. Unlisted equity securities are valued at the last transaction price, or if there were no transactions that day, at the mean between the last bid and asked prices. Unlisted fixed income securities (other than those with remaining maturities of 60 days or less) are valued at prices supplied by independent pricing services, which prices are broker/dealer-supplied valuations or evaluated or “matrix” prices based on electronic data processing techniques. Such valuations are based on the mean between the bid and asked prices, when available, and are based on the bid price when no asked price is available. Unlisted fixed income securities having remaining maturities of 60 days or less are valued at their amortized cost. The principal markets for non-U.S. securities and U.S. fixed income securities also generally close prior to the close of the NYSE. Consequently, values of non-U.S. investments and U.S. fixed income securities will be determined as of the earlier closing of such exchanges and markets unless the Fund prices such a security at its fair value. Securities for which market quotations are not readily available are valued at fair market value under procedures approved by the Board, as described in the prospectus.
NAV Purchases of Class A Shares. Our Class A shares may be purchased at NAV under the following circumstances:
(a) | purchases of $500,000 or more; | |
(b) | purchases made with dividends and distributions on Class A shares of another Eligible Fund (as defined in the prospectus); | |
(c) | purchases by employees of any consenting securities dealer having a sales agreement with Lord Abbett Distributor; | |
(d) | purchases made by or on behalf of financial intermediaries for clients that pay the financial intermediaries fees in connection with fee-based programs provided that the financial intermediaries or their trading agents have entered into special arrangements with a Fund and/or Lord Abbett Distributor specifically for such purchases; | |
(e) | purchases by investors maintaining a brokerage account with a registered broker-dealer that has entered into an agreement with Lord Abbett Distributor to offer Class A shares through a load-waived network or platform, which may or may not charge transaction fees; | |
(f) | purchases by each Lord Abbett Fund’s directors/trustees, officers of each Lord Abbett Fund, employees and partners of Lord Abbett (including retired persons who formerly held such positions and family members of such purchasers); or | |
(g) | purchases involving the concurrent sale of Class B or C shares of a Fund related to the requirements of a settlement agreement that the broker-dealer entered into with a regulatory body relating to share class suitability. These sales transactions will be subject to the assessment of any applicable CDSCs (although the broker-dealer may pay on behalf of the investor or reimburse the investor for any such CDSC), and any investor purchases subsequent to the original concurrent transactions will be at the applicable public offering price, which may include a sales charge. |
Class A shares also may be purchased at NAV (i) by employees, partners and owners of unaffiliated consultants and advisors to Lord Abbett, Lord Abbett Distributor, or Lord Abbett Funds who consent to such purchase if such persons
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provide service to Lord Abbett, Lord Abbett Distributor, or such funds on a continuing basis and are familiar with such funds, (ii) in connection with a merger, acquisition or other reorganization, (iii) by employees of our shareholder servicing agent, or (iv) by the trustees or custodians under any pension or profit-sharing plan or payroll deduction IRA established for the benefit of the directors/trustees, employees of Lord Abbett, or employees of our shareholder service agents. Shares are offered at NAV to these investors for the purpose of promoting goodwill with employees and others with whom Lord Abbett Distributor and/or the Funds have a business relationship.
In addition, Class A shares may be acquired without a front-end sales charge in certain exchange transactions. Please see “Exchanges” below. Also, a front-end sales charge may not be imposed when acquiring Class A shares of a Fund through certain conversions and transfers. See “Sales Charge Reductions and Waivers—Sales Charge Waivers on Transfers between Accounts” and “Exchanges—Conversions” in the prospectus for further information.
Exchanges. To the extent offers and sales may be made in your state, you may exchange some or all of your shares of any class of a Fund (other than Class T, which has no exchange privilege) for: (i) Lord Abbett Funds currently offered to the public with a sales charge (front-end, back-end or level); or (ii) Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. (“Money Market Fund”). The exchange privilege will not be available with respect to any fund, the shares of which at the time are not available to new investors of the type requesting the exchange. Shareholders in other Lord Abbett Funds generally have the same right to exchange their shares for the corresponding class of a Fund’s shares.
Each Fund is not designed for short-term investors and is not designed to serve as a vehicle for frequent trading in response to short-term swings in the market. Each Fund reserves the right to modify, restrict, or reject any purchase order or exchange request if the Fund or Lord Abbett Distributor determines that it is in the best interest of the Fund and its shareholders. In addition, each Fund may revoke or modify the privilege for all shareholders upon 60 days’ written notice.
You should read the prospectus of the other fund before exchanging. In establishing a new account by exchange, shares of the fund being exchanged must have a value equal to at least the minimum initial investment required for the other fund into which the exchange is made.
An exchange transaction is based on the relative NAV of the shares being exchanged. The NAV, which normally is calculated each business day at the close of regular trading on the NYSE (typically 4:00 p.m. Eastern time each business day), will be determined after a Fund or its authorized agent receives your exchange order in proper form. Exchanges of Fund shares for shares of another fund generally will be treated as a sale of Fund shares and any gain on the transaction may be subject to federal income tax. In the case of an exchange of shares that have been held for 90 days or less where no sales charge is payable on the exchange, the original sales charge incurred with respect to the exchanged shares will be taken into account in determining gain or loss on the exchange only to the extent such charge exceeds the sales charge that would have been payable on the acquired shares had they been acquired for cash rather than by exchange. The portion of the original sales charge not so taken into account will increase the basis of the acquired shares.
No sales charges are imposed on exchanges, except in the case of exchanges out of Ultra Short Bond Fund or Money Market Fund. Exchanges of Ultra Short Bond Fund or Money Market Fund shares for shares of any Lord Abbett Fund (not including shares described under “Div-Move” below) are subject to a sales charge in accordance with the prospectus of that fund unless a sales charge (front-end, back-end or level) was paid on the initial investment in shares of a Lord Abbett Fund and those shares subsequently were exchanged for shares of Ultra Short Bond Fund or Money Market Fund that are currently being exchanged. No CDSC will be charged on an exchange of shares of the same class between Lord Abbett Funds. Upon redemption of shares out of the Lord Abbett Funds, the applicable CDSC will be charged. Thus, if shares of a Lord Abbett Fund are tendered in exchange (“Exchanged Shares”) for shares of the same class of another fund and the Exchanged Shares are subject to a CDSC, the CDSC will carry over to the shares being acquired (including shares of Ultra Short Bond Fund or Money Market Fund) (“Acquired Shares”). Any CDSC that is carried over to Acquired Shares is calculated as if the holder of the Acquired Shares had held those shares from the date on which he or she became the holder of the Exchanged Shares. Acquired Shares held in Ultra Short Bond Fund or Money Market Fund that are subject to a CDSC will be credited with the time such shares are held in Ultra Short Bond Fund or Money Market Fund.
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Shares of one class of a Fund may be converted into ( i.e. , reclassified as) shares of a different class of the Fund in certain circumstances. See “Exchanges—Conversions” in the prospectus for further information.
Rights of Accumulation. As stated in the prospectus, Purchasers (as defined in the prospectus) may aggregate their investments in Class A, B, C, F, and P shares of any Eligible Fund so that the Purchaser’s current investment in such shares, plus the Purchaser’s new purchase of Class A shares of any Eligible Fund, may reach a level eligible for a discounted sales charge for such shares. Class I and T shares are not eligible to be combined with other share classes for purposes of calculating the applicable sales charge on Class A share purchases.
To the extent your financial intermediary is able to do so, the value of Class A, B, C, F, and P shares of Eligible Funds determined for the purpose of reducing the sales charge of a new purchase under the Rights of Accumulation will be calculated at the higher of: (1) the aggregate current maximum offering price of your existing Class A, B, C, F, and P shares of Eligible Funds (“Market Value”) determined as of the time your new purchase order is processed; or (2) the aggregate amount you invested in such shares (including reinvestments of dividend and capital gain distributions but excluding capital appreciation) less any redemptions (“Investment Value”). Depending on the way in which the registration information is recorded for the account in which your shares are held, the value of your holdings in that account may not be eligible for calculation at the Investment Value. For example, shares held in accounts maintained by financial intermediaries in nominee or street name may not be eligible for calculation at Investment Value. In such circumstances, the value of the shares may be calculated at Market Value for purposes of Rights of Accumulation.
You should retain any information and account records necessary to substantiate the historical amounts you and any related Purchasers have invested in Eligible Funds. In certain circumstances, unless you provide documentation (or your financial intermediary maintains records) that substantiates a different Investment Value, your shares will be assigned an initial Investment Value for purposes of Rights of Accumulation. Specifically, Class A, B, C, F, and P shares of Eligible Funds acquired in calendar year 2007 or earlier will be assigned an initial Investment Value equal to the Market Value of those holdings as of the last business day of December 31, 2007. Similarly, Class A, B, C, F, and P shares of Eligible Funds transferred to an account with another financial intermediary will be assigned an initial Investment Value equal to the Market Value of such shares on the transfer date. Thereafter, the Investment Value of such shares will increase or decrease according to your actual investments, reinvestments, and redemptions. You must contact your financial intermediary or the Fund if you have additional information that is relevant to the calculation of the Investment Value of your holdings for purposes of reducing sales charges pursuant to the Rights of Accumulation.
Redemptions. A redemption order is in good order when it contains all of the information and documentation required by the order form or otherwise by Lord Abbett Distributor or a Fund to carry out the order. You should read the Fund’s prospectus for more information regarding the Fund’s procedures for submitting redemption requests.
Redemptions may be suspended or payment postponed during any period in which any of the following conditions exist: the NYSE is closed or trading on the NYSE is restricted; an emergency exists as a result of which disposal by a Fund of securities owned by it is not reasonably practicable or it is not reasonably practicable for the Fund to fairly determine the value of the net assets of its portfolio; or the SEC, by order, so permits. Redemptions, even when followed by repurchases, are taxable transactions for shareholders that are subject to U.S. federal income tax.
Div-Move. Under the Div-Move service described in the prospectus, you can invest the dividends paid on your account of any class into an existing account of the same class in any other Lord Abbett Fund available for purchase. The account must either be 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 Funds 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 (“SWP”). 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 in the case of Class A or C shares and $25,000 in the case of Class B shares. With respect to Class B and C shares, the CDSC will be waived on
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redemptions of up to 12% per year of the current value of your account at the time the SWP is established. For Class B share redemptions over 12% per year, the CDSC will apply to the entire redemption. Therefore, please contact the Funds for assistance in minimizing the CDSC in this situation. With respect to Class C shares, the CDSC will be waived on and after the first anniversary of their purchase. The SWP involves the planned redemption of shares on a periodic basis by receiving either fixed or variable amounts at periodic intervals. Because 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. Normally, you may not make regular investments at the same time you are receiving systematic withdrawal payments because it is not in your interest to pay a sales charge on new investments when, in effect, a portion of that new investment is soon withdrawn. The minimum investment accepted while a withdrawal plan is in effect is $1,000. The SWP may be terminated by you or by us at any time by written notice.
Purchases through Financial Intermediaries. The Funds and/or Lord Abbett Distributor have authorized one or more agents to receive on its behalf purchase and redemption orders. Such agents are authorized to designate other intermediaries to receive purchase and redemption orders on behalf of the Funds or Lord Abbett Distributor. A Fund will be deemed to have received a purchase or redemption order when an authorized agent or, if applicable, an agent’s authorized designee, receives the order. The order will be priced at the Fund’s NAV next computed after it is received by the Fund’s authorized agent, or if applicable, the agent’s authorized designee. A financial intermediary may charge transaction fees on the purchase and/or sale of Fund shares.
Revenue Sharing and Other Payments to Dealers and Financial Intermediaries. As described in the prospectus, Lord Abbett or Lord Abbett Distributor, in its sole discretion, at its own expense and without cost to the Fund or shareholders, also may make payments to dealers and other firms authorized to accept orders for Fund shares (collectively, “Dealers”) in connection with marketing and/or distribution support for Dealers, shareholder servicing, entertainment, training and education activities for the Dealers, their investment professionals and/or their clients or potential clients, and/or the purchase of products or services from such Dealers. Some of these payments may be referred to as revenue sharing payments. As of the date of this SAI, the Dealers to whom Lord Abbett or Lord Abbett Distributor has agreed to make revenue sharing payments (not including payments for entertainment, and training and education activities for the Dealers, their investment professionals and/or their clients or potential clients) with respect to the Funds and/or other Lord Abbett Funds were as follows:
ADP Broker-Dealer Inc.
AIG Advisor Group, Inc. (f/k/a Woodbury Financial Services, Inc.)
Allstate Life Insurance Company
Allstate Life Insurance Company of New York
American United Life Insurance Company
Ameriprise Financial Services, Inc.
Ascensus, Inc.
AXA Advisors, LLC
AXA Equitable Life Insurance Company
B.C. Ziegler and Company
Bodell Overcash Anderson & Co., Inc.
Business Men’s Assurance Company of America/RBC Insurance
Cadaret, Grant & Co., Inc.
Cambridge Investment Research, Inc.
Cetera Advisor Networks LLC
Cetera Advisors LLC
Cetera Financial Specialists LLC
Cetera Investment Services LLC
Charles Schwab & Co., Inc.
Citigroup Global Markets, Inc.
Commonwealth Financial Network
CRI Securities, LLC
CUSO Financial Services, L.P.
Delaware Life Insurance Company
Edward D. Jones & Co., L.P.
Envestnet Asset Management, Inc.
Family Investors Company
Fidelity Brokerage Services, LLC
First Allied Securities, Inc. (Cetera)
First Security Benefit Life Insurance and Annuity Company
First SunAmerica Life Insurance Company
Forethought Life Insurance Company
Genworth Life & Annuity Insurance Company
Genworth Life Insurance Company of New York
Girard Securities, Inc. (Cetera)
GWFS Equities, Inc.
Hartford Life and Annuity Insurance Company
Hartford Life Insurance Company
HighTower Holding LLC
Investacorp, Inc.
Investors Capital Corporation (Cetera)
James I. Black & Co.
Janney Montgomery Scott LLC
John Hancock Life Insurance Company (U.S.A.)
John Hancock Life Insurance Company of New York
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Kestra Investment Services, Inc.
KMS Financial Services, Inc.
Legend Equities Corporation (Cetera)
Leumi Investment Services, Inc.
Lincoln Financial Advisors Corp.
Lincoln Financial Securities Corp.
Lincoln Life & Annuity Company of New York
Lincoln National Life Insurance Company
Linsco/Private Ledger Corp. (LPL Financial Services, Inc.)
Massachusetts Mutual Life Insurance Company
Merrill Lynch, Pierce, Fenner & Smith Incorporated (and/or certain of its affiliates)
MSI Financial Services, Inc.
Morgan Stanley Smith Barney, LLC
National Planning Holdings, Inc.
Nationwide Investment Services Corporation
Nationwide Life Insurance Company / Nationwide Life and Annuity Insurance Company
Oppenheimer & Co. Inc.
Pacific Life & Annuity Company
Pacific Life Insurance Company
PHL Variable Insurance Company
Phoenix Life and Annuity Company
Phoenix Life Insurance Company
PNC Investment LLC
Principal Life Insurance Company
Principal National Life Insurance Company
Protective Life Insurance Company
Raymond James & Associates, Inc.
Raymond James Financial Services, Inc.
RBC Capital Markets Corporation (fka RBC Dain Rauscher)
RBC Capital Markets, LLC
RBC Insurance d/b/a Liberty Life Insurance
Robert W. Baird & Co. Incorporated
Santander Securities Corporation
Securian Financial Services, Inc.
Securities America, Inc.
Securities Service Network, Inc.
Security Benefit Life Insurance Company
Sorrento Pacific Financial, LLC
Summit Brokerage Services, Inc. (Cetera)
SunAmerica Annuity Life Assurance Company
Sun Life Insurance and Annuity Company of New York
TFS Securities, Inc.
The Prudential Insurance Company of America
The Variable Annuity Life Insurance Company
TIAA-CREF Individual & Institutional Services, LLC
Transamerica Advisors Life Insurance Company
Transamerica Advisors Life Insurance Company of New York
Triad Advisors, Inc.
UBS Financial Services Inc.
U.S. Bancorp Investments, Inc.
VSR Financial Services, Inc. (Cetera)
Wells Fargo Advisors
Wells Fargo Investments LLC
For more specific information about any revenue sharing payments made to your Dealer, you should contact your investment professional. See “Financial Intermediary Compensation” in the prospectus for further information.
Evelyn E. Guernsey, an Independent Director/Trustee of the Funds, owns outstanding shares of and was affiliated with J.P. Morgan Chase & Co., which (or subsidiaries of which) may receive recordkeeping payments from the Funds and/or other Lord Abbett Funds.
Redemptions in Kind. Under circumstances in which it is deemed detrimental to the best interests of a Fund’s shareholders to make redemption payments wholly in cash, the Fund may pay any portion of a redemption in excess of the lesser of $250,000 or 1% of the Fund’s net assets by a distribution in kind of readily marketable securities in lieu of cash. If the Fund pays redemption proceeds by distributing securities in kind, you could incur brokerage or other charges and tax liability, and you will bear market risks until the distributed securities are converted into cash.
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Taxation of the Funds
Each Fund has elected, has qualified, and intends to continue to qualify for the special tax treatment afforded regulated investment companies under the Internal Revenue Code of 1986, as amended (the “Code”). Because each Fund is treated as a separate entity for federal income tax purposes, the status of each Fund as a regulated investment company is determined separately by the IRS. If a Fund qualifies for such tax treatment, the Fund will not be liable for U.S. federal income taxes on income and capital gains that the Fund timely distributes to its shareholders. If in any taxable year a Fund fails to so qualify, but is eligible for statutory relief, the Fund may be required to pay penalty taxes (or interest charges in the nature of a penalty) and/or to dispose of certain assets in order to continue to qualify for such tax treatment. If a Fund is not so eligible or if a Fund does not choose to avail itself of such relief, all of the Fund’s taxable income will be taxed to the Fund at regular corporate rates and when such income is distributed, such distributions generally will be further taxed at the shareholder level. Assuming a Fund continues to qualify for the favorable tax treatment afforded to a regulated investment company, it will be subject to a 4% non-deductible excise tax on certain amounts that are not distributed or treated as having been distributed on a timely basis each calendar year. Each Fund intends to distribute to its shareholders each year an amount adequate to avoid the imposition of this excise tax.
Assuming that each Fund qualifies for the special tax treatment afforded to a regulated investment company, if at the close of each quarter of a taxable year of the Fund at least 50% of the value of the Fund’s total assets consists of certain obligations the interest on which is excludible from gross income under Section 103(a) of the Code (“tax-exempt securities”), the Fund will qualify to pay “exempt-interest” dividends to its shareholders. Those dividends constitute the portion of aggregate dividends (excluding capital gains) as reported to you by each Fund, equal to the excess of the Fund’s excludible interest over certain amounts disallowed as deductions. Exempt-interest dividends paid by each Fund are generally exempt from regular federal income tax; however, the amount of such dividends must be reported on the recipient’s federal income tax return.
While each Fund endeavors to purchase only bona fide tax-exempt securities, there are risks that: (1) a security issued as tax-exempt may be reclassified by the IRS, or a state tax authority, as taxable and/or (ii) future legislative, administrative, or court actions could adversely impact the qualification of income from a tax-exempt security as tax-free. Such reclassifications or actions could cause interest from a security to become taxable, possible retroactively, subjecting you to increased tax liability. In addition, such reclassifications or actions could cause the value of a security, and therefore the value of a Fund, to decline.
Each Fund (other than High Yield Municipal Bond Fund, Short Duration High Yield Municipal Bond Fund, and AMT Free Municipal Bond Fund) may invest up to 20% of its net assets in certain “private activity bonds” that generate interest that constitute items of tax preference that are subject to the U.S. federal alternative minimum tax for individuals or entities that are subject to such tax. High Yield Municipal Bond Fund and Short Duration High Yield Municipal Bond Fund may invest up to 100% of its net assets in these private activity bonds. AMT Free Municipal Bond Fund anticipates that substantially all of its income will be exempt from the federal AMT and does not expect to invest in such private activity bonds. Exempt-interest dividends paid by each Fund may result in or increase a corporate shareholder’s liability for the federal alternative minimum tax, regardless of whether the dividends are a tax preference item.
All dividends, other than exempt-interest dividends, are taxable whether a shareholder takes them in cash or reinvests them in additional shares of a Fund. Each Fund may invest a portion of its portfolio in short-term taxable obligations and may engage in transactions generating gains or income which is not tax-exempt, such as selling or lending portfolio securities, purchasing non-municipal securities, acquiring debt obligations at a market discount, or entering into options and futures transactions. Dividends paid by a Fund from such taxable net investment income or net realized short-term capital gains are taxable to you as ordinary income. Since none of the Funds’ income is derived primarily from sources that pay “qualified dividend income”, distributions from each Fund’s taxable net investment income generally will not qualify for taxation at the reduced tax rates available to individuals on qualified dividend income. In addition, the Funds generally do not expect that any of a Fund’s dividends will qualify for a dividend-received deduction that might otherwise be available to corporate shareholders.
Distributions paid by a Fund from its net realized long-term capital gains that are reported to you by the Fund as “capital gain dividends” are taxable to you as long-term capital gains, regardless of the length of time you have owned Fund
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shares. The maximum federal income tax rates applicable to long-term capital depends on the taxable income and status of the shareholder, but generally, for 2017, is 20% for individual shareholders with taxable income in excess of $418,400 ($470,700 if married and file jointly/$235,350 if married and file separately) and 15% for individual shareholders with taxable income less than such amounts (unless such shareholders are in the 10% or 15% income tax brackets and meet certain other conditions, in which case the applicable tax rate is 0%). You also should be aware that the benefits of the long-term capital gains rates may be reduced if you are subject to the alternative minimum tax.
While a Fund’s net capital losses for any year cannot be passed through to you, any such losses incurred by a Fund in a taxable year of the Fund commencing prior to December 23, 2010 can be carried forward for a period of up to eight years to offset the Fund’s capital gains in those years, and any such losses incurred by a Fund in taxable years commencing on or after such date may be carried forward indefinitely to offset future capital gains of the Fund. Pursuant to an ordering rule, however, net capital losses incurred in taxable years of a Fund beginning before December 23, 2010 may not be used to offset the Fund’s future capital gains until all net capital losses incurred in taxable years of the Fund beginning after December 22, 2010 have been utilized. To the extent capital gains are offset by such losses, they do not result in tax liability to a Fund and are not expected to be distributed to you.
Because the ultimate tax characterization of a Fund’s distributions cannot be determined until after the end of a tax year, there is a possibility that a Fund may make distributions to shareholders that exceed the Fund’s current earnings and profits for a tax year. Any such distributions will not be treated as taxable dividends, but instead will be treated as a return of capital and reduce the tax basis of your Fund shares. To the extent that such distributions exceed the tax basis of your Fund shares, the excess amounts will be treated as gain from the sale of the shares.
A 3.8% Medicare tax also is imposed on the net investment income of certain U.S. individuals, estates and trusts whose income exceeds certain thresholds. For this purpose, “net investment income” does not include exempt-interest dividends, but generally does include taxable dividends (including capital gain dividends) and capital gains recognized from redemptions or exchanges of shares of mutual funds, such as the Funds. For U.S. individuals, this threshold generally will be exceeded if an individual has adjusted gross income that exceeds $200,000 ($250,000 if the individual is married and files jointly/$125,000 if married and file separately). This 3.8% Medicare tax is in addition to the income taxes that are otherwise imposed on ordinary income and capital gains.
Ordinarily, you are required to take distributions by a Fund into account in the year in which they are made. However, a distribution declared as of a record date in October, November, or December of any year and paid during the following January is treated as received by shareholders on December 31 of the year in which it is declared. Each Fund will send you annual information concerning the tax treatment of dividends and other distributions paid to you by the Fund.
Redemptions and exchanges of Fund shares for shares of another fund generally are taxable events for shareholders that are subject to tax. In general, if Fund shares are sold, exchanged, or redeemed, you will recognize gain or loss equal to the difference between the amount realized on the sale, exchange, or redemption and your adjusted basis in the shares. Such gain or loss generally will be treated as long-term capital gain or loss if the shares were held for more than one year and otherwise generally will be treated as short-term capital gain or loss. However, if your holding period in your Fund shares is six months or less, any capital loss realized from a sale, exchange, or redemption of such shares may be disallowed to the extent of the amount of any exempt-interest dividends you received with respect to such shares. However, this loss disallowance rule will not apply to a shareholder’s disposition of a Fund’s shares with respect to a regular exempt-interest dividend paid by the Fund if the Fund declares daily and distributes at least monthly exempt-interest dividends in an amount equal to 90% or more of its net tax-exempt interest. If your holding period is six months or less, any capital loss realized from the sale, exchange, or redemption of such shares, to the extent not previously disallowed, must be treated as long-term capital loss to the extent of any capital gain dividends received with respect to such shares. Capital gains recognized from redemptions of Fund shares generally will be included in the calculation of “net investment income” for purposes of the 3.8% Medicare tax applicable to certain U.S. individuals, estates and trusts as discussed above.
Losses on the sale, exchange, or redemption of Fund shares may be disallowed to the extent that, within a period beginning 30 days before the date of the sale, exchange, or redemption and ending 30 days after the date of the sale, exchange, or redemption you acquire other shares in the same Fund (including pursuant to reinvestment of dividends and/or capital gain distributions). In addition, if shares in a Fund that have been held for less than 91 days are redeemed
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and the proceeds are reinvested on or before January 31 of the calendar year following the year of the redemption in shares of the same Fund or another fund pursuant to the Reinvestment Privilege, or if shares in a Fund that have been held for less than 91 days are exchanged for the same class of shares in another fund at NAV pursuant to the exchange privilege, all or a portion of any sales charge paid on the shares that are redeemed or exchanged will not be included in the tax basis of such shares under the Code to the extent that a sales charge that would otherwise apply to the shares received is reduced. However, such sales charge will be included in the tax basis of the subsequently acquired shares to the extent the sales charge is not included in the tax basis of the exchanged shares in the Fund.
Interest on indebtedness incurred by a shareholder to purchase or carry shares of a Fund may not be deductible, in whole or in part, for U.S. federal income tax purposes. The IRS may deem indebtedness to have been incurred for the purpose of acquiring or carrying shares of a Fund even though the borrowed funds may not be directly traceable to the purchase of shares.
Fund shares may not be an appropriate investment for “substantial users” of facilities financed by industrial development bonds, or persons related to such “substantial users.” Such persons should consult their tax advisors before investing in Fund shares.
Exempt-interest dividends are taken into account when determining the taxable portion of your social security or railroad retirement benefits.
Certain positions entered into by a Fund (including futures contracts on certain securities) may cause the Fund to recognize gains or losses from marking-to-market even though such contracts may not have been performed or closed out. The tax rules applicable to these contracts may affect the characterization of some capital gains and losses realized by the Fund as long-term or short-term. Additionally, the Fund may be required to recognize gain if a futures contract, short sale or other transaction that is not subject to the mark-to-market rules is treated as a “constructive sale” of an “appreciated financial position” held by the Fund under Section 1259 of the Code.
Any net mark-to-market gains and/or gains from constructive sales also may have to be distributed to satisfy the distribution requirements for the Fund’s tax status even though the Fund may receive no corresponding cash amounts, possibly requiring the disposition of portfolio securities or borrowing to obtain the necessary cash. Losses on certain contracts and/or offsetting positions (portfolio securities or other positions with respect to which the Fund’s risk of loss is substantially diminished by one or more contracts or positions) may also be deferred under the tax straddle rules of the Code, which may also affect the characterization of capital gains or losses from straddle positions and certain successor positions as long-term or short-term. Certain tax elections may be available that would enable the Fund to ameliorate some adverse effects of the tax rules described in this paragraph. The tax rules applicable to futures contracts and straddles may affect the amount, timing and character of the Fund’s income and gains or losses and hence of its distributions to you.
Certain investment practices that the Funds may utilize, such as investing in options, futures, interest rate swaps, credit swaps, total return swaps, and options on swaps and interest rate caps, floors and collars, may affect the amount, character and timing of the recognition of gains and losses by the Funds. Such transactions may in turn affect the amount and character of Fund distributions and may result in the distribution of taxable income to you.
The AMT Free Municipal Bond Fund and National Fund may invest up to 35%, High Yield Municipal Bond Fund and Short Duration High Yield Municipal Bond Fund may invest up to 100%, and each of the other Funds may invest up to 20%, of its net assets in debt obligations that are in the lowest rating categories or are unrated, including debt obligations of issuers not currently paying interest or who are in default. Investments in debt obligations that are at risk of or in default present special tax issues for a Fund. Tax rules are not entirely clear about issues such as when the Fund may cease to accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless securities, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a workout context are taxable. These and other issues will be addressed by each Fund, in the event it invests in such obligations, in order to seek to ensure that it distributes sufficient income to preserve its status as a regulated investment company and does not become subject to U.S. federal income or excise tax.
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If a Fund invests in certain pay-in-kind securities, zero coupon securities, deferred interest securities or, in general, any other securities with original issue discount (or with market discount if the Fund elects to include market discount in income currently), the Fund generally must accrue income on such investments for each taxable year, which generally will be prior to the receipt of the corresponding cash payments. However, each Fund must distribute, at least annually, all or substantially all of its taxable and tax-exempt income, including such accrued income, to shareholders to qualify as a regulated investment company under the Code and avoid U.S. federal income and excise taxes. Therefore, each Fund may have to dispose of its portfolio securities under disadvantageous circumstances to generate cash, or may have to borrow the cash, to satisfy distribution requirements.
Under Treasury regulations, if you are an individual and recognize a loss with respect to Fund shares of $2 million or more (if you are a corporation, $10 million or more) in any single taxable year (or greater amounts over a combination of years), you may be required to file a disclosure statement with the IRS on Form 8886. A shareholder who fails to make the required disclosure may be subject to substantial penalties.
You may be subject to a 28% withholding tax on taxable dividends, capital gain distributions, and redemption payments and exchanges (“backup withholding”). Generally, you will be subject to backup withholding if a Fund does not have your Social Security number or other certified taxpayer identification number on file, or, to the Fund’s knowledge, the number that you have provided is incorrect or backup withholding is applicable as a result of your previous underreporting of interest or dividend income. When establishing an account, you must certify under penalties of perjury that your Social Security number or other taxpayer identification number is correct and that you are not otherwise subject to backup withholding.
The foregoing discussion addresses only the U.S. federal income tax consequences applicable to shareholders who are subject to U.S. federal income tax, hold their shares as capital assets, and are U.S. persons (generally, U.S. individual citizens or residents (including certain former citizens and former long-term residents), domestic corporations or domestic entities taxed as corporations for U.S. tax purposes, estates the income of which is subject to U.S. federal income taxation regardless of its source, and trusts if a court within the U.S. is able to exercise primary supervision over their administration and at least one U.S. person has the authority to control all substantial decisions of the trusts). The treatment of the owner of an interest in an entity that is a pass-through entity for U.S. tax purposes (e.g., partnerships and disregarded entities) and that owns Fund shares generally will depend upon the status of the owner and the activities of the pass-through entity. Except as otherwise provided, this description does not address the special tax rules that may be applicable to particular types of investors, such as financial institutions, insurance companies, securities dealers, or tax-exempt or tax-deferred plans, accounts or entities. If you are not a U.S. person or are the owner of an interest in a pass-through entity that owns Fund shares, you should consult your tax advisor regarding the U.S. and foreign tax consequences of the ownership of Fund shares, including the applicable rate of U.S. withholding tax on amounts treated as ordinary dividends from the Fund (other than certain dividends derived from short-term capital gains and qualified interest income of the Fund, provided that the Fund chooses to report such dividends in a manner qualifying for such favorable tax treatment), and the applicability of U.S. gift and estate taxes.
Under the Sections 1471-1474 of the Code and the U.S. Treasury and IRS guidance issued thereunder (collectively, “FATCA”), a Fund may be required to withhold 30% from payments of dividends and gross redemption proceeds by the Fund to (1) certain foreign financial institutions unless they (i) enter into an agreement with the IRS to determine which (if any) of its accounts are U.S. accounts and comply with annual information reporting with respect to such accounts, (ii) comply with an applicable intergovernmental agreement entered into with respect to FATCA, or (iii) demonstrate that they are otherwise exempt from reporting under FATCA, and (2) certain other foreign entities unless (i) they certify certain information about their direct and indirect U.S. owners, or (ii) demonstrate that they are otherwise exempt from reporting under FATCA. This withholding tax is being phased in commencing on July 1, 2014 for payments of certain income dividends and will apply to payments of capital gain dividends and gross redemption proceeds made by the Fund after December 31, 2018.
Shareholders are urged to consult their tax advisers regarding the potential applicability of FATCA to their own situation.
The tax rules of the various states of the U.S. and their local jurisdictions with respect to distributions from the Funds can differ from the U.S. federal income tax rules described above. Although interest from tax-exempt bonds is generally not excludible from income for state and local income tax purposes, many states allow you to exclude the percentage of
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dividends derived from interest income on obligations of the state or its political subdivisions and instrumentalities if you are a resident of that state. Many states also allow you to exclude from income interest on obligations of the federal government and certain other governmental authorities, including U.S. territories and possessions. However, as noted below, certain states may require that a specific percentage of a Fund’s income be derived from state and/or federal obligations before such dividends may be excluded from state taxable income. The Funds intend to provide to you on an annual basis information to permit you to determine whether Fund dividends derived from interest on state and/or federal obligations may be excluded from state taxable income.
Because everyone’s tax situation is unique, you should consult your tax advisor regarding the treatment of distributions under the federal, state, local, and foreign tax rules that apply to you, as well as the tax consequences of gains or losses from the sale, exchange, or redemption of your Fund shares.
The remainder of this discussion assumes that each Fund qualifies for the special tax treatment afforded to a regulated investment company.
California Fund – For the Fund to qualify to pay exempt-interest dividends for purposes of California personal income tax, at the close of each quarter of the Fund’s taxable year, at least 50% of the value of the Fund’s total assets must consist of California state or local governmental obligations and/or federal obligations the interest from which is exempt from California personal income taxation. If the Fund qualifies to pay exempt-interest dividends and reports them as such to shareholders, all distributions of the Fund attributable to interest income earned on such California state or local governmental obligations or federal obligations for the taxable year of the Fund will be exempt from California personal income tax. However, any portion of a distribution that is attributable to such interest will not be exempt from the California franchise tax.
New Jersey Fund – For the Fund to qualify to pay exempt-interest dividends for purposes of New Jersey personal income tax (i) the Fund must have no investments other than interest-bearing obligations, obligations issued at a discount, cash and cash items, including receivables, and financial options, futures, forward contracts or other similar financial instruments related to interest-bearing obligations, obligations issued at a discount or bond indexes related thereto for the taxable year; and (ii) at the close of each quarter of its tax year, at least 80% of the aggregate principal amount of all the Fund’s investments must be in obligations issued by or on behalf of the State of New Jersey or any county, municipality, school or other district, agency, authority, commission, instrumentality, public corporation, body corporate and politic or political subdivision of the State of New Jersey or in other obligations that are statutorily free from state and local taxation under any other act of New Jersey or under the laws of the U.S. (the “80% Test”). For purposes of calculating whether the 80% Test is satisfied, financial options, futures, forward contracts or other similar financial instruments related to interest-bearing obligations, obligations issued at a discount or bond indexes related thereto, and cash and cash items (including receivables) are excluded from the aggregate principal amount of the Fund’s investments. If the Fund qualifies to pay exempt-interest dividends, all distributions attributable to interest or gain on the obligations included in the 80% Test will be exempt from New Jersey personal income tax, but will be subject to the New Jersey corporation business tax. All distributions attributable to interest earned on federal obligations will be exempt from New Jersey personal income tax, regardless of whether the Fund meets the 80% Test.
New York Fund – Shareholders of the Fund will not be required to include in their gross income for New York State and New York City personal income tax purposes any portion of distributions that are attributable to interest earned by the Fund on (1) tax-exempt obligations issued by New York State or any political subdivision thereof (including New York City); (2) obligations of the U.S. and its possessions, but only if, at the close of each quarter of the Fund’s taxable year, at least 50% of the value of the Fund’s total assets consists of obligations of the U.S. and its possessions and the Fund properly designates the income from such obligations; or (3) obligations of any authority, commission, or instrumentality of the U.S. to the extent federal law exempts such interest from state income taxation. However, any portion of a distribution that is attributable to such interest will be subject to the New York State corporation franchise tax and the New York City general corporation tax.
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Underwriter
Lord Abbett Distributor, a New York limited liability company and subsidiary of Lord Abbett, 90 Hudson Street, Jersey City, NJ 07302-3973, serves as the principal underwriter for the Funds. The Company has entered into a distribution agreement with Lord Abbett Distributor, under which Lord Abbett Distributor is obligated to use its best efforts to find purchasers for the shares of each Fund, and to make reasonable efforts to sell Fund shares on a continuous basis, so long as, in Lord Abbett Distributor’s judgment, a substantial distribution can be obtained by reasonable efforts.
For the last three fiscal years, Lord Abbett Distributor, as the Funds’ principal underwriter, received net commissions after allowance of a portion of the sales charge to independent dealers with respect to Class A shares of the Funds as follows:
Fiscal Year Ended September 30, | ||||||||||||
2016 | 2015 | 2014 | ||||||||||
Gross sales charge | $4,303,045 | $2,983,605 | $2,609,348 | |||||||||
Amount allowed to dealers | $3,680,488 | $2,554,220 | $2,230,473 | |||||||||
Net commissions received by Lord Abbett Distributor | $622,557 | $429,385 | $378,875 |
In addition, Lord Abbett Distributor, as the Company’s principal underwriter, received the following compensation with respect to the Funds for the fiscal year ended September 30, 2016:
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Financial Statements
The financial statements incorporated herein by reference from the Funds’ 2016 annual report to shareholders have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference, and have been so incorporated in reliance upon the report of such firm given upon their authority as experts in accounting and auditing.
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Municipal Bond Ratings
Moody’s Investors Service (Long-Term Obligation Ratings)
Investment Grade
Aaa: Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.
Aa: Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.
A: Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.
Baa: Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.
Below Investment Grade
Ba: Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.
B: Obligations rated B are considered speculative and are subject to high credit risk.
Caa: Obligations rated Caa are judged to be speculative, of poor standing and are subject to very high credit risk.
Ca: Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.
C: Obligations rated C are the lowest rated class and are typically in default, with little prospect of recovery of principal or interest.
Note : Moody’s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. Additionally, a “(hyb)” indicator is appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms. By their terms, hybrid securities allow for the omission of scheduled dividends, interest, or principal payments, which can potentially result in impairment if such an omission occurs. Hybrid securities may also be subject to contractually allowable write-downs of principal that could result in impairment. Together with the hybrid indicator, the long-term obligation rating assigned to a hybrid security is an expression of the relative credit risk associated with the security.
S&P Global Ratings (Long-Term Issue Credit Ratings)
Investment Grade
AAA: An obligation rated AAA has the highest rating assigned by S&P. The obligor’s capacity to meet its financial commitment on the obligation is extremely strong.
AA: An obligation rated AA differs from the highest-rated obligations only to a small degree. The obligor’s capacity to meet its financial commitment on the obligation is very strong.
A: An obligation rated A is 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.
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BBB: An obligation rated BBB exhibits 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.
Below Investment Grade
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.
BB: An obligation rated BB is less vulnerable to nonpayment than other speculative issues. However, it faces major ongoing uncertainties or exposure to adverse business, financial, or economic conditions, which could lead to the obligor’s inadequate capacity to meet its financial commitment on the obligation.
B: An obligation rated B is more vulnerable to nonpayment than obligations rated BB, but the obligor currently has the capacity to meet its financial commitment on the obligation. Adverse business, financial, or economic conditions will likely impair the obligor’s capacity or willingness to meet its financial commitment on the obligation.
CCC: An obligation rated CCC is currently vulnerable to nonpayment and is dependent upon favorable business, financial, and economic conditions for the obligor to meet its financial commitment on the obligation. In the event of adverse business, financial, or economic conditions, the obligor is not likely to have the capacity to meet its financial commitment on the obligation.
CC: An obligation rated CC is currently highly vulnerable to nonpayment. The CC rating is used when a default has not yet occurred, but S&P expects default to be a virtual certainty, regardless of the anticipated time to default.
C: An obligation rated C is currently highly vulnerable to nonpayment, and the obligation is expected to have lower relative seniority or lower ultimate recovery compared to obligations that are rated higher.
D: An obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The D rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to D if it is subject to a distressed exchange offer.
NR: This indicates that no rating has been requested, that there is insufficient information on which to base a rating, or that S&P does not rate a particular obligation as a matter of policy.
Note: The ratings from “AA” to “CCC” may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.
Fitch Ratings (Public Finance Obligations -- Long-Term Rating Scales)
Investment Grade
AAA: Highest credit quality. AAA ratings denote the lowest expectation of default risk. They are assigned only in cases of exceptionally strong capacity for payment of financial commitments. This capacity is highly unlikely to be adversely affected by foreseeable events.
AA: Very high credit quality. AA ratings denote expectations of very low default risk. They indicate very strong capacity for payment of financial commitments. This capacity is not significantly vulnerable to foreseeable events.
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A: High credit quality. A ratings denote expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings.
BBB: Good credit quality. BBB ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions are more likely to impair this capacity.
Below Investment Grade
BB: Speculative. BB ratings indicate an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time.
B: Highly speculative. B ratings indicate that material default risk is present, but a limited margin of safety remains. Financial commitments are currently being met; however, capacity for continued payment is vulnerable to deterioration in the business and economic environment.
CCC: Substantial credit risk. Default is a real possibility.
CC: Very high levels of credit risk. Default of some kind appears probable.
C: Exceptionally high levels of credit risk. Default appears imminent or inevitable.
D: Default. Indicates a default. Default is generally defined as one of the following:
• | Failure to make payment of principal and/or interest under the contractual terms of the rated obligation; |
• | The bankruptcy filings, administration, receivership, liquidation or other winding-up or cessation of the business of an issuer/obligor; or |
• | The distressed exchange of an obligation where creditors were offered securities with diminished structural or economic terms compared with the existing obligation to avoid a probable payment default. |
Notes : In the case of structured and project finance, while the ratings do not address the loss severity given default of the rated liability, loss severity assumptions on the underlying assets are nonetheless typically included as part of the analysis. Loss severity assumptions are used to derive pool cash flows available to service the rated liability. The suffix “sf” denotes an issue that is a structured finance transaction. For an explanation of how Fitch determines structured finance ratings, please see the criteria available at www.fitchratings.com . In the case of public finance, the ratings also do not address the loss given default of the rated liability, focusing instead on the vulnerability to default of the rated liability. The modifiers “+” or “-” may be appended to a rating to denote relative status within major rating categories. Such suffixes are not added to the ‘AAA’ Long-Term Rating category, or categories below B.
Municipal Short-Term Debt Obligation Ratings
Moody’s Investors Service
Investment Grade
MIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.
MIG 2: This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.
MIG 3: This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well established.
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Below Investment Grade
SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.
S&P’s
SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a “plus” (+) designation.
SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.
SP-3: Speculative capacity to pay principal and interest.
Short-Term Debt Ratings
Moody’s Investors Service
P-1 (Prime-1): Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.
P-2 (Prime-2): Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.
P-3 (Prime-3): Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term debt obligations.
NP (Not Prime): Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.
S&P’s
A-1: A short-term obligation rated A-1 is rated in the highest category by S&P. The obligor’s capacity to meet its financial commitment on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor’s capacity to meet its financial commitment on these obligations is extremely strong.
A-2: A short-term obligation rated A-2 is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory.
A-3: A short-term obligation rated A-3 exhibits 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.
B: A short-term obligation rated B is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing uncertainties which could lead to the obligor’s inadequate capacity to meet its financial commitments.
C: A short-term obligation rated C is currently vulnerable to nonpayment and is dependent on favorable business, financial, and economic conditions for the obligor to meet its financial commitments on the obligation.
D: A short-term obligation rated D is in default or in breach of an imputed promise. For non-hybrid capital instruments, the D rating category is used when payments on an obligation are not made on the date due, unless S&P believes that such payments will be made within any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The D rating also will be used upon the filing of a bankruptcy petition or the
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taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation’s rating is lowered to D if it is subject to a distressed exchange offer.
Fitch Ratings
F-1: Highest short term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added “+” to denote any exceptionally strong credit feature.
F-2: Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
F-3: Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
B: Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in financial and economic conditions.
C: High short-term default risk. Default is a real possibility.
RD: Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. Typically applicable to entity ratings only.
D: Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
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RISK FACTORS REGARDING INVESTMENTS IN PUERTO RICO, CALIFORNIA, NEW JERSEY AND NEW YORK MUNICIPAL BONDS
The following information is a summary of certain special risks that may affect the states and territory indicated, which could affect the value of the bonds held by the corresponding Fund. This information may not be complete or current and is compiled based upon information and judgments in publicly available documents, including news reports, state budgetary and financial analyses, and credit analyses prepared by bond rating agencies. The Funds have not verified any of this information.
PUERTO RICO BONDS
The Commonwealth faces considerable fiscal and economic challenges. As of January 17, 2017, the Commonwealth’s general obligation debt was rated “D” by S&P Global Ratings (“S&P”) and “Caa3” (negative outlook) by Moody’s Investor Service (“Moody’s”). These ratings reflect a default by the Commonwealth on the payment of debt service, continued economic recession, ongoing budget deficits, high unemployment, population decline and increased emigration to the mainland, high healthcare and education costs and under-funded pension obligations.
The Puerto Rico Oversight, Management, and Economic Stability Act (“PROMESA”), effective June 30, 2016, established a financial oversight and management board (the “Oversight Board”) to review and approve fiscal plans of the Commonwealth and placed a temporary stay on actions to enforce the outstanding debt obligations of the Commonwealth. Further, PROMESA empowers the Oversight Board to facilitate debt restructuring discussions between the Commonwealth and its creditors and, if necessary, to restructure the debt of the Commonwealth, its public corporations and its municipalities. The Commonwealth cannot file for bankruptcy protection under Chapter 9 of the Federal Bankruptcy Code.
The Constitution of Puerto Rico establishes a first priority lien on revenues for general obligations and Commonwealth-guaranteed debt. On January 1, 2016, the Commonwealth diverted payments from other bonds to pay the holders of the protected general obligation bonds. Certain non-general obligation and non-Commonwealth guaranteed bonds are now in default. Two bond insurers filed suit on January 7, 2016 challenging the diversion on federal constitutional grounds. On July 1, 2016, the Commonwealth suspended the payment of certain debt obligations, including approximately $800 million of general obligation debt. Such moratorium is in effect until January 31, 2017, which is the current deadline set by the Oversight Board for the Commonwealth to finalize its financial plan. The new Commonwealth administration, which assumed power on January 2, 2017, has requested that the deadline to finalize the financial plan be extended to March 17, 2017 and that the automatic stay on claims by the Commonwealth’s creditors be extended from February 15, 2017 to May 1, 2017.
Holders of the Commonwealth’s general obligation bonds have since filed suit to prevent the Commonwealth from continuing to divert sales tax revenue to the payment of non-general obligation debt. The holders of such non-general obligation debt have asked the court to apply PROMESA’s legal stay to suit filed by the general obligation debtholders. The Commonwealth anticipates litigation and negotiations with its creditors to be lengthy and costly.
The ongoing financial difficulties facing the Commonwealth, the uncertainty regarding the outcome of the procedures implemented by PROMESA and pending litigation present significant risks to the Commonwealth’s ability to honor its constitutional obligation to pay debt service on its outstanding general obligation bonds.
CALIFORNIA BONDS
As of January 17, 2017, California’s general obligation debt was assigned a rating of Aa3 by Moody’s and AA- by S&P’s. S&P’s and Moody’s each designate a stable outlook for the state’s general obligation bonds.
California’s fiscal health has improved substantially since the end of the recent recession, which caused large budget deficits. The state has enacted balanced budgets without use of one-time fiscal maneuvers for the past four years, and has built up significant budget reserves, anticipated to total $6.75 billion by June 30, 2017 and a proposed level of over $9 billion by June 30, 2018. The state’s liquidity position has improved dramatically since cash flow challenges in the immediate aftermath of the recession; the state has not had to use external “revenue anticipation note” borrowing for cash
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management purposes for the past 3 years. Voters in November 2016 extended a temporary personal income tax surcharge on high income taxpayers for 12 years, to 2030, although a temporary 0.25 percent sales tax surcharge terminated on January 1, 2017. California’s economy has grown at a moderate pace since the end of the recession, largely mirroring the national economy; the state had the highest job growth in the nation for the past two years. Nonetheless the state’s unemployment rate continues to be higher than the national average. California’s fiscal challenges include high debt levels and governance restrictions that limit its ability to respond to revenue volatility (e.g., requiring a supermajority to approve tax increases). The state faces a number of budget risks, including the possibility of an economic recession and the as-yet unknown impact of new federal fiscal policies, including changes to the Affordable Care Act, which has been fully implemented in California.
Both California state and local governments face substantial future liabilities deriving from underfunded pension systems and liabilities for other post-employment benefits, particularly for health care. The California Public Employees’ Retirement System (“CalPERS”), which covers most state and many local government employees, recently reduced its long-term expected investment rate from 7.5 to 7.0 percent. To make up for reduced investment returns both the state and local governments which participate in CalPERS will be required to increase their annual payments to CalPERS in coming years, putting pressure on other programs; the increases for local governments will be phased in over three years, however. Many larger cities and counties in California have their own pension systems outside CalPERS.
The state has a highly progressive personal income tax structure and taxes capital gains at the same rate as other income. As a result, a large portion of the taxes received is paid by a small portion of high-income taxpayers, which leads to a higher level of economic and revenue volatility relative to other states. Despite significant revenue growth in recent years the state has maintained fiscal discipline knowing that another economic recession is inevitable, which will result in revenue gaps.
Local governments in California derive revenue from a variety of sources, including real-estate-based sources, including property taxes and recording taxes and fees when properties transfer. Property taxes are limited by voter-approved Proposition 13, and other tax sources are limited and in many cases require voter approval. In general local governments face significant fiscal constraints, and three California cities have had to seek adjustment of their debts and finances under Chapter 9 of the federal bankruptcy code in the aftermath of the recession. There is no assurance that other cities or local governments may not have to utilize Chapter 9 in the future.
Constitutional and political constraints limit the state’s budgetary and financial flexibility and ability to deal with financial crisis, including a two-thirds legislative vote required to raise state revenues, and voter approval required for issuing general obligation debt. The Governor does not have independent power to make mid-year budget adjustments. Proposition 1A (approved in November 2004) limits the state’s ability to borrow local governments’ property tax revenues, and Proposition 98 imposes funding requirements for schools and results in additional funding burdens on the state if local property taxes decline. Proposition 26 (approved in November 2010) expanded the definition of a tax to include certain fees and charges, broadening the scope of revenue generating tools that require a two-thirds legislative vote. Constitutional provisions establish priority payments for education (although general obligation debt service is the second priority) and limit the state’s ability to spend proceeds from certain tax revenues and fees. Various Constitutional and statutory provisions also may result in limits to and decreases in state and local revenues, and thus affect the ability of California municipal bond issuers to meet their financial obligations. Future amendments to the California Constitution or statutory changes also may affect the ability of the state or local issuers to repay their obligations.
NEW JERSEY BONDS
As of January 17, 2017, Moody’s general obligation bond rating for New Jersey is A2 with a negative outlook and S&P’s general obligation bond rating for New Jersey is A- with a negative outlook. On April 16, 2015, Moody’s cited lack of improvement in the state’s weak financial position, as well as large structural imbalance, primarily related to continued pension contribution shortfalls, as its rating rationale. However, Moody’s also noted that the rating also incorporates the state’s diverse economy and high wealth levels, as well as the governor’s broad powers to reduce expenditures. On November 28, 2016, S&P affirmed its rating and outlook, citing the state’s diverse economic base; improving, but still-limited, fund balance reserves relative to revenue fluctuations; and high wealth and incomes, but cautioned against the impact of continued budgetary imbalance, large and growing unfunded pension liabilities, significant post-employment benefit obligations and an above-average debt burden.
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S&P’s negative outlook reflects uncertainty as to whether New Jersey will continue to fund its pensions based on its current funding goals and cautions that pension costs could rise above projections, whether due to weak investment returns or revised actuarial assumptions. The possibility of significantly below-budgeted revenue growth in fiscal year 2017 and increasing revenue loss in later years as a result of recent New Jersey transportation trust fund tax cuts to operating funds also are factors in S&P’s negative outlook. While S&P cites pensions as the most significant source of budget pressure and suggests budget reforms may be necessary to accommodate any increase in pension funding, the rating agency also indicates that New Jersey’s largest revenue sources are subject to volatility and that the state has limited reserves to mitigate potential volatility.
In recent years, New Jersey’s debt levels have been above historical levels. New Jersey has debt levels and a debt burden among the highest in the nation, and its pension and retiree health benefit liabilities also are among the highest of the 50 states.
State law and the New Jersey Constitution restrict appropriations. Statutory or legislative restrictions may adversely affect a municipality’s or any other bond-issuing authority’s ability to repay its obligations. The New Jersey Supreme Court rejected a legal challenge to the constitutionality of the practice of issuing certain contract bonds without voter approval. Contract bonds, a significant portion of the state’s outstanding debt obligations, differ from general obligation bonds in that contract bonds are not backed by the full faith and credit of the state, but by annual appropriations. In November 2008, New Jersey voters approved an amendment to the Constitution, which provides that the state may not issue bonds that are not backed by a dedicated revenue source without voter approval.
The New Jersey Constitution requires a balanced budget and provides, in part, that no money shall be drawn from the state treasury except for appropriations made by law and that no law appropriating money for any state purpose shall be enacted if the appropriations contained therein, together with all prior appropriations made for the same fiscal period, shall exceed the total amount of the revenue on hand an anticipated to be available to meet such appropriations during such fiscal period, as certified by the Governor. The Constitution also restricts state long-term borrowing to 1% of total appropriations, unless higher amounts are specifically authorized by a law approved by voters at a general election.
The state legislature approved Senate Concurrent Resolution No. 184 (“SCR 184”) in 2016 that, if subsequently passed by the state senate and approved by voters, would amend the Constitution to require the state to make certain required contributions to state pension plans and to require that no annual appropriations be enacted without including appropriations for such pension contributions, which appropriations would not be subject to voter approval. If passed, such amendments could have a material adverse effect on the short and medium-term structural balance of the general fund of the state. There is no assurance that SCR 184 will be passed by the senate or approved by voters.
New Jersey’s local budget law imposes specific budgetary procedures upon counties and municipalities (“local units”). Every local unit must adopt an operating budget that is balanced on a cash basis, and the Director of the Division of Local Government Services must examine items of revenue and appropriation. State law also regulates local units’ issuance of debt by limiting the amount of tax anticipation notes that they may issue and requiring their repayment within 120 days of the end of the fiscal year (not later than June 30 in the case of the counties) in which issued. With certain exceptions, no local unit is permitted to issue bonds for the payment of current expenses or to pay outstanding bonds, except with the approval of the Local Finance Board. Local units may issue bond anticipation notes for temporary periods not exceeding in the aggregate approximately ten years from the date of first issue. The debt that any local unit may authorize is limited by statute. State law restricts total appropriations increases for such entities, with certain exceptions.
NEW YORK BONDS
As of January 17, 2017, Moody’s general obligation bond rating for New York is Aa1 and S&P’s general obligation bond rating of New York is AA+. Moody’s and S&P each give the state’s credit a stable outlook. In affirming such rating on December 12, 2016, Moody’s cited adequate liquidity, growth of formal and informal reserves and continued control of spending growth. In its May 31, 2016 rating affirmation S&P cited New York’s strong, diverse economy, history of conservative budgeting, prudent use of significant monetary settlements from various financial institutions, stable budget and financial trends and well-funded pension system. Nonetheless, due to New York’s significant post retirement
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liabilities and heavy reliance on volatile income tax payments and its high exposure to securities industry employment, the state’s economy remains vulnerable to adverse investment market conditions.
In the December 19, 2016 update to its Annual Information Statement, the state cites uncertainties and risks concerning its economic and receipts forecasts including the impacts of: national and international events; ongoing financial instability in the Euro-zone; changes in consumer confidence, oil supplies and oil prices; cybersecurity attacks, major terrorist events, hostilities or war; climate change and extreme weather events; Federal statutory and regulatory changes concerning financial sector activities; changes concerning financial sector bonus payouts, as well as any future legislation governing the structure of compensation; shifts in monetary policy affecting interest rates and the financial markets; financial and real estate market developments which may adversely affect bonus income and capital gains realizations; the effect of household debt on consumer spending and state tax collections; and the outcome of litigation and other claims affecting the state. The state further indicates that its financial plan is subject to the following uncertainties and contingencies: wage and benefit increases for state employees that exceed projected annual costs; changes in the size of the state’s workforce; the realization of the projected rate of return for pension fund assets, and current assumptions with respect to wages for state employees affecting the state’s required pension fund contributions; the willingness and ability of the Federal government to provide the aid expected in the state’s updated financial plan; the ability of the state to implement cost reduction initiatives, including reductions in state agency operations, and the success with which the state controls expenditures; and the ability of the state and its public authorities to market securities successfully in the public credit markets.
Credit rating agency analysts have indicated that the state’s economy also has inherent vulnerability based on the significant geographic disparities between the upstate and downstate areas’ economic performance. In addition, the state is expected to face increasing pension funding obligations. It has adopted an amortization payment schedule which is expected to result in gradual increases to total statewide pension payments through fiscal year 2020. The state also faces significant other post-employment benefit funding obligations, which consist primarily of retiree health benefits. Because the state funds its post-employment benefits on a pay-as-you-go basis as required by law, unfunded liabilities are projected to grow higher.
The state’s authorities (i.e., government agencies) generally are responsible for financing, constructing, and operating revenue-producing public facilities. While payments on authority obligations normally are paid from revenues generated by projects of the authorities, in the past the state has had to appropriate large amounts to enable certain authorities to meet their financial obligations. Further assistance to authorities may be required in the future. The amount of debt issued by the authorities is substantial. Although the state has legal flexibility to cut costs, analysts have suggested that political difficulty could hinder budget enactment or midyear gap closing when cuts in politically favored programs are proposed.
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FUND PORTFOLIO INFORMATION RECIPIENTS
The following is a list of the third parties that are eligible to receive portfolio holdings or related information pursuant to ongoing arrangements under the circumstances described above under Investment Policies – Policies and Procedures Governing Disclosure of Portfolio Holdings:
Portfolio Holdings* | |
Abel/Noser Corp. | Monthly |
Base-Two Investment Systems, Inc. | Daily |
Becker, Burke Associates | Monthly |
Berthel Schutter | Monthly |
Bloomberg L.P. | Daily |
Callan Associates Inc. | Monthly |
Cambridge Associates LLC | Monthly |
Citigroup/The Yield Book, Inc. | Daily |
CJS Securities, Inc. | Daily |
CL King & Associates | Monthly |
Concord Advisory Group Ltd. | Monthly |
CTVglobemedia f/k/a Bell GlobeMedia Publishing Co. | Monthly |
Curcio Webb | Monthly |
Deloitte & Touche LLP | As Requested |
Edward D. Jones & Co., L.P. | Monthly |
Evaluation Associates, LLC | Monthly |
FactSet Research Systems, Inc. | Daily |
Financial Model Co. (FMC) | Daily |
Hartland & Co. | Monthly |
Institutional Shareholder Services, Inc. (ISS) | Daily |
Investment Technology Group (ITG) | Daily |
Jeffrey Slocum & Associates, Inc. | Monthly |
JP Morgan Securities, Inc. | Monthly |
Lipper Inc., a Reuters Company | Monthly |
Longbow Research | Monthly |
Merrill Lynch, Pierce, Fenner & Smith, Incorporated | Monthly |
Morningstar Associates, Inc., Morningstar, Inc. | Daily |
MSCI Barra | Daily |
Muzea Insider Consulting Services | Weekly |
Nock, Inc. | Daily |
Pierce Park Group | Monthly |
Reuters America LLC | Daily |
Rocaton Investment Advisors, LLC | Monthly |
Rogerscasey | Monthly |
Ropes & Gray LLP | As Requested |
SG Constellation LLC | Daily |
State Street Corporation | Daily |
Sungard Expert Solutions, Inc. | Daily |
The Marco Consulting Group | Monthly |
Towers Watson Investment Services, Inc. f/k/a Watson Wyatt Worldwide | Monthly |
Wall Street Source | Daily |
* Each Fund may provide its portfolio holdings to (a) third parties that render services to the Fund relating to such holdings (i.e., pricing vendors, ratings organizations, custodians, external administrators, independent registered public accounting firms, counsel, etc.) as appropriate to the service being provided to the Fund, on a daily, monthly, calendar quarterly or annual basis, and (b) third party consultants on a daily, monthly or calendar quarterly basis for the purpose of performing their own analyses with respect to the Fund within one day following each calendar period end.
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PROXY VOTING POLICIES AND PROCEDURES
THE LORD ABBETT FAMILY OF FUNDS
LORD, ABBETT & CO. LLC
1 | Introduction |
Under the Investment Advisers Act of 1940, as amended, Lord, Abbett & Co. LLC (“Lord Abbett” or “we”) acts as a fiduciary that owes each of its clients duties of care and loyalty with respect to all services undertaken on the client’s behalf, including proxy voting. This means that Lord Abbett is required to vote proxies in the manner we believe is in the best interests of each client, including the Lord Abbett Funds (the “Funds”) and their shareholders. We take a long-term perspective in investing our clients’ assets and employ the same perspective in voting proxies on their behalf. Accordingly, we tend to support proxy proposals that we believe are likely to maximize shareholder value over time, whether such proposals were initiated by a company or its shareholders.
2 | Proxy Voting Process Overview |
Lord Abbett has a Proxy Group within its Operations Department (the “Proxy Group”) that oversees proxy voting mechanics on a day-to-day basis and provides Lord Abbett’s Proxy Policy Committee (the “Proxy Policy Committee”) and Investment Department personnel with information regarding proxy voting. The Proxy Policy Committee comprises Lord Abbett’s Chief Investment Officer and members of its Investment, Operations, and Legal and Compliance Departments. Proxy voting decisions are made by the Investment Department in accordance with these policies and procedures and are carried out by the Proxy Group.
Lord Abbett has implemented the following approach to the proxy voting process:
• | In cases where we deem any client’s position in a company to be material, 1 the relevant investment team is responsible for determining how to vote the security. Once a voting decision has been made, the investment team provides instructions to the Proxy Group, which is responsible for submitting Lord Abbett’s vote. |
• | In cases where we deem all clients’ positions in a company to be non-material, the Chief Administrative Officer for the Investment Department is responsible for determining how to vote the security. The Chief Administrative Officer may seek guidance from the relevant investment team, the Proxy Policy Committee or any of its members, the Proxy Service Provider (defined below), or other sources to determine how to vote. Once a voting decision has been made, the Chief Administrative Officer provides instructions to the Proxy Group, which is responsible for submitting Lord Abbett’s vote. |
• | Lord Abbett has identified certain types of proxy proposals that it considers purely administrative in nature and as to which it always will vote in the same manner. The Proxy Group is authorized to vote on such proposals without receiving instructions from the Investment Department, regardless of the materiality of any client’s position. Lord Abbett presently considers the following specific types of proposals to fall within this category: (1) proposals to change a company’s name, as to which Lord Abbett always votes in favor; (2) proposals regarding formalities of shareholder meetings (namely, changes to a meeting’s date, time, or location), as to |
1 | We presently consider a position in a particular company to be material if: (1) it represents more than 1% of any client’s portfolio holdings and all clients’ positions in the company together represent more than 1% of the company’s outstanding shares; or (2) all clients’ positions in the company together represent more than 5% of the company’s outstanding shares. For purposes of determining materiality, we exclude shares held by clients with respect to which Lord Abbett does not have authority to vote proxies. We also exclude shares with respect to which Lord Abbett’s vote is restricted or limited due to super-voting share structures (where one class of shares has super-voting rights that effectively disenfranchise other classes of shares), vote limitation policies, and other similar measures. This definition of materiality is subject to change at our discretion. |
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which Lord Abbett always votes in favor; and (3) proposals to allow shareholders to transact other business at a meeting, as to which Lord Abbett always votes against. | ||
• | When multiple investment teams manage one or more portfolios that hold the same voting security, the investment team that manages the largest number of shares of the security will be considered to have the dominant position. Lord Abbett will vote all shares on behalf of all clients that hold the security in accordance with the vote determined by the investment team with the dominant position. |
3 | Retention and Oversight of Proxy Service Provider |
Lord Abbett has retained an independent third party service provider (the “Proxy Service Provider”) to analyze proxy issues and recommend how to vote on those issues, and to provide assistance in the administration of the proxy process, including maintaining complete proxy voting records. 2 While Lord Abbett takes into consideration the information and recommendations of the Proxy Service Provider, Lord Abbett votes all proxies based on its own proxy voting policies, including Lord Abbett’s conclusions regarding the best interests of the Funds, their shareholders, and other advisory clients, rather than basing decisions solely on the Proxy Service Provider’s recommendations.
Lord Abbett monitors the Proxy Service Provider’s capacity, competency, and conflicts of interest to ensure that Lord Abbett continues to vote proxies in the best interests of its clients. As part of its ongoing oversight of the Proxy Service Provider, Lord Abbett performs periodic due diligence on the Proxy Service Provider. Such due diligence may be conducted in Lord Abbett’s offices or at the Proxy Service Provider’s offices. The topics included in these due diligence reviews include conflicts of interest, methodologies for developing vote recommendations, and resources, among other things.
4 | Conflicts of Interest |
Lord Abbett is an independent, privately held firm with a singular focus on the management of money. Although Lord Abbett does not face the conflicts of interest inherent in being part of a larger financial institution, conflicts of interest nevertheless may arise in the proxy voting process. Such a conflict may exist, for example, when a client’s account holds shares of a company that also is a client of Lord Abbett. We have adopted safeguards designed to ensure that conflicts of interest are identified and resolved in our clients’ best interests rather than our own. These safeguards include, but are not limited to, the following:
• | Lord Abbett has implemented special voting measures with respect to companies for which one of the Funds’ independent directors/trustees also serves on the board of directors or is a nominee for election to the board of directors. If a Fund owns stock in such a company, Lord Abbett will notify the Funds’ Proxy Committees 3 (the “Proxy Committees”) and seek voting instructions from the Committees only in those situations where Lord Abbett proposes not to follow the Proxy Service Provider’s recommendations. In these instances, if applicable, the independent director/trustee will abstain from any discussions by the Funds’ Proxy Committees regarding the company. |
• | Lord Abbett also has implemented special voting measures with respect to companies that have a significant business relationship with Lord Abbett (including any subsidiaries of such companies). For this purpose, a “significant business relationship” means: (1) a broker dealer firm that is responsible for one percent or more of the Funds’ total dollar amount of shares sold for the last 12 months; (2) a firm that is a sponsor firm with respect to Lord Abbett’s separately managed account business; (3) an institutional account client that has an investment |
2 | Lord Abbett currently retains Institutional Shareholder Services Inc. as the Proxy Service Provider. |
3 | The Boards of Directors and Trustees of the Funds have delegated oversight of proxy voting to separate Proxy Committees comprised solely of independent directors and/or trustees, as the case may be. Each Proxy Committee is responsible for, among other things: (1) monitoring Lord Abbett’s actions in voting securities owned by the related Fund; (2) evaluating Lord Abbett’s policies in voting securities; and (3) meeting with Lord Abbett to review the policies in voting securities, the sources of information used in determining how to vote on particular matters, and the procedures used to determine the votes in any situation where there may be a conflict of interest. |
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management agreement with Lord Abbett; (4) an institutional investor that, to Lord Abbett’s knowledge, holds at least $5 million in shares of the Funds; and (5) a retirement plan client that, to Lord Abbett’s knowledge, has at least $5 million invested in the Funds. If a Fund owns stock in such a company, Lord Abbett will notify the Funds’ Proxy Committees and seek voting instructions from the Committees only in those situations where Lord Abbett proposes not to follow the Proxy Service Provider’s recommendations. | ||
Absent explicit instructions from an institutional account client to resolve proxy voting conflicts in a different manner, Lord Abbett will vote all shares on behalf of all clients that hold a security that presents a conflict of interest for the Funds in accordance with the voting instructions received from the Funds’ Proxy Committees, unless Lord Abbett proposes to follow the Proxy Service Provider’s recommendation. | ||
• | To serve the best interests of a client that holds a given voting security, Lord Abbett generally will vote proxies without regard to other clients’ investments in different classes or types of securities or instruments of the same issuer that are not entitled to vote. Accordingly, when the voting security in one account is from an issuer whose other, non-voting securit(ies) or instrument(s) are held in a second account in a different strategy, Lord Abbett will vote without input from members of the Investment Department acting on behalf of the second account. The Chief Administrative Officer, members of an investment team, members of the Proxy Policy Committee, and members of the Proxy Group may seek guidance from Lord Abbett’s Investment Conflicts Committee with respect to any potential conflict of interest arising out of the holdings of multiple clients. |
5 | Proxy Voting Guidelines |
A general summary of the guidelines that we normally follow in voting proxies appears below. These voting guidelines reflect our general views. We reserve the flexibility to vote in a manner contrary to our general views on particular issues if we believe doing so is in the best interests of our clients, including the Funds and their shareholders. Many different specific types of proposals may arise under the broad categories discussed below, and it is not possible to contemplate every issue on which we may be asked to vote. Accordingly, we will vote on proposals concerning issues not expressly covered by these guidelines based on the specific factors that we believe are relevant. For institutional accounts managed on behalf of multi-employer pension or benefit plans, commonly referred to as “Taft-Hartley plans,” Lord Abbett generally will vote proxies in accordance with the Proxy Voting Guidelines issued by the AFL-CIO rather than the guidelines described below unless instructed otherwise by the client.
5.1 | Auditors |
Auditors are responsible for examining, correcting, and verifying the accuracy of a company’s financial statements. Lord Abbett believes that companies normally are in the best position to select their auditors and, therefore, we generally support management’s recommendations concerning the ratification of the selection of auditors. However, we may evaluate such proposals on a case-by-case basis due to concerns about impaired independence, accounting irregularities, or failure of the auditors to act in shareholders’ best economic interests, among other factors we may deem relevant.
5.2 | Directors |
5.2.1 | Election of directors |
The board of directors of a company oversees all aspects of the company’s business. Companies and, under certain circumstances, their shareholders, may nominate directors for election by shareholders. Lord Abbett believes that the independent directors currently serving on a company’s board of directors (or a nominating committee comprised of such independent directors) generally are in the best position to identify qualified director nominees. Accordingly, we normally vote in accordance with management’s recommendations on the election of directors. In evaluating a director nominee’s candidacy, however, Lord Abbett may consider the following factors, among others: (1) the nominee’s experience, qualifications, attributes, and skills, as disclosed in the company’s proxy statement; (2) the composition of the board and its committees; (3) whether the nominee is independent of company management; (4) the nominee’s board meeting attendance; (5) the nominee’s history of representing shareholder interests on the company’s board or other boards; (6) the nominee’s investment in the company; (7) the company’s long-term performance relative to a market index; and (8) takeover activity. In evaluating a compensation committee nominee’s candidacy, Lord Abbett may
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consider additional factors including the nominee’s record on various compensation issues such as tax gross-ups, severance payments, options repricing, and pay for performance, although the nominee’s record as to any single compensation issue alone will not necessarily be determinative. Lord Abbett may withhold votes for some or all of a company’s director nominees on a case-by-case basis.
5.2.2 | Majority voting |
Under a majority voting standard, director nominees must be elected by an affirmative majority of the votes cast at a meeting. Majority voting establishes a higher threshold for director election than plurality voting, in which nominees who receive the most votes are elected, regardless of how small the number of votes received is relative to the total number of shares voted. Lord Abbett generally supports proposals that seek to adopt a majority voting standard.
5.2.3 | Board classification |
A “classified” or “staggered” board is a structure in which only a portion of a company’s board of directors (typically one-third) is elected each year. A company may employ such a structure to promote continuity of leadership and thwart takeover attempts. Lord Abbett generally votes against proposals to classify a board, absent special circumstances indicating that shareholder interests would be better served by such a structure. In evaluating a classified board proposal, Lord Abbett may consider the following factors, among others: (1) the company’s long-term strategic plan; (2) the extent to which continuity of leadership is necessary to advance that plan; and (3) the need to guard against takeover attempts.
5.2.4 | Independent board and committee members |
An independent director is one who serves on a company’s board but is not employed by the company or affiliated with it in any other capacity. While company boards may apply different standards in assessing director independence, including any applicable standards prescribed by stock exchanges and the federal securities laws, a director generally is determined to qualify as independent if the director does not have any material relationship with the company (either directly or indirectly) based on all relevant facts and circumstances. Material relationships can include employment, business, and familial relationships, among others. Lord Abbett believes that independent board and committee membership often helps to mitigate the inherent conflicts of interest that arise when a company’s executive officers also serve on its board and committees. Therefore, we generally support the election of board or committee nominees if such election would cause a majority of a company’s board or committee members to be independent. However, a nominee’s effect on the independent composition of the board or any committee is one of many factors Lord Abbett considers in voting on the nominee and will not necessarily be dispositive.
5.2.5 | Independent board chairman |
Proponents of proposals to require independent board chairmen (formerly often referred to as “separation of chairman and chief executive officer” proposals) seek to enhance board accountability and mitigate a company’s risk-taking behavior by requiring that the role of the chairman of the company’s board of directors be filled by an independent director. We generally vote with management on proposals that call for independent board chairmen. We may vote in favor of such proposals on a case-by-case basis, despite management opposition, if we believe that a company’s governance structure does not promote independent oversight through other means, such as a lead director, a board composed of a majority of independent directors, and/or independent board committees. In evaluating independent chairman proposals, we will focus in particular on the presence of a lead director, which is an independent director designated by a board with a non-independent chairman to serve as the primary liaison between company management and the independent directors and act as the independent directors’ spokesperson.
5.3 | Compensation and Benefits |
5.3.1 | General |
In the wake of recent corporate scandals and market volatility, shareholders increasingly have scrutinized the nature and amount of compensation paid by a company to its executive officers and other employees. Lord Abbett believes that because a company has exclusive knowledge of material information not available to shareholders regarding its business, financial condition, and prospects, the company itself usually is in the best position to make decisions about compensation and benefits. Accordingly, we generally vote with management on such matters. However, we may
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oppose management on a case-by-case basis if we deem a company’s compensation to be excessive or inconsistent with its peer companies’ compensation, we believe a company’s compensation measures do not foster a long-term focus among its executive officers and other employees, or we believe a company has not met performance expectations, among other reasons. Discussed below are some specific types of compensation-related proposals that we may encounter.
5.3.2 | Incentive compensation plans |
An incentive compensation plan rewards an executive’s performance through a combination of cash compensation and stock awards. Incentive compensation plans are designed to align an executive’s compensation with a company’s long-term performance. As noted above, Lord Abbett believes that management generally is in the best position to assess executive compensation levels and, therefore, generally votes with management on proposals relating to incentive compensation plans. In evaluating such a proposal, however, Lord Abbett may consider the following factors, among others: (1) the executive’s expertise and the value he or she brings to the company; (2) the company’s performance, particularly during the executive’s tenure; (3) the percentage of overall compensation that consists of stock; (4) whether and/or to what extent the incentive compensation plan has any potential to dilute the voting power or economic interests of other shareholders; (5) the features of the plan and costs associated with it; (6) whether the plan provides for repricing or replacement of underwater stock options; and (7) quantitative data from the Proxy Service Provider regarding compensation ranges by industry and company size. We also scrutinize very closely the proposed repricing or replacement of underwater stock options, taking into consideration the stock’s volatility, management’s rationale for the repricing or replacement, the new exercise price, and any other factors we deem relevant.
5.3.3 | Say on pay |
“Say on pay” proposals give shareholders a nonbinding vote on executive compensation. These proposals are designed to serve as a means of conveying to company management shareholder concerns, if any, about executive compensation. Lord Abbett believes that management generally is in the best position to assess executive compensation. Thus, we generally vote with management on say on pay proposals unless we believe that compensation has been excessive or direct feedback to management about compensation has not resulted in any changes. We also generally vote with management on proposals regarding the frequency of say on pay votes. However, any particular vote will be based on the specific facts and circumstances we deem relevant.
5.3.4 | Pay for performance |
“Pay for performance” proposals are shareholder proposals that seek to achieve greater alignment between executive compensation and company performance. Shareholders initiating these proposals tend to focus on board compensation committees’ accountability, the use of independent compensation consultants, enhanced disclosure of compensation packages, and perquisites given to executives. Because Lord Abbett believes that management generally is in the best position to assess executive compensation, we generally follow management’s voting recommendations regarding pay for performance proposals. However, we may evaluate such proposals on a case-by-case basis if we believe a company’s long-term interests and its executives’ financial incentives are not properly aligned or if we question the methodology a company followed in setting executive compensation, among other reasons.
5.3.5 | Clawback provisions |
A clawback provision allows a company to recoup or “claw back” incentive compensation paid to an executive if the company later determines that the executive did not actually meet applicable performance goals. For example, such provisions might be used when a company calculated an executive’s compensation based on materially inaccurate or fraudulent financial statements. Some clawback provisions are triggered only if the misalignment between compensation and performance is attributable to improper conduct on the part of the executive. Shareholder proponents of clawback proposals believe that they encourage executive accountability and mitigate a company’s risk-taking behavior. Because Lord Abbett believes that management generally is in the best position to assess executive compensation, we generally vote with management on clawback proposals. We may, however, evaluate such a proposal on a case-by-case basis due to concerns about the amount of compensation paid to the executive, the executive’s or the company’s performance, or accounting irregularities, among other factors we may deem relevant.
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5.3.6 | Anti-gross-up policies |
Tax “gross-ups” are payments by a company to an executive intended to reimburse some or all of the executive’s tax liability with respect to compensation, perquisites, and other benefits. Because the gross-up payment also is taxable, it typically is inflated to cover the amount of the tax liability and the gross-up payment itself. Critics of such payments argue that they often are not transparent to shareholders and can substantially enhance an executive’s overall compensation. Thus, shareholders increasingly are urging companies to establish policies prohibiting tax gross-ups. Lord Abbett generally favors adoption of anti-tax gross-up policies themselves, but will not automatically vote against a compensation committee nominee solely because the nominee approved a gross-up.
5.3.7 | Severance agreements and executive death benefits |
Severance or so-called “golden parachute” payments sometimes are made to departing executives after termination or upon a company’s change in control. Similarly, companies sometimes make executive death benefit or so-called “golden coffin” payments to an executive’s estate. Both practices increasingly are coming under shareholder scrutiny. While we generally vote with management on compensation matters and acknowledge that companies may have contractual obligations to pay severance or executive death benefits, we scrutinize cases in which such benefits are especially lucrative or are granted despite the executive’s or the company’s poor performance, and may vote against management on a case-by-case basis as we deem appropriate. We also generally support proposals to require that companies submit severance agreements and executive death benefits for shareholder ratification.
5.3.8 | Executive pay limits |
Lord Abbett believes that a company’s flexibility with regard to its compensation practices is critical to its ability to recruit, retain, and motivate key talent. Accordingly, we generally vote with management on shareholder proposals that seek to impose limits on executive compensation.
5.3.9 | Employee stock purchase plans |
Employee stock purchase plans permit employees to purchase company stock at discounted prices and, under certain circumstances, receive favorable tax treatment when they sell the stock. Lord Abbett generally follows management’s voting recommendation concerning employee stock purchase plans, although we generally do not support plans that are dilutive.
5.4 | Corporate Matters |
5.4.1 | Charter amendments |
A company’s charter documents, which may consist of articles of incorporation or a declaration of trust and bylaws, govern the company’s organizational matters and affairs. Lord Abbett believes that management normally is in the best position to determine appropriate amendments to a company’s governing documents. Some charter amendment proposals involve routine matters, such as changing a company’s name or procedures relating to the conduct of shareholder meetings. Lord Abbett believes that such routine matters do not materially affect shareholder interests and, therefore, we vote with management with respect to them in all cases. Other types of charter amendments, however, are more substantive in nature and may impact shareholder interests. We consider such proposals on a case-by-case basis to the extent they are not explicitly covered by these guidelines.
5.4.2 | Changes to capital structure |
A company may propose amendments to its charter documents to change the number of authorized shares or create new classes of stock. We generally support proposals to increase a company’s number of authorized shares when the company has articulated a clear and reasonable purpose for the increase (for example, to facilitate a stock split, merger, acquisition, or restructuring). However, we generally oppose share capital increases that would have a dilutive effect. We also generally oppose proposals to create a new class of stock with superior voting rights.
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5.4.3 | Reincorporation |
We generally follow management’s recommendation regarding proposals to change a company’s state of incorporation, although we consider the rationale for the reincorporation and the financial, legal, and corporate governance implications of the reincorporation. We will vote against reincorporation proposals that we believe contravene shareholders’ interests.
5.4.4 | Mergers, acquisitions, and restructurings |
A merger or acquisition involves combining two distinct companies into a single corporate entity. A restructuring involves a significant change in a company’s legal, operational, or structural features. After these kinds of transactions are completed, shareholders typically will own stock in a company that differs from the company whose shares they initially purchased. Thus, Lord Abbett views the decision to approve or reject a potential merger, acquisition, or restructuring as being equivalent to an investment decision. In evaluating such a proposal, Lord Abbett may consider the following factors, among others: (1) the anticipated financial and operating benefits; (2) the offer price; (3) the prospects of the resulting company; and (4) any expected changes in corporate governance and their impact on shareholder rights. We generally vote against management proposals to require a supermajority shareholder vote to approve mergers or other significant business combinations. We generally vote for shareholder proposals to lower supermajority vote requirements for mergers and acquisitions. We also generally vote against charter amendments that attempt to eliminate shareholder approval for acquisitions involving the issuance of more than 10% of a company’s voting stock.
5.5 | Anti-Takeover Issues and Shareholder Rights |
5.5.1 | Proxy access |
Proxy access proposals advocate permitting shareholders to have their nominees for election to a company’s board of directors included in the company’s proxy statement in opposition to the company’s own nominees. Proxy access initiatives enable shareholders to nominate their own directors without incurring the often substantial cost of preparing and mailing a proxy statement, making it less expensive and easier for shareholders to challenge incumbent directors. Lord Abbett evaluates proposals that seek to allow proxy access based on the merits of each situation.
5.5.2 | Shareholder rights plans |
Shareholder rights plans or “poison pills” are a mechanism of defending a company against takeover efforts. Poison pills allow current shareholders to purchase stock at discounted prices or redeem shares at a premium after a takeover, effectively making the company more expensive and less attractive to potential acquirers. Companies may employ other defensive tactics in combination with poison pills, such as golden parachutes that take effect upon a company’s change in control and therefore increase the cost of a takeover. Because poison pills can serve to entrench management and discourage takeover offers that may be attractive to shareholders, we generally vote in favor of proposals to eliminate poison pills and proposals to require that companies submit poison pills for shareholder ratification. In evaluating a poison pill proposal, however, Lord Abbett may consider the following factors, among others: (1) the duration of the poison pill; (2) whether we believe the poison pill facilitates a legitimate business strategy that is likely to enhance shareholder value; (3) our level of confidence in management; (4) whether we believe the poison pill will be used to force potential acquirers to negotiate with management and assure a degree of stability that will support good long-range corporate goals; and (5) the need to guard against takeover attempts.
5.5.3 | Chewable pill provisions |
A “chewable pill” is a variant of the poison pill that mandates a shareholder vote in certain situations, preventing management from automatically discouraging takeover offers that may be attractive to shareholders. We generally support chewable pill provisions that balance management’s and shareholders’ interests by including: (1) a redemption clause allowing the board to rescind a pill after a potential acquirer’s holdings exceed the applicable ownership threshold; (2) no dead-hand or no-hand pills, which would allow the incumbent board and their approved successors to control the pill even after they have been voted out of office; (3) sunset provisions that allow shareholders to review and reaffirm or redeem a pill after a predetermined time frame; and (4) a qualifying offer clause, which gives shareholders the ability to redeem a poison pill when faced with a bona fide takeover offer.
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5.5.4 | Anti-greenmail provisions |
An anti-greenmail provision is a special charter provision that prohibits a company’s management from buying back shares at above market prices from potential acquirers without shareholder approval. We generally support such provisions, provided that they are not bundled with other measures that serve to entrench management or discourage attractive takeover offers.
5.5.5 | Fair price provisions |
A fair price provision is a special charter provision that requires that all selling shareholders receive the same price from a buyer. Fair price provisions are designed to protect shareholders from inequitable two-tier stock acquisition offers in which some shareholders may be bought out on disadvantageous terms. We generally support such provisions, provided that they are not bundled with other measures that serve to entrench management or discourage attractive takeover offers.
5.5.6 | Rights to call special shareholder meetings |
Proposals regarding rights to call special shareholder meetings normally seek approval of amendments to a company’s charter documents. Lord Abbett generally votes with management on proposals concerning rights to call special shareholder meetings. In evaluating such a proposal, Lord Abbett may consider the following factors, among others: (1) the stock ownership threshold required to call a special meeting; (2) the purposes for which shareholders may call a special meeting; (3) whether the company’s annual meetings offer an adequate forum in which shareholders may raise their concerns; and (4) the anticipated economic impact on the company of having to hold additional shareholder meetings.
5.5.7 | Supermajority vote requirements |
A proposal that is subject to a supermajority vote must receive the support of more than a simple majority in order to pass. Supermajority vote requirements can have the effect of entrenching management by making it more difficult to effect change regarding a company and its corporate governance practices. Lord Abbett normally supports shareholders’ ability to approve or reject proposals based on a simple majority vote. Thus, we generally vote for proposals to remove supermajority vote requirements and against proposals to add them.
5.5.8 | Cumulative voting |
Under cumulative or proportional voting, each shareholder is allotted a number of votes equal to the number of shares owned multiplied by the number of directors to be elected. This voting regime strengthens the voting power of minority shareholders because it enables shareholders to cast multiple votes for a single nominee. Lord Abbett believes that a shareholder or group of shareholders using this technique to elect a director may seek to have the director represent a narrow special interest rather than the interests of the broader shareholder population. Accordingly, we generally vote against cumulative voting proposals.
5.5.9 | Confidential voting |
In a confidential voting system, all proxies, ballots, and voting tabulations that identify individual shareholders are kept confidential. An open voting system, by contrast, gives management the ability to identify shareholders who oppose its proposals. Lord Abbett believes that confidential voting allows shareholders to vote without fear of retribution or coercion based on their views. Thus, we generally support proposals that seek to preserve shareholders’ anonymity.
5.5.10 | Reimbursing proxy solicitation expenses |
Lord Abbett generally votes with management on shareholder proposals to require a company to reimburse reasonable expenses incurred by one or more shareholders in a successful proxy contest, and may consider factors including whether the board has a plurality or majority vote standard for the election of directors, the percentage of directors to be elected in the contest, and shareholders’ ability to cumulate their votes for the directors.
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5.5.11 | Transacting other business |
Lord Abbett believes that proposals to allow shareholders to transact other business at a meeting deprive other shareholders of sufficient time and information to carefully evaluate the relevant business issues and determine how to vote with respect to them. Therefore, Lord Abbett always votes against such proposals.
5.6 | Social, Political, and Environmental Issues |
Proposals relating to social, political, or environmental issues typically are initiated by shareholders and urge a company to disclose certain information or change certain business practices. Lord Abbett evaluates such proposals based on their effect on shareholder value rather than on their ideological merits. We generally follow management’s recommendation on social, political, and environmental proposals and tend to vote against proposals that are unduly burdensome or impose substantial costs on a company with no countervailing economic benefits to the company’s shareholders. Nonetheless, we pay particular attention to highly controversial issues, as well as instances where management has failed repeatedly to take corrective actions with respect to an issue.
5.7 | Share Blocking |
Certain foreign countries impose share blocking restrictions that would prohibit Lord Abbett from trading a company’s stock during a specified period before the company’s shareholder meeting. Lord Abbett believes that in these situations, the benefit of maintaining liquidity during the share blocking period outweighs the benefit of exercising our right to vote. Therefore, it is Lord Abbett’s general policy to not vote securities in cases where share blocking restrictions apply.
6 | Document Revision History |
Amended: September 15, 2016
History of Amendments to the Proxy Voting Policies and Procedures
Adopted: | September 17, 2009 |
Amended: | September 14, 2010 |
March 10, 2011 | |
September 13, 2012 | |
September 19, 2014 | |
September 17, 2015 | |
February 25, 2016 | |
September 15, 2016 | |
LAMI-14
02/17
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PART C
OTHER INFORMATION
Item 28. | Exhibits | |
(a) | Articles of Incorporation. | |
(i) | Articles of Restatement dated November 28, 1998. Incorporated by reference to Post-Effective Amendment No. 29 to the Registration Statement on Form N-1A filed on December 2, 1998. | |
(ii) | Articles of Amendment dated February 2, 1999. Incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A filed on January 28, 2002. | |
(iii) | Articles Supplementary dated February 2, 1999. Incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A filed on January 28, 2002. | |
(iv) | Articles of Amendment effective January 28, 2005. Incorporated by reference to Post-Effective Amendment No. 37 to the Registration Statement on Form N-1A filed on January 28, 2005. | |
(v) | Articles of Supplementary dated April 23, 2007. Incorporated by reference to Post-Effective Amendment No. 42 to the Registration Statement on Form N-1A filed on April 27, 2007. | |
(vi) | Articles Supplementary to Articles of Incorporation dated July 31, 2007. Incorporated by reference to Post-to Effective Amendment No. 43 to the Registration Statement on Form N-1A filed on September 14, 2007. | |
(vii) | Articles of Amendment dated August 30, 2007. Incorporated by reference to Post-Effective Amendment No. 43 to the Registration Statement on Form N-1A filed on September 14, 2007. | |
(viii) | Articles Supplementary to Articles of Incorporation dated January 18, 2008. Incorporated by reference to Post-Effective Amendment No. 44 to the Registration Statement on Form N-1A filed on January 28, 2008. | |
(ix) | Articles Supplementary to Articles of Incorporation dated July 21, 2010. Incorporated by reference to Post-Effective Amendment No. 48 to the Registration Statement on Form N-1A filed on July 26, 2010. | |
(x) | Articles Supplementary to Articles of Incorporation dated November 17, 2010. Incorporated by reference to Post-Effective Amendment No. 59 to the Registration Statement on Form N-1A filed on November 19, 2010. | |
(xi) | Articles Supplementary to Articles of Incorporation dated October 24, 2013. Incorporated by reference to Post-Effective Amendment No. 67 to the Registration Statement on Form N-1A filed on January 27, 2014. | |
(xii) | Articles Supplementary to Articles of Incorporation dated February 20, 2015. Incorporated by reference to Post-Effective Amendment No. 71 to the Registration Statement on Form N-1A filed on February 27, 2015. | |
(xiii) | Articles Supplementary to Articles of Incorporation dated April 24, 2015. Incorporated by reference to Post-Effective Amendment No. 72 to the Registration Statement on Form N-1A filed on May 14, 2015. | |
(xiv) | Articles Supplementary to Articles of Incorporation dated November 11, 2016. Filed herein. | |
(xv) | Articles Supplementary to Articles of Incorporation dated December 15, 2016. Filed herein. | |
(b) | By-Laws. | |
(i) | Amended and Restated By-Laws dated January 1, 2013. Incorporated by reference to Post-Effective |
|
Amendment No. 67 to the Registration Statement on Form N-1A filed on January 27, 2014. | ||
(c) | Instruments Defining Rights of Security Holders . Not applicable. | |
(d) | Investment Advisory Contracts. | |
(i) | Management Agreement dated December 15, 1994. Incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A filed on January 28, 2002. | |
(ii) | Addendum to Management Agreement dated October 1, 2004. Incorporated by reference to Post-Effective Amendment No. 38 to the Registration Statement on Form N-1A filed on January 30, 2006. | |
(iii) | Addendum to Management Agreement dated October 26, 2010 (Lord Abbett AMT Free Municipal Bond Fund). Incorporated by reference to Post-Effective Amendment No. 57 to the Registration Statement on Form N-1A filed on October 26, 2010. | |
(iv) | Addendum to Management Agreement dated as of November 19, 2010 (Lord Abbett High Yield Municipal Bond Fund, Lord Abbett Intermediate Tax Free Fund, and Lord Abbett Short Duration Tax Free Fund). Incorporated by reference to Post-Effective Amendment No. 60 to the Registration Statement on Form N-1A filed on November 26, 2010. | |
(v) | Addendum to Management Agreement dated as of February 1, 2013 (Lord Abbett Intermediate Tax Free Fund). Incorporated by reference to Post-Effective Amendment No. 65 to the Registration Statement on Form N-1A filed on January 25, 2013. | |
(vi) | Addendum to Management Agreement dated as of February 1, 2015 (Lord Abbett AMT Free Municipal Bond Fund). Incorporated by reference to Post-Effective Amendment No. 69 to the Registration Statement on Form N-1A filed on January 26, 2015. | |
(vii) | Addendum to Management Agreement dated as of February 1, 2015 (Lord Abbett Short Duration Tax Free Fund). Incorporated by reference to Post-Effective Amendment No. 69 to the Registration Statement on Form N-1A filed on January 26, 2015. | |
(viii) | Addendum to Management Agreement dated May 15, 2015 (Lord Abbett Short Duration High Yield Municipal Bond Fund). Incorporated by reference to Post-Effective Amendment No. 72 to the Registration Statement on Form N-1A filed on May 14, 2015. | |
(ix) | Expense Limitation Agreement effective February 1, 2017 (Lord Abbett Short Duration Tax Free Fund, Lord Abbett AMT Free Municipal Bond Fund, Lord Abbett High Yield Municipal Bond Fund, Lord Abbett Short Duration High Yield Municipal Bond Fund, Lord Abbett California Tax Free Fund, and Lord Abbett New Jersey Tax Free Fund). Filed herein. | |
(e) | Underwriting Contracts . Distribution Agreement incorporated by reference to Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A filed on January 28, 2002. | |
(f) | Bonus or Profit Sharing Contracts . None. | |
(g) | Custody Agreements. | |
(i) | Custodian Agreement dated November 1, 2001 (including updated Exhibit A dated as of May 15, 2015). Incorporated by reference to Post-Effective Amendment No. 72 to the Registration Statement on Form N-1A filed on May 14, 2015. | |
(ii) | Amended Exhibit A dated as of November 30, 2016 to the Custodian Agreement. Filed herein. |
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The 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 the 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 the 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 the Registrant, without limiting the authority of the Registrant to indemnify any of its officers, employees or agents to the extent consistent with applicable law, make the
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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, the 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), the 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 the 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 the Registrant nor parties to the proceeding, or (b) an independent legal counsel in a written opinion. Also, the 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) the 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 the 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, the 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 31. | Business and Other Connections of the Investment Adviser. | |
(a) | Adviser – Lord, Abbett & Co. LLC | |
Lord, Abbett & Co. LLC is the investment adviser of the Registrant and provides investment management services to the Lord Abbett Family of Funds and to various pension plans, institutions, and individuals. |
|
Name and Principal
Business Address * |
Positions and/or Offices
with Lord Abbett Distributor LLC |
Positions and Offices
with the Registrant |
Daria L. Foster | Chief Executive Officer | President and Chief Executive Officer |
Lawrence H. Kaplan | General Counsel | Vice President and Secretary |
Joan A. Binstock | Chief Financial Officer | Chief Financial Officer and Vice President |
Joseph M. McGill | Chief Compliance Officer | Chief Compliance Officer |
* Each Officer has a principal business address of: 90 Hudson Street, Jersey City, New Jersey 07302 |
|
Item 34. | Management Services. |
None. | |
Item 35. | Undertakings. |
None. |
|
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement under Rule 485(b) under the Securities Act and has duly caused this Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of Jersey City, and State of New Jersey as of the 27 th day of January, 2017.
LORD ABBETT MUNICIPAL INCOME FUND, INC. | |||
BY: | /s/ Brooke A. Fapohunda | ||
Brooke A. Fapohunda | |||
Vice President and Assistant Secretary | |||
BY: | /s/ Joan A. Binstock | ||
Joan A. Binstock | |||
Chief Financial Officer and Vice President |
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.
Signatures | Title | Date | ||
James L.L. Tullis* | Chairman and Director | January 27, 2017 | ||
James L.L. Tullis* | ||||
Daria L. Foster* | President, CEO, and Director | January 27, 2017 | ||
Daria L. Foster | ||||
Robert B. Calhoun, Jr.* | Director | January 27, 2017 | ||
Robert B. Calhoun, Jr. | ||||
Eric C. Fast* | Director | January 27, 2017 | ||
Eric C. Fast | ||||
Evelyn E. Guernsey * | Director | January 27, 2017 | ||
Evelyn E. Guernsey | ||||
Julie A. Hill* | Director | January 27, 2017 | ||
Julie A. Hill | ||||
Franklin W. Hobbs* | Director | January 27, 2017 | ||
Franklin W. Hobbs | ||||
James M. McTaggart* | Director | January 27, 2017 | ||
James M. McTaggart | ||||
Mark A. Schmid* | Director | January 27, 2017 | ||
Mark A. Schmid | ||||
Douglas B. Sieg* | Director | January 27, 2017 | ||
Douglas B. Sieg |
*BY: | /s/ Brooke A. Fapohunda |
Brooke A. Fapohunda
Attorney-in-Fact* |
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POWER OF ATTORNEY
Each person whose signature appears below on this Registration Statement hereby constitutes and appoints Lawrence H. Kaplan, Lawrence B. Stoller, Brooke A. Fapohunda and John W. Ashbrook, each of them, with full power to act without the other, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (until revoked in writing) to sign any and all Registration Statements of each Fund enumerated on Exhibit A hereto for which such person serves as a Director/Trustee (including Registration Statements on Forms N-1A and N-14 and any amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated as of January 1, 2017.
Signatures | Title |
Chairman and | |
/s/ James L.L. Tullis | Director/Trustee |
James L.L. Tullis | |
President, CEO | |
/s/ Daria L. Foster | and Director/Trustee |
Daria L. Foster | |
/s/ Robert B. Calhoun, Jr. | Director/Trustee |
Robert B. Calhoun, Jr. | |
/s/ Eric C. Fast | Director/Trustee |
Eric C. Fast | |
/s/ Evelyn E. Guernsey | Director/Trustee |
Evelyn E. Guernsey | |
/s/ Julie A. Hill | Director/Trustee |
Julie A. Hill | |
/s/ Franklin W. Hobbs | Director/Trustee |
Franklin W. Hobbs | |
/s/ James M. McTaggart | Director/Trustee |
James M. McTaggart | |
/s/ Mark A. Schmid | Director/Trustee |
Mark A. Schmid | |
/s/ Douglas B. Sieg | Director/Trustee |
Douglas B. Sieg |
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EXHIBIT A
Lord Abbett Affiliated Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Equity Trust
Lord Abbett Global Fund, Inc.
Lord Abbett Investment Trust
Lord Abbett Mid Cap Stock Fund, Inc.
Lord Abbett Municipal Income Fund, Inc.
Lord Abbett Research Fund, Inc.
Lord Abbett Securities Trust
Lord Abbett Series Fund, Inc.
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.
Exhibit 99.28(a)(xiv)
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
OF
LORD ABBETT MUNICIPAL INCOME FUND, INC.
LORD ABBETT MUNICIPAL INCOME FUND, INC. (hereinafter called the “Corporation”), a Maryland corporation having its principal office c/o The Prentice-Hall Corporation System, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202, hereby certifies to the State Department of Assessments and Taxation of Maryland, that:
FIRST : The Corporation presently has authority to issue 5,165,001,000 shares of capital stock, of the par value $.001 each, having an aggregate par value of $5,165,001. The Board of Directors has previously classified and designated the Corporation’s shares as follows:
|
Lord Abbett National Tax-Free Income Fund | ||||
Class A | 300,000,000 | shares | ||
Class B | 20,000,000 | shares | ||
Class C | 50,000,000 | shares | ||
Class F | 50,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 30,000,000 | shares |
Lord Abbett New Jersey Tax-Free Income Fund
Class A | 80,000,000 | shares | ||
Class F | 30,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 30,000,000 | shares |
Lord Abbett New York Tax-Free Income Fund
Class A | 60,000,000 | shares | ||
Class C | 20,000,000 | shares | ||
Class F | 30,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 30,000,000 | shares |
Lord Abbett Short Duration High Yield Municipal Bond Fund
Class A | 400,000,000 | shares | ||
Class C | 200,000,000 | shares | ||
Class F | 200,000,000 | shares | ||
Class I | 100,000,000 | shares |
Lord Abbett Short Duration Tax Free Fund
Class A | 400,000,000 | shares | ||
Class B | 1,000 | shares | ||
Class C | 200,000,000 | shares | ||
Class F | 200,000,000 | shares | ||
Class I | 100,000,000 | shares |
SECOND : In accordance with § 2-105(c) of the Maryland General Corporation Law, the total number of shares of capital stock that the Corporation shall have the authority to issue is hereby increased to 6,235,001,000 of the par value $.001 each, having an aggregate par value of $6,235,001.
THIRD : Pursuant to the authority of the Board of Directors to classify and reclassify unissued shares of stock of the Corporation and to classify a series into one or more classes of such series, the Board of Directors hereby classifies the 1,07 0,000,000 newly authorized but unclassified and unissued shares as follows:
2 |
|
Lord Abbett AMT Free Municipal Bond Fund
Class T | 30,000,000 | shares |
Lord Abbett California Tax-Free Income Fund
Class T | 30,000,000 | shares |
Lord Abbett High Yield Municipal Bond Fund
Class T | 200,000,000 | shares |
Lord Abbett Intermediate Tax Free Fund
Class T | 300,000,000 | shares |
Lord Abbett National Tax-Free Income Fund
Class T | 50,000,000 | shares |
Lord Abbett New Jersey Tax-Free Income Fund
Class T | 30,000,000 | shares |
Lord Abbett New York Tax-Free Income Fund
Class T | 30,000,000 | shares |
Lord Abbett Short Duration High Yield Municipal Bond Fund
Class T | 200,000,000 | shares |
Lord Abbett Short Duration Tax Free Fund
Class T | 200,000,000 | shares |
FOURTH : Subject to the power of the Board of Directors to classify and reclassify unissued shares, all shares of the Corporation hereby classified as specified in Article Third above shall be invested in the same investment portfolio of the Corporation and shall have the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption set forth in Article V of the Articles of Incorporation of the Corporation (hereafter called the “Articles”) and shall be subject to all other provisions of the Articles relating to stock of the Corporation generally.
FIFTH : Following the increase in authorized shares as specified in Article Second above and the classification of authorized but unclassified and unissued shares as specified in Article Third above, the Corporation has authority to issue 6,235,001,000 shares of capital stock, of the par value $.001 each, having an aggregate par value of $6,235,001 . The authorized shares of the Corporation are classified and designated as follows:
Lord Abbett AMT Free Municipal Bond Fund
Class A | 60,000,000 | shares | ||
Class C | 20,000,000 | shares |
3 |
|
Class F | 30,000,000 | shares | ||
Class I | 30,000,000 | shares | ||
Class T | 30,000,000 | shares |
Lord Abbett California Tax-Free Income Fund
Class A | 60,000,000 | shares | ||
Class C | 20,000,000 | shares | ||
Class F | 30,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 30,000,000 | shares | ||
Class T | 30,000,000 | shares |
Lord Abbett High Yield Municipal Bond Fund
Class A | 400,000,000 | shares | ||
Class B | 15,000,000 | shares | ||
Class C | 200,000,000 | shares | ||
Class F | 200,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 10,000,000 | shares | ||
Class T | 200,000,000 | shares |
Lord Abbett Intermediate Tax Free Fund
Class A | 400,000,000 | shares | ||
Class B | 20,000,000 | shares | ||
Class C | 200,000,000 | shares | ||
Class F | 300,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 10,000,000 | shares | ||
Class T | 300,000,000 | shares |
Lord Abbett National Tax-Free Income Fund
Class A | 300,000,000 | shares | ||
Class B | 20,000,000 | shares | ||
Class C | 50,000,000 | shares | ||
Class F | 50,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 30,000,000 | shares | ||
Class T | 50,000,000 | shares |
Lord Abbett New Jersey Tax-Free Income Fund
Class A | 80,000,000 | shares | ||
Class F | 30,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 30,000,000 | shares | ||
Class T | 30,000,000 | shares |
4 |
|
Lord Abbett New York Tax-Free Income Fund
Class A | 60,000,000 | shares | ||
Class C | 20,000,000 | shares | ||
Class F | 30,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 30,000,000 | shares | ||
Class T | 30,000,000 | shares |
Lord Abbett Short Duration High Yield Municipal Bond Fund
Class A | 400,000,000 | shares | ||
Class C | 200,000,000 | shares | ||
Class F | 200,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class T | 200,000,000 | shares |
Lord Abbett Short Duration Tax Free Fund
Class A | 400,000,000 | shares | ||
Class B | 1,000 | shares | ||
Class C | 200,000,000 | shares | ||
Class F | 200,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class T | 200,000,000 | shares |
SIXTH : The Corporation is registered as an open-end investment company under the Investment Company Act of 1940, as amended. The total number of shares of capital stock that the Corporation has authority to issue has been increased by the Board of Directors in accordance with § 2-105(c) of the Maryland General Corporation Law. The shares of stock of the Corporation hereby classified as specified in Article Third above have been duly classified by the Board of Directors under the authority contained in the Articles.
SEVENTH : Pursuant to § 2-208.1(d)(2) of the Maryland General Corporation Law, the Articles Supplementary to the Articles set forth herein shall become effective on November 11, 2016.
* * * * *
[No further text on this page. Signature pages follow.]
5 |
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IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in its name and on its behalf by its Vice President and Secretary and witnessed by its Vice President and Assistant Secretary on November 4, 2016.
LORD ABBETT MUNICIPAL INCOME FUND, INC. | ||
By: | /s/ Lawrence H. Kaplan | |
Lawrence H. Kaplan | ||
Vice President and Secretary |
WITNESS:
/s/ Brooke A. Fapohunda
Brooke A. Fapohunda
Vice President and Assistant Secretary
6 |
|
THE UNDERSIGNED, Vice President and Secretary of LORD ABBETT MUNICIPAL INCOME FUND, INC., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this Certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.
/s/ Lawrence H. Kaplan
Lawrence H. Kaplan
Vice President and Secretary
7 |
Exhibit 99.28(a)(xv)
ARTICLES SUPPLEMENTARY
TO
ARTICLES OF INCORPORATION
OF
LORD ABBETT MUNICIPAL INCOME FUND, INC.
LORD ABBETT MUNICIPAL INCOME FUND, INC. (hereinafter called the “Corporation”), a Maryland corporation having its principal office c/o The Prentice-Hall Corporation System, 7 St. Paul Street, Suite 1660, Baltimore, Maryland 21202, hereby certifies to the State Department of Assessments and Taxation of Maryland, that:
FIRST : The Corporation presently has authority to issue 6,235,001,000 shares of capital stock, of the par value $.001 each, having an aggregate par value of $6,235,001. The Board of Directors has previously classified and designated the Corporation’s shares as follows:
Lord Abbett AMT Free Municipal Bond Fund
Class A | 60,000,000 | shares | ||
Class C | 20,000,000 | shares | ||
Class F | 30,000,000 | shares | ||
Class I | 30,000,000 | shares | ||
Class T | 30,000,000 | shares |
Lord Abbett California Tax-Free Income Fund
Class A | 60,000,000 | shares | ||
Class C | 20,000,000 | shares | ||
Class F | 30,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 30,000,000 | shares | ||
Class T | 30,000,000 | shares |
Lord Abbett High Yield Municipal Bond Fund
Class A | 400,000,000 | shares | ||
Class B | 15,000,000 | shares | ||
Class C | 200,000,000 | shares | ||
Class F | 200,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 10,000,000 | shares | ||
Class T | 200,000,000 | shares |
Lord Abbett Intermediate Tax Free Fund
Class A | 400,000,000 | shares | ||
Class B | 20,000,000 | shares | ||
Class C | 200,000,000 | shares | ||
Class F | 300,000,000 | shares |
|
Class I | 100,000,000 | shares | ||
Class P | 10,000,000 | shares | ||
Class T | 300,000,000 | shares |
Lord Abbett National Tax-Free Income Fund
Class A | 300,000,000 | shares | ||
Class B | 20,000,000 | shares | ||
Class C | 50,000,000 | shares | ||
Class F | 50,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 30,000,000 | shares | ||
Class T | 50,000,000 | shares |
Lord Abbett New Jersey Tax-Free Income Fund
Class A | 80,000,000 | shares | ||
Class F | 30,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 30,000,000 | shares | ||
Class T | 30,000,000 | shares |
Lord Abbett New York Tax-Free Income Fund
Class A | 60,000,000 | shares | ||
Class C | 20,000,000 | shares | ||
Class F | 30,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 30,000,000 | shares | ||
Class T | 30,000,000 | shares |
Lord Abbett Short Duration High Yield Municipal Bond Fund
Class A | 400,000,000 | shares | ||
Class C | 200,000,000 | shares | ||
Class F | 200,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class T | 200,000,000 | shares |
Lord Abbett Short Duration Tax Free Fund
Class A | 400,000,000 | shares | ||
Class B | 1,000 | shares | ||
Class C | 200,000,000 | shares | ||
Class F | 200,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class T | 200,000,000 | shares |
SECOND : In accordance with § 2-105(c) of the Maryland General Corporation Law, the total number of shares of capital stock that the Corporation shall have the authority to issue is
2 |
|
hereby increased to 7,305,001,000 of the par value $.001 each, having an aggregate par value of $7,305,001.
THIRD : Pursuant to the authority of the Board of Directors to classify and reclassify unissued shares of stock of the Corporation and to classify a series into one or more classes of such series, the Board of Directors hereby classifies the 1,07 0,000,000 newly authorized but unclassified and unissued shares as follows:
Lord Abbett AMT Free Municipal Bond Fund
Class F3 | 30,000,000 | shares |
Lord Abbett California Tax-Free Income Fund
Class F3 | 30,000,000 | shares |
Lord Abbett High Yield Municipal Bond Fund
Class F3 | 200,000,000 | shares |
Lord Abbett Intermediate Tax Free Fund
Class F3 | 300,000,000 | shares |
Lord Abbett National Tax-Free Income Fund
Class F3 | 50,000,000 | shares |
Lord Abbett New Jersey Tax-Free Income Fund
Class F3 | 30,000,000 | shares |
Lord Abbett New York Tax-Free Income Fund
Class F3 | 30,000,000 | shares |
Lord Abbett Short Duration High Yield Municipal Bond Fund
Class F3 | 200,000,000 | shares |
Lord Abbett Short Duration Tax Free Fund
Class F3 | 200,000,000 | shares |
FOURTH : Subject to the power of the Board of Directors to classify and reclassify unissued shares, all shares of the Corporation hereby classified as specified in Article Third above shall be invested in the same investment portfolio of the Corporation and shall have the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends, qualifications, and terms and conditions of redemption set forth in Article V of the Articles of Incorporation of the Corporation (hereafter called the “Articles”) and shall be subject to all other provisions of the Articles relating to stock of the Corporation generally.
FIFTH : Following the increase in authorized shares as specified in Article Second above and the classification of authorized but unclassified and unissued shares as specified in Article
3 |
|
Third above, the Corporation has authority to issue 7,305,001,000 shares of capital stock, of the par value $.001 each, having an aggregate par value of $7,305,001 . The authorized shares of the Corporation are classified and designated as follows:
Lord Abbett AMT Free Municipal Bond Fund
Class A | 60,000,000 | shares | ||
Class C | 20,000,000 | shares | ||
Class F | 30,000,000 | shares | ||
Class F3 | 30,000,000 | shares | ||
Class I | 30,000,000 | shares | ||
Class T | 30,000,000 | shares |
Lord Abbett California Tax-Free Income Fund
Class A | 60,000,000 | shares | ||
Class C | 20,000,000 | shares | ||
Class F | 30,000,000 | shares | ||
Class F3 | 30,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 30,000,000 | shares | ||
Class T | 30,000,000 | shares |
Lord Abbett High Yield Municipal Bond Fund
Class A | 400,000,000 | shares | ||
Class B | 15,000,000 | shares | ||
Class C | 200,000,000 | shares | ||
Class F | 200,000,000 | shares | ||
Class F3 | 200,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 10,000,000 | shares | ||
Class T | 200,000,000 | shares |
Lord Abbett Intermediate Tax Free Fund
Class A | 400,000,000 | shares | ||
Class B | 20,000,000 | shares | ||
Class C | 200,000,000 | shares | ||
Class F | 300,000,000 | shares | ||
Class F3 | 300,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 10,000,000 | shares | ||
Class T | 300,000,000 | shares |
Lord Abbett National Tax-Free Income Fund
Class A | 300,000,000 | shares | ||
Class B | 20,000,000 | shares | ||
Class C | 50,000,000 | shares |
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Class F | 50,000,000 | shares | ||
Class F3 | 50,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 30,000,000 | shares | ||
Class T | 50,000,000 | shares |
Lord Abbett New Jersey Tax-Free Income Fund
Class A | 80,000,000 | shares | ||
Class F | 30,000,000 | shares | ||
Class F3 | 30,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 30,000,000 | shares | ||
Class T | 30,000,000 | shares |
Lord Abbett New York Tax-Free Income Fund
Class A | 60,000,000 | shares | ||
Class C | 20,000,000 | shares | ||
Class F | 30,000,000 | shares | ||
Class F3 | 30,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class P | 30,000,000 | shares | ||
Class T | 30,000,000 | shares |
Lord Abbett Short Duration High Yield Municipal Bond Fund
Class A | 400,000,000 | shares | ||
Class C | 200,000,000 | shares | ||
Class F | 200,000,000 | shares | ||
Class F3 | 200,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class T | 200,000,000 | shares |
Lord Abbett Short Duration Tax Free Fund
Class A | 400,000,000 | shares | ||
Class B | 1,000 | shares | ||
Class C | 200,000,000 | shares | ||
Class F | 200,000,000 | shares | ||
Class F3 | 200,000,000 | shares | ||
Class I | 100,000,000 | shares | ||
Class T | 200,000,000 | shares |
SIXTH : The Corporation is registered as an open-end investment company under the Investment Company Act of 1940, as amended. The total number of shares of capital stock that the Corporation has authority to issue has been increased by the Board of Directors in accordance with § 2-105(c) of the Maryland General Corporation Law. The shares of stock of the
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Corporation hereby classified as specified in Article Third above have been duly classified by the Board of Directors under the authority contained in the Articles.
SEVENTH : Pursuant to § 2-208.1(d)(2) of the Maryland General Corporation Law, the Articles Supplementary to the Articles set forth herein shall become effective on December 21, 2016.
IN WITNESS WHEREOF, the Corporation has caused these presents to be signed in its name and on its behalf by its Vice President and Secretary and witnessed by its Vice President and Assistant Secretary on December 15, 2016.
LORD ABBETT MUNICIPAL INCOME FUND, INC. | ||
By: | /s/ Lawrence H. Kaplan | |
Lawrence H. Kaplan | ||
Vice President and Secretary |
WITNESS:
/s/ Brooke A. Fapohunda
Brooke A. Fapohunda
Vice President and Assistant Secretary
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THE UNDERSIGNED, Vice President and Secretary of LORD ABBETT MUNICIPAL INCOME FUND, INC., who executed on behalf of said Corporation the foregoing Articles Supplementary, of which this Certificate is made a part, hereby acknowledges, in the name and on behalf of said Corporation, the foregoing Articles Supplementary to be the corporate act of said Corporation and further certifies that, to the best of his knowledge, information and belief, the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under the penalties of perjury.
/s/ Lawrence H. Kaplan
Lawrence H. Kaplan
Vice President and Secretary
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Exhibit 99.28(d)(ix)
Expense Limitation Agreement
This Expense Limitation Agreement (the “Agreement”) is made and entered into this 1st day of February, 2017 between Lord, Abbett & Co. LLC (“Lord Abbett”) and Lord Abbett Municipal Income Fund, Inc. (the “Company”) with respect to Lord Abbett Short Duration Tax Free Fund (“Short Duration Tax Free Fund”), Lord Abbett AMT Free Municipal Bond Fund (“AMT Free Fund”), Lord Abbett High Yield Municipal Bond Fund (“High Yield Municipal Bond Fund”), Lord Abbett Short Duration High Yield Municipal Bond Fund (“Short Duration High Yield Municipal Bond Fund”), Lord Abbett California Tax-Free Income Fund (“California Tax Free Fund”), and Lord Abbett New Jersey Tax-Free Income Fund (“New Jersey Tax Free Fund”).
In consideration of good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:
1. | With respect to Short Duration Tax Free Fund, Lord Abbett agrees for the time period set forth in paragraph 8 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired fund fees and expenses, and interest related expenses, to an annual rate of 0.45% for each class other than Class F3. For the same period, Lord Abbett agrees to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding acquired fund fees and expenses and interest related expenses, to an annual rate of 0.43% for Class F3. |
2. | With respect to AMT Free Fund, Lord Abbett agrees for the time period set forth in paragraph 8 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired fund fees and expenses, and interest related expenses, to an annual rate of 0.40% for each class other than Class F3. For the same period, Lord Abbett agrees to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding acquired fund fees and expenses and interest related expenses, to an annual rate of 0.36% for Class F3. |
3. | With respect to High Yield Municipal Bond Fund, Lord Abbett agrees for the time period set forth in paragraph 8 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, |
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excluding 12b-1 fees, acquired fund fees and expenses, and interest related expenses, to an annual rate of 0.62% for each class other than Class F3. For the same period, Lord Abbett agrees to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding acquired fund fees and expenses and interest related expenses, to an annual rate of 0.58% for Class F3.
4. | With respect to Short Duration High Yield Municipal Income Fund, Lord Abbett agrees for the time period set forth in paragraph 8 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired fund fees and expenses, and interest related expenses, to an annual rate of 0.35% for each class other than Class F3. For the same period, Lord Abbett agrees to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding acquired fund fees and expenses and interest related expenses, to an annual rate of 0.29% for Class F3. |
5. | With respect to California Tax Free Fund, Lord Abbett agrees for the time period set forth in paragraph 8 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired fund fees and expenses, and interest related expenses, to an annual rate of 0.61% for each class other than Class F3. For the same period, Lord Abbett agrees to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding acquired fund fees and expenses and interest related expenses, to an annual rate of 0.58% for Class F3. |
6. | With respect to New Jersey Tax Free Fund, Lord Abbett agrees for the time period set forth in paragraph 8 below to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding 12b-1 fees, acquired fund fees and expenses, and interest related expenses, to an annual rate of 0.62% for each class other than Class F3. For the same period, Lord Abbett agrees to waive all or a portion of its management and administrative services fees and reimburse the Fund’s other expenses to the extent necessary to limit total net annual operating expenses, excluding acquired fund fees and expenses and interest related expenses, to an annual rate of 0.58% for Class F3. |
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7. | To limit each Fund’s total net annual operating expenses as specified above, Lord Abbett will waive the same amount of management and administrative services fees for each share class, but may reimburse different amounts of shareholder servicing expenses for each share class in its sole discretion. |
8. | This Agreement will be effective from February 1, 2017 through January 31, 2019. This Agreement may be terminated only by the Board of Directors of the Company upon written notice to Lord Abbett. |
[ Signatures follow on next page]
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IN WITNESS WHEREOF, Lord Abbett and the Company have caused this Agreement to be executed by a duly authorized member and officer, respectively, to become effective as of the day and year first above written.
Lord Abbett Municipal Income Fund, Inc. |
By: | /s/ Brooke A. Fapohunda |
Brooke A. Fapohunda | |
Vice President and Assistant Secretary |
Lord, Abbett & Co. llc |
By: | /s/ Lawrence H. Kaplan |
Lawrence H. Kaplan | |
Member and General Counsel |
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EXHIBIT A
Amended as of November 30, 2016 1
ENTITY AND SERIES |
TYPE OF
ENTITY |
JURISDICTION | |
Lord Abbett Affiliated Fund, Inc. | Corporation | Maryland | |
Lord Abbett Bond-Debenture Fund, Inc. | Corporation | Maryland | |
Lord Abbett Developing Growth Fund, Inc. | Corporation | Maryland | |
Lord Abbett Equity Trust | Statutory Trust | Delaware | |
Lord Abbett Calibrated Large Cap Value Fund | |||
Lord Abbett Calibrated Mid Cap Value Fund | |||
Lord Abbett Global Fund, Inc. | Corporation | Maryland | |
Lord Abbett Emerging Markets Corporate Debt Fund | |||
Lord Abbett Emerging Markets Currency Fund | |||
Lord Abbett Emerging Markets Local Bond Fund | |||
Lord Abbett Multi-Asset Global Opportunity Fund | |||
Lord Abbett Investment Trust | Statutory Trust | Delaware | |
Lord Abbett Convertible Fund | |||
Lord Abbett Core Fixed Income Fund | |||
Lord Abbett Core Plus Bond Fund | |||
Lord Abbett Diversified Equity Strategy Fund | |||
Lord Abbett Floating Rate Fund | |||
Lord Abbett High Yield Fund | |||
Lord Abbett Income Fund | |||
Lord Abbett Inflation Focused Fund | |||
Lord Abbett Multi-Asset Balanced Opportunity Fund | |||
Lord Abbett Multi-Asset Growth Fund | |||
Lord Abbett Multi-Asset Income Fund | |||
Lord Abbett Short Duration Income Fund | |||
Lord Abbett Total Return Fund | |||
Lord Abbett Ultra Short Bond Fund | |||
Lord Abbett Mid Cap Stock Fund, Inc. | Corporation | Maryland | |
Lord Abbett Municipal Income Fund, Inc. | Corporation | Maryland | |
Lord Abbett AMT Free Municipal Bond Fund | |||
Lord Abbett California Tax-Free Income Fund | |||
Lord Abbett High Yield Municipal Bond Fund | |||
Lord Abbett Intermediate Tax Free Fund | |||
Lord Abbett National Tax-Free Income Fund | |||
Lord Abbett New Jersey Tax-Free Income Fund | |||
Lord Abbett New York Tax-Free Income Fund | |||
Lord Abbett Short Duration High Yield Municipal Bond Fund | |||
Lord Abbett Short Duration Tax Free Fund |
1 As amended on November 30, 2016 to reflect the addition of Lord Abbett Global Core Equity Fund, a series of Lord Abbett Securities Trust.
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AGENCY AGREEMENT
THIS AGREEMENT made the 1st day of January, 2017 (the “Effective Date”), by and among each of the funds within the Lord Abbett Family of Funds, each of such funds to be listed on Schedule A hereto as amended from time to time upon the mutual agreement of the parties, (each, a “Fund” and collectively, the “Funds”), and DST SYSTEMS, INC. , a corporation existing under the laws of the State of Delaware, having its principal place of business at 333 West 11 th Street, 5 th Floor, Kansas City, Missouri 64105 (“DST”):
WITNESSETH:
WHEREAS , DST has provided to the Funds certain services pursuant to that certain Agency Agreement mutually executed by the Funds and DST on April 30, 2010, as amended and supplemented from time to time (the “Prior Agreement”); and
WHEREAS , the Funds and DST mutually desire to execute this Agreement to set forth the terms pursuant to which each Fund appoints DST to be the Fund’s transfer agent, dividend disbursing agent and agent for certain related services (the “Transfer Agent and Dividend Disbursing Agent”) and to perform the services as defined on Schedule B hereto (collectively, the “Services”); and
WHEREAS , the parties intend that this Agreement shall supersede the Prior Agreement and, upon execution hereto, the Prior Agreement shall be deemed by the Funds and DST as terminated and of no further force and effect, and the rights and obligations of the Funds and DST with respect to the Services and related matters shall be as set forth under this Agreement, as may be amended by the parties from time to time; and
WHEREAS , the Funds desires to appoint DST as Transfer Agent and Dividend Disbursing Agent, and DST desires to accept such appointment;
NOW, THEREFORE , in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
1. | Documents to be Filed with Appointment . |
In connection with the appointment of DST as Transfer Agent and Dividend Disbursing Agent for the Funds, the Funds shall provide DST with the following documents: |
A. | A certified copy of the resolutions of each Fund’s Board of Directors or Board of Trustees, as the case may be (each, a “Board of Directors”) appointing DST as Transfer Agent and Dividend Disbursing Agent, approving the form of this Agreement, and designating certain persons to sign stock certificates, if any, and give written instructions and requests on behalf of the Funds; |
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B. | DST acknowledges that in accordance with the Prior Agreement, each Fund has previously provided to DST, either through public filings with the U.S. Securities and Exchange Commission (the “SEC”) and notice to DST of such filing or by other means, the following documentation, which each Fund hereby represents and warrants remains true, accurate, complete and in full force and effect: |
(1) | A copy of the Articles of Incorporation or Agreement and Declaration of Trust, as the case may be, of the Fund and all amendments thereto (the “Charter”); |
(2) | The Bylaws of the Fund; |
(3) | Copies of the Fund’s current registration statement on Form N-1A, as amended (each a “Registration Statement”) filed with the SEC; |
(4) | Specimens of all forms of outstanding stock certificates, if any, in the forms approved by the Fund’s Board of Directors, with a certificate of the Secretary or Assistant Secretary, evidencing such approval; and |
(5) | An opinion of counsel for the Fund with respect to: |
(i) | The Fund’s organization and existence under the laws of its state of organization; |
(ii) | The status under the Securities Act of 1933, as amended, (the “1933 Act”) and any other applicable federal or state statute of all shares of the Funds covered by the appointment of DST; and |
(iii) | Whether all issued shares are, and all unissued shares will be, when issued, validly issued, fully paid and nonassessable. |
C. | Each Fund will make accessible to DST, either through public filings with the SEC and notice to DST of such filing or other reasonable means, copies of its current Charter and Bylaws. Upon request, a Fund will provide copies of (i) its Charter or portions thereof, certified by the applicable Secretary of State (or other appropriate official), and if required by law to be also filed with a county, city or other officer of official body, a certificate of such filing; (ii) any order or consent of a governmental or regulatory authority required by law for the issuance of the stock, certified by the Secretary or Clerk of such governmental or regulatory authority, under proper seal of such authority; and (iii) its Bylaws and amendments thereto and applicable resolutions of its Board of Directors, certified by the Secretary or an Assistant Secretary of the Fund. |
2. | Certain Representations and Warranties of DST . |
DST represents and warrants to the Fund that: |
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A. | It is a corporation duly organized and existing and in good standing under the laws of Delaware; |
B. | It is duly qualified to carry on its business in the State of Missouri; |
C. | It is empowered under the 1933 Act, the Securities Exchange Act of 1934, as amended (the “1934 Act”), the 1940 Act, the Employee Retirement Income Security Act, as amended, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), Title V of the Gramm-Leach-Bliley Act, the Investment Advisers Act of 1940, as amended, the Bank Secrecy Act, as amended (31 U.S.C. 5311- 5314; 5316-5332), as it applies to transfer agents acting as such on behalf of funds, and any rules adopted under the foregoing by the SEC or the U.S. Department of the Treasury, U.S. tax laws, the Maryland Securities Act, the Delaware Statutory Trust Act and any other Federal or State law concerning which the Investment Company Institute issued a general notice and any other laws, rules and regulations of which the Funds have advised DST in writing, as applicable to transfer agency services or as expressly adopted herein, insofar as, with respect to DST, the foregoing relates to the performance of Services by DST on behalf of the Funds under this Agreement (collectively, “Applicable Laws”) and by its Articles of Incorporation and Bylaws to enter into and perform the Services contemplated in this Agreement; |
D. | It is registered as a transfer agent to the extent required under the “1934 Act such registration has not been revoked, suspended or otherwise the subject of any proceeding before the SEC, and DST shall continue to maintain such registration as a transfer agent during the term of this Agreement. DST will promptly notify the Funds in writing in the event of any material change in DST’s status as a registered transfer agent. Should DST fail to be registered with the appropriate federal agency as a transfer agent at any time during the term of this Agreement, the Funds may, on written notice to DST, immediately terminate this Agreement; |
E. | All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; |
F. | It has and will continue to have and maintain any systems, operations, facilities and equipment, and sufficient and valid license (or other legally enforceable rights) in all software, necessary to perform its duties and obligations under this Agreement; and |
G. | It has, and will continue to have and maintain, the necessary personnel to perform the Services contemplated under this Agreement, and such personnel shall have and |
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maintain in good standing during the term of this Agreement all required certificates, licenses or registrations related to their responsibilities in performing the Services; provided, however, that nothing in this Agreement is intended to, nor shall it, require DST to register its personnel with any self-regulatory organizations, unless such registration becomes required under law directly applicable to DST as a result of its registration as a transfer agent under the federal securities laws.
3. | Certain Representations and Warranties of the Funds . |
Each Fund represents and warrants to DST that: |
A. | It is a Maryland corporation or Delaware statutory trust duly organized and existing and in good standing under the laws of the State of Maryland or Delaware, as the case may be; |
B. | It is an open-end diversified management investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”); |
C. | A registration statement under the 1933 Act has been filed and will be effective with respect to all shares of the Fund being offered for sale; |
D. | All requisite steps have been and will continue to be taken to register the Fund’s shares for sale in all applicable states and such registration will be effective at all times shares are offered for sale in such state; and |
E. | Each Fund is empowered under laws applicable to it and by its Charter and/or its Bylaws to enter into and perform this Agreement. |
4. | Certain Covenants of DST and the Funds . |
A. | All requisite steps will be taken by the Funds from time to time when and as necessary to register the Fund’s shares for sale in all states in which the Fund’s shares shall at the time be offered for sale and require registration. If at any time the Fund receives a notice or becomes aware of any stop order or other proceeding in any such state affecting the registration or the sale of the Fund’s shares, or any stop order or other proceeding under the federal securities laws affecting the sale of the Fund’s shares issues, the Fund will give prompt notice thereof to DST. |
B. | Any new fund for which Lord, Abbett & Co. LLC (the “Investment Manager”) (including any subsidiary, parent, affiliate or successor entity of the Investment Manager) serves as the sponsor and investment manager or investment adviser, whether such fund is a separate investment company or a series of a multi-series investment company (each a “New Fund”), may be added to this Agreement by executing and delivering to DST a |
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document accepting this Agreement (including giving effect to all Amendments that have become effective after the Execution Date) and providing any such additional documentation pertaining to the New Fund, as is described in Section 1.B and any other appropriate documentation.
The appointment of DST on behalf of any New Fund shall become effective and such New Fund shall be added to the TA2000 System upon at least ten (10) business days’ prior written notice to DST after DST’s receipt of such document executed by such New Fund or new series of a Fund together with any such additional documentation as is described under Section 1.B above, provided that either (i) the requirements of the new series or fund generally are consistent with the Services then being provided by DST under this Agreement, or (ii) if not so consistent, (a) TA2000 as then constituted can properly provide all the Services required by such New Fund or (b) if the different requirements would entail additional work inconsistent with what’s provided currently, the parties agree to new fees to cover such New Fund. If neither of the foregoing provisos is correct, then such New Fund shall be added to the TA2000 System ten (10) business days after any necessary new functionality is developed and becomes operational. For the avoidance of doubt, this Section 4.B shall not include any investment company for which the Investment Manager serves solely in the capacity of sub-adviser.
C. | DST hereby agrees to perform (1) such transfer agency functions as are set forth in Section 6 and to perform such Services in accordance with Applicable Laws, including, without limitation, Section 17A of the 1934 Act and the rules and regulations promulgated thereunder and (2) such other Services in accordance with the terms and conditions as set forth under this Agreement. |
D. | DST hereby agrees to establish and maintain facilities and procedures reasonably acceptable to the Fund for safekeeping of check forms and facsimile signature imprinting devices, if any; and for the preparation or use, and for keeping account of, such forms and devices. |
E. | In connection with the performance of the Services under this Agreement, DST agrees that it shall be responsible for such items as: |
(1) | That entries in DST’s records, and in the Fund’s records on the TA2000 System created by DST, reflect the orders, instructions, and other information received by DST from the Fund, the Fund’s Investment Manager, the Fund’s principal |
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underwriter and distributor (the “Principal Underwriter”), the Fund’s custodian, or the Fund’s administrator (including any sub-administrator) (each an “Authorized Entity”), broker-dealers or securityholders or their agents, representatives or fiduciaries;
(2) | That securityholder lists, securityholder account verifications, confirmations and other securityholder account information to be produced from the Fund’s records or data maintained on the TA2000 System be available on a reasonable basis and accurately reflect the data in the Fund’s records on the TA2000 System; |
(3) | The accurate and timely issuance of dividend and distribution checks in accordance with instructions received from the Fund and the data in the Fund’s records on the TA2000 System; |
(4) | That redemption transactions and payments be effected timely, under normal circumstances on the day of receipt, and accurately in accordance with redemption instructions received by DST from Authorized Entities, broker-dealers or securityholders or their agents, representatives or fiduciaries and the data in the Fund’s records on the TA2000 System; |
(5) | The deposit daily in the Fund’s appropriate special bank account of all checks and payments received by DST from NSCC, broker-dealers or securityholders for investment in shares; |
(6) | That DST personnel require the forms of instructions, signatures and signature guarantees and any necessary documents supporting the opening of securityholder accounts, transfers, redemptions and other securityholder account transactions required under DST’s present procedures as set forth in its Legal Manual, Third Party Check Procedures, Checkwriting Draft Procedures, Signature Guarantee Procedures, Paperless Legal Program (as defined by the Securities Transfer Association, Inc., and which relies on Medallion Guarantee stamps from the Securities Transfer Agents Medallion Program, the Stock Exchanges Medallion Program and the New York Stock Exchange, Inc. Medallion Signature Program), and Compliance Programs (as that term is defined herein) (collectively the “Safeguard Procedures”) with such changes or deviations therefrom as may be from time to time required or approved by the Fund, the Investment Manager or the Principal Underwriter, or its or DST’s counsel and |
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the rejection of orders or instructions not in good order in accordance with the applicable prospectus or the Safeguard Procedures;
(7) | The maintenance of customary records in connection with its agency, and particularly those records required to be maintained pursuant to subparagraph (2)(iv) of paragraph (b) of Rule 31a-1 under the 1940 Act, if any; and |
(8) | The maintenance of a current, duplicate set of the Fund’s essential records at a secure separate location, in a form available and usable forthwith in the event of any breakdown or disaster disrupting its main operation. |
F. | During the term of this Agreement and for a period of three (3) years immediately following thereafter, each of the parties shall maintain in full force and effect the insurance coverage set forth in on Schedule C. Each party shall be entitled to substitute different insurance carriers at its convenience and without notice to the other party, provided such substitution shall not cause any reduction in coverage or material increase in the deductible amount. The party obtaining such insurance coverage shall pay all premiums that become due and payable in a timely manner and shall notify the other party in the event such party receives any notice or other communication from the issuer of any of the insurance policies that the coverage provided thereby may be subject to termination, suspension or expiration. |
G. | To the extent required by Section 31 of the 1940 Act and the rules thereunder, DST agrees that all records maintained by DST relating to the Securityholders and their transactions in shares of and business with the Funds are the property of the Fund and will be preserved in accordance with this Agreement and will be surrendered promptly to the Fund on request. Such records do not include the formats in which any such records are maintained or any records that are required to be made and maintained by DST, but not the Funds, under Applicable Laws pertaining to DST’s actions and status (or if required to be maintained by both DST and the Funds, DST shall be entitled to retain a copy thereof). |
H. | DST agrees to furnish the Fund with (1) annual reports of its financial condition, consisting of a balance sheet, earnings statement and any other financial information as is made public by DST in connection with the foregoing (which requirement may be satisfied by the posting of such reports on DST’s website) and (2) semi-annually with a copy of a SOC-1 Report issued by DST’s certified public accounting firm pursuant to Rule |
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17Ad-13 under the 1934 Act as filed with SEC. The annual financial statements will be certified by DST’s certified public accountants.
I. | DST represents and agrees that it will use its reasonable efforts to keep current on the trends of the investment company industry relating to securityholder services, including the safeguarding of shareholder information and data, and will use its reasonable efforts to continue to modernize and improve the Services provided under this Agreement. |
J. | Inspections by the Funds . |
(1) | Upon reasonable notice (normally thirty (30) days) and at the sole expense of the Funds, DST will permit, once per year under normal circumstances or, if reasonably warranted, more frequently, the Funds and their authorized representatives (subject to execution of DST’s standard confidentiality and non-use agreement) to make periodic inspections of its facilities and operations as such involves or is utilized by DST to provide the Services to the Funds. Such inspections shall be at reasonable times during normal business hours and subject to the terms and conditions set forth in this Agreement. |
(2) | In conjunction with the foregoing, the Funds shall have the right to conduct (with notice and at such times as provided in Section 4.J.(1) above) inspections of DST’s Information Security Program. Any such inspection may include review of recordkeeping policies and procedures, business continuity policies and procedures, information security policies and procedures, review of process for maintenance of configurations, process for audit logging, and process to maintain systems and software used by DST, solely as they pertain to DST’s provision of Services to the Funds under this Agreement. All such inspections shall be coordinated through DST’s Internal Audit Office, and DST shall be entitled to observe all inspection activity. The Funds agree that they will not perform any action during an inspection that may interfere with the uptime, stability or smooth and efficient operation of any DST facility or operations or attempt access any DST facility or operations then being used for the benefit of or otherwise engaged in the business of, or any data and information belonging to, another DST client. |
(3) | For the avoidance of doubt, nothing in this Agreement, including the foregoing, is intended to, nor does it, require DST to make available for inspection by the Funds or their authorized representatives in connection with any inspection by |
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the Funds or their authorized representatives (not including any government examiners) any of DST’s operations, data, or records to the extent pertaining to, used in connection with DST’s provision of services to, or otherwise belonging or relating to other DST clients (including information regarding DST’s fees and charges for DST’s services on behalf of such other clients), and the Funds and their authorized representatives agree not to knowingly seek to access or obtain such information and to immediately cease any activities upon seeing any other DST Client’s name on any material, media or screens they might access and to return any data unread except as necessary to determine it related to someone other than the Funds, their Affiliates, agents, business partners or the securityholders of the Funds. Additionally, nothing contained herein shall require DST to provide to the Funds internal audit reports, penetration test results, or other highly sensitive information that DST does not make available to any of its other DST customers.
(4) | In no event will DST’s support of audits under this Section J entail more than 40 hours per year. |
K. | Inspections by Government Examiners . |
(1) | DST will permit the staff of the SEC and any other duly authorized federal examiners (including, for this purpose, examiners from the Financial Industry Regulatory Authority) to have access to and make periodic inspections of its operations to the extent necessary to obtain information and records relating to DST’s performance of Services on behalf of the Funds. For the avoidance of doubt, DST will permit such inspections in order to allow such federal examiners to inspect and obtain, inter alia , information and records relating to DST’s performance of its obligations under the Compliance Programs implemented on behalf of the Funds. |
(2) | DST will permit the Internal Revenue Service and any other tax authority to inspect its operations in connection with examinations by any such authority of DST’s or other taxpayer’s compliance with the tax laws. |
(3) | The costs of each such inspection and examination shall be paid by the Funds, provided that the examination relates solely to DST’s performance of Services on behalf of the Funds under this Agreement. |
5. | Scope of Appointment . |
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A. | Subject to the conditions set forth in this Agreement, the Fund hereby appoints DST as Transfer Agent and Dividend Disbursing Agent. |
B. | DST hereby accepts such appointment and agrees that it will act as the Fund’s Transfer Agent and Dividend Disbursing Agent. DST agrees that it will also act as agent in connection with the Fund’s periodic withdrawal payment accounts and other open accounts or similar plans for securityholders, if any. |
C. | Unless otherwise expressly limited by the resolution of appointment or by subsequent action by the Fund, the appointment of DST as Transfer Agent and Dividend Disbursing Agent will be construed to cover the full amount of authorized stock of the class or classes for which DST is appointed as the same will, from time to time, be constituted, and any subsequent increases in such authorized amount. |
D. | DST acknowledges the receipt from each Fund the Account Records previously utilized by DST, and that the Account Records are generally adequate to continue to perform the Services. |
6. | Transfer Agent and Dividend Distribution Agent and Other Services . |
A. | DST, as Transfer Agent and Dividend Disbursing Agent for the Fund, and as agent of the Fund for securityholder accounts thereof, will perform the Services, as set forth on Schedule B, utilizing TA2000 TM , DST’s computerized data processing system for securityholder accounting (the “TA2000 System”), and/or such other DST systems as then constituted and configured, in accordance with the terms and conditions of this Agreement. DST shall be obligated and liable to perform on those Services set forth in this Agreement and its attached Schedules and Exhibits, as they may be amended or added in a written document executed by an authorized officer of each party. |
B. | Among the Services to be performed by DST pursuant to this Agreement, DST shall be responsible for the withholding, as required by federal law, taxes on securityholder accounts, preparing, filing and mailing Internal Revenue Service Forms 1099, 1042, and 1042S and performing and paying backup withholding as required for all securityholders. |
C. | The provisions of this Section 6.C that follow this sentence shall take precedence over and shall govern in the event of any inconsistency between such provisions and any other provisions of this Agency Agreement or any provisions of any exhibit or other attachment to this Agency Agreement (or any provisions of any attachment to any such exhibit or attachment). The parties agree that – to the extent that DST provides any |
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services under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 6.B – it is the parties’ mutual intent that DST will provide only printing, reproducing, and other mechanical assistance to the Fund and that DST will not make any judgments or exercise any discretion of any kind, and particularly that DST will not make any judgments or exercise any discretion in: (1) determining generally the actions that are required in connection with such compliance or determining generally when such compliance has been achieved; (2) determining the amounts of taxes that should be withheld on securityholder accounts (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Fund); (3) determining the amounts that should be reported in or on any specific box or line of any tax form (except to the extent of making mathematical calculations of such amounts based on express instructions provided by the Fund which among other things identify the specific boxes and lines into which amounts calculated by DST are to be placed); (4) classifying the status of securityholders and securityholder accounts under applicable tax law (except to the extent of following express instructions regarding such classification provided by the Fund); and (5) paying withholding and other taxes, except pursuant to the express instructions of the Fund. The Fund agrees that it will provide express and comprehensive instructions to DST in connection with all of the services that are to be provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law (including without limitation the services described in Section 6.B, including promptly providing responses to requests for direction that may be made from time to time by DST of the Fund in this regard.
D. | In accordance with the provisions of Section 11 of this Agreement, DST shall use reasonable efforts to provide, reasonably promptly under the circumstances, the same Services with respect to any new, additional functions or features or any modifications, enhancements, improvements or changes to existing functions or features. If any addition to, improvement of, or change in the features and functions currently provided by the TA2000 System or the operations as requested by the Fund requires an enhancement or modification to the TA2000 System or to DST’s internal operations as presently conducted by DST, DST shall not be liable therefore until such modification or enhancement is installed on the TA2000 System or new mode of operation is instituted. |
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E. | Shares of stock will be transferred or accepted for redemption and funds remitted therefore upon surrender of the shares, and if such shares were issued in certificated form, the surrender of old certificates, in form or receipt by DST of instructions deemed by DST properly endorsed for transfer or redemption accompanied by such documents as DST may deem necessary to evidence the authority of the person making the transfer or redemption. DST reserves the right to refuse to transfer or redeem shares, whether in certificated or book entry form, until it is satisfied that the endorsement or signature on the certificate, instruction or any other similar document is valid and genuine, and for that purpose it may require a guaranty of signature in accordance with the Safeguard Procedures. DST also reserves the right to refuse to transfer or redeem shares until it is satisfied that the requested transfer or redemption is legally authorized, and it will incur no liability for the refusal in good faith to make transfers or redemptions which, in its judgment, are improper or unauthorized. In cases in which DST is not directed or otherwise required to maintain the consolidated records of securityholders’ accounts, DST will not be liable for any loss which may arise by reason of not having such records. |
F. | In case of any request or demand for the inspection of the stock books of the Fund or any other books in the possession of DST, DST will endeavor to notify the Fund and to secure instructions as to permitting or refusing such inspection. DST reserves the right, however, to exhibit the stock books or other books to any person in case it is advised by its counsel that it may be held responsible for the failure to exhibit the stock books or other books to such person. |
G. | Pursuant to the authority previously granted to DST by the Funds, DST has agreed to and has established and shall continue to maintain on behalf of and in the name of the Funds banking relationships with UMB Bank, n.a. for the conduct of the business of the Fund. Notwithstanding the foregoing, the Funds may, in their sole discretion, select a bank other than UMB Bank, n.a. for the conduct of the business of the Fund, at which time the Funds shall provide DST with the requisite authority to establish and maintain the required banking relationships with the new bank. Under the aforementioned agreement with UMB, or any other agreement entered into in the future with a new bank in lieu of UMB, DST is authorized (1) to agree to the Banks documents necessary to and to establish in the name of, and to maintain on behalf of, the Fund, on the usual terms and conditions prevalent in the industry, including limits or caps based on fees |
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paid over some period of time on the maximum liability of such Banks, as hereinafter defined, one or more deposit accounts at a nationally or regionally known banking institution (the “Bank”) into which DST shall deposit the funds DST receives for payment of dividends, distributions, purchases of Fund shares, redemptions of Fund shares, commissions, corporate re-organizations (including recapitalizations or liquidations) or any other disbursements made by DST on behalf of the Fund provided for in this Agreement, (2) to draw checks upon such accounts, to issue orders or instructions to the Bank for the payment out of such accounts as necessary or appropriate to accomplish the purposes for which such funds were provided to DST, and (3) to establish, to implement and to transact Fund business through Automated Clearinghouse (“ACH”), Draft Processing, Wire Transfer and any other banking relationships, arrangements and agreements with such Bank as are necessary or appropriate to fulfill DST’s obligations under this Agreement. DST, acting as agent for the Fund, is also hereby authorized to execute on behalf and in the name of the Fund, on the usual terms and conditions prevalent in the industry, including limits or caps based on fees paid over some period of time on the maximum liability of such Banks, agreements with banks for ACH, wire transfer, draft processing services, as well as any other services which are necessary or appropriate for DST to utilize to accomplish the purposes of this Agreement. In each of the foregoing situations, the Fund shall be liable on such agreements with the Bank as if it itself had executed the agreement. DST shall not be liable for any losses arising out of or resulting from actions, errors or omissions of the Bank; provided, however, that DST shall have acted in good faith, with due diligence and without negligence.
H. | DST shall provide certain of the services outlined in Schedule B (the “Print Services”) through contract with Broadridge Customer Communications, LLC, or its subsidiaries (collectively, “Broadridge”). The Print Services will be provided at fees and charges consistent with past practices. DST’s obligation to provide the Print Services is limited to a period of twelve (12) months from the date hereof, after which the Funds will be responsible for obtaining the Print Services directly from Broadridge or another print vendor. DST will use reasonable efforts to assist the Funds in arranging for the provision of such services directly to the Funds following such period, whether by Broadridge or another party. |
I. | Additionally, the parties acknowledge and agree that DST will continue to provide e-Presentment services in the manner in which and for the fees for which it has provided |
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such services in the period immediately preceding the inception of this Agreement. The parties will negotiate in good faith over a period of ninety (90) days from the date hereof, to document the e-Presentment services and fees consistent with past practice.
7. | Increase in Authorized Shares. |
In the event that a Fund that is a Maryland corporation increases its shares, the Fund shall make available to DST, upon request, a true and correct copy of the Charter document authorizing the increase of shares and, upon DST’s reasonable request and consistent with Section 1.B.5, any opinion of counsel that the Fund has obtained in connection with such increase. |
8. | Instructions, Opinion of Counsel and Signatures . |
At any time DST may apply to any person authorized by the Fund to give instructions to DST, and may with the approval of a Fund officer consult with legal counsel for the Fund at the expense of the Fund, or with DST’s outside legal counsel at the expense of the Fund only if the Fund fails to provide DST answers or instructions within a reasonable period of time after DST’s request, with respect to any matter arising in connection with the agency; DST will not be liable for any action taken or omitted by it in good faith in reliance upon such instructions or, in the case of consultations with legal counsel as provided above, upon the opinion of such counsel. In connection with services provided by DST under this Agency Agreement that relate to compliance by the Fund with the Internal Revenue Code of 1986 or any other tax law, including without limitation the services described in Section 6.B, DST shall have no obligation to continue to provide such services after it has asked the Fund to give it instructions which it believes are needed by it to so continue to provide such services and before it receives the needed instructions from the Fund, and DST shall have no liability for any damages (including without limitation penalties imposed by any tax authority) caused by or that result from its failure to provide services as contemplated by this sentence. DST will be protected in acting upon any paper or document reasonably believed by it to be genuine and to have been signed by the proper person or persons and will not be held to have notice of any change of authority of any person, until receipt of written notice thereof from the Fund. It will also be protected in recognizing stock certificates which it reasonably believes to bear the proper manual or facsimile signatures of the officers of the Fund, and the proper countersignature of any former transfer agent or registrar, or of a co-transfer agent or co-registrar. |
9. | Provisions Relating to DST Compliance Programs, Policies and Procedures . |
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A. | DST Compliance + Program . DST shall assist the Funds to fulfill the Funds’ responsibilities under certain provisions of USA PATRIOT Act, Sarbanes-Oxley Act, Title V of Gramm Leach Bliley Act, the 1933 Act, the 1934 Act, and the 1940 Act, including, inter alia , Rule 38a-1 under the 1940 Act, by implementing on behalf of the Funds DST’s Compliance +™ program (the “Compliance + Program”), a compliance program that focuses on certain business processes that represent key activities of the transfer agent/service provider function, including but not limited to anti-money laundering, certificate processing, correspondence processing, fingerprinting, lost securityholder processing, reconciliation and control, transaction processing, customer identification, transfer agent administration and safeguarding fund assets and securities. |
B. | DST Compliance Programs . A current copy of the Compliance + Program is attached hereto as Exhibit 1. The Compliance + Program, including the anti-money laundering functions and Services provided thereunder, the DST Identity Theft Prevention Program and the DST Information Security Program (each, as defined below) are collectively referred to as the “Compliance Programs.” The policies and procedures referred to in the Compliance Programs are subject to change at any time in DST’s sole discretion, provided that the protections afforded thereby will not be diminished in comparison with those provided by DST to the Funds prior to the execution of this Agreement. |
C. | Compliance Obligations of the Funds . Notwithstanding the foregoing, DST’s obligations shall be solely as are set forth in this Agreement and in the Compliance Programs, as attached hereto and as amended from time to time in accordance herewith. The Funds acknowledge that any of obligations under any law or regulation that are applicable to the Funds and that DST has not agreed to perform on the Fund’s behalf under this Agreement, including any schedules or exhibits thereto, remain the Funds’ sole obligation. |
D. | Anti-Money Laundering and Customer Identification Program . In connection with (1) the regulations promulgated by the U.S. Department of the Treasury and/or SEC implementing certain sections of Title III of the USA PATRIOT Act of 2001, as may be amended from time to time, and (2) the various rules and regulations promulgated by the Office of Foreign Assets Control of the U.S. Department of the Treasury, as such regulations are applicable to the Funds (collectively, the “AML Regulations”), DST has implemented and shall provide on behalf of the Funds certain anti-money laundering functions as set forth in the Compliance + Program. The Funds hereby are contractually |
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delegating to DST, and DST hereby accepts such contractual delegation, to implement the AML portions of the Compliance + Program on behalf of the Funds in accordance with the terms of this Agreement.
E. | Identity Theft Prevention Program . In connection with the regulations promulgated jointly by the Federal Trade Commission and several other federal agencies implementing Sections 114 and 315 of the Fair and Accurate Credit Transactions Act of 2003, as may be amended from time to time (the “Identity Theft Regulations”), DST has implemented an identity theft prevention program, a current copy of which is attached hereto as Exhibit 2 and incorporated herein (the “Identity Theft Prevention Program”). The policies and procedures referred to in the Identity Theft Prevention Program are subject to change at any time in DST’s sole discretion, provided that the protections afforded thereby will not be diminished in comparison with those provided by DST to the Funds prior to the execution of this Agreement. |
F. | Information Protection Program . DST has implemented and throughout the term of this Agreement shall, in connection with its performance of Services, comply with the DST Information Protection Program; of which is attached hereto as Exhibit 3 and is incorporated herein. The policies and procedures referred to in DST’s Information Protection Program are subject to change at any time in DST’s sole discretion, provided that the protections afforded thereby will not be diminished in comparison with those provided by DST to Client prior to the execution of this Agreement. DST will be reasonably available to meet with and provide reasonable assurances to Client concerning its data security procedures. Upon reasonable request of the Funds, DST agrees to provide the Funds with a completed information security questionnaire in a form that is mutually agreeable to DST and the Funds. |
G. | Changes or Modifications to the Compliance Programs or Safeguard Procedures . The Funds acknowledge that DST reserves and retains the right to modify the Compliance Programs and Safeguard Procedures in DST’s sole but reasonable discretion and without prior notice to the Funds, provided that: (a) DST reasonably believes that the modification will not cause the Compliance Programs or the Safeguard Procedures to become non-compliant with Applicable Laws; and (b) any of the anticipated protections afforded to the Funds and the Services provided under the Compliance Programs or Safeguard Procedures will not be adversely impacted or lessened. |
H. | Certain Covenants of DST Regarding its Compliance Programs . |
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(1) | DST shall implement the policies and perform the procedures set forth in the Compliance Programs and shall implement and maintain internal controls and procedures reasonably necessary to insure that DST’s employees, including any sub-contractors selected by DST, act in accordance with the Compliance Programs. |
(2) | Neither the SEC, nor any of federal and state bank regulatory agency examiners nor any other government agency examiners (collectively, “Government Examiners”) have cited any material deficiencies in the Compliance Programs, each as currently constituted, and DST’s testing and maintenance thereof. |
(3) | If, in the future, any report issued by a Government Examiner(s) in connection with an examination of DST’s Compliance Program(s) cites any material deficiencies in any of the Compliance Programs or the testing and maintenance thereof pertaining to any Services provided under this Agreement or DST Facility utilized in the provision of such Services regardless of whether or not such deficiency specifically relates to DST’s provision of Services to the Funds, DST shall, unless otherwise specifically prohibited by law, rule or regulation or the instruction of a Government Examiner: (a) promptly notify the Chief Compliance Officer of the Funds (and, if the deficiency relates to the AML Program, also provide notification to the Funds’ anti-money laundering officer); (b) correct any such material deficiencies as soon as is reasonably practicable; and (c) provide the Chief Compliance Officer of the Funds a written summary of such corrective measures. |
(4) | DST shall use reasonable efforts to ensure that the Safeguard Procedures continue to comport materially with Applicable Laws to the extent applicable to DST’s performance of the Services (including any implementing regulations thereunder) promulgated subsequent to the Effective Date. |
(5) | In connection with the Funds oversight of DST’s implementation of the Compliance Programs on behalf of the Funds, and in addition to the reporting obligation set forth under Section 9.H.(3), DST shall report pursuant to Schedule D hereto. |
(6) | DST shall provide the Funds annually with an attestation (the “Attestation”) from an independent public accountant reporting the results of such accountant’s annual examination as to whether DST’s controls, as described by |
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DST, “were suitably designed as of [the date of the Attestation] to provide reasonable assurance that the specified compliance control objectives” as established and described by DST would be achieved under stated circumstances and were “operating with sufficient effectiveness to provide reasonable assurance that the specified compliance control objectives were achieved” during the period covered by the Attestation as required of the Funds under Section 38a-1 of the 1940 Act, except as the representations in such Attestation require qualification as to specific instances. A sample copy of a Prior Attestation has been provided to the Funds. As the controls can change regularly and the form of the Attestation is solely within the control of the accountant, the Funds acknowledge that DST cannot provide any warranties or covenants as to the form of the Attestation and the specific language used by the accountant from year to year.
(7) | DST agrees to provide reports and information as may be reasonably necessary for the Funds to fulfill their obligations under Rule 38a-1 under the 1940 Act in connection with the Services DST performs under this Agreement. DST shall provide such reports and information at no additional charge or cost to the Funds, provided that such reports are readily available under the DST systems. Any other reports and information will be provided upon request on a reasonable efforts basis. |
(8) | DST shall not make any changes or modifications to the Safeguard Procedures or the Compliance Programs except as provided under Section 9.G of this Agreement. |
10. | Books and Records . |
A. | Preparation and Maintenance of Books and Records . |
DST shall prepare and maintain in complete and accurate form, in accordance with Applicable Laws, all books and records required of it pursuant to this Agreement, and all books and records as necessary for it to serve as the Transfer Agent and Dividend Disbursing Agent for each Fund, including (1) books and records required to be prepared and maintained by a Fund and (2) such books and records as are necessary for DST to perform all of the services it agrees to provide in this Agreement, including Schedule B.
B. | Disposition of Books, Records and Canceled Certificates . |
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DST may send periodically to the Fund, or to where designated by the Secretary or an Assistant Secretary of the Fund, all books, documents, and all records no longer deemed needed for current purposes and stock certificates which have been canceled in transfer or in exchange, upon the understanding that such books, documents, records, and stock certificates will be maintained by the Fund under and in accordance with the requirements of Section 17Ad-7 adopted under the 1934 Act, including by way of example and not limitation Section 17Ad-7(g) thereof. Such materials will not be destroyed by the Fund without the consent of DST (which consent will not be unreasonably withheld), but will be safely stored for possible future reference. |
C. | Access and Availability of Books and Records . |
DST agrees that all books and records prepared or maintained by DST specifically related to a Fund (“Fund Books and Records”), including books and records required by Section 31 of the 1940 Act and the rules thereunder, are the property of the Fund and will be preserved, maintained and made available in accordance with this Section 10. In addition to permitting inspections and audits as provided in Section 4.J., DST agrees that it will surrender promptly, at the Fund’s sole cost and expense, Fund Books and Records to a Fund or to an authorized person identified in Schedule F (an “Authorized Person”) upon request, as permitted by Applicable Laws and audit requirements. (If required to be maintained by both DST and the Funds, DST shall be entitled to retain a copy thereof.) Upon reasonable request of either a Fund or an Authorized Person, DST shall provide, at the Fund’s sole cost and expense, printouts of Fund Books and Records in its possession or control. Return or provision of copies of Fund Books and Records will be subject to a mutually agreed upon Statement of Work.
11. | Changes and Modifications to DST System and Procedures . |
A. | During the term of this Agreement DST will use on behalf of the Fund, unless otherwise ordered by the Funds, all modifications, enhancements, improvements or changes in existing functions and features (collectively “Improvements”), and additions of new functions and features (“New Developments”), which DST may make to the TA2000 System in the normal course of its business that are applicable to Services provided by DST to the Funds at the Effective Date or thereafter added to such Services with the mutual agreement of the parties. These Improvements or New Developments shall be provided regardless of whether such Improvements or New Developments are occasioned by (i) maintenance or improved efficiencies in existing systems applications, |
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(ii) new laws, rules or regulations or changes in existing laws, rules or regulations, (iii) the addition of new functions and features, or (iv) mutually agreed to Fund requested changes (either by means of a change in a Fund prospectus or by direct request). The Funds shall not be responsible for costs associated with any Improvements or New Developments to existing functions or features that are necessary or advisable in order maintain the level of Services at the level performed by DST on the Effective Date, except to the extent otherwise provided in the Fee Schedule set forth as Schedule E.
B. | Subject to the terms and conditions set forth under Section 9.G (regarding changes or modifications to Safeguard Procedures or Compliance Programs), DST shall have the right, at any time and from time to time, to alter and modify any systems, programs, procedures or facilities used or employed in performing its duties and obligations hereunder; provided that: (1) the Fund will be notified as promptly as possible prior to implementation of such alterations and modifications, but in no event less than five (5) business days prior to such alteration or modification; and (2) no such alteration or modification or deletion shall materially adversely change or affect the operations and procedures of the Fund in using or employing the TA2000 System or other DST systems hereunder or the reports to be generated by such system and facilities hereunder, unless the Fund is given at least sixty (60) days prior notice to allow the Fund to change its procedures and, where appropriate, DST provides the Fund with revised operating procedures and, to the extent appropriate, controls. |
C. | DST acknowledges and agrees that the Funds may require a period of at least thirty (30) days after receipt of notification of an alteration or modification, as contemplated under this Section 11, for the purpose of conducting testing related to the proposed alteration or modification. |
D. | Notwithstanding anything to the contrary under this Section 11, DST shall not make any changes or modifications to Safeguard Procedures or Compliance Programs unless such alterations or changes conform to the terms and conditions set forth under Section 9.G. |
E. | The Funds acknowledge and agree that they obtain no rights in or to the TA2000 System, including any of the software, screen and file formats, hardware, processes, trade secrets, proprietary information, or distribution and communication networks of DST, and any Confidential Information of DST, enhancements, improvements, changes, modifications or new features added to the TA2000 System, and that the TA2000 shall remain, the confidential and exclusive property of, and proprietary to, DST; provided, |
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however, that the Funds shall be entitled to receive the benefit of DST’s use of the modified TA2000 System in accordance with the terms and conditions set forth in this Agreement and any schedules thereto.
12. | Assumption of Duties By the Fund or Agents Designated By the Fund . |
A. | The Fund or its designated agents other than DST may assume certain duties and responsibilities of DST or those services of Transfer Agent and Dividend Disbursing Agent as those terms are referred to in Section 6. of this Agreement including but not limited to answering and responding to telephone inquiries from securityholders and brokers, accepting securityholder (including securityholder agents, representatives and fiduciaries) and broker instructions (either or both oral and written) and transmitting orders based on such instructions to DST, preparing and mailing confirmations, obtaining certified TIN numbers, classifying the status of securityholders and securityholder accounts under applicable tax law, establishing securityholder accounts on the TA2000 System and assigning social codes and Taxpayer Identification Number codes thereof, and disbursing monies of the Fund, said assumption to be embodied in writing to be signed by both parties. |
B. | To the extent the Fund or its agent or affiliate assumes such duties and responsibilities, DST shall be relieved from all responsibility and liability therefor and is hereby indemnified and held harmless against any liability therefrom and in the same manner and degree as provided for in Section 17 hereof. |
13. | Subcontractors . |
DST shall not engage any subcontractor to perform all or any part of the Services on DST’s behalf (other than a DST affiliate legally authorized to provide such Services) without the Funds’ prior written consent. In the event that the Funds consent to DST’s engagement of a Subcontractor to perform any portion of the Services and DST so engages the Subcontractor, DST shall be responsible for, and shall (a) comply with Applicable Laws relating to the use of any Subcontractors, including, without limitation, Regulation S-P and Rule 17Ad-7(g) under the 1934 Act and (b) meet all of DST’s obligations and warranties with respect to the Services, DST Facilities and DST’s Premises as to work conducted by the Subcontractor. DST shall guarantee, and be fully liable for, all actions and omissions of the Subcontractors under any such agreements, and to the extent provided for under this Agreement: (y) DST shall indemnify the Funds for any Losses (as defined under Section 17) resulting from the Subcontractors actions or omissions to the same extent DST would be liable to indemnify the Funds if DST’s own actions or |
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omissions gave rise to the Losses, and (z) the Funds shall indemnify such Subcontractors for any Losses resulting from the Subcontractors actions or omissions to the same extent the Funds would be liable to indemnify DST if DST had performed the actions or made the omissions that gave rise to the Losses. Notwithstanding anything to the contrary, DST may employ its Affiliates as subcontractors hereunder provided that the requirements of clauses (a) and (b) above are met and that DST guarantees and remains fully liable for all actions of such Affiliates.
14. | Third Party Vendors. |
Nothing herein shall impose any duty upon DST in connection with or make DST liable for the actions or omissions to act of the following types of unaffiliated third parties: (a) courier and mail services including but not limited to Airborne Services, Federal Express, UPS and the U.S. Mails, (b) telecommunications companies including but not limited to AT&T, Sprint, MCI and other delivery, telecommunications and other such companies not under the party’s reasonable control, and (c) third parties not under the party’s reasonable control or subcontract relationship providing services to the financial industry generally, such as, by way of example and not limitation, the National Securities Clearing Corporation (processing and settlement services), Fund custodian banks (custody and fund accounting services) and administrators (blue sky and Fund administration services), and national database providers such as Choice Point, Acxiom, TransUnion or Lexis/Nexis and any replacements thereof or similar entities, provided, if DST selected such company, DST shall have exercised due care in selecting the same. Such third party vendors shall not be deemed, and are not, subcontractors for purposes of this Agreement. |
15. | Business Contingency Plan and Force Majeure . |
A. | Business Contingency Plan. |
(1) | DST shall maintain during the term of this Agreement, and shall perform the Services consistent with, a disaster recovery and business contingency plan to address the continuity of DST’s performance of those of the Services to be recovered under the Plan in the event of a contingency that renders unavailable any or all of DST Facilities necessary for supporting DST’s performance of those Services under this Agreement (the “Business Contingency Plan”). DST shall cause the Business Contingency Plan to describe in reasonable detail the back-up operations and activities to be performed under the Business Contingency Plan. |
(2) | DST has delivered to the Funds a copy of the executive summary of the current Business Contingency Plan as currently in effect. In the event of an emergency |
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requiring activation of the Business Contingency Plan, DST will use its best efforts within commercially reasonable limits to fulfill its obligations under this Agreement through such Business Contingency Plan. The Business Contingency Plan, shall consist of the components set forth on the Components of the Business Contingency Plan, a current copy of which has been provided to the Funds. The policies and procedures referred to in the Business Contingency Plan are subject to change at any time in DST’s sole discretion, provided that the protections afforded thereby will not be diminished in comparison with those provided by DST to the Funds prior to the execution of this Agreement.
(3) | DST shall update the Business Contingency Plan, and all related Services, when required by Applicable Laws and shall provide updated copies of the executive summary of such Business Contingency Plan promptly to the Funds upon request, explaining the changes. |
(4) | DST shall promptly address, and as soon as is reasonably practicable correct, any material deficiencies in such Business Contingency Plan and its testing and maintenance, which may be cited in the future by any Government Examiners that periodically examine DST’s operations in the report of examination issued by them. |
(5) | DST shall not be entitled to any additional Fees (as defined under Section 16) in connection with any back-up or disaster recovery Services except as and to the extent provided on the Fee Schedule (as defined under Section 16) |
B. | Force Majeure. |
(1) | Nothing in this Agreement is intended to, nor does it, constitute an agreement that the provision of Services will not be degraded in the event of an emergency requiring activation of the Business Contingency Plan. |
(2) | The parties shall not be responsible or liable for their failure or delay in performance of their obligations under this Agreement arising out of or caused by circumstances beyond their reasonable control, including, without limitation, earthquakes, floods, fires, tornadoes, or similar acts of God, any interruption, loss or malfunction or any utility, transportation, communication service, delay in mails, functions or malfunctions of the Internet, changes in governmental or exchange action, statute, ordinance, rulings, regulation or direction, war, strike, riot, emergency, technology attacks (e.g., external hacking, distributed denial of |
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service attacks, viruses and worms) that are zero-day vulnerabilities determined in accordance with industry standards and that DST has not effectively countered despite compliance with the Compliance Programs, civil disturbance, terrorism, vandalism or explosions; provided, however, that in order to be so excused from such failure or delay to perform, the party so affected must (a) give notice of the cause of such failure or delay to the other party as promptly as practicable, (b) act diligently to remedy the cause of such failure or delay, and (c) execute all reasonable actions as may be appropriate to continue performance under this Agreement. The parties acknowledge that such circumstances beyond DST’s control include circumstances that may give rise to or cause DST’s intentionally making the TA2000 System unavailable.
(3) | Notwithstanding the provisions of this Section 15, DST shall not be excused for its failure or delay in the performance of its obligations under this Agreement to the extent that the cause of such failure or delay is an event that the contingencies implemented in connection with the Business Contingency Plan (including, without limitation, contingencies arranged with the Disaster Recovery Provider and the Crisis Management Center) are intended to mitigate, unless such failure or delay also impairs the contingency contemplated by the Business Contingency Plan to mitigate such cause. This section shall not apply to and shall not excuse failures to perform to the extent such failures would not have occurred had DST (1) provided reasonable maintenance of equipment and installed and maintained an uninterrupted power supply facility (UPS) unless such UPS facility fails, is insufficient or is damaged through no fault of DST or (2) made and implemented modifications as contemplated in this Agreement. |
16. | Compensation and Expenses . |
A. | In consideration for DST’s proper performance of the Services, the Funds shall pay to DST the fees set forth on Schedule E (the “Fee Schedule”), which is attached hereto and incorporated herein as if fully set forth in this Agreement. The Fee Schedule sets forth, inter alia , all the fees currently to be paid to DST by the Funds in consideration for all the Services currently to be provided by DST to the Funds pursuant to this Agreement, and the parameters pursuant to which such fees may be adjusted during the term of this Agreement (the “Fees”). |
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B. | The Funds agree to reimburse DST for all reasonable out-of-pocket direct expenses or disbursements incurred by DST in connection with the performance of the Services set forth on the Fee Schedule and for any other reasonable out-of-pocket expenses or disbursements incurred by DST in connection with the performance of the Services approved in advance by an Authorized Person (the “Expenses”). |
C. | DST shall cause any invoice for Fees delivered pursuant to Section 16.D below to itemize any Expenses eligible to be reimbursed pursuant to this Section 16, in such detail as the Funds have advised DST in advance that they reasonably require and to include such additional and available documentation supporting such reimbursements as the Funds may reasonably require. The Funds shall have the option of deferring reimbursement of any portion of Expenses for which DST fails to provide adequate detail or documentation in accordance with the Funds’ prior instructions (without incurring any obligation for overdue payments under Section 16.E) until such detail or documentation is provided. For purposes of this Section 16, “adequate detail or documentation” shall mean such detail or documentation that an objective reasonable observer would agree reasonably supports the charges. Expenses disputed in good faith shall be paid on the Due Date (as defined below) applicable to the original but defective invoice or within ten (10) days of receipt of adequate detail or documentation by the Funds, which ever such date is later (such date constituting the Due Date as to Expenses previously disputed in good faith). |
D. | DST shall prepare and deliver to the Funds an invoice, no later than the 25th day of each calendar month, for the payment of all Fees, and the reimbursement of all Expenses, properly due and payable for the preceding calendar month. Upon the Funds’ request, DST shall meet with the Funds and review any reasonable questions or concerns regarding any invoice. The Funds shall promptly notify DST (in no event later than fourteen (14) days after receipt of the invoice) in the event that any amount set forth on any invoice for Fees or Expenses is in dispute. The Funds and DST shall cooperate in good faith to investigate any such dispute and endeavor to resolve amicably the circumstances surrounding such dispute, which resolution shall be deemed to occur, in the event the dispute arises due to insufficient detail or documentation, upon the presentation by DST of adequate detail or documentation, and establish a suitable amount to be paid; otherwise, if the parties are unable to resolve any such dispute, it |
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shall be subject to the dispute resolution procedures set forth in Section 23 of this Agreement.
E. | Except to the extent of any disputes pending pursuant to Section 16.D above, the Funds shall pay to DST all Fees, and reimburse all Expenses, properly due and payable within thirty (30) days from the date the Funds receive an invoice from DST, properly supported, for such Fees and Expenses (the “Due Date”). Where an invoice contains disputed and undisputed amounts, the Funds shall pay the undisputed amounts by the Due Date. In the event that any undisputed amounts due hereunder are not received by DST by the Due Date, the Funds shall pay to DST a late charge equal to the lesser of the maximum amount permitted by applicable law or the product one and one-half percent (1.5%) per month times the amount overdue times the number of whole or partial (pro-rated) months from the Due Date up to and including the day on which payment is received by DST. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of late payment and is not a penalty. Acceptance of such late charge shall not prevent DST from exercising any other rights and remedies available to it arising out of such late payment. |
F. | The existence of any overdue payment obligation with respect to Expenses shall not constitute a basis on which DST may suspend, alter or otherwise disrupt DST’s timely and consistent performance of the Services under this Agreement, unless such payment (excluding disputed amounts) are overdue by more than sixty (60) days. No overdue payment obligation shall constitute a basis for the termination, or attempted termination, of this Agreement by DST unless such payment obligation remains overdue for thirty (30) days after the Funds have received written notice from DST that such payment obligation is overdue; provided, however, if the Funds are disputing, in good faith, any payment obligation, such overdue payment obligation shall not constitute grounds for suspension of performance or termination of this Agreement, and such disputed overdue payment obligation shall be subject to the provisions of Section 16.D and the dispute resolution provisions of Section 23 of this Agreement. In the event that Expenses not being disputed in good faith remain unpaid in excess of ninety (90) days, DST may require the Funds to pay all further Expenses in advance. |
G. | The Funds shall be responsible for the payment of all taxes, including any sales or use taxes and taxes on the original issuance of shares, due and payable in connection with |
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DST’s performance under this Agreement, except for any tax based on DST’s net income.
17. | Standard of Care; Indemnification . |
A. | DST shall at all times use reasonable care, due diligence and act in good faith in performing the Services under this Agreement and, wherever applicable, shall provide the Services in accordance with Section 17A of the 1934 Act, and the rules and regulations thereunder. In the absence of bad faith, willful misconduct, knowing violations of Applicable Laws pertaining to the manner in which Services are to be performed by DST (excluding any violations arising directly or indirectly out of the actions or omissions to act of third parties unaffiliated with DST or instructions given DST by an Authorized Person), reckless disregard of the performance of its duties, or negligence on its part, DST shall not be liable for any action taken, suffered, or omitted by it or for any error of judgment made by it in the performance of its duties under this Agreement. For those activities or actions delineated in the Safeguard Procedures, DST shall be presumed to have used reasonable care, due diligence and acted in good faith if it has acted in accordance with the Safeguard Procedures, including any deviation therefrom that have been approved by the Funds in advance in writing (email or facsimile permitted). From time to time, the Funds may revise Schedule F to reflect changes to Authorized Persons; any revised Schedule F shall become effective upon DST’s receipt from an Authorized Person. |
B. | The Funds shall indemnify and hold DST, together with its directors, officers, employees, representatives, affiliates, and agents, harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability that may be asserted against DST or for which DST may be held liable, including without limitation costs and counsel fees incurred in enforcing this indemnification, (each, a “Loss” and collectively “Losses”), arising out of or attributable to: |
(1) | All actions or omissions of DST required to be taken or omitted by DST pursuant to this Agreement, provided that DST has fulfilled all material obligations under this Agreement with respect to the matter for which DST is seeking indemnification, including by way of example and not limitation, the standard of care set forth herein under Section 17.A.; |
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(2) | The Funds’ refusal or failure to comply with the terms of this Agreement, the Funds’ negligence or willful misconduct, or the material breach of any representation or warranty of the Fund hereunder; |
(3) | The good faith reliance on, or the carrying out of, any written or oral instructions or requests of (i) an Authorized Person or (ii) representatives of an Authorized Entity; |
(4) | DST’s good faith reliance on, or use of, information, data, Records, transmissions and documents received from, or which have been prepared and/or maintained by the Fund, its investment adviser, its sponsor, its Distributor or any other person or entity from whom the Fund instructs DST to accept and utilize information, data, Records, transmissions and documents; provided that in the event of such reliance on or carrying out of instructions or requests, DST has complied with the related Safeguard Procedures in all material respects with regard to such instructions; |
(5) | Defaults by dealers or shareowners with respect to payment for share orders previously entered; |
(6) | The offer or sale of the Fund’s shares in violation of any requirement under federal securities laws or regulations or the securities laws or regulations of any state or in violation of any stop order or other determination or ruling by any federal agency or state with respect to the offer or sale of such shares in such state (unless such violation results from DST’s failure to comply with written instructions of the Fund or of any officer of the Fund that no offers or sales be permitted to remain in the Fund’s securityholder Records in or to residents of such state); |
(7) | The Funds’ errors and mistakes in the use of the TA2000 System, the data center, computer and related equipment used to access the TA2000 System, and control procedures relating thereto in the verification of output and in the remote input of data; |
(8) | Errors, inaccuracies, and omissions in, or errors, inaccuracies or omissions of DST arising out of or resulting from such errors, inaccuracies and omissions in, the Funds’ Records, securityholder and other Records, delivered to DST hereunder by the Funds or their prior agent(s); |
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(9) | Actions or omissions to act by the Funds or agents designated by the Funds with respect to duties assumed thereby as provided for in Section 12 hereof; and |
(10) | DST’s performance of Exception Services except where DST acted or omitted to act in bad faith, with reckless disregard of its obligations or in an intentionally malicious manner. 1 |
C. | Except where (i) DST is entitled to indemnification under Section 17.B. hereof, or (ii) with respect to the treatment of “as of” transactions as provided in Exhibit 4, and subject to the limitations on liability set forth herein under Section 18, DST shall indemnify and hold the Funds, together with their respective directors, officers, employees, representatives, partners and agents, harmless from and against any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability that may be asserted against the Funds or for which the Funds may be held liable, without limitation including costs and counsel fees incurred in enforcing this indemnification (each, a “Loss” and collectively “Losses”) arising out of or attributable to (a) DST’s refusal or failure to comply with the terms of this Agreement, (b) DST’s negligence or willful misconduct hereunder, or (c) the breach of any representation or warranty of DST hereunder. |
18. | Limitations on Liability . |
A. | Each Fund shall be regarded for all purposes under this Agreement as a separate party, independent of each other Fund. If any Fund is comprised of more than one series, each series shall be regarded for all purposes under this Agreement as a separate party, independent of each other Fund and series. Unless the context otherwise requires, with respect to every transaction covered by this Agreement, every reference in this Agreement to the Funds shall be deemed to relate solely to the particular Fund or series to which such transaction relates. Under no circumstances shall the rights, obligations or remedies with respect to a particular Fund or series constitute a right, obligation or remedy applicable to any other Fund or series as the case may be. The use of this single document to memorialize the separate agreement of each Fund and series is understood to be for convenience only and shall not constitute any basis for joining the |
1 “Intentionally malicious” as used in this Section 17.A.(10) shall mean act or omission committed or omitted: (1) with the actual knowledge that the action or omission at issue is a breach of the Party’s obligations under this Agreement and (2) with the intention of causing harm to the other party or its customers or shareholders.
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Funds or series for any reason or establishing any liability of any Fund or series for the obligations of the other Funds or Series.
B. | Notice is hereby given to DST that a copy of each Fund’s Charter is on file with the Secretary of State of the state of its organization; that this Agreement has been executed on behalf of the Fund by the undersigned duly authorized representative of the Fund in that Person’s capacity as such and not individually; and that the obligations of this Agreement shall only be binding upon the assets and property of the applicable Fund or series and shall not be binding upon any director, trustee, officer or Shareholder of that Fund or series, or any other Fund or series, individually. |
C. | The cumulative aggregate liability of DST under this Agreement (whether to any Fund or Series, or all the Funds and Series in the aggregate), on the one hand, and of any Fund or Series, or all the Funds and Series in the aggregate to DST, on the other hand, with respect to, arising from or arising in connection with this Agreement, the Services provided or omitted to be provided under this Agreement, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid in the aggregate hereunder by all the Funds and all the Series to DST as Fees, but not including Expenses (as defined in this Agreement), during the twelve (12) months immediately preceding the event giving rise to the liability. The preceding limitations do not apply with respect to: (a) any liability of DST or the Funds with respect to, arising from or arising in connection with the intentional breach by DST or the Funds, as the case may be, of the requirements set forth in Section 21 hereof and committed with the actual knowledge that the action or omission at issue is a material breach of the Party’s obligations under this Agreement for the purpose of harming the other party or its customers or shareholders; or (b) any liability of a Fund or Series with respect to (i) the payment of Fees or Expenses, or both, (ii) the funding or payment of any amounts due in the ordinary course of the business of such Fund or Series, such as, by way of example and not limitation, the provision of sufficient funds to pay all outstanding debts, wire transfers, ACH transactions, drafts, checks or any other obligations of such of such Fund or Series incurred by DST on behalf of such Fund or Series in the course of providing Services to such Fund or Series, (iii) for Losses for which DST (including any related party identified under Section 17.B) is held liable or for which DST must pay to a third party, including but not limited to a shareholder of any Fund, or (iv), notwithstanding part (a) above, any Losses stemming from unauthorized or inadvertent access to nonpublic |
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personal information as that term is defined under Title V of the Gramm-Leach-Bliley Act of 1999 (15 U.S.C. § 6809) (“Personal Information”). Notwithstanding the above, the cumulative aggregate liability of DST with respect to, arising from or arising in connection with items under Section (iv) above, whether in contract, or in tort, or otherwise, is limited to, and shall not exceed, the amounts paid in the aggregate hereunder by all the Funds and all the Series to DST as Fees, but not including Expenses (as defined in this Agreement), during the twenty-four (24) months immediately preceding the event giving rise to the liability.
D. | Without limiting anything else in this Agreement, gains and losses resulting from “as of” adjustments shall be treated in accordance with, and governed by, the As Of Trade Policy attached as Exhibit 4 hereto (as amended from time to time by mutual agreement of DST and the Funds), which is incorporated into this Agreement. DST shall be liable for any Losses resulting from “as of” adjustments only to the extent provided for in the As Of Trade Policy. |
E. | IN NO EVENT AND UNDER NO CIRCUMSTANCES SHALL EITHER PARTY UNDER THIS AGREEMENT BE LIABLE TO ANY PERSON, INCLUDING WITHOUT LIMITATION THE OTHER PARTY, FOR PUNITIVE, CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR OTHER SPECIAL DAMAGES UNDER ANY PROVISION OF OR ON CONNECTION WITH SUCH PARTY’S PERFORMANCE UNDER THIS AGREEMENT OR FOR ANY ACT OR FAILURE TO ACT HEREUNDER, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. |
19. | Indemnification Procedure . |
A. | Promptly after receipt by an indemnified person of notice of the commencement of any action, such indemnified person will, if a claim in respect thereto is to be made against an indemnifying party hereunder, notify the indemnifying party in writing of the commencement thereof; but the failure so to notify the indemnifying party will not relieve an indemnifying party from any liability that it may have to any indemnified person for contribution or otherwise under the indemnity agreement contained herein except to the extent it is prejudiced as a proximate result of such failure to timely notify. In case any such action is brought against any indemnified person and such indemnified person seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to assume the defense thereof (in its own name or in the name and on behalf of any indemnified party or both with counsel reasonably satisfactory to such indemnified person); provided, however, if the defendants in any such action |
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include both the indemnified person and an indemnifying party and the indemnified person shall have reasonably concluded that there may be a conflict between the positions of the indemnified person and an indemnifying party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified persons which are inconsistent with those available to an indemnifying party, the indemnified person or indemnified persons shall have the right to select one separate counsel (in addition to local counsel, both such separate counsel and such local counsel to be reasonably satisfactory to the indemnifying party’s counsel) to assume such legal defense and to otherwise participate in the defense of such action on behalf of such indemnified person or indemnified persons at such indemnified party’s sole expense.
B. | Upon receipt of notice from an indemnifying party to such indemnified person of its election so to assume the defense of such action and approval by the indemnified person of counsel, which approval shall not be unreasonably withheld (and any disapproval shall be accompanied by a written statement of the reasons therefor), the indemnifying party will not be liable to such indemnified person hereunder for any legal or other expenses subsequently incurred by such indemnified person in connection with the defense thereof. An indemnifying party will not settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified persons are actual or potential parties to such claim, action, suit or proceeding) unless such settlement, compromise or consent includes an unconditional release of each indemnified person from all liability arising out of such claim, action, suit or proceeding. An indemnified party will not, without the prior written consent of the indemnifying party settle or compromise or consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder. If it does so, it waives its right to indemnification therefor. |
C. | The obligation to indemnify a party’s directors, officers, employees, representatives, partners, affiliates and agents, as appropriate, in accordance with Section 17.B. and 17.C., as applicable, may be enforced exclusively by that party, and nothing herein shall be construed to grant such officers, directors, employees, representatives, partners, affiliates and agents any individual rights, remedies, obligations or liabilities with respect |
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to the parties to this Agreement. The parties to this Agreement may amend or modify this Agreement in any respect without the consent of such officers, directors, employees, representatives, partners, affiliates and agents.
20. | Termination of Agreement . |
A. | This Agreement shall be in effect until December 31, 2021, subject to the termination provisions contained in Paragraphs B through E of this Section 20 and thereafter may be terminated by either party as of the last day of the then current term by the giving to the other party of at least one (1) year’s prior written notice, provided, however, that the effective date of any termination shall not occur during the period from December 15 through March 30 of any year to avoid adversely impacting year end. If such notice is not given by either party to the other at least one (1) year prior to the end of the then current term, this Agreement shall automatically extend for one year unless a different period is contained in any new Fee Schedule as the period during which such Fee Schedule shall be effective (in which latter event the period for which the Fee Schedule applies shall be the length of the new term), each such successive term or period, as applicable, being a new term of this Agreement, upon the expiration of any term hereof unless terminated as hereinafter provided in Section 20.B. |
B. | All of the Funds together and DST, in addition to any other rights and remedies, shall have the right to terminate this Agreement upon any material failure by the other party to perform its covenants, obligations or duties in accordance with this Agreement, including the failure of the warranties of any party to remain true and correct in all material respects, and which failure continues for ninety (90) days after receipt of written notice from the party not in breach, which notice shall specify in reasonable detail the existence of such material breach. For any event under this Section 20.B for which all of the Funds or DST may terminate this Agreement, such termination and deconversion shall be effective as of close of business on the first Friday after the expiration of the 90-day period (the “Termination for Cause Effective Date”) and upon notice by the Party not in breach to the other Party, provided, however, that, notwithstanding anything herein to the contrary, the effective date of any termination under this Section 20.B shall not occur during the period from December 15 through March 30 of any year to avoid adversely impacting year end. Should a Termination for Cause Effective Date accrue on a date between December 15 of one year and March 30 of the immediately following year, the termination of this Agreement and deconversion |
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of the data and Records of the Funds shall be deferred until, and shall occur as of, close of business on the first Friday on or after March 31 of such immediately following year.
C. | In addition to any right to terminate this Agreement under the provisions of this Section 20, either Party shall have the further right to terminate this Agreement, subject to the provisions of the last sentence of Section 20.B above, upon delivery of written notice to the other Party, upon the occurrence of any of the following: |
(1) | the other party (including, with respect to the Funds, the Investment Manager) ceases to do business in the ordinary course, becomes or is declared insolvent or bankrupt, is the subject of any proceedings relating to its liquidation, insolvency or for the appointment of a receiver or similar officer for it (whether voluntary or involuntary), makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension or readjustment of all or substantially all of its obligations; |
(2) | DST, in the case of the Funds, or the Investment Manager of the Funds, in the case of DST, experiences any transfer of ownership of a controlling interest in such party by or to any person, other than a person who was an affiliate of that party immediately before any such transfer. For purposes of this subsection, a controlling interest shall be deemed to be more than fifty percent of the equity interest in a person; or |
(3) | the other party (including, with respect to the Funds, the Investment Manager) is the subject of any administrative or court order issued based on a final adjudication of matters with regard to a material violation of the 1933 Act, the 1934 Act, the 1940 Act or other applicable law relating to its business. |
D. | The Funds’ right of termination arising out of a failure by Broadridge related to the Print Services shall be limited to termination of the Print Services, rather than termination of this Agreement. |
E. | Upon any liquidation or other dissolution of any Fund, series of a Fund, or upon any Fund ceasing to be a registered investment company under the 1940 Act, this Agreement shall, in the sole discretion of DST, immediately expire with respect to each such Fund or series of a Fund, upon delivery of written notice to the Fund or Funds.. |
F. | Contemporaneously with the expiration, or any termination of this Agreement as to any or all Funds: |
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(1) | DST shall reasonably promptly following DST’s receipt of instructions and receipt of payment of all outstanding amounts not being disputed in good faith by the Funds due to DST from the Funds under this Agreement, transfer all data and Records to the successor transfer agent(s) designated by the Funds or otherwise as directed by the Funds and, if the Funds so elect, DST shall not retain a copy of any data and Records in its possession (except as required by Applicable Laws or where the Funds’ data or Records are electronically stored on shared media); and |
(2) | Subject to Section 20.F.(4), DST shall provide (subject to the recompense of DST for such assistance at DST’s standard rates and fees then in effect) all reasonably necessary and prudent assistance to the Funds and the successor transfer agent(s) designated by the Funds to ensure an orderly deconversion and transition of Services from DST to the successor transfer agent(s). |
(3) | In the event that, prior to any such termination or expiration and the transfer of the Funds’ data and Records from TA2000, there are any disputed outstanding amounts in connection with or arising out of the deconversion (all Fees for the usual provision of Services to be paid contemporaneously with or before the deconversion) due to DST from the Funds under this Agreement, the Funds shall, within a reasonable time, deposit an amount equal to the lesser of the disputed amount or two (2) months’ average Fees under this Agreement into an escrow account with an escrow agent pursuant to the terms and conditions of the escrow agreement attached hereto as Exhibit 5, pending resolution of such disputed amounts pursuant to binding arbitration as set forth in Section 23 of this Agreement, it being understood that such escrowed funds are (i) intended solely to insure full and complete payment by the Funds to DST for (A) deconversion and transition assistance as required by this Section 20.F; and (B) out-of-pocket or reimbursable expenses that are incurred by DST on behalf of the Funds but, as to which, reasonable evidence thereof is not yet available to be produced as of the last invoice rendered before the deconversion occurs, and (ii) not intended to apply to amounts due for DST’s performance of Services not directly related to the provision of deconversion assistance under this Agreement. Accordingly, Fees and Expenses for which adequate documentation is available prior to the deconversion for the last month shall be paid separately |
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from and without regard to the escrowed funds contemporaneously with DST’s delivery of the deconversion tapes. In order to assure payment in full Section 16 of this Agreement (as modified only with respect to the payment of the last month’s Fees and Expenses) shall survive the termination of this Agreement until all sums due from the Funds under this Agreement are paid in full. The only claims that may be asserted to withhold payment of the escrowed funds are claims arising from DST’s rendering or failure to render deconversion and transition assistance as required under the terms of this Agreement. Claims for service breaches unrelated to the provision by DST of required deconversion and transition assistance must be asserted in accordance with the terms set forth in Sections 17 and 23 of this Agreement, which sections shall survive the termination of this Agreement until the statute of limitations upon the assertion of claims arising under this Agreement has expired.
(4) | For purposes of this Section 20.F., including without limitation Section 20.F.(2), the terms “assistance” or “deconversion and transition assistance” shall not include (i) assisting the successor transfer agent to modify, alter, enhance, or improve the system of the successor transfer agent, (ii) making modifications or changes to DST’s then current system or (iii) requiring DST to disclose any Confidential Information of DST (other than with respect to the format in which any Record is maintained on any DST System solely to the extent necessary to effect the deconversion and transition of Services from DST to the successor transfer agent as provided for under this Section 20.F and, even then, subject to such successor executing a confidentiality and non-disclosure agreement substantially in the form of Exhibit 6). |
(5) | Notwithstanding the foregoing, in the event the Funds terminate this Agreement due to the breach of DST as provided in Section 20.B, DST hereby waives, and the Funds shall not be liable for, any Expenses or other amounts which DST may otherwise charge or assess in connection with the deconversion and transfer of the operations of the Funds to any successor transfer agent(s). |
21. | Confidentiality . |
A. | For the purposes of this Agreement, “Confidential Information” shall mean and include any and all proprietary and confidential information obtained, provided, produced or disclosed by or on behalf of the one party (the “Disclosing Party”) to the other party (the |
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“Receiving Party”) in written, electronic, oral or other form, whether tangible or intangible including, without limitation, the terms of this Agreement.
(1) | In the case of the Funds as the Disclosing Party, Confidential Information includes, without limitation, all data, including, without limitation, Personal Information, and Records, and any and all nonpublic information related to the operations, activities, resources or trade secrets of the Funds, the Investment Manager or the Distributor or their business affairs provided by such persons to DST, but not including the format in which any record or data is maintained on any TA2000 or such other DST system. |
(2) | In the case of DST as the Disclosing Party, Confidential Information includes, without limitation, all of DST’s financial statements and other financial records provided to the Funds by DST, all accountant’s reports relating to DST, and all manuals, systems and other technical information and data (other than data, Records or Confidential Information of the Funds) relating to DST’s operations, DST facilities and the resources of DST and other programs provided by DST to the Funds (including, without limitation, all intellectual property belonging to DST and DST’s operating procedures including, but not limited to, the following, in or on whatever form or media: the nonpublic portions of the Safeguard Procedures (those derived or developed by DST) and the discoveries, ideas, concepts, software in various stages of development, processes, procedures, “know-how,” organizational structure, marketing techniques and materials, marketing and development plans, customer names and other information related to customers, price lists, pricing policies, financial information and designs, drawings, specifications, techniques, models, data, source code, object code, documentation, diagrams, flow charts, algorithms, research, development employed in or used in connection with data processing software and systems). |
B. | “Confidential Information” shall not include any information that the Receiving Party is able to demonstrate is: (a) publicly available or later becomes publicly available other than through a breach of this Agreement; (b) known to the Receiving Party or its employees, agents or representatives prior to disclosure by the other party; (c) subsequently lawfully obtained by the Receiving Party or its employees, agents or representatives from a third party that is not under any obligations of confidentiality; (d) independently developed by the Receiving Party or its employees, agents or |
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representatives, without use of the Confidential Information of the Disclosing Party as evidenced by contemporaneous documentation in the Receiving Party’s possession; or (e) legally required to be disclosed by the Receiving Party. As to any disclosures that are legally required, the Receiving Party shall provide the Disclosing Party, its third party contractors and any other affected parties with reasonable notice prior to such disclosure, to the extent permissible under the order requiring disclosure, and cooperate with the Receiving Party to establish suitable arrangements to minimize the extent and scope of any required disclosure. In the event a party seeks to assert one or more of the foregoing exceptions (a)-(e), such party shall bear the burden of proof of the applicability thereof.
C. | During the term of this Agreement and indefinitely thereafter, the Receiving Party shall undertake all necessary and appropriate steps to ensure that the confidentiality of the Disclosing Party’s Confidential Information is maintained and that such Confidential Information is protected from unauthorized disclosure, including the continued use of appropriate Safeguard Procedures to protect such Confidential Information. The Receiving Party shall not disclose any Confidential Information of the Disclosing Party except as permitted under this Agreement, and the Receiving Party shall exercise at least the same degree of care, but no less than a reasonable degree of care, with respect to maintaining the confidentiality of the Disclosing Party’s Confidential Information that it exercises to maintain the confidentiality of its own confidential and proprietary information of like importance. The Receiving Party shall maintain and implement the Compliance Programs in order to protect such Personal Information. The Receiving Party shall use the Disclosing Party’s Confidential Information only and exclusively in connection with its performance under this Agreement or as legally required and shall not otherwise use any such Confidential Information. |
D. | The Receiving Party shall notify the Disclosing Party as soon as reasonably practicable of any access to, acquisition or use of Personal Information by (i) an unauthorized third party, or (ii) a third party that was inadvertently provided access to such Personal Information. The Receiving Party agrees to cooperate with the Disclosing Party with respect to investigating any such incident. In the event a Fund obtains information from DST or the TA2000 System which is not intended for the Fund, the Fund agrees to (i) as soon as reasonably practicable under the circumstances, notify DST that unauthorized information has been made available to the Fund; (ii) after identifying that such |
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information is not intended for the Fund, not review, disclose, release, or in any way, use such unauthorized information; and (iii) cooperate with DST with respect to investigating any such incident and retrieving and/or destroying such unauthorized information. The cooperation required in this Section 21.D. shall include delivering, on request, a certificate certifying that all Personal Information or unauthorized information in the Receiving Party’s possession or control has been delivered to the Disclosing Party or destroyed as required by this provision.
E. | The parties acknowledge that any unauthorized use or disclosure of Confidential Information by the Receiving Party may cause the Disclosing Party irreparable damage that cannot be remedied in monetary damages in an action at law. Notwithstanding Section 23 (Dispute Resolution), in the event of any such unauthorized use or disclosure, the Disclosing Party shall be entitled, without the requirement to post bond, to an immediate injunction, in addition to any other legal or equitable remedies. |
F. | The Funds acknowledge that DST intends to develop and offer analytics-based products and services for its customers. In providing such products and services, DST will be using consolidated data across all clients, including data of the Funds, and make such consolidated data available to clients of the analytics products and services. The Funds hereby consent to the use by DST of Fund information (including shareholder information) for in the offering of such products and services, and to disclose the results of such analytics services to its customers and other third parties, provided the Fund information will be aggregated, anonymized and sometimes enriched with external data sources. DST will not disclose client investor names or other personal identifying information, or information specific to or identifying any Fund(s). |
22. | License. |
A. | During the term of this Agreement, the Funds grant to DST a non-exclusive, non-sublicensable, non-transferable, non-assignable, revocable, royalty-free sublicense to reproduce, display, distribute, perform and publicly and digitally use (i) the content developed by the Funds which has been provided by the Funds to DST (collectively, the “Fund Content”), and (ii) the Fund Marks, as set forth and defined on Schedule G attached hereto, to be used only for providing the Services to the Funds. Subject to the license granted in this Section 22, the Funds or their licensor retain all rights, title and interest in the Fund Content and the Fund Marks. Except as expressly set forth in this Section 22, DST shall obtain the prior written approval of the Funds for any other uses of |
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the Fund Content (or any part thereof) or any Fund Mark, or for any modification of any aspect of the Fund Content or the Fund Marks, including in each case, without limitation, any and all Intellectual Property contained therein.
B. | As between the Funds and DST, (i) the Funds and/or their licensor own all right, title and interest to all data (not including the format of the record in which such data is stored, which format belongs to DST), all Personal Information, all records pertaining to, or containing information about, shareholders, the Fund Marks and the Funds Content, and (ii) DST owns all right, title and interest to, or has the right to use, all of the DST facilities used to perform the Services, including, without limitation, all source and object code (including any code used for web sites that are utilized in performing the Services other than any code relating to the Fund Marks or Fund Content), intellectual property and records pertaining to DST’s operations and operational results but not containing information about or pertaining to the Funds or shareholders. The Funds hereby grant DST a limited, non-exclusive, royalty-free, right and license to: |
(1) | Use the Funds’ Records and data, but solely on DST Facilities, as necessary or appropriate to perform the Services under this Agreement or as required by Applicable Laws or government or self-regulatory authorities; and |
(2) | Use aggregated data solely for the purpose of producing reports on the use of the Services (and similar services performed for other clients of DST) and use usage data solely for the purpose of producing reports on the use and operation of the web-based Services, for, in each case, disclosure to DST, the Funds, regulators, publications and other clients; provided, however, that (i) any such reports are made available on a confidential basis and no further disclosure, publication or distribution of the reports, in whole or in part, shall be permitted, (ii) no such reports shall identify the Funds or any person, or otherwise contain or disclose any Personal Information, other than reports provided exclusively to the Funds for administrative purposes under this Agreement, and (iii) DST shall deliver to the Funds a copy of any such report at no additional cost. |
C. | Except as provided in this Section 22, DST shall make no other uses of any of the data or Records of the Funds without the express prior written consent of the applicable Fund(s). |
23. | Dispute Resolution . |
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A. | The parties shall negotiate in good faith to resolve any dispute, controversy or claim (a “Dispute”) between the parties expeditiously and to the mutual benefit of the continuity of relationship. In the event any such Dispute continues unresolved for fifteen (15) days after a senior executive from each party have met with each other (either in person or telephonically) in an attempt to resolve such Dispute, the parties shall thereafter immediately submit the Dispute to mediation in accordance with the then-current Commercial Mediation Rules of the Center for Public Resources (“CPR”) Mediation Procedure and shall bear equally the costs of the mediation. The parties will act in good faith to jointly appoint a mutually acceptable mediator, seeking assistance in such regard from the CPR within fifteen (15) days of the submission of the Dispute to Mediation. Unless otherwise agreed, the parties will select a mediator from the CPR Panels of Distinguished Neutrals. The parties agree to participate in good faith in the mediation and negotiations related thereto for a period of thirty (30) days commencing with the selection of the mediator and any extension of such period as mutually agreed to by the parties. If the Dispute is not resolved within thirty (30) days after the beginning of the mediation and any extension of such periods as mutually agreed to by the parties, any party to the Dispute may submit the Dispute to, to be finally determined by, binding arbitration in accordance with the following provisions of this Section 23, regardless of the amount in controversy or whether such Dispute would otherwise be considered justifiable or ripe for resolution by a court or arbitration panel. |
B. | Any such arbitration shall be conducted by the CPR in accordance with the then-current CPR Rules for Non-Administered Arbitration (the “CPR Rules”), except to the extent that the CPR Rules conflict with the provisions of this Section 23, in which event the provisions of this Section 23 shall control. |
C. | The arbitration panel (the “Panel”) shall consist of three neutral arbitrators (“Arbitrators”), each of whom shall be an attorney having five or more years experience in the primary area of law as to which the Dispute relates, and shall be appointed in accordance with the CPR Rules (the “Basic Qualifications”). No more than one Arbitrator shall be from the New York metropolitan area and no more than one Arbitrator shall be from the Kansas City metropolitan area. |
D. | Should an Arbitrator refuse or be unable to proceed with arbitration proceedings as called for by this Section 23, a substitute Arbitrator possessing the Basic Qualifications shall be appointed by the CPR. If an Arbitrator is replaced after the arbitration hearing |
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has commenced, then a rehearing shall take place in accordance with the provisions of this Section 23 and the CPR Rules.
E. | The arbitration shall be conducted in the location most convenient to the majority of witnesses as to issues in dispute regarding the breach(es) of obligations; provided that the Panel may from time to time convene, carry on hearings, inspect property or documents and take evidence at any location which the Panel deems appropriate. |
F. | The Panel may in its discretion order a pre-exchange of information including production of documents, exchange of summaries of testimony or exchange of statements of position and shall schedule promptly all discovery and other procedural steps and otherwise assume case management initiative and control to effect an efficient and expeditious resolution of the Dispute. |
G. | At any oral hearing of evidence in connection with any arbitration conducted pursuant to this Section 23, each party and its legal counsel shall have the right to examine its witnesses and to cross-examine the witnesses of the other party. No testimony of any witness shall be presented in written form unless the opposing parties shall have the opportunity to cross-examine such witness, except as the parties otherwise agree in writing and except under extraordinary circumstances where, in the opinion of the Panel, the interests of justice require a different procedure. |
H. | Within fifteen (15) days after the closing of the arbitration hearing, the Panel shall prepare and distribute to the parties a written award. The Panel shall have the authority to award any remedy or relief that a court of competent jurisdiction could order or grant, and shall award interest on any monetary award from the date that the loss or expense was incurred by the successful party; provided, however, that the Panel shall have no power to award damages expressly excluded by this Agreement and all parties to this Agreement waive any rights or claims to such damages against all other parties hereto. In addition, the Panel shall have the authority to decide issues relating to the interpretation, meaning or performance of this Agreement, any agreement, certificate or other document referred to herein or delivered in connection herewith, or the relationships of the parties hereunder or thereunder, even if such decision would constitute an advisory opinion in a court proceeding or if the issues would otherwise not be ripe for resolution in a court proceeding, and any such decision shall bind the parties in their performance of this Agreement and such other documents. |
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I. | Except as necessary in court proceedings to enforce this arbitration provision or an award rendered hereunder, to obtain interim relief, or as otherwise required by law, no party nor any arbitrator shall disclose the existence, content or results of any arbitration conducted hereunder without the prior written consent of the other parties. To the extent that the relief or remedy granted in an award rendered by the Panel is relief or a remedy on which a court could enter judgment, a judgment upon the award rendered by the Panel may be entered in any court having jurisdiction thereof. Otherwise, the award shall be binding on the parties in connection with their obligations under this Agreement and in any subsequent arbitration or judicial proceedings among any of the parties. |
J. | The parties agree to share equally the cost of any arbitration, including the administrative fee, the compensation of the arbitrators and the costs of any neutral witnesses or proof produced at the direct request of the Panel. |
K. | Notwithstanding the choice of law provision set forth in Section 24.B, The Federal Arbitration Act, 9 U.S.C. §§1 to 14, except as modified hereby, shall govern the enforcement of this Section 23. |
L. | Notwithstanding the Dispute resolution procedures contained in this Section 23, any party may apply to any court having jurisdiction (i) to enforce this Agreement to arbitrate, (ii) to seek injunctive relief so as to maintain the status quo until the arbitration award is rendered or the Dispute is otherwise resolved, (iii) to avoid the expiration of any applicable limitation period, (iv) to preserve a superior position with respect to other creditors, or (v) to challenge or vacate any final judgment, award or decision of the Panel. |
M. | If any action, suit, or proceeding is commenced to establish, maintain, or enforce any right or remedy under this Agreement, the party not prevailing therein shall pay, in addition to any damages or other award, all reasonable attorneys’ fees and litigation expenses incurred therein by the prevailing party. |
N. | Unless otherwise agreed to by the parties, during the performance of the Services and for a period of one (1) year after the expiration or termination of this Agreement, neither DST nor the Funds, including any affiliated parties of any of the foregoing, shall hire or attempt to hire any individual person who (a) has been directly involved in the development or performance of the Services, and (b) is then, or who had been at any time during the year prior to the hiring or attempted hiring, an employee of the other |
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party; provided, however, that the preceding restrictions shall not be binding with respect to (y) any such person who initiates discussions regarding their employment or (z) any general public advertising conducted by either party regarding employment opportunities excluding an advertisement in the local media in the area in which the principal office of the other party is located.
O. | THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVE TRIAL BY JURY IN CONNECTION WITH ANY PROCEEDING OF ANY NATURE ARISING UNDER THE AGREEMENT, OR RELATED TO THIS AGREEMENT IN ANY WAY, OR ANY AMENDMENT OR SUPPLEMENT HERETO. EACH PARTY ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY. |
P. | The parties agree that this Section 23 applies solely and exclusively to arbitrations solely between DST and the Funds, and DST does not, in or under any provision of this Agreement, consent, and shall not be deemed to have consented, to participate in or be a party to any arbitration before a panel of a self-regulatory organization, as defined in the 1934 Act, or to any other arbitration in which a Shareholder or any other Person other than the Funds is a party without the written consent of the DST. |
24. | Miscellaneous . |
A. | This Agreement, together with the attached Schedules and Exhibits, which are attached hereto and incorporated herein as if fully set forth in this Agreement, constitute the entire agreement between the parties hereto and supersedes the Prior Agreement and any other prior agreements, draft or agreement or proposal with respect to the subject matter hereof, whether oral or written. |
B. | This Agreement shall be construed according to, and the rights and liabilities of the parties hereto shall be governed by, the laws of the State of New York, excluding that body of law applicable to choice of law. |
C. | All terms and provisions of this Agreement shall be binding upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns. |
D. | No provisions of this Agreement may be amended or modified in any manner except by a written agreement properly authorized and executed by each party hereto. |
E. | The captions in this Agreement are included for convenience of reference only, and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. |
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F. | This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. |
G. | Each of the parties agrees that it shall, at any time prior to, at or after the Effective Date, take or cause to be taken such further actions, and execute, deliver and file or cause to be executed, delivered and filed such documentation as may be reasonably necessary to fully effectuate the purposes of the terms and conditions of this Agreement. |
H. | If any part, term or provision of this Agreement is by the courts held to be illegal, in conflict with any law or otherwise invalid, the remaining portion or portions shall be considered severable and not be affected, and the rights and obligations of the parties shall be construed and enforced as if the Agreement did not contain the particular part, term or provision held to be illegal or invalid. |
I. | This Agreement may not be assigned by the Funds or DST without the prior written consent of the other. |
J. | Neither the execution nor performance of this Agreement shall be deemed to create a partnership or joint venture by and between the Funds and DST. It is understood and agreed that all Services performed hereunder by DST shall be as an independent contractor and not as an employee of the Funds. This Agreement is between DST and each of the Funds and neither this Agreement nor the performance of Services under it shall create any rights in any third parties. There are no third party beneficiaries hereto. |
K. | Except as specifically provided herein, this Agreement does not in any way affect any other agreements entered into among the parties hereto and any actions taken or omitted by any party hereunder shall not affect any rights or obligations of any other party hereunder except that, upon the Effective Date of this Agreement, the Prior Agreement shall terminate and be of no further force and effect save as to those provisions that survive the termination thereof according to the terms of the Prior Agreement. |
L. | The failure of either party to insist upon the performance of any terms or conditions of this Agreement or to enforce any rights resulting from any breach of any of the terms or conditions of this Agreement, including the payment of damages, shall not be construed as a continuing or permanent waiver of any such terms, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. |
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M. | All notices to be given hereunder shall be deemed properly given if delivered in person or if sent by U.S. mail, first class, postage prepaid, or if sent by facsimile and thereafter confirmed by mail as follows: |
If to DST :
DST Systems, Inc.
1055 Broadway, 7 th Floor
Kansas City, Missouri 64105
Attn: President-Fund, Advisor and Investor Services
Facsimile No.: 816-435-3455
With a copy of non-operational notices to:
DST Systems, Inc.
333 West 11 th Street, 5 th Floor
Kansas City, Missouri 64105
Attn: Legal Department
Facsimile No.: 816-435-8630
If to the Funds :
Lord Abbett Family of Funds
c/o Lord, Abbett & Co. LLC
90 Hudson Street
Jersey City, New Jersey 07302
Attn: Chief Operations Officer
Facsimile No.: 201-827-3377
Electronic Mail: bgrzelak@lordabbett.com
With a copy of non-operational notices to:
Lord Abbett Family of Funds
c/o Lord, Abbett & Co. LLC
90 Hudson Street
Jersey City, New Jersey 07302
Attn: General Counsel
Facsimile No.: 201-827-3269
Electronic Mail: lkaplan@lordabbett.com
or to such other address as shall have been specified in writing by the party to whom such notice is to be given. |
N. | DST and the Funds (including the Funds’ Investment Manager and Principal Underwriter) agree that, during any term of this Agreement and for twelve (12) months after its termination, neither party will solicit for employment or offer employment to any employees of the other. |
[SIGNATURES FOLLOW ON NEXT PAGE]
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IN WITNESS WHEREOF , the parties have caused this Agreement to be executed by their respective duly authorized officers, to be effective as of the day and year first above written.
DST SYSTEMS, INC.
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ON BEHALF OF EACH OF THE LORD ABBETT FUNDS LISTED ON SCHEDULE A
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By: /s/ Christopher C. Shaw
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By: /s/ Lawrence H. Kaplan
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Name: Christopher C. Shaw
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Name: Lawrence H. Kaplan
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Title: Officer
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Title: Vice President and Secretary
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SCHEDULE A
List of Funds
This Schedule A, as may be amended from time to time, is incorporated into that certain Agency Agreement dated January 1, 2017 by and between DST Systems, Inc. and the Lord Abbett Family of Funds. Capitalized terms used herein but not defined in this Schedule A have the meanings given to such terms in the Agreement.
The following table is the list of the Funds comprising the Lord Abbett Family of Funds. Registrants are listed in bold font and each Registrant’s Series, if any, are listed in italics immediately below the Registrant.
Lord Abbett Affiliated Fund, Inc. | |
Lord Abbett Bond-Debenture Fund, Inc. | |
Lord Abbett Developing Growth Fund, Inc. | |
Lord Abbett Equity Trust | |
Lord Abbett Calibrated Large Cap Value Fund | |
Lord Abbett Calibrated Mid Cap Value Fund | |
Lord Abbett Global Fund, Inc . | |
Lord Abbett Emerging Markets Corporate Debt Fund | |
Lord Abbett Emerging Markets Currency Fund | |
Lord Abbett Emerging Markets Local Bond Fund | |
Lord Abbett Multi-Asset Global Opportunity Fund | |
Lord Abbett Investment Trust | |
Lord Abbett Convertible Fund | |
Lord Abbett Core Fixed Income Fund | |
Lord Abbett Core Plus Bond Fund 1 | |
Lord Abbett Diversified Equity Strategy Fund | |
Lord Abbett Floating Rate Fund | |
Lord Abbett High Yield Fund | |
Lord Abbett Income Fund | |
Lord Abbett Inflation Focused Fund | |
Lord Abbett Multi-Asset Balanced Opportunity Fund | |
Lord Abbett Multi-Asset Growth Fund | |
Lord Abbett Multi-Asset Income Fund | |
Lord Abbett Short Duration Income Fund | |
Lord Abbett Total Return Fund | |
Lord Abbett Ultra Short Bond Fund | |
Lord Abbett Mid Cap Stock Fund, Inc. | |
Lord Abbett Municipal Income Fund, Inc. | |
Lord Abbett AMT Free Municipal Bond Fund |
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Lord Abbett California Tax-Free Income Fund | |
Lord Abbett High Yield Municipal Bond Fund | |
Lord Abbett Intermediate Tax Free Fund | |
Lord Abbett National Tax-Free Income Fund | |
Lord Abbett New Jersey Tax-Free Income Fund | |
Lord Abbett New York Tax-Free Income Fund | |
Lord Abbett Short Duration High Yield Municipal Bond Fund | |
Lord Abbett Short Duration Tax Free Fund | |
Lord Abbett Research Fund, Inc. | |
Lord Abbett Calibrated Dividend Growth Fund | |
Lord Abbett Growth Opportunities Fund | |
Small-Cap Value Series | |
Lord Abbett Securities Trust | |
Lord Abbett Alpha Strategy Fund | |
Lord Abbett Fundamental Equity Fund | |
Lord Abbett Global Core Equity Fund | |
Lord Abbett Growth Leaders Fund | |
Lord Abbett International Core Equity Fund | |
Lord Abbett International Dividend Income Fund | |
Lord Abbett International Opportunities Fund | |
Lord Abbett Micro-Cap Growth Fund | |
Lord Abbett Micro-Cap Value Fund | |
Lord Abbett Value Opportunities Fund | |
Lord Abbett Series Fund, Inc. | |
Bond-Debenture Portfolio | |
Calibrated Dividend Growth Portfolio | |
Classic Stock Portfolio | |
Developing Growth Portfolio | |
Fundamental Equity Portfolio | |
Growth and Income Portfolio | |
Growth Opportunities Portfolio | |
International Core Equity Portfolio | |
International Opportunities Portfolio | |
Mid Cap Stock Portfolio | |
Short Duration Income Portfolio | |
Total Return Portfolio | |
Value Opportunities Portfolio | |
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. |
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AMENDED AND RESTATED
ADMINISTRATIVE SERVICES AGREEMENT
AS OF MAY 1, 2016
This Amended and Restated Administrative Services Agreement (“Agreement”) is made as of May 1, 2016 by and among each of the investment companies in the Lord Abbett Family of Funds, as set forth on Exhibit 1 hereto, and each new Lord Abbett Fund added as a party to this Agreement pursuant to section 9, (each, a “Fund” or collectively, the “Funds”) and Lord, Abbett & Co. LLC, a Delaware limited liability company (“Lord Abbett”). This Amended and Restated Agreement dated as of May 1, 2016 amends, restates, and supersedes the Administrative Services Agreement dated as of December 12, 2002.
RECITALS
A. WHEREAS, Lord Abbett has entered into a Management Agreement with each Fund whereby Lord Abbett provides investment management services to each Fund.
B. WHEREAS, each Fund desires to retain Lord Abbett to provide certain administrative services and Lord Abbett is willing to provide, or arrange to have provided, such services upon the terms and conditions as hereinafter provided.
NOW THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:
1. Agreement to Perform Administrative Services. Each Fund hereby employs Lord Abbett under the terms and conditions of this Agreement, and Lord Abbett hereby accepts such employment and agrees to perform the administrative services described below. It is understood that the persons employed by Lord Abbett to assist in the performance of its duties hereunder will not devote their full time to such services, and may in fact devote a substantial portion of their time to the performance of duties relating to Lord Abbett’s provision of services to other clients, and nothing herein shall be deemed to limit or restrict the right of Lord Abbett, its affiliates, and their respective employees, to engage in and devote time and attention to other business or to render services of whatever kind or nature to Lord Abbett’s other clients.
2. Lord Abbett Services and Duties. Lord Abbett will provide, or arrange to have provided in accordance with section 3 below, for each Fund those facilities, equipment, and personnel to carry out the administrative services which are described in Exhibit 2 hereto (“Administrative Services”). Lord Abbett represents that it has sufficient personnel and experience to perform the Administrative Services, and agrees to perform such Administrative Services in accordance with industry standards for mutual fund administrators.
In performing its duties under this Agreement, Lord Abbett agrees that it shall observe and be bound by all of the provisions of (1) each Fund’s Articles of Incorporation/Declaration and Agreement of Trust and By-laws (including any amendments
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thereto) which in any way limit or restrict or prohibit or otherwise regulate any action by Lord Abbett, (2) each Fund’s registration statement, and (3) the instructions and directions of the Boards of Directors/Trustees of each Fund. In addition, Lord Abbett agrees and warrants that it will use its best efforts to conform to and comply with the requirements of the Investment Company Act of 1940, as amended (“1940 Act”) and all other applicable federal and state laws and regulations.
3. Lord Abbett Subcontractors. It is understood that Lord Abbett may from time to time employ or associate with such person or persons (“Subcontractors”) as Lord Abbett may believe to be particularly fitted to assist in its performance of this Agreement; provided, however, that the compensation of such Subcontractors shall be paid by Lord Abbett and that Lord Abbett shall be as fully responsible to each Fund for the acts and omissions of any Subcontractor as it is for its own acts and omissions. Lord Abbett shall use its best efforts to ensure that any Subcontractor complies with the provisions of section 2 above.
4. Expenses Assumed. Except as otherwise set forth in this section 4 or as otherwise approved by the Funds’ Boards of Directors/Trustees, Lord Abbett shall pay all expenses incurred by it in performing the Administrative Services, including the cost of providing office facilities, equipment and personnel related to such services. Each Fund will pay its own fees, costs, expenses or charges relating to its assets and operations, including without limitation: fees and expenses under the Management Agreement; fees and expenses of Directors/Trustees not affiliated with Lord Abbett; governmental fees; interest charges; taxes; association membership dues; fees and charges for legal and auditing services; fees and expenses of any custodians or trustees with respect to custody of its assets; fees, charges and expenses of dividend disbursing agents, registrars and transfer agents (including the cost of keeping all necessary shareholder records and accounts, and of handling any problems relating thereto and the expense of furnishing to all shareholders statements of their accounts after every transaction, including the expense of mailing); costs and expenses of repurchase and redemption of its shares; costs and expenses of preparing, printing and mailing to shareholders ownership certificates, proxy statements and materials, prospectuses, reports and notices; costs of preparing reports to governmental agencies; brokerage fees and commissions of every kind and expenses in connection with the execution of portfolio security transactions (including the cost of any service or agency designed to facilitate the purchase and sale of portfolio securities); and all postage, insurance premiums, and any other fee, cost, expense or charge of any kind incurred by and on behalf of the Trust and not expressly assumed by Lord Abbett under this Agreement or the Management Agreement.
5. Compensation. For the services rendered, facilities furnished and expenses assumed by Lord Abbett under this Agreement, each Fund will pay to Lord Abbett an annual administrative services fee, computed and payable monthly, at the annual rate of .04% of the value of the Fund’s average daily net assets. Such value shall be calculated in the same manner as provided in each Fund’s Management Agreement. It is specifically understood and agreed that any fees for fund accounting services payable by the Funds to State Street Bank and Trust Company pursuant to that separate Custodian and Investment Accounting Agreement dated November 1, 2001 shall be paid directly by Lord Abbett on behalf of the Funds. It is further understood and agreed that should the Funds’ regulatory environment change so that the costs to
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Lord Abbett of providing Administrative Services increase or decrease significantly, then Lord Abbett and the Funds’ Boards of Directors/Trustees will consider whether it would be appropriate to adjust the compensation under this Agreement.
6. Standard of Care. Other than to abide by the provisions hereof and render the services called for hereunder in good faith, Lord Abbett assumes no responsibility under this Agreement and, having so acted, Lord Abbett shall not be held liable or accountable for any mistakes of law or fact, or for any error or omission of its officers, directors, members or employees, or for any loss or damage arising or resulting therefrom suffered by a Fund or any of its shareholders, creditors, Directors/Trustees or officers; provided however, that nothing herein shall be deemed to protect Lord Abbett against any liability to the Fund or its shareholders by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder, or by reason of the reckless disregard of its obligations and duties hereunder.
7. Conflicts of Interest. Neither this Agreement nor any other transaction between the parties hereto pursuant to this Agreement shall be invalidated or in any way affected by the fact that any of the Directors/Trustees, officers, shareholders, or other representatives of a Fund are or may be an interested person of Lord Abbett, or any successor or assignee thereof, or that any or all of the officers, members, or other representatives of Lord Abbett are or may be an interested person of the Fund, except as otherwise may be provided in the 1940 Act. Lord Abbett in acting hereunder shall be an independent contractor and not an agent of the Funds.
8. Effective Date and Termination. This Agreement shall become effective with respect to a Fund on January 1, 2003, or at such other date as may be set by the Fund’s Board of Directors/Trustees by resolution, and shall continue in force for two years from the date hereof, and is renewable annually thereafter by specific approval of the Directors/Trustees of the Fund or by vote of a majority of the outstanding voting securities of the Fund; any such renewal shall be approved by the vote of a majority of the Directors/Trustees who are not parties to this Agreement or interested persons of Lord Abbett or of the Fund, cast in person at a meeting called for the purpose of voting on such renewal.
This Agreement may be terminated without penalty at any time by the Directors/Trustees of a Fund or by Lord Abbett on 60 days’ written notice. This Agreement shall automatically terminate in the event of its assignment. The terms “interested persons,” “assignment” and “vote of a majority of the outstanding voting securities” shall have the same meaning as those terms are defined in the 1940 Act.
9. Addition of New Funds to Agreement. In the event that a new fund is created in the Lord Abbett Family of Funds and such fund wishes to engage Lord Abbett to perform Administrative Services under this Agreement, such fund shall be entitled to do so by executing and delivering to Lord Abbett a document accepting this Agreement. The employment of Lord Abbett on behalf of any new fund shall become effective upon Lord Abbett’s receipt of such counterpart executed by such new fund.
10. Individual Liability. The obligations of each Fund, including those imposed hereby, are not personally binding upon, nor shall resort be had to the private property of, any of the
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Directors/Trustees, shareholders, officers, employees or agents of the Fund individually, but are binding only upon the assets and property of the Fund. Any and all personal liability, either at common law or in equity, or by statute or constitution, of every such Director/Trustee, shareholder, officer, employee or agent for any breach by the Fund of any agreement, representation or warranty hereunder is hereby expressly waived as a condition of and in consideration for the execution of this Agreement by the Fund.
11. Liability of Funds Several and not Joint. The obligations of a Fund under this Agreement are enforceable solely against that Fund and its assets.
12. Delaware Law. This Agreement shall be construed and the provisions interpreted under and in accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, each of the parties has caused this Agreement to be executed in its name and on its behalf by its duly authorized representative.
On Behalf of each of the Lord Abbett Funds listed on Exhibit 1 Attached hereto
By:
/s/ Lawrence H. Kaplan
Lawrence H. Kaplan
Vice President and Secretary
Attested:
/s/ Brooke A. Fapohunda
Brooke A. Fapohunda
Vice President and Assistant Secretary
LORD, ABBETT & CO. LLC
By:
/s/ Lawrence H. Kaplan
Lawrence H. Kaplan
Vice President and Secretary
Attested:
/s/ Brooke A. Fapohunda
Brooke A. Fapohunda
Vice President and Assistant Secretary
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EXHIBIT 1
TO
ADMINISTRATIVE SERVICES AGREEMENT
The following funds comprise the Lord Abbett Family of Funds:
Lord Abbett Affiliated Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Equity Trust
Lord Abbett Calibrated Large Cap Value Fund
Lord Abbett Calibrated Mid Cap Value Fund
Lord Abbett Global Fund, Inc.
Lord Abbett Emerging Markets Corporate Debt Fund
Lord Abbett Emerging Markets Currency Fund
Lord Abbett Emerging Markets Local Bond Fund
Lord Abbett Multi-Asset Global Opportunity Fund
Lord Abbett Investment Trust
Lord Abbett Convertible Fund
Lord Abbett Core Fixed Income Fund
Lord Abbett Core Plus Bond Fund
Lord Abbett Diversified Equity Strategy Fund
Lord Abbett Floating Rate Fund
Lord Abbett High Yield Fund
Lord Abbett Income Fund
Lord Abbett Inflation Focused Fund
Lord Abbett Multi-Asset Balanced Opportunity Fund
Lord Abbett Multi-Asset Growth Fund
Lord Abbett Multi-Asset Income Fund
Lord Abbett Short Duration Income Fund
Lord Abbett Total Return Fund
Lord Abbett Mid Cap Stock Fund, Inc.
Lord Abbett Municipal Income Fund, Inc.
Lord Abbett AMT Free Municipal Bond Fund
Lord Abbett California Tax-Free Income Fund
Lord Abbett High Yield Municipal Bond Fund
Lord Abbett Intermediate Tax Free Fund
Lord Abbett National Tax-Free Income Fund
Lord Abbett New Jersey Tax-Free Income Fund
Lord Abbett New York Tax-Free Income Fund
Lord Abbett Short Duration High Yield Municipal Bond Fund
Lord Abbett Short Duration Tax Free Fund
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Lord Abbett Research Fund, Inc.
Lord Abbett Calibrated Dividend Growth Fund
Lord Abbett Growth Opportunities Fund
Small-Cap Value Series
Lord Abbett Securities Trust
Lord Abbett Alpha Strategy Fund
Lord Abbett Fundamental Equity Fund
Lord Abbett Growth Leaders Fund
Lord Abbett International Core Equity Fund
Lord Abbett International Dividend Income Fund
Lord Abbett International Opportunities Fund
Lord Abbett Micro-Cap Growth Fund
Lord Abbett Micro-Cap Value Fund
Lord Abbett Value Opportunities Fund
Lord Abbett Series Fund, Inc.
Bond-Debenture Portfolio
Calibrated Dividend Growth Portfolio
Classic Stock Portfolio
Developing Growth Portfolio
Fundamental Equity Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Core Equity Portfolio
International Opportunities Portfolio
Mid Cap Stock Portfolio
Short Duration Income Portfolio
Total Return Portfolio
Value Opportunities Portfolio
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.
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EXHIBIT 2
TO
ADMINISTRATIVE SERVICES AGREEMENT
In accordance with section 2 of the Agreement, Lord Abbett will provide, or arrange to have provided, to each Fund all Administrative Services (to the extent that such services do not constitute advisory services provided to the Fund under the Investment Management Agreement) including, but not limited to, the Administrative Services listed below. Services listed in this Exhibit 2 may be modified or discontinued based on the mutual consent, approval, and/or action of the parties.
(a) Fund Accounting and Financial Reporting Services
(1) | Perform Fund accounting services which include, but are not limited to, daily NAV calculations and, where applicable, daily distribution calculations and disseminations. |
(2) | Perform the functions of a mutual fund’s chief financial officer and treasurer. |
(3) | Perform financial reporting functions, including reports to the Board of Directors/Trustees and preparation of financial statements. |
(4) | Perform Fund budgeting and accounts payable functions. |
(5) | Calculate, or oversee the calculation of, the amount of assets of each applicable Fund that are required to be segregated pursuant to Section 18(f)(1) of the 1940 Act and applicable SEC guidance and interpretations thereof. |
(6) | Ensure that payments made by a Fund pursuant to a plan of distribution adopted pursuant to Rule 12b-1 under the 1940 Act are accurate and in accordance with such plan. |
(b) Tax Functions
(1) | Monitor Internal Revenue Service compliance requirements in order to maintain each Fund’s beneficial mutual fund tax status. |
(2) | Compute and communicate Fund dividend and capital gain distributions based upon each Fund’s taxable income in order to avoid punitive fund level taxes. |
(3) | Facilitate the preparation and filing of requisite federal, state, and local income and excise tax returns. |
(4) | Monitor each Fund’s dividends and capital gain distributions, and make any necessary adjustments to such, for each Fund to maintain its qualification as a “regulated investment company” under the Internal Revenue Code of 1986, as amended, if the Fund has so elected. |
(5) | Determine and disseminate the tax characterization of distributions to be used by brokers for year-end shareholder tax reporting. |
(6) | Oversee the year-end shareholder tax form filings prepared by the Funds’ Transfer Agent. |
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(c) Shareholder Servicing Functions
(1) | Monitor Transfer Agent and omnibus subaccounting recordkeepers to ensure shareholder accounts are being processed in compliance with the appropriate regulations and are reflected appropriately in the Fund’s records. |
(2) | Implement appropriate procedures to monitor shareholder transaction activity to detect and restrict excessive trading of shares of the Funds. |
(d) Board Servicing Functions
(1) | Prepare reports, memoranda, and other materials as requested by the Board or as agreed to from time to time and maintain files of Board, Board committee, and shareholder meeting materials, including minutes. |
(2) | Assist in preparation of Board members’ questionnaires. |
(e) SEC Filing Functions
(1) | Prepare and file, or oversee the preparation and filing of, those reports required by the U.S. Securities and Exchange Commission (“SEC”) to be filed by a Fund, such as Forms N-SAR, N-MFP, N-Q, 24f-2, and N-PX (or any successor forms). |
(2) | Prepare, update, file with the SEC, and arrange for printing and dissemination the Funds’ registration statements, including pre-effective and post-effective amendments, Prospectuses, Statements of Additional Information, and supplements. |
(3) | Prepare and/or review and file proxy materials with the SEC. |
(4) | Review annual and semi-annual reports of the Funds. |
(f) Legal Functions
(1) | Prepare and negotiate service provider and servicing agreements on behalf of the Funds. |
(2) | Monitor legal and regulatory developments of relevance to each Fund. |
(g) Compliance Functions
(1) | Prepare and maintain those books and records required by Rule 31a-1 under the1940 Act with respect to services performed pursuant to this Agreement. |
(2) | Monitor compliance with Fund policies on valuing (pricing) all Fund assets. |
(3) | Prepare and review periodic compliance reports. |
(4) | Oversee compliance program of the Funds’ service providers. |
(5) | Monitor compliance by each Fund with various conditions imposed by exemptive orders and/or regulatory requirements relating to mutual funds, multiple classes of shares, and funds of funds. |
(6) | Coordinate regulatory examinations of the Funds. |
(7) | Register with the National Futures Association those Funds not excluded from the definition of a “commodity pool.” |
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(h) Blue Sky Functions
(1) | Register Fund shares with appropriate state blue sky authorities. |
(2) | Obtain and renew all sales permits required by relevant state authorities in order to permit the sale of shares in the state. |
(3) | Monitor the sale of shares in individual states. |
(4) | Respond to all blue sky audit and examination issues. |
(i) Other Functions
(1) | Prepare applications for and monitor insurance coverage for the Funds. |
(2) | Maintain the technology platforms and market data feeds necessary for the daily accounting and reporting functions set forth in this Agreement. |
2- 3 |
AMENDMENT 1
to the
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
among
The funds comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)
WHEREAS, the Funds and Lord Abbett entered into an Amended and Restated Administrative Services Agreement dated May 1, 2016, as may be amended from time to time (the “Agreement”);
WHEREAS, Section 9 of the Agreement provides for the addition to the Agreement of new funds created in the Lord Abbett Family of Funds where such funds wish to engage Lord Abbett to perform administrative services under the Agreement; and
WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include such additional funds;
NOW, THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:
1. | The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement: | |
Lord Abbett Investment Trust | ||
- Lord Abbett Ultra Short Bond Fund | ||
2. | The Agreement shall remain the same in all other respects. | |
3. | The Amendment is effective as of the 11 th day of October 2016. |
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.
On behalf of each of the Lord Abbett Funds listed
on Exhibit 1 attached hereto |
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By: | /s/ Joan A. Binstock | ||
Joan A. Binstock | |||
Chief Financial Officer |
Attested: | ||
/s/ Brooke A. Fapohunda | ||
Brooke A. Fapohunda | ||
Vice President and Assistant Secretary |
LORD, ABBETT & CO. LLC | |||
By: | /s/ Daria L. Foster | ||
Daria L. Foster | |||
Managing Member |
Attested: | ||
/s/ Lawrence H. Kaplan | ||
Lawrence H. Kaplan | ||
Member and General Counsel |
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EXHIBIT 1 (AMENDED AS OF October 11, 2016) 1
TO
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
The following funds comprise the Lord Abbett Family of Funds:
Lord Abbett Affiliated Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Equity Trust
Lord Abbett Calibrated Large Cap Value Fund
Lord Abbett Calibrated Mid Cap Value Fund
Lord Abbett Global Fund, Inc.
Lord Abbett Emerging Markets Corporate Debt Fund
Lord Abbett Emerging Markets Currency Fund
Lord Abbett Emerging Markets Local Bond Fund
Lord Abbett Multi-Asset Global Opportunity Fund
Lord Abbett Investment Trust
Lord Abbett Convertible Fund
Lord Abbett Core Fixed Income Fund
Lord Abbett Core Plus Bond Fund
Lord Abbett Diversified Equity Strategy Fund
Lord Abbett Floating Rate Fund
Lord Abbett High Yield Fund
Lord Abbett Income Fund
Lord Abbett Inflation Focused Fund
Lord Abbett Multi-Asset Balanced Opportunity Fund
Lord Abbett Multi-Asset Growth Fund
Lord Abbett Multi-Asset Income Fund
Lord Abbett Short Duration Income Fund
Lord Abbett Total Return Fund
Lord Abbett Ultra Short Bond Fund
Lord Abbett Mid Cap Stock Fund, Inc.
Lord Abbett Municipal Income Fund, Inc.
Lord Abbett AMT Free Municipal Bond Fund
Lord Abbett California Tax-Free Income Fund
Lord Abbett High Yield Municipal Bond Fund
Lord Abbett Intermediate Tax Free Fund
Lord Abbett National Tax-Free Income Fund
Lord Abbett New Jersey Tax-Free Income Fund
Lord Abbett New York Tax-Free Income Fund
Lord Abbett Short Duration High Yield Municipal Bond Fund
Lord Abbett Short Duration Tax Free Fund
1 As amended on October 11, 2016 to reflect the addition of Lord Abbett Ultra Short Bond Fund, a series of Lord Abbett Investment Trust.
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Lord Abbett Research Fund, Inc.
Lord Abbett Calibrated Dividend Growth Fund
Lord Abbett Growth Opportunities Fund
Small-Cap Value Series
Lord Abbett Securities Trust
Lord Abbett Alpha Strategy Fund
Lord Abbett Fundamental Equity Fund
Lord Abbett Growth Leaders Fund
Lord Abbett International Core Equity Fund
Lord Abbett International Dividend Income Fund
Lord Abbett International Opportunities Fund
Lord Abbett Micro-Cap Growth Fund
Lord Abbett Micro-Cap Value Fund
Lord Abbett Value Opportunities Fund
Lord Abbett Series Fund, Inc.
Bond-Debenture Portfolio
Calibrated Dividend Growth Portfolio
Classic Stock Portfolio
Developing Growth Portfolio
Fundamental Equity Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Core Equity Portfolio
International Opportunities Portfolio
Mid Cap Stock Portfolio
Short Duration Income Portfolio
Total Return Portfolio
Value Opportunities Portfolio
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.
AMENDMENT 2
to the
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
among
The funds comprising the Lord Abbett Family of Funds
(each, a “Fund” or collectively, the “Funds”) as set forth on Exhibit 1
and
Lord, Abbett & Co. LLC (“Lord Abbett”)
WHEREAS, the Funds and Lord Abbett entered into an Amended and Restated Administrative Services Agreement dated May 1, 2016, as may be amended from time to time (the “Agreement”);
WHEREAS, Section 9 of the Agreement provides for the addition to the Agreement of new funds created in the Lord Abbett Family of Funds where such funds wish to engage Lord Abbett to perform administrative services under the Agreement; and
WHEREAS, the Funds and Lord Abbett desire to further amend the Agreement to include such additional funds;
NOW, THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, the parties mutually agree to amend the Agreement in the following respects:
1. | The Agreement is hereby amended to add the following fund to Exhibit 1 of the Agreement: |
Lord Abbett Securities Trust
- Lord Abbett Global Core Equity Fund
2. | The Agreement shall remain the same in all other respects. |
3. | The Amendment is effective as of the 30 th day of November 2016. |
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IN WITNESS WHEREOF, each of the parties has caused this Amendment to the Agreement to be executed in its name and on its behalf by its duly authorized representative.
On behalf of each of the Lord Abbett Funds listed on Exhibit 1 attached hereto | |||||
By: | /s/ Joan A. Binstock | ||||
Joan A. Binstock | |||||
Chief Financial Officer | |||||
Attested: | |||||
/s/ Brooke A. Faphonda | |||||
Brooke A. Fapohunda | |||||
Vice President and Assistant Secretary | |||||
LORD, ABBETT & CO. LLC | |||||
By: | /s/ Daria L. Foster | ||||
Daria L. Foster | |||||
Managing Member | |||||
Attested: | |||||
/s/ Lawrence H. Kaplan | |||||
Lawrence H. Kaplan | |||||
Member and General Counsel |
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EXHIBIT 1 (AMENDED AS OF November 30, 2016) 1
TO
AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT
The following funds comprise the Lord Abbett Family of Funds:
Lord Abbett Affiliated Fund, Inc.
Lord Abbett Bond-Debenture Fund, Inc.
Lord Abbett Developing Growth Fund, Inc.
Lord Abbett Equity Trust
Lord Abbett Calibrated Large Cap Value Fund
Lord Abbett Calibrated Mid Cap Value Fund
Lord Abbett Global Fund, Inc.
Lord Abbett Emerging Markets Corporate Debt Fund
Lord Abbett Emerging Markets Currency Fund
Lord Abbett Emerging Markets Local Bond Fund
Lord Abbett Multi-Asset Global Opportunity Fund
Lord Abbett Investment Trust
Lord Abbett Convertible Fund
Lord Abbett Core Fixed Income Fund
Lord Abbett Core Plus Bond Fund
Lord Abbett Diversified Equity Strategy Fund
Lord Abbett Floating Rate Fund
Lord Abbett High Yield Fund
Lord Abbett Income Fund
Lord Abbett Inflation Focused Fund
Lord Abbett Multi-Asset Balanced Opportunity Fund
Lord Abbett Multi-Asset Growth Fund
Lord Abbett Multi-Asset Income Fund
Lord Abbett Short Duration Income Fund
Lord Abbett Total Return Fund
Lord Abbett Ultra Short Bond Fund
Lord Abbett Mid Cap Stock Fund, Inc.
Lord Abbett Municipal Income Fund, Inc.
Lord Abbett AMT Free Municipal Bond Fund
Lord Abbett California Tax-Free Income Fund
Lord Abbett High Yield Municipal Bond Fund
Lord Abbett Intermediate Tax Free Fund
Lord Abbett National Tax-Free Income Fund
Lord Abbett New Jersey Tax-Free Income Fund
Lord Abbett New York Tax-Free Income Fund
Lord Abbett Short Duration High Yield Municipal Bond Fund
Lord Abbett Short Duration Tax Free Fund
1 As amended on November 30, 2016 to reflect the addition of Lord Abbett Global Core Equity Fund, a series of Lord Abbett Securities Trust.
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Lord Abbett Research Fund, Inc.
Lord Abbett Calibrated Dividend Growth Fund
Lord Abbett Growth Opportunities Fund
Small-Cap Value Series
Lord Abbett Securities Trust
Lord Abbett Alpha Strategy Fund
Lord Abbett Fundamental Equity Fund
Lord Abbett Global Core Equity Fund
Lord Abbett Growth Leaders Fund
Lord Abbett International Core Equity Fund
Lord Abbett International Dividend Income Fund
Lord Abbett International Opportunities Fund
Lord Abbett Micro-Cap Growth Fund
Lord Abbett Micro-Cap Value Fund
Lord Abbett Value Opportunities Fund
Lord Abbett Series Fund, Inc.
Bond-Debenture Portfolio
Calibrated Dividend Growth Portfolio
Classic Stock Portfolio
Developing Growth Portfolio
Fundamental Equity Portfolio
Growth and Income Portfolio
Growth Opportunities Portfolio
International Core Equity Portfolio
International Opportunities Portfolio
Mid Cap Stock Portfolio
Short Duration Income Portfolio
Total Return Portfolio
Value Opportunities Portfolio
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc.
Exhibit 99.28(i)(ii)
[LETTERHEAD OF VENABLE LLP]
January 23, 2017
Lord Abbett Municipal Income Fund, Inc.
90 Hudson Street
Jersey City, New Jersey 07302-3973
Re: | Registration Statement on Form N-1A: | ||
1933 Act File No. 002-88912 | |||
1940 Act File No. 811-03942 |
Ladies and Gentlemen:
We have served as Maryland counsel to Lord Abbett Municipal Income Fund, Inc., a Maryland corporation registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company (the “Company”), in connection with certain matters of Maryland law arising out of the registration of an indefinite number of shares (the “Shares”) of common stock, $.001 par value per share, of the Company classified and designated as Class T shares of the series listed on Exhibit A hereto. The offering of the Shares is covered by a post-effective amendment to the above-referenced Registration Statement (the “Post-Effective Amendment”), filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “1933 Act”), and the 1940 Act on or about the date hereof.
In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (hereinafter collectively referred to as the “Documents”):
1. The Post-Effective Amendment, substantially in the form transmitted to the Commission;
2. The charter of the Company (the “Charter”), certified by the State Department of Assessments and Taxation of Maryland (the “SDAT”);
3. The Bylaws of the Company, certified as of the date hereof by an officer of the Company;
4. A certificate of the SDAT as to the good standing of the Company, dated as of a recent date;
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Lord Abbett Municipal Income Fund, Inc.
January 23, 2017
Page 2
5. Resolutions adopted by the Board of Directors of the Company (the “Resolutions”) relating to the authorization of the sale and issuance of the Shares at net asset value in a continuous public offering, certified as of the date hereof by an officer of the Company;
6. A certificate executed by an officer of the Company, dated as of the date hereof; and
7. Such other documents and matters as we have deemed necessary or appropriate to express the opinion set forth below, subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed the following:
1. Each individual executing any of the Documents, whether on behalf of such individual or any other person, is legally competent to do so.
2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.
3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding and are enforceable in accordance with all stated terms.
4. All Documents submitted to us as originals are authentic. The form and content of all Documents submitted to us as unexecuted drafts do not differ in any respect relevant to this opinion from the form and content of such Documents as executed and delivered. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All representations, warranties, statements and information contained in the Documents are true and complete. There has been no oral or written modification of or amendment to any of the Documents, and there has been no waiver of any provision of any of the Documents, by action or omission of the parties or otherwise.
5. Upon any issuance of the Shares, the total number of issued and outstanding Shares will not exceed the total number of Class T shares of the applicable series that the Company is then authorized to issue under the Charter.
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Lord Abbett Municipal Income Fund, Inc.
January 23, 2017
Page 3
Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.
2. The issuance of the Shares has been duly authorized and, when and if issued and delivered against payment of net asset value therefor in accordance with the Resolutions and the Registration Statement, the Shares will be validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with the 1940 Act or other federal securities laws, or state securities laws, including the securities laws of the State of Maryland.
The opinion expressed herein is limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinion expressed herein after the date hereof.
This opinion is being furnished to you for submission to the Commission as an exhibit to the Registration Statement. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Venable LLP
135302/411452
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EXHIBIT A
Lord Abbett AMT Free Municipal Bond Fund
Lord Abbett California Tax-Free Income Fund
Lord Abbett High Yield Municipal Bond Fund
Lord Abbett Intermediate Tax Free Fund
Lord Abbett National Tax-Free Income Fund
Lord Abbett New Jersey Tax-Free Income Fund
Lord Abbett New York Tax-Free Income Fund
Lord Abbett Short Duration High Yield Municipal Bond Fund
Lord Abbett Short Duration Tax Free Fund
Exhibit 99.28(j)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Post-Effective Amendment No. 76 to Registration Statement No. 002-88912 on Form N-1A of our report dated November 22, 2016, relating to the financial statements and financial highlights of Lord Abbett Municipal Income Fund, Inc., including Lord Abbett Short Duration Tax Free Fund, Lord Abbett Intermediate Tax Free Fund, Lord Abbett AMT Free Municipal Bond Fund, Lord Abbett National Tax Free Fund, Lord Abbett High Yield Municipal Bond Fund, Lord Abbett Short Duration High Yield Municipal Bond Fund, Lord Abbett California Tax Free Fund, Lord Abbett New Jersey Tax Free Fund, and Lord Abbett New York Tax Free Fund appearing in the Annual Report on Form N-CSR of Lord Abbett Municipal Income Fund, Inc. for the year ended September 30, 2016 and to the references to us under the headings “Financial Highlights” in the Prospectus and “Independent Registered Public Accounting Firm” and “Financial Statements” in the Statement of Additional Information, which are part of such Registration Statement.
/s/ DELOITTE & TOUCHE LLP
New York, New York
January 25, 2017
The Lord Abbett Family of Funds
Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement
as of December 15, 2016
AMENDED AND RESTATED RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated as of December 15, 2016 by and between each of the registered, open-end management investment companies acting individually in respect of their constituent series listed on Schedule A hereto (each a “Fund”) and Lord Abbett Distributor LLC, a New York limited liability company (the “Distributor”). This Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement dated as of December 15, 2016 supersedes the Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement dated as of June 16, 2016.
WHEREAS, each Fund is an open-end management investment company or a series thereof registered under the Investment Company Act of 1940, as amended (the “Act”), and the Distributor is the exclusive selling agent of the Fund’s shares of beneficial interest or common stock, as the case may be (“Shares”), pursuant to the Distribution Agreement between the Fund and the Distributor.
WHEREAS, each Fund desires to amend and restate its Distribution Plan and Agreement by adopting and entering into this instrument on a several but not joint basis with each other Fund (as amended and restated, the “Plan”) with the Distributor, as permitted by Rule 12b-1 under the Act, pursuant to which the Fund may make certain payments to the Distributor to be used by the Distributor or paid to institutions and persons permitted by applicable law and/or rules to receive such payments (“Authorized Institutions”) in connection with sales of Shares and/or servicing of accounts of shareholders holding Shares, with which the Distributor has entered into a dealer or similar agreement (the “Agreements”).
WHEREAS, the Fund’s Board of Directors or Trustees, as the case may be (“Board”), has determined that there is a reasonable likelihood that the Plan will benefit the Fund and the holders of the Shares.
NOW, THEREFORE, in consideration of the mutual covenants and of other good and valuable consideration, receipt of which is hereby acknowledged, it is agreed as follows:
1. The Fund has entered into a Distribution Agreement with the Distributor, under which the Distributor uses reasonable efforts, consistent with its other business, to secure purchasers of the Fund’s Shares. These efforts may include, but neither are required to include nor are limited to, the following: (a) making payments to Authorized Institutions in connection with sales of Shares and/or servicing of accounts of shareholders holding Shares; (b) providing continuing information and investment services to shareholder accounts not serviced by Authorized Institutions receiving a service fee from the Distributor hereunder and otherwise to encourage shareholder accounts to remain invested in the Shares; and (c) otherwise rendering service to the Fund, including paying and financing the payment of sales commissions, service fees and other costs of distributing and selling Shares as provided in paragraph 2 of this Plan.
2. (a) Class A Fees .
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of up to 0.50% of the average daily net asset value of Class A Shares outstanding, subject to paragraph 3 hereof and any reduction specified on Schedule B hereto. Payments
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by holders of Class A Shares of contingent deferred reimbursement charges relating to fees paid by the Fund hereunder shall reduce the amount of fees for purposes of the annual 0.50% limit in those instances where the Fund is entitled to retain these charges. Notwithstanding the foregoing, the Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund shall pay to the Distributor an aggregate fee at the annual rate of 0.15% of the average daily net asset value of Class A Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class A Shares or in service activities with respect to Class A Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(a)(i) hereof, the Fund may attribute a portion of the fee to service activities, which portion shall not exceed 0.25% of the average daily net asset value of Class A Shares outstanding, subject to any reduction specified on Schedule B hereto. The Distributor may use all or a portion of the fee to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(b) Class B Fees .
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of up to 1.00% of the average daily net asset value of Class B Shares outstanding, subject to paragraph 3 hereof. Notwithstanding the foregoing, the Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund shall pay to the Distributor an aggregate fee at the annual rate of .75% of the average daily net asset value of Class B Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class B Shares or in service activities with respect to the Class B Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(b)(i) hereof, the Fund may attribute a portion of the fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class B Shares outstanding. The Distributor may use all or a portion of the fee to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(c) Class C Fees .
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of up to 1.00% of the average daily net asset value of Class C Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class C Shares or in service activities with respect to the Class C Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(c)(i) hereof, the Fund may attribute a portion of the fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class C Shares outstanding. The Distributor may use all or a portion of the fee to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
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(d) Class F Fees .
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of up to 1.00% of the average daily net asset value of Class F Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class F Shares or in service activities with respect to Class F Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(d)(i) hereof, the Fund may attribute a portion of the fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class F Shares outstanding. The Distributor may use all or a portion of the fee to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(e) Class P Fees .
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of up to .75% of the average daily net asset value of Class P Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class P Shares or in service activities with respect to Class P Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(e)(i) hereof, the Fund may attribute a portion of the fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class P Shares outstanding. The Distributor may use all or a portion of the fee to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(f) Class R2 Fees .
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of up to 1.00% of the average daily net asset value of Class R2 Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class R2 Shares or in service activities with respect to Class R2 Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(f)(i) hereof, the Fund may attribute a portion of the fee to service activities, which portion shall not exceed .25% of the average daily net asset value Class R2 Shares outstanding. The Distributor may use all or a portion of the fee to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(g) Class R3 Fees .
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of up to 1.00% of the average daily net asset value of Class R3 Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the fee received
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pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class R3 Shares or in service activities with respect to Class R3 Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(g)(i) hereof, the Fund may attribute a portion of the fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class R3 Shares outstanding. The Distributor may use all or a portion of the fee to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(h) Class R4 Fees .
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of up to .50% of the average daily net asset value of Class R4 Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class R4 Shares or in service activities with respect to Class R4 Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(h)(i) hereof, the Fund may attribute a portion of the fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class R4 Shares outstanding. The Distributor may use all or a portion of the fee to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
(i) Class T Fees .
(i) In consideration for the services provided and the expenses incurred by the Distributor pursuant to the Distribution Agreement and paragraph 1 hereof, the Fund shall pay to the Distributor an aggregate fee at the annual rate of .25% of the average daily net asset value of Class T Shares outstanding, subject to paragraph 3 hereof. The Distributor may use all or any portion of the fee received pursuant to this paragraph to compensate Authorized Institutions that have engaged in the sale of Class T Shares or in service activities with respect to Class T Shares pursuant to the Agreements, or to pay any of the expenses associated with other activities authorized under paragraph 1 hereof.
(ii) Subject to the aggregate fee amounts set forth in paragraph 2(i)(i) hereof, the Fund may attribute a portion of the fee to service activities, which portion shall not exceed .25% of the average daily net asset value of Class T Shares outstanding. The Distributor may use all or a portion of the fee to compensate Authorized Institutions for service activities as defined in paragraph 5 below.
3. The Board shall from time to time determine the amounts, within the foregoing maximum amounts described in paragraph 2, that the Fund may pay the Distributor hereunder. These determinations and approvals of nonmaterial amendments to this Plan by the Board shall be made and given by votes of the kind referred to in paragraph 9.
4. The net asset value of the Shares shall be determined as provided in the Prospectus and Statement of Additional Information of the Fund. Any fees payable hereunder, which may be waived by the Distributor or Authorized Institutions in whole or in part, may be calculated and paid at least quarterly. If the Distributor waives all or a portion of the fees that are to be paid by the Fund hereunder, the Distributor shall not be deemed to have waived its rights under this Plan to have the Fund pay fees in
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the future. Nothing herein shall prohibit the Distributor from collecting fees in any given year, as provided hereunder, in excess of expenditures made in that year for activities authorized under paragraph 1 hereof. The Distributor in its sole discretion may assign its right to receive fees hereunder.
5. The Distributor shall provide to the Fund’s Board, and the Board shall review at least quarterly, a written report of the amounts expended pursuant to this Plan and the purposes for which the expenditures were made, including amounts expended for “distribution activities” and/or “service activities.” For purposes of this Plan, “distribution activities” shall mean any activities that are not deemed “service activities.” “Service activities” shall mean activities in connection with the provision of “personal service and/or the maintenance of shareholder accounts” in the Shares as provided for in Section 2830(b)(9) of the Financial Industry Regulatory Authority (“FINRA”) Conduct Rules; provided, however, that if FINRA amends the definition of “service fee” for purposes of Section 2830(b)(9) of the FINRA Conduct Rules or adopts any successor provision that differs from the definition of “service activities” hereunder, or if FINRA adopts a related interpretive position intended to define the same concept, the definition of “service activities” in this paragraph shall be automatically amended, without further action of the parties, to conform to the then effective FINRA definition. Overhead and other expenses related to “distribution activities” or “service activities,” including telephone and other communications expenses, may be included in the information regarding amounts expended for these activities.
6. The Distributor shall give the Fund the benefit of the Distributor’s reasonable judgment and good faith efforts in rendering services under this Plan. Other than to abide by the provisions hereof and render the services called for hereunder in good faith, the Distributor assumes no responsibility under this Plan and, having so acted, the Distributor shall not be held liable or held accountable for any mistake of law or fact, or for any loss or damage arising or resulting therefrom suffered by the Fund, or any of its shareholders, creditors, Board Members, or officers of the Fund; provided however, that nothing herein shall be deemed to protect the Distributor against any liability to the Fund or its shareholders by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder, or by reason of the reckless disregard of its obligations and duties hereunder.
7. This Plan shall become effective upon the date hereof, and shall continue in effect from year to year so long as the Plan, together with any related agreements, is specifically approved at least annually by votes of a majority of both (a) the Board and (b) those Board Members who are not “interested persons” of the Fund and have no direct or indirect financial interest in the operation of this Plan or any agreements related thereto (“Independent Board Members”), cast in person at a meeting called for the purpose of voting on this approval. If a Fund is a series of a registered investment company, references to the Board, Board Members and Independent Board Members shall be to that or those of the company of which the Fund is a series.
8. This Plan may not be amended to increase materially the amount to be spent by the Fund hereunder above the maximum amounts referred to in paragraph 2 without a vote of a majority of the outstanding voting securities of the Fund in compliance with Rule 12b-1 and Rule 18f-3 under the Act or any successor statutes, rules or regulations as in effect at that time, and each material amendment must be approved in the manner provided for by paragraph 7. Because this amendment and restatement of the Plan does not increase the fees payable under the Plan as previously in effect, approval in the manner specified in paragraph 7 shall be sufficient for its adoption.
9. Amendments to this Plan other than material amendments of the kind referred to in paragraph 8 may be adopted by a majority of both (a) the Board Members and (b) the Independent Board Members. The Board may, by such a vote, interpret this Plan and make all determinations necessary or advisable for its administration.
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10. This Plan may be terminated at any time without the payment of any penalty by the vote of a majority of the Independent Board Members, or by a vote of a majority of the outstanding voting securities of the Fund in compliance with Rule 12b-1 and Rule 18f-3 under the Act or any successor statute, rule or regulation as in effect at that time. This Plan shall automatically terminate in the event of its assignment.
11. So long as this Plan shall remain in effect, the selection and nomination of those Board Members of the Fund who are not “interested persons” of the Fund are committed to the discretion of the incumbent disinterested Board Members. The terms “interested persons,” “assignment” and “vote of a majority of the outstanding voting securities” shall have the same meanings as those terms are defined in the Act.
12. The Funds are adopting and entering into this Plan on a common basis for administrative convenience and not for the reason of creating or incurring any right, privilege, obligation or liability with respect to each other. Without limiting the generality of the foregoing, the obligations of the Funds under this Plan are several and not joint, and no Fund or class of Shares shall have any liability to pay any fee for any other Fund or class of Shares. This Plan shall be severable as to any Fund at the election of the Independent Board Members of that Fund. Additional Funds or classes of Shares may be added and existing Funds or classes of Shares may be removed from the operation of this Plan without action by any other Fund or class of Shares.
13. The obligations of the Fund, including those imposed hereby, are not personally binding upon, nor shall resort be had to the private property of, any of the Board Members, shareholders, officers, employees or agents of the Fund individually, but are binding only upon the assets and property of the Fund. Any and all personal liability, either at common law or in equity, or by statute or constitution, of every Board Member, shareholder, officer, employee or agent for any breach of the Fund of any agreement, representation or warranty hereunder is hereby expressly waived as a condition of and in consideration for the execution of this Agreement by the Fund.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and on its behalf by its duly authorized representative as of the date first above written.
EACH OF THE FUNDS LISTED ON SCHEDULE A HERETO | ||||
By: | /s/ Lawrence H. Kaplan | |||
Lawrence H. Kaplan | ||||
Vice President & Secretary | ||||
ATTEST: | ||||
/s/ Lawrence B. Stoller | ||||
Lawrence B. Stoller | ||||
Vice President & Assistant Secretary |
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LORD ABBETT DISTRIBUTOR LLC | ||||
By: | LORD, ABBETT & CO. LLC | |||
Managing Member | ||||
By: | /s/ Lawrence H. Kaplan | |||
Lawrence H. Kaplan | ||||
A Member |
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SCHEDULE A
The Lord Abbett Family of Funds
Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement
As of December 15, 2016 1
FUNDS | CLASSES | ||
Lord Abbett Affiliated Fund, Inc. | A, B, C, F, P, R2, R3, R4, T | ||
Lord Abbett Bond-Debenture Fund, Inc. | A, B, C, F, P, R2, R3, R4, T | ||
Lord Abbett Developing Growth Fund, Inc. | A, B, C, F, P, R2, R3, R4, T | ||
Lord Abbett Equity Trust | |||
Lord Abbett Calibrated Large Cap Value Fund | A, C, F, R2, R3 , R4, T | ||
Lord Abbett Calibrated Mid Cap Value Fund | A, C, F, R2, R3 , R4, T | ||
Lord Abbett Global Fund, Inc. | |||
Lord Abbett Emerging Markets Corporate Debt Fund | A, C, F, R2, R3, R4, T | ||
Lord Abbett Emerging Markets Currency Fund | A, B, C, F, P, R2, R3, R4, T | ||
Lord Abbett Emerging Markets Local Bond Fund | A, C, F, R2, R3, R4, T | ||
Lord Abbett Multi-Asset Global Opportunity Fund | A, B, C, F, P, R2, R3, R4, T | ||
Lord Abbett Investment Trust | |||
Lord Abbett Convertible Fund | A, B, C, F, P, R2, R3 , R4, T | ||
Lord Abbett Core Fixed Income Fund | A, B, C, F, P, R2, R3 , R4, T | ||
Lord Abbett Core Plus Bond Fund | A, C, F, R2, R3, R4, T | ||
Lord Abbett Diversified Equity Strategy Fund | A, B, C, F, P, R2, R3 , R4, T | ||
Lord Abbett Floating Rate Fund | A, B, C, F, R2, R3 , R4, T | ||
Lord Abbett High Yield Fund | A, B, C, F, P, R2, R3 , R4, T | ||
Lord Abbett Income Fund | A, B, C, F, P, R2, R3 , R4, T | ||
Lord Abbett Inflation Focused Fund | A, C, F, R2, R3 , R4, T | ||
Lord Abbett Multi-Asset Balanced Opportunity Fund | A, B, C, F, P, R2, R3 , R4, T | ||
Lord Abbett Multi-Asset Growth Fund | A, B, C, F, P, R2, R3 , R4, T | ||
Lord Abbett Multi-Asset Income Fund | A, B, C, F, P, R2, R3 , R4, T | ||
Lord Abbett Short Duration Income Fund | A, B, C, F, P, R2, R3 , R4, T | ||
Lord Abbett Total Return Fund | A, B, C, F, P, R2, R3 , R4, T | ||
Lord Abbett Ultra Short Bond Fund | A, F, T | ||
Lord Abbett Mid Cap Stock Fund, Inc. | A, B, C, F, P, R2, R3, R4, T | ||
Lord Abbett Municipal Income Fund, Inc. | |||
Lord Abbett AMT Free Municipal Bond Fund | A, C, F, T | ||
Lord Abbett California Tax-Free Income Fund | A, C, F, P, T | ||
Lord Abbett High Yield Municipal Bond Fund | A, B, C, F, P, T | ||
Lord Abbett Intermediate Tax-Free Fund | A, B, C, F, P, T | ||
Lord Abbett National Tax-Free Income Fund | A, B, C, F, P, T |
1 As amended on December 15, 2016 to reflect the addition of Class T shares for certain series of the Lord Abbett Family of Funds.
A- 1 |
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Lord Abbett New Jersey Tax-Free Income Fund | A, F, P, T | ||
Lord Abbett New York Tax-Free Income Fund | A, C, F, P, T | ||
Lord Abbett Short Duration High Yield Municipal Bond Fund | A, C, F, T | ||
Lord Abbett Short Duration Tax Free Fund | A, B, C, F, T | ||
Lord Abbett Research Fund, Inc. | |||
Lord Abbett Calibrated Dividend Growth Fund | A, B, C, F, P, R2, R3, R4, T | ||
Lord Abbett Growth Opportunities Fund | A, B, C, F, P, R2, R3, R4, T | ||
Small-Cap Value Series | A, B, C, F, P, R2, R3, R4, T | ||
Lord Abbett Securities Trust | |||
Lord Abbett Alpha Strategy Fund | A, B, C, F, P, R2, R3, R4, T | ||
Lord Abbett Fundamental Equity Fund | A, B, C, F, P, R2, R3, R4, T | ||
Lord Abbett Global Core Equity Fund | A, C, F, R2, R3 , R4, T | ||
Lord Abbett Growth Leaders Fund | A, B, C, F, R2, R3 , R4, T | ||
Lord Abbett International Core Equity Fund | A, B, C, F, P, R2, R3, R4, T | ||
Lord Abbett International Dividend Income Fund | A, B, C, F, R2, R3, R4, T | ||
Lord Abbett International Opportunities Fund | A, B, C, F, P, R2, R3, R4, T | ||
Lord Abbett Micro-Cap Growth Fund | A | ||
Lord Abbett Micro-Cap Value Fund | A | ||
Lord Abbett Value Opportunities Fund | A, B, C, F, P, R2, R3, R4, T | ||
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. | A, B, C |
A- 2 |
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SCHEDULE B
The Lord Abbett Family of Funds – Class A
Amended and Restated Joint Rule 12b-1 Distribution Plan and Agreement
As of December 15, 2016
Entity / Fund |
Service
fees payable with respect to Class A
Shares that were initially issued, or are attributable to shares that were initially issued, by the Fund or a predecessor fund prior to [DATE] shall not exceed [RATE] of the average net asset value of such Shares: |
Lord Abbett Investment Trust –
Lord Abbett Income Fund |
9/1/85 - .15 of 1% |
Lord Abbett Affiliated Fund | 6/1/90 - .15 of 1% |
Lord Abbett Bond-Debenture Fund | 6/1/90 - .15 of 1% |
Lord Abbett Developing Growth Fund | 6/1/90 - .15 of 1% |
Lord Abbett Mid Cap Stock Fund | 6/1/90 - .15 of 1% |
Lord Abbett Municipal Income Fund –
Lord Abbett National Tax-Free Income Fund |
6/1/90 - .15 of 1% |
Lord Abbett Municipal Income Fund –
Lord Abbett New York Tax-Free Income Fund |
6/1/90 - .15 of 1% |
Lord Abbett Municipal Income Fund –
Lord Abbett New Jersey Tax-Free Income Fund |
7/1/92 - .15 of 1% |
B- 1 |
The Lord Abbett Family of Funds
Amended and Restated Plan as of December 15, 2016 1
Pursuant to Rule 18f-3(d)
under the Investment Company Act of 1940
Rule 18f-3 (the “Rule”) under the Investment Company Act of 1940, as amended (the “1940 Act”), requires that the Board of Directors or Trustees of an investment company desiring to offer multiple classes pursuant to the Rule adopt a plan setting forth the separate arrangement and expense allocation of each class, and any related conversion features or exchange privileges. This document constitutes an amended and restated plan (the “Plan”) of each of the investment companies, or series thereof, listed on Schedule A attached hereto (each, a “Fund”). The Plan of any Fund is subject to amendment by action of the Board of Directors or Trustees (the “Board”) of such Fund and without the approval of shareholders of any class, to the extent permitted by law and by the governing documents of such Fund. Unless otherwise determined by the Board, each future Fund will issue multiple classes of shares in accordance with this Plan.
The Board, including a majority of the non-interested Board members, has determined that the following separate arrangement and expense allocation, and the related conversion features, if any, and exchange privileges, of each class of each Fund are in the best interest of each class of each Fund individually and each Fund as a whole.
1. CLASS DESIGNATION .
Shares of all Funds except Lord Abbett Series Fund, Inc. shall be divided into Class A, Class B, Class C, Class F, Class F3, Class P, Class R2, Class R3, Class R4, Class R5, Class R6, Class T and Class I shares as indicated for each Fund on Schedule A attached hereto. In the case of the Lord Abbett Series Fund, Inc., shares of the Growth and Income Portfolio shall be divided into Variable Contract Class shares (Class VC shares) and Class P shares and shares of all other Portfolios shall be comprised of one class of shares as indicated on Schedule A, each of which shall also be known as Class VC shares of the respective Portfolio. Shares of each class of a Fund shall represent an equal pro rata interest in such Fund, and, generally, shall have identical voting, distribution, liquidation and other rights, preferences, powers, restrictions, limitations, qualifications, and terms and conditions, except as set forth below. Each class shall be subject to any investment minimums and other conditions of eligibility as may be set forth in a Fund’s prospectus or statement of additional information as from time to time in effect.
2. SALES CHARGES AND DISTRIBUTION AND SERVICE FEES .
(a) Initial Sales Charge . Class A and Class T shares will be traditional front-end sales charge shares, offered at their net asset value (“NAV”) plus a sales charge in the case of each Fund as described in such Fund’s prospectus as from time to time in effect.
1 | Originally adopted August 15, 1996, and previously Amended and Restated as of July 1, 2008, June 6, 2013, November 6, 2014, April 23, 2015, July 30, 2015, June 16, 2016, and November 3, 2016. |
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Class B shares, Class C shares, Class F shares, Class F3 shares, Class P shares, Class R2 shares, Class R3 shares, Class R4 shares, Class R5 shares, Class R6 shares, Class I shares, and Class VC shares will be offered at their NAV without an initial sales charge.
(b) Service and Distribution Fees . As to the shares of Class A, Class B, Class C, Class F, Class P, Class R2, Class R3, Class R4, and Class T, each Fund will pay service and/or distribution fees under the Plan from time to time in effect adopted for such classes pursuant to Rule 12b-1 under the 1940 Act (the “Joint 12b-1 Plan”), at such rates as are set by its Board.
Pursuant to the Joint 12b-1 Plan as to the Class A shares, if effective, each Fund generally will pay fees at an aggregate fee at the annual rate of 0.35%, 0.25%, or 0.20% of the average daily NAV of the Class A share accounts, as set by the Board, or such other rate as set by the Board from time to time. The Board has the authority to increase the total fees payable under the Joint 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an aggregate fee at the annual rate of 0.50% of the average daily NAV of the Class A shares. The effective dates of the Joint 12b-1 Plan for the Class A shares are based on achievement by the Funds of specified total net assets for the Class A shares of such Funds.
Pursuant to the Joint 12b-1 Plan as to the Class B shares, if effective, each Fund generally will pay an aggregate fee at the annual rate of up to 1.00% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time.
Pursuant to the Joint 12b-1 Plan as to the Class C shares, if effective, each Fund generally will pay an aggregate fee at an annual rate of up to 1.00% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time.
Pursuant to the Joint 12b-1 Plan as to the Class F shares, if effective, each Fund generally will pay an aggregate fee at an annual rate of up to 0.10% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an aggregate fee at the annual rate of 1.00% of the average daily NAV of the Class F shares.
Pursuant to the Joint 12b-1 plan as to the Class P shares, if effective, each Fund generally will pay an aggregate fee at an annual rate of up to 0.45% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an annual rate of 0.75% of the average daily NAV of the Class P shares.
Pursuant to the Joint 12b-1 Plan as to the Class R2 shares, if effective, each Fund generally will pay an aggregate fee at an annual rate of up to 0.60% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an annual rate of 1.00% of the average daily NAV of the Class R2 shares.
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Pursuant to the Joint 12b-1 Plan as to the Class R3 shares, if effective, each Fund generally will pay an aggregate fee at an annual rate of up to 0.50% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an annual rate of 1.00% of the average daily NAV of the Class R3 shares.
Pursuant to the Joint 12b-1 Plan as to the Class R4 shares, if effective, each Fund generally will pay an aggregate fee at an annual rate of up to 0.25% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time. The Board has the authority to increase the fees payable under such 12b-1 Plan by a vote of the Board, including a majority of the independent members thereof, up to an annual rate of 0.50% of the average daily NAV of the Class R4 shares.
Pursuant to the Joint 12b-1 Plan as to the Class T shares, if effective, each Fund generally will pay an aggregate fee at an annual rate of up to 0.25% of the average daily NAV of such shares then outstanding, or such other rate as set by the Board from time to time.
The Class VC shares do not have a Rule 12b-1 Plan. However, pursuant to a separate Services Agreement for the Class VC shares, each Fund generally will pay an aggregate fee at an annual rate of up to 0.25% of the average daily NAV of such shares then outstanding to certain insurance companies for the service and maintenance of shareholder accounts, or such other rate as set by the Board from time to time.
The Class R5 shares do not have a Rule 12b-1 Plan.
The Class R6 shares do not have a Rule 12b-1 Plan.
The Class I shares do not have a Rule 12b-1 Plan.
The Class F3 shares do not have a Rule 12b-1 Plan.
(c) Contingent Deferred Sales Charges (“CDSC”) . Subject to some waiver exceptions, Class A shares purchased in amounts of $1 million or more will be subject to a CDSC equal to 1.00% of the lower of the cost or the NAV of such shares if the shares are redeemed for cash on or before the first day of the month in which the one-year anniversary of the original purchase falls.
Class B shares will be subject to a CDSC ranging from 5.00% to 1.00% of the lower of the cost or the NAV of the shares, if the shares are redeemed for cash before the sixth anniversary of their purchase. The CDSC for the Class B shares may be waived for certain transactions. Class C shares will be subject to a CDSC equal to 1.00% of the lower of the cost or the NAV of the shares if the shares are redeemed for cash before the first anniversary of their purchase.
The Class F, Class F3, Class P, Class R2, Class R3, Class R4, Class R5, Class R6, Class T and Class I shares will not be subject to a CDSC.
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3. CLASS-SPECIFIC EXPENSES .
(a) The following expenses shall be allocated, to the extent such expenses can reasonably be identified as relating to a particular class and consistent with Revenue Procedure 96-47, on a class-specific basis: (i) fees under the Joint 12b-1 Plan applicable to a specific class (net of any CDSC paid with respect to shares of such class and retained by the Fund) and any other costs relating to implementing or amending such Plan, including obtaining shareholder approval of such Plan or any amendment thereto; (ii) transfer and shareholder servicing agent fees and shareholder servicing costs identifiable as being attributable to the particular provisions of a specific class; (iii) stationery, printing, postage and delivery expenses related to preparing and distributing materials such as shareholder reports, prospectuses and proxy statements to current shareholders of a specific class; (iv) Securities and Exchange Commission registration fees incurred by a specific class; (v) Board fees or expenses identifiable as being attributable to a specific class; (vi) fees for outside accountants and related expenses relating solely to a specific class; (vii) litigation expenses and legal fees and expense relating solely to a specific class; (viii) expenses incurred in connection with shareholders meetings as a result of issues relating solely to a specific class and (ix) other expenses relating solely to a specific class, provided, that advisory fees and other expenses related to the management of a Fund’s assets (including custodial fees and tax-return preparation fees) shall be allocated to all shares of such Fund on the basis of NAV, regardless of whether they can be specifically attributed to a particular class. All common expenses shall be allocated to shares of each class at the same time they are allocated to the shares of all other classes. All such expenses incurred by a class of shares will be charged directly to the net assets of the particular class and thus will be borne on a pro rata basis by the outstanding shares of such class. For all Funds, with the exception of Series Fund, each Fund’s Blue Sky expenses will be treated as common expenses. In the case of Series Fund, Blue Sky expenses will be allocated entirely to Class P, as the Class VC of Series Fund has no Blue Sky expenses.
(b) Expenses of a Fund shall be apportioned to each class of shares depending upon the nature of the expense item. For each of the class-specific expenses listed above, the General Counsel and Chief Financial Officer, or their respective designees, shall determine, subject to Board approval or ratification, which such categories of expenses will be treated as class-specific expenses, consistent with applicable legal principles under the 1940 Act and the Internal Revenue Code of 1986, as amended (the “Code”), or any private letter ruling with respect to the Funds issued by the Internal Revenue Service.
(1) Expenses in category (3)(a)(i) above must be allocated to the class for which such expenses are incurred.
(2) With respect to all other approved class-specific expenses, including, with respect to Class R6 shares and Class F3 shares, certain omnibus account fees and infrastructure fees (as set forth under the Amended and Restated Schedule F to the Agency Agreement), the total amount of such class-specific expenses shall be allocated to each of the other separate classes of shares based on the relative net assets of those classes.
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(3) For each Fund’s Class R6 shares and Class F3 shares, the total amount of class-specific expenses (other than certain omnibus account fees and infrastructure fees as set forth above) incurred by such class will be directly allocated to that class.
(4) In addition, certain expenses may be allocated differently if their method of imposition changes. Thus, if a class-specific expense can no longer be attributed to a class, it shall be charged to a Fund for allocation among all of the Fund’s classes of shares, as may be appropriate. However, any additional class-specific expenses not specifically identified above, which are subsequently identified and determined to be properly allocated to one class of shares, shall not be so allocated until approved by the Board, as appropriate, in light of the requirements of the 1940 Act and the Code.
4. INCOME AND EXPENSE ALLOCATIONS .
Income, realized and unrealized capital gains and losses and expenses not allocated to a class as provided above shall be allocated to each class on the basis of the net assets of that class in relation to the net assets of the Fund, except that, in the case of each daily dividend Fund, income and expenses shall be allocated on the basis of relative net assets (settled shares).
5. DIVIDENDS AND DISTRIBUTIONS .
Dividends and distributions paid by a Fund on each class of its shares, to the extent paid, will be calculated in the same manner, will be paid at the same time, and will be in the same amount, except that the amount of the dividends declared and paid by a particular class may be different from that paid by another class because of expenses borne exclusively by that class.
6. NET ASSET VALUES .
The NAV of each share of a class of a Fund shall be determined in accordance with the Articles of Incorporation or Declaration of Trust of such Fund with appropriate adjustments to reflect the allocations of expenses, income and realized and unrealized capital gains and losses of such Fund between or among its classes as provided above.
7. CONVERSION FEATURES .
All conversions are reclassifications of shares that are effected at the relative NAV per share of each share class involved, without the imposition of any sales charge, fee, or other charge. It generally is expected that conversions will not result in taxable gain or loss, provided that the financial intermediary making the conversion request submits the request in writing and that the financial intermediary or other responsible party processes and reports the transaction as a conversion.
(a) Automatic Conversions . The Class B shares will automatically convert to Class A shares 8 years after the date of purchase. When Class B shares convert, any other Class B shares that were acquired by the shareholder by the reinvestment of dividends and distributions will also convert to Class A shares on a pro rata basis. The conversion of Class B shares to Class A shares after 8 years is subject to the continuing availability of a private letter ruling from the Internal Revenue Service or an opinion of counsel to the effect that the conversion does not
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constitute a taxable event for the Class B shareholder under Federal income tax law. If such a revenue ruling or opinion is no longer available, the automatic conversion feature may be suspended, in which event no further conversions of Class B shares would occur while such suspension remained in effect.
(b) Conversions upon Request . At the request of a shareholder’s financial intermediary, shares of a class may be converted to shares of another class of the same Fund, provided that (i) the shareholder is eligible to purchase the new class; and (ii) if the transaction would involve the conversion of Class C shares to Class A shares, the conversion must be made to facilitate the shareholder’s participation in a fee-based advisory program. In addition, shares are not eligible to be converted until any applicable CDSC period has expired. Any conversion under this subsection 7(b) shall be conducted at Lord Abbett’s discretion, including any policies and procedures as to timing and size of the converted lot of shares.
8. EXCHANGE PRIVILEGES .
Except as set forth in a Fund’s prospectus as from time to time in effect, shares of any class of such Fund may be exchanged, at the holder’s option, for shares of the same class of another Fund, or other Lord Abbett-sponsored fund or series thereof, without the imposition of any sales charge, fee or other charge. In addition, shares of Classes F, P, R2, and R3 may be exchanged for Class A shares, but such an exchange will be subject to the imposition of a sales charge to the same extent as any purchase of Class A shares for cash.
9. VOTING RIGHTS .
Shareholders of each class will have exclusive voting rights regarding any matter submitted to shareholders that relates solely to such class, and will have separate voting rights on any matter submitted to shareholders in which the interests of that class differ from the interests of any other class.
* * *
This Plan is qualified by and subject to the terms of the then current prospectus for the applicable Fund; provided, however, that none of the terms set forth in any such prospectus shall be inconsistent with the terms contained herein. The prospectus for each Fund contains additional information about that Fund’s classes and its multiple-class structure.
This Plan has been adopted for each Fund with the approval of, and all material amendments thereto must be approved by, a majority of the members of the Board of such Fund, including a majority of the Board members who are not interested persons of the Fund.
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SCHEDULE A
As of December 15, 2016 3
The Lord Abbett Family of Funds
FUNDS | CLASSES | ||
Lord Abbett Affiliated Fund, Inc. | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Bond-Debenture Fund, Inc. | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Developing Growth Fund, Inc. | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Equity Trust | |||
Lord Abbett Calibrated Large Cap Value Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | ||
Lord Abbett Calibrated Mid Cap Value Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | ||
Lord Abbett Global Fund, Inc. | |||
Lord Abbett Emerging Markets Corporate Debt Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | ||
Lord Abbett Emerging Markets Currency Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Emerging Markets Local Bond Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | ||
Lord Abbett Multi-Asset Global Opportunity Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Investment Trust | |||
Lord Abbett Convertible Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Core Fixed Income Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Core Plus Bond Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | ||
Lord Abbett Diversified Equity Strategy Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Floating Rate Fund | A, B, C, F, F3, I, R2, R3, R4, R5, R6, T | ||
Lord Abbett High Yield Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Income Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Inflation Focused Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | ||
Lord Abbett Multi-Asset Balanced Opportunity Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Multi-Asset Growth Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Multi-Asset Income Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Short Duration Income Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Total Return Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Ultra Short Bond Fund | A, F, F3, I, R5, R6, T | ||
Lord Abbett Mid Cap Stock Fund, Inc. | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Municipal Income Fund, Inc. | |||
Lord Abbett AMT Free Municipal Bond Fund | A, C, F, F3, I, T | ||
Lord Abbett California Tax-Free Income Fund | A, C, F, F3, I, P, T | ||
Lord Abbett High Yield Municipal Bond Fund | A, B, C, F, F3, I, P, T | ||
Lord Abbett Intermediate Tax Free Fund | A, B, C, F, F3, I, P, T |
3 As amended on December 15, 2016 to reflect the addition of Class F3 and T shares for certain series of the Lord Abbett Family of Funds.
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Lord Abbett National Tax-Free Income Fund | A, B, C, F, F3, I, P, T | ||
Lord Abbett New Jersey Tax-Free Income Fund | A, F, F3, I, P, T | ||
Lord Abbett New York Tax-Free Income Fund | A, C, F, F3, I, P, T | ||
Lord Abbett Short Duration High Yield Municipal Bond Fund | A, C, F, F3, I, T | ||
Lord Abbett Short Duration Tax Free Fund | A, B, C, F, F3, I, T | ||
Lord Abbett Research Fund, Inc. | |||
Lord Abbett Calibrated Dividend Growth Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Growth Opportunities Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Small Cap Value Series | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Securities Trust | |||
Lord Abbett Alpha Strategy Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Fundamental Equity Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Global Core Equity Fund | A, C, F, F3, I, R2, R3, R4, R5, R6, T | ||
Lord Abbett Growth Leaders Fund | A, B, C, F, F3, I, R2, R3, R4, R5, R6, T | ||
Lord Abbett International Core Equity Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett International Dividend Income Fund | A, B, C, F, F3, I, R2, R3, R4, R5, R6, T | ||
Lord Abbett International Opportunities Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Micro-Cap Growth Fund | A, I | ||
Lord Abbett Micro-Cap Value Fund | A, I | ||
Lord Abbett Value Opportunities Fund | A, B, C, F, F3, I, P, R2, R3, R4, R5, R6, T | ||
Lord Abbett Series Fund, Inc. | |||
Bond-Debenture Portfolio | VC | ||
Calibrated Dividend Growth Portfolio | VC | ||
Classic Stock Portfolio | VC | ||
Developing Growth Portfolio | VC | ||
Fundamental Equity Portfolio | VC | ||
Growth and Income Portfolio | VC, P | ||
Growth Opportunities Portfolio | VC | ||
International Core Equity Portfolio | VC | ||
International Opportunities Portfolio | VC | ||
Mid Cap Stock Portfolio | VC | ||
Short Duration Income Portfolio | VC | ||
Total Return Portfolio | VC | ||
Value Opportunities Portfolio | VC | ||
Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund, Inc. | A, B, C, I |
A- 2 |
Lord, Abbett & Co. llc
Lord Abbett Distributor llc
Lord Abbett Family of Funds
CODE OF ETHICS
July 2016
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Code of Ethics
TABLE OF CONTENTS
Lord Abbett Code of Ethics
July 2016
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Code of Ethics
I. | STANDARDS OF BUSINESS CONDUCT AND ETHICAL PRINCIPLES |
Lord Abbett’s focus on honesty and integrity has been a critical part of its culture since the firm’s founding in 1929. Lord Abbett is a fiduciary to the mutual funds and other client accounts (“Clients”) managed by the firm.
In recognition of these fiduciary obligations, the personal investment activities of Lord Abbett Partners and Employees (“Lord Abbett Personnel”) will be governed by the following general principles:
· | Lord Abbett Personnel must place first the interests of Clients. |
· | Lord Abbett Personnel must conduct their personal investments consistent with the Code and in a manner that is designed to avoid or minimize any actual or potential conflict of interest or any abuse of a person’s position of trust and responsibility. |
· | Lord Abbett Personnel must not take inappropriate advantage of their positions with Lord Abbett or the Lord Abbett Family of Funds (the “Lord Abbett Funds”). |
· | Lord Abbett Personnel must comply with the Federal Securities Laws. 1 |
· | Lord Abbett Personnel must maintain all “internal use only” and/or proprietary information as confidential and not disclose or discuss such information with people outside Lord Abbett unless such disclosure is specifically permitted under another Lord Abbett policy. |
· | Lord Abbett Personnel may not give or accept favors or preferential treatment of any kind or gift or other thing in violation of Lord Abbett’s Gifts and Entertainment Policies and Procedures, or otherwise fail to comply with those policies and procedures. |
· | Lord Abbett Personnel may not become a director, officer or employee of any other company without Lord Abbett’s prior consent and, if appropriate, implementation of appropriate safeguards against conflicts of interest and apparent conflicts of interest. |
· | Lord Abbett Personnel may not participate in an outside business activity without providing prior written notice to Lord Abbett and receiving Lord Abbett’s prior consent. 2 |
The independent members of the Boards of Directors/Trustees of the Lord Abbett Funds (the “Independent Board Members”) are subject to this Code as set forth in Appendix A. Consultants and temporary employees of Lord Abbett are subject to this Code as set forth in Appendix B.
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II. | PERSONAL INVESTMENT ACCOUNTS COVERED |
The Code limitations on personal investments apply to all types of securities 3 accounts maintained in the name of any Lord Abbett Personnel or for which any Lord Abbett Personnel has a “ Beneficial Ownership” interest , except for the exempt types of accounts described below.
è | What types of accounts are covered ? |
Any account that that may invest in securities, including but not limited to brokerage accounts, IRA accounts, trust accounts, 401(k) and other retirement plan accounts, and dividend reinvestment or automatic investment plan accounts.
· | You have a “Beneficial Ownership” interest in an account if: |
o | You directly or indirectly share in the profits in securities held in the account, even if you have no influence on voting or disposition of those securities. |
o | For example, you generally should consider yourself the “Beneficial Owner” of securities held in your spouse’s or domestic partner’s 401(k) and/or IRA accounts. 4 |
è | What types of accounts are not covered by all provisions of the Code (i.e., exempt from the Code in whole or in part) ? |
Fully Discretionary Accounts meeting the requirements specified below are not subject to certain provisions of the Code, 1 and investments in any fund (including a Lord Abbett Fund) through a Lord Abbett-sponsored health savings account are not subject to any provisions of the Code.
è | What is a “Fully Discretionary Account”? |
This is an account where you do not have any “direct or indirect influence or control” over transactions before they occur.
· | Your account qualifies as a Fully Discretionary Account over which you have “no direct or indirect influence or control” only if: |
o | Investment discretion for the account is delegated in its entirety to an independent fiduciary and is not in any way, either directly or indirectly, shared with or retained by you; |
o | You certify in writing, at the start of your employment with Lord Abbett or upon the opening of a fully discretionary account and annually thereafter, that you have not and will not discuss any potential specific investment decisions with the independent fiduciary before any transaction; and |
o | The independent fiduciary provides written confirmation of your representations. |
1 | Fully Discretionary Accounts may be maintained at brokerage firms not on Lord Abbett’s list of approved firms, are not subject to preapproval or transaction limitations, or minimum holding period requirements, and may purchase (1) options on securities, (2) futures or options on commodities, currencies, or other financial instruments, and (3) Private Placement Securities, all of which are otherwise limited or prohibited under the Code. |
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Code of Ethics
NOTE : Written confirmation from the independent fiduciary is not required for separately managed accounts sponsored by broker-dealers.
· | New Lord Abbett Personnel must disclose to Lord Abbett’s Compliance Department at the start of their employment all pertinent facts regarding any account that is a Fully-Discretionary Account or in which you have a Beneficial Ownership interest. |
III. | APPROVED BROKERAGE FIRMS |
Brokerage accounts directly or beneficially owned by any Lord Abbett Personnel must be maintained at one or more of the approved firms identified in Appendix C, unless otherwise authorized by Lord Abbett’s General Counsel or Chief Compliance Officer.
NOTE : (1) You must direct your brokerage firm(s) to send copies of all trade confirmations and monthly/quarterly statements (either in paper or electronically) to Lord Abbett’s Code of Ethics Officer in the Compliance Department.
(2) You must notify Lord Abbett’s Code of Ethics Officer in the Compliance Department about the opening of any such brokerage account within thirty (30) days of its opening.
IV. | TYPES OF INVESTMENTS AND TRANSACTIONS |
There are four categories of investments and transactions:
· | Permitted investments that DO NOT require preapproval |
· | Permitted investments that DO require preapproval |
· | Prohibited investments |
· | Prohibited transactions |
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è | Permitted Investments |
The categories of Permitted Investments and Preapproval requirements are set forth in the chart below:
Preapproval Required | Preapproval Not Required |
Purchase or sale of common stock, corporate bonds, and municipal bonds |
Purchase of common stock or bonds
through automatic investment plan/dividend reinvestment plan |
Purchase or sale of non-U.S. funds |
Sale of 300 shares or less of common stock
of an S&P 500 Index company |
Purchase or sale of closed-end funds, exchange-traded funds (“ETFs”), and unit investment trusts (“UITs”) |
Receipt of securities through bankruptcy, insolvency, or
non-discretionary corporate action |
Purchase or sale of equity securities of a U.S. Instrumentality 5 |
Purchase or sale of U.S. registered open-end mutual funds
(including all U.S. registered money market funds) that do not trade on an exchange |
Purchase
or sale of U.S. Government Securities,
6
debt securities of a U.S. Instrumentality, and Money Market Instruments 7 |
è | Preapproval Requests |
è | What is preapproval? |
Before you make certain investments, you must seek and receive permission from the Compliance Department. This requirement is referred to as “preapproval.”
è | How do I request preapproval? |
You must submit your preapproval requests to the Compliance Department through the Protegent PTA system (“Protegent PTA”), or in such other manner as may be directed by the Compliance Department.
è | How long does an approval last? |
Approved requests remain effective until the earlier of :
· | The end of the second business day after the date of approval. |
Example : If a preapproval request is approved on Monday, then you can trade until the close of business on Wednesday.
· | You learn that Lord Abbett is considering purchasing for a Client the security that was the subject of your preapproval request. |
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If the effectiveness of an approval lapses for any reason, you must submit a new request and receive another approval before you may purchase or sell the security.
è | Is there a limit on the number of preapproval requests I can make? |
You may not submit more than 20 preapproval requests in any one calendar year, including requests submitted after the lapse of a previously-granted approval. Preapproval requests for ETF transactions, however, will not count against your annual preapproval request limit.
è | Is there a limit on the number of transactions I can make? |
You may not complete more than 10 transactions requiring preapproval in any one calendar year. Completed ETF transactions, however, will not count against your annual transaction limit.
è | Who is responsible for keeping track of the number of preapproval requests and transactions I make? |
You are responsible for ensuring that you do not exceed the number of permitted preapproval requests and transactions. At present, Protegent PTA cannot be relied on to prevent you from exceeding the permitted number of preapproval requests and transactions. Please contact Compliance with any questions regarding the application of the annual preapproval request and transaction limits.
è | Are there any exemptions available for new Lord Abbett Personnel ? |
Without regard to the foregoing limitations on the number of preapproval requests and transactions, the General Counsel or Chief Compliance Officer may, in writing and subject to any appropriate conditions, permit new Lord Abbett Personnel to sell during their first 30 days at Lord Abbett any securities held prior to becoming Lord Abbett Personnel.
è | Are there any special restrictions for investment personnel ? |
Lord Abbett Personnel who participate in non-public investor meetings (for example, earnings meetings/calls, analyst meetings, etc.) with company management or otherwise “cover” or “follow” a company, may not request preapproval to purchase or sell securities of that company for a period of 6 months after the later of the most recent investor meeting or termination of coverage of that company. Participation in web events and other broad forums for company management that are open to buy- and sell-side firms, on the other hand, will not be treated as non-public investor meetings with company management for purposes of the above restriction.
è | Will there ever be a period during which my ability to obtain preapproval may be suspended by Lord Abbett ? |
Lord Abbett may suspend your ability to engage in transactions that require preapproval during any business interruption or other period in which it is impracticable for the
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Code of Ethics
Compliance Department to follow its normal procedures in responding to preapproval requests.
Special Preapproval Rules : See Appendix D for special preapproval rules for certain transactions involving spouses or domestic partners of Lord Abbett Personnel.
è | Prohibited Investments 8 |
The following are prohibited investments under the Code:
· | Futures or options on commodities, currencies, or other financial instruments |
· | Short sales or purchases on margin |
· | Options with respect to any security |
· | Initial public offerings or secondary public offerings |
· | Any security issued by a company (excluding exchange-traded funds and closed-end funds) with a market capitalization of less than $3 billion at the time of purchase |
· | Private Placement Securities 9 |
NOTE : (1) A Fully Discretionary Account (and certain other accounts) for Lord Abbett Personnel may purchase Private Placement Securities. 10
(2) Private Placement Securities that were owned prior to becoming Lord Abbett Personnel or that were acquired through an inheritance or other gift may be retained, but no additional discretionary purchases of these Private Placement Securities may be made.
(3) The General Counsel or the Chief Compliance Officer may exempt the following from this prohibition.
§ | The purchase or holding of Private Placement Securities by Lord Abbett Personnel if such person determines there is no actual conflict with any Lord Abbett Client. |
§ | The receipt of Private Placement Securities by the spouses or domestic partners of Lord Abbett Personnel as compensation for their service as directors or employees of, or consultants to, a company. |
§ | The purchase of Private Placement Securities by the spouses or domestic partners of Lord Abbett Personnel to the extent required for their continued employment as directors or employees of, or consultants to, a company. |
Any such exemptions will be reported to Lord Abbett’s Managing Partner promptly. 11
è | Prohibited Transactions |
All Lord Abbett Personnel are subject to the trading prohibitions described below. You may not :
· | Trade on material non-public information, or fail to comply with Lord Abbett’s Insider Trading and Receipt of Material Non Public Information Policy and Procedure. |
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Code of Ethics
· | Purchase or sell a security if there has been a determination to purchase or sell that security for a Client, or the purchase or sale is under consideration for a Client. |
· | Disclose information to anyone on other than on a need-to-know basis regarding a contemplated security transaction for a Client until that transaction has been completed or abandoned. |
· | Purchase or sell any security within 7 business days before or after any Client transactions in that security. |
NOTE : (1) Any profits realized on these transactions will be forfeited to the relevant Client or as otherwise determined by Lord Abbett.
(2) The Chief Compliance Officer or the General Counsel may exempt any transaction from this requirement if the transaction for the Lord Abbett Personnel had no material effect on and/or did not benefit from the Client transaction(s).
· | Engage in market timing activities with respect to any Lord Abbett Fund or any other mutual fund advised or subadvised by Lord Abbett. |
· | Own 5% or more of the outstanding shares of any non-affiliated fund ( i.e. , any U.S. registered open-end fund not managed or subadvised by Lord Abbett). 12 |
· | Profit in the purchase and sale, or the sale and purchase, of the same (or equivalent) securities, within 60 calendar days. |
NOTE : (1) Holding periods are calculated based on a “first-in, first-out” methodology.
(2) Any profits realized on these short-term transactions will be forfeited to the relevant Client or as otherwise determined by Lord Abbett.
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Code of Ethics
V. | REQUIRED MINIMUM HOLDING PERIODS |
è | General |
Lord Abbett Personnel must hold certain mutual fund shares for a minimum of 30 days after purchase.
è | Covered Funds |
The minimum 30-day holding period applies to:
· | All Lord Abbett Funds other than Lord Abbett Money Market Fund 13 |
· | Any other funds advised or subadvised by Lord Abbett |
· | Any fund held in a Lord Abbett 401(k) Retirement Plan account other than Lord Abbett Money Market Fund |
è | Types of Accounts |
The minimum 30-day holding period applies to all accounts otherwise covered by the Code, including Lord Abbett 401(k) Retirement Plan accounts.
è | Calculation of Holding Periods |
Holding periods are calculated on a “first-in, first-out” basis.
è | Exceptions to Holding Period Requirements |
The minimum 30-day holding period does not apply to:
· | Sales or exchanges of a fund within 30 days after purchase as the default investment choice for automatic enrollees in the Lord Abbett 401(k) Retirement Plan. |
· | Exchanges of Lord Abbett Fund shares for shares of a newly-offered Lord Abbett Fund for a period of up to 90 days after such newly-offered Fund first accepts investments. |
è | Requests for Exceptions |
Requests for additional exceptions to the minimum 30-day holding period will be considered on a case-by-case basis. Any such request must be approved by Lord Abbett’s Managing Partner and General Counsel or Chief Compliance Officer.
è | Board Reporting |
Lord Abbett will report any approved exception to the Audit Committees of the Lord Abbett Funds.
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Code of Ethics
VI. | REPORTS AND CERTIFICATIONS |
è | Initial and Annual Holdings Reports |
Lord Abbett Personnel must, except as shown in the table below, submit a report detailing all of their personal investments using the required form or as otherwise directed by the Compliance Department when they start their employment at Lord Abbett and annually thereafter.
Holdings Not Required to be Included in Initial and Annual Holdings Reports |
Lord Abbett Funds purchased directly from Fund
or through Lord Abbett 401(k) Retirement Plan |
Non-Affiliated Funds 14 |
Any U.S. registered money market fund (including Lord Abbett Money Market Fund) |
U.S. Government Securities |
Money Market Instruments |
Examples of holdings that must be included in initial and annual holdings reports include, without limitation :
· | Lord Abbett Funds held through a brokerage account |
· | U.S. registered open-end funds advised or subadvised by Lord Abbett |
· | Non-U.S. funds |
· | Closed-end funds, ETFs, and UITs |
· | Common stock |
· | Corporate or municipal bonds |
· | Debt or equity securities of a U.S. Instrumentality |
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Code of Ethics
è | Quarterly Transaction Reports |
Lord Abbett Personnel must, except as shown in the table below, submit a quarterly report through Protegent PTA regarding all of their personal securities transactions in accordance with the requirements below.
Transactions Not Required to be Included in Quarterly Transaction Reports |
Purchase of Lord Abbett Funds directly from Fund or
through Lord Abbett 401(k) Retirement Plan and redemptions |
Purchase or sale of Non-Affiliated Funds |
Purchase or sale of any U.S. registered money market fund
(including Lord Abbett Money Market Fund) |
Purchase of common stock through reinvestment of dividends or
through an automatic investment plan made in accordance with predetermined schedule |
Purchase or sale of U.S. Government Securities |
Purchase or sale of debt securities of a U.S. Instrumentality |
Purchase or sale of Money Market Instruments |
Examples of transactions that must be included in quarterly transaction reports include, without limitation , the purchase or sale of:
· | Lord Abbett Funds held through a brokerage account |
· | U.S. registered open-end funds advised or subadvised by Lord Abbett |
· | Non-U.S. funds |
· | Closed-end funds, ETFs, and UITs |
· | Common stock |
· | Corporate or municipal bonds |
· | Equity securities of a U.S. Instrumentality |
NOTE : You must submit a quarterly transaction report to the Compliance Department even if you had no reportable transactions during that quarter .
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è | Annual Certifications |
Lord Abbett Personnel must, on an annual basis, make certain certifications through Protegent PTA or in such other manner as directed by the Compliance Department, including, without limitation , that they:
· | Have received, read, and understand the Code and any amendments to the Code |
· | Recognize they are subject to the Code |
· | Have complied with the requirements of the Code |
· | Have disclosed or reported all transactions required to be disclosed or reported |
è | Due Dates for Reports and Certifications |
Report | Filing Due Date | Information Current As Of |
Initial Holdings Report |
10 days after becoming
Lord Abbett Personnel |
At least 45 days prior to becoming Lord Abbett Personnel |
Annual Holdings Report | January 31st | Calendar Year End |
Quarterly Transaction Report | 30 days after calendar quarter | Calendar Quarter |
Annual Certification | January 31st | N/A |
VII. | ADMINISTRATION OF CODE |
è | Distribution of Code and Amendments |
The Compliance Department will ensure that copies of the Code are provided to Lord Abbett Personnel, Independent Board Members, and temporary employees and consultants in accordance with the table below.
Applicable Party | When Provided |
Lord Abbett Personnel | At start of employment |
Temporary employees and consultants | After six-month anniversary |
Independent Board Members | At appointment or election to Board |
The Compliance Department will ensure that copies of any amendment to the Code also are provided as soon as reasonably practicable after approval. Documents may be provided through paper, electronic, or internet-based means.
è | Administration and Enforcement of Code |
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The General Counsel and the Chief Compliance Officer are responsible for administering and enforcing the Code, and they may appoint one or more designees to aid them in carrying out their responsibilities. The Compliance Department is responsible for reviewing transaction and holdings reports, and certifications, and processing preapproval requests. The Compliance Department will establish such procedures and conduct such oversight in assessing compliance with the Code as the Chief Compliance Officer, in consultation with the General Counsel, deems appropriate. All personal transaction and holdings reports and preapproval requests submitted by the Chief Compliance Officer must be reviewed by the General Counsel.
è | Reporting Violations |
Any violation of the Code must be reported promptly to the Chief Compliance Officer, or, in his absence, to the General Counsel. The Chief Compliance Officer will bring to the attention of the Audit Committees of the Lord Abbett Funds any violation of the Code, and the action, if any, taken by Lord Abbett in response to such violation. The Audit Committee may recommend that it is appropriate to take additional or different action. The record of any Code violation discussion will be made a part of the permanent records of the Audit Committees.
è | Sanctions |
Lord Abbett may take any action against a violator as it deems appropriate, up to and including suspension or termination from the firm.
è | Board Reporting |
The Chief Compliance Officer, in consultation with the General Counsel, will prepare an “Annual Issues and Certification Report” to the Board that among other things:
· | Summarizes Lord Abbett’s procedures concerning personal investing. |
· | Identifies and summarizes any changes or recommended changes to those procedures. |
· | Certifies that Lord Abbett’s procedures are reasonably designed to prevent violations of the Code. |
· | Summarizes any violations of the Code over the past year and any sanctions imposed. |
è | Exemptions |
Lord Abbett’s Managing Partner, General Counsel, or Chief Compliance Officer may exempt a proposed transaction or series of transactions from one or more provisions of the Code if it is determined that the proposal is consistent with the policy and purposes underlying the Code. 15
Lord Abbett Code of Ethics
July 2016
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SPECIAL RULES FOR INDEPENDENT BOARD MEMBERS
è | Preapproval and Reporting Requirements |
General : The Independent Board Members generally will not receive information that will subject their personal securities transactions to the requirements of this Code. Therefore, Independent Board Members generally are not required to :
· | Obtain preapproval from the Compliance Department to purchase or sell securities. |
· | Submit holdings and transaction reports to the Compliance Department. |
o | This rule also applies to options received or exercised by Independent Board Members who are directors or employees of, or consultants to, a company, along with the sale of the securities underlying the options. |
Voluntary Preapproval : Independent Board Members may voluntarily seek preapproval of any securities transaction at any time.
Exception Where Preapproval Required : If, at a meeting or otherwise, an Independent Board Member learns of Lord Abbett’s or a Lord Abbett Fund’s current or contemplated investment transaction in any company, then the Independent Board Member must:
· | Promptly report this information to the Chief Compliance Officer. |
· | Obtain preapproval in accordance with the Code for any personal securities transactions in that company during the 30 day period after learning such information, in accordance with Section IV of the Code. |
Exception Where Quarterly Transaction Reporting Required : An Independent Board Member must submit a quarterly transaction report to the Compliance Department pursuant to Section VI of the Code when he/she knows, or in the ordinary course of fulfilling his or her official duties as an Independent Board Member should have known, at the time of such transaction, that during the 15-day period immediately before or after the date of the transaction ( i.e. , a total of 30 days) such security was or was to be purchased or sold by any Lord Abbett Fund or such a purchase or sale was or was to be considered by a Lord Abbett Fund. If an Independent Board Member enters into any such transaction, he/she must report all securities transactions effected during the quarter for his or her account or for any account in which he/she has a Beneficial Ownership interest, unless it is a Fully-Discretionary Account.
Brokerage Statements : Independent Board Members must direct their brokerage firms to send copies of all trade confirmations and monthly/quarterly statements (either in paper or electronically) to the Code of Ethics Officer in the Compliance Department.
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è | Trading Prohibitions |
Independent Board Members generally are subject to the Prohibited Transactions provision in Section IV of the Code. 16
è | Other Board Positions |
Prior to becoming a director of any public company, Independent Board Members must advise Lord Abbett’s Managing Partner and discuss whether accepting such appointment creates any conflict of interest or other issues.
è | Annual Certification Requirement for Independent Board Members |
Independent Board Members must comply with the annual certification requirement referenced in Section VI of the Code.
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SPECIAL RULES FOR TEMPORARY EMPLOYEES AND CONSULTANTS
Temporary employees and consultants are subject to the following rules:
· | Temporary employees and consultants who work at Lord Abbett for more than 6 months are subject to all preapproval and reporting requirements in the same manner as Lord Abbett Personnel. |
· | Temporary employees and consultants who work at Lord Abbett for more than 12 months must maintain any direct or beneficially owned brokerage accounts only at the approved firms identified in Appendix C, unless otherwise authorized by the Chief Compliance Officer or the General Counsel. |
NOTE : For purposes of applying these rules, a former temporary employee or consultant who re-engages with Lord Abbett must count the period of every prior Lord Abbett engagement unless more than 6 months have lapsed since the most recent engagement.
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LIST OF APPROVED BROKER-DEALERS
Merrill Lynch* | Citi |
Bank of America* | UBS |
Edward Jones | Fidelity |
Linsco/PrivateLedger | Schwab |
Wells Fargo | Met Life |
Raymond James | Morgan Stanley/Smith Barney |
* Bank of America and Merrill Lynch are on separate trading platforms.
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SPECIAL PRECLEARANCE RULES FOR SPOUSES OR DOMESTIC PARTNERS OF LORD ABBETT PERSONNEL
è | Stock Options |
If your spouse or domestic partner is a director or an employee of, or a consultant to, a company, his/her receipt and exercise of options to acquire securities of that company (or an affiliate) and the sale of the securities underlying those options are subject to the specific preapproval and transaction reporting requirements below.
Preapproval and Quarterly Transaction
Reporting Required |
Preapproval and Quarterly Transaction
Reporting Not Required |
Sale of underlying securities in connection with “cashless” exercise of options by spouse/domestic partner | Receipt of options by spouse/domestic partner |
Sale of underlying securities after initial “cash exercise” of options by spouse/domestic partner |
Exercise
of options without sale of underlying securities
(i.e., “cash exercise” of options) by spouse/domestic partner |
è | Private Placement Securities |
If your spouse or domestic partner is a director or an employee of, or a consultant to, a company and holds Private Placement Securities pursuant to an exemption received from the General Counsel or the Chief Compliance Officer as described in Section IV of the Code under the heading “Prohibited Investments – Private Placement Securities,” you must:
· | Obtain preapproval for sales of those Private Placement Securities. |
· | Include sales of those Private Placement Securities in your quarterly transaction reports. |
· | Include those Private Placement Securities in your annual holdings reports. |
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NOTES
1. “ Federal Securities Laws ” includes the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Commodity Exchange Act, Title V of the Gramm-Leach Bliley Act, and any rules adopted by the SEC or the Commodities Futures Trading Commission under any of those statutes, the Bank Secrecy Act as it applies to mutual funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.
2. Lord Abbett Personnel also must comply with all applicable Lord Abbett policies and procedures, including the Insider Trading and Receipt of Material Non Public Information Policy and Procedure, Gifts and Entertainment Policies and Procedures and Whistleblower Policy and Procedures.
3. The term “ security ” means any: (i) common or preferred stock, bond, debenture or, in general, any instrument commonly known as a security under the Federal Securities Laws; (ii) any separate security which is convertible into, exchangeable for, or which carries a right to purchase or sell, a security, including warrants; and (iii) an option, futures contract, option on a futures contract, and swap where the reference asset is a security, a securities index, or other financial indicator.
4. “ Beneficial Ownership ” will be interpreted in the same manner as it would be under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1 thereunder. Examples of “Beneficial Ownership” include: (i) securities held by your immediate family sharing the same house with you (with certain exceptions). For purposes of the Code, immediate family includes spouse, child, and a domestic partner (of the same or opposite gender) that has been identified to Lord Abbett through enrollment in Lord Abbett’s medical, dental, or vision insurance benefit coverage (; (ii) your interest in securities held by a general or limited partnership where you are a general partner; (iii) your interest in securities held in trust as trustee, beneficiary or settlor; and (iv) your right to acquire securities through options, rights, or other derivative securities ( e.g. , stock options or restricted stock from a former employer).
5. “ U.S. Instrumentality ” means any U.S. Government agency, authority, or instrumentality, including, without limitation, the Government National Mortgage Association, the Export-Import Bank, the Small Business Administration, the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, the Federal Home Loan Bank, and the Tennessee Valley Authority.
6. “ U.S. Government Securities ” means securities issued by the United States Treasury, including, without limitation, U.S. Treasury bills, notes, and bonds.
7. “ Money Market Instruments ” includes bankers’ acceptances, bank certificates of deposit, commercial paper, or other high quality short-term debt instruments (including repurchase agreements).
8. Lord Abbett reserves the right to make exceptions in advance of such trading based upon unusual facts and circumstances.
9. “ Private Placement Securities ” refers to securities that are sold in transactions that are exempt from registration with the Securities and Exchange Commission under the Securities Act of 1933 and related rules. A typical example would be interests in a hedge fund.
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10. The other accounts in which Private Placement Securities may be purchased are: any government plan; any collective trust fund consisting solely of retirement assets; or any stock bonus, pension, or profit sharing trust for any Lord Abbett Associate that meets the requirements for qualification under Section 401 of the Internal Revenue Code of 1986.
11. Any holdings of, and transactions in, Private Placement Securities remain subject to all other applicable preapproval and transaction and holding reporting requirements of the Code.
12. Your ownership of 5% or more of the outstanding shares of any Non-Affiliated Fund (as defined in Note 15 below) will not result in the imposition of any sanctions as long as you reduce your ownership below 5% within 60 days from the date you knew or should have known that your ownership was equal to or exceeded the 5% limit.
13. “ Lord Abbett Money Market Fund ” means Lord Abbett U.S. Government and Government Sponsored Enterprises Money Market Fund.
14. “ Non-Affiliated Fund ” means any U.S. registered open-end fund that is not advised or subadvised by Lord Abbett.
15. Such persons may not, however, exempt their own transactions from the Code.
16. Independent Board Members are not, however, subject to the prohibitions listed in the fourth, sixth, and seventh bullet points under the heading “Trading Prohibitions” in Section IV of the Code.
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